What changed in this filing

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Item 1A. Risk Factors

2021-08-24 compared with 2020-08-31 · 84 added, 111 removed, 211 unchanged (48% of the section changed)

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The following are certain risks that could affect our business, financial position and results of operations.

These risks include those related to our continuing operations, as well as our discontinued operations.

These risks should be considered in connection with evaluating an investment in our company and, in particular, the forward-looking statements contained in this Report because these risks could cause the actual results to differ materially from those suggested by the forward-looking statements.

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We expressly disclaim any obligation to update or revise any risk factors, whether as a result of new information, future events or otherwise, except as required by law.

People - If we cannot continue to hire and retain high quality employees, our business and financial results may be negatively affected.

Index to Financial Statements

Our operating results could be adversely affected by increased competition for employees, difficulty in recruiting employees, higher employee turnover or increased compensation and benefit costs.

Our employees are important to our success and we are dependent in part on our ability to retain the services of our employees in key roles.

We have built our business on a set of core values, and we attempt to hire and retain employees who are committed to these values and our culture of providing exceptional service to our customers and suppliers.

In order to compete and to continue to grow, we must attract, retain and motivate employees, including those in executive, senior management, sales, marketing, logistics, technical support and other operating positions.

Many of our employees work in small teams to provide specific services to customers and suppliers.

They are trained to develop their knowledge of products, services, programs and practices and customer business needs, as well as to enhance the skills required to provide exceptional service and to manage our business.

As they gain experience and develop their knowledge and skills, our employees become highly desired by other businesses.

Therefore, to retain our employees, we have to provide a satisfying work environment and competitive compensation and benefits.

Cyber security risk - Our reputation and business may be harmed from cyber security risk and we may be subject to legal claims if there is loss, disclosure or misappropriation of or access to our customers' or our business partners' or our own information or other breaches of our information security.

We make extensive use of online services and integrated information systems, including through third-party service providers.

The secure maintenance and transmission of customer information is a critical element of our operations.

Our information technology and other systems that maintain and transmit customer or employee information or those of service providers or business partners may be compromised by a malicious third-party penetration of our network security, or that of a third-party service provider or business partner, or impacted by advertent or inadvertent actions or inactions by our employees, or those of a third-party service provider or business partner.

With constant changes in the security landscape, experienced computer programmers and hackers may be able to penetrate our network security, or that of our third-party service providers, and misappropriate or compromise our confidential information, create system disruptions, or cause shutdowns.

As a result, our customers' information may be lost, disclosed, accessed or taken without our customers' consent.

We are subject to laws and regulations relating to customer privacy and the protection of personal information.

Any such loss, disclosure or misappropriation of, or access to, customers' or business partners' information or our information or other breach of such information security can result in legal claims or legal proceedings, including regulatory investigations and actions, may have a serious impact on our reputation and may adversely affect our businesses, operating results and financial condition.

Organic growth strategies - If we fail to effectively manage and implement our operating strategies, we may experience a negative effect on our business and financial results.

A significant component of our growth strategy is to expand our channels and expand our existing products and services in our existing channels and entry into new channels.

These efforts may divert our resources and systems, require additional resources that might not be available (or available on acceptable terms), result in new or more intense competition, require longer implementation times or greater expenditures than anticipated and otherwise fail to achieve timely desired results, if at all.

If we are unable to increase our sales and earnings by expanding our product and service offerings in a cost effective manner, our results may suffer.

Our ability to successfully manage our organic growth will require continued enhancement of our operational, managerial and financial resources, controls, and models.

Our failure to effectively manage our organic growth could have an adverse effect on our business, financial condition and results of operations.

We completed the divestiture of our operations in Latin America countries, outside of Brazil, and our distribution operations in Europe.

In addition, we exited our Canpango business.

Reorienting our business and redeploying capital to focus on higher margin opportunities in our United States, Canadian and Brazilian businesses was designed to lead to longer-term value creation for our shareholders.

COVID-19 - COVID-19 is expected to have a significant and adverse impact upon our business.

In early March 2020, the World Health Organization characterized COVID-19 as a pandemic.

The rapid spread of COVID-19 since December 2019 has resulted in the implementation of numerous measures to contain the virus worldwide, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns.

The pa ndemic and these containment measures have had, and are expected to continue to have, a substantial impact on our business, suppliers' businesses and sales partners' businesses.

We are unable at this time to predict the ultimate impact that COVID-19 will have on our business due to

The spread of COVID-19 since December 2019 has resulted in the implementation of numerous measures to contain the virus worldwide, such as travel bans and restrictions, quarantines, shelter-in-place orders, business shutdowns, and limitations of in-person gatherings.

The pa ndemic and these containment measures have had a substantial impact on our business, suppliers' businesses and sales partners' businesses.

The negative impacts to net sales from the pandemic, including declines in customer demand and supply chain disruptions, were most pronounced during the fourth quarter of fiscal year 2020, and have since

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the inability to predict the duration or magnitude of the virus' impacts.

However, we have experienced decreased revenue and increased employee-related healthcare and prevention costs.

Our revenues could further decrease significantly if our suppliers are not able to supply us products in a timely manner, our distribution centers may not be able to maintain staffing levels and therefore shipments, and our cash flows could suffer.

Overall, we expect COVID-19 to adversely impact our results of operations for at least the next two quarters if not longer, while we have had, and will likely continue to make, adjustments to our operating practices as appropriate, it is unlikely that these measures will be sufficient to fully offset the adverse impacts.

To the extent the COVID-19 pandemic continues, the mitigation efforts and the resulting economic impact adversely affect many aspects of our business.

recovered throughout fiscal year 2021.

While we are unable to predict the ultimate impact that COVID-19 will have on our business, certain technologies have benefited from the widespread adoption of work-from-home, as well as the accelerated shift to digitize and automate processes.

However, our revenues could decrease significantly if our suppliers are not able to supply us products in a timely manner, our distribution centers may not be able to maintain staffing levels and therefore shipments, and our cash flows could suffer.

We are also incurring higher employee-related healthcare and prevention costs as a result of the pandemic, including providing protective equipment to our front-line employees, and increased sanitation measures at our offices and warehouses.

To the extent the COVID-19 pandemic continues, the mitigation efforts and the resulting economic impact could adversely affect many aspects of our business.

COVID-19 may also have the effect of heightening many of the other risk factors disclosed herein, such as those relating to our growth strategies, credit exposure, liquidity and capital resources, people, volatility of stock price and economic weakness.

IT Systems - Our ability to manage our business and monitor results is highly dependent upon information and communication systems.

A failure of these systems could disrupt our business.

We are highly dependent upon a variety of computer and telecommunication systems to operate our business, including our enterprise resource planning systems.

As we are dependent upon our ability to gather and promptly transmit accurate information to key decision makers, our business, results of operations and financial condition may be adversely affected if our information systems do not allow us to transmit accurate information, even for a short period of time.

Failure to properly or adequately address these issues could impact our ability to perform necessary business operations, which could adversely affect our reputation, competitive position, business, financial condition and results of operations.

In addition, the information systems of companies we acquire may not meet our standards or we may not be able to successfully convert them to provide acceptable information on a timely and cost-effective basis.

Furthermore, we must attract and retain qualified people to operate our systems, expand and improve them, integrate new programs effectively with our existing programs and convert to new systems efficiently when required.

Any disruption to our business due to such issues, or an increase in our costs to cover these issues, could have an adverse effect on our financial results and operations.

Our customers rely on our electronic ordering and information systems as a source for product information, including availability and pricing.

There can be no assurance that our systems will not fail or experience disruptions, and any significant failure or disruption of these systems could prevent us from making sales, ordering and delivering products and otherwise conducting our business.

Many of our customers use our website to check product availability, see their customized pricing and place orders.

While our website has not experienced any material disruptions or security breakdowns, it may in the future and any disruptions could harm our relationship with our suppliers, customers and other business partners.

Any material disruption of our website or the Internet in general could impair our order processing or prevent our suppliers and customers from accessing information and cause us to lose business.

Acquisitions - Our growth strategy includes acquisitions of companies that complement or expand our existing business.

Acquisitions involve unique risks and uncertainties.

We have acquired, and may continue to acquire, companies that complement or expand our existing business in the United States and internationally, and some of these acquisitions may be in business lines where we have little, if any, experience.

Acquisitions entail a number of risks, including that the acquired company will not perform as expected and that we will be responsible for unexpected costs or liabilities.

In addition, increases in the size and complexity of our business may place a significant strain on our management, operations, technical performance, financial resources and internal financial control and reporting functions, and there are no assurances that we will be able to manage the acquisition process or newly acquired companies effectively.

It is not always possible to conduct an assessment of an acquired business’s internal control over financial reporting in the period between the consummation date and the date of management’s assessment.

Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations under Section 404 of the Sarbanes-Oxley Act of 2002.

Our personnel, systems, procedures and controls may not be adequate to effectively manage our future operations, especially as we employ personnel in multiple domestic and international locations.

We may not be able to hire, train, retain and manage the personnel required to address our growth.

Failure to effectively manage our acquisition opportunities could damage our reputation, limit our future growth, and adversely affect our business, financial condition and operating results.

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Economic weakness - Economic weakness and geopolitical uncertainty could adversely affect our results and prospects.

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The economic weakness brought about by COVID-19 may result in prolonged recession, which has the potential to disproportionately impact our business depending on which sectors of the economy and which geographies are most impacted.

Divestitures - There is no guarantee we will sell our Divestitures on favorable terms or at all.

In August 2019, we announced plans to divest our operations in Latin America, outside of Brazil, and our products distribution operations located in Europe and the UK.

The sales process has taken longer than anticipated and there can be no guarantee that we will complete any sale of these businesses, or that the terms of the sale will be favorable.

We have agreed to sell the Latin America business, outside of Brazil, to Intcomex.

The Latin America transaction is expected to close on or around September 30, 2020 and is subject to customary closing conditions.

We have identified potential buyers for our Europe business, however any sale is subject to further negotiation, completion of due diligence, execution of a definitive purchase agreement and certain divestitures are conditioned by regulatory approvals.

A failure to complete these transactions in a timely fashion and on favorable terms would negatively impact our financial condition.

In addition, our failure to effectively complete a sale transaction could result in significant expenses to wind-down our operations and our business operations and financial condition, including our results of operations, cash flows and stock price may be adversely impacted.

Organic growth strategies - If we fail to effectively manage and implement our operating strategies, we may experience a negative effect on our business and financial results.

A significant component of our growth strategy is to expand our channels and expand our existing products and services in our existing channels and entry into new channels.

If we are unable to increase our sales and earnings by expanding our product and service offerings in a cost effective manner, our results may suffer.

Our ability to successfully manage our organic growth will require continued enhancement of our operational, managerial and financial resources, controls, and model.

Our failure to effectively manage our organic growth could have an adverse effect on our business, financial condition and results of operations.

We are in the process of divesting our operations in Latin American countries, outside of Brazil, and our distribution operations in Europe, as well as winding down our Canpango business.

Reorienting our business and redeploying capital to focus on

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higher margin opportunities in our United States, Canadian and Brazilian businesses are designed to lead to longer-term value creation for our shareholders.

If we are not successful in exiting our operations in those countries in a cost-effective manner, our revenues, results of operations and financial condition may be adversely impacted.

If we fail to effectively reinvest capital in our continuing operations and execute on our anticipated next phase of growth our financial results could be negatively impacted.

Credit exposure - We have credit exposure to our customers.

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As a result of these factors and other challenges in extending credit to international customers, we generally face greater credit risk from international sales compared to domestic sales.

As we implement our plan to sell our operations in Latin American countries outside of Brazil and in Europe, with the exception of our digital businesses, we may face a heightened risk of credit losses in those geographies that could negatively impact our performance.

As customers continue to face the negative economic impacts of COVID-19, we may face heightened credit losses not otherwise experienced before the pandemic.

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• Changes in the interpretation and enforcement of laws (in particular related to items such as duty and taxation), and laws related to data privacy such as GDPR and other similar privacy laws that impact our IT systems and processes;

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• Global economic and financial market instability related to the U.K.’s referendum withdrawal from the E.U., as well as instability from the possibility of withdrawal of other E.U.

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Foreign Corrupt Practices Act, U.K.

Bribery Act, and similar laws of other jurisdictions, governing our business activities outside the United States, the violation of which

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could result in severe penalties, including monetary fines, criminal proceedings and suspension of export or import privileges;

Bribery Act, and similar laws of other jurisdictions, governing our business activities outside the United States, the violation of which could result in severe penalties, including monetary fines, criminal proceedings and suspension of export or import privileges;

• Terrorist or military actions that result in destruction or seizure of our assets or suspension or disruption of our operations or those of our customers, suppliers or service providers.

We currently transact business in the UK, where we also have offices and a distribution center, and in key E.U.

We currently transact business in the UK, where we also have offices.

The UK has formally exited the E.U.

(“Brexit”) and is in a transition period until the end of 2020.

Negotiations are ongoing to determine the future terms of the UK’s relationship with the E.U., including the terms of trade between the UK and the E.U.

(“Brexit”) and the transition period has now ended.

As a result, a number of agreements have been made that alter UK’s relationship with the E.U., including the terms of trade between the UK and the E.U.

and the rest of the world.

The effects of Brexit will depend on any agreements the UK makes to retain access to E.U.

markets either during a transitional period or more permanently.

The measures could potentially disrupt the markets we serve and the tax jurisdictions in which we operate and adversely change tax benefits or liabilities in these or other jurisdictions.

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If we cannot successfully increase our business, our product sales, financial condition and results of operations could be adversely affected.

As we plan to exit our products distribution business in Latin America, outside of Brazil and Europe, our presence in international countries will substantially decrease upon completion of that exit.

Before we exit, we are still subject to all risks associated with operating in those countries.

We make extensive use of online services and centralized data processing, including through third-party service providers.

The secure maintenance and transmission of customer information is a critical element of our operations.

As a result, our customers' information may be lost, disclosed, accessed or taken without our customers' consent.

We are subject to laws and regulations relating to customer privacy and the protection of personal information.

IT Systems - Our ability to manage our business and monitor results is highly dependent upon information and communication systems.

A failure of these systems could disrupt our business.

We are highly dependent upon a variety of computer and telecommunication systems to operate our business, including our enterprise resource planning systems.

Failure to properly or

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adequately address these issues could impact our ability to perform necessary business operations, which could adversely affect our reputation, competitive position, business, financial condition and results of operations.

Any disruption to our business due to such issues, or an increase in our costs to cover these issues, could have an adverse effect on our financial results and operations.

Our customers rely on our electronic ordering and information systems as a source for product information, including availability and pricing.

Many of our customers use our website to check product availability, see their customized pricing and place orders.

Any material disruption of our website or the Internet in general could impair our order processing or prevent our suppliers and customers from accessing information and cause us to lose business.

People - If we cannot continue to hire and retain high quality employees, our business and financial results may be negatively affected.

Our operating results could be adversely affected by increased competition for employees, higher employee turnover or increased compensation and benefit costs.

Our employees are important to our success and we are dependent in part on our ability to retain the services of our employees in key roles.

Many of our employees work in small teams to provide specific services to customers and suppliers.

As they gain experience and develop their knowledge and skills, our employees become highly desired by other businesses.

Therefore, to retain our employees, we have to provide a satisfying work environment and competitive compensation and benefits.

We recently announced actions to address the business impacts of the COVID-19 pandemic and prepare for the next phase of growth.

These actions include an approximate $30 million expense reduction plan, which includes a workforce reduction in North America, excluding the Intelisys business.

These actions are designed to better align the cost structure for our wholesale distribution business with lower sales volumes as a result of the COVID-19 pandemic.

As part of the plan, we will continue to invest in our higher growth agency business, Intelisys.

Customer relationships and operational performance could be negatively impacted by the recent workforce reduction if such reduction was excessive or if roles are eliminated or not replaced.

Customers - We operate in a highly competitive environment and good customer relations are critical to our success.

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Suppliers - Changes to supply agreement terms or lack of product availability from our suppliers could adversely affect our operating margins, revenues or the level of capital required to fund our operations.

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A significant percentage of our net sales relates to products we purchase from relatively few suppliers, including Cisco and Zebra.

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In certain product categories, limited price protection or return rights offered by our suppliers may have a bearing on the amount of product we are willing to stock.

Our inability to pass through to our customers the impact of these changes, as well as if we fail to develop or maintain systems to manage ongoing supplier programs, could cause us to record inventory write-downs or other losses and could have significant negative impact on our gross margins.

Our inability to pass through to our customers the impact

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of these changes, as well as if we fail to develop or maintain systems to manage ongoing supplier programs, could cause us to record inventory write-downs or other losses and could have significant negative impact on our gross margins.

We receive purchase discounts and rebates from some suppliers based on various factors, including goals for quantitative and qualitative sales or purchase volume and customer related metrics.

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Our suppliers have experienced product supply shortages from time to time due to the inability of certain of their suppliers to supply products on a timely basis.

Specifically, shortages of computer chips may lead to product constraints and adversely affect our sales volumes and product availability.

In addition, our dependence on a limited number of suppliers leaves us vulnerable to having an inadequate supply of required products, price increases, late deliveries and poor product quality.

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The Amended Credit Agreement includes customary representations, warranties, and affirmative and negative covenants, including financial covenants.

Specifically, our Leverage Ratio must be less than or equal to 3.50 to 1.00 at all times.

Specifically, our Leverage Ratio must be less than or equal to 3.50:1.00 at all times.

In addition, our Interest Coverage Ratio (as such term is defined in the Amended Credit Agreement) must be at least 3.00:1.00 as of the end of each fiscal quarter.

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In addition, the cost of borrowings under our existing sources of capital and any potential new sources of capital as a result of variable interest rates and the transition away from LIBOR may increase, which could have an adverse effect on our financial condition.

Changes in how lenders rate our credit worthiness, as well as macroeconomic factors such as an economic downturn and global economic instability may restrict our ability to raise capital in adequate amounts or on terms acceptable to us, and the failure to do so could harm our ability to operate our business.

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Changes in how lenders rate our credit worthiness, as well as macroeconomic factors such as an economic downturn, inflation, and global economic instability may restrict our ability to raise capital in adequate amounts or on terms acceptable to us, and the failure to do so could harm our ability to operate our business.

In addition, our cash and cash equivalents are deposited with various financial institutions located in the various countries in which we operate.

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however, we are exposed to risk of loss on such funds or we may experience significant disruptions in our liquidity needs if one or more of these financial institutions were to suffer bankruptcy or similar restructuring.

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Competition - We experience intense competition in all of our markets.

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Our inability to compete successfully against current and future competitors could cause our revenue and earnings to decline.

Fair value measurement of contingent consideration, goodwill and other intangible assets - Changes in the fair value of the assets and liabilities measured at fair value could have a significant effect on our reported earnings.

We have structured several of our acquisitions with upfront payments and additional earnout payments.

In accordance with ASC 805, Business Combinations, a liability for the contingent consideration driven by an earn-out must be recorded at the onset of the purchase and must be revalued at every reporting period.

Changes in the fair value of the liability are recorded as an adjustment to operating income.

These changes can occur due to changes in estimated future financial results, the probabilities of achieving these results, the discount rate reflective of our creditworthiness and the market risk premium associated with the relevant market.

Both gains and losses can occur due to changes in these fair value estimates, thus increasing volatility of our earnings.

Fair value measurement of goodwill and other intangible assets - Changes in the fair value of the assets and liabilities measured at fair value could have a significant effect on our reported earnings.

We have substantial goodwill.

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The market for some of our products and services is subject to rapid technological change, evolving industry standards and changes in customer demand, which can contribute to the decline in value or obsolescence of inventory.

Although most of our

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suppliers provide us with certain protections from the loss in value of inventory (such as price protection and certain return rights), we cannot be sure that such protections will fully compensate for any loss in value, or that the suppliers will choose to, or be able to, honor such agreements.

Although most of our suppliers provide us with certain protections from the loss in value of inventory (such as price protection and certain return rights), we cannot be sure that such protections will fully compensate for any loss in value, or that the suppliers will choose to, or be able to, honor such agreements.

Our ability and our supplier's ability to anticipate and react quickly to new technology trends and customer requirements is crucial to our overall success, financial condition and results of operations.

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New technologies may emerge that quickly surpass the capabilities of the products we currently hold in inventory or have access to sell through our existing supplier network, and our customers may no longer view our product offerings as desirable or necessary, which could result in a reduction in our market share and ability to obtain sufficient profit margins.

Some of our competitors and our suppliers’ competitors may be better at adapting to disruptive technology or entering new markets.

Some of our competitors and our suppliers’ competitors may be better at adapting to disruptive technology or entering

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Our future success depends, in part, on our ability to adapt and manage our product and service offerings to meet customer needs at prices that our customers are willing to pay.

Acquisitions - Our growth strategy includes acquisitions of companies that complement or expand our existing business.

Acquisitions involve unique risks and uncertainties.

Acquisitions entail a number of risks, including that the acquired company will not perform as expected and that we will be responsible for unexpected costs or liabilities.

Our personnel, systems, procedures and controls may not be adequate to effectively manage our future operations, especially as we employ personnel in multiple domestic and international locations.

We may not be able to hire, train, retain and manage the personnel required to address our growth.

Failure to effectively manage our acquisition opportunities could damage our reputation, limit our future growth, and adversely affect our business, financial condition and operating results.

Inventory - The value of our inventory may be adversely affected by market and other factors.

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Therefore, increases or decreases in the exchanges rates between the U.S.

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other currencies we transact in may positively or negatively affect our results of operations.

dollar and other currencies we transact in may positively or negatively affect our results of operations.

In addition, unexpected and dramatic changes in foreign currency exchange rates may negatively affect our earnings from those markets.

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For instance, we currently distribute products to the majority of North America from a single warehouse.

Similarly, for the primary business operations, we utilize a single information system based in the United States for the majority of our North American, Latin American and European operations, while our Brazilian operations have separate systems.

While we have backup systems and business continuity plans, any significant or lengthy interruption of our ability to provide these centralized functions as a result of natural disasters, security breaches or otherwise would significantly impair our ability to continue normal business operations.

Similarly, for the primary business operations, we utilize a single information system based in the United States for the majority of our North American operations, while our Brazilian and U.K.

operations have separate systems.

While we have backup systems and business continuity plans, any significant or lengthy interruption of our ability to provide these centralized functions as a result of natural disasters, prolonged inclement weather, security breaches or otherwise would significantly impair our ability to continue normal business operations.

In addition, the centralization of these functions increases our exposure to local risks, such as the availability of qualified employees and the lessening of competition for critical services, such as freight and communications.

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Changes in shipping terms or the failure or inability of our third-party shippers to perform could have an adverse impact on our business and results of operations.

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We rely on third parties to perform certain services for our business and for our customers, which, if not performed by these third parties in accordance with the terms of the arrangement, could result in significant disruptions or costs to our organization, including monetary damages and an adverse effect on our customer relationships.

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Increases in our shipping costs may adversely affect our financial results if we are unable to pass on these higher costs to our customers.

In Europe, Brazil and other Latin American countries, we use third parties to provide warehousing and logistics services in order to provide cost-effective operations and scale in certain regions.

In Brazil, we use third parties to provide warehousing and logistics services in order to provide cost-effective operations and scale in certain regions.

The failure or inability of one or more of these third parties to deliver products from suppliers to us, or products from us to our customers, for any reason could disrupt our business and harm our reputation and operating results.

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In addition, non-compliance with such laws, regulations, and other requirements also may expose us to fines and penalties, including contractual damages or the loss of certain contracts or business.

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may be subject to increased scrutiny and investigation into our business practices, which may increase operating costs and increase legal liability, as well as expose us to additional reputational risk.

We also may be subject to increased scrutiny and investigation into our business practices, which may increase operating costs and increase legal liability, as well as expose us to additional reputational risk.

Failure to comply with environmental regulations - We are subject to various environmental regulations, and failing to comply with any requirements may adversely affect our business operations or financial results.

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and announcement by us or our competitors of significant acquisitions, transactions, partnerships, joint ventures or capital commitments.

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A material decline in the price of our common stock may result in the assertion of certain claims against us, and/or the commencement of inquiries and/or investigations against us.

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We are routinely involved in litigation related to commercial disputes surrounding our business activities, intellectual property disputes, employment disputes and accounts receivable collection activity.

In addition, as a public company with a large shareholder base, we are susceptible to class-action lawsuits and other litigation resulting from disclosures that we make (or do not make) and our other activities.

In addition, as a public company with a large shareholder base, we are susceptible to class-action lawsuits and other litigation resulting from disclosures that we or our officers and directors make (or do not make) and our other activities.

Litigation is expensive to bring and defend, and the outcome of litigation can be adverse and significant.

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

What changed 10-K

Item 1A. Risk Factors