|
|
|
|
|
|
Note 1 — The Company
Logitech is a world leader in products that connect people to the digital experiences they care about. Spanning multiple computing, communications and entertainment platforms, we develop and market innovative hardware and software products that enable or enhance digital navigation, music and video entertainment, gaming, social networking, audio and video communication over the Internet, video security and home-entertainment control. Our products for home and business PCs (personal computers) include mice, trackballs, keyboards, interactive gaming controllers, multimedia speakers, headsets, webcams, and lapdesks. Our tablet accessories include keyboards, keyboard cases, earphones, wireless speakers and speaker stands. Our Internet communications products include webcams, headsets, video communications services, and digital video security systems for a home or small business. Our digital music products include speakers, earphones, and custom in-ear monitors. For home entertainment systems, we offer the Harmony line of advanced remote controls, Squeezebox wireless music solutions and, in the United States, a line of Logitech products for the Google TV platform. For gaming consoles, we offer a range of gaming controllers and microphones, as well as other accessories. Our LifeSize division offers scalable HD (high-definition) video communications endpoints, HD video conferencing systems with integrated monitors, video bridges and other infrastructure software and hardware to support large scale video deployments, and services to support these products.
We sell our peripheral products to a network of distributors and resellers and to OEMs (original equipment manufacturers). We sell our LifeSize products and services to distributors, value-added resellers, OEMs, and, occasionally, direct enterprise customers. The large majority of our revenues have historically been derived from sales of our peripheral products for use by consumers.
Logitech was founded in Switzerland in 1981, and Logitech International S.A. has been the parent holding company of Logitech since 1988. Logitech International S.A. is a Swiss holding company with its registered office in Apples, Switzerland, which conducts its business through subsidiaries in the Americas, EMEA (Europe, Middle East, Africa) and Asia Pacific. Shares of Logitech International S.A. are listed on both the Nasdaq Global Select Market, under the trading symbol LOGI, and the SIX Swiss Exchange, under the trading symbol LOGN.
|
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Logitech and its subsidiaries. All intercompany balances and transactions have been eliminated. The consolidated financial statements are presented in accordance with U.S. GAAP (accounting principles generally accepted in the United States of America) for interim financial information and therefore do not include all the information required by U.S. GAAP for complete financial statements. They should be read in conjunction with the Company's audited consolidated financial statements for the fiscal year ended March 31, 2011 included in its Annual Report on Form 10-K.
Certain prior year financial statement amounts have been reclassified to conform to the current year presentation with no impact on previously reported net income.
In the opinion of management, these consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the periods presented. Operating results for the three months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending March 31, 2012 or any future periods.
Fiscal Year
The Company's fiscal year ends on March 31. Interim quarters are thirteen-week periods, each ending on a Friday. For purposes of presentation, the Company has indicated its quarterly periods as ending on the month end.
Changes in Significant Accounting Policies
There have been no substantial changes in our significant accounting policies during the three months ended June 30, 2011 compared with the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect reported amounts of assets, liabilities, net sales and expenses, and the disclosure of contingent assets and liabilities. Although these estimates are based on management's best knowledge of current events and actions that may impact the Company in the future, actual results could differ from those estimates.
Recent Accounting Pronouncements
In May 2011, the FASB (Financial Accounting Standards Board) issued ASU (Accounting Standards Update) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 provides a consistent definition of fair value and ensures that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 also changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. ASU 2011-04 is effective during interim and annual periods beginning after December 15, 2011. The Company will adopt ASU 2011-04 in the fourth quarter of fiscal year 2012. The Company is evaluating the impact of adopting ASU 2011-04, but currently believes there will be no significant impact on its consolidated financial statements.
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220)—Presentation of Comprehensive Income. ASU 2011-05 requires disclosure of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. ASU 2011-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company will adopt ASU 2011-04 in the first quarter of fiscal year 2013. The adoption of this standard will impact only the presentation format of our consolidated financial statements.
|
Note 4 — Employee Benefit Plans
Employee Share Purchase Plans and Stock Incentive Plans
As of June 30, 2011, the Company offers the 2006 ESPP (2006 Employee Share Purchase Plan (Non-U.S.)), the 1996 ESPP (1996 Employee Share Purchase Plan (U.S.)) and the 2006 Stock Incentive Plan. Shares issued to employees as a result of purchases or exercises under these plans are generally issued from shares held in treasury.
The following table summarizes the share-based compensation expense and related tax benefit recognized for the three months ended June 30, 2011 and 2010 (in thousands):
Three months ended June 30, |
||||||||
2011 | 2010 | |||||||
Cost of goods sold |
$ | 1,160 | $ | 991 | ||||
|
|
|
|
|||||
Share-based compensation expense included in gross profit |
1,160 | 991 | ||||||
|
|
|
|
|||||
Operating expenses: |
||||||||
Marketing and selling |
3,517 | 3,077 | ||||||
Research and development |
1,808 | 1,776 | ||||||
General and administrative |
3,230 | 2,618 | ||||||
|
|
|
|
|||||
Share-based compensation expense included in operating expenses |
8,555 | 7,471 | ||||||
|
|
|
|
|||||
Total share-based compensation expense |
9,715 | 8,462 | ||||||
Income tax benefit |
(2,389) | (1,895) | ||||||
|
|
|
|
|||||
Share-based compensation expense, net of income tax |
$ | 7,326 | $ | 6,567 | ||||
|
|
|
|
As of June 30, 2011 and 2010, $0.9 million and $0.8 million of share-based compensation cost was capitalized to inventory. The following table summarizes total share-based compensation cost not yet recognized and the number of months over which such cost is expected to be recognized, on a weighted-average basis by type of grant (in thousands, except number of months):
June 30, 2011 | ||||||||
Compensation Cost Not Yet Recognized |
Months of Future Recognition |
|||||||
Non-vested stock options |
$ | 20,160 | 23 | |||||
Time-based RSUs |
23,994 | 39 | ||||||
Performance-based RSUs |
16,323 | 33 | ||||||
|
|
|||||||
Total compensation cost not yet recognized |
$ | 60,477 | ||||||
|
|
A summary of the Company's stock option activity for the three months ended June 30, 2011 and 2010 is as follows (in thousands, except per share data; exercise prices are weighted averages):
Three Months ended June 30, | ||||||||||||||||
2011 | 2010 | |||||||||||||||
Number | Exercise Price |
Number | Exercise Price |
|||||||||||||
Options outstanding, beginning of period |
16,312 | $ | 19 | 20,037 | $ | 18 | ||||||||||
Granted |
- | $ | - | 186 | $ | 15 | ||||||||||
Exercised |
(74) | $ | 8 | (533) | $ | 10 | ||||||||||
Cancelled or expired |
(599) | $ | 22 | (451) | $ | 21 | ||||||||||
|
|
|
|
|||||||||||||
Options outstanding, end of period |
15,639 | $ | 20 | 19,239 | $ | 18 | ||||||||||
|
|
|
|
|||||||||||||
Options exercisable, end of period |
11,446 | $ | 20 | 11,496 | $ | 17 | ||||||||||
|
|
|
|
The total pretax intrinsic value of options exercised during the three months ended June 30, 2011 and 2010 was $0.3 million and $3.4 million and the tax benefit realized for the tax deduction from options exercised during those periods was $0.1 million and $0.8 million. The total fair value of options vested as of June 30, 2011 and 2010 was $74.9 million and $74.3 million.
The fair value of employee stock options granted and shares purchased under the Company's employee purchase plans was estimated using the Black-Scholes-Merton option-pricing valuation model applying the following assumptions and values. There were no stock options granted in the three months ended June 30, 2011.
Three Months Ended June 30, | ||||||||||||||||
|
|
|||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
|
|
|
|
|||||||||||||
Purchase Plans | Stock Option Plans | |||||||||||||||
|
|
|
|
|||||||||||||
Dividend yield |
0% | 0% | n/a | 0% | ||||||||||||
Expected life |
6 months | 6 months | n/a | 4.0 years | ||||||||||||
Expected volatility |
33% | 34% | n/a | 48% | ||||||||||||
Risk-free interest rate |
0.17% | 0.15% | n/a | 1.80% |
The dividend yield assumption is based on the Company's history and future expectations of dividend payouts. The Company has not paid dividends since 1996. The expected option life represents the weighted-average period the stock options or purchase offerings are expected to remain outstanding. The expected life is based on historical settlement rates, which the Company believes are most representative of future exercise and post-vesting termination behaviors. Expected share price volatility is based on historical volatility using daily prices over the term of the options or purchase offerings. The Company considers historical share price volatility as most representative of future volatility. The risk-free interest rate assumptions are based upon the implied yield of U.S. Treasury zero-coupon issues appropriate for the term of the Company's stock options or purchase offerings.
The Company estimates option forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records share-based compensation expense only for those awards that are expected to vest.
The following table presents the weighted average grant-date fair values of options granted and the expected forfeiture rates. There were no stock options granted in the three months ended June 30, 2011.
Three Months Ended June 30, | ||||||||||||||||
|
|
|||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
|
|
|
|
|||||||||||||
Purchase Plans | Stock Option Plans | |||||||||||||||
|
|
|
|
|||||||||||||
Weighted average grant-date fair value of options granted |
$ | 4.69 | $ | 4.18 | n/a | $ | 5.82 | |||||||||
Expected forfeitures |
0% | 0% | n/a | 9% |
A summary of the Company's time- and performance-based RSU activity for the three months ended June 30, 2011 and 2010 is as follows (in thousands, except per share values; grant-date fair values are weighted averages):
Three Months ended June 30, | ||||||||||||||||
|
|
|||||||||||||||
2011 | 2010 | |||||||||||||||
|
|
|
|
|||||||||||||
Grant | Grant | |||||||||||||||
Date Fair | Date Fair | |||||||||||||||
Number | Value | Number | Value | |||||||||||||
RSUs outstanding, beginning of period |
2,370 | $ | 21 | 514 | $ | 17 | ||||||||||
Granted |
714 | $ | 13 | - | $ | - | ||||||||||
Vested |
(50) | $ | 13 | (78) | $ | 11 | ||||||||||
Cancelled or expired |
(155) | $ | 19 | (6) | $ | 14 | ||||||||||
|
|
|
|
|||||||||||||
RSUs outstanding, end of period |
2,879 | $ | 20 | 430 | $ | 18 | ||||||||||
|
|
|
|
The total fair value of RSUs vested during the three months ended June 30, 2011 and 2010 was $0.7 million and $0.9 million and the tax benefit realized for the tax deduction from RSUs vested during these periods was$0.2 million and $0.2 million.
The Company estimates the fair value of time-based RSUs based on the share market price on the date of grant. The fair value of performance-based RSUs is estimated using the Monte-Carlo simulation method applying the following assumptions:
FY 2012 | FY 2011 | FY 2010 | FY 2009 | |||||||||||||
Grants | Grants | Grants | Grants | |||||||||||||
Dividend yield |
0% | 0% | 0% | 0% | ||||||||||||
Expected life |
3 years | 3 years | 2 years | 2 years | ||||||||||||
Expected volatility |
51% | 51% | 58% | 41% | ||||||||||||
Risk-free interest rate |
1.35% | 0.81% | 1.11% | 1.82% |
The dividend yield assumption is based on the Company's history and future expectations of dividend payouts. The expected life of the performance-based RSUs is the service period at the end of which the RSUs will vest if the performance conditions are satisfied. The volatility assumption is based on the actual volatility of Logitech's daily closing share price over a look-back period equal to the years of expected life. The risk free interest rate is derived from the yield on U.S. Treasury Bonds for a term of the same number of years as the expected life.
Defined Contribution Plans
Certain of the Company's subsidiaries have defined contribution employee benefit plans covering all or a portion of their employees. Contributions to these plans are discretionary for certain plans and are based on specified or statutory requirements for others. The charges to expense for these plans for the three months ended June 30, 2011 and 2010 were $3.1 million and $2.1 million.
Defined Benefit Plans
Certain of the Company's subsidiaries sponsor defined benefit pension plans or non-retirement post-employment benefits covering substantially all of their employees. Benefits are provided based on employees' years of service and earnings, or in accordance with applicable employee benefit regulations. The Company's practice is to fund amounts sufficient to meet the requirements set forth in the applicable employee benefit and tax regulations.
The net periodic benefit cost for defined benefit pension plans and non-retirement post-employment benefit obligations for the three months ended June 30, 2011 and 2010 was as follows (in thousands):
Three months ended June 30, |
||||||||
2011 | 2010 | |||||||
Service cost |
$ | 1,295 | $ | 1,019 | ||||
Interest cost |
505 | 402 | ||||||
Expected return on plan assets |
(418) | (415) | ||||||
Amortization of net transition obligation |
1 | 1 | ||||||
Amortization of net prior service cost |
39 | 36 | ||||||
Recognized net actuarial loss |
100 | 87 | ||||||
|
|
|
|
|||||
Net periodic benefit cost |
$ | 1,522 | $ | 1,130 | ||||
|
|
|
|
|
Note 5 — Income Taxes
The Company is incorporated in Switzerland but operates in various countries with differing tax laws and rates. Further, a portion of the Company's income before taxes and the provision for income taxes are generated outside of Switzerland.
The income tax benefit for the three months ended June 30, 2011 and 2010 was $9.5 million and $5.4 million based on effective income tax rates of 24.4% of pre-tax loss and 38.3% of pre-tax income. The change in the effective income tax rate for the three months ended June 30, 2011 compared with the three months ended June 30, 2010 is primarily due to the mix of income and losses in the various tax jurisdictions in which the Company operates, and a discrete tax benefit of $7.2 million in the three months ended June 30, 2010 from the closure of income tax audits in certain jurisdictions.
Current deferred tax assets increased from $27.0 million as of March 31, 2011 to $51.8 million as of June 30, 2011. Approximately $12.0 million of the increase relates to the reclassification of deferred tax assets from non-current to current, primarily due to the valuation adjustment to cost of goods sold for the planned price reduction on Logitech Revue and related peripherals. The remaining increase is primarily due to the tax benefit from operating losses generated in the three month period ended June 30, 2011.
As of June 30 and March 31, 2011, the total amount of unrecognized tax benefits and related accrued interest and penalties due to uncertain tax positions was $137.7 million and $138.1 million, of which $117.0 million and $118.2 million would affect the effective income tax rate if recognized. The decline in the income tax liability associated with uncertain tax benefits is primarily due to the expiration of statutes of limitations, offset by the impact of foreign currency exchange rates and the accrual of interest expense.
The Company continues to recognize interest and penalties related to unrecognized tax positions in income tax expense. As of June 30, 2011, accrued interest and penalties related to uncertain tax positions increased to $8.1 million from $8.0 million as of March 31, 2011.
The Company files Swiss and foreign tax returns. For all these tax returns, the Company is generally not subject to tax examinations for years prior to 1999. During the third quarter of fiscal year 2011, the U.S. Internal Revenue Service expanded its examination of the Company's U.S. subsidiary to include fiscal years 2008 and 2009 in addition to fiscal years 2006 and 2007. The Company is also under examination in other tax jurisdictions. At this time it is not possible to estimate the potential impact that these examinations may have on income tax expense. If the examinations are resolved unfavorably, there is a possibility they may have a material impact on our results of operations.
Although the Company has adequately provided for uncertain tax positions, the provisions on these positions may change as revised estimates are made or the underlying matters are settled or otherwise resolved. Although the timing of the resolution or closure on audits is highly uncertain, the Company does not believe it is reasonably possible that the unrecognized tax benefits would materially change in the next twelve months.
|
Note 6 — Balance Sheet Components
The following table provides the components of certain balance sheet asset amounts as of June 30 and March 31, 2011 (in thousands):
June 30, 2011 |
March 31, 2011 |
|||||||
Accounts receivable: |
||||||||
Accounts receivable |
$ | 402,959 | $ | 435,331 | ||||
Allowance for doubtful accounts |
(4,036) | (4,086) | ||||||
Allowance for returns |
(25,972) | (29,666) | ||||||
Cooperative marketing arrangements |
(24,997) | (28,669) | ||||||
Customer incentive programs |
(48,690) | (52,358) | ||||||
Pricing programs |
(57,808) | (62,258) | ||||||
|
|
|
|
|||||
$ | 241,456 | $ | 258,294 | |||||
|
|
|
|
|||||
Inventories: |
||||||||
Raw materials |
$ | 45,734 | $ | 37,126 | ||||
Work-in-process |
12 | 3 | ||||||
Finished goods |
271,802 | 243,685 | ||||||
|
|
|
|
|||||
$ | 317,548 | $ | 280,814 | |||||
|
|
|
|
|||||
Other current assets: |
||||||||
Tax and VAT refund receivables |
$ | 18,514 | $ | 17,810 | ||||
Deferred taxes |
51,812 | 27,018 | ||||||
Prepaid expenses and other |
19,791 | 14,519 | ||||||
|
|
|
|
|||||
$ | 90,117 | $ | 59,347 | |||||
|
|
|
|
|||||
Property, plant and equipment: |
||||||||
Plant, buildings and improvements |
$ | 54,254 | $ | 52,681 | ||||
Equipment |
144,064 | 137,248 | ||||||
Computer equipment |
62,286 | 60,344 | ||||||
Computer software |
86,221 | 85,338 | ||||||
|
|
|
|
|||||
346,825 | 335,611 | |||||||
Less: accumulated depreciation |
(275,806) | (260,283) | ||||||
|
|
|
|
|||||
71,019 | 75,328 | |||||||
Construction-in-progress |
7,322 | 5,974 | ||||||
Land |
2,895 | 2,858 | ||||||
|
|
|
|
|||||
$ | 81,236 | $ | 84,160 | |||||
|
|
|
|
|||||
Other assets: |
||||||||
Deferred taxes |
$ | 45,997 | $ | 55,897 | ||||
Trading investments |
13,784 | 13,113 | ||||||
Deposits and other |
11,402 | 10,200 | ||||||
|
|
|
|
|||||
$ | 71,183 | $ | 79,210 | |||||
|
|
|
|
The following table provides the components of certain balance sheet liability amounts as of June 30 and March 31, 2011 (in thousands):
June 30, 2011 |
March 31, 2011 |
|||||||
Accrued liabilities: |
||||||||
Accrued personnel expenses |
$ | 54,015 | $ | 50,552 | ||||
Accrued marketing expenses |
29,150 | 32,599 | ||||||
Deferred revenue |
16,771 | 15,859 | ||||||
Accrued freight and duty |
11,576 | 12,497 | ||||||
Accrued royalties |
5,043 | 5,144 | ||||||
Warranty accrual |
4,633 | 4,970 | ||||||
Non-retirement post-employment benefit obligations |
3,864 | 3,563 | ||||||
Income taxes payable - current |
7,157 | 2,569 | ||||||
Other accrued liabilities |
57,165 | 44,807 | ||||||
|
|
|
|
|||||
|
$ | 189,374 | $ | 172,560 | ||||
|
|
|
|
|||||
Long-term liabilities: |
||||||||
Income taxes payable - non-current |
$ | 131,672 | $ | 131,968 | ||||
Obligation for deferred compensation |
13,837 | 13,076 | ||||||
Defined benefit pension plan liability |
28,068 | 26,645 | ||||||
Other long-term liabilities |
15,482 | 14,146 | ||||||
|
|
|
|
|||||
|
$ | 189,059 | $ | 185,835 | ||||
|
|
|
|
Inventories are stated at the lower of cost or market. Inventory as of June 30, 2011 includes a reserve of $22.2 million to reflect the lower of cost or market on our inventory of Logitech Revue and related peripherals on hand. Other accrued liabilities include $15.9 million to reflect the lower of cost or market on the inventory of Logitech Revue and related peripherals at our suppliers. In the three months ended June 30, 2011, $34.1 million of this valuation adjustment was charged to cost of goods sold, as the result of management's decision in early July 2011 to reduce the future retail price of Logitech Revue from $249 to $99. The goal of the reduction in retail price is to accelerate adoption of the Google TV platform, which has not met widespread U.S. consumer acceptance, resulting in sales of Logitech Revue and related products significantly below management's expectations from the launch date through June 30, 2011.
The following table presents the changes in the allowance for doubtful accounts during the three months ended June 30, 2011 and 2010 (in thousands):
June 30, | ||||||||
2011 | 2010 | |||||||
|
||||||||
Allowance for doubtful accounts, beginning of period |
$ | (4,086) | $ | (5,870) | ||||
Bad debt expense |
401 | (422) | ||||||
Write-offs net of recoveries |
(351) | 597 | ||||||
|
|
|
|
|||||
Allowance for doubtful accounts, end of period |
$ | (4,036) | $ | (5,695) | ||||
|
|
|
|
|
Note 7 — Financial Instruments
Fair Value Measurements
The Company considers fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company utilizes the following three-level fair value hierarchy to establish the priorities of the inputs used to measure fair value:
|
Level 1 – Quoted prices in active markets for identical assets or liabilities. |
|
Level 2 – Observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
|
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
The following table presents the Company's financial assets and liabilities that were accounted for at fair value, classified by the level within the fair value hierarchy (in thousands):
June 30, 2011 | March 31, 2011 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
|
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 476,367 | $ | - | $ | - | $ | 477,931 | $ | - | $ | - | ||||||||||||
Trading investments |
13,784 | - | - | 13,113 | - | - | ||||||||||||||||||
Available-for-sale securities |
- | - | 1,695 | - | - | 1,695 | ||||||||||||||||||
Foreign exchange derivative assets |
177 | - | - | 566 | - | - | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total assets at fair value |
$ | 490,328 | $ | - | $ | 1,695 | $ | 491,610 | $ | - | $ | 1,695 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Foreign exchange derivative liabilities |
$ | 1,024 | $ | - | $ | - | $ | 1,881 | $ | - | $ | - | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities at fair value |
$ | 1,024 | $ | - | $ | - | $ | 1,881 | $ | - | $ | - | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
Cash and cash equivalents consist of bank demand deposits and time deposits. The time deposits have original maturities of less than 31 days. Cash and cash equivalents are carried at cost, which is equivalent to fair value.
Investment Securities
The Company's investment securities portfolio consists of marketable securities related to a deferred compensation plan and auction rate securities collateralized by residential and commercial mortgages.
The marketable securities are classified as non-current trading investments and do not have maturity dates. These securities are recorded at a fair value of $13.8 million and $13.1 million at June 30 and March 31, 2011, based on quoted market prices. Quoted market prices are observable inputs that are classified as Level 1 within the fair value hierarchy. Earnings, gains and losses on trading investments are included in other income (expense), net, and primarily relate to trading securities held at June 30, 2011.
The auction rate securities are classified as non-current available-for-sale investments and have maturity dates in excess of 10 years. Interest rates on these securities were intended to reset through an auction every 28 days, however auctions for these securities have failed since August 2007. Four of the securities with par value of $32.2 million and estimated fair value of $0.9 million have experienced events of default and have declared acceleration. The Company does not expect to realize the proceeds, if any, from these securities until a future auction of these securities is successful or a buyer is found outside of the auction process. These securities have a par value and original cost of $47.5 million, and are recorded at an estimated fair value of $1.7 million at June 30 and March 31, 2011. The estimated fair value was determined by estimating future cash flows through time according to each security's terms, including periodic consideration of overcollateralization and interest coverage tests, and incorporating estimates of default rate, loss severity, prepayment, and delinquency assumptions when available, for the underlying assets in the securities based on representative indices and various research reports. The estimated coupon and principal payments were discounted at the rate of return required by investors, based on the characteristics of each security as calculated from the indices. Such valuation methods fall within Level 3 of the fair value hierarchy. Declines in fair value of the auction rate securities are deemed other-than-temporary and are included in other income (expense), net. Increases in fair value are considered temporary and are included in accumulated other comprehensive loss.
Derivative Financial Instruments
The following table presents the fair values of the Company's derivative instruments and their locations on the Balance Sheet as of June 30 and March 31, 2011 (in thousands):
Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||||||
Location | June 30, 2011 |
March 31, 2011 |
Location | June 30, 2011 |
March 31, 2011 |
|||||||||||||||||||
|
||||||||||||||||||||||||
Derivatives designated as hedging instruments: |
||||||||||||||||||||||||
Cash Flow Hedges |
Other assets | $ | - | $ | - | Other liabilities | $ | 1,015 | $ | 1,763 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
- | - | 1,015 | 1,763 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
|
||||||||||||||||||||||||
Derivatives not designated as hedging instruments: |
||||||||||||||||||||||||
Foreign Exchange Forward Contracts |
Other assets | 133 | 486 | Other liabilities | - | - | ||||||||||||||||||
Foreign Exchange Swap Contracts |
Other assets | 44 | 80 | Other liabilities | 9 | 118 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
|
177 | 566 | 9 | 118 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
|
$ | 177 | $ | 566 | $ | 1,024 | $ | 1,881 | ||||||||||||||||
|
|
|
|
|
|
|
|
The following table presents the amounts of gains and losses on the Company's derivative instruments for the three months ended June 30, 2011 and their locations on its Financial Statements (in thousands):
Net amount of gain (loss) deferred as a component of accumulated other comprehensive loss |
Location of gain (loss) reclassified from accumulated other comprehensive loss into income |
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income |
Location of gain (loss) recognized in income immediately |
Amount of gain (loss) recognized in income immediately |
||||||||||||||||
|
||||||||||||||||||||
Derivatives designated as hedging instruments: |
||||||||||||||||||||
Cash Flow Hedges |
$ | 682 | Cost of goods sold | $ | 2,478 | Other income/expense | $ | (97) | ||||||||||||
|
|
|
|
|
|
|||||||||||||||
682 | 2,478 | (97) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
|
||||||||||||||||||||
Derivatives not designated as hedging instruments: |
||||||||||||||||||||
Foreign Exchange Forward Contracts |
- | - | Other income/expense | (52) | ||||||||||||||||
Foreign Exchange Swap Contracts |
- | - | Other income/expense | (217) | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
- | - | (269) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
$ | 682 | $ | 2,478 | $ | (366) | |||||||||||||||
|
|
|
|
|
|
The following table presents the amounts of gains and losses on the Company's derivative instruments for the three months ended June 30, 2010 and their locations on its Financial Statements (in thousands):
Net amount of gain (loss) deferred as a component of accumulated other comprehensive loss |
Location of gain (loss) reclassified from accumulated other comprehensive loss into income |
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income |
Location of gain (loss) recognized in income immediately |
Amount of gain (loss) recognized in income immediately |
||||||||||||||
Derivatives designated as hedging instruments: |
||||||||||||||||||
Cash Flow Hedges |
$ | (986) | Cost of goods sold | $ | (1,375) | Other income/expense | $ | 46 | ||||||||||
|
|
|
|
|
|
|||||||||||||
(986) | (1,375) | 46 | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||
Derivatives not designated as hedging instruments: |
||||||||||||||||||
Foreign Exchange Forward Contracts |
- | - | Other income/expense | (507) | ||||||||||||||
Foreign Exchange Swap Contracts |
- | - | Other income/expense | (918) | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
- | - | (1,425) | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||
$ | (986) | $ | (1,375) | $ | (1,379) | |||||||||||||
|
|
|
|
|
|
Cash Flow Hedges
The Company enters into foreign exchange forward contracts to hedge against exposure to changes in foreign currency exchange rates related to its subsidiaries' forecasted inventory purchases. The primary risk managed by using derivative instruments is the foreign currency exchange rate risk. The Company has designated these derivatives as cash flow hedges. Logitech does not use derivative financial instruments for trading or speculative purposes. These hedging contracts generally mature within three months, and are denominated in the same currency as the underlying transactions. Gains and losses in the fair value of the effective portion of the hedges are deferred as a component of accumulated other comprehensive loss until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold. The Company assesses the effectiveness of the hedges by comparing changes in the spot rate of the currency underlying the forward contract with changes in the spot rate of the currency in which the forecasted transaction will be consummated. If the underlying transaction being hedged fails to occur or if a portion of the hedge does not generate offsetting changes in the foreign currency exposure of forecasted inventory purchases, the Company immediately recognizes the gain or loss on the associated financial instrument in other income (expense). Such losses were immaterial during the three months ended June 30, 2011 and 2010. Cash flows from such hedges are classified as operating activities in the consolidated statements of cash flows. The notional amounts of foreign exchange forward contracts outstanding related to forecasted inventory purchases at June 30, 2011 and 2010 were $66.3 million (€45.8 million) and $72.7 million (€57.9 million). The notional amount represents the future cash flows under contracts to purchase foreign currencies.
Other Derivatives
The Company enters into foreign exchange forward contracts to reduce the short-term effects of foreign currency fluctuations on certain foreign currency receivables or payables. These forward contracts generally mature within three months. The Company may also enter into foreign exchange swap contracts to economically extend the terms of its foreign exchange forward contracts. The primary risk managed by using forward and swap contracts is the foreign currency exchange rate risk. The gains or losses on foreign exchange forward contracts are recognized in earnings based on the changes in fair value.
The notional amounts of foreign exchange forward contracts outstanding at June 30, 2011 and 2010 relating to foreign currency receivables or payables were $8.9 million and $7.3 million. Open forward contracts as of June 30, 2011 consisted of contracts in British pounds to purchase euros at a future date at a pre-determined exchange rate. The notional amounts of foreign exchange swap contracts outstanding at June 30, 2011 and 2010 were $14.6 million and $37.7 million. Swap contracts outstanding at June 30, 2011 consisted of contracts in Mexican pesos and Japanese yen.
The fair value of all our foreign exchange forward contracts and foreign exchange swap contracts is determined based on quoted foreign exchange forward rates. Quoted foreign exchange forward rates are observable inputs that are classified as Level 1 within the fair value hierarchy.
|
Note 8 —Other Intangible Assets
The Company's acquired other intangible assets subject to amortization were as follows (in thousands):
June 30, 2011 | March 31, 2011 | |||||||||||||||||||||||
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
|||||||||||||||||||
|
||||||||||||||||||||||||
Trademark/tradename |
$ | 31,972 | $ | (24,045) | $ | 7,927 | $ | 31,907 | $ | (23,290) | $ | 8,617 | ||||||||||||
Technology |
88,068 | (49,983) | 38,085 | 88,068 | (45,686) | 42,382 | ||||||||||||||||||
Customer contracts |
38,537 | (16,563) | 21,974 | 38,537 | (14,920) | 23,617 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
$ | 158,577 | $ | (90,591) | $ | 67,986 | $ | 158,512 | $ | (83,896) | $ | 74,616 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
During the three months ended June 30, 2011, changes in the gross carrying value of other intangible assets related to foreign currency translation adjustments.
For the three months ended June 30, 2011 and 2010, amortization expense for other intangible assets was $6.6 million and $6.9 million. The Company expects that amortization expense for the nine-month period ending March 31, 2012 will be $19.4 million, and annual amortization expense for fiscal years 2013, 2014 and 2015 will be $23.1 million, $16.9 million, and $8.2 million, and $0.4 million thereafter.
|
Note 9 — Financing Arrangements
The Company had several uncommitted, unsecured bank lines of credit aggregating $150.3 million at June 30, 2011. There are no financial covenants under these lines of credit with which the Company must comply. At June 30, 2011, the Company had no outstanding borrowings under these lines of credit.
|
Note 10 — Commitments and Contingencies
Operating Leases
The Company leases facilities under operating leases, certain of which require it to pay property taxes, insurance and maintenance costs. Operating leases for facilities are generally renewable at the Company's option and usually include escalation clauses linked to inflation. Total future minimum annual rentals under non-cancelable operating leases at June 30, 2011 amounted to $103.0 million. The increase in future minimum annual rentals as of June 30, 2011 compared with March 31, 2011 was due to approximately $35 million related to new facilities for our Americas operations in Northern California, and approximately $13 million for an expansion of our LifeSize headquarters in Austin, Texas.
In connection with its leased facilities, the Company has recognized a liability for asset retirement obligations representing the present value of estimated remediation costs to be incurred at lease expiration. The following table describes changes to the Company's asset retirement obligation liability for the three months ended June 30, 2011 and 2010 (in thousands):
June 30, | ||||||||
2011 | 2010 | |||||||
|
||||||||
Asset retirement obligations, beginning of period |
$ | 1,636 | $ | 1,374 | ||||
Liabilities incurred |
- | 45 | ||||||
Liabilities settled |
(17) | (117) | ||||||
Accretion expense |
19 | 16 | ||||||
Foreign currency translation |
32 | (33) | ||||||
|
|
|
|
|||||
Asset retirement obligations, end of period |
$ | 1,670 | $ | 1,285 | ||||
|
|
|
|
Product Warranties
Certain of the Company's products are covered by warranty to be free from defects in material and workmanship for periods ranging from one year to five years. At the time of sale, the Company accrues a warranty liability for estimated costs to provide products, parts or services to repair or replace products in satisfaction of the warranty obligation. The Company's estimate of costs to fulfill its warranty obligations is based on historical experience and expectations of future conditions. When the Company experiences changes in warranty claim activity or costs associated with fulfilling those claims, the warranty liability is adjusted accordingly. Changes in the Company's warranty liability for the three months ended June 30, 2011 and 2010 were as follows (in thousands):
June 30, | ||||||||
2011 | 2010 | |||||||
|
||||||||
Warranty liability, beginning of period |
$ | 4,970 | $ | 3,002 | ||||
Provision for warranties issued during the period |
4,421 | 5,329 | ||||||
Settlements made during the period |
(4,758) | (4,586) | ||||||
|
|
|
|
|||||
Warranty liability, end of period |
$ | 4,633 | $ | 3,745 | ||||
|
|
|
|
Purchase Commitments
At June 30, 2011, the Company had the following outstanding purchase commitments:
June 30, 2011 | ||||
|
||||
Inventory purchases |
$ | 155,298 | ||
Operating expenses |
62,196 | |||
Capital expenditures |
13,858 | |||
|
|
|||
Total purchase commitments |
$ | 231,352 | ||
|
|
Commitments for inventory purchases are made in the normal course of business to original design manufacturers, contract manufacturers and other suppliers and are expected to be fulfilled by September 2011. Operating expense commitments are for consulting services, marketing arrangements, advertising, outsourced customer services, information technology maintenance and support services, and other services. Fixed purchase commitments for capital expenditures primarily related to commitments for manufacturing equipment and tooling. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to reschedule and adjust its requirements based on the business needs prior to delivery of goods or performance of services.
Guarantees
The Company has guaranteed the purchase obligations of some of its contract manufacturers and original design manufacturers to certain component suppliers. These guarantees generally have a term of one year and are automatically extended for one or more years as long as a liability exists. The amount of the purchase obligations of these manufacturers varies over time, and therefore the amounts subject to Logitech's guarantees similarly vary. At June 30, 2011, there were no outstanding guaranteed purchase obligations. The maximum potential future payments under two of the three guarantee arrangements is limited to $30.0 million. The third guarantee is limited to purchases of specified components from the named suppliers. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under these guarantee arrangements.
Logitech International S.A., the parent holding company, has guaranteed certain contingent liabilities of various subsidiaries related to specific transactions occurring in the normal course of business. The maximum amount of the guarantees was $54.3 million as of June 30, 2011. As of June 30, 2011, $9.8 million was outstanding under these guarantees. The parent holding company has also guaranteed the purchases of one of its subsidiaries under three guarantee agreements. Two of these guarantees do not specify a maximum amount. The third guarantee is limited to $7.0 million. As of June 30, 2011, $5.4 million was outstanding under these guarantees.
Indemnifications
Logitech indemnifies some of its suppliers and customers for losses arising from matters such as intellectual property rights and product safety defects, subject to certain restrictions. The scope of these indemnities varies, but in some instances, includes indemnification for damages and expenses, including reasonable attorneys' fees. No amounts have been accrued for indemnification provisions at June 30, 2011. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under its indemnification arrangements.
Letters of Credit
Logitech provides various third parties with irrevocable letters of credit in the normal course of business to secure its obligations to pay or perform pursuant to the requirements of an underlying agreement or the provision of goods and services. These standby letters of credit are cancelable only at the option of the beneficiary who is authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms. At June 30, 2011, the Company had $0.6 million of letters of credit in place, of which $0.1 million was outstanding. These letters of credit relate primarily to equipment purchases by a subsidiary in China, and expire between July and December 2011.
Legal Proceedings
On May 23, 2011, a class action complaint was filed against Logitech and certain of its officers. This action was filed in the United States District Court for the Southern District of New York on behalf of individuals who purchased Logitech shares between October 28, 2010 and April 1, 2011. The action was transferred to the United States District Court for the Northern District of California on July 28, 2011. The complaint relates to Logitech's disclosure on March 31, 2011 that its results for fiscal year 2011 would fall below expectations and seeks unspecified monetary damages and other relief against the defendants.
On July 15, 2011, a complaint was filed against Logitech and two of its subsidiaries in the United States District Court for the Central District of California by Universal Electronics, Inc. (UEI). The complaint alleges that Logitech's Harmony remotes, Logitech Revue for Google TV and other products for the digital home infringe one or more of the seventeen UEI patents asserted in the action, and seeks unspecified monetary damages and other relief against the defendants.
In addition, the Company is involved in a number of lawsuits and claims relating to commercial matters that arise in the normal course of business.
The Company believes these lawsuits and claims are without merit and intends to vigorously defend against them. However, there can be no assurances that its defenses will be successful, or that any judgment or settlement in any of these lawsuits would not have a material adverse impact on the Company's business, financial condition, cash flows and results of operations. The Company's accruals for lawsuits and claims as of June 30, 2011 were not material.
|
Note 12 — Segment Information
Net sales by product family, excluding intercompany transactions, were as follows (in thousands):
Three months ended June 30, |
||||||||
2011 | 2010 | |||||||
Retail - Pointing Devices |
$ 132,062 | $ 131,846 | ||||||
Retail - Keyboards & Desktops |
94,596 | 75,281 | ||||||
Retail - Audio |
81,565 | 95,646 | ||||||
Retail - Video |
49,845 | 47,057 | ||||||
Retail - Gaming |
23,392 | 15,451 | ||||||
Retail - Digital Home |
13,316 | 28,586 | ||||||
OEM |
49,178 | 58,335 | ||||||
|
|
|
|
|||||
Peripherals |
443,954 | 452,202 | ||||||
LifeSize |
36,487 | 27,128 | ||||||
|
|
|
|
|||||
Total net sales |
$ 480,441 | $ 479,330 | ||||||
|
|
|
|
The Company has two operating segments, peripherals and video conferencing, based on product markets and internal organizational structure. The peripherals segment encompasses the design, manufacturing and marketing of peripherals for PCs (personal computers), tablets and other digital platforms. The video conferencing segment consists of the LifeSize division, and encompasses the design, manufacturing and marketing of LifeSize video conferencing products, infrastructure and services for the enterprise, public sector and other business markets. The Company's operating segments do not record revenue on sales between segments, as such sales are not material.
Operating performance measures for the peripherals segment and the video conferencing segment are reported separately to Logitech's Chief Executive Officer, who is considered to be the Company's chief operating decision maker. These operating performance measures do not include share-based compensation expense, amortization of intangible assets, and assets by operating segment. Share-based compensation expense and amortization of intangible assets are presented in the following financial information by operating segment as "all other." Long-lived assets are presented by geographic region. Net sales, operating income and depreciation and amortization for the Company's operating segments were as follows (in thousands):
Three months ended June 30, | ||||||||
2011 | 2010 | |||||||
Net sales by operating segment |
||||||||
Peripherals |
$ | 443,954 | $ | 452,202 | ||||
Video Conferencing |
36,487 | 27,128 | ||||||
|
|
|
|
|||||
Total net sales |
$ | 480,441 | $ | 479,330 | ||||
|
|
|
|
|||||
Operating income (loss) by segment |
||||||||
Peripherals |
$ | (26,879) | $ | 28,550 | ||||
Video Conferencing |
(1,808) | (1,374) | ||||||
All other |
(16,345) | (15,373) | ||||||
|
|
|
|
|||||
Total operating income (loss) |
$ | (45,032) | $ | 11,803 | ||||
|
|
|
|
|||||
Depreciation and amortization by segment |
||||||||
Peripherals |
$ | 15,017 | $ | 14,270 | ||||
Video Conferencing |
4,785 | 4,979 | ||||||
|
|
|
|
|||||
Total depreciation and amortization |
$ | 19,802 | $ | 19,249 | ||||
|
|
|
|
Geographic net sales information in the table below is based on the location of the selling entity. Long-lived assets, primarily fixed assets, are reported below based on the location of the asset.
Net sales to unaffiliated customers by geographic region were as follows (in thousands):
Three months ended June 30, |
||||||||
2011 | 2010 | |||||||
Americas |
$ | 225,989 | $ | 221,966 | ||||
EMEA |
130,883 | 154,629 | ||||||
Asia Pacific |
123,569 | 102,735 | ||||||
|
|
|
|
|||||
Total net sales |
$ | 480,441 | $ | 479,330 | ||||
|
|
|
|
The United States and China each represented more than 10% of the Company's total consolidated net sales for the three months ended June 30, 2011. No single country other than the United States represented more than 10% of the Company's total consolidated net sales for the three months ended June 30, 2010. One customer represented 10% and 13% of net sales in the three months ended June 30, 2011 and 2010.
Long-lived assets by geographic region were as follows (in thousands):
June 30, 2011 |
March 31, 2011 |
|||||||
Americas |
$ | 32,860 | $ | 34,587 | ||||
EMEA |
10,093 | 9,774 | ||||||
Asia Pacific |
43,858 | 45,272 | ||||||
|
|
|
|
|||||
Total long-lived assets |
$ | 86,811 | $ | 89,633 | ||||
|
|
|
|
Long-lived assets in China and the United States each represented more than 10% of the Company's total consolidated long-lived assets at June 30 and March 31, 2011.
|
Note 13 — Subsequent Events
On July 18, 2011, the Company acquired Mirial S.r.l. con socio unico, a Milan-based privately-held provider of personal and mobile video conferencing solutions, for a total consideration of $18.7 million (€13.2 million). Mirial will be integrated into the LifeSize division, and we expect that its technology will be used to enhance video connection capabilities on a variety of mobile devices and networks.
On July 27, 2011, Gerald Quindlen stepped down as President and Chief Executive Officer and resigned from the Board of Directors. Guerrino De Luca, Chairman of the Board, was appointed Acting President and Chief Executive Officer effective July 27, 2011. Under the terms of Mr. Quindlen's employment agreement, subject to his execution of a general release of claims, and that release becoming irrevocable, Mr. Quindlen will be entitled to receive an amount equal to his current annual base salary plus his current annual targeted bonus amount, which together total $1,856,250, and will be entitled to receive the continuation of health insurance benefits for up to 12 months, estimated at a total of $19,800.
|
Fiscal Year
The Company's fiscal year ends on March 31. Interim quarters are thirteen-week periods, each ending on a Friday. For purposes of presentation, the Company has indicated its quarterly periods as ending on the month end.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect reported amounts of assets, liabilities, net sales and expenses, and the disclosure of contingent assets and liabilities. Although these estimates are based on management's best knowledge of current events and actions that may impact the Company in the future, actual results could differ from those estimates.
|
Three months ended June 30, |
||||||||
2011 | 2010 | |||||||
Cost of goods sold |
$ | 1,160 | $ | 991 | ||||
|
|
|
|
|||||
Share-based compensation expense included in gross profit |
1,160 | 991 | ||||||
|
|
|
|
|||||
Operating expenses: |
||||||||
Marketing and selling |
3,517 | 3,077 | ||||||
Research and development |
1,808 | 1,776 | ||||||
General and administrative |
3,230 | 2,618 | ||||||
|
|
|
|
|||||
Share-based compensation expense included in operating expenses |
8,555 | 7,471 | ||||||
|
|
|
|
|||||
Total share-based compensation expense |
9,715 | 8,462 | ||||||
Income tax benefit |
(2,389) | (1,895) | ||||||
|
|
|
|
|||||
Share-based compensation expense, net of income tax |
$ | 7,326 | $ | 6,567 | ||||
|
|
|
|
June 30, 2011 | ||||||||
Compensation Cost Not Yet Recognized |
Months of Future Recognition |
|||||||
Non-vested stock options |
$ | 20,160 | 23 | |||||
Time-based RSUs |
23,994 | 39 | ||||||
Performance-based RSUs |
16,323 | 33 | ||||||
|
|
|||||||
Total compensation cost not yet recognized |
$ | 60,477 | ||||||
|
|
Three Months ended June 30, | ||||||||||||||||
2011 | 2010 | |||||||||||||||
Number | Exercise Price |
Number | Exercise Price |
|||||||||||||
Options outstanding, beginning of period |
16,312 | $ | 19 | 20,037 | $ | 18 | ||||||||||
Granted |
- | $ | - | 186 | $ | 15 | ||||||||||
Exercised |
(74) | $ | 8 | (533) | $ | 10 | ||||||||||
Cancelled or expired |
(599) | $ | 22 | (451) | $ | 21 | ||||||||||
|
|
|
|
|||||||||||||
Options outstanding, end of period |
15,639 | $ | 20 | 19,239 | $ | 18 | ||||||||||
|
|
|
|
|||||||||||||
Options exercisable, end of period |
11,446 | $ | 20 | 11,496 | $ | 17 | ||||||||||
|
|
|
|
Three Months Ended June 30, | ||||||||||||||||
|
|
|||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
|
|
|
|
|||||||||||||
Purchase Plans | Stock Option Plans | |||||||||||||||
|
|
|
|
|||||||||||||
Dividend yield |
0% | 0% | n/a | 0% | ||||||||||||
Expected life |
6 months | 6 months | n/a | 4.0 years | ||||||||||||
Expected volatility |
33% | 34% | n/a | 48% | ||||||||||||
Risk-free interest rate |
0.17% | 0.15% | n/a | 1.80% |
Three Months Ended June 30, | ||||||||||||||||
|
|
|||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
|
|
|
|
|||||||||||||
Purchase Plans | Stock Option Plans | |||||||||||||||
|
|
|
|
|||||||||||||
Weighted average grant-date fair value of options granted |
$ | 4.69 | $ | 4.18 | n/a | $ | 5.82 | |||||||||
Expected forfeitures |
0% | 0% | n/a | 9% |
Three Months ended June 30, | ||||||||||||||||
|
|
|||||||||||||||
2011 | 2010 | |||||||||||||||
|
|
|
|
|||||||||||||
Grant | Grant | |||||||||||||||
Date Fair | Date Fair | |||||||||||||||
Number | Value | Number | Value | |||||||||||||
RSUs outstanding, beginning of period |
2,370 | $ | 21 | 514 | $ | 17 | ||||||||||
Granted |
714 | $ | 13 | - | $ | - | ||||||||||
Vested |
(50) | $ | 13 | (78) | $ | 11 | ||||||||||
Cancelled or expired |
(155) | $ | 19 | (6) | $ | 14 | ||||||||||
|
|
|
|
|||||||||||||
RSUs outstanding, end of period |
2,879 | $ | 20 | 430 | $ | 18 | ||||||||||
|
|
|
|
FY 2012 | FY 2011 | FY 2010 | FY 2009 | |||||||||||||
Grants | Grants | Grants | Grants | |||||||||||||
Dividend yield |
0% | 0% | 0% | 0% | ||||||||||||
Expected life |
3 years | 3 years | 2 years | 2 years | ||||||||||||
Expected volatility |
51% | 51% | 58% | 41% | ||||||||||||
Risk-free interest rate |
1.35% | 0.81% | 1.11% | 1.82% |
Three months ended June 30, |
||||||||
2011 | 2010 | |||||||
Service cost |
$ | 1,295 | $ | 1,019 | ||||
Interest cost |
505 | 402 | ||||||
Expected return on plan assets |
(418) | (415) | ||||||
Amortization of net transition obligation |
1 | 1 | ||||||
Amortization of net prior service cost |
39 | 36 | ||||||
Recognized net actuarial loss |
100 | 87 | ||||||
|
|
|
|
|||||
Net periodic benefit cost |
$ | 1,522 | $ | 1,130 | ||||
|
|
|
|
|
June 30, 2011 |
March 31, 2011 |
|||||||
Accounts receivable: |
||||||||
Accounts receivable |
$ | 402,959 | $ | 435,331 | ||||
Allowance for doubtful accounts |
(4,036) | (4,086) | ||||||
Allowance for returns |
(25,972) | (29,666) | ||||||
Cooperative marketing arrangements |
(24,997) | (28,669) | ||||||
Customer incentive programs |
(48,690) | (52,358) | ||||||
Pricing programs |
(57,808) | (62,258) | ||||||
|
|
|
|
|||||
$ | 241,456 | $ | 258,294 | |||||
|
|
|
|
|||||
Inventories: |
||||||||
Raw materials |
$ | 45,734 | $ | 37,126 | ||||
Work-in-process |
12 | 3 | ||||||
Finished goods |
271,802 | 243,685 | ||||||
|
|
|
|
|||||
$ | 317,548 | $ | 280,814 | |||||
|
|
|
|
|||||
Other current assets: |
||||||||
Tax and VAT refund receivables |
$ | 18,514 | $ | 17,810 | ||||
Deferred taxes |
51,812 | 27,018 | ||||||
Prepaid expenses and other |
19,791 | 14,519 | ||||||
|
|
|
|
|||||
$ | 90,117 | $ | 59,347 | |||||
|
|
|
|
|||||
Property, plant and equipment: |
||||||||
Plant, buildings and improvements |
$ | 54,254 | $ | 52,681 | ||||
Equipment |
144,064 | 137,248 | ||||||
Computer equipment |
62,286 | 60,344 | ||||||
Computer software |
86,221 | 85,338 | ||||||
|
|
|
|
|||||
346,825 | 335,611 | |||||||
Less: accumulated depreciation |
(275,806) | (260,283) | ||||||
|
|
|
|
|||||
71,019 | 75,328 | |||||||
Construction-in-progress |
7,322 | 5,974 | ||||||
Land |
2,895 | 2,858 | ||||||
|
|
|
|
|||||
$ | 81,236 | $ | 84,160 | |||||
|
|
|
|
|||||
Other assets: |
||||||||
Deferred taxes |
$ | 45,997 | $ | 55,897 | ||||
Trading investments |
13,784 | 13,113 | ||||||
Deposits and other |
11,402 | 10,200 | ||||||
|
|
|
|
|||||
$ | 71,183 | $ | 79,210 | |||||
|
|
|
|
June 30, 2011 |
March 31, 2011 |
|||||||
Accrued liabilities: |
||||||||
Accrued personnel expenses |
$ | 54,015 | $ | 50,552 | ||||
Accrued marketing expenses |
29,150 | 32,599 | ||||||
Deferred revenue |
16,771 | 15,859 | ||||||
Accrued freight and duty |
11,576 | 12,497 | ||||||
Accrued royalties |
5,043 | 5,144 | ||||||
Warranty accrual |
4,633 | 4,970 | ||||||
Non-retirement post-employment benefit obligations |
3,864 | 3,563 | ||||||
Income taxes payable - current |
7,157 | 2,569 | ||||||
Other accrued liabilities |
57,165 | 44,807 | ||||||
|
|
|
|
|||||
|
$ | 189,374 | $ | 172,560 | ||||
|
|
|
|
|||||
Long-term liabilities: |
||||||||
Income taxes payable - non-current |
$ | 131,672 | $ | 131,968 | ||||
Obligation for deferred compensation |
13,837 | 13,076 | ||||||
Defined benefit pension plan liability |
28,068 | 26,645 | ||||||
Other long-term liabilities |
15,482 | 14,146 | ||||||
|
|
|
|
|||||
|
$ | 189,059 | $ | 185,835 | ||||
|
|
|
|
June 30, | ||||||||
2011 | 2010 | |||||||
|
||||||||
Allowance for doubtful accounts, beginning of period |
$ | (4,086) | $ | (5,870) | ||||
Bad debt expense |
401 | (422) | ||||||
Write-offs net of recoveries |
(351) | 597 | ||||||
|
|
|
|
|||||
Allowance for doubtful accounts, end of period |
$ | (4,036) | $ | (5,695) | ||||
|
|
|
|
|
June 30, 2011 | March 31, 2011 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
|
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 476,367 | $ | - | $ | - | $ | 477,931 | $ | - | $ | - | ||||||||||||
Trading investments |
13,784 | - | - | 13,113 | - | - | ||||||||||||||||||
Available-for-sale securities |
- | - | 1,695 | - | - | 1,695 | ||||||||||||||||||
Foreign exchange derivative assets |
177 | - | - | 566 | - | - | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total assets at fair value |
$ | 490,328 | $ | - | $ | 1,695 | $ | 491,610 | $ | - | $ | 1,695 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Foreign exchange derivative liabilities |
$ | 1,024 | $ | - | $ | - | $ | 1,881 | $ | - | $ | - | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities at fair value |
$ | 1,024 | $ | - | $ | - | $ | 1,881 | $ | - | $ | - | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||||||
Location | June 30, 2011 |
March 31, 2011 |
Location | June 30, 2011 |
March 31, 2011 |
|||||||||||||||||||
|
||||||||||||||||||||||||
Derivatives designated as hedging instruments: |
||||||||||||||||||||||||
Cash Flow Hedges |
Other assets | $ | - | $ | - | Other liabilities | $ | 1,015 | $ | 1,763 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
- | - | 1,015 | 1,763 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
|
||||||||||||||||||||||||
Derivatives not designated as hedging instruments: |
||||||||||||||||||||||||
Foreign Exchange Forward Contracts |
Other assets | 133 | 486 | Other liabilities | - | - | ||||||||||||||||||
Foreign Exchange Swap Contracts |
Other assets | 44 | 80 | Other liabilities | 9 | 118 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
|
177 | 566 | 9 | 118 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
|
$ | 177 | $ | 566 | $ | 1,024 | $ | 1,881 | ||||||||||||||||
|
|
|
|
|
|
|
|
Net amount of gain (loss) deferred as a component of accumulated other comprehensive loss |
Location of gain (loss) reclassified from accumulated other comprehensive loss into income |
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income |
Location of gain (loss) recognized in income immediately |
Amount of gain (loss) recognized in income immediately |
||||||||||||||||
|
||||||||||||||||||||
Derivatives designated as hedging instruments: |
||||||||||||||||||||
Cash Flow Hedges |
$ | 682 | Cost of goods sold | $ | 2,478 | Other income/expense | $ | (97) | ||||||||||||
|
|
|
|
|
|
|||||||||||||||
682 | 2,478 | (97) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
|
||||||||||||||||||||
Derivatives not designated as hedging instruments: |
||||||||||||||||||||
Foreign Exchange Forward Contracts |
- | - | Other income/expense | (52) | ||||||||||||||||
Foreign Exchange Swap Contracts |
- | - | Other income/expense | (217) | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
- | - | (269) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
$ | 682 | $ | 2,478 | $ | (366) | |||||||||||||||
|
|
|
|
|
|
Net amount of gain (loss) deferred as a component of accumulated other comprehensive loss |
Location of gain (loss) reclassified from accumulated other comprehensive loss into income |
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income |
Location of gain (loss) recognized in income immediately |
Amount of gain (loss) recognized in income immediately |
||||||||||||||
Derivatives designated as hedging instruments: |
||||||||||||||||||
Cash Flow Hedges |
$ | (986) | Cost of goods sold | $ | (1,375) | Other income/expense | $ | 46 | ||||||||||
|
|
|
|
|
|
|||||||||||||
(986) | (1,375) | 46 | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||
Derivatives not designated as hedging instruments: |
||||||||||||||||||
Foreign Exchange Forward Contracts |
- | - | Other income/expense | (507) | ||||||||||||||
Foreign Exchange Swap Contracts |
- | - | Other income/expense | (918) | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
- | - | (1,425) | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||
$ | (986) | $ | (1,375) | $ | (1,379) | |||||||||||||
|
|
|
|
|
|
|
June 30, 2011 | March 31, 2011 | |||||||||||||||||||||||
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
|||||||||||||||||||
|
||||||||||||||||||||||||
Trademark/tradename |
$ | 31,972 | $ | (24,045) | $ | 7,927 | $ | 31,907 | $ | (23,290) | $ | 8,617 | ||||||||||||
Technology |
88,068 | (49,983) | 38,085 | 88,068 | (45,686) | 42,382 | ||||||||||||||||||
Customer contracts |
38,537 | (16,563) | 21,974 | 38,537 | (14,920) | 23,617 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
$ | 158,577 | $ | (90,591) | $ | 67,986 | $ | 158,512 | $ | (83,896) | $ | 74,616 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, | ||||||||
2011 | 2010 | |||||||
|
||||||||
Asset retirement obligations, beginning of period |
$ | 1,636 | $ | 1,374 | ||||
Liabilities incurred |
- | 45 | ||||||
Liabilities settled |
(17) | (117) | ||||||
Accretion expense |
19 | 16 | ||||||
Foreign currency translation |
32 | (33) | ||||||
|
|
|
|
|||||
Asset retirement obligations, end of period |
$ | 1,670 | $ | 1,285 | ||||
|
|
|
|
June 30, | ||||||||
2011 | 2010 | |||||||
|
||||||||
Warranty liability, beginning of period |
$ | 4,970 | $ | 3,002 | ||||
Provision for warranties issued during the period |
4,421 | 5,329 | ||||||
Settlements made during the period |
(4,758) | (4,586) | ||||||
|
|
|
|
|||||
Warranty liability, end of period |
$ | 4,633 | $ | 3,745 | ||||
|
|
|
|
June 30, 2011 | ||||
|
||||
Inventory purchases |
$ | 155,298 | ||
Operating expenses |
62,196 | |||
Capital expenditures |
13,858 | |||
|
|
|||
Total purchase commitments |
$ | 231,352 | ||
|
|
|
Three months ended June 30, | ||||||||
2011 | 2010 | |||||||
Net sales by operating segment |
||||||||
Peripherals |
$ | 443,954 | $ | 452,202 | ||||
Video Conferencing |
36,487 | 27,128 | ||||||
|
|
|
|
|||||
Total net sales |
$ | 480,441 | $ | 479,330 | ||||
|
|
|
|
|||||
Operating income (loss) by segment |
||||||||
Peripherals |
$ | (26,879) | $ | 28,550 | ||||
Video Conferencing |
(1,808) | (1,374) | ||||||
All other |
(16,345) | (15,373) | ||||||
|
|
|
|
|||||
Total operating income (loss) |
$ | (45,032) | $ | 11,803 | ||||
|
|
|
|
|||||
Depreciation and amortization by segment |
||||||||
Peripherals |
$ | 15,017 | $ | 14,270 | ||||
Video Conferencing |
4,785 | 4,979 | ||||||
|
|
|
|
|||||
Total depreciation and amortization |
$ | 19,802 | $ | 19,249 | ||||
|
|
|
|
Three months ended June 30, |
||||||||
2011 | 2010 | |||||||
Americas |
$ | 225,989 | $ | 221,966 | ||||
EMEA |
130,883 | 154,629 | ||||||
Asia Pacific |
123,569 | 102,735 | ||||||
|
|
|
|
|||||
Total net sales |
$ | 480,441 | $ | 479,330 | ||||
|
|
|
|
June 30, 2011 |
March 31, 2011 |
|||||||
Americas |
$ | 32,860 | $ | 34,587 | ||||
EMEA |
10,093 | 9,774 | ||||||
Asia Pacific |
43,858 | 45,272 | ||||||
|
|
|
|
|||||
Total long-lived assets |
$ | 86,811 | $ | 89,633 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|