Poly Announces Second Quarter Fiscal Year 2020 Financial Results

SANTA CRUZ, Calif., Nov. 5, 2019 /PRNewswire/ -- Plantronics, Inc. (NYSE: PLT) ("Poly" or the "Company") today announced second quarter fiscal year 2020 results for the period ending September 30, 2019. Highlights of the second quarter include the following:


          
            ($ Millions, except percent and per-share data)(1) Q2 FY20 Q2 FY19          YTD FY20 YTD FY19(2)



     
     GAAP Revenue                                                     $462             $483                           $909       $704



     
     GAAP Gross Margin                                                44.6             31.6                           46.0       37.3
                                                                            %               %                             %         %



     
     GAAP Operating Income                                            ($6)           ($86)                         ($34)     ($65)



     
     GAAP Diluted EPS                                              ($0.65)         ($2.21)                       ($1.80)   ($2.01)



     
     Cash Flow from Operations                                         $25              $40                            $34        $73





     
     Non-GAAP Revenue                                                 $470             $520                           $930       $741



     
     Non-GAAP Gross Margin                                            52.4             53.2                           54.1       52.3
                                                                            %               %                             %         %



     
     Non-GAAP Operating Income                                         $81              $96                           $167       $132



     
     Non-GAAP Diluted EPS                                            $1.24            $1.51                          $2.55      $2.31



     
     Adjusted EBITDA(3)                                                $93             $108                           $191       $149




     
     (1) For further information on
              supplemental non-GAAP metrics refer
              to the Use Of Non-GAAP And
              Comparative Financial Information
              and Unaudited Reconciliations Of
              GAAP Measures To Non-GAAP Measures
              sections below.



     
     (2) YTD FY19 results shown here do not
              reflect Polycom results for the
              three months ended June 30, 2018 due
              to the completion of the Polycom
              acquisition on July 2, 2018.



     
     (3) Trailing twelve months Adjusted
              EBITDA of $399 million.

"In light of the challenges of the past two quarters we are aggressively taking steps to drive long-term profitable growth," said Joe Burton, President and Chief Executive Officer. "Over the last few months we have announced a record number of new products that are just beginning to ship now with the full rollout over the next few quarters."


              
      
      Results Compared to August 6, 2019 Guidance




               
      
      Q2 FY20 Results            
              
        Q2 FY20 Guidance Range(3)


     GAAP Net
      Revenue        
              $462M                                   
              $456M - $496M


     Non-GAAP
      Net
      Revenue        
              $470M                                   
              $465M - $505M


     Adjusted
      EBITDA          
              $93M                                    
              $94M - $110M


     Non-GAAP
      Diluted
      EPS                       $1.24                                    
              $1.20 - $1.50




              
                3               The non-GAAP revenue
                                             guidance ranges shown here
                                             exclude the $8.5 million
                                             impact of purchase
                                             accounting related to
                                             recording deferred revenue
                                             at fair value at the time of
                                             the acquisition.

"During the second quarter, we made further progress reducing our debt and managing corporate spend," said Chuck Boynton, Executive Vice President and Chief Financial Officer. "As we analyze inventory levels across our value chain, in light of the evolving macroeconomic conditions and significant product transitions underway, we believe it is prudent to reduce channel inventory at this time by reducing sales to channel partners. This reduction will primarily impact our fiscal Q3 results and is incorporated into the guidance we are providing today."

Highlights for the Second Quarter and Fiscal Year 2020

    --  At Zoom's annual user conference, Poly announced the Studio X family,
        two new purpose-built all-in-one video bars designed to dramatically
        simplify the video conferencing experience. Combined with the Poly
        Studio and Poly G7500 the Company now has a full portfolio of
        software-driven video endpoints positioned to capture the rapid growth
        in the video conferencing market.
    --  At Microsoft Ignite, Poly announced the CCX line of business desk
        phones, combining Microsoft Teams with premium voice quality. All CCX
        phones integrate Teams contact lists, calendars, meetings, and a
        dedicated Teams button for activating Cortana skills. The Company also
        announced that Poly Studio, Trio family, CCX phones, Calisto
        speakerphones, and Voyager 4200/5200 are now certified for Microsoft
        Teams.
    --  Tata Communications and Poly will offer a range of managed services to
        support enterprises on their entire Microsoft Teams transition.
    --  8x8, ScanSource, and Poly are joining forces to launch CloudFuel, a
        program designed to accelerate and simplify the process of transitioning
        from legacy on-premise communication systems to cloud-based solutions.
    --  Poly introduced the next generation of the Company's lineup of popular
        Savi wireless headsets. The enhanced Savi Office and UC Series offer
        more wearing styles, a unique close conversation limiting feature and
        active noise canceling (ANC).
    --  Poly announced that multiple headsets are now certified to work with
        Google Voice for G Suite, the new cloud-based business telephony service
        built for G Suite customers.
    --  Amazon Alexa for Business is now built into the Voyager 5200 and Voyager
        4200 UC Series. Tile is also now integrated into these headsets,
        allowing users to "ring" and locate the headset when its been misplaced.
    --  Poly introduced an all-new true wireless lineup to its award-winning
        BackBeat line. These true wireless earbuds are extremely lightweight,
        and each pair comes with a compact carrying case, which includes
        additional charging capabilities.
    --  The Company made a debt repayment of $25 million against its outstanding
        Term Loan B.
    --  Poly Investor Day is scheduled for November 20, 2019. The morning event
        is specifically designed for institutional investors and equity
        analysts.

For the full lineup of product announcements in the quarter, please see Poly's corporate blog at poly.blog.com.

Poly Announces Quarterly Dividend of $0.15

The Poly Board of Directors has declared a quarterly cash dividend of $0.15 per common share, to be paid on December 10, 2019, to all shareholders of record as of the close of market on November 20, 2019.

Business Outlook

The following statements are based on the Company's current expectations, and many of these statements are forward-looking. Actual results are subject to a variety of risks and uncertainties and may differ materially from the Company's expectations.

In its fiscal third quarter, the Company expects to reduce channel inventory by approximately $65 million by reducing sales to channel partners, and has adjusted its financial guidance accordingly. The following represents the expected range of financial results for the third quarter and full fiscal year of 2020 (all amounts assuming currency rates remain stable):


                  
     
         Q3 FY20 Guidance    
     
     FY20 Annual Guidance


     GAAP Net
      Revenue         
             $383M - $423M      
              $1.72B - 1.81B


     Non-GAAP Net
      Revenue(1)      
             $390M - $430M     
              $1.76B - $1.84B


     Adjusted
      EBITDA(2)         
             $33M - $53M       
              $283M - $323M


     Non-GAAP
      Diluted
      EPS2,3          
             $0.01 - $0.31       
              $2.94 - $3.74




     
     1 Q3 and full year FY20 non-GAAP
           revenue guidance excludes
           anticipated purchase accounting
           adjustments of $7.1 million and
           $34.0 million, respectively.



     
     2 Q3 and full year FY20 Adjusted
           EBITDA and non-GAAP diluted EPS
           excludes estimated intangibles
           amortization expense of $45.8
           million and $182.8 million,
           respectively. With respect to
           adjusted EBITDA and diluted EPS
           guidance, the Company has
           determined that it is unable to
           provide quantitative
           reconciliations of these forward-
           looking non-GAAP measures to the
           most directly comparable forward-
           looking GAAP measures with a
           reasonable degree of confidence in
           their accuracy without unreasonable
           effort, as items including stock
           based compensation, acquisition and
           integration costs, litigation gains
           and losses, and impacts from
           discrete tax adjustments and tax
           laws are inherently uncertain and
           depend on various factors, many of
           which are beyond the Company's
           control.



     
     3 EPS guidance assumes approximately
           40 million diluted average weighted
           shares and a non-GAAP effective
           tax rate of 16% to 18%.

Conference Call and Earnings Presentation

Poly is providing an earnings presentation in combination with this press release. The presentation is offered to provide shareholders and analysts with additional detail for analyzing results. The presentation will be available in the Investor Relations section of our corporate website at investor.poly.com along with this press release. A reconciliation of our GAAP to non-GAAP and historical combined comparative results is provided at the end of this press release.

We have scheduled a conference call to discuss second quarter fiscal year 2020 financial results. The conference call will take place today, November 5, 2019, at 2:00 PM (Pacific Time). All interested investors and potential investors in Poly stock are invited to participate. To listen to the call, please dial in five to ten minutes prior to the scheduled starting time and refer to the "Poly Conference Call." The dial-in from North America is (888) 301-8736 and the international dial-in is (706) 634-7260.

The conference call will also be simultaneously webcast and can be accessed from the Investor Relations section of our website. A replay of the call with the conference ID #4337595 will be available until January 5, 2020 at (855) 859-2056 for callers from North America and at (404) 537-3406 for all other callers.

Use of Non-GAAP and Combined Comparative Financial Information

To supplement our condensed consolidated financial statements presented on a GAAP basis, we use non-GAAP, and where applicable, combined comparative measures of operating results, including non-GAAP net revenues, non-GAAP gross profit, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, adjusted EBITDA, and non-GAAP diluted EPS, which exclude certain unusual or non-cash expenses and charges that are included in the most directly comparable GAAP measure. These unusual or non-cash expenses and charges include the effect, where applicable, of purchase accounting on deferred revenue and inventory, stock-based compensation, acquisition related expenses, purchase accounting amortization and adjustments, restructuring and other related charges and credits, asset impairments, executive transition charges, rebranding costs, gains or losses from litigations settlements, unusual and/or irregular gains or losses from the sale of investments, and the impact of participating securities, all net of any associated tax impact. We also exclude tax benefits from the release of tax reserves, discrete tax adjustments including transfer pricing, tax deduction and tax credit adjustments, and the impact of tax law changes. We exclude these amounts from our non-GAAP and combined comparative measures primarily because management does not believe they are consistent with the development of our target operating model. Combined comparative results refer to the results for periods prior to the acquisition of Polycom, which were prepared by combining the non-GAAP results of as if they had been combined during that period. These prior period results are presented on a non-GAAP as-reported basis, with immaterial adjustments to align the treatment of non-GAAP adjustments for comparative purposes. We believe that the use of non-GAAP and combined comparative financial measures provides meaningful supplemental information regarding our performance and liquidity and helps investors compare actual results with our historical and long-term target operating model goals as well as our performance as a combined company. We believe presenting non-GAAP net revenue provides meaningful supplemental information regarding how management views the performance of the business and underlying performance of our individual product categories. We believe that both management and investors benefit from referring to these non-GAAP and combined comparative financial measures in assessing our performance and when planning, forecasting and analyzing future periods; however, non-GAAP and combined comparative financial measures are not meant to be considered in isolation of, or as a substitute for, or superior to, net revenues, gross margin, operating expenses, operating income, operating margin, net income or EPS prepared in accordance with GAAP.

Forward Looking Statements Safe Harbor

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to: (i) our efforts to drive long-term profitable growth; (ii) our expectations for new products launches, the timing of their releases and their expected impact on future growth; (iii) our expectations to reduce channel inventory materially in third quarter of Fiscal Year 2020; (iv) our expectations for operating cash flow and debt; (v) estimates of GAAP and non-GAAP financial results for the third quarter and full year Fiscal Year 2020, including net revenues, purchase accounting adjustments, adjusted EBITDA, tax rates, intangibles amortization, and diluted weighted average shares outstanding and diluted EPS, in addition to other matters discussed in this press release that are not purely historical data. We do not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. Among the factors that could cause actual results to differ materially from those contemplated are:

    --  Regarding the Polycom acquisition: (i) we may be unable to integrate
        Polycom's business within our own in a timely and cost-efficient manner
        or do so without adversely impacting operations, including new product
        launches; (ii) expected synergies or operating efficiencies may fail to
        materialize in whole or part or may not occur within expected
        time-frames; (iii) the acquisition and our subsequent integration
        efforts may adversely impact relationships with customers, suppliers and
        strategic partners and their operating results and businesses generally
        (including the diversion of management time on transaction-related
        issues); (iv) we may be unable to retain and hire key personnel; (v) our
        increased leverage as a result of the transaction is substantially
        greater than prior to the acquisition which may pose risks, including
        reduced flexibility to make changes in our operations in response to
        business or economic conditions, increased borrowing costs, as well as
        penalties or costs should we fail to comply with terms of the financial
        agreements such as debt ratios and financial and operation performance
        targets; (vi) negative effects on the market price of our common stock
        as a result of the transaction, particularly in light of the issuance of
        our stock in the transaction; (vii) our financial reporting including
        those resulting from the adoption of new accounting pronouncements and
        associated system implementations in the context of the transaction, our
        ability to forecast financial results of the combined company and that
        we may be unable to successfully integrate our reporting system causing
        an adverse impact to our ability to make timely and accurate filings
        with the SEC and other domestic and foreign governmental agencies;
        (viii) the potential impact of the transaction on our future tax rate
        and payments based on our global entity consolidation efforts and our
        ability to quickly and cost effectively integrate foreign operations;
        (ix) the challenges of integrating the supply chains of the two
        companies; and (x) the potential that our due diligence did not uncover
        risks and potential liabilities of Polycom;
    --  Micro and macro-economic conditions in our domestic and international
        markets;
    --  the nature and extent of competition we face, particularly subsequent to
        the acquisition of Polycom as it relates to our ability to adapt to new
        competitors and changing markets;
    --  the impact of product transitions underway which are replacing or
        upgrading nearly every major product in our product portfolio;
    --  the impact of customer brand preferences on Consumer and Enterprise
        market demands;
    --  the impact of our adoption of a new corporate branding identity,
        including any confusion or harm to our reputation resulting therefrom;
    --  the impact of ongoing integration, restructuring and disaggregation
        activities on our operations, including on employees, suppliers and
        customers from the Polycom acquisition;
    --  our ability to realize and achieve positive financial results projected
        to arise in the our key markets from UC&C adoption could be adversely
        affected by a variety of factors including the following: (i) as UC&C
        becomes more widely adopted, the risk that competitors will offer
        solutions that will effectively commoditize our products which, in turn,
        will reduce the sales prices for those products; (ii) our plans are
        dependent upon adoption of our UC&C solution by major platform providers
        and any proprietary solutions of competitors, and our influence over
        such providers and the marketing in general with respect to the
        functionality of their platforms or their product offerings, their rate
        of deployment, and their willingness to integrate their platforms and
        product offerings with our solutions is limited; (iii) delays or
        limitations on our ability to timely introduce solutions that are cost
        effective, feature-rich, stable, and attractive to our customers within
        forecasted development budgets; (iv) our successful implementation and
        execution of new and different processes involving the design,
        development, and manufacturing of complex electronic systems composed of
        hardware, firmware, and software that works seamlessly and continuously
        in a wide variety of environments and with multiple devices; (v) failure
        of UC&C solutions generally, or our solutions in particular, to be
        adopted with the breadth and speed we anticipate; (vi) our sales model
        and expertise must successfully evolve to support complex integration of
        hardware, software, and services with UC&C infrastructure consistent
        with changing customer purchasing expectations; (vii) as UC&C becomes
        more widely adopted we anticipate that competition for market share will
        increase, particularly given that some competitors may have superior
        technical and economic resources; (viii) sales cycles for UC&C
        deployments are longer and becoming more complex; (ix) our inability to
        timely and cost-effectively adapt to changing business requirements may
        impact our profitability in this market and our overall margins; and (x)
        our failure to expand our technical support capabilities to support the
        complex and proprietary platforms in which our UC&C products are and
        will be integrated;
    --  risks associated with our channel partners' sales reporting, product
        inventories, and product sell-through since we sell a significant amount
        of products to channel partners who maintain their own inventory of our
        products;
    --  failure to match production to demand given long lead times and the
        difficulty of forecasting unit volumes and acquiring the component parts
        and materials to meet demand without having excess inventory or
        incurring cancellation charges;
    --  forecasting sales and procurement demands is inherently difficult,
        particularly with continuing uncertainty in regional and global economic
        conditions as well as currency fluctuations, and there can be no
        assurance that expectations of incoming orders over the balance of the
        current quarter will materialize;
    --  volatility in prices and availability of components from our suppliers,
        including our manufacturers located in APAC, have in the past and could
        in the future negatively affect our profitability and/or market share;
    --  fluctuations in foreign exchange rates;
    --  new or greater tariffs on our products;
    --  the bankruptcy or financial weakness of distributors or key customers,
        or the bankruptcy of or reduction in capacity of our key suppliers;
    --  additional risk factors including: interruption in the supply of
        sole-sourced critical components, continuity of component supply at
        costs consistent with our plans, and the inherent risks of our
        substantial foreign operations; and
    --  seasonality in one or more of our product categories.

For more information concerning these and other possible risks, please refer to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 17, 2019 and other filings with the Securities and Exchange Commission, as well as recent press releases. The Securities and Exchange Commission filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html.

Financial Summaries

The following related charts are provided:

    --  Summary Unaudited Condensed Consolidated Financial Statements
    --  Unaudited Reconciliations of GAAP Measures to Non-GAAP Measures
    --  Unaudited Reconciliations of GAAP Measures to Trailing Twelve Months
        EBITDA
    --  Unaudited Reconciliations of GAAP Measures to Non-GAAP Combined
        Comparative Measures

About Poly

Poly is a global communications company that powers meaningful human connection and collaboration. Poly combines legendary audio expertise and powerful video and conferencing capabilities to overcome the distractions, complexity and distance that make communication in and out of the workplace challenging. Poly believes in solutions that make life easier when they work together and with our partner's services. Our headsets, software, desk phones, audio and video conferencing, analytics and services are used worldwide and are a leading choice for every kind of workspace. For more information, please visit: www.poly.com.

Poly and the propeller design are trademarks of Plantronics, Inc. All other trademarks are the property of their respective owners.

INVESTOR CONTACT:
Mike Iburg
Vice President, Investor Relations
(831) 458-7533

MEDIA CONTACT:
Edie Kissko
Senior Director and Head of Corporate Communications
(213) 369-3719


                                                                                                           
              
                PLANTRONICS, INC.


                                                                                              
          
                SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                                                                                   
           
                ($ in thousands, except per share data)





              
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS




                                                                            Three Months Ended                         
              
                Six Months Ended


                                                           
              
            September 30,                            
              
                September 30,


                                                               2019                             2018                       2019                                    2018




              Net revenues:



              Net product revenues                                    $
          395,137                                            $
              435,262                      $
          777,882      $
         656,571


               Net services revenues                         66,572                                        47,807                                              131,594               47,807




              Total net revenues                           461,709                                       483,069                                              909,476              704,378




              Cost of revenues:


               Cost of product revenues                     229,323                                       305,477                                              437,939              416,943


               Cost of service revenues                      26,315                                        24,963                                               52,820               24,963


               Total cost of revenues                       255,638                                       330,440                                              490,759              441,906



              Gross profit                                 206,071                                       152,629                                              418,717              262,472



    Gross profit %                                           44.6                                          31.6                                                 46.0                 37.3
                                                         
            %                                   
            %                                          
            %          
            %



              Operating expenses:


               Research, development, and
                engineering                                  57,415                                        57,047                                              116,939               80,748


               Selling, general, and
                administrative                              148,419                                       174,297                                              312,027              238,500


               (Gain) loss, net from
                litigation settlements                                                                                                                       (1,162)                (30)


               Restructuring and other related
                charges                                       5,847                                         7,261                                               25,372                8,581


               Total operating expenses                     211,681                                       238,605                                              453,176              327,799




              Operating income                             (5,610)                                     (85,976)                                            (34,459)            (65,327)


    Operating income %                                      (1.2)                                       (17.8)                                               (3.8)               (9.3)
                                                         
            %                                   
            %                                          
            %          
            %





              Interest expense                            (23,797)                                     (23,893)                                            (47,729)            (31,220)


               Other non-operating income,
                net                                           (625)                                        1,610                                                (292)               3,606



               Income before income taxes                  (30,032)                                    (108,259)                                            (82,480)            (92,941)


               Income tax expense (benefit)                 (4,122)                                     (21,550)                                            (11,699)            (20,703)




              Net income (loss)                                      $
          (25,910)                                          $
              (86,709)                    $
          (70,781)    $
         (72,238)





                            % of net revenues                 (5.6)                                       (17.9)                                               (7.8)              (10.3)
                                                         
            %                                   
            %                                          
            %          
            %




               Earnings per common share:



              Basic                                                    $
          (0.65)                                            $
              (2.21)                      $
          (1.80)      $
         (2.01)



              Diluted                                                  $
          (0.65)                                            $
              (2.21)                      $
          (1.80)      $
         (2.01)




               Shares used in computing
                earnings per common share:



              Basic                                         39,584                                        39,281                                               39,411               35,938



              Diluted                                       39,584                                        39,281                                               39,411               35,938




                            Effective tax rate               (13.7)                                       (19.9)                                              (14.2)              (22.3)
                                                         
            %                                   
            %                                          
            %          
            %

    ---


                                                         
         
                PLANTRONICS, INC.


                                            
              
       SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                                         
         
                ($ in thousands)





     
                UNAUDITED CONSOLIDATED BALANCE SHEETS


                                                                   September 30,                                         March 31,


                                                                            2019                                  2019




     ASSETS



     Cash and cash equivalents                                                      $
              186,442                             $
       202,509



     Short-term investments                                              14,378                                  13,332



      Total cash, cash equivalents, and
       short-term investments                                            200,820                                 215,841



     Accounts receivable, net                                           337,077                                 337,671



     Inventory, net                                                     228,363                                 177,146



     Other current assets                                                55,160                                  50,488




     Total current assets                                               821,420                                 781,146


      Property, plant, and equipment, net                                186,638                                 204,826



     Purchased intangibles, net                                         734,355                                 825,675



     Goodwill                                                         1,279,897                               1,278,380


      Deferred tax and other assets                                       89,704                                  26,508



     Total assets                                                                 $
              3,112,014                           $
       3,116,535



      LIABILITIES AND STOCKHOLDERS' EQUITY



     Accounts payable                                                               $
              169,701                             $
       129,514



     Accrued liabilities                                                427,647                                 398,715




     Total current liabilities                                          597,348                                 528,229


      Long-term debt, net of issuance costs                            1,619,015                               1,640,801


      Long-term income taxes payable                                      92,831                                  83,121



     Other long-term liabilities                                        143,713                                 142,697




     Total liabilities                                                2,452,907                               2,394,848



     Stockholders' equity                                               659,107                                 721,687


      Total liabilities and stockholders'
       equity                                                                      $
              3,112,014                           $
       3,116,535


                                                                                                    
              
                PLANTRONICS, INC.


                                                                                   
              
                SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                                                                         
              
                ($ in thousands, except per share data)





     
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                                                 Three Months Ended                            
              
                Six Months Ended


                                                                  
           
            September 30,                                 
              
                September 30,


                                                                2019                                     2018                                    2019                   2018



                   Cash flows from operating
                    activities



     Net Income                                                     $
         (25,910)                                             $
              (86,709)                          $
           (70,781)       $
            (72,238)


      Adjustments to reconcile net income
       to net cash provided by operating
       activities:


      Depreciation and amortization                           57,376                                     82,398                                             115,074                          87,646


      Amortization of debt issuance cost                       1,361                                      1,407                                               2,722                           1,769



     Stock-based compensation                                14,693                                     10,840                                              27,597                          18,990



     Deferred income taxes                                 (15,657)                                  (22,688)                                           (48,802)                       (18,056)


      Provision for excess and obsolete
       inventories                                             1,844                                      2,196                                               3,604                           2,808



     Restructuring charges                                    5,847                                      7,261                                              25,372                           8,581


      Cash payments for restructuring
       charges                                               (5,291)                                   (6,560)                                           (22,949)                        (7,395)


      Other operating activities                               6,929                                      9,284                                               8,894                           9,010


      Changes in assets and liabilities:



     Accounts receivable, net                              (17,667)                                  (29,165)                                              3,778                        (23,863)



     Inventory, net                                        (13,275)                                    16,780                                            (55,584)                         16,380



     Current and other assets                               (6,146)                                   (5,674)                                              9,352                         (2,693)



     Accounts payable                                       (1,482)                                    14,939                                              34,910                          20,627



     Accrued liabilities                                     14,168                                     46,805                                            (29,616)                         39,505



     Income taxes                                             8,427                                      (646)                                             29,995                         (8,521)


                   Cash provided by operating
                    activities                                         $
         25,217                                                $
              40,468                             $
           33,566         $
             72,550





                   Cash flows from investing
                    activities


      Proceeds from sale of investments                                                                                                                       170                         124,640


      Proceeds from maturities of
       investments                                                                                                                                                                       131,017



     Purchase of investments                                  (155)                                     (142)                                              (806)                          (536)


      Acquisitions, net of cash acquired                                                           (1,616,692)                                                                        (1,650,242)



     Capital expenditures                                   (4,753)                                   (3,667)                                            (9,260)                        (7,535)


      Proceeds from sale of property and
       equipment                                               2,142                                                                                                     2,142



                   Cash provided by (used for)
                    investing activities                              $
         (2,766)                                          $
              (1,620,501)                           $
           (7,754)    $
            (1,402,656)





                   Cash flows from financing
                    activities


      Employees' tax withheld and paid
       for restricted stock and
       restricted stock units                                  (660)                                     (307)                                            (9,281)                       (13,342)


      Proceeds from issuances under
       stock-based compensation plans                          6,027                                      4,314                                               6,616                          14,872


      Repayments of long-term debt                          (25,000)                                                                                     (25,000)


      Proceeds from debt issuance, net                                                               1,244,713                                                                          1,244,713


      Payment of cash dividends                              (5,982)                                   (5,968)                                           (11,922)                       (10,982)


                   Cash used for financing activities                $
         (25,615)                                            $
              1,242,752                           $
           (39,587)      $
            1,235,261



      Effect of exchange rate changes on
       cash and cash equivalents                             (2,298)                                   (2,675)                                            (2,292)                        (4,730)



                   Net increase (decrease) in cash and
                    cash equivalents                         (5,462)                                 (339,956)                                           (16,067)                       (99,575)


      Cash and cash equivalents at
       beginning of period                                   191,904                                    631,042                                             202,509                         390,661


                   Cash and cash equivalents at end of
                    period                                            $
         186,442                                               $
              291,086                            $
           186,442        $
             291,086


                                                                                                         
              
                PLANTRONICS, INC.


                                                                                     
             
              UNAUDITED RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES


                                                                                                
            
                ($ in thousands, except per share data)





              
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA




                                                                          Three Months Ended                
              
                Six Months Ended


                                                    
              
                September 30,                     
              
                September 30,


                                                        2019                                 2018                      2019                                 2018





               GAAP Net revenues                               $
              461,709                                           $
              483,069                          $
          909,476  $
      704,378


               Deferred revenue purchase
                accounting                             8,524                                           36,585                                            20,683                     36,585


               Non-GAAP Net revenues                           $
              470,233                                           $
              519,654                          $
          930,159  $
      740,963





               GAAP Gross profit                               $
              206,071                                           $
              152,629                          $
          418,717  $
      262,472


               Purchase accounting
                amortization                          30,716                                           55,668                                            60,716                     55,668


               Inventory valuation
                adjustment                                 -                                          30,395                                                                      30,395


               Deferred revenue purchase
                accounting                             8,524                                           36,585                                            20,683                     36,585


               Acquisition and
                integration fees                          88                                              217                                             1,010                        217


               Stock-based compensation                  997                                            1,073                                             1,975                      2,036


               Rebranding costs                           23                                                                                                59


               Non-GAAP Gross profit                           $
              246,419                                           $
              276,567                          $
          503,160  $
      387,373



    Non-GAAP Gross profit %                           52.4                                             53.2                                              54.1                       52.3
                                                  
            %                                      
            %                                       
            %                
            %




               GAAP Research,
                development, and
                engineering                                     $
              57,415                                            $
              57,047                          $
          116,939   $
      80,748


               Stock-based compensation              (4,213)                                         (2,768)                                          (7,932)                   (4,990)


               Acquisition and
                integration fees                       (560)                                            (56)                                          (1,901)                      (56)


               Other adjustments                       (542)                                                                                            (542)


               Non-GAAP Research,
                development, and
                engineering                                     $
              52,100                                            $
              54,223                          $
          106,564   $
      75,702





               GAAP Selling, general,
                and administrative                             $
              148,419                                           $
              174,297                          $
          312,027  $
      238,500


               Acquisition and
                integration fees                    (10,009)                                        (25,980)                                         (28,181)                  (31,783)


               Purchase accounting
                amortization                        (15,278)                                        (15,279)                                         (30,556)                  (15,279)


               Stock-based compensation              (9,483)                                         (6,999)                                         (17,690)                  (11,964)


               Rebranding costs                        (649)                                                                                          (6,068)


               Non-GAAP Selling,
                general, and
                administrative                                 $
              113,000                                           $
              126,039                          $
          229,532  $
      179,474





               GAAP Operating expenses                         $
              211,681                                           $
              238,605                          $
          453,176  $
      327,799


               Acquisition and
                integration fees                    (10,569)                                        (26,036)                                         (30,082)                  (31,839)


               Purchase accounting
                amortization                        (15,278)                                        (15,279)                                         (30,556)                  (15,279)


               Stock-based compensation             (13,696)                                         (9,767)                                         (25,622)                  (16,954)


               Restructuring and other
                related charges                      (5,847)                                         (7,261)                                         (25,372)                   (8,581)


               Rebranding costs                        (649)                                                                                          (6,068)


               Other adjustments                       (542)                                                                                              620



               Non-GAAP Operating
                expenses                                       $
              165,100                                           $
              180,262                          $
          336,096  $
      255,146


                                                                                                   
              
                PLANTRONICS, INC.


                                                                                   
            
           UNAUDITED RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES


                                                                                             
         
                ($ in thousands, except per share data)





       
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA (CONTINUED)




                                                              Three Months Ended                
          
                Six Months Ended


                                        
              
                September 30,                    
          
                September 30,


                                            2019                                2018                2019                                     2018



        GAAP Operating income                       $
              (5,610)                                  $
              (85,976)                                       $
           (34,459)                $
            (65,327)


        Purchase accounting
         amortization                     45,994                                         70,947                                           91,272                                            70,947


        Inventory valuation
         adjustment                            -                                        30,395                                                                                              30,395


        Deferred revenue
         purchase accounting               8,524                                         36,585                                           20,683                                            36,585


        Acquisition and
         integration fees                 10,657                                         26,253                                           31,092                                            32,056


        Stock-based
         compensation                     14,693                                         10,840                                           27,597                                            18,990


        Restructuring and
         other related charges             5,847                                          7,261                                           25,372                                             8,581


        Rebranding costs                     672                                                                                          6,127


        Other adjustments                    542                                                                                           (620)


        Non-GAAP Operating
         income                                      $
              81,319                                     $
              96,305                                         $
           167,064                  $
            132,227





        GAAP Net income                            $
              (25,910)                                  $
              (86,709)                                       $
           (70,781)                $
            (72,238)


        Purchase accounting
         amortization                     45,994                                         70,947                                           91,272                                            70,947


        Inventory valuation
         adjustment                            -                                        30,395                                                                                              30,395


        Deferred revenue
         purchase accounting               8,524                                         36,585                                           20,683                                            36,585


        Acquisition and
         integration fees                 10,657                                         26,253                                           31,092                                            32,056


        Stock-based
         compensation                     14,693                                         10,840                                           27,597                                            18,990


        Restructuring and
         other related charges             5,847                                          7,261                                           25,372                                             8,581


        Rebranding costs                     672                                                                                          6,127


        Other adjustments                    542                                 (1)                                       (1)             (620)                                 1, 2


        Income tax effect of
         above items                    (12,511)                                      (34,032)                                         (27,994)                                         (38,898)


        Income tax effect of
         unusual tax items                   499                                 (3)    (1,260)                              4            (1,519)                                  (3)     (1,359) 4



        Non-GAAP Net income                          $
              49,006                                     $
              60,280                                         $
           101,229                   $
            85,059





        GAAP Diluted earnings
         per common share                            $
              (0.65)                                    $
              (2.21)                                         $
           (1.80)                  $
            (2.01)


        Purchase accounting
         amortization                       1.16                                           1.78                                             2.30                                              1.93


        Inventory valuation
         adjustment                            -                                          0.76                                                                                                0.83


        Deferred revenue
         purchase accounting                0.21                                           0.92                                             0.52                                              0.99


        Stock-based
         compensation                       0.37                                           0.27                                             0.70                                              0.52


        Acquisition and
         integration fees                   0.27                                           0.66                                             0.78                                              0.87


        Restructuring and
         other related charges              0.15                                           0.18                                             0.64                                              0.23


        Rebranding costs                    0.02                                                                                           0.15


        Other adjustments                   0.01                                                                                          (0.02)


        Income tax effect                 (0.32)                                        (0.89)                                           (0.75)                                           (1.09)


        Effect of
         participating
         securities                            -


        Effect of anti-
         dilutive securities                0.02                                           0.04                                             0.03                                              0.04



        Non-GAAP Diluted
         earnings per common
         share                                         $
              1.24                                       $
              1.51                                            $
           2.55                     $
            2.31






       Shares used in diluted earnings per common share calculation:



       GAAP                              39,584                                         39,281                                           39,411                                            35,938



       non-GAAP                          39,664                                         39,920                                           39,653                                            36,795

    ---




       
       
       (1) Includes Executive transition
                      costs and losses due to
                      litigation settlements.



       
       
       (2) Excluded amounts represent
                      immaterial gains from
                      litigation.



       
       
       (3) Excluded amounts represent
                      changes in tax law and the
                      release of tax reserves.


      
       
       
       4  Excluded amounts represent tax
                      benefits resulting from the
                      release of tax reserves and tax
                      return true-ups.


                                                                                                                                                      
              
                PLANTRONICS, INC.


                                                                                                                                        
         
         UNAUDITED RECONCILIATIONS OF GAAP OPERATING INCOME TO ADJUSTED EBITDA


                                                                                                                                                       
              
                ($ in thousands)





     
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA




                                                                                                                     
     
     Three Months Ended                                                                                                            Twelve Months
                                                                                                                                                                                                                                            Ended



                                                                     September 30,              December 31,             March 31,               June 30,                                       September 30,                       September 30,


                                                                              2018                       2018                   2019                    2019                                                 2019                                 2019



      GAAP operating income                                                        $
      (85,976)                                             $
       (24,707)                                                                     $
             (19,259)                         $
        (28,849)             $
        (5,610)     $
        (78,425)


      Deferred revenue purchase
       accounting                                                           36,585                            28,923                                             19,316                                                12,159                                         8,524                   68,922


      Inventory valuation adjustment                                        30,395


      Acquisition and integration
       fees                                                                 26,253                            22,274                                             14,323                                                20,435                                        10,657                   67,689


      Stock-based compensation                                              10,840                            11,719                                             11,225                                                12,904                                        14,693                   50,541


      Restructuring and other related
       charges                                                               7,261                            12,130                                             11,983                                                19,525                                         5,847                   49,485



     Rebranding costs                                                                                                                                          5,192                                                 5,455                                           672                   11,319



     Other adjustments                                                                                                                                         1,005                                               (1,162)                                          542                      385


      Depreciation and amortization                                         82,398                            55,117                                             58,606                                                57,698                                        57,376                  228,797




     Adjusted EBITDA                                                               $
      107,756                                               $
       105,456                                                                       $
             102,391                          $
          98,165             $
          92,701    $
           398,713

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SOURCE Plantronics, Inc.