PART I. FINANCIAL INFORMATION |
Page No. |
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Item 1. Financial Statements (unaudited): |
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Balance Sheets as of March 31, 2003 and June 30, 2003 |
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Statements of Operations for the Three Months Ended June 30, 2002 and 2003 |
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Statements of Cash Flows for the Three Months Ended June 30, 2002 and 2003 |
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Notes to Financial Statements |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. Disclosure Controls and Procedures |
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PART II. OTHER INFORMATION |
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Item 4. Submission of Matters to a Vote of Security Holders |
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Item 6. Exhibits and Reports on Form 8-K |
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Signature |
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Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
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Part I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PLANTRONICS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
March 31, June 30,
2003 2003
------------ ------------
ASSETS
Current assets:
Cash, cash equivalents and marketable securities .. $ 59,725 $ 73,614
Accounts receivable, net .......................... 50,503 49,852
Inventory, net .................................... 33,758 37,510
Deferred income taxes ............................. 6,357 6,357
Other current assets .............................. 2,674 1,823
------------ ------------
Total current assets .......................... 153,017 169,156
Property, plant and equipment, net ..................... 36,957 36,136
Intangibles, net ....................................... 3,682 3,518
Goodwill, net .......................................... 9,386 9,386
Other assets, net ...................................... 2,167 2,190
------------ ------------
Total assets ................................... $ 205,209 $ 220,386
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................. $ 13,596 $ 15,071
Accrued liabilities ............................... 27,235 29,319
Income taxes payable .............................. 8,581 8,638
------------ ------------
Total current liabilities ..................... 49,412 53,028
Deferred tax liability ................................. 8,867 8,867
------------ ------------
Total liabilities .............................. 58,279 61,895
------------ ------------
Stockholders' equity:
Preferred stock, $0.01 par value per share; 1,000
shares authorized, no shares outstanding......... -- --
Common stock, $0.01 par value per share; 100,000
shares authorized, 59,728 and 59,967 shares at
March 31, 2003 and June 30, 2003, respectively... 597 600
Additional paid-in capital ........................ 158,160 160,592
Accumulated other comprehensive income (loss) ..... 209 (349)
Retained earnings ................................. 285,350 296,691
------------ ------------
444,316 457,534
Less: Treasury stock (common: 16,090 and 16,183
shares outstanding at March 31, 2003 and
June 30, 2003, respectively) at cost ............ (297,386) (299,043)
------------ ------------
Total stockholders' equity .................... 146,930 158,491
------------ ------------
Total liabilities and stockholders' equity .... $ 205,209 $ 220,386
============ ============
See Notes to Unaudited Condensed Consolidated Financial Statements
PLANTRONICS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three Months Ended
June 30,
--------------------
2002 2003
--------- ---------
Net sales ........................................ $ 80,268 $ 92,786
Cost of sales .................................... 38,810 47,319
--------- ---------
Gross profit ................................. 41,458 45,467
--------- ---------
Operating expenses:
Research, development and engineering ........ 8,250 8,605
Selling, general and administrative .......... 19,606 21,153
--------- ---------
Total operating expenses ................ 27,856 29,758
--------- ---------
Operating income ................................. 13,602 15,709
Interest and other income, net ................... 933 492
--------- ---------
Income before income taxes ....................... 14,535 16,201
Income tax expense ............................... 4,361 4,860
--------- ---------
Net income ....................................... $ 10,174 $ 11,341
========= =========
Basic earnings per common share (Note 5) ......... $ 0.22 $ 0.26
========= =========
Shares used in basic per share calculations....... 45,882 43,669
========= =========
Diluted earnings per common share (Note 5) ....... $ 0.21 $ 0.25
========= =========
Shares used in diluted per share calculations..... 47,722 45,077
========= =========
See Notes to Unaudited Condensed Consolidated Financial Statements
PLANTRONICS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
June 30,
----------------------
2002 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .................................................... $ 10,174 $ 11,341
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ...................... 2,880 3,619
Deferred income taxes .............................. (55) --
Income tax benefit associated with stock options ... 652 1,342
Loss on disposal of fixed assets ................... 13 8
Changes in assets and liabilities:
Accounts receivable, net ........................... (876) 651
Inventory, net ..................................... (1,592) (3,752)
Other current assets ............................... (156) 851
Other assets ....................................... 346 53
Accounts payable ................................... (881) 1,475
Accrued liabilities ................................ 2,180 2,084
Income taxes payable ............................... 1,553 57
---------- ----------
Cash provided by operating activities ......................... 14,238 17,729
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of marketable securities ....... 10,000 5,021
Purchase of marketable securities ....................... -- --
Capital expenditures .................................... (3,501) (2,720)
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Cash provided by investing activities ......................... 6,499 2,301
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CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock .............................. (1,131) (1,833)
Proceeds from sale of treasury stock .................... 530 469
Proceeds from exercise of stock options ................. 538 802
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Cash provided by financing activities ......................... (63) (562)
Effect of exchange rate changes on cash and cash equivalents... 887 (558)
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Net increase in cash and cash equivalents ..................... 21,561 18,910
Cash and cash equivalents at beginning of period .............. 43,048 54,704
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Cash and cash equivalents at end of period .................... $ 64,609 $ 73,614
========== ==========
Supplemental disclosures of cash flow information:
Cash paid for:
Interest ........................................... $ 34 $ 33
Income taxes ....................................... $ 2,143 $ 5,822
See Notes to Unaudited Condensed Consolidated Financial Statements
PLANTRONICS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying interim condensed consolidated financial statements of Plantronics, Inc. ("Plantronics," "we," or "our") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, consistent in all material respects with those applied in our Annual Report on Form 10-K and our Annual Report to Stockholders for the year ended March 31, 2003. The interim financial information is unaudited, but reflects all normal recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Co
mmission. Certain prior period balances have been reclassified to conform to the current period presentation. The interim financial statements should be read in connection with the financial statements in our Annual Report on Form 10-K and our Annual Report to Shareholders for the fiscal year ended March 31, 2003.
2. PERIODS PRESENTED
Our fiscal year-end is the Saturday closest to March 31 and the first fiscal quarter-end is the last Saturday in June. For purposes of presentation, we have indicated our accounting year ending on March 31, and our interim quarterly periods ending on the applicable month-end. Our fiscal quarters ended June 30, 2002, and June 30, 2003, consisted of thirteen weeks each.
3. DETAILS OF CERTAIN BALANCE SHEET COMPONENTS (IN THOUSANDS)
March 31, June 30,
2003 2003
---------- ----------
Cash, cash equivalents and marketable securities:
Cash and cash equivalents ........................... $ 54,704 $ 73,614
Marketable securities ............................... 5,021 --
---------- ----------
$ 59,725 $ 73,614
========== ==========
Accounts receivable, net:
Accounts receivable from customers .................. $ 65,931 $ 64,700
Less: sales returns, promotions and rebates ......... (12,067) (11,351)
Less: allowance for doubtful accounts ............... (3,361) (3,497)
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$ 50,503 $ 49,852
========== ==========
Inventory, net:
Finished goods ...................................... $ 22,664 $ 24,150
Work in process ..................................... 1,229 1,202
Purchased parts ..................................... 18,273 21,118
Less: provision for excess and obsolete inventory ... (8,408) (8,960)
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$ 33,758 $ 37,510
========== ==========
March 31, June 30,
2003 2003
---------- ----------
Property, plant and equipment, net:
Land ................................................ $ 4,693 $ 4,693
Buildings and improvements (useful lives: 7-30 years) 19,189 19,396
Machinery and equipment (useful lives: 2-10 years) .. 61,496 63,992
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85,378 88,081
Less: accumulated depreciation ...................... (48,421) (51,945)
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$ 36,957 $ 36,136
========== ==========
Accrued liabilities:
Employee benefits ................................... $ 12,283 $ 12,383
Accrued advertising and sales and marketing ......... 2,150 2,751
Warranty accrual .................................... 5,905 6,323
Accrued other ....................................... 6,897 7,862
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$ 27,235 $ 29,319
========== ==========
4. FOREIGN CURRENCY TRANSACTIONS
The functional currency of our Mexican manufacturing operations and European sales and logistics headquarters is the U.S. dollar. Accordingly, all revenues and cost of sales related to foreign operations are recorded using the U.S. dollar as functional currency. The functional currency of our foreign sales and marketing offices and research and development facilities is the local currency of the respective operations. The assets and liabilities of the subsidiaries whose functional currencies are other than the U.S. dollar are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date. Income and expense items are translated using the average exchange rate for the period. Cumulative translation adjustments are included in accumulated other comprehensive income (loss), which is reflected as a separate component of stockholders' equity. Foreign currency transaction gains and losses are included in the results of operations.
Plantronics has entered into foreign currency forward contracts, which typically mature in one month, to hedge a portion of our exposure to foreign currency fluctuations of expected foreign currency-denominated receivables, payables and cash balances. We record on the balance sheet at each reporting period the fair value of our forward contracts and record any fair value adjustments in results of operations. Gains and losses associated with currency rate changes on the contracts are recorded in results of operations, as other income (expense), offsetting transaction gains and losses on the related assets and liabilities. Plantronics does not enter into foreign currency forward contracts for trading purposes.
As of June 30, 2003, we had foreign currency forward contracts of approximately $3.1 million denominated in the Euro as a hedge against a portion of our forecasted foreign currency-denominated receivables, payables and cash balances. The following table summarizes our net currency position, and approximate U.S. dollar equivalent (in thousands), at June 30, 2003:
Local USD
Currency Equivalent Position Maturity
----------------- ------------ ----------- -----------
EUR € 2,717 $ 3,100 Sell 1 month
Foreign currency transactions, net of the effect of hedging activity on forward contracts, resulted in a net gain of $0.3 million for the fiscal quarter ended June 30, 2003, which is included in interest and other income in the results of operations, compared to a net gain of approximately $0.3 million in the quarter ended June 30, 2002.
Plantronics periodically hedges foreign currency forecasted transactions related to sales with currency options. These transactions are designated as cash flow hedges. The effective portion of the hedge gain or loss is initially reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into earnings when the hedged exposure affects earnings. Any ineffective portion of related gains or losses are reported to earnings immediately. These currency option contracts generally have maturities of less than one year. Plantronics does not purchase options for trading purposes. As of June 30, 2003, we had foreign currency call option contracts of approximately € 16.7 million and £ 6.5 million denominated in Euros and Great British Pounds, respectively. As of June 30, 2003, we also had foreign currency put option contracts of approximately € 16.7 million and £ 6.5 million denominated in Euros and Great British Pounds, respectively
. Collectively our option contracts hedge a portion of our forecasted foreign denominated sales. The following table summarizes option positions at June 30, 2003 (in thousands):
Balance Sheet Income Statement
---------------------------- ------------ ------------
As of June 30, 2003
Accumulated Other
Comprehensive (Loss)/Income Net Sales Other Income
---------------------------- ------------ ------------
Realized loss on closed
transactions............... -- (184) --
Recognized but unrealized
loss on open transactions.. (1,300) -- --
---------------------------- ------------ ------------
(1,300) (184) --
============================ ============ ============
Foreign currency transactions related to hedging activities on option contracts resulted in a net reduction to revenue of $0.2 million for the quarter ended June 30, 2003. There were no such option contracts in place for the quarter ended June 30, 2002.
5. COMPUTATION OF EARNINGS PER COMMON SHARE
Basic Earnings Per Share ("EPS") is computed by dividing net income available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Basic EPS excludes the dilutive effect of stock options. Diluted EPS gives effect to all dilutive potential common shares outstanding during a period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased using the proceeds from the exercise of stock options. The rise in Plantronics' overall common stock value during the quarter ended June 30, 2003 contributed to the increased number of dilutive potential common shares included in the diluted earnings per share calculation.
The following table sets forth the computation of basic and diluted earnings per share for the three months ended June 30, 2002 and 2003 (in thousands, except earnings per share):
Three Months Ended
June 30,
--------------------
2002 2003
--------- ---------
Net income........................................ $ 10,174 $ 11,341
Weighted average shares outstanding:
Weighted average shares - basic................... 45,882 43,669
Effect of dilutive securities - employee
stock options.................................. 1,840 1,408
--------- ---------
Weighted average shares - diluted................. 47,722 45,077
========= =========
Net earnings per common share-basic............... $ 0.22 $ 0.26
Net earnings per common share-diluted............. $ 0.21 $ 0.25
Dilutive potential common shares consist of employee stock options. Outstanding stock options to purchase approximately 3.9 million and 5.3 million shares of Plantronics' stock at June 30, 2002 and June 30, 2003, respectively, were excluded from the computation of diluted earnings per share because their effect would have been antidilutive and out of the money.
6
. PRO FORMA EFFECTS OF STOCK - BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans based on the fair value of options granted. We have elected to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations, and to provide additional disclosures with respect to the pro forma effects of adoption had we recorded compensation expense as provided in SFAS 123 and Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure as it Relates to Interim Disclosures".
All options in the quarters ended June 30, 2002 and 2003 were granted at an exercise price equal to the market value of Plantronics' Common Stock at the date of grant. The following table sets forth the computation of the effect on net income and earnings per share if Plantronics had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", to stock-based employee compensation for the three months ended June 30, 2002 and 2003 (in thousands, except earnings per share):
Three Months Ended
June 30,
--------------------
2002 2003
--------- ---------
Net income - as reported.......................... $ 10,174 $ 11,341
Less stock based employee compensation determined
under fair value based method, net of tax ..... (3,213) (3,440)
--------- ---------
Net income - pro forma............................ $ 6,961 $ 7,901
========= =========
Earnings per common share:
Basic net income per share - as reported.......... $ 0.22 $ 0.26
Basic net income per share - pro forma........... $ 0.15 $ 0.18
Diluted net income per share - as reported....... $ 0.21 $ 0.25
Diluted net income per share - proforma........... $ 0.15 $ 0.18
The fair value of options at the date of grant was estimated using the Black-Scholes model. The following assumptions were used and weighted-average fair values resulted:
Employee Stock
Stock Option Plans Purchase Plan
Fiscal Quarter Ended Fiscal Quarter Ended
June 30, June 30,
2002 2003 2002 2003
------- ------ ------ ------
Expected dividend yield........... 0.0 0.0 0.0 0.0
Expected life (in years).......... 6.0 6.0 0.5 0.5
Expected volatility............... 59.4 59.5 46.2 46.2
Risk-free interest rate........... 4.5 2.7 1.2 1.2
Weighted-average fair value....... $ 12.93 $ 10.28 $ 3.02 $ 3.02
7. PRODUCT WARRANTY OBLIGATIONS
Plantronics provides for the estimated costs of product warranties at the time revenue is recognized. The specific terms and conditions of those warranties vary depending upon the product sold. In the case of products manufactured by us, our warranties generally start from the delivery date and continue for up to two years depending on the product purchased. Factors that affect our warranty obligation include product failure rates, material usage, and service delivery costs incurred in correcting product failures. We assess the adequacy of our recorded warranty liabilities quarterly and make adjustments to the liability if necessary.
Changes in warranty obligation, which is included as a component of "Accrued liabilities" on the consolidated balance sheets, during the quarter ended June 30, 2003, are as follows (in thousands):
Warranty liability at March 31, 2003................. $ 5,905
Warranty provision relating to product shipped during
the quarter........................................ 2,647
Deductions for warranty claims processed............. (2,229)
---------
Warranty liability at June 30, 2003.................. $ 6,323
=========
8. COMPREHENSIVE INCOME
Comprehensive income includes charges or credits to equity that are not the result of transactions with owners. The components of comprehensive income, net of tax, are as follows (in thousands):
Three Months Ended
June 30,
--------------------
2002 2003
--------- ---------
Net income........................................ $ 10,174 $ 11,341
Unrealized gain (loss) on hedges,
net of tax of $0 and ($390)................... -- (910)
Foreign currency translation,
net of tax of $266 and $222 .................. 621 520
--------- ---------
Other comprehensive income........................ $ 10,795 $ 10,951
========= =========
The decrease in the foreign currency translation adjustment in the current quarter was primarily due to unfavorable fair value adjustments related to cash flow hedges of $1.3 million offset by favorable increases in exchange rates of $0.7 million. The increase in the year ago quarter was solely due to favorable exchange rates. During the three months ended June 30, 2003, the exchange rate for the Euro and the Great British Pound relative to the U.S. dollar increased 6% and 5%, respectively. Also, there was a strengthening of foreign currencies in countries where the local currency is the functional currency of the entity, further accounting for the increase.
9. SEGMENTS AND ENTERPRISE-WIDE DISCLOSURES
SEGMENTS. We are engaged in the design, manufacture, marketing and sales of telecommunications equipment including headsets, telephone headset systems, and other specialty telecommunications products. Plantronics considers itself to operate in one business segment.
PRODUCTS AND SERVICES. We organize our operations to focus on three principal markets: office and contact center products, mobile and computer products, and other specialty products. The following table presents net revenue by market (in thousands):
Three Months Ended
June 30,
--------------------
2002 2003
--------- ---------
Net revenues from unaffiliated customers:
Office and contact center...................... $ 61,568 $ 62,080
Mobile and computer............................ 12,730 23,981
Other specialty products....................... 5,970 6,725
--------- ---------
$ 80,268 $ 92,786
========= =========
MAJOR CUSTOMERS. No one customer accounted for 10% or more of total revenue for the quarters ended June 30, 2002 and 2003, nor did any one customer account for 10% or more of accounts receivable from consolidated sales at the end of such quarters.
GEOGRAPHIC INFORMATION. In geographical reporting, revenues are attributed to the geographical location of the sales and service organizations. The following table presents net revenues and long-lived assets by geographic area (in thousands) but may not actually reflect end-user markets:
Three Months Ended
June 30,
------------------------
2002 2003
----------- -----------
Net revenues from unaffiliated customers:
United States......................... $ 55,614 $ 64,924
Europe, Middle East and Africa...... 16,501 19,183
Asia Pacific and Latin America...... 4,853 5,395
Other International................. 3,300 3,284
----------- -----------
Total International................... 24,654 27,862
----------- -----------
$ 80,268 $ 92,786
=========== ===========
March 31, June 30,
2003 2003
----------- -----------
Long-lived assets:
United States......................... $ 23,907 $ 24,079
International......................... 13,050 12,057
----------- -----------
$ 36,957 $ 36,136
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10. RECENT ACCOUNTING PRONOUNCEMENTS
In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 are effective for Plantronics beginning in the second quarter of fiscal 2004. We believe that the adoption of this standard will have no material impact on our financial statements.
In January 2003, the FASB issued Financial Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. We believe that the adoption of FIN 46 will not have a material impact on our financial position or results of operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133. In particular, this Statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. This Statement is generally effective for contracts entered into or modified after June 30, 2003 and is not expected to have a material impact on our financial statements.
In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 150 ("SFAS 150"), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. We believe the adoption of this standard will not have a material impact on our financial position or results of operations.
11. INTANGIBLES
Aggregate amortization expense on intangibles for the quarter ended June 30, 2002 was $0.2 million. For the quarter ended June 30, 2003, amortization expense was $0.2 million. The following table presents information on acquired intangibile assets (in thousands):
March 31, 2003 June 30, 2003
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
------------- ----------- ------------- -----------
Intangible assets
Technology........................ $ 2,460 $ (817) $ 2,460 $ (889)
State contracts................... 1,300 (232) 1,300 (279)
Patents........................... 700 (125) 700 (150)
Trademarks........................ 300 (54) 300 (64)
Non-compete agreements............ 200 (50) 200 (60)
------------- ----------- ------------- -----------
Total............................. $ 4,960 $ (1,278) $ 4,960 $ (1,442)
============= =========== ============= ===========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CERTAIN FORWARD-LOOKING INFORMATION:
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). In addition, we may from time to time make oral forward-looking statements. These statements may generally be identified by the use of such words as "expect," "anticipate," "believe," "intend," "plan," "will," or "shall," and include, but are not necessarily limited to, all of the statements marked below with an asterisk ("*"). These forward-looking statements are based on current expectations and entail various risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth below under "Risk Factors Affecting Future Operating Results." When reading the sections titled "Results of Operations" and "Financial Condition," you should a
lso read our unaudited condensed consolidated financial statements and related notes included elsewhere herein, our Annual Report on Form 10-K, and the section below entitled "Risk Factors Affecting Future Operating Results." We disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this Quarterly Report.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of Operations are based upon Plantronics' consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies, among others, affect its more
significant judgments and estimates used in the preparation of its consolidated financial statements.
REVENUE RECOGNITION. We recognize revenue net of estimated product returns and expected payments to resellers for customer programs including cooperative advertising, marketing development funds, volume rebates, and special pricing programs. Product returns are provided against revenues upon shipment, based on historical return rates, the product stage relative to its expected life cycle, and assumptions regarding the rate of sell-through to end users from our various channels based on historical sell-through rates. Should product lives vary significantly from our estimates, or should a particular selling channel experience a higher than estimated return rate, or a slower sell-through rate causing inventory build-up, then our estimated returns, which net against revenue, may need to be revised. Reductions to revenue for expected and actual payments to resellers for volume rebates and pricing protection are based on actual expenses incurred during the period, on estimates for what is due
to resellers for estimated credits earned during the period and any adjustments for credits based on actual activity. If market conditions warrant, Plantronics may take action to stimulate demand, which could include increasing promotional programs, decreasing prices, or increasing discounts. Such actions could result in incremental reductions to revenue and margin at the time incentives are offered. To the extent that we reduce pricing, we may incur reductions to revenue for price protection based on our estimate of inventory in the channel that is subject to such pricing actions.
ACCOUNTS RECEIVABLE. We perform ongoing credit evaluations of our customers' financial condition and generally require no collateral from our customers. Plantronics maintains allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is reviewed monthly and adjusted if deemed necessary. If the financial condition of our customers should deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
INVENTORY. We maintain reserves for estimated excess and obsolete inventory based on projected future shipments using historical selling rates, and taking into account market conditions, inventory on-hand, purchase commitments, product development plans and life expectancy, and competitive factors. If markets for Plantronics' products and corresponding demand decline, then additional reserves may be necessary.
WARRANTY. We provide for the estimated cost of warranties at the time revenue is recognized. Our warranty obligation is affected by product failure rates and our costs to repair or replace the products. Should actual failure rates and costs differ from our estimates, revisions to the warranty obligation may be required.
GOODWILL AND INTANGIBLES. As a result of acquisitions we have made, we have goodwill and intangible assets on our balance sheet. These assets affect the amount of future amortization expense and possible impairment charges that we may incur. The determination of the value of goodwill and intangible assets, as well as the useful life of amortizable intangible assets, requires management to make estimates and assumptions that affect our financial statements. We perform an annual impairment review of goodwill. If actual or expected revenue significantly declines, we may be required to record an impairment charge.
DEFERRED TAXES. We record deferred tax assets at the amounts estimated to be realizable. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the value of the corresponding assets, if we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, then an adjustment would be required.
RESULTS OF OPERATIONS:
The following table sets forth items from the Unaudited Condensed Consolidated Statements of Operations as a percentage of net sales:
Three Months Ended
June 30,
--------------------
2002 2003
--------- ---------
Net sales ........................................ 100.0 % 100.0 %
Cost of sales .................................... 48.4 51.0
--------- ---------
Gross profit ................................. 51.6 49.0
--------- ---------
Operating expenses:
Research, development and engineering ........ 10.3 9.3
Selling, general and administrative .......... 24.4 22.8
--------- ---------
Total operating expenses ................ 34.7 32.1
--------- ---------
Operating income ................................. 16.9 16.9
Interest and other income, net ................... 1.2 0.5
--------- ---------
Income before income taxes ....................... 18.1 17.4
Income tax expense ............................... 5.4 5.2
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Net income ....................................... 12.7 % 12.2 %
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NET SALES. Net sales for the quarter ended June 30, 2003, increased by 15.6% to $92.8 million, compared to $80.3 million for the quarter ended June 30, 2002. Compared to the year ago quarter, sales increased on the strength of new headsets for mobile and computer applications and increased sales of our Walker and Ameriphone products. Domestic sales increased 16.7% reflecting strong OEM (original equipment manufacturer) sales to wireless carriers and sales of Bluetooth headsets. Also on the domestic front, sales of our Walker - Ameriphone products for the hearing impaired increased with substantial sales into state programs. International sales were up 13.0% with increased unit sales of new office and contact center products as well as headsets sales for computers.
Overall, we remain cautiously optimistic regarding sales growth, based almost entirely on the strength of demand for new products.* While our net sales have grown over the last quarter, it is not clear the market is growing and that we can sustain our current level of growth.* In addition, macro-economic factors remain uncertain, particularly on the international front. Related to this point, the sales growth in Europe was favorably affected by exchange rates on the Euro and Great British Pound relative to the U.S. Dollar.*
GROSS PROFIT. Gross profit for the quarter ended June 30, 2003, increased in absolute dollars by 9.7% to $45.5 million (49.0% of net sales), compared to $41.5 million (51.6% of net sales) for the quarter ended June 30, 2002. Compared to the year ago quarter, there were several factors contributing to this level of improvement including higher revenues, favorable exchange rates on the Euro and Great British Pound, better utilization of factory overhead and continued progress on cost reductions. As a percent of revenue, gross margins declined by 2.6 percentage points compared to the year ago quarter, due to product mix with strong sales of Bluetooth and lower margin mobile products through our OEM channels.
RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and engineering expenses for the quarter ended June 30, 2003, increased by 4.3% to $8.6 million (9.3% of net sales), compared to $8.3 million (10.3% of net sales) for the quarter ended June 30, 2002, primarily due to timing of new product development and exchange rates (a weaker dollar is favorable to foreign currency denominated revenues but unfavorable to foreign currency denominated operating expenses) for research and development activities performed in Europe. For the year as a whole we are expecting research and development spending to be flat to slightly up in absolute dollars compared to fiscal 2003, but down as a percent of revenue. *
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expenses for the quarter ended June 30, 2003, increased 7.9% to $21.2 million (22.8% of net sales), compared to $19.6 million (24.4% of net sales) for the quarter ended June 30, 2002. Compared to the year ago quarter, costs were higher as a result of exchange rates. We have also increased our overall level of marketing programs related to new product launches and intend to increase those further throughout our fiscal year 2004.* General and administrative spending was flat compared to the year ago quarter.
OPERATING INCOME. Operating income for the quarter ended June 30, 2003, increased by 15.5% to $15.7 million (16.9% of net sales), compared to $13.6 million (16.9% of net sales) for the quarter ended June 30, 2002. The increase in absolute dollars was driven primarily by the increase in revenues.
INTEREST AND OTHER INCOME, NET. Interest and other income for the quarter ended June 30, 2003, was $0.5 million compared to $0.9 million for the quarter ended June 30, 2002, representing a decrease of 47.3%. Compared to the year ago quarter, interest income decreased commensurate with lower prevailing interest rates. Also, in the year ago quarter we received an insurance refund accounting in part for the decrease this year. Foreign exchange gains were flat compared to the year ago quarter.
INCOME TAX EXPENSE. Income tax expense for the quarter ended June 30, 2003 was $4.9 million compared to $4.4 million for the quarter ended June 30, 2002 and represented tax rates of 30.0% for both quarters.
Financial Condition:
OPERATING ACTIVITIES. During the three months ended June 30, 2003, we generated $17.7 million of cash from operating activities, primarily from $11.3 million in net income, depreciation and amortization of $3.6 million, $2.1 million from an increase in accrued liabilities, $1.5 million from an increase in accounts payable, $1.3 million from tax benefit associated with the exercise of stock options, $0.9 million from a decrease in other current assets and $0.7 million from a decrease in accounts receivable. These items were offset in part by an increase of $3.8 million in inventories. In comparison, in the three months ended June 30, 2002, we generated $14.2 million of cash from operating activities, due primarily to $10.2 million in net income, depreciation and amortization of $2.9 million, increases of $2.2 million and $1.6 million in accrued liabilities and income taxes payables, respectively, offset in part by increases of $1.6 million and $0.9 million in invento
ry and accounts receivable, respectively.
INVESTING ACTIVITIES. During the three months ended June 30, 2003 we received $5.0 million from maturities of marketable securities. We incurred capital expenditures of $2.7 million principally for tooling, computers and machinery and equipment. In comparison, during the three months ended June 30, 2002, we received $10.0 million in proceeds from the sale of marketable securities. We incurred capital expenditures of $3.5 million principally for leasehold improvements for facilities renovations and expansions, tooling for new products and computer software costs relating to upgrades for in-house systems.
FINANCING ACTIVITIES. In the three months ended June 30, 2003, we repurchased 122,800 shares of our common stock for $1.8 million and reissued through employee benefit plans 29,705 shares of our treasury stock for $0.5 million. As of June 30, 2003, 142,600 shares remained available for repurchase under our stock repurchase plan. We received $0.8 million in proceeds from the exercise of stock options during the three months ended June 30, 2003. In comparison, during the three months ended June 30, 2002, we repurchased 55,200 shares of our common stock for $1.1 million and reissued through employee benefit plans 26,634 shares of our treasury stock for $0.5 million. As of June 30, 2002, we received $0.5 million in proceeds from the exercise of stock options during the three months ended June 30, 2002.
EFFECT OF EXCHANGE RATE ON NET CHANGES IN CASH AND CASH EQUIVALENTS. During this period, we also recorded $0.6 million in unfavorable currency translation adjustments relating to the recording of the fair value of cash flow hedges of ($1.3) million offset by favorable exchange rate gains of $0.7 million due to strengthening of the Euro and Great British Pound values relative to the U.S. dollar. During the quarter ended June 30, 2002, we recorded $0.9 million in foreign currency translation gains.
LIQUIDITY AND CAPITAL RESOURCES. As of June 30, 2003, we had working capital of $116.1 million, including $73.6 million of cash, cash equivalents and marketable securities, compared to working capital of $103.6 million, including $59.7 million of cash, cash equivalents and marketable securities at March 31, 2003. As of June 30, 2003, we expect to spend an additional $10 million for capital expenditures for the remainder of the fiscal year relating to purchase of tooling, machinery and equipment, furniture and fixtures and building and leasehold improvements.* We expect that any capital expenditure commitments will be funded by cash from operations.*
We have a revolving credit facility with a major bank at $75 million, including a letter of credit subfacility. The facility and subfacility both expire on July 31, 2005. As of July 25, 2003 we had no cash borrowings under the revolving credit facility and $0.4 million outstanding under the letter of credit subfacility. The amounts outstanding under the letter-of-credit subfacility were principally associated with purchases of inventory. The terms of the credit facility contain covenants that materially limit our ability to incur debt and pay dividends, among other matters. These covenants may adversely affect us to the extent we cannot comply with them. We are currently in compliance with the covenants under this agreement.
We believe that our current cash, cash equivalents and marketable securities balances and cash provided by operations, will be sufficient to fund operations for at least the next twelve months.* However, any projections of future financial needs and sources of working capital are subject to uncertainty. See "Certain Forward-Looking Information" and "Risk Factors Affecting Future Operating Results" in this Quarterly Report for factors that could affect our estimates for future financial needs and sources of working capital.
RISK FACTORS AFFECTING FUTURE OPERATING RESULTS:
Investors or potential investors in our stock should carefully consider the risks described below. Our stock price will reflect the performance of our business relative to, among other things, our competition, general economic and market conditions and industry conditions. You should carefully consider the following factors in connection with any investment in our stock. Our business, financial condition and results of operations could be materially adversely affected if any of the risks occur. Should any or all of the following risks materialize, the trading price of our stock could decline and investors could lose all or part of their investment.
We may face further reduction in overall demand for our products if the national or international economic growth declines or experiences a "double-dip" recession.
Our markets have exhibited cyclical behavior since the fourth quarter of fiscal 2001. Our business is affected by general economic conditions in the U.S. and globally, which have led to reduced demand for a variety of goods and services, including many technology products. While certain economic indicators have recently improved, the overall economic and geopolitical environment continues to be challenging and unpredictable. We remain uncertain about the overall level of demand for our products and, consequently, our level of future profitability. In particular, employment levels have not yet risen and we believe our business is heavily influenced by the level of employment and the percentage of workers unemployed. If these trends are worse or last longer than presently anticipated, we may not achieve the level of sales required to achieve our projected financial results, which could in turn materially adversely affect the market price of our stock.
A substantial portion of our sales come from the contact center market and a further decline in demand in that market could materially adversely affect our results.
We have historically derived, and continue to derive, a substantial portion of our net sales from the contact center market. Although we saw a slight increase in sales in this market in the second half of fiscal year 2003, this market has shown signs of saturation in the past year. There was a general reduction in the level of overall market demand for contact center products, and there may also be a surplus of existing inventory in use at contact centers that will slow future demand for our products. While we believe that this market may grow in future periods, this growth could be slow or revenues from this market could continue to decline in response to various factors. For example, consumer resistance to telemarketing, including the recent enactment of legislation enabling consumers to block telemarketing calls could materially adversely affect growth in the contact center market. A continued deterioration in general economic conditions could result in a reduction in the estab
lishment of new contact centers and in capital investments to expand or upgrade existing centers, and we believe this is in fact currently negatively affecting our business. Because of our reliance on the contact center market, we will be affected more by changes in the rate of contact center establishment and expansion and the communications products that contact center agents use than would a company serving a broader market. Any decrease in the demand for contact centers and related headset products could cause a decrease in the demand for our products, which would materially adversely affect our business, financial condition and results of operations.
New product development is risky, and we will be materially adversely affected if we do not respond to changing customer requirements and new technologies.
Our product development efforts historically have been directed toward enhancement of existing products and development of new products that capitalize on our core capabilities. The success of new product introductions is dependent on a number of factors, including the proper selection of new technologies, product features, timely completion and introduction of new product designs, cost-effective manufacture of such products, quality of new products and market acceptance. Although we attempt to determine the specific needs of headset users in our target markets, because almost all of our sales are indirect, we may not always be able to timely and accurately predict end-user requirements. As a result, our products, specifically, our range of Bluetooth products, may not be timely developed, designed to address current or future end-user requirements, offered at competitive prices or achieve broad customer acceptance among end-users, which could materially adversely affect
our business, financial condition and results of operations. Demand for new wireless headsets may not develop as we anticipate. Moreover, we generally incur substantial research and development costs before the technical feasibility and commercial viability of a new product can be ascertained. Accordingly, revenue growth rates and operating margins from new products may not be sufficient to recover the associated development costs.
Historically, the technology used in lightweight communications headsets has evolved slowly. New products have primarily offered stylistic changes and quality improvements, rather than significant new technologies. The technology used in hands-free communications devices, including our products, is evolving more rapidly now than it has historically and we anticipate that this trend may accelerate. We believe this is particularly true for our newer emerging technology products especially in the mobile, computer markets, residential and certain parts of the office market. We believe products designed to serve these markets generally exhibit shorter lifecycles and are increasingly based on open standards and protocols. The end markets served are much larger than the traditional contact center market. This combination of factors may lead to increased commoditization, as a greater number of competitors attempt to introduce products, or reverse engineer our products and offer similar but lower q
uality products at lower price points.
Our success depends upon our ability to enhance existing products, to respond to changing market requirements, and to develop and introduce in a timely manner new products that keep pace with technological developments. Although we strive to be a leader in developing new technologies, products and solutions, the technologies, products and solutions that we choose to pursue may not become as commercially successful as we planned. We may experience difficulties in realizing the expected benefits from our investments in new technologies. If we are unable to develop and introduce enhanced or new products in a timely manner in response to changing market conditions or customer requirements, it will materially adversely affect our business, financial condition and results of operations.
With the historically slow evolution of our products, we have generally been able to phase out obsolete products without significant impact to our operating margins. As we develop new generations of products more quickly, we expect that the pace of product obsolescence will increase concurrently. The disposition of inventories of obsolete products may result in reductions to our operating margins and materially adversely affect our earnings and results of operations.
Increased adoption of speech-activated and voice interactive software products by businesses could limit our ability to grow in the contact center market.
We are seeing a proliferation of speech-activated and voice interactive software in the market place. We have been re-assessing long-term growth prospects for the contact center market given the growth rate and the advancement of these new voice recognition, based technologies. Businesses that first embraced them to resolve labor shortages at the peak of the last economic up cycle are now increasing spending on these technologies in hopes of reducing total costs. We may experience a decline in our sales to the contact center market if businesses increase their adoption of speech-activated and voice interactive software as an alternative to customer service agents. Should this trend continue, it could cause a net reduction in contact center agents and our revenues to this market segment could decline rather than grow in future years.
We are counting on the office, mobile, computer and residential markets to develop, and we could be materially adversely affected if they do not develop as we expect.
While the contact center market is still a substantial portion of our business, we believe that our future prospects will depend in large part on the growth in demand for headsets in the office, mobile, computer and residential markets. These communications headset markets are relatively new and continue to be developed. Moreover, we do not have extensive experience in selling headset products to customers in these markets. If the demand for headsets in these markets fails to develop, or develops more slowly than we currently anticipate, or if we are unable to effectively market our products to customers in these markets, it would have a material adverse effect on the potential demand for our products and on our business, financial condition and results of operations. These headset markets are also subject to general economic conditions and if there is a continued slowing of national or international economic growth, these markets may not materialize to the levels we require to ac
hieve our anticipated financial results, which could in turn materially adversely affect the market price of our stock.
Our quarterly operating results may fluctuate significantly from a number of causes outside our control.
Our quarterly results of operations may vary significantly in the future for a variety of reasons, including the following:
- general economic conditions, compounded by the events on and following September 11, 2001;
- changes in demand for our products, including order cancellation by customers;
- impact of acquired businesses and technologies;
- insolvency of purchasers of our products or failure of purchasers of our products to pay amounts due to us;
- timing and size of orders from customers;
- price erosion;
- inability to ramp production or delays in deliveries of components and subassemblies by our suppliers;
- inability to compete with the pricing pressures in the mobile headset category;
- penalties for cancellation or inability to cancel custom components;
- changes in the mix of products sold by us;
- variances in the timing and amount of engineering and operating expenses;
- distribution channel mix variations;
- changes in the levels of cooperative advertising or market development funding required by retail resellers of our products;
- delays in shipments of our products;
- material product returns and customer credits;
- new product introductions by us or our competitors;
- entrance of new competitors;
- changes in actual or target inventory levels of our channel partners;
- changes in the costs of our raw materials, components and subassemblies;
- seasonal fluctuations in demand and linearity of sales within the quarter; and
- the impact on the U.S. economy due to the continued presence of US troops in Iraq and geopolitical risk factors in Africa, the Middle East and North Korea.
Each of the above factors is difficult to forecast and thus could have a material adverse effect on our business, financial condition and results of operations.
We generally ship most orders during the quarter in which they are received. As a result, quarterly net sales and operating results depend primarily on the volume and timing of orders received during the quarter. It is difficult to forecast orders for a given quarter. Since a large portion of our operating expenses, including rent, salaries and certain manufacturing expenses, are fixed and difficult to reduce or modify, if net sales do not meet our expectations, our business, financial condition and results of operations could be materially adversely affected.
We believe that period-to-period comparisons of our operating results are not necessarily meaningful and should not be relied upon as indicative of future operating results. In addition, our operating results in a future quarter or quarters may fall below the expectations of securities analysts or investors, and, as a result, the price of our common stock might fall.
If we are not able to collect on our accounts receivable due to the general economic decline, we may be materially adversely affected.
If the overall economy continues to slow further, it could affect the financial health of certain purchasers of our products, potentially resulting in the failure of such purchasers to pay amounts that they owe to us. Due to the decline in the economy, the credit risks relating to these resellers/customers have increased. We generally offer our customers certain credit terms, allowing them to pay for products purchased from us between 30 and 60 days or more after we ship the products. Receipt of payment for our products depends on the financial liquidity of those customers. If significant customers, or a significant number of customers, experience liquidity problems, this could affect our ability to collect our accounts receivable, which could materially adversely affect our business, financial condition or results of operations. While we have implemented certain programs to assist us in monitoring and mitigating these risks, there can be no assurance that such programs will be ef
fective in reducing our credit risks. We also continue to monitor credit exposures from weakened financial conditions in certain geographic regions and the impact that such conditions may have on the worldwide economy. We have experienced losses due to defaults by our customers on their accounts payable. Although these losses have not been significant, future payment defaults by customers could harm our business and have a material adverse effect on our operating results and financial condition.
We have strong competitors and will likely face additional competition in the future.
The markets for our products are highly competitive. We compete with a variety of companies in the various markets for communications headsets. Our single largest competitor is GN Netcom, a subsidiary of GN Great Nordic Ltd., a Danish telecommunications conglomerate.
GN Netcom has made a number of acquisitions over the years, most recently, Claria Headsets, an Australian based manufacturer of office, contact center and mobile headsets. We believe the acquisitions of Unex, ACS Wireless, Nortel Liberation, AB Transistor, Jabra, Hello Direct, Sensortech, QuBit and Claria have provided GN Netcom with a broader product line and greater marketing presence than it had prior to these acquisitions. We believe it is reasonable to anticipate that GN Netcom may continue to make additional acquisitions.
We currently operate principally in a multilevel distribution model -- we sell most of our products to distributors who, in turn, resell to dealers or end-customers. GN Netcom's acquisitions indicate it may be moving towards a direct sales model, since six of the nine acquisitions were of companies employing direct sales and marketing models. While we believe that our business and our customers benefit from our current distribution structure, if GN Netcom or other competitors sell directly, they may offer lower prices which could materially adversely affect our business and results of operations. Labtec, Inc. was acquired by Logitech International S.A. in March 2001 and is a significant competitor in the computer headset market. Logitech is a manufacturer and seller of computer accessory products. Following this acquisition, Labtec gained greater resources with which to compete with us than it had prior to the acquisition. In addition, it has expanded its product offerings to include mobil
e headsets to address the changing regulatory environment regarding driver safety and mobile phone usage.
We anticipate that we will face additional competition from companies that currently do not offer communications headsets. This is particularly true in the office, mobile, computer and residential markets. The mobile businesses of Sony Corporation and Telefonaktiebolaget LM Ericsson in merged in 2001. Since then, the joint venture has announced the launch of several Bluetooth handsfree solutions.
On October 25, 2002, Danish manufacturer of audiology products, William Demant Holdings A/S, and Germany's maker of professional electroacoustic products, Sennheiser Electronics Gmbh & Co. KG, announced the establishment of a joint venture in the telecommunication headset industry, Sennheiser Communications A/S
. We expect the combination of William Demant Holdings' technology expertise with Sennheiser's established distribution channels will create additional competition.
We anticipate other competition from consumer electronics companies that currently manufacture and sell mobile phones or computer peripheral equipment. These new competitors are likely to be larger, offer broader product lines, bundle or integrate with other products communications headset tops and bases manufactured by them or others, offer products containing bases that are incompatible with our headset tops and have substantially greater financial, marketing and other resources than we do.
We anticipate that we will also face additional competition from companies, principally located in the Far East, which offer very low cost headset products, including products which are modeled on, or are direct copies of our products. These new competitors are likely to offer very low cost products which may result in price pressure in the market. If market prices are substantially reduced by such new entrants into the headset market, our business, financial condition or results of operations could be materially adversely affected.
We believe that the market for lightweight communications headsets is showing some signs of commoditization. In particular, we believe that our competitors, especially GN Netcom, have chosen to compete more on price than they have historically. While this has long been true of competitors from the Far East, and has been true of GN for the last two years or so, we think the trend remains and that customers are also more receptive to lower cost products, even when the quality, service or total value of the offer may be notably lower as well. In April 2003, GN announced the closing of Hello Direct's headquarters in San Jose, California and the consolidation of that subsidiary into GN's North American headquarters in Nashua, New Hampshire, while moving substantially all of Hello Direct's manufacturing operations to Asia. This move may enable GN to drive their prices down even further.
Historically, our expertise in acoustics and design has allowed us to design, develop and manufacture products with the levels of sound quality enabling us to meet the needs of our customers. Due to technological advances such as better digital signal processing, our current and future competitors may be able to develop products with the same or better audio quality at lower costs. These competitors will be able to compete more effectively in terms of product quality or price that could materially adversely affect our business and results of operations.
We believe that important competitive factors for us are:
- price;
- product reliability;
- product features;
- product mix;
- customer service and support;
- marketing;
- reputation;
- distribution;
- ability to meet delivery schedules; and
- warranty terms and product life.
If we do not compete successfully with respect to any of these or other factors it could materially adversely affect our business, financial condition and results of operations. Further, if we do not successfully develop and market products that compete successfully with those of our competitors, it would materially adversely affect our business, financial condition and results of operations.
If we do not match production to demand, we will be at risk of losing business or our gross margins could be materially adversely affected.
Historically, we have generally been able to increase production to meet increasing demand. However, the demand for our products is dependent on many factors and such demand is inherently difficult to forecast. We have experienced sharp fluctuations in demand, especially for headsets for wireless and cellular phones. Significant unanticipated fluctuations in demand and the global trend towards consignment of products could cause the following operating problems, among others:
- If forecasted demand does not develop, we could have excess production or excess capacity. Excess production could result in higher inventories of finished products, components and subassemblies. If we were unable to sell these inventories, we would have to write off some or all of our inventories of excess products and unusable components and subassemblies. Excess manufacturing capacity could lead to higher production costs and lower margins.
- Significant reduction in production levels to address decreases in demand may leave us unprepared to meet a rapid increase in demand for our products.
- If demand increases beyond that forecasted, we would have to rapidly increase production. We depend on suppliers to provide additional volumes of components and subassemblies, and are experiencing greater dependencies on single source suppliers. Therefore, we might not be able to increase production rapidly enough to meet unexpected demand. This could cause us to fail to meet customer expectations. There could be short-term losses of sales while we are trying to increase production. If customers turn to competitive sources of supply to meet their needs, there could be a long-term impact on our revenues.
- Rapid increases in production levels to meet unanticipated demand could result in higher costs for components and subassemblies, increased expenditures for freight to expedite delivery of required materials, and higher overtime costs and other expenses. These higher expenditures could lower our profit margins. Further, if production is increased rapidly, there may be decreased manufacturing yields, which may also lower our margins.
- The introduction of the new Bluetooth headsets presents many significant manufacturing, marketing and other operational risks and uncertainties, including: developing and marketing these wireless headset products; unforeseen delays or difficulties in introducing and achieving volume production of such products; our dependence on third parties to supply key components, many of which have long lead times; and our ability to forecast demand and customer return rates accurately for this new product category for which relevant data is incomplete or not available. We have longer lead times with certain suppliers than commitments from some of our customers. In particular, a major customer only provides us with a 45 day commitment while we commit to over $3 million of inventory purchases beyond this time period. As this inventory is unique to this customer and we have no alternative means of selling any finished products, this could potentially result in significant write-downs of excess inve
ntories.
Any of the foregoing problems could materially adversely affect our business, financial condition and results of operations.
We expect to make future acquisitions and acquisitions involve material risks.
On January 2, 2002, we acquired Ameriphone, a manufacturer of specialty products for the hearing impaired community. We may in the future acquire other companies. There are inherent risks in the acquisition of another company that could materially adversely affect our business, financial condition and results of operations. The types of risks faced in connection with acquisitions include:
- cultural differences in the conduct of business;
- difficulties in integration of the operations, technologies, and products of the acquired company;
- the risk of diverting management's attention from normal daily operations of the business;
- potential difficulties in completing projects associated with purchased in-process research and development;
- risks of entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;
- the abilities of representatives, distributors, OEM customers and other resellers which are retained by the acquired company or customers of the acquired company;
- differences in the business information systems of the companies;
- difficulties in integrating the transactions and business information systems of the acquired company; and
- the potential loss of key employees of the acquired company.
Mergers and acquisitions, particularly those of high-technology companies, are inherently risky, and no assurance can be given that the Ameriphone acquisition, or future acquisitions, will be successful and will not materially adversely affect our business, operating results or financial condition. We must also manage any such growth effectively. Failure to manage growth effectively and successfully integrate acquisitions made by us could materially harm our business and operating results.
We depend on our suppliers and failure of our suppliers to provide quality components or services in a timely manner could adversely affect our results.
Our growth and ability to meet customer demands depend in part on our capability to obtain timely deliveries of raw materials, components, subassemblies and products from our suppliers. We buy raw materials, components and subassemblies from a variety of suppliers and assemble them into finished products. We also have certain of our products manufactured for us by third party suppliers. The cost, quality, and availability of such goods are essential to the successful production and sale of our products. Obtaining raw materials, components, subassemblies and finished products entails various risks, including the following:
- We obtain certain raw materials, subassemblies, components and products from single suppliers, and alternate sources for these items are not readily available. To date, we have experienced only minor interruptions in the supply of these raw materials, subassemblies, components and products, none of which has significantly affected our results of operations. Current adverse economic conditions could lead to a higher risk of failure of our suppliers to remain in business or to be able to purchase the raw materials, subcomponents and parts required by them to produce and provide to us the parts we need. An interruption in supply from any of our single source suppliers in the future would materially adversely affect our business, financial condition and results of operations.
- Prices of raw materials, components and subassemblies may rise. If this occurs and we are not able to pass these increases on to our customers or to achieve operating efficiencies that would offset the increases, it would have a material adverse effect on our business, financial condition and results of operations.
- Due to the lead times required to obtain certain raw materials, subassemblies, components and products from certain foreign suppliers, we may not be able to react quickly to changes in demand, potentially resulting in either excess inventories of such goods or shortages of the raw materials, subassemblies, components and products. Lead times are particularly long on silicon-based components incorporating radio frequency and digital signal processing technologies and such components are an increasingly important part of our product costs. Failure in the future to match the timing of purchases of raw materials, subassemblies, components and products to demand could increase our inventories and/or decrease our revenues, consequently materially adversely affecting our business, financial condition and results of operations.
- Most of our suppliers are not obligated to continue to provide us with raw materials, components and subassemblies. Rather, we buy most raw materials, components and subassemblies on a purchase order basis. If our suppliers experience increased demand or shortages, it could affect deliveries to us. In turn, this would affect our ability to manufacture and sell products that are dependent on those raw materials, components and subassemblies. This would materially adversely affect our business, financial condition and results of operations.
- Although we generally use standard raw materials, parts and components for our products, the high development costs associated with emerging wireless technologies permits us to work with only a single source of silicon chip-sets on any particular new product. We, or our chosen supplier of chip-sets, may experience challenges in designing, developing and manufacturing components in these new technologies which could affect our ability to meet time to market schedules. Due to our dependence on single suppliers for certain chip sets, we could experience higher prices, a delay in development of the chip-set, and/or the inability to meet our customer demand for these new products. Our business, operating results and financial condition could therefore be materially adversely affected as a result of these factors.
We sell our products through various channels of distribution and a failure of those channels to operate as we expect could decrease our revenues.
We sell substantially all of our products through distributors, retailers, OEMs and telephony service providers. Our existing relationships with these parties are not exclusive and can be terminated by either party without cause. Our channel partners also sell or can potentially sell products offered by our competitors. To the extent that our competitors offer our channel partners more favorable terms, such partners may decline to carry, de-emphasize or discontinue carrying our products. In the future, we may not be able to retain or attract a sufficient number of qualified channel partners. Further, such partners may not recommend, or continue to recommend, our products. In the future, our OEM customers or potential OEM customers may elect to manufacture their own products, similar to those we currently sell to them. The inability to establish or maintain successful relationships with distributors, OEMs, retailers and telephony service providers or to expand our distribution chann
els could materially adversely affect our business, financial condition or results of operations.
As a result of the growth of our mobile headset business, our customer mix is changing and certain OEMs and wireless carriers are becoming significant. This greater reliance on certain large customers could increase the volatility of our revenues and earnings.
Our distribution channels generally hold inventories of our products, determined in their own business judgment to be sufficient to meet their customer's delivery requirements. Such inventory levels are subject to market conditions, business judgment by the reseller and our ability to meet their time-to-ship needs. Rapid reductions by our distributors, OEMs, retailers and other customers in the levels of inventories held in our products could materially adversely affect our business, financial condition or results of operations. We are also exposed to long lead term commitments with certain suppliers for a key component while such exposure is not similarly passed through to our customers. We may be at risk for these components if our customer reject or cancel orders unexpectedly or with inadequate notice.
Our stock price may be volatile and your investment in Plantronics stock could be lost.
The market price for our common stock may continue to be affected by a number of factors, including:
- uncertain economic conditions and the decline in investor confidence in the market place;
- the announcement of new products or product enhancements by us or our competitors;
- the loss of services of one or more of our executive officers or other key employees;
- quarterly variations in our or our competitors' results of operations;
- changes in our published forecasts of future results of operations;
- changes in earnings estimates or recommendations by securities analysts;
- developments in our industry;
- sales of substantial numbers of shares of our common stock in the public market;
- general market conditions; and
- other factors unrelated to our operating performance or the operating performance of our competitors.
In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many technology companies, in particular, and that have often been unrelated to the operating performance of these companies. Such factors and fluctuations, as well as general economic, political and market conditions, such as recessions, could materially adversely affect the market price of our common stock.
If there are problems that affect our principal manufacturing facility in Mexico, we could face losses in revenues or material increases in costs of our operations.
The majority of our manufacturing operations are currently performed in a single facility in Tijuana, Mexico. A fire, flood or earthquake, political unrest or other disaster or condition affecting our facility could have a material adverse effect on our business, financial condition and results of operations. While we have developed a disaster recovery plan and believe we are adequately insured with respect to this facility, we may not be able to implement the plan effectively or on a timely basis or recover under applicable insurance policies.
We have significant foreign operations and there are inherent risks in operating abroad.
During our first quarter of fiscal 2004, approximately 30% of our net sales were derived from customers outside the United States. In addition, we conduct the majority of our headset assembly operations in our manufacturing facility located in Mexico, and we obtain most of the components and subassemblies used in our products from various foreign suppliers. We also purchase a growing number of turn-key products directly from Asia. The inherent risks of international operations, either in Mexico or in Asia, could materially adversely affect our business, financial condition and results of operations. The types of risks faced in connection with international operations and sales include:
- cultural differences in the conduct of business;
- greater difficulty in accounts receivable collection;
- unexpected changes in regulatory requirements;
- tariffs and other trade barriers;
- economic and political conditions in each country;
- management and operation of an enterprise spread over various countries; and
- the burden of complying with a wide variety of foreign laws.
Our foreign operations put us at risk of loss if there are material changes in currency values as compared to the U.S. dollar.
A significant portion of our business is conducted in currencies other than the U.S. dollar. Substantially all of our sales outside of North America are transacted in the Euro or local currencies. We are therefore exposed to risks associated with fluctuations in exchange rates that can affect our revenue and gross margins and can also generate currency transaction gains and losses.
We administer programs designed to reduce our foreign currency net asset exposure and our economic exposure, and were successful during the quarters ended June 30, 2002 and 2003, in reducing transaction and economic gains and losses that are accounted for in other income/expense, and revenues, respectively. However, there can be no assurance that our hedging policy will be effective in continuing to reduce transaction and/or economic gains and losses. There can be no assurance that we will not continue to experience currency losses in the future, nor can we predict the effects of future exchange rate fluctuations on future operating results. To the extent that sales to our foreign customers increase or transactions in foreign currencies increase, our business, financial condition and results of operations could be materially adversely affected by exchange rate fluctuations.
Changes in regulatory requirements may adversely impact our gross margins as we comply with such changes or reduce our ability to generate revenues if we are unable to comply.
Our products must meet the requirements set by regulatory authorities in the numerous jurisdictions in which we sell them. As regulations and local laws change, we must modify our products to address those changes. Regulatory restrictions may increase the costs to design and manufacture our products, resulting in a decrease in demand for our products if the costs are passed along or a decrease in our margins. Compliance with regulatory restrictions may impact the technical quality and capabilities of our products, reducing their marketability.
The terrorist attacks on New York City on September 11, 2001, marked a turning point in current U.S. political, military and security strategies which we believe have, and may continue to, adversely impact our business, both directly and indirectly.
The events of September 11th, 2001 and its aftermath contributed to a slowing in the economy. We believe that one direct impact of the attacks is the reduction of contact center agents in the travel and leisure industries. We are indirectly affected by the continuing concern on future terrorist attacks on U.S. soil. We are unable to estimate the impact these threats and their consequences have on our business, however, we expect that as these events adversely affect the global economy in general, our financial condition, our operations and our prospects will be similarly adversely affected.
We have intellectual property rights that could be infringed by others and we are potentially at risk of infringement of the intellectual property rights of others.
Our success will depend in part on our ability to protect our copyrights, patents, trademarks, trade dress, trade secrets, and similar intellectual property, including our rights to certain domain names. We rely primarily on a combination of nondisclosure agreements and other contractual provisions as well as patent, trademark, trade secret, and copyright laws to protect our proprietary rights. Effective trademark, patent, copyright, and trade secret protection may not be available in every country in which our products and media properties are distributed to customers worldwide. We currently hold 77 United States patents and additional foreign patents and will continue to seek patents on our inventions when we believe it to be appropriate. The process of seeking patent protection can be lengthy and expensive. Patents may not be issued in response to our applications, and patents that are issued may be invalidated, circumvented or challenged by others. If we are required to enforce
our patents or other proprietary rights through litigation, the costs and diversion of management's attention could be substantial. In addition, the rights granted under any patents may not provide us competitive advantages or be adequate to safeguard and maintain our proprietary rights. Moreover, the laws of certain countries do not protect our proprietary rights to the same extent as do the laws of the United States. If we do not enforce and protect our intellectual property rights, it could materially adversely affect our business, financial condition and results of operations.
We are exposed to potential lawsuits alleging defects in our products and/or hearing loss caused by our products.
The use of our products exposes us to the risk of product liability and hearing loss claims. These claims have in the past been, and are currently being, asserted against us. None of the previously resolved claims have materially affected our business, financial condition or results of operations, nor do we believe that any of the pending claims will have such an effect.* Although we maintain product liability insurance, the coverage provided under our policies could be unavailable or insufficient to cover the full amount of any such claim. Therefore, successful product liability or hearing loss claims brought against us could have a material adverse effect upon our business, financial condition and results of operations.
Our mobile headsets are used with mobile telephones. There has been continuing public controversy over whether the radio frequency emissions from mobile telephones are harmful to users of mobile phones. We believe that there is no conclusive proof of any health hazard from the use of mobile telephones but that research in this area is incomplete. We have tested our headsets through independent laboratories and have found that use of our headsets reduces radio frequency emissions at the user's head to virtually zero. However, if research was to establish a health hazard from the use of mobile telephones or public controversy grows even in the absence of conclusive research findings, there could be an adverse impact on the demand for our mobile phones, which reduces demands for headset products.
There is also continuing and increasing public controversy over the use of mobile telephones by operators of motor vehicles. While we believe that our products enhance driver safety by permitting a motor vehicle operator to generally be able to keep both hands-free to operate the vehicle, there is no certainty that this is the case and we may be subject to claims arising from allegations that use of a mobile telephone and headset contributed to a motor vehicle accident. We maintain product liability insurance and general liability insurance that we believe would cover any such claims. However, the coverage provided under our policies could be unavailable or insufficient to cover the full amount of any such claim. Therefore, successful product liability claims brought against us could have a material adverse effect upon our business, financial condition and results of operations.
We are exposed to potential litigation from third parties which is costly to defend and consumes management's time and could possibly divert focus away from our business.
From time to time, third parties, including our competitors, may assert intellectual property rights or other commercial claims against us. These claims, if they are asserted, could result in costly litigation and diversion of management's attention regardless of the merit of a claim. In addition, we may not ultimately prevail in any such litigation or be able to license any valid and infringed patents from such third parties on commercially reasonable terms, if at all. Any infringement claim or other litigation against us could materially adversely affect our business, financial condition and results of operations.
While we believe we comply with environmental laws and regulations, we are still exposed to potential risks from environmental matters.
We are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use, discharge and disposal of hazardous substances in the ordinary course of our manufacturing process. Although we believe that our current manufacturing operations comply in all material respects with applicable environmental laws and regulations, environmental legislation has been enacted and may in the future be enacted or interpreted to create environmental liability with respect to our facilities or operations. We have included in our financial statements a reserve of $1.5 million for possible environmental remediation of the site of one of our previous businesses. While no claims have been asserted against us in connection with this matter, such claims could be asserted in the future and any liability that might result could exceed the amount of the reserve.
We have several significant stockholders, and given the low trading volume of our stock, if they sell their shares in a short period of time we could see an adverse effect on the market price of our stock.
As of July 25, 2003, we had 43,848,932 shares of common stock outstanding. These shares are freely tradable except for approximately 6,970,099 shares held by affiliates of Plantronics. These approximately 6,970,099 shares may be sold in reliance on Rule 144 under the Securities Act, or pursuant to an effective registration statement filed with the Securities and Exchange Commission.
Approximately 10,609,067 additional shares are subject to outstanding stock options as of July 25, 2003. The issuance of these shares upon exercise of stock options has been registered. Accordingly, to the extent that these shares vest and are issued in the future, they may be freely resold by stockholders who are not our affiliates. Our affiliates may resell these shares to the extent permitted by Rule 144 under the Securities Act.
Our stock is not heavily traded. The average daily trading volume of our stock in the first quarter of fiscal 2004 was 314,217 shares per day with a median volume in that period of 283,600 shares per day. Sales of a substantial number of shares of our common stock in the public market by any of our officers, directors or other stockholders could adversely affect the prevailing market price of our common stock and impair our ability to raise capital through the sale of equity securities.
Our business could be materially adversely affected if we lose the benefit of the services of Ken Kannappan or other key personnel.
Our success depends to a significant extent upon the services of a limited number of executive officers and other key employees. The unanticipated loss of the services of our president and chief executive officer, Mr. Kannappan, or one or more of our other executive officers or key employees could have a material adverse effect upon our business, financial condition and results of operations.
We also believe that our future success will depend in large part upon our ability to attract and retain additional highly skilled technical, management, sales and marketing personnel. Competition for such personnel is intense. We may not be successful in attracting and retaining such personnel, and our failure to do so could have a material adverse effect on our business, operating results or financial condition.
Provisions in our charter documents and Delaware law and our adoption of a stockholder rights plan may delay or prevent a third party from acquiring us, which could decrease the value of our stock.
Our board of directors has the authority to issue preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting and conversion rights, of those shares without any further vote or action by the stockholders. The issuance of our preferred stock could have the effect of making it more difficult for a third party to acquire us. In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which could also have the effect of delaying or preventing our acquisition by a third party. Further, certain provisions of our Certificate of Incorporation and bylaws could delay or make more difficult a merger, tender offer or proxy contest, which could adversely affect the market price of our common stock.
Our board of directors adopted a stockholders right plan in 2002, pursuant to which we distributed one right for each outstanding share of common stock held by stockholders of record as of April 12, 2002. Because the rights may substantially dilute the stock ownership of a person or group attempting to take us over without the approval of our board of directors, the plan could make it more difficult for a third party to acquire us, or a significant percentage of our outstanding capital stock, without first negotiating with our board of directors regarding such acquisition.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discusses our exposure to market risk related to changes in interest rates and foreign currency exchange rates. This discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors including those set forth in "Risk Factors Affecting Future Operating Results."
INTEREST RATE RISK
At June 30, 2003, we had cash and cash equivalents totaling $73.6 million, compared to $54.7 million at March 31, 2003. At June 30, 2003, we had no marketable securities compared to $5.0 million at March 31, 2003. Cash equivalents have an original maturity of ninety days or less; marketable securities have an original maturity of greater than ninety days, but less than one year. We believe we are not currently exposed to significant interest rate risk as the majority of our cash and marketable securities were invested in securities or interest bearing accounts with maturities of less than ninety days. The average maturity period for our investments at June 30, 2003, was less than three months. The taxable equivalent interest rates locked in on those investments ranged from 1.5% to 1.9%. Our investment policy requires that we only invest in deposit accounts, certificates of deposit or commercial paper with minimum ratings of A1/P1 and money market mutual funds with minimum rat
ings of AAA.
Our $75 million revolving credit facility and letter of credit subfacility both expire on July 31, 2005. As of July 25, 2003, we had no cash borrowings under the revolving credit facility and $0.4 million outstanding under the letter of credit subfacility. If we choose to borrow under this facility in the future, and market interest rates rise, then our interest payments would increase accordingly.
FOREIGN CURRENCY EXCHANGE RATE RISK
In the first three months of fiscal 2004, approximately 30% of our net sales were derived from customers outside the United States, with approximately 12.4% of total revenues denominated in foreign currencies, predominately the Euro and the Great British Pound. In fiscal 2002, we implemented a hedging strategy to minimize the effect of these currency fluctuations. Specifically, we began to hedge our European transaction exposure, hedging both our Euro and Great British Pound positions. However, we have no assurance that exchange rate fluctuations will not materially adversely affect our business in the future.
As of June 30, 2003, we had foreign currency exchange contracts of approximately $3.1 million denominated in the Euro as a hedge against a portion of our forecasted foreign currency-denominated receivables, payables and cash balances. The table below provides information about our financial instruments and underlying transactions that are sensitive to foreign currency exchange rates, including foreign currency forward-exchange contracts and nonfunctional currency-denominated receivables and payables. If these net exposed currency positions are subjected to either a 10% appreciation or 10% depreciation versus the U.S. dollar we could incur a loss of $0.7 million or a gain of $0.6 million.
The table below presents the impact on our foreign transactions of a 10% appreciation and a 10% depreciation of the U.S. dollar against the indicated currencies.
June 30, 2003
(in millions) Net
Underlying Net FX FX
Foreign Exposed Gain (Loss) Gain (Loss)
USD Value Currency Long (Short) From 10% From 10%
of Net FX Transaction Currency Appreciation Depreciation
Currency - forward contracts Contracts Exposures Position of USD of USD
- ---------------------------- ----------- ----------- ----------- ----------- -----------
Euro........................ $ 3.1 $ 6.2 $ 3.1 $ (0.7) $ 0.6
Great British Pound......... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net position $ 3.1 $ 6.2 $ 3.1 $ (0.7) $ 0.6
=========== =========== =========== =========== ===========
As of June 30, 2003, we had foreign currency call option contracts of approximately €16.7 million and £6.5 million denominated in Euros and Great British Pounds, respectively. As of June 30, 2003, we also had foreign currency put option contracts of approximately €16.7 million and £6.5 million denominated in Euros and Great British Pounds, respectively. Collectively our option contracts hedge against a portion of our forecasted foreign denominated sales. The table below provides information about our financial instruments and underlying transactions that are sensitive to foreign currency exchange rates, including foreign currency option contracts. If these net exposed currency positions are subjected to either a 10% appreciation or 10% depreciation versus the U.S. dollar we could incur a gain of $2.8 million or a loss of $2.9 million.
The table below presents the impact on our foreign transactions of a 10% appreciation and a 10% depreciation of the U.S. dollar against the indicated option contract type for cash flow hedges:
June 30, 2003
(in millions)
FX FX
Gain (Loss) Gain (Loss)
USD Value From 10% From 10%
of Net FX Appreciation Depreciation
Currency - option contracts Contract of USD of USD
- ---------------------------- ----------- ----------- -----------
Call options............... $ (28.7) $ 1.4 $ (2.7)
Put options................ 28.2 1.4 (0.2)
----------- ----------- -----------
$ (0.5) $ 2.8 $ (2.9)
=========== =========== ===========
ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
(b) Changes in internal control over financial reporting.
There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2003 Annual Meeting of Stockholders of Plantronics, Inc. (the "Company") was held at 345 Encinal Street, Santa Cruz, California on June 27, 2003 (the "Annual Meeting").
At the Annual Meeting, the following six individuals were elected to the Company's Board of Directors.
Nominee |
Votes Cast For |
Withheld or Against |
Patti Hart |
32,308,491 |
7,625,050 |
Ken Kannappan |
39,094,827 |
838,714 |
Trude C. Taylor |
32,235,511 |
7,698,030 |
Marvin Tseu |
39,102,007 |
831,534 |
David A. Wegmann |
32,253,467 |
7,680,074 |
Roger Wery |
32,398,283 |
7,535,258 |
The following additional proposals were considered at the Annual Meeting and were approved by the vote of the Stockholders, in accordance with the tabulation shown below.
(1) Proposal to ratify and approve the increase of 100,000 shares issuable under the 2002 Employee Stock Purchase Plan.
Votes For |
Votes Against/Withheld |
Abstain |
Broker Non-Vote |
38,799,785 |
1,101,225 |
32,531 |
-0- |
(2) Proposal to approve the adoption of the 2003 Stock Plan.
Votes For |
Votes Against/Withheld |
Abstain |
Broker Non-Vote |
21,892,114 |
18,005,187 |
36,240 |
-0- |
(3) Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent public accountants of the Company for the fiscal year ending March 31, 2004.
Votes For |
Votes Against/Withheld |
Abstain |
Broker Non-Vote |
31,894,738 |
8,009,375 |
29,428 |
-0- |
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- Exhibits. The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
Exhibit Number |
Description of Document |
99.1 |
Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
- Reports on Form 8-K
On April 22, 2003, the Company filed a Current Report on Form 8-K announcing the Company's financial results for the year ended March 31, 2003.
SIGNATURE
Pursuant to the requirements of the Exchange Act, Plantronics has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
PLANTRONICS, INC. |
| |
(Registrant) |
| |
|
|
|
By: |
/s/ Barbara V. Scherer |
|
Barbara V. Scherer |
|
Senior Vice President - Finance and Administration and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer of the Registrant) |
Date: August 12, 2003
Certification under Section 302 of the Sarbanes-Oxley Act of 2002
I, S. Kenneth Kannappan, certify that:
- I have reviewed this quarterly report on Form 10-Q of Plantronics, Inc.;
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
- The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
- The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
/s/ S. Kenneth Kannappan
S. Kenneth Kannappan
President and Chief Executive Officer
I, Barbara V. Scherer, certify that:
- I have reviewed this quarterly report on Form 10-Q of Plantronics, Inc.;
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
- The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
- The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 12, 2003
/s/ Barbara V. Scherer
Barbara V. Scherer
Senior Vice President - Finance and Administration and Chief Financial Officer
EXHIBITS INDEX
Exhibit Number |
Description of Document |
99.1 |
Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
