Good afternoon, everyone. I would like to thank you for attending the Procore Technologies' Full-Year 2024 Q2 Earnings Call. My name is Brianna and I will be your moderator for today. [Operator Instructions]. I would now like to pass the conference over to your host, Matthew Puljiz, with Procore Technologies. Thank you. You may proceed.

Thanks, good afternoon, everyone. Welcome to Procore's 2024 second-quarter earnings call. I'm Matthew Puljiz, SVP of Finance. With me today are Tooey Courtemanche, Founder, President, and CEO; and Howard Fu, CFO. Further disclosure of our results can be found in our press release issued today, which is available on the Investor Relations section of our website and our periodic reports filed with the SEC. Today's call is being recorded, and a replay will be available following the conclusion of the call. Comments made on this call may include forward-looking statements regarding, among other things, our financial results, products, customer demand, operations, and macroeconomic geopolitical conditions. You should not rely on forward-looking statements as predictions of future events. All forward-looking statements are subject to risks, uncertainties and assumptions that are based on management's current expectations and views as of today, August 1, 2024. Procore undertakes no obligation to update any forward-looking statements to reflect new information or unanticipated events, except as required by law. If this call is replayed or viewed after today, the information presented during the call may not contain current or accurate information. Therefore, these statements should not be relied upon as representing our views as of any subsequent date. We'll also refer to certain non-GAAP financial measures to provide additional information to investors. A reconciliation of non-GAAP out to GAAP measures is provided in our press release and our periodic reports filed with the SEC. And now here's Tooey.

Thanks, Matt, and thank you, everyone, for joining us today. So I'd like to start by thanking our team for their continued hard work and our customers for their continued partnership. Despite the tough demand environment, we continue to see bright spots, including revenue growth of 24% year over year and an operating margin and of 17.6%. We hosted our Annual Innovation Summit, a virtual product showcase where over 4,000 construction professionals registered to learn about our latest platform and feature enhancements. Our newest products, Pay, had good traction in the quarter, and we expect to see continued demand for this offer in the future years. And in June, we are included in US News list of best companies to work for, a testament to the strength of our culture and our employees belief in our mission as we continue to grow and scale. In the quarter, we continue add new customers, including Perla Construction, one of the largest locally owned general contractors and the Pacific Northwest. Perla has been using the competitive solution and a number of point solutions. And when they learned that a key part of their tech stack will be phased out and that the replacement options would not meet their needs, they began an extensive competitive evaluation. Procore was selected after joining Perla on site, thanks to our connected platform, brand, and best-in-breed solutions to support their continued growth. We also closed a number of additional transactions with new and existing E&R 400 contractors, including a major expansion with one of the largest GCs in the world and a partnership with a major nonresidential contractor driven by strong support from the field teams. While our success with large GCs continued to shine this quarter, we also highlighted the diverse range of customers who find value…

Thanks, Tooey, and thank you to everyone for joining us today. Today, I'll recap our Q2 financial results, share some color on the business, and conclude with our outlook. Total revenue in Q2 was $284 million, up 24% year over year, and international revenue grew 31% year over year. Our Q2 international results were slightly impacted by currency headwinds. On a year-over-year basis, FX contributed approximately 1 point of headwind to international revenue growth. Therefore, on a constant currency basis, International revenue grew 32% year over year. Q2 non-GAAP operating income was $50 million, representing an operating margin of 17.6%. And our key backlog metrics, specifically current RPO and current deferred revenue, grew 16.4% and 18.7% year over year, respectively. Now let me take a step back and share some additional color on the business. Q2 benefited from approximately $4 million in revenue that we did not anticipate within our previously issued guidance from Q1 earnings. The primary driver of this benefit pertains to the recent success and magnitude of implementation deliverables, which accelerated this revenue stream based upon service delivery. While we intend to continue expanding our professional services motion, we do not anticipate an implementation revenue benefit of this magnitude in the second half of this year. This $4 million in revenue acceleration also contributed to our strong operating margin performance in the quarter. Without this benefit, Q2 revenue would have been 22.8% growth and operating margin would have been 16.5%. Moving on to an update on Pay. Q2 represented only the second full quarter of general availability, and we continue to see strong adoption here. Given the ramp period associated with onboarding Pay, we do not expect this to be a material contributor to our financial results this year, but we are pleased with the progress we…

[Operator Instructions]. We have first question from Dylan Becker with William Blair.

Hey, gentlemen, appreciate the question. Obviously, a couple of moving parts here. Maybe Tooey starting with you on the go-to-market reorg. I guess, you kind of touched on it, but why now? What was kind of the impetus for change? What sparked that? Any way to think about kind of the timeline of this transition? And how we should assess kind of the progress as this evolves over time?

Yeah, Dylan. So yes, so you've been along with us on this journey for several years now when we've been talking about the maturationing and the transformation of my leadership team. And so think of it this way, which is as we had been going through this journey, we went through the whole Steve Davis journey early on. And we were maturing our whole P&T organization. And then as that evolved, we knew we were going to be evolving our leadership in our go-to-market organization as well as the operating model. So think of this as just the next logical step in that journey. And we have been planning on this for quite some time. We didn't plan on it coming down. We were thinking more in the '25 or the '26 timeframe. But then when Larry joined the team and he reviewed the plan that we had in place, he was very enthusiastic. He's seen this play before and he was very much behind it. And then taking into account the fact that the macroeconomic -- the demand environment was the -- how it is right now, that we thought that let's get this thing going and let's get the transformation started now. So when the macroeconomic environment improves, we're in a really good place to capitalize on that. And frankly, when I see a plan that makes a ton of sense and it's the right thing to do for Procore, it's time to move, and so we made the decision that we're going to move now.

Okay, great. And I know you kind of quickly touched on the FedRAMP opportunity as well, too. I know you guys are in the government space as well, too. It sounds like the broader macro remains stable, which is encouraging but really kind of digging into kind of what you think the FedRAMP opportunity unlocks. And I think with Larry as well too having some of that expertise to really double down in that segment.

Yes. It's really exciting. Again, this is one of those things that's not a decision that just came out of the blue. We've been talking about being FedRAMP compliant for years. In fact, a lot of infrastructure work has gone on to get us that journey started a while ago, but the announcement was around our intention to be able to satisfy the needs of our customers that do work for the federal government. And you're right. Today, a lot of our customers use Procore on these federal projects. But it's really important that we get to that level of certification and authorization in order to be able to capture additional project volume from our existing customers and from new customers. So it's also part of the evolution of our business strategy, and it's something that we're incredibly excited about.

Thanks. I appreciate it.

Yes, thank you.

We have first question from Saket Kalia with Barclays.

Great. Hey, Tooey. Hey, Howard. Thanks for taking my questions here. Tooey maybe just to start with you. Lots of change to get through. But maybe if we could just focus on sort of the idea of building out a channel. Procore clearly has a very strong direct sales business. Tooey, maybe as you think about the business, as you fast forward a couple of years in the future, how do you sort of envision the mix of the business coming from the channel versus direct?

Yes. So it's a huge opportunity for Procore to capitalize on the opportunity for channel, both in the US and globally. And one of the things that Larry Stack brings to the table with Procore is a tremendous amount of experience, not only from himself, but the team that he's building underneath him on being very effective at this. And so we really have a lot of high hopes that over time that this is going to be a real big contributor to our growth. And it's one of those areas where I'm spending a lot of time. And I do think that the industry is ready for it. And yes, we're really enjoying building this team out right now.

Got it. Got it. That makes sense. Howard, maybe for my follow-up for you. I think you made in your prepared remarks a very helpful comment, which was just a point around sort of balancing growth and margin expansion. Understanding that it's just very early to kind of give a framework for looking forward. But even anecdotally, particularly on the margin expansion point, how do you think about sort of margins through these changes? Clearly, there's some top-line impact, but how do you think about sort of expanding margins as that go-to-market motion sort of changes? Does that make sense?

Yes, makes sense. Thanks for the questions, Saket. So a couple of things. One is that from a margin perspective, I want to make sure folks understand that we did a tremendous amount, and we are proud of the fact that over the last couple of years, when you think about our guidance at the high end, we'll be giving back about 21 percentage points of operating margin improvement over the last couple of years. And as I think about how we deploy our capital and specifically the perspective to this go-to-market change, I'm thinking about the returns on that capital over multiple years. And so that means that I'm not specifically solving for fiscal '25, but I'm solving for '26, '27, and forward and what that looks like over time. Now when I think about this investment, we are taking the perspective that we're going to make the investments that are the right moves for the long-term optimization of the company. And that means accelerating these investments into Q4 or into the back half of this year. And when I think about the margin perspective, you got to think about what that looks like, not just in fiscal '25, but also in fiscal '26. Now to the extent that we are able to bring on the capacity that we can in fiscal '24, then that will impact the expenses in fiscal '24 and provide us a higher probability of higher margins in fiscal '25 and also vice versa. Even if we kept the margins next year the same as we are guiding in terms of the top end of our guidance, we would still be well ahead of our margin framework. But the important thing to note is that we're thinking about this over multiple years.

Very helpful. Thanks, guys.

Thanks.

Thanks.

We have first question from Jason Celino with KeyBanc Capital Markets.

Great. Thanks for taking my questions. Tooey, construction is totally a relationship-based business. So it makes sense to be getting closer to the regions you outlined and moving to this general manager approach. Is that part of the reasoning? And then second, do you have the right leaders in those areas already in place? Or should we be expecting some key announcements?

I love that you asked this question because one of the things that has really been Procore's kind of hidden secret has been our customer centricity over the years. And it's one of those things that really makes us different from the competitors in the space. And what I've noticed over the last couple of years is we've been focusing more and more upmarket is that we are the trusted partner to these big construction firms. And so yes, the closer we can get to them, the more we can service their needs and provide more services to them. So absolutely, that is one of the driving factors. And then when I looked at the business as we became more of a global business, I realized that what we did so well in the US, which was being hyper local, very connected to the pulse of the North American market by being very, very integrated with our customers in that market, that having this GM model in these regions made a ton of sense because that will allow them to do what we've done here which is to react very, very quickly to the needs of the businesses on the ground. And the partner like we have in the US, extremely well and by adding more resources to provide more product overlays to help our customers get the most value out of Procore. And all of that has really driven my passion behind this transformation. Because the essence of Procore's success has been customer centricity. And I think that doing more there is only going to benefit the business in the long run. And then you asked about the leaders, you want me to address the leaders?

Yes, sure.

Yes. So we have made some hires. Now remember, Larry is only, I think, four months into his tenure. But yes, I'm very pleased with the quality and the caliber of the talent that he is bringing on board. And yes, I guess I'll just leave it at that. It's been very impressive.

Great. And then similarly, with the potential channel expansion, what might that look like? Like do the big construction customers you have, do they use the global SIs? Or would it be expanding into other types of resellers? I guess how would that kind of look like?

We have very defined plans there, but I think we'll probably not go into great depth on that. Because it's a little early in the game to be releasing that. But there will definitely be more to come because it's an area of excitement for all of us.

We have first question from DJ Hynes with Canaccord Genuity.

Hey, guys, this is Ryan on for DJ. So I just want to double click on Procore Pay for a minute. We've spoken in the past how some customers are -- they're sort of hesitant to make that switch over the product mid project. So I guess as the industry faces these headwinds and presumably the number of project falls, are you seeing customers sort of retool between projects? Or are they sort of just sitting on their hands waiting for the market to turn for them?

Hey, Ryan. So I can tell you one thing I know for sure. Our customers never sit on their hands. So there's no hand sitting here. I think what you're referencing, though, is that, yes, it doesn't make a ton of sense to bring a project online in the middle of a project on to pay because that's actually changing the way you pay your vendors and that's probably not scalable. But the reality is, is that our customers run dozens, if not hundreds of projects that are all staggered over time. So just because they're not bringing on an existing project that's three-quarters of the way done, it doesn't mean that they don't have a project starting tomorrow that they can bring on to the platform. So that's the beauty of this industry is our customers start and stop jobs every day of the week. And so we are very diversified across their book of business and their portfolio. So we don't really worry about the next job, not the last job not coming on, we worry about the next job coming on.

Okay. Makes sense. And then if I could sneak one in for Howard. Just maybe a little clarification. I thought you might have read somewhere that you guys are either in the process of or you might have already winded down the materials financing effort. Is this right? And if so, like can you talk a little bit about what that new model looks like and what kind of traction you're seeing there?

Yes. So the materials financing product that we had was our attempt to address the working capital problem in the industry. That problem still exists and we continue to explore different options to address that working capital problem. But we did wind down the materials finance business last year. And we continue to look at opportunities and ways to address those issues in the industry.

We have first question from Alexei Gogolev with JPMorgan.

Hi, everyone. Tooey, if I may ask about the incremental signs that you may be seeing with regards to stability of renewals.

What's the question?

Well, I think it's about the challenges with renewals for Q2 or something [indiscernible].

Alexei, this is Howard. I can provide an answer. The stability that we're seeing is really in our churn performance, and that's consistent with what we saw in Q1. Recall last quarter, we talked about the cohort of customers that made purchases with Procore last Q1 and the stability we saw in this past Q1. We're seeing the similar dynamics in Q2. What we are still seeing though is challenges in terms of the expansion of those customers. And what that is doing is actually -- we're not -- we didn't perform as well as we wanted to in Q2, and it's primarily driven by that expansion component. And what that does is it was -- the performance was a bit lower in terms of what we expected from a retention standpoint. But churn is the piece that is stabilizing.

Understood. Thank you, Howard. And in terms of the average win rates during the last quarter, you talked about those win rates being stable. Any update? Have you seen any improvements in win rate completely?

The win rates still remain stable. Just like we said last quarter, we are not seeing any significant variations in those win rates at all.

We have first question from Nick Altmann with Scotia Bank.

Awesome. Thanks, guys. Howard, I appreciate the update on the CRPO framework for the end of the year. But it does sound like there's some strength with Procore Pay and some of these products that don't necessarily flow into CRPO. So how should we be thinking about the delta between CRPO growth and revenue growth on a go-forward basis as some of these newer products, Procore Pay, , et cetera, don't necessarily move the needle on RPO?

Yes. I'll say from a revenue standpoint, I'll specifically talk about Procore Pay because the other ones are even more smaller. It's still going to be immaterial to our revenue results this year and also for next year for that matter. We are still very excited about it. But remember, we talked about the ramp period and the adoption period could take up to 24 months. And so for this year and for next year, those will still be very small contributions and immaterial. So I wouldn't look at that in terms of a significant delta with the comments I made about CRPO.

Okay. Great. And then Tooey, in your prepared remarks, you talked about sort of the necessary changes that need to be made as you scale past $1 billion in revenue here. The construction network has amassed; I think it's like over 300,000 entities in the relatively short order. I know there's no plan to directly monetize that. But as you think about the next couple of years, can you just talk about maybe some of the underappreciated benefits there, how you envision the network sort of playing a broader role in the company and stakeholders in the ecosystem. And additionally, with the rollout of this channel network, does that sort of fit into the equation here as well?

Yes, Nick. By the way, this gets me to be able to promote our mission at Procore, which is to connect everybody in construction on a global platform, which I love. But if you think about it, the more folks that we can get engaged on our platform, not just collaborators who are the free users and our customers' accounts, but people that are actually benefiting from the Procore construction network as getting -- receiving a bit invitations for instance, on the network, just gets them more engaged and really what drives network effects is engagement. And so the more folks that are engaged on our platform on a daily basis, the more opportunity we have to be able to provide them with services that they value. And so for me, this is just one more solution that we can provide to actually drive adoption of the platform. So it's a very exciting piece of the equation, but it's just one piece to get that flywheel spinning of all of the folks that are involved to become Procore customers.

We have first question from Robert Trout with Macquarie.

And if I could just, I guess, my first question, a follow-up on the previous discussion. I think it makes a ton of sense [indiscernible] long-term adoption.

Robert, we can't hear you.

Bob, we lost you. Can you speak up?

Sorry about that. I think you're exactly right, what we need is a pro quarter [indiscernible].

Yes, we got you.

So just following up on the last point. I thought one of the best things that you guys did in the last couple of months even my first quarter, covering you all, was really take a more active leadership position with demonstrating via the webinars or whatever, the immediate impact of adoption to the largest potential cohort of your TAM, which would be the subs. And I realize the GC will always be the flywheel. But when you think about kind of shrinking back on kind of 18, 24 months kind of muted period for construction activity. You guys become -- with the solution you offer, which is the -- here's how you stay in business during periods that are not the rosiest from a macro standpoint. So I'm wondering, and that's why I thought those webinars were great, I'm wondering how from, within the context of the new go-to-market framework, you're sort of pitching that to the most vulnerable part of the pie. The one -- the subs with the cash flow issues for whom stretching things out and smaller deals might be the difference between staying alive or shutting down. Hopefully, that wasn't too long.

Bob, welcome to the family, first and foremost. I love that you -- I love construction. So listen, it sounds to me like you might be referencing the Innovation Summit that we just hosted and as well as a lot of the other efforts that we do. And I do think that you're absolutely right. Your hypothesis is true, which is during challenging economic times, everyone that I know that works in construction that's successful is always looking for ways to optimize their business. They're always looking for ways that they can do more with less, that they can solve their cash flow challenges, that they can avoid risk and that they can actually find opportunities that they can exploit in order to increase their margins. So yes, I mean we don't only promote that to the lower end of the market, the smaller folks. But we do it to the upper end of the market, too. I mean Procore, enables our customers to run more construction volume per person when they run Procore, which is just a staggering number, if you think about it. And we actually do help our customers drive better businesses. So in challenging times, it's really important. In good times, it's really important. But yes, it is part of the message that we deliver to the industry is that we are a force multiplier to help them run better businesses. I hope that answers your question.

We have first question from Brent Thill with Jefferies.

Tooey, if you can just put this go-to-market change in context, if you looked at like what percentage of the go-to-market team you're making a change to. And I guess when you think about the timeline of how this settles in, kind of when you started this, when do you expect it to kind of reach kind of peak change. Can you just maybe walk us through an easy way to think of it? That would be super helpful.

Yes. So I think if I go with what we're doing, it will help you understand. So really, it does touch the vast majority of the go-to-market engine because this is a GM model, right? So reporting lines will change for a lot of folks because they're going to report up through a GM instead of directly into a global head of sales or a global head of customer success. So that's number one. And that's going to drive that customer centricity, as I talked about earlier and allowing the autonomy of the GMs to be able to run their businesses. The second piece is going to be around roles and responsibilities. And that doesn't change a lot of folks' jobs. But it does emphasize to them the importance of becoming a trusted adviser and partner to the customers that they support and that they sell to. So it's an enablement opportunity for us; it's getting folks in the right roles. And then there's that roles and responsibilities piece at the end, which is we are going to add new roles. The product specialists is going to be another one, which is really going to be these overlays that are going to help our customers get more value out of what they bought with Procore. And then those are people that are going to actually have mud on their boots. They're going to go on to job sites and help our customers run better businesses. So it's going to touch a broad swath of the revenue organization. And it's something that you asked when we made the decision. We started acting on this quarter.

And Brent, this is Howard. I can touch a little bit on your timeline question going forward. This is something that is going to touch a lot of areas to Tooey's point, and it will cause disruption. Frankly, it's a bit early to provide any specific timelines on when we might be able to expect the returns on these. Now obviously, we're going to move as quickly as possible in terms of making these changes. And we've always tried to be as transparent as possible with everyone. And so as we go through this transition, we'll provide more insights to you at the first opportunity. The couple of other things to think about, we're making this change in the middle of the year that will impact -- and the disruption will impact the back half of the year and specifically Q4, which typically is the largest bookings quarter for any SaaS company. And we're doing that proactively and deliberately. And if that's the case, we are building in incremental conservatism in terms of what that looks like and what that's going to do in terms of the impact on fiscal '25 revenue. And so we'd encourage everyone to do that as well in terms of buying an incremental conservative.

Just one quick one, this is super helpful. When you think about how long it takes to communicate and get this in place? Is this two months? Three months? A month? Two weeks? How do you think about just the execution when everyone knows where they're going to be at?

This is Howard again. The natural point to make all of these changes active is going to be obviously at the beginning of the fiscal year. We know that the amount of change that we're going through is going to take time, which is why we're trying to start as early as possible. And so while we're going to get a lot of the mechanics, the decisions are made where while we're trying to get as much as the mechanics done as we can by the beginning of the year, the reality of it is it will likely trickle into next year in terms of the mechanics. And then it will take time for us to through a learning curve and get acclimated to that model as we think about when we'll get the returns from that going into next year and hence going forward.

We have first question from Andrew Sherman with TD Cowen.

Thanks. Tooey, the move to the GM model, I think, makes sense and has been done by other companies as you said. And Larry, I think you said has done this before, but it's a big undertaking for a new CRO. But it would be great to hear how his experience helps this effort. And also how you've mentioned doing a similar process in the tech organization. So it would be great to hear how learnings from that can inform the go-to-market changes and how you've kind of -- you've been here before and you have confidence that you can do this.

Yes. So Steve Davis did -- when he came on board, he did put in a whole new topology in the P&T organization. And generally, those kind of transitions starts with talent, right? And Steve did a wonderful job bringing in a leadership team underneath him and the folks that actually had that pattern recognition. Larry is doing exactly the same thing. So Larry seen this before. He's bringing in the right folks underneath him. And he's also bringing the entire organization along with them. You cannot do this in a silo. There's nothing more important in these kind of transformations than clear and concise communications. And so we're spending a lot of energy and effort on that too. But you're right, here's the interesting thing is Procore, is not doing this as a one-off. When I looked at a lot of companies that had the privilege of reaching the scale that Procore has had, this is not an uncharted territory. Most of them, if not -- like a lot of them have gone through this transformation. So it's not something that we have to invent from scratch. And so I'm very confident we've got the right team; we've got the right plan in place. And now it's a matter of execution, and I'm confident we're going to do it.

Andrew, this is Howard. I'm going to just add one more thing. Larry certainly does bring a tremendous amount of experience that's applicable to what we, as Procore is trying to embark on in terms of things like public sector. But one of the things that I think is a great asset that Larry brings is his ability to manage through large transformations, which is what we're trying to -- which is what we're going through in terms of this evolution. And so I think that will be a big asset for us.

That's great. And then a separate topic, but the construction macro data that we all look at has been fairly weak recently, kind of all year. But would love to hear what signals you're seeing and looking for that things could turn around, especially as interest rates drop.

I have to tell you that we look at the same data you look at. So we're not going to disagree with you on the data in general. And then I get this opportunity every day to talk to our customers. So I'd never miss an opportunity when I'm getting off the phone to ask our customers about the macro impact on their business, what they're looking forward to, and what's changed. And frankly, because it's such a sentiment-driven industry, I mean, I think an interest rate drop would probably have some help here. But in general, they all tell me that even if we get better macro, we still have this headwind around getting qualified folks into the industry to actually do the work. And so there's no real silver bullet into making this industry accelerate again. But some good news on the economy would go a long way [indiscernible].

Thank you. Thank you all. I can confirm that does conclude the Q&A session and today's conference call. Please enjoy the rest of the day, and you may now disconnect from the call.