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Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

July 29, 2004


Date of Report (Date of earliest event reported)

SYNAPTICS INCORPORATED


(Exact Name of Registrant as Specified in Charter)

DELAWARE


(State or Other Jurisdiction of Incorporation)
     
000-49602   77-0118518

 
 
 
(Commission File Number)   (IRS Employer Identification Number)

2381 BERING DRIVE
SAN JOSE, CALIFORNIA
95131


(Address of Principal Executive Offices) (Zip Code)

(408) 434-0110


(Registrant’s telephone number, including area code)



 


TABLE OF CONTENTS

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 information, in the form of the textual information from a press release released on July 29, 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 July 29, 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
 
 
Date: July 29, 2004  By:   /s/ Russell J. Knittel    
    Russell J. Knittel   
    Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Secretary   
 

 

exv99w1
 

Exhibit 99.1

 

 

(SYNAPTICS LOGO)

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


Synaptics Reports Fourth Quarter and Fiscal 2004 Results

Ends Fiscal Year with Record Revenues and Profits

San Jose, CA – July 29, 2004 – Synaptics (Nasdaq: SYNA), a leader in interface solutions for mobile computing, communications, and entertainment devices, today reported financial results for the fourth fiscal quarter and year ended June 30, 2004.

Net revenue for the fourth quarter of fiscal 2004 was $35.1 million, an increase of approximately 25% over the $28.2 million for the fourth quarter of fiscal 2003. GAAP net income for the fourth quarter of fiscal 2004 was $3.7 million, or $0.13 per diluted share, which included non-cash charges related to the amortization of deferred stock-based compensation of $120,000. This represents a 43% increase from GAAP net income of $2.6 million, or $0.10 per diluted share, for the fourth quarter of fiscal 2003.

Net revenue for fiscal year 2004 was $133.3 million, an increase of 32% compared with net revenue of $100.7 million for fiscal year 2003. GAAP net income for fiscal 2004 was $13.0 million, or $0.48 per diluted share, which included non-cash charges related to the amortization of deferred stock-based compensation of approximately $517,000 and restructuring costs of $432,000. This compares with GAAP net income of $7.7 million, or $0.31 per diluted share, for fiscal year 2003, which included $556,000 of non-cash charges for deferred stock-based compensation and amortization of acquired intangibles.

“We are very pleased with our progress and operating performance during fiscal 2004,” stated Francis Lee, President and Chief Executive Officer of Synaptics. “We achieved record revenues and profitability and ended the year with a strong cash position of approximately $96 million. We continued our leadership position in the notebook market and took a major step in diversifying our business, as revenues from our new markets grew to approximately 16% of total annual revenues compared to less than 7% in the prior year. These results further build on our history of consistent execution and innovation over the past several years, and we are well positioned moving into fiscal 2005.”

Russ Knittel, Synaptics’ Chief Financial Officer, added, “We executed well despite a back-end loaded quarter, as our customers continued to exercise caution regarding notebook demand and dealt with supply chain issues in the portable music player market. This has resulted in lower backlog and reduced visibility, reflecting the current backdrop of mixed economic and market data points. Weighing these factors as we enter the seasonally stronger half of the year, we are projecting sequential revenue growth of 2% to 6% in the September quarter, followed by another sequential increase in the historically stronger December quarter.”

 


 

(SYNAPTICS LOGO)

Earnings Call Information
The Synaptics fourth quarter teleconference and webcast is scheduled to begin at 2:00 p.m., Pacific Time, on Thursday, July 29, 2004, during which management may discuss forward-looking information. To participate on the live call, analysts and investors should dial 800-240-6709 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/.

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: TouchPadTM the industry standard notebook navigation device; TouchStykTM, a modular capacitive pointing stick solution; SpeakerPadTM, an integrated audio speaker and notebook TouchPad; LuxPadTM, an illuminated TouchPad; TouchRingTM, a one dimensional scrolling solution for MP3 devices; NavPointTM, a navigation, scrolling, and selection interface for PDAs; 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)

                 
    June 30,   June 30,
    2004
  2003
    (Unaudited)        
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 59,489     $ 41,697  
Short term investments
    36,810       35,589  
Restricted cash
          240  
Accounts receivable, net of allowances of $130 and $160 at June 30, 2004, and June 30, 2003, respectively
    21,875       13,181  
Inventories
    6,525       6,428  
Prepaid expenses and other current assets
    3,083       2,637  
 
   
 
     
 
 
Total current assets
    127,782       99,772  
Property and equipment, net
    1,829       1,934  
Goodwill
    1,927       1,968  
Other assets
    1,115       834  
 
   
 
     
 
 
Total assets
  $ 132,653     $ 104,508  
 
   
 
     
 
 
Liabilities and stockholders’ equity
               
Current liabilities:
               
Accounts payable
  $ 9,220     $ 6,893  
Accrued compensation
    4,594       2,808  
Accrued warranty
    704       1,002  
Income taxes payable
    4,018       1,661  
Other accrued liabilities
    2,594       3,362  
Capital leases and equipment financing obligations
    28       231  
 
   
 
     
 
 
Total current liabilities
    21,158       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
    855       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; 24,987,398 and 23,835,877 shares issued and outstanding, respectively
    25       24  
Additional paid in capital
    88,334       78,761  
Deferred stock compensation
    (634 )     (1,184 )
Notes receivable from stockholders
          (20 )
Retained earnings
    21,575       8,583  
Accumulated other comprehensive income
    (160 )     100  
 
   
 
     
 
 
Total stockholders’ equity
    109,140       86,264  
 
   
 
     
 
 
Total liabilities and stockholders’ equity
  $ 132,653     $ 104,508  
 
   
 
     
 
 

 


 

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

                                 
    Three Months Ended   Twelve Months Ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Net revenue
  $ 35,147     $ 28,222     $ 133,276     $ 100,701  
Cost of revenue
    19,958       16,672       77,244       58,417  
 
   
 
     
 
     
 
     
 
 
Gross margin
    15,189       11,550       56,032       42,284  
Operating expenses
                               
Research and development
    5,580       4,760       21,419       19,837  
Selling, general, and administrative
    3,752       2,793       13,571       10,733  
Amortization of intangible assets
                      40  
Amortization of deferred stock compensation
    120       136       517       516  
Restructuring
                432        
 
   
 
     
 
     
 
     
 
 
Total operating expenses
    9,452       7,689       35,939       31,126  
 
   
 
     
 
     
 
     
 
 
Operating income
    5,737       3,861       20,093       11,158  
Interest and other income, net
    266       244       967       1,059  
Interest expense
    (33 )     (34 )     (134 )     (155 )
 
   
 
     
 
     
 
     
 
 
Income before income taxes
    5,970       4,071       20,926       12,062  
Provision for income taxes
    2,251       1,467       7,934       4,344  
 
   
 
     
 
     
 
     
 
 
Net income
  $ 3,719     $ 2,604     $ 12,992     $ 7,718  
 
   
 
     
 
     
 
     
 
 
Net income per share:
                               
Basic
  $ 0.15     $ 0.11     $ 0.53     $ 0.33  
 
   
 
     
 
     
 
     
 
 
Diluted
  $ 0.13     $ 0.10     $ 0.48     $ 0.31  
 
   
 
     
 
     
 
     
 
 
Shares used in computing net income per share:
                               
Basic
    24,870,501       23,668,954       24,417,596       23,472,526  
 
   
 
     
 
     
 
     
 
 
Diluted
    27,578,710       25,902,027       27,107,531       25,131,864  
 
   
 
     
 
     
 
     
 
 

 
Pro forma results (unaudited)
                               
Reported net income
  $ 3,719     $ 2,604     $ 12,992     $ 7,718  
Pro forma adjustments:
                               
Amortization of goodwill and other acquired intangible assets
                      40  
Amortization of deferred stock compensation
    120       136       517       516  
Restructuring (tax effected)
                272        
 
   
 
     
 
     
 
     
 
 
Pro forma net income
  $ 3,839     $ 2,740     $ 13,781     $ 8,274  
 
   
 
     
 
     
 
     
 
 
Pro forma earnings per share
                               
Basic
  $ 0.15     $ 0.12     $ 0.56     $ 0.35  
 
   
 
     
 
     
 
     
 
 
Diluted
  $ 0.14     $ 0.11     $ 0.51     $ 0.33  
 
   
 
     
 
     
 
     
 
 

 

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.