<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 28, 1996 or
------------------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
---------------------- ----------------------
Commission File Number 1-12696
PLANTRONICS, INC.
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 77-0207692
- ------------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
337 Encinal Street, P.O. Box 1802
Santa Cruz, California 95061-1802
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 426-6060
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at September 28, 1996
------------------------------- --------------------------------------
Common Stock, $.01 par value 8,147,335
Exhibit Index on Page 12 of 13
Page 1 of 13
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PLANTRONICS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1996 1996
============= =========
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 25,670 $ 26,787
Accounts receivable 38,002 38,555
Inventory 19,847 18,007
Deferred income taxes 5,094 5,094
Other current assets 815 1,227
--------- ---------
Total current assets 89,428 89,670
Property, plant and equipment, net 17,211 13,710
Other assets 5,014 5,281
--------- ---------
$ 111,653 $ 108,661
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,350 $ 8,384
Accrued liabilities 20,491 20,692
Income taxes payable 12,691 12,040
--------- ---------
Total current liabilities 41,532 41,116
Deferred income taxes 1,081 1,081
Long-term debt 65,050 65,050
--------- ---------
Total liabilities 107,663 107,247
--------- ---------
Stockholders' equity:
Common stock; $0.01 par value, 25,000,000 shares authorized,
8,147,335 and 8,388,956 shares issued and outstanding 86 84
Additional paid-in capital 56,539 55,726
Cumulative translation adjustment (891) (891)
Accumulated deficit (39,730) (53,505)
--------- ---------
16,004 1,414
Less: Treasury stock
(common: 327,947 shares in fiscal year 1997) at cost (12,014) -
--------- ---------
Total stockholders' equity 3,990 1,414
--------- ---------
$ 111,653 $ 108,661
========= =========
</TABLE>
See Notes to Unaudited Condensed Consolidated Financial Statements.
Page 2 of 13
<PAGE> 3
PLANTRONICS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
======== ======== ======== ========
<S> <C> <C> <C> <C>
Net sales $ 47,120 $ 45,175 $ 92,704 $ 89,284
Cost of sales 21,787 21,622 42,871 42,918
-------- -------- -------- --------
Gross profit 25,333 23,553 49,833 46,366
-------- -------- -------- --------
Operating expense:
Research, development and engineering 3,270 3,607 6,733 7,193
Selling, general and administrative 9,833 8,386 19,353 16,629
-------- -------- -------- --------
Total operating expenses 13,103 11,993 26,086 23,822
-------- -------- -------- --------
Operating income 12,230 11,560 23,747 22,544
Interest expense, including amortization
of debt issuance costs of $132, $132, $264 1,760 1,803 3,550 3,593
and $264
Interest income and other income, net (366) (468) (674) (591)
-------- -------- -------- --------
Income before income taxes 10,836 10,225 20,871 19,542
Income tax expense 3,684 3,988 7,096 7,622
-------- -------- -------- --------
Net income attributable to holders
of common stock $ 7,152 $ 6,237 $ 13,775 $ 11,920
======== ======== ======== ========
Net income per common share
attributable to holders of common stock $ 0.81 $ 0.70 $ 1.54 $ 1.34
======== ======== ======== ========
Shares used in per share calculations 8,860 8,950 8,949 8,926
======== ======== ======== ========
</TABLE>
See Notes to Unaudited Condensed Consolidated Financial Statements.
Page 3 of 13
<PAGE> 4
PLANTRONICS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995
========== =========
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 13,775 $ 11,920
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization of property and intangible assets 1,194 1,096
Other non-cash charges, net 342 382
Changes in assets and liabilities:
Accounts receivable 253 (4,515)
Provision for doubtful accounts 300 593
Inventory (1,840) 3,425
Other current assets 412 (243)
Other assets 3 57
Accounts payable (34) 1,124
Accrued liabilities (201) 271
Income taxes 651 911
-------- --------
Cash provided by operating activities 14,855 15,021
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,695) (1,388)
-------- --------
Cash used by investing activities (4,695) (1,388)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 737 168
Purchase of treasury stock (12,014) -
-------- --------
-------- --------
Cash used for financing activities (11,277) 168
-------- --------
Net increase (decrease) in cash and
cash equivalents (1,117) 13,801
Cash and cash equivalents at beginning
of period 26,787 3,360
-------- --------
Cash and cash equivalents at end of period $ 25,670 $ 17,161
======== ========
Supplemental disclosures:
Cash paid for:
Interest 3,281 3,297
Income taxes $ 4,047 $ 6,644
======== ========
</TABLE>
See Notes to Unaudited Condensed Consolidated Financial Statements.
Page 4 of 13
<PAGE> 5
PLANTRONICS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL STATEMENTS
The unaudited consolidated condensed financial statements included herein have
been prepared by Plantronics, Inc. ("Plantronics") pursuant to the rules and
regulations of the Securities and Exchange Commission. These financial
statements reflect, in the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position and results of operations as of and for the periods indicated. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although
Plantronics believes the disclosures which are made, when read in conjunction
with the audited fiscal 1996 financial statements, are adequate to make the
information presented not misleading. As used herein, references to the
"Company" mean Plantronics and its consolidated subsidiaries.
PERIODS PRESENTED. The Company's fiscal year-end is the Saturday closest to
March 31st. For purposes of presentation, the Company has indicated its
accounting year-end as March 31 and its second quarter-end as September 30.
Plantronics' fiscal quarters ended September 30, 1996 and September 30, 1995
consisted of thirteen weeks each.
1. DETAILS OF CERTAIN BALANCE SHEET COMPONENTS: (in thousands)
<TABLE>
<CAPTION>
September 30, March 31,
1996 1996
======== ========
<S> <C> <C>
Inventories:
Finished goods $ 7,303 $ 6,890
Work in process 2,382 4,631
Purchased parts 10,162 6,486
-------- --------
$ 19,847 $ 18,007
======== ========
Property, plant and equipment:
Land $ 4,693 $ 4,693
Buildings and improvements (useful lives: 10-40 years) 9,677 8,869
Machinery and equipment (useful lives: 4-8 years) 23,737 19,850
-------- --------
38,107 33,412
Less accumulated depreciation (20,896) (19,702)
-------- --------
$ 17,211 $ 13,710
======== ========
</TABLE>
2. FOREIGN CURRENCY TRANSACTIONS:
The Company's functional currency for all operations is the U.S dollar.
Accordingly, gains and losses resulting from the remeasurement of
foreign subsidiaries' financial statements into U.S.dollars are
included in other income (expense) in the consolidated statements of
operations. Gains and losses resulting from foreign currency
transactions are also included in other income (expense). Aggregate
exchange gains in the three months ended September 30, 1996 and
September 30, 1995 were $.1 million and $.2 million, respectively. For
the six months ended September 30, 1996 aggregate exchange gains
equaled aggregate exchange losses and for the six months ended
September 30, 1995 there were $.1 million aggregate exchange gains.
Page 5 of 13
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTERIM RESULTS OF OPERATIONS (THREE MONTHS ENDED SEPTEMBER 30, 1996
COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1995)
NET SALES. Net sales for the quarter ended September 30, 1996 were $47.1
million, an increase of 4.3% over the net sales of $45.2 million for the quarter
ended September 30, 1995. Revenues in the international markets during the
second quarter of fiscal 1997 grew 23% over the comparable period in fiscal 1996
as a result of increased investment and expansion during fiscal 1995 and fiscal
1996.
GROSS PROFIT. Gross profit for the quarter ended September 30, 1996 was $25.3
million (53.8% of net sales), compared to $23.6 million (52.1% of net sales) for
the same period in fiscal 1996, reflecting continuing benefit from manufacturing
efficiencies and cost reduction programs.
RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and engineering
expenses for the quarter ended September 30, 1996 were $3.3 million (6.9% of net
sales) compared to $3.6 million (8.0% of net sales) for the quarter ended
September 30, 1995, due primarily to lower expenditures on project materials to
support new product development in the quarter ended September 30, 1996. This
reduction was, in part, a result of improvements in the purchasing and materials
management processes.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses for the quarter ended September 30, 1996 were $9.8 million (20.9% of
net sales) compared to $8.4 million (18.6% of net sales) for the quarter ended
September 30, 1995. The increase was the result of additional staffing in
domestic sales and marketing and to a lesser extent, increased expenditures in
sales promotions and market research in the second quarter of fiscal 1997
compared to the same period in fiscal 1996.
INCOME TAX EXPENSE. The Company's effective tax rate declined to 34% in the
quarter ended September 30, 1996 from 39% in the quarter ended September 30,
1995, primarily as a result of international restructuring begun in the fourth
quarter of fiscal 1996.
INTERIM RESULTS OF OPERATIONS (SIX MONTHS ENDED SEPTEMBER 30, 1996
COMPARED TO SIX MONTHS ENDED SEPTEMBER 30, 1995)
NET SALES. Net sales for the six-month period ended September 30, 1996 were
$92.7 million, an increase of 3.8% over the net sales of $89.3 million for the
six-month period ended September 30, 1995. International revenues for the first
half of fiscal 1997 continued to increase, up $4.9 million (22.0%) over the
comparable period in fiscal 1996. Domestic revenues were down $1.0 million for
the first six months of fiscal 1997 primarily as a result of the anticipated
decline ($2.1 million) in headset shipments to Lucent Technologies (formerly
AT&T), principally due to the closing of their phone stores, offset partially by
$1.1 million in increased sales through other domestic channels.
GROSS PROFIT. Gross profit for the six-month period ended September 30, 1996 was
$49.8 million (53.8% of net sales), compared to $46.4 million (51.9% of net
sales) for the same period in fiscal 1996, reflecting continuing benefit from
manufacturing efficiencies and cost reduction programs.
RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and engineering
expenses for the six-month period ended September 30, 1996 were $6.7 million
(7.3% of net sales) compared to $7.2 million (8.0% of net sales) for the
six-month period ended September 30, 1995, due primarily to lower expenditures
on project materials to support new product development in the first half of
fiscal 1997. This reduction was, in part, a result of improvements in the
purchasing and materials management processes.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses for the six-month period ended September 30, 1996 were $19.4 million
(20.9% of net sales) compared to $16.6 million (18.6% of net sales) for the
Page 6 of 13
<PAGE> 7
six-month period ended September 30, 1995. The increase was the result of
additional staffing in domestic sales and marketing and to a lesser extent,
increased expenditures on sales promotions and market research in the second
half of fiscal 1997 compared to the same period in fiscal 1996.
INCOME TAX EXPENSE. The Company's effective tax rate declined to 34% in the
six-month period ended September 30, 1996 from 39% in the six-month period ended
September 30, 1995, primarily as a result of international restructuring begun
in the fourth quarter of fiscal 1996.
FOREIGN CURRENCY Through fiscal 1996, intercompany transactions between
the Company and its United Kingdom subsidiary posed the greatest foreign
currency risk. The Company managed this risk by timely payments of intercompany
liabilities. Remaining currency risk, in the opinion of management, was not
material and, accordingly, the Company did not engage in hedging transactions.
Beginning in fiscal 1997, the intercompany transaction risk described above has
been eliminated as a result of the restructuring of the Company's international
operations. However, the Company is subject to greater remeasurement exposure
to its operating results with the United Kingdom subsidiary's adoption of the
U.S. dollar as its functional currency. The Company's peso transaction exposure
at its manufacturing subsidiary in Tijuana, Mexico is limited principally to
payroll expenditures. In the opinion of management, the favorable effects to
the Company from the devaluation of the peso in the periods reported were not
material.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of liquidity in the six-month period
ended September 30, 1996 was $14.9 million of cash generated from operating
activities. In the six-month period ended September 30, 1995, liquidity was
principally provided by $15.0 million of cash generated from operating
activities. Cash and cash equivalents increased to $25.7 million at September
30, 1996 from $17.2 million at September 30, 1995, primarily due to cash
provided by operating activities in the second half of fiscal 1996. In the last
quarter of fiscal 1996, the Company terminated $9.0 million of its $29.0
million revolving credit facility. The remaining $20.0 million facility
includes a $4.0 million letter of credit facility. As of September 30, 1996,
the Company had no cash borrowings under the revolving credit facility and $2.7
million outstanding under the letter of credit facility. According to borrowing
base limitations, available borrowings under the revolving credit facility at
September 30, 1996 were $16.1 million, after reductions for letter of credit
obligations. The revolving credit facility is secured by accounts receivable
and related assets. The terms of the credit facility contain covenants which
materially limit the Company's ability to incur debt, make capital expenditures
and pay dividends, among other matters. These covenants may have a materially
adverse effect on the Company to the extent it cannot comply with them or it
must limit its ordinary course activities.
OPERATING ACTIVITIES. In the six-month period ended September 30, 1996 the
Company generated $14.9 million in net cash from operating activities, primarily
as a result of $13.8 million in net income after depreciation of $1.2 million
and partially offset by an increase in inventory of $1.8 million. The $1.8
million increase was primarily due to new product inventory.
INVESTING ACTIVITIES. Capital expenditures were $4.7 million in the six-month
period ended September 30, 1996, compared to $1.4 million in the six-month
period ended September 30, 1995. The increase in capital expenditures was
primarily due to investment in a significant upgrade to the Company's business
information system in the first half of fiscal 1997. The Company expects to
invest an additional $2.0 to $3.0 million in the systems upgrade by the middle
of fiscal 1998.
FINANCING ACTIVITIES. In the six-month period ended September 30, 1996,
the Company repurchased 327,947 shares of its Common Stock for $12.0 million
and received $0.7 million in proceeds from the exercise of stock options. The
Company's financing activities during the six-month period ended September 30,
1995 were limited to the
Page 7 of 13
<PAGE> 8
receipt of $.2 million in stock option exercise proceeds. During the period
October 1, 1996 through November 7, 1996, 18,266 shares were repurchased for
$0.7 million.
The Company has Senior Notes in a principal amount of $65.1 million outstanding
that bear interest, payable semiannually, at a rate of 10% per annum and mature
on January 15, 2001. The Senior Notes are redeemable, at the Company's option,
in whole or in part, any time after January 15, 1999. The Senior Note Indenture
contains certain covenants that, among other things, limit the ability of the
Company and its subsidiaries to incur indebtedness, pay dividends, issue
preferred stock of subsidiaries, engage in transactions with affiliates, create
liens, engage in mergers and consolidations, make certain asset sales or make
certain investments. The Senior Note Indenture also provides that holders of the
Senior Notes have the right to require the Company to repurchase the Senior
Notes in the event of a "change in control" and certain various customary events
of default.
The Company believes that current balances and cash provided by operations,
together with available borrowing capacity under the revolving credit facility,
will be sufficient to make required interest payments under the Senior Notes and
to fund operations at least through fiscal 1997. Subject to the terms and
conditions of the 10% Senior Note Indenture and the Company's revolving credit
facility, the Company may use cash for such purposes as paying down the line of
credit, repurchasing Senior Notes or acquiring complementary businesses,
products or technologies.
FORWARD LOOKING STATEMENTS AND FACTORS AFFECTING FUTURE OPERATING RESULTS
The statement in the last sentence of the paragraph captioned "Investing
Activities" is a forward looking statement which involves risk and
uncertainties. In addition, the Company may from time to time make oral forward
looking statements. The Company's actual results could differ materially from
those anticipated in these forward looking statements as a result of the
following factors:
NEED TO SUCCESSFULLY DEVELOP NEW PRODUCTS AND MARKETS. The Company's net sales
to date have been derived principally from the sale of lightweight
communications headsets ("tops") and associated bases ("bottoms"). Historically,
a substantial amount of the Company's sales have been made through distributors
to call center users and its product development efforts have primarily been
directed toward incremental enhancements of existing products. In the future,
the Company intends to both enhance its existing products and to develop new
products that capitalize on its core technology and expand the Company's product
offerings to new user market segments. The success of new product introductions
is dependent on several factors, including proper new product selection, timely
completion and introduction of new product designs, quality of new products and
market acceptance. The Company has recently expanded its marketing efforts to
sell lightweight headsets to the business and home office user market. Although
the Company has attempted to determine the specific needs of these new market
segments, there can be no assurance that the market niches identified will in
fact materialize or that the Company's future products designed for these market
segments will gain substantial market acceptance.
COMPETITION. As the Company develops new generations of products and enters new
market segments, including the developing business and home office user segment
of the market, the Company anticipates that it may face additional competition
from companies which currently do not offer communication headsets. Such
companies may be larger, offer broader product lines and have substantially
greater financial and other resources than the Company. Such competition could
negatively affect pricing and gross margins. Although the Company has
historically competed very successfully in the call center segment of the
market, there can be no assurance that it will be able to continue its
leadership position in that segment of the market or that the Company will be
able to compete successfully in new market segments.
DEMAND OF CHANGING TECHNOLOGIES. The technology of telephone headsets, both
"tops" and "bottoms," has traditionally evolved slowly. Products have generally
exhibited life cycles of three to five years before introduction of the next
generation of products, which usually included stylistic changes and quality
improvements but were based on similar technology. The Company believes that
future changes in technology may come at a faster pace, particularly in the
telephone, cellular telephone and computer segments of the business and home
office user parts of
Page 8 of 13
<PAGE> 9
the market. The Company's future success will be dependent in part on its
ability to develop products that utilize new technologies and to introduce them
to the marketplace successfully. In addition, in order to avoid product
obsolescence, the Company will have to monitor technological changes in
telephony, as well as users' demands for new technologies. Failure by the
Company to keep pace with future technological changes could materially
adversely affect the Company's revenues and operating results.
UTILIZATION OF SINGLE SOURCE SUPPLIERS. The Company's manufacturing operations
primarily consist of assembly of components and subassemblies that Plantronics
manufactures or purchases from a variety of sources. Although most components
and subassemblies used in the Company's manufacturing operations are obtained,
or are reasonably available, from numerous sources, certain of its products and
components (including semicustom integrated circuits that are key components of
the Company's products) are currently obtained only from single suppliers. The
Company currently purchases such components on a purchase order basis and does
not intend to enter into master purchase agreements with any of its single
source suppliers. The Company has to date experienced only minor interruptions
in the supply of these components, none of which has adversely affected its
operations. However, an interruption in supply from any of the Company's single
source suppliers in the future could temporarily result in the Company's
inability to deliver products on a timely basis, which in turn could adversely
affect its operations.
IMPORTANCE OF PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. The Company's
success will depend in part on its ability to obtain patents and preserve other
intellectual property rights covering the design and operation of its products.
The Company currently holds certain patents and intends to continue to seek
patents on its inventions when appropriate. The process of seeking patent
protection can be lengthy and expensive, and there can be no assurance that
patents will issue from currently pending or future applications or that the
Company's existing patents or any new patents issued will be of sufficient scope
or strength or provide meaningful protection or any commercial advantage to the
Company. The Company may be subjected to, or may initiate, litigation or patent
office interference proceedings, which may require significant financial and
management resources. The failure to obtain necessary licenses or other rights
or the advent of litigation arising out of any such claims could have a material
adverse effect on the Company's operations.
RISK ASSOCIATED WITH FOREIGN OPERATIONS AND SALES. Approximately 26.8% of the
Company's net sales in fiscal 1996 were derived from sales to foreign customers.
In addition, the Company conducts approximately 94% of its headset assembly
operations and obtains components from various foreign suppliers. Manufacturing
and sales of the Company's products could be adversely affected by political or
economic conditions in the United States or abroad, particularly in Mexico.
Sales to foreign customers and purchases of materials and components from
foreign suppliers are also generally subject to such risks as increased tariffs
and the imposition of other trade barriers.
Although the Company generally transacts business internationally in United
States currency, declines in the values of local currencies relative to the
United States dollar in countries in which the Company does business could
adversely affect the Company by resulting in less competitive pricing for the
Company's products. The Company does not currently engage in any hedging
activities to mitigate exchange rate risks and to date has not been adversely
affected by fluctuating currencies. To the extent that the Company is successful
in increasing its sales to foreign customers, or to the extent that the Company
increases its transactions in foreign currencies, the Company's results of
operations could be adversely affected by exchange rate fluctuations.
DEPENDENCE UPON SENIOR MANAGEMENT. The Company believes that it has benefited
substantially from the leadership of Robert S. Cecil, the Chairman of the Board,
President and Chief Executive Officer of the Company, and the other current
members of senior management, and that the loss of their services could have a
material adverse effect on the Company's business and future operations.
Although the Company has an employment agreement with Mr. Cecil, such agreement
permits him to voluntarily terminate his employment at any time. In addition,
although Mr. Cecil's agreement contains a five-year non-compete covenant which
takes effect upon termination of his employment, such covenants are generally
not enforceable under California law.
Page 9 of 13
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
(a) The 1996 Annual Meeting of Stockholders of Plantronics, Inc.
(the "Company") was held at the offices of Plantronics,
Ltd., Interface Business Park, Bincknoll Lane, Wootton
Bassett, Wiltshire, SN4 8QQ, United Kingdom on August 6,
1996 at 2:00 p.m. (the "Annual Meeting").
(b) At the Annual Meeting, the following seven individuals were elected to
the Company's Board of Directors, constituting all members of the Board
of Directors:
<TABLE>
<CAPTION>
VOTES WITHHELD BROKER
NOMINEE CAST FOR OR AGAINST NON-VOTES
- ------- -------- ---------- ---------
<S> <C> <C> <C>
Richard D. Banziger 7,260,780 31,660 -0-
Robert S. Cecil 7,260,880 31,560 -0-
M. Saleem Muqaddam 7,260,380 32,060 -0-
John Mowbray O'Mara 7,260,880 31,560 -0-
Trude C. Taylor 7,260,880 31,560 -0-
J. Sidney Webb 7,260,880 31,560 -0-
David A. Wegmann 7,260,880 31,560 -0-
</TABLE>
(c) The following additional proposals were considered at the Annual
Meeting and were approved by the vote of the Stockholders, in
accordance with the tabulation shown below.
(1) Ratification and approval of the adoption of the 1996 Employee
Stock Purchase Plan.
<TABLE>
VOTES CAST FOR AGAINST ABSTENTIONS BROKER NON-VOTES
-------------- ------- ----------- ----------------
<S> <C> <C> <C>
6,441,009 8,966 2,500 839,965
</TABLE>
(2) Ratification and approval of a 490,000 share increase in the
Common Stock issuable under the 1993 Stock Option Plan.
<TABLE>
VOTES CAST FOR AGAINST ABSTENTIONS BROKER NON-VOTES
-------------- ------- ----------- ----------------
<S> <C> <C> <C>
5,260,642 1,168,501 5,100 858,197
</TABLE>
(3) Ratification and approval of a 10,000 share increase in the
Common Stock issuable under the 1993 Directors' Stock Option
Plan.
<TABLE>
<CAPTION>
VOTES CAST FOR AGAINST ABSTENTIONS BROKER NON-VOTES
-------------- ------- ----------- ----------------
<S> <C> <C> <C>
6,012,301 442,474 5,200 832,465
</TABLE>
(4) Ratification of the appointment of Price Waterhouse LLP as
independent public accountants of the Company for the fiscal
year ending March 29, 1997.
<TABLE>
<CAPTION>
VOTES CAST FOR AGAINST ABSTENTIONS
-------------- ------- -----------
<S> <C> <C>
7,289,571 2,300 569
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: The following exhibits are filed as part of this Quarterly
Report on Form 10-Q.
27 Financial Data Schedule
(b) Reports on Form 8-K. No reports on Form 8-K were filed by Registrant
during the fiscal quarter ended September 28, 1996.
Page 10 of 13
<PAGE> 11
SIGNATURES
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.
PLANTRONICS, INC.
----------------------------------------------
(Registrant)
November 12, 1996 /s/ DANIEL A. GAUDREAU
- ------------------------ ----------------------------------------------
(Date) (Signature)
Daniel A. Gaudreau
Vice President
November 12, 1996 /s/ DANIEL A. GAUDREAU
- ------------------------ ----------------------------------------------
(Date) (Signature)
Daniel A. Gaudreau
Vice President - Finance and Administration
and Chief Financial Officer
(Principal Financial Officer)
Page 11 of 13
<PAGE> 12
EXHIBIT INDEX
Page in
Sequential
Exhibit Numbering
Number System
27 Financial Data Schedule 13
Page 12 of 13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN THE FORM 10-Q FILED BY PLANTRONICS, INC. FOR
THE PERIOD ENDED SEPTEMBER 28, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-29-1997
<PERIOD-START> MAR-31-1996
<PERIOD-END> SEP-28-1996
<EXCHANGE-RATE> 1
<CASH> 25,670
<SECURITIES> 0
<RECEIVABLES> 38,002
<ALLOWANCES> 0
<INVENTORY> 19,847
<CURRENT-ASSETS> 89,428
<PP&E> 38,107
<DEPRECIATION> 20,896
<TOTAL-ASSETS> 111,653
<CURRENT-LIABILITIES> 41,532
<BONDS> 65,050
0
0
<COMMON> 86
<OTHER-SE> 3,904
<TOTAL-LIABILITY-AND-EQUITY> 111,653
<SALES> 92,704
<TOTAL-REVENUES> 92,704
<CGS> 42,871
<TOTAL-COSTS> 42,871
<OTHER-EXPENSES> 26,086
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,550
<INCOME-PRETAX> 20,871
<INCOME-TAX> 7,096
<INCOME-CONTINUING> 13,775
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,775
<EPS-PRIMARY> 1.54
<EPS-DILUTED> 1.54
</TABLE>
