UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 21, 2005
SYNAPTICS INCORPORATED
| DELAWARE | 000-49602 | 77-0118518 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2381 BERING DRIVE
SAN JOSE, CALIFORNIA
95131
(408) 434-0110
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
The registrant is furnishing this 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 April 21, 2005.
The information in this 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 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) | Exhibits. | |||
| Exhibit | ||||
| Number | ||||
| 99.1 | Press release from Synaptics Incorporated, dated April 21, 2005, entitled “Synaptics Reports Record Third Quarter Results; Announces Stock Repurchase Plan” | |||
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: April 21, 2005 | By: | /s/ Russell J. Knittel | ||
| Russell J. Knittel | ||||
| Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Secretary | ||||
EXHIBIT INDEX
| 99.1 | Press
release from Synaptics Incorporated, dated April 21, 2005,
entitled “Synaptics Reports Record Third Quarter Results;
Announces Stock Repurchase Plan” |
Exhibit 99.1
For more information contact:
Russ Knittel
|
Jennifer Jarman | |
Synaptics Incorporated
|
The Blueshirt Group | |
408-434-0110x140
|
415-217-7722 | |
russk@synaptics.com
|
jennifer@blueshirtgroup.com |
Synaptics Reports Record Third Quarter Results; Announces Stock Repurchase Plan
San Jose, CA – April 21, 2005 – Synaptics (Nasdaq: SYNA), a leader in interface solutions for mobile computing, communications, and entertainment devices, today reported financial results for the third fiscal quarter ended March 31, 2005.
Net revenue for the third quarter of fiscal 2005 was $56.7 million, an increase of approximately 65% over the $34.3 million of net revenue for the third quarter of fiscal 2004. Net income for the third quarter of fiscal 2005 was $11.7 million, or $0.38 per diluted share. This represents an increase of approximately 233% compared with net income of $3.5 million, or $0.13 per diluted share, for the third quarter of fiscal 2004.
“We are pleased to report another quarter of record revenue and earnings,” stated Francis Lee, President and Chief Executive Officer of Synaptics. “As anticipated, a seasonal decline in the notebook market was offset by strength in the portable music player market. Entering our last fiscal quarter, we are on track to achieve another record year, and I am pleased to announce that we have recently secured our first design win with a major OEM in the mobile phone market.”
Russ Knittel, Synaptics’ Chief Financial Officer, added, “Our backlog entering the June quarter remains very healthy at approximately $31 million. Based on our current visibility, we are anticipating that revenue in the fourth fiscal quarter will be approximately flat compared with the March quarter, reflecting strength in the PC market offset by general softness in the portable music player market.”
Synaptics also announced that its Board of Directors has authorized the repurchase of up to $40 million of the Company’s common stock in the open market or in privately negotiated transactions, depending upon market conditions and other factors.
“Based on the current price of our common stock, we believe that our stock repurchase program is an excellent use of capital. The decision to repurchase shares emphasizes our focus on stockholder value and our confidence in Synaptics’ future prospects. Our balance sheet is strong, with approximately $233 million in cash, cash equivalents and short-term investments at the end of our March 2005 quarter. Given our financial strength and our ability to generate cash, we remain well positioned to invest in our future,” concluded Mr. Lee.
Earnings Call Information
The Synaptics third quarter teleconference and webcast is scheduled to begin at 2:00 p.m., Pacific
Time, on Thursday, April 21, 2005, during which the company will provide forward-looking
information. To participate on the live call, analysts and investors should dial 800-867-0448 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 http://www.synaptics.com/.
About Synaptics Incorporated
Synaptics is a leading developer of 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 more than 50 percent 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 San Jose, California. www.synaptics.com.
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’ revenue expectations and the ability to generate cash,
Synaptics’ assessment of market conditions, and Synaptics’ competitive position in the notebook
computer and portable music player markets. 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 in the PC and portable digital entertainment markets, (b) market
demand for OEMs’ products using Synaptics’ solutions, (c) the failure of Synaptics’ products and
OEMs’ products to deliver commercially acceptable performance, and (d) other risks as identified
from time to time in Synaptics’ SEC reports, including the Quarterly Reports on Form 10-Q, current
reports on Form 8-K, and the Annual Report on Form 10-K for the fiscal year ended June 30, 2004.
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)
| March 31, | June 30, | |||||||
| 2005 | 2004 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 125,949 | $ | 59,489 | ||||
Short term investments |
106,651 | 36,810 | ||||||
Accounts receivable, net of allowances of $165 and $130
at March 31, 2005, and June 30, 2004, respectively |
32,432 | 21,875 | ||||||
Inventories |
10,831 | 6,525 | ||||||
Prepaid expenses and other current assets |
2,894 | 3,083 | ||||||
Total current assets |
278,757 | 127,782 | ||||||
Property and equipment, net |
12,387 | 1,829 | ||||||
Goodwill |
1,927 | 1,927 | ||||||
Other assets |
15,487 | 1,115 | ||||||
Total assets |
$ | 308,558 | $ | 132,653 | ||||
Liabilities and stockholders’ equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 11,042 | $ | 9,220 | ||||
Accrued compensation |
4,174 | 4,594 | ||||||
Income taxes payable |
9,181 | 4,018 | ||||||
Other accrued liabilities |
4,403 | 3,326 | ||||||
Total current liabilities |
28,800 | 21,158 | ||||||
Note payable to a related party |
1,500 | 1,500 | ||||||
Convertible senior subordinated notes |
125,000 | — | ||||||
Other liabilities |
874 | 855 | ||||||
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; 26,371,425
and 24,987,398 shares issued and outstanding, respectively |
26 | 25 | ||||||
Additional paid in capital |
105,484 | 88,334 | ||||||
Deferred stock compensation |
(372 | ) | (634 | ) | ||||
Retained earnings |
47,404 | 21,575 | ||||||
Accumulated other comprehensive loss |
(158 | ) | (160 | ) | ||||
Total stockholders’ equity |
152,384 | 109,140 | ||||||
Total liabilities and stockholders’ equity |
$ | 308,558 | $ | 132,653 | ||||
SYNAPTICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
Net revenue |
$ | 56,668 | $ | 34,284 | $ | 151,302 | $ | 98,129 | ||||||||
Cost of revenue |
30,481 | 19,726 | 81,535 | 57,286 | ||||||||||||
Gross margin |
26,187 | 14,558 | 69,767 | 40,843 | ||||||||||||
Operating expenses |
||||||||||||||||
Research and development |
6,157 | 5,613 | 18,448 | 15,839 | ||||||||||||
Selling, general, and administrative |
4,937 | 3,452 | 13,091 | 9,819 | ||||||||||||
Amortization of deferred stock
compensation |
71 | 128 | 258 | 397 | ||||||||||||
Restructuring |
— | — | — | 432 | ||||||||||||
Total operating expenses |
11,165 | 9,193 | 31,797 | 26,487 | ||||||||||||
Operating income |
15,022 | 5,365 | 37,970 | 14,356 | ||||||||||||
Interest income |
1,118 | 246 | 1,783 | 701 | ||||||||||||
Interest expense |
(483 | ) | (33 | ) | (660 | ) | (101 | ) | ||||||||
Income before income taxes |
15,657 | 5,578 | 39,093 | 14,956 | ||||||||||||
Provision for income taxes |
3,983 | 2,073 | 13,264 | 5,683 | ||||||||||||
Net income |
$ | 11,674 | $ | 3,505 | $ | 25,829 | $ | 9,273 | ||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.44 | $ | 0.14 | $ | 1.00 | $ | 0.38 | ||||||||
Diluted |
$ | 0.38 | $ | 0.13 | $ | 0.88 | $ | 0.34 | ||||||||
Shares used in computing net income
per share: |
||||||||||||||||
Basic |
26,315 | 24,671 | 25,743 | 24,267 | ||||||||||||
Diluted |
31,464 | 27,451 | 29,588 | 26,921 | ||||||||||||
Computation of basic and diluted net income per share:
(in thousands except per share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
Numerator: |
||||||||||||||||
Basic net income per share |
$ | 11,674 | $ | 3,505 | $ | 25,829 | $ | 9,273 | ||||||||
Interest expense and amortization of debt issuance
costs on convertible notes (net of tax) |
266 | — | 335 | — | ||||||||||||
Diluted net income per share |
$ | 11,940 | $ | 3,505 | $ | 26,164 | $ | 9,273 | ||||||||
Denominator: |
||||||||||||||||
Shares, basic |
26,315 | 24,671 | 25,743 | 24,267 | ||||||||||||
Effect of dilutive stock options |
2,675 | 2,780 | 2,857 | 2,654 | ||||||||||||
Effect of convertible notes |
2,474 | — | 988 | — | ||||||||||||
Shares, diluted |
31,464 | 27,451 | 29,588 | 26,921 | ||||||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.44 | $ | 0.14 | $ | 1.00 | $ | 0.38 | ||||||||
Diluted |
$ | 0.38 | $ | 0.13 | $ | 0.88 | $ | 0.34 | ||||||||
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.