WORKIVA INC - Quarter Report: 2020 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
(Mark One) | |||||
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2020 | |||||
OR | |||||
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For transition period from to | |||||
Commission File Number 001-36773 | |||||
___________________________________
WORKIVA INC.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware (State or other jurisdiction of incorporation or organization) | 47-2509828 (I.R.S. Employer Identification Number) | ||||||||||
2900 University Blvd Ames, IA 50010 (888) 275-3125 | |||||||||||
(Address of principal executive offices and zip code) | |||||||||||
(888) 275-3125 | |||||||||||
(Registrant's telephone number, including area code) | |||||||||||
___________________________________ | |||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Class A common stock, par value $.001 | WK | New York Stock Exchange | ||||||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý | Accelerated filer o | ||||
Non-accelerated filer o | Smaller reporting company ☐ | ||||
Emerging growth company ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ý
As of April 28, 2020, there were approximately 38,583,904 shares of the registrant's Class A common stock and 8,555,596 shares of the registrant's Class B common stock outstanding.
WORKIVA INC.
TABLE OF CONTENTS
Page | |||||||||||
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019, in “Item 1A. Risk Factors” in Part II of this Quarterly Report on Form 10-Q and in any subsequent filing we make with the SEC, as well as in any documents incorporated by reference that describe risks and factors that could cause results to differ materially from those projected in these forward-looking statements.
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after completion of this Quarterly Report on Form 10-Q to conform these statements to actual results or revised expectations.
ii
Part I. Financial Information
Item 1. Financial Statements
| WORKIVA INC. CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||
| (in thousands, except share and per share amounts) | |||||||||||
| As of March 31, 2020 | As of December 31, 2019 | ||||||||||
(unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 393,434 | $ | 381,742 | |||||||
| Marketable securities | 102,589 | 106,214 | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $890 and $866 at March 31, 2020 and December 31, 2019, respectively | 45,522 | 60,228 | |||||||||
| Deferred commissions | 12,554 | 14,108 | |||||||||
| Other receivables | 2,683 | 2,432 | |||||||||
| Prepaid expenses and other | 8,452 | 6,508 | |||||||||
| Total current assets | 565,234 | 571,232 | |||||||||
| Property and equipment, net | 39,231 | 39,745 | |||||||||
| Operating lease right-of-use assets | 18,358 | 15,352 | |||||||||
| Deferred commissions, non-current | 15,751 | 14,977 | |||||||||
| Intangible assets, net | 1,639 | 1,651 | |||||||||
| Other assets | 3,503 | 3,439 | |||||||||
| Total assets | $ | 643,716 | $ | 646,396 | |||||||
1
| WORKIVA INC. CONDENSED CONSOLIDATED BALANCE SHEETS (continued) | |||||||||||
| (in thousands, except share and per share amounts) | |||||||||||
| As of March 31, 2020 | As of December 31, 2019 | ||||||||||
| (unaudited) | |||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
Accounts payable | $ | 5,501 | $ | 7,057 | |||||||
Accrued expenses and other current liabilities | 42,762 | 49,930 | |||||||||
Deferred revenue | 172,369 | 173,617 | |||||||||
Current portion of financing obligations | 1,361 | 1,328 | |||||||||
| Total current liabilities | 221,993 | 231,932 | |||||||||
| Convertible senior notes, net | 282,798 | 280,601 | |||||||||
Deferred revenue, non-current | 31,626 | 32,569 | |||||||||
Other long-term liabilities | 1,569 | 1,498 | |||||||||
| Operating lease liabilities, non-current | 20,422 | 18,564 | |||||||||
Financing obligations, non-current | 15,536 | 15,889 | |||||||||
| Total liabilities | 573,944 | 581,053 | |||||||||
| Stockholders’ equity | |||||||||||
Class A common stock, $0.001 par value per share, 1,000,000,000 shares authorized, 38,489,807 and 38,043,444 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 38 | 38 | |||||||||
Class B common stock, $0.001 par value per share, 500,000,000 shares authorized, 8,555,596 and 8,595,596 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 9 | 9 | |||||||||
Preferred stock, $0.001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding | — | — | |||||||||
Additional paid-in-capital | 435,181 | 420,170 | |||||||||
Accumulated deficit | (365,734) | (355,161) | |||||||||
Accumulated other comprehensive income | 278 | 287 | |||||||||
| Total stockholders’ equity | 69,772 | 65,343 | |||||||||
| Total liabilities and stockholders’ equity | $ | 643,716 | $ | 646,396 | |||||||
See accompanying notes.
2
| WORKIVA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (unaudited) | |||||||||||
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Revenue | |||||||||||
| Subscription and support | $ | 68,361 | $ | 56,123 | |||||||
| Professional services | 17,440 | 13,840 | |||||||||
| Total revenue | 85,801 | 69,963 | |||||||||
| Cost of revenue | |||||||||||
| Subscription and support | 12,153 | 9,809 | |||||||||
| Professional services | 10,243 | 9,727 | |||||||||
| Total cost of revenue | 22,396 | 19,536 | |||||||||
| Gross profit | 63,405 | 50,427 | |||||||||
| Operating expenses | |||||||||||
| Research and development | 22,994 | 22,011 | |||||||||
| Sales and marketing | 36,117 | 25,365 | |||||||||
| General and administrative | 13,448 | 10,383 | |||||||||
| Total operating expenses | 72,559 | 57,759 | |||||||||
| Loss from operations | (9,154) | (7,332) | |||||||||
| Interest income | 1,706 | 492 | |||||||||
| Interest expense | (3,554) | (440) | |||||||||
| Other income (expense), net | 718 | (172) | |||||||||
| Loss before provision for income taxes | (10,284) | (7,452) | |||||||||
| Provision for income taxes | 289 | 11 | |||||||||
| Net loss | $ | (10,573) | $ | (7,463) | |||||||
| Net loss per common share: | |||||||||||
| Basic and diluted | $ | (0.22) | $ | (0.17) | |||||||
| Weighted-average common shares outstanding - basic and diluted | 47,545,703 | 45,229,279 | |||||||||
See accompanying notes.
3
| WORKIVA INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) (unaudited) | |||||||||||
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Net loss | $ | (10,573) | $ | (7,463) | |||||||
| Other comprehensive (loss) income, net of tax | |||||||||||
Foreign currency translation adjustment, net of income tax expense of $0 and $3 for the three months ended March 31, 2020 and 2019, respectively | (51) | 9 | |||||||||
Unrealized gain on available-for-sale securities, net of income tax benefit (expense) of $0 and $(15) for the three months ended March 31, 2020 and 2019, respectively | 42 | 43 | |||||||||
| Other comprehensive (loss) income, net of tax | (9) | 52 | |||||||||
| Comprehensive loss | $ | (10,582) | $ | (7,411) | |||||||
See accompanying notes.
4
| WORKIVA INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||||
| (in thousands) (unaudited) | |||||||||||||||||||||||||||||||||||
| Three months ended March 31, 2020 | |||||||||||||||||||||||||||||||||||
| Common Stock (Class A and B) | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Balances at December 31, 2019 | 46,639 | $ | 47 | $ | 420,170 | $ | 287 | $ | (355,161) | $ | 65,343 | ||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 9,936 | — | — | 9,936 | |||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | 225 | 2,794 | — | — | 2,794 | ||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | 94 | — | 3,660 | — | — | 3,660 | |||||||||||||||||||||||||||||
| Issuance of restricted stock units | 117 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Tax withholding related to net share settlements of stock-based compensation awards | (30) | — | (1,379) | — | — | (1,379) | |||||||||||||||||||||||||||||
| Net loss | — | — | — | — | (10,573) | (10,573) | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (9) | — | (9) | |||||||||||||||||||||||||||||
| Balances at March 31, 2020 | 47,045 | $ | 47 | $ | 435,181 | $ | 278 | $ | (365,734) | $ | 69,772 | ||||||||||||||||||||||||
| Three months ended March 31, 2019 | |||||||||||||||||||||||||||||||||||
| Common Stock (Class A and B) | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders' Equity (Deficit) | ||||||||||||||||||||||||||||||
| Balances at December 31, 2018 | 44,044 | $ | 44 | $ | 297,145 | $ | 98 | $ | (307,027) | $ | (9,740) | ||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 8,193 | — | — | 8,193 | |||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | 961 | 1 | 11,054 | — | — | 11,055 | |||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan | 101 | — | 2,149 | — | — | 2,149 | |||||||||||||||||||||||||||||
| Issuance of restricted stock units | 25 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Tax withholding related to net share settlements of stock-based compensation awards | (10) | — | (390) | — | — | (390) | |||||||||||||||||||||||||||||
| Net loss | — | — | — | — | (7,463) | (7,463) | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 52 | — | 52 | |||||||||||||||||||||||||||||
| Balances at March 31, 2019 | 45,121 | $ | 45 | $ | 318,151 | $ | 150 | $ | (314,490) | $ | 3,856 | ||||||||||||||||||||||||
See accompanying notes.
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| WORKIVA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| (in thousands) (unaudited) | |||||||||||
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | (10,573) | $ | (7,463) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 1,142 | 903 | |||||||||
| Stock-based compensation expense | 9,936 | 8,193 | |||||||||
| Provision for (recovery of) doubtful accounts | 40 | (187) | |||||||||
| Amortization (accretion) of premiums and discounts on marketable securities, net | 101 | (81) | |||||||||
| Amortization of debt discount and issuance costs | 2,197 | — | |||||||||
| Deferred income tax | — | (18) | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | 14,265 | 14,818 | |||||||||
| Deferred commissions | 603 | (2,029) | |||||||||
| Operating lease right-of-use asset | 1,098 | 668 | |||||||||
| Other receivables | (253) | (214) | |||||||||
| Prepaid expenses and other | (1,955) | (3,236) | |||||||||
| Other assets | (74) | (1,464) | |||||||||
| Accounts payable | (1,382) | (1,562) | |||||||||
| Deferred revenue | (1,228) | 1,987 | |||||||||
| Operating lease liability | (1,145) | (655) | |||||||||
| Accrued expenses and other liabilities | (8,023) | (4,541) | |||||||||
| Net cash provided by operating activities | 4,749 | 5,119 | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchase of property and equipment | (688) | (1,743) | |||||||||
| Purchase of marketable securities | (20,832) | (22,155) | |||||||||
| Sale of marketable securities | 11,423 | — | |||||||||
| Maturities of marketable securities | 12,975 | 7,390 | |||||||||
| Purchase of intangible assets | (77) | (84) | |||||||||
| Net cash provided by (used in) investing activities | 2,801 | (16,592) | |||||||||
6
| WORKIVA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) | |||||||||||
| (in thousands) (unaudited) | |||||||||||
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from option exercises | 2,794 | 11,055 | |||||||||
| Taxes paid related to net share settlements of stock-based compensation awards | (1,379) | (390) | |||||||||
| Proceeds from shares issued in connection with employee stock purchase plan | 3,660 | 2,149 | |||||||||
| Principal payments on financing obligations | (320) | (294) | |||||||||
| Net cash provided by financing activities | 4,755 | 12,520 | |||||||||
| Effect of foreign exchange rates on cash | (613) | 105 | |||||||||
| Net increase in cash and cash equivalents | 11,692 | 1,152 | |||||||||
| Cash and cash equivalents at beginning of period | 381,742 | 77,584 | |||||||||
| Cash and cash equivalents at end of period | $ | 393,434 | $ | 78,736 | |||||||
| Supplemental cash flow disclosure | |||||||||||
| Cash paid for interest | $ | 2,320 | $ | 464 | |||||||
| Cash paid for income taxes, net of refunds | $ | 159 | $ | 233 | |||||||
| Supplemental disclosure of noncash investing and financing activities | |||||||||||
| Allowance for tenant improvements | $ | 124 | $ | — | |||||||
See accompanying notes.
7
1. Organization and Significant Accounting Policies
Organization
Workiva Inc., a Delaware corporation (together with its wholly-owned subsidiaries, the “Company” or “we” or “us”), provides the world’s leading connected reporting and compliance platform, which is used by thousands of public and private companies, government agencies and higher-education institutions. The Workiva platform offers controlled collaboration, data linking, data integrations, granular permissions, process management and a full audit trail. Our operational headquarters are located in Ames, Iowa, with additional offices located in the United States, Europe, the Asia-Pacific region and Canada.
Basis of Presentation and Principles of Consolidation
The financial information presented in the accompanying unaudited condensed consolidated financial statements has been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet data as of December 31, 2019 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations. The operating results for the three months ended March 31, 2020 are not necessarily indicative of the results expected for the full year ending December 31, 2020.
Seasonality has affected our revenue, expenses and cash flows from operations. Revenue from professional services has been higher in the first quarter as many of our customers file their Form 10-K in the first calendar quarter. Sales and marketing expense has historically been higher in the third quarter due to our annual user conference in September, although our transition to a virtual event in 2020 may partially mitigate this trend. In addition, the timing of the payments of cash bonuses to employees during the first and fourth calendar quarters may result in some seasonality in operating cash flow. The condensed consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on February 20, 2020.
The unaudited condensed consolidated financial statements include the accounts of Workiva Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Additionally, certain prior period amounts have been reclassified for consistency with the current year presentation. The reclassification of the prior period amounts were not material to the previously reported consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. These estimates include, but are not limited to, the allowance for doubtful accounts, the determination of the relative selling prices of our services, the measurement of material rights, health insurance claims
8
incurred but not yet reported, valuation of available-for-sale marketable securities, useful lives of deferred contract costs, intangible assets and property and equipment, income taxes, discount rates used in the valuation of right-of-use assets and lease liabilities, the fair value of the liability and equity components of the convertible senior notes, and certain assumptions used in the valuation of equity awards. While these estimates are based on our best knowledge of current events and actions that may affect us in the future, actual results may differ materially from these estimates.
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the current accounting guidance and requires the measurement of all expected losses based on historical experience, current conditions and reasonable and supportable forecasts. For trade receivables, loans, and other financial instruments, we are required to use a forward-looking expected loss model that reflects probable losses rather than the incurred loss model for recognizing credit losses. The standard became effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. Effective January 1, 2020, we adopted this standard. The adoption of this new standard did not have a material impact on our consolidated financial statements.
2. Supplemental Consolidated Balance Sheet Information
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| As of March 31, 2020 | As of December 31, 2019 | ||||||||||
| Accrued vacation | $ | 9,430 | $ | 8,353 | |||||||
| Accrued commissions | 2,791 | 5,561 | |||||||||
| Accrued bonuses | 4,122 | 7,121 | |||||||||
| Estimated health insurance claims | 1,089 | 1,040 | |||||||||
| ESPP employee contributions | 2,114 | 3,734 | |||||||||
| Customer deposits | 11,818 | 12,151 | |||||||||
| Operating lease liabilities | 4,341 | 3,064 | |||||||||
| Accrued other liabilities | 7,057 | 8,906 | |||||||||
| $ | 42,762 | $ | 49,930 | ||||||||
3. Cash Equivalents and Marketable Securities
At March 31, 2020, marketable securities consisted of the following (in thousands):
Amortized Cost | Unrealized Gains | Unrealized Losses | Aggregate Fair Value | ||||||||||||||||||||
| Money market funds | $ | 367,978 | $ | — | $ | — | $ | 367,978 | |||||||||||||||
| Commercial paper | 2,961 | — | — | 2,961 | |||||||||||||||||||
| U.S. treasury debt securities | 20,888 | 283 | — | 21,171 | |||||||||||||||||||
| U.S. corporate debt securities | 78,532 | 49 | (124) | 78,457 | |||||||||||||||||||
| $ | 470,359 | $ | 332 | $ | (124) | $ | 470,567 | ||||||||||||||||
| Included in cash and cash equivalents | $ | 367,978 | $ | — | $ | — | $ | 367,978 | |||||||||||||||
| Included in marketable securities | $ | 102,381 | $ | 332 | $ | (124) | $ | 102,589 | |||||||||||||||
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At December 31, 2019, marketable securities consisted of the following (in thousands):
Amortized Cost | Unrealized Gains | Unrealized Losses | Aggregate Fair Value | ||||||||||||||||||||
| Money market funds | $ | 360,471 | $ | — | $ | — | $ | 360,471 | |||||||||||||||
| U.S. treasury debt securities | 10,342 | 8 | (1) | 10,349 | |||||||||||||||||||
| U.S. corporate debt securities | 95,706 | 164 | (5) | 95,865 | |||||||||||||||||||
| $ | 466,519 | $ | 172 | $ | (6) | $ | 466,685 | ||||||||||||||||
| Included in cash and cash equivalents | $ | 360,471 | $ | — | $ | — | $ | 360,471 | |||||||||||||||
| Included in marketable securities | $ | 106,048 | $ | 172 | $ | (6) | $ | 106,214 | |||||||||||||||
The following table presents gross unrealized losses and fair values for those marketable securities that were in an unrealized loss position as of March 31, 2020, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in thousands):
| As of March 31, 2020 | |||||||||||||||||||||||
Less than 12 months | 12 months or greater | ||||||||||||||||||||||
Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||||||||
| U.S. corporate debt securities | $ | 48,338 | $ | (124) | $ | — | $ | — | |||||||||||||||
| Total | $ | 48,338 | $ | (124) | $ | — | $ | — | |||||||||||||||
We do not believe the unrealized losses represent credit losses based on our evaluation of available evidence as of March 31, 2020, which includes an assessment of whether it is more likely than not we will be required to sell the investment before recovery of the investment's amortized cost basis.
4. Fair Value Measurements
We determine the fair values of our financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
Level 3 - Inputs are unobservable inputs based on our assumptions.
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Financial Assets
Cash equivalents primarily consist of AAA-rated money market funds with overnight liquidity and no stated maturities. We classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets.
When available, our marketable securities are valued using quoted prices for identical instruments in active markets. If we are unable to value our marketable securities using quoted prices for identical instruments in active markets, we value our investments using broker reports that utilize quoted market prices for comparable instruments. We validate, on a sample basis, the derived prices provided by the brokers by comparing their assessment of the fair values of our investments against the fair values of the portfolio balances of another third-party professional pricing service. As of March 31, 2020, all of our marketable securities were valued using quoted prices for comparable instruments in active markets and are classified as Level 2.
Based on our valuation of our money market funds and marketable securities, we concluded that they are classified in either Level 1 or Level 2, and we have no financial assets measured using Level 3 inputs. The following table presents information about our assets that are measured at fair value on a recurring basis using the above input categories (in thousands):
| Fair Value Measurements as of March 31, 2020 | Fair Value Measurements as of December 31, 2019 | |||||||||||||||||||||||||||||||||||||
Description | Total | Level 1 | Level 2 | Total | Level 1 | Level 2 | ||||||||||||||||||||||||||||||||
| Money market funds | $ | 367,978 | $ | 367,978 | $ | — | $ | 360,471 | $ | 360,471 | $ | — | ||||||||||||||||||||||||||
| Commercial paper | 2,961 | — | 2,961 | — | — | — | ||||||||||||||||||||||||||||||||
| U.S. treasury debt securities | 21,171 | — | 21,171 | 10,349 | — | 10,349 | ||||||||||||||||||||||||||||||||
| U.S. corporate debt securities | 78,457 | — | 78,457 | 95,865 | — | 95,865 | ||||||||||||||||||||||||||||||||
| $ | 470,567 | $ | 367,978 | $ | 102,589 | $ | 466,685 | $ | 360,471 | $ | 106,214 | |||||||||||||||||||||||||||
| Included in cash and cash equivalents | $ | 367,978 | $ | 360,471 | ||||||||||||||||||||||||||||||||||
| Included in marketable securities | $ | 102,589 | $ | 106,214 | ||||||||||||||||||||||||||||||||||
Convertible Senior Notes
As of March 31, 2020, the fair value of our convertible senior notes was $269.4 million. The fair value was determined based on the quoted price of the convertible senior notes in an over-the-counter market on the last trading day of the reporting period and has been classified as Level 2 in the fair value hierarchy. See Note 5 to the condensed consolidated financial statements for more information.
5. Convertible Senior Notes
In August 2019, we issued $345.0 million aggregate principal amount of 1.125% convertible senior notes due 2026 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, including the exercise in full by the initial purchasers of their option to purchase an additional $45.0 million principal amount (the “Notes”). The Notes were issued pursuant to an indenture and are senior, unsecured obligations of the Company. The Notes bear interest at a fixed rate of 1.125% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020. Proceeds from the issuance of the Notes totaled $335.9 million, net of initial purchaser discounts and issuance costs.
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The initial conversion rate is 12.4756 shares of our common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $80.16 per share, subject to adjustment upon the occurrence of specified events. The Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding May 15, 2026 only under the following circumstances:
•during any calendar quarter commencing after the calendar quarter ending on September 30, 2019 (and only during such calendar quarter), if the last reported sale price of our Class A common stock, par value $0.001 per share (which we refer to in this offering memorandum as our “Class A common stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
•during the five consecutive business day period immediately following any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined below) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate on each such trading day;
•if we call any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
•upon the occurrence of certain specified corporate events as set forth in the indenture.
On or after May 15, 2026 until the close of business on the business day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances.
Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election, in the manner and subject to the terms and conditions provided in the indenture. It is our current intent to settle conversions through a combination settlement of cash and shares of our Class A common stock with a specified dollar amount per $1,000 principal amount of Notes of $1,000.
If we undergo a fundamental change (as defined in the indenture), holders may require us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will increase, in certain circumstances, the conversion rate for a holder who elects to convert its Notes in connection with such corporate event or notice of redemption, as the case may be. During the three months ended March 31, 2020, the conditions allowing holders of the Notes to convert were not met. The Notes were therefore not convertible during the three months ended March 31, 2020 and are classified as long-term debt on our condensed consolidated balance sheets.
We may not redeem the Notes prior to August 21, 2023. We may redeem for cash all or any portion of the Notes, at our option, on or after August 21, 2023 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
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In accounting for the issuance of the Notes, we separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability components from the par value of the Notes. The difference represents the debt discount that is amortized to interest expense at an effective interest rate of 4.3% over the term of the Notes. The carrying amount of the equity component was $60.1 million and is recorded in additional paid-in-capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.
In accounting for the issuance costs related to the Notes, we allocated the total amount incurred to the liability and equity components of the Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were $7.5 million. The issuance costs allocated to the liability component are amortized to interest expense under the effective interest rate method over the contractual term of the Notes. Issuance costs attributable to the equity component of the Notes were $1.6 million and are netted against the equity components representing the conversion option in additional paid-in capital.
The net carrying amount of the liability and equity components of the Notes was as follows (in thousands):
| March 31, 2020 | December 31, 2019 | ||||||||||
| Liability component: | |||||||||||
| Principal | $ | 345,000 | $ | 345,000 | |||||||
| Unamortized discount | (55,294) | (57,247) | |||||||||
| Unamortized issuance costs | (6,908) | (7,152) | |||||||||
| Net carrying amount | $ | 282,798 | $ | 280,601 | |||||||
| Equity component, net of purchase discounts and issuance costs | $ | 58,560 | $ | 58,560 | |||||||
Interest expense related to the Notes is as follows (in thousands):
Three Months Ended March 31, 2020 | |||||
| Contractual interest expense | $ | 970 | |||
| Amortization of debt discount | 1,953 | ||||
| Amortization of issuance costs | 244 | ||||
| Total interest expense | $ | 3,167 | |||
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6. Commitments and Contingencies
Litigation
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We evaluate the development of legal matters on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of any currently pending legal proceedings to which we are a party will not have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
7. Stock-Based Compensation
We grant stock-based incentive awards to attract, motivate and retain qualified employees, non-employee directors and consultants, and to align their financial interests with those of our stockholders. We utilize stock-based compensation in the form of restricted stock units, options to purchase Class A common stock and Employee Stock Purchase Plan (“ESPP”) purchase rights.
As of March 31, 2020, awards outstanding under the 2009 Plan consisted of stock options, and awards outstanding under the 2014 Plan consisted of stock options and restricted stock units.
As of March 31, 2020, 1,534,427 shares of Class A common stock were available for grant under the 2014 Plan.
Our ESPP became effective on June 13, 2017. Under the ESPP, eligible employees are granted options to purchase shares of Class A common stock at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about January 15 and July 15 and are exercisable on or about the succeeding July 14 and January 14, respectively, of each year. As of March 31, 2020, 4,538,213 shares of Class A common stock were available for issuance under the ESPP. No participant may purchase more than $12,500 worth of common stock in a -month offering period.
Stock-Based Compensation Expense
Stock-based compensation expense was recorded in the following cost and expense categories consistent with the respective employee or service provider’s related cash compensation (in thousands):
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Cost of revenue | |||||||||||
Subscription and support | $ | 431 | $ | 357 | |||||||
Professional services | 425 | 409 | |||||||||
| Operating expenses | |||||||||||
Research and development | 1,583 | 1,900 | |||||||||
Sales and marketing | 2,736 | 1,964 | |||||||||
General and administrative | 4,761 | 3,563 | |||||||||
Total | $ | 9,936 | $ | 8,193 | |||||||
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Stock Options
The following table summarizes the option activity under the Plans for the three months ended March 31, 2020:
Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
| Outstanding at December 31, 2019 | 4,353,167 | $ | 14.32 | 5.6 | $ | 120,714 | |||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Forfeited | (21,735) | 20.50 | |||||||||||||||||||||
| Exercised | (225,310) | 12.40 | |||||||||||||||||||||
| Outstanding at March 31, 2020 | 4,106,122 | $ | 14.39 | 5.4 | $ | 73,653 | |||||||||||||||||
| Exercisable at March 31, 2020 | 3,703,584 | $ | 14.01 | 5.2 | $ | 67,834 | |||||||||||||||||
Options to purchase Class A common stock generally vest over a - or -year period and are generally granted for a term of ten years. The total intrinsic value of options exercised during the three months ended March 31, 2020 and 2019 was $6.6 million and $34.3 million, respectively.
No options were granted during the three months ended March 31, 2020 and 2019. The total fair value of options vested during the three months ended March 31, 2020 and 2019 was approximately $1.4 million and $2.7 million, respectively. Total unrecognized compensation expense of $2.5 million related to options will be recognized over a weighted-average period of 1.2 years.
Restricted Stock Units
Restricted stock units granted to employees generally vest over a - or -year period in equal, annual installments or with -year cliff vesting. Restricted stock units granted to non-employee members of our Board of Directors generally have -year cliff vesting from the date of grant. The recipient of a restricted stock unit award under the Plan will have no rights as a stockholder until share certificates are issued by us, but, at the discretion of our Compensation Committee, has the right to receive a dividend equivalent payment in the form of additional restricted stock units. Additionally, until the shares are issued, they have no voting rights and may not be bought or sold. The fair value for restricted stock units is calculated based on the stock price on the date of grant. The total fair value of restricted stock units vested during the three months ended March 31, 2020 and 2019 was approximately $7.8 million and $4.3 million, respectively.
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The following table summarizes the restricted stock unit activity under the Plan for the three months ended March 31, 2020:
Number of Shares | Weighted- Average Grant Date Fair Value | ||||||||||
| Unvested at December 31, 2019 | 3,039,020 | $ | 31.39 | ||||||||
| Granted | 636,445 | 45.69 | |||||||||
| Forfeited | (53,456) | 32.91 | |||||||||
Vested(1) | (286,338) | 27.23 | |||||||||
| Unvested at March 31, 2020 | 3,335,671 | $ | 34.47 | ||||||||
(1) During the three months ended March 31, 2020, in accordance with our Nonqualified Deferred Compensation Plan, recipients of 168,966 shares had elected to defer settlement of the vested restricted stock units and no shares were released from deferral. This resulted in total deferred units of 706,168 as of March 31, 2020.
Compensation expense associated with unvested restricted stock units is recognized on a straight-line basis over the vesting period. At March 31, 2020, there was approximately $79.0 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted-average period of 2.6 years.
Employee Stock Purchase Plan
The fair value of each share issued under the ESPP is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility is based on the historical volatility of our common stock. The expected term represents the period of time the ESPP purchase rights are expected to be outstanding. The expected term for the ESPP purchase rights approximates the offering period. The risk-free interest rate is based on yields on U.S. Treasury STRIPS (Separate Trading of Registered Interest and Principal of Securities) with a maturity similar to the estimated expected term of the ESPP purchase rights.
The fair value of our ESPP purchase rights was estimated assuming no expected dividends and the following weighted-average assumptions:
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Expected term (in years) | 0.5 | 0.5 | |||||||||
| Risk-free interest rate | 1.5% | 2.6% | |||||||||
| Expected volatility | 40.6% | 48.6% | |||||||||
During the three months ended March 31, 2020, 94,020 shares of common stock were purchased under the ESPP at a weighted-average price of $38.93 per share, resulting in cash proceeds of $3.7 million.
Compensation expense associated with ESPP purchase rights is recognized on a straight-line basis over the vesting period. At March 31, 2020, there was approximately $750,000 of total unrecognized compensation expense related to the ESPP, which is expected to be recognized over a weighted-average period of 0.3 years.
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8. Revenue Recognition
Disaggregation of Revenue
The following table presents our revenues disaggregated by industry (in thousands).
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Information technology | $ | 11,090 | $ | 9,162 | |||||||
| Diversified financials | 9,867 | 7,438 | |||||||||
| Consumer discretionary | 9,437 | 7,979 | |||||||||
| Industrials | 9,224 | 7,792 | |||||||||
| Banks | 8,501 | 6,678 | |||||||||
| Healthcare | 8,420 | 6,584 | |||||||||
| Energy | 6,424 | 5,644 | |||||||||
| Other | 22,838 | 18,686 | |||||||||
Total revenues | $ | 85,801 | $ | 69,963 | |||||||
The following table presents our revenues disaggregated by type of good or service (in thousands):
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Subscription and support | $ | 68,361 | $ | 56,123 | |||||||
| XBRL professional services | 13,432 | 11,410 | |||||||||
| Other services | 4,008 | 2,430 | |||||||||
Total revenues | $ | 85,801 | $ | 69,963 | |||||||
Deferred Revenue
We recognized $63.6 million and $51.3 million of revenue during the three months ended March 31, 2020 and 2019, respectively, that was included in the deferred revenue balances at the beginning of the respective periods.
Transaction Price Allocated to the Remaining Performance Obligations
As of March 31, 2020, we expect revenue of approximately $269.2 million to be recognized from remaining performance obligations for subscription contracts. We expect to recognize approximately $187.4 million of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.
9. Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including convertible senior notes, outstanding stock options, stock related to unvested restricted stock units, and common stock issuable pursuant to the ESPP to the extent dilutive. Basic and diluted net loss per share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive.
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The net loss per share is allocated based on the participation rights of the Class A and Class B common shares as if the loss for the year has been distributed. As the liquidation and dividend rights are identical, the net loss is allocated on a proportionate basis.
A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows (in thousands, except share and per share data):
| Three months ended | |||||||||||||||||||||||
| March 31, 2020 | March 31, 2019 | ||||||||||||||||||||||
Class A | Class B | Class A | Class B | ||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net loss | $ | (8,662) | $ | (1,911) | $ | (5,898) | $ | (1,565) | |||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted-average common shares outstanding - basic and diluted | 38,952,305 | 8,593,398 | 35,746,572 | 9,482,707 | |||||||||||||||||||
| Basic and diluted net loss per share | $ | (0.22) | $ | (0.22) | $ | (0.17) | $ | (0.17) | |||||||||||||||
The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows:
As of | |||||||||||
| March 31, 2020 | March 31, 2019 | ||||||||||
| Shares subject to outstanding common stock options | 4,106,122 | 5,430,220 | |||||||||
| Shares subject to unvested restricted stock units | 3,335,671 | 2,700,493 | |||||||||
| Shares issuable pursuant to the ESPP | 107,331 | 92,664 | |||||||||
Additionally, approximately 4.3 million shares of our Class A common stock underlying the conversion option in the Notes, are not considered in the calculation of diluted net loss per share as the effect would be anti-dilutive. We use the treasury stock method for calculating any potential dilutive effect of the conversion option on diluted net income per share, if applicable. During the year ended March 31, 2020, the average market price of our Class A common stock did not exceed the conversion price of the Notes of $80.16 per share.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this report and in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2020. In addition to historical consolidated financial information, this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to these differences include, but are not limited to, those identified below, and those discussed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019, in “Item 1A. Risk Factors” in Part II of this Quarterly Report on Form 10-Q and in any subsequent filing we make with the SEC.
Overview
Workiva provides the world’s leading connected reporting and compliance platform, which is used by thousands of public and private companies, government agencies and higher-education institutions. The Workiva platform offers controlled collaboration, data linking, data integrations, granular permissions, process management and a full audit trail. Our users can connect narrative with their data, which greatly improves insight into their financial, regulatory, management and compliance reports. As of March 31, 2020, 3,507 organizations, including nearly 75% of Fortune 500® companies, subscribed to our platform.(1)
(1) Claim not confirmed by FORTUNE or Fortune Media IP Limited. FORTUNE® and FORTUNE 500® are registered trademarks of Fortune Media IP Limited and are used under license. FORTUNE and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, Workiva Inc.
Wdata, the component of our platform that includes data integration and preparation, enables our customers to connect data from Enterprise Resource Planning (ERP), Governance Risk and Compliance (GRC) and Customer Relationship Management (CRM) platforms as well as other third-party cloud and on-premise systems. Once the data is connected in the Workiva platform, users can automate data and workflow updates, track every change and seamlessly collaborate with colleagues to create trusted reports and regulatory filings.
After users integrate their enterprise systems of record with our platform, many manual steps are removed, thereby improving data integrity throughout the entire reporting process and providing an immutable audit trail. Wdata also enables a broader set of business users to explore complex data at scale and better manage data transformations in the office of the CFO.
Although Workiva solutions are used for dozens of different use cases, we currently focus our sales and marketing resources in four areas: Regulatory Reporting, Non-Regulatory Reporting, Financial Services and Integrated Risk.
We operate our business on a Software-as-a-Service (SaaS) model. Customers enter into quarterly, annual and multi-year subscription contracts to gain access to our platform. Our subscription fee includes the use of our software and technical support. Prior to the third quarter of 2018, our subscription pricing was based primarily on the number of corporate entities, number of users, level of customer support and length of contract. Thereafter, we began converting existing customer orders to, and signing new orders primarily based on, a solution-based licensing model. Under this model, operating metrics related to a customer’s expected use of each solution determine the price. At March 31, 2020, over 75% of our subscription revenue was priced on a solution-based licensing model. We charge customers additional fees primarily for document setup and XBRL tagging services.
We generate sales primarily through our direct sales force and, to a lesser extent, our customer success and professional services teams. In addition, we augment our direct sales channel with partnerships. Our advisory and service partners offer a wider range of domain and functional expertise
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that broadens the capabilities of our platform, bringing scale and support to customers and prospects. Our technology partners enable more data and process integrations to help customers connect critical transactional systems directly to our platform, which becomes a central repository of trusted data, with powerful linking, auditability and control features.
We continue to invest in the development of our solutions, infrastructure and sales and marketing to drive long-term growth. Our full-time employee headcount expanded to 1,595 at March 31, 2020 from 1,357 at March 31, 2019, an increase of 17.5%.
We have achieved significant revenue growth in recent periods. Our revenue grew to $85.8 million during the three months ended March 31, 2020 from $70.0 million during the three months ended March 31, 2019, an increase of 22.6%. We incurred net losses of $10.6 million and $7.5 million during the three months ended March 31, 2020 and March 31, 2019, respectively.
Converting existing customer orders to a solution-based licensing model contributed to the acceleration of growth in our subscription revenue in 2019. This conversion also contributed to the improvement in our subscription and support revenue retention rate including add-ons for the same period. The benefit of this contribution began to wane in the fourth quarter of 2019. Accordingly, we will need to find new sources of revenue to sustain our growth rate in future periods. To maintain our revenue growth for the longer term, we have been accelerating our investments in talent, processes and technology, particularly for expansion in EMEA, integrated risk, statutory reporting and Wdata. If these investments do not meet our expectations, we may be unable to sustain our revenue growth rate. We expect these investments to increase operating losses in absolute terms and as a percentage of revenue, ahead of any incremental revenue contribution they may generate.
Impact of COVID-19
A pandemic of respiratory disease (abbreviated "COVID-19") began to spread globally, including to the United States, in early 2020. The World Health Organization has declared COVID-19 to be a public health emergency of international concern. The full impact of the COVID-19 outbreak is inherently uncertain at the time of this report. The COVID-19 outbreak has resulted in travel restrictions and in some cases, prohibitions of non-essential activities, disruption and shutdown of certain businesses and greater uncertainty in global financial markets.
On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. It is currently unclear if and how the Company will benefit from the CARES Act, but we continue to examine the impacts the CARES Act may have on our business, results of operations, financial condition or liquidity.
We cannot fully predict the extent to which the COVID-19 outbreak will impact our business or operating results, which is highly dependent on inherently uncertain future developments, including the severity and duration of the COVID-19 outbreak and the actions taken by governments and businesses in relation to COVID-19 containment. We have adopted several measures in response to the COVID-19 outbreak, including instructing employees to work from home, restricting non-critical business travel by our employees, and canceling in-person marketing events (including our annual user conference in September 2020) and replacing them with digital events. Notwithstanding these measures, we have been able to continue to meet the needs of our customers, keeping our platform fully operational and delivering the services contracted by our customers.
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As a result of the work and travel restrictions related to the ongoing COVID-19 outbreak, substantially all of our sales activities are being conducted remotely. While we continue to enter into contracts with new and existing customers, we believe that the COVID-19 outbreak has had a negative impact on our sales activities. As of the date of this report, we are not yet able to fully quantify the extent of the negative impact on our ability to attract, retain or upsell customers, but we believe a number of customers and prospects have delayed purchasing decisions as result of the COVID-19 outbreak. Furthermore, in response to the COVID-19 outbreak existing and potential customers may ultimately choose to reduce technology spending or attempt to renegotiate contracts and obtain concessions, which could materially and negatively impact our operating results and financial condition. Because our platform is offered as a subscription-based service, the effects of the outbreak may not be fully reflected in our operating results until future periods.
Key Factors Affecting Our Performance
Generate Growth From Existing Customers. The Workiva platform can exhibit a powerful network effect within an enterprise, meaning that the usefulness of our platform attracts additional users. Since solution-based licensing offers our customers an unlimited number of seats for each solution purchased, we expect customers to add more seats over time. As more employees in an enterprise use our platform, additional opportunities for collaboration and automation drive demand among their colleagues for additional solutions. Furthermore, converting customer contracts to solution-based licensing typically generates a one-time increase in contract value for each solution.
Pursue New Customers. We sell to organizations that manage large, complex processes with many contributors and disparate sets of business data. We market our platform to professionals in the areas of: finance and accounting, regulatory reporting, management and performance reporting, integrated risk management, and global statutory reporting. We intend to continue to build our sales and marketing organization and leverage our brand equity to attract new customers.
Offer More Solutions. We intend to introduce new solutions to continue to meet growing demand for our platform. Our close and trusted relationships with our customers are a source for new use cases, features and solutions. We have a disciplined process for tracking, developing and releasing new solutions that are designed to have immediate, broad applicability; a strong value proposition; and a high return on investment for both Workiva and our customers. Our advance planning team assesses customer needs, conducts industry-based research and defines new markets. This vetting process involves our sales, product marketing, customer success, professional services, research and development, finance and senior management teams.
Expand Across Enterprises. Our success in delivering multiple solutions has created demand from customers for a broader-based, enterprise-wide Workiva platform. In response, we have been improving our technology and realigning sales and marketing to capitalize on our growing enterprise-wide opportunities. We believe this expansion will add seats and revenue and continue to support our high revenue retention rates. However, we expect that enterprise-wide deals will be larger and more complex, which tend to lengthen the sales cycle.
Add Partners. We continue to expand our relationships with partners, including consulting and advisory firms, technology partners, and implementation partners. Our global partners, including global strategic consulting and advisory firms, identify opportunities for our platform to help companies transform financial reporting and integrated risk processes. We also partner with regional accounting, consulting and implementation partners. These highly skilled regional partners provide subject-matter expertise in the implementation of specific solutions and extend our direct sales force by referring opportunities to us. Technology partners expand the ecosystem of our connected reporting and compliance platform and enable data connections and process integrations to further transform critical
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business functions, as we capitalize on growing demand for enterprise-wide opportunities. We believe that our partner ecosystem extends our global reach, accelerates the usage and adoption of our platform, and enables more efficient delivery of professional services.
Investment in growth. We plan to continue to invest in the development of our platform to enhance our current offerings and build new features. In addition, we expect to continue to invest in our sales, marketing, professional services and customer success organizations to drive additional revenue and support the needs of our growing customer base and to take advantage of opportunities that we have identified in EMEA, as well as use cases for integrated risk, global statutory reporting, Wdata and the U.S. federal government.
Seasonality. Our revenue from professional services has some degree of seasonality. Many of our customers employ our professional services just before they file their Form 10-K, often in the first calendar quarter. Our sales and marketing expense also has some degree of seasonality. Sales and marketing expense has historically been higher in the third quarter due to our annual user conference in September, although our transition to a virtual event in 2020 may partially mitigate this trend. In addition, the timing of the payments of cash bonuses to employees during the first and fourth calendar quarters may result in some seasonality in operating cash flow.
Key Performance Indicators
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (dollars in thousands) | |||||||||||
| Financial metrics | |||||||||||
Total revenue | $ | 85,801 | $ | 69,963 | |||||||
Percentage increase in total revenue | 22.6 | % | 16.8 | % | |||||||
Subscription and support revenue | $ | 68,361 | $ | 56,123 | |||||||
Percentage increase in subscription and support revenue | 21.8 | % | 20.8 | % | |||||||
Subscription and support as a percent of total revenue | 79.7 | % | 80.2 | % | |||||||
| As of March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Operating metrics | |||||||||||
Number of customers | 3,507 | 3,366 | |||||||||
Subscription and support revenue retention rate | 94.5% | 95.7% | |||||||||
Subscription and support revenue retention rate including add-ons | 110.9% | 110.7% | |||||||||
Number of customers with annual contract value $100k+ | 670 | 493 | |||||||||
Number of customers with annual contract value $150k+ | 308 | 207 | |||||||||
Total customers. We believe total number of customers is a key indicator of our financial success and future revenue potential. We define a customer as an entity with an active subscription contract as of the measurement date. Our customer is typically a parent company or, in a few cases, a significant subsidiary that works with us directly. Companies with publicly-listed securities account for a substantial majority of our customers.
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Subscription and support revenue retention rate. We calculate our subscription and support revenue retention rate based on all customers that were active at the end of the same calendar quarter of the prior year (“base customers”). We begin by annualizing the subscription and support revenue recorded in the same calendar quarter of the prior year for those base customers who are still active at the end of the current quarter. We divide the result by the annualized subscription and support revenue in the same quarter of the prior year for all base customers.
Our subscription and support revenue retention rate was 94.5% as of March 31, 2020, down modestly from the rate as of March 31, 2019. We believe that our success in maintaining a high rate of revenue retention is attributable primarily to our robust technology platform and strong customer service. Customers being acquired or otherwise ceasing to file SEC reports accounted for just under half of our revenue attrition in the latest quarter.
Subscription and support revenue retention rate including add-ons. Add-on revenue includes the change in both solutions and pricing for existing customers. We calculate our subscription and support revenue retention rate including add-ons by annualizing the subscription and support revenue recorded in the current quarter for our base customers that were active at the end of the current quarter. We divide the result by the annualized subscription and support revenue in the same quarter of the prior year for all base customers.
Our subscription and support revenue retention rate including add-ons was 110.9% as of the quarter ended March 31, 2020, up from 110.7% as of March 31, 2019.
Annual contract value. Our annual contract value for each customer is calculated by annualizing the subscription and support revenue recognized during each quarter. We believe the increase in the number of larger contracts shows our progress in expanding our customers’ adoption of our platform.
Components of Results of Operations
Revenue
We generate revenue through the sale of subscriptions to our cloud-based software and the delivery of professional services. We serve a wide range of customers in many industries, and our revenue is not concentrated with any single customer or small group of customers. For the three months ended March 31, 2020 and 2019, no single customer represented more than 1% of our revenue, and our largest 10 customers accounted for less than 5% of our revenue in the aggregate.
We generate sales directly through our sales force and partners. We also identify some sales opportunities with existing customers through our customer success and professional services teams.
Our customer contracts typically range in length from twelve to 36 months. We typically invoice our customers for subscription fees annually in advance. For contracts with a two or three year term, customers sometimes elect to pay the entire multi-year subscription term in advance. Our arrangements do not contain general rights of return.
Subscription and Support Revenue. We recognize subscription and support revenue on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Amounts that are invoiced are initially recorded as deferred revenue.
Professional Services Revenue. We believe our professional services facilitate the sale of our subscription service to certain customers. To date, most of our professional services have consisted of document set up, XBRL tagging, and consulting to help our customers with business processes and best practices for using our platform. Our professional services are not required for customers to utilize our solution. We recognize revenue for document set ups when the service is complete and control has
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transferred to the customer. Revenues from XBRL tagging and consulting services are recognized as the services are performed.
Cost of Revenue
Cost of revenue consists primarily of personnel and related costs directly associated with our professional services, customer success teams and training personnel, including salaries, benefits, bonuses, and stock-based compensation; the costs of contracted third-party vendors; the costs of server usage by our customers; information technology costs; and facility costs. Costs of server usage are comprised primarily of fees paid to Amazon Web Services and Google Cloud Platform.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions, travel, and stock-based compensation. Other costs included in this expense are marketing and promotional events, our annual user conference, online marketing, product marketing, information technology costs, and facility costs. Sales commissions paid where the amortization period is one year or less are expensed as incurred. All other sales commissions are considered incremental costs of obtaining a contract with a customer and are deferred and amortized on a straight-line basis over a period of benefit that we have determined to be three years.
Research and Development Expenses
Research and development expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, and stock-based compensation; costs of server usage by our developers; information technology costs; and facility costs.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel and related costs for our executive, finance and accounting, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation; legal, accounting, and other professional service fees; other corporate expenses; information technology costs; and facility costs.
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Results of Operations
The following table sets forth selected consolidated statement of operations data for each of the periods indicated:
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
(in thousands) | |||||||||||
| Revenue | |||||||||||
| Subscription and support | $ | 68,361 | $ | 56,123 | |||||||
| Professional services | 17,440 | 13,840 | |||||||||
| Total revenue | 85,801 | 69,963 | |||||||||
| Cost of revenue | |||||||||||
Subscription and support(1) | 12,153 | 9,809 | |||||||||
Professional services(1) | 10,243 | 9,727 | |||||||||
| Total cost of revenue | 22,396 | 19,536 | |||||||||
| Gross profit | 63,405 | 50,427 | |||||||||
| Operating expenses | |||||||||||
Research and development(1) | 22,994 | 22,011 | |||||||||
Sales and marketing(1) | 36,117 | 25,365 | |||||||||
General and administrative(1) | 13,448 | 10,383 | |||||||||
| Total operating expenses | 72,559 | 57,759 | |||||||||
| Loss from operations | (9,154) | (7,332) | |||||||||
| Interest income | 1,706 | 492 | |||||||||
| Interest expense | (3,554) | (440) | |||||||||
| Other income and (expense), net | 718 | (172) | |||||||||
| Loss before provision for income taxes | (10,284) | (7,452) | |||||||||
| Provision for income taxes | 289 | 11 | |||||||||
| Net loss | $ | (10,573) | $ | (7,463) | |||||||
(1) Stock-based compensation expense included in these line items was as follows:
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
(in thousands) | |||||||||||
| Cost of revenue | |||||||||||
Subscription and support | $ | 431 | $ | 357 | |||||||
Professional services | 425 | 409 | |||||||||
| Operating expenses | |||||||||||
Research and development | 1,583 | 1,900 | |||||||||
Sales and marketing | 2,736 | 1,964 | |||||||||
General and administrative | 4,761 | 3,563 | |||||||||
Total stock-based compensation expense | $ | 9,936 | $ | 8,193 | |||||||
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The following table sets forth our consolidated statement of operations data as a percentage of revenue for each of the periods indicated:
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Revenue | |||||||||||
| Subscription and support | 79.7 | % | 80.2 | % | |||||||
| Professional services | 20.3 | 19.8 | |||||||||
| Total revenue | 100.0 | 100.0 | |||||||||
| Cost of revenue | |||||||||||
| Subscription and support | 14.2 | 14.0 | |||||||||
| Professional services | 11.9 | 13.9 | |||||||||
| Total cost of revenue | 26.1 | 27.9 | |||||||||
| Gross profit | 73.9 | 72.1 | |||||||||
| Operating expenses | |||||||||||
| Research and development | 26.8 | 31.5 | |||||||||
| Sales and marketing | 42.1 | 36.3 | |||||||||
| General and administrative | 15.7 | 14.8 | |||||||||
| Total operating expenses | 84.6 | 82.6 | |||||||||
| Loss from operations | (10.7) | (10.5) | |||||||||
| Interest income | 2.0 | 0.7 | |||||||||
| Interest expense | (4.1) | (0.6) | |||||||||
| Other income and (expense), net | 0.8 | (0.2) | |||||||||
| Loss before provision for income taxes | (12.0) | (10.6) | |||||||||
| Provision for income taxes | 0.3 | — | |||||||||
| Net loss | (12.3) | % | (10.6) | % | |||||||
Comparison of Three Months Ended March 31, 2020 and 2019
Revenue
| Three months ended March 31, | |||||||||||||||||
| 2020 | 2019 | % Change | |||||||||||||||
(dollars in thousands) | |||||||||||||||||
| Revenue | |||||||||||||||||
Subscription and support | $ | 68,361 | $ | 56,123 | 21.8% | ||||||||||||
Professional services | 17,440 | 13,840 | 26.0% | ||||||||||||||
Total revenue | $ | 85,801 | $ | 69,963 | 22.6% | ||||||||||||
Total revenue increased $15.8 million for the three months ended March 31, 2020 compared to the same quarter a year ago due primarily to a $12.2 million increase in subscription and support revenue. Growth in subscription and support revenue in the first quarter was attributable mainly to strong demand and better pricing for a broad range of use cases, including SEC reporting, global statutory reporting, risk and controls, and financial and managerial reporting. Additionally, professional services revenue increased $3.6 million due to migrating customers to inline XBRL, additional setup and consulting revenue, and typical organic growth in XBRL professional services. The total number of our customers expanded 4.2% from March 31, 2019 to March 31, 2020.
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Cost of Revenue
| Three months ended March 31, | |||||||||||||||||
| 2020 | 2019 | % Change | |||||||||||||||
| (dollars in thousands) | |||||||||||||||||
| Cost of revenue | |||||||||||||||||
Subscription and support | $ | 12,153 | $ | 9,809 | 23.9% | ||||||||||||
Professional services | 10,243 | 9,727 | 5.3% | ||||||||||||||
Total cost of revenue | $ | 22,396 | $ | 19,536 | 14.6% | ||||||||||||
Cost of revenue increased $2.9 million in the three months ended March 31, 2020 compared to the same quarter a year ago due primarily to $2.5 million in higher cash-based compensation and benefits due mostly to increased headcount. The increase in headcount was the result of our continued investment in and support of our new platform and solutions.
Operating Expenses
| Three months ended March 31, | |||||||||||||||||
| 2020 | 2019 | % Change | |||||||||||||||
(dollars in thousands) | |||||||||||||||||
| Operating expenses | |||||||||||||||||
Research and development | $ | 22,994 | $ | 22,011 | 4.5% | ||||||||||||
Sales and marketing | 36,117 | 25,365 | 42.4% | ||||||||||||||
General and administrative | 13,448 | 10,383 | 29.5% | ||||||||||||||
Total operating expenses | $ | 72,559 | $ | 57,759 | 25.6% | ||||||||||||
Research and Development
Research and development expenses increased $1.0 million in the three months ended March 31, 2020 compared to the same quarter a year ago due primarily to $1.3 million in higher cash-based compensation and benefits.
Sales and Marketing
Sales and marketing expenses increased $10.8 million during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 due primarily to $8.8 million in higher cash-based compensation and benefits, $0.8 million in additional stock-based compensation, and a $0.5 million increase related to consulting and recruiting. Headcount in sales and marketing increased 34.9% in the quarter ended March 31, 2020 compared to the same quarter a year ago. We expect to continue our investments in sales and marketing to help drive revenue growth.
General and Administrative
General and administrative expenses increased $3.1 million during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 due primarily to $0.9 million in higher cash-based compensation and benefits and $1.2 million in additional stock-based compensation. Headcount in general and administrative increased 26.1% compared to the same quarter a year ago.
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Non-Operating Income (Expenses)
| Three months ended March 31, | |||||||||||||||||
| 2020 | 2019 | % Change | |||||||||||||||
(dollars in thousands) | |||||||||||||||||
| Interest income | $ | 1,706 | $ | 492 | 246.7% | ||||||||||||
Interest expense | (3,554) | (440) | 707.7% | ||||||||||||||
| Other income and (expense), net | 718 | (172) | (517.4)% | ||||||||||||||
Interest Income, Interest Expense and Other Income and (Expense), Net
During the three months ended March 31, 2020, interest income increased $1.2 million compared to the same quarter a year ago due to increase amounts in our investment accounts. Interest expense increased $3.1 million during the same time period due to the issuance of our senior convertible notes.
During the three months ended March 31, 2020, other income and (expense), net increased $0.9 million compared to the same quarter a year ago due primarily to gains on foreign currency transactions.
Liquidity and Capital Resources
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
(in thousands) | |||||||||||
| Cash flow provided by operating activities | $ | 4,749 | $ | 5,119 | |||||||
| Cash flow provided by (used in) investing activities | 2,801 | (16,592) | |||||||||
| Cash flow provided by financing activities | 4,755 | 12,520 | |||||||||
| Net increase in cash and cash equivalents, net of impact of exchange rates | $ | 11,692 | $ | 1,152 | |||||||
As of March 31, 2020, our principal sources of liquidity were cash, cash equivalents and marketable securities totaling $496.0 million, which were held for working capital purposes. We have financed our operations primarily through the proceeds of offerings of equity, convertible debt, and cash from operating activities. We have generated significant operating losses and negative cash flows from operating activities as reflected in our accumulated deficit and consolidated statements of cash flows. While we expect to continue to incur operating losses and may incur negative cash flows from operations in the future, we believe that current cash and cash equivalents and cash flows from operating activities will be sufficient to fund our operations for at least the next twelve months.
We filed a universal shelf registration statement on Form S-3 with the SEC, which became effective August 10, 2017. Under the shelf registration statement, we may offer and sell, from time to time in the future in one or more public offerings, our Class A common stock, preferred stock, debt securities, warrants, rights and units. The aggregate initial offering price of all securities sold by us under the shelf registration statement will not exceed $250.0 million.
In August 2019, we issued $345.0 million aggregate principal amount of 1.125% convertible senior notes due 2026 (the "Notes"). The Notes are senior, unsecured obligations and bear interest at a fixed rate of 1.125% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020. Proceeds from the issuance of the Notes totaled $335.9 million, net of initial purchaser discounts and issuance costs.
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Operating Activities
For the three months ended March 31, 2020, cash provided by operating activities was $4.7 million. The primary factors affecting our operating cash flows during the period were our net loss of $10.6 million, adjusted for non-cash charges of $1.1 million for depreciation and amortization of our property and equipment and intangible assets, $9.9 million of stock-based compensation expense, $2.2 million for the amortization of our debt discount and issuance costs and a $1.9 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $14.3 million decrease in accounts receivable and a $0.6 million decrease in deferred commissions partially offset by a $2.0 million increase in prepaid expenses, a $1.4 million decrease in accounts payable, a $1.2 million decrease in deferred revenue, and an $8.0 million decrease in accrued expenses and other liabilities. The decrease in deferred revenue was due primarily to amounts excluded at March 31, 2020 related to contracts posing higher credit risk related to COVID-19. Deferred commissions decreased due to the sales cycle slowing at the end of the quarter from the effects of COVID-19. Decreases in accounts receivable and accounts payable were attributable primarily to the timing of our billings, cash collections, and cash payments. The increase in accrued expenses and other liabilities were attributable primarily to the timing of our payment of annual bonuses. The increase in prepaid expenses was due primarily to timing of payments relating to cloud infrastructure services and subscriptions.
For the three months ended March 31, 2019, cash provided by operating activities was $5.1 million. The primary factors affecting our operating cash flows during the period were our net loss of $7.5 million, adjusted for non-cash charges of $0.9 million for depreciation and amortization of our property and equipment and intangible assets, $8.2 million of stock-based compensation expense, and a $3.8 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $14.8 million decrease in accounts receivable and a $2.0 million increase in deferred revenue offset partially by a $2.0 million increase in deferred commissions, a $3.2 million increase in prepaid expenses and other, a $1.5 million increase in other assets, a $4.5 million decrease in accrued expenses and other liabilities and a $1.6 million decrease in accounts payable. Customer growth accounted for most of the increase in deferred revenue. We offer limited incentives for customers to enter into contract terms for more than one year. Deferred commissions increased due primarily to additional payments made to our sales force related to the direct and incremental costs of obtaining a customer contract. The decreases in accounts receivable, accounts payable and accrued expenses and other liabilities were attributable primarily to the timing of our billings, cash collections, and cash payments. The increases in prepaid expenses and other assets were due primarily to timing of payments relating to cloud infrastructure services and our annual user conference.
Investing Activities
Cash provided by investing activities of $2.8 million for the three months ended March 31, 2020 was due primarily to $13.0 million from maturities of marketable securities and $11.4 million from the sale of marketable securities, partially offset by $20.8 million in purchases of marketable securities and $0.7 million of capital expenditures. Our capital expenditures were associated primarily with computer equipment in support of expanding our infrastructure and work force.
Cash used in investing activities of $16.6 million for the three months ended March 31, 2019 was due primarily to $22.2 million in purchases of marketable securities and $1.7 million of capital expenditures partially offset by $7.4 million from the maturities of marketable securities. Our capital expenditures were associated primarily with furniture and fixtures in support of expanding our infrastructure and work force.
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Financing Activities
Cash provided by financing activities of $4.8 million for the three months ended March 31, 2020 was due primarily to $2.8 million in proceeds from option exercises and $3.7 million in proceeds from shares issued in connection with our employee stock purchase plan partially offset by $1.4 million in taxes paid related to net share settlements of stock-based compensation awards.
Cash provided by financing activities of $12.5 million for the three months ended March 31, 2019 was due primarily to $11.1 million in proceeds from option exercises and $2.1 million in proceeds from shares issued in connection with our employee stock purchase plan partially offset by $0.4 million in taxes paid related to net share settlements of stock-based compensation awards.
Contractual Obligations and Commitments
There were no material changes in our contractual obligations and commitments from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 20, 2020.
Off-Balance Sheet Arrangements
During all periods presented, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As a result, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, income taxes and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
During the three months ended March 31, 2020, there were no significant changes to our critical accounting policies and estimates as described in the financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 20, 2020.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk, see “Item 7A., Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the year ended December 31, 2019. Our exposures to market risk have not changed materially since December 31, 2019.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Our disclosure controls and procedures are intended to provide assurance at a reasonable level that the information we are required to
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disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any material change in our internal control over financial reporting during the quarter covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceedings
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would have a material adverse effect on our business, financial condition, operating results or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2019 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. Other than the items noted below, there have been no material changes during fiscal 2020 to the risk factors that were included in the Form 10-K.
The COVID-19 pandemic has adversely impacted our business, and its ultimate impact on our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.
The COVID-19 pandemic has significantly impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. While it remains a developing situation, the pandemic and any quarantines, interruptions in travel and business disruptions with respect to us, our customers or partners have had and will continue to have an impact on our business. Although we are continuing to monitor and assess the effects of the COVID-19 pandemic, the ultimate impact of the COVID-19 pandemic on our business is highly uncertain and will depend on certain developments, including the duration and spread of the outbreak, impact on our customers and our sales cycles, and effect on our vendors, all of which are uncertain and cannot be predicted.
As a result of the work and travel restrictions related to the ongoing COVID-19 outbreak, substantially all of our sales activities are being conducted remotely. While we continue to enter into contracts with new and existing customers, we believe that the COVID-19 outbreak has had a negative impact on our sales activities. As of the date of this report, we are not yet able to quantify the extent of the negative impact on our ability to attract, retain or upsell customers. Furthermore, existing and potential customers may choose to reduce or delay technology spending in response to the COVID-19 outbreak, or attempt to renegotiate contracts and obtain concessions, which may materially and negatively impact our operating results and financial condition. Because our platform is offered as a subscription-based service, the effect of the outbreak may not be fully reflected in our operating results until future periods, if at all.
Furthermore, the COVID-19 pandemic and measures taken to reduce its spread may affect other aspects of our business, including:
•an economic downturn generally, and a decrease in short- or long-term demand for our software specifically, as a result of widespread business shutdowns or slowdowns;
•more difficult and more expensive travel for our employees, partners and customers, ultimately affecting the sales of our software and services;
•deterioration of financial markets leading to negative impacts on our investment portfolio;
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•increased volatility in our industry due to heightened uncertainty;
•the increase in business failures among businesses that we serve;
•our customers’ ability to pay for our products and services; and
•our ability to attract, retain or upsell customers, including as a result of our employees working remotely and/or closures of offices and facilities.
Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
Our quarterly results of operations, including the levels of our revenue, gross margin, profitability, cash flow and deferred revenue, may vary significantly in the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, and therefore, may not fully reflect the underlying performance of our business. Fluctuations in quarterly results may negatively impact the value of our Class A common stock. Factors that may cause fluctuations in our quarterly financial results include, without limitation, those listed below:
•our ability to attract new customers in multiple regions around the world;
•the addition or loss of large customers, including through acquisitions or consolidations;
•the timing of recognition of revenue;
•the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;
•network outages, security breaches, technical difficulties or interruptions with our services;
•general economic, industry and market conditions, both domestically and internationally, including any economic downturns and adverse impacts resulting from the ongoing COVID-19 pandemic;
•customer renewal rates;
•pricing changes upon any renewals of customer agreements;
•the pace of transition of customers from seat-based licensing to solution-based licensing;
•changes in our pricing policies or those of our competitors;
•the mix of solutions sold during a period;
•seasonal variations in sales of our solutions;
•seasonal variations in the delivery of our services;
•the timing and success of new product and service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;
•the announcement or adoption of new regulations and policy mandates or changes to existing regulations and policy mandates;
•changes in foreign currency exchange rates;
•future accounting pronouncements or changes in our accounting policies;
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•the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; and
•unforeseen litigation and intellectual property infringement.
Any failure or interruptions in the internet infrastructure, bandwidth providers, data center providers, other third parties or our own systems for providing our solutions to customers could negatively impact our business.
Our ability to deliver our solutions is dependent on the development and maintenance of the internet and other telecommunications services by third parties. Such services include maintenance of a reliable network backbone with the necessary speed, data capacity and security for providing reliable internet access and services and reliable telecommunications systems that connect our operations. While our solutions are designed to operate without interruption, we may experience interruptions and delays in services and availability from time to time. For example, the rapid spread of COVID-19 globally in early 2020 has resulted in travel restrictions and in some cases, prohibitions of non-essential travel, disruption and shutdown of third party providers’ businesses. We rely on systems as well as third-party vendors, including data center, bandwidth, and telecommunications equipment providers, to provide our solutions. We do not maintain redundant systems or facilities for some of these services. In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationship with our customers.
Because our platform is offered on a subscription basis, we are required to recognize revenue for it over the term of the subscription. As a result, downturns or upturns in sales may not be immediately reflected in our operating results.
We generally recognize subscription and support revenue from customers ratably over the terms of their subscription agreements, which are typically on a quarterly or annual cycle and automatically renew for additional periods. As a result, a substantial portion of the revenue we report in each quarter will be derived from the recognition of deferred revenue relating to subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be immediately reflected in our revenue results for that quarter. Such a decline, however, would negatively affect our revenue in future quarters. Accordingly, the effect of any significant downturns in sales and market acceptance of our solutions and potential changes in our rate of renewals, including changes as a result of the ongoing COVID-19 pandemic, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our subscription revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term. In addition, we may be unable to adjust our cost structure to reflect the changes in revenue, which could adversely affect our operating results.
We cannot accurately predict subscription renewal or upgrade rates and the impact these rates may have on our future revenue and operating results.
Our business depends substantially on customers renewing their subscriptions with us and expanding their use of our services. Our customers have no obligation to renew their subscriptions for our services after the expiration of their initial subscription period. While we have historically maintained a subscription and support revenue retention rate of greater than 94%, we may be unable to maintain this historical rate and we may be unable to accurately predict our subscription and support revenue retention rate. In addition, our customers may renew for shorter contract lengths, lower prices or fewer users. We cannot accurately predict new subscription or expansion rates and the impact these rates may have on our future revenue and operating results. Our renewal rates may decline or fluctuate as a result of a number of factors, including customer dissatisfaction with our service, customers’ ability to continue their operations
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and spending levels and deteriorating general economic conditions. Furthermore, the ongoing COVID-19 pandemic may impact our customers’ ability to renew their subscriptions for our service or pay us in accordance with their current subscriptions. If our customers do not renew their subscriptions for our service, purchase fewer solutions at the time of renewal, or negotiate a lower price upon renewal, our revenue will decline and our business will suffer. Our future success also depends in part on our ability to sell additional solutions and services, more subscriptions or enhanced editions of our services to our current customers, which may also require increasingly sophisticated and costly sales efforts that are targeted at senior management. If our efforts to sell additional solutions and services to our customers are not successful, our growth and operations may be impeded. In addition, any decline in our customer renewals or failure to convince our customers to broaden their use of our services would harm our future operating results.
Adverse economic conditions or reduced technology spending may adversely impact our business.
Our business depends on the overall demand for technology and on the economic health of our current and prospective customers. Global financial developments, downturns and global health crises or pandemics may harm us, including disruptions or restrictions on our employees’ ability to work and travel. In general, weakened global economic conditions, including those from the ongoing COVID-19 pandemic, make it difficult for our customers, prospective customers and us to forecast and plan future business activities accurately. These conditions could cause our customers or prospective customers to reevaluate their decision to purchase our solutions. Weak global economic conditions or a reduction in technology spending even if conditions improve, could adversely impact our business, financial condition and results of operations in a number of ways, including longer sales cycles, lower prices for our solutions, reduced bookings and lower or no growth.
Our sales cycle is unpredictable. As more of our sales efforts are targeted at larger enterprise customers, our sales cycle may become more time-consuming and expensive, and we may encounter pricing pressure, which could harm our business and operating results.
The cost and length of our sales cycle varies by customer and is unpredictable. As we target more of our sales efforts at selling additional solutions to larger enterprise customers, we may face greater costs, longer sales cycles and less predictability in completing some of our sales. These types of sales often require us to provide greater levels of education regarding the use and benefits of our service. In addition, larger customers may demand more document setup services, training and other professional services. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales and diverting sales and professional services resources to a smaller number of larger transactions. Furthermore, as a result of the ongoing COVID-19 pandemic, many enterprises have limited travel and in person meetings and implemented other restrictions that could make the sales process more lengthy and difficult.
Sales to customers outside the United States expose us to risks inherent in international sales.
A key element of our growth strategy is to expand our international operations and develop a worldwide customer base. A growing portion of our revenue is from customers headquartered outside the United States. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic and political risks that are different from those in the United States. Because of our limited experience with international operations, our international expansion efforts may not be successful in creating additional demand for our solutions outside of the United States or in effectively selling subscriptions to our solutions in all of the international markets we enter. In addition, we face risks in doing business internationally that could adversely affect our business, including:
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•the need to localize and adapt our solutions for specific countries, including translation into foreign languages and associated expenses;
•increased management, travel, infrastructure, legal compliance and regulation costs associated with having multiple international operations;
•sales and customer service challenges associated with operating in different countries;
•data privacy laws that require customer data to be stored and processed in a designated territory;
•inadequate local infrastructure and difficulties in staffing and managing foreign operations;
•different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;
•new and different sources of competition;
•weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;
•laws and business practices favoring local competitors;
•compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations;
•increased financial accounting and reporting burdens and complexities;
•restrictions on the transfer of funds;
•an uncertain trade environment;
•adverse tax consequences;
•unstable regional and economic political conditions;
•changes in the public perception of governments in the regions where we operate or plan to operate;
•liquidity issues or political actions by sovereign nations, including nations with a controlled currency environment, which could result in decreased values of these balances or potential difficulties protecting our foreign assets or satisfying local obligations;
•delays resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers;
•issues resulting from operations in locations with a higher incidence of corruption and fraudulent business practices; and
•natural disasters, acts of war, terrorism, security breaches, pandemics or other health crises, including the ongoing COVID-19 pandemic.
Currently, some of our international contracts are denominated in local currencies; however, the majority of our local costs are denominated in local currencies. We anticipate that over time, an increasing portion of our international contracts may be denominated in local currencies. Therefore, fluctuations in the value of the United States dollar and foreign currencies may impact our operating results when translated into United States dollars. We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations.
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Some of our third-party business partners have international operations and are also subject to these risks and if our third-party business partners are unable to appropriately manage these risks, our business may be harmed. If sales to any of our customers outside of the United States are reduced, delayed or canceled because of any of the above factors, our revenue may decline
Item 2. Unregistered Sales of Securities and Use of Proceeds
Sales of Unregistered Securities
Not applicable.
Use of Proceeds from Public Offerings of Common Stock
There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act on December 12, 2014.
Issuer Purchases of Equity Securities
The following table provides information about purchases of shares of our Class A Common Stock during the three months ended March 31, 2020 related to shares withheld upon vesting of restricted stock units for tax withholding obligations:
| Date | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program | ||||||||||||||||||||||
| January 2020 | 4,065 | $ | 45.15 | — | — | |||||||||||||||||||||
| February 2020 | 26,274 | $ | 45.49 | — | — | |||||||||||||||||||||
| March 2020 | — | — | — | — | ||||||||||||||||||||||
| Total | 30,339 | $ | 45.44 | — | — | |||||||||||||||||||||
(1) Total number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of stock-based compensation awards.
Item 5. Other Information
In connection with his previously announced retirement, Troy Calkins, Executive Vice President, Chief Administrative Officer and Corporate Secretary, has agreed to provide consulting services to the Company. On April 26, 2020, the Compensation Committee of our Board of Directors approved a Consulting Agreement by and between the Company and Mr. Calkins (the "Consulting Agreement"). Pursuant to the terms of the Consulting Agreement, Mr. Calkins will perform consulting services to the Company for a period of twelve months following his retirement on May 31, 2020. The services will be provided as requested by the Company's President and Chief Executive Officer or Senior Vice President and General Counsel and are expected to include assisting with the transition of duties performed by Mr. Calkins for the Company prior to his retirement. In consideration of his services under the Consulting Agreement, the Company will pay Mr. Calkins an hourly fee of $400. Service by Mr. Calkins under the Consulting Agreement will constitute "continuous service" as defined in the Company's equity compensation Plans. To induce Mr. Calkins to enter into the Consulting Agreement, on April 26, 2020, the Compensation Committee also approved an amendment to the award of 112,360 restricted stock units
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granted to Mr. Calkins by the Company on February 1, 2018 (the "2018 RSU Award") to accelerate the vesting of 75,281 units covered by the 2018 RSU Award to May 30, 2020. Mr. Calkins and the Company have also entered into a Restricted Stock Unit Grant Cancellation Agreement pursuant to which the award of 25,997 restricted stock units granted to Mr. Calkins by the Company on February 3, 2020, shall be canceled effective May 31, 2020.
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Item 6. Exhibits
The following exhibits are being filed herewith or incorporated by reference herein:
Exhibit Number | Description | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101 | The following financial information from Workiva Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Changes in Stockholders Equity (Deficit), (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 30th day of April, 2020.
WORKIVA INC. | |||||
By: | /s/ Martin J. Vanderploeg, Ph.D. | ||||
Name: | Martin J. Vanderploeg, Ph.D. | ||||
Title: | President and Chief Executive Officer | ||||
By: | /s/ J. Stuart Miller | ||||
Name: | J. Stuart Miller | ||||
Title: | Executive Vice President and Chief Financial Officer | ||||
By: | /s/ Jill Klindt | ||||
Name: | Jill Klindt | ||||
Title: | Senior Vice President, Treasurer and Chief Accounting Officer | ||||
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