WDAY Workday Inc.

Risks

• The extent to which the ongoing COVID-19 pandemic, the resulting global economic volatility, and measures taken in response to the pandemic will continue to impact our business, operating results, and financial condition will depend on future developments, which are highly uncertain and difficult to predict.
• If our security measures are breached or unauthorized access to customer or user data is otherwise obtained, our applications may be perceived as not being secure, customers and end users may reduce the use of or stop using our applications, and we may incur significant liabilities.
• If we fail to properly manage our technical operations infrastructure, experience service outages, or delays in the deployment of our applications, or our applications fail to perform properly, we may be subject to liabilities and our reputation and operating results may be adversely affected.
• We depend on data centers and computing infrastructure operated by third parties, and any disruption in these operations could adversely affect our business and operating results.
• Privacy concerns and domestic or foreign laws and regulations may reduce the effectiveness of our applications, result in significant costs and compliance challenges, and adversely affect our business and operating results.
• The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected.
• Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
• If we are not able to realize a return on our current development efforts or offer new features, enhancements, and modifications to our services, our business and operating results could be adversely affected.
• Our growth depends on the success of our strategic relationships with third parties as well as our ability to successfully integrate our applications with a variety of third-party technologies.
• Our historic revenue growth rates should not be viewed as indicative of our future performance.
• We have experienced rapid growth, and if we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and operational controls, or adequately address competitive challenges.
• We may lose key employees or be unable to attract, train, and retain highly skilled employees.
• If we cannot maintain our corporate culture, we could lose the innovation, teamwork, and passion that we believe contribute to our success, and our business may be harmed.
• Because we encounter long sales cycles when selling to large customers and we recognize subscription services revenue over the term of the contract, downturns or upturns in new sales will not be immediately reflected in our operating results and may be difficult to discern.
• Our business could be adversely affected if our users are not satisfied with the deployment, training, and support services provided by us and our partners.
• Our ability to predict the rate of customer subscription renewals or adoptions and the impact these renewals and adoptions will have on our revenues or operating results is limited.
• If we fail to develop widespread brand awareness cost-effectively, our business may suffer.
• We have acquired, and may in the future acquire, other companies, employee teams, or technologies, which could divert our management’s attention, result in additional dilution to our stockholders, and otherwise disrupt our operations and adversely affect our operating results.
• Sales to customers outside the United States or with international operations expose us to risks inherent in global operations.
• If we are not able to realize a return on the investments we have made toward entering new markets and new lines of business, our business and operating results could be adversely affected.
• Unfavorable laws, regulations, interpretive positions or standards governing new and evolving technologies that we incorporate into our products and services could result in significant cost and compliance challenges and adversely affect our business and operating results.
• We have a history of cumulative net losses, and we do not expect to be profitable on a GAAP basis for the foreseeable future.
• We are subject to risks associated with our equity investments including partial or complete loss of invested capital, and significant changes in the fair value of this portfolio could adversely impact our financial results.
• Any failure to protect our intellectual property rights domestically and internationally could impair our ability to protect our proprietary technology and our brand.
• We may be sued by third parties for alleged infringement of their proprietary rights.
• Some of our applications utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.
• We are subject to risks related to government contracts and related procurement regulations, which may adversely impact our business and operating results.
• We may not be able to utilize a portion of our net operating loss or research tax credit carryforwards, which could adversely affect our profitability.
• Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could increase the costs of our services and adversely impact our business.
• Our Chairman and co-CEO have control over key decision making as a result of their control of a majority of our voting stock.
• The dual class structure of our common stock has the effect of concentrating voting control with our Chairman and co-CEO, and also with other executive officers, directors, and affiliates; this will limit or preclude the ability of non-affiliates to influence corporate matters.
• Our stock price has been volatile in the past and may be subject to volatility in the future.
• We have substantial indebtedness which may adversely affect our financial condition and operating results.
• The convertible note hedge and warrant transactions may affect the value of our Class A common stock.
• Delaware law and provisions in our restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock.
• The exclusive forum provision in our organizational documents may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
• We do not intend to pay dividends for the foreseeable future.
• Adverse economic conditions may negatively impact our business.
• Catastrophic events may disrupt our business.
• We may discover weaknesses in our internal controls over financial reporting, which may adversely affect investor confidence in the accuracy and completeness of our financial reports and consequently the market price of our securities.
• If securities or industry analysts publish inaccurate or unfavorable research about our business, or discontinue publishing research about our business, the price and trading volume of our securities could decline.