UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 23, 2008
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.) |
3120 SCOTT BLVD.
SUITE 130
SANTA CLARA, CALIFORNIA
95054
SUITE 130
SANTA CLARA, CALIFORNIA
95054
(Address of Principal Executive Offices) (Zip Code)
(408) 454-5100
(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)) |
Item 2.02. Results of Operations and Financial Condition.
The registrant is furnishing this Current 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 23,
2008.
The information in this Current 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 Current 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) | Shell Company Transactions. | ||
| Not applicable. | |||
| (d) | Exhibits. |
| Exhibit | ||
| Number | ||
99.1
|
Press release from Synaptics Incorporated, dated October 23, 2008, entitled “Synaptics Reports Record Results for First Quarter of Fiscal 2009” |
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 23, 2008 | By: | /s/ Russell J. Knittel | ||
| Russell J. Knittel | ||||
| Executive Vice President, Chief Financial Officer, Secretary, and Treasurer |
||||
2
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press release from Synaptics Incorporated, dated October 23, 2008, entitled “Synaptics Reports Record Results for First Quarter of Fiscal 2009” |
Exhibit 99.1
| For more information contact: | ||||
|
Jennifer Jarman The Blueshirt Group 415-217-7722 jennifer@blueshirtgroup.com |
Synaptics Reports Record Results for First Quarter of Fiscal 2009
Santa Clara, CA – October 23, 2008 – Synaptics (Nasdaq: SYNA), a leading developer of human
interface solutions for mobile computing, communications, and entertainment devices, today reported
financial results for the first quarter ended September 30, 2008. The Company’s GAAP results
reflect the expensing of non-cash share-based compensation for all periods presented.
Net revenue for the first quarter of fiscal 2009 was $115.9 million, an increase of approximately
34% over $86.7 million in net revenue for the first quarter of fiscal 2008. Net income for the
first quarter of fiscal 2009 was $14.0 million, or $0.39 per diluted share, compared with net
income of $11.3 million, or $0.27 per diluted share, for the first quarter of fiscal 2008. Net
income, excluding non-cash charges for share-based compensation, was $17.9 million, or $0.50 per
diluted share, for the first quarter of fiscal 2009, compared with net income, excluding
share-based compensation and non-recurring items, of $14.8 million, or $0.36 per diluted share, for
the first quarter of fiscal 2008.
“We posted record revenue and net income per diluted share for the first quarter, with revenue
exceeding $100 million for the first time in our history,” stated Francis Lee, Chairman and Chief
Executive Officer of Synaptics. “Our growth strategies are clearly working as we achieve greater
diversification across our target markets. While our business is not immune to market fluctuations
and we are closely monitoring the current economic climate, we are well on track to achieving our
third consecutive year of record revenue.”
Russ Knittel, Synaptics’ Chief Financial Officer, added, “Our backlog increased more than two-fold
to a record $103 million entering the December quarter; however, some recent shifts in order
patterns suggest cautiousness on the part of our OEM customers. Based on our current backlog and
visibility, we anticipate revenue in the December quarter will be $135 million to $145 million, an
increase of 37% to 47% over the comparable quarter last year. In light of the prevalent general
concerns regarding the global economy, and taking into consideration our outlook for the first half
and expectations for the remainder of fiscal 2009, we currently expect our revenue to grow 25% to
35%, up from our original estimate of 20% to 30%.”
Earnings Call Information
The Synaptics first quarter teleconference and webcast is scheduled to begin at 2:00 p.m., Pacific
Time, on Thursday, October 23, 2008, during which the Company will provide forward-looking
information. To participate on the live call, analysts and investors should dial 800-257-1927 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 www.synaptics.com.
About Synaptics Incorporated
Synaptics is a leading developer of human interface solutions for mobile computing, communications,
and entertainment devices. The Company creates interface solutions for a variety of devices
including notebook PCs, PC peripherals, digital music players, and
mobile phones. The TouchPad(TM),
Synaptics’ flagship product, is integrated into a majority of today’s notebook computers. Consumer
electronics and computing manufacturers use Synaptics’ solutions to enrich the interaction between
humans and intelligent devices through improved usability, functionality, and industrial design.
The Company is headquartered in Santa Clara, California. www.synaptics.com
NOTE: Synaptics, TouchPad, and the Synaptics logo are trademarks of Synaptics in the United States
and/or other countries.
Use of Non-GAAP Financial Information
In evaluating its business, Synaptics considers and uses net income per share excluding share-based
compensation and unusual or non-recurring items as a supplemental measure of operating performance.
Net income excluding share-based compensation and unusual or non-recurring items is not a
measurement of the Company’s financial performance under GAAP and should not be considered as an
alternative to GAAP net income. The Company presents net income excluding share-based compensation
and unusual or non-recurring items because it considers it an important supplemental measure of its
performance. The Company believes this measure facilitates operating performance comparisons from
period to period by eliminating potential differences in net income caused by the existence and
timing of non-cash compensation charges and unusual or non-recurring items. Net income excluding
share-based compensation and unusual or non-recurring items has limitations as an analytical tool
and should not be considered in isolation or as a substitute for the Company’s GAAP net income.
The principal limitations of this measure are that it does not reflect the Company’s actual
expenses and may thus have the effect of inflating its net income and net income per share.
Forward-Looking Statements
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’ anticipated revenue and revenue growth rates; the
success of our growth strategies its beliefs regarding the markets it serves; its position and
opportunities in those markets; its assessment of market demands and trends in target markets; and
its assessment of consumer demands for various applications. 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) demand for Synaptics’ products, (b) market demand for OEMs’ products using
Synaptics’ solutions, (c) changing market demand trends in the markets it serves, and (d) other
risks as identified from time to time in Synaptics’ SEC reports, including Quarterly Reports on
Form 10-Q and the Annual Report on Form 10-K for the fiscal year ended June 30, 2008. 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)
(Unaudited)
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
| September 30, | June 30, | |||||||
| 2008 | 2008 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 112,063 | $ | 96,218 | ||||
Short term investments |
40,427 | 50,298 | ||||||
Total cash, cash equivalents, and short-term investments |
152,490 | 146,516 | ||||||
Receivables, net of allowances of $539 and $539, respectively |
86,598 | 69,362 | ||||||
Inventories |
25,138 | 21,065 | ||||||
Prepaid expenses and other current assets |
3,853 | 3,417 | ||||||
Total current assets |
268,079 | 240,360 | ||||||
Property and equipment, net |
24,203 | 22,459 | ||||||
Goodwill |
1,927 | 1,927 | ||||||
Non-current investments |
35,341 | 37,946 | ||||||
Other assets |
4,183 | 3,669 | ||||||
Total assets |
$ | 333,733 | $ | 306,361 | ||||
Liabilities and stockholders’ equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 29,799 | $ | 27,784 | ||||
Accrued compensation |
6,464 | 6,510 | ||||||
Income taxes payable |
8,415 | 7,095 | ||||||
Other accrued liabilities |
8,502 | 9,120 | ||||||
Total current liabilities |
53,180 | 50,509 | ||||||
Convertible senior subordinated notes |
125,000 | 125,000 | ||||||
Other liabilities |
18,200 | 17,075 | ||||||
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; 42,835,461 and
42,500,535 shares
issued, and 33,747,361 and 33,412,435
shares outstanding, respectively |
43 | 43 | ||||||
Additional paid in capital |
233,049 | 222,543 | ||||||
Less: 9,088,100 and 9,088,100 treasury shares,
respectively, at cost |
(237,387 | ) | (237,387 | ) | ||||
Retained earnings |
144,854 | 130,895 | ||||||
Accumulated other comprehensive loss |
(3,206 | ) | (2,317 | ) | ||||
Total stockholders’ equity |
137,353 | 113,777 | ||||||
Total liabilities and stockholders’ equity |
$ | 333,733 | $ | 306,361 | ||||
| Note: All share amounts reflect the 3-for-2 stock split effected as a stock dividend and paid on August 29, 2008. | ||
SYNAPTICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2008 | 2007 | |||||||
Net revenue |
$ | 115,857 | $ | 86,692 | ||||
Cost of revenue (1) |
69,264 | 51,228 | ||||||
Gross margin |
46,593 | 35,464 | ||||||
Operating expenses |
||||||||
Research and
development (1) |
15,805 | 10,402 | ||||||
Selling, general,
and administrative
(1) |
14,570 | 10,750 | ||||||
Total operating expenses |
30,375 | 21,152 | ||||||
Operating income |
16,218 | 14,312 | ||||||
Interest income |
1,258 | 2,995 | ||||||
Interest expense |
(449 | ) | (475 | ) | ||||
Gain on settlement of debt |
— | 2,689 | ||||||
Impairment of investment |
— | (4,000 | ) | |||||
Income before income taxes |
17,027 | 15,521 | ||||||
Provision for income taxes (2) |
3,068 | 4,259 | ||||||
Net income |
$ | 13,959 | $ | 11,262 | ||||
Net income per share: |
||||||||
Basic |
$ | 0.41 | $ | 0.29 | ||||
Diluted |
$ | 0.39 | $ | 0.27 | ||||
Shares used in computing net income
per share: |
||||||||
Basic |
33,640 | 39,315 | ||||||
Diluted |
35,459 | 41,537 | ||||||
| (1) | Includes share-based compensation charges of: |
Cost of revenue |
$ | 411 | $ | 239 | ||||
Research and development |
2,016 | 1,171 | ||||||
Selling, general, and administrative |
3,454 | 1,919 | ||||||
| $ | 5,881 | $ | 3,329 | |||||
| (2) | Includes tax benefit for share-based compensation charges of: |
| $ | 1,968 | $ | 1,697 | |||||
Non-GAAP net income per share: |
||||||||
Basic |
$ | 0.53 | $ | 0.38 | ||||
Diluted |
$ | 0.50 | $ | 0.36 | ||||
| Note: All share and per share amounts reflect the 3-for-2 stock split effected as a stock dividend and paid on August 29, 2008. | ||
SYNAPTICS INCORPORATED
Computation of Basic and Diluted Net Income Per Share
(in thousands, except per share data)
(Unaudited)
Computation of Basic and Diluted Net Income Per Share
(in thousands, except per share data)
(Unaudited)
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2008 | 2007 | |||||||
Numerator: |
||||||||
Basic and diluted net income |
$ | 13,959 | $ | 11,262 | ||||
Denominator: |
||||||||
Shares, basic |
33,640 | 39,315 | ||||||
Effect of dilutive share-based awards |
1,819 | 2,222 | ||||||
Shares, diluted |
35,459 | 41,537 | ||||||
Net income per share: |
||||||||
Basic |
$ | 0.41 | $ | 0.29 | ||||
Diluted |
$ | 0.39 | $ | 0.27 | ||||
Computation of non-GAAP basic and diluted net income per share (unaudited): |
||||||||
Numerator: |
||||||||
Reported net income |
$ | 13,959 | $ | 11,262 | ||||
Non-GAAP adjustments: |
||||||||
Gain on settlement of debt, net of tax |
— | (2,078 | ) | |||||
Impairment of investment, net of tax |
— | 4,000 | ||||||
Share-based compensation, net of tax |
3,913 | 1,632 | ||||||
Non-GAAP basic and diluted net income |
$ | 17,872 | $ | 14,816 | ||||
Non-GAAP net income per share: |
||||||||
Basic |
$ | 0.53 | $ | 0.38 | ||||
Diluted |
$ | 0.50 | $ | 0.36 | ||||
Note: All share and per share amounts reflect the 3-for-2 stock split effected as a stock dividend
and paid on August 29, 2008.
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.