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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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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 December 31, 2021
OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from ________ to __________
Commission file number: 001-35376
OBLONG, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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77-0312442 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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25587 Conifer Road, Suite 105-231
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Conifer, CO
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80433 |
(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code:
(303) 640-3838
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Securities
registered pursuant to Section 12(b) of the Exchange
Act: |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.0001 par value |
OBLG |
Nasdaq Capital Market
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Securities registered pursuant to Section 12(g) of the
Exchange 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 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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Indicate by checkmark 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. Yes
☐
No
☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes
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No
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The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant computed by
reference to the price at which the common equity was last sold on
June 30, 2021, the last business day of the Registrant’s most
recently completed second fiscal quarter, was
$50,293,167.
The number of shares of the Registrant’s common stock outstanding
as of March 23, 2022 was 30,816,048.
OBLONG, INC.
Index
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Item
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Page |
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PART I
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1. |
Business
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1A.
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Risk Factors
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1B.
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Unresolved Staff Comments
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2. |
Properties
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3. |
Legal Proceedings
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4. |
Mine Safety Disclosures
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PART II
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5. |
Market for Registrant’s Common Equity and Related Stockholder
Matters and Issuer Purchases of Equity Securities
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6. |
Reserved
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7. |
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
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7A.
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Qualitative and Quantitative Disclosures About Market
Risk
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8. |
Financial Statements and Supplemental Data
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9 |
Change in and Disagreements with Accountants on Accounting and
Financial Disclosure
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9A.
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Controls and Procedures
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9B.
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Other Information
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9C. |
Disclosures Regarding Foreign Jurisdictions that Prevent
Inspections |
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PART III
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10. |
Directors, Executive Officers and Corporate Governance
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11. |
Executive Compensation
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12. |
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
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13. |
Certain Relationships and Related Transactions, and Director
Independence
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14. |
Principal Accounting Fees and Services
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PART IV
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15. |
Exhibits and Financial Statement Schedules
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16. |
Signatures
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This annual report on Form 10-K (this “Report”) contains statements
that are considered forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and its
rules and regulations (the “Securities Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended, and its rules and
regulations (the “Exchange Act”). These forward-looking statements
include, but are not limited to, statements about the plans,
objectives, expectations and intentions of Oblong, Inc. (“Oblong”
or “we” or “us” or the “Company”). All statements other than
statements of current or historical fact contained in this Report,
including statements regarding Oblong’s future financial position,
business strategy, budgets, projected costs and plans and
objectives of management for future operations, are forward-looking
statements. The words “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “may,” “plan,” and similar expressions, as they
relate to Oblong, are intended to identify forward-looking
statements. These statements are based on Oblong’s current plans,
and Oblong’s actual future activities and results of operations may
be materially different from those set forth in the forward-looking
statements. These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ
materially from the statements made. Any or all of the
forward-looking statements in this Report may turn out to be
inaccurate. Oblong has based these forward-looking statements
largely on its current expectations and projections about future
events and financial trends that it believes may affect its
financial condition, results of operations, business strategy and
financial needs. The forward-looking statements can be affected by
inaccurate assumptions or by known or unknown risks, uncertainties
and assumptions. There are important factors that could cause
actual results to differ materially from those expressed or implied
by these forward-looking statements, including our plans,
objectives, expectations and intentions and other factors that are
discussed in “Item 1A. Risk Factors” and/or listed below. Oblong
undertakes no obligation to publicly revise these forward-looking
statements to reflect events occurring after the date hereof. All
subsequent written and oral forward-looking statements attributable
to Oblong or persons acting on its behalf are expressly qualified
in their entirety by the cautionary statements contained in this
Report. Forward-looking statements in this Report include, among
other things: our ability to meet commercial commitments; our
expectations and estimates relating to customer attrition, demand
for our product offerings, sales cycles, future revenues, expenses,
capital expenditures and cash flows; our expectations relating to
the timeline to launch our new subscription-based software
offerings; our ability to launch new product offerings; evolution
of our customer solutions and our service platforms; our ability to
fund operations and continue as a going concern; expectations
regarding adjustments to our cost of revenue and other operating
expenses; our ability to finance investments in product development
and sales and marketing; our ability to raise capital through sales
of additional equity or debt securities and/or loans from financial
institutions; our beliefs about employee relations; our beliefs
about the ongoing performance and success of our Managed Service
business; statements relating to market need and evolution of the
industry, our solutions and our service platforms; our beliefs
about the service offerings of our competitors and our ability to
differentiate Oblong’s services; adequacy of our internal controls;
statements regarding our information systems and our ability to
protect and prevent security breaches; expectations relating to
additional patent protection; and beliefs about the strength of our
intellectual property, including patents. For additional
information regarding known material factors that could cause our
actual results to differ materially from our projected results,
please see “Item 1A. Risk Factors.” Important factors that could
cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to, those
summarized below:
•the
continued impact of the coronavirus pandemic on our business,
including its impact on our customers and other business partners,
our ability to conduct operations in the ordinary course, and our
ability to obtain capital financing important to our ability to
continue as a going concern;
•our
ability to continue as a going concern;
•our
ability to raise capital in one or more debt and/or equity
offerings in order to fund operations or any growth
initiatives;
•customer
acceptance and demand for our video collaboration services and
network applications;
•our
ability to launch new products and offerings and to sell our
solutions;
•our
ability to successfully transition to a subscription-based business
model and potential future business model changes;
•our
ability to compete effectively in the video collaboration services
and network services businesses;
•the
ongoing performance and success of our Managed Services
business;
•our
ability to maintain and protect our proprietary
rights;
•our
ability to withstand industry consolidation;
•our
ability to adapt to changes in industry structure and market
conditions;
•actions
by our competitors, including price reductions for their
competitive services;
•the
quality and reliability of our products and services;
•the
prices for our products and services and changes to our pricing
model;
•the
success of our sales and marketing approach and efforts,
particularly as it relates to subscription based
sales;
•customer
renewal and retention rates;
•risks
related to the concentration of our customers and the degree to
which our sales, now or in the future, depend on certain large
client relationships;
•increases
in material, labor or other manufacturing-related
costs;
•changes
in our go-to-market cost structure;
•inventory
management and our reliance on our supply chain;
•our
ability to attract and retain highly skilled
personnel;
•our
reliance on open-source software and technology;
•potential
federal and state regulatory actions;
•our
ability to innovate technologically, and, in particular, our
ability to develop next generation Oblong technology;
•our
ability to satisfy the standards for continued listing of our
common stock on the Nasdaq Capital Market;
•changes
in our capital structure and/or stockholder mix;
•the
costs, disruption, and diversion of management’s attention
associated with campaigns commenced by activist investors;
and
•our
management’s ability to execute its plans, strategies and
objectives for future operations.
RISK FACTORS SUMMARY
The following is a summary of the principal risk factors that make
an investment in our company speculative or risky, all of which are
further described below in the section titled “Risk Factors” in
Part I, Item 1A of this Report. This summary should be read in
conjunction with the “Risk Factors” section and should not be
relied upon as an exhaustive summary of the material risks facing
our business.
Risks related to our business:
•Our
Managed Services business experienced declines in revenue in recent
fiscal years and may continue to experience further revenue decline
in future periods;
•Our
transition to a subscription-based business model for our
Mezzanine™
product offerings may result in, a compression to our top line
results, and if we fail to successfully manage the transition, our
revenue, business, operating results and free cash flow may be
adversely affected;
•Revenue
growth and increase in the market share of our current product
offerings depends on successful adoption of our Mezzanine™ product
offerings with our channel partners, which requires sufficient
sales, marketing and product development funding;
•We
have a history of substantial net operating losses and we may incur
future net losses;
•Our
business activities may require additional financing that might not
be obtainable on acceptable terms, if at all, which could have a
material adverse effect on its financial condition, liquidity and
its ability to operate as a going concern in the
future;
•If
we fail to achieve broad market acceptance on a timely basis, we
will not be able to compete effectively, and we will likely
experience continued declines in revenue and lower gross
margins;
•We
depend upon the development of new products and services, and
enhancements to existing products and services, and if we fail to
predict and respond to emerging technological trends and customer’s
changing needs, our operating result may suffer;
•Our
success depends on our ability to recruit and retain adequate
engineering talent;
•Our
success is highly dependent on the evolution of our overall market
and on general economic conditions;
•Changes
in industry structure and market conditions could lead to charges
related to discontinuances of certain of our products or
businesses, asset impairments and workforce reductions or
restructurings;
•The
markets in which we compete are intensely competitive, which could
adversely affect our achievement of revenue growth;
•Industry
consolidation may lead to increased competition and may harm our
operating results;
•We
rely on a limited number of customers for a significant portion of
our revenue, and the loss of any one of those customers, or several
of our smaller customers, could materially harm our
business;
•There
is limited market awareness of our services;
•If
we do not effectively compose, structure and compensate our sales
force to focus on the end customers and activities that will
primarily drive our growth strategy, our business will be adversely
affected;
•Our
ability to sell our solutions is dependent in part on ease of use
and the quality of our technical support, and any failure to offer
high-quality technical support would harm our business, operating
results and financial condition;
•A
significant portion of our sales are through distribution channels
including both System and audio visual (“AV”) integrators which
have been difficult to project and, particularly volatile during
the pandemic. Weakness in orders from our distribution channels may
harm our operating results and financial condition;
•Inventory
management relating to our sales to our two-tier distribution
channel is complex, and excess inventory may harm our gross
margins;
•Supply
chain issues, including financial problems of contract
manufacturers or component suppliers, or a shortage of adequate
component supply or manufacturing capacity that increase our costs
or cause a delay in our ability to fulfill orders, could have an
adverse impact on our business and operating results, and our
failure to estimate customer demand properly may result in excess
or obsolete component supply, which could adversely affect our
gross margins;
•Over
the long term we intend to invest in engineering, sales, service
and marketing activities, and in key priority and growth areas, and
these investments may achieve delayed, or lower than expected,
benefits which could harm our operating results;
•We
have made and may continue to make acquisitions that could disrupt
our operations and harm our operating results; and
•A
number of our solutions incorporate software provided under open
source licenses which may restrict or impose certain obligations on
how we use or distribute our solutions or subject us to various
risks and challenges, which could result in increased development
expenses, delays or disruptions to the release or distribution of
those solutions, inability to protect our intellectual property
rights and increased competition.
Risks to Owning Our Common Stock
•Our
stock price has fluctuated in the past, has recently been volatile
and may be volatile in the future, and as a result, investors in
our common stock could incur substantial losses;
•Penny
stock regulations may impose certain restrictions on the
marketability of our securities;
•Future
operating results may vary from quarter to quarter, and we may fail
to meet the expectations of securities analysts and investors at
any given time;
•We
will need to raise additional capital by issuing securities or
debt, which may cause significant dilution to our stockholders and
restrict our operations, and
•We
could fail to satisfy the standards to maintain our listing on a
stock exchange.
PART I
Item 1. Business
Overview
We are a provider of patented multi-stream collaboration products
and managed services for video collaboration and network
solutions.
Mezzanine™
Product Offerings
Our flagship product is called
Mezzanine™,
a family of turn-key products that enable dynamic and immersive
visual collaboration across
multi-users, multi-screens, multi-devices, and
multi-locations.
Mezzanine™
allows multiple
people to share, control and arrange content simultaneously, from
any location, enabling all participants to see the same content in
its entirety at the same time in identical formats, resulting in
dramatic enhancements to both in-room and virtual videoconference
presentations. Applications include video telepresence, laptop and
application sharing, whiteboard sharing and slides. Spatial input
allows content to be spread across screens, spanning different
walls, scalable to an arbitrary number of displays and interaction
with our proprietary wand device.
Mezzanine™
substantially
enhances day-to-day virtual meetings with technology that
accelerates decision making, improves communication, and increases
productivity.
Mezzanine™ scales up to support the most immersive and commanding
innovation centers; across to link labs, conference spaces, and
situation rooms; and down for the smallest work groups.
Mezzanine’s digital collaboration platform can be sold as delivered
systems in various configurations for small teams to total
immersion experiences. The family includes the 200 Series (two
display screen), 300 Series (three screen), and 600 Series (six
screen). We also sell maintenance and support contracts related to
Mezzanine™.
Today, ideation and content collaboration are gaining growing
importance in both physical and virtual meeting environments to
support collective brainstorming and expedite decision making.
Visualization of ideas can happen more naturally when people expand
the collaborative canvas from sharing a single content stream among
many participants to empowering an entire team, such as through our
Mezzanine™ multi-stream solutions. While historically focused on
in-room collaboration, the need for next-generation virtual
collaboration solutions is on the rise, attributed to the
confluence of several key trends that influence the way individuals
collaborate. Key capabilities and features of
Mezzanine™
include:
•Share
Work With Others.
Easily present work by plugging in or sharing wirelessly with
the
Mezzanine™
app. Share up to 10 connected devices including laptops, in-room
PCs, and digital media players. Upload images and slides to present
and explore content alongside live video streams.
•Capture
Ideas Instantly.
Save snapshots of on-screen content to make sure good ideas don’t
get lost. Annotate content in the Mezzanine™
app and share thoughts with others. Download meeting materials to
reference or share after the meeting.
•Visualize
Options and Outcomes.
Mezzanine™
content spans multiple displays so the information needed is in
sight and on hand. Share more content, see more detail, and improve
visual storytelling. Arrange content for side-by-side comparisons
and cross-referencing.
•Unite
Distributed Teams.
Connect teams and get everyone on the same page. Meeting
participants share the same visual workspace so they can perform
like they are in the same room. Everyone in every location can add
content and steer the conversation, increasing opportunity and
motivation to participate.
•Connect
with Ease.
Mezzanine™
works seamlessly with existing video conferencing and collaboration
solutions so teams can join meetings with the tools they use every
day. Integration with Cisco and Polycom systems simplify connecting
rooms with voice, video, and content.
•Orchestrate
Content.
Place content anywhere in the room from anywhere in the room with
Mezzanine™’s
award-winning wands. Gestural interaction makes it easy to move and
highlight content to focus the attention of the team.
We believe key drivers for demand include:
•rapid
growth of cloud-based unified communications (UC) services adoption
and continuously increasing collaborative intensity in
workplaces;
•accelerating
demand for low-cost video conferencing options such as USB
conference room cameras and audio/video soundbars;
•rising
appetite among end-user organizations for content sharing as well
as content collaboration capabilities including ideation,
annotation, illustration, and coediting;
•convergence
of audio, video and content collaboration (as opposed to siloed
applications and platforms) to improve employee
productivity;
•significant
growth in the number of huddle rooms and flexible meeting spaces
worldwide;
•preference
for Bring Your Own Device (BYOD) screen share in meeting spaces;
and
•growing
number of distributed and remote workers.
Today’s knowledge workers are seeking optimal meeting spaces both
in and out of the office that foster creativity, agility,
innovation, and engagement. The trend towards ad-hoc and small
group meetings has led to the creation of the huddle room concept,
where workers can meet in a disruption-free setting. Globally,
there are over 90 million meeting spaces, 33 million of which are
huddle spaces. However, it is estimated that fewer than 5 percent
of these spaces are truly ‘full spectrum’ collaboration enabled.
Further, the penetration of stand-alone content sharing
applications is significantly less than video penetration in large
and huddle-sized meeting rooms. While pre-pandemic momentum
suggested end-users were beginning to embrace simple, easy to
install, intuitive, and affordable collaboration solutions that
integrate with cloud-based collaboration software services, we
believe as businesses begin to reopen there will be significant
demand for higher forms of engagement that combines robust video
conferencing with enhanced content sharing as users adapt to more
flexible workplace alternatives. This combination focuses on
allaying customer apprehension with regards to how to
cost-effectively pursue an expanded collaboration strategy without
replacing their existing investments.
We believe there is a substantial market opportunity for our
Mezzanine™
product offerings, and we are in the process of transforming our
offerings to meet the evolving needs of our customers.
Historically, customers have used
Mezzanine™
products in conventional commercial real estate spaces such as
conference rooms.
We are currently designing and developing software offerings for
our core collaboration products, with expanded accessibility beyond
commercial spaces through both hybrid and software-as-a-service
(“SaaS”) solutions delivered in the cloud.
Managed Services for Video Collaboration
We provide a range of managed services for video collaboration,
from automated to orchestrated, to simplify the user experience in
an effort to drive adoption of video collaboration throughout our
customers’ enterprise. We deliver our services through a hybrid
service platform or as a service layer on top of our customers’
video infrastructure. We provide our customers with the following
services to meet their videoconferencing needs:
•Managed
Videoconferencing
is a “high-touch” concierge-based offering where we set up and
manage customer videoconferences. Our managed videoconferencing
services are offered to our customers on either a usage basis or on
a monthly subscription. These services include call scheduling and
launching, and videoconference monitoring, support and
reporting.
•Remote
Service Management
provides an overlay to enterprise information technology (“IT”) and
channel partner support organizations and provides 24/7 support and
management of customer video environments. Our services are
designed to align with a globally recognized set of best practices,
Information Technology Infrastructure Library (“ITIL”), to
standardize processes and communicate through a consistent set of
terms with our customers and partners. We offer, on a monthly
subscription basis, three tiers of Remote Service Management
options, ranging from remote proactive automated monitoring to
end-to-end management to complement the needs of IT support
organizations (including 24x7 support desk, incident/problem/change
management, site certifications, and service level
agreements).
Managed Services for Network
We provide our customers with network solutions that ensure
reliable, high-quality and secure traffic of video, data and
internet. Network services are offered to our customers on a
subscription basis. Our network services business carries variable
costs associated with the purchasing and reselling of this
connectivity. We offer our customers the following networking
solutions that can be tailored to each customer’s
needs:
•Cloud
Connect: Video™:
Allows
our customers to outsource the management of their video traffic to
us and provides the customer’s office locations with a secure,
dedicated video network connection to the Oblong Cloud for video
communications.
•Cloud
Connect: Converge™:
Provides customized Multiprotocol Label Switching (“MPLS”)
solutions for customers who require a converged network. A
converged network is an efficient network solution that combines
the customer’s voice, video, data, and Internet traffic over one or
more common access circuits. We fully manage and prioritize traffic
to ensure that video and other business critical applications run
smoothly.
•Cloud
Connect: Cross Connect™:
Allows
the customer to leverage their existing carrier for the extension
of a Layer 2 private line to our data center.
Sales and Marketing
We use a variety of marketing, sales, and support activities to
generate and cultivate ongoing customer demand for our product
offerings and managed services. We have a team of direct sales
representatives and sales engineers.
We sell globally through both direct customer sales and channel
partners.
Customers
We have a diverse customer base including Fortune 1000 companies,
along with small and medium enterprises across a wide range of
industries including aerospace, consulting, executive search,
broadcast media, legal, insurance, technology, financial services,
education, healthcare, real estate, retail, construction,
hospitality, and government, among others. We seek to establish and
maintain long-term relationships with our customers.
Many factors influence the collaboration requirements of our
customers. These include the size of the organization, number and
types of technology systems, geographic location, and business
applications deployed throughout the customer’s network. Our
customer base is not limited to any specific industry, geography,
or market segment.
A significant portion of our products and services are sold through
our distribution channels, and the remainder is sold through direct
sales. Our distribution channels include systems integrators,
channel partners, other resellers, and distributors.
Sales to these service providers have been characterized by large
and sporadic purchases, in addition to longer sales cycles. Product
orders by the service providers decreased during 2021.
Historically, we have seen fluctuations in our gross margins based
on changes in the balance of our distribution
channels.
Major customers are defined as direct customers or channel partners
that account for more than 10% of the Company’s total consolidated
revenue. For the year ended December 31, 2021, one major
customer accounted for approximately 34.7% of the Company’s total
consolidated revenue. For the year ended December 31, 2020,
two major customers each accounted for approximately 17.0%,
respectively, of the Company’s total consolidated
revenue.
Competition
The market for communication and collaboration technology services
is competitive and rapidly changing. Certain features of our
current Mezzanine™ product offerings compete in the communication
and collaboration technologies market with products offered by
Cisco WebEx, Zoom, LogMeIn, GoToMeeting, along with bundled
productivity solutions providers who offer limited content sharing
capabilities such as Microsoft Teams, and Google G Suite. In the
rapidly evolving “Ideation” market, certain elements of our
application compete with Microsoft, Google, InFocus, Bluescape,
Mersive, Barco, Nureva and Prysm.
With respect to our managed services for video collaboration, we
primarily compete with managed services companies,
videoconferencing equipment resellers and telecommunication
providers, including BT Conferencing, AT&T, Verizon, LogMeIn,
Yorktel, ConvergeOne, Whitlock and AVI-SPL. We also compete with
companies that offer hosted videoconference bridging solutions,
including Blue Jeans, Vidyo and Zoom. Lastly, the technology and
software providers, including Cisco, LifeSize, Microsoft, and
Polycom, are delivering competitive cloud-based videoconferencing
and calling services. With the technology advancements over the
past few years, including browser-based and mobile video, the
options for video collaboration solutions and services are greater
than ever before. With respect to our managed services for network,
we primarily compete with telecommunications carriers, including
British Telecom, AT&T, Verizon and Telus. Our competitors offer
services similar to ours both on a bundled and unbundled basis,
creating a highly competitive environment with pressure on pricing
of such services. Revenue attributable to our managed services
described above has declined in recent years primarily due to loss
of customers to competition. We expect this trend to continue in
the future for our managed services business.
Intellectual Property
The core technology platform for
Mezzanine™
is called g-speak. It enables applications to be developed that run
across multiple screens and multiple devices. Our customers use the
platform to solve big data problems, to collaborate more
effectively, and to go from viewing pixels on a single screen to
interacting with pixels on every screen. We have invested
significant resources in developing intellectual property
surrounding this technology, resulting in 69 issued patents (56 in
the United States and 13 across Europe, China, Japan, Korea and
India) and 8 pending patents (including 7 in the United States).
These patents are mainly related to spatial computing, distributed
applications and 3D input devices. We expect our issued patents to
expire between 2027 and 2038.
Videoconferencing has traditionally presented challenges for the
user by presenting a complex maze of systems and networks that must
be navigated and closely managed. Although most of the
business-quality video systems today are “standards-based,” there
are inherent interoperability problems between different vendors’
video equipment, resulting in communication islands. Our suite of
managed services for video collaboration can be accessed and
utilized by customers regardless of their technology or network.
Customers who purchase a Cisco, Polycom, Avaya, or LifeSize
(Logitech) system, or use certain other third-party video
communications software such as Microsoft, WebEx or WebRTC, may all
take advantage of our services regardless of their choice of
network. Our services support all standard video signaling
protocols, including SIP, H.323 and Integrated Services Digital
Network (“ISDN”) using infrastructure from a variety of
manufacturers.
Research and Development
The Company incurred research and development expenses during the
years ended December 31, 2021 and 2020 of $2.9 million and
$3.7 million, respectively, related to the development of features
and enhancements to our Mezzanine™
product offerings.
Employees
As of December 31, 2021, we had 49 total employees including
47 full-time employees. Our human capital resources objectives
include, as applicable, identifying, recruiting, retaining,
incentivizing and integrating our existing and new
employees, advisors and consultants. Our compensation program is
designed to attract, retain, and motivate highly qualified
employees and executives and is comprised of a mix of competitive
base salary, bonus and equity compensation awards, as well as other
employee benefits. Our employees are not covered by a collective
bargaining agreement, and we consider our relations with our
employees to be good. We are committed to diversity and inclusion
as well as equitable pay within our workforce. In addition, the
health and safety of our employees, customers and communities are
of primary concern to us. During the COVID-19 pandemic, we have
taken significant steps to protect our workforce, including but not
limited to, working remotely, and implementing social distancing
protocols consistent with guidelines issued by federal, state, and
local law.
Corporate History
Oblong, Inc. was formed as a Delaware corporation in May
2000.
Prior to March 6, 2020, Oblong, Inc. was named Glowpoint, Inc.
(“Glowpoint”).
On October 1, 2019, the Company closed an acquisition of all of the
outstanding equity interests of Oblong Industries, Inc., a
privately held Delaware corporation founded in 2006 (“Oblong
Industries”), pursuant to the terms of an Agreement and Plan of
Merger (as amended, the “Merger Agreement”). Pursuant to the Merger
Agreement, among other things, Oblong Industries became a wholly
owned subsidiary of the Company (the “Merger”). On March 6, 2020,
Glowpoint changed its name to Oblong, Inc.
Available Information
We are subject to the reporting requirements of the Exchange Act.
The Exchange Act requires us to file periodic reports, proxy
statements and other information with the Securities and Exchange
Commission (“SEC”). The SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information
statements and other information that we file electronically with
the SEC.
In addition, we make available, free of charge, on our Internet
website, our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and amendments to these reports
filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we
electronically file this material with, or furnish it to, the SEC.
You may review these documents on our website at www.oblong.com by
accessing the investor relations section. Our website and the
information contained on or connected to our website is not
incorporated by reference herein, and our web address is included
as an inactive textual reference only.
Item 1A. Risk Factors
Our business faces numerous risks, including those set forth below
and those described elsewhere in this Report or in our other
filings with the SEC. The risks described below are not the only
risks that we face, nor are they necessarily listed in order of
significance. Other risks and uncertainties may also affect our
business. Any of these risks may have a material adverse effect on
our business, financial condition, results of operations and cash
flow. When making an investment decision with respect to our common
stock, you should also refer to the other information contained or
incorporated by reference in this Report, including our
consolidated financial statements and the related
notes.
Risks Related to Our Business
Our Managed Services business experienced declines in revenue in
recent fiscal years and may continue to experience further revenue
decline in future periods.
Our Managed Services business has experienced declines in revenue
for the last several years. We believe that these revenue declines
are primarily due to net attrition of customers and lower demand
for these services given the competitive environment and pressure
on pricing that exists in our industry.
Our transition to a subscription-based business model for our
Mezzanine™
product offerings may result in a compression to our top line
results, and if we fail to successfully manage the transition, our
revenue, business, operating results and free cash flow may be
adversely affected.
We are currently transitioning to a subscription-based business
model and may undergo additional business model changes in the
future in order to adapt to changing market demands. Our transition
to a subscription-based business model entails significant known
and unknown risks and uncertainties, and we cannot assure you that
we will be able to complete the transition to a subscription-based
business model, or manage the transition successfully and in a
timely manner. If we do not complete the transition, or if we fail
to manage the transition successfully and in a timely manner, our
revenue, business and operating results may be adversely affected.
Moreover, we may not realize all of the anticipated benefits of the
subscription transition, even if we successfully complete the
transition. The transition to a subscription-based business model
also means that our historical results, especially those achieved
before we began the transition, may not be indicative of our future
results.
Regardless of how we manage the transition, our total billings and
revenue may be adversely impacted by the transition, particularly
when compared to historical periods. Revenue associated with
certain SaaS subscription purchases will be recognized ratably over
the term of the subscription, resulting in less upfront revenue as
compared to our historical revenue from previous product offerings
(representing a one-time product sale that consisted of hardware
and software). If we are unable to increase the volume of our
subscription-based sales in any given period to make up for the
lower total dollar value of certain subscription-based sales, our
total billings and revenue for such period will be negatively
impacted. These factors may also make it difficult to increase our
revenue in a given period through additional sales in the same
period.
In addition, due to the generally shorter terms of
subscription-based licenses, maintaining high customer renewal
rates and minimizing customer churn will become increasingly
important. Our subscription customers will have no obligation to
renew their subscriptions for our solutions after the expiration of
the subscription term, and may decide not to renew their
subscriptions, or to renew only for a portion of our solutions or
on pricing terms that are less favorable to us. Our customers’
renewal rates may decline or fluctuate as a result of a number of
factors, including their level of satisfaction with our solutions,
their ability to continue their operations and spending levels, the
pricing of our solutions and the availability of competing
solutions at the time of renewal or hardware refresh. We anticipate
that our subscription-based model will require us to dedicate
additional resources toward educating our existing and potential
customers as to the benefits of the subscription model and our
solutions generally, and to re-train our seasoned sales employees
on selling subscription-based licenses in order to maintain and
increase their productivity. As a result, our sales and marketing
costs may increase.
In addition, we have adjusted, and may in the future need to
further adjust, our go-to-market cost structure, particularly as it
relates to how we structure, effect, and compensate our sales
teams, including for renewal transactions, to become more efficient
as we transition to the subscription-based business model. If our
customers do not renew their subscriptions for our solutions,
demand pricing or other concessions prior to renewal, or if our
renewal rates fluctuate or decline, our total billings and revenue
will fluctuate or decline, and our business and financial results
will be negatively affected.
Additional risks associated with our transition to a
subscription-based business model include, but are not limited
to:
•if
current or prospective end customers prefer our historical product
offerings, adoption of our subscription-based model may not meet
our expectations, or may take longer to achieve than
anticipated;
•potential
confusion of or creation of concerns among current or prospective
end customers and channel partners, including concerns regarding
changes to our pricing models;
•we
may be unsuccessful in implementing or maintaining
subscription-based pricing models, or we may select a pricing model
that is not optimal and could negatively affect adoption, renewal
rates and our business results;
•our
end customers may shift purchases to our lower priced subscription
offerings, which could negatively affect our overall financial
results;
•when
purchasing multi-year term-based subscription licenses we may see
an increase in the number of customers who choose to pay for only
the first year of the applicable term upfront, which would
negatively impact our operating and free cash flows, potentially
significantly, and as a result we may need to raise additional
capital which we may not be able to do on terms favorable or
acceptable to us, or at all;
•our
relationships with existing channel partners that are accustomed to
selling our existing products may be damaged, and we may be
required to dedicate additional time and resources to educate our
channel partners about our transition, each of which may negatively
affect our business and financial results;
•our
sales employees may offer increased discounts and, if we are unable
to monitor, prevent and manage such discounting behavior
successfully and in a timely manner, our business and financial
results will be negatively affected;
•if
we are unsuccessful in adjusting our go-to-market cost structure,
or in doing so in a timely or cost-effective manner, we may incur
sales compensation costs at a higher than expected sales
compensation costs, particularly if the pace of our subscription
transition is faster than anticipated;
•we
may face additional and/or different financial reporting
obligations, which could increase the costs associated with our
financial reporting and investor relations activities;
•investors,
industry and financial analysts may have difficulty understanding
the shift in our business model, resulting in changes in analysts’
financial estimates or failure to meet investor
expectations.
Finally, there are many risks or uncertainties that may remain
unknown to us until we have gathered more information as part of
the transition. If we fail to anticipate these unknowns, whether
due to a lack of information, precedent or otherwise, or if we fail
to properly manage expected risks and/or execute on our transition
to a subscription-based business model, our business and operating
results, and our ability to accurately forecast our future
operating results, may be adversely affected.
If we fail to successfully execute on our plan to sell more cloud
services, which would be sold on a subscription basis over certain
contract periods, our results of operations could be adversely
affected.
We anticipate selling our products and services as cloud-based
offerings—which include offerings hosted on public cloud
infrastructure—on a subscription basis over certain contract
periods. This shift will require a considerable investment of
resources and will continue to divert resources and increase costs,
especially in cost of license and other revenues, in any given
period. We have also made, and intend to continue to make,
investments in the supporting infrastructure for such cloud-based
offerings that we host, and may not recoup the costs of such
investments. Such investments of resources may also not improve our
long-term growth and results of operations. Further, the increase
in some costs associated with our cloud-based services may be
difficult to predict over time, especially in light of our lack of
historical experience with the costs of delivering cloud-based
versions of our solutions.
This plan presents a number of risks to us including, but not
limited to, the following:
•arrangements
entered into on a ratable subscription basis may delay when we can
recognize revenue, even when compared to similar term-based
subscription sales, and can require up-front costs, which may be
significant;
•since
revenue is recognized ratably over the term of the customer
agreement, any decrease in customer purchases of our ratable
subscription-based products and services will not be fully
reflected in our operating results until future periods. This will
also make it difficult for us to increase our revenue through
additional ratable subscription sales in any given
period;
•cloud-based
ratable subscription arrangements are generally under short-term
agreements. Accordingly, our customers generally have no long-term
obligation to us and may cancel their subscription at any time,
even if our customers are satisfied with our cloud-based
subscription products; and
•there
is no assurance that the cloud-based solutions we offer on a
ratable subscription basis, including new products that we may
introduce, will receive broad marketplace acceptance.
If we fail to properly execute on our plan to sell more of our
products and services as cloud-based offerings on a ratable
subscription basis, our business and operating results may be
adversely affected, and the price of our common stock may
decline.
Revenue growth and increase in the market share of our current
product offerings depends on successful adoption of our
Mezzanine™
product offerings with our channel partners, which requires
sufficient sales, marketing and product development funding.
Our goal is to grow revenue from an increase in adoption of our
product offerings. If we cannot successfully gain adoption of our
Mezzanine™ product offerings through direct sales or our channel
partners, we may not be able to grow revenue and/or increase the
market share of our products. We cannot assure you that we will
have sufficient funds available to invest in sales and marketing
and continued product development in order to achieve revenue
growth.
We have a history of substantial net operating losses and we may
incur future net losses.
We reported substantial net losses in recent years. We may not be
able to achieve revenue growth or profitability or generate
positive cash flow on a quarterly or annual basis in the future. If
we do not achieve profitability in the future, the value of our
common stock may be adversely impacted, and we could have
difficulty obtaining capital to continue our
operations.
Our business activities may require additional financing that might
not be obtainable on acceptable terms, if at all, which could have
a material adverse effect on our financial condition, liquidity and
our ability to operate as a going concern in the future.
The consolidated financial statements in our Annual Report on Form
10-K for the year ended December 31, 2021 have been prepared
assuming that the Company will continue as a going concern. We have
experienced declines in revenue in recent fiscal years and we have
incurred net losses.
Our capital requirements in the future will continue to depend on
numerous factors, including the timing and amount of revenue,
customer renewal rates and the timing of collection of outstanding
accounts receivable, in each case particularly as it relates to our
major customers, the expense to deliver services, expense for sales
and marketing, expense for research and development, capital
expenditures, and the cost involved in protecting intellectual
property rights. We expect to continue to invest in product
development and sales and marketing expenses with the goal of
growing the Company’s revenue in the future. The Company believes
that, based on our current projection of revenue, expenses, capital
expenditures, and cash flows, it will not have sufficient resources
to fund its operations for the next twelve months following the
filing of this Report. We believe additional capital will be
required to fund operations and provide growth capital including
investments in technology, product development and sales and
marketing. To access capital to fund operations or provide growth
capital, we will need to raise capital in one or more debt and/or
equity offerings. There can be no assurance that we will be
successful in raising necessary capital or that any such offering
will be on terms acceptable to the Company. If we are unable to
raise additional capital that may be needed on terms acceptable to
us, it could have a material adverse effect on the Company. The
factors discussed above
raise substantial doubt as to our ability to continue as a going
concern. The accompanying consolidated financial statements do not
include any adjustments that might result from these
uncertainties.
If we fail to achieve broad market acceptance on a timely basis, we
will not be able to compete effectively, and we will likely
experience continued declines in revenue and lower gross
margins.
We operate in a highly competitive, quickly changing environment,
and our future success depends on our ability to develop or
acquire, and introduce, new products that achieve broad market
acceptance. Our future success will depend in large part upon our
ability to identify demand trends in the markets in which we
operate, and to quickly develop or acquire, and build and sell
products that satisfy these demands in a cost-effective manner. In
order to differentiate our products from our competitors’ products,
we must increase our focus and capital investment in research and
development. If our products do not achieve widespread market
acceptance, or if we are unsuccessful in capitalizing on market
opportunities, our future growth may be slowed and our financial
results could be harmed. Also, as the mix of our business
increasingly includes new products and services that require
additional investment, this shift may adversely impact our margins,
at least in the near-term. Successfully predicting demand trends is
difficult, and it is very difficult to predict the effect that
introducing a new product will have on existing product sales. We
will also need to respond effectively to new product announcements
by our competitors by quickly introducing competitive
products.
In addition, we may not be able to successfully manage integration
of any new product lines with our existing products. Selling new
product lines in new markets will require our management to explore
different strategies in order to be successful. We may be
unsuccessful in launching a new product line in new markets that
requires management of new suppliers, potential new customers and
new business models. Our management may not have the experience of
selling in these new markets and we may not be able to grow our
business as planned. If we are unable to effectively and
successfully further develop these new product lines, we may not be
able to achieve our desired sales targets and our gross margins may
be adversely affected.
We may experience delays and quality issues in releasing new
products, which could result in lower quarterly revenue than
expected. In addition, we may experience product introductions that
fall short of our projected rates of market adoption. Any future
delays in product development and introduction, or product
introductions that do not meet broad market acceptance, or
unsuccessful launches of new product lines could result
in:
•loss
of or delay in revenue and loss of market share;
•negative
publicity and damage to our reputation and brand;
•a
decline in the average selling price of our products;
and
•adverse
reactions in our sales channels.
Additionally, our level of product gross margins could decline in
future periods due to adverse impacts from other factors
including:
•Changes
in customer, geographic or product mix, including mix of
configurations within each product group;
•Introduction
of new products, including products with price-performance
advantages, and new business models including the transformation of
our business to deliver more software and subscription
offerings;
•Our
ability to reduce production costs;
•Entry
into new markets or growth in lower margin markets, including
markets with different pricing and cost structures, through
acquisitions or internal development;
•Sales
discounts;
•Increases
in material, labor or other manufacturing-related costs, which
could be significant especially during periods of supply
constraints such as those impacting the market for memory
components;
•Excess
inventory, inventory holding charges and obsolescence
charges;
•Changes
in shipment volume;
•The
timing of revenue recognition and revenue deferrals;
•Increased
cost (including those caused by tariffs), loss of cost savings or
dilution of savings due to changes in component pricing or charges
incurred due to inventory holding periods if parts ordering does
not correctly anticipate product demand or if the financial health
of either contract manufacturers or suppliers
deteriorates;
•Lower
than expected benefits from value engineering;
•Increased
price competition;
•Changes
in distribution channels;
•Increased
warranty or royalty costs;
•Increased
amortization of purchased intangible assets; and
•Our
success in executing on our strategy and operating
plans.
If we cannot successfully introduce new product lines, either
through rapid innovation or acquisition of new products or product
lines, we may not be able to maintain or increase the market share
of our products. In addition, if we are unable to successfully
introduce or acquire new products with higher gross margins, or if
we are unable to improve the margins on our existing product lines,
our revenue and overall gross margin will likely
decline.
Product quality problems could lead to reduced revenue, gross
margins and higher net losses.
We produce highly complex products that incorporate leading-edge
technology, including both hardware and software. Software
typically contains bugs that can unexpectedly interfere with
expected operations. There can be no assurance that our
pre-shipment testing programs will be adequate to detect all
defects, either ones in individual products or ones that could
affect numerous shipments, which might interfere with customer
satisfaction, reduce sales opportunities or affect gross margins.
From time to time, we have had to replace certain components and
provide remediation in response to the discovery of defects or bugs
in products that we had shipped. There can be no assurance that
such remediation, depending on the product involved, would not have
a material impact. An inability to cure a product defect could
result in the failure of a product line, temporary or permanent
withdrawal from a product or market, damage to our reputation,
inventory costs or product reengineering expenses, any of which
could have a material impact on our revenue, margins and net
loss.
We depend upon the development of new products and services, and
enhancements to existing products and services, and if we fail to
predict and respond to emerging technological trends and customer’s
changing needs, our operating result may suffer.
The markets for our products and services are characterized by
rapidly changing technology, evolving industry standards and new
product and service introductions. Our operating results depend on
our ability to develop and introduce new products and services into
existing and emerging markets and to reduce the production costs of
existing products. If customers do not purchase and/or renew our
offerings, our business could be harmed. The process of developing
new technology related to market transitions—such as collaboration,
digital transformation, and cloud—is complex and uncertain, and if
we fail to accurately predict customers’ changing needs and
emerging technological trends our business could be harmed. We must
commit significant resources, including the investments we have
been making in our strategic priorities to developing new products
and services before knowing whether our investments will result in
products and services the market will accept. In particular, if our
modeled evolution from on-premises products to hybrid and,
ultimately, SaaS consumption of our flagship Mezzanine™ products
does not emerge as we believe it will, or if the industry does not
evolve as we believe it will, or if our strategy for addressing
this evolution is not successful, many of our strategic initiatives
and investments may be of no or limited value. Similarly, our
business could be harmed if we fail to develop, or fail to develop
in a timely fashion, offerings to address other market transitions,
or if the offerings addressing these other transitions that
ultimately succeed are based on technology, or an approach to
technology, different from ours. In addition, our business could be
adversely affected in periods surrounding our new product
introductions if customers delay purchasing decisions to qualify or
otherwise evaluate new product offerings.
We have also been transforming our business to move from selling
individual products and services generally consumed in conventional
commercial conference rooms to selling products and services
integrated into architectures and solutions, and we are seeking to
meet the evolving needs of customers which include offering our
products and solutions in the manner in which customers wish to
consume them. As a part of this transformation, we continue to make
changes to how we are organized and how we build and deliver our
technology, including changes in our business models with
customers. If our strategy for addressing our customer needs, or
the architectures and solutions we develop do not meet those needs,
or the changes we are making in how we are organized and how we
build and deliver our technology is incorrect or ineffective, we
may not be able to achieve our customer adoption and revenue goals,
in connection with which our operating results and financial
condition may be negatively affected.
Furthermore, we may not execute successfully on our vision or
strategy because of challenges with regard to product planning and
timing, technical hurdles that we fail to overcome in a timely
fashion, or a lack of appropriate resources. This could result in
competitors, some of which may also be our partners, providing
those solutions before we do and loss of market share, revenue and
earnings. In addition, the growth in demand for technology
delivered as a service enables new competitors to enter the market.
The success of new products and services depends on several
factors, including proper new product and service definition,
component costs, timely completion and introduction of these
products and services, differentiation of new products and services
from those of our competitors, and market acceptance of these
products and services. There can be no assurance that we will
successfully identify new product and services opportunities,
develop and bring new products and services to market in a timely
manner, or achieve market acceptance of our products and services
or that products, services and technologies developed by others
will not render our products, services or technologies obsolete or
noncompetitive.
Our success depends on our ability to recruit and retain adequate
engineering talent.
The market for our products and services are characterized by
rapidly changing technology. The pressure to innovate and stay
ahead of our competitors requires an investment in talent.
Specifically, competing successfully in this market depends on our
ability to recruit and retain adequate
engineering talent. Because of the competitive nature of this
industry, this can prove a challenge. Failure to recruit and retain
adequate talent could negatively impact our ability to keep up with
the rapidly changing technology.
Our success is highly dependent on the evolution of our overall
market and on general economic conditions.
The market for collaboration technology and services is evolving
rapidly. Although certain industry analysts project significant
growth for this market, their projections may not be realized. Our
future growth depends on broad acceptance and adoption of
collaboration technologies and services. In addition, as we
continue to develop new solutions designed to address new market
demands, such as our Mezzanine™ product offerings, sales of our
solutions will in part depend on capturing new spending in these
markets, including cloud services. There can be no assurance that
this market will grow, that our offerings will be adopted or that
businesses will purchase our collaboration technologies and
services. If we are unable to react quickly to changes in the
market, if the market fails to develop or develops more slowly than
expected, or if our services do not achieve market acceptance, then
we are unlikely to achieve profitability. Additionally, adverse
economic conditions may cause a decline in business and consumer
spending which could adversely affect our business and financial
performance.
Changes in industry structure and market conditions could lead to
charges related to discontinuances of certain of our products or
businesses, asset impairments and workforce reductions or
restructurings.
In response to changes in industry and market conditions, we may be
required to strategically realign our resources and to consider
restructuring, disposing of or otherwise exiting businesses. Any
resource realignment, or decision to limit investment in or dispose
of or otherwise exit businesses, may result in the recording of
special charges, such as inventory and technology-related
write-offs, workforce reduction or restructuring costs, charges
relating to consolidation of excess facilities, or claims from
third parties who were resellers or users of discontinued products.
Our estimates with respect to the useful life or ultimate
recoverability of our carrying basis of assets, including goodwill
and intangible assets, could change as a result of such assessments
and decisions. Although in certain instances our supply agreements
allow us the option to cancel, reschedule and adjust our
requirements based on our business needs prior to firm orders being
placed, our loss contingencies may include liabilities for
contracts that we cannot cancel with contract manufacturers and
suppliers.
The markets in which we compete are intensely competitive, which
could adversely affect our achievement of revenue growth.
The markets in which we compete are characterized by rapid change,
converging technologies and a migration to collaboration solutions
that offer relative advantages. These market factors represent a
competitive threat to us. We compete with numerous vendors in each
product category. The overall number of our competitors providing
niche product solutions may increase. Also, the identity and
composition of competitors may change as we increase our activity
in newer product areas, and in key priority and growth areas. In
addition, the growth in demand for technology delivered as a
service enables new competitors to enter the market. As we continue
to expand globally, we may see new competition in different
geographic regions.
The collaboration industry is highly competitive and includes
large, well-financed participants. Some of our competitors compete
across many of our product lines, while others are primarily
focused in a specific product area. In addition, many of our
competitor organizations have substantially greater financial and
other resources, including technical and engineering resources,
than we do, furnish some of the same services provided by us, and
have established relationships with major corporate customers that
have policies of purchasing directly from them. Our competitors
offer services similar both on a bundled and unbundled basis,
creating a highly competitive environment with pressure on pricing
of such services. Barriers to entry are relatively low, and new
ventures to create products that do or could compete with our
products are regularly formed. We believe that as the demand for
collaboration technologies continues to increase, additional
competitors, many of which may have greater resources than us, will
continue to enter this market. Additionally, as we expand into new
markets, we will face competition not only from our existing
competitors but also from other competitors, including existing
companies with strong technological, marketing and sales positions
in those markets.
The principal competitive factors in the markets in which we
presently compete and may compete in the future include the ability
to sell successful business outcomes; product performance; price;
the ability to introduce new products, including providing
continuous new customer value and products with price-performance
advantages; the ability to reduce production costs; the ability to
provide value-added features such as security, reliability and
investment protection; conformance to standards; market presence;
the ability to provide financing; and disruptive technology shifts
and new business models.
Industry consolidation may lead to increased competition and may
harm our operating results.
There is a continuing trend toward industry consolidation in our
markets. We expect this trend to continue as companies attempt to
strengthen or hold their market positions in an evolving industry
and as companies are acquired or are unable to continue 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. We 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. Furthermore, particularly in the service provider
market, rapid consolidation will lead to fewer customers, with the
effect that loss of a major customer could have a material impact
on results.
We rely on a limited number of customers for a significant portion
of our revenue, and the loss of any one of those customers, or
several of our smaller customers, could materially harm our
business.
A significant portion of our revenue is generated from a limited
number of customers. For the year ended December 31, 2021, one
major customer accounted for 34.7% of the Company’s total
consolidated revenue. The composition of our significant customers
will vary from period-to-period and we expect that most of our
revenue will continue, for the foreseeable future, to come from a
relatively small number of customers. Consequently, our financial
results may fluctuate significantly from period-to-period based on
the actions of one or more significant customers. A customer may
take actions that affect the Company for reasons that we cannot
anticipate or control, such as reasons related to the customer’s
financial condition, changes in the customer’s business strategy or
operations, changes in technology and the introduction of
alternative competing products, or as the result of the perceived
quality or cost-effectiveness of our products. Our agreements with
these customers may be canceled if we materially breach the
agreement or for other reasons outside of our control such as
insolvency or financial hardship that may result in a customer
filing for bankruptcy court protection against unsecured creditors.
In addition, our customers may seek to renegotiate the terms of
current agreements or renewals. The loss of or a reduction in sales
or anticipated sales to our most significant or several of our
smaller customers could have a material adverse effect on our
business, financial condition and results of
operations.
Any system failures or interruptions may cause loss of
customers.
Our success depends, in part, on the seamless, uninterrupted
operation of our managed service offerings. As the complexity and
volume continue to increase, we will face increasing demands and
challenges in managing them. Any prolonged failure of these
services or other systems or hardware that cause significant
interruptions to our operations could seriously damage our
reputation and result in customer attrition and financial
loss.
There is limited market awareness of our services.
Our future success will be dependent in significant part on our
ability to generate demand for our collaboration technologies and
services. To this end, our direct marketing and indirect sales
operations must increase market awareness of our service offerings
to generate increased revenue. We have limited sales and marketing
resources. Our products and services require a sophisticated sales
effort targeted at the senior management of our prospective
customers. If we were to hire new employees in sales and marketing,
those employees will require training and take time to achieve full
productivity. We cannot be certain that our new hires will become
as productive as necessary or that we will be able to hire enough
qualified individuals or retain existing employees in the future.
In June 2019, Oblong Industries entered into a sales channel
partner agreement with Cisco Systems, Inc. As a result, the family
of Mezzanine™ product offerings became available globally on the
Cisco Global Price List as a part of the Cisco SolutionsPlus
Program. This program allows Cisco’s customers and channel partners
to purchase Mezzanine™ through Cisco’s Global Price List to
streamline the ordering process. There can be no assurance that we
will generate significant sales through the Cisco channel program
or that our cloud-based products and services will be included in
this, or similar, channels. We cannot be certain that we will be
successful in our efforts to market and sell our products and
services, and, if we are not successful in building market
awareness and generating increased sales, future results of
operations will be adversely affected.
If we do not effectively compose, structure and compensate our
sales force to focus on the end customers and activities that will
primarily drive our growth strategy, our business will be adversely
affected.
As indicated above, our growth is dependent in large part on the
success of our sales force and in particular our ability to
structure our sales force and sales compensation in a way that
aligns with our growth strategy. As part of our efforts to
appropriately structure and compensate our sales force such that
their incentives are properly aligned with our growth strategy, we
have made changes to our sales processes, sales segmentation and
leadership structures for our sales teams and may need to make
additional changes in the future. Such changes may take longer than
anticipated to successfully implement, and we may not be able to
realize the full benefits thereof, which may have a material
adverse impact on our sales productivity as well as our business
and operational results generally. In particular, as indicated
above, our growth continues to be substantially dependent on our
ability to increase our sales to large enterprises, particularly
when those sales result in large orders for our solutions.
Competition for sales employees who have the knowledge and
experience necessary to effectively penetrate major enterprise
accounts is fierce, and we may not be successful in hiring such
employees, or hiring them on the timelines we anticipate, which
will negatively impact our ability to target and penetrate major
enterprise accounts. In addition, we anticipate that the sales
cycles associated with major accounts will be longer than our
traditional sales cycles, which will increase the time it will take
our sales managers to become fully productive. In addition, as our
organization continues to focus on major accounts and large deals,
the productivity of our traditional sales teams may be
impacted.
As we continue with this transition to a subscription-based
business model, we expect to adjust the compensation structure of
our sales force, particularly as it relates to how we compensate
our sales teams for sales of cloud services. These segmentation
projects, business model transitions and compensation structure
changes may lead to fluctuations in sales productivity that will
make it more difficult to accurately project our operating results
or plan for future growth. If we are unable to effectively manage
these changes or implement new sales structures in a timely manner,
or if our decision to segment our sales force is not successful in
obtaining large sales of our solutions, our growth and ability to
achieve long-term projections may be negatively impacted, and our
business and operating results will be adversely
affected.
Our ability to sell our solutions is dependent in part on ease of
use and the quality of our technical support, and any failure to
offer high-quality technical support would harm our business,
operating results and financial condition.
Once our solutions are deployed, our end customers depend on our
support organization to resolve any technical issues relating to
our solutions. Furthermore, because of the emerging nature of our
solutions, our support organization often provides support for and
troubleshoots issues for products of other vendors running on our
solutions, even if the issue is unrelated to our solutions. There
is no assurance that we can solve issues unrelated to our
solutions, or that vendors whose products run on our solutions will
not challenge our provision of technical assistance to their
products. Our ability to provide effective support is largely
dependent on our ability to attract, train and retain personnel who
are not only qualified to support our solutions, but also well
versed in some of the primary applications and hypervisors that our
end customers run on our solutions. Furthermore, as we expand our
operations internationally, our support organization will face
additional challenges, including those associated with delivering
support, training and documentation in languages other than
English. In addition, as we continue to expand our product
portfolio to include additional solutions our ability to provide
high-quality support will become more difficult and will involve
more complexity. Any failure to maintain high-quality installation
and technical support, or a market perception that we do not
maintain high-quality support, could harm our reputation and brand,
adversely affect our ability to sell our solutions to existing and
prospective end customers, and could harm our business, operating
results and financial condition.
We rely on third-party software that may be difficult to replace or
may not perform adequately.
We integrate third-party licensed software components into our
technology infrastructure in order to provide our services. This
software may not continue to be available on commercially
reasonable terms or pricing or may fail to continue to be updated
to remain competitive. The loss of the right to use this
third-party software may increase our expenses or impact the
provisioning of our services. The failure of this third-party
software could materially impact the performance of our services
and may cause material harm to our business or results of
operations.
We depend upon our network providers and facilities
infrastructure.
Our success depends upon our ability to implement, expand and adapt
our network infrastructure and support services to accommodate an
increasing amount of video traffic and evolving customer
requirements at an acceptable cost. This has required and will
continue to require that we enter into agreements with providers of
infrastructure capacity, equipment, facilities and support services
on an ongoing basis. We cannot ensure that any of these agreements
can be obtained on satisfactory terms and conditions. We also
anticipate that future expansions and adaptations of our network
infrastructure facilities may be necessary in order to respond to
growth in the number of customers served.
A significant portion of our sales are through distribution
channels including both system integrators and channel partners
(collectively the “Service Providers”) which have been difficult to
project and, particularly volatile during the pandemic. Weakness in
orders from our distribution channels may harm our operating
results and financial condition.
Sales to the Service Providers have been characterized by large and
sporadic purchases, in addition to longer sales cycles. Product
orders by the Service Providers decreased during 2021 and at
various times in the past we have experienced significant weakness
in product orders from Service Providers. Product orders from the
Service Providers could continue to decline and, as has been the
case in the past, such weakness could persist over extended periods
of time given fluctuating market conditions. Sales activity in this
industry depends upon the stage of completion of expanding network
infrastructures; the availability of funding; and the extent to
which service providers are affected by regulatory, economic, and
business conditions in the country of operations. Weakness in
orders from this industry, including as a result of any slowdown in
capital expenditures by service providers (which may be more
prevalent during a global economic downturn, or periods of
economic, political or regulatory uncertainty), could have a
material adverse effect on our business, operating results, and
financial condition. Such slowdowns may continue or recur in future
periods. Orders from this industry could decline for many reasons
other than the competitiveness of our products and services within
their respective markets. For example, in the past, many of our
Service Providers’ customers have been materially and adversely
affected by slowdowns in the general economy, by overcapacity, by
changes in the Service Providers’ market, by regulatory
developments, and by constraints on capital availability, resulting
in business failures and substantial reductions in spending and
expansion plans. These conditions have materially harmed our
business and operating results in the past, and could affect our
business and operating results in any future period. Finally, our
Service Providers’ customers typically have longer implementation
cycles; require a broader range of services, including design
services; demand that vendors take on a larger share of risks;
often require acceptance provisions, which can lead to a delay
in
revenue recognition; and expect financing from vendors. All these
factors can add further risk to business conducted with Service
Providers.
Disruption of or changes in our distribution model could harm our
sales and margins.
If we fail to manage distribution of our products and services
properly, or if our Service Providers’ financial condition or
operations weaken, our revenue and gross margins could be adversely
affected. A significant portion of our products and services are
sold through our distribution channels, and the remainder is sold
through direct sales. Our distribution channels include systems
integrators, channel partners, other resellers, and distributors.
Systems integrators and channel partners typically sell directly to
end users and often provide system installation, technical support,
professional services, and other support services in addition to
network equipment sales. Systems integrators also typically
integrate our products into an overall solution, and a number of
service providers are also systems integrators. Distributors stock
inventory and typically sell to systems integrators, channel
partners, and other resellers. We refer to sales through
distributors as two-tier system of sales to the end customer. If
sales through indirect channels increase, this may lead to greater
difficulty in forecasting the mix of our products and, to a degree,
the timing of orders from our customers.
Historically, we have seen fluctuations in our gross margins based
on changes in the balance of our distribution channels. There can
be no assurance that changes in the balance of our distribution
model in future periods would not have an adverse effect on our
gross margins and profitability. Some factors could result in
disruption of or changes in our distribution model, which could
harm our sales and margins, including the following: competition
with some of our Service Providers, including through our direct
sales, which may lead these channel partners to use other suppliers
that do not directly sell their own products or otherwise compete
with them; some of our Service Providers may demand that we absorb
a greater share of the risks that their customers may ask them to
bear; some of our Service Providers may have insufficient financial
resources and may not be able to withstand changes and challenges
in business conditions; and revenue from indirect sales could
suffer if our distributors’ financial condition or operations
weaken. In addition, we depend on our Service Providers globally to
comply with applicable regulatory requirements. To the extent that
they fail to do so, that could have a material adverse effect on
our business, operating results, and financial
condition.
Inventory management relating to our sales to our two-tier
distribution channel is complex, and excess inventory may harm our
gross margins.
We must manage inventory relating to sales to our distributors
effectively, because inventory held by them could affect our
results of operations. Our distributors may increase orders during
periods of product shortages, cancel orders if their inventory is
too high, or delay orders in anticipation of new products. They
also may adjust their orders in response to the supply of our
products and the products of our competitors that are available to
them, and in response to seasonal fluctuations in end-user demand.
Certain of our distributors generally request business terms that
allow them to return a portion of inventory, receive credits for
changes in selling price, and participate in various cooperative
marketing programs. Inventory management remains an area of focus
as we balance the need to maintain strategic inventory levels to
ensure competitive lead times against the risk of inventory
obsolescence because of rapidly changing technology and customer
requirements. When facing component supply-related challenges, we
have increased our efforts in procuring components in order to meet
customer expectations. If we ultimately determine that we have
excess inventory, we may have to reduce our prices and write down
inventory, which in turn could result in lower gross
margins.
We may experience material disconnections and/or reductions in the
prices of our services and may not be able to replace the loss of
revenues.
Historically, we have experienced both significant disconnections
of services and also reductions in the prices of our services. We
endeavor to obtain long-term commitments from new customers, as
well as expand our relationships with current customers. The
disconnection of services by our significant customers or by
several of our smaller customers could have a material adverse
effect on our business, financial condition and results of
operations. Service contract durations and termination liabilities
are defined within the terms and conditions of the Company’s
agreements with our customers. Termination of services in our
existing agreements typically require a minimum of 30 days’ notice
and are subject to early termination penalties equal to the amount
of accrued and unpaid charges including the remaining term length
multiplied by any fixed monthly fees. The standard form of service
agreement with us includes an auto-renewal clause at the end of
each term if the customer does not choose to terminate service at
that time. Certain customers and partners negotiate master
agreements with custom termination liabilities that differ from our
standard form of service agreement.
We are exposed to the credit and other counterparty risk of our
customers in the ordinary course of our business.
Our customers have varying degrees of creditworthiness, and we may
not always be able to fully anticipate or detect deterioration in
their creditworthiness and overall financial condition, which could
expose us to an increased risk of nonpayment under our contracts
with them. In the event that a material customer or customers
default on their payment obligations to us, discontinue buying
services from us or use their buying power with us to reduce its
revenue, this could materially adversely affect our financial
condition, results of operations or cash flows.
Failure to retain and recruit key personnel would harm our ability
to meet key objectives.
We have attracted a highly skilled management team and specialized
workforce. Our future success is dependent in part on our ability
to attract and retain highly skilled technical, managerial, sales
and marketing personnel. Competition for these personnel is
intense. Our inability to hire qualified personnel on a timely
basis, or the departure of key employees (including Peter Holst,
the Company’s President and CEO) without a suitable replacement
therefor could materially and adversely affect our business
development and therefore, our business, prospects, results of
operations and financial condition. Stock incentive plans are
designed to reward employees for their long-term contributions and
provide incentives for them to remain with us. Volatility or lack
of positive performance in our stock price or equity incentive
awards, or changes to our overall compensation program, including
our stock incentive program, resulting from the management of share
dilution and share-based compensation expense or otherwise, may
also adversely affect our ability to retain key employees. As a
result of one or more of these factors, we may increase our hiring
in geographic areas outside the United States, which could subject
us to additional geopolitical and exchange rate risk. The loss of
services of any of our key personnel; the inability to retain and
attract qualified personnel in the future; or delays in hiring
required personnel, particularly engineering and sales personnel,
could make it difficult to meet key objectives, such as timely and
effective product introductions. In addition, companies in our
industry whose employees accept positions with competitors
frequently claim that competitors have engaged in improper hiring
practices. We have received these claims in the past and may
receive additional claims to this effect in the
future.
Supply chain issues, including financial problems of contract
manufacturers or component suppliers, or a shortage of adequate
component supply or manufacturing capacity that increase our costs
or cause a delay in our ability to fulfill orders, could have an
adverse impact on our business and operating results, and our
failure to estimate customer demand properly may result in excess
or obsolete component supply, which could adversely affect our
gross margins.
We rely on other companies to supply some components of our
Mezzanine™
products and of our network infrastructure and the means to access
our network. Certain products and services that we resell and
certain components that we require are available only from limited
sources. We could be adversely affected if such sources were to
become unavailable to us on commercially reasonable terms. We
cannot ensure that, on an ongoing basis, we will be able to obtain
third-party services cost-effectively and on the scale and within
the time frames that we require, if at all. Failure to obtain or to
continue to make use of such third-party services would have a
material adverse effect on our business, financial condition and
results of operations. The fact that we do not own or operate
manufacturing facilities and that we are reliant on our supply
chain could have an adverse impact on the supply of our products
and on our business and operating results. Financial problems of
either contract manufacturers or component suppliers, reservation
of manufacturing capacity at our contract manufacturers by other
companies, and industry consolidation occurring within one or more
component supplier markets, such as the semiconductor market, in
each case, could either limit supply or increase
costs.
A reduction or interruption in supply, including disruptions on our
global supply chain as a result of the COVID-19 pandemic; a
significant increase in the price of one or more components; a
failure to adequately authorize procurement of inventory by our
contract manufacturers; a failure to appropriately cancel,
reschedule or adjust our requirements based on our business needs;
or a decrease in demand for our products could materially adversely
affect our business, operating results and financial condition and
could materially damage customer relationships. Furthermore, as a
result of binding price or purchase commitments with suppliers, we
may be obligated to purchase components at prices that are higher
than those available in the current market. In the event that we
become committed to purchase components at prices in excess of the
current market price when the components are actually used, our
gross margins could decrease. We have experienced longer than
normal lead times in the past 12 months. In addition, vendors may
be under pressure to allocate product to certain customers for
business, regulatory or political reasons, and/or demand changes in
agreed pricing as a condition of supply. Although we have generally
secured additional supply or taken other mitigation actions when
significant disruptions have occurred, if similar situations occur
in the future or if we are unsuccessful in our mitigation efforts,
they could have a material adverse effect on our business, results
of operations, and financial condition.
Our growth and ability to meet customer demands depend in part on
our ability to obtain timely deliveries of parts from our suppliers
and contract manufacturers. We have experienced component shortages
in the past, including shortages caused by manufacturing process
issues, that have affected our operations. We may in the future
experience a shortage of certain component parts as a result of our
own manufacturing issues, manufacturing issues at our suppliers or
contract manufacturers, capacity problems experienced by our
suppliers or contract manufacturers including capacity or cost
problems resulting from industry consolidation, or strong demand
for those parts. Growth in the economy is likely to create greater
pressures on us and our suppliers to accurately project overall
component demand and component demands within specific product
categories and to establish optimal component levels and
manufacturing capacity, especially for labor-intensive components,
components for which we purchase a substantial portion of the
supply, or the re-ramping of manufacturing capacity for highly
complex products. During periods of shortages or delays the price
of components may increase, or the components may not be available
at all, and we may also encounter shortages if we do not accurately
anticipate our needs. We may not be able to secure
enough
components at reasonable prices or of acceptable quality to build
new products in a timely manner in the quantities or configurations
needed. Accordingly, our revenue and gross margins could suffer
until other sources can be developed.
Our operating results would also be adversely affected if,
anticipating greater demand than actually develops, we commit to
the purchase of more components than we need, which is more likely
to occur in a period of demand uncertainties such as we are
currently experiencing. There can be no assurance that we will not
encounter these problems in the future. Although in many cases we
use standard parts and components for our products, certain
components are presently available only from a single source or
limited sources, and a global economic downturn and related market
uncertainty could negatively impact the availability of components
from one or more of these sources, especially during times such as
we have recently seen when there are supplier constraints based on
labor and other actions taken during economic downturns. We may not
be able to diversify sources in a timely manner, which could harm
our ability to deliver products to customers and seriously impact
present and future sales.
We believe that we may be faced with the following challenges in
the future: new markets in which we participate may grow quickly,
which may make it difficult to quickly obtain significant component
capacity; as we acquire companies and new technologies, we may be
dependent on unfamiliar supply chains or relatively small supply
partners; and we face competition for certain components that are
supply-constrained, from existing competitors, and companies in
other markets.
Manufacturing capacity and component supply constraints could
continue to be significant issues for us. We purchase components
from a variety of suppliers and use several contract manufacturers
to provide manufacturing services for our products. During the
normal course of business, in order to improve manufacturing
lead-time performance and to help ensure adequate component supply,
we enter into agreements with contract manufacturers and suppliers
that either allow them to procure inventory based upon criteria as
defined by us or that establish the parameters defining our
requirements. In certain instances, these agreements allow us the
option to cancel, reschedule, and adjust our requirements based on
our business needs prior to firm orders being placed. When facing
component supply-related challenges we have increased our efforts
in procuring components in order to meet customer expectations,
which in turn contributes to an increase in purchase commitments.
Increases in our purchase commitments to shorten lead times could
also lead to excess and obsolete inventory charges if the demand
for our products is less than our expectations. If we fail to
anticipate customer demand properly, an oversupply of parts could
result in excess or obsolete components that could adversely affect
our gross margins.
Over the long term we intend to invest in engineering, sales,
service and marketing activities, and in key priority and growth
areas, and these investments may achieve delayed, or lower than
expected, benefits which could harm our operating results.
While we intend to focus on managing our costs and expenses, over
the long term, we also intend to invest in personnel and other
resources related to our engineering, sales, service and marketing
functions as we realign on and dedicate resources on key priority
and growth areas. We are likely to recognize the costs associated
with these investments earlier than some of the anticipated
benefits, and the return on these investments may be lower, or may
develop more slowly, than we expect. If we do not achieve the
benefits anticipated from these investments (including if our
selection of areas for investment does not play out as we expect),
or if the achievement of these benefits is delayed, our operating
results may be adversely affected.
We have made and may continue to make acquisitions that could
disrupt our operations and harm our operating results.
Our growth depends upon market growth, our ability to enhance our
existing products, and our ability to introduce new products on a
timely basis. We intend to continue to address the need to develop
new products and enhance existing products through acquisitions of
other companies, product lines, technologies and personnel.
Acquisitions involve numerous risks, including the
following:
•Difficulties
in integrating the operations, systems, technologies, products and
personnel of the acquired companies, particularly companies with
large and widespread operations and/or complex
products
•Diversion
of management’s attention from normal daily operations of the
business and the challenges of managing larger and more widespread
operations resulting from acquisitions
•Potential
difficulties in completing projects associated with in-process
research and development intangibles
•Difficulties
in entering markets in which we have no or limited direct prior
experience and where competitors in such markets have stronger
market positions
•Initial
dependence on unfamiliar supply chains or relatively small supply
partners
•Insufficient
revenue to offset increased expenses associated with acquisitions;
and
•The
potential loss of key employees, customers, distributors, vendors
and other business partners of the companies we acquire following
and continuing after announcement of acquisition plans
Acquisitions may also cause us to:
•Issue
common stock that would dilute our current shareholders’ percentage
ownership;
•Use
a substantial portion of our cash resources, or incur
debt;
•Significantly
increase our interest expense, leverage and debt service
requirements if we incur additional debt to pay for an
acquisition;
•Assume
liabilities;
•Record
goodwill and intangible assets that are subject to impairment
testing on a regular basis and potential periodic impairment
charges’
•Incur
amortization expenses related to certain intangible
assets;
•Incur
tax expenses related to the effect of acquisitions on our
legal structure;
•Incur
large write-offs and restructuring and other related expenses;
or
•Become
subject to intellectual property or other
litigation.
Mergers and acquisitions of high-technology companies are
inherently risky and subject to many factors outside of our
control, and no assurance can be given that our previous or future
acquisitions will be successful and will not materially adversely
affect our business, operating results or financial condition.
Failure to manage and successfully integrate acquisitions could
materially harm our business and operating results. Prior
acquisitions have resulted in a wide range of outcomes, from
successful introduction of new products and technologies to a
failure to do so. Even when an acquired company has already
developed and marketed products, there can be no assurance that
product enhancements will be made in a timely fashion or that
pre-acquisition due diligence will have identified all possible
issues that might arise with respect to such products. In addition,
our effective tax rate for future periods is uncertain and could be
impacted by mergers and acquisitions. Risks related to new product
development also apply to acquisitions.
If our actual liability for sales and use taxes and federal
regulatory fees is different from our accrued liability, it could
have a material impact on our financial condition.
Each state has different rules and regulations governing sales and
use taxes, and these rules and regulations are subject to varying
interpretations that may change over time. We review these rules
and regulations periodically and, when we believe our services are
subject to sales and use taxes in a particular state, we
voluntarily engage state tax authorities in order to determine how
to comply with their rules and regulations. Vendors of services,
like us, are typically held responsible by taxing authorities for
the collection and payment of any applicable sales taxes and
federal fees. If one or more taxing authorities determines that
taxes should have, but have not, been paid with respect to our
services, we may be liable for past taxes in addition to taxes
going forward. Liability for past taxes may also include very
substantial interest and penalty charges. Our customer contracts
provide that our customers must pay all applicable sales taxes and
fees. Nevertheless, customers may be reluctant to pay back taxes
and may refuse responsibility for interest or penalties associated
with those taxes. If we are required to collect and pay back taxes
and the associated interest and penalties, and if our customers
fail or refuse to reimburse us for all or a portion of these
amounts, we will have incurred unplanned expenses that may be
substantial. Moreover, imposition of such taxes on our services
going forward will effectively increase the cost of such services
to our customers and may adversely affect our ability to retain
existing customers or to gain new customers in the areas in which
such taxes are imposed. We may also become subject to tax audits or
similar procedures in states where we already pay sales and use
taxes. The assessment of taxes, interest, and penalties as a result
of audits, litigation, or otherwise could be materially adverse to
our current and future results of operations and financial
condition.
Risks Related to Cybersecurity and Regulations
Cyber-attacks, data breaches or malware may disrupt our business
operations, result in the loss of critical and confidential
information, harm our operating results and financial condition,
and damage our reputation; and cyber-attacks or data breaches on
our customers’ networks, or in cloud-based services provided by or
enabled by us, could result in claims of liability against us,
damage our reputation or otherwise harm our business.
In the ordinary course of providing video communications services,
we transmit sensitive and proprietary information of our customers.
We are dependent on the proper function, availability and security
of our information systems, including without limitation those
systems utilized in our operations. We have undertaken measures to
protect the safety and security of our information systems and the
data maintained within those systems, and on an annual basis, we
test the adequacy of our security measures.
Despite our implementation of security measures,
there can be no assurance our safety and security measures will
detect and prevent security breaches in a timely manner or
otherwise prevent damage or interruption of our systems and
operations. The
products and services we sell to customers, and our servers, data
centers and the cloud-based solutions on which our data, and data
of our customers, suppliers and business partners are stored, are
vulnerable to improper functioning, cyber-attacks, data breaches,
malware, and similar disruptions from unauthorized access or
tampering by malicious actors or inadvertent error. Any such event
could compromise our products, services and networks or those of
our customers, and the proprietary information stored on our
systems or those of our customers could be improperly accessed,
processed, disclosed, lost or stolen, which could subject us to
liability to our
customers, suppliers, business partners and others, give rise to
legal/regulatory action, and could have a material adverse effect
on our business, operating results and financial condition and may
cause damage to our reputation. Efforts to limit the ability of
malicious actors to disrupt the operations of the Internet or
undermine our own security efforts may be costly to implement and
meet with resistance, and may not be successful. Breaches of
security in our customers’ networks, or in cloud-based services
provided by or enabled by us, regardless of whether the breach is
attributable to a vulnerability in our products or services, could
result in claims of liability against us, damage our reputation, or
otherwise harm our business.
Vulnerabilities and critical security defects, prioritization
decisions regarding remedying vulnerabilities or security defects,
failure of third party providers to remedy vulnerabilities or
security defects, or customers not deploying security releases or
deciding not to upgrade products, services or solutions could
result in claims of liability against us, damage our reputation or
otherwise harm our business.
The products and services we sell to customers, and our cloud-based
solutions, inevitably contain vulnerabilities or critical security
defects which have not been remedied and cannot be disclosed
without compromising security. We may also make prioritization
decisions in determining which vulnerabilities or security defects
to fix, and the timing of these fixes, which could result in an
exploit that compromises security. Customers also need to test
security releases before they can be deployed which can delay
implementation. In addition, we rely on third-party providers of
software and cloud-based service and we cannot control the rate at
which they remedy vulnerabilities. Customers may also not deploy a
security release, or decide not to upgrade to the latest versions
of our products, services or cloud-based solutions containing the
release, leaving them vulnerable. Vulnerabilities and critical
security defects, prioritization errors in remedying
vulnerabilities or security defects, failure of third-party
providers to remedy vulnerabilities or security defects, or
customers not deploying security releases or deciding not to
upgrade products, services or solutions could result in claims of
liability against us, damage our reputation or otherwise harm our
business.
Our business, operating results and financial condition could be
materially harmed by regulatory uncertainty applicable to our
products and services.
Changes in regulatory requirements applicable to the industries in
which we operate, in the United States and in other countries,
could materially affect the sales of our products and services. In
particular, changes in telecommunications regulations could impact
our service provider customers’ purchase of our products and
offers, and they could also impact sales of our own regulated
offers. In addition, evolving legal requirements restricting or
controlling the collection, processing or cross-border transmission
of data, including regulation of cloud-based services, could
materially affect our customers’ ability to use, and our ability to
sell, our products and offers. Additional areas of uncertainty that
could impact sales of our products and offers include laws and
regulations related to encryption technology, environmental
sustainability, export control, product certification and national
security controls applicable to our supply chain. Changes in
regulatory requirements in these areas could have a material
adverse effect on our business, operating results, and financial
condition.
Our network could fail, which could negatively impact our
revenues.
Our success depends upon our ability to deliver reliable,
high-speed access to our channels’ and customers’ data centers and
upon the ability and willingness of our telecommunications
providers to deliver reliable, high-speed telecommunications
service through their networks. Our network and facilities, and
other networks and facilities providing services to us, are
vulnerable to damage, unauthorized access or cessation of
operations from human error and tampering, breaches of security,
fires, earthquakes, severe storms, power losses, telecommunications
failures, software defects, intentional acts of vandalism including
computer viruses, and similar events. The occurrence of a natural
disaster or other unanticipated problems at the network operations
center, key sites at which we locate routers, switches and other
computer equipment that make up the backbone of our service
offering and hosted infrastructure, or at one or more of our
partners’ data centers, could substantially and adversely impact
our business. We cannot ensure that we will not experience failures
or shutdowns relating to individual facilities or even catastrophic
failure of the entire network or hosted infrastructure. Any damage
to, or failure of, our systems or service providers could result in
reductions in, or terminations of, services supplied to our
customers, which could have a material adverse effect on our
business and results of operations.
Our network depends upon telecommunications carriers who could
limit or deny us access to their network or fail to perform, which
would have a material adverse effect on our business.
We rely upon the ability and willingness of certain
telecommunications carriers and other corporations to provide us
with reliable high-speed telecommunications service through their
networks. If these telecommunications carriers and other
corporations decide not to continue to provide service to us
through their networks on substantially the same terms and
conditions (including, without limitation, price, early termination
liability, and installation interval), if at all, it would have a
material adverse effect on our business, financial condition and
results of operations. Additionally, many of our service level
objectives are dependent upon satisfactory performance by our
telecommunications carriers. If they fail to so perform, it may
have a material adverse effect on our business.
Risks Related to Intellectual Property
Our failure to obtain or maintain the right to use certain
intellectual property may negatively affect our business.
Our future success and competitive position depend in part upon our
ability to obtain and maintain certain proprietary intellectual
property to be used in connection with our services. While we are
not currently engaged in any intellectual property litigation, we
could become subject to lawsuits in which it is alleged that we
have infringed the intellectual property rights of others, or we
could commence lawsuits against others who we believe are
infringing upon our rights.
Third parties, including customers, may in the future assert claims
or initiate litigation related to exclusive patent, copyright,
trademark, and other intellectual property rights to technologies
and related standards that are relevant to us. Because of the
existence of a large number of patents in the networking field, the
secrecy of some pending patents, and the rapid rate of issuance of
new patents, it is not economically practical or even possible to
determine in advance whether a product or any of its components
infringes or will infringe on the patent rights of others. The
asserted claims and/or initiated litigation can include claims
against us or our manufacturers, suppliers or customers, alleging
infringement of their proprietary rights with respect to our
existing or future products or components of those products.
Regardless of the merit of these claims, they can be
time-consuming, result in costly litigation, and Where claims are
made by customers, resistance even to unmeritorious claims could
damage customer relationships.
An adverse outcome as a defendant in any such litigation may result
in impacts to the Company including, but not limited
to:
•Payment
of substantial damages;
•Diversion
of technical and management personnel;
•Cessation
of the use, development, or sale of services that infringe upon
patented intellectual property;
•Entrance
into license agreements; and
•Expending
significant resources to develop or acquire a non-infringing
technology.
There can be no assurance that that we would be successful in such
litigation, that development or licenses will be available on
acceptable terms and conditions, if at all, or that our
indemnification by our suppliers will be adequate to cover our
costs if a claim were brought directly against us or our customers.
Furthermore, because of the potential for high court awards that
are not necessarily predictable, it is not unusual to find even
arguably unmeritorious claims settled for significant amounts. If
any infringement or other intellectual property claim made against
us by any third party is successful, if we are required to
indemnify a customer with respect to a claim against the customer,
or if we fail to develop non-infringing technology or license the
proprietary rights on commercially reasonable terms and conditions,
our business, operating results, and financial condition could be
materially and adversely affected. Our exposure to risks associated
with the use of intellectual property may be increased as a result
of acquisitions, as we have a lower level of visibility into the
development process with respect to such technology or the care
taken to safeguard against infringement risks.
An adverse outcome as plaintiff in any such litigation, in addition
to the costs involved, may, among other things, result in the loss
of the intellectual property (such as a patent) that was the
subject of the lawsuit by a determination of invalidity or
unenforceability, significantly increase competition as a result of
such determination, and require the payment of penalties resulting
from counterclaims by the defendant.
We may not be able to protect the rights to, or enforce, our
intellectual property.
We generally rely on patents, copyrights, trademarks and trade
secret laws to establish and maintain proprietary rights in our
technology and products. We have been issued numerous patents,
other patent applications are currently pending, and some of our
intellectual property is not covered by any patent. As we further
develop our services and related intellectual property, we expect
to seek additional patent protection. Our patent position is
subject to complex factual and legal issues that may give rise to
uncertainty as to the validity, scope and enforceability of a
particular patent. Accordingly, we cannot assure that any of the
patents owned by us or other patents that other parties license to
us in the future will not be invalidated, circumvented, challenged,
rendered unenforceable or licensed to others; any of our pending or
future patent applications will be issued with the breadth of claim
coverage sought by it, if issued at all; or any patents owned by or
licensed to us, although valid, will not be dominated by a patent
or patents to others having broader claims. Furthermore, many key
aspects of networking technology are governed by industry-wide
standards, which are usable by all market entrants, and there can
be no assurance that patents will be issued from pending
applications or that claims allowed on any patents will be
sufficiently broad to protect our technology. Additionally, the
laws of some foreign countries may not protect our proprietary
rights to the same extent as do the laws of the United States. The
outcome of any actions taken in these foreign countries may be
different than if such actions were determined under the laws of
the United States. Although we are not dependent on any individual
patent or group of patents for particular segments of the business
for which we compete, if we are unable to protect our proprietary
rights to the totality of the features (including
aspects of products protected other than by patent rights) in a
market, we may find ourselves at a competitive disadvantage to
others who need not incur the substantial expense, time and effort
required to create innovative products that have enabled us to be
successful.
Failure to protect our existing intellectual property rights may
result in the loss of our exclusivity or the right to use our
technologies. If we do not adequately ensure our freedom to use
certain technology, we may have to pay others for rights to use
their intellectual property, pay damages for infringement or
misappropriation and/or be enjoined from using such intellectual
property.
We also seek to protect our proprietary intellectual property,
including intellectual property that may not be patented or
patentable, in part by confidentiality agreements. We cannot ensure
that these agreements will not be breached, that we will have
adequate remedies for any breach or that such persons will not
assert rights to intellectual property arising out of these
relationships.
A number of our solutions incorporate software provided under open
source licenses which may restrict or impose certain obligations on
how we use or distribute our solutions or subject us to various
risks and challenges, which could result in increased development
expenses, delays or disruptions to the release or distribution of
those solutions, inability to protect our intellectual property
rights and increased competition.
Certain significant components of our solutions incorporate or are
based upon open source software, and we may incorporate open source
software into other solutions in the future. Such open source
software is generally licensed under open source licenses,
including, for example, the GNU General Public License, the GNU
Lesser General Public License, "Apache-style" licenses, "BSD-style"
licenses and other open source licenses. The use of open source
software subjects us to a number of risks and challenges,
including, but not limited to:
•If
open source software programmers, most of whom we do not employ, do
not continue to develop and enhance open source technologies, our
development expenses could increase and our product release and
upgrade schedules could be delayed.
•Open
source software is open to further development or modification by
anyone. As a result, others may develop such software to be
competitive with our platform and may make such competitive
software available as open source. It is also possible for
competitors to develop their own solutions using open source
software, potentially reducing the demand for, and putting price
pressure on, our solutions.
•The
licenses under which we license certain types of open source
software may require that, if we modify the open source software we
receive, we are required to make such modified software and other
related proprietary software of ours publicly available without
cost and on the same terms. In addition, some open source licenses
appear to be permissive in that internal use of the open source
software is allowed, but prohibit commercial uses, or treat
provision of cloud services as triggering the requirement to make
proprietary software publicly available. Accordingly, we monitor
our use of open source software in an effort to avoid subjecting
our proprietary software to such conditions and others we do not
intend. Although we believe that we have complied with our
obligations under the various applicable licenses for open source
software that we use, our processes used to monitor how open source
software is used could be subject to error. In addition, there is
little or no legal precedent governing the interpretation of terms
in most of these licenses and licensors sometimes change their
license terms. Therefore, any improper usage of open source,
including a failure to identify changes in license terms, could
result in unanticipated obligations regarding our solutions and
technologies, which could have an adverse impact on our
intellectual property rights and our ability to derive revenue from
solutions incorporating the open source software.
•If
an author or other third party that distributes such open source
software were to allege that we had not complied with the
conditions of one or more of these licenses, we could be required
to incur legal expenses defending against such allegations, or
engineering expenses in developing a substitute
solution.
If we are unable to successfully address the challenges of
integrating offerings based upon open source technology into our
business, our business and operating results may be adversely
affected and our development costs may increase.
Risks Related to Our Business Resulting From the Coronavirus
Pandemic
The coronavirus pandemic is a serious threat to health and economic
well-being affecting our employees, investors, customers, and other
business partners.
On March 11, 2020, the World Health Organization announced that
infections of the novel Coronavirus (COVID-19) had become pandemic,
and on March 13, 2020, the U.S. President announced a National
Emergency relating to the disease. During 2020, 2021 and through
the date of this Report, widespread infection in the United States
and abroad prompted National, state, and local authorities to
require or recommend social distancing and impose quarantine and
isolation measures on large portions of the population, including
mandatory business closures. These measures, while intended to
protect human life, have had serious adverse impacts on domestic
and foreign economies, and these impacts
could continue, in various degrees of severity and for an uncertain
duration. The long-term effectiveness of economic stabilization
efforts, including government payments to affected citizens and
industries is uncertain.
The sweeping nature of the pandemic makes it extremely difficult to
predict how the Company’s business and operations will be affected
in the longer run, but the pandemic materially affected our revenue
and results of operations for the years ended December 31, 2020 and
2021, as we experienced delayed orders in our distribution channels
as a direct result of customer implementation schedules shifting
due to the ongoing COVID-19 pandemic. The extent to which the
coronavirus impacts our results will depend on future developments,
which are highly uncertain and cannot be predicted, including new
information that may emerge concerning the severity of the
coronavirus and the actions to contain the coronavirus or treat its
impact, among others. Moreover, the coronavirus outbreak has had
indeterminable adverse effects on general commercial activity and
the world economy, and our business and results of operations could
be adversely affected to the extent that this coronavirus or any
other epidemic harms the global economy generally and/or the
markets in which we operate specifically.
Further, our current and potential customers may likely be required
to continue to allocate resources and adjust budgets to accommodate
potential contingencies related to the effects of the coronavirus
and measures required to be put in place to prevent and contain
contamination of the virus. An existing major customer of the
Company suspended certain professional services we provided to the
customer effective April 30, 2020, due to COVID-19. These services
accounted for $1.0 million, or 9%, of the Company’s revenue for the
year ended December 31, 2020. Uncertainties resulting from COVID-19
may result in additional customers delaying budget expenditures or
re-allocating resources, which would result in a decrease in orders
from these customers. Any such decrease in orders from these
customers could cause a material adverse effect on our operations
and financial results and our ability to generate positive cash
flows. Further, our current service offerings and our future growth
may be minimized to a point that would be detrimental to our
business development activities.
Any of the foregoing factors, or other cascading effects of the
coronavirus pandemic that are not currently foreseeable, could
materially increase our costs, negatively impact our sales and
damage the company’s results of operations and its liquidity
position, possibly to a significant degree. The duration of any
such impacts cannot be predicted.
A material disruption in our workplace as a result of the
coronavirus could affect our ability to carry on our business
operations in the ordinary course and may require additional cost
and effort should our employees continue to not be able to be
physically on-premises.
While many of our employees work remotely in the ordinary course,
other employees work from our offices. Should we continue to
experience periods where it is not prudent for some or all of these
employees to be physically present on-site, we may not have the
benefit of the time and skills of such employees or we may be
required to adjust our current business operations and processes to
permit some or all of such employees to work remotely in order to
avoid the potential spread of the virus. In addition, for a
currently indeterminate amount of time we may be forced to continue
to suspend all non-essential travel for our employees and
discourage employee attendance at industry events and in-person
work-related meetings. We can offer no assurances that these
adjustments would not cause material disruptions to our daily
operations or require us to expend our time, energy and resources
to make necessary adjustments, and they therefore may result in a
material adverse effect on our sales, research and development and
other critical areas of our business model.
Risks to Owning Our Common Stock
Our stock price has fluctuated in the past, has recently been
volatile and may be volatile in the future, and as a result,
investors in our common stock could incur substantial
losses.
Historically, our common stock has experienced substantial price
volatility, particularly as a result of variations between our
actual financial results and the published expectations of analysts
and as a result of announcements by our competitors and us.
Furthermore, speculation in the press or investment community about
our strategic position, financial condition, results of operations,
business, and security of our products or significant transactions
can cause changes in our stock price. In addition, the stock market
has experienced extreme price and volume fluctuations that have
affected the market price of many technology companies, in
particular, and that have often been unrelated to the operating
performance of these companies. These factors, as well as general
economic and political conditions and the announcement of proposed
and completed acquisitions or other significant transactions, or
any difficulties associated with such transactions, by us or our
current or potential competitors, may materially adversely affect
the market price of our common stock in the future. The market
price for our common stock may be influenced by many factors,
including the following:
•investor
reaction to our business strategy;
•the
success of competitive products or technologies;
•our
continued compliance with the listing standards of the
Nasdaq;
•regulatory
or legal developments in the United States and other countries,
especially changes in laws or regulations applicable to our
products;
•variations
in our financial results or those of companies that are perceived
to be similar to us;
•our
ability or inability to raise additional capital and the terms on
which we raise it;
•declines
in the market prices of stocks generally;
•trading
volume of our common stock;
•sales
of our common stock by us or our stockholders;
•general
economic, industry and market conditions;
•the
transformation of our business to deliver more software and
subscriptions offerings where revenue is recognized over
time;
•fluctuations
in demand for our products and services, especially with respect to
distributors and partners, in part due to changes in the global
economic environment;
•the
introduction and market acceptance of new technologies and
products, and our success in new evolving markets, and in emerging
technologies, as well as the adoption of new
standards;
•the
ability of our customers, channel partners, contract manufacturers
and suppliers to obtain financing or to fund capital expenditures,
especially during a period of global credit market disruption or in
the event of customer, channel partner, contract manufacturer or
supplier financial problem;
•the
overall movement toward industry consolidation among both our
competitors and our customers;
•changes
in sales and implementation cycles for our products and reduced
visibility into our customers’ spending plans and associated
revenue;
•the
timing, size and mix of orders from customers;
•manufacturing
and customer lead times;
•how
well we execute on our strategy and operating plans and the impact
of changes in our business model that could result in significant
restructuring charges;
•our
ability to achieve targeted cost reductions;
•benefits
anticipated from our investments;
•changes
in tax law or accounting rules, or interpretations
thereof;
•actual
events, circumstances, outcomes and amounts differing from
judgments, assumptions and estimates used in determining the values
of certain assets (including the amounts of related valuation
allowances), liabilities, and other items reflected in our
Consolidated Financial Statements; and
•other
events or factors, including those resulting from such events, or
the prospect of such events, including war, terrorism and other
international conflicts, public health issues including health
epidemics or pandemics, such as the outbreak of COVID-19, and
natural disasters such as fire, hurricanes, earthquakes, tornados
or other adverse weather and climate conditions, whether occurring
in the United States or elsewhere, could disrupt our operations,
disrupt the operations of our suppliers or result in political or
economic instability.
These broad market and industry factors may seriously harm the
market price of our common stock, regardless of our operating
performance. Since the stock price of our common stock has
fluctuated in the past, has been recently volatile and may be
volatile in the future, investors in our common stock could incur
substantial losses. In the past, following periods of volatility in
the market, securities class-action litigation has often been
instituted against companies. Such litigation, if instituted
against us, could result in substantial costs and diversion of
management’s attention and resources, which could materially and
adversely affect our business, financial condition, results of
operations and growth prospects. There can be no guarantee that our
stock price will remain at current prices or that future sales of
our common stock will not be at prices lower than those sold to
investors.
Throughout much of our corporate history, our common stock has been
thinly traded, and therefore has therefore been susceptible to wide
price swings. While our common stock has recently experienced
increased trading volume, we cannot ensure that this level of
trading volume will continue, or that the increased trading volumes
will lessen the historic volatility in the price for our common
stock. Thinly traded stocks are more susceptible to significant and
sudden price changes and the liquidity of our common stock depends
upon the presence in the marketplace of willing buyers and sellers.
At any time, the liquidity of our common stock may decrease to the
thinly traded levels it has experienced in the past, and we cannot
ensure that any holder of our securities will be able to find a
buyer for its shares. Further, we cannot ensure that an organized
public market for our securities will continue or that there will
be any private demand for our common stock.
Additionally, recently, securities of certain companies have
experienced significant and extreme volatility in stock price due
short sellers of shares of common stock, known as a “short
squeeze.” These short squeezes have caused extreme volatility in
those companies and in the market and have led to the price per
share of those companies to trade at a significantly inflated rate
that is disconnected from the underlying value of the company. Many
investors who have purchased shares in those companies at an
inflated rate face the risk of losing a significant portion of
their original investment as the price per share has
declined steadily as interest in those stocks have abated. While we
have no reason to believe our shares would be the target of a short
squeeze, there can be no assurance that we will not be in the
future, and you may lose a significant portion or all of your
investment if you purchase our shares at a rate that is
significantly disconnected from our underlying value.
Penny stock regulations may impose certain restrictions on the
marketability of our securities.
The SEC has adopted regulations which generally define a “penny
stock” to be any equity security that has a market price less than
$5.00 per share, subject to certain exceptions. Our common stock is
presently subject to these regulations, which impose additional
sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and
accredited investors (generally those with a net worth in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000
together with their spouse). For transactions covered by these
rules, the broker-dealer must make a special suitability
determination for the purchase of such securities and have received
the purchaser’s written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a “penny
stock,” unless exempt, the rules require the delivery, prior to the
transaction, of a risk disclosure document mandated by the SEC
relating to the “penny stock” market. The broker-dealer must also
disclose the commission payable to both the broker-dealer and the
registered representative, current quotations for the securities
and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer’s
presumed control over the market. Finally, monthly statements must
be sent disclosing recent price information for the “penny stock”
held in the account and information on the limited market in “penny
stocks.” Consequently, the “penny stock” rules may restrict the
ability of broker-dealers to sell our securities and may negatively
affect the ability of purchasers of our shares of common stock to
sell such securities.
Future operating results may vary from quarter to quarter, and we
may fail to meet the expectations of securities analysts and
investors at any given time.
We have experienced, and may continue to experience, significant
quarterly fluctuations in operating results. Factors that cause
fluctuation in our results of operations include lack of revenue
growth or declines in revenue and declines in gross margins and
increases in operating expenses. Accordingly, it is possible that
in one or more future quarters our operating results will be
adversely affected and fall below the expectations of securities
analysts and investors. If this happens, the trading price of our
common stock may decline.
Sales of substantial amounts of common stock in the public market,
or the perception that such sales may occur, could reduce the
market price of our common stock and make it more difficult for us
and our stockholders to sell our equity securities in the
future.
The sale into the public market of a significant number of shares
of common stock by our existing shareholders, or the resale into
the public market of shares issued in prior or future financings,
could depress the trading price of our common stock and make it
more difficult for us or our stockholders to sell equity securities
in the future. Such transactions may include, but are not limited
to (i) any future issuances by us of additional shares of our
common stock or of other securities that are convertible or
exchangeable for shares of common stock; and (ii) the resale of any
previously issued but restricted shares of our common stock that
become freely available for re- sale, whether through an effective
registration statement or under Rule 144 of the Securities
Act.
While the sale of shares to the public might increase the trading
volume of our common stock and thus the liquidity of our
stockholders’ investments, the resulting increase in the number of
shares available for public sale could drive the price of our
common stock down, thus reducing the value of our stockholders’
investment and perhaps hindering our ability to raise additional
funds in the future.
We will need to raise additional capital by issuing securities or
debt, which may cause significant dilution to our stockholders and
restrict our operations.
We will need to raise additional capital to fund our near and
long-term operations. Additional financing may not be available
when we need it or may not be available on favorable terms. To the
extent that we raise additional capital by issuing equity
securities, the terms of such an issuance may cause more
significant dilution to our stockholders’ ownership, and the terms
of any new equity securities may have preferences over the combined
organization’s common stock. Any debt financing we enter into may
involve covenants that restrict our operations. These restrictive
covenants may include limitations on additional borrowing and
specific restrictions on the use of our assets, as well as
prohibitions on our ability to create liens, pay dividends, redeem
stock or make investments.
Our charter documents and Delaware law could discourage takeover
attempts and lead to management entrenchment.
The Company’s certificate of incorporation and amended and restated
bylaws contain provisions that could delay or prevent a change in
control of the company. These provisions could also make it
difficult for stockholders to elect directors that are not
nominated by the current members of the board of directors or take
other corporate actions, including effecting changes in the
Company’s management. These provisions include:
•no
cumulative voting in the election of directors, which limits the
ability of minority stockholders to elect director
candidates;
•the
ability of our board of directors to issue shares of preferred
stock and to determine the price and other terms of those shares,
including preferences and voting rights, without stockholder
approval, which could be used to significantly dilute the ownership
of a hostile acquirer;
•the
exclusive right of our board of directors to elect a director to
fill a vacancy created by the expansion of our board of directors
or the resignation, death or removal of a director, which prevents
stockholders from being able to fill vacancies on its board of
directors;
•the
requirement that a special meeting of stockholders may be called
only by the chairman of our board of directors or a majority of our
board of directors, which could delay the ability of our
stockholders to force consideration of a proposal or to take
action, including the removal of directors;
•the
ability of our board of directors, by majority vote, to amend the
Company’s amended and restated bylaws, which may allow our board of
directors to take additional actions to prevent an unsolicited
takeover and inhibit the ability of an acquirer to amend the
amended and restated bylaws to facilitate an unsolicited takeover
attempt; and
•advance
notice procedures with which stockholders must comply to nominate
candidates to our board of directors or to propose matters to be
acted upon at a stockholders’ meeting, which may discourage or
deter a potential acquirer from conducting a solicitation of
proxies to elect the acquirer’s own slate of directors or otherwise
attempting to obtain control of the Company.
We could fail to satisfy the standards to maintain our listing on a
stock exchange.
We could fail to satisfy the standards for continued exchange
listing on the Nasdaq Capital Market such as standards having to do
with a minimum share price, the minimum number of public
shareholders, a minimum amount of stockholders’ equity or the
aggregate market value of publicly held shares. On February 17,
2022, the Company received written notice (the "Notice") from the
Nasdaq Stock Market, LLC ("Nasdaq") indicating that the bid price
for the Company's common stock (the "Common Stock"), for the last
30 consecutive business days, had closed below the minimum $1.00
per share and, as a result, the Company is not in compliance with
the $1.00 minimum bid price requirement for the continued listing
on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule
5550(a)(2). In accordance with the Nasdaq Listing Rule
5810(c)(3)(A), the Company has a period of 180 calendar days, or
until August 16, 2022, to regain compliance with the minimum bid
price requirement. To regain compliance, the closing bid price of
the Common Stock must meet or exceed $1.00 per share for a minimum
of ten consecutive business days during this 180 day period. If the
Company is not in compliance by August 16, 2022, the Company may
qualify for a second 180 calendar day compliance period. If the
Company does not qualify for, or fails to regain compliance during
the second compliance period, then the Nasdaq will notify the
Company of its determination to delist its Common Stock, at which
point the Company would have an option to appeal the delisting
determination to a Nasdaq hearings panel. The Company intends to
actively monitor the closing bid price of its Common Stock and may,
if appropriate, consider implementing available options to regain
compliance with the minimum bid price under the Nasdaq Listing
Rules. If we are unable to maintain our listing on the Nasdaq
Capital Market, it would negatively affect, among other things (i)
our ability to raise capital on terms we deem advisable, or at all,
and (ii) the liquidity of our common stock. Failure to obtain
financing, or obtaining financing on unfavorable terms, could
result in a decrease in our stock price, would have a material
adverse effect on future operating prospects and could require us
to significantly reduce operations. Any holder of our securities
should regard them as a long-term investment and should be prepared
to bear the economic risk of an investment in such securities for
an indefinite period.
General Risks
We incur significant accounting and administrative costs as a
publicly traded corporation that impact our financial
condition.
As a publicly traded corporation, we incur certain costs to comply
with regulatory requirements. If regulatory requirements were to
become more stringent or if controls thought to be effective later
fail, we may be forced to make additional expenditures, the amounts
of which could be material. Some of our competitors are privately
owned so their comparatively lower accounting and administrative
costs can be a competitive disadvantage for us. Should our sales
continue to decline or if we are unsuccessful at increasing prices
to cover higher expenditures for internal controls and audits, ours
costs associated with regulatory compliance will rise as a
percentage of sales.
If we fail to maintain an effective system of internal controls, we
may not be able to accurately report our financial results or
prevent fraud. As a result, current and potential stockholders may
not be confident in our financial reporting, which could adversely
affect the price of our stock and harm our business.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are
required to include in our annual report on Form 10-K our
assessment of the effectiveness of our internal controls over
financial reporting. Although we believe that we currently have
adequate internal control procedures in place, we cannot be certain
that our internal controls over financial reporting will remain
effective. If we cannot adequately maintain the effectiveness of
our internal controls over financial reporting, we may be subject
to liability and/or sanctions or investigation by
regulatory authorities, such as the SEC. Any such action could
adversely affect our financial results and the market price of our
common stock.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We lease three facilities in Los Angeles, California, one facility
in Dallas, Texas, and one facility in Austin, Texas, all providing
office space. We also lease a facility in City of Industry,
California, providing warehouse space. These leases expire between
2022 and 2024. During 2021, and through the date of this filing, we
exited leases in Munich, Germany; Los Altos, California; and
Boston, Massachusetts. Although subject to COVID restrictions, we
currently occupy two of the facilities in Los Angeles and the
warehouse space in City of Industry; we have subleases in place for
the third Los Angeles property and the Dallas property. With the
exception of these spaces described above, we currently operate out
of remote employment sites with a remote office located at 25587
Conifer Road, Suite 105-231, Conifer, Colorado 80433. For
additional information regarding our obligations under leases,
see
Note 9 - Operating Leases and Right-of-Use Assets
to the consolidated financial statements contained in Part II, Item
8 of this Annual Report.
Item 3. Legal Proceedings
From time to time, we are subject to various legal proceedings
arising in the ordinary course of business, including proceedings
for which we have insurance coverage. As of the date hereof, we are
not party to any legal proceedings that we currently believe will
have a material adverse effect on our business, financial position,
results of operations or liquidity.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information
Effective February 11, 2021, the Company’s common stock trades
on the Nasdaq Capital Market under the symbol “OBLG.” Prior to
February 11, 2021, the Company’s common stock traded on the
NYSE American under the symbols “OBLG” and “GLOW”.
On March 23, 2022, the closing sale price of our common stock
was $0.54 per share as reported on the Nasdaq Capital Market, and
30,816,048 shares of our common stock were issued and outstanding.
As of March 23, 2022, there were 162 holders of record of our
common stock. American Stock Transfer & Trust Company, LLC is
the transfer agent and registrar of our common stock.
Dividends
Our board of directors has never declared or paid any cash
dividends on our common stock and does not expect to do so for the
foreseeable future. We currently intend to retain any earnings to
finance the growth and development of our business. Our board of
directors will make any future determination of the payment of
dividends based upon conditions then existing, including our
earnings, financial condition and capital requirements, as well as
such economic and other conditions as our board of directors may
deem relevant.
Recent Sales of Unregistered Securities
On January 28, 2021, the Company entered into an agreement
with the holder of the Series A-2 Preferred Stock to convert all
outstanding shares of the Series A-2 Preferred Stock, 45 shares,
into 84,292 shares of the Company’s common stock, at a negotiated
conversion price of $4.00 per share, after taking into
consideration accrued and unpaid dividends. The
incremental
cost of inducing the conversion was approximately $300,000 and was
treated similar to a preferred dividend, increasing the net loss
attributable to common stockholders.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion should be read in conjunction with our
consolidated balance sheets as of December 31, 2021 and 2020,
and the related consolidated statements of operations,
stockholders’ equity and cash flows for each of the years ended
December 31, 2021 and 2020, and the related notes attached
thereto. All statements contained herein that are not historical
facts, including, but not limited to, statements regarding
anticipated future capital requirements, our future development
plans, our ability to obtain debt, equity or other financing, and
our ability to generate cash from operations, are based on current
expectations. The discussion of results, causes and trends should
not be construed to imply any conclusion that such results or
trends will necessarily continue in the future.
Business
We are a provider of patented multi-stream collaboration products
and managed services for video collaboration and network
solutions.
We believe there is a substantial market opportunity for Oblong
Industries’ product offerings and services, and we are in the
process of transforming our offerings to meet the evolving needs of
our customers. As part of the transformation of our business, we
are evolving certain aspects of our model by designing and
developing software to include subscription-based offerings.
Historically, our technology products and services have been
developed and consumed in conventional commercial real estate
spaces such as conference rooms. We have experienced decreases in
our revenue primarily attributable to the effects of the global
COVID-19 pandemic on our channel partners and customers as they
evaluate how and when to re-open their commercial real estate
footprints. As our core collaboration products evolve, we expect to
add more contemporary software features along with expanded
accessibility beyond commercial spaces through both hybrid and SaaS
offerings delivered in the cloud. These initiatives will require
significant investment in technology and product development and
sales and marketing. We believe additional capital will be required
to fund these investments and our operations. If we do not complete
the transformation, or if we fail to manage the transformation
successfully and in a timely manner, our revenue, business and
operating results may be adversely affected.
Mezzanine™
Product Offerings
Our flagship product is called
Mezzanine™,
a family of turn-key products that enable dynamic and immersive
visual collaboration across
multi-users, multi-screens, multi-devices, and multi-locations (see
further description of
Mezzanine™
in Part I, Item 1).
Mezzanine™ currently consists of hardware and software that
function together to deliver the system’s essential functionality.
We generate revenue from the shipment of Mezzanine™ products and
also through maintenance agreements.
Historically, customers have used
Mezzanine™
products in conventional commercial real estate spaces such as
conference rooms.
We have experienced decreases in Mezzanine™ revenue in 2020 and
2021 primarily attributable to the effects of the global COVID-19
pandemic on our customers as they evaluate how and when to re-open
their commercial real estate footprints. While pre-pandemic
momentum suggested end-users were beginning to embrace simple, easy
to install, intuitive, and affordable collaboration solutions that
integrate with cloud-based collaboration software services, we
believe as businesses begin to reopen there will be significant
demand for higher forms of engagement that combines robust video
conferencing with enhanced content sharing as users adapt to more
flexible workplace alternatives.
We believe there is a substantial market opportunity for our
Mezzanine™
product offerings, and we are in the process of transforming our
offerings to meet the evolving needs of our customers.
We are currently designing and developing software offerings for
our core collaboration products, with expanded accessibility beyond
commercial spaces through both hybrid and software-as-a-service
(“SaaS”) solutions delivered in the cloud.
These initiatives will require significant investment in technology
and product development and sales and marketing.
Managed Services
We provide a range of managed services for video collaboration,
from automated to orchestrated, to simplify the user experience in
an effort to drive adoption of video collaboration throughout our
customers’ enterprise.
We also provide network solutions that ensure reliable,
high-quality and secure traffic of video, data and internet.
Network services are offered to our customers on a subscription
basis. Our network services business carries variable costs
associated with the purchasing and reselling of this
connectivity.
See further description of our managed services in Part I, Item 1.
Our managed services are offered to our customers on a subscription
basis, and we generate revenue monthly as services are performed
over the term of customer agreements. Our managed services business
has experienced declines in revenue in recent years mainly due to
loss of customers to competition.
Results of Operations
Year Ended December 31, 2021 (“2021”) versus Year Ended
December 31, 2020 (“2020”)
Segment Reporting
As discussed in Part I, Item 1 of this Report, Oblong, Inc. was
formed as a Delaware corporation in May 2000.
Prior to March 6, 2020, Oblong, Inc. was named Glowpoint, Inc.
(“Glowpoint”).
On October 1, 2019, the Company closed an acquisition of all of the
outstanding equity interests of Oblong Industries, Inc., a
privately held Delaware corporation founded in 2006 (“Oblong
Industries”), pursuant to the terms of an Agreement and Plan of
Merger (as amended, the “Merger Agreement”). Pursuant to the Merger
Agreement, among other things, Oblong Industries became a wholly
owned subsidiary of the Company (the “Merger”). On March 6, 2020,
Glowpoint changed its name to Oblong, Inc. Prior to the acquisition
of Oblong Industries on October 1, 2019, the Company operated in
one segment. Effective October 1, 2019, the former businesses of
Glowpoint (now Oblong, Inc.) and Oblong Industries have been
managed separately, and involve different products and services.
Accordingly, the Company currently operates in two segments for
purposes of segment reporting: (1) “Collaboration Products,” which
represents the Oblong Industries business surrounding our
Mezzanine™ product offerings and (2)
“Managed Services,” which represents the Oblong (formerly
Glowpoint) business surrounding managed services for video
collaboration and network solutions.
Certain information concerning the Company’s segments for the years
ended December 31, 2021 and 2020, is presented in the
following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2021 |
|
Managed Services |
|
Collaboration Products |
|
Corporate |
|
Total |
Revenue |
$ |
4,270 |
|
|
$ |
3,469 |
|
|
$ |
— |
|
|
$ |
7,739 |
|
Cost of revenues |
2,991 |
|
|
2,030 |
|
|
— |
|
|
5,021 |
|
Gross profit |
$ |
1,279 |
|
|
$ |
1,439 |
|
|
$ |
— |
|
|
$ |
2,718 |
|
Gross profit % |
30.0 |
% |
|
41.5 |
% |
|
— |
% |
|
35.1 |
% |
|
|
|
|
|
|
|
|
Allocated operating expenses |
$ |
593 |
|
|
$ |
7,556 |
|
|
$ |
— |
|
|
$ |
8,149 |
|
Unallocated operating expenses |
— |
|
|
— |
|
|
6,363 |
|
|
6,363 |
|
Total operating expenses |
$ |
593 |
|
|
$ |
7,556 |
|
|
$ |
6,363 |
|
|
$ |
14,512 |
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
$ |
686 |
|
|
$ |
(6,117) |
|
|
$ |
(6,363) |
|
|
$ |
(11,794) |
|
Interest and other income (expense), net |
(22) |
|
|
227 |
|
|
2,448 |
|
|
2,653 |
|
Income (loss) before income taxes |
$ |
664 |
|
|
$ |
(5,890) |
|
|
$ |
(3,915) |
|
|
$ |
(9,141) |
|
Income tax expense |
$ |
(15) |
|
|
$ |
(75) |
|
|
$ |
— |
|
|
$ |
(90) |
|
Net income (loss) |
$ |
679 |
|
|
$ |
(5,815) |
|
|
$ |
(3,915) |
|
|
$ |
(9,051) |
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
Total assets |
$ |
9,259 |
|
|
$ |
19,348 |
|
|
$ |
— |
|
|
$ |
28,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2020 |
|
Managed Services |
|
Collaboration Products |
|
Corporate |
|
Total |
Revenue |
$ |
6,227 |
|
|
$ |
9,106 |
|
|
$ |
— |
|
|
$ |
15,333 |
|
Cost of revenues |
3,789 |
|
|
3,491 |
|
|
— |
|
|
7,280 |
|
Gross profit |
$ |
2,438 |
|
|
$ |
5,615 |
|
|
$ |
— |
|
|
$ |
8,053 |
|
Gross profit % |
39.2 |
% |
|
61.7 |
% |
|
— |
% |
|
52.5 |
% |
|
|
|
|
|
|
|
|
Allocated operating expenses |
$ |
1,479 |
|
|
$ |
9,913 |
|
|
$ |
— |
|
|
$ |
11,392 |
|
Unallocated operating expenses |
— |
|
|
— |
|
|
6,725 |
|
|
6,725 |
|
Total operating expenses |
$ |
1,479 |
|
|
$ |
9,913 |
|
|
$ |
6,725 |
|
|
$ |
18,117 |
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
$ |
959 |
|
|
$ |
(4,298) |
|
|
$ |
(6,725) |
|
|
$ |
(10,064) |
|
Interest and other income (expense), net |
(19) |
|
|
2,765 |
|
|
— |
|
|
2,746 |
|
Income (loss) before income taxes |
$ |
940 |
|
|
$ |
(1,533) |
|
|
$ |
(6,725) |
|
|
$ |
(7,318) |
|
Income tax expense |
$ |
50 |
|
|
$ |
53 |
|
|
$ |
— |
|
|
$ |
103 |
|
Net income (loss) |
$ |
890 |
|
|
$ |
(1,586) |
|
|
$ |
(6,725) |
|
|
$ |
(7,421) |
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020 |
Total assets |
$ |
6,494 |
|
|
$ |
22,649 |
|
|
$ |
— |
|
|
$ |
29,143 |
|
Unallocated operating expenses include costs that are not specific
to a particular segment but are general to the group; included are
expenses incurred for administrative and accounting staff, general
liability and other insurance, professional fees and other similar
corporate expenses.
Revenue.
Total revenue decreased for the year ended December 31, 2021
compared to the year ended December 31, 2020. The following
table summarizes the changes in components of our revenue, and the
significant changes in revenue are discussed in more detail
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
($ in thousands)
|
|
2021 |
|
% of Revenue |
|
2020 |
|
% of Revenue |
Revenue: Managed Services |
|
|
|
|
|
|
|
Video collaboration services |
$ |
854 |
|
|
11.0 |
% |
|
$ |
2,413 |
|
|
15.7 |
% |
Network services |
3,347 |
|
|
43.2 |
% |
|
3,611 |
|
|
23.6 |
% |
Professional and other services |
69 |
|
0.9 |
% |
|
203 |
|
1.3 |
% |
Total Managed Services revenue |
$ |
4,270 |
|
|
55.2 |
% |
|
$ |
6,227 |
|
|
40.6 |
% |
|
|
|
|
|
|
|
|
Revenue: Collaboration Products |
|
|
|
|
|
|
|
Visual collaboration product offerings |
$ |
3,367 |
|
|
43.5 |
% |
|
$ |
6,873 |
|
|
44.8 |
% |
Professional services |
— |
|
|
— |
% |
|
$ |
1,033 |
|
|
6.7 |
% |
Licensing |
102 |
|
|
1.3 |
% |
|
$ |
1,200 |
|
|
7.8 |
% |
Total Collaboration Products revenue |
$ |
3,469 |
|
|
44.8 |
% |
|
$ |
9,106 |
|
|
59.4 |
% |
|
|
|
|
|
|
|
|
Total consolidated revenue |
$ |
7,739 |
|
|
100.0 |
% |
|
$ |
15,333 |
|
|
100.0 |
% |
Managed Services
•The
year over year decrease in revenue for managed services for video
collaboration services is mainly attributable to lower revenue from
existing customers (either from reductions in price or level of
services) and loss of customers to competition.
•The
year over year decrease in revenue for network services is mainly
attributable to net attrition of customers and lower demand for our
services given the competitive environment and pressure on pricing
that exists in the network services business.
•The
year over year decrease in revenue for professional and other
services is mainly attributable to lower resale of video
equipment.
Collaboration Products
•The
year over year decrease in revenue for visual collaboration product
offerings is primarily attributable to the effects of the COVID-19
pandemic on our existing and target customers as they evaluate how
and when to re-open their commercial real estate footprints, as
Mezzanine™
products are currently used in conventional commercial real estate
spaces such as conference rooms.
The Company’s results reflect the challenges due to long and
unpredictable sales cycles, delays in customer retrofit budgets,
project starts, and supply delayed orders in our distribution
channels as a direct result of customer implementation schedules
shifting due to the COVID-19 pandemic. The COVID-19 pandemic in
particular has, and may continue to have, a significant economic
and business impact on our Company. During 2021 and 2020, we saw a
weakness in revenue as our customers across all sectors delayed
order placements in reaction to the ongoing impacts of the pandemic
that caused our customers to suspend or postpone real estate
retrofit projects due to budget and occupancy uncertainties. We
continue to monitor the impact of the pandemic on our customers,
suppliers and logistics providers, and evaluate governmental
actions being taken to curtail and respond to the spread of the
virus. The significance and duration of the ongoing impact on us is
still uncertain. Material adverse effects of the COVID-19 pandemic
on market drivers, our customers, suppliers or logistics providers
could significantly impact our operating results. We will continue
to actively follow, assess and analyze the ongoing impact of the
pandemic and adjust our organizational structure, strategies, plans
and processes to respond. Because the situation continues to
evolve, we cannot reasonably estimate the ultimate impact to our
business, results of operations, cash flows and financial position
that the pandemic may have. Continuation of the
pandemic and government actions in response thereto could cause
further disruptions to our operations and the operations of our
customers, suppliers and logistics partners and could significantly
adversely affect our near-term and long-term revenues, earnings,
liquidity and cash flows.
•The
year over year decrease in revenue for professional services is
primarily attributable to a former customer terminating services
effective April 30, 2020 due to COVID-19. Our professional services
revenue for the year ended December 31, 2020 was primarily
attributable to this customer. We did not generate revenue from
professional services in 2021 and we do not expect to in the
future.
•The
year over year decrease in revenue for licensing is primarily
attributable to a former customer terminating the licensing of our
technology effective December, 31 2020. Our licensing revenue for
the year ended December 31, 2020 was primarily attributable to this
customer. We do not expect to generate material revenue from
licensing in the future.
Cost of revenue (exclusive of depreciation and
amortization).
Cost of revenue, exclusive of depreciation and amortization,
includes all internal and external costs related to the delivery of
revenue. Cost of revenue also includes the cost for taxes that have
been billed to customers.
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
2021 |
|
2020 |
Cost of Revenue |
|
|
|
Managed Services |
$ |
2,991 |
|
|
$ |
3,789 |
|
Collaboration Products |
2,030 |
|
|
3,491 |
|
Total cost of revenue |
$ |
5,021 |
|
|
$ |
7,280 |
|
The year over year decrease in cost of revenue is mainly
attributable to lower costs associated with the decrease in revenue
during the same period, and the Employee Retention Credit (“ERC”)
of $192,000 which reduced labor costs in cost of revenue for 2021.
The Company’s total gross profit, as a percentage of revenue,
declined in 2021 as compared to 2020. The decrease in gross profit
for Managed Services was primarily due to the decline in video
collaboration services revenue while maintaining certain levels of
personnel and other fixed costs to deliver revenue. For
Collaboration Products, the decrease in gross profit was primarily
due to the decline in licensing revenue from 2020 to
2021.
Research and Development.
Research and development expenses include internal and external
costs related to developing features and enhancements to our
existing product offerings. The year over year decrease in research
and development expenses for 2021 compared to 2020 is primarily
attributable to a reduction in headcount, and the ERC of $271,000
attributable to research and development labor for the year ended
2021, partially offset by a increase in stock-based compensation of
$33,000.
Sales and Marketing.
The year over year decrease in sales and marketing expenses for
2021 compared to 2020 is primarily attributable to a reduction in
headcount, a reduction in lease expense as we closed several office
locations during the years ended 2020 and 2021, the ERC of $150,000
attributable to sales and marketing labor for 2021, and a reduction
of stock-based compensation.
General and Administrative.
General and administrative expenses include direct corporate
expenses related to costs of personnel in the various corporate
support categories, including executive, legal, finance and
accounting, human resources and information technology. The year
over year decrease in general and administrative expenses in 2021
compared to 2020 is mainly attributable to a reduction in headcount
and the ERC of $261,000 attributable to general and administrative
labor for 2021, partially offset by a increase of $851,000 in
stock-based compensation and stock-based expense for
services.
Impairment Charges.
The impairment charges for 2021 are attributable to impairment
charges on property, equipment, and intangible assets no longer in
service, and the impairment charges during the year ended 2020 are
attributable to property and equipment no longer in service, and
goodwill related to the Managed Services segment. Future declines
of our revenue, cash flows and/or stock price may give rise to a
triggering event that may require the Company to record impairment
charges in the future related to our goodwill, intangible assets
and other long-lived assets.
Depreciation and Amortization.
The year over year decrease in depreciation and amortization
expenses in 2021 compared to 2020 is mainly attributable to the
disposition and impairment of certain assets during 2020 and 2021
as well as a decrease in depreciation as certain assets became
fully depreciated.
Loss from Operations.
The year over year increase in the Company’s loss from operations
is mainly attributable to lower revenue and gross profit, partially
offset by lower operating expenses as addressed above.
Interest and Other Income, Net.
Interest and other income, net in 2021 was primarily comprised of
(i) other income resulting from the settlement of an office lease,
and (ii) a gain on extinguishment of debt resulting from the
forgiveness of our Paycheck Protection Program loan (the “PPP
Loan”). Interest and other income, net in 2020 was comprised of a
gain on extinguishment of debt related to the satisfaction of the
Silicon Valley Bank loan (the “SVB Loan”), partially offset by
interest expense on the Company’s former debt
obligations.
Income Tax Benefit/Expense.
We recorded an income tax benefit of $90,000 in 2021 and income tax
expense of $103,000 in 2020 (see
Note 17 - Income Taxes
to our consolidated financial statements).
Liquidity and Capital Resources
As of December 31, 2021, we had $9,000,000 of cash, consisting
of $8,939,000 in available cash and $61,000 in restricted cash, and
$10,258,000 of working capital.
For the years ended December 31, 2021 and 2020, we incurred
net losses of $9,051,000 and $7,421,000, respectively, and net cash
used in operating activities was $7,732,000 and $6,566,000,
respectively.
Net cash used in investing activities for 2021 and 2020 was $49,000
and $31,000, respectively, and primarily related to purchases of
property and equipment.
Net cash provided by financing activities in 2021 was $11,504,000,
attributable to net proceeds from an equity financing. Net cash
provided by financing activities in 2020 was $7,272,000, primarily
attributable to net proceeds of $7,371,000 from two equity
financings and $2,417,000 of proceeds from the PPP Loan, partially
offset by the satisfaction payment of $2,500,000 on the SVB
Loan.
Future Capital Requirements and Going Concern
Our capital requirements in the future will continue to depend on
numerous factors, including the timing and amount of revenue,
customer renewal rates and the timing of collection of outstanding
accounts receivable, in each case particularly as it relates to our
major customers, the expense to deliver services, expense for sales
and marketing, expense for research and development, capital
expenditures, and the cost involved in protecting intellectual
property rights. We expect to continue to invest in product
development and sales and marketing expenses with the goal of
growing the Company’s revenue in the future. The Company believes
that, based on our current projection of revenue, expenses, capital
expenditures, and cash flows, it will not have sufficient resources
to fund its operations for the next twelve months following the
filing of this Report. We believe additional capital will be
required to fund operations and provide growth capital including
investments in technology, product development and sales and
marketing. To access capital to fund operations or provide growth
capital, we will need to raise capital in one or more debt and/or
equity offerings. There can be no assurance that we will be
successful in raising necessary capital or that any such offering
will be on terms acceptable to the Company. If we are unable to
raise additional capital that may be needed on terms acceptable to
us, it could have a material adverse effect on the Company. The
factors discussed above raise substantial doubt as to our ability
to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might
result from these uncertainties.
See
Note 16 - Commitments and Contingencies
to our consolidated financial statements for discussion regarding
certain additional factors that could impact the Company’s
liquidity in the future.
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with
U.S. Generally Accepted Accounting Principles (“GAAP”). Our
significant accounting policies are described in
Note 1 - Business Description and Significant Accounting
Policies
to our consolidated financial statements attached hereto. We
believe the following critical accounting policies involve the most
significant judgments and estimates used in the preparation of our
consolidated financial statements.
Revenue Recognition
The Company accounts for revenue in accordance with Accounting
Standards Codification (“ASC”) Topic 606.
The Company recognizes revenue using the five-step model as
prescribed by Topic 606:
•Identification
of the contract, or contracts, with a customer;
•Identification
of the distinct performance obligations in the
contract;
•Determination
of the transaction price;
•Allocation
of the transaction price to the performance obligations in the
contract; and
•Recognition
of revenue when or as the Company satisfies a performance
obligation.
The Company’s managed videoconferencing services are offered to our
customers on either a usage basis or on a subscription. Our network
services are offered to our customers on a subscription basis.
Revenue for these services is generally recognized on a monthly
basis as services are performed. Revenue related to professional
services is recognized at the time the services are performed. The
costs associated with obtaining a customer contract were previously
expensed in the period they were incurred. Under Topic 606, these
payments are deferred on our consolidated balance sheet and
amortized over the expected life of the customer contract. Deferred
revenue as of December 31, 2021 totaled $8,000 as certain
performance obligations were not satisfied as of this date. During
the year ended December 31, 2021, the Company recorded $24,000
of revenue that was included in deferred revenue as of
December 31, 2020. During the year ended December 31,
2020, the Company recorded $21,000 of revenue that was included in
deferred revenue as of December 31, 2019.
The Company’s visual collaboration products are composed of
hardware and embedded software sold as a complete package, and
generally include installation and maintenance services. Revenue
for hardware and software is recognized upon shipment to the
customer. Installation revenue is recognized upon completion of
installation, which also triggers the beginning of recognition of
revenue for maintenance services which range from one to three
years. Revenue is recognized over time for maintenance services.
Professional services are contracts with specific customers for
software development, visual design, interaction design,
engineering, and project support. These contracts vary in length,
and revenue is recognized over time as
services are rendered. Licensing agreements are for the Company’s
core technology platform, g-speak, and are generally one year in
length. Revenue for these services is recognized ratably over the
service period. Deferred revenue, as of December 31, 2021,
totaled $1,156,000 as certain performance obligations were not
satisfied as of this date. During the year ended December 31,
2021, the Company recorded $1,193,000 of revenue that was included
in deferred revenue as of December 31, 2020. During the year
ended December 31, 2020, the Company recorded $978,000 of
revenue that was included in deferred revenue as of
December 31, 2019.
Impairment of Long-Lived Assets, Goodwill and Intangible
Assets
The Company assesses the impairment of long-lived assets used in
operations, primarily fixed assets and purchased intangible assets
subject to amortization when events and circumstances indicate that
the carrying value of the assets might not be recoverable. For
purposes of evaluating the recoverability of fixed assets and
amortizing intangible assets, the undiscounted cash flows estimated
to be generated by those assets are compared to the carrying
amounts of those assets. If and when the carrying values of the
assets exceed the undiscounted cash flows, then the related assets
will be written down to fair value.
For the years ended December 31, 2021 and 2020, the Company
recorded asset impairment charges on property and equipment of
$98,000 and $144,000, respectively, which pertained primarily to
assets no longer used in the business. During the year ended
December 31, 2021, the Company disposed of fixed assets of
$1,092,000 and the corresponding accumulated depreciation of
$993,000, partially offset by proceeds on sale of $1,000, which
resulted in a loss on disposal of $98,000. During the year ended
December 31, 2020, the Company disposed of fixed assets of
$3,438,000 and the corresponding accumulated depreciation of
$3,287,000, partially offset by proceeds on sale of $7,000, which
resulted in a loss on disposal of $144,000.
For the year ended December 31, 2020, the Company recorded
aggregate impairment charges of $465,000 on two right-of-use
assets. See
Note 9 - Operating Leases and Right-of-Use Assets
for further discussion. There were no right-of-use asset
impairments for the year ended December 31, 2021.
Goodwill.
Goodwill is not amortized but is subject to periodic testing for
impairment in accordance with ASC Topic 350 “Intangibles
- Goodwill and Other - Testing Indefinite-Lived Intangible Assets
for Impairment”
(“ASC Topic 350”). As of December 31, 2021 and 2020, goodwill
was $7,367,000. This goodwill was recorded in connection with the
October 1, 2019 acquisition of Oblong Industries.
We test goodwill for impairment on an annual basis on September
30th
of each year or more frequently if events occur or circumstances
change indicating that the fair value of the goodwill may be below
its carrying amount. The Company operates two reporting segments,
Managed Services and Collaboration Products. To determine the fair
value of each reporting unit for the goodwill impairment tests, we
used a weighted average of the discounted cash flow method and a
market-based method.
For the Managed Services reporting unit, we recorded goodwill
impairment charges of $541,000 for the year ended December 31,
2020, as the carrying amount of the reporting unit exceeded its
fair value on the applicable test dates. These charges are
recognized as “Impairment Charges” on our Consolidated Statements
of Operations, and this segment no longer has any goodwill included
in the Consolidated Balance Sheet as of December 31,
2020.
For the Collaboration Products reporting unit, the fair value of
this reporting unit exceeded its carrying amount on our annual
testing dates and as of December 31, 2021, therefore no impairment
charges were required during the years ended December 31, 2021
and 2020. During the three months ended December 31, 2021, we
considered the decline in our stock price to be a triggering event
for an interim goodwill impairment test as of December 31, 2021.
The fair value of this reporting unit was in excess of its carrying
value by approximately 20% as of December 31, 2021. In the event we
experience future declines in our revenue, cash flows and/or stock
price, this may give rise to a triggering event that may require
the Company to record additional impairment charges on goodwill in
the future.
Intangible Assets.
Intangible assets totaled $7,562,000 and $10,140,000 as of
December 31, 2021 and 2020, respectively. The Company assesses
the impairment of purchased intangible assets subject to
amortization when events and circumstances indicate that the
carrying value of the assets might not be recoverable. The
determination of related estimated useful lives and whether or not
these assets are impaired involves significant judgments, related
primarily to the future profitability and/or future value of the
assets. Changes in the Company’s strategic plan and/or
other-than-temporary changes in market conditions could
significantly impact these judgments and could require adjustments
to recorded asset balances. Long-lived assets are evaluated
for impairment whenever an event or change in circumstances has
occurred that could have a significant adverse effect on the fair
value of long-lived assets. The Company performed evaluations of
intangible assets as of each quarter end during 2020 and 2021. For
the year ended December 31, 2021, the Company recorded an
impairment of $207,000 on purchased intangible assets. See
Note 7 - Intangible Assets
for further discussion. There were no impairments to purchased
intangible assets for the
year ended December 31, 2020. Intangible assets with finite
lives are amortized using the straight-line method over the
estimated economic lives of the assets, which range from five to
twelve years in accordance with ASC Topic 350 “Intangibles
- Goodwill and Other - Testing Indefinite-Lived Intangible Assets
for Impairment.”
Leases
The Company primarily leases facilities for office, warehouse, and
data center space under non-cancellable operating leases for its
U.S. and international locations, and accounts for these leases in
accordance with ASC-842.
Operating lease right-of-use assets and liabilities are recognized
at commencement date based on the present value of lease payments
over the expected lease term. Right-of-use assets represent our
right to use an underlying asset for the lease term and lease
liabilities represent our obligation to make lease payments arising
from the lease. Since our lease arrangements do not provide an
implicit rate, we use our estimated incremental borrowing rate for
the expected remaining lease term at commencement date in
determining the present value of future lease payments. Operating
lease expense is recognized on a straight-line basis over the lease
term.Variable
lease payments are not included in the lease payments to measure
the lease liability and are expensed as incurred. The Company’s
leases have remaining terms of one to three years and
some of the leases include a Company option to extend the lease
term for less than twelve months to five years, or more, which
if reasonably certain to exercise, the Company includes in the
determination of lease payments. The lease agreements do not
contain any material residual value guarantees or material
restrictive covenants.
Leases with an initial term of 12 months or less are not recognized
on the balance sheet and the expense for these short-term leases is
recognized on a straight-line basis over the lease term. Common
area maintenance fees (or CAMs) and other charges related to leases
are expensed as incurred.
See
Note 9 - Operating Leases and Right-of-Use Assets
for further discussion of the Company’s lease
activities.
Off-Balance Sheet Arrangements
As of December 31, 2021 and 2020, we had no off-balance sheet
arrangements.
Recent Accounting Pronouncements
See the sections titled “Summary of Significant Accounting
Policies-Recently adopted accounting pronouncements” and “Recent
accounting pronouncements not yet adopted” in
Note 1 - Business Description and Significant Accounting
Policies
to our Consolidated Financial Statements for more
information.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk
Not applicable.
Item 8. Financial Statements and Supplementary
Data
The information required by this Item 8 is incorporated by
reference herein from Item 15, Part IV, of this
Report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s
Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of the Company’s disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of December 31, 2021.
Based on such evaluation, the Company’s Chief Executive Officer and
Chief Financial Officer have concluded that, as of
December 31, 2021, the Company’s disclosure controls and
procedures are effective to ensure that information required to be
disclosed by the Company in the reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported within
the time periods specified by the SEC’s rules and forms and are
designed to ensure that information required to be disclosed by the
Company in the reports we file or submit under the Exchange Act is
accumulated and communicated to the Company’s management, including
the
Company’s Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
Changes in Internal Control Over Financial Reporting
The Company’s management, with the participation of the Company’s
Chief Executive Officer and Chief Financial Officer, has evaluated
changes in internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the quarter ended December 31, 2021 and
have concluded that no change has materially affected, or is
reasonably likely to materially affect, the Company’s internal
control over financial reporting.
Management’s Annual Report on Internal Control Over Financial
Reporting
The Company’s management is responsible for establishing and
maintaining an adequate system of internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15(f)
and 15d-15(f). Our internal control system was designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements
for external purposes, in accordance with U.S. GAAP. Because of
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 policies and
procedures may deteriorate.
The Company’s management, including the Company’s Chief Executive
Officer and Chief Financial Officer, has conducted an evaluation of
the effectiveness of our internal control over financial reporting
as of December 31, 2021 based on the 2013 framework in
Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). The
COSO framework summarizes each of the components of a company’s
internal control system, including (i) the control
environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and
(v) monitoring. Based on this evaluation, the Company’s
management concluded that our internal control over financial
reporting was effective as of December 31, 2021.
Item 9B. Other Information
None.
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent
Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
Board of Directors
Our Board of Directors currently consists of five directors. The
current Board members include four independent directors and our
chief executive officer. The core responsibility of our Board of
Directors is to exercise its business judgment to act in what it
reasonably believes to be in the best interests of the Company and
its stockholders. Further, members of the Board fulfill their
responsibilities consistent with their fiduciary duty to the
stockholders, and in compliance with all applicable laws and
regulations. The primary responsibilities of the Board
include:
•Oversight
of management performance and assurance that stockholder interests
are served;
•Oversight
of the Company’s business affairs and long-term strategy;
and
•Monitoring
adherence to the Company’s standards and policies, including, among
other things, policies governing internal controls over financial
reporting.
Our Board of Directors conducts its business through meetings of
the Board and through activities of the standing committees, as
further described below. The Board and each of the standing
committees meet throughout the year and also
holds special meetings and acts by written consent from time to
time, as appropriate. Board agendas include regularly scheduled
executive sessions of the independent directors to meet without the
presence of management. The Board has delegated various
responsibilities and authority to different committees of the
Board, as described below. Members of the Board have access to all
of our members of management outside of Board
meetings.
Our Board of Directors met and/or acted by written consent nine
times during the year ended December 31, 2021. During this period,
each director attended 75% or more of the aggregate of (i) the
total number of meetings of the Board of Directors held during the
period for which he was a director and (ii) the total number of
meetings of committees of the Board of Directors on which he
served, held during the period for which he served. The Company
does not have a policy with regard to directors’ attendance at our
annual meetings of stockholders. All Board members attended the
2021 annual meeting of stockholders.
The following table sets forth information with respect to our
Board of Directors as of the date of this Report.
|
|
|
|
|
|
|
|
|
Name |
Age |
Position with Company |
Jason Adelman
(1)(2)(3)
|
52 |
Director, Chairman of the Compensation Committee, Chairman of the
Nominating Committee |
Matthew Blumberg
(1)(3)
|
51 |
Chairman of the Board |
Peter Holst |
53 |
Director, President and Chief Executive Officer |
James S. Lusk
(1)(2)(3)
|
66 |
Director, Chairman of the Audit Committee |
Deborah Meredith
(2)(3)
|
62 |
Director |
(1) Member of the Audit Committee |
|
(2) Member of the Compensation Committee |
|
(3) Member of the Nominating Committee |
|
Biographies for Board of Directors
Jason Adelman, Director.
Mr. Adelman joined our Board of Directors in July 2019. Mr.
Adelman is the Founder and Managing Member of Burnham Hill Capital
Group, LLC, a privately held financial advisory firm, and serves as
Managing Member of Cipher Capital Partners LLC, a private
investment fund. Mr. Adelman also serves as a member of the board
of directors of Trio-Tech International (NYSE American:TRT). Prior
to founding Burnham Hill Capital Group, LLC in 2003, Mr. Adelman
served as Managing Director of Investment Banking at H.C.
Wainwright and Co., Inc. Mr. Adelman graduated from the University
of Pennsylvania with a B.A. in Economics, cum laude, and from
Cornell Law School with a J.D.
In considering Mr. Adelman as a director of the Company, the Board
reviewed, among other qualifications, his experience and expertise
in finance, accounting, banking and management based on his
experience with Burnham Hill Capital Group LLC, Cipher Capital
Partners LLC, and H. C. Wainwright & Co. Mr. Adelman qualifies
as an "audit committee financial expert" under the applicable SEC
rules and accordingly contributes to the Board of Directors his
understanding of generally accepted accounting principles and his
skills in auditing, as well as in analyzing and evaluating
financial statements.
Matthew Blumberg, Chairman of the Board.
Mr. Blumberg joined our Board of Directors in August 2021 and has
served as the Chairman of the Board since our 2021 annual meeting
of stockholders (December 16, 2021). Since April 2020, Mr. Blumberg
is the Co-Founder and Chief Executive Officer of Bolster, an
on-demand executive talent marketplace that helps accelerate
companies’ growth by connecting them with experienced, highly
vetted executives for interim, fractional, advisory, project-based
or board roles. From 1999 to June 2019, Mr. Blumberg served as
Chairman and CEO of Return Path, Inc., a software company. He also
co-founded and currently serves as Chairman of Path Forward.ORG, a
nonprofit organization on a mission to empower people to restart
their careers after time spent focused on caregiving, working with
more than 60 companies including Apple, Amazon, Walmart, Intuit,
Campbell’s Soup, PayPal, Verizon and Oracle. Mr. Blumberg is also
an author and frequent public speaker. He was recognized as one of
New York’s 100 most influential technology leaders by the
Silicon Alley Insider
in 2008, was one of
Crain’s New York
Top Entrepreneurs in 2012 and an Ernst & Young Entrepreneur of
the Year finalist in 2012. He has served as a board member of
numerous corporate, nonprofit and community organizations. Mr.
Blumberg attended Princeton University where he graduated summa cum
laude with an A.B. in Urban Planning in 1992.
In considering Mr. Blumberg as a director of the Company, the Board
reviewed his experience and expertise in work force matters and the
leadership he has shown in his positions with current and prior
companies. Mr. Blumberg qualifies as an "audit committee financial
expert" under the applicable SEC rules and accordingly contributes
to the Board of Directors his understanding of generally accepted
accounting principles and his skills in auditing, as well as in
analyzing and evaluating financial statements.
Peter Holst, President and Chief Executive
Officer. Prior
to being named President and CEO in January 2013, Mr. Holst served
as the Company’s Senior Vice President for Business Development
since October 1, 2012. Mr. Holst has served as a director of the
Company since January 2013 and as Chairman of the Board from July
2019 up until the 2021 annual meeting of shareholders. Mr. Holst
has more than 29 years of experience in the collaboration industry.
Prior to joining the Company, Mr. Holst served as the Chief
Executive Officer of Affinity VideoNet, Inc., and as the President
and Chief Operating Officer of Raindance Communications. Mr. Holst
holds a degree in Business Administration from the University of
Ottawa.
In considering Mr. Holst as a director of the Company, the Board
reviewed his extensive knowledge and expertise in the communication
services industry, and the leadership he has shown in his positions
with prior companies.
James S. Lusk, Director.
Mr. Lusk joined our Board of Directors in
February 2007. Mr. Lusk is currently the Chief Financial
Officer of Sutherland Global Services, a global provider of
business process transformation and technology management services.
Mr. Lusk joined Sutherland in July 2015. From 2007 until July 2015,
Mr. Lusk was Executive Vice President of ABM Industries
Incorporated (NYSE:ABM), a leading provider of facility solutions,
and served as ABM’s Chief Financial Officer from 2007 until April
2015. Prior to joining ABM, he served as Vice President, Business
Services and Chief Operating Officer for the Europe, Middle East
and Africa region for Avaya from 2005 to 2007. Mr. Lusk has also
served as Chief Financial Officer and Treasurer of BioScrip/MIM,
President of Lucent Technologies’ Business Services division, and
interim Chief Financial Officer and Corporate Controller of Lucent
Technologies. Mr. Lusk earned his B.S. (Economics), cum laude,
from the Wharton School, University of Pennsylvania, and his M.B.A
(Finance) from Seton Hall University. He is a certified public
accountant and was inducted into the AICPA Business and Industry
Leadership Hall of Fame in 1999.
In considering Mr. Lusk as a director of the Company, the Board
reviewed his extensive expertise and knowledge regarding finance
and accounting matters, as well as compensation, risk assessment
and corporate governance. Mr. Lusk qualifies as an “audit committee
financial expert” under the applicable SEC rules and accordingly
contributes to the Board of Directors his understanding of
generally accepted accounting principles and his skills in
auditing, as well as in analyzing and evaluating financial
statements.
Deborah Meredith, Director.
Ms. Meredith joined our Board of Directors in August 2021. Ms.
Meredith currently serves, and has served for the last 19 years, as
a board member, advisor and consultant to several high-tech
companies with extensive experience in strategic roles with
privately held start-up companies such as Proofpoint, Aviatrix,
Qventus, Alation and Kinsa Health. Ms. Meredith has more than three
decades of experience working hands-on with company founders to
assemble world-class teams, architect software products and
establish a roadmap for operational success. Ms. Meredith earned a
master's degree in computer science from Stanford University and an
undergraduate degree in both computer science and mathematics from
the University of Michigan.
In considering Ms. Meredith as a director of the Company, the Board
reviewed her experience and expertise in the technology industry
and the leadership she has shown in her positions with prior
companies.
Director Independence
On February 12, 2021, the Company transferred the listing of our
common stock from the NYSE American Stock Exchange (the “NYSE
American”) to The Nasdaq Capital Market (“Nasdaq”).
Our Board of Directors has determined that each of our current
directors, other than Mr. Holst, qualifies as “independent” in
accordance with the rules of the Nasdaq. Because Mr. Holst is an
employee of the Company, he does not qualify as
independent.
The Nasdaq independence definition includes a series of objective
tests, such as that the director is neither an executive officer
nor an employee of the Company and has not engaged in various types
of business dealings with the Company. In addition, as further
required by the Nasdaq rules, the Board has made a subjective
determination as to each independent director that no relationship
exists which, in the opinion of the Board, would interfere with the
exercise of independent judgment in carrying out the
responsibilities of a director. In making these determinations, the
directors reviewed and discussed information provided by the
directors and the Company with regard to each director’s business
and personal activities as they may relate to the Company and the
Company’s management, including each of the matters set forth under
“Part III, Item 13. Certain Relationships and Related Transactions,
and Director Independence.” below.
Board Committees
The Board has an audit committee, a compensation committee, and a
nominating committee, and may form special committees as is
required from time to time. Each of the committees regularly report
on their activities and actions to the full
Board. The charters for the audit committee, the compensation
committee, and the nominating committee are available on the
Company’s website at www.oblong.com. The contents of our website
are not incorporated by reference into this document for any
purpose.
Audit Committee
The audit committee currently consists of Mr. Lusk (chair), Mr.
Blumberg, and Mr. Adelman. Our Board of Directors has determined
that all members of the audit committee are “independent” within
the meaning of the listing standards of Nasdaq and the SEC rules
governing audit committees and “financially literate” for purposes
of applicable Nasdaq listing standards. In addition, our Board of
Directors has determined that each of Messrs. Lusk, Blumberg, and
Adelman have the accounting and related financial management
expertise to satisfy the requirements of an “audit committee
financial expert,” as determined pursuant to the rules and
regulations of the SEC. The audit committee consults and meets with
our independent registered public accounting firm, Chief Financial
Officer and accounting personnel, reviews potential conflict of
interest situations where appropriate, and reports and makes
recommendations to the full Board of Directors regarding such
matters. The audit committee met four times during the year ended
December 31, 2021.
Compensation Committee
Our compensation committee currently consists of Mr. Adelman
(chair), Mr. Lusk, and Ms. Meredith. Each member of the
compensation committee meets the applicable independence
requirements of the Nasdaq, including the additional independence
test required for compensation committee members. In affirmatively
determining the independence of the compensation committee members,
we considered all factors specifically relevant to determining
whether each of the directors has a relationship to the Company
that is material to that director’s ability to be independent from
management in connection with the duties of a compensation
committee member. The compensation committee met and/or acted by
written consent three times during the year ended December 31,
2021.
The compensation committee is responsible for establishing and
administering our executive compensation policies. The role of the
compensation committee is to (i) formulate, evaluate and approve
compensation of the Company’s directors, executive officers and key
employees, (ii) oversee all compensation programs involving the use
of the Company’s stock and (iii) produce, if required under
applicable securities laws, a report on executive compensation for
inclusion in the Company’s proxy statement for its annual meeting
of stockholders. The duties and responsibilities of the
compensation committee under its charter include:
•annually
reviewing and making recommendations to the Board with respect to
compensation of directors, executive officers and key employees of
the Company;
•annually
reviewing and approving corporate goals and objectives relevant to
Chief Executive Officer compensation, evaluating the Chief
Executive Officer’s performance in light of those goals and
objectives, and recommending to the Board the Chief Executive
Officer’s compensation levels based on this
evaluation;
•reviewing
competitive practices and trends to determine the adequacy of the
executive compensation program;
•approving
and overseeing compensation programs for executive officers
involving the use of the Company’s stock;
•approving
and administering cash incentives for executives, including
oversight of achievement of performance objectives, and funding for
executive incentive plans;
•annually
performing a self-evaluation on the performance of the compensation
committee; and
•making
regular reports to the Board concerning the activities of the
compensation committee.
When appropriate, the compensation committee may, in carrying out
its responsibilities, form and delegate authority to subcommittees.
The Chief Executive Officer plays a role in determining the
compensation of our other executive officers by evaluating the
performance of those executive officers. The Chief Executive
Officer’s evaluations are then reviewed by the compensation
committee. This process leads to a recommendation for any changes
in salary, bonus terms and equity awards, if any, based on
performance, which recommendations are then reviewed and approved
by the compensation committee.
Nominating Committee
Our nominating committee currently consists of Mr. Adelman (chair),
Mr. Blumberg, Mr. Lusk, and Ms. Meredith. Each member of the
nominating committee meets the independence requirements of the
Nasdaq. The nominating committee is responsible for assessing the
performance of our Board of Directors and making recommendations to
our Board regarding nominees for the Board. The nominating
committee met and/or acted by written consent two times during the
year ended December 31, 2021.
The nominating committee considers qualified candidates to serve as
a member of our Board of Directors that are suggested by our
stockholders. Nominees recommended by stockholders will be given
appropriate consideration and evaluated in the same manner as other
nominees. Stockholders can suggest qualified candidates for
director by writing to our Corporate Secretary at 25587 Conifer
Road, Suite 105-231, Conifer, CO 80433. Stockholder submissions
that are received in accordance with our by-laws and that meet the
criteria outlined in the nominating committee charter are forwarded
to the members of the nominating committee for review. Stockholder
submissions must include the following information:
•a
statement that the writer is our stockholder and is proposing a
candidate for our Board of Directors for consideration by the
nominating committee;
•the
name of and contact information for the candidate;
•a
statement of the candidate’s business and educational
experience;
•information
regarding each of the factors set forth in the nominating committee
charter sufficient to enable the nominating committee to evaluate
the candidate;
•a
statement detailing any relationship between the candidate and any
of our customers, suppliers or competitors;
•detailed
information about any relationship or understanding between the
proposing stockholder and the candidate; and
•a
statement that the candidate is willing to be considered and
willing to serve as our director if nominated and
elected.
In considering potential new directors, the nominating committee
will review individuals from various disciplines and backgrounds.
Among the qualifications to be considered in the selection of
candidates are broad experience in business, finance or
administration; familiarity with national and international
business matters; familiarity with our industry; and prominence and
reputation. While there is no formal policy with regard to
consideration of diversity in identifying director nominees, the
nominating committee will consider diversity in business
experience, professional expertise, gender and ethnic background,
along with various other factors when evaluating director nominees.
The nominating committee will also consider whether the individual
has the time available to devote to the work of our Board of
Directors and one or more of its committees.
The nominating committee will also review the activities and
associations of each candidate to ensure that there is no legal
impediment, conflict of interest or other consideration that might
hinder or prevent service on our Board of Directors. In making its
selection, the nominating committee will bear in mind that the
foremost responsibility of a director of a corporation is to
represent the interests of the stockholders as a whole. The
nominating committee will periodically review and reassess the
adequacy of its charter and propose any changes to the Board of
Directors for approval.
Contacting the Board of Directors
Any stockholder who desires to contact our Board of Directors,
committees of the Board of Directors and individual directors may
do so by writing to: Oblong, Inc., 25587 Conifer Road, Suite
105-231, Conifer, CO 80433, Attention: David Clark, Corporate
Secretary. Mr. Clark will direct such communication to the
appropriate persons.
Board Leadership Structure and Role in Risk Oversight
Mr. Holst has served as the Company’s President and Chief Executive
Officer since January 2013 and has served as the Chairman of the
Company’s Board of Directors from July 2019 up until our 2021
annual meeting of stockholders. Effective on the date of the 2021
annual meeting of stockholders, Mr. Blumberg replaced Mr. Holst as
the Chairman of the Board of Directors.
To ensure a strong and independent Board, as discussed herein, the
Board has affirmatively determined that all directors of the
Company, other than Mr. Holst, are independent within the meaning
of the Nasdaq listing standards currently in effect.
Our
Corporate Governance Guidelines provide that non-management
directors shall meet in regular executive session without
management present.
The Board has an active role, directly and through its committees,
in the oversight of the Company’s risk management efforts. The
Board carries out this oversight role through several levels of
review. The Board regularly reviews and discusses with members of
management information regarding the management of risks inherent
in the operation of the Company’s business and the implementation
of the Company’s strategic plan, including the Company’s risk
mitigation efforts.
Each of the Board’s committees also oversees the management of the
Company’s risks that are under each committee’s areas of
responsibility. For example, the audit committee oversees
management of accounting, auditing, external reporting, internal
controls and cash investment risks. The nominating committee
oversees and assesses the performance of the Board and makes
recommendations to the Board from time to time regarding nominees
for the Board. The compensation committee oversees risks arising
from compensation practices and policies. While each committee has
specific responsibilities for oversight of risk, the Board is
regularly informed by each committee about such risks. In this
manner the Board is able to coordinate its risk
oversight.
We have adopted a code of conduct and ethics, as amended effective
October 12, 2015, that applies to all of our employees, directors
and officers, including our Chief Executive Officer, Chief
Financial Officer and our finance team. The full text of our code
of conduct and ethics (as amended) is posted on our website at
www.oblong.com and will be made available to stockholders without
charge, upon request, in writing to the Corporate Secretary
at 25587 Conifer Road, Suite 105-231, Conifer, CO 80433.
Disclosure regarding any amendments to, or waivers from, provisions
of the code of conduct and ethics that apply to our principal
executive officer, principal financial officer, principal
accounting officer or controller or person performing similar
functions will be included in a Current Report on Form 8-K within
four business days following the date of the amendment or waiver,
unless website posting of such amendments or waivers is then
permitted by the rules of the national securities exchange on which
the Company trades.
Biographies for Executive Officers
Peter Holst, President and Chief Executive Officer (CEO).
See “Biographies for Board of Directors” above for Mr. Holst’s
biography.
David Clark, Chief Financial Officer.
Mr. Clark, 53, joined the Company in March 2013 as Chief Financial
Officer (“CFO”). Mr. Clark has more than 29 years of experience in
finance and accounting. Prior to joining the Company, Mr. Clark
served as Vice President of Finance, Treasurer and acting CFO for
Allos Therapeutics, a publicly traded biopharmaceutical company,
and as CFO of Seurat Company (formerly XOR, Inc.), an e-commerce
managed services company. Mr. Clark started his career with seven
years in the audit practice of PricewaterhouseCoopers LLP. Mr.
Clark is an active Certified Public Accountant and received a
Master of Accountancy and a B.S. in Accounting from the University
of Denver.
Pete Hawkes, Senior Vice President, Design, Product &
Engineering.
Mr. Hawkes, 44, joined the Company in October 2011. Mr. Hawkes
previously held the position of Director of Interaction Design at
the Company and was promoted to his current position in May 2020.
Mr. Hawkes received an M.F.A. in Design Media Arts from the
University of California Los Angeles.
Family Relationships
There are no family relationships between the officers and
directors of the Company.
Legal Proceedings
During the past ten years none of our directors or executive
officers was involved in any legal proceedings described in
subparagraph (f) of Item 401 of Regulation S-K.
Item 11. Executive Compensation
Director Compensation
The Company’s director compensation plan provides that non-employee
directors are entitled to receive annually: (i) a grant of 2,500
shares of restricted stock or restricted stock units (“RSUs”)
awarded under the Company’s 2019 Equity Incentive Plan (pro-rated
as necessary for the period of service from the director’s date of
appointment to the Board of Directors until the
next annual meeting of stockholders); and (ii) a retainer fee of
$20,000. The annual fee is payable in equal quarterly installments
on the first business day following the end of the calendar
quarter, in cash or shares of restricted stock, as chosen by the
director, on an annual basis on or before December 31 of the
applicable fiscal year. The annual equity grants to directors are
normally made as of the date of the annual meeting of the Company’s
stockholders. Grants of restricted stock or RSUs vest on the first
anniversary of the grant date or earlier upon the occurrence of
certain termination events or upon a change in control of the
Company. Vested RSUs are settled in shares of Common Stock on a
1-for-1 basis upon the earliest of (i) the tenth anniversary of the
grant date of the RSUs, (ii) a change in control (as defined in the
award agreement) of the Company and (iii) the date of a director’s
separation from service.
The Company’s director compensation plan provides that non-employee
directors are also entitled to receive annually: (i) an additional
cash payment of $20,000 to the chairman of its Board of Directors,
(ii) an additional cash payment of $10,000 to the chairperson of
its audit committee, (iii) an additional cash payment of $5,000 to
each of the chairpersons of its compensation committee and
nominating committee, and (iv) an additional cash payment of $3,000
to each non-chair member of any standing committee, in each case
payable in equal quarterly installments in arrears. In addition,
the Company may establish special committees of the Board from time
to time and provide for additional retainers in connection
therewith.
The following table represents compensation for the Company’s
non-employee directors during the year ended December 31, 2021. All
compensation for Peter Holst, the Company’s Chairman, President and
CEO, during the year ended December 31, 2021 is included in the
Summary Compensation Table under “Executive Compensation”
below.
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|
Name |
|
Cash Fees Earned ($) |
|
Stock Awards($)(1)
|
|
Total($) |
Jason Adelman |
|
33,000 |
|
328,500 |
|
361,500 |
Matthew Blumberg |
|
10,627 |
|
None |
|
10,627 |
James S. Lusk |
|
36,000 |
|
109,500 |
|
145,500 |
Deborah Meredith |
|
9,750 |
|
None |
|
9,750 |
|
|
|
|
|
|
|
(1) These amounts represent the aggregate grant date fair value for
awards of restricted stock units for fiscal year 2021 computed in
accordance with FASB ASC Topic 718.
|
As of December 31, 2021, Mr. Lusk has 10,000 outstanding
vested stock options and 627 unvested restricted stock awards. In
addition, as of December 31, 2021, 28,904 vested RSUs issued
to Mr. Lusk remain outstanding due to the deferred payment
provisions set forth in these RSU awards. No other equity awards
were outstanding, as of December 31, 2021, for the remaining
non-employee directors.
Executive Compensation
Summary Compensation Table
The following table sets forth, for the years ended
December 31, 2021
and 2020, the compensation awarded to, paid to, or earned by: Peter
Holst, Chairman, President and CEO; David Clark, CFO, Treasurer and
Secretary; Pete Hawkes, SVP, Product, Design & Engineering; and
John Underkoffler, former Director and former Chief Technology
Officer (“CTO”) (the “named executive officers”), as
follows:
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Name and Principal Positions |
Year |
Salary
($) |
|
Bonus
($) |
Stock Awards (2)
($) |
|
All Other Compensation
($) |
|
Total
($) |
Peter Holst |
2021 |
246,340 |
|
(1) |
200,000 |
|
— |
|
|
8,693 |
|
(3) |
455,033 |
|
Chairman, President and CEO |
2020 |
199,875 |
|
|
210,000 |
|
— |
|
|
8,550 |
|
(3) |
418,425 |
|
|
|
|
|
|
|
|
|
|
|
David Clark |
2021 |
242,164 |
|
(1) |
|
100,000 |
|
— |
|
|
8,688 |
|
(3) |
350,852 |
|
CFO, Treasurer and Secretary |
2020 |
225,133 |
|
|
118,125 |
|
— |
|
|
8,550 |
|
(3) |
351,808 |
|
|
|
|
|
|
|
|
|
|
|
John Underkoffler |
2021 |
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
Former Director and Former CTO |
2020 |
100,000 |
|
(4) |
— |
|
— |
|
|
115,400 |
|
(4) |
215,400 |
|
Pete Hawkes |
2021 |
200,000 |
|
(1) |
— |
|
372,000 |
|
|
5,769 |
|
(3) |
577,769 |
|
SVP, Design, Product, & Engineering |
2020 |
180,304 |
|
|
— |
|
— |
|
|
— |
|
|
180,304 |
|
|
|
|
|
|
|
|
|
|
|
(1) Effective July 1, 2021, the annual salaries for Mr. Holst and
Mr. Clark were increased to $295,000 and $260,000, respectively.
Effective June 29, 2020, Mr. Hawkes annual salary is
$200,000.
|
(2) These amounts represent the aggregate grant date fair value for
awards of stock options for 2021, computed in accordance with FASB
ASC Topic 718.
|
(3) Represents matching contributions under the Company’s 401(k)
Plan for Mr. Holst of $8,693 for 2021 and $8,550 for 2020; for Mr.
Clark of $8,688 for 2021 and $8,550 for 2020; and $5,769 for Mr.
Hawkes for 2021.
|
(4) Effective May 1, 2020, Mr. Underkoffler was no longer with the
Company as an employee and therefore the salary shown herein
represents salary earned from January 1, 2020 through May 1, 2020
(Mr. Underkoffler’s annual salary was $300,000). Mr. Underkoffler
received a severance payment of $100,000 and COBRA benefits in
connection with his separation from the Company pursuant to the
terms of a Separation Agreement (which is reflected in the “All
Other Compensation” column and is discussed further in “Agreements
with Named Executive Officers” below). Effective November 9, 2020,
Mr. Underkoffler resigned from the Board of Directors.
|
Outstanding Equity Awards at 2021 Fiscal Year-End
The table set forth below presents information concerning
outstanding stock option awards held by certain named executive
officers at December 31, 2021.
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Option Awards |
|
Stock Awards |
Name |
Grant Date |
Number of Securities Underlying Unexercised Options
(#) Exercisable (1) |
|
Option Exercise Price ($) |
|
Option Expiration Date |
|
Number of Shares of Stock that Have Not Vested (#)(2) |
|
Market Value of Shares of Stock That Have Not Vested
($)(3)
|
Peter Holst |
1/13/2013 |
87,500 |
|
|
19.80 |
|
|
1/13/2023 |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
David Clark |
3/25/2013 |
10,000 |
|
|
15.10 |
|
|
3/25/2023 |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Pete Hawkes |
10/1/2019 |
150,000 |
|
|
3.25 |
|
|
6/28/2031 |
|
150,000 |
|
|
154,500 |
|
|
|
|
|
|
|
|
|
|
|
|
John Underkoffler |
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
(1) All stock option awards held by Messers Holst and Clark were
fully vested and exercisable as of December 31, 2021; Mr. Hawkes
stock option awards were not vested or exercisable. |
(2) At December 31, 2021, Mr. Hawkes held 150,000 stock options,
which were subject to vesting over a three-year period; 1/3 on June
28, 2022, 1/3 on June 28, 2023, and 1/3 on June 28,
2024. |
(3) Calculated on an as-converted basis to common stock at a per
share price of $1.03, which was the closing price of our common
stock on the Nasdaq Capital Market as of December 31,
2021.
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401(k) Plan
The Company maintains a tax-qualified 401(k) plan on behalf of its
eligible employees, including its named executive officers.
Pursuant to the terms of the plan, for fiscal years 2021 and 2020,
eligible employees may defer up to 80% of their salary each year,
and the Company matched 50% of an employee’s contributions on the
first 6% of the employee’s salary. This matching contribution vests
over four years.
Agreements with Named Executive Officers
We have entered into employment agreements with certain of our
named executive officers, excluding Mr. Hawkes. All named executive
officers, whether or not subject to an employment agreement, are
“at will” employees of the Company.
Peter Holst Employment Agreement.
On January 13, 2013, the Board appointed Peter Holst as the
Company’s President and Chief Executive Officer, and as a member of
the Board. In connection with his appointment, the Company entered
into an employment agreement with Mr. Holst, which was subsequently
amended and restated as of January 28, 2016 and as of July 19, 2019
(as amended and restated, the “Holst Employment Agreement”).
Pursuant to the Holst Employment Agreement, Mr. Holst receives an
annual base salary of $295,000 and is eligible to receive an annual
incentive bonus equal to 100% of his base salary, at the discretion
of the compensation committee of the Board based on meeting certain
financial and non-financial goals.
Under the terms of the Holst Employment Agreement, if Mr. Holst’s
employment is terminated outside of a “change in control” (as
defined in the Holst Employment Agreement) (i) by the Company
without “cause” or by Mr. Holst for “good reason” (as such terms
are defined therein) or (ii) as a result of the expiration of the
term of the Holst Employment Agreement caused by the Company’s
election not to renew such agreement, then he will be entitled to
receive the following payments and benefits, subject to his
execution and non-revocation of an effective general release of
claims in favor of the Company:
•12
months’ base salary, payable in equal monthly installments in
accordance with the Company’s normal payroll
practices;
•100%
of his maximum annual target bonus payable for the calendar year in
which such termination occurs;
•100%
accelerated vesting of Mr. Holst’s then-unvested shares of
restricted stock and RSUs (if any); and
•payment
(or reimbursement) of the COBRA premiums for continuation of
coverage for Mr. Holst and his eligible dependents under the
Company’s then existing medical, dental and prescription insurance
plans for a period of 12 months.
In addition to the above payments and benefits, in the event that
Mr. Holst’s employment is terminated during the 18-month period
following a “change in control” (i) by the Company without “cause”
or by Mr. Holst for “good reason” or (ii) as a result of the
expiration of the term of the Holst Employment Agreement caused by
the Company’s election not to renew such agreement, then he will be
entitled to receive the following payments and benefits, subject to
his execution and non-revocation of an effective general release of
claims in favor of the Company:
•24
months’ base salary, payable in equal monthly installments in
accordance with the Company’s normal payroll
practices;
•100%
of his maximum annual target bonus payable for the calendar year in
which such termination occurs;
•a
pro-rated portion of his maximum annual target bonus for the
calendar year in which the effective date of termination
occurs;
•80%
accelerated vesting of Mr. Holst’s then-unvested shares of
restricted stock and RSUs (if any); and
•payment
(or reimbursement) of the COBRA premiums for continuation of
coverage for Mr. Holst and his eligible dependents under the
Company’s then existing medical, dental and prescription insurance
plans for a period of 12 months.
In consideration of the payments and benefits under the Holst
Employment Agreement, Mr. Holst is restricted from engaging in
competitive activities for 12 months after the termination of his
employment, as well as prohibited from soliciting the Company’s
clients and employees and from disclosing the Company’s
confidential information.
The Holst Employment Agreement contains a “best after-tax benefit”
provision, which provides that, to the extent that any amounts
payable under the Holst Employment Agreement would be subject to
the federal tax levied on certain “excess parachute payments” under
Section 4999 of the Code, the Company will either pay Mr. Holst the
full amount due under the
Holst Employment Agreement or, alternatively, reduce his payments
to the extent that no Section 4999 excise tax would be due,
whichever provides the highest net after-tax benefit to Mr.
Holst.
David Clark Employment Agreement.
On March 25, 2013, the Company entered into an employment agreement
with David Clark in connection with his appointment as Chief
Financial Officer of the Company, which was subsequently amended
and restated on July 19, 2019 (as amended and restated, the “Clark
Employment Agreement”). Pursuant to the Clark Employment Agreement,
Mr. Clark receives an annual base salary of $260,000 and is
eligible to receive an annual incentive bonus equal to 50% of his
base salary, at the discretion of the compensation committee of the
Board, based on meeting certain financial and non-financial
goals.
Under the terms of the Clark Employment Agreement, if Mr. Clark’s
employment is terminated outside of a “change in control” (as
defined in the Clark Employment Agreement) (i) by the Company
without “cause” or by Mr. Clark with or without “good reason” (as
such terms are defined therein) or (ii) as a result of the
expiration of the term of the Clark Employment Agreement caused by
the Company’s election not to renew such agreement, then he will be
entitled to receive the following payments and benefits, subject to
his execution and non-revocation of an effective general release of
claims in favor of the Company:
•Six
months’ base salary, payable in equal monthly installments in
accordance with the Company’s normal payroll
practices;
•50%
of his maximum annual target bonus payable for the calendar year in
which such termination occurs;
•a
pro-rated portion of his maximum annual target bonus for the
calendar year in which the effective date of termination
occurs;
•100%
accelerated vesting of Mr. Clark’s then-unvested shares of
restricted stock and RSUs (if any); and
•payment
(or reimbursement) of the COBRA premiums for continuation of
coverage for Mr. Clark and his eligible dependents under the
Company’s then existing medical, dental and prescription insurance
plans for a period of six months.
In addition to the above payments and benefits, in the event that
Mr. Clark’s employment is terminated during the 18-month period
following a “change in control” by the Company without “cause” or
by Mr. Clark for “good reason,” then he will also be entitled to
receive (i) increased severance equal to 18 months’ base salary,
(ii) 100% of his maximum annual target bonus payable for the
calendar year in which such termination occurs, and (iii) extended
payment (or reimbursement) of the COBRA premiums for 12 months. In
such event, Mr. Clark will be entitled to receive 80% accelerated
vesting of his then-unvested shares of restricted stock and RSUs
(if any).
In consideration of the payments and benefits under the Clark
Employment Agreement, Mr. Clark is restricted from engaging in
competitive activities for six months after the termination of his
employment, as well as prohibited from soliciting the Company’s
clients and employees and from disclosing the Company’s
confidential information.
John Underkoffler Separation Agreement.
On May 7, 2020, the Company announced that Mr. John Underkoffler
had ceased serving in the role of Chief Technology Officer
effective as of May 1, 2020. On November 9, 2020, the Company
entered into a Separation Agreement (the “Separation Agreement”)
with Mr. Underkoffler to aid in Mr. Underkoffler’s transition from
the Company. Pursuant to the Separation Agreement, among other
things: (i) the Company agreed to make a severance payment of
$100,000 to Mr. Underkoffler (which was paid in a single lump sum
during the year ended December 31, 2020) and provided him payment
(or reimbursement) of the COBRA premiums for continuation of health
insurance benefits for twelve months; (ii) Mr. Underkoffler
executed a customary release of claims and proprietary information
and inventions agreement; and (iii) Mr. Underkoffler resigned as a
director of the Company effective as of November 9, 2020. Mr.
Underkoffler’s resignation was not a result of any disagreement
with the Company regarding any matter relating to its operations,
policies or practices.
Potential Payments to Named Executive Officers upon Termination or
Change-in-Control
In accordance with the terms of the Company’s 2007 Stock Incentive
Plan and 2014 Equity Incentive Plan, upon a “Change in Control” or
“Corporate Transaction” (as each such term is defined in such
Plans), all shares of restricted stock,
RSUs and all unvested options, including those held by the named
executive officers, immediately vest and become exercisable, as
applicable. No named executive officer is entitled to accelerated
vesting in connection with a voluntary resignation, retirement,
termination due to death or disability, or a termination for cause.
In accordance with the terms of the Company’s 2019 Equity Incentive
Plan, the Company is given authority to accelerate the timing of
the exercise/vesting provisions of awards under such plan in the
event of certain change in control or other corporate
transactions.
See “Agreements with Named Executive Officers” above for a
discussion of certain payments the Company could be required to
make upon the termination of a Named Executive
Officer.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth information regarding the beneficial
ownership of our capital stock, as of March 23, 2022, by each
of the following:
•each
person (or group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”))
known by us to own beneficially more than 5% of any class of our
voting securities;
•the
named executive officers set forth in the Summary Compensation
Table under “Executive Compensation” above;
•each
of our directors and director nominees; and
•all
of our directors and executive officers as a group.
The amounts and percentages in the table below are based on
30,816,048 shares of Common Stock issued and outstanding as of
March 15, 2022. As used in this table, “beneficial ownership” means
the sole or shared power to vote or direct the voting or to dispose
or direct the disposition of any security. A person is considered
the beneficial owner of securities that can be acquired within 60
days of such date through the exercise or conversion of any option,
warrant or other derivative security. Shares of Common Stock
subject to options, restricted stock units (“RSUs”), warrants or
other derivative securities which are currently exercisable or
convertible or are exercisable or convertible within such 60 days
are considered outstanding for computing the ownership percentage
of the person holding such options, RSUs, warrants or other
derivative security, but are not considered outstanding for
computing the ownership percentage of any other
person.
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|
|
Common Stock |
Name and Address of Beneficial Owners
(1)
|
|
Amount and Nature of Beneficial Ownership
(2)
|
|
Percent of Class |
Named Executive Officers and Directors: |
|
|
|
|
Peter Holst |
|
413,491 |
|
(3) |
1.3 |
% |
David Clark |
|
58,933 |
|
(4) |
0.2 |
% |
Pete Hawkes |
|
13,112 |
|
(5) |
— |
% |
James S. Lusk |
|
93,406 |
|
(6) |
0.3 |
% |
Jason Adelman |
|
646,000 |
|
(7) |
2.1 |
% |
Matthew Blumberg |
|
— |
|
(8) |
— |
% |
Deborah Meredith |
|
— |
|
(9) |
— |
% |
All directors and executive officers as a group
(7 people) |
|
1,224,942 |
|
|
4.0 |
% |
|
|
|
|
|
Greater than 5% Owners: |
|
|
|
|
Foundry Group, 700 Front St., Suite 104, Louisville, CO
80027 |
|
7,839,509 |
|
(10) |
25.4 |
% |
StepStone Group LP, 4225 Executive Square, Suite 1600, La Jolla, CA
90237 |
|
3,692,661 |
|
(11) |
12.0 |
% |
Morgan Stanley Investment Management, Inc.,522 5th Avenue, 6th
Floor, New York, NY 10036 |
|
3,416,345 |
|
(12) |
11.1 |
% |
|
|
|
|
|
(1) Unless otherwise noted, the address of each person listed is
c/o Oblong, Inc., 25587 Conifer Road, Suite 105-231, Conifer, CO
80433. |
(2) Unless otherwise indicated by footnote, the named persons have
sole voting and investment power with respect to the shares of
Common Stock beneficially owned. |
(3) Includes 325,991 shares of Common Stock and 87,500 shares of
Common Stock subject to stock options presently
exercisable. |
(4) Includes 48,933 shares of Common Stock and 10,000 shares of
Common Stock subject to stock options presently
exercisable. |
(5) Includes 13,112 shares of Common Stock and excludes 150,000
shares of Common Stock subject to stock options not presently
exercisable. |
(6) Based on ownership information from the Form 4 filed by Mr.
Lusk with the SEC on August 20, 2021. Includes 54,502 shares of
Common Stock, 10,000 shares of Common Stock subject to stock
options presently exercisable, and 28,904 shares of Common Stock
issuable from vested RSUs (for which the shares of Common Stock
have not yet been delivered in accordance with the terms of these
RSUs).
|
(7) Based on ownership information from the Form 4 filed by Mr.
Adelman with the SEC on August 20, 2021. Mr. Adelman beneficially
owns 646,000 shares of Common Stock, of which 569,500 shares are
held directly by Mr. Adelman and 76,500 shares are held in a
retirement plan. |
(8) Based on ownership information from the Form 3 filed by Mr.
Blumberg with the SEC on August 25, 2021. |
(9) Based on ownership information from the Form 3 filed by Ms.
Meredith with the SEC on August 25, 2021. |
(10) Based on ownership information from an amendment to Schedule
13D filed on February 22, 2021.
|
(11) Based on ownership information from an amendment to Schedule
13G/A filed on February 11, 2022. |
(12) Based on ownership information from a Schedule 13G filed on
February 11, 2022. |
Equity Compensation Plan Information
The following table sets forth, as of December 31, 2021,
information regarding our common stock that may be issued under the
Company’s equity compensation plans:
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|
Plan Category |
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Stock Options
(a) |
|
Weighted Average
Exercise Price of
Outstanding
Stock Options
(b) |
|
Number of Securities to be Issued Upon Vesting of Outstanding
Restricted Stock Units (*)
(c) |
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Columns
(a) & (c)) |
Equity compensation plans approved by security holders |
|
407,500 |
|
|
$ |
7.57 |
|
|
— |
|
|
2,513,500 |
|
(*) As of December 31, 2021, 28,904 vested RSUs remain
outstanding under the Company’s 2014 Equity Incentive Plan, as
shares of common stock have not yet been delivered for these units
in accordance with the terms of the RSUs.
See “Part II. Item 5. Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity
Securities--Securities Authorized for Issuance under Equity
Compensation Plans” for information concerning our equity
compensation plans as of December 31, 2021.
Item 13. Certain Relationships and Related Transactions, and
Director Independence
Other than compensation arrangements for our directors and named
executive officers, which are described elsewhere in this Annual
Report, there have been no transactions since January 1, 2020 to
which we were a party or will be a party, in which:
•the
amounts involved exceeded or will exceed the lesser of (1) $120,000
or (2) one percent of the average of our total assets at year-end
for the last two completed fiscal years; and
•any
of our directors, executive officers or holders of more than 5% of
our capital stock, or any member of the immediate family of, or
person sharing the household with, the foregoing persons, had or
will have a direct or indirect material interest.
Policy on Future Related Party Transactions
Transactions with related parties, including the transactions
referred to above, are reviewed and approved by independent members
of the Board of Directors of the Company in accordance with the
Company’s written Code of Business Conduct and Ethics.
Director Independence
See Item 10. Director Independence and Item 10. Board Leadership
Structure and Role in Risk Oversight for information regarding the
independence of our directors.
Item 14. Principal Accounting Fees and Services
The audit committee, composed entirely of independent, non-employee
members of the Board of Directors, appointed the firm of
EisnerAmper LLP, Iselin, New Jersey (“EisnerAmper”), PCAOB
identification number 274, as the independent registered public
accounting firm for the audit of the consolidated financial
statements of the Company and its subsidiaries for the fiscal years
ending December 31, 2021 and 2020. As our independent
registered public accounting firm, EisnerAmper audited our
consolidated financial statements for the fiscal year ending
December 31, 2021, reviewed the related interim quarters, and
performed audit-related services and consultation in connection
with various accounting and financial reporting matters.
EisnerAmper may also perform certain non-audit services for our
Company. The audit committee has determined that the provision of
the services provided by EisnerAmper as set forth herein are
compatible with maintaining EisnerAmper’s independence and the
prohibitions on performing non-audit services set forth in the
Sarbanes-Oxley Act and relevant SEC rules.
Audit Fees
EisnerAmper, our principal accountant, billed us approximately
$299,000 for professional services for the audit of our annual
consolidated financial statements for the 2021 fiscal year and the
reviews of the consolidated financial statements included in our
quarterly reports on Form 10-Q for the 2021 fiscal year.
EisnerAmper billed us $301,000 for professional services for the
audit of our annual consolidated financial statements for the 2020
fiscal year and the reviews of the consolidated financial
statements included in our quarterly reports on Form 10-Q for
the 2020 fiscal year.
Audit-Related Fees
EisnerAmper did not bill us in the 2021 and 2020 fiscal years for
any audit-related fees.
Tax Fees
EisnerAmper did not bill us in the 2021 and 2020 fiscal years for
any professional services rendered for tax compliance, tax advice
or tax planning.
All Other Fees
EisnerAmper did not bill us for products and services, other than
the audit described above, during the 2021 and 2020 fiscal
years.
Audit Committee Pre-Approval Policy
The audit committee is required to pre-approve the engagement of
EisnerAmper to perform audit and other services for the Company.
Our procedures for the pre-approval by the audit committee of all
services provided by EisnerAmper comply with SEC regulations
regarding pre-approval of services. Services subject to these SEC
requirements include audit services, audit-related services, tax
services and other services. The audit engagement is specifically
approved, and the auditors are retained by the audit committee. The
audit committee also has adopted policies and procedures for
pre-approving all non-audit work performed by EisnerAmper. In
accordance with audit committee policy and the requirements of law,
all services provided by EisnerAmper in the 2021 and 2020 fiscal
years were pre-approved by the audit committee and all services to
be provided by EisnerAmper will be pre-approved. Pre-approval
includes audit services, audit-related services, tax services and
other services. To avoid certain potential conflicts of interest,
the law prohibits a publicly traded company from obtaining certain
non-audit services from its auditing firm. We obtain these services
from other service providers as needed.
PART IV
Item 15. Exhibits, Financial Statement Schedules
A. The following documents are filed as part of this
Report:
1. Consolidated Financial
Statements:
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|
Page |
Report of Independent Registered Public Accounting Firm |
|
Consolidated Balance Sheets at December 31, 2021 and
2020 |
|
Consolidated Statements of Operations for the years ended
December 31, 2021 and 2020 |
|
Consolidated Statements of Stockholders’ Equity for the years ended
December 31, 2021 and 2020 |
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2021 and 2020 |
|
Notes to Consolidated Financial Statements |
|
2. Financial Statement Schedules have been
omitted since they are either not required, not applicable, or the
information is otherwise included.
3. Exhibits:
A list of exhibits required to be filed as part of this Report is
set forth in the Exhibit Index on page
50
of this Form 10-K, which immediately precedes such exhibits, and is
incorporated by reference.
Item 16. Form 10-K Summary
None.
EXHIBIT INDEX
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|
Exhibit
Number |
|
Description |
2.1 |
|
|
2.2† |
|
|
2.3 |
|
|
2.4† |
|
|
2.5 |
|
|
3.1 |
|
|
3.2 |
|
|
3.3 |
|
|
3.4 |
|
|
3.5 |
|
|
3.6 |
|
|
3.7 |
|
|
4.1 |
|
|
4.2 |
|
|
4.3 |
|
|
4.4 |
|
|
4.5 |
|
|
4.6 |
|
|
|
|
|
|
|
|
|
|
|
4.7 |
|
|
4.8 |
|
|
4.9 |
|
|
4.10 |
|
|
4.11 |
|
|
4.12 |
|
Default Waiver and First Amendment to Second Amended and Restated
Loan and Security Agreement, dated June 26, 2020, by and among by
and among Oblong, Inc., Oblong Industries, Inc., and GP
Communications, LLC, as borrowers, and Silicon Valley Bank as
lender (filed as Exhibit 10.2 to the Registrants Quarterly Report
on Form 10-Q filed with the SEC on August 14, 2020, and
incorporated herein by reference).
|
4.13 |
|
Agreement, dated October 20, 2020, by and among Oblong, Inc.,
Oblong Industries, Inc., GP Communications LLC, and Silicon Valley
Bank (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on November 16, 2020, and incorporated
herein by reference).
|
4.14 |
|
|
4.15 |
|
|
4.16 |
|
|
10.1# |
|
|
10.2# |
|
|
10.3# |
|
|
10.4# |
|
|
10.5# |
|
|
10.6# |
|
|
10.7# |
|
|
10.8# |
|
|
10.9# |
|
|
10.10# |
|
|
10.11# |
|
|
10.12# |
|
|
|
|
|
|
|
|
|
|
|
10.13# |
|
|
10.14 |
|
|
10.15# |
|
|
10.16# |
|
|
10.17# |
|
|
10.18# |
|
|
10.19 |
|
|
10.20 |
|
|
10.21 |
|
|
10.22 |
|
|
10.23 |
|
|
10.24 |
|
|
10.25# |
|
|
10.26 |
|
|
10.27# |
|
|
10.28# |
|
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10.29 |
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10.30 |
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10.31 |
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10.32# |
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10.33 |
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10.34 |
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10.35 |
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10.36 |
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21.1* |
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23.1* |
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24.1 |
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31.1* |
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31.2* |
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32.1** |
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101.INS |
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XBRL Instance Document |
101.SCH |
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XBRL Taxonomy Extension Schema |
101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase |
101.DEF |
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XBRL Taxonomy Extension Definition Linkbase |
101.LAB |
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XBRL Taxonomy Extension Label Linkbase |
101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase |
———————
# Constitutes a management contract, compensatory plan or
arrangement.
* Filed herewith.
** Furnished herewith.
† Schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant hereby undertakes to furnish
supplemental copies of any of the omitted schedules upon request by
the SEC.
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
March 29, 2022
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OBLONG, INC. |
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By: |
/s/ Peter Holst |
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Peter Holst |
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Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter Holst and David Clark
jointly and severally, his attorneys-in-fact, each with power of
substitution, for him in any and all capacities, to sign any
amendments to this Report on Form 10-K, and file the same,
with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant as of this 29th day of March 2022 in
the capacities indicated.
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/s/ Peter Holst |
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President and Chief Executive Officer |
Peter Holst |
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/s/ David Clark |
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Chief Financial Officer (Principal Financial and Accounting
Officer) |
David Clark |
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/s/ Matthew Blumberg |
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Chairman of the Board |
Matthew Blumberg |
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/s/ Jason Adelman |
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Director |
Jason Adelman |
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/s/ James Lusk |
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Director |
James Lusk |
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/s/ Deborah Meredith |
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Director |
Deborah Meredith |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Board of Directors and Stockholders of
Oblong, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Oblong, Inc. and
subsidiaries (the “Company”) as of December 31, 2021, and 2020, and
the related statements of operations, stockholders’ equity, and
cash flows for each of the years then ended, and the related notes
(collectively referred to as the “financial statements”). In our
opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31,
2021, and 2020, and the results of their operations and their cash
flows for each of the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.
Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has incurred losses
and expects to continue to incur losses. These conditions raise
substantial doubt about its ability to continue as a going concern.
Management’s plans in regard to these matters are also described in
Note 2. The financial statements do not include any adjustments
that might result from the outcome of this
uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements 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 audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the 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 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 financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising
from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee
and that: (1) relate to accounts or disclosures that are material
to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of
the critical audit matters does not alter in any way our opinion on
the 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 Impairment Assessment
The Company performs goodwill impairment testing on an annual basis
on September 30 or when events occur or circumstances change that
would indicate the carrying value exceeds the fair value. For
reporting units evaluated using a quantitative assessment, the fair
values are determined using a weighting of an income approach and a
market approach. An impairment loss is recognized when the carrying
amount of a reporting unit’s net assets exceeds the estimated fair
value of the reporting unit. These estimates are subject to
significant management judgment, including the determination of
many factors such as, but not limited to, sales growth rates and
discount rates developed using market observable inputs and
considering risk regarding future performance. Changes in these
estimates can have a significant impact on the determination of
cash flows and fair value and could potentially result in future
material impairments. During the fourth quarter of 2021, the
Company
determined that a triggering event relating to the Company’s
declining stock price required an interim evaluation of goodwill at
December 31, 2021. Based on the impairment test performed, no
impairment charges were recorded.
We identified goodwill impairment assessment as a critical audit
matter because of the significant management judgment and
subjectivity in developing the fair value measurement of the
reporting units. This required a high degree of auditor judgement
and an increase in audit effort to perform procedures and evaluate
audit evidence related to the revenue growth rates, estimated
costs, and the discount rate assumptions utilized in the income
approach.
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,
among others, (i) obtaining an understanding of management’s
process and evaluating the design of controls related to the
goodwill impairment assessment; (ii) testing management’s process
for developing the fair value estimate; (iii) evaluating the
appropriateness of the valuation model used in management’s
estimate; (iv) testing the completeness, accuracy, and relevance of
underlying data used in the model; and (v) evaluating the
reasonableness of the revenue growth rates and assumptions used by
management. Evaluating management’s assumptions related to the
revenue growth rates, estimated costs and the discount rate
involved evaluating whether the assumptions used by management were
reasonable considering (i) the current and past performance of the
reporting unit, (ii) the consistency with external market and
industry data, (iii) whether these assumptions were consistent with
evidence obtained in other areas of the audit, and (iv) performing
sensitivity analyses over significant estimates and assumptions. We
involved valuation professionals with specialized skills and
knowledge when performing audit procedures to evaluate the
reasonableness of Management’s estimates and assumptions related to
the selection of sales growth rates and discount
rates.
Intangible Asset Impairment Assessment
Intangible assets are comprised of developed technology, trade
names, and distributor relationships in the Collaboration Products
reporting segment. The Company assesses the impairment of
intangible assets subject to amortization when events and
circumstances indicate that the carrying value of the assets might
not be recoverable. Estimates and assumptions are utilized in the
valuations, including projected cash flows, revenue growth rates,
and the estimated useful lives of the assets. These estimates are
subject to significant management judgment. Changes in these
estimates can have a significant impact on the determination of
cash flows and could potentially result in future material
impairments. In 2021, the Company considered the decline in revenue
for the Collaboration Products reporting segment to be a triggering
event for a recoverability test of its intangible assets. Based on
the corresponding recoverability test, the Company determined no
impairment chargers were required to be recorded.
We identified the intangible asset impairment assessment as a
critical audit matter because of the significant management
judgment and subjectivity in developing the undiscounted cash flows
utilized in the impairment assessment. This required a high degree
of auditor judgement and significant audit effort to perform
procedures and evaluate audit evidence related to the projected
cash flows including revenue growth rates.
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,
among others, (i) obtaining an understanding of management’s
process and evaluating the design of controls related to the
intangible asset impairment assessment; (ii) testing management’s
process for developing the undiscounted cash flow estimate; (iii)
testing the completeness, accuracy, and relevance of underlying
data used in the model; and (iv) evaluating the reasonableness of
the revenue growth rates and assumptions used by management,
including the estimated useful lives of the intangible assets.
Evaluating management’s assumptions related to the revenue growth
rates involved evaluating whether the assumptions used by
management were reasonable considering (i) the current and past
performance of the reporting unit, (ii) the consistency with
external market and industry data, (iii) whether these assumptions
were consistent with evidence obtained in other areas of the audit,
and (iv) performed sensitivity analyses over significant estimates
and assumptions. We involved valuation professionals with
specialized skills and knowledge when performing audit procedures
to evaluate the reasonableness of Management’s estimates and
assumptions related to the selection of sales growth rates and the
estimated useful lives of the assets.
/s/ EisnerAmper LLP
We have served as the Company’s auditor since 2010.
EISNERAMPER LLP
Iselin, New Jersey
March 29, 2022
OBLONG, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value, stated value and
shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 |
|
December 31,
2020 |
ASSETS
|
|
|
|
Current assets:
|
|
|
|
Cash
|
$ |
8,939 |
|
|
$ |
5,058 |
|
Current portion of restricted cash |
61 |
|
|
158 |
|
Accounts receivable, net
|
849 |
|
|
3,166 |
|
Inventory
|
1,821 |
|
|
920 |
|
Prepaid expenses and other current assets
|
1,081 |
|
|
691 |
|
Total current assets
|
12,751 |
|
|
9,993 |
|
Property and equipment, net
|
159 |
|
|
573 |
|
Goodwill
|
7,367 |
|
|
7,367 |
|
Intangibles, net |
7,562 |
|
|
10,140 |
|
Operating lease, right-of-use assets
|
659 |
|
|
903 |
|
Other assets
|
109 |
|
|
167 |
Total assets
|
$ |
28,607 |
|
|
$ |
29,143 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
Current liabilities:
|
|
|
|
Current portion of long-term debt, net of debt
discount
|
$ |
— |
|
|
$ |
2,014 |
|
Accounts payable
|
259 |
|
|
313 |
|
Accrued expenses and other current liabilities
|
959 |
|
|
1,201 |
|
Current portion deferred revenue
|
783 |
|
|
1,217 |
|
Operating lease liabilities, current
|
492 |
|
|
830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
2,493 |
|
|
5,575 |
|
Long-term liabilities:
|
|
|
|
|
|
|
|
Long-term debt, net of current portion and net of debt
discount
|
— |
|
|
403 |
|
Operating lease liabilities, net of current portion
|
236 |
|
|
602 |
|
Deferred revenue, net of current portion
|
381 |
|
|
506 |
|
|
|
|
|
Total long-term liabilities
|
617 |
|
|
1,511 |
|
Total liabilities
|
3,110 |
|
|
7,086 |
|
Commitments and contingencies (see Note 15)
|
|
|
|
Stockholders’ equity:
|
|
|
|
Preferred stock Series A-2, convertible; $.0001 par value; $7,500
stated value; 7,500 shares authorized, no shares issued and
outstanding as of December 31, 2021, and 45 shares issued and
outstanding, and liquidation preference of $338, at December 31,
2020
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Preferred stock Series D, convertible; $.0001 par value; $28.50
stated value; 1,750,000 shares authorized, no shares issued and
outstanding as of December 31, 2021, and 1,697,958 shares issued
and outstanding, and liquidation preference of $48,392 at December
31, 2020
|
— |
|
|
— |
|
Preferred stock Series E, convertible; $.0001 par value; $28.50
stated value; 175,000 shares authorized, no shares issued and
outstanding as of December 31, 2021, and 131,579 shares issued and
outstanding, and liquidation preference of $3,750 at December 31,
2020
|
— |
|
|
— |
|
Common stock, $.0001 par value; 150,000,000 shares authorized;
30,929,331 shares issued and 30,816,048 outstanding at December 31,
2021 and 7,861,912 shares issued and 7,748,629 outstanding at
December 31, 2020
|
3 |
|
1 |
Treasury stock, 113,283 shares at December 31, 2021 and
2020
|
(181) |
|
|
(181) |
|
Additional paid-in capital
|
227,581 |
|
|
215,092 |
|
Accumulated deficit
|
(201,906) |
|
|
(192,855) |
|
Total stockholders’ equity
|
25,497 |
|
|
22,057 |
|
Total liabilities and stockholders’ equity
|
$ |
28,607 |
|
|
$ |
29,143 |
|
See accompanying notes to consolidated financial
statements
-F-3-
OBLONG, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2021 |
|
2020 |
Revenues
|
$ |
7,739 |
|
|
$ |
15,333 |
|
Cost of revenues (exclusive of depreciation and
amortization)
|
5,021 |
|
|
7,280 |
|
Gross profit |
2,718 |
|
|
8,053 |
|
Operating expenses:
|
|
|
|
Research and development
|
2,913 |
|
|
3,711 |
|
Sales and marketing
|
2,195 |
|
|
3,392 |
General and administrative
|
6,363 |
|
|
6,724 |
|
Impairment charges
|
305 |
|
|
1,150 |
|
Depreciation and amortization
|
2,736 |
|
3,140 |
Total operating expenses
|
14,512 |
|
|
18,117 |
|
Loss from operations
|
(11,794) |
|
|
(10,064) |
|
Interest and other (income) expense:
|
|
|
|
Interest expense and other, net
|
22 |
|
|
352 |
|
Gain on extinguishment of debt
|
(2,448) |
|
|
(3,117) |
|
|
|
|
|
Other income
|
(227) |
|
|
— |
|
Foreign exchange loss |
— |
|
|
19 |
|
Interest and other (income) expense, net |
(2,653) |
|
|
(2,746) |
|
Loss before income taxes
|
(9,141) |
|
|
(7,318) |
|
Income tax (benefit) expense |
(90) |
|
|
103 |
|
Net loss
|
$ |
(9,051) |
|
|
$ |
(7,421) |
|
Preferred stock dividends
|
1 |
|
|
17 |
|
Undeclared dividends |
366 |
|
|
788 |
|
Conversion inducement |
300 |
|
|
— |
|
Warrant modification |
37 |
|
|
— |
|
Net loss attributable to common stockholders
|
$ |
(9,755) |
|
|
$ |
(8,226) |
|
|
|
|
|
Net loss attributable to common stockholders per
share:
|
|
|
|
Basic and diluted net loss per share
|
$ |
(0.37) |
|
|
$ |
(1.48) |
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares:
|
|
|
|
Basic and diluted
|
26,567 |
|
|
5,547 |
|
|
|
|
|
See accompanying notes to consolidated financial
statements
-F-4-
OBLONG, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except shares of Series A-2, Series C, Series D and
Series E Preferred Stock)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A-2 Preferred Stock
|
|
|
|
Series C Preferred Stock
|
|
Series D Preferred Stock
|
|
Series E Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Total
|
Balance at December 31, 2019 |
32 |
|
|
$ |
— |
|
|
|
|
|
|
475 |
|
|
$ |
— |
|
|
1,734.901 |
|
|
$ |
— |
|
|
131.579 |
|
|
$ |
— |
|
|
5,267 |
|
|
$ |
1 |
|
|
105 |
|
|
$ |
(165) |
|
|
$ |
207,383 |
|
|
$ |
(185,434) |
|
|
$ |
21,785 |
|
Net loss |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,421) |
|
|
(7,421) |
|
Stock-based compensation
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8 |
|
|
— |
|
|
— |
|
|
— |
|
|
198 |
|
|
— |
|
|
198 |
|
Issuance of preferred stock for accrued dividends |
13 |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
99 |
|
|
— |
|
|
99 |
|
Forfeiture of preferred stock
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
(28,618) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Preferred stock conversion
|
— |
|
|
— |
|
|
|
|
|
|
(475) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
158 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Preferred stock dividends
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|