Greetings, and welcome to the Varonis Systems, Inc. Fourth Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. It is now my pleasure to introduce your host, Tim Perz. Thank you. You may begin.

Thank you, operator. Good afternoon. Thank you for joining us today to review Varonis' fourth quarter and full year 2024 financial results. With me on the call today are Yaki Faitelson, Chief Executive Officer; and Guy Melamed, Chief Financial Officer and Chief Operating Officer of Varonis. After preliminary remarks, we will open the call to a question-and-answer session. During this call, we may make statements related to our business that would be considered forward-looking statements under Federal Securities Laws, including projections of future operating results for our first quarter and full year ending December 31st, 2025. Due to a number of factors, actual results may differ materially from those set forth in such statements. These factors are set forth in the earnings press release that we issued today under the section caption forward-looking statements and these and other important risk factors are described more fully in our reports filed with the Securities and Exchange Commission. We encourage all investors to read our SEC filings. These statements reflect our views only as of today and should not be relied upon as representing our views as of any subsequent date. Varonis expressly disclaims any application or undertaking to release publicly any updates or revisions to any forward-looking statements made herein. Additionally, non-GAAP financial measures will be discussed on this conference call. A reconciliation for the most directly comparable GAAP financial measures is also available in our fourth quarter 2024 earnings press release and our investor presentation, which can be found at varonis.com in the Investor Relations section. Lastly, please note that a webcast of today's call is available on our website in the Investor Relations section. With that, I'd like to turn the call over to our Chief Executive Officer, Yaki Faitelson. Yaki?

Thanks, Tim, and good afternoon, everyone. Thank you for joining us today to review our fourth quarter and full year 2024 results. Today, I would like to update you on the progress of our SaaS transition and to review why Varonis is best positioned to capitalize on the growing opportunity to secure the world's data. We introduced Varonis SaaS to the world a little over two years ago, and we are excited by the progress that has been made in that time. During 2024, we added over $200 million of SaaS ARR and ended the year with approximately $340 million of SaaS ARR or 53% of total company ARR. This is happening so fast because our SaaS offering is a better product that allows customers to better secure their data with less effort. While these numbers suggest that providing a better product is easy, there has been a lot of hard work going on behind the scenes to make that happen. And I would like to take a moment to thank our team for their efforts. We still have many existing customers to convert to our SaaS platforms, but it is clear that we are well on our way to becoming a SaaS company. Although we have started to realize some of the benefits of SaaS, there are so many more to realize once the transition is complete. For example, once we are fully transitioned to SaaS, our customers would enjoy greater levels of security with much less effort, and we expect to see better retention rates and over time, a market into which we can re-accelerate our upsell motion. This is a key reason why we plan to accelerate our transition time. And now we expect to complete it by the end of 2025, a year earlier than our previous outlook and two years earlier than our initial expectations. Turning to our fourth quarter results, ARR grew 18% to $641.9 million, and for the first time, SaaS ARR represented the majority of our ARR base. New customer momentum was the single biggest driver of these results, and this is due to the simplicity of our SaaS platform and our MDDR offering as well as customer interest in deploying GenAI, which requires them to fortify their data security strategy. While our existing customer conversions continue in a healthy way during the fourth quarter, this conversion is time- and resource-intensive. We believe our sales efficiency and ability to drive growth from our base will actually accelerate post-transition once our reps are able to focus on upsell and cross-sell rather than converting self-hosted customers. In 2024, we continued to balance strong top-line growth with improved cash flow generation, and we generated $108.5 million of free cash flow versus $54.3 million last year. Crossing the $100 million of free cash flow is an important milestone for our company, and we plan to continue to generate meaningful free cash flow going forward. Guy will review our results and initial guidance in more detail shortly. Now, I would like to take a step back and discuss the growing need for data security and why we are best positioned to win in this market. Our world runs on data, and because of its importance, everyone knows that they need to secure it. When we created Varonis SaaS, we had the benefit of more than a decade of experience securing large complex environments. We used those learnings and our considerable resources to transform Varonis into an automated data security platform based on a world-class scalable cloud architecture. It was critical that we did this in the right way because every day more data is created in more places, and it's become harder to secure. This means automation and scalability are not just core differentiators for Varonis, but also the only way to stay ahead of today's threat environment. As time passes, the need for our automated platform and the value we give to our customers grows stronger. For many years, we had to evangelize our approach, but now the market gets it. Data is where the damage happens, and stopping breaches is not only about avoiding fines; it's about keeping the lights on. And in the age of AI, securing data has never been more important, but data has never been more at risk. Today, bad actors don't break in; they log in. Attackers instantly become insiders and can easily collect data because the blast radius is unmanaged, and everything is connected. AI makes attackers' jobs even easier and insiders much more dangerous. They just have to ask for the data, and AI will compile it for them. Companies understand this and spend a lot on perimeter technologies, but breaches keep happening, which shows that these technologies are important, but they are insufficient. Many organizations are also trying to address data security with manual work and point solutions, and they are failing. Varonis automatically secures data with our unified platform. Our goal is to make data security as reliable and effortless as owning a credit card that protects you against fraud. Our cloud-native unified data security platform has a wide coverage and deep functionality to secure data at scale wherever it lives. We automatically locate and classify sensitive data, and because we understand what an identity can access and what it should be able to access, we are able to automatically reduce the blast radius. We monitor and understand data-related behaviors, so we can detect suspicious behavior, and if a bad actor gets in or an insider emerges, we help minimize the damage. Our platform has allowed us to bring our unique functionality to every enterprise data domain from on-prem data stores to SaaS, PaaS, and hyperscalers like AWS, Azure, and Google Cloud. Expanding our coverage into these additional data stores has enlarged our total available market and brought us into new projects where we sometimes compete in RFPs and POCs with point vendors that do discovery and basic posture management. While these vendors help us build the market for data security, in most cases, we still do not face direct competition when it comes to actually securing large datasets wherever they are in the cloud or in the data center. When we do a risk assessment, our differentiated value becomes clear; simply finding sensitive data does not ensure that it is secure. Once sensitive data is located, remediating overexposure at scale is not possible through manual work. Varonis is unique in that we discover and classify sensitive data, automatically fix issues, and then detect and stop threats on data, which is the only way to secure data. Switching gears, a year ago, we introduced MDDR, which is the first managed service for monitoring and securing critical data. This offering is built on top of our SaaS platforms and leverages our unique data-centric telemetry alongside the AI and machine learning embedded into our platform to deliver automated data security. MDDR has been the fastest-adopted new product launch in the history of Varonis. We are already seeing this drive meaningful new business and existing customer conversions, and we are still just scratching the surface of this massive opportunity. The proliferation of AI is also expanding our technical moat as we leverage our unique datasets to help prevent data breaches. This gets stronger as we add more coverage in automation and the network effect goes as we add more customers to our SaaS platform. Customers want to deploy AI, which also brings data security conversations front and center. We saw growing impact during the fourth quarter from these GenAI initiatives. With that, I would like to briefly discuss a couple of key customer wins from Q4. New logos are the drivers of our business momentum and this quarter, a large hospital system with 10,000 employees became a customer. They were looking to deploy Copilot but knew that data security and privacy would be a big concern. This was confirmed by our risk assessment. As a result, they purchased Varonis SaaS for hybrid with MDDR and Copilot. In one week, they automatically locked down 43,000 exposed files and labeled 98% of their sensitive data through the power of automation in Varonis SaaS. This success empowered the CISO to recommend to the Board that the company could safely deploy Copilot throughout the organization and enable this hospital to be a leader in GenAI adoption. We continued to see strong demand from existing customers looking to convert to our SaaS platform. One of those was a large bank with 6,000 employees that first became a customer in 2019, originally using Varonis for visibility into their file shares, understanding data ownership, and automating entitlement reviews. Over time, they have significantly expanded their deployment to include data classification, alerting on threats, and automatically fixing exposures on-prem and then doing all of this in the cloud before ultimately converting to SaaS this quarter. Upon conversion, they purchased Varonis SaaS Hybrid with MDDR and Copilot and Salesforce. This will allow them to safely deploy Copilot and find and fix overexposed sensitive data in Salesforce. In summary, we are excited by the approximately 50% increase in ARR from new customers, which was driven by the simplicity of SaaS and MDDR as well as Generative AI raising awareness for our solution. We look forward to continuing our momentum and completing our SaaS transition in 2025, which will unlock many more benefits as we capture our massive opportunity. With that, let me turn the call over to Guy. Guy?

Thanks, Yaki. Good afternoon, everyone. Thank you for joining us today. We are pleased with our fourth quarter results, which reflect a story of two companies: one, our momentum with new SaaS customers driven by the simplicity of the platform and Copilot, which for the first time saw meaningful contribution from AI-related purchases; and two, our existing self-hosted customers, which despite seeing very healthy conversion activity, are currently diluting our growth rate, which I will expand on shortly. As a result of the strong new customer momentum and sizable existing customer conversions, we ended Q4 with 53% of total company ARR coming from SaaS. Historically, a majority of our ARR growth was driven by expansion within our base, but with the move to SaaS, our new business has been exceptionally strong and is the number one driving force behind the momentum in our results. This is happening because of the simplicity of SaaS and MDDR as well as GenAI raising awareness for the need to secure your data. SaaS is also increasing the size of and our ability to penetrate our TAM as we’re leveraging our platform to expand into new data stores. We feel very good that the success we have seen selling to new customers will continue going forward. Conversions of self-hosted customers were also very strong because customers see the value of SaaS and MDDR, which helps customers achieve their goals with very little effort as we do almost all of the work for them. At the same time, these conversions require a lot of effort due to legal and procurement work, and SaaS security checklists required to get customers to convert to SaaS from self-hosted. Despite the healthy uplift we recognize upon conversion, the amount of time spent on this part of the sales cycle is greater than a traditional upsell or cross-sell. In addition, our growth for many years was driven by upsells, and until we convert customers to SaaS, the upsell motion is on hold. This means that conversions are dilutive to sales efficiency during the transition and serve as a headwind to our ARR growth and expansion motion when compared to historical levels. In the fourth quarter, we had a huge volume of conversions, and these took a lot of time and effort for our sales team, and yet we still had strong results, despite this temporary productivity headwind. Our view is that when almost all of our customers are converted, we expect that our teams will become more productive primarily due to increased customer satisfaction with the SaaS platform and also a simpler selling process once a customer is on a SaaS contract. Because of this, we’re making a strategic decision to accelerate Phase 2 and now expect 78%, or approximately $580 million of our total ARR, will come from SaaS by year-end, completing the transition two years earlier than our initial target and one year earlier than what we said last year. The strength of our business and the inherent leverage in our model have allowed us to show significant margin improvement. As a reminder, we set a long-term target of 20% ARR contribution margins by 2027 at our Investor Day in March 2023 and ended 2024 at 16.6%, so we are well ahead of that plan. The leverage of our model allows us to continue to show margin improvement while making strategic investments to reaccelerate our top-line growth back to 20-plus-percent and capture the larger opportunity that we see developing. We expect these investments, coupled with sustained new logo momentum, will also enable us to continue to grow ARR at healthy levels this year despite the conversions taking more time and effort to do. In addition, we believe that accelerating the transition will better position us to accelerate our growth post-transition and will provide us with several benefits over time including, one, better sales productivity; two, better ability to upsell these SaaS customers; and three, further increases to our already healthy gross retention due to MDDR and the automation of our SaaS platform allowing a customer to be better protected with very little effort on their part. To summarize, we’re thrilled with the momentum of the new business, and we’re accelerating Phase 2 of our transition from a position of strength. We now expect to complete the SaaS transition a full year earlier than what we told you a year ago and we expect our business to remain strong in 2025 with continued commitment to improved leverage, although at a slightly slower pace than last year, as we see a much greater opportunity we want to take advantage of. In the fourth quarter, ARR was $641.9 million, increasing 18% year-over-year, and this year we generated $108.5 million of free cash flow, up from $54.3 million last year. These metrics illustrate the ability to drive top-line growth, margin leverage, and cash flow generation while transitioning to SaaS. We ended the year with 5,600 subscription customers, which grew 13% year-over-year. ARR per new customer grew approximately 20% year-over-year as we are successfully moving up market to larger organizations and also selling more of the platform in the initial deal. Our dollar-based net retention rate for subscription customers was 105% at the end of 2024, adjusted for FX, which reflects steady gross retention and more limited upsell and cross-sell activity as reps prioritized converting self-hosted customers to SaaS. In the fourth quarter, total revenues were $158.5 million, up 3% year-over-year. During the quarter as compared to the same quarter last year, we had approximately an 18% headwind to our year-over-year revenue growth rate as a result of having increased SaaS sales in our bookings mix, which are recognized ratably vs. the upfront recognition of our on-prem subscription products. SaaS revenues were $72.2 million. Term license subscription revenues were $66.8 million, and maintenance and services revenues were $19.5 million as our renewal rates were again over 90%. Moving down the income statement, I’ll be discussing non-GAAP results going forward. Gross profit for the fourth quarter was $133.8 million, representing a gross margin of 84.4% compared to 88.5% in the fourth quarter of 2023, despite significant revenue headwinds, which were largely offset by SaaS platform efficiency. Operating expenses in the fourth quarter totaled $118.4 million. As a result, fourth quarter operating income was $15.3 million or an operating margin of 9.7%. This compares to an operating income of $27.2 million or an operating margin of 17.7% in the same period last year. During the quarter as compared to the same quarter last year, we had approximately a 13% headwind to our operating margin as a result of having increased SaaS sales in our bookings mix, which are recognized fully ratably versus the upfront recognition of our on-prem subscription products. Fourth quarter ARR contribution margin was 16.6%, up from 13.4% last year. The significant leverage improvement reflects our ability to drive strong incremental margins while growing ARR and transitioning to SaaS. During the quarter, we had financial income of approximately $11.6 million driven primarily by interest income on our cash, deposits, and investments in marketable securities. Net income for the fourth quarter of 2024 was $23.9 million or $0.18 per diluted share, compared to net income of $34.3 million or net income of $0.27 per diluted share for the fourth quarter of 2023. This is based on 135.1 million and 126.1 million diluted shares outstanding for Q4 2024 and Q4 2023, respectively. As of December 31, 2024, we had $1.2 billion in cash, cash equivalents, short-term deposits, and marketable securities. For the 12 months ended December 31, 2024, we generated $115.2 million of cash from operations, compared to $59.4 million generated in the same period last year and CapEx was $6.7 million, compared to $5.1 million last year. I will now briefly recap our full year 2024 results. Total revenues grew 10% to $551 million. In 2024 as compared to 2023, we had approximately a 10% headwind to our year-over-year revenue growth rate as a result of having increased SaaS sales in our bookings mix, which are recognized ratably vs. the upfront recognition of our on-prem subscription products. Our full-year operating margin was 2.9%, compared to 5.8% for 2023. In 2024 as compared to 2023, we had approximately an 8% headwind to our operating margin as a result of having increased SaaS sales in our bookings mix, which are recognized fully ratably versus the upfront recognition of our on-prem subscription products. Turning now to our initial 2025 guidance. As a reminder, our initial ARR guidance reflects flat net new ARR as the starting point for the year, similar to the approach that we used last year. For the first quarter of 2025, we expect total revenues of $130.0 million to $135.0 million, representing growth of 14% to 18%. Non-GAAP operating loss of negative $14 million to negative $11 million. And non-GAAP net loss per basic and diluted share in the range of negative $0.06 to negative $0.04. This assumes 113.6 million basic and diluted shares outstanding. For the full year 2025, we expect ARR of $737 million to $745 million, representing growth of 15% to 16%; free cash flow of $120 million to $125 million; total revenues of $610 million to $625 million, representing growth of 11% to 13%; non-GAAP operating income of $0.5 million to $10.5 million; non-GAAP net income per diluted share in the range of $0.13 to $0.17. This assumes 137.5 million diluted shares outstanding. In summary, we are excited to finish 2024 with the majority of our ARR coming from SaaS for the first time and are encouraged by the step function change in the new customer momentum we are seeing. We look forward to completing our SaaS transition in 2025, which we believe will better position the company to accelerate growth and show continued free cash flow improvement on our way to our $1 billion ARR target. With that, we would be happy to take questions.

Our first question comes from Matthew Hedberg at RBC Capital Markets. Please go ahead with your question.

Hey guys, this is Mike Richards on for Matt. Thanks for taking the question and congrats on the results and the accelerated timeline here. Maybe we're sitting here a year from now and we're talking about upside to that flat net new ARR growth. Could you talk about maybe where there might be some conservative assumptions around either Copilot uptake or conversions of the base? And how are you accelerating that Phase 2? Is that going to be through a care-and-stick approach? Are we looking at sales incentives? Just any detail around that would be great. Thanks.

Hi, thanks for the questions. I think that primarily the acceleration within the base is that customers want to avoid a data breach, make sure that they don't have compliance files and protect everything effortlessly, and this is what we are doing. So just natural expansion and the way that we have this deep functionality, a lot of automation in our platform, just covering a lot of data stores. Just many times, it's hard for customers to get everything right off the bat, but with time, they understand that they need everything, and we just provide this automation and the AI just to make the data security problem inevitable. You see what's going on daily. I think that Copilot is one of them, but you see many Copilots, and everybody will work with these agents that primarily what they do by design is take all the databases that they can get to as if these robots will not be able to get only to the data that they need to get; it will end up in a disaster. So we just see the demand on this all front.

In terms of the conversions, we saw a lot of success in 2024 converting our existing customers to SaaS. And during the process of doing so, we learned a lot. So when we look at those learnings, we're making some strategic investments in sales and customer success, support, and legal to support the transition, and we really plan to start our renewal process even earlier this year to allow for more time to process the additional paperwork associated with moving to SaaS. So overall, we feel very good about the opportunity to accelerate our SaaS transition and enable our company to realize the benefit of SaaS a year earlier than our previous expectations and two years earlier than our initial plan.

Thanks, guys.

Thank you. Our next question comes from the line of Hamza Fodderwala with Morgan Stanley. Please proceed with your question.

Hey. Thanks for taking my question. Guy, I'm a little confused by your earlier comments on the renewal process. Are you talking about pulling forward renewal deals so that way you can get more conversion to SaaS from the existing customer base? And then just more on a high level, it seems like you're going to be done with the SaaS transition spend this year, largely complete, and that's two years ahead of your initial plan. But as we think about the durability of this mid-teens growth, right, once you surpass this transition broadly, how do we get confidence in the ability to sustain that? Is it going to come from more momentum on the AI front? Is there sort of another product cycle that you're quite confident about because I think that's really one of the key areas investors are focused on? Thank you.

So first of all, in terms of the renewals, we're talking about the actual renewals that expire within the year. We want to make sure that we're ahead of the gain, and we're talking to customers about the benefits of SaaS. It's a no-brainer for them to move, but sometimes there is additional paperwork that is part of the process. And obviously, when you move from on-prem to SaaS, it's a different checklist from a security perspective. So there's a lot of documentation. It's not a technological challenge; it's more of a documentation challenge that we want to be ahead of, and that's why we want to start the conversation with customers that are about to renew earlier than what we did last year. So that kind of takes care of that component. When we look at the growth within 2024, the growth of new customers was outstanding. We were really pleased with the ACV new customer growth growing at 50%. And the actual conversions and kind of the lack of upsell because none of our reps are really dealing with the upsell opportunity when you're an on-prem subscription customer; you want to make sure that you move them first to SaaS, and only then you'll start talking to them about additional platforms to sell. So there's a lot of goodness that can happen once we move through and become a fully SaaS company, and that's what we're planning on doing in 2025.

It's important to understand that the discrepancy in value between self-hosted and SaaS is drastic. You're talking about 10% of the effort for the customer and really what we call 10x more value in terms of just the speed that you get and the way that you are protected. When you're talking about a customer in SaaS, we protect the data in the cloud and on-prem, all the data repositories, proxy, DNS; our experts backed by AI, luckily 24x7, we labor and classify everything automatically, reduce the blast radius, look at the intent of these Copilots. It's just second to none. And once you have all the customers there, because think where the world is going, you will have more and more data repositories, Databricks and Snowflake; everything that you have on iOS. And what you want to do eventually is to avoid the data breach and to have this automated value proposition that can make sure that you understand any abnormal behavior, you understand any identity, human anomaly, and how they are accessing data. There is just so much to do in the data space. And our ability on this very unique cloud architecture that we build to innovate very fast works very well. And the other thing that works extremely well for us, it's a massive volume of scale, and we build this architecture that it can scale. So we really believe that everything that we have in terms of innovation is extremely relevant for our customers and believe that it's what we call high probability innovation that we can innovate. If you can come to the customers and organically stemming on what they bought just to expand to more.

Thank you. Our next question comes from the line of Saket Kalia with Barclays. Please proceed with your question.

Okay, great. Hey guys, thanks for taking my question here. Guy, maybe for you just dovetailing off that last kind of topic. It's interesting to hear the team sort of bring up the idea of getting back to 20% plus ARR growth someday. Can you just maybe unpack that a little bit in terms of what needs to happen to accomplish that? Maybe how much of that is coming from conversions versus new, obviously a very successful new logo component this year. Maybe there's new products like MDDR. Any additional color on that goal would be super helpful.

Certainly, Saket. When we discuss returning to over 20 percent growth and consider our performance in 2024, we really see two different aspects of the business. The new business is doing well, and we're seeing an increase in average selling prices. Notably, new business grew by 50 percent in annual contract value. Overall, we are very happy with this performance. In terms of net revenue retention, it came in at 105 percent, and we expect it to improve after the transition. As we look at our current situation, we are focused on moving as quickly as possible in 2025, which is why we are accelerating the transition. We believe that completing this transition will not only help us provide better value to our customers but will also enable us to sell them additional licenses, which we think can boost our net revenue retention. With the simplicity of the MDDR and the benefits from Copilot, we foresee several positive factors continuing to support us, aligning with our goal of achieving over 20 percent growth as a company.

It's quite straightforward. If you consider the nature of a breach, it can occur on platforms like Salesforce, Office 365, file shares, Databricks, Snowflake, and in databases. Our SaaS strategy has dramatically reduced hurdles for customers. Essentially, all they need to do is make a purchase, and we handle the rest. Our AI operates on multiple fronts. One aspect involves safeguarding AI by prioritizing permissions, identifying unusual behavior, and understanding intent, which is crucial. Additionally, our work with MDDR and automation enhances AI, allowing our analysts to be significantly more efficient. We're striving to eliminate any reasons for customers to hesitate; we can manage everything for them with rapid deployments. From day one, we ensure data is secured, monitored, and protected without hindering any business operations. This represents a very compelling value proposition.

Thank you. Our next question comes from the line of Brian Essex with JPMorgan. Please proceed with your question.

Hi, good afternoon. Thank you for taking the question and great to see the reacceleration of customer growth here. I guess on that either Guy or Yaki, I think we've previously talked about Phase 1 versus Phase 2 and Phase 2 being kind of the stick phase where you push customers or incentivize them a little more aggressively to convert. Could you help us understand, as you're pursuing more aggressive incentives to bring customers over to the SaaS platform, how should we get comfortable, or how do investors get comfortable, that you won't see accelerated attrition from the platform? And what are those conversations like? I think you talked about learnings from what you've seen over the past year or so. But how can we kind of maybe get some little bit of insight from those learnings to get us comfortable with the durability of the customer base on your platform? Thank you.

We certainly learned a lot from our previous transition. One of our main priorities is ensuring the benefit for the customer and determining what works best for them. We have observed that the SaaS product is significantly more advantageous for them and provides better protection. The MDDR offering is exclusive to the SaaS product and is not available with the on-prem subscription. This enables us to handle many tasks for them and ensures our platform is delivered in an automated manner, along with various benefits. As we consider this transition, we aim to execute it properly, keeping the customer in mind. Additionally, for 2025, we have designed our commission structure to incentivize our sales team on the convergence while still focusing on new business. While new business remains a top priority, we are committed to ensuring that the transition is beneficial for everyone involved and that we successfully complete it in 2025.

No, it was a very challenging task to create this robust, scalable architecture because managing data at scale is a significant issue. However, we are now experiencing rapid innovation that is yielding great benefits for our customers. We have introduced numerous new features, and in this evolving world of AI, the data security challenge has become a conflict between automated systems. It is logical for our customers to transition to these automated solutions since humans cannot manually resolve these issues. We are equipped to ensure that our customers are well-protected and will likely avoid data breaches as we offer round-the-clock protection.

That's helpful. I mean, have you seen resistance from customers, or is it a lack of resistance that maybe gives you confidence that you can maybe go more aggressively about converting them to the SaaS platform in MDDR?

As you can see, it progressed much quicker than we anticipated, and the MDDR is a robust offering. The remediation automation we have in the cloud provides immense value to customers in a seamless way, allowing for expansion. We understand that there are significant data stalls, and nearly every major breach is a data breach, which organizations want to avert. When speaking with a CISO today, they emphasize the importance of preventing data breaches to avoid compliance fines, while also seeking to manage this process effortlessly with a relatively small team. This is precisely what we are delivering for them. For this to be effective, we need to operate in the cloud. This is why we are accelerating our efforts; we aim to ensure we are adding value to all our customers, and to achieve that, they need to transition to SaaS.

Thank you. Our next question comes from the line of Joel Fishbein with Truist Securities. Please proceed with your question.

Thanks for taking the question. Guy, just for you. I'd love some more color and if you can quantify it in any way the backlog that you currently have and how the pipeline is. I understand you're having some challenges via the conversions, but I just want to understand the health around that pipeline and the backlog? Thanks.

I wouldn't say that when we talk about the conversions, I think they're weighing on the growth that when you look at kind of the new business behavior, but I wouldn't say that it's not something that we can deal with. When you look at the pipeline, we have a healthy pipeline. We have a lot of conversations with our existing customers on the conversion to SaaS. We're trying to start the process, as I mentioned before, earlier than what we would otherwise. And I think in terms of setting ourselves up for 2025, we feel very good with where we are today, both on the new customer side and on the existing customer conversion.

Thank you. Our next question comes from the line of Joseph Gallo with Jefferies. Please proceed with your question.

Hey guys, thanks for the question. You guys have done a nice job of innovating and adding protection for different data stores, whether it's Salesforce, ServiceNow, Databricks, Snowflake, et cetera. Any quantitative disclosures you can provide on just traction you're seeing there? And then which of those buckets do you expect to see the most benefit to ARR in 2025? Just trying to see outside of Copilot, what areas you can see the most growth in? Thanks.

Yeah, I think that some of them it's early. We just released the coverage, but overall in terms of demand, we see it all over because you see that this is where breaches are happening. I think that the realization that we see from the marketplace is that there is an acute need for data security and data security makes sure that we don't have a breach. Think about the sheer data size that they can do it automatically; that discovery by itself will not work, rudimentary posture. Most of the time, you're not adding value; you really need to make sure that you can understand all the critical data immediately automatically, and it's coming from all over. We see that the demand is coming from all the repositories. If you are doing it right, once we can apply all the features, once we can apply the automated remediation, the UBA and everything around it. But we see interest in most of these data stores. Source code repositories are critical, data boost is critical, Snowflake is critical, thinking about Salesforce is where you have PII, most of the ransomware attacks still happening on file shares, on-prem; it's everywhere. And the other thing that works extremely well for us, it's also everything that we are doing around identity in the adult stream. So when you look at our MDDR, most of the bad actors we catch before they get to the data once they get compromised identity. What happens today is that bad actors are not breaking in; they are logging in. As you know, we get them, and once there is a compromised identity, there is no perimeter anymore and obviously insiders are a big threat. So we just catch them most times, actually, before they get to the data; this is also something that is getting a lot of traction for us.

Thank you. Our next question comes from the line of Roger Boyd with UBS. Please proceed with your question.

Great. Thanks for taking the question. Guy, I wanted to come back to conversions, and I get the dynamic there of wanting to focus on that conversion now and the increased effort required to sell that conversion. But it felt like a couple of quarters ago, there was more optimism around attaching more of the platform at the time of conversion. I guess, am I getting that right? And if so, have you seen any change to that ability to attach more of the platform or conversely, has there been any change to how you're pricing those SaaS conversions? Thanks.

No, we don't see any change in terms of the pricing. We're seeing healthy uplifts on the conversions themselves. We talked a lot about the fact that the price list of SaaS is 25% to 30% higher than the on-prem subscription. We're seeing very healthy conversions in terms of pricing. We feel good about the ability to convert our customers. But keep in mind, we only announced the transition two years ago. It's the beginning of 2023, and we're already at 53% SaaS of ARR. So, when you think about the magnitude and the dollar value that's involved in order to get so many of our customers to SaaS, you have to take that into consideration. The 53% getting to the majority of our ARR coming from SaaS within two years is something that we feel very proud of. And if we can execute the way we believe we can, we will be completing the transition in three years. That's two years quicker than what we initially thought and a year shorter than what we talked about a year ago. So we're very pleased with our ability to convert. The pricing is holding very well. We feel that once we convert our customers, there is an additional opportunity to sell them more platforms. It's in their benefit to move to SaaS; they'll be better protected, and it's also better for us. So it's a win-win for everyone, and that's why we're so happy with where we are so far, and we're very optimistic going into 2025.

Thank you. Our next question comes from the line of Shaul Eyal with TD Cowen. Please proceed with your question.

Thank you. Good afternoon, Yaki and Guy, congrats. Our checks indicate that you're seeing no headwinds whatsoever from Microsoft's Purview. I would even characterize that you guys are seeing tailwinds when compared with their products. Can you talk to us about your Microsoft relations also as we think about it from a Copilot perspective and the potential growth it could be seeing in 2025 and beyond?

We have a good partnership with them. Primarily, it's working on a case-by-case basis. We have maybe 20% overlap in features with Purview, but by and large, it's completely, completely different value propositions in terms of the automated remediation, the UBA, everything that's related to fare detection, very accurate classification at scale. But more than anything else, we work extremely well together. We're using the labels and work very well with customers, and Varonis and Microsoft one plus one equals five. It works very well for customers, and we have a good partnership with them, but primarily very good value proposition together.

Thank you. Our next question comes from the line of Rob Owens with Piper Sandler. Please proceed with your question.

Yeah, good afternoon. Thanks for taking the question. I was hoping you could elaborate a little bit more around the AI contribution comments that you made, saying it was meaningful for the first time this quarter. Can you quantify it or talk about anything that maybe changed quarter-over-quarter that made it become more meaningful? Thanks.

Absolutely. When we look at our new customer ARR growth, it really accelerated to approximately 50% in Q4. This was driven both by MDDR and Copilot. When we look at kind of the MDDR and Copilot and the way we price it and the way we allow kind of the packaging of it, it could be sold individually, but the packaging really incentivized selling both as part of a platform sale with one SKU. When we look at kind of the behavior of our packaging throughout 2024, it's worked really well. It worked so well that it's really hard to pinpoint exactly which one of these two strong growth vectors is driving our business. We've said in the past that MDDR could be like data alert as every customer should have it, and we talked about GenAI as raising awareness for our solution and driving demand for Microsoft 365 and Copilot offerings. So we really try to be as transparent as we can and provide as much information as possible. So we spent a lot of time trying to provide a metric, and we have one that I think can really stand out. When we look at 2024, we added nearly 100% more new users protected by Microsoft 365 offering when you compare that to 2023, which we think is driven by the increased customer interest in protecting Microsoft 365 and Copilot. So really at the end of the day, it's clear that the new customer momentum is working really well and both MDDR and Copilot are the key drivers of that, and we believe this trend is very durable.

Thanks, Guy.

Thank you. Our next question comes from the line of Jason Ader with William Blair. Please proceed with your question.

Yeah, thank you. Good afternoon, guys. I guess the first thing I wanted to make sure of is, so the revenue miss in the quarter relative to your guidance, that was purely a function of the faster than expected transition to SaaS, or was there some other elements there maybe FX or anything else?

When you go back to our guidance for Q4, we talked about a SaaS mix of 49% for Q4, and we actually got at 53% SaaS of ARR. So there's an $11 million headwind, which is a 7% headwind to our guide. So we're very happy that we were able to move quicker. We talked many times about the fact that the quicker we move, the more headwind we get on revenue because of the revenue recognition difference between on-prem subscriptions that are recognized upfront versus the SaaS revenue recognition, which is ratable. So if we continue to miss on revenue because of the fact that we're moving quicker, I think all of us will be happy; investors will be happy, and that's what happened in Q4.

Great. I understand the revenue challenges, but I'm having some difficulty with the ARR challenges. I just want to ensure I fully grasp the situation because there is typically an increase in pricing during a normal SaaS conversion, right? Can you explain the various factors involved since it seems like even with this price increase, you are still facing some challenges?

So we talked a lot about the fact that when you look at kind of the uplift, it's 25% to 30% when we do the conversions. But the one thing to keep in mind is that we're approximately a third of our existing customers that converted over a two-year period. So if you take that 25% to 30% uplift and you extrapolate that over a two-year period, it basically gets you somewhere in that NRR number, which is the 105%. We talked about kind of the conversion being somewhat of a drag on the business, especially when you look at how simple the message is to new customers and how the MDDR and now we saw in Q4 the Copilot is resonating so well to a point where we saw a significant increase in the new customers. So yes, we are getting that uplift, and we are seeing very strong pricing from the uplift. But at the end of the day, we only converted approximately a third of our customers over a two-year period. And that's part of the reason we want to accelerate our conversions in 2025 and be done with the transition in one more year.

Understood. Thank you.

Thank you. Our next question comes from the line of Fatima Boolani with Citi. Please proceed with your question.

Hey, good afternoon, guys. This is Mark on for Fatima. Thanks for taking our questions. Maybe just digging into the behavior of customers that converted. Now that we're well into the transition, can you maybe share some of the expansion behavior and cadence of converted installed base in year one? And what are some of the patterns of adoption you're seeing in year two? And then additionally, with these observed learnings and the accelerated transition timeline, how should we think of the trajectory of NRR through calendar '25? Thanks.

Look, very good questions, and I'll try and address them one by one. First of all, when you look at kind of the behavior, we only announced the transition at the beginning of 2023. So we're only two years there. We don't have a full set of data analyzing how the behavior of SaaS customers progresses because really there's not enough history there. But from the numbers that we have analyzed, we have seen that the 2024 NRR numbers are actually higher, nicely higher than the 105% that we reported for the full existing customer base. So that gives us a lot of confidence that as we complete the transition, we have the ability to sell additional licenses to our existing customers. The richness of the platform is great. There's a ton of opportunity to sell to the base. We just need to make sure that we move them to SaaS. They get the MDDR; we talk about the automation, and they feel the automation. With that automation, we can come back and sell them additional platforms. Overall, we feel very optimistic, and that's part of the reason that we want to move as quickly as we can in 2025.

Great. Thank you.

Thank you. Our next question comes from the line of Andrew Nowinski with Wells Fargo. Please proceed with your question.

All right. Thank you for taking the question. I just wanted to ask about maybe the size of this conversion. I mean, it looks like you added about $215 million in SaaS ARR in 2024, and your guidance assumes about another $362 million. So significantly more ARR. And I think you just said you still have about two-thirds of your customers left to convert to SaaS. So it's a pretty big chunk of customers as well. I guess, what gives you confidence that you can massively increase, I guess, the conversions to SaaS this year versus what you saw in 2024?

So if you remember when we did our Investor Day in March of 2023, we outlined the plan to complete our transition in 2027 and we defined completing the transition when we get to 70% to 90% of total company ARR coming from SaaS. Now we expect to complete, obviously, in 2025, and we talked about the number that we see at the end of the year being 78% of ARR coming from SaaS. So from a numbers perspective, the assumption is that SaaS ARR is going to be approximately $580 million by year-end. As you mentioned, it's a significant increase. As we sit here today, the assumption is $240 million of SaaS ARR in 2025, a meaningful increase versus the $215 million that we had in 2024. But you're thinking about completing the transition by getting to $100 million, and we're talking from a numbers perspective and where we sit here today of completing the transition when you get anywhere between 70% to 90%, and our starting point for the year is 78%. I actually think we can do better than that, but as we sit here today, that's the starting point for us.

Because it's very important to understand that really now a lot of the parity gap between the OPS and the SaaS platform, when we build a lot of automation to make sure that we can migrate fast to the SaaS. We want to make sure that the migration itself will work in a frictionless, more automated way.

Thank you. Our next question comes from the line of Rudy Kessinger with D.A. Davidson. Please proceed with your question.

Hey, thanks for taking my question, guys. As the conversions, I guess, start to wind down, and I guess it's not really winding down this year, but more so next year, you're obviously going to have to have cross-sell, upsell, and/or new logo ARR, net new ARR start to simultaneously pick up if you're going to sustain this kind of growth profile going back to Hamza's question earlier. So just how do you ensure that happens? Like if your reps are so heavily focused on conversions this year, how do you at the same time make sure you're building up that cross-sell and upsell pipeline heading into '26 to make sure that pipeline is there to support that sustainable growth profile?

First of all, let's discuss 2024. We concluded the year with an annual recurring revenue growth of 18%, and our net revenue retention was at 105%. When you analyze the figures, it's clear that new business was the primary driver of growth in 2024. I believe that as we complete the transition, we will be better positioned for upselling. If we continue to acquire new customers, along with our current platform, its simplicity, the MDDR, and Copilot, we have several favorable factors working for us. When you incorporate these elements and address the challenges posed by the conversions, it significantly enhances our position. Take a look at the 2024 results to understand where the growth originated. The company's outlook post-transition appears much healthier, with the enhanced platform enabling us to achieve better net revenue retention numbers, which we believe is attainable after the transition.

Thank you. Our next question comes from the line of Shrenik Kothari with Robert W. Baird. Please proceed with your question.

Yeah, thanks for taking my question. Hey, you mentioned that a key benefit of accelerating this SaaS transition, of course, the eventual freeing up of sales and engineering resources to concentrate on features and expansion, I'm presuming AI security, all of that's part of that rather than focusing on conversion and logistics around that. Could you help us better understand the resource reallocation comment and plans, some specifics? Are you anticipating kind of repurposing the sales, pre-salesforce into more specialized roles focusing on advanced AI and that driven demand or security since you mentioned about AI seeing inflection? And then just how do you see this intersect with the Phase 2 in your transition, particularly around converting these large on-prem accounts, which might have pretty specific data residency, regulatory requirements? Really appreciate your thoughts here. Thanks.

When considering the 2025 compensation plan, each sales representative will have a distinct target for converting their self-hosted customers to SaaS, which wasn't present in 2024. However, we remain committed to acquiring new customers, as this was a key driver for us in 2024. With the favorable conditions and the platform's ease of use, we expect to maintain this momentum in the coming years. Currently, we're not restructuring our sales force; we're simply enhancing our capabilities with additional hiring to address the documentation issues tied to these conversions. Our financial performance has improved over the past two years, reflected in a 16.6% ARR contribution margin, which shows our careful management of resources and efforts to enhance profitability and free cash flow. This year, we achieved free cash flow of $108.5 million, doubling last year’s figure. Our goal remains to provide a seamless experience for our customers, applying lessons learned from 2024 to improve in 2025.

Thank you. Our next question comes from the line of Joshua Tilton with Wolfe Research. Please proceed with your question.

Hey guys, can you hear me?

We can.

Great. Thanks for sneaking me here at the end. I just have maybe a two-parter. The first one is, and I apologize to beat a dead horse here, but on this decision to kind of accelerate the transitions, many times on the call, you pointed out you guys are already tracking ahead of your initial plan to convert to SaaS. So I guess, I'm trying to understand, did something change this quarter that's making conversions more challenging than they were previously to the point where you felt like you needed to incentivize an acceleration in the rest of the transitions? And then my second part of the question is just how contingent or how necessary is it for you to actually accelerate the transitions in 2025 in order for you to hit the ARR guidance that you gave us tonight?

Let's begin with the guidance. The guidance we provided for 2025 follows the same approach as 2024, using the net-new ARR from the previous year as a baseline. Currently, we see numerous advantages that could support our growth, including the MDDR regulation, the threat environment, and increased demand for Varonis, all of which are positive factors. Thus, the guidance we’ve set serves as a promising foundation for the year. As we have in the past, we’re open to updating this guidance throughout the year. Regarding conversions, we don’t have any new insights that differ from what we’ve shared in the last two quarters. We've consistently stated that conversions are not the primary driver for our business. We've received numerous inquiries about how conversions influence our growth and how the conclusion of the conversion process will affect our ARR. The results from 2024, including both the ARR and NRR figures, reveal that our previous comments are evidenced in the data. The growth in 2024 was driven by new business, and it is beneficial for everyone involved to expedite the transition process. This is advantageous for our customers, investors, and the company itself. We are committed to ensuring that this transition is handled correctly, strategically, and prudently, enabling our customers to be better protected much faster than remaining on an on-premise subscription.

What drives the value is the functionality provided by the cloud architecture and the software we offer. To realize this value, we need to transition our customers to SaaS. Once they make that move, all they need to do is purchase the software, which is almost straightforward. This is our goal for our customers. Once they are on SaaS, they will not experience data breaches, they can maintain compliance consistently, and they can achieve all of this with a very lean team. As mentioned earlier, our aim is to simplify this process, where it's often just 10% of the effort but yields ten times the value in many instances. Achieving this will make everything much easier for both our customers and ourselves.

Super helpful, guys. Makes sense. Thank you.

Thank you. And this concludes the question-and-answer session. Therefore, I would like to turn the call back over to Tim Perz for closing comments.

Thanks for the interest in Varonis. We look forward to meeting everyone next quarter at the investor conferences.

Thank you. And ladies and gentlemen, this concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.