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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

October 21, 2004


Date of Report (Date of earliest event reported)

SYNAPTICS INCORPORATED


(Exact Name of Registrant as Specified in Charter)
         
DELAWARE
  000-49602   77-0118518

 
 
 
 
 
(State or Other
  (Commission File Number)   (IRS Employer
Jurisdiction of Incorporation)
      Identification No.)

2381 BERING DRIVE
SAN JOSE, CALIFORNIA
95131


(Address of Principal Executive Offices) (Zip Code)

(408) 434-0110


(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Exhibit 99.1


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Item 2.02. 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 October 21, 2004.

     The information in this Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 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.

Item 9.01. Financial Statements and Exhibits.

     
(a)
  Financial Statements of Business Acquired.
  Not applicable.
     
(b)
  Pro Forma Financial Information.
  Not applicable.
     
(c)
  Exhibits.
     
Exhibit    
Number
   
99.1
  Press release from Synaptics Incorporated, dated October 21, 2004, entitled “Synaptics Reports Record First Quarter Results”

 


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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: October 21, 2004  By:   /s/ Russell J. Knittel    
    Russell J. Knittel   
    Senior Vice President, Chief Financial
Officer, Chief Administrative Officer,
and Secretary 
 
 

 


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EXHIBIT INDEX

     
99.1
  Press release from Synaptics Incorporated, dated October 21, 2004, entitled “Synaptics Reports Record First Quarter Results”

 

exv99w1
 

Exhibit 99.1

         
(SYNAPTICS LOGO)
 

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 Record First Quarter Results

San Jose, CA — October 21, 2004 — Synaptics (Nasdaq: SYNA), a leader in interface solutions for mobile computing, communications, and entertainment devices, today reported financial results for the first fiscal quarter ended September 30, 2004.

Net revenue for the first quarter of fiscal 2005 was $38.1 million, an increase of approximately 29% over the $29.6 million for the first quarter of fiscal 2004. GAAP net income for the first quarter of fiscal 2005 was $4.4 million, or $0.16 per diluted share. This represents an increase of approximately 95% compared with GAAP net income of $2.3 million, or $0.09 per diluted share, for the first quarter of fiscal 2004.

“We achieved sequential revenue and net income growth in the first fiscal quarter of approximately 8% and 19%, respectively,” stated Francis Lee, President and Chief Executive Officer of Synaptics. “Our performance exceeded our expectations and was driven by improved gross margins and continued momentum in the portable digital entertainment market. Revenues from our new market initiatives grew strongly to 33% of total revenues, the highest quarterly revenue to date. Design activity remains robust across our key target markets, and we are excited about our new solutions for desktop PCs and portable consumer devices as we enter the holiday period.”

Russ Knittel, Synaptics’ Chief Financial Officer, added, “Our visibility entering the December quarter is greatly improved, evidenced by our record backlog of more than $39 million. We are projecting significant sequential revenue growth in the range of 35% to 45% in the second fiscal quarter primarily reflecting continued strong demand for portable digital music players. We expect revenues in the March quarter to be in excess of the September quarter levels but down sequentially based on seasonal patterns, the extent of which will depend largely on end device sell-through in the December quarter.”

Earnings Call Information

The Synaptics first quarter teleconference and webcast is scheduled to begin at 2:00 p.m., Pacific Time, on Thursday, October 21, 2004, during which management may discuss forward-looking information. To participate on the live call, analysts and investors should dial 800-218-8862 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/.

 


 

(SYNAPTICS LOGO)

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; MobileTouch™, a customizable scrolling, input and navigation solution for mobile handsets; 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 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, 2004. 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)

                 
    September 30,   June 30,
    2004
  2004
    (Unaudited)        
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 59,837     $ 59,489  
Short term investments
    37,463       36,810  
Accounts receivable, net of allowances of $164 and $130 at September 30, 2004, and June 30, 2004, respectively
    29,462       21,875  
Inventories
    7,684       6,525  
Prepaid expenses and other current assets
    3,323       3,083  
 
   
 
     
 
 
Total current assets
    137,769       127,782  
Property and equipment, net
    1,853       1,829  
Goodwill
    1,927       1,927  
Other assets
    1,040       1,115  
 
   
 
     
 
 
Total assets
  $ 142,589     $ 132,653  
 
   
 
     
 
 
Liabilities and Stockholders’ equity
               
Current liabilities:
               
Accounts payable
  $ 11,325     $ 9,220  
Accrued compensation
    3,143       4,594  
Accrued warranty
    596       704  
Income taxes payable
    7,102       4,018  
Other accrued liabilities
    3,296       2,594  
Capital leases and equipment financing obligations
          28  
 
   
 
     
 
 
Total current liabilities
    25,462       21,158  
Note payable to a related party
    1,500       1,500  
Other liabilities
    854       855  
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; 25,165,274 and 24,987,398 shares issued and outstanding, respectively
    25       25  
Additional paid in capital
    89,353       88,334  
Deferred stock compensation
    (532 )     (634 )
Retained earnings
    26,006       21,575  
Accumulated other comprehensive loss
    (79 )     (160 )
 
   
 
     
 
 
Total stockholders’ equity
    114,773       109,140  
 
   
 
     
 
 
Total liabilities and stockholders’ equity
  $ 142,589     $ 132,653  
 
   
 
     
 
 

 


 

SYNAPTICS INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share and share data)
(unaudited)

                 
    Three Months Ended   Three Months Ended
    September 30,   September 30,
    2004
  2003
Net revenue
  $ 38,091     $ 29,571  
Cost of revenue
    20,899       17,426  
 
   
 
     
 
 
Gross margin
    17,192       12,145  
Operating expenses
               
Research and development
    6,043       5,096  
Selling, general, and administrative
    3,766       3,074  
Amortization of deferred stock compensation
    102       137  
Restructuring
          432  
 
   
 
     
 
 
Total operating expenses
    9,911       8,739  
 
   
 
     
 
 
Operating income
    7,281       3,406  
Interest income
    268       226  
Interest expense
    (26 )     (34 )
 
   
 
     
 
 
Income before income taxes
    7,523       3,598  
Provision for income taxes
    3,092       1,331  
 
   
 
     
 
 
Net income
  $ 4,431     $ 2,267  
 
   
 
     
 
 
Net income per share:
               
Basic
  $ 0.18     $ 0.09  
 
   
 
     
 
 
Diluted
  $ 0.16     $ 0.09  
 
   
 
     
 
 
Shares used in computing net income per share:
               
Basic
    25,098,648       24,013,482  
 
   
 
     
 
 
Diluted
    27,693,808       26,526,878  
 
   
 
     
 
 
Non-GAAP results (unaudited)
               
Reported net income
  $ 4,431     $ 2,267  
Non-GAAP adjustments:
               
Amortization of deferred stock compensation
    102       137  
Restructuring, net of tax
          272  
 
   
 
     
 
 
Non-GAAP net income
  $ 4,533     $ 2,676  
 
   
 
     
 
 
Non-GAAP earnings per share
               
Basic
  $ 0.18     $ 0.11  
 
   
 
     
 
 
Diluted
  $ 0.16     $ 0.10  
 
   
 
     
 
 

 

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.