5 unchanged sentences
Based on this evaluation, the CEO and CFO concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were effective at a reasonable assurance level.
−Removed: The Company acquired Mevo on February 17, 2021.
−Removed: Management excluded from its evaluation of the effectiveness of its internal control over financial reporting as of March 31, 2021 the acquired businesses’ internal controls over financial reporting associated with less than 1% of total assets and less than 1% of total sales included in the consolidated financial statements as of and for the year ended March 31, 2021.
Attached as exhibits to this Annual Report are certifications of the CEO and CFO, which are required in accordance with Rule 13a-14 of the Exchange Act.
6 unchanged sentences
(c) Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in the Company's internal control over financial reporting during the fourth quarter of fiscal year 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(d) Limitations on the Effectiveness of Controls
−Removed: The Company's management, including the CEO and CFO, does not expect that the Company's disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud.
+Added: The Company's management, including the CEO and the CFO, does not expect that the Company's disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud.
Internal control over financial reporting, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives will be met.
1 unchanged sentence
These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake.
−Removed: Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management
+Added: Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
+Added: The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
+Added: Over time, controls may become inadequate because of changes in conditions
Logitech International S.A.
| Fiscal 2022 Form 10-K | 56
−Removed: override of the controls.
−Removed: The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
−Removed: Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
+Added: or deterioration in the degree of compliance with policies or procedures.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Logitech International S.A.
42 unchanged sentences
2.1 *** Stock Purchase Agreement, dated as of July 30, 2018, by and among Blue Microphones Holding Corporation, Riverside Micro-Cap Fund II, L.P.
−Removed: the other stockholders and optionholders of Blue Microphones Holding Corporation, Logitech Europe S.A.
+Added: the other stockholders and option holders of Blue Microphones Holding Corporation, Logitech Europe S.A.
and Logitech Inc.
30 unchanged sentences
S-8 333-180726 4/13/2012 10.1
−Removed: 10.11 ** Representative form of stock option agreement under the 2012 Stock Inducement Equity Plan
−Removed: S-8 333-180726 4/13/2012 10.2
10.11 ** Representative form of performance stock option agreement (executives and other employees) under the Logitech International S.A.
4 unchanged sentences
10-Q 0-29174 1/22/2016 10.1
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 62
10.13 ** Representative form of restricted stock unit agreement (executives and other employees) under the Logitech International S.A.
1 unchanged sentence
10-K 0-29174 5/26/2017 10.33
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 60
10.14 ** Representative form of performance share unit agreement (executives and other employees) under the Logitech International S.A.
1 unchanged sentence
10-K 0-29174 5/26/2017 10.34
−Removed: 10.16 ** Letter Agreement, dated as of July 22, 2017, between Logitech Europe S.A.
−Removed: and Marcel Stolk
−Removed: 10-Q 0-29174 11/1/2017 10.10
10.15 ** Representative form of restricted stock unit agreement (non-executive board members) under the Logitech International S.A.
24 unchanged sentences
_______________________________________________________________________________
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 63
* This exhibit is furnished herewith, but not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section.
Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we explicitly incorporate it by reference.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 61
** Indicates management compensatory plan, contract or arrangement.
35 unchanged sentences
Director May 18, 2022
−Removed: /s/ DIDIER HIRSCH
−Removed: Didier Hirsch
−Removed: Director May 12, 2021
/s/ NEIL HUNT
13 unchanged sentences
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Statements of Operations—Years Ended March 31, 2022, 2021 and 2020
16 unchanged sentences
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2022 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: The Company acquired Mevo Inc.
−Removed: during fiscal year 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2021, Mevo Inc.’s internal control over financial reporting associated with less than 1% of total assets and less than 1% of total sales included in the consolidated financial statements of the Company as of and for the year ended March 31, 2021.
−Removed: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Mevo Inc..
−Removed: Change in Accounting Principle
−Removed: As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of April 1, 2019 due to the adoption of FASB’s Accounting Standards Codification (ASC) Topic 842, Leases.
Basis for Opinions
5 unchanged sentences
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 68
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
7 unchanged sentences
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 66
+Added: only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
5 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Assessment of the assumptions underlying the breakage rates for certain Customer Programs
−Removed: As discussed in Notes 2 and 8 to the consolidated financial statements, the Company recorded accounts receivable allowances totaling approximately $240.0 million as of March 31, 2021 for various cooperative marketing arrangements (marketing development funds and cooperative advertising arrangements) and customer incentive and pricing programs (collectively, Customer Programs).
+Added: Evaluation of the significant assumptions underlying the breakage rates for certain Customer Programs
+Added: As discussed in Notes 2 and 8 to the consolidated financial statements, the Company recorded accounts receivable allowances totaling $274.6 million as of March 31, 2022 for various cooperative marketing arrangements and customer incentive and pricing programs (collectively, Customer Programs).
The Company estimates the percentage of Customer Programs that will not be claimed or will not be earned by customers, which is commonly referred to as “breakage”.
5 unchanged sentences
A high degree of auditor judgment was required to evaluate the significant assumptions, due to the inherent uncertainties related to such assumptions as well as recent changes in certain customers’ claim processing behavior in the current economic environment.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 69
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the process to determine the breakage rates estimate.
−Removed: This included controls related to the Company’s evaluation of the significant assumptions in the breakage rates estimate.
+Added: We evaluated the design and tested the operating effectiveness of internal control related to the process to determine the breakage rates estimate.
+Added: This included a control related to the Company’s evaluation of the significant assumptions in the breakage rates estimate.
We evaluated the underlying information related to the expected period that a customer claim will be submitted and assessed the relevance of historical claim experience by analyzing the trend in the customers’ historical claims and accruals information for certain Customer Programs.
We assessed the relevance of the historical trend of claims submitted after the expected period by analyzing the trend of historical claims received after the expected period compared to the total earned amount of each respective period.
−Removed: In addition, we evaluated the Company’s ability to estimate the breakage rates by comparing the estimated breakage from fiscal 2020 to actual subsequent breakage in fiscal 2021.
−Removed: Assessment of the accruals for sales returns and certain Customer Programs
−Removed: As discussed in Notes 2 and 8 to the consolidated financial statements, the Company recorded accrued sales return liabilities of approximately $43.2 million and accrued Customer Program liabilities of approximately $185.4 million as of March 31, 2021.
+Added: In addition, we evaluated the Company’s ability to estimate the breakage rates by comparing the estimated breakage from fiscal year 2021 to actual subsequent breakage in fiscal year 2022.
+Added: Assessment of the accruals for certain Customer Programs
+Added: As discussed in Notes 2 and 8 to the consolidated financial statements, the Company recorded accrued Customer Program liabilities of $232.4 million as of March 31, 2022.
The Company records these accruals as a reduction of revenue at the time of sale.
The Company estimated these accruals based on historical data or future commitments that are planned and controlled by the Company.
−Removed: The Company uses judgment in analyzing historical trends, inventories owned by and located at the customers, products sold by the direct customers to end customers or resellers, known product quality issues, negotiated terms, and other relevant customer and product information, such as stage of product life-cycle, which are expected to experience unusually high discounting or returns.
−Removed: We identified the assessment of the accruals for sales returns and certain Customer Programs as a critical audit matter.
−Removed: Historical experience being predictive of future returns and Customer Programs’ earned amounts is the significant assumption used to estimate the accrual for sales returns and Customer Programs.
+Added: The Company uses judgment in analyzing historical trends, inventories owned by and located at the customers, products sold by the direct customers to end customers or resellers, known product quality issues, negotiated terms, and other relevant customer and product information, such as stage of product life-cycle, which are expected to experience unusually high discounting.
+Added: We identified the assessment of the accruals for certain Customer Programs as a critical audit matter.
+Added: Historical experience being predictive of Customer Programs’ earned amounts is the significant assumption used to estimate
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 67
+Added: the accruals for Customer Programs.
Due to the inherent uncertainties related to the relevance of the predictive historical experience to the determination of the estimate, the testing required a high degree of auditor judgment.
1 unchanged sentence
We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter.
−Removed: This included controls related to the Company’s assessment of whether historical experience is predictive of future returns and Customer Programs’ earned amounts.
−Removed: We assessed the historical experience used in estimating the accrual for sales returns and certain Customer Programs using a combination of Company internal historical information of sales, returns and Customer Programs’ earned amounts, third-party contracts, and relevant and reliable third-party channel inventory and sell-through data.
−Removed: We inspected selected customer contracts to assess the terms and conditions related to sales returns and certain Customer Programs.
−Removed: We analyzed channel data trends by product and by region comparing fiscal 2021 quarterly channel inventory weeks on-hand and return ratios to prior fiscal years.
−Removed: In addition, we evaluated the Company’s ability to estimate the accruals for sales returns and certain Customer Programs by comparing recorded accruals from fiscal 2020 to actual subsequent returns and Customer Programs’ earned amounts in fiscal 2021.
+Added: This included controls related to the Company’s assessment of whether historical experience is predictive of Customer Programs’ earned amounts and the Company’s validation of the underlying channel inventory data used to estimate the accruals for Customer Programs.
+Added: We assessed the historical experience used in estimating the accruals for certain Customer Programs using a combination of the Company’s internal historical information of sales, Customer Programs’ earned amounts, third-party contracts, and relevant and reliable third-party channel inventory and sell-through data.
+Added: We inspected selected customer contracts to assess the terms and conditions related to certain Customer Programs.
+Added: We analyzed channel inventory data trends by product and by region comparing fiscal year 2022 quarterly channel inventory weeks on-hand ratios to prior fiscal years.
+Added: In addition, we evaluated the Company’s ability to estimate the accruals for certain Customer Programs by comparing recorded accruals from fiscal year 2021 to actual subsequent Customer Programs’ earned amounts in fiscal year 2022.
We have served as the Company’s auditor since 2014.
9 unchanged sentences
Cost of goods sold 3,204,072 2,903,215 1,838,685
−Removed: Amortization of intangible assets and purchase accounting effect on inventory 13,329 14,785 13,342
+Added: Amortization of intangible assets 14,023 13,329 14,785
Gross profit 2,263,006 2,335,735 1,122,381
4 unchanged sentences
Amortization of intangible assets and acquisition-related costs 16,947 19,064 17,563
+Added: Impairment of intangible assets 7,000 — —
Change in fair value of contingent consideration for business acquisition ( 3,509 ) 5,716 23,247
25 unchanged sentences
Currency translation gain (loss), net of taxes ( 14,051 ) 12,695 ( 8,270 )
−Removed: Reclassification of currency translation loss included in other income (expense), net ( 1,738 ) — ( 510 )
+Added: Reclassification of cumulative translation adjustments included in other income (expense), net 1,051 ( 1,738 ) —
Defined benefit plans:
−Removed: Net loss and prior service costs, net of taxes ( 4,701 ) ( 6,846 ) ( 7,353 )
+Added: Net gain (loss) and prior service costs, net of taxes 22,328 ( 4,701 ) ( 6,846 )
Reclassification of amortization included in other income (expense), net ( 2,623 ) 1,517 762
36 unchanged sentences
Issued shares — 173,106 at March 31, 2022 and 2021
−Removed: Additional shares that may be issued out of conditional capitals — 50,000 at March 31, 2021 and March 31, 2020
−Removed: Additional shares that may be issued out of authorized capital — 17,311 at March 31, 2021 and 34,621 at March 31, 2020
+Added: Additional shares that may be issued out of conditional capitals — 50,000 at March 31, 2022 and 2021
+Added: Additional shares that may be issued out of authorized capital — 17,311 at March 31, 2022 and 2021
Additional paid-in capital 129,925 129,519
18 unchanged sentences
Amortization of intangible assets 30,179 31,818 30,858
+Added: Impairment of intangible assets 7,000 — —
Investment impairment — 2,011 —
+Added: Loss on investments 1,683 3,899 756
Share-based compensation expense 93,479 86,019 54,870
−Removed: Loss (gain) on investments 3,899 756 ( 816 )
Deferred income taxes 27,334 34,484 ( 159,853 )
15 unchanged sentences
Purchases of short-term investments ( 10,000 ) — —
+Added: Proceeds from the sale of short-term investments 8,260 — —
Proceeds from sale of property, plant and equipment — — 1,037
−Removed: Purchases of trading investments ( 12,336 ) ( 11,964 ) ( 5,203 )
−Removed: Proceeds from sales of trading investments 13,247 12,091 5,700
+Added: Purchases of deferred compensation investments ( 5,058 ) ( 12,336 ) ( 11,964 )
+Added: Proceeds from sales of deferred compensation investments 5,786 13,247 12,091
Net cash used in investing activities ( 107,863 ) ( 119,982 ) ( 130,234 )
1 unchanged sentence
Payment of cash dividends ( 159,410 ) ( 146,705 ) ( 124,180 )
+Added: Payment of contingent consideration for business acquisition ( 880 ) — —
Purchases of registered shares ( 412,022 ) ( 164,952 ) ( 50,437 )
2 unchanged sentences
Net cash used in financing activities ( 606,819 ) ( 299,929 ) ( 176,656 )
−Removed: Effect of exchange rate changes on cash, cash equivalents ( 3,966 ) ( 7,060 ) ( 10,134 )
−Removed: Net increase (decrease) in cash, cash equivalents 1,034,761 111,050 ( 37,431 )
−Removed: Cash, cash equivalents at beginning of the period 715,566 604,516 641,947
−Removed: Cash, cash equivalents at end of the period $ 1,750,327 $ 715,566 $ 604,516
+Added: Effect of exchange rate changes on cash and cash equivalents ( 5,247 ) ( 3,966 ) ( 7,060 )
+Added: Net increase (decrease) in cash and cash equivalents ( 421,611 ) 1,034,761 111,050
+Added: Cash and cash equivalents at beginning of the period 1,750,327 715,566 604,516
+Added: Cash and cash equivalents at end of the period $ 1,328,716 $ 1,750,327 $ 715,566
Supplementary Cash Flow Disclosures:
3 unchanged sentences
Equity and debt investment in a privately held company $ — $ — $ 42,350
+Added: Fair value of contingent consideration in accrued and other liabilities $ 9,013 $ — $ —
Supplemental cash flow information:
12 unchanged sentences
March 31, 2019 173,106 $ 30,148 $ 56,655 7,244 $ ( 169,802 ) $ 1,365,036 $ ( 105,698 ) $ 1,176,339
−Removed: Cumulative effect of adoption of new accounting standard (Note 2) — — — — — ( 10,882 ) — ( 10,882 )
Total comprehensive income — — — — — 449,723 ( 14,962 ) 434,761
6 unchanged sentences
March 31, 2020 173,106 $ 30,148 $ 75,097 6,210 $ ( 185,896 ) $ 1,690,579 $ ( 120,660 ) $ 1,489,268
+Added: Cumulative effect of adoption of new accounting standard — — — — — ( 553 ) — ( 553 )
Total comprehensive income — — — — — 947,257 11,745 959,002
2 unchanged sentences
Issuance of shares upon vesting of restricted stock units — — ( 53,093 ) ( 1,080 ) 21,011 — — ( 32,082 )
+Added: Issuance of shares from contingent consideration — — 18,847 ( 390 ) 9,616 — — 28,463
Share-based compensation — — 85,538 — — — — 85,538
2 unchanged sentences
March 31, 2021 173,106 $ 30,148 $ 129,519 4,799 $ ( 279,541 ) $ 2,490,578 $ ( 108,915 ) $ 2,261,789
−Removed: Cumulative effect of adoption of new accounting standard (Note 2) — — — — — ( 553 ) — ( 553 )
Total comprehensive income — — — — — 644,513 4,792 649,305
13 unchanged sentences
Note 1— The Company
−Removed: Logitech International S.A, together with its consolidated subsidiaries ("Logitech" or the "Company"), designs, manufactures and markets products that have an everyday place in people's lives, connecting them to the digital experiences they care about.
−Removed: Almost 40 years ago, Logitech created products to improve experiences around the personal PC platform, and today it is a multi-brand, multi-category company designing products that enable better experiences consuming, sharing and creating any digital content such as music, gaming, video and computing, whether it is on a computer, mobile device or in the cloud.
−Removed: The Company sells its products to a broad network of domestic and international customers, including direct sales to retailers and e-tailers, and indirect sales through distributors.
+Added: Logitech International S.A, together with its consolidated subsidiaries ("Logitech" or the "Company"), designs, manufactures and markets products that help connect people to digital and cloud experiences.
+Added: Forty years ago, Logitech created products to improve experiences around the personal computer ("PC") platform, and today it is a multi-brand, multi-category company designing products that enable better experiences consuming, sharing and creating any digital content such as computing, gaming, video, and music, whether it is on a computer, mobile device or in the cloud.
+Added: The Company sells its products to a broad network of domestic and international customers, including direct sales to retailers, e-tailers and enterprise customers, and indirect sales through distributors.
Logitech was founded in Switzerland in 1981 and Logitech International S.A.
1 unchanged sentence
Logitech International S.A.
−Removed: is a Swiss holding company with its registered office in Apples, Switzerland and headquarters in Lausanne, Switzerland, which conducts its business through subsidiaries in the Americas, Europe, Middle East and Africa ("EMEA") and Asia Pacific.
+Added: is a Swiss holding company with its registered office in Hautemorges, Switzerland and headquarters in Lausanne, Switzerland, which conducts its business through subsidiaries in the Americas, Europe, Middle East and Africa ("EMEA") and Asia Pacific.
Shares of Logitech International S.A.
are listed on both the SIX Swiss Exchange, under the trading symbol LOGN, and the Nasdaq Global Select Market, under the trading symbol LOGI.
−Removed: Business Acquisitions
−Removed: In February 2021, the Company acquired Mevo Inc.
−Removed: During fiscal year 2020, the Company acquired General Workings, Inc.
−Removed: ("Streamlabs").
−Removed: See "Note 3—Business Acquisitions" for more information.
−Removed: Reference to Sales
−Removed: References to "sales" in the Notes to the consolidated financial statements means net sales, except as otherwise specified.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 76
Note 2— Summary of Significant Accounting Policies
6 unchanged sentences
For purposes of presentation, the Company has indicated its quarterly periods end on the last day of the calendar quarter.
+Added: Reference to Sales
+Added: References to "sales" in the Notes to the consolidated financial statements means net sales, except as otherwise specified.
Use of Estimates
The preparation of financial statements in conformity with U.S.
−Removed: GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements.
+Added: GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
Management bases its estimates on historical experience and various other assumptions believed to be reasonable.
1 unchanged sentence
Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results could differ materially from those estimates.
−Removed: Risks and Uncertainties
−Removed: We are subject to risks and uncertainties as a result of the novel coronavirus ("COVID-19").
+Added: Risks and Uncert ainties
+Added: The Company is subject to risks and uncertainties as a result of the coronavirus ("COVID-19").
Capital markets and economies worldwide have been negatively impacted by COVID-19 and it is still unclear how lasting and deep the economic impacts will be.
During fiscal year 2022, the COVID-19 pandemic had mixed effects on the Company’s results of operations.
−Removed: While there was high demand for and consumption of certain of our products that led to increased sales and operating income during fiscal year 2021, at the same time the Company experienced disruptions to our supply chain and logistics services, inventory constraints, and increased logistics costs, as it attempted to address the effects of COVID-19.
−Removed: The ongoing and full extent of the impact of the COVID-19 pandemic on the Company's business and operational and financial performance and condition, including the sustainability of its effect on trends positive to the Company, is uncertain and will depend on many factors outside the Company's control, including but not limited to the timing, extent, duration and effects of the virus and any of its mutations, the availability of vaccines and their global deployment, the development of effective treatments, the imposition of effective public safety and other protective measures and the public's response to such measures, the impact of COVID-19 on the global economy and demand for the Company's products and services.
+Added: While the Company continued to experience increased sales during fiscal year 2022, compared to fiscal year 2021, the Company also experienced supply and demand volatility, as the COVID-19 pandemic and related safety measures and restrictions have evolved differently across the world.
+Added: In addition, the
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 74
+Added: Company has experienced industry-wide supply chain challenges, including manufacturing, transportation and logistics.
+Added: The ongoing and full extent of the impact of the COVID-19 pandemic on the Company's business and operational and financial performance and condition, including the sustainability of its effect on trends positive to the Company, remains uncertain and will depend on many factors outside the Company's control, including but not limited to the timing, extent, duration and effects of the virus and any of its mutations and variants, the availability and effectiveness of treatments and vaccines, the vaccination progress, the imposition of effective public safety and other protective measures and the public's response to such measures, the impact of COVID-19 on the global economy and demand for the Company's products and services.
Should the COVID-19 pandemic or global economic slowdown not improve or worsen, or if the Company's attempt to mitigate its impact on its operations and costs is not successful, the Company's business, results of operations, financial condition and prospects may be adversely affected.
+Added: Reclassifications
+Added: The Company has reclassified certain prior-year amounts to conform to the current-year presentation.
The functional currency of the Company's operations is primarily the U.S.
3 unchanged sentences
Dollars using period-end rates of exchange for assets and liabilities and monthly average rates for sales, income and expenses.
−Removed: Cumulative translation gains and losses are included as a component of shareholders' equity in accumulated other comprehensive loss.
+Added: Cumulative translation gains and losses are included as a component of shareholders' equity in accumulated other comprehensive income (loss).
Gains and losses arising from transactions denominated in currencies other than a subsidiary's functional currency are reported in other income (expense), net in the consolidated statements of operations.
Revenue Recognition
−Removed: Revenue is recognized when a customer obtains control of promised goods or service in an amount that reflects the transaction price the Company expects to receive in exchange for those goods or services.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 77
+Added: Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the transaction price the Company expects to receive in exchange for those goods or services.
Substantially all revenue recognized by the Company relates to the contracts with customers to sell products that allow people to connect through gaming, video, computing, music and other digital platforms.
16 unchanged sentences
The Company's contracts with customers do not include significant financing components as the period between the satisfaction of performance obligations and timing of payment are generally within one year.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 75
The transaction price received by the Company from sales to its distributors, retail companies ("retailers"), and authorized resellers is calculated as selling price net of variable consideration which may include product returns and the Company’s payments for Customer Programs related to current period product revenue.
11 unchanged sentences
Cooperative marketing arrangements and customer incentive programs are considered variable consideration, which the Company estimates and records as a reduction to revenue at the time of sale based on negotiated terms, historical experiences, forecasted incentives, anticipated volume of future purchases, and inventory levels in the channel.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 78
The Company has agreements with certain customers that contain terms allowing price protection credits to be issued in the event of a subsequent price reduction.
Management's decision to make price reductions is influenced by product life cycle stage, market acceptance of products, the competitive environment, new product introductions and other factors.
−Removed: Accruals for estimated expected future pricing actions are recognized at the time of sale based on analyses of historical pricing actions by customer and by product, inventories owned by and located at customers, current customer demand, current operating conditions, and other relevant customer and product information, such as stage of product life-cycle.
+Added: Accruals for estimated expected future pricing actions and Customer Programs are recognized at the time of sale based on analyses of historical pricing actions by customer and by product, inventories owned by and located at customers, current customer demand, current operating conditions, and other relevant customer and product information, such as stage of product life-cycle.
Product return rights vary by customer.
5 unchanged sentences
However, the Company continues to assess variable consideration estimates such that it is probable that a significant reversal of revenue will not occur.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 76
The Company regularly evaluates the adequacy of its estimates for Customer Programs and product returns.
3 unchanged sentences
Sales taxes and value-added taxes (“VAT”) collected from customers, if applicable, which are remitted to governmental authorities are not included in revenue, and are reflected as a liability on the consolidated balance sheets.
−Removed: In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" (ASU 2014-09).
−Removed: The Company adopted this standard effective April 1, 2018 using the modified retrospective method applied to those contracts that were not completed as of April 1, 2018.
−Removed: The Company recorded a net decrease to retained earnings of $ 10.8 million as of April 1, 2018 due to the cumulative impact of adopting ASU 2014-09.
Shipping and Handling Costs
1 unchanged sentence
Contract Balances
−Removed: The Company records accounts receivable from contracts with customers when it has an unconditional right to consideration, as accounts receivable, net on the consolidated balance sheet.
+Added: The Company records accounts receivable from contracts with customers when it has an unconditional right to consideration, as accounts receivable, net on the consolidated balance sheets.
The Company records contract liabilities when cash payments are received or due in advance of performance, primarily for implied support and subscriptions.
3 unchanged sentences
The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less.
−Removed: These costs are
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 79
−Removed: included in marketing and selling expenses in the consolidated statements of operations.
−Removed: As of March 31,2021 and March 31, 2020, the Company did not have any material deferred contract costs.
+Added: These costs are included in marketing and selling expenses in the consolidated statements of operations.
+Added: As of March 31, 2022 and 2021, the Company did not have any material deferred contract costs.
Research and Development Costs
10 unchanged sentences
All of the Company's bank time deposits have an original maturity of three months or less and are classified as cash equivalents and are recorded at cost, which approximates their fair value.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 77
Concentration of Credit Risk
1 unchanged sentence
The Company maintains cash and cash equivalents with various financial institutions to limit exposure with any one financial institution, but is exposed to credit risk in the event of default by financial institutions to the extent that cash balances with individual financial institutions are in excess of amounts that are insured.
−Removed: The Company sells to large distributors and retailers and, as a result, maintains individually significant receivable balances with such customers.
+Added: The Company sells to large distributors, retailers, and e-tailers and, as a result, maintains individually significant receivable balances with such customers.
The Company had the following customers that individually comprised 10% or more of its gross sales:
3 unchanged sentences
Customer B 17 % 13 % 14 %
−Removed: The Company had the following customers that individually comprised 10% or more of accounts receivable:
+Added: Customer C (1)
+Added: (1) The Company's two customers merged during fiscal year 2022 and the percentage for fiscal year 2022 reflects the gross sales to the combined company.
+Added: Percentages for fiscal year 2021 and 2020 are not disclosed as gross sales to each customer accounted for less than 10% of the Company's gross sales.
+Added: The Company had the following customers that individually comprised 10% or more of its accounts receivable:
Customer A 15 % 12 %
1 unchanged sentence
Customer C (1)
+Added: (1) The Company's two customers merged during fiscal year 2022.
+Added: The percentage as of March 31, 2022 reflects accounts receivable from the combined company.
+Added: The percentage as of March 31, 2021 reflects accounts receivable from one of them only as the other customer accounted for less than 10% of the Company's accounts receivable.
The Company manages its accounts receivable credit risk through ongoing credit evaluation of its customers' financial conditions.
The Company generally does not require collateral from its customers.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 80
Allowances for Doubtful Accounts
Allowances for doubtful accounts are maintained for expected credit losses resulting from the Company's customers' inability to make required payments.
−Removed: The allowances are based on the Company's regular assessment of various factors, including the credit-worthiness and financial condition of specific customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers.
+Added: The allowances are based on the Company's regular assessment of various factors, including the credit-worthiness and financial condition of specific customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company's ability to collect from customers.
Inventories are stated at the lower of cost and net realizable value.
4 unchanged sentences
Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.
−Removed: At the time of loss recognition, new cost basis per unit and lower-cost basis for that inventory are established and subsequent changes in facts and circumstances would not result in an increase in the cost basis.
+Added: At the time of loss
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 78
+Added: recognition, new cost basis per unit and lower-cost basis for that inventory are established and subsequent changes in facts and circumstances would not result in an increase in the cost basis.
As of March 31, 2022 and 2021, the Company also recorded a liability of $ 46.4 million and $ 11.8 million, respectively, arising from firm, non-cancelable, and unhedged inventory purchase commitments in excess of anticipated demand or net realizable value consistent with its valuation of excess and obsolete inventory.
4 unchanged sentences
The Company capitalizes the cost of software developed for internal use in connection with major projects.
−Removed: Costs incurred during the feasibility stage are expensed, whereas direct costs incurred during the application development stage are capitalized.
+Added: Costs incurred during the preliminary and post implementation stage are expensed, whereas direct costs incurred during the application development stage are capitalized.
Depreciation expense is recognized using the straight-line method.
1 unchanged sentence
When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are relieved from the accounts and the net gain or loss is included in cost of goods sold or operating expenses, depending on the nature of the property and equipment.
−Removed: In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" (ASU 2016-02 or Topic 842).
−Removed: which requires a lessee to recognize right-of-use ("ROU") assets and lease liabilities arising from operating and financing leases with terms longer than 12 months on the consolidated balance sheets and to disclose key information about leasing arrangements.
−Removed: The Company adopted the new standard effective April 1, 2019 and recorded a ROU asset and lease liability related to its operating leases.
−Removed: The Company used the modified retrospective approach with the effective date as the date of initial application.
−Removed: Accordingly, the Company applied the new lease standard prospectively to leases existing or commencing on or after April 1, 2019.
−Removed: Prior period balances and disclosures have not been restated.
The Company determines if an arrangement is a lease or contains a lease at contract inception.
−Removed: Operating lease ROU assets are included in other assets , short-term lease liabilities are included in accrued and other current liabilities , and long-term lease liabilities are included in other non-current liabilities on the Company's consolidated balance sheet.
+Added: The Company determines if a lease is an operating or finance lease and recognizes right-of-use ("ROU") assets and lease liabilities upon lease commencement.
+Added: Operating lease ROU assets are included in other assets , short-term lease liabilities are included in accrued and other current liabilities , and long-term lease liabilities are included in other non-current liabilities on the Company's consolidated balance sheets.
Leases with an initial term of 12 months or less are not recorded on the balance sheet.
1 unchanged sentence
Lease expense is recognized on a straight-line basis over the lease term.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 81
−Removed: For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at lease commencement date.
+Added: For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at lease commencement date.
As most of the leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate as the discount rate for the lease.
1 unchanged sentence
Because the Company does not generally borrow in a collateralized basis, it uses its understanding of what its collateralized credit rating would be as an input to deriving an appropriate incremental borrowing rate.
−Removed: The operating lease right-of-use asset includes any lease payments made and excludes lease incentives.
+Added: The operating lease right-of-use asset includes prepaid lease payments and excludes lease incentives.
Intangible Assets
−Removed: The Company's intangible assets principally include goodwill, acquired technology, trademarks, and customer relationships and contracts.
−Removed: Intangible assets with finite lives, which include acquired technology, trademarks, customer relationships and contracts, and others are carried at cost and amortized using the straight-line method over their useful lives ranging from one to ten years .
+Added: The Company's intangible assets principally include goodwill, acquired technology, trademarks, and customer contracts and related relationships.
+Added: Intangible assets with finite lives, which include acquired technology, trademarks, customer contracts and related relationships, and others are carried at cost and amortized using the straight-line method over their useful lives ranging from one to ten years .
Intangible assets with indefinite lives, which include only goodwill and i n-process research and development ("IPR&D") , are recorded at cost and evaluated at least annually for impairment.
4 unchanged sentences
For purposes of recognition of impairment for assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 79
Impairment of Goodwill
13 unchanged sentences
The Company's assessment of uncertain tax positions requires that management makes estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters.
−Removed: In the event that uncertain tax positions are resolved for amounts different than the Company's estimates, or the
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 82
−Removed: related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of the related assets and liabilities in the period in which such events occur.
+Added: In the event that uncertain tax positions are resolved for amounts different than the Company's estimates, or the related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of the related assets and liabilities in the period in which such events occur.
Such adjustments may have a material impact on the Company's income tax provision and its results of operations.
2 unchanged sentences
The Company's investment securities portfolio consists of bank time deposits with an original maturity of three months or less and marketable securities (money market and mutual funds) related to a deferred compensation plan.
−Removed: The Company's trading investments related to the deferred compensation plan are reported at fair value based on quoted market prices.
−Removed: The marketable securities related to the deferred compensation plan are classified as non-current trading investments, as they are intended to fund the deferred compensation plan's long-term liability.
−Removed: Since participants in the deferred compensation plan may select the mutual funds in which their compensation deferrals are invested within the confines of the Rabbi Trust which holds the marketable securities, the Company has designated these marketable securities as trading investments, although there is no intent to actively buy and sell securities with the objective of generating profits on short-term differences in market prices.
+Added: The Company's investments related to the deferred compensation plan are reported at fair value based on quoted market prices.
+Added: The marketable securities related to the deferred compensation plan are classified as non-current investments, as they are intended to fund the deferred compensation plan's long-term liability.
+Added: Participants in the deferred compensation plan may select the mutual funds in which their compensation deferrals are invested within the confines of the Rabbi Trust which holds the marketable securities.
These securities are recorded at fair value based on quoted market prices.
−Removed: Earnings, gains and losses on trading investments are included in other income (expense), net in the consolidated statements of operations.
+Added: Earnings, gains and losses on deferred compensation investments are included in other income (expense), net in the consolidated statements of operations.
The Company also holds non-marketable investments in equity and other securities that are accounted for under the equity method, which are classified as other assets.
1 unchanged sentence
The Company elected the measurement alternative to record these investments at cost and to adjust for impairments and observable price changes resulting from transactions with the same issuer within the statement of operations.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 80
Net Income per Share
8 unchanged sentences
The grant date fair value of time-based and performance-based RSUs is calculated based on the market price on the date of grant, reduced by estimated dividend yield prior to vesting.
−Removed: With respect to awards with service conditions only, compensation expense is recognized ratably over the vesting period of the awards.
+Added: With respect to awards with service conditions only, compensation expense is recognized ratably over the respective requisite service periods of the awards.
For performance-based RSUs, the Company recognizes the estimated expense using a graded-vesting method over requisite service periods of three years when the performance condition is determined to be probable.
The performance period and the service period of the market-based grants of the Company are both approximately three years and the estimated expense is recognized ratably over the service period.
+Added: Forfeitures are accounted for when they occur.
Product Warranty Accrual
4 unchanged sentences
The Company estimates cost of product warranties at the time the related revenue is recognized based on historical warranty claim rates, historical costs, and knowledge of specific product failures that are outside of the Company's typical experience.
−Removed: The Company accrues a warranty liability for
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 83
−Removed: estimated costs to provide products, parts or services to repair or replace products in satisfaction of the warranty obligation.
+Added: The Company accrues a warranty liability for estimated costs to provide products, parts or services to repair or replace products in satisfaction of the warranty obligation.
Each quarter, the Company reevaluates estimates to assess the adequacy of recorded warranty liabilities.
13 unchanged sentences
The Company enters into foreign exchange forward contracts to reduce the short-term effects of currency fluctuations on certain foreign currency receivables or payables and to hedge against exposure to changes in currency exchange rates related to its subsidiaries' forecasted inventory purchases.
−Removed: Gains and losses for changes in the fair value of the effective portion of the Company's forward contracts related to forecasted inventory purchases are deferred as a component of accumulated other comprehensive income (loss) until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold.
+Added: Gains and losses for changes in the fair value of the effective portion of the Company's forward contracts related to forecasted inventory purchases are deferred as a component of accumulated other comprehensive
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 81
+Added: income (loss) until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold.
The Company presents the earnings impact from forward points in the same line item that is used to present the earnings impact of the hedged item, i.e.
cost of goods sold, for hedging forecasted inventory purchases.
−Removed: Gains or losses from changes in the fair value of forward contracts that offset translation losses or gains on foreign currency receivables or payables are recognized immediately and included in other income (expense), net in the consolidated statements of operations.
+Added: Gains or losses from changes in the fair value of forward contracts that offset transaction losses or gains on foreign currency receivables or payables are recognized immediately and included in other income (expense), net in the consolidated statements of operations.
Restructuring Charges
6 unchanged sentences
Recent Accounting Pronouncements Adopted
−Removed: In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments" (ASU 2016-13), which was further updated and clarified by the FASB through issuance of additional related ASUs, replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for most financial assets, including trade receivables.
−Removed: The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.
−Removed: The Company adopted this standard effective April 1, 2020, using a modified retrospective approach.
−Removed: Upon adoption, the Company updated its credit loss models to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost, including accounts receivable.
−Removed: The cumulative effect adjustment from adoption was $ 0.6 million to the Company's consolidated financial statements.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 84
−Removed: In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820):
−Removed: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements" (ASU 2018-13), which eliminates, adds and modifies certain disclosure requirements for fair value measurements, including eliminating the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and requiring the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.
−Removed: Some of these disclosure changes must be applied prospectively while others retrospectively depending on requirement.
+Added: In December 2019, the Financial Accounting Standard Board ("FASB") issued ASU 2019-12, "Income Taxes (Topic 740):
+Added: Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods.
+Added: This ASU also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.
The Company adopted this standard effective April 1, 2021.
The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU 2018-14, "Compensation - Retirement Benefits - Defined Benefits Plans - General (Subtopic 715-20):
−Removed: Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans" (ASU 2018-14), which requires that the Company remove various disclosures that no longer are considered cost-beneficial, namely amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year.
−Removed: Further, ASU 2018-14 requires disclosure or clarification of the reasons for significant gains or losses related to changes in the benefit obligation for the period.
−Removed: The Company adopted this standard effective April 1, 2020, using a retrospective approach.
−Removed: The adoption of this guidance modified the disclosures included in "Note 5—Employee Benefit Plans" but did not have a material impact on the Company's consolidated financial statements.
Recent Accounting Pronouncements To Be Adopted
−Removed: In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740):
−Removed: Simplifying the Accounting for Income Taxes" (ASU 2019-12), which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods.
−Removed: This ASU also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.
−Removed: ASU 2019-12 is effective for annual and interim periods in fiscal years beginning after December 15, 2020.
−Removed: Early adoption is permitted.
−Removed: The Company does not expect the adoption of ASU 2019-12 will have a material impact on its consolidated financial statements and plans to adopt the standard effective April 1, 2021.
+Added: In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805):
+Added: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ("ASU 2021-08").
+Added: The update requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, as if it had originated the contracts.
+Added: The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.
+Added: The Company early adopted the standard effective April 1, 2022 and will apply the standard prospectively to business combinations that occur on or after April 1, 2022.
Note 3— Business Acquisitions
+Added: Fiscal Year 2022 Acquisition
+Added: On May 19, 2021, the Company made a technology acquisition for a total cash consideration of $ 25.6 million, including $ 10.0 million earn-out payable in cash upon the achievement of three technical development milestones required to be completed as of December 31, 2021, June 30, 2022 and June 30, 2023.
+Added: The acquisition was accounted for using the acquisition method.
+Added: The Company retained 6 % of the total consideration for the purpose of ensuring seller's representations and warranties.
+Added: See Note 9 for more information on the contingent consideration liabilities related to this acquisition.
Fiscal Year 2021 Acquisitions
−Removed: Mevo Acquisition
−Removed: On February 17, 2021 (the "Mevo Acquisition Date"), the Company acquired all equity interests of Mevo for a total upfront cash consideration of $ 33.2 million (as described in the table below), which included a working capital adjustment, plus additional contingent consideration of up to $ 17.0 million payable in cash only upon the achievement of certain net revenues for the period beginning on December 26, 2020 and ending on December 31, 2021 (the "Mevo Acquisition").
−Removed: The Mevo Acquisition is complementary to the Company’s PC Webcams portfolio and will better enable us to offer end-to-end solutions for streaming and content creation.
−Removed: Mevo met the definition of a business, and therefore the acquisition is accounted for using the acquisition method.
−Removed: The fair value of consideration transferred for the Mevo Acquisition consists of the following (in thousands):
−Removed: Consideration
−Removed: Purchase price (cash)
−Removed: Fair value of contingent consideration (earn-out)
−Removed: Fair value of total consideration transferred
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 85
−Removed: The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Mevo Acquisition Date (in thousands):
−Removed: Estimated Fair Value
−Removed: Cash and cash equivalents
−Removed: Accounts receivable
−Removed: Inventories, net
−Removed: Other current assets
−Removed: Fixed assets, net
−Removed: Other long-term assets
−Removed: Intangible assets
−Removed: Other identifiable liabilities assumed, net ( 3,390 )
−Removed: Net identifiable assets acquired
−Removed: Net assets acquired
−Removed: Goodwill related to the acquisition is primarily attributable to opportunities and economies of scale from combining the operations and technologies of Logitech and Mevo, and is not deductible for tax purposes.
−Removed: The following table summarizes the estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the Mevo Acquisition Date (Dollars in thousands):
−Removed: Estimated Useful Life (years)
−Removed: Developed technology
−Removed: Customer relationships
−Removed: Total identifiable intangible assets acquired
−Removed: Intangible assets acquired as a result of the Mevo Acquisition are being amortized over their estimated useful lives using the straight-line method of amortization, which materially approximates the distribution of the economic value of the identified intangible assets.
−Removed: Amortization of acquired developed technology of $ 0.2 million during the year ended March 31, 2021 is included in "amortization of intangible assets and purchase accounting effect of inventory" in the consolidated statements of operations.
−Removed: Amortization of the acquired customer relationships and trade name of $ 0.05 million during the year ended March 31, 2021 is included in "Amortization of intangible assets and acquisition-related costs" in the consolidated statements of operations.
−Removed: Developed technology relates to Mevo’s existing camera hardware with in-app software for live streaming and video conferencing software platform.
−Removed: The economic useful life was determined based on the technology cycle related to developed technology of the hardware and software components, as well as the cash flows anticipated over the forecasted periods and industry benchmarks.
−Removed: Customer relationships represent the fair value of the underlying relationships with Mevo customers.
−Removed: The economic useful life was determined based on the estimated costs to recreate the customer relationships and industry benchmarks.
−Removed: Trade name relates to the “Mevo” trade name.
−Removed: The economic useful life was determined based on the expected life of the trade name and the cash flows anticipated over the forecasted periods.
+Added: On February 17, 2021, the Company acquired all equity interests of Mevo Inc.
+Added: ("Mevo") for a total upfront cash consideration of $ 33.2 million, which included a working capital adjustment, plus additional contingent consideration of up to $ 17.0 million payable in cash only upon the achievement of certain net revenues for the period beginning on December 26, 2020 and ending on December 31, 2021 (the "Mevo Acquisition").
+Added: See Note 9 for more information on the contingent consideration liabilities related to this acquisition.
Logitech International S.A.
| Fiscal 2022 Form 10-K | 82
−Removed: The fair value of developed technology was estimated using the relief-from-royalty method, an income approach (Level 3) which estimates the cost savings that accrue to the owner of the intangible assets that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset.
−Removed: A royalty rate is applied to the projected revenues associated with the intangible assets to determine the amount of savings, which is then discounted to determine the fair value.
−Removed: Developed technology was valued using the royalty rate of 10 % and was discounted at a rate of 13 %.
−Removed: The Company believes the fair values of acquired intangible assets recorded above represents their fair values and approximates the amounts a market participant would pay for these intangible assets as of the Mevo Acquisition Date.
−Removed: The Company included Mevo's estimated fair value of assets acquired and liabilities assumed in its consolidated financial statements beginning on the Mevo Acquisition Date.
−Removed: The results of operations for Mevo subsequent to the Mevo Acquisition Date have been included in, but are not material to, the Company's consolidated statements of operations for the year ended March 31, 2021.
−Removed: Mevo contributed less than 1 % of the Company's net sales for the year.
−Removed: On January 4, 2021, the Company made an immaterial technology acquisition for a total cash consideration of $ 11.0 million, including $ 3.0 million earn-out payable in cash upon the achievement of two technical development milestones required to be completed for periods ending December 31, 2021 and March 31, 2022, which was accounted for using the acquisition method.
−Removed: The Company retained 9 % of the total consideration for the purpose of ensuring seller's representations and warranties.
−Removed: On February 11, 2021, the Company made an immaterial technology acquisition for a total cash consideration of $ 3.5 million, which was accounted for as an asset acquisition.
−Removed: The Company retained 10 % of the total consideration for the purpose of ensuring seller's representations and warranties.
+Added: The Mevo Acquisition is complementary to the Company’s PC Webcams portfolio and will better enable the Company to offer end-to-end solutions for streaming and content creation.
+Added: The acquisition is accounted for using the acquisition method.
+Added: On January 4, 2021, the Company made a technology acquisition for a total cash consideration of $ 11.0 million, including $ 3.0 million earn-out payable in cash upon the achievement of two technical development milestones required to be completed for periods ending December 31, 2021 and March 31, 2022.
+Added: The acquisition was accounted for using the acquisition method.
+Added: On February 11, 2021, the Company made a technology acquisition for a total cash consideration of $ 3.5 million, which was accounted for as an asset acquisition.
Fiscal Year 2020 Acquisitions
9 unchanged sentences
Fair value of total consideration transferred $ 105,682
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 87
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Streamlabs Acquisition Date, and the value of goodwill resulting from the measurement period adjustments in the three months ending March 31, 2020 (in thousands):
7 unchanged sentences
Net assets acquired $ 105,682
−Removed: Goodwill related to the acquisition is primarily attributable to opportunities and economies of scale from combining the operations and technologies of Logitech and Streamlabs, and is not deductible for tax purposes.
+Added: Goodwill related to the acquisition was primarily attributable to opportunities and economies of scale from combining the operations and technologies of Logitech and Streamlabs, and is not deductible for tax purposes.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 83
The following table summarizes the estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the Streamlabs Acquisition Date (Dollars in thousands):
5 unchanged sentences
Intangible assets acquired as a result of the Streamlabs Acquisition are being amortized over their estimated useful lives using the straight-line method of amortization, which materially approximates the distribution of the economic value of the identified intangible assets.
−Removed: Amortization of acquired developed technology of $ 3.6 million, and $ 1.5 million during the years ended March 31, 2021 and 2020, respectively, is included in "amortization of intangible assets and purchase accounting effect of inventory" in the consolidated statements of operations.
−Removed: Amortization of the acquired customer relationships and trade name of $ 4.1 million and $ 1.7 million during the years ended March 31, 2021 and 2020 is included in "Amortization of intangible assets and acquisition-related costs" in the consolidated statements of operations.
Developed technology relates to the software platform which existing Streamlabs services are provided on.
7 unchanged sentences
The fair value of trade name was estimated using the relief-from-royalty method, an income approach (Level 3), which estimates the cost savings that accrue to the owner of the intangible assets that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset.
−Removed: A royalty rate is applied to the
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 88
−Removed: projected revenues associated with the intangible assets to determine the amount of savings, which is then discounted to determine the fair value.
+Added: A royalty rate is applied to the projected revenues associated with the intangible assets to determine the amount of savings, which is then discounted to determine the fair value.
Trade name was valued using royalty rate of 5 % and was discounted at a rate of 25 %.
5 unchanged sentences
The results of operations for Streamlabs subsequent to the Streamlabs Acquisition Date have been included in, but are not material to, the Company's consolidated statements of operations in fiscal year 2020.
−Removed: On October 31, 2019, the Company also made an immaterial technology acquisition for a total cash consideration of $ 3.6 million, which was accounted for using the acquisition method.
−Removed: The Company retained 10 % of the total consideration for the purpose of ensuring seller's representations and warranties.
+Added: On October 31, 2019, the Company also made a technology acquisition for a total cash consideration of $ 3.6 million, which was accounted for using the acquisition method.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 84
Acquisition-related costs and pro forma results of operations
1 unchanged sentence
The acquisition-related costs are included in amortization of intangible assets and acquisition-related costs in the consolidated statements of operations.
−Removed: Pro forma results of operations for acquisitions completed in fiscal year 2021 and 2020 have not been presented because the effects of these acquisitions are not material to the consolidated statements of operations individually or in aggregate for each year.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 89
+Added: Pro forma results of operations for acquisitions completed in fiscal year 2022, 2021 and 2020 have not been presented because the effects of these acquisitions, individually or in aggregate, are not material to the consolidated statements of operations for each year.
Note 4— Net Income Per Share
−Removed: The computations of basic and diluted net income per share for the Company were as follows (in thousands except per share amounts):
+Added: The following table summarizes the computations of basic and diluted net income per share for fiscal years 2022, 2021 and 2020 (in thousands except per share amounts):
Years Ended March 31,
8 unchanged sentences
Diluted $ 3.78 $ 5.51 $ 2.66
−Removed: Share equivalents attributable to outstanding stock options, RSUs and employee share purchase plan ("ESPP") totaling 0.1 million, 1.7 million, and 1.8 million shares, respectively, during fiscal years 2021, 2020 and 2019 were excluded from the calculation of diluted net income per share because the combined exercise price and average unamortized grant date fair value of these options and ESPP or vesting of RSUs were greater than the average market price of the Company's shares during the periods presented herein, and therefore their inclusion would have been anti-dilutive.
−Removed: Except for fiscal year 2021, performance-based awards in the periods presented were excluded because all necessary conditions have not been satisfied by the end of the respective period, and those shares were not issuable if the end of the reporting period were the end of the contingency period .
+Added: Share equivalents attributable to outstanding stock options, RSUs and employee share purchase plans ("ESPP") totaling 2.0 million, 0.1 million, and 1.7 million shares during fiscal years 2022, 2021 and 2020, respectively, were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive.
+Added: Except for fiscal year 2021, certain performance-based awards in the periods presented were excluded because all necessary conditions had not been satisfied by the end of the respective period, and those shares were not issuable if the end of the reporting period were the end of the performance contingency period .
Note 5— Employee Benefit Plans
Employee Share Purchase Plans and Stock Incentive Plans
−Removed: As of March 31, 2021, the Company offers the 2006 Employee Share Purchase Plan, as amended and restated (Non-U.S.) ("2006 ESPP)", the 1996 Employee Share Purchase Plan (U.S.), as amended and restated ("1996 ESPP"), the 2006 Stock Incentive Plan ("2006 Plan") as amended and restated and the 2012 Stock Inducement Equity Plan ("2012 Plan").
+Added: As of March 31, 2022, the Company offers the 2006 Employee Share Purchase Plan, as amended and restated (Non-U.S.) ("2006 ESPP)", the 1996 Employee Share Purchase Plan (U.S.), as amended and restated ("1996 ESPP"), and the 2006 Stock Incentive Plan ("2006 Plan") as amended and restated.
+Added: The 2012 Stock Inducement Equity Plan ("2012 Plan") expired on March 28, 2022.
Shares issued to employees as a result of purchases or exercises under these plans are generally issued from shares held in treasury stock.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 85
The following table summarizes share-based compensation expense and total income tax benefit recognized for fiscal years 2022, 2021 and 2020 (in thousands):
10 unchanged sentences
The following table summarizes total unamortized share-based compensation expense and the remaining period over which such expense is expected to be recognized, on a weighted-average basis by type of grant (in thousands, except number of months):
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 90
March 31, 2022
15 unchanged sentences
As of March 31, 2022, a total of 6.4 million shares were available for new awards under this plan.
−Removed: Time-based RSUs granted to employees under the 2006 Plan generally vest in four equal annual installments on the grant date anniversary.
+Added: Time-based RSUs granted to employees under the 2006 Plan generally vest in three to four equal annual installments on the grant date anniversary.
Time-based RSUs granted to non-executive board members under the 2006 Plan vest on the grant date anniversary, or if earlier and only if the non-executive board member is not re-elected as a director at such annual general meeting, the date of the next annual general meeting following the grant date.
−Removed: In fiscal years 2021, 2020 and 2019, the Company granted RSUs with both performance and market conditions, which vest at the end of the three-year performance period upon meeting predetermined financial metrics over three years , with the number of shares to be received upon vesting determined based on weighted average constant currency revenue growth rate and the Company's Total Shareholder Return ("TSR") relative to the performance of companies in the Russell 3000 Index for fiscal year 2021 and NASDAQ-100 Index for fiscal years 2020 and 2019 over the same three years period.
+Added: In fiscal years 2022, 2021 and 2020, the Company granted RSUs with both performance and market conditions, which vest at the end of the three-year performance period upon meeting predetermined financial metrics over three years , with the number of shares to be received upon vesting determined based on weighted average constant currency revenue growth rate and the Company's Total Shareholder Return ("TSR") relative to the performance of companies in the Russell 3000 Index for fiscal years 2022 and 2021 and NASDAQ-100 Index for fiscal year 2020 over the same three years period.
The Company presents shares granted and vested at 100 percent of the target of the number of stock units that may potentially vest.
−Removed: The aggregate fair value of shares that actually vested during the year is based on the actual number of stock units vested during the year based on the achievement of the financial metrics over the performance period.
+Added: The aggregate fair value of shares that
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 86
+Added: actually vested during the year is based on the actual number of stock units vested during the year based on the achievement of the financial metrics over the performance period.
Under the 2012 Plan, stock options and RSUs may be granted to eligible employees to serve as an inducement to enter into employment with the Company.
Awards under the 2012 Plan may be conditioned on continued employment, the passage of time or the satisfaction of market stock performance criteria, based on individually written employment offer letter.
−Removed: The 2012 Plan has an expiration date of March 28, 2022.
−Removed: An aggregate of 1.8 million shares were reserved for issuance under the 2012 Plan.
−Removed: As of March 31, 2021, no shares were available for new awards under this plan.
+Added: An aggregate of 1.8 million shares were reserved for issuance under the 2012 Plan, and all of the reserved shares had been issued before the 2012 Plan expired on March 28, 2022.
The estimates of share-based compensation expense require a number of complex and subjective assumptions including stock price volatility, employee exercise patterns, probability of achievement of the set performance condition, dividend yield, related tax effects and the selection of an appropriate fair value model.
The grant date fair value of the awards using the Black-Scholes-Merton option-pricing valuation model and Monte-Carlo simulation method is determined with the following assumptions and values:
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 91
Stock Options Employee Stock Purchase Plans
6 unchanged sentences
Weighted average grant date fair value per share $ 25.88 * * $ 23.55 $ 24.67 $ 9.35
−Removed: * Not applicable as no stock options were granted in the period.
+Added: * Not applicable as no stock options were granted for fiscal year 2021 and 2020.
RSUs with Market Conditions Years Ended March 31,
7 unchanged sentences
The expected life is based on the purchase offerings periods expected to remain outstanding for employee stock purchase plan, or the performance period for RSUs with market conditions.
−Removed: The expected life for stock options is based on historical settlement rates, which the Company believes are most representative of future exercise and post-vesting termination behaviors.
+Added: The expected life for stock options represents the estimated period of time until option exercise.
+Added: Since the Company has limited historical stock option exercise experience, the Company used the simplified method in estimating the expected life, which is calculated as the average of the sum of the vesting term and the original contractual term of the stock options.
Expected volatility is based on historical volatility using the Company's daily closing prices, or including the volatility of components of the NASDAQ 100 index or the Russell 3000 Index for market-based RSUs, over the expected life.
14 unchanged sentences
Exercised ( 1,347 ) $ 68,596
−Removed: Canceled or expired ( 65 )
Outstanding, March 31, 2021 622 $ 34 7.1 $ 43,625
+Added: Granted 842 $ 80
Exercised ( 71 ) $ 39 $ 5,573
−Removed: Canceled or expired — $ —
Outstanding, March 31, 2022 1,393 $ 62 8.3 $ 21,830
Vested and exercisable, March 31, 2022 551 $ 34 6.0 $ 22,006
−Removed: As of March 31, 2021, the exercise price of outstanding options ranged fro m $ 8 to $ 41 p er share option.
+Added: As of March 31, 2022, the exercise price of outstanding options ranged from $ 8 to $ 80 per share option.
The tax benefit realized for the tax deduction from options exercised during fiscal years 2022, 2021 and 2020 was $ 1.2 million, $ 0.6 million and $ 0.1 million, respectively.
19 unchanged sentences
The RSUs outstanding as of March 31, 2022 above include 0.8 million shares with both market-based and performance-based vesting conditions.
+Added: The tax benefit realized for the tax deduction from RSUs that vested during fiscal years 2022, 2021 and 2020 was $ 25.2 million, $ 16.3 million and $ 12.1 million, respectively.
Logitech International S.A.
| Fiscal 2022 Form 10-K | 88
−Removed: The tax benefit realized for the tax deduction from RSUs that vested during fiscal years 2021, 2020 and 2019 was $ 16.3 million , $ 12.1 million and $ 16.2 million, respectively.
Defined Contribution Plans
16 unchanged sentences
Net prior service credit recognized ( 465 ) ( 467 ) ( 435 )
−Removed: Net actuarial loss recognized 2,144 1,386 450
+Added: Net actuarial loss (gain) recognized ( 2,158 ) 2,144 1,386
Settlement — — ( 97 )
Total net periodic benefit cost $ 10,060 $ 12,310 $ 10,301
−Removed: The components of net periodic benefit cost other than the service costs component are included in the line “other income (expense), net” in the consolidated statements of operations.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 94
+Added: The components of net periodic benefit cost other than the service costs component are included in other income (expense), net in the consolidated statements of operations.
The changes in projected benefit obligations for fiscal years 2022 and 2021 were as follows (in thousands):
4 unchanged sentences
Plan participant contributions 6,092 4,733
−Removed: Actuarial gains 15,762 2,246
+Added: Actuarial (gains) losses ( 31,198 ) 15,762
Benefits paid ( 3,904 ) ( 3,947 )
Transfer of prior vested benefits 14,963 7,556
−Removed: Plan amendment related to statutory change — —
−Removed: Settlement — ( 941 )
Administrative expense paid ( 130 ) ( 130 )
2 unchanged sentences
The accumulated benefit obligation for all defined benefit pension plans as of March 31, 2022 and 2021 was $ 178.5 million and $ 171.2 million, respectively.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 89
+Added: Actuarial gains related to the change in the benefit obligation for the Company's pension plans for fiscal year 2022 was primarily due to an increase in discount rate.
+Added: Actuarial losses related to the change in benefit obligation for fiscal year 2021 was primarily due to the decrease in the discount rate.
The following table presents the changes in the fair value of defined benefit pension plan assets for fiscal years 2022 and 2021 (in thousands):
7 unchanged sentences
Transfer of prior vested benefits 14,963 7,556
−Removed: Settlement — ( 941 )
Administrative expenses paid ( 130 ) ( 130 )
6 unchanged sentences
33 % in equities, 28 % in bonds, 28 % in real estate, 4 % in cash and cash equivalents and the remaining in other investments.
−Removed: The Company also can invest in real estate funds, commodity funds, and hedge funds depending upon economic conditions.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 95
+Added: The Company can invest in real estate funds, commodity funds, and hedge funds depending upon economic conditions.
The following tables present the fair value of the defined benefit pension plan assets by major categories and by levels within the fair value hierarchy as of March 31, 2022 and 2021 (in thousands):
3 unchanged sentences
Debt securities 38,513 — 38,513 31,034 — 31,034
−Removed: Swiss real estate funds 20,802 8,341 29,143 16,476 8,168 24,644
+Added: Real estate funds 25,146 13,077 38,223 20,802 8,341 29,143
Hedge funds — 8,076 8,076 — 2,730 2,730
6 unchanged sentences
Underfunded status $ ( 51,433 ) $ ( 74,287 )
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 90
Amounts recognized on the balance sheet for the plans were as follows (in thousands):
9 unchanged sentences
Accumulated other comprehensive loss, net of tax $ ( 3,495 ) $ ( 23,200 ) $ ( 20,016 )
−Removed: The following table presents the amounts included in accumulated other comprehensive loss as of March 31, 2021, which are expected to be recognized as a component of net periodic benefit cost in fiscal year 2022 (in thousands):
−Removed: March 31, 2021
−Removed: Amortization of net prior service credits $ ( 453 )
−Removed: Amortization of net actuarial loss 1,277
−Removed: The actuarial assumptions for the defined benefit plans for fiscal years 2021 and 2020 were as follows:
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 96
+Added: The actuarial assumptions for the defined benefit plans were as follows:
Years Ended March 31,
6 unchanged sentences
0.00 % - 1.75 %
+Added: Years Ended March 31,
+Added: 2022 2021 2020
Periodic Costs:
1 unchanged sentence
0.50 % - 6.75 %
+Added: 0.55 % - 7.25 %
Estimated rate of compensation increase 2.00 % - 10.00 %
2.25 % - 10.00 %
+Added: 2.50 % - 10.00 %
Expected average rate of return on plan assets 1.00 % - 2.25 %
1.00 % - 2.50 %
+Added: 0.89 % - 3.00 %
Cash balance interest credit rate 0.00 % - 1.75 %
0.00 % - 1.75 %
+Added: 1.75 % - 2.00 %
The discount rate is estimated based on corporate bond yields or securities of similar quality in the respective country, with a duration approximating the period over which the benefit obligations are expected to be paid.
1 unchanged sentence
The expected average rate of return for the Company's defined benefit pension plans represents the average rate of return expected to be earned on plan assets over the period that the benefit obligations are expected to be paid, based on government bond notes in the respective country, adjusted for corporate risk premiums as appropriate.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 91
The following table reflects the benefit payments that the Company expects the plans to pay in the periods noted (in thousands):
1 unchanged sentence
2023 $ 12,387
−Removed: 2027-2031 54,209
+Added: Thereafter 67,605
Total expected benefit payments by the plan $ 133,200
4 unchanged sentences
The deferred compensation plan's assets consist of marketable securities and are included in other assets on the consolidated balance sheets.
−Removed: The marketable securities are classified as trading investments and were recorded at a fair value of $ 24.8 million and $ 20.1 million as of March 31, 2021 and 2020, respectively, based on quoted market prices.
+Added: The marketable securities were recorded at a fair value of $ 28.4 million and $ 24.8 million as of March 31, 2022 and 2021, respectively, based on quoted market prices.
The Company also had $ 28.4 million and $ 24.8 million in deferred compensation liability as of March 31, 2022 and 2021, respectively.
−Removed: Earnings, gains and losses on trading investments are included in other income (expense), net and corresponding changes in deferred compensation liability are included in operating expenses and cost of goods sold.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 97
+Added: Earnings, gains and losses on deferred compensation investments are included in other income (expense), net and corresponding changes in deferred compensation liability are included in operating expenses and cost of goods sold.
Note 6— Other Income (Expense), net
2 unchanged sentences
2022 2021 2020
−Removed: Investment income (loss) related to the deferred compensation plan $ 5,916 $ ( 831 ) $ 664
+Added: Investment gain (loss) related to the deferred compensation plan $ 1,231 $ 5,916 $ ( 831 )
Currency exchange loss, net ( 4,604 ) ( 2,688 ) ( 909 )
Gain (loss) on investments, net (1)
−Removed: Other 893 941 1,692
+Added: ( 1,683 ) ( 5,910 ) 39,011
+Added: 5,616 893 941
Other income (expense), net $ 560 $ ( 1,789 ) $ 38,212
−Removed: Gain (Loss) on investments, net, represents realized gain (loss) on sales of investments, unrealized gain (loss) from the change in fair value of available-for-sale securities and gain (loss) on equity-method investments during the periods presented.
−Removed: In fiscal year 2021, the loss on investments is mostly related to losses recognized from the Company's equity method investments.
−Removed: On March 2, 2020, the Company sold its $ 5.5 million investment, in a privately held com pany, f or proceeds with a total fair value of $ 45.3 million consisting of cash, a subordinated note and an equity interest in another privately held company.
+Added: (1) Includes realized gain (loss) on sales of investments, unrealized gain (loss) from the change in fair value of investments and gain (loss) on equity-method investments, as applicable.
+Added: On March 2, 2020, the Company sold its $ 5.5 million investment, in a privately held company, for proceeds with a total fair value of $ 45.3 million consisting of cash, a subordinated note and an equity interest in another privately held company.
As a result, the Company recognized a gain of $ 39.8 million related to the sale of this investment in fiscal year 2020.
−Removed: The components of net periodic benefit cost other than the service cost component, which is included in "operating expenses" in the consolidated statements of operations, for the years ended March 31, 2021, 2020 and 2019 are included in the line “Other” above as a result of adopting ASU 2017-07, "Compensation - Retirement Benefits (Topic 715):
−Removed: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07), effective April 1, 2018.
+Added: (2) Includes the components of net periodic benefit cost of defined pension plans other than the service cost component (see Note 5).
Logitech International S.A.
2 unchanged sentences
The Company is incorporated in Switzerland but operates in various countries with differing tax laws and rates.
−Removed: Further, a portion of the Company's income (loss) before taxes and the provision for (benefit from) income taxes is generated outside of Switzerland.
+Added: Further, a portion of the Company's income before taxes and the provision for (benefit from) income taxes is generated outside of Switzerland.
Income from continuing operations before income taxes for fiscal years 2022, 2021 and 2020 is summarized as follows (in thousands):
24 unchanged sentences
Unrecognized tax benefits 16,577 15,978 64,683
+Added: Audit settlement ( 3,655 ) — —
Other, net 670 ( 973 ) 1,107
17 unchanged sentences
Included in tax attributes carryforward above are net operating loss and tax credit carryforwards.
−Removed: The canton of Vaud enacted TRAF, a major reform to better align the Swiss tax system with international tax standards, on March 10, 2020 that took effect as of January 1, 2020.
−Removed: The longstanding tax ruling from the canton of Vaud was applicable through December 31, 2019.
Management regularly assesses the ability to realize deferred tax assets recorded in the Company's entities based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income.
1 unchanged sentence
The Company had a valuation allowance against deferred tax assets of $ 29.9 million at March 31, 2022, compared to $ 28.9 million at March 31, 2021.
−Removed: The federal valuation allowance against tax credits in the amount of $ 0.9 million as of March 31, 2020 was released entirely as of March 31, 2021 due to sufficient taxable income available to utilize these credits.
The Company had a valuation allowance of $ 29.7 million as of March 31, 2022 against deferred tax assets in the state of California, an increase from $ 28.5 million as of March 31, 2021 from activities during the year.
2 unchanged sentences
As of March 31, 2022, the Company had foreign net operating loss and tax credit carryforwards for income tax purposes of $ 81.9 million and $ 74.0 million, respectively.
−Removed: Unused net operating loss carryforwards will expire at various dates in fiscal years 2021 to 2039.
+Added: Unused net operating loss carryforwards will expire at various dates beginning in fiscal year 2029.
Certain net operating loss carryforwards in the United States relate to acquisitions and, as a result, are limited in the amount that can be utilized in any one year.
4 unchanged sentences
The amount of unrecognized deferred income tax liability related to these earnings is estimated to be approximately $ 6.0 million.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 100
The Company follows a two-step approach in recognizing and measuring uncertain tax positions.
2 unchanged sentences
As of March 31, 2022 and 2021, the total amount of unrecognized tax benefits due to uncertain tax positions was $ 176.0 million and $ 160.3 million, respectively, all of which would affect the effective income tax rate if recognized.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 94
As of March 31, 2022 and 2021, the Company had $ 83.4 million and $ 59.2 million, respectively, in non-current income taxes payable, including interest and penalties, related to the Company's income tax liability for uncertain tax positions.
10 unchanged sentences
Lapse of statute of limitations ( 4,232 )
−Removed: Decreases in balances related to tax positions taken during prior years —
+Added: Settlements with taxing authorities ( 2,015 )
Increases in balances related to tax positions taken during the year 22,366
March 31, 2022 $ 179,372
−Removed: Fiscal year 2020 includes gross unrecognized tax benefits recorded as a result of the enactment of TRAF in Switzerland:
+Added: Fiscal year 2020 includes gross unrecognized tax benefits recorded as a result of the enactment of the Tax Reform and AHV Financing ("TRAF") in Switzerland.
The Company recognizes interest and penalties related to unrecognized tax positions in income tax expense.
3 unchanged sentences
The Company received final tax assessments in Switzerland through fiscal year 2019.
−Removed: For other foreign jurisdictions such as the United States, the Company is generally not subject to tax examinations for years prior to fiscal year 2018.
−Removed: The Company is under examination and has received assessment notices in foreign tax jurisdictions.
+Added: For other material foreign jurisdictions such as the United States and China, the Company is generally not subject to tax examinations for years prior to fiscal year 2019 and calendar year 2019, respectively.
+Added: In the United States, the federal and state tax agencies have the authority to examine periods prior to fiscal year 2019, to the extent allowed by law, where tax attributes were generated, carried forward, and being utilized in subsequent years.
+Added: The Company is under examination in foreign tax jurisdictions.
If the examinations are resolved unfavorably, there is a possibility they may have a material negative impact on its results of operations.
+Added: In fiscal year 2022, uncertain tax positions decreased by $ 4.2 million from an effective settlement of an income tax audit in a foreign jurisdiction.
Although the Company has adequately provided for uncertain tax positions, the provisions on these positions may change as revised estimates are made or the underlying matters are settled or otherwise resolved.
18 unchanged sentences
Other current assets:
−Removed: Value-added tax receivables $ 67,710 $ 33,616
+Added: VAT receivables $ 58,850 $ 67,710
Prepaid expenses and other assets 76,628 67,940
14 unchanged sentences
Right-of-use assets 40,661 31,169
−Removed: Trading investments for deferred compensation plan 24,809 20,085
−Removed: Investment in privately held companies 43,402 45,949
+Added: Investments for deferred compensation plan 28,431 24,809
+Added: Investments in privately held companies 43,068 43,402
Other assets 14,933 13,980
6 unchanged sentences
Accrued personnel expenses 165,090 173,360
−Removed: Income taxes payable - current 131,408 8,823
−Removed: Accrued payables - non-inventory 52,392 11,548
−Removed: VAT payable 50,620 12,757
Accrued sales return liability 40,507 43,178
+Added: VAT payable 39,602 50,620
+Added: Income taxes payable 35,355 131,408
Warranty accrual 32,987 33,228
−Removed: Operating lease liability 13,101 10,945
+Added: Accrued payables - non-inventory 26,722 52,392
+Added: Operating lease liabilities 13,690 13,101
Contingent consideration 8,042 6,967
2 unchanged sentences
Other non-current liabilities:
−Removed: Employee benefit plan obligation $ 72,321 $ 61,303
+Added: Employee benefit plan obligations $ 50,741 $ 72,321
Obligation for deferred compensation plan 28,431 24,809
−Removed: Operating lease liability 21,319 19,536
+Added: Operating lease liabilities 28,207 21,319
Warranty accrual 13,232 15,604
−Removed: Deferred tax liability 1,679 1,931
+Added: Contingent consideration 4,217 —
+Added: Deferred tax liabilities 1,962 1,679
Other non-current liabilities 5,343 3,770
15 unchanged sentences
Cash equivalents $ 762,055 $ — $ — $ 669,759 $ — $ —
−Removed: Trading investments for deferred compensation plan included in other assets:
+Added: Investments for deferred compensation plan included in other assets:
Cash $ 108 $ — $ — $ 31 $ — $ —
2 unchanged sentences
Mutual funds 19,229 — — 16,475 — —
−Removed: Total of trading investments for deferred compensation plan $ 24,809 $ — $ — $ 20,085 $ — $ —
+Added: Total of investments for deferred compensation plan $ 28,431 $ — $ — $ 24,809 $ — $ —
Currency derivative assets included in other current assets $ — $ 1,517 $ — $ — $ 5,452 $ —
−Removed: Contingent consideration for business acquisition included in accrued and other current liabilities (Note 3) $ — $ — $ 6,430 $ — $ — $ 23,284
+Added: Contingent consideration included in accrued and other current liabilities $ — $ — $ 8,042 $ — $ — $ 6,430
+Added: Contingent consideration included in other non-current liabilities $ — $ — $ 3,971 $ — $ — $ —
Currency derivative liabilities included in accrued and other current liabilities $ — $ 165 $ — $ — $ 100 $ —
−Removed: The following table summarizes the change in the fair value of the Company's contingent consideration balance during fiscal year 2021 (in thousands):
−Removed: Year Ended March 31, Year Ended March 31,
−Removed: Acquisition-related contingent consideration, beginning of the year $ 23,284 $ —
+Added: The following table summarizes the change in the fair value of the Company's contingent consideration balance during fiscal year 2022 and 2021 (in thousands):
+Added: Year Ended March 31,
+Added: Contingent consideration, beginning of the year $ 6,967 $ 23,284
Fair value of contingent consideration upon acquisition (1)
Change in fair value of contingent consideration ( 3,509 ) 5,716
−Removed: Settlement of contingent consideration (2)
−Removed: Acquisition-related contingent consideration, end of the year $ 6,967 $ 23,284
−Removed: (1) The fair value of contingent consideration upon acquisition of $ 6.4 million includes the earn-out of $ 3.4 million from the Mevo Acquisition and an earn-out of $ 3.0 million from the other immaterial technology acquisition.
−Removed: See Contingent Consideration for Business Acquisition section below for details.
−Removed: (2) As of June 30, 2020, the earn-out period was completed in connection with our acquisition of Streamlabs (discussed below).
−Removed: The earn-out payment of $ 29.0 million is based on the actual net sales of Streamlabs services during the earn-out period and is no longer subject to fair value measurement and was accordingly transferred out of Level 3.
−Removed: During the third quarter of fiscal year 2021, the fair value of $ 28.5 million of the contingent consideration was transferred from other current liabilities to equity upon settlement of the contingent consideration through the issuance of shares out of treasury stock.
−Removed: The remaining amount of $ 0.5 million is held back in escrow for claims made against the escrow and for the payment of taxes.
+Added: Settlements of contingent consideration (2)
+Added: ( 1,172 ) ( 28,463 )
+Added: Contingent consideration, end of the year $ 12,259 $ 6,967
+Added: (1) The amount for fiscal year 2022 relates to the technology acquisition in fiscal year 2022.
+Added: The amount for fiscal year 2021 relates to the Mevo acquisition and the other technology acquisition in fiscal year 2021.
+Added: See Contingent Consideration for Business Acquisition section below for more information.
+Added: (2) As of June 30, 2020, the earn-out period was completed in connection with the Company's acquisition of Streamlabs as disclosed below.
+Added: The fair value of contingent consideration of $ 29.0 million as of June 30, 2020 is based on the actual net sales of Streamlabs services during the earn-out period and is no longer subject to fair value measurement and was accordingly transferred out of Level 3.
+Added: During the third quarter of fiscal year 2021, $ 28.5 million of the contingent consideration was transferred from other current liabilities to equity upon settlement of the contingent consideration through the issuance of shares out of treasury stock.
+Added: During the fourth quarter of fiscal year 2022, an additional $ 0.3 million of the contingent consideration was transferred from other current liabilities to equity upon settlement of the contingent consideration through the issuance of shares out of treasury stock.
+Added: The remaining $ 0.2 million is held back in escrow for claims made against the escrow and for the payment of taxes.
Logitech International S.A.
| Fiscal 2022 Form 10-K | 98
−Removed: Trading Investments
+Added: Investments for Deferred Compensation Plan
The marketable securities for the Company's deferred compensation plan are recorded at a fair value of $ 28.4 million and $ 24.8 million as of March 31, 2022 and 2021, respectively, based on quoted market prices.
Quoted market prices are observable inputs that are classified as Level 1 within the fair value hierarchy.
−Removed: Unrealized trading gains related to trading securities for fiscal years 2021, 2020 and 2019 were not material and are included in other income (expense), net in the consolidated statements of operations.
+Added: Unrealized gains related to marketable securities for fiscal years 2022, 2021 and 2020 are included in other income (expense), net in the consolidated statements of operations (see Note 6).
Contingent Consideration for Business Acquisitions
−Removed: The contingent consideration for business acquisition arising from the Mevo Acquisition (see "Note 3—Business Acquisition" for more information) represents the future potential earn-out payments of up to $ 17.0 million payable in cash only upon the achievement of certain net sales for the period beginning on December 26, 2020 and ending on December 31, 2021.
−Removed: The fair value of the earn-out as of the Mevo Acquisition Date was $ 3.4 million which was determined by using a Black-Scholes-Merton valuation model to calculate the probability of the earn-out threshold being met, times the value of the earn-out payment, and discounted at the risk-free rate.
−Removed: The valuation includes significant assumptions and unobservable inputs such as the projected sales of Mevo over the earn-out period, risk-free rate, and the net sales volatility.
−Removed: The fair value of the contingent consideration is remeasured at each reporting period based on the inputs on the date of re-measurement, with the change in fair value recognized as "change in fair value of contingent consideration for business acquisition" in the operating expense section in the consolidated statements of operations.
−Removed: Projected sales are based on the Company's internal projections, including analysis of the target market and historical sales of Mevo products.
−Removed: For the year ended March 31, 2021, the change in fair value of the contingent consideration related to acquisition was not material.
−Removed: The contingent consideration for business acquisition arising from the other immaterial technology acquisition represents the future potential earn-out payments of $ 3.0 million payable in cash upon the achievement of two technical development milestones required to be completed for periods ending December 31, 2021 and March 31, 2022.
−Removed: The fair value of the contingent amount was determined using a probability-weighted expected payment model and discounted at the estimated cost of debt.
−Removed: On October 31, 2019, the Company acquired all of the equity interests of Streamlabs.
−Removed: In connection with the acquisition of Streamlabs, the Company agreed to pay a total earn out payment of $ 29.0 million, payable in stock, only upon the achievement of certain net revenues for the period beginning on January 1, 2020 and ending on June 30, 2020.
−Removed: The fair value of the earn-out as of the Streamlabs Acquisition Date was $ 0.04 million, and increased to $ 23.3 million as of March 31, 2020, which was determined by using a Black-Scholes-Merton valuation model to calculate the probability of the earn-out threshold being met, times the value of the earn-out payment, and discounted at the risk-free rate.
+Added: The contingent consideration arising from the technology acquisition on May 19, 2021 (see Note 3) represents the future potential earn-out payments of up to $ 10.0 million payable in cash upon the achievement of three technical development milestones required to be completed as of December 31, 2021, June 30, 2022, and June 30, 2023.
+Added: The fair value of the contingent consideration as of the acquisition date was $ 10.0 million, which was determined using a probability-weighted expected payment model and discounted at the estimated cost of debt.
+Added: During the third quarter of fiscal year 2022, $ 0.9 million of the contingent consideration was released from other current liabilities upon cash settlement of the contingent consideration for the first technical development milestone.
+Added: The contingent consideration arising from the Mevo Acquisition on February 17, 2021 (see Note 3) represents the future potential earn-out payments of up to $ 17.0 million payable in cash only upon the achievement of certain net sales for the period beginning on December 26, 2020 and ending on December 31, 2021.
+Added: The fair value of the contingent consideration as of the acquisition date was $ 3.4 million, which was determined by using a Black-Scholes-Merton valuation model to calculate the probability of the earn-out threshold being met, times the value of the earn-out payment, and discounted at the risk-free rate.
+Added: The valuation included significant assumptions and unobservable inputs such as the projected sales of Mevo over the earn-out period, risk-free rate, and the net sales volatility.
+Added: Projected sales were based on the Company's internal projections, including analysis of the target market and historical sales of Mevo products.
+Added: As of March 31, 2021 the fair value of the contingent consideration remained as $ 3.4 million.
+Added: As of December 31, 2021, the fair value of the contingent consideration was released from other current liabilities as the net sales milestone was not achieved upon completion of the earn-out period.
+Added: The contingent consideration arising from the technology acquisition on January 4, 2021 (see Note 3) represents the future potential earn-out payments of up to $ 3.0 million payable in cash upon the achievement of two technical development milestones required to be completed as of December 31, 2021 and March 31, 2022.
+Added: The fair value of the contingent consideration was determined using a probability-weighted expected payment model and discounted at the estimated cost of debt.
+Added: The contingent consideration is expected to be paid in the first two quarters of fiscal year 2023.
+Added: In connection with the acquisition of Streamlabs on October 31, 2019 (see Note 3), the Company agreed to pay a total earn out payment of $ 29.0 million, payable in stock, only upon the achievement of certain net revenues for the period beginning on January 1, 2020 and ending on June 30, 2020.
+Added: The fair value of the contingent consideration as of the acquisition date was $ 0.04 million, and increased to $ 23.3 million as of March 31, 2020, which was determined by using a Black-Scholes-Merton valuation model to calculate the probability of the earn-out threshold being met, times the value of the earn-out payment, and discounted at the risk-free rate.
The fair value was increased by $ 5.7 million to $ 29.0 million as of June 30, 2020, based on actual sales.
−Removed: The fair value of the contingent consideration no longer needs to be remeasured after June 30, 2020, as the earn-out period has been completed.
−Removed: During the third quarter of fiscal year 2021, Logitech issued 390,397 shares out of treasury shares to former security holders of Streamlabs, in satisfaction of payment of the contingent consideration that was earned during the earn-out period of January 1, 2020 through June 30, 2020.
+Added: During the third quarter of fiscal year 2021 and the fourth quarter of fiscal year 2022, the Company issued 390,397 and 4,010 shares, respectively, out of treasury stock to former security holders of Streamlabs, in satisfaction of payment of the contingent consideration that was earned during the earn-out period.
The issuances of such shares were deemed to be exempt from registration under the Securities Act of 1933 (the "Securities Act"), in reliance on Regulation D of the Securities Act as transactions by an issuer not involving a public offering.
−Removed: Although these estimates are based on management’s best knowledge of current events, the estimates could change significantly from period to period.
+Added: Although the estimate of contingent consideration is based on management’s best knowledge of current events, the estimate could change significantly from period to period.
Actual results that differ from the assumptions used and any changes to the significant assumptions and unobservable inputs used could have a material impact on future results of operations.
1 unchanged sentence
The Company has certain non-marketable investments included in other assets that are accounted for under the equity method of accounting, with a carrying value of $ 40.2 million and $ 40.7 million as of March 31, 2022 and 2021, respectively.
+Added: Unrealized gains (losses) related to equity investments for fiscal years 2022, 2021 and 2020 are included in other income (expense), net in the Company's consolidated statements of operations.
+Added: There was no impairment of these assets during fiscal years 2022, 2021 and 2020.
Logitech International S.A.
| Fiscal 2022 Form 10-K | 99
−Removed: On March 2, 2020, the Company sold its $ 5.5 million investment, in a privately held company, for proceeds with a total fair value of $ 45.3 million consisting of cash, a 6 % subordinated note due in 5 years, and a Series A preferred units and Series B common units in Marlin-SL Topco, LP ("Marlin").
+Added: On March 2, 2020, the Company sold its $ 5.5 million investment, in a privately held company, for proceeds with a total fair value of $ 45.3 million consisting of cash, a 6 % subordinated note due in five years , and a Series A preferred units and Series B common units in Marlin-SL Topco, LP ("Marlin").
As of March 31, 2022, the investment represents an ownership interest of approximately 8.9 % in Marlin.
3 unchanged sentences
Rather, the Company accounts for this investment under the equity method as it represents an ownership interest in a limited partnership that is more than minor.
−Removed: The promissory note is accounted for as a loan receivable and is included in "Other assets" in the consolidated balance sheet.
+Added: The promissory note is accounted for as a loan receivable and is included in other assets in the consolidated balance sheets.
The Company's maximum exposure to any losses incurred by Marlin is limited to its investment.
−Removed: For fiscal year 2021, the carrying value of the investment in Marlin was $ 26.7 million.
+Added: As of March 31, 2022 and 2021, the carrying value of the investment in Marlin was $ 21.4 million and $ 26.7 million, respectively.
The Company's investment related to this VIE was not individually significant to the Company's consolidated financial statements.
−Removed: Unrealized gains (losses) related to Marlin and other equity investments for the fiscal year 2021 were not material and are included in other income (expense), net in the Company's consolidated statements of operations.
−Removed: There was no impairment of these assets during fiscal years 2021 and 2020.
Assets Measured at Fair Value on a Nonrecurring Basis
−Removed: The Company’s non-financial assets, such as intangible assets and acquisition-related property, plant and equipment, are recorded at fair value only upon initial recognition or if an impairment is recognized.
−Removed: There was no impairment of long-lived assets during fiscal years 2021, 2020 and 2019.
Financial Assets.
2 unchanged sentences
The carrying value is also adjusted for observable price changes with the same or similar security from the same issuer.
−Removed: The amount of these investments included in other assets was immaterial as of March 31, 2021 and 2020.
−Removed: During the fiscal year 2021, the Company recorded impairment charges of $ 2.0 million for its non-marketable equity securities which had an initial cost basis of $ 2.0 million as it was determined the carrying value of the investments were not recoverable.
−Removed: There was no impairment of these assets during fiscal year 2020.
+Added: The amount of these investments included in other assets was not material as of March 31, 2022 and 2021.
+Added: There is no impairment recorded in fiscal year 2022.
+Added: During fiscal year 2021, the Company recorded impairment charges of $ 2.0 million for its equity securities without readily determinable fair values, which had an initial cost basis of $ 2.0 million, as it was determined the carrying value of the investments were not recoverable.
Non-Financial Assets.
Goodwill, intangible assets, and property, plant and equipment, are not required to be measured at fair value on a recurring basis.
−Removed: However, if certain triggering events occur (or tested at least annually for goodwill) such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument's carrying value to the fair value as a result of such triggering events, the non-financial assets and liabilities are measured at fair value for the period such triggering events occur.
−Removed: See Note 2 to the consolidated financial statements for additional information about how the Company tests various asset classes for impairment.
+Added: However, if certain triggering events occur (or tested at least annually for goodwill) such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument's carrying value to the fair value as a result of such triggering events, the non-financial assets and liabilities are measured at fair value during such period.
+Added: See Note 2 for additional information about how the Company tests various asset classes for impairment.
+Added: During the year ended March 31, 2022, the Company recorded impairment charges of $ 7.0 million for the Jaybird-related intangible assets (see Note 11).
Note 10— Derivative Financial Instruments
1 unchanged sentence
However, the Company presents its derivative assets and derivative liabilities on a gross basis in other current assets or accrued and other current liabilities on the consolidated balance sheets as of March 31, 2022 and 2021.
−Removed: The fair values of the Company’s derivative instruments were not material as of March 31, 2021 or 2020 (refer to Note 9 to the consolidated financial statements for more information).
+Added: See Note 9 for the fair values of the Company’s derivative instruments as of March 31, 2022 or 2021.
The following table presents the amounts of gains and losses on the Company's derivative instruments designated as hedging instruments for fiscal years 2022, 2021 and 2020 and their locations on its consolidated statements of operations and consolidated statements of comprehensive income (in thousands):
12 unchanged sentences
Cash flow hedges $ 6,308 $ ( 4,071 ) $ 205 $ ( 8,221 ) $ 8,043 $ ( 813 )
−Removed: Upon adoption of ASU 2017-12 "Derivatives and Hedging (Topic 815):
−Removed: Targeted Improvements to Accounting for Hedging Activities" (ASU 2017-12), the Company has started presenting the earnings impact from forward points in the same line item that is used to present the earnings impact of the hedged item, i.e.
+Added: The Company presents the earnings impact from forward points in the same line item that is used to present the earnings impact of the hedged item, i.e.
cost of goods sold, for hedging forecasted inventory purchases and such amount is not material for all periods presented.
1 unchanged sentence
The Company enters into cash flow hedge contracts to protect against exchange rate exposure of forecasted inventory purchases.
−Removed: These hedging contracts mature within five months .
−Removed: Gains and losses in the fair value of the effective portion of the hedges are deferred as a component of accumulated other comprehensive loss until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold.
+Added: These hedging contracts mature within four months .
+Added: Gains and losses in the fair value of the effective portion of the hedges are deferred as a component of accumulated other comprehensive income (loss) until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold.
Cash flows from such hedges are classified as operating activities in the consolidated statements of cash flows.
1 unchanged sentence
Gains and losses in the fair value of the effective portion of the discontinued hedges continue to be reported in accumulated other comprehensive loss until the hedged inventory purchases are sold, unless it is probable that the forecasted inventory purchases will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter.
−Removed: As of March 31, 2021, the notional amounts of currency forward contracts outstanding related to forecasted inventory purchases was $ 164.5 million.
−Removed: As of March 31, 2020, the notional amounts of currency forward contracts outstanding related to forecasted inventory purchases was $ 48.0 million.
−Removed: The Company estimates that $ 3.7 million of net loss related to its cash flow hedges included in accumulated other comprehensive loss as of March 31, 2021 will be reclassified into earnings within the next twelve months.
+Added: As of March 31, 2022 and 2021, the notional amounts of foreign currency exchange forward contracts outstanding related to forecasted invento ry purchases were $ 125.4 million and $ 164.5 million, respectively.
+Added: The Company estimates that $ 1.8 million of net gain related to its cash flow hedges included in accumulated other comprehensive loss as of March 31, 2022 will be reclassified into earnings within the next twelve months.
Other Derivatives:
−Removed: The Company also enters into currency forward and swap contracts to reduce the short-term effects of currency fluctuations on certain receivables or payables denominated in currencies other than the functional currencies of its subsidiaries.
−Removed: These forward and swap contracts generally mature within a month.
+Added: The Company also enters into foreign currency exchange forward and swap contracts to reduce the short-term effects of currency exchange rate fluctuations on certain receivables or payables denominated in currencies other than the functional currencies of its subsidiaries.
+Added: These contracts generally mature within a month.
The primary risk managed by using forward and swap contracts is the currency exchange rate risk.
1 unchanged sentence
The notional amounts of these contracts outstanding as of March 31, 2022 and 2021 were $ 226.5 million and $ 123.8 million, respectively.
−Removed: Open forward and swap contracts as of March 31, 2021 and 2020 consisted of contracts in Taiwanese Dollars, Australian Dollars, Mexican Pesos, Japanese Yen and Canadian Dollars to be settled at future dates at pre-determined exchange rates.
−Removed: The fair value of all currency forward and swap contracts is determined based on observable market transactions of spot currency rates and forward rates.
+Added: Open forward and swap contracts as of March 31, 2022 and 2021 consisted of contracts in Japanese Yen, Australian Dollars, Canadian Dollars, Mexican Pesos, and Taiwanese Dollar s to be settled at future dates at pre-determined exchange rates.
+Added: Open forward and swap contracts outstanding as of March 31, 2022 additionally consisted of contracts in Chinese Renminbi and Brazilian Real to be settled at future dates at pre-determined exchange rates.
+Added: The fair value of all foreign currency exchange forward and swap contracts is determined based on observable market transactions of spot currency rates and forward rates.
Cash flows from these contracts are classified as operating activities in the consolidated statements of cash flows.
2 unchanged sentences
Note 11— Goodwill and Other Intangible Assets
−Removed: The Company performed its annual impairment analysis of goodwill as of December 31, 2020 by performing a qualitative assessment and concluded that it was more likely than not that the fair value of its peripherals reporting unit, exceeded its carrying amount.
+Added: The Company conducts its impairment analysis of goodwill and indefinite life intangible assets annually at December 31 or more frequently if changes in facts and circumstances indicate that it is more likely than not that the fair value of the Company’s reporting unit may be less than its carrying amount.
+Added: The Company conducted its annual impairment analysis of goodwill and indefinite life intangible assets as of December 31, 2021 by performing a qualitative assessment and concluded that it was more likely than not that the fair value of its reporting unit exceeded its carrying amount.
In assessing the qualitative factors, the Company considered the impact of these key factors:
change in industry and competitive environment, growth in market capitalization, and budgeted-to-actual revenue performance for the twelve months ended December 31, 2021.
−Removed: There have been no triggering events identified affecting the valuation of goodwill subsequent to the annual impairment test.
−Removed: The following table summarizes the activity in the Company's goodwill balance during fiscal years 2021 and 2020 (in thousands):
+Added: There have been no triggering events identified affecting the valuation of goodwill and indefinite life intangible assets subsequent to the annual impairment test.
+Added: The following table summarizes the activities in the Company's goodwill balance (in thousands):
Years Ended March 31,
2 unchanged sentences
20,721 28,667
−Removed: Currency exchange rate impact 20 27
+Added: Effects of foreign currency translation ( 2,150 ) 20
End of the period $ 448,175 $ 429,604
−Removed: (1) Includes goodwill acquired from the Mevo Acquisition and an immaterial technology acquisition in January 2021.
−Removed: See Note 3 for more information.
−Removed: The Company's acquired intangible assets subject to amortization were as follows (in thousands):
+Added: (1) See Note 3 for more information related to acquisitions.
+Added: The Company's acquired intangible assets were as follows (in thousands):
Gross Carrying Amount Accumulated
5 unchanged sentences
In-process R&D 3,826 — 3,826 3,526 — 3,526
+Added: Effects of foreign currency translation (1)
( 634 ) 86 ( 548 ) — — —
+Added: $ 230,499 $ ( 146,720 ) $ 83,779 $ 275,012 $ ( 159,864 ) $ 115,148
+Added: (1) Related to a technology acquisition in May 2021.
+Added: See Note 3 for more information related to the acquisition.
+Added: During the third quarter of fiscal year 2022, the Company decided to discontinue Jaybird-branded products.
+Added: As a result of this decision, the Company performed an analysis to compare the fair value of Jaybird-related intangible assets to their carrying amount.
+Added: As the fair value using estimated discounted cash flows was less than the carrying amount, the Company recognized a pre-tax impairment charge in the consolidated statement of operations of $ 7.0 million, which was primarily related to customer contracts and relationships.
+Added: See Note 16 for further information regarding the exit plan.
For fiscal years 2022, 2021 and 2020, amortization expense for intangible assets was, $ 30.2 million, $ 31.8 million and $ 30.9 million, respectively.
The Company expects that annual amortization expense for fiscal years 2023, 2024, 2025, 2026 and 2027 will be $ 23.2 million, $ 19.9 million, $ 17.7 million, $ 10.7 million and $ 4.5 million, respectively, and $ 4.0 million thereafter.
−Removed: The intangible assets include $ 3.5 million of IPR&D from an immaterial asset acquisition in February 2021.
+Added: The intangible assets as of March 31, 2022 and 2021 include IPR&D $ 3.8 million and $ 3.5 million, respectively, from asset acquisitions.
IPR&D is capitalized at fair value and the amortization commences upon completion of the underlying projects.
Once research and development efforts are completed, the corresponding amount of IPR&D is reclassified as an amortizable purchased intangible asset and is amortized over its estimated useful life.
−Removed: As of March 31, 2021, there was no IPR&D amortized.
+Added: As of March 31, 2022 and 2021 , there was no IPR&D amortized.
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 102
Note 12— Financing Arrangements
−Removed: The Company had several uncommitted, unsecured bank lines of credit aggregating $ 143.2 million as of March 31, 2021.
+Added: The Company had several uncommitted, unsecured bank lines of credit aggregating $ 195.0 million and $ 143.2 million as of March 31, 2022 and 2021, respectively.
There are no financial covenants under these lines of credit with which the Company must comply.
−Removed: As of March 31, 2021, the Company had outstanding bank guarantees of $ 91.3 million under these lines of credit.
−Removed: There was no borrowing outstanding under the line of credit as of March 31, 2021 or March 31, 2020.
+Added: As of March 31, 2022 and 2021, the Company had outstanding bank guarantees of $ 25.5 million and $ 91.3 million, respectively, under these lines of credit.
+Added: There was no borrowing outstanding under these lines of cre dit as of March 31, 2022 and 2021.
Note 13— Commitments and Contingencies
1 unchanged sentence
Changes in the Company's warranty liability for fiscal years 2022 and 2021 were as follows (in thousands):
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 108
Years Ended March 31,
3 unchanged sentences
Settlements ( 32,082 ) ( 30,621 )
−Removed: Currency translation 720 ( 354 )
+Added: Effects of foreign currency translation ( 343 ) 720
End of the period $ 46,219 $ 48,832
2 unchanged sentences
The scope of these indemnities varies, but in some instances includes indemnification for damages and expenses, including reasonable attorneys' fees.
−Removed: As of March 31, 2021, no amounts have been accrued for these indemnification provisions.
+Added: As of March 31, 2022, no material amounts have been accrued for these indemnification provisions.
The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under its indemnification arrangements.
13 unchanged sentences
The Company's nominal share capital is CHF 43.3 million, consisting of 173,106,620 issued shares with a par value of CHF 0.25 each, of which 7,854,600 were held in treasury shares as of March 31, 2022.
−Removed: The Company has reserved conditional capital of 25,000,000 shares for potential issuance on the exercise of rights granted under the Company's employee equity incentive plans and additional conditional capital for financing purposes, representing the issuance of up to 25,000,000 shares to cover any conversion rights under a future convertible bond issuance.
−Removed: At the 2018 Annual General Meeting, the shareholders of the Company authorized the Board of Directors to issue up to an additional 34,621,324 shares of the Company until September 5, 2020, which authority expired on that date.
−Removed: At the 2020 Annual General Meeting, the shareholders of the Company authorized the Board of Directors to issue up to an additional 17,310,662 shares of the Company until September 9, 2022.
−Removed: Pursuant to Swiss corporate law, the payment of dividends is limited to certain amounts of unappropriated retained earnings (CHF 1,046.5 million, or $ 1,109.1 million based on the exchange rate at March 31, 2021) and is subject to shareholder approval.
+Added: The Company has reserved conditional capital of 25,000,000 shares for potential issuance on the exercise of rights granted under the Company's employee equity incentive plans and additional conditional capital for financing
Logitech International S.A.
| Fiscal 2022 Form 10-K | 103
−Removed: In April 2021, the Board of Directors recommended that the Company pay cash dividends for fiscal year 2021 of CHF 147.0 million ($ 155.8 million based on the exchange rate on March 31, 2021).
−Removed: In September 2020, the Company declared and paid cash dividends of CHF 0.79 (USD equivalent of $ 0.87 ) per common share, totaling $ 146.7 million on the Company's outstanding common stock.
−Removed: In September 2019, the Company declared and paid cash dividends of CHF 0.73 (USD equivalent of $ 0.74 ) per common share, totaling approximately $ 124.2 million in U.S.
+Added: purposes, representing the issuance of up to 25,000,000 shares to cover any conversion rights under a future convertible bond issuance.
+Added: At the 2020 Annual General Meeting, the shareholders of the Company authorized the Board of Directors to issue up to an additional 17,310,662 shares of the Company until September 9, 2022.
+Added: Pursuant to Swiss corporate law, the payment of dividends is limited to certain amounts of unappropriated retained earnings (approximately CHF 1.7 billion, or $ 1.8 billion as of March 31, 2022) and is subject to shareholder approval.
+Added: In May 2022, the Board of Directors recommended that the Company pay cash dividends for fiscal year 2022 of approximately CHF 0.96 per share (USD equivalent of approximately $ 1.04 per share, which would result in a gross aggregate dividend of $ 172.1 million, based on the exchange rate and shares outstanding, net of treasury shares, on March 31, 2022).
+Added: In September 2021, the Company paid gross cash dividends of CHF 0.87 (USD equivalent of $ 0.95 ) per common share, totaling $ 159.4 million in U.S.
Dollars, on the Company's outstanding common stock.
−Removed: In September 2018, the Company declared and paid cash dividends of CHF 0.67 (USD equivalent of $ 0.69 ) per common share, totaling approximately $ 114.0 million in U.S.
+Added: In September 2020, the Company paid gross cash dividends of CHF 0.79 (USD equivalent of $ 0.87 ) per common share, totaling $ 146.7 million in U.S.
Dollars, on the Company’s outstanding common stock.
+Added: In September 2019, the Company paid gross cash dividends of CHF 0.73 (USD equivalent of $ 0.74 ) per common share, totaling $ 124.2 million in U.S.
+Added: Dollars, on the Company's outstanding common stock.
Any future dividends will be subject to the approval of the Company's shareholders.
6 unchanged sentences
In May 2020, the Company's Board of Directors approved the 2020 share repurchase program, which authorized the Company to use up to $ 250.0 million to purchase up to 17.3 million of Logitech shares.
−Removed: The Company's share repurchase program is expected to remain in effect for a period of three years .
+Added: The Company's share repurchase program is expected to remain in effect for a period of three years through July 27, 2023.
Shares may be repurchased from time to time on the open market, through block trades or otherwise.
Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors .
−Removed: As of March 31, 2021 , $ 85.4 million is still available for repurchase under the 2020 share repurchase program before the Board of Directors' approval of the increase of this program in April 2021.
−Removed: In April 2021, our Board of Directors approved an increase of $ 750.0 million of the 2020 share repurchase program, to an aggregate amount of $ 1.0 billion.
−Removed: This increase is subject to approval by the Swiss Takeover Board.
−Removed: A summary of the approved and active share repurchase program is shown in the following table (in thousands, excluding transaction costs):
+Added: In April 2021, the Company's Board of Directors approved an increase of $ 750.0 million of the 2020 share repurchase program, to an aggregate amount of $ 1.0 billion.
+Added: The Swiss Takeover Board approved this increase and it beca me effective on May 21, 2021.
+Added: As of March 31, 2022 , $ 423.7 million was available for repurchase under the 2020 repurchase program.
+Added: A summary of the approved and active share repurchase program during fiscal year 2022 is shown in the following table (in thousands, excluding transaction costs):
Approved Repurchased
1 unchanged sentence
Amounts Shares Amounts
−Removed: March 2017 17,311 $ 250,000 2,902 $ 112,614
−Removed: March 2020 17,311 $ 250,000 1,845 $ 164,618
+Added: May 2020 17,311 $ 1,000,000 6,452 $ 576,303
(1) The approval of each of the share repurchase programs by the Swiss Takeover Board limits the number of shares that the Company may repurchase to no more than 10 % of its authorized share capital and voting rights.
4 unchanged sentences
Accumulated Other Comprehensive Income (Loss)
+Added: Currency Translation
Adjustment Defined
4 unchanged sentences
March 31, 2022 $ ( 102,461 ) $ ( 3,495 ) $ 1,833 $ ( 104,123 )
−Removed: There was a $ 1.7 million reclassification of currency translation loss included in other income (expense), net for the year ended March 31, 2021 due to the liquidation of one of the Company's subsidiaries.
−Removed: There was a $ 0.5 million reclassification of currency translation loss included in other income (expense), net for the year ended March 31, 2019 due to the liquidation of one of the Company's subsidiaries.
Note 15— Segment Information
2 unchanged sentences
The CEO periodically reviews information such as sales and adjusted operating income (loss) to make business decisions.
−Removed: These operating performance measures do not include restructuring charges (credits), net, share-based compensation expense, amortization of intangible assets, charges from the purchase accounting effect on inventory, acquisition-related costs, or change in fair value of contingent consideration from business acquisition.
−Removed: Sales by product categories were as follows (in thousands):
+Added: These operating performance measures do not include restructuring charges (credits), net, share-based compensation expense, amortization and impairment of intangible assets, acquisition-related costs and change in fair value of contingent consideration from business acquisition.
+Added: Sales by product categories and sales channels, excluding intercompany transactions were as follows (in thousands):
Years Ended March 31,
11 unchanged sentences
(1) Gaming includes streaming services revenue generated by Streamlabs.
−Removed: (2) Other includes products that the Company currently intends to phase out, or has already phased out, because they are no longer strategic to the Company's business.
−Removed: Logitech International S.A.
−Removed: | Fiscal 2021 Form 10-K | 111
−Removed: Sales by geographic region for fiscal years 2021, 2020 and 2019 (based on the customers' locations) were as follows (in thousands):
+Added: (2) Other includes products that the Company phased out because they are no longer strategic to the Company's business.
+Added: Sales by geographic region (based on the customers' locations) for fiscal years 2022, 2021 and 2020 were as follows (in thousands):
Years Ended March 31,
4 unchanged sentences
Total Sales $ 5,481,101 $ 5,252,279 $ 2,975,851
+Added: Logitech International S.A.
+Added: | Fiscal 2022 Form 10-K | 105
Revenues from sales to customers in the United States represented 34 % , 35 % and 36 % of sales in fiscal years 2022, 2021 and 2020, respectively.
1 unchanged sentence
Revenues from sales to customers in China represented 10 % of sales in fiscal year 2022.
−Removed: No other single country represented more than 10% of sales during these periods.
+Added: No other country represented more than 10% of sales during these periods presented herein.
Revenues from sales to customers in Switzerland, the Company's home domicile, represented 3 %, 3 % and 4 % of sales in fiscal years 2022, 2021 and 2020, respectively.
−Removed: Property, plant and equipment, net by geographic region were as follows (in thousands):
+Added: Property, plant and equipment, net (excluding software) and right-of-use assets by geographic region were as follows (in thousands):
Americas $ 22,578 $ 18,023
2 unchanged sentences
Total property, plant and equipment $ 133,673 $ 131,795
−Removed: Property, plant and equipment, net in the United States and China were $ 20.5 million and $ 74.0 million, respectively, as of March 31, 2021, and $ 26.5 million and $ 36.6 million, respectively, as of March 31, 2020.
−Removed: No other countries represented more than 10% of the Company's total consolidated property, plant and equipment, net as of March 31, 2021 or 2020.
−Removed: Property, plant and equipment, net in Switzerland, the Company's home domicile, were $ 5.7 million and $ 2.3 million as of March 31, 2021 and 2020, respectively.
+Added: Property, plant and equipment, net (excluding software) and right-of-use assets in the United States and China were $ 21.7 million and $ 66.8 million, respectively, as of March 31, 2022, and $ 17.2 million and $ 77.6 million, respectively, as of March 31, 2021.
+Added: Property, plant and equipment, net (excluding software) and right-of-use assets in Switzerland, the Company's home domicile, were $ 13.6 million and $ 9.5 million as of March 31, 2022 and 2021, respectively.
+Added: No other countries represented more than 10% of the Company's total consolidated property, plant and equipment, net (excluding software) and right-of-use assets as of March 31, 2022 or 2021.
Note 16— Restructuring
During the first quarter of fiscal year 2019, the Company implemented a restructuring plan to streamline and realign the Company's overall organizational structure and reallocate resources to support long-term growth opportunities.
−Removed: In July 2018, the Company's Board of Directors approved additional costs under this restructuring plan, totaling pre-tax charges of approximately $ 10.0 million to $ 15.0 million, of which $ 11.4 million has been recognized cumulatively as of March 31, 2021.
−Removed: The total charges consisted of cash severance and other personnel costs and are presented as restructuring charges (credits), net in the Consolidated Statements of Operations.
During the first quarter of fiscal year 2020, the Company had substantially completed this restructuring plan.
+Added: During the third quarter of fiscal year 2022, as part of the Company's strategic review, the Company decided to cease future product launches under the Jaybird-brand within the Audio & Wearables product category.
+Added: As a result, the Company recorded pre-tax restructuring charges of $ 2.1 million during fiscal year 2022, which are included in restructuring charges (credits), net in the consolidated statement of operations.
+Added: Total charges related to the exit of Jaybird-branded products were $ 16.7 million, which included restructuring charges and other costs, for fiscal year 2022.
+Added: The restructuring charges consisted of $ 1.3 million, primarily related to costs of production cancellation, and $ 0.8 million related to cash severance and termination benefits.
+Added: The Company also recorded $ 7.6 million in cost of goods sold related to write-offs for excess inventories.
+Added: In addition, as disclosed in Note 11, the Company recognized a pre-tax impairment charge of $ 7.0 million, related to intangible assets acquired as part of the Jaybird acquisition.
+Added: The Company expects to substantially complete this restructuring within the next nine months.
Logitech International S.A.
| Fiscal 2022 Form 10-K | 106
−Removed: The following table summarizes restructuring-related activities during fiscal year 2021, 2020 and 2019 (in thousands):
+Added: The following table summarizes restructuring-related activities during fiscal years 2022, 2021 and 2020 (in thousands):
Restructuring - Continuing Operations
−Removed: Benefits Lease Exit
+Added: Benefits Other Total
Accrual balance at March 31, 2019 $ 4,389 $ — $ 4,389
−Removed: Credits, net 11,302 — 11,302
+Added: Charges, net 144 — 144
Cash payments ( 3,852 ) — ( 3,852 )
4 unchanged sentences
Charges, net 879 1,286 2,165
+Added: Cash payments ( 945 ) ( 390 ) ( 1,335 )
Accrual balance at March 31, 2022 $ 561 $ 896 $ 1,457
1 unchanged sentence
Note 17 — Leases
−Removed: The Company is a lessee in several noncancellable operating leases, primarily real estate facilities for office space and for transportation and office equipment.
−Removed: The Company's lease arrangements comprise of operating leases with various expiration dates through June 30, 2031.
+Added: The Company is a lessee in various noncancellable operating leases, primarily real estate facilities for office space and for transportation and office equipment.
+Added: As of March 31, 2022, t he Company's lease arrangements comprise of operating leases with various expiration dates through June 30, 2031.
The lease term for all of the Company’s leases includes the noncancellable period of the lease.
−Removed: Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into our determination of the duration of the lease arrangement.
+Added: Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into the Company's determination of the duration of the lease arrangement.
The Company's leases do not contain any material residual value guarantees.
−Removed: The total operating lease costs were $ 15.0 million and $ 14.1 million as of March 31, 2021 and 2020, respectively, and included short-term lease costs and sublease income.
−Removed: Total variable lease costs were immaterial during the year ended March 31, 2021 and 2020.
+Added: The total operating lease costs were $ 17.3 million , $ 15.0 million and $ 14.1 million as of March 31, 2022, 2021, and 2020, respectively, and included short-term lease costs and sublease income.
+Added: Total variable lease costs were not material during the year ended March 31, 2022, 2021 and 2020.
The total operating and variable lease costs were included in cost of goods sold, marketing and selling, research and development, and general and administrative in the Company's consolidated statement of operations.
1 unchanged sentence
Years Ended March 31,
+Added: 2022 2021 2020
Cash paid for amounts included in the measurement of operating lease liabilities $ 15,400 $ 13,865 $ 13,554
2 unchanged sentences
| Fiscal 2022 Form 10-K | 107
−Removed: Future lease payments included in the measurement of lease liabilities as of March 31, 2021 for the following five fiscal years and thereafter are as follows (in thousands):
−Removed: Operating Lease
+Added: Future lease payments included in the measurement of operating lease liabilities as of March 31, 2022 for the following five fiscal years and thereafter are as follows (in thousands):
Years Ending March 31,
4 unchanged sentences
Present value of lease liabilities $ 41,897
−Removed: Average lease terms and discount rates were as follows:
+Added: As of March 31, 2022, the Company had entered into a lease for office space that has not yet commenced with future lease payments of $ 26.7 million, which are not reflected in the table above.
+Added: This lease will commence in fiscal year 2023 with a lease term of 20 years and will be recorded in the financial statements upon lease commencement.
+Added: Weighted-average lease terms and discount rates were as follows:
Years Ended March 31,
42 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.