PLANTRONICS INC /CA/ - Quarter Report: 2016 October (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 1, 2016
or
o | 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: 001-12696
Plantronics, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 77-0207692 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
345 Encinal Street
Santa Cruz, California 95060
(Address of principal executive offices)
(Zip Code)
(831) 426-5858
(Registrant's telephone number, including area code)
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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 28, 2016, 33,287,081 shares of the registrant's common stock were outstanding.
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Plantronics, Inc.
FORM 10-Q
TABLE OF CONTENTS
Plantronics®, Clarity®, and Simply Smarter Communications® are trademarks or registered trademarks of Plantronics, Inc.
DECT™ is a trademark of ETSI registered for the benefit of its members in France and other jurisdictions.
The Bluetooth name and the Bluetooth® trademarks are owned by Bluetooth SIG, Inc. and are used by Plantronics, Inc. under license. All other trademarks are the property of their respective owners.
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Part I -- FINANCIAL INFORMATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CERTAIN FORWARD-LOOKING INFORMATION:
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 ("Securities Act") and Section 21E of the Securities Exchange Act of 1934 ("Exchange Act"). Forward-looking statements may generally be identified by the use of such words as "anticipate," "believe," “could,” "expect," "intend," “may,” "plan," "potential," "shall," "will," “would,” or variations of such words and similar expressions, or the negative of these terms. Specific forward-looking statements contained within this Form 10-Q include, but are not limited to, statements regarding (i) our belief that our revenues may be materially affected by fluctuations in exchange rates, the global economy and consumer spending,
(ii) how our new cloud-based service offerings complement our existing and future hardware offerings, (iii) our belief that our "as-a-service" offerings will expand the reach of our solutions portfolio and grow our business, (iv) our intention to provide customer data insight through software and service solutions, (v) the Unified Communications ("UC") market, including adoption of UC products, our position, and timing and growth expectations in this market, (vi) our expectations regarding the impact of our "as a service" offerings in the UC market, (vii) our intentions regarding investments in long-term growth opportunities and our core research and development effort, (viii) our intentions regarding the focus of our sales, marketing and customer services and support teams on UC, (ix) the future of UC technologies, including the transition of businesses to UC-supported systems, the effect on headset adoption and use, the effects on enterprises that adopt UC and our expectations concerning our revenue opportunity and profit growth, (x) our expenses, including research, development and engineering expenses and selling, general and administrative expenses, (xi) fluctuations in our cash provided by operating activities as a result of various factors including fluctuations in revenues and operating expenses, timing of product shipments, accounts receivable collections, inventory and supply chain management, and the timing and amount of taxes and other payments, (xii) our future tax rate and payments related to unrecognized tax benefits, (xiii) our anticipated range of capital expenditures for the remainder of fiscal year 2017 and the sufficiency of our cash, cash equivalents, and cash from operations to sustain future operations and discretionary cash requirements, (xiv) our planned investment of and need for our foreign cash and our ability to repatriate that cash, (xv) our ability to draw funds on our credit facility as needed, (xvi) future fluctuations in our cash provided by operating activities, (xvii) the sufficiency of our capital resources to fund operations, and (xviii) the outcome and effect of legal proceedings, in particular our litigation with GN Netcom, as well as other statements regarding our future operations, financial condition and prospects and business strategies. Such forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. Factors that could cause actual results and events to differ materially from such forward-looking statements are included, but not limited to, those discussed in this Quarterly Report on Form 10-Q; in Part I, "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the Securities and Exchange Commission (“SEC”) on May 16, 2016; and other documents filed with the SEC. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
OVERVIEW
We are a leading designer, manufacturer, and marketer of lightweight communications headsets, telephone headset systems, other communication endpoints, and accessories for the worldwide business and consumer markets under the Plantronics brand. In addition, we manufacture and market specialty telephone products under our Clarity brand, such as telephones for the hearing impaired, and other related products for people with special communication needs. Our major product categories are Enterprise, which includes headsets optimized for Unified Communications (“UC”), other corded and cordless communication headsets, audio processors, and telephone systems; and Consumer, which includes Bluetooth and corded products for mobile device applications, personal computer and gaming headsets, and specialty products marketed for hearing impaired individuals.
We ship our products to approximately 80 countries through a network of distributors, retailers, resellers, wireless carriers, original equipment manufacturers, and telephony service providers. We have well-developed distribution channels in North America, Europe, and in some parts of the Asia Pacific region where use of our products is widespread. Our distribution channels in other geographic regions are less mature, and while we primarily serve contact centers in those regions, we continue to expand into the office, mobile, and gaming and computer audio markets in those regions and other international locations.
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Net Revenues (in millions) | Operating Income (in millions) |
Compared to the first half of fiscal year 2016, net revenues increased 4.3% to $439.3 million. The increase in net revenues was driven by higher revenues within our Consumer product category, which grew 18.0% or $19.7 million from the year ago period, partially offset by a decrease within our Enterprise product category which declined 0.6% or $1.8 million from the year ago period.
Typically, we generate approximately 40% to 45% of our revenues from international sales; therefore, the impact of currency movements on our net revenues can be significant. In addition, in some international locations where we sell in United States Dollar ("USD") we also face additional pricing pressure, discounting, and lost business as a stronger USD negatively impacts buying decisions. While the overall impact of foreign exchange fluctuations on our net revenues was not material, unfavorable impacts from the global economy and consumer spending together with exchange rate fluctuations could negatively impact our net revenues in future periods.
Operating profit for the first half of fiscal year 2017 was $63.2 million and 14.4% of net income, compared to $63.5 million and 15.1% of net income in the prior year period.
Net income for the first half of fiscal year 2017 increased 4.4% to $40.9 million, representing 9.3% of our net revenues, compared to $39.1 million and 9.3% in the year ago period.
Revenues from our Consumer products are seasonal and typically strongest in our third fiscal quarter, which includes the majority of the holiday shopping season. Additionally, other factors directly impact our Consumer product category performance, such as consumer preferences, changes in consumer confidence and other macroeconomic factors, fluctuations in foreign currency rates relative to the USD, product life-cycles (including the introduction and pace of adoption of new technology), and the competitive retail environment. In addition, retailer placements can cause volatility in quarter to quarter results.
While our Consumer business has been impacted in recent quarters by a decline in sales volumes of our mono Bluetooth products as the category matures and declines, we have experienced modest growth in the product line during the first half of fiscal year 2017 driven by the launch of our premium Voyager 5200 model. Additionally, the unit volumes in our stereo Bluetooth product line increased when compared to the year ago period, driven primarily by the newly launched version of BackBeat FIT. Unit volumes in our gaming product portfolio more than doubled in the first two quarters of fiscal 2017 when compared to the prior year, driven primarily by new product launches.
In the first half of fiscal year 2017 we launched our new data insights "as-a-service" offerings. Revenue associated with this offering is still nominal as this is a new business for us and many customers are in a trial period. We anticipate that our cloud-based service offerings will complement our existing and future suites of hardware products as we move toward a hybrid business model of hardware, software, and services. We believe that our "as-a-service" offerings will allow us to expand the reach of our solutions portfolio and grow our business. During the remainder of fiscal year 2017, we will continue to strive to build out our tools to collect data and transform it into actionable insights for our customers through software and service solutions that offer reporting on asset management, usage, and conversation/acoustic health.
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Looking forward to the remainder of fiscal year 2017, UC continues to be a primary focus area. With the vast majority of the UC opportunity still ahead of us, we believe we are in the early stage of a long period of growth. We believe UC represents a key long-term driver of revenue and profit growth, as we anticipate UC systems will become more commonly adopted by enterprises to reduce costs and improve collaboration. The increased adoption of UC in conjunction with our "as-a-service" offerings will also allow us to offer previously unavailable data insights that customers deem valuable. We believe growth of UC will increase overall headset adoption in enterprise environments, and we expect most of the growth in our Enterprise product category over the next five years to come from headsets designed for UC.
We remain cautious about the macroeconomic environment due to global economic and geopolitical uncertainty, which makes it difficult for us to gauge what impact the economy may have on our future business. Moreover, the UC market has not matured as quickly as we had initially anticipated. We will continue to monitor and prioritize expenditures that further our strategic long-term growth opportunities, including the use of software and services as part of our portfolio. UC will also remain the central focus of our sales force, marketing group, and other customer service and support teams as we continue investing in key strategic alliances and integrations with major UC vendors.
RESULTS OF OPERATIONS
Year-over-year Increase / (Decrease) (Q2 FY17 to Q2 FY16)
Net Revenues (in millions) Revenue by Product Category (percent)
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Year-to-date vs. Year-to-date Increase / (Decrease) (Q2 FY17 YTD to Q2 FY16 YTD)
Net Revenues (in millions) Revenue by Product Category (percent)
Enterprise products represent our largest source of both revenues and unit volumes. Net revenues may vary due to seasonality, the timing of new product introductions and discontinuation of existing products, discounts and other incentives, and channel mix. Net revenues derived from sales into the Consumer products retail channel typically account for a seasonal increase in net revenues in the third quarter of our fiscal year.
Net revenues increased in the three and six months ended September 30, 2016 compared to the same periods a year ago due to higher revenues within our Consumer product category driven by the launch of new and updated products within the first half of the fiscal year. This increase in Consumer product revenues may reflect some load-in effects as our retail channel partners place higher initial orders; however, our retail channel inventory levels remain within a normal range for our business. Net revenues within our Enterprise product category decreased slightly, driven by volume declines in our Core Enterprise (non-UC) product category, partially offset by stable growth in our UC product category. While we may experience foreign exchange fluctuations in our net revenues during the remainder of fiscal year 2017, the overall foreign exchange impact during our first and second quarters was not material.
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Geographic Information (in millions) Revenue by Region (percent)
Compared to the same prior year period, U.S. net revenues decreased 3.8% in the three months ended September 30, 2016 due to double digit declines in unit volumes in Core Enterprise sales, partially offset by solid growth in our domestic UC product revenues and Consumer product sales, driven by newly launched stereo Bluetooth and gaming products.
Compared to the same prior year period, U.S. net revenues increased 2.5% in the six months ended September 30, 2016 due to solid growth in our domestic UC product revenues and Consumer product sales, driven by newly launched stereo Bluetooth and gaming products. These increases were partially offset by a decrease in Core Enterprise product revenues.
International net revenues for the three and six months ended September 30, 2016 increased from the same year ago periods due to solid growth in our UC product revenues and Consumer product sales, driven by newly launched mono Bluetooth products. These increases were partially offset by a decrease in Core Enterprise product revenues. Hedging gains impacting revenue have diminished from $2.2 million and $5.7 million in the three and six months ended September 30, 2015, respectively to $0.8 million and $1.0 million in the comparable current year periods as currency rates have stabilized and last year's 12 month forward hedging rolls off. In addition, while we may experience foreign exchange fluctuations in our net revenues during the remainder of our fiscal year, the overall foreign exchange impact during our first and second quarters was not material.
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COST OF REVENUES AND GROSS PROFIT
Cost of revenues consists primarily of direct manufacturing and contract manufacturer costs, warranty, freight, depreciation, and duties expense, charges for excess and obsolete inventory, royalties, and an allocation of overhead expenses, including facilities, IT, and human resources.
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||
September 30, | Increase | September 30, | Increase | |||||||||||||||||||||||||||
(in thousands, except percentages) | 2015 | 2016 | (Decrease) | 2015 | 2016 | (Decrease) | ||||||||||||||||||||||||
Net revenues | $ | 215,017 | $ | 216,183 | $ | 1,166 | 0.5 | % | $ | 421,375 | $ | 439,289 | $ | 17,914 | 4.3 | % | ||||||||||||||
Cost of revenues | 104,047 | 105,737 | 1,690 | 1.6 | % | 203,047 | 215,770 | 12,723 | 6.3 | % | ||||||||||||||||||||
Gross profit | $ | 110,970 | $ | 110,446 | $ | (524 | ) | (0.5 | )% | $ | 218,328 | $ | 223,519 | $ | 5,191 | 2.4 | % | |||||||||||||
Gross profit % | 51.6 | % | 51.1 | % | 51.8 | % | 50.9 | % | ||||||||||||||||||||||
Compared to the same prior year periods, gross profit as a percentage of net revenues decreased in the three and six months ended September 30, 2016 due primarily to a product mix shift within Enterprise toward more UC sales, which carry lower margins than our non-UC Enterprise products, and a product mix shift from Enterprise to Consumer. The decrease was partially offset by favorable material cost reductions and the favorable impact of the non-recurrence of a $3.6 million adjustment to our customer discount reserve for channel inventory taken in the year ago quarter.
There are significant variances in gross profit percentages between our higher and lower margin products; therefore, small variations in product mix, which can be difficult to predict, can have a significant impact on our gross profit. Gross profit may also vary based on distribution channel, return rates, and other factors.
RESEARCH, DEVELOPMENT, AND ENGINEERING
Research, development, and engineering costs are expensed as incurred and consist primarily of compensation costs, outside services, including legal fees associated with protecting our intellectual property, expensed materials, travel expenses, depreciation, and an allocation of overhead expenses, including facilities, IT, and human resources.
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||
September 30, | Increase | September 30, | Increase | |||||||||||||||||||||||||||
(in thousands, except percentages) | 2015 | 2016 | (Decrease) | 2015 | 2016 | (Decrease) | ||||||||||||||||||||||||
Research, development, and engineering | $ | 22,609 | $ | 22,379 | $ | (230 | ) | (1.0 | )% | $ | 45,803 | $ | 44,723 | $ | (1,080 | ) | (2.4 | )% | ||||||||||||
% of net revenues | 10.5 | % | 10.4 | % | 10.9 | % | 10.2 | % | ||||||||||||||||||||||
During the three and six months ended September 30, 2016, research, development, and engineering expenses decreased compared to the same prior year periods due primarily to the timing of the new product development cycle.
SELLING, GENERAL, AND ADMINISTRATIVE
Selling, general, and administrative expenses consist primarily of compensation costs, marketing costs, travel expenses, litigation and professional service fees, and allocations of overhead expenses, including facilities, IT, and human resources.
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||
September 30, | Increase | September 30, | Increase | |||||||||||||||||||||||||||
(in thousands, except percentages) | 2015 | 2016 | (Decrease) | 2015 | 2016 | (Decrease) | ||||||||||||||||||||||||
Selling, general, and administrative | $ | 54,296 | $ | 56,875 | $ | 2,579 | 4.7 | % | $ | 109,974 | $ | 112,662 | $ | 2,688 | 2.4 | % | ||||||||||||||
% of net revenues | 25.3 | % | 26.3 | % | 26.1 | % | 25.6 | % | ||||||||||||||||||||||
Compared to the same periods a year ago, selling, general, and administrative expenses increased in the three and six months ended September 30, 2016 due primarily to $2.8 million in executive transition costs recorded in the quarter ended September 30, 2016.
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(GAIN) LOSS, NET FROM LITIGATION SETTLEMENTS
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||
September 30, | Increase | September 30, | Increase | |||||||||||||||||||||||||||
(in thousands, except percentages) | 2015 | 2016 | (Decrease) | 2015 | 2016 | (Decrease) | ||||||||||||||||||||||||
(Gain) loss, net from litigation settlements | $ | (31 | ) | $ | (349 | ) | $ | (318 | ) | 1,025.8 | % | $ | (907 | ) | $ | 4,390 | $ | 5,297 | (584.0 | )% | ||||||||||
% of net revenues | — | % | (0.2 | )% | (0.4 | )% | 2.0 | % | ||||||||||||||||||||||
In the first quarter of fiscal year 2017 we recorded a $5 million litigation charge within operating income related to discovery sanctions ordered by the court in the GN anti-trust case. This charge was partially offset by immaterial gains from unrelated intellectual property cases. See Note 6, Commitments and Contingencies for further information regarding on-going litigation.
RESTRUCTURING AND OTHER RELATED CHARGES/ADJUSTMENTS
Restructuring adjustments for the three and six months ended September 30, 2016 were $0.4 million and $1.5 million, respectively. These favorable adjustments were the result of changes in estimates from the restructuring charges recorded in the second half of fiscal year 2016. There were no such charges in the year ago periods.
INTEREST EXPENSE
Interest expense for the three months ended September 30, 2015 and 2016 was $7.3 million. Interest expense for the six months ended September 30, 2015 and 2016 was $10.1 million and $14.5 million, respectively. Such costs are primarily related to the 5.50% Senior Notes and include an immaterial amount in amortization of debt issuance costs.
OTHER NON-OPERATING INCOME AND (EXPENSE), NET
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||
September 30, | Increase | September 30, | Increase | |||||||||||||||||||||||||||
(in thousands, except percentages) | 2015 | 2016 | (Decrease) | 2015 | 2016 | (Decrease) | ||||||||||||||||||||||||
Other non-operating income and (expense), net | $ | (2,138 | ) | $ | 1,340 | $ | 3,478 | (162.7 | )% | $ | (2,423 | ) | $ | 3,692 | $ | 6,115 | (252.4 | )% | ||||||||||||
% of net revenues | (1.0 | )% | 0.6 | % | (0.6 | )% | 0.8 | % | ||||||||||||||||||||||
Compared to the same periods a year ago, other non-operating income and (expense), net increased in the three and six months ended September 30, 2016 due primarily to the impact of foreign exchange gains/losses, net of hedge gains. Foreign exchange losses, net of hedge impacts were $1.8 million and $2.4 million for the three and six months ended September 30, 2015, respectively, compared to immaterial foreign exchange gains, net of hedge impacts for the three months ended September 30, 2016 and foreign exchange gains, net of hedge impacts of $1.5 million for the six months ended September 30, 2016.
INCOME TAX EXPENSE
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||
September 30, | Increase | September 30, | Increase | |||||||||||||||||||||||||||
(in thousands except percentages) | 2015 | 2016 | (Decrease) | 2015 | 2016 | (Decrease) | ||||||||||||||||||||||||
Income before income taxes | $ | 24,638 | $ | 26,039 | $ | 1,401 | 5.7 | % | $ | 50,974 | $ | 52,354 | $ | 1,380 | 2.7 | % | ||||||||||||||
Income tax expense | 6,742 | 5,565 | (1,177 | ) | (17.5 | )% | 11,850 | 11,493 | (357 | ) | (3.0 | )% | ||||||||||||||||||
Net income | $ | 17,896 | $ | 20,474 | $ | 2,578 | 14.4 | % | $ | 39,124 | $ | 40,861 | $ | 1,737 | 4.4 | % | ||||||||||||||
Effective tax rate | 27.4 | % | 21.4 | % | 23.2 | % | 22.0 | % | ||||||||||||||||||||||
The decrease in the effective tax rate for the three months ended September 30, 2016 is due primarily to the federal research and development credit, which was permanently reinstated in December 2015, as well as a shift in our geographic mix of income from higher tax jurisdictions to lower tax jurisdictions due in part to the U.S. executive transition costs accrued during the three months ended September 30, 2016. The decrease in the effective tax rate for the six months ended September 30, 2016 is due primarily to the federal research and development credit and a shift in our geographic mix of income from higher tax jurisdictions to lower tax jurisdictions, partially offset by the favorable closure of a tax audit during the six months ended September 30, 2015.
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We and our subsidiaries are subject to taxation in the U.S. as well as various foreign and state jurisdictions. All U.S. federal tax matters have been concluded for tax years prior to fiscal year 2013. The California Franchise Tax Board completed its examination of our 2007 and 2008 tax years. We have received a Notice of Proposed Assessment and responded by filing a protest letter. The amount of the proposed assessment is not material. Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal year 2011, except for the United Kingdom, which has been concluded for tax years prior to fiscal year 2015.
FINANCIAL CONDITION
Operating Cash Flow (in millions) | Investing Cash Flow (in millions) | Financing Cash Flow (in millions) |
Our primary source of liquidity is cash provided by operating activities and, on occasion, financing obtained from capital markets, and other debt sources, such as our revolving credit line. We believe that internally generated cash flows are generally sufficient to support our businesses operations, capital expenditures, restructuring activities, principal and interest payment of debt, income tax payments and the payment of stockholder dividends, in addition to investments and share repurchases. We expect that cash provided by operating activities will fluctuate in future periods as a result of a number of factors, including fluctuations in our revenues and operating expenses, the timing of product shipments during the quarter, accounts receivable collections, inventory and supply chain management, and the timing and amount of tax, interest, annual bonus, and other payments.
As of September 30, 2016, we had a revolving credit facility available to provide up to $100.0 million of additional financing. The credit facility expires in May 2019.
Operating Activities
Net cash provided by operating activities during the six months ended September 30, 2016 decreased slightly from the prior year primarily due to an interest payment on our 5.50% Senior Notes, payments for restructuring activities, and a payment related to the GN discovery sanctions accrual, compared to no such payments in the year ago period. These items were partially offset by increased collections from customers driven by higher revenues in the first half of fiscal year 2017 and lower cash payments for income taxes when compared to the year ago period.
Investing Activities
Net cash used for investing activities during the six months ended September 30, 2016 increased compared to the prior year period due primarily to a net increase in purchases of investments and an increase in capital expenditures.
We estimate total capital expenditures for fiscal year 2017 will be approximately $25.0 million to $30.0 million. Large capital expenditures during the year include costs associated with the purchase and related construction of a new smarter working office for our European headquarters in the Netherlands as well as costs associated with building improvements at our U.S. headquarters, the implementation of a manufacturing execution system at our facility in Mexico, and other IT-related expenditures. The remainder of the anticipated capital expenditures for fiscal year 2017 consist primarily of capital investment in our manufacturing capabilities, including tooling for new products. We will continue to evaluate new business opportunities and new markets. Our future growth within the existing business or new opportunities and markets may require us to obtain additional financing or make additional capital expenditures to support such growth.
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Financing Activities
Net cash used for financing activities during the six months ended September 30, 2016 increased from the prior year period. This increase was driven primarily by the non-recurrence of net proceeds received from issuance of $500.0 million aggregate principal amount of 5.50% senior notes (the “5.50% Senior Notes”) in the year ago period partially offset by a decrease in cash used for repurchases of our common stock.
On November 1, 2016, we announced that the Audit Committee of our Board ("the Audit Committee") had declared a cash dividend of $0.15 per share, payable on December 9, 2016 to stockholders of record at the close of business on November 18, 2016. We expect to continue paying a quarterly dividend of $0.15 per share; however, the actual declaration of dividends and the establishment of record and payment dates are subject to final determination by the Audit Committee each quarter after its review of our financial performance and financial position.
Liquidity and Capital Resources
Our primary discretionary cash requirements have historically been for repurchases of our common stock and to fund stockholder dividends. As a result of the issuance of the 5.50% Senior Notes, we have contractually required interest payments of approximately $13.8 million each November and May through the life of the notes. These payments require use of our domestic cash.
In October 2012, GN brought an antitrust action against Plantronics, Inc., alleging violations of the Sherman Act, the Clayton Act, and Delaware common law. In July 2016, we were ordered to pay sanctions related to certain discovery matters in the litigation consisting of monetary sanctions in the form of reasonable fees and costs incurred by GN in connection with the disputes leading to the motion for sanctions in an amount to be determined, and punitive sanctions in the amount of $3 million. As a result, for the three months ended June 30, 2016, we accrued a $5 million charge related to this matter. During the three months ended September 30, 2016 we made a $3 million payment related to this liability. We expect to pay the remaining balance, which was reduced to$1.9 million, in the third quarter of fiscal year 2017 which will require the use of our domestic cash. This amount is included within accrued liabilities on our condensed consolidated balance sheet. The court also awarded additional non-monetary sanctions, including possible evidentiary sanctions and adverse inference jury instructions at trial. We are not accruing any financial damages related to the underlying antitrust case. We believe that the underlying antitrust action is without merit and are vigorously defending ourselves; however, if GN prevails in its antitrust suit against us, we could be required to pay substantial damages, which would have a material adverse effect on our financial position, statement of cash flows, and results of operations.
At September 30, 2016, we had working capital of $525.7 million, including $422.9 million of cash, cash equivalents and short-term investments, compared with working capital of $487.8 million, including $395.3 million of cash, cash equivalents and short-term investments at March 31, 2016.
Our cash and cash equivalents as of September 30, 2016 consisted of bank deposits with third party financial institutions. We monitor bank balances in our operating accounts and adjust the balances as appropriate. Cash balances are held throughout the world, including substantial amounts held outside of the U.S. As of September 30, 2016, of our $422.9 million of cash, cash equivalents, and short-term investments, $27.7 million was held domestically while $395.3 million was held by foreign subsidiaries, approximately 90% of which were based in USD-denominated investments. The costs to repatriate our foreign earnings to the U.S. would be material; however, our intent is to indefinitely reinvest earnings from foreign operations and our current plans do not require us to repatriate earnings from foreign operations to fund our U.S. operations because we generate sufficient domestic operating cash flow and have access to external funding under our revolving line of credit.
Our short and long-term investments are intended to establish a high-quality portfolio that preserves principal and meets liquidity needs. As of September 30, 2016, our investments were composed of Mutual Funds, US Treasury Notes, Government Agency Securities, Commercial Paper, Corporate Bonds, and Certificates of Deposits ("CDs").
From time to time, depending on market conditions, our Board has authorized plans under which we may repurchase shares of our common stock in the open market or through privately negotiated transactions. During the six months ended September 30, 2016, we repurchased 613,021 shares of our common stock in the open market as part of these publicly announced repurchase programs. The total cost of these repurchases was $26.8 million, with an average price of $43.76 per share. In addition, we withheld 206,561 shares with a total value of $9.1 million in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans.
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As of September 30, 2016, there remained 1,020,990 shares authorized for repurchase under the stock repurchase programs approved by the Board on January 29, 2016 and July 29, 2016. For more information regarding our stock repurchase programs, refer to Note 9, Common Stock Repurchases, of the accompanying notes to condensed consolidated financial statements (unaudited) in this Quarterly Report on Form 10-Q.
In May 2011, we entered into a credit agreement with Wells Fargo Bank, National Association ("the Bank"), which was most recently amended in May 2016 (as amended, the "Amended Credit Agreement") to extend the term of the Credit Agreement by one year to May 9, 2019, and to waive a default under the Credit Agreement in effect as of March 31, 2016 in which our debt to EBITDA ratio minimally exceeded the previously agreed upon ratio of 3:1. The breach of the covenant was primarily a result of the restructuring expenses recorded in the third and fourth quarters of fiscal year 2016.
The Amended Credit Agreement provides for a $100.0 million unsecured revolving credit facility. Revolving loans under the Credit Agreement will bear interest, at our election, at (i) the Bank’s announced prime rate less 1.20% per annum or (ii) a daily one-month LIBOR rate plus 1.40% per annum. Principal, together with all accrued and unpaid interest, on the revolving loans is due and payable on May 9, 2019. We are also obligated to pay a commitment fee of 0.37% per annum on the average daily unused amount of the revolving line of credit, which fee shall be payable quarterly in arrears. We may prepay the loans and terminate the commitments under the Credit Agreement at any time, without premium or penalty, subject to the reimbursement of certain costs. As of September 30, 2016, we had no outstanding borrowings under the line of credit. The line of credit requires us to comply with the following two financial covenant ratios, in each case at each fiscal quarter end and determined on a rolling four-quarter basis:
• | maximum ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA"); and, |
• | minimum EBITDA coverage ratio, which is calculated as interest payments divided by EBITDA. |
In addition, we and our subsidiaries are required to maintain unrestricted cash, cash equivalents, and marketable securities plus availability under the Credit Agreement at the end of each fiscal quarter of at least $300.0 million. The Credit Agreement contains customary events of default that include, among other things, payment defaults, covenant defaults, cross-defaults with certain other indebtedness, bankruptcy and insolvency defaults, and judgment defaults. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement.
On May 2, 2016, we received a waiver from the lender for noncompliance with the minimum EBITDA covenant at March 31, 2016. Pursuant to the terms of the waiver and amendment to the Credit Agreement, the $16.2 million of restructuring charges recorded in our fiscal year 2016 will be excluded from the lender’s rolling four-quarter EBITDA calculation. This exclusion of restructuring charges does not automatically extend to any such future charges, should they be incurred. The breach was not considered to be a cross-default on our 5.50% Senior Notes and as such had no impact on the amount or timing of amounts payable related to those debt instruments. As of September 30, 2016, we were in compliance with all ratios and covenants by a substantial margin.
Our liquidity, capital resources, and results of operations in any period could be affected by repurchases of our common stock, the payment of cash dividends, the exercise of outstanding stock options, restricted stock grants under stock plans, and the issuance of common stock under our Employee Stock Purchase Plan (“ESPP”). We receive cash from the exercise of outstanding stock options under our stock plan and the issuance of shares under our ESPP. However, the resulting increase in the number of outstanding shares from these equity grants and issuances could affect our earnings per share. We cannot predict the timing or amount of proceeds from the sale or exercise of these securities or whether they will be exercised, forfeited, canceled, or will expire.
We believe that our current cash and cash equivalents, short-term investments, cash provided by operations, and the availability of additional funds under the Credit Agreement will be sufficient to fund operations for at least the next 12 months; however, any projections of future financial needs and sources of working capital are subject to uncertainty. Readers are cautioned to review the risks, uncertainties, and assumptions set forth in this Quarterly Report on Form 10-Q, including the section entitled “Certain Forward-Looking Information” and the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the SEC on May 16, 2016, and other periodic filings with the SEC, any of which could affect our estimates for future financial needs and sources of working capital.
12
OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides us with financing and liquidity support, market risk, or credit risk support.
A substantial portion of the raw materials, components, and subassemblies used in our products are provided by our suppliers on a consignment basis. These consigned inventories are not recorded on our consolidated balance sheet until we take title to the raw materials, components, and subassemblies, which occurs when they are consumed in the production process. Prior to consumption in the production process, our suppliers bear the risk of loss and retain title to the consigned inventory. The terms of the agreements allow us to return parts in excess of maximum order quantities to the suppliers at the supplier’s expense. Returns for other reasons are negotiated with the suppliers on a case-by-case basis and to date have been immaterial. If our suppliers were to discontinue financing consigned inventory, it would require us to make cash outlays and we could incur expenses which, if material, could negatively affect our business and financial results. As of March 31, 2016 and September 30, 2016, we had off-balance sheet consigned inventories of $41.1 million and $57.6 million, respectively.
Unconditional Purchase Obligations
We utilize several contract manufacturers to procure raw materials, components, and subassemblies for our products. We provide these contract manufacturers with demand information that typically covers periods up to 13 weeks, and they use this information to acquire components and build products. We also obtain individual components for our products from a wide variety of individual suppliers. Consistent with industry practice, we acquire components through a combination of purchase orders, supplier contracts, and open orders based on projected demand information. As of September 30, 2016, we had outstanding off-balance sheet third-party manufacturing, component purchase, and other general and administrative commitments of $173.2 million, including off-balance sheet consigned inventories of $57.6 million as discussed above.
Except as described above, there have been no material changes in our contractual obligations as described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016.
CRITICAL ACCOUNTING ESTIMATES
For a complete description of what we believe to be the critical accounting estimates used in the preparation of our condensed consolidated financial statements, refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the SEC on May 16, 2016. There have been no changes to our critical accounting estimates during the six months ended September 30, 2016.
Recent Accounting Pronouncements
For more information regarding the Recent Accounting Pronouncements that may impact us, refer to Note 2, Recent Accounting Pronouncements, of the accompanying notes to condensed consolidated financial statements (unaudited) in this Quarterly Report on Form 10-Q.
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Financial Statements.
PLANTRONICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
March 31, 2016 | September 30, 2016 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 235,266 | $ | 244,455 | |||
Short-term investments | 160,051 | 178,485 | |||||
Accounts receivable, net | 128,219 | 136,779 | |||||
Inventory, net | 53,162 | 52,686 | |||||
Other current assets | 20,297 | 27,476 | |||||
Total current assets | 596,995 | 639,881 | |||||
Long-term investments | 145,623 | 130,695 | |||||
Property, plant, and equipment, net | 149,735 | 152,263 | |||||
Goodwill and purchased intangibles, net | 15,827 | 15,702 | |||||
Deferred tax and other assets | 25,257 | 21,986 | |||||
Total assets | $ | 933,437 | $ | 960,527 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 39,133 | $ | 42,779 | |||
Accrued liabilities | 70,034 | 71,452 | |||||
Total current liabilities | 109,167 | 114,231 | |||||
Long term debt, net of issuance costs | 489,609 | 490,334 | |||||
Long-term income taxes payable | 11,968 | 12,874 | |||||
Other long-term liabilities | 10,294 | 12,392 | |||||
Total liabilities | $ | 621,038 | $ | 629,831 | |||
Commitments and contingencies (Note 6) | |||||||
Stockholders' equity: | |||||||
Common stock | $ | 793 | $ | 802 | |||
Additional paid-in capital | 769,489 | 791,582 | |||||
Accumulated other comprehensive income | 3,759 | 4,160 | |||||
Retained earnings | 257,291 | 288,181 | |||||
Total stockholders' equity before treasury stock | 1,031,332 | 1,084,725 | |||||
Less: Treasury stock, at cost | (718,933 | ) | (754,029 | ) | |||
Total stockholders' equity | 312,399 | 330,696 | |||||
Total liabilities and stockholders' equity | $ | 933,437 | $ | 960,527 | |||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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PLANTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||
2015 | 2016 | 2015 | 2016 | ||||||||||||
Net revenues | $ | 215,017 | $ | 216,183 | $ | 421,375 | $ | 439,289 | |||||||
Cost of revenues | 104,047 | 105,737 | 203,047 | 215,770 | |||||||||||
Gross profit | 110,970 | 110,446 | 218,328 | 223,519 | |||||||||||
Operating expenses: | |||||||||||||||
Research, development, and engineering | 22,609 | 22,379 | 45,803 | 44,723 | |||||||||||
Selling, general, and administrative | 54,296 | 56,875 | 109,974 | 112,662 | |||||||||||
(Gain) loss, net from litigation settlements | (31 | ) | (349 | ) | (907 | ) | 4,390 | ||||||||
Restructuring and other related charges/adjustments | — | (415 | ) | — | (1,463 | ) | |||||||||
Total operating expenses | 76,874 | 78,490 | 154,870 | 160,312 | |||||||||||
Operating income | 34,096 | 31,956 | 63,458 | 63,207 | |||||||||||
Interest expense | (7,320 | ) | (7,257 | ) | (10,061 | ) | (14,545 | ) | |||||||
Other non-operating income and (expense), net | (2,138 | ) | 1,340 | (2,423 | ) | 3,692 | |||||||||
Income before income taxes | 24,638 | 26,039 | 50,974 | 52,354 | |||||||||||
Income tax expense | 6,742 | 5,565 | 11,850 | 11,493 | |||||||||||
Net income | $ | 17,896 | $ | 20,474 | $ | 39,124 | $ | 40,861 | |||||||
Earnings per common share: | |||||||||||||||
Basic | $ | 0.53 | $ | 0.63 | $ | 1.09 | $ | 1.27 | |||||||
Diluted | $ | 0.52 | $ | 0.63 | $ | 1.07 | $ | 1.24 | |||||||
Shares used in computing earnings per common share: | |||||||||||||||
Basic | 33,590 | 32,281 | 35,796 | 32,269 | |||||||||||
Diluted | 34,245 | 32,726 | 36,676 | 32,865 | |||||||||||
Cash dividends declared per common share | $ | 0.15 | $ | 0.15 | $ | 0.30 | $ | 0.30 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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PLANTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||
2015 | 2016 | 2015 | 2016 | ||||||||||||
Net income | $ | 17,896 | $ | 20,474 | $ | 39,124 | $ | 40,861 | |||||||
Other comprehensive income (loss): | |||||||||||||||
Foreign currency translation adjustments | 563 | 4 | 551 | (250 | ) | ||||||||||
Unrealized gains (losses) on cash flow hedges: | |||||||||||||||
Unrealized cash flow hedge gains (losses) arising during the period | (1,976 | ) | (650 | ) | (4,814 | ) | 304 | ||||||||
Net (gains) losses reclassified into income for revenue hedges | (2,197 | ) | (825 | ) | (5,735 | ) | (985 | ) | |||||||
Net (gains) losses reclassified into income for cost of revenue hedges | 1,171 | 589 | 1,944 | 1,316 | |||||||||||
Net unrealized gains (losses) on cash flow hedges | (3,002 | ) | (886 | ) | (8,605 | ) | 635 | ||||||||
Unrealized gains (losses) on investments: | |||||||||||||||
Unrealized holding gains (losses) during the period | (126 | ) | (272 | ) | (208 | ) | 42 | ||||||||
Aggregate income tax benefit (expense) of the above items | 66 | 98 | 198 | (26 | ) | ||||||||||
Other comprehensive income (loss) | (2,499 | ) | (1,056 | ) | (8,064 | ) | 401 | ||||||||
Comprehensive income | $ | 15,397 | $ | 19,418 | $ | 31,060 | $ | 41,262 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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PLANTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Six Months Ended | |||||||
September 30, | |||||||
2015 | 2016 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income | $ | 39,124 | $ | 40,861 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 9,819 | 10,265 | |||||
Amortization of debt issuance costs | 483 | 725 | |||||
Stock-based compensation | 16,882 | 16,316 | |||||
Excess tax benefit from stock-based compensation | (3,150 | ) | (939 | ) | |||
Deferred income taxes | 2,807 | 2,499 | |||||
Provision for excess and obsolete inventories | 1,084 | 1,674 | |||||
Restructuring charges/adjustments | — | (1,463 | ) | ||||
Cash payments for restructuring charges | — | (3,736 | ) | ||||
Other operating activities | 3,037 | (849 | ) | ||||
Changes in assets and liabilities, net of effect of acquisition: | |||||||
Accounts receivable, net | (2,825 | ) | (8,366 | ) | |||
Inventory, net | (2,166 | ) | (1,102 | ) | |||
Current and other assets | (2,190 | ) | (2,331 | ) | |||
Accounts payable | 9,016 | 4,120 | |||||
Accrued liabilities | 671 | 10,444 | |||||
Income taxes | (6,144 | ) | (2,305 | ) | |||
Cash provided by operating activities | 66,448 | 65,813 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Proceeds from sales of investments | 24,829 | 125,504 | |||||
Proceeds from maturities of investments | 40,405 | 63,853 | |||||
Purchase of investments | (61,591 | ) | (192,349 | ) | |||
Capital expenditures | (13,092 | ) | (14,191 | ) | |||
Cash used for investing activities | (9,449 | ) | (17,183 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Repurchase of common stock | (473,220 | ) | (26,828 | ) | |||
Employees' tax withheld and paid for restricted stock and restricted stock units | (10,499 | ) | (9,123 | ) | |||
Proceeds from issuances under stock-based compensation plans | 9,071 | 5,752 | |||||
Proceeds from revolving line of credit | 155,749 | — | |||||
Repayments of revolving line of credit | (190,249 | ) | — | ||||
Proceeds from bonds issuance, net of issuance costs | 488,401 | — | |||||
Payment of cash dividends | (10,986 | ) | (9,971 | ) | |||
Excess tax benefit from stock-based compensation | 3,150 | 939 | |||||
Other financing activity | — | 761 | |||||
Cash used for financing activities | (28,583 | ) | (38,470 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (430 | ) | (971 | ) | |||
Net increase in cash and cash equivalents | 27,986 | 9,189 | |||||
Cash and cash equivalents at beginning of period | 276,850 | 235,266 | |||||
Cash and cash equivalents at end of period | $ | 304,836 | $ | 244,455 | |||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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PLANTRONICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed consolidated financial statements ("financial statements") of Plantronics, Inc. ("Plantronics" or "the Company") have been prepared on a basis consistent with the Company's March 31, 2016 audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary to fairly state the information set forth herein. Certain information and footnote disclosures normally included in financial statements prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial information and in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2016, which was filed with the SEC on May 16, 2016. The results of operations for the interim period ended September 30, 2016 are not necessarily indicative of the results to be expected for the entire fiscal year or any future period.
The financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
The Company’s fiscal year ends on the Saturday closest to the last day of March. The Company’s current fiscal year ends on April 1, 2017 and consists of 52 weeks. The Company's prior fiscal year ended on April 2, 2016 and consisted of 53 weeks. The Company’s results of operations for the three and six months ended October 1, 2016 and September 26, 2015 both contain 13 and 26 weeks, respectively. For purposes of presentation, the Company has indicated its accounting year as ending on March 31 and its interim quarterly periods as ending on the applicable calendar month end.
2. RECENT ACCOUNTING PRONOUNCEMENTS
Recently Issued Pronouncements
In August 2016, the Financial Accounting Standards Board ("FASB") issued additional guidance regarding the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This guidance is intended to eliminate the diversity in practice by adding or clarifying guidance on eight specific cash flow issues. The guidance is effective for the Company's fiscal year ending March 31, 2019 with early adoption permitted provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method unless deemed impracticable, in which case, prospective application is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its statement of cash flows.
In June 2016, the FASB issued additional guidance regarding the measurement of credit losses on financial instruments, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. The guidance is effective for the Company's fiscal year ending March 31, 2021 with early adoption permitted beginning in the first quarter of fiscal year 2020. The Company is currently evaluating the impact the adoption of this standard will have on its results of operations, financial position, and cash flows.
In March 2016, the FASB issued additional guidance regarding share-based compensation, which outlines new provisions intended to simplify various aspects related to accounting for share-based payments and their presentation in the financial statements. The guidance is effective for the Company's fiscal year ending March 31, 2018. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its results of operations, financial position, and cash flows.
18
In February 2016, the FASB issued additional guidance regarding both operating and financing leases, requiring lessees to recognize on their balance sheets “right-of-use assets” and corresponding lease liabilities, measured on a discounted basis over the lease term. Virtually all leases will be subject to this treatment except leases that meet the definition of a “short-term lease.” For expense recognition, the dual model requiring leases to be classified as either operating or finance leases has been retained from the prior standard. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. Classification will use criteria very similar to those applied in current lease accounting, but without explicit bright lines. The new lease guidance will essentially eliminate off-balance sheet financing. The guidance is effective for the Company's fiscal year ending March 31, 2020. The new standard must be adopted using a modified retrospective transition that provides for certain practical expedients and requires the new guidance to be applied at the beginning of the earliest comparative period presented. While we are not yet in a position to assess the full impact of the application of the new standard, the Company expects that the impact of recording the lease liabilities and the corresponding right-to-use assets may have a significant impact on its total assets and liabilities with a minimal impact on its equity.
In January 2016, the FASB issued additional guidance regarding the recognition and measurement of financial assets and liabilities. Changes to the current GAAP model primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The Company is required to adopt the standard in the first quarter of its fiscal year ending March 31, 2019, but may elect to adopt earlier as permitted under the standard. The Company is currently evaluating what impact, if any, the adoption of this standard will have on its results of operations, financial position, and cash flows.
In July 2015, the FASB issued additional guidance regarding the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The Company is required to adopt the standard in the first quarter of its fiscal year ending March 31, 2018, but may elect to adopt earlier as permitted under the standard. The adoption is not expected to have a material impact on the Company's results of operations, financial position, or cash flows.
In May 2014, the FASB issued additional guidance regarding revenue from contracts with customers. While the standard supersedes existing revenue recognition guidance, it closely aligns with current GAAP. Under the new standard, revenue will be recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In March 2016, the FASB issued additional guidance concerning "Principal versus Agent" considerations (reporting revenue gross versus net); in April 2016, the FASB issued additional guidance on identifying performance obligations and licensing; and in May 2016, the FASB issued additional guidance on collectability, noncash consideration, presentation of sales tax, and transition. These updates are intended to improve the operability and understandability of the implementation guidance and have the same effective date and transition requirements as the greater "contracts with customers" standard. The Company is required to adopt the standard, as amended, in the first quarter of its fiscal year ending March 31, 2019 although, under the standard, it may adopt as early as the first quarter of its fiscal year ending March 31, 2018. Presently, the Company is not yet in a position to assess the application date. The Company has not yet completed its final review of the impact of this guidance, although it currently does not anticipate a material impact on its revenue recognition practices. The Company continues to review variable consideration, potential disclosures, and its method of adoption to complete its evaluation of the impact on its consolidated financial statements. In addition, the Company will continue to monitor additional changes, modifications, clarifications or interpretations being undertaken by the FASB, which may impact its current conclusions.
19
3. CASH, CASH EQUIVALENTS, AND INVESTMENTS
The following tables summarize the Company’s cash and available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category recorded as cash and cash equivalents, short-term, or long-term investments as of September 30, 2016 and March 31, 2016 (in thousands):
September 30, 2016 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash & Cash Equivalents | Short-term investments (due in 1 year or less) | Long-term investments (due in 1 to 3 years) | |||||||||||||||||||||
Cash | $ | 236,361 | $ | — | $ | — | $ | 236,361 | $ | 236,361 | $ | — | $ | — | ||||||||||||||
Level 1: | ||||||||||||||||||||||||||||
Mutual Funds | 11,399 | 198 | (53 | ) | 11,544 | — | 11,544 | — | ||||||||||||||||||||
US Treasury Notes | 20,534 | 24 | (4 | ) | 20,554 | — | 11,974 | 8,580 | ||||||||||||||||||||
Subtotal | 31,933 | 222 | (57 | ) | 32,098 | — | 23,518 | 8,580 | ||||||||||||||||||||
Level 2: | ||||||||||||||||||||||||||||
Government Agency Securities | 55,039 | 29 | (11 | ) | 55,057 | — | 12,239 | 42,818 | ||||||||||||||||||||
Commercial Paper | 58,506 | — | — | 58,506 | 8,094 | 50,412 | — | |||||||||||||||||||||
Corporate Bonds | 148,547 | 216 | (66 | ) | 148,697 | — | 73,110 | 75,587 | ||||||||||||||||||||
Certificates of Deposits ("CDs") | 22,916 | — | — | 22,916 | — | 19,206 | 3,710 | |||||||||||||||||||||
Subtotal | 285,008 | 245 | (77 | ) | 285,176 | 8,094 | 154,967 | 122,115 | ||||||||||||||||||||
Total cash, cash equivalents and investments measured at fair value | $ | 553,302 | $ | 467 | $ | (134 | ) | $ | 553,635 | $ | 244,455 | $ | 178,485 | $ | 130,695 | |||||||||||||
March 31, 2016 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash & Cash Equivalents | Short-term investments (due in 1 year or less) | Long-term investments (due in 1 to 3 years) | |||||||||||||||||||||
Cash | $ | 232,600 | $ | — | $ | — | $ | 232,600 | $ | 232,600 | $ | — | $ | — | ||||||||||||||
Level 1: | ||||||||||||||||||||||||||||
Mutual Funds | 10,025 | 32 | (548 | ) | 9,509 | — | 9,509 | — | ||||||||||||||||||||
US Treasury Notes | 25,051 | 21 | (9 | ) | 25,063 | — | 12,993 | 12,070 | ||||||||||||||||||||
Subtotal | 35,076 | 53 | (557 | ) | 34,572 | — | 22,502 | 12,070 | ||||||||||||||||||||
Level 2: | ||||||||||||||||||||||||||||
Government Agency Securities | 72,698 | 24 | (20 | ) | 72,702 | — | 10,521 | 62,181 | ||||||||||||||||||||
Commercial Paper | 37,628 | — | — | 37,628 | 650 | 36,978 | — | |||||||||||||||||||||
Corporate Bonds | 147,662 | 234 | (97 | ) | 147,799 | 2,016 | 77,115 | 68,668 | ||||||||||||||||||||
Certificates of Deposits ("CDs") | 15,639 | — | — | 15,639 | — | 12,935 | 2,704 | |||||||||||||||||||||
Subtotal | 273,627 | 258 | (117 | ) | 273,768 | 2,666 | 137,549 | 133,553 | ||||||||||||||||||||
Total cash, cash equivalents and investments measured at fair value | $ | 541,303 | $ | 311 | $ | (674 | ) | $ | 540,940 | $ | 235,266 | $ | 160,051 | $ | 145,623 | |||||||||||||
As of September 30, 2016 and March 31, 2016, with the exception of assets related to the Company's deferred compensation plan, all of the Company's investments are classified as available-for-sale securities. The carrying value of available-for-sale securities included in cash equivalents approximates fair value because of the short maturity of those instruments. For more information regarding the Company's deferred compensation plan, refer to Note 4, Deferred Compensation, of the accompanying notes to condensed consolidated financial statements (unaudited) in this Quarterly Report on Form 10-Q.
20
The Company did not incur any material realized or unrealized gains or losses in the three and six months ended September 30, 2015 and 2016.
There were no transfers between fair value measurement levels during the three and six months ended September 30, 2015 and 2016.
All financial assets and liabilities are recognized or disclosed at fair value in the financial statements or the accompanying notes thereto. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1
The Company's Level 1 financial assets consist of Mutual Funds and US Treasury Notes. The fair value of Level 1 financial instruments is measured based on the quoted market price of identical securities.
Level 2
The Company's Level 2 financial assets and liabilities consist of Government Agency Securities, Commercial Paper, Corporate Bonds, and Certificates of Deposits ("CDs"), derivative foreign currency contracts, and long-term debt. The fair value of Level 2 investment securities is determined based on other observable inputs, including multiple non-binding quotes from independent pricing services. Non-binding quotes are based on proprietary valuation models that are prepared by the independent pricing services and use algorithms based on inputs such as observable market data, quoted market prices for similar securities, issuer spreads, and internal assumptions of the broker. The Company corroborates the reasonableness of non-binding quotes received from the independent pricing services using a variety of techniques depending on the underlying instrument, including: (i) comparing them to actual experience gained from the purchases and maturities of investment securities, (ii) comparing them to internally developed cash flow models based on observable inputs, and (iii) monitoring changes in ratings of similar securities and the related impact on fair value. The fair value of Level 2 derivative foreign currency contracts is determined using pricing models that use observable market inputs. For more information regarding the Company's derivative assets and liabilities, refer to Note 11, Foreign Currency Derivatives, of the accompanying notes to condensed consolidated financial statements (unaudited) in this Quarterly Report on Form 10-Q. The fair value of Level 2 long-term debt is determined based on inputs that were observable in the market, including the trading price of the notes when available. For more information regarding the Company's 5.50% Senior Notes, refer to Note 7, Debt, of the accompanying notes to condensed consolidated financial statements (unaudited) in this Quarterly Report on Form 10-Q.
Level 3
The Company's unsecured revolving credit facility falls under the Level 3 hierarchy. The fair value of the Company’s line of credit approximates its carrying value because the interest rate is a variable rate that approximates rates currently available to the Company.
4. DEFERRED COMPENSATION
As of September 30, 2016, the Company held bank deposits of $0.8 million and investments in mutual funds totaling $11.5 million, all of which related to debt and equity securities that are held in rabbi trusts under non-qualified deferred compensation plans. The total related deferred compensation liability was $12.8 million at September 30, 2016. The fair value of debt and equity securities held in the rabbi trusts at March 31, 2016 was $9.5 million. The total related deferred compensation liability at March 31, 2016 was $10.7 million.
The bank deposits are recorded on the condensed consolidated balance sheets under "Cash and cash equivalents". The securities are classified as trading securities and are recorded on the condensed consolidated balance sheets under "Short-term investments". The liability is recorded on the condensed consolidated balance sheets under “Other long-term liabilities” and "Accrued liabilities".
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5. DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS
Accounts receivable, net:
March 31, | September 30, | |||||||
(in thousands) | 2016 | 2016 | ||||||
Accounts receivable | $ | 163,834 | $ | 174,141 | ||||
Provisions for returns | (7,314 | ) | (8,559 | ) | ||||
Provisions for promotions, rebates, and other | (27,737 | ) | (28,095 | ) | ||||
Provisions for doubtful accounts and sales allowances | (564 | ) | (708 | ) | ||||
Accounts receivable, net | $ | 128,219 | $ | 136,779 | ||||
Inventory, net:
March 31, | September 30, | |||||||
(in thousands) | 2016 | 2016 | ||||||
Raw materials | $ | 21,612 | $ | 23,858 | ||||
Work in process | 527 | 345 | ||||||
Finished goods | 31,023 | 28,483 | ||||||
Inventory, net | $ | 53,162 | $ | 52,686 | ||||
Accrued Liabilities:
March 31, | September 30, | |||||||
(in thousands) | 2016 | 2016 | ||||||
Employee compensation and benefits | $ | 22,955 | $ | 28,044 | ||||
Accrued interest on 5.50% Senior Notes | 10,501 | 10,387 | ||||||
Warranty obligation | 8,537 | 8,540 | ||||||
VAT/Sales tax payable | 4,894 | 5,143 | ||||||
Restructuring and other related charges | 5,783 | 401 | ||||||
Accrued other | 17,364 | 18,937 | ||||||
Accrued liabilities | $ | 70,034 | $ | 71,452 | ||||
The Company's warranty obligation is included as a component of accrued liabilities on the condensed consolidated balance sheets. Changes in the warranty obligation during the six months ended September 30, 2015 and 2016 were as follows:
Six Months Ended September 30, | ||||||||
(in thousands) | 2015 | 2016 | ||||||
Warranty obligation at beginning of period | $ | 7,717 | $ | 8,537 | ||||
Warranty provision related to products shipped | 4,520 | 4,649 | ||||||
Deductions for warranty claims processed | (4,257 | ) | (4,742 | ) | ||||
Adjustments related to preexisting warranties | 193 | 96 | ||||||
Warranty obligation at end of period | $ | 8,173 | $ | 8,540 | ||||
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6. COMMITMENTS AND CONTINGENCIES
Unconditional Purchase Obligations
The Company purchases materials and services from a variety of suppliers and manufacturers. During the normal course of business and to manage manufacturing operations and general and administrative activities, the Company may enter into firm, non-cancelable, and unconditional purchase obligations for which amounts are not recorded on the consolidated balance sheets. As of September 30, 2016, the Company had outstanding off-balance sheet third-party manufacturing, component purchase, and other general and administrative commitments of $173.2 million.
Other Guarantees and Obligations
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, purchasers of assets or subsidiaries and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company's breach of agreements or representations and warranties made by the Company, services to be provided by the Company, intellectual property infringement claims made by third parties or, with respect to the sale of assets of a subsidiary, matters related to the Company's conduct of business and tax matters prior to the sale. From time to time, the Company indemnifies customers against combinations of loss, expense, or liability arising from various triggering events relating to the sale and use of its products and services.
In addition, the Company also provides protection to customers against claims related to undiscovered liabilities, additional product liability, or environmental obligations. The Company has also entered into indemnification agreements with its directors, officers and certain other personnel that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers of the Company or certain of its affiliated entities. The Company maintains director and officer liability insurance, which may cover certain liabilities arising from its obligation to indemnify its directors, officers and certain other personnel in certain circumstances. It is not possible to determine the aggregate maximum potential loss under these agreements due to the limited history of prior claims and the unique facts and circumstances involved in each particular claim. Such indemnification obligations might not be subject to maximum loss clauses. Historically, the Company has not incurred material costs as a result of obligations under these agreements and it has not accrued any liabilities related to such indemnification obligations in the condensed consolidated financial statements.
Claims and Litigation
On October 12, 2012, GN Netcom, Inc. ("GN") sued the Company in the United States ("U.S.") District Court for the District of Delaware, alleging violations of the Sherman Act, the Clayton Act, and Delaware common law. In its complaint, GN specifically alleges four causes of action: monopolization, attempted monopolization, concerted action in restraint of trade, and tortious interference with business relations. GN claims that the Company dominates the market for headsets sold into contact centers in the U.S. and that a critical channel for sales of headsets to contact centers is through a limited network of specialized independent distributors (“SIDs”). GN asserts that the Company attracts SIDs through exclusive distributor agreements and alleges that the use of these agreements is illegal.
On July 6, 2016, the Court in GN Netcom, Inc. v. Plantronics, Inc. ordered the following sanctions against the Company as they relate to certain discovery matters in the litigation: (1) monetary sanctions in the form of reasonable fees and costs incurred by GN in connection with the discovery disputes leading to the motion for sanctions; (2) punitive sanctions in the amount of $3 million; (3) possible evidentiary sanctions; and (4) instructions to the jury that it may draw an adverse inference that emails destroyed by the Company would have been favorable to GN’s case and/or unfavorable to the Company's defense. As a result, during the three months ended June 30, 2016, the Company accrued $3 million for the punitive sanctions and an additional $2 million, representing the Company’s best estimate of reasonable fees and costs incurred by GN in connection with the disputes leading to the motion for sanctions, for a total of $5 million. The Company paid the $3 million dollars in punitive damages to GN on or about September 1, 2016 and expects to pay the remaining balance, which was reduced to $1.9 million, on or before November 6, 2016. This latter amount is included within accrued liabilities on its condensed consolidated balance sheet.
The Company believes that the underlying antitrust action is without merit and is vigorously defending itself. However, following the court order described above, there exists an increased risk of the jury finding in favor of the plaintiff. The Company is unable to provide an estimate of the possible loss or range of possible loss resulting from these allegations and has not accrued any financial damages relating to the antitrust case. The trial for the underlying antitrust case is currently scheduled to commence in October 2017.
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In addition to the specific matter discussed above, the Company is involved in various legal proceedings arising in the normal course of conducting business. For such legal proceedings, where applicable, the Company has accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to the Company's financial condition, results of operations, or cash flows. With respect to proceedings for which no accrual has been made, the Company is not able to estimate an amount or range of any reasonably possible additional losses because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the variable treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings. However, based upon the Company's historical experience, the resolution of these proceedings is not expected to have a material effect on the Company's financial condition, results of operations or cash flows. The Company may incur substantial legal fees, which are expensed as incurred, in defending against these legal proceedings.
7. DEBT
5.50% Senior Notes
In May 2015, the Company issued $500.0 million aggregate principal amount of 5.50% senior notes (the “5.50% Senior Notes”). The 5.50% Senior Notes mature on May 31, 2023, and bear interest at a rate of 5.50% per annum, payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2015. The Company received net proceeds of $488.4 million from the issuance of the 5.50% Senior Notes, net of issuance costs of $11.6 million which are being amortized to interest expense over the term of the 5.50% Senior Notes using the effective interest method.
The fair value of the 5.50% Senior Notes was determined based on inputs that were observable in the market, including the trading price of the 5.50% Senior Notes when available (Level 2). The estimated fair value and carrying value of the 5.50% Senior Notes were as follows:
March 31, 2016 | September 30, 2016 | ||||||||||||||
(in thousands) | Fair Value | Carrying Value | Fair Value | Carrying Value | |||||||||||
5.50% Senior Notes | $ | 493,440 | $ | 489,609 | $ | 517,500 | $ | 490,334 | |||||||
The Company may redeem all or a part of the 5.50% Senior Notes, upon not less than 30 or more than a 60 day notice; however, the applicable redemption price will be determined as follows:
Redemption Period Requiring Payment of: | Redemption Up To 35% Using Cash Proceeds From An Equity Offering(3): | ||||||
Make-Whole(1) | Premium(2) | Date | Specified Price | ||||
5.50% Senior Notes | Prior to May 15, 2018 | On or after May 15, 2018 | Prior to May 15, 2018 | 105.500% | |||
(1) If the Company redeems the notes prior to the applicable date, the redemption price is principal plus a make-whole premium equal to the present value of the remaining scheduled interest payments as described in the applicable indenture, together with accrued and unpaid interest.
(2) If the Company redeems the notes on or after the applicable date, the price is principal plus a premium which declines over time as specified in the applicable indenture, together with accrued and unpaid interest.
(3) If the Company redeems the notes prior to the applicable date with net cash proceeds of one or more equity offerings, the price is equal to the amount specified above, together with accrued and unpaid interest, subject to a maximum redemption of 35% of the aggregate principal amount of the respective note being redeemed.
In addition, upon the occurrence of certain change of control triggering events, the Company may be required to repurchase the 5.50% Senior Notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. The 5.50% Senior Notes contain restrictive covenants that, among other things, limit the Company's ability to create certain liens and enter into sale and leaseback transactions; create, assume, incur, or guarantee additional indebtedness of its subsidiaries without such subsidiary guaranteeing the 5.50% Senior Notes on an unsecured unsubordinated basis; and consolidate or merge with, or convey, transfer or lease all or substantially all of the assets of the Company and its subsidiaries to another person. As of September 30, 2016, the Company was in compliance with all covenants.
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Revolving Credit Agreement
On May 9, 2011, the Company entered into a credit agreement with Wells Fargo Bank, National Association ("the Bank"), which was most recently amended on May 2, 2016 (as amended, the "Amended Credit Agreement") to extend the term of the Credit Agreement by one year to May 9, 2019, and to waive a default under the Credit Agreement in effect as of March 31, 2016 in which the Company's debt to EBITDA ratio minimally exceeded the previously agreed upon ratio of 3:1. The breach of the covenant was primarily a result of the restructuring expenses recorded in the third and fourth quarters of fiscal year 2016.
The Amended Credit Agreement provides for a $100.0 million unsecured revolving credit facility. Revolving loans under the Credit Agreement will bear interest, at the Company’s election, at (i) the Bank’s announced prime rate less 1.20% per annum or (ii) a daily one-month LIBOR rate plus 1.40% per annum. Interest is payable quarterly in arrears on the first day of each April, July, October and January, commencing July 1, 2016. Principal, together with all accrued and unpaid interest, on the revolving loans is due and payable on May 9, 2019. The Company is also obligated to pay a commitment fee of 0.37% per annum on the average daily unused amount of the revolving line of credit, which fee shall be payable quarterly in arrears on the first day of each April, July, October and January, commencing July 1, 2016.
The Company may prepay the loans and terminate the commitments under the Credit Agreement at any time, without premium or penalty, subject to the reimbursement of certain costs. As of March 31, 2016 and September 30, 2016, the Company had no outstanding borrowings under the line of credit.
The Credit Agreement contains customary affirmative and negative covenants, including, among other things, covenants limiting the ability of the Company to incur debt, make capital expenditures, grant liens, merge or consolidate, and make investments. The Credit Agreement also requires the Company to comply with certain financial covenants, including (i) a maximum ratio of funded debt to EBITDA and (ii) a minimum EBITDA coverage ratio, in each case, tested as of each fiscal quarter and determined on a rolling four-quarter basis. In addition, the Company and its subsidiaries are required to maintain unrestricted cash, cash equivalents and marketable securities plus availability under the Credit Agreement at the end of each fiscal quarter of at least $300.0 million. The Credit Agreement contains customary events of default that include, among other things, payment defaults, covenant defaults, cross-defaults with certain other indebtedness, bankruptcy and insolvency defaults, and judgment defaults. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement.
On May 2, 2016, the Company received a waiver from the lender for noncompliance with the minimum EBITDA covenant at March 31, 2016. Pursuant to the terms of the waiver and amendment to the Credit Agreement, the $16.2 million of restructuring charges recorded in the Company's fiscal year 2016 will be excluded from the lender’s rolling four-quarter EBITDA calculation. This exclusion of restructuring charges does not automatically extend to any such future charges, should they be incurred. The breach was not considered to be a cross-default on the Company's 5.50% Senior Notes and as such had no impact on the amount or timing of amounts payable related to those debt instruments. As of September 30, 2016, the Company was in compliance with all ratios and covenants.
8. STOCK-BASED COMPENSATION
The Company recognizes the grant-date fair value of stock-based compensation as compensation expense using the straight-line attribution approach over the service period for which the stock-based compensation is expected to vest. The following table summarizes the amount of stock-based compensation included in the condensed consolidated statements of operations:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
(in thousands) | 2015 | 2016 | 2015 | 2016 | ||||||||||||
Cost of revenues | $ | 879 | $ | 778 | $ | 1,658 | $ | 1,620 | ||||||||
Research, development, and engineering | 2,619 | 2,408 | 4,978 | 4,892 | ||||||||||||
Selling, general, and administrative | 5,334 | 4,717 | 10,246 | 9,804 | ||||||||||||
Stock-based compensation included in operating expenses | 7,953 | 7,125 | 15,224 | 14,696 | ||||||||||||
Total stock-based compensation | 8,832 | 7,903 | 16,882 | 16,316 | ||||||||||||
Income tax benefit | (2,642 | ) | (2,877 | ) | (4,964 | ) | (5,649 | ) | ||||||||
Total stock-based compensation, net of tax | $ | 6,190 | $ | 5,026 | $ | 11,918 | $ | 10,667 | ||||||||
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9. COMMON STOCK REPURCHASES
From time to time, the Company's Board of Directors (the "Board") has authorized programs under which the Company may repurchase shares of its common stock, depending on market conditions, in the open market or through privately negotiated transactions. Repurchased shares are held as treasury stock until they are retired or re-issued. Repurchases by the Company pursuant to Board-authorized programs during the six months ended September 30, 2015 and 2016 are discussed below. As of September 30, 2016, there remained 1,020,990 shares authorized for repurchase under repurchase programs approved by the Board on January 29, 2016 and July 29, 2016. There were no remaining shares authorized under previously approved programs.
In the six months ended September 30, 2015 and 2016, the Company repurchased 8,492,117 shares and 613,021 shares, respectively, of its common stock in the open market for a total cost of $473.2 million and $26.8 million, respectively, and at an average price per share of $55.72 and $43.76, respectively. In addition, the Company withheld shares valued at $10.5 million and $9.1 million in the six months ended September 30, 2015 and 2016, respectively, in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under the Company's stock plans. The amounts withheld were equivalent to the employees' minimum statutory tax withholding requirements and are reflected as a financing activity within the Company's condensed consolidated statements of cash flows. These share withholdings have the same effect as share repurchases by the Company as they reduce the number of shares that would have otherwise been issued in connection with the vesting of shares subject to the restricted stock grants.
10. ACCUMULATED OTHER COMPREHENSIVE INCOME
The components of accumulated other comprehensive income ("AOCI"), net of immaterial tax effects, are as follows:
(in thousands) | March 31, 2016 | September 30, 2016 | |||||||
Accumulated unrealized gain (loss) on cash flow hedges (1) | $ | (1,087 | ) | $ | (469 | ) | |||
Accumulated foreign currency translation adjustments | 4,739 | 4,489 | |||||||
Accumulated unrealized gain (loss) on investments | 107 | 140 | |||||||
Accumulated other comprehensive income | $ | 3,759 | $ | 4,160 | |||||
(1)Refer to Note 11, Foreign Currency Derivatives, which discloses the nature of the Company's derivative assets and liabilities as of March 31, 2016 and September 30, 2016.
11. FOREIGN CURRENCY DERIVATIVES
The Company's foreign currency derivatives consist primarily of foreign currency forward exchange contracts, option contracts, and cross-currency swaps. The Company does not purchase derivative financial instruments for speculative trading purposes. The derivatives expose the Company to credit risk to the extent the counterparties may be unable to meet the terms of the derivative instrument. The Company's maximum exposure to loss that it would incur due to credit risk if parties to derivative contracts failed completely to perform according to the terms of the contracts was equal to the carrying value of the Company's derivative assets as of September 30, 2016. The Company seeks to mitigate such risk by limiting its counterparties to large financial institutions. In addition, the Company monitors the potential risk of loss with any one counterparty resulting from this type of credit risk on an ongoing basis.
The Company enters into master netting arrangements with counterparties when possible to mitigate credit risk in derivative transactions. A master netting arrangement may allow each counterparty to net settle amounts owed between the Company and the counterparty as a result of multiple, separate derivative transactions. As of September 30, 2016, the Company had International Swaps and Derivatives Association (ISDA) agreements with four applicable banks and financial institutions which contained netting provisions. Plantronics has elected to present the fair value of derivative assets and liabilities on the Company's condensed consolidated balance sheet on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. For each counterparty, if netted, the Company would offset the asset and liability balances of all derivatives at the end of the reporting period. Derivatives not subject to master netting agreements are not eligible for net presentation. As of March 31, 2016 and September 30, 2016, no cash collateral had been received or pledged related to these derivative instruments.
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The gross fair value of the Company's outstanding derivative contracts at the end of each period was as follows:
(in thousands) | March 31, 2016 | September 30, 2016 | ||||||
Derivative Assets (recorded in 'Other current assets') | ||||||||
Non-designated hedges | $ | 33 | $ | 182 | ||||
Cash flow hedges | 1,952 | 2,524 | ||||||
Total Derivative Assets | $ | 1,985 | $ | 2,706 | ||||
Derivative Liabilities (recorded in 'Accrued liabilities') | ||||||||
Non-designated hedges | $ | 1,163 | $ | 79 | ||||
Cash flow hedges | 3,255 | 2,655 | ||||||
Total Derivative Liabilities | $ | 4,418 | $ | 2,734 | ||||
Non-Designated Hedges
As of September 30, 2016, the Company had foreign currency forward contracts denominated in Euros ("EUR"), British Pound Sterling ("GBP"), Australian Dollars ("AUD"), and Canadian Dollars ("CAD"). The Company does not elect to obtain hedge accounting for these forward contracts. These forward contracts hedge against a portion of the Company’s foreign currency-denominated cash balances, receivables, and payables. The following table summarizes the notional value of the Company’s outstanding foreign exchange currency contracts and approximate U.S. Dollar ("USD") equivalent at September 30, 2016:
(in thousands) | Local Currency | USD Equivalent | Position | Maturity | |||||||
EUR | € | 33,000 | $ | 37,143 | Sell EUR | 1 month | |||||
GBP | £ | 7,600 | $ | 9,893 | Sell GBP | 1 month | |||||
AUD | A$ | 13,800 | $ | 10,569 | Sell AUD | 1 month | |||||
CAD | C$ | 2,230 | $ | 1,699 | Sell CAD | 1 month | |||||
Effect of Non-Designated Derivative Contracts on the Condensed Consolidated Statements of Operations
The effect of non-designated derivative contracts recognized in other non-operating income and (expense), net in the condensed consolidated statements of operations was as follows:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
(in thousands) | 2015 | 2016 | 2015 | 2016 | ||||||||||||
Gain (loss) on foreign exchange contracts | $ | 1,276 | $ | (193 | ) | $ | 148 | $ | 1,750 | |||||||
Cash Flow Hedges
Costless Collars
The Company hedges a portion of the forecasted EUR and GBP denominated revenues with costless collars. On a monthly basis, the Company enters into option contracts with a six to eleven month term. Collar contracts are scheduled to mature at the beginning of each fiscal quarter, at which time the instruments convert to forward contracts. The Company also enters into cash flow forwards with a three month term. Once the hedged revenues are recognized, the forward contracts become non-designated hedges to protect the resulting foreign monetary asset position for the Company.
The notional value of the Company's outstanding EUR and GBP option and forward contracts at the end of each period was as follows:
(in millions) | March 31, 2016 | September 30, 2016 | ||||||
EUR | GBP | EUR | GBP | |||||
Option contracts | €59.4 | £18.4 | €61.0 | £20.0 | ||||
Forward contracts | €23.9 | £9.1 | €26.5 | £4.6 | ||||
The Company will reclassify all amounts accumulated in other comprehensive income into earnings within the next twelve months.
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Cross-currency Swaps
The Company hedges a portion of the forecasted Mexican Peso (“MXN”) denominated expenditures with a cross-currency swap. A loss of $1.7 million, net of tax, in AOCI as of September 30, 2016 is expected to be reclassified to cost of revenues during the next 12 months due to the recognition of the hedged forecasted expenditures. As of March 31, 2016 and September 30, 2016, the Company had foreign currency swap contracts of approximately MXN 481.0 million and MXN 491.8 million, respectively.
The following table summarizes the notional value of the Company’s outstanding MXN cross-currency swaps and approximate USD Equivalent at September 30, 2016:
(in thousands) | Local Currency | USD Equivalent | Position | Maturity | |||||||
MXN | 491,790 | $ | 26,779 | Buy MXN | Monthly over | 21 months | |||||
Effect of Designated Derivative Contracts on AOCI and Condensed Consolidated Statements of Operations
The following table presents the pre-tax effects of derivative instruments designated as cash flow hedges on accumulated other comprehensive income and the condensed consolidated statements of operations for the three and six months ended September 30, 2015 and 2016:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
(in thousands) | 2015 | 2016 | 2015 | 2016 | ||||||||||||
Gain (loss) included in AOCI as of beginning of period | $ | 102 | $ | 415 | $ | 5,705 | $ | (1,106 | ) | |||||||
Amount of gain (loss) recognized in other comprehensive income (“OCI”) (effective portion) | (1,976 | ) | (650 | ) | (4,814 | ) | 304 | |||||||||
Amount of gain (loss) reclassified from OCI into net revenues (effective portion) | 2,197 | 825 | 5,735 | 985 | ||||||||||||
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion) | (1,171 | ) | (589 | ) | (1,944 | ) | (1,316 | ) | ||||||||
Total amount of gain (loss) reclassified from AOCI to income (loss) (effective portion) | 1,026 | 236 | 3,791 | (331 | ) | |||||||||||
Gain included in AOCI as of end of period | $ | (2,900 | ) | $ | (471 | ) | $ | (2,900 | ) | $ | (471 | ) | ||||
During the three and six months ended September 30, 2015 and 2016 the Company recognized an immaterial gain on the ineffective portion of its cash flow hedges, which is reported in other non-operating income and (expense), net in the condensed consolidated statements of operations.
12. INCOME TAXES
The Company and its subsidiaries are subject to taxation in the U.S. and in various foreign and state jurisdictions. The effective tax rates for the three and six months ended September 30, 2015 were 27.4% and 23.2%, respectively compared to 21.4% and 22.0%, respectively for the three and six months ended September 30, 2016.
The decrease in the effective tax rate for the three months ended September 30, 2016 is due primarily to the federal research and development credit, which was permanently reinstated in December 2015, as well as a shift in our geographic mix of income from higher tax jurisdictions to lower tax jurisdictions due in part to the U.S. executive transition costs accrued during the three months ended September 30, 2016. The decrease in the effective tax rate for the six months ended September 30, 2016 is due primarily to the federal research and development credit and a shift in our geographic mix of income from higher tax jurisdictions to lower tax jurisdictions, partially offset by the favorable closure of a tax audit during the six months ended September 30, 2015. The effective tax rates differ from the statutory rate due primarily to the impact of foreign operations taxed at different statutory rates, tax credits, state taxes, and other factors.
Included in long-term income taxes payable in the condensed consolidated balance sheets as of March 31, 2016 and September 30, 2016 were unrecognized tax benefits of $12.7 million and $13.6 million, respectively, which would favorably impact the effective tax rate in future periods if recognized. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense in the condensed consolidated statements of operations. The accrued interest related to unrecognized tax benefits was $1.6 million and $1.8 million as of March 31, 2016 and September 30, 2016, respectively. No penalties have been accrued.
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The Company and its subsidiaries are subject to taxation in the U.S. and various foreign and state jurisdictions. All U.S. federal tax matters have been concluded for tax years prior to fiscal year 2013. The California Franchise Tax Board completed its examination of the Company's 2007 and 2008 tax years. The Company received a Notice of Proposed Assessment and responded by filing a protest letter. The amount of the proposed assessment is not material. Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal year 2011, except for the United Kingdom, which has been concluded for tax years prior to fiscal year 2015.
The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations; however, the outcome of such examinations cannot be predicted with certainty. If any issues addressed in the tax examinations are resolved in a manner inconsistent with the Company's expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs. The timing of any resolution and/or closure of tax examinations is not certain.
13. COMPUTATION OF EARNINGS PER COMMON SHARE
The Company has a share-based compensation plan under which employees, non-employee directors, and consultants may be granted share-based awards, including shares of restricted stock on which non-forfeitable dividends are paid on unvested shares. As such, shares of restricted stock are considered participating securities under the two-class method of calculating earnings per share. The two-class method of calculating earnings per share did not have a material impact on the Company's earnings per share calculation for the three and six month periods ending September 30, 2015 and 2016.
The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended September 30, 2015 and 2016:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
(in thousands, except per share data) | 2015 | 2016 | 2015 | 2016 | ||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 17,896 | $ | 20,474 | $ | 39,124 | $ | 40,861 | ||||||||
Denominator: | ||||||||||||||||
Weighted average common shares-basic | 33,590 | 32,281 | 35,796 | 32,269 | ||||||||||||
Dilutive effect of employee equity incentive plans | 655 | 445 | 880 | 596 | ||||||||||||
Weighted average common shares-diluted | 34,245 | 32,726 | 36,676 | 32,865 | ||||||||||||
Basic earnings per common share | $ | 0.53 | $ | 0.63 | $ | 1.09 | $ | 1.27 | ||||||||
Diluted earnings per common share | $ | 0.52 | $ | 0.63 | $ | 1.07 | $ | 1.24 | ||||||||
Potentially dilutive securities excluded from diluted earnings per common share because their effect is anti-dilutive | 283 | 543 | 257 | 634 | ||||||||||||
14. REVENUE AND MAJOR CUSTOMERS
The Company designs, manufactures, markets, and sells headsets for business and consumer applications, and other specialty products for the hearing impaired. With respect to headsets, it makes products for use in offices and contact centers and, with mobile devices, cordless phones, computers, and gaming consoles.
The following table presents net revenues by product group for the three and six months ended September 30, 2015 and 2016:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
(in thousands) | 2015 | 2016 | 2015 | 2016 | ||||||||||||
Net revenues from unaffiliated customers: | ||||||||||||||||
Enterprise | $ | 160,468 | $ | 154,542 | $ | 312,225 | $ | 310,439 | ||||||||
Consumer | 54,549 | 61,641 | 109,150 | 128,850 | ||||||||||||
Total net revenues | $ | 215,017 | $ | 216,183 | $ | 421,375 | $ | 439,289 | ||||||||
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For reporting purposes, revenue is attributed to each geographic region based on the location of the customer. Other than the U.S., no country accounted for 10% or more of the Company's net revenues for the three and six months ended September 30, 2015 and 2016. The following table presents net revenues by geography:
Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
(in thousands) | 2015 | 2016 | 2015 | 2016 | ||||||||||||
Net revenues from unaffiliated customers: | ||||||||||||||||
U.S. | $ | 123,803 | $ | 119,062 | $ | 241,381 | $ | 247,300 | ||||||||
Europe and Africa | 51,718 | 51,422 | 101,825 | 105,489 | ||||||||||||
Asia Pacific | 28,219 | 28,588 | 54,734 | 54,815 | ||||||||||||
Americas, excluding U.S. | 11,277 | 17,111 | 23,435 | 31,685 | ||||||||||||
Total international net revenues | 91,214 | 97,121 | 179,994 | 191,989 | ||||||||||||
Total net revenues | $ | 215,017 | $ | 216,183 | $ | 421,375 | $ | 439,289 | ||||||||
One customer, Ingram Micro Group, accounted for 10.9% of net revenues for the three months ended September 30, 2015. No customer accounted for more than 10% of net revenues for the six months ended September 30, 2015. One customer, Ingram Micro Group, accounted for 10.7% and 10.4%, respectively, of net revenues for the three and six months ended September 30, 2016, respectively.
One customer, SYNNEX Corporation, accounted for 11.2% of total net accounts receivable at March 31, 2016. One customer, Ingram Micro Group, accounted for 10.5% of total net accounts receivable at September 30, 2016.
15. SUBSEQUENT EVENTS
On November 1, 2016, the Company announced that its Audit Committee had declared and approved the payment of a dividend of $0.15 per share on December 9, 2016 to holders of record on November 18, 2016.
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Quantitative and Qualitative Disclosures About Market Risk
The discussion of our exposure to market risk related to changes in interest rates and foreign currency exchange rates contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors including those discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the SEC on May 16, 2016.
INTEREST RATE RISK
We reported the following balances in cash and cash equivalents, short-term investments, and long-term investments as follows:
(in millions) | March 31, 2016 | September 30, 2016 | ||||||
Cash and cash equivalents | $ | 235.3 | $ | 244.5 | ||||
Short-term investments | $ | 160.1 | $ | 178.5 | ||||
Long-term investments | $ | 145.6 | $ | 130.7 | ||||
As of September 30, 2016, our investments were composed of Mutual Funds, US Treasury Notes, Government Agency Securities, Commercial Paper, Corporate Bonds, and Certificates of Deposits ("CDs").
Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. Our investment policy generally limits the amount of credit exposure to any one issuer and requires investments to be high credit quality, primarily rated A or A2 and above, with the objective of minimizing the potential risk of principal loss. All highly liquid investments with initial maturities of three months or less at the date of purchase are classified as cash equivalents. We classify our investments as either short-term or long-term based on each instrument's underlying effective maturity date. All short-term investments have effective maturities of less than 12 months, while all long-term investments have effective maturities greater than 12 months or we do not currently have the ability to liquidate the investment. We may sell our investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. No material realized or unrealized gains or losses were recognized during the three and six months ended September 30, 2016 and 2015.
Interest rates were relatively unchanged in the three and six months ended September 30, 2016 compared to the same period in the prior year. We generated no significant interest income in the three months ended September 30, 2016, and $1.7 million in interest income in the six months ended September 30, 2016. We incurred no significant interest expense from our revolving line of credit in the three and six months ended September 30, 2016. The 5.50% Senior Notes are at a fixed interest rate and we have not elected the fair value option for these instruments; accordingly we are not exposed to any economic interest rate risk related to this indebtedness; however, the fair value of this instrument fluctuates as market interest rates change. The increase in interest expense caused by a 10 basis point increase in the interest rates of our variable-rate revolving line of credit indebtedness would not be significant. A hypothetical 10 basis points increase or decrease on market interest rates related to our investment portfolio would have an immaterial impact on our results of operations.
FOREIGN CURRENCY EXCHANGE RATE RISK
We are a net receiver of currencies other than the U.S. dollar ("USD"). Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, could negatively affect our net revenues and gross margins as expressed in U.S. dollars. There is a risk that we will have to adjust local currency product pricing due to competitive pressures if there is significant volatility in foreign currency exchange rates.
The primary currency fluctuations to which we are exposed are the Euro ("EUR"), British Pound Sterling ("GBP"), Australian Dollar ("AUD"), Canadian Dollar ("CAD"), Mexican Peso ("MXN"), and the Chinese Renminbi ("RMB"). We use a hedging strategy to diminish, and make more predictable, the effect of currency fluctuations. All of our hedging activities are entered into with large financial institutions, which we periodically evaluate for credit risks. We hedge our balance sheet exposure by hedging EUR, GBP, AUD, and CAD denominated cash, accounts receivable, and accounts payable balances, and our economic exposure by hedging a portion of anticipated EUR and GBP denominated sales and our MXN denominated expenditures. We can provide no assurance that our strategy will be successful in the future or that exchange rate fluctuations will not materially adversely affect our business. We do not hold or issue derivative financial instruments for speculative trading purposes.
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We experienced $1.8 million and $2.4 million in net foreign currency losses in the three and six months ended September 30, 2015, respectively, compared to immaterial net foreign currency gains in the three months ended September 30, 2016 and $1.5 million in net foreign currency gains in the six months ended September 30, 2016. Although we hedge a portion of our foreign currency exchange exposure, the weakening of certain foreign currencies, particularly the EUR and GBP in comparison to the USD, could result in material foreign exchange losses in future periods.
Non-designated Hedges
We hedge our EUR, GBP, AUD, and CAD denominated cash, accounts receivable, and accounts payable balances by entering into foreign exchange forward contracts. The table below presents the impact on the foreign exchange gain (loss) of a hypothetical 10% appreciation and a 10% depreciation of the USD against the forward currency contracts as of September 30, 2016 (in millions):
Currency - forward contracts | Position | USD Value of Net Foreign Exchange Contracts | Foreign Exchange Gain From 10% Appreciation of USD | Foreign Exchange Loss From 10% Depreciation of USD | |||||||||
EUR | Sell EUR | $ | 37.1 | $ | 3.7 | $ | (3.7 | ) | |||||
GBP | Sell GBP | $ | 9.9 | $ | 1.0 | $ | (1.0 | ) | |||||
AUD | Sell AUD | $ | 10.6 | $ | 0.2 | $ | (0.2 | ) | |||||
CAD | Sell CAD | $ | 1.7 | $ | 1.0 | $ | (1.0 | ) | |||||
Cash Flow Hedges
In the six months ended September 30, 2016, 44% of our net revenues were derived from sales outside of the U.S. and denominated primarily in EUR and GBP.
As of September 30, 2016, we had foreign currency put and call option contracts with notional amounts of approximately €61.0 million and £20.0 million denominated in EUR and GBP, respectively. Collectively, our option contracts hedge against a portion of our forecasted foreign currency denominated sales. If the USD is subjected to either a 10% appreciation or 10% depreciation versus these net exposed currency positions, we could realize a gain of $4.9 million or incur a loss of $5.1 million, respectively.
The table below presents the impact on the Black-Scholes valuation of our currency option contracts of a hypothetical 10% appreciation and a 10% depreciation of the USD against the indicated open option contract type for cash flow hedges as of September 30, 2016 (in millions):
Currency - option contracts | USD Value of Net Foreign Exchange Contracts | Foreign Exchange Gain From 10% Appreciation of USD | Foreign Exchange Loss From 10% Depreciation of USD | ||||||||
Call options | $ | 100.7 | $ | 0.5 | $ | (3.3 | ) | ||||
Put options | $ | 92.9 | $ | 4.4 | $ | (1.8 | ) | ||||
Forwards | $ | 36.3 | $ | 3.6 | $ | (3.6 | ) | ||||
Collectively, our swap contracts hedge against a portion of our forecasted MXN denominated expenditures. As of September 30, 2016, we had cross-currency swap contracts with notional amounts of approximately MXN 491.8 million.
The table below presents the impact on the valuation of our cross-currency swap contracts of a hypothetical 10% appreciation and a 10% depreciation of the USD as of September 30, 2016 (in millions):
Currency - cross-currency swap contracts | USD Value of Net Foreign Exchange Contracts | Foreign Exchange Loss From 10% Appreciation of USD | Foreign Exchange Gain From 10% Depreciation of USD | ||||||||
Position: Buy MXN | $ | 26.8 | $ | (2.1 | ) | $ | 2.6 | ||||
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Controls and Procedures
(a) | Evaluation of disclosure controls and procedures |
Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) | Changes in internal control over financial reporting |
There have not been any changes in the Company’s internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
PART II -- OTHER INFORMATION
LEGAL PROCEEDINGS
We are presently engaged in various legal actions arising in the normal course of business. We believe that it is unlikely that any of these actions will have a material adverse impact on our operating results; however, because of the inherent uncertainties of litigation, the outcome of any of these actions could be unfavorable and could have a material adverse effect on our financial condition, results of operations or cash flows. For additional information about our material legal proceedings, please see Note 6, Commitments and Contingencies, of the accompanying notes to condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
RISK FACTORS
You should carefully consider the risk factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the SEC on May 16, 2016, each of which could materially affect our business, financial position or future results of operations. The risks described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position or future results of operations.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchase Programs
The following table presents a month-to-month summary of the stock purchase activity in the second quarter of fiscal year 2017:
Total Number of Shares Purchased 1 | Average Price Paid per Share 2 | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 1 | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 6 | |||||||||
July 3, 2016 to July 30, 2016 | 85,387 | 3 | $ | 45.47 | 83,455 | 1,108,818 | ||||||
July 31, 2016 to August 27, 2016 | 51,900 | 4 | $ | 49.67 | 49,850 | 1,058,968 | ||||||
August 28, 2016 to October 1, 2016 | 40,871 | 5 | $ | 50.52 | 37,978 | 1,020,990 | ||||||
1 | On July 29, 2016, the Board of Directors authorized a new program to repurchase 1,000,000 shares of our common stock. | |
2 | "Average Price Paid per Share" reflects open market repurchases of common stock only. | |
3 | Includes 1,932 shares that were tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. | |
4 | Includes 2,050 shares that were tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. | |
5 | Includes 2,893 shares that were tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. | |
6 | These shares reflect the available shares authorized for repurchase under the programs approved by the Board on January 29, 2016 and July 29, 2016. | |
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EXHIBITS
We have filed the following documents as Exhibits to this Form 10-Q:
Exhibit Number | Incorporation by Reference | Filed Herewith | ||||||||||
Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||
10.1* | Employment Agreement between S. Kenneth Kannappan and Plantronics, Inc. dated July 31, 2016 | 8-K | 10.1 | 8/2/2016 | ||||||||
10.2* | Employment Agreement between Joseph B. Burton and Plantronics, Inc. dated effective July 31, 2016 | 8-K | 10.2 | 8/2/2016 | ||||||||
10.3* | Plantronics, Inc. 2002 Employee Stock Purchase Plan, as amended and restated | 8-K | 10.1 | 8/8/2016 | ||||||||
10.4* | Transition Agreement between Plantronics, Inc. and Richard R. Pickard, dated as of September 6, 2016 | 8-K | 10.1 | 9/9/2016 | ||||||||
X | ||||||||||||
X | ||||||||||||
X | ||||||||||||
101.INS* | XBRL Instance Document | X | ||||||||||
101.SCH* | XBRL Taxonomy Extension Schema Document | X | ||||||||||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||
101.DEF* | XBRL Taxonomy Definition Linkbase Document | X | ||||||||||
* | Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates. | |||||||||||
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Plantronics, Inc.
FORM 10-Q
CROSS REFERENCE TABLE
Item Number | Page(s) | ||
PART I. FINANCIAL INFORMATION | |||
Item 1. Financial Statements | 14 | - | 30 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 3 | - | 13 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 31 | - | 32 |
Item 4. Control and Procedures | 33 | ||
PART II. OTHER INFORMATION | |||
Item 1. Legal Proceedings | 33 | ||
Item 1A. Risk Factors | 33 | ||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 34 | ||
Item 6. Exhibits | 35 | ||
Signatures | 37 | ||
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SIGNATURES
Pursuant to the requirements 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.
PLANTRONICS, INC. | |||
Date: | November 1, 2016 | By: | /s/ Pamela Strayer |
Name: | Pamela Strayer | ||
Title: | Senior Vice President and Chief Financial Officer | ||
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