Nyse WK 2022
Nyse WK 2022
Nyse WK 2022
Powering Transparent
Reporting for a Better World
Table of Contents: Letter from the CEO
1 Letter from the CEO Dear Stockholders –
On April 1, 2023, I had the distinct privilege of succeeding
3 Workiva’s Unified Platform
Marty Vanderploeg as CEO of Workiva. Marty spent the last
5 Our Award-Winning Culture 15 years leading Workiva into a company with unrivaled
technology, products, and people. What was first just a
Inside Back
single solution focused on the SEC market is now the
Cover
Our Leadership world’s leading cloud platform for assured, integrated
reporting – serving 5,600 customers worldwide.
Workiva offers the only assured, integrated reporting platform that brings Financial Reporting; Environmental,
Social, and Governance (ESG); and Governance, Risk, and Compliance (GRC) together in one controlled,
secure, audit-ready environment. This unified platform offering of financial and non-financial investor-grade
business reporting is a unique and key differentiator that separates us from the competition – one that we will
continue to leverage and build momentum.
On behalf of the entire leadership team, I’d like to thank our global team of dedicated employees.
Their focused efforts throughout 2022 helped advance Workiva, strengthen our culture, and
produce strong financial results.
Data Entry
Emails
Financial Risk
Assessments ESG
Reporting Meetings
Fluxes
Audit
XBRL Reports
Board
Shared Slack
Deck
Drives
Policies &
Procedures
Checklists
GRC
Phone Controls
Calls Testing
Due Evidence
Paper 10-K/Q Requests Annual Report
Dates
Multiple work streams Point solutions can help in one area, but Employees are stuck doing frustrating
are disconnected. fail when connecting to other processes. manual work with big expectations.
TEAMS
Shared Drives Paper
NTING & FINAN Regulators
COU CE
AC
PROCESSES
Emails Spreadsheets
g
rtin Board
Systems of Record po
LEG
RISK
ES
Financial R
AL
G
Auditors
G RC
CEO
SU
TA
S
I T
NA DI
B IL
IT Y AU
It’s all about people. Increasing Purpose: Our first-ever Workiva Day of Service
brought employees together to power a better world
Workiva has always been more than a software company. through volunteerism, and our annual employee giving
People are the foundation of our culture – and it’s been that campaign raised over $110,000 to support nearly 700
way from day one. We work incredibly hard to ensure that our causes. In total for 2022, employees logged nearly 7,700
employee experience stays intact as we continue to grow. hours of volunteer time and benefitted over 1,100 causes.
Maintaining High Engagement: In our annual survey, 93%
of employees said Workiva is a great place to work. This has
earned us a spot on the Fortune 100 Best Places to Work
For® list – five years running!
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities ................................................................................................................................ 40
Item 6. [Reserved] .......................................................................................................................................... 42
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............ 43
Item 7A. Quantitative and Qualitative Disclosure About Market Risk............................................................. 60
Item 8. Financial Statements and Supplementary Data .................................................................................. 62
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............ 105
Item 9A. Controls and Procedures .................................................................................................................... 105
Item 9B. Other Information............................................................................................................................... 106
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ............................................... 106
Part III
Item 10. Directors, Executive Officers and Corporate Governance ................................................................. 107
Item 11. Executive Compensation .................................................................................................................... 109
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters................................................................................................................................................ 109
Item 13. Certain Relationships and Related Transactions and Director Independence.................................... 109
Item 14. Principal Accounting Fees and Services ............................................................................................ 109
Part IV
Item 15. Exhibits and Financial Statement Schedules ...................................................................................... 110
Item 1. Business
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 holistic, 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 4,700 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, XBRL-tagging services, primarily through ParsePort, an XBRL conversion software
company Workiva acquired in 2022
We have experienced strong revenue growth since we released our first solution in March 2010.
Our revenue increased from $351.6 million in 2020 to $537.9 million in 2022, representing a 24%
compound annual growth rate. We incurred net losses of $48.4 million in 2020, $37.7 million in 2021 and
$90.9 million in 2022. Approximately 86% of our revenue in 2022 was derived from subscription and
support fees, with the remainder from professional services.
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2022 Company Highlights and Milestones
• In February 2022, Julie Iskow was promoted to President and Chief Operating Officer.
• In the first quarter of 2022, we reorganized our business in Europe, the Middle East and Africa
(“EMEA”) to globally align our operations, sales, and marketing functions.
• In April 2022, we completed the acquisition of Denmark-based ParsePort, which helped
strengthen our position as a leader in transparent reporting by expanding our platform, increasing
our capabilities and growing our customer base.
• In April 2022, we were named among the 100 Best Companies to Work For by Great Place to
Work and Fortune magazine. Workiva ranked 20th on the list.
• In June 2022, we opened up a sales office in Tokyo, Japan.
• In the first half of 2022, Workiva launched ESG Explorer, the tool that gives Workiva customers
the ability to browse multiple frameworks and standards to identify the disclosures that matter—
or are material—for ESG reporting in one location. Workiva also launched ESG Hub on
workiva.com, which gives customers a one-stop shop for ESG news, ideas, and resources.
• In September 2022, we hosted the first hybrid Workiva Amplify conference. Over 7,000
customers and prospects joined us either virtually or in-person. In October 2022, Workiva hosted
its first-ever Amplify conference in EMEA. The hybrid event attracted over 800 customers and
prospects.
• In December 2022, we received a AAA rating in the 2022 MSCI ESG Ratings assessment. The
coveted AAA rating represents MSCI’s highest rating and signifies industry-leader status in
managing the most significant ESG risks and opportunities.
• During 2022, we added 5 new innovation patents, bringing our total to 68.
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Macro Trends
Six macro trends have been driving demand for Workiva's platform: the shift to the cloud; digital
transformation; remote and hybrid work; influx of disparate data sources; increased regulatory
environment; and increased stakeholder demands for ESG data.
Shift to the Cloud. Enterprises around the world have been shifting deployment of data
management systems from on-premises to the cloud. A shift to the cloud started more than two decades
ago with CRM and other front-office systems. In the last 10 years, enterprises also began adopting the
cloud for managing middle- and back-office systems, owing to advantages in data security, data
accessibility and total cost of operation. Having always delivered a cloud native platform, we have
assisted many of our clients in adopting our cloud solutions and believe that the market has shifted to a
cloud first or in many cases a cloud only set of purchasing requirements.
Digital Transformation. While the importance of digital transformation has been increasing in
recent years, we believe that the pandemic accelerated that need and underscored the critical importance
of collaborative cloud platforms for reporting and disclosure. As the world economy underwent
increasing disruption, we believe that those companies that have embraced digital transformation were
better able to maintain business continuity and improve productivity. Each of our fit-for-purpose solutions
helps in critical aspects of our customers’ digital transformation journeys and simplifies the complex
work around reporting and disclosure.
Remote and Hybrid Work Environments. We believe that remote and hybrid work are here to
stay. To attract and retain talent in the marketplace of knowledge workers, enterprises are responding to
pressure to adopt more flexible work environments. Companies that manage a growing number of digital
workplace employees are implementing collaborative technologies to streamline work processes and
automate decision-making, actions and responses.
Influx of disparate data sources. As organizations capture and collect more data in more systems,
the assembly, aggregation, and consolidation of that data becomes more complex. Integrating with and
connecting to source systems and applications is one of the key requirements to address the technical
complexity of reporting and disclosure, and is top of mind for the organizations we serve.
Increased Regulatory Environment. The regulatory environment continues to expand globally in
both scope and complexity. Regulations are increasing as are demands for more data and disclosure.
Regulators are also demanding greater use of structured, machine-readable data in companies’
disclosures. Many regulators have already or will be implementing structured data mandates, requiring
companies to tag data in their financial statements using eXtensible Business Reporting Language
(“XBRL”), which is a royalty-free, international standard designed specifically for digital reporting of
financial, performance, risk and compliance information. XBRL provides a unique, machine-readable tag
for individual disclosures within business reports.
Increased Stakeholder Demands for ESG Data. We believe that stakeholder capitalism is
increasing in importance and therefore it is more critical than ever for companies to be transparent and
accountable not just to investors but to all stakeholders, including employees, customers, suppliers,
partners and communities. Today, more than ever, environmental impact, social responsibility, and
corporate governance are impacting the valuations of companies and the ability of institutions to invest in
those companies. ESG reporting is complex. It requires the ingestion, capture, management, and reporting
of financial and non-financial data from many disparate sources, and it requires the collaboration of
multiple internal stakeholders.
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Growth Vectors
We are focusing our investment on four major growth opportunities: The Workiva Platform, Fit-
for-Purpose Solutions, Global Expansion, and our Partner Ecosystem.
The Workiva Platform. People all over the world use our connected, cloud platform to seamlessly
enable collaboration and deep integration into existing work streams to simplify their most complex
reporting challenges. We offer the only holistic, unified software-as-a-service (“SaaS”) platform that
brings customers’ financial reporting, ESG, and GRC together in a controlled, secure, audit-ready
platform. Our platform creates a competitive advantage and positions us to win in the expanding business
reporting market.
Fit-for-Purpose Solutions. Workiva is the leading provider of cloud-based reporting solutions that
are designed to solve financial and non-financial business challenges at the intersection of data, process
and people. We are entering into new markets and geographies with an expanded solutions portfolio.
Workiva is focused on growing our business through selling multi-solution deals and account expansions.
Two solution groups that are part of this growth strategy are ESG and GRC:
• Environmental, Social, Governance Reporting. ESG represents a generational opportunity
for growth and we plan to continue to accelerate our investments to meet stakeholders’
growing need for ESG information. In an increasingly transparent world, organizations
across the globe are disclosing non-financial key performance indicators around
environmental, social, and governance issues. ESG-related information is beginning to
appear in mainstream financial reports and we believe this trend will accelerate in the
coming years. Workiva’s fit-for-purpose ESG solution provides an effective platform to help
organizations manage, collaborate, and disclose their ESG information to stakeholders. We
will continue to leverage what we believe is the superior ESG reporting solution to grow our
business.
• Governance, Risk, and Compliance. GRC is a broad market segment that can be defined by
a number of solution areas including internal audit, internal controls, risk management,
policy management, vendor risk, and IT risk. Risk Management is a high priority for CEOs
and across boardrooms all over the globe. Workiva’s GRC solution suite enables and excels
at identifying, tracking, and managing risk so that customers can operate legally, ethically,
and in compliance with regulations. In September 2021, Workiva was named a leader among
GRC platforms by independent research firm, Forrester Research. We will continue to
leverage our GRC leadership to grow our business.
Global Expansion. We believe growth outside of North America presents an attractive
opportunity because the factors that drive demand for our solutions in North America are similar to those
in other developed countries, including the need to manage complex datasets, reduce errors and risk,
improve efficiency and respond to regulatory requirements.
In 2022, we generated approximately 11% of our consolidated revenue from EMEA and the Asia-
Pacific region (“APAC”), and we expect these global markets to contribute an increasing percentage of
total revenue.
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Partner Ecosystem. We believe that our ecosystem of partners extends our geographic reach,
accelerates the usage and adoption of our platform, and enables more efficient delivery of professional
services. We intend to expand and deepen our relationships with global and regional partners, including
global consulting firms, systems integrators, large and mid-sized independent software vendors and
implementation partners. Our over 200 advisory, technology, 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.
Workiva Platform
The Workiva platform is single instance, multi-tenant software deployed in the cloud. Our
platform, built on Amazon Web Services and Google Cloud Platform, is composed of both proprietary
and open-source technologies.
We believe the following characteristics highlight our platform’s key competitive advantages:
Features and Functionality. Our platform allows customers to connect data from ERP, HCM and
CRM systems, as well as other third-party cloud and on-premise applications with complete control,
context, and clarity. Workiva's drag-and-drop data transformation and preparation capabilities deliver
previews and provide insights on the fly. Organizations can simply extract data from sources into the
Workiva platform where they can perform queries, filter, and clean the datasets, and do it across millions
of records that typical spreadsheets can’t handle. 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.
With our platform’s data-linking capabilities, every change is automatically updated in all linked
instances—including narrative and numbers—throughout spreadsheets, word-processing documents,
charts and graphs, presentation decks and dashboards in our platform. Linking enables data consistency
and ensures that collaborators are working with the most current data.
Our platform's detailed audit trail provides accountability and transparency by tracking every
change made by every user over time. A complete record of data provenance and all changes helps our
customers mitigate risk, gain insights and make better, data-driven decisions.
With permission controls in our platform, administrators can manage access at all levels so each
user can create, review and edit data and documents. This control feature also enables users to grant
access to their external auditors, outside counsel and other consultants, which further streamlines the
review process and reduces expenses.
Easy to Deploy and Configure. The Workiva platform can be deployed within days or weeks for
new customers and can be easily configured by the customer for individual employees or entire teams.
Because our solutions are browser-based, customers avoid costly, time-intensive deployments typically
associated with on-premise enterprise software.
High Performance. The architecture, design, deployment and management of our solutions
provide enterprise-grade scalability, availability and security. The performance of the Workiva platform
has been tested and proven by some of the largest, most demanding enterprises in the world.
Continuous Improvement. Frequent collaboration with customers and development iteration allow
us to make continuous improvements by releasing a new version of our platform several times each week.
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Scales Rapidly. The Workiva platform is designed to support millions of end users as a result of
its scalability and our relationship with Amazon Web Services and Google Cloud Platform. A number of
our customers have reported millions of links to single sources of data, among multiple documents,
spreadsheets and presentations, without any discernible negative effects on performance.
Secure. Many of the largest enterprises in the world trust us with their most sensitive data. We
employ stringent data security, reliability, integrity and privacy practices. In addition to our regular
customer security assessments, we engage in continuous and ongoing penetration and vulnerability testing
(manual and automatic, internal and third-party) and adhere to standards established by third parties such
as Federal Risk and Authorization Management Program (“FedRAMP”) and ISO 27001. We also engage
third-party auditors to evaluate our controls against the service organization controls (“SOC”) compliance
frameworks.
Marketplace. The Workiva Marketplace enables organizations to streamline existing processes
and solve new business problems by activating more than 215 ready-made templates, 70+ no-code data
connectors, and services from industry experts and trusted partners — all within the Workiva platform’s
connected and secure ecosystem. Its offerings include process checklists, carefully organized and linked
reports, style guides, perfectly formatted presentations, and more. Accounting, sustainability, audit,
financial planning and analysis, financial services, and legal teams can easily add templates or connectors
directly into an existing Workiva workspace and optimize workflow with process automation, practical
examples, and industry best practices.
Fit-for-Purpose Solutions
We market and sell over 30 fit-for-purpose solutions that are categorized into four reporting
groups: Financial Reporting; ESG; GRC; and Industry Verticals.
Financial Reporting
Global Statutory Reporting. We see growing demand for our platform in the United States
(“U.S.”) and in Europe for statutory reporting, which is a complex process for our multinational
customers that are required to report statutory financial information throughout different countries and
local jurisdictions where they do business. Currently, most of these enterprises rely on hundreds of legacy
word-processing documents and spreadsheets with no digital audit trail. This disconnected, manual
process is prone to errors and creates the risk of accounting inconsistencies in reports between legal
entities across jurisdictions. Without a standardized process and central oversight, companies face
enormous risk and high expenses related to outsourcing to a bevy of consultants and accounting firms,
which weakens control and extends review time.
Securities and Exchange Commission (“SEC”) and System for Electronic Document Analysis and
Retrieval (“SEDAR”) Reporting. Our platform gives customers control over the entire SEC reporting
process, from data collection to drafting to embedding supporting documentation to the actual filing with
Inline XBRL. Our SEC reporting solution allows our customers to prepare and file all major SEC reports,
such as Form 10-K, Form 10-Q and Form 8-K, as well as Form S-1 and other registration statements,
proxy statements and Section 16 reports. Features tailored to the SEC reporting process include the
capability to concurrently create reports in the HTML format required for filing on the SEC’s Electronic
Data Gathering, Analysis and Retrieval (“EDGAR”) system and the ability to perform XBRL tagging as
well as to submit SEC reports with Inline XBRL. Foreign Private Issuers can use our platform to include
XBRL tagging in their 20-F and 40-F filings with the SEC. Workiva also enables customers to create
earnings press releases, earnings call scripts, presentations and other investor relations materials with data
linked to the corresponding filing. Canadian issuers can use our platform to draft and submit reports
through SEDAR.
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Capital Markets. Workiva offers an end-to-end technology platform supporting our customers
throughout their journey as they move from being a privately held company to being publicly traded. We
believe that our platform approach and fit-for-purpose solutions provide a competitive differentiation in
the market. Private companies can purchase the Workiva platform for financial reporting, management
reporting and controls management. They may do this up to a year or two in advance of their target initial
public offering (“IPO”) date. As these companies go through the IPO process, they then have the
opportunity to use the capital markets solution on our platform to manage the creation of their Form S-1
to register their securities with the U.S. Securities and Exchange Commission. Around the time they go
public, many of these customers may then purchase our SEC solution, which enables companies to
prepare and file all major SEC reports, and expand the use of our platform to support their audit
requirements under the Sarbanes-Oxley Act (“SOX”).
Annual & Interim Reporting. Workiva provides customers control over their entire financial
reporting process, from data collection to drafting to embedding supporting documentation to submitting
their financial statements to their board, ownership structure and/or debt holders. Workiva enables
customers to manage their entire process of creating financial statements with more confidence through
connecting directly to their financial source systems like ERPs and general ledgers. This reduces human
error and increases data reliability during financial statement consolidation. Workiva also enables speed
through automation which reduces the time-consuming, stressful process of gathering financial data,
freeing your time for telling your financial story.
European Single Electronic Format (“ESEF”). We believe ESEF is an accelerator for
modernization of corporate reporting in Europe. ESEF is an annual financial reporting regulation
specified by the European Securities and Markets Authority (“ESMA”). The ESMA mandate requires all
specified issuers on European Union (“E.U.”) regulated markets to file annual account statements in a
digital format using iXBRL. The key driver for ESEF is greater transparency and requires standardized
reporting, consistently structured and accessible for stakeholders, thus we believe making it an ideal fit
for Workiva. More than 5,000 European issuers are subject to the required taxonomy for their annual
financial reports.
Management Reporting. Public and private companies, government agencies and higher-
education institutions must create a vast array of complex financial and managerial reports. Organizations
of all sizes typically have to collect, track, manage and report on a wide range of operating metrics to
drive better business outcomes. Our customers continuously find new use cases across their organizations,
including Financial Planning and Analysis (“FP&A”), board/committee and quarterly reporting, C-Suite
reporting, strategic business plans, financial statements, variance reports, monthly management reports,
managing and tracking key performance indicators, data collection for domestic sales, performance
reporting, and employee benefit financial statements.
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Our platform streamlines the ESG reporting process end-to-end, from data collection and
management to final report. Customers use our solution to collect quantitative and qualitative values to
report for ESG topics, reference ESG frameworks and standards to align with stakeholder interests,
request and track the data collection of ESG values, and connect information across reports, from
sustainability reports to financial reports and internal presentations, to create a single source of truth for
ESG metrics and disclosures.
Customers can use the ESG Explorer to review and compare guidelines from multiple
frameworks and standards, including Global Reporting Initiative (“GRI”) Standards, Sustainability
Accounting Standards Board (“SASB”), Task Force on Climate-related Financial Disclosures (“TCFD”),
and the United Nations Sustainable Development Goals (“UNSDGs”).
ESG Program, the digital hub on workiva.com, creates a connected and collaborative hub for
ESG teams and stakeholders to operationalize their ESG initiatives. Customers can identify and organize
the topics that are material to their organization, create automated processes to collect, review, and
maintain metrics from systems of records and other data providers, and connect metrics to reports,
presentations, and surveys, including submitting responses to CDP (formerly Carbon Disclosure Project).
Governance, Risk, and Compliance
Controls Management. Our customers use our platform to increase efficiency in documenting,
implementing and assessing internal controls over financial reporting (“ICFR”) as required by SOX. SOX
also requires public company Chief Executive Officers and Chief Financial Officers to individually
certify that their annual and quarterly financial reports are accurate and complete and to assess the
effectiveness of their ICFR. Increased scrutiny from the Public Company Accounting Oversight Board on
audits of management’s assessment of internal controls – and the transition in the framework used for
assessing internal controls – is driving public companies to find more efficient and accurate solutions for
SOX compliance. Our customers can collect data from multiple departments, centralize that information
in a linked platform, create and track process narratives and flows with co-workers, embed evidence and
directly test controls.
Internal Audit Management. We sell to the broad-based audit market because users in that market
often collaborate with colleagues working in SOX, risk and controls across an organization. Internal audit
management extends throughout an organization, attracting Workiva customers from a wide range of
departments. Internal audit management includes audit risk assessments, the audit planning process,
workpaper management, testing, issues management and audit reports that encompass the audit
committee report and the internal audit group. Workiva enables simultaneous collaboration with control
and accountability and enables robust documentation, accurate audit conclusions and complete audit
trails, which are essential to auditors, executives and boards. With permission controls, administrators can
restrict access at all levels for each user to create, review and edit data and documents that relate directly
to them. This control feature also enables users to grant access to their external auditors, which further
streamlines the review process and reduces expenses.
Enterprise Risk Management (“ERM”). With our platform, our customers can integrate their risk
management practices throughout the organization while maintaining information privacy, audit trails and
security resulting in highly efficient and transparent compliance. We also sell a solution for ERM to help
enterprises identify systemic risks, determine risk probabilities, assess risk magnitude, plan strategic
responses, report to boards and other stakeholders and ultimately make real-time ERM decisions.
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Policy and Procedure Management. Our customers can use our platform to establish a connected,
enterprise-wide policy and procedure management process. Teams can access and manage all content for
policies, standards, procedures and guidelines for the entire enterprise in our platform, and they can
efficiently manage ongoing policy review cycles throughout the year. Customers can map policies
directly to risks, controls, processes and regulations and create a consistent template-driven format or
taxonomy for all policies. Customers can also distribute and track employee attestation of policies and
procedures with automated certification reminders and progress dashboards.
Industry Verticals
Financial Services. We market our platform to address regulatory compliance risk and enterprise
risk at banks, insurance companies and other financial services companies. Examples of regulations
facing our customers include the Dodd-Frank Act, Basel III, Capital Requirements Regulation, Capital
Requirements Directive, Resolution and Recovery Plans, Comprehensive Capital Analysis and Review,
and Dodd-Frank Stress Testing. We also help investment management companies streamline industry-
specific compliance and capital markets transactions.
We also market our platform to help organizations comply with the European Banking
Authority’s Supervisory Review and Evaluation Process, which requires institutions to report on their
Internal Capital Adequacy Assessment Process and the Internal Liquidity Adequacy Assessment Process.
In addition, our platform helps financial services firms in the UK comply with regulations from The
Financial Conduct Authority, which requires reporting under the Client Asset Sourcebook rules for
registered firms who hold or control client money or custody assets.
Public Sector. State and local governments use our platform to streamline and modernize
Comprehensive Annual Financial Reports and budgeting. We are also expanding adoption of our platform
across U.S. government agencies. With our FedRAMP authorization, we can help federal agencies
connect, control and report up to 80 percent of their information types.
Energy & Utility Sector. Workiva provides connected reporting solutions that improve data
accuracy for energy and utilities companies across state commission filings, utility rate making
documents, SEC filings, financial and performance reports, and SOX documentation. We market our
platform to help companies comply with the Federal Energy Regulatory Commission (“FERC”) XBRL
mandate. More than 200 utility, natural gas, oil pipeline and centralized service companies are required to
file quarterly and annual reports using XBRL.
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Customers
Thousands of organizations, including global enterprises with hundreds of thousands of
employees, trust Workiva. Customers include 88% of the top 100 public and private companies that
report annual revenue figures to a government agency, as well as 85% of the top 500 companies, and 80%
of the top 1,000 companies. As of December 31, 2022, we had more than 5,600 customers. Our customers
are passionate, loyal supporters of our solutions, as demonstrated by our subscription and support revenue
retention rate of 97.8% as of the December 2022 measurement date. Our subscription and support revenue
retention rate including add-on solutions was 108.5% as of December 31, 2022.
Additionally, Workiva hosts Customer Advisory Boards (“CABs”) focused around three industry
disciplines: Financial Reporting, ESG, and GRC that allow Workiva to listen and respond to evolving
needs of our customers. Our CABs are forums for leaders to exchange expertise and drive positive
business outcomes in their organizations. We recognize our members as experts in their fields with
valuable perspectives on the direction of their industries—including how those industries can be
improved by technology. The CABs meet virtually multiples times throughout the year and twice in-
person with the objectives of:
• sharing insights into individual members’ reporting and compliance needs, as well as the
needs of the organizations to which they belong;
• discussing best practices and sharing success stories;
• providing candid thoughts and feedback about the Workiva platform as it exists today, as well
as its trajectory for the future; and
• generating interest of building trust in the global economy with transparent data and
connected reporting.
Competition
The intensity and nature of our competition vary significantly across our different solutions, as
changes in regulation and market trends result in evolving customer requirements and demand for
enterprise software. Our primary competitors include:
• Status quo, manual business processes that rely on legacy software productivity tools;
• Diversified enterprise software providers;
• Niche software providers that provide point solutions;
• Providers of professional services, including consultants and financial printers;
• Governance, risk, and compliance software providers; and
• Business intelligence / performance management software providers.
As our markets expand, we expect to compete with more highly specialized software vendors, as
well as larger vendors that may continue to acquire or bundle their products more effectively.
The principal competitive factors in our market include: product features, reliability, performance
and effectiveness; product line breadth, diversity and applicability; product extensibility and ability to
integrate with other technology infrastructures; price and total cost of ownership; adherence to industry
standards and certifications; strength of sales and marketing efforts; and brand awareness and reputation.
We believe that our cloud-based platform has the combination of features and value to our customers that
will continue to allow us to compete effectively.
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Sales and Marketing
Sales
We sell our subscription contracts and related services globally, primarily through our direct sales
organization which employs a combination of field sales, inside sales and partnership channels.
Our sales organization comprises sales development representatives, pre-sales engineers and
account managers. Our sales development representatives qualify sales-accepted opportunities for our
account managers. Our pre-sales engineers focus on solutions and custom product demonstrations and
consultative sales. Our account managers work to attract new customers as well as expand our platform
into new use cases and departments across our current customers’ organizations.
Our customer success and professional services teams also help our account managers build our
existing customer relationships by providing advice and best practices that enable users to harness the full
power of our platform.
We plan to continue strengthening our sales coverage in our current markets, as well as expand
our sales footprint in locations where we see a demand for our solutions. To achieve this growth, we plan
to continue hiring motivated sales people with experience in enterprise software sales and in specific
geographical regions. We believe that our approach to hiring sales people, along with a progressive
training, culture and compensation package will allow us to retain sales talent and continue to drive
growth.
In 2022, we continued to expand our ecosystem of partners, including global consulting firms,
systems integration and technology firms, and leading regional consulting firms. Our highly skilled
advisory and implementation partners offer a wide range of subject-matter expertise that broadens our
platform’s capabilities and promotes Workiva as part of the digital transformation projects they
implement for their customers. Our technology partners enable powerful data and process integrations
that enable our customers to connect their existing ecosystem of solutions directly to our platform. Our
partners help to extend our customer reach through marketing and promotion and help accelerate the sale
and delivery of our platform.
Marketing
Our marketing organization promotes our brand, generates demand for our offerings, and
researches and assesses product market needs. Our advance planning team assesses customer needs,
conducts industry-based research and identifies new markets. Our product marketing team develops the
go-to-market strategy for Workiva solutions and manages pricing and licensing strategies. The product
marketing team also supports our sales team with playbooks that include profiles of typical buyers, key
messages, value propositions, competitive analysis and sales strategies.
Our demand generation programs are categorized by technology solution and industry and are
focused on engaging business leaders, process owners and technology teams. We use a variety of
marketing programs across traditional and social channels to target current and prospective customers.
Our marketing team hosts virtual and in-person events to educate prospects and customers and generate
demand for our solutions.
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Customer Success and Professional Services
Our customer success and professional services teams help our account managers build
relationships with customers by providing advice that enables them to harness the full power of our
platform.
Customer Success. Our customer success team partners with users of our platform to understand
their business objectives and offers best practices in the use of our software. We deliver 24/7 live
customer support via phone, digital messaging and web-based conferencing. We provide intensive
training to our customer success team and segment them for each solution and market focus.
Professional Services. Our professional services include initial setup of documents; XBRL
mapping, tagging and review; best practices implementation; and business process consulting. Our XBRL
team of accounting and financial reporting professionals provide XBRL mapping, tagging and review
services to our customers. We also employ a team of consultants who offer services to customers to
improve and streamline their Workiva-related data processes.
We pay for employees to maintain professional certifications and licenses that are important to
our customers, and we host regular company-wide employee education sessions on business, industry,
technology and workplace topics.
Intellectual Property
Our intellectual property and proprietary rights are important to our business. To safeguard these
rights, we rely on a combination of patent, trademark, copyright and trade secret laws and contractual
protections in the United States and other jurisdictions.
As of December 31, 2022, we had 68 issued patents and 16 patent applications pending relating to
our platform. We cannot assure you that any of our patent applications will result in the issuance of a
patent or whether the examination process will require us to narrow or otherwise limit our claims. Any
patents issued may be contested, designed around, found unenforceable, or invalidated, and we may not
be able to prevent third parties from infringing them. We also license software from third parties for
integration into our solutions, including open source software and other software available on
commercially reasonable terms. We cannot assure you that such third parties will maintain such software
or continue to make it available.
We control access to and use of our proprietary software and other confidential information
through the use of internal and external controls, including contractual protections with employees,
contractors, end-customers, and partners, and our software is protected by U.S. and international
copyright laws. Despite our efforts to protect our trade secrets and proprietary rights through intellectual
property rights, licenses, and confidentiality agreements, unauthorized parties may still copy or otherwise
obtain and use our software and technology. In addition, we intend to expand our international operations,
and effective patent, copyright, trademark, and trade-secret protection may not be available or may be
limited in foreign countries.
If we continue to be successful, we believe that competitors will be more likely to try to develop
solutions and services that are similar to ours and that may infringe our proprietary rights. It may also be
more likely that competitors or other third parties will claim that our platform infringes upon their
proprietary rights.
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Our industry is characterized by the existence of a large number of patents and frequent claims
and related litigation regarding patent and other intellectual property rights. In particular, leading
companies in the enterprise software industry have extensive patent portfolios and are regularly involved
in both offensive and defensive litigation. From time to time, third parties, including certain of these
leading companies, may assert claims of infringement, misappropriation or other violations of intellectual
property rights against us, and our standard license and other agreements obligate us to indemnify our
customers against such claims. Successful claims of infringement by a third party could prevent us from
distributing certain solutions or performing certain services, require us to expend time and money to
develop non-infringing solutions, or force us to pay substantial damages (including enhanced damages if
we are found to have willfully infringed patents or copyrights), royalties or other fees. In addition, to the
extent that we gain greater visibility and market exposure as a public company, we face a higher risk of
being the subject of intellectual property infringement claims from third parties. We cannot assure you
that we do not currently infringe, or that we will not in the future infringe, upon any third-party patents,
copyrights or other proprietary rights.
We have registered a number of trademarks and logos, including “Workiva,” “Wdesk” and
“Wdata” with the United States Patent and Trademark Office and in several jurisdictions outside the
United States. We have also registered other trademarks in the United States and in other jurisdictions
outside the United States. In addition, we intend to expand our international operations, and we cannot
assure you that these names will be available for use in all such jurisdictions.
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. 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.
Government Regulations
We believe that our businesses and operations are in substantial compliance with all applicable
government laws and regulations. Any additional measures to maintain compliance are not expected to
materially affect our capital expenditures, competitive position, financial position or results of operations.
Various legislative and administrative regulations applicable to us have become effective or are under
consideration in many parts of the world. To date, such developments have not had a substantial adverse
impact on our revenues, earnings or cash flows. However, if new or amended laws or regulations impose
significant operational restrictions and compliance requirements upon us or our business, our capital
expenditures, results of operations, financial condition and competitive position could be negatively
impacted. Refer to Item 1A. Risk Factors for further information.
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Corporate ESG Commitments
We believe society expects more from the business community: authenticity, trust, truth, and
transparency. These expectations lie at the heart of what Workiva does for customers and ourselves. We
are committing to ESG through authentic and purposeful action—supporting our people and customers,
protecting the environment, and conducting good business practices. When it comes to our company’s
ESG responsibilities, Workiva tracks a course for consistent progress and excellence. We’ve established a
guiding ESG strategy to ensure that we advance trust and belonging in our workforce and industry, stand
for truth in our customer and partner interactions and in marketing practices, and stay consistently
transparent about our impact with society and our employees across our value chain.
Workiva’s ESG strategy includes a robust governance structure with oversight by and
accountability to the Nomination and Governance Committee of the company’s board of directors.
Additionally, as part of our strategy, we have created a materiality approach, a stakeholder engagement
process, an ESG Task Force led by our CFO to ensure forward progress of our ESG goals, and committed
to alignment with the United Nations Sustainable Development Goals (“UN SDGs”) and the Task Force
on Climate-Related Disclosures (“TFCD”). Workiva was the first SaaS company to join the United
Nations’ CFO Coalition for the SDGs, where we work alongside other global CFOs to guide companies
in aligning their sustainability commitments with credible corporate finance strategies to create real world
impact. To learn more about Workiva’s ESG efforts, track our progress in developing forward-looking
commitments and key performance indicators, go to https://www.workiva.com/about/our-sustainability.
Human Capital
Workiva is a great place to work and has trusted and equipped our employees to work from
wherever and whenever is best for them. We have been on the Fortune 100 Best Companies to Work
For® list since 2019 and attribute our success to our values-based culture. Our employee engagement rate
is 93% and we have an employee attrition rate of 19% which is lower than the industry average. Workiva
offers market-competitive compensation and benefits to attract and retain the best employees.
By staying true to our company values, we have become a stronger and even more innovative
team. As of December 31, 2022, Workiva employed 2,447 full-time people worldwide. Our headcount as
of December 31, 2022 increased 16.2% from 2,106 full-time employees as of December 31, 2021.
Innovation thrives when people feel welcomed, valued, respected, and heard. Diversity, equity
and inclusion are core values at Workiva, and an important component of our social commitment in our
ESG strategy. We strive to create a workplace where everyone is comfortable bringing their best,
authentic self to work every day. As we scale, we know that continuing to develop our workforce is
essential to our growth.
Workiva fosters a work environment that encourages fairness, teamwork, and respect among all
employees. We value all backgrounds, beliefs and interests, and we recognize this diversity as an
important source of our innovation and success. We believe that our culture of diversity, equity and
inclusion increases employee engagement, empowerment, and satisfaction. As of December 31, 2022,
women represented 40% of our global workforce and 34% of our leadership (director and above). As of
December 31, 2022, 20% of our U.S. employees and 15% of our U.S. leadership (director and above)
were from underrepresented racial/ethnic groups. Increasing diversity in our workforce and key
operational leadership roles will remain an organizational priority. Current key initiatives include
Business Employee Resource Groups (“BERG”), learning and development and talent acquisition. The
Company maintains its BERG chapters globally across seven communities: Asian, Black, Disabilities,
Hispanic & Latino, LGBTQ+, Veterans, and Women. Each BERG is sponsored and supported by senior
leaders across the enterprise.
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The health and safety of our colleagues and anyone who enters our workplace around the world is
of paramount importance to Workiva. Workiva offers mental health benefits and offers extra paid mental
wellness days to all employees worldwide.
None of our U.S. employees are represented by a labor organization or are a party to any
collective bargaining arrangement. We have never experienced a strike or similar work stoppage, and we
consider our relations with our employees to be good. For the fiscal year ended December 31, 2022,
employee compensation and benefits accounted for approximately 80% of our total operating expense.
Corporate Information
Workiva Inc. is a Delaware corporation with principal executive offices located at 2900
University Boulevard, Ames, Iowa 50010. Our telephone number is (888) 275-3125 and our website
address is www.workiva.com.
Copies of annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) and 15(d) of the
Exchange Act, are available, free of charge, on our website as soon as reasonably practicable after we file
such material electronically with or furnish it to the SEC. The SEC also maintains a website that contains
our SEC filings. The address of the site is www.sec.gov.
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Item 1A. Risk Factors
Our operations and financial results are subject to various risks and uncertainties, including
those described below. You should carefully consider the following risks and all of the other information
contained in this report, including our consolidated financial statements and related notes, before
investing in any of our securities. The risks and uncertainties described below are not the only ones we
face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not
material, may also become important factors that adversely affect our business. If any of the following
risks, or other risks and uncertainties that are not yet identified or that we currently think are immaterial,
actually occur, our business, financial condition, results of operations and future prospects could be
materially and adversely affected. In that event, the market price of our Class A common stock could
decline. We may amend, supplement or add to the risk factors described below from time to time in future
reports filed with the SEC.
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• Fixed-fee engagements with customers may not meet our expectations if we underestimate the
cost of these engagements.
• If we fail to continue to develop our brand, our business may suffer.
• Legislative and regulatory changes could adversely affect our business.
• We may need to raise additional capital, which may not be available to us.
• We have acquired, and may continue to acquire, other companies or technologies, which could
divert our management’s attention, result in additional dilution to our stockholders and otherwise
disrupt our operations and adversely affect our operating results.
• Because we recognize revenue over the term of each subscription, downturns or upturns in sales
may not be immediately reflected in our operating results.
• We are subject to general litigation that may materially adversely affect us.
• A failure to maintain adequate internal controls over our financial and management systems could
cause errors in our financial reporting, which could cause a loss of investor confidence and result
in a decline in the price of our Class A common stock.
• Our relatively limited operating history makes it difficult to predict our future operating results.
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Risks Related to Taxes
• The adoption of new tax legislation could adversely affect our business and financial condition.
• Determining our income tax rate is complex and subject to uncertainty.
• Our ability to use our net operating losses to offset future taxable income may be subject to
certain limitations.
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We cannot accurately predict subscription renewal or upgrade rates.
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 current 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 a reduced scope of
service. 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 and spending levels and deteriorating general economic conditions. 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.
Failure to manage our growth may adversely affect our business or operations.
Since our formation, we have experienced significant growth in our business, customer base,
employee headcount and operations, and we expect to continue to expand our business over the next
several years. This growth places a significant strain on our management team and employees as well as
our operating and financial systems. To manage our future growth, we must continue to scale our business
functions, improve our financial and management controls and our reporting systems and procedures and
expand and train our work force. In particular, we grew from 2,106 employees as of December 31, 2021
to more than 2,400 employees as of December 31, 2022. We anticipate that additional investments in
sales personnel, infrastructure and research and development spending will be required to:
• scale our operations and increase productivity;
• address the needs of our customers;
• further develop and enhance our existing solutions and offerings;
• develop new technology; and
• expand our markets and opportunity under management, including into new solutions and
geographic areas.
We cannot assure you that our controls, systems and procedures will be adequate to support our
future operations or that we will be able to manage our growth effectively. We also cannot assure you that
we will be able to continue to expand our market presence in the United States, Europe, Asia Pacific
region and other current markets or successfully establish our presence in other markets. Failure to
effectively manage growth could result in difficulty or delays in deploying customers, declines in quality
or customer satisfaction, increases in costs, difficulties in introducing new features or other operational
difficulties, and any of these difficulties could adversely impact our business performance and results of
operations.
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Our revenue growth rate in recent periods may not be indicative of our future performance.
We experienced revenue growth rates of 21%, 26% and 18% in fiscal 2022, 2021 and 2020,
respectively. Our historical revenue growth rates are not indicative of future growth, and we may not
achieve similar revenue growth rates in future periods. You should not rely on our revenue or revenue
growth for any prior quarterly or annual periods as any indication of our future revenue or revenue
growth. If we are unable to maintain consistent revenue or revenue growth, our stock price could be
volatile, and it may be difficult to achieve and maintain profitability.
We have not been profitable historically and may not achieve or maintain profitability in the future.
We have posted a net loss in each fiscal year since we began operations in 2008, including net
losses of approximately $90.9 million in fiscal 2022, $37.7 million in fiscal 2021 and $48.4 million in
fiscal 2020. While we have experienced continued revenue growth in recent periods, we are not certain
whether or when we will obtain a high enough volume of subscriptions to sustain or increase our growth
or achieve or maintain profitability in the future. In addition, we plan to continue to invest in our
infrastructure, new solutions, research and development and sales and marketing, and as a result, we
cannot assure you that we will achieve or maintain profitability. Because we intend to continue spending
in anticipation of the revenue we expect to receive from these efforts, our expenses will be greater than
the expenses we would incur if we developed our business more slowly. In addition, we may find that
these efforts are more expensive than we currently anticipate, which would further impact our
profitability.
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We compete with many types of companies, including diversified enterprise software providers;
providers of professional services, such as consultants and business and financial printers; governance,
risk and compliance software providers; business intelligence/corporate performance management
software providers; and business reporting software providers. Our competitors may be able to respond
more quickly and effectively than we can to new or changing opportunities, technologies, standards or
customer requirements. We could lose customers if our competitors introduce new competitive products,
add new features, acquire competitive products, reduce prices, form strategic alliances with other
companies or are acquired by third parties with greater available resources. We may also face increasing
competition from open source software initiatives, in which competitors may provide software and
intellectual property for free. In addition, if a prospective customer is currently using a competing
solution, the customer may be unwilling to switch to our solutions without access to setup support
services. If we are unable to provide those services on terms attractive to the customer, the prospective
customer may be unwilling to utilize our solutions. If our competitors’ products, services or technologies
become more accepted than our solutions, if they are successful in bringing their products or services to
market earlier than ours, or if their products or services are more technologically capable than ours, then
our revenue could be adversely affected. Pricing pressures and increased competition could result in
reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market
position, any of which would adversely affect our business.
Our revenue growth will depend in part on the success of our efforts to augment our direct-sales
channels by developing relationships with third parties.
We have established strategic relationships with global advisory firms, regional consulting and
implementation firms and technology partners. We expect these parties to contribute to our growth
through referrals, influencing purchases and enhancing our value proposition through advisory and
implementation services. We plan to continue to expand our partner ecosystem and build relationships
with third parties. Identifying partners, negotiating and supporting relationships with them, on-boarding
those firms into our ecosystem and maintaining relationships requires a significant commitment of time
and resources that may not yield a significant return on our investment. If we are unsuccessful in
establishing or maintaining our relationships with partners, or if these partners are unsuccessful in
marketing or selling our solutions, or are unable or unwilling to devote sufficient resources to these
activities, our ability to compete in the marketplace or to grow our revenue could be impaired and our
operating results may suffer. Furthermore, our partners rely on highly skilled and trained professionals to
position the platform in the market and to provide implementation and consulting services to our
customers. We have formal training and enablement programs for our partners; however, our enablement
efforts may be ineffective. If we do not adequately develop and maintain a sufficient number of qualified
and trained partner professionals with knowledge of our solutions and our platform, we may suffer from
services not being delivered correctly, improper expectations being set with our customers and customers
therefore choosing not to expand the use of our platform or deciding not to renew their subscriptions.
Also, our partners may have relationships with our competitors and experience with other products or
services that could be used as substitutes for our platform. These relationships and product experience
may result in our partners recommending our competitors’ products or services over our own products or
services. In addition, new or emerging technologies and technological trends or changes in customer
requirements may result in certain third parties de-emphasizing their dealings with us or becoming
potential competitors in the future.
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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 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,
inflation, interest rates, and armed conflicts (such as Russia and Ukraine conflict) make it difficult for our
customers, prospective customers and us to forecast and plan future business activities accurately. Weak
global economic conditions or a reduction in technology spending 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. Additionally, our capital markets
business can serve as a point of entry for customers to our platform. The growth of our capital markets
and SEC businesses are based in part on the strength of the IPO/special-purpose acquisition company
(“SPAC”) market, which can fluctuate. A significant decline in the IPO/SPAC market has adversely
affected sales of our capital markets solution and could potentially affect other solutions.
The United Kingdom formally left the European Union on January 31, 2020, and ratified a trade
and cooperation agreement governing its future relationship with the E.U. on certain aspects of trade and
other strategic and political issues. The longer term economic, legal, political and social implications of
Brexit are unclear at this stage. In particular, any such longer term impact from Brexit will depend, in
part, on the outcome of the U.K.’s continuing negotiations on a number of matters not definitively
addressed in the trade and cooperation agreement. Changes impacting our ability to conduct business in
the U.K. or other E.U. countries, or changes to the regulatory regime applicable to our operations in those
countries, may cause disruptions to and create uncertainty surrounding our business in the U.K. and E.U.
Further, uncertainty around these and related issues could lead to adverse effects on the economy of the
U.K. and the other economies in which we operate. Any of these events could have a material adverse
effect on our business operations, results of operations and financial condition.
If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork,
passion and focus on execution that we believe contribute to our success.
We believe our corporate culture is a critical component to our success. We have invested
substantial time and resources in building our team. As we grow and develop the infrastructure of a public
company, we may find it difficult to maintain our corporate culture. Any failure to preserve our culture
could negatively affect our future success, including our ability to retain and recruit personnel and
effectively focus on and pursue our corporate objectives.
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Further, to execute our growth plan, we must attract and retain highly qualified personnel.
Competition for these individuals is intense, especially for engineers with high levels of experience in
designing and developing software and internet-related services, senior sales executives and professional
services personnel with appropriate financial reporting experience. We have, from time to time,
experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with
appropriate qualifications. Many of the companies with which we compete for experienced personnel
have greater resources than we have. If we hire employees from competitors or other companies, their
former employers may attempt to assert that these employees have breached their legal obligations or that
we have induced such breaches, resulting in a diversion of our time and resources. If we fail to attract new
personnel or fail to retain and motivate our current personnel, our business and future growth prospects
could be adversely affected.
The COVID-19 pandemic has impacted our business, and its ultimate impact on our business and
financial results is uncertain.
The COVID-19 pandemic has significantly impacted the global economy, disrupted global supply
chains and 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 remains highly
uncertain and will depend on certain developments, including the duration and spread of the outbreak, the
emergence of new variants, the impact on our customers and our sales cycles, and the effect on our
vendors, all of which are uncertain and cannot be predicted.
As a result of the work and travel restrictions relating to the ongoing COVID-19 outbreak,
substantially all of our sales and operating activities are being conducted remotely or on a hybrid basis.
This continuing global work-from-home operating environment may adversely impact the productivity of
certain employees, and these conditions may persist and harm our business, including our future operating
results. The pandemic and accompanying market volatility, uncertainty and economic disruption may also
have the effect of heightening many of the other risks described in the “Risk Factors” set forth in this
Annual Report on Form 10-K.
Our workforce is our primary operating expense and subjects us to risks associated with increases in
the cost of labor.
Labor is our primary operating expense. We may face labor shortages or increased labor costs
because of increased competition for employees, higher employee turnover rates, or increases in
employee benefit costs. If labor-related expenses increase, our operating expense could increase, which
would adversely affect our business, financial condition and results of operations.
We are subject to the Fair Labor Standards Act (“FLSA”) and various federal and state laws
governing such matters as minimum wage requirements, overtime compensation and other working
conditions, citizenship requirements, discrimination and family and medical leave. In recent years, a
number of companies have been subject to lawsuits, including class action lawsuits, alleging violations of
federal and state law regarding workplace and employment matters, overtime wage policies,
discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial
damages by the defendants. Similar lawsuits may be threatened or instituted against us from time to time,
and we may incur substantial damages and expenses resulting from lawsuits of this type, which could
have a material adverse effect on our business, financial condition or results of operations.
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Operations 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:
• 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 and longer sales and collection cycles;
• new and different sources of competition;
• 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;
• increased financial accounting and reporting burdens and complexities;
• restrictions on the transfer of funds;
• an uncertain trade environment;
• adverse tax consequences;
• unstable regional economic and political conditions, including political unrest and armed
conflicts (such as the Russia and Ukraine conflict);
• liquidity issues, including due to political actions by sovereign nations with a controlled
currency environment, which could result in decreased values of cash balances or potential
difficulties protecting our foreign assets or satisfying local obligations;
• difficulties 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;
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• challenges in integrating acquisitions with foreign operations; and
• natural disasters, acts of war, terrorism, security breaches, pandemics or other health crises,
including the ongoing COVID-19 pandemic.
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.
A significant fluctuation between the U.S. Dollar and other currencies could adversely impact our
operating results.
Although our financial results are reported in U.S. Dollars, a portion of our sales and operating
costs are realized in other currencies, with the largest concentration of foreign sales occurring in Europe.
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 U.S. Dollar and foreign currencies may impact
our operating results when translated into U.S. Dollars. Such fluctuations may be materially impacted by
the ongoing COVID-19 pandemic, increases in inflation, fluctuations in interest rates, and any global
events, wars or conflicts, including the current Russia and Ukraine conflict. We do not currently engage
in currency hedging activities to limit the risk of exchange rate fluctuations. Significant long-term
fluctuations in relative currency values, and in particular, an increase in the value of the U.S. Dollar
against foreign currencies, has had and could continue to have an adverse effect on our operating results.
Geopolitical conflicts, including the conflict between Russia and Ukraine, may adversely affect our
business and results of operations.
We have operations or activities in numerous countries and regions outside the United States,
including in Europe. As a result, our global operations are affected by economic, political and other
conditions in the foreign countries in which we do business. Specifically, the current conflict between
Russia and Ukraine is creating substantial uncertainty about the future impact on global capital markets.
Countries across the globe are instituting sanctions and other penalties against Russia. The retaliatory
measures that have been taken, and could be taken in the future, by the U.S., NATO, and other countries
have created global security concerns that could result in broader European military and political conflicts
and otherwise have a substantial impact on regional and global economies, any or all of which could
adversely affect our business, particularly our European operations.
Fixed-fee engagements with customers may not meet our expectations if we underestimate the cost of
these engagements.
We provide certain professional services on a fixed-fee basis. When making proposals for fixed-
fee engagements, we estimate the costs and timing for completing the engagements. We provide
professional services on both SEC and non-SEC solutions, including our financial services, integrated
risk, global statutory reporting and FERC reporting solutions. Professional services on non-SEC solutions
usually involve a different mix of subscription, support and services than professional services on our
SEC solution. Growth in professional services on non-SEC solutions may impact our gross margins in
ways that we cannot predict. If we are required to spend more hours than planned to perform these
services, our cost of services revenue could exceed the fees charged to our customers on certain
engagements and could cause us to recognize a loss on a contract, which would adversely affect our
operating results. In addition, if we are unable to provide these professional services, we may lose sales or
incur customer dissatisfaction, and our business and operating results could be significantly harmed.
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If we fail to continue to develop our brand, our business may suffer.
We believe that continuing to develop and maintain awareness of our brand is critical to
achieving widespread acceptance of our solution and is an important element in attracting and retaining
customers. Efforts to build our brand may involve significant expense and may not generate customer
awareness or increase revenue at all, or in an amount sufficient to offset expenses we incur in building our
brand.
Promotion and enhancement of our name and the brand names of our solutions depends largely
on our success in being able to provide high quality, reliable and cost-effective solutions. If customers do
not perceive our solutions as meeting their needs, or if we fail to market our solutions effectively, we will
likely be unsuccessful in creating the brand awareness that is critical for broad customer adoption of our
solutions. That failure could result in a material adverse effect on our business, financial condition and
operating results.
We may need to raise additional capital, which may not be available to us.
Our future liquidity and capital requirements are difficult to predict as they depend upon many
factors, including the success of our solutions and competing technological and market developments. In
the future, we may require additional capital to respond to business opportunities, challenges, acquisitions
or unforeseen circumstances, and we may not be able to timely secure additional debt or equity financing
on favorable terms, or at all. Any debt financing obtained by us in the future could involve restrictive
covenants relating to our capital raising activities and other financial and operational matters. If we raise
additional funds through further issuances of equity, convertible debt securities or other securities
convertible into equity, our existing stockholders could suffer significant dilution in their percentage
ownership of our company, and any new equity securities we issue could have rights, preferences and
privileges senior to those of holders of our Class A common stock.
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We have acquired, and may continue to acquire, other companies or technologies, which could divert
our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our
operations and adversely affect our operating results.
We have acquired and may in the future seek to acquire or invest in businesses, applications or
technologies that we believe could complement or expand our solutions, enhance our technical
capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the
attention of management and cause us to incur various expenses in identifying, investigating and pursuing
suitable acquisitions, whether or not they are consummated. In addition, we have limited experience in
acquiring other businesses. For businesses we have acquired or may acquire, we may not be able to
integrate the acquired customers, personnel, operations and technologies successfully or effectively
manage the combined business following the acquisition.
Because we recognize revenue over the term of each subscription, 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 an 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. Accordingly, the effect of any significant
downturns in sales, including changes as a result of the ongoing COVID-19 pandemic, may not be fully
reflected in our results of operations until future periods.
We are subject to general litigation that may materially adversely affect us.
From time to time, we may be involved in disputes or regulatory inquiries that arise in the
ordinary course of business. We expect that the number and significance of these potential disputes may
increase as our business expands and our company grows larger. While our agreements with customers
limit our liability for damages arising from our solutions, we cannot assure you that these contractual
provisions will protect us from liability for damages in the event we are sued. Although we carry general
liability insurance coverage, our insurance may not cover all potential claims to which we are exposed or
may not be adequate to indemnify us for all liability that may be imposed. Any claims against us, whether
meritorious or not, could be time consuming, result in costly litigation, require significant amounts of
management time, and result in the diversion of significant operational resources. Because litigation is
inherently unpredictable, we cannot assure you that the results of any of these actions will not have a
material adverse effect on our business, financial condition, results of operations and prospects.
A failure to maintain adequate internal controls over our financial and management systems could
cause errors in our financial reporting.
We must maintain effective financial and management systems and internal controls to meet our
public company reporting obligations. Moreover, SOX requires, among other things, that we maintain
effective disclosure controls and procedures and internal control over financial reporting. If we have a
material weakness or deficiency in our internal control over financial reporting, we may not detect errors
on a timely basis and our financial statements may be materially misstated. Effective internal controls are
necessary for us to produce reliable financial reports and are important to prevent fraud. As a result, our
failure to maintain effective financial and management systems and internal controls could result in errors
in our financial reporting, us being subject to regulatory action and a loss of investor confidence in the
reliability of our financial statements.
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Our relatively limited operating history makes it difficult to predict our future operating results.
We were founded in 2008 and have a relatively limited operating history. We began offering our
first solution in 2010 and launched our platform in 2013. As a result of our limited operating history, our
ability to forecast our future operating results is limited and subject to a number of uncertainties,
including our ability to plan for and model future growth. We have encountered and will encounter risks
and uncertainties frequently experienced by growing companies in rapidly changing industries, such as
the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties
(which we use to plan our business) are incorrect or change due to changes in our markets, or if we do not
address these risks successfully, our operating and financial results could differ materially from our
expectations and our business could suffer.
The success of our cloud-based software largely depends on our ability to provide reliable solutions to
our customers.
Because our solutions are complex and we continually release new features, our solutions could
have errors, defects, viruses or security flaws that could result in unanticipated downtime for our
subscribers and harm our reputation and our business. Since our customers use our solutions for important
aspects of their business, any errors, defects, disruptions in access, security flaws, viruses, data corruption
or other performance problems associated with our solutions could hurt our reputation and may damage
our customers’ businesses. If that occurs, customers could elect not to renew their subscriptions, could
delay or withhold payment to us or may make warranty or other claims against us. In addition, if the
public becomes aware of a security breach of our solutions, our future business prospects could be
adversely impacted.
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Any failure to offer high-quality technical support services may adversely affect our relationships with
our customers.
Once our solutions are deployed, our customers depend on our customer success organization to
resolve technical issues relating to our solutions. We may be unable to respond quickly enough to
accommodate short-term increases in customer demand for support services without incurring additional
expenses or at all. Increased customer demand for these services, without corresponding revenue, could
increase costs and adversely affect our operating results. In addition, our sales process is highly dependent
on our solutions and business reputation and on positive recommendations from our existing customers.
Failure to establish and maintain partnerships that can provide complementary technology offerings
and software integrations could limit our ability to grow our business.
Our growth strategy includes expanding the use of our platform through complementary
technology offerings and software integrations, such as third-party application programming interfaces, or
APIs. While we have established relationships with certain providers of complementary technology
offerings and software integrations, we cannot assure you that we will be successful in maintaining
partnerships with these providers or in establishing additional partnerships of this type. Third-party
providers of complementary applications and APIs may decline to enter into partnerships with us or may
later terminate their relationships with us, change the features of their applications and platforms, restrict
our access to their applications and platforms or alter the terms governing use of their applications and
APIs and access to those applications and platforms in an adverse manner. Such changes could
functionally limit or terminate our ability to use these third-party applications and platforms with the
Workiva platform. Further, if we fail to integrate the Workiva platform with new third-party applications
and platforms that our customers use, or to adapt to the data transfer requirements of such third-party
applications and platforms, we may not be able to offer the functionality that our customers need. In
addition, we may benefit from these partners’ brand recognition, reputations, referrals and customer
bases. Any losses or shifts in the referrals from or the market positions of these partners in general, in
relation to one another or to new competitors or new technologies could lead to losses in our relationships
or customers or our need to identify or transition to alternative channels for marketing our solutions.
If we do not keep pace with technological changes, our solutions may become less competitive.
Our market is characterized by rapid technological change, frequent product and service
innovation and evolving industry standards. If we are unable to provide enhancements and new features
for our existing solutions or new solutions that achieve market acceptance or that keep pace with these
technological developments, our business could be adversely affected. For example, we focus on
enhancing the features of our platform to improve its utility for larger customers with complex, dynamic
and global operations. The success of enhancements, new features and solutions depends on several
factors, including the timely completion, introduction and market acceptance of the enhancements or new
features or solutions. If we fail to introduce platform enhancements, or if our customers experience
difficulties using our platform as a result of the transition or of the implementation of these
enhancements, our revenue retention and revenue growth may be adversely affected. In addition, because
our solutions are designed to operate on a variety of systems, we will need to continuously modify and
enhance our solutions to keep pace with changes in internet-related hardware, software, communication,
browser and database technologies. We may not be successful in either developing these modifications
and enhancements or in bringing them to market in a timely fashion. Furthermore, uncertainties about the
timing and nature of new network platforms or technologies, or modifications to existing platforms or
technologies, could increase our research and development expenses. Any failure of our solutions to keep
pace with technological changes or operate effectively with future network platforms and technologies
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could reduce the demand for our solutions, result in customer dissatisfaction and adversely affect our
business.
If we fail to manage our technical operations infrastructure, our existing customers may experience
service outages, and our new customers may experience delays in the deployment of our solutions.
We have experienced significant growth in the number of users, projects and data that our
operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations
infrastructure to meet the needs of all of our customers. We also seek to maintain excess capacity to
facilitate the rapid provision of new customer deployments and the expansion of existing customer
deployments. In addition, we need to properly manage our technological operations infrastructure in order
to support changes in hardware and software parameters and the evolution of our solutions, all of which
require significant lead time. Our platform interacts with and depends on technology provided by Amazon
Web Services, Google Cloud Platform and other third-party providers, and our data is hosted pursuant to
service agreements with these providers. We do not control the operation of these providers or their
facilities, and the facilities are vulnerable to damage, interruption or misconduct, which could result in
interruptions in our services. We have experienced, and may in the future experience, website disruptions,
outages and other performance problems. These problems may be caused by a variety of factors,
including infrastructure changes, human or software errors, viruses, security attacks, fraud, spikes in
customer usage and denial of service issues. In some instances, we may not be able to identify the cause
or causes of these performance problems within an acceptable period of time. If we do not accurately
predict our infrastructure requirements, our existing customers may experience service outages that may
subject us to financial penalties, financial liabilities and customer losses. If our operations infrastructure
fails to keep pace with increased sales, customers may experience delays as we seek to obtain additional
capacity, which could adversely affect our reputation and our revenue.
The inability to maintain software licenses, or the existence of errors in the software we license could
result in increased costs or reduced service levels.
Our solutions incorporate certain third-party software that may be licensed to or hosted by or on
behalf of Workiva, or may be hosted by a licensor and accessed by Workiva on a Software-as-a-Service
basis. We anticipate that we will continue to rely on third-party software and development tools from
third parties in the future. There may not be commercially reasonable alternatives to the third-party
software we currently use, or it may be difficult or costly to replace. In addition, integration of the
software used in our solutions with new third-party software may require significant work and require
substantial investment of our time and resources. Any undetected errors or defects in this third-party
software could prevent the deployment or impair the functionality of our solutions, delay new solution
introductions, result in a failure of our solutions and injure our reputation.
Interruptions in third-party services or software may damage our reputation, reduce our revenue,
cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely
affect our renewal rates and our ability to attract new customers. Our business would be harmed if our
customers and potential customers believe our service is unreliable. Any inability to maintain or acquire
third-party licensed software for use in our solutions could result in increased costs or reduced service
levels, which would adversely affect our business.
Any failure or interruptions in the internet infrastructure, bandwidth providers, data center providers,
other third parties or our own systems 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
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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.
Further, we rely on third-party systems and vendors, including data center, bandwidth, and
telecommunications equipment providers, to provide our solutions. Our platform has been developed
with, and is based on, cloud computing technology. It is hosted pursuant to service agreements on servers
by third-party service providers, including those with Amazon Web Services and Google Cloud Platform.
We do not control the operation of these providers or their facilities, and the facilities are vulnerable to
damage, interruption or misconduct. We also do not maintain redundant systems for some of these
services. Unanticipated problems at these facilities could result in lengthy interruptions in our services. If
the services of one or more of these providers are terminated, disrupted, interrupted or suspended for any
reason, we could experience disruption in our ability to offer our solutions, or we could be required to
retain the services of replacement providers. We may move or transfer our data and our customers’ data to
other cloud hosting providers and any unsuccessful data transfers may impair the delivery of our service.
Changes in laws and regulations related to the internet or changes in the internet infrastructure itself
may diminish the demand for our solutions.
The future success of our business depends upon the continued use of the internet as a primary
medium for commerce, communication and business solutions. Federal, state or foreign government
bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the
use of the internet as a commercial medium. Changes in these laws or regulations could require us to
modify our solutions in order to comply with these changes. In addition, government agencies or private
organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce
conducted via the internet. These laws or charges could result in reductions in the demand for internet-
based solutions such as ours.
In addition, the use of the internet as a business tool could be adversely affected due to delays in
the development or adoption of new standards and protocols to handle increased demands of internet
activity, security, reliability, cost, ease of use, accessibility and quality of service. The performance of the
internet and its acceptance as a business tool has been adversely affected by “viruses,” “worms” and
similar malicious programs, and the internet has experienced a variety of outages and other delays as a
result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these
issues, demand for our solutions could suffer.
We are subject to U.S. and foreign data privacy and protection laws and regulations as well as
contractual privacy obligations.
We manage private and confidential information and documentation related to our customers’
finances and transactions, often prior to public dissemination. The use of insider information is highly
regulated in the United States and abroad, and violations of securities laws and regulations may result in
civil and criminal penalties. In addition, we are subject to the data privacy and protection laws and
regulations adopted by federal, state and foreign legislatures and governmental agencies. Privacy laws
restrict our storage, use, processing, disclosure, transfer and protection of personal information that may
be placed in our platform by our customers or collected from visitors while visiting our websites. The
regulatory framework for privacy and data protection issues worldwide is evolving, and new or proposed
legislation and regulations could also significantly affect our business. These laws and regulations, as well
as any associated inquiries or investigations or any other government actions, may be costly to comply
with and may delay or impede the development of new products, result in negative publicity, increase our
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operating costs, require significant management time and attention, and subject us to remedies that may
harm our business, including fines or demands or orders that we modify or cease existing business
practices.
In addition, as we expand our operations internationally, compliance with regulations that differ
from jurisdiction to jurisdiction may also impose substantial burdens on our business. In particular, the
European Union has implemented the General Data Protection Regulation (“GDPR”), which came into
force in May 2018. The GDPR includes more robust obligations on data processors and heavier
documentation requirements for data protection compliance programs by companies that process personal
data of residents of the E.U., and imposes significant penalties for non-compliance. Further, because our
customers often use a Workiva account across multiple jurisdictions, E.U. regulators could determine that
we transfer data from the E.U. to the U.S., which could subject us to E.U. laws with respect to data
privacy. Those laws and regulations are uncertain and subject to change. For example, in July 2020, the
Court of Justice of the E.U. issued a decision that invalidated the E.U.-U.S. Privacy Shield framework, a
mechanism that companies had previously relied on to transfer personal information from the E.U. to the
U.S., on the basis that such transfer mechanism does not comply with the level of protection required
under the GDPR. These changes to the legal bases for transferring data from E.U. to the U.S. could affect
the manner in which we provide our services or adversely affect our financial results.
In addition to government activity, the technology industry and other industries are considering
various new, additional or different self-regulatory standards that may place additional burdens on us. If
the processing of personal and confidential information were to be curtailed in this manner, our software
solutions may be less effective or diminish the user experience, which may reduce demand for our
solutions and adversely affect our business.
We are also subject to the privacy and data protection-related obligations in our contracts with
our customers and other third parties. We could be adversely affected by changes to these contracts in
ways that are inconsistent with our practices or in conflict with the laws and regulations of the United
States, foreign or international regulatory authorities. We may also be contractually liable to indemnify
and hold harmless our clients from the costs or consequences of inadvertent or unauthorized disclosure of
data that we store or handle as part of providing our services. Finally, we are also subject to contractual
obligations and other legal restrictions with respect to our collection and use of data, and we may be liable
to third parties in the event we are deemed to have wrongfully used or gathered data.
As our customers and prospects prepare to comply with frequently changing privacy legislation,
including GDPR, we are subject to our current and prospective customers’ enhanced due diligence prior
to contract execution. Furthermore, the uncertainty of how regulators will apply privacy laws in different
jurisdictions has caused many companies to adopt very broad and restrictive vendor policies, contract
templates and requirements. Due to the aforementioned changes to privacy law, our current and
prospective customers have begun to require us to adopt standard contractual clauses, data processing
agreements, or amendments to existing agreements regarding privacy and/or security compliance prior to
conducting new (or any) business with us. In addition, due diligence by current or prospective customers
may take the form of onsite audits and questionnaires. Negotiating these clauses and satisfying customers’
concerns around privacy risk can slow down the overall sales cycle due to the coordination of so many
subject matter experts. Slower sales cycles may limit our ability to grow and create focus on compliance
points as opposed to new sales.
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Any failure by us or a third-party contractor providing services to us to comply with applicable
privacy and data protection laws, regulations, self-regulatory requirements or industry guidelines, our
contractual privacy obligations or our own privacy policies, may result in fines, statutory or contractual
damages, litigation or governmental enforcement actions. These proceedings or violations could force us
to spend significant amounts in defense or settlement of these proceedings, result in the imposition of
monetary liability, distract our management, increase our costs of doing business, and adversely affect our
reputation and the demand for our solutions.
Furthermore, government agencies may seek to access sensitive information that our customers
upload to our service providers or restrict customers’ access to our service providers. Laws and
regulations relating to government access and restrictions are evolving, and compliance with such laws
and regulations could limit adoption of our services by customers and create burdens on our business.
Moreover, investigations into our compliance with privacy-related obligations could increase our costs
and divert management attention.
Any failure to protect our intellectual property rights or defend against accusations of infringement of
third-party intellectual property rights could impair our ability to protect our proprietary technology
and our brand.
Our success substantially depends upon our proprietary methodologies and other intellectual
property rights. Unauthorized use of our intellectual property by third parties may damage our brand and
our reputation. As of December 31, 2022, we had 68 issued patents and 16 patent applications pending,
and we expect to seek additional patents in the future. In addition, we rely on a combination of copyright,
trademark and trade secret laws, employee and third-party non-disclosure and non-competition
agreements and other methods to protect our intellectual property. However, unauthorized parties may
attempt to copy or obtain and use our technology to develop products with the same functionality as our
solutions. We cannot assure you that the steps we take to protect our intellectual property will be adequate
to deter misappropriation of our proprietary information or that we will be able to detect unauthorized use
and take appropriate steps to protect our intellectual property. United States federal and state intellectual
property laws offer limited protection, and the laws of some countries provide even less protection.
Moreover, changes in intellectual property laws, such as changes in the law regarding the patentability of
software, could also impact our ability to obtain protection for our solutions. In addition, patents may not
be issued with respect to our pending or future patent applications. Those patents that are issued may not
be upheld as valid, may be contested or circumvented, or may not prevent the development of competitive
solutions.
Patent and other intellectual property disputes are common in our industry. We might be required
to spend significant resources and divert the efforts of our technical and management personnel to
monitor and protect our intellectual property. Litigation brought to protect and enforce our intellectual
property rights could be costly, time-consuming and distracting to management and could result in the
impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our
intellectual property rights may be met with defenses, counterclaims and countersuits attacking the
validity and enforceability of our intellectual property rights. Any failure to secure, protect and enforce
our intellectual property rights could seriously adversely affect our brand and adversely impact our
business.
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In addition, our success depends upon our ability to refrain from infringing upon the intellectual
property rights of others. Some companies, including some of our competitors, own large numbers of
patents, copyrights and trademarks, which they may use to assert claims against us. As we grow and enter
new markets, we will face a growing number of competitors. As the number of competitors in our
industry grows and the functionality of products in different industry segments overlaps, we expect that
software and other solutions in our industry may be subject to such claims by third parties. Third parties
may in the future assert claims of infringement, misappropriation or other violations of intellectual
property rights against us. We cannot assure you that infringement claims will not be asserted against us
in the future, or that, if asserted, any infringement claim will be successfully defended. A successful claim
against us could require that we pay substantial damages or ongoing royalty payments, prevent us from
offering our services, or require that we comply with other unfavorable terms. We may also be obligated
to indemnify our customers or business partners or pay substantial settlement costs, including royalty
payments, in connection with any such claim or litigation and to obtain licenses, modify applications or
refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding
our intellectual property could be costly and time-consuming and divert the attention of our management
and key personnel from our business operations.
Some of our solutions utilize open source software, and any failure to comply with the terms of one or
more of these open source licenses could negatively affect our business.
Some of our solutions include software covered by open source licenses, which may include, by
way of example, GNU General Public License and the Apache License. The terms of various open source
licenses have not been interpreted by United States courts, and there is a risk that such licenses could be
construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our
solutions. By the terms of certain open source licenses, we could be required to release the source code of
our proprietary software, and to make our proprietary software available under open source licenses, if we
combine our proprietary software with open source software in a certain manner. In the event that
portions of our proprietary software are determined to be subject to an open source license, we could be
required to publicly release the affected portions of our source code, re-engineer all or a portion of our
technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or
eliminate the value of our technologies and services. In addition to risks related to license requirements,
usage of open source software can lead to greater risks than use of third-party commercial software, as
open source licensors generally do not provide warranties, assurance of performance or title, or controls
on the origin of, or updates to, such software. Many of the risks associated with usage of open source
software cannot be eliminated and could negatively affect our business.
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Determining our income tax rate is complex and subject to uncertainty.
The computation of provision for income tax is complex, as it is based on the laws of numerous
taxing jurisdictions and requires significant judgment on the application of complicated rules governing
accounting for tax provisions under U.S. generally accepted accounting principles. In addition, the
application of federal, state, local and international tax laws to services provided electronically is
evolving, and new tax requirements could be applied solely or disproportionately to services provided
over the internet. Provision for income tax for interim quarters is based on a forecast of our U.S. and non-
U.S. effective tax rates for the year, which includes forward-looking financial projections, including the
expectations of profit and loss by jurisdiction, and contains numerous assumptions. Various items cannot
be accurately forecasted and future events may be treated as discrete to the period in which they occur.
Our provision for income tax can be materially impacted, for example, by the geographical mix of our
profits and losses, changes in our business, such as internal restructuring and acquisitions, changes in tax
laws and accounting guidance and other regulatory, legislative or judicial developments changes in tax
rates, tax audit determinations, changes in our uncertain tax positions, changes in our intent and capacity
to permanently reinvest foreign earnings, changes to our transfer pricing practices, tax deductions
attributed to equity compensation and changes in our need for a valuation allowance for deferred tax
assets. The authorities in these jurisdictions in which we operate or otherwise conduct business, including
state and local taxing authorities in the United States, could successfully assert that we are obligated to
pay additional taxes, interest and penalties. The authorities could also claim that various withholding
requirements apply to us or our subsidiaries or assert that benefits of tax treaties, tax holidays or
government grants that we intend to utilize are not available to us or our subsidiaries, any of which could
have a material impact on us and the results of our operations.
The tax authorities in the United States and other countries where we do business regularly
examine our income and other tax returns, and these examinations could result in the assessment of
material additional taxes. Our tax expense also may be impacted if our intercompany transactions, which
are required to be computed on an arm’s-length basis, are challenged and successfully disputed by the tax
authorities. For these reasons, our actual income taxes may be materially different from our provision for
income tax.
Our ability to use our net operating losses to offset future taxable income may be subject to certain
limitations.
In general, under Section 382 of the Internal Revenue Code, as amended (the “Code”), a
corporation that undergoes an ownership change within the meaning of Section 382 of the Code and the
underlying regulations is subject to limitations on its ability to utilize its pre-change net operating losses
(“NOLs”), to offset future taxable income. If our existing NOLs are subject to limitations arising from
previous ownership changes, our ability to utilize NOLs could be limited by Section 382 of the Code.
Future changes in our stock ownership, some of which are outside of our control, could result in an
ownership change under Section 382 of the Code. Furthermore, our ability to utilize the NOLs of
companies that we have acquired or may acquire in the future may be subject to limitations. There is also
a risk that under prior regulations or due to other unforeseen reasons, our prior year NOLs could expire or
otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to
realize a tax benefit from the use of our NOLs, whether or not we attain profitability.
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Risks Related to Ownership of Our Securities
Our stock price has been and will likely continue to be volatile or may decline regardless of our
operating performance.
The trading price for shares of our Class A common stock has been, and is likely to continue to
be, volatile for the foreseeable future. The market price of our Class A common stock may fluctuate in
response to many risk factors listed in this section, and others beyond our control.
Furthermore, the stock markets recently have experienced extreme price and volume fluctuations
that have affected and continue to affect the market prices of equity securities of many companies, and
technology companies in particular. These fluctuations often have been unrelated or disproportionate to
the operating performance of those companies. These broad market and industry fluctuations, as well as
general economic, political and market conditions such as recessions, interest rate changes or
international currency fluctuations, may negatively impact the market price of our Class A common stock.
In the past, companies that have experienced volatility in the market price of their stock have been subject
to securities class action litigation. We may be the target of this type of litigation in the future. Securities
litigation against us could result in substantial costs and divert our management’s attention from other
business concerns, which could harm our business.
If there are substantial sales of shares of our Class A common stock or some or all of our convertible
senior notes are converted and sold, the price of our Class A common stock could decline.
The price of our Class A common stock could decline if our convertible senior notes are
converted. In addition, upon conversion of the convertible senior notes, we have the option to 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, and anticipated conversion of the convertible senior notes into
shares of our Class A common stock could depress the price of our Class A common stock. Further, the
existence of the convertible senior notes may encourage short selling by market participants that engage
in hedging or arbitrage activity.
The market price of the shares of our Class A common stock could decline as a result of the sale
of a substantial number of our shares of common stock in the public market, including by us, our
directors, executive officers and significant shareholders, or by the conversion of our convertible senior
notes into shares of our Class A common stock and the subsequent sale of such shares in the public
market. New investors in subsequent transactions could gain rights, preferences and privileges senior to
those of holders of our Class A common stock.
The dual class structure of our common stock concentrates voting control with certain of our
executives.
Our Class B common stock has ten votes per share, and our Class A common stock has one vote
per share. As of December 31, 2022, the Class B common stock beneficially owned by certain of our
current and former executive officers collectively represented approximately 44% of the voting power of
our outstanding capital stock. This significant concentration of voting power may limit the ability of Class
A common stockholders to influence corporate matters for the foreseeable future and may have the effect
of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or
other business combination involving us, or discouraging a potential acquirer from making a tender offer
or otherwise attempting to obtain control of our business, even if such a transaction would benefit other
stockholders. The holders of Class B common stock may also have interests that differ from those of
Class A common stock holders and may vote in a way that may be adverse to the interests of holders of
Class A common stock.
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Anti-takeover provisions in our charter documents, our convertible senior notes and Delaware law
could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove
our current management and may negatively affect the market price of our Class A common stock.
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or
preventing a change of control or changes in our management. Our certificate of incorporation and bylaws
include provisions that:
• establish that our board of directors is divided into three classes, with each class serving
three-year staggered terms;
• provide that our directors may be removed only for cause;
• provide that vacancies on our board of directors may be filled only by a majority of directors
then in office, even though less than a quorum;
• require that any action to be taken by our stockholders be effected at a duly called annual or
special meeting and not by written consent;
• specify that special meetings of our stockholders can be called only by our board of directors,
the chairman of our board of directors or our chief executive officer or president (in the
absence of a chief executive officer);
• establish an advance notice procedure for stockholder proposals to be brought before an
annual meeting, including proposed nominations of persons for election to our board of
directors;
• authorize our board of directors to issue, without further action by the stockholders, up to
100,000,000 shares of undesignated preferred stock;
• require the approval of our board of directors or the holders of a supermajority of our
outstanding shares of capital stock to amend our bylaws and certain provisions of our
certificate of incorporation; and
• reflect two classes of common stock, as discussed above.
In addition, certain provisions in the indenture governing our convertible senior notes may make
it more difficult or expensive for a third party to acquire us. In addition, we are a Delaware corporation
and governed by the provisions of Section 203 of the Delaware General Corporation Law, which
generally prohibits a Delaware corporation from engaging in any of a broad range of business
combinations with any “interested” stockholder, in particular those owning 15% or more of our
outstanding voting stock, for a period of three years following the date on which the stockholder became
an “interested” stockholder.
37
Risks Related to Our Indebtedness
The conditional conversion feature of our convertible senior notes may adversely affect our financial
condition and operating results.
We completed an offering of convertible senior notes in August 2019. In the event the conditional
conversion feature of our convertible senior notes is triggered, holders of such notes will be entitled to
convert the convertible senior notes at any time during specified periods at their option. If one or more
holders elect to convert their convertible senior notes, unless we elect to satisfy our conversion obligation
by delivering solely shares of our Class A common stock (other than paying cash in lieu of delivering
any fractional share), we would be required to settle a portion or all of our conversion obligation through
the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to
convert their convertible senior notes, we would be required under applicable accounting rules to
reclassify all or a portion of the outstanding principal of the convertible senior notes as a current rather
than long-term liability, which would result in a material reduction of our net working capital.
38
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our corporate headquarters is located in Ames, Iowa, where we lease approximately 120,000
square feet of office space. We also lease office facilities in seven U.S. cities located in Arizona,
Colorado, Illinois, Montana, New York, and South Carolina. Internationally, we lease offices in Canada,
the Netherlands, the United Kingdom, Germany, France, Denmark, Hong Kong, Australia, Japan, and
Singapore. We believe that our properties are generally suitable to meet our needs for the foreseeable
future. In addition, to the extent we require additional space in the future, we believe that it would be
readily available on commercially reasonable terms.
39
Part II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
Our Class A common stock is listed on the NYSE under the symbol “WK”. Our Class B common
stock is not listed or traded on any stock exchange.
Stockholders
As of December 31, 2022, there were approximately 68 stockholders of record of our Class A
common stock, as well as 10 stockholders of record of our Class B common stock.
Dividends
We have never declared or paid cash dividends on our capital stock. We currently intend to retain
any future earnings and do not expect to pay any dividends on our capital stock. Any future determination
to pay dividends on our capital stock will be at the discretion of our board of directors and will depend on
our financial condition, results of operations, capital requirements and other factors that our board of
directors considers relevant.
40
The comparisons in the graph below are based upon historical data and are not indicative of, nor
intended to forecast, future performance of our Class A common stock.
600
400
200
0
12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22
41
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 December 31, 2022 related to shares withheld upon vesting of
restricted stock units for tax withholding obligations:
Maximum
Number (or
Total Number of Approximate
Shares Dollar Value) of
Purchased as Shares that May
Total Number of Part of Publicly Yet Be
Shares Average Price Announced Purchased
Date Purchased (1) Paid Per Share Program Under Program
October 2022 .................................. 24,285 $ 77.80 — —
November 2022 .............................. — — — —
December 2022 ............................... — — — —
Total ................................................ 24,285 $ 77.80 — —
(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 6. [Reserved]
42
Item 7. 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 consolidated financial statements and related notes included elsewhere in this Annual
Report. 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 “Section 1A. Risk Factors” included elsewhere in this Annual Report.
Overview
Workiva simplifies complex work for thousands of organizations worldwide. We are a leading
provider of cloud-based compliance and regulatory reporting solutions that are designed to solve business
challenges at the intersection of data, process and people.
Workiva changes the way enterprises manage and report business data. Our open, intelligent and
intuitive platform is based on single instance, multi-tenant software applications deployed in the cloud.
Our platform connects data, documents and teams, which results in improved efficiency, greater
transparency and reduced risk of errors. We offer customers controlled collaboration, data linking, data
integrations, granular permissions, process management and a full audit trail on our proprietary platform.
Customers use our platform to create, review and publish data-linked documents and reports with
greater control, consistency, accuracy and productivity. Customers collaborate in the same document
simultaneously, which improves efficiency and version control. Our platform is flexible and scalable, so
customers can easily adapt it to define, automate and change their business processes in real time.
Our platform lets our customers connect data from Enterprise Resource Planning (“ERP”),
Governance, Risk and Compliance (“GRC”), Human Capital Management (“HCM”) and Customer
Relationship Management (“CRM”) systems, as well as other third-party cloud and on-premise
applications.
While our customers use our platform for dozens of different use cases, our sales and marketing
resources are organized into four solution groups: Financial Reporting, ESG, GRC and Industry Verticals.
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.
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 2,447 at December 31, 2022
from 2,106 at December 31, 2021, an increase of 16.2%.
We have achieved significant revenue growth in recent periods. Our revenue grew to $537.9
million in 2022 from $443.3 million in 2021, an increase of 21.3%. We incurred net losses of $90.9
million and $37.7 million in 2022 and 2021, respectively.
43
While we continue to see growth in our total revenues, macroeconomic factors have impacted our
business and our customers’ businesses in ways that are difficult to isolate and quantify. During the
course of 2022, we have seen more measured buying behavior from our customers resulting in elongated
sales cycles. Slower growth in new business in any given period could negatively affect our revenues or
operating margins in future periods, particularly if experienced on a sustained basis.
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 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
Although the COVD-19 pandemic persists, we do not believe that it 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”).
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COVID-19 variants continue to develop and spread, and there is therefore the possibility of future
disruption to Workiva’s operations. The impact of any disruption is dependent upon a number of factors
including the duration and severity of any COVID-19 resurgence, its impact on the overall economy and
specific industry sectors, vaccination rates and the longer-term efficacy of vaccinations. We will continue
to evaluate the nature and extent of the impact of the COVID-19 pandemic on our business.
45
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 EMEA and APAC.
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. As of December 31, 2022, the majority of our SEC customers reported their financials
on a calendar-year basis. 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, which was held as a hybrid in-person/virtual event in 2022. 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.
46
Key Performance Indicators
Subscription and support as a percent of total revenue ................ 86.4% 85.6% 84.2%
As of December 31,
2022 2021 2020
Operating metrics
Number of customers ...................................................................... 5,664 4,315 3,723
Subscription and support revenue retention rate ............................. 97.8% 97.0% 95.0%
Subscription and support revenue retention rate including add- 108.5% 110.0% 109.5%
ons ...................................................................................................
Number of customers with annual contract value $100k+ ............. 1,345 1,121 847
Number of customers with annual contract value $150k+ ............. 718 578 419
Number of customers with annual contract value $300k+ ............. 236 183 119
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 December 31, 2022, our total customer count includes 922 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 97.8% as of December 31, 2022, up from
97.0% as of December 31, 2021. 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
for just over half of our revenue attrition in the latest quarter. Our subscription and support revenue
retention rate as of December 31, 2022 does not include ParsePort due to lack of comparable data in the
prior year.
47
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 108.5% as of the year
ended December 31, 2022, down from 110.0% as of December 31, 2021. There has been downward
pressure on this key performance indicator as the IPO/SPAC market slowed in 2022 and customers that
purchased higher priced capital markets solutions throughout 2021 transitioned to more moderately priced
ongoing solutions in 2022. Our subscription and support revenue retention rate including add-ons as of
December 31, 2022 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 December 31, 2022 include information related to ParsePort.
Year ended December 31,
2022 2021 2020
Subscription and support revenue from customers with annual
contract value of $100k+ as a percent of total subscription and
support revenue ............................................................................... 62.1% 60.5% 53.3%
Subscription and support revenue from customers with annual
contract value of $150k+ as a percent of total subscription and
support revenue ............................................................................... 47.4% 45.2% 37.3%
Subscription and support revenue from customers with annual
contract value of $300k+ as a percent of total subscription and
support revenue ............................................................................... 27.6% 26.1% 19.3%
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 each of the years ended
December 31, 2022, 2021 and 2020, 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.
48
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.
49
Results of Operations
The following table sets forth selected consolidated statement of operations data for each of the
periods indicated:
Year ended December 31,
2022 2021 2020
(in thousands)
Revenue
Subscription and support .............................................................. $ 464,935 $ 379,340 $ 295,877
Professional services .................................................................... 72,940 63,945 55,717
Total revenue ....................................................................................... 537,875 443,285 351,594
Cost of revenue
Subscription and support(1) ........................................................... 77,711 60,551 49,503
Professional services(1) ................................................................. 52,174 43,282 40,674
Total cost of revenue ........................................................................... 129,885 103,833 90,177
Gross profit .......................................................................................... 407,990 339,452 261,417
Operating expenses
Research and development(1) ........................................................ 151,716 115,735 94,844
Sales and marketing(1) ................................................................... 245,260 178,785 144,687
General and administrative(1) ........................................................ 99,778 74,287 59,688
Total operating expenses ..................................................................... 496,754 368,807 299,219
Loss from operations ........................................................................... (88,764) (29,355) (37,802)
Interest income ............................................................................. 4,880 1,041 3,282
Interest expense ............................................................................ (6,042) (14,015) (13,964)
Other income and (expense), net ................................................... 926 3,229 (205)
Loss before provision for income taxes ............................................... (89,000) (39,100) (48,689)
Provision (benefit) for income taxes ............................................. 1,947 (1,370) (291)
Net loss ................................................................................................ $ (90,947) $ (37,730) $ (48,398)
(1) Stock-based compensation expense included in these line items was as follows:
Year ended December 31,
2022 2021 2020
(in thousands)
Cost of revenue
Subscription and support ................................................................. $ 3,437 $ 2,868 $ 1,709
Professional services ....................................................................... 2,128 1,729 1,434
Operating expenses
Research and development .............................................................. 12,554 9,590 8,100
Sales and marketing ........................................................................ 19,323 13,901 11,062
General and administrative.............................................................. 33,218 20,545 23,466
Total stock-based compensation expense ............................................ $ 70,660 $ 48,633 $ 45,771
The following table sets forth our consolidated statement of operations data as a percentage of
revenue for each of the periods indicated:
50
Year ended December 31,
2022 2021 2020
Revenue
Subscription and support................................................................. 86.4% 85.6% 84.2%
Professional services ....................................................................... 13.6 14.4 15.8
Total revenue ....................................................................................... 100.0 100.0 100.0
Cost of revenue
Subscription and support................................................................. 14.4 13.7 14.1
Professional services ....................................................................... 9.7 9.8 11.6
Total cost of revenue ........................................................................... 24.1 23.5 25.7
Gross profit .......................................................................................... 75.9 76.5 74.3
Operating expenses
Research and development ............................................................. 28.2 26.1 27.0
Sales and marketing ........................................................................ 45.6 40.3 41.2
General and administrative ............................................................. 18.6 16.8 17.0
Total operating expenses ..................................................................... 92.4 83.2 85.2
Loss from operations ........................................................................... (16.5) (6.7) (10.9)
Interest income ................................................................................ 0.9 0.2 0.9
Interest expense ............................................................................... (1.1) (3.2) (4.0)
Other income and (expense), net .................................................... 0.2 0.7 (0.1)
Loss before provision for income taxes ............................................... (16.5) (9.0) (14.1)
Provision (benefit) for income taxes.................................................... 0.4 (0.3) (0.1)
Net loss ................................................................................................ (16.9)% (8.7)% (14.0)%
Revenue
Total revenue increased $94.6 million in 2022 compared to 2021 due primarily to the increase in
subscription and support revenue of $85.6 million. Growth in subscription and support revenue in 2022
was attributable mainly to strong demand and continued solution expansion across our customer base.
The total number of our customers increased 31.3% from December 31, 2021 to December 31, 2022.
Professional services revenue increased $9.0 million due primarily to growth in revenue from XBRL
professional services.
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Cost of Revenue
Cost of revenue increased $26.1 million in 2022 compared to 2021 due primarily to $18.0 million
in higher cash-based compensation and benefits due in part to increased headcount, $1.0 million of
additional stock-based compensation, a $3.4 million increase in the cost of cloud infrastructure services, a
$1.4 million increase in travel expense, $0.8 million increase in outsourced service fees, and a $1.4
million increase in information technology and facility costs in support of our employees. The increases
in headcount, cloud infrastructure services, and outsourced service fees resulted primarily from our
continued investment in and support of our platform and solutions. The increase in travel expense was
due to a return to travel as travel restrictions and company policies originally implemented in response to
the COVID-19 pandemic ease.
Operating Expenses
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Sales and Marketing
Sales and marketing expenses increased $66.5 million in 2022 compared to 2021 due primarily to
$42.7 million in higher cash-based compensation and benefits, $5.4 million of additional stock-based
compensation, a $5.5 million increase in the cost of marketing programs, a $5.7 million increase in travel
expense, a $1.9 million increase related to the amortization of acquisition-related intangible assets, and a
$3.8 million increase in information technology and facility costs in support of sales and marketing. The
increase in cash-based compensation was due primarily to an increase in employee headcount. During
2022, we recognized an additional $1.4 million in stock-based compensation pursuant to certain
severance obligations. The increase in the cost of marketing programs was due to an increase in-person
events as well as costs related to our annual user conference. The increase in travel expense was due to a
return to travel as travel restrictions and company policies originally implemented in response to the
COVID-19 pandemic ease.
General and Administrative
General and administrative expenses increased $25.5 million in 2022 compared to 2021, due
primarily to $3.4 million in higher cash-based compensation and benefits, $12.5 million of additional
stock-based compensation, a $1.8 million increase in travel expense, a $0.9 million increase in software
expense, and a $4.9 million increase related to consulting, recruiting, and professional services fees. The
increase in cash-based compensation was due to an increase in employee headcount. During 2022 we
recognized an additional $3.8 million in stock-based compensation pursuant to certain severance
agreements. The remaining increase in stock-based compensation was due primarily to increased
employee headcount in addition to the issuance of performance-based stock units to our executives. The
increases in software, consulting, recruiting and professional service fees were the result of our continued
investment in and support of our platform and solutions. The increase in travel expense was due to a
return to travel as travel restrictions and company policies originally implemented in response to the
COVID-19 pandemic ease.
Period-to-
period
Year ended December 31, change
2022 2021 Amount
(dollars in thousands)
Interest income..................................................................................... $ 4,880 $ 1,041 $ 3,839
Interest expense ................................................................................... (6,042) (14,015) 7,973
Other income and (expense), net ......................................................... 926 3,229 (2,303)
Interest income increased $3.8 million in 2022 compared to 2021 due primarily to higher interest
rates on investments. Interest expense decreased $8.0 million in 2022 compared to 2021 due primarily to
our adoption of ASU 2020-06 in 2022 which resulted in the reduction of non-cash interest expense. Other
income, net decreased $2.3 million in 2022 compared to 2021 due primarily to a $3.7 million gain
recognized upon the settlement of our equity interest in OneCloud in 2021 which did not recur in 2022.
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Results of Operations for Fiscal 2021 Compared to 2020
For a comparison of our results of operations for the fiscal years ended December 31, 2021 and
2020, 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, 2021, filed with
the SEC on February 22, 2022.
Convertible Debt
In August 2019, we issued $345.0 million aggregate principal amount of 1.125% convertible
senior notes due 2026, including the exercise in full by the initial purchasers of their option to purchase an
additional $45.0 million principal amount. 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.
Cash Flows
The following table summarizes cash flow activity during the years ended December 31, 2022,
2021 and 2020 (in thousands):
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Operating Activities
For the year ended December 31, 2022, cash provided by operating activities was $11.3 million.
The primary factors affecting our operating cash flows during the period were our net loss of
$90.9 million, adjusted for non-cash charges of $10.2 million for depreciation and amortization of our
property and equipment and intangible assets, $70.7 million of stock-based compensation expense,
$1.3 million for the amortization of our debt issuance costs, $1.1 million for the amortization of premiums
and discounts on marketable securities, and an $18.3 million net change in operating assets and liabilities.
The primary drivers of the changes in operating assets and liabilities were a $28.9 million increase in
accounts receivable, an $8.5 million increase in deferred costs, a $1.7 million increase in other
receivables, a $2.9 million increase in prepaid expenses, a $2.4 million increase in other assets, and a
$1.5 million decrease in accrued expenses and other liabilities offset by a $2.4 million increase in
accounts payable and a $61.7 million increase in deferred revenue. Customer growth accounted for most
of the increase in deferred revenue. The increases in accounts receivable, prepaid expenses, other assets
and account payable as well as the decrease in accrued expenses and other liabilities were attributable
primarily to the timing of our billings, cash collections, and cash payments. The increase in other
receivables was attributable primarily to an increase in our refundable research and development tax
credit. The increase in deferred costs was primarily due to additional payments made to our sales force
related to the direct and incremental costs of obtaining a customer contract.
For the year ended December 31, 2021, cash provided by operating activities was $49.8 million.
The primary factors affecting our operating cash flows during the period were our net loss
of $37.7 million, adjusted for non-cash charges of $5.2 million for depreciation and amortization of our
property and equipment and intangible assets, $48.6 million of stock-based compensation, $9.2 million
for the amortization of our debt discount and issuance costs, $3.0 million for the amortization of
premiums and discounts on marketable securities, and a $27.3 million net change in operating assets and
liabilities partially offset by a gain on the settlement of equity securities of $3.7 million and deferred
income tax of $2.0 million. The primary drivers of the changes in operating assets and liabilities were a
$19.2 million increase in deferred costs, a $7.7 million increase in accounts receivable, and a $6.5 million
increase in prepaid expenses and other, offset by a $47.4 million increase in deferred revenue and a
$14.7 million increase in accrued expenses and other liabilities. Customer growth as well as the prior year
impact of the COVID-19 pandemic 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. The increases in
accounts receivable and accrued expenses and other liabilities were attributable primarily to the timing of
our billings, cash collections, and cash payments. The increase in prepaid expenses was attributable
primarily to the timing of annual contracts. The increase in deferred contract costs was primarily due to
additional payments made to our sales force related to the direct and incremental costs of obtaining a
customer contract.
Investing Activities
Cash used in investing activities of $68.0 million for the year ended December 31, 2022 was due
primarily to $130.8 million in purchases of marketable securities, $99.2 million for the acquisition of
ParsePort, and $3.5 million in purchases of fixed assets partially offset by $150.6 million from the
maturities of marketable securities as well as $15.0 million from the sale of marketable securities. Our
capital expenditures were associated primarily with computer equipment in support of expanding our
infrastructure and work force.
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Cash used in investing activities of $68.6 million for the year ended December 31, 2021 was due
primarily to $170.1 million for the purchase of marketable securities, $37.5 million for acquisitions, net of
cash acquired, and $3.5 million of capital expenditures, partially offset by $143.2 million from the
maturities of marketable securities. 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 $1.6 million for the year ended December 31, 2022 was due
primarily to $12.5 million in taxes paid related to net share settlements of stock-based compensation
awards and $1.6 million in principal payments on finance lease obligations partially offset by $9.3 million
in proceeds from shares issued in connection with our employee stock purchase plan and $3.3 million in
proceeds from option exercises.
Cash used in financing activities of $3.4 million for the year ended December 31, 2021 was due
primarily to $16.6 million in proceeds from option exercises and $8.9 million in proceeds from shares
issued in connection with our employee stock purchase plan, offset by $27.1 million in taxes withheld
related to net share settlement of our stock-based compensation awards and an aggregate $1.7 million in
payments on finance lease obligations.
Total future payments related to our Convertible Senior Notes due 2026 shown in the table above
includes $345.0 million principal amount and future interest payments of $15.5 million. For more
information on our convertible senior notes, refer to Note 8 of our accompanying Notes to the
Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
56
We lease certain office space, residential space, buildings and land with various lease terms
which are primarily accounted for as operating leases. We have entered into a lease agreement for land
and an office building in Ames, Iowa, which was constructed in two phases, and is accounted for as a
finance lease. The lease term includes an initial 15-year term and three five-year extensions at our option
because renewal was determined to be reasonably assured at the inception of the lease. The lease contains
purchase options to acquire the landlord’s interest in the land lease and building at any time beginning
three years from June 2014 (the commencement date of the second phase of the lease). In addition, the
lease requires us to purchase the building from the landlord upon certain events, such as a change in
control.
We enter into certain non-cancelable agreements with third-party providers in the ordinary course
of business. Our total commitments under these agreements are $40.0 million and are primarily for cloud
infrastructure and cloud services. These amounts are included in the table above under “other contractual
commitments”.
57
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these consolidated financial statements
requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenue, costs and expenses, provision for 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.
We believe that of our significant accounting policies, which are described in Note 1 to our
consolidated financial statements, the following accounting policies involve a greater degree of judgment
and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully
understanding and evaluating our consolidated financial condition and results of our operations.
Revenue Recognition
We generate revenue through the sale of our cloud-based software and the delivery of
professional services. Revenues are recognized when control of these services is transferred to our
customers in an amount that reflects the consideration we expect to be entitled to in exchange for those
services.
We determine revenue recognition through the following steps:
• Identification of the contract, or contracts, with a customer
• Identification of the performance obligations in the contract
• Determination of the transaction price
• Allocation of the transaction price to the performance obligations in the contract
• Recognition of revenue when, or as, we satisfy a performance obligation
58
Revenue is recognized 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.
Our professional services revenue is higher in the first calendar quarter because many of our
customers employ our professional services just before they file their Form 10-K.
Acquisitions
We account for acquisitions under Accounting Standards Codification 805, Business
Combinations. In general, the acquisition method of accounting requires companies to record assets
acquired and liabilities assumed at their respective fair market values at the date of acquisition.
Determining the fair value of assets acquired and liabilities assumed requires significant judgment and
estimates, including the selection of valuation methodologies, estimates of future revenue, earnings before
interest, tax, depreciation and amortization margins, and discount rates. We engage the assistance of third-
party valuation specialists in concluding on fair value measurements in connection with determining fair
values of assets acquired and liabilities assumed in a business combination. Any amount of the purchase
price paid that is in excess of the estimated fair values of net assets acquired is recorded as goodwill in
our consolidated balance sheets. Transaction costs, as well as costs to reorganize acquired companies, are
expensed as incurred in our consolidated statement of operations. Although we believe that the judgments
and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to an
impairment charge if we are unable to recover the value of the recorded net assets.
59
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse
changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations
in foreign currency rates, although we also have some exposure due to potential changes in inflation or
interest rates. We do not hold financial instruments for trading purposes.
Inflation Risk
Inflationary factors, such as increases in our operating expenses, may adversely affect our results
of operations, as our customers typically purchase services from us on a subscription basis over a period
of time. Although we do not believe that inflation has had a material impact on our financial position or
results of operations to date, an increase in the rate of inflation in the future may have an adverse effect on
our levels of operating expenses as a percentage of revenue if we are unable to increase the prices for our
subscription-based solutions to keep pace with these increased expenses.
60
An immediate increase of 100-basis points in interest rates would have resulted in an $1.3 million
market value reduction in our investment portfolio as of December 31, 2022. This estimate is based on a
sensitivity model that measures market value changes when changes in interest rates occur. Fluctuations
in the value of our investment securities caused by a change in interest rates (gains or losses on the
carrying value) are recorded in other comprehensive income, and are realized only if we sell the
underlying securities.
In August 2019, we issued $345.0 million aggregate principal amount of 1.125% convertible
senior notes due 2026. As these Notes have a fixed annual interest rate, we have no financial or economic
interest exposure associated with changes in interest rates. However, the fair value of fixed rate debt
instruments fluctuates when interest rates change. Additionally, the fair value can be affected when the
market price of our common stock fluctuates. We carry the Notes at face value less unamortized discount
on our balance sheet, and we present the fair value for required disclosure purposes only.
61
Item 8. Consolidated Financial Statements and Supplementary Data
62
Report of Independent Registered Public Accounting Firm
Revenue Recognition
Description of the As described in Note 1 to the consolidated financial statements, the Company
Matter recognizes revenue upon transfer of control of cloud-based software and
professional services in an amount that reflects the consideration the Company
expects to be entitled to in exchange for those services.
63
The Company assessed the terms and conditions associated with customer
contracts to identify whether the services constitute an agreement that creates
enforceable rights and obligations or an option to purchase. In addition, the
Company identified the performance obligations and whether they were distinct.
The transaction price was allocated to the separate performance obligations on a
relative standalone selling price basis. The assessment of terms and conditions
for the identification of performance obligations may involve judgment.
Auditing the Company’s accounting for revenue recognition was challenging
given the significant audit effort to evaluate the terms and conditions in the
customer contracts and the identification and determination of distinct
performance obligations in customer contracts.
How We Addressed We obtained an understanding, evaluated the design and tested the operating
the Matter in Our effectiveness of the controls over the Company’s revenue recognition process,
Audit including management’s review of terms and conditions and the identification of
distinct performance obligations in customer contracts.
To test the Company’s accounting for revenue recognition, we performed audit
procedures that included, among others, reperforming management’s assessment
of the distinct performance obligations within the arrangement based on its terms
and conditions for a sample of customer contracts. We tested the application of
the revenue recognition accounting requirements for each of the significant
service offerings to determine whether the performance obligations identified by
the Company were distinct. We also assessed the appropriateness of the related
disclosures in the consolidated financial statements.
64
How We Addressed We obtained an understanding, evaluated the design and tested the operating
the Matter in Our effectiveness of the Company's controls over accounting for the acquisition of
Audit ParsePort ApS, including controls over the recognition and measurement of the
consideration transferred and customer-related and technology intangible assets,
including the underlying assumptions used in the valuation models.
To test the estimated fair value of the customer-related and technology intangible
assets, we performed audit procedures that included, among others, evaluating
the Company's selection of the valuation methodology, evaluating the methods
and significant assumptions used by the Company's valuation specialist, and
evaluating the completeness and accuracy of the underlying data supporting the
significant assumptions and estimates. For example, we compared the significant
assumptions of revenue growth rates and earnings before interest, taxes,
depreciation and amortization margin, to current industry, market and economic
trends, to historical results and to guidelines of companies within the similar
industry. We involved our specialist to assist with our evaluation of the
methodologies used by the Company and significant assumptions included in the
fair value estimates. We performed sensitivity analyses to evaluate the changes
in the fair value of the customer-related and technology intangible assets that
would result from changes in the significant assumptions. We also assessed the
appropriateness of the related disclosures in the consolidated financial
statements.
Chicago, Illinois
February 21, 2023
65
Report of Independent Registered Public Accounting Firm
66
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
67
WORKIVA INC.
Current assets
Cash and cash equivalents ............................................................................ $ 240,197 $ 300,386
Marketable securities .................................................................................... 190,595 230,060
Accounts receivable, net of allowance for doubtful accounts of $744 and
$591 at December 31, 2022 and 2021, respectively..................................... 106,316 76,848
Deferred costs ............................................................................................... 38,350 31,152
Other receivables .......................................................................................... 6,674 3,538
Prepaid expenses and other .......................................................................... 17,957 15,108
Total current assets ............................................................................................ 600,089 657,092
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WORKIVA INC.
Current liabilities
Accounts payable ......................................................................................... $ 6,174 $ 4,114
Accrued expenses and other current liabilities ............................................. 83,999 84,126
Deferred revenue .......................................................................................... 316,263 258,023
Convertible senior notes, current.................................................................. — 298,661
Finance lease obligations.............................................................................. 504 1,575
Total current liabilities ...................................................................................... 406,940 646,499
Stockholders’ equity
Class A common stock, $0.001 par value per share, 1,000,000,000 shares
authorized, 48,761,804 and 47,293,775 shares issued and outstanding at
December 31, 2022 and 2021, respectively .................................................... 49 47
Class B common stock, $0.001 par value per share, 500,000,000 shares
authorized, 3,890,583 and 4,150,583 shares issued and outstanding at
December 31, 2022 and 2021, 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 ............................................................................... 537,732 525,646
Accumulated deficit ......................................................................................... (525,116) (452,430)
Accumulated other comprehensive loss .......................................................... (6,686) (288)
Total stockholders’ equity.................................................................................. 5,983 72,979
Total liabilities and stockholders’ equity ........................................................... $ 819,620 $ 786,759
69
WORKIVA INC.
70
WORKIVA INC.
71
WORKIVA INC.
Accumulated
Common Stock (Class A and Other
B) Additional Comprehensi Total
Paid-in- ve Income Accumulated Stockholders'
Shares Amount Capital (Loss) Deficit Equity
Balances at December 31, 2019....... 46,639 $ 47 $ 420,170 $ 287 $ (366,302) $ 54,202
Stock-based compensation
expense ......................................... — — 45,771 — — 45,771
Issuance of common stock upon
exercise of stock options............... 1,398 2 19,187 — — 19,189
Issuance of common stock under
employee stock purchase plan ...... 187 — 7,227 — — 7,227
Issuance of restricted stock units .. 796 — — — — —
Tax withholdings related to net
share settlements of stock-based
compensation awards .................... (231) — (13,657) — — (13,657)
Net loss ......................................... — — — — (48,398) (48,398)
Other comprehensive loss ............. — — — (57) — (57)
Balances at December 31, 2020....... 48,789 $ 49 $ 478,698 $ 230 $ (414,700) $ 64,277
Stock-based compensation
expense ......................................... — — 48,633 — — 48,633
Issuance of common stock upon
exercise of stock options............... 1,141 2 16,598 — — 16,600
Issuance of common stock under
employee stock purchase plan ...... 149 — 8,861 — — 8,861
Issuance of restricted stock units .. 1,578 — — — — —
Tax withholdings related to net
share settlements of stock-based
compensation awards .................... (213) — (27,144) — — (27,144)
Net loss ......................................... — — — — (37,730) (37,730)
Other comprehensive loss ............. — — — (518) — (518)
Balances at December 31, 2021....... 51,444 $ 51 $ 525,646 $ (288) $ (452,430) $ 72,979
Adoption of ASU 2020-06 ........... — — (58,560) — 18,261 (40,299)
Stock-based compensation
expense ......................................... — — 70,660 — — 70,660
Issuance of common stock upon
exercise of stock options............... 239 1 3,272 — — 3,273
Issuance of common stock under
employee stock purchase plan ...... 131 1 9,255 — — 9,256
Issuance of restricted stock units .. 958 — — — — —
Tax withholdings related to net
share settlements of stock-based
compensation awards .................... (120) — (12,541) — — (12,541)
Net loss ......................................... — — — — (90,947) (90,947)
Other comprehensive loss ............. — — — (6,398) — (6,398)
Balances at December 31, 2022....... 52,652 $ 53 $ 537,732 $ (6,686) $ (525,116) $ 5,983
72
WORKIVA INC.
73
WORKIVA INC.
Net decrease in cash and cash equivalents ..................................... (60,189) (22,445) (58,911)
Cash and cash equivalents at beginning of year ............................ 300,386 322,831 381,742
Cash and cash equivalents at end of year ...................................... $ 240,197 $ 300,386 $ 322,831
74
WORKIVA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
75
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.
Cash and Cash Equivalents
Cash consists of cash on deposit with banks that is stated at cost, which approximates fair value.
We invest our excess cash primarily in highly liquid money market funds and marketable securities. We
classify all highly liquid investments with stated maturities of three months or less from date of purchase
as cash equivalents and all highly liquid investments with stated maturities of greater than three months as
marketable securities.
Marketable Securities
Our marketable securities consist of corporate debt securities, U.S. treasury debt securities and
foreign government debt securities. We classify our marketable securities as available-for-sale at the time
of purchase and reevaluate such classification as of each balance sheet date. We may sell these securities
at any time for use in current operations even if they have not yet reached maturity. As a result, we
classify our investments, including securities with maturities beyond twelve months as current assets in
the accompanying consolidated balance sheets. Available-for-sale securities are recorded at fair value
each reporting period. Unrealized gains and losses are excluded from earnings and recorded as a separate
component within accumulated other comprehensive income on the consolidated balance sheets until
realized. Dividend income is reported within other income and (expense), net on the consolidated
statements of operations. We evaluate our investments to assess whether the amortized cost basis is in
excess of estimated fair value and determine what amount of that difference, if any, is caused by expected
credit losses. Allowance for credit losses are recognized as a charge in other income and (expense), net on
the consolidated statements of operations, and any remaining unrealized losses are included in
accumulated other comprehensive loss on the consolidated balance sheets. There were no credit losses
recorded for the years ended December 31, 2022, 2021 and 2020. We determine realized gains and losses
on the sale of marketable securities on the specific identification method and record such gains and losses
in other income and (expense), net on the consolidated statements of operations.
Fair Value of Financial Instruments
Our financial assets, which include cash equivalents and marketable securities, are measured and
recorded at fair value on a recurring basis. Our other current financial assets and our other current
financial liabilities have fair values that approximate their carrying value due to their short-term
maturities.
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Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist principally
of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high
credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date,
we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of
the relative credit standing of the financial institutions.
We perform ongoing credit evaluations of our customers’ financial condition and require no
collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the
expected collectability of accounts receivable balances. We did not have a significant concentration of
accounts receivable from any single customer or from customers in any single country outside of the
United States at December 31, 2022 or 2021.
Deferred Costs
We pay sales commissions for initial contracts and expansions of existing contracts with
customers. These commissions earned by our sales force are considered incremental and recoverable costs
of obtaining a contract with a customer. Sales commissions paid where the amortization period is one
year or less are expensed as incurred. All other sales commissions are deferred and then amortized on a
straight-line basis over a period of benefit that we have determined to be three years. We determined the
period of benefit by taking into consideration our standard contract terms and conditions, rate of
technological change and other factors. Amortization expense is included in sales and marketing expense
in the accompanying consolidated statements of operations.
Property and Equipment, net
Property and equipment is stated at cost, net of accumulated depreciation and amortization.
Depreciation is computed using the straight-line method over the estimated useful lives of the respective
assets, generally three to ten years. We amortize leasehold improvements and assets under finance leases
over the lesser of the term of the lease including renewal options that are reasonably assured or the
estimated useful life of the assets. Depreciation and amortization expense related to property and
equipment totaled $4.8 million, $4.1 million and $3.8 million for the years ended December 31, 2022,
2021 and 2020, respectively.
Revenue Recognition
We generate revenue through the sale of subscriptions to our cloud-based software and the
delivery of professional services. We recognize revenue when control of these services is transferred to
our customers in an amount that reflects the consideration we expect to be entitled to in exchange for
those services.
We determine revenue recognition through the following steps:
• Identification of the contract, or contracts, with a customer
• Identification of the performance obligations in the contract
• Determination of the transaction price
• Allocation of the transaction price to the performance obligations in the contract
• Recognition of revenue when, or as, we satisfy a performance obligation
We report revenue net of sales and other taxes collected from customers to be remitted to
government authorities.
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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. Our subscription contracts are
generally twelve to 36 months in duration, are billed either annually or in advance and are non-cancelable.
We consider the access to our platform and related support services in a customer contract to be a series
of distinct services which comprise a single performance obligation because they are substantially the
same and have the same pattern of transfer.
Professional Services Revenue and Customer Options
Professional services revenues primarily consist of fees for document set up, XBRL tagging, and
consulting with our customers on business processes and best practices. We have determined that an
agreement to purchase these professional services constitutes an option to purchase services in accordance
with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No. 606,
Revenue from Contracts with Customers, (ASC 606) rather than an agreement that creates enforceable
rights and obligations because of the customer's contractual right to cancel services that have not yet been
used. In the limited case of agreements where we determined that the option provides the customer with a
material right, we allocate a portion of the transaction price to the material right based upon the relative
standalone selling price. Professional service agreements that do not contain a material right are
accounted for when the customer exercises its option to purchase additional services. Revenue is
recognized 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.
Contracts with Multiple Performance Obligations
Some of our contracts with customers contain multiple performance obligations. For these
contracts, we account for the individual performance obligations separately if they are distinct. The
transaction price is allocated to the separate performance obligations on a relative standalone selling price
basis. We determine the standalone selling prices based on our overall pricing objectives, taking into
consideration market conditions and entity-specific factors, including the value of our arrangements,
length of term, customer demographics and the numbers and types of users within our arrangements.
Deferred Revenue
We typically invoice our customers for subscription and support fees annually in advance on one-
to three-year contract terms. For contracts with a two or three year term, customers sometimes elect to pay
the entire multi-year subscription term in advance. The portion of deferred revenue that we anticipate will
be recognized after the succeeding twelve-month period is recorded as non-current deferred revenue, and
the remaining portion is recorded as current deferred revenue.
Customer Deposits
As an agreement to purchase professional services constitutes a customer option, fees received in
advance of these services being performed are considered customer deposits and are included in accrued
expenses and other current liabilities on the consolidated balance sheets. Unpaid invoice amounts for
these professional services starting in future periods are excluded from accounts receivable and accrued
expenses and other current liabilities.
Cost of Revenue
Cost of revenue consists primarily of personnel and related costs directly associated with the
professional services and 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.
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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.
Advertising costs are charged to sales and marketing expense as incurred. Advertising expense
totaled $6.1 million, $5.6 million and $3.8 million for the years ended December 31, 2022, 2021 and
2020, respectively.
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, 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.
Leases
We determine whether an arrangement contains a lease at inception. Operating leases are
included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease
liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, net,
finance lease obligations, and finance lease obligations, non-current on our consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities
represent our obligation to make lease payments arising from the lease. Lease ROU assets and lease
liabilities are recognized based on the present value of the future minimum lease payments over the lease
term at the commencement date. Our variable lease payments consist of non-lease services related to the
lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized
in the period in which the obligation for those payments is incurred. As our leases do not provide an
implicit rate, we use our incremental borrowing rate based on the information available at the
commencement date in determining the present value of lease payments. We do not include options to
extend or terminate the lease term unless it is reasonably certain that we will exercise any such options.
We recognize rent expense under our operating leases on a straight-line basis. For finance leases, we
record interest expense on the lease liability in addition to amortizing the right-of-use asset (generally
straight-line) over the shorter of the lease term or the useful life of the right-of-use asset.
We have lease agreements with lease and non-lease components. We have elected to account for
these lease and non-lease components as a single lease component. We do not recognize right-of-use
assets or lease liabilities for short-term leases, which have a lease term of twelve months or less, and
instead will recognize lease payments as expense on a straight-line basis over the lease term.
79
Acquisitions
When we acquire a business, the purchase price is allocated to the assets acquired and liabilities
assumed based on their estimated fair values as of the acquisition date. During the measurement period,
which may be up to one year from the acquisition date, adjustments to the fair value of assets acquired
and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion
of the measurement period or final determination of the fair value of assets acquired or liabilities
assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statement
of operations.
Goodwill
Goodwill represents the cost in excess of the fair value of the net assets acquired in a business
combination. Goodwill is tested for impairment at the reporting unit level on an annual basis and on an
interim basis if an event occurs or circumstances change that would more likely than not reduce the fair
value of a reporting unit below its carrying value. We perform our annual goodwill impairment test as of
October 1. For the years ended December 31, 2022 and 2021, we determined there were no events or
circumstances which indicated that the carrying value of a reporting unit exceeded the fair value.
Intangible Assets
Intangible assets consist of patents and intangible assets acquired in a business combination or
asset acquisition, primarily technology, customer-related assets, and trade names. Patents are recorded at
cost to obtain and amortized over the useful lives. Certain patents are in the legal application process and
therefore are not currently being amortized. Intangible assets acquired in a business combination or an
asset acquisition are recorded at fair value on the date of acquisition and amortized over their estimated
useful lives.
Impairment of Long-Lived Assets
Long-lived assets, such as property, equipment, right-of-use assets, and intangible assets are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset
group be tested for possible impairment, we first compare the undiscounted cash flows expected to be
generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the
long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is
recognized to the extent that the carrying amount exceeds its fair value. There were no impairment losses
related to long-lived assets in any of the periods presented.
Stock-Based Compensation
We measure all share-based payments, including grants of options to purchase common stock and
the issuance of restricted stock units and performance stock units to employees, service providers and
board members, using a fair-value based method. We record forfeitures as they occur. The cost of
services received from employees and non-employees in exchange for awards of equity instruments is
recognized in the consolidated statement of operations based on the estimated fair value of those awards
on the grant date or reporting date, if required to be remeasured, and amortized on a straight-line basis
over the requisite service period. We use the Black-Scholes option-pricing model to determine the fair
values of shares to be issued pursuant to our Employee Stock Purchase Plan (“ESPP”). For restricted
stock units and performance restricted stock units, fair value is based on the closing price of our common
stock on the grant date.
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Income Taxes
We record current income taxes based on our estimates of current taxable income and provide for
deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to
federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions
where we operate.
We account for income taxes using the asset and liability method, which requires the recognition
of deferred tax assets and liabilities for the expected future tax consequences of events that have been
included in the financial statements. Under this method, we determine deferred tax assets and liabilities
on the basis of the differences between the financial statement and tax bases of assets and liabilities by
using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of
a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that
includes the enactment rate.
We account for the effects of Global Intangible Low-Taxed Income in the period incurred.
We recognize deferred tax assets to the extent that we believe that these assets are more likely
than not to be realized. In making such a determination, we consider all available positive and negative
evidence, including future reversals of existing taxable temporary differences, projected future taxable
income, tax planning strategies and results of recent operations. If we determine that we would be able to
realize our deferred tax assets in the future in excess of their net recorded amount, we would make an
adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income
taxes.
We record uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a
two-step process in which (1) we determine whether it is more likely than not that the tax positions will
be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet
the more-likely-than-not threshold, we recognize the largest amount of tax benefit that is more than 50
percent likely to be realized upon ultimate settlement with the related tax authority.
We recognize interest and penalties related to unrecognized tax benefits on the (benefit) provision
for income taxes line in the accompanying consolidated statements of operations. Interest and penalties
were not significant during the years ended December 31, 2022, 2021 and 2020. Accrued interest and
penalties are included on the accrued expenses and other current liabilities line in the consolidated
balance sheets.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount net of an allowance for doubtful
accounts. The allowance for doubtful accounts is based on our assessment of the collectability of
customer accounts. We regularly review our receivables that remain outstanding past their applicable
payment terms and established an allowance for potential write-offs by considering factors such as
historical experience, credit quality, age of the accounts receivable balances, and current and forecasted
economic conditions that may affect a customer’s ability to pay. Accounts receivable deemed
uncollectible are charged against the allowance once collection efforts have been exhausted.
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Recently Adopted Accounting Pronouncements
In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standard Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets
and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract
assets and liabilities acquired in business combinations. This ASU requires that entities recognize and
measure contract assets and contract liabilities acquired in a business combination in accordance with
ASC 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning
after December 15, 2022 with early adoption permitted. We adopted this standard on January 1, 2022.
The adoption of this standard did not have a material impact on our consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and
Contracts in an Entity's Own Equity. Under ASU 2020-06, embedded conversion features are no longer
separated from the host contract for convertible instruments with conversion features that are not required
to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in
capital. The convertible debt instruments are now accounted for as a single liability measured at
amortized cost. This resulted in the interest expense recognized for convertible debt instruments to be
closer to the coupon interest rate. The new guidance also required the if-converted method to be applied
for all convertible instruments when calculating earnings per share. The new standard was effective for
interim and annual periods beginning after December 15, 2021 and could be adopted on either a modified
retrospective or full retrospective basis.
We adopted this standard on January 1, 2022 using the modified retrospective method under
which financial results reported in prior periods were not adjusted. Adoption of the new standard resulted
in a decrease to accumulated deficit of $18.3 million, a decrease to additional paid-in capital of
$58.6 million, and an increase to convertible senior notes, non-current of $40.3 million on the
consolidated balance sheet. See Note 8 to the consolidated financial statements for more information.
New Accounting Pronouncements Not Yet Adopted
None
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At December 31, 2021, cash equivalents and marketable securities consisted of the following (in
thousands):
Amortized Unrealized Unrealized Aggregate
Cost Gains Losses Fair Value
Money market funds ................................................. $ 259,754 $ — $ — $ 259,754
Commercial paper .................................................... 10,479 — — 10,479
U.S. treasury debt securities ..................................... 54,809 2 (206) 54,605
Corporate debt securities .......................................... 161,792 3 (334) 161,461
Foreign government debt securities.......................... 5,014 1 — 5,015
$ 491,848 $ 6 $ (540) $ 491,314
Included in cash and cash equivalents ...................... $ 261,254 $ — $ — $ 261,254
Included in marketable securities ............................. $ 230,594 $ 6 $ (540) $ 230,060
The contractual maturities of the investments classified as marketable securities are as follows (in
thousands):
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 December 31, 2022, aggregated by
investment category and the length of time that individual securities have been in a continuous loss
position (in thousands):
We do not believe the unrealized losses represent credit losses based on our evaluation of
available evidence as of December 31, 2022, 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.
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3. Supplemental Consolidated Balance Sheet Information
Accumulated amortization related to finance leases was $3.6 million and $2.7 million as of
December 31, 2022 and 2021, respectively.
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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.
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. As of December 31, 2022 and 2021, 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. 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 Fair Value Measurements as
of December 31, 2022 of December 31, 2021
Description Total Level 1 Level 2 Total Level 1 Level 2
Money market funds ........................................... $182,878 $182,878 $ — $259,754 $259,754 $ —
Commercial paper ............................................... — — — 10,479 — 10,479
U.S. treasury debt securities ................................ 71,253 — 71,253 54,605 — 54,605
Corporate debt securities ..................................... 118,372 — 118,372 161,461 — 161,461
Foreign government debt securities .................... 970 — 970 5,015 — 5,015
$373,473 $182,878 $190,595 $491,314 $259,754 $231,560
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We completed acquisitions during the years ended December 31, 2022 and 2021. The values of
the net assets acquired and any resulting goodwill were recorded at fair value using Level 3 inputs. The
majority of the related current assets acquired and liabilities assumed were recorded at their carrying
values as of the date of acquisition, as their carrying values approximated their fair values due to their
short-term nature. The fair values of goodwill and definite-lived intangible assets acquired in the
acquisition was externally estimated primarily based on the income approach. The income approach
estimates fair value based on the present value of the cash flows that the assets are expected to generate in
the future. We developed internal estimates for the expected cash flows and discount rates used in the
present value calculations.
5. Deferred Costs
Deferred costs, which primarily consist of costs to obtain contracts with customers, were
$72.0 million and $64.2 million for the years ended December 31, 2022 and 2021, respectively.
Amortization expense for the deferred costs was $44.0 million, $34.1 million and $21.0 million for the
years ended December 31, 2022, 2021 and 2020, respectively. There were no material impairment losses
in relation to the costs capitalized for the periods presented.
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7. Leases
We lease certain office space, residential space, buildings and land with various lease terms
through May 2043. Certain office leases include one or more options to renew, with renewal terms that
can extend the lease term from 2 to 5 years. The exercise of lease renewal options is at our sole discretion
and are assessed whether to factor as part of the lease term at lease inception. Our leases generally require
us to pay a proportionate share of real estate taxes, insurance, common area maintenance, and other
operating costs in addition to a base or fixed rent.
The components of lease expense recognized in the consolidated statements of operations were as
follows (in thousands):
Year ended December 31,
2022 2021 2020
Operating lease cost ..................................................... $ 5,778 $ 4,750 $ 4,475
Finance lease cost:
Amortization of right-of-use assets ......................... 880 880 922
Interest on lease obligations .................................... 861 956 1,197
Short-term lease cost.................................................... 3,045 1,667 1,727
Variable lease cost ....................................................... 1,189 1,163 1,214
$ 11,753 $ 9,416 $ 9,535
Supplemental cash flow information related to leases was as follows (in thousands):
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As of December 31, 2022, the aggregate annual lease obligations were as follows (in thousands):
Operating
Leases Finance Leases
2023 ................................................................................................................... $ 6,506 $ 1,315
2024 ................................................................................................................... 4,416 1,315
2025 ................................................................................................................... 2,769 1,315
2026 ................................................................................................................... 1,743 1,315
2027 ................................................................................................................... 1,603 1,315
Thereafter ........................................................................................................... 3,864 17,346
Total lease obligations ....................................................................................... 20,901 23,921
Less: Amount representing interest ................................................................... (3,079) (8,834)
Net lease obligations .......................................................................................... $ 17,822 $ 15,087
8. Debt
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.
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.
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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 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.
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 fourth quarter of 2021 one of the conversion conditions was met, specifically, the last
reported sale price of our Class A common stock exceeded 130% of the conversion price of the Notes for
more than 20 trading days during the 30 consecutive trading days ended December 31, 2021. As a result,
the Notes were classified as current liabilities on the consolidated balance sheet as of December 31, 2021.
As of December 31, 2022 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 consolidated balance sheet as of December 31, 2022. As of December 31, 2022 we have not
received any conversion requests for the Notes.
As discussed in Note 1, we adopted ASU 2020-06 on January 1, 2022 and the Notes are now
accounted for as a single liability measured at amortized cost. Upon adoption, interest expense
representing the amortization of the 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. Prior to the adoption of
ASU 2020-06, interest expense representing the amortization of the debt discount and issuance costs as
well as contractual interest expense was amortized to interest expense at an effective interest rate of 4.3%.
As of December 31, 2022 the if-converted value of the Notes exceeded the principal amount by $16.4
million.
As of December 31, 2022, the remaining life of the Notes is approximately 3.8 years.
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The net carrying amount of the liability and equity components of the Notes was as follows (in
thousands):
As of December 31,
2022 2021
Liability component:
Principal .......................................................................................................... $ 345,000 $ 345,000
Unamortized discount ..................................................................................... — (41,193)
Unamortized issuance costs ............................................................................ (4,743) (5,146)
Net carrying amount .......................................................................................... $ 340,257 $ 298,661
Equity component, net of purchase discounts and issuance costs ..................... $ — $ 58,560
9. Stockholders' Equity
We have two classes of authorized common stock: Class A common stock and Class B common
stock. The rights of the holders of our Class A common stock and our Class B common stock are
identical, except with respect to voting and conversion. Each share of our Class A common stock is
entitled to one vote per share and is not convertible into any other shares of our capital stock. Each share
of our Class B common stock is entitled to ten votes per share and is convertible into one share of our
Class A common stock at any time. Our Class B common stock also will automatically convert into
shares of our Class A common stock upon certain transfers and other events.
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available for grant by 3,000,000. As of December 31, 2022, 3,273,308 shares of Class A common stock
were available for grant under the 2014 Plan.
Our ESPP became effective on June 13, 2017 and was amended and restated on October 28,
2022. 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 July
15 and January 15 and are exercisable on or about the succeeding January 14 and July 14, respectively, of
each year. As of December 31, 2022, 4,165,047 shares of Class A common stock were available for
issuance under the ESPP. No participant may purchase more than $12,500 worth of Class A common
stock in a six-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):
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Stock Options
The following table summarizes the option activity under the Plans for the year ended
December 31, 2022:
Weighted-
Weighted- Average
Average Remaining
Exercise Contractual Aggregate
Options Price Term (Years) Intrinsic Value
(in thousands)
Outstanding at December 31, 2021 ... 1,755,180 $ 14.42 4.0 $ 203,720
Granted .............................................. — —
Forfeited............................................. (3,095) 13.26
Expired............................................... (2,970) 3.92
Exercised ........................................... (239,943) 13.64
Outstanding at December 31, 2022 ... 1,509,172 $ 14.57 3.2 $ 104,737
Options to purchase Class A common stock generally vest over a three- or four-year period and
are generally granted for a term of ten years. The total intrinsic value of options exercised during the
years ended December 31, 2022, 2021 and 2020 was $17.0 million, $123.4 million and $55.8 million,
respectively.
No options were granted during the years ended December 31, 2022, 2021 and 2020. As of
December 31, 2021, all outstanding options have vested. The total fair value of options vested during the
years ended December 31, 2021 and 2020 was approximately $0.9 million and $3.5 million, respectively.
As of December 31, 2022 there was no unrecognized compensation expense related to options.
Restricted Stock Units and Performance Restricted Stock Units
Restricted stock units granted to employees generally vest over a three- or four-year period in
equal, annual installments or with three-year cliff vesting. Restricted stock units granted to non-employee
members of our Board of Directors generally have one-year cliff vesting from the date of grant.
Performance restricted stock units generally vest in annual tranches over a three-year period.
The recipient of a restricted stock unit award or performance restricted stock unit award under the
2014 Plan will have no rights as a stockholder until share certificates are issued by us. At the Annual
Meeting of Stockholders on June 1, 2022, our stockholders approved the amendment and restatement of
the Workiva Inc. Amended and Restated 2014 Equity Incentive Plan which prohibits payment of
dividends or dividend equivalents on full-value awards prior to the vesting of such award. Additionally,
until the shares are issued, they have no voting rights and may not be bought or sold. The fair value for
restricted stock unit awards and performance restricted stock unit awards are calculated based on the
stock price on the date of grant. Total performance restricted stock units earned may vary based on the
attainment of company-specific performance targets during the vesting period. The total fair value of
restricted stock units vested during the years ended December 31, 2022, 2021, and 2020 was
approximately $57.7 million, $54.9 million, and $27.7 million, respectively.
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The following table summarizes the restricted stock unit and performance restricted stock unit
activity under the Plan for the year ended December 31, 2022:
Weighted-Average
Grant Date Fair
Number of Shares Value
(1) During the year ended December 31, 2022, in accordance with our Nonqualified Deferred
Compensation Plan, recipients of 18,491 shares had elected to defer settlement of the vested restricted stock units
and 27,916 were released from deferral. This resulted in total deferred units of 686,444 as of December 31, 2022.
Compensation expense associated with unvested restricted stock units and performance restricted
stock units is recognized on a straight-line basis over the vesting period. At December 31, 2022, there was
approximately $132.8 million of total unrecognized compensation expense related to restricted stock units
and performance 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 option grant 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
Class A common stock, and the expected term represents the period of time the ESPP purchase rights are
expected to be outstanding and 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:
Year ended December 31,
2022 2021 2020
ESPP
Expected term (in years) .............................................. 0.5 0.5 0.5
Risk-free interest rate ................................................... 0.6% - 3.1% 0.1% 0.2% - 1.5%
Expected volatility ....................................................... 45.7% - 58.7% 41.8% - 45.0% 40.6% - 61.0%
The following table summarizes the ESPP activity under the Plan for the years ended
December 31, 2022, 2021 and 2020:
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Compensation expense associated with ESPP purchase rights is recognized on a straight-line
basis over the vesting period. At December 31, 2022, there was approximately $156,000 of total
unrecognized compensation expense related to the ESPP, which is expected to be recognized over a
weighted-average period of 14 days.
12. Acquisitions
Fiscal Year 2022
ParsePort ApS
On April 1, 2022, we acquired all of the issued and outstanding equity interests in Denmark-
based ParsePort ApS (“ParsePort”), a leading solution provider for the European Single Electronic Format
(“ESEF”) financial reporting mandate, which complements Workiva's cloud platform, for $99.2 million
net of cash acquired of $1.6 million.
The transaction has been accounted for as a business combination and the purchase price has been
allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of
acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to
goodwill. The goodwill recognized was primarily attributable to the assembled workforce, operational
synergies, and strategic benefits that are expected to be achieved and is not deductible for income tax
purposes.
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The following table presents the allocation of the purchase price to the assets acquired and
liabilities assumed at the date of acquisition (in thousands):
Cash......................................................................................................................... $ 1,558
Accounts receivable, net ......................................................................................... 1,403
Intangible assets ...................................................................................................... 24,000
Goodwill ................................................................................................................. 78,225
Other assets ............................................................................................................. 440
Accounts payable .................................................................................................... (29)
Accrued liabilities ................................................................................................... (1,444)
Deferred revenue ..................................................................................................... (3,299)
Other liabilities........................................................................................................ (110)
Fair value of assets and liabilities ......................................................................... $ 100,744
We incurred costs related to the acquisition of approximately $0.6 million during the year ended
December 31, 2022. Substantially all acquisition related costs were expensed as incurred and have been
recorded in general and administrative expenses in our consolidated statements of operations.
The amount of revenues and net loss from the ParsePort acquisition included in our consolidated
statements of operations for the year ended December 31, 2022 was insignificant.
Fiscal Year 2021
Mark V Systems Limited
On December 29, 2021, we acquired all of the stock in Mark V Systems Limited, the author of
the only open source eXtensible Business Reporting Language validation engine, which ensures the
continued accessibility of the open source validation engine. The acquisition was not material to the
consolidated financial statements.
AuditNet, LLC
On December 10, 2021, we acquired all of the membership interests in AuditNet, LLC, a global
audit content and services provider, which strengthens Workiva’s risk and assurance offerings. The
acquisition was not material to the consolidated financial statements.
OneCloud, Inc.
On July 30, 2021, we acquired all of the equity interest in OneCloud, Inc. (“OneCloud”), an
iPaaS company, in order to extend our integration and data preparation capabilities, for $35.1 million, net
of cash acquired of $1.5 million.
We previously held an investment in OneCloud which was accounted for as an investment in
equity securities. Prior to performing purchase accounting we remeasured the previous ownership interest
to fair value, increasing the value to $4.7 million, which resulted in a gain of $3.7 million recorded in
other income (expense), net in the consolidated statement of operations.
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The transaction has been accounted for as a business combination and the purchase price has been
allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of
acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to
goodwill. The goodwill recognized was primarily attributable to the assembled workforce and strategic
benefits that are expected to be achieved and is not deductible for income tax purposes.
The following table presents the allocation of the purchase price to the assets acquired and
liabilities assumed at the date of acquisition (in thousands):
Cash......................................................................................................................... $ 1,497
Intangible assets ...................................................................................................... 7,000
Goodwill ................................................................................................................. 34,556
Other assets ............................................................................................................. 548
Deferred revenue ..................................................................................................... (900)
Deferred tax liability ............................................................................................... (1,265)
Other liabilities........................................................................................................ (174)
Fair value of assets and liabilities ......................................................................... $ 41,262
We incurred costs related to the acquisition of approximately $0.4 million during the year ended
December 31, 2021. All acquisition related costs were expensed as incurred and have been recorded in
general and administrative expenses in our consolidated statements of operations.
The amount of revenues and net loss from the OneCloud acquisition included in our consolidated
statements of operations for the years ended December 31, 2022 and December 31, 2021 were
insignificant.
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Intangible Assets
The following table presents the components of net intangible assets (in thousands):
Amortization expense related to intangible assets was $5.3 million, $1.1 million and $0.4 million
for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, expected
remaining amortization expense of intangible assets by fiscal year is as follows (in thousands):
Revenues by geography are generally based on the country of the customer as specified in our
subscription order. Total Americas revenue attributed to the United States was approximately 93%, 93%,
and 94% during each of the years ended December 31, 2022, 2021, and 2020, respectively. No other
country represented more than 10% of total revenue during the years presented.
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Our long-lived assets, which primarily consist of property and equipment and operating lease
right-of-use assets, are attributed to a country based on the physical location of the assets. Aggregate
long-lived assets by geographical region consisted of the following (in thousands):
The following table presents our revenues disaggregated by type of good or service (in
thousands):
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Deferred Revenue
During the year ended December 31, 2022, we recognized $244.4 million of revenue that was
included in the deferred revenue balance at the beginning of the period.
Transaction Price Allocated to the Remaining Performance Obligations
As of December 31, 2022, revenue of approximately $761.6 million is expected to be recognized
from remaining performance obligations for subscription contracts. We expect to recognize
approximately $420.8 million of these remaining performance obligations over the next 12 months, with
the balance recognized thereafter.
The provision (benefit) for income taxes consisted of the following (in thousands):
Deferred
Federal ..................................................... $ — $ (1,252) $ —
State ......................................................... — (374) —
Foreign .................................................... 600 (321) (263)
Total Deferred .............................................. $ 600 $ (1,947) $ (263)
During the years ended December 31, 2022, 2021 and 2020, we recorded a federal income tax
benefit of $0, $1.3 million, and $0, respectively. The prior year benefit was related to the OneCloud
acquisition. As the reversal of the acquired net deferred tax liabilities will be recognized on future tax
returns, these provide an objective source of taxable income. Therefore, a corresponding portion of our
valuation allowance has been released to reflect this availability, resulting in a federal and state tax benefit
reflected in the table above.
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In response to the COVID-19 pandemic, the Canada Revenue Agency extended the filing due
dates allowing for the Scientific Research and Experimental Development (“SR&ED”) reporting
deadlines to be extended for six months, but no later than December 31, 2020. We were able to leverage
this deadline extension and amended our 2018 Canadian return for the SR&ED credit thus generating a
current and deferred foreign tax benefit for the year ended December 31, 2020.
The items accounting for the difference between income taxes computed at the federal statutory
income tax rate and the provision for income taxes consisted of the following (in thousands):
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The components of deferred tax assets and liabilities were as follows (in thousands):
As of December 31,
2022 2021
Deferred tax assets:
Property and equipment ..................................................................... $ 2,931 $ 2,770
Accruals and reserves ......................................................................... 79 48
Lease liability ..................................................................................... 7,726 9,014
Compensation and benefits ................................................................ 15,031 15,266
Deferred revenue ................................................................................ 31,497 21,709
Net operating loss and credits ............................................................ 138,517 150,448
Interest expense .................................................................................. 386 4,035
IRC 174 Capitalization ....................................................................... 38,923 —
Other ................................................................................................... 2,198 546
Total deferred tax assets .................................................................. 237,288 203,836
Valuation allowance ........................................................................... (220,016) (174,771)
Total deferred tax assets .................................................................. 17,272 29,065
Deferred tax liabilities:
Property and equipment ..................................................................... (104) (48)
Right-of-use asset ............................................................................... (7,389) (8,275)
Convertible notes ............................................................................... — (10,916)
Acquired intangibles .......................................................................... (1,310) (2,022)
Deferred commissions ........................................................................ (8,212) (6,761)
Other deferred tax liabilities ............................................................... (179) (321)
Deferred tax liabilities ..................................................................... (17,194) (28,343)
Total ........................................................................................................ $ 78 $ 722
Management assesses the available positive and negative evidence to estimate whether sufficient
future taxable income will be generated to permit use of the existing deferred tax assets. A significant
piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year
period ended December 31, 2022. Such objective evidence limits the ability to consider other subjective
evidence, such as our projections for future growth. On the basis of this evaluation, we recognized a full
valuation allowance against our net US deferred tax asset at December 31, 2022, because we believe it is
more likely than not that these benefits will not be realized.
Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) amended Internal Revenue
Code Section 174 to require specific research and experimental (“R&E”) expenditures be capitalized and
amortized over five years (U.S. R&E) or fifteen years (non-U.S. R&E). Because of this amendment, we
generated U.S. taxable income resulting in a deferred tax asset related to the Section 174 amortization of
$38.9 million at December 31, 2022. We were able to utilize pre-TCJA NOL carryforwards and state
credits to offset this income.
As of December 31, 2022, we have federal and state net operating loss carryforwards of
approximately $408.7 million and $373.6 million, respectively, available to reduce any future taxable
income. The federal net operating loss carryforwards will expire in varying amounts beginning in 2035.
Federal and some state net operating losses incurred after 2017 will have an indefinite carryforward. The
state net operating loss carryforwards will expire in varying amounts beginning in 2023. Additionally, we
101
have total net operating loss carryforwards from international operations of $2.9 million that do not
expire. We also have approximately $26.2 million of federal and $4.5 million of state tax credit
carryforwards as of December 31, 2022. The federal credits will expire in varying amounts between the
years 2034 and 2042. The state credits expire beginning in 2023. Utilization of our net operating loss and
tax credit carryforwards may be subject to substantial annual limitations due to the ownership change
limitations provided by Section 382 of the Internal Revenue Code, as amended, and similar state
provisions.
A reconciliation of the gross unrecognized tax benefits is as follows (in thousands):
We have analyzed our inventory of tax positions taken with respect to all applicable income tax
issues for all open tax years. The gross unrecognized tax benefits, if recognized, would not materially
affect the effective tax rate as of December 31, 2022.
We are subject to taxation in the United States and various states and foreign jurisdictions. As of
December 31, 2022, tax years for 2018 through 2021 are subject to examination by the tax authorities.
Generally, as of December 31, 2022, we are no longer subject to federal, state, local or foreign
examinations by tax authorities for years before 2018. However, to the extent allowed by law, the tax
authorities may have the right to examine prior periods where net operating losses or tax credits were
generated and carried forward, and make adjustments up to the amount of the net operating loss or credit
carryforward.
102
17. 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 our convertible senior notes, outstanding stock
options, stock related to unvested restricted stock, 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 contractual 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.
At the Annual Meeting of Stockholders on June 1, 2022, our stockholders approved the
amendment and restatement of the Workiva Inc. Amended and Restated 2014 Equity Incentive Plan
which prohibits payment of dividends or dividend equivalents on full-value awards prior to the vesting of
such award. As such, we no longer consider unvested restricted stock granted under the 2014 Equity
Incentive Plan to be participating securities.
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):
Year ended
December 31, 2022 December 31, 2021 December 31, 2020
Class A Class B Class A Class B Class A Class B
Numerator
Net loss........................................ $ (84,210) $ (6,737) $ (32,724) $ (5,006) $ (39,966) $ (8,432)
Denominator
Weighted-average common
shares outstanding - basic and
diluted.......................................... 49,031,441 3,922,638 44,343,177 6,783,333 40,007,839 8,440,327
Basic and diluted net loss per
share ............................................ $ (1.72) $ (1.72) $ (0.74) $ (0.74) $ (1.00) $ (1.00)
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 December 31,
2022 2021 2020
Shares subject to outstanding common stock
options ................................................................. 1,509,172 1,755,180 2,903,167
Shares subject to unvested restricted stock units
and performance restricted stock units ................ 1,921,927 1,891,699 2,904,616
Shares issuable pursuant to the ESPP.................. 112,522 53,877 94,390
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. Upon adoption of ASU 2020-06 on January 1, 2022, we use the if-converted
method for calculating any potential dilutive effect of the Notes on diluted net income per share, if
applicable. Prior to adoption of ASU 2020-06 we used the treasury stock method.
103
18. Employee Benefit Plans
We have a qualified defined contribution plan under Section 401(k) of the Internal Revenue
Code. In 2022, we began matching a certain percentage of employee contributions. Both employee and
employer contributions vest immediately upon contribution. During the year ended December 31, 2022,
our contribution to the 401(k) plan was $5.3 million.
We also maintain a number of defined contribution plans for certain non-U.S. locations. Total
employer contributions under these plans were $2.5 million, $1.8 million, and $1.1 million for the years
ended December 31, 2022, 2021 and 2020, respectively.
104
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
105
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with
the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the
three months ended December 31, 2022 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
106
Part III.
107
Brandon E. Ziegler, 49, has served as our Executive Vice President, Chief Legal and
Administrative Officer and Secretary since March 2022. He served as Executive Vice President, Chief
Legal Officer and Corporate Secretary from March 2021 to March 2022. Prior to that, Mr. Ziegler was
Senior Vice President and General Counsel from March 2020 to March 2021. Mr. Ziegler was previously
Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary at Medidata Solutions,
a leading technology and data platform for life sciences from July 2016 to March 2020. Prior to Medidata,
Mr. Ziegler was head of ADP’s legal department for multinational corporations as Vice President and
Assistant General Counsel from February 2007 to July 2016. Before moving in-house, Mr. Ziegler
worked in private practice in New York and has extensive legal experience counseling public and private
companies in global corporate development, corporate governance and commercial transactions. He
earned a B.A. (cum laude) from Duke University and a J.D. from Brooklyn Law School where he was an
international business law fellow.
Michael D. Hawkins, 47, has served as our Executive Vice President, Sales since August 2021.
Previously, Mr. Hawkins served as our Senior Vice President of Sales from August 2019 to August 2021,
Vice President of Sales from March 2015 to August 2019, Director of Sales from January 2013 through
March 2015, Area Sales Manager from January 2012 to December 2012, and Regional Sales Director
from August 2010 to December 2011. Prior to joining Workiva, Mr. Hawkins was Business
Development Manager at ExactTarget from July 2008 to August 2010, as Account Executive at OnForce
from May 2006 to September 2007, and as Account Executive and Director of Sales at Truist (formerly
CreateHope, Inc.) from May 2001 to April 2006. Mr. Hawkins earned a B.A. from Miami University and
a J.D. from George Washington University Law School.
c) Delinquent Section 16(a) Reports.
This information is included in our definitive proxy statement for the 2023 Annual Meeting of
Stockholders under the heading “Delinquent Section 16(a) Reports” and is incorporated herein by
reference.
d) Code of Ethics.
This information is included in our definitive proxy statement for the 2023 Annual Meeting of
Stockholders under the heading “Corporate Governance” and is incorporated herein by reference.
e) Information regarding our Audit Committee and Nominating and Governance Committee is set
forth in our definitive proxy statement for the 2023 Annual Meeting of Stockholders under the heading
“Corporate Governance” and is incorporated herein by reference.
108
Item 11. Executive Compensation
This information is included in our definitive proxy statement for the 2023 Annual Meeting of
Stockholders under the headings “Executive Compensation” and “Director Compensation” and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
This information is included in our definitive proxy statement for the 2023 Annual Meeting of
Stockholders under the headings “Ownership of Common Stock” and “Equity Compensation Plan
Information” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions and Director Independence
This information is included in our definitive proxy statement for the 2023 Annual Meeting of
Stockholders under the headings “Certain Relationships and Related-Party and Other Transactions” and
“Corporate Governance” and is incorporated herein by reference.
109
Part IV.
110
Exhibit
Number Description
10.07* Form of Indemnification Agreement, incorporated by reference from Exhibit 10.7 to the
Company’s Registration Statement on Form S-1 filed on November 17, 2014.
10.08 Sublease Agreement, dated December 19, 2011, as amended October 2, 2013, between the
Company and 2900 University, LLC, incorporated by reference from Exhibit 10.8 to the
Company’s Registration Statement on Form S-1 filed on October 17, 2014.
10.09* Workiva Inc. Nonqualified Deferred Compensation Plan effective as of January 14, 2016,
incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
on January 15, 2016.
10.10* Form of Workiva Inc. Restricted Stock Unit Agreement for service-vesting restricted stock units
under the Workiva Inc. 2014 Equity Incentive Plan, incorporated by reference from Exhibit
10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.11* Form of Workiva Inc. Restricted Stock Unit Agreement for service-vesting restricted stock units
issuable to non-employee directors under the Workiva Inc. 2014 Equity Incentive Plan,
incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q
filed on May 4, 2016.
10.12* Workiva Inc. Amended and Restated 2014 Equity Incentive Plan, incorporated by reference
from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 17, 2016.
Workiva Inc. Amended and Restated 2014 Equity Incentive Plan, incorporated by reference
10.13* from Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 13, 2018.
Amendment No. 1 to the Workiva Inc. Nonqualified Deferred Compensation Plan., incorporated
by reference from Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year
10.14* ended December 31, 2018.
Employment agreement, dated September 6, 2019, between the Company and Julie Iskow,
incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
10.15* filed on November 6, 2019.
Workiva Inc. Amended and Restated 2014 Equity Incentive Plan, incorporated by reference
10.16* from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 3, 2022.
Form of Restricted Stock Unit Agreement (Non-Employee Directors) incorporated by reference
10.17* from Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 3, 2022.
Form of Restricted Stock Unit Agreement (Executive Employees) incorporated by reference
10.18* from Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 3, 2022.
Form of Performance Restricted Stock Unit Agreement (Executive Employees) incorporated by
reference from Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 3,
10.19* 2022.
21.01 List of Subsidiaries of the Company.
23.01 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.01 Power of attorney (incorporated by reference to the signature page of this Annual Report on
Form 10-K).
111
Exhibit
Number Description
31.01 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.
31.02 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.
32.01# 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.
32.02# 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 Annual Report on Form 10-K for the
year ended December 31, 2022 formatted in Inline XBRL (Extensible Business Reporting
Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of
Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Statements of
Changes in Stockholders Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes
to the Consolidated Financial Statements.
104 Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)
112
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 21st day of February, 2023.
WORKIVA INC.
By: /s/ Martin J. Vanderploeg, Ph.D.
Name: Martin J. Vanderploeg, Ph.D.
Title: Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Workiva Inc. hereby severally constitute Martin J.
Vanderploeg our true and lawful attorney, with full power to him, to sign for us in our names in the
capacities indicated below the Annual Report on Form 10-K filed herewith and any and all amendments
thereto, and generally do all such things in our name and on our behalf in our capacities as officers and
directors to enable Workiva Inc. to comply with the provisions of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys,
or any one of them on the Annual Report on Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities indicated and on the dates
indicated.
Signature Title Date
/s/ Martin J. Vanderploeg, Ph.D. Chief Executive Officer and Director February 21, 2023
(Principal Executive Officer)
Martin J. Vanderploeg, Ph.D.
S-1
[This page intentionally left blank.]
CERTIFICATION UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Martin J. Vanderploeg, Ph.D., certify that:
1. I have reviewed this Annual Report on Form 10-K of Workiva Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
I, Martin J. Vanderploeg, Chief Executive Officer of Workiva Inc. (the “Company”), do hereby certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge:
1. the Annual Report on Form 10-K of the Company for the period ended December 31, 2022 (the “Report”)
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company for the periods presented therein.
I, Jill Klindt, Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer of Workiva
Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. the Annual Report on Form 10-K of the Company for the period ended December 31, 2022 (the “Report”)
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company for the periods presented therein.
Board of Directors
Brigid A. Bonner Principal, Bonner Consulting
Michael M. Crow President, Arizona State University
Robert H. Herz President, Robert H. Herz LLC
Julie Iskow President and Chief Executive Officer, Workiva Inc.
David S. Mulcahy Lead Independent Director, Workiva Inc. and Chair, Monarch Materials Group Inc.
Suku Radia Retired Chief Executive Officer, President, and Director, Bankers Trust Company
Martin J. Vanderploeg Non-Executive Chair, Workiva Inc.
(Pictured below, respectively)
Executive Management
Julie Iskow President and Chief Executive Officer
Penny Ashley-Lawrence EVP, Chief Customer Officer
David Haila EVP, Chief Technology Officer
Michael Hawkins EVP, Sales
Jill Klindt EVP, Chief Financial Officer
Yasser Mahmud EVP, Chief Marketing Officer
Brandon Ziegler EVP, Chief Legal & Administrative Officer and Corporate Secretary
Stock Listing Our Class A common stock is listed on the New York Stock Exchange (NYSE) under the symbol WK.
This annual report contains forward-looking statements within the meaning of the federal securities laws. Actual results could differ materially from
these forward-looking statements. For a discussion of certain important risk factors that relate to these forward-looking statements, please refer to the
Risk Factors included in our Form 10-K.
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