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Risks Related to Our Business and Industry
−Removed: • Our revenue growth rate in recent periods may not be indicative of our future performance.
+Added: • Our revenue growth rate has slowed in recent periods.
• We have a history of losses and may not achieve profitability in the future.
−Removed: • 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.
+Added: • Adverse economic conditions including inflation or reduced technology spending may adversely impact our business.
• 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.
−Removed: • We have experienced rapid growth and significant changes to our organization and structure and may not be able to effectively manage such growth.
−Removed: • Failure to adequately scale our sales force will impede our growth.
−Removed: • We have expanded and intend to continue to expand our international operations, which exposes us to significant risks.
−Removed: • Our growth depends in part on the success of our strategic relationships with existing and prospective Knowledge Network application providers.
−Removed: • We do not have a long history with our pricing models and changes could adversely affect our operating results.
+Added: • We have experienced significant changes to our organization and structure and may not be able to effectively manage such changes.
+Added: • Failure to adequately manage our sales force will impede our growth.
+Added: • We have expanded our international operations, which exposes us to significant risks.
+Added: • Our growth depends in part on the success of our strategic relationships with existing and prospective Publisher Network application providers.
+Added: • 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.
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• A significant portion of our revenue is dependent on third-party reseller customers, the efforts of which we do not control.
−Removed: • Adverse economic conditions or reduced technology spending may adversely impact our business.
• 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
−Removed: • 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.
+Added: • A security breach, network attack or 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.
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Risks Related to Our Business and Industry
−Removed: Our revenue growth rate in recent periods may not be indicative of our future performance.
+Added: Our revenue growth rate has slowed in recent periods.
We experienced revenue growth rates of 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 3% from the fiscal year ended January 31, 2022 to the fiscal year ended January 31, 2023.
−Removed: However, we expect our growth in the coming year to be slower.
+Added: 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.
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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.
+Added: As we adjust our strategies to reflect the recent changes in our business, including transitioning a portion of our services business to various third-party service providers, this may negatively impact our revenue growth rates.
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.
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As of January 31, 2023, we had an accumulated deficit of $676.5 million, reflecting our losses recognized historically on a GAAP basis.
−Removed: We will need to generate and sustain increased revenue levels in future periods to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability.
+Added: While we have recognized losses on a GAAP basis, we may be deemed to be profitable for tax purposes.
+Added: See “Risks Related to Laws, Regulation and Taxation” for further discussion.
+Added: 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.
−Removed: Further, we expect our operating expenses to increase over the next several years as we hire additional personnel, incur additional expenses associated with our expanded facilities, 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.
+Added: 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.
−Removed: 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.
−Removed: 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.
−Removed: Such disruptions are expected to continue for an indefinite period of time.
−Removed: We have adopted several measures in response to the COVID-19 pandemic and continue to monitor regional developments to inform our operational decisions.
−Removed: 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.
−Removed: While we continue to hold virtual events, we have also resumed in-person marketing events.
−Removed: 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.
−Removed: The uncertain duration of these measures have had and may continue to have negative effects on our sales efforts and revenue growth rates.
−Removed: In addition, our management team has, and
−Removed: 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.
−Removed: 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.
−Removed: 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, such as retail and food services as well as certain geographies such as Europe, 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.
−Removed: If additional customers or potential customers take similar actions, our operating results and financial condition may be materially adversely impacted.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Adverse economic conditions or reduced technology spending may adversely impact our business.
+Added: Our business depends on the overall demand for technology and on the economic performance of our current and prospective customers.
+Added: 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.
+Added: 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.
+Added: For example, increased inflation in recent months, the residual effects of the collapse of Silicon Valley Bank, or SVB, and other financial institutions in March 2023, and related instability in the global financial markets, may cause difficulties for our customers, resulting in reduced spending by them on our business.
+Added: In addition, the economies of certain countries or regions around the world may experience weakness or uncertainty, which may lead to negative impacts on our business in those areas.
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.
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Any such decline, however, will negatively affect our revenue in future quarters.
−Removed: 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.
+Added: Accordingly, the effect of significant downturns in sales and market acceptance of our products or a decline in our retention rate, 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.
−Removed: We were incorporated in 2006 and originally operated as an advertising services company.
−Removed: Our business has evolved several times since then.
−Removed: For example, we sold our advertising business to IAC/InterActiveCorp in 2012 and over the following years have become a platform that puts businesses in control of their facts online with their official answers in search.
−Removed: Many of the most popular features of our platform have only been launched in the past few years.
−Removed: As a result of recent 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.
+Added: 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.
−Removed: 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.
+Added: In addition, the duration and extent of the impact of volatile macroeconomic conditions 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.
−Removed: We have experienced rapid growth and significant changes to our organization and structure and may not be able to effectively manage such growth.
−Removed: Our headcount and operations have grown substantially in recent years.
−Removed: 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.
−Removed: In March 2022, we announced that our Chief Executive Officer, Howard Lerman, and our Chief Financial Officer, Steven Cakebread will resign effective March 25, 2022, and that our Chairman, Michael Walrath, and our Chief Accounting Officer, Darryl Bond, will succeed as Chief Executive Officer and Chief Financial Officer, respectively.
+Added: We have experienced significant changes to our organization and structure and may not be able to effectively manage those changes.
+Added: Our headcount and operations have grown substantially since the Company went public.
+Added: We increased the number of our full-time employees from over 450 as of January 31, 2016 to approximately 1,200 as of January 31, 2023 and have hired several members of our senior management team in recent years.
+Added: After years of growth, our overall headcount experienced a reduction in the fiscal year ended January 31, 2023.
+Added: In addition, a reduction in force was initiated in late January of 2023, resulting in additional terminations of approximately eight percent (8%) overall headcount that took effect in the early part of the new fiscal year.
+Added: Overall headcount after such terminations took effect was approximately 1,100.
+Added: Our overall headcount may fluctuate in the near term as we adjust our strategies to reflect the recent changes in our business.
+Added: In addition, we have experienced significant leadership changes in recent quarters.
+Added: 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.
+Added: Additionally, in June 2022, our President and Chief Revenue Officer, David Rudnitsky resigned, and in October 2022, our Chief Revenue Officer, Brian Distelburger, announced that he would step down from his position as Chief Revenue Officer and Tom Nielsen was appointed as Chief Revenue Officer.
+Added: Distelburger further announced in March 2023 that he would be stepping back as an employee as well although he will continue to serve on our Board of Directors.
+Added: 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.
−Removed: As we expand our business and operate as a public company, we may find it
−Removed: difficult to maintain our corporate culture while managing our personnel growth.
−Removed: Any failure to manage our anticipated growth and 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.
−Removed: 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.
−Removed: In addition, to manage the growth of our headcount, customer-base and operations, we will need to continue to improve our information technology infrastructure and our operational, financial and management systems and procedures.
+Added: As we change our business, we may find it difficult to maintain our corporate culture.
+Added: 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.
+Added: Furthermore, as a result of the COVID-19 pandemic, our corporate culture may be difficult to maintain as many of our employees continue to work remotely.
+Added: 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.
−Removed: Our anticipated 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.
+Added: If we grow in the future, 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.
−Removed: Finally, in order to successfully manage our rapid growth, our organizational structure has become more complex.
+Added: 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.
−Removed: The expansion of 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.
−Removed: 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.
−Removed: Failure to adequately expand and scale our sales force will impede our growth.
+Added: 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.
+Added: If we fail to successfully manage this organizational complexity, we likely
+Added: will be unable to successfully execute our business strategy, which could have a negative impact on our business, operating results and financial condition.
+Added: 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.
−Removed: While we plan to expand and scale our sales force, both domestically and internationally, we have historically had difficulty recruiting and retaining a sufficient number of sales personnel, and this difficulty has heightened during the COVID-19 pandemic.
−Removed: 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.
+Added: We have historically had difficulty recruiting and retaining a sufficient number of sales personnel, and this difficulty was heightened during the COVID-19 pandemic.
+Added: If we are unable to adequately recruit for and retain our sales force, we will not be able to reach our market potential and execute our business plan.
+Added: In addition, we may change our strategy from time to time in how we go to market.
+Added: As a result, we may change the size of our sales force to reflect strategic realignment in how we go to market, which recently has resulted in a net decrease in sales personnel in the near term before potentially growing headcount again.
Identifying and recruiting qualified sales personnel and training them on our products requires significant time, expense and attention.
−Removed: Our financial results will suffer if our efforts to expand, scale and train our sales force do not generate a corresponding increase in revenue.
+Added: Our financial results will suffer if our efforts to recruit for, train and retain our sales force do not generate a corresponding increase in revenue.
We have hired a significant number of sales personnel in recent years.
−Removed: 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.
−Removed: We have expanded and intend to continue to expand our international operations, which exposes us to significant risks.
−Removed: In 2014, we opened our first office outside the United States, and we intend to continue to expand our operations abroad.
+Added: If new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, 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.
+Added: We have expanded our international operations, which exposes us to significant risks.
+Added: In 2014, we opened our first office outside the United States, and we have expanded our operations abroad.
Our international expansion has created and will create significant challenges for our management, administrative, operational and financial infrastructure.
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• the need to offer customer support in various languages;
+Added: • 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;
• difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions;
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laws and regulations for foreign operations, including, without limitation, the Foreign Corrupt Practices Act, or FCPA, the U.K.
−Removed: Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions
−Removed: and other regulatory or contractual limitations on our ability to sell in certain foreign markets, and the risks and costs of non-compliance;
+Added: 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;
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• adverse tax consequences;
−Removed: • 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 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.
−Removed: • restrictions on the transfer of funds;
+Added: • restrictions on the transfer of funds, including the repatriation of cash;
• deterioration of political relations between the United States and other countries;
−Removed: • natural disasters, pandemics including the ongoing COVID-19 pandemic, acts of terrorism and other events beyond our control;
+Added: • natural disasters, pandemics, acts of terrorism and other events beyond our control;
• 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.
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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.
−Removed: Some of our customers and Knowledge Network application providers also have international operations and are subject to the risks described above.
+Added: Some of our customers and Publisher 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.
−Removed: Our growth depends in part on the success of our strategic relationships with existing and prospective Knowledge Network application providers.
−Removed: 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.
+Added: Our growth depends in part on the success of our strategic relationships with existing and prospective Publisher Network application providers.
+Added: We have established strategic relationships with over 200 third-party service and application providers that comprise our Publisher 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.
−Removed: 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.
+Added: This direct access enables our customers to control their business listings on the Publisher 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.
−Removed: 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.
+Added: Furthermore, if we were to lose access to these applications, either in whole or in part, our Publisher 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.
−Removed: We may be unsuccessful in renegotiating our agreements with these third-party application providers or third-party application
−Removed: providers may insist on fees to access their applications.
+Added: 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.
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Any changes we make to our pricing models could adversely affect our operating results.
−Removed: For example, we recently began offering capacity-based pricing for our Pages and Answers products.
+Added: For example, we recently began offering capacity-based pricing for our Pages and Search products.
There is no assurance that this new pricing and distribution model will be successful thus adversely affecting our financial results.
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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.
−Removed: For example, in October 2019 we launched Answers, our search product, and as a result we face competition from established companies in enterprise search.
+Added: For example, in October 2019 we launched 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;
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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.
−Removed: 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.
−Removed: 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.
+Added: 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 and/or our services, the acquisition of our customers by other companies and deteriorating general economic conditions.
+Added: For example, 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 retention rate.
+Added: Challenging macroeconomic conditions may also contribute to similar results.
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.
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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.
−Removed: 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.
−Removed: 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.
+Added: Our marketing efforts may not be successful and we may not attract as many new customers as we have historically, 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.
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In addition, an increasing number of customers are utilizing mobile devices to access the internet and conduct business.
−Removed: 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.
+Added: 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.
−Removed: 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.
+Added: 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.
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.
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We have invested and expect to continue to invest in new businesses, products, features, services, and technologies.
−Removed: 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.
+Added: 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
+Added: 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.
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Such efforts will require adding new functionality and responding to technological advancements, which will increase our research and development costs.
−Removed: If we are unable to develop new features that address our customers' needs, or to enhance and
−Removed: improve our platform in a timely manner, we may not be able to maintain or increase market acceptance of our platform.
+Added: 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.
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Our ability to increase revenue and achieve profitability depends, in large part, on widespread acceptance of our platform by enterprises.
−Removed: 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.
+Added: As we target our sales efforts at these customers, we face greater costs, longer sales cycles and less predictability in
+Added: 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.
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• the length and timing of customers' approval processes.
−Removed: 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.
+Added: 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, particularly during times of uncertain or volatile macroeconomic conditions.
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.
−Removed: 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.
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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.
−Removed: 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.
−Removed: 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
−Removed: 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.
+Added: 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.
+Added: 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.
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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.
−Removed: In fiscal year 2022, we remediated the identified deficiencies in internal control over financial reporting – see Item 9A.
−Removed: “Controls and Procedures”.
−Removed: Based on the results of our evaluation, we concluded that as of January 31, 2022 we have maintained effective internal control over financial reporting.
+Added: In fiscal year 2022, we remediated the previously identified deficiencies in internal control over financial reporting and concluded that as of January 31, 2022, and thereafter, we 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.
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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.
−Removed: For example, as a result of the COVID-19 pandemic the operation of our business has been disrupted.
−Removed: 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.
−Removed: The duration of the business disruption and related financial impact cannot be reasonably estimated at this time.
−Removed: 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.
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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.
−Removed: For example in March 2022, we announced changes to our Chief Executive Officer, Chief Financial Officer and broader leadership team, and the change of key executives may disrupt strategic initiatives of these functions.
+Added: 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.
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In the future, we may experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications.
−Removed: For example, we have experienced such difficulty during the COVID-19 pandemic particularly with respect to our quota-carrying sales representatives.
−Removed: In addition, recent decreases in our stock price may also decrease retention.
+Added: Recent decreases in our stock price may also decrease retention.
We face intense competition for qualified individuals from numerous software and other technology companies.
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Competition for qualified personnel is particularly intense in metropolitan areas where we have offices including the New York area.
−Removed: 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
−Removed: recruiting and training them.
+Added: 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.
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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.
+Added: While we have historically delivered the majority of our professional services to our customers, we plan to transition a portion of our services business to various third-party service providers.
+Added: In transactions with third-party service providers, we are not a party to the transaction with the customer, and we do not control the efforts or quality of services provided by these third-parties.
+Added: In addition, if we do not manage this transition effectively 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.
+Added: Furthermore, as we transition our services business to various third-party service providers, this may negatively impact our revenue growth rates.
If we fail to continue to develop our brand, our business may suffer.
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Promotion and enhancement of our brand will depend largely on our success in being able to provide high quality, reliable and cost-effective features.
+Added: We may also, from time to time, adopt different strategies on how to position and/or market our platform and its 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.
−Removed: Adverse economic conditions or reduced technology spending may adversely impact our business.
−Removed: Our business depends on the overall demand for technology and on the economic performance of our current and prospective customers.
−Removed: In general, worldwide economic conditions may remain unstable, 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Further, Russia’s recent 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.
−Removed: 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.
−Removed: We have operations, as well as current and potential new customers, throughout Europe.
−Removed: 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.
−Removed: As a result, we have experienced negative impacts on our sales activities in Europe.
−Removed: If such conditions deteriorate further, customers may delay or reduce their information technology spending.
−Removed: 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.
−Removed: 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
−Removed: 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.
Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
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The target markets in which we operate are also subject to a high degree of uncertainty and risk.
−Removed: 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.
+Added: Our customers as well as analysts, market participants, and others may disagree with
+Added: 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.
−Removed: 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.
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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.
−Removed: Our credit facility contains restrictive covenants that may limit our operating flexibility.
−Removed: Our credit facility contains restrictive covenants that may 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.
+Added: Our credit facility may not be available to us at all or on the same terms as it has in the past.
+Added: 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.
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Furthermore, there is no guarantee that future working capital, borrowings or equity financing will be available to repay or refinance any such debt.
+Added: 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.
−Removed: 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.
−Removed: LIBOR is expected to be replaced as an index rate in financial transactions by an alternative benchmark rate in the near future.
−Removed: 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.
−Removed: 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.
+Added: In addition, our credit facility was provided by SVB.
+Added: On March 10, 2023, the Federal Deposit Insurance Corporation was appointed as receiver for SVB and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue their operations.
+Added: No amounts were drawn on our credit facility as of March 15, 2023, although the facility backs approximately $14 million of letters of credit supporting our leases as of that date.
+Added: While the National Bank of Santa Clara has publicly assured holders of credit facilities that they intend to honor those facilities, this credit facility may not be available in all or in part in the near future depending on the resolution of SVB, and we may also need to replace it, including the letters of credit if required by various landlords.
+Added: SVB’s successor may seek to repudiate the agreement, and we may not be able to negotiate a replacement credit facility with terms materially equivalent or better than that existing credit facility.
+Added: Inability to access our credit facility or our need to use alternative cash to support the letters of credit could adversely affect our business.
+Added: Our cash and cash equivalents may be exposed to failure of our banking institutions.
+Added: While we seek to minimize our exposure to third-party losses of our cash and cash equivalents, we hold our balances in a number of large financial institutions.
+Added: Notwithstanding, those institutions are subject to risk of failure.
+Added: For example, on March 10, 2023, SVB was unable to continue their operations and the Federal Deposit Insurance Corporation was appointed as receiver for SVB and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue their operations.
+Added: As of March 15, 2023, substantially all of our cash and cash equivalents are held with other large financial institutions, and we do not expect further developments with SVB to have a material impact on our cash and cash equivalents balance, expected results of operations, or
+Added: financial performance for the foreseeable future.
+Added: However, if further failures in financial institutions occur where we hold deposits, we could experience additional risk.
+Added: Any such loss or limitation on our cash and cash equivalents would adversely affect our business.
We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all.
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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.
−Removed: We may not be able to obtain additional financing on terms favorable to us, if at all.
+Added: We may not be able to obtain additional financing on terms favorable to us, if at all, particularly if interest rates continue to rise.
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
−Removed: 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.
+Added: A security breach, network attack or 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Any such attack, or any security incident from any other source affecting us or our service providers, including, for example, through employee error or misconduct or additional vulnerabilities introduced by remote work arrangements, third-party integrations or other sources, 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 service providers process or maintain.
+Added: If we experience 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.
+Added: 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 service 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.
2 unchanged sentences
We could also be required to incur significant costs for remediation or expend significant capital and other resources to address a security breach.
−Removed: 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
−Removed: may originate from less regulated countries, we may be unable to proactively address these techniques or to implement adequate preventative measures.
+Added: 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.
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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.
−Removed: In addition, others may independently discover our trade secrets and proprietary information, and in
−Removed: these cases, we would not be able to assert any trade secret rights against those parties.
+Added: 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.
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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.
−Removed: Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate.
+Added: Accordingly, our efforts to protect our intellectual property rights in such countries may be
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.
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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.
−Removed: 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.
+Added: 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, 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.
1 unchanged sentence
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.
−Removed: Our disaster recovery program contemplates
−Removed: 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.
+Added: 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.
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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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: In addition, the proper functioning of our platform is dependent on the ability of our Publisher 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.
+Added: For example, a number of our Publisher Network application providers provide us with an Application Program Interface, or API, on which our ability to interface with that provider is based.
+Added: Furthermore, in a rapidly changing business environment, for example in connection with the COVID-19 pandemic, our Publisher 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.
−Removed: 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.
+Added: If our Publisher 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.
+Added: We are incorporating generative artificial intelligence, or AI, into some of our products.
+Added: This technology is new and developing and may present both compliance risks and reputational risks.
+Added: We have incorporated a number of generative AI features into our products.
+Added: This technology, which is a new and emerging technology that is in its early stages of commercial use, presents a number of risks inherent in its use.
+Added: AI algorithms are based on machine learning and predictive analytics, which can create unintended biases and discriminatory outcomes.
+Added: We have implemented measures to address algorithmic bias, such as testing our algorithms and regularly reviewing our data sources.
+Added: However, there is a risk that our algorithms could produce discriminatory or unexpected results or behaviors (e.g., hallucinatory behavior) that could harm our reputation, business, customers, or stakeholders.
+Added: In addition, the use of AI involves significant technical complexity and requires specialized expertise.
+Added: Any disruption or failure in our AI systems or infrastructure could result in delays or errors in our operations, which could harm our business and financial results.
Risks Related to Laws, Regulation and Taxation
7 unchanged sentences
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.
−Removed: Compliance with such laws could also impair our efforts to maintain and expand our customer base, and thereby decrease our revenue.
−Removed: 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.
−Removed: Also, in connection with future feature offerings, we may receive, store and process additional types of data, including personal data.
−Removed: Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, such as the U.S.
+Added: Compliance with such obligations could also impair our efforts to maintain and expand our customer base, and thereby decrease our revenue.
+Added: We receive, store, and process various types of data, including personal data, from and about customers, including third-party reseller customers, partners, end users of our services, and in limited cases, end consumers, as well as data from and about our personnel and service providers.
+Added: In connection with future feature offerings, we may receive, store and process additional types of data, including personal data.
+Added: Our processing 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.
−Removed: Our data handling also is subject to contractual obligations and industry standards.
−Removed: 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.
−Removed: For example, the California Consumer Privacy Act of 2018, or CCPA, became effective January 1, 2020.
−Removed: 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.
−Removed: also provides a new private cause of action for certain data breaches.
−Removed: 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.
−Removed: 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.
−Removed: States such as Virginia and Colorado have enacted and we expect additional states may also enact legislation similar to the CCPA and CRPA.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Within the European Union, legislators have adopted the General Data Protection Regulation, or GDPR, which became effective in May 2018.
−Removed: 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.
−Removed: The United Kingdom has implemented data protection laws that substantially implements the GDPR and provide for similar penalties.
+Added: Our data processing also is subject to contractual obligations and industry standards.
+Added: federal and various state governments have adopted requirements related to the collection, distribution, use, storage, and security of personal data.
+Added: For example, the California Consumer Privacy Act of 2018, or CCPA, originally became effective January 1, 2020 and an amended version became effective on January 1, 2023.
+Added: The amended 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.
+Added: Under the amended CCPA, consumers include individuals that interact with us in a professional or employment capacity.
+Added: The CCPA provides a limited private cause of action for certain data breaches.
+Added: The amended law also created a new state agency that will be vested with authority to implement and enforce other aspects of the CCPA.
+Added: State privacy laws that impose similar obligations and are likewise enforced by regulators have been enacted in Colorado, Connecticut, Utah, and Virginia, as
+Added: of February 2023.
+Added: The effects of such state privacy laws 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.
+Added: We expect additional states may also enact legislation similar to the state privacy laws already adopted.
+Added: Additionally, the FTC and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the collection, use, dissemination, and security of personal data.
+Added: We may be required to incur costs and expenses to stay in compliance with these interpretations, and if we were found to have violated consumer protection laws, we may face enforcement actions which could adversely affect our business.
+Added: We also may be subject to laws and rules implemented and enforced by the FTC, the Federal Communications Commission, or FCC, and potentially other federal agencies, state laws, as well as international laws and regulations related to marketing, advertising, commercial electronic mail and other messages.
+Added: Compliance with these requirements may limit our ability to send certain types of messages.
+Added: If we were found to have violated such requirements, we may face enforcement actions and/or face civil penalties, either of which could adversely affect our business.
+Added: Several foreign countries and governmental bodies, including the European Union, Switzerland and the United Kingdom, have laws and regulations dealing with the processing of personal data obtained about their residents, which in certain cases are more restrictive than those in the United States.
+Added: We expect that additional jurisdictions may enact similar requirements.
+Added: Laws and regulations in these jurisdictions can apply broadly to the collection, use, storage, disclosure, and security of various types of data, including personal data, such as names, email addresses and in some jurisdictions, Internet Protocol, or IP, addresses.
+Added: In particular, the European Union General Data Protection Regulation, or GDPR, became effective in May 2018.
+Added: The GDPR includes stringent operational requirements for processors and controllers of personal data and imposes significant penalties for non-compliance.
+Added: The United Kingdom has implemented data protection laws that substantially align with requirements under 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.
−Removed: We participate in and have certified under the EU-U.S.
+Added: In addition, there has been uncertainty regarding transfers of certain personal data from the European Economic Area, Switzerland, and the United Kingdom following Brexit as well as the invalidation of both the EU-U.S.
Privacy Shield and Swiss-U.S.
−Removed: Privacy Shield frameworks with respect to our transfer of certain personal data from the European Union and Switzerland to the United States.
−Removed: In July 2020, the Court of Justice of the European Union invalidated the EU-U.S.
−Removed: 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.
−Removed: The Swiss-U.S.
−Removed: Privacy Shield subsequently was invalidated in September 2020 by the Swiss Federal Data Protection and Information Commissioner.
−Removed: On June 4, 2021, the European Commission published new SCCs that are required to be implemented, and on February 2, 2022, the United Kingdom’s Information Commissioner’s Office issued new standard contractual clauses to support personal data transfers out of the United Kingdom, or UK SCCs”.
−Removed: If approved by the United Kingdom Parliament, the UK SCCs will become effective March 21, 2022, and 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.
−Removed: The invalidation of the EU-U.S.
−Removed: and Swiss-U.S.
−Removed: 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.
−Removed: 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.
+Added: Privacy Shield.
+Added: While alternative transfer mechanisms, such as Standard Contractual Clauses, are available to Yext and its customers for such transfers, the use of these transfer mechanisms, in addition to related developments and uncertainty, could require us to implement additional contractual and technical safeguards for personal data transferred out of the European Economic Area, 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.
+Added: Customers and potential customers may hesitate or refuse to purchase and use our products and services due to the potential risk associated with cross-border data transfers 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.
−Removed: 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.
−Removed: 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.
−Removed: Interpretation of certain requirements remains unclear and may evolve, in particular for regulations that have recently been enacted.
−Removed: Application of laws may be inconsistent or may conflict among jurisdictions resulting in additional complexity and increased legal risk.
−Removed: 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.
−Removed: 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.
−Removed: We also handle credit card and other personal data.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Compliance with these
−Removed: provisions may limit our ability to send certain types of messages.
−Removed: 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.
+Added: 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 Economic Area, Switzerland, and the United Kingdom to the United States.
+Added: These domestic and foreign laws and regulations relating to privacy and information 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.
+Added: Interpretation of certain requirements remains unclear and may evolve, in particular for laws and regulations that have recently been enacted.
+Added: Application of laws and regulations may be inconsistent or may conflict among jurisdictions resulting in additional complexity and increased legal risk.
+Added: In addition, these requirements 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.
+Added: In addition as we, our customers, and potential customers evaluate the impact of new laws and regulations, sales cycles have lengthened and transaction costs have increased as customers conduct additional diligence and as contractual obligations under the new regulations are negotiated.
+Added: To protect the personal data that we process, including payment card information, we have implemented technical and organizational measures in an effort to preserve and protect our data and our customers' data against loss, misuse, corruption, destruction, or misappropriation caused by systems failures, unauthorized access, or other misuse.
+Added: Notwithstanding these measures, we could experience security incidents or be subject to liability claims relating to information security by individuals and customers whose data resides in our databases.
+Added: We are also required to comply with applicable industry standards with respect to our handling of payment card information.
+Added: If we fail to meet appropriate compliance levels for payment card data specifically, this could negatively impact our ability to utilize payment cards as a method of payment, and/or collect and store payment card information, which could disrupt our business.
As our products are applied to new uses and in new verticals, we may become subject to additional regulations or legal risks.
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Risks associated with sales to government entities include adherence to complex procurement regulations and other government-specific contractual requirements.
−Removed: 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.
+Added: 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
+Added: 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.
−Removed: Our platform has been and increasingly may be used to store confidential or sensitive information, which exposes us to additional risks.
−Removed: 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.
+Added: As another 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.
−Removed: 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.
−Removed: 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.
+Added: 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 information security may result in governmental investigations and enforcement actions, litigation, fines and penalties, consumer actions, and/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.
+Added: This could materially affect our business, operating results, and financial condition.
+Added: 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.
+Added: We will continue to innovate, and work with new and emerging technologies that may subject the Company to new or different laws or regulations.
+Added: For example, the Answers platform utilizes Artificial Intelligence ("AI") technology in some of its products and/or features.
+Added: AI is an emerging technology, and is subject to a complex and evolving regulatory landscape, including data protection, privacy, and potentially other laws.
+Added: Additionally, different jurisdictions have taken varying approaches to regulating AI.
+Added: Compliance with these laws and regulations can be complex, costly and time-consuming, and there is a risk of regulatory enforcement actions or litigation if we fail to comply with these requirements.
+Added: As regulations evolve, we may have to alter our business practices or products in order to comply with regulatory requirements.
+Added: 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 cross-border data transfer 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: We are subject to anti-corruption and anti-bribery laws, and anti-money laundering laws 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.
2 unchanged sentences
§ 201, the U.S.
−Removed: Travel Act, the USA PATRIOT Act, the U.K.
−Removed: 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.
+Added: Travel Act, the U.K.
+Added: Bribery Act 2010, and possibly other anti-corruption and anti-bribery laws 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.
−Removed: 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.
−Removed: While we have policies and procedures in this area, we cannot guarantee that improprieties committed by our employees or third parties will not occur.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In certain cases, enforcement authorities may even require us to appoint an independent compliance monitor, which
−Removed: can result in added costs and administrative burdens.
−Removed: Any investigations, actions or sanctions or other previously mentioned harm could have a material negative effect on our business, operating results and financial condition.
+Added: We can be held liable for the corrupt or other illegal activities of our employees, representatives, contractors, business partners, resellers, agents and third-party intermediaries, even if we do not explicitly authorize, control or have actual knowledge of such activities.
+Added: While we have policies and procedures in this area, we cannot guarantee that none of our employees, agents, representatives, business partners or third-party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.
+Added: Any allegations concerning or violations of these laws could subject us to investigations, sanctions, settlements, prosecution, enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension or debarment from government contracting, the loss of export privileges, whistleblower complaints, reputational harm, adverse media coverage, and other collateral consequences, all of which could have an adverse effect on our business, results of operations, prospects and financial condition.
+Added: 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.
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 compliance with applicable laws.
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customs regulations, the U.S.
−Removed: Commerce Department's Export Administration Regulations and economic and trade sanctions regulations maintained by the U.S.
+Added: Commerce Department's Export Administration Regulations and economic and
+Added: trade sanctions regulations maintained by the U.S.
Treasury Department's Office of Foreign Assets Control.
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economic sanctions laws include prohibitions on the sale or supply of certain products and services to U.S.
−Removed: embargoed or sanctioned countries, governments, persons and entities and also require authorization for the export of certain encryption items.
+Added: embargoed or sanctioned countries, governments, persons and entities and also require authorization for the export of certain items including encryption items.
In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our services or could limit our customers' ability to implement our services in those countries.
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Any decreased use of our products or limitation on our ability to export or sell our products would likely adversely affect our business.
−Removed: Although we take precautions to prevent transactions with U.S.
+Added: Additionally, although we take precautions to prevent transactions with U.S.
sanction targets, we could inadvertently provide our platform to persons prohibited by U.S.
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Unanticipated changes in our effective tax rate may impact our financial results.
−Removed: We are subject to income taxes in the United States and various jurisdictions outside of the United States, and we continue to expand our operations internationally.
+Added: We are subject to income taxes in the United States and various jurisdictions outside of the United States.
Our effective tax rate could fluctuate due to changes in the mix of earnings and losses in countries with differing statutory tax rates, changes in non-deductible expenses, expiration or non-utilization of net operating losses, changes in excess tax benefits related to exercises and vesting of stock options and awards compensation, changes in the valuation of deferred tax assets and liabilities and our ability to utilize them, the applicability of withholding taxes and changes in accounting principles and tax laws in jurisdictions where we operate.
While we regularly evaluate new information that may change our judgment resulting in recognition, derecognition or change in measurement of a tax position taken, there can be no assurance that the final determination of any examinations will not have an adverse effect on our business, operating results or financial condition.
+Added: Beginning in fiscal year 2023, the Tax Cuts and Jobs Act of 2017 eliminates the option to deduct research and development expenditures currently and requires taxpayers to amortize such costs over a period of five or fifteen years.
+Added: While it is possible that Congress may modify, defer, or repeal such provision, we have no assurance that the provision will be modified, deferred or repealed.
+Added: If no new legislation is passed, this provision may have an adverse effect on our effective tax rate resulting in additional cash taxes, as well as on our overall results of operations and financial condition.
We may have additional tax liabilities, which could harm our business, results of operations or financial condition.
9 unchanged sentences
Any resulting increase in our tax obligation or cash taxes paid could adversely affect our results of operations and financial condition.
+Added: The United States recently enacted the Inflation Reduction Act which introduced several tax provisions including a 1% excise tax on certain stock repurchases made after December 31, 2022.
+Added: We may be subject to this new excise tax which could increase the cost of such repurchases.
Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could increase our costs and adversely affect our business.
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• the amount and timing of operating expenses;
−Removed: • network outages and security breaches;
+Added: • network outages and security breaches and incidents;
• natural disasters, pandemics including the COVID-19 pandemic, acts of terrorism and other events beyond our control;
9 unchanged sentences
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business.
−Removed: If analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.
+Added: Some analysts have ceased covering us.
+Added: If additional analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.
In addition, if one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, the price of our common stock would likely decline.
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Market volatility may affect the value of an investment in our common stock and could subject us to litigation.
−Removed: Technology stocks have historically experienced high levels of volatility.
+Added: Technology stocks have historically experienced high levels of volatility, and have heavily declined recently.
The market price of our common stock has been and may continue to be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:
2 unchanged sentences
• addition or loss of significant customers;
−Removed: • addition or loss of significant strategic relationships with application providers in the Knowledge Network;
+Added: • addition or loss of significant strategic relationships with application providers in the Publisher Network;
• changes in laws or regulations applicable to our platform;
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• sales of our common stock by us or our stockholders;
+Added: • effects of inflation and increased interest rates;
• share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
−Removed: • natural disasters, pandemics including the COVID-19 pandemic, acts of terrorism and other events beyond our control;
−Removed: • general economic and market conditions.
+Added: • natural disasters, pandemics, acts of terrorism and other events beyond our control;
+Added: • general economic and market conditions and overall market slowdowns.
Furthermore, in recent years, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, and technology companies in particular.
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The price of our common stock could decline if there are substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, or if there is a large number of shares of our common stock available for sale and the market perceives that sales will occur.
−Removed: We have 131,156,986 shares of our common stock outstanding as of January 31, 2022.
In addition, equity compensation comprises a significant component of our compensation strategy.
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Share repurchases could affect our stock price and increase its volatility and will diminish our cash reserves.
−Removed: Repurchases pursuant to any share repurchase program we adopt in the future could affect our stock price and increase its volatility and will reduce the market liquidity for our stock.
+Added: In March 2022, we announced a program to repurchase up to $100.0 million of our common stock.
+Added: Such repurchases may be made from time to time subject to pre-determined price and volume guidelines.
+Added: As of January 31, 2023, we had repurchased 13,844,279 shares using $77.4 million of the program.
+Added: Repurchases pursuant to our share repurchase program could affect our stock price and increase its volatility and will reduce the market liquidity for our stock.
These activities may have the effect of maintaining the market price of our common stock or slow down a decline in the market price of the common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market.
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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.