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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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 28, 2005
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 000-49602 | 77-0118518 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3120 SCOTT BLVD.
SUITE 130
SANTA CLARA, CALIFORNIA
95054
SUITE 130
SANTA CLARA, CALIFORNIA
95054
(408) 454-5100
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)) |
TABLE OF CONTENTS
| Item 2.02. Results of Operations and Financial Condition. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Exhibit 99.1 | ||||||||
Table of Contents
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 July 28, 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 July 28, 2005, entitled “Synaptics Reports Record Fiscal 2005 Results” |
Table of Contents
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, 2005 | By: | /s/ Russell J. Knittel | ||
| Russell J. Knittel | ||||
| Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Secretary | ||||
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EXHIBIT INDEX
| 99.1 | Press release from Synaptics Incorporated, dated July 28, 2005, entitled “Synaptics Reports Record Fiscal 2005 Results” |
Exhibit 99.1
| For more information contact: | ||||
|
Russ Knittel Synaptics Incorporated 408-454-5140 russk@synaptics.com |
Jennifer Jarman The Blueshirt Group 415-217-7722 jennifer@blueshirtgroup.com |
||
Synaptics Reports Record Fiscal 2005 Results
Santa Clara, CA – July 28, 2005 – Synaptics (Nasdaq: SYNA), a leader in interface solutions
for mobile computing, communications, and entertainment devices, today reported financial results
for the fourth quarter and fiscal year ended June 30, 2005.
Net revenue for the fourth quarter of fiscal 2005 was $56.8 million, an increase of approximately
62% over the $35.1 million of net revenue for the fourth quarter of fiscal 2004. Net income for
the fourth quarter of fiscal 2005 was $12.2 million, or $0.41 per diluted share, an increase of
approximately 227% compared with net income of $3.7 million, or $0.13 per diluted share, for the
fourth quarter of fiscal 2004. Fourth quarter 2005 net income includes the receipt of a one-time
payment related to patent licensing.
Net revenue for fiscal year 2005 was $208.1 million, an increase of 56% compared with net revenue
of $133.3 million for fiscal year 2004. Net income for fiscal 2005 was $38.0 million, or $1.30 per
diluted share. This compares with net income of $13.0 million, or $0.48 per diluted share, for
fiscal year 2004.
“Our fourth quarter performance caps off a phenomenal year for Synaptics,” stated Francis Lee,
President and Chief Executive Officer of Synaptics. “During fiscal 2005, we made solid progress in
expanding our revenue base and penetrating additional key markets. This includes our recent entry
into the cell phone market as we commenced shipment of our first interface solution during the
fourth quarter. This milestone supports our long-term growth strategy of market diversification,
and we will continue to selectively invest to take advantage of rapidly evolving market
opportunities for our solutions. The fast-paced markets we serve pose various challenges, but we
enter the new fiscal year with solid operating fundamentals and a strong balance sheet.”
Russ Knittel, Synaptics’ Chief Financial Officer, added, “Based on our current visibility, we
anticipate that revenue in the first fiscal quarter will be down 9% to 10% compared to the June
quarter. This anticipates seasonal growth in the notebook market with demand weighted towards
low-end consumer models and lower visibility in the hard disk drive MP3 player market.”
Earnings Call Information
The Synaptics fourth quarter teleconference and webcast is scheduled to begin at 2:00 p.m., Pacific Time, on Thursday, July 28, 2005, during which the company will provide forward-looking information. To participate on the live call, analysts and investors should dial 800-218-0204 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/.
The Synaptics fourth quarter teleconference and webcast is scheduled to begin at 2:00 p.m., Pacific Time, on Thursday, July 28, 2005, during which the company will provide forward-looking information. To participate on the live call, analysts and investors should dial 800-218-0204 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 Santa Clara, California. www.synaptics.com.
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 Santa Clara, 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’ anticipated revenue, its beliefs regarding the markets it serves, its view of its operating fundamentals, its assessment of market conditions, and its 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 Quarterly Reports on Form 10-Q and current reports on Form 8-K as well as 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.
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, its beliefs regarding the markets it serves, its view of its operating fundamentals, its assessment of market conditions, and its 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 Quarterly Reports on Form 10-Q and current reports on Form 8-K as well as 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)
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
| June 30, | June 30, | |||||||
| 2005 | 2004 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 72,232 | $ | 59,489 | ||||
Short term investments |
156,689 | 36,810 | ||||||
Total cash, cash equivalents, and short-term investments |
228,921 | 96,299 | ||||||
Receivables, net of allowances of $165 and $130
at June 30, 2005, and June 30, 2004, respectively |
34,388 | 21,875 | ||||||
Inventories |
7,731 | 6,525 | ||||||
Prepaid expenses and other current assets |
2,448 | 3,083 | ||||||
Total current assets |
273,488 | 127,782 | ||||||
Property and equipment, net |
14,615 | 1,829 | ||||||
Goodwill |
1,927 | 1,927 | ||||||
Other assets |
21,175 | 1,115 | ||||||
Total assets |
$ | 311,205 | $ | 132,653 | ||||
Liabilities and stockholders’ equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 12,390 | $ | 9,220 | ||||
Accrued compensation |
5,638 | 4,594 | ||||||
Income taxes payable |
14,867 | 4,018 | ||||||
Other accrued liabilities |
5,353 | 3,326 | ||||||
Total current liabilities |
38,248 | 21,158 | ||||||
Note payable to a related party |
1,500 | 1,500 | ||||||
Convertible senior subordinated notes |
125,000 | — | ||||||
Other liabilities |
1,797 | 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; 26,419,447
and 24,987,398 shares issued, respectively; and 25,280,447
and 24,987,398 shares outstanding, respectively |
25 | 25 | ||||||
Additional paid in capital |
106,686 | 88,334 | ||||||
Treasury stock; 1,139,000 and 0 shares, respectively, at cost |
(21,179 | ) | — | |||||
Deferred stock compensation |
(303 | ) | (634 | ) | ||||
Retained earnings |
59,560 | 21,575 | ||||||
Accumulated other comprehensive loss |
(129 | ) | (160 | ) | ||||
Total stockholders’ equity |
144,660 | 109,140 | ||||||
Total liabilities and stockholders’ equity |
$ | 311,205 | $ | 132,653 | ||||
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 | Twelve Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
Net revenue |
$ | 56,837 | $ | 35,147 | $ | 208,139 | $ | 133,276 | ||||||||
Cost of revenue |
30,555 | 19,958 | 112,090 | 77,244 | ||||||||||||
Gross margin |
26,282 | 15,189 | 96,049 | 56,032 | ||||||||||||
Operating expenses |
||||||||||||||||
Research and development |
6,543 | 5,580 | 24,991 | 21,419 | ||||||||||||
Selling, general, and administrative |
5,332 | 3,752 | 18,423 | 13,571 | ||||||||||||
Amortization of deferred stock
compensation |
70 | 120 | 328 | 517 | ||||||||||||
Restructuring |
— | — | — | 432 | ||||||||||||
Other operating expense (income) |
(3,800 | ) | — | (3,800 | ) | — | ||||||||||
Total operating expenses |
8,145 | 9,452 | 39,942 | 35,939 | ||||||||||||
Operating income |
18,137 | 5,737 | 56,107 | 20,093 | ||||||||||||
Interest income |
1,587 | 266 | 3,370 | 967 | ||||||||||||
Interest expense |
(485 | ) | (33 | ) | (1,145 | ) | (134 | ) | ||||||||
Income before income taxes |
19,239 | 5,970 | 58,332 | 20,926 | ||||||||||||
Provision for income taxes |
7,083 | 2,251 | 20,347 | 7,934 | ||||||||||||
Net income |
$ | 12,156 | $ | 3,719 | $ | 37,985 | $ | 12,992 | ||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.47 | $ | 0.15 | $ | 1.48 | $ | 0.53 | ||||||||
Diluted |
$ | 0.41 | $ | 0.13 | $ | 1.30 | $ | 0.48 | ||||||||
Shares used in computing net income
per share: |
||||||||||||||||
Basic |
25,717 | 24,871 | 25,736 | 24,418 | ||||||||||||
Diluted |
30,316 | 27,579 | 29,761 | 27,108 | ||||||||||||
Computation of basic and diluted net income per share:
(in thousands except per share data)
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
Numerator: |
||||||||||||||||
Basic net income per share |
$ | 12,156 | $ | 3,719 | $ | 37,985 | $ | 12,992 | ||||||||
Interest expense and amortization of debt issuance
costs on convertible notes (net of tax) |
266 | — | 602 | — | ||||||||||||
Diluted net income per share |
$ | 12,422 | $ | 3,719 | $ | 38,587 | $ | 12,992 | ||||||||
Denominator: |
||||||||||||||||
Shares, basic |
25,717 | 24,871 | 25,736 | 24,418 | ||||||||||||
Effect of dilutive stock options |
2,125 | 2,708 | 2,666 | 2,690 | ||||||||||||
Effect of convertible notes |
2,474 | — | 1,359 | — | ||||||||||||
Shares, diluted |
30,316 | 27,579 | 29,761 | 27,108 | ||||||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.47 | $ | 0.15 | $ | 1.48 | $ | 0.53 | ||||||||
Diluted |
$ | 0.41 | $ | 0.13 | $ | 1.30 | $ | 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.