ITEM 1. BUSINESS
ACQUISITION BY HP INC.
On March 25, 2022, Poly entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HP Inc. (“HP”) and Prism Subsidiary Corp. (“Merger Sub”), a wholly-owned subsidiary of HP, providing for the acquisition of Poly in an all-cash transaction by way of a merger of Merger Sub with and into Poly (the “Merger”), with Poly continuing as a wholly-owned subsidiary of HP. The descriptions of the Merger Agreement and the transactions contemplated thereby contained in this Annual Report are summaries only and are qualified in their entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the definitive proxy statement on Schedule 14A filed by us with the SEC on May 17, 2022 (the “Definitive Proxy Statement”).
The Merger Agreement and transactions contemplated by the Merger Agreement were approved by Poly's Board of Directors (the “Board”), which further resolved to recommend that Poly stockholders vote to adopt and approve the Merger Agreement. Under the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Poly’s common stock (except as otherwise set forth in the Merger Agreement) will be canceled and automatically converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes.
Completion of the Merger is subject to the satisfaction of certain terms and conditions set forth in the Merger Agreement, including (i) adoption of the Merger Agreement by the requisite affirmative vote of our stockholders; (ii) the absence of any temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court of competent jurisdiction preventing, prohibiting or making illegal the consummation of the Merger; and (iii) the expiration or termination of the waiting period applicable to the Merger under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended without the imposition of a burdensome effect (as defined in the Merger Agreement), and the obtaining or making of all consents, approvals and filings required under the competition laws of China, Colombia, the European Union and Mexico and the foreign direct investment law of France, in each case, without the imposition of a burdensome effect. The Merger is expected to close in calendar year 2022, subject to the satisfaction of applicable conditions. Upon consummation of the Merger, Poly will no longer have publicly listed or traded shares, nor will it be a reporting company under the SEC's rules and regulations.
COMPANY BACKGROUND
Poly is a leading global communications technology company that designs, manufactures, and markets integrated communications and collaboration solutions for professionals. We offer a comprehensive selection of premium audio and video products designed to work in an era where work is no longer a place and enterprise work forces are increasingly distributed. Our products and services are designed and engineered to connect people with high fidelity and incredible clarity. They are professional-grade, easy to use, and work seamlessly with major video and audio-conferencing platforms.
Our major product categories are Headsets, Voice, Video, and Services. Headsets include wired and wireless communication headsets; Voice includes open Session Initiation Protocol (“SIP”) and native ecosystem desktop phones, as well as conference room phones and speakerphones; Video includes conferencing solutions and peripherals, such as cameras, speakers, and microphones; Services includes a broad portfolio of offerings including video interoperability, maintenance and troubleshooting support for our solutions, as well as professional, hosted, and managed services that are grounded in our deep expertise aimed at helping our customers achieve their collaboration goals. Additionally, our cloud management and analytics software enables Information Technology (“IT”) administrators to configure and update firmware, monitor device usage, troubleshoot, and gain a deep understanding of user behavior.
All of our solutions are designed to integrate seamlessly with a wide range of Unified Communications & Collaboration (“UC&C”), Unified Communication as a Service (“UCaaS”), and Video as a Service (“VaaS”) platforms, allowing our customers the flexibility to use the communications platform of their choice.
We sell our products through a well-developed global network of distributors and channel partners, including value-added resellers, integrators, direct marketing resellers, and service providers, as well as through both traditional and online retailers, office supply distributors, and e-commerce channels. We have well-established distribution channels in the Americas, Europe, Middle East, Africa, and Asia Pacific, where use of our products is widespread.
The Company was originally founded and incorporated as Plantronics in 1961 and became a public company in 1994. In March 2019, the Company changed the name under which it markets itself to Poly. The Company is incorporated in the State of Delaware and was listed on the New York Stock Exchange (“NYSE”) originally under the ticker symbol “PLT.” The Company changed our symbol on the NYSE from "PLT" to "POLY" effective at the open of market trading on May 24, 2021.
Our principal executive office is located at 345 Encinal Street, Santa Cruz, California. Our telephone number is (831) 420-3002. Our Company website is www.poly.com.
In the Investor Relations section of our website, we provide free access to the following filings: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. This access is provided directly or through a link on our website shortly after these documents are electronically filed with, or furnished to, the SEC. In addition, documents regarding our corporate governance, code of conduct, and the charters of the standing committees of our Board are also accessible in the Investor Relations section of our website.
MARKET INFORMATION
General Industry Background
Poly operates predominantly in the unified communications industry and focuses on the design, manufacture, and distribution of headsets, voice, video, and content sharing solutions, as well as a comprehensive line of support and service solutions to ensure customer success. We develop enhanced communication products to work wherever and however work happens: offices, contact centers, and remote work environments, connecting to tools such as open SIP desktop phones, PCs, Macs, and a variety of mobile devices. We offer our products and services under the 
, Plantronics and Polycom brands.
We believe the end market for professional-grade communications equipment is no longer “home” or “office.” It is “anywhere” and “everywhere,” as the digital transformation of the enterprise continues, creating a corresponding increase in the volume and sophistication of communications requirements, especially high-quality video and audio. Existing trends toward remote and hybrid work and the increasing adoption of video communications have dramatically accelerated, and the number of communications usage scenarios and product needs have permanently multiplied:
•The COVID-19 pandemic has served as a critical catalyst to change working habits, worldwide, and acted as a massive accelerant to the digital transformation already reshaping the working world.
•We believe this shift will be permanent. Gartner research estimates that “by 2024, remote workers will represent 30% of all employees worldwide… to number nearly 600 million.” Similarly, Frost & Sullivan analysis suggests post-pandemic, the number of remote workers will be six times greater, creating a massive demand for meeting technologies.
•The importance of durable solutions offering high-fidelity connectivity that are easy to use, work anywhere and everywhere, and are compatible with multiple communications platforms, is paramount to our customers.
•Looking ahead, the expansion of both communications applications (e.g., telehealth, government and civil services, education, professional and financial services) and the capabilities of the infrastructure supporting these applications (e.g., 5G network deployments, cloud computing, collaboration software) creates a structural tailwind we believe will create conditions for long-term, sustainable, and durable demand for our products.
•Additionally, the shift to hybrid work models is accelerating the transition of enterprise customers from on-premises to cloud-based call control platforms, which represents a significant market opportunity for Poly.
Our strategy is to offer best-in-class communications and collaboration solutions to meet the needs of customers ranging from the largest companies and governments in the world to individual professionals. Recent product launches and our product roadmap reflect this, as does our marketing and distribution strategy. We believe we are uniquely positioned as the UC&C ecosystem partner of choice through our strategic partnerships, support of open standards, innovative technology, multiple delivery modes, and customer-centric go-to-market capabilities, while at the same time we are establishing the distribution channels necessary to engage customers at the individual level.
We leverage state-of-the-art technologies in our solutions that can be easily used with our strategic partners’ tools and communication platforms in both personal and office settings. The increased adoption of technologies such as UC&C, Bluetooth, Voice over Internet Protocol (“VoIP”), Digital Signal Processing (“DSP”), Digital Enhanced Cordless Telecommunications (“DECT”), and Video-as-a-Service (“VaaS”), each of which is described below, has contributed to increased demand for our solutions:
•UC&C is the integration of voice, data, chat, and video-based communications systems enhanced with software applications and Internet Protocol (IP) networks. It includes more traditional unified communications consisting of on-premise IP telephony, such as e-mail, instant messaging, presence information, audio and video conferencing, and unified messaging; and more modern team collaboration consisting of cloud-based persistent chat and team workspaces, integrated UC and application integrations; as well as browser-based online meetings consisting of integrated audio, video, and web conferencing. UC&C seeks to provide seamless connectivity and user experience for enterprise workers regardless of their location and environment, improving overall business efficiency and providing more effective collaboration among an increasingly distributed workforce.
•Bluetooth wireless technology is a short-range communications protocol intended to replace the cables connecting portable and fixed devices while maintaining high levels of security. The key features of Bluetooth technology are ubiquity, low power, and low cost. The Bluetooth specification defines a uniform structure for a wide range of devices to connect and communicate with each other. Bluetooth standard has achieved global acceptance such that any Bluetooth enabled device, almost anywhere in the world, can connect to other Bluetooth enabled devices in proximity.
•VoIP is a technology that allows a person to communicate using a broadband internet connection instead of a regular (or analog) telephone line. VoIP converts the voice signal into a digital signal that travels over the internet or other packet-switched networks and then converts it back at the other end so that the caller can speak to anyone with another VoIP connection or a regular (or analog) phone line.
•DSP is a technology that delivers acoustic protection and optimal sound quality through noise reduction, echo cancellation, and other algorithms which improve transmission quality.
•DECT is a wireless communications technology that optimizes audio quality, lowers interference with other wireless devices, and digitally encrypts communication for heightened call security.
•VaaS is the delivery of multiparty, or point-to-point, videoconferencing capabilities over an IP network by a managed service provider.
Competitive Strengths
We believe we have a clear understanding of the future of business communications, and we have positioned our company to serve that future: the entirety of our offering, from hardware to software and services, is engineered to meet the communications demands that every enterprise, around the world, will have. We believe the combination of our products and services create the conditions that will allow us to be successful:
•Increasingly distributed, flexible, and digital work forces need competitively priced, well-designed, professional-grade communications equipment. We have expanded our product offering to provide a complete set of solutions - headsets, voice, and video - to the hybrid worker outfitting a remote workplace, as evidenced by the launch of the “Studio P Series” line of personal video conferencing solutions.
•Our products directly address “hardware-for-anywhere” demand, offering equipment that can be set up and used easily by anyone, in home offices or remote workplaces, without consuming time from IT departments. And our tools are platform agnostic. Our certified Microsoft Teams, Zoom, and Google desktop phone and video products deliver a native experience that fully integrate which each platform's collaboration features. Our customers don’t “fear the link” in their calendar, because our equipment works seamlessly across multiple platforms, and delivers professional results every time.
•The breadth and depth of our product portfolio makes us a one-stop outfitter for our customers. Our products are sophisticated, with innovative technologies to improve all aspects of collaborative communications: our webcams include finely-tuned optics for brilliant colors and incredible clarity regardless of environment, our audio products feature technologies including noise-canceling microphones, DSP, HD Voice, acoustic fencing and more, and we offer a line of fully integrated devices.
•Our products are supported by a global customer service organization. Poly is one of the few vendors with a complete portfolio of products that are supported by a global service organization designed to meet the needs of the largest and most demanding governments and enterprise customers. Dependable and reliable communications equipment is critical to any and every enterprise, and we provide enterprise-grade support.
Product Segment
Our audio and video solutions are designed to meet the needs of individuals in home offices (from front-line staff to executives), open offices workspaces (such as cubicles for knowledge workers and contact centers), meeting rooms (from huddle rooms to boardrooms), mobile workers (using laptops, mobile phones, and tablets in or out of the office), back-offices (for management, monitoring and analytics of our systems), and other highly specialized applications, such as tele-medicine, tele-education and remote management.
We serve these markets through our product categories listed below:
•Headsets - Within our Headsets category, we offer a broad range of solutions, including corded and wireless versions, stereo and mono, with or without active noise cancellation, and connection options such as USB, Bluetooth, and DECT. Our headsets are ergonomically designed to allow users to wear them for many hours without fatigue or discomfort. Certain models have incorporated advanced artificial intelligence and machine learning software to provide features such as acoustic fencing and noise blocking capabilities.
•Voice - Our Voice portfolio include open SIP desktop phones, conference phones, and personal speakerphones. Our certified Microsoft Teams, Zoom, and Google desktop phones deliver a native experience that fully-integrates with each platform’s collaboration features. Our desktop phones provide crystal-clear voice quality to users regardless of location. The Trio line of conference phones is a collaboration hub that has a modular approach to high quality audio, video and content sharing solution for rooms of all sizes. Audio-only versions of the Trio are available in multiple sizes and price points. Trio supports native Zoom, Microsoft Teams and Skype for Business interfaces, as well as connectivity to multiple popular voice and video platforms.
•Video - Our Video portfolio consists of our new Studio P Series, a family of professional-grade personal video devices for remote work, the Studio USB video bar for small room deployments, the Studio X video bars and G7500, which share a common Poly platform and can run native applications, like Zoom, Microsoft Teams, and Google, without the need for an external PC. These video solutions represent a complete portfolio designed to meet the needs of workers and IT administrators configuring solutions for a variety of applications from the home office to the boardroom. In addition, we continue to sell our RealPresence Group Series solutions, a portfolio of high-performance, integrator-ready video conferencing systems that also power our immersive telepresence video conferencing systems.
For customers that prefer on-premises video infrastructure, our RealPresence Clariti solution is a powerful collaboration software platform through which customers can host audio, video, and content collaboration sessions connecting any device from anywhere. The platform also provides best-in-class interoperability, allowing any standards-based device to connect into Microsoft Teams without having to be replaced.
Services Segment
Poly offers a complete suite of services that are designed to ensure our customers and partners can make their modern communications equipment work seamlessly. Our full range of service solutions include professional, managed, and cloud services. Our customers can mix and match different service levels to have the right level of assistance and expertise where and when needed. We provide these services directly, as well as through our channel partners globally. Poly’s services smooth the critical path of our customers' business processes, helping us forge stronger customer relationships. Our services solutions help our customers achieve their business goals, maximize their use of communications and collaboration solutions to enable employee productivity, and deliver a differentiated customer experience.
•Support Services - In order to keep UC&C solutions operating continuously, Poly provides maintenance services that include technical assistance center support, software upgrades and updates, parts exchange, on-site assistance, and direct access to engineers for real-time resolution. We also offer an online support portal for customers and a support community where customers can share information and access support 24 hours a day.
•Professional Services - Poly’s full suite of professional services enables customers to effectively plan, deploy, and optimize their communications solutions in a UC&C environment. With Poly’s offerings, we and our channel partners help customers each step of the way to more effectively leverage UC&C solutions to transform their businesses.
•Managed Services - Our managed services help customers maximize their collaboration investments. Working directly with customers or with our partners to jointly deliver services, our offerings allow customers to outsource day-to-day technology management responsibilities to our team of experts who can provide turn-key solutions as a strategic method to improve operations and accelerate a return on technology investments.
•Cloud Services - Our cloud services enable IT administrators to configure devices in advance, monitor during usage, troubleshoot, and perform quick updates. Poly Lens is our next generation cloud-based service that combines seamless management and updating tools with powerful insight into how Poly devices are being used to offer greater control and visibility to IT departments. Poly Lens supports the Poly G7500 and Studio X family of video bars, Studio P Series of personal video devices, Sync family of personal speakerphones, VVX and CCX families of desktop phones, Trio C60 conference phone, as well as a variety of popular headsets.
•Training Services - On-going training services for those customers and partners who prefer to self-manage their deployments.
FOREIGN OPERATIONS
In Fiscal Years 2022, 2021, and 2020, total net revenues outside the U.S. accounted for approximately 54%, 57%, and 52%, respectively, of our total net revenues. Total net revenues derived from foreign sales are generally subject to additional risks, such as fluctuations in exchange rates, increased tariffs, the imposition of other trade restrictions or barriers, adverse global economic conditions, and potential currency restrictions. In Fiscal Year 2022, consolidated total net revenues were favorably impacted by fluctuations in exchange rates resulting in an increase of approximately $11.9 million (net of the effects of hedging).
We continue to engage in hedging activities to limit our transaction and economic exposures, and to mitigate our exchange rate risks. We manage our economic exposure by hedging a portion of our anticipated Euro (“EUR”) and British Pound Sterling (“GBP”) denominated sales and our Mexican Peso (“MXN”) denominated expenditures, which together constitute the most significant portion of our currency exposure. In addition, we manage our balance sheet exposure by hedging EUR and GBP denominated cash, accounts receivable, and accounts payable balances. Excess foreign currencies not required for local operations are converted into U.S. Dollars (“USD”). While our existing hedges cover a certain amount of exposure for Fiscal Year 2023, long-term strengthening of the USD relative to the currencies of other countries in which we sell may have a material adverse impact on our financial results. In addition, our results may be adversely impacted by future changes in foreign currency exchange rates relative to original hedging contracts, which are generally secured over a 12-month period. See further discussion on our business risks associated with foreign operations under the risk titled, “We are exposed to differences and frequent fluctuations in foreign currency exchange rates, which may adversely affect our revenues, gross profit, and profitability” within “Item 1A. Risk Factors” in this Annual Report on Form 10-K.
Further information regarding our foreign operations, as required by Item 101(d) of Regulation S-K, can be found in Note 18, Segment Reporting and Geographic Information, of the accompanying notes to the consolidated financial statements included within “Part II. Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
COMPETITION
We compete broadly in the UC&C market, where we have multiple competitors (depending on the product line) on a global basis. These competitors include Avaya Inc., Aver Information, Inc., Cisco Systems, Inc., DTEN, EPOS Group A/S, GN Group, Grandstream Networks, Inc., Huawei Technologies Co. Ltd., Huddly, Logitech International S.A., Neatframe, Inc., Vaddio, LLC, Yamaha Corporation/Revolabs, Inc., Yealink Network Technology Co. Ltd., and others. In some cases, we also cooperate and partner with these companies in programs and various industry initiatives. The market for our products is competitive and some of our competitors have greater financial resources than we do, as well as more substantial production, marketing, engineering, and other capabilities to develop, manufacture, market, and sell their products.
Our strategy of offering a best-in-class complete portfolio of UC&C Headset, Voice and Video solutions faces challenges from competitors, who can also create end-to-end device and service offerings, as well as low-cost competitors in specific categories, or other industry players, who are potentially able to develop unique technology or compete in a specific geography.
Some of our partners resell our maintenance and support services, while others sell their own branded services. To the extent that channel partners sell their own services, these partners compete with us; however, they typically purchase maintenance contracts from us to support these services. As we expand our professional services offering, we may compete more directly with partners in the future.
We believe the principal factors to be successful and competitive in each of the markets we serve are as follows:
•Understanding emerging trends and new communication technologies, such as UC&C and VaaS, and our ability to react quickly to the opportunities they provide
•Reliable supply chain to meet peak demands
•Alliances and integration/compatibility with major UC&C vendors
•Ability to design, manufacture, and sell products that deliver on performance, style, ease-of-use, comfort, features, sound quality, interoperability, simplicity, price, and reliability
•Ability to create and monetize software solutions that provide management and analytics and allow business to improve IT and employee performance through insights derived from our analytics
•Brand name recognition and reputation
•Superior global customer service, support, and warranty terms
•Global reach, including effective and efficient distribution channels
We believe our products and strategy enable us to compete effectively based on these factors.
RESEARCH AND DEVELOPMENT
The success of our new products is dependent on several factors, including identifying and designing products that meet anticipated market demand before it has developed and as it matures, timely development, and introduction of these products, cost-effective manufacturing, quality and durability, acceptance of new technologies, and general market acceptance of the products we develop. See further discussion regarding our business risks associated with our research and development under the risk titled, “We face risks associated with developing and marketing our products, including new product development and new product lines” within “Item 1A. Risk Factors” in this Annual Report on Form 10-K.
We conduct most of our research and development with an in-house staff and a limited use of contractors.
During Fiscal Year 2022, we developed and introduced innovative products that enabled us to better address changing customer demands and emerging market trends. Our goal is to bring the right products to customers at the right time, utilizing best-in-class development processes.
The products we develop require significant technological knowledge and the ability to rapidly develop the products in intensely competitive and transforming markets. We believe our extensive technological knowledge and portfolio of intellectual property gives us a competitive advantage. We furthermore continually strive to improve the efficiency of our development processes through, among other things, strategic architecting, common platforms, and increased use of software and test tools.
SALES AND DISTRIBUTION
We maintain a worldwide sales force to provide ongoing global customer support and service. To support our partners in the enterprise market and their customers' needs, we have well-established, two-tiered distribution networks.
Our global channel network includes enterprise distributors, direct and indirect resellers, retailers, network and systems integrators, service providers, wireless carriers, and mass merchants.
Our global channel network resells our commercial headsets, voice, and video endpoint products and related solutions and services. As we evolve into new markets and product categories, we expect to build new go-to-market models that best serve our end user customers.
In addition, we have built a strong foundation of alliance partners, which allow existing and future distribution and reseller partners to sell into Microsoft, Zoom, Google, and other service provider environments. Our commercial distribution channel maintains an inventory of our products. Our distribution of specialty products includes retail, government programs, customer service, hospitality and healthcare professionals. Poly branded headsets are sold through retailers to corporate customers, small businesses, and individuals who use them for a variety of personal and professional purposes.
Our commercial distributors and retailers represent our first and second largest sales channels in terms of total net revenues, respectively. Two customers, Ingram Micro Group and ScanSource, accounted for 25.0% and 18.4%, respectively, of total net revenues in Fiscal Year 2022. Two customers, Ingram Micro Group and ScanSource, accounted for 19.3% and 19.0%, respectively, of total net revenues in Fiscal Year 2021. Two customers, ScanSource and Ingram Micro Group, accounted for 19.8% and 17.3%, respectively, of total net revenues in Fiscal Year 2020.
Some of our products may also be purchased directly from our website at www.poly.com.
We continue to evaluate our logistics processes and implement new strategies to further reduce our transportation costs and improve lead-times to customers. Currently, we have distribution centers in the following locations:
•Tijuana, Mexico, which provides logistics services for products shipped to customers in the U.S., Canada, and Latin America regions
•Laem Chabang, Thailand, which provides logistics services for products shipped to customers in the Asia Pacific region, excluding Mainland China
•Prague, Czech Republic, which provides logistics services for products shipped to customers in the Europe, Africa and Middle East regions
•Suzhou, China, which provides logistics services for products shipped to customers in Mainland China
•San Diego, United States, which provides logistics services for products shipped to customers in the Americas region
With respect to the above locations, Thailand and the Czech Republic are third-party distribution centers. We operate the distribution centers in Mexico, China and the U.S.
BACKLOG
As a result of the COVID-19 pandemic and resulting global shift to a hybrid work environment, we experienced an increase in demand and backlog, which was compounded by the effects of recent global supply-chain constraints. However, the backlog of unfulfilled orders is subject to rescheduling and in some cases may be subject to cancellation, especially as we manage through supply-chain constraints, including shortages in key components, such as semiconductor chips, and COVID-19.
MANUFACTURING AND SOURCES OF MATERIALS
Poly relies on our facility in Tijuana, Mexico and various original design and contract manufacturers in Asia to meet our manufacturing needs.
We source components for our products primarily from suppliers in Asia, Mexico, and the U.S., including semiconductor chips, electrical and mechanical components, and sub-assemblies. For most of our hardware products, we have existing alternate or
dual sources of supply or such sources are readily available. However, we do depend on sole sources for certain of our hardware products.
The combination of our manufacturing and distribution capabilities enables Poly to optimize labor and material costs, adapt to changing trade and tax considerations, strengthen the resilience of our supply chain, and enhance our ability to respond to customer needs.
For a further discussion of the business risks associated with our manufacturing and sources of materials see the risk titled, “Disruptions in our supply chain, including the inability of our own manufacturing facilities and those of our contract manufacturers, original design manufacturers, suppliers and sub-suppliers, to provide and/or timely deliver sufficient quantities of key component parts and/or finished products, has adversely impacted, and may continue to adversely impact, our ability to fulfill customer demand which, in turn, has and may continue to adversely impact our growth, business, reputation and financial condition” within “Item 1A. Risk Factors” and “Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.
INTELLECTUAL PROPERTY
We obtain patent protection for our technologies when we believe it is commercially appropriate. As of April 2, 2022, we had over 2,000 worldwide utility and design patents in force, expiring between calendar years 2022 and 2047.
We intend to continue to capture rights to our intellectual property by seeking patents on our inventions and protecting trademarks and other IP rights as appropriate. Success will depend, in part, on our ability to obtain patents and preserve other intellectual property rights covering function, manufacture, and design of our products before the U.S. Patent and Trademark Office and a variety of international jurisdictions. We own trademark registrations in the U.S. and in a number of other countries, as well as the names of many of our products and product features. We currently have pending and issued U.S. and foreign trademark applications in connection with our Poly brand name and certain new products and product features. We may seek copyright protection when and where we believe appropriate. We also own a number of domain name registrations and intend to seek more, as business needs require. We further endeavor to protect our trade secrets and other proprietary information through comprehensive security measures, including agreements with our employees, consultants, customers, and suppliers. See further discussion of our business risks associated with intellectual property under the risks titled “Our intellectual property rights could be infringed on by others” and “Patents, copyrights, trademarks, and trade secrets are owned by third parties that may make claims or commence litigation based on allegations of infringement or other violations of intellectual property rights” within “Item 1A. Risk Factors” in this Annual Report on Form 10-K.
GOVERNMENTAL REGULATIONS
As a public company with global operations, we are subject to various federal, state, local, and foreign laws and regulations that involve matters central to our business. These laws and regulations, which may differ among jurisdictions, include, among others, those related to financial and other disclosures, accounting standards, privacy and data protection, intellectual property, corporate governance, tax, government contracting, trade, antitrust, employment, immigration and travel, import/export, anti-corruption, consumer protection, national security, and environmental regulatory compliance. Many of these laws and regulations are still evolving and could be interpreted or applied in ways that could limit our business or require us to make certain fundamental and potentially detrimental changes to the products and services we offer. For example, the introduction of new products or services in our existing markets and the expansion of our business to other countries may subject us to additional laws and regulations, among others, resulting from the need to obtain additional licenses and approvals to conduct our businesses as envisioned. The processes by which regulatory approvals are obtained from the U.S. and foreign regulatory authorities to market and sell our products are complex, and may require a number of years, depending upon the type, complexity, and novelty of the product candidate, and involve the expenditure of substantial resources for research, development, and testing. Additionally, from time to time, we are also subject to a wide range of reporting requirements, certifications and compliance as prescribed by various federal and state governmental agencies. Expenditures relating to such regulations are made in the normal course of our business and are neither material nor place us at any competitive disadvantage. We do not currently expect that compliance with such laws will require us to make material additional expenditures, however, there is no assurance that existing or future laws and regulations applicable to our operations, products, and services will not have a material adverse effect on our business.
We are subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of
obtaining or retaining business. Violations of the Foreign Corrupt Practices Act or other anti-corruption laws or export control, customs, or economic sanctions laws may result in severe criminal or civil sanctions and penalties.
We also are subject to provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act intended to improve transparency and accountability concerning the supply of certain minerals originating from the conflict zones of the Democratic Republic of the Congo or adjoining countries. We incur costs to comply with the disclosure requirements of this law and other costs relating to the sourcing and availability of minerals used in our products.
We are also subject to laws and regulations governing data privacy in the U.S. and other jurisdictions, such as the General Data Protection Regulation (“GDPR”) in the European Union. Our customers can use certain of our product offerings that provide product management and analytics, such as Poly Lens, that collect, use, and store certain personally identifiable information (“PII”) regarding a variety of individuals in connection with their operations. National, state, and local governments and agencies in the countries in which we or our customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, transfer, processing, protection, and disclosure of PII obtained from individuals. Privacy and data protection laws are particularly stringent, and the costs of compliance with and other burdens imposed by such laws, regulations, and standards, or any alleged or actual violation, may limit the use and adoption of our products and services. Further, complying with privacy laws, regulations, and other obligations relating to privacy, data protection, and information security have caused and will continue to cause us to incur substantial operational costs and may require us to periodically modify our data handling practices. Moreover, compliance may impact demand for our offerings and force us to bear the burden of more onerous obligations in our contracts. Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability, and may otherwise impact our business, financial condition, and operating results.
Our operations also are subject to numerous stringent and complex laws and regulations governing health and safety aspects of our operations, or otherwise relating to human health and environmental protection. In addition to environmental and worker safety regulations, we are subject to regulation by numerous other governmental regulatory agencies, including the U.S. Department of Labor and other state, local, and international bodies regulating worker rights and labor conditions. In addition, we are subject to certain requirements to contribute to retirement funds or other benefit plans and laws in some jurisdictions in which we operate restrict our ability to dismiss employees. Failure to comply with these laws or regulations or to obtain or comply with permits may result in the assessment of administrative, civil and criminal penalties, imposition of remedial or corrective action requirements, and the imposition of injunctions to prohibit certain activities or force future compliance.
Also, we are subject to a variety of laws and regulations relating to import and export controls. Regulations limiting or banning sales from or into certain countries, including China, or to certain companies, have impacted our ability to transact business. These laws and regulations are complex and may change or develop over time, sometimes with limited notice. We may incur significant expenditures in future periods related to compliance, which could restrict our business operations. For example, we are subject to the regulations of the U.S. and certain other jurisdictions in selling or shipping our products and technology outside the U.S. and to foreign nationals, including tariffs, trade protection measures, import or export licensing requirements, sanctions, and other trade barriers, such as U.S. Export Administration regulations and “Entity List” restrictions imposed by the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce. In this regard, the U.S. government recently imposed significant new tariffs on China related to the importation of certain product categories following the U.S. Trade Representative’s Section 301 investigation. In addition, effective June 29, 2020, BIS tightened export controls with respect to goods, software, and technology, including increasing the licensing requirements and due diligence expectations that apply to trade with, China, Russia, and Venezuela, when “military end users” or “military end uses” are involved. This rule expands the scope of the licensing requirement by redefining “military end use” more broadly and by increasing the number of products subject to the restriction. In addition, the White House, the Department of Commerce, and other executive branch agencies have implemented additional restrictions and may implement still further restrictions that would affect conducting business with certain Chinese companies. We cannot predict whether these rules and restrictions will be implemented and acted upon by the Biden administration, or modified, overturned, or vacated by legal action. Although we continue to work with our vendors to mitigate our exposure to current or potential tariffs, there can be no assurance that we will be able to offset any increased costs.
The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activities that may impact the environment, and thus, any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position. See “Environmental, Social and Governance Matters” below for a description of the federal, state, local, and foreign environmental regulations to which we are subject.
For more information on risks related to the laws and regulations to which we are subject, see the relevant discussions throughout “Item 1A, Risk Factors” of this Annual Report on Form 10-K.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE MATTERS
We are committed to creating the right kind of long-term impact in the world, not just because it matters to our employees, our customers, and our investors, but because it is part of who we are as a company. We know we are part of a larger global community and make decisions as good stewards of the earth, its resources, and its people.
Our Corporate and Social Responsibility (“CSR”) strategy focuses on the Environmental, Social and Governance (“ESG”) issues that we believe will positively impact our stakeholders and wider society and drive value for our business. The strategy focuses on three key priorities: delivering low carbon solutions, keeping people safe and secure, and being a destination employer. These three pillars are underpinned by strong governance and supported by our deeply ingrained culture, values, and behaviors.
Environmental and Climate Change
We are subject to various federal, state, local, and foreign environmental laws and regulations, including those regulations that are administered by the Occupational Safety and Health Administration of the U.S. Department of Labor and the U.S. Environmental Protection Agency, and other regulations governing the use, discharge, and disposal of hazardous substances in the ordinary course of our manufacturing process. We believe that our current manufacturing and other operations comply, in all material respects, with applicable environmental laws and regulations. We are required to comply, and we believe we are currently in compliance, with the European Union and other Directives on the Restrictions of the use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) and on Waste Electrical and Electronic Equipment (“WEEE”) requirements. Additionally, we believe we are compliant with the RoHS initiatives in China and Korea; however, it is possible that future environmental legislation may be enacted, or current environmental legislation may be interpreted to create an environmental liability with respect to our facilities, operations, or products. Moreover, in the U.S., our products are regulated by California's Proposition 65, which requires that clear and reasonable warnings be given to consumers who are exposed to certain chemicals. See further discussion of our business risks associated with environmental legislation under the risk titled, “We are subject to environmental laws and regulations that expose us to a number of risks and could result in significant liabilities and costs” within “Item 1A. Risk Factors” of this Annual Report on Form 10-K.
We also recognize that climate change is a global emergency that requires urgent action, and we may be subject to new and future requirements relating to climate change laws and regulations. Our California corporate offices have historically experienced, and are projected to continue to experience, climate-related events including wildfires and air quality impacts, power shut-offs associated with wildfire prevention, drought and water scarcity, and warmer temperatures. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver products and services to our customers and cause us to incur substantial expense.
Our goal is to deliver absolute emissions reductions across Poly, our products, and for our customers. Our new Low Carbon strategy reflects our commitments to measuring, monitoring, and reducing emissions from both our direct (Scopes 1 and 2) and indirect (Scope 3) operations. We are reporting on our progress and performance in reducing energy use and operational carbon emissions, which has been third-party verified. Our goals for energy usage and direct operational emissions reduction targets are as follows: 100% renewable energy used across all global sites by 2030; Carbon neutral emissions for scopes 1 and 2 by 2035; and net zero carbon emissions for scope 3 by 2050.
We also are committed to sustainable product design and perform life-cycle assessments (LCA’s), which include detailed greenhouse gas (“GHG”) emissions profiles for each key stage of development on three of our most popular products. We align these assessments to best practice guidelines and standards including PAS 2050:2011, a publicly available specification that provides a recognized method for assessing the life cycle GHG emissions of products. We use the findings to identify emissions hotspots and improve design where possible.
COVID-19 has been a critical catalyst to changing working habits, and a massive accelerant to the digital transformation already reshaping the working world. It has transformed the way people communicate, dramatically reducing the need for travel in the process. Hundreds of thousands of customers, companies, and institutions around the world use Poly products to come together and collaborate as if they were in the same place. Not only does this save them time and money, but it drastically reduces their impacts on climate change from travel.
Human Capital Management
The future success of our company depends on our ability to engage, attract, hire, motivate, grow, retain, and further develop top talent, including highly skilled technical, management, sales, and marketing personnel. Competition for such talent is intense and the salary, benefits, and other costs to employ the right people may make it difficult to achieve our financial goals. Consequently, our management team, with the support of our Board of Directors (“Board”), have increased focus and efforts in this area, including efforts to raise our employees' ambitions and inspire them to do more and go further, striving to make Poly an inclusive, diverse, accessible, and safe workplace with opportunities for our employees to grow and develop in their careers, supported by contemporary working practices and strong compensation, benefits, and health and wellness programs.
As of April 2, 2022, we employed approximately 6,500 people worldwide, including approximately 2,700 manufacturing/direct labor employees at our manufacturing facility in Tijuana, Mexico. Our employees are based in 39 different countries around the world. Our global work forces consist of diverse, highly skilled talent at all levels. During Fiscal Year 2022, our turnover rate was approximately 26%1.
Inclusion, Diversity, Education and Awareness (IDEA)
We embrace different cultures and perspectives, believing in respect for all human beings. IDEA at Poly is at the very heart of who we are and what we do. We encourage everyone to speak up and constructively challenge and nurture a culture of sensitive curiosity where diverse perspectives are valued and encouraged.
We foster a culture of allyship and growth mindset and are united by our collective purpose and common set of organizational values that are core to our mission and culture. To do that, our employees must feel empowered to bring their authentic selves to work. We lead with inclusion and empower everyone to do their best work as their best selves, regardless of their sex, gender identity or expression, race, age, religious creed, national origin, physical or mental disability, ancestry, color, marital status, sexual orientation, military or veteran status, status as a victim of domestic violence, sexual assault or stalking, medical condition, accessibility needs, genetic information, or any other protected class or category recognized by individual countries laws.
Our employee resource groups (PRIDE, Women’s Leadership Group, Accessibility and Inclusion, Veterans, Parents & Caregivers, and Hue (our under-represented minorities community)) are a critical force within Poly. They tell our story through events and experiences, play a key role in our recruitment strategy, drive an inclusive culture, and ensure that diversity is front and center at Poly.
To help us drive change and make sure the initiatives we create resonate across the globe in every country in which we operate, we created our IDEA Council. This global team collaborates to learn, create, strategize, and make sure our diversity and inclusion programs hit the mark with our employees around the world. They are our ambassadors for all things inclusion and diversity and are our agents of change.
We monitor our progress. We are setting aspirational goals for our executives and functions around changing their demographics using data to drive change. Poly has an organization-wide focus to improve recruitment and retention of women and ethnic minorities. As of April 2, 2022, Poly had the following attributes:
| | | | | | | | |
| Female % | Minority % |
| Employees | 48% | 33%2 |
| Executives3 | 33% | 22% |
We believe in a purposeful culture and encourage our employees to support their passions in the workplace, including their desire to create a healthier planet. Our CSR committee helps to ensure we are doing our part as a company, and we provide our employees with time off to volunteer for causes that are important to them. As a product company, we design our products with environmental benefits in mind.
Health, Safety, and Wellness
1 Includes voluntary and involuntary terminations, but excludes manufacturing/direct labor employees in our facility in Tijuana, Mexico.
2 Percentage of U.S. Employees.
3 Executives are employees who report directly to the Chief Executive Officer.
The health, safety, and wellness of our employees is a priority in which we continue to invest. These investments and the prioritization of employee health, safety (both physical and psychological), and wellness continued to be of particular significance also in Fiscal Year 2022 in light of COVID-19. We provide our employees and their families with access to a variety of innovative, flexible, and convenient health and wellness programs. Program benefits are intended to provide protection and security, so employees can have peace of mind concerning events that may require time away from work or that may impact their financial well-being. Additionally, we provide programs to help support employee physical and mental health by providing tools and resources to help them improve or maintain their health status, encourage engagement in healthy behaviors, and offer choices where possible so they are customized to meet their needs and the needs of their families.
In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, in compliance with government regulations. This includes having the vast majority of our employees work from home whenever possible, while implementing additional safety measures for employees continuing critical on-site work. A number of employees critical to maintaining our essential engineering, manufacturing, repair, and logistics functions have continued to work from Poly locations globally. To protect and support our essential team members, we have implemented health and safety measures that included maximizing personal workspaces, changing shift schedules, providing personal protective equipment (PPE), and instituting mandatory screening before accessing buildings, including enhanced safety measures in our Tijuana manufacturing facility, which included those measures noted above, as well as providing COVID-19 vaccines to our employees and their immediate families, as well as other workers, at our manufacturing facility on a voluntary basis free of charge, on-premises medical staff, private bus transportation to and from the facility, routine temperature screenings, and increased sanitation measures.
Total Rewards
Our team is global, and we offer compelling global incentives to reinforce our leadership and performance-driven culture and attract and reward leading talent. We offer global competitive and meaningful total rewards programs that meet the diverse needs of our employees, while also reflecting local market practices.
Our total rewards approach is designed to deliver cash, equity, and benefit programs that are competitive with those offered by leading companies in the technology industry and reflect anticipated local market demands and evolving business needs. Other than the base salary program, all of our cash and equity programs are dependent upon the achievement of individual and company performance. In addition to competitive salaries and bonuses, we grant equity-based compensation to a significant portion of our employees. Equity serves as a key component in attracting, retaining, and motivating our employees. We also provide the opportunity for equity ownership through our employee stock purchase plan.
We provide market aligned benefits that include retirement planning, health care, parental leave, flexible paid time off, and appreciation events for employees. In addition, we offer benefits to support our employees’ physical and mental health by providing tools and resources in areas such as digital training programs to help people improve mental wellbeing, flexible fitness platforms for physical activity, and telehealth services. We also offer a support platform for maternity and family benefits and a caregiver solution providing support for families of children with learning, social, or behavioral challenges in selected locations.
We offer flexible work/life programs that embrace and engage our diverse population. We offer a unique peer to peer recognition program that reinforces our culture, values, leadership and operating principles.
Talent Development
We offer learning and development opportunities that enable our workforce to acquire and expand skills and knowledge and have a meaningful and fulfilling career. To help employees succeed in their current roles, we provide formal training programs and curriculums in addition to on-the-job training. Our learning and development portal provides our employees with valuable resources such as a comprehensive online learning management program with training and development tools on a broad range of topics and skills.
Governance
We are committed to strong governance systems and policies that ensure fair, transparent and efficient business practices. Our Board has tasked its Nominating and Corporate Governance Committee (“NCG”), along with senior leadership and support of the full Board, with oversight responsibility for our ESG strategy and related initiatives. The NCG periodically receives updates from management on, and reviews, significant ESG and other corporate social responsibility and sustainability initiatives,
policies and practices, and makes recommendations to the Board as appropriate. We also review and seek input from our investment community on their views on sustainability and ESG. The NCG's oversight responsibility also includes reviewing shareholder proposals, if any, received on ESG matters, and providing recommendations to the Board on the Company’s response to such proposals, as well as recommendations for processes that would be helpful for the Board in overseeing how the Company manages material ESG issues.
We have adopted a Code of Conduct with annual trainings and provisions related to global ethical behavior and compliance with applicable laws, human rights, sustainability, diversity and inclusion, anti-corruption and anti-bribery regulations, along with enforcement and other dimensions of ethical conduct. We offer our employees and others the opportunity to report violations on an anonymous basis through a third-party hosted hotline, and our Code of Conduct expressly provides for non-retaliation for good faith reporting. We expect Poly employees, officers, directors, and contractors, as well as everyone working on our behalf worldwide, to adhere to these standards.
We also are committed to responsible manufacturing of our products and responsible sourcing of materials. We require our suppliers to share in this commitment and have established the Supplier Code of Conduct, which outlines our expectations of Poly suppliers in conducting business in a legal, ethical, and responsible manner.
Information About Our Executive Officers
Set forth in the table below is certain information regarding the executive officers of the Company as of April 2, 2022:
| | | | | | | | | | | | | | |
| NAME | | AGE | | POSITION |
| David M. Shull | | 49 | | President, Chief Executive Officer and member of the Board of Directors |
| Charles D. Boynton | | 54 | | Executive Vice President, Chief Financial Officer |
| Lisa Bodensteiner | | 60 | | Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary |
| Carl J. Wiese | | 61 | | Executive Vice President, Chief Revenue Officer |
| Grant Hoffman | | 49 | | Executive Vice President, Chief Supply Chain Officer |
Mr. Shull joined the Company in September 2020 as President, Chief Executive Officer and a member of the Board of Directors. Prior to joining the Company, Mr. Shull served as President and Chief Executive Officer of TiVo Corporation, where he gained significant consumer hardware experience and reinvigorated the image of the TiVo brand through a new corporate narrative and a cutting-edge streaming product. Prior to leading TiVo, he served as Chief Executive Officer of The Weather Channel. Mr. Shull brings over 15 years of senior leadership experience in digital media, commercial marketing, operations, and telecommunications. He also brings extensive global experience in operational transformation, complex business partnerships, corporate development and capital markets. Prior to serving as Chief Executive Officer of The Weather Channel, he held various executive roles at DISH Network/EchoStar for 10 years, including Executive Vice President and Chief Commercial Officer, Senior Vice President, Programming/Content Acquisition, Senior Vice President and Managing Director, Asia Operations, and Vice President, International. Mr. Shull holds an A.B. from Harvard University and an M.B.A. from Oxford University.
Mr. Boynton joined the Company in 2019 as Executive Vice President, Chief Financial Officer. Prior to joining the Company, Mr. Boynton served as Executive Vice President and Chief Financial Officer of SunPower Corporation, a global energy company and provider of solar power solutions, from March 2012 to May 2018 and continued as an Executive Vice President until July 2018. Mr. Boynton also served as the Chairman and Chief Executive Officer of 8point3 General Partner LLC, the general partner of 8point3 Energy Partners LP, an affiliate of SunPower, from March 2015 to June 2018. He also served as SunPower’s Principal Accounting Officer from October 2016 to March 2018. In March 2012, Mr. Boynton served as SunPower’s Acting Chief Financial Officer and from June 2010 to March 2012 he served as SunPower’s Vice President, Finance and Corporate Development, where he drove strategic investments, joint ventures, mergers and acquisitions, field finance and financial planning and analysis. Before joining SunPower in June 2010, Mr. Boynton was the Chief Financial Officer for ServiceSource, LLC from April 2008 to June 2010. Earlier in his career, Mr. Boynton held key financial positions at Intelliden, Commerce One, Inc., Kraft Foods, Inc., and Grant Thornton, LLP. Mr. Boynton earned his master’s degree in business administration at the Kellogg School of Management at Northwestern University and holds a Bachelor of Science degree in Accounting from the Kelley School of Business at Indiana University Bloomington.
Ms. Bodensteiner joined the Company in October 2020 as Executive Vice President, Chief Legal Officer, Compliance Officer and Corporate Secretary. Prior to joining the Company, Ms. Bodensteiner was a Principal with MDAC, LLC, a family-owned real estate management and development firm, from June 2016 to October 2020. Ms. Bodensteiner also served as Executive
Vice President, General Counsel and Chief Compliance Officer at SunPower Corporation, a global energy company and provider of solar power solutions, from June 2012 to May 2016. Before joining SunPower, Ms. Bodensteiner joined First Solar after its purchase of project development assets from OptiSolar Inc. where she was also on the leadership team, from October 2007 to April 2009. At First Solar, she was Vice President, Business Development and General Counsel, Project Development from October 2009 to June 2012. She also served as Executive Vice President, General Counsel, Secretary and Chief Compliance Officer at Calpine Corporation from February 1996 to April 2006. Ms. Bodensteiner holds a Juris Doctor degree from Santa Clara University School of Law and a Bachelor of Science in Business Administration in Accounting from the University of Nevada.
Mr. Wiese joined the Company in January 2020 as Executive Vice President, Chief Revenue Officer. Prior to joining the Company, Mr. Wiese served as the President of Global Sales and Service of Blackberry Limited, a smartphone hardware and service provider, from 2015 until March 2019. While at Blackberry, Mr. Wiese was responsible for leading the company’s enterprise software business. Prior to that, Mr. Wiese held two positions at Cisco Systems, Inc., a provider of telecommunications equipment and services, serving as its Vice President, Advanced Technology Sales, North America from 2002 through 2009, and then as its Senior Vice President World Wide Collaboration Sales, from 2011 until 2014. Earlier in his career, Mr. Wiese has also held key positions at Apple, Avaya, Lucent Technologies Inc. and Texas Instruments. He holds a Bachelor of Science degree in business from the Spears School of Business at Oklahoma State University.
Mr. Hoffman joined the Company in January 2021 as Executive Vice President, Chief Supply Chain Officer. Prior to joining the Company, Mr. Hoffman served as Vice President of Supply Chain for Lenovo's Mobile Phone business unit from June 2016 to December 2020. Before joining Lenovo, Mr. Hoffman held positions of increased responsibility at Motorola, Google, Continental Automotive Group and Del Monte Foods. Mr. Hoffman holds a masters degree in business administration and Bachelor of Science degree in Business Management from Northern Illinois University.
Executive officers serve at the discretion of the Board. There are no family relationships between any of the directors and executive officers of the Company.
ITEM 1A. RISK FACTORS
Risk Factors Summary
The following is a summary of the material risks and uncertainties we have identified, which should be read in conjunction with the more detailed description of each risk factor contained below.
1. Risks Related to Operations
• Disruptions in our supply chain, including the inability of our own manufacturing facilities and those of our contract manufacturers, original design manufacturers, suppliers and sub-suppliers, to provide and/or timely deliver sufficient quantities of key component parts and/or finished products, has adversely impacted, and may continue to adversely impact, our ability to fulfill customer demand which, in turn, has and may continue to adversely impact our growth, business, reputation and financial condition.
•COVID-19 has had, and may continue to have, a significant impact on our business and results of operations.
• We face risks related to our dependence on channel partners and strategic partners to sell our products.
• Failure to adequately service and support our product offerings, or a decline in demand for our service offerings, could harm our results of operations.
•Changes in our management may cause uncertainty in, or be disruptive to, our business, certain of our directors and management team members have been with us in those capacities for only a short time.
•Business interruptions due to manmade or natural disasters, or other significant disruptions in, or breaches in security of, our products, our website or information technology systems, including breaches of technology systems of our third-party suppliers, could adversely affect our business operations.
• Our ability to process purchase orders and ship products in a timely manner depends on our IT systems and performance of the systems and processes of third parties such as our suppliers, manufacturers, customers or other partners, as well as the interfaces between our systems and the systems of such third parties.
2. Risks Related to Strategic Initiatives
• Our failure to properly develop and manage strategic initiatives may adversely affect our financial position and results of operations.
•Competition in each of our markets is strong, and our inability to compete effectively could significantly harm our business and results of operations.
•Failure to successfully navigate the challenges associated with developing, introducing, and marketing our products could adversely impact our financial results.
• Our failure to effectively enhance and develop our sales strategy and sales force, may harm our revenues and financial outcomes as a result.
3. Risks Related to Our Regulatory and Litigation Environment
•Delays or loss of government contracts or failure to obtain or maintain required government certifications could have a material adverse effect on our business.
•We are subject to a variety of laws and regulations relating to the import and export of our product and service offerings. Any failure to comply with such regulations could result in governmental enforcement actions, fines, penalties, or other remedies, which could have a material adverse effect on our business, results of operations, and financial condition.
•Critical accounting estimates involve the use of judgements and if actual results vary from our estimates or assumptions underlying such estimates, our financial results could be negatively affected.
•We are regularly subject to a wide variety of litigation, including commercial and employment litigation, allegation of patent infringement, as well as claims related to alleged defects in the design and use of our products.
• We are subject to other legal and compliance risks that could have a material impact on our business.
4. Risks Related to Our Global Presence
•We operate in multiple tax jurisdictions globally. Our corporate tax rate may increase or we may incur additional tax liabilities, and/or changes in applicable tax regulations and resolutions of tax disputes could negatively impact our cash flow, financial condition, and results of operations.
•We are exposed to differences and frequent fluctuations in foreign currency exchange rates, which may adversely affect our revenues, gross profit, and profitability.
•We are exposed to the impact of macroeconomic and geopolitical trends and events, including the effects of inflation. In late February 2022, existing geopolitical tensions increased dramatically following Russia's military action against Ukraine. Following Russia’s actions, various countries, including the United States, Canada, the United Kingdom, Germany, and France, as well as the European Union, issued broad ranging economic sanctions against Russia, including the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and
oligarchs, and the freezing of Russian assets. Russia’s invasion, the responses of countries and political bodies to Russia’s actions, continuing or increased sanctioning efforts, and the potential for wider conflict could have a material adverse effect on Poly’s supply chain and may result in a higher cost of freight and a reduction in the sales of services and products in Russia and Eastern Europe.
5. Risks Related to Our Capital Structure
•Our operating results are difficult to predict, they could fluctuate, and our stock price could become more volatile and your investment could lose value.
•Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes and our other debt instruments.
6. Risks Related to Our Merger with HP
•The consummation of the Merger with HP is contingent upon the satisfaction of a number of conditions, including stockholder and regulatory approvals, that may be outside of our or HP’s control and that we and HP may be unable to satisfy or obtain or that may delay the consummation of the Merger or cause the parties to abandon the Merger.
•While the Merger is pending, we are subject to business uncertainties and contractual restrictions that could harm our financial condition, operating results, and business.
•Uncertainty about the Merger may adversely affect relationships with our customers, suppliers and employees, whether or not the Merger is completed.
•As a result of the Merger, our current and prospective employees could experience uncertainty about their future with us. As a result, key employees may depart because of issues relating to such uncertainty or a desire not to remain with HP following the completion of the Merger.
•Litigation has arisen, and more could arise, in connection with the Merger, which could be costly, prevent consummation of the Merger, divert management’s attention and otherwise materially harm our business.
•The ability to complete the Merger is subject to the receipt of consents and approvals from government entities, which may impose conditions that could have an adverse effect on us or could cause either party to abandon the Merger.
Risk Factors
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT DECISION. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS THAT WE ARE NOT PRESENTLY AWARE OF OR THAT WE CURRENTLY BELIEVE ARE IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. OUR BUSINESS COULD BE MATERIALLY HARMED BY ANY OR ALL OF THESE RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE SIGNIFICANTLY DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. IN ASSESSING THESE RISKS, YOU SHOULD ALSO REFER TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS ANNUAL REPORT ON FORM 10-K, INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES.
1.Disruptions in our supply chain, including the inability of our own manufacturing facilities and those of our contract manufacturers, original design manufacturers, suppliers and sub-suppliers, to provide and/or timely deliver sufficient quantities of key component parts and/or finished products, has adversely impacted, and may continue to adversely impact, our ability to fulfill customer demand which, in turn, has and may continue to adversely impact our growth, business, reputation, and financial condition.
We depend on manufacturing operations conducted in our own facility in Tijuana, Mexico and through contract manufacturers, original design manufacturers, and suppliers to provide key component parts and/or manufacture and deliver finished products. Although we have contracts with certain contract manufacturers, original design manufactures, and suppliers, we also source components direct from suppliers and distributors. We depend on these relationships and parties to timely obtain sufficient quantities of component materials as well as finished products of acceptable quality, at acceptable prices, and in the quantities necessary for us to meet critical schedules for the delivery of our own products and services and to fulfill our anticipated customer demand. The Company and our contract manufacturers and original design manufacturers procure materials, components and sub-components from a long and often complex chains of sub-suppliers to assemble them into finished products. Given the wide variety of solutions that we offer, the large and diverse distribution of our manufacturers and suppliers, and the long lead times required to manufacture, assemble and deliver certain products, problems could arise in production, planning and inventory management that could seriously harm our business. For example, there has been a worldwide shortage of semiconductor, memory and other electronic components affecting many industries, from automotive to technology providers. This shortage has impacted us significantly and has caused us to experience extended lead times (in some cases over 52 weeks) which is anticipated to continue. Extended lead times and decreased availability of key components has caused a significant disruption to our production schedule and has had, and we expect to continue to have, an adverse effect on our financial condition or results of operations. We do not have any
guarantees of supply from our third-party suppliers, and in certain cases we have limited contractual arrangements or are relying on standard purchase orders or on component parts available on the open market, which has resulted in increased costs combined with reduced availability. Continued delay in our ability to produce and deliver our products could cause our customers to purchase alternative products from our competitors. Also, long-term supply and maintenance obligations to customers increase the duration for which specific components are required, which may further increase the risk of component shortages or increase the cost of carrying inventory. If component shortages continue, we will continue to experience supply interruption and/or may incur significant price increases from these suppliers.
Additionally, rapid increases in production levels to meet product demand, whether or not forecasted, has resulted and could in the future result in shipment delays, higher costs for materials and components, increased expenditures for freight to expedite delivery of required materials, late delivery penalties, and higher overtime costs and other expenses, which have negatively impacted our revenues, reduced our profit margins, and potentially harmed relationships with affected customers. Although historically, we have generally been able to secure additional supply or take other actions to mitigate supply disruptions, as the impact of the global shortages in key components, including semiconductors, impacts many industries worldwide, and particularly our supply chain, we could experience a material adverse effect on our business, results of operations, and financial condition for an extended period of time. In addition, in order to secure such necessary components, we have and may continue to purchase them from brokers in the open market at prices that are higher than those available from our normal vendors. If constraints were to occur in existing or future product lines, our ability to meet demand and our corresponding ability to sell affected products may be materially reduced. Moreover, our failure to timely deliver desirable products to meet demand may harm relationships with our customers. Further, if production is increased rapidly, manufacturing yields may decrease, which may also reduce our revenues or margins.
Additionally, although we use standard parts in many of our products, we are dependent on certain sole source and limited source suppliers. We currently purchase certain integrated circuits from single or limited sources which, combined with extended lead times, makes us further susceptible to shortages, quality issues or price fluctuations in our supply chain. Suppliers may choose not to renew their contracts with the Company or to discontinue supplying materials and components or finished products to us for a variety of reasons, including conflicting demands from their other customers, availability, price, and discontinuing production of such product. As our contract manufacturers acquire components on our behalf our direct purchases from original design manufacturers are reduced, in turn, reducing our influence in securing necessary quantities of supply. A lack of viable alternative sources of materials and components or the high development costs associated with existing and emerging wireless and other technologies may require us to work with a single source of supply for certain components. Additionally, with consolidation occurring with certain suppliers, there are also fewer sources for components available to us. This consolidation can negatively impact our ability to access certain parts and at reasonable prices, which impact our gross margin. Companies may elect not to continue their business relationship with us for reasons beyond our control, or may experience disruptions, impose price increases, or go out of business, any of which could negatively impact our ability to sell our products.
Additionally, in order to secure the quantities of supplies needed to meet customer demand, in some instances we have been required to increase purchase commitments and/or enter into longer-term contractual commitments. Increases in our purchase commitments and/or multi-year contractual arrangements to shorten lead times and or increase component or finished goods supply could also lead to excess and obsolete inventory charges if the demand for our products is less than our expectations. If we fail to anticipate customer demand properly, an oversupply of parts and finished goods could result in excess or obsolete inventory that could also adversely affect our gross margins.
Our inventory management systems and supply chain visibility tools may not enable us to accurately forecast and manage the supply of our products and components. If we determine that we have excess supply, we may have to reduce prices or write down inventory. Alternatively, insufficient supply levels may lead to a shortage of products to sell and less revenue.
We have significant reliance upon our manufacturing facility in Tijuana, Mexico which may cause disruption to the supply chain and change established supply chain relationships. We believe that a flexible supply chain allows us to effectively respond to customer demands, but it also requires continuous improvement efforts involving management, production employees, and suppliers. In addition, we have identified opportunities to migrate to less manual, more sophisticated assembly techniques, which may require a significant amount of capital investment and take time to implement. If we are unable to consistently and timely execute on our supply chain strategies, our ability to respond to customer demand timely may be harmed which, in turn, would have a negative impact on our financial results.
Moreover, our ongoing efforts to optimize the efficiency of our supply chain could cause supply disruptions and be more expensive, time-consuming and resource-intensive than expected. Given these component shortages, supply interruption and/or significant price increase from these suppliers may occur. In addition, we may not be able to develop alternate or second sources in a timely manner. It is time consuming and costly to qualify parties into our supply chain, which if we fail
to manage could cause delays, quality control issues, and disruption in our manufacturing. With more suppliers and locations to manage in our supply chain the complexity increases. If we are unable to buy these components in quantities sufficient to meet our requirements on a timely basis, we will not be able to deliver products and services to our customers, which would seriously affect present and future sales, and would, in turn, adversely affect our business, financial condition, and results of operations. Moreover, the loss of a source of supply, or lack of sufficient availability of key components, could require that we locate an alternate source or redesign our products, either of which could result in business interruption and increased costs and could negatively affect our product gross margin and results of operations.
A portion of the materials and components used in our products are provided by our suppliers on consignment. As such, we do not take title to, or risk of loss of, these materials and components until they are consumed in the production process. Our consignment agreements generally allow us to return parts in excess of maximum order quantities at the suppliers’ expense. Returns for other reasons are negotiated with suppliers on a case-by-case basis and are generally immaterial. If we are required or choose to purchase all or a material portion of the consigned materials and components or if a material number of our suppliers refuse to accept orders on consignment, our inventory turn rate may decline or we could incur material unanticipated expenses, including write-downs for excess and obsolete inventory.
We have experienced and expect to continue to experience volatility in prices from our suppliers, particularly in light of price fluctuations for integrated circuits, plastics, oil, gold, copper, and other materials and components in the U.S. and around the world, which could negatively affect our profitability or market share. We have recently implemented price increases on certain products to pass some of the cost increases to our customers. If we are unable to do so in the future, or if we cannot achieve operating efficiencies that offset further increases, our business, financial condition, and results of operations may be materially negatively affected.
2.COVID-19 has had, and may continue to have, a significant impact on our business and results of operations.
a.The full and long-term effects of the global COVID-19 pandemic on our business depend on future events that continue to be highly uncertain and cannot be predicted.
The novel strain of COVID-19 identified in late 2019 has spread globally and had a mixed effect and could in the future continue to have a mixed or adverse effect on our business, operations and financial condition.
The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, on-site work restrictions, and shutdowns. These restrictions have led to a massive increase in remote work.
As companies continued to shift from in-office to work-from-home arrangements, we experienced elevated demand for certain Enterprise Headsets and Video devices, which support these arrangements, and a decline in demand for our Voice products and associated services, which support enterprise in-office work. The acceleration in customer and partner demand for our products that support remote work, remote learning, and telemedicine opportunities have led to increased sales and operating income. We expect the trend in these areas to continue. Such increased demand also has led, and may continue to lead, to increased competition, particularly in our headset and video categories. The full extent of the impact of the pandemic on our business and on our operational and financial performance and condition remains uncertain and will depend on many factors over which we have no control, including the length of the pandemic, government, business and individuals actions, the impact on global economic activity, variant strains, the availability of vaccines, and whether a hybrid work model will be adopted and maintained by businesses and customers over the long-term.
b. COVID-19 has caused supply chain issues, including a shortage of adequate component supply and manufacturing capacity and long lead times for raw materials and components. This has caused, and may continue to cause, a disruption in our supply chain, increased costs, increased purchase commitments and a delay in our ability to fulfill orders, which has had, and may continue to have, an adverse impact on our business and operating results.
From the initial outbreak of the virus and its spread globally, we have experienced disruptions and higher costs in our manufacturing, supply chain and logistics operations, and in some cases, increased sell-through, resulting in shortages of our products in our distribution channels and loss of market share and opportunities.
Manufacturing capacity, including much longer than usual lead times, and component supply constraints have caused, and could continue to cause, significant issues for us. As a result of COVID-19, our component suppliers are at capacity and are under pressure to allocate components and production to certain customers for business, regulatory or political reasons, including customers who are outside of our industry, such as the automotive industry, and/or
customers within the telecommunications industry who are much larger than us. In addition, based on this extraordinary demand for the same components, we have experienced and may continue to experience, increases in pricing as a condition of supply or worse, de-commits of supply.
Although we continue to work with our supply chain and dual source partners to take the necessary steps to mitigate disruption of supply, there can be no assurance that the ongoing disruptions due to COVID-19 will be resolved in the near term, which would negatively affect present and future sales, and would, in turn, adversely affect our business, financial condition, and results of operation. See Risk Factor 1 above entitled "Disruptions in our supply chain, including the inability of our own manufacturing facilities and those of our contract manufacturers, original design manufacturers, suppliers and sub-suppliers, to provide and/or timely deliver sufficient quantities of key component parts and/or finished products, has adversely impacted, and may continue to adversely impact, our ability to fulfill customer demand which, in turn, has and may continue to adversely impact our growth, business, reputation and financial condition" for more information.
c. Our future growth will depend on our diversified product and services offerings, and if we do not successfully execute on our growth opportunities, our operating results could be adversely affected.
COVID-19 has forced businesses around the world to shift their employees to remote work. As a result, we believe that businesses are moving to permanent remote work for some or all of their workforce. Due to this changing work environment, we are attempting to diversify our product category portfolio and focus more of our attention on hybrid work-related products, including new products in our headsets category which continue to include our noise cancellation in addition to other advanced artificial intelligence and machine learning features, and our new professional-grade personal video tools to meet the needs of remote workers and IT administrators configuring solutions for a variety of applications. Our operating results depend on our ability to develop and introduce new products and services into existing and emerging markets, including telehealth and tele-education verticals. While we are taking actions to develop new and/or increase the manufacturing of our existing collaboration tools that enable both in office and remote work, our failure to timely accommodate this rapidly shifting market demand, and/or failure of customers to purchase and/or renew our offerings, could negatively impact our financial results.
The COVID-19 pandemic may also result in both unpredictable short-term and long-term changes in customer needs for our products and services in various sectors, along with IT-related capital spending reductions, or shifts in spending focus, which could materially adversely affect us if we are unable to adjust our product and service offerings to match customer needs. The process of developing new technology is complex and uncertain, and if we fail to accurately predict customers’ changing needs and emerging technological trends, then our business could be harmed. We must commit significant resources, including the investments we have been making in our strategic priorities to developing new products and services, before knowing whether our investments will result in products and services the market will accept. In particular, if our model of the evolution of hybrid working and focus on the professional customer does not emerge as we believe it will, or if the industry does not evolve as we believe it will, or if our strategy for addressing this evolution is not successful, many of our strategic initiatives and investments may not meet our expectations. In addition, our business could be adversely affected in periods surrounding our new product introductions if customers delay purchasing decisions to qualify or otherwise evaluate the new product offerings. There can be no assurance that we will successfully identify new product and services opportunities, develop and bring new products and services to market in a timely manner, or achieve market acceptance of our products and services or that products, services and technologies developed by others will not render our products, services or technologies obsolete or noncompetitive.
As we expand into new product and service categories and/or go-to- market strategies in pursuit of growth, we will have to continue to build relationships with our existing channel partners, or may have to build relationships with new channel partners and/or directly with suppliers and manufacturers and adapt to evolving or new distribution and marketing models. These partners, suppliers, practices and models may require significant management attention and operational resources and may affect our accounting, including revenue recognition, gross margins, and the ability to make comparisons from period to period. If we are unable to maintain and/or build successful distribution channels or successfully market our products and services in these new categories, we may not be able to take advantage of the growth opportunities, and our business and our ability to grow our business could be adversely affected.
Additionally, customer demand for our product categories tends to be less predictable and tends to vary more across geographic markets. As a result, we may face higher up-front investments, inventory costs associated with attempting to anticipate customer preferences, and increased inventory write-offs.
d. COVID-19 has caused and may continue to cause unanticipated fluctuations in our gross margins, which can result in unanticipated fluctuations in our operating results.
Our gross margins can vary due to customer demand, competition, product pricing, product lifecycle, product mix, new product introductions, unit volumes, acquisitions and divestitures, commodity, supply chain and logistics costs, capacity utilization, geographic sales mix, currency exchange rates, trade policy and tariffs, and the complexity and functionality of new product innovations and other factors. If we are not able to introduce new products in a timely manner at the product cost we expect, or if customer demand for our products is less than we anticipate, or if there are product pricing, marketing and other initiatives by our competitors to which we need to react or that are initiated by us to drive sales that lower our margins, then our overall gross margin will be less than we project.
Moreover, growth in the hybrid work environment is likely to create greater pressures on us and our suppliers to accurately project overall and specific product categories of component and product demand and to establish optimal levels and manufacturing capacity. If we are unable to secure enough components and/or finished products at reasonable prices or of acceptable quality to build new products in a timely manner in the quantities or configurations needed, our revenue and gross margins could suffer until other sources can be developed.
In addition, our gross margins vary significantly by product line, sales geography and customer type, as well as within product lines. When the mix of products sold shifts from higher margin product lines to lower margin product lines, to lower margin sales geographies, or to lower margin products within product lines, our overall gross margins and our profitability may be adversely affected. In particular, early in this fiscal year we experienced increased demand for our headset products, which typically carry lower gross margins, and downward pressure on the sales of our audio and video solutions, which typically are used in office environments and carry higher gross margins. A continuation of the movement towards remote and/or flexible work practices could, over time, further erode the overall demand for office equipment and further erode sales of our Enterprise voice and video product lines, continuing downward margin pressure.
Moreover, as we expand within and into new product categories, our products in those categories may have lower gross margins than in our traditional product categories. If we are unable to offset these potentially lower margins by enhancing the margins in our more traditional product categories, our profitability may be adversely affected.
As our manufacturing is in Asia and Mexico and distributors located globally, we rely upon logistics providers to transport goods around the world. As supply chains have become more constrained, the need to expedite shipments to manufacturing facilities and customers has increased. Further, we continue to experience higher transportation and fuel costs which has resulted in decreased margins and may result in the future in increased inventory and further margin decline, which would adversely affect our results of operations and financial condition.
Changes in trade policy, including tariffs and the tariffs focused on China in particular, and currency exchange rates also have adverse impacts on our gross margins. The COVID-19 pandemic is putting pressure on our gross margins as well as causing us to face uncertain product demand and incur increased air freight and other costs to fulfill sell through demand, replenish channel inventory, and maintain market share.
The impact of these factors on gross margins can create unanticipated fluctuations in our operating results, which may cause volatility in the price of our stock.
e. We face risks related to COVID-19 related to our offices worldwide and our manufacturing facility in Mexico, which could significantly disrupt our operations.
In light of the uncertain and rapidly evolving situation relating to the spread of this virus and various government restrictions and guidelines, we have taken measures intended to mitigate the spread of the virus and minimize the risk to our employees and their families, channel partners, end-customers, and the communities in which we operate. Such measures included transitioning our in-office employee population to work remotely from home, adhering to public safety and shelter in place directives, physical distancing protocols within offices and manufacturing facilities for our essential workers, providing personal protective equipment, including face masks and hand sanitizers, conducting routine sanitation of facilities, requiring health monitoring before entry into Poly facilities and restricting the number of visitors to our sites. This has led to some operational, cybersecurity and other risks and cost that could have an adverse impact on the company’s results from operations. Our management team and employees have and continue to plan for and mitigate operational challenges and risks associated with COVID-19, shifting some of our focus from normal business, strategic planning, and other initiatives.
Although we continue to monitor the situation, precautionary measures that we have adopted could negatively affect our customer success efforts, sales and marketing efforts, delay and lengthen our sales cycles, and create operational or
other challenges, any of which could harm our business and results of operations. In addition, COVID-19 may disrupt the operations of our end-customers and channel partners for an indefinite period of time, including as a result of travel restrictions and/or business shutdowns, all of which could negatively impact our business and results of operations, including cash flows.
Further, disruptive activities from COVID-19 have caused (in April 2020), and may in the future cause, temporary closure of our manufacturing facility in Tijuana, Mexico. The extent to which COVID-19 may impact our operations at this facility in the future remains highly uncertain and cannot be predicted. As the COVID-19 vaccine is not readily available in Mexico, our production personnel are at heightened risk and if an outbreak of the virus occurs at this facility, we may be forced to shut down our operations, which would result in significant disruption in our supply chain and results of operations.
3. Our failure to properly develop and manage strategic initiatives may adversely affect our financial position and results of operations.
We operate in a rapidly evolving market. To continue focus on growing our business, we have identified strategic initiatives designed to expand our product and service offerings and target growth opportunities in various horizontal and vertical markets. Our success in managing these growth objectives will depend to a significant degree on our ability to: implement our business model and strategy and adapt and modify them as needed; increase awareness of our brand name, protect our reputation and develop customer loyalty; anticipate with any degree of certainty the behavioral and operational changes of our customers that have a significant impact on our business from time to time as they respond to evolving social, economic, regulatory and political changes; effectively manage our expanding operations and service offerings, including the integration of any acquisitions; maintain adequate control of our expenses; rely on our channel partners to align with our strategic objectives; adequately and efficiently operate, maintain, upgrade and develop our website and the other platforms and equipment we utilize in providing our services; improve and develop financial and management information systems, controls and procedures; attract, retain and motivate qualified personnel; and anticipate and adapt to changing conditions in the human resource, online and other markets in which we operate as well as the impact of any changes in government regulation, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.
Additionally, as part of our business strategy, if we are presented with appropriate opportunities, we may acquire or invest in businesses or assets to add complementary companies, products, and technologies, and specialized employees, as well as make investments in, and/or form strategic partnership alliances with, other companies in furtherance of our strategic objectives. Our ability to acquire and successfully integrate companies, products, and technologies in the past has been challenging, particularly our Acquisition of Polycom in 2018. Although the acquisition resulted in the achievement of certain benefits, including acceleration and expansion of our market opportunities, creation of a broader portfolio of communications and collaboration endpoints, and significant expansion of services offerings, the Acquisition also has presented certain challenges, including our inability to timely and efficiently integrate network infrastructures including pricing and ordering systems, which impacted the timing and processing of orders with suppliers, vendors, customers and end users. In addition, the Acquisition has had, and may continue to have, negative effects on the price of our common stock, particularly in light of the amount of debt incurred and the significant number of shares of our stock issued in the transaction. Moreover, we have experienced system implementations challenges and redundant operations in various countries, increasing our compliance costs, and may continue to experience additional and unforeseen expenses and working capital requirements as a result of the Acquisition.
Future acquisitions and investments may not achieve our goals, and could be viewed negatively by our customers, partners, or investors. In addition, such acquisitions, investments and/or partnerships may expose us to risks associated with unforeseen or hidden liabilities, risks that acquired or invested companies will not achieve anticipated performance levels, diversion of management attention and resources from our existing business or other priorities and budget limitations, difficulty in integrating the acquired businesses with our existing operational infrastructure, inability to generate sufficient revenues to offset the costs and expenses of acquisitions or investments, the length of development, and increased competition, all of which could adversely affect our financial condition and results of operations.
In addition, following completion of an acquisition or investment, our management and resources may be diverted from their core business activities due to the integration process, which diversion may harm the effective management of our business. Any difficulties encountered in the acquisition or investment and integration process may have an adverse effect on our ability to manage our business and harm our results of operations and financial condition. If a financial or strategic investment is unsuccessful, we may lose the value of our investment, which could have a material adverse effect on our financial condition and results of operations. Moreover, if we fail to successfully close transactions, integrate new teams, or integrate the products, technologies or other solutions associated with these transactions into our company, our business
could be seriously harmed. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or use the acquired products, technology, and personnel, or accurately forecast the financial impact of an acquisition, investment and/or partnership transaction, including accounting charges. We may have to pay cash, incur debt, or issue equity securities to pay for any acquisition or investment, any of which could seriously harm our business. Selling or issuing equity to finance or carry out any such acquisition or investment would also dilute our existing stockholders. Incurring debt would increase our fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.
In addition, members of the new U.S. administration and Congress have proposed new legislation that could limit, hinder, or delay the acquisition process and target opportunities. If we are unable to consummate key acquisition transactions essential to our corporate strategy, it may limit our ability to grow or compete effectively and our business may be seriously harmed.
Additionally, as we focus on growth opportunities, we continue to review our product portfolio and address our non-strategic product categories and products through various options including divestiture and cessation of operations like the sale of our consumer gaming assets. If we are unable to execute divestitures on favorable terms or if realignment is costlier or more distracting than we expect or has a negative effect on our organization, employees and retention, then our business and operating results may be adversely affected. Discontinuing products with service components may also cause us to continue to incur expenses to maintain services within the product life cycle or to adversely affect our customer and consumer relationships and brand. Divestitures may also involve warranties, indemnification or covenants that could restrict our business or result in litigation, additional expenses or liabilities. In addition, discontinuing product categories, even categories that we consider non-strategic, reduces the size and diversification of our business and causes us to be more dependent on a smaller number of product categories.
4. Competition in each of our markets is strong, and our inability to compete effectively could significantly harm our business and results of operations.
We face strong competition in all of the markets worldwide for our products, solutions and services. Market leadership changes may occur as a result of numerous factors, including new product and technology introductions, new market participants, pricing pressure on average selling prices and sales terms and conditions, and related to product performance and functionality. For a further description of our competitors and the markets in which we compete, see Item 1, Business, in this Form 10-K.
Our competitive landscape continues to rapidly evolve as the industry moves into new markets for collaboration such as mobile, browser-based, and cloud-delivered collaboration offerings. Competitors in these markets also continue to develop and introduce new technologies, sometimes proprietary or closed architectures, which may block or limit our ability to compete in certain markets. Many of our competitors are larger, offer broader product lines, may integrate their products and solutions with communications solutions, devices, and adapters manufactured or provided by them or others, offer products or solutions incompatible with our products, have established market positions, and have substantially greater financial, marketing, and other resources; all of which may increase pressure to reduce our pricing, increase our spending on sales and marketing, or both, which would correspondingly have a negative impact on our revenues and operating margins.
We may not be able to compete successfully against our current or future competitors. We expect our competitors to continue to improve the performance of their current products and to introduce new products or new technologies that provide improved performance. New product introductions by our current or future competitors, or our delay in bringing new products to market, could cause a significant decline in sales or loss of market acceptance of our products. We believe that ongoing competitive pressure may result in a reduction in the prices of our products and our competitors’ products. In addition, the introduction of additional lower priced competitive products or of new products or product platforms could render our existing products or technologies obsolete. We also believe we will face increasing competition from alternative UC&C endpoint solutions that employ new technologies or new combinations of technologies.
Simplification of certain product technology is leading to the availability of alternative, lower cost competitive products targeted to enterprises, consumers and small businesses, which could harm sales. If we do not distinguish our products, through distinctive, technologically advanced features and designs, as well as continue to build and strengthen our brand recognition, our products may become more difficult to sell or to sell at the desired prices and financial margins. In addition, failure to effectively market our products could lead to lower and more volatile revenue and earnings, excess inventory, and the inability to recover associated development costs, any of which could have a negative impact on our business, financial condition, results of operations, and cash flows.
We also face competition from companies, principally located in or originating from Asia, which may be state-owned or subsidized which enables such competitors to offer low-cost products, including products modeled on, direct copies of, or counterfeits of, our products. Online marketplaces make it easier for disreputable and fraudulent sellers to introduce their copies or counterfeit products into the stream of commerce by commingling legitimate products with copies and counterfeits; thereby making it extremely difficult to track and remove copies and counterfeits. The introduction of low-cost alternatives, copies and counterfeits has resulted in and will continue to cause market pricing pressure, customer dissatisfaction and harm to our reputation and brand name. If product prices are substantially reduced by new or existing market participants, our business, financial condition, or results of operations could be materially negatively affected.
Additionally, strategic partnerships and acquisitions are being formed and announced by our competitors on a regular basis, which increases competition and can result in increased downward pressure on our product prices. As a result, competition with larger combined companies with significantly greater financial, sales and marketing resources, a larger channel network and expanded product lines is a constant threat to our market share and revenues. Competitors can sell their communications solutions product lines in conjunction with proprietary network equipment or platform technology as a complete solution, making it more difficult to compete against them or to ascertain pricing on competitive products. In addition, some competitors may use their strengths in adjacent markets to foreclose competition in the UC&C solutions market. In some cases, proprietary solutions may also preclude our competitive products from being fully interoperable with our competitors' endpoints, infrastructure and/or network products. Acquisitions or partnerships made by one of our strategic partners could also limit the potential contribution of our strategic relationships to our business and restrict our ability to form strategic relationships with these companies in the future and, as a result, harm our business. Rumored or actual consolidation of our partners and competitors may cause uncertainty and disruption to our business and can cause our stock price to fluctuate.
5. Failure to successfully navigate the challenges associated with developing, introducing, and marketing our products may adversely impact our financial results.
a.Our success depends on our ability to assimilate new technologies in our products and to properly train our channel partners, sales force and end-user customers in the use of those products.
The markets for our products are characterized by rapidly changing technology, such as the demand for HD video technology and lower cost video infrastructure products, the shift from on premise-based equipment to a mix of solutions that includes hardware and software and the option for customers to have video delivered as a service from the cloud or through a browser, evolving industry standards and frequent new product introductions, including an increased emphasis on software products, new, lower cost hardware products, and development of artificial intelligence and machine learning solutions that may make all or a portion of our products or their functionality obsolete or unnecessary. Historically, our focus has been on premise-based solutions for the enterprise and public sector, targeted at vertical markets, including finance, manufacturing, government, education and healthcare. In addition, in response to emerging market trends, and the network effect driven by business-to-business and business-to-consumer adoption of UC&C, we are expanding our focus to capture opportunities within emerging markets including mobile, small and medium businesses (“SMBs”), and cloud-based delivery. If we are unable to successfully capture these markets to the extent anticipated, or to develop the new technologies and partnerships required to successfully compete in these markets, then our revenues may not grow as anticipated, and our business may ultimately be harmed. Given the competitive nature of the mobile industry, changing end user behaviors and other industry dynamics, these relationships may not evolve into fully developed product offerings or translate into any future revenues.
b. The success of our new products depends on several factors which, if not achieved, could adversely impact our financial results.
The success of our new product introductions depends on a number of factors, including proper new product definition, product cost, infrastructure for services and cloud delivery, timely completion and introduction of new products, proper positioning and pricing of new products in relation to our total product portfolio and their relative pricing, differentiation of new products from those of our competitors and other products in our own portfolio, market acceptance of these products and the ability to sell our products to customers as comprehensive UC&C solutions. Other factors that may affect our success include properly addressing the complexities associated with compatibility issues, channel partner and sales strategies, sales force integration and training, technical and sales support, and field support. As a result, it is possible that investments that we are making in developing new products and technologies may not yield the planned financial results.
We also need to continually educate and train our channel partners to avoid any confusion as to the desirability of new product offerings and solutions compared to our existing product offerings and to be able to articulate and differentiate the value of new offerings over those of our competitors. As the market evolves, our distribution model and channel partners may change as well. During the last few years, we have announced and launched several new product offerings, both independently and jointly with our strategic partners, including new software, hardware and cloud-based solutions, and these new products could cause confusion among our channel partners and end-users, thereby causing them to delay purchases of our new products until they determine their market acceptance, or as they consider a more comprehensive UC&C strategy versus point product or endpoint only deployments. Any delays in future purchases could adversely affect our revenues, gross margins and operating results in the period of the delay.
The communications market shift to fully- integrated solutions, cloud-based/hybrid offerings and new business models over time may require us to add new channel partners, enter new markets and gain new core technological competencies. We are attempting to address these needs and the need to develop new products through our internal development efforts, through joint developments with other companies and through acquisitions. However, we may not identify successful new product opportunities and develop and bring products to market in a timely manner. Further, as we introduce new products, these product transition cycles may not go smoothly, causing an increased risk of inventory obsolescence and relationship issues with our end-user customers and channel partners. The failure of our new product development efforts, any inability to service or maintain the necessary third-party interoperability licenses, our inability to properly manage product transitions or to anticipate new product demand, or our inability to enter new markets would harm our business and results of operations.
c. We may experience delays in product introductions and availability, and our products may contain defects which could seriously harm our results of operations.
We have experienced delays in the introduction of certain new products and enhancements in the past. The delays in product release dates that we experienced in the past have been due to factors such as unforeseen technology issues, third-party changes to technology, manufacturing ramping issues, availability of component parts, and other factors, which we believe negatively impacted our revenue in the relevant periods. In addition, we have experienced delays in product certifications required with respect to our new product releases. Any of these or other factors may occur again and delay our future product releases. As such, disruption due to geopolitical conflicts, public health, or natural disasters could create an increased risk of delays in new product introductions.
Our communications equipment includes both hardware and software and incorporates new technologies and component parts from different suppliers. Resolving product defect and technology and quality issues could cause delays in new product introductions. Further, some defects may not be detected or cured prior to a new product launch or may be detected after a product has already been launched and may be incurable or result in a product recall. The occurrence of any of these events could result in the failure of a partial or entire product line or a withdrawal of a product from the market. We may also have to invest significant capital and other resources to correct these problems, including product re-engineering expenses and inventory, warranty and replacement costs. These problems might also result in claims against us by our customers or others and could harm our reputation and adversely affect future sales of our products.
Any delays for new product offerings recently announced or currently under development, including product offerings for mobile, cloud-based delivery, software delivery or any product quality issues, product defect issues or product recalls could adversely affect the market acceptance of these products, our ability to compete effectively in the market, and our reputation with our customers, and therefore could lead to decreased product sales and could harm our business. We may also experience cancellation of orders, difficulty in collecting accounts receivable, increased service and warranty costs in excess of our estimates, diversion of resources and increased insurance costs and other losses to our business or to end-user customers.
d. We face risks related to building products dependent upon third-party platforms or technologies.
We have invested significant resources developing products that are dependent on third party unified communication as a service (UCaaS) and video conferencing as a service (VCaaS) platforms and software. We made the decision to design our products to work with different third-party platforms and software to offer customers greater choice and flexibility, while expanding our ecosystem partners and enhancing their unique value differentiation through our products. If these partners’ solutions do not gain adoption and growth, it could impact the sales of our endpoint devices. If other hardware manufacturers follow the Company’s strategy and enter into the market, thereby increasing competition, we could see less market demand or revenue for our products. Lastly, the third-party platforms may be, or become, competitors of ours who have chosen, or in the future may choose, to design competing products for their
platforms and offer features for their own hardware platforms to provide further differentiated features that may be perceived as better than our products, or they may choose not to work with us. If third parties are unwilling to provide us access to their platforms or technologies, or if such access is withdrawn, denied, or delayed, or if access is provided under terms that are not commercially reasonable, our business and operations could be adversely affected. We believe though that customers want the ability of choice and quality that Poly products provide.
In addition, we develop such products or make product enhancements based upon anticipated demand for new features and functionality. Our business and revenues may be harmed if: the use of our agnostic platform does not occur; we do not anticipate shifts in technology appropriately or rapidly enough; the development of suitable sales channels does not occur, or occurs more slowly than expected; our products are not priced competitively or are not readily adopted; or the adoption rates of the third-party software applications do not drive demand for our products as we anticipate.
Although we believe increased sales of these remote working solutions will drive increased demand for our hardware and software platform products, such increased demand may not occur, or we may not benefit to the same extent as our competitors. We also may not be successful in creating demand in our installed customer base for products that we develop that incorporate these new partner platforms.
e. Product obsolescence or discontinuance and excess inventory can negatively affect our results of operations.
The pace of change in technology and in the release of new products has increased and is expected to continue to increase, which can often render existing or developing technologies obsolete more quickly. In addition, the introduction of new products and any related actions to discontinue existing products can cause existing inventory to become obsolete. These obsolescence issues, or any failure by us to properly anticipate product life cycles, can require write-downs in inventory value. For each of our products, the potential exists for new products to render existing products obsolete, cause inventories of existing products to increase, cause us to discontinue a product or reduce the demand for existing products.
Further, we continually evaluate our product lines both strategically and in terms of potential growth rates and margins. Such evaluations could result in the discontinuance or divestiture of those products in the future, which could be disruptive and costly and may not yield the intended benefits.
f. The increased use of software in our products could impact the way we recognize revenue, which could adversely impact our financial results.
We are increasingly incorporating advanced software features and functionalities into our products, offering firmware and software fixes, updates, and upgrades and developing Internet based software-as-a-service offerings that provide additional value that complements our products. As the nature and extent of software integration in our products increases, or if sales of standalone software applications or services become material, the way we report revenue related to our products and services could be significantly affected. For example, we are increasingly required to evaluate whether our revenue transactions include multiple deliverables and, as such, whether the revenue generated by each transaction should be recognized upon delivery, over a period of time or apportioned and recognized based on a combination of the two. Moreover, the software and services revenue recognition rules are complex and dynamic. If we fail to accurately apply these complex rules and policies, particularly to new and unique products or services offerings, we may incorrectly report revenues in one or more reporting periods, which could materially and adversely impact our results for the affected periods, cause our stock price to decline, and result in securities class actions or other similar litigation.
g. Lower than expected market acceptance of our products, price competition and other price changes would negatively impact our business.
If the market does not accept our products, particularly our new product offerings on which we are relying for future revenues, such as product offerings for platform software, new hardware products and cloud-based delivery, our business and operating results could be harmed. Further, revenues relating to new product offerings are unpredictable and new products typically have lower gross margins for a period of time after their introduction and higher marketing and sales costs. As we introduce new products, they could increasingly become a higher percentage of our revenues. Our profitability could also be negatively affected in the future as a result of continuing competitive price pressures in the sale of UC&C solutions equipment and UC platform products. Further, in the past we have reduced prices in order to expand the market for our products, and in the future, we may further reduce prices, introduce new products that carry lower margins in order to expand the market or stimulate demand for our products, or discontinue existing products as a means of stimulating growth in a new product.
Finally, if we do not fully anticipate, understand and fulfill the needs of end-user customers in the vertical markets that we serve, we may not be able to fully capitalize on product sales into those markets and our revenues may, accordingly, fail to grow as anticipated or may be adversely impacted. We face similar risks as we expand and focus our business on the SMB and service provider markets. In light of COVID-19, there are shifts in end user needs, including for example, increased work from home, telemedicine, tele-education, and other remote services that are exacerbated in a pandemic, which may present opportunities for growth. However, if we fail to take advantage of such changes and they impact our products, we may risk missing a critical market shift.
6. Failure to adequately service and support our product offerings, or a decline in demand for our service offerings, could harm our results of operations.
In some instances, the complexity of our products and associated technologies has increased the need for enhanced product warranty and service capabilities, including integration services, which may require us to develop or acquire additional advanced service capabilities and make additional investments. If we cannot adequately develop and train our internal support organization or maintain our relationships with our outside technical support providers, it could adversely affect our business.
In addition, sales of our immersive telepresence solutions are complex sales transactions, and the end-user customer may purchase an enhanced level of support service from us to ensure that its significant investment can be fully operational and realized. This requires us to provide advanced services and project management in terms of resources and technical knowledge of the customer’s telecommunication network. If we are unable to provide the proper level of support on a cost-efficient basis, it may cause damage to our reputation in this market and may harm our business and results of operations.
In other instances, however, we are introducing new generation, less complex, product solutions, as companies shift from on premises to work from home options for their workforce. This shift in work environment has resulted in a decreased demand for our professional, installation and managed service offerings, which typically cater to on premises enterprise businesses. If we continue to experience a decline in our service offerings, our gross margins will experience downward pressure.
Additionally, we have invested and continue to invest in product management, analytics and personal device service offerings, such as Poly Lens and Poly+, to grow revenue, improve gross margins and drive increased profitability. Our future growth and profitability are tied to our ability to successfully bring to market these new and innovative services offerings, including cloud management and insights solutions. We are investing significant time, resources and money into our services offerings without expectation that they will provide material revenue in the near term and without any assurance they will succeed. Moreover, we expect that as we continue to explore, develop and refine new offerings they will continue to evolve, may not generate sufficient interest by end customers, may create channel conflicts with our existing hardware distribution partners, and we may be unable to compete effectively, generate significant revenues or achieve or maintain acceptable levels of profitability.
Additionally, our experience with cloud services offerings is limited. We are also substantively reliant on third-party service providers for significant aspects of our offerings and over whom we have little or no market power regarding pricing, support, service levels and compliance. If we do not successfully execute our cloud strategy or anticipate the needs of our customers, our credibility as a cloud services provider could be questioned and our prospects for future revenue growth and profitability may never materialize.
Moreover, if our new and evolving business model offerings achieve market acceptance, differences in revenue recognition treatment may cause short-term revenue declines or increase expenditures for operational, administrative and technical support. Accordingly, if we fail to successfully launch, manage and maintain our new and evolving services offerings future revenue growth and profitability may be limited and our business significantly harmed.
7. We face risks related to our dependence on channel partners and strategic partners to sell our products.
a.We rely on third parties to sell and distribute our products. Disruption of our relationship with these channel partners and/or our failure to manage our channel inventory, could adversely affect our business, results of operations, operating cash flows and financial condition.
We sell our products through a global network of distributors and channel partners, including value-added resellers, integrators, direct marketing resellers, service providers, wireless carriers as well as through both traditional and online retailers and e-commerce channels. The impact of economic conditions, labor issues, natural disasters, regional or
global pandemics, evolving customer preferences, and purchasing patterns on our distribution partners, or competition between our sales channels, could result in sales channel disruption.
Additionally, any loss of a major partner or distribution channel or other channel disruption, including continued consolidation of our distributors, could make us more dependent on alternate channels, could increase pricing and promotional pressures from other partners and distribution channels, increase our marketing costs, adversely impact buying and inventory patterns, payment terms or other contractual terms, sell-through or delivery of our products to consumers, could curtail our routes-to-market, and damage our reputation, brand equity, market share and profitability. Our sales channel partners also sell products offered by our competitors, and if competitors offer our sales channel partners more favorable terms, have more products available to meet their needs, or utilize the leverage of broader product lines sold through the channel, then our sales channel partners may de-emphasize or decline to carry our products, which would adversely affect our business.
The Company must manage both Company-owned and channel inventory effectively, particularly with respect to sales to distributors, which involves forecasting demand, pricing challenges, and analyzing point of sales information regarding sales to resellers and end users that our channel partners provide. Our forecasts may not accurately predict demand, and distributors may increase orders during periods of product shortages or may request to cancel orders or delay orders in anticipation of new products. Distributors also may adjust their orders in response to the supply of our products and the products of our competitors and seasonal fluctuations in end-user demand. The Company’s reliance upon our global channel network may reduce our visibility into inventory quantities, demand and pricing trends, and therefore make forecasting more difficult. If we have excess or obsolete inventory, we may need to reduce our prices and write down inventory. In addition, factors in different markets may cause differential discounting between the geographies where our products are sold, which makes it difficult to achieve global consistency in pricing and creates the opportunity for “grey market” sales. Additionally, if our sales channel partners have excess inventory of our products or those of our competitors, or decide to decrease their inventories for any reason, then they may decrease the amount of products they acquire in subsequent periods, causing disruption in our business and adversely affecting our forecasts and sales.
In addition, current and future restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, key shipping lanes, including the most recent blockage of the Panama Canal due to the running aground of a large shipping container, and/or increased border controls or closures, may also impact our ability to meet customer demand and could materially adversely affect us. Our customers and channel partners have also experienced, and may continue to experience, disruptions in their operations including as a result of COVID-19, which can result in delayed, reduced, or canceled orders, and increased collection risks, and which may adversely affect our results of operations.
b. Our strategic partnerships with companies may not yield the desired results which could harm our business.
We are focusing on our strategic partnerships and alliances with traditional partners like Microsoft and Zoom and new partners, such as Google and others. Defining, managing and developing these partnerships is expensive and time-consuming and may not yield the desired results, impacting our ability to effectively compete in the market and to take advantage of anticipated future market growth. Because our products are platform agnostic and therefore intended to perform across multiple platforms, certain of our channel partners and strategic alliance partners may perceive conflicts in our business placing one strategic alliance partner versus another.
In addition, as we enter into agreements with these strategic partners to enable us to continue to expand our relationships with these partners, we may undertake additional obligations, such as development efforts and product certifications to our partner’s standards or requirements, which could trigger unintended penalty or other provisions in the event that we fail to fully perform our contractual commitments or could result in additional costs beyond those that are planned in order to meet these contractual obligations. We are reliant on certain strategic alliances to certify our products to work on their platform, which they withhold if we are unable to meet the time frames required, or if our competitors have certifications for competitive products for which we are not yet certified, our revenues and results of operations would be negatively impacted.
Moreover, we are investing in personnel and initiatives to grow our prosumer business, with offerings directly from our online platform and indirectly through third-party marketplaces, such as Amazon. If we are unable to build relationships with new channel partners and adapt to new distribution and marketing models, or if we fail to build product adoption with our targeted customer base, we could experience an adverse impact on our results of operations and financial condition.
c. Conflicts between our channel partners and strategic partners and us or between or among them could arise which could harm our business.
Some of our current and future products are directly competitive with the products sold by both our channel and strategic partners. For example, Cisco, Amazon, Google and Microsoft, have developed or may develop and offer, their own data integration solutions and some of these partners are currently, and others may in the future become, competitors. These strategic partners are among the largest and most well capitalized companies in the world and may have significant competitive advantages over us, including greater name recognition, larger customer bases, and greater financial, technical, marketing, public relations, sales, distribution and other resources than us. Such competitors may be more likely to promote and sell their own solutions over our products and they may ultimately be able to transition customers onto their competing solutions, which could materially and adversely affect our revenues and growth. Further, such competitors may cease their relationships with us. As a result of these conflicts, there is the potential for our channel and strategic partners to compete head-to-head with us or to significantly reduce or eliminate their orders of our products or design our technology out of their products. Moreover, because the market for optimized telecommunication offerings is evolving to support a hybrid work environment, we expect additional competition from other established and emerging companies if this market continues to develop and expand. Increased competition from our strategic partners or from other companies that may in future decide to enter and compete in our market may significantly adversely impact our financial performance.
Further, as a result of our increased efforts to sell through a direct sales model, we may alienate some of our channel partners or cause a shift in product sales from our traditional channel model. Due to these and other factors, channel conflicts could arise which cause channel partners to devote resources to the communications equipment and services of competitors, which would negatively affect our business and results of operations.
In addition, some of our products are reliant on strategic partnerships with call management providers and wireless UC&C platform providers. These partnerships result in interoperable features between products to deliver a total solution to our mutual end-user customers. Competition with our partners in all of the markets in which we operate is likely to increase, which would adversely affect our revenues and could potentially strain our existing relationships with these companies.
d. Changes to our channel partner programs or channel partner contracts may not be favorably received and as a result our channel partner relationships and results of operations may be negatively impacted.
Our channel partners are eligible to participate in various incentive programs, subject to their contractual arrangements with us. As part of these arrangements, we generally have the right to make changes in our programs and launch new programs as business conditions warrant. Further, from time to time, we may make changes to our channel partner contracts or realign our discount and rebate programs. Our channel partners may not be receptive to future changes, and we may not receive the positive benefits that we anticipate in making any program and contractual changes.
e. Termination of one or more contracts with our channel partners may harm our results of operations.
We cannot be certain as to future order levels from our channel partners. Our channel partner contracts typically provide for the right of termination for convenience by the channel partner. In the event of a termination of one of our major channel partners, we believe that the end-user customer would likely purchase from another one of our channel partners, but if this did not occur and we were unable to rapidly replace that revenue source, its loss would harm our results of operations.
f. Our channel partners are impacted by changes in customer purchasing preferences, which may negatively impact our traditional sales channels or the prices at which we may sell our products.
It is becoming easier for small online sellers of certain product categories to enter the market unburdened with physical locations, employees and support personnel which can force our larger traditional brick and mortar resellers to reduce their selling prices. In turn, our traditional resellers may demand lower selling prices from us, more cooperative and marketing incentives, reduce their sales support needed to maintain our premium brand image, discontinue carrying our products and other similar adverse actions. As we expand our service offerings, many of our historical channel partners may be unwilling or unable to market our services forcing us to establish new or different relationships. Further, increased competition among resellers may cause some of our resellers and partners to experience financial difficulties or force them to shut down, decreasing our channels to market. The inability to establish or maintain successful relationships with distributors, OEMs, retailers, and telephony service providers or to maintain quality
distribution channels and sales models could negatively affect our business, financial condition, or results of operations.
g. We are subject to risks associated with our channel partners’ sales reporting, product inventories and product sell-through.
We sell a significant amount of our products to channel partners who maintain their own inventory of our products for sale to resellers and end-users. Our revenue forecasts associated with products stocked by some of our channel partners are based largely on point-of-sale information regarding their sales to resellers and end users that our channel partners provide to us. To the extent that this sales-out and channel inventory data is inaccurate or not received timely, or if our channel partners fail to provide such data at all, our revenue forecasts for future periods may be less reliable. Further, if these channel partners are unable to sell an adequate amount of their inventory of our products in a given quarter or if channel partners decide to decrease their inventories for any reason, such as a recurrence of global economic uncertainty and downturn in technology spending, the volume of our sales to these channel partners and our revenues could be negatively affected. In addition, we also face the risk that some of our channel partners have inventory levels in excess of future anticipated sales. If such sales do not occur in the time frame anticipated by these channel partners for any reason, these channel partners may substantially decrease the amount of product they order from us in subsequent periods, or product returns may exceed historical or predicted levels, which would harm our business and create unexpected variations in our financial results.
h. We are subject to risks associated with the success of the businesses of our channel partners.
Some of our channel partners that carry our products, and from whom we derive significant revenues, are thinly capitalized. Although we perform ongoing evaluations of their creditworthiness, the failure of these businesses to establish and sustain profitability, obtain financing or adequately fund capital expenditures could have a significant negative effect on our future revenue levels and profitability and our ability to collect our receivables. In addition, global economic uncertainty, including uncertainty created by the impact of COVID-19, reductions in technology spending in the United States and other countries, and periodic ongoing challenges in the financial services industry have in the past restricted, and may again in the future restrict the availability of capital which may delay collections from our channel partners beyond our historical experience or may cause companies to file for bankruptcy, jeopardizing the collectability of our receivables from such channel partners and negatively impacting our future results.
i. If our channel partners fail to comply with laws or standards, our business could be harmed.
We require our channel partners to meet certain standards of conduct and to comply with applicable laws, such as global anti-corruption, anti-bribery, and import and export control laws. Noncompliance with standards or laws could harm our reputation and could result in termination of the channel partner and/or fines, penalties, injunctions, or other harm to our business and results of operations were we to become involved in an investigation due to non-compliance by a channel partner.
8. Delays or loss of government contracts or failure to obtain or maintain required government certifications could have a material adverse effect on our business.
We sell our products both directly and indirectly and provide services to governmental entities in accordance with certain regulated contractual arrangements. While reporting and compliance with government contracts is both our responsibility and the responsibility of our partners, a lack of reporting or compliance by us or our partners could have an impact on the sales of our products to government agencies. Further, the United States federal government has certain certification and product requirements for products sold to them. If we are unable to meet or maintain applicable certification or other requirements specified by the United States federal government or to do so within the time frames required, or if our competitors have certifications for competitive products for which we are not yet certified, our revenues and results of operations would be adversely impacted.
9. Our operating results are difficult to predict, they could fluctuate, and our stock price could become more volatile and your investment could lose value.
Our stock price is subject to speculation by investors, analysts and in the press, changes in recommendations or earnings estimates by equity research analysts, changes in investors’ or analysts’ valuation measures for our stock, changes in or announcements regarding our forecasts and guidance, our credit ratings, market trends unrelated to our performance, and sales of our common stock by us, our officers or directors or unaffiliated third-party investors, particularly considering the
concentrated ownership of our common stock, that may limit the ability for investors to acquire or sell meaningful quantities of our stock or cause speculation as to the acquisition or sale of our stock. As we experienced in the prior fiscal year, a drop in our stock price exposed us to a securities class action lawsuit, which has resulted in substantial costs and diversion of management’s attention and resources. We may experience further derivative lawsuits arising from the claims in the class action case. Moreover, if we in the future experience a significant drop in our stock price, we again may be exposed to further securities class action lawsuits, which could negatively affect our business.
Given the nature of the markets in which we compete, our revenues and profitability vary from quarter to quarter and are difficult to predict for many reasons, including the following: fluctuating optimal inventory levels; variations in the volume and timing of orders received during each quarter; our ability to execute on our strategic and operating plans; shifts in the timing, size and types of products ordered, as well as the mix of products and services, and the geographic locations of the customers placing orders, any of which could impact gross margins depending on the various margins of the products and services ordered and foreign currency exchange rates on both revenues and expenses; the timing of customers' sales promotions and campaigns or variations in sales rates by our channel partner customers to their customers; changes to our channel partner programs, contracts, pricing and go to market strategies that could result in a reduction in the number of channel partners, adversely impact our revenues and gross margins as we realign our discount and rebate programs for our channels, or cause more of our channel partners to add our competitors’ products to their portfolios; the timing of large end customer deployments, including UC&C infrastructure; the timing and market acceptance of new product introductions by us and our competitors and obsolescence or discontinuance of existing products; competition, including pricing pressure, product features and functionality, by us, our competitors or our customers; the level and mix of inventory that we hold to meet future demand; changes to our global organization and retention of or changes in key personnel; changes in effective tax rates which are difficult to predict due to, among other things, the timing and geographical mix of our earnings, the outcome of current or future tax audits and potential new rules and regulations; failure to timely introduce new products within projected costs and reduce costs as production increases; changes in technology and desired product features, including whether those changes occur as and when anticipated; general economic conditions in the U.S. and our international markets, including foreign currency fluctuations; customer cancellations and rescheduling; misalignment between supply chain ordering and demand by customers and systems to forecast demand; the impact of changing costs of freight and components used in the manufacturing of our products and the potential negative impact on our gross margins; investments in and the costs associated with strategic initiatives; changes in the underlying factors and assumptions used in determining stock-based compensation; changes in accounting rules or their interpretation; and other factors beyond our control, including popular uprisings, terrorism, war, natural disasters, and diseases, including COVID-19. As a result of these and potentially other factors, we believe that period-to-period comparisons of our historical results of operations are not necessarily a good predictor of our future performance. If our future operating results are below the expectations of stock market securities analysts or investors, or below any financial guidance we may provide to the market, our stock price may decline. Financial guidance beyond the current quarter is inherently subject to greater risk and uncertainty, and if the transitions in our markets accelerate, our ability to forecast becomes more difficult.
Moreover, our industry is characterized by rapid technological changes, evolving industry standards, frequent new product introductions, short-term customer commitments, decreasing product life cycles, and changes in demand. Production levels are generally forecasted based on customer forecasts, which is dynamic, and to some extent historic product demand and we often place orders with suppliers for materials, components and sub-assemblies (“materials and components”) as well as finished products many weeks in advance of projected customer orders. Actual customer demand depends on many factors and may vary significantly from forecasts. We may lose opportunities to increase revenues and profits and may incur increased costs and penalties including expedited shipping fees and late delivery penalties if we underestimate customer demand.
10. Our failure to effectively enhance and develop our sales strategy and sales force, may harm our revenues and financial outcomes as a result.
a.The Company is substantially dependent on our sales force to effectively execute our sales, pricing and business strategies.
The Company believes that there is significant competition for skilled sales personnel with technical knowledge. Our ability to grow our business depends on our success in recruiting, training, and retaining sales personnel to support the Company. We periodically adjust our sales organization and our compensation programs to optimize our sales operations, to increase revenue, and to support our business model. If we have not structured our sales organization or compensation for our sales personnel in a way that properly supports our Company’s objectives, or if we fail to make changes in a timely fashion or do not effectively manage changes, the Company’s performance could be adversely affected.
b. We have a number of large customers with substantial market power whose ability to demand pricing and promotion concessions as well as other unfavorable terms makes sales forecasting difficult which can harm our profitability.
Many customers with whom we conduct business are quite large with substantial buying power or who have strategic importance to our product marketing objectives. Many use their buying power or strategic importance to mandate terms and conditions favorable to them to conduct business, including unfavorable payment terms. If our compliance with these or similar future provisions are incorrect or inadequate, we could be liable for breach of contract damages or our reputation with one or more key customers could be harmed, either of which could have an adverse effect on our financial condition or results of operations.
c. A significant amount of our revenues are generated, and the majority of our product manufacturing and packaging occurs, internationally, which subjects our business to risks of international sales, operations and trade.
International sales and manufacturing, marketing and sales expenses represent a significant portion of our revenues and operating expenses. In fiscal year 2022, revenues derived from sales outside of the U.S. represented approximately 54% of our total revenues. International sales and operations are subject to certain inherent risks, which would be amplified if our international business grows as anticipated, including the following: recent economic sanctions imposed, and the potential for additional economic sanctions, by the United States as well as the actual and threatened retaliatory responses by impacted nations, some of which may affect or materially delay our ability to import or sell all or a portion of our products into impacted countries; adverse economic conditions in international markets, such as the restricted credit environment and sovereign credit concerns in E&A and reduced government spending and elongated sales cycles; information technology security, environmental and trade protection measures and other legal, regulatory and compliance obligations, some of which may result in fines, penalties and other legal sanctions or affect our ability to import our products, to export our products from, or sell our products in various countries where we are deemed to be in violation of our legal or contractual obligations; the impact of government-led initiatives to encourage the purchase of products from domestic vendors or discourage relationships with certain entities, which can affect the willingness of customers or partners to purchase products from, or collaborate to promote interoperability of products with, companies headquartered in the United States; unstable or uncertain political and economic situations such as the United Kingdom’s decision to leave the European Union commonly referred to as Brexit; the impact of changes in our international operations, including changes in key personnel; compliance with global anti-corruption laws such at the United States’ Foreign Corrupt Practices Act and United Kingdom’s Bribery Act, which may be exacerbated by cultural differences in the conduct of business in various regions; foreign currency exchange rate fluctuations, including the recent volatility of the U.S. dollar, and the impact of our underlying hedging programs; reduced intellectual property rights protections in some countries; unexpected changes in regulatory requirements and tariffs; longer payment cycles, greater difficulty in accounts receivable collection and longer collection periods; and changes in tax law or interpretations thereof that could lead to potentially adverse tax consequences, such as legislation on revenue and expense allocations and transfer pricing among the Company’s subsidiaries.
Furthermore, revenues derived from sales outside of the U.S. may fluctuate as a percentage of total revenues in the future as we introduce new products. These fluctuations primarily are the result of our practice of introducing new products in North America first and the additional time and costs required for product homologation and regulatory approvals of new products in international markets. To the extent we are unable to expand international sales in a timely and cost-effective manner, or maintain or meet current international market demand or increase such demand for our products, our business could be harmed.
11. We are subject to a variety of laws and regulations relating to the import and export of our product and service offerings. Our failure to comply with such regulations could result in governmental enforcement actions, fines, penalties, or other remedies, which could have a material adverse effect on our business, results of operations, and financial condition.
We are subject to laws and regulations governing our international operations, including applicable import and export control regulations, economic sanctions on countries and persons and customs requirements. Importing and exporting has involved more risk since the beginning of 2018, as there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several United States and foreign leaders regarding tariffs against foreign imports of certain materials. For example, the U.S. government imposed significant tariffs on China related to the importation of certain product categories following the U.S. Trade Representative’s Section 301 investigation. Additionally, export of our product and service offerings also are subject to various “domestic and international” export control regulations (“Export Regulations”), some of which are described in more detail below, and may require a license from the U.S. Department of State, the U.S. Department of Commerce, or the U.S. Department of the Treasury. Any changes in these Export
Regulations may restrict the export of our products and/or services, and we may cease to be able to procure export licenses for our products and/or services under existing regulations. The area of Export Regulations remains fluid in terms of regulatory developments. Should we need an export license under existing regulations, the length of time required by the licensing process can vary, potentially delaying the shipment of products and the recognition of the corresponding revenue. We have no control over the time it takes to process an export license. Any restriction on the export of a significant product line or a significant amount of our products could cause a significant reduction in revenue.
In addition, effective June 29, 2020, the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”) published regulations tightening export controls on China, Russia and Venezuela with respect to goods, software and technology, including increasing the licensing requirements and due diligence expectations that apply to trade with, China, Russia and Venezuela under the U.S. Export Administration Regulations (“EAR”) when “military end users” or “military end uses” are involved. This rule expands the scope of the licensing requirement by redefining “military end use” more broadly and by increasing the number of products subject to the restriction. This expanded military end use restriction has had a significant impact on trade with China and increase associated export control compliance burdens, costs and risks associated with such compliance. Moreover, it is possible that the U.S. government may take further measures in the future to impose stricter Export Regulations on items destined for China and other countries outside of the U.S. or impose additional duties on shipments made from such countries. The U.S. government also may add additional parties to the Entity List, which could harm our business, increase the cost of conducting our operations in countries outside of the U.S., particularly China, or result in retaliatory actions against U.S. interests.
We have had, and may discover in the future, deficiencies in our compliance with Export Regulations. Although we continue to enhance our compliance programs relating to Export Regulations, we cannot assure that any such enhancements will ensure that we are in compliance with applicable laws and regulations at all times, or that applicable authorities will not raise compliance concerns or perform audits to confirm our compliance with applicable laws and regulations. Any failure by us to comply with applicable laws and regulations could result in governmental enforcement actions, fines or penalties, criminal and/or civil proceedings, or other remedies, any of which could have a material adverse effect on our business, results of operations, and/or financial condition.
In addition, the U.S. government has exercised additional trade-related powers in a manner that could have a material adverse impact on our business, financial condition or results of operations. For example, on May 15, 2019, then-President Trump issued an executive order that invoked national emergency economic powers to implement a framework to regulate the acquisition or transfer of information communications technology in transactions that imposed undue national security risks. The executive order was subject to implementation by the Secretary of Commerce and purports to apply to contracts entered into prior to the effective date of the order. On January 19, 2021, the U.S. Department of Commerce published interim final rules in the Federal Register, subject to public notice and comment, which purport to permit the Department of Commerce to investigate transactions involving the use of information communications technology products or services provided by persons owned or controlled by certain nations, including China, and potentially to modify or prohibit those transactions. In addition, the White House, the Department of Commerce and other executive branch agencies have implemented additional restrictions and may implement still further restrictions that would affect conducting business with certain Chinese companies. We cannot predict whether these recent rules and restrictions will be implemented and acted upon by the Biden administration, modified, overturned or vacated by legal action. Although we continue to work with our vendors to mitigate our exposure to current or potential tariffs, there can be no assurance that we will be able to offset any increased costs.
Additionally, a significant portion of the products we sell is originally manufactured in countries other than the United States. International trade disputes that result in tariffs and other protectionist measures could adversely affect our business, including disruption in and cost increases for sourcing our merchandise and increased uncertainties in planning our sourcing strategies and forecasting our margins. Moreover, government policies on international trade and investments such as import quotas, capital controls, taxes or tariffs, whether adopted by individual governments or regional trade blocs, can delay or prohibit the import or export of our products, affect demand for our products and services, impact the competitiveness of our products or prevent us from manufacturing or selling products in certain countries.
The implementation of more restrictive trade policies, including the imposition of tariffs, the imposition of more restrictive trade compliance measures, or the renegotiation of existing trade agreements by the U.S. or by countries where we sell our products and services or procure supplies and other materials incorporated into our products, including in connection with the U.S. and Mexico border crisis, the increasing trade tensions and tariffs with China and Chinese threats of retaliation, the economic sanctions against Russia, and the U.K.'s withdrawal from the EU, could adversely affect our business. Any failure to comply with such regulations could result in governmental enforcement actions, fines, penalties, or other remedies, which could have a material adverse effect on our business, results of operations, and financial condition.
12. Changes in our management may cause uncertainty in, or be disruptive to, our business. Certain of our directors and management team members have been with us in those capacities for only a short time.
The Company’s success depends upon the continued services of executive officers and other key personnel, as well as its ability to effectively transition to their successors. We have recently experienced significant changes in our senior leadership, including the appointment of a new Chief Executive Officer, Chief Legal Officer, Chief Supply Chain Officer, and Vice President of Corporate Strategy, and established new positions reporting to the CEO, including a Senior Vice President of Public Affairs and a Chief Transformation Officer. Additionally, in Fiscal Year 2021, one of our directors resigned as a result of the sale by Siris Capital Group, LLC of its holdings in our stock, and another director retired. We hired one new director in Fiscal Year 2021 and one new director in Fiscal Year 2022. Although we have endeavored to implement any management and director transition in a non-disruptive manner, such transitions might impact our business, and give rise to uncertainty among our customers, investors, vendors, employees and others concerning our future direction and performance, which may materially and adversely affect our business, financial condition, results of operations and cash flows, and our ability to execute our business model.
In addition, because certain members of our management and Board have served in their respective capacities for only limited durations, we face the additional risks that these persons have limited familiarity with our past practices, our business and our industry and lack established track records in managing our business strategy.
In addition, the Company has recently experienced turnover in other key leadership roles. Any future changes to the executive management team, including hires or departures, could cause further disruption to the business and have a negative impact on operating performance, while these operational areas are in transition. The Company can provide no assurance that it will find suitable successors to key roles as transitions occur or that any identified successor will be successfully integrated into its management team.
We also believe that our future success will depend in large part upon our ability to attract, motivate and retain highly skilled technical, management, sales, and marketing personnel at all levels of the organization. Due to labor shortages and inflationary wage pressure, there is intense competition for qualified talent, which combined with the salary, benefits and other costs required to employ the right personnel, may make it difficult to achieve our financial goals. Consequently, we may not be successful in attracting, motivating and retaining such personnel, and our failure to do so could have a negative effect on our business including our ability to successfully develop, introduce, and market our products which may adversely impact our operating results, or financial condition.
13. Business interruptions due to manmade or natural disasters, or other significant disruptions in, or breaches in security of, our products, our website or information technology systems, including breaches of technology systems of our third-party suppliers, could adversely affect our business operations.
a.Factors or events outside of our control including, without limitation, war, terrorism, public health issues, natural disasters, or other business interruptions, whether in the U.S. or abroad, have caused or could cause damage or disruption to international commerce by creating economic and political uncertainties that may have a strong negative impact on the global economy, us, and our suppliers or customers.
Our major business operations and those of many of our vendors and their sub-suppliers are subject to interruption by disasters, including, without limitation, earthquakes, floods, and volcanic eruptions or other natural or manmade disasters, fire, power shortages, terrorist attacks and other hostile acts, public health issues, flu or similar epidemics or pandemics, and other events beyond our control and the control of our suppliers.
Our corporate headquarters are located in Northern California, a region known for seismic activity. A significant natural disaster, such as an earthquake, a fire (such as the recent extensive wildfires in California), localized extended outages of critical utilities (such as California’s public safety power shut-offs) or transportation systems, or any critical resource shortages, could cause a significant interruption in our business, damage or destroy our facilities and cause us to incur significant costs, any of which could harm our business, financial condition and results of operations. While we are partially insured for earthquake-related losses or floods, our operating results and financial condition could be materially affected in the event of a major earthquake or other natural or manmade disaster as the insurance we maintain against fires, earthquakes and other natural disasters may not be adequate to cover losses in any particular case.
In the case of our managed services business, any circuit failure or downtime could affect a significant portion of our customers. Since our ability to attract and retain customers depends on our ability to provide customers with highly reliable service, even minor interruptions could harm our reputation, require that we incur additional expense to
acquire alternative telecommunications capacity, or cause us to miss contractual obligations, which could have a material adverse effect on our operating results and our business.
Our website is an important presentation of our company, identity and brands and an important means of interaction with and source of information for our channel partners and end user customers alike. We also rely on our centralized information technology systems for product-related information and to store intellectual property, forecast our business, maintain financial records, manage operations and inventory, and operate other critical functions. The secure maintenance of this information and technology is critical to our business operations. We have implemented multiple layers of security measures designed to protect the confidentiality, integrity, availability and privacy of this data and the systems and devices that store and transmit such data. We utilize current security technologies, and our defenses are monitored and routinely tested internally and by external parties. Despite these efforts, threats from malicious persons and groups, new vulnerabilities and advanced new attacks against information systems create risk of cybersecurity incidents. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may be unable to anticipate these incidents or techniques, timely discover them, or implement adequate preventative measures.
In addition, in the event that our or our service providers’ information technology systems or manufacturing or logistics abilities are hindered by any of the events discussed above, shipments could be delayed, resulting in missed financial targets, such as revenue and shipment targets, for a particular quarter.
b. Cyber-attacks on our networks, actual or perceived security vulnerabilities in our products and services, physical intrusion into our facilities, and loss of critical data and proprietary information could have a material negative impact on our business and results of operations.
There are numerous and evolving security risks, including cybersecurity and privacy, criminal hackers, state-sponsored intrusions, industrial espionage, employee malfeasance, cyber intrusion on the tools that we use in the performance of our business, and human or technological error. Computer hackers and others routinely attempt to breach the security of technology products, services, and systems such as ours, and those of customers, partners, third parties’ contractors and vendors, and some of those attempts may be successful. We are not immune to these types of intrusions.
For example, our customers can use certain of our product offerings that provide product management and analytics, such as Poly Lens, that collect, use, and store certain PII regarding a variety of individuals in connection with their operations. Our customers rely on our technologies for the secure transmission of such sensitive and confidential information in the conduct of their business. We are also subject to existing and proposed laws and regulations, as well as government policies and practices, related to cybersecurity, privacy and data protection worldwide. National, state, and local governments and agencies in the countries in which we or our customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, transfer, processing, protection, and disclosure of PII obtained from individuals. Privacy and data protection laws are particularly stringent, and the costs of compliance with and other burdens imposed by such laws, regulations, and standards, or any alleged or actual violation, may limit the use and adoption of our products and services. Further, complying with privacy laws, regulations, or other obligations relating to privacy, data protection, or information security have caused and will continue to cause us to incur substantial operational costs and may require us to periodically modify our data handling practices. Moreover, compliance may impact demand for our offerings and force us to bear the burden of more onerous obligations in our contracts. Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability, and may otherwise impact our business, financial condition and operating results.
Although we take physical and cybersecurity seriously and devote significant resources and deploy protective network security tools and devices, data encryption and other security measures to prevent unwanted intrusions and to protect our systems, products and data, we have and will continue to experience attacks of varying degrees in the conduct of our business. Cyber attackers tend to target the most popular products, services and technology companies, which can include our products, services or networks. As a result, our network is subject to unauthorized access, viruses, embedded malware and other malicious software programs. In addition, outside parties may attempt to fraudulently induce employees or customers to disclose information in order to gain access to our employee, vendor or customer data. Unauthorized access to our network, data or systems could result in disclosure, modification, misuse, loss, or destruction of company, employee, customer, or other third-party data or systems, the theft of sensitive or confidential data including intellectual property and business and personal information, system disruptions, access to our financial
reporting systems, operational interruptions, product or shipment disruptions or delays, and delays in or cessation of the services we offer.
Any breaches or unauthorized access could ultimately result in significant legal and financial exposure, litigation, regulatory and enforcement action, and loss of valuable company intellectual property. Affected parties or government authorities could initiate legal or regulatory actions against us in connection with any security breaches or improper disclosure of data, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Such breaches could also cause damage to our reputation, impact the market’s perception of us and of the products and services that we offer, and cause an overall loss of confidence in the security of our products and services, resulting in a negative impact on our business, revenues and results of operations, as well as customer attrition.
In addition, the cost and operational consequences of investigating, remediating, eliminating and putting in place additional information technology tools and devices designed to prevent actual or perceived security breaches, as well as the costs to comply with any notification obligations resulting from such a breach, could be significant and impact margins. Further, due to the growing sophistication of the techniques used to obtain unauthorized access to or to sabotage networks, systems, or our products, which change frequently and often are not detected immediately by existing anti-virus and other detection tools, we may be unable to anticipate these techniques or to implement adequate preventative measures. We can make no assurance that we will be able to detect, prevent, timely and adequately address or mitigate such cyber-attacks or security breaches.
c. Our ability to process purchase orders and ship products in a timely manner depends on our IT systems and performance of the systems and processes of third parties such as our suppliers, manufacturers, customers or other partners, as well as the interfaces between our systems and the systems of such third parties.
Some of our business processes depend upon our IT systems, the systems and processes of third parties, and the interfaces of our systems with the systems of third parties. For example, our order entry system feeds information into the systems of our manufacturing systems, which enables us and our supply chain to build and ship products. If these systems fail or are interrupted, our processes may operate at a diminished level or not at all. This could negatively impact our ability to ship products or otherwise operate our business, and our financial results could be harmed. Any systems failure or interruptions during the transition may impair communications with our manufacturers and customers, and, therefore, adversely affect our ability to build and ship our products. If our systems, the systems and processes of those third parties, or the interfaces between them experience delays or fail, our business processes and our ability to build and ship products could be impacted, and our financial results could be harmed.
14. Critical accounting estimates involve the use of judgements and if actual results vary from our estimates or assumptions underlying such estimates, our financial results could be negatively affected.
Our most critical accounting estimates are described in Management’s Discussion and Analysis found in Item 7 of this Annual Report on Form 10-K under the section entitled “Critical Accounting Estimates.” Because, by definition, these estimates and assumptions involve the use of judgment, our actual financial results may differ from these estimates. For example, we have assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, in context to the unknown future impacts of COVID-19 using information that is reasonably available at this time. The accounting estimates and other matters we have assessed include, but are not limited to, goodwill and other long-lived assets, allowance for doubtful accounts, valuation allowances for tax assets, inventory and related reserves, including purchase commitments, and revenue recognition. As COVID-19 continues to develop, we may make changes to these estimates and judgments, which could result in meaningful impacts to our financial statements in future periods. If our estimates or assumptions underlying such contingencies and reserves prove incorrect, we may be required to record additional adjustments or losses relating to such matters, which would negatively affect our financial results.
We have a significant amount of goodwill and intangible assets on our consolidated balance sheet as of April 2, 2022. Goodwill and intangible asset impairment analysis and measurement requires significant judgment on the part of management and may be impacted by a wide variety of factors, both within and beyond our control.
We are required to annually test goodwill to determine if impairment has occurred, either through a quantitative or qualitative analysis. Additionally, interim reviews must be performed whenever events or changes in circumstances indicate that impairment may have occurred. If the testing performed indicates that impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill and the implied fair value of the goodwill in the period the determination is made. Intangible assets with finite lives are reviewed
for recoverability whenever events or changes in circumstances indicate that the carrying amount of the related asset group may not be recoverable. Factors that may be considered when determining if the carrying value of our goodwill or intangible assets may not be recoverable include a significant decline in our expected future cash flows or a sustained, significant decline in our stock price and market capitalization.
In March 2020, we identified a triggering event which resulted in a non-cash impairment charge of $180 million relating to the Company’s Intangible Assets and Property, Plant, and Equipment related to long-lived assets in the Voice asset group, as well as a non-cash impairment charge of $484 million to Goodwill due to an overall decline in the Company’s earnings and sustained decrease in our stock price. If the factors triggering the impairment noted herein continue or worsen due to COVID-19 and other factors outside of the Company’s control, the Company may experience a further negative impact on its financial results as well as risks associated with our design and operation of internal controls.
15. We operate in multiple tax jurisdictions globally. Our corporate tax rate may increase, or we may incur additional tax liabilities, and/or changes in applicable tax regulations and resolutions of tax disputes could negatively impact our cash flow, financial condition and results of operations.
We have significant operations in various tax jurisdictions throughout the world, and a substantial portion of our taxable income has historically been generated in jurisdictions outside of the U.S. Changes in foreign tax laws that seek to impose withholding taxes on the repatriation of cash or increase foreign tax rates on overseas earnings could negatively impact our cash flow, financial condition and results of operations.
Various governmental tax authorities have recently increased their scrutiny of tax strategies employed by corporations and individuals. If U.S. or other foreign tax authorities change applicable tax laws or successfully challenge the manner in which our profits are currently recognized, our overall taxes could increase, and our business, cash flow, financial condition, and results of operations could be materially adversely affected. It is possible that tax authorities may disagree with certain positions we have taken, and any adverse outcome of such a review or audit could have a negative effect on our financial position and operating results.
We are also subject to examination by the Internal Revenue Service ("IRS") and other tax authorities, including state revenue agencies and foreign governments. While we regularly assess the likelihood of favorable or unfavorable outcomes resulting from examinations by the IRS and other tax authorities to determine the adequacy of our provision for income taxes, there can be no assurance that the actual outcome resulting from these examinations will not materially adversely affect our financial condition and results of operations.
The evolving global tax landscape applicable to multinational businesses may have a material impact to our business, cash flow from operating activities, or financial results. Such developments, for example, may include certain United States’ proposals as well as the Organization for Economic Co-operation and Development’s, the European Commission’s and certain major jurisdictions’ heightened interest in taxation. Furthermore, governments’ responses to the economic impact of COVID-19 may lead to tax rule changes that could materially and adversely affect our cash flows and financial results.
Additionally, as a global enterprise, we cannot be certain of the tax outcome related to many transactions and calculations. Uncertainties arise as a consequence of positions taken regarding valuation of deferred tax assets, net operating loss carryforwards and tax credit carryforwards that maybe used in certain tax jurisdictions to offset future taxable income and reduce income taxes payable. Each quarter, we determine the probability that the deferred tax assets will be realized. This determination involves judgment and the use of significant estimates and assumptions, including historical operating results, expectations of future taxable income and tax planning strategies. Realization of net deferred tax assets ultimately depends on the existence of sufficient taxable income. If unfavorable changes in the financial outlook of our operations continue or increase, our financial position could be negatively impacted. On the basis of this evaluation, as of April 2, 2022, a valuation allowance against our U.S. federal and state deferred tax assets continues to be maintained for the year ended April 2, 2022.
16. Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes and our other debt instruments.
As a result of the Polycom Acquisition, we have a substantial amount of debt. As of April 2, 2022, we had $1,500.3 million of debt outstanding, which consisted of a $1,005.5 million term loan under our Credit Agreement and $494.7 million of outstanding senior notes, net of unamortized debt issuance costs.
On February 25, 2021, the company and Polycom entered into a purchase agreement (the “Purchase Agreement”) with Morgan Stanley & Co. LLC, as the representative of the several initial purchasers named therein (the “Initial Purchasers”), pursuant to which the Company agreed to sell, and subject to the terms and conditions set forth therein, the Initial
Purchasers, jointly and severally, agreed to buy $500,000,000 aggregate principal amount of the Company’s 4.750% Senior Notes due 2029 (the “4.75% Senior Notes”). On March 4, 2021, the Company completed its private offering of $500 million aggregate principal amount of its 4.75% Senior Notes in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The 4.75% Senior Notes were issued pursuant to an indenture (the “Indenture”), dated March 4, 2021, among the Company, the subsidiary guarantors party hereto from time to time and U.S. Bank National Association, as trustee. The Company used the proceeds from the offering of the 4.75% Senior Notes, along with cash on hand, to fund the redemption in full of the Company’s outstanding 5.50% Senior Notes due 2023 (the “5.50% Senior Notes”) and to pay related fees and expenses in May 2021.
Our ability to make scheduled payments or to refinance our obligations with respect to the notes and our other indebtedness under our Credit Agreement will depend on our financial and operating performance, which, in turn, is subject to prevailing economic and industry conditions and other factors, including the availability of financing in the banking and capital markets, beyond our control. If our cash flow and capital resources are insufficient to fund our debt service obligations and other commitments, then we could face substantial liquidity problems and may be forced to reduce or delay scheduled expansions and capital expenditures, sell material assets or operations, obtain additional capital, or restructure or refinance our indebtedness. We may be unable to effect any of these actions on a timely basis, on commercially reasonable terms or at all, or these actions may be insufficient to meet our capital requirements. In addition, any refinancing of our indebtedness could be at higher interest rates, particularly in the current environment of rising interest rates, and may require us to comply with more onerous covenants, which could further restrict our operations and impact directly our net income. If we cannot make scheduled payments on our indebtedness, we will be in default and, as a result, our debt holders could declare all outstanding principal and interest to be due and payable, and we could be forced into bankruptcy or liquidation.
Our current debt under the Credit Agreement has a floating interest rate that is based on variable and unpredictable U.S. and international economic risks and uncertainties and an increase in interest rates may negatively impact our financial results. We enter into interest rate hedging transactions that reduce, but do not eliminate, the impact of unfavorable changes in interest rates. There is no guarantee that our hedging efforts will be effective or, if effective in one period will continue to remain effective in future periods.
Our Credit Agreement utilizes London Interbank Offered Rate (LIBOR) to calculate the amount of accrued interest on any borrowings. Regulators in certain jurisdictions including the United Kingdom and the United States have announced the desire to phase out the use of LIBOR. The transition from LIBOR to a new replacement benchmark is uncertain at this time and the consequences of such developments cannot be entirely predicted but could result in an increase in the cost of our borrowings under our existing credit facility and any future borrowings.
In addition, the mandatory debt repayment schedule of the Credit Agreement may negatively impact our cash position, further reduce our financial flexibility, and cause concerns with analysts and investors. Furthermore, any changes by rating agencies to our credit rating in connection with such indebtedness may negatively impact the value and liquidity of our debt and equity securities.
Should any of the risks referenced above or related risks occur, our operations and financial results may be materially negatively impacted.
17. Our ability to process purchase orders and ship products in a timely manner depends on our IT systems and performance of the systems and processes of third parties such as our suppliers, manufacturers, customers or other partners, as well as the interfaces between our systems and the systems of such third parties.
Some of our business processes depend upon our IT systems, the systems and processes of third parties, and the interfaces of our systems with the systems of third parties. For example, our order entry system feeds information into the systems of our manufacturing systems, which enables us and our supply chain to build and ship products. If these systems fail or are interrupted, our processes may operate at a diminished level or not at all. This could negatively impact our ability to ship products or otherwise operate our business, and our financial results could be harmed. Any systems failure or interruptions during the transition may impair communications with our manufacturers and customers, and therefore, adversely affect our ability to build and ship our products. If our systems, the systems and processes of those third parties, or the interfaces between them experience delays or fail, our business processes and our ability to build and ship products could be impacted, and our financial results could be harmed.
18. We are regularly subject to a wide variety of litigation, including commercial and employment litigation, allegations of patent infringement, as well as claims related to alleged defects in the design and use of our products.
a.We are regularly subject to a wide variety of litigation including claims, lawsuits, and other similar proceedings involving our business practices and products, including product liability claims, labor and employment claims, patent infringement claims, and commercial disputes.
The number and significance of these disputes and inquiries have increased as we have grown larger, our business has expanded in scope and geographic reach, and our products and services have increased in complexity. Such lawsuits are more specifically described in Note 7, Commitments and Contingencies, of the accompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Frequently, the outcome and impact of any claims, lawsuits, and other similar proceedings cannot be predicted with certainty. Moreover, regardless of the outcome such proceedings can have an adverse impact on us because of legal costs, diversion of management resources, and other factors. Determining reserves for our pending litigation is a complex, fact-intensive process that is subject to judgment. It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, penalties or to settle claims or proceedings, any of which could harm our business. These proceedings could also result in reputational harm, sanctions, consent decrees, or orders preventing us from offering certain products, or services, or requiring a change in our business practices in costly ways. Any of these consequences could materially harm our business.
b. Our intellectual property rights could be infringed on by others.
Our success depends, in part, on our ability to enforce our copyrights, patents, trademarks, trade dress, trade secrets, and other intellectual property, including our rights to certain domain names. We rely primarily on a combination of nondisclosure agreements and other contractual provisions as well as international patent, trademark, trade secret, and copyright laws to protect our intellectual rights. Effective protection and enforcement of our intellectual property rights may not be available in every country in which our products and media properties are distributed to customers. The process of acquiring intellectual property protection can be lengthy, expensive, and uncertain. Patents may not be granted in response to our applications, and any patents that are issued may be challenged, invalidated, or circumvented by others. If we are required to enforce our intellectual property rights through litigation, the costs and diversion of management's attention could be substantial. Furthermore, we may be counter-sued by an alleged infringer when we attempt to enforce our intellectual property rights, which may materially increase our costs, divert management attention, and result in injunctive or financial damages being awarded against us. In addition, existing patents, copyright registrations, trademarks, trade secrets and domain names may not provide competitive advantages or be adequate to safeguard and maintain our rights. If it is not feasible or possible to obtain, enforce, or protect our intellectual property rights, our business, financial condition, and results of operations could be negatively affected.
c. Patents, copyrights, trademarks, and trade secrets are owned by third parties that may make claims or commence litigation based on allegations of infringement or other violations of intellectual property rights.
Intellectual property claims or allegations may relate to products that we develop or be directed at materials or components incorporated in our products that are provided by one or more suppliers. As we have grown, intellectual property rights allegations against us and our suppliers have increased. There has also been a general increasing trend of intellectual property infringement claims against corporations that make and sell products. Our products, technologies and the components and materials contained in our products may be subject to certain third-party intellectual property claims and, regardless of the merits of the claim, such claims are often time-consuming and expensive to litigate, settle, or otherwise resolve. Many of our agreements with our distributors and resellers require us to indemnify them for certain third-party intellectual property infringement claims. Discharging our indemnity obligations may involve time-consuming and expensive litigation and result in substantial settlements or damages awards, our products being enjoined, and the loss of a distribution channel or retail partner, any of which may have a negative impact on our operating results. To the extent claims against us or our suppliers are successful, we may have to pay substantial monetary damages or discontinue the manufacture and distribution of products that are found to be in violation of another party's rights. We also may have to obtain, or renew on less favorable terms, licenses to manufacture and distribute our products or materials or components included in those products, which may significantly increase our operating expenses.
19. We are subject to other legal and compliance risks that could have a material impact on our business...
a.In foreign countries where we have operations, there are risks that our employees, contractors or agents could engage in business practices prohibited by U.S. laws and regulations applicable to us, such as the Foreign Corrupt Practices Act, or the laws and regulations of other countries, such as the UK Bribery Act.
We maintain a global policy prohibiting such business practices and have in place a global anti-corruption compliance program designed to require compliance with, and uncover violations of, these laws and regulations. Nonetheless, we remain subject to risk that one or more of our employees, contractors or agents, including those located in or from countries where practices that may violate U.S. laws and regulations or the laws and regulations of other countries may be customary, will engage in business practices that are prohibited by our policies, circumvent our compliance programs and, by doing so, violate such laws and regulations. Any such violations, even if prohibited by our internal policies, could adversely affect our business or financial performance and our reputation.
b. We must comply with various regulatory requirements, and changes in or new regulatory requirements that may adversely impact our gross margins, reduce our ability to generate revenues if we are unable to comply, or decrease demand for our products if the actual or perceived technical quality of our products are negatively impacted.
Our products must meet existing and new requirements set by regulatory authorities in each jurisdiction in which we sell them. For example, certain of our products must meet local phone system standards and certain of our wireless products must work within existing permitted radio frequency ranges.
As regulations and local laws change, new regulations are enacted, and competition increases, we may need to modify our products to address those changes, increasing the costs to design, manufacture, and sell our products, and thereby decreasing our margins or demand for our products if we attempt to pass along the costs. Regulations may also negatively affect our ability to procure or manufacture raw materials and components necessary for our products. Compliance with regulatory restrictions may impact the actual or perceived technical quality and capabilities of our products, reducing their marketability. In addition, if the products we supply to various jurisdictions fail to comply with the applicable local or regional regulations, if our customers or merchants transfer products into unauthorized jurisdictions or our products interfere with the proper operation of other devices, we or end users purchasing our products may be responsible for the damages that our products cause; thereby causing us to alter the performance of our products, pay substantial monetary damages or penalties, cause harm to our reputation, or cause other adverse consequences.
c. We are subject to environmental laws and regulations that expose us to a number of risks and could result in significant liabilities and costs.
We are subject to various federal, state, local, and foreign environmental laws and regulations, including those governing the use, discharge, and disposal of hazardous substances in the ordinary course of our manufacturing processes or the recycling of all or a portion of the components of our products. It is possible that future environmental legislation may be enacted, or current environmental legislation may be interpreted in any given country in a manner that creates environmental liability with respect to our facilities, operations, or products. We may also be required to implement new or modify existing policies, processes and procedures to meet such environmental laws. Although our management systems are designed to maintain compliance, we cannot assure you that we have been or will be at all times in complete compliance with such laws and regulations. If we violate or fail to comply with any of them, a range of consequences could result, including fines, import/export restrictions, sales limitations, criminal and civil liabilities or other sanctions. To the extent any new or modified policies, processes or procedures are difficult, time-consuming or costly to implement. we may incur claims for environmental matters exceeding reserves or insurance for environmental liability, our operating results could be negatively impacted
20. We are exposed to differences and frequent fluctuations in foreign currency exchange rates, which may adversely affect our revenues, gross profit, and profitability.
Fluctuations in foreign currency exchange rates impact our revenues and profitability because we report our financial statements in USD and purchase a majority of our component parts from our supply chain in USD, whereas a significant portion of our sales are transacted in other currencies, particularly the Euro and the GBP. If the USD strengthens further, it could further harm our financial condition and operating results in the future. Furthermore, fluctuations in foreign currency rates impact our global pricing strategy, which may result in our lowering or raising selling prices in one or more currencies to minimize disparities with USD prices and to respond to currency-driven competitive pricing actions. Should the dollar remain strong or strengthen further against foreign currencies, principally the Euro and the GBP, we may be compelled to raise prices for customers in the affected regions. Price increases may be unacceptable to our customers who could choose to replace our products with less costly alternatives in which case our sales and market share could be adversely impacted. If we reduce prices to stay competitive in the affected regions, our profitability may be harmed.
Large or frequent fluctuations in foreign currency rates, coupled with the ease of identifying global price differences for our products via the Internet, increases pricing pressure and allows unauthorized third-party “grey market” resellers to take
advantage of price disparities, thereby undermining our premium brand image, established sales channels, and support and operations infrastructure. We also have significant manufacturing operations in Mexico and fluctuations in the Mexican Peso exchange rate can impact our gross profit and profitability. Additionally, the majority of our suppliers are located internationally, principally in Asia, and volatile or sustained increases or decreases in exchange rates between the U.S. Dollar and Asian currencies may result in increased costs or reductions in the number of suppliers qualified to meet our standards.
Although we hedge currency exchange rate exposures we deem material, changes in exchange rates may nonetheless still have a negative impact on our financial results. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, decisions and actions of central banks and political developments.
We hedge a portion of our Euro and GBP forecasted revenue exposures for the future, typically over 12-month periods. In addition, we hedge a portion of our Mexican Peso forecasted cost of revenues and maintain foreign currency forward contracts denominated in Euros and GBP that hedge against a portion of our foreign-currency denominated assets and liabilities. Our foreign currency hedging contracts reduce, but do not eliminate, the impact of currency exchange rate movements, particularly if the fluctuations are significant or sustained, and we do not execute hedging contracts in all currencies in which we conduct business. There is no assurance that our hedging strategies will be effective. Additionally, even if our hedging techniques are successful in the periods during which the rates are hedged, our future revenues, gross profit, and profitability may be negatively affected both at current rates and by adverse fluctuations in currencies against the USD. See Item 7A for further quantitative information regarding potential foreign currency fluctuations.
21. The consummation of the Merger is contingent upon the satisfaction of a number of conditions, including stockholder and regulatory approvals, that may be outside of our or HP’s control and that we and HP may be unable to satisfy or obtain or that may delay the consummation of the Merger or result in the imposition of conditions that could cause the parties to abandon the Merger.
Consummation of the Merger is contingent upon the satisfaction of a number of conditions, some of which are beyond our and HP’s control, including, among others:
•the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our common stock;
•the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, without the imposition of a burdensome effect (as defined in the Merger Agreement); and
•the obtaining or making of all consents, approvals and filings required under the competition laws of China, Colombia, the European Union and Mexico and the foreign direct investment law of France, in each case without the imposition of burdensome effect.
The waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired at 11:59 pm New York City time on May 9, 2022.
Each party’s obligation to complete the Merger is also subject to the satisfaction or waiver of certain additional customary conditions, including:
•subject to certain exceptions, the accuracy of the representations and warranties of the other party; and
•performance in all material respects by the other party of its obligations under the Merger Agreement.
Further, HP's obligation to complete the Merger is conditioned upon the absence of any "material adverse effect" (as defined in the Merger Agreement) with respect to Poly.
These conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and, accordingly, the Merger may not be completed. In addition, each of HP and Poly may terminate the Merger Agreement under certain specified circumstances, including but not limited to, (i) if the Merger is not consummated by 11:59 p.m., Pacific time, on December 27, 2022 (as such date may be extended in accordance with the terms of the Merger Agreement), (ii) if any legal restraint that has the effect of preventing, prohibiting or making illegal the consummation of the Merger Agreement has become final and non-appealable or (iii) if, upon a vote at a duly held meeting of our stockholders to obtain the requisite approval of our stockholders, our stockholders fail to adopt the Merger Agreement . In addition, HP may terminate the Merger
Agreement in certain circumstances, including if our Board changes its recommendation to our stockholders to vote in favor of the adoption of the Merger Agreement or another adverse recommendation change (as defined in the Merger Agreement) occurs, or if we or certain others (as specified in the Merger Agreement) breach in any material respect the no-shop provisions of the Merger Agreement. If the Merger Agreement is terminated, we may be required to pay to HP a termination fee of up to $66.0 million under certain circumstances.
We and HP are and may be subject to additional lawsuits challenging the Merger, and adverse rulings in these lawsuits may delay or prevent the Merger from being completed or require us or HP to incur significant costs to defend or settle these lawsuits. Any delay in completing the Merger could cause us not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected time frame.
Even if successfully completed, there are certain risks to our stockholders from the Merger, including:
•the amount of cash to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock;
•receipt of the all-cash per share merger consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and
•our stockholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent company.
a.While the Merger is pending, we are subject to business uncertainties and contractual restrictions that could harm our financial condition, operating results, and business.
During the period prior to the closing of the Merger and pursuant to the terms of the Merger Agreement, our business is subject to certain inherent risks and contractual restrictions that could harm our financial condition, operating results, and business, including:
•Subject to certain exceptions, as detailed in the Merger Agreement, the possibility of disruption to our business and operations resulting from the announcement and pendency of the Merger, including diversion of management's attention and resources;
•Subject to certain exceptions, as detailed in the Merger Agreement, the inability to pursue alternative business opportunities or make changes to our business pending the completion of the Merger and other restrictions on our ability to conduct our business;
•Subject to certain exceptions, as detailed in the Merger Agreement, our inability to freely issue securities, incur indebtedness, declare or authorize any dividend or distribution, or make certain material capital expenditures without HP’s approval;
•Subject to certain exceptions, as detailed in the Merger Agreement, our inability to solicit other acquisition proposals during the pendency of the Merger;
•the amount of the costs, fees, expenses and charges related to the Merger Agreement and the Merger, which may materially and adversely affect our financial condition; and
•other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Merger.
If any of these effects were to occur, it could materially and adversely impact our business, cash flow, results of operations or financial condition, as well as the market price of our common stock and our perceived value, regardless of whether the Merger is completed.
b.Uncertainty about the Merger may adversely affect relationships with our customers, suppliers and employees, whether or not the Merger is completed.
In response to the announcement of the Merger, our existing or prospective clients and business partners may:
•delay, defer, or cease purchasing our products, or additional seats or features from, or providing products or services to us, or purchase products and services from other providers;
•terminate their relationships with us;
•delay or defer other decisions concerning us; or
•seek to change the terms on which they do business with us.
Any such delays or changes to terms could materially harm our business.
Losses of customers, suppliers and employees or other important strategic relationships could have a material adverse effect on our business, results of operations, and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Merger for any reason, including delays associated with obtaining requisite regulatory approvals or approvals of our stockholders.
c.As a result of the Merger, our current and prospective employees could experience uncertainty about their future with us. As a result, key employees may depart because of issues relating to such uncertainty or a desire not to remain with HP following the completion of the Merger.
As a result of the Merger, our current and prospective employees could experience uncertainty about their future with us or decide that they do not want to continue their employment. As a result, key employees may depart because of issues relating to such uncertainty or a desire not to remain with HP following the completion of the Merger. Losses of officers or employees could materially harm our business, results of operations, and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Merger for any reason, including delays associated with obtaining requisite regulatory approvals or the requisite approval of our stockholders. We may also experience challenges in hiring new employees during the pendency of the Merger, or if the Merger Agreement is terminated, which could harm our ability to grow our business, execute on our business plans or enhance our operations. If the Merger is consummated, we may be less attractive to current and prospective employees, which could harm our business and prospects.
d.Litigation has arisen, and more could arise, in connection with the Merger, which could be costly, prevent consummation of the Merger, divert management’s attention, and otherwise materially harm our business.
As of the date of this Annual Report on Form 10-K, five complaints have been filed by purported Poly stockholders, each of which seeks to enjoin the Merger and other relief. The complaints assert claims against certain defendants under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder for allegedly false and misleading statements in the preliminary proxy statement on Scheduled 14A filed by us with the SEC on May 2, 2022 (the "Preliminary Proxy Statement") and/or the Definitive Proxy Statement issued in connection with the Merger and against certain defendants under Section 20(a) of the Exchange Act for alleged “control person” liability with respect to such allegedly false and misleading statements. Poly believes the allegations in the complaints are without merit. Refer to Note 7, Commitments and Contingencies, of the accompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Regardless of the outcome of any litigation related to the Merger, such litigation may be time-consuming and expensive and may distract our management from running the day-to-day operations of our business. The litigation costs and diversion of management’s attention and resources to address the claims and potential counterclaims in any litigation related to the Merger may materially adversely affect our business, results of operations, prospects, and financial condition. If the Merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Merger. Any litigation related to the Merger may result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our customers, suppliers, and other business partners, or otherwise materially harm our operations and financial performance.
e.The ability to complete the Merger is subject to the receipt of consents and approvals from government entities, which may impose conditions that could have an adverse effect on us or could cause either party to abandon the Merger.
Completion of the Merger is conditioned upon, among other things, the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, without the imposition of a burdensome effect (as defined in the Merger Agreement), and the obtaining or making of all consents, approvals and filings required under the competition laws of China, Colombia, the European Union and Mexico and the foreign direct investment law of France, in each case without the imposition of a burdensome effect. The relevant regulatory agencies may condition their approval of the Merger on HP’s or our agreement to various requirements,
limitations or costs, or require divestitures or place restrictions on the conduct of our business following the completion of the Merger. We cannot provide any assurance that we or HP will obtain the necessary approvals. In addition, these requirements, limitations, costs, divestitures or restrictions may result in the delay or abandonment of the Merger.