Plantronics, Inc.
FORM 10-Q
TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002September 30, 2003
OR
[ ] 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 1-12696
Plantronics, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware | 77-0207692 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
345 Encinal Street
Santa Cruz, California 95060
(Address of Principal Executive Offices including Zip Code)
(831) 426-5858
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X][X ] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) YES [X ] NO [ ].
The number of shares outstanding of registrant'sPlantronics' common stock as of JanuaryOctober 24, 2003 was 44,401,726.44,421,485.
Plantronics, Inc.
FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | Page No. |
Item 1. Financial Statements (unaudited): | |
Balance Sheets as of March 31, | 3 |
Statements of Operations for the Three and | 4 |
Statements of Cash Flows for the | 5 |
Notes to Financial Statements | 6 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 14 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 29 |
Item 4. Disclosure Controls and Procedures | 31 |
PART II. OTHER INFORMATION | |
Item 6. Exhibits and Reports on Form 8-K | 32 |
Signature | 33 |
Part I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PLANTRONICS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, December 31,
2002 2002September 30,
2003 2003
------------ ------------
ASSETS
Current assets:
Cash, cash equivalents and marketable securities .. $ 60,31059,725 $ 63,81392,105
Accounts receivable, net .......................... 43,838 51,92750,503 52,033
Inventory, net .................................... 36,103 34,88433,758 37,764
Deferred income taxes ............................. 5,866 6,6536,357 6,357
Other current assets .............................. 2,452 2,4742,674 2,536
------------ ------------
Total current assets .......................... 148,569 159,751153,017 190,795
Property, plant and equipment, net ..................... 35,700 37,58936,957 35,815
Intangibles, net ....................................... 4,584 3,8463,682 3,355
Goodwill, net .......................................... 9,5429,386 9,386
Other assets, net ...................................... 2,663 2,1882,167 2,617
------------ ------------
Total assets ................................... $ 201,058205,209 $ 212,760241,968
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................. $ 14,07113,596 $ 12,45718,243
Accrued liabilities ............................... 25,868 28,90427,235 32,540
Income taxes payable .............................. 11,961 10,3728,581 2,752
------------ ------------
Total current liabilities ..................... 51,900 51,73349,412 53,535
Deferred tax liability ................................. 7,165 7,8978,867 8,867
------------ ------------
Total liabilities .............................. 59,065 59,63058,279 62,402
------------ ------------
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, 59,22659,728 and 59,491 shares
issued and outstanding at March 31, 2002 and
December 31, 2002, respectively.................. 592 595
Additional paid-in capital ........................ 152,194 155,868
Accumulated other comprehensive loss .............. (1,203) 289
Retained earnings ................................. 243,874 274,779
------------ ------------
395,457 431,531
Less: Treasury stock (common: 13,368 and 14,82860,409 shares
outstanding at March 31, 20022003 and DecemberSeptember 30,
2003, respectively............................... 597 604
Additional paid-in capital ........................ 158,160 169,031
Accumulated other comprehensive income (loss)...... 209 (552)
Retained earnings ................................. 285,350 309,064
------------ ------------
444,316 478,147
Less: Treasury stock (common: 16,090 and 16,104
shares at March 31, 2002,2003 and September 30, 2003,
respectively) at cost ........ (253,464) (278,401)........................... (297,386) (298,581)
------------ ------------
Total stockholders' equity .................... 141,993 153,130146,930 179,566
------------ ------------
Total liabilities and stockholders' equity .... $ 201,058205,209 $ 212,760241,968
============ ============
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 NineSix Months Ended
December 31, December 31,September 30, September 30,
-------------------- --------------------
2001 2002 20012003 2002 2003
--------- --------- --------- ---------
Net sales .............................................................................. $ 79,86782,370 $ 86,81195,117 $ 232,954162,638 $ 249,449187,903
Cost of sales .................................. 42,610 44,290 123,304 123,835.................................... 40,735 46,351 79,545 93,670
--------- --------- --------- ---------
Gross profit ............................... 37,257 42,521 109,650 125,614................................. 41,635 48,766 83,093 94,233
--------- --------- --------- ---------
Operating expenses:
Research, development and engineering ...... 6,895 9,004 22,839 25,418........ 8,164 8,247 16,414 16,852
Selling, general and administrative ........ 19,708 20,939 56,541 60,308.......... 19,763 22,984 39,369 44,137
--------- --------- --------- ---------
Total operating expenses .............. 26,603 29,943 79,380 85,726................ 27,927 31,231 55,783 60,989
--------- --------- --------- ---------
Operating income ............................... 10,654 12,578 30,270 39,888................................. 13,708 17,535 27,310 33,244
Interest and other income, net ................. 354 566 1,496 1,771................... 272 141 1,205 633
--------- --------- --------- ---------
Income before income taxes ..................... 11,008 13,144 31,766 41,659....................... 13,980 17,676 28,515 33,877
Income tax expense ............................. 501 3,943 6,313 10,754............................... 2,450 5,303 6,811 10,163
--------- --------- --------- ---------
Net income ............................................................................ $ 10,50711,530 $ 9,20112,373 $ 25,45321,704 $ 30,90523,714
========= ========= ========= =========
Basic earnings per common share (Note 5) ................ $ 0.220.25 $ 0.200.28 $ 0.530.47 $ 0.680.54
========= ========= ========= =========
Shares used in basic per share calculations..... 46,897 44,939 47,650 45,531calculations....... 45,773 44,052 45,828 43,861
========= ========= ========= =========
Diluted earnings per common share (Note 5) ............ $ 0.210.24 $ 0.200.27 $ 0.510.46 $ 0.660.52
========= ========= ========= =========
Shares used in diluted per share calculations... 49,120 46,197 49,554 47,096calculations..... 47,298 46,372 47,522 45,672
========= ========= ========= =========
See Notes to Unaudited Condensed Consolidated Financial Statements
PLANTRONICS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
NineSix Months Ended
December 31,September 30,
----------------------
2001 2002 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .................................................... $ 25,45321,704 $ 30,90523,714
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ...................... 6,505 8,4255,572 6,350
Deferred income taxes .............................. 277 (55) --
Income tax benefit associated with stock options ... 422 1,296725 3,087
Loss on disposal of fixed assets ..................... 135 17................... 14 12
Changes in assets and liabilities:
Accounts receivable, net ........................... 15,479 (8,089)(7,465) (1,530)
Inventory, net ..................................... 10,240 1,219444 (4,006)
Other current assets ............................... (2,197) (22)(475) 138
Other assets ....................................... (28) 551302 51
Accounts payable ................................... 2,817 (1,614)(241) 4,647
Accrued liabilities ................................ 2,485 3,036392 5,305
Income taxes payable ............................... 1,987 (1,589)(1,070) (5,829)
---------- ----------
Cash provided by operating activities ......................... 63,575 34,08019,847 31,939
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of marketable securities ....... 19,053 22,50010,000 5,020
Purchase of marketable securities ....................... (14,500) (13,020) --
Purchase of equity investment............................ -- (450)
Capital expenditures .................................... (8,442) (9,513)(6,631) (4,946)
---------- ----------
Cash used for(used in) investing activities ............................ (3,889) (33)........................... (9,651) (376)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock .............................. (48,412) (25,306)(9,571) (1,833)
Proceeds from sale of treasury stock .................... 1,303 1,102812 1,564
Proceeds from exercise of stock options ................. 887 1,647771 6,868
---------- ----------
Cash used for(used in) provided by financing activities ............................ (46,222) (22,557)
Foreign currency translation................................... 101 1,492............... (7,988) 6,599
Effect of exchange rate changes on cash and cash equivalents... 1,033 (761)
---------- ----------
Net increase in cash and cash equivalents ..................... 13,565 12,9823,241 37,401
Cash and cash equivalents at beginning of period .............. 60,544 43,048 54,704
---------- ----------
Cash and cash equivalents at end of period .................... $ 74,10946,289 $ 56,03092,105
========== ==========
Supplemental disclosures of cash flow information:
Cash paid for:
Interest ........................................... $ 7967 $ 10065
Income taxes ....................................... $ 10,1727,418 $ 11,339
12,932
See Notes to Unaudited Condensed Consolidated Financial Statements
PLANTRONICS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying interimunaudited 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,accounting principles, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended March 31, 2002.2003. 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 Commission. Certain prior period balances have been reclassified to conformco nform 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 for the fiscal year ended March 31, 2002.2003.
2. PERIODS PRESENTED
Our fiscal year-end is the Saturday closest to March 31 and the thirdsecond fiscal quarter-end is the last Saturday in December.September. 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 December 31, 2001,September 30, 2002, and December 31, 2002,September 30, 2003, each consisted of thirteen weeks each.weeks.
3. DETAILS OF CERTAIN BALANCE SHEET COMPONENTS (IN THOUSANDS)
March 31, December 31,
2002 2002
---------- ----------September 30,
2003 2003
------------ ------------
Cash, cash equivalents and marketable securities:
Cash and cash equivalents ........................... $ 43,04854,704 $ 56,03092,105
Marketable securities ............................... 17,262 7,783
---------- ----------5,021 --
------------ ------------
$ 60,31059,725 $ 63,813
========== ==========92,105
============ ============
Accounts receivable, net:
Accounts receivable from customers .................. $ 58,19565,931 $ 69,87766,717
Less: sales returns, promotions and rebates ......... (11,347) (14,266)(12,067) (11,043)
Less: allowance for doubtful accounts ............... (3,010) (3,684)
---------- ----------(3,361) (3,641)
------------ ------------
$ 43,83850,503 $ 51,927
========== ==========52,033
============ ============
Inventory, net:
Finished goods ...................................... $ 23,57622,664 $ 21,13623,701
Work in process ..................................... 831 1,0911,229 1,681
Purchased parts ..................................... 18,068 19,77518,273 21,901
Less: provision for excess and obsolete inventory ... (6,372) (7,118)
---------- ----------(8,408) (9,519)
------------ ------------
$ 36,10333,758 $ 34,884
========== ==========37,764
============ ============
March 31,December 31,
2002 2002
---------- ---------- September 30,
2003 2003
------------ ------------
Property, plant and equipment, net:
Land ................................................ $ 4,693 $ 4,693
Buildings and improvements (useful lives: 7-30 years) 16,350 19,97619,189 20,564
Machinery and equipment (useful lives: 2-10 years) .. 52,747 58,494
---------- ----------
73,790 83,16361,496 64,885
------------ ------------
85,378 90,142
Less: accumulated depreciation ...................... (38,090) (45,574)
---------- ----------(48,421) (54,327)
------------ ------------
$ 35,70036,957 $ 37,589
========== ==========35,815
============ ============
Accrued liabilities:
Employee benefits ................................... $ 11,00812,283 $ 13,15412,086
Accrued advertising and sales and marketing ......... 1,938 2,1442,150 4,285
Warranty accrual .................................... 6,420 6,4445,905 6,590
Accrued other ....................................... 6,502 7,162
---------- ----------6,897 9,579
------------ ------------
$ 25,86827,235 $ 28,904
========== ==========
32,540
============ ============
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.
Beginning in the first quarter of fiscal year 2002, wePlantronics has entered into foreign currency forward-exchangeforward contracts, which typically mature in one month, to hedge a portion of our exposure to foreign currency fluctuations of expectedin forecasted foreign currency-denominated receivables, payables and cash balances. We record on the balance sheet at each reporting period the fair value of our forward-exchangeforward 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 December 31, 2002,September 30, 2003, we had foreign currency exchangeforward contracts of approximately $4.4 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 December 31, 2002:September 30, 2003:
Local USD
Currency Equivalent Position Maturity
----------------------------- ------------ ----------- -----------
Forward Contracts
EUR € 4,2383,829 $ 4,400 Sell 1 month
Foreign currency transactions, net of the effect of hedging activity on forward contracts, resulted in neither a net gain of $0.3 millionnor loss for the fiscal quarter ended December 31,September 30, 2003, compared to a net loss of approximately $35,000 in the quarter ended September 30, 2002, which is included in interest and other income in the results of operations compared
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 recorded in the income statement immediately. On a monthly basis, Plantronics enters into option contracts with a one-year term. Plantronics does not purchase options for trading purposes. As of September 30, 2003, we had foreign currency call option contracts of approximately €22.8 million and £8.7 million denominated in Euros and Great British Pounds, respectively. As of September 30, 2003, we also had foreign currency put option contracts of approximately €22.8 million and £8.7 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 September 30, 2003 (in thousands):
Balance Sheet Income Statement
------------------------- ------------ -----------
As of September 30, 2003 September 30, 2003
Accumulated Other Three Months Six Months
Comprehensive Ended Ended
Income/(Loss) Net Sales Net Sales
------------------------- ------------ -----------
Realized loss on closed
transactions............... $ -- (326) (510)
Recognized but unrealized
loss on open transactions.. (1,617) -- --
------------------------- ------------ -----------
(1,617) (326) (510)
========================= ============ ===========
Foreign currency transactions related to hedging activities on option contracts resulted in a net lossreduction to revenue of approximately $0.2$0.3 million and $0.5 million for the three and six months ended September 30, 2003, respectively. There were no such option contracts in place for the quarterthree and six months ended December 31, 2001.September 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 September 30, 2003 contributed to the increased number of dilutive potential common shares included in the diluted earnings per share calculation.
Following is a reconciliationThe following table sets forth the computation of the denominators of the basic and diluted EPS:
Three Months Ended Nine Months Ended December 31, December 31, -------------------- --------------------(Inearnings per share for the three and six months ended September 30, 2002 and 2003 (in thousands, except earnings per share):2001Three Months Ended Six Months Ended September 30, September 30, -------------------- -------------------- 200220012003 2002 2003 --------- --------- --------- --------- Netincome......................................income........................................ $10,50711,530 $9,20112,373 $25,45321,704 $30,905 ========= ========= ========= =========23,714 Weighted average shares outstanding: Weighted average shares -basic................. 46,897 44,939 47,650 45,531basic................... 45,773 44,052 45,828 43,861 Effect of dilutive securities - employee stockoptions................................ 2,223 1,258 1,904 1,565options.................................. 1,525 2,320 1,694 1,811 --------- --------- --------- --------- Weighted average shares -diluted............... 49,120 46,197 49,554 47,096diluted................. 47,298 46,372 47,522 45,672 ========= ========= ========= =========NetEarnings per common share-basic................... $ 0.25 $ 0.28 $ 0.47 $ 0.54 Earnings per common share-diluted................. $ 0.24 $ 0.27 0.46 $ 0.52Dilutive potential common shares consist of employee stock options. Outstanding stock options to purchase approximately 5.5 million and 2.1 million shares of Plantronics' stock at September 30, 2002 and September 30, 2003, respectively, were excluded from the computation of diluted earnings per
commonshare because their effect would have been antidilutive and out of the money.6.PRO FORMA EFFECTS OF STOCK -
basic...........BASED COMPENSATIONStatement 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 September 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 net income and earnings per share amounts that would have been reported as 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 and six months ended September 30, 2002 and 2003 (in thousands, except earnings per share):
Three Months Ended Six Months Ended September 30, September 30, -------------------- -------------------- 2002 2003 2002 2003 --------- --------- --------- --------- Net income - as reported.......................... $0.2211,530 $0.2012,373 21,704 $0.53 $ 0.6823,714 Less stock based employee compensation determined under fair value based method, net of tax ..... (3,507) (3,193) (6,720) (6,633) --------- --------- --------- --------- Net income - pro forma............................ 8,023 9,180 14,984 17,081 ========= ========= ========= =========Net earningsEarnings per common share: Basic net income per share -diluted.........as reported.......... $ 0.25 $ 0.28 0.47 $ 0.54 Basic net income per share - pro forma........... $ 0.18 $ 0.21 0.33 $ 0.39 Diluted net income per share - as reported....... $ 0.24 $ 0.27 0.46 $ 0.52 Diluted net income per share - proforma........... $ 0.17 $ 0.20 0.32 $0.510.37The 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 Employee Stock Stock Option Plans Stock Option Plans Purchase Plan Purchase Plan Three Months Ended Six Months Ended Three Months Ended Six Months Ended September 30, September 30, September 30, September 30, 2002 2003 2002 2003 2002 2003 2002 2003 ------ ------ ------ ------ ------ ------ ------ ------ Expected dividend yield........... 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Expected life (in years).......... 6.0 6.0 6.0 6.0 0.5 0.5 0.5 0.5 Expected volatility............... 59.4% 55.6% 59.4% 55.7% 46.2% 31.7% 46.2% 31.7% Risk-free interest rate........... 3.4% 3.3% 3.4% 3.2% 1.2% 1.0% 1.2% 1.0% Weighted-average fair value....... $0.669.72 $ 14.38 $ 9.72 $ 14.29 $ 3.02 $ 2.58 $ 3.02 $ 2.587. 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 condensed consolidated balance sheets, during the three and six months ended September 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 ========= Warranty provision relating to product shipped during the quarter.. 2,231 Deductions for warranty claims processed........................... (1,964) --------- Warranty liability at September 30, 2003........................... $ 6,590 ================== =========
6.
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 NineSix Months Ended
December 31, December 31,September 30, September 30,
-------------------- --------------------
2001 2002 20012003 2002 2003
--------- --------- --------- ---------
Net income......................................income................................................ $ 10,50711,530 $ 9,20112,373 $ 25,45321,704 $ 30,90523,714
Unrealized (loss) on hedges, for the three and six
months ended September 30, 2002 and 2003, net of tax
of $0 and ($95), $0 and ($485), respectively.......... -- (222) -- (1,132)
Foreign currency translation.................. (191) 459 100 1,492translation, for the three and
months ended September 30, 2002 and 2003, net of tax
of $44 and $34, $310 and $256 , respectively ......... 103 79 723 597
--------- --------- --------- ---------
Total...........................................Other comprehensive income................................ $ 10,31611,633 $ 9,66012,230 $ 25,55322,427 $ 32,39723,179
========= ========= ========= =========
The increasedecrease in the components of foreign currency translation adjustment in the current quarter was primarily due to theunfavorable fair value adjustments related to cash flow hedges of $0.3 million offset by favorable increases in exchange rates of $0.1 million. The increase in the Euro.year ago quarter was solely due to favorable exchange rates. During the three months ended December 31, 2002,September 30, 2003, the exchange rate for the Euro and the Great British Pound relative to the U.S. dollar increased 6.4%. Both1% and 1%, respectively. For the six months ended September 30, 2003, the exchange rate for the quarterEuro and on a year-to-date basis,Great British Pound relative to the U.S. dollar increased 7% 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.
7.9. 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: calloffice and contact center and office products, mobile and computer products, and other specialty products. The following table presents net revenue by market (in thousands):
Three Months Ended NineSix Months Ended
December 31, December 31,September 30, September 30,
-------------------- --------------------
2001 2002 20012003 2002 2003
--------- --------- --------- ---------
Net revenues from unaffiliated customers:
Call centerOffice and office.......................contact center...................... $ 54,57559,742 $ 58,64464,192 $ 175,952121,310 $ 179,954126,272
Mobile and computer.......................... 22,156 21,824 49,761 50,762computer............................ 16,208 24,049 28,938 48,030
Other specialty products..................... 3,136 6,343 7,241 18,733products....................... 6,420 6,876 12,390 13,601
--------- --------- --------- ---------
$ 79,86782,370 $ 86,81195,117 $ 232,954162,638 $ 249,449187,903
========= ========= ========= =========
MAJOR CUSTOMERS. No one customer accounted for 10% or more of total revenue for the three and six months ended September 30, 2002 and 2003, nor did any customer account for 10% or more of accounts receivable from consolidated sales forat the quarters ended December 31, 2001 and 2002, or for the nine month periods ended December 21, 2001 and 2002.end of such periods.
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 NineSix Months Ended
December 31, December 31,September 30, September 30,
------------------------ -----------------------
2001 2002 20012003 2002 2003
----------- ----------- ---------- -----------
Net revenues from unaffiliated customers:
United States..................States.................................. $ 56,23557,426 $ 57,01364,929 $ 159,228113,040 $ 170,053
International.................. 23,632 29,798 73,726 79,396129,853
Europe, Middle East and Africa............... 17,934 21,826 34,435 41,009
Asia Pacific and Latin America............... 4,734 6,010 9,587 11,405
Other International.......................... 2,276 2,352 5,576 5,636
----------- ----------- ---------- -----------
Total International............................ 24,944 30,188 49,598 58,050
----------- ----------- ---------- -----------
$ 79,86782,370 $ 86,81195,117 $ 232,954162,638 $ 249,449187,903
=========== =========== ========== ===========
March 31, December 31,
2002 2002September 30,
2003 2003
----------- -----------
Long-lived assets:
United States..................States.................................. $ 23,26723,907 $ 23,515
International.................. 12,433 14,07423,861
International.................................. 13,050 11,954
----------- -----------
$ 35,70036,957 $ 37,58935,815
=========== ===========
8.10. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 146 ("SFAS 146"), "Accounting for Costs Associated with Exit or Disposal Activities." SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. SFAS 146 eliminates the definition and requirement for recognition of exit costs in Emerging Issues Task Force No. 94-3 pursuant to which a liability for an exit cost was recognized at the date of an entity's commitment to an exit plan. This statement is effective for exit or disposal activities initiated after December 31, 2002. We believe that the adoption of this statement will not have a material impact on our financial position and results of operations.
In November 2002, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 45 ("FIN45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a liability be recorded in the guarantor's balance sheet upon issuance of a guarantee. In addition, FIN 45 requires disclosures about the guarantees that an entity has issued, including a reconciliation of changes in the entity's product warranty liabilities. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The disclosure requirements of FIN 45 are effective for Plantronics for financial statements issued after December 15, 2002. The table below shows the activity in Plantronics' warranty liability account for the quarter ended December 31, 2002:
(in thousands)Warranty liability at September 30, 2002............. $ 6,611 Warranty provision charged to the income statement... 1,788 Deductions for warranty expense incurred............. (1,955) --------- Warranty liability at December 31, 2002.............. $ 6,444 =========
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 arewere effective for Plantronics beginning in the second quarter of fiscal 2004. The adoption of this standard did not have a material impact on our financial statements.
In January 2003, the Financial Accounting Standards Board ("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 December 15, 2003. We believe that the adoption of this standardFIN 46 will not have noa material impact on our financial statements.
position or results of operations.
In December 2002,April 2003, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation, Transition149 ("SFAS 149"), "Amendment of Statement 133 on Derivative Instruments and Disclosure.Hedging Activities." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of149 amends and clarifies accounting for stock-based employee compensation.derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 148 also requires133. 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 disclosureswarrants special reporting in the statement of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS No. 148 arecash flows. This Statement is generally effective for Plantronics commencing the first quarter of fiscal 2004. The interim disclosure requirements are effective for Plantronics beginning the fourth quarter of fiscal 2003. We believe that the adoption of this standard willcontracts entered into or modified after September 30, 2003 and is not expected to have noa material impact on our financial statements.
9. GOODWILL AND INTANGIBLES
DuringIn May 2003, the first quarter of fiscal year 2002, we adoptedFASB issued Statement of Financial Accounting Standards No. 142150 ("SFAS 142"150"), "Goodwill"Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Other Intangible Assets.Equity." In accordanceSFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with SFAS 142, we discontinued goodwill amortizationcharacteristics 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 April 2001.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 September 15, 2003. The adoption of this standard did not have a material impact on our financial position or results of operations.
11. INTANGIBLES
Aggregate amortization expense on intangibles for the quarterthree and ninesix months ended December 31, 2001September 30, 2002 was $0.1$0.2 million and $0.2$0.5 million, respectively. For the quarterthree and ninesix months ended December 31, 2002,September 30, 2003, aggregate amortization expense was $0.2 million and $0.7$0.4 million, respectively. The following table presents information on acquired intangible assets (in thousands):
March 31, 2002 December 31, 20022003 September 30, 2003
----------------------------- -----------------------------
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
-------------- ------------- ------------------------- ------------- -----------
Intangible assets
Technology........................ $ 2,460 $ (417)(817) $ 2,460 $ (746)(960)
State contracts................... 1,300 (46)(232) 1,300 (185)(325)
Patents........................... 700 (25)(125) 700 (100)
Customer lists.................... 533 (400) 533 (533)(175)
Trademarks........................ 300 (11)(54) 300 (43)(75)
Non-compete agreements............ 200 (10)(50) 200 (40)(70)
-------------- ------------- ----------- ------------- -------------------------
Total............................. $ 5,4934,960 $ (909)(1,278) $ 5,4934,960 $ (1,647)(1,605)
============== ============= =========== ============= ===========
==============
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."Results ." When reading the sections titled "Results of Operations" and "Financial Condition," you should also read our unaudited condensed consolidated financial statements and related notes included elsewhere herein, our annual reportAnnual Report on Form 10-K;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 its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances;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, require a greater level of judgmentaffect its more significant judgments and estimationestimates 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, and marketing development funds, volume rebates, and special pricing programs. Product returns are processedprovided against revenues upon receipt and any adjustment to the provision deemed necessary is booked monthly,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 were to 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 into revenue and margin at the time incentives are offered. To the extent that we reduce pricing, we may incur additional 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 monitorperform ongoing credit evaluations of our customers' financial condition and generally require no collateral from our customers. We maintainPlantronics 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 ourPlantronics' products and corresponding demand were to 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 costcosts 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 two 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 may affect our financial statements. For example, weWe perform an annual impairment review of goodwill based on the fair value of the reporting unit to which it relates.goodwill. If the actual or expected revenue of a reporting unit significantly declines, we may be required to record an impairment charge.
DEFERRED TAXES. We record our 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 cannotwould 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:
RESULTS OF OPERATIONS:
Three Months Ended NineSix Months Ended
December 31, December 31,September 30, September 30,
-------------------- --------------------
2001 2002 20012003 2002 2003
--------- --------- --------- ---------
Net sales .............................................................................. 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales .................................. 53.4 51.0 52.9 49.6.................................... 49.5 48.7 48.9 49.9
--------- --------- --------- ---------
Gross profit ............................... 46.6 49.0 47.1 50.4................................. 50.5 51.3 51.1 50.1
--------- --------- --------- ---------
Operating expenses:
Research, development and engineering ...... 8.6 10.4 9.8 10.2........ 9.9 8.7 10.1 9.0
Selling, general and administrative ........ 24.7 24.1 24.3.......... 24.0 24.2 24.2 23.4
--------- --------- --------- ---------
Total operating expenses .............. 33.3 34.5 34.1 34.4................ 33.9 32.9 34.3 32.4
--------- --------- --------- ---------
Operating income ............................... 13.3 14.5 13.0 16.0................................. 16.6 18.4 16.8 17.7
Interest and other income, net ................. 0.5................... 0.4 0.1 0.7 0.6 0.70.3
--------- --------- --------- ---------
Income before income taxes ..................... 13.8 15.2 13.6 16.7....................... 17.0 18.5 17.5 18.0
Income tax expense ............................. 0.6 4.6 2.7 4.3............................... 3.0 5.5 4.2 5.4
--------- --------- --------- ---------
Net income ..................................... 13.2....................................... 14.0 % 10.613.0 % 10.913.3 % 12.412.6 %
========= ========= ========= =========
NET SALES. Net sales for the quarter ended December 31, 2002,September 30, 2003, increased by 8.7%15.5% to $86.8$95.1 million, compared to $79.9$82.4 million for the quarter ended December 31, 2001.September 30, 2002. Net sales for the ninesix months ended December 31, 2002September 30, 2003 were $249.4$187.9 million compared to $233.0$162.6 million for the ninesix months ended December 31, 2001,September 30, 2002, an increase of 7.1%15.5%. ComparedFor the quarter ended September 30, 2003, compared to the same period in the prior year, net sales in all product groups grew with the largest increase coming from new headsets for mobile phones. Net sales in this product group were up 56% in comparison to the year-ago quarter. The launch of the M3000, a wireless Bluetooth headset with 8-hour average talk time, and continued growth in demand for the MX150, were the key drivers of the mobile products growth versus a year ago. Our Office and Contact Center products business grew 7% versus the year ago quarter,quarter. This growth was primarily international and was fueled by the successful introduction of the CS60, a wireless headset for DECT-based office phones.
For the six month period, net sales increased domestically by 14.9% and internationally by 17.0%, with the increase in international sales in the European, Asia Pacific and Latin American regions, driven by increased unit sales of new office and contact center products, headsets sales for computers and favorable currency exchange rates. Domestic sales for the first six months of fiscal 2004 also increased due to our commercial distribution channel increased, as well asstrong sales of new headsets for mobile and computer products and sales of our Walker and specialtyAmeriphone products sold through a varietyfor the hearing impaired.
Overall, we remain cautiously optimistic regarding sales growth, based primarily on the strength of channels, drivendemand 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 and the sales growth in Europe was favorably affected by exchange rates on the acquisition of Ameriphone in January 2002. These increases were partially offset by a decrease in retail sales,Euro and a decrease in sales to our OEM customers as many of the major telephony companies and wireless carriers continue to face a challenging business climate. On a product line basis, the increase in sales comparedGreat British Pound relative to the year ago quarter reflected increases in demand for our call center and office products, a strong increase in sales of our computer audio systems products with strong sales from our .Audio product line and strong European sales of Bluetooth product, offset in part by a domestic decline in sales of mobile products.
We recognize that although certain economic indicators have improved, the overall economic environment remains challenging, and as such we remain uncertain concerning the overall demand for our products. Related to this point, our U.S. commercial distributors of call center and office products reported a 7.7% increase in sell-through compared to the year ago quarter. However, they showed a 7.0% decrease sequentially in comparison to the September quarter. A sequential decline in sell-through is typical in the December quarter and sell-through rates typically increase sequentially in our fourth quarter.*Dollar.
GROSS PROFIT. Gross profit for the quarter ended December 31, 2002,September 30, 2003, increased 14.1%by 17.1% to $42.5$48.8 million (49.0%(51.3% of net sales), compared to $37.3$41.6 million (46.6%(50.5% of net sales) for the quarter ended December 31, 2001.September 30, 2002. Gross profit for the ninesix months ended December 31, 2002September 30, 2003 increased to $125.6$94.2 million (50.4%(50.1% of net sales) from $109.7$83.1 million (47.1%(51.1% of net sales) for the comparable period of fiscal 2002. Compared2003. As a percent of revenue, gross margins increased by 0.8 percentage points compared to the year ago quarter, there were several factors contributingdue to this level of improvement including favorable product mix, favorable foreign exchange rates onand continued cost reductions, partially offset by increased provisions for excess and obsolete inventory.
Gross profit for the Euro and Pound, somewhat lower requirements for warranty provisions, which is a functionfirst six months of lower return rates compared to a year ago, lower component costsfiscal 2004 decreased as a resultpercent of our cost reduction efforts, and lower requirements for excess or obsolete inventory. These factors were offsetrevenue by a $1.2 million increase in discounts to resellers versus the year ago quarter. We expect a reduction in discounts in our fourth fiscal quarter1 percentage point compared to the level offeredfirst six months of fiscal 2003 due to product mix, with higher sales of lower margin mobile and computer products in the quarter just ended.*current fiscal year.
RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and engineering expenses for the quarter ended December 31, 2002, increased by 30.6% to $9.0September 30, 2003, were flat at $8.2 million (10.4%(8.7% of net sales), compared to $6.9$8.2 million (8.6%(9.9% of net sales) for the quarter ended December 31, 2001. ForSeptember 30, 2002, reflecting improved efficiencies in our research and development efforts with process improvements contributing to better ratios of expense to revenue.
Research, development and engineering expenses for the first ninesix months ended December 31, 2002, R&Dof fiscal 2004 increased 11.3%by 2.7% to $25.4$16.9 million (10.2%(9.0% of net sales) from $22.8compared to $16.4 million (9.8%(10.1% of net sales) forin the same period last year. While this year's quarter reflected the inclusionfirst six months of Ameriphone R&D spending, the primary reason for thefiscal 2003. The increase in absolute dollars was anticipated, as well as the reduction as a percent of revenues, as we continue to expend R&D spending compareddollars in Europe where exchange rates are driving costs up, but also continue to the year ago quarter was a marked increase in the number of products in the pipeline at a particularly active stage of development. While we are continuing to invest in new product development, particularly cordless products, we expect the level of R&D expenses in our fourth quarter to be approximately the same as our third quarter and to level off or perhaps decline modestly in fiscal 2004.*make process improvements.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expenses for the quarter ended December 31, 2002,September 30, 2003, increased 6.2%16.3% to $20.9$23.0 million (24.1%(24.2% of net sales), compared to $19.7$19.8 million (24.7%(24.0% of net sales) for the quarter ended December 31, 2001. For the first nine months of fiscal 2003, selling, general and administrative expenses were $60.3 million (24.2% of net sales) compared to $56.5 million (24.3% of net sales) for the same period in the prior year.September 30, 2002. Compared to the year ago quarter, costs were higher in part, as a result of exchange rates. In addition, we had significant marketing spending domestically for planned marketing programs including coststest advertising, PR campaigns and catalog expenses, and in Europe, to support Ameriphone and due to certainrecently passed U.K. hands-free legislation. We have also increased our overall level of marketing programs we ran duringrelated to new product launches and intend to increase those further throughout our fiscal year 2004.*
Selling, general and administrative expenses for the quarter. To a lesser extent, expenses werefirst six months of fiscal 2004 increased 12.1% to $44.1 million, compared to $39.4 million in the first six months of fiscal 2003, also affecteddriven by foreign exchange rates and the increased commissions on higher revenues and by a higher provision for allowancelevel of spending to doubtful accounts necessary this quarter.support new product launches.
OPERATING INCOME. Operating income for the quarter ended December 31, 2002,September 30, 2003, increased by 18.1%27.9% to $12.6$17.5 million (14.5%(18.4% of net sales), compared to $10.7$13.7 million (13.3%(16.6% of net sales) for the quarter ended December 31, 2001. ForSeptember 30, 2002. The increase in absolute dollars was driven primarily by the increase in revenues and gross margins.
Operating income for the first ninesix months of fiscal 2004 increased by 21.7% to $33.2 million compared to $27.3 million in the first six month of fiscal 2003 driven by higher revenues and lower operating income grew by 31.8% to $39.9 million from $30.3 million for the same period last year. Compared to the year ago quarter, the increase was largely due to the improved gross margin on higherexpenses as a percent of revenues.
INTEREST AND OTHER INCOME, NET. Interest and other income for the quarter ended December 31,September 30, 2003, was $0.1 million compared to $0.3 million for the quarter ended September 30, 2002, representing a decrease of 48.2%. Compared to the year ago-quarter, interest income decreased commensurate with lower prevailing interest rates. Foreign exchange gains were down only slightly compared to the year ago quarter.
Interest and other income for the first six months of fiscal 2004 was $0.6 million compared to $0.4$1.2 million forin the quarter ended December 31, 2001, representing an increasefirst six months of 59.9%. For the nine months ended December 31, 2002, interestfiscal 2003. Interest and other income was $1.8 million which representsalso decreased during the first six months of fiscal 2004, in part due to an increase of 18.4% over the same periodinsurance refund received in the previous year. Compared to the year ago quarter, the single largest factor contributing to the increase was the favorable effect of foreign exchange rates relative to the U.S. dollar. Both the Euro and the Pound have shown strong increases, favorably affecting the remeasurement of our European balance sheets. Interest income declined compared to the year ago quarter, reflecting lower interest rates as well as lower cash balances with which to invest. Interest expense for fiscal 2003 is expected to be minimal.*2003.
INCOME TAX EXPENSE. Income tax expense for the quarter ended December 31, 2002September 30, 2003 was $3.9$5.3 million compared to $.5$2.5 million for the quarter ended December 31, 2001September 30, 2002 and represented tax rates of 30.0% and 4.6%, respectively. Incompared the prior year's quarter we releasedunusually low rate of 17.5% reflecting a release of tax reserves for expiration of a statute of limitations that were no longer required as a resultyear.
Income tax expense for the first six months of completed tax audits with no findings. Therefiscal 2004 was no such$10.2 million or 30% of net income before taxes compared to $6.8 million or 23.9% of net income before taxes, in the first six months of fiscal 2003 reflecting the same release of reserves this quarter, which accounted for the higher effective tax rate. For fiscal year 2003 as a whole, we expect our tax expense as a percentage of pre-tax income not to be greater than 28%.* In our fourth fiscal quarter, we expect our income tax expense as a percentage of pre-tax income to be approximately 30%.*reserves.
Financial Condition:
OPERATING ACTIVITIES. During the ninesix months ended December 31, 2002,September 30, 2003, we generated $34.1$31.9 million ofin cash from operating activities, primarily from $30.9$23.7 million in net income, a benefit from non-cash expenses for depreciation and amortization of $8.4 million, $3.0 million from an increase in accrued liabilities, $1.3 million from the tax benefit associated with the exercise of stock options, and $1.2 million from a decrease in inventory. These items were offset by an increase of $8.1 million in accounts receivable, a decrease of $1.6 million in accounts payable, and a decrease of $1.6 million in taxes payable. In comparison, in the nine months ended December 31, 2001, we generated $63.6 million of cash from operating activities, due primarily to $25.5 million in net income, a decrease of $15.5 million in accounts receivable, a decrease of $10.2 million in inventory, a benefit from non-cash expenses for depreciation and amortization of $6.5 million, an increase of $5.3 millionincreases in accounts payable and accrued liabilities aggregating $10.0 million, depreciation and amortization of $6.4 million, and an income tax benefit from stock option exercises of $3.1 million, offset by a decrease in taxes payable of $5.8 million, an increase in inventory of $4.0 million and an increase in accounts receivable of $2.0$1.5 million. In comparison, in the six months ended September 30, 2002, we generated $19.8 million in income taxes payable.operating activities, primarily from $21.7 million in net income.
INVESTING ACTIVITIES. During the ninesix months ended December 31, 2002September 30, 2003 we received $22.5$5.0 million from maturities of marketable securities. We incurred capital expenditures of $4.9 million principally for building and leasehold improvements, machinery and equipment, andtooling and computers. In turn,comparison, during the six months ended September 30, 2002, we received $10 million in proceeds from the sale of marketable securities and purchased $13.0 million in marketable securities during the same period.securities. We incurred capital expenditures of $9.5$6.6 million in the nine months ended December 31, 2002 principally for machinery and equipment which includes tooling, building and leasehold improvements, tooling, and furnituremachinery and fixtures.equipment..
FINANCING ACTIVITIES. In the ninesix months ended December 31, 2002,September 30, 2003, we repurchased 1,522,400122,800 shares of our common stock for $25.3$1.8 million and reissued through employee benefit plans 62,320108,088 shares of our treasury stock for $1.1$1.6 million. As of December 31, 2002, 617,800September 30, 2003, 142,600 shares remained available for repurchase under the plan authorized during the quarter.our stock repurchase plan. We received $1.6$6.9 million in proceeds from the exercise of stock options during the ninesix months ended December 31, 2002. During this period,September 30, 2003. In comparison, during the six months ended September 30, 2002, we also recorded $1.5repurchased 526,200 shares of our common stock for $9.6 million and reissued through employee benefit plans 43,118 shares of our treasury stock for $0.8 million. We received $0.8 million in foreignproceeds from the exercise of stock options during the six months ended September 30, 2002.
EFFECT OF EXCHANGE RATE ON NET CHANGES IN CASH AND CASH EQUIVALENTS. During the six month ended September 30, 2003, we recorded ($0.8) million in unfavorable currency translation adjustments relating to the recording of the fair value of cash flow hedges of ($1.6) million offset by favorable exchange rate gains of $0.8 million due to strengthening of the Euro and Great British Pound Sterling values relative to the U.S. dollar. During the six months ended September 30, 2002, we recorded $1.0 million in favorable currency translation adjustments related to foreign currency translation gains.
LIQUIDITY AND CAPITAL RESOURCES. As of December 31, 2002,September 30, 2003, we had working capital of $108$137.3 million, including $63.8$92.1 million of cash, cash equivalents and marketable securities, compared withto working capital of $96.7$103.6 million, including $60.3$59.7 million of cash, cash equivalents and marketable securities at March 31, 2002.2003. As of December 31, 2002,September 30, 2003, we had material commitmentsexpect to spend an additional $13 million for capital expenditures for the remainder of approximately $2 million forthe fiscal year relating to purchase of tooling, machinery and equipment, furniture and fixtures and building and leasehold improvements.* Of the $13 million mentioned above, we expect to spend approximately $5 million to purchase buildings for our UK subsidiary. We expect that theseany capital expenditure commitments will be funded by cash from operations.*
In July 2002, we renewed ourWe have a revolving credit facility with a major bank atfor $75 million, including a letter of credit subfacility. The renewed facility and subfacility both expire on July 31, 2003.2005. As of JanuaryOctober 24, 2003 we had no cash borrowings under the revolving credit facility and $1$0.8 million outstanding under the letter of credit subfacility. The amounts outstanding under the letter of creditletter-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, together with available borrowing capacity under our revolving credit facility and letter of credit subfacility, 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, and the continuing lack of investor confidence in the current accounting and reporting practices of corporations in the United States.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 reductionreductions 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 especially notable 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 improved, the overall economic and geopolitical environment continues to be challenging and unpredictableWe remain uncertain about the overall level of demand for our products and, consequently, our level of future profitability. In particular, we believe our business is heavily influenced by employment levels If these trends are worse or last longer than presently anticipated,employment levels do not improve, 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 callcontact 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 callcontact center market. Although we saw a slight increase in sales in this market in the third quartersecond half of fiscal year 2003, this market has shown signs of saturation in the past year. We believe that there isThere was a general reduction in the level of overall market demand for callcontact 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 resistancelegislation enabling consumers to block telemarketing could materiallycalls is upheld, it may adversely affect growth in the callcontact center market. A continued deterioration in general economic conditions could result in a reduction in the establishment of new callcontact centers and in capital investments to expand or upgrade existinge xisting centers, and we believe this is in fact currently negatively affecting our business. Because of our reliance on the callcontact center market, we will be affected more by changes in the rate of callcontact center establishment and expansion and the communications products that callcontact center agents'agents use than would a company serving a broader market. Any decrease in the demand for callcontact 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 userend-user requirements. As a result, our products, specifically, our range of Bluetoothproducts, 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.markets. 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 callcontact 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 quality 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.
Due toWith the historically slow evolution of our products, we have generally been able to phase out obsolete products without significant impact to our operating margins. However, asAs 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 callcontact center market.
We are seeing a proliferation of speech-activated and voice interactive software in the market place. We have been re-assessing long termlong-term growth prospects for the callcontact center market given the growth rate and the advancement of these new voice recognition basedrecognition-based technologies. Businesses that first embraced them due to aresolve labor shortageshortages 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 callcontact 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 callcontact 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 callcontact 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 undeveloped.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. operations and cash flows.
These headset markets are also subject to general economic conditions and if there is a continued slowing of national or international economic growth, or a "double-dip" recession, these markets may not materialize to the levels we require to achieve our anticipated financial results, which could in turn materially adversely affect the market price of our stock. In particular, we may be under obligation to absorb from our retailers products which have failed to sell as expected, and in some instances, such products may be returned to our inventory. Should product returns vary significantly from our estimate, then our estimated returns which net against revenue, may need to be revised.
Our quarterly operating results may fluctuate significantly due tofrom 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:
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, and, consequently, we do not have a significant backlog of orders.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.
Our operating results can also vary substantially in any period depending on the mix of products sold and the distribution channels through which they are sold. In the event that sales of lower margin products, or sales through lower margin distribution channels, in any period represent a disproportionate share of total sales during such period, our operating results would 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,conditions, we may be materially adversely affected.
If the overall economy continues to slowslows further, or experiences a double-dip recession, 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 thirty30 and sixty60 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. We recentlyWhile we have experienced a deterioration in our aging with amounts greater than thirty days past due increasing. We are in the process of implementingimplemented certain programs to assist us in monitoring and mitigating these risks, but there can be no assurance that such programs will be effective in reducingr educing 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, financial condition and financial condition.cash flows.
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, callcontact center and mobile headsets. We believe the acquisitions of Unex, ACS Unex, Claria,Wireless, Nortel Liberation, AB Transistor, Jabra, Hello Direct, Sensortech, QuBit and JabraClaria have provided GN Netcom with a broader product line and greater marketing presence than theyit had prior to these acquisitions. We believe it is reasonable to anticipate that theyGN 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 including the recent acquisitions of Hello Direct and the Australian distributor Claria, indicate it may be moving towards a direct sales model.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. In the face of the current economic downturn, we have been seeing lower prices from our competitors, particularly GN Netcom.
Labtec, Inc. has become a significant competitor in the computer headset market since it was acquired by Logitech International S.A. in March 2001.2001 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 mobile 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. Since the merger of the mobile businesses of Sony Corporation and Telefonaktiebolaget LM Ericsson in 2001, they haveThe Sony-Ericsson joint venture has announced the launch of two commercially availableseveral Bluetooth wireless headsets.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 electronicsElectronics Gmbh & Co. KG, announced the establishment of a joint venture in the telecommunication headset industry, Sennheiser Communications A/S. This new company will design, manufacturer and market communications headsets and aims to be a preferred headset manufacturer. If this joint venture is successful, weS.We expect the combination of William Demant Holdings' technology expertise with Sennheiser's established distribution channels will present formidable competition to our business. Sennheiser Communications A/S plans to present their product range in the first quarter of 2004 at CeBit.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, are choosinghave chosen to compete more on price.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 is acceleratingremains 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 willcould then 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:
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.
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 $2 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, Inc., a California corporation, in a cash transaction.manufacturer of specialty products for the hearing impaired community. We may in the future in order to address the need to develop new products and technologies, and enter new markets, 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:
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 RFradio frequency and DSPdigital signal processing technologies and such components are an increasingly important part of our product costs. Since the second quarter of fiscal 2002, we have been able to keep inventories at an acceptable level, relative to sales. 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 affectaffecting 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 a single silicon chip-set manufacturer,suppliers for certain chip sets, we could experience higher prices, a delay in development of the chip-set, and/or the abilityinability 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 channelschann 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 customers 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:
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. The prospect of such unscheduled interruptions may continue for the foreseeable future and we are unable to predict their occurrence, duration or cessation. 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 the thirdour second quarter of fiscal year 2003,2004, approximately 34%32% of our net sales were derived from customers outside the United States, equal to net sales in the year ago quarter.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:
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. In prior quarters, the value of the Euro and other foreign currencies dropped against the U.S. dollar, which adversely impacted our revenue and gross margin, and also resulted in currency transaction losses. To date, we have partially but not fully reflected that change in currency value in our selling prices. In order to maintain a competitive price for our products, we may reduce our current prices further, resulting in a lower margin on products sold abroad. Continued change in the values of foreign currencies could have a material adverse effect on our business, financial condition and results of operations.
In fiscal year 2002, we introducedWe administer programs designed to reduce our foreign currency net asset exposure and were successful in reducing transaction gains and losses that are accounted for in other income/expense.our economic exposure. However, there can be no assurance that our hedging policy will be effective in continuing to reducereducing transaction and/or economic gains and losses. Moreover, our economic exposure to foreign currency fluctuations has not changed and revenues and margins can be adversely impacted by such fluctuations. 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 have contributed to a further slowing in the economy with additional layoffs in other industries resulting in a negative effect on our business.economy. We believe that one direct impact of the attacks is the reduction of callcontact 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 6877 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. Product liabilityThese 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 headsets.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 pricesprice of our stock.
As of JanuaryOctober 24, 2003, we had 44,401,72644,421,485 shares of common stock outstanding. These shares are freely tradable except for approximately 6,976,1701,132,987 shares held by affiliates of Plantronics (including Citicorp Venture Capital ("CVC") and the directors and officers of Plantronics).Plantronics. These approximately 6,976,1701,132,987 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 11,027,16711,801,419 additional shares are subject to outstanding stock options as of JanuaryOctober 24, 2003. The issuance of these shares that would be issued upon exercise of stock options has been registered. Accordingly, to the extent that these sharesoptions vest and shares of our common stock 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 thirdsecond quarter of fiscal 20032004 was 318,763approximately 298,971 shares per day with a median volume in that period of 257,100263,300 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.
In the first quarter of calendar year 2002, ourOur 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.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 December 31, 2002,September 30, 2003, we had cash and cash equivalents totaling $56.0$92.1 million, compared to $43.0$54.7 million at March 31, 2002.2003. At December 31, 2002,September 30, 2003, we had no marketable securities totaling $7.8 million compared to $17.3$5.0 million at March 31, 2002.2003. 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 December 31, 2002,September 30, 2003, was less than three months. The taxable equivalent interest rates locked in on those investments ranged from 1.9% to 2.6%averages approximately 1.5%. 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 fundsfund s with minimum ratings of AAA.
In July 2002, we renewed ourOur $75 million revolving credit facility including aand letter of credit subfacility, with a major bank at $75 million. The renewed facility and subfacility both expire on July 31, 2003.2005. As of JanuaryOctober 24, 2003, we had no cash borrowings under the revolving credit facility and $1$0.8 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 nine monthssecond quarter of fiscal 2003,2004, approximately 32% of our net sales were derived from customers outside the United States, with approximately 23%20.7% of total revenues denominated in foreign currencies, predominately the Euro and the Great British Pound Sterling.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 Sterling positions. However, we have no assurance that exchange rate fluctuations will not materially adversely affect our business in the future.
As of December 31, 2002,September 30, 2003, we had foreign currency exchange contracts of approximately $4.4 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$1.0 million or a gain of $0.7$0.8 million.
The table below presents the impact on our foreign transactionscurrency transaction exposure of a 10% appreciation and a 10% depreciation of the U.S. dollar against the indicated currencies:currencies.
December 31, 2002September 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...................Euro........................ $ 4.4 $11.210.3 $6.85.9 $ 0.5 $ (0.7)$ 0.7Great Britishpound sterling.Pound......... --(0.2) (0.2) -- --3.1 3.1 0.3 (0.3) ----------- ----------- ----------- ----------- ----------- Net position $ 4.4 $11.013.4 $6.69.0 $(0.7)0.8 $0.7(1.0) =========== =========== =========== =========== ===========
As of September 30, 2003, we had foreign currency call option contracts of approximately €22.8 million and £8.7 million denominated in Euros and Great British Pounds, respectively. As of September 30, 2003, we also had foreign currency put option contracts of approximately €22.8 million and £8.7 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 $3.7 million or a loss of $3.8 million.
The table below presents the impact on our currency option contracts of a 10% appreciation and a 10% depreciation of the U.S. dollar against the indicated option contract type for cash flow hedges:
September 30, 2003
(in millions)
FX FX
Gain (Loss) Gain (Loss)
USD Value From 10% From 10%
of Net FX Appreciation Depreciation
Currency - option contracts Contracts of USD of USD
- --------------------------- ------------ ----------- -----------
Call options............... $ (39.6) $ 1.8 $ (3.5)
Put options................ 39.2 1.9 (0.3)
------------ ----------- -----------
$ (0.4) $ 3.7 $ (3.8)
============ =========== ===========
ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controlsdisclosure controls and Procedures.procedures. Our chief executive officermanagement evaluated, with the participation of our Chief Executive Officer and our chief financial officer, after evaluatingChief Financial Officer, the effectiveness of our "disclosuredisclosure controls and procedures" (as defined in the Exchange Act) Rules 13a- 14(c) and 15d-14(c))procedures as of a date (the "Evaluation Date") within 90 days before the filing dateend of the period covered by this Quarterly Report on Form 10-Q,10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that as of the Evaluation Date, 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.
Plantronics' management, including the chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. Because of inherent limitations in any system of disclosure controls and procedures, no evaluation of controls can provide absolute assurance that all instances of error or fraud, if any, within the company may be detected.
(b) Changes in Internal Controls.Subsequent to the Evaluation Date, there wereinternal control over financial reporting. There was no significant changeschange in our internal controlscontrol over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or in other factors that could significantlyis reasonably likely to materially affect, our internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.control over financial reporting.
PART II. -- OTHER INFORMATION
We are presently engaged in a lawsuit filed in the Superior Court in Santa Clara County, California by GN Hello Direct, Inc., a former Plantronics retail catalog distributor that was acquired by our single largest competitor, GN Netcom. GN Hello Direct makes various claims associated with the termination of the distribution relationship between Plantronics and Hello Direct, including that Hello Direct has suffered approximately $11 million in damages as a result of that termination.
This case was tried in October 2002. We were granted summary adjudication on GN Hello Direct's breach of contract claims against us prior to trial. At trial, GN Hello Direct's claims against us for Interference with Prospective Economic Advantage were found by the jury to be without merit and a defense verdict was returned on our behalf. We were awarded approximately $0.8 million with 10% simple interest from March 15, 2001 for product sold by us to GN Hello Direct and for which GN Hello Direct had not paid us. On post trial motions both parties asked for a Judgment Not on the Verdict on the issue of the product sold by us to GN Hello Direct that was not paid for by GN Hello Direct. The court granted a new trial on this issue alone. In further post trial motions, we received awards of attorney's fees and costs of $1.67 million. GN Hello Direct has the right to appeal. We intend to defend any such appeal vigorously and to aggressively prosecute its claim for damages for product sold by us to Hello Direct but not paid for by them.*
We are also involved in various other legal actions arising in the normal course of our business. We believe that it is unlikely that any of these actions will have a material adverse impact on our operating results.* However, because of the inherent uncertainties of litigation, the outcome of any of these actions could be unfavorable and could have a material adverse effect on our financial condition or results of operations
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
In accordance with Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002, we are responsible for listing the non-audit services approved by our Audit Committee to be performed by our external auditors. Non-audit services are defined in the law as services other than those provided in connection with an audit or a review of our financial statements and include such services as tax research and provision review, audits of benefit plans, and review of registration statements. On October 11, 2002, our Audit Committee approved the following non-audit services to be performed by our external auditors during the current fiscal year: (1) tax research, (2) review of tax provisions and returns, (3) foreign statutory audits, and (4) review of registration statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8- K8-K
ExhibitNumber | Description of Document |
| Wells Fargo Bank Credit Facility dated July 31, 2003 |
31.1 | CEO's Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | CFO's Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
32 | 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. |
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NoneOn August 12, 2003, the Company filed a Current Report on Form 8-K announcing the Company's financial results for the quarter ended September 30, 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 | |
Date: February 11,November 7, 2003
Certification under Section 302(a) of the Sarbanes-Oxley Act of 2002
I, S. Kenneth Kannappan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Plantronics, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 11, 2003
/s/ S. Kenneth Kannappan
S. Kenneth KannappanPresident and Chief Executive Officer
I, Barbara V. Scherer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Plantronics, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 11, 2003
/s/ Barbara V. Scherer
Barbara V. SchererSenior Vice President - Finance andAdministration and Chief Financial Officer
EXHIBITS INDEX
Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
ExhibitNumber | Description of Document |
| Wells Fargo Bank Credit Facility dated July 31, 2003 |
31.1 | CEO's Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | CFO's Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
32 | 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. |
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