UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 2010
SYNAPTICS INCORPORATED
(Exact name of registrant as specified in its charter)
| DELAWARE | 000-49602 | 77-0118518 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 3120 SCOTT BLVD. SANTA CLARA, CALIFORNIA |
95054 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 454-5100
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
The registrant is furnishing this Current Report on Form 8-K in connection with the disclosure
of information, in the form of the textual information from a press release released on October 21,
2010.
The information in this Current Report on Form 8-K (including the exhibit) is furnished
pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
The registrant does not have, and expressly disclaims, any obligation to release publicly any
updates or any changes in the registrant’s expectations or any change in events, conditions, or
circumstances on which any forward-looking statement is based.
The text included with this Current Report is available on the registrant’s website located at
www.synaptics.com, although the registrant reserves the right to discontinue that availability at
any time.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
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Not applicable. |
|||
| (b) | Pro Forma Financial Information. |
||
Not applicable. |
|||
| (c) | Shell Company Transactions. |
||
Not applicable. |
|||
| (d) | Exhibits. |
| Exhibit | ||
| Number | ||
99.1
|
Press release from Synaptics Incorporated, dated October 21, 2010, entitled “Synaptics Reports Results for First Quarter of Fiscal 2011” |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNAPTICS INCORPORATED |
||||
| Date: October 21, 2010 | By: | /s/ Kathleen A. Bayless | ||
| Kathleen A. Bayless | ||||
| Chief Financial Officer, Secretary, and Treasurer | ||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press release from Synaptics Incorporated, dated October 21, 2010, entitled “Synaptics Reports Results for First Quarter of Fiscal 2011” |
EXHIBIT 99.1
|
For more information
contact: Jennifer Jarman The Blueshirt Group 415-217-7722 jennifer@blueshirtgroup.com |
Synaptics Reports Results for First Quarter of Fiscal 2011
| • | Record revenue, up 28% year-over-year |
| • | Revenue from mobile touchscreen applications more than doubles year-over-year, reaching new high |
Santa
Clara, CA — October 21, 2010 — Synaptics (Nasdaq: SYNA), a leading developer of human
interface solutions for mobile computing, communications, and entertainment devices, today reported
financial results for its first fiscal quarter ended September 30, 2010.
Net revenue of $153.2 million for the first quarter of fiscal 2011 was a record, an increase of 28%
compared with $119.6 million in the comparable quarter last year, and an increase of 5% compared
with $145.8 million in the prior quarter. Net income for the first quarter of fiscal 2011 was
$18.7 million, or $0.52 per diluted share, compared with net income of $9.8 million, or $0.27 per
diluted share, in the comparable quarter last year and net income of $19.3 million, or $0.54 per
diluted share, in the fourth quarter of fiscal 2010.
Non-GAAP net income for the first quarter of fiscal 2011 was $24.2 million, or $0.67 per diluted
share, compared with net income of $17.2 million, or $0.48 per diluted share, for the first quarter
of fiscal 2010 and net income of $24.8 million, or $0.70 per diluted share, for the fourth quarter
of fiscal 2010. (See attached table for a reconciliation of GAAP to non-GAAP results.)
“Fiscal 2011 is off to a strong start as we achieved record revenue during the first quarter,”
stated Russ Knittel, Interim President and CEO. “Revenue from the PC market was weaker than
anticipated, reflecting the widely reported softness in consumer notebook demand, while revenue
from mobile touchscreen applications reached a new record level and more than doubled
year-over-year. The broad based adoption of touch technology in consumer electronics is just
beginning, and we are making the necessary investments to meet the expanding opportunities in front
of us.”
PC revenue of $78.9 million represented 51% of total revenue for the first quarter and increased 6%
over the comparable quarter last year. Non-PC revenue of $74.3 million increased 65% from the
comparable quarter last year and comprised 49% of total revenue for the quarter. Mobile phone
applications comprised 47% of the Company’s revenue, and the number of mobile phone models shipping
with Synaptics’ touchscreen solutions reached a new high.
Kathy Bayless, CFO, added, “Considering our backlog of approximately $81 million entering the
December quarter, expected product mix, and customer forecasts, we anticipate record revenue of
$154 million to $162 million, representing an increase of 16% to 22% over the comparable quarter
last year. While we are mindful of the current uncertainty relative to the consumer notebook
market and the broader economic environment, we currently expect another quarter of strong demand
for our mobile touchscreen solutions.”
Earnings Call Information
The Synaptics first quarter fiscal 2011 teleconference and webcast is scheduled to begin at 2:00
p.m., Pacific Time, on Thursday, October 21, 2010, during which the Company will provide
forward-looking information. To participate on the live call, analysts and investors should dial
877-941-8416 at least ten minutes prior to the call. Synaptics will also offer a live and archived
webcast of the conference call, accessible from the “Investor Relations” section of the Company’s
Web site at www.synaptics.com.
About Synaptics Incorporated
Synaptics (NASDAQ: SYNA) is a leading developer of human interface solutions for the mobile
computing, communications, and entertainment industries. The company creates interface solutions
for a variety of devices including notebook PCs, PC peripherals, digital music players, and mobile
phones. The
TouchPad(™), Synaptics’ flagship product, is integrated into a majority of today’s
notebook computers. Consumer electronics and computing manufacturers use Synaptics’ solutions to
enrich the interaction between humans and intelligent devices through improved usability,
functionality, and industrial design. The company is headquartered in Santa Clara, Calif.
www.synaptics.com
NOTE: Synaptics, TouchPadTM, and the Synaptics logo are trademarks of Synaptics in the
United States and/or other countries.
Use of Non-GAAP Financial Information
In evaluating its business, Synaptics considers and uses net income per share excluding share-based
compensation, non-cash interest charges, and unusual or non-recurring items as a supplemental
measure of operating performance. Net income excluding share-based compensation, non cash interest
charges, and unusual or non-recurring items is not a measurement of the Company’s financial
performance under GAAP and should not be considered as an alternative to GAAP net income. The
Company presents net income excluding share-based compensation, non-cash interest charges, and
unusual or non-recurring items because it considers it an important supplemental measure of its
performance. The Company believes this measure facilitates operating performance comparisons from
period to period by eliminating potential differences in net income caused by the existence and
timing of non-cash compensation charges, non-cash interest charges, and unusual or non-recurring
items. Net income excluding share-based compensation, non-cash interest charges, and unusual or
non-recurring items has limitations as an analytical tool and should not be considered in
isolation or as a substitute for the Company’s GAAP net income. The principal limitations of this
measure are that it does not reflect the Company’s actual expenses and may thus have the effect of
inflating its net income and net income per share.
Forward-Looking Statements
This press release contains “forward-looking” statements about Synaptics, as that term is defined
under the federal securities laws. Synaptics intends such forward-looking statements to be subject
to the safe harbor created by those laws. Such forward-looking statements include, but are not
limited to, statements regarding Synaptics’ anticipated revenue for the second quarter of fiscal
2011, Synaptics’ assessment of expanding broad-based adoption of touch technology in consumer
electronics, Synaptics’ expectations regarding expanding opportunities for touch technology in
consumer electronics, and Synaptics’ expectations for increased revenue for mobile touchscreen
applications. Synaptics cautions that these statements are qualified by important factors that
could cause actual results to differ materially from those reflected by the forward-looking
statements contained herein. Such factors include, but are not limited to, (a) demand for
Synaptics’ products, (b) market demand for OEMs’ products using Synaptics’ solutions, (c) changing
market demand trends in the markets it serves, (d) the success of our customers’ products that
utilize our product solutions, (e) the development and launch cycles of our customers’ products,
(f) market pressures on selling prices, (g) changes in product mix, (h) the market acceptance of
our product solutions compared with competitors solutions, (i) general economic conditions,
including consumer confidence and demand, and (j) other risks as identified from time to time in
Synaptics’ SEC reports, including Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K
for the fiscal year ended June 30, 2010. All forward-looking statements are based on information
available to Synaptics on the date hereof, and Synaptics assumes no obligation to update such
statements.
(Tables to Follow)
SYNAPTICS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
| September 30, | June 30, | |||||||
| 2010 | 2010 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 230,620 | $ | 209,858 | ||||
Receivables, net of allowances of $616 and $500, respectively |
115,960 | 101,509 | ||||||
Inventories |
15,114 | 18,667 | ||||||
Prepaid expenses and other current assets |
4,686 | 4,471 | ||||||
Total current assets |
366,380 | 334,505 | ||||||
Property and equipment, net |
27,110 | 25,821 | ||||||
Goodwill |
1,927 | 1,927 | ||||||
Non-current auction rate securities |
28,359 | 28,012 | ||||||
Other assets |
26,013 | 24,414 | ||||||
Total assets |
$ | 449,789 | $ | 414,679 | ||||
Liabilities and stockholders’ equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 64,035 | $ | 65,618 | ||||
Accrued compensation |
10,163 | 11,330 | ||||||
Income taxes payable |
13,104 | 10,061 | ||||||
Other accrued liabilities |
20,574 | 18,962 | ||||||
Total current liabilities |
107,876 | 105,971 | ||||||
Convertible senior subordinated notes |
2,305 | 2,305 | ||||||
Other liabilities |
20,708 | 19,892 | ||||||
Commitments and contingencies |
||||||||
Stockholders’ equity: |
||||||||
Preferred stock;
|
||||||||
$.001 par value; 10,000,000 shares authorized;
no shares issued and outstanding |
— | — | ||||||
Common stock;
|
||||||||
$.001 par value; 60,000,000 shares authorized; 45,414,898 and
44,891,834 shares issued, 34,543,585 and 34,020,521
shares outstanding, respectively |
45 | 45 | ||||||
Additional paid in capital |
360,917 | 347,764 | ||||||
Less: 10,871,313 treasury shares, at cost |
(281,932 | ) | (281,932 | ) | ||||
Retained earnings |
237,818 | 219,119 | ||||||
Accumulated other comprehensive income |
2,052 | 1,515 | ||||||
Total stockholders’ equity |
318,900 | 286,511 | ||||||
Total liabilities and stockholders’ equity |
$ | 449,789 | $ | 414,679 | ||||
SYNAPTICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2010 | 2009 | |||||||
Net revenue |
$ | 153,185 | $ | 119,592 | ||||
Cost of revenue (1) |
90,357 | 71,270 | ||||||
Gross margin |
62,828 | 48,322 | ||||||
Operating expenses |
||||||||
Research and development (1) |
24,920 | 19,975 | ||||||
Selling, general, and administrative (1) |
15,548 | 13,764 | ||||||
Total operating expenses |
40,468 | 33,739 | ||||||
Operating income |
22,360 | 14,583 | ||||||
Interest income |
211 | 331 | ||||||
Interest expense |
(4 | ) | (1,423 | ) | ||||
Impairment (loss)/recovery on investments, net |
10 | (443 | ) | |||||
Income before income taxes |
22,577 | 13,048 | ||||||
Provision for income taxes (2) |
3,878 | 3,244 | ||||||
Net income |
$ | 18,699 | $ | 9,804 | ||||
Net income per share: |
||||||||
Basic |
$ | 0.54 | $ | 0.29 | ||||
Diluted |
$ | 0.52 | $ | 0.27 | ||||
Shares used in computing net income per share: |
||||||||
Basic |
34,402 | 34,341 | ||||||
Diluted |
35,900 | 35,968 | ||||||
(1) Includes share-based compensation charges of: |
||||||||
Cost of revenue |
$ | 308 | $ | 448 | ||||
Research and development |
3,427 | 2,798 | ||||||
Selling, general, and administrative |
4,171 | 3,802 | ||||||
| $ | 7,906 | $ | 7,048 | |||||
(2) Includes tax benefit for share-based compensation charges of: |
||||||||
| $ | 2,363 | $ | 2,201 | |||||
Non-GAAP net income per share: |
||||||||
Basic |
$ | 0.70 | $ | 0.50 | ||||
Diluted |
$ | 0.67 | $ | 0.48 | ||||
SYNAPTICS INCORPORATED
Computation of Basic and Diluted Net Income Per Share
(in thousands, except per share data)
(Unaudited)
Computation of Basic and Diluted Net Income Per Share
(in thousands, except per share data)
(Unaudited)
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2010 | 2009 | |||||||
Numerator: |
||||||||
Basic and diluted net income |
$ | 18,699 | $ | 9,804 | ||||
Denominator: |
||||||||
Shares, basic |
34,402 | 34,341 | ||||||
Effect of dilutive share-based awards |
1,498 | 1,627 | ||||||
Shares, diluted |
35,900 | 35,968 | ||||||
Net income per share: |
||||||||
Basic |
$ | 0.54 | $ | 0.29 | ||||
Diluted |
$ | 0.52 | $ | 0.27 | ||||
Computation of non-GAAP basic and
diluted net income per share (unaudited): |
||||||||
Numerator: |
||||||||
Reported net income |
$ | 18,699 | $ | 9,804 | ||||
Non-GAAP adjustments (net of tax): |
||||||||
Net (gain)/loss on investments |
(10 | ) | 443 | |||||
Non-cash interest expense |
— | 709 | ||||||
Discrete tax items |
— | 1,445 | ||||||
Share-based compensation |
5,543 | 4,847 | ||||||
Non-GAAP basic and diluted net income |
$ | 24,232 | $ | 17,248 | ||||
Non-GAAP net income per share: |
||||||||
Basic |
$ | 0.70 | $ | 0.50 | ||||
Diluted |
$ | 0.67 | $ | 0.48 | ||||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This website contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as "expect," "anticipate," "intend," "believe," "estimate," "plan," "target," "strategy," "continue," "may," "will," "should," variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our Annual Report on Form 10-K for our most recent fiscal year, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.