BACKGROUND AND BASIS OF PRESENTATION

3 Months Ended

Jul. 02, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BACKGROUND AND BASIS OF PRESENTATION

BACKGROUND AND BASIS OF PRESENTATION

Plantronics, Inc. (“Poly,” the “Company”) is a leading global communications company that designs, manufactures, and markets integrated communications and collaboration solutions for professionals. The Company has two operating and reportable segments, Products and Services, and offers its products under the , Plantronics and Polycom brands.

Acquisition by HP Inc.

On March 25, 2022, Poly entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HP Inc. (“HP”) and Prism Subsidiary Corp. (“Merger Sub”), a wholly owned subsidiary of HP, providing for Poly’s acquisition in an all-cash transaction for $40.00 per share of Poly's common stock by way of a merger of Merger Sub with and into Poly (the “Merger”), with Poly continuing as a wholly owned subsidiary of HP. The Merger Agreement and transactions contemplated by the Merger Agreement were approved by Poly's Board of Directors (the “Board”). On June 23, 2022, Poly stockholders voted to adopt the Merger Agreement. The Merger is expected to close, subject to receipt of required regulatory clearances and the satisfaction of other customary closing conditions, in calendar year 2022.

Under the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Poly’s common stock (except as otherwise set forth in the Merger Agreement) will be canceled and automatically converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes. Upon consummation of the Merger, Poly’s common stock will no longer be listed on any public market.

The descriptions of the Merger Agreement and the transactions contemplated thereby contained in this Quarterly Report are summaries only and are qualified in their entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the definitive proxy statement on Schedule 14A filed by Poly with the SEC on May 17, 2022, as amended.

Basis of Presentation

The Company's unaudited condensed consolidated financial statements and accompanying notes are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and contain all necessary adjustments, which are normal and recurring in nature, necessary to provide a fair financial statement presentation for the periods presented. The condensed consolidated balance sheet for April 2, 2022 was derived from audited financial statements. The financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All intercompany balances and transactions have been eliminated. The unaudited condensed consolidated financial statements and accompanying notes should be reviewed in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 2022, filed with the Securities and Exchange Commission (“SEC”) on May 27, 2022.

The Company’s fiscal year ends on the Saturday closest to the last day of March. The Company’s current and prior fiscal years end on April 1, 2023 and April 2, 2022, respectively, and both consist of 52 weeks. The three months ended July 2, 2022 and July 3, 2021 both consist of 13 weeks.

Reclassifications

Certain prior year amounts have been reclassified for consistency with current year presentation. Each of the reclassifications was immaterial and had no effect on the Company's results of operations or cash flows.