WORKIVA INC - Quarter Report: 2023 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, 2023
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 27, 2023, there were approximately 49,544,653 shares of the registrant's Class A common stock and 3,845,583 shares of the registrant's Class B common stock outstanding.

WORKIVA INC.

TABLE OF CONTENTS


		Page
	Part I. Financial Information
Item 1.	Unaudited Consolidated Financial Statements:	1
	Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022	3
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2023 and 2022	4
	Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, 2023 and 2022	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	32
Item 4.	Controls and Procedures	32

	Part II. Other Information
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 6.	Exhibits	36
	Signatures	S-1

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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, 2022, 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.

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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, 2023		As of December 31, 2022
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	195,485	$	240,197
Marketable securities	244,338		190,595
Accounts receivable, net of allowance for doubtful accounts of $852 and $744 at March 31, 2023 and December 31, 2022, respectively	77,151		106,316
Deferred costs	39,668		38,350
Other receivables	5,086		6,674
Prepaid expenses and other	23,713		17,957
Total current assets	585,441		600,089

Property and equipment, net	26,049		27,096
Operating lease right-of-use assets	12,714		13,932
Deferred costs, non-current	30,819		33,682
Goodwill	110,997		109,740
Intangible assets, net	27,111		28,234
Other assets	6,943		6,847
Total assets	$	800,074	$	819,620

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WORKIVA INC. CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(in thousands, except share and per share amounts)

	As of March 31, 2023		As of December 31, 2022
	(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	6,394	$	6,174
Accrued expenses and other current liabilities	79,342		83,999
Deferred revenue	309,781		316,263

Finance lease obligations	511		504
Total current liabilities	396,028		406,940

Convertible senior notes, non-current	340,582		340,257
Deferred revenue, non-current	35,601		38,237
Other long-term liabilities	1,533		1,518
Operating lease liabilities, non-current	10,948		12,102
Finance lease obligations, non-current	14,452		14,583
Total liabilities	799,144		813,637

Stockholders’ equity
Class A common stock, $0.001 par value per share, 1,000,000,000 shares authorized, 49,386,777 and 48,761,804 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	49		49
Class B common stock, $0.001 par value per share, 500,000,000 shares authorized, 3,845,583 and 3,890,583 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	4		4
Preferred stock, $0.001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding	—		—
Additional paid-in-capital	575,549		537,732
Accumulated deficit	(571,266)		(525,116)
Accumulated other comprehensive loss	(3,406)		(6,686)
Total stockholders’ equity	930		5,983
Total liabilities and stockholders’ equity	$	800,074	$	819,620

See accompanying notes.

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WORKIVA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (unaudited)
	Three months ended March 31,
	2023		2022
Revenue
Subscription and support	$	129,664	$	107,120
Professional services	20,525		22,554
Total revenue	150,189		129,674
Cost of revenue
Subscription and support	24,133		18,533
Professional services	14,385		12,340
Total cost of revenue	38,518		30,873
Gross profit	111,671		98,801
Operating expenses
Research and development	45,791		35,884
Sales and marketing	70,710		56,100
General and administrative	42,011		23,994
Total operating expenses	158,512		115,978
Loss from operations	(46,841)		(17,177)
Interest income	3,717		280
Interest expense	(1,501)		(1,518)
Other expense, net	(940)		(165)
Loss before provision (benefit) for income taxes	(45,565)		(18,580)
Provision (benefit) for income taxes	585		(87)
Net loss	$	(46,150)	$	(18,493)
Net loss per common share:
Basic and diluted	$	(0.86)	$	(0.35)
Weighted-average common shares outstanding - basic and diluted	53,690,242		52,596,228

See accompanying notes.

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WORKIVA INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) (unaudited)
	Three months ended March 31,
	2023		2022
Net loss	$	(46,150)	$	(18,493)
Other comprehensive income (loss)
Foreign currency translation adjustment	1,701		84
Unrealized gain (loss) on available-for-sale securities	1,579		(1,860)
Other comprehensive income (loss)	3,280		(1,776)
Comprehensive loss	$	(42,870)	$	(20,269)

See accompanying notes.

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WORKIVA INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands) (unaudited)

Three Months Ended March 31, 2023
	Common Stock (Class A and B)
	Shares	Amount		Additional Paid-in-Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
Balances at December 31, 2022	52,652	$	53	$	537,732	$	(6,686)	$	(525,116)	$	5,983
Stock-based compensation expense	—	—		38,042		—		—		38,042
Issuance of common stock upon exercise of stock options	102	—		1,457		—		—		1,457
Issuance of common stock under employee stock purchase plan	107	—		5,546		—		—		5,546
Issuance of restricted stock units	449	—		—		—		—		—
Tax withholding related to net share settlements of stock-based compensation awards	(78)	—		(7,228)		—		—		(7,228)
Net loss	—	—		—		—		(46,150)		(46,150)
Other comprehensive income	—	—		—		3,280		—		3,280
Balances at March 31, 2023	53,232	$	53	$	575,549	$	(3,406)	$	(571,266)	$	930

















Three Months Ended March 31, 2022
	Common Stock (Class A and B)
	Shares	Amount		Additional Paid-in-Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
Balances at December 31, 2021	51,444	$	51	$	525,646	$	(288)	$	(452,430)	$	72,979
Stock-based compensation expense	—	—		15,309		—		—		15,309
Issuance of common stock upon exercise of stock options	62	1		824		—		—		825
Issuance of common stock under employee stock purchase plan	53	—		5,218		—		—		5,218
Issuance of restricted stock units	545	—		—		—		—		—
Tax withholding related to net share settlements of stock-based compensation awards	(73)	—		(8,570)		—		—		(8,570)
Adoption of ASU 2020-06	—	—		(58,560)		—		18,261		(40,299)
Net loss	—	—		—		—		(18,493)		(18,493)
Other comprehensive loss	—	—		—		(1,776)		—		(1,776)
Balances at March 31, 2022	52,031	$	52	$	479,867	$	(2,064)	$	(452,662)	$	25,193

See accompanying notes.

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WORKIVA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (unaudited)
	Three months ended March 31,
	2023		2022
Cash flows from operating activities
Net loss	$	(46,150)	$	(18,493)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	2,800		1,959
Stock-based compensation expense	38,042		15,309
Provision for (recovery of) doubtful accounts	106		(29)
Realized loss on sale of available-for-sale securities, net	561		—
(Accretion) amortization of premiums and discounts on marketable securities, net	(1,028)		660

Amortization of issuance costs and debt discount	325		324
Deferred income tax	(10)		(211)
Changes in assets and liabilities:
Accounts receivable	29,363		6,581
Deferred costs	1,770		1,444
Operating lease right-of-use asset	1,295		1,301
Other receivables	95		180
Prepaid expenses and other	(5,732)		(1,132)
Other assets	(74)		23
Accounts payable	207		4,364
Deferred revenue	(9,955)		606
Operating lease liability	(1,172)		(1,342)
Accrued expenses and other liabilities	(4,880)		(12,481)
Net cash provided by (used in) operating activities	5,563		(937)

Cash flows from investing activities
Purchase of property and equipment	(198)		(532)
Purchase of marketable securities	(125,815)		(34,148)
Sale of marketable securities	43,713		14,981
Maturities of marketable securities	31,905		26,250

Purchase of intangible assets	(79)		(40)

Net cash (used in) provided by investing activities	(50,474)		6,511

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WORKIVA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands) (unaudited)
	Three months ended March 31,
	2023		2022

Cash flows from financing activities
Proceeds from option exercises	1,457		825
Taxes paid related to net share settlements of stock-based compensation awards	(7,228)		(8,570)
Proceeds from shares issued in connection with employee stock purchase plan	5,546		5,218


Principal payments on finance lease obligations	(124)		(442)



Net cash used in financing activities	(349)		(2,969)
Effect of foreign exchange rates on cash	548		85

Net (decrease) increase in cash and cash equivalents	(44,712)		2,690
Cash and cash equivalents at beginning of period	240,197		300,386
Cash and cash equivalents at end of period	$	195,485	$	303,076

Supplemental cash flow disclosure
Cash paid for interest	$	2,146	$	2,165
Cash paid for income taxes, net of refunds	$	323	$	190

Supplemental disclosure of noncash investing and financing activities

Purchases of property and equipment, accrued but not paid	$	—	$	262

See accompanying notes.

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WORKIVA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Significant Accounting Policies

Organization

Workiva Inc., a Delaware corporation, and its wholly-owned subsidiaries (the “Company” or “we” or “us”) is on a mission to power transparent reporting for a better world. We believe that consumers, employees, shareholders, and other stakeholders today expect more from business – more action, transparency, and disclosure of financial and non-financial information. We build solutions to meet that demand and streamline processes, connect data and teams, and ensure consistency – all within the Workiva platform, the world’s leading cloud platform for assured integrated reporting. 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. The condensed consolidated balance sheet data as of December 31, 2022 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, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023.

Seasonality affects 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 10-K in the first calendar quarter. Our sales and marketing expense also has some degree of seasonality. With the exception of September 2020 and September 2021 when we transitioned to a virtual event, sales and marketing expense has historically been higher in the third quarter due to our annual user conference in September. 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, 2022 filed with the SEC on February 21, 2023.

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.

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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 incurred but not yet reported, valuation of available-for-sale marketable securities, useful lives of deferred contract costs, intangible assets and property and equipment, goodwill, income taxes, discount rates used in the valuation of right-of-use assets and lease liabilities, 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

None.

New Accounting Pronouncements Not Yet Adopted

None.

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, 2023		As of December 31, 2022
Accrued vacation	$	15,481	$	12,939
Accrued commissions	6,786		10,841
Accrued bonuses	7,405		5,597
Accrued payroll	4,338		5,318
Estimated health insurance claims	1,894		1,841
Accrued interest	485		1,455
ESPP employee contributions	3,964		5,661
Customer deposits	23,872		25,520
Operating lease liabilities	5,465		5,720
Accrued other liabilities	9,652		9,107
	$	79,342	$	83,999

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3. Cash Equivalents and Marketable Securities

At March 31, 2023, cash equivalents and marketable securities consisted of the following (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses		Aggregate Fair Value
Money market funds	$	99,453	$	—	$	—	$	99,453
Commercial paper	67,828		—		—		67,828
U.S. treasury debt securities	45,195		123		(263)		45,055
U.S. government agency debt securities	18,263		19		—		18,282
Corporate debt securities	113,109		201		(1,114)		112,196
Foreign government debt securities	994		—		(17)		977
	$	344,842	$	343	$	(1,394)	$	343,791
Included in cash and cash equivalents	$	99,453	$	—	$	—	$	99,453
Included in marketable securities	$	245,389	$	343	$	(1,394)	$	244,338

At December 31, 2022, cash equivalents and marketable securities consisted of the following (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses		Aggregate Fair Value
Money market funds	$	182,878	$	—	$	—	$	182,878

U.S. treasury debt securities	72,151		1		(899)		71,253
Corporate debt securities	120,081		62		(1,771)		118,372
Foreign government debt securities	993		—		(23)		970
	$	376,103	$	63	$	(2,693)	$	373,473
Included in cash and cash equivalents	$	182,878	$	—	$	—	$	182,878
Included in marketable securities	$	193,225	$	63	$	(2,693)	$	190,595

The contractual maturities of the investments classified as marketable securities are as follows (in thousands):


	As of March 31, 2023
Due within one year	$	167,887
Due in one to two years	76,451

	$	244,338

The following table presents gross unrealized losses and fair values for those cash equivalents and marketable securities that were in an unrealized loss position as of March 31, 2023, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in thousands):

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	As of March 31, 2023
	Less than 12 months				12 months or greater
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
U.S. treasury debt securities	$	24,398	$	(153)	$	5,839	$	(110)
Corporate debt securities	39,998		(464)		30,549		(650)
Foreign government debt securities	977		(17)		—		—
Total	$	65,373	$	(634)	$	36,388	$	(760)

We do not believe the unrealized losses represent credit losses based on our evaluation of available evidence as of March 31, 2023, 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, 2023, 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 on a recurring basis. 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, 2023						Fair Value Measurements as of December 31, 2022
Description	Total		Level 1		Level 2		Total		Level 1		Level 2
Money market funds	$	99,453	$	99,453	$	—	$	182,878	$	182,878	$	—
Commercial paper	67,828		—		67,828		—		—		—
U.S. treasury debt securities	45,055		—		45,055		71,253		—		71,253
U.S. government agency debt securities	18,282		—		18,282		—		—		—
Corporate debt securities	112,196		—		112,196		118,372		—		118,372
Foreign government debt securities	977		—		977		970		—		970
	$	343,791	$	99,453	$	244,338	$	373,473	$	182,878	$	190,595

Included in cash and cash equivalents	$	99,453					$	182,878
Included in marketable securities	$	244,338					$	190,595

Convertible Senior Notes

As of March 31, 2023, the fair value of our convertible senior notes was $484.5 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.

Holders of the Notes may convert all or a portion of their Notes prior to the close of business on May 15, 2026, in multiples of $1,000 principal amount, 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 16, 2026, holders of the Notes may convert their Notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes.

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.

The Company may redeem for cash all or any portion of the Notes, at its option, on or after August 21, 2023, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

During the first quarter of 2023 none of the conversion conditions were met and therefore the Notes are not convertible at the option of the holders. As a result, the Notes were classified as non-current liabilities on the condensed consolidated balance sheet as of March 31, 2023.

Interest expense representing the amortization of issuance costs as well as contractual interest expense is amortized to interest expense at an effective interest rate of 1.5% over the term of the notes. As of March 31, 2023 the if-converted value of the Notes was less than the principal amount by $95.8 million.

As of March 31, 2023, the remaining life of the Notes is approximately 3.4 years.

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The net carrying amount of the Notes was as follows (in thousands):


	As of
	March 31, 2023		December 31, 2022
Principal	$	345,000	$	345,000
Unamortized issuance costs	(4,418)		(4,743)
Net carrying amount	$	340,582	$	340,257

Interest expense related to the Notes was as follows (in thousands):


	Three months ended March 31,
	2023		2022
Contractual interest expense	$	970	$	970
Amortization of issuance costs	325		324
Total interest expense	$	1,295	$	1,294

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, performance restricted stock units, options to purchase Class A common stock and Employee Stock Purchase Plan ("ESPP") purchase rights. Prior to our corporate conversion in December 2014, awards were provided under the 2009 Unit Incentive Plan (“the 2009 Plan”). The 2009 Plan was amended to provide that no further awards will be issued thereunder, and our board of directors and stockholders adopted and approved our 2014 Equity Incentive Plan (“the 2014 Plan” and, together with the 2009 Plan, “the Plans”).

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):

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	Three months ended March 31,
	2023		2022
Cost of revenue
Subscription and support	$	1,072	$	790
Professional services	633		452
Operating expenses
Research and development	4,697		2,725
Sales and marketing	6,958		4,085
General and administrative	24,682		7,257
Total	$	38,042	$	15,309

During the first quarter of 2023, we recognized an additional $18.1 million in stock-based compensation pursuant to certain transition agreements with former executives who retired during the period.

Stock Options

The following table summarizes the option activity under the Plans for the three months ended March 31, 2023:


	Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)

Outstanding at December 31, 2022	1,509,172	$	14.57	3.2
Granted	—	—
Forfeited	—	—
Expired	—	—
Exercised	(102,401)	14.23
Outstanding at March 31, 2023	1,406,771	$	14.59	3.0

Exercisable at March 31, 2023	1,406,771	$	14.59	3.0

Restricted Stock Units and Performance Restricted Stock Units

The following table summarizes the restricted stock unit and performance restricted stock unit activity under the Plans for the three months ended March 31, 2023:


	Number of Shares	Weighted- Average Grant Date Fair Value

Unvested at December 31, 2022	1,921,927	$	93.80
Granted	860,651	92.24
Forfeited	(26,980)	100.61
Vested(1)	(435,117)	91.72
Unvested at March 31, 2023	2,320,481	$	93.27

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(1) During the three months ended March 31, 2023, in accordance with our Nonqualified Deferred Compensation Plan, recipients elected not to defer settlement of their vested restricted stock units and 14,068 shares were released from deferral.

Employee Stock Purchase Plan

During the three months ended March 31, 2023, 107,125 shares of common stock were purchased under the ESPP at a weighted-average price of $51.77 per share, resulting in cash proceeds of $5.5 million.

Compensation expense associated with ESPP purchase rights is recognized on a straight-line basis over the vesting period. At March 31, 2023, there was approximately $1.6 million of total unrecognized compensation expense related to the ESPP, which is expected to be recognized over a weighted-average period of 0.3 years.

8. Revenue Recognition

Disaggregation of Revenue

Revenues by industry are derived from leading software providers. The following table presents our revenues disaggregated by industry (in thousands):


	Three months ended March 31,
	2023		2022
Industrials	$	21,936	$	18,570
Diversified financials	21,423		17,127
Information technology	16,621		14,637
Banks	15,502		12,985
Consumer discretionary	14,354		12,218
Healthcare	12,968		11,625
Insurance	8,964		7,777
Real estate	6,686		6,076
Energy	6,562		5,746
Materials	5,871		5,674
Utilities	5,537		5,960
Consumer staples	4,445		4,060
Public administration	4,341		3,402
Other	4,979		3,817
Total revenues	$	150,189	$	129,674

The following table presents our revenues disaggregated by type of good or service (in thousands):


	Three months ended March 31,
	2023		2022
Subscription and support	$	129,664	$	107,120
XBRL professional services	16,733		17,693
Other services	3,792		4,861
Total revenues	$	150,189	$	129,674

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Deferred Revenue

We recognized $118.4 million and $98.0 million of revenue during the three months ended March 31, 2023 and 2022, 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, 2023, we expect revenue of approximately $777.5 million to be recognized from remaining performance obligations for subscription contracts. We expect to recognize approximately $435.3 million of these remaining performance obligations over the next 12 months with the balance substantially recognized in the 24 months 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.

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, 2023				March 31, 2022
	Class A		Class B		Class A		Class B
Numerator
Net loss	$	(42,819)	$	(3,331)	$	(17,079)	$	(1,414)

Denominator
Weighted-average common shares outstanding - basic and diluted	49,815,159		3,875,083		48,575,645		4,020,583
Basic and diluted net loss per share	$	(0.86)	$	(0.86)	$	(0.35)	$	(0.35)

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows:

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	As of
	March 31, 2023	March 31, 2022
Shares subject to outstanding common stock options	1,406,771	1,692,943
Shares subject to unvested restricted stock units and performance restricted stock units	2,320,481	1,966,276
Shares issuable pursuant to the ESPP	99,352	64,043

In addition, as of March 31, 2023 and 2022 approximately 4.3 million shares of our Class A common stock underlying our Convertible Senior Notes were excluded from the weighted-average shares used to calculate the diluted net loss per common share as they are considered anti-dilutive. We use the if-converted method for calculating any potential dilutive effect of the Notes on diluted net income per share, if applicable.

10. Intangible Assets and Goodwill

The following table presents the components of net intangible assets (in thousands):


	As of March 31, 2023							As of December 31, 2022
	Weighted Average Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Acquired technology	4.5	$	15,835	$	(4,759)	$	11,076	$	15,705	$	(3,849)	$	11,856
Acquired customer-related	10.0	15,213		(1,574)		13,639		14,969		(1,169)		13,800
Acquired trade names	2.9	2,162		(1,082)		1,080		2,151		(861)		1,290
Patents	10.0	2,995		(1,679)		1,316		2,916		(1,628)		1,288
Total	7.2	$	36,205	$	(9,094)	$	27,111	$	35,741	$	(7,507)	$	28,234

Amortization expense related to intangible assets was $1.5 million and $0.8 million for the three months ended March 31, 2023 and 2022, respectively.

As of March 31, 2023, expected remaining amortization expense of intangible assets by fiscal year is as follows (in thousands):


Remainder of 2023	$	4,640
2024	5,432
2025	4,701
2026	3,391
2027	2,086
Thereafter	6,861
Total expected amortization expense	$	27,111

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The changes in the carrying amount of goodwill were as follows (in thousands):


December 31, 2022	$	109,740

Foreign currency translation adjustments	1,257
March 31, 2023	$	110,997

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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 21, 2023. 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, 2022, 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’s mission is to power transparent reporting for a better world. We believe that consumers, employees, shareholders, and other stakeholders today expect more from business – more action, transparency, and disclosure of financial and non-financial information. We build solutions to meet that demand and streamline processes, connect data and teams, and ensure consistency – all within the Workiva platform, the world’s leading cloud platform for assured integrated reporting. Additionally, we offer the only unified software-as-a-service (“SaaS”) platform that brings customers’ financial reporting, Environmental, Social, and Governance (“ESG”), and Governance, Risk, and Compliance (“GRC”) together in a controlled, secure, audit-ready platform.

The Workiva platform empowers customers by connecting and transforming data from hundreds of enterprise resource planning (“ERP”), human capital management (“HCM”), and customer relationship management (“CRM”) systems, as well as other third-party cloud and on-premise applications. Customers use our platform to create, review and publish data-linked documents and reports with greater control, consistency, accuracy, and productivity. Our platform is flexible and scalable, so customers can easily adapt it to define, automate, and change their business processes in real time.

Workiva provides more than 4,800 organizations across the globe with SaaS platform solutions to help solve some of the most complex reporting and disclosure challenges. While our customers use our platform for more than 100 different use cases, we organize our sales and marketing resources into four purpose-built solution groups focusing primarily on the office of the Chief Financial Officer (“CFO”): financial reporting, ESG, GRC, and industry verticals. Workiva also serves approximately 900 customers with non-platform, eXtensible Business Reporting Language ("XBRL")-tagging services, primarily through ParsePort, an XBRL conversion software company Workiva acquired in 2022.

We operate our business on a Software-as-a-Service (“SaaS”) model. Customers enter into annual and multi-year subscription contracts to gain access to our platform. Our subscription fee includes the use of our software and technical support. Our subscription pricing is based primarily on a solution-based licensing model. Under this model, operating metrics related to a customer’s expected use of each solution determine the price. 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 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.

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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 2,465 at March 31, 2023 from 2,230 at March 31, 2022, an increase of 10.5%.

We have achieved significant revenue growth in recent periods. Our revenue grew to $150.2 million during the three months ended March 31, 2023 from $129.7 million during the three months ended March 31, 2022. We incurred a net loss of $46.2 million during the three months ended March 31, 2023 compared to $18.5 million during the three months ended March 31, 2022.

In addition, the expanding international scope of our business and the heightened volatility of global markets, expose us to the risk of fluctuations in foreign currency markets. Foreign currency fluctuations have negatively impacted year over year revenue growth. Recently the United States Dollar has strengthened against certain foreign currencies in the markets in which we operate, particularly against the Euro and British Pound Sterling. If these conditions continue throughout fiscal 2023, they could have a material adverse impact on our near-term results and our ability to accurately predict our future results and earnings.

We continue to invest for future growth and are focused on several key drivers, including focusing on multi-solution adoption by new and existing customers, further developing our partner program, accelerating international expansion and developing our fit-for-purpose solutions. These growth drivers often require a more sophisticated go-to-market approach and, as a result, we may incur additional costs upfront to obtain new customers and expand our relationships with existing customers, including additional sales and marketing expenses.

Impact of COVID-19

We do not believe that the COVID-19 pandemic has adversely affected our business. We have been able to maintain business continuity and have experienced no pandemic-related employee furloughs or layoffs. We have remote-work options available for most employees, while permitting in-person collaboration at our various offices. We continue to monitor and update our practices in response to changes in the COVID-19 workplace safety and health standards established by the Occupational Safety and Health Administration (“OSHA”) and guidance provided by the Centers for Disease Control and Prevention (“CDC”). We will continue to evaluate the nature and extent of the impact of the COVID-19 pandemic on our business, including the possibility of future disruption to Workiva's operations from potential new variants.

Effects of Volatility in the IPO/SPAC Markets

In the United States, volatility in the public markets led to a decrease in the number of initial public offerings (“IPOs”) and special-purpose acquisition companies (“SPACs”) in 2022. New sales of our SEC and capital markets solutions were adversely affected by this decline in the IPO and SPAC markets. Reduced valuation multiples caused by higher interest rates, inflation, and geopolitical instability could continue to negatively impact the number of IPOs and SPACs in fiscal year 2023. Accordingly, this volatility could continue to apply pressure to new sales of our SEC and capital markets solutions. Whether and to what extent the IPO and SPAC markets will moderate cannot be accurately predicted.

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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.

Pursue New Customers. We sell to organizations that manage large, complex processes with distributed teams of contributors and disparate sets of business data. We market our platform to professionals and executives in the areas of financial and non-financial reporting, including regulatory, multi-entity and performance reporting. In addition, we market to teams responsible for environmental, social and governance reporting, and governance, risk and compliance programs. 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 and deepen our relationships with global and regional partners, including consulting firms, system integrators, large and mid-sized independent software vendors, and implementation partners. Our advisory and service partners offer a wider range of domain and functional expertise that broadens our platform’s capabilities and promotes Workiva as part of the digital transformation projects they drive for their customers. Our technology partners enable powerful data and process integrations to help customers connect critical transactional systems directly to our platform, with powerful linking, auditability and control features. 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, fit-for-purpose solutions and application marketplace 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 Europe, the Middle East and Africa ("EMEA") and Asia-Pacific ("APAC") regions.

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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. With the exception of September 2020 and September 2021 when we transitioned to a virtual event, sales and marketing expense has historically been higher in the third quarter due to our annual user conference in September. 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,
	2023			2022

	(dollars in thousands)
Financial metrics
Total revenue	$	150,189		$	129,674
Percentage increase in total revenue	15.8		%	24.4		%
Subscription and support revenue	$	129,664		$	107,120
Percentage increase in subscription and support revenue	21.0		%	26.1		%
Subscription and support as a percent of total revenue	86.3		%	82.6		%


	As of March 31,
	2023	2022
Operating metrics
Number of customers	5,754	4,408
Subscription and support revenue retention rate	97.9%	97.7%
Subscription and support revenue retention rate including add-ons	109.2%	109.2%
Number of customers with annual contract value $100k+	1,363	1,124
Number of customers with annual contract value $150k+	746	603
Number of customers with annual contract value $300k+	247	186

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. As of March 31, 2023, our total customer count includes 919 ParsePort ESEF customers.

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 97.9% as of March 31, 2023, up slightly from 97.7% as of March 31, 2022. 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 whose securities were deregistered due to merger or acquisition or financial distress accounted

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for just over half of our revenue attrition in the latest quarter. Our subscription and support revenue retention rate as of March 31, 2023 does not include ParsePort due to lack of comparable data in the prior year.

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 109.2% as of the quarter ended March 31, 2023, flat from 109.2% as of March 31, 2022. Our subscription and support revenue retention rate including add-ons as of March 31, 2023 does not include ParsePort due to lack of comparable data in the prior year.

Annual contract value. Our annual contract value (“ACV”) 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. Our ACV metrics as of March 31, 2023 include information related to ParsePort.


	Three months ended March 31,
	2023	2022
Subscription and support revenue from customers with annual contract value of $100k+ as a percent of total subscription and support revenue	63.9%	61.3%
Subscription and support revenue from customers with annual contract value of $150k+ as a percent of total subscription and support revenue	49.5%	46.6%
Subscription and support revenue from customers with annual contract value of $300k+ as a percent of total subscription and support revenue	30.0%	26.9%

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, 2023 and 2022, 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.

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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 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.

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. We pay sales commissions for initial contracts and expansions of existing customer contracts. When the relevant amortization period is one year or less, we expense sales commissions 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,
	2023		2022

	(in thousands)
Revenue
Subscription and support	$	129,664	$	107,120
Professional services	20,525		22,554
Total revenue	150,189		129,674
Cost of revenue
Subscription and support(1)	24,133		18,533
Professional services(1)	14,385		12,340
Total cost of revenue	38,518		30,873
Gross profit	111,671		98,801
Operating expenses
Research and development(1)	45,791		35,884
Sales and marketing(1)	70,710		56,100
General and administrative(1)	42,011		23,994
Total operating expenses	158,512		115,978
Loss from operations	(46,841)		(17,177)
Interest income	3,717		280
Interest expense	(1,501)		(1,518)
Other expense, net	(940)		(165)
Loss before provision for income taxes	(45,565)		(18,580)
Provision (benefit) for income taxes	585		(87)
Net loss	$	(46,150)	$	(18,493)

(1) Stock-based compensation expense included in these line items was as follows:


	Three months ended March 31,
	2023		2022

	(in thousands)
Cost of revenue
Subscription and support	$	1,072	$	790
Professional services	633		452
Operating expenses
Research and development	4,697		2,725
Sales and marketing	6,958		4,085
General and administrative	24,682		7,257
Total stock-based compensation expense	$	38,042	$	15,309

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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,
	2023		2022
Revenue
Subscription and support	86.3	%	82.6	%
Professional services	13.7		17.4
Total revenue	100.0		100.0
Cost of revenue
Subscription and support	16.1		14.3
Professional services	9.6		9.5
Total cost of revenue	25.7		23.8
Gross profit	74.3		76.2
Operating expenses
Research and development	30.5		27.7
Sales and marketing	47.1		43.3
General and administrative	28.0		18.5
Total operating expenses	105.6		89.5
Loss from operations	(31.3)		(13.3)
Interest income	2.5		0.2
Interest expense	(1.0)		(1.2)
Other expense, net	(0.6)		(0.1)
Loss before provision for income taxes	(30.4)		(14.4)
Provision (benefit) for income taxes	0.4		(0.1)
Net loss	(30.8)	%	(14.3)	%

Comparison of Three Months Ended March 31, 2023 and 2022

Revenue


	Three months ended March 31,
	2023		2022		% Change

	(dollars in thousands)
Revenue
Subscription and support	$	129,664	$	107,120	21.0%
Professional services	20,525		22,554		(9.0)%
Total revenue	$	150,189	$	129,674	15.8%

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Total revenue increased $20.5 million for the three months ended March 31, 2023 compared to the same quarter a year ago due primarily to a $22.5 million increase in subscription and support revenue. Growth in subscription and support revenue in the first quarter was attributable mainly to strong demand and continued solution expansion across our customer base. Professional services revenue decreased $2.0 million for the three months ended March 31, 2023 compared to the same quarter a year ago. The decrease was driven primarily by the timing of performance of XBRL services between quarters and the continued transition of consulting and other services to our partners. We expect the revenue growth rate from subscription and support to continue to outpace revenue growth from professional services on an annual basis.

Cost of Revenue


	Three months ended March 31,
	2023		2022		% Change

	(dollars in thousands)
Cost of revenue
Subscription and support	$	24,133	$	18,533	30.2%
Professional services	14,385		12,340		16.6%
Total cost of revenue	$	38,518	$	30,873	24.8%

Cost of revenue increased $7.6 million during the three months ended March 31, 2023 compared to the same quarter a year ago due primarily to $4.9 million in higher cash-based compensation and benefits costs due in part to increased headcount, $0.5 million of additional stock-based compensation, a $0.4 million increase in travel expense, and a $1.2 million increase in the cost of cloud infrastructure services. The increases in headcount and cloud infrastructure services resulted primarily from our continued investment in and support of our platform and solutions. The increase in travel expense was due to a modest continued return to travel.

Operating Expenses


	Three months ended March 31,
	2023		2022		% Change

	(dollars in thousands)
Operating expenses
Research and development	$	45,791	$	35,884	27.6%
Sales and marketing	70,710		56,100		26.0%
General and administrative	42,011		23,994		75.1%
Total operating expenses	$	158,512	$	115,978	36.7%

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Research and Development

Research and development expenses increased $9.9 million during the three months ended March 31, 2023 compared to the same quarter a year ago due primarily to $5.3 million in higher cash-based compensation and benefits, $2.0 million of additional stock-based compensation, a $2.0 million increase in travel and conference expense, and a $0.4 million increase related to the amortization of acquisition-related intangible assets. The increase in compensation was primarily driven by an increase in employee headcount compared to the same quarter a year ago as we continue to invest in our platform and solutions. In the first quarter of 2023, we recognized an additional $0.7 million in stock-based compensation pursuant to certain severance obligations. The increase in travel expense was primarily due to our annual research and development conference which was held in the first quarter of 2023. In the prior year the conference was held during the second quarter. The increase in the amortization of acquisition-related intangible assets relates to our acquisition of ParsePort which occurred in the second quarter of 2022 and therefore was not included in the prior year comparable figures.

Sales and Marketing

Sales and marketing expenses increased $14.6 million during the three months ended March 31, 2023 compared to the three months ended March 31, 2022 due primarily to $6.3 million in higher cash-based compensation and benefits, $2.9 million of additional stock-based compensation, a $3.0 million increase in travel and conference expense, a $0.4 million increase in the cost of marketing programs, a $1.1 million increase in professional services, and a $0.4 million increase related to the amortization of acquisition-related intangible assets. In the first quarter of 2023, we recognized an additional $1.6 million in cash-based and stock-based compensation pursuant to certain severance obligations. The remaining increase in compensation was primarily due to an increase in employee headcount and sales commissions as we continue to invest in our go-to-market activities. The increase in travel expense was primarily due to our annual sales and marketing conference which was held in person in the first quarter of 2023. The conference was held virtually in the prior year. The increase in the amortization of acquisition-related intangible assets relates to our acquisition of ParsePort which occurred in the second quarter of 2022 and therefore was not included in the prior year comparable figures.

General and Administrative

General and administrative expenses increased $18.0 million during the three months ended March 31, 2023 compared to the three months ended March 31, 2022 due primarily to $1.9 million in higher cash-based compensation and benefits and $17.5 million of additional stock-based compensation partially offset by a $0.7 million decrease related to recruiting and professional service fees and a $1.1 million decrease in goods and service tax expense. During the first quarter of 2023, we recognized an additional $1.4 million and $18.1 million in cash-based compensation and stock-based compensation, respectively, pursuant to certain transition agreements with former executives. The decrease in sales tax expense was related to a goods and services tax refund which is not expected to recur.

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Non-Operating Income (Expenses)


	Three months ended March 31,
	2023		2022		% Change

	(dollars in thousands)
Interest income	$	3,717	$	280	1227.5%
Interest expense	(1,501)		(1,518)		(1.1)%
Other expense, net	(940)		(165)		*

(*) Percentage is not meaningful.

Interest Income, Interest Expense and Other Expense, Net

During the three months ended March 31, 2023, interest income increased $3.4 million compared to the same period a year ago due primarily to higher interest rates on investments. Interest expense remained relatively flat compared to the same period a year ago. Other expense, net increased $0.8 million compared to the same period a year ago due primarily to losses on the sale of available-for-sale securities and losses on foreign currency transactions.

Results of Operations for Fiscal 2022 Compared to 2021

For a comparison of our results of operations for the fiscal years ended December 31, 2022 and 2021, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our annual report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 21, 2023.

Liquidity and Capital Resources

Overview of Sources and Uses of Cash

As of March 31, 2023, our principal sources of liquidity were cash, cash equivalents and marketable securities totaling $439.8 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.

Convertible Debt

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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Cash Flows


	Three months ended March 31,
	2023		2022

	(in thousands)
Cash flow provided by (used in) operating activities	$	5,563	$	(937)
Cash flow (used in) provided by investing activities	(50,474)		6,511
Cash flow used in financing activities	(349)		(2,969)
Net (decrease) increase in cash and cash equivalents, net of impact of exchange rates	$	(44,712)	$	2,690

Operating Activities

For the three months ended March 31, 2023, cash provided by operating activities was $5.6 million. The primary factors affecting our operating cash flows during the period were our net loss of $46.2 million, adjusted for non-cash charges of $2.8 million for depreciation and amortization of our property and equipment and intangible assets, $38.0 million of stock-based compensation expense, $1.0 million for the accretion of premiums and discounts on marketable securities, and a $10.9 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $5.7 million increase in prepaid expenses offset by a $10.0 million decrease in deferred revenue, and a $4.9 million decrease in accrued expenses and other liabilities, $29.4 million decrease in accounts receivable and a $1.8 million decrease in deferred costs. The decrease in deferred revenue was due in part to a reduction of multi-year prepaid customer contracts and timing of contract renegotiations. Deferred costs decreased primarily due to the amortization of direct and incremental costs of obtaining a customer contract. The increase in prepaid expenses as well as the decreases in accounts receivable and accrued expenses and other liabilities were attributable primarily to the timing of our billings, cash collections, and cash payments.

For the three months ended March 31, 2022, cash used in operating activities was $0.9 million. The primary factors affecting our operating cash flows during the period were our net loss of $18.5 million, adjusted for non-cash charges of $2.0 million for depreciation and amortization of our property and equipment and intangible assets, $15.3 million of stock-based compensation expense and a $0.5 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $12.5 million decrease in accrued expenses and other liabilities and a $1.1 million increase in prepaid expenses partially offset by a $4.4 million increase in accounts payable, a $0.6 million increase in deferred revenue, a $6.6 million decrease in accounts receivable, and a $1.4 million decrease in deferred costs. Deferred costs decreased due primarily to the amortization of direct and incremental costs of obtaining a customer contract. Customer growth accounted for most of the increase in deferred revenue. The increases in prepaid expenses and accounts payable as well as the decreases in accrued expenses and other liabilities and accounts receivable were attributable primarily to the timing of our billings, cash collections, and cash payments.

Investing Activities

Cash used in investing activities of $50.5 million for the three months ended March 31, 2023 was due primarily to $125.8 million in purchases of marketable securities partially offset by $43.7 million from the sale of marketable securities and $31.9 million from maturities of marketable securities.

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Cash provided by investing activities of $6.5 million for the three months ended March 31, 2022 was due primarily to $26.3 million from maturities of marketable securities and $15.0 million from the sale of marketable securities partially offset by $34.1 million in purchases of marketable securities and $0.5 million in purchases of fixed assets. Our capital expenditures were associated primarily with computer equipment in support of expanding our infrastructure and work force.

Financing Activities

Cash used in financing activities of $0.3 million for the three months ended March 31, 2023 was due primarily to $7.2 million in taxes paid related to net share settlements of stock-based compensation awards partially offset by $1.5 million in proceeds from option exercises and $5.5 million in proceeds from shares issued in connection with our employee stock purchase plan.

Cash used in financing activities of $3.0 million for the three months ended March 31, 2022 was due primarily to $8.6 million in taxes paid related to net share settlements of stock-based compensation awards partially offset by $0.8 million in proceeds from option exercises and $5.2 million in proceeds from shares issued in connection with our employee stock purchase plan.

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, 2022 filed with the SEC on February 21, 2023.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. 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, 2023, 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, 2022 filed with the SEC on February 21, 2023.

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, 2022. Our exposures to market risk have not changed materially since December 31, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated 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 Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.

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Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, 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 principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any 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 and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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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 2022 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. There have been no material changes during fiscal 2023 to the risk factors that were included in the Form 10-K, other than what is set forth immediately below.

Recent events affecting the financial services industry could have an adverse impact on the Company's business operations, financial condition and results of operations.

The closures of Silicon Valley Bank and Signature Bank in March of 2023 have created bank-specific and broader financial institution liquidity risks and concerns. While the Company did not have any material deposits at either bank, some of our customers may have deposits with them, which could have an adverse impact on the ability of our customers to pay amounts they owe to us.

More generally, these events have resulted in market disruption and volatility and could lead to greater instability in the credit and financial markets and a deterioration in confidence in economic conditions. The future effect of these events on the financial services industry and broader economy are unknown and difficult to predict but could include failures of other financial institutions to which we or our customers face direct or more significant exposure, as well as other risks not yet identified. Any of these effects could have material adverse impacts on our liquidity, our current and/or projected business operations and financial condition and our results of operations.

Item 2. Unregistered Sales of Securities and Use of Proceeds

Sales of Unregistered Securities

Not applicable.

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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, 2023 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 2023	—	$	—	—	—
February 2023	72,374	91.95		—	—
March 2023	6,436	89.00		—	—
Total	78,810	$	91.71	—	—

(1) Total number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of stock-based compensation awards.

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Item 6. Exhibits

The following exhibits are being filed herewith or incorporated by reference herein:


Exhibit Number						Description

10.1						Form of Restricted Stock Unit Agreement (Executive Employees) incorporated by reference from Exhibit 99.1 to the Company's Current Report on Form 8-K filed on January 31, 2023.

10.2						Form of Performance Restricted Stock Unit Agreement (Executive Employees) incorporated by reference from Exhibit 99.2 to the Company's Current Report on Form 8-K filed on January 31, 2023.

10.3						Transition Agreement, dated February 21, 2023, between the Company and Martin J. Vanderploeg incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 21, 2023.

10.4						Employment Agreement, dated February 21, 2023, between the Company and Julie Iskow incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 21, 2023.

31.1						Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						The following financial information from Workiva Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 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, (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 2nd day of May, 2023.


WORKIVA INC.

By:			/s/ Julie Iskow
Name:			Julie Iskow
Title:			President and Chief Executive Officer

By:			/s/ Jill Klindt
Name:			Jill Klindt
Title:			Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer

S-1