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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended July 31, 2022
OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number: 001-38056
YEXT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-8059722
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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61 Ninth Avenue
New York, NY 10011
(Address of principal executive offices, including zip
code)
(212) 994-3900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share |
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YEXT
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New York Stock Exchange
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Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90
days. Yes ☒ No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes ☒ No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Securities Exchange
Act). Yes ☐
No ☒
As of August 24, 2022, the registrant had 123,435,932 shares
of common stock, $0.001 par value per share
outstanding.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains, and our officers and
representatives may from time to time make, forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), which statements involve substantial risks
and uncertainties. All statements contained in this Quarterly
Report on Form 10-Q other than statements of historical fact,
including statements regarding our future results of operations and
financial position, our business strategy and plans, and our
objectives for future operations, are forward-looking statements.
The words “believe,” “may,” “will,” “potentially,” “estimate,”
“continue,” “anticipate,” “plan,” “intend,” “could,” “would,”
“expect” and similar expressions that convey uncertainty of future
events or outcomes are intended to identify forward-looking
statements. Forward-looking statements included in this Quarterly
Report on Form 10-Q include, but are not limited to, statements
regarding:
•our
future revenue, cost of revenue, operating expenses and cash
flows;
•anticipated
trends, growth rates and challenges in our business and in the
markets in which we operate;
•the
effect of the coronavirus (“COVID-19”) pandemic and its variants,
including the effect of governmental restrictions and regulations
as well as precautionary measures undertaken by businesses, on our
business, operations, and financial results and the business and
operations of our customers and potential customers;
•our
beliefs, objectives and strategies for future operations, including
plans to invest in international expansion, research and
development, and our sales and marketing teams, and the impact of
such investments on our operations;
•changes
in management and anticipated effects thereof;
•our
ability to increase sales of our products;
•maintaining
and expanding our end-customer base and our relationships with our
Knowledge Network; and
•sufficiency
of cash to meet cash needs for at least the next 12
months.
We have based these forward-looking statements largely on our
current expectations and projections about future events and trends
that we believe may affect our financial condition, results of
operations, business strategy, short-term and long-term business
operations and objectives and financial needs. These
forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including those described in
Part II, Item 1A. “Risk Factors” in this Quarterly Report on
Form 10-Q. Moreover, we operate in a very competitive and rapidly
changing environment. New risks emerge from time to time. It is not
possible for us to predict all risks, nor can we assess the impact
of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and
assumptions, the forward-looking events and trends discussed in
this Quarterly Report on Form 10-Q may not occur and actual results
could differ materially and adversely from those anticipated or
implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions
of future events. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we
cannot guarantee that the future results, performance, or events
and circumstances reflected in the forward-looking statements will
be achieved or occur. We undertake no obligation to revise or
publicly release the results of any revision to these
forward-looking statements, whether written or oral, except as
required by law.
In this Quarterly Report on Form 10-Q, the words “we,” “us,” “our”
and “Yext” refer to Yext, Inc. and its wholly owned
subsidiaries, unless the context requires otherwise.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
YEXT, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
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July 31, 2022 |
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January 31, 2022 |
Assets
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Current assets:
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Cash and cash equivalents
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$ |
187,906 |
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$ |
261,210 |
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Accounts receivable, net of allowances of $2,065 and $2,042,
respectively
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53,422 |
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101,607 |
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Prepaid expenses and other current assets
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18,107 |
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13,538 |
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Costs to obtain revenue contracts, current
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30,865 |
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33,998 |
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Total current assets
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290,300 |
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410,353 |
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Property and equipment, net
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69,190 |
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74,604 |
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Operating lease right-of-use assets
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90,867 |
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97,124 |
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Costs to obtain revenue contracts, non-current
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21,382 |
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27,286 |
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Goodwill
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4,310 |
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4,572 |
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Intangible assets, net
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205 |
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217 |
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Other long term assets
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4,070 |
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6,179 |
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Total assets
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$ |
480,324 |
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$ |
620,335 |
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Liabilities and stockholders’ equity
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Current liabilities:
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Accounts payable, accrued expenses and other current
liabilities
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$ |
47,335 |
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$ |
48,432 |
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Unearned revenue, current
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165,889 |
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223,427 |
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Operating lease liabilities, current
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18,100 |
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18,845 |
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Total current liabilities
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231,324 |
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290,704 |
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Operating lease liabilities, non-current
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106,703 |
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113,776 |
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Other long term liabilities
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3,351 |
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3,985 |
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Total liabilities
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341,378 |
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408,465 |
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Commitments and contingencies (Note 13)
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Stockholders’ equity:
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Preferred stock, $0.001 par value per share; 50,000,000 shares
authorized at July 31, 2022 and January 31, 2022; zero
shares issued and outstanding at July 31, 2022 and
January 31, 2022
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— |
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— |
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Common stock, $0.001 par value per share; 500,000,000 shares
authorized at July 31, 2022 and January 31, 2022;
140,562,586 and 137,662,320 shares issued at July 31, 2022 and
January 31, 2022, respectively; 123,833,157 and 131,156,986
shares outstanding at July 31, 2022 and January 31, 2022,
respectively
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140 |
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137 |
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Additional paid-in capital
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871,700 |
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834,429 |
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Accumulated other comprehensive loss
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(5,608) |
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(187) |
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Accumulated deficit
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(656,434) |
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(610,604) |
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Treasury stock, at cost
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(70,852) |
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(11,905) |
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Total stockholders’ equity
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138,946 |
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211,870 |
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Total liabilities and stockholders’ equity
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$ |
480,324 |
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$ |
620,335 |
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See the accompanying notes to the condensed consolidated financial
statements.
YEXT, INC.
Condensed Consolidated Statements of Operations and Comprehensive
Loss
(In thousands, except share and per share data)
(Unaudited)
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Three months ended July 31, |
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Six months ended July 31, |
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2022 |
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2021 |
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2022 |
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2021 |
Revenue
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$ |
100,869 |
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$ |
98,124 |
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$ |
199,671 |
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$ |
190,116 |
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Cost of revenue
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27,082 |
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26,615 |
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51,810 |
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48,469 |
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Gross profit
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73,787 |
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71,509 |
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147,861 |
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141,647 |
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Operating expenses:
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Sales and marketing
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54,105 |
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58,578 |
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114,884 |
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113,744 |
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Research and development
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18,819 |
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18,500 |
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36,121 |
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32,357 |
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General and administrative
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20,384 |
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20,843 |
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41,879 |
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39,190 |
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Total operating expenses
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93,308 |
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97,921 |
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192,884 |
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185,291 |
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Loss from operations
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(19,521) |
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(26,412) |
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(45,023) |
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(43,644) |
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Interest income
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185 |
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4 |
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210 |
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10 |
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Interest expense
|
(129) |
|
|
(158) |
|
|
(272) |
|
|
(290) |
|
Other expense, net
|
138 |
|
|
(741) |
|
|
267 |
|
|
(827) |
|
Loss from operations before income taxes
|
(19,327) |
|
|
(27,307) |
|
|
(44,818) |
|
|
(44,751) |
|
(Provision for) benefit from income taxes
|
(664) |
|
|
(285) |
|
|
(1,012) |
|
|
(472) |
|
Net loss
|
$ |
(19,991) |
|
|
$ |
(27,592) |
|
|
$ |
(45,830) |
|
|
$ |
(45,223) |
|
|
|
|
|
|
|
|
|
Net loss per share attributable to common stockholders, basic and
diluted
|
$ |
(0.16) |
|
|
$ |
(0.22) |
|
|
$ |
(0.36) |
|
|
$ |
(0.36) |
|
Weighted-average number of shares used in computing net loss per
share attributable to common stockholders, basic and
diluted
|
124,234,226 |
|
|
126,906,937 |
|
|
127,631,877 |
|
|
126,152,602 |
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
$ |
(2,007) |
|
|
$ |
(8) |
|
|
$ |
(5,421) |
|
|
$ |
347 |
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
$ |
(21,998) |
|
|
$ |
(27,600) |
|
|
$ |
(51,251) |
|
|
$ |
(44,876) |
|
See the accompanying notes to the condensed consolidated financial
statements.
YEXT, INC.
Condensed Consolidated Statements of Stockholders'
Equity
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Additional |
Other |
|
|
Total |
|
Common Stock |
Paid-In |
Comprehensive |
Accumulated |
Treasury |
Stockholders’ |
|
Shares |
Amount |
Capital |
(Loss) Income |
Deficit |
Stock |
Equity |
Balance, January 31, 2021
|
123,989 |
|
$ |
130 |
|
$ |
733,933 |
|
$ |
2,422 |
|
$ |
(517,345) |
|
$ |
(11,905) |
|
$ |
207,235 |
|
Exercise of stock options |
2,220 |
|
2 |
|
19,195 |
|
— |
|
— |
|
— |
|
19,197 |
|
Vested restricted stock units converted to common
shares |
4,402 |
|
4 |
|
(4) |
|
— |
|
— |
|
— |
|
— |
|
Issuance of restricted stock |
15 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Issuance of common stock under employee stock purchase
plan |
531 |
|
1 |
|
6,484 |
|
— |
|
— |
|
— |
|
6,485 |
|
Stock-based compensation |
— |
|
— |
|
74,821 |
|
— |
|
— |
|
— |
|
74,821 |
|
Other comprehensive loss |
— |
|
— |
|
— |
|
(2,609) |
|
— |
|
— |
|
(2,609) |
|
Net loss |
— |
|
— |
|
— |
|
— |
|
(93,259) |
|
— |
|
(93,259) |
|
Balance, January 31, 2022
|
131,157 |
|
137 |
|
834,429 |
|
(187) |
|
(610,604) |
|
(11,905) |
|
211,870 |
|
Exercise of stock options |
197 |
|
— |
|
493 |
|
— |
|
— |
|
— |
|
493 |
|
Vested restricted stock units converted to common
shares |
2,246 |
|
2 |
|
(2) |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
Issuance of common stock under employee stock purchase
plan |
457 |
|
1 |
|
2,353 |
|
— |
|
— |
|
— |
|
2,354 |
|
Stock-based compensation |
— |
|
— |
|
34,427 |
|
— |
|
— |
|
— |
|
34,427 |
|
Repurchase of common stock |
(10,224) |
|
— |
|
— |
|
— |
|
— |
|
(58,947) |
|
(58,947) |
|
Other comprehensive loss |
— |
|
— |
|
— |
|
(5,421) |
|
— |
|
— |
|
(5,421) |
|
Net loss |
— |
|
— |
|
— |
|
— |
|
(45,830) |
|
— |
|
(45,830) |
|
Balance, July 31, 2022
|
123,833 |
|
$ |
140 |
|
$ |
871,700 |
|
$ |
(5,608) |
|
$ |
(656,434) |
|
$ |
(70,852) |
|
$ |
138,946 |
|
See the accompanying notes to the condensed consolidated financial
statements.
YEXT, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended July 31, |
|
2022 |
|
2021 |
Operating activities:
|
|
|
|
Net loss
|
$ |
(45,830) |
|
|
$ |
(45,223) |
|
Adjustments to reconcile net loss to net cash provided by operating
activities:
|
|
|
|
Depreciation and amortization expense
|
8,702 |
|
|
7,933 |
|
Bad debt expense
|
491 |
|
|
909 |
|
Stock-based compensation expense
|
34,168 |
|
|
35,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of operating lease right-of-use assets
|
4,547 |
|
|
4,619 |
|
Other, net |
975 |
|
|
371 |
|
Changes in operating assets and liabilities:
|
|
|
|
Accounts receivable
|
45,808 |
|
|
37,618 |
|
Prepaid expenses and other current assets
|
(4,716) |
|
|
1,681 |
|
Costs to obtain revenue contracts
|
7,583 |
|
|
(8,442) |
|
Other long term assets
|
956 |
|
|
15 |
|
Accounts payable, accrued expenses and other current
liabilities
|
242 |
|
|
(711) |
|
Unearned revenue
|
(54,154) |
|
|
(26,337) |
|
Operating lease liabilities
|
(5,991) |
|
|
(5,634) |
|
Other long term liabilities
|
(86) |
|
|
650 |
|
Net cash (used in) provided by operating activities
|
(7,305) |
|
|
2,449 |
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
(3,875) |
|
|
(10,555) |
|
Net cash used in investing activities
|
(3,875) |
|
|
(10,555) |
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options
|
525 |
|
|
14,439 |
|
Repurchase of common stock |
(58,722) |
|
|
— |
|
|
|
|
|
Payments of deferred financing costs
|
(283) |
|
|
(263) |
|
Proceeds, net from employee stock purchase plan
withholdings
|
1,912 |
|
|
3,409 |
|
Net cash (used in) provided by financing activities
|
(56,568) |
|
|
17,585 |
|
Effect of exchange rate changes on cash and cash
equivalents
|
(5,556) |
|
|
600 |
|
Net (decrease) increase in cash and cash equivalents
|
(73,304) |
|
|
10,079 |
|
Cash and cash equivalents at beginning of period
|
261,210 |
|
|
230,411 |
|
Cash and cash equivalents at end of period
|
$ |
187,906 |
|
|
$ |
240,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See the accompanying notes to the condensed consolidated financial
statements.
YEXT, INC.
Notes to Condensed Consolidated Financial Statements
1. Organization and Description of Business
Description of Business
Yext, Inc. ("Yext" or the "Company") organizes a business's
facts so it can provide official answers to consumer questions
starting with the business's own website and then extending across
search engines and voice assistants. The Yext platform lets
businesses structure the facts about their brands in a database
called the Knowledge Graph. The platform is built to leverage the
structured data stored in the Knowledge Graph to deliver a modern
search experience on a business's or organization's own website, as
well as across approximately 200 service and application providers,
which the Company refers to as its Knowledge Network and includes
Amazon Alexa, Apple Maps, Bing, Cortana, Facebook, Google, Google
Assistant, Google Maps, Siri and Yelp. The Yext platform powers all
of the Company's key features, including Listings, Pages, and
Answers, along with its other features and
capabilities.
Fiscal Year
The Company's fiscal year ends on January 31st.
References to fiscal 2023, for example, are to the fiscal year
ending January 31, 2023.
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying condensed consolidated financial statements have
been prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP") and applicable
rules and regulations of the Securities and Exchange
Commission ("SEC") regarding interim financial reporting. Certain
information and note disclosures normally included in the financial
statements prepared in accordance with GAAP have been condensed or
omitted pursuant to such rules and regulations. Therefore,
these condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
included in the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 2022, filed with the SEC on
March 18, 2022 (the "Form 10-K"). The condensed consolidated
financial statements include the accounts of the Company and its
wholly-owned subsidiaries. All significant intercompany balances
and transactions have been eliminated in
consolidation.
The condensed consolidated balance sheet as
of January 31, 2022, included herein, was derived from
the audited financial statements as of that date, but does not
include all disclosures including certain notes required by GAAP on
an annual reporting basis.
In the opinion of management, the accompanying condensed
consolidated financial statements reflect all normal recurring
adjustments necessary to present fairly the financial position,
results of operations, comprehensive loss and cash flows for the
interim periods. The results for the three and six months ended
July 31, 2022 are not necessarily indicative of the results to
be expected for any subsequent quarter, the fiscal year
ending January 31, 2023, or any other
period.
There have been no material changes to the Company's significant
accounting policies as described in the Form 10-K.
Use of Estimates
The preparation of condensed consolidated financial statements in
conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as
of the date of those financial statements and the reported amounts
of revenue and expense during the reporting period. These estimates
include, but are not limited to, the standalone selling prices of
performance obligations, the incremental borrowing rate associated
with lease liabilities, the useful life of capitalized costs to
obtain revenue contracts, income taxes, and the valuation and
assumptions underlying stock-based compensation. Management bases
its estimates on historical experience and on various other
market-specific and relevant assumptions that it believes to be
reasonable under the circumstances. Actual results could differ
from those estimates and such differences could be material to the
financial position and results of operations.
Segment Information
The Company is the provider of the Yext platform and operates as
one operating segment. An operating segment is defined as a
component of an enterprise for which separate financial information
is evaluated regularly by the chief operating decision makers
("CODM"). The Company defines its CODM as its executive officers,
and their role is to make decisions about allocating resources and
assessing performance. The Company's business operates as one
operating segment as all of the Company's offerings operate on the
Yext platform and are deployed in an identical way, with its CODM
evaluating the Company's financial information, resources and
performance of these resources on a consolidated basis. Since the
Company operates as one operating segment, all required financial
segment information can be found in the condensed consolidated
financial statements.
Concentration of Credit Risk
Certain financial instruments that could be exposed to a
concentration of credit risk include cash and cash equivalents and
accounts receivable. The Company deposits its cash with financial
institutions, and such deposits, at times, may exceed federally
insured limits. The Company has not experienced any losses on its
deposits of cash and cash equivalents to date. Collateral is not
required for accounts receivable. At July 31, 2022 and
January 31, 2022, no single customer accounted for more than
10% of the Company's accounts receivable. No single customer
accounted for more than 10% of the Company's revenue for the three
and six months ended July 31, 2022 and 2021,
respectively.
Recent Accounting Pronouncements
In October 2021, the FASB issued ASU 2021-08, Business
Combinations (Topic 805): Accounting for Contract Assets and
Contract Liabilities from Contracts with Customers. The standard
requires an acquirer in a business combination to recognize and
measure contract assets and contract liabilities acquired in a
business combination in accordance with ASC 606, Revenue from
Contracts with Customers, as if the acquirer had originated the
contracts, provided such contracts had been appropriately accounted
for under ASC 606 by the acquiree, rather than recognizing them at
their estimated fair value on the acquisition date as required
under the existing guidance. The standard is effective for
fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2022 on a prospective basis, with
early adoption permitted. This standard is effective for the
Company in fiscal year 2024. We do not expect the adoption of this
standard to have a significant impact on its consolidated financial
statements.
3. Revenue
Performance Obligations
The Company has identified that it has two distinct performance
obligations: subscription and associated support to the Yext
platform and professional services. The Company's revenue is
predominantly related to its subscription and associated support to
the Yext platform. Professional services revenue accounted for
approximately 9% and 8% of the Company's total revenue for the six
months ended July 31, 2022 and 2021, respectively.
Geographic Region
The Company disaggregates its revenue from contracts with customers
by geographic region, as it believes this best depicts how the
nature, amount, timing, and uncertainty of its revenues and cash
flows are affected by economic factors. Revenue by geographic
region is determined based on the region of the Company's
contracting entity, which may be different than the region of its
customers. The following table presents the Company's revenue by
geographic region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, |
|
Six months ended July 31, |
(in thousands) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
North America |
|
$ |
81,082 |
|
|
$ |
77,639 |
|
|
$ |
159,791 |
|
|
$ |
150,699 |
|
International |
|
19,787 |
|
|
20,485 |
|
|
39,880 |
|
|
39,417 |
|
Total revenue |
|
$ |
100,869 |
|
|
$ |
98,124 |
|
|
$ |
199,671 |
|
|
$ |
190,116 |
|
North America revenue is attributable to the United States.
International revenue is predominantly attributable to European
countries, but also includes Japan.
The Company's revenue attributable to the United States represented
80% of total revenue, revenue attributable to England, which serves
as the Company's main contracting entity for Europe, represented
18% of total revenue, and no other individual country represented
more than 10% of total revenue for the six months ended July 31,
2022.
The Company's revenue attributable to the United States represented
79% of total revenue, revenue attributable to England, which serves
as the Company's main contracting entity for Europe, represented
19% of total revenue, and no other individual country represented
more than 10% of total revenue for the six months ended July 31,
2021.
Contract Liabilities
A contract liability is an obligation to transfer goods or services
for which consideration has been received or is due to a customer.
The Company's contract liabilities consist primarily of unearned
revenue and, to a lesser extent, customer deposits.
As of July 31, 2022, unearned revenue, current was $165.9
million, while unearned revenue, non-current, which is included
within other long term liabilities on the Company's condensed
consolidated balance sheet, was $0.1 million. Revenue recognized of
$149.1 million during the six months ended July 31, 2022 was
included in unearned revenue at the beginning of the
period.
Customer deposits represent payments received in advance in
instances where a revenue contract is cancelable in nature, and
therefore the Company does not have an unconditional obligation to
transfer control to a customer. As of July 31, 2022 and
January 31, 2022, customer deposits of $1.2 million and $0.2
million were included in accounts payable, accrued expenses and
other current liabilities on the Company's condensed consolidated
balance sheet, respectively.
Remaining Performance Obligations
The transaction price allocated to remaining performance
obligations represents amounts under non-cancelable contracts
expected to be recognized as revenue in future periods, and may be
influenced by several factors, including seasonality, the timing of
renewals, and contract terms. As of July 31, 2022, the Company
had $326.6 million of remaining performance obligations, of which
$310.3 million is expected to be recognized as revenue over the
next twenty-four months, with the remaining balance expected to be
recognized thereafter. As of January 31, 2022, the Company had
$404.9 million of remaining performance obligations.
4. Fair Value of Financial Instruments
Fair value is the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in
an orderly transaction between market participants on the
measurement date. Subsequent changes in fair value of these
financial assets and liabilities are recognized in earnings or
other comprehensive (loss) income when they occur. When determining
the fair value measurements for assets and liabilities which are
required to be recorded at fair value, the Company considers the
principal or most advantageous market in which the Company would
transact and the market-based risk measurement or assumptions that
market participants would use in pricing the assets or liabilities,
such as inherent risk, transfer restrictions, and credit
risk.
The Company applies the following fair value hierarchy, which
prioritizes the inputs used to measure fair value into three levels
and bases the categorization within the hierarchy upon the lowest
level of input that is available and significant to the fair value
measurement:
Level 1 inputs are based on quoted prices in active markets
for identical assets or liabilities.
Level 2 inputs are based on observable inputs other than
Level 1 prices such as quoted prices for similar assets or
liabilities; quoted prices in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived
valuations in which all significant inputs are observable or can be
derived principally from or corroborated by observable market data
for substantially the full term of the assets or
liabilities.
Level 3 inputs are based on unobservable inputs to the
valuation methodology that are significant to the measurement of
fair value of assets or liabilities, and typically reflect
management's estimates of assumptions that market participants
would use in pricing the asset or liability.
As of July 31, 2022 and January 31, 2022, the Company had
money market funds included in cash and cash equivalents of $113.3
million and $138.5 million, respectively. These assets were valued
using quoted market prices and were classified as Level 1
accordingly.
5. Goodwill
As of July 31, 2022 and January 31, 2022, the Company had
goodwill of $4.3 million and $4.6 million, respectively. The
changes to goodwill during these periods related to foreign
currency.
Goodwill is not amortized but is subject to periodic testing for
impairment at the reporting unit level, which is at or one level
below the operating segment level. The Company operates as one
operating segment, which represents its one reporting unit. The
test for impairment is conducted annually each November
1st, or
more frequently if events occur or circumstances change that would
more likely than not reduce the fair value of a reporting unit
below its carrying amount.
The Company determined that no events occurred or circumstances
changed that would more likely than not reduce the fair value
of the Company's reporting unit below its carrying amount during
the six months ended July 31, 2022 and 2021.
However, if certain events occur or circumstances change, it may be
necessary to record impairment charges in the future.
6. Property and Equipment, Net
Property and equipment are recorded at cost and depreciated or
amortized on a straight-line basis over their estimated useful
lives. Property and equipment, net consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
July 31, 2022 |
|
January 31, 2022 |
Computer software |
$ |
20,025 |
|
|
$ |
18,814 |
|
Office equipment |
20,222 |
|
|
18,854 |
|
Furniture and fixtures |
7,929 |
|
|
8,163 |
|
Leasehold improvements |
61,835 |
|
|
62,784 |
|
Construction in progress |
2,536 |
|
|
936 |
|
Software in progress |
971 |
|
|
1,342 |
|
Total property and equipment, gross |
113,518 |
|
|
110,893 |
|
Less: accumulated depreciation |
(44,328) |
|
|
(36,289) |
|
Total property and equipment, net |
$ |
69,190 |
|
|
$ |
74,604 |
|
As of
July 31, 2022
and January 31, 2022, the Company's property and equipment,
net attributable to the United States was
88%
and 90%, respectively.
No other individual country represented more than 10% of the total
property and equipment, net as of those periods. Depreciation
expense was $4.3 million and $8.7 million for the three and six
months ended July 31, 2022, respectively and $4.0 million and $7.6
million for the three and six months ended July 31, 2021,
respectively.
7. Accounts Payable, Accrued Expenses and Other Current
Liabilities
Accounts payable,
accrued expenses and other current liabilities consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
July 31, 2022 |
|
January 31, 2022 |
Accounts payable |
$ |
7,466 |
|
|
$ |
9,218 |
|
Accrued employee compensation |
16,367 |
|
|
17,589 |
|
|
|
|
|
Accrued Knowledge Network application provider fees |
3,078 |
|
|
2,885 |
|
Accrued professional services and associated costs |
2,353 |
|
|
2,663 |
|
|
|
|
|
|
|
|
|
Accrued employee stock purchase plan withholdings
liability |
1,956 |
|
|
2,397 |
|
|
|
|
|
Other current liabilities |
16,115 |
|
|
13,680 |
|
Total accounts payable, accrued expenses and other current
liabilities |
$ |
47,335 |
|
|
$ |
48,432 |
|
The Company had capital expenditures of $0.9 million as of both
July 31, 2022 and January 31, 2022, which were included
in accounts payable, accrued expenses and other current
liabilities.
8. Stock-Based Compensation
2008 Equity Incentive Plan
The Company's 2008
Equity Incentive Plan (the "2008 Plan"), as amended on
March 10, 2016, allowed for the issuance of up to 25,912,531
shares of common stock. Awards granted under the 2008 Plan may be
incentive stock options ("ISOs"), nonqualified stock options
("NQSOs"), restricted stock and restricted stock units. The 2008
Plan is administered by the Company's Board of Directors, which
determines the terms of the options granted, the exercise price,
the number of shares subject to option and the option vesting
period. No ISO or NQSO is exercisable after 10 years from the date
of grant, and option awards will typically vest over a four-year
period.
The 2008 Plan was
terminated in connection with the adoption of the Company's 2016
Equity Incentive Plan (the "2016 Plan") in December 2016, and since
the 2008 Plan termination the Company has not granted and will not
grant any additional awards under the 2008 Plan. However, the 2008
Plan will continue to govern the terms and conditions of the
outstanding awards previously granted thereunder.
2016 Equity Incentive Plan
In December 2016,
the Company's Board of Directors adopted, and its stockholders
approved, the 2016 Plan. The number of shares reserved for issuance
under the 2016 Plan will increase on the first day of each fiscal
year during the term of the 2016 Plan by the lesser of: (i)
10,000,000 shares, (ii) 4% of the outstanding shares of common
stock as of the last day of the immediately preceding fiscal year;
or (iii) such other amount as the Company's Board of Directors may
determine. On February 1, 2022, the number of shares of common
stock available for issuance under the 2016 Plan was automatically
increased according to its terms by 5,246,279 shares. In addition,
the shares reserved for issuance under the 2016 Plan also include
shares returned to the 2008 Plan as the result of expiration or
termination of options or other awards. As of July 31, 2022,
the number of shares available for future award under the 2016 Plan
is 4,035,756.
Stock Options
The following table summarizes
the activity related to the Company's stock options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Stock Options |
|
Weighted-Average Exercise Price |
|
Weighted-Average Remaining Contractual Life (in years) |
|
Aggregate Intrinsic Value
(in thousands) |
Balance, January 31, 2022
|
6,620,701 |
|
|
$ |
7.28 |
|
|
4.32 |
|
$ |
11,723 |
|
Granted |
— |
|
|
$ |
— |
|
|
|
|
|
Exercised |
(197,241) |
|
|
$ |
2.54 |
|
|
|
|
|
Forfeited or canceled |
(1,676,615) |
|
|
$ |
10.25 |
|
|
|
|
|
Balance, July 31, 2022
|
4,746,845 |
|
|
$ |
6.43 |
|
|
3.60 |
|
$ |
1,059 |
|
Vested and expected to vest |
4,746,845 |
|
|
$ |
6.43 |
|
|
3.60 |
|
$ |
1,059 |
|
Exercisable at July 31, 2022
|
4,746,845 |
|
|
$ |
6.43 |
|
|
3.60 |
|
$ |
1,059 |
|
The aggregate intrinsic value of options vested and expected to
vest and exercisable is calculated based on the difference between
the exercise price and the fair value of the Company’s common stock
as of July 31, 2022. The fair value of the common stock is the
Company’s closing stock price as reported on the New York Stock
Exchange.
The aggregate intrinsic value of exercised options was $0.7 million
and $9.7 million for the six months ended July 31, 2022 and 2021,
respectively, and is calculated based on the difference between the
exercise price and the fair value of the Company’s common stock as
of the exercise date.
Restricted Stock and Restricted Stock Units
The following table
summarizes the activity related to the Company's restricted stock
and restricted stock units:
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
Weighted-Average Grant Date Fair Value |
Balance as of January 31, 2022
|
10,184,214 |
|
|
$ |
14.38 |
|
Granted |
6,601,355 |
|
|
$ |
6.43 |
|
Vested and converted to shares |
(2,266,302) |
|
|
$ |
14.80 |
|
Forfeited or canceled |
(2,288,431) |
|
|
$ |
13.88 |
|
Balance as of July 31, 2022
|
12,230,836 |
|
|
$ |
9.75 |
|
The estimated weighted-average grant date fair value of restricted
stock and restricted stock units granted was $6.43 and $13.51 per
share for the six months ended July 31, 2022 and 2021,
respectively. The fair value of the common stock is the Company’s
closing stock price as reported on the New York Stock
Exchange.
Employee Stock Purchase Plan
In March 2017, the Company's Board of Directors adopted, and its
stockholders approved, the 2017 Employee Stock Purchase Plan
("ESPP"), which became effective on the date it was adopted. The
number of shares of the Company's common stock that will be
available for sale to employees under the ESPP increases annually
on the first day of each fiscal year in an amount equal to the
lesser of: (i) 2,500,000 shares; (ii) 1% of the outstanding shares
of the Company's common stock as of the last day of the immediately
preceding fiscal year; or (iii) such other amount as the
administrator may determine. On February 1, 2022, the number of
shares of common stock available for issuance under the ESPP was
automatically increased according to its terms by 1,311,569 shares.
As of July 31, 2022, a total of 4,397,670 shares of the
Company's common stock are available for sale to employees under
the ESPP.
In connection with the offering period which ended on March 15,
2022, 457,595 shares of common stock were purchased under the ESPP
at a purchase price of $5.14 per share for total proceeds of $2.4
million.
A new offering period began on March 15, 2022 and will end on
September 15, 2022. As of July 31, 2022, 341,970 shares
are estimated to be purchased at the end of the offering period and
$2.0 million has been withheld on behalf of employees for these
future purchases under the ESPP and is included in accounts
payable, accrued expenses and other current
liabilities.
The Black-Scholes option pricing model assumptions estimated at the
commencement of the new offering period and used to calculate the
fair value of shares to be purchased during an ESPP offering period
included expected lives of 0.5 years, expected volatility of 48.87%
and 59.24%, and risk-free rates of 0.86% and 0.06%, for the six
months ended July 31, 2022 and 2021, respectively.
The expected life assumptions were based on each offering period's
respective purchase date. The Company estimated the expected
volatility assumption based on the historical volatility of its
stock price. The risk-free rate assumptions were based on the U.S.
treasury yield curve in effect at commencement of the offering
period. The dividend yield assumption was zero as the Company has
not historically paid any dividends and does not expect to declare
or pay any dividends in the foreseeable future.
During the three and six months ended July 31, 2022, the Company
recorded stock-based compensation expense associated with the ESPP
of $0.3 million and $0.7 million, respectively and $0.5 million and
$1.1 million for the three and six months ended July 31, 2021,
respectively. As of July 31, 2022, total unrecognized
compensation cost related to ESPP was $0.1 million, net of
estimated forfeitures, which will be amortized over a
weighted-average remaining period of 0.13 years.
A new offering period commences on the first trading day on or
after March 15th
and September 15th
each year, or on such other date as the administrator will
determine, and will end on the first trading day, approximately six
months later, on or after September 15th
and March 15th,
respectively. Participants may purchase the Company’s common stock
through payroll deductions, up to a maximum of 15% of their
eligible compensation. Unless changed by the administrator, the
purchase price for each share of common stock purchased under the
ESPP will be 85% of the lower of the fair market value per share on
the first trading day of the applicable offering period or the fair
market value per share on the last trading day of the applicable
offering period.
Performance-based Restricted Stock Units
In March 2022, the Company made a grant to an executive in the form
of 2,000,000 performance-based restricted stock units. This grant
was outside of the Company’s 2016 Equity Incentive Plan. These
performance-based restricted stock units are subject to the
achievement of certain stock price targets. The Company uses a
Monte Carlo simulation model to determine the fair value of this
award and recognizes expense using the accelerated attribution
method over the requisite service period.
Stock-Based Compensation Expense
Stock-based
compensation represents the cost related to stock-based awards
granted in lieu of monetary payment. The Company measures
stock-based compensation associated with stock-based awards issued
to employees at the grant date, based on the estimated fair value
of the award, and recognizes expense, net of estimated forfeitures,
over the vesting period of the applicable award generally using the
straight-line method.
The Company's stock-based compensation expense for the periods
presented was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, |
|
Six months ended July 31, |
(in thousands) |
2022 |
|
2021 |
|
2022 |
|
2021 |
Cost of revenue |
$ |
1,341 |
|
|
$ |
2,312 |
|
|
$ |
2,723 |
|
|
$ |
3,757 |
|
Sales and marketing |
6,149 |
|
|
7,377 |
|
|
12,525 |
|
|
12,878 |
|
Research and development |
4,202 |
|
|
5,828 |
|
|
8,722 |
|
|
9,816 |
|
General and administrative |
4,390 |
|
|
4,885 |
|
|
10,198 |
|
|
8,549 |
|
Total stock-based compensation expense |
$ |
16,082 |
|
|
$ |
20,402 |
|
|
$ |
34,168 |
|
|
$ |
35,000 |
|
During the three and six months ended July 31, 2022, the Company
capitalized $0.2 million and $0.3 million, respectively of
stock-based compensation related to software development, and $0.3
million and $1.0 million for the three and six months ended July
31, 2021, respectively.
As of July 31, 2022, there was approximately $119.0 million of
total unrecognized compensation cost related to unvested
stock-based awards, which are expected to be recognized over an
estimated remaining weighted-average vesting period of
approximately 2.74 years.
9. Equity
The following table summarizes the changes in stockholders' equity
during the six months ended July 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
Additional |
Other |
|
|
Total |
|
|
Common Stock |
Paid-In |
Comprehensive |
Accumulated |
Treasury |
Stockholders’ |
(in thousands) |
|
|
Shares |
Amount |
Capital |
(Loss) |
Deficit |
Stock |
Equity |
Balance, January 31, 2022
|
|
|
131,157 |
|
$ |
137 |
|
$ |
834,429 |
|
$ |
(187) |
|
$ |
(610,604) |
|
$ |
(11,905) |
|
$ |
211,870 |
|
Exercise of stock options |
|
|
123 |
|
— |
|
302 |
|
— |
|
— |
|
— |
|
302 |
|
Vested restricted stock units converted to common
shares |
|
|
1,165 |
|
1 |
|
(1) |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock under employee stock purchase
plan |
|
|
457 |
|
1 |
|
2,353 |
|
— |
|
— |
|
— |
|
2,354 |
|
Stock-based compensation |
|
|
— |
|
— |
|
18,201 |
|
— |
|
— |
|
— |
|
18,201 |
|
Repurchase of common stock |
|
|
(4,838) |
|
— |
|
— |
|
— |
|
— |
|
(30,554) |
|
(30,554) |
|
Other comprehensive loss |
|
|
— |
|
— |
|
— |
|
(3,414) |
|
— |
|
— |
|
(3,414) |
|
Net loss |
|
|
— |
|
— |
|
— |
|
— |
|
(25,839) |
|
— |
|
(25,839) |
|
Balance, April 30, 2022
|
|
|
128,064 |
|
$ |
139 |
|
$ |
855,284 |
|
$ |
(3,601) |
|
$ |
(636,443) |
|
$ |
(42,459) |
|
$ |
172,920 |
|
Exercise of stock options |
|
|
74 |
|
— |
|
191 |
|
— |
|
— |
|
— |
|
191 |
|
Vested restricted stock units converted to common
shares |
|
|
1,081 |
|
1 |
|
(1) |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
— |
|
— |
|
16,226 |
|
— |
|
— |
|
— |
|
16,226 |
|
Repurchase of common stock |
|
|
(5,386) |
|
— |
|
— |
|
— |
|
— |
|
(28,393) |
|
(28,393) |
|
Other comprehensive loss |
|
|
— |
|
— |
|
— |
|
(2,007) |
|
— |
|
— |
|
(2,007) |
|
Net loss |
|
|
— |
|
— |
|
— |
|
— |
|
(19,991) |
|
— |
|
(19,991) |
|
Balance, July 31, 2022
|
|
|
123,833 |
|
$ |
140 |
|
$ |
871,700 |
|
$ |
(5,608) |
|
$ |
(656,434) |
|
$ |
(70,852) |
|
$ |
138,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the changes in stockholders' equity
during the six months ended July 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
Additional |
Other |
|
|
Total |
|
|
Common Stock |
Paid-In |
Comprehensive |
Accumulated |
Treasury |
Stockholders’ |
(in thousands) |
|
|
Shares |
Amount |
Capital |
Income |
Deficit |
Stock |
Equity |
Balance, January 31, 2021
|
|
|
123,989 |
|
$ |
130 |
|
$ |
733,933 |
|
$ |
2,422 |
|
$ |
(517,345) |
|
$ |
(11,905) |
|
$ |
207,235 |
|
Exercise of stock options |
|
|
1,069 |
|
1 |
|
12,110 |
|
— |
|
— |
|
— |
|
12,111 |
|
Vested restricted stock units converted to common
shares |
|
|
871 |
|
1 |
|
(1) |
|
— |
|
— |
|
— |
|
— |
|
Issuance of restricted stock |
|
|
4 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Issuance of common stock under employee stock purchase
plan |
|
|
282 |
|
— |
|
3,817 |
|
— |
|
— |
|
— |
|
3,817 |
|
Stock-based compensation |
|
|
— |
|
— |
|
15,288 |
|
— |
|
— |
|
— |
|
15,288 |
|
Other comprehensive income |
|
|
— |
|
— |
|
— |
|
355 |
|
— |
|
— |
|
355 |
|
Net loss |
|
|
— |
|
— |
|
— |
|
— |
|
(17,631) |
|
— |
|
(17,631) |
|
Balance, April 30, 2021
|
|
|
126,215 |
|
132 |
|
765,147 |
|
2,777 |
|
(534,976) |
|
(11,905) |
|
221,175 |
|
Exercise of stock options |
|
|
402 |
|
1 |
|
2,273 |
|
— |
|
— |
|
— |
|
$ |
2,274 |
|
Vested restricted stock units converted to common
shares |
|
|
1,172 |
|
1 |
|
(1) |
|
— |
|
— |
|
— |
|
$ |
— |
|
Issuance of restricted stock |
|
|
11 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
— |
|
— |
|
20,730 |
|
— |
|
— |
|
— |
|
$ |
20,730 |
|
Other comprehensive loss |
|
|
— |
|
— |
|
— |
|
(8) |
|
— |
|
— |
|
$ |
(8) |
|
Net loss |
|
|
— |
|
— |
|
— |
|
— |
|
(27,592) |
|
— |
|
$ |
(27,592) |
|
Balance, July 31, 2021
|
|
|
127,800 |
|
$ |
134 |
|
$ |
788,149 |
|
$ |
2,769 |
|
$ |
(562,568) |
|
$ |
(11,905) |
|
$ |
216,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
Effective April 2017, the Company’s Board of Directors is
authorized to issue up to 50,000,000 shares of preferred
stock, $0.001 par value, in one or more series without stockholder
approval. The Company's Board of Directors has the discretion to
determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, of each series
of preferred stock. The issuance of preferred stock could have the
effect of restricting dividends on the Company’s common stock,
diluting the voting power of its common stock, impairing the
liquidation rights of its common stock, or delaying or preventing
changes in control or management of the Company. As
of July 31, 2022 and January 31,
2022, no shares of preferred stock were issued or
outstanding.
Common Stock
As of July 31,
2022 and January 31, 2022, the Company had authorized
500,000,000 shares of voting $0.001 par value common stock. Each
holder of the Company's common stock is entitled to one vote for
each share on all matters to be voted upon by the stockholders and
there are no cumulative rights. Subject to any preferential rights
of any outstanding preferred stock, holders of the Company's common
stock are entitled to receive ratably the dividends, if any, as may
be declared from time to time by the Company's Board of Directors
out of legally available funds. If there is a liquidation,
dissolution or winding up of the Company, holders of the Company's
common stock would be entitled to share in the Company's assets
remaining after the payment of liabilities and any preferential
rights of any outstanding preferred stock.
Holders of the
Company's common stock have no preemptive or conversion rights or
other subscription rights, and there are no redemption or sinking
fund provisions applicable to the common stock. All outstanding
shares of the Company's common stock will be fully paid and
non-assessable. The rights, preferences and privileges of the
holders of the Company's common stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any
series of preferred stock which the Company may designate and issue
in the future.
Treasury Stock
As of July 31, 2022, the Company had 16,729,429 shares
of treasury stock carried at its cost basis of $70.9 million.
As of January 31, 2022, the Company had 6,505,334 shares of
treasury stock carried at its cost basis of
$11.9 million.
Share Repurchase Program
In March 2022, the Company's Board of Directors
authorized a $100.0 million share repurchase program of the
Company’s common stock. As of July 31, 2022, a total of
10,224,095 shares have been purchased at an average price of $5.77
per share for a total cost of $58.9 million since the
commencement of the share repurchase program. As of July 31,
2022, there was approximately $41.1 million that remained available
to be purchased under this share repurchase program.
As part of the share repurchase program, shares may be purchased in
open market transactions or pursuant to any trading plan that may
be adopted in accordance with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The timing,
manner, price and amount of any repurchases will be determined at
the Company’s discretion, and the share repurchase program may be
suspended, terminated or modified at any time for any reason. The
repurchase program does not obligate the Company to acquire any
specific number of shares, and all open market repurchases will be
made in accordance with Exchange Act Rule 10b-18, which sets
certain restrictions on the method, timing, price and volume of
open market stock repurchases.
10. Debt
On March 11, 2020, the Company entered into a credit agreement with
Silicon Valley Bank (the “Credit Agreement”). No significant debt
issuance costs were incurred in association with the Credit
Agreement. In January 2021, the Company amended the Credit
Agreement which modified the conditions pursuant to which
subsidiaries are required to become guarantors.
The Credit Agreement provides for a senior secured revolving loan
facility of up to $50.0 million that matures three years after
the effective date, with the right subject to certain conditions to
add an incremental revolving loan facility of up to
$50.0 million in the aggregate. The three-year revolving loan
facility provides for borrowings up to the amount of the facility
with sub-limits of up to (i) $30.0 million to be available for
the issuance of letters of credit and (ii) $10.0 million to be
available for swingline loans.
Under the Credit Agreement, loans bear interest, at the Company's
option, at an annual rate based on LIBOR or a base rate. Loans
based on LIBOR shall bear interest at a rate between LIBOR plus
2.50% and LIBOR plus 3.00%, depending on the Company's average
daily usage of the revolving loan facility. Loans based on the base
rate shall bear interest at a rate between the base rate minus
0.50% and the base rate plus 0.00%, depending on the Company's
average daily usage of the revolving loan facility.
The obligations under the Credit Agreement are secured by a lien on
substantially all of the tangible and intangible property of the
Company and by a pledge of all of the equity interests of the
Company's material direct and indirect domestic subsidiaries and
66% of each class of capital stock of any material first-tier
foreign subsidiaries, subject to limited exceptions.
The Credit Agreement contains customary affirmative and negative
covenants and restrictions, as well as financial covenants that
require the Company to maintain the year-over-year growth rate of
its ordinary course recurring revenue for a trailing four fiscal
quarter period above specified rates when certain liquidity
thresholds are not met and to maintain a consolidated quick ratio
of at least 1.50 to 1.00 tested on a monthly basis.
As
of July 31, 2022, the Company was in compliance with all
debt covenants. As of such date, the $50.0 million revolving
loan facility had $35.9 million available and $14.1 million in
letters of credit allocated as security in connection with office
space.
11. Income Taxes
The Company calculates its year-to-date (provision for) benefit
from income taxes by applying the estimated annual effective tax
rate ("AETR") to year-to-date income or loss from operations before
income taxes and adjusts for discrete tax items recorded in the
period. During the three and six months ended July 31, 2022, the
Company recorded a (provision for) benefit from income taxes of
$(0.7) million and $(1.0) million, respectively. During the three
and six months ended July 31, 2021, the Company recorded a
(provision for) benefit from income taxes of $(0.3) million and
$(0.5) million, respectively.
The Company's effective tax rate generally differs from the U.S.
federal statutory tax rate primarily due to a full valuation
allowance related to the Company's net deferred tax assets in the
U.S. and in certain foreign jurisdictions, partially offset by the
foreign tax rate differential on non-U.S. income. The Company
regularly evaluates the realizability of its deferred tax assets
and establishes a valuation allowance on a jurisdictional basis if
it is more likely than not that some or all the deferred tax assets
will not be realized. In making such a determination, the Company
considers all available positive and negative evidence, including
future reversals of existing taxable temporary differences,
projected future taxable income, loss carryback and tax-planning
strategies. Generally, more weight is given to objectively
verifiable evidence, such as the cumulative loss in recent years,
as a significant piece of negative evidence to overcome. To the
extent sufficient positive evidence becomes available, a portion of
the valuation allowance against certain net deferred tax assets
could be released in the future and would result in a non-cash
income tax benefit in the period of release.
12. Leases
The Company's operating lease
arrangements are principally for office space. As of July 31,
2022, the Company had $18.1 million of operating lease liabilities,
current, $106.7 million of operating lease liabilities,
non-current, $90.9 million of operating lease right-of-use assets,
and no financing leases, on its condensed consolidated balance
sheet. The operating lease arrangements included in the measurement
of lease liabilities do not include short-term leases, and had a
weighted-average remaining lease term of 8.3 years and a
weighted-average discount rate of 5.9%, as of July 31, 2022.
During the six months ended July 31, 2022, the Company paid $9.8
million for amounts included in the measurement of lease
liabilities and did not enter into any new lease
arrangements.
During the six months ended July 31, 2022 and 2021 the Company
recognized $13.6 million and $13.3 million, of lease expense,
respectively, which consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended July 31, |
(in thousands) |
|
|
|
|
2022 |
|
2021 |
Operating lease expense |
|
|
|
|
$ |
8,315 |
|
|
$ |
8,502 |
|
Short-term lease expense |
|
|
|
|
424 |
|
|
379 |
|
Variable lease expense |
|
|
|
|
4,873 |
|
|
4,408 |
|
Total lease expense |
|
|
|
|
$ |
13,612 |
|
|
$ |
13,289 |
|
Operating lease expense is recognized on a straight-line basis over
the term of the arrangement beginning on the lease commencement
date for lease arrangements that have an initial term greater than
twelve months and therefore are recorded on the balance sheet.
Short-term lease expense is recognized on a straight-line basis
over the lease term for lease arrangements that have an initial
term of 12 months or less and therefore are not recorded on the
balance sheet. Variable lease expense is recognized as incurred and
includes real estate taxes and utilities, among other office space
related expenses.
13. Commitments and Contingencies
Contractual Obligations
The Company is obligated to make payments under certain
non-cancelable contractual obligations in the normal course of
business. The Company's contractual obligations primarily relate to
its operating lease arrangements for office space. Its other
contractual obligations include contracts with its Knowledge
Network application providers, which generally have a term of one
year, although some have a term of several years, and its software
vendors, among others. These obligations represent minimum
contractual payments, or the Company's best estimate for variable
elements based on historical payments. The Company's contractual
obligations have various expiry dates between fiscal years 2023 and
2035.
As of July 31,
2022, the Company's contractual obligations are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ending January 31: |
|
Operating Leases |
|
Other |
2023 (remainder of fiscal year)
|
|
$ |
9,485 |
|
|
$ |
22,234 |
|
2024 |
|
18,694 |
|
|
17,308 |
|
2025 |
|
18,229 |
|
|
9,473 |
|
2026 |
|
19,092 |
|
|
1,834 |
|
2027 |
|
19,187 |
|
|
1,537 |
|
2028 and thereafter |
|
74,962 |
|
|
390 |
|
Total |
|
$ |
159,649 |
|
|
$ |
52,776 |
|
Legal Proceedings
Menzione v. Yext, Inc., et al., No. 1:22-cv-05127
(S.D.N.Y.)
On June 17, 2022, a putative class action lawsuit was filed in the
United States District Court for the Southern District of New York
by a purported purchaser of Company securities. The complaint names
the Company, its former Chief Executive Officer (Howard Lerman),
and its former Chief Financial Officer (Steven Cakebread) as
defendants. The complaint alleges that the defendants purportedly
made false and/or misleading statements and failed to disclose
material adverse facts about the Company’s business, operations,
and prospects, including information regarding the effects of the
COVID-19 pandemic on the Company. The purported class includes all
persons and entities that purchased or acquired our securities
between March 4, 2021 and March 8, 2022. The complaint seeks
monetary damages for alleged securities law violations. Motions for
appointment as lead plaintiff and lead counsel were filed on August
16, 2022. On September 6, 2022, the court appointed the Operating
Engineers Construction Industry and Miscellaneous Pension Fund to
be lead plaintiff for the purported class, and Robbins Gellar
Rudman & Dowd LLP to be lead counsel for the purported class.
Yext believes it has meritorious defenses to the claims and intends
to defend itself vigorously.
In addition to the litigation described above, the Company is and
may be involved in various legal proceedings arising in the normal
course of business. Although the results of litigation and claims
cannot be predicted with certainty, currently, in the opinion of
the Company, the likelihood of any material adverse impact on the
Company's results of operations, cash flows or the Company's
financial position for any such litigation or claims is deemed to
be remote. Regardless of the outcome, litigation can have an
adverse impact on the Company because of defense costs, diversion
of management resources and other factors.
Warranties and Indemnifications
The Yext platform is in some cases warranted to perform in a manner
consistent with general industry standards that are reasonably
applicable and materially in accordance with the Company's product
specifications.
The Company's arrangements generally include certain provisions for
indemnifying customers against liabilities if its products or
services infringe a third-party's intellectual property rights
and/or if the Company breaches its contractual agreements with a
customer or in instances of negligence, fraud or willful misconduct
by the Company. To date, the Company has not incurred any material
costs as a result of such obligations and has not accrued any
liabilities related to such obligations in the accompanying
condensed consolidated financial statements.
The Company has also agreed to indemnify certain of its directors
and executive officers for costs associated with any fees,
expenses, judgments, fines and settlement amounts incurred by any
of these persons in any action or proceeding to which any of those
persons is, or is threatened to be, made a party by reason of the
person's service as a director or officer, including any action by
the Company, arising out of that person's services as the Company's
director or officer or that person's services provided to any other
company or enterprise at the Company's request. The Company
maintains director and officer insurance coverage that would
generally enable the Company to recover a portion of future amounts
paid. The Company may also be subject to indemnification
obligations by law with respect to the actions of its employees
under certain circumstances and in certain
jurisdictions.
14. Net Loss Per Share Attributable to Common
Stockholders
The following table sets forth the computation of the basic and
diluted net loss per share attributable to common
stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, |
|
Six months ended July 31, |
(in thousands, except share and per share data) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Numerator: |
|
|
|
|
|
|
|
|
Net loss attributable to common
stockholders |
|
$ |
(19,991) |
|
|
$ |
(27,592) |
|
|
$ |
(45,830) |
|
|
$ |
(45,223) |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted-average common shares
outstanding |
|
124,234,226 |
|
126,906,937 |
|
127,631,877 |
|
126,152,602 |
Net loss per share attributable to common stockholders, basic and
diluted |
|
$ |
(0.16) |
|
|
$ |
(0.22) |
|
|
$ |
(0.36) |
|
|
$ |
(0.36) |
|
Basic net loss per
share is computed by dividing the net loss attributable to common
stockholders by the weighted average number of common shares
outstanding during the period. Unvested restricted stock and
restricted stock units are excluded from the denominator of basic
net loss per share. Diluted net loss per share is computed by
dividing the net loss attributable to common stockholders by the
weighted average number of common shares plus common equivalent
shares for the period, including any dilutive effect from such
shares.
Since the Company
was in a net loss position for all periods presented, net loss per
share attributable to common stockholders was the same on a basic
and diluted basis, as the inclusion of all potential common
equivalent shares outstanding would have been anti-dilutive.
Anti-dilutive common equivalent shares were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of July 31, |
|
|
2022 |
|
2021 |
Options to purchase common stock |
|
4,746,845 |
|
|
7,393,066 |
|
Restricted stock and restricted stock units |
|
12,230,836 |
|
|
11,241,985 |
|
Shares estimated to be purchased under ESPP |
|
341,970 |
|
|
207,120 |
|
Performance-based restricted stock units |
|
2,000,000 |
|
|
— |
|
Total anti-dilutive common equivalent shares |
|
19,319,651 |
|
|
18,842,171 |
|
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion and analysis of our financial condition
and results of operations should be read in conjunction with our
condensed consolidated financial statements and related notes
appearing elsewhere in this Quarterly Report on Form 10-Q and in
our Annual Report on Form 10-K for the fiscal year ended
January 31, 2022, filed with the SEC on March 18, 2022.
As discussed in the section titled "Special Note Regarding Forward
Looking Statements," the following discussion and analysis contains
forward looking statements that involve risks and uncertainties, as
well as assumptions that, if they never materialize or prove
incorrect, could cause our results to differ materially from those
expressed or implied by such forward looking
statements. Factors that could cause or contribute to these
differences include, but are not limited to, those discussed in the
section titled "Risk Factors" under Part II, Item 1A in this
Quarterly Report on Form 10-Q.
Overview
Yext organizes a business's facts so it can provide official
answers to consumer questions starting with the business's own
website and then extending across search engines and voice
assistants. Our platform lets businesses structure the facts about
their brands in a database called the Knowledge Graph. Our platform
is built to leverage the structured data stored in the Knowledge
Graph to deliver a modern search experience on a business's or
organization's own website, as well as across approximately 200
service and application providers, which we refer to as our
Knowledge Network and includes Amazon Alexa, Apple Maps, Bing,
Cortana, Facebook, Google, Google Assistant, Google Maps, Siri and
Yelp. Our platform powers all of our key features, including
Listings, Pages, and Answers, along with its other features and
capabilities.
We sell our platform throughout the world to customers of all
sizes, including our enterprise, mid-size, and third-party reseller
customers. In transactions with resellers, we are only party to the
transaction with the reseller and are not a party to the reseller's
transaction with its customer.
Revenue is a function of the number of customers, the number of
licenses with each customer, the package to which each customer
subscribes, the price of the package and renewal rates. We offer
subscriptions in a discrete range of packages, with pricing based
on specified feature sets and the number of licenses managed by the
customer as well as on a capacity-basis.
Fiscal Year
Our fiscal year ends on January 31st.
References to fiscal 2023, for example, are to the fiscal year
ending January 31, 2023.
COVID-19 Update
The COVID-19 pandemic has significantly disrupted business
operations for us and our customers, as well as suppliers, and
other parties with whom we do business. Such disruptions are
expected to continue for an indefinite period of time.
We have adopted several measures in response to the COVID-19
pandemic and continue to monitor regional developments to inform
our operational decisions. Our offices have been open on a
voluntary basis in accordance with guidance provided by government
agencies, although currently the majority of our employees are
still working remotely. While we continue to hold virtual events,
we have also resumed in-person marketing events. The uncertain
duration of these measures have had and may continue to have
negative effects on our sales efforts and revenue growth
rates. We continue to be committed to our business, the
strength of our platform, our ability to continue to execute on our
strategy, and our efforts to support our customers.
We may continue to see some existing and potential customers, in
particular customers in industries and geographies that have been
highly impacted by the pandemic, may reduce, suspend or delay
technology spending, request to renegotiate contracts to obtain
concessions such as, extended billing and payment terms; shorten
the duration of contracts; or elect not to renew their
subscriptions which could materially adversely impact our business,
financial condition and results of operations in future periods.
The ultimate extent of the impact of the pandemic will depend on
future developments, which continue to be highly uncertain and
cannot be predicted, including the severity and duration of the
COVID-19 pandemic and its variants, vaccination rates and efficacy
and the actions taken to contain and address the impact of the
pandemic, among others. However, because we generally recognize
revenue from our customer contracts ratably over the term of the
contract, changes in our contracting activity in the near term may
not be fully reflected in our results of operations and overall
financial performance until future periods. See Part II Item 1A
“Risk Factors” for further discussion of the possible impact of the
COVID-19 pandemic on our business.
Components of Results of Operations
Revenue
We derive our revenue primarily from subscription and associated
support to our Yext platform. Our contracts are typically one year
in length, but may be up to three years or longer in length.
Revenue is a function of the number of customers, the number of
licenses or capacity purchased by each customer, the package to
which each customer subscribes, the price of the package and
renewal rates. Revenue is generally recognized ratably over the
contract term beginning on the commencement date of each contract,
which is the date our platform is made available to customers. At
the beginning of each subscription term we invoice our customers,
typically in annual installments, but also monthly, quarterly, and
semi-annually. Amounts that have been invoiced for non-cancelable
contracts are recorded in accounts receivable and unearned revenue.
Unearned revenue is subsequently recognized as revenue when
transfer of control to a customer has occurred.
Cost of Revenue
Cost of revenue consists primarily of employee-related costs,
including personnel-related costs, which mainly consist of salaries
and wages, and stock-based compensation expense. Cost of revenue
also includes fees associated with our Knowledge Network
application provider arrangements, the nature of which may be
unpaid, fixed, or variable, and are unpaid with many of our larger
providers, as well as the costs associated with our data centers.
In addition, cost of revenue includes depreciation expense,
including with respect to certain capitalized software development
costs incurred in connection with additional functionality to our
platform. Cost of revenue also includes lease expenses associated
with our office spaces, which are allocated based on employee
headcount. In addition, cost of revenue includes software expense,
which relates to licenses, professional services, and other costs
associated with software for use in the operations of our business,
which is also allocated based on employee headcount.
Operating Expenses
Sales and marketing expenses.
Sales and marketing expenses consist primarily of employee-related
costs which are comprised of personnel-related costs and
stock-based compensation expense. Personnel-related costs mainly
consist of salaries and wages and costs of obtaining revenue
contracts. Sales and marketing expenses also include lease expenses
associated with our office spaces, as well as software expense,
each of which are allocated based on employee headcount. In
addition, sales and marketing expenses include costs related to
advertising and conferences and brand awareness
events.
Research and development expenses.
Research and development expenses consist primarily of
employee-related costs which are comprised of personnel-related
costs and stock-based compensation expense. Personnel-related costs
mainly consist of salaries and wages. Capitalized software
development costs related to additional functionality to our
platform are excluded from research and development expenses as
they are capitalized as a component of property and equipment, net
and depreciated to cost of revenue over the term of their useful
life. Research and development expenses also include lease expenses
associated with our office spaces, as well as software expense,
each of which are allocated based on employee
headcount.
General and administrative expenses.
General and administrative expenses consist primarily of
employee-related costs which are comprised of personnel-related
costs and stock-based compensation expense for our finance and
accounting, human resources, information technology and legal
support departments. Personnel-related costs mainly consist of
salaries and wages. General and administrative expenses also
include lease expenses associated with our office spaces, as well
as software expense, each of which are allocated based on employee
headcount, and other professional related costs.
Results of Operations
The following table sets forth selected condensed consolidated
statement of operations data for each of the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, |
|
Six months ended July 31, |
(in thousands) |
2022 |
|
2021 |
|
2022 |
|
2021 |
Revenue
|
$ |
100,869 |
|
|
$ |
98,124 |
|
|
$ |
199,671 |
|
|
$ |
190,116 |
|
Cost of revenue(1)
|
27,082 |
|
|
26,615 |
|
|
51,810 |
|
|
48,469 |
|
Gross profit
|
73,787 |
|
|
71,509 |
|
|
147,861 |
|
|
141,647 |
|
Operating expenses:
|
|
|
|
|
|
|
|
Sales and marketing(1)
|
54,105 |
|
|
58,578 |
|
|
114,884 |
|
|
113,744 |
|
Research and development(1)
|
18,819 |
|
|
18,500 |
|
|
36,121 |
|
|
32,357 |
|
General and administrative(1)
|
20,384 |
|
|
20,843 |
|
|
41,879 |
|
|
39,190 |
|
Total operating expenses
|
93,308 |
|
|
97,921 |
|
|
192,884 |
|
|
185,291 |
|
Loss from operations |
(19,521) |
|
|
(26,412) |
|
|
(45,023) |
|
|
(43,644) |
|
Interest income |
185 |
|
|
4 |
|
|
210 |
|
|
10 |
|
Interest expense |
(129) |
|
|
(158) |
|
|
(272) |
|
|
(290) |
|
Other expense, net |
138 |
|
|
(741) |
|
|
267 |
|
|
(827) |
|
Loss from operations before income taxes
|
(19,327) |
|
|
(27,307) |
|
|
(44,818) |
|
|
(44,751) |
|
(Provision for) benefit from income taxes |
(664) |
|
|
(285) |
|
|
(1,012) |
|
|
(472) |
|
Net loss
|
$ |
(19,991) |
|
|
$ |
(27,592) |
|
|
$ |
(45,830) |
|
|
$ |
(45,223) |
|
(1)Amounts
include stock-based compensation expense as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, |
|
Six months ended July 31, |
(in thousands) |
2022 |
|
2021 |
|
2022 |
|
2021 |
Cost of revenue |
$ |
1,341 |
|
|
$ |
2,312 |
|
|
$ |
2,723 |
|
|
$ |
3,757 |
|
Sales and marketing |
6,149 |
|
|
7,377 |
|
|
12,525 |
|
|
12,878 |
|
Research and development |
4,202 |
|
|
5,828 |
|
|
8,722 |
|
|
9,816 |
|
General and administrative |
4,390 |
|
|
4,885 |
|
|
10,198 |
|
|
8,549 |
|
Total stock-based compensation expense |
$ |
16,082 |
|
|
$ |
20,402 |
|
|
$ |
34,168 |
|
|
$ |
35,000 |
|
Decreases in stock-based compensation expense are largely due to
decreases in the fair value of awards granted.
The following table sets forth selected condensed consolidated
statements of operations data for each of the periods indicated as
a percentage of total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, |
|
Six months ended July 31, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Revenue |
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
Cost of revenue |
27 |
|
|
27 |
|
|
26 |
|
|
25 |
|
Gross profit |
73.2 |
|
|
72.9 |
|
|
74.1 |
|
|
74.5 |
|
Operating expenses: |
|
|
|
|
|
|
|
Sales and marketing |
54 |
|
|
60 |
|
|
58 |
|
|
60 |
|
Research and development |
18 |
|
|
19 |
|
|
18 |
|
|
17 |
|
General and administrative |
20 |
|
|
21 |
|
|
21 |
|
|
21 |
|
Total operating expenses |
92 |
|
|
100 |
|
|
97 |
|
|
98 |
|
Loss from operations |
(19) |
|
|
(27) |
|
|
(23) |
|
|
(23) |
|
Interest income |
— |
|
|
— |
|
|
— |
|
|
— |
|
Interest expense |
— |
|
|
— |
|
|
1 |
|
|
— |
|
Other expense, net |
— |
|
|
(1) |
|
|
— |
|
|
(1) |
|
Loss from operations before income taxes |
(19) |
|
|
(28) |
|
|
(22) |
|
|
(24) |
|
(Provision for) benefit from income taxes |
(1) |
|
|
— |
|
|
(1) |
|
|
— |
|
Net loss |
(20) |
% |
|
(28) |
% |
|
(23) |
% |
|
(24) |
% |
Note: Numbers rounded for presentation purposes and may not
sum.
Three Months Ended July 31, 2022 Compared to Three Months Ended
July 31, 2021
Revenue and Cost of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, |
|
Variance |
(in thousands) |
2022 |
|
2021 |
|
Dollars |
|
Percent |
Revenue
|
$ |
100,869 |
|
|
$ |
98,124 |
|
|
$ |
2,745 |
|
|
3 |
% |
Cost of revenue
|
27,082 |
|
|
26,615 |
|
|
$ |
467 |
|
|
2 |
% |
Gross profit
|
$ |
73,787 |
|
|
$ |
71,509 |
|
|
$ |
2,278 |
|
|
3 |
% |
Gross margin
|
73.2 |
% |
|
72.9 |
% |
|
|
|
|
Total revenue was $100.9 million for the three months ended July
31, 2022, compared to $98.1 million for the three months ended July
31, 2021, an increase of $2.7 million or 3%, primarily driven by
new customer subscriptions to our platform, as well as expanded
subscriptions for existing customers. Revenue for the three months
ended July 31, 2022 included a negative impact from foreign
currency exchange rates of approximately $2.8 million, using a
constant currency basis. We calculate constant currency by
translating our current period results for entities reporting in
currencies other than U.S. Dollars (“USD”) into USD at the average
monthly exchange rates in effect during the comparative period, as
opposed to the average monthly exchange rates in effect during the
current period.
For the three months ended July 31, 2022 and 2021, revenue
recognized from subscriptions and associated support to our
platform was 91% and revenue recognized from professional services
was 9%, compared to 92% and 8%, respectively.
Cost of revenue was $27.1 million for the three months ended July
31, 2022, relatively consistent compared to $26.6 million for the
three months ended July 31, 2021. The increase of $0.5 million or
2% was primarily driven by a $0.9 million increase in
personnel-related costs, reflecting higher headcount. This was
generally offset by a $1.0 million decrease in stock-based
compensation expense, largely due to decreases in the fair value of
awards granted.
Gross margin was 73.2% for the three months ended July 31, 2022,
compared to 72.9% for the three months ended July 31, 2021 as
reflected in the discussion above.
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, |
|
Variance |
(in thousands) |
2022 |
|
2021 |
|
Dollars |
|
Percent |
Sales and marketing |
$ |
54,105 |
|
|
$ |
58,578 |
|
|
$ |
(4,473) |
|
|
(8) |
% |
Research and development |
$ |
18,819 |
|
|
$ |
18,500 |
|
|
$ |
319 |
|
|
2 |
% |
General and administrative |
$ |
20,384 |
|
|
$ |
20,843 |
|
|
$ |
(459) |
|
|
(2) |
% |
Sales and marketing expense was $54.1 million for the three months
ended July 31, 2022, compared to $58.6 million for the three months
ended July 31, 2021, a decrease of $4.5 million or 8%. The decrease
was primarily driven by employee-related costs, as
personnel-related costs decreased $2.1 million, reflecting lower
headcount,
and stock-based compensation expense which decreased $1.2 million,
largely due to decreases in the fair value of awards granted. In
addition, advertising costs decreased $2.0 million due to certain
brand media campaigns in the prior period. These decreases were
partially offset by a $1.5 million increase in conferences and
events and a $0.7 million increase in employee travel.
Research and development expense was $18.8 million for the three
months ended July 31, 2022, relatively consistent compared to $18.5
million for the three months ended July 31, 2021, as increases of
$1.2 million in personnel-related costs were generally offset by a
$1.6 million decrease in stock-based compensation expense, largely
due to decreases in the fair value of awards granted.
General and administrative expense was $20.4 million for the three
months ended July 31, 2022, relatively consistent compared to $20.8
million for the three months ended July 31, 2021. The decrease of
$0.5 million or 2%, reflected a $1.1 million decrease in
professional related costs and a $0.5 million decrease in
stock-based compensation expense, largely due to decreases in the
fair value of awards granted. These decreases were partially offset
by a $0.4 million increase in personnel-related costs, reflecting
higher headcount, as well as a $0.4 million increase in bad debt
expense.
Six Months Ended July 31, 2022 Compared to Six Months Ended July
31, 2021
Revenue and Cost of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended July 31, |
|
Variance |
(in thousands) |
2022 |
|
2021 |
|
Dollars |
|
Percent |
Revenue
|
$ |
199,671 |
|
|
$ |
190,116 |
|
|
$ |
9,555 |
|
|
5 |
% |
Cost of revenue
|
51,810 |
|
|
48,469 |
|
|
$ |
3,341 |
|
|
7 |
% |
Gross profit
|
$ |
147,861 |
|
|
$ |
141,647 |
|
|
$ |
6,214 |
|
|
4 |
% |
Gross margin
|
74.1 |
% |
|
74.5 |
% |
|
|
|
|
Total revenue was $199.7 million for the six months ended July 31,
2022, compared to $190.1 million for the six months ended July 31,
2021, an increase of $9.6 million or 5%, primarily driven by new
customer subscriptions to our platform, as well as expanded
subscriptions for existing customers. Revenue for the six months
ended July 31, 2022 included a negative impact from foreign
currency exchange rates of approximately $4.2 million, using a
constant currency basis. We calculate constant currency by
translating our current period results for entities reporting in
currencies other than USD into USD at the average monthly exchange
rates in effect during the comparative period, as opposed to the
average monthly exchange rates in effect during the current
period.
For the six months ended July 31, 2022 and 2021, revenue recognized
from subscriptions and associated support to our platform was 91%
and revenue recognized from professional services was 9%, compared
to 92% and 8%, respectively.
Cost of revenue was $51.8 million for the six months ended July 31,
2022, compared to $48.5 million for the six months ended July 31,
2021, an increase of $3.3 million or 7%. The increase was primarily
driven by a $2.9 million increase in personnel-related costs,
reflecting higher headcount, as well as a $1.0 million increase in
depreciation expense and a $1.0 million increase in costs
associated with our data centers. These increases were partially
offset by a $1.0 million decrease in stock-based compensation
expense, largely due to decreases in the fair value of awards
granted, as well as a $0.8 million decrease in Knowledge
Network application provider fees due to favorable contract renewal
terms with certain providers in the prior year.
Gross margin was 74.1% for the six months ended July 31, 2022,
compared to 74.5% for the six months ended July 31, 2021 as
reflected in the discussion above.
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended July 31, |
|
Variance |
(in thousands) |
2022 |
|
2021 |
|
Dollars |
|
Percent |
Sales and marketing |
$ |
114,884 |
|
|
$ |
113,744 |
|
|
$ |
1,140 |
|
|
1 |
% |
Research and development |
$ |
36,121 |
|
|
$ |
32,357 |
|
|
$ |
3,764 |
|
|
12 |
% |
General and administrative |
$ |
41,879 |
|
|
$ |
39,190 |
|
|
$ |
2,689 |
|
|
7 |
% |
Sales and marketing expense was $114.9 million for the six months
ended July 31, 2022, compared to $113.7 million for the six months
ended July 31, 2021, an increase of $1.1 million or 1%. The
increase was primarily driven by a $3.4 million increase in
conferences and events and a $2.3 million increase in employee
travel. These increases were partially offset by a $2.9 million
decrease in advertising costs associated with certain brand media
campaigns in the prior period, as well as a $1.3 million decrease
in costs to obtain revenue contracts and a $0.7 million decrease in
salaries and wages, reflecting lower headcount.
Research and development expense was $36.1 million for the six
months ended July 31, 2022, compared to $32.4 million for the six
months ended July 31, 2021, an increase of $3.8 million or 12%. The
increase was primarily driven by a $3.6 million increase in
personnel-related costs.
General and administrative expense was $41.9 million for the six
months ended July 31, 2022, compared to $39.2 million for the six
months ended July 31, 2021, an increase of $2.7 million or 7%. The
increase was primarily due to employee-related costs, including a
$1.9 million increase in personnel-related costs, reflecting higher
headcount, as well as a $1.6 million increase in stock-based
compensation expense primarily due to performance based restricted
stock units granted in the current period. These increases were
partially offset by a $1.3 million decrease in professional related
costs.
Net Loss
Net loss was $20.0 million and $45.8 million for the
three and six months ended July 31, 2022, respectively and
$27.6 million and $45.2 million for the three and six
months ended July 31, 2021, respectively.
Non-GAAP Net Loss
In addition to our financial results determined in accordance with
GAAP, we believe that non-GAAP net loss is useful in evaluating our
operating performance and our business.
Non-GAAP net loss is a financial measure that is not calculated in
accordance with GAAP. We define non-GAAP net loss as our GAAP net
loss as adjusted to exclude the effects of stock-based compensation
expense. We believe non-GAAP net loss provides investors and other
users of our financial information consistency and comparability
with our past financial performance and facilitates
period-to-period comparisons of our results of operations. We also
believe non-GAAP net loss is useful in evaluating our operating
performance compared to that of other companies in our industry, as
it eliminates the effects of stock-based compensation, which may
vary for reasons unrelated to overall operating
performance.
We use non-GAAP net loss in conjunction with traditional GAAP net
loss as part of our overall assessment of our performance,
including the preparation of our annual operating budget and
quarterly forecasts, and to evaluate the effectiveness of our
business strategies. Our definition may differ from the definitions
used by other companies and therefore comparability may be limited.
In addition, other companies may not publish this or similar
metrics. Thus, our non-GAAP net loss should be considered in
addition to, not as a substitute for, nor superior to or in
isolation from, measures prepared in accordance with
GAAP.
Non-GAAP net loss may be limited in its usefulness because it does
not present the full economic effect of our use of stock-based
compensation expense. We compensate for these limitations by
providing a reconciliation of non-GAAP net loss to the most closely
related GAAP financial measure. We encourage investors and others
to review our financial information in its entirety, not to rely on
any single financial measure and to view non-GAAP net loss in
conjunction with GAAP net loss.
The following table provides a reconciliation of GAAP net loss to
non-GAAP net loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, |
|
Six months ended July 31, |
(in thousands) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
Net loss |
$ |
(19,991) |
|
|
$ |
(27,592) |
|
|
$ |
(45,830) |
|
|
$ |
(45,223) |
|
|
|
Plus: Stock-based compensation expense |
16,082 |
|
|
20,402 |
|
|
34,168 |
|
|
35,000 |
|
|
|
Non-GAAP net loss |
$ |
(3,909) |
|
|
$ |
(7,190) |
|
|
$ |
(11,662) |
|
|
$ |
(10,223) |
|
|
|
Constant Currency
We provide revenue, including year-over-year growth rates, adjusted
to remove the impact of foreign currency rate fluctuations, which
we refer to as constant currency. We believe providing revenue on a
constant currency basis helps our investors to better understand
our underlying performance, given the current macroeconomic
environment. We calculate constant currency by using the current
period results for entities reporting in currencies other than USD,
which are then converted into USD at the average monthly exchange
rates in effect during the comparative period, as opposed to the
average monthly exchange rates in effect during the current period.
Our definition may differ from the definitions used by other
companies and therefore comparability may be limited. In addition,
other companies may not publish these or similar metrics. Thus, our
revenue on a constant currency basis should be considered in
addition to, not as a substitute for, nor superior to or in
isolation from, measures prepared in accordance with GAAP. We
provide a reconciliation of revenue on a constant currency basis to
the most closely related GAAP financial measure. We encourage
investors and others to review our financial information in its
entirety and to view revenue on a constant currency basis in
conjunction with revenue on a GAAP basis.
The following table provides a reconciliation of revenue on a GAAP
basis to revenue on a constant currency basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, |
|
|
(in thousands) |
2022 |
|
2021 |
|
Growth Rates |
Revenue (GAAP) |
$ |
100,869 |
|
|
$ |
98,124 |
|
|
3 |
% |
Effects of foreign currency rate fluctuations |
2,782 |
|
|
|
|
|
Revenue on a constant currency basis (Non-GAAP) |
$ |
103,651 |
|
|
|
|
6 |
% |
|
|
|
|
|
|
|
Six months ended July 31, |
|
|
(in thousands) |
2022 |
|
2021 |
|
Growth Rates |
Revenue (GAAP) |
$ |
199,671 |
|
|
$ |
190,116 |
|
|
5 |
% |
Effects of foreign currency rate fluctuations |
4,168 |
|
|
|
|
|
Revenue on a constant currency basis (Non-GAAP) |
$ |
203,839 |
|
|
|
|
7 |
% |
Liquidity and Capital Resources
As of July 31, 2022, our principal sources of liquidity were
cash and cash equivalents of $187.9 million. We believe our
existing cash and cash equivalents will be sufficient to meet our
projected operating requirements for at least the next
12 months. Our cash flows, including net cash used in or
provided by operating activities, may vary significantly from
quarter to quarter, due to the timing of billings, cash collections
and lease payments, significant marketing events and related
expenses, and the potential effects of the COVID-19 pandemic, among
other factors.
Our future capital requirements will depend on many factors,
including those set forth under "Risk Factors". We may in the
future enter into arrangements to acquire or invest in
complementary businesses, services, technologies, and intellectual
property rights. In addition, we may be required to seek additional
equity or debt financing. In the event that additional financing is
required from outside sources, we may not be able to raise it on
terms acceptable to us or at all. If we are unable to raise
additional capital when desired, our business, operating results
and financial condition would be adversely affected.
Credit Arrangements
On March 11, 2020, we entered into a credit agreement with Silicon
Valley Bank (the “Credit Agreement”). No significant debt issuance
costs were incurred in association with the Credit Agreement. In
January 2021, we amended the Credit Agreement which modified the
conditions pursuant to which subsidiaries are required to become
guarantors.
The Credit Agreement provides for a senior secured revolving loan
facility of up to $50.0 million that matures three years after the
effective date, with the right subject to certain conditions to add
an incremental revolving loan facility of up to $50.0 million in
the aggregate. The three-year revolving loan facility provides for
borrowings up to the amount of the facility with sub-limits of up
to (i) $30.0 million to be available for the issuance of letters of
credit and (ii) $10.0 million to be available for swingline
loans.
Under the Credit Agreement, loans bear interest, at our option, at
an annual rate based on LIBOR or a base rate. Loans based on LIBOR
shall bear interest at a rate between LIBOR plus 2.50% and LIBOR
plus 3.00%, depending on our average daily usage of the revolving
loan facility. Loans based on the base rate shall bear interest at
a rate between the base rate minus 0.50% and the base rate plus
0.00%, depending on our average daily usage of the revolving loan
facility. See Part II Item 1A “Risk Factors - Our credit facility
contains restrictive covenants that may limit our operating
flexibility" for discussion of LIBOR being phased out.
The obligations under the Credit Agreement are secured by a lien on
substantially all of our tangible and intangible property and by a
pledge of all of our equity interests of material direct and
indirect domestic subsidiaries and 66% of each class of capital
stock of any material first-tier foreign subsidiaries, subject to
limited exceptions.
The Credit Agreement contains customary affirmative and negative
covenants and restrictions, as well as financial covenants that
require us to maintain the year-over-year growth rate of its
ordinary course recurring revenue for a trailing four fiscal
quarter period above specified rates when certain liquidity
thresholds are not met and to maintain a consolidated quick ratio
of at least 1.50 to 1.00 tested on a monthly basis.
As
of July 31, 2022, we were in compliance with all debt
covenants. As of such date, the $50.0 million revolving loan
facility had $35.9 million available and $14.1 million in letters
of credit allocated as security in connection with office
space.
Share Repurchase Program
In March 2022, our Board of Directors authorized a
$100.0 million share repurchase program of our common stock.
As of July 31, 2022, a total of 10,224,095 shares have been
purchased at an average price of $5.77 per share for a total cost
of $58.9 million since the commencement of the share
repurchase program. As of July 31, 2022, there was
approximately $41.1 million that remained available to be purchased
under this share repurchase program.
Cash Flows
The following table summarizes our cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended July 31, |
(in thousands) |
2022 |
|
2021 |
Net cash (used in) provided by operating
activities
|
$ |
(7,305) |
|
|
$ |
2,449 |
|
Net cash used in investing activities
|
$ |
(3,875) |
|
|
$ |
(10,555) |
|
Net cash (used in) provided by financing
activities
|
$ |
(56,568) |
|
|
$ |
17,585 |
|
Operating Activities
Net cash used in operating activities of $7.3 million for the six
months ended July 31, 2022 was primarily due to the net loss of
$45.8 million, as well as changes in unearned revenue of $54.2
million, changes in operating lease liabilities of $6.0 million and
prepaid expenses and other current assets of $4.7 million. This was
partially offset by positive adjustments in reconciling our net
loss to net cash used in operating activities related to changes in
accounts receivable of $45.8 million, mainly due to timing of
billing and cash collections during the period, as well as changes
in costs to obtain revenue contracts of $7.6 million. In addition,
there were
positive non-cash adjustments related to stock-based compensation
expense of $34.2 million, depreciation and amortization expense of
$8.7 million, and amortization of operating lease right-of-use
assets of $4.5 million.
Net cash provided by operating activities of $2.4 million for the
six months ended July 31, 2021 was primarily due to positive
adjustments in reconciling our net loss of $45.2 million to net
cash provided by operating activities, including changes in
accounts receivable of $37.6 million, mainly due to timing of
billing and cash collections during the period, stock-based
compensation expense of $35.0 million, depreciation and
amortization expense of $7.9 million, and amortization of operating
lease right-of-use assets of $4.6 million. These increases were
partially offset by changes in unearned revenue of $26.3 million
and costs to obtain revenue contracts of $8.4 million.
Investing Activities
Net cash used in investing activities of $3.9 million for the six
months ended July 31, 2022 reflected capital
expenditures.
Net cash used in investing activities of $10.6 million for the six
months ended July 31, 2021, reflected capital expenditures
associated with our new office spaces, primarily our new corporate
headquarters in New York, NY.
Financing Activities
Net cash used in financing activities of $56.6 million for the six
months ended July 31, 2022 was primarily related to
$58.7 million in cash outflows associated with repurchases of
common stock as part of our share repurchase program. This was
partially offset by net proceeds from employee stock purchase plan
withholdings of $1.9 million and proceeds from exercise of stock
options of $0.5 million.
Net cash provided by financing activities of $17.6 million for the
six months ended July 31, 2021 was primarily related to proceeds
from exercise of stock options of $14.4 million and net proceeds
from employee stock purchase plan withholdings of $3.4
million.
Contractual Obligations
We are obligated to make payments under certain non-cancelable
contractual obligations in the normal course of business. Our
contractual obligations primarily relate to our operating lease
arrangements for office space. Our other contractual obligations
include contracts with our Knowledge Network application providers,
which generally have a term of one year, although some have a term
of several years, as well as contracts with our software vendors,
among others. These obligations represent minimum contractual
payments, or our best estimate for variable elements based on
historical payments. Our contractual obligations have various
expiry dates between fiscal years 2023 and 2035.
As of July 31,
2022, future minimum payments under these contractual obligations
are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ending January 31: |
|
Operating Leases |
|
Other |
2023 (remainder of fiscal year) |
|
$ |
9,485 |
|
|
$ |
22,234 |
|
2024 |
|
18,694 |
|
|
17,308 |
|
2025 |
|
18,229 |
|
|
9,473 |
|
2026 |
|
19,092 |
|
|
1,834 |
|
2027 |
|
19,187 |
|
|
1,537 |
|
2028 and thereafter |
|
74,962 |
|
|
390 |
|
Total |
|
$ |
159,649 |
|
|
$ |
52,776 |
|
See Note 13, "Commitments and Contingencies", to our condensed
consolidated financial statements for further discussion on
contractual obligations.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial condition
and results of operations is based on our financial statements,
which have been prepared in accordance with accounting principles
generally accepted in the United States of America ("GAAP"). The
preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements, as well as the
reported revenue generated and expenses incurred during the
reporting periods. Our estimates are based on our historical
experience and various other factors that we believe are reasonable
under the circumstances, the results of which form the basis for
making judgments about items that are not readily apparent from
other sources. Actual results may differ from these estimates under
different assumptions or conditions.
There have been no material changes to our critical accounting
policies and estimates as compared to those disclosed in our Annual
Report on Form 10-K.
Recent Accounting Pronouncements
See Note 2, "Summary of Significant Accounting Policies- Recent
Accounting Pronouncements", to the condensed consolidated financial
statements for our discussion about adopted and pending recent
accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
Market risk represents the risk of loss that may affect our
financial position due to adverse changes in financial market
prices and rates. We are exposed to market risks related to foreign
currency exchange rates, inflation and interest rates.
Foreign Currency Risk
Assets and liabilities of non-U.S. subsidiaries that operate in a
local currency environment, where the local currency is the
functional currency, are translated from foreign currencies into
U.S. dollars using month-end rates of exchange for assets and
liabilities, and average rates for the period derived from
month-end spot rates for revenue, costs and expenses. We record
translation gains and losses in accumulated other comprehensive
(loss) income as a component of stockholders' equity. We reflect
net foreign exchange transaction gains and losses resulting from
the conversion of the transaction currency to functional currency
as a component of foreign currency exchange losses in other
expense, net. Based on the size of our international operations and
the amount of our expenses denominated in foreign currencies, we
would not expect a 10% change in the value of the U.S. dollar from
rates on July 31, 2022 to have a material effect on our
financial position or results of operations. These exposures may
change over time as business practices evolve and economic
conditions change, including market impacts associated with
COVID-19, as well as recent foreign currency impacts due to the
macroeconomic environment.
Inflation Risk
We do not believe that inflation has had a material effect on our
business, financial condition or results of operations, other than
its impact on the general economy which includes labor costs.
Nonetheless, if our costs, in particular personnel-related costs,
continue to become subject to significant inflationary pressures,
we may not be able to fully offset such higher costs through price
increases. Our inability or failure to do so could harm our
business, financial condition and results of
operations.
Interest Rate Risk
As of July 31, 2022, we had cash and cash equivalents of
$187.9 million. The primary objective of our investments is the
preservation of capital to fulfill liquidity needs. We do not enter
into investments for trading or speculative purposes.
We do not believe our cash equivalents have significant risk of
default or illiquidity. While we believe our cash equivalents do
not contain excessive risk, we cannot assure you that in the future
our investments will not be subject to adverse changes in market
value. In addition, we maintain significant amounts of cash and
cash equivalents at one or more financial institutions that are in
excess of federally insured limits and are exposed to counterparty
risk. We have not been exposed to, nor do we anticipate being
exposed to, material risks due to changes in interest rates. A
hypothetical 10% change in interest rates during any of the periods
presented would not have had a material impact on our financial
statements.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial
officer, we conducted an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to
be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the
time periods specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include
controls and procedures designed to ensure that information
required to be disclosed in our company’s reports filed under the
Exchange Act is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure. Based on
the evaluation of our disclosure controls and procedures, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of
July 31, 2022.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial
reporting identified in connection with the evaluation required by
Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred
during the six months ended July 31, 2022 that have materially
affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and
Procedures
Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls and
procedures or internal control over financial reporting will
prevent all errors and all fraud. A control system, no matter how
well designed and implemented, can provide only reasonable, not
absolute, assurance that the control system’s objectives will be
met. Further, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls
must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues within a company
are detected. The inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can
occur because of simple errors or mistakes. Controls can also be
circumvented by the individual acts of some persons, by collusion
of two or more people, or by management override of the controls.
Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and may not
be detected. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may
deteriorate.
PART II. OTHER INFORMATION
Item 1. Legal
Proceedings
Menzione v. Yext, Inc., et al.,
No. 1:22-cv-05127 (S.D.N.Y.)
On June 17, 2022, a putative class action lawsuit was filed in the
United States District Court for the Southern District of New York
by a purported purchaser of Company securities. The complaint names
the Company, its former Chief Executive Officer (Howard Lerman),
and its former Chief Financial Officer (Steven Cakebread) as
defendants. The complaint alleges that the defendants purportedly
made false and/or misleading statements and failed to disclose
material adverse facts about the Company’s business, operations,
and prospects, including information regarding the effects of the
COVID-19 pandemic on the Company. The purported class includes all
persons and entities that purchased or acquired our securities
between March 4, 2021 and March 8, 2022. The complaint seeks
monetary damages for alleged securities law violations. Motions for
appointment as lead plaintiff and lead counsel were filed on August
16, 2022. On September 6, 2022, the court appointed the Operating
Engineers Construction Industry and Miscellaneous Pension Fund to
be lead plaintiff for the purported class, and Robbins Gellar
Rudman & Dowd LLP to be lead counsel for the purported class.
Yext believes it has meritorious defenses to the claims and intends
to defend itself vigorously.
Item 1A. Risk Factors
You should carefully consider the risks and uncertainties described
below, together with all of the other information contained in this
Quarterly Report on Form 10-Q, including our condensed consolidated
financial statements and related notes, before making a decision to
invest in our common stock. The risks and uncertainties described
below are not the only ones we face. Additional risks and
uncertainties that we are unaware of, or that we currently believe
are not material, may also become important factors that affect our
business. If any of the following risks occur, our business,
financial condition, operating results and prospects could be
materially harmed. In that event, the price of our common stock
could decline, and you could lose part or all of your
investment.
Risk Factor Summary
This risk factor summary contains a high-level summary of risks
associated with our business, but does not address all of the risks
that we face. Additional discussion of the risks summarized below,
and other risks that we face, may be found immediately following
this summary.
Risks Related to Our Business and Industry
•Our
revenue growth rate has slowed in recent periods.
•We
have a history of losses and may not achieve profitability in the
future.
•Adverse
economic conditions including inflation or reduced technology
spending may adversely impact our business.
•The
effects of the COVID-19 pandemic have had and are expected to
continue to have an adverse effect on our business, operations and
financial results as well as the business and operations of our
customers and potential customers.
•Because
we recognize revenue from subscriptions for our platform over the
term of the subscription, downturns or upturns in new business may
not be immediately reflected in our operating results.
•We
have a limited operating history and our business has evolved,
which makes it difficult to predict our future operating
results.
•We
have experienced significant changes to our organization and
structure and may not be able to effectively manage such
changes.
•Failure
to adequately manage our sales force will impede our
growth.
•We
have expanded and intend to continue to expand our international
operations, which exposes us to significant risks.
•Our
growth depends in part on the success of our strategic
relationships with existing and prospective Knowledge Network
application providers.
•Changes
in our pricing models could adversely affect our operating
results.
•Our
success depends on a fragmented internet environment for finding
information, particularly information about
businesses.
•Our
platform faces competition in the marketplace. If we are unable to
compete effectively, our operating results could be adversely
affected.
•Business
and professional service providers may not widely adopt our
platform to manage their information or as an important part of
their marketing strategy, which would limit our ability to grow our
business.
•If
customers do not renew their subscriptions for our platform or if
they reduce their subscriptions at the time of renewal, our revenue
will decline and our business will suffer.
•If
we are unable to attract new customers, our revenue growth could be
slower than we expect and our business may be harmed.
•If
we fail to integrate our platform with a variety of third-party
technologies, our platform may become less marketable and less
competitive or obsolete and our operating results would be
harmed.
•If
we are unable to successfully develop and market new features, make
enhancements to our existing features, or expand our offerings into
new markets, our business, results of operations and competitive
position may suffer.
•If
we fail to adapt and respond effectively to rapidly changing
technology, evolving industry standards and changing customer needs
or requirements, our platform may become less
competitive.
•If
customers do not expand their use of our platform beyond their
current subscriptions and licenses, our ability to grow our
business and operating results may be adversely
affected.
•Because
our platform is sold to enterprises that often have complex
operating environments, we may encounter long and unpredictable
sales cycles, which could adversely affect our operating results in
any given period.
•A
portion of our revenue is dependent on a few
customers.
•A
significant portion of our revenue is dependent on third-party
reseller customers, the efforts of which we do not
control.
•We
may require additional capital to support our business, and this
capital might not be available on acceptable terms, if at
all.
Risks Related to Information Technology, Intellectual Property, and
Data Security
•A
security breach, network attack or information security incident
could delay or interrupt service to our customers, result in the
unauthorized access to, or use, modification or publishing of
customer content or other information, harm our reputation or
subject us to significant liability.
•Assertions
by third parties of infringement or other violations by us of their
intellectual property rights could result in significant costs and
harm our business and operating results.
•We
could incur substantial costs in protecting or defending our
intellectual property rights, and any failure to protect our
intellectual property could adversely affect our business, results
of operations and financial condition.
•Our
platform utilizes 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
employ third-party licensed software for use in or with our
platform, and the inability to maintain these licenses or errors in
the software we license could result in increased costs, or reduced
service levels, which could adversely affect our
business.
•The
reliability of our network and support infrastructure will be
critical to our success. Sustained failures or outages could lead
to significant costs and service disruptions, which could
negatively affect our business, financial results and
reputation.
•Real
or perceived errors, failures or bugs in our software, or in the
software or systems of our third-party application providers and
partners, could materially and adversely affect our operating
results and growth prospects.
Risks Related to Laws, Regulation and Taxation
•We
are subject to governmental regulation and other legal obligations,
including those related to privacy, data protection and information
security, and our actual or perceived failure to comply with such
obligations could harm our business. Compliance with such laws
could also impair our efforts to maintain and expand our customer
base, and thereby decrease our revenue.
Risks Related to Ownership of Our Common Stock and Our Status as a
Public Company
•Our
quarterly results may fluctuate significantly and may not fully
reflect the underlying performance of our business.
•The
market price of our common stock has been and may continue to be
volatile and may decline. Market volatility may affect the value of
an investment in our common stock and could subject us to
litigation.
Risks Related to Our Business and Industry
Our revenue growth rate has slowed in recent periods.
We experienced revenue growth rates of 31% from the fiscal year
ended January 31, 2019 to the fiscal year ended
January 31, 2020, 19% from the fiscal year ended
January 31, 2020 to the fiscal year ended January 31,
2021, 10% from the fiscal year ended January 31, 2021 to the
fiscal year ended January 31, 2022, and 5% from the six months
ended July 31, 2021 to the six months ended July 31,
2022. We expect our growth in the coming year to be slower. Our
historical revenue growth rates are not indicative of future
growth, and we may not achieve similar revenue growth rates in
future periods. You should not rely on our revenue for any prior
quarterly or annual periods as an indication of our future revenue
or revenue growth. Our operating results may vary as a result of a
number of factors, including our ability to execute on our business
strategy, our ability to compete effectively for customers and
business partners, the impact of the COVID-19 pandemic on our
business, and other factors that are outside of our control. If we
are unable to maintain consistent revenue or revenue growth, our
stock price could be volatile, and it could be difficult to achieve
or maintain profitability.
We have a history of losses and may not achieve profitability in
the future.
We generated a net loss of $20.0 million for the quarter ended
July 31, 2022 and $93.3 million, $94.7 million, and $121.5
million for the fiscal years ended January 31, 2022, 2021 and 2020,
respectively. As of July 31, 2022, we had an accumulated
deficit of $656.4 million, reflecting our losses recognized
historically on a GAAP basis. We will need to generate and sustain
increased revenue levels and reduced expenses in future periods to
become profitable, and, even if we do, we may not be able to
maintain or increase our level of profitability. As a result, we
may continue to experience operating losses for the indefinite
future. Further, while we are reducing operating expenses in the
near term, we expect our operating expenses may increase in the
coming years as we hire additional personnel, expand our
distribution channels, develop our technology and new features,
face increased compliance costs
associated with our growth and entry into new markets and
geographies and adopt new systems to scale and automate our
operations. If our revenue does not increase to offset these and
other potential increases in operating expenses, we may not be
profitable in future periods. If we are unable to achieve and
sustain profitability, the market price of our common stock may
significantly decrease.
Adverse economic conditions or reduced technology spending may
adversely impact our business.
Our business depends on the overall demand for technology and on
the economic performance of our current and prospective customers.
In general, worldwide economic conditions may remain unstable,
including inflation, and these conditions would make it difficult
for our customers, prospective customers and us to forecast and
plan future business activities accurately, and they could cause
our customers or prospective customers to reevaluate their decision
to purchase our features. Weak global economic conditions, changes
in consumer behavior or a reduction in technology spending even if
economic conditions stabilize, could adversely impact our business
and results of operations in a number of ways, including longer
sales cycles, lower demand or prices for our platform, fewer
subscriptions and lower or no growth. For example, the COVID-19
pandemic and resulting governmental restrictions and regulations
have created additional uncertainty in the global economy and a
sharp increase in unemployment. The prolonged uncertainty and weak
economic conditions relating to the COVID-19 pandemic have led
certain of our customers and potential customers to decrease the
rate of their information technology spending, has adversely
affected their ability or willingness to purchase our platform and
has caused them to delay purchasing decisions or reduce the value
or duration of their subscriptions, all of which has adversely
affected our operating results. Further, Russia’s invasion of
Ukraine may lead to disruption, instability, deterioration and
volatility in global markets and industries that could negatively
impact our business, financial condition and results of
operations.
In addition, the economies of countries in Europe have been
experiencing weakness associated with high sovereign debt levels,
weakness in the banking sector and uncertainty over the future of
the European Union, including uncertainty regarding Brexit. We have
operations, as well as current and potential new customers,
throughout Europe. The European Union's economy also suffered a
sharp downturn due to the COVID-19 pandemic and Russia's invasion
of Ukraine, and economic conditions in Europe and other key markets
for our platform remain weak. As a result, we have experienced
negative impacts on our sales activities in Europe. If such
conditions deteriorate further, customers may delay or reduce their
information technology spending. In addition, the legal, regulatory
and economic impacts of the United Kingdom’s exit from the European
Union in January 2020 are not fully known at this time. While the
United Kingdom and the European Union have signed an EU-UK Trade
and Cooperation Agreement, there are still many uncertainties and
regulations applicable during the transition period will likely be
amended and may diverge from European Union regulations. The
outcome of these events may, among other things, increase the costs
and complexity of our operations in Europe including our ability to
hire and retain employees.
The effects of the COVID-19 pandemic have had and are expected to
continue to have an adverse effect on our business, operations and
financial results as well as the business and operations of our
customers and potential customers.
The COVID-19 pandemic has significantly disrupted business
operations for us and our customers as well as suppliers, and other
parties with whom we do business. Such disruptions may continue for
an indefinite period of time. We have adopted several measures in
response to the COVID-19 pandemic and continue to monitor regional
developments to inform our operational decisions. Our offices have
been open on a voluntary basis in accordance with guidance provided
by government agencies, although currently the majority of our
employees are still working remotely. While we continue to hold
virtual events, we have also resumed in-person marketing events. We
continue to monitor regional developments relating to the COVID-19
pandemic to inform operational decisions, but these efforts may not
be successful and may require additional costs. The uncertain
duration of these measures have had and may continue to have
negative effects on our sales efforts and revenue growth rates. In
addition, our management team has, and will likely continue, to
spend time, attention and resources monitoring the COVID-19
pandemic and seeking to manage its effects on our business and
workforce.
The COVID-19 pandemic has had and we believe will continue to have
a negative impact on our sales activities including our ability to
attract, retain and sell additional products and features to our
customers and on our customers’ perception of the need for our
products. In response to the COVID-19 pandemic some existing and
potential customers, in particular customers in industries that
have been highly impacted by the pandemic, and geographies with
restrictions on business, have and we expect other customers may
reduce, suspend or delay technology spending, request to
renegotiate contracts to obtain concessions such as extended
billing and payment terms, shorten the duration of contracts or
elect not to renew their subscriptions. If additional customers or
potential customers take similar actions, our operating results and
financial condition may be materially adversely impacted. Because
our platform is offered as a subscription-based service and we
generally recognize revenue from our customer contracts ratably
over the term of the contract, changes in our contracting activity
in the near term may not be fully reflected in our results of
operations and overall financial performance until future
periods.
The COVID-19 pandemic including its variants and measures taken to
control its spread may adversely affect other aspects of our
business as described in this “Risk Factors” section. As a result
of the scale of the pandemic and measures taken to control its
spread, our financial and operating results have been adversely
affected and may differ materially from our historical results, and
such adverse results may continue or worsen.
Further, even though some governments have begun to relax COVID-19
related restrictions, any recovery from the COVID-19 pandemic and
related economic impact may be slowed or reversed by a variety of
factors, such as, the spread of new variants of the
COVID-19 virus. Even after the COVID-19 pandemic has subsided, we
may continue to experience adverse impacts to our business as a
result of its global economic impact. Further, many of the factors
discussed in this “Risk Factors” section are, and we anticipate
will continue to be further, heightened or exacerbated by the
impact of the COVID-19 pandemic.
Because we recognize revenue from subscriptions for our platform
over the term of the subscription, downturns or upturns in new
business may not be immediately reflected in our operating
results.
We generally recognize revenue from customers ratably over the
terms of their agreements, which are typically one year in length
but may be up to three years or longer in length. As a result, most
of the revenue we report in each quarter is the result of
subscription agreements entered into during previous quarters.
Consequently, a decline in new or renewed subscriptions in any one
quarter may not be reflected in our revenue results for that
quarter. Any such decline, however, will negatively affect our
revenue in future quarters. Accordingly, the effect of significant
downturns in sales and market acceptance of our products or a
decline in our retention rate, including as a result of the ongoing
COVID-19 pandemic, may not be fully apparent or reflected in our
results of operations until future periods. Our subscription model
also makes it difficult for us to rapidly increase our revenue
through additional sales in any period, as revenue from new
customers must be recognized over the applicable subscription
term.
Our business has evolved, which makes it difficult to predict our
future operating results.
As a result of changes to our platform and our sales model, our
ability to forecast our future operating results is limited and
subject to a number of uncertainties, including our ability to plan
for and model our future growth. The dynamic nature of our business
and our industry may make it difficult to evaluate our current
business and future prospects, and as a result our historical
performance should not be considered indicative of our future
performance. We have encountered and will encounter risks and
uncertainties frequently experienced by growing companies in
rapidly changing industries, such as the risks and uncertainties
described herein. In addition, the duration and extent of the
impact of the COVID-19 pandemic on our business and industry are
uncertain and introduce additional uncertainty to our forecasts of
future operating results. If our assumptions regarding these risks
and uncertainties are incorrect or change due to changes in our
industry, or if we do not address these risks successfully, our
operating and financial results could differ materially from our
expectations and our business could suffer.
We have experienced significant changes to our organization and
structure and may not be able to effectively manage those
changes.
Our headcount and operations have grown substantially in recent
years. We increased the number of our full-time employees from over
450 as of January 31, 2016 to over 1,400 as of January 31,
2022 and have hired several members of our senior management team
in recent years. We may reduce our headcount in the near term as we
adjust our strategies to reflect the recent changes in our
business. In addition, we have experienced significant leadership
changes in recent quarters. In March 2022, our Chief Executive
Officer, Howard Lerman, and our Chief Financial Officer, Steven
Cakebread resigned, and our Chairman, Michael Walrath, and our
Chief Accounting Officer, Darryl Bond, succeeded them as Chief
Executive Officer and Chief Financial Officer, respectively.
Additionally, in June 2022, our President and Chief Revenue
Officer, David Rudnitsky, resigned, and the Company commenced a
search for a permanent replacement.
While we believe these will be of long term value to our
stockholders, the resulting changes and related disruption has and
will continue to have near-term effects on our business, growth and
profitability.
We believe that our corporate culture has been a critical component
of our success. We have invested substantial time and resources in
building our team and nurturing our culture. As we change our
business, we may find it difficult to maintain our corporate
culture. Any failure to manage organizational changes in a manner
that preserves the key aspects of our culture could hurt our chance
for future success, including our ability to recruit and retain
personnel and effectively focus on and pursue our corporate
objectives. Furthermore, as a result of the COVID-19 pandemic, our
corporate culture may be difficult to maintain as the majority of
our employees are working remotely.
In addition, we will need to continue to improve our information
technology infrastructure and our operational, financial and
management systems and procedures. We have implemented many of
these systems and procedures only recently, and they may not work
as we expect or at all. If we continue to grow, additional
headcount and capital investments will increase our costs, which
will make it more difficult for us to address any future revenue
shortfalls by reducing expenses in the short term. However, to the
extent we cannot scale our information technology infrastructure,
we will continue to rely on manual processes that are costly,
inefficient and subject to error.
Finally, our organizational structure has become more complex. We
have added personnel and may need to continue to scale and adapt
our operational, financial and management controls, as well as our
reporting systems and procedures. Changes to our systems and
infrastructure may require us to commit additional financial,
operational and management resources before our revenue increases
and without any assurances that our revenue will increase. If we
fail to successfully manage our growth, we likely will be unable to
successfully execute our business strategy, which could have a
negative impact on our business, operating results and financial
condition.
Failure to adequately manage our sales force will impede our
growth.
Our revenue growth is substantially reliant on our sales force.
Much of our sales process is relationship-driven, which requires a
significant sales force. We have historically had difficulty
recruiting and retaining a sufficient number of sales personnel,
and this
difficulty has heightened during the COVID-19 pandemic. If we are
unable to adequately expand and scale our sales force, we will not
be able to reach our market potential and execute our business
plan. In addition, we may change the size of our sales force to
reflect strategic realignment in how we go to market, which may
result in a net decrease in sales personnel in the near term before
growing headcount again.
Identifying and recruiting qualified sales personnel and training
them on our products requires significant time, expense and
attention. Our financial results will suffer if our efforts to
expand, scale and train our sales force do not generate a
corresponding increase in revenue. We have hired a significant
number of sales personnel in recent years. If new sales personnel
are unable to achieve desired productivity levels in a reasonable
period of time, including as a result of the COVID-19 pandemic or
if we are unable to retain and develop talented sales personnel, we
may not be able to realize the expected benefits of this investment
or increase our revenue.
We have expanded and intend to continue to expand our international
operations, which exposes us to significant risks.
In 2014, we opened our first office outside the United States, and
we intend to continue to expand our operations abroad. Our
international expansion has created and will create significant
challenges for our management, administrative, operational and
financial infrastructure. Operating in international markets
requires significant resources and management attention and will
subject us to regulatory, economic and political risks in addition
to those we already face in the United States. Because of our
limited experience with international operations and developing and
managing sales in international markets, our international
expansion efforts may not be successful.
Some of the specific risks we will face in conducting business
internationally that could adversely affect our business
include:
•the
difficulty of recruiting and managing international operations and
the increased operations, travel, infrastructure and legal
compliance costs associated with numerous international
locations;
•our
ability to effectively price our multi-tiered subscriptions in
competitive international markets;
•our
ability to identify and manage sales partners;
•new
and different sources of competition in each country or
region;
•potentially
greater difficulty collecting accounts receivable and longer
payment cycles;
•the
need to adapt and localize our products for specific countries,
including differences in the location attributes and formats used
in each country and differences in languages, for example in the
case of our search product, which relies on natural language
processing;
•the
need to develop integrations with new third-party applications used
by international customers;
•the
need to offer customer support in various languages;
•difficulties
in understanding and complying with local laws, regulations and
customs in foreign jurisdictions;
•compliance
with U.S. laws and regulations for foreign operations, including,
without limitation, the Foreign Corrupt Practices Act, or FCPA, the
U.K. Bribery Act, import and export control laws, tariffs, trade
barriers, economic sanctions and other regulatory or contractual
limitations on our ability to sell in certain foreign markets, and
the risks and costs of non-compliance;
•compliance
with international laws and regulations, including without
limitation, those governing privacy, data security and data
transfer, such as the General Data Protection Regulation, or GDPR,
which may impair our ability to grow our business or offer our
service in some locations, may subject us to liability for
non-compliance or may require us to change our business
practices;
•expanded
demands on, and distraction of, senior management;
•difficulties
with differing technical and environmental standards, data privacy
and telecommunications regulations and certification requirements
outside the United States;
•varying
levels of internet technology adoption and
infrastructure;
•tariffs
and other non-tariff barriers, such as quotas and local content
rules;
•more
limited protection for intellectual property rights in some
countries;
•adverse
tax consequences;
•fluctuations
in currency exchange rates, which could increase the price of our
products outside of the United States, increase the expenses of our
international operations, or have a negative impact on our revenue
and expose us to foreign currency exchange rate risk;
•currency
control regulations, which might restrict or prohibit our
conversion of other currencies into U.S. dollars;
•restrictions
on the transfer of funds;
•deterioration
of political relations between the United States and other
countries;
•natural
disasters, pandemics including the ongoing COVID-19 pandemic, acts
of terrorism and other events beyond our control; and
•political
or social unrest or economic instability in a specific country or
region in which we operate, which could have an adverse impact on
our operations in that location.
In particular, in February 2022, Russia launched a large-scale
military attack on Ukraine. The invasion significantly amplified
already existing geopolitical tensions among Russia, Ukraine,
Europe, NATO and the West, including the United States. It is not
possible to predict the full extent of the broader consequences of
Russia’s invasion of Ukraine, which could include sanctions,
embargoes, regional instability, geopolitical shifts and adverse
effects on macroeconomic conditions, currency exchange rates and
financial markets. Our business, financial condition and results of
operations may be materially adversely affected by any negative
impact on the global economy and capital markets resulting from
such conflict.
Also, our network service provider fees outside of the United
States are generally higher than domestic rates, and our gross
margin may be affected and may fluctuate as we expand our
operations and customer base worldwide.
Our failure to manage any of these risks successfully could harm
our international operations, and adversely affect our overall
business, operating results and financial condition.
Some of our customers and Knowledge Network application providers
also have international operations and are subject to the risks
described above. Even if we are able to successfully manage the
risks of international operations, our business may be adversely
affected if these customers and application providers are not able
to successfully manage these risks.
Our growth depends in part on the success of our strategic
relationships with existing and prospective Knowledge Network
application providers.
We have established strategic relationships with approximately 200
third-party service and application providers that comprise our
Knowledge Network, including Amazon Alexa, Apple Maps, Bing,
Cortana, Facebook, Google, Google Assistant, Google Maps, Siri,
Yelp and many others. These application providers provide us with
direct access to update content on their websites and applications.
This direct access enables our customers to control their business
listings on the Knowledge Network application providers' websites
and applications and to push real-time or nearly real-time updates
to those business listings. In order to maintain relationships with
application providers, we may need to modify our products or
strategies in a way that may be adverse to our business and
financial results. Furthermore, if we were to lose access to these
applications, either in whole or in part, our Knowledge Network
would not be as efficient, accurate or competitive. Our customers
may also place a significant value on particular application
providers such as Google such that the termination or impairment of
our relationship with one or a limited number of application
providers could lead to a loss of a significant number of
customers.
In order to grow our business, we anticipate that we will need to
continue to maintain and potentially expand these relationships. We
may be unsuccessful in renegotiating our agreements with these
third-party application providers or third-party application
providers may insist on fees to access their applications.
Additionally, our contracts with these third-party application
providers may be canceled after a notice period or may not be
renewed, and we could lose access to these resources without having
sufficient time to replace them. We believe we will also need to
establish new relationships with third-party application providers,
including third-party application providers in new geographic
markets that we enter, and third-party application providers that
may emerge in the future as leading sources of information about
businesses for end consumers. Identifying potential third-party
application providers, and negotiating and documenting
relationships with them, requires significant time and resources.
Our competitors may be more effective than we are in providing
incentives to application providers to favor their products or
services or to prevent or reduce subscriptions to our products. In
addition, the acquisition of a competitor by one of our third-party
application providers could result in the termination of our
relationship with that third-party application provider, which, in
turn, could lead to decreased customer subscriptions. If we are
unsuccessful in establishing or maintaining our relationships with
third-party application providers, our ability to compete in the
marketplace or to grow our revenue could be impaired and our
operating results could suffer.
Changes to our pricing models could adversely affect our operating
results.
Any changes we make to our pricing models could adversely affect
our operating results. For example, we recently began offering
capacity-based pricing for our Pages and Answers products. There is
no assurance that this new pricing and distribution model will be
successful thus adversely affecting our financial results.
Furthermore, as the markets for our features grow, as new
competitors introduce new products or services that compete with
ours or reduce their prices, or as we enter into new international
markets, we may be unable to attract new customers or retain
existing customers at the same price. Moreover, large customers,
which have historically been the focus of our sales efforts, may
demand greater price discounts.
As we expand internationally, we also must determine the
appropriate price to enable us to compete effectively
internationally. In addition, if the mix of features we sell
changes, then we may need to, or choose to, revise our pricing. As
a result, in the future we may be required to reduce our prices or
offer shorter contract durations, which could adversely affect our
revenue, gross margin, profitability, financial condition and cash
flow.
Our success depends on a fragmented internet environment for
finding information, particularly information about
businesses.
We believe that our platform offers value to our customers in part
because of the difficulty for a customer to update information
about their business across many websites and apps, many of which
are owned or controlled by different entities and receive
information from a variety of sources. Industry consolidation or
technological advancements could result in a small number of
websites or applications emerging as the predominant sources of
information about businesses, thereby creating a less fragmented
internet environment for purposes of end consumer searches about
businesses. Additionally, we may enter new geographies with less
fragmented internet environments. If most end consumers relied on a
few websites or applications for this information, or if reliably
accurate information across the most used websites and applications
were generated from a single source, the need to synchronize
information about a business and for our platform could decline
significantly. In particular, if larger providers of internet
services were able to consolidate or control key websites and apps
from which end consumers seek information about businesses,
including regarding physical locations, other entities and
attributes, our platform may become less necessary or attractive to
our customers, and our revenue would suffer
accordingly.
Our platform faces competition in the marketplace. If we are unable
to compete effectively, our operating results could be adversely
affected.
The market for our features is competitive, rapidly evolving and
fragmented, and is subject to changing technology and shifting
customer needs. Many companies develop and market products and
services that compete to varying extents with our features, and we
expect competition in our market to intensify.
As we develop our platform, we will introduce products and features
that compete in new markets and as a result we will face new
competitors. For example, in October 2019 we launched Answers, our
search product, and as a result we face competition from
established companies in enterprise search. We believe that our
ability to compete depends upon many factors both within and beyond
our control, including product capabilities, such as speed, scale,
and relevance, with which to power search experiences; ease of
deployment and ease of use; adoption of our products by many types
of users such as developers, IT professionals, and organizational
leaders; and low total cost of ownership. Our competitors in
enterprise search may have greater experience in these areas as
well as greater name recognition, more established relationships
with current and potential customers and larger customer bases. As
a result, potential customers may be unwilling to use or switch to
our product.
We also face many other competitors with a variety of product
offerings. These companies have developed, or are developing,
products that currently, or in the future are likely to, compete
with some or all of our features. A number of potential new
competitors, such as application providers, that enter our markets
through acquisitions or otherwise, may decide to create or acquire
products that compete with our platform or we may develop products
that compete with their existing platforms. Moreover, industry
consolidation may increase competition. Some of these current and
potential competitors may have longer operating histories, greater
name recognition, more established relationships with current and
potential customers, larger customer bases or significantly greater
financial, technical, marketing and other resources than we do. As
a result, our competitors may be able to respond more quickly and
effectively than we can to new or changing opportunities,
technologies, standards or customer requirements. We could lose
customers if our competitors introduce new competitive products,
add new features to existing competitive products, acquire
competitive products, reduce prices, form strategic alliances with
other companies or are acquired by third parties with greater
available resources. If our competitors' products, services or
technologies become more accepted than our features, if they are
successful in bringing their products or services to market earlier
than we bring our features to market, or if their products or
services are more technologically capable than our features, then
our revenue growth could be adversely affected. Certain of our
existing and new competitors have or may develop technologies and
services that compete with specific products or features in our
platform seeking to be best-in-class. To the extent our customers
or potential customers choose to work with several of these vendors
rather than implement our platform, our revenue growth could be
adversely affected. In addition, some of our competitors offer
their products and services at a lower price. If we are unable to
achieve our target pricing levels, our margins and operating
results could be negatively affected.
Business and professional service providers may not widely adopt
our platform to manage their information or as an important part of
their marketing strategy, which would limit our ability to grow our
business.
Our ability to grow our business and increase revenue depends on
our success in educating businesses and professional service
providers about the potential benefits of our cloud-based platform.
Cloud applications for organizing and managing information about a
business, particularly for their locations, entities and
attributes, have not previously been widely adopted. Concerns about
cost, security, reliability and other issues may cause businesses
and professional service providers not to adopt our platform.
Moreover, businesses and professional service providers who have
already invested substantial resources in other marketing
strategies and data management systems or methods may be reluctant
to adopt a new approach like ours to supplement or replace existing
systems or methods. If businesses and professional service
providers do not widely adopt software such as ours, our ability to
grow our business will be limited.
If customers do not renew their subscriptions for our platform or
if they reduce their subscriptions at the time of renewal, our
revenue will decline and our business will suffer.
Our customers have no obligation to renew their subscriptions for
our platform after the expiration of their subscription periods. In
the normal course of business, some customers have elected not to
renew their subscriptions with us. Our customers may seek to renew
their subscriptions for fewer features, at renegotiated rates, or
for shorter contract lengths, all of which could reduce the amount
of the subscription. Our renewal rates may decline or fluctuate as
a result of a number of factors, including limited customer
resources, changes in our pricing and subscription models, customer
satisfaction with our platform, the acquisition of our customers by
other companies and deteriorating general economic conditions. As a
result of the COVID-19 pandemic certain customers reduced their
subscriptions, elected not to renew their subscriptions, reduced
length of contracts, requested extended billing and payment terms
or sought more favorable rates, and certain of these trends
contributed to a general decline in our trailing twelve month
dollar-based net retention rate. If our customers do not renew
their subscriptions for our platform or decrease the amounts they
spend with us, our revenue will decline and our business will
suffer. If our renewal rates fall significantly below the
expectations of the public market, equity research analysts or
investors, the price of our common stock could also be
harmed.
If we are unable to attract new customers, our revenue growth could
be slower than we expect and our business may be
harmed.
To increase our revenue, we must add new customers. If competitors
introduce lower cost or differentiated products or services that
are perceived to compete with our features, our ability to sell our
features based on factors such as pricing, technology and
functionality could be impaired. As a result, we may be unable to
attract new customers at rates or on terms that would be favorable
or comparable to prior periods, which could negatively affect the
growth of our revenue. We have also allocated marketing resources
to virtual events, virtual lead generation, and tools to help our
sales personnel connect virtually with customers and potential
customers. These new marketing efforts may not be successful and
may not attract as many new customers as our historical customer
and industry events, which could harm our future revenue and
revenue growth.
If we fail to integrate our platform with a variety of third-party
technologies, our platform may become less marketable and less
competitive or obsolete and our operating results would be
harmed.
Our platform must integrate with a variety of third-party
technologies, and we need to continuously modify and enhance our
platform to adapt to changes in cloud-enabled hardware, software,
networking, mobile, browser and database technologies. Any failure
of our platform to operate effectively with future technologies
could reduce the demand for our platform, resulting in customer
dissatisfaction and harm to our business. If we are unable to
respond to these changes in a cost-effective and timely manner, our
platform may become less marketable and less competitive or
obsolete and our operating results may be negatively affected. In
addition, an increasing number of customers are utilizing mobile
devices to access the internet and conduct business. If we cannot
continue to effectively make our platform available on these mobile
devices and offer the information, services and functionality
required by enterprises that widely use mobile devices, we may
experience difficulty attracting and retaining customers, which
could negatively affect our revenue.
If we are unable to successfully develop and market new features,
make enhancements to our existing features, or expand our offerings
into new markets, our business, results of operations and
competitive position may suffer.
The software industry is subject to rapid technological change and
evolving standards and practices, as well as changing customer
needs, requirements and preferences. Our ability to attract new
customers and increase revenue from existing customers depends, in
part, on our ability to enhance and improve our existing features,
increase adoption and usage of our platform and introduce new
products and features, including Yext Answers. We expend
significant resources on research and development to enhance our
platform and to incorporate additional features, improve
functionality or add other enhancements in order to meet our
customers' rapidly evolving demands. The success of any
enhancements or new features depends on several factors, including
timely completion, adequate quality testing, actual performance
quality, market-accepted pricing levels and overall market
acceptance. We may not be successful in these efforts, which could
result in significant expenditures that could impact our revenue or
distract management's attention from current
offerings.
Increased emphasis on the sale and development of new features
could distract us from other parts of the business and the
development and sale of our core platform, negatively affecting our
overall sales. We have invested and expect to continue to invest in
new businesses, products, features, services, and technologies.
Such endeavors may involve significant risks and uncertainties,
including insufficient revenue from such investments to offset any
new liabilities assumed and expenses associated with these new
investments, inadequate return of capital on our investments,
distraction of management from current operations, failure to
adequately develop and enhance existing products and unidentified
issues not discovered in our due diligence of such strategies and
offerings that could cause us to fail to realize the anticipated
benefits of such investments and incur unanticipated liabilities.
Because these new strategies and offerings are inherently risky, no
assurance can be given that they will be successful.
As we enhance our platform and develop new features, our platform
has also become increasingly sophisticated requiring additional
technology, sales, customer support and professional services
resources. In order for our customers to understand and derive
value from these new products and features, we will need to devote
additional resources to train our sales personnel and
provide
higher-quality customer support and professional services. In
addition, as our software becomes more complex, we may fail to
detect errors, bugs or vulnerabilities.
Even if we are successful in these endeavors, diversifying our
platform offerings will bring us more directly into competition
with other providers that may be better established or have greater
resources than we have. Our new features or enhancements could fail
to attain sufficient market acceptance for many reasons,
including:
•delays
in introducing new, enhanced or modified features;
•failure
to accurately predict market demand or end consumer
preferences;
•defects,
errors or failures in any of our features or our
platform;
•introduction
of competing products;
•poor
business conditions for our customers or poor general macroeconomic
conditions;
•changes
in legal or regulatory requirements, or increased legal or
regulatory scrutiny, adversely affecting our platform;
•failure
of our brand promotion activities or negative publicity about the
performance or effectiveness of our existing features;
and
•disruptions
or delays in the availability and delivery of our
platform.
There is no assurance that we will successfully identify new
opportunities or develop and bring new features to market on a
timely basis, or that products and technologies developed by others
will not render our platform obsolete or noncompetitive, any of
which could materially and adversely affect our business and
operating results and compromise our ability to generate revenue.
If our new features or enhancements do not achieve adequate
acceptance in the market, or if our new features do not result in
increased sales or subscriptions, our brand and competitive
position will be impaired, our anticipated revenue growth may not
be achieved and the negative impact on our operating results may be
particularly acute because of the upfront technology and
development, marketing, advertising and other expenses we may incur
in connection with the new feature or enhancement.
If we fail to adapt and respond effectively to rapidly changing
technology, evolving industry standards and changing customer needs
or requirements, our platform may become less
competitive.
Our future success depends on our ability to adapt and be
innovative. To attract new customers and increase revenue from
existing customers, we need to continue to enhance and improve our
offerings to meet customer needs at prices that our customers are
willing to pay. Such efforts will require adding new functionality
and responding to technological advancements, which will increase
our research and development costs. If we are unable to develop new
features that address our customers' needs, or to enhance and
improve our platform in a timely manner, we may not be able to
maintain or increase market acceptance of our platform. Our ability
to grow is also subject to the risk of future disruptive
technologies. Access and use of our platform is provided via the
cloud, which, itself, was disruptive to the previous enterprise
software model. If new technologies emerge that are able to deliver
software and related applications at lower prices, more
efficiently, more conveniently or more securely, such technologies
could adversely affect our ability to compete.
If customers do not expand their use of our platform beyond their
current subscriptions and licenses, our ability to grow our
business and operating results may be adversely
affected.
Our ability to grow our business depends in part on our ability to
encourage current and future customers to subscribe to our higher
priced packages with more extensive features or to purchase greater
capacity. If we fail to achieve market acceptance of new features,
or if a competitor establishes a more widely adopted platform, our
revenue and operating results will be harmed. In addition,
customers may initially purchase licenses for only a portion of the
locations or entities that comprise their business or a limited
amount of capacity. If these customers do not expand the number of
licenses managed with our platform or purchase additional capacity,
our revenue and operating results will be harmed.
Because our platform is sold to enterprises that often have complex
operating environments, we may encounter long and unpredictable
sales cycles, which could adversely affect our operating results in
any given period.
Our ability to increase revenue and achieve profitability depends,
in large part, on widespread acceptance of our platform by
enterprises. As we target our sales efforts at these customers, we
face greater costs, longer sales cycles and less predictability in
completing some of our sales. As a result of the variability and
length of the sales cycle, we have only a limited ability to
forecast the timing of sales. A delay in or failure to complete
sales could harm our business and financial results, and could
cause our financial results to vary from period to period. Our
sales cycle varies widely, reflecting differences in potential
customers' decision-making processes, procurement requirements and
budget cycles, and is subject to significant risks over which we
have little or no control, including:
•customers'
budgetary constraints and priorities;
•the
timing of customers' budget cycles;
•the
need by some customers for lengthy evaluations prior to purchasing
products; and
•the
length and timing of customers' approval processes.
Our typical sales cycles for more substantial enterprise customers
can often be long, and we expect that this lengthy sales cycle may
continue or could even increase. In the large enterprise market,
the customer’s decision to use our platform may be an
enterprise-wide decision or may require the approval of senior
management, which may not only lengthen the sales cycle but also
reduce the likelihood of completing a sale. The COVID-19 pandemic
has disrupted the operations of our customers making sales cycles
more complex. Delayed and more complex sales cycles could cause our
operating results and financial condition to suffer in a given
period. If we cannot adequately expand and scale our sales force,
we will experience further delays in signing new customers, which
could slow our revenue growth.
A portion of our revenue is dependent on a few
customers.
For the fiscal years ended January 31, 2022, 2021 and 2020,
the aggregate of our top five customers accounted for approximately
8%, 9% and 11%, respectively, of our revenue. We anticipate that
sales of our platform to a relatively small number of customers
will continue to account for a significant portion of our revenue
in future periods. If we were to lose any of our significant
customers, our revenue could decline and our business and results
of operations could be materially and adversely affected. These
negative effects could be exacerbated by customer consolidation,
changes in technologies or solutions used by customers, changes in
demand for our features, selection of suppliers other than us,
customer bankruptcies or customer departures from their respective
industries, pricing competition or deviation from marketing and
sales methods away from physical location retailing, any one of
which may result in even fewer customers accounting for a high
percentage of our revenue and reduced demand from any single
significant customer.
In addition, some of our customers have used, and may in the future
use, the size and relative importance of their purchases to our
business to require that we enter into agreements with more
favorable terms than we would otherwise agree to, to obtain price
concessions, or to otherwise restrict our business.
A significant portion of our revenue is dependent on third-party
reseller customers, the efforts of which we do not
control.
Third-party reseller customers comprise a significant portion of
our revenue. In transactions with third-party reseller customers,
we are only party to the transaction with the reseller and are not
a party to the reseller's transaction with its customer, and we do
not control the efforts of these resellers. Such resellers may
elect not to renew their subscriptions with us or may elect to
purchase significantly fewer licenses, which would materially
adversely affect our operating results and financial condition. In
addition, our third-party reseller customers, which often sell to
small and midsized organizations that can have liquidity and
expense limitations, are also susceptible to global economic
weakness and uncertainty, including as a result of the COVID-19
pandemic. See also "—If customers do not renew their subscriptions
for our platform or if they reduce their subscriptions at the time
of renewal, our revenue will decline and our business will suffer."
Lower demand from certain of our reseller customers has and may
continue to result in them not renewing their subscriptions with
us, purchasing fewer licenses, attempting to renegotiate contracts
to obtain concessions and requesting extended billing and payment
terms. Such an adverse effect on our financial condition and
operating results would not be fully reflected in our results of
operations until future periods. In addition, if third-party
reseller customers merge or consolidate with other businesses,
declare bankruptcy or depart from their respective industries, our
business could be harmed. For example, consolidation among our
third-party reseller customers may require us to renegotiate
agreements on less favorable terms, including longer payment
periods, or may lead to a termination of our agreements with these
resellers. We may expend significant resources managing these
relationships. Further, in some international markets, we grant
certain reseller customers the exclusive right to sell our
features. If those reseller customers to whom we have granted
exclusive rights elect not to renew their subscriptions or to
purchase significantly fewer licenses, then we may be unable to
adequately address sales opportunities in that territory. If we are
unable to maintain or replace our contractual relationships with
our existing reseller customers, efficiently manage our
relationships with them or establish new contractual relationships
with other third parties, we may fail to retain customers or
acquire potential new customers and may experience delays and
increased costs in adding or replacing customers that were lost,
any of which could materially adversely affect our business,
operating results and financial condition.
We previously identified material weaknesses in our internal
control over financial reporting. We may identify additional
material weaknesses in the future or otherwise fail to maintain an
effective system of internal control over financial reporting, and
as a result, investor confidence in us and the value of our common
stock could be materially and adversely affected.
As a public company, we are required to establish and maintain
internal control over financial reporting. Section 404 of the
Sarbanes-Oxley Act of 2002, or Section 404, requires that we
evaluate and determine the effectiveness of our internal control
over financial reporting and provide a management report on
internal control over financial reporting. Under standards
established by the United States Public Company Accounting
Oversight Board, a material weakness is a deficiency, or
combination of deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a
material misstatement of annual or interim financial statements
will not be prevented or detected and corrected on a timely
basis.
As of January 31, 2021, we had identified a material weakness in
our internal control over financial reporting associated with
processes to calculate, record and account for sales commissions.
In fiscal year 2022, we remediated the previously identified
deficiencies in internal control over financial reporting and
concluded that as of January 31, 2022 we had maintained effective
internal control over financial reporting.
If we are unable to maintain an effective system of internal
control over financial reporting, the reliability of our financial
reporting, investor confidence in us and the value of our common
stock could be materially and adversely affected. In addition, we
may discover other control deficiencies in the future, and we
cannot assure you that we will not have a material weakness in
future periods. Additionally, the process of designing,
implementing and maintaining internal control over financial
reporting required to comply with Section 404 is time consuming,
costly and complicated. Effective internal control over financial
reporting is necessary for us to provide reliable and timely
financial reports and, together with adequate disclosure controls
and procedures, are designed to reasonably detect and prevent
fraud. Any failure to implement required new or improved controls,
or difficulties encountered in their implementation and maintenance
could cause us to fail to meet our reporting obligations.
Undetected material weaknesses in our internal control over
financial reporting could lead to financial statement restatements
and require us to incur the expense of remediation. Deficiencies in
our internal control over financial reporting that are identified
in such assessments may be deemed to be material weaknesses or may
require prospective or retroactive changes to our financial
statements or identify other areas for further attention or
improvement.
We may acquire other companies 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.
We have in the past acquired and may in the future seek to acquire
or invest in businesses, features or technologies that we believe
could complement or expand our platform, enhance our technical
capabilities or otherwise offer growth opportunities. The pursuit
of potential acquisitions may divert the attention of management
and cause us to incur various expenses in identifying,
investigating and pursuing suitable acquisitions, whether or not
they are consummated.
Although we have previously acquired businesses, we have limited
acquisition experience. If we acquire additional businesses, we may
not be able to integrate the acquired personnel, operations and
technologies successfully or effectively manage the combined
business following the acquisition. We also may not achieve the
anticipated benefits from the acquired business due to a number of
factors, including:
•unanticipated
liabilities associated with the acquisition;
•difficulty
incorporating acquired technology and rights into our platform and
of maintaining quality and security standards consistent with our
brand;
•inability
to generate sufficient revenue to offset acquisition or investment
costs;
•incurrence
of acquisition-related costs;
•difficulties
and additional expenses associated with supporting legacy products
and hosting infrastructure of the acquired business;
•difficulty
converting the customers of the acquired business into our
customers;
•diversion
of our management's attention from other business
concerns;
•adverse
effects to our existing business relationships as a result of the
acquisition;
•potential
loss of key employees;
•use
of resources that are needed in other parts of our business;
and
•use
of substantial portions of our available cash to consummate the
acquisition.
In addition, a significant portion of the purchase price of
companies we acquire may be allocated to acquired goodwill and
intangible assets, which must be assessed for impairment at least
annually. In the future, if our acquisitions do not yield expected
returns, we may be required to take charges to our operating
results based on this impairment assessment process, which could
adversely affect our results of operations.
Acquisitions could also result in dilutive issuances of equity
securities or the incurrence of debt, which could adversely affect
our operating results. If an acquired business fails to meet our
expectations, our business, operating results and financial
condition may suffer.
Natural disasters and other events beyond our control could
adversely affect us.
Natural disasters or other catastrophic events may cause damage or
disruption to our operations and the global economy, and thus could
have a strong negative effect on us. Our business operations are
subject to interruption by natural disasters, fire, power
shortages, civil unrest, pandemics, acts of terrorism and other
events beyond our control. While we maintain crisis management
and
disaster response plans, natural disasters and other events could
also make it difficult or impossible for us to continue operations,
and could decrease demand for our platform. For example, as a
result of the COVID-19 pandemic the operation of our business has
been disrupted. Our offices have been open on a voluntary basis in
accordance with guidance provided by government agencies, although
currently the majority of our employees are still working remotely.
While we continue to hold virtual events, we have also resumed
in-person marketing events. The duration of the business disruption
and related financial impact cannot be reasonably estimated at this
time. However, a prolonged disruption to our operations may have a
material adverse effect on our business reducing operational
efficiency and increasing operational costs.
In addition, our data centers are located in New Jersey and Texas
and our cloud computing providers operate from facilities in
northern Virginia, Frankfurt, Germany and Tokyo, Japan, making our
business particularly susceptible to natural disasters and other
catastrophic events in those areas. Any natural disaster or other
event affecting our data centers could have an adverse effect on
our financial condition and operating results.
We depend on our senior management team and the loss of our chief
executive officer, president or one or more key employees could
adversely affect our business.
Our success depends largely upon the continued services of our key
executive officers. We also rely on our leadership team in the
areas of research and development, marketing, sales, services and
general and administrative functions. From time to time, there may
be changes in our executive management team resulting from the
hiring or departure of executives, which could disrupt our
business. For example in March 2022, we changed our Chief Executive
Officer, Chief Financial Officer and broader leadership team and
the change of key executives may disrupt strategic initiatives of
these functions for a period of time. We do not have employment
agreements with our executive officers or other key personnel that
require them to continue to work for us for any specified period
and, therefore, they could terminate their employment with us at
any time. The loss of one or more of our executive officers or key
employees could have a serious adverse effect on our
business.
The failure to attract and retain additional qualified personnel
could prevent us from executing our business strategy.
To execute our business strategy, we must attract and retain highly
qualified personnel. In particular, we compete with many other
companies for software developers with high levels of experience in
designing, developing and managing cloud-based software and search
software, as well as for skilled information technology, sales,
marketing, legal and accounting professionals, and we may not be
successful in attracting and retaining the professionals we need.
In the future, we may experience difficulty in hiring and retaining
highly skilled employees with appropriate qualifications. For
example, we have experienced such difficulty during the COVID-19
pandemic particularly with respect to our quota-carrying sales
representatives. In addition, recent decreases in our stock price
may also decrease retention. We face intense competition for
qualified individuals from numerous software and other technology
companies. For example, we may not be successful in attracting and
retaining software developers with search expertise, as our
competitors have greater experience and name recognition in this
area. Competition for qualified personnel is particularly intense
in metropolitan areas where we have offices including the New York
area. We may incur significant costs to attract and retain
qualified personnel, and we may lose new employees to our
competitors or other technology companies before we capitalize the
benefit of our investment in recruiting and training them. We also
employ a number of foreign nationals on work visas, primarily under
the H-1B visa. Current and future restrictions on the availability
of visas or delays in the issuance of visas could impair our
ability to employ skilled professionals. If we are unable to hire
and retain highly qualified personnel, our rate of growth and
business will be adversely affected.
In addition, in making employment decisions, particularly in the
software industry, job candidates often consider the value of the
stock options or other equity incentives they are to receive in
connection with their employment. If the price of our stock
declines, does not appreciate or experiences significant
volatility, our ability to attract or retain key employees will be
adversely affected. Also, as employee equity awards vest, we may
have difficulty retaining key employees or may be required to grant
larger equity awards from our equity plans, which would cause
dilution. If we fail to attract new personnel or fail to retain and
motivate our current personnel, our growth prospects could be
severely harmed.
If we fail to provide high-quality customer support and
professional services, our business and reputation may
suffer.
High-quality customer support and professional services are
important for the successful retention of existing customers.
Providing support and services, including education, training, data
cleansing and processing, ongoing support as well as custom
development services, requires that our personnel have specific
knowledge and expertise of our platform, making it more difficult
for us to hire qualified personnel and to scale up these
operations. The importance of high-quality customer support and
professional services and the difficulty of hiring qualified
personnel will increase as we expand our business and pursue new
customers and as our platform becomes more complex with the
development more features and capabilities. If we do not provide
effective and timely ongoing customer support and professional
services, our ability to sell additional features to, or to retain,
existing customers may suffer, and our reputation with existing or
potential customers may be harmed.
In addition, certain aspects of our customer support, for example
data cleansing, are conducted manually and are subject to error.
While there are processes designed to verify the accuracy of data,
if information is not updated or matched correctly, our reputation
may be harmed and we may be subject to liability.
If we fail to continue to develop our brand, our business may
suffer.
We believe that continuing to develop and maintain awareness of our
brand is critical to achieving widespread acceptance of our
platform and is an important element in attracting and retaining
customers. Efforts to build our brand may involve significant
expense and may not generate customer awareness or increase revenue
at all, or in an amount sufficient to offset expenses we incur in
building our brand. In addition, we sell our features to companies
in a number of industries, including healthcare, retail and
financial services. If we are not successful in building our brand,
we may become identified with a single industry, which could make
it more difficult for us to penetrate other
industries.
Promotion and enhancement of our brand will depend largely on our
success in being able to provide high quality, reliable and
cost-effective features. If customers do not perceive our platform
as meeting their needs, or if we fail to market our platform
effectively, we will likely be unsuccessful in creating the brand
awareness that is critical for broad customer adoption of our
platform.
Our reported financial results may be adversely affected by changes
in accounting principles generally accepted in the United
States.
Generally accepted accounting principles in the United States, or
U.S. GAAP, are subject to interpretation by the Financial
Accounting Standards Board, or FASB, the SEC, and various bodies
formed to promulgate and interpret appropriate accounting
principles. A change in these principles or interpretations could
have a significant effect on our reported financial results and
could affect the reporting of transactions completed before the
announcement of a change.
Our estimates of market opportunity, market size and forecasts of
market growth may prove to be inaccurate, and even if the market in
which we compete achieves our forecasted growth, our business could
fail to grow at similar rates, if at all.
Market opportunity and size estimates and growth forecasts are
subject to significant uncertainty and are based on assumptions and
estimates that may not prove to be accurate. We had historically
analyzed the size of our estimated total addressable market, solely
with respect to locations, using data published by third parties as
well as internally generated data and assumptions regarding our
ability to generate revenue from those locations. We have not
independently verified the estimate of locations published by third
parties and cannot assure you of its accuracy or completeness. In
addition, our estimated market size for location-related data was
based on an assumed annual revenue per location.
As we continue to develop new features, the methodology and
assumptions used to estimate new market opportunities may differ
materially from methodologies and assumptions previously used to
estimate total addressable market with respect to locations. With
the addition of new products and features including our search
product, we are targeting and positioning our platform towards new
markets. To estimate the size of these new markets and their growth
rates, we have relied on historical estimates and forecasts
provided by industry publications and other third-party sources,
including Gartner. We have not independently verified these
estimates published by third parties and cannot assure you of their
accuracy or completeness. The target markets in which we operate
are also subject to a high degree of uncertainty and risk. Our
customers as well as analysts, market participants, and others may
disagree with our assessment of our target markets and we may never
successfully compete in these markets. In addition, third parties
may have different assessments of the size of the markets in which
in our products compete.
These estimates of total addressable market and growth forecasts
are subject to significant uncertainty, are based on assumptions
and estimates that may not prove to be accurate. In addition, as a
result of the COVID-19 pandemic, our total addressable market may
be more difficult to estimate and subject to greater uncertainty as
the assumptions and forecasts on which we and third-parties have
based estimates may not reflect future trends. Even if the market
in which we compete meets the size estimates and growth we
forecast, our business could fail to grow at similar rates, if at
all.
Our management team has limited experience managing a public
company.
Our chief executive officer and chief financial officer have
limited experience managing a public company, interacting with
public company investors and complying with the increasingly
complex laws pertaining to public companies. While certain other
executives have such experience, our management team, as a whole,
may not successfully or efficiently manage the ongoing transition
to being a public company subject to significant regulatory
oversight and reporting obligations under the federal securities
laws and the continuous scrutiny of securities analysts and
investors. These new obligations and constituents will require
significant attention from our senior management, particularly from
our chief executive officer and chief financial officer, and could
divert their attention away from the day-to-day management of our
business, which could adversely affect our business, operating
results and financial condition.
We are exposed to fluctuations in currency exchange
rates.
We face exposure to movements in currency exchange rates, which may
cause our revenue and operating results to differ materially from
expectations. Our operating results could be negatively affected
depending on the amount of expense and intercompany transactions
including loans denominated in foreign currencies. As exchange
rates vary, revenue, cost of revenue, operating expenses and other
operating results, when re-measured, may differ materially from
expectations. For example, a significant portion of our
international revenue is derived from Europe including the United
Kingdom. Our revenues and cash flows from these regions may be
adversely affected as a result of weakness in the Euro or British
Pound. In addition, our operating results are subject
to
fluctuation if our mix of U.S. and foreign currency denominated
transactions and expenses changes in the future. Although in the
future we may apply certain strategies to mitigate foreign currency
risk, these strategies might not eliminate our exposure to foreign
exchange rate fluctuations and would involve costs and risks of
their own, such as ongoing management time and expertise, external
costs to implement the strategies and potential accounting
implications. Additionally, as we anticipate growing our business
further outside of the United States, the effects of movements in
currency exchange rates will increase as our transaction volume
outside of the United States increases.
Our credit facility contains restrictive covenants that may limit
our operating flexibility.
Our credit facility contains restrictive covenants that limit our
ability to transfer or dispose of assets, merge with other
companies or consummate certain changes of control, acquire other
companies, pay dividends or repurchase Yext stock, incur additional
indebtedness and liens and enter into new businesses. We therefore
may not be able to engage in any of the foregoing transactions
unless we obtain the consent of the lender or terminate the credit
facility, which may limit our operating flexibility. In addition,
our credit facility is secured by all of our assets and requires us
to satisfy certain financial covenants. There is no guarantee that
we will be able to generate sufficient cash flow or sales to meet
these financial covenants or pay the principal and interest on any
such debt. Furthermore, there is no guarantee that future working
capital, borrowings or equity financing will be available to repay
or refinance any such debt. In addition, if we do not comply with
certain covenants, then other covenants may become applicable that
we may not meet. Any inability to make scheduled payments or meet
the financial covenants on our credit facility would adversely
affect our business.
Loans under our credit facility bear interest, at our option, at an
annual rate based on LIBOR (or a successor benchmark rate) or a
base rate. LIBOR is expected to be replaced as an index rate in
financial transactions by an alternative benchmark rate in the near
future. While our credit agreement provides for a methodology to
effect a transition from LIBOR to a new benchmark rate, it is not
possible to predict the effect or timing of any establishment of a
successor benchmark rate or its effect on our credit facility or
our business generally. The transition from LIBOR could result in
our interest costs increasing and our access to capital could
change, which could adversely affect our results of operations and
cash flows.
We may require additional capital to support our business, and this
capital might not be available on acceptable terms, if at
all.
We intend to continue to make investments to support our business
and may require additional funds. In particular, we may seek
additional funds to develop new features and enhance our existing
features, expand our operations, including our sales and marketing
organizations and our presence outside of the United States, expand
office space including into new facilities, improve our
infrastructure or acquire complementary businesses, technologies,
services, features and other assets. Accordingly, we may need to
engage in equity or debt financings to secure additional funds. If
we raise additional funds through future issuances of equity or
convertible debt securities, our stockholders could suffer
significant dilution, and any new equity securities we issue could
have rights, preferences and privileges superior to those of
holders of our common stock. Any debt financing that we may secure
in the future could involve restrictive covenants relating to our
capital raising activities and other financial and operational
matters, which may make it more difficult for us to obtain
additional capital and to pursue business opportunities. We may not
be able to obtain additional financing on terms favorable to us, if
at all. If we are unable to obtain adequate financing or financing
on terms satisfactory to us when we require it, our ability to
continue to support our business growth, scale our infrastructure,
develop feature enhancements and respond to business challenges
could be significantly impaired, and our business, operating
results and financial condition may be adversely
affected.
Risks Related to Information Technology, Intellectual Property, and
Data Security
A security breach, network attack or information security incident
could delay or interrupt service to our customers, result in the
unauthorized access to, or use, modification or publishing of
customer content or other information, harm our reputation or
subject us to significant liability.
We are vulnerable to computer viruses, break-ins, phishing attacks,
ransomware, supply chain attacks, attempts to overload our servers
with denial-of-service or other attacks and similar disruptions
from unauthorized use of our computer systems. Any such attack, or
any information security incident from any other source affecting
us or our services providers, including through employee error or
misconduct or additional vulnerabilities introduced by remote work
arrangements, could lead to interruptions, delays, website or
application shutdowns, loss of data or unauthorized access to, or
use or acquisition of, personal information, confidential
information or other data that we or our services providers process
or maintain.
For example, in December 2015, we suffered a denial-of-service
attack, which resulted in the inability for some of our customers
to access our platform for several hours. If we experience
additional compromises to our security that result in performance
or availability problems, the complete shutdown of our platform or
the actual or perceived loss of, or unauthorized access to,
unavailability of, or unauthorized use, disclosure, destruction, or
other unauthorized processing of, personal information or other
types of confidential information, our customers or application
providers may assert claims against us for credits, refunds or
other damages, and may lose trust and confidence in our platform.
Additionally, security breaches and incidents or other unauthorized
access to, unavailability of, or unauthorized use, disclosure,
destruction, acquisition, or other processing of, personal
information or other types of confidential information that we or
our services providers maintain, or the perception that any of
these have occurred, could result in claims against us for identity
theft or other similar fraud claims, breach of contract or
indemnity, governmental enforcement actions, litigation, fines and
penalties or adverse publicity, or other claims and litigation, and
could cause our customers and partners to lose trust in us, any of
which could have an adverse effect on our business, reputation,
operating results and financial condition. Our existing insurance
coverage may not continue to be available on acceptable terms or
may not be available in sufficient amounts to cover one or more
large claims related to a security breach. An insurer may also deny
coverage as to a future claim. The successful assertion of one or
more large claims against us that exceed available insurance
coverage, or the occurrence of changes in our insurance policies
could have a material adverse effect on our business. We could also
be required to incur significant costs for remediation or expend
significant capital and other resources to address a security
breach. The techniques used to obtain unauthorized access, disable
or degrade service or sabotage systems change frequently, often are
not recognized until launched against a target and may originate
from less regulated countries, we may be unable to proactively
address these techniques or to implement adequate preventative
measures.
In addition, customers' and application providers' accounts and
listing pages hosted on our platform could be accessed by
unauthorized persons for the purpose of placing illegal, abusive or
otherwise unauthorized content on their respective websites and
applications. If an unauthorized person obtained access to a
customer's account or our platform, such person could update the
customer's business information with abusive content or create and
disseminate false responses to reviews. This type of unauthorized
activity could negatively affect our ability to attract new
customers and application providers, deter current customers and
application providers from using our platform, subject us to
third-party lawsuits, regulatory fines, indemnification requests or
additional liability under customer contracts, or other action or
liability, any of which could materially harm our business,
operating results and financial condition.
Assertions by third parties of infringement or other violations by
us of their intellectual property rights could result in
significant costs and harm our business and operating
results.
Patent and other intellectual property disputes are common in our
industry. Some companies, including some of our competitors, own
large numbers of patents, copyrights and trademarks, which they may
use to assert claims against us. In addition, because patent
applications can take years to issue and are often afforded
confidentiality for some period of time, there may currently be
pending applications, unknown to us, that later result in issued
patents that could cover one or more of our features.
Third parties may in the future assert claims of infringement,
misappropriation or other violations of intellectual property
rights against us. If asserted, we cannot assure you that an
infringement claim will be successfully defended. Certain third
parties have substantially greater resources than we have and may
be able to sustain the costs of intellectual property litigation
for longer periods of time than we can. A successful claim against
us could require that we pay substantial damages or ongoing royalty
payments, prevent us from offering our platform, or require that we
comply with other unfavorable terms. We may also be obligated to
indemnify our customers or business partners or pay substantial
settlement costs, including royalty payments, in connection with
any such claim or litigation and to obtain licenses, modify
applications or refund fees, which could be costly. Even if we were
to prevail in such a dispute, any litigation regarding our
intellectual property could be costly and time-consuming and divert
the attention of our management and key personnel from our business
operations.
We could incur substantial costs in protecting or defending our
intellectual property rights, and any failure to protect our
intellectual property could adversely affect our business, results
of operations and financial condition.
Our success depends, in part, on our ability to protect our
proprietary methods and technologies. There can be no assurance
that the particular forms of intellectual property protection that
we seek, including business decisions about when to file trademark
applications and patent applications, will be adequate to protect
our business. We intend to continue to file and prosecute patent
applications when appropriate to attempt to protect our rights in
our proprietary technologies. However, there can be no assurance
that our patent applications will be approved, that any patents
issued will adequately protect our intellectual property, that the
scope of the claims in our issued patents will be sufficient or
have the coverage originally sought, that our issued patents will
provide us with any competitive advantages, or that such patents
will not be challenged by third parties or found by a judicial
authority to be invalid or unenforceable.
We could be required to spend significant resources to monitor and
protect our intellectual property rights. Litigation may be
necessary in the future to enforce our intellectual property
rights, determine the validity and scope of our proprietary rights
or those of others, or defend against claims of infringement or
invalidity. Such litigation may fail, and even if successful, could
be costly, time-consuming and distracting to management and could
result in a diversion of significant resources. Our efforts to
enforce our intellectual property rights may be met with defenses,
counterclaims and countersuits attacking the validity and
enforceability of our intellectual property rights or alleging that
we infringe the counterclaimant's own intellectual property. An
adverse determination of any litigation or defense proceedings
could put our intellectual property at risk of being invalidated or
interpreted narrowly and could put our related pending patent
applications at risk of not being issued. Furthermore, because of
the substantial amount of discovery required in connection with
intellectual property litigation, there is a risk that some of our
confidential or sensitive information could be compromised by
disclosure in the event of litigation. During the course of
litigation there could be public announcements of the results of
hearings, motions or other interim proceedings or developments. If
securities analysts or investors perceive these results to be
negative, it could have a substantial adverse effect on the price
of our common stock.
Any of our patents, copyrights, trademarks or other intellectual
property rights could be challenged by others or invalidated
through administrative processes or litigation. Furthermore, there
can be no guarantee that others will not independently develop
similar products, duplicate any of our products or design around
our patents.
We also rely, in part, on confidentiality agreements with our
employees, consultants, advisors, customers and others in our
efforts to protect our proprietary technology, processes and
methods. These agreements may not effectively prevent disclosure of
our confidential information, and it may be possible for
unauthorized parties to copy our software or other proprietary
technology or information, or to develop similar software
independently without our having an adequate remedy for
unauthorized use or disclosure of our confidential information. In
addition, others may independently discover our trade secrets and
proprietary information, and in these cases, we would not be able
to assert any trade secret rights against those parties. Costly and
time-consuming litigation could be necessary to enforce and
determine the scope of our proprietary rights, and failure to
obtain or maintain trade secret protection could adversely affect
our competitive business position.
In addition, the laws of some countries do not protect intellectual
property and other proprietary rights to the same extent as the
laws of the United States. To the extent we expand our
international activities, our exposure to unauthorized copying,
transfer and use of our proprietary technology or information may
increase. For example, many foreign countries have compulsory
licensing laws under which a patent owner must grant licenses to
third parties. In addition, many countries limit the enforceability
of patents against third parties, including government agencies or
government contractors. In these countries, patents may provide
limited or no benefit. Proceedings to enforce our patent rights in
foreign jurisdictions could result in substantial costs and divert
our efforts and attention from other aspects of our business.
Accordingly, our efforts to protect our intellectual property
rights in such countries may be inadequate. In addition, changes in
the law and legal decisions by courts in the United States and
foreign countries may affect our ability to obtain adequate
protection for our technology and the enforcement of intellectual
property.
We cannot be certain that our means of protecting our intellectual
property and proprietary rights will be adequate or that our
competitors will not independently develop similar technology. If
we fail to meaningfully protect our intellectual property and
proprietary rights, our business, operating results and financial
condition could be adversely affected.
Our platform utilizes 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.
Our platform utilizes software governed by open source licenses.
The terms of various open source licenses have not been interpreted
by United States courts, and there is a risk that such licenses
could be construed in a manner that imposes unanticipated
conditions or restrictions on our ability to market our platform.
By the terms of certain open source licenses, we could be required
to release the source code of our proprietary software, and to make
our proprietary software available under open source licenses, if
we combine our proprietary software with open source software in a
specified manner. In the event that portions of our proprietary
software are determined to be subject to an open source license, we
could be required to publicly release the affected portions of our
source code, or to re-engineer all or a portion of software, each
of which could reduce or eliminate the value of our platform. In
addition to risks related to license requirements, usage of open
source software can lead to greater risks than use of third-party
commercial software, as open source licensors generally do not
provide warranties or controls on the origin of the software. Many
of the risks associated with usage of open source software cannot
be eliminated and could negatively affect our
business.
We employ third-party licensed software for use in or with our
platform, and the inability to maintain these licenses or errors in
the software we license could result in increased costs, or reduced
service levels, which could adversely affect our
business.
Our platform incorporates certain third-party software obtained
under licenses from other companies, including companies that sell
products that compete with our platform. We anticipate that we will
continue to rely on such third-party software and development tools
in the future. There is no assurance that we will be able to renew
licenses for third-party software that we use. Although we believe
that there are commercially reasonable alternatives to the
third-party software we currently license, this may not always be
the case, or the software we currently license may be difficult or
costly to replace. In addition, integration of the software used in
our platform with new third-party software may require significant
work and require substantial investment of our time and resources.
Also, to the extent that our platform depends upon the successful
operation of third-party software in conjunction with our software,
any undetected errors or defects in this third-party software could
prevent the deployment or impair the functionality of our platform,
delay new feature introductions, result in a failure of our
platform and injure our reputation. Our use of additional or
alternative third-party software would require us to enter into
license agreements with third parties.
The reliability of our network and support infrastructure will be
critical to our success. Sustained failures or outages could lead
to significant costs and service disruptions, which could
negatively affect our business, financial results and
reputation.
Our reputation and ability to attract, retain, and serve our
customers and application providers are dependent upon the reliable
performance of our platform and our underlying technical and
network infrastructure. Our customers access our platform through
our website and related technologies. We rely on internal systems
and third-party service providers, including data center, cloud
computing, bandwidth and telecommunications equipment providers, to
maintain the availability of our platform. If any service provider
fails to provide sufficient capacity to support our platform,
experiences service outages, reduces or suspends service due to a
natural disaster or pandemic such as the COVID-19 pandemic, or
otherwise ceases to do business, such failure could interrupt our
customers' access to our services. For example, we currently serve
our customers from third-party data center hosting facilities and
cloud computing providers located in the United States, Germany and
Japan. Our primary data center is in New Jersey, and our backup
data center is in Texas. If these data centers or cloud computing
services become unavailable to us without sufficient advance
notice, if we are unable to renew our agreements with these
providers or if a provider is acquired or ceases business, we would
likely experience delays in delivering our platform until we could
migrate to an alternate provider. Our disaster recovery program
contemplates transitioning our platform to our backup center in the
event of a catastrophe and our platform may be unavailable, in
whole or in part, during any transition procedure.
We have experienced, and will in the future experience,
interruptions, outages and other performance problems. Such
disruptions may be due to a variety of factors, including
infrastructure changes, human or software errors, capacity
constraints due to an overwhelming number of customers and partners
accessing our platform simultaneously and inadequate design. In
some instances, we may not be able to identify the cause or causes
of these performance problems within an acceptable period of
time.
If we do not accurately predict our infrastructure requirements,
our existing customers may experience performance degradation or
service outages, which may subject us to financial penalties,
financial liabilities and customer losses. For example, to support
the international growth of our business, we have expanded and may
need to continue to expand capacity outside the United States, but
we may not be able to address future capacity constraints, either
through existing or alternative providers, in a cost-effective and
timely manner, if at all. When we add capacity, we may move or
transfer our data and our customers’ data. Despite precautions
taken during this process, any unsuccessful data transfers may
impair the delivery of our services, which may damage our
business.
Real or perceived errors, failures or bugs in our software, or in
the software or systems of our third-party application providers
and partners, could materially and adversely affect our operating
results and growth prospects.
Our features are highly technical and complex. Our software has
previously contained, and may now or in the future contain,
undetected errors, bugs, or vulnerabilities. Some errors in our
software may only be discovered after the software has been
deployed. Any errors, bugs, or vulnerabilities discovered in our
software after it has been deployed could result in damage to our
reputation, loss of customers, partners or application providers,
loss of revenue or liability for damages.
In addition, the proper functioning of our platform is dependent on
the ability of our Knowledge Network application providers and
partners to maintain the availability and proper functioning of
their software integrations with our systems and also is dependent
on the ability of our third-party application providers to maintain
the availability and proper functioning of their websites and
applications on which business listing information is published for
customers. For example, a number of our Knowledge Network
application providers provide us with an Application Program
Interface, or API, on which our ability to interface with that
provider is based. Furthermore, in a rapidly changing business
environment, for example in connection with the COVID-19 pandemic,
our Knowledge Network application providers may experience
limitations and delays, which could limit the functionality of our
platform. If the functionality of the software, APIs or websites of
our third-party application providers is impaired, our customers
may attribute such limitations to us and our platform thus damaging
our reputation and customer relationships. If our Knowledge Network
application providers do not maintain the availability and proper
functioning of their software, APIs, websites and applications, our
business, operating results and financial condition could be
materially affected.
Risks Related to Laws, Regulation and Taxation
We are subject to general litigation that may materially adversely
affect us.
From time to time, we may be involved in disputes or regulatory
inquiries that arise in the ordinary course of business. We expect
that the number and significance of potential disputes may increase
as our business expands and our company grows larger. While our
agreements with customers limit our liability for damages arising
from our platform, we cannot assure you that these contractual
provisions will protect us from liability for damages in the event
we are sued or a dispute arises. Although we carry general
liability insurance coverage, our insurance may not cover all
potential claims to which we are exposed or may not be adequate to
indemnify us for all liability that may be imposed. Any claims
against us, whether meritorious or not, could be time-consuming,
result in costly litigation or dispute resolution, require
significant amounts of management time, and result in the diversion
of significant operational resources. Because litigation is
inherently unpredictable, we cannot assure you that the results of
any of these actions will not have a material adverse effect on our
business, operating results or financial condition.
We are subject to governmental regulation and other legal
obligations, including those related to privacy, data protection
and information security, and our actual or perceived failure to
comply with such obligations could harm our business. Compliance
with such laws could also impair our efforts to maintain and expand
our customer base, and thereby decrease our revenue.
We receive, store and process personal data and other data from and
about customers, including third-party reseller customers,
partners, end users of our services, and in limited cases, end
consumers in addition to our employees and services providers.
Also, in connection with future feature offerings, we may receive,
store and process additional types of data, including personal
data. Our handling of data is subject to a variety of laws and
regulations, including regulation by various government agencies,
such as the U.S. Federal Trade Commission, or FTC, and various
state, local and foreign agencies. Our data handling also is
subject to contractual obligations and industry
standards.
The U.S. federal and various state governments have adopted or
proposed limitations on the collection, distribution, use, storage
and security of data relating to individuals, including the use of
contact information and other data for marketing, advertising and
other communications with individuals and businesses. For example,
the California Consumer Privacy Act of 2018, or CCPA, became
effective January 1, 2020. The CCPA requires covered businesses to,
among other things, make new disclosures to consumers about their
data collection, use, and sharing practices, and allows consumers
to opt out of certain data sharing with third parties. The CCPA
also provides a new private cause of action for certain data
breaches. The California Privacy Rights Act, or CPRA, which will
become effective on January 1, 2023, will significantly modify the
CCPA, and also create a new state agency that will be vested with
authority to implement and enforce the CCPA and the CPRA. The
effects of the CCPA and the CPRA are potentially significant and
may require us to incur substantial costs and expenses in an effort
to comply and increase our potential exposure to regulatory
enforcement and/or litigation. States such as Virginia and Colorado
have enacted and we expect additional states may also enact
legislation similar to the CCPA and CRPA. Additionally, the FTC and
many state attorneys general are interpreting federal and state
consumer protection laws as imposing standards for the online
collection, use, dissemination and security of data.
Several foreign countries and governmental bodies, including the
European Union, Switzerland and the United Kingdom have laws and
regulations dealing with the handling and processing of personal
information obtained from their residents, which in certain cases
are more restrictive than those in the United States, and we expect
additional jurisdictions may enact similar regulations. Laws and
regulations in these jurisdictions apply broadly to the collection,
use, storage, disclosure and security of various types of data,
including data that identifies or may be used to identify an
individual, such as names, email addresses and in some
jurisdictions, Internet Protocol, or IP, addresses. Within the
European Union, legislators have adopted the General Data
Protection Regulation, or
GDPR, which became effective in May 2018. The GDPR includes more
stringent operational requirements for processors and controllers
of personal data than previous EU data protection laws and imposes
significant penalties for non-compliance. The United Kingdom has
implemented data protection laws that substantially implements the
GDPR and provide for similar penalties. However, the United
Kingdom’s decision to exit the European Union, known as Brexit, has
created uncertainty regarding the regulation of data protection in
the United Kingdom in the medium to long term, which may delay or
deter transactions with customers that transfer personal data to
and from the United Kingdom. We participate in and have certified
under the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield
frameworks with respect to our transfer of certain personal data
from the European Union and Switzerland to the United States. In
July 2020, the Court of Justice of the European Union invalidated
the EU-U.S. Privacy Shield framework, but concluded that the
Standard Contractual Clauses issued by the European Commission for
the transfer of personal data, or SCCs, are valid, subject to
companies being required to engage in additional measures when
relying on the SCCs. The Swiss-U.S. Privacy Shield subsequently was
invalidated in September 2020 by the Swiss Federal Data Protection
and Information Commissioner. On June 4, 2021, the European
Commission published new SCCs that are required to be implemented.
In addition, the United Kingdom Parliament approved new standard
contractual clauses to support personal data transfers out of the
United Kingdom, which became effective March 21, 2022. As a result
of the foregoing, we may, in addition to other impacts, experience
additional costs associated with increased compliance burdens and
be required to engage in new contract negotiations with third
parties that aid in processing personal data on our behalf or
localize certain personal data. The invalidation of the EU-U.S. and
Swiss-U.S. Privacy Shield frameworks and related developments and
uncertainty regarding other data transfer mechanisms could require
us to implement additional contractual and technical safeguards for
any personal data transferred out of the European Economic Area, or
EEA, Switzerland, and the United Kingdom, which may increase
compliance and related costs and risks, lead to increased
regulatory scrutiny or liability, necessitate additional
contractual negotiations, and adversely impact our business,
operating results and financial condition. Customers and potential
customers may hesitate or refuse to purchase and use our products
and services due to the potential risk posed by the Court of
Justice of the European Union ruling or may view alternative data
transfer mechanisms as being too costly, burdensome or uncertain.
Our ability to attract and retain customers may therefore be
impaired. In addition, other mechanisms that we use or may use in
the future in an effort to legitimize cross-border data transfers
may be challenged or invalidated or may evolve such that they do
not function as appropriate means for us to transfer certain
personal data from the European Union, Switzerland and the United
Kingdom to the United States.
These domestic and foreign laws and regulations relating to privacy
and data security are evolving, can be subject to significant
change and may result in ever-increasing regulatory and public
scrutiny and escalating levels of enforcement and sanctions.
Interpretation of certain requirements remains unclear and may
evolve, in particular for regulations that have recently been
enacted. Application of laws may be inconsistent or may conflict
among jurisdictions resulting in additional complexity and
increased legal risk. In addition, these regulations have increased
our compliance costs and may impair our ability to grow our
business or offer our service in some locations, may subject us to
liability for non-compliance, may require us to modify our data
processing and transferring practices and policies and may strain
our technical capabilities. In addition as we, our customers and
potential customers evaluate the impact of new regulations such as
GDPR and as additional requirements pursuant to such regulations
are adopted, sales cycles have lengthened and transaction costs
have increased as customers conduct additional diligence and
contractual obligations under the new regulations are
negotiated.
We also handle credit card and other personal data. Due to the
sensitive nature of such information, we have implemented policies
and procedures in an effort to preserve and protect our data and
our customers' data against loss, misuse, corruption,
misappropriation caused by systems failures, unauthorized access or
misuse. Notwithstanding these policies, we could be subject to
liability claims by individuals and customers whose data resides in
our databases for the misuse of that information, and we are
required to comply with applicable industry standards with respect
to our handling of this information. If we fail to meet appropriate
compliance levels, this could negatively impact our ability to
utilize credit cards as a method of payment, and/or collect and
store credit card information, which could disrupt our
business.
We may be subject to rules of the FTC, the Federal Communications
Commission, or FCC, and potentially other federal agencies, state
laws as well as international regulations related to commercial
electronic mail and other messages. Compliance with these
provisions may limit our ability to send certain types of messages.
If we were found to have violated such rules and regulations, we
may face enforcement actions by the FTC or FCC or face civil
penalties, either of which could adversely affect our
business.
As our products are applied to new uses and in new verticals, we
may become subject to additional regulations or legal risks. For
example, we have begun selling our platform to government entities.
Risks associated with sales to government entities include
adherence to complex procurement regulations and other
government-specific contractual requirements. We may be subject to
audits and investigations relating to our government contracts and
any violations could result in various civil and criminal penalties
and administrative sanctions, including termination of contracts,
payment of fines, and suspension or debarment from future
government business, as well as harm to our reputation and
financial results. Sales to government entities can be highly
competitive, expensive and time consuming, often requiring
significant upfront time and expense without any assurance that we
will successfully complete a sale. Our platform has been and
increasingly may be used to store confidential or sensitive
information, which exposes us to additional risks. For example, in
order to offer our products to certain customers in the health care
industry we have implemented certain security and privacy measures
and related procedures to comply with the Health Insurance
Portability and Accountability Act of 1996, or HIPAA, and the
Health Information Technology for Economic and Clinical Health Act,
or HITECH. This may require us
to execute HIPAA business associate agreements, or BAAs, with
certain customers that are “covered entities” under HIPAA, which
would subject us to additional liabilities, penalties and fines in
the event we fail to comply with the terms of such agreements. The
storage of such information may require us to modify and enhance
our platform at a significant cost.
Any failure or perceived failure by us to comply with laws,
regulations, policies, legal or contractual obligations, industry
standards, or regulatory guidance relating to privacy or data
security, may result in governmental investigations and enforcement
actions, litigation, fines and penalties or adverse publicity, and
could cause our customers and partners to lose trust in us, which
could have an adverse effect on our reputation and business. We
expect that there will continue to be new proposed laws,
regulations and industry standards relating to privacy, data
protection, marketing, consumer communications, information
security and local data residency in the United States, the
European Union and other jurisdictions, and we cannot determine the
impact such future laws, regulations and standards may have on our
business. Future laws, regulations, standards and other obligations
or any changed interpretation of existing laws or regulations could
impair our ability to develop and market new features and maintain
and grow our customer base and increase revenue. Future
restrictions on the collection, use, sharing or disclosure of data
or additional requirements placed upon us, our customers, partners
or end consumers in connection with the use and disclosure of such
information could require us to incur additional costs or modify
our platform or other aspects of our products and services,
possibly in a material manner, and could increase the complexity
and cost of developing and deploying new products or limit our
ability to develop new products and features altogether. If our
policies, procedures, or measures relating to privacy, data
protection, marketing, or customer communications fail or are
perceived to fail to comply with laws, regulations, policies, legal
obligations or industry standards, we may be subject to
governmental enforcement actions, litigation, regulatory
investigations, fines, penalties, consumer actions and negative
publicity and could cause our application providers, customers and
partners to lose trust in us, which could materially affect our
business, operating results and financial condition. Furthermore,
our third-party reseller customers, over which we have more limited
control, may not comply with the laws, regulations and policies
described above, which may damage our reputation or subject us to
costly legal or regulatory inquiries and liability.
We are subject to anti-corruption, anti-bribery, anti-money
laundering and similar laws, and non-compliance with such laws can
subject us to criminal penalties or significant fines and harm our
business and reputation.
We are subject to anti-corruption and anti-bribery and similar
laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as
amended, or the FCPA, the U.S. domestic bribery statute contained
in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the
U.K. Bribery Act 2010, the Proceeds of Crime Act 2002 and possibly
other anti-corruption, anti-bribery and anti-money laundering laws
in countries in which we conduct activities. Anti-corruption and
anti-bribery laws have been enforced aggressively in recent years,
are interpreted broadly and prohibit companies and their employees
and agents from promising, authorizing, making, offering,
soliciting or accepting improper payments or other benefits to or
from government officials and others in the private sector. As we
increase our international sales and business, particularly in
countries with a low score on the Corruptions Perceptions Index by
Transparency International, and increase our use of third-party
business partners such as sales agents, distributors, resellers, or
consultants, our risks under these laws may increase. We can be
held liable for the corrupt or other illegal activities of our
employees, representatives, contractors, business partners,
resellers and agents, even if we do not explicitly authorize,
control or have actual knowledge of such activities. While we have
policies and procedures in this area, we cannot guarantee that
improprieties committed by our employees or third parties will not
occur. Non-compliance with these laws could subject us to
investigations, sanctions, settlements, prosecution, other
enforcement actions, disgorgement of profits, significant fines,
damages, other civil and criminal penalties or injunctions,
suspension or debarment from contracting with certain persons, the
loss of export privileges, whistleblower complaints, reputational
harm, adverse media coverage, and other collateral consequences. If
any subpoenas or investigations are launched, or governmental or
other sanctions are imposed, or if we do not prevail in any
possible civil or criminal litigation, our business, results of
operations and financial condition could be materially harmed. In
addition, responding to any action will likely result in a
materially significant diversion of management's attention and
resources and significant defense and compliance costs and other
professional fees and may harm our reputation, which may damage our
relationships with our customers, strategic partners and other
third parties. In certain cases, enforcement authorities may even
require us to appoint an independent compliance monitor, which can
result in added costs and administrative burdens. Any
investigations, actions or sanctions or other previously mentioned
harm could have a material negative effect on our business,
operating results and financial condition.
We are subject to governmental export and import controls and
economic sanctions laws that could impair our ability to compete in
international markets and subject us to liability if we are not in
full complianc