e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 26, 2009
Commission file number 000-49602
SYNAPTICS INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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77-0118518 |
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(State or other jurisdiction
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(I.R.S. Employer |
of incorporation or organization)
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Identification No.) |
3120 Scott Blvd.
Santa Clara, California 95054
(Address of principal executive offices) (Zip code)
(408) 454-5100
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Number of shares of Common Stock outstanding at October 30, 2009: 34,005,124
SYNAPTICS INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2009
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
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September 30, |
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June 30, |
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2009 |
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2009* |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
180,040 |
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$ |
169,036 |
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Short-term investments |
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17,580 |
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22,934 |
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Accounts receivable, net of allowances of $513
at September 30, 2009 and June 30, 2009 |
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91,062 |
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84,739 |
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Inventories |
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15,678 |
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14,950 |
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Prepaid expenses and other current assets |
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3,899 |
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3,094 |
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Total current assets |
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308,259 |
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294,753 |
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Property and equipment, net of accumulated depreciation of $13,800 and
$11,712 at September 30, 2009 and June 30, 2009, respectively |
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25,429 |
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25,431 |
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Goodwill |
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1,927 |
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1,927 |
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Non-current investments |
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28,854 |
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28,767 |
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Other assets |
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23,519 |
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25,272 |
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$ |
387,988 |
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$ |
376,150 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
48,409 |
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$ |
32,210 |
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Accrued compensation |
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8,379 |
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8,450 |
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Income taxes payable |
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9,788 |
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9,128 |
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Current deferred tax liabilities |
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8,483 |
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10,225 |
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Other accrued liabilities |
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12,110 |
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11,813 |
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Note payable |
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64,465 |
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63,234 |
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Total current liabilities |
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151,634 |
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135,060 |
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Other liabilities |
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18,549 |
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18,484 |
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Stockholders equity: |
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Common stock: |
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$0.001 par value; 60,000,000 shares authorized; 44,056,636 and
43,779,011 shares issued, and 33,968,536 and 34,690,911 shares
outstanding, at September 30, 2009 and June 30, 2009,
respectively |
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44 |
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44 |
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Additional paid-in capital |
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303,349 |
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293,666 |
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Less: 10,088,100 and 9,088,100 common treasury shares at
September 30, 2009 and June 30, 2009, respectively, at cost |
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(262,858 |
) |
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(237,387 |
) |
Accumulated other comprehensive income |
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1,312 |
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129 |
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Retained earnings |
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175,958 |
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166,154 |
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Total stockholders equity |
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217,805 |
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222,606 |
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$ |
387,988 |
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$ |
376,150 |
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* |
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Reflects the retrospective application of the new accounting pronouncement applicable to
convertible debt instruments that can be settled in cash. See notes 1 and 8. |
See notes to condensed consolidated financial statement (unaudited).
3
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
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Three Months Ended |
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September 30, |
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2009 |
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2008* |
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Net revenue |
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$ |
119,592 |
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$ |
115,857 |
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Cost of revenue |
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71,270 |
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69,264 |
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Gross margin |
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48,322 |
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46,593 |
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Operating expenses: |
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Research and development |
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19,975 |
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15,805 |
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Selling, general, and administrative |
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13,764 |
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14,570 |
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Total operating expenses |
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33,739 |
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30,375 |
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Income from operations |
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14,583 |
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16,218 |
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Interest income |
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331 |
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1,258 |
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Interest expense |
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(1,423 |
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(2,541 |
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Impairment of investment, net |
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(443 |
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Income before provision for income taxes |
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13,048 |
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14,935 |
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Provision for income taxes |
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3,244 |
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2,224 |
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Net income |
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$ |
9,804 |
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$ |
12,711 |
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Net income per share: |
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Basic |
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$ |
0.29 |
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$ |
0.38 |
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Diluted |
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$ |
0.27 |
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$ |
0.36 |
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Shares used in computing net income per share: |
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Basic |
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34,341 |
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33,640 |
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Diluted |
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35,968 |
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35,459 |
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* |
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Reflects the retrospective application of the new accounting pronouncement applicable
to convertible debt instruments that can be settled in cash. See notes 1 and 8. |
See notes to condensed consolidated financial statement (unaudited).
4
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Three Months Ended |
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September 30, |
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2009 |
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2008* |
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Cash flows from operating activities |
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Net income |
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$ |
9,804 |
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$ |
12,711 |
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Adjustments to reconcile net income to net cash provided by
operating activities: |
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Share-based compensation costs |
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7,048 |
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5,881 |
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Deferred taxes |
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782 |
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(1,215 |
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Depreciation of property and equipment |
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2,088 |
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1,197 |
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Amortization of debt issuance costs |
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70 |
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140 |
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Impairment of investment, net |
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443 |
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Amortization of debt discount |
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1,231 |
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2,167 |
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Changes in operating assets and liabilities: |
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Accounts receivable, net |
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(6,323 |
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(17,236 |
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Inventories |
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(728 |
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(4,073 |
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Prepaid expenses and other current assets |
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(583 |
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(436 |
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Other assets |
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(1,063 |
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(358 |
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Accounts payable |
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16,199 |
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2,015 |
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Accrued compensation |
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(71 |
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(46 |
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Income taxes |
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704 |
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2,444 |
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Other accrued liabilities |
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318 |
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(617 |
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Net cash provided by operating activities |
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29,919 |
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2,574 |
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Cash flows from investing activities |
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Purchases of short-term investments |
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(3,989 |
) |
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(9,044 |
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Proceeds from sales and maturities of short-term investments |
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9,296 |
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19,006 |
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Proceeds from sales and maturities of non current investments |
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700 |
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1,625 |
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Purchases of property and equipment |
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(2,086 |
) |
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(2,941 |
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Net cash provided by investing activities |
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3,921 |
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8,646 |
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Cash flows from financing activities |
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Purchases of treasury stock |
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(25,471 |
) |
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Proceeds from issuance of common stock upon exercise of options
and stock purchase plan |
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3,255 |
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5,218 |
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Payroll taxes for deferred stock units |
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(620 |
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(593 |
) |
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Net cash provided by (used in) financing activities |
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(22,836 |
) |
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4,625 |
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Net increase in cash and cash equivalents |
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11,004 |
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15,845 |
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Cash and cash equivalents at beginning of period |
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169,036 |
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96,218 |
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Cash and cash equivalents at end of period |
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$ |
180,040 |
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$ |
112,063 |
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Supplemental disclosures of cash flow information |
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Cash paid for income taxes |
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$ |
1,765 |
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$ |
1,001 |
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* |
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Reflects the retrospective application of the new accounting pronouncement
applicable to convertible debt instruments that can be settled in cash. See notes 1
and 8. |
See notes to condensed consolidated financial statements (unaudited).
5
SYNAPTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) and
U.S. generally accepted accounting principles. However, certain information or footnote
disclosures normally included in financial statements prepared in accordance with U.S. generally
accepted accounting principles have been condensed or omitted pursuant to such SEC rules and
regulations. In our opinion, the financial statements include all adjustments, which are of a
normal and recurring nature, necessary for the fair presentation of the results of the interim
periods presented. The results of operations for the interim periods are not necessarily
indicative of the operating results for the full fiscal year or any future period. These financial
statements should be read in conjunction with the audited consolidated financial statements and
related notes included in our annual report on Form 10-K for the fiscal year ended June 30, 2009.
The consolidated financial statements include our financial statements and those of our wholly
owned subsidiaries. All significant intercompany balances and transactions have been eliminated
upon consolidation.
Our fiscal year is the 52- or 53-week period ending on the last Saturday in June. Our fiscal
2010 will be a 52-week period ending on June 26, 2010, and our fiscal 2009 was a 52-week period
ending on June 27, 2009. The fiscal periods presented in this report were 13-week periods for the
three months ended September 26, 2009 and September 27, 2008. For ease of presentation, the
accompanying consolidated financial statements have been shown as ending on September 30 and
calendar quarter end dates for all annual, interim, and quarterly financial statement captions,
unless otherwise indicated.
Stock Split
On July 31, 2008, we announced a 3-for-2 stock split to be effected as a stock dividend. The
stock dividend was effective for stockholders of record on August 15, 2008 and was paid on
August 29, 2008. All share and per share amounts contained herein reflect the stock split, except
for treasury shares.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally
accepted accounting principles (U.S. GAAP) requires us to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those
related to revenue recognition, allowance for doubtful accounts, cost of revenue, inventories,
product warranty, share-based compensation costs, provision for income taxes, income taxes payable,
investments, and contingencies. We base our estimates on historical experience, applicable laws
and regulations, and various other assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.
Retrospective application of ASC 470-20
On July 1, 2009, we adopted ASC 470-20, formerly known as FSP APB 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion. This standard applies
to our 0.75% Convertible Senior Subordinated Notes. The adoption of this accounting standard,
which must be applied on a retrospective basis, results in a non-cash interest charge for all
periods presented in our financial statements during which the notes were outstanding.
Upon adoption of the new standard, and effective as of the issuance date of the Notes, we
recorded $39.4 million of the principal amount to equity, representing the debt discount for the
difference between our estimated nonconvertible debt borrowing rate of 8.5% at the time of issuance
and the coupon rate of the Notes using a five-year life, which coincides with the initial put
rights of the Note holders. The debt discount, recorded in additional paid-in capital, is
amortized over five years using the effective interest method. In addition, we allocated $1.4
million of the issuance costs to the equity component of the Notes and the remaining $2.9 million
of the issuance costs to the debt component of the Notes. The issuance costs were allocated
pro-rata based on the relative carrying amounts of the debt and equity components. The initial
$2.9 million of debt issuance costs allocated to the debt component are amortized as interest
expense over five years using the effective interest method.
6
2. Revenue Recognition
We recognize revenue from product sales when there is persuasive evidence that an arrangement
exists, delivery has occurred and title has transferred, the price is fixed or determinable, and
collection is reasonably assured. We accrue for estimated sales returns and other allowances,
based on historical experience, at the time we recognize revenue. We record contract revenue for
research and development as we provide the services under the terms of the contract. We recognize
non-refundable contract fees for which no further performance obligations exist and for which there
is no continuing involvement by us on the earlier of when the payments are received or when
collection is assured.
3. Net Income Per Share
We present basic and diluted net income per share amounts in conformity with U.S. GAAP for all
periods presented.
The following table presents the computation of basic and diluted net income per share (in
thousands, except per share amounts):
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Three Months Ended |
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September 30, |
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2009 |
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2008* |
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Numerator: |
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Basic and diluted net income |
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$ |
9,804 |
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$ |
12,711 |
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Denominator: |
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Shares, basic |
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34,341 |
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33,640 |
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Effect of dilutive share-based awards |
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1,627 |
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1,819 |
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Shares, diluted |
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35,968 |
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35,459 |
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Net income per share: |
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|
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Basic |
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$ |
0.29 |
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$ |
0.38 |
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Diluted |
|
$ |
0.27 |
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$ |
0.36 |
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* |
|
Reflects the retrospective application of the new accounting pronouncement
applicable to convertible debt instruments that can be settled in cash. See notes
1 and 8. |
Basic net income per share amounts for each period presented have been computed using the
weighted average number of shares of common stock outstanding.
Our basic net income per share amounts for each period presented have been computed using the
weighted average number of shares of common stock outstanding. Our diluted net income per share
amounts for each period presented include the weighted average effect of potentially dilutive
shares. We use the treasury stock method to determine the dilutive effect of our stock options,
deferred stock units, and convertible notes. Under the treasury stock method, shares associated
with our convertible notes will be included in the calculation of diluted net income per share only
if the weighted average price of our common stock exceeds $33.69 during the reporting period.
During the periods presented in the table above, the average common stock price did not exceed
$33.69.
Dilutive net income per share amounts do not include the weighted average effect of 2,899,824
and 2,006,614 share-based awards that were outstanding during the three months ended September 30,
2009 and 2008, respectively. These share-based awards were not included in the computation of
diluted net income per share because the proceeds received, if any, from such share-based awards
combined with the average unamortized compensation costs adjusted for the hypothetical tax benefit
or deficiency creditable or chargeable, respectively, to additional paid-in capital, were greater
than the average market price of our common stock, and therefore, their effect would have been
antidilutive.
4. Cash Equivalents, Short-Term Investments, and Auction Rate Securities Investments
Cash equivalents consist of highly liquid investments with original maturities of three months
or less. Short-term investments consist of marketable securities and are classified as securities
available for sale in accordance with U.S. GAAP. Included in our non-current investments are
auction rate securities, or ARS. Our short-term and non-current investments are reported at fair
value, with unrealized gains and losses excluded from earnings and shown separately as a
component of accumulated other comprehensive income within stockholders equity. We charge an
other-than-temporary decline in the fair value of a debt security to earnings if the decline is due
to a credit loss or to other
7
comprehensive income if the decline is due to a noncredit loss,
resulting in the establishment of a new cost basis for the debt security. We charge
other-than-temporary declines in the fair value of equity securities to earnings. We include
interest earned on marketable securities in interest income. We determine realized gains and
losses on the sale of marketable securities using the specific identification method.
Our ARS investments, which have a par value of $41.8 million, have failed to settle in
auctions beginning in September 2007. These investments are not liquid, and in the event we need
to access these funds, we will not be able to do so without a loss of principal, unless redeemed by
the issuers or a future auction on these investments is successful. During the quarter ended
September 30, 2009, $700,000 of our ARS investments were redeemed at par and we recognized a gain
of $6,000 on the redemption of these investments, which is included in impairment of investments,
net on the accompanying consolidated statements of income.
As there are currently no active markets for our various failed ARS investments, we have
estimated the fair value of these investments as of September 30, 2009 based on a trinomial
discounted cash flow analysis. The analysis considered, among other factors, the collateral
underlying the security investments, creditworthiness of the counterparty, timing of expected
future cash flows, and the probability of a successful auction in a future period. When possible,
our failed ARS investments were compared to other observable market data or securities with similar
characteristics.
Contractual maturities for our ARS investments are generally greater than eight years, with
fair value of $9.2 million maturing from 2015 to 2017, $9.2 million maturing from 2034 to 2045, and
$10.4 million maturing thereafter or having no stated maturity. Of our ARS investments, $34.3
million par value are investment grade, and the remaining $7.5 million par value are below
investment grade. In connection with our fair value analysis for the quarter ended September 30,
2009, we recorded a $449,000 other-than-temporary impairment charge on our ARS investments in
preferred stock, reducing the carrying value to zero.
We estimated the fair value of our ARS investments based on the following: (i) the underlying
structure of each investment; (ii) the present value of future principal and interest payments
discounted at rates considered to reflect current market conditions; (iii) consideration of the
probabilities of default, passing a future auction, or redemption at par for each period; and
(iv) estimates of the recovery rates in the event of default for each investment. Our estimate of
the fair value of our ARS investments could change materially from period to period based on future
market conditions.
The following table sets forth the various types of failed ARS investments we held as of
September 30, 2009, including the original cost basis, other-than-temporary impairment included in
other comprehensive income, other-than-temporary impairment included in retained earnings, new cost
basis, unrealized gain, and fair value (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Other-than- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
temporary Impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included |
|
|
Included |
|
|
|
|
|
|
|
|
|
|
|
|
Original |
|
|
in Other |
|
|
in |
|
|
New |
|
|
|
|
|
|
|
|
|
Cost |
|
|
Comprehensive |
|
|
Retained |
|
|
Cost |
|
|
Unrealized |
|
|
Fair |
|
|
|
Basis |
|
|
Income |
|
|
Earnings |
|
|
Basis |
|
|
Gain |
|
|
Value |
|
Student
loans |
|
$ |
9,850 |
|
|
$ |
639 |
|
|
$ |
262 |
|
|
$ |
8,949 |
|
|
$ |
262 |
|
|
$ |
9,211 |
|
Closed end municipal
and corporate
funds |
|
|
11,425 |
|
|
|
1,189 |
|
|
|
93 |
|
|
|
10,143 |
|
|
|
276 |
|
|
|
10,419 |
|
Credit linked notes |
|
|
13,500 |
|
|
|
156 |
|
|
|
8,765 |
|
|
|
4,579 |
|
|
|
2,817 |
|
|
|
7,396 |
|
Preferred stock |
|
|
5,000 |
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipals |
|
|
2,000 |
|
|
|
203 |
|
|
|
83 |
|
|
|
1,714 |
|
|
|
114 |
|
|
|
1,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ARS |
|
$ |
41,775 |
|
|
$ |
2,187 |
|
|
$ |
14,203 |
|
|
$ |
25,385 |
|
|
$ |
3,469 |
|
|
$ |
28,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We have accounted for all of our ARS investments as non-current as we are not able to
reasonably determine when the ARS markets will recover or be restructured. Based on our ability to
access our cash and other short-term investments, our expected operating cash flows, and our other
sources of cash, we have the intent and ability to hold these investments until the value recovers
or the investments mature. We will continue to monitor our ARS investments in light of the current
debt market environment and evaluate our accounting for these investments quarterly. Subsequent
to recording other-than-temporary impairment charges, certain of our ARS investments have
increased in value above their new cost bases, and this increase is included as unrealized gain
above and in accumulated other comprehensive income/(loss) in the accompanying consolidated balance
sheet.
8
5. Fair Value of Cash Equivalents and Investments
Effective the beginning of fiscal 2009, we adopted the fair value option for financial
assets and liabilities recognized or disclosed at fair value on a recurring basis. For other
financial assets and liabilities which are not recognized or disclosed at fair value on a recurring
basis, we elected not to apply fair value option. Effective the beginning of fiscal 2010, we
adopted the fair value option for non-financial assets and liabilities. The adoption of the fair
value option for non-financial assets and liabilities did not have a material impact on our
consolidated financial position, results of operations, or cash flows.
Current accounting standards establish a consistent framework for measuring fair value on
either a recurring or nonrecurring basis in which inputs, used in valuation techniques, are
assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
|
|
|
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets
or liabilities in active markets. |
|
|
|
Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets
that are not active; quoted prices for similar assets or liabilities in active markets;
inputs other than quoted prices that are observable for the assets or liabilities; or
inputs that are derived principally from or corroborated by observable market data by
correlation or other means. |
|
|
|
Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation
techniques used to determine fair value. These assumptions must be consistent with market
participant assumptions that are reasonably available. Our Level 3 assets consist of
long-term ARS investments. We estimated the fair value of our ARS investments based on
the following: (i) the underlying structure of each investment; (ii) the present value of
future principal and interest payments discounted at rates considered to reflect current
market conditions; (iii) consideration of the probabilities of default, passing a future
auction, or repurchase at par for each period; and (iv) estimates of the recovery rates in
the event of default for each investment. |
The following table summarizes our financial assets and liabilities measured at fair value on
a recurring basis, by level within the fair value hierarchy, as of September 30, 2009 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Money market |
|
$ |
171,794 |
|
|
$ |
|
|
|
$ |
|
|
Commercial paper |
|
|
|
|
|
|
2,699 |
|
|
|
|
|
U.S. Treasury bills |
|
|
|
|
|
|
7,990 |
|
|
|
|
|
Municipal securities |
|
|
|
|
|
|
12,830 |
|
|
|
|
|
Auction rate securities |
|
|
|
|
|
|
|
|
|
|
28,854 |
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities |
|
$ |
171,794 |
|
|
$ |
23,519 |
|
|
$ |
28,854 |
|
|
|
|
|
|
|
|
|
|
|
The following table provides a summary of changes in fair value of our Level 3 financial
assets as of September 30, 2009 (in thousands):
|
|
|
|
|
Balance as of June 30, 2009 |
|
$ |
28,767 |
|
Net change in other comprehensive income from Level 3 financial assets |
|
|
1,230 |
|
Other than temporary impairment, net |
|
|
(443 |
) |
Redemptions |
|
|
(700 |
) |
|
|
|
|
Balance as of September 30, 2009 |
|
$ |
28,854 |
|
|
|
|
|
There were no transfers in or out of our Level 3 assets during first quarter ended September
30, 2009.
9
The fair values of our cash equivalents, accounts receivable, accounts payable, and accrued
liabilities approximate their carrying values because of the short-term nature of those
instruments. We base the fair value of short-term investments on current trading values and the
fair value of our auction rate securities on a discounted cash flow model.
6. Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or market (estimated
net realizable value) and consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2009 |
|
Raw materials |
|
$ |
10,778 |
|
|
$ |
9,217 |
|
Finished goods |
|
|
4,900 |
|
|
|
5,733 |
|
|
|
|
|
|
|
|
|
|
$ |
15,678 |
|
|
$ |
14,950 |
|
|
|
|
|
|
|
|
Periodically, we purchase inventory from our contract manufacturers when a customer
delays its delivery schedule or cancels its order. In those circumstances in which our customer has
cancelled its order and we purchase inventory from our contract manufacturers, we consider a
write-down to reduce the carrying value of the inventory purchased to its net realizable value. We
charge write-downs to reduce the carrying value of obsolete, slow moving, and non-usable inventory
to net realizable value to cost of revenue. The effect of these write-downs is to establish a new
cost basis in the related inventory, which we do not subsequently write up.
7. Product Warranties, Indemnifications, and Contingencies
Product Warranties
We generally warrant our products for a period of 12 months or more from the date of sale and
estimate probable product warranty costs at the time we recognize revenue. Factors that affect our
warranty liability include historical and anticipated rates of warranty claims, materials usage,
and service delivery costs. Warranty costs incurred have not been material in recent years.
However, we assess the adequacy of our warranty obligations periodically and adjust the accrued
warranty liability on the basis of our estimates.
Indemnifications
In connection with certain third-party agreements we have executed in the past, we are
obligated to indemnify the third party in connection with any technology infringement by us. We
have also entered into indemnification agreements with our officers and directors. Maximum
potential future payments cannot be estimated because these agreements do not have a maximum stated
liability. However, historical costs related to these indemnification provisions have not been
significant. We have not recorded any liability in our consolidated financial statements for such
indemnification obligations.
Contingencies
We may receive notices from third parties that claim our products infringe their rights. From
time to time, we receive notice from third parties alleging infringement of their intellectual
property rights. We cannot be certain that our technologies and products do not and will not
infringe issued patents or other proprietary rights of third parties.
Any infringement claims, with or without merit, could result in significant litigation costs
and diversion of management and financial resources, including the payment of damages, which could
have a material adverse effect on our business, financial condition, and results of operations. In
October 2008, we entered into a settlement and cross-license agreement with a competitor, which
settled all disputes between the parties and granted each party irrevocable, non-transferable,
non-assignable, non-exclusive, worldwide rights to certain patents over their remaining lives. The
impact of the settlement was not material to our financial results and is not expected to have
a material impact on our future cash flows, results of operations, or financial position.
10
8. Convertible Senior Subordinated Notes
In December 2004, we issued an aggregate of $125 million of 0.75% Convertible Senior
Subordinated Notes maturing December 1, 2024 (the Notes) in a private offering pursuant to Rule
144A under the Securities Act of 1933, as amended. In connection with issuing the Notes, we
incurred debt issuance costs of $4.3 million, consisting primarily of the initial purchasers
discount and costs related to legal, accounting, and printing, which are being amortized over five
years. We used the net proceeds for working capital and general corporate purposes.
During fiscal 2009, we repurchased and retired $59.7 million of our outstanding Notes at a
discount of approximately 7%. This resulted in a $1.1 million net loss on retirement of debt after
deducting the associated unamortized debt discount and debt issuance costs. The remaining $65.3
million par value of our Notes was reclassified to a current liability as our noteholders have the
right to require us to repurchase all or a portion of their notes for cash on December 1, 2009.
The Notes bear interest at a rate of 0.75% per annum payable on December 1 and June 1 of each
year. However, we will pay additional contingent interest on the Notes if the average trading
price of the Notes is at or above 120% of the principal amount of the Notes for a specified period
beginning with the six-month period commencing December 1, 2009. The amount of contingent interest
payable on the Notes with respect to a six-month period, for which contingent interest applies,
will equal 0.375% per annum of the average trading price of the Notes for a specified five
trading-day period preceding such six-month period.
As a result of our irrevocable election in April 2007 to cash settle the principal amount of
the Notes, no shares of common stock will be issued to settle the principal amount of the Notes and
cash or common stock may be used to settle the value of the Notes in excess of $125 million, if
any. Accordingly, we include diluted shares underlying the Notes in our diluted net income per
share calculation only when the average closing stock price for the accounting period exceeds the
conversion price of the Notes, which is currently $33.69 per share.
The Notes may be converted (1) if, during any calendar quarter commencing after December 31,
2004, the last reported sale price of our common stock for at least 20 trading days in the period
of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is
greater than or equal to 120% of the applicable conversion price on such last trading day; (2) on
or after January 1, 2020; (3) if we have called the Notes for redemption; or (4) during prescribed
periods, upon the occurrence of specified corporate transactions or fundamental changes. On or
after December 1, 2009, we may redeem for cash all or a portion of the Notes at a redemption price
of 100% of the principal amount of the Notes plus accrued and unpaid interest, including contingent
interest and additional interest, if any. Noteholders have the right to require us to repurchase
all or a portion of their Notes for cash on December 1, 2009, December 1, 2014, and December 1,
2019 at a price equal to 100% of the principal amount of the Notes to be purchased plus accrued and
unpaid interest, including contingent interest and additional interest, if any. As of September
30, 2009, none of the conditions for conversion of the Notes had occurred.
The Notes are unsecured senior subordinated obligations and rank junior in right of payment to
all of our existing and future senior indebtedness, equal in right of payment with all of our
existing and future indebtedness or other obligations that are not, by their terms, either senior
or subordinated to the Notes, including trade debt and other general unsecured obligations that do
not constitute senior or subordinated indebtedness, and senior in right of payment to all of our
future indebtedness that, by its terms, is subordinated to the Notes. There are no financial
covenants in the Notes.
Interest expense includes the amortization of debt discount and debt issuance costs. We
recorded $1.4 million and $2.5 million of interest expense on the Notes during each of the
three-month periods ended September 30, 2009 and 2008, respectively.
On July 1, 2009, we adopted ASC 470-20, the new accounting standard applicable to convertible
debt that can be settled in cash. This standard applies to our 0.75% Convertible Senior
Subordinated Notes. The adoption of this accounting standard, which must be applied on a
retrospective basis, results in a non-cash interest charge for all periods presented in our
financial statements during which the notes were outstanding. This standard requires issuers of
convertible notes that can be settled in cash to separately account for the liability and equity
components of such convertible notes in a manner that reflects the entitys nonconvertible debt
borrowing rate. Prior to the application of the standard, the liability of the Notes was carried
at its par value, and only the contractual interest and amortization of debt issuance costs were
recognized in condensed consolidated statements of income.
Upon adoption of the new standard, and effective as of the issuance date of the Notes, we
recorded $39.4 million of the principal amount to equity, representing the debt discount for the
difference between our estimated nonconvertible
11
debt borrowing rate of 8.5% at the time of issuance and the coupon rate of the Notes using a
five-year life, which coincides with the initial put rights of the Note holders. This debt
discount, recorded in additional paid-in capital, is amortized as interest expense over five years
using the effective interest method. In addition, we allocated $1.4 million of the issuance costs
to the equity component of the Notes and the remaining $2.9 million of the issuance costs to the
debt component of the Notes. The issuance costs were allocated pro-rata based on the relative
carrying amounts of the debt and equity components. The initial $2.9 million of debt issuance
costs allocated to the debt component are amortized as interest expense over five years using the
effective interest.
As of September 30, 2009, the remaining amortization period of the discount and debt issuance
costs is approximately two months, and the if-converted value of the Notes does not exceed the
principal amount of the Notes.
As of September 30, 2009 and June 30, 2009, the liability and equity components of the Notes
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2009 |
|
Principal amount of outstanding Notes |
|
$ |
65,303 |
|
|
$ |
65,303 |
|
Unamortized discount |
|
|
838 |
|
|
|
2,069 |
|
|
|
|
|
|
|
|
Liability component of outstanding Notes, net |
|
$ |
64,465 |
|
|
$ |
63,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity component of outstanding Notes |
|
|
20,591 |
|
|
|
20,591 |
|
The contractual interest expense and amortization of discount for the Notes for the three
months ended September 30, 2009 and 2008 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2009 |
|
|
2008 |
|
Interest expense |
|
$ |
122 |
|
|
$ |
234 |
|
Amortization of debt issuance costs |
|
|
70 |
|
|
|
140 |
|
Amortization of discount |
|
|
1,231 |
|
|
|
2,167 |
|
|
|
|
|
|
|
|
Total interest |
|
$ |
1,423 |
|
|
$ |
2,541 |
|
|
|
|
|
|
|
|
Impact of Retrospective Application of New Accounting Standard
The retrospective application of the accounting standard resulted in the following adjustments
to our condensed consolidated balance sheet as on June 30, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting |
|
|
|
|
As |
|
Standard |
|
As |
|
|
Reported |
|
Impact |
|
Revised |
Other assets |
|
$ |
25,343 |
|
|
$ |
(71 |
) |
|
$ |
25,272 |
|
Total assets |
|
|
376,221 |
|
|
|
(71 |
) |
|
|
376,150 |
|
Current deferred tax liability |
|
|
9,419 |
|
|
|
806 |
|
|
|
10,225 |
|
Note payable |
|
|
65,303 |
|
|
|
(2,069 |
) |
|
|
63,234 |
|
Total current liabilities |
|
|
136,323 |
|
|
|
(1,263 |
) |
|
|
135,060 |
|
Additional paid in capital |
|
|
270,962 |
|
|
|
22,704 |
|
|
|
293,666 |
|
Retained earnings |
|
|
187,666 |
|
|
|
(21,512 |
) |
|
|
166,154 |
|
Total stockholders equity |
|
|
221,414 |
|
|
|
1,192 |
|
|
|
222,606 |
|
Total liabilities and stockholders equity |
|
|
376,221 |
|
|
|
(71 |
) |
|
|
376,150 |
|
12
The retrospective application of the accounting standard resulted in the following adjustments
to our condensed consolidated income statement, basic and diluted net income per share, and
effective tax rate for the three months ended September 30, 2008 (in thousands, except per share
data, and effective tax rate):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting |
|
|
|
|
As |
|
Standard |
|
As |
|
|
Reported |
|
Impact |
|
Revised |
Interest expense |
|
$ |
(449 |
) |
|
$ |
(2,092 |
) |
|
$ |
(2,541 |
) |
Provision for taxes |
|
|
(3,068 |
) |
|
|
844 |
|
|
|
(2,224 |
) |
Net income |
|
|
13,959 |
|
|
|
(1,248 |
) |
|
|
12,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
0.41 |
|
|
|
(0.03 |
) |
|
|
0.38 |
|
Diluted |
|
|
0.39 |
|
|
|
(0.03 |
) |
|
|
0.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
18.0 |
% |
|
|
-3.1 |
% |
|
|
14.9 |
% |
The retrospective application of the accounting standard resulted in the following adjustments
to our condensed consolidated statement of cash flows for the three months ended September 30, 2008
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting |
|
|
|
|
As |
|
Standard |
|
As |
|
|
Reported |
|
Impact |
|
Revised |
Net income |
|
$ |
13,959 |
|
|
$ |
(1,248 |
) |
|
$ |
12,711 |
|
Amortization of debt issuance costs |
|
|
215 |
|
|
|
(75 |
) |
|
|
140 |
|
Deferred taxes |
|
|
(371 |
) |
|
|
(844 |
) |
|
|
(1,215 |
) |
Amortization of debt discount |
|
|
|
|
|
|
2,167 |
|
|
|
2,167 |
|
9. Share-Based Compensation
The purpose of our various share-based compensation plans is to attract, motivate, retain, and
reward high-quality employees, directors, and consultants by enabling such persons to acquire or
increase their proprietary interest in our common stock in order to strengthen the mutuality of
interests between such persons and our stockholders and to provide such persons with annual and
long-term performance incentives to focus their best efforts in the creation of stockholder value.
Consequently, share-based compensatory awards issued subsequent to the initial award to our
employees and consultants are determined primarily on individual performance. Our share-based
compensation plans with outstanding awards consist of our 1996 Stock Option Plan, our 2000
Nonstatutory Stock Option Plan, our 2001 Incentive Compensation Plan, as amended, and our 2001
Employee Stock Purchase Plan, as amended.
Share-based compensation and the related tax benefit recognized in our consolidated statements
of income for the three months ended September 30, 2009 and 2008 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2009 |
|
|
2008 |
|
Cost of revenue |
|
$ |
448 |
|
|
$ |
411 |
|
Research and development |
|
|
2,798 |
|
|
|
2,016 |
|
Selling, general, and administrative |
|
|
3,802 |
|
|
|
3,454 |
|
|
|
|
|
|
|
|
Total |
|
$ |
7,048 |
|
|
$ |
5,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit recorded on share-based compensation |
|
$ |
2,201 |
|
|
$ |
1,968 |
|
|
|
|
|
|
|
|
We utilize the Black-Scholes option pricing model to estimate the grant date fair value
of certain employee share-based compensatory awards, which requires the input of highly subjective
assumptions, including expected volatility and expected life. Historical and implied volatilities
were used in estimating the fair value of our share-based awards, while
13
the expected life of our
options and estimated forfeitures for shared-based awards that are not expected to vest were
estimated based on historical trends since our initial public offering. Changes in these inputs
and assumptions can materially affect the measure of estimated fair value of our share-based
compensation. We charge the estimated fair value less estimated forfeitures to earnings on a
straight-line basis over the vesting period of the underlying awards, which is generally four years
for our stock options and deferred stock units and up to two years for our employee stock purchase
plan. The Black-Scholes option pricing model was developed for use in estimating the fair value of
traded options having no vesting restrictions and being fully transferable. As our stock option
and employee stock purchase plan awards have characteristics that differ significantly from traded
options and, as changes in the subjective assumptions can materially affect the estimated value,
our estimate of fair value may not accurately represent the value assigned by a third party in an
arms-length transaction. While our estimate of fair value and the associated charge to earnings
materially affects our results of operations, it has no impact on our cash position.
In accordance with U.S. GAAP, we recognize tax benefit upon expensing certain share-based
awards associated with our share-based compensation plans, including nonqualified stock options and
deferred stock units, but we cannot recognize tax benefit concurrent with the recognition of
share-based compensation expenses associated with incentive stock options and employee stock
purchase plan shares (qualified stock options). For qualified stock options that vested after we
began expensing share-based compensation, we recognize tax benefit only in the period when
disqualifying dispositions of the underlying stock occur, which historically has been up to several
years after vesting and in a period when our stock price substantially increases. For qualified
stock options that vested prior to when we began expensing share-based compensation, we record the
tax benefit directly to additional paid-in capital.
We determine excess tax benefit using the long-haul method in which we compare the actual tax
benefit associated with the tax deduction from share-based award activity to the hypothetical tax
benefit on the grant date fair values of the corresponding share-based awards. Under the current
accounting standard, tax benefit associated with excess tax deduction creditable to additional
paid-in capital is not recognized until the deduction reduces taxes payable. Accordingly, no tax
benefit related to excess tax deductions from qualified stock options was recognized during the
quarter ended September 30, 2009.
Historically, we have issued new shares in connection with our share-based compensation plans;
however, 10,088,100 treasury shares were also available for issuance as of September 30, 2009. Any
additional shares repurchased under our stock repurchase program would be available for issuance
under our share-based compensation plans.
Stock Options
Our share-based compensation plans with outstanding stock option awards include our 1996 Stock
Option Plan, our 2000 Nonstatutory Stock Option Plan, and our 2001 Incentive Compensation Plan, as
amended, (the Plans). Under the Plans, we may grant employees, consultants, and directors
incentive stock options or nonqualified stock options to purchase shares of our common stock at not
less than 100% or 85% of the fair market value, respectively, on the date of grant. Stock options
granted to our employees generally are incentive stock options, or qualified options under the
internal revenue code, subject to calendar year vesting limitations with any balance being
nonqualified stock options.
The following table summarizes stock option activity and weighted average exercise prices for
the three months ended September 30, 2009, and for options outstanding and options exercisable, the
weighted average exercise prices and the aggregate intrinsic value as of September 30, 2009. The
aggregate intrinsic value is based on the closing price of our common stock on September 25, 2009
and excludes stock options with exercise prices above the closing price of $26.12.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option |
|
|
Average |
|
|
Intrinsic |
|
|
|
Awards |
|
|
Exercise |
|
|
Value |
|
|
|
Outstanding |
|
|
Price |
|
|
(thousands) |
|
Balance at June 30, 2009 |
|
|
6,770,312 |
|
|
$ |
20.86 |
|
|
|
|
|
Granted |
|
|
745,250 |
|
|
|
25.50 |
|
|
|
|
|
Exercised |
|
|
(68,861 |
) |
|
|
15.00 |
|
|
|
|
|
Forfeited |
|
|
(1,920 |
) |
|
|
15.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2009 |
|
|
7,444,781 |
|
|
|
21.38 |
|
|
$ |
44,921 |
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at September 30, 2009 |
|
|
3,562,709 |
|
|
$ |
17.27 |
|
|
$ |
34,107 |
|
|
|
|
|
|
|
|
|
|
|
|
14
Options issued under the Plans generally vest 25% at the end of 12 months from the vesting
commencement date and approximately 2% each month thereafter until fully vested at the end of 48
months from the vesting commencement date. Options not exercised ten years after the date of grant
are cancelled.
Deferred Stock Units
Our 2001 Incentive Compensation Plan, as amended, (2001 Plan) enables us to grant deferred
stock units (DSUs) to our employees, consultants, and directors. A DSU is a promise to deliver
shares of our common stock at a future date in accordance with the terms of the DSU grant
agreement. We began granting DSUs in January 2006.
The following table summarizes DSU activity, including DSUs granted, delivered, and forfeited,
during the three months ended September 30, 2009, and the balance and aggregate intrinsic value of
DSUs as of September 30, 2009.
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
Aggregate |
|
|
Stock Unit |
|
Intrinsic |
|
|
Awards |
|
Value |
|
|
Outstanding |
|
(in thousands) |
Balance at June 30, 2009 |
|
|
738,258 |
|
|
|
|
|
Granted |
|
|
155,671 |
|
|
|
|
|
Delivered |
|
|
(80,795 |
) |
|
|
|
|
Forfeited |
|
|
(11,250 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2009 |
|
|
801,884 |
|
|
$ |
20,945 |
|
|
|
|
|
|
|
|
|
|
Of the shares delivered, 25,885 shares valued at $620,000 were withheld to meet statutory
minimum tax withholding requirements. The aggregate intrinsic value is based on the closing price
of our common stock on September 25, 2009 of $26.12.
DSUs granted under the 2001 Plan generally vest 25% at the end of 12 months from the
vesting commencement date and at a rate of approximately 6% each quarter thereafter until fully
vested at the end of four years from the vesting commencement date. Delivery of shares under the
plan takes place on the quarterly vesting dates. At the delivery date, we withhold shares to cover
statutory minimum tax withholding by delivering a net number of shares. Until delivery of shares,
the grantee has no rights as a stockholder.
An election to defer delivery of the underlying shares for unvested DSUs can be made provided
the deferral election is made at least one year before vesting and the deferral period is at least
five years from the scheduled delivery date.
Employee Stock Purchase Plan
Our 2001 Employee Stock Purchase Plan, as amended, (ESPP) became effective on January 29,
2002, the effective date of the registration statement for our initial public offering. The ESPP
allows employees to designate up to 15% of their base compensation, subject to legal restrictions
and limitations, to purchase shares of common stock at 85% of the lesser of the fair market value
(FMV) at the beginning of the offering period or the exercise date. The offering period extends
for up to two years and includes four exercise dates occurring at six month intervals. Under the
terms of the plan, if the FMV at an exercise date is less than the FMV at the beginning of the
offering period, the current offering period will terminate and a new two-year offering period will
commence.
The following table summarizes the shares purchased, weighted average purchase price, cash
received, and the aggregate intrinsic value for ESPP purchases during the three-month period ended
September 30, 2009 (in thousands, except for shares purchased and weighted average purchase price):
|
|
|
|
|
Shares purchased |
|
|
153,854 |
|
Weighted average purchase price |
|
$ |
14.44 |
|
Cash received |
|
$ |
2,222 |
|
Aggregate intrinsic value |
|
$ |
3,724 |
|
In accordance with U.S. GAAP, the early termination of an offering period followed by the
commencement of a new offering period represents a modification to the terms of the underlying
awards. Under the terms of our ESPP, the offering period that commenced on July 1, 2007 was
terminated on December 31, 2008 and a new offering period
15
commenced on January 1, 2009. The
December 31, 2008 modification affected approximately 257 employees. The modification resulted in
incremental compensation costs, which are not material and which will be recognized on a
straight-line basis over the two-year period ending December 31, 2010.
10. Income Taxes
We account for income taxes under the asset and liability method. We consider the operating
earnings of our foreign subsidiaries to be indefinitely invested outside the United States.
Accordingly, no provision has been made for the U.S. federal, state, or foreign taxes that may
result from future remittances of undistributed earnings of our foreign subsidiaries.
The provision for income taxes of $3.2 million and $2.2 million for the three months ended
September 30, 2009 and 2008, respectively, represented estimated federal, foreign, and state taxes.
The effective tax rate for the three months ended September 30, 2009 was 24.9% and diverged from
the combined federal and state statutory rate primarily because of increased foreign income taxed
at lower tax rates, the benefit of research tax credits, the release of unrecognized tax benefits,
and the impact of tax-exempt interest income, partially offset by foreign withholding taxes, net
unrecognized tax benefit associated with qualified stock options, the impairment of an investment
for which a full valuation allowance was established, and the establishment of a valuation
allowance on certain deferred tax assets. The effective tax rate for the three months ended
September 30, 2008 was 14.9% and diverged from the combined federal and state statutory rate
primarily as a result of increased foreign income taxed at lower tax rates, net recognized tax
benefit associated with qualified stock options, the benefit of research tax credits, and the
impact of tax-exempt interest income, partially offset by foreign withholding taxes.
Unrecognized Tax Benefits
The total liability for gross unrecognized tax benefits as of June 30, 2009 was $18.0 million.
The liability for gross unrecognized tax benefit decreased $344,000 during this quarter to $17.6
million and all of this amount would affect the effective tax rate on income from continuing
operations, if recognized. The net decrease of $344,000 consisted of an increase of $661,000
related to prior year tax positions offset by the release of $1.0 million of gross unrecognized tax
benefits. The total interest and penalties accrued related to unrecognized tax benefits as of June
30, 2009 was $1.0 million. The liability for gross interest expense and penalties was increased by
$140,000 to $1.1 million during the September quarter. We classify interest and penalties, if any,
as components of income tax expense.
No material unrecognized tax benefit is expected to be paid within one year, and we cannot
make a reliable estimate when cash settlement with a taxing authority may occur. Any prospective
adjustments to our unrecognized tax benefits will be recorded as an increase or decrease to income
tax expense and cause a corresponding change to our effective tax rate. Accordingly, our effective
tax rate could fluctuate materially from period to period.
It is reasonably possible that the amount of the liability for unrecognized tax benefits may
change within the next 12 months. An estimate of the range of possible changes cannot be made at
this time because of the high uncertainty of the resolution of our tax positions with the various
tax jurisdictions in which we operate. Accordingly, the unrecognized tax benefits from prior year
tax positions that may be necessary to accrue or deaccrue for the next 12 months cannot be
reasonably estimated at this time.
Currently, we are required to file federal and state income tax returns in the United States
and foreign tax jurisdictions in which we operate. Our major tax jurisdictions are the United
States, California, and Hong Kong SAR. The fiscal years that remain subject to examination by these
jurisdictions are fiscal years 2002 and onward. In September 2007, we were notified by the state of
California Franchise Tax Board that our fiscal 2004 and 2005 returns were subject to audit, and in
June 2009 we were notified by the Franchise Tax Board that the audit would be submitted for final
approval without adjustment. In addition, we filed several objection letters to the Inland Revenue
Department of Hong Kong, protesting the amount of assessed tax for fiscal 2007. The Department is
currently reviewing our case.
11. Segment, Customers, and Geographic Information
We operate in one segment: the development, marketing, and sale of custom-designed capacitive
interface solutions that enable people to interact more easily and intuitively with a wide variety
of electronic devices and products. We generate our revenue from two broad product categories:
the PC market and digital lifestyle product markets. The PC market accounted for 62% and 72% of
net revenue for the three months ended September 30, 2009 and 2008, respectively.
16
The following is a summary of net revenue from sales to unaffiliated customers within
geographic areas based on the customer location (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2009 |
|
|
2008 |
|
China |
|
$ |
95,733 |
|
|
$ |
74,464 |
|
Taiwan |
|
|
6,011 |
|
|
|
18,642 |
|
Korea |
|
|
9,632 |
|
|
|
16,034 |
|
Other |
|
|
8,216 |
|
|
|
6,717 |
|
|
|
|
|
|
|
|
|
|
$ |
119,592 |
|
|
$ |
115,857 |
|
|
|
|
|
|
|
|
Major customer net revenue data as a percentage of net revenue:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
September 30, |
|
|
2009 |
|
2008 |
Customer A |
|
|
12 |
% |
|
|
12 |
% |
Customer B |
|
|
11 |
% |
|
|
* |
|
Customer C |
|
|
* |
|
|
|
11 |
% |
Customer D |
|
|
* |
|
|
|
10 |
% |
Customer E |
|
|
* |
|
|
|
10 |
% |
Major customer accounts receivable as a percentage of accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
As of |
|
|
September 30, |
|
June 30, |
|
|
2009 |
|
2009 |
Customer A |
|
|
15 |
% |
|
|
* |
|
Customer B |
|
|
12 |
% |
|
|
11 |
% |
Customer C |
|
|
* |
|
|
|
20 |
% |
Customer D |
|
|
* |
|
|
|
11 |
% |
Customer E |
|
|
* |
|
|
|
10 |
% |
12. Comprehensive Income
Our comprehensive income generally consists of net income plus the effect of unrealized gains
and losses on our investments primarily due to reductions in market value of certain of our auction
rate securities and interest rate fluctuations on our fixed interest rate investments. In addition,
we recognize the noncredit portion of other-than-temporary impairment in comprehensive income. We
recognize remeasurement adjustments in our consolidated statement of income as the U.S. dollar is
the functional currency of our foreign entities.
17
Our comprehensive income for the three months ended September 30, 2009 and 2008 is as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
September 30, |
|
|
2009 |
|
2008 |
Net income |
|
|
9,804 |
|
|
|
12,711 |
|
Net unrealized gain/ (loss) on available-for-sale
investments, net of tax |
|
|
1,183 |
|
|
|
(889 |
) |
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
10,987 |
|
|
|
11,822 |
|
|
|
|
|
|
|
|
|
|
We recorded an unrealized gain of $1.2 million for the three months ended September 30,
2009 primarily related to the temporary recovery in fair value of certain ARS investments. When
evaluating our investments for possible impairment, we review factors such as the length of time
and extent to which fair value has been below cost basis, the financial condition of the issuer,
and our ability and intent to hold the investment for a period of time which may be sufficient for
anticipated recovery in market value. At the present time, the primary issue affecting all of our
ARS investments is that of liquidity. Based on our ability to access our cash and other short-term
investments, our expected operating cash flows, and our other sources of cash, we have the intent
and ability to hold these investments until the value recovers or the investments mature. We
evaluate our accounting for these investments quarterly.
13. Recent Accounting Pronouncements
In April 2009, the FASB issued FSP SFAS No. 107-1 and APB 28-1, Interim Disclosures about
Fair Value of Financial Instruments now referred to as ASC 825-10, which enhances consistency in
financial reporting by increasing the frequency of fair value disclosures. ASC 825-10 is effective
for interim and annual reporting periods ending after June 15, 2009. We adopted ASC 825-10 on
April 1, 2009, and its application did not have a material impact on our consolidated financial
position, results of operations, or cash flows.
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
CodificationTM and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162 (the Codification). The Codification, which was launched
on July 1, 2009, became the single source of authoritative nongovernmental U.S. GAAP, superseding
existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task
Force (EITF) and related literature. The Codification eliminates the GAAP hierarchy contained in
SFAS No. 162 and establishes one level of authoritative GAAP. All other literature is considered
non-authoritative. The Codification is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. We adopted the Codification in our quarter ended
September 30, 2009.
14. Subsequent Events
We have evaluated all events or transactions that occurred after September 30, 2009 through
the date of filing this report and determined there were no material recognizable subsequent
events. On October 28, 2009, we notified the holders of our 0.075% convertible notes of their
right to require us to repurchase all or a portion of their notes on December 1, 2009. In
connection with the notification we filed Schedule TO.
18
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements and Factors That May Affect Results
You should read the following discussion and analysis in conjunction with our condensed
consolidated financial statements and notes in Item 1 and with our audited consolidated financial
statements and notes included in our Annual Report on Form 10-K for the year ended June 30, 2009.
In addition to the historical information contained in this report, this report contains
forward-looking statements, including those related to market penetration and market share in the
notebook and digital lifestyle product markets; competition in the notebook and digital lifestyle
product markets; revenue from the notebook and digital lifestyle product markets; industry
estimates of growth rates of these markets; average selling prices; product design mix;
manufacturing costs; cost-improvement programs; gross margins; customer relationships; research and
development expenses; selling, general, and administrative expenses; legal proceedings; liquidity
and anticipated cash requirements; and our ability to provide local sales, operational, and
engineering support to customers. These forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially.
We caution that these statements are qualified by various factors that may affect future
results, including the following: economic conditions; changes in the market for our products and
the success of our customers products; our success in moving products from the design phase into
the manufacturing phase; changes in the competitive environment; infringement claims; warranty
obligations related to product failures; the failure of key technologies to deliver commercially
acceptable performance; our dependence on certain key markets; penetration into new markets; the
absence of both long-term purchase and supply commitments; and our lengthy development and product
acceptance cycles. This report should be read in conjunction with our Annual Report on Form 10-K
for the year ended June 30, 2009, including particularly Item 1A Risk Factors.
Overview
We are a leading worldwide developer and supplier of custom-designed capacitive interface
solutions that enable people to interact more easily and intuitively with a wide variety of mobile
computing, communications, entertainment, and other electronic devices. We believe our results to
date reflect the combination of our customer focus, the strength of our intellectual property, and
our engineering know-how, which allow us to develop or engineer products that meet the demanding
design specifications of OEMs.
Many of our customers have migrated their manufacturing operations from Taiwan to China, and
many of our OEM customers have established design centers in that region. With our expanded global
presence, including offices in China, Hong Kong, Japan, Korea, Switzerland, Taiwan, and the United
States, we are well positioned to provide local sales, operational, and engineering support
services to our existing customers, as well as potential new customers, on a global basis.
Our manufacturing operations are based on a variable cost model in which we outsource all of
our production requirements and generally drop ship our products directly to our customers from our
contract manufacturers facilities, eliminating the need for significant capital expenditures and
allowing us to minimize our investment in inventories. This approach requires us to work closely
with our contract manufacturers to ensure adequate production capacity to meet our forecasted
volume requirements. We provide our contract manufacturers with six-month rolling forecasts and
issue purchase orders based on our anticipated requirements for the next 90 days. However, we do
not have any long-term supply contracts with any of our contract manufacturers. We use three
third-party wafer manufacturers to supply wafers and two third-party packaging manufacturers to
package our proprietary ASICs. In certain cases, we rely on a single source or a limited number of
suppliers to provide other key components of our products. Our cost of revenue includes all costs
associated with the production of our products, including materials, logistics, manufacturing,
assembly, and test costs paid to third-party manufacturers and related overhead costs associated
with our indirect manufacturing operations personnel. Additionally, we charge all warranty costs,
yield losses, and any inventory provisions or write-downs to cost of revenue.
Our gross margin generally reflects the combination of the added value we bring to our OEM
customers products in meeting their custom design requirements and the impact of our ongoing
cost-improvement programs. These cost-improvement programs include reducing materials and
component costs and implementing design and process improvements. Our newly introduced products
may have lower margins than our more mature products, which have
19
realized greater benefits associated with our ongoing cost-improvement programs. As a result,
new product introductions may initially negatively impact our gross margin.
Our research and development expenses include costs for supplies and materials related to
product development, as well as the engineering costs incurred to design capacitive interface
solutions for OEM customers prior to and after their commitment to incorporate those solutions into
their products. These expenses have generally increased, reflecting our continuing commitment to
the technological and design innovation required to maintain our position in our existing markets
and to adapt our existing technologies or develop new technologies for new markets.
Selling, general, and administrative expenses include expenses related to sales, marketing,
and administrative personnel; internal sales and outside sales representatives commissions; market
and usability research; outside legal, accounting, and consulting costs; and other marketing and
sales activities. These expenses have generally increased, primarily reflecting incremental
staffing and related support costs associated with our increased business levels, growth in our
existing markets, and penetration into new markets.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with U.S. generally
accepted accounting principles requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue
recognition, allowance for doubtful accounts, cost of revenue, inventories, product warranty,
provision for income taxes, income taxes payable, intangible assets, and contingencies. We base
our estimates on historical experience, applicable laws, and various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different assumptions or
conditions.
The methods, estimates, interpretations, and judgments we use in applying our most critical
accounting policies can have a significant impact on the results that we report in our consolidated
financial statements. The SEC considers an entitys most critical accounting policies to be those
policies that are both most important to the portrayal of the entitys financial condition and
results of operations and those that require the entitys most difficult, subjective, or complex
judgments, often as a result of the need to make estimates about matters that are inherently
uncertain when estimated. We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated financial
statements.
Revenue Recognition
We recognize revenue from product sales when there is persuasive evidence that an arrangement
exists, delivery has occurred or title has transferred, the price is fixed or determinable, and
collection is reasonably assured. We accrue for estimated sales returns and other allowances,
based on historical experience, at the time we recognize revenue. We record contract revenue for
research and development as we provide the services under the terms of the contract. We recognize
non-refundable contract fees for which no further performance obligations exist and for which there
is no continuing involvement by us on the earlier of when the payments are received or when
collection is assured.
Investments
We account for investment securities in accordance with U.S. GAAP. The current accounting
standards require us to record available-for-sale securities at fair value, with unrealized gains
and losses being reported as a component of other comprehensive income, to assess whether our
investments with unrealized loss positions are other-than-temporarily impaired and to determine
whether an impairment of debt securities is other-than-temporary. We follow the hierarchal approach
to determine fair value of our investments, which we adopted at the beginning of fiscal 2009.
Fair value is defined as the price to be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. Our fair
value estimates consider, among other factors, the collateral underlying the security investments,
creditworthiness of the counterparty, timing of expected future cash flows, and, in the case of
ARS, the probability of a successful auction in a future period. We follow the guidance provided by
current accounting standards to estimate fair value when the volume and level of activity for an
asset or liability have significantly decreased in relation to normal market activity for the asset
or liability, and to determine circumstances that may indicate that a transaction is not orderly.
20
Further, we use judgment in evaluating whether a decline in fair value is temporary or
other-than-temporary and consider the following indicators: changes in credit ratings or asset
quality; changes in the economic environment; length of time and extent to which fair value has
been below cost basis; changes in market conditions; changes in expected cash flows; and our
ability and intent to hold the investment for a period of time that may be sufficient for
anticipated recovery in market value. Temporary declines in fair value are recorded as charges to
accumulated other comprehensive income/(loss) in the equity section of our balance sheet, while
other-than-temporary declines in fair value are bifurcated between credit losses, which are charged
to earnings, and noncredit losses, which depending on facts and circumstances may be charged to
other comprehensive income/(loss) or earnings.
Inventory
We state our inventories at the lower of cost or market. We base our assessment of the
ultimate realization of inventories on our projections of future demand and market conditions.
Sudden declines in demand, rapid product improvements, or technological changes, or any combination
of these factors can cause us to have excess or obsolete inventories. On an ongoing basis, we
review for estimated obsolete or unmarketable inventories and write down our inventories to their
net realizable value based upon our forecasts of future demand and market conditions. If actual
market conditions are less favorable than our forecasts, additional inventory write-downs may be
required. The following factors influence our estimates: changes to or cancellations of customer
orders, unexpected decline in demand, rapid product improvements and technological advances, and
termination or changes by our OEM customers of any product offerings incorporating our product
solutions.
Periodically, we purchase inventory from our contract manufacturers when a customer delays its
delivery schedule or cancels its order. In those circumstances in which our customer has cancelled
its order and we purchase inventory from our contract manufacturers, we consider a write-down to
reduce the carrying value of the inventory purchased to its net realizable value. We charge
write-downs to reduce the carrying value of obsolete, slow moving, and non-usable inventory to net
realizable value to cost of revenue. The effect of these write-downs is to establish a new cost
basis in the related inventory, which we do not subsequently write up.
Share-Based Compensation Costs
We utilize the Black-Scholes option pricing model to estimate the grant date fair value of
employee share-based compensatory awards, which requires the input of highly subjective
assumptions, including expected volatility and expected life. Historical and implied volatilities
were used in estimating the fair value of our share-based awards, while the expected life for our
options and estimated forfeitures for share-based awards that are not expected to vest were
estimated based on historical trends since our initial public offering. Changes in these inputs
and assumptions can materially affect the measure of estimated fair value of our share-based
compensation. We charge the estimated fair value less estimated forfeitures to earnings on a
straight-line basis over the vesting period of the underlying awards, which is generally four years
for our stock options and deferred stock units and up to two years for our employee stock purchase
plan.
The Black-Scholes option pricing model was developed for use in estimating the fair value of
traded options that have no vesting restrictions and are fully transferable. As our stock option
and employee stock purchase plan awards have characteristics that differ significantly from traded
options, and as changes in the subjective assumptions can materially affect the estimated value,
our estimate of fair value may not accurately represent the value assigned by a third party in an
arms-length transaction. There currently is no market-based mechanism to verify the reliability
and accuracy of the estimates derived from the Black-Scholes option pricing model or other
allowable valuation models, and there is no means to compare and adjust the estimates to actual
values. While our estimate of fair value and the associated charge to earnings materially affects
our results of operations, it has no impact on our cash position.
There are significant variations among allowable valuation models, and there is a possibility
that we may adopt a different valuation model or refine the inputs and assumptions under our
current valuation model in the future, resulting in a lack of consistency in future periods. Our
current or future valuation model and the inputs and assumptions we make may also lack
comparability to other companies that use different models, inputs, or assumptions, and the
resulting differences in comparability could be material.
Income Taxes
We recognize federal, foreign, and state current tax liabilities or assets based on our
estimate of taxes payable or refundable in the then current fiscal year for each tax jurisdiction.
We also recognize federal, foreign, and state deferred tax liabilities or assets for our estimate
of future tax effects attributable to temporary differences and carryforwards and
21
record a valuation allowance to reduce any deferred tax assets by the amount of any tax
benefits that, based on available evidence and our judgment, are not expected to be realized. If
our assumptions, and consequently our estimates, change in the future, the valuation allowance we
have established for our deferred tax assets may be changed, which could impact income tax expense.
We follow a two-step approach to recognizing and measuring uncertain tax positions. The first
step is to determine whether it is more-likely-than-not that a tax position will be sustained upon
examination, including resolution of any related appeals or litigation processes. The second step
is to measure the tax benefit as the largest amount that is more than 50% likely of being realized
upon ultimate settlement with a taxing authority. The calculation of tax liabilities involves
significant judgment in estimating the impact of uncertainties in the application of highly complex
tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could
have a material impact on our consolidated financial position, result of operations, or cash flows.
We believe we have adequately provided for reasonably foreseeable outcomes in connection with the
resolution of income tax uncertainties. However, our results have in the past, and could in the
future, include favorable and unfavorable adjustments to our estimated tax liabilities in the
period a determination of such estimated tax liability is made or resolved, upon the filing of an
amended return, upon a change in facts, circumstances, or interpretation, or upon the expiration of
a statute of limitation. Accordingly, our effective tax rate could fluctuate materially from
period to period.
We recognize tax benefit upon expensing nonqualified stock options and deferred stock units
issued under our share-based compensation plans. However, we cannot recognize tax benefit
concurrent with expensing incentive stock options and employee stock purchase plan shares
(qualified stock options) issued under our share-based compensation plans. For qualified stock
options that vested after we began expensing share-based compensation, we recognize tax benefit
only in the period when disqualifying dispositions of the underlying stock occur, which
historically has been up to several years after vesting and in periods when our stock price
substantially increases. For qualified stock options that vested prior to when we began expensing
share-based compensation, we record the tax benefit directly to additional paid-in capital.
Accordingly, because we cannot recognize the tax benefit for share-based compensation expense
associated with qualified stock options until the occurrence of future disqualifying dispositions
of the underlying stock and such disqualified dispositions may happen in periods when our stock
price substantially increases, and because a portion of that tax benefit may be directly recorded
to additional paid-in capital, our future quarterly and annual effective tax rates will be subject
to greater volatility and, consequently, our ability to estimate reasonably our future quarterly
and annual effective tax rates is greatly diminished.
22
Results of Operations
Three months ended September 30, 2009 compared with the three months ended September 30, 2008
Net Revenue.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
$ Change |
|
|
% Change |
|
PC applications |
|
$ |
74,565 |
|
|
$ |
83,440 |
|
|
$ |
(8,875 |
) |
|
|
-10.6 |
% |
% of net revenue |
|
|
62.3 |
% |
|
|
72.0 |
% |
|
|
|
|
|
|
|
|
Digital lifestyle product applications |
|
|
45,027 |
|
|
|
32,417 |
|
|
|
12,610 |
|
|
|
38.9 |
% |
% of net revenue |
|
|
37.7 |
% |
|
|
28.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
$ |
119,592 |
|
|
$ |
115,857 |
|
|
$ |
3,735 |
|
|
|
3.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue was $119.6 million for the quarter ended September 30, 2009 compared with
$115.9 million for the quarter ended September 30, 2008, an increase of $3.7 million, or 3.2%. Of
our first quarter fiscal 2010 net revenue, $74.6 million, or 62.3%, was from personal computing
products and $45.0 million, or 37.7%, was from digital lifestyle products, including $34.9 million
from mobile smartphones. The increase in net revenue for the quarter ended September 30, 2009 was
attributable to a to a $12.6 million, or 38.9%, increase in net revenue from digital lifestyle
product applications, partially offset by a $8.9 million, or 10.6%, reduction in net revenue from
PC applications. Digital lifestyle products net revenue growth resulted primarily from higher
market penetration of our products in the mobile smartphone market. The decline in PC applications
net revenue reflected a reduced attach rate of our multimedia control solutions in notebook
computers, partially offset by market share gains in notebooks. The overall increase in net
revenue was primarily attributable to a 9.6% increase in unit shipments, reflecting higher market
penetration of our products in the mobile smartphone market, partially offset by a lower priced
product mix and general competitive pricing pressure. Based on calendar year 2010 industry
estimates, the notebook market is anticipated to increase approximately 17% and the mobile
smartphone market is anticipated to increase approximately 20%.
Gross Margin.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
(in thousands) |
|
2009 |
|
2008 |
|
$ Change |
|
% Change |
Gross Margin |
|
$ |
48,322 |
|
|
$ |
46,593 |
|
|
$ |
1,729 |
|
|
|
3.7 |
% |
% of net revenue |
|
|
40.4 |
% |
|
|
40.2 |
% |
|
|
|
|
|
|
|
|
Gross margin as a percentage of net revenue was 40.4%, or $48.3 million, for the quarter
ended September 30, 2009 compared with 40.2%, or $46.6 million, for the quarter ended September 30,
2008. As each custom-designed module we sell utilizes our capacitive sensing technology in a
design that is generally unique or specific to a customers application, gross margin varies on a
product-by-product basis, making our cumulative gross margin a blend of our product specific
designs and independent of the vertical markets that our products serve. The slight increase in
gross margin as a percentage of net revenue primarily reflected a higher margin product mix.
23
Operating Expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
$ Change |
|
|
% Change |
|
Research and development expenses |
|
$ |
19,975 |
|
|
$ |
15,805 |
|
|
$ |
4,170 |
|
|
|
26.4 |
% |
% of net revenue |
|
|
16.7 |
% |
|
|
13.6 |
% |
|
|
|
|
|
|
|
|
Selling, general, and administrative expenses |
|
|
13,764 |
|
|
|
14,570 |
|
|
|
(806 |
) |
|
|
-5.5 |
% |
% of net revenue |
|
|
11.5 |
% |
|
|
12.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
$ |
33,739 |
|
|
$ |
30,375 |
|
|
$ |
3,364 |
|
|
|
11.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of net revenue |
|
|
28.2 |
% |
|
|
26.2 |
% |
|
|
|
|
|
|
|
|
Research and Development Expenses. Research and development expenses increased as a
percentage of net revenue to 16.7% from 13.6%, while the cost of research and development
activities increased $4.2 million, or 26.4%, to $20.0 million for the three-month period ended
September 30, 2009 compared with $15.8 million for the three-month period ended September 30, 2008.
The increase in research and development expenses primarily reflected a $2.3 million increase in
employee compensation costs from our annual merit adjustments, additional staffing, and employee
benefits costs; a $1.1 million increase in infrastructure and support costs; and a $782,000
increase in share-based compensation costs. Non-cash share-based compensation costs included in
research and development expenses were $2.8 million and $2.0 million for the three-month periods
ended September 30, 2009 and 2008, respectively.
Selling, General, and Administrative Expenses. Selling, general, and administrative expenses
decreased to $13.8 million for the three-month period ended September 30, 2009 compared with $14.6
million for the three-month period ended September 30, 2008. The decrease in selling, general, and
administrative expenses primarily reflected a $1.2 million decrease in professional service costs,
primarily legal costs, a $487,000 decrease in consulting and contractor costs, and a $205,000
decrease in travel and related costs, partially offset by a $1.0 million increase in employee
compensation costs from our annual merit adjustments, additional staffing, employee benefits costs
and recruiting costs, and a $348,000 increase in share-based compensation costs,. Non-cash
share-based compensation costs included in selling, general, and administrative expenses were $3.8
million and $3.5 million for the three-month periods ended September 30, 2009 and 2008,
respectively.
Income from Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
$ Change |
|
|
% Change |
|
Income from operations |
|
$ |
14,583 |
|
|
$ |
16,218 |
|
|
$ |
(1,635 |
) |
|
|
-10.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of net revenue |
|
|
12.2 |
% |
|
|
14.0 |
% |
|
|
|
|
|
|
|
|
We generated operating income of $14.6 million, or 12.2% of net revenue, for the three
months ended September 30, 2009 compared with approximately $16.2 million, or 14.0% of net revenue,
for the three months ended September 30, 2008. The decrease in operating income primarily
reflected the $3.4 million increase in operating expenses, partially offset by a 20 basis point
increase in the gross margin percentage.
24
Non-Operating Income/(Loss).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
2009 |
|
|
2008 |
|
|
$ Change |
|
|
% Change |
|
Interest income |
|
$ |
331 |
|
|
$ |
1,258 |
|
|
$ |
(927 |
) |
|
|
-73.7 |
% |
% of net revenue |
|
|
0.3 |
% |
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(1,423 |
) |
|
|
(2,541 |
) |
|
|
1,118 |
|
|
|
-44.0 |
% |
% of net revenue |
|
|
-1.2 |
% |
|
|
-2.2 |
% |
|
|
|
|
|
|
|
|
Impairment of investments |
|
|
(443 |
) |
|
|
|
|
|
|
(443 |
) |
|
|
|
|
% of net revenue |
|
|
-0.4 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net non-operating income |
|
$ |
(1,535 |
) |
|
$ |
(1,283 |
) |
|
$ |
(252 |
) |
|
|
19.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of net revenue |
|
|
-1.3 |
% |
|
|
-1.1 |
% |
|
|
|
|
|
|
|
|
Interest Income. Interest income was $331,000 for the three-month period ended September
30, 2009 compared with $1.3 million for the three-month period ended September 30, 2008. The
$927,000 decrease in interest income resulted primarily from lower average interest rates and lower
average invested cash balances. The decrease in average invested cash balances during the past 12
months was primarily attributable to the use of $55.7 million for the early retirement of debt,
$25.5 million used for common stock repurchases, and $8.4 million used for capital expenditures.
Interest Expense. All of our interest expense relates to our convertible senior subordinated
notes issued in December 2004. Interest expense was $1.4 million for the three months ended
September 30, 2009, which includes a $1.2 million non-cash charge for amortization of debt
discount, compared with interest expense of $2.5 million for the three months ended September 30,
2008, which includes a $2.1 million non-cash charge for amortization of debt discount. The
non-cash charges for amortization of debt discount result from the retrospective application of a
new accounting standard applicable to convertible debt that can be settled in cash. The remaining
interest expense consists of coupon interest and amortization of debt issuance costs.
Provision for Income Taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
(in thousands) |
|
2009 |
|
2008 |
|
$ Change |
|
% Change |
Income before provision for income taxes |
|
$ |
13,048 |
|
|
$ |
14,935 |
|
|
$ |
(1,887 |
) |
|
|
-12.6 |
% |
Provision for income taxes |
|
|
3,244 |
|
|
|
2,224 |
|
|
|
1,020 |
|
|
|
45.9 |
% |
% of income before provision for income taxes |
|
|
24.9 |
% |
|
|
14.9 |
% |
|
|
|
|
|
|
|
|
The provision for income taxes of $3.2 million and $2.2 million for the three months
ended September 30, 2009 and 2008, respectively, represented estimated federal, foreign, and state
taxes. The effective tax rate for the three months ended September 30, 2009 was 24.9% and diverged
from the combined federal and state statutory rate primarily because of increased foreign income
taxed at lower tax rates, the benefit of research tax credits, the release of unrecognized tax
benefits, and the impact of tax-exempt interest income, partially offset by foreign withholding
taxes, net unrecognized tax benefit associated with qualified stock options, the impairment of an
investment for which a full valuation allowance was established, and the establishment of a
valuation allowance on certain deferred tax assets. The effective tax rate for the three months
ended September 30, 2008 was 14.9% and diverged from the combined federal and state statutory rate
primarily as a result of increased foreign income taxed at lower tax rates, net recognized tax
benefit associated with qualified stock options, the benefit of research tax credits, and the
impact of tax-exempt interest income, partially offset by foreign withholding taxes.
Tax benefit associated with share-based compensation was approximately $2.2 million and $2.0
million for the three months ended September 30, 2009 and 2008, respectively. Excluding the impact
of share-based compensation and the related tax benefit, the effective tax rate for the three
months ended September 30, 2009 and 2008 would have been 27.1% and 20.1%, respectively.
In May 2009, the Obama Administration announced several proposals to change the U.S. tax laws.
It is unclear whether the proposals will be enacted or, if enacted, what the scope of the change
in the laws will be. These proposals, if enacted, could adversely impact our effective tax rate,
our operating results, and financial condition.
25
Liquidity and Capital Resources
Our cash, cash equivalents, and short-term investments, which excludes ARS investments, were
$197.6 million as of September 30, 2009 compared with $192.0 million as of June 30, 2009, an
increase of $5.6 million. The increase primarily reflected $29.9 million provided from operating
cash flows and $3.3 million of proceeds from common stock issued under our share-based compensation
plans, partially offset by $25.5 million used for the repurchase of our common stock in the open
market and $2.1 million used for the purchase of capital equipment.
Cash Flows from Operating Activities. Operating activities during the three months ended
September 30, 2009 generated cash of approximately $29.9 million compared with approximately $2.6
million of cash generated during the three months ended September 30, 2008. For the three months
ended September 30, 2009, net cash provided by operating activities was primarily attributable to
net income of $9.8 million plus adjustments for non-cash charges of $11.7 million, in addition to
an $8.4 million decrease in operating assets and liabilities. The decrease in operating assets and
liabilities was primarily attributable to a $16.2 million increase in accounts payable primarily
due to a favorable change in payment terms with certain suppliers, offset by a $6.3 million
increase in accounts receivable, reflecting the increase in our net revenue during the period. For
the three months ended September 30, 2008, net cash provided by operating activities was primarily
attributable to net income of $12.7 million plus adjustments for non-cash charges of $8.2 million,
partially offset by an $18.3 million increase in operating assets and liabilities. The increase in
operating assets and liabilities was primarily attributable to an $17.2 million increase in
accounts receivable, reflecting the substantial increase in our net revenue during the period.
Cash Flows from Investing Activities. Our investing activities typically relate to purchases
of government-backed securities and investment-grade fixed income instruments and purchases of
property and equipment. Investing activities during the three months ended September 30, 2009
generated net cash of $3.9 million compared with $8.6 million of net cash generated during the
three months ended September 30, 2008. During the three months ended September 30, 2009, net cash
generated by investing activities consisted of $10.0 million in proceeds from sales and maturities
of short-term and non current investments, partially offset by $4.0 million used for the purchase
of short-term investments and $2.1 million used for the purchase of property and equipment. During
the three months ended September 30, 2008, net cash generated by investing activities consisted of
$20.6 million in proceeds from sales and maturities of short-term and non current investments,
partially offset by $9.0 million used for the purchase of short-term investments and $2.9 million
used for the purchase of property and equipment.
Cash Flows from Financing Activities. Net cash used in financing activities for the three
months ended September 30, 2009 was approximately $22.8 million compared with net cash provided by
financing activities of $4.6 million for the three months ended September 30, 2008. Cash used in
financing activities for the three months ended September 30, 2009 was primarily related to $25.5
million for the purchase of our common stock in the open market and $620,000 used for the payment
of payroll taxes for deferred stock units, partially offset by $3.3 million of proceeds from common
stock issued under our share-based compensation plans. Cash provided by financing activities for
the three months ended September 30, 2008 consisted primarily of $5.2 million in proceeds from
common stock issued under our share-based compensation plans.
Common Stock Repurchase Program. Our board of directors have cumulatively authorized $320
million for our common stock repurchase program. The program authorizes us to purchase our common
stock in the open market or in privately negotiated transactions depending upon market conditions
and other factors. The number of shares repurchased and the timing of repurchases is based on the
level of our cash balances, general business and market conditions, and other factors, including
alternative investment opportunities. Common stock repurchased under this program is held as
treasury stock. From April 2005 through September 30, 2009, we repurchased 10,088,100 shares of
our common stock in the open market for an aggregate cost of $262.9 million. Of our treasury
stock, 9,088,100 shares were repurchased prior to the August 29, 2008 and were not subject to the
3-for-2 stock split. As of September 30, 2009, we had $57.1 million remaining under our common
stock repurchase program, which expires in July 2010.
Bank Credit Facility. We currently maintain a $30.0 million working capital line of credit
with Wells Fargo Bank. The Wells Fargo Bank revolving line of credit, which expires on July 1,
2010, provides for an interest rate equal to the prime lending rate or 250 basis points above
LIBOR, depending on whether we choose a variable or fixed rate, respectively. We had not borrowed
any amounts under the line of credit as of September 30, 2009.
Convertible Senior Subordinated Notes. In December 2004, we issued an aggregate of $125
million of 0.75% Convertible Senior Subordinated Notes maturing December 1, 2024 (the Notes) in a
private offering pursuant to Rule 144A under the Securities Act of 1933, as amended. In connection
with issuing the Notes, we incurred debt issuance costs of $4.3 million, consisting primarily of
the initial purchasers discount and costs related to legal, accounting, and
26
printing. We have purchased and retired $59.7 million of the Notes leaving $65.3 million of
the Notes outstanding as of September 30, 2009.
The Notes bear interest at a rate of 0.75% per annum payable on December 1 and June 1 of each
year. However, we will pay additional contingent interest on the Notes if the average trading
price of the Notes is at or above 120% of the principal amount of the Notes for a specified period
beginning with the six-month period commencing December 1, 2009. The amount of contingent interest
payable on the Notes with respect to a six-month period, for which contingent interest applies,
will equal 0.375% per annum of the average trading price of the Notes for a specified
five-trading-day period preceding such six-month period.
As a result of our irrevocable election in April 2007 to cash settle the principal amount of
the Notes, no shares of common stock will be issued to settle the principal amount of the Notes and
cash or common stock may be used to settle the value of the Notes in excess of outstanding par
value. Our election to cash settle the principal amount of the Notes upon conversion resulted in
our using the if converted method through the date of the election and the treasury stock
method subsequent to the date of the election for purposes of calculating diluted net income per
share. Accordingly, we include on a prospective basis diluted shares underlying the Notes in our
diluted net income per share calculation only when the average closing stock price for the
accounting period exceeds the conversion price of the Notes, which is $33.69 per share.
The Notes may be converted (1) if, during any calendar quarter commencing after December 31,
2004, the last reported sale price of our common stock for at least 20 trading days in the period
of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is
greater than or equal to 120% of the applicable conversion price on such last trading day; (2) on
or after January 1, 2020; (3) if we have called the Notes for redemption; or (4) during prescribed
periods, upon the occurrence of specified corporate transactions or fundamental changes. On or
after December 1, 2009, we may redeem for cash all or a portion of the Notes at a redemption price
of 100% of the principal amount of the Notes plus accrued and unpaid interest, including contingent
interest and additional interest, if any. Noteholders have the right to require us to repurchase
all or a portion of their Notes for cash on December 1, 2009, December 1, 2014, and December 1,
2019 at a price equal to 100% of the principal amount of the Notes to be purchased plus accrued and
unpaid interest, including contingent interest and additional interest, if any. As of September
30, 2009, none of the conditions for conversion of the Notes had occurred.
The Notes are unsecured senior subordinated obligations and rank junior in right of payment to
all of our existing and future senior indebtedness, equal in right of payment with all of our
existing and future indebtedness or other obligations that are not, by their terms, either senior
or subordinated to the Notes, including trade debt and other general unsecured obligations that do
not constitute senior or subordinated indebtedness, and senior in right of payment to all of our
future indebtedness that, by its terms, is subordinated to the Notes. There are no financial
covenants in the Notes.
$250 Million Shelf Registration. We have registered an aggregate of $250 million of common
stock (including the associated rights), preferred stock, debt securities, depositary shares,
warrants, purchase contracts, and units (collectively securities) for issuance to raise funds for
general corporate purposes, which may include the repayment of indebtedness outstanding from time
to time, working capital, capital expenditures, acquisitions, and repurchases of our common stock
or other securities. Securities issued under the shelf registration generally will be freely
tradeable after their issuance unless held by an affiliate of our company, in which case such
shares will be subject to the volume and manner of sale restrictions of Rule 144.
$100 Million Shelf Registration. We have registered an aggregate of $100 million of common
stock and preferred stock for issuance in connection with acquisitions, which shares generally will
be freely tradeable after their issuance under Rule 145 of the Securities Act unless held by an
affiliate of the acquired company, in which case such shares will be subject to the volume and
manner of sale restrictions of Rule 144.
Liquidity and Capital Resources. We believe our existing cash, cash equivalents, and
short-term investment balances and anticipated cash flows from operating activities will be
sufficient to meet our working capital and other cash requirements over the course of at least the
next 12 months, which may include the retirement of $65.3 million of our outstanding notes. Our
future capital requirements will depend on many factors, including our rate of revenue growth or
decline, the timing and extent of spending to support product development efforts, costs related to
protecting our intellectual property, the expansion of sales and marketing activities, the timing
of introductions of new products and enhancements to existing products, the costs to ensure access
to adequate manufacturing capacity, the continuing market acceptance of our product solutions, our
common stock purchase program, the retirement of our Notes, and the amount and timing of our
investments in, or acquisitions of, other technologies or companies. Further equity or debt
financing may not be available to us on acceptable terms or at all. If sufficient funds are not
available or are not available on
27
acceptable terms, our ability to take advantage of unexpected business opportunities or to
respond to competitive pressures could be limited or severely constrained.
Our non-current investments consist of ARS investments, which have failed to settle in
auctions. These failures generally resulted in the interest rates resetting on the regularly
scheduled auction dates. These investments are not liquid, and in the event we need to access
these funds, we will not be able to do so without a loss of principal, unless redeemed by the
issuers or a future auction on these investments is successful. At September 30, 2009, the fair
value of our ARS investments was $28.9 million and had an original cost basis of $41.8 million. In
the first quarter of 2010, $700,000 of our ARS investments were redeemed at par and we recognized a
gain of $6,000 on the redemption, which was included in impairment of investments, net on the
accompanying consolidated statements of income. In connection with our fair value analysis for the
quarter, we recorded a 449,000 other-than-temporary impairment charge.
Based on our ability to access our cash and other short-term investments, our expected
operating cash flows, and our other sources of cash, we do not anticipate the lack of liquidity on
these investments will affect our ability to operate our business as usual.
Contractual Obligations and Commercial Commitments
The following table sets forth a summary of our material contractual obligations and
commercial commitments as of September 30, 2009 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period |
|
|
|
|
|
|
|
Less than |
|
|
1-3 |
|
|
3-5 |
|
|
More than |
|
Contractual Obligations |
|
Total |
|
|
1 year |
|
|
Years |
|
|
Years |
|
|
5 Years |
|
Convertible senior subordinated notes (1) (2) |
|
$ |
72 |
|
|
$ |
|
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
70 |
|
Leases and other commitments |
|
|
12 |
|
|
|
8 |
|
|
|
3 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
84 |
|
|
$ |
8 |
|
|
$ |
4 |
|
|
$ |
2 |
|
|
$ |
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents both principal and interest payable through the maturity date of the underlying
contractual obligation. |
|
(2) |
|
The Notes include a provision allowing the Noteholders to require us, at the Noteholders
discretion, to repurchase their Notes at a redemption price of 100% of the principal amount of
the Notes plus accrued and unpaid interest (including contingent interest and additional
interest, if any) on December 1, 2009, December 1, 2014, and December 1, 2019 and in the event
of a fundamental change as described in the indenture governing the Notes. The early
repayment of the notes is not reflected in the above schedule, but if all the Noteholders
elected to exercise their rights to require us to repurchase their Notes on December 1, 2009,
then our contractual obligations for the less than one year period would be $65.5 million and
no amounts would be due in subsequent periods. |
As of September 30, 2009, we were unable to make a reasonably reliable estimate of when cash
settlement with a taxing authority may occur in connection with our unrecognized tax benefits of
$17.6 million.
Recent Accounting Pronouncements
In April 2009, the FASB issued FSP SFAS No. 107-1 and APB 28-1, Interim Disclosures about
Fair Value of Financial Instruments now referred to as ASC 825-10, which enhances consistency in
financial reporting by increasing the frequency of fair value disclosures. ASC 825-10 is effective
for interim and annual reporting periods ending after June 15, 2009. We adopted ASC 825-10 on
April 1, 2009 and its application did not have a material impact on our consolidated financial
position, results of operations, or cash flows.
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
CodificationTM and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162 (the Codification). The Codification, which was launched
on July 1, 2009, became the single source of authoritative nongovernmental U.S. GAAP, superseding
existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task
Force (EITF) and related literature. The Codification eliminates the GAAP hierarchy contained in
SFAS No. 162 and establishes one level of authoritative GAAP. All other literature is considered
non-authoritative. The Codification is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. We adopted the Codification in our quarter ended
September 30, 2009.
28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk has not changed significantly from the interest rate and foreign currency
risks disclosed in Item 7A of our Annual Report on Form 10-K for the fiscal year ended June 30,
2009.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, our Chief Executive Officer and Chief
Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and
procedures, which included inquiries made to certain other of our employees. Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded that our
disclosure controls and procedures are designed and are effective to ensure that information
required to be disclosed is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure and are effective and sufficient to ensure that we record, process, summarize, and
report information required to be disclosed by us in our periodic reports filed under the
Securities Exchange Act within the time periods specified by the Securities and Exchange
Commissions rules and forms.
During the fiscal quarter covered by this report, there have not been any changes in our
internal control over financial reporting that have materially affected, or a reasonably likely to
materially affect, our internal control over financial reporting.
29
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Our board of directors have cumulatively authorized $320 million for our common stock
repurchase program. The remaining amount authorized for the repurchase of our common stock is
$57.1 million. Repurchases under the stock repurchase program during the three-month period ended
September 30, 2009 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Maximum |
|
|
|
|
|
|
|
|
|
|
Number of |
|
Dollar Value |
|
|
|
|
|
|
|
|
|
|
Shares |
|
of Shares |
|
|
|
|
|
|
Average |
|
Purchased |
|
that May |
|
|
Total |
|
Price |
|
as Part of |
|
Yet Be |
|
|
Number |
|
Paid |
|
Publicly |
|
Purchased |
|
|
of Shares |
|
per |
|
Announced |
|
Under the |
Period |
|
Purchased |
|
Share |
|
Program |
|
Program |
June 28, 2009 - July 25, 2009 |
|
|
|
|
|
|
|
|
|
|
9,088,100 |
|
|
$ |
82,613,000 |
|
July 26, 2009 - August 22, 2009 |
|
|
1,000,000 |
|
|
$ |
25.47 |
|
|
|
10,088,100 |
|
|
$ |
57,142,000 |
|
August 23, 2009 - September 26, 2009 |
|
|
|
|
|
|
|
|
|
|
10,088,100 |
|
|
$ |
57,142,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,000,000 |
|
|
$ |
25.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 6. EXHIBITS
|
31.1 |
|
Certification of Chief Executive Officer |
|
|
31.2 |
|
Certification of Chief Financial Officer |
|
|
32.1 |
|
Section 1350 Certification of Chief Executive Officer |
|
|
32.2 |
|
Section 1350 Certification of Chief Financial Officer |
30
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 thereunto duly authorized.
|
|
|
|
|
|
|
|
|
SYNAPTICS INCORPORATED |
|
|
|
|
|
|
|
Date: November 3, 2009
|
|
By:
|
|
/s/ Thomas J. Tiernan |
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Thomas J. Tiernan |
|
|
|
|
Title:
|
|
President and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Kathleen A. Bayless |
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Kathleen A. Bayless |
|
|
|
|
Title:
|
|
Chief Financial Officer, Secretary, and Treasurer |
|
|
31
exv31w1
EXHIBIT 31.1
Certification of Chief Executive Officer
I, Thomas J. Tiernan, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Synaptics Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
Date: November 3, 2009
|
|
|
|
|
|
|
|
|
/s/ Thomas J. Tiernan
|
|
|
Thomas J. Tiernan |
|
|
Chief Executive Officer |
|
|
exv31w2
EXHIBIT 31.2
Certification of Chief Financial Officer
I, Kathleen A. Bayless, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Synaptics Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
Date: November 3, 2009
|
|
|
|
|
|
|
|
|
/s/ Kathleen A. Bayless
|
|
|
Kathleen A. Bayless |
|
|
Chief Financial Officer |
|
|
exv32w1
EXHIBIT 32.1
Section 1350 Certification of Chief Executive Officer
In connection with the Quarterly Report on Form 10-Q of Synaptics Incorporated (the Company)
for the quarterly period ended September 26, 2009 as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, Thomas J. Tiernan, Chief Executive Officer of the
Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and |
|
(2) |
|
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
|
|
|
/s/ Thomas J. Tiernan |
|
|
|
|
|
Chief Executive Officer |
|
|
November 3, 2009 |
|
|
exv32w2
EXHIBIT 32.2
Section 1350 Certification of Chief Financial Officer
In connection with the Quarterly Report on Form 10-Q of Synaptics Incorporated (the Company)
for the quarterly period ended September 26, 2009 as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, Kathleen A. Bayless, Chief Financial Officer of
the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and |
|
(2) |
|
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
|
|
|
/s/ Kathleen A. Bayless
|
|
|
|
|
|
Chief Financial Officer |
|
|
November 3, 2009 |
|
|