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Form 8-K LOGITECH INTERNATIONAL For: Jan 21

January 22, 2015 6:02 AM


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.�20549
FORM�8-K
CURRENT REPORT
Pursuant to Section�13 or 15(d)�of
The Securities Exchange Act of 1934
Date of Report: January 21, 2015
�(Date�of earliest event reported)
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-29174

Canton of Vaud, Switzerland
(State or other jurisdiction
of incorporation or organization)
None
(I.R.S. Employer
Identification No.)

Logitech International S.A.
Apples, Switzerland
c/o Logitech Inc.
7600 Gateway Boulevard
Newark, California 94560
(Address of principal executive offices and zip code)

(510) 795-8500
(Registrants telephone number, including area code)
Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o ����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
o ����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
o ����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))
o ����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))







ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 21, 2015, Logitech International S.A. (Logitech) issued a press release regarding its financial results for the quarter ended December�31, 2014.��A copy of the press release is furnished as Exhibit�99.1 to this Form�8-K.
The information in Item 2.02 and Item 9.01 of this Current Report, including Exhibit�99.1, shall not be deemed filed for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
d) ������������������������������ Exhibits.
The following exhibit is furnished with this report on Form�8-K:
99.1 �������������������� Press release issued on January 21, 2015 including financial results for the quarter ended�December 31, 2014.




































2







�SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

Logitech International S.A.
/s/ Bracken P. Darrell
Bracken P. Darrell
President and Chief Executive Officer
/s/ Vincent Pilette
Vincent Pilette
Chief Financial Officer
January 21, 2015


























3






EXHIBIT�INDEX
99.1 �������������������� Press release issued on January 21, 2015 including financial results for the quarter ended December 31, 2014.








Exhibit 99.1
For Immediate Release


Editorial Contacts:
Joe Greenhalgh, Vice President, Investor Relations - USA (510) 713-4430
Krista Todd, Sr. Director, External Communications - USA (510) 713-5834
Ben Starkie, Corporate Communications - Europe +41-(0) 79-292-3499

Logitech Increases Profitability Outlook for Fiscal Year 2015
Following Better-Than-Expected Q3 Results

Retail Sales Momentum Continues with 5 Percent Growth in Constant Currency

NEWARK, Calif. - Jan. 21, 2015 and LAUSANNE, Switzerland, Jan. 22, 2015 - Logitech International (SIX: LOGN) (Nasdaq: LOGI) today announced financial results for the third quarter of Fiscal Year 2015.
"
Q3 sales were $634 million, up 1 percent compared to Q3 of the prior year, with retail sales up 2 percent. Excluding the unfavorable impact of currency exchange rates, Q3 retail sales�grew 5 percent.
"
Q3 GAAP operating income was $65 million, with GAAP earnings per share (EPS) of $0.38, compared to $0.29 in the same quarter a year ago.
"
Q3 non-GAAP operating income was $76 million, with non-GAAP EPS of $0.41, compared to $0.35 a year ago.
"
Cash flow from operations in the quarter was $76 million. Cash flow from operations for the last twelve months was approximately $232 million, up 86 percent compared to the same period a year ago.
Im excited about our strong performance in Q3, said Bracken P. Darrell, Logitech president and chief executive officer. We almost doubled sales in Mobile Speakers and also posted healthy growth in PC Gaming and Video Collaboration. Overall, despite the U.S. dollars strengthening, our retail sales and profitability continued to grow and we generated robust cash flow. Based on these better-than-expected results and the strength of our product offerings, we have increased our full-year outlook for operating income for the second time this fiscal year.
Outlook
Despite the unfavorable impact of exchange rates, Logitech increased its profitability outlook for Fiscal Year 2015 from approximately $170 million to approximately $185 million in non-GAAP operating income. The Company adjusted its sales outlook for Fiscal Year 2015 from approximately $2.16 billion to approximately $2.11 billion to reflect the U.S. dollars appreciation compared to various other currencies.
Prepared Remarks Available Online
Logitech has made its prepared written remarks for the financial results teleconference available online on the Logitech corporate Web site at http://ir.logitech.com.
Financial Results Teleconference and Webcast
Logitech will hold a financial results teleconference to discuss the results for Q3 FY 2015 on Jan. 22, 2015 at 8:30 a.m. Eastern Standard Time and 14:30 Central European Time. A live webcast of the call will be available on the Logitech corporate website at http://ir.logitech.com.








Use of Non-GAAP Financial Information
To facilitate comparisons to Logitechs historical results, Logitech has included non-GAAP adjusted measures, which exclude share-based compensation expense, amortization of other intangible assets, restructuring charges (credits), other restructuring-related charges, investment impairment (recovery), benefit from (provision for) income taxes, one-time special charges and other items detailed under Supplemental Financial Information after the tables below. Logitech also presents percentage sales growth in constant currency, a non-GAAP measure, to show performance unaffected by fluctuations in foreign currency exchange rates. Percentage sales growth in constant currency is calculated by translating prior period sales in each local currency at the current periods average exchange rate for that currency and comparing that to current period sales. Logitech believes this information will help investors to evaluate its current period performance and trends in its business. With respect to the Companys outlook for Fiscal Year 2015 non-GAAP operating income, most of these excluded amounts pertain to events that have not yet occurred and are not currently possible to estimate with a reasonable degree of accuracy. Therefore, no reconciliation to the GAAP amount has been provided.
About Logitech
Logitech is a world leader in products that connect people to the digital experiences they care about. Spanning multiple computing, communication and entertainment platforms, Logitechs combined hardware and software enable or enhance digital navigation, music and video entertainment, gaming, social networking, audio and video communication over the Internet, video security and home-entertainment control. Founded in 1981, Logitech International is a Swiss public company listed on the SIX Swiss Exchange (LOGN) and on the Nasdaq Global Select Market (LOGI).
# # #
This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation statements regarding: the Companys product offerings, Fiscal Year 2015 revenue and operating income, and currency exchange rates. The forward-looking statements in this release involve risks and uncertainties that could cause Logitechs actual results and events to differ materially from those anticipated in these forward-looking statements, including, without limitation: if our product offerings, marketing activities and investment prioritization decisions do not result in the sales, profitability or profitability growth we expect, or when we expect it; the demand of our customers and our consumers for our products and our ability to accurately forecast it; if we fail to innovate and develop new products in a timely and cost-effective manner for our new and existing product categories; if we do not successfully execute on our growth opportunities in our new product categories or our growth opportunities are more limited than we expect; if sales of PC peripherals are less than we expect; the effect of pricing, product, marketing and other initiatives by our competitors, and our reaction to them, on our sales, gross margins and profitability; if our products and marketing strategies fail to separate our products from competitors products; if we do not fully realize our goals to lower our costs and improve our operating leverage; if there is a deterioration of business and economic conditions in one or more of our sales regions or operating segments, or significant fluctuations in exchange rates; the effect of changes to our effective income tax rates. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Logitechs periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, available at www.sec.gov, under the caption Risk Factors and elsewhere. Logitech does not undertake any obligation to update any forward-looking statements to reflect new information or events or circumstances occurring after the date of this press release.

Note that unless noted otherwise, comparisons are year over year.

Logitech, the Logitech logo, and other Logitech marks are registered in Switzerland and other countries. All other trademarks are the property of their respective owners. For more information about Logitech and its products, visit the companys Web site at www.logitech.com.

(LOGIIR)







LOGITECH INTERNATIONAL S.A.
(In thousands, except per share amounts) -Unaudited
Three Months Ended
Nine Months Ended
December 31,
December 31,
GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
2014
2013 (1)
2014
2013 (1)
Net sales
$
634,204

$
628,719

$
1,646,718

$
1,638,392

Cost of goods sold
402,921

414,418

1,028,905

1,071,867

Gross profit
231,283

214,301

617,813

566,525

����% of net sales
36.5
%
34.1
%
37.5
%
34.6
%
Operating expenses:
����Marketing and selling
103,307

94,273

290,215

288,817

����Research and development
33,616

34,577

97,257

108,589

����General and administrative
29,808

31,998

100,957

90,247

����Restructuring charges (credit), net
(146
)
822

(146
)
8,621

Total operating expenses
166,585

161,670

488,283

496,274

Operating income
64,698

52,631

129,530

70,251

Interest income (expense), net
224

(1,022
)
837

(862
)
Other income (expense), net
(3,016
)
1,082

(4,099
)
1,361

Income before income taxes
61,906

52,691

126,268

70,750

Provision for (benefit from) income taxes
(878
)
4,807

7,718

7,064

Net income
$
62,784

$
47,884

$
118,550

$
63,686

Net income per share:
����Basic
$
0.38

$
0.30

$
0.73

$
0.40

����Diluted
$
0.38

$
0.29

$
0.71

$
0.39

Shares used to compute net income per share :
����Basic
163,533

160,871

163,261

160,051

����Diluted
166,321

163,388

166,076

161,509







LOGITECH INTERNATIONAL S.A.
(In thousands) - Unaudited
December 31,
March 31,
December 31,
CONSOLIDATED BALANCE SHEETS
2014
2014
2013 (1)
Current assets:
����Cash and cash equivalents
$
516,613

$
469,412

$
379,865

����Accounts receivable
306,866

182,029

312,947

����Inventories
245,740

222,402

259,154

����Other current assets
65,613

59,157

61,518

��������Total current assets
1,134,832

933,000

1,013,484

Non-current assets:
����Property, plant and equipment, net
90,777

88,391

92,382

����Goodwill
343,437

345,010

345,036

����Other intangible assets
2,728

10,529

13,319

����Other assets
67,005

74,460

70,459

Total assets
$
1,638,779

$
1,451,390

$
1,534,680

Current liabilities:
����Accounts payable
$
350,335

$
242,815

$
325,559

����Accrued and other current liabilities
224,650

211,972

236,022

��������Total current liabilities
574,985

454,787

561,581

Non-current liabilities:
172,880

192,475

199,821

Total liabilities
747,865

647,262

761,402

Total shareholders' equity
890,914

804,128

773,278

Total liabilities and shareholders' equity
$
1,638,779

$
1,451,390

$
1,534,680







LOGITECH INTERNATIONAL S.A.
(In thousands) - Unaudited
Three Months Ended
Nine Months Ended
December 31,
December 31,
CONSOLIDATED STATEMENTS OF CASH FLOWS
2014
2013 (1)
2014
2013 (1)
Operating activities:
����Net income
$
62,784

$
47,884

$
118,550

$
63,686

����Adjustments to reconcile net income to net cash provided by operating activities:
��������Depreciation
9,867

10,913

29,559

32,755

��������Amortization of other intangible assets
2,266

4,472

7,624

14,990

��������Share-based compensation expense
7,047

8,913

20,046

17,412

��������Impairment of investments
2,154

38

2,259

568

��������Loss (gain) on disposal of property, plant and equipment
(34
)
1,422

(44
)
3,878

��������Excess tax benefits from share-based compensation
(1,867
)
(572
)
(2,533
)
(572
)
��������Deferred income taxes
(793
)
340

(3,151
)
(3,561
)
����Changes in operating assets and liabilities, net of acquisitions:
��������Accounts receivable, net
(57,465
)
(54,566
)
(131,026
)
(130,871
)
��������Inventories
(3,187
)
35,169

(30,171
)
13,496

��������Other assets
(952
)
4,173

(6,592
)
(2,968
)
��������Accounts payable
51,198

22,830

111,310

61,423

��������Accrued and other liabilities
5,336

13,374

21,227

40,463

������������Net cash provided by operating activities
76,354

94,390

137,058

110,699

Investing activities:
����Purchases of property, plant and equipment
(9,813
)
(9,724
)
(34,777
)
(34,910
)
����Investments in privately held companies


261

(2,550
)


����Acquisitions, net of cash acquired






(650
)
����Proceeds from return of investment from strategic investments






261

����Purchases of trading investments
(1,233
)
(1,685
)
(3,463
)
(7,831
)
����Proceeds from sales of trading investments
1,311

1,709

3,856

8,311

������������Net cash used in investing activities
(9,735
)
(9,439
)
(36,934
)
(34,819
)
Financing activities:
����Payment of cash dividends
(43,767
)


(43,767
)
(36,123
)
����Contingent cash payment of acquisition




(100
)


����Repurchase of ESPP awards




(1,078
)


����Proceeds from sales of shares upon exercise of options and purchase rights
933

2,330

2,466

8,465

����Tax withholdings related to net share settlements of restricted stock units
(6,133
)
(2,484
)
(7,456
)
(2,937
)
����Excess tax benefits from share-based compensation
1,867

572

2,533

572

������������Net cash provided by (used in) financing activities
(47,100
)
418

(47,402
)
(30,023
)
Effect of exchange rate changes on cash and cash equivalents
(3,128
)
(300
)
(5,521
)
184

����Net increase in cash and cash equivalents
16,391

85,069

47,201

46,041

Cash and cash equivalents, beginning of the period
500,222

294,796

469,412

333,824

Cash and cash equivalents, end of the period
$
516,613

$
379,865

$
516,613

$
379,865







LOGITECH INTERNATIONAL S.A.
(In thousands, except per share amounts) - Unaudited
NET RETAIL SALES BY PRODUCT CATEGORY
Three Months Ended
Nine Months Ended
December 31,
December 31,
SUPPLEMENTAL FINANCIAL INFORMATION
2014
2013 (1)
2014
2013 (1)
Net sales by channel:
����Retail
$
574,025

$
564,221

$
1,471,301

$
1,442,085

����OEM
30,297

34,542

91,323

106,581

����Video conferencing
29,882

29,956

84,094

89,726

��������Total net sales
$
634,204

$
628,719

$
1,646,718

$
1,638,392

Net retail sales by product family(*):
����PC Gaming
$
70,188

$
58,173

$
164,570

$
141,645

����Tablet & Other Accessories
55,100

77,009

114,973

150,263

����Mobile Speakers
62,264

34,198

139,631

68,032

��������Growth
187,552

169,380

419,174

359,940

����Pointing Devices
141,789

141,757

382,524

387,064

����PC Keyboards & Desktops
114,058

108,682

325,299

311,955

����Audio-PC &Wearables
58,696

69,021

166,999

195,082

����Video
46,682

38,154

118,822

105,740

����Remotes
25,116

26,049

56,224

53,950

��������Profit Maximization
386,341

383,663

1,049,868

1,053,791

����Other
132

11,178

2,259

28,354

��������Non-Strategic
132

11,178

2,259

28,354

������������Total net retail sales
$
574,025

$
564,221

$
1,471,301

$
1,442,085

__________________

* Certain products within the retail product families as presented in prior years have been reclassified to conform to the current year presentation, with no impact on previously reported total net retail sales.






LOGITECH INTERNATIONAL S.A.
(In thousands, except per share amounts) - Unaudited
GAAP TO NON GAAP RECONCILIATION (A)
Three Months Ended
Nine Months Ended
December 31,
December 31,
SUPPLEMENTAL FINANCIAL INFORMATION
2014
2013 (1)
2014
2013 (1)
Gross profit - GAAP
$
231,283

$
214,301

$
617,813

$
566,525

Share-based compensation expense
560

672

1,724

1,843

Amortization of other intangible assets
532

2,190

1,626

7,361

Restructuring-related charges






5,194

Gross profit - Non-GAAP
$
232,375

$
217,163

$
621,163

$
580,923

Gross margin - GAAP
36.5
%
34.1
%
37.5
%
34.6
%
Gross margin - Non-GAAP
36.6
%
34.5
%
37.7
%
35.5
%
Operating expenses - GAAP
$
166,585

$
161,670

$
488,283

$
496,274

Less: Share-based compensation expense
6,487

8,241

18,322

15,569

Less: Amortization of other intangible assets
1,734

2,282

5,998

7,629

Less: Restructuring charges (credits), net
(146
)
822

(146
)
8,621

Less: One time special charge
2,520



19,520



Operating expenses - Non-GAAP
$
155,990

$
150,325

$
444,589

$
464,455

% of net sales - GAAP
26.3
%
25.7
%
29.7
%
30.3
%
% of net sales - Non - GAAP
24.6
%
23.9
%
27.0
%
28.3
%
Operating income - GAAP
$
64,698

$
52,631

$
129,530

$
70,251

Share-based compensation expense
7,047

8,913

20,046

17,412

Amortization of other intangible assets
2,266

4,472

7,624

14,990

Restructuring charges (credits), net
(146
)
822

(146
)
8,621

Restructuring related charges






5,194

One time special charge
2,520



19,520



Operating income - Non - GAAP
$
76,385

$
66,838

$
176,574

$
116,468

% of net sales - GAAP
10.2
%
8.4
%
7.9
%
4.3
%
% of net sales - Non - GAAP
12.0
%
10.6
%
10.7
%
7.1
%
Net income - GAAP
$
62,784

$
47,884

$
118,550

$
63,686

Share-based compensation expense
7,047

8,913

20,046

17,412

Amortization of other intangible assets
2,266

4,472

7,624

14,990

Restructuring related charges






5,194

Restructuring charges (credits), net
(146
)
822

(146
)
8,621

One time special charge
2,520



19,520



Investment impairment, net
2,154

38

2,259

568

Provision for income taxes
(8,350
)
(4,803
)
(12,257
)
(10,171
)
Net income - Non - GAAP
$
68,275

$
57,326

$
155,596

$
100,300

Net income per share:
Diluted - GAAP
$
0.38

$
0.29

$
0.71

$
0.39

Diluted - Non - GAAP
$
0.41

$
0.35

$
0.94

$
0.62

Shares used to compute net income per share:
Diluted - GAAP and Non GAAP
166,321

163,388

166,076

161,509







LOGITECH INTERNATIONAL S.A.
(In thousands, except per share amounts) - Unaudited
SHARED BASED COMPENSATION EXPENSE
Three Months Ended
Nine Months Ended
December 31,
December 31,
SUPPLEMENTAL FINANCIAL INFORMATION
2014
2013
2014
2013
Share-based Compensation Expense
����Cost of goods sold
$
560

$
672

$
1,724

$
1,843

����Marketing and selling
2,786

3,057

6,995

5,980

����Research and Development
1,066

1,906

2,462

3,840

����General and administrative
2,635

3,278

8,865

5,749

����Income tax benefit
(1,623
)
(168
)
(4,720
)
(2,343
)
��������Total share-based compensation expense after income taxes
$
5,424

$
8,745

$
15,326

$
15,069

__________________

(1) As disclosed in the Companys Annual Report on Form 10-K for the year ended March 31, 2014 and in the audited consolidated financial statements contained therein, the Company has revised its financial statements for the fiscal year ended March 31, 2013. The impact of the adjustments also immaterially impact the financial statements for the first three quarters of the fiscal year ended March 31, 2014 as previously included in the Companys quarterly reports on Form 10-Q for Fiscal 2014. Accordingly, the financial statements for the three and nine months ended December 31, 2013 included in this earning release have been revised.

(A) Non-GAAP Financial Measures

To supplement our condensed consolidated financial results prepared in accordance with GAAP, we use a number of financial measures, both GAAP and non-GAAP, in analyzing and assessing our overall business performance, for making operating decisions and for forecasting and planning future periods. We consider the use of non-GAAP financial measures helpful in assessing our current financial performance, ongoing operations and prospects for the future as well as understanding financial and business trends relating to our financial condition and results of operations.

While we use non-GAAP financial measures as a tool to enhance our understanding of certain aspects of our financial performance and to provide incremental insight into the underlying factors and trends affecting both our performance and our cash-generating potential, we do not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, we believe that disclosing non-GAAP financial measures to the readers of our financial statements provides useful supplemental data that, while not a substitute for GAAP financial measures, can offer insight in the review of our financial and operational performance and enables investors to more fully understand trends in our current and future performance. In assessing our business during the three and nine months ended December 31, 2014, we excluded items in the following general categories, each of which are described below:

Share-based compensation expenses. We believe that providing non-GAAP measures excluding share-based compensation expense, in addition to the GAAP measures, allows for a more transparent comparison of our financial results from period to period. We prepare and maintain our budgets and forecasts for future periods on a basis consistent with this non-GAAP financial measure. Further, companies use a variety of types of equity awards as well as a variety of methodologies, assumptions and estimates to determine share-based compensation expense. We believe that excluding share-based compensation expense enhances our ability and the ability of investors to understand the impact of non-cash share-based compensation on our operating results and to compare our results against the results of other companies.

Amortization of other intangible assets. We incur intangible asset amortization expense, primarily in connection with our acquisitions of various businesses and technologies. The amortization of purchased intangibles varies depending on the level of acquisition activity. We exclude these various charges in budgeting, planning and forecasting future periods and we believe that providing the non-GAAP measures excluding these various non-cash charges, as well as the GAAP measures, provides additional insight when comparing our operating expenses and financial results from period to period.

Restructuring and restructuring-related charges. These expenses are associated with re-aligning our business strategies based on current economic conditions. We have undertaken several restructurings in recent years. In connection with our restructuring initiatives, we incurred restructuring charges related to employee terminations, facility closures and early cancellation of certain contracts. Our restructuring initiatives also resulted in other costs related to restructurings not qualifying for inclusion in





restructuring charges. We believe that providing the non-GAAP measures excluding these charges, as well as the GAAP measures, assists our investors because such charges are not reflective of our ongoing operating results in the current period.

One-time special charges:��costs related to investigations.��These expenses are forensic accounting, audit,
consulting and legal fees related to the Audit Committees investigation and the ongoing formal investigation by the Securities and Exchange Commission.��We believe that providing the non-GAAP measures excluding these charges, as well as the GAAP measures, assists our investors because such charges are one-time in nature and not reflective of our ongoing operations.

Other charges. We provided non-GAAP measures excluding the effect of certain charges and income that are not reflective of our ongoing operations.

In addition, Logitech presents percentage sales growth in constant currency, a non-GAAP measure, to show performance unaffected by fluctuations in foreign currency exchange rates.��Percentage sales growth in constant currency is calculated by translating prior period sales in each local currency at the current periods average exchange rate for that currency and comparing that to current period sales.��Retail�sales for the three months ended December 31, 2014 compared to retail sales for the three months ended December 31, 2013 grew 5 percent in constant currency, on a non-GAAP basis, and 2 percent on a GAAP basis, an increase of 3 percentage points due to foreign currency exchange rates.

Each of the non-GAAP financial measures described above, and used in this press release, should not be considered in isolation from, or as a substitute for, a measure of financial performance prepared in accordance with GAAP. Further, investors are cautioned that there are inherent limitations associated with the use of each of these non-GAAP financial measures as an analytical tool. In particular, these non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and may be reflected in the Companys financial results for the foreseeable future. We compensate for these limitations by providing specific information in the reconciliation included in this press release regarding the GAAP amounts excluded from the non-GAAP financial measures. In addition, as noted above, we evaluate the non-GAAP financial measures together with the most directly comparable GAAP financial information.




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