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EX-32.1 - EXHIBIT 32.1 - LOGITECH INTERNATIONAL SAexhibit321q3fy17.htm
EX-31.2 - EXHIBIT 31.2 - LOGITECH INTERNATIONAL SAexhibit312q3fy17.htm
EX-31.1 - EXHIBIT 31.1 - LOGITECH INTERNATIONAL SAexhibit311q3fy17.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
 
ý      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended December 31, 2016
 
Or
 
o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Transition Period from                to                
 
Commission File Number: 0-29174
 
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
 
Canton of Vaud, Switzerland
(State or other jurisdiction
of incorporation or organization)
 
None
(I.R.S. Employer
Identification No.)
 
Logitech International S.A.
Apples, Switzerland
c/o Logitech Inc.
7700 Gateway Boulevard
Newark, California 94560
(Address of principal executive offices and zip code)
 
(510) 795-8500
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ý  No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ý   No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 

1


Large accelerated filer  ý
 
Accelerated filer  o
 
 
 
Non-accelerated filer  o
 
Smaller reporting company  o
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o
  No  ý
 
As of January 9, 2017, there were 161,721,924 shares of the Registrant’s share capital outstanding.
 

2


TABLE OF CONTENTS
 
 
 
Page
 
 
 
Part I
FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
 
Exhibits
 
In this document, unless otherwise indicated, references to the “Company” or “Logitech” are to Logitech International S.A., its consolidated subsidiaries and predecessor entities. Unless otherwise specified, all references to U.S. Dollar, Dollar or $ are to the United States Dollar, the legal currency of the United States of America. All references to CHF are to the Swiss Franc, the legal currency of Switzerland.
 
Logitech, the Logitech logo, and the Logitech products referred to herein are either the trademarks or the registered trademarks of Logitech. All other trademarks are the property of their respective owners.

The Company’s fiscal year ends on March 31. Interim quarters are generally thirteen-week periods, each ending on a Friday of each quarter. The third quarter of fiscal year 2017 ended on December 30, 2016. The same quarter in the prior fiscal year ended on December 25, 2015. For purposes of presentation, the Company has indicated its quarterly periods as ending on the last day of the calendar quarter.


      

3


PART I — FINANCIAL INFORMATION 

ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED) 

LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
 
 
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
 
2016
 
2015
 
2016
 
2015
Net sales
 
$
666,707

 
$
621,079

 
$
1,710,875

 
$
1,587,259

Cost of goods sold
 
418,015

 
412,582

 
1,083,908

 
1,048,312

Amortization of intangible assets and purchase accounting effect on inventory
 
1,929

 

 
4,705

 

Gross profit
 
246,763

 
208,497

 
622,262

 
538,947

Operating expenses:
 
 

 
 

 
 

 
 

Marketing and selling
 
102,036

 
87,295

 
279,700

 
241,924

Research and development
 
32,284

 
29,161

 
96,867

 
85,889

General and administrative
 
24,631

 
24,080

 
75,587

 
77,966

Amortization of intangible assets and acquisition-related costs
 
1,494

 
112

 
4,535

 
447

Change in fair value of contingent consideration for business acquisition
 
(9,925
)
 

 
(9,925
)
 

Restructuring charges (credits), net
 
(33
)
 
(666
)
 
(44
)
 
14,018

Total operating expenses
 
150,487

 
139,982

 
446,720

 
420,244

Operating income
 
96,276

 
68,515

 
175,542

 
118,703

Interest income, net
 
202

 
105

 
263

 
549

Other income (expense), net
 
2,634

 
862

 
943

 
(894
)
Income before income taxes
 
99,112

 
69,482

 
176,748

 
118,358

Provision for income taxes
 
1,647

 
1,442

 
10,297

 
7,006

Net income from continuing operations
 
97,465

 
68,040

 
166,451

 
111,352

Loss from discontinued operations, net of taxes
 

 
(2,954
)
 

 
(20,732
)
Net income
 
$
97,465

 
$
65,086

 
$
166,451

 
$
90,620


 
 
 
 
 
 
 
 
Net income (loss) per share - basic:
 
 

 
 

 
 

 
 

Continuing operations
 
$
0.60

 
$
0.42

 
$
1.03

 
$
0.68

Discontinued operations
 

 
(0.02
)
 

 
(0.13
)
Net income per share - basic
 
$
0.60

 
$
0.40

 
$
1.03

 
$
0.55


 
 
 
 
 
 
 
 
Net income (loss) per share - diluted:
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.59

 
$
0.41

 
$
1.01

 
$
0.67

Discontinued operations
 

 
(0.02
)
 

 
(0.12
)
Net income per share - diluted
 
$
0.59

 
$
0.39

 
$
1.01

 
$
0.55


 
 
 
 
 
 
 
 
Weighted average shares used to compute net income (loss) per share:
 
 

 
 

 
 

 
 

Basic
 
161,977

 
162,669

 
162,070

 
163,521

Diluted
 
165,901

 
165,168

 
165,211

 
165,951

 
 
 
 
 
 
 
 
 
Cash dividend per share
 
$

 
$

 
$
0.57

 
$
0.53

 
The accompanying notes are an integral part of these condensed consolidated financial statements.

4


LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(unaudited)
 
 
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
 
2016
 
2015
 
2016
 
2015
Net income
 
$
97,465

 
$
65,086

 
$
166,451

 
$
90,620

Other comprehensive income (loss):
 
 

 
 

 
 
 
 
Currency translation loss, net of taxes
 
(7,968
)
 
(3,098
)
 
(7,714
)
 
(488
)
Defined benefit pension plans:
 
 

 
 

 


 
 
Net gain and prior service costs, net of taxes
 
1,193

 
283

 
1,520

 
475

Amortization included in operating expenses
 
424

 
400

 
1,289

 
1,233

Hedging gain (loss):
 
 

 
 

 
 
 
 
Deferred hedging gain (loss), net of taxes
 
2,497

 
(62
)
 
4,026

 
(1,236
)
Reclassification of hedging loss (gain) included in cost of goods sold
 
(463
)
 
45

 
432

 
(2,443
)
Other comprehensive loss:
 
(4,317
)
 
(2,432
)
 
(447
)
 
(2,459
)
Total comprehensive income
 
$
93,148

 
$
62,654

 
$
166,004

 
$
88,161

 
The accompanying notes are an integral part of these condensed consolidated financial statements.


5


LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(unaudited)
 
 
December 31,
2016
 
March 31,
2016
Assets
 


 
 
Current assets:
 
 

 
 

Cash and cash equivalents
 
$
513,578

 
$
519,195

Accounts receivable, net
 
277,677

 
142,778

Inventories
 
250,286

 
228,786

Other current assets
 
43,339

 
35,488

Total current assets
 
1,084,880

 
926,247

Non-current assets:
 
 

 
 

Property, plant and equipment, net
 
84,194

 
92,860

Goodwill
 
249,721

 
218,224

Other intangible assets, net
 
50,313

 

Other assets
 
85,728

 
86,816

Total assets
 
$
1,554,836

 
$
1,324,147

Liabilities and Shareholders’ Equity
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
358,196

 
$
241,166

Accrued and other current liabilities
 
247,963

 
173,764

Total current liabilities
 
606,159

 
414,930

Non-current liabilities:
 
 

 
 

Income taxes payable
 
55,573

 
59,734

Other non-current liabilities
 
91,709

 
89,535

Total liabilities
 
753,441

 
564,199

Commitments and contingencies (Note 12)
 


 


Shareholders’ equity:
 
 

 
 

Registered shares, CHF 0.25 par value:
 
30,148

 
30,148

Issued and authorized shares —173,106 at December 31 and March 31, 2016
 


 


Conditionally authorized shares — 50,000 at December 31 and March 31, 2016
 


 


Additional paid-in capital
 
16,336

 
6,616

Less shares in treasury, at cost — 11,298 at December 31, 2016 and 10,697 at March 31, 2016
 
(167,342
)
 
(128,407
)
Retained earnings
 
1,034,685

 
963,576

Accumulated other comprehensive loss
 
(112,432
)
 
(111,985
)
Total shareholders’ equity
 
801,395

 
759,948

Total liabilities and shareholders’ equity
 
$
1,554,836

 
$
1,324,147

 
The accompanying notes are an integral part of these condensed consolidated financial statements.


6


LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 
 
Nine Months Ended
December 31,
 
 
2016
 
2015
Cash flows from operating activities:
 
 

 
 

Net income
 
$
166,451

 
$
90,620

Non-cash items included in net income:
 
 

 
 

Depreciation
 
32,479

 
36,884

Amortization of intangible assets
 
6,618

 
1,536

Loss (gain) on equity-method investment
 
(547
)
 
176

Share-based compensation expense
 
26,354

 
19,875

Excess tax benefits from share-based compensation
 
(6,357
)
 
(2,089
)
Deferred income taxes
 
(473
)
 
2,914

Change in fair value of contingent consideration for business acquisition
 
(9,925
)
 

Changes in operating assets and liabilities, net of acquisitions:
 
 

 
 

Accounts receivable, net
 
(139,414
)
 
(115,814
)
Inventories
 
(15,194
)
 
18,066

Other assets
 
(6,346
)
 
(9,329
)
Accounts payable
 
109,095

 
68,763

Accrued and other liabilities
 
71,549

 
39,244

Net cash provided by operating activities
 
234,290

 
150,846

Cash flows from investing activities:
 
 

 
 

Purchases of property, plant and equipment
 
(23,372
)
 
(50,443
)
Investment in privately held companies
 
(640
)
 
(2,099
)
Acquisitions, net of cash acquired
 
(66,987
)
 

Release of restricted cash
 
715

 

Purchases of trading investments
 
(5,868
)
 
(4,395
)
Proceeds from sales of trading investments
 
5,912

 
4,668

Net cash used in investing activities
 
(90,240
)
 
(52,269
)
Cash flows from financing activities:
 
 

 
 

Payment of cash dividends
 
(93,093
)
 
(85,915
)
Purchases of treasury shares
 
(63,764
)
 
(48,802
)
Proceeds from sales of shares upon exercise of options and purchase rights
 
20,355

 
12,562

Tax withholdings related to net share settlements of restricted stock units
 
(13,054
)
 
(5,357
)
Excess tax benefits from share-based compensation
 
6,357

 
2,089

Net cash used in financing activities
 
(143,199
)
 
(125,423
)
Effect of exchange rate changes on cash and cash equivalents
 
(6,468
)
 
(1,205
)
Net decrease in cash and cash equivalents
 
(5,617
)
 
(28,051
)
Cash and cash equivalents, beginning of the period
 
519,195

 
537,038

Cash and cash equivalents, end of the period
 
$
513,578

 
$
508,987


7


Supplementary Cash Flow Disclosures:
 
 
 
 
Non-cash investing activities:
 
 

 
 

Property, plant and equipment purchased during the period and included in period end liability accounts
 
$
4,044

 
$
3,417

 
 
 
 
 
The following amounts reflected in the statements of cash flows are included in discontinued operations:
Depreciation
 
$

 
$
2,207

Amortization of other intangible assets
 
$

 
$
1,089

Share-based compensation expense
 
$

 
$
584

Purchases of property, plant and equipment
 
$

 
$
1,431

Cash and cash equivalents, beginning of the period
 
$

 
$
3,659

Cash and cash equivalents, end of the period
 
$

 
$
3,905

 
The accompanying notes are an integral part of these condensed consolidated financial statements.

8


LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands)
(unaudited)
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
Accumulated
Other
 
Total
 
Registered Shares
 
Paid-in
 
Treasury Shares
 
Retained
 
Comprehensive
 
Shareholders’
 
Shares
 
Amount
 
Capital
 
Shares
 
Amount
 
Earnings
 
Loss
 
Equity
March 31, 2015
173,106

 
$
30,148

 
$

 
8,625

 
$
(88,951
)
 
$
930,174

 
$
(113,237
)
 
$
758,134

Total comprehensive income

 

 

 

 

 
90,620

 
(2,459
)
 
88,161

Tax effects from share-based awards

 

 
(1,749
)
 

 

 

 

 
(1,749
)
Sales of shares upon exercise of options and purchase rights

 

 
(2,327
)
 
(1,147
)
 
14,889

 

 

 
12,562

Issuance of shares upon vesting of restricted stock units

 

 
(13,484
)
 
(802
)
 
8,127

 

 

 
(5,357
)
Share-based compensation expense

 

 
19,912

 

 

 

 

 
19,912

Purchase of treasury shares

 

 

 
3,502

 
(48,802
)
 

 

 
(48,802
)
Cash dividends

 

 

 

 

 
(85,915
)
 

 
(85,915
)
December 31, 2015
173,106

 
$
30,148

 
$
2,352

 
10,178

 
$
(114,737
)
 
$
934,879

 
$
(115,696
)
 
$
736,946

 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
Accumulated Other
 
Total
 
Registered Shares
 
Paid-in
 
Treasury Shares
 
Retained
 
Comprehensive
 
Shareholders’
 
Shares
 
Amount
 
Capital
 
Shares
 
Amount
 
Earnings
 
Loss
 
Equity
March 31, 2016
173,106

 
$
30,148

 
$
6,616

 
10,697

 
$
(128,407
)
 
$
963,576

 
$
(111,985
)
 
$
759,948

Total comprehensive income

 

 

 

 

 
166,451

 
(447
)
 
166,004

Tax effects from share-based awards

 

 
(1,463
)
 

 

 

 

 
(1,463
)
Sales of shares upon exercise of options and purchase rights

 

 
6,435

 
(1,524
)
 
13,920

 

 

 
20,355

Issuance of shares upon vesting of restricted stock units

 

 
(21,714
)
 
(1,196
)
 
10,909

 
(2,249
)
 

 
(13,054
)
Share-based compensation expense

 

 
26,462

 

 

 

 

 
26,462

Purchases of treasury shares

 

 

 
3,321

 
(63,764
)
 

 

 
(63,764
)
Cash dividends

 

 

 

 

 
(93,093
)
 

 
(93,093
)
December 31, 2016
173,106

 
$
30,148

 
$
16,336

 
11,298

 
$
(167,342
)
 
$
1,034,685

 
$
(112,432
)
 
$
801,395

 
The accompanying notes are an integral part of these condensed consolidated financial statements.


9


LOGITECH INTERNATIONAL S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1 — The Company and Summary of Significant Accounting Policies and Estimates

The Company
 
Logitech International S.A, together with its consolidated subsidiaries, ("Logitech" or the "Company") designs, manufactures and markets products that allow people to connect through music, gaming, video, computing, and other digital platforms.

The Company sells its products to a broad network of domestic and international customers, including direct sales to retailers and indirect sales through distributors.
Logitech was founded in Switzerland in 1981 and Logitech International S.A. has been the parent holding company of Logitech since 1988. Logitech International S.A. is a Swiss holding company with its registered office in Apples, Switzerland, which conducts its business through subsidiaries in the Americas, Europe, Middle East and Africa ("EMEA"), and Asia Pacific. Shares of Logitech International S.A. are listed on both the SIX Swiss Exchange under the trading symbol LOGN and the Nasdaq Global Select Market under the trading symbol LOGI.

Basis of Presentation
 
The condensed consolidated interim financial statements include the accounts of Logitech and its subsidiaries. All intercompany balances and transactions have been eliminated. The condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and therefore do not include all the information required by GAAP for complete financial statements. They should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2016, included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 23, 2016. 

In the opinion of management, these condensed consolidated financial statements include all adjustments, consisting of only normal and recurring adjustments, necessary and in all material aspects, for a fair statement of the results of operations, comprehensive income, financial position, cash flows and changes in shareholders' equity for the periods presented. Operating results for the three and nine months ended December 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2017, or any future periods.
 
Reclassification

Certain amounts from the comparative period in the accompanying unaudited condensed consolidated financial statements have been reclassified to conform to the condensed consolidated financial statement presentation as of and for the three and nine months ended December 31, 2016.

Changes in Significant Accounting Policies
 
There have been no substantial changes in the Company’s significant accounting policies during the nine months ended December 31, 2016 compared with the significant accounting policies described in its Annual Report on Form 10-K for the fiscal year ended March 31, 2016.
 
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Examples of significant estimates and assumptions made by management involve the fair value of goodwill, intangible assets acquired from business acquisitions, warranty liabilities, accruals for discretionary customer programs, sales return reserves, allowance for doubtful accounts, inventory valuation, restructuring charges, contingent consideration from business acquisitions and periodical reassessment of its fair value, share-

10


based compensation expense, uncertain tax positions, and valuation allowances for deferred tax assets. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results could differ materially from those estimates.
 
Recent Accounting Pronouncements 

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 was originally to be effective for the Company on April 1, 2017. In July 2015, the FASB affirmed a one-year deferral of the effective date of the new revenue standard. The new standard will become effective for the Company on April 1, 2018. Early application is permitted but not before the original effective date of annual periods beginning after December 15, 2016. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations" (“ASU 2016-08”); ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" (“ASU 2016-10”); and ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" (“ASU 2016-12”). The Company must adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”). The Company has not yet selected a transition method and is in process of assessing all potential impacts of the new standard. The new revenue standard will be adopted effective April 1, 2018.

In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory (Topic 330)" ("ASU 2015-11"). Topic 330, Inventory, currently requires an entity to measure inventory at the lower of cost or market, with market value represented by replacement cost, net realizable value or net realizable value less a normal profit margin. The amendments in ASU 2015-11 require an entity to measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective in the first quarter of fiscal year 2018 for the Company, with early adoption permitted. The Company does not expect to early adopt this guidance and does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01 “Financial Instruments- Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10)”. The guidance is effective in the first quarter of fiscal year 2018 for the Company, with early adoption permitted. The Company does not expect to early adopt this guidance and does not believe that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02 "Leases (Topic 842)" ("ASU 2016-02"), which requires the recognition of lease assets and lease liabilities arising from operating leases in the statement of financial position. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is evaluating the full effect that ASU 2016-02 will have on its condensed consolidated financial statements and will adopt the standard effective April 1, 2019.

In March 2016, the FASB issued ASU 2016-09 "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). The amendment simplifies several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees' maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. The Company will adopt this standard effective April 1, 2017 and is in the process of evaluating the effect that ASU 2016-09 will have on its condensed consolidated financial statements.

11



In August 2016, the FASB issued ASU 2016-15 "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), which gives guidance and reduces diversity in practice with respect to certain types of cash flows. The Company has early adopted this guidance during the second quarter of fiscal year 2017 and the adoption did not impact its condensed consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16 "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory"  ("ASU 2016-16"), which eliminates the deferral of income tax effects of intra-entity asset transfers until the transferred asset is sold to an unrelated party or recovered through use.  ASU 2016-16, however, does not apply to intra-entity transfer of inventory.  The guidance is effective for annual periods beginning after December 15, 2017 and interim reporting periods within those annual periods.  Early adoption is permitted but only in the first interim period of a fiscal year.  The cumulative effect of change on equity upon adoption is to be quantified under the modified retrospective approach and recorded as of the beginning of the period of adoption.  The Company is evaluating the full effect that ASU 2016-16 will have on its condensed consolidated financial statements and will adopt the standard effective April 1, 2018.

In December 2016, the FASB issued ASU 2016-18 "Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18"), which requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The standard is effective for annual periods beginning after December 15, 2017 and interim reporting periods within those annual periods, with early adoption permitted. The adoption of this standard should be applied using a retrospective transition method to each period presented. The Company does not expect the adoption of ASU 2016-18 will have a material impact on its condensed consolidated financial statements and is evaluating the timing of adoption of this standard.

In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment (Topic 330)"("ASU 2017-04"),  which removes Step 2 from the goodwill impairment test. The standard will be effective for the Company for annual or any interim goodwill impairments in fiscal year beginning December 15, 2019, with early adoption permitted. The Company does not expect the adoption of ASU 2017-14 will have an impact on its condensed consolidated financial statements and is evaluating the timing of adoption of this standard.


Note 2 — Discontinued operations

During the third quarter of fiscal year 2016, the Company's Board of Directors approved a plan to divest the Lifesize video conferencing business. Subsequently, on December 28, 2015 in the fourth quarter of fiscal year 2016, the Company and Lifesize, Inc.(“Lifesize”), a wholly owned subsidiary of the Company which held the assets of the Company’s video conferencing reportable segment, entered into a stock purchase agreement (the “Stock Purchase Agreement”) with entities affiliated with three venture capital firms - Redpoint Ventures, Sutter Hill Ventures and Meritech Capital Partners (the "Venture Investors"). Pursuant to the terms of the Stock Purchase Agreement, the Company sold 2.5 million shares of Series B Preferred Stock of Lifesize to the Venture Investors for cash proceeds of $2.5 million and retained 12 million non-voting shares of Series A Preferred Stock of Lifesize. The shares of Series A Preferred Stock of Lifesize retained by the Company represent 37.5% of the total shares outstanding immediately after the closing of the transactions (the "Closing"). Lifesize also issued 17.5 million shares of Series B Preferred Stock to the Venture Investors for cash proceeds of $17.5 million. The shares of Series B Preferred Stock held by the Venture Investors represent 62.5% of the total shares outstanding immediately after the Closing. In addition, Lifesize reserved 8 million shares of common stock for issuance pursuant to a stock plan to be adopted by Lifesize following the Closing, none of which are issued or outstanding at the Closing. The divestiture of the Lifesize video conferencing business was effective on December 28, 2015. The Stock Purchase Agreement contains representations, warranties and covenants of the parties and includes certain indemnification obligations of the Company to the Venture Investors. See “Note 12 - Commitments and Contingencies” to the condensed consolidated financial statements for more information. The Stock Purchase Agreement also contains certain post-closing working capital adjustments. The Company substantially completed its transition services for Lifesize during the third quarter of fiscal year 2017.

The Company has classified the results of its Lifesize video conferencing business as discontinued operations in its condensed consolidated statements of operations for all periods presented since the disposition of the Lifesize video conferencing business represents a strategic shift that has a major effect on the Company's operations and financial results. The retained Series A Preferred Stock gives the Company no voting rights or any other significant

12


influence over the disposed Lifesize video conferencing business, and therefore is accounted for as a cost method investment which is initially recognized at fair value of $5.6 million at the date of disposition of the Lifesize video conferencing business.

Discontinued operations include results of the Lifesize video conferencing business. Discontinued operations also include other costs incurred by Logitech to effect the divestiture of the Lifesize video conferencing business. These costs include transaction charges, advisory and consulting fees and restructuring cost related to the Lifesize video conferencing business.

The following table presents financial results of the video conferencing segment classified as total discontinued operations for the three and nine months ended December 31, 2015 (in thousands):

 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,

 
2015
 
2015
Net sales
 
$
21,553

 
$
65,554

Cost of goods sold
 
8,240

 
24,951

Gross profit
 
13,313

 
40,603

Operating expenses:
 
 

 


Marketing and selling
 
8,877

 
31,550

Research and development
 
4,924

 
16,592

General and administrative
 
1,836

 
5,308

Restructuring charges, net
 
1,064

 
8,070

Total operating expenses
 
16,701

 
61,520

Operating loss from discontinued operations
 
(3,388
)
 
(20,917
)
Interest and other expense, net
 
(47
)
 
(180
)
Loss from discontinued operations before income taxes
 
(3,435
)
 
(21,097
)
Benefit from income taxes
 
(481
)
 
(365
)
Net loss from discontinued operations
 
$
(2,954
)
 
$
(20,732
)

Note 3 — Business Acquisitions

Jaybird Acquisition

On April 20, 2016 (the "Acquisition Date"), the Company acquired all of the equity interest of JayBird, LLC (“Jaybird”), a Utah limited liability company that develops Bluetooth earbuds, activity trackers, and accessories for sports and active lifestyles, for a purchase price of $54.2 million in cash, including a working capital adjustment and payment of a line-of-credit on behalf of Jaybird, with an additional earn-out of up to $45.0 million based on the achievement of certain net revenue growth targets over approximately a two year period (the "Jaybird Acquisition"). If the net revenue growth targets are met, the Company will pay a maximum of $25.0 million and $20.0 million in fiscal years 2018 and 2019, respectively. The Jaybird Acquisition is expected to accelerate the Company's entry into the wireless wearables space.

The Jaybird transaction meets the definition of a business and is accounted for using the acquisition method. The fair value of consideration transferred for the Jaybird Acquisition consists of the following (in thousands):
 
Purchase price
 
$
54,242

Fair value of contingent consideration (earn-out)
 
18,000

Fair value of total consideration transferred
 
$
72,242


The fair value of the earn-out payments at the Acquisition Date was determined by providing risk-adjusted earnings projections using a Monte Carlo Simulation, which includes inputs that are not observable in the market,

13


and therefore representing a Level 3 measurement. The fair value of this earn-out is discussed further in "Note 8 - Fair Value Measurements" to the condensed consolidated financial statements.

The following table summarizes the preliminary allocation of the total consideration transferred to the estimated fair values of the assets acquired and liabilities assumed at the Acquisition Date (in thousands):
 
 
Estimated Fair Value
Cash and cash equivalents
 
$
255

Accounts receivable
 
272

Inventories
 
10,214

Other current assets
 
611

Property, plant, and equipment
 
1,165

Intangible assets
 
50,280

Other assets
 
27

Total identifiable assets acquired
 
62,824

Accounts payable
 
(10,513
)
Accrued liabilities
 
(1,227
)
Other current liabilities
 
(5,226
)
Other long-term liabilities
 
(283
)
Net identifiable assets acquired
 
$
45,575

Goodwill
 
26,667

Net assets acquired
 
$
72,242


Goodwill is primarily attributable to opportunities and economies of scale from combining the operations and technologies of Logitech and Jaybird. Goodwill is expected to be deductible for tax purposes.

Inventory is estimated at net realizable value, which uses the estimated selling prices, less the cost of disposal and a reasonable profit allowance for the selling efforts. Upon sales of the inventory, the difference between the fair value of the inventories and the amount recognized by the acquiree immediately before the acquisition date, which is $0.7 million, is recognized in "amortization of intangibles assets and purchase accounting effect on inventory" in the condensed consolidated statements of operations.

The Company included Jaybird's estimated fair value of assets acquired and liabilities assumed in its condensed consolidated balance sheets beginning April 20, 2016. The results of operations for Jaybird have been included in the Company's condensed consolidated statements of operations from the Acquisition Date.

The following table sets forth the components of identifiable intangible assets acquired at their estimated fair values and their estimated useful lives as of the Acquisition Date (Dollars in thousands):
 
Preliminary Fair Value
Estimated Useful Life (years)
Developed technology
$
18,450

4
In-process research & development ("IPR&D")
2,550

Not Applicable
Customer relationships
19,900

8
Trade name
9,380

6
Total intangible assets acquired
$
50,280

 

Except for IPR&D, intangible assets acquired as a result of the Jaybird Acquisition are being amortized over their estimated useful lives using the straight-line method of amortization. Amortization of acquired developed technology of $1.2 million and $3.2 million, respectively, during the three and nine months ended December 31, 2016 is included in "Amortization of intangible assets and purchase accounting effect of inventory" in the gross profit of the condensed consolidated statements of operations. Amortization of the intangible assets of customer relationship and trade name of $1.0 million and $2.8 million, respectively, during the three and nine months ended

14


December 31, 2016 is included in "amortization of intangible assets and acquisition-related costs" in the operating expense of the condensed consolidated statements of operations.

Developed technology relates to existing bluetooth wireless sports earbuds. The economic useful life was determined based on the technology cycle related to developed technology of existing products, as well as the cash flows anticipated over the forecasted periods.

Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of Jaybird. The economic useful life was determined based on historical customer turnover rates and the industry benchmarks.

Trade name relates to the “Jaybird” trade name. The economic useful life was determined based on the expected life of the trade name and the cash flows anticipated over the forecasted periods.

The value of developed technology and trade names was estimated using the relief-from-royalty method, an income approach (Level 3), which estimates the cost savings that accrue to the owner of the intangible assets that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset. A royalty rate is applied to the projected revenues associated with the intangible assets to determine the amount of savings, which is then discounted to determine the fair value. The developed technology and trade names were valued using royalty rates of 10% and 2.5%, respectively, and both were discounted at a rate of 16%.

The value of customer relationships was estimated using the excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. To reflect the fact that certain other assets contribute to the cash flows generated, the returns for these contributory assets were removed to arrive at estimated cash flows solely attributable to the customer relationships, which was discounted at a rate of 16%.

The IPR&D is accounted for as an indefinite-lived intangible asset and is not amortized until completion or abandonment of the associated research and development efforts. If the research and development efforts are completed, the IPR&D intangible asset will be amortized over the estimated useful life to be determined as of the date the efforts are completed. IPR&D is tested for impairment annually or periodically if an indicator of impairment exists during the period until completion. The IPR&D related to the X3 earbuds was released during the third quarter of fiscal year 2017 and will be amortized over its estimated useful life of five years.

The Company believes the preliminary value of purchased intangible assets recorded above represent the fair values of, and approximate the amounts a market participant would pay for, these intangible assets as of the Acquisition Date.

Saitek Acquisition

On September 15, 2016, the Company completed the acquisition of the Saitek product line for a total cash consideration of approximately $13.0 million (the "Saitek Acquisition"). Out of the total consideration, $6.7 million was attributed to intangible assets, $4.9 million was attributed to goodwill, and $1.4 million was attributed to net tangible assets acquired. The Saitek Acquisition is expected to enhance the breadth and depth of the Company's product offerings and expand the Company's engineering capabilities in simulation products. The amount of goodwill generated from the Saitek Acquisition is deductible for tax purposes and is not material.

The Company incurred acquisition-related costs for both the Jaybird Acquisition and the Saitek Acquisition of approximately $0.2 million and $1.5 million, in aggregate, for the three and nine months ended December 31, 2016, respectively. The acquisition-related costs are included in "amortization of intangible assets and acquisition-related costs" in the operating expense of the condensed consolidated statements of operations.

For the three and nine months ended December 31, 2016, Jaybird and Saitek contributed a total of $17.4 million and $47.3 million of net sales, respectively.

Pro forma results of operations for both the Jaybird Acquisition and the Saitek Acquisition have not been presented because they are not material to the condensed consolidated statements of operations individually or in aggregate.


15


The fair value of identifiable intangible assets acquired was based on estimates and assumptions made by management at the time of the acquisitions. As additional information becomes available, such as finalization of the estimated fair value of the assets acquired and liabilities assumed and the fair value of contingent consideration, the Company may revise its preliminary purchase price allocations during the remainder of the measurement periods (which will not exceed 12 months from the acquisition dates). Any such revisions or changes may be material as we finalize the fair values of the tangible and intangible assets acquired and liabilities assumed.

Note 4 — Net Income Per Share
 
The computations of basic and diluted net income per share for the Company were as follows (in thousands, except per share amounts):
 
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
 
2016
 
2015
 
2016
 
2015
Net Income (loss):
 
 
 
 
 
 
 
 
Continuing operations
 
$
97,465

 
$
68,040

 
$
166,451

 
$
111,352

Discontinued operations
 

 
(2,954
)
 

 
(20,732
)
Net income
 
$
97,465

 
$
65,086

 
$
166,451

 
$
90,620

 
 
 
 
 
 
 
 
 
Shares used in net income (loss) per share computation:
 
 

 
 

 
 

 
 

Weighted average shares outstanding - basic
 
161,977

 
162,669

 
162,070

 
163,521

Effect of potentially dilutive equivalent shares
 
3,924

 
2,499

 
3,141

 
2,430

Weighted average shares outstanding - diluted
 
165,901

 
165,168

 
165,211

 
165,951

 
 
 
 
 
 
 
 
 
Net income (loss) per share - basic:
 
 

 
 

 
 

 
 

Continuing operations
 
$
0.60

 
$
0.42

 
$
1.03

 
$
0.68

Discontinued operations
 

 
(0.02
)
 

 
(0.13
)
Net income per share - basic
 
$
0.60

 
$
0.40

 
$
1.03

 
$
0.55

 
 
 
 
 
 
 
 
 
Net income (loss) per share - diluted:
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.59

 
$
0.41

 
$
1.01

 
$
0.67

Discontinued operations
 

 
(0.02
)
 

 
(0.12
)
Net income per share - diluted
 
$
0.59

 
$
0.39

 
$
1.01

 
$
0.55

 
Share equivalents attributable to outstanding stock options and restricted stock units ("RSUs") of 1.7 million and 6.3 million for the three months ended December 31, 2016 and 2015, respectively, and 2.8 million and 6.6 million for the nine months ended December 31, 2016 and 2015, respectively, were anti-dilutive and excluded from the calculation of diluted net income per share.
 

16


Note 5 — Employee Benefit Plans
 
Employee Share Purchase Plans and Stock Incentive Plans
 
As of December 31, 2016, the Company offers the 2006 ESPP (2006 Employee Share Purchase Plan (Non-U.S.)), the 1996 ESPP (1996 Employee Share Purchase Plan (U.S.)), the 2006 Plan (2006 Stock Incentive Plan) and the 2012 Plan (2012 Stock Inducement Equity Plan).

The following table summarizes the share-based compensation expense and related tax benefit recognized for the three and nine months ended December 31, 2016 and 2015, excluding balances classified as discontinued operations (in thousands):
 
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
 
2016
 
2015
 
2016
 
2015
Cost of goods sold
 
$
617

 
$
464

 
$
1,930

 
$
1,648

Marketing and selling
 
4,006

 
2,484

 
10,687

 
6,545

Research and development
 
1,176

 
846

 
3,007

 
2,174

General and administrative
 
3,588

 
2,668

 
10,730

 
8,917

Restructuring
 

 

 

 
7

Total share-based compensation expense
 
9,387

 
6,462

 
26,354

 
19,291

Income tax benefit
 
(2,391
)
 
(1,446
)
 
(6,092
)
 
(2,479
)
Total share-based compensation expense, net of income tax
 
$
6,996

 
$
5,016

 
$
20,262

 
$
16,812

 
As of December 31, 2016 and 2015, the Company capitalized $0.6 million and $0.5 million of stock-based compensation expenses as inventory, respectively.
 
Defined Benefit Plans
 
Certain of the Company’s subsidiaries sponsor defined benefit pension plans or non-retirement post-employment benefits covering substantially all of their employees. Benefits are provided based on employees’ years of service and earnings, or in accordance with applicable employee benefit regulations. The Company’s practice is to fund amounts sufficient to meet the requirements set forth in the applicable employee benefit and tax regulations. The cost recorded of $2.8 million and $2.8 million for the three months ended December 31, 2016 and 2015, respectively, and $8.4 million and $8.6 million for the nine months ended December 31, 2016 and 2015, respectively, was primarily related to service costs.
 
Note 6 — Income Taxes
 
The Company is incorporated in Switzerland but operates in various countries with differing tax laws and rates. Further, a portion of the Company’s income before taxes and the provision for (benefit from) income taxes are generated outside of Switzerland.
 
The income tax provision for the three months ended December 31, 2016 was $1.6 million based on an effective income tax rate of 1.7% of pre-tax income, compared to an income tax provision of $1.4 million based on an effective income tax rate of 2.1% of pre-tax income for the three months ended December 31, 2015. The income tax provision for the nine months ended December 31, 2016 was $10.3 million based on an effective income tax rate of 5.8% of pre-tax income, compared to an income tax provision of $7.0 million based on an effective income tax rate of 5.9% for the nine months ended December 31, 2015

The change in the effective income tax rate for the three and nine months ended December 31, 2016, compared to the three and nine months ended December 31, 2015, is due to the mix of income and losses in the various tax jurisdictions in which the Company operates. In the three months ended December 31, 2016 and December 31, 2015, there was a discrete tax benefit of $9.4 million and $8.4 million, respectively, from the reversal of uncertain tax positions from the expiration of statutes of limitations. In the nine months ended December 31, 2015, there was an additional discrete tax benefit of $2.2 million from the preferential income tax rate reduction pursuant to the High and New Technology Enterprise Program in China.

17



As of December 31 and March 31, 2016, the total amount of unrecognized tax benefits due to uncertain tax positions was $66.6 million and $69.9 million, respectively, all of which would affect the effective income tax rate if recognized.
 
The Company had $55.6 million in non-current income taxes payable and $1.5 million in current income taxes payable, including interest and penalties, related to its income tax liability for uncertain tax positions as of December 31, 2016 compared to $59.7 million in non-current income taxes payable and $0.1 million in current income taxes payable as of March 31, 2016. The Company anticipates a settlement with the tax authorities in a foreign jurisdiction in the next twelve months and reclassed $1.4 million from non-current income taxes payable to current income taxes payable as of December 31, 2016.
 
The Company recognizes interest and penalties related to unrecognized tax positions in income tax expense. As of December 31 and March 31, 2016, the Company had $3.5 million and $3.6 million, respectively, of accrued interest and penalties related to uncertain tax positions.
 
Although the Company has adequately provided for uncertain tax positions, the provisions on these positions may change as revised estimates are made or the underlying matters are settled or otherwise resolved. During fiscal year 2017, the Company will continue to review its tax positions and provide for or reverse unrecognized tax benefits as issues arise. During the next twelve months, it is reasonably possible that the amount of unrecognized tax benefits could increase or decrease significantly due to changes in tax law in various jurisdictions, new tax audits and changes in the U.S. dollar as compared to other currencies. Excluding these factors, uncertain tax positions may decrease by as much as $12.1 million from the lapse of the statutes of limitations in various jurisdictions during the next twelve months.


18


Note 7— Balance Sheet Components
 
The following table presents the components of certain balance sheet asset amounts as of December 31 and March 31, 2016 (in thousands): 
 
 
December 31,
2016
 
March 31,
2016
Accounts receivable, net:
 
 

 
 

Accounts receivable
 
$
528,029

 
$
332,553

Allowance for doubtful accounts
 
(597
)
 
(667
)
Allowance for sales returns
 
(22,215
)
 
(18,526
)
Allowance for cooperative marketing arrangements
 
(41,006
)
 
(28,157
)
Allowance for customer incentive programs
 
(83,141
)
 
(60,872
)
Allowance for pricing programs
 
(103,393
)
 
(81,553
)
 
 
$
277,677

 
$
142,778

Inventories:
 
 

 
 

Raw materials
 
$
28,484

 
$
48,489

Finished goods
 
221,802

 
180,297

 
 
$
250,286

 
$
228,786

Other current assets:
 
 

 
 

Income tax and value-added tax receivables
 
$
21,237

 
$
22,572

Prepaid expenses and other assets
 
22,102

 
12,916

 
 
$
43,339

 
$
35,488

Property, plant and equipment, net:
 
 

 
 

Property, plant and equipment at cost
 
$
373,097

 
371,212

Less: accumulated depreciation and amortization
 
(288,903
)
 
(278,352
)
 
 
$
84,194

 
$
92,860

Other assets:
 
 

 
 

Deferred tax assets
 
$
55,773

 
$
56,208

Trading investments for deferred compensation plan
 
14,724

 
14,836

Investments held in privately held companies
 
10,434

 
9,247

Other assets
 
4,797

 
6,525

 
 
$
85,728

 
$
86,816






19


The following table presents the components of certain balance sheet liability amounts as of December 31 and March 31, 2016 (in thousands): 
 
 
December 31,
2016
 
March 31,
2016
Accrued and other current liabilities:
 
 

 
 

Accrued personnel expenses *
 
$
83,645

 
$
46,025

Indirect customer incentive programs
 
51,224

 
28,721

Warranty accrual
 
13,692

 
11,880

Employee benefit plan obligation
 
1,899

 
1,285

Income taxes payable
 
7,163

 
1,553

Contingent consideration for business acquisition - current portion
 
1,688

 

Other current liabilities
 
88,652

 
84,300

 
 
$
247,963

 
$
173,764

Non-current liabilities:
 
 

 
 

Warranty accrual
 
$
8,429

 
$
8,500

Obligation for deferred compensation plan
 
14,724

 
14,836

Employee benefit plan obligation
 
50,843

 
53,909

Deferred rent
 
8,323

 
9,424

Deferred tax liability
 
1,665

 
1,665

Contingent consideration for business acquisition - non-current portion
 
6,387

 

Other non-current liabilities
 
1,338

 
1,201

 
 
$
91,709

 
$
89,535


 * The increase in accrued personnel expenses as of December 31, 2016 compared with March 31, 2016 was primarily due to change in the payment frequency of our cash bonus plan from semi-annual to annual, and a strong performance for the first nine months of fiscal year 2017.

Note 8— Fair Value Measurements
 
Fair Value Measurements
 
The Company considers fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company utilizes the following three-level fair value hierarchy to establish the priorities of the inputs used to measure fair value:
 
Level 1 — Quoted prices in active markets for identical assets or liabilities.
 
Level 2 — Observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
 
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.


20


The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis, excluding assets related to the Company’s defined benefit pension plans, classified by the level within the fair value hierarchy (in thousands): 
 
 
December 31, 2016
 
March 31, 2016
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 

 
 
 
 
 
 

 
 

 
 

Cash equivalents
 
$
340,964

 
$

 
$

 
$
10,000

 
$

 
$

 
 
 

 
 

 
 

 
 

 
 

 
 

Trading investments for deferred compensation plan:
 
 

 
 
 
 
 
 

 
 

 
 

Money market funds
 
$
3,024

 
$

 
$

 
$
3,467

 
$

 
$

Mutual funds
 
11,700

 

 

 
11,369

 

 

Total of trading investments for deferred compensation plan
 
$
14,724

 
$

 
$

 
$
14,836

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
Currency exchange derivative assets
 
$

 
$
825

 
$

 
$

 
$
10

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition-related contingent consideration
 
$

 
$

 
8,075

 
$

 
$

 
$

Currency exchange derivative liabilities
 
$

 
$
69

 
$

 
$

 
$
1,132

 
$

 
The following table summarizes the change in fair value of the Company’s contingent consideration balance during the three and nine months ended December 31, 2016 and 2015 (in thousands):
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2016
 
2015
 
2016
 
2015
Beginning of the period
$
18,000

 
$

 
$

 
$

Fair value of contingent consideration upon acquisition

 

 
18,000

 

Change in fair value of contingent consideration
(9,925
)
 

 
(9,925
)
 

End of the period
$
8,075

 
$

 
$
8,075

 
$


Investment Securities
 
The marketable securities for the Company's deferred compensation plan are recorded at a fair value of $14.7 million and $14.8 million, respectively, as of December 31, 2016 and March 31, 2016, based on quoted market prices. Quoted market prices are observable inputs that are classified as Level 1 within the fair value hierarchy. Unrealized trading gains / (losses) related to trading securities for the three or nine months ended December 31, 2016 and 2015 were not material and are included in "other income (expense), net" in the Company's condensed consolidated statements of operations.

Acquisition-related contingent consideration

The acquisition-related contingent consideration liability arising from the Jaybird Acquisition (see "Note 3 - Business Acquisitions" to the condensed consolidated financial statements for more information) represents the future potential earn-out payments of up to $45 million based on the achievement of certain net revenue targets over approximately a two year period. If the net revenue targets are met, the Company will pay a maximum of $25 million and $20 million in fiscal years 2018 and 2019, respectively. The fair value of the earn-out as of the Acquisition Date was $18 million, which was determined by using a Monte Carlo Simulation that includes significant unobservable inputs such as a risk-adjusted discount rate of 16% and projected net sales of Jaybird over the earn-out period. The fair value is remeasured at each reporting period at the estimated fair value based on the inputs on the date of remeasurement, with the change in fair value recognized as "change in fair value of contingent consideration for business acquisition" in the operating expense section in the condensed consolidated statements

21


of operations. Projected net sales are based on our internal projections, including analysis of the target markets. The fair value of the contingent consideration was decreased to $8.1 million as of December 31, 2016. The change in fair value of contingent consideration results primarily from Jaybird's lower-than-expected net sales during the three months ended December 31, 2016 and revised projected net sales in the remaining earn-out period, primarily driven by supply constraints, an evolving product portfolio and changes in the competitive target market.

Although these estimates are based on management’s best knowledge of current events, the estimates could change significantly from period to period. Any changes to the significant unobservable inputs used, including change in the forecast of net sales for the earn-out periods, may result in change in the fair value of contingent consideration, and could have a material impact on future results of operations. Actual payment of contingent consideration in the future could be different from the current estimated fair value of the contingent consideration.
 
Assets Measured at Fair Value on a Nonrecurring Basis

The Company’s non-marketable cost method investments, and non-financial assets, such as goodwill, intangible assets and property, plant and equipment, are recorded at fair value only upon initial recognition or if an impairment is recognized. There were no impairments of long-lived assets during the three and nine months ended December 31, 2016 or 2015.

Non-marketable cost method investments. These investments are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity, and the fact that inputs used to measure fair value are unobservable and require management's judgment. When certain events or circumstances indicate that impairment may exist, the Company revalues the investments using various assumptions, including the financial metrics and ratios of comparable public companies.

The primary investment included in non-marketable investments is the Company’s investment in Series A Preferred Stock of Lifesize recorded at the fair value of $5.6 million on the date of the Lifesize divestiture.
 
The aggregate recorded amount of cost method investments included in other assets as of December 31, 2016 and March 31, 2016 was $7.4 million.

Note 9 - Derivative Financial Instruments
 
Under certain agreements with the respective counterparties to the Company’s derivative contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same type with a single net amount payable by one party to the other. However, the Company presents its derivative assets and derivative liabilities on a gross basis on the condensed consolidated balance sheets as of December 31, 2016 and March 31, 2016.

The fair values of the Company’s derivative instruments not designated as hedging instruments were not material as of December 31, 2016 or March 31, 2016. The following table presents the fair values of the Company’s derivative instruments designated as hedging instruments on a gross basis in other current assets or accrued and other current liabilities on its condensed consolidated balance sheets as of December 31, 2016 and March 31, 2016 (in thousands):
 
 
Derivatives
 
 
Asset
 
Liability
 
 
December 31,
2016
 
March 31,
2016
 
December 31,
2016
 
March 31,
2016
Cash flow hedges
 
$
825

 
$
10

 
$

 
$
1,038


22


 
The amount of gain (loss) recognized on derivatives not designated as hedging instruments were not material in all periods presented herein. The following table presents the amounts of gains (losses) on the Company’s derivative instruments designated as hedging instruments and their locations on its condensed consolidated statements of operations and condensed consolidated statements of comprehensive income for the three and nine months ended December 31, 2016 and 2015 (in thousands):

 
 
Three Months Ended
December 31,
 
 
Amount of Gain (Loss)
Deferred as a Component of Accumulated
Other Comprehensive Loss After Reclassification to Costs of Goods Sold
 
Amount of Loss (Gain)
Reclassified from Accumulated Other Comprehensive Loss to
Costs of Goods Sold
 
 
2016
 
2015
 
2016
 
2015
Cash flow hedges
 
$
2,034

 
$
(17
)
 
$
(463
)
 
$
45


 
 
Nine Months Ended
December 31,
 
 
Amount of Gain (Loss)
Deferred as a Component of Accumulated
Other Comprehensive Loss After Reclassification to Costs of Goods Sold
 
Amount of Loss (Gain)
Reclassified from Accumulated Other Comprehensive Loss to
Costs of Goods Sold
 
 
2016
 
2015
 
2016
 
2015
Cash flow hedges
 
$
4,458

 
$
(3,679
)
 
$
432

 
$
(2,443
)
 
Cash Flow Hedges
 
The Company enters into currency exchange forward contracts to hedge against exposure to changes in currency exchange rates related to its subsidiaries’ forecasted inventory purchases. The Company has one entity with a Euro functional currency that purchases inventory in U.S. Dollars. The primary risk managed by using derivative instruments is the currency exchange rate risk. However, there can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in currency exchange rates. The Company has designated these derivatives as cash flow hedges. These hedging contracts mature within four months, and are denominated in the same currency as the underlying transactions. Gains and losses in the fair value of the effective portion of the hedges are deferred as a component of accumulated other comprehensive loss until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold. The Company assesses the effectiveness of the hedges by comparing changes in the spot rate of the currency underlying the forward contract with changes in the spot rate of the currency in which the forecasted transaction will be consummated. If the underlying transaction being hedged fails to occur or if a portion of the hedge does not generate offsetting changes in the currency exposure of forecasted inventory purchases, the Company immediately recognizes the gain or loss on the associated financial instrument in other income (expense), net. Such gains and losses were not material during the three and nine months ended December 31, 2016 and 2015. Cash flows from such hedges are classified as operating activities in the condensed consolidated statements of cash flows. The notional amounts of currency exchange forward contracts outstanding related to forecasted inventory purchases were $55.7 million and $39.8 million at December 31, 2016 and March 31, 2016, respectively. The Company estimates that $2.7 million of net gains related to its cash flow hedges included in accumulated other comprehensive loss as of December 31, 2016 will be reclassified into earnings within the next 12 months.
 
Other Derivatives
 
The Company also enters into currency exchange forward and swap contracts to reduce the short-term effects of currency exchange rate fluctuations on certain foreign currency receivables or payables. These contracts generally mature within one month. The primary risk managed by using forward and swap contracts is the currency exchange rate risk. The gains or losses on currency exchange contracts are recognized in other income (expense), net based on the changes in fair value.
 

23


The notional amounts of currency exchange forward and swap contracts outstanding as of December 31 and March 31, 2016 relating to foreign currency receivables or payables were $86.6 million and $63.7 million, respectively. Open forward and swap contracts outstanding as of December 31, 2016 and March 31, 2016 consisted of contracts in Mexican Pesos, Japanese Yen, British Pounds, Taiwanese Dollars, Canadian Dollars and Australian Dollars to be settled at future dates at pre-determined exchange rates.
 
The fair value of all currency exchange forward and swap contracts is determined based on observable market transactions of spot currency rates and forward rates. Cash flows from these contracts are classified as operating activities in the condensed consolidated statements of cash flows.

Note 10 — Goodwill

The Company performed its annual impairment analysis of the goodwill as of December 31, 2016 by performing a qualitative assessment and concluded that it was more likely than not that the fair value of its peripherals reporting unit, the only reportable segment of the Company, exceeded its carrying amount. In assessing the qualitative factors, the Company considered the impact of these key factors: change in industry and competitive environment, growth in market capitalization to $4.0 billion as of December 31, 2016 from $2.5 billion a year ago, and budgeted-to-actual revenue performance from the last twelve months.
 
The following table summarizes the activities in the Company’s goodwill balance during the nine months ended December 31, 2016 (in thousands):
As of March 31, 2016
 
$
218,224

Business acquisitions (See Note 3)
 
31,553

Currency impact
 
(56
)
As of December 31, 2016
 
$
249,721


Note 11 — Financing Arrangements
 
The Company had several uncommitted, unsecured bank lines of credit aggregating $43.2 million as of December 31, 2016. There are no financial covenants under these lines of credit with which the Company must comply. As of December 31, 2016, the Company had outstanding bank guarantees of $18.3 million under these lines of credit. There was no borrowing outstanding under these lines of credit as of December 31, 2016 or March 31, 2016.

Note 12 — Commitments and Contingencies
 
Product Warranties
 
All of the Company’s peripherals products sold are covered by warranty to be free from defects in material and workmanship.  For products launched prior to April 1, 2014, the standard warranty period was up to five years. Starting from April 1, 2014, the standard warranty for all new products launched was changed to two years from date of purchase for European Countries and generally one year from date of purchase for all other countries. At the time of sale, the Company accrues a warranty liability for estimated costs to provide products, parts or services to repair or replace products in satisfaction of the warranty obligation. The Company’s estimate of costs to fulfill its warranty obligations is based on historical experience and expectations of future conditions. When the Company experiences changes in warranty claim activity or costs associated with fulfilling those claims, the warranty liability is adjusted accordingly.
 

24


Changes in the Company’s warranty liability for the three and nine months ended December 31, 2016 and 2015 were as follows (in thousands): 
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
2016
 
2015
 
2016
 
2015
Beginning of the period
$
21,612

 
$
20,399

 
$
20,380

 
$
21,710

Assumed from business acquisition


 

 
1,963

 

Provision
4,521

 
2,023

 
10,861

 
5,815

Settlements
(3,550
)
 
(2,763
)
 
(10,430
)
 
(8,008
)
Currency impact
(462
)
 
(153
)
 
(653
)
 
(11
)
End of the period
$
22,121

 
$
19,506

 
$
22,121

 
$
19,506

 
Other Contingencies
 
In April 2016, the Company entered into a settlement with the SEC related to the accounting for Revue inventory valuation reserves that resulted in the restatement described in the Fiscal Year 2014 Annual Report on Form 10-K, revision to its consolidated financial statements concerning warranty accruals and amortization of intangible assets presented in its Amended Annual Report on Form 10-K/A, filed on August 7, 2013, and its transactions with a distributor for Fiscal Year 2007 through Fiscal Year 2009. The Company entered into the settlement without admitting or denying the findings of the SEC’s investigation and paid a civil penalty of $7.5 million in April 2016.
 
Guarantees
 
Logitech Europe S.A. guaranteed payments of certain third-party contract manufacturers’ purchase obligations. As of December 31, 2016, the maximum amount of this guarantee was $3.8 million, of which $1.7 million of guaranteed purchase obligations were outstanding.

Indemnifications
 
The Company indemnifies certain of its suppliers and customers for losses arising from matters such as intellectual property disputes and product safety defects, subject to certain restrictions. The scope of these indemnities varies, but in some instances, includes indemnification for damages and expenses, including reasonable attorneys’ fees. As of December 31, 2016, no amounts have been accrued for these indemnification provisions. The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under its indemnification arrangements.
 
The Company also indemnifies its current and former directors and certain of its current and former officers. Certain costs incurred for providing such indemnification may be recoverable under various insurance policies. The Company is unable to reasonably estimate the maximum amount that could be payable under these arrangements because these exposures are not limited, the obligations are conditional in nature and the facts and circumstances involved in any situation that might arise are variable.

The stock purchase agreement entered on December 28, 2015 in connection with the investment by three venture capital firms in Lifesize, Inc. contains representations, warranties and covenants of Logitech and Lifesize, Inc. to the Investors. Logitech has agreed, subject to certain limitations, to indemnify the Investors and certain persons related to the Investors for certain losses resulting from breaches of or inaccuracies in such representations, warranties and covenants as well as certain other obligations, including third-party expenses, restructuring costs and pre-closing tax obligations of Lifesize.
 

25


Legal Proceedings
 
From time to time the Company is involved in claims and legal proceedings that arise in the ordinary course of its business. The Company is currently subject to several such claims and a small number of legal proceedings. The Company believes that these matters lack merit and intends to vigorously defend against them. Based on currently available information, the Company does not believe that resolution of pending matters will have a material adverse effect on its financial condition, cash flows or results of operations. However, litigation is subject to inherent uncertainties, and there can be no assurances that the Company’s defenses will be successful or that any such lawsuit or claim would not have a material adverse impact on the Company’s business, financial condition, cash flows or results of operations in a particular period. Any claims or proceedings against the Company, whether meritorious or not, can have an adverse impact because of defense costs, diversion of management and operational resources, negative publicity and other factors. Any failure to obtain necessary license or other rights, or litigation arising out of intellectual property claims, could adversely affect the Company’s business.

Note 13 — Shareholders’ Equity
 
Share Repurchase Program

In March 2014, the Company’s Board of Directors approved the 2014 share buyback program, which authorizes the Company to use up to $250.0 million to purchase its own shares. The Company’s share buyback program is expected to remain in effect for a period of three years. Shares may be repurchased from time to time on the open market, through block trades or trading plan or otherwise. Opportunistic share repurchases may be started or stopped at any time without prior notice depending on market conditions and other factors. During the three months ended December 31, 2016, 0.9 million shares were repurchased for $20.9 million. There were no share repurchases during the three months ended December 31, 2015. During the nine months ended December 31, 2016 and 2015, 3.3 million and 3.5 million shares were repurchased for $63.8 million and $48.8 million, respectively.
 
Cash Dividend on Shares of Common Stock

During the nine months ended December 31, 2016, the Company declared and paid cash dividends of CHF 0.56 (USD equivalent of $0.57) per common share, totaling $93.1 million on the Company's outstanding common stock. During the nine months ended December 31, 2015, the Company declared and paid cash dividends of CHF 0.51 (USD equivalent of $0.53) per common share, totaling $85.9 million on the Company's outstanding common stock.

Any future dividends will be subject to the approval of the Company's shareholders.

Accumulated Other Comprehensive Loss
 
On total company basis, the components of accumulated other comprehensive income (loss) were as follows (in thousands):
 
 
Accumulated Other Comprehensive Income (Loss)
 
 
Cumulative
Translation
Adjustment (1)
 
Defined
Benefit
Plan (1)
 
Deferred
Hedging
Gains (Losses)
 
Total
March 31, 2016
 
$
(84,038
)
 
$
(26,171
)
 
$
(1,776
)
 
$
(111,985
)
Other comprehensive income
 
(7,714
)
 
2,809

 
4,458

 
(447
)
December 31, 2016
 
$
(91,752
)
 
$
(23,362
)
 
$
2,682

 
$
(112,432
)
 
(1)        Tax effect was not significant as of December 31 or March 31, 2016.
 
Note 14 — Segment Information
 
The Company has determined that it operates in a single operating segment that encompasses the design, manufacturing and marketing of peripherals for PCs, tablets and other digital platforms. Operating performance measures are provided directly to the Company's Chief Executive Officer (“CEO”), who is considered to be the

26


Company’s Chief Operating Decision Maker (“CODM”). The CEO periodically reviews information such as net sales and operating income (loss) to make business decisions. These operating performance measures do not include restructuring charges (credits), net, share-based compensation expense, amortization of intangible assets, charges from the purchase accounting effect on inventory, acquisition-related costs, investigation and related expenses, or change in fair value of acquisition-related contingent consideration.

Net sales by product categories and sales channels, excluding intercompany transactions, for the three and nine months ended December 31, 2016 and 2015 were as follows (in thousands):
 
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
 
2016
 
2015
 
2016
 
2015
Mobile Speakers
 
$
106,578

 
$
85,081

 
$
261,046

 
$
206,175

Audio-PC & Wearables
 
67,225

 
57,300

 
186,058

 
149,341

Gaming
 
107,181

 
77,706

 
242,874

 
189,000

Video Collaboration
 
35,807

 
26,216

 
88,298

 
67,460

Home Control
 
26,942

 
25,684

 
49,916

 
48,548

Pointing Devices
 
142,166

 
139,711

 
382,249

 
381,364

Keyboards & Combos
 
125,289

 
116,531

 
359,824

 
324,458

Tablet & Other Accessories
 
24,852

 
35,873

 
59,351

 
73,222

PC Webcams
 
30,503

 
29,648

 
80,072

 
74,689

Other (1)
 
164

 
817

 
1,187

 
1,961

Total net retail sales
 
666,707

 
594,567

 
1,710,875

 
1,516,218

OEM
 

 
26,512

 

 
71,041

Total net sales
 
$
666,707

 
$
621,079

 
$
1,710,875

 
$
1,587,259


(1)
Other category includes products that the Company currently intends to transition out of, or has already transitioned out of, because they are no longer strategic to the Company's business.

Net sales to unaffiliated customers by geographic region (based on the customers’ location) for the three and nine months ended December 31, 2016 and 2015 were as follows (in thousands):
 
 
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
 
2016
 
2015
 
2016
 
2015
Americas
 
$
290,724

 
$
279,286

 
$
753,179

 
$
719,735

EMEA
 
233,251

 
205,827

 
576,809

 
494,592

Asia Pacific
 
142,732

 
135,966

 
380,887

 
372,932

Total net sales
 
$
666,707