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8-K - 8-K Q3FY17 EARNING RELEASE - LOGITECH INTERNATIONAL S.A.form8-kearningsreleasexq3f.htm


Exhibit 99.1



Editorial Contacts:
Ben Lu, Vice President, Investor Relations - USA (510) 713-5568
Krista Todd, Vice President, External Communications - USA (510) 713-5834
Ben Starkie, Corporate Communications - Europe +41 (0) 79-292-3499
 
Logitech Reports Highest Retail Revenue in Company’s History
Q3 Retail Revenue Up 12%; Company Raises Sales and Profit Outlook
NEWARK, Calif. - January 24, 2017 and LAUSANNE, Switzerland, January 25, 2017 - Logitech International (SIX: LOGN) (Nasdaq: LOGI) today announced better-than-expected preliminary financial results for the third quarter of Fiscal Year 2017.
Q3 retail sales grew 13 percent in constant currency, reaching the highest level ever in the Company’s history. Q3 retail sales grew 12 percent in USD.
Q3 sales were $667 million, up 7 percent compared to Q3 of the prior year, which still included OEM sales.
Q3 GAAP operating income grew 41% to $96 million, compared to $69 million a year ago. Q3 GAAP earnings per share (EPS) were $0.59, compared to $0.41 a year ago.
Q3 non-GAAP operating income grew 34% to $99 million, compared to $74 million a year ago. Q3 non-GAAP EPS grew 37% to $0.56, compared to $0.41 a year ago.
Cash flow from operations for the first nine months of Fiscal Year 2017 was $234 million, compared to $151 million for same period a year ago.
“This Q3, our results exceeded expectations and were outstanding, with broad-based growth across all our regions and almost all product categories,” said Bracken Darrell, Logitech president and chief executive officer. “We delivered both the highest retail revenue and the highest non-GAAP gross margin in Logitech’s 35-year history. Our strategy is working, and we are just at the beginning of our path to deliver what we’re capable of. We have significantly raised our outlook on the back of this performance.”





Outlook
Logitech raised its Fiscal Year 2017 outlook to 12 to 13 percent retail sales growth in constant currency, up from its previous range of 8 to 10 percent retail sales growth in constant currency. The Company also increased its non-GAAP operating income outlook for Fiscal Year 2017 to a range of $225 to $230 million, up from its prior range of $195 million to $205 million.
Preliminary Statement
These preliminary results for the three and nine months ended December 31, 2016 are subject to adjustments, including completion of our evaluation of the changes in the fair value of contingent consideration for our acquisition of Jaybird LLC and other subsequent events that may occur through the date of filing our Quarterly Report on Form 10-Q.
Prepared Remarks Available Online
Logitech has made its prepared written remarks for the financial results teleconference available online on the Logitech corporate website at http://ir.logitech.com.
Financial Results Teleconference and Webcast
Logitech will hold a financial results teleconference to discuss the results for Q3 FY 2017 on Weds., January 25, 2017 at 8:30 a.m. Eastern Standard Time and 2:30 p.m. Central European Time. A live webcast of the call will be available on the Logitech corporate website at http://ir.logitech.com.
Continued Operations
Logitech separated its Lifesize division from the Company on Dec. 28, 2015. Except as otherwise noted, all of the results reported in this press release as well as comparisons between periods are focused on results from continuing operations and do not address the performance of Lifesize, which is now reported in the Company’s financial statements under discontinued operations, or total Logitech including discontinued operations. For more information on the impact of the Lifesize separation on Logitech’s historical results, please refer to the Financial Reporting section of Logitech’s Financial History, available on the Logitech corporate website at http://ir.logitech.com.





Use of Non-GAAP Financial Information and Constant Currency
To facilitate comparisons to Logitech’s historical results, Logitech has included non-GAAP adjusted measures, which exclude share-based compensation expense, amortization of intangible assets, purchase accounting effect on inventory, acquisition-related costs, change in fair value of contingent consideration for business acquisition, restructuring charges (credits), gain (loss) on equity-method investment, investigation and related expenses, non-GAAP income tax adjustment, and other items detailed under “Supplemental Financial Information” after the tables below. Logitech also presents percentage sales growth in constant currency to show performance unaffected by fluctuations in currency exchange rates. Percentage sales growth in constant currency is calculated by translating prior period sales in each local currency at the current period’s average exchange rate for that currency and comparing that to current period sales. Logitech believes this information, used together with the GAAP financial information, will help investors to evaluate its current period performance and trends in its business. With respect to the Company’s outlook for 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 amounts has been provided for Fiscal Year 2017.
About Logitech
Logitech designs products that have an everyday place in people's lives, connecting them to the digital experiences they care about. Over 30 years ago Logitech started connecting people through computers, and now it’s designing products that bring people together through music, gaming, video and computing. 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). Find Logitech at www.logitech.com, the company blog or @Logitech.
    # # #
This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding: our strategy, our capabilities, and our outlook for Fiscal Year 2017 operating income and sales growth. The forward-looking statements in this release involve risks and uncertainties that could cause Logitech’s 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 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 product categories, or significant fluctuations in exchange 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 Logitech’s periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2016 and our Quarterly Report on Form 10-Q for fiscal quarter ended September 30, 2016, 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.
2017 Logitech, Logicool, Logi and other Logitech marks are owned by Logitech and may be registered. All other trademarks are the property of their respective owners. For more information about Logitech and its products, visit the company’s website at www.logitech.com.
 
(LOGIIR)







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

 
$
621,079

 
$
1,710,875

 
$
1,587,259

Cost of goods sold
 
418,015

 
412,582

 
1,083,908

 
1,048,312

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

 

 
4,705

 

Gross profit
 
246,763

 
208,497

 
622,262

 
538,947

Operating expenses:
 
 
 
 
 
 
 
 
Marketing and selling
 
102,036

 
87,295

 
279,700

 
241,924

Research and development
 
32,284

 
29,161

 
96,867

 
85,889

General and administrative
 
24,631

 
24,080

 
75,587

 
77,966

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

 
112

 
4,535

 
447

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

 
(9,925
)
 

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

Total operating expenses
 
150,487

 
139,982

 
446,720

 
420,244

Operating income
 
96,276

 
68,515

 
175,542

 
118,703

Interest income, net
 
202

 
105

 
263

 
549

Other income (expense), net
 
2,634

 
862

 
943

 
(894
)
Income before income taxes
 
99,112

 
69,482

 
176,748

 
118,358

Provision for income taxes
 
1,647

 
1,442

 
10,297

 
7,006

Net income from continuing operations
 
97,465

 
68,040

 
166,451

 
111,352

Loss from discontinued operations, net of taxes
 

 
(2,954
)
 

 
(20,732
)
Net income
 
$
97,465

 
$
65,086

 
$
166,451

 
$
90,620

 
 
 
 
 
 
 
 
 
Net income (loss) per share - basic:
 
 

 
 

 
 

 
 

Continuing operations
 
$
0.60

 
$
0.42

 
$
1.03

 
$
0.68

Discontinued operations
 

 
(0.02
)
 

 
(0.13
)
Net income per share - basic
 
$
0.60

 
$
0.40

 
$
1.03

 
$
0.55

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

 
$
0.41

 
$
1.01

 
$
0.67

Discontinued operations
 

 
(0.02
)
 

 
(0.12
)
Net income per share - diluted
 
$
0.59

 
$
0.39

 
$
1.01

 
$
0.55

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

 
 

 
 

 
 

Basic
 
161,977

 
162,669

 
162,070

 
163,521

Diluted
 
165,901

 
165,168

 
165,211

 
165,951


 


 


 


 


Cash dividend per share
 
$

 
$

 
$
0.57

 
$
0.53







LOGITECH INTERNATIONAL S.A.
 
 
 
 
PRELIMINARY RESULTS
(In thousands) - unaudited
 
 
 
 
 
 
 
 
 
 
 
December 31,
 
March 31,
CONDENSED CONSOLIDATED BALANCE SHEETS  (A)
 
2016
 
2016
 
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
513,578

 
$
519,195

Accounts receivable, net
 
277,677

 
142,778

Inventories
 
250,286

 
228,786

Other current assets
 
43,339

 
35,488

Total current assets
 
1,084,880

 
926,247

Non-current assets:
 
 

 
 

Property, plant and equipment, net
 
84,194

 
92,860

Goodwill
 
249,721

 
218,224

Other intangible assets, net
 
50,313

 

Other assets
 
85,728

 
86,816

Total assets
 
$
1,554,836

 
$
1,324,147

 
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
358,196

 
$
241,166

Accrued and other current liabilities
 
247,963

 
173,764

Total current liabilities
 
606,159

 
414,930

Non-current liabilities:
 
 

 
 

Income taxes payable
 
55,573

 
59,734

Other non-current liabilities
 
91,709

 
89,535

Total liabilities
 
753,441

 
564,199

 
 
 
 
 
Shareholders’ equity:
 
 
 
 
Registered shares, CHF 0.25 par value:
 
30,148

 
30,148

Issued and authorized shares —173,106 at December 31 and March 31, 2016
 
 
 
 
Conditionally authorized shares — 50,000 at December 31 and March 31, 2016
 
 
 
 
Additional paid-in capital
 
16,336

 
6,616

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

 
963,576

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

 
759,948

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

 
$
1,324,147







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

 
 

 
 
 
 
Net income
 
$
97,465

 
$
65,086

 
$
166,451

 
$
90,620

Non-cash items included in net income:
 
 
 
 
 
 
 
 
Depreciation
 
8,863

 
14,647

 
32,479

 
36,884

Amortization of intangible assets
 
2,751

 
310

 
6,618

 
1,536

Loss (gain) on equity-method investment
 
(375
)
 
(4
)
 
(547
)
 
176

Share-based compensation expense
 
9,387

 
6,618

 
26,354

 
19,875

Excess tax benefits from share-based compensation
 
(2,227
)
 
(926
)
 
(6,357
)
 
(2,089
)
Deferred income taxes
 
(88
)
 
1,962

 
(473
)
 
2,914

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

 
(9,925
)
 

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
 
 
 
 
 
Accounts receivable, net
 
(42,413
)
 
(20,411
)
 
(139,414
)
 
(115,814
)
Inventories
 
13,123

 
73,508

 
(15,194
)
 
18,066

Other assets
 
(1,608
)
 
(818
)
 
(6,346
)
 
(9,329
)
Accounts payable
 
25,419

 
18,402

 
109,095

 
68,763

Accrued and other liabilities
 
46,162

 
7,334

 
71,549

 
39,244

Net cash provided by operating activities
 
146,534

 
165,708

 
234,290

 
150,846

Cash flows from investing activities:
 
 

 
 

 
 
 
 
Purchases of property, plant and equipment
 
(8,614
)
 
(19,166
)
 
(23,372
)
 
(50,443
)
Investment in privately held companies
 
(160
)
 
(1,619
)
 
(640
)
 
(2,099
)
Acquisitions, net of cash acquired
 

 

 
(66,987
)
 

Release of restricted cash
 

 

 
715

 

Purchases of trading investments
 
(597
)
 
(1,746
)
 
(5,868
)
 
(4,395
)
Proceeds from sales of trading investments
 
616

 
1,813

 
5,912

 
4,668

Net cash used in investing activities
 
(8,755
)
 
(20,718
)
 
(90,240
)
 
(52,269
)
Cash flows from financing activities:
 
 

 
 

 
 
 
 
Payment of cash dividends
 

 

 
(93,093
)
 
(85,915
)
Purchases of treasury shares
 
(20,870
)
 

 
(63,764
)
 
(48,802
)
Proceeds from sales of shares upon exercise of options and purchase rights
 
5,871

 
1,459

 
20,355

 
12,562

Tax withholdings related to net share settlements of restricted stock units
 
(2,007
)
 
(1,855
)
 
(13,054
)
 
(5,357
)
Excess tax benefits from share-based compensation
 
2,227

 
926

 
6,357

 
2,089

Net cash provided by (used in) financing activities
 
(14,779
)
 
530

 
(143,199
)
 
(125,423
)
Effect of exchange rate changes on cash and cash equivalents
 
(4,623
)
 
(2,307
)
 
(6,468
)
 
(1,205
)
Net increase (decrease) in cash and cash equivalents
 
118,377

 
143,213

 
(5,617
)
 
(28,051
)
Cash and cash equivalents, beginning of the period
 
395,201

 
365,774

 
519,195

 
537,038

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

 
$
508,987

 
$
513,578

 
$
508,987

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

 
$
787

 
$

 
$
2,207

Amortization of other intangible assets
 
$

 
$
198

 
$

 
$
1,089

Share-based compensation expense
 
$

 
$
156

 
$

 
$
584

Purchases of property, plant and equipment
 
$

 
$
681

 
$

 
$
1,431

Cash and cash equivalents, beginning of the period
 
$

 
$
4,639

 
$

 
$
3,659

Cash and cash equivalents, end of the period
 
$

 
$
3,905

 
$

 
$
3,905







LOGITECH INTERNATIONAL S.A.
 
 
 
 
 
 
 
 
 
 
 
 
PRELIMINARY RESULTS
 
 
 
 
(In thousands) - unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET SALES
 
Three Months Ended
 
Nine Months Ended
 
 
December 31,
 
December 31,
SUPPLEMENTAL FINANCIAL INFORMATION
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales by channel:
 
 
 
 
 
 
 
 
 
 
 
 
Retail
 
$
666,707

 
$
594,567

 
12
 %
 
$
1,710,875

 
$
1,516,218

 
13
 %
OEM
 

 
26,512

 
(100
)
 

 
71,041

 
(100
)
Total net sales
 
$
666,707

 
$
621,079

 
7

 
$
1,710,875

 
$
1,587,259

 
8

 
 
 
 
 
 
 
 
 
 
 
 
 
Net retail sales by product category:
 
 
 
 
 
 
 
 
 
 
 
 
Mobile Speakers
 
$
106,578

 
$
85,081

 
25
 %
 
$
261,046

 
$
206,175

 
27
 %
Audio-PC & Wearables
 
67,225

 
57,300

 
17

 
186,058

 
149,341

 
25

Gaming
 
107,181

 
77,706

 
38

 
242,874

 
189,000

 
29

Video Collaboration
 
35,807

 
26,216

 
37

 
88,298

 
67,460

 
31

Home Control
 
26,942

 
25,684

 
5

 
49,916

 
48,548

 
3

Pointing Devices
 
142,166

 
139,711

 
2

 
382,249

 
381,364

 

Keyboards & Combos
 
125,289

 
116,531

 
8

 
359,824

 
324,458

 
11

Tablet & Other Accessories
 
24,852

 
35,873

 
(31
)
 
59,351

 
73,222

 
(19
)
PC Webcams
 
30,503

 
29,648

 
3

 
80,072

 
74,689

 
7

Other (1)
 
164

 
817

 
(80
)
 
1,187

 
1,961

 
(39
)
Total net retail sales
 
$
666,707

 
$
594,567

 
12

 
$
1,710,875

 
$
1,516,218

 
13

__________________
 
 
 
 
 
 
 
 
 
 
 
 

(1) Other category includes products that we currently intend to transition out of, or have already transitioned out of, because they are no longer strategic to our business.







LOGITECH INTERNATIONAL S.A.
 
 
 
 
 
 
 
 
PRELIMINARY RESULTS
(In thousands, except per share amounts) - Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP TO NON GAAP RECONCILIATION (A)(B)
 
Three Months Ended
 
Nine Months Ended
 
 
December 31,
 
December 31,
SUPPLEMENTAL FINANCIAL INFORMATION
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
Gross profit - GAAP
 
$
246,763

 
$
208,497

 
$
622,262

 
$
538,947

Share-based compensation expense
 
617

 
464

 
1,930

 
1,648

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

 

 
4,705

 

Gross profit - Non-GAAP
 
$
249,309

 
$
208,961

 
$
628,897

 
$
540,595

 
 
 
 
 
 
 
 
 
Gross margin - GAAP
 
37.0
%
 
33.6
%
 
36.4
%
 
34.0
%
Gross margin - Non-GAAP
 
37.4
%
 
33.6
%
 
36.8
%
 
34.1
%
 
 
 
 
 
 
 
 
 
Operating expenses - GAAP
 
$
150,487

 
$
139,982

 
$
446,720

 
$
420,244

Less: Share-based compensation expense
 
8,770

 
5,998

 
24,424

 
17,636

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

 
112

 
4,535

 
447

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

 
(9,925
)
 

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

Less: Investigation and related expenses
 

 
(249
)
 
612

 
4,121

Operating expenses - Non-GAAP
 
$
150,181

 
$
134,787

 
$
427,118

 
$
384,022

 
 
 
 
 
 
 
 
 
% of net sales - GAAP
 
22.6
%
 
22.5
%
 
26.1
%
 
26.5
%
% of net sales - Non - GAAP
 
22.5
%
 
21.7
%
 
25.0
%
 
24.2
%
 
 
 
 
 
 
 
 
 
Operating income - GAAP
 
$
96,276

 
$
68,515

 
$
175,542

 
$
118,703

Share-based compensation expense
 
9,387

 
6,462

 
26,354

 
19,284

Amortization of intangible assets
 
2,751

 
112

 
6,618

 
447

Purchase accounting effect on inventory
 
457

 

 
1,160

 

Acquisition-related costs
 
215

 

 
1,462

 

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

 
(9,925
)
 

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

Investigation and related expenses
 

 
(249
)
 
612

 
4,121

Operating income - Non - GAAP
 
$
99,128

 
$
74,174

 
$
201,779

 
$
156,573

 
 
 
 
 
 
 
 
 
% of net sales - GAAP
 
14.4
%
 
11.0
%
 
10.3
%
 
7.5
%
% of net sales - Non - GAAP
 
14.9
%
 
11.9
%
 
11.8
%
 
9.9
%
 
 
 
 
 
 
 
 
 
Net income from continuing operations - GAAP
 
$
97,465

 
$
68,040

 
$
166,451

 
$
111,352

Share-based compensation expense
 
9,387

 
6,462

 
26,354

 
19,284

Amortization of intangible assets
 
2,751

 
112

 
6,618

 
447

Purchase accounting effect on inventory
 
457

 

 
1,160

 

Acquisition-related costs
 
215

 

 
1,462

 

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

 
(9,925
)
 

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

Investigation and related expenses
 

 
(249
)
 
612

 
4,121

Loss (gain) on equity-method investment
 
(375
)
 
(4
)
 
(547
)
 
176

Non-GAAP income tax adjustment
 
(7,595
)
 
(6,709
)
 
(8,649
)
 
(9,961
)
Net income from continuing operations  - Non - GAAP
 
$
92,347

 
$
66,986

 
$
183,492

 
$
139,437

 
 
 
 
 
 
 
 
 
Net income from continuing operations per share:
 
 
 
 
 
 
 
 
Diluted - GAAP
 
$
0.59

 
$
0.41

 
$
1.01

 
$
0.67

Diluted - Non - GAAP
 
$
0.56

 
$
0.41

 
$
1.11

 
$
0.84

 
 
 
 
 
 
 
 
 
Shares used to compute net income per share:
 
 
 
 
 
 
 
 
Diluted - GAAP and Non - GAAP
 
165,901

 
165,168

 
165,211

 
165,951






LOGITECH INTERNATIONAL S.A.
 
 
 
 
 
 
 
 
PRELIMINARY RESULTS
(In thousands) - unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SHARE-BASED COMPENSATION EXPENSE
 
Three Months Ended
 
Nine Months Ended
 
 
December 31,
 
December 31,
SUPPLEMENTAL FINANCIAL INFORMATION
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
Share-based Compensation Expense
 
 
 
 
 
 
 
 
Cost of goods sold
 
$
617

 
$
464

 
$
1,930

 
$
1,648

Marketing and selling
 
4,006

 
2,484

 
10,687

 
6,545

Research and development
 
1,176

 
846

 
3,007

 
2,174

General and administrative
 
3,588

 
2,668

 
10,730

 
8,917

Restructuring
 

 

 

 
7

Total share-based compensation expense
 
9,387

 
6,462

 
26,354

 
19,291

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

 
$
5,016

 
$
20,262

 
$
16,812

 
 
 
 
 
 
 
 
 

Note: These preliminary results for the three and nine months ended December 31, 2016 are subject to adjustments, including completion of our evaluation of the changes in the fair value of contingent consideration for our acquisition of Jaybird LLC and other subsequent events that may occur through the date of filing our Quarterly Report on Form 10-Q.

(A) Preliminary valuation from the business acquisitions

The preliminary purchase price allocations from the business acquisitions during the current periods are included in the tables. The fair value of identifiable intangible assets acquired was based on estimates and assumptions made by us at the time of acquisitions. As additional information becomes available, such as finalization of the estimated fair value of the assets acquired and liabilities assumed and the fair value of contingent consideration, we may revise our preliminary or interim purchase price allocations during the remainder of the measurement periods(which will not exceed 12 months from the acquisition dates). Any such revisions or changes may be material as we finalize the fair values of the tangible and intangible assets acquired and liabilities assumed, and may have a material impact over the results of operations.

(B) 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 quarter ended June 30, 2016, 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 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.

Purchase accounting effect on inventory. Business combination accounting principles require us to measure acquired inventory at fair value. The fair value of inventory reflects the acquired company’s cost of manufacturing plus a portion of the expected profit margin. The non-GAAP adjustment excludes the expected profit margin component that is recorded under business combination accounting principles associated with our business acquisitions. We believe the adjustment is useful to investors because such charges are not reflective of our ongoing operations. 

Acquisition-related costs and change in fair value of contingent consideration for business acquisition. We incurred expenses and credits in connection with our acquisitions which we generally would not have otherwise incurred in the periods presented as a part of our continuing operations. Acquisition related costs include all incremental expenses incurred to effect a business combination. Fair value of contingent consideration is associated with our estimates of the value of earn-outs in connection with certain acquisitions. We believe that providing the non-GAAP measures excluding these costs and credits, as well as the GAAP measures, assists our investors because such costs are not reflective of our ongoing operating results.

Restructuring charges (credits). These expenses are associated with re-aligning our business strategies based on current economic conditions. We have undertaken several restructuring plans 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. We believe that providing the non-GAAP measures excluding these charges, as well as the GAAP measures, assists our investors because such charges (credits) are not reflective of our ongoing operating results in the current period.

Gain (loss) on equity-method investment. We recognized gain (loss) related our investments in various privately-held companies, which varies depending on the operational and financial performance of the privately-held companies in which we invested. 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 operations.

Investigation and related expenses.  These expenses are forensic accounting, audit, consulting and legal fees related to the Audit Committee’s investigation and the formal investigation by and settlement with the Securities and Exchange Commission (SEC), together with accruals based on settlement with the SEC. 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 operations.

Non-GAAP income tax adjustment. Non-GAAP income tax adjustment primarily measures the income tax effect of non-GAAP adjustments excluded above and other events; the determination of which is based upon the nature of the underlying items, the mix of income and losses in jurisdictions and the relevant tax rates in which we operate. 

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 Company’s 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.

Additional Supplemental Financial Information - Constant Currency

In addition, Logitech presents percentage sales growth in constant currency to show performance unaffected by fluctuations in currency exchange rates.  Percentage sales growth in constant currency is calculated by translating prior period sales in each local currency at the current period’s average exchange rate for that currency and comparing that to current period sales.