Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Our Class A common stock is traded on the Nasdaq Global Select Market under the symbol “WDAY”. Our Class B common stock is not listed or traded on any stock exchange.
Dividend Policy
We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business and do not expect to declare or pay any dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our Board of Directors considers relevant.
Stockholders
As of February 26, 2021, there were 17 stockholders of record of our Class A common stock, including The Depository Trust Company, which holds shares of our common stock on behalf of an indeterminate number of beneficial owners, as well as 77 stockholders of record of our Class B common stock.
Securities Authorized for Issuance under Equity Compensation Plans
See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for more information regarding securities authorized for issuance.
Stock Performance Graph
The following shall not be deemed “soliciting material” or deemed “filed” for purposes of Section 18 of the Exchange Act, or subject to Regulation 14A or 14C, other than as provided by this Item 5, or to the liabilities of Section 18 of the Exchange Act, or incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent we specifically incorporate it by reference into such filing.
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This chart compares the cumulative total return on our common stock with that of the S&P 500 Index and the S&P 1500 Application Software Index. The chart assumes $100 was invested at the close of market on January 31, 2016, in our Class A common stock, the S&P 500 Index, and the S&P 1500 Application Software Index, and assumes the reinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance.
Company/Index 1/31/2016 1/31/2017 1/31/2018 1/31/2019 1/31/2020 1/31/2021
Workday, Inc. $ 100.00 $ 131.87 $ 190.27 $ 288.10 $ 293.02 $ 361.10
S&P 500 Index 100.00 120.03 151.72 148.20 180.31 211.39
S&P 1500 Application Software Index 100.00 127.01 187.57 226.35 302.40 398.98
Recent Sales of Unregistered Securities
During the three months ended January 31, 2021, we issued 1.4 million shares of our unregistered Class A common stock to warrant holders who net exercised their warrants related to our 1.50% convertible senior notes due July 15, 2020 (“2020 Notes”). This share amount represents the number of warrants exercised multiplied by the difference between the exercise price of the warrants and their daily volume weighted-average stock price.
For further information regarding the above transactions, see Note 11, Debt, of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. These shares of our Class A common stock were issued in an exchange pursuant to Section 3(a)(9) of the Securities Act. We did not receive any proceeds from the warrant exercises, nor were they subject to underwriting discounts or commissions.
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Purchases of Equity Securities by the Issuer and Affiliated Purchases
The table below sets forth information regarding our purchases of our Class A common stock during the three months ended January 31, 2021:
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
November 1, 2020 - November 30, 2020 — $ — — —
December 1, 2020 - December 31, 2020 — — — —
January 1, 2021 - January 31, 2021 (1)
164 228.56 — —
Total 164 $ 228.56 — —
(1) The shares purchased represent the exercise of the convertible note hedges relating to the partial early conversion of the 2022 Notes. For further information, see Note 11, Debt, of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The consolidated statements of operations data and the consolidated balance sheets data are derived from our audited consolidated financial statements and should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements, and the related notes included elsewhere in this filing. Our historical results are not necessarily indicative of our results in any future period.
Year Ended January 31,
2021 2020 2019 2018 2017
As Adjusted (2)
(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenues:
Subscription services $ 3,788,452 $ 3,096,389 $ 2,385,769 $ 1,787,833 $ 1,290,733
Professional services 529,544 530,817 436,411 355,217 283,707
Total revenues 4,317,996 3,627,206 2,822,180 2,143,050 1,574,440
Costs and expenses (1) :
Costs of subscription services 611,912 488,513 379,877 273,461 213,389
Costs of professional services 586,220 576,745 455,073 355,952 270,156
Product development 1,721,222 1,549,906 1,211,832 910,584 680,531
Sales and marketing 1,233,173 1,146,548 891,345 683,367 565,328
General and administrative 414,068 367,724 347,337 222,909 198,122
Total costs and expenses 4,566,595 4,129,436 3,285,464 2,446,273 1,927,526
Operating income (loss) (248,599) (502,230) (463,284) (303,223) (353,086)
Other income (expense), net (26,535) 19,783 39,532 (11,563) (32,427)
Loss before provision for (benefit from) income taxes (275,134) (482,447) (423,752) (314,786) (385,513)
Provision for (benefit from) income taxes 7,297 (1,773) (5,494) 6,436 (814)
Net loss $ (282,431) $ (480,674) $ (418,258) $ (321,222) $ (384,699)
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (1.19) $ (2.12) $ (1.93) $ (1.55) $ (1.94)
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders 237,019 227,185 216,789 207,774 198,214
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(1) Costs and expenses include share-based compensation expenses as follows (in thousands):
Year Ended January 31,
2021 2020 2019 2018 2017
Costs of subscription services $ 63,253 $ 49,919 $ 36,754 $ 26,280 $ 20,773
Costs of professional services 101,869 80,401 55,535 37,592 26,833
Product development 505,376 434,188 320,876 229,819 166,529
Sales and marketing 202,819 176,758 132,810 100,762 86,229
General and administrative 131,537 118,614 127,443 83,972 78,265
(2) The summary consolidated statement of operations data for the year ended January 31, 2017, reflects the adoption of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) .
As of January 31,
2021 2020 2019 2018 2017
As Adjusted (3)
(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents $ 1,384,181 $ 731,141 $ 638,554 $ 1,134,355 $ 539,923
Marketable securities 2,151,472 1,213,432 1,139,864 2,133,495 1,456,822
Working capital 519,413 125,218 269,905 1,898,104 1,239,202
Property and equipment, net 972,403 936,179 796,907 546,609 365,877
Operating lease right-of-use assets 414,143 290,902 — — —
Total assets 8,718,411 6,816,365 5,520,746 4,947,424 3,268,282
Total unearned revenue 2,636,735 2,309,203 1,949,270 1,537,147 1,221,543
Total debt 1,795,014 1,262,286 1,204,778 1,491,354 534,423
Total operating lease liabilities 443,051 307,572 — — —
Total liabilities 5,440,577 4,329,814 3,562,304 3,367,059 1,991,674
Total stockholders’ equity 3,277,834 2,486,551 1,958,442 1,580,365 1,276,608
(3) The summary consolidated balance sheet data as of January 31, 2017, reflects the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606).
Year Ended January 31,
2021 2020 2019 2018 2017
As Adjusted (4)
(in thousands)
Cash Flow Data:
Net cash provided by (used in) operating activities $ 1,268,441 $ 864,598 $ 606,658 $ 465,727 $ 350,626
(4) The summary consolidated cash flow data for the year ended January 31, 2017, reflects the adoption of ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash .
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.