UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 24, 2003

SYNAPTICS INCORPORATED

Delaware		000-49602		77-0118518
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2381 BERING DRIVE SAN JOSE, CALIFORNIA		95131
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:   (408) 434-0110

 

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Item 12. Results of Operations and Financial Conditions

     The Company is furnishing this Report on Form 8-K in connection with the disclosure of textual information, in the form of a press release released on April 24, 2003.

     The information in this Report on Form 8-K (including the exhibit) is furnished pursuant to Item 12 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

     The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

     The text included with this Report is available on our website located at www.synaptics.com, although we reserve the right to discontinue that availability at any time.

Exhibit 99.1     Press Release dated April 24, 2003.

SIGNATURE

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

		SYNAPTICS INCORPORATED
		(Registrant)
Date: April 24, 2003		By:		/s/ Russ J. Knittel
		Name:		Russ J. Knittel
		Title:		Senior Vice President, Chief Financial Officer, Chief Administrative Officer, Secretary, and Treasurer

 

 

Exhibit 99.1     Press Release dated April 24, 2003

		For more information contact:
		Russ Knittel Synaptics Incorporated 408-434-0110x140 russk@synaptics.com		Jennifer Jarman the blueshirt group 415-217-7722 jennifer@blueshirtgroup.com

 

Synaptics Reports Third Fiscal Quarter Financial Results

April 24, 2003 – San Jose, CA – Synaptics (Nasdaq: SYNA), a leader in touch pads and other human interface solutions for mobile computing and communications devices, today reported financial results for the third fiscal quarter ended March 31, 2003.

Net revenue for the third quarter of fiscal 2003 was $26.1 million compared to $24.4 million for the third quarter of the prior fiscal year. Actual (GAAP) net income for the third quarter of fiscal 2003 was $2.1 million, or $0.09 per basic share and $0.08 per diluted share. This compares with GAAP net income of $2.4 million, or $0.14 per basic share and $0.10 per diluted share, for the third quarter of fiscal 2002.

Pro forma net income for the third fiscal quarter, excluding non-cash charges related to the amortization of intangibles and deferred stock-based compensation, was $2.2 million, or $0.09 per basic and diluted share. This compares to pro forma net income of $2.6 million, or $0.15 per basic share and $0.11 per diluted share, for the third quarter of the prior fiscal year.

“We are pleased to report both sequential growth in revenue and profits as well as a return to year-over-year revenue growth,” stated Francis Lee, President and Chief Executive Officer of Synaptics. “Our results reflect solid execution in what is still a challenging business environment and in a quarter that historically is seasonally down. Innovation and design activity in the notebook market remains strong, and we have more than doubled our revenue contributions from our new market initiatives through the first nine-months of this fiscal year.”

Russ Knittel, Synaptics’ Chief Financial Officer, added, “We enter our fourth fiscal quarter with a strong backlog and anticipate sequential revenue growth of up to four percent. We expect this upside to be driven primarily by shipments into the new markets, as industry estimates call for flat to slightly down notebook shipments. While new design activity in the notebook market remains highly competitive, our current visibility points to continued sequential revenue growth in the September quarter.”

About Synaptics Incorporated
Synaptics develops advanced interface solutions for products as diverse as notebook and desktop computers, mobile computing and communications devices, automotive applications, and security solutions. Synaptics’ products include TouchPad™, the industry standard notebook pointing device; ClearPad™, a capacitive touch screen solution; TouchStyk™, a modular and capacitive pointing stick solution; Spiral®, an inductive, proximity sensing pen input system; and QuickStroke®, a proprietary Chinese handwriting

 

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recognition software. More information about Synaptics can be found on the World Wide Web at www.synaptics.com.

This press release contains “forward-looking” statements about Synaptics, as that term is defined under the federal securities laws. Synaptics intends such forward-looking statements to be subject to the safe-harbor created by those laws. Such forward-looking statements include, but are not limited to, statements regarding Synaptics’ revenue expectations, earnings expectations, cash flow expectations, and competitive position in both notebook computers and new market initiatives. Synaptics cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, but are not limited to (a) market demand for Synaptics’ products, (b) market demand for OEMs’ products using Synaptics’ products, (c) the failure of Synaptics’ products and OEMs’ products to deliver commercially acceptable performance, and (d) other risks as identified from time to time in Synaptics’ SEC reports, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and the Company’s 10-K for the fiscal year ended June 30, 2002. All forward-looking statements are based on information available to Synaptics on the date hereof, and Synaptics assumes no obligation to update such statements.

Synaptics discloses pro forma or non-GAAP measures of net income and earnings per share. Synaptics believes that this pro forma information provides greater comparability regarding its ongoing operating performance. These measures should not be considered an alternative to measurements required by accounting principles generally accepted in the United States (“U.S. GAAP”), such as net income and earnings per share. These pro forma measures are unlikely to be comparable to pro forma information provided by other companies. In accordance with SEC regulations, reconciliation of the Synaptics U.S. GAAP information to the pro forma information is provided in the table attached. We will also make available on the investor relations page of our web site at www.synaptics.com this press release, a replay of the Webcast, and a reconciliation of the difference between the GAAP and non-GAAP financial measures.

(Tables to Follow)

 

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SYNAPTICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)

				Three Months Ended								Nine Months Ended
				March 31,								March 31,
				2003				2002				2003				2002
Net revenue				$	26,103			$	24,421			$	72,479			$	74,392
Cost of revenue					15,385				14,197				41,745				44,180
Gross margin					10,718				10,224				30,734				30,212
Operating expenses
	Research and development				4,942				4,072				15,077				11,880
	Selling, general, and administrative				2,715				2,351				7,957				7,451
	Amortization of intangible assets				—				29				40				104
	Amortization of deferred stock compensation				137				121				363				363
Total operating expenses					7,794				6,573				23,437				19,798
Operating income					2,924				3,651				7,297				10,414
Interest income					259				151				815				232
Interest expense					(35	)			(43	)			(121	)			(156	)
Income before income taxes					3,148				3,759				7,991				10,490
Provision for income taxes					1,079				1,321				2,877				3,663
Net income				$	2,069			$	2,438			$	5,114			$	6,827
Net income per share:
	Basic			$	0.09			$	0.14			$	0.22			$	0.66
	Diluted			$	0.08			$	0.10			$	0.21			$	0.31
Shares used in computing net income per share:
	Basic				23,537				17,653				23,407				10,329
	Diluted				25,125				24,422				24,869				21,720
Pro forma results (unaudited)
	Reported net income			$	2,069			$	2,438			$	5,114			$	6,827
	Pro forma adjustments:
		Amortization of goodwill and other acquired intangible assets			—				29				40				104
		Amortization of deferred stock compensation			137				121				363				363
Pro forma net income				$	2,206			$	2,588			$	5,517			$	7,294
Pro forma earnings per share
	Basic			$	0.09			$	0.15			$	0.24			$	0.71
	Diluted			$	0.09			$	0.11			$	0.22			$	0.34

 

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SYNAPTICS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

				March 31,				June 30,
				2003				2002
				(Unaudited)
Assets
Current assets:
	Cash and cash equivalents			$	38,584			$	45,491
	Short term investments				34,314				19,689
	Accounts receivable, net of allowances of $210 and $200 at March 31, 2003 and June 30, 2002, respectively				14,152				13,242
	Inventories				5,782				5,867
	Prepaid expenses and other current assets				3,745				2,964
Total current assets					96,577				87,253
Property and equipment, net					1,870				2,043
Goodwill					765				765
Other acquired intangible assets, net					—				40
Other assets					270				280
Total assets				$	99,482			$	90,381
Liabilities and Stockholders’ Equity
Current liabilities:
	Accounts payable			$	6,806			$	5,867
	Accrued compensation				2,383				2,161
	Accrued warranty				1,002				1,002
	Income taxes payable				3,050				2,646
	Other accrued liabilities				2,343				1,814
	Capital leases and equipment financing obligations				286				445
Total current liabilities					15,870				13,935
Capital leases and equipment financing obligations, net of current portion					55				259
Note payable to a related party					1,500				1,500
Other liabilities					741				684
Commitments and contingencies
Stockholders’ equity:
	Preferred stock;
		$.001 par value; 10,000,000 shares authorized; no shares issued and outstanding			—				—
	Common stock;
		$.001 par value; 60,000,000 shares authorized; 23,567,455 and 23,182,757 shares issued and outstanding, respectively			24				23
	Additional paid in capital				77,294				75,013
	Deferred stock compensation				(1,339	)			(1,085	)
	Notes receivable from stockholders				(755	)			(876	)
	Retained earnings				5,979				865
	Accumulated other comprehensive income				113				63
Total stockholders’ equity					81,316				74,003
Total liabilities and stockholders’ equity				$	99,482			$	90,381