UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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.
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).
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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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
Number of shares of Common Stock outstanding at January 27, 2022:
SYNAPTICS INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECember 25, 2021
TABLE OF CONTENTS
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Item 1. |
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3 |
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Condensed Consolidated Balance Sheets—December 25, 2021 and June 26, 2021 |
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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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37 |
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Item 4. |
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37 |
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Item 1. |
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38 |
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Item 1A. |
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38 |
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Item 2. |
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38 |
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Item 6. |
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39 |
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40 |
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PART I—FINANCIAL INFORMATION
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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December |
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June |
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2021 |
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2021 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Accounts receivable, net of allowances of $ |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment at cost, net of accumulated depreciation of $ |
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Goodwill |
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Acquired intangibles, net |
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Non-current assets held for sale |
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Non-current other assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued compensation |
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Income taxes payable |
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Other accrued liabilities |
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Convertible notes, net |
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Total current liabilities |
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Long-term debt |
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Other long-term liabilities |
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Total liabilities |
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Stockholders' Equity: |
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Common stock: |
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$ |
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Additional paid-in capital |
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Treasury stock: |
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( |
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( |
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Accumulated other comprehensive income |
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( |
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Retained earnings |
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Total stockholders' equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements (unaudited).
3
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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December |
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December |
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2021 |
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2020 |
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2021 |
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2020 |
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Net revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue |
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Gross margin |
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Operating expenses: |
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Research and development |
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Selling, general, and administrative |
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Acquired intangibles amortization |
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Restructuring costs |
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Gain on sale of audio technology assets |
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( |
) |
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( |
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Total operating expenses |
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Operating income |
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Interest and other expense, net |
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( |
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( |
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( |
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( |
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Loss on redemption of convertible notes |
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( |
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Income before provision for income taxes |
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Provision for income taxes |
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Equity investment loss |
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( |
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( |
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( |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Net income per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Shares used in computing net income per share: |
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Basic |
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Diluted |
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See accompanying notes to condensed consolidated financial statements (unaudited).
4
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except share amounts)
(unaudited)
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Common Stock |
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Shares |
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Amount |
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Additional Paid-In Capital |
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Treasury Stock |
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Accumulated Other |
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Retained Earnings |
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Total Stockholders' Equity |
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Balance at June 2021 |
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$ |
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$ |
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$ |
( |
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- |
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$ |
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$ |
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Net income |
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- |
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- |
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- |
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- |
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- |
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Issuance of common stock for share-based award compensation plans |
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- |
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- |
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- |
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- |
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Payroll taxes for deferred stock units |
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- |
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- |
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( |
) |
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— |
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- |
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- |
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( |
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Redemption of convertible debt |
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( |
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- |
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( |
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Share-based compensation |
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- |
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- |
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— |
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- |
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- |
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Balance at September 2021 |
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( |
) |
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Net income |
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- |
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- |
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- |
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- |
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- |
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Other comprehensive income |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
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Total comprehensive income |
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- |
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- |
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- |
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- |
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- |
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- |
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Issuance of common stock for share-based award compensation plans |
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- |
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- |
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- |
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- |
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Payroll taxes for deferred stock units |
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- |
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- |
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( |
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- |
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- |
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- |
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( |
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Share-based compensation attributable to acquisition |
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- |
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- |
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- |
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- |
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- |
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Share-based compensation |
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- |
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- |
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- |
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- |
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- |
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Balance at December 2021 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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5
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except share amounts)
(unaudited)
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Common Stock |
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Shares |
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Amount |
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Additional Paid-In Capital |
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Treasury Stock |
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Retained Earnings |
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Total Stockholders' Equity |
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Balance at June 2020 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Net loss |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
Issuance of common stock for share-based award compensation plans |
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- |
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- |
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- |
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Payroll taxes for deferred stock units |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
Share-based compensation attributable to acquisition |
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- |
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- |
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- |
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- |
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Share-based compensation |
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- |
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- |
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- |
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- |
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Balance at September 2020 |
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( |
) |
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Net income |
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- |
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- |
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- |
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- |
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Issuance of common stock for share-based award compensation plans |
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- |
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- |
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- |
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Payroll taxes for deferred stock units |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
Share-based compensation |
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- |
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- |
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- |
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- |
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Balance at December 2020 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements (unaudited).
6
SYNAPTICS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
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Six Months Ended |
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December |
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2021 |
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2020 |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Share-based compensation costs |
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Depreciation and amortization |
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Acquired intangibles amortization |
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Gain on sale of audio technology assets |
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( |
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Loss on redemption of convertible notes |
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- |
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Deferred taxes |
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( |
) |
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( |
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Amortization of convertible debt discount and issuance costs |
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Amortization of debt issuance costs |
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Amortization of cost of development services |
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