UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 30, 2019
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number 000-49602
SYNAPTICS INCORPORATED
(Exact name of registrant as specified in its charter)
|
Delaware |
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77-0118518 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
1251 McKay Drive
San Jose, California 95131
(Address of principal executive offices) (Zip code)
(408) 904-1100
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Common Stock, par value $.001 per share |
SYNA |
The NASDAQ Global Select Market |
Number of shares of Common Stock outstanding at May 2, 2019: 34,498,484
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 30, 2019
TABLE OF CONTENTS
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Item 1. |
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3 |
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Condensed Consolidated Balance Sheets—March 31, 2019 and June 30, 2018 |
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Condensed Consolidated Statements of Operations—Three and Nine Months Ended March 31, 2019 and 2018 |
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Condensed Consolidated Statements of Cash Flows—Nine Months Ended March 31, 2019 and 2018 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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33 |
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Item 4. |
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33 |
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Item 1. |
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34 |
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Item 1A. |
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34 |
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Item 2. |
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34 |
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Item 6. |
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35 |
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36 |
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ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except par value and share amounts)
(unaudited)
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March 31, |
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June 30, |
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2019 |
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2018 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
323.8 |
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$ |
301.0 |
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Accounts receivable, net of allowances of $2.1 and $1.8 at March 31, 2019 and June 30, 2018, respectively |
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266.8 |
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289.1 |
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Inventories |
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153.1 |
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131.2 |
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Prepaid expenses and other current assets |
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23.2 |
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18.2 |
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Total current assets |
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766.9 |
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739.5 |
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Property and equipment at cost, net of accumulated depreciation of $137.7 and $127.4 at March 31, 2019 and June 30, 2018, respectively |
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104.8 |
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117.8 |
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Goodwill |
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372.8 |
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372.8 |
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Acquired intangibles, net |
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163.1 |
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219.2 |
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Non-current other assets |
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61.0 |
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50.5 |
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$ |
1,468.6 |
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$ |
1,499.8 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
117.9 |
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$ |
156.9 |
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Accrued compensation |
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22.1 |
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25.4 |
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Income taxes payable |
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1.0 |
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13.1 |
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Acquisition-related liabilities |
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— |
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8.7 |
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Other accrued liabilities |
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99.1 |
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79.7 |
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Total current liabilities |
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240.1 |
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283.8 |
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Convertible notes, net |
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463.8 |
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450.7 |
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Other long-term liabilities |
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38.0 |
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36.0 |
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Total liabilities |
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741.9 |
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770.5 |
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Stockholders' Equity: |
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Common stock: |
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$0.001 par value; 120,000,000 shares authorized, 63,942,166 and 62,889,679 shares issued, and 34,452,290 and 35,249,803 shares outstanding, at March 31, 2019 and June 30, 2018, respectively |
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0.1 |
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0.1 |
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Additional paid-in capital |
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1,248.1 |
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1,195.2 |
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Treasury stock: 29,489,876 and 27,639,876 common treasury shares at March 31, 2019 and June 30, 2018, respectively, at cost |
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(1,151.2 |
) |
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(1,073.9 |
) |
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Accumulated other comprehensive income |
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— |
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1.5 |
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Retained earnings |
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629.7 |
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606.4 |
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Total stockholders' equity |
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726.7 |
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729.3 |
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$ |
1,468.6 |
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$ |
1,499.8 |
|
See accompanying notes to condensed consolidated financial statements (unaudited).
3
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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March 31, |
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March 31, |
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2019 |
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2018 |
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2019 |
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2018 |
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Net revenue |
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$ |
334.0 |
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$ |
394.0 |
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$ |
1,177.1 |
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$ |
1,241.8 |
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Cost of revenue |
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218.0 |
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271.1 |
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770.4 |
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889.3 |
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Gross margin |
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116.0 |
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122.9 |
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406.7 |
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352.5 |
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Operating expenses: |
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Research and development |
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82.6 |
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93.7 |
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256.9 |
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273.0 |
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Selling, general, and administrative |
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34.2 |
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37.9 |
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103.6 |
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115.6 |
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Acquired intangibles amortization |
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3.0 |
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1.4 |
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8.8 |
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8.5 |
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Restructuring costs |
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— |
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2.2 |
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10.4 |
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8.6 |
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Total operating expenses |
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119.8 |
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135.2 |
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379.7 |
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405.7 |
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Operating income/(loss) |
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(3.8 |
) |
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(12.3 |
) |
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27.0 |
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(53.2 |
) |
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Interest and other expense, net |
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(4.3 |
) |
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(4.7 |
) |
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(10.5 |
) |
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(15.4 |
) |
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Income/(loss) before provision for income taxes and equity investment loss |
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(8.1 |
) |
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(17.0 |
) |
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16.5 |
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(68.6 |
) |
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Provision/(benefit) for income taxes |
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|
(15.3 |
) |
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(3.9 |
) |
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(8.1 |
) |
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52.6 |
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Equity investment loss |
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(0.5 |
) |
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(0.6 |
) |
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(1.3 |
) |
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(1.4 |
) |
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Net income/(loss) |
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$ |
6.7 |
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$ |
(13.7 |
) |
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$ |
23.3 |
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$ |
(122.6 |
) |
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Net income/(loss) per share: |
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Basic |
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$ |
0.19 |
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$ |
(0.40 |
) |
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$ |
0.67 |
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$ |
(3.61 |
) |
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Diluted |
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$ |
0.19 |
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$ |
(0.40 |
) |
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$ |
0.66 |
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$ |
(3.61 |
) |
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Shares used in computing net income/(loss) per share: |
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Basic |
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34.4 |
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34.5 |
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34.7 |
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34.0 |
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Diluted |
|
|
35.0 |
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|
34.5 |
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|
|
35.5 |
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|
34.0 |
|
See accompanying notes to condensed consolidated financial statements (unaudited).
4
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(in millions)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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March 31, |
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March 31, |
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2019 |
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2018 |
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2019 |
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2018 |
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Net income/(loss) |
|
$ |
6.7 |
|
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$ |
(13.7 |
) |
|
$ |
23.3 |
|
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$ |
(122.6 |
) |
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Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Change in unrealized net gain on investment |
|
|
— |
|
|
|
— |
|
|
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(1.5 |
) |
|
|
— |
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Net current period-other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
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(1.5 |
) |
|
|
— |
|
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Comprehensive income/(loss) |
|
$ |
6.7 |
|
|
$ |
(13.7 |
) |
|
$ |
21.8 |
|
|
$ |
(122.6 |
) |
See accompanying notes to condensed consolidated financial statements (unaudited).
5
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except share amounts)
(unaudited)
|
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Accumulated |
|
|
|
|
|
|
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Additional |
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Other |
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Total |
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Common Stock |
|
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Paid-in |
|
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Treasury |
|
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Comprehensive |
|
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Retained |
|
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Stock |
|
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Income |
|
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Earnings |
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Equity |
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Balance at June 30, 2018 |
|
|
62,889,679 |
|
|
$ |
0.1 |
|
|
$ |
1,195.2 |
|
|
$ |
(1,073.9 |
) |
|
$ |
1.5 |
|
|
$ |
606.4 |
|
|
$ |
729.3 |
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.8 |
|
|
|
3.8 |
|
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Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.5 |
) |
|
|
— |
|
|
|
(1.5 |
) |
|
Issuance of common stock for share- based award compensation plans |
|
|
140,379 |
|
|
|
— |
|
|
|
2.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.1 |
|
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Payroll taxes for deferred stock units |
|
|
— |
|
|
|
— |
|
|
|
(0.9 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.9 |
) |
|
Purchases of treasury stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(39.4 |
) |
|
|
— |
|
|
|
— |
|
|
|
(39.4 |
) |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
16.7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16.7 |
|
|
Balance at September 30, 2018 |
|
|
63,030,058 |
|
|
|
0.1 |
|
|
|
1,213.1 |
|
|
|
(1,113.3 |
) |
|
|
— |
|
|
|
610.2 |
|
|
|
710.1 |
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12.8 |
|
|
|
12.8 |
|
|
Issuance of common stock for share- based award compensation plans |
|
|
773,486 |
|
|
|
— |
|
|
|
9.3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9.3 |
|
|
Payroll taxes for deferred stock units |
|
|
— |
|
|
|
— |
|
|
|
(6.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6.3 |
) |
|
Purchases of treasury stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(37.9 |
) |
|
|
— |
|
|
|
— |
|
|
|
(37.9 |
) |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
16.2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16.2 |
|
|
Balance at December 31, 2018 |
|
|
63,803,544 |
|
|
|
0.1 |
|
|
|
1,232.3 |
|
|
|
(1,151.2 |
) |
|
|
— |
|
|
|
623.0 |
|
|
|
704.2 |
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6.7 |
|
|
|
6.7 |
|
|
Issuance of common stock for share- based award compensation plans |
|
|
138,622 |
|
|
|
— |
|
|
|
1.7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.7 |
|
|
Payroll taxes for deferred stock units |
|
|
— |
|
|
|
— |
|
|
|
(1.8 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.8 |
) |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
15.9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15.9 |
|
|
Balance at March 31, 2019 |
|
|
63,942,166 |
|
|
$ |
0.1 |
|
|
$ |
1,248.1 |
|
|
$ |
(1,151.2 |
) |
|
$ |
— |
|
|
$ |
629.7 |
|
|
$ |
726.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements (unaudited).
6
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Total |
|
|||
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Treasury |
|
|
Comprehensive |
|
|
Retained |
|
|
Stockholders' |
|
||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Stock |
|
|
Income |
|
|
Earnings |
|
|
Equity |
|
|||||||
|
Balance at June 30, 2017 |
|
|
60,579,911 |
|
|
$ |
0.1 |
|
|
$ |
1,005.8 |
|
|
$ |
(980.3 |
) |
|
$ |
1.5 |
|
|
$ |
730.5 |
|
|
$ |
757.6 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(26.5 |
) |
|
|
(26.5 |
) |
|
Issuance of common stock for share- based award compensation plans |
|
|
68,858 |
|
|
|
— |
|
|
|
1.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.1 |
|
|
Issuance of common stock for acquisition |
|
|
726,666 |
|
|
|
|
|
|
|
39.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39.1 |
|
|
Payroll taxes for deferred stock units |
|
|
— |
|
|
|
— |
|
|
|
(0.5 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.5 |
) |
|
Purchases of treasury stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(93.6 |
) |
|
|
— |
|
|
|
— |
|
|
|
(93.6 |
) |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
16.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16.5 |
|
|
Issuance of Convertible debt |
|
|
— |
|
|
|
— |
|
|
|
52.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
52.1 |
|
|
Balance at September 30, 2017 |
|
|
61,375,435 |
|
|
|
0.1 |
|
|
|
1,114.1 |
|
|
|
(1,073.9 |
) |
|
|
1.5 |
|
|
|
704.0 |
|
|
|
745.8 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(82.4 |
) |
|
|
(82.4 |
) |
|
Issuance of common stock for share- based award compensation plans |
|
|
557,907 |
|
|
|
— |
|
|
|
8.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8.1 |
|
|
Payroll taxes for deferred stock units |
|
|
— |
|
|
|
— |
|
|
|
(4.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4.1 |
) |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
17.8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17.8 |
|
|
Balance at December 31, 2017 |
|
|
61,933,342 |
|
|
|
0.1 |
|
|
|
1,135.9 |
|
|
|
(1,073.9 |
) |
|
|
1.5 |
|
|
|
621.6 |
|
|
|
685.2 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13.7 |
) |
|
|
(13.7 |
) |
|
Issuance of common stock for share- based award compensation plans |
|
|
300,769 |
|
|
|
— |
|
|
|
5.8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5.8 |
|
|
Payroll taxes for deferred stock units |
|
|
— |
|
|
|
— |
|
|
|
(0.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.2 |
) |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
18.8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18.8 |
|
|
Balance at March 31, 2018 |
|
|
62,234,111 |
|
|
$ |
0.1 |
|
|
$ |
1,160.3 |
|
|
$ |
(1,073.9 |
) |
|
$ |
1.5 |
|
|
$ |
607.9 |
|
|
$ |
695.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements (unaudited).
7
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|
|
Nine Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2019 |
|
|
2018 |
|
||
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
Net income/(loss) |
|
$ |
23.3 |
|
|
$ |
(122.6 |
) |
|
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Share-based compensation costs |
|
|
48.7 |
|
|
|
53.1 |
|
|
Depreciation and amortization |
|
|
27.5 |
|
|
|
28.6 |
|
|
Acquired intangibles amortization |
|
|
56.1 |
|
|
|
62.0 |
|
|
Deferred taxes |
|
|
(12.4 |
) |
|
|
16.8 |
|
|
Amortization of convertible debt discount and issuance costs |
|
|
13.1 |
|
|
|
12.7 |
|
|
Amortization of debt issuance costs |
|
|
0.4 |
|
|
|
1.5 |
|
|
Impairment recovery on investments |
|
|
(2.8 |
) |
|
|
— |
|
|
Arbitration settlement |
|
|
(1.9 |
) |
|
|
— |
|
|
Equity investment loss |
|
|
1.3 |
|
|
|
1.4 |
|
|
Foreign currency remeasurement loss |
|
|
0.2 |
|
|
|
0.1 |
|
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
27.5 |
|
|
|
8.2 |
|
|
Inventories |
|
|
(21.9 |
) |
|
|
102.2 |
|
|
Prepaid expenses and other current assets |
|
|
(5.1 |
) |
|
|
20.9 |
|
|
Other assets |
|
|
(1.3 |
) |
|
|
(7.2 |
) |
|
Accounts payable |
|
|
(35.8 |
) |
|
|
(15.9 |
) |
|
Accrued compensation |
|
|
(3.3 |
) |
||||