Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 22, 2004
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| 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
| Item 12. Results of Operations and Financial Condition. | ||||||||
| SIGNATURES | ||||||||
| EX-99.1 | ||||||||
Table of Contents
Item 12. Results of Operations and Financial Condition.
The registrant 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 22, 2004.
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 registrant does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the registrant’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 the registrant’s website located at www.synaptics.com, although the registrant reserves the right to discontinue that availability at any time.
Exhibit 99.1 Press Release dated April 22, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNAPTICS
INCORPORATED (Registrant) |
||||
Date: April 22, 2004
|
By: | /s/ Russell J. Knittel | ||
| Name: | Russell J. Knittel | |||
| Title: | Senior Vice President, Chief Financial Officer, Chief Administrative Officer, Secretary, and Treasurer | |||
Exhibit 99.1
| For more information contact: | ||
Russ Knittel
|
Jennifer Jarman | |
Synaptics Incorporated
|
the blueshirt group | |
408-434-0110x140
|
415-217-7722 | |
Synaptics Reports Third Quarter Results
Increasing New Market Revenues Offset Seasonality in the Notebook Sector
April 22, 2004 – San Jose, CA – Synaptics (Nasdaq: SYNA), a leader in interface solutions for mobile computing, communications, and entertainment devices, today reported financial results for the third fiscal quarter ended March 31, 2004.
Net revenue for the third quarter of fiscal 2004 was $34.3 million, a 31% increase over the $26.1 million for the third quarter of the prior fiscal year. Actual (GAAP) net income for the third quarter of fiscal 2004 was $3.5 million, or $0.13 per diluted share, which includes non-cash charges related to the amortization of deferred stock-based compensation of $128,000. This represents a 69% increase from actual net income of $2.1 million, or $0.08 per diluted share, for the comparable quarter of the prior fiscal year.
“We are very pleased with our financial results, as we posted another solid quarter despite the reported higher than expected inventory levels within the notebook sector during the period,” stated Francis Lee, President and Chief Executive Officer of Synaptics. “While we did see a higher than anticipated seasonal decline of shipments into the notebook market, it was offset by a richer product mix, and continued growth of our non-notebook revenue, which represented approximately 19% of total revenues and was driven by continued strength in the portable digital entertainment market. We maintained our leadership position in the notebook market through our emphasis on product innovation and are well poised to continue to expand our business outside of the notebook market.”
Russ Knittel, Synaptics’ Chief Financial Officer, added, “We met our revenue target and matched the December quarter’s record profitability level, generating more than $4 million of cash from operations during the quarter and exiting March with approximately $91 million in cash and short-term investments. Given that our design activity remains strong across our key focus areas, our outlook for the June quarter calls for a sequential revenue increase of up to three percent, reflecting growth in both the notebook and portable music player segments, followed by another sequential rise in the September quarter.”
Earnings Call Information
The Synaptics third quarter teleconference and webcast is scheduled to begin at
2:00 p.m., Pacific Time, on Thursday, April 22, 2004, during which management
may discuss forward looking information. To participate on the live call,
analysts and investors should dial 800-218-9073 at least ten minutes prior to
the call. Synaptics will also offer a live and archived webcast of the
conference call, accessible from the “Investor Relations” section of the
company’s Web site at http://www.synaptics.com/. A telephonic replay of the
conference call will also be available for 48 hours by dialing 800-405-2236 and
entering the passcode: 575185.
About Synaptics Incorporated
Synaptics is a leading developer of interface solutions for mobile computing,
communications and entertainment devices, with its products found in over 50
percent of today’s notebook computers. Synaptics’ engineered solutions for
device manufacturers include: TouchPad™ the industry standard notebook
navigation device; TouchStyk™, a modular capacitive pointing stick solution;
SpeakerPad™, an integrated audio speaker and notebook TouchPad; LuxPad™, an
illuminated TouchPad: TouchRing™, a one dimensional scrolling solution for MP3
devices; and QuickStroke®, a proprietary Chinese handwriting 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, 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, 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 Annual Report on Form 10-K for the fiscal year ended June 30, 2003. All forward-looking statements are based on information available to Synaptics on the date hereof, and Synaptics assumes no obligation to update such statements.
(Tables to Follow)
SYNAPTICS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
| March 31, | June 30, | |||||||
| 2004 |
2003 |
|||||||
| (Unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 55,494 | $ | 41,697 | ||||
Short term investments |
35,291 | 35,589 | ||||||
Restricted cash |
240 | 240 | ||||||
Accounts receivable, net of allowances of $130 and $160
at March 31, 2004, and June 30, 2003, respectively |
18,808 | 13,181 | ||||||
Inventories |
5,477 | 6,428 | ||||||
Prepaid expenses and other current assets |
2,779 | 2,637 | ||||||
Total current assets |
118,089 | 99,772 | ||||||
Property and equipment, net |
1,976 | 1,934 | ||||||
Goodwill |
1,891 | 1,968 | ||||||
Other assets |
937 | 834 | ||||||
Total assets |
$ | 122,893 | $ | 104,508 | ||||
Liabilities and stockholders’ equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 8,300 | $ | 6,893 | ||||
Accrued compensation |
3,632 | 2,808 | ||||||
Accrued warranty |
891 | 1,002 | ||||||
Income taxes payable |
4,788 | 1,661 | ||||||
Other accrued liabilities |
2,638 | 3,362 | ||||||
Capital leases and equipment financing obligations |
55 | 231 | ||||||
Total current liabilities |
20,304 | 15,957 | ||||||
Capital leases and equipment financing obligations, net of
current portion |
— | 28 | ||||||
Note payable to a related party |
1,500 | 1,500 | ||||||
Other liabilities |
843 | 759 | ||||||
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; 24,814,164
and 23,835,877 shares issued and outstanding, respectively |
25 | 24 | ||||||
Additional paid in capital |
83,111 | 78,761 | ||||||
Deferred stock compensation |
(760 | ) | (1,184 | ) | ||||
Notes receivable from stockholders |
— | (20 | ) | |||||
Retained earnings |
17,856 | 8,583 | ||||||
Accumulated other comprehensive income |
14 | 100 | ||||||
Total stockholders’ equity |
100,246 | 86,264 | ||||||
Total liabilities and stockholders’ equity |
$ | 122,893 | $ | 104,508 | ||||
SYNAPTICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)
(unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| March 31, |
March 31, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
Net revenue |
$ | 34,284 | $ | 26,103 | $ | 98,129 | $ | 72,479 | ||||||||
Cost of revenue |
19,726 | 15,385 | 57,286 | 41,745 | ||||||||||||
Gross margin |
14,558 | 10,718 | 40,843 | 30,734 | ||||||||||||
Operating expenses |
||||||||||||||||
Research and development |
5,613 | 4,942 | 15,839 | 15,077 | ||||||||||||
Selling, general, and administrative |
3,452 | 2,715 | 9,819 | 7,957 | ||||||||||||
Amortization of intangible assets |
— | — | — | 40 | ||||||||||||
Amortization of deferred stock
compensation |
128 | 137 | 397 | 363 | ||||||||||||
Restructuring |
— | — | 432 | — | ||||||||||||
Total operating expenses |
9,193 | 7,794 | 26,487 | 23,437 | ||||||||||||
Operating income |
5,365 | 2,924 | 14,356 | 7,297 | ||||||||||||
Interest and other income, net |
246 | 259 | 701 | 815 | ||||||||||||
Interest expense |
(33 | ) | (35 | ) | (101 | ) | (121 | ) | ||||||||
Income before income taxes |
5,578 | 3,148 | 14,956 | 7,991 | ||||||||||||
Provision for income taxes |
2,073 | 1,079 | 5,683 | 2,887 | ||||||||||||
Net income |
$ | 3,505 | $ | 2,069 | $ | 9,273 | $ | 5,114 | ||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.14 | $ | 0.09 | $ | 0.38 | $ | 0.22 | ||||||||
Diluted |
$ | 0.13 | $ | 0.08 | $ | 0.34 | $ | 0.21 | ||||||||
Shares used in computing net income
per share: |
||||||||||||||||
Basic |
24,671,358 | 23,537,666 | 24,266,653 | 23,407,637 | ||||||||||||
Diluted |
27,451,066 | 25,125,131 | 26,921,070 | 24,869,050 | ||||||||||||
Pro forma results (unaudited)
|
||||||||||||||||
Reported net income |
$ | 3,505 | $ | 2,069 | $ | 9,273 | $ | 5,114 | ||||||||
Pro forma adjustments: |
||||||||||||||||
Amortization of goodwill and other
acquired intangible assets |
— | — | — | 40 | ||||||||||||
Amortization of deferred stock
compensation |
128 | 137 | 397 | 363 | ||||||||||||
Restructuring (tax effected) |
— | — | 272 | — | ||||||||||||
Pro forma net income |
$ | 3,633 | $ | 2,206 | $ | 9,942 | $ | 5,517 | ||||||||
Pro forma earnings per share |
||||||||||||||||
Basic |
$ | 0.15 | $ | 0.09 | $ | 0.41 | $ | 0.24 | ||||||||
Diluted |
$ | 0.13 | $ | 0.09 | $ | 0.37 | $ | 0.22 | ||||||||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This website contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as "expect," "anticipate," "intend," "believe," "estimate," "plan," "target," "strategy," "continue," "may," "will," "should," variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our Annual Report on Form 10-K for our most recent fiscal year, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.