Form 8-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2011
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 July 28, 2011.
The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
The registrant does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the registrant’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.
The text included with this Current Report is available on the registrant’s website located at www.synaptics.com, although the registrant reserves the right to discontinue that availability at any time.
Item 9.01.  
Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
         
Exhibit  
Number  
       
 
  99.1    
Press release from Synaptics Incorporated, dated July 28, 2011, entitled “Synaptics Reports Record Results for 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: July 28, 2011  By:   /s/ Kathleen A. Bayless    
    Kathleen A. Bayless   
    Chief Financial Officer, Secretary, and Treasurer   

 

2


 

EXHIBIT INDEX
         
Exhibit    
Number   Description
       
 
  99.1    
Press release from Synaptics Incorporated, dated July 28, 2011, entitled “Synaptics Reports Record Results for Fiscal 2011”

 

 

Exhibit 99.1

Exhibit 99.1

(Synaptics LOGO)

For more information contact:

Jennifer Jarman

The Blueshirt Group

415-217-5866

jennifer@blueshirtgroup.com

Synaptics Reports Record Results for Fiscal 2011

    Third consecutive year of record revenue, net income, and EPS
    Revenue from mobile touchscreen applications up 72% over prior year

Santa Clara, CA – July 28, 2011 – Synaptics (NASDAQ: SYNA), a leading developer of human interface solutions for mobile computing, communications, and entertainment devices, today reported financial results for its fourth fiscal quarter and year ended June 30, 2011.

Net revenue for fiscal 2011 reached a record $598.5 million, an increase of 16% over net revenue of $514.9 million for fiscal 2010. Net income for fiscal 2011 of $63.8 million, or $1.80 per diluted share, was also a record and increased 20% over net income of $53.0 million, or $1.50 per diluted share, for fiscal 2010.

Non-GAAP net income for fiscal 2011 of $88.9 million, or $2.51 per diluted share, was also a record. Non-GAAP net income and diluted earnings per share for fiscal 2010 were $80.0 million and $2.26, respectively. (See attached table for a reconciliation of GAAP to non-GAAP results.)

Net revenue for the fourth quarter of fiscal 2011 was $143.4 million compared with $145.8 million for the comparable quarter last year. Net income for the fourth quarter of fiscal 2011 was $13.9 million, or $0.40 per diluted share, compared with net income of $19.3 million, or $0.54 per diluted share, for the comparable quarter last year.

Non-GAAP net income for the fourth quarter of fiscal 2011 was $19.8 million, or $0.57 per diluted share, compared with non-GAAP 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.)

“We are pleased to report our third consecutive year of record results,” stated Russ Knittel, Interim President and CEO. “During the year, we made great progress in enhancing and broadening our product portfolio. We are very pleased with our customers’ response, evidenced by increased design activity, and enter fiscal 2012 well positioned to meet customer requirements and the expanding market opportunities.”

For the fourth quarter of fiscal 2011, PC revenue of $77.8 million decreased 8% from the comparable quarter last year and represented 54% of total revenue. Non-PC revenue of $65.6 million represented 46% of total revenue for the fourth quarter of fiscal 2011 and increased 7% over the comparable quarter last year. Non-PC revenue consisted almost entirely of revenue from mobile phone applications, reflecting continued strong unit growth.

 

1


 

(Synaptics LOGO)

Cash at June 30, 2011 totaled $247.2 million. Cash flow from operations for the fourth quarter of fiscal 2011 was $25.2 million, and the company used $30 million to repurchase one million shares of common stock. Cash flow from operations for the fiscal year was $89.7 million, and $70.2 million was used to repurchase 2.5 million shares of common stock.

Kathy Bayless, CFO, added, “Considering our backlog of approximately $76.0 million, customer forecasts, and the resulting expected product mix, we anticipate revenue to be in the range of $128.0 million to $136.0 million for the September quarter. We expect PC revenue to be flat to down on a sequential basis, reflecting the timing difference between our sell-in and OEM sell-through, as well as lower revenue from mobile applications due to changes in product mix.”

Mr. Knittel added, “The ongoing product transition away from integrated touchscreen modules in the first half of fiscal 2012 will be evident in our top line comparisons year-over-year, resulting in lower revenue, but also expanding gross margin. We anticipate returning to double-digit revenue growth in the second half of fiscal 2012, resulting in revenue of flat to slightly up for the fiscal year. We expect gross margins to trend up toward the high end of our historical range, providing operating profit leverage.”

Earnings Call Information
The Synaptics fourth quarter fiscal 2011 teleconference and webcast is scheduled to begin at 2:00 p.m., Pacific Time, on Thursday, July 28, 2011, during which the company will provide forward-looking information. To participate on the live call, analysts and investors should dial 877-941-4774 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, tablets, 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, California. www.synaptics.com

 

2


 

(Synaptics LOGO)

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 share-based 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 the company’s assessment of the progress it has made in enhancing and broadening its product portfolio; the response of the company’s customers as evidenced by increased design activity; the company’s belief that it is well positioned to meet customer requirements and expanding market opportunities; the company’s belief that its ongoing product transition will be evident in its top line comparisons year-over-year, but also expanding gross margin; the company’s anticipation of returning to double-digit revenue growth in the second half of fiscal 2012, resulting in revenue to be flat to slightly up for the fiscal year with gross margins trending up toward the high end of its historic range providing operating profit leverage; the company’s anticipated revenue for the September quarter; the company’s expectations that PC revenue for its September quarter will be flat to down from the June quarter due to timing differences; and the company’s expectations that revenue from mobile applications for its September quarter will be lower than the June quarter due to changes in product mix. 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,

 

3


 

(c) changing market demand trends in the markets Synaptics serves, (d) the success of Synaptics’ customers’ products that utilize Synaptics’ product solutions, (e) the development and launch cycles of Synaptics’ customers’ products, (f) market pressures on selling prices, (g) changes in product mix, (h) the market acceptance of Synaptics’ 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)

 

4


 

SYNAPTICS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
                 
    June 30,     June 30,  
    2011     2010  
 
               
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 247,153     $ 209,858  
Receivables, net of allowances of $709 and $500, respectively
    93,808       101,509  
Inventories
    28,850       18,667  
Prepaid expenses and other current assets
    4,373       4,471  
 
           
Total current assets
    374,184       334,505  
 
               
Property and equipment, net
    26,222       25,821  
Goodwill
    1,927       1,927  
Non-current auction rate securities
    25,876       28,012  
Other assets
    27,992       24,414  
 
           
Total assets
  $ 456,201     $ 414,679  
 
           
 
               
Liabilities and stockholders’ equity
               
Current liabilities:
               
Accounts payable
  $ 44,930     $ 65,618  
Accrued compensation
    13,210       11,330  
Income taxes payable
    11,808       10,061  
Other accrued liabilities
    22,813       18,962  
 
           
Total current liabilities
    92,761       105,971  
 
               
Convertible senior subordinated notes
    2,305       2,305  
Other liabilities
    21,142       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; 120,000,000 and 60,000,000 shares authorized; 46,832,208 and 44,891,834 shares issued, and 33,465,732 and 34,020,521 shares outstanding, respectively
    47       45  
Additional paid in capital
    406,653       347,764  
Less: 13,366,476 and 10,871,313 treasury shares, respectively, at cost
    (352,142 )     (281,932 )
Retained earnings
    282,915       219,119  
Accumulated other comprehensive income
    2,520       1,515  
 
           
Total stockholders’ equity
    339,993       286,511  
 
           
Total liabilities and stockholders’ equity
  $ 456,201     $ 414,679  
 
           

 

 


 

SYNAPTICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
                                 
    Three Months Ended     Twelve Months Ended  
    June 30,     June 30,  
    2011     2010     2011     2010  
 
Net revenue
  $ 143,366     $ 145,763     $ 598,538     $ 514,890  
Cost of revenue (1)
    82,778       86,516       352,468       306,188  
 
                       
Gross margin
    60,588       59,247       246,070       208,702  
Operating expenses
                               
Research and development (1)
    27,487       22,923       105,003       86,552  
Selling, general, and administrative (1)
    16,799       15,053       68,549       60,027  
 
                       
Total operating expenses
    44,286       37,976       173,552       146,579  
 
                       
 
                               
Operating income
    16,302       21,271       72,518       62,123  
Interest income
    232       205       911       977  
Interest expense
    (4 )     (5 )     (17 )     (2,400 )
Impairment (loss)/recovery on investments, net
    39             59       (443 )
 
                       
Income before income taxes
    16,569       21,471       73,471       60,257  
Provision for income taxes (2)
    2,646       2,143       9,675       7,292  
 
                       
Net income
  $ 13,923     $ 19,328     $ 63,796     $ 52,965  
 
                       
 
                               
Net income per share:
                               
Basic
  $ 0.41     $ 0.57     $ 1.87     $ 1.57  
 
                       
Diluted
  $ 0.40     $ 0.54     $ 1.80     $ 1.50  
 
                       
 
                               
Shares used in computing net income per share:
                               
Basic
    33,816       33,867       34,042       33,836  
 
                       
Diluted
    35,011       35,514       35,454       35,423  
 
                       
 
                               
(1)    Includes share-based compensation charges of:
 
                               
Cost of revenue
  $ 262     $ 491     $ 1,294     $ 2,307  
Research and development
    3,694       3,558       13,823       14,330  
Selling, general, and administrative
    4,261       3,988       18,808       18,739  
 
                       
 
  $ 8,217     $ 8,037     $ 33,925     $ 35,376  
 
                       
 
                               
(2)    Includes tax benefit for share-based compensation charges of:
 
                               
 
  $ 2,319     $ 2,600     $ 9,745     $ 9,642  
 
                       
 
                               
Non-GAAP net income per share:
                               
Basic
  $ 0.58     $ 0.73     $ 2.61     $ 2.36  
 
                       
Diluted
  $ 0.57     $ 0.70     $ 2.51     $ 2.26  
 
                       

 

 


 

SYNAPTICS INCORPORATED
Reconciliation of Non-GAAP Net Income and Net Income Per Share
(In thousands, except per share data)
(Unaudited)
                                 
    Three Months Ended     Twelve Months Ended  
    June 30,     June 30,  
    2011     2010     2011     2010  
 
                               
Reported net income
  $ 13,923     $ 19,328     $ 63,796     $ 52,965  
 
                       
Non-GAAP adjustments (net of tax):
                               
Non-recurring CEO resignation costs
                1,006        
Net (gain)/loss on investments
    (39 )           (59 )     443  
Non-cash interest expense
                      1,192  
Discrete tax items
                      (370 )
Share-based compensation
    5,898       5,437       24,180       25,734  
 
                       
Non-GAAP basic and diluted net income
  $ 19,782     $ 24,765     $ 88,923     $ 79,964  
 
                       
 
                               
Non-GAAP net income per share:
                               
Basic
  $ 0.58     $ 0.73     $ 2.61     $ 2.36  
 
                       
Diluted
  $ 0.57     $ 0.70     $ 2.51     $ 2.26  
 
                       

 

 

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.