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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2022
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: 0-29174
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
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| Canton of Vaud, | Switzerland | None |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Logitech International S.A.
EPFL - Quartier de l'Innovation
Daniel Borel Innovation Center
1015 Lausanne, Switzerland
c/o Logitech Inc.
7700 Gateway Boulevard
Newark, California 94560
(Address of principal executive offices and zip code)
510 795-8500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Registered Shares | LOGN | SIX Swiss Exchange |
Registered Shares | LOGI | Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer | | ý | | Smaller reporting company | ☐ |
Accelerated filer | | ☐ | | Emerging Growth Company | ☐ |
Non-accelerated filer | | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý
As of January 12, 2023, there were 160,304,010 shares of the Registrant’s share capital outstanding.
TABLE OF CONTENTS
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Part I | FINANCIAL INFORMATION | |
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In this document, unless otherwise indicated, references to the “Company,” “Logitech,” "we," "our," and "us" are to Logitech International S.A. and its consolidated subsidiaries. Unless otherwise specified, all references to U.S. Dollar, Dollar or $ are to the United States Dollar, the legal currency of the United States of America. All references to CHF are to the Swiss Franc, the legal currency of Switzerland.
Logitech, the Logitech logo, and the Logitech products referred to herein are either the trademarks or the registered trademarks of Logitech. All other trademarks are the property of their respective owners.
Our fiscal year ends on March 31. Interim quarters are generally thirteen-week periods, each ending on a Friday of each quarter. The third quarter of fiscal year 2023 ended on December 30, 2022. The same quarter in the prior fiscal year ended on December 31, 2021. For purposes of presentation, we have indicated our quarterly periods end on the last day of the calendar quarter.
The term “sales” means net sales, except as otherwise specified.
We make available, free of charge on our website, access to our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we file or furnish them electronically with the Securities and Exchange Commission ("SEC").
We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website at https://ir.logitech.com. Additionally, we provide notifications of news or announcements regarding our operations and financial performance, including SEC filings, investor events, and press and earnings releases as part of our investor relations website. We intend to use our investor relations website as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Our corporate governance information also is available on our investor relations website.
All references to our websites are intended to be inactive textual references only, and the content of such websites do not constitute a part of and are not intended to be incorporated into this Quarterly Report on Form 10-Q.
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
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| | Three Months Ended December 31, | | Nine Months Ended December 31, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Net sales | | $ | 1,269,925 | | | $ | 1,632,782 | | | $ | 3,578,741 | | | $ | 4,251,107 | |
Cost of goods sold | | 789,489 | | | 971,646 | | | 2,193,735 | | | 2,470,980 | |
Amortization of intangible assets | | 3,168 | | | 3,126 | | | 9,355 | | | 11,028 | |
Gross profit | | 477,268 | | | 658,010 | | | 1,375,651 | | | 1,769,099 | |
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Operating expenses: | | | | | | | | |
Marketing and selling | | 196,653 | | | 269,941 | | | 628,122 | | | 778,882 | |
Research and development | | 65,640 | | | 75,529 | | | 210,166 | | | 213,436 | |
General and administrative | | 29,766 | | | 38,478 | | | 92,215 | | | 112,291 | |
Amortization of intangible assets and acquisition-related costs | | 2,810 | | | 3,662 | | | 9,052 | | | 13,986 | |
Impairment of intangible assets | | — | | | 7,000 | | | — | | | 7,000 | |
Change in fair value of contingent consideration for business acquisition | | — | | | (1,110) | | | — | | | (3,509) | |
Restructuring charges, net | | 5,654 | | | 1,759 | | | 16,471 | | | 1,770 | |
Total operating expenses | | 300,523 | | | 395,259 | | | 956,026 | | | 1,123,856 | |
| | | | | | | | |
Operating income | | 176,745 | | | 262,751 | | | 419,625 | | | 645,243 | |
Interest income | | 4,665 | | | 278 | | | 9,573 | | | 795 | |
Other income (expense), net | | 1,406 | | | (3,673) | | | (18,367) | | | (1,941) | |
Income before income taxes | | 182,816 | | | 259,356 | | | 410,831 | | | 644,097 | |
Provision for income taxes | | 42,663 | | | 49,345 | | | 87,751 | | | 107,789 | |
Net income | | $ | 140,153 | | | $ | 210,011 | | | $ | 323,080 | | | $ | 536,308 | |
| | | | | | | | |
Net income per share: | | | | | | | | |
Basic | | $ | 0.87 | | | $ | 1.26 | | | $ | 1.98 | | | $ | 3.19 | |
Diluted | | $ | 0.86 | | | $ | 1.24 | | | $ | 1.96 | | | $ | 3.14 | |
| | | | | | | | |
Weighted average shares used to compute net income per share: | | | | | | | | |
Basic | | 161,244 | | | 167,090 | | | 163,042 | | | 167,953 | |
Diluted | | 162,529 | | | 169,707 | | | 164,427 | | | 171,027 | |
| | | | | | | | |
| | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Nine Months Ended December 31, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Net income | | $ | 140,153 | | | $ | 210,011 | | | $ | 323,080 | | | $ | 536,308 | |
Other comprehensive income (loss): | | | | | | | | |
Currency translation gain (loss): | | | | | | | | |
Currency translation gain (loss), net of taxes | | 33,076 | | | (5,806) | | | (6,207) | | | (9,733) | |
Reclassification of cumulative translation adjustments included in other income (expense), net | | 219 | | | — | | | 219 | | | 1,051 | |
Defined benefit plans: | | | | | | | | |
Net gain (loss) and prior service costs, net of taxes | | (104) | | | (443) | | | 8 | | | (848) | |
Reclassification of amortization included in other income (expense), net | | (112) | | | 211 | | | (338) | | | 634 | |
Hedging gain (loss): | | | | | | | | |
Deferred hedging gain (loss), net of taxes | | (6,325) | | | 1,061 | | | 5,239 | | | 3,723 | |
Reclassification of hedging gain included in cost of goods sold | | (4,728) | | | (3,200) | | | (11,766) | | | (5,108) | |
Total other comprehensive gain (loss) | | 22,026 | | | (8,177) | | | (12,845) | | | (10,281) | |
Total comprehensive income | | $ | 162,179 | | | $ | 201,834 | | | $ | 310,235 | | | $ | 526,027 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(unaudited)
| | | | | | | | | | | | | | |
| | December 31, 2022 | | March 31, 2022 |
Assets | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 1,036,131 | | | $ | 1,328,716 | |
Accounts receivable, net | | 802,435 | | | 675,604 | |
Inventories | | 797,695 | | | 933,124 | |
Other current assets | | 125,088 | | | 135,478 | |
Total current assets | | 2,761,349 | | | 3,072,922 | |
Non-current assets: | | | | |
Property, plant and equipment, net | | 118,183 | | | 109,807 | |
Goodwill | | 454,471 | | | 448,175 | |
Other intangible assets, net | | 69,364 | | | 83,779 | |
Other assets | | 335,879 | | | 320,722 | |
Total assets | | $ | 3,739,246 | | | $ | 4,035,405 | |
Liabilities and Shareholders’ Equity | | | | |
Current liabilities: | | | | |
Accounts payable | | $ | 491,488 | | | $ | 636,306 | |
Accrued and other current liabilities | | 705,569 | | | 784,848 | |
Total current liabilities | | 1,197,057 | | | 1,421,154 | |
Non-current liabilities: | | | | |
Income taxes payable | | 117,608 | | | 83,380 | |
Other non-current liabilities | | 165,915 | | | 132,133 | |
Total liabilities | | 1,480,580 | | | 1,636,667 | |
Commitments and contingencies (Note 10) | | | | |
Shareholders’ equity: | | | | |
Registered shares, CHF 0.25 par value: | | 30,148 | | | 30,148 | |
Issued shares — 173,106 at December 31, 2022 and March 31, 2022 | | | | |
Additional shares that may be issued out of conditional capital — 50,000 at December 31, 2022 and March 31, 2022 | | | | |
Additional shares that may be issued out of authorized capital — 17,311 at December 31, 2022 and March 31, 2022 | | | | |
Additional paid-in capital | | 116,012 | | | 129,925 | |
Shares in treasury, at cost — 12,470 at December 31, 2022 and 7,855 at March 31, 2022 | | (906,606) | | | (632,893) | |
Retained earnings | | 3,136,080 | | | 2,975,681 | |
Accumulated other comprehensive loss | | (116,968) | | | (104,123) | |
Total shareholders’ equity | | 2,258,666 | | | 2,398,738 | |
Total liabilities and shareholders’ equity | | $ | 3,739,246 | | | $ | 4,035,405 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited) | | | | | | | | | | | | | | |
| | Nine Months Ended December 31, |
| | 2022 | | 2021 |
Cash flows from operating activities: | | | | |
Net income | | $ | 323,080 | | | $ | 536,308 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Depreciation | | 56,698 | | | 65,387 | |
Amortization of intangible assets | | 18,173 | | | 24,223 | |
Impairment of intangible assets | | — | | | 7,000 | |
Loss on investments | | 13,065 | | | 1,421 | |
| | | | |
Share-based compensation expense | | 51,740 | | | 72,465 | |
Deferred income taxes | | 24,228 | | | 27,369 | |
Change in fair value of contingent consideration for business acquisition | | — | | | (3,509) | |
Other | | 1,411 | | | 1,068 | |
Changes in assets and liabilities, net of acquisitions: | | | | |
Accounts receivable, net | | (123,547) | | | (236,358) | |
Inventories | | 126,309 | | | (177,828) | |
Other assets | | 20,918 | | | (20,569) | |
Accounts payable | | (134,848) | | | (80,637) | |
Accrued and other liabilities | | (60,060) | | | (17,612) | |
Net cash provided by operating activities | | 317,167 | | | 198,728 | |
Cash flows from investing activities: | | | | |
Purchases of property, plant and equipment | | (69,122) | | | (63,726) | |
Investment in privately held companies | | (2,626) | | | (1,260) | |
Acquisitions, net of cash acquired | | (8,527) | | | (15,886) | |
| | | | |
Purchases of short-term investments | | — | | | (10,000) | |
Proceeds from the sale of short-term investments | | — | | | 1,225 | |
Purchases of deferred compensation investments | | (5,186) | | | (3,644) | |
Proceeds from sales of deferred compensation investments | | 4,750 | | | 4,285 | |
Net cash used in investing activities | | (80,711) | | | (89,006) | |
Cash flows from financing activities: | | | | |
Payment of cash dividends | | (158,680) | | | (159,410) | |
Payment of contingent consideration for business acquisition | | (5,954) | | | (880) | |
Purchases of registered shares | | (327,731) | | | (290,625) | |
Proceeds from exercises of stock options and purchase rights | | 16,064 | | | 16,644 | |
Tax withholdings related to net share settlements of restricted stock units | | (28,734) | | | (58,528) | |
Net cash used in financing activities | | (505,035) | | | (492,799) | |
Effect of exchange rate changes on cash and cash equivalents | | (24,006) | | | (2,839) | |
Net decrease in cash and cash equivalents | | (292,585) | | | (385,916) | |
Cash and cash equivalents, beginning of the period | | 1,328,716 | | | 1,750,327 | |
Cash and cash equivalents, end of the period | | $ | 1,036,131 | | | $ | 1,364,411 | |
Supplementary Cash Flow Disclosures: | | | | |
Non-cash investing and financing activities: | | | | |
Property, plant and equipment purchased during the period and included in period end liability accounts | | $ | 9,250 | | | $ | 13,707 | |
Non-cash contingent consideration for acquisition | | $ | 2,151 | | | $ | 9,013 | |
| | | | |
Right-of-use assets obtained in exchange for operating lease liabilities | | $ | 42,814 | | | $ | — | |
Supplemental cash flow information: | | | | |
Income taxes paid, net | | $ | 65,154 | | | $ | 175,775 | |
| | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands)
(unaudited)
Three Months Ended December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Additional Paid-in Capital | | | | | | | | Accumulated Other Comprehensive Loss | | Total Shareholders’ Equity |
| Registered Shares | | | Treasury Shares | | Retained Earnings | | |
| Shares | | Amount | | | Shares | | Amount | | | |
September 30, 2022 | 173,106 | | | $ | 30,148 | | | $ | 106,130 | | | 10,943 | | | $ | (824,650) | | | $ | 2,995,927 | | | $ | (138,994) | | | $ | 2,168,561 | |
Total comprehensive income | — | | | — | | | — | | | — | | | — | | | 140,153 | | | 22,026 | | | 162,179 | |
Purchases of registered shares | — | | | — | | | — | | | 1,746 | | | (90,170) | | | — | | | — | | | (90,170) | |
Sales of shares upon exercise of stock options and purchase rights | — | | | — | | | (2,582) | | | (155) | | | 5,796 | | | — | | | — | | | 3,214 | |
Issuance of shares upon vesting of restricted stock units | — | | | — | | | (4,410) | | | (64) | | | 2,418 | | | — | | | — | | | (1,992) | |
| | | | | | | | | | | | | | | |
Share-based compensation | — | | | — | | | 16,874 | | | — | | | — | | | — | | | — | | | 16,874 | |
| | | | | | | | | | | | | | | |
December 31, 2022 | 173,106 | | | $ | 30,148 | | | $ | 116,012 | | | 12,470 | | | $ | (906,606) | | | $ | 3,136,080 | | | $ | (116,968) | | | $ | 2,258,666 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Nine Months Ended December 31, 2022 |
| | | | | | | | | | | | | | | |
| | | | | Additional Paid-in Capital | | | | | | | | Accumulated Other Comprehensive Loss | | Total Shareholders’ Equity |
| Registered Shares | | | Treasury Shares | | Retained Earnings | | |
| Shares | | Amount | | | Shares | | Amount | | | |
March 31, 2022 | 173,106 | | | $ | 30,148 | | | $ | 129,925 | | | 7,855 | | | $ | (632,893) | | | $ | 2,975,681 | | | $ | (104,123) | | | $ | 2,398,738 | |
Total comprehensive income | — | | | — | | | — | | | — | | | — | | | 323,080 | | | (12,845) | | | 310,235 | |
Purchases of registered shares | — | | | — | | | — | | | 5,967 | | | (327,731) | | | — | | | — | | | (327,731) | |
Sales of shares upon exercise of stock options and purchase rights | — | | | — | | | (930) | | | (423) | | | 16,994 | | | — | | | — | | | 16,064 | |
Issuance of shares upon vesting of restricted stock units | — | | | — | | | (65,758) | | | (929) | | | 37,024 | | | — | | | — | | | (28,734) | |
| | | | | | | | | | | | | | | |
Share-based compensation | — | | | — | | | 52,775 | | | — | | | — | | | — | | | — | | | 52,775 | |
Cash dividends ($1.00 per share) | — | | | — | | | — | | | — | | | — | | | (162,681) | | | — | | | (162,681) | |
December 31, 2022 | 173,106 | | | $ | 30,148 | | | $ | 116,012 | | | 12,470 | | | $ | (906,606) | | | $ | 3,136,080 | | | $ | (116,968) | | | $ | 2,258,666 | |
Three Months Ended December 31, 2021
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Additional Paid-in Capital | | | | | | | | Accumulated Other Comprehensive Loss | | Total Shareholders’ Equity |
| Registered Shares | | | Treasury Shares | | Retained Earnings | | |
| Shares | | Amount | | | Shares | | Amount | | | |
September 30, 2021 | 173,106 | | | $ | 30,148 | | | $ | 99,434 | | | 5,331 | | | $ | (413,345) | | | $ | 2,657,465 | | | $ | (111,019) | | | $ | 2,262,683 | |
Total comprehensive income | — | | | — | | | — | | | — | | | — | | | 210,011 | | | (8,177) | | | 201,834 | |
Purchases of registered shares | — | | | — | | | — | | | 1,379 | | | (116,245) | | | — | | | — | | | (116,245) | |
Sales of shares upon exercise of stock options and purchase rights | — | | | — | | | 8 | | | — | | | — | | | — | | | — | | | 8 | |
Issuance of shares upon vesting of restricted stock units | — | | | — | | | (6,887) | | | (71) | | | 3,110 | | | — | | | — | | | (3,777) | |
| | | | | | | | | | | | | | | |
Share-based compensation | — | | | — | | | 23,439 | | | — | | | — | | | — | | | — | | | 23,439 | |
| | | | | | | | | | | | | | | |
December 31, 2021 | 173,106 | | | $ | 30,148 | | | $ | 115,994 | | | 6,639 | | | $ | (526,480) | | | $ | 2,867,476 | | | $ | (119,196) | | | $ | 2,367,942 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Nine Months Ended December 31, 2021 |
| | | | | | | | | | | | | | | |
| | | | | Additional Paid-in Capital | | | | | | | | Accumulated Other Comprehensive Loss | | Total Shareholders’ Equity |
| Registered Shares | | | Treasury Shares | | Retained Earnings | | |
| Shares | | Amount | | | Shares | | Amount | | | |
March 31, 2021 | 173,106 | | | $ | 30,148 | | | $ | 129,519 | | | 4,799 | | | $ | (279,541) | | | $ | 2,490,578 | | | $ | (108,915) | | | $ | 2,261,789 | |
Total comprehensive income | — | | | — | | | — | | | — | | | — | | | 536,308 | | | (10,281) | | | 526,027 | |
Purchases of registered shares | — | | | — | | | — | | | 3,035 | | | (290,625) | | | — | | | — | | | (290,625) | |
Sales of shares upon exercise of stock options and purchase rights | — | | | — | | | 8,397 | | | (226) | | | 8,247 | | | — | | | — | | | 16,644 | |
Issuance of shares upon vesting of restricted stock units | — | | | — | | | (93,967) | | | (969) | | | 35,439 | | | — | | | — | | | (58,528) | |
| | | | | | | | | | | | | | | |
Share-based compensation | — | | | — | | | 72,045 | | | — | | | — | | | — | | | — | | | 72,045 | |
Cash dividends ($0.95 per share) | — | | | — | | | — | | | — | | | — | | | (159,410) | | | — | | | (159,410) | |
December 31, 2021 | 173,106 | | | $ | 30,148 | | | $ | 115,994 | | | 6,639 | | | $ | (526,480) | | | $ | 2,867,476 | | | $ | (119,196) | | | $ | 2,367,942 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
LOGITECH INTERNATIONAL S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 — The Company and Summary of Significant Accounting Policies and Estimates
The Company
Logitech International S.A, together with its consolidated subsidiaries ("Logitech" or the "Company"), designs, manufactures and markets products that help connect people to digital and cloud experiences. Over forty years ago, Logitech created products to improve experiences around the personal computer ("PC") platform, and today it is a multi-brand, multi-category company designing products that enable better experiences consuming, sharing and creating any digital content such as computing, gaming, video, and music, whether it is on a computer, mobile device or in the cloud.
The Company sells its products to a broad network of domestic and international customers, including direct sales to retailers, e-tailers and enterprise customers, and indirect sales through distributors.
Logitech was founded in Switzerland in 1981 and Logitech International S.A. has been the parent holding company of Logitech since 1988. Logitech International S.A. is a Swiss holding company with its registered office in Hautemorges, Switzerland, and headquarters in Lausanne, Switzerland, which conducts its business through subsidiaries in the Americas, Europe, Middle East and Africa ("EMEA") and Asia Pacific. Shares of Logitech International S.A. are listed on both the SIX Swiss Exchange under the trading symbol LOGN and the Nasdaq Global Select Market under the trading symbol LOGI.
Basis of Presentation
The condensed consolidated financial statements include the accounts of Logitech and its subsidiaries. All intercompany balances and transactions have been eliminated. The condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and therefore do not include all the information required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2022, included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on May 18, 2022.
In the opinion of management, these condensed consolidated financial statements include all adjustments, consisting of only normal and recurring adjustments, necessary and in all material aspects, for a fair statement of the results of operations, comprehensive income, financial position, cash flows and changes in shareholders' equity for the periods presented. Operating results for the three and nine months ended December 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2023, or any future periods.
Changes in Significant Accounting Policies
Other than the recent accounting pronouncements adopted and discussed below under Recent Accounting Pronouncements Adopted, there have been no material changes in the Company’s significant accounting policies during the nine months ended December 31, 2022 compared with the significant accounting policies described in its Annual Report on Form 10-K for the fiscal year ended March 31, 2022.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Significant estimates and assumptions made by management involve the fair value of goodwill and intangible assets acquired from business acquisitions, contingent consideration for a business acquisition and periodic reassessment of its fair value, valuation of investment in privately held companies classified under Level 3 fair value hierarchy, pension obligations, accruals for customer incentives, cooperative marketing, and pricing programs and related breakage when appropriate, inventory valuation, share-based compensation expense, uncertain tax positions, and valuation allowances for deferred tax assets. Although these
estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results could differ materially from those estimates.
Risks and Uncertainties
Impacts of Macroeconomic and Geopolitical Conditions and Other Factors on the Company's Business
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the world. The COVID-19 pandemic resulted in industry-wide global supply chain challenges, including manufacturing, transportation and logistics. The Company purchases certain products and key components from a limited number of sources, and depends on the supply chain, including freight, to receive components, transport finished goods and deliver the Company's products across the world.
More recently, the Company has also been impacted by adverse macroeconomic and geopolitical conditions. These conditions include but are not limited to inflation, foreign currency fluctuations, and slowdown of economic activity around the world, in part due to rising interest rates, and lower consumer and enterprise spending. In addition, the war in Ukraine increased global supply chain, logistics, and inflationary challenges. Such global or regional economic and political conditions adversely affect demand for the Company's products. These conditions also have an impact on the Company's suppliers, contract manufacturers, logistics providers, and distributors, causing volatility in cost of materials and shipping and transportation rates, and as a result impacting the pricing of the Company's products. Price increases may not successfully offset cost increases or may cause the Company to lose market share and in turn adversely impact the Company's results of operations.
While global supply chain challenges have improved since the second quarter of fiscal year 2023, including logistics costs and shipping lead times, the increase of COVID-19 infections in China during the third quarter of fiscal year 2023 causes uncertainty in supply availability. If macroeconomic and geopolitical conditions and COVID-19 related factors do not improve or worsen, the Company's results of operations will continue to be adversely impacted.
Recent Accounting Pronouncements Adopted
In October 2021, the Financial Accounting Standard Board issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" (ASU 2021-08). The update requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, as if it had originated the contracts. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company early adopted the standard effective April 1, 2022 and applies the standard prospectively to business combinations that occurred on or after April 1, 2022. The adoption of ASU 2021-08 did not have a material impact on the Company's condensed consolidated financial statements.
Note 2 — Net Income Per Share
The following table summarizes the computations of basic and diluted net income per share for the three and nine months ended December 31, 2022 and 2021 (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Nine Months Ended December 31, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Net income | | $ | 140,153 | | | $ | 210,011 | | | $ | 323,080 | | | $ | 536,308 | |
| | | | | | | | |
Shares used in net income per share computation: | | | | | | | | |
Weighted average shares outstanding - basic | | 161,244 | | | 167,090 | | | 163,042 | | | 167,953 | |
Effect of potentially dilutive equivalent shares | | 1,285 | | | 2,617 | | | 1,385 | | | 3,074 | |
Weighted average shares outstanding - diluted | | 162,529 | | | 169,707 | | | 164,427 | | | 171,027 | |
| | | | | | | | |
Net income per share: | | | | | | | | |
Basic | | $ | 0.87 | | | $ | 1.26 | | | $ | 1.98 | | | $ | 3.19 | |
Diluted | | $ | 0.86 | | | $ | 1.24 | | | $ | 1.96 | | | $ | 3.14 | |
Share equivalents attributable to outstanding stock options, restricted stock units ("RSUs") and employee share purchase plans ("ESPP") totaling 1.6 million and 0.8 million for the three months ended December 31, 2022 and 2021, respectively, and 2.0 million and 0.9 million for the nine months ended December 31, 2022 and 2021, respectively, were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive. A small number of performance-based awards were not included in the calculation because all necessary conditions had not been satisfied by the end of the respective period, and those shares were not issuable if the end of the reporting period were the end of the performance contingency period.
Note 3 — Employee Benefit Plans
Employee Share Purchase Plans and Stock Incentive Plans
As of December 31, 2022, the Company offers the 2006 Employee Share Purchase Plan (Non-U.S.), as amended and restated ("2006 ESPP"), the 1996 Employee Share Purchase Plan (U.S.), as amended and restated ("1996 ESPP"), and the 2006 Stock Incentive Plan ("2006 Plan") as amended and restated. Shares issued to employees as a result of purchases or exercises under these plans are generally issued from shares held in treasury stock.
The following table summarizes the share-based compensation expense and total income tax benefit recognized for share-based awards for the three and nine months ended December 31, 2022 and 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Nine Months Ended December 31, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Cost of goods sold | | $ | 1,324 | | | $ | 1,782 | | | $ | 4,228 | | | $ | 5,253 | |
Marketing and selling | | 8,014 | | | 10,699 | | | 25,240 | | | 28,987 | |
Research and development | | 2,756 | | | 4,510 | | | 11,568 | | | 14,295 | |
General and administrative | | 3,711 | | | 7,801 | | | 10,704 | | | 23,930 | |
| | | | | | | | |
Total share-based compensation expense | | 15,805 | | | 24,792 | | | 51,740 | | | 72,465 | |
Income tax benefit | | (3,276) | | | (3,581) | | | (7,496) | | | (23,460) | |
Total share-based compensation expense, net of income tax benefit | | $ | 12,529 | | | $ | 21,211 | | | $ | 44,244 | | | $ | 49,005 | |
The income tax benefit in the respective periods primarily consisted of tax benefits related to the share-based compensation expense for the period and direct tax benefit realized, including net excess tax benefits recognized from share-based awards vested or exercised during the period.
Share-based compensation costs capitalized as part of inventory were $1.3 million and $1.1 million for the three months ended December 31, 2022 and 2021, respectively, and $4.4 million and $4.1 million for the nine months ended December 31, 2022 and 2021, respectively.
Defined Benefit Plans
Certain of the Company’s subsidiaries sponsor defined benefit pension plans or non-retirement post-employment benefits covering substantially all of their employees. Benefits are provided based on employees’ years of service and earnings, or in accordance with applicable employee benefit regulations. The Company’s practice is to fund amounts sufficient to meet the requirements set forth in the applicable employee benefit and tax regulations. The costs of $2.7 million and $3.4 million recorded for the three months ended December 31, 2022 and 2021, respectively, and $8.3 million and $10.0 million for the nine months ended December 31, 2022 and 2021, respectively, were primarily related to service costs.
Note 4 — Income Taxes
The Company is incorporated in Switzerland but operates in various countries with differing tax laws and rates. Further, a portion of the Company’s income before taxes and the provision for (benefit from) income taxes are generated outside of Switzerland.
The income tax provision for the three and nine months ended December 31, 2022 was $42.7 million and $87.8 million, based on an effective income tax rate of 23.3% and 21.4% of pre-tax income, respectively. The income tax provision for the same periods ended December 30, 2021 was $49.3 million and $107.8 million, based on an effective income tax rate of 19.0% and 16.7% of pre-tax income, respectively.
The change in the effective income tax rate for the three and nine months ended December 31, 2022 was primarily due to the mix of income and losses in the various tax jurisdictions in which the Company operates. There were discrete tax benefits of $0.2 million and $1.4 million from the recognition of excess tax benefits in the United States in the three and nine months ended December 31, 2022, respectively. In addition, there were discrete tax benefits of $1.7 million and $3.2 million from the reversal of uncertain tax positions from the expiration of statutes of limitations, respectively, in the three and nine month period ended December 31, 2022. The change in the effective income tax rate for the three and nine months ended December 31, 2021 was primarily due to the mix of income and losses in the various tax jurisdictions in which the Company operates. There were discrete tax benefits of $0.8 million and $15.2 million from the recognition of excess tax benefits in the United States in the three and nine months ended December 31, 2021, respectively. Furthermore, there were discrete tax benefits of $1.3 million and $2.8 million from the reversal of uncertain tax positions from the expiration of statutes of limitations, respectively, in the three and nine month period ended December 31, 2021.
As of December 31, 2022 and March 31, 2022, the total amount of unrecognized tax benefits due to uncertain tax positions was $184.0 million and $176.0 million, respectively, all of which would affect the effective income tax rate if recognized.
As of December 31, 2022 and March 31, 2022, the Company had $117.6 million and $83.4 million, respectively, in non-current income taxes payable including interest and penalties, related to the Company's income tax liability for uncertain tax positions.
The Company recognizes interest and penalties related to unrecognized tax positions in the income tax provision. As of December 31, 2022 and March 31, 2022, the Company had $5.2 million and $3.6 million, respectively, of accrued interest and penalties related to uncertain tax positions in non-current income taxes payable.
Although the Company has adequately provided for uncertain tax positions, the provisions related to these positions may change as revised estimates are made or the underlying matters are settled or otherwise resolved. During fiscal year 2023, the Company continues to review its tax positions and provide for or reverse unrecognized tax benefits as they arise. During the next twelve months, it is reasonably possible that the amount of unrecognized tax benefits could increase or decrease significantly due to changes in tax law in various jurisdictions, new tax audits and changes in the U.S. dollar as compared to other currencies. Excluding these factors, uncertain tax
positions may decrease by as much as $4.3 million from the lapse of the statutes of limitations in various jurisdictions during the next twelve months.
On August 16, 2022, the “Inflation Reduction Act” (H.R. 5376) ("IRA") was signed into law in the United States. The IRA establishes a new corporate alternative minimum tax based on financial statement income adjusted for certain items. The new minimum tax is effective for tax years beginning after December 31, 2022. The Company does not expect the IRA will have a material impact to the Company's financial statements when it becomes effective.
Note 5 — Balance Sheet Components
The following table presents the components of certain balance sheet asset amounts (in thousands):
| | | | | | | | | | | | | | |
| | December 31, 2022 | | March 31, 2022 |
Accounts receivable, net: | | | | |
Accounts receivable | | $ | 1,121,377 | | | $ | 964,766 | |
Allowance for doubtful accounts | | — | | | (2,212) | |
Allowance for sales returns | | (14,021) | | | (12,321) | |
Allowance for cooperative marketing arrangements | | (62,734) | | | (56,372) | |
Allowance for customer incentive programs | | (114,160) | | | (97,460) | |
Allowance for pricing programs | | (128,027) | | | (120,797) | |
| | $ | 802,435 | | | $ | 675,604 | |
Inventories: | | | | |
Raw materials | | $ | 202,798 | | | $ | 226,155 | |
Finished goods | | 594,897 | | | 706,969 | |
| | $ | 797,695 | | | $ | 933,124 | |
Other current assets: | | | | |
Value-added tax ("VAT") receivables | | $ | 51,681 | | | $ | 58,850 | |
Prepaid expenses and other assets | | 73,407 | | | 76,628 | |
| | $ | 125,088 | | | $ | 135,478 | |
Property, plant and equipment, net: | | | | |
Property, plant and equipment | | $ | 496,830 | | | $ | 459,413 | |
Less: accumulated depreciation and amortization | | (378,647) | | | (349,606) | |
| | $ | 118,183 | | | $ | 109,807 | |
Other assets: | | | | |
Deferred tax assets | | $ | 190,558 | | | $ | 193,629 | |
Investments in privately held companies | | 32,600 | | | 43,068 | |
Right-of-use assets | | 69,953 | | | 40,661 | |
Investments for deferred compensation plan | | 27,665 | | | 28,431 | |
Other assets | | 15,103 | | | 14,933 | |
| | $ | 335,879 | | | $ | 320,722 | |
The following table presents the components of certain balance sheet liability amounts (in thousands):
| | | | | | | | | | | | | | |
| | December 31, 2022 | | March 31, 2022 |
Accrued and other current liabilities: | | | | |
Accrued customer marketing, pricing and incentive programs | | $ | 238,518 | | | $ | 232,393 | |
Accrued personnel expenses | | 113,486 | | | 165,090 | |
Accrued sales return liability | | 42,743 | | | 40,507 | |
Warranty accrual | | 29,999 | | | 32,987 | |
VAT payable | | 34,149 | | | 39,602 | |
Income taxes payable | | 17,839 | | | 35,355 | |
| | | | |
Accrued payables - non-inventory | | 18,398 | | | 26,722 | |
Operating lease liabilities | | 11,577 | | | 13,690 | |
| | | | |
Contingent consideration | | 6,368 | | | 8,042 | |
Other current liabilities | | 192,492 | | | 190,460 | |
| | $ | 705,569 | | | $ | 784,848 | |
Other non-current liabilities: | | | | |
Employee benefit plan obligations | | $ | 49,082 | | | $ | 50,741 | |
Operating lease liabilities | | 61,414 | | | 28,207 | |
Obligation for deferred compensation plan | | 27,665 | | | 28,431 | |
Warranty accrual | | 12,632 | | | 13,232 | |
Deferred tax liabilities | | 3,500 | | | 1,962 | |
Contingent consideration | | 245 | | | 4,217 | |
Other non-current liabilities | | 11,377 | | | 5,343 | |
| | $ | 165,915 | | | $ | 132,133 | |
The Company recorded approximately $43.0 million right-of-use assets and operating lease liabilities during the nine months ended December 31, 2022, primarily related to newly commenced operating leases for office spaces in the Americas and EMEA regions.
Note 6 — Fair Value Measurements
Fair Value Measurements
The Company considers fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company utilizes the following three-level fair value hierarchy to establish the priorities of the inputs used to measure fair value:
•Level 1 — Quoted prices in active markets for identical assets or liabilities.
•Level 2 — Observable inputs other than quoted market prices included in Level 1, such as: quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis, excluding assets related to the Company’s defined benefit pension plans, classified by the level within the fair value hierarchy (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | March 31, 2022 |
| | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | | | | | | |
Cash equivalents | | $ | 603,163 | | | $ | — | | | $ | — | | | $ | 762,055 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Investments for deferred compensation plan included in other assets: | | | | | | | | | | | | |
Cash | | $ | 10 | | | $ | — | | | $ | — | | | $ | 108 | | | $ | — | | | $ | — | |
Common stock | | 705 | | | — | | | — | | | 2,329 | | | — | | | — | |
Money market funds | | 9,728 | | | — | | | — | | | 6,765 | | | — | | | — | |
Mutual funds | | 17,222 | | | — | | | — | | | 19,229 | | | — | | | — | |
Total investments for deferred compensation plan | | $ | 27,665 | | | $ | — | | | $ | — | | | $ | 28,431 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Currency derivative assets included in other current assets | | $ | — | | | $ | 668 | | | $ | — | | | $ | — | | | $ | 1,517 | | | $ | — | |
| | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | |
Contingent consideration included in accrued and other current liabilities | | $ | — | | | $ | — | | | $ | 6,368 | | | <