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Note 1 — The Company
Logitech International S.A, together with its consolidated subsidiaries, (“Logitech” or the “Company”) develops and markets innovative hardware and software products that enable or enhance digital navigation, music and video entertainment, gaming, social networking, and audio and video communication over the Internet.
The Company has two operating segments, peripherals and video conferencing. Logitech’s peripherals segment encompasses the design, manufacturing and marketing of peripherals for personal computers (“PCs”), tablets and other digital platforms. The Company’s video conferencing segment offers scalable high-definition (“HD”) 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.
The Company sells its peripheral products to a network of distributors, retailers and original equipment manufacturers (“OEMs”). The Company sells its video conferencing products and services to distributors, value-added resellers, OEMs and, occasionally, direct enterprise customers. The large majority of its sales have historically been derived from 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, Europe, Middle East, Africa (“EMEA”) 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.
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Note 2 — Revision of Previously Issued Financial Statements
In the quarter ended June 30, 2013, the Company identified errors related to the accounting for its product warranty liability and amortization expense of certain intangible assets. The errors impacted prior reporting periods, starting prior to fiscal year 2009. While these errors were not material to any previously issued annual or quarterly consolidated financial statements, management concluded that correcting the cumulative errors, net of tax, which amounted to $19.1 million, in the quarter ended June 30, 2013 would be material to that period’s condensed consolidated financial statements and to the expected results of operations for the fiscal year ending March 31, 2014.
The Company evaluated the cumulative impact of the errors on prior periods under the guidance in Accounting Standards Codification (“ASC”) 250-10, Accounting Changes and Error Corrections, relating to Securities Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 99, Materiality. The Company also evaluated the impact of correcting the errors through an adjustment to its financial statements under the guidance in ASC 250-10 relating to SAB No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and concluded to revise its previously issued financial statements to reflect the impact of the correction of these errors when it files subsequent reports on Form 10-Q. In addition, as a result of the decision to revise its previously issued condensed consolidated financial statements for the three and nine months ended December 31, 2012, the Company also corrected other immaterial errors that were previously uncorrected. Accordingly, the Company filed a Form 10-K/A to revise its consolidated financial statements for the three fiscal years ended March 31, 2013 on August 7, 2013. As a result, the Company has also revised the condensed consolidated financial statements for the three and nine months ended December 31, 2012 from what were previously reported.
The revised financial statements corrected the following errors, which are included in the tables below, with associated footnotes:
(1) Warranty accrual — The Company determined that its prior warranty model did not accurately estimate warranty costs and liabilities at each reporting period. The inherent flaws in the prior model involved use of generic assumptions, incomplete warranty cost data and inter-regional methodological differences. This error impacted prior reporting periods, starting prior to fiscal year 2009, and impacted deferred tax asset classification between current and non-current assets.
(2) Amortization of intangibles — The Company determined that $4.2 million in intangible assets originating from a November 2009 acquisition were never amortized. The impact of this adjustment was $2.0 million in amortization expense not properly recorded during the periods from the quarter ended December 31, 2009 through the end of fiscal year 2013.
(3) Other adjustments — The Company also corrected a number of other immaterial errors, including the cumulative translation adjustment related to the purchase of treasury shares and an adjustment affecting the amount of property, plant and equipment purchased during the quarter ended June 30, 2012.
Condensed Consolidated Statements of Operations
The following table presents the impact of the accounting errors on the Company’s previously reported Condensed Consolidated Statement of Operations for the three and nine months ended December 31, 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||||||||
|
|
December 31, 2012 |
|
December 31, 2012 |
| ||||||||||||||
|
|
As Reported |
|
Adjustments |
|
As Revised |
|
As Reported |
|
Adjustments |
|
As Revised |
| ||||||
Net sales |
|
$ |
614,500 |
|
$ |
— |
|
$ |
614,500 |
|
$ |
1,630,797 |
|
$ |
— |
|
$ |
1,630,797 |
|
Cost of goods sold |
|
404,402 |
|
222 |
(1) |
404,695 |
|
1,080,452 |
|
(793 |
)(1) |
1,079,872 |
| ||||||
|
|
|
|
71 |
(2) |
|
|
|
|
213 |
(2) |
|
| ||||||
Gross profit |
|
210,098 |
|
(293 |
) |
209,805 |
|
550,345 |
|
580 |
|
550,925 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Marketing and selling |
|
112,698 |
|
— |
|
112,698 |
|
324,117 |
|
— |
|
324,117 |
| ||||||
Research and development |
|
40,393 |
|
95 |
(2) |
40,488 |
|
117,340 |
|
285 |
(2) |
117,625 |
| ||||||
General and administrative |
|
26,382 |
|
— |
|
26,382 |
|
84,842 |
|
— |
|
84,842 |
| ||||||
Goodwill impairment |
|
211,000 |
|
— |
|
211,000 |
|
211,000 |
|
— |
|
211,000 |
| ||||||
Restructuring charges (reversals), net |
|
(358 |
) |
— |
|
(358 |
) |
28,198 |
|
— |
|
28,198 |
| ||||||
Total operating expenses |
|
390,115 |
|
95 |
|
390,210 |
|
765,497 |
|
285 |
|
765,782 |
| ||||||
Operating income (loss) |
|
(180,017 |
) |
(388 |
) |
(180,405 |
) |
(215,152 |
) |
295 |
|
(214,857 |
) | ||||||
Interest income, net |
|
114 |
|
— |
|
114 |
|
651 |
|
— |
|
651 |
| ||||||
Other expense, net |
|
(3,670 |
) |
— |
|
(3,670 |
) |
(4,338 |
) |
— |
|
(4,338 |
) | ||||||
Loss before income taxes |
|
(183,573 |
) |
(388 |
) |
(183,961 |
) |
(218,839 |
) |
295 |
|
(218,544 |
) | ||||||
Provision for (benefit from) income taxes |
|
11,370 |
|
— |
|
11,370 |
|
(26,616 |
) |
— |
|
(26,616 |
) | ||||||
Net loss |
|
$ |
(194,943 |
) |
$ |
(388 |
) |
$ |
(195,331 |
) |
$ |
(192,223 |
) |
$ |
295 |
|
$ |
(191,928 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic and diluted net loss per share |
|
$ |
(1.24 |
) |
|
|
$ |
(1.24 |
) |
$ |
(1.21 |
) |
|
|
$ |
(1.21 |
) | ||
Shares used to compute net loss per share |
|
157,706 |
|
|
|
157,706 |
|
158,383 |
|
|
|
158,383 |
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Condensed Consolidated Statements of Comprehensive Income
The Company’s following table presents the impact of the accounting errors on the Company’s previously reported Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||||||||
|
|
December 31, 2012 |
|
December 31, 2012 |
| ||||||||||||||
|
|
As Reported |
|
Adjustments |
|
As Revised |
|
As Reported |
|
Adjustments |
|
As Revised |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss |
|
$ |
(194,943 |
) |
$ |
(222 |
)(1) |
$ |
(195,331 |
) |
$ |
(192,223 |
) |
$ |
793 |
(1) |
$ |
(191,928 |
) |
|
|
|
|
(166 |
)(2) |
|
|
|
|
(498 |
)(2) |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign currency translation gain (loss) |
|
(321 |
) |
904 |
(3) |
583 |
|
(1,616 |
) |
(2,221 |
)(3) |
(3,837 |
) | ||||||
Defined benefit pension plans: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net gain (loss) and prior service costs |
|
(389 |
) |
— |
|
(389 |
) |
7,531 |
|
— |
|
7,531 |
| ||||||
Less amortization included in operating expenses |
|
311 |
|
— |
|
311 |
|
1,067 |
|
— |
|
1,067 |
| ||||||
Hedging gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unrealized hedging loss |
|
(915 |
) |
— |
|
(915 |
) |
(2,022 |
) |
— |
|
(2,022 |
) | ||||||
Reclass of hedging loss (gain) included in cost of goods sold |
|
1,137 |
|
— |
|
1,137 |
|
(440 |
) |
— |
|
(440 |
) | ||||||
Reclassification adjustment for gain included in other income (expense), net |
|
— |
|
— |
|
— |
|
(343 |
) |
— |
|
(343 |
) | ||||||
Other comprehensive income (loss): |
|
(177 |
) |
904 |
|
727 |
|
4,177 |
|
(2,221 |
) |
1,956 |
| ||||||
Total comprehensive loss |
|
$ |
(195,120 |
) |
$ |
682 |
|
$ |
(194,604 |
) |
$ |
(188,046 |
) |
$ |
(1,428 |
) |
$ |
(189,972 |
) |
Condensed Consolidated Statements of Cash Flows
The following table presents the impact of the accounting errors on the Company’s previously reported Condensed Consolidated Statement of Cash Flows for the nine months ended December 31, 2012 (in thousands):
|
|
Nine Months Ended |
| |||||||
|
|
December 31, 2012 |
| |||||||
|
|
As Reported |
|
Adjustments |
|
As Revised |
| |||
Operating activities: |
|
|
|
|
|
|
| |||
Net loss |
|
$ |
(192,223 |
) |
$ |
793 |
(1) |
$ |
(191,928 |
) |
|
|
|
|
(498 |
)(2) |
|
| |||
Adjustments to reconcile net loss to cash provided by operating activities: |
|
|
|
|
|
|
| |||
Depreciation |
|
33,861 |
|
— |
|
33,861 |
| |||
Amortization of other intangible assets |
|
17,914 |
|
498 |
(2) |
18,412 |
| |||
Share-based compensation expense |
|
18,659 |
|
— |
|
18,659 |
| |||
Goodwill impairment |
|
211,000 |
|
— |
|
211,000 |
| |||
Impairment of strategic investment |
|
3,600 |
|
— |
|
3,600 |
| |||
Gain on sale of securities |
|
(831 |
) |
— |
|
(831 |
) | |||
Excess tax benefits from share-based compensation |
|
(26 |
) |
— |
|
(26 |
) | |||
Deferred income taxes and other |
|
9,398 |
|
— |
|
9,398 |
| |||
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
| |||
Accounts receivable, net |
|
(41,310 |
) |
(261 |
)(3) |
(41,571 |
) | |||
Inventories |
|
1,444 |
|
(1,092 |
)(3) |
352 |
| |||
Other assets |
|
(2,201 |
) |
(231 |
)(3) |
(2,432 |
) | |||
Accounts payable |
|
39,673 |
|
2,220 |
(3) |
41,893 |
| |||
Accrued and other liabilities |
|
5,238 |
|
(793 |
)(1) |
3,961 |
| |||
|
|
|
|
(484 |
)(3) |
|
| |||
Net cash provided by operating activities |
|
104,196 |
|
152 |
|
104,348 |
| |||
|
|
|
|
|
|
|
| |||
Investing activities: |
|
|
|
|
|
|
| |||
Purchases of property, plant and equipment |
|
(39,737 |
) |
(2,295 |
)(3) |
(42,032 |
) | |||
Purchase of strategic investment |
|
(3,970 |
) |
— |
|
(3,970 |
) | |||
Proceeds from sales of available-for-sale securities |
|
917 |
|
— |
|
917 |
| |||
Purchases of trading investments for deferred compensation plan |
|
(2,294 |
) |
— |
|
(2,294 |
) | |||
Proceeds from sales of trading investments for deferred compensation plan |
|
2,309 |
|
— |
|
2,309 |
| |||
Net cash used in investing activities |
|
(42,775 |
) |
(2,295 |
) |
(45,070 |
) | |||
|
|
|
|
|
|
|
| |||
Financing activities: |
|
|
|
|
|
|
| |||
Payment of cash dividends |
|
(133,462 |
) |
— |
|
(133,462 |
) | |||
Purchases of treasury shares |
|
(89,955 |
) |
2,143 |
(3) |
(87,812 |
) | |||
Proceeds from sales of shares upon exercise of options and purchase rights |
|
8,843 |
|
— |
|
8,843 |
| |||
Tax withholdings related to net share settlements of restricted stock units |
|
(1,995 |
) |
— |
|
(1,995 |
) | |||
Excess tax benefits from share-based compensation |
|
26 |
|
— |
|
26 |
| |||
Net cash used in financing activities |
|
(216,543 |
) |
2,143 |
|
(214,400 |
) | |||
|
|
|
|
|
|
|
| |||
Effect of exchange rate changes on cash and cash equivalents |
|
(1,249 |
) |
— |
|
(1,249 |
) | |||
Net decrease in cash and cash equivalents |
|
(156,371 |
) |
— |
|
(156,371 |
) | |||
Cash and cash equivalents, beginning of the year |
|
478,370 |
|
— |
|
478,370 |
| |||
Cash and cash equivalents, end of the period |
|
$ |
321,999 |
|
$ |
— |
|
$ |
321,999 |
|
Other Revisions
During fiscal year 2013, the Company also determined that geographic net sales (Note 13), previously reported in its Form 10-Q for the three and nine months ended December 31, 2012, were not properly stated. These revisions had no impact on the previously reported Condensed Consolidated Statements of Operations.
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Note 3 — Summary of Significant Accounting Policies
Basis of Presentation
The condensed consolidated interim financial statements include the accounts of Logitech and its subsidiaries. All intercompany balances and transactions have been eliminated. The condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and therefore do not include all the information required by 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, 2013, included in its Annual Report on Form 10-K/A filed with the SEC on August 7, 2013. In the opinion of management, these condensed 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 and nine months ended December 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2014, or any future periods.
Certain prior period financial statement amounts have been reclassified to conform to the current period presentation with no impact on previously reported net income.
Fiscal Years
The Company’s fiscal years end 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 calendar month end.
Changes in Significant Accounting Policies
There have been no substantial changes in the Company’s significant accounting policies during the three and nine months ended December 31, 2013, compared with the significant accounting policies described in its Annual Report on Form 10-K/A for the fiscal year ended March 31, 2013 filed with the SEC on August 7, 2013.
Use of Estimates
The preparation of financial statements in conformity with 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. Examples of significant estimates and assumptions made by management involve the fair value of goodwill, accruals for customer programs, inventory valuation, valuation allowances for deferred tax assets and warranty accruals. 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 July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective for interim and annual periods beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on its financial statements.
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Note 5 — Employee Benefit Plans
Employee Share Purchase Plans and Stock Incentive Plans
As of September 30, 2013, the Company offers the 2006 Employee Share Purchase Plan-Non-U.S. (“2006 ESPP”), the 1996 Employee Share Purchase Plan-U.S. (“1996 ESPP”), the 2006 Stock Incentive Plan (“2006 Plan”) and the 2012 Stock Inducement Equity Plan (“2012 Plan”). On September 4, 2013, at the 2013 Annual General Meeting of Shareholders, the Company’s shareholders approved amendments to, and restatement of, the 1996 ESPP and the 2006 ESPP, which included the increase of 8.0 million additional shares to be issued under these ESPP plans. Shares issued 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 and nine months ended December 31, 2013 and 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Cost of goods sold |
|
$ |
672 |
|
$ |
704 |
|
$ |
1,843 |
|
$ |
2,101 |
|
Research and development |
|
1,906 |
|
2,430 |
|
3,840 |
|
6,018 |
| ||||
Marketing and selling |
|
3,057 |
|
953 |
|
5,980 |
|
5,377 |
| ||||
General and administrative |
|
3,278 |
|
1,135 |
|
5,749 |
|
5,163 |
| ||||
Total share-based compensation expense |
|
8,913 |
|
5,222 |
|
17,412 |
|
18,659 |
| ||||
Income tax benefit |
|
(168 |
) |
(1,043 |
) |
(2,343 |
) |
(4,090 |
) | ||||
Total share-based compensation expense, net of income tax |
|
$ |
8,745 |
|
$ |
4,179 |
|
$ |
15,069 |
|
$ |
14,569 |
|
As of December 31 and March 31, 2013, $0.5 million and $0.4 million of share-based compensation expense were capitalized in inventory.
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 were statutory requirements for others. The charges to expense for these plans for the three and nine months ended December 31, 2013 were $1.4 million and $4.7 million, respectively, compared to $2.0 million and $6.6 million for the three and nine months ended December 31, 2012.
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.
During the nine months ended December 31, 2012, the Company’s Swiss defined benefit pension plan was subject to re-measurement due to the number of plan participants affected by the April 2012 restructuring described in Note 14. The re-measurement resulted in the realization of $2.2 million in previously unrecognized losses residing within accumulated other comprehensive loss that the Company recognized during the nine months ended December 31, 2012.
The net periodic benefit cost for defined benefit pension plans and non-retirement post-employment benefit obligations for the three and nine months ended December 31, 2013 and 2012 were as follows (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Service costs |
|
$ |
2,024 |
|
$ |
1,770 |
|
$ |
5,953 |
|
$ |
5,371 |
|
Interest costs |
|
442 |
|
440 |
|
1,299 |
|
1,352 |
| ||||
Expected return on plan assets |
|
(405 |
) |
(378 |
) |
(1,395 |
) |
(996 |
) | ||||
Amortization of net transition obligation |
|
1 |
|
1 |
|
3 |
|
3 |
| ||||
Amortization of net period service costs |
|
53 |
|
39 |
|
157 |
|
115 |
| ||||
Recognized net actuarial loss |
|
263 |
|
271 |
|
772 |
|
949 |
| ||||
Settlement costs |
|
— |
|
— |
|
— |
|
2,254 |
| ||||
|
|
$ |
2,378 |
|
$ |
2,143 |
|
$ |
6,789 |
|
$ |
9,048 |
|
|
Note 6 — 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 provision for the three months ended December 31, 2013 was $4.8 million based on an effective income tax rate of 9.0% of pre-tax income, compared to $11.4 million based on an effective income tax rate of 6.2% of pre-tax loss for the three months ended December 31, 2012. For the nine months ended December 31, 2013, the income tax provision was $7.1 million based on an effective income tax rate of 9.9% of pre-tax income, compared to an income tax benefit of $26.6 million based on an effective income tax rate of 12.2% of pre-tax loss for the nine months ended December 31, 2012. The change in the effective income tax rate for the three and nine months ended December 31, 2013, compared to the three and nine months ended December 31, 2012, was primarily due to the mix of income and losses in the various tax jurisdictions in which the Company operates and the treatment of restructuring expenses and goodwill impairment as discrete events in determining the annual effective tax rate in fiscal year 2013. In addition, there was a discrete tax benefit of $35.6 million during the nine months ended December 31, 2012, related to the reversal of uncertain tax positions resulting from the closure of federal income tax examinations in the United States. In the three months ended December 31, 2013, there was a discrete tax benefit of $10.0 million from the reversal of uncertain tax positions resulting from expiration of the statutes of limitations.
During the three and nine months ended December 31, 2013, the Company incurred restructuring-related termination benefits and lease exit costs in the amount of $0.8 million and $8.6 million, respectively. In determining the Company’s estimated effective annual tax rate for fiscal year 2014, the restructuring activities were not treated as a discrete event as the charges were not significantly unusual and infrequent in nature, unlike the $43.7 million incurred in fiscal year 2013, of which $28.2 million was incurred through December 31, 2012. The tax benefit associated with the restructuring during the nine months ended December 31, 2013 was not material.
The Company recorded a non-cash goodwill impairment charge of $214.5 million related to the video conferencing reporting unit in fiscal year 2013, of which $211.0 million was recorded in December 2012. The impairment was treated as a discrete event in fiscal year 2013 in determining the effective annual tax rate as it was significantly unusual and infrequent in nature. There was no tax benefit associated with goodwill impairment as the goodwill is not tax-deductible.
The U.S. federal research tax credit, which was extended retroactively by the American Taxpayer Relief Act of 2012 for two years from January 1, 2012, has expired as of December 31, 2013. The income tax expense for the nine months ended December 31, 2013 reflected a $0.8 million tax benefit for research tax credits.
As of December 31 and March 31, 2013, the total amount of unrecognized tax benefits and related accrued interest and penalties due to uncertain tax positions was $100.4 million and $102.0 million, respectively, of which $88.6 million and $90.3 million would affect the effective income tax rate if recognized, respectively. The Company classified the unrecognized tax benefits as non-current income taxes payable.
The Company continues to recognize interest and penalties related to unrecognized tax positions in income tax expense. As of December 31 and March 31, 2013, the Company had $5.6 million and $6.6 million of accrued interest and penalties related to uncertain tax positions, respectively.
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 fiscal year 2001. The Company is under examination and has received assessment notices in foreign tax jurisdictions. At this time, the Company is not able 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 negative impact on the Company’s results of operations.
Although the Company believes it 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. It is not possible at this time to reasonably estimate changes in the unrecognized tax benefits within the next twelve months.
|
Note 7 — Balance Sheet Components
The following table presents the components of certain balance sheet asset amounts as of December 31 and March 31, 2013 (in thousands):
|
|
December 31, |
|
March 31, |
| ||
|
|
2013 |
|
2013 |
| ||
Accounts receivable: |
|
|
|
|
| ||
Accounts receivable |
|
$ |
503,270 |
|
$ |
325,870 |
|
Allowance for doubtful accounts |
|
(1,018 |
) |
(2,153 |
) | ||
Allowance for returns |
|
(19,415 |
) |
(21,883 |
) | ||
Allowance for cooperative marketing arrangements |
|
(30,847 |
) |
(24,160 |
) | ||
Allowance for customer incentive programs |
|
(61,553 |
) |
(42,857 |
) | ||
Allowance for pricing programs |
|
(77,490 |
) |
(55,252 |
) | ||
|
|
$ |
312,947 |
|
$ |
179,565 |
|
|
|
|
|
|
| ||
Inventories: |
|
|
|
|
| ||
Raw materials |
|
$ |
29,541 |
|
$ |
37,504 |
|
Work-in-process |
|
98 |
|
41 |
| ||
Finished goods |
|
228,359 |
|
223,538 |
| ||
|
|
$ |
257,998 |
|
$ |
261,083 |
|
|
|
|
|
|
| ||
Other current assets: |
|
|
|
|
| ||
Income tax and value-added tax receivables |
|
$ |
19,358 |
|
$ |
17,403 |
|
Deferred tax asset |
|
28,109 |
|
25,400 |
| ||
Prepaid expenses and other assets |
|
13,512 |
|
15,300 |
| ||
|
|
$ |
60,979 |
|
$ |
58,103 |
|
|
|
|
|
|
| ||
Property, plant and equipment, net: |
|
|
|
|
| ||
Plant, buildings and improvements |
|
$ |
69,072 |
|
$ |
70,009 |
|
Equipment |
|
134,106 |
|
129,868 |
| ||
Computer equipment |
|
32,901 |
|
42,437 |
| ||
Software |
|
80,677 |
|
80,930 |
| ||
|
|
316,756 |
|
323,244 |
| ||
Less accumulated depreciation and amortization |
|
(243,458 |
) |
(247,469 |
) | ||
|
|
73,298 |
|
75,775 |
| ||
Construction-in-process |
|
11,377 |
|
9,047 |
| ||
Land |
|
2,819 |
|
2,827 |
| ||
|
|
$ |
87,494 |
|
$ |
87,649 |
|
|
|
|
|
|
| ||
Other assets: |
|
|
|
|
| ||
Deferred tax asset |
|
$ |
50,075 |
|
$ |
53,035 |
|
Trading investments |
|
16,439 |
|
15,599 |
| ||
Other assets |
|
4,808 |
|
6,464 |
| ||
|
|
$ |
71,322 |
|
$ |
75,098 |
|
The following table presents the components of certain balance sheet liability amounts as of December 31 and March 31, 2013 (in thousands):
|
|
December 31, |
|
March 31, |
| ||
|
|
2013 |
|
2013 |
| ||
Accrued and other current liabilities: |
|
|
|
|
| ||
Accrued personal expenses |
|
$ |
62,221 |
|
$ |
40,502 |
|
Accrued marketing expenses |
|
12,859 |
|
11,005 |
| ||
Indirect customer incentive programs |
|
40,775 |
|
29,464 |
| ||
Accrued restructuring |
|
3,265 |
|
13,458 |
| ||
Deferred revenue |
|
22,078 |
|
22,698 |
| ||
Accrued freight and duty |
|
9,912 |
|
5,882 |
| ||
Value-added taxes payable |
|
7,870 |
|
8,544 |
| ||
Accrued royalties |
|
4,597 |
|
3,358 |
| ||
Warranty accrual |
|
12,971 |
|
11,878 |
| ||
Employee benefit plan obligation |
|
1,762 |
|
4,351 |
| ||
Income taxes payable |
|
9,165 |
|
2,463 |
| ||
Other liabilities |
|
46,822 |
|
39,171 |
| ||
|
|
$ |
234,297 |
|
$ |
192,774 |
|
|
|
|
|
|
| ||
Non-current liabilities: |
|
|
|
|
| ||
Income taxes payable |
|
$ |
97,236 |
|
$ |
98,827 |
|
Warranty accrual |
|
9,689 |
|
8,660 |
| ||
Obligation for deferred compensation |
|
16,440 |
|
15,631 |
| ||
Employee benefit plan obligation |
|
41,133 |
|
35,963 |
| ||
Deferred rent |
|
23,316 |
|
24,136 |
| ||
Deferred tax liability |
|
1,769 |
|
1,989 |
| ||
Other liabilities |
|
11,214 |
|
10,676 |
| ||
|
|
$ |
200,797 |
|
$ |
195,882 |
|
The following table presents the changes in the allowance for doubtful accounts during the three and nine months ended December 31, 2013 and 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Beginning of the period |
|
$ |
1,071 |
|
$ |
2,239 |
|
$ |
2,153 |
|
$ |
2,472 |
|
Expense (reversal), net |
|
280 |
|
141 |
|
(79 |
) |
(48 |
) | ||||
Write-offs, net of recoveries |
|
(333 |
) |
(12 |
) |
(1,056 |
) |
(56 |
) | ||||
End of the period |
|
$ |
1,018 |
|
$ |
2,368 |
|
$ |
1,018 |
|
$ |
2,368 |
|
|
Note 8 — 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 Company did not have level 3 assets and liabilities as of December 31 and March 31, 2013. The following table presents the Company’s financial assets and liabilities, that were accounted for at fair value, excluding assets related to the Company’s defined benefit pension plans, classified by the level within the fair value hierarchy (in thousands):
|
|
December 31, 2013 |
|
March 31, 2013 |
| ||||||||
|
|
Level 1 |
|
Level 2 |
|
Level 1 |
|
Level 2 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cash equivalents: |
|
$ |
156,932 |
|
$ |
— |
|
$ |
119,073 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
| ||||
Trading investments for deferred compensation plan: |
|
|
|
|
|
|
|
|
| ||||
Money market funds |
|
$ |
3,257 |
|
$ |
— |
|
$ |
4,220 |
|
$ |
— |
|
Mutual funds |
|
13,182 |
|
— |
|
11,379 |
|
— |
| ||||
|
|
$ |
16,439 |
|
$ |
— |
|
$ |
15,599 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
| ||||
Foreign exchange derivative assets |
|
$ |
— |
|
$ |
719 |
|
$ |
— |
|
$ |
1,197 |
|
|
|
|
|
|
|
|
|
|
| ||||
Foreign exchange derivative liabilities |
|
$ |
— |
|
$ |
(1,099 |
) |
$ |
— |
|
$ |
(707 |
) |
The following table presents the changes in the Company’s Level 3 available-for-sale securities during the three and nine months ended December 31, 2013 and 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Beginning of the period |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
429 |
|
Sale of securities |
|
— |
|
— |
|
— |
|
(917 |
) | ||||
Gain on sale of securities |
|
— |
|
— |
|
— |
|
831 |
| ||||
Reversal of unrealized gain |
|
— |
|
— |
|
— |
|
(343 |
) | ||||
End of the period |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Cash Equivalents
Cash equivalents consist of bank demand deposits and time deposits. The time deposits have original maturities of three months or less. Cash equivalents are carried at cost, which approximates fair value.
Investment Securities
The Company’s investment securities portfolio consists of marketable securities (money market and mutual funds) related to a deferred compensation plan. The marketable securities are classified as non-current other assets since the final sale of the investments or realization of proceeds by the plan participants are not expected within the Company’s normal operating cycle of one year. The Company has designated these marketable securities as trading investments because the participants in the deferred compensation plan may select the mutual funds in which their compensation deferrals are invested within the confines of the Rabbi Trust which holds the marketable securities. The Company has no intent to actively buy and sell securities with the objective to generate profits on short-term difference in market prices.
The marketable securities are recorded at a fair value of $16.4 million and $15.6 million as of December 31 and March 31, 2013, based on quoted market prices. Earnings related to realized and unrealized gains and losses on trading investments are included in other income (expense), net. Unrealized trading gains and losses was a gain of $0.4 million and $0.2 million for the three and nine months ended December 31, 2013, respectively, compared to unrealized trading loss of $0.1 million and trading gain of $0.1 million for the three and nine months ended December 31, 2012.
Derivative Financial Instruments
The following table presents the fair values of the Company’s derivative asset and liability instruments included in other assets and other liabilities, respectively, as of December 31 and March 31, 2013 (in thousands):
|
|
Derivatives |
| ||||||||||
|
|
Asset |
|
Liability |
| ||||||||
|
|
December 31, |
|
March 31, |
|
December 31, |
|
March 31, |
| ||||
|
|
2013 |
|
2013 |
|
2013 |
|
2013 |
| ||||
Designed as hedging instruments: |
|
|
|
|
|
|
|
|
| ||||
Cash flow hedges |
|
$ |
5 |
|
$ |
1,165 |
|
$ |
894 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
| ||||
Not designed as hedging instruments: |
|
|
|
|
|
|
|
|
| ||||
Foreign exchange forward contract |
|
— |
|
— |
|
184 |
|
270 |
| ||||
Foreign exchange swap contract |
|
714 |
|
32 |
|
21 |
|
437 |
| ||||
|
|
714 |
|
32 |
|
205 |
|
707 |
| ||||
|
|
$ |
719 |
|
$ |
1,197 |
|
$ |
1,099 |
|
$ |
707 |
|
The following table presents the amounts of gains and losses on the Company’s derivative instruments for the three and nine months ended December 31, 2013 and 2012 (in thousands):
|
|
Three Months Ended December 31, |
| ||||||||||||||||
|
|
Net Amount of |
|
Net Amount of Gain (Loss) |
|
|
|
|
| ||||||||||
|
|
Gain (Loss) Deferred as a |
|
Reclassified from Accumulated |
|
Net Amount of Gain (Loss) |
| ||||||||||||
|
|
Component of Accumulated |
|
Other Comprehensive Loss to |
|
Immediately Recognized in |
| ||||||||||||
|
|
Other Comprehensive Loss |
|
Costs of Goods Sold |
|
Other Inome (Expense), Net |
| ||||||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||||
Designed as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash flow hedges |
|
$ |
144 |
|
$ |
222 |
|
$ |
1,342 |
|
$ |
1,137 |
|
$ |
8 |
|
$ |
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Not designed as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign exchange forward contract |
|
— |
|
— |
|
— |
|
— |
|
(227 |
) |
122 |
| ||||||
Foreign exchange swap contract |
|
— |
|
— |
|
— |
|
— |
|
1,126 |
|
744 |
| ||||||
|
|
— |
|
— |
|
— |
|
— |
|
899 |
|
866 |
| ||||||
|
|
$ |
144 |
|
$ |
222 |
|
$ |
1,342 |
|
$ |
1,137 |
|
$ |
907 |
|
$ |
936 |
|
|
|
Nine Months Ended December 31, |
| ||||||||||||||||
|
|
Net Amount of |
|
Net Amount of Gain (Loss) |
|
|
|
|
| ||||||||||
|
|
Gain (Loss) Deferred as a |
|
Reclassified from Accumulated |
|
Net Amount of Gain (Loss) |
| ||||||||||||
|
|
Component of Accumulated |
|
Other Comprehensive Loss to |
|
Immediately Recognized in |
| ||||||||||||
|
|
Other Comprehensive Loss |
|
Costs of Goods Sold |
|
Other Inome (Expense), Net |
| ||||||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||||
Designed as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash flow hedges |
|
$ |
(1,958 |
) |
$ |
(2,462 |
) |
$ |
1,526 |
|
$ |
(440 |
) |
$ |
54 |
|
$ |
242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Not designed as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign exchange forward contract |
|
— |
|
— |
|
— |
|
— |
|
(62 |
) |
(715 |
) | ||||||
Foreign exchange swap contract |
|
— |
|
— |
|
— |
|
— |
|
1,869 |
|
1,179 |
| ||||||
|
|
— |
|
— |
|
— |
|
— |
|
1,807 |
|
464 |
| ||||||
|
|
$ |
(1,958 |
) |
$ |
(2,462 |
) |
$ |
1,526 |
|
$ |
(440 |
) |
$ |
1,861 |
|
$ |
706 |
|
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 Company has one entity with a euro functional currency that purchases inventory in U.S. dollars. 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. The Company does not use derivative financial instruments for trading or speculative purposes. These hedging contracts mature within four 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), net. Such gains and losses were immaterial during the three and nine months ended December 31, 2013 and 2012. Cash flows from such hedges are classified as operating activities in the Condensed Consolidated Statements of Cash Flows. The notional amounts of foreign exchange forward contracts outstanding related to forecasted inventory purchases were $41.4 million (€30.0 million) and $38.5 million (€30.1 million) at December 31, 2013 and March 31, 2013, respectively. The notional amount represents the future cash flows under contracts to purchase foreign currencies.
Other Derivatives
The Company also 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 other income (expense), net based on the changes in fair value.
The notional amounts of foreign exchange forward contracts outstanding at December 31 and March 31, 2013 relating to foreign currency receivables or payables were $25.7 million and $14.2 million, respectively. Open forward contracts as of December 31, 2013 consisted of contracts in U.S. Dollars to purchase Taiwanese Dollars and contracts in Euros to sell British Pounds at future dates at pre-determined exchange rates. Open forward contracts as of March 31, 2013 consisted of contracts in U.S. Dollars to purchase Taiwanese Dollars and contracts in Euros to sell British Pounds at future dates at pre-determined exchange rates. The notional amounts of foreign exchange swap contracts outstanding at December 31 and March 31, 2013 were $31.2 million and $19.6 million, respectively. Swap contracts outstanding at December 31, 2013 consisted of contracts in Mexican Pesos, Japanese Yen and Australian Dollars. Swap contracts outstanding at March 31, 2013 consisted of contracts in Mexican Pesos, Japanese Yen and Australian Dollars.
The fair value of all foreign exchange forward contracts and foreign exchange swap contracts is determined based on observable market transactions of spot currency rates and forward rates. Cash flows from these contracts are classified as operating activities in the Condensed Consolidated Statements of Cash Flows.
|
Note 9 — Goodwill and Other Intangible Assets
Annual Goodwill Impairment Testing
In accordance with ASC Topic 350-10 (“ASC 350-10”) as it relates to Goodwill and Other Intangible Assets, the Company conducts a goodwill impairment analysis annually at December 31 and as necessary if changes in facts and circumstances indicate that it is more likely than not that the fair value of the Company’s reporting units may be less than its carrying amount.
In September 2011, the FASB issued ASU 2011-08, Intangibles, Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The amendment is effective for annual impairment tests done for fiscal years that start after December 15, 2011 though early adoption was permitted. The changes to FASB ASC 350-20 permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit.
Peripherals
The Company performed its annual impairment analysis of the goodwill for its peripherals reporting unit at December 31, 2013 by performing a qualitative assessment and concluded that it was more likely than not that the fair value of its peripherals reporting units exceeded its carrying amount. In assessing the qualitative factors, the Company considered the impact of these key factors: change in industry and competitive environment, growth in market capitalization of $2.2 billion as of December 31, 2013 from $1.2 billion a year ago, and budgeted-to-actual revenue performance from prior year. The peripherals reporting unit has seen an improvement in operating income from $42 million and $36 million for the three and nine months ended December 31, 2012 to $65 million and $117 million for three and nine months ended December 31, 2013, respectively. Based on the results of the qualitative assessment, the Company believes it is more-likely-than-not that the fair value of the peripherals reporting unit is greater than its carrying value.
Video Conferencing
In the quarter ended September 30, 2013, the Company implemented a restructuring plan (“this Plan”) associated with its video conferencing reporting unit to simplify its organization, better align costs with its current business and free up resources to pursue growth opportunities. This Plan resulted in the reduction of personnel, lease exit costs and the write-off of discontinued video conferencing products. In addition, actual performance was significantly less than projected results for the periods since the prior annual goodwill impairment assessment performed at December 31, 2012, due to the combination of a changing industry landscape caused by a shift to less expensive cloud-based video conferencing solutions, an evolving LifeSize product line and challenges in execution. These factors resulted in the Company concluding that it was more likely than not that the fair value of its video conferencing reporting unit was less than its carrying amount. Therefore, the Company performed an interim Step 1 assessment of its video conferencing reporting unit at September 30, 2013.
The Step 1 assessment performed during the quarter ended September 30, 2013 involved measuring the recoverability of goodwill by comparing the video conferencing reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value was estimated using both an income approach employing a discounted cash flow model and a market approach. The market approach model was based on applying certain revenue multiples of comparable companies to the respective revenue and earnings metrics of the reporting unit. The Step 1 assessment resulted in the Company determining that the video conferencing reporting unit passed the Step 1 test because the estimated fair value exceeded its carrying value by approximately 23%, thus not requiring a Step 2 assessment of this reporting unit.
At December 31, 2013, the Company completed its impairment analysis for the goodwill of the video conferencing reporting unit by performing a Step 1 assessment as the qualitative factors that lead to the interim assessment had not significantly improved.
Key assumptions used in this Step 1 income approach analysis included the appropriate discount rates, compound annual growth rate (“CAGR”) during the forecast period, and long-term growth rates for purposes of determining a terminal value at the end of the discrete forecast period. Sensitivity assessment of key assumptions for the video conferencing reporting unit Step 1 test is presented below:
· CAGR assumption was 7.0% through fiscal year 2021, with a forecast decline in the remainder of fiscal year 2014, and higher growth rates from fiscal years 2015 through 2019, reducing to a growth rate of 4% in fiscal year 2021. The forecasted growth contrasts with the recent performance of the video conferencing reporting unit, when the Company experienced a decline in revenue (see Note 13 for further details). A hypothetical decrease to 2.1% in the CAGR rate, holding all other assumptions constant, would decrease the fair value of the video conferencing reporting unit below its carrying value and hence would result in the reporting unit failing Step 1 of the goodwill impairment test.
· Discount rate assumption was 15%. A hypothetical increase to 18.7% in the discount rate, holding all other assumptions constant, would result in the reporting unit failing Step 1 of the goodwill impairment test.
· Terminal growth rate assumption was 4%. A hypothetical decrease to 0% in the terminal growth rate assumption, holding all other assumptions constant, would result in the reporting unit passing Step 1 of the goodwill impairment test.
The assumptions used also included a reduction in future operating expenses as a percentage of revenue, driven by increases in forecast revenue as described above, combined with reduced operating expenses related to the fourth quarter of fiscal year 2013 and second quarter of fiscal year 2014 restructuring activities.
The annual Step 1 assessment resulted in the Company determining that the video conferencing reporting unit passed the Step 1 test because the estimated fair value exceeded its carrying value by approximately 30%, thus not requiring a Step 2 assessment of this reporting unit. This result presents a future video conferencing reporting unit goodwill impairment risk to the Company since the margin it cleared the current Step 1 assessment was not significant.
As a result of the Company’s annual goodwill impairment assessments, there was no impairment of goodwill during the three months ended December 31, 2013.
Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates and future market conditions, among others. It is reasonably possible that changes in the judgments, assumptions and estimates that the Company used in assessing the fair value of the video conferencing reporting unit result in the goodwill to become impaired. A goodwill impairment charge would have the effect of decreasing the Company’s earnings or increasing its losses in such period. If the Company is required to take a substantial impairment charge, its operating results would be materially and adversely affected in such period.
Goodwill and Other Intangible Assets
During the nine months ended December 31, 2013, the Company decided not to sell its Remotes product category, previously classified as assets held for sale. This decision required the Company to assess whether the fair value of the goodwill and other intangibles related to its Remotes category were less than the carrying value of these assets. For other intangibles, carrying value was adjusted by amortization expense not taken during the periods in which it was classified as assets held for sale. The Company concluded that the carrying value of these assets was less than its fair value. Accordingly, the Company reclassified these assets from assets held for sale back to goodwill and other intangible assets at their respective carrying values, which amounted to $2.5 million for goodwill and $1.6 million for other intangible assets as of June 30, 2013.
The following table summarizes the activity in the Company’s goodwill during the nine months ended December 31, 2013 (in thousands):
|
|
December 31, 2013 |
| |||||||
|
|
|
|
Video |
|
|
| |||
|
|
Peripherals |
|
Conferencing |
|
Total |
| |||
Beginning of the period |
|
$ |
216,744 |
|
$ |
124,613 |
|
$ |
341,357 |
|
Additions |
|
202 |
|
— |
|
202 |
| |||
Foreign currency movements |
|
— |
|
1,008 |
|
1,008 |
| |||
Reclassified from assets held for sale |
|
2,469 |
|
— |
|
2,469 |
| |||
End of the period |
|
$ |
219,415 |
|
$ |
125,621 |
|
$ |
345,036 |
|
The Company’s acquired other intangible assets subject to amortization were as follows (in thousands):
|
|
December 31, 2013 |
|
March 31, 2013 |
| ||||||||||||||
|
|
|
|
Accumulated |
|
|
|
|
|
Accumulated |
|
|
| ||||||
|
|
Gross |
|
Amortization |
|
Net |
|
Gross |
|
Amortization |
|
Net |
| ||||||
Trademark and tradenames |
|
$ |
32,101 |
|
$ |
(30,566 |
) |
$ |
1,535 |
|
$ |
29,842 |
|
$ |
(26,558 |
) |
$ |
3,284 |
|
Technology (1) |
|
92,088 |
|
(86,543 |
) |
5,545 |
|
73,249 |
|
(61,560 |
) |
11,689 |
| ||||||
Customer contracts |
|
40,373 |
|
(34,134 |
) |
6,239 |
|
39,068 |
|
(28,017 |
) |
11,051 |
| ||||||
|
|
$ |
164,562 |
|
$ |
(151,243 |
) |
$ |
13,319 |
|
$ |
142,159 |
|
$ |
(116,135 |
) |
$ |
26,024 |
|
(1) During the nine months ended December 31, 2013, the Company reclassified its Retail - Remote product category and digital video security product line from assets held for sale.
Amortization expense for acquired other intangible assets was $4.5 million and $15.0 million for the three and nine months ended December 31, 2013, respectively, compared to $5.8 million and $18.4 million for the three and nine months ended December 31, 2012. The Company expects that amortization expense for the remainder of fiscal year 2014 will be $3.0 million and annual amortization expense for fiscal years 2015, 2016 and 2017 will be $8.4 million, $1.8 million and $0.1 million, respectively.
|
Note 10 — Financing Arrangements
In December 2011, the Company entered into a Senior Revolving Credit Facility Agreement (“Credit Facility”) with a group of primarily Swiss banks that provided for a revolving multicurrency unsecured credit facility in an amount of up to $250.0 million and subject to certain requirements, permitted the Company to arrange with existing or new lenders to provide up to an aggregate of $150.0 million in additional commitments, for a total of $400.0 million. The Company also paid a quarterly commitment fee of 40% of the applicable margin on the available commitment. In December 2013, the Company on its own volition, terminated this Credit Facility and wrote-off $1.0 million of capitalized deferred loan fees. There were no outstanding borrowings at the time of termination.
The Company had several uncommitted, unsecured bank lines of credit aggregating $62.0 million at December 31, 2013. There are no financial covenants under these lines of credit with which the Company must comply. As of December 31, 2013, the Company had no outstanding borrowings under these lines of credit. The Company also had credit lines related to corporate credit cards totaling $7.0 million as of December 31, 2013. The outstanding borrowings under these credit lines are recorded in other current liabilities. There are no financial covenants under these credit lines.
|
Note 11 — 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. Future minimum annual rentals under non-cancelable operating leases as of December 31, 2013 amounted to $80.0 million.
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 and nine months ended December 31, 2013 and 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Beginning of the period |
|
$ |
1,178 |
|
$ |
1,870 |
|
$ |
1,750 |
|
$ |
1,918 |
|
Accrued expenses |
|
— |
|
63 |
|
— |
|
63 |
| ||||
Expenses settled |
|
— |
|
(200 |
) |
(596 |
) |
(200 |
) | ||||
Accretion |
|
4 |
|
5 |
|
15 |
|
21 |
| ||||
Foreign currency translation |
|
4 |
|
32 |
|
17 |
|
(32 |
) | ||||
End of the period |
|
$ |
1,186 |
|
$ |
1,770 |
|
$ |
1,186 |
|
$ |
1,770 |
|
Product Warranties
All of the Company’s products are covered by warranty to be free from defects in material and workmanship for periods ranging from one to five years. At the time of sale, the Company accrues a warranty liability for estimated costs to provide replacement products and parts or services to repair products under the warranty obligation. The Company’s estimate of costs to fulfill its warranty obligations is based on historical experience and expectations of future requirements. 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 and nine months ended December 31, 2013 and 2012 were as follows (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
|
|
|
(revised) |
|
|
|
(revised) |
| ||||
Beginning of the period |
|
$ |
22,085 |
|
$ |
23,537 |
|
$ |
20,538 |
|
$ |
25,494 |
|
Provision |
|
4,143 |
|
4,169 |
|
10,788 |
|
10,149 |
| ||||
Settlements |
|
(3,568 |
) |
(3,955 |
) |
(10,993 |
) |
(11,892 |
) | ||||
Adjustment (1) |
|
— |
|
— |
|
2,327 |
|
— |
| ||||
End of the period |
|
$ |
22,660 |
|
$ |
23,751 |
|
$ |
22,660 |
|
$ |
23,751 |
|
(1) During the nine months ended December 31, 2013, the warranty liability allocated to the Company’s Retail — Remotes product category was reclassified from liabilities held for sale.
Deferred Services Revenue
The Company’s video conferencing reporting unit offers maintenance contracts for sale of the majority of its products which allow for customers to receive service and support in addition to the expiration of the product warranty contractual term. The Company also provides installation services to its customers under contractual arrangements. The Company recognizes these contracts over the life of the service period.
Changes in the Company’s deferred services revenue during the three and nine months ended December 31, 2013 and 2012 were as follows (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Beginning of the period |
|
$ |
29,068 |
|
$ |
27,119 |
|
$ |
29,328 |
|
$ |
24,568 |
|
Extended warranties issued |
|
8,800 |
|
8,690 |
|
24,630 |
|
25,084 |
| ||||
Amortization |
|
(8,120 |
) |
(7,672 |
) |
(24,210 |
) |
(21,515 |
) | ||||
End of the period |
|
$ |
29,748 |
|
$ |
28,137 |
|
$ |
29,748 |
|
$ |
28,137 |
|
The cost of providing these services for the three and nine months ended December 31, 2013 was $1.5 million and $5.7 million, respectively, compared to $2.6 million and $6.9 million for the three and nine months ended December 31, 2012, respectively.
Purchase Commitments
At December 31, 2013, the Company had the following outstanding purchase commitments:
|
|
December 31, |
| |
|
|
2013 |
| |
Inventory commitments |
|
$ |
97,020 |
|
Operating expenses |
|
56,305 |
| |
Capital commitments |
|
16,892 |
| |
|
|
$ |
170,217 |
|
Commitments for inventory purchases are made in the normal course of business to original design manufacturers and to other suppliers for the Company’s internal manufacturing, the majority of the contract manufacturers and other suppliers and are expected to be fulfilled by March 2014. 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 computer hardware and leasehold improvements. 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
Logitech International S.A., the parent holding company, has guaranteed payment of the purchase obligations of various subsidiaries from certain component suppliers. The maximum potential future payment under the guarantee arrangements is limited to $30.0 million. As of December 31, 2013, there were no purchase obligations outstanding for which the parent holding company was required to guarantee payment.
Logitech Europe S.A., a subsidiary of the parent holding company, has guaranteed the purchase obligations of another Logitech subsidiary under a guarantee agreement. This guarantee does not specify a maximum amount. As of December 31, 2013, there was no amount of purchase obligations outstanding under this guarantee. In addition, Logitech Europe S.A. also guaranteed payments of a third-party contract manufacturer’s purchase obligations as it relates to the Company. As of December 31, 2013, the maximum amount of this guarantee was $3.5 million, of which $1.6 million of guaranteed purchase obligations were outstanding.
Logitech International S.A. and Logitech Europe S.A. have guaranteed certain contingent liabilities of various subsidiaries related to transactions occurring in the normal course of business. As of December 31, 2013, the maximum amount of the guarantees was $28.4 million, of which $5.2 million of guaranteed obligations were outstanding.
Indemnifications
The Company indemnifies certain of its suppliers and customers for losses arising from matters such as intellectual property disputes 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. As of December 31, 2013, no amounts have been accrued for these indemnification provisions. The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under its indemnification arrangements.
The Company also indemnifies its current and former directors and certain of its current and former officers. Certain costs incurred for providing such indemnification may be recoverable under various insurance policies. The Company is unable to reasonably estimate the maximum amount that could be payable under these arrangements because these exposures are not limited, the obligations are conditional in nature and the facts and circumstances involved in any situation that might arise are variable.
Legal Proceedings
From time to time the Company is involved in claims and legal proceedings which arise in the ordinary course of its business. The Company is currently subject to several such claims and a small number of legal proceedings. The Company believes that these matters lack merit and intends to vigorously defend against them. Based on currently available information, the Company does not believe that resolution of pending matters will have a material adverse effect on its financial condition, cash flows or results of operations. However, litigation is subject to inherent uncertainties, and there can be no assurances that the Company’s defenses will be successful or that any such lawsuit or claim would not have a material adverse impact on the Company’s business, financial condition, cash flows and results of operations in a particular period. Any claims or proceedings against the Company, whether meritorious or not, can have an adverse impact because of defense costs, diversion of management and operational resources, negative publicity and other factors. Any failure to obtain necessary license or other rights, or litigation arising out of intellectual property claims, could adversely affect the Company’s business.
|
Note 13 — Segment Information
Net sales by product family, excluding intercompany transactions, were as follows (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
|
|
|
(1) |
|
|
|
(1) |
| ||||
Peripherals |
|
|
|
|
|
|
|
|
| ||||
Retail — Pointing devices |
|
$ |
141,757 |
|
$ |
153,921 |
|
$ |
387,064 |
|
$ |
392,275 |
|
PC keyboards & desktops |
|
108,339 |
|
110,671 |
|
311,525 |
|
302,299 |
| ||||
Tablet & other accessories |
|
77,010 |
|
39,398 |
|
150,280 |
|
89,021 |
| ||||
Audio - PC |
|
66,594 |
|
75,366 |
|
185,759 |
|
214,158 |
| ||||
Audio - wearables and wireless |
|
42,154 |
|
23,577 |
|
86,877 |
|
57,284 |
| ||||
Video |
|
38,154 |
|
41,776 |
|
105,741 |
|
116,835 |
| ||||
PC gaming |
|
56,214 |
|
45,111 |
|
137,324 |
|
118,567 |
| ||||
Remotes |
|
26,049 |
|
30,094 |
|
53,950 |
|
60,260 |
| ||||
Other |
|
7,120 |
|
22,474 |
|
22,961 |
|
63,269 |
| ||||
OEM |
|
34,542 |
|
35,300 |
|
106,581 |
|
108,693 |
| ||||
|
|
597,933 |
|
577,688 |
|
1,548,062 |
|
1,522,661 |
| ||||
Video conferencing |
|
29,957 |
|
36,812 |
|
89,724 |
|
108,136 |
| ||||
|
|
$ |
627,890 |
|
$ |
614,500 |
|
$ |
1,637,786 |
|
$ |
1,630,797 |
|
(1) Certain products within the retail product families as presented in the prior year have been reclassified to conform to the current year presentation, with no impact on previously reported total peripherals sales.
The Company has two reporting 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, tablets and other digital platforms. The video conferencing segment 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 reporting 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 (“CEO”), who is considered to be the Company’s Chief Operating Decision Maker (“CODM”). The CEO periodically reviews information such as net sales and operating income (loss) for each operating segment to make business decisions. These operating performance measures do not include share-based compensation expense and amortization of intangible assets. Share-based compensation expense and amortization of intangible assets are presented in the following financial information by operating segment as “other charges.” Assets by operating segment are not presented since the Company does not present such data to the CODM.
Net sales and operating income (loss) for the Company’s reporting segments were as follows (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
|
|
|
(revised) |
|
|
|
(revised) |
| ||||
Net sales: |
|
|
|
|
|
|
|
|
| ||||
Peripherals |
|
$ |
597,933 |
|
$ |
577,688 |
|
$ |
1,548,062 |
|
$ |
1,522,661 |
|
Video conferencing |
|
29,957 |
|
36,812 |
|
89,724 |
|
108,136 |
| ||||
|
|
$ |
627,890 |
|
$ |
614,500 |
|
$ |
1,637,786 |
|
$ |
1,630,797 |
|
|
|
|
|
|
|
|
|
|
| ||||
Operating income (loss) |
|
|
|
|
|
|
|
|
| ||||
Peripherals (1) |
|
65,150 |
|
41,803 |
|
117,301 |
|
36,298 |
| ||||
Video conferencing (1) |
|
1,488 |
|
(211,163 |
) |
(14,389 |
) |
(214,084 |
) | ||||
Operating income (loss) before other charges: |
|
66,638 |
|
(169,360 |
) |
102,912 |
|
(177,786 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Other charges: |
|
|
|
|
|
|
|
|
| ||||
Share-based compensation |
|
8,913 |
|
5,222 |
|
17,412 |
|
18,659 |
| ||||
Amortization of intangibles (2) |
|
4,472 |
|
5,823 |
|
14,990 |
|
18,412 |
| ||||
|
|
$ |
53,253 |
|
$ |
(180,405 |
) |
$ |
70,510 |
|
$ |
(214,857 |
) |
(1) The previously reported operating income (loss) for the three and nine months ended December 31, 2012 was impacted by the errors described in Note 2 as follows: (a) For the three and nine months ended December 31, 2012, Peripherals operating income (loss) decreased by $0.1 million and increased by $1.1 million, respectively, and (b) For the three and nine months ended December 31, 2012, video conferencing operating loss decreased by $0.1 million and $0.3 million, respectively. These changes resulted from the warranty accrual and amortization of intangibles error correction.
(2) For the three and nine months ended December 31, 2012, amortization of intangible assets increased by $0.2 million and $0.5 million, respectively.
Geographic net sales information in the table below is based on the customer location. Long-lived assets, primarily fixed assets, are reported below based on its geographical region.
Net sales to unaffiliated customers by geographic region were as follows (in thousands):
|
|
Three Months Ended December 31, |
|
Nine Months Ended December 31, |
| ||||||||||||||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||||||||||||||
|
|
|
|
Reported |
|
Adjustment (1) |
|
Revised |
|
|
|
Reported |
|
Adjustment (1) |
|
Revised |
| ||||||||
Americas |
|
$ |
258,682 |
|
$ |
263,398 |
|
$ |
(18,806 |
) |
$ |
244,592 |
|
$ |
661,516 |
|
$ |
683,920 |
|
$ |
(55,244 |
) |
$ |
628,676 |
|
EMEA |
|
238,143 |
|
233,132 |
|
12,981 |
|
246,113 |
|
596,719 |
|
595,188 |
|
37,287 |
|
632,475 |
| ||||||||
Asia Pacific |
|
131,065 |
|
117,970 |
|
5,825 |
|
123,795 |
|
379,551 |
|
351,689 |
|
17,957 |
|
369,646 |
| ||||||||
|
|
$ |
627,890 |
|
$ |
614,500 |
|
$ |
— |
|
$ |
614,500 |
|
$ |
1,637,786 |
|
$ |
1,630,797 |
|
$ |
— |
|
$ |
1,630,797 |
|
(1) During fiscal year 2013, the Company determined that net sales to unaffiliated customers by geographic regions previously reported, including the three and nine months ended December 31, 2012, were not properly stated since amounts related to its video conferencing segment and other businesses were improperly allocated solely to the Americas region.
Sales are attributed to countries on the basis of the customers’ locations. The United States represented 34% and 35% of net sales for the three and nine months ended December 31, 2013, respectively, compared to 34% and 33% for the three and nine months ended December 31, 2012, respectively. Switzerland, the Company’s home domicile, represented 2% and 1% of net sales for the three and nine months ended December 31, 2013, respectively, compared to 2% and 2% for the three and nine months ended December 31, 2012, respectively. No other single country represented more than 10% of net sales during these periods. One customer in the Company’s peripherals operating segment represented 15% and 14% of net sales for the three and nine months ended December 31, 2013, respectively, compared to 11% and 12% of net sales for the three and nine months ended December 31, 2012, respectively.
Long-lived assets by geographic region were as follows (in thousands):
|
|
December 31, |
|
March 31, |
| ||
|
|
2013 |
|
2013 |
| ||
Americas |
|
$ |
44,041 |
|
$ |
43,357 |
|
EMEA |
|
5,644 |
|
8,315 |
| ||
Asia Pacific |
|
42,079 |
|
40,952 |
| ||
|
|
$ |
91,764 |
|
$ |
92,624 |
|
Long-lived assets in the United States and China were $43.8 million and $35.2 million at December 31, 2013, respectively, compared to $43.2 million and $33.1 million at March 31, 2013, respectively. No other country had more than 10% of the Company’s total long-lived assets at December 31 and March 31, 2013. Long-lived assets in Switzerland were $1.9 million and $4.2 million at December 31 and March 31, 2013, respectively.
|
Note 14 — Restructuring
During the quarter ended June 30, 2012, the Company implemented a restructuring plan to simplify its organization, better align costs with its current business and free up resources to pursue growth opportunities. A majority of the restructuring activity was completed during the quarter ended June 30, 2012. As part of this restructuring plan, the Company reduced its worldwide non-direct labor workforce. Charges and other costs related to the workforce reduction are presented as restructuring charges in the Condensed Consolidated Statements of Operations. During the quarter ended September 30, 2012, the Company recorded a reversal of $3.8 million in termination benefits due to the further refinement of estimates previously recorded during the quarter ended June 30, 2012. During the three and nine months ended December 31, 2012, the Company recorded a $0.2 million reversal and a $24.7 million charge, respectively, in termination benefits. In addition, during the nine months ended December 31, 2012, the Company incurred legal, consulting and other costs of $1.1 million and $2.2 million as a result of the terminations during the three and nine months ended December 31, 2012, respectively. The Company also recorded a reversal of $0.2 million and a charge of $1.3 million in lease exit costs, primarily related to costs associated with the closure of existing facilities. In addition, charges of $3.0 million related to the discontinuance of certain product development efforts were included in cost of goods sold and a $2.2 million charge from the re-measurement of its Swiss defined benefit pension plan caused by the number of plan participants affected by this restructuring that was not included in restructuring charge since it related to prior services.
During the quarter ended March 31, 2013, the Company implemented an additional restructuring plan to align the organization to its strategic priorities of increasing focus on mobility products, improving profitability in PC-related products and enhancing global operational efficiencies. As part of this restructuring plan, the Company reduced its worldwide non-direct labor workforce. Restructuring charges under this plan primarily consisted of severance and other one-time termination benefits. During the quarter ended September 30, 2013, the Company recorded a reversal of $0.8 million in termination benefits due to the further refinement of estimates which were previously recorded and a $0.3 million charge in lease exit costs. During the three months ended December 31, 2013, the Company recorded charges of $0.1 million in termination benefits and $0.7 million in lease exit costs. During the nine months ended December 31, 2013, the Company recorded charges of $1.3 million in termination benefits and $1.3million in lease exit costs. The Company estimates to complete this restructuring plan by March 31, 2014.
During the quarter ended September 30, 2013, the Company implemented a restructuring plan solely affecting the video conferencing operating segment to align its organization to its strategic priorities of increasing focus on a tighter range of products, expanding cloud-based video conferencing services and improving profitability. Restructuring charges under this plan primarily consist of severance and other one-time termination benefits. During the three months ended December 31, 2013, the Company recorded immaterial restructuring charges related to this plan. During the nine months ended December 31, 2013, restructuring charges under this plan included $5.4 million in termination benefits and $0.6 million in lease exit costs.
Termination benefits were calculated based on regional benefit practices and local statutory requirements. Lease exit costs primarily relate to costs associated with the closure of existing facilities. Other charges primarily consist of legal, consulting and other costs related to employee terminations.
The following table summarizes restructuring related activities (in thousands):
|
|
Restructuring |
| ||||||||||
|
|
Termination |
|
Lease Exit |
|
|
|
|
| ||||
|
|
Benefits |
|
Costs |
|
Other |
|
Total |
| ||||
March 31. 2012 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Charges |
|
28,655 |
|
1,472 |
|
1,100 |
|
31,227 |
| ||||
Cash payments |
|
(4,766 |
) |
— |
|
(429 |
) |
(5,195 |
) | ||||
Foreign exchange |
|
63 |
|
— |
|
— |
|
63 |
| ||||
June 30, 2012 |
|
23,952 |
|
1,472 |
|
671 |
|
26,095 |
| ||||
Charges (reversals) |
|
(3,816 |
) |
48 |
|
1,097 |
|
(2,671 |
) | ||||
Cash payments |
|
(16,642 |
) |
(52 |
) |
(958 |
) |
(17,652 |
) | ||||
Foreign exchange |
|
— |
|
— |
|
14 |
|
14 |
| ||||
September 30, 2012 |
|
3,494 |
|
1,468 |
|
824 |
|
5,786 |
| ||||
Charges (reversals) |
|
(188 |
) |
(182 |
) |
12 |
|
(358 |
) | ||||
Cash payments |
|
(2,633 |
) |
(1,104 |
) |
(774 |
) |
(4,511 |
) | ||||
December 31, 2012 |
|
673 |
|
182 |
|
62 |
|
917 |
| ||||
Charges (reversals) |
|
16,437 |
|
(30 |
) |
(901 |
) |
15,506 |
| ||||
Cash payments |
|
(3,727 |
) |
(77 |
) |
839 |
|
(2,965 |
) | ||||
March 31, 2013 |
|
13,383 |
|
75 |
|
— |
|
13,458 |
| ||||
Charges |
|
2,004 |
|
330 |
|
— |
|
2,334 |
| ||||
Cash payments |
|
(8,422 |
) |
— |
|
— |
|
(8,422 |
) | ||||
Foreign exchange |
|
(170 |
) |
— |
|
— |
|
(170 |
) | ||||
June 30, 2013 |
|
6,795 |
|
405 |
|
— |
|
7,200 |
| ||||
Charges |
|
4,562 |
|
903 |
|
— |
|
5,465 |
| ||||
Cash payments |
|
(6,535 |
) |
(564 |
) |
— |
|
(7,099 |
) | ||||
September 30, 2013 |
|
4,822 |
|
744 |
|
— |
|
5,566 |
| ||||
Charges |
|
119 |
|
703 |
|
— |
|
822 |
| ||||
Cash payments |
|
(2,429 |
) |
(694 |
) |
— |
|
(3,123 |
) | ||||
December 31, 2013 |
|
$ |
2,512 |
|
$ |
753 |
|
$ |
— |
|
$ |
3,265 |
|
|
Basis of Presentation
The condensed consolidated interim financial statements include the accounts of Logitech and its subsidiaries. All intercompany balances and transactions have been eliminated. The condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and therefore do not include all the information required by 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, 2013, included in its Annual Report on Form 10-K/A filed with the SEC on August 7, 2013. In the opinion of management, these condensed 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 and nine months ended December 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2014, or any future periods.
Certain prior period financial statement amounts have been reclassified to conform to the current period presentation with no impact on previously reported net income.
Fiscal Years
The Company’s fiscal years end 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 calendar month end.
Use of Estimates
The preparation of financial statements in conformity with 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. Examples of significant estimates and assumptions made by management involve the fair value of goodwill, accruals for customer programs, inventory valuation, valuation allowances for deferred tax assets and warranty accruals. 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 July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective for interim and annual periods beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on its financial statements.
|
The following table presents the impact of the accounting errors on the Company’s previously reported Condensed Consolidated Statement of Operations for the three and nine months ended December 31, 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||||||||
|
|
December 31, 2012 |
|
December 31, 2012 |
| ||||||||||||||
|
|
As Reported |
|
Adjustments |
|
As Revised |
|
As Reported |
|
Adjustments |
|
As Revised |
| ||||||
Net sales |
|
$ |
614,500 |
|
$ |
— |
|
$ |
614,500 |
|
$ |
1,630,797 |
|
$ |
— |
|
$ |
1,630,797 |
|
Cost of goods sold |
|
404,402 |
|
222 |
(1) |
404,695 |
|
1,080,452 |
|
(793 |
)(1) |
1,079,872 |
| ||||||
|
|
|
|
71 |
(2) |
|
|
|
|
213 |
(2) |
|
| ||||||
Gross profit |
|
210,098 |
|
(293 |
) |
209,805 |
|
550,345 |
|
580 |
|
550,925 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Marketing and selling |
|
112,698 |
|
— |
|
112,698 |
|
324,117 |
|
— |
|
324,117 |
| ||||||
Research and development |
|
40,393 |
|
95 |
(2) |
40,488 |
|
117,340 |
|
285 |
(2) |
117,625 |
| ||||||
General and administrative |
|
26,382 |
|
— |
|
26,382 |
|
84,842 |
|
— |
|
84,842 |
| ||||||
Goodwill impairment |
|
211,000 |
|
— |
|
211,000 |
|
211,000 |
|
— |
|
211,000 |
| ||||||
Restructuring charges (reversals), net |
|
(358 |
) |
— |
|
(358 |
) |
28,198 |
|
— |
|
28,198 |
| ||||||
Total operating expenses |
|
390,115 |
|
95 |
|
390,210 |
|
765,497 |
|
285 |
|
765,782 |
| ||||||
Operating income (loss) |
|
(180,017 |
) |
(388 |
) |
(180,405 |
) |
(215,152 |
) |
295 |
|
(214,857 |
) | ||||||
Interest income, net |
|
114 |
|
— |
|
114 |
|
651 |
|
— |
|
651 |
| ||||||
Other expense, net |
|
(3,670 |
) |
— |
|
(3,670 |
) |
(4,338 |
) |
— |
|
(4,338 |
) | ||||||
Loss before income taxes |
|
(183,573 |
) |
(388 |
) |
(183,961 |
) |
(218,839 |
) |
295 |
|
(218,544 |
) | ||||||
Provision for (benefit from) income taxes |
|
11,370 |
|
— |
|
11,370 |
|
(26,616 |
) |
— |
|
(26,616 |
) | ||||||
Net loss |
|
$ |
(194,943 |
) |
$ |
(388 |
) |
$ |
(195,331 |
) |
$ |
(192,223 |
) |
$ |
295 |
|
$ |
(191,928 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic and diluted net loss per share |
|
$ |
(1.24 |
) |
|
|
$ |
(1.24 |
) |
$ |
(1.21 |
) |
|
|
$ |
(1.21 |
) | ||
Shares used to compute net loss per share |
|
157,706 |
|
|
|
157,706 |
|
158,383 |
|
|
|
158,383 |
|
The Company’s following table presents the impact of the accounting errors on the Company’s previously reported Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||||||||
|
|
December 31, 2012 |
|
December 31, 2012 |
| ||||||||||||||
|
|
As Reported |
|
Adjustments |
|
As Revised |
|
As Reported |
|
Adjustments |
|
As Revised |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss |
|
$ |
(194,943 |
) |
$ |
(222 |
)(1) |
$ |
(195,331 |
) |
$ |
(192,223 |
) |
$ |
793 |
(1) |
$ |
(191,928 |
) |
|
|
|
|
(166 |
)(2) |
|
|
|
|
(498 |
)(2) |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign currency translation gain (loss) |
|
(321 |
) |
904 |
(3) |
583 |
|
(1,616 |
) |
(2,221 |
)(3) |
(3,837 |
) | ||||||
Defined benefit pension plans: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net gain (loss) and prior service costs |
|
(389 |
) |
— |
|
(389 |
) |
7,531 |
|
— |
|
7,531 |
| ||||||
Less amortization included in operating expenses |
|
311 |
|
— |
|
311 |
|
1,067 |
|
— |
|
1,067 |
| ||||||
Hedging gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unrealized hedging loss |
|
(915 |
) |
— |
|
(915 |
) |
(2,022 |
) |
— |
|
(2,022 |
) | ||||||
Reclass of hedging loss (gain) included in cost of goods sold |
|
1,137 |
|
— |
|
1,137 |
|
(440 |
) |
— |
|
(440 |
) | ||||||
Reclassification adjustment for gain included in other income (expense), net |
|
— |
|
— |
|
— |
|
(343 |
) |
— |
|
(343 |
) | ||||||
Other comprehensive income (loss): |
|
(177 |
) |
904 |
|
727 |
|
4,177 |
|
(2,221 |
) |
1,956 |
| ||||||
Total comprehensive loss |
|
$ |
(195,120 |
) |
$ |
682 |
|
$ |
(194,604 |
) |
$ |
(188,046 |
) |
$ |
(1,428 |
) |
$ |
(189,972 |
) |
The following table presents the impact of the accounting errors on the Company’s previously reported Condensed Consolidated Statement of Cash Flows for the nine months ended December 31, 2012 (in thousands):
|
|
Nine Months Ended |
| |||||||
|
|
December 31, 2012 |
| |||||||
|
|
As Reported |
|
Adjustments |
|
As Revised |
| |||
Operating activities: |
|
|
|
|
|
|
| |||
Net loss |
|
$ |
(192,223 |
) |
$ |
793 |
(1) |
$ |
(191,928 |
) |
|
|
|
|
(498 |
)(2) |
|
| |||
Adjustments to reconcile net loss to cash provided by operating activities: |
|
|
|
|
|
|
| |||
Depreciation |
|
33,861 |
|
— |
|
33,861 |
| |||
Amortization of other intangible assets |
|
17,914 |
|
498 |
(2) |
18,412 |
| |||
Share-based compensation expense |
|
18,659 |
|
— |
|
18,659 |
| |||
Goodwill impairment |
|
211,000 |
|
— |
|
211,000 |
| |||
Impairment of strategic investment |
|
3,600 |
|
— |
|
3,600 |
| |||
Gain on sale of securities |
|
(831 |
) |
— |
|
(831 |
) | |||
Excess tax benefits from share-based compensation |
|
(26 |
) |
— |
|
(26 |
) | |||
Deferred income taxes and other |
|
9,398 |
|
— |
|
9,398 |
| |||
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
| |||
Accounts receivable, net |
|
(41,310 |
) |
(261 |
)(3) |
(41,571 |
) | |||
Inventories |
|
1,444 |
|
(1,092 |
)(3) |
352 |
| |||
Other assets |
|
(2,201 |
) |
(231 |
)(3) |
(2,432 |
) | |||
Accounts payable |
|
39,673 |
|
2,220 |
(3) |
41,893 |
| |||
Accrued and other liabilities |
|
5,238 |
|
(793 |
)(1) |
3,961 |
| |||
|
|
|
|
(484 |
)(3) |
|
| |||
Net cash provided by operating activities |
|
104,196 |
|
152 |
|
104,348 |
| |||
|
|
|
|
|
|
|
| |||
Investing activities: |
|
|
|
|
|
|
| |||
Purchases of property, plant and equipment |
|
(39,737 |
) |
(2,295 |
)(3) |
(42,032 |
) | |||
Purchase of strategic investment |
|
(3,970 |
) |
— |
|
(3,970 |
) | |||
Proceeds from sales of available-for-sale securities |
|
917 |
|
— |
|
917 |
| |||
Purchases of trading investments for deferred compensation plan |
|
(2,294 |
) |
— |
|
(2,294 |
) | |||
Proceeds from sales of trading investments for deferred compensation plan |
|
2,309 |
|
— |
|
2,309 |
| |||
Net cash used in investing activities |
|
(42,775 |
) |
(2,295 |
) |
(45,070 |
) | |||
|
|
|
|
|
|
|
| |||
Financing activities: |
|
|
|
|
|
|
| |||
Payment of cash dividends |
|
(133,462 |
) |
— |
|
(133,462 |
) | |||
Purchases of treasury shares |
|
(89,955 |
) |
2,143 |
(3) |
(87,812 |
) | |||
Proceeds from sales of shares upon exercise of options and purchase rights |
|
8,843 |
|
— |
|
8,843 |
| |||
Tax withholdings related to net share settlements of restricted stock units |
|
(1,995 |
) |
— |
|
(1,995 |
) | |||
Excess tax benefits from share-based compensation |
|
26 |
|
— |
|
26 |
| |||
Net cash used in financing activities |
|
(216,543 |
) |
2,143 |
|
(214,400 |
) | |||
|
|
|
|
|
|
|
| |||
Effect of exchange rate changes on cash and cash equivalents |
|
(1,249 |
) |
— |
|
(1,249 |
) | |||
Net decrease in cash and cash equivalents |
|
(156,371 |
) |
— |
|
(156,371 |
) | |||
Cash and cash equivalents, beginning of the year |
|
478,370 |
|
— |
|
478,370 |
| |||
Cash and cash equivalents, end of the period |
|
$ |
321,999 |
|
$ |
— |
|
$ |
321,999 |
|
|
The following table summarizes the share-based compensation expense and related tax benefit recognized for the three and nine months ended December 31, 2013 and 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Cost of goods sold |
|
$ |
672 |
|
$ |
704 |
|
$ |
1,843 |
|
$ |
2,101 |
|
Research and development |
|
1,906 |
|
2,430 |
|
3,840 |
|
6,018 |
| ||||
Marketing and selling |
|
3,057 |
|
953 |
|
5,980 |
|
5,377 |
| ||||
General and administrative |
|
3,278 |
|
1,135 |
|
5,749 |
|
5,163 |
| ||||
Total share-based compensation expense |
|
8,913 |
|
5,222 |
|
17,412 |
|
18,659 |
| ||||
Income tax benefit |
|
(168 |
) |
(1,043 |
) |
(2,343 |
) |
(4,090 |
) | ||||
Total share-based compensation expense, net of income tax |
|
$ |
8,745 |
|
$ |
4,179 |
|
$ |
15,069 |
|
$ |
14,569 |
|
The net periodic benefit cost for defined benefit pension plans and non-retirement post-employment benefit obligations for the three and nine months ended December 31, 2013 and 2012 were as follows (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Service costs |
|
$ |
2,024 |
|
$ |
1,770 |
|
$ |
5,953 |
|
$ |
5,371 |
|
Interest costs |
|
442 |
|
440 |
|
1,299 |
|
1,352 |
| ||||
Expected return on plan assets |
|
(405 |
) |
(378 |
) |
(1,395 |
) |
(996 |
) | ||||
Amortization of net transition obligation |
|
1 |
|
1 |
|
3 |
|
3 |
| ||||
Amortization of net period service costs |
|
53 |
|
39 |
|
157 |
|
115 |
| ||||
Recognized net actuarial loss |
|
263 |
|
271 |
|
772 |
|
949 |
| ||||
Settlement costs |
|
— |
|
— |
|
— |
|
2,254 |
| ||||
|
|
$ |
2,378 |
|
$ |
2,143 |
|
$ |
6,789 |
|
$ |
9,048 |
|
|
The following table presents the components of certain balance sheet asset amounts as of December 31 and March 31, 2013 (in thousands):
|
|
December 31, |
|
March 31, |
| ||
|
|
2013 |
|
2013 |
| ||
Accounts receivable: |
|
|
|
|
| ||
Accounts receivable |
|
$ |
503,270 |
|
$ |
325,870 |
|
Allowance for doubtful accounts |
|
(1,018 |
) |
(2,153 |
) | ||
Allowance for returns |
|
(19,415 |
) |
(21,883 |
) | ||
Allowance for cooperative marketing arrangements |
|
(30,847 |
) |
(24,160 |
) | ||
Allowance for customer incentive programs |
|
(61,553 |
) |
(42,857 |
) | ||
Allowance for pricing programs |
|
(77,490 |
) |
(55,252 |
) | ||
|
|
$ |
312,947 |
|
$ |
179,565 |
|
|
|
|
|
|
| ||
Inventories: |
|
|
|
|
| ||
Raw materials |
|
$ |
29,541 |
|
$ |
37,504 |
|
Work-in-process |
|
98 |
|
41 |
| ||
Finished goods |
|
228,359 |
|
223,538 |
| ||
|
|
$ |
257,998 |
|
$ |
261,083 |
|
|
|
|
|
|
| ||
Other current assets: |
|
|
|
|
| ||
Income tax and value-added tax receivables |
|
$ |
19,358 |
|
$ |
17,403 |
|
Deferred tax asset |
|
28,109 |
|
25,400 |
| ||
Prepaid expenses and other assets |
|
13,512 |
|
15,300 |
| ||
|
|
$ |
60,979 |
|
$ |
58,103 |
|
|
|
|
|
|
| ||
Property, plant and equipment, net: |
|
|
|
|
| ||
Plant, buildings and improvements |
|
$ |
69,072 |
|
$ |
70,009 |
|
Equipment |
|
134,106 |
|
129,868 |
| ||
Computer equipment |
|
32,901 |
|
42,437 |
| ||
Software |
|
80,677 |
|
80,930 |
| ||
|
|
316,756 |
|
323,244 |
| ||
Less accumulated depreciation and amortization |
|
(243,458 |
) |
(247,469 |
) | ||
|
|
73,298 |
|
75,775 |
| ||
Construction-in-process |
|
11,377 |
|
9,047 |
| ||
Land |
|
2,819 |
|
2,827 |
| ||
|
|
$ |
87,494 |
|
$ |
87,649 |
|
|
|
|
|
|
| ||
Other assets: |
|
|
|
|
| ||
Deferred tax asset |
|
$ |
50,075 |
|
$ |
53,035 |
|
Trading investments |
|
16,439 |
|
15,599 |
| ||
Other assets |
|
4,808 |
|
6,464 |
| ||
|
|
$ |
71,322 |
|
$ |
75,098 |
|
The following table presents the components of certain balance sheet liability amounts as of December 31 and March 31, 2013 (in thousands):
|
|
December 31, |
|
March 31, |
| ||
|
|
2013 |
|
2013 |
| ||
Accrued and other current liabilities: |
|
|
|
|
| ||
Accrued personal expenses |
|
$ |
62,221 |
|
$ |
40,502 |
|
Accrued marketing expenses |
|
12,859 |
|
11,005 |
| ||
Indirect customer incentive programs |
|
40,775 |
|
29,464 |
| ||
Accrued restructuring |
|
3,265 |
|
13,458 |
| ||
Deferred revenue |
|
22,078 |
|
22,698 |
| ||
Accrued freight and duty |
|
9,912 |
|
5,882 |
| ||
Value-added taxes payable |
|
7,870 |
|
8,544 |
| ||
Accrued royalties |
|
4,597 |
|
3,358 |
| ||
Warranty accrual |
|
12,971 |
|
11,878 |
| ||
Employee benefit plan obligation |
|
1,762 |
|
4,351 |
| ||
Income taxes payable |
|
9,165 |
|
2,463 |
| ||
Other liabilities |
|
46,822 |
|
39,171 |
| ||
|
|
$ |
234,297 |
|
$ |
192,774 |
|
|
|
|
|
|
| ||
Non-current liabilities: |
|
|
|
|
| ||
Income taxes payable |
|
$ |
97,236 |
|
$ |
98,827 |
|
Warranty accrual |
|
9,689 |
|
8,660 |
| ||
Obligation for deferred compensation |
|
16,440 |
|
15,631 |
| ||
Employee benefit plan obligation |
|
41,133 |
|
35,963 |
| ||
Deferred rent |
|
23,316 |
|
24,136 |
| ||
Deferred tax liability |
|
1,769 |
|
1,989 |
| ||
Other liabilities |
|
11,214 |
|
10,676 |
| ||
|
|
$ |
200,797 |
|
$ |
195,882 |
|
The following table presents the changes in the allowance for doubtful accounts during the three and nine months ended December 31, 2013 and 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Beginning of the period |
|
$ |
1,071 |
|
$ |
2,239 |
|
$ |
2,153 |
|
$ |
2,472 |
|
Expense (reversal), net |
|
280 |
|
141 |
|
(79 |
) |
(48 |
) | ||||
Write-offs, net of recoveries |
|
(333 |
) |
(12 |
) |
(1,056 |
) |
(56 |
) | ||||
End of the period |
|
$ |
1,018 |
|
$ |
2,368 |
|
$ |
1,018 |
|
$ |
2,368 |
|
|
The Company did not have level 3 assets and liabilities as of December 31 and March 31, 2013. The following table presents the Company’s financial assets and liabilities, that were accounted for at fair value, excluding assets related to the Company’s defined benefit pension plans, classified by the level within the fair value hierarchy (in thousands):
|
|
December 31, 2013 |
|
March 31, 2013 |
| ||||||||
|
|
Level 1 |
|
Level 2 |
|
Level 1 |
|
Level 2 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cash equivalents: |
|
$ |
156,932 |
|
$ |
— |
|
$ |
119,073 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
| ||||
Trading investments for deferred compensation plan: |
|
|
|
|
|
|
|
|
| ||||
Money market funds |
|
$ |
3,257 |
|
$ |
— |
|
$ |
4,220 |
|
$ |
— |
|
Mutual funds |
|
13,182 |
|
— |
|
11,379 |
|
— |
| ||||
|
|
$ |
16,439 |
|
$ |
— |
|
$ |
15,599 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
| ||||
Foreign exchange derivative assets |
|
$ |
— |
|
$ |
719 |
|
$ |
— |
|
$ |
1,197 |
|
|
|
|
|
|
|
|
|
|
| ||||
Foreign exchange derivative liabilities |
|
$ |
— |
|
$ |
(1,099 |
) |
$ |
— |
|
$ |
(707 |
) |
The following table presents the changes in the Company’s Level 3 available-for-sale securities during the three and nine months ended December 31, 2013 and 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Beginning of the period |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
429 |
|
Sale of securities |
|
— |
|
— |
|
— |
|
(917 |
) | ||||
Gain on sale of securities |
|
— |
|
— |
|
— |
|
831 |
| ||||
Reversal of unrealized gain |
|
— |
|
— |
|
— |
|
(343 |
) | ||||
End of the period |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
The following table presents the fair values of the Company’s derivative asset and liability instruments included in other assets and other liabilities, respectively, as of December 31 and March 31, 2013 (in thousands):
|
|
Derivatives |
| ||||||||||
|
|
Asset |
|
Liability |
| ||||||||
|
|
December 31, |
|
March 31, |
|
December 31, |
|
March 31, |
| ||||
|
|
2013 |
|
2013 |
|
2013 |
|
2013 |
| ||||
Designed as hedging instruments: |
|
|
|
|
|
|
|
|
| ||||
Cash flow hedges |
|
$ |
5 |
|
$ |
1,165 |
|
$ |
894 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
| ||||
Not designed as hedging instruments: |
|
|
|
|
|
|
|
|
| ||||
Foreign exchange forward contract |
|
— |
|
— |
|
184 |
|
270 |
| ||||
Foreign exchange swap contract |
|
714 |
|
32 |
|
21 |
|
437 |
| ||||
|
|
714 |
|
32 |
|
205 |
|
707 |
| ||||
|
|
$ |
719 |
|
$ |
1,197 |
|
$ |
1,099 |
|
$ |
707 |
|
The following table presents the amounts of gains and losses on the Company’s derivative instruments for the three and nine months ended December 31, 2013 and 2012 (in thousands):
|
|
Three Months Ended December 31, |
| ||||||||||||||||
|
|
Net Amount of |
|
Net Amount of Gain (Loss) |
|
|
|
|
| ||||||||||
|
|
Gain (Loss) Deferred as a |
|
Reclassified from Accumulated |
|
Net Amount of Gain (Loss) |
| ||||||||||||
|
|
Component of Accumulated |
|
Other Comprehensive Loss to |
|
Immediately Recognized in |
| ||||||||||||
|
|
Other Comprehensive Loss |
|
Costs of Goods Sold |
|
Other Inome (Expense), Net |
| ||||||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||||
Designed as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash flow hedges |
|
$ |
144 |
|
$ |
222 |
|
$ |
1,342 |
|
$ |
1,137 |
|
$ |
8 |
|
$ |
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Not designed as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign exchange forward contract |
|
— |
|
— |
|
— |
|
— |
|
(227 |
) |
122 |
| ||||||
Foreign exchange swap contract |
|
— |
|
— |
|
— |
|
— |
|
1,126 |
|
744 |
| ||||||
|
|
— |
|
— |
|
— |
|
— |
|
899 |
|
866 |
| ||||||
|
|
$ |
144 |
|
$ |
222 |
|
$ |
1,342 |
|
$ |
1,137 |
|
$ |
907 |
|
$ |
936 |
|
|
|
Nine Months Ended December 31, |
| ||||||||||||||||
|
|
Net Amount of |
|
Net Amount of Gain (Loss) |
|
|
|
|
| ||||||||||
|
|
Gain (Loss) Deferred as a |
|
Reclassified from Accumulated |
|
Net Amount of Gain (Loss) |
| ||||||||||||
|
|
Component of Accumulated |
|
Other Comprehensive Loss to |
|
Immediately Recognized in |
| ||||||||||||
|
|
Other Comprehensive Loss |
|
Costs of Goods Sold |
|
Other Inome (Expense), Net |
| ||||||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||||
Designed as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash flow hedges |
|
$ |
(1,958 |
) |
$ |
(2,462 |
) |
$ |
1,526 |
|
$ |
(440 |
) |
$ |
54 |
|
$ |
242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Not designed as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Foreign exchange forward contract |
|
— |
|
— |
|
— |
|
— |
|
(62 |
) |
(715 |
) | ||||||
Foreign exchange swap contract |
|
— |
|
— |
|
— |
|
— |
|
1,869 |
|
1,179 |
| ||||||
|
|
— |
|
— |
|
— |
|
— |
|
1,807 |
|
464 |
| ||||||
|
|
$ |
(1,958 |
) |
$ |
(2,462 |
) |
$ |
1,526 |
|
$ |
(440 |
) |
$ |
1,861 |
|
$ |
706 |
|
|
The following table summarizes the activity in the Company’s goodwill during the nine months ended December 31, 2013 (in thousands):
|
|
December 31, 2013 |
| |||||||
|
|
|
|
Video |
|
|
| |||
|
|
Peripherals |
|
Conferencing |
|
Total |
| |||
Beginning of the period |
|
$ |
216,744 |
|
$ |
124,613 |
|
$ |
341,357 |
|
Additions |
|
202 |
|
— |
|
202 |
| |||
Foreign currency movements |
|
— |
|
1,008 |
|
1,008 |
| |||
Reclassified from assets held for sale |
|
2,469 |
|
— |
|
2,469 |
| |||
End of the period |
|
$ |
219,415 |
|
$ |
125,621 |
|
$ |
345,036 |
|
The Company’s acquired other intangible assets subject to amortization were as follows (in thousands):
|
|
December 31, 2013 |
|
March 31, 2013 |
| ||||||||||||||
|
|
|
|
Accumulated |
|
|
|
|
|
Accumulated |
|
|
| ||||||
|
|
Gross |
|
Amortization |
|
Net |
|
Gross |
|
Amortization |
|
Net |
| ||||||
Trademark and tradenames |
|
$ |
32,101 |
|
$ |
(30,566 |
) |
$ |
1,535 |
|
$ |
29,842 |
|
$ |
(26,558 |
) |
$ |
3,284 |
|
Technology (1) |
|
92,088 |
|
(86,543 |
) |
5,545 |
|
73,249 |
|
(61,560 |
) |
11,689 |
| ||||||
Customer contracts |
|
40,373 |
|
(34,134 |
) |
6,239 |
|
39,068 |
|
(28,017 |
) |
11,051 |
| ||||||
|
|
$ |
164,562 |
|
$ |
(151,243 |
) |
$ |
13,319 |
|
$ |
142,159 |
|
$ |
(116,135 |
) |
$ |
26,024 |
|
(1) During the nine months ended December 31, 2013, the Company reclassified its Retail - Remote product category and digital video security product line from assets held for sale.
|
The following table describes changes to the Company’s asset retirement obligation liability for the three and nine months ended December 31, 2013 and 2012 (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Beginning of the period |
|
$ |
1,178 |
|
$ |
1,870 |
|
$ |
1,750 |
|
$ |
1,918 |
|
Accrued expenses |
|
— |
|
63 |
|
— |
|
63 |
| ||||
Expenses settled |
|
— |
|
(200 |
) |
(596 |
) |
(200 |
) | ||||
Accretion |
|
4 |
|
5 |
|
15 |
|
21 |
| ||||
Foreign currency translation |
|
4 |
|
32 |
|
17 |
|
(32 |
) | ||||
End of the period |
|
$ |
1,186 |
|
$ |
1,770 |
|
$ |
1,186 |
|
$ |
1,770 |
|
Changes in the Company’s warranty liability for the three and nine months ended December 31, 2013 and 2012 were as follows (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
|
|
|
(revised) |
|
|
|
(revised) |
| ||||
Beginning of the period |
|
$ |
22,085 |
|
$ |
23,537 |
|
$ |
20,538 |
|
$ |
25,494 |
|
Provision |
|
4,143 |
|
4,169 |
|
10,788 |
|
10,149 |
| ||||
Settlements |
|
(3,568 |
) |
(3,955 |
) |
(10,993 |
) |
(11,892 |
) | ||||
Adjustment (1) |
|
— |
|
— |
|
2,327 |
|
— |
| ||||
End of the period |
|
$ |
22,660 |
|
$ |
23,751 |
|
$ |
22,660 |
|
$ |
23,751 |
|
(1) During the nine months ended December 31, 2013, the warranty liability allocated to the Company’s Retail — Remotes product category was reclassified from liabilities held for sale.
Changes in the Company’s deferred services revenue during the three and nine months ended December 31, 2013 and 2012 were as follows (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Beginning of the period |
|
$ |
29,068 |
|
$ |
27,119 |
|
$ |
29,328 |
|
$ |
24,568 |
|
Extended warranties issued |
|
8,800 |
|
8,690 |
|
24,630 |
|
25,084 |
| ||||
Amortization |
|
(8,120 |
) |
(7,672 |
) |
(24,210 |
) |
(21,515 |
) | ||||
End of the period |
|
$ |
29,748 |
|
$ |
28,137 |
|
$ |
29,748 |
|
$ |
28,137 |
|
At December 31, 2013, the Company had the following outstanding purchase commitments:
|
|
December 31, |
| |
|
|
2013 |
| |
Inventory commitments |
|
$ |
97,020 |
|
Operating expenses |
|
56,305 |
| |
Capital commitments |
|
16,892 |
| |
|
|
$ |
170,217 |
|
|
Net sales by product family, excluding intercompany transactions, were as follows (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
|
|
|
(1) |
|
|
|
(1) |
| ||||
Peripherals |
|
|
|
|
|
|
|
|
| ||||
Retail — Pointing devices |
|
$ |
141,757 |
|
$ |
153,921 |
|
$ |
387,064 |
|
$ |
392,275 |
|
PC keyboards & desktops |
|
108,339 |
|
110,671 |
|
311,525 |
|
302,299 |
| ||||
Tablet & other accessories |
|
77,010 |
|
39,398 |
|
150,280 |
|
89,021 |
| ||||
Audio - PC |
|
66,594 |
|
75,366 |
|
185,759 |
|
214,158 |
| ||||
Audio - wearables and wireless |
|
42,154 |
|
23,577 |
|
86,877 |
|
57,284 |
| ||||
Video |
|
38,154 |
|
41,776 |
|
105,741 |
|
116,835 |
| ||||
PC gaming |
|
56,214 |
|
45,111 |
|
137,324 |
|
118,567 |
| ||||
Remotes |
|
26,049 |
|
30,094 |
|
53,950 |
|
60,260 |
| ||||
Other |
|
7,120 |
|
22,474 |
|
22,961 |
|
63,269 |
| ||||
OEM |
|
34,542 |
|
35,300 |
|
106,581 |
|
108,693 |
| ||||
|
|
597,933 |
|
577,688 |
|
1,548,062 |
|
1,522,661 |
| ||||
Video conferencing |
|
29,957 |
|
36,812 |
|
89,724 |
|
108,136 |
| ||||
|
|
$ |
627,890 |
|
$ |
614,500 |
|
$ |
1,637,786 |
|
$ |
1,630,797 |
|
(1) Certain products within the retail product families as presented in the prior year have been reclassified to conform to the current year presentation, with no impact on previously reported total peripherals sales.
Net sales and operating income (loss) for the Company’s reporting segments were as follows (in thousands):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
December 31, |
|
December 31, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
|
|
|
(revised) |
|
|
|
(revised) |
| ||||
Net sales: |
|
|
|
|
|
|
|
|
| ||||
Peripherals |
|
$ |
597,933 |
|
$ |
577,688 |
|
$ |
1,548,062 |
|
$ |
1,522,661 |
|
Video conferencing |
|
29,957 |
|
36,812 |
|
89,724 |
|
108,136 |
| ||||
|
|
$ |
627,890 |
|
$ |
614,500 |
|
$ |
1,637,786 |
|
$ |
1,630,797 |
|
|
|
|
|
|
|
|
|
|
| ||||
Operating income (loss) |
|
|
|
|
|
|
|
|
| ||||
Peripherals (1) |
|
65,150 |
|
41,803 |
|
117,301 |
|
36,298 |
| ||||
Video conferencing (1) |
|
1,488 |
|
(211,163 |
) |
(14,389 |
) |
(214,084 |
) | ||||
Operating income (loss) before other charges: |
|
66,638 |
|
(169,360 |
) |
102,912 |
|
(177,786 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Other charges: |
|
|
|
|
|
|
|
|
| ||||
Share-based compensation |
|
8,913 |
|
5,222 |
|
17,412 |
|
18,659 |
| ||||
Amortization of intangibles (2) |
|
4,472 |
|
5,823 |
|
14,990 |
|
18,412 |
| ||||
|
|
$ |
53,253 |
|
$ |
(180,405 |
) |
$ |
70,510 |
|
$ |
(214,857 |
) |
(1) The previously reported operating income (loss) for the three and nine months ended December 31, 2012 was impacted by the errors described in Note 2 as follows: (a) For the three and nine months ended December 31, 2012, Peripherals operating income (loss) decreased by $0.1 million and increased by $1.1 million, respectively, and (b) For the three and nine months ended December 31, 2012, video conferencing operating loss decreased by $0.1 million and $0.3 million, respectively. These changes resulted from the warranty accrual and amortization of intangibles error correction.
(2) For the three and nine months ended December 31, 2012, amortization of intangible assets increased by $0.2 million and $0.5 million, respectively.
Net sales to unaffiliated customers by geographic region were as follows (in thousands):
|
|
Three Months Ended December 31, |
|
Nine Months Ended December 31, |
| ||||||||||||||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||||||||||||||
|
|
|
|
Reported |
|
Adjustment (1) |
|
Revised |
|
|
|
Reported |
|
Adjustment (1) |
|
Revised |
| ||||||||
Americas |
|
$ |
258,682 |
|
$ |
263,398 |
|
$ |
(18,806 |
) |
$ |
244,592 |
|
$ |
661,516 |
|
$ |
683,920 |
|
$ |
(55,244 |
) |
$ |
628,676 |
|
EMEA |
|
238,143 |
|
233,132 |
|
12,981 |
|
246,113 |
|
596,719 |
|
595,188 |
|
37,287 |
|
632,475 |
| ||||||||
Asia Pacific |
|
131,065 |
|
117,970 |
|
5,825 |
|
123,795 |
|
379,551 |
|
351,689 |
|
17,957 |
|
369,646 |
| ||||||||
|
|
$ |
627,890 |
|
$ |
614,500 |
|
$ |
— |
|
$ |
614,500 |
|
$ |
1,637,786 |
|
$ |
1,630,797 |
|
$ |
— |
|
$ |
1,630,797 |
|
(1) During fiscal year 2013, the Company determined that net sales to unaffiliated customers by geographic regions previously reported, including the three and nine months ended December 31, 2012, were not properly stated since amounts related to its video conferencing segment and other businesses were improperly allocated solely to the Americas region.
Long-lived assets by geographic region were as follows (in thousands):
|
|
December 31, |
|
March 31, |
| ||
|
|
2013 |
|
2013 |
| ||
Americas |
|
$ |
44,041 |
|
$ |
43,357 |
|
EMEA |
|
5,644 |
|
8,315 |
| ||
Asia Pacific |
|
42,079 |
|
40,952 |
| ||
|
|
$ |
91,764 |
|
$ |
92,624 |
|
|
The following table summarizes restructuring related activities (in thousands):
|
|
Restructuring |
| ||||||||||
|
|
Termination |
|
Lease Exit |
|
|
|
|
| ||||
|
|
Benefits |
|
Costs |
|
Other |
|
Total |
| ||||
March 31. 2012 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Charges |
|
28,655 |
|
1,472 |
|
1,100 |
|
31,227 |
| ||||
Cash payments |
|
(4,766 |
) |
— |
|
(429 |
) |
(5,195 |
) | ||||
Foreign exchange |
|
63 |
|
— |
|
— |
|
63 |
| ||||
June 30, 2012 |
|
23,952 |
|
1,472 |
|
671 |
|
26,095 |
| ||||
Charges (reversals) |
|
(3,816 |
) |
48 |
|
1,097 |
|
(2,671 |
) | ||||
Cash payments |
|
(16,642 |
) |
(52 |
) |
(958 |
) |
(17,652 |
) | ||||
Foreign exchange |
|
— |
|
— |
|
14 |
|
14 |
| ||||
September 30, 2012 |
|
3,494 |
|
1,468 |
|
824 |
|
5,786 |
| ||||
Charges (reversals) |
|
(188 |
) |
(182 |
) |
12 |
|
(358 |
) | ||||
Cash payments |
|
(2,633 |
) |
(1,104 |
) |
(774 |
) |
(4,511 |
) | ||||
December 31, 2012 |
|
673 |
|
182 |
|
62 |
|
917 |
| ||||
Charges (reversals) |
|
16,437 |
|
(30 |
) |
(901 |
) |
15,506 |
| ||||
Cash payments |
|
(3,727 |
) |
(77 |
) |
839 |
|
(2,965 |
) | ||||
March 31, 2013 |
|
13,383 |
|
75 |
|
— |
|
13,458 |
| ||||
Charges |
|
2,004 |
|
330 |
|
— |
|
2,334 |
| ||||
Cash payments |
|
(8,422 |
) |
— |
|
— |
|
(8,422 |
) | ||||
Foreign exchange |
|
(170 |
) |
— |
|
— |
|
(170 |
) | ||||
June 30, 2013 |
|
6,795 |
|
405 |
|
— |
|
7,200 |
| ||||
Charges |
|
4,562 |
|
903 |
|
— |
|
5,465 |
| ||||
Cash payments |
|
(6,535 |
) |
(564 |
) |
— |
|
(7,099 |
) | ||||
September 30, 2013 |
|
4,822 |
|
744 |
|
— |
|
5,566 |
| ||||
Charges |
|
119 |
|
703 |
|
— |
|
822 |
| ||||
Cash payments |
|
(2,429 |
) |
(694 |
) |
— |
|
(3,123 |
) | ||||
December 31, 2013 |
|
$ |
2,512 |
|
$ |
753 |
|
$ |
— |
|
$ |
3,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|