OVERVIEW

We are a leading global designer, manufacturer, and marketer of integrated 
communications and collaboration solutions that span headsets, open SIP desktop 
phones, audio and video conferencing, cloud management and analytics software 
solutions, and services. Our major product categories are Enterprise Headsets, 
which includes corded and cordless communication headsets; Consumer Headsets, 
which includes Bluetooth and corded products for mobile device applications, 
personal computer and gaming; and Voice and Video solutions, which includes 
open SIP desktop phones, conference room phones, and video endpoints, including 
cameras, speakers and microphones. All of our solutions are designed to work in 
a wide range of Unified Communications & Collaboration ("UC&C"), Unified 
Communication as a Service ("UCaaS"), and Video as a Service ("VaaS") 
environments. Our RealPresence collaboration solutions range from 
infrastructure to endpoints and allow people to connect and collaborate 
globally, naturally, and seamlessly. In addition, we offer comprehensive 
support services including support for our solutions and hardware devices, as 
well as professional, hosted, and managed services. There are significant 
synergies across our communication categories, and we continue to operate under 
a single operating segment.

We sell our Enterprise products through a high-touch sales team and a 
well-developed global network of distributors and channel partners including 
value-added resellers, integrators, direct marketing resellers, service 
providers, and resellers. We sell our Consumer products through both 
traditional and online consumer electronics retailers, consumer product 
retailers, office supply distributors, wireless carriers, catalog and mail 
order companies, and mass merchants. We have well-established distribution 
channels in the Americas, Europe, Middle East, Africa, and Asia Pacific where 
use of our products is widespread.

Our consolidated financial results as of September 30, 2019, include the 
six-month financial results of Polycom whereas our consolidated financial 
results as of September 30, 2018, include the financial results of Polycom, 
Inc. from July 2, 2018, the date of we acquired Polycom (the "Acquisition").


Total Net Revenues (in millions) Operating Income (Loss) (in millions)

Compared to the second quarter of Fiscal Year 2019 total net revenues decreased 
(4.4)% to $461.7 million; the decrease in total net revenues was primarily 
driven by a decline in Voice product revenues as well as declines in our 
Enterprise and Consumer headset product revenues. We continued to see a decline 
in our net revenues primarily due the Microsoft Skype to Teams transition, 
macroeconomic conditions, such as China trade tensions, and a softening Gaming 
market.

As a result of purchase accounting, a total of $8.5 million of deferred revenue 
that otherwise would have been recognized in the second quarter of Fiscal Year 
2020 was excluded from second quarter revenue of $461.7 million; the amount of 
deferred revenue excluded from the second quarter of Fiscal Year 2019 was $36.6 
million.

We reported an operating loss of $5.6 million for the second quarter of Fiscal 
Year 2020 and an operating loss of $86.0 million for the second quarter of 
Fiscal Year 2019. The improvement in our results from operations is primarily 
due to a non-recurring purchase accounting adjustment for inventory in the 
second quarter of Fiscal Year 2019, decreased amount of deferred revenue 
excluded due to purchase accounting, reduced funding of our variable 
compensation plans, decreased integration related costs, and cost savings 
recognized from restructuring activities taken in prior periods.

Our strategic initiatives are primarily focused on driving long-term growth 
through our end-to-end portfolio of audio and video endpoints, including 
headsets, desktop phones, conference room phones, and video collaboration 
solutions. The acquisition of Polycom has positioned us as a global leader in 
communications and collaboration endpoints, allowed us to target the 
faster-growing market categories, such as the Huddle Room for video 
collaboration, is allowing us to capture additional opportunities through data 
analytics and insight services across a broad range of communications 
endpoints, and better positions us with our channel partners, customers and 
strategic alliance partners to pursue comprehensive solutions to communications 
challenges in the marketplace, each of which we believe will drive long-term 
revenue growth.

Within the Enterprise market, we anticipate the key driver of growth over the 
next few years will be the continued adoption of UC&C solutions. We believe 
enterprises are increasing their adoption of UC&C systems to reduce costs, 
improve collaboration, and migrate to more capable and flexible technology. We 
expect the growth of UC&C solutions will increase overall headset, video 
endpoint and voice product adoption in enterprise environments.

Revenues from our Consumer Headsets are seasonal and typically strongest in our 
third fiscal quarter, which includes the holiday shopping season. Other factors 
that directly impact performance in the product category include product life 
cycles (including the introduction and pace of adoption of new technology), 
market acceptance of new product introductions, consumer preferences and the 
competitive retail environment, changes in consumer confidence and other 
macroeconomic factors. In addition, the timing or non-recurrence of retailer 
product placements can cause volatility in quarter-to-quarter results.

The Acquisition is also allowing us to reevaluate our business to determine 
which aspects remain consistent with our enterprise-focused strategic 
initiatives and to realize manufacturing and supply chain efficiencies. This 
review led to our announcement in the first quarter of Fiscal Year 2020 that we 
had begun considering strategic alternatives for our Consumer Headset products. 
Those efforts are ongoing and the timing, structure, or financial impact of any 
potential transaction has not yet been determined.

Additionally, our consolidation efforts have led to material 
integration-related cost and expense savings. The majority of these savings are 
being realized in our operations group where efficiencies in our manufacturing 
operations and supply chain have helped to reduce our time to market. 
Simultaneously, we have begun to announce and release a number of new and 
refreshed product offerings in support of our end-to-end strategic initiatives. 
As a result of these dynamics combined with the net revenue declines discussed 
above, the inventory levels of our raw materials and finished products on hand 
has increased. In addition, our channel inventory has increased, and we would 
like to see those channel inventory levels come down going forward. 
Consequently, we intend to reduce channel inventory by approximately $65 
million to more closely align with our global manufacturing lead-time 
improvements, expectations for the macroeconomic environment, and product 
transitions. This action will be accomplished by reducing sales to our channel 
partners and will have a material impact on our third quarter and full year 
results.

We remain cautious about the macroeconomic environment, based on uncertainty 
around trade and fiscal policy in the U.S. and internationally and broader 
economic uncertainty in many parts of Europe and Asia Pacific, which makes it 
difficult for us to gauge the economic impacts on our future business. We 
furthermore intend to continue monitoring our expenditures, including 
opportunities to streamline our workforce, tools and processes, prioritize 
expenditures that further our strategic long-term growth opportunities, and go 
to market under a unified Poly brand.


RESULTS OF OPERATIONS

The following graphs display net revenues by product category for the three and 
six months ended September 30, 2019 and 2018:

Net Revenues (in millions) chart-3617b96f08de59c5838a01.jpg Revenue by Product 
Category (percent)

Net Revenues* (in millions)

Revenue by Product Category* (percent)

Total net revenues decreased in the three months ended September 30, 2019 
compared to the prior year period primarily due to declines in Voice product 
revenues as well as declines in our Enterprise and Consumer headset product 
revenues. These decreases were partially offset by an increase in Service 
revenue attributable to a decline in deferred revenue excluded due to purchase 
accounting. Video product revenues increased compared to the prior year period.

Total net revenues increased in the six months ended September 30, 2019 
compared to the prior year period primarily due to the Acquisition. This 
increase was partially offset by declines in our Consumer headset product 
revenues which largely were driven by our Gaming and Mono product lines.

Compared to the same prior year period, U.S. net revenues for the three months 
ended September 30, 2019 decreased primarily due to declines in non-UC&C 
Enterprise headset product revenues as well as a decline in Voice and Consumer 
product revenues. These decreases were partially offset by an increase in 
Service revenue attributable to a decline in the amount of deferred revenue 
excluded due to purchase accounting. Video product revenues increased compared 
to the prior year period.

Compared to the same prior year period, U.S. net revenues for the six months 
ended September 30, 2019 increased primarily due to Voice, Video, and Service 
product categories introduced as a result of the Acquisition. This increase was 
partially offset by declines in our Consumer headset product revenues which 
largely were driven by our Gaming and Mono product lines, as well as continued 
declines in our non-UC&C Enterprise headset product revenues. These declines 
were partially offset by growth in UC&C revenues.

International net revenues for the three months ended September 30, 2019 
decreased from the same prior year period primarily due to declines in Voice 
product revenues as well as declines in our Consumer headset product revenues. 
These declines were partially offset by an increase in Service revenue 
attributable to a decline in the amount of deferred revenue excluded due to 
purchase accounting.

International net revenues for the six months ended September 30, 2019 
increased from the same prior year period primarily due to the Acquisition as 
well as growth in our Enterprise Headsets category driven by UC&C product 
sales. These increases were partially offset by declines in our Consumer 
headset product revenues which largely were driven by our Mono and Gaming 
product lines.

During the three months ended September 30, 2019, changes in foreign exchange 
rates negatively impacted net revenues by $3.8 million, net of the effects of 
hedging, compared to an immaterial impact in the prior year period.

During the six months ended September 30, 2019, changes in foreign exchange 
rates negatively impacted net revenues by $7.7 million, net of the effects of 
hedging, compared to an immaterial impact in the prior year period.

COST OF REVENUES AND GROSS PROFIT

Cost of revenues consists primarily of direct and contract manufacturing costs, 
warranty, freight, depreciation, duties, charges for excess and obsolete 
inventory, royalties, and overhead expenses.

Compared to the same prior year period, gross profit as a percentage of net 
revenues increased in the three and six months ended September 30, 2019, 
primarily due to a non-recurring inventory fair value adjustment in the prior 
year and a decrease in deferred revenue fair value adjustment when compared to 
prior year, both of which resulted from the Acquisition. In addition, we had 
material cost reductions as a result of our in-sourcing of certain products.

There are significant variances in gross profit percentages between our higher 
and lower margin products, including Voice, Video, and Service products 
acquired through the Acquisition; therefore, small variations in product mix, 
which can be difficult to predict, can have a significant impact on gross 
profit as a percentage of net revenues. Gross profit percentages also may vary 
based on other factors, including distribution channels and return rates.

OPERATING EXPENSES

Operating expenses consists primarily of research, development and engineering; 
selling, general and administrative; gain, net of litigation settlements and 
restructuring and other related charges, all of which are summarized in the 
table below for the three and six months ended September 30, 2019 and 2018:

Our Research, development, and engineering expenses were flat in the three 
months ended September 30, 2019 when compared to the prior year period and 
increased in the six months ended September 30, 2019 primarily due to the 
inclusion of Polycom operating expenses after the Acquisition.

Our Selling, general and administrative expenses decreased during the three 
months ended September 30, 2019 when compared to the prior year period 
primarily due to lower compensation expense, driven by reduced funding of our 
variable compensation plans, cost reductions from our restructuring actions 
initiated in prior periods, and Acquisition related costs that did not recur in 
the current period. Selling, general and administrative expenses increased in 
the six months ended September 30, 2019 primarily due to the inclusion of 
Polycom operating expenses after the Acquisition.

Compared to the prior year period, Restructuring and other related charges 
increased in the six months ended September 30, 2019, primarily due to 
restructuring actions initiated during the period to streamline the global 
workforce and achieve planned synergies. For more information regarding 
restructuring activities, see Note 10, Restructuring and Other Related Charges, 
of the accompanying notes to condensed consolidated financial statements.

INTEREST EXPENSE

Interest expense was flat for the three months ended September 30, 2019 and 
increased for the six months ended September 30, 2019 primarily due to interest 
incurred on our Credit Facility Agreement entered into in connection with the 
Acquisition. See Note 9, Debt, of the accompanying notes to condensed 
consolidated financial statements.

OTHER NON-OPERATING INCOME, NET

Other non-operating income, net for the three months ended September 30, 2019 
decreased primarily due to immaterial net foreign currency losses compared to 
immaterial net foreign currency gains in the prior period.

Other non-operating income, net for the six months ended September 30, 2019 
decreased primarily due to lower interest income as our investment portfolios 
were liquidated during the First Quarter of Fiscal Year 2019 to facilitate the 
Acquisition and lower net foreign currency gains compared to the prior period.

The Company and its subsidiaries are subject to taxation in the U.S. and in 
various foreign and state jurisdictions. Our income tax expense or benefit is 
determined using an estimate of our annual effective tax rate and adjusted for 
discrete items that are taken into account in the relevant period. The 
effective tax rates for the three months ended September 30, 2019 and 2018 were 
(13.7)% and (19.9)%, respectively. The effective tax rates for the six months 
ended September 30, 2019 and 2018 were (14.2)% and (22.3)%, respectively.

The annual effective tax rates as of September 30, 2019 and 2018 varied from 
the statutory tax rate of 21%, primarily due to our jurisdictional mix of 
income, state taxes, U.S. taxation of foreign earnings, and R&D credits. The 
reduction in our annual effective tax rate for the three and six months ended 
September 30, 2019 relative to prior year is primarily due to an unfavorable 
shift in jurisdictional losses and higher state taxes as a proportion of losses 
partially offset by incremental benefit for R&D credits.

During the six months ended September 30, 2019, we recognized a discrete $11.6 
million tax benefit related to an intra-entity transfer of an intangible asset 
that will have a deferred future benefit, for which we established a deferred 
tax asset.

On June 7, 2019, a Ninth Circuit panel reversed the United States Tax Court’s 
holding in Altera Corp. v. Commissioner and upheld the portion of the Treasury 
regulations issued under IRC Section 482 requiring related-party participants 
in a cost sharing arrangement to share stock-based compensation costs. At this 
time, the taxpayer is protesting the decision in en banc rehearing in the US 
Court of Appeals Ninth Circuit. We have considered the issue and have recorded 
a $8.6 million discrete tax charge resulting from the cost sharing of prior 
stock-based compensation, partially offset by a reduction to the 2017 Tax Cuts 
and Jobs Act toll charge accrued in prior periods. We will continue to monitor 
developments related to the case and the potential impact on its consolidated 
financial statements.

FINANCIAL CONDITION

We use cash provided by operating activities as our primary source of 
liquidity. We expect that cash provided by operating activities will fluctuate 
in future periods as a result of a number of factors, including fluctuations in 
our revenues, the timing of compensation-related payments such as our annual 
bonus/variable compensation plan, integration costs related to the Acquisition, 
interest payments on our long-term debt, product shipments during the quarter, 
accounts receivable collections, inventory and supply chain management, and the 
timing and amount of tax and other payments.

Operating Activities

Compared to the same period last year, net cash provided by operating 
activities during the six months ended September 30, 2019 decreased primarily 
due to increased inventory resulting from new product introductions and 
in-sourcing of manufacturing, cash paid for interest payments on long-term 
debt, and cash paid for restructuring and integration activities. The decrease 
was partially offset by higher cash collections from customers as a result of 
increased revenue when compared to the six months ended September 30, 2018.

Investing Activities

Net cash used for investing activities during the six months ended September 
30, 2019 was primarily used for the purchase of personal property, plant and 
equipment and partially offset by proceeds from the sale of real property.

We estimate total capital expenditures for Fiscal Year 2020 will be 
approximately $30 million to $40 million. We expect capital expenditures for 
the remainder of Fiscal Year 2020 to consist primarily of new information 
technology investments, capital investment in our manufacturing capabilities, 
including tooling for new products, and facilities upgrades.

Financing Activities

Net cash used for financing activities during the six months ended September 
30, 2019, primarily was used for early repayment of long-term debt, dividend 
payments on our common stock, and taxes paid on behalf of employees related to 
net share settlements of vested employee equity awards. The uses of cash were 
partially offset by proceeds from issuance of common stock from our Employee 
Stock Purchase Plan ("ESPP").

Liquidity and Capital Resources

Our primary sources of liquidity as of September 30, 2019, consisted of cash, 
cash equivalents, and short-term investments, cash we expect to generate from 
operations, and a $100 million revolving credit facility. At September 30, 
2019, we had working capital of $224.1 million, including $200.8 million of 
cash, cash equivalents, and short-term investments, compared with working 
capital of $252.9 million, including $215.8 million of cash, cash equivalents, 
and short-term investments at March 31, 2019. The decrease in working capital 
at September 30, 2019 compared to March 31, 2019 resulted from the net decrease 
in cash and cash equivalents, which were reduced by integration-related 
payments and the early repayment of long-term debt in the second quarter of 
Fiscal Year 2020, and a net increase in accounts payable due to payment timing.

Our cash and cash equivalents as of September 30, 2019 consisted of bank 
deposits with third party financial institutions. We monitor bank balances in 
our operating accounts and adjust the balances as appropriate. Cash balances 
are held throughout the world, including substantial amounts held outside of 
the U.S. As of September 30, 2019, of our $200.8 million of cash, cash 
equivalents, and short-term investments, $71.8 million was held domestically 
while $129.0 million was held by foreign subsidiaries, and approximately 64% 
was based in USD-denominated instruments. Our remaining investments were 
composed of Mutual Funds.

During Fiscal Year 2019, in connection with the Acquisition, we entered into a 
Credit Agreement with Wells Fargo Bank, National Association, as administrative 
agent, and the lenders party thereto (the “Credit Agreement”). The Credit 
Agreement replaced our prior revolving credit facility in its entirety. The 
Credit Agreement provides for (i) a revolving credit facility with an initial 
maximum aggregate amount available of $100 million that matures in July 2023 
and (ii) a $1.275 billion term loan facility that matures in July 2025. On July 
2, 2018, the Company borrowed the full amount available under the term loan 
facility of $1.245 billion, net of approximately $30 million of discounts and 
issuance costs. Borrowings under the Credit Agreement bear interest due on a 
monthly basis at a variable rate equal to (i) LIBOR plus a specified margin, or 
(ii) the base rate (which is the highest of (a) the prime rate publicly 
announced from time to time by Wells Fargo Bank, National Association, (b) the 
federal funds rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR) plus a 
specified margin. In the second quarter of Fiscal Year 2020, we prepaid $25 
million of our outstanding principal on the term loan facility.

On July 30, 2018, we entered into a 4-year amortizing interest rate swap 
agreement with Bank of America, NA. The swap has an initial notional amount of 
$831 million and matures on July 31, 2022. The purpose of this swap is to hedge 
against changes in cash flows (interest payments) attributable to fluctuations 
in the contractually specified LIBOR interest rate associated with our credit 
facility agreement. The swap involves the receipt of floating-rate amounts for 
fixed interest rate payments over the life of the agreement. We have designated 
this interest rate swap as a cash flow hedge. The derivative is valued based on 
prevailing LIBOR rate curves on the date of measurement. We also evaluate 
counterparty credit risk when we calculate the fair value of the swap. For 
additional details, see Note 14, Derivatives, of the accompanying notes to 
condensed consolidated financial statements.

During Fiscal Year 2016, we obtained $488.4 million from debt financing, net of 
issuance costs. The debt matures on May 31, 2023 and bears interest at a rate 
of 5.50% per annum, payable semi-annually on May 15 and November 15 of each 
year. See Note 9, Debt, in the accompanying notes to the condensed consolidated 
financial statements.

From time to time, our Board of Directors ("Board") authorizes programs under 
which we may repurchase shares of our common stock in the open market or 
through privately negotiated transactions, including accelerated stock 
repurchase agreements. On November 28, 2018, the Board approved a 1 million 
share repurchase program expanding our capacity to repurchase shares to 
approximately 1.7 million shares. During the first half of Fiscal Year 2020, we 
did not repurchase any shares of our common stock. As of September 30, 2019, 
there remained 1,369,014 shares authorized for repurchase under the existing 
stock repurchase program.

Our liquidity, capital resources, and results of operations in any period could 
be affected by repurchases of our common stock, the payment of cash dividends, 
the exercise of outstanding stock options, restricted stock grants under stock 
plans, and the issuance of common stock under our ESPP. The debt we assumed for 
the Acquisition negatively affected our liquidity and leverage ratios. To 
reduce our debt leverage ratios, we expect to prioritize the repayment of the 
debt under the Credit Agreement.

Additionally, the Acquisition impacted our cash conversion cycle due to 
Polycom's use of third-party partner financing and early payment discounts to 
drive down cash collection cycles.

We also receive cash from the exercise of outstanding stock options under our 
stock plan and the issuance of shares under our ESPP. However, the resulting 
increase in the number of outstanding shares from these equity grants and 
issuances could affect our earnings per share. We cannot predict the timing or 
amount of proceeds from the sale or exercise of these securities or whether 
they will be exercised, forfeited, canceled, or expire.

On November 5, 2019, we announced that the Audit Committee of our Board 
declared a cash dividend of $0.15 per share, payable on December 10, 2019 to 
stockholders of record at the close of business on November 20, 2019.

We believe that our current cash and cash equivalents, cash provided by 
operations, and the availability of additional funds under the Credit Agreement 
will be sufficient to fund operations for at least the next 12 months; however, 
any projections of future financial needs and sources of working capital are 
subject to uncertainty. Readers are cautioned to review the risks, 
uncertainties, and assumptions set forth in this Quarterly Report on Form 10-Q, 
including the section entitled "Certain Forward-Looking Information" and the 
risk factors set forth in our Annual Report on Form 10-K for the fiscal year 
ended March 31, 2019, filed with the SEC on May 17, 2019, and other periodic 
filings with the SEC, any of which could affect our estimates for future 
financial needs and sources of working capital.

OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

We have not entered into any transactions with unconsolidated entities whereby 
we have financial guarantees, subordinated retained interests, derivative 
instruments, or other contingent arrangements that expose us to material 
continuing risks, contingent liabilities, or any other obligation under a 
variable interest in an unconsolidated entity that provides us with financing 
and liquidity support, market risk, or credit risk support.

A substantial portion of the raw materials, components, and subassemblies used 
in our products are provided by our suppliers on a consignment basis. These 
consigned inventories are not recorded on our consolidated balance sheet until 
we take title to the raw materials, components, and subassemblies, which occurs 
when they are consumed in the production process. Prior to consumption in the 
production process, our suppliers bear the risk of loss and retain title to the 
consigned inventory. The terms of the agreements allow us to return parts in 
excess of maximum order quantities to the suppliers at the supplier’s expense. 
Returns for other reasons are negotiated with the suppliers on a case-by-case 
basis and to date have been immaterial. If our suppliers were to discontinue 
financing consigned inventory, it would require us to make cash outlays and we 
could incur expenses which, if material, could negatively affect our business 
and financial results. As of September 30, 2019, and March 31, 2019, we had 
off-balance sheet consigned inventories of $52.3 million and $47.1 million, 
respectively.

Unconditional Purchase Obligations

We use several contract manufacturers to manufacture raw materials, components, 
and subassemblies for our products. We provide these contract manufacturers 
with demand information that typically covers periods up to 13 weeks, and they 
use this information to acquire components and build products. We also obtain 
individual components for our products from a wide variety of individual 
suppliers. Consistent with industry practice, we acquire components through a 
combination of purchase orders, supplier contracts, and open orders based on 
projected demand information. As of September 30, 2019, we had outstanding 
off-balance sheet third-party manufacturing, component purchase, and other 
general and administrative commitments of $341.5 million, including the 
off-balance sheet consigned inventories of $52.3 million discussed above, which 
we expect to consume in the normal course of business.

Except as described above, there have been no material changes in our 
contractual obligations as described in our Annual Report on Form 10-K for the 
fiscal year ended March 31, 2019.