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): January 26, 2012

 

 

 

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, including 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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 

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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 January 26, 2012.

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 January 26, 2012, entitled “Synaptics Reports Second Quarter Fiscal 2012 Results”

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				SYNAPTICS INCORPORATED
Date: January 26, 2012				By:		/s/ Kathleen A. Bayless
						Kathleen A. Bayless Senior Vice President, Chief Financial Officer, Secretary, and Treasurer

 

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press release from Synaptics Incorporated, dated January 26, 2012, entitled “Synaptics Reports Second Quarter Fiscal 2012 Results”

 

Exhibit 99.1

 

				For more information contact:
				Jennifer Jarman
				The Blueshirt Group
				415-217-5866
				jennifer@blueshirtgroup.com

Synaptics Reports Second Quarter Fiscal 2012 Results

 

•

Revenue up 9%; non-GAAP EPS up 19%, sequentially

 

•

Product mix drives further expansion of gross margin percentage

 

•

Strong new product line-up announced at Consumer Electronics Show

Santa Clara, CA – January 26, 2012 – Synaptics (NASDAQ: SYNA), a leading developer of human interface solutions for mobile computing, communications, and entertainment devices, today reported financial results for its second fiscal quarter ended December 31, 2011.

Net revenue for the second quarter of fiscal 2012 was $145.5 million compared with $159.6 million for the comparable quarter last year. Net income for the second quarter of fiscal 2012 was $17.4 million, or $0.51 per diluted share, compared with net income of $17.7 million, or $0.50 per diluted share, for the comparable quarter last year.

Non-GAAP net income for the second quarter of fiscal 2012 was $23.0 million, or $0.68 per diluted share, compared with non-GAAP net income of $25.4 million, or $0.72 per diluted share, for the second quarter of fiscal 2011. (See attached table for a reconciliation of GAAP to non-GAAP results.)

“Our second quarter performance reflects a 9% sequential increase in revenue and a further expansion of our gross margin percentage, driving strong operating leverage. Year-over-year revenue continues to be impacted, as anticipated, by our product transition in mobile and a continued soft PC market,” stated Rick Bergman, President and CEO. “Synaptics is advancing the touch market with new technologies driven by our industry-leading systems-engineering expertise, including our recently announced Design Studio 4 tools with SignalClarity, our in-cell and integrated display driver technology for mobile touchscreens, our leadership in the growing Ultrabook market, and our new ClearPad 7300 high-performance single chip offering for the large touchscreen tablet market.”

For the second quarter of fiscal 2012, non-PC revenue of $78.4 million, consisting almost entirely of mobile phone touchscreen applications, decreased 11% from the year ago quarter. Mobile unit volume continued to grow substantially, with revenue impacted by the product mix transition from integrated touchscreen modules to lower priced, higher gross margin chip or tail touchscreen solutions. PC revenue of $67.1 million decreased 6% from the comparable quarter last year, primarily reflecting lower PC peripherals revenue, and represented 46% of net revenue.

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Cash at December 31, 2011 totaled $282.5 million. Cash flow from operations for the second quarter of fiscal 2012 was $29.2 million.

Kathy Bayless, CFO, added, “Overall visibility remains limited amidst global macroeconomic concerns. Considering our backlog of approximately $69.0 million, customer forecasts, and the resulting expected product mix, we anticipate revenue for the third quarter to be in the range of $128.0 million to $136.0 million. We expect both PC and non-PC revenue to be down sequentially based on seasonal trends.”

Earnings Call Information

The Synaptics second quarter fiscal 2012 teleconference and webcast is scheduled to begin at 2:00 p.m., Pacific Time, on Thursday, January 26, 2012, during which the company will provide forward-looking information. To participate on the live call, analysts and investors should dial 877-941-1427 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

Use of Non-GAAP Financial Information

In evaluating its business, Synaptics considers and uses net income excluding share-based compensation and unusual or non-recurring items as a supplemental measure of operating performance. Net income excluding share-based compensation and unusual or non-recurring items is not a measurement of the company’s financial performance under GAAP and should not be considered as an alternative to GAAP net income. The company presents net income excluding share-based compensation and unusual or non-recurring items because it considers it an important supplemental measure of its performance. The company believes this measure facilitates operating performance comparisons from period to period by eliminating potential differences in net income caused by the existence and timing of share-based compensation charges and unusual or non-recurring items. Net income excluding share-based compensation and unusual or non-recurring items has limitations as an analytical tool and should not be considered in solation 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.

 

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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 advancing the touch market with new technologies driven by its industry-leading systems-engineering expertise; the company’s anticipated revenue for the third quarter of fiscal 2012; and the company’s expectations that both PC and non-PC revenue will be down sequentially based on seasonal trends. 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 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, 2011. 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)

 

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SYNAPTICS INCORPORATED

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

 

			September 30,				September 30,
		December 31, 2011				June 30, 2011
Assets
Current assets:
Cash and cash equivalents		$	282,465			$	247,153
Receivables, net of allowances of $709			86,748				93,808
Inventories			29,223				28,850
Prepaid expenses and other current assets			5,159				4,373
Total current assets			403,595				374,184
Property and equipment, net			25,645				26,222
Goodwill			1,927				1,927
Non-current auction rate securities			21,922				25,876
Other assets			28,802				27,992
Total assets		$	481,891			$	456,201
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	47,847			$	44,930
Accrued compensation			12,897				13,210
Income taxes payable			7,940				11,808
Other accrued liabilities			24,142				22,813
Total current liabilities			92,826				92,761
Notes payable			2,305				2,305
Other liabilities			22,869				21,142
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 shares authorized; 47,624,994 and 46,832,208 shares issued, and 32,867,195 and 33,465,732 shares outstanding, respectively			48				47
Additional paid in capital			435,483				406,653
Less: 14,757,799 and 13,366,476 treasury shares, respectively, at cost			(385,666	)			(352,142	)
Retained earnings			313,313				282,915
Accumulated other comprehensive income			713				2,520
Total stockholders’ equity			363,891				339,993
Total liabilities and stockholders’ equity		$	481,891			$	456,201

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SYNAPTICS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

 

			September 30,				September 30,				September 30,				September 30,
		Three Months Ended December 31,								Six Months Ended December 31,
		2011				2010				2011				2010
Net revenue		$	145,470			$	159,581			$	278,916			$	312,766
Cost of revenue (1)			76,747				94,543				148,933				184,900
Gross margin			68,723				65,038				129,983				127,866
Operating expenses
Research and development (1)			29,837				26,640				58,063				51,560
Selling, general, and administrative (1)			17,721				18,958				34,430				34,506
Total operating expenses			47,558				45,598				92,493				86,066
Operating income			21,165				19,440				37,490				41,800
Interest income			251				226				451				437
Interest expense			(5	)			(5	)			(9	)			(9	)
Impairment (loss)/recovery on investments, net			(7	)			—				13				10
Income before income taxes			21,404				19,661				37,945				42,238
Provision for income taxes (2)			4,021				1,983				7,547				5,861
Net income		$	17,383			$	17,678			$	30,398			$	36,377
Net income per share:
Basic		$	0.53			$	0.52			$	0.93			$	1.06
Diluted		$	0.51			$	0.50			$	0.89			$	1.02
Shares used in computing net income per share:
Basic			32,569				33,954				32,717				34,181
Diluted			34,005				35,360				33,972				35,644
(1) Includes share-based compensation charges of:
Cost of revenue		$	275			$	369			$	590			$	677
Research and development			3,899				3,325				7,440				6,752
Selling, general, and administrative			4,326				5,757				8,636				9,928
		$	8,500			$	9,451			$	16,666			$	17,357
(2) Includes tax benefit for share-based compensation charges of:
		$	2,865			$	2,716			$	4,880			$	5,079
Non-GAAP net income per share:
Basic		$	0.71			$	0.75			$	1.29			$	1.45
Diluted		$	0.68			$	0.72			$	1.24			$	1.39

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SYNAPTICS INCORPORATED

Reconciliation of Non-GAAP Net Income and Net Income Per Share

(In thousands, except per share data)

(Unaudited)

 

			September 30,				September 30,				September 30,				September 30,
		Three Months Ended December 31,								Six Months Ended December 31,
		2011				2010				2011				2010
Reported net income		$	17,383			$	17,678			$	30,398			$	36,377
Non-GAAP adjustments (net of tax):
Nonrecurring CEO resignation costs			—				1,006				—				1,006
Net loss/(recovery) on investments			7				—				(13	)			(10	)
Share-based compensation			5,635				6,735				11,786				12,278
Non-GAAP basic and diluted net income		$	23,025			$	25,419			$	42,171			$	49,651
Non-GAAP net income per share:
Basic		$	0.71			$	0.75			$	1.29			$	1.45
Diluted		$	0.68			$	0.72			$	1.24			$	1.39