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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For The Fiscal Year Ended September 30, 2020
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-38289
AVAYA HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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Delaware |
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26-1119726 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
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2605 Meridian Parkway, Suite 200 |
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27713 |
Durham, |
North Carolina |
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(Address of Principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code:
(908) 953-6000
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Common Stock |
AVYA |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities
Act. Yes ☒
No ☐
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was
required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller Reporting Company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
The aggregate market value of the registrant's Common Stock held by
non-affiliates on March 31, 2020, the last business day of
the
registrant's most recently completed second quarter, was $662
million.
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a
court. Yes ☒ No ☐
As of October 31, 2020, 83,392,096 shares of Common Stock,
$.01 par value, of the registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K will be incorporated by
reference from certain portions of the registrant's definitive
proxy
statement for its 2021 Annual General Meeting of Stockholders, or
will be included in an amendment hereto, to be filed with
the
Securities and Exchange Commission not later than 120 days after
the close of the registrant's fiscal year ended September 30,
2020.
TABLE OF CONTENTS
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1B. |
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3. |
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4. |
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PART II |
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6. |
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7. |
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7A. |
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8. |
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9. |
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9A. |
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9B. |
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PART III |
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10. |
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11. |
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12. |
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13. |
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14. |
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PART IV |
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16. |
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When we use the terms "we," "us," "our," "Avaya" or the "Company,"
we mean Avaya Holdings Corp., a Delaware corporation, and its
consolidated subsidiaries taken as a whole, unless the context
otherwise indicates.
This Annual Report on Form 10-K contains the registered and
unregistered trademarks or service marks of Avaya and are the
property of Avaya Holdings Corp. and/or its affiliates. This Annual
Report on Form 10-K also contains additional trade names,
trademarks or service marks belonging to us and to other companies.
We do not intend our use or display of other parties’ trademarks,
trade names or service marks to imply, and such use or display
should not be construed to imply, a relationship with, or
endorsement or sponsorship of us by, these other
parties.
Cautionary Note Regarding Forward-looking Statements
Certain statements in this Annual Report on Form 10-K, including
statements containing words such as "anticipate," "believe,"
"estimate," "expect," "intend," "plan," "project," "target,"
"model," "can," "could," "may," "should," "will," "would" or
similar words or the negative thereof, constitute "forward-looking
statements." These forward-looking statements, which are based on
our current plans, expectations, estimates and projections about
future events, should not be unduly relied upon. These statements
involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance and achievements to
materially differ from any future results, performance and
achievements expressed or implied by such forward-looking
statements. We caution you therefore against relying on any of
these forward-looking statements.
The forward-looking statements included herein are based upon our
assumptions, estimates and beliefs and involve judgments with
respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are
beyond our control. Although we believe that the expectations
reflected in such forward-looking statements are based on
reasonable assumptions, our actual results and performance could
differ materially from those set forth in the forward-looking
statements and may be affected by a variety of risks, uncertainties
and other factors, which may cause our actual results, performance
or achievements to differ materially from any future results,
performance or achievements expressed or implied by these
forward-looking statements. Risks, uncertainties and other factors
that may cause these forward-looking statements to be inaccurate
include, among others: the risks and factors discussed in Part I,
Item 1A "Risk Factors" and Part II, Item 7 "Management's Discussion
and Analysis of Financial Condition and Results of Operations" to
this Annual Report on Form 10-K.
All forward-looking statements are made as of the date of this
Annual Report on Form 10-K and the risk that actual results will
differ materially from the expectations expressed in this Annual
Report will increase with the passage of time. Except as otherwise
required by the federal securities laws, we undertake no obligation
to publicly update or revise any forward-looking statements after
the date of this Annual Report, whether as a result of new
information, future events, changed circumstances or any other
reason. In light of the significant uncertainties inherent in the
forward-looking statements included in this Annual Report, the
inclusion of such forward-looking statements should not be regarded
as a representation by us or any other person that the objectives
and plans set forth in this Annual Report will be
achieved.
Marketing, Ranking and Other Industry Data
This Annual Report on Form 10-K includes industry and trade
association data, forecasts and information that we have prepared
based, in part, upon data, forecasts and information obtained from
independent trade associations, industry publications and surveys
and other information available to us. Some data is also based on
our good faith estimates, which are derived from management’s
knowledge of the industry and independent sources. Industry
publications and surveys and forecasts generally state that the
information contained therein has been obtained from sources
believed to be reliable. We have not independently verified any of
the data from third-party sources, nor have we ascertained the
underlying economic assumptions relied upon therein. In particular,
the Aragon reports described below represent research opinion or
viewpoints published, as part of a syndicated subscription service,
by Aragon Research, Inc., ("Aragon") and are not representations of
fact. Each of the Aragon reports speaks as of its original
publication date (and not as of the date of this filing) and the
opinions expressed in the Aragon reports are subject to change
without notice. Aragon does not endorse any vendor, product or
service depicted in its research publications, and does not advise
technology users to select only those vendors with the highest
ratings or other designation. Aragon research publications consist
of the opinions of Aragon's research organizations and should not
be construed as statements of fact. Aragon disclaim all warranties,
expressed or implied, with respect to this research, including any
warranties of merchantability or fitness for a particular purpose.
Statements as to our market position are based on market data
currently available to us. Our estimates involve risks and
uncertainties and are subject to change based on various factors,
including those discussed under the heading Item 1A, "Risk Factors"
in this Annual Report on Form 10-K. Certain information in the text
of this Annual Report on Form 10-K is contained in industry
publications or data compiled by a third-party. The sources of
these industry publications and data are provided
below:
•Aragon
Report: The Aragon Research GlobeTM
for Unified Communications and Collaboration, 2020, Jim Lundy, et
al., April 2020
•Aragon
Report: The Aragon Research GlobeTM
for Intelligent Contact Center, 2020, Jim Lundy, June
2020
PART I
Our Company
Avaya is a global leader in digital communications products,
solutions and services for businesses of all sizes delivering most
of its technology through software and services. We enable
organizations around the globe to succeed by creating
intelligent communications experiences for our clients, their
employees and their customers. Avaya builds open, converged and
innovative solutions to enhance and simplify communications
and collaboration in the cloud, on-premise or a hybrid of both. Our
global, experienced team of professionals delivers award-winning
services from initial planning and design, to seamless
implementation and integration, to ongoing managed operations,
optimization, training and support.
Businesses are built by the experiences they provide, and everyday
Avaya delivers millions of those experiences globally through its
software and solutions. Avaya is shaping the future of businesses
and workplaces, with innovation and partnerships that deliver
significant, tangible business results. Our cloud communications
solutions and multi-cloud software ecosystem power tailored,
intelligent, and effortless customer and employee experiences that
enable our clients to effectively engage and interact with their
customers.
During fiscal 2020, Avaya shifted its entire comprehensive
portfolio of capabilities to Avaya OneCloud, which offers
significant capabilities across contact center, unified
communications and collaboration, and communications platform as a
service (“CPaaS”). We believe Avaya OneCloud uniquely positions us
to address a customer’s needs in creating a Digital Workplace for
their campus-based and remote employees through Unified
Communications and Collaboration and the Customer Experience
Center, our name for contact centers, helping clients deliver
tangible business results.
Avaya offers a range of sales and licensing models that can be
deployed on-premise or via a public, private, or hybrid cloud.
During fiscal 2020, our investments to transform our revenue
generation model from one that was legacy on-premise to one that is
cloud-facing began positively contributing to our financial
performance. Avaya offers an open, extensible development platform,
enabling customers and third parties to easily create custom
applications and automated workflows for their unique needs,
integrating Avaya’s capabilities into the customer's existing
infrastructure and business applications. Our solutions enable a
seamless communications experience that adapts to how employees
work instead of changing how they work.
Avaya also offers one of the broadest portfolios of business
devices in the industry, including handsets, video conferencing
units and headsets to meet the needs of every type of worker across
a customer’s organization and help them get the most out of their
communications investments. Avaya IP-enabled handsets, multimedia
devices and conferencing systems enhance collaboration and
productivity, and position organizations to incorporate future
technological advancements.
Operating Segments
Our business has two operating segments:
Products & Solutions
and
Services.
Products & Solutions
Products & Solutions encompasses our unified communications and
contact center software platforms, applications and
devices.
•Unified
Communications and Collaboration ("UCC"):
Avaya's UCC solutions enable organizations to reimagine
collaborative work environments and help companies increase
employee productivity, improve customer service and reduce costs.
With Avaya's UCC solutions, organizations can provide their workers
with a single application, or “app,” for all-channel calling,
messaging, meetings and team collaboration with the same ease of
use as existing consumer apps. Avaya embeds communications directly
into the apps, browsers and devices employees use every day giving
them a more natural, efficient and flexible way to connect, engage,
respond and share - where and how they want. During fiscal 2020, we
expanded our UCC portfolio to include cloud-based
solutions.
•Contact
Center ("CC"):
Avaya’s industry-leading digital contact center solutions enable
clients to build a customized portfolio of applications to drive
stronger customer engagement and higher customer lifetime value.
Our reliable, secure and scalable communications solutions include
voice, email, chat, social media, video, performance management and
third-party integration that can improve customer service and help
companies compete more effectively. Like the UCC business, Avaya is
evolving CC solutions for cloud deployment and, in fiscal 2020, we
expanded our CC portfolio to include cloud-based
solutions.
•We
are also focused on ensuring an outstanding experience for mobile
callers by integrating transformative technologies, including
Artificial Intelligence ("AI"), mobility, big data analytics and
cybersecurity into our CC solutions. As our customers use these
solutions to gain a deeper understanding of their customer needs,
we believe that their teams become more efficient and effective
and, as a result, their customer loyalty grows.
Services
Complementing our product and solutions portfolio is a global,
award-winning services portfolio, delivered by Avaya and our
extensive partner ecosystem. Our services portfolio consists of our
global support services, enterprise cloud and managed services and
professional services. We also classify customers who upgrade and
acquire new technology through our subscription offerings as part
of our Services segment.
•Global
Support Services
provide offerings that help businesses protect their technology
investments and address the risk of system outages. We help our
customers gain a competitive edge through proactive problem
prevention, rapid resolution and continual solution optimization.
Most of our global support services revenue is recurring in
nature.
•Enterprise
Cloud and Managed Services
enable customers to take advantage of our technology via the cloud,
on-premise, or a hybrid of both, depending on the solution and the
needs of the customer. Most of our enterprise cloud and managed
services revenue is recurring in nature and based on multi-year
services contracts.
•Professional
Services
enable our customers to take full advantage of their IT and
communications solution investments to drive measurable business
results. Our experienced consultants and engineers partner with
customers along each step of the solution lifecycle to deliver
services that add value and drive business transformation. Most of
our professional services revenue is non-recurring in
nature.
With these comprehensive services, customers can leverage
communications technology to help them maximize their business
results. We help our customers use communications to minimize the
risk of outages, drive employee productivity and deliver a
differentiated customer experience.
Our services teams also help our customers transition at their
desired pace to next generation communications technology
solutions. Our customers can choose the level of support for their
communications solutions best suited for their needs, which may
include deployment, training, monitoring, solution management,
optimization and more. Our systems and service team’s performance
monitoring can quickly identify and address issues before they
arise. Remote diagnostics and resolutions focus on fixing existing
problems and avoiding potential issues in order to help our
customers save time and reduce the risk of an outage.
Avaya OneCloud Deployment Options and Capabilities
Cloud and Software-as-a-Service (“SaaS”) models generally refer to
the products and services that allow organizations to move from
owning, managing and running solutions to paying only for the
capabilities they need. Avaya OneCloud provides an option for
customers to access all of this and customize as they see
fit.
Avaya OneCloud provides the full spectrum of deployment options,
including via private, public and hybrid cloud, as well as
on-premise. This enables organizations to deploy our solutions in
the way that best serves their business requirements and
complements their existing investments, while moving with the speed
and agility they require.
Avaya OneCloud, delivered as Private, Public, Hybrid or
On-Premise
•Private
cloud:
Each organization has its own instance of the software, although
the platform is shared across multiple organizations.
•Public
cloud:
Each organization has a tenant of a shared instance of the software
on a shared platform.
•Hybrid
cloud:
In a hybrid deployment, customers are able to leverage private
cloud features that are already performing to their specifications
and then integrate newly developed capabilities from the broader
public cloud portfolio.
Avaya’s solutions are addressing the convergence of private and
public cloud deployments observed across the industry. Used in
conjunction with our private cloud solution, a customer can use a
public cloud to provide capability at the edge of their network in
a cost effective manner. Avaya’s investments in data-driven
intelligent automation mean that if an organization needs to deploy
an advanced, integrated, value-focused solution via a private cloud
but needs it deployed in just hours, Avaya can deliver such a
solution on the requested timeline. The benefit to the organization
is “always available” access to the latest capabilities and
innovation, quickly and at scale.
Avaya OneCloud, delivered as Subscription
Subscription begins the customer’s journey to the cloud by changing
the commercial model from an ownership model with an existing
on-premise solution to a usage model, with monthly or annual
subscription payments. The customer only pays for the software and
solutions that they need as opposed to buying an off the shelf
solution that cannot be easily tailored to their needs, while
providing access to the latest software.
Avaya OneCloud, delivered as a Managed Service
An organization can leverage its existing technology infrastructure
investments without having to operate them. In this model, the
organization will transition from a commercial model to a usage
model and engage Avaya or a business partner to operate its
investments on their behalf. The customer receives a tailored
solution using the latest software with standardized cloud
contracts.
Avaya OneCloud Migration
We believe our migration methodology differentiates us from many
other cloud vendors in the market because of our range of services
and ability to seamlessly migrate our customers to the cloud. We
provide a range of cloud-facing deployment options best suited to a
customer’s business and the capabilities to help our customers
deploy these options. Our approach also provides flexible options
based on standardized methodologies, a range of services,
enterprise software expertise and tools to help organizations along
every step of their journey to the cloud, by reducing transition
complexities and risks as they move from their current deployment
to a cloud-based one.
With our comprehensive Avaya OneCloud portfolio and a long-term
technology development roadmap in place, we are helping our
customers build state-of-the-art digital workplaces and contact
centers. Our customers can take advantage of public, private and
hybrid cloud solutions at any stage in their journey, and leverage
new capabilities and innovations from Avaya and its ever-expanding
partner ecosystem by consuming these software capabilities from the
cloud, over-the-top of their on-premise solutions.
On-Premise
While a growing portion of our business is transitioning to our
private, public and hybrid cloud-facing consumption models, there
are customers that have business models and/ or requirements that
mandate a premise-based infrastructure and therefore we will
continue to support such solutions.
Application Developer Products
Along with off-the-shelf integrations with frequently used business
applications used across an organization, Avaya’s unified
communications platform simplifies the embedding of Avaya One Cloud
communications and collaboration capabilities into business
applications, including customer relationship management and
enterprise resources planning. Our platform enables customers,
third parties to work with Avaya to create customized engagement
applications and to meet the unique operating requirements of a
customer with unified communications and contact center
capabilities including voice, video, messaging and meetings. Avaya
also offers a
cloud-based execution and test environment for developing
proof-of-concept applications.
Avaya Client SDK provides a developer-friendly set of tools that
enables the building of innovative user experiences for vertical or
business specific applications. Any functionality Avaya uses in its
own clients and applications is available to developers through the
SDK. Developers can mix and match functionality from both our
unified communications and contact center solutions.
Avaya has an extensive developer program boasting over one million
active developers. Avaya DevConnect enables third parties to
support and extend the capabilities of Avaya solutions to address
business challenges. Thousands of companies around the world are
program members, including developers, system integrators, service
providers and Avaya customers.
Cloud, Alliance Partner and Subscription Revenues
(“CAPS”)
We measure our success in transforming our business to the cloud
and our ability to reduce our dependence on premise-based perpetual
licensing models by analyzing the contribution of our “CAPS
revenue” to total consolidated revenue. CAPS revenue refers to
revenue from cloud based solutions, together with revenues from our
Strategic Alliance Partnerships and Subscription revenue. Our CAPS
revenue as a percentage of total consolidated revenue, excluding
the impact of fresh start accounting adjustments recognized upon
the Company's emergence from bankruptcy, has grown over the past
three fiscal years, representing 26%, 15% and 14% of total
consolidated revenue for fiscal 2020, 2019 and 2018,
respectively.
Alliances and Partnerships
Avaya has formed commercial and partnering arrangements through
global alliances to expand the availability of our products and
services, enhance the value derived by customers and grow our
revenue opportunity.
Global Alliances
Avaya global alliances are strategically oriented technical and
commercial relationships with key partners that we believe enhance
both companies' go-to-market strategy. We have three primary types
of global alliances: Global Service Provider alliances, Global
Systems Integrator alliances and Ecosystem alliances.
•Global
Service Provider alliances:
Through these partnering arrangements with leading
telecommunications service providers, we pursue sell-to and
sell-through opportunities for Avaya solutions and services. These
alliances are integral in selling and implementing our cloud-based
services. We also see them as a principal route to market for our
UCaaS and CCaaS solutions. During fiscal 2020, we entered a
strategic partnership with RingCentral, Inc. (“RingCentral") and
began deployment of Avaya Cloud Office, our OneCloud UCaaS
solution.
•Global
Systems Integrator alliances:
These are similar to our Global Service Provider alliances, but
refer to arrangements with systems integrator partners, as well as
key channel partners with strong professional services and systems
integration capabilities.
•Ecosystem
alliances:
These partnering arrangements are with industry leaders and leading
technology companies. They feature deeper, R&D-led integrations
and/or expanded go-to-market efforts, such as the DevConnect Select
Product Program or the Avaya & Friends Program for
international markets.
Channel Partners
Our channel partners serve our customers worldwide through Avaya
Edge, our business partner program. Through certifications, the
Avaya Edge program positions Value Added Reseller partners to sell,
implement and maintain our communications systems, applications and
services. Avaya Edge offers clearly defined partner categories with
financial, technical, sales and marketing benefits that grow with
levels of certification and revenue contribution. We support
partners in the program by providing our comprehensive Avaya
OneCloud portfolio of solutions in addition to sales, marketing and
technical support. Although the terms of individual channel partner
agreements may deviate from our standard program terms, our
standard program agreements for resellers generally provide for a
term of one year, with automatic renewal for successive one-year
terms. Agreements may generally be terminated by either party for
convenience upon 30-days' prior notice, and our standard program
agreements for distributors may generally be terminated by either
party for convenience upon 90 days prior notice. Certain of our
contractual agreements with our largest distributors and resellers,
however, permit termination of the relationship by either party for
convenience upon prior notice of 180 days. Our partner agreements
generally provide for responsibilities, conduct, order and
delivery, pricing and payment, and include customary
indemnification, warranty and other similar provisions. The
Company's largest distributor, ScanSource Inc., is also its largest
customer and represented 8% of the Company's total consolidated
revenue for fiscal 2020. See Item 1A, "Risk Factors-Risks Related
to Our Business-Our Operations, Markets and Competition-Our
strategy depends in part on our reliance on our indirect sales
channel" for additional information on the Company's reliance on
its indirect sales channel.
Our Business Today
Our solutions address the needs of a diverse range of businesses,
including large multinational enterprises, small and medium-sized
businesses and government organizations. Our customers operate in a
broad range of industries, including financial services,
healthcare, hospitality, education, government, manufacturing,
retail, transportation, energy, media and communications. We employ
a flexible go-to-market strategy with direct or indirect presence
in approximately 190 countries. As of September 30, 2020, we
had more than 4,000 active channel partners and for fiscal 2020 our
product revenue from indirect sales through our channel partners
represented 67% of our total Products & Solutions segment
revenue.
For fiscal 2020, 2019 and 2018 (on a combined basis), we generated
revenue of $2,873 million, $2,887 million and $2,851 million, of
which 37%, 42% and 44% was generated by Products & Solutions
and 63%, 58% and 56% by Services, respectively. Revenue by business
area is presented in the following table for the periods
indicated:
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Successor |
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Predecessor
(1)
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Non-GAAP Combined |
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Fiscal years ended September 30, |
|
Period from December 16, 2017
through
September 30, 2018 |
|
|
Period from
October 1, 2017
through
December 15, 2017 |
|
Fiscal year ended
September 30, 2018 |
(In millions) |
|
2020 |
|
2019 |
|
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Products & Solutions: |
|
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Unified Communications and Collaboration
|
|
$ |
710 |
|
|
$ |
863 |
|
|
$ |
718 |
|
|
|
$ |
180 |
|
|
$ |
898 |
|
Contact Center
|
|
363 |
|
|
359 |
|
|
271 |
|
|
|
73 |
|
|
344 |
|
|
|
1,073 |
|
|
1,222 |
|
|
989 |
|
|
|
253 |
|
|
1,242 |
|
Services:
|
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Global Support Services
|
|
1,238 |
|
|
1,086 |
|
|
786 |
|
|
|
244 |
|
|
1,030 |
|
Enterprise Cloud and Managed Services
|
|
282 |
|
|
297 |
|
|
245 |
|
|
|
57 |
|
|
302 |
|
Professional Services
|
|
280 |
|
|
282 |
|
|
227 |
|
|
|
50 |
|
|
277 |
|
|
|
1,800 |
|
|
1,665 |
|
|
1,258 |
|
|
|
351 |
|
|
1,609 |
|
|
|
$ |
2,873 |
|
|
$ |
2,887 |
|
|
$ |
2,247 |
|
|
|
$ |
604 |
|
|
$ |
2,851 |
|
(1) Upon our emergence from bankruptcy on December 15, 2017, we
adopted fresh start accounting, which resulted in a new basis of
accounting and the Company became a new entity for financial
reporting purposes. For additional information on the effects of
adopting fresh start accounting, see “Emergence from Bankruptcy”
below.
One of our key focuses is increasing our recurring revenue. We
define recurring revenue as revenue from products and services that
are delivered pursuant to multi-period contracts including
recurring subscription-based software revenue, maintenance, global
support services and enterprise cloud and managed services.
Non-recurring revenue consists of hardware, non-recurring
perpetual-based software and one-time professional services.
Hardware predominantly consists of endpoints, which include phones,
video conferencing equipment and headsets. Non-recurring software
is predominantly comprised of perpetual licenses. One-time
professional services include installation services, as well as
project-based deployment, design and optimization
services.
Trends Shaping Our Industry
We believe several trends are shaping our industry, creating a
substantial opportunity for us and other market participants to
capitalize on these trends. These trends include:
•Unified
Communications and Collaboration, CPaaS and Contact Center are
converging to become part of an integrated services offering
delivering next-generation communications capabilities across a
host of devices and channels. Avaya already has more than 10,000
customers that range in size from 10 seats to 250,000 seats on a
converged premise-based UCC and CC platform.
•Businesses
will continue to invest in more than one unified communications
platform as they build a collaboration portfolio to be used by
their employees to address use cases specific to their ability to
service their end customers.
•Remote
worker and workforce mobility requirements are growing as the needs
to work from home, or from anywhere, accelerate—driving increased
usage of mobile devices by consumers and employees. These trends
are further amplified as business leaders shift IT priorities to
digitally transform their companies and take advantage of
disruptive technologies like cloud-based solutions and delivery
models, big data, IoT, cybersecurity and AI.
•Preference
for cloud delivery of applications and management of multiple and
varied devices continues to grow, all of which must be handled with
the security their business demands.
•Demand
for multi-experience as an evolution of omnichannel customer
service continues to become an increasingly critical element of
contact center solutions as consumers embrace new technologies and
devices in creative ways.
•The
Experience Economy will drive decision making in the future. These
experience expectations mean that communications in serving the
customer are continuing to become an increasingly critical element
in contact center solutions, as consumers embrace new technologies
and devices in creative ways and at an accelerating pace. Avaya is
continuing to invest in AI-derived solutions delivered through
cloud and subscription models to create “Experiences that Matter”
for customers, employees and agents. This increased adoption and
deployment of AI is providing significant new opportunities for
enhanced UCC and CC solutions that improve the customer experience
and transform the Digital Workplace. By expanding the use of AI, we
can potentially reduce adoption costs, increase solution
effectiveness and offer expanded alternatives to traditional
methods for rendered services.
Our Market Opportunity
We believe that these trends create significant market opportunity
for the next-generation UCaaS, Collaboration, CCaaS and CPaaS
solutions that Avaya has brought to the market in fiscal 2020. The
limitations of traditional premise-based communications solutions
and services and capital-intensive buying models present an
opportunity for differentiated vendors to gain market share in the
cloud. We believe that the total available market for these
solutions includes spending on communications applications, and the
business devices that improve the application experience, as well
as spending on one-time and recurring professional, enterprise
cloud and managed services, and support services to implement,
maintain and manage these solutions.
We are expanding our business in several of these areas, primarily
with cloud-facing and subscription-based consumption models for
customers, as well as providing them with managed services
offerings. We are also growing in the customer segments that we
serve, including large enterprises with more than 1,000 employees,
as well as midmarket enterprises with between 50 and 250 agents in
the contact center market and between 100 and 1,000 employees for
customers using our UCC solutions. The growth opportunity in these
markets comes from the need for enterprises to increase
productivity and upgrade their unified communications and
collaboration and contact center strategy to a more integrated
approach, to account for the accelerated work from home / work from
anywhere trend, increased mobility, and a host of devices and
multiple communications channels. In response to these needs, we
expect that aggregate total spending on UCC, CPaaS, CC, services
and support, and enterprise cloud and managed services to grow,
with the majority of growth coming from cloud
services.
Although the decision makers for our solutions and services have
traditionally been senior IT leadership, up to and including Chief
Information Officers (“CIOs”), our research finds that now more of
the buying decisions are being influenced by business units and the
broader C-suite, including Chief Executive Officers (“CEOs”), Chief
Marketing Officers (“CMOs”) and Chief Digital Officers (“CDOs”).
They have become more involved as digital transformation has
expanded beyond the data center and IT infrastructure to encompass
lines of business operations and customer experiences. CEOs, CMOs
and CDOs are recognizing growing customer and employee demand for
better interactions across multiple channels of their choosing, and
they see an opportunity to differentiate their companies and lines
of business by providing their employees with an opportunity to
deliver a superior customer experience.
We believe that due to the increasing importance of technology as
both an internal and external-facing presence of the enterprise, as
well as the high stakes of data breaches, CEOs are increasingly
engaged in the decision-making process. CMOs and CDOs are gaining
additional budget authority as they are tasked with managing
customer experience and marketing activities using sophisticated
communications technology and rich data. We believe that because of
the shifts in decision-making roles, the focus of customer
experience solutions should be to provide businesses with better
ways to engage with end users securely across multiple platforms
and channels, creating better customer experiences, and ultimately,
higher revenues for the business.
In our experience, decision makers have three critical
priorities:
•Shift
to cloud-based solutions:
Companies today seek technology that helps them lower Total Cost of
Ownership (“TCO”) and increase deployment speed and application
agility, including a variety of public, private and hybrid cloud
solutions. They are also shifting away from a complex, proprietary
capital-intensive consumption model to one that is more flexible
and efficient in gaining access to the latest
technology.
•Leverage
existing technology infrastructure while positioning for the
future:
The speed at which new technology enters the market is challenging
companies to rapidly adopt and install new technology. We believe
this pressure creates strong demand for scalable systems that do
not require enterprise-wide overhauls of existing technology to
implement newer solutions and technologies. Instead, it favors
incremental, flexible, extensible technologies that are easy to
adopt and compatible with, existing infrastructures.
•Manage
the reliable and secure integration of an increasing number and
variety of devices and endpoints:
Today, business users leverage laptops, smartphones and tablets
just as often – if not more than – desk-based devices.
The ability to communicate seamlessly and securely across devices,
applications and endpoints must be managed as part of an integrated
communications infrastructure.
Our Answer
Position Avaya as the leader in cloud-based Digital Workplace and
Customer Experience Solutions. To accomplish this, we plan
to:
•Define
innovation in our core market segments by delivering powerful
AI-enabled cloud communications solutions,
•Win
with global services capabilities that support customer cloud
adoption and drive expansion, and
•Activate,
convert and transform our installed base by providing a customer
journey that enables them to effortlessly migrate to, and consume
Avaya cloud services.
In addition, Avaya intends to:
•Increase
our Midmarket Capabilities and Market Share:
We believe our market opportunity for the portion of the midmarket
segment that Avaya serves is growing. We define the midmarket as
firms with between 50 and 250 agents for CC and between 100 and
1,000 employees for UCC. Not only do we believe this segment is
growing, but we also believe midmarket businesses are underserved
and willing to invest in IT enhancements. We intend to continue to
invest in our midmarket offerings and go-to-market resources to
increase market share and meet the growing demands of this
segment.
•Increase
Sales to Existing Customers and Pursue New Customers:
We believe that we have a significant opportunity to increase our
sales to our existing customers by offering new solutions from our
Avaya OneCloud portfolio. This set of cloud capabilities is
supported by our market leadership, global scale and extensive
customer interaction, including at the C-suite level, and creates a
strong platform from which to drive and shape the evolution of
enterprise communications. Our track record with our customers has
earned us credibility that we believe provides us with a
competitive advantage in helping them cope with this
evolution.
We also believe our refreshed product and services portfolio
provides increased potential for acquiring new
customers.
We have worked to become both HIPAA and PCI DSS compliant as we
believe the ability to service these two areas will significantly
expand our potential customer base and total addressable market.
These certifications allow for market penetration into otherwise
restrictive and difficult markets, including healthcare and
pharmaceuticals.
•Invest
in Sales and Distribution Capabilities:
Our flexible go-to-market strategy consists of both a direct sales
force and indirect sales through our alliances and channel
partners, allowing us to reach customers across industries and
around the globe. We believe our channel partner network is a
valuable competitive differentiator. We intend to continue
investing in our channel partners and sales force in order to
optimize their market focus and enter new vertical segments. We
provide our channel partners, including master agents and sales
agents, with training, marketing programs and technical support
through our Avaya Edge program that helps to further differentiate
our offerings. These agents are our primary distribution channel
for small to midmarket customers. Under our master agent program,
small to midmarket sales agents connect potential customers with us
and we then handle the rest of the transaction including
contracting, provisioning, managing and billing the Avaya services
for the business. The master agent program provides an option that
rounds out the available choices for customers, channel partners
and sales agents to access Avaya’s industry-leading communications
solutions.
We also leverage our sales and distribution channels to accelerate
customer adoption of our cloud-based solutions and generate an
increasing percentage of our revenue from our new high-value
software products, video collaboration, midmarket offerings and
user experience applications.
•Expand
Margins and Profitability:
We maintain a tight focus on profitability levels and are
continually evaluating the efficacy of our cost-saving initiatives.
These initiatives have contributed to improvements in our gross
margin and we expect to pursue additional cost-reduction
opportunities. While we anticipate margin and profitability growth
to increase over the long-term as a result of these cost-saving
initiatives, we expect slight decreases in margin during fiscal
2021 as we invest in our new Avaya OneCloud offerings.
Our Competitive Strengths
We believe the following competitive strengths position us to
capitalize on the opportunities created by the market trends
affecting our industry.
A Leading Position across our Primary Markets
With a full suite of UCC and CC solutions offered under Avaya
OneCloud and our expansive go-to-market capability, we are a leader
in business communications. We maintain a leading market share in
worldwide contact center agents and are among the leaders in
unified communications and collaboration seats. We were recognized
as a Leader in the Aragon Research Globe for Unified Communications
and Collaboration and Aragon Research Globe for Unified
Communications and Collaboration 2020 reports. Additionally, we
believe that we are a leading provider of private cloud and managed
services and that our market leadership and incumbent position
within our customer base provides us with a superior opportunity to
cross-sell to existing customers and position ourselves to win over
new customers.
Our Open Standards Technology Supports Multi-vendor, Multi-platform
Environments
Our open, standards-based technology is designed to accommodate
customers with multi-vendor environments seeking to leverage
existing investments. Providing enterprises with strong integration
capabilities allows them to take advantage of new UCC and CC
technology as it is introduced. It does not limit customers to a
single vendor or add to the backlog of integration work. We also
continue to invest in our developer ecosystem, Avaya DevConnect,
which has grown to include more than 119,000 members as of
September 30, 2020. Avaya DevConnect, together with our
Application Programming Interfaces ("APIs"), which are a set of
routines, protocols and tools for building software applications
and applications development environments, allow our customers to
derive unique and additional value from our
architecture.
Building on our Leading Service Capabilities for a Significant
Recurring Revenue Stream
Avaya services relationships have long been significant
contributors to our large recurring revenue base, and provide us
with significant visibility into our customers’ future
collaboration needs. Our global support services and enterprise
cloud and managed services are typically provided to customers
through recurring contracts. These contracts generally have terms
that range from one- to five-years for support services, and one-
to seven-years terms for enterprise cloud and managed services. The
launch of our Avaya OneCloud Subscription offer is a further
evolution of our global support services business and provides our
customers with flexibility in how they consume our
solutions.
In addition to insights into their ongoing operational needs, our
professional services team engages in migration planning, security
services, custom application integration and other consulting
activities that position us to understand our customers’ business
needs today and in the future.
•Support
Services:
Avaya is a leading provider of recurring support services for
business communications solutions. Our worldwide services-delivery
infrastructure and capabilities help customers address critical
business communications needs from initial planning and design
through implementation, maintenance and day-to-day operation,
monitoring and solution management. With more than 4,000 trained
and certified services professionals worldwide, we can help
customers find and implement the right communications
solutions.
We believe the Avaya support services team continues to be
well-positioned for success due to our close collaboration between
our R&D and service planning teams in advance of new product
releases. We offer high levels of automation to onboard and manage
a customer’s communications infrastructure, delivering faster, more
effective deployments from proof of concept to production. This
includes a robust communications automation platform with full
event orchestration leveraging advanced AI functionality. As a
pioneer of the omnichannel support experience in enterprise
support, Avaya also gives customers the option to interact with our
"Ava" virtual agent, to access immediate support answers online.
Customers can also connect with one of our experts via web chat,
web talk or web video. When necessary, Avaya Services can also
directly access our R&D teams to resolve customer issues. All
combined, these capabilities position Avaya to provide the
highest-quality service for Avaya products.
•Professional
Services:
Avaya offers a broad portfolio of capabilities through its
professional services, including implementation/enablement
services, system optimization, innovation services, partner
solution integration and custom applications
development.
•Enterprise
Cloud and Managed Services:
With a focus on customer performance and growth, Avaya’s enterprise
cloud solutions and managed services solutions range from managing
software releases, to operating customer cloud, premise or
hybrid-based communication systems, to helping customers migrate to
next-generation business communications environments. We believe
that our deep understanding of application management supporting
unified communications, collaboration and contact center solutions
positions us to best manage and operate cloud-based communications
systems for our customers.
We believe our employees and consultants are among the best in our
industry because they are trained and supported by the best in the
industry. The high level of customer satisfaction ratings we
receive for support transactions is a testament to the expertise of
our people. These dedicated professionals are focused on satisfying
customer needs, driving a proactive and preventive agenda to help
customers maintain optimum levels of service.
We continue to broaden the options for cloud-based service
offerings, expanding our consulting services capabilities and
upselling our existing customers to our cloud-based and managed
services offerings. We are investing to provide additional options
along the spectrum of support service offerings, constantly
developing our tools and infrastructure to improve our service
levels. In addition, as our custom applications development team
complete customer-funded application development engagements, they
identify opportunities to monetize those solutions across our
broader customer base.
Expanding Cloud Offerings and Capabilities
In our experience, technology and business leaders are increasingly
turning to cloud-based technologies and business models that help
enterprises cut costs, increase productivity, simplify IT
environments and shift, when possible, to subscription-based
models. We are investing in the expansion of our cloud and hybrid
cloud solutions and through our Avaya OneCloud portfolio, offer
solutions and technologies that span on-premise, private, public
and hybrid cloud development models. Avaya Cloud Office, launched
in fiscal 2020, will position us to further meet market demand for
cloud-based unified communications and collaboration applications,
while the launch of our next-generation CCaaS offering will support
customer demand in contact center applications.
Open Standards, Product Differentiation and Innovation
Avaya’s open architecture provides a competitive advantage for us
as potential customers consider migrating to our solutions and
services because we can integrate with incumbent competitor systems
and provide a path for gradual transition, while immediately
achieving overall cost savings and improved
functionality.
Throughout fiscal 2020, we enhanced our Avaya OneCloud portfolio by
rolling out new solutions to address growing demand for our CCaaS,
CPaaS, UCaaS and Subscription offerings, as customers transition to
cloud-based and subscription consumption models to support public,
private and hybrid cloud or on-premise deployments.
We expect to continue investing in innovation across the portfolio
to bring further enhancements and breakthroughs to market,
encouraging customers to continue to add innovative new
capabilities to their systems. As we expand our cloud and mobility
opportunities, we are also identifying new ways to leverage virtual
desktop infrastructure to securely deliver business communications
to users. We are developing AI solutions internally and with
partners to help organizations transform customer experiences. We
are deploying these disruptive solutions to drive incremental value
for our customers, and their customers.
Research and Development ("R&D")
Avaya makes substantial investments in R&D to develop new
systems, solutions and software in support of business
communications, including, but not limited to, converged
communications systems, communications applications, multimedia
contact center innovations, collaboration tools, messaging
applications, video, speech-enabled applications, business
infrastructure and architecture, converged mobility systems, cloud
offerings, web services, artificial intelligence,
communications-enabled business processes and applications, and
services for our customers. Over the past three fiscal years, we
have invested approximately $780 million in R&D, including
technology acquisitions.
We invested 19.3%, 16.7% and 16.9% in R&D as a percentage of
product revenue in fiscal 2020, 2019 and 2018, respectively,
reflecting a consistent investment in R&D as a percentage of
product revenue and evidencing our commitment to innovation. Our
investments in fiscal 2020 focused on driving innovative cloud
solutions across our portfolio and new releases of our UCC and CC
solutions.
Patents, Trademarks and Other Intellectual Property
We own a significant number of patents important to our business
and we expect to continue to file patent applications to protect
our R&D investments in new products and services across all
areas of our business. As of September 30, 2020, we had more
than 4,400 patents and pending patent applications, including
foreign counterpart patents and foreign applications. These patents
and pending patent applications cover a wide range of products and
services involving a variety of technologies. For the U.S., patents
terms may be 20 years from the date of the patent's filing,
depending upon term adjustments made by the patent office. In
addition, we hold numerous trademarks in the U.S. and in other
countries. We also have licenses to intellectual property for the
manufacture, use and sale of our products.
We obtain patent and other intellectual property rights used in
connection with our business when practicable and appropriate.
Historically, we have done so both organically, through commercial
relationships, and in connection with acquisitions.
We manage our patent portfolio to maximize return on investment by
selectively selling patents at market prices and cross licensing
with other parties when such sales or licensing are in best our
interests. These monetization programs are conducted in a manner
that helps to preserve Avaya’s freedom to operate and to help
ensure that Avaya retains patents needed for defensive
use.
From time to time, assertions of infringement of certain patents or
other intellectual property rights of others have been made against
us, and certain pending claims are in various stages of litigation.
Based on our experience and customary industry practice, we believe
that any licenses or other rights that might be necessary for us to
continue with our current business could be obtained on
commercially reasonable terms. For more information concerning the
risks related to patents, trademarks and other intellectual
property, see Item 1A, "Risk Factors-Risks Related to Our
Business-Intellectual Property and Information Security-We may be
subject to litigation and infringement claims, which could cause us
to incur significant expenses or prevent us from selling our
products or services."
Customers
Avaya employs a flexible, go-to-market strategy to support our
diverse customer base, ranging in size from small businesses
employing a few employees to large government agencies and
multinational companies with more than 100,000 employees. Our
customers operate in a broad range of industries, including
financial services, manufacturing, retail, transportation, energy,
media and communications, hospitality, health care, education and
government. Our customers include leading Forbes Global 2000
companies across all these industries. For more information
concerning the risks related to contracts with the U.S. federal
government, see Item 1A, "Risk Factors - Risks Related to Our
Business-Our Operations, Markets and Competition-Contracting with
government entities can be complex, expensive and
time-consuming."
Sales and Distribution
Our global go-to-market strategy is designed to focus and
strengthen our reach and impact on large multinational enterprises,
midmarket and regional enterprises and small businesses. Our
go-to-market strategy is intended to serve our customers in the way
they prefer to work with us, either directly with Avaya or
indirectly through our sales channel, which includes our global
network of strategic alliances, channel partners, distributors,
dealers, value-added resellers, telecommunications service
providers, system integrators, master agents and sub-agents. Our
sales organizations are equipped to sell our comprehensive Avaya
OneCloud portfolio complemented by services offerings including
product support, integration and other professional services, and
enterprise cloud and managed services.
We continue to focus on efficient deployment of Avaya sales
resources, both directly and indirectly through our channel
partners, for maximum market penetration and global growth. Our
investment in our sales organization includes fully integrated
curricula on the sales process, guided selling, sales enablement
and our solutions for all roles within our sales
organization.
Seasonal trends impact the sale of our products. Typically, our
second fiscal quarter is our weakest and our fourth fiscal quarter
is our strongest, see Item 1A, "Risk Factors - Risks Related to Our
Financial Results, Finances and Capital Structure-In addition to
experiencing some seasonal trends, our quarterly and annual
revenues and operating results have historically fluctuated and the
results of one period may not provide a reliable indicator of our
future performance."
Development Partnerships
The Avaya DevConnect program is designed to promote the
development, compliance-testing and co-marketing of innovative
third-party products that are compatible with Avaya’s
standards-based products. Member organizations have expertise in a
broad range of technologies, including IP telephony, contact center
and unified communications and collaboration
applications.
As of September 30, 2020, over 32,000 companies have registered
with the program, including over 280 companies operating at higher
program levels, eligible for technical support and to submit their
products or services for compatibility testing through the program
by the Avaya Solution Interoperability and Test Lab ("Avaya Test
Lab"). Avaya DevConnect engineers work in concert with each
submitting member company to develop comprehensive test plans for
each application to validate the product integrations.
Manufacturing and Suppliers
We have outsourced substantially all of our manufacturing
operations to several contract manufacturers. Our contract
manufacturers produce the vast majority of our products in
facilities located in southern China, with other products
manufactured in facilities located in Mexico, Taiwan, Germany,
Ireland and the U.S. All manufacturing of our products is performed
in accordance with detailed specifications and product designs,
furnished or approved by Avaya, and is subject to rigorous quality
control standards. We periodically review our product manufacturing
operations and consider changes we believe may be necessary or
appropriate. We also purchase certain hardware components and
license certain software components from third-party Original
Equipment Manufacturers ("OEMs"), which we then resell separately
or as part of our products under the Avaya brand.
In some cases, certain components are available only from a single
source or from a limited number of suppliers. Delays or shortages
associated with these components could cause significant disruption
to our operations, although we have not yet had any such event have
a material impact on us. We have also outsourced substantially all
our warehousing and distribution logistics operations to several
providers of such services on a global basis, and any delays or
material changes in such services could cause significant
disruption to our operations, although many alternative suppliers
are active in the market today. For more information on risks
related to products, components and logistics, see Item 1A, "Risk
Factors-Risks Related to Our Business-Our Operations, Markets and
Competition-We rely on third-party contract manufacturers,
component suppliers and partners (some of which are sole source and
limited source suppliers) and warehousing and distribution
logistics providers. If these relationships are disrupted and we
are unable to obtain substitute manufacturers, suppliers or
partners, on favorable terms or at all, our business, operating
results and financial condition may be harmed."
The Company has not experienced any material impacts from the
tariffs levied by the U.S. Government on goods manufactured in
China and sold into U.S. markets.
Competition
Although we believe we are differentiated from any single
competitor, the following represent the Company's primary
competitors in various lines of our business:
•Enterprise
UCC:
Cisco, Microsoft, NEC, Atos Unify, Alcatel-Lucent Enterprise and
Huawei.
•Midmarket
UCC:
Mitel, NEC, Cisco and Microsoft.
•Cloud
Products and Services:
Cisco, Microsoft, RingCentral, 8x8, Mitel, Google, LogMeIn, Fuze,
Zoom and Twilio.
•Video
Products and Solutions:
Cisco, Microsoft, Zoom, LogMeIn, Google, Poly, Huawei, ZTE, Ring
Central, BlueJeans, and LifeSize.
•Enterprise
Contact Center Products and Services:
Genesys, Cisco, Aspect Software, Huawei, NEC and Enghouse
Interactive.
•Midmarket
Contact Center Products and Services:
Genesys, Cisco, Five9, NICE InContact, Amazon, Twilio, Talkdesk and
Vonage.
We also face competition in certain geographies with companies that
have a particular strength and focus in these regions, such as
Huawei in China and Intelbras in Latin America.
While we believe our global, in-house end-to-end services
organization as well as our indirect channel provide us with a
competitive advantage, we face competition from companies offering
products and services directly or indirectly through their channel
partners, as well as resellers, consulting and systems integration
firms and network service providers.
For more information on risks related to our competition, see Item
1A, "Risk Factors-Risks Related to Our Business-Our Operations,
Markets and Competition- We face formidable competition from
providers of unified communications and contact center solutions
and services, including cloud-based solutions, and this competition
may negatively impact our business and limit our
growth."
Employees and Human Capital Management
As of September 30, 2020, we had 8,266 employees with 2,774 located
in the U.S. and 5,492 located outside the U.S. There were 7,941
employees not represented by unions or similar organizations and
325 that were represented and covered by collective bargaining
agreements. Of the 325 full-time employees covered by collective
bargaining agreements, 310 were located in the U.S. Over recent
years, we have assembled a new senior management team that is
action-oriented with a disruptive mindset and the willingness to
move the business forward to achieve our objectives.
The Compensation Committee of our Board of Directors is responsible
for monitoring our human capital management, including, among other
aspects, management depth and strength assessment, leadership
development, talent assessment, diversity, equality and inclusion
and our employee survey results. While human capital management is
overseen at the highest level of our Company, it is woven into the
everyday fabric of Avaya’s culture.
At Avaya, our people – and the richness of their ethnicities,
perspectives, experiences and skills - are the driving force behind
our every success. We established cultural principles that are the
foundation of our success and put these into action by living our
cultural principles in everything we do. Our cultural principles
are: simplicity, accountability, teamwork, trust and empowerment.
These cultural principles serve as the framework in which we hire,
train and manage and assess the performance our global employee
population. We believe these principles help differentiate us and,
in part, allowed us to retain 96.4% of our top-rated employees
throughout fiscal 2020. This represents a 2.1 point increase year
over year.
As part of Avaya’s overall dedication and investment in its
employees and consistent with its people first strategy, we conduct
employee engagement surveys. The surveys in each of fiscal 2018 and
fiscal 2019 focused on a variety of different areas, including
employee trust in the leadership, effectiveness of leadership
communication, and personal and professional employee development.
As a result of our transition to a largely work from home workforce
in response to global efforts to contain the impact of the COVID-19
pandemic, our engagement survey in fiscal 2020 focused on remote
working, including topics such as the employees’ continued
effectiveness in a remote environment, access to the necessary
resources to be successful in their roles, continued customer focus
in a virtual environment and gauging our employees’ health and
wellbeing. Avaya intends to continue to monitor engagement through
different surveys.
Lastly, Avaya continues to strive to make diversity, equality and
inclusion a priority. As of September 30, 2020, 22% of the global
employee headcount was female and 26% of our employees in the
United States self-identified as part of a minority group. For
additional information on the workplace elements of Avaya’s
Corporate Responsibility Program see “--Corporate Responsibility
and Culture at Avaya.”
Corporate Responsibility and Culture at Avaya
Creating experiences that matter not only defines how Avaya does
business, but how we aspire to impact the world. The Avaya OneCloud
portfolio of communications solutions contributes to environmental
sustainability, supporting remote working initiatives through
unified communications solutions such as video, collaboration and
team rooms. Our company and our associates also drive positive
change by taking action and building partnerships to address
pressing environmental and community issues as part of our
commitment to Corporate Responsibility. We are leveraging
sustainability as an opportunity for innovation, such as developing
new initiatives to eliminate single-use plastics in our operations
and supply chain. Our employees, customers, partners and suppliers
continue to make meaningful and lasting differences in the world,
including donating their time and money to support charities and
non-profit organizations worldwide. And we are advancing awareness
of diversity and inclusion by engaging in dialogue with our
employees and leaders.
Avaya’s Corporate Responsibility Program incorporates four key
elements: Environment, Community, Marketplace and Workplace. For
the Environment element, Avaya looks to implement environmental
stewardship practices at our global locations. Community represents
Avaya working to positively impact society and supporting the
communities where we are located. Marketplace includes engaging in
fair and ethical business dealings with our customers, our partners
and our supply chain. Workplace focuses on developing a desirable
place to work for our employees across the globe.
•With
8,266 global employees, diversity, inclusion and equity have been
fundamental to Avaya’s core values. Avaya is a member of the CEO
Action for Diversity & Inclusion program to work toward a more
inclusive and progressive workplace that values differences and
evolves understanding and is also a signatory to the statement from
the Silicon Valley Leadership Group standing up for racial justice
and equality. This statement is available on www.avaya.com.
Information on our website is not a part of this
report.
•Avaya
has also made a commitment to a newly established Avaya Diversity
& Inclusion Council. This council, which is to be created by
Avaya employees, aims to build a workplace where individuality is
celebrated and harnessed, creating a culture of engagement,
innovation and inclusivity.
•Avaya
has also created new employee resource groups, including the WIN@A
(Women Inspired Network @ Avaya) group focused on women, and ABLE
(Avaya Blacks Leading Empowerment) and is also creating new groups
for Veterans, LGBTQ employees, Hispanics/Latinos and other
employee-defined priority groups.
•These
Company-sponsored groups provide the global Avaya team with an
opportunity to share open dialogue around issues, promote a culture
of Diversity and Inclusion, and provide new business and audience
insights into the Company’s diverse customer base.
•Avaya
conducts unconscious bias training for all employees. This is not a
new program, but has been accelerated to allow for more timely
discussions and a greater sense of urgency.
•The
Company’s Talent Acquisition program has led to steady
year-over-year increases in female and minority representation in
leadership positions across Avaya, and the team is currently
implementing a series of new tools and practices to further
increase diversity in the Company’s candidate pools for hiring and
advancement.
The Company has taken an employee-first view of diversity and
inclusion, and employees are encouraged to support each other and
Avaya communities in light of recent events. We are closely
tracking progress on these key items, while exploring other
initiatives, from corporate social responsibility, to investments
in non-profit organizations, to supporting employee efforts and
supporting the global communities where Avaya employees live and
work.
Environmental, Health and Safety Matters
Avaya is subject to a wide range of governmental requirements
relating to safety, health and environmental protection,
including:
•certain
provisions of environmental laws governing the cleanup of soil and
groundwater contamination;
•various
local, federal and international laws and regulations regarding the
material content and electrical design of our products that require
us to be financially responsible for the collection, treatment,
recycling and disposal of those products; and
•various
employee safety and health regulations that are imposed in various
countries within which we operate.
We are currently involved in a few remediations at currently or
formerly owned or leased sites, which we do not believe will have a
material impact on our business or results of operations. See Item
1A, "Risk Factors-Risks Related to Our Business-Global Operations
and Regulations-We may be adversely affected by environmental,
health and safety laws, regulations, costs and other liabilities"
for a discussion of the potential impact such governmental
requirements and climate change risks may have on our
business.
Cybersecurity
Avaya has a vigorous, risk-based cybersecurity program, dedicated
to protecting our data as well as data belonging to our customers
and partners. We utilize a defensive in-depth strategy, with
multiple layers of security controls to protect our data and
solutions. Organizationally, we have a Product Security Council,
cross-functional Cyber Incident Response teams, Security Operations
Centers, and strong governance to ensure compliance with our
security policies and protocols. These teams are comprised of
experts across our enterprise, as well as outside experts, to
ensure that we are monitoring the effectiveness of our
cybersecurity governance and vulnerability management
programs.
For more information on risks related to data security, see Item
1A, "Risk Factors-Risks Related to Our Business-Intellectual
Property and Information Security-
A breach of the security of our information systems, products or
services or of the information systems of our third-party providers
could adversely affect our business, operating results and
financial condition."
Corporate Information
Our principal executive offices are located at 2605 Meridian
Parkway, Suite 200, Durham, North Carolina. Our corporate telephone
number is (908) 953-6000. Our website address is www.avaya.com.
Information contained in, and that can be accessed through our
website is not incorporated into and does not form a part of this
Annual Report on Form 10-K.
Avaya Holdings is a holding company with no stand-alone operations
and has no material assets other than its ownership interest in
Avaya Inc. and its subsidiaries. All of the Company’s operations
are conducted through its various subsidiaries, which are organized
and operated according to the laws of their jurisdiction of
incorporation or formation, as applicable, and consolidated by the
Company.
The Company's corporate governance documents, including the Board
of Directors' Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee charters are
available, free of charge, on Avaya’s website at
https://investors.avaya.com.
All of the Company's periodic reports filed with the Securities and
Exchange Commission ("SEC") pursuant to Section 13(a), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, are available,
free of charge, on Avaya’s website, including its Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, Proxy Statements and any amendments to those reports. These
reports and amendments are available on Avaya’s website as soon as
reasonably practicable after the Company electronically files the
reports or amendments with the SEC. The SEC maintains a website
(www.sec.gov) that contains these reports, proxy and information
statements and other information.
Emergence from Bankruptcy
On January 19, 2017 (the "Petition Date"), Avaya Holdings Corp.,
together with certain of its affiliates (collectively, the
"Debtors"), filed voluntary petitions for relief (the "Bankruptcy
Filing") under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court"). On November
28, 2017, the Bankruptcy Court entered an order confirming the
Second Amended Joint Plan of Reorganization filed by the Debtors on
October 24, 2017 (the "Plan of Reorganization"). On December 15,
2017 (the "Emergence Date"), the Plan of Reorganization became
effective and the Debtors emerged from bankruptcy.
Beginning on the Emergence Date, the Company applied fresh start
accounting, which resulted in a new basis of accounting and the
Company becoming a new entity for financial reporting purposes. As
a result of the application of fresh start accounting and the
effects of the implementation of the Plan of Reorganization, the
Consolidated Financial Statements after December 15, 2017 are not
comparable with the Consolidated Financial Statements on or prior
to that date. Our financial results for the period from October 1,
2017 through December 15, 2017 are referred to as those of the
"Predecessor" period. Our financial results for the period from
December 16, 2017 through September 30, 2018 are referred to as
those of the "Successor" period or periods. Our results of
operations as reported in our Consolidated Financial Statements for
these periods are in accordance with accounting principles
generally accepted in the United States of America ("GAAP").
Although GAAP requires that we report on our results for the period
from October 1, 2017 through December 15, 2017 and the period from
December 16, 2017 through September 30, 2018 separately, we have in
certain instances in this report presented operating results for
the fiscal year ended September 30, 2018 by combining the results
of the Predecessor and Successor periods because such presentation
provides the most meaningful comparison of our results to prior
periods.
For a more detailed discussion of our bankruptcy proceedings (the
"Restructuring"), see Part II, Item 7 "Management’s Discussion and
Analysis of Financial Condition and Results of Operations" and Part
II, Item 8, Note 24, "Fresh Start Accounting," to our Consolidated
Financial Statements.
Summary of Risk Factors
The risk factors summarized and detailed below could materially
harm our business, operating results and/or financial condition,
impair our future prospects and/or cause the price of our common
stock to decline. These are not all of the risks we face and other
factors not presently known to us or that we currently believe are
immaterial may also affect our business if they occur. Material
risks that may affect our business, operating results and financial
condition include, but are not necessarily limited to, those
relating to:
Risks Related to our Business
•executing
our strategic operating plan, including our strategic partnership
with Ring Central, Inc.;
•shifting
more of our business to a subscription-based operating expense
model which may harm our cash flows;
•the
novel coronavirus (“COVID-19”) pandemic and other future epidemics
and public health crises;
•completing
acquisitions and/or strategic alliances, including those needed to
increase our share of the cloud communications industry and
integrating such acquired businesses and alliances;
•market
opportunities may not develop for our solutions and services in
ways that we anticipate and we may not succeed in developing new
innovative solutions and services to keep pace with rapidly
changing technology, evolving industry standards and customer
preferences;
•industry
consolidation and competition from providers of unified
communications and contact center solutions and services, including
cloud-based solutions;
•our
ability to continue to expand our cloud-based solutions and
services offerings;
•our
reliance on our indirect sales channel;
•disruptions
to our third-party contract manufacturers, component suppliers and
partners (some of which are sole source and limited source
suppliers) and warehousing and distribution logistics
providers;
•changes
in U.S. trade policy, including the imposition of
tariffs;
•compliance
with laws and regulations relating to the formation,
administration, performance and pricing of contracts with
government entities;
•
the ability to detect and correct design defects, errors, failures
or “bugs” in our products and services;
•disruptions
to our business due to catastrophic disasters or events, including
health epidemics;
•protection
of our proprietary rights to our intellectual
property;
•some
of our products contain software from open source code
sources;
•litigation,
intellectual property, infringement claims and the protection of
our intellectual property;
•failure
to comply with laws and contractual obligations related to data
privacy and protection;
•security
breaches of our information systems, products or services or of the
information systems of our third-party providers;
•operational,
logistical, economic and/or political challenges in a specific
country or region, which could negatively affect our revenue,
costs, expenses and financial condition or those of our channel
partners and distributors;
•compliance
with certain telecommunications or other rules and regulations,
which could subject us to enforcement actions, fines, loss of
licenses and possibly restrictions on our ability to operate or
offer certain of our services;
•compliance
with U.S. and foreign government laws and regulations, including
environmental, health, safety and data privacy laws and regulations
and economic sanctions;
Risks Related to Our Financial Results, Finances and Capital
Structure
•our
revenues and operating results have historically fluctuated and may
not be a reliable indicator of our future performance;
•shifts
in the mix of sizes or types of organizations that purchase our
solutions or the mix of products, solutions and services purchased
by our customers could affect our gross margins and operating
results;
•not
realizing the expected benefit from cost-reduction
initiatives;
•we
may be required to record a significant charge to earnings if our
goodwill or intangible assets become impaired;
•our
degree of leverage;
•restrictions
included in our financing agreements and indentures;
•our
ability to service all of our indebtedness and other ongoing
liquidity needs and to raise additional capital to fund our
operations;
•the
price of our common stock may be volatile and fluctuate
substantially;
•potential
for significantly dilutive issuance of common stock, including upon
the conversion of our convertible notes and preferred
stock;
•our
intention not to pay dividends on our common stock for the
foreseeable future; and
•the
holders of our Series A Preferred Stock have certain consent rights
over charter amendments and issuances of senior equity and they may
exercise their redemption or put rights.
Risks Related to Our Business
Our Operations, Markets and Competition
If we do not successfully execute our strategic operating plan, or
if our strategic operating plan is flawed, our business, operating
results and financial condition could be materially and adversely
affected.
Each year, we develop our strategic operating plan that serves as a
roadmap for implementing our business strategy and the basis for
the allocation of resources, capital, investment decisions, product
life cycles, process improvements and strategic alliances and
acquisitions. In developing the strategic plan, we make certain
assumptions including, but not limited to, those related to the
market environment, customer demand, evolving technologies,
competition, market consolidation, the global economy and our
overall strategic priorities for the upcoming fiscal year. We sell
business communications solutions and services in markets where the
technology available and the utilized go-to-market models are
rapidly changing. Actual economic, market and other conditions may
be different from our assumptions and we may not be able to
successfully execute our strategic operating plan. Moreover,
because we deliver sophisticated products and solutions, our sales
process for a portion of our business is complex, lengthy and
complicated. If we do not successfully execute our strategic
operating plan, or if actual results vary significantly from our
assumptions, our business, operating results and financial
condition could be adversely impacted. Potential adverse impacts
include, but are not limited to, investments made in research and
development that do not develop into commercially successful
products, operating inefficiencies, unsuccessful strategic
alliances or acquisitions or lower revenues due to our sales focus
being misaligned with customer demand or an inability to compete
effectively against competitors. In addition, unforeseen events,
such as the COVID-19 pandemic, could have a significant effect on
our ability to execute our strategic plan.
The timing of our cash flows may be negatively impacted as we shift
more of our business to a subscription-based model.
We intend to increase our recurring revenue by shifting more of our
business to a subscription-based model instead of a perpetual
license model. To do this, we need to offer relevant cloud-enabled
unified communications and contact center solutions and services at
competitive prices, which will both attract new customers and which
we can bundle and upsell to existing customers. If we successfully
increase our subscription revenues, we expect that it will result
in more of our cash receipts being deferred relative to our
historical perpetual license model as payments are spread over a
pre-determined time period (e.g. monthly or annually) rather than
being received upfront.
The COVID-19 pandemic could have a material adverse effect on the
Company’s business, results of operations and financial condition
and/or cash flows.
On March 11, 2020, the World Health Organization characterized
COVID-19 as a pandemic. The COVID-19 pandemic, and the responses of
governments worldwide to COVID-19, are having a negative impact on
regional, national and global economies, disrupting supply chains
and reducing international trade and business activity. The
pandemic has caused many governments throughout the world to
implement stay-at-home orders, quarantines, significant
restrictions on travel and other social distancing measures
including restrictions that prohibit many employees from commuting
to their customary work locations and require these employees to
work remotely if possible. Many of these restrictions have remained
in place for months and in light of recent resurgences in the
outbreak may continue in one fashion or another for the foreseeable
future.
The impact of the COVID-19 pandemic has and may continue to
adversely impact our financial condition and results of operations
in a variety of ways, including, but not limited to:
•Our
ability to operate, as well as our partners’ and/or customers’
ability to operate in affected areas, has been and may continue to
be hindered, which may cause our business and operating results to
decline.
•The
inability of our employees to access customers’ sites has and will
continue to hinder our ability to offer services that can only be
provided on site, as well as our ability to make in person sales
visits and demonstrations.
•Clients
and customers have had and may continue to have difficulty meeting
their payment obligations to us, resulting in late or non-payment
of amounts owed.
•We
may experience significant reductions or volatility in demand for
our solutions as customers may not be able to enter into new
purchase commitments or otherwise invest in their business due to
financial downturns or general economic uncertainty.
•We
may experience temporary or long-term disruptions in our supply
chain, which may significantly impact our distribution network,
results of operations (including sales) or business.
•The
effects of shelter-in-place orders may negatively disrupt our
business as a number of our employees, customers and partners, work
remotely, the magnitude of which will depend, in part, on the
length and severity of the restrictions and other limitations on
our ability to conduct our business in the ordinary
course.
•To
the extent a number of our employees, including our executive
officers and other members of our management team, are impacted in
significant numbers by the outbreak of the pandemic and are not
available to conduct work, our business and operating results may
be negatively impacted.
•We
may not be able to ensure business continuity in the event our
continuity of operations and crisis management plans are not
effective or are improperly implemented.
•The
significant disruption of global financial markets, which has
impacted the value of our common stock and could further materially
impact the value of our stock in the future, may reduce our ability
to access further capital, which could in the future negatively
affect our liquidity and could affect our business in the near and
long-term.
The extent of the impact of the COVID-19 pandemic on our business,
financial performance and liquidity, including our ability to
execute our near-term and long-term business strategies and
initiatives in the expected time frame, will depend on future
developments, including the duration and severity of the pandemic,
as well the timing of the development of vaccines and other
therapeutic measures, none of which can be predicted. Any of the
foregoing factors, or other cascading effects of the COVID-19
pandemic that are not currently foreseeable, could have a material
adverse effect on our business, results of operations, financial
condition and/or cash flows. Some economists are predicting that
the recession caused by the COVID-19 pandemic, including as a
result of the actions by governments to slow the spread of the
disease will be steep and severe. The effectiveness of economic
stabilization efforts, including government stimulus efforts, is
not assured. Additionally, as pandemic conditions wane, we cannot
predict how quickly the marketplaces in which we operate will
return to normal.
Furthermore, our business could be adversely affected in the future
by the effects of other health epidemics and the widespread
outbreak of different contagious diseases other than COVID-19. Any
outbreak of contagious diseases, and other adverse public health
developments, could have a material and adverse effect on our
business operations. These could include supply-chain disruptions,
restrictions on our ability to distribute our products and
restrictions on our abilities to provide services in the regions
affected. Any prolonged and significant supply-chain disruptions or
inability to provide products or services would likely impact our
sales in the affected region, increase our costs and negatively
affect our operating results. In addition, as we have seen in
fiscal 2020, a significant outbreak of a contagious disease in the
human population could result in a widespread health crisis that
could adversely affect the economies and financial markets of many
countries, resulting in an economic downturn that could affect
demand for our products and services and likely impact our
operating results.
There is no assurance that we will be able to successfully complete
acquisitions and/or strategic alliances, including those needed to
increase our share of the cloud communications market, so that we
may accelerate the execution of our growth strategy.
Our strategic operating plan requires continued investments in
acquisitions and strategic alliances with other companies in
various areas, specifically, with respect to, accelerating the
development, sales and delivery of our cloud-based solutions and
services. Identifying and evaluating potential strategic
alternatives and/or partners may be time consuming and divert the
attention and focus of management and other key personnel. In
addition, we may incur substantial expenses as part of that
process. Any potential transaction would be dependent upon a number
of factors that may be beyond our control, including among other
things, economic conditions, market consolidation, industry trends
and competing bidders. There is no assurance that we will be able
to complete any acquisition or strategic alliance even if we expend
significant sums and efforts in connection with a potential
transaction. Without such transactions it may be challenging for us
to execute on our strategic operating plan in our desired time
frame and our business, operating results and financial condition
could be harmed.
Our strategic operating plan relies in part upon the successful
execution of our strategic partnership with RingCentral, Inc.
("RingCentral"), which may not be successful.
Our strategy relies on market acceptance of our cloud-based
solutions and investing in being at the forefront of offering these
solutions. Our ability to implement this strategy relies, at least
in part, on our strategic partnership with RingCentral. A strategic
partnership between two independent businesses is a complex,
costly, and time-consuming process that will require significant
management attention and resources. Realizing the benefits of our
strategic partnership with RingCentral will depend in part on our
ability to work with RingCentral to develop, market and sell Avaya
Cloud Office by RingCentral ("Avaya Cloud Office" or "ACO").
Setting up the operations and processes under which we and
RingCentral will work together may disrupt our business and, if
implemented ineffectively, would limit the expected benefits to us.
While the efforts of our strategic partnership and the launch of
ACO has been successful to date, this alliance is still in a
nascent stage and unforeseen challenges may arise, which could
impact the ultimate benefits achieved from the alliance. In
addition, the process of bringing ACO to market in additional
countries may take longer than anticipated, which could negate some
of our anticipated benefits and revenue opportunities.
The failure to meet the challenges involved in having two
businesses work together could harm our ability to realize the
anticipated benefits of this partnership and cause an interruption
of, or a loss of momentum in, our business activities in a way that
could adversely affect our results of operations. Due to this, as
well as the potential that we may incur significant
costs
associated with this partnership but our revenues may not increase
as anticipated, our business, operating results and financial
condition may be materially and adversely affected.
If we are unable to integrate acquired businesses effectively, our
business, operating results and financial condition may be
adversely affected.
Our strategic operating plan requires continued investments in
acquisitions, such as our acquisition of Intellisist, Inc. (d/b/a
Spoken), a U.S. based private technology company, which provides
cloud-based CCaaS solutions and customer experience management and
automation applications, in March 2018. We may not be able to
successfully integrate acquired businesses and, where desired,
their product portfolios into ours, resulting in the failure to
realize the intended benefits. If we fail to successfully integrate
acquisitions or product portfolios, or if they fail to perform as
we anticipate, our existing businesses and our revenue and
operating results could be adversely affected. If the due diligence
of the operations and customer arrangements of acquired businesses
performed by us and by third parties on our behalf is inadequate or
flawed, or if we later discover unforeseen financial or business
liabilities, acquired businesses and their assets may not perform
as expected or we may come to realize that our initial investment
was too large or unwarranted. Additionally, acquisitions could
result in difficulties integrating acquired operations and, where
deemed desirable, transitioning overlapping products into a single
product line, thereby resulting in the diversion of capital and the
attention of management and other key personnel away from other
business issues and opportunities. We may fail to retain employees
acquired through acquisitions, which may negatively impact our
integration efforts. Consequently, the failure to integrate
acquired businesses effectively may adversely impact our business,
operating results and financial condition.
The market opportunity for business communications solutions and
services may not develop in the ways that we anticipate, and we may
not succeed in developing new, innovative solutions and services,
which could harm our business, operating results and financial
condition.
The demand for our solutions and services can change quickly and in
ways that we may not anticipate because the market in which we
operate is characterized by rapid, and sometimes disruptive,
technological developments, evolving industry standards, frequent
new product introductions and enhancements, changes in customer
requirements and a limited ability to accurately forecast future
customer orders. Our operating results may be adversely affected if
the market opportunity for our solutions and services does not
develop in the ways that we anticipate or if other technologies
become more accepted or standard in our industry or disrupt our
technology platforms.
Our solutions and services may fail to keep pace with rapidly
changing technology, evolving industry standards and customer
preferences.
Both traditional and new competitors are investing heavily in our
markets and competing for customers. As next-generation business
communications technology continues to evolve, including, without
limitation, cloud-based communications solutions, we must keep pace
in order to maintain or expand our market leading position. We are
increasingly focused on new, high value software solutions to drive
revenue. If we are not able to successfully develop and bring these
new solutions to market in a timely manner, achieve market
acceptance of our solutions and services or identify new market
opportunities for our solutions and services, our business,
operating results and financial condition may be materially and
adversely affected.
In addition, our solutions need to keep pace with new smart devices
and the release of new operating systems so that our customers may
continue to use and manage our cloud-based solutions on smart
devices. The creation, support and maintenance of our mobile
applications may require significant resources and requires us to
maintain good relations with the application developers and users.
If we are unable to support the mobile platforms which our
customers use or maintain good working relationships with these
developers and users, our growth, business and operating results
may be impacted.
We face formidable competition from providers of unified
communications and contact center solutions and services, including
cloud-based solutions, and this competition may negatively impact
our business and limit our growth.
The markets for our solutions and services are characterized by
rapid changes in customer demands, ongoing technological changes,
evolving industry standards, new product introductions, and
evolving methods of building and operating networks. Both
traditional and new competitors are investing heavily in this
market and competing for customers. As these markets evolve, we
expect competition to intensify and to expand to include companies
that do not currently compete against us.
Because we offer solutions for contact centers and unified
communications which are cloud-based, on-premise or hybrid, we face
a wide range of competitors. Some of our competitors
include:
•Enterprise
UCC:
Cisco, Microsoft, NEC, Atos Unify, Alcatel-Lucent Enterprise and
Huawei.
•Midmarket
UCC:
Mitel, NEC, Cisco and Microsoft.
•Cloud
Products and Services:
Cisco, Microsoft, RingCentral, 8x8, Mitel, Google, LogMeIn, Fuze,
Zoom and Twilio.
•Video
Products and Solutions:
Cisco, Microsoft, Zoom, LogMeIn, Google, Poly, Huawei, ZTE,
RingCentral, BlueJeans and LifeSize.
•Enterprise
Contact Center Products and Services:
Genesys, Cisco, Aspect Software, Huawei, NEC and Enghouse
Interactive.
•Midmarket
Contact Center Products and Services:
Genesys, Cisco, Five9, NICE InContact, Amazon, Twilio, Talkdesk and
Vonage.
We also face competition in certain geographies with companies that
have a particular strength and focus in some of the geographic
regions in which we operate, such as Huawei in China and Intelbras
in Latin America.
Several of our existing competitors have, and many of our future
competitors may have, greater financial, personnel, technical,
R&D and other resources, more well-established brands or
reputations and broader customer bases than we do and, as a result,
these competitors may be in a stronger position to respond quickly
to potential acquisitions and other market opportunities, new or
emerging technologies and changes in customer requirements. On the
other hand, smaller competitors may be able to respond to
technological evolution and changes in customer demand with more
speed and agility than we can. In addition, some competitors may
have customer bases that are more geographically balanced than ours
and, therefore, may be less affected by an economic downturn in a
particular region. Other companies may have relationships with
channel partners, distributors, resellers, consulting and systems
integration firms and/or network service providers which pose a
competitive threat to us. Moreover, other competitors may have
deeper expertise in a particular stand-alone technology that
develops more quickly than we anticipate. Competitors with greater
resources may also be able to offer lower prices, additional
products or services or other incentives that we cannot match or do
not offer.
In addition, because the business communications market continues
to evolve and technology continues to develop rapidly, we may face
competition in the future from companies that do not currently
compete against us, but whose current business activities may bring
them into competition with us in the future. In particular, this
may be the case as business, information technology and
communications applications deployed on converged networks become
more integrated to support business communications. We may face
increased competition from current leaders in IT infrastructure,
consumer products, personal and business applications and the
software that connects the network infrastructure to those
applications. With respect to services, we may also face
competition from companies that seek to sell remotely hosted
services or software as a service directly to end customers.
Competition from these potential market entrants may take many
forms, including offering products and solutions similar to those
that we offer. In addition, certain of these technologies continue
to move from a proprietary environment to an open standards-based
environment.
We cannot predict which competitors may enter our markets, what
forms such competition may take or whether we will be able to
respond effectively to new competitors or to the rapid evolution in
technology and product development that has characterized our
businesses. In addition, in order to effectively compete with any
new technology or a new market entrant, we may need to make
additional investments in our business, use more capital resources
than our business currently requires or reduce prices, any of which
may materially and adversely affect particular parts of our
business, or our business as a whole.
Industry consolidation may lead to stronger competition and may
harm our business, operating results and financial
condition.
There has been a trend toward industry consolidation in the markets
in which we compete and companies which provide unified
communications are purchasing contact center providers. We expect
this trend to continue as companies attempt to strengthen or hold
their positions in an evolving market and as companies are acquired
or sell businesses because they are unable to continue all or a
portion of their operations. Companies that are strategic alliance
partners in some areas of our business may acquire or form
alliances with our competitors, thereby reducing their business
with us. Furthermore, rapid consolidation, particularly in the
value-added reseller (“VAR”) and service provider markets, will
lead to fewer customers, with the effect that loss of a major
customer could have a material impact on our business.
We also believe that industry consolidation may result in stronger
competitors that are better able to compete as sole-source vendors
for customers. This could lead to more variability in our operating
results and could have a material adverse effect on our business,
operating results and financial condition.
Our growth strategy depends on our ability to continue to expand
our cloud-based solutions and services offerings and grow our share
of the cloud communications market for such offerings through
customer acceptance.
An important element of our growth strategy is our ability to
significantly increase revenues generated from sales of our
cloud-based communications solutions and related services. To
increase our revenue, we must continue to expand and develop new
cloud-based solutions and services offerings as the market rapidly
develops and changes. Our cloud enabled unified communications and
contact center solutions and services must offer relevant features
and provide consistent high-quality services at competitive prices
to attract new customers and to migrate existing customers to such
solutions and services. While
we have entered into a strategic partnership with RingCentral that
enhances our cloud-based offerings, there is no assurance that this
partnership will provide us with the desired long-term growth
opportunities and results as there are a number of dependencies,
including customer acceptance of ACO.
The cloud communications industry is competitive and rapidly
evolving, and we expect competition to increase. The functionality,
relevance and customer acceptance of our cloud-based solutions and
services will depend, in part, on our ability and our partners'
ability to integrate these with third-party applications and
platforms, including enterprise collaboration, enterprise resource
planning, customer relationship management, human capital
management and other proprietary application suites.
As is typical of any new solution introduced in a rapidly evolving
market, the level of demand for, and market acceptance of these new
solutions is uncertain. If we successfully expand and develop our
cloud-based solutions and services, including, without limitation,
Avaya OneCloud Private and Avaya Cloud Office, our business will
remain dependent on customer decisions to migrate their legacy
communications infrastructures to cloud solutions based on newer
technology. While these investment decisions are often driven by
macroeconomic factors, customers may also delay the purchase of
newer technology due to a range of other factors, including
prioritization of other IT projects, delays or failures to meet
customers' certification requirements, the weighing of the costs
and benefits of deploying new infrastructures and devices and the
need to deploy capital to respond to unforeseen circumstances, such
as COVID-19. In addition, customers’ focus on the architecture,
management and integration of such new technologies, possible cyber
breaches and other security considerations could also affect market
acceptance of new solutions. If the market for cloud-based
communications fails to develop, develops more slowly than we
anticipate, or develops in a manner different than we expect, or if
we are not able to successfully develop and expand our cloud-based
solutions and services offerings, our cloud-based solutions and
services could fail to achieve market acceptance, which in turn
could impact our growth strategy and materially and adversely
affect our business, operating results and financial
condition.
Our strategy depends in part on our reliance on our indirect sales
channel.
An important element of our go-to-market strategy to expand sales
coverage, penetrate new markets and increase market absorption of
new solutions is the use of our global network of alliance
partners, distributors, dealers, value-added resellers,
telecommunications service providers and system integrators, who
are collectively referred to as our "channel partners". Our
financial results could be adversely affected if our relationships
with these channel partners were to deteriorate, if our support
pricing or other services strategies conflict with those of our
channel partners, if any of our competitors were to enter into
strategic relationships with or acquire any of our channel
partners, if some or all of our channel partners do not become
enabled to sell new solutions and services or if the financial
condition of some or all of our channel partners were to weaken. In
addition, we may expend time, money and other resources on
developing and maintaining channel relationships that are
ultimately unsuccessful. Furthermore, despite the benefits of a
robust indirect channel, our channel partners have direct contact
with our customers, which may foster independent relationships
between them and may lead to a loss of certain services agreements
for us.
There can be no assurance that we will be successful in
maintaining, expanding or developing relationships with channel
partners. If we are not successful, we may lose sales
opportunities, customers or market share. Although the terms of
individual channel partner agreements may deviate from our standard
program terms, our standard program agreements for resellers
generally provide for a term of one year with automatic renewals
for successive one-year terms and generally may be terminated by
either party for convenience upon 30 days' notice. Our standard
program agreements for distributors generally may be terminated by
either party for convenience upon 90 days' prior written notice.
Certain of our contractual agreements with our largest distributors
and resellers, however, permit termination of the relationship by
either party for convenience upon prior notice of 180 days. In
addition, our alliance partners (including RingCentral),
distributors and resellers are permitted to work with other
vendors, including our competitors, and most of them do so. See
Part I, Item 1, "Business-Alliances and Partnerships" to this
Annual Report on Form 10-K for more information on our global
channel partner program and the standard terms of our program
agreements.
We rely on third-party contract manufacturers, component suppliers
and partners (some of which are sole source and limited source
suppliers) and warehousing and distribution logistics providers. If
these relationships are disrupted and we are unable to obtain
substitute manufacturers, suppliers or partners, on favorable terms
or at all, our business, operating results and financial condition
may be harmed.
We have outsourced substantially all of our manufacturing
operations to several contract manufacturers. Our contract
manufacturers produce the vast majority of our products in
facilities located in southern China, with other products
manufactured in facilities located in Mexico, Taiwan, Germany,
Ireland and the U.S. All manufacturing of our products is performed
in accordance with detailed specifications and product designs
furnished or approved by us and is subject to rigorous quality
control standards. We periodically review our product manufacturing
operations and consider changes we believe may be necessary or
appropriate. Although we closely manage the transition process when
manufacturing changes are required, we
could experience disruption to our operations during any such
transition. Any such disruption could negatively affect our
reputation and our operating results. We also purchase certain
hardware components and license certain software components and
resell them separately or as part of our products under the Avaya
brand. In some cases, certain components are available only from a
single source or from a limited source of suppliers. These sole
source and limited source suppliers may stop selling their
components at commercially reasonable prices or at all.
Interruptions, delays or shortages associated with these components
could cause significant disruption to our operations. We may not be
able to make scheduled product deliveries to our customers in a
timely fashion. We could incur significant costs to redesign our
products or to qualify alternative suppliers, which would reduce
our realized margins. We have also outsourced substantially all of
our warehousing and distribution logistics operations to several
providers of such services on a global basis, and any delays or
material changes in such services could cause significant
disruption to our operations. If any of our providers of outsourced
services were to experience financial difficulty or seek protection
under bankruptcy laws it could also affect their ability to perform
services for us.
In addition, we rely on third parties to provide certain services
to us or to our customers, including hosting partners and providers
of other cloud-based services. If these third-party providers do
not perform as expected, our customers may be adversely affected,
resulting in potential liability and negative exposure for us. If
it is necessary to migrate these services to other providers due to
poor performance, cyber breaches or other security considerations,
or other financial or operational factors, it could result in
service disruptions to our customers and significant time and
expense to us, any of which could adversely affect our business,
operating results and financial condition.
Changes in U.S. trade policy, including the imposition of tariffs
and the resulting consequences, may have a material adverse impact
on our business, operating results and financial
condition.
The U.S. government has adopted a new approach to trade policy,
including in some cases renegotiating and terminating certain
existing bilateral or multi-lateral trade agreements, such as the
North American Free Trade Agreement ("NAFTA"). The U.S. government
has also initiated tariffs on certain foreign goods from a variety
of countries and regions, most notably China, and has raised the
possibility of imposing significant, additional tariff increases or
expanding the tariffs to capture other types of goods. In response,
many of these foreign governments have imposed retaliatory tariffs
on goods that their countries import from the U.S. Changes in U.S.
trade policy have and may continue to result in one or more foreign
governments adopting responsive trade policies that make it more
difficult or costly for us to do business in or import our products
from those countries. This in turn could require us to increase
prices to our customers, which may reduce demand, or, if we are
unable to increase prices, result in lowering our margin on
products sold.
We cannot predict the extent to which the U.S. or other countries
will impose new or additional quotas, duties, tariffs, taxes or
other similar restrictions upon the import or export of our
products in the future, nor can we predict future trade policy or
the terms of any renegotiated trade agreements and their impact on
our business. The adoption and expansion of trade restrictions, the
occurrence of a trade war, or other governmental action related to
tariffs or trade agreements or policies has the potential to
adversely impact demand for our products, our costs, our customers,
our suppliers, and the U.S. economy, which in turn could have a
material adverse effect on our business, operating results and
financial condition.
Contracting with government entities can be complex, expensive and
time-consuming.
In fiscal 2020, the Company’s revenue from contracts including the
U.S. federal government was approximately $230 million. The
procurement process for government entities is in many ways more
challenging than contracting in the private sector. We must comply
with laws and regulations relating to the formation,
administration, performance and pricing of contracts with
government entities, including U.S. federal, state and local
governmental bodies. These laws and regulations may impose added
costs on our business or prolong or complicate our sales efforts,
and failure to comply with these laws and regulations or other
applicable requirements could lead to claims for damages from our
customers, penalties, termination of contracts and other adverse
consequences. Any such damages, penalties, disruptions or
limitations in our ability to do business with government entities
could have a material adverse effect on our business, operating
results and financial condition.
Government entities often require highly specialized contract terms
that may differ from our standard arrangements. Government entities
often impose compliance requirements that are complicated, require
preferential pricing or “most favored nation” terms and conditions,
or are otherwise time-consuming and expensive to satisfy.
Compliance with these special standards or satisfaction of such
requirements could complicate our efforts to obtain business or
increase the cost of doing so. Even if we do meet these special
standards or requirements, the increased costs associated with
providing our solutions to government customers could harm our
margins.
Business communications solutions are complex, and design defects,
errors, failures or "bugs" may be difficult to detect and correct
and could harm our reputation, result in significant costs to us
and cause us to lose customers.
Business communications products are complex, integrating hardware,
software and many elements of a customer’s existing network and
communications infrastructure. Despite testing conducted prior to
the release of solutions to the market and quality assurance
programs, hardware may malfunction and software may contain "bugs"
that are difficult to detect and fix. Any such
issues could interfere with the expected operation of a solution,
which might negatively impact customer satisfaction, reduce sales
opportunities or affect gross margins.
Depending upon the size and scope of any such issue, remediation
may have a material impact on our business. Our inability to cure
an application or product defect, should one occur, could result in
the failure of an application or product line, the temporary or
permanent withdrawal from an application, product or market, damage
to our reputation, an increase in inventory costs, an increase in
warranty claims, lawsuits by customers or customers’ or channel
partners’ end users, or application or product reengineering
expenses. Our insurance may not cover or may be insufficient to
cover claims that are successfully asserted against
us.
Intellectual Property and Information Security
We are dependent on our intellectual property. If we are not able
to protect our proprietary rights or if those rights are
invalidated or circumvented, our business may be adversely
affected.
Our business is primarily dependent on our technology and our
ability to innovate in business communications and, as a result, we
are reliant on our intellectual property. We generally protect our
intellectual property through patents, trademarks, trade secrets,
copyrights, confidentiality and nondisclosure agreements and other
measures to the extent our budget permits. There can be no
assurance that patents will be issued from pending applications
that we have filed or that our patents will be sufficient to
protect our key technology from misappropriation or falling into
the public domain, nor can assurances be made that any of our
patents, patent applications, trademarks or our other intellectual
property or proprietary rights will not be challenged, invalidated
or circumvented. In addition, our business is global and the level
of protection of our proprietary technology varies by country and
may be particularly uncertain in countries that do not have well
developed judicial systems or laws that adequately protect
intellectual property rights. Patent litigation and other
challenges to our patents and other proprietary rights are costly
and unpredictable and may prevent us from marketing and selling a
product in a particular geographic area. Financial considerations
also preclude us from seeking patent protection in every country
where infringement litigation could arise and a cost-benefit
analysis may lead us to conclude that under certain circumstances
enforcing our rights does not merit the expending of efforts and
capital. Our inability to predict our intellectual property
requirements in all geographies and affordability constraints also
impact our intellectual property protection investment decisions.
If we are unable to protect our proprietary rights, we may be at a
disadvantage to others who do not incur the substantial time and
expense we incur to create our products.
Preventing unauthorized use or infringement of our intellectual
property rights is inherently difficult. Moreover, it may be
difficult or practically impossible to detect theft, unauthorized
use of our intellectual property or the production and sale of
counterfeit versions of our products and solutions. For example, we
actively combat software piracy as we enforce our intellectual
property rights and we actively pursue counterfeiters and their
distributors, but we nonetheless may lose revenue due to illegal or
unauthorized use of our software. While counterfeiters often aim
their sales at customers who might not have otherwise purchased our
solutions due to lack of verifiability of origin and service, such
counterfeit sales, to the extent they replace otherwise legitimate
sales, could adversely affect our operating results. If piracy
activities continue at historical levels or increase, they may
further harm our business. Enforcement of our intellectual property
rights also depends on our legal actions being successful against
these infringers, but these actions may not be successful, even
when our rights have been infringed.
In addition, our business is global and the level of protection of
our proprietary technology varies by country and may be
particularly uncertain in countries that do not have well developed
judicial systems or laws that adequately protect intellectual
property rights. The level of protection afforded our intellectual
property may also be particularly uncertain in countries that
require the transfer of technology as a condition to market access.
Our partnerships with foreign entities sometimes require us to
transfer technology and/or certain intellectual property rights in
countries that afford less protection of intellectual property
rights than other countries. While we believe such technology and
intellectual property transfer requirements have not adversely
affected our business, such requirements may change over time and
become detrimental to our ability to protect our technology or
intellectual property in certain foreign countries. Patent
litigation and other challenges to our patents and other
proprietary rights are costly and unpredictable and may prevent us
from marketing and selling a product in a particular geographic
area. Financial considerations also preclude us from seeking patent
protection in every country where infringement litigation could
arise. Our inability to predict our intellectual property
requirements in all geographies and affordability constraints also
impact our intellectual property protection investment decisions.
If we are unable to protect our proprietary rights, we may be at a
disadvantage to others who do not incur the substantial time and
expense we incur to create our products.
Certain software we use is from open source code sources, which,
under certain circumstances, may lead to unintended consequences
and, therefore, could materially adversely affect our business,
operating results and financial condition.
Some of our products contain software from open source code
sources. The use of such open source code may subject us to certain
conditions, including the obligation to offer our products that use
open source code to third parties for no cost. We monitor our use
of such open source code to avoid subjecting our products to
conditions we do not intend. However, the use of such open source
code may ultimately subject some of our products to unintended
conditions, which could require us to take remedial action that may
divert resources away from our development efforts and, therefore,
could materially adversely affect
our business, operating results and financial
condition.
We may be subject to litigation and infringement claims, which
could cause us to incur significant expenses or prevent us from
selling our products or services.
From time to time, we receive notices and claims from third parties
asserting that our proprietary or licensed products, systems and
software infringe their intellectual property rights. There can be
no assurance that the number of these notices and claims will not
increase in the future or that we do not in fact infringe those
intellectual property rights. Irrespective of the merits of these
claims, any resulting litigation could be costly and time consuming
and could divert the attention of management and key personnel from
other business issues. The complexity of the technology involved
and the uncertainty of intellectual property litigation increase
these risks. These matters may result in any number of outcomes for
us, including entering into licensing agreements, redesigning our
products to avoid infringement, being enjoined from selling
products or solutions that are found to infringe intellectual
property rights of others, paying damages if products are found to
infringe and indemnifying customers from infringement claims as
part of our contractual obligations. Royalty or license agreements
may be very costly and we may be unable to obtain royalty or
license agreements on terms acceptable to us or at all. Such
agreements may cause operating margins to decline.
In addition, some of our employees previously have been employed at
other companies that provide similar products and services. We may
be subject to claims that these employees or we have inadvertently
or otherwise used or disclosed trade secrets or other proprietary
information of their former employers. These claims and other
claims of patent or other intellectual property infringement
against us could materially adversely affect our business,
operating results and financial condition.
We have made and will likely continue to make investments to
license and/or acquire the use of third-party intellectual property
rights and technology as part of our strategy to manage this risk,
but there can be no assurance that we will be successful or that
any costs relating to such activity will not be material. We may
also be subject to additional notice, attribution and other
compliance requirements to the extent we incorporate open source
software into our applications. In addition, third parties have
claimed, and may in the future claim, that a customer’s use of our
products, systems or software infringes the third-party’s
intellectual property rights. Under certain circumstances, we may
be required to indemnify our customers for some of the costs and
damages related to such an infringement claim. Any indemnification
requirement could have a material adverse effect on our business,
operating results and financial condition. Additionally, any
insurance that we have may not be sufficient to cover all amounts
related to such indemnification.
Failure to comply with laws and contractual obligations related to
data privacy and protection could have a material adverse effect on
our business, operating results and financial
condition.
We are subject to the data privacy and protection laws and
regulations adopted by federal, state and foreign governmental
agencies, including the European Union's ("EU") GDPR and
California’s Consumer Privacy Act (“CCPA”). Data privacy and
protection is highly regulated and GDPR imposes new obligations on
companies, including us, who process personal data of data subjects
who are in the EU, regardless of whether or not that processing
takes place in the EU. These requirements substantially increase
potential liability for all such companies for failure to comply
with data protection rules.
Privacy laws restrict our storage, use, processing, disclosure,
transfer and protection of personal information, including credit
card data, provided to us by our customers as well as data we
collect from our customers and employees. We strive to comply with
all applicable laws, regulations, policies and legal obligations
relating to privacy and data protection. Our privacy compliance
program is based on our binding corporate rules which have been
approved by EU regulatory authorities. Through the application of
these rules we endeavor to apply uniform data handling practices,
based on GDPR standards, on a global basis throughout all Avaya
entities which process personal data, which entities have signed on
to our binding corporate rules. We have dedicated significant time,
capital and other resources to obtain binding corporate rules and
meet GDPR requirements, as well as requirements from other laws
such as CCPA. We expect that as privacy laws continue to evolve and
become more prevalent throughout the world, we will be required to
dedicate additional resources to ensure compliance.
From time to time we have notified the Hessen authorities, our lead
supervisory authority in the EU, of certain personal data breaches
and privacy issues. If the authorities determine that we have not
complied with applicable laws and regulations, we may be subject to
fines, penalties and lawsuits, and our reputation may suffer. In
particular, fines imposed on other companies by various data
privacy regulatory authorities from the EU for violations of the
GDPR have been significant in amount. Furthermore, we may be
subject to increased scrutiny going forward and we may also be
required to make modifications to our data practices that could
have an adverse impact on our business.
These data privacy risks are especially relevant and applicable to
us as a technology company because we process vast amounts of
personal and non-personal data on behalf of our customers and we
also host significant and increasing amounts of data in our cloud
solutions. We believe that regulation will continue to increase
around the world with respect to the solicitation, collection,
processing, and/or use of personal, financial, and consumer
information. In addition, the interpretation and application of
existing consumer and data protection laws and industry standards
in the U.S., Europe and elsewhere is often uncertain and
in
flux. The application of existing laws to cloud-based solutions is
particularly uncertain and cloud-based solutions may be subject to
further regulation, the impact of which cannot be fully understood
at this time. Moreover, it is possible that these laws may be
interpreted and applied in a manner that is inconsistent with our
data and privacy practices. Complying with these various laws and
regulations may cause us to incur substantial costs or require us
to change our business practices in a manner adverse to our
business.
We are also subject to the privacy and data protection-related
obligations in our contracts with our customers, channel partners
and other third parties. Any failure, or perceived failure, by us
to comply with federal, state, or international laws, including
laws and regulations regulating privacy, data or consumer
protection, or to comply with our contractual obligations related
to privacy, could result in proceedings or actions against us by
governmental entities, contractual parties or others, which could
result in significant liability to us as well as harm to our
reputation. Additionally, third parties on which we rely enter into
contracts to protect and safeguard our customers' data. Should such
parties violate these agreements or suffer a security breach, we
could be subject to proceedings or actions against us by
governmental entities, contractual parties or others, which could
result in significant liability to us as well as harm to our
reputation.
A breach of the security of our information systems, products or
services or of the information systems of our third-party providers
could adversely affect our business, operating results and
financial condition.
We rely on the security of our information systems and, in certain
circumstances, those of our third-party providers, such as channel
partners, vendors, consultants and contract manufacturers, to
protect our proprietary information and information of our
customers. In addition, the growth of bring your own device
("BYOD") programs has heightened the need for enhanced security
measures. IT security system failures, including a breach of our or
our third-party providers’ data security, could disrupt our ability
to function in the normal course of business by potentially
causing, among other things, delays in the fulfillment or
cancellation of customer orders, disruptions in the manufacture or
shipment of products or delivery of services or an unintentional
disclosure of customer, employee or our information. Additionally,
despite our security procedures or those of our third-party
providers, information systems and our products and services may be
vulnerable to threats such as computer hacking, cyber-terrorism or
other unauthorized attempts by third parties to access, modify or
delete our or our customers’ proprietary information. In recent
years, these attacks and similar threats have become more
sophisticated and numerous and we expect that trend to
continue.
We take cybersecurity seriously and devote significant resources
and tools to protect our systems, products and data from unwanted
intrusions and to ensure we meet our contractual and regulatory
obligations. However, these security efforts are costly to
implement and may not be successful. There can be no assurance that
we will be able to prevent, detect and adequately address or
mitigate such cyber-attacks or security breaches. We investigate
potential data breach issues identified through our security
procedures and terminate, mitigate and remediate such issues as
appropriate. Past incidents have involved outside actors and
internal issues stemming from certain configuration and migration
issues of our internal applications to other platforms. Any such
breach could have a material adverse effect on our operating
results and our reputation as a provider of business communications
products and services and could cause irreparable damage to us or
our systems regardless of whether we or our third-party providers
are able to adequately recover critical systems following a systems
failure. In addition, regulatory or legislative action related to
cybersecurity, privacy and data protection worldwide, such as the
European GDPR, which went into effect in May 2018, may increase the
costs to develop, implement or secure our products and services. We
expect cybersecurity regulations to continue to evolve and be
costly to implement. Furthermore, we may need to increase or change
our cybersecurity systems and expenditures to support expansion of
sales into new industry segments or new geographic markets. If we
violate or fail to comply with such regulatory or legislative
requirements, we could be fined or otherwise sanctioned and such
fines or penalties could have a material adverse effect on our
business and operations.
We rely on third parties to provide certain data hosting services
to us or to our customers, and interruptions or delays in those
services could harm our business.
Our cloud-based solutions rely on uninterrupted connection to the
Internet through data centers and networks. To provide such service
for our customers, we utilize data center hosting facilities
located in the United States and Europe, as well as in our Asia
Pacific region and our Central America and Latin America region. We
also use facilities provided by Google, Amazon and Microsoft as we
migrate to cloud solutions. We do not control the operation of
these facilities, and they are vulnerable to service interruptions
or damage from floods, earthquakes, fires, power loss,
telecommunications failures and similar events. They may also be
subject to acts of vandalism or terrorism, sabotage, similar
misconduct and/or human error. Moreover, if any of these data
centers and networks cease operations, we would need to migrate our
solutions and our customers to other providers. The occurrence of
these or other unanticipated problems at these facilities could
result in lengthy interruptions in the ability to use our solutions
efficiently or at all, which could harm our business, operating
results and financial condition.
Global Operations and Regulations
Since we operate internationally, operational, logistical, economic
and/or political challenges in a specific country or region could
negatively affect our revenue, costs, expenses and financial
condition or those of our channel partners and
distributors.
We do business in approximately 190 countries. We conduct
significant sales and customer support operations and significant
amounts of our R&D activities in countries outside of the U.S.,
and we also depend on non-U.S. operations of our contract
manufacturers and our channel partners. For fiscal 2020, we derived
43% of our revenue from sales outside of the U.S., with the most
significant portions generated from Germany, the United Kingdom and
Canada. In addition, we intend to continue to grow our business
internationally. The vast majority of our contract manufacturing
also takes place outside the U.S., primarily in southern
China.
Accordingly, our results could be materially and adversely affected
by a variety of uncontrollable and changing factors relating to
international business operations, including:
•economic
conditions and geopolitical developments, including trade
sanctions, changes to significant trading relationships such as the
United Kingdom’s ongoing process of withdrawal from the EU, and the
negotiation of new or revised international trade
arrangements;
•political
or social unrest, economic instability or corruption or sovereign
debt risks in a specific country or region;
•legal
and regulatory constraints, such as international and local laws
and regulations related to trade compliance, anti-corruption,
information security, data privacy and protection, labor and other
requirements;
•protectionist
and local security legislation;
•difficulty
in enforcing intellectual property rights, such as protecting
against the counterfeiting of our products;
•less
established legal and judicial systems necessary to enforce our
rights;
•relationships
with employees and works councils,
as well as difficulties in finding qualified employees, including
skilled design and technical employees, as companies expand their
operations offshore;
•unfavorable
tax and currency regulations;
•military
conflict, terrorist activities and health pandemics or similar
issues;
•future
government shutdowns or uncertainties which could affect the
portion of our revenues which comes from the U.S. federal
government sector;
•natural
disasters, such as earthquakes, hurricanes or floods, anywhere we
and/or our channel partners and distributors have business
operations; and
•other
matters in any of the countries or regions in which we and our
contract manufacturers and business partners currently operate or
intend to operate, including in the U.S.
Any or all of these factors could materially adversely affect our
business, operating results or financial condition. In addition,
the various risks inherent in doing business in the U.S. generally
also exist when doing business outside of the U.S., and they may be
exaggerated by the difficulty of doing business in numerous
sovereign jurisdictions due to differences in culture, laws and
regulations. Furthermore, our prospective effective tax rate could
be adversely affected by, among other things, changes in the mix of
earnings in countries with differing statutory tax rates, changes
in the valuation of our deferred tax assets and liabilities or
changes in tax laws, regulations, accounting principles or
interpretations thereof.
If we do not comply with certain telecommunications or other rules
and regulations, we could be subject to enforcement actions, fines,
loss of licenses and possibly restrictions on our ability to
operate or offer certain of our services.
Certain of our cloud-based communications and collaboration
solutions are regulated in the U.S. by the Federal Communications
Commission and various state and local agencies, and across the
globe by governments of various foreign countries. Furthermore, we
are subject to existing or potential regulations relating to
privacy, protection of customer information, disability access,
porting of numbers, Universal Service and Telecommunications Relay
Service Fund contributions, emergency access, law enforcement
intercept, and other requirements. In addition, government agencies
in other countries impose their own regulatory requirements on
those solutions. If we do not comply with applicable federal,
state, local and foreign rules and regulations, we could be subject
to enforcement actions, fines, loss of licenses and possible
restrictions on our ability to operate or offer certain of our
solutions or requirements to modify certain solutions, which could
have a material adverse effect on our operating results and
financial condition. Moreover, changes in telecommunications
requirements, or
regulatory requirements in other industries in which we operate now
or in the future, could have a material adverse effect on our
business, operating results and financial condition.
We may be adversely affected by environmental, health and safety
laws, regulations, costs and other liabilities.
We are subject to a wide range of federal, state, local and
international governmental requirements relating to the discharge
of substances into the environment, protection of the environment
and worker health and safety. If we violate or fail to comply with
these requirements, we could be fined or otherwise sanctioned by
regulators, lose customers and damage our reputation, which could
have an adverse effect on our business. The Federal Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA"),
and comparable state statutes impose liability, without regard to
fault or legality of the original conduct, on classes of persons
that are considered to have contributed to the release of a
hazardous substance into the environment. Such classes of persons
include the current and past owners or operators of sites where a
hazardous substance was released, and companies that disposed or
arranged for disposal of hazardous substances at off-site locations
such as landfills. Under CERCLA, these persons may be subject to
strict, joint and several liability for the costs of cleaning up
the hazardous substances that have been released into the
environment and for damages to natural resources, and it is not
uncommon for neighboring landowners and other third parties to file
claims for personal injury and property damage allegedly caused by
the hazardous substances released into the
environment.
We currently own or formerly owned several properties or facilities
that for many years were used for industrial activities, including
the manufacture of electronics equipment. These properties and the
substances disposed or released on them may be subject to CERCLA,
the Resource Conservation and Recovery Act and analogous state or
foreign laws. For example, we are presently involved in remediation
efforts at several currently or formerly owned sites related to
historical site use which we do not believe will have a material
impact on our business or operations, although no assurance can be
given that these remediation efforts or remediation efforts we are
required to undertake in the future will not have a material
adverse effect on our business or operations.
We are also subject to various local, federal and international
laws and regulations regarding the materials content and electrical
design of our products that require us to be financially
responsible for the collection, treatment, recycling and disposal
of those products. For example, the EU has adopted the Restriction
on Hazardous Substances and Waste Electrical and Electronic
Equipment Directive, with similar laws and regulations being
enacted in other regions. Since May 2014, the U.S. requires
companies to publicly disclose their use of conflict minerals that
originated in the Democratic Republic of the Congo, or an adjoining
country. Additionally, requirements such as the EU Energy Labelling
Directive, impose requirements relating to the energy efficiency of
our products. Our failure or the undetected failure of our supply
chain to comply with existing or future environmental, health and
safety requirements could subject us to liabilities exceeding our
reserves or adversely affect our business, operating results or
financial condition.
A growing number of climate change regulations and initiatives are
either in force or pending at the local, federal and international
levels as part of a transition to a lower-carbon economy that is
underway globally. With growing awareness of climate change, the
demand for lower emissions products and services is increasing. As
we continue to shift our products and services to the cloud, this
creates an opportunity to serve customers' needs and requirements.
The lower-carbon economy may also entail extensive policy, legal,
technology and market changes to address mitigation and adaptation
requirements related to climate change. Depending on the nature,
speed and focus of these changes, transition risks may pose varying
levels of financial and reputational risk to our organization. Our
operations and supply chain could face increased climate
change-related regulations, modifications to transportation to meet
lower emission requirements, changes to types of materials used for
products and packaging to reduce emissions, increased utility costs
to address cleaner energy technologies, increased costs related to
severe weather events, and emissions reductions associated with
operations, business travel or products. These costs and changes to
operations could have a financial impact on our business and result
in an adverse impact on our operating results or
reputation.
Risks Related to Our Financial Results, Finances and Capital
Structure
Financial Performance
In addition to experiencing some seasonal trends, our quarterly and
annual revenues and operating results have historically fluctuated
and the results of one period may not provide a reliable indicator
of our future performance.
Our quarterly and annual revenues and operating results have
historically fluctuated and are not necessarily indicative of
results to be expected in future periods. Fluctuations in our
financial results from period to period are caused by many factors,
including, but not limited to, the size and timing of new logos,
changes in foreign currency exchange rates, the mix of products
sold by us and general economic conditions.
In addition, execution of sales opportunities sometimes traverses
from the intended fiscal quarter to the next.
We also experience some seasonal trends in the sale of our products
that also may produce variations in quarterly results and financial
condition. Typically, our second fiscal quarter is our weakest and
our fourth fiscal quarter is our strongest. Many of the factors
that create and affect seasonal trends are beyond our
control.
In addition, the Company applied fresh start accounting upon its
emergence from bankruptcy. As a result, assets and liabilities were
adjusted to fair value as of the Emergence Date. Accordingly, our
financial condition and operating results after the Emergence Date
are not comparable to the financial condition and operating results
reflected in our historical Consolidated Financial Statements prior
to the Emergence Date.
Shifts in the mix of sizes or types of organizations that purchase
our solutions or changes in the components of our solutions
purchased by our customers could affect our gross margins and
operating results.
Our gross margins and our operating results can vary depending on
numerous factors related to the implementation and use of our
solutions, including the sizes and types of organizations that
purchase our solutions, the mix of software and hardware they
purchase and the level of professional services and support they
require. We provide our solutions to a broad range of companies,
from small businesses to large multinational enterprises and
government organizations. Sales to larger enterprises generally
result in greater revenue but may take longer to negotiate and
finalize than sales to small businesses. Conversely, sales to small
businesses may be faster to execute than sales to larger
enterprises, but they may involve greater credit risk and fewer
opportunities to sell additional services. Moreover, an important
element of our growth strategy is to continue to evolve from a
traditional telecommunications hardware company into a software and
services company, focused on expanding our cloud- and
mobile-enabled contact center, unified communications and
innovative next-generation workflow automation solutions. As we
increase the proportion of our revenue coming from software
solutions as opposed to hardware solutions, we expect to see
improvement in our gross margins and operating results. Overall, if
the mix of companies that purchase our solutions, or the mix of
solution components purchased by our customers, changes
unfavorably, our revenues and gross margins could decrease and our
operating results could be harmed.
We are a holding company and rely on dividends, distributions and
other payments, advances and transfers of funds from our
subsidiaries to meet our obligations.
We have no direct operations and derive all of our operating cash
flow from our subsidiaries. Because we conduct our operations
through our subsidiaries, we depend on those entities for dividends
and other payments or distributions to meet our obligations. The
deterioration of the earnings from, or other available assets of,
our subsidiaries for any reason could limit or impair their ability
to pay dividends or other distributions to us.
We may not realize the benefits we expect from our cost-reduction
initiatives.
From time to time we may initiate cost savings programs designed to
streamline operations. As discussed in Part II, Item 7,
"Management’s Discussion and Analysis of Financial Condition and
Results of Operations-Factors and Trends Affecting Our Results of
Operations," we have initiated such programs historically, and we
will continue to evaluate similar opportunities to the extent the
business need arises. These types of cost-reduction activities are
complex. Even if we carry out these strategies in the manner we
expect, we may not be able to achieve the efficiencies or savings
we anticipate or on the timetables we anticipate. Any expected
efficiencies and benefits might be delayed or not realized, and, as
a result, our operations and business could be disrupted. Our
ability to realize gross margin improvements and other efficiencies
expected to result from these initiatives is subject to many risks,
including delays in the anticipated timing of activities, lack of
sustainability in cost savings over time, unexpected costs
associated with operating our business, our success in reinvesting
any savings arising from these initiatives, time required to
complete planned actions, absence of material issues associated
with workforce reductions and avoidance of unexpected disruptions
in service. A failure to implement these types of initiatives or
realize expected benefits could have an adverse effect on our
financial condition that could be material.
If our goodwill or intangible assets become impaired, we may be
required to record a significant charge to earnings.
At September 30, 2020, the Company had $2,556 million of intangible
assets and $1,478 million of goodwill on its Consolidated Balance
Sheet. The intangible assets are principally composed of technology
and patents, customer relationships, and trademarks and trade
names. Goodwill and intangible assets with indefinite lives are
tested for impairment on an annual basis and also when events or
changes in circumstances indicate that impairment may have
occurred. Intangible assets with determinable lives, which were
$2,223 million at September 30, 2020, are tested for
impairment only when events or changes in circumstances indicate
that an impairment may have occurred. Determining whether an
impairment exists can be difficult and requires management to make
significant estimates and judgments. During fiscal 2020 and 2019,
the Company recorded goodwill impairment charges of $624 million
and $657 million, respectively. The fiscal 2020 goodwill impairment
charge resulted in the write-down of the full carrying value of the
goodwill related to the Company's Products & Solutions segment
primarily due to a reduction in the Company's long-term forecast to
reflect increased risk from higher market uncertainty and the
accelerated reduction of product sales related to the Company’s
historical on-premises perpetual licenses. The fiscal 2019 goodwill
impairment charge also related to the Company’s Products &
Solutions segment and was primarily due to a sustained
decrease in the Company’s stock price and a reduction in the
Company’s long-term forecast. To the extent that business
conditions deteriorate further, or if changes in key assumptions
and estimates differ significantly from management's expectations,
it may be necessary to record additional impairment charges in the
future. See Note 7, "Goodwill," and Note 8, "Intangible Assets," to
our Consolidated Financial Statements included in Part II, Item 8
of this Annual Report on Form 10-K for additional
information.
Levels of returns on pension and post-retirement benefit plan
assets, changes in interest rates and other factors affecting the
amounts to be contributed to fund future pension and
post-retirement benefit plan liabilities could adversely affect our
cash flows, operating results and financial condition in future
periods.
We sponsor a number of defined benefit plans for employees in the
United States, Canada, and various foreign locations. Pension and
other post-retirement plan costs and required contributions are
based upon a number of actuarial assumptions, including an expected
long-term rate of return on pension plan assets, level of employer
contributions, the expected life span of pension plan beneficiaries
and the discount rate used to determine the present value of future
pension obligations. Any of these assumptions could prove to be
wrong, resulting in a shortfall of our pension and post-retirement
benefit plan assets compared to obligations under our pension and
post-retirement benefit plans. Future pension funding requirements,
and the timing of funding payments, may also be subject to changes
in legislation.
In addition, our major defined benefit pension plans in the U.S.
are funded with trust assets invested in a globally diversified
portfolio of securities and other investments. These assets are
subject to market fluctuations, will yield uncertain returns and
cause volatility in the net periodic benefit cost and future
funding requirements of the plans. A decline in the market value of
the pension and post-retirement benefit plan assets below our
projected return rates will increase the funding requirements under
our pension and post-retirement benefit plans if the actual asset
returns do not recover these declines in value in the foreseeable
future. We are responsible for funding any shortfall of our pension
and post-retirement benefit plans’ assets compared to obligations
under the pension and post-retirement benefit plans, and a
significant increase in our pension liabilities could have a
material adverse effect on our cash flows, operating results and
financial condition.
We are exposed to risks inherent in our defined benefit pension
plans in Germany.
We operate several defined benefit plans in Germany (collectively,
the "German Plans") and as of September 30, 2020, the total
projected benefit obligation for the German Plans of $527 million
exceeded plan assets of $4 million, resulting in an aggregate
pension liability for the German Plans of $523 million. Under the
German Plans, which were closed to new members in 2006, retirees
generally benefit from the receipt of a perpetual annuity at
retirement, based on their years of service and ending salary. The
total projected benefit obligation is based on actuarial
valuations, which themselves are based on assumptions and estimates
about the long-term operation of the plans, including mortality
rates of members, the performance of financial markets and interest
rates. Our funding requirements for future years may increase from
current levels depending on the net liability position of these
plans. In addition, if the actual experience of the plans differs
from our assumptions, the net liability could increase and
additional contributions may be required. Changes to pension
legislation in Germany may also adversely affect our funding
requirements. Increases in the net pension liability or increases
in future cash contributions could have a material adverse effect
on our cash flows, operating results and financial
condition.
Risks Related to Our Indebtedness
Our degree of leverage could adversely affect our ability to raise
additional capital to fund our operations, limit our ability to
react to changes in the economy or our industry, expose us to
interest rate risk on our variable rate debt and prevent us from
meeting obligations on our indebtedness.
We have a significant amount of debt outstanding. As of
September 30, 2020, we had $1,643 million of loans outstanding
under the Term Loan Credit Agreement, $41 million issued and
outstanding letters of credit and guarantees under the ABL Credit
Agreement, $350 million of 2.25% convertible senior notes due June
15, 2023 (the "Convertible Notes") and $1,000 million of 6.125%
senior first lien notes due September 15, 2028 (the “Senior Notes”)
outstanding (all as defined in Part II, Item 8, Note 11, "Financing
Arrangements" of this Annual Report on Form 10-K). In addition, as
of September 30, 2020 we could have borrowed an additional
$153 million under our ABL Credit Agreement.
Our degree of leverage could have consequences,
including:
•making
it more difficult for us to make payments on our
indebtedness;
•increasing
our vulnerability to general economic and industry
conditions;
•requiring
a substantial portion of cash flow from operations to be dedicated
to the payment of principal and interest on our indebtedness,
thereby reducing our ability to use our cash flow to fund our
operations, capital expenditures, research and development and
future business opportunities;
•exposing
us to the risk of increased interest rates under Avaya Inc.’s
credit facilities to the extent such facilities
have variable rates of interest;
•limiting
our ability to make strategic acquisitions and
investments;
•limiting
our ability to refinance our indebtedness as it becomes due;
and
•limiting
our ability to adjust quickly or at all to changing market
conditions and placing us at a competitive disadvantage compared to
our competitors who are less highly leveraged.
Our ability to continue to fund our obligations and to reduce debt
may be affected by general economic, financial market, competitive,
legislative and regulatory factors, among other things. An
inability to fund our debt requirements or reduce debt could have a
material adverse effect on our business, operating results, cash
flows and financial condition.
Despite our level of indebtedness, we and our subsidiaries may be
able to incur additional indebtedness. This could further
exacerbate the risks associated with our degree of
leverage.
We and our subsidiaries may be able to incur additional
indebtedness in the future. Although our Term Loan and ABL Credit
Agreements and the indenture for our Senior Notes contain
restrictions on the incurrence of additional indebtedness, these
restrictions are subject to a number of significant qualifications
and exceptions, and any indebtedness incurred in compliance with
these restrictions could be substantial. In addition, the indenture
for the Convertible Notes does not restrict us from incurring
additional debt. To the extent new debt is added to our and our
subsidiaries’ currently anticipated debt levels, the related risks
that we and our subsidiaries face could intensify.
Our financing agreements contain restrictions that limit, in
certain respects, our flexibility in operating our
business.
Our financing agreements contain various covenants that limit our
ability to engage in specific types of transactions. These
covenants limit our and our subsidiaries’ ability to:
•incur
or guarantee additional debt and issue or sell certain preferred
stock;
•pay
dividends on, redeem or repurchase our capital stock;
•make
certain acquisitions or investments;
•incur
or assume certain liens;
•enter
into transactions with affiliates; and
•sell
assets to, or merge or consolidate with, another
company.
A breach of any of these covenants could result in a default under
our debt instruments.
There is no assurance we will be able to repay or refinance all or
any portion of our or our subsidiaries’ debt in the future. If we
were unable to repay or otherwise refinance these borrowings and
loans when due, the applicable secured lenders could proceed
against the collateral granted to them to secure that indebtedness,
which could force us into bankruptcy or liquidation. In the event
our lenders accelerate the repayment of our or our subsidiaries’
borrowings, we and our subsidiaries may not have sufficient assets
to repay that indebtedness.
We may not be able to generate sufficient cash to service all of
our indebtedness and our other ongoing liquidity needs, and we may
be forced to take other actions to satisfy our obligations under
our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt
obligations and to fund our planned capital expenditures,
acquisitions and other ongoing liquidity needs depends on our
financial condition and operating performance, which are subject to
prevailing economic and competitive conditions and to certain
financial, business and other factors beyond our control. In
particular, we intend to increase our recurring revenue by shifting
more of our business to a subscription-based model. If we
successfully increase our subscription revenues, we expect this
will result in more of our cash receipts being deferred relative to
our historical perpetual license model as payments are spread over
a pre-determined time period (e.g., annually) rather than being
received upfront, which may defer cash flows needed to service our
debt. There can be no assurance that we will maintain a level of
cash flow from operating activities in an amount sufficient to
permit us to pay the principal, premium, if any, and interest on
our indebtedness. If our cash flow and capital resources are
insufficient to fund our debt service obligations, we may be forced
to reduce or delay investments and capital expenditures, or to seek
additional capital or restructure or refinance our indebtedness.
These alternative measures may not be successful and may not permit
us to meet our scheduled debt service obligations. In the absence
of such operating results and resources, we could face substantial
liquidity problems and might be required to dispose of material
assets or operations to meet our debt service and other
obligations. Our credit facilities and the indenture for our Senior
Notes restrict the ability of Avaya Inc. and certain of its
subsidiaries to dispose of assets and use the proceeds from the
disposition. Accordingly, we may not be able to consummate those
dispositions or to obtain any proceeds on terms acceptable to us or
at all, and any such proceeds may not be adequate to meet any debt
service obligations when due.
A ratings downgrade or other negative action by a ratings
organization could adversely affect our cost of
capital.
Credit rating agencies continually revise their ratings for
companies they follow. The condition of the financial and credit
markets and prevailing interest rates have been, and will continue
to be, subject to fluctuation. In addition, any adverse
developments in our business and operations could lead to a ratings
downgrade for Avaya Holdings Corp., Avaya Inc. or any of our rated
debt securities. Any such fluctuation in our credit rating may
impact our ability to access debt markets in the future or increase
our cost of future debt which could have a material adverse effect
on our operating results and financial condition, which in return
may adversely affect the trading price of shares of our common
stock.
Risks Related to Ownership of Our Common Stock, Preferred Stock and
Convertible Notes
The price of our common stock and/or Convertible Notes may be
volatile and fluctuate substantially.
Our common stock is listed on the New York Stock Exchange and the
price for our common stock has historically been volatile. The
market price of our common stock, as well as our Convertible Notes
(as they are convertible into our common stock), may continue to be
highly volatile and may fluctuate substantially due to the
following factors (in addition to the other risk factors described
in this section):
•general
economic conditions;
•political
dynamics in the countries we operate in;
•fluctuations
in our operating results;
•variances
in our financial performance from the expectations of equity and/or
debt research analysts;
•conditions
and trends in the markets we serve;
•announcements
of significant new services or products by us or our
competitors;
•additions
of or changes to key employees;
•changes
in market valuations or earnings of our competitors;
•trading
volumes of our common stock and/or Convertible Notes;
•future
sales of our equity securities and/or future issuances of
indebtedness;
•changes
in the estimation of the future sizes and growth rates of our
markets;
•legislation
or regulatory policies, practices or actions;
•hedging
or arbitrage trading activity by third parties, including by the
counterparties to the note hedge and warrant transactions that we
entered into in connection with the issuance of the Convertible
Notes; and
•dilution
that may occur upon any conversion of shares of our Series A
Preferred Stock or the Convertible Notes or the exercise of the
warrants we issued in connection with the issuance of the
Convertible Notes.
In addition, the stock markets in general have experienced extreme
price and volume fluctuations that have at times been unrelated or
disproportionate to the operating performance of the particular
companies affected. These market and industry factors may
materially harm the market price of our common stock and/or
Convertible Notes irrespective of our operating
performance.
We currently do not intend to pay dividends on our common
stock.
We do not anticipate paying any cash dividends on shares of our
common stock for the foreseeable future. Any determination to pay
dividends in the future will be at the discretion of our board of
directors and will depend on operating results, financial
condition, contractual restrictions, restrictions imposed by
applicable law and other factors our board of directors deems
relevant.
The issuance of shares of our Series A Convertible Preferred Stock
dilutes the relative voting power and ownership of holders of our
common stock and may adversely affect the market price of our
common stock.
Pursuant to an Investment Agreement, dated as of October 3, 2019,
by and between us and RingCentral, we sold 125,000 shares of our
newly designated Series A Convertible Preferred Stock, par value
$0.01 per share (the “Series A Preferred Stock”) to RingCentral on
October 31, 2019 (the “Closing”).
The shares sold to RingCentral at the Closing represent
approximately 9% of our outstanding common stock on an as-converted
basis as of September 30, 2020. The Series A Preferred Stock is
convertible at the option of the holder at any time into shares of
common stock at an initial conversion price of $16.00 per share,
subject to adjustment as set forth in the Certificate of
Designations which details the terms and conditions of the Series A
Preferred Stock.
The holders of our Series A Preferred Stock are entitled to vote,
on an as-converted basis, together with holders of our common stock
on all matters submitted to a vote of the holders of our common
stock. In any such vote, RingCentral's aggregate voting power of
the Series A Preferred Stock and other shares of our common stock
which may be issued to them under that certain
Framework Agreement, dated as of October 3, 2019, by and between
Avaya Inc. and RingCentral (the "Framework Agreement"), will be
limited, prior to our receipt of an approval by our stockholders as
required under New York Stock Exchange Listed Company Manual Rule
312.03 (“Stockholder Approval”), to the voting power equivalent to
no more than 19.9% of our outstanding common stock. If Stockholder
Approval is obtained, this limitation will no longer apply.
Notwithstanding that limit, the issuance of the Series A Preferred
Stock to RingCentral effectively reduces the relative voting power
of the holders of our common stock. The conversion of the Series A
Preferred Stock into common stock would dilute the ownership
interest of existing holders of our common stock.
For a period of eighteen months following issuance of Series A
Preferred Stock, the sale or transfer of the Series A Preferred
Stock and the common stock issuable upon conversion thereof is
subject to certain lock-up provisions that, subject to exceptions,
prohibit sale or transfer. Following expiration of RingCentral’s
eighteen-month lock-up period, any sales in the public market of
the common stock issuable upon conversion of the Series A Preferred
Stock could adversely affect prevailing market prices of our common
stock. We granted RingCentral customary registration rights in
respect of any shares of common stock issued upon conversion of the
Series A Preferred Stock and have filed a registration statement
permitting the resale by RingCentral of the common stock underlying
the Series A Preferred Stock in compliance with this obligation. As
a result, subject to certain exceptions, RingCentral will be able
to freely sell common stock upon expiration of the lock-up. Sales
by RingCentral of a substantial number of shares of our common
stock in the public market, or the perception that such sales might
occur, could have a material adverse effect on the price of our
common stock.
Our Series A Preferred Stock has rights, preferences and privileges
that are not held by, and are preferential to, the rights of our
common stockholders, which could adversely affect our liquidity and
financial condition and result in the interests of RingCentral
differing from those of our common stockholders.
As a holder of our Series A Preferred Stock, RingCentral is
entitled to:
•receive
dividends, in preference and priority to holders of our common
stock or other series of Company stock, which will accrue on a
daily basis at the rate of 3% per annum of the stated value of the
Series A Preferred Stock. The stated value of the Series A
Preferred Stock is initially $1,000 per share and it will be
increased by the sum of any dividends on such shares not paid in
cash. These dividends are cumulative, compound quarterly and are
paid quarterly in arrears.
•participate
in any dividends we pay on our common stock, equal to the dividend
which holders would have received if their Series A Preferred Stock
had been converted into common stock on the date such common stock
dividend was determined.
•receive,
in the event our Company is liquidated or dissolved, before any
distribution is made to holders of our common stock, an amount
equal to the liquidation preference (which equals the stated value
referenced above plus any accrued and unpaid dividends) for each
share of Series A Preferred Stock held.
RingCentral also has certain redemption rights or put rights to
require us to repurchase all or any portion of the Series A
Preferred Stock after the termination of the Framework Agreement or
upon the occurrence of certain events.
These dividend and share repurchase obligations could impact our
liquidity and reduce the amount of cash flows available for working
capital, capital expenditures, growth opportunities, acquisitions
and other general corporate purposes and could limit our ability to
obtain additional financing or increase our borrowing costs, which
could have an adverse effect on our financial
condition.
As a holder of our Series A Preferred Stock, RingCentral has
certain consent rights over charter amendments and issuances of
senior equity and the ability to designate a member of our Board of
Directors.
The transaction documents entered into in connection with the sale
of the Series A Preferred Stock to RingCentral grant to RingCentral
customary consent rights with respect to certain actions by us,
including:
•amending
our organizational documents in a manner that would have an adverse
effect on the Series A Preferred Stock; and
•issuing
securities that are senior to, or equal in priority with, the
Series A Preferred Stock.
In addition, pursuant to an Investor Rights Agreement, until such
time when RingCentral and its affiliates hold or beneficially own
less than 4,759,339 shares of our common stock (on an as-converted
basis), RingCentral has the right to nominate one person for
election to our Board of Directors and our Board of Directors will
recommend that our stockholders vote in favor of such
nominee.
The director designated by RingCentral is entitled to attend
meetings of our Board’s Audit, Compensation, and Nominating and
Governance Committees as a non-voting observer, or such director
may choose to serve on the Audit Committee and Nominating and
Corporate Governance Committees of our Board, subject to applicable
law and stock exchange rules. Such director is also entitled to be
an observer to the Compensation Committee of our
Board.
To the extent that we seek to raise capital in the form of senior
preferred stock, for instance because it is the most efficient or
only form of capital available to us, or we need to amend our
organizational documents for whatever reason and RingCentral
does not provide its consent to any such issuance or amendment, it
could have a material adverse effect on our business and/or
liquidity.
RingCentral has certain redemption or put rights to require us to
repurchase all or any portion of the Series A Preferred Stock for
cash. We may not be able to raise the funds necessary to finance
such a required repurchase.
RingCentral has certain redemption or put rights to require us, to
repurchase all or any portion of the Series A Preferred Stock for
cash. RingCentral can exercise such redemption rights, upon at
least 21 days’ notice, after the termination of the Framework
Agreement or upon the occurrence of certain events. If and to the
extent this redemption right is exercised, we would have to
purchase each share of Series A Preferred Stock at the per share
price equal to the stated value of the Series A Preferred Stock,
which is initially $1,000 per share and which will be increased by
the sum of any dividends on such shares, plus all accrued but
unpaid dividends.
It is possible that we would not have sufficient funds to make any
required repurchase of Series A Preferred Stock. Moreover, we may
not be able to arrange financing, to pay the repurchase
price.
The conditional conversion feature of the Convertible Notes, if
triggered, may adversely affect our financial condition and
operating results and/or the market for our common
stock.
In the event the conditional conversion feature of our Convertible
Notes is triggered, holders of Convertible Notes will be entitled
to convert the Convertible Notes at any time during specified
periods at their option. If one or more holders elect to convert
their Convertible Notes, unless we elect to satisfy our conversion
obligation by delivering solely shares of our common stock (other
than paying cash in lieu of delivering any fractional share), we
would be required to settle a portion or all of our conversion
obligation through the payment of cash, which could adversely
affect our liquidity. If we elect to satisfy this obligation by
delivering common stock it would have a dilutive effect on our
other stockholders. In addition, even if holders do not elect to
convert their Convertible Notes, we could be required under
applicable accounting rules to reclassify all or a portion of the
outstanding principal of the Convertible Notes as a current rather
than long-term liability, which would result in a material
reduction of our net working capital.
The convertible note hedge and warrant transactions may affect the
value of the Convertible Notes and our common stock.
In connection with the pricing of the Convertible Notes, we entered
into a convertible note hedge ("Bond Hedge") transaction with each
of Barclays Bank PLC, Credit Suisse Capital LLC and JPMorgan Chase
Bank, National Association (the "Call Spread Counterparties"). The
Bond Hedge transactions reduced the potential dilution upon
conversion of the Convertible Notes. We also entered into a warrant
("Call Spread Warrant") transaction with each of the Call Spread
Counterparties. The Call Spread Warrant transactions could
separately have a dilutive effect on our earnings per share to the
extent that the market price per share of our common stock exceeds
the applicable strike price of the Call Spread
Warrants.
Each of the Call Spread Counterparties (or an affiliate) may modify
its initial hedge position by entering into or unwinding various
derivatives with respect to our common stock and/or purchasing or
selling our common stock or other securities of ours in secondary
market transactions following the pricing of the Convertible Notes
and prior to the maturity of the Convertible Notes (and is likely
to do so during any observation period related to a conversion of
the Convertible Notes). This activity could also cause or avoid an
increase or a decrease in the market price of our common stock or
the Convertible Notes, which could affect the ability to convert
the Convertible Notes and, to the extent the activity occurs during
any observation period related to a conversion of the Convertible
Notes, it could affect the number of shares and value of the
consideration that holders of the Convertible Notes will receive
upon conversion of the Convertible Notes.
Significant exercises of equity awards or warrants or conversion of
preferred stock or convertible debt could adversely affect the
market price of the Company’s common stock.
As of September 30, 2020, we had 83,278,383 shares of common stock
issued and outstanding. The total number of shares of our common
stock issued and outstanding does not include 5,078,773 shares and
5,645,200 shares that may be issued upon the exercise or vesting of
equity awards and warrants issued upon emergence from bankruptcy,
respectively. In addition, we have the ability to issue an
additional 14,407,473 equity awards tied to our common stock under
our currently authorized equity incentive plans. Furthermore, the
maximum number of shares of common stock issuable upon conversion
of our Convertible Notes is 16,393,440 and our Series A Preferred
Stock issued to RingCentral is convertible into 8,029,990 shares of
common stock as of September 30, 2020. The exercise of equity
awards and warrants and the conversion of our convertible debt
instruments and preferred stock could adversely affect the price of
the Company’s common stock, will reduce the percentage of common
stock held by the Company’s current stockholders and may cause its
current stockholders to suffer significant dilution, which may
adversely affect the market.
Our amended and restated certificate of incorporation and our
amended and restated bylaws may impede or discourage a takeover,
which could reduce the market price of our common stock and the
value of the preferred stock and the Convertible
Notes.
Certain provisions in our amended and restated certificate of
incorporation and our amended and restated bylaws may delay or
prevent a third party from acquiring control of us, even if a
change in control would be beneficial to our existing stockholders.
Our governing documents include provisions that:
•authorize
our board of directors to create and issue, without stockholder
approval, up to 55,000,000 shares of undesignated preferred stock,
which could be used to dilute the ownership of a hostile
acquirer;
•grant
the board of directors the exclusive right to fill a vacancy on the
board of directors, whether such vacancy is due to an increase in
the number of directors or death, resignation or removal of a
director, which prevents stockholders from being able to fill such
vacancies on the board of directors; and
•require
stockholders to follow certain advance notice procedures to bring a
proposal before an annual meeting, including proposing nominees for
election as directors, which may discourage a potential acquirer
from soliciting proxies to elect the acquirer’s own director or
slate of directors.
These provisions could impede a merger, takeover or other business
combination involving us or discourage a potential acquirer from
making a tender offer for our common stock, which, under certain
circumstances, could reduce the market price of our common stock
and the value of our preferred stock and Convertible Notes. In
addition, our amended and restated certificate of incorporation
requires, to the fullest extent permitted by law, that derivative
actions brought in the name of the Company, actions against our
directors, officers and employees for breach of fiduciary duty and
other similar actions may be brought only in the Court of Chancery
in the State of Delaware.
Our amended and restated certificate of incorporation includes a
forum selection clause, which could limit our stockholders’ ability
to obtain a favorable judicial forum for disputes with
us.
Our amended and restated certificate of incorporation requires
that, unless we consent in writing to the selection of an
alternative forum, the Court of Chancery of the State of Delaware
will be the sole and exclusive forum for (i) any derivative action
or proceeding brought on behalf of the Company, (ii) any action
asserting a claim of breach of a fiduciary duty owed by any
director, officer or other employee of the Company to the Company
or the Company’s stockholders, (iii) any action asserting a claim
arising pursuant to any provision of the DGCL or (iv) any action
asserting a claim governed by the internal affairs
doctrine.
This exclusive forum provision will not apply to claims under the
Securities Exchange Act of 1934, but will apply to other state and
federal law claims including actions arising under the Securities
Act of 1933 (although our stockholders will not be deemed to have
waived our compliance with the federal securities laws and the
rules and regulations thereunder). Section 22 of the Securities Act
of 1933, however, creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or
liability created by the Securities Act of 1933 or the rules and
regulations thereunder. Accordingly, there is uncertainty as to
whether a court would enforce such a forum selection provision as
written in connection with claims arising under the Securities Act
of 1933. Any person or entity purchasing or otherwise acquiring any
interest in shares of our capital stock is deemed to have notice of
and consented to the foregoing provisions. This forum selection
provision in our Amended and Restated Certificate of Incorporation
may limit our stockholders’ ability to obtain a favorable judicial
forum for disputes with us. It is also possible that,
notwithstanding the forum selection clause included in our
certificate of incorporation, a court could rule that such a
provision is inapplicable or unenforceable.
General Risk Factors
Our ability to retain and attract key personnel is critical to the
success of our business and execution of our growth
strategy.
The success of our business depends on the skill, experience and
dedication of our employee base. If we are unable to retain and
recruit sufficiently experienced and capable employees, including
those who can help us increase revenues generated from our
cloud-based solutions and services, our business and financial
results may suffer. Experienced and capable employees in the
technology industry remain in high demand, and there is continual
competition for their talents. If executives, managers or other key
personnel resign, retire or are terminated, or their service is
otherwise interrupted, we may not be able to replace them in a
timely manner and we could experience significant declines in
productivity and/or errors due to insufficient staffing or
managerial oversight. Moreover, turnover of senior management and
other key personnel can adversely impact, among other things, our
operating results, our customer relationships and lead us to incur
significant expenses related to executive transition costs that may
impact our operating results. In addition, our ability to
adequately staff our R&D efforts in the U.S. may be inhibited
by changes to U.S. immigration policies that restrain the flow of
professional and technical talent. While we strive to
maintain our competitiveness in the marketplace, there can be no
assurance that we will be able to successfully retain and attract
the employees that we need to achieve our business
objectives.
Business interruptions, whether due to catastrophic disasters or
other events, could adversely affect our operations.
Our operations and those of our contract manufacturers and
outsourced service providers are vulnerable to interruption by
fire, earthquake, hurricane, flood or other natural disasters,
power loss, computer viruses, computer systems failure,
telecommunications failure, quarantines, national catastrophe,
terrorist activities, war and other events beyond our control. For
instance, we have operations in the Silicon Valley area of
California near known earthquake fault zones, which are vulnerable
to damage from earthquakes. Our disaster recovery plans may not be
sufficient to address these interruptions. If any disaster were to
occur, our ability and the ability of our contract manufacturers
and outsourced service providers to operate could be seriously
impaired and we could experience material harm to our business,
operating results and financial condition.
Because our ability to attract and retain customers depends on our
ability to provide customers with highly reliable service, even
minor interruptions in our operations could harm our
reputation
as a reliable solutions provider. In addition, the coverage or
limits of our business interruption insurance may not be sufficient
to compensate for any losses or damages that may
occur.
The United Kingdom’s withdrawal from the EU may adversely impact
our operations in the United Kingdom and elsewhere.
In June 2016, voters in the United Kingdom approved an advisory
referendum to withdraw from the EU, commonly referred to as
"Brexit". The political and economic instability created by the
Brexit vote has caused and may continue to cause significant
volatility in global financial markets and the value of the Pound
Sterling currency and other currencies, including the Euro.
Depending on the terms reached regarding the United Kingdom’s exit
from the EU, it is possible that there may be adverse practical
and/or operational implications on our business.
Currently, the most immediate impact may be to the relevant
regulatory regimes under which our United Kingdom subsidiaries
operate, including the offering of communications services, as well
as data privacy. Since the vote to withdraw from the EU,
negotiations and arrangements between the United Kingdom, the EU
and other countries outside of the EU have been, and will continue
to be, complex and time consuming. The potential withdrawal could
adversely impact our United Kingdom subsidiaries and add
operational complexities that did not previously
exist.
The United Kingdom formally left the EU on January 31, 2020 and
immediately entered into an 11-month transition period during which
all EU rules and trading agreements remain as they were.
Discussions between the EU and the United Kingdom on securing a
trade deal are ongoing with a December 2020 deadline. The impact on
regulatory regimes remains uncertain if a trade deal is not
reached. At this time, we cannot predict the impact of the EU and
the United Kingdom failing to secure a trade deal may have on our
business generally and our United Kingdom subsidiaries more
specifically, and no assurance can be given that our operating
results, financial condition and prospects would not be adversely
impacted.
A violation of the FCPA may adversely affect the Company's business
and operations.
As a U.S. corporation, we are subject to the regulations imposed by
the Foreign Corrupt Practices Act (the "FCPA"), which generally
prohibits U.S. companies and their intermediaries from making
improper payments to foreign officials for the purpose of obtaining
or maintaining business. We have adopted stringent procedures to
enforce compliance with the FCPA. Nevertheless, we do business and
may do additional business in the future in countries and regions
where strict compliance with anti-bribery laws may not be customary
and we may be held liable for actions taken by our strategic or
local partners even though these partners may not be subject to the
FCPA. Our personnel and intermediaries, including our local
operators and strategic partners, may face, directly or indirectly,
corrupt demands by government officials, political parties and
officials, tribal or insurgent organizations, or private entities
in the countries in which we operate or may operate in the future.
As a result, we face the risk that an unauthorized payment or offer
of payment could be made by one of our employees or intermediaries,
even if such parties are not always subject to our control or are
not themselves subject to the FCPA or other similar laws to which
we may be subject. Any allegation or determination that we have
violated the FCPA could have a material adverse effect on our
business, financial position, results of operations and cash
flows.
We are exposed to the credit risk of some of our clients and
customers, which may harm our operating results and financial
condition.
Most of our sales in the United States have standard payment terms
of 30 days and, because of local customs or conditions, longer in
some markets outside the United States. We believe customer
financing is a competitive factor in obtaining business,
particularly in serving customers involved in significant
infrastructure projects. Our financing arrangements may include not
only financing the acquisition of our solutions and services but
also providing additional funds for other costs associated with
installation and integration of our solutions and
services.
We have a thorough credit process for extending credit limits to
our customers, which considers the financial profile of our end
user customers in addition to that of the direct customer,
distributor or channel partner. We evaluate numerous factors in
extending credit, which may include credit ratings, financial
performance and discussions with customers.
Notwithstanding
that, our exposure to the credit risks relating to our financing
activities described above may increase if our customers are
adversely affected by periods of economic uncertainty or a global
economic downturn. For instance, due to the impact of the COVID-19
pandemic, certain clients and customers have had and may continue
to have difficulty meeting their payment obligations to us,
resulting in late or non-payment of amounts owed. Although these
losses have not been material to date, future losses, if incurred,
could harm our business and have a material adverse effect on our
operating results and financial condition.
The Company could be subject to changes in its tax rates, the
adoption of new U.S. or international tax legislation or exposure
to additional tax liabilities, which could have a material and
adverse impact on the Company’s operating results, cash flows and
financial condition.
The Company is subject to taxes in the U.S. and numerous foreign
jurisdictions, where a number of the Company’s subsidiaries are
organized or the Company's solutions and devices are sold. Due to
economic and political conditions, tax rates in various
jurisdictions including the U.S. may be subject to change. The
Company’s future effective tax rates could be affected by changes
in the mix of earnings in countries with differing statutory tax
rates, changes in the valuation of deferred tax assets and
liabilities and changes in tax laws or their
interpretation.
U.S. tax reform legislation enacted in December 2017 known
colloquially as the "Tax Cuts and Jobs Act," among other things,
makes significant changes to the rules applicable to the taxation
of corporations, such as changing the corporate tax rate to a flat
21% rate, modifying the rules regarding limitations on certain
deductions for executive compensation, introducing a capital
investment deduction in certain circumstances, placing certain
limitations on the interest deduction, modifying the rules
regarding the usability of certain net operating losses,
implementing a minimum tax on the "global intangible low-taxed
income" of a "United States shareholder" of a "controlled foreign
corporation," modifying certain rules applicable to U.S.
shareholders of controlled foreign corporations, imposing a deemed
repatriation tax on certain earnings and adding certain anti-base
erosion rules. It is possible that any amendment to these new
rules, or clarification as to the application thereof, may have a
material and adverse impact on our operating results, cash flows
and financial condition.
Tax examinations and audits could have a material and adverse
impact on the Company’s cash flows and financial
condition.
The Company is subject to the examination of its tax returns and
other tax matters by the U.S. Internal Revenue Service and other
tax authorities and governmental bodies. The Company regularly
assesses the likelihood of an adverse outcome resulting from such
examinations to determine the adequacy of its provision for taxes.
There can be no assurance as to the outcome of any such
examinations.
If the Company’s effective tax rates were to increase, or if the
ultimate determination of the Company’s taxes owed were for an
amount in excess of amounts previously accrued, the Company’s
operating results, cash flows and financial condition could be
materially and adversely affected.
Fluctuations in foreign currency exchange rates and interest rates
could negatively impact our operating results, financial condition
and cash flows.
We are a global company with significant international operations
and we transact business in many currencies. As a result of our
foreign operations, we are exposed to adverse movements in foreign
currency exchange rates. The majority of our revenues and expenses
are denominated in U.S. dollars. However, we are exposed to foreign
currency exchange rate fluctuations related to certain revenues and
expenses denominated in foreign currencies. Our primary currency
exposures relate to net operating expenses denominated in Euro,
Indian Rupee and Mexican Peso. These exposures may change over time
as business practices evolve and the geographic mix of our business
changes. In addition, a portion of our borrowings bears interest at
prevailing interest rates based upon the LIBOR Rate plus an
applicable margin. Therefore, we are subject to risk from changes
in interest rates on the variable component of the rate. From time
to time we use derivative instruments to hedge foreign currency
risks associated with certain monetary assets and liabilities,
primarily accounts receivable, accounts payable and certain
intercompany obligations, as well as to hedge risks associated with
changes in interest rates. The measures we have taken to help
mitigate these risks are discussed in Part II, Item 7A,
"Quantitative and Qualitative Disclosures about Market Risk," of
this Annual Report on Form 10-K. However, any attempts to hedge
against foreign currency exchange rate and/or interest rate
fluctuation risk may be unsuccessful and result in an adverse
impact to our operating results, financial condition and cash
flows.
If we fail to maintain proper and effective internal control over
financial reporting, our operating results and our ability to
operate our business could be harmed.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we
establish and maintain internal control over financial reporting
and we are also required to establish disclosure controls and
procedures under applicable SEC rules. An effective internal
control environment is necessary to enable us to produce reliable
financial reports and is an important component of our efforts to
prevent and detect financial reporting errors and fraud. Management
is required to provide an annual assessment on the effectiveness of
our internal control over financial reporting and our independent
registered public accounting firm is also
required to attest to the effectiveness of our internal control
over financial reporting. Our and our auditor’s testing may reveal
significant deficiencies in our internal control over financial
reporting that are deemed to be material weaknesses and render our
internal control over financial reporting ineffective. In the past,
these assessments and similar reviews have led to the discovery of
material weaknesses, all of which have been remediated. However, no
assurance can be given that we will not discover material
weaknesses in the future. We have incurred and we expect to
continue to incur substantial accounting and auditing expense and
expend significant management time in complying with the
requirements of Section 404.
While an effective internal control environment is necessary to
enable us to produce reliable financial reports and is an important
component of our efforts to prevent and detect financial reporting
errors and fraud, disclosure controls and internal control over
financial reporting are generally not capable of preventing or
detecting all financial reporting errors and all fraud. A control
system, no matter how well-designed and operated, is designed to
reduce rather than eliminate the risk of material misstatements in
our financial statements. There are inherent limitations on the
effectiveness of internal controls, including collusion, management
override and failure in human judgment. A control system can
provide only reasonable, not absolute, assurance of achieving the
desired control objectives and the design of a control system must
reflect the fact that resource constraints exist.
If we are not able to comply with the requirements of Section 404,
or if we or our independent registered public accounting firm
identify deficiencies in our internal control over financial
reporting that are deemed to be material weaknesses:
•we
could fail to meet our financial reporting
obligations;
•our
reputation may be adversely affected and our business and operating
results could be harmed;
•the
market price of our stock could decline; and
•we
could be subject to litigation and/or investigations or sanctions
by the Securities and Exchange Commission (the "SEC"), the New York
Stock Exchange or other regulatory authorities.
An active trading market for our common stock may not be
sustained.
Although our common stock is currently quoted on the New York Stock
Exchange, an active trading market for our common stock may not be
sustained. If the market is not sustained, it may be difficult for
shareholders to sell shares of our common stock at a price that is
attractive or at all. In addition, an inactive market may impair
our ability to raise capital by selling shares and may impair our
ability to acquire other companies by using our shares as
consideration, which, in turn, could materially adversely affect
our business.
If securities or industry analysts discontinue publishing research
or reports about our business, or publish negative reports about
our business, our share price and trading volume could
decline.
The trading market for our common stock depends in part on the
research and reports that securities or industry analysts publish
about us, our business, our market and our competitors. We do not
have any control over these analysts. If one or more of the
analysts who cover us downgrade our shares or change their opinion
of our shares, our share price would likely decline. If one or more
of these analysts cease coverage of our company or fail to
regularly publish reports on us, we could lose visibility in the
financial markets, which could cause our share price or trading
volume to decline.
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Item 1B. |
Unresolved Staff Comments |
None.
As of September 30, 2020, we had 126 leased facilities located
in 58 countries. These included 9 primary research and development
facilities located in Canada, Czech Republic, India, Ireland,
Israel, Italy and the U.S. Our real property portfolio consists of
aggregate floor space of 2.1 million square feet, substantially all
of which is leased. Our lease terms range from monthly leases to 10
years. We believe that all of our facilities are in good condition
and are well maintained. Our facilities are used for the current
operations of both of our operating segments. For additional
information regarding obligations under operating leases, see Note
5, "Leases," to our Consolidated Financial Statements included in
Part II, Item 8 of this Annual Report on Form
10-K.
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Item 3. |
Legal Proceedings |
The information concerning legal proceedings set forth under Note
22, "Commitments and Contingencies," to our Consolidated
Financial Statements included in Part II, Item 8 of this
Annual Report on Form 10-K, is incorporated by reference in
response to this item.
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Item 4. |
Mine Safety Disclosures |
Not applicable.
PART II
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities |
Market Information
The common stock of Avaya Holdings Corp. are listed on the New York
Stock Exchange ("NYSE") and began trading on the NYSE on January
17, 2018, under the symbol "AVYA."
Number of Holders of Common Stock
The number of record holders of the common stock as of
October 31, 2020 was 153. That number does not include the
beneficial owners of shares held in "street" name or held through
participants in depositories, such as The Depository Trust
Company.
Dividends
No dividends were paid by Avaya Holdings Corp. on its common stock
over the past three fiscal years and the Company does not
anticipate paying cash dividends on its common stock in the
foreseeable future. Holders of the Company's Series A Preferred
Stock are entitled to receive dividends at the rate of 3% per annum
of the stated value of the Series A Preferred Stock. The Company
has the option of paying such dividends in cash or by increasing
the stated value of the Series A Preferred Stock. Since the
issuance of the Series A Preferred Stock in October 2019, the
Company has increased the stated value of the Series A Preferred
Stock for dividends accrued and does not expect to pay dividends on
the Series A Preferred Stock in cash for the foreseeable
future.
Purchases of Equity Securities by the Issuer
The following table provides information with respect to purchases
by the Company of shares of common stock during the three months
ended September 30, 2020:
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|
Period |
|
Total Number of Shares (or Units) Purchased(1)
|
|
Average Price Paid per Share (or Unit) |
|
Total Number of Shares (or Units) Purchased as Part of Publicly
Announced Plans or Programs |
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units)
That May Yet Be Purchased Under Plans or
Programs(2)(3)
|
July 1 - 31, 2020 |
|
71,985 |
|
|
$ |
12.5598 |
|
|
— |
|
|
$ |
185,000,003 |
|
August 1 - 31, 2020 |
|
46,958 |
|
|
$ |
16.4200 |
|
|
— |
|
|
$ |
185,000,003 |
|
September 1 - 30, 2020 |
|
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
185,000,003 |
|
Total |
|
118,943 |
|
|
|
|
— |
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|
(1)
All repurchases included in the column for the periods indicated
represent shares of common stock withheld for taxes on restricted
stock units that vested.
(2)
On November 14, 2018, the Company's Board of Directors approved a
warrant repurchase program, authorizing the Company to repurchase
the Company’s outstanding warrants to purchase shares of the
Company’s common stock for an aggregate expenditure of up to $15
million. The repurchases may be made from time to time in the open
market, through block trades or in privately negotiated
transactions.
(3)
On October 1, 2019, the Company's Board of Directors approved
a share repurchase program, authorizing the Company to repurchase
the Company’s common stock for an aggregate expenditure of up to
$500 million. The repurchases may be made from time to time in the
open market, through block trades or in privately negotiated
transactions.
Recent Sales of Unregistered Securities
None.
Stock Performance Graph
The following graph compares the cumulative total return on our
common stock for the period from December 19, 2017, the date the
common stock began trading, through September 30, 2020, with
the total return over the same period on the Russell 2000 Index and
the NASDAQ Computer Index. The graph assumes that $100 was invested
on December 19, 2017 in the Company's common stock and in each of
the indices and assumes reinvestment of dividends, if any. The
graph is based on historical data and is not necessarily indicative
of future price performance.

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12/19/17 |
12/29/17 |
03/29/18 |
06/29/18 |
09/28/18 |
12/31/18 |
03/29/19 |
06/28/19 |
09/30/19 |
12/31/19 |
03/31/20 |
06/30/20 |
09/30/20 |
Avaya Holdings Corp. |
$ |
100.00 |
|
$ |
106.69 |
|
$ |
136.17 |
|
$ |
122.07 |
|
$ |
134.59 |
|
$ |
88.51 |
|
$ |
102.31 |
|
$ |
72.40 |
|
$ |
62.19 |
|
$ |
82.07 |
|
$ |
49.18 |
|
$ |
75.14 |
|
$ |
92.41 |
|
Russell 2000 Index |
$ |
100.00 |
|
$ |
99.92 |
|
$ |
99.52 |
|
$ |
106.92 |
|
$ |
110.40 |
|
$ |
87.75 |
|
$ |
100.19 |
|
$ |
101.94 |
|
$ |
99.13 |
|
$ |
108.57 |
|
$ |
75.03 |
|
$ |
93.79 |
|
$ |
98.11 |
|
NASDAQ Computer Index |
$ |
100.00 |
|
$ |
98.21 |
|
$ |
100.68 |
|
$ |
107.76 |
|
$ |
116.13 |
|
$ |
94.59 |
|
$ |
112.28 |
|
$ |
116.62 |
|
$ |
121.79 |
|
$ |
142.21 |
|
$ |
125.93 |
|
$ |
167.07 |
|
$ |
187.82 |
|
This Performance Graph will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates it by reference. In addition, the
Performance Graph will not be deemed to be "soliciting material" or
to be "filed" with the SEC or subject to Regulation 14A or 14C,
other than as provided in Regulation S-K, or to the liabilities of
section 18 of the Securities Exchange Act of 1934, except to the
extent that the Company specifically requests that such information
be treated as soliciting material or specifically incorporates it
by reference into a filing under the Securities Act or the Exchange
Act.
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Item 6. |
Selected Financial Data |
The selected Consolidated Statements of Operations data for fiscal
2020 and 2019 (Successor), the period from December 16, 2017
through September 30, 2018 (Successor) and the period from October
1, 2017 through December 15, 2017 (Predecessor) and the selected
Consolidated Balance Sheets data as of September 30, 2020 and
2019 (Successor), are derived from our audited Consolidated
Financial Statements included in this Form 10-K. The selected
Consolidated Statements of Operations data for fiscal 2017 and
2016, and the selected Consolidated Balance Sheets data as of
September 30, 2018, 2017 and 2016, are derived from our
audited Consolidated Financial Statements that are not included in
this Form 10-K. The information set forth below is not necessarily
indicative of results of future operations, and should be read in
conjunction with Item 7, "Management’s Discussion and Analysis
of Financial Condition and Results of Operations" and the
Consolidated Financial Statements and related notes included in
Part II, Item 8, "Consolidated Financial Statements and
Supplementary Data" in this Annual Report on
Form 10-K.
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Successor |
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Predecessor |
Statement of Operations Data: |
|
Fiscal years ended September 30, |
|
Period from December 16, 2017
through
September 30, 2018 |
|
|
Period from
October 1, 2017
through
December 15, 2017 |
|
Fiscal years ended September 30, |
(In millions, except per share amounts) |
|
2020 |
|
2019 |
|
|
|
|
2017 |
|
2016 |
Revenue |
|
2,873 |
|
|
2,887 |
|
|
$ |
2,247 |
|
|
|
$ |
604 |
|
|
$ |
3,272 |
|
|
$ |
3,702 |
|
Net (loss) income |
|
(680) |
|
|
(671) |
|
|
287 |
|
|
|
2,977 |
|
|
(182) |
|
|
(730) |
|
(Loss) earnings per share: |
|
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|
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|
|
|
|
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|
Basic |
|
$ |
(7.45) |
|
|
$ |
(6.06) |
|
|
$ |
2.61 |
|
|
|
$ |
5.19 |
|
|
$ |
(0.43) |
|
|
$ |
(1.54) |
|
Diluted |
|
$ |
(7.45) |
|
|
$ |
(6.06) |
|
|
$ |
2.58 |
|
|
|
$ |
5.19 |
|
|
$ |
(0.43) |
|
|
$ |
(1.54) |
|
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|
Successor |
|
|
Predecessor |
|
|
Balance Sheet Data: |
|
As of September 30, |
|
|
As of September 30, |
|
|
(In millions) |
|
2020 |
|
2019 |
|
2018 |
|
|
2017 |
|
2016 |
|
|
Cash and cash equivalents |
|
$ |
727 |
|
|
$ |
752 |
|
|
$ |
700 |
|
|
|
$ |
876 |
|
|
$ |
336 |
|
|
|
Total assets |
|
6,231 |
|
|
6,950 |
|
|
7,679 |
|
|
|
5,898 |
|
|
5,821 |
|
|
|
Total debt (including current and long-term portion) |
|
2,886 |
|
|
3,119 |
|
|
3,126 |
|
|
|
725 |
|
|
6,018 |
|
|
|
Liabilities subject to compromise |
|
— |
|
|
— |
|
|
— |
|
|
|
7,705 |
|
|
— |
|
|
|
Finance leases |
|
17 |
|
|
19 |
|
|
31 |
|
|
|
26 |
|
|
56 |
|
|
|
Convertible series A preferred stock |
|
128 |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
Total stockholders' equity (deficit) |
|
236 |
|
|
1,300 |
|
|
2,051 |
|
|
|
(5,013) |
|
|
(5,023) |
|
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|
|
|
|
|
|
Successor |
|
|
Predecessor |
Other Financial Data: |
|
Fiscal years ended September 30, |
|
Period from December 16, 2017
through
September 30, 2018 |
|
|
Period from
October 1, 2017
through
December 15, 2017 |
|
Fiscal years ended September 30, |
(In millions) |
|
2020 |
|
2019 |
|
|
|
|
2017 |
|
2016 |
Cash provided by (used for) operating activities |
|
$ |
147 |
|
|
$ |
241 |
|
|
$ |
202 |
|
|
|
$ |
(414) |
|
|
$ |
301 |
|
|
$ |
113 |
|
EBITDA(a)
|
|
25 |
|
|
(3) |
|
|
289 |
|
|
|
3,479 |
|
|
370 |
|
|
125 |
|
Adjusted EBITDA(a)
|
|
710 |
|
|
706 |
|
|
611 |
|
|
|
135 |
|
|
866 |
|
|
940 |
|
(a)
Each of EBITDA and Adjusted EBITDA are non-GAAP financial measures.
See "Management’s Discussion and Analysis of Financial Condition
and Results of Operations-EBITDA and Adjusted EBITDA" for a
definition and explanation of EBITDA and Adjusted EBITDA and
reconciliation of net (loss) income to EBITDA and Adjusted
EBITDA.
The following are significant items affecting the comparability of
the selected consolidated financial data for the periods
presented:
•On
December 15, 2017, the Company emerged from bankruptcy and
applied fresh start accounting, which required the allocation of
its reorganization value to its individual assets based on their
estimated fair values. As a result of the application of fresh
start accounting and the effects of the implementation of the Plan
of Reorganization, our Consolidated Financial Statements after
December 15, 2017 are not comparable with our Consolidated
Financial
Statements as of or prior to that date. See Note 24, "Fresh Start
Accounting," to our Consolidated Financial Statements included in
Part II, Item 8 of this Annual Report on Form 10-K for a more
detailed discussion.
•The
Company adopted ASU No. 2014-09, "Revenue from Contracts with
Customers (Topic 606)" and its related amendments (collectively
"ASC 606"), on October 1, 2018 using the modified
retrospective transition method. As a result, the reported
results for fiscal 2020 and 2019 reflect the application of ASC
606, while the reported results for prior fiscal years are not
adjusted and continue to be reported under prior guidance ("ASC
605").
•The
Company adopted ASU No. 2016-02, "Leases (Topic 842)", on
October 1, 2019 using the modified retrospective transition
method as of the beginning of the period of adoption. As a result,
the Consolidated Balance Sheet as of September 30, 2020
reflects the application of ASC 842, while the Consolidated Balance
Sheets for prior fiscal years are not adjusted and continue to be
reported under ASC 840. The adoption of ASC 842 resulted in the
recognition of $190 million of operating lease right-of-use assets
and $194 million of operating lease liabilities on October 1,
2019.
•In
fiscal 2020 and 2019 (Successor), and fiscal 2017 and 2016
(Predecessor), the Company recorded pre-tax impairment charges of
$624 million, $659 million, $117 million and $542 million,
respectively, related to goodwill and indefinite-lived intangible
assets. See Note 7, "Goodwill, net" and Note 8, "Intangible Assets,
net," to our Consolidated Financial Statements included in Part II,
Item 8 of this Annual Report on Form 10-K for additional
information.
•During
the period from October 1, 2017 through December 15, 2017
(Predecessor) and fiscal 2017 (Predecessor), the Company recorded
pre-tax reorganization, net credits (costs) of $3,416 million and
$(98) million, respectively. The period from October 1, 2017
through December 15, 2017 (Predecessor) primarily consists of the
net gain from the consummation of the Plan of Reorganization and
the related settlement of liabilities. The period from October 1,
2017 through December 15, 2017 (Predecessor) and fiscal 2017
(Predecessor) also include amounts incurred subsequent to the
Bankruptcy Filing as a direct result of the Bankruptcy Filing and
are comprised of professional service fees and contract rejection
fees.
•The
Company acquired Spoken on March 9, 2018. Spoken has been included
in the Company's results of operations since the acquisition date.
See Note 6, "Business Combinations and Strategic Partnerships and
Investments," to our Consolidated Financial Statements included in
Part II, Item 8 of this Annual Report on Form 10-K for a more
detailed discussion.
•The
Company sold its Networking business on July 14, 2017 which
resulted in a pre-tax gain of $2 million in fiscal 2017
(Predecessor). See Note 23, "Emergence from Voluntary
Reorganization under Chapter 11 Proceedings," to our Consolidated
Financial Statements included in Part II, Item 8 of this Annual
Report on Form 10-K for additional information.
•On
December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed
into law, which lowered the U.S. federal corporate tax rate from
35% to 21% effective January 1, 2018. During the period from
December 16, 2017 through September 30, 2018, the Company recorded
an income tax benefit of $245 million to adjust deferred tax
balances to reflect the new rates. See Note 14, "Income Taxes," to
our Consolidated Financial Statements included in Part II, Item 8
of this Annual Report on Form 10-K for additional
information.
•Restructuring
charges, net were $30 million, $22 million, $81 million, $14
million, $30 million and $105 million on a pre-tax basis for fiscal
2020 and 2019 (Successor), the period from December 16, 2017
through September 30, 2018 (Successor), the period from October 1,
2017 through December 15, 2017 (Predecessor) and fiscal 2018, 2017
and 2016 (Predecessor), respectively. See Note 10, "Business
Restructuring Reserves and Programs," to our Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report on
Form 10-K for additional information.
•In
fiscal 2017 (Predecessor), the Company recorded non-cash interest
expense of $61 million related to the accelerated amortization of
debt issuance costs and accretion of debt discount related to the
Company’s Bankruptcy Filing. In addition, effective January 19,
2017, the Company ceased recording interest expense on outstanding
pre-petition debt classified as Liabilities subject to compromise.
Contractual interest expense represented amounts due under the
contractual terms of outstanding debt, including debt subject to
compromise. For the period from October 1, 2017 through December
15, 2017 (Predecessor) and the period from January 19, 2017 through
September 30, 2017 (Predecessor), contractual interest expense of
$94 million and $316 million was not recorded as interest expense,
as it was not an allowed claim under the Bankruptcy
Filing.
•As
of September 30, 2017 (Predecessor), Liabilities subject to
compromise included $5,832 million of Predecessor debt and $12
million of Predecessor capital lease obligations.
|
|
|
|
|
|
Item 7. |
Management’s Discussion and Analysis of Financial Condition and
Results of Operations |
This "Management’s Discussion and Analysis of Financial Condition
and Results of Operations" should be read in conjunction with the
Consolidated Financial Statements and related notes thereto
included in Part II, Item 8 of this Annual Report on Form 10-K. The
matters discussed in this "Management’s Discussion and Analysis of
Financial Condition and Results of Operations" contain certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements involve significant risks and uncertainties. See the
"Cautionary Note Regarding Forward-looking Statements" above and
Part 1, Item 1A, "Risk Factors" in this Annual Report on Form 10-K
for additional information regarding forward-looking statements and
the factors that could cause actual results to differ materially
from those anticipated in the forward-looking
statements.
Overview
Avaya is a global leader in digital communications products,
solutions and services for businesses of all sizes delivering most
of its technology through software and services. We enable
organizations around the globe to succeed by creating
intelligent communications experiences for our clients, their
employees and their customers. Avaya builds open, converged and
innovative solutions to enhance and simplify communications
and collaboration in the cloud, on-premise or a hybrid of both. Our
global, experienced team of professionals delivers award-winning
services from initial planning and design, to seamless
implementation and integration, to ongoing managed operations,
optimization, training and support.
During fiscal 2020, the Company shifted its entire comprehensive
portfolio of capabilities to Avaya OneCloud, which offers
significant capabilities across contact center, unified
communications and collaboration, and communications platform as a
service. Avaya OneCloud provides the full spectrum of cloud and
on-premise deployment options. This enables organizations to deploy
the Company’s solutions in the way that best serves their business
requirements and complements their existing investments, while
moving with the speed and agility they require.
The Company also offers one of the broadest portfolios of business
devices in the industry, including handsets, video conferencing
units and headsets to meet the needs of every type of worker across
a customer’s organization and help them get the most out of their
communications investments. Avaya IP-enabled handsets, multimedia
devices and conferencing systems enhance collaboration and
productivity, and position organizations to incorporate future
technological advancements.
Our business has two operating segments:
Products & Solutions
and
Services.
Products & Solutions
Products & Solutions encompasses our unified communications and
contact center platforms, applications and devices.
The Company's unified communications and collaboration ("UCC")
solutions enable organizations to reimagine collaborative work
environments and help companies increase employee productivity,
improve customer service and reduce costs. With Avaya's UCC
solutions, organizations can provide their workers with a single
app for all-channel calling, messaging, meetings and team
collaboration with the same ease of use they receive from consumer
apps. Avaya embeds communications directly into the apps, browsers
and devices employees use every day giving them a more natural,
efficient and flexible way to connect, engage, respond and share -
where and how they want. During fiscal 2020, the Company expanded
its UCC portfolio to include cloud-based solutions.
The Company's
industry-leading digital contact center ("CC") solutions enable the
Company's clients to build a customized portfolio of applications,
driving stronger customer engagement and higher customer lifetime
value. Our reliable, secure and scalable communications solutions
include voice, email, chat, social media, video, performance
management and third-party integration that can improve customer
service and help companies compete more effectively. Like the UCC
business, the Company is evolving CC solutions for cloud deployment
and, in fiscal 2020, the Company expanded its CC portfolio to
include cloud-based solutions.
Avaya also focuses on ensuring an outstanding experience for mobile
callers by integrating transformative technologies, including
Artificial Intelligence, mobility, big data analytics and
cybersecurity into our CC solutions. As organizations use these
solutions to gain a deeper understanding of their customer needs,
we believe that their teams become more efficient and effective
and, as a result, their customer loyalty grows.
Services
Services consists of a portfolio of offerings to help customers
achieve better business outcomes, including global support
services, enterprise cloud and managed services and professional
services. We also classify customers who upgrade and acquire new
technology through the Company's subscription offerings as part of
our Services segment.
The Company's global support services provide offerings that help
businesses protect their technology investments and address the
risk of system outages. We help our customers gain a competitive
edge through proactive problem prevention, rapid resolution and
continual solution optimization. Most of our global support
services revenue is recurring in nature.
Enterprise cloud and managed services enable customers to take
advantage of our technology via the cloud, on-premise, or a hybrid
of both, depending on the solution and the needs of the customer.
Most of our enterprise cloud and managed services revenue is
recurring in nature and based on multi-year services
contracts.
The Company's professional services enable our customers to take
full advantage of their IT and communications solution investments
to drive measurable business results. Our experienced consultants
and engineers partner with customers along each step of the
solution lifecycle to deliver services that add value and drive
business transformation. Most of our professional services revenue
is one-time in nature.
Together, these comprehensive services enable clients to leverage
communications technology to help them maximize their business
results. Our global team of professionals delivers services from
initial planning and design, to seamless implementation and
integration, to ongoing managed operations, optimization, training
and support. We help our customers use communications to minimize
the risk of outages, enable employee productivity and deliver a
differentiated customer experience.
Our services teams also help our customers transition at their
desired pace to next generation communications technology
solutions, either via the cloud, on-premise, or a hybrid of both.
Customers can choose the levels of support for their communications
solutions best suited for their needs, which may include
deployment, training, monitoring, solution management optimization,
and more. Our systems and service team's performance monitoring can
quickly identify and address issues before they arise. Remote
diagnostics and resolutions focus on fixing existing problems and
avoiding potential issues in order to help our customers save time
and reduce the risk of an outage.
Factors and Trends Affecting Our Results of Operations
There are a number of trends and uncertainties affecting our
business. Most importantly, we are dependent on general economic
conditions, the willingness of our customers to invest in
technology and the manner in which they procure such technologies
and services.
Industry Trends
As a result of a growing market trend preferring cloud consumption,
more customers are exploring subscription and pay-per-use based
models, rather than capex models, for procuring technology. The
shift to subscription and pay-per-use models enables customers to
manage costs and efficiencies by paying a subscription or a per
minute or per message fee for business communications services
rather than purchasing the underlying products and services,
infrastructure and personnel, which are owned and managed by the
equipment vendor or a cloud and managed services provider. We
believe the market trend toward these flexible consumption models
will continue as we see an increasing number of opportunities and
requests for proposals based on subscription and pay-per-use
models. This trend has driven an increase in the proportion of
total Company revenues attributable to software and services. In
addition, we believe customers are moving away from owned and
operated infrastructure, preferring cloud offerings and virtualized
server defined networks, which reduce our associated maintenance
support opportunities. We continue to evolve into a software and
services business and focus our go-to-market efforts by introducing
new solutions and innovations, particularly on workflow automation,
multi-channel customer engagement and cloud-enabled communications
applications. The Company is focused on growing products and
services with a recurring revenue stream. Recurring revenue
includes products and services that are delivered pursuant to
multi-period contracts and include revenue from sales of its
software, global support services, enterprise cloud and managed
services and other cloud offerings.
Novel Coronavirus Disease ("COVID-19") Pandemic
Instability in the geopolitical environment of our customers,
instability in the global credit markets and other disruptions,
such as the COVID-19 pandemic, has put pressure on the global
economy causing uncertainties. The COVID-19 pandemic, and the
responses of governments worldwide to COVID-19, are having a
negative impact on regional, national and global economies, are
disrupting supply chains and reducing international trade and
business activity. The ultimate impact of the COVID-19 pandemic on
our business, financial performance and liquidity, including our
ability to execute our near-term and long-term business strategies
and initiatives in the expected time frame, will depend on future
developments, including the duration and severity of the pandemic,
as well as the severity of resurgences of the virus and related
government responses, all of which are uncertain and cannot be
predicted. Although the COVID-19 pandemic did not have a material
impact on the Company's revenue and gross margin during fiscal
2020, the Company did recognize a significant goodwill impairment
charge during fiscal 2020 as a result of the COVID-19 pandemic, as
described in more detail in the Financial Results Summary below. If
the pandemic continues to have a significant adverse effect on
regional, national and global economies, we may be required to
recognize additional impairments in the future. The ultimate impact
the COVID-19 pandemic will have on the Company's
future operating results, financial position and cash flows, as
well as the demand for the Company's products and services, is
uncertain and unpredictable and, as a result, current results and
financial condition discussed herein may not be indicative of
future operating results, financial condition and related trends.
For further discussion of the uncertainties and business risks
associated with the COVID-19 pandemic, refer to Part I, Item 1A
"Risk Factors" to this Annual Report on Form 10-K.
The health and safety of our employees has been our highest
priority throughout the COVID-19 pandemic, and we have implemented
several preventative and protective measures, including requiring,
to the extent possible, all employees to work remotely, and
cancelling conventions and conferences where social distancing
would not be possible. We have also implemented business continuity
plans and have continued to support our clients primarily by
providing our services remotely instead of onsite.
While the pandemic and related effect on the global economy have
not materially impacted the Company or its financial condition, the
Company has implemented cost containment and cash management
initiatives to mitigate any potential impact of the COVID-19
pandemic on its business and liquidity and will continue to
evaluate its financial position in light of future
developments.
We believe that the current macroeconomic environment has
accelerated a developing trend in the way people work, with more
employees working remotely, and believe this could increase demand
for certain products and services of the Company.
The Company has maintained its focus on profitability levels and
investing in future results and has implemented programs designed
to streamline its operations, generate cost savings and eliminate
overlapping processes and resources. The Company continues to
evaluate opportunities to streamline its operations and identify
cost savings globally in addition to those implemented in response
to the COVID-19 pandemic and may take additional restructuring
actions in the future. The costs of those actions could be
material.
Financial Results Summary
Fiscal year ended September 30, 2020 Results Compared with Fiscal
year ended September 30, 2019
The section below provides a comparative discussion of our
consolidated results of operations between fiscal 2020 and 2019.
See Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form
10-K for the fiscal year ended September 30, 2019 filed on
November 29, 2019 for comparative discussion of our consolidated
results of operations between fiscal 2019 and 2018
(combined).
The following table displays our consolidated net loss for the
periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal years ended September 30, |
(In millions) |
|
2020 |
|
2019 |
REVENUE |
|
|
|
|
Products |
|
$ |
1,073 |
|
|
$ |
1,222 |
|
Services |
|
1,800 |
|
|
1,665 |
|
|
|
2,873 |
|
|
2,887 |
|
COSTS |
|
|
|
|
Products: |
|
|
|
|
Costs |
|
405 |
|
|
442 |
|
Amortization of technology intangible assets |
|
174 |
|
|
174 |
|
Services |
|
714 |
|
|
696 |
|
|
|
1,293 |
|
|
1,312 |
|
GROSS PROFIT |
|
1,580 |
|
|
1,575 |
|
OPERATING EXPENSES |
|
|
|
|
Selling, general and administrative |
|
1,013 |
|
|
1,001 |
|
Research and development |
|
207 |
|
|
204 |
|
Amortization of intangible assets |
|
161 |
|
|
162 |
|
Impairment charges |
|
624 |
|
|
659 |
|
Restructuring charges, net |
|
30 |
|
|
22 |
|
|
|
2,035 |
|
|
2,048 |
|
OPERATING LOSS |
|
(455) |
|
|
(473) |
|
Interest expense |
|
(226) |
|
|
(237) |
|
Other income, net |
|
63 |
|
|
41 |
|
LOSS BEFORE INCOME TAXES |
|
(618) |
|
|
(669) |
|
Provision for income taxes |
|
(62) |
|
|
(2) |
|
NET LOSS |
|
$ |
(680) |
|
|
$ |
(671) |
|
The following table displays the impact of the fair value
adjustments resulting from the Company's application of fresh start
accounting upon emergence from bankruptcy, excluding those related
to the amortization of intangible assets, on the Company's
operating loss for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal years ended September 30, |
(In millions) |
|
2020 |
|
2019 |
REVENUE |
|
|
|
|
Products |
|
$ |
(1) |
|
|
$ |
(6) |
|
Services |
|
(5) |
|
|
(15) |
|
|
|
(6) |
|
|
(21) |
|
COSTS |
|
|
|
|
Products |
|
— |
|
|
5 |
|
Services |
|
1 |
|
|
11 |
|
|
|
1 |
|
|
16 |
|
GROSS PROFIT |
|
(7) |
|
|
(37) |
|
OPERATING EXPENSES |
|
|
|
|
Selling, general and administrative |
|
2 |
|
|
1 |
|
Research and development |
|
(1) |
|
|
(4) |
|
|
|
1 |
|
|
(3) |
|
OPERATING LOSS |
|
$ |
(6) |
|
|
$ |
(40) |
|
Revenue
Revenue for fiscal 2020 was $2,873 million compared to $2,887
million for fiscal 2019. The decrease was primarily driven by lower
demand for the Company's on-premise solutions, partially offset by
revenue from the Company's new subscription offerings and revenue
from the fulfillment of certain obligations related to a new
government contract.
The following table displays revenue and the percentage of revenue
to total sales by operating segment for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total Revenue |
|
Yr. to Yr. Percentage Change |
|
Yr. to Yr. Percentage Change, net of Foreign Currency
Impact |
|
|
Fiscal years ended September 30, |
|
Fiscal years ended September 30, |
|
|
(In millions) |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
Products & Solutions |
|
$ |
1,074 |
|
|
$ |
1,228 |
|
|
37 |
% |
|
43 |
% |
|
(13) |
% |
|
(12) |
% |
Services |
|
1,805 |
|
|
1,680 |
|
|
63 |
% |
|
58 |
% |
|
7 |
% |
|
8 |
% |
Unallocated amounts |
|
(6) |
|
|
(21) |
|
|
— |
% |
|
(1) |
% |
|
(1)
|
|
(1)
|
Total revenue |
|
$ |
2,873 |
|
|
$ |
2,887 |
|
|
100 |
% |
|
100 |
% |
|
— |
% |
|
— |
% |
(1)Not
meaningful
Products & Solutions revenue for fiscal 2020 was
$1,074 million compared to $1,228 million for fiscal 2019. The
decrease was primarily attributable to lower demand for the
Company's on-premise solutions, partially offset by revenue from
the fulfillment of certain obligations related to a new government
contract and higher demand for remote agent licenses for the
Company's contact center solutions as a result of the COVID-19
pandemic.
Services revenue for fiscal 2020 was $1,805 million compared
to $1,680 million for fiscal 2019. The increase was primarily
driven by revenue from the Company's new subscription offerings and
revenue from the fulfillment of certain obligations related to a
new government contract, partially offset by the planned declines
in hardware maintenance and software support services which
continue to face headwinds driven by lower new product sales over
the past several years.
Unallocated amounts for fiscal 2020 and 2019 represent the fair
value adjustment to deferred revenue recognized upon emergence from
bankruptcy which is excluded from segment revenue.
The following table displays revenue and the percentage of revenue
to total sales by location for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total Revenue |
Yr. to Yr. Percentage Change |
|
Yr. to Yr. Percentage Change, net of Foreign Currency
Impact |
|
|
Fiscal years ended September 30, |
|
Fiscal years ended September 30, |
|
|
(In millions) |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
U.S. |
|
$ |
1,640 |
|
|
$ |
1,553 |
|
|
57 |
% |
|
54 |
% |
|
6 |
% |
|
6 |
% |
International:
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe, Middle East and Africa |
|
714 |
|
|
753 |
|
|
25 |
% |
|
26 |
% |
|
(5) |
% |
|
(5) |
% |
Asia Pacific
|
|
296 |
|
|
327 |
|
|
10 |
% |
|
11 |
% |
|
(9) |
% |
|
(9) |
% |
Americas International - Canada and Latin America |
|
223 |
|
|
254 |
|
|
8 |
% |
|
9 |
% |
|
(12) |
% |
|
(10) |
% |
Total International |
|
1,233 |
|
|
1,334 |
|
|
43 |
% |
|
46 |
% |
|
(8) |
% |
|
(7) |
% |
Total revenue |
|
$ |
2,873 |
|
|
$ |
2,887 |
|
|
100 |
% |
|
100 |
% |
|
— |
% |
|
— |
% |
Revenue in the U.S. for fiscal 2020 was $1,640 million compared to
$1,553 million for fiscal 2019. Revenue from the Company's new
subscription offerings; revenue from the fulfillment of certain
obligations related to a new government contract; and higher demand
for remote agent licenses for the Company's contact center
solutions as a result of the COVID-19 pandemic were partially
offset by lower demand for the Company's on-premise solutions and
lower professional services revenue. Revenue in Europe, Middle East
and Africa ("EMEA") for fiscal 2020 was $714 million compared
to $753 million for fiscal 2019. The decrease in EMEA revenue was
primarily attributable to lower demand for the Company's on-premise
solutions, partially offset by higher professional services
revenue. Revenue in Asia Pacific ("APAC") for fiscal 2020 was
$296 million compared to $327 million for fiscal 2019. The
decrease in APAC revenue was primarily attributable to lower demand
for the Company's on-premise solutions. Revenue in Americas
International for fiscal 2020 was $223 million compared to
$254 million for fiscal 2019. The decrease in Americas
International was primarily attributable to lower demand for the
Company's on-premise solutions and the unfavorable impact of
foreign currency exchange rates.
Gross Profit
The following table sets forth gross profit and gross margin by
operating segment for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin |
|
Change |
|
|
Fiscal years ended September 30, |
|
Fiscal years ended September 30, |
|
Amount |
|
Percent |
(In millions) |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
Products & Solutions |
|
$ |
669 |
|
|
$ |
791 |
|
|
62.3 |
% |
|
64.4 |
% |
|
$ |
(122) |
|
|
(15) |
% |
Services |
|
1,092 |
|
|
996 |
|
|
60.5 |
% |
|
59.3 |
% |
|
96 |
|
|
10 |
% |
Unallocated amounts |
|
(181) |
|
|
(212) |
|
|
(1) |
|
|
(1) |
|
|
31 |
|
|
(1) |
|
Total |
|
$ |
1,580 |
|
|
$ |
1,575 |
|
|
55.0 |
% |
|
54.6 |
% |
|
$ |
5 |
|
|
— |
% |
(1)Not
meaningful
Gross profit for fiscal 2020 was $1,580 million compared to $1,575
million for fiscal 2019. The increase was primarily driven by
revenue growth from the Company's new subscription offerings,
partially offset by lower demand for the Company's on-premise UCC
solutions.
Products & Solutions gross profit for fiscal 2020 was $669
million compared to $791 million for fiscal 2019. Products &
Solutions gross margin decreased from 64.4% to 62.3% in fiscal 2020
mainly driven by less favorable product mix.
Services gross profit for fiscal 2020 was $1,092 million
compared to $996 million for fiscal 2019. Services gross margin
increased from 59.3% to 60.5% in fiscal 2020 mainly due to the
favorable impact of revenue from the Company's new subscription
offerings.
Unallocated amounts for fiscal 2020 and 2019 include the
amortization of technology intangibles; fair value adjustments
recognized upon emergence from bankruptcy and excluded from segment
gross profit; and costs that are not core to the measurement of
segment performance, but rather are controlled at the corporate
level.
Operating Expenses
The following table sets forth operating expenses and the
percentage of operating expenses to total revenue for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total Revenue |
|
Change |
|
|
Fiscal years ended September 30, |
|
Fiscal years ended September 30, |
|
Amount |
|
Percent |
(In millions) |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
Selling, general and administrative
|
|
$ |
1,013 |
|
|
$ |
1,001 |
|
|
35.3 |
% |
|
34.7 |
% |
|
$ |
12 |
|
|
1 |
% |
Research and development
|
|
207 |
|
|
204 |
|
|
7.2 |
% |
|
7.1 |
% |
|
3 |
|
|
1 |
% |
Amortization of intangible assets
|
|
161 |
|
|
162 |
|
|
5.6 |
% |
|
5.5 |
% |
|
(1) |
|
|
(1) |
% |
Impairment charges
|
|
624 |
|
|
659 |
|
|
21.7 |
% |
|
22.8 |
% |
|
(35) |
|
|
(5) |
|
Restructuring charges, net
|
|
30 |
|
|
22 |
|
|
1.0 |
% |
|
0.8 |
% |
|
8 |
|
|
36 |
% |
Total operating expenses
|
|
$ |
2,035 |
|
|
$ |
2,048 |
|
|
70.8 |
% |
|
70.9 |
% |
|
$ |
(13) |
|
|
(1) |
% |
Selling, general and administrative expenses for fiscal 2020 were
$1,013 million compared to $1,001 million for fiscal 2019. The
increase was primarily attributable to higher incentive
compensation; higher advisory fees associated with executing the
strategic partnership with RingCentral; and higher channel
compensation mainly driven by higher subscription revenue. The
increases were partially offset by lower travel costs as a result
of the COVID-19 pandemic; lower consulting costs; the favorable
impact of foreign currency exchange rates and lower
headcount-related costs.
Research and development expenses for fiscal 2020 were
$207 million compared to $204 million for fiscal 2019. The
increase was primarily attributable to higher incentive
compensation.
Amortization of intangible assets for fiscal 2020 was
$161 million compared to $162 million for fiscal
2019.
Impairment charges for fiscal 2020 were $624 million. During
fiscal 2020, the Company performed an interim impairment test of
its goodwill and indefinite-lived intangible assets due to (i) the
impact of the COVID-19 pandemic on the macroeconomic environment
which led to revisions to the Company's long-term forecast during
the second quarter of fiscal 2020 and (ii) the sustained decrease
in the Company's stock price since the advent of the pandemic which
was caused by the resulting volatility in the financial markets.
The results of the Company's interim goodwill impairment test as of
March 31, 2020 indicated that the estimated fair value of the
Company's Services reporting unit exceeded its carrying amount. The
carrying amount of the Company's Products & Solutions reporting
unit exceeded its estimated fair value primarily due to a reduction
in the Company's
long-term forecast to reflect increased risk from higher market
uncertainty and the accelerated reduction of product sales related
to the Company's historical on-premise perpetual licenses. The
Company anticipates a continued shift and acceleration of customers
upgrading and acquiring new technology innovation through the
utilization of the Company's subscription offering, which is
included in the Services reporting unit. As a result, the Company
recorded a goodwill impairment charge of $624 million to write down
the full carrying amount of the Products & Solutions goodwill.
The results of the indefinite-lived intangible asset impairment
test as of March 31, 2020 indicated that no impairment
existed. The Company also performed its annual impairment test for
goodwill and indefinite-lived intangible assets as of July 1, 2020
and determined no impairment existed. The Company determined that
no events occurred or circumstances changed during the three months
ended September 30, 2020 that would indicate that it is more likely
than not that its goodwill or indefinite-lived intangible asset was
impaired. The Company's long-term forecast includes significant
estimates and assumptions, including management's estimate of the
potential impact of the COVID-19 pandemic on the Company's
operating results. Due to the uncertainty surrounding the impact of
the COVID-19 pandemic on the macroeconomic environment and, more
specifically, the Company's future operating results, it is
reasonably possible that the pandemic could have a more adverse
impact than what is currently contemplated by the Company's
long-term forecast. To the extent that business conditions
deteriorate or if changes in key assumptions and estimates differ
significantly from management's expectations, it may be necessary
to record additional impairment charges in the future.
Impairment charges for fiscal 2019 were $659 million. During fiscal
2019, the Company performed an interim impairment test of its
goodwill and indefinite-lived intangible assets due to a sustained
decrease in the Company’s stock price and lower than planned
financial results which led to revisions to the Company's long-term
forecast during the third quarter. The results of the Company’s
interim goodwill impairment test as of June 30, 2019 indicated
that the carrying amount of the Company’s Contact Center (“CC”)
reporting unit, which was subsequently aggregated into the Products
& Solutions reporting unit on October 1, 2019, exceeded its
estimated fair value primarily due to a reduction in the Company's
long-term forecast. As a result, the Company recorded a goodwill
impairment charge of $657 million, representing the amount by which
the carrying amount of the CC reporting unit exceeded its fair
value. During fiscal 2019, the Company also elected to abandon an
in-process research and development project that no longer aligned
with the Company's technology roadmap. As a result, the Company
recorded an impairment charge of $2 million to write down the full
carrying amount of the acquired in-process research and development
project.
Restructuring charges, net, for fiscal 2020 were $30 million
compared to $22 million for fiscal 2019. Restructuring charges
during fiscal 2020 consisted of $24 million for facility exit
costs primarily in the U.S. and $6 million for employee
severance actions in EMEA. Restructuring charges during fiscal 2019
included employee separation costs of $19 million primarily
associated with employee severance actions in the U.S., EMEA and
Canada and lease obligations of $3 million primarily in the
U.S.
Operating loss
Operating loss for fiscal 2020 was $455 million compared to
$473 million for fiscal 2019. Our operating results for fiscal 2020
as compared to fiscal 2019 reflect, among other things, the
following items which are described in more detail
above:
•higher
gross profit for fiscal 2020; and
•lower
impairment charges during fiscal 2020; offset by
•higher
selling, general and administrative expenses in fiscal 2020;
and
•higher
restructuring charges for fiscal 2020
Interest Expense
Interest expense for fiscal 2020 was $226 million compared to
$237 million for fiscal 2019. The decrease was mainly driven by
lower average principal amounts outstanding during fiscal 2020 and
lower average interest rates, partially offset by $9 million of new
debt issuance costs and underwriting discounts related to the
Company's fiscal 2020 debt transactions described in the "Liquidity
and Capital Resources" section below and a $7 million partial
write-off of the original underwriting discount on the Term Loan
Credit Agreement due to the prepayments.
Other Income, Net
Other income, net for fiscal 2020 was $63 million as compared
to $41 million for fiscal 2019. Other income, net for fiscal 2020
consisted of gains of $59 million from the sale of shares of
RingCentral common stock, which were received by the Company upon
entry into the strategic partnership in October 2019; other pension
and post-retirement benefit credits of $22 million; interest
income of $6 million; and sublease income of $5 million,
partially offset by net foreign currency losses of
$16 million; an impairment of an investment in debt securities
of $10 million, as a result of the decline in the
macroeconomic environment due to the COVID-19 pandemic and a
decline in the expected operating results and cash flows for the
investment company; and an increase in the fair value of the
Emergence Date Warrants of $3 million. Other income, net for
fiscal 2019 consisted of a decrease in the fair value of the
Emergence Date Warrants of $29 million; interest income of $14
million; and other pension and
post-retirement benefit credits of $7 million, partially offset by
net foreign currency losses of $8 million and other, net of $1
million.
Provision for Income Taxes
The provision for income taxes was $62 million for fiscal 2020
compared to $2 million for fiscal 2019.
The Company's effective income tax rate for fiscal 2020 differed
from the U.S. federal tax rate primarily due to: (1) income and
losses taxed at different foreign tax rates, (2) deferred taxes
(including losses) generated for which no benefit was recorded
because it is more likely than not that the tax benefits would not
be realized, (3) U.S. state and local income taxes, (4) the impact
of the Tax Cuts and Jobs Act (the "Act") and associated
regulations, (5) the goodwill impairment charges recorded in fiscal
2020, and (6) foreign tax credits.
The Company’s effective income tax rate for fiscal 2019 differed
from the U.S. federal tax rate primarily due to: (1) income
and losses taxed at different foreign tax rates, (2) losses
generated within certain foreign jurisdictions for which no benefit
was recorded because it is more likely than not that the tax
benefits would not be realized, (3) non-U.S. withholding taxes on
foreign earnings, (4) current period changes to unrecognized tax
positions, (5) U.S. state and local income taxes, (6) the impact of
the Tax Cuts and Jobs Act (the "Act"), (7) the goodwill impairment
charges recorded in fiscal 2019, (8) current period elections taken
in submitted tax filings, and (9) foreign tax credits.
Net Loss
Net loss was $680 million for fiscal 2020 compared to $671
million for fiscal 2019 as a result of the items discussed
above.
Liquidity and Capital Resources
We expect our existing cash balance, cash generated by operations
and borrowings available under our ABL Credit Agreement to be our
primary sources of short-term liquidity. Our ability to meet our
cash requirements will depend on our ability to generate cash in
the future, which is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are
beyond our control. Based on our current level of operations, as
well as our current estimates of the impact that the COVID-19
pandemic will have on our business and cash flow, we believe these
sources will be adequate to meet our liquidity needs for at least
the next twelve months.
Cash Flow Activity
The following table provides a summary of the statements of cash
flows for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal years ended September 30, |
(In millions) |
|
2020 |
|
2019 |
Net cash provided by (used for): |
|
|
|
|
Operating activities |
|
$ |
147 |
|
|
$ |
241 |
|
Investing activities |
|
314 |
|
|
(124) |
|
Financing activities |
|
(489) |
|
|
(61) |
|
Effect of exchange rate changes on cash, cash equivalents, and
restricted cash |
|
3 |
|
|
(4) |
|
Net (decrease) increase in cash, cash equivalents, and restricted
cash |
|
(25) |
|
|
52 |
|
Cash, cash equivalents, and restricted cash at beginning of
period |
|
756 |
|
|
704 |
|
Cash, cash equivalents, and restricted cash at end of
period |
|
$ |
731 |
|
|
$ |
756 |
|
Operating Activities
Cash provided by operating activities for fiscal 2020 and 2019 was
$147 million and $241 million, respectively. The decrease was
primarily due to higher advisory fees associated with executing the
strategic partnership with RingCentral; higher income tax payments;
third-party debt modification fees associated with the fiscal 2020
debt transactions described below; and the timing of vendor and
customer payments, partially offset by lower contributions to the
Company's pension and post-retirement benefit plans; lower
severance payments under the Company's restructuring programs; and
lower interest payments.
Investing Activities
Cash provided by investing activities for fiscal 2020 was $314
million compared to cash used for investing activities of $124
million for fiscal 2019. The change was primarily due to proceeds
received from the sale of shares of RingCentral common stock during
fiscal 2020, which were received by the Company upon entry into the
strategic partnership in October 2019, and lower capital
expenditures for facility improvements and IT-related
projects.
Financing Activities
Cash used for financing activities for fiscal 2020 and 2019 was
$489 million and $61 million, respectively.
Cash used for financing activities for fiscal 2020
included:
•repayment
of the Term Loan Credit Agreement of $1,643 million as part of the
refinancing described below less proceeds received in the
refinancing of $1,627 million;
•principal
prepayments under the Term Loan Credit Agreement of $1,231 million,
consisting of a repayment of $250 million in November 2019 and $981
million in September 2020 with proceeds from the senior notes
issuance discussed below;
•repurchases
of shares of common stock under the Company's share repurchase
program of $330 million;
•debt
issuance costs of $14 million related to the Company's new senior
notes which are described below;
•repayments
in connection with financing leases of $10 million;
•payment
of acquisition-related contingent consideration of $5 million;
and
•other
financing activities, net of $7 million; partially offset
by
•proceeds
from the issuance of the Company's new senior notes of $1,000
million described below;
•proceeds
from the issuance of Series A Preferred Stock to RingCentral upon
entry into the strategic partnership in October 2019, net of
issuance costs, of $121 million; and
•proceeds
from the Company's Employee Stock Purchase Plan of $3
million.
Cash used for financing activities for fiscal 2019
included:
•scheduled
debt repayments under the Term Loan Credit Agreement of $29
million;
•repayments
in connection with financing leases of $14 million;
•payment
of acquisition-related contingent consideration of $9 million;
and
•other
financing activities, net of $9 million.
Senior Notes Issuance
On September 25, 2020, the Company issued $1,000 million in
aggregate principal amount of its Senior 6.125% First Lien Notes
(the “Senior Notes”). The Senior Notes were issued under an
indenture, among the Company, the Company's subsidiaries that
guaranteed the Senior Notes on the issuance date and Wilmington
Trust, National Association, as trustee and notes collateral agent.
The Senior Notes mature on September 15, 2028. The Company
used the net proceeds from the issuance of the Senior Notes after
debt issuance costs to prepay $981 million in principal amount of
certain first lien term loans under its Term Loan Credit
Agreement.
Term Loan Credit Agreement Refinancing
On September 25, 2020, the Company amended the Term Loan Credit
Agreement, pursuant to which the maturity of $800 million in
principal amount of the first lien term loans outstanding under the
Term Loan Credit Agreement was extended from December 2024 to
December 2027. The amendment also made certain other changes to the
Term Loan Credit Agreement, including with respect to the change of
control provisions.
ABL Credit Agreement Refinancing
On September 25, 2020, the Company also amended its ABL Credit
Agreement to, among other things, extend its maturity to September
25, 2025, subject to customary adjustments to the extent certain of
the Company's indebtedness matures prior to such date.
The total commitments under the ABL Credit Agreement were also
reduced from $300 million to $200 million, subject to borrowing
base availability.
As of September 30, 2020, the Company was in compliance with
all covenants and other requirements under its debt
agreements.
See Note 11, "Financing Arrangements," and Note
12, "Derivative Instruments and Hedging Activities," to our
Consolidated Financial Statements for further details about our
financing arrangements and hedging activities, including summaries
of the material provisions of the Company's Term Loan Credit
Agreement, ABL Credit Agreement, Senior Notes, Convertible Notes
and interest rate swap agreements.
Contractual Obligations and Sources of Liquidity
Contractual Obligations
The following table summarizes the Company's contractual
obligations as of September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period |
(In millions) |
|
Total |
|
Less than
1 year |
|
1-3
years |
|
3-5
years |
|
More than
5 years |
Total debt(1)
|
|
$ |
2,993 |
|
|
$ |
— |
|
|
$ |
350 |
|
|
$ |
843 |
|
|
$ |
1,800 |
|
Interest payments due on debt(2)
|
|
1,169 |
|
|
190 |
|
|
385 |
|
|
312 |
|
|
282 |
|
Purchase obligations with contract manufacturers and product
suppliers(3)
|
|
87 |
|
|
87 |
|
|
— |
|
|
— |
|
|
— |
|
Other purchase obligations(4)
|
|
525 |
|
|
444 |
|
|
54 |
|
|
27 |
|
|
— |
|
Operating lease obligations(5)
|
|
204 |
|
|
58 |
|
|
85 |
|
|
39 |
|
|
22 |
|
Finance lease obligations
(6)
|
|
18 |
|
|
9 |
|
|
7 |
|
|
2 |
|
|
— |
|
Pension benefit obligations(7)
|
|
604 |
|
|
53 |
|
|
107 |
|
|
96 |
|
|
348 |
|
Total |
|
$ |
5,600 |
|
|
$ |
841 |
|
|
$ |
988 |
|
|
$ |
1,319 |
|
|
$ |
2,452 |
|
(1)Represents
principal payments only.
(2)The
interest payments due on debt give effect to the impact of the
Company's interest rate swap agreements. The interest payments for
the unhedged portion of the Company's Term Loan Credit Agreement
were calculated by applying an applicable margin to a projected
LIBOR rate. The interest payments for the Company's 6.125% senior
notes and its 2.25% convertible senior notes were based on their
contractual coupon rates. An estimated unused facility fee was
calculated for the ABL Credit Agreement using the contract
rate.
(3)During
the normal course of business, in order to manage manufacturing
lead times and to help assure adequate component supply, the
Company enters into agreements with contract manufacturers and
product suppliers that allow them to produce and procure inventory
based upon forecasted requirements. If the Company does not meet
the specified minimum purchase commitments under these agreements,
it could be required to purchase the inventory.
(4)Other
purchase obligations represent an estimate of contractual
obligations in the ordinary course of business, other than
commitments with contract manufacturers and product suppliers, for
which the Company had not received the goods or services as of
September 30, 2020. Although contractual obligations are
considered enforceable and legally binding, the terms generally
allow the Company to cancel, reschedule and adjust its requirements
based on the Company's business needs prior to the delivery of
goods or performance of services.
(5)Operating
lease obligations represent the undiscounted future minimum lease
payments for the Company's operating leases.
(6)Finance
lease obligations represent the undiscounted future minimum lease
payments for the Company's finance leases.
(7)The
Company sponsors non-contributory defined pension and
post-retirement plans covering certain employees and retirees. The
Company's general funding policy with respect to qualified pension
plans is to contribute amounts at least sufficient to satisfy the
minimum amount required by applicable law and regulations, or to
directly pay benefits where appropriate. Most post-retirement
medical benefits are not pre-funded. Consequently, the Company
makes payments as these retiree medical benefits are disbursed. The
amounts presented represent estimated minimum funding requirements
for the Company's defined pension plans through fiscal 2030 and
estimated payments for medical benefits under the Company's
post-retirement plans.
As of September 30, 2020, the Company's unrecognized tax
benefits ("UTBs") associated with uncertain tax positions were
$140 million and interest and penalties related to these
amounts were an additional $25 million. The UTBs and related
interest and penalties are not reflected in the table above due to
the uncertainty of the timing of payments.
Future Cash Requirements
Our primary future cash requirements will be to fund operations,
debt service, capital expenditures, benefit obligations and
restructuring payments. In addition, we may use cash in the future
to make strategic acquisitions.
Specifically, we expect our primary cash requirements for fiscal
2021 to be as follows:
•Debt
service—We
expect to make payments of approximately $190 million during fiscal
2021 in interest associated with the Term Loan Credit Agreement,
Senior Notes and Convertible Notes, and interest and fees
associated with our ABL Credit Agreement. In the ordinary course of
business, we may from time to time borrow and repay amounts under
our ABL Credit Agreement.
•Capital
expenditures—We
expect to spend approximately $95 million to $105 million for
capital expenditures during fiscal 2021.
•Benefit
obligations—We
estimate we will make payments under our pension and
post-retirement benefit obligations of approximately
$53 million during fiscal 2021. These payments include
$18 million to satisfy the minimum statutory funding
requirements of our U.S. qualified pension plans; $24 million
for our non-U.S. benefit plans, which are predominantly not
pre-funded; and $11 million for salaried and represented
retiree post-retirement benefits. See discussion in Note 15,
"Benefit Obligations," to our Consolidated Financial Statements for
further details.
•Restructuring
payments—We
expect to make payments of approximately $25 million to $30
million during fiscal 2021 for employee separation costs and lease
termination obligations associated with restructuring actions. The
Company continues to evaluate opportunities to streamline its
operations and identify additional cost savings
globally.
In addition to the matters identified above, in the ordinary course
of business, the Company is involved in litigation, claims,
government inquiries, investigations and proceedings relating to
intellectual property, commercial, employment, environmental and
regulatory matters, which may require us to make cash payments.
These and other legal matters could have a material adverse effect
on the manner in which the Company does business and the Company's
financial position, results of operations, cash flows and
liquidity.
We and our subsidiaries and affiliates may from time to time
seek to retire or purchase our outstanding equity (common stock and
warrants) and/or debt (including our Term Loans, Senior Notes and
Convertible Notes) through cash purchases and/or exchanges, in
open market purchases, privately negotiated transactions, tender
offers, redemptions or otherwise. Such repurchases or
exchanges, if any, will depend on prevailing market conditions,
liquidity requirements, contractual restrictions and other
factors.
Future Sources of Liquidity
We expect our cash balance, cash generated by operations and
borrowings available under our ABL Credit Agreement to be our
primary sources of short-term liquidity.
As of September 30, 2020 and 2019, our cash and cash
equivalent balances held outside the U.S. were $227 million and
$176 million, respectively. As of September 30, 2020, the
Company’s cash and cash equivalents held outside the U.S. are not
expected to be needed to be repatriated to fund the Company’s
operations in the U.S. based on our expected future sources of
liquidity.
Under the terms of the ABL Credit Agreement, the Company can issue
letters of credit up to $150 million. At September 30, 2020,
the Company had issued and outstanding letters of credit and
guarantees of $41 million under the ABL Credit Agreement and had no
borrowings outstanding under the ABL Credit Agreement. The
aggregate additional principal amount that may be borrowed under
the ABL Credit Agreement, based on the borrowing base less
$41 million of outstanding letters of credit and guarantees,
was $153 million at September 30, 2020.
We believe that our existing cash and cash equivalents of $727
million as of September 30, 2020, expected future cash
provided by operating activities and borrowings available under the
ABL Credit Agreement will be sufficient to meet our future cash
requirements for at least the next twelve months. Our ability to
meet these requirements will depend on our ability to generate cash
in the future, which is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are
beyond our control. We also believe that our financial resources,
along with appropriate management of discretionary expenses, will
allow us to manage the anticipated impact of COVID-19 on our
business operations, and specifically our liquidity, for the
foreseeable future. However, the challenges posed by COVID-19 on
our business constantly and rapidly evolve and could result in the
need for additional liquidity. Consequently, we will continue to
evaluate our financial position in light of future
developments.
Off-Balance Sheet Arrangements
See discussion in Note 22, "Commitments and Contingencies," to our
Consolidated Financial Statements for further details.
Debt Ratings
Our ability to obtain additional external financing and the related
cost of borrowing may be affected by our ratings, which are
periodically reviewed by the major credit rating agencies. The
ratings are subject to change or withdrawal at any time by the
respective credit rating agencies.
As of September 30, 2020, the Company's debt ratings were as
follows:
•Moody’s
Investors Service issued a corporate family rating of "B2" with a
stable outlook and a rating of "B2" applicable to the Senior Notes
and the Term Loan Credit Agreement;
•Standard
and Poor's issued a definitive corporate credit rating of "B" with
a stable outlook and a rating of "B" applicable to the Senior Notes
and the Term Loan Credit Agreement; and
•Fitch
Ratings Inc. issued a Long-Term Issuer Default Rating of "B" with a
stable outlook and a rating of "BB-" applicable to the Senior Notes
and the Term Loan Credit Agreement.
EBITDA and Adjusted EBITDA
We present below the Company's EBITDA and Adjusted EBITDA, each of
which is a non-GAAP Measure.
EBITDA is defined as net loss before income taxes, interest
expense, interest income and depreciation and amortization and
excludes the results of discontinued operations. EBITDA provides us
with a measure of operating performance that excludes certain
non-operating and/or non-cash expenses, which can differ
significantly from company to company depending on capital
structure, the tax jurisdictions in which companies operate and
capital investments.
Adjusted EBITDA is EBITDA as further adjusted by the items noted in
the reconciliation table below. We believe Adjusted EBITDA provides
a measure of our financial performance based on operational factors
that management can impact in the short-term, such as our pricing
strategies, volume, costs and expenses of the organization, and
therefore presents our financial performance in a way that can be
more easily compared to prior quarters or fiscal years. In
addition, Adjusted EBITDA serves as a basis for determining certain
management and employee compensation. We also present EBITDA and
Adjusted EBITDA because we believe analysts and investors utilize
these measures in analyzing our results. Under the Company's debt
agreements, the ability to engage in activities such as incurring
additional indebtedness, making investments and paying dividends is
tied in part to ratios based on a measure of Adjusted
EBITDA.
EBITDA and Adjusted EBITDA have limitations as analytical tools.
EBITDA measures do not represent net loss or cash flow from
operations as those terms are defined by GAAP and do not
necessarily indicate whether cash flows will be sufficient to fund
cash needs. While EBITDA measures are frequently used as measures
of operations and the ability to meet debt service requirements,
these terms are not necessarily comparable to other similarly
titled captions of other companies due to the potential
inconsistencies in the method of calculation. Further, Adjusted
EBITDA excludes the impact of earnings or charges resulting from
matters that we consider not to be indicative of our ongoing
operations that still affect our net income. In particular, our
formulation of Adjusted EBITDA adjusts for certain amounts that are
included in calculating net loss as set forth in the following
table including, but not limited to, restructuring charges,
impairment charges, resolution of certain legal matters and a
portion of our pension costs and post-retirement benefits costs,
which represents the amortization of pension service costs and
actuarial gain (loss) associated with these benefits. However,
these are expenses that may recur, may vary and/or may be difficult
to predict.
The unaudited reconciliation of net loss, which is a GAAP measure,
to EBITDA and Adjusted EBITDA, which are non-GAAP measures, is
presented below for the periods indicated:
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Fiscal years ended September 30, |
(In millions) |
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|
|
2020 |
|
2019 |
Net loss |
|
|
|
$ |
(680) |
|
|
$ |
(671) |
|
Interest expense |
|
|
|
226 |
|
|
237 |
|
Interest income |
|
|
|
(6) |
|
|
(14) |
|
Provision for income taxes |
|
|
|
62 |
|
|
2 |
|
Depreciation and amortization |
|
|
|
423 |
|
|
443 |
|
EBITDA |
|
|
|
25 |
|
|
(3) |
|
Impact of fresh start accounting adjustments |
|
(a) |
|
1 |
|
|
5 |
|
Restructuring charges |
|
(b) |
|
20 |
|
|
22 |
|
Advisory fees |
|
(c) |
|
40 |
|
|
11 |
|
Acquisition-related costs |
|
|
|
— |
|
|
9 |
|
Share-based compensation |
|
|
|
30 |
|
|
25 |
|
Impairment charges |
|
|
|
624 |
|
|
659 |
|
Change in fair value of Emergence Date Warrants |
|
|
|
3 |
|
|
(29) |
|
Loss on foreign currency transactions |
|
|
|
16 |
|
|
8 |
|
Gain on investments in equity and debt securities, net |
|
(d) |
|
(49) |
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|
(1) |
|
Adjusted EBITDA |
|
|
|
$ |
710 |
|
|
$ |
706 |
|
(a)The
impact of fresh start accounting adjustments in connection with the
Company's emergence from bankruptcy.
(b)Restructuring
charges represent employee separation costs and facility exit costs
(excluding the impact of accelerated depreciation expense) related
to the Company's restructuring programs, net of sublease
income.
(c)Advisory
fees represent costs incurred to assist in the assessment of
strategic and financial alternatives to improve the Company's
capital structure.
(d)Realized
and unrealized gains on investments in equity securities, net of
impairment of investments in debt securities.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in
conformity with GAAP requires the Company's management to make
judgments, assumptions and estimates that affect the reported
amounts of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements, and
revenue and expenses during the periods reported. Management bases
its estimates on historical experience and on various other
assumptions it believes to be reasonable under the circumstances.
Actual results may differ from these estimates and such differences
may be material. Note 2, "Summary of Significant Accounting
Policies," to our Consolidated Financial Statements included in
Part II, Item 8 of this Annual Report on Form 10-K describes the
significant accounting policies and methods used in the preparation
of the Company's Consolidated Financial Statements. The accounting
policies and estimates below have been identified by the Company's
management as those that are most critical to our financial
statements as they require management to make significant judgments
and estimates about inherently uncertain matters.
Revenue Recognition
The Company derives revenue primarily from the sale of products and
services for communications systems and applications. The Company
sells directly through its worldwide sales force and indirectly
through its global network of channel partners, including
distributors, service providers, dealers, value-added resellers,
systems integrators and business partners that provide sales and
services support. The Company’s critical revenue recognition
estimate is the variable consideration included in the total
transaction price for a customer contract.
The total transaction price for each customer contract represents
the total consideration specified in the contract, including
variable consideration such as sales incentives and other
discounts. Judgment is required in estimating variable
consideration, which typically reduces the total transaction price
due to the nature of the elements to which variable consideration
relates. The Company’s variable consideration estimates mainly
consist of reserves for contractual stock rotation rights to
channel partners to support the management of inventory; future
credits and sales incentives to distributors and other channel
partners based on our contractual arrangements; and reserves for
estimated sales returns based on a customer’s right of return.
Estimates of variable consideration reflect the Company’s
historical experience, current contractual requirements, specific
known market events and trends, industry data and forecasted
customer buying patterns. When estimating returns, the Company
considers customary inventory levels held by third-party
distributors. The Company’s variable consideration estimates are
recorded as a reduction of revenue at the time of sale and
depending on the facts and circumstances, a change in variable
consideration estimate will either be accounted for at the contract
level or using the portfolio method.
Goodwill and Indefinite-lived Intangible Assets
Goodwill and indefinite-lived intangible assets are not amortized
but are subject to annual testing for impairment each July 1st, or
more frequently if events occur or circumstances change that would
more likely than not reduce the fair value of goodwill or an
indefinite-lived intangible asset below its carrying amount. The
Company's goodwill was primarily recorded upon emergence from
bankruptcy as a result of applying fresh start
accounting.
Goodwill is tested for impairment at the reporting unit level. The
impairment test for goodwill consists of a comparison of the fair
value of a reporting unit with its carrying value, including the
goodwill allocated to that reporting unit. If the carrying value of
a reporting unit exceeds its fair value, the Company will recognize
an impairment loss equal to the amount of the excess, limited to
the amount of goodwill allocated to that reporting unit.
Application of the impairment test requires estimates and judgement
when determining the fair value of each reporting unit. In
performing the goodwill impairment test, the Company estimates the
fair value of each reporting unit using a weighting of fair values
derived from an income approach and a market approach.
Under the income approach, the fair value of a reporting unit is
estimated using a discounted cash flows model. Future cash flows
are based on forward-looking information regarding revenue and
costs for each reporting unit and are discounted using an
appropriate discount rate. The discounted cash flows model relies
on assumptions regarding revenue growth rates, projected gross
profit, working capital needs, selling, general and administrative
expenses, research and development expenses, business restructuring
costs, capital expenditures, income tax rates, discount rates and
terminal growth rates. The discount rates the Company uses
represent the estimated weighted average cost of capital, which
reflects the overall level of inherent risk involved in its
reporting unit operations and the rate of return an outside
investor would expect to earn. To estimate cash flows beyond the
final year of its model, the Company uses a terminal value
approach. Under this approach, the Company applies a perpetuity
growth assumption to determine the terminal value. The Company
incorporates the present value of the resulting terminal value into
its estimate of fair value. Forecasted cash flows for each
reporting unit consider current economic conditions and trends,
estimated future operating results, the Company's view of growth
rates and anticipated future economic conditions. Revenue growth
rates inherent in the forecasts are based on input from internal
and external market intelligence research sources that compare
factors such as growth in global economies, regional trends in the
telecommunications industry and product evolution. Macroeconomic
factors such as changes in economies, product evolution, industry
consolidation and other changes beyond the Company's control could
have a positive or negative impact on achieving its
targets.
The market approach estimates the fair value of a reporting unit by
applying multiples of operating performance measures to the
reporting unit's operating performance (the "Guideline Public
Company Method"). These multiples are derived from comparable
publicly-traded companies with similar investment characteristics
to the reporting unit. The key estimates and assumptions that are
used to determine the fair value under the market approach include
current and projected 12-month operating performance results, as
applicable, and the selection of the relevant multiples that are
applied.
Changes in these estimates and assumptions could materially affect
the determination of fair value and the goodwill impairment test
result for each reporting unit.
During the second quarter of fiscal 2020, the Company concluded
that a triggering event occurred for both of its reporting units
due to (i) the impact of the COVID-19 pandemic on the macroeconomic
environment which led to revisions to the Company's long-term
forecast during the second quarter of fiscal 2020 and (ii) the
sustained decrease in the Company's stock price since the advent of
the pandemic which was caused by the resulting volatility in the
financial markets. As a result, the Company performed an interim
quantitative goodwill impairment test as of March 31, 2020 to
compare the fair values of its reporting units to their respective
carrying amounts, including the goodwill allocated to each
reporting unit. The results of the Company's interim goodwill
impairment test as of March 31, 2020 indicated that the
estimated fair value of the Company's Services reporting unit
exceeded its carrying amount. The carrying amount of the Company's
Products & Solutions reporting unit exceeded its estimated fair
value primarily due to a reduction in the Company's long-term
forecast to reflect increased risk from higher market uncertainty
and the accelerated reduction of product sales related to the
Company's historical on-premises perpetual licenses. The Company
anticipates a continued shift and acceleration of customers
upgrading and acquiring new technology innovation through the
utilization of the Company's subscription offering, which is
included in the Services reporting unit. As a result, the Company
recorded a goodwill impairment charge of $624 million to write down
the full carrying amount of the Products & Solutions goodwill
in the Impairment charges line item in the Consolidated Statements
of Operations.
The Company performed its annual goodwill impairment test as of
July 1, 2020. As permitted under FASB ASC Topic 350,
"Intangibles-Goodwill and Other" ("ASC 350"), the Company performed
a qualitative goodwill impairment assessment to determine whether
it was more likely than not that the fair value of its Services
reporting unit was less than its carrying amount, including
goodwill. After assessing all relevant qualitative factors, the
Company determined that it was more likely than not that the fair
value of the reporting unit exceeded its carrying amount and a
quantitative goodwill impairment test was not
necessary.
The impairment test of the Company’s indefinite-lived intangible
asset, the Avaya Trade Name, consists of a comparison of the
estimated fair value of the asset with its carrying value. The fair
value of the Avaya Trade Name is estimated using the
relief-from-royalty model, a form of the income approach. Under
this methodology, the fair value of the trade name is estimated by
applying a royalty rate to forecasted net revenues which is then
discounted using a risk-adjusted rate of return on capital. Revenue
growth rates inherent in the forecast are based on input from
internal and external market intelligence research sources that
compare factors such as growth in global economies, regional trends
in the telecommunications industry and product evolution. The
royalty rate is determined using a set of observed market royalty
rates.
As a result of the triggering event described above, the Company
also performed an interim quantitative impairment test for its
indefinite-lived intangible asset, the Avaya Trade Name, as of
March 31, 2020, which indicated no impairment existed. As of
July 1, 2020, the Company performed its annual impairment test
of the Avaya Trade Name and determined that its estimated fair
value exceeded its carrying amount by 14% and no impairment
existed. An increase in the discount rate of 120 basis points or a
decrease in the long-term revenue growth rate of 340 basis points
would have resulted in an estimated fair value of the trade name
below its carrying value.
The Company's long-term forecast includes significant estimates and
assumptions, including management's estimate of the potential
impact of the COVID-19 pandemic on the Company's operating results.
Due to the uncertainty surrounding the impact of the COVID-19
pandemic on the macroeconomic environment and, more specifically,
on the Company's future operating results, it is reasonably
possible that the pandemic could have a more adverse impact than
what is currently contemplated by the Company's long-term
forecast.
The Company determined that no events occurred or circumstances
changed during the three months ended September 30, 2020 that would
indicate that it is more likely than not that its goodwill or
indefinite-lived intangible asset were impaired. To the extent that
business conditions deteriorate or if changes in key assumptions
and estimates differ significantly from management's expectations,
it may be necessary to record additional impairment charges in the
future.
Income Taxes
Income taxes are accounted for under the asset and liability
method. Under this method, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable
to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases,
operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using enacted tax rates in effect for
the year in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
the Consolidated Statements of Operations in the period that
includes the enactment date. A valuation allowance is recorded to
reduce the carrying amounts of deferred tax assets if it is more
likely than not that such assets will not be realized.
Additionally, the accounting for income taxes requires the Company
to evaluate and make an assertion as to whether undistributed
foreign earnings will be indefinitely reinvested or
repatriated.
FASB ASC subtopic 740-10, "Income Taxes-Overall" ("ASC 740-10")
prescribes a comprehensive model for the financial statement
recognition, measurement, classification and disclosure of
uncertain tax positions. ASC 740-10 contains a two-step approach to
recognizing and measuring uncertain tax positions. The first step
is to evaluate the tax position for recognition by determining if
the weight of available evidence indicates that it is more likely
than not that the position will be sustained on audit based on the
technical merits of the position. The second step is to measure the
tax benefit as the largest amount that is more than 50% likely of
being realized upon settlement.
Significant judgment is required in evaluating uncertain tax
positions and determining the provision for income taxes. Although
the Company believes its reserves are reasonable, no assurance can
be given that the final tax outcome of these matters will not be
different from that which is reflected in the historical income tax
provision and accruals. The Company adjusts its estimated liability
for uncertain tax positions periodically due to new information
discovered from ongoing examinations by, and settlements with,
various taxing authorities, as well as changes in tax laws,
regulations and interpretations. The Company’s policy is to
recognize, when applicable, interest and penalties on uncertain tax
positions as part of income tax expense.
As part of the Company’s accounting for business combinations, some
of the purchase price is allocated to goodwill and intangible
assets. Impairment expenses associated with goodwill are generally
not tax deductible and will result in an increased effective income
tax rate in the fiscal period any impairment is recorded. The
income tax benefit from future releases of the acquisition date
valuation allowances or income tax contingencies, if any, are
reflected in the income tax provision in the Consolidated
Statements of Operations, rather than as an adjustment to the
purchase price allocation.
Pension and Post-retirement Benefit Obligations
The Company sponsors non-contributory defined benefit pension plans
covering a portion of its U.S. employees and retirees, and
post-retirement benefit plans covering a portion of its U.S.
employees and retirees that include healthcare benefits and life
insurance coverage. Certain non-U.S. operations have various
retirement benefit programs covering substantially all of their
employees.
The Company’s pension and post-retirement benefit costs are
developed from actuarial valuations. Inherent in these valuations
are key assumptions, including the discount rate, expected
long-term rate of return on plan assets, rate of compensation
increase and healthcare cost trend rate. Material changes in
pension and post-retirement benefit costs may occur in the future
due to changes in these assumptions, in the number of plan
participants, in the level of benefits provided, in asset levels
and in legislation.
The discount rate is subject to change each year, consistent with
changes in rates of return on high-quality fixed-income investments
currently available and expected to be available during the
expected benefit payment period. The Company selects the assumed
discount rate for its U.S. pension and post-retirement benefit
plans by applying the rates from the Aon AA Above Median and Aon AA
Only Bond Universe yield curves to the expected benefit payment
streams and develops a rate at which it is believed the benefit
obligations could be effectively settled. The Company follows a
similar process for its non-U.S. pension plans by applying the Aon
Euro AA corporate bond yield curve for the plans based in Europe
and relevant country-specific bond indices for other
locations.
The market-related value of the Company’s plan assets as of the
measurement date is developed using a five-year smoothing
technique. First, a preliminary market-related value is calculated
by adjusting the market-related value at the beginning of the year
for payments to and from plan assets and the expected return on
assets during the year. The expected return on assets represents
the expected long-term rate of return on plan assets adjusted up to
plus or minus 2% based on the actual ten-year average rate of
return on plan assets. A final market-related value is determined
as the preliminary market-related value, plus 20% of the difference
between the actual return and expected return for each of the past
five years.
Salary growth and healthcare cost trend assumptions are based on
the Company's historical experience and future
outlook.
While the Company believes that the assumptions used in these
calculations are reasonable, differences in actual experience or
changes in assumptions could materially affect the expense and
liabilities related to the Company's defined benefit plans. For the
U.S. pension; non-U.S. pension; and post-retirement plans combined,
a hypothetical 25 basis point increase or decrease in the discount
rate would affect expense for fiscal 2020 by $3 million or $2
million, respectively. A hypothetical 25 basis point increase or
decrease in the discount rate would change the projected benefit
obligation as of September 30, 2020 by $(61) million or $64
million, respectively. A hypothetical 25 basis point change in the
expected long-term rate of return would affect expense for fiscal
2020 by approximately $3 million.
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Item 7A. |
Quantitative and Qualitative Disclosures About Market
Risk |
Interest Rate Risk
The Company has exposure to changing interest rates primarily under
the Term Loan Credit Agreement and ABL Credit Agreement, each of
which bears interest at variable rates based on LIBOR. As of
September 30, 2020, the Company had $1,643 million of variable
rate loans outstanding and maintained interest rate swap
agreements, which mature on December 15, 2022, to pay a fixed
rate of 2.935% on $1,543 million of the variable rate loans
outstanding (the "Swap Agreements"). On an annual basis, a
hypothetical one percent change in interest rates for the $100
million of unhedged variable rate debt as of September 30,
2020 would have affected interest expense by approximately $1
million.
On July 1, 2020, the Company entered into additional interest rate
swap agreements, to fix a portion of the variable interest due on
its Term Loan Credit Agreement (the "New Swap Agreements") from
December 15, 2022 (the maturity date of the Swap Agreements)
through December 15, 2024. Under the terms of the New Swap
Agreements, the Company will pay a fixed rate of 0.7047% and
receive a variable rate of interest based on one-month LIBOR. The
New Swap Agreements have a total notional amount of $1,400
million.
It is management’s intention that the net notional amount of
interest rate swap agreements be less than the variable rate loans
outstanding during the life of the derivatives. For fiscal 2020,
fiscal 2019 and the period from December 16, 2017 through September
30, 2018, the Company recognized a loss on its interest rate swap
agreements of $35 million, $10 million and $6 million,
respectively, which is reflected in Interest expense in the
Consolidated Statements of Operations. At September 30, 2020,
the Company maintained a $91 million deferred loss on its
interest rate swap agreements designated as highly effective cash
flow hedges within Accumulated other comprehensive loss in the
Consolidated Balance Sheets.
See Note 12, “Derivative Instruments and Hedging Activities," to
our Consolidated Financial Statements included in Part II, Item 8
of this Annual Report on Form 10-K for additional information
related to the Company's interest rate swap
agreements.
Foreign Currency Risk
Foreign currency risk is the potential change in value, income and
cash flow arising from adverse changes in foreign currency exchange
rates. Each of our non-U.S. ("foreign") operations maintains
capital in the currency of the country of its geographic location
consistent with local regulatory guidelines. Each foreign operation
may conduct business in its local currency, as well as the currency
of other countries in which it operates. The primary foreign
currency exposures for these foreign operations are Euros, Canadian
Dollars, British Pound Sterling, Chinese Renminbi, Indian Rupee,
Australian Dollars, Singapore Dollars and United Arab Emirates
Dirham.
Non-U.S. denominated revenue was $638 million for fiscal 2020. We
estimate a 10% change in the value of the U.S. dollar relative to
all foreign currencies would have affected our revenue for fiscal
2020 by $64 million.
The Company, from time-to-time, utilizes foreign currency forward
contracts primarily to hedge fluctuations associated with certain
monetary assets and liabilities including receivables, payables and
certain intercompany balances. These foreign currency forward
contracts are not designated for hedge accounting treatment. As a
result, changes in the fair value of these contracts are recorded
as a component of Other income (expense), net to offset the change
in the value of the underlying assets and liabilities. As of
September 30, 2020, the Company maintained open foreign
exchange contracts with a total notional value of $375 million,
primarily hedging the British Pound Sterling, Euro, Chinese
Renminbi and Indian Rupee. At September 30, 2020, the fair
value of the open foreign exchange contracts was a net unrealized
loss of $1 million, with $2 million recorded in Other current
liabilities and $1 million recorded in Other current assets in
the Consolidated Balance Sheets. In fiscal 2020 and 2019, the
Company's loss on foreign exchange contracts was $1 million
and $5 million, respectively, and was recorded within Other income
(expense) on the Consolidated Statements of
Operations.
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Item 8. |
Financial Statements and Supplementary Data |
Avaya Holdings Corp.
Index to Consolidated Financial Statements
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Page |
Report of Independent Registered Public Accounting Firm |
|
Report of Independent Registered Public Accounting Firm |
|
Consolidated Statements of Operations |
|
Consolidated Statements of Comprehensive (Loss) Income |
|
Consolidated Balance Sheets |
|
Consolidated Statements of Changes in Stockholders' Equity
(Deficit) |
|
Consolidated Statements of Cash Flows |
|
Notes to Consolidated Financial Statements |
|
Report of Independent Registered Public Accounting
Firm
To the Board of Directors and Stockholders of Avaya Holdings
Corp.
Opinions on the Financial Statements and Internal Control over
Financial Reporting
We have audited the accompanying consolidated balance sheets of
Avaya Holdings Corp. and its subsidiaries (Successor) (the
“Company”) as of September 30, 2020 and 2019, and the related
consolidated statements of operations, comprehensive (loss) income,
changes in stockholders' equity (deficit) and cash flows for the
years ended September 30, 2020 and 2019, and the period from
December 16, 2017 through September 30, 2018, including the related
notes (collectively referred to as the “consolidated financial
statements”). We also have audited the Company's internal control
over financial reporting as of September 30, 2020, based on
criteria established in
Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of the Company as of September 30, 2020 and 2019, and the
results of its operations and its cash flows for the years ended
September 30, 2020 and 2019, and the period from December 16, 2017
through September 30, 2018 in conformity with accounting principles
generally accepted in the United States of America. Also in our
opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of September
30, 2020, based on criteria established in
Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis of Accounting
As discussed in Note 1 to the consolidated financial statements,
the United States Bankruptcy Court for the Southern District of New
York confirmed the Company's Second Amended Joint Chapter 11 Plan
of Reorganization of Avaya Inc. and Its Debtor Affiliates (the
"plan") on November 28, 2017. Confirmation of the plan resulted in
the discharge of certain claims against the Company that arose
before January 19, 2017 and terminates all rights and interests of
equity security holders as provided for in the plan. The plan was
substantially consummated on December 15, 2017 and the Company
emerged from bankruptcy. In connection with its emergence from
bankruptcy, the Company adopted fresh start accounting as of
December 15, 2017.
Changes in Accounting Principles
As discussed in Note 2 to the consolidated financial statements,
the Company changed the manner in which it accounts for leases as
of October 1, 2019 and the manner in which it accounts for revenues
from contracts with customers as of October 1, 2018.
Basis for Opinions
The Company's management is responsible for these consolidated
financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting,
included in Management’s Report on Internal Control Over Financial
Reporting appearing under Item 9A. Our responsibility is to express
opinions on the Company’s consolidated financial statements and on
the Company's internal control over financial reporting based on
our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due
to error or fraud, and whether effective internal control over
financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included
performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as
we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial
Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising
from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to
the audit committee and that (i) relate to accounts or disclosures
that are material to the consolidated financial statements and (ii)
involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the
critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which
they relate.
Goodwill Interim Impairment Assessment - Products & Solutions
and Services Reporting Units
As described in Notes 2 and 7 to the consolidated financial
statements, the Company’s total goodwill, net balance was $1,478
million as of September 30, 2020, and the goodwill associated with
the Products & Solutions and Services reporting units was $0
and $1,478 million, respectively. Goodwill is not amortized but is
subject to periodic testing for impairment at the reporting unit
level. The Company’s reporting units are subject to impairment
testing annually, on July 1st, or more frequently if events occur
or circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying value. During the
second quarter of fiscal 2020, the Company concluded that a
triggering event occurred for both of its reporting units due to
(i) the impact of the COVID-19 pandemic on the macroeconomic
environment which led to revisions to the Company's long-term
forecast during the second quarter of fiscal 2020 and (ii) the
sustained decrease in the Company's stock price since the advent of
the pandemic which was caused by the resulting volatility in the
financial markets. The impairment test for goodwill consists of a
comparison of the fair value of a reporting unit with its carrying
value, including the goodwill allocated to that reporting unit. If
the carrying value of a reporting unit exceeds its fair value, the
Company will recognize an impairment loss equal to the amount of
the excess, limited to the amount of goodwill allocated to that
reporting unit. As a result of the triggering event, the Company
recorded a goodwill impairment charge of $624 million to write down
the full carrying amount of the Products & Solutions goodwill.
The estimated fair value of the Services reporting unit exceeded
its carrying amount. Management estimates the fair value of each
reporting unit using a weighting of fair values derived from an
income approach and a market approach. Under the income approach,
the fair value of a reporting unit is estimated using a discounted
cash flows model, which relies on assumptions regarding revenue
growth rates, projected gross profit, working capital needs,
selling, general and administrative expenses, research and
development expenses, business restructuring costs, capital
expenditures, income tax rates, discount rates and terminal growth
rates.
The principal considerations for our determination that performing
procedures relating to the goodwill interim impairment assessment
of the Products & Solutions and Services reporting units is a
critical audit matter are (i) the significant judgment by
management when developing the fair value measurement of the
reporting units derived from the income approach; (ii) significant
auditor judgment, subjectivity, and effort in performing procedures
and evaluating management’s significant assumptions related to
revenue growth rates, projected gross profit, selling, general, and
administrative expenses, discount rates and the terminal growth
rate; and (iii) the audit effort involved the use of professionals
with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating
audit evidence in connection with forming our overall opinion on
the consolidated financial statements. These procedures included
testing the effectiveness of controls relating to management’s
goodwill impairment assessment, including controls over the
valuation of the Company’s Products & Solutions and Services
reporting units. These procedures also included, among others (i)
testing management’s process for developing the fair value
estimates; (ii) evaluating the appropriateness of the discounted
cash flows model; (iii) testing the completeness and accuracy of
underlying data used in the model; and (iv) evaluating the
reasonableness of the significant assumptions used by management
related to the revenue growth rates, projected gross profit,
selling, general, and administrative expenses, discount rates and
the terminal growth rate. Evaluating management’s assumptions
related to the revenue growth rates, projected gross profit, and
selling, general, and administrative expenses involved evaluating
whether the assumptions used by management were reasonable
considering (i) the current and past performance of the reporting
units; (ii) the consistency with external market
and industry data; and (iii) whether these assumptions were
consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to
assist in the evaluation of the Company’s discounted cash flows
model and the discount rates and terminal growth rate
assumptions.
Indefinite-Lived Intangible Asset Interim Impairment Assessment -
Trade Name
As described in Notes 2 and 8 to the consolidated financial
statements, the Company’s total trade name indefinite-lived
intangible asset, net balance was $333 million as of September 30,
2020. Intangible assets determined to have indefinite useful lives
are not amortized but are tested for impairment annually, on July
1st, or more frequently if events occur or circumstances change
that indicate an asset may be impaired. As a result of the
triggering event described above, management performed an interim
quantitative impairment test for its trade name indefinite-lived
intangible asset as of March 31, 2020, which indicated no
impairment existed. The impairment test for the trade name
indefinite-lived intangible asset consists of a comparison of the
estimated fair value of the asset with its carrying value. If the
carrying value of the trade name indefinite-lived intangible asset
exceeds its estimated fair value, the Company recognizes an
impairment loss equal to the amount of the excess. Management
estimates the fair value of the trade name indefinite-lived
intangible asset using the relief-from-royalty model, a form of the
income approach. Under this methodology, the fair value of the
trade name is estimated by applying a royalty rate to forecasted
net revenues which is then discounted using a risk-adjusted rate of
return on capital. Revenue growth rates inherent in the forecast
are based on input from internal and external market intelligence
research sources that compare factors such as growth in global
economies, regional trends in the telecommunications industry and
product evolution. The royalty rate is determined using a set of
observed market royalty rates.
The principal considerations for our determination that performing
procedures relating to the trade name indefinite-lived intangible
asset interim impairment assessment is a critical audit matter are
(i) the significant judgment by management when developing the fair
value measurement of the trade name; (ii) significant auditor
judgment, subjectivity, and effort in performing procedures and
evaluating management’s significant assumptions related to the
royalty rate and the risk-adjusted rate of return on capital; and
(iii) the audit effort involved the use of professionals with
specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating
audit evidence in connection with forming our overall opinion on
the consolidated financial statements. These procedures included
testing the effectiveness of controls relating to management’s
trade name indefinite-lived intangible asset impairment assessment,
including controls over the valuation of the Company’s trade name.
These procedures also included, among others (i) testing
management’s process for developing the fair value estimate of the
Company’s trade name indefinite-lived intangible asset; (ii)
evaluating the appropriateness of the relief-from-royalty model;
and (iii) evaluating the reasonableness of the significant
assumptions used by management related to royalty rate and the
risk-adjusted rate of return on capital. Professionals with
specialized skill and knowledge were used to assist in the
evaluation of the Company’s relief-from-royalty model and the
royalty rate and risk-adjusted rate of return on capital
assumptions.
/s/ PricewaterhouseCoopers LLP
San Jose, California
November 25, 2020
We have served as the Company’s auditor since 2000.
Report of Independent Registered Public Accounting
Firm
To the
Board of Directors and Stockholders of Avaya Holdings
Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of
operations, comprehensive (loss) income, changes in stockholders’
equity (deficit) and cash flows of Avaya Holdings Corp. and its
subsidiaries (Predecessor) (the “Company”) for the period from
October 1, 2017 through December 15, 2017, including the related
notes (collectively referred to as the “consolidated financial
statements”).
In our opinion, the consolidated financial statements present
fairly, in all material respects, the results of operations and
cash flows of the Company for the period from October 1, 2017
through December 15, 2017 in conformity with accounting principles
generally accepted in the United States of America.
Basis of Accounting
As discussed in Note 1 to the consolidated financial statements,
the Company filed a petition on January 19, 2017 with the United
States Bankruptcy Court for the Southern District of New York for
reorganization under the provisions of Chapter 11 of the Bankruptcy
Code. The Company’s Second Amended Joint Chapter 11 Plan of
Reorganization of Avaya Inc. and Its Debtor Affiliates was
substantially consummated on December 15, 2017 and the Company
emerged from bankruptcy. In connection with its emergence from
bankruptcy, the
Company adopted fresh start accounting.
Basis for Opinion
These consolidated financial statements are the responsibility of
the Company’s management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on
our audit. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit of these consolidated financial statements
in accordance with the standards of the PCAOB. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or
fraud.
Our audit included performing procedures to assess the risks of
material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audit also included
evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation
of the consolidated financial statements. We believe that our audit
provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
San Jose, California
December 21, 2018
We have served as the Company's auditor since 2000.
Avaya Holdings Corp.
Consolidated Statements of Operations
(In millions, except per share amounts)
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Successor |
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Predecessor |
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Fiscal years ended September 30, |
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Period from December 16, 2017
through
September 30, 2018 |
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Period from
October 1, 2017
through
December 15, 2017 |
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2020 |
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2019 |
|
REVENUE |
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|
|
|
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|
Products |
|
$ |
1,073 |
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|
$ |
1,222 |
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|
$ |
989 |
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|
|
$ |
253 |
|
Services |
|
1,800 |
|
|
1,665 |
|
|
1,258 |
|
|
|
351 |
|
|
|
2,873 |
|
|
2,887 |
|
|
2,247 |
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|
|
604 |
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COSTS |
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Products: |
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Costs |
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405 |
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|
442 |
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|
372 |
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|
84 |
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Amortization of technology intangible assets |
|
174 |
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|
174 |
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|
135 |
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|
|
3 |
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Services |
|
714 |
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|
696 |
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|
597 |
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|
155 |
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|
|
1,293 |
|
|
1,312 |
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|
1,104 |
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|
242 |
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GROSS PROFIT |
|
1,580 |
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|
1,575 |
|
|
1,143 |
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|
|
362 |
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OPERATING EXPENSES |
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|
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|
|
|
|
|
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Selling, general and administrative |
|
1,013 |
|
|
1,001 |
|
|
888 |
|
|
|
264 |
|
Research and development |
|
207 |
|
|
204 |
|
|
172 |
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|
|
38 |
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Amortization of intangible assets |
|
161 |
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|
162 |
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|
127 |
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|
10 |
|
Impairment charges |
|
624 |
|
|
659 |
|
|
— |
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|
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— |
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Restructuring charges, net |
|
30 |
|
|
22 |
|
|
81 |
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|
14 |
|
|
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2,035 |
|
|
2,048 |
|
|
1,268 |
|
|
|
326 |
|
OPERATING (LOSS) INCOME |
|
(455) |
|
|
(473) |
|
|
(125) |
|
|
|
36 |
|
Interest expense |
|
(226) |
|
|
(237) |
|
|
(169) |
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|
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(14) |
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Other income (expense), net |
|
63 |
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|
41 |
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35 |
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(2) |
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Reorganization items, net |
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