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Section 1: 8-K (8-K)

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false0000914025PLANTRONICS INC 0000914025 2020-02-04 2020-02-04


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 (Date of earliest event reported):
February 4, 2020

PLANTRONICS, INC.

(Exact name of Registrant as Specified in its Charter)
Delaware
1-12696
77-0207692
(State or Other Jurisdiction of Incorporation)
 (Commission file number)
(I.R.S. Employer Identification No.)

345 Encinal Street
Santa Cruz, California 95060
(Address of Principal Executive Offices including Zip Code)

(831) 426-5858
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
COMMON STOCK, $0.01 PAR VALUE
 
PLT
 
New York Stock Exchange

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

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





Item 2.02 Results of Operations and Financial Condition

On February 4, 2020, Plantronics, Inc. ("the Company"), a Delaware corporation, issued a press release and accompanying Company overview presentation reporting its results of operations and financial condition for the third quarter of Fiscal Year 2020, which ended on December 31, 2019, a copy of these documents are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information contained in this Item 2.02 as well as Exhibit 99.1, attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

On February 4, 2020, the Company announced in its press release titled "Poly Announces Third Quarter Fiscal Year 2020 Financial Results" that its Board of Directors had declared a cash dividend of $0.15 per share of the Company's common stock, payable on March 10, 2020 to stockholders of record at the close of business on February 20, 2020.

Item 9.01 Financial Statements and Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit Number
Description
99.1
99.2







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 
  
 
 
Date: 
February 4, 2020
PLANTRONICS, INC.
 
 
 
 
 
 
By:
/s/ Charles D. Boynton
 
 
Name:
Charles D. Boynton
 
 
Title:
Executive Vice President and Chief Financial Officer



(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


402642480_finalpolylogorgba03.jpg

Poly Announces Third Quarter Fiscal Year 2020 Financial Results
Company Begins Shipping Next-Gen Portfolio

SANTA CRUZ, Calif., - February 4, 2020 - Plantronics, Inc. (NYSE: PLT) ("Poly" or the "Company") today announced third quarter fiscal year 2020 results for the period ending December 31, 2019. Highlights of the third quarter include the following:
($ Millions, except percent and per-share data)1
Q3 FY20
Q3 FY19
 
YTD FY20
YTD FY192
GAAP Revenue

$384


$502

 

$1,294


$1,206

GAAP Gross Margin
37.4
%
42.9
%
 
43.5
%
39.6
%
GAAP Operating Income

($77
)

($25
)
 

($111
)

($90
)
GAAP Diluted EPS

($1.97
)

($1.06
)
 

($3.78
)

($3.08
)
Cash Flow from Operations

($17
)

$47

 

$16


$119

 
 
 
 
 
 
Non-GAAP Revenue

$392


$531

 

$1,322


$1,272

Non-GAAP Gross Margin
49.4
%
51.5
%
 
52.7
%
51.9
%
Non-GAAP Operating Income

$31


$93

 

$198


$225

Non-GAAP Diluted EPS

$0.30


$1.36

 

$2.85


$3.68

Adjusted EBITDA

$43


$105

 

$234


$256


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.

“While we are disappointed with our results this quarter, particularly Enterprise headsets, we have now begun shipping the first products built on our next-generation architecture for the cloud-connected world,” said Joe Burton, President and Chief Executive Officer. “As we ramp the new product portfolio and address our sales and channel distribution issues, we are committed to return to sustained profitable revenue growth.”


Results Compared to November 5, 2019 Guidance
 
Q3 FY20 Results
Q3 FY20 Guidance Range3
GAAP Net Revenue
$384M
$383M - $423M
Non-GAAP Net Revenue
$392M
$390M - $430M
Adjusted EBITDA
$43M
$33M - $53M
Non-GAAP Diluted EPS
$0.30
$0.01 - $0.31

3The non-GAAP revenue guidance range shown here excludes the $7.1 million impact of purchase accounting related to recording deferred revenue at fair value at the time of the acquisition.

“We reduced both channel and on-hand inventory in fiscal Q3,” said Chuck Boynton, Executive Vice President and Chief Financial Officer. “In addition, we are announcing the sale of our Consumer Gaming business, which we expect to improve margins and working capital. Lastly, we continue to optimize the remaining Consumer portfolio to improve focus and profitability.”




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Highlights for the Third Quarter and Fiscal Year 2020

Recently introduced products now shipping for revenue include:
Studio X30 and X50 video bars with optional TC8 room controller
CCX 400 and 500 desktop phones designed for Microsoft Teams
Voyager 4200 and Voyager 5200 Office Series, EncorePro 300, and MDA 500QD


Many of Poly's most popular headset families now officially support Zoom for Zoom Meetings and Zoom Phone. The combined Poly portfolio now offers the broadest selection of Zoom certified and Zoom-supported end points available in the market today.


Poly announced the appointment of Carl Wiese as EVP and Chief Revenue Officer in charge of global sales. Wiese brings more than 30 years of experience in sales, marketing, services, and product management for enterprise technology leaders.


The Company has entered into a definitive agreement to sell its Consumer Gaming assets and expects the transaction to close by the end of March.



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 March 10, 2020, to all shareholders of record as of the close of market on February 20, 2020.

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. Please refer to the Forward Looking Statements Safe Harbor section of this press release below.

The following represents the expected range of financial results for the fourth quarter 2020 (all amounts assuming currency rates remain stable):
 
Q4 FY20 Guidance
GAAP Net Revenue
$354M - $394M
Non-GAAP Net Revenue1
$360M - $400M
Adjusted EBITDA2
$20M - $45M
Non-GAAP Diluted EPS2,3
$(0.36) - $0.19

1 Q4 non-GAAP revenue guidance excludes anticipated purchase accounting adjustments of $6.1 million.
2 Q4 Adjusted EBITDA and non-GAAP diluted EPS guidance excludes estimated intangibles amortization expense of $46.3 million. 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 41 million diluted average weighted shares and a non-GAAP effective tax rate of 6% to 8%.







2



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 results is provided at the end of this press release.

We have scheduled a conference call to discuss third quarter fiscal year 2020 financial results. The conference call will take place today, February 4, 2020, 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 #8387169 will be available until April 5, 2020 at (855) 859-2056 for callers from North America and at (404) 537-3406 for all other callers.

Use of Non-GAAP Financial Information

To supplement our condensed consolidated financial statements presented on a GAAP basis, we use non-GAAP 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. These non-GAAP measures are adjusted from the most directly comparable GAAP measures to exclude, or include where applicable, the effect of purchase accounting on deferred revenue and inventory, charges associated with the optimization of our Consumer product line, stock-based compensation, acquisition related expenses, purchase accounting amortization and adjustments, restructuring and other related charges and credits, rebranding costs, other unusual and/or non-cash charges and credits, 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 adjust these amounts from our non-GAAP measures primarily because management does not believe they are consistent with the development of our target operating model. We believe that the use of non-GAAP 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 financial measures in assessing our performance and when planning, forecasting and analyzing future periods; however, non-GAAP 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 execute to drive sales and sustainable profitable revenue growth; (ii) our expectations for new products launches, the timing of their releases and their expected impact on future growth and on our existing products; (iii) our expectations to avoid business disruption due to potential global health issues, (iv) our expectations for synergies in the quarter and additional anticipated cost savings; (v) our expectations related to the sale of our gaming product line and further optimization of our Consumer product line; (vi) beliefs regarding the strategic and financial benefits of focusing on our Enterprise business, simplifying business processes and reducing working capital; (vii) our expectations for operating cash flow and debt; (viii) expectations relating to our Q-4 and full Fiscal Year 2020 earnings guidance; (ix) estimates of GAAP and non-GAAP financial results for the fourth quarter and full Fiscal Year 2020, including net revenues, purchase accounting adjustments, adjusted EBITDA, tax rates, intangibles amortization, and diluted weighted average shares outstanding and diluted EPS; (x) expectations related to our customers’ purchasing decisions and our ability to match product production to demand; (xi) our expectations of the impact of the acquisition of Polycom as it relates to our strategic vision and additional market and strategic partnership opportunities for our combined hardware and services offerings; (xii) our beliefs regarding


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the UC&C market, market dynamics and opportunities, and customer and partner behavior as well as our position in the market; (xiii) our belief that the increased adoption of certain technologies and our open architecture approach has and will continue to increase demand for our solutions; (xiv) expectations related to the micro and macro-economic conditions in our domestic and international markets and their impact on our future business; (xv) our forecasts and expectations regarding liquidity, capital resources and results of operations along with our intentions concerning the repayment of our debt obligations and our ability to draw funds on our credit facility as needed; (xvi) our forecast and estimates with respect to tax matters, including expectations with respect to utilizing our deferred tax assets; (xvii) our expectations regarding pending and potential future litigation, 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 in how we use our cash and 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; (x) the challenges of sales execution across different product lines; (xi) our expectations regarding our the potential that our due diligence did not uncover risks and potential liabilities of Polycom;
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, distributors, VARs, 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


4



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;
risks associated with forecasting sales and procurement demands, which are 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;
seasonality in one or more of our product categories;
the potential impact to our results of operations from tax rulings and interpretations;
risks related to our forecasts and expectations regarding liquidity, capital resources and results of operations along with our intentions concerning the repayment of our debt obligations and our ability to draw funds on our credit facility as needed;
potential fluctuations in our cash provided by operating activities;
risks associated with our anticipated range of capital expenditures for the remainder of Fiscal Year 2020;
the sufficiency of our cash, cash equivalents, and cash from operations to sustain future operations and discretionary cash requirements;
our expenses and expenditures, including research, development and engineering as well selling, general and administrative;
changes in tax laws that could increase our future tax rate and payments related to unrecognized tax benefits and/or reduce our deferred tax assets;
risks related to our forecasts and estimates with respect to tax matters, including expectations with respect to utilizing our deferred tax assets;
if we are unable to generate sufficient amount of income, a substantial valuation allowance to reduce the deferred tax assets may be required;
our ability to pay future stockholder dividends or repurchase stock;
our beliefs concerning interest rates and foreign currency exchange rates, our exposure to changes in each, and the benefits and risks of our hedging activities;
the risks of global health issues impacting supply chain, distribution, product availability, sales execution and/or other business disruption to our business; and
risks related to adverse results in pending litigation or other regulatory proceedings.


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


5



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:

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






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PLANTRONICS, INC.
SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands, except per share data)
 
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
December 31,
 
December 31,
 
 
 
2019
 
2018
 
2019
 
2018
 
Net revenues:
 
 
 
 
 
 
 
 
 
Net product revenues
 
$
316,633

 
$
445,441

 
$
1,094,515

 
$
1,102,012

 
Net services revenues
 
67,838

 
56,228

 
199,432

 
104,035

 
Total net revenues
 
384,471

 
501,669

 
1,293,947

 
1,206,047

 
Cost of revenues:
 
 
 
 
 
 
 
 
 
Cost of product revenues
 
220,469

 
259,673

 
658,408

 
676,616

 
Cost of service revenues
 
20,156

 
26,859

 
72,976

 
51,822

 
Total cost of revenues
 
240,625

 
286,532

 
731,384

 
728,438

 
Gross profit
 
143,846

 
215,137

 
562,563

 
477,609

 
Gross profit %
 
37.4
 %
 
42.9
 %
 
43.5
 %
 
39.6
 %
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Research, development, and engineering
 
53,769

 
59,661

 
170,708

 
140,409

 
Selling, general, and administrative
 
144,978

 
168,053

 
457,004

 
406,553

 
(Gain) loss, net from litigation settlements
 

 

 
(1,162
)
 
(30
)
 
Restructuring and other related charges
 
21,724

 
12,130

 
47,096

 
20,711

 
Total operating expenses
 
220,471

 
239,844

 
673,646

 
567,643

 
Operating income
 
(76,625
)
 
(24,707
)
 
(111,083
)
 
(90,034
)
 
Operating income %
 
(19.9
)%
 
(4.9
)%
 
(8.6
)%
 
(7.5
)%
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(22,533
)
 
(25,032
)
 
(70,262
)
 
(56,252
)
 
Other non-operating income, net
 
967

 
125

 
675

 
3,731

 
Income before income taxes
 
(98,191
)
 
(49,614
)
 
(180,670
)
 
(142,555
)
 
Income tax expense (benefit)
 
(19,708
)
 
(7,880
)
 
(31,406
)
 
(28,584
)
 
Net income (loss)
 
$
(78,483
)
 
$
(41,734
)
 
$
(149,264
)
 
$
(113,971
)
 
 
 
 
 
 
 
 
 
 
 
% of net revenues
 
(20.4
)%
 
(8.3
)%
 
(11.5
)%
 
(9.4
)%
 
 
 
 
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
 
 
Basic
 
$
(1.97
)
 
$
(1.06
)
 
$
(3.78
)
 
$
(3.08
)
 
Diluted
 
$
(1.97
)
 
$
(1.06
)
 
$
(3.78
)
 
$
(3.08
)
 
 
 
 
 
 
 
 
 
 
 
Shares used in computing earnings per common share:
 
 
 
 
 
 
 
 
 
Basic
 
39,784

 
39,314

 
39,535

 
37,063

 
Diluted
 
39,784

 
39,314

 
39,535

 
37,063

 
 
 
 
 
 
 
 
 
 
 
Effective tax rate
 
(20.1
)%
 
(15.9
)%
 
(17.4
)%
 
(20.1
)%
 


7



PLANTRONICS, INC.
SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands)
 
UNAUDITED CONSOLIDATED BALANCE SHEETS
 
 
December 31,
 
March 31,
 
 
 
2019
 
2019
 
ASSETS
 
 
 
 
 
Cash and cash equivalents
 
$
156,821

 
$
202,509

 
Short-term investments
 
15,317

 
13,332

 
Total cash, cash equivalents, and short-term investments
 
172,138

 
215,841

 
Accounts receivable, net
 
246,318

 
337,671

 
Inventory, net
 
215,038

 
177,146

 
Other current assets
 
54,533

 
50,488

 
Total current assets
 
688,027

 
781,146

 
Property, plant, and equipment, net
 
177,482

 
204,826

 
Purchased intangibles, net
 
688,258

 
825,675

 
Goodwill
 
1,279,897

 
1,278,380

 
Deferred tax and other assets
 
97,203

 
26,508

 
Total assets
 
$
2,930,867

 
$
3,116,535

 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 

 
 

 
Accounts payable
 
$
122,314

 
$
129,514

 
Accrued liabilities
 
363,394

 
398,715

 
Total current liabilities
 
485,708

 
528,229

 
Long-term debt, net of issuance costs
 
1,620,354

 
1,640,801

 
Long-term income taxes payable
 
98,386

 
83,121

 
Other long-term liabilities
 
138,342

 
142,697

 
Total liabilities
 
2,342,790

 
2,394,848

 
Stockholders' equity
 
588,077

 
721,687

 
Total liabilities and stockholders' equity
 
$
2,930,867

 
$
3,116,535

 
 
 
 
 
 
 




8



PLANTRONICS, INC.
SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands, except per share data)
 
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
December 31,
 
December 31,
 
 
 
2019
 
2018
 
2019
 
2018
 
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
Net Income
 
$
(78,483
)
 
$
(41,734
)
 
$
(149,264
)
 
$
(113,971
)
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
57,556

 
55,117

 
172,630

 
142,763

 
Amortization of debt issuance cost
 
1,340

 
1,419

 
4,062

 
3,188

 
Stock-based compensation
 
13,902

 
11,719

 
41,499

 
30,709

 
Deferred income taxes
 
(17,369
)
 
(21,931
)
 
(66,171
)
 
(39,987
)
 
Provision for excess and obsolete inventories
 
13,394

 
2,073

 
19,076

 
4,881

 
Restructuring charges
 
21,724

 
12,130

 
47,096

 
20,711

 
Cash payments for restructuring charges
 
(6,936
)
 
(3,827
)
 
(29,885
)
 
(11,222
)
 
Other operating activities
 
(5,693
)
 
60

 
3,201

 
9,070

 
Changes in assets and liabilities:
 
 
 
 
 
 
 
 
 
Accounts receivable, net
 
30,856

 
(12,075
)
 
34,634

 
(35,938
)
 
Inventory, net
 
6,264

 
(5,362
)
 
(49,320
)
 
11,018

 
Current and other assets
 
14,790

 
33,149

 
24,142

 
30,456

 
Accounts payable
 
(45,600
)
 
(4,108
)
 
(10,690
)
 
16,519

 
Accrued liabilities
 
(15,212
)
 
33,172

 
(46,906
)
 
72,677

 
Income taxes
 
(7,744
)
 
(13,110
)
 
22,251

 
(21,631
)
 
Cash provided by operating activities
 
$
(17,211
)
 
$
46,693

 
$
16,355

 
$
119,243

 
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
Proceeds from sale of investments
 
7

 
1,159

 
177

 
125,799

 
Proceeds from maturities of investments
 

 

 

 
131,017

 
Purchase of investments
 
(166
)
 
(162
)
 
(972
)
 
(698
)
 
Acquisitions, net of cash acquired
 

 
8,001

 

 
(1,642,241
)
 
Capital expenditures
 
(7,724
)
 
(8,613
)
 
(16,984
)
 
(16,148
)
 
Proceeds from sale of property and equipment
 

 

 
2,142

 

 
Cash provided by (used for) investing activities
 
$
(7,883
)
 
$
385

 
$
(15,637
)
 
$
(1,402,271
)
 
 
 
 
 
 
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Repurchase of common stock
 

 
(4,780
)
 

 
(4,780
)
 
Employees' tax withheld and paid for restricted stock and restricted stock units
 
(388
)
 
(521
)
 
(9,669
)
 
(13,863
)
 
Proceeds from issuances under stock-based compensation plans
 
1

 
53

 
6,617

 
14,925

 
Repayments of long-term debt
 

 

 
(25,000
)
 

 
Proceeds from debt issuance, net


 

 

 
1,244,713

 
Payment of cash dividends
 
(5,988
)
 
(5,971
)
 
(17,910
)
 
(16,953
)
 
Cash used for financing activities
 
$
(6,375
)
 
$
(11,219
)
 
$
(45,962
)
 
$
1,224,042

 
Effect of exchange rate changes on cash and cash equivalents
 
1,848

 
1,211

 
(444
)
 
(3,519
)
 
Net increase (decrease) in cash and cash equivalents
 
(29,621
)
 
37,070

 
(45,688
)
 
(62,505
)
 
Cash and cash equivalents at beginning of period
 
186,442

 
291,086

 
202,509

 
390,661

 
Cash and cash equivalents at end of period
 
$
156,821

 
$
328,156

 
$
156,821

 
$
328,156

 
 
 
 
 
 
 
 
 
 
 


9




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
 
Nine Months Ended
 

December 31,
 
December 31,
 
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
GAAP Net revenues
$
384,471

 
$
501,669

 
$
1,293,947

 
$
1,206,047

 
Deferred revenue purchase accounting
7,131

 
28,923

 
27,815

 
65,508

 
Non-GAAP Net revenues
$
391,602

 
$
530,592

 
$
1,321,762

 
$
1,271,555

 
 
 
 
 
 
 
 
 
 
GAAP Gross profit
$
143,846

 
$
215,137

 
$
562,563

 
$
477,609

 
Purchase accounting amortization
30,819

 
27,575

 
91,535

 
83,243

 
Inventory valuation adjustment

 

 

 
30,395

 
Deferred revenue purchase accounting
7,131

 
28,923

 
27,815

 
65,508

 
Consumer optimization
10,415

 

 
10,415

 

 
Acquisition and integration fees
46

 
404

 
1,056

 
621

 
Stock-based compensation
1,019

 
1,067

 
2,994

 
3,103

 
Rebranding costs
54

 

 
113

 

 
Non-GAAP Gross profit
$
193,330

 
$
273,106

 
$
696,491

 
$
660,479

 
Non-GAAP Gross profit %
49.4
%
 
51.5
%
 
52.7
%
 
51.9
%
 
 
 
 
 
 
 
 
 
 
GAAP Research, development, and engineering
$
53,769

 
$
59,661

 
$
170,708

 
$
140,409

 
Stock-based compensation
(4,584
)
 
(2,887
)
 
(12,516
)
 
(7,877
)
 
Acquisition and integration fees
(538
)
 
(95
)
 
(2,439
)
 
(151
)
 
Other adjustments

 

 
(542
)
 

 
Non-GAAP Research, development, and engineering
$
48,647

 
$
56,679

 
$
155,211

 
$
132,381

 
 
 
 
 
 
 
 
 
 
GAAP Selling, general, and administrative
$
144,978

 
$
168,053

 
$
457,004

 
$
406,553

 
Acquisition and integration fees
(7,715
)
 
(21,775
)
 
(35,896
)
 
(53,558
)
 
Purchase accounting amortization
(15,278
)
 
(15,278
)
 
(45,834
)
 
(30,557
)
 
Stock-based compensation
(8,299
)
 
(7,765
)
 
(25,989
)
 
(19,729
)
 
Rebranding costs
(324
)
 

 
(6,392
)
 

 
Non-GAAP Selling, general, and administrative
$
113,362

 
$
123,235

 
$
342,893

 
$
302,709

 
 
 
 
 
 
 
 
 
 
GAAP Operating expenses
$
220,471

 
$
239,844

 
$
673,646

 
$
567,643

 
Acquisition and integration fees
(8,253
)
 
(21,870
)
 
(38,335
)
 
(53,709
)
 
Purchase accounting amortization
(15,278
)
 
(15,278
)
 
(45,834
)
 
(30,557
)
 
Stock-based compensation
(12,883
)
 
(10,652
)
 
(38,505
)
 
(27,606
)
 
Restructuring and other related charges
(21,724
)
 
(12,130
)
 
(47,096
)
 
(20,711
)
 
Rebranding costs
(324
)
 

 
(6,392
)
 

 
Other adjustments

 

 
620

 

 
Non-GAAP Operating expenses
$
162,009

 
$
179,914

 
$
498,104

 
$
435,060

 
 
 
 
 
 
 
 
 
 

     


10



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
 
Nine Months Ended
 
 
December 31,
 
December 31,
 
 
2019
 
2018
 
2019
 
2018
 
GAAP Operating income
$
(76,625
)
 
$
(24,707
)
 
$
(111,083
)
 
$
(90,034
)
 
Purchase accounting amortization
46,097

 
42,853

 
137,369

 
113,800

 
Inventory valuation adjustment

 

 

 
30,395

 
Deferred revenue purchase accounting
7,131

 
28,923

 
27,815

 
65,508

 
Consumer optimization
10,415

 

 
10,415

 

 
Acquisition and integration fees
8,299

 
22,274

 
39,391

 
54,330

 
Stock-based compensation
13,902

 
11,719

 
41,499

 
30,709

 
Restructuring and other related charges
21,724

 
12,130

 
47,096

 
20,711

 
Rebranding costs
378

 

 
6,505

 

 
Other adjustments

 

 
(620
)
 

 
Non-GAAP Operating income
$
31,321

 
$
93,192

 
$
198,387

 
$
225,419

 
 
 
 
 
 
 
 
 
 
GAAP Net income
$
(78,483
)
 
$
(41,734
)
 
$
(149,264
)
 
$
(113,971
)
 
Purchase accounting amortization
46,097

 
42,853

 
137,369

 
113,800

 
Inventory valuation adjustment

 

 

 
30,395

 
Deferred revenue purchase accounting
7,131

 
28,923

 
27,815

 
65,508

 
Consumer optimization
10,415

5 

 
10,415

5 

 
Acquisition and integration fees
8,299

 
22,274

 
39,391

 
54,330

 
Stock-based compensation
13,902

 
11,719

 
41,499

 
30,709

 
Restructuring and other related charges
21,724

 
12,130

 
47,096

 
20,711

 
Rebranding costs
378

 

 
6,505

 

 
Other adjustments

 

1 

(620
)
1, 2 

 
Income tax effect of above items
(17,021
)
 
(18,036
)
 
(45,015
)
 
(56,934
)
 
Income tax effect of unusual tax items
(482
)
3 
(4,028
)
4 
(2,001
)
3 
(5,387
)
4 

Non-GAAP Net income
$
11,960

 
$
54,101

 
$
113,190

 
$
139,160

 
 
 
 
 
 
 
 
 
 
GAAP Diluted earnings per common share
$
(1.97
)
 
$
(1.06
)
 
$
(3.78
)
 
$
(3.08
)
 
Purchase accounting amortization
1.16

 
1.08

 
3.46

 
3.01

 
Inventory valuation adjustment

 

 

 
0.80

 
Deferred revenue purchase accounting
0.18

 
0.73

 
0.70

 
1.73

 
Consumer optimization
0.26

 

 
0.26

 

 
Stock-based compensation
0.35

 
0.30

 
1.04

 
0.81

 
Acquisition and integration fees
0.21

 
0.56

 
0.99

 
1.44

 
Restructuring and other related charges
0.54

 
0.31

 
1.19

 
0.55

 
Rebranding costs
0.01

 

 
0.16

 

 
Other adjustments

 

 
(0.01
)
 

 
Income tax effect
(0.44
)
 
(0.57
)
 
(1.19
)
 
(1.65
)
 
Effect of anti-dilutive securities

 
0.01

 
0.03

 
0.07

 
Non-GAAP Diluted earnings per common share
$
0.30

 
$
1.36

 
$
2.85

 
$
3.68

 
 
 
 
 
 
 
 
 
 
Shares used in diluted earnings per common share calculation:
GAAP
39,784

 
39,314

 
39,535

 
37,063

 
non-GAAP
39,870

 
39,712

 
39,731

 
37,819

 


11



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.
5 
Excluded amounts represent inventory related reserves associated with optimizing the consumer product portfolio.


12



PLANTRONICS, INC.
UNAUDITED RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES
($ in thousands)
 
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
 
December 31,
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
December 31,
 
 
 
2018
 
2019
 
2019
 
2019
 
2019
 
2019
 
GAAP operating income
 
$
(24,707
)
 
$
(19,259
)
 
$
(28,849
)
 
$
(5,610
)
 
$
(76,625
)
 
$
(130,343
)
 
Deferred revenue purchase accounting
 
28,923

 
19,316

 
12,159

 
8,524

 
7,131

 
47,130

 
Consumer optimization
 

 

 

 

 
10,415

 
10,415

 
Acquisition and integration fees
 
22,274

 
14,323

 
20,435

 
10,657

 
8,299

 
53,714

 
Stock-based compensation
 
11,719

 
11,225

 
12,904

 
14,693

 
13,902

 
52,724

 
Restructuring and other related charges
 
12,130

 
11,983

 
19,525

 
5,847

 
21,724

 
59,079

 
Rebranding costs
 

 
5,192

 
5,455

 
672

 
378

 
11,697

 
Other adjustments
 

 
1,005

 
(1,162
)
 
542

 

 
385

 
Depreciation and amortization
 
55,117

 
58,606

 
57,698

 
57,376

 
57,556

 
231,236

 
Adjusted EBITDA
 
$
105,456

 
$
102,391

 
$
98,165

 
$
92,701


$
42,780


$
336,037

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





13
(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2)

q3fy20earningspresentati
POLY COMPANY OVERVIEW February 4, 2020 NYSE:PLT © 2020 Plantronics Inc. All rights reserved. 1


 
FORWARD LOOKING STATEMENTS 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 execute to drive sales and sustainable profitable revenue growth; (ii) our expectations for new products launches, the timing of their releases and their expected impact on future growth and on our existing products; (iii) our expectations to avoid business disruption due to potential global health issues, (iv) our expectations for synergies in the quarter and additional anticipated cost savings; (v) our expectations related to the sale of our gaming product line and further optimization of our Consumer product line; (vi) beliefs regarding the strategic and financial benefits of focusing on our Enterprise business, simplifying business processes and reducing working capital; (vii) our expectations for operating cash flow and debt; (viii) expectations relating to our Q-4 and full Fiscal Year 2020 earnings guidance; (ix) estimates of GAAP and non-GAAP financial results for the fourth quarter and full Fiscal Year 2020, including net revenues, purchase accounting adjustments, adjusted EBITDA, tax rates, intangibles amortization, and diluted weighted average shares outstanding and diluted EPS; (x) expectations related to our customers’ purchasing decisions and our ability to match product production to demand; (xi) our expectations of the impact of the acquisition of Polycom as it relates to our strategic vision and additional market and strategic partnership opportunities for our combined hardware and services offerings; (xii) our beliefs regarding the UC&C market, market dynamics and opportunities, and customer and partner behavior as well as our position in the market; (xiii) our belief that the increased adoption of certain technologies and our open architecture approach has and will continue to increase demand for our solutions; (xiv) expectations related to the micro and macro-economic conditions in our domestic and international markets and their impact on our future business; (xv) our forecasts and expectations regarding liquidity, capital resources and results of operations along with our intentions concerning the repayment of our debt obligations and our ability to draw funds on our credit facility as needed; (xvi) our forecast and estimates with respect to tax matters, including expectations with respect to utilizing our deferred tax assets; (xvii) our expectations regarding pending and potential future litigation, 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 in how we use our cash and 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; (x) ) the challenges of sales execution across different product lines; (xi) our expectations regarding the potential that our due diligence did not uncover risks and potential liabilities of Polycom; • 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, distributors, VARs, suppliers and customers from the Polycom acquisition; © 2020 Plantronics Inc. All rights reserved. 2


 
FORWARD LOOKING STATEMENTS(CONT’D) • 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; • risks associated with forecasting sales and procurement demands, which are 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; • seasonality in one or more of our product categories; • the potential impact to our results of operations from tax rulings and interpretations; • risks related to our forecasts and expectations regarding liquidity, capital resources and results of operations along with our intentions concerning the repayment of our debt obligations and our ability to draw funds on our credit facility as needed; • potential fluctuations in our cash provided by operating activities; • risks associated with our anticipated range of capital expenditures for the remainder of Fiscal Year 2020; • the sufficiency of our cash, cash equivalents, and cash from operations to sustain future operations and discretionary cash requirements; • our expenses and expenditures, including research, development and engineering as well selling, general and administrative; • changes in tax laws that could increase our future tax rate and payments related to unrecognized tax benefits and/or reduce our deferred tax assets; • risks related to our forecasts and estimates with respect to tax matters, including expectations with respect to utilizing our deferred tax assets; • if we are unable to generate sufficient amount of income, a substantial valuation allowance to reduce the deferred tax assets may be required; • our ability to pay future stockholder dividends or repurchase stock; • our beliefs concerning interest rates and foreign currency exchange rates, our exposure to changes in each, and the benefits and risks of our hedging activities; • the risks of global health issues impacting supply chain, distribution, product availability, sales execution and/or other business disruption to our business; • risks related to adverse results in pending litigation or other regulatory proceedings; and • those risks and uncertainties discussed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 17, 2019 and other filings with the SEC as well as recent press releases. Please also refer to the Safe Harbor included in our Quarterly Report on Form 10-Q and our press release filed on Form 8-K regarding our results for Q3 FY20, each of which are filed with the SEC on February 4, 2020. The SEC filings and our press releases can be accessed on our website at investor.poly.com. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. © 2020 Plantronics Inc. All rights reserved. 3


 
USE OF NON-GAAP 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. These non-GAAP measures are adjusted from the most directly comparable GAAP measures to exclude, or include where applicable, the effect of purchase accounting on deferred revenue and inventory, charges associated with the optimization of our Consumer product line, stock-based compensation, acquisition related expenses, purchase accounting amortization and adjustments, restructuring and other related charges and credits, rebranding costs, other unusual and/or non-cash charges and credits, 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 adjust 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. A reconciliation between GAAP and Non-GAAP measures for all periods presented in this document is included as an appendix to this document and in our press release regarding our results for Q3 FY20 filed with the SEC on Form 8-K on February 4, 2020. Other historical reconciliations are available at investor.poly.com. © 2020 Plantronics Inc. All rights reserved. 4


 
OVERVIEW & STRATEGY © 2020 Plantronics Inc. All rights reserved. 5


 
Q3 FY20 SUMMARY BUSINESS OVERVIEW FINANCIAL OVERVIEW • Reduced channel inv. by approx. $60 million • GAAP Revenue of $384M Guidance range of $383M - $423M • Hired Carl Wiese as Chief Revenue Officer and Head of Global Sales • Non-GAAP Revenue of $392M Guidance range of $390M - $430M • Began shipping the first products built on our next-gen architecture • Adjusted EBITDA of $43M Guidance range of $33M - $53M • Have entered into agreement to sell Consumer Gaming product lines, expect to • Non-GAAP EPS of $0.30 close by end of March Guidance range of $0.01 - $0.31 • Portfolio now offering the broadest selection of Zoom and Microsoft Teams certified and supported endpoints available in the market © 2020 Plantronics Inc. All rights reserved. 6


 
A COMPELLING INVESTMENT OPPORTUNITY $40B UC&C1 Market UC&C Market Leader Strategic Innovator • We operate in a $40B UC&C market • Approximately $1.7B in annual • Reinventing the UC&C industry with strong growth drivers revenues and $336M TTM EBITDA through product integration, software and analytics • Rise in open architectures creates • Platform-agnostic, intelligent solutions need for a unified endpoint • Synergy execution complete • Valuable business insights available through unique software and analytics • Cloud deployments on rise with high demand for analytics and insights capabilities • We address an $8B Enterprise Endpoint market growing at 8% 1 Frost & Sullivan, March 2018. © 2020 Plantronics Inc. All rights reserved. 7


 
THREE FUNDAMENTAL INDUSTRY DRIVERS On-Premise to Move to Open Rise of Mobile Cloud UCC Offices Working © 2020 Plantronics Inc. All rights reserved. 8


 
OUR STRATEGY Deliver a comprehensive set of endpoints for the UC&C market and differentiate through software Management Analytics Interoperability Video Conference Desktop Headsets Software Services © 2020 Plantronics Inc. All rights reserved. 9


 
SOFTWARE OVERVIEW Provide a better user experience and drive productivity Poly Manager Pro Monitoring, managing and maintaining a headset environment remotely, all while saving time and resources Data Analytics Device Management Monitoring Customers Quality Health and Safety Poly Device Insights Management Service Remote provisioning, managing, and troubleshooting phones, all while saving time and resources © 2020 Plantronics Inc. All rights reserved. 10


 
BROADER UC MARKET AND ECOSYSTEM Key Partners Our platform agnostic and best-in-class unified endpoint strategy differentiates us © 2020 Plantronics Inc. All rights reserved. 11


 
POLY ADDRESSES A $8B ENTERPRISE TAM GROWING AT 8% Market TAM Market TAM1 CAGR CY18-CY23 Commentary New products well-positioned to $7.9B +8% capitalize on market growth $3.8B +7% Potential for market share gains based $5.5B on recent product introductions Poly is the only company with integrated offerings across Video $2.6B $0.7B +10% Leverage new VVX (FY19) and CCX all endpoint categories $1.4B (FY20) portfolio to drive growth Audio Conf. $0.5B +5% SIP Phones $1.1B Maintain market leadership, capitalize Enterprise $2.0B +8% $1.4B on growth in UC&C Headsets 2018 2023 1 Frost & Sullivan, Poly Internal © 2020 Plantronics Inc. All rights reserved. 12


 
NEW PRODUCT & PARTNER ANNOUNCEMENTS © 2020 Plantronics Inc. All rights reserved. 13


 
MAJOR PRODUCT ANNOUNCEMENTS IN Q3 FY20 Video Voice Enterprise Headsets Studio X30 series CCX 400 series Voyager 4200 Office and UC Studio X50 series CCX 500 series Voyager 5200 Office and UC TC8 room controller CCX 600 series EncorePro 300 series Studio X30 for Teams Calisto 3200 MDA500 QD G7500 for Zoom © 2020 Plantronics Inc. All rights reserved. 14


 
RECENTLY ANNOUNCED NEW PRODUCTS – AS OF FEB 4, 2020 ● Complete ● In progress ● Not applicable1 Category Product General Availability Teams Certified or Compatible Zoom Certified or Compatible Video Studio ⚫ ⚫ ⚫ Poly Studio X30 ⚫ 2 ⚫ ⚫ Poly Studio X50 ⚫ 2 ⚫ ⚫ Poly G7500 ⚫ ⚫ ⚫ Phones Poly CCX 400 ⚫ 2 ⚫ ⚫ Poly CCX 500 ⚫ 2 ⚫ ⚫ Poly CCX 600 ⚫ ⚫ ⚫ Poly VVX x50 Family ⚫ ⚫ ⚫ Audio Conf. Poly Trio 8300 ⚫ ⚫ ⚫ Poly Trio 8500 ⚫ ⚫ ⚫ Poly Trio 8800 ⚫ ⚫ ⚫ Calisto 3200 ⚫ ⚫ ⚫ Calisto 5200 ⚫ ⚫ ⚫ Calisto 7200 ⚫ ⚫ ⚫ Headsets Voyager 42xx Office Series ⚫ ⚫ ⚫ Voyager 52xx Office Series ⚫ ⚫ ⚫ Savi Office Series ⚫ ⚫ ⚫ Encore Pro 300 ⚫ ⚫ ⚫ Encore Pro 500 ⚫ ⚫ ⚫ Encore Pro 700 ⚫ ⚫ ⚫ 1 Product either has not yet shipped or is not intended to be certified for this environment. 2 Product now shipping, limited availability consistent with normal supply chain ramp © 2020 Plantronics Inc. All rights reserved. 15


 
Q3 FY20 EARNINGS RESULTS © 2020 Plantronics Inc. All rights reserved. 16


 
Q3 FINANCIAL SUMMARY 1 Non-GAAP Revenue of $392 million: • Impacted by channel inventory reduction • Enterprise revenues impacted by product transitions, sales integration and channel consolidation • Consumer revenues impacted by portfolio optimization Non-GAAP gross margins of 49.4%, down 210 bps Y/Y: • Impacted by lower manufacturing volumes due to channel inventory reduction and increased tariffs Non-GAAP operating expenses of $162 million, down $18 million Y/Y: • Primarily due to cost synergies, lower variable compensation, and FX benefits. Non-GAAP operating margin of 8.0%, down 960 bps Y/Y, Adj. EBITDA of $43 million Non-GAAP diluted EPS of $0.30 1 Please refer to the appendix to this presentation and to our press release regarding our Q3 FY20 filed with the SEC on Form 8-K on February 4, 2020 for a reconciliation between GAAP and Non-GAAP measures. © 2020 Plantronics Inc. All rights reserved. 17


 
NON-GAAP REVENUE BY CATEGORY & REGION ($MM) $531 $531 $470 82 $470 Services APAC 98 75 $3921 91 1 88 $392 Video 90 75 EMEA 155 77 117 131 Voice 70 99 108 Consumer 70 80 Headsets 43 41 AMER 278 248 Enterprise 207 173 163 Headsets 126 Q3 FY19 Q2 FY20 Q3 FY20 Q3 FY19 Q2 FY20 Q3 FY20 1 Q3 FY20 results were impacted by approximately $60 million by the planned reduction of channel inventory. © 2020 Plantronics Inc. All rights reserved. 18


 
NON-GAAP OPERATING DETAILS ($MM) $273 $180 $93 $1931 $162 51.5% 49.4% $311 33.9% 41.4% 17.6% 8.0% Q3 FY19 Q3 FY20 Q3 FY19 Q3 FY20 Q3 FY19 Q3 FY20 Gross Profit Operating Expenses Operating Income • Y/Y Decline of $80M or • Y/Y decline of $18M or 10% • Operating income decline 210 basis points driven primarily due to cost of $62M or 67% driven by • Margins impacted by lower synergies and lower channel inventory manufacturing volumes variable compensation reduction, declines in due to channel inventory Enterprise and Consumer reduction and increased headsets tariffs 1 Q3 FY20 results were impacted by approximately $60 million by the planned reduction of channel inventory. © 2020 Plantronics Inc. All rights reserved. 19


 
Restructuring Category ($MM) Q3 FY20 Severance $11.71 Q3 Facility $2.2 RESTRUCTURING DETAIL Other $0.9 Non-cash asset impairment $6.9 Total $21.7 1 Includes approximately $5 million related to Consumer optimization © 2020 Plantronics Inc. All rights reserved. 20


 
TRAILING TWELVE MONTHS ADJUSTED EBITDA ($MM) TTM EBITDA: $336M $105 $102 $98 $93 $43 Q3 FY19 Q4 FY19 Q1 FY20 Q2 FY20 Q3 FY20 © 2020 Plantronics Inc. All rights reserved. 21


 
CASH & INVESTMENTS BRIDGE Q2 -Q3 FY20 ($MM) 201 172 © 2020 Plantronics Inc. All rights reserved. 22


 
GUIDANCE & LONG TERM MODEL © 2020 Plantronics Inc. All rights reserved. 23


 
Q4 GUIDANCE (AS OF FEB 4, 2020) Q4 FY20 Guidance GAAP Net Revenue $354M - $394M Non-GAAP Net Revenue1 $360M - $400M Adjusted EBITDA2 $20M - $45M Non-GAAP Diluted EPS2,3 $(0.36) - $0.19 1 Q4 non-GAAP revenue guidance includes purchase accounting adjustments of $6.1 million. 2 Q4 Adjusted EBITDA and non-GAAP diluted EPS excludes estimated intangibles amortization expense of $46.3 million. 3 EPS Guidance assumes approximately 41 million diluted average weighted shares and a non-GAAP effective tax rate of 6% to 8%. Poly does not intend to update these targets during the quarter or to report on its progress toward these targets. Poly will not comment on these targets to analysts or investors except by its press release announcing its fourth quarter fiscal year 2020 results or by other public disclosure. Any statements by persons outside Poly speculating on the progress of the fourth quarter or full fiscal year 2020 will not be based on internal company information and should be assessed accordingly by investors. Please refer to the appendix in this presentation and to our press release regarding our Q3 FY20 filed with the SEC on Form 8-K on February 4, 2020 for a reconciliation between GAAP and Non-GAAP measures. 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. Our business is inherently difficult to forecast, particularly with continuing uncertainty in regional economic conditions, currency fluctuations, customer cancellations and rescheduling, and there can be no assurance that expectations of incoming orders over the balance of the current quarter will materialize. © 2020 Plantronics Inc. All rights reserved. 24


 
GUIDANCE BRIDGE–QOQ Total Non-GAAP Consumer Revenue Enterprise Revenue1 Revenue Being Sold or Optimized Q3 Guidance Midpoint $410M $367M $43M Q3 As-Reported $392M $362M $30M Q4 Guidance Midpoint $380M $367M $13M • Q3 as-reported revenue impacted by ~$60 million channel inventory reduction • Q4 Enterprise revenue impacted by product transition, sales integration and channel consolidation • Seasonality impact from Q3 to Q4 for Enterprise products sold through the channel declines ~10% • Q4 Consumer revenue impacted by Consumer optimization and sale of Gaming product lines 1 Includes Mono Premium revenues historically reported in Consumer. © 2020 Plantronics Inc. All rights reserved. 25


 
4 Quarter Rolling Q4 Q1 Q2 Q3 Forecast ($MM) FY20 FY21 FY21 FY21 Revenue–Deferred GAAP PURCHASE Revenue Fair Value $6.1 $5.1 $4.2 $3.3 Adjustment ACCOUNTING COGS–Intangibles FORECAST $31.0 $31.0 $30.0 $29.2 Amortization1 SG&A–Intangibles $15.3 $15.3 $15.3 $15.3 Amortization 1 Subject to change as In-Process technology assets are placed into service. © 2020 Plantronics Inc. All rights reserved. 26


 
SUPPLEMENTAL DATA & GAAP TO NON-GAAP RECONCILIATIONS © 2020 Plantronics Inc. All rights reserved. 27


 
COMBINED COMPARATIVE NON -GAAP INFORMATION Combined Comparative Basis1 ($MM, except earnings per Q1 FY19 Q2 FY19 Q3 FY19 Q4 FY19 FY19 Q1 FY20 Q2 FY20 Q3 FY20 Q3 Y/Y share data) Non-GAAP $500 $520 $531 $488 $2,038 $460 $470 $392 -26% Revenue Gross Profit $268 $277 $273 $268 $1,086 $257 $246 $193 -29% Gross 53.5% 53.2% 51.5% 55.0% 53.3% 55.8% 52.4% 49.4% -210 bps Margin Op. $196 $180 $180 $178 $734 $171 $165 $162 -10% Expense Op. Income $72 $96 $93 $90 $352 $86 $81 $31 -67% Op. Margin 14.4% 18.5% 17.6% 18.5% 17.3% 18.6% 17.3% 8.0% -960 bps Diluted EPS NMF $1.51 $1.36 $1.44 $5.12 $1.32 $1.24 $0.30 -78% Adj. EBITDA $86 $108 $105 $102 $402 $98 $93 $43 -59% Op. Cash $75 $40 $47 -$3 $159 $8 $25 -$17 -136% Flow 1 Combined comparative results include Polycom results in historical periods prior to the closing of the acquisition for comparative purposes. See reconciliations to our GAAP results for additional details. © 2020 Plantronics Inc. All rights reserved. 28


 
AS-REPORTED NON-GAAP INFORMATION ($MM, except earnings per Q1 FY19 Q2 FY19 Q3 FY19 Q4 FY19 FY19 Q1 FY20 Q2 FY20 Q3 FY20 Q3 Y/Y share data) Non-GAAP $221 $520 $531 $488 $1,759 $460 $470 $392 -26% Revenue Gross Profit $111 $277 $273 $268 $929 $257 $246 $193 -29% Gross 50.1% 53.2% 51.5% 55.0% 52.8% 55.8% 52.4% 49.4% -210 bps Margin Op. $75 $180 $180 $178 $613 $171 $165 $162 -10% Expense Op. Income $36 $96 $93 $90 $316 $86 $81 $31 -67% Op. Margin 16.2% 18.5% 17.6% 18.5% 18.0% 18.6% 17.3% 8.0% -960 bps Diluted EPS $0.74 $1.51 $1.36 $1.44 $5.12 $1.32 $1.24 $0.30 -78% Adj. EBITDA $42 $108 $105 $102 $402 $98 $93 $43 -59% Op. Cash $32 $40 $47 -$3M $116 $8 $25 -$17 -136% Flow © 2020 Plantronics Inc. All rights reserved. 29


 
TRENDED NON-GAAP REVENUE DATA Non-GAAP Revenue Q1 FY19 Q2 FY19 Q3 FY19 Q4 FY19 FY19 Q1 FY20 Q2 FY20 Q3 FY20 Q3 Y/Y by Category ($MM) Voice1 $106 $121 $117 $107 $451 $104 $99 $80 -32% Video1 $92 $89 $88 $86 $355 $61 $90 $70 -20% Services1 $81 $81 $82 $77 $321 $77 $75 $75 -9% Enterprise Headsets $168 $170 $173 $170 $681 $175 $163 $126 -27% Consumer Headsets $54 $58 $70 $48 $230 $44 $43 $41 -41% Total Revenue $500 $520 $531 $488 $2,038 $460 $470 $392 -26% Non-GAAP Revenue by Geography Americas $265 $284 $278 $255 $1,082 $261 $248 $207 -26% EMEA $138 $138 $153 $142 $571 $119 $131 $108 -29% APAC $97 $98 $99 $92 $386 $80 $91 $77 -22% Total Revenue $500 $520 $531 $488 $2,038 $460 $470 $392 -26% 1 Combined comparative results include Polycom results in historical periods prior to the closing of the acquisition for comparative purposes. See reconciliations to our GAAP results for additional details. © 2020 Plantronics Inc. All rights reserved. 30


 
ADJUSTED TRENDED NON-GAAP REVENUE DATA Non-GAAP Revenue Q1 FY19 Q2 FY19 Q3 FY19 Q4 FY19 FY19 Q1 FY20 Q2 FY20 Q3 FY20 Q3 Y/Y by Category ($MM) Core Revenues $4641 $479 $477 $455 $1,875 $431 $441 $362 -24% Consumer Revenues being $36 $41 $53 $33 $163 $32 $33 $30 -43% Sold or Optimized2 Total Revenue $500 $520 $531 $488 $2,038 $460 $470 $392 -26% 1 Combined comparative results include Polycom results in historical periods prior to the closing of the acquisition for comparative purposes. See reconciliations to our GAAP results for additional details. 2 Mono Premium product revenues are excluded from this line and reflected in Core Revenues. © 2020 Plantronics Inc. All rights reserved. 31


 
THANK YOU ©2020 Plantronics, Inc. Poly and the propeller design are trademarks of Plantronics, Inc. 32


 
Unaudited Reconciliations of GAAP net revenue to non-GAAP net revenue ($ in thousands) Three Months Ended September 30, December 31, March 31, June 30, September 30, December 31, 2018 2018 2019 2019 2019 2019 Net revenues from unaffiliated customers: Enterprise Headsets $ 169,978 $ 173,479 $ 169,783 $ 175,084 $ 162,933 $ 126,155 Consumer Headsets 58,053 69,665 48,432 43,566 43,359 41,125 Voice 121,309 116,700 106,577 103,847 98,453 79,494 Video 85,922 85,597 83,966 60,248 90,392 69,859 Services 47,807 56,228 59,730 65,022 66,572 67,838 Total GAAP net revenues $ 483,069 $ 501,669 $ 468,488 $ 447,767 $ 461,709 $ 384,471 Deferred revenue purchase accounting 36,585 28,923 19,316 12,159 8,524 7,131 Total non-GAAP net revenues $ 519,654 $ 530,592 $ 487,804 $ 459,926 $ 470,233 $ 391,602 Net revenues by geographic area from unaffiliated customers: Americas $ 266,641 $ 265,119 $ 246,157 $ 255,940 $ 245,283 $ 204,910 EMEA 128,957 146,388 137,955 116,979 128,973 105,931 APAC 87,471 90,162 84,376 74,848 87,453 73,630 Total GAAP net revenues $ 483,069 $ 501,669 $ 468,488 $ 447,767 $ 461,709 $ 384,471 Deferred revenue purchase accounting 36,585 28,923 19,316 12,159 8,524 7,131 Total non-GAAP net revenues $ 519,654 $ 530,592 $ 487,804 $ 459,926 $ 470,233 $ 391,602


 
Unaudited Reconciliations of GAAP measures to non-GAAP Historical Combined Comparative Measures ($ in thousands) Three Months Ended June 30 2018 Revenue by Product: Enterprise Headsets $ 167,642 Consumer Headsets 53,667 Voice1 106,280 Video1 92,001 Services1 80,829 Combined comparative total net revenues $ 500,419 Revenue by Region: Plantronics Americas net revenues $ 130,848 Polycom Americas net revenues1 133,976 Combined comparative Americas net revenues $ 264,824 Plantronics EMEA net revenues $ 63,589 Polycom EMEA net revenues1 74,726 Combined comparative EMEA net revenues $ 138,315 Plantronics APAC net revenues $ 26,871 Polycom APAC net revenues1 70,409 Combined comparative APAC net revenues $ 97,280 Combined comparative total net revenues $ 500,419 1 Voice, Video, and Services categories were introduced with the acquisition of Polycom on July 2, 2018. Historical Polycom revenues are prepared in accordance with U.S. GAAP and Polycom's significant accounting policies prior to the closing of the acquisition on July 2, 2018 and are shown here to arrive at combined comparative historical net revenues.


 
Unaudited Reconciliations of GAAP measures to non-GAAP Historical Combined Comparative Measures (continued) ($ in thousands) Plantronics GAAP gross profit $ 109,843 Polycom GAAP gross profit1 156,599 Combined comparative gross profit before adjustments $ 266,442 Stock-based compensation 963 Purchase accounting amortization 436 Other adjustments2 — Combined comparative adjusted gross profit $ 267,841 Combined comparative adjusted gross profit % 53.5% Plantronics GAAP operating income $ 20,649 Polycom GAAP operating income1 (30,589) Combined comparative operating income before adjustments $ (9,940) Amortization of Polycom goodwill and intangibles amortization 14,802 Stock-based compensation 8,150 Acquisition and integration fees 12,901 Restructuring and other related charges 2,847 Non-recurring legal-related and other adjustments2 43,446 Combined adjusted operating income $ 72,206 Combined adjusted operating profit % 14.4%


 
Unaudited Reconciliations of GAAP measures to Combined Comparative Adjusted EBITDA ($ in thousands) Three Months Ended June 30, 20181 Plantronics GAAP operating income $ 20,649 Polycom GAAP operating income2 (30,589) Combined comparative operating income before adjustments (9,940) Acquisition and integration fees 12,901 Stock-based compensation 8,150 Restructuring and other related charges 2,847 Other adjustments3 43,446 Depreciation and amortization4 29,231 Adjusted EBITDA 86,635 Unaudited Reconciliations of GAAP measures to non-GAAP Historical Combined Comparative Measures (continued) ($ in thousands) Three Months Ended June 30 2018 Plantronics Cash Flow from Operations $ 32,082 Polycom Cash Flow from Operations1 $ 43,059 Combined Comparative Cash Flow from Operations $ 75,141 1 Polycom results shown in these periods are prior to the close of the acquisition on July 2, 2018. These results are shown here to arrive at combined comparative historical results. 2 Prepared in accordance with U.S. GAAP and Polycom's significant accounting policies prior to the closing of the acquisition on July 2, 2018, and further adjusted in accordance with U.S. GAAP for subsequent events occurring after the balance sheet date of June 30, 2018. Refer to footnote 3 for further information. Includes losses from litigation settlements and immaterial adjustments to conform historical Polycom results to Plantronics non-GAAP policy. In the period ended June 30, 2018, this 3 includes litigation settlements of approximately $37 million related to the settlement of a previously disclosed FCPA matter and approximately $6 million related other legal settlements, both of which were recognized as subsequent events. More information on these and other legal matters is available in Note 7. Commitments and Contingencies within our Form 10-Q filed on February 6, 2019. 4 In the three months ending December 31, 2017, March 31, 2018, and June 30, 2018, depreciation and amortization includes amortization of Polycom goodwill in accordance with U.S. GAAP and Polycom's significant accounting policies prior to the closing of the acquisition on July 2, 2018.


 
PLANTRONICS, INC. UNAUDITED RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES ($ in thousands, except per share data) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA - AS REPORTED Three Months Ended, June 30, September 30, December 31, March 31, June 30, September 30, December 31, 2018 2018 2018 2019 2019 2019 2019 GAAP Net revenues $ 221,309 $ 483,069 $ 501,669 $ 468,488 $ 447,767 $ 461,709 $ 384,471 Deferred revenue purchase accounting — 36,585 28,923 19,316 12,159 8,524 7,131 Non-GAAP Net revenues $ 221,309 $ 519,654 $ 530,592 $ 487,804 $ 459,926 $ 470,233 $ 391,602 GAAP Gross profit $ 109,843 $ 152,629 $ 215,137 $ 216,531 $ 212,646 $ 206,071 $ 143,846 Purchase accounting amortization — 55,668 27,575 31,118 30,000 30,716 30,819 Inventory valuation adjustment — 30,395 — — — — — Deferred revenue purchase accounting — 36,585 28,923 19,316 12,159 8,524 7,131 Consumer optimization — — — — — — 10,415 Acquisition and integration fees — 217 404 435 922 88 46 Stock-based compensation 963 1,073 1,067 1,073 978 997 1,019 Rebranding costs — — — — 36 23 54 Non-GAAP Gross profit $ 110,806 $ 276,567 $ 273,106 $ 268,473 $ 256,741 $ 246,419 $ 193,330 Non-GAAP Gross profit % 50.1% 53.2% 51.5% 55.0% 55.8% 52.4% 49.4% GAAP Operating expenses $ 89,194 $ 238,605 $ 239,844 $ 235,790 $ 241,495 $ 211,681 $ 220,471 Acquisition and integration fees (5,803) (26,036) (21,870) (13,888) (19,513) (10,569) (8,253) Purchase accounting amortization — (15,279) (15,278) (15,281) (15,278) (15,278) (15,278) Stock-based compensation (7,187) (9,767) (10,652) (10,152) (11,926) (13,696) (12,883) Restructuring and other related charges (1,320) (7,261) (12,130) (11,983) (19,525) (5,847) (21,724) Rebranding costs — — — (5,192) (5,419) (649) (324) Other adjustments — — — (1,005) 1,162 (542) — Non-GAAP Operating expenses $ 74,884 $ 180,262 $ 179,914 $ 178,289 $ 170,996 $ 165,100 $ 162,009


 
PLANTRONICS, INC. UNAUDITED RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES ($ in thousands, except per share data) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA - AS REPORTED (CONTINUED) Three Months Ended June 30, September 30, December 31, March 31, June 30, September 30, December 31, 2018 2018 2018 2019 2019 2019 2019 GAAP Operating income $ 20,649 $ (85,976) $ (24,707) $ (19,259) $ (28,849) $ (5,610) $ (76,625) Purchase accounting amortization — 70,947 42,853 46,399 45,278 45,994 46,097 Inventory valuation adjustment — 30,395 — — — — — Deferred revenue purchase accounting — 36,585 28,923 19,316 12,159 8,524 7,131 Consumer optimization — — — — — — 10,415 Acquisition and integration fees 5,803 26,253 22,274 14,323 20,435 10,657 8,299 Stock-based compensation 8,150 10,840 11,719 11,225 12,904 14,693 13,902 Restructuring and other related charges 1,320 7,261 12,130 11,983 19,525 5,847 21,724 Rebranding costs — — — 5,192 5,455 672 378 Other adjustments — — — 1,005 (1,162) 542 — Non-GAAP Operating income $ 35,922 $ 96,305 $ 93,192 $ 90,184 $ 85,745 $ 81,319 $ 31,321 GAAP Diluted earnings per common share $ 0.42 $ (2.21) $ (1.06) $ (0.55) $ (1.14) $ (0.65) $ (1.97) Purchase accounting amortization — 1.78 1.08 1.17 1.15 1.16 1.16 Inventory valuation adjustment — 0.76 — — — — — Deferred revenue purchase accounting — 0.92 0.73 0.49 0.31 0.21 0.18 Consumer optimization — — — — — — 0.26 Stock-based compensation 0.24 0.27 0.30 0.28 0.33 0.37 0.35 Acquisition and integration fees 0.17 0.66 0.56 0.36 0.52 0.27 0.21 Restructuring and other related charges 0.04 0.18 0.31 0.30 0.49 0.15 0.54 Rebranding costs — — — 0.13 0.14 0.02 0.01 Other adjustments — — — (0.04) (0.03) 0.01 — Income tax effect (0.14) (0.89) (0.57) (0.73) (0.46) (0.32) (0.44) Effect of participating securities 0.01 — — — — — — Effect of anti-dilutive securities — 0.04 0.01 0.03 0.01 0.02 — Non-GAAP Diluted earnings per common share $ 0.74 $ 1.51 $ 1.36 $ 1.44 $ 1.32 $ 1.24 $ 0.30 Shares used in diluted earnings per common share calculation: GAAP 33,534 39,281 39,314 39,089 39,239 39,584 39,784 non-GAAP 33,534 39,920 39,712 39,523 39,523 39,664 39,870


 
PLANTRONICS, INC. UNAUDITED RECONCILIATIONS OF GAAP OPERATING INCOME TO ADJUSTED EBITDA ($ in thousands) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS DATA Twelve Months Three Months Ended Ended September December September December December June 30, 30, 31, March 31, June 30, 30, 31, 31, 2018 2018 2018 2019 2019 2019 2019 2019 GAAP operating income $ 20,649 $ (85,976) $ (24,707) $ (19,259) $ (28,849) $ (5,610) $ (76,625) $ (130,343) Deferred revenue purchase accounting — 36,585 28,923 19,316 12,159 8,524 7,131 47,130 Inventory valuation adjustment — 30,395 — — — — — — Acquisition and integration fees 5,803 26,253 22,274 14,323 20,435 10,657 — 45,415 Consumer optimization — — — — — — 10,415 10,415 Stock-based compensation 8,150 10,840 11,719 11,225 12,904 14,693 13,902 52,724 Restructuring and other related charges 1,320 7,261 12,130 11,983 19,525 5,847 21,724 59,079 Rebranding costs — — — 5,192 5,455 672 378 11,697 Other adjustments — — — 1,005 (1,162) 542 — 385 Depreciation and amortization 5,248 82,398 55,117 58,606 57,698 57,376 57,556 231,236 Adjusted EBITDA $ 41,170 $ 107,756 $ 105,456 $ 102,391 $ 98,165 $ 92,701 $ 34,481 $ 327,738


 
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