What changed in this filing

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Item 9A. Controls and Procedures

2021-03-16 compared with 2020-03-20 · 31 added, 29 removed, 138 unchanged (30% of the section changed)

10 unchanged sentences

generally accepted accounting principles.

Based on the results of our evaluation, our management concluded that as of January 31, 2020 the Company has not maintained effective internal control over financial reporting as a result of a material weakness associated with the Company’s processes to calculate, record and account for sales commissions.

The identified deficiencies include controls related to reliance on certain outsourced IT service providers used in the processes to calculate, record and account for sales commissions and the related business process controls that rely upon information that was subject to the outsourced IT service providers’ control environment.

Management has determined that the aggregate impact of these ineffective controls resulted in a material weakness.

Based on the results of our evaluation, we concluded that as of January 31, 2021 we have not maintained effective internal control over financial reporting as a result of a material weakness associated with our processes to calculate, record and account for sales commissions.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses did not result in any identified material misstatements in the current period consolidated financial statements, nor in any restatements of consolidated financial statements previously reported by the Company, and there were no changes in previously released financial results.

We have begun to develop remediation plans for these material weaknesses which are described below under “Remediation Activities”.

The material weakness did not result in any identified material misstatements in the current period consolidated financial statements, nor in any restatements of consolidated financial statements previously reported by us, and there were no changes in previously released financial results.

We have begun to develop remediation plans for the material weakness, which are described below under “Remediation Activities.”

The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, and as part of the audit, has issued an adverse opinion on the effectiveness of our internal control over financial reporting as of January 31, 2021, which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

In connection with the audit of the fiscal year 2019 consolidated financial statements, we and our independent registered public accounting firm identified a material weakness in IT general controls.

The deficiencies in IT general controls also resulted in a conclusion that manual controls that rely on data produced by and maintained within these affected information technology systems and automated controls within these affected information technology systems across several of our significant classes of transactions were ineffective.

Based on the nature of these deficiencies in IT general controls, management concluded that the two material weaknesses from fiscal years prior to 2019 related to the revenue recognition process and financial close continued to exist as of January 31, 2019.

In connection with the audit of the fiscal year 2020 consolidated financial statements, we and our independent registered public accounting firm identified a material weakness related to our processes to calculate, record and account for sales commissions.

The identified deficiencies included controls related to reliance on certain outsourced IT service providers used in the processes to calculate, record and account for sales commissions and the related business process controls that rely upon information that was subject to the outsourced IT service providers’ control environment.

In fiscal year 2021, we worked to remediate the identified deficiencies in internal control over financial reporting identified above as described below:

• Improved the operation and monitoring of control activities and procedures associated with logical security and program change management for information technology systems relevant to the financial reporting process

• Improved the operation and monitoring of computer operations control activities to track appropriate processing of jobs in the affected IT systems

• Revised policies and processes and implemented a training program for information technology resources to reinforce adherence to IT General Control activities

• Implemented additional detective controls and strengthened existing controls across several processes relevant to revenue accounting and financial reporting

We have tested and evaluated the implementation of these new and revised processes and internal controls to ascertain whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material error in our financial statements and have concluded that with the exception of the material weakness related to the processes to calculate, record and account for sales commissions, as described above, all other previously disclosed material weaknesses have been remediated as of January 31, 2020.

• Improved governance of our incentive compensation plans

• Implemented new information technology systems to calculate, record and account for sales commissions

• Implemented IT general controls, including logical security and application change management controls for these new information technology systems

• Implemented new automated controls to calculate, record and account for sales commissions

• Implemented new manual controls and strengthened existing controls across the process to calculate, record and account for sales commissions, including management review controls to detect errors in calculated sales commissions

While we are taking steps toward remediating the material weakness, until the controls have been operating for a sufficient period of time and we have concluded that these controls are operating effectively, the material weakness described above will continue to exist.

Except as noted above, 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 three months ended January 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

10 unchanged sentences

We are working to remediate the identified deficiencies in internal control over financial reporting relating to processes to calculate, record and account for sales commissions that resulted in a material weakness.

Specifically, we are:

• Identifying new IT outsourced service providers and implementing new information technology systems to calculate, record and account for sales commissions

• Improving the design of processes and controls related to the calculation, recording and accounting for sales commissions

Specifically, we are continuing to test and evaluate the new and revised processes and internal controls, including those related to the maintenance of plan participant data and the resulting calculations of amounts paid under our sales incentive compensation plans.

We believe we are making progress toward achieving the effectiveness of our internal controls over financial reporting and disclosure controls;

however we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.

In addition, as we continue to evaluate and work to improve its internal control over financial reporting, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.

Management will test and evaluate the implementation of these new and revised processes and internal controls to ascertain whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material error in our financial statements.

In addition, as we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.

We will test and evaluate the implementation of these new and revised processes and internal controls to ascertain whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material error in our financial statements.

Other Information

18 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

Information with respect to certain relationships and related person transactions and director independence can be found under “Certain Relationships and Related Person Transactions” and “Directors and Corporate Governance – Director Independence” and is incorporated herein by reference.

Information with respect to certain relationships and related person transactions and director independence can be found in our Proxy Statement under “Certain Relationships and Related Person Transactions” and “Directors and Corporate Governance – Director Independence” and is incorporated herein by reference.

Principal Accountant Fees and Services

Information with respect to the audit committee's pre-approval policies and procedures for audit and other services and information on our principal accountant fees and services can be found under “Item 2 — Ratification of Independent Registered Public Accounting Firm — Audit and Non-Audit Fees” and “— Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

Information with respect to the audit committee's pre-approval policies and procedures for audit and other services and information on our principal accountant fees and services can be found in our Proxy Statement under “Item 2 — Ratification of Independent Registered Public Accounting Firm — Audit and Non-Audit Fees” and “— Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

3 unchanged sentences

Financial Statement Schedules :

Schedule II Valuation and Qualifying Accounts is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

The Financial Statement Schedules not listed have been omitted because they are not applicable or are not required or the information required to be set forth herein is included in the Consolidated Financial Statements or Notes thereto.

The Financial Statement Schedules have been omitted because they are not applicable or are not required or the information required to be set forth herein is included in the Consolidated Financial Statements or Notes thereto.

The documents listed in the accompanying exhibit index are filed or incorporated by reference as part of this Annual Report on Form 10-K.

31 unchanged sentences

10.10 3/13/2017

Agreement of Lease, dated May 24, 2012, by and between the Registrant and 1 Madison Office Fee LLC.

10.11 3/13/2017

Lease dated May 15, 2014 by and between the Registrant and Credit Suisse (USA) Inc.

10.12 3/13/2017

Outside Director Compensation Policy.

2 unchanged sentences

10.14 3/13/2017

Form of Employment Agreement with the executive officers of the Registrant.

Form of Employment Agreement with the executive officers of the Company .

10.15 3/17/2017

Advisor Agreement between the Company and James Steele, dated as of September 30, 2020

8-K 001-38056 10.1 9/3/2020

Agreement of Lease, dated May 24, 2012, by and between the Registrant and 1 Madison Office Fee LLC.

10.11 3/13/2017

Lease dated May 15, 2014 by and between the Registrant and Credit Suisse (USA) Inc.

10.12 3/13/2017

Surrender Agreement, dated as of the May 29, 2020 between 1 Madison Office Fee LLC, as landlord under the original lease and as sublandlord under the sublease and Yext, Inc., as tenant under the original lease and as subtenant under the sublease.

8-K 001-38056 10.1 6/4/2020

Sublease dated as of April 23, 2019 by and between Aetna Life Insurance Company and Yext, Inc.

2 unchanged sentences

8-K 001-38056 10.1 3/12/2020

First Amendment to Credit Agreement and Guarantee and Collateral Agreement , dated as of January 29, 2021, among Yext, Inc., as borrower and Silicon Valley Bank, as administrative agent and lender.

List of subsidiaries of Yext, Inc.

8 unchanged sentences

101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL (Extensible Business Reporting Language):

(i) Consolidated Balance Sheets as of January 31, 2020 and 2019, (ii) Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended January 31, 2020, 2019 and 2018, (iii) Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) as of January 31, 2020, 2019 and 2018 (iv) Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2020, 2019 and 2018 and (v) Notes to Consolidated Financial Statements

(i) Consolidated Balance Sheets as of January 31, 2021 and 2020, (ii) Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended January 31, 2021, 2020 and 2019, (iii) Consolidated Statements of Stockholders' Equity as of January 31, 2021, 2020 and 2019 (iv) Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2021, 2020 and 2019 and (v) Notes to Consolidated Financial Statements

104 The cover page from the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2021, formatted in Inline XBRL (included in Exhibit 101).

3 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

March 20, 2020 Yext, Inc.

March 16, 2021

/s/ Steven Cakebread

19 unchanged sentences

Andrew Sheehan

/s/ Hillary Smith Director March 16, 2021

Hillary Smith

/s/ Michael Walrath Director March 16, 2021

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures