(Mark One)
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ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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OR
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For transition period from to
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Commission File Number 001-36773
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Delaware
(State or other jurisdiction of incorporation or organization)
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47-2509828
(I.R.S. Employer Identification Number)
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2900 University Blvd
Ames, IA 50010
(888) 275-3125
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(Address of principal executive offices and zip code)
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(888) 275-3125
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(Registrant's telephone number, including area code)
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___________________________________
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Class A common stock, par value $.001
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New York Stock Exchange
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Securities registered pursuant to section 12(g) of the Act:
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None
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___________________________________
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Large accelerated filer
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Accelerated filer ý
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Non-accelerated filer
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o (Do not check if a smaller reporting company)
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Smaller reporting company o
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•
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Create trusted datasets that are linked and aggregated throughout Wdesk documents, spreadsheets, presentations and reports.
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Control access to datasets, reports and workflows throughout the organization and with external stakeholders.
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Collaborate among thousands of users working in real time on a secure, cloud-based platform.
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Streamline and automate business processes, saving time and resources.
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Present critical data and reports to internal and external constituents.
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Gain insights with improved transparency of data provenance and collaborators’ changes.
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Decide with confidence based on trusted data and reports.
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Finance and accounting, including:
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◦
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SEC (including Section16 and Forms 10-K, 10-Q, 8-K, N-4, N-6 and Form S-1 and related IPO readiness), Canada’s System for Electronic Document Analysis and Retrieval (SEDAR), eXtensible Business Reporting Language (XBRL), Inline XBRL, digital support binders, investor relations including earnings call scripts and press releases, data collection for financial footnotes, statutory reporting, Comprehensive Annual Financial Report (CAFR) and budgeting for state and local governments, financial reporting and planning for universities, Global Reporting Initiative (GRI), investments compliance, and integrated financial planning.
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•
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Audit and internal controls, including:
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◦
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Sarbanes-Oxley Act (SOX), internal controls over financial reporting (ICFR), evidence management, testing, Model Audit Rule (MAR-SOX), audit management, dashboards, audit risk assessments, planning, legal compliance, and issues management.
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•
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Risk and compliance, including:
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◦
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Enterprise Risk Management, risk assessments, risk framework, board reporting and a wide range of regulatory reporting, such as Own Risk Solvency Assessment (ORSA), Solvency II, Resolution and Recovery Plans (RRP), Comprehensive Capital Analysis and Review (CCAR), and Dodd-Frank Stress Testing (DFAST).
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Operations, including:
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◦
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Strategic business plans, monthly management reports, managing and tracking key performance indicators (KPIs), integrated planning, Environmental, Health and Safety (EHS) reporting, data collection for domestic sales, performance reporting, and employee benefit financial statements.
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Manual business processes that rely on legacy business productivity tools;
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Diversified enterprise software providers;
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Niche software providers that provide point solutions;
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Providers of professional services, including consultants and business and financial printers;
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Governance, risk and compliance software providers; and
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Business intelligence / corporate performance management software providers.
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Using our website to engage and educate prospects on our platform and solutions.
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Employing search engine marketing and advertising, including search engine optimization and pay-per-click, to drive traffic to our website.
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Engaging customers and prospects through content marketing on social media, including Facebook, Twitter, LinkedIn and YouTube.
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Working with industry analysts to establish third-party validation and generate positive coverage for our platform and solutions.
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Sponsoring events and professional organizations, including the SEC Professionals Group and the SOX and Internal Controls Professionals Group.
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Producing webinars, workshops and customer meetings.
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Hosting our annual user conference, The Exchange Community (TEC), which brings our customers together with our developers, professional services and customer success managers to learn and collaborate. TEC is our largest user event each year and features sessions with industry leaders, business networking events and opportunities to share product ideas.
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Executing digital and print campaigns through advertising, e-mails and direct marketing.
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Creating sales tools and field marketing events to support our sales organization to more effectively convert leads into customers.
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scale our operations and increase productivity;
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address the needs of our customers;
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further develop and enhance our existing solutions and offerings;
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develop new technology; and
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expand our markets and opportunity under management, including into new solutions and geographic areas.
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our ability to attract new customers in multiple regions around the world;
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the addition or loss of large customers, including through acquisitions or consolidations;
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the timing of recognition of revenue;
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the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;
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network outages, security breaches, technical difficulties or interruptions with our services;
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general economic, industry and market conditions;
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customer renewal rates and the extent to which customers subscribe for additional seats or solutions;
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pricing changes upon any renewals of customer agreements;
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changes in our pricing policies or those of our competitors;
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the mix of solutions sold during a period;
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seasonal variations in sales of our solutions;
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seasonal variations in the delivery of our services;
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the timing and success of new product and service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;
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the announcement or adoption of new regulations and policy mandates or changes to existing regulations and policy mandates;
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changes in foreign currency exchange rates;
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future accounting pronouncements or changes in our accounting policies;
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general economic conditions, both domestically and in the foreign markets in which we sell our solutions;
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the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; and
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unforeseen litigation and intellectual property infringement.
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the need to localize and adapt our solutions for specific countries, including translation into foreign languages and associated expenses;
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increased management, travel, infrastructure, legal compliance and regulation costs associated with having multiple international operations;
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sales and customer service challenges associated with operating in different countries;
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data privacy laws that require customer data to be stored and processed in a designated territory;
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difficulties in staffing and managing foreign operations;
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different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;
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new and different sources of competition;
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weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;
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laws and business practices favoring local competitors;
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compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations;
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increased financial accounting and reporting burdens and complexities;
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restrictions on the transfer of funds;
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adverse tax consequences; and
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unstable regional and economic political conditions.
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inability to integrate or benefit from acquired technologies or services in a profitable manner;
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unanticipated costs or liabilities associated with the acquisition;
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incurrence of acquisition-related costs;
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difficulty integrating the accounting systems, operations and personnel of the acquired business;
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difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;
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difficulty converting the customers of the acquired business onto our solutions and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company;
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diversion of management’s attention from other business concerns;
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adverse effects to our existing business relationships with business partners and customers as a result of the acquisition;
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the potential loss of key employees;
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use of resources that are needed in other parts of our business; and
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use of substantial portions of our available cash to consummate the acquisition.
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actual or anticipated fluctuations in our financial condition and operating results;
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changes in projected operational and financial results;
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addition or loss of significant customers;
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changes in laws or regulations applicable to our solutions;
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actual or anticipated changes in our growth rate relative to our competitors;
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announcements of technological innovations or new offerings by us or our competitors;
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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;
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additions or departures of key personnel;
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changes in our financial guidance or securities analysts’ estimates of our financial performance;
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discussion of us or our stock price by the financial press and in online investor communities;
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changes in accounting principles;
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announcements related to litigation;
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fluctuations in the valuation of companies perceived by investors to be comparable to us;
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sales of our Class A or Class B common stock by us or our stockholders;
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share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
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general economic and market conditions.
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establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;
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provide that our directors may be removed only for cause;
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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;
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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;
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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);
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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;
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authorize our board of directors to issue, without further action by the stockholders, up to 100,000,000 shares of undesignated preferred stock;
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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
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reflect two classes of common stock, as discussed above.
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Prices
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||||||
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High
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Low
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Year ended December 31, 2016
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||||
Fourth quarter
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$
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18.11
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$
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12.65
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Third quarter
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$
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19.04
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$
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13.19
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Second quarter
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$
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14.05
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$
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11.14
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First quarter
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$
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17.48
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$
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10.92
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Year ended December 31, 2015
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Fourth quarter
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$
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18.80
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$
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14.94
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Third quarter
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$
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16.34
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$
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12.83
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Second quarter
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$
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15.00
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$
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12.69
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First quarter
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$
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16.53
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$
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12.25
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Year ended December 31,
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2016
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2015
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2014
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2013
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2012
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||||||||||
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(in thousands, except share and per share information)
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Revenue
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||||||||||
Subscription and support
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$
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143,120
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$
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116,288
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$
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91,317
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$
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65,164
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$
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34,702
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Professional services
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35,526
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28,984
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21,377
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19,987
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|
18,236
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|||||
Total revenue
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178,646
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145,272
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|
112,694
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|
85,151
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|
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52,938
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|||||
Cost of revenue
|
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||||||||||
Subscription and support(1)
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27,895
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22,559
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21,182
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15,129
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|
|
9,262
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|||||
Professional services(1)
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23,730
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|
17,645
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12,696
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9,520
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9,780
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|||||
Total cost of revenue
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51,625
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|
40,204
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|
|
33,878
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|
24,649
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|
|
19,042
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|
|||||
Gross profit
|
127,021
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|
105,068
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|
|
78,816
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|
60,502
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|
|
33,896
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|||||
Operating expenses
|
|
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|
|
|
|
|
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|
||||||||||
Research and development(1)
|
57,438
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50,466
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44,145
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34,116
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|
|
18,385
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|
|||||
Sales and marketing(1)
|
80,466
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69,569
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|
53,498
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|
|
41,067
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|
|
27,537
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|
|||||
General and administrative(1)(2)
|
32,695
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|
|
28,716
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|
19,783
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|
|
14,601
|
|
|
16,177
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|
|||||
Total operating expenses
|
170,599
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|
|
148,751
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|
|
117,426
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|
|
89,784
|
|
|
62,099
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|
|||||
Loss from operations
|
(43,578
|
)
|
|
(43,683
|
)
|
|
(38,610
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)
|
|
(29,282
|
)
|
|
(28,203
|
)
|
|||||
Interest expense
|
(1,875
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)
|
|
(2,025
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)
|
|
(2,044)
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|
(366
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)
|
|
(1,521
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)
|
||||||
Other income and (expense), net(3)
|
1,500
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|
|
2,302
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(468
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)
|
|
104
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|
|
(861
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)
|
|||||
Loss before provision for income taxes
|
(43,953
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)
|
|
(43,406
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)
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|
(41,122
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)
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|
(29,544
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)
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(30,585
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)
|
|||||
Provision (benefit) for income taxes
|
24
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|
(7
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)
|
|
32
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|
|
—
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|
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—
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|
|||||
Net loss
|
$
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(43,977
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)
|
|
$
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(43,399
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)
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|
$
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(41,154
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)
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|
$
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(29,544
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)
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|
$
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(30,585
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)
|
Net loss per common share:
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|
|
|
|
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|
|
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|
||||||||||
Basic and diluted
|
$
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(1.08
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)
|
|
$
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(1.09
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)
|
|
$
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(1.28
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)
|
|
$
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(0.94
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)
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|
$
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(1.16
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)
|
Weighted-average common shares outstanding - basic and diluted
|
40,671,133
|
|
|
39,852,624
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|
|
32,156,060
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|
|
31,376,603
|
|
|
26,390,099
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2016
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|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
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(in thousands)
|
||||||||||||||||||
Cost of revenue
|
|
|
|
|
|
|
|
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|
||||||||||
Subscription and support
|
$
|
493
|
|
|
$
|
363
|
|
|
$
|
502
|
|
|
$
|
200
|
|
|
$
|
80
|
|
Professional services
|
411
|
|
|
349
|
|
|
337
|
|
|
171
|
|
|
144
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
2,365
|
|
|
1,924
|
|
|
1,757
|
|
|
762
|
|
|
194
|
|
|||||
Sales and marketing
|
2,075
|
|
|
1,727
|
|
|
1,241
|
|
|
799
|
|
|
293
|
|
|||||
General and administrative(2)
|
8,903
|
|
|
6,637
|
|
|
3,548
|
|
|
1,438
|
|
|
7,418
|
|
|||||
Total stock-based compensation expense
|
$
|
14,247
|
|
|
$
|
11,000
|
|
|
$
|
7,385
|
|
|
$
|
3,370
|
|
|
$
|
8,129
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
51,281
|
|
|
$
|
58,750
|
|
|
$
|
101,131
|
|
|
$
|
15,515
|
|
|
$
|
24,979
|
|
Working capital, excluding deferred revenue and deferred government grant obligation
|
75,193
|
|
|
70,520
|
|
|
94,740
|
|
|
19,926
|
|
|
28,063
|
|
|||||
Total assets
|
143,143
|
|
|
143,895
|
|
|
164,551
|
|
|
73,944
|
|
|
53,522
|
|
|||||
Deferred revenue, current and long term
|
97,501
|
|
|
63,338
|
|
|
56,276
|
|
|
36,385
|
|
|
18,165
|
|
|||||
Total current liabilities
|
99,887
|
|
|
84,084
|
|
|
66,730
|
|
|
43,425
|
|
|
26,404
|
|
|||||
Total non-current liabilities
|
46,381
|
|
|
34,092
|
|
|
42,002
|
|
|
37,306
|
|
|
14,971
|
|
|||||
Total stockholders’ (deficit) equity
|
(3,125
|
)
|
|
25,719
|
|
|
55,819
|
|
—
|
|
|
—
|
|
||||||
Total members’ equity (deficit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,787
|
)
|
|
12,147
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands)
|
||||||||||
Financial metrics
|
|
|
|
|
|
||||||
Total revenue
|
$
|
178,646
|
|
|
$
|
145,272
|
|
|
$
|
112,694
|
|
Year-over-year percentage increase in total revenue
|
23.0
|
%
|
|
28.9
|
%
|
|
32.3
|
%
|
|||
Subscription and support revenue
|
$
|
143,120
|
|
|
$
|
116,288
|
|
|
$
|
91,317
|
|
Year-over-year percentage increase in subscription and support revenue
|
23.1
|
%
|
|
27.3
|
%
|
|
40.1
|
%
|
|||
Subscription and support as a percent of total revenue
|
80.1
|
%
|
|
80.0
|
%
|
|
81.0
|
%
|
|
As of December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Operating metrics
|
|
|
|
|
|
|||
Number of customers
|
2,772
|
|
|
2,524
|
|
|
2,261
|
|
Subscription and support revenue retention rate
|
95.4
|
%
|
|
95.8
|
%
|
|
97.0
|
%
|
Subscription and support revenue retention rate including add-ons
|
107.4
|
%
|
|
112.5
|
%
|
|
104.1
|
%
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Subscription and support
|
$
|
143,120
|
|
|
$
|
116,288
|
|
|
$
|
91,317
|
|
Professional services
|
35,526
|
|
|
28,984
|
|
|
21,377
|
|
|||
Total revenue
|
178,646
|
|
|
145,272
|
|
|
112,694
|
|
|||
Cost of revenue
|
|
|
|
|
|
||||||
Subscription and support(1)
|
27,895
|
|
|
22,559
|
|
|
21,182
|
|
|||
Professional services(1)
|
23,730
|
|
|
17,645
|
|
|
12,696
|
|
|||
Total cost of revenue
|
51,625
|
|
|
40,204
|
|
|
33,878
|
|
|||
Gross profit
|
127,021
|
|
|
105,068
|
|
|
78,816
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development(1)
|
57,438
|
|
|
50,466
|
|
|
44,145
|
|
|||
Sales and marketing(1)
|
80,466
|
|
|
69,569
|
|
|
53,498
|
|
|||
General and administrative(1)
|
32,695
|
|
|
28,716
|
|
|
19,783
|
|
|||
Total operating expenses
|
170,599
|
|
|
148,751
|
|
|
117,426
|
|
|||
Loss from operations
|
(43,578
|
)
|
|
(43,683
|
)
|
|
(38,610
|
)
|
|||
Interest expense
|
(1,875
|
)
|
|
(2,025
|
)
|
|
(2,044
|
)
|
|||
Other income and (expense), net
|
1,500
|
|
|
2,302
|
|
|
(468
|
)
|
|||
Loss before provision for income taxes
|
(43,953
|
)
|
|
(43,406
|
)
|
|
(41,122
|
)
|
|||
Provision (benefit) for income taxes
|
24
|
|
|
(7
|
)
|
|
32
|
|
|||
Net loss
|
$
|
(43,977
|
)
|
|
$
|
(43,399
|
)
|
|
$
|
(41,154
|
)
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Cost of revenue
|
|
|
|
|
|
||||||
Subscription and support
|
$
|
493
|
|
|
$
|
363
|
|
|
$
|
502
|
|
Professional services
|
411
|
|
|
349
|
|
|
337
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
|
2,365
|
|
|
1,924
|
|
|
1,757
|
|
|||
Sales and marketing
|
2,075
|
|
|
1,727
|
|
|
1,241
|
|
|||
General and administrative
|
8,903
|
|
|
6,637
|
|
|
3,548
|
|
|||
Total stock-based compensation expense
|
$
|
14,247
|
|
|
$
|
11,000
|
|
|
$
|
7,385
|
|
|
Year ended December 31,
|
|
Period-to-period change
|
||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
% Change
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
||||||
Subscription and support
|
$
|
143,120
|
|
|
$
|
116,288
|
|
|
$
|
26,832
|
|
|
23.1%
|
Professional services
|
35,526
|
|
|
28,984
|
|
|
6,542
|
|
|
22.6%
|
|||
Total revenue
|
$
|
178,646
|
|
|
$
|
145,272
|
|
|
$
|
33,374
|
|
|
23.0%
|
|
Year ended December 31,
|
|
Period-to-period change
|
||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
% Change
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
||||||
Subscription and support
|
$
|
116,288
|
|
|
$
|
91,317
|
|
|
$
|
24,971
|
|
|
27.3%
|
Professional services
|
28,984
|
|
|
21,377
|
|
|
7,607
|
|
|
35.6%
|
|||
Total revenue
|
$
|
145,272
|
|
|
$
|
112,694
|
|
|
$
|
32,578
|
|
|
28.9%
|
|
Year ended December 31,
|
|
Period-to-period change
|
||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
% Change
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Cost of revenue
|
|
|
|
|
|
|
|
||||||
Subscription and support
|
$
|
27,895
|
|
|
$
|
22,559
|
|
|
$
|
5,336
|
|
|
23.7%
|
Professional services
|
23,730
|
|
|
17,645
|
|
|
6,085
|
|
|
34.5%
|
|||
Total cost of revenue
|
$
|
51,625
|
|
|
$
|
40,204
|
|
|
$
|
11,421
|
|
|
28.4%
|
|
Year ended December 31,
|
|
Period-to-period change
|
||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
% Change
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Cost of revenue
|
|
|
|
|
|
|
|
||||||
Subscription and support
|
$
|
22,559
|
|
|
$
|
21,182
|
|
|
$
|
1,377
|
|
|
6.5%
|
Professional services
|
17,645
|
|
|
12,696
|
|
|
4,949
|
|
|
39.0%
|
|||
Total cost of revenue
|
$
|
40,204
|
|
|
$
|
33,878
|
|
|
$
|
6,326
|
|
|
18.7%
|
|
Year ended December 31,
|
|
Period-to-period change
|
||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
% Change
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
57,438
|
|
|
$
|
50,466
|
|
|
$
|
6,972
|
|
|
13.8%
|
Sales and marketing
|
80,466
|
|
|
69,569
|
|
|
10,897
|
|
|
15.7%
|
|||
General and administrative
|
32,695
|
|
|
28,716
|
|
|
3,979
|
|
|
13.9%
|
|||
Total operating expenses
|
$
|
170,599
|
|
|
$
|
148,751
|
|
|
$
|
21,848
|
|
|
14.7%
|
|
Year ended December 31,
|
|
Period-to-period change
|
||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
% Change
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
50,466
|
|
|
$
|
44,145
|
|
|
$
|
6,321
|
|
|
14.3%
|
Sales and marketing
|
69,569
|
|
|
53,498
|
|
|
16,071
|
|
|
30.0%
|
|||
General and administrative
|
28,716
|
|
|
19,783
|
|
|
8,933
|
|
|
45.2%
|
|||
Total operating expenses
|
$
|
148,751
|
|
|
$
|
117,426
|
|
|
$
|
31,325
|
|
|
26.7%
|
|
Year ended December 31,
|
|
Period-to-period change
|
||||||||
|
2016
|
|
2015
|
|
Amount
|
||||||
|
(dollars in thousands)
|
||||||||||
Interest expense
|
$
|
(1,875
|
)
|
|
$
|
(2,025
|
)
|
|
$
|
150
|
|
Other income, net
|
1,500
|
|
|
2,302
|
|
|
(802
|
)
|
|
Year ended December 31,
|
|
Period-to-period change
|
||||||||
|
2015
|
|
2014
|
|
Amount
|
||||||
|
(dollars in thousands)
|
||||||||||
Interest expense
|
$
|
(2,025
|
)
|
|
$
|
(2,044
|
)
|
|
$
|
19
|
|
Other income and (expense), net
|
2,302
|
|
|
(468
|
)
|
|
2,770
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Cash flow used in operating activities
|
$
|
(10,369
|
)
|
|
$
|
(21,592
|
)
|
|
$
|
(3,505
|
)
|
Cash flow provided by (used in) investing activities
|
3,805
|
|
|
(19,777
|
)
|
|
(4,096
|
)
|
|||
Cash flow (used in) provided by financing activities
|
(895
|
)
|
|
(1,102
|
)
|
|
93,155
|
|
|||
Net (decrease) increase in cash and equivalents, net of impact on exchange rates
|
$
|
(7,469
|
)
|
|
$
|
(42,381
|
)
|
|
$
|
85,616
|
|
|
|
|
|
Payments due by period
|
||||||||||||||||
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Operating lease obligations relating to office facilities
|
|
$
|
21,738
|
|
|
$
|
3,235
|
|
|
$
|
5,935
|
|
|
$
|
4,436
|
|
|
$
|
8,132
|
|
Capital lease obligations, including interest for technology and equipment
|
|
480
|
|
|
414
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|||||
Financing obligations, including interest for building
|
|
41,032
|
|
|
2,458
|
|
|
5,439
|
|
|
5,518
|
|
|
27,617
|
|
|||||
Total contractual obligations
|
|
$
|
63,250
|
|
|
$
|
6,107
|
|
|
$
|
11,440
|
|
|
$
|
9,954
|
|
|
$
|
35,749
|
|
•
|
Persuasive evidence of an arrangement exists;
|
•
|
The service has been or is being provided to the customer;
|
•
|
Collection of the fees is reasonably assured; and
|
•
|
The amount of fees to be paid by the customer is fixed or determinable.
|
•
|
Fair Value of Our Common Stock: The fair value of our common stock is based on the closing price of our Class A common stock on the New York Stock Exchange.
|
•
|
Risk-Free Interest Rate: We base the risk-free interest rate used in the Black-Scholes option pricing model on the implied yield available on U.S. Treasury STRIPS with remaining terms similar to the expected term on the options.
|
•
|
Expected Term: We estimate the expected term using the simplified method due to the lack of historical exercise activity for our company. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award.
|
•
|
Volatility: Due to the limited trading history of our common stock, we estimate volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected life.
|
•
|
Dividend yield: We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero.
|
|
Year ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Expected term (in years)
|
6.0 - 6.1
|
|
6.1
|
|
5.0 - 10.0
|
Risk-free interest rate
|
1.15% - 2.08%
|
|
1.35% - 1.93%
|
|
1.52% - 2.80%
|
Expected volatility
|
43.0% - 45.3%
|
|
42.4% - 47.1%
|
|
45.8% - 52.5%
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
Page
|
|
WORKIVA INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
|
|||||||
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
51,281
|
|
|
$
|
58,750
|
|
Marketable securities
|
11,435
|
|
|
17,420
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $900 and $713 at December 31, 2016 and December 31, 2015, respectively
|
22,535
|
|
|
15,647
|
|
||
Deferred commissions
|
1,864
|
|
|
1,368
|
|
||
Other receivables
|
1,545
|
|
|
818
|
|
||
Prepaid expenses
|
9,382
|
|
|
3,875
|
|
||
Total current assets
|
98,042
|
|
|
97,878
|
|
||
|
|
|
|
||||
Property and equipment, net
|
42,590
|
|
|
44,410
|
|
||
Intangible assets, net
|
1,012
|
|
|
896
|
|
||
Other assets
|
1,499
|
|
|
711
|
|
||
Total assets
|
$
|
143,143
|
|
|
$
|
143,895
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|||||||
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
849
|
|
|
$
|
5,138
|
|
Accrued expenses and other current liabilities
|
20,695
|
|
|
20,394
|
|
||
Deferred revenue
|
76,016
|
|
|
55,741
|
|
||
Deferred government grant obligation
|
1,022
|
|
|
985
|
|
||
Current portion of capital lease and financing obligations
|
1,285
|
|
|
1,808
|
|
||
Current portion of long-term debt
|
20
|
|
|
18
|
|
||
Total current liabilities
|
99,887
|
|
|
84,084
|
|
||
|
|
|
|
|
|||
Deferred revenue
|
21,485
|
|
|
7,597
|
|
||
Deferred government grant obligation
|
1,000
|
|
|
1,996
|
|
||
Other long-term liabilities
|
4,100
|
|
|
3,343
|
|
||
Capital lease and financing obligations
|
19,743
|
|
|
21,083
|
|
||
Long-term debt
|
53
|
|
|
73
|
|
||
Total liabilities
|
146,268
|
|
|
118,176
|
|
||
|
|
|
|
||||
Stockholders’ (deficit) equity
|
|
|
|
||||
Class A common stock, $0.001 par value per share, 1,000,000,000 shares authorized, 30,369,199 and 29,014,665 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
30
|
|
|
29
|
|
||
Class B common stock, $0.001 par value per share, 500,000,000 shares authorized, 10,891,888 and 11,933,784 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
11
|
|
|
12
|
|
||
Preferred stock, $0.001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
217,454
|
|
|
202,371
|
|
||
Accumulated deficit
|
(220,911
|
)
|
|
(176,934
|
)
|
||
Accumulated other comprehensive income
|
291
|
|
|
241
|
|
||
Total stockholders’ (deficit) equity
|
(3,125
|
)
|
|
25,719
|
|
||
Total liabilities and stockholders’ (deficit) equity
|
$
|
143,143
|
|
|
$
|
143,895
|
|
WORKIVA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
|
|||||||||||
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
|
|
|
|
||||||
Subscription and support
|
$
|
143,120
|
|
|
$
|
116,288
|
|
|
$
|
91,317
|
|
Professional services
|
35,526
|
|
|
28,984
|
|
|
21,377
|
|
|||
Total revenue
|
178,646
|
|
|
145,272
|
|
|
112,694
|
|
|||
Cost of revenue
|
|
|
|
|
|
||||||
Subscription and support
|
27,895
|
|
|
22,559
|
|
|
21,182
|
|
|||
Professional services
|
23,730
|
|
|
17,645
|
|
|
12,696
|
|
|||
Total cost of revenue
|
51,625
|
|
|
40,204
|
|
|
33,878
|
|
|||
Gross profit
|
127,021
|
|
|
105,068
|
|
|
78,816
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
|
57,438
|
|
|
50,466
|
|
|
44,145
|
|
|||
Sales and marketing
|
80,466
|
|
|
69,569
|
|
|
53,498
|
|
|||
General and administrative
|
32,695
|
|
|
28,716
|
|
|
19,783
|
|
|||
Total operating expenses
|
170,599
|
|
|
148,751
|
|
|
117,426
|
|
|||
Loss from operations
|
(43,578
|
)
|
|
(43,683
|
)
|
|
(38,610
|
)
|
|||
Interest expense
|
(1,875
|
)
|
|
(2,025
|
)
|
|
(2,044
|
)
|
|||
Other income and (expense), net
|
1,500
|
|
|
2,302
|
|
|
(468
|
)
|
|||
Loss before provision for income taxes
|
(43,953
|
)
|
|
(43,406
|
)
|
|
(41,122
|
)
|
|||
Provision (benefit) for income taxes
|
24
|
|
|
(7
|
)
|
|
32
|
|
|||
Net loss
|
$
|
(43,977
|
)
|
|
$
|
(43,399
|
)
|
|
$
|
(41,154
|
)
|
Net loss per common share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(1.08
|
)
|
|
$
|
(1.09
|
)
|
|
$
|
(1.28
|
)
|
Weighted-average common shares outstanding - basic and diluted
|
40,671,133
|
|
|
39,852,624
|
|
|
32,156,060
|
|
WORKIVA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
|
|||||||||||
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net loss
|
$
|
(43,977
|
)
|
|
$
|
(43,399
|
)
|
|
$
|
(41,154
|
)
|
Other comprehensive income, net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of income tax (expense) of ($13), ($101) and $0 for the years ended December 31, 2016, 2015 and 2014, respectively
|
18
|
|
|
133
|
|
|
93
|
|
|||
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available-for-sale securities, net of income tax (expense) benefit of ($19), $25, and $0 for the years ended December 31, 2016, 2015 and 2014, respectively
|
32
|
|
|
(39
|
)
|
|
60
|
|
|||
Reclassification of realized net losses on available-for-sale securities to net loss
|
—
|
|
|
—
|
|
|
136
|
|
|||
Available-for-sale securities
|
32
|
|
|
(39
|
)
|
|
196
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income, net of tax
|
50
|
|
|
94
|
|
|
289
|
|
|||
Comprehensive loss
|
$
|
(43,927
|
)
|
|
$
|
(43,305
|
)
|
|
$
|
(40,865
|
)
|
WORKIVA INC.
CONSOLIDATED STATEMENTS OF MEMBERS’ AND STOCKHOLDERS’ (DEFICIT) EQUITY
(in thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Series A Preferred Units
|
|
Series B Preferred Units
|
|
Series C Preferred Units
|
|
Common Units
|
|
Appreciation and Participation Units
|
|
Common Stock (Class A and B)
|
|
Additional Paid-in-Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total Members’ and Stockholders' (Deficit) Equity
|
||||||||||||||||||||||||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||||||||||||||
Balances at December 31, 2013
|
21,050
|
|
|
$
|
(10,602
|
)
|
|
15,665
|
|
|
$
|
(6,910
|
)
|
|
10,486
|
|
|
$
|
7,070
|
|
|
18,954
|
|
|
$
|
160
|
|
|
21,679
|
|
|
$
|
3,637
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(142
|
)
|
|
$
|
—
|
|
|
$
|
(6,787
|
)
|
Issuance of units in connection with vesting of restricted appreciation and participation units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,915
|
|
||||||||||
Exercise of common unit options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
364
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
566
|
|
||||||||||
Distribution to members
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(625
|
)
|
||||||||||
Net loss prior to corporate conversion
|
—
|
|
|
(6,567
|
)
|
|
—
|
|
|
(4,887
|
)
|
|
—
|
|
|
(10,343
|
)
|
|
—
|
|
|
(6,592
|
)
|
|
—
|
|
|
(6,857
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,246
|
)
|
||||||||||
Other comprehensive income prior to corporate conversion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
|
—
|
|
|
272
|
|
||||||||||
Effect of corporate conversion on December 10, 2014
|
(21,050
|
)
|
|
17,318
|
|
|
(15,665
|
)
|
|
11,908
|
|
|
(10,486
|
)
|
|
3,347
|
|
|
(19,318
|
)
|
|
(913
|
)
|
|
(21,982
|
)
|
|
3,375
|
|
|
31,978
|
|
|
32
|
|
|
92,559
|
|
|
—
|
|
|
(127,626
|
)
|
|
—
|
|
||||||||||
Proceeds from initial public offering, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,200
|
|
|
7
|
|
|
90,420
|
|
|
—
|
|
|
—
|
|
|
90,427
|
|
||||||||||
Conversion of debt to common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
407
|
|
|
—
|
|
|
5,704
|
|
|
—
|
|
|
—
|
|
|
5,704
|
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
470
|
|
|
—
|
|
|
—
|
|
|
470
|
|
||||||||||
Grant of restricted stock award
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,909
|
)
|
|
(5,909
|
)
|
||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||||||
Balances at December 31, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
39,641
|
|
|
$
|
39
|
|
|
$
|
189,168
|
|
|
$
|
147
|
|
|
$
|
(133,535
|
)
|
|
$
|
55,819
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,000
|
|
|
—
|
|
|
—
|
|
|
11,000
|
|
||||||||||
Grant of restricted stock award
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
707
|
|
|
2
|
|
|
2,242
|
|
|
—
|
|
|
—
|
|
|
2,244
|
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,399
|
)
|
|
(43,399
|
)
|
||||||||||
Distribution to members
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
||||||||||
Cost of offering
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
||||||||||
Balances at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
40,948
|
|
|
$
|
41
|
|
|
$
|
202,371
|
|
|
$
|
241
|
|
|
$
|
(176,934
|
)
|
|
$
|
25,719
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,247
|
|
|
—
|
|
|
—
|
|
|
14,247
|
|
||||||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
1,597
|
|
|
—
|
|
|
—
|
|
|
1,597
|
|
||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(761
|
)
|
|
—
|
|
|
—
|
|
|
(761
|
)
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,977
|
)
|
|
(43,977
|
)
|
||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
||||||||||
Balances at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
41,261
|
|
|
$
|
41
|
|
|
$
|
217,454
|
|
|
$
|
291
|
|
|
$
|
(220,911
|
)
|
|
$
|
(3,125
|
)
|
WORKIVA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|||||||||||
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(43,977
|
)
|
|
$
|
(43,399
|
)
|
|
$
|
(41,154
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
3,820
|
|
|
4,410
|
|
|
3,877
|
|
|||
Stock-based compensation expense
|
14,247
|
|
|
11,000
|
|
|
7,385
|
|
|||
Provision for doubtful accounts
|
185
|
|
|
449
|
|
|
123
|
|
|||
Accretion of discount on convertible note
|
—
|
|
|
—
|
|
|
266
|
|
|||
Paid-in-kind interest on convertible note
|
—
|
|
|
—
|
|
|
134
|
|
|||
Change in fair value of derivative liability
|
—
|
|
|
—
|
|
|
193
|
|
|||
Loss on early extinguishment of convertible note
|
—
|
|
|
—
|
|
|
111
|
|
|||
Realized (gain) loss on sale of available-for-sale securities, net
|
(6
|
)
|
|
(13
|
)
|
|
136
|
|
|||
Amortization of premiums and discounts on marketable securities, net
|
147
|
|
|
77
|
|
|
—
|
|
|||
Recognition of deferred government grant obligation
|
(1,141
|
)
|
|
(2,383
|
)
|
|
(99
|
)
|
|||
Deferred income tax
|
(32
|
)
|
|
(76
|
)
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(7,101
|
)
|
|
(5,080
|
)
|
|
2,602
|
|
|||
Deferred commissions
|
(497
|
)
|
|
(520
|
)
|
|
(553
|
)
|
|||
Other receivables
|
(732
|
)
|
|
(523
|
)
|
|
155
|
|
|||
Prepaid expenses
|
(5,513
|
)
|
|
(734
|
)
|
|
(2,251
|
)
|
|||
Other assets
|
(654
|
)
|
|
81
|
|
|
(52
|
)
|
|||
Accounts payable
|
(3,930
|
)
|
|
2,331
|
|
|
(1,530
|
)
|
|||
Deferred revenue
|
34,211
|
|
|
7,297
|
|
|
19,961
|
|
|||
Accrued expenses and other liabilities
|
604
|
|
|
5,390
|
|
|
7,137
|
|
|||
Change in restricted cash
|
—
|
|
|
101
|
|
|
54
|
|
|||
Net cash used in operating activities
|
(10,369
|
)
|
|
(21,592
|
)
|
|
(3,505
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(1,901
|
)
|
|
(1,843
|
)
|
|
(8,566
|
)
|
|||
Purchase of marketable securities
|
(1,301
|
)
|
|
(24,069
|
)
|
|
—
|
|
|||
Sale of marketable securities
|
7,197
|
|
|
6,521
|
|
|
4,864
|
|
|||
Purchase of intangible assets
|
(190
|
)
|
|
(386
|
)
|
|
(394
|
)
|
|||
Net cash provided by (used in) investing activities
|
3,805
|
|
|
(19,777
|
)
|
|
(4,096
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Payment of equity issuance costs
|
—
|
|
|
(1,346
|
)
|
|
—
|
|
|||
Proceeds from public offering, net of underwriters' discount and offering costs
|
—
|
|
|
—
|
|
|
91,769
|
|
|||
Proceeds from issuance of convertible notes
|
—
|
|
|
—
|
|
|
5,000
|
|
|||
Proceeds from option exercises
|
1,597
|
|
|
2,244
|
|
|
580
|
|
|||
Taxes paid related to net share settlements of stock-based compensation awards
|
(761
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in restricted cash
|
—
|
|
|
300
|
|
|
(275
|
)
|
|||
Repayment of other long-term debt
|
(18
|
)
|
|
(84
|
)
|
|
(2,365
|
)
|
|||
Principal payments on capital lease and financing obligations
|
(1,863
|
)
|
|
(2,282
|
)
|
|
(1,338
|
)
|
|||
Distributions to members
|
—
|
|
|
(381
|
)
|
|
(279
|
)
|
|||
Proceeds from borrowings on line of credit
|
—
|
|
|
—
|
|
|
3,020
|
|
|||
Proceeds from government grants
|
183
|
|
|
548
|
|
|
2,194
|
|
|||
Payments of issuance costs on line of credit
|
(33
|
)
|
|
—
|
|
|
(113
|
)
|
|||
Repayment of line of credit
|
—
|
|
|
—
|
|
|
(5,038
|
)
|
|||
Repayment of government grant
|
—
|
|
|
(101
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(895
|
)
|
|
(1,102
|
)
|
|
93,155
|
|
|||
Effect of foreign exchange rates on cash
|
(10
|
)
|
|
90
|
|
|
62
|
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(7,469
|
)
|
|
(42,381
|
)
|
|
85,616
|
|
|||
Cash and cash equivalents at beginning of year
|
58,750
|
|
|
101,131
|
|
|
15,515
|
|
|||
Cash and cash equivalents at end of year
|
$
|
51,281
|
|
|
$
|
58,750
|
|
|
$
|
101,131
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosure
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
1,835
|
|
|
$
|
2,048
|
|
|
$
|
1,678
|
|
Cash paid for income taxes, net of refunds
|
$
|
47
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of noncash investing and financing activities
|
|
|
|
|
|
||||||
Fixed assets acquired through financing obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,478
|
|
Fixed assets acquired through capital lease arrangements
|
$
|
—
|
|
|
$
|
527
|
|
|
$
|
1,677
|
|
Derivative liability reclassified upon settlement of convertible notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,392
|
|
Conversion of convertible notes and accrued interest into Class A common stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,312
|
|
Accrued distributions to members
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
346
|
|
Initial public offering cost accruals
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,342
|
|
Government grant recorded against property and equipment, net
|
$
|
—
|
|
|
$
|
908
|
|
|
$
|
—
|
|
Allowance for tenant improvements
|
$
|
481
|
|
|
$
|
698
|
|
|
$
|
1,301
|
|
Purchases of property and equipment, accrued but not paid
|
$
|
—
|
|
|
$
|
354
|
|
|
$
|
—
|
|
•
|
There is persuasive evidence of an arrangement;
|
•
|
The service has been or is being provided to the customer;
|
•
|
Collection of the fees is reasonably assured; and
|
•
|
The amount of fees to be paid by the customer is fixed or determinable.
|
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Aggregate Fair Value
|
||||||||
U.S. treasury debt securities
|
|
$
|
3,503
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
3,498
|
|
U.S. corporate debt securities
|
|
7,943
|
|
|
1
|
|
|
(7
|
)
|
|
7,937
|
|
||||
Money market funds
|
|
43,496
|
|
|
—
|
|
|
—
|
|
|
43,496
|
|
||||
|
|
$
|
54,942
|
|
|
$
|
1
|
|
|
$
|
(12
|
)
|
|
$
|
54,931
|
|
Included in cash and cash equivalents
|
|
$
|
43,496
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,496
|
|
Included in marketable securities
|
|
$
|
11,446
|
|
|
$
|
1
|
|
|
$
|
(12
|
)
|
|
$
|
11,435
|
|
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Aggregate Fair Value
|
||||||||
U.S. treasury debt securities
|
|
$
|
4,805
|
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
4,774
|
|
U.S. corporate debt securities
|
|
12,679
|
|
|
1
|
|
|
(34
|
)
|
|
12,646
|
|
||||
Money market funds
|
|
53,365
|
|
|
—
|
|
|
—
|
|
|
53,365
|
|
||||
|
|
$
|
70,849
|
|
|
$
|
1
|
|
|
$
|
(65
|
)
|
|
$
|
70,785
|
|
Included in cash and cash equivalents
|
|
$
|
53,365
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,365
|
|
Included in marketable securities
|
|
$
|
17,484
|
|
|
$
|
1
|
|
|
$
|
(65
|
)
|
|
$
|
17,420
|
|
|
|
As of December 31, 2016
|
||||||||||||||
|
|
Less than 12 months
|
|
12 months or greater
|
||||||||||||
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||
U.S. treasury debt securities
|
|
$
|
3,498
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. corporate debt securities
|
|
7,135
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
10,633
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Buildings
|
$
|
36,603
|
|
|
$
|
36,596
|
|
Computers, equipment and software
|
5,954
|
|
|
7,286
|
|
||
Furniture and fixtures
|
8,283
|
|
|
7,484
|
|
||
Vehicles
|
97
|
|
|
148
|
|
||
Leasehold improvements
|
4,682
|
|
|
3,697
|
|
||
Construction in process
|
—
|
|
|
168
|
|
||
|
55,619
|
|
|
55,379
|
|
||
Less: accumulated depreciation and amortization
|
(13,029
|
)
|
|
(10,969
|
)
|
||
|
$
|
42,590
|
|
|
$
|
44,410
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Buildings
|
$
|
36,603
|
|
|
$
|
36,596
|
|
Computers and equipment
|
1,747
|
|
|
3,254
|
|
||
|
38,350
|
|
|
39,850
|
|
||
Less: accumulated amortization
|
(5,134
|
)
|
|
(4,511
|
)
|
||
|
$
|
33,216
|
|
|
$
|
35,339
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued vacation
|
$
|
4,368
|
|
|
$
|
3,604
|
|
Accrued commissions
|
2,382
|
|
|
2,470
|
|
||
Accrued bonuses
|
8,927
|
|
|
9,598
|
|
||
Estimated health insurance claims
|
1,210
|
|
|
900
|
|
||
Accrued other liabilities
|
3,808
|
|
|
3,822
|
|
||
|
$
|
20,695
|
|
|
$
|
20,394
|
|
|
For the year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
$
|
286
|
|
|
$
|
151
|
|
|
$
|
73
|
|
Recognition of IEDA government grant
|
—
|
|
|
1,638
|
|
|
—
|
|
|||
Income from training reimbursement program
|
1,141
|
|
|
744
|
|
|
99
|
|
|||
Change in fair value of derivative
|
—
|
|
|
—
|
|
|
(193
|
)
|
|||
Loss on early extinguishment of convertible note
|
—
|
|
|
—
|
|
|
(111
|
)
|
|||
Gains (losses) on foreign currency transactions
|
67
|
|
|
(293
|
)
|
|
(141
|
)
|
|||
Other
|
6
|
|
|
62
|
|
|
(195
|
)
|
|||
|
$
|
1,500
|
|
|
$
|
2,302
|
|
|
$
|
(468
|
)
|
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.
|
|
|
Fair Value Measurements as of December 31, 2016
|
|
Fair Value Measurements as of December 31, 2015
|
||||||||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Money market funds
|
|
$
|
43,496
|
|
|
$
|
43,496
|
|
|
$
|
—
|
|
|
$
|
53,365
|
|
|
$
|
53,365
|
|
|
$
|
—
|
|
U.S. treasury debt securities
|
|
3,498
|
|
|
—
|
|
|
3,498
|
|
|
4,774
|
|
|
—
|
|
|
4,774
|
|
||||||
U.S. corporate debt securities
|
|
7,937
|
|
|
—
|
|
|
7,937
|
|
|
12,646
|
|
|
—
|
|
|
12,646
|
|
||||||
|
|
$
|
54,931
|
|
|
$
|
43,496
|
|
|
$
|
11,435
|
|
|
$
|
70,785
|
|
|
$
|
53,365
|
|
|
$
|
17,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Included in cash and cash equivalents
|
|
$
|
43,496
|
|
|
|
|
|
|
|
|
$
|
53,365
|
|
|
|
|
|
|
|
||||
Included in marketable securities
|
|
$
|
11,435
|
|
|
|
|
|
|
|
|
$
|
17,420
|
|
|
|
|
|
|
|
Operating Leases
|
|
Capital Leases
|
|
Financing Obligations
|
||||||
2017
|
|
$
|
3,235
|
|
|
$
|
414
|
|
|
$
|
2,458
|
|
2018
|
|
3,343
|
|
|
66
|
|
|
2,703
|
|
|||
2019
|
|
2,592
|
|
|
—
|
|
|
2,736
|
|
|||
2020
|
|
2,257
|
|
|
—
|
|
|
2,759
|
|
|||
2021
|
|
2,179
|
|
|
—
|
|
|
2,759
|
|
|||
Thereafter
|
|
8,132
|
|
|
—
|
|
|
27,617
|
|
|||
Total minimum lease payments
|
|
$
|
21,738
|
|
|
480
|
|
|
41,032
|
|
||
Less: Amount representing interest
|
|
|
|
(19
|
)
|
|
(20,465
|
)
|
||||
Present value of capital lease and financing obligations
|
|
|
|
$
|
461
|
|
|
$
|
20,567
|
|
•
|
First, to each holder of Series B preferred units and Series C preferred units until the cumulative distributions received (including any tax distributions) by holders of Series B preferred units equal $1.00 per Series B unit and the cumulative distribution received (including any tax distributions) by holders of Series C preferred units equal $5.00 per Series C preferred unit, provided that if the amount of distributable cash and property is insufficient to make such distribution in full, then all distributable cash and property shall be distributed to the holders of the Series B preferred and Series C preferred pro rata on the basis of their respective distribution preferences.
|
•
|
Second, to each holder of Series A preferred units until the cumulative distributions received (including any tax distributions) by each holder of a Series A preferred unit equal $0.20 per Series A preferred unit held.
|
•
|
Third, to each holder of common units or capped common units in proportion to the number of units held until the cumulative distributions received (including tax distributions) by each holder of a common unit or capped common unit equals $0.20 per common unit or capped common unit held.
|
•
|
Fourth, pro rata based on the number of units held to the holders of all units other than Series C preferred units based on the number of units held until the cumulative distributions received by each holder of common units and Series A preferred units equals the amount distributed to holders of Series C units, provided that holders of appreciation units or participation units will only receive distributions to the extent that pro rata distributions to all holders exceed the threshold levels of the applicable appreciation or participation units.
|
•
|
Fifth, pro rata to the holders of all units, provided that holders of appreciation units or participation units will only receive distributions to the extent that pro rata distributions to all holders exceed the threshold levels of the appreciation units or participation units.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of revenue
|
|
|
|
|
|
||||||
Subscription and support
|
$
|
493
|
|
|
$
|
363
|
|
|
$
|
502
|
|
Professional services
|
411
|
|
|
349
|
|
|
337
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
|
2,365
|
|
|
1,924
|
|
|
1,757
|
|
|||
Sales and marketing
|
2,075
|
|
|
1,727
|
|
|
1,241
|
|
|||
General and administrative
|
8,903
|
|
|
6,637
|
|
|
3,548
|
|
|||
Total
|
$
|
14,247
|
|
|
$
|
11,000
|
|
|
$
|
7,385
|
|
|
Year ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Expected term (in years)
|
6.0 - 6.1
|
|
6.1
|
|
5.0 - 10.0
|
Risk-free interest rate
|
1.15% - 2.08%
|
|
1.35% - 1.93%
|
|
1.52% - 2.80%
|
Expected volatility
|
43.0% - 45.3%
|
|
42.4% - 47.1%
|
|
45.8% - 52.5%
|
|
Options
|
|
Weighted- Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term (Years) |
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
|
|
(in thousands)
|
|||||
Outstanding at December 31, 2015
|
6,969,133
|
|
|
$
|
11.37
|
|
|
7.7
|
|
$
|
43,287
|
|
Granted
|
1,221,519
|
|
|
15.27
|
|
|
|
|
|
|||
Forfeited
|
(284,243
|
)
|
|
14.70
|
|
|
|
|
|
|||
Exercised
|
(373,954
|
)
|
|
4.43
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
7,532,455
|
|
|
$
|
12.22
|
|
|
7.2
|
|
$
|
19,988
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2016
|
4,369,328
|
|
|
$
|
10.11
|
|
|
6.2
|
|
$
|
19,665
|
|
|
Number of Shares
|
|
Weighted-
Average Grant Date Fair Value |
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
(in thousands)
|
|||||
Outstanding at December 31, 2015
|
600,025
|
|
|
$
|
13.38
|
|
|
$
|
10,542
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|||
Vested
|
(246,690
|
)
|
|
13.35
|
|
|
|
|||
Outstanding at December 31, 2016
|
353,335
|
|
|
$
|
13.40
|
|
|
$
|
4,823
|
|
|
|
Accumulated translation adjustment
|
|
Accumulated unrealized holding gains (losses) on available-for-sale securities
|
|
Accumulated other comprehensive income (loss)
|
||||||
Balance at December 31, 2013
|
|
$
|
54
|
|
|
$
|
(196
|
)
|
|
$
|
(142
|
)
|
Other comprehensive income
|
|
93
|
|
|
60
|
|
|
153
|
|
|||
Reclassification of realized loss
|
|
—
|
|
|
136
|
|
|
136
|
|
|||
Balance at December 31, 2014
|
|
147
|
|
|
—
|
|
|
147
|
|
|||
Other comprehensive income (loss)
|
|
133
|
|
|
(39
|
)
|
|
94
|
|
|||
Balance at December 31, 2015
|
|
280
|
|
|
(39
|
)
|
|
241
|
|
|||
Other comprehensive income
|
|
18
|
|
|
32
|
|
|
50
|
|
|||
Balance at December 31, 2016
|
|
$
|
298
|
|
|
$
|
(7
|
)
|
|
$
|
291
|
|
|
For the year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
(43,952
|
)
|
|
$
|
(42,788
|
)
|
|
$
|
(40,363
|
)
|
Foreign
|
(1
|
)
|
|
(618
|
)
|
|
(759
|
)
|
|||
Total
|
$
|
(43,953
|
)
|
|
$
|
(43,406
|
)
|
|
$
|
(41,122
|
)
|
|
For the year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
Effect of:
|
|
|
|
|
|
||||||
Tax benefit at federal statutory rate
|
$
|
(15,384
|
)
|
|
$
|
(15,192
|
)
|
|
$
|
(14,393
|
)
|
State taxes, net of federal benefit
|
(1,377
|
)
|
|
(1,833
|
)
|
|
(347
|
)
|
|||
Non-taxable flow-through earnings
|
—
|
|
|
—
|
|
|
12,336
|
|
|||
Foreign
|
256
|
|
|
(64
|
)
|
|
(130
|
)
|
|||
Recognition of deferred tax assets
|
—
|
|
|
—
|
|
|
(29,870
|
)
|
|||
Valuation allowance
|
17,013
|
|
|
17,697
|
|
|
32,440
|
|
|||
Other
|
(484
|
)
|
|
(615
|
)
|
|
(4
|
)
|
|||
Total income tax provision
|
$
|
24
|
|
|
$
|
(7
|
)
|
|
$
|
32
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Property and equipment
|
$
|
12
|
|
|
$
|
1
|
|
Accruals and reserves
|
1,104
|
|
|
1,407
|
|
||
Deferred rent
|
1,565
|
|
|
654
|
|
||
Compensation and benefits
|
16,048
|
|
|
12,512
|
|
||
Deferred revenue
|
3,255
|
|
|
5,372
|
|
||
Net operating loss and credits
|
45,625
|
|
|
30,475
|
|
||
Other
|
180
|
|
|
74
|
|
||
Total deferred tax assets
|
67,789
|
|
|
50,495
|
|
||
Valuation allowance
|
(67,225
|
)
|
|
(50,212
|
)
|
||
Total deferred tax assets
|
564
|
|
|
283
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(403
|
)
|
|
(134
|
)
|
||
Other deferred tax liabilities
|
(161
|
)
|
|
(149
|
)
|
||
Deferred tax liabilities
|
(564
|
)
|
|
(283
|
)
|
||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
Year ended December 31, 2016
|
||
Unrecognized tax benefits-beginning of period
|
$
|
—
|
|
Additions for tax positions related to prior year
|
168
|
|
|
Reductions for tax positions related to prior year
|
—
|
|
|
Additions for tax positions related to current year
|
—
|
|
|
Unrecognized tax benefits-end of period
|
$
|
168
|
|
|
Year ended
|
||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
(31,644
|
)
|
|
$
|
(12,333
|
)
|
|
$
|
(30,075
|
)
|
|
$
|
(13,324
|
)
|
|
$
|
(25,259
|
)
|
|
$
|
(15,895
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average common shares outstanding - basic and diluted
|
29,265,605
|
|
|
11,405,528
|
|
|
27,617,350
|
|
|
12,235,274
|
|
|
19,736,342
|
|
|
12,419,718
|
|
||||||
Basic and diluted net loss per share
|
$
|
(1.08
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
(1.09
|
)
|
|
$
|
(1.09
|
)
|
|
$
|
(1.28
|
)
|
|
$
|
(1.28
|
)
|
|
As of December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Shares subject to outstanding common stock options
|
7,532,455
|
|
|
6,969,133
|
|
|
6,089,938
|
|
Shares subject to unvested restricted stock awards
|
353,335
|
|
|
600,025
|
|
|
54,350
|
|
|
Three months ended
|
||||||||||||||||||||||||||||||
|
Dec 31,
2016 |
|
Sept 30,
2016
|
|
Jun 30,
2016 |
|
Mar 31,
2016 |
|
Dec 31,
2015 |
|
Sept 30,
2015 |
|
Jun 30,
2015 |
|
Mar 31,
2015 |
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription and support
|
$
|
38,329
|
|
|
$
|
36,237
|
|
|
$
|
34,969
|
|
|
$
|
33,585
|
|
|
$
|
32,102
|
|
|
$
|
29,832
|
|
|
$
|
28,085
|
|
|
$
|
26,269
|
|
Professional services
|
8,045
|
|
|
8,473
|
|
|
8,042
|
|
|
10,966
|
|
|
7,780
|
|
|
6,436
|
|
|
5,883
|
|
|
8,885
|
|
||||||||
Total revenue
|
46,374
|
|
|
44,710
|
|
|
43,011
|
|
|
44,551
|
|
|
39,882
|
|
|
36,268
|
|
|
33,968
|
|
|
35,154
|
|
||||||||
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription and support
|
7,244
|
|
|
6,694
|
|
|
7,039
|
|
|
6,918
|
|
|
5,791
|
|
|
5,319
|
|
|
5,564
|
|
|
5,885
|
|
||||||||
Professional services
|
5,964
|
|
|
6,040
|
|
|
5,538
|
|
|
6,188
|
|
|
5,222
|
|
|
4,457
|
|
|
4,189
|
|
|
3,777
|
|
||||||||
Total cost of revenue
|
13,208
|
|
|
12,734
|
|
|
12,577
|
|
|
13,106
|
|
|
11,013
|
|
|
9,776
|
|
|
9,753
|
|
|
9,662
|
|
||||||||
Gross profit
|
33,166
|
|
|
31,976
|
|
|
30,434
|
|
|
31,445
|
|
|
28,869
|
|
|
26,492
|
|
|
24,215
|
|
|
25,492
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
14,533
|
|
|
14,342
|
|
|
14,047
|
|
|
14,516
|
|
|
13,496
|
|
|
12,766
|
|
|
12,196
|
|
|
12,008
|
|
||||||||
Sales and marketing
|
18,196
|
|
|
22,354
|
|
|
19,828
|
|
|
20,088
|
|
|
18,632
|
|
|
20,903
|
|
|
16,329
|
|
|
13,705
|
|
||||||||
General and administrative
|
7,845
|
|
|
8,015
|
|
|
7,882
|
|
|
8,953
|
|
|
8,538
|
|
|
7,153
|
|
|
6,291
|
|
|
6,734
|
|
||||||||
Total operating expenses
|
40,574
|
|
|
44,711
|
|
|
41,757
|
|
|
43,557
|
|
|
40,666
|
|
|
40,822
|
|
|
34,816
|
|
|
32,447
|
|
||||||||
Loss from operations
|
(7,408
|
)
|
|
(12,735
|
)
|
|
(11,323
|
)
|
|
(12,112
|
)
|
|
(11,797
|
)
|
|
(14,330
|
)
|
|
(10,601
|
)
|
|
(6,955
|
)
|
||||||||
Interest expense
|
(455
|
)
|
|
(462
|
)
|
|
(468
|
)
|
|
(490
|
)
|
|
(508
|
)
|
|
(494
|
)
|
|
(513
|
)
|
|
(510
|
)
|
||||||||
Other income and (expense), net (1)
|
348
|
|
|
298
|
|
|
278
|
|
|
576
|
|
|
2,014
|
|
|
163
|
|
|
191
|
|
|
(66
|
)
|
||||||||
Loss before provision for income taxes
|
(7,515
|
)
|
|
(12,899
|
)
|
|
(11,513
|
)
|
|
(12,026
|
)
|
|
(10,291
|
)
|
|
(14,661
|
)
|
|
(10,923
|
)
|
|
(7,531
|
)
|
||||||||
Provision (benefit) for income taxes
|
1
|
|
|
(8
|
)
|
|
12
|
|
|
19
|
|
|
2
|
|
|
(31
|
)
|
|
106
|
|
|
(84
|
)
|
||||||||
Net loss
|
$
|
(7,516
|
)
|
|
$
|
(12,891
|
)
|
|
$
|
(11,525
|
)
|
|
$
|
(12,045
|
)
|
|
$
|
(10,293
|
)
|
|
$
|
(14,630
|
)
|
|
$
|
(11,029
|
)
|
|
$
|
(7,447
|
)
|
Net loss per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted
|
$
|
(0.18
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.19
|
)
|
Weighted-average common shares outstanding - basic and diluted
|
40,872,772
|
|
|
40,762,960
|
|
|
40,593,908
|
|
|
40,451,668
|
|
|
40,204,367
|
|
|
39,980,308
|
|
|
39,627,842
|
|
|
39,593,700
|
|
1.
|
All financial statements. See Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
|
2.
|
Financial Statement Schedules. Financial statement schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements.
|
3.
|
Exhibits. See Exhibit Index.
|
WORKIVA INC.
|
|
|
|
By:
|
/s/ Matthew M. Rizai, Ph.D.
|
Name:
|
Matthew M. Rizai, Ph.D.
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Matthew M. Rizai, Ph.D.
|
|
Chairman of the board and Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 23, 2017
|
Matthew M. Rizai, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ J. Stuart Miller
|
|
Executive Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer)
|
|
February 23, 2017
|
J. Stuart Miller
|
|
|
|
|
|
|
|
|
|
/s/ Jill Klindt
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
February 23, 2017
|
Jill Klindt
|
|
|
|
|
|
|
|
|
|
/s/ Eugene S. Katz
|
|
Director
|
|
February 23, 2017
|
Eugene S. Katz
|
|
|
|
|
|
|
|
|
|
/s/ Michael M. Crow, Ph.D.
|
|
Director
|
|
February 23, 2017
|
Michael M. Crow, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ Robert H. Herz
|
|
Director
|
|
February 23, 2017
|
Robert H. Herz
|
|
|
|
|
|
|
|
|
|
/s/ David S. Mulcahy
|
|
Director
|
|
February 23, 2017
|
David S. Mulcahy
|
|
|
|
|
|
|
|
|
|
/s/ Suku Radia
|
|
Director
|
|
February 23, 2017
|
Suku Radia
|
|
|
|
|
|
|
|
|
|
/s/ Martin J. Vanderploeg, Ph.D.
|
|
Director
|
|
February 23, 2017
|
Martin J. Vanderploeg, Ph.D.
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Certificate of Incorporation of Workiva Inc., incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 16, 2014.
|
|
|
|
3.2
|
|
Bylaws of Workiva Inc., incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 16, 2014.
|
|
|
|
4.1
|
|
Form of the Company’s Class A common stock certificate, incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on November 17, 2014.
|
|
|
|
10.1*
|
|
Amended and Restated Workiva Inc. 2009 Unit Incentive Plan.
|
|
|
|
10.2*
|
|
Workiva Inc. 2014 Equity Incentive Plan, incorporated by reference from Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on December 16, 2014.
|
|
|
|
10.3*
|
|
Form of Nonqualified Stock Option Grant for Executive Officers under 2014 Equity Incentive Plan.
|
|
|
|
10.4*
|
|
Form of Restricted Stock Grant for Executive Officers under 2014 Equity Incentive Plan.
|
|
|
|
10.5*
|
|
Form of Restricted Stock Grant for Non-Employee Directors under 2014 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed on October 17, 2014.
|
|
|
|
10.6*
|
|
Form of Employment Agreement, incorporated by reference from Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed on November 17, 2014.
|
|
|
|
10.7*
|
|
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.
|
|
|
|
10.8
|
|
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.
|
|
|
|
10.9
|
|
Loan and Security Agreement, dated August 22, 2014, as amended effective as of September 30, 2014 and November 25, 2014, by and among the Company, Workiva International LLC and Silicon Valley Bank, incorporated by reference from Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed on December 1, 2014.
|
|
|
|
10.10
|
|
Google Cloud Platform License Agreement, dated July 24, 2014, between the Company and Google Inc., incorporated by reference from Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on October 17, 2014.
|
|
|
|
10.11
|
|
Series 2014 Convertible Promissory Note issued to Bluestem Capital Appreciation Fund, LLC, dated July 31, 2014, incorporated by reference from Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on November 17, 2014.
|
|
|
|
10.12
|
|
Third Amendment to Loan and Security Agreement dated February 26, 2015 by and among Workiva Inc., Workiva International LLC and Silicon Valley Bank, incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
|
|
|
|
10.13*
|
|
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.
|
|
|
|
10.14*
|
|
Form of Workiva Inc. Restricted Stock Unit Agreement for service-vesting restricted stock units under the Workiva Inc. 2014 Equity Incentive Plan.
|
|
|
|
10.15
|
|
Consent and Fourth Amendment to Loan and Security Agreement, dated April 5, 2016, by and between Silicon Valley Bank, Workiva Inc. and Workiva International LLC incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 11, 2016.
|
|
|
|
10.16*
|
|
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 Current Report on Form 10-Q filed on May 4, 2016.
|
|
|
|
10.17*
|
|
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.
|
|
|
|
21.1
|
|
List of Subsidiaries of the Company.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
|
24.1
|
|
Power of attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1#
|
|
Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2#
|
|
Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
1.
|
PURPOSES; HISTORY.
|
2.
|
DEFINITIONS.
|
3.
|
ADMINISTRATION.
|
4.
|
COMMON STOCK SUBJECT TO THE PLAN.
|
5.
|
ELIGIBILITY.
|
6.
|
OPTION TERMS.
|
7.
|
SECURITIES LAW COMPLIANCE.
|
8.
|
USE OF PROCEEDS.
|
9.
|
MISCELLANEOUS.
|
10.
|
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
|
11.
|
AMENDMENT OF THE PLAN AND OPTIONS.
|
12.
|
TERMINATION OR SUSPENSION OF THE PLAN.
|
13.
|
CHOICE OF LAW
|
|
|
|
|
|
|
|
|
|
|
Grant Number
|
|
Term/Expiration Date
|
10 Years/
|
Vesting Schedule
|
Subject to the Plan and the Nonqualified Stock Option Agreement, this Option may be exercised, in whole or in part, in accordance with the following vesting schedule, provided you have not experienced a Termination of Service prior to any vesting date:
|
Vesting Date(s)
|
Number or Percentage of Shares that Vest
|
|
|
|
|
OPTIONEE:
|
|
WORKIVA INC.
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
Print Name
|
|
|
|
|
Title:
|
|
|
|
|
|
|
Execution Date: , 20
|
|
|
|
|
* * * * *
|
|
|
DATED: ____________ __, 20__
|
|
|
|
|
Optionee’s Signature
|
|
|
|
|
|
|
|
|
|
|
Grant Number
|
|
Vesting Schedule
|
Subject to the Plan and the Restricted Stock Agreement, the Restricted Stock subject to this grant shall vest in accordance with the following schedule, provided you have not experienced a Termination of Service prior to any vesting date:
|
Vesting Date(s)
|
Number or Percentage of Shares that Vest
|
|
|
|
|
GRANTEE:
|
|
WORKIVA INC.
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
Print Name
|
|
|
|
|
Title:
|
|
|
|
|
|
|
Execution Date: , 20
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Number
|
|
Vesting Schedule
|
Subject to the Plan and the Restricted Stock Unit Agreement, this RSU shall vest in accordance with the following schedule, provided you have not experienced a Termination of Service prior to any vesting date:
|
Vesting Date(s)
|
Number or Percentage of Shares that Vest
|
|
|
|
|
|
|
GRANTEE:
|
|
WORKIVA INC.
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
Print Name
|
|
|
|
|
Title:
|
|
|
|
|
|
|
Execution Date: , 20
|
|
|
Name
|
|
Jurisdiction
|
|
|
|
|
|
Workiva International LLC
|
|
Delaware
|
|
Workiva Canada ULC
|
|
Canada
|
|
Workiva Netherlands B.V.
|
|
Netherlands
|
|
Workiva Brasil Relatorios Empresariais Online Ltda.
|
|
Brazil
|
|
Workiva UK Limited
|
|
United Kingdom
|
|
Date: February 23, 2017
|
|
/s/ Matthew M. Rizai, Ph.D.
Matthew M. Rizai, Ph.D.
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
Date: February 23, 2017
|
|
/s/ J. Stuart Miller
J. Stuart Miller
Executive Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
|
1.
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 2016 (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.
|
|
|
|
Date: February 23, 2017
|
|
/s/ Matthew M. Rizai, Ph.D.
Matthew M. Rizai, Ph.D.
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 2016 (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.
|
|
|
|
Date: February 23, 2017
|
|
/s/ J. Stuart Miller
J. Stuart Miller
Executive Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
|