Good afternoon, my name is Dtamara and I will be your conference operator today. At this time, I would like to welcome everyone to the Workiva Incorporated Third Quarter 2019 Earnings Conference Call. [Operator Instructions] Thank you. I'll turn the call over to Adam Terese, Director of Investor Relations. Please go ahead.

Good afternoon, everyone. Thank you for joining us for Workiva's Third Quarter 2019 Earnings Conference Call. This afternoon, we'll begin with comments from our Chief Executive Officer, Marty Vanderploeg followed by our Chief Financial Officer, Stuart Miller, and then we will turn the call over to questions. Also on the line today is Jill Klindt, Chief Accounting Officer. A replay of this call will be available until November 13th. Information to access the replay is listed in today's press release which is available on our website under the Investor Relations section. As a reminder, today's conference call is also being broadcast live via webcast. Before we begin, I would like to remind everyone that during today's call, we'll be making forward-looking statements regarding future events and financial performance, including guidance for our fourth quarter and full fiscal year 2019. These forward-looking statements are subject to known and unknown risks and uncertainties. Workiva cautions that these statements are not guarantees of future performance. All forward-looking statements made today reflect our current expectations only and we undertake no obligation to update any statement to reflect the events that occur after this call. Please refer to the Company's annual report on Form 10-K and quarterly report on Form 10-Q for factors that could cause our actual results to differ materially from any forward-looking statements. Also during the course of today's call, we will refer to certain non-GAAP financial measures. Reconciliations of non-GAAP to GAAP measures and certain additional information are also included in today's earnings press release. With that, we'll begin -- let me turn the call over to our CEO, Marty Vanderploeg.

Thank you, Adam. And thanks to everyone for joining the Workiva third quarter 2019 conference call, which is our 20th quarterly financial release as a public company. We are proud of our third quarter, which exceeded guidance for revenue and operating results. In our last call, we discussed our four growth vectors, Wdata, EMEA, integrated risk and global statutory reporting. We are pleased with our progress this quarter across all four vectors. Wdata is increasing the number and size of deals across many of our solutions because it enables our customers to integrate their systems and applications with our platform. With new capabilities, including automatic data updates, workflows, improved connectivity and risk and controls integration, Wdata is changing the way people work. The city of Missoula's Financial Reporting supervisor spoke at our User Conference in September about how he previously copied and pasted up to 60,000 lines of data and then hand checked the resulting reports. Now the city uses Wdata to automatically update their reports from their source systems daily, saving time and reducing errors. Demand for our current solutions is driving strong bookings growth in the EMEA region. At the same time, Europe's impending ESIP regulatory mandate is increasing our number of meetings with customers and prospects as they prepare for their first ESIP filings in 2021. Therefore, we continue to ramp up sales and support in EMEA. We also continued to see solid bookings growth from our integrated risk solutions, which includes SOX, audit and enterprise risk management. In addition, we are expanding our integrated risk solutions into EMEA and the U.S. Federal Government. We are very pleased this quarter by our go-to-market results in global statutory reporting. We continue to validate demand for our platform to streamline multi entity reporting in numerous jurisdictions. We are aggressively pursuing this large underserved market. We continue to augment our sales and delivery channels with advisory and service partners. We recently announced a strategic alliance with Deloitte which adds our platform to their portfolio of solutions for financial transformation. In addition, at our September user conference, we named KPMG, our Global Partner of the year. Last month, we received FedRAMP moderate authorization which recognizes our work to further strengthen the security of our platform benefiting all of our customers. This higher level of authorization enables us to help federal agencies connect, control and report up to 80% of their information types. In addition, many commercial enterprises consider FedRAMP the highest standard of security assessment, authorization and continuous monitoring for cloud software. We are thrilled with our largest ever Amplify user conference in September, where more than 1,800 customers and industry leaders, spent three days with our R&D and customer teams. As I visit with customers and prospects, I am more confident than ever that Workiva will continue to be a driving force in data transparency and connected reporting throughout the world. With that, let me turn it over to Stuart Miller, our CFO.

Thank you. As Marty discussed, we've been investing in EMEA, Wdata, integrated risk and global statutory reporting to drive revenue growth. Progress in each of these growth markets has been so encouraging in terms of bookings and pipeline that we are accelerating our investment in each market. This progress combined with beating our Q3 guidance is leading us to raise our guidance on full year 2019 revenue, I'll cover the specifics on guidance later in the call. Also, we successfully recapitalized our balance sheet in Q3 with a convertible note offering significantly improving our financial flexibility. We intend to be patient and thorough in evaluating opportunities for investment. Turning to our third quarter results and financial outlook for the rest of 2019. I'll talk about our results and guidance on a non-GAAP basis that is before stock-based compensation and non-cash interest expense related to our convertible notes. Please refer to our press release for a reconciliation of our non-GAAP and GAAP results and guidance. We outperformed our revenue guidance for the quarter. We generated total revenue in the third quarter of $74.2 million, an increase of 21.9% from Q3 2018. Breaking out revenue by reporting line item. Subscription and support revenue was $63 million, up 22.8% from Q3 2018. New logos, new solutions and conversions to solution-based licensing helps drive strong revenue growth in Q3 2019. Professional services revenue was $11.2 million in Q3 2019, an increase of 16.6% from the same quarter last year. XBRL services accounted for nearly all of the growth in professional services revenue in Q3. We expect revenue from professional services to return to single-digit growth in Q4. Turning to our supplemental metrics. We finished Q3 with 3,454 customers, a net increase of 165 customers from Q3 2018. And a net increase of 33 customers…

Thank you. [Operator Instructions] Your first response is from Terry Tillman of SunTrust Robinson. Please go ahead.

Hey, gentlemen. Can you hear me okay?

Hi, Terry.

Yes. Solid job on the quarter. I guess the first question, Stuart. That was nice to hear about a little bit on the guidance for next year. I don't actually, I haven't done the calculation, but could you give us some sort of kind of directional commentary on the subscription revenue kind of breaking that part versus the total $340 million. Just trying to gauge kind of the vitality of that growth versus total revenue?

Thanks, Terry. We have historically not done that. Services revenue is -- is pretty -- or can be volatile and it's pretty hard for us to predict. Some of it sold and delivered within the same quarter. Our long-term guidance on the mix of revenue, as you know, over time, we're expecting it to be sort of 85% subscription and 15% services. So we're still heading in that direction on an annual basis. And we did say, of course, that we expect subscription revenue growth -- growth rate to exceed the growth rate in professional services. It's also very early to be talking too much about 2020 but we wanted to get the Street some idea of what we were thinking.

No, I understood, understood. Well, maybe a follow-up question and I know it's going to have potential material implications for '20 and it is still early but you get lots of questions about Europe. It seems like you have an event-driven catalyst there with the regulatory mandate. So I would just love some perspective from you or Marty, in terms of what are you seeing and how does it look like it's going to shake out in terms of the buying pattern as we move through 2020 and even into 2021 around trying to get one's [Ph] health in order around the new mandate. Thank you.

Well you're right, you're right about one thing, it's really early. But we definitely have seen an influx of customers and prospects wanting to discuss it with us, that's been very promising. And we've also seen larger customers that are already engaging with us in terms of putting together plans and actually buying. So we're still very optimistic on the high-end. I think, we have good visibility versus the -- maybe the 500 largest, 2,000 [Ph] largest ESOP customers. On the low end, we're very optimistic too although they're slower, they don't get going as quickly. And it's just hard to say, but we are getting great response. We are having lunches and breakfast that around ESOP and we've had great luck getting people to come to those. So we're quite optimistic.

Yes, maybe Marty since you're on a roll there, you do have four key kind of growth vectors here. Of the four and I'm sure you're proud of them all and excited about all of them, but given just three months removed [Ph] from the last time we got together in terms of the earnings call. What are the four kind of surprising you the most in terms of just kind of where you are versus maybe the expectation, on the positive side. Thank you.

Well, I know you guys want me to say, these two are doing great. But it's really interesting, they're all quite different and with Wdata, it's been really encouraging the last quarter. We've seen substantial growth in pipe and bookings albeit off a fairly small number, but it's really starting to pick up and the customers love it. We get so much kudos from customers. So we're very optimistic about that. The global statutory reporting, really had a great quarter. And so did EMEA. So it's real -- and then the thing about integrated risk is that it's the largest right now in terms of building off a base for growth and they showed solid growth as well. So I can't pick my favorite child but I really feel pretty strongly about all four of them.

All right, well thank you.

Your next response is from Rob Oliver of Baird. Please go ahead.

Great, thanks. It's Matt Lemenager on for Rob this afternoon, thanks for taking the question. I guess one on the larger customer deals, the customers greater than 100,000 and greater than 150,000 continue to accelerate again this quarter and I assume solution-based licensing kind of helping drive that. Do you kind of reach a point in the fourth quarter or perhaps the first quarter, I guess, either Marty or Stuart, where we think that levels off, I know that Europe, you've talked about those being larger platform sales and maybe some of those will be net new customers that come in greater than 100,000 initially, but just trying to think about, how should people think about that expectation for the growth in customers on 100 -- over 100,000 as we start to kind of anniversary the solution-based licensing.

Well, the, when we really look at it, I really don't expect that to slow down Wdata by and in of itself is something that a lot of our customers add on. It not only increases our ADS on new customers but it also augments the ADS on existing customers. Global statutory reporting, another one of our growth vectors is typically a much larger deal as well. So we're feeling really good about that in terms of keeping those numbers growing on the large customer side. Stuart, you want to add anything?

Yes. So I'd just say, I mean to echo what Marty is saying, if you think about the four vectors, EMEA is largely about new logos, global stat reporting is largely about add-on sales, Wdata is largely about add-on sales to existing customers. And integrated risk is a little bit of both, it maybe leans a little bit toward add-on sales to existing customers. So three of the vectors are sort of are either heavily or entirely focused on add-on sales to addition -- to existing customers. So that's why, we're confident about the growth in the larger deals, larger contract size.

Okay, got it. And the -- one other one I had was on the operating income guidance for the fourth quarter and just curious kind of what the -- I know we're ramping in Europe and we're hiring sales people and all that. We're doing a lot of breakfasts and lunches, that's a lot of breakfasts and lunches but the question I guess is what goes into -- I think it's kind of a bit lower than what the Street has. So just kind of the -- what goes into that for the fourth quarter?

Sure. So it's not a lot different, but it is -- it does reflect the acceleration of the growth that I mentioned in my talk earlier. It's also, we've hired a new COO and we're investing in -- in marketing as well as in sales, in Europe and in global stat and in integrated risk and in Wdata. So it really reflects the acceleration that I mentioned in my comments earlier.

Okay, thanks, Stuart.

Thank you, Matt.

Thank you, your next response is from Stan Zlotsky of Morgan Stanley. Please go ahead. Stan, your line is open. Please go ahead.

Hey guys, this is, this is Hamza Fodderwala in for Stan Zlotsky. I just had a question on the increase in investment. How much of it was a sort of a catch-up on hiring at all. I mean, I noticed the head count growth did pick up a little bit again in Q3, I think, it was up 17% which was up from sort of single-digit growth in the first half, so was it at all related to maybe a bit of an under-investment earlier in the year.

So, Hamza. Thanks for the question. We were -- head count was relatively flat in 2018 and we -- when we were doing the analysis on the new growth vectors, we pulled the trigger on that earlier this year. We made comments to that effect on our conference call. It just that the head count starts to build, as you know, it takes a while to hire people in, so that's -- that's really what you're seeing from flat-to-single digit to faster growth in the third quarter.

This is Marty. I just want to comment on that as well. I -- we really don't view it as under investment. I mean, I think I was pretty clear when I took the helm that we are going to, we kept the head count flat in '18, and we wanted to figure out what to invest in. And so we were very thoughtful. We tested all that stuff and we didn't want to jump into these things, unless we had a high level of confidence, so really that was the period of time that we were -- were doing that due diligence on those different growth vectors. And so now, we feel very confident in all four of them and now, we're going to start to invest and as we've always said growth is our primary focus.

Got it. Okay, that's it from me. Thank you.

Thanks, Hamza.

Your next response is from Tom Roderick of Stifel. Please go ahead.

Hi, good afternoon. Thanks for taking my questions. So Marty. Maybe I'll throw this first one at you. Stuart, feel free to chime in. You've had the benefits now, a full year of sort of testing the solution-based licensing, you've seen, I think pretty darn good traction from that. It looks like that that approach is wrapping up earlier than expected. So you'll get through the customer base by the end of this year. Can you just talk a little bit about the success level you saw in that in terms of lift in average price or the benefit to that. Marty, you mentioned a little bit of churn at the lower end for some price-sensitive customers. So perhaps, that was little byproduct that will get through and then perhaps a third part of that question is, just as we look at the acceleration in growth over the last several quarters, how much should we attribute to the solution-based pricing as opposed to just general better execution and newer markets and things of that nature.

Well most of those questions were Stuart's. I will turn it to him. I will chime in on anythings that I want to add. So go ahead, Stuart.

Yes. So, Tom, I'll take the last one first, which, as we've mentioned on the last call. It's hard to isolate SBL because of, it's a matter of determining what time the sales people would have spent, how they would have spent their time if they were not talking to the customers about SBL. But I think as I mentioned on the last call, we think it affected us daily as a benefit of a couple of hundred basis points. But beyond that sort of level of estimate it would be sort of misleading to try to be more specific than that. So the benefit of SBL there are couple of longer-term benefits. One of it -- one is it increases the price for the platform on new logos going forward. That's number one. Number two, it increases the number of users at each of our customers who get experienced with Wdesk and then become better prospects for calling on for their specific use case that they might use every day and we're seeing that with our -- within sales. So that's all -- that's all been to the good. I don't know if Marty, if you want to have anything else to comment on that.

Yes, I'll just address the churn issue, real quick. The churn has been a really pleasant surprise for us in terms of the lack of churn, we've actually experienced as a result of SBL. Some of the customers on the lower end of the market didn't see the value because they would only add maybe one or two, because they're quite small organizations. We actually modeled higher churn rate. So we've been very pleased with that and having gotten through a lot of those already. I think that that is, we're pretty much seeing the effect of SBL on churn rate.

Good, good. Very helpful. That's great. Okay. And then my follow up, Stuart, I'll just aim this one directly to you, this is an RPO question. So, one of your favorites, I'm sure. When I look at that RPO numbers, the total is accelerating, it's growing a little faster than even it was and you're in the low-to-mid 40s there on total RPO growth. So that's really interesting and good and if I look at current is growing a bit slower than that in the high 20s. Can you talk through the dynamic of that, we saw also in the long-term deferreds has picked up a little bit more than we are modeling for. So it just strikes me that perhaps you're seeing some customers willing to make longer-term commitments to the platform perhaps that's a function of who you're selling to or what you're selling to or how you're selling to them, but I would love to hear more about that. Thanks.

Yes. So I think that the main difference there. And I mentioned this in the script is remaining performance obligations differ from deferred revenue mainly because we have been implementing some multi-year contracts, typically three year contracts, but have annual billing terms. So that would explain that the main difference there. It's 3 -- 3D, 31 [Ph] contracts are absolutely standard for example in the GRC space. And so we're just, we're seeing more demand for customers for multi-year contracts.

Okay, excellent. So that's GRC driven. And just to be clear, even on ASC 606. Those are all still recognized ratably on a daily basis. So no revenue ASC 606 pull forward associated with that. Right.

That is correct.

Excellent. Okay, that's it from me. I'll jump back in queue. Think you guys, nice job.

Thank you, your next response is from Mike Grondahl from Northland Securities. Please go ahead.

Yes, good evening, guys. Could you rank your four growth vectors, kind of in, in terms of their margin profile?

No, I mean. Mike, I would say, since we're -- our view, I mean on a subscription basis, they're all subscribing to the same platform. And so our costs, at least at customers the price -- subscription price minus customer success is pretty close to the same margin for all of them. Now there is -- when we're in a new market, we definitely will have higher client services costs as that product matures and so, you'll see that on the PS line, but on the pure software side, not the services side, you will see a fairly consistent gross margin.

Got it. And I guess, I was thinking more operating margin, but that's okay, I understand. And then can you comment at all, just on the acquisition pipeline. Have you leaned into that since the converter, just kind of what's the current thinking?

Yea, thanks. Well so, we have been certainly looking at acquisitions for three years and we raised the money in part to fund acquisitions and we certainly have increased our activity in that space and looking at investment opportunities. No acquisitions imminent. And we plan to be patient and we plan to execute according to our strategy, which is one that will have a -- a clear commercial objective and will accelerate our existing strategy.

Got it, okay. Thank you.

Thanks, Mike.

Thank you, your next response is from Brian Peterson from Raymond James. Please go ahead.

Hi guys. Kevin here on for Brian. Thanks for taking my call. I wanted to ask a little bit more about your partner strategy. There were a lot of new partners at Amplify that are starting implementations and will provide ongoing service around the product. So I guess, how is the partner ecosystem and that mix been contributing with some of your recent deals and maybe related to that outside of some of the sales and marketing investments in Europe, how do you think about partners as a potential point of leverage going forward?

Well, this is Marty. The -- I'll take the first crack at that. The -- what we're seeing in the U.S. is a lot of interest from the partners. They have definitely realized that there is demand for the product, they definitely believe they can make money actually implementing the product and so that has really driven a lot of incoming activity actually and has resulted in us getting some really nice relationships put together. In terms of bookings, we're starting to see that tick up. I'm not going to put a number on it, but we're definitely seeing acceleration in bookings coming from partners again off a small number. But I'll tell you the thing about partners is that -- partners is a two year or three year investment that they take a while to -- to get up to speed to where they can deliver and they know how to sell it and all those types of things. So I'm very pleased with the rate we're adding partners, very pleased with the rate that partners are bringing us leads and actual deals. And overall, I think the growth rate we have there has been -- has been very promising. It's going to be a big part of next year frankly. In Europe, we're obviously starting to scale partners there as well. We're not as well established there. So it's a little bit behind, but it's going to be a big part of the strategy there as well. Partners, I think playing a more important role and all those countries have different cultural aspects and so we're definitely going to connect with the -- some of the same partners just their local offices in Europe and that's already under way. But behind where we're at in North America.

Got it. That's helpful. Maybe one more. Can you talk about the near-term implications of getting the FedRAMP moderate authorization. I know it's only been a few weeks, but what's been some of the early feedback I guess from your Government vertical sales team. Just in terms of that potentially opening small doors for you guys.

Yes, I think that we're going to -- again it's off a small number, but we're going to see some nice growth out of the Federal Government over the next few years. There has been a lot of interest in the -- the GRC, I shouldn't say GRC but our controls and audit and ERM solutions. We've already had some sales there. And the financial reporting is also starting to pick up. So I think that's going to grow nicely over the next few years. I also want to say that, all of our commercial customers are getting much more sophisticated in their ability to assess security of SaaS solutions. When we first started back in 2008, in 2010 when we launched the product, we were oftentimes maybe the first or second or third SaaS app these companies had ever utilized. And so we were an early pioneer there and the sophistication of our commercial customers has just followed -- has gone up a really steep learning curve. And so there is a lot of things we have to continually invest into to get our security to the point where our customers have confidence. It's just an ongoing investment. And so FedRAMP was a big part of that. It's a big step forward. We tell every commercial customer when we have our security reviews with customers or we discuss security with prospects that we're FedRAMP authorized and that covers a lot of the questions. You just say that and it comforts [Ph] a big percentage of the questions they have because they know what that implies in terms of internal controls and in monitoring, continuous monitoring. So it's going to be a big deal for us across all of our customers and it will start to grow the Federal Government. We tend to go into these things when the time is right. Maybe just a little conservatively at times but we really think that we're ready to step into the, now that we have FedRAMP moderate and we have a good gauge on the solutions we can sell the Federal Government, and I think it will be a nice growth, another nice growth vector for us.

So FedRAMP moderate. As Marty mentioned in his original talk here broadens our reach to 80% of the information types, that the Federal Government uses. So it was a significant expansion for us.

Understood. Thanks, guys.

Thank you.

Thank you. We have a response from the line of Tom Roderick of Stifel. Please go ahead.

All right. Gentlemen, this falls into the -- yes, you can't get rid of me. This falls into the category of, don't feed the bears. So Stuart, I appreciate the -- the topline look at 2020 and as I sort of -- sort of running through the numbers, just for the fourth quarter and thinking about what it means for OpEx. It strikes me that we'll probably be somewhere in the ballpark of 62, 63 [Ph], maybe a little bit above that and non-GAAP operating expense. Without -- I'm gathering, you probably didn't want to give a full year look on profitability, otherwise you probably would have done that. But would love to know your thinking as to the run rate we would build into our models here for 4Q. Are there any sort of one-time marketing push benefits or pull into that number or would you sort of encourage us to think about that run rate on OpEx that we model here for 4Q as a nice starting point going into 2020, in other words, kind of keep building off that forward as opposed to a pullback in Q1. Any thoughts on how we kind of consider OpEx modeling for next year?

For next year for '20, I thought you're talking about 2019, which we gave specific guidance on.

Yes, no. Just thinking about how it play forward after Q4?

Yes. So what I said Tom, just to recap, I said that we expect our margin on non-GAAP operating loss to decline in 2020 relative to 2019 consistent with our planned investments in growth vectors and that we give more specific guidance on our next call. But you're right, it's too early for us to be much more specific than that.

Okay, good enough. [indiscernible]. Thank you.

Thank you.

There are no further responses in the queue at this time. Do you have any closing remarks.

Well, thank you very much.

Thank you for joining us today. this concludes today's conference call. You may now disconnect.