8-K

LOGITECH INTERNATIONAL S.A. (LOGI)

8-K 2020-07-21 For: 2020-07-20
View Original
Added on April 12, 2026

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: July 20, 2020

(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 None
(State or other jurisdiction<br><br>of incorporation or organization) (I.R.S. Employer<br><br>Identification No.)
Logitech International S.A.
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Apples Switzerland
c/o Logitech Inc.
7700 Gateway Boulevard
Newark California 94560
(Address of principal executive offices and zip code)
510 795-8500
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(Registrant’s 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:

☐             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐


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

Securities registered pursuant to Section 12(b) of the Exchange Act:

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 20, 2020, Logitech International S.A. (“Logitech”) issued a press release regarding its financial results for the quarter ended June 30, 2020.  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 July 20, 2020 including financial results for the quarter ended June 30, 2020.


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 Darrell
Bracken Darrell
President and Chief Executive Officer
/s/ Nate Olmstead
Nate Olmstead
Chief Financial Officer
July 20, 2020

EXHIBIT INDEX

99.1

Press release issued on July 20, 2020 including financial results for the quarter ended June 30, 2020.

		Exhibit

Exhibit 99.1

Editorial Contacts:

Ben Lu, Vice President, Investor Relations - USA +1 (510) 713-5568

Nicole Kenyon, Head of Global Corporate & Employee Communications - USA +1 (510) 988-8553

Ben Starkie, Corporate Communications - Europe +41 (0) 79-292-3499

Logitech's Growth Accelerates, Q1 Revenue Up 23%

Profits Increase 76% and Company Raises Annual Outlook

LAUSANNE, Switzerland, Jul. 21, 2020 and NEWARK, Calif., Jul 20, 2020 - Logitech International (SIX: LOGN) (Nasdaq: LOGI) today announced financial results for the first quarter of Fiscal Year 2021.

Q1 sales were $792 million, up 23 percent in US dollars and 25 percent in constant currency, compared to Q1 of the prior year.
Q1 GAAP operating income grew 76 percent to $83 million, compared to $47 million in the same quarter a year ago. Q1 GAAP earnings per share (EPS) grew 56 percent to $0.42, compared to $0.27 in the same quarter a year ago.
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Q1 non-GAAP operating income grew 75 percent to $117 million, compared to $67 million in the same quarter a year ago. Q1 non-GAAP EPS grew 64 percent to $0.64, compared to $0.39 in the same quarter a year ago.
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Cash flow from operations was $119 million, compared to $37 million in the same period a year ago.
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“We delivered an exceptional first quarter and are raising our fiscal year outlook,” said Bracken Darrell, Logitech president and chief executive officer. “We grew sales 25% with strong growth in almost every product category. Our company strategy focuses on four long-term trends: more of us will work from home; video calls will replace audio calls; esports will become as big as conventional sports; and billions of people worldwide will create content, not just a handful of TV and movie studios. Logitech’s business was already positioned to grow from these long-term trends, and since early March they have accelerated, making Logitech more relevant to customers than ever before.”

Outlook

Logitech raised its Fiscal Year 2021 annual sales outlook from mid single-digit sales growth to 10 to 13 percent growth in constant currency. The Company also raised its annual outlook for non-GAAP operating income from a range of $380 million to $400 million, to a range of $410 million to $425 million.

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 Q1 FY 2021 on

Tuesday, July 21, 2020 at 8:30 a.m. Eastern Daylight Time and 2:30 p.m. Central European Summer 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 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 investments in privately held companies, 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 2021.

About Logitech

Logitech designs products that have an everyday place in people's lives, connecting them to the digital experiences they care about. More than 35 years ago, Logitech started connecting people through computers, and now it’s a multi-brand company designing products that bring people together through music, gaming, video and computing. Brands of Logitech include Logitech, Logitech G, ASTRO Gaming, Streamlabs, Ultimate Ears, Jaybird and Blue Microphones. Founded in 1981, and headquartered in Lausanne, Switzerland, 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 preliminary financial results for the three months ended June 30, 2020, long-term trends, the pace of long-term trends, our ability to grow, our relevancy to customers, and outlook for Fiscal Year 2021 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; 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; 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 we are not able to maintain and enhance our brands; if our products and marketing strategies fail to separate our products from competitors’ products; the COVID-19 pandemic and its potential impact; 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; changes in trade policies and agreements and the


imposition of tariffs that affect our products or operations and our ability to mitigate; risks associated with acquisitions. 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, 2020, 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 and other Logitech marks are trademarks or registered trademarks of Logitech Europe S.A and/or its affiliates in the U.S. and other countries. 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
June 30,
GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 2020 2019
Net sales $ 791,894 $ 644,225
Cost of goods sold 482,638 401,978
Amortization of intangible assets and purchase accounting effect on inventory 3,523 3,271
Gross profit 305,733 238,976
Operating expenses:
Marketing and selling 133,238 123,033
Research and development 49,725 42,243
General and administrative 29,071 22,159
Amortization of intangible assets and acquisition-related costs 4,609 3,596
Change in fair value of contingent consideration for business acquisition 5,716
Restructuring charges (credits), net (53 ) 478
Total operating expenses 222,306 191,509
Operating income 83,427 47,467
Interest income 620 2,553
Other income, net 2,029 1,861
Income before income taxes 86,076 51,881
Provision for (benefit from) income taxes^^ 14,003 6,536
Net income $ 72,073 $ 45,345
Net income per share:
Basic $ 0.43 $ 0.27
Diluted $ 0.42 $ 0.27
Weighted average shares used to compute net income per share:
Basic 167,612 166,302
Diluted 170,127 168,797

LOGITECH INTERNATIONAL S.A.
PRELIMINARY RESULTS *
(In thousands) - unaudited
June 30, 2020 March 31, 2020
CONDENSED CONSOLIDATED BALANCE SHEETS
Current assets:
Cash and cash equivalents $ 809,395 $ 715,566
Accounts receivable, net^^ 500,306 394,743
Inventories 271,180 229,249
Other current assets 82,470 74,920
Total current assets 1,663,351 1,414,478
Non-current assets:
Property, plant and equipment, net 79,481 76,119
Goodwill 400,934 400,917
Other intangible assets, net 118,809 126,941
Other assets^^ 351,131 345,019
Total assets $ 2,613,706 $ 2,363,474
Current liabilities:
Accounts payable $ 429,693 $ 259,120
Accrued and other current liabilities 444,826 455,024
Total current liabilities 874,519 714,144
Non-current liabilities:
Income taxes payable 44,261 40,788
Other non-current liabilities 127,445 119,274
Total liabilities 1,046,225 874,206
Shareholders’ equity:
Registered shares, CHF 0.25 par value: 30,148 30,148
Issued shares — 173,106 at June 30 and March 31, 2020
Additional shares that may be issued out of conditional capitals — 50,000 at June 30 and March 31, 2020
Additional shares that may be issued out of authorized capitals — 34,621 at June 30 and March 31, 2020
Additional paid-in capital 54,668 75,097
Shares in treasury, at cost — 4,689 at June 30, 2020 and 6,210 at March 31, 2020 (158,463 ) (185,896 )
Retained earnings 1,762,099 1,690,579
Accumulated other comprehensive loss (120,971 ) (120,660 )
Total shareholders’ equity 1,567,481 1,489,268
Total liabilities and shareholders’ equity $ 2,613,706 $ 2,363,474

LOGITECH INTERNATIONAL S.A.
PRELIMINARY RESULTS *
(In thousands) - unaudited
Three Months Ended
June 30,
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 2020 2019
Cash flows from operating activities:
Net income $ 72,073 $ 45,345
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 11,747 10,802
Amortization of intangible assets 8,132 6,867
Gain on investments (174 ) (211 )
Share-based compensation expense 20,115 12,218
Deferred income taxes 3,589 (3,381 )
Change in fair value of contingent consideration for business acquisition 5,716
Other 9 (4 )
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net (102,092 ) (34,264 )
Inventories (40,385 ) (2,681 )
Other assets (15,770 ) (5,387 )
Accounts payable 168,346 55,592
Accrued and other liabilities (12,459 ) (48,380 )
Net cash provided by operating activities 118,847 36,516
Cash flows from investing activities:
Purchases of property, plant and equipment (12,308 ) (9,340 )
Investment in privately held companies (30 ) (170 )
Purchases of trading investments (2,424 ) (1,155 )
Proceeds from sales of trading investments 2,362 1,196
Net cash used in investing activities (12,400 ) (9,469 )
Cash flows from financing activities:
Purchases of registered shares (15,127 )
Proceeds from exercises of stock options and purchase rights 9,992 393
Tax withholdings related to net share settlements of restricted stock units (23,121 ) (19,370 )
Net cash used in financing activities (13,129 ) (34,104 )
Effect of exchange rate changes on cash and cash equivalents 511 (503 )
Net increase (decrease) in cash and cash equivalents 93,829 (7,560 )
Cash and cash equivalents, beginning of the period 715,566 604,516
Cash and cash equivalents, end of the period $ 809,395 $ 596,956

LOGITECH INTERNATIONAL S.A.
PRELIMINARY RESULTS *
(In thousands) - unaudited
NET SALES Three Months Ended
June 30,
SUPPLEMENTAL FINANCIAL INFORMATION 2020 2019 Change
Net sales by product category:
Pointing Devices $ 120,469 $ 121,983 (1 )%
Keyboards & Combos 145,360 128,679 13
PC Webcams 60,851 28,128 116
Tablet & Other Accessories 46,048 38,339 20
Gaming 181,903 134,515 35
Video Collaboration 130,074 73,424 77
Mobile Speakers 29,009 50,416 (42 )
Audio & Wearables 71,365 58,624 22
Smart Home 6,810 9,864 (31 )
Other (1) 5 253 (98 )
Total sales $ 791,894 $ 644,225 23

(1) Other category includes products that we currently intend to phase out, or have already phased out, 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)^ Three Months Ended
June 30,
SUPPLEMENTAL FINANCIAL INFORMATION 2020 2019
Gross profit - GAAP $ 305,733 $ 238,976
Share-based compensation expense 1,400 1,158
Amortization of intangible assets and purchase accounting effect on inventory 3,523 3,271
Gross profit - Non-GAAP $ 310,656 $ 243,405
Gross margin - GAAP 38.6 % 37.1 %
Gross margin - Non-GAAP 39.2 % 37.8 %
Operating expenses - GAAP $ 222,306 $ 191,509
Less: Share-based compensation expense 18,715 11,060
Less: Amortization of intangible assets and acquisition-related costs 4,609 3,596
Less: Change in fair value of contingent consideration for business acquisition^^ 5,716
Less: Restructuring charges, net (53 ) 478
Operating expenses - Non-GAAP $ 193,319 $ 176,375
% of net sales - GAAP 28.1 % 29.7 %
% of net sales - Non - GAAP 24.4 % 27.4 %
Operating income - GAAP $ 83,427 $ 47,467
Share-based compensation expense 20,115 12,218
Amortization of intangible assets 8,132 6,867
Change in fair value of contingent consideration for business acquisition 5,716
Restructuring charges (credits), net (53 ) 478
Operating income - Non - GAAP $ 117,337 $ 67,030
% of net sales - GAAP 10.5 % 7.4 %
% of net sales - Non - GAAP 14.8 % 10.4 %
Net income - GAAP $ 72,073 $ 45,345
Share-based compensation expense 20,115 12,218
Amortization of intangible assets 8,132 6,867
Change in fair value of contingent consideration for business acquisition 5,716
Restructuring charges (credits), net (53 ) 478
Loss (gain) on investments (174 ) (211 )
Non-GAAP income tax adjustment 3,048 907
Net income - Non - GAAP $ 108,857 $ 65,604
Net income per share:
Diluted - GAAP $ 0.42 $ 0.27
Diluted - Non - GAAP $ 0.64 $ 0.39
Shares used to compute net income per share:
Diluted - GAAP and Non - GAAP 170,127 168,797

LOGITECH INTERNATIONAL S.A.
PRELIMINARY RESULTS *
(In thousands) - unaudited
SHARE-BASED COMPENSATION EXPENSE Three Months Ended
June 30,
SUPPLEMENTAL FINANCIAL INFORMATION 2020 2019
Share-based Compensation Expense
Cost of goods sold $ 1,400 $ 1,158
Marketing and selling 8,792 6,849
Research and development 3,103 2,154
General and administrative 6,820 2,057
Total share-based compensation expense 20,115 12,218
Income tax benefit (8,111 ) (6,800 )
Total share-based compensation expense, net of income tax benefit $ 12,004 $ 5,418

* Note: These preliminary results for the three months ended June 30, 2020 are subject to adjustments, including subsequent events that may occur through the date of filing our Quarterly Report on Form 10-Q.

(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 quarter ended June 30, 2020 and previous periods, 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 gross profit, 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.

Loss (gain) on investments. We recognized loss (gain) related to our investments in various companies, which varies depending on the operational and financial performance of those companies in which we invested, and sales of these investments. 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.