-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iq8BqiMU198A1aGHytEbIhqQ5GXtrBKAsVDr40v8XEdIYEiegTNyO8TLjeYq0RjZ /qt0cf/1NVWveBC853mYFw== 0000891618-98-004998.txt : 19981118 0000891618-98-004998.hdr.sgml : 19981118 ACCESSION NUMBER: 0000891618-98-004998 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981027 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNOPSYS INC CENTRAL INDEX KEY: 0000883241 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 561546236 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19807 FILM NUMBER: 98752236 BUSINESS ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 BUSINESS PHONE: 4159625000 MAIL ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 8-K 1 FORM 8-K DATED OCTOBER 27,1998 1 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) October 27, 1998 Synopsys, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-19807 56-154236 - ------------------------------ ------------- --------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 700 East Middlefield Road, Mountain View, California 94043-4033 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 962-5000 Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. Other Events On October 27, 1998, Synopsys, Inc. (the "Company") issued a press release announcing its financial results for the quarter and fiscal year ended September 30, 1998. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Exhibits.
Exhibit No. Description ----------- ----------- 99.1 Press release of the Company, dated October 27, 1998, relating to the financial results for the quarter and fiscal year ended September 30, 1998.
-2- 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYNOPSYS, INC. Dated: November 16, 1998 By: /s/ Steven K. Shevick ------------------------------ Steven K. Shevick Assistant Corporate Secretary -3- 4 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press release of the Company, dated October 27, 1998, relating to the financial results for the quarter and fiscal year ended September 30, 1998.
EX-99.1 2 PRESS RELEASE RE: FINANCIAL RESULTS 1 EXHIBIT 99.1 SYNOPSYS REPORTS RECORD Q4 EARNINGS SOLID EARNINGS MOMENTUM SUPPORTS STRATEGY OF BUILDING AN INTEGRATED TECHNOLOGY BUSINESS MOUNTAIN VIEW, Calif.--Oct. 27, 1998-Synopsys Inc. today reported its fourth quarter and annual results for the period, which ended on September 30, 1998. Synopsys closed its fiscal year with revenue of $717.9 million, an increase of 11% over the previous year. Revenue for the fourth quarter was $194.0 million, compared with $173.7 million for the same period last year, an increase of 12%. Pro forma net income, which excludes the write-off of purchased in-process research and development and other costs and extraordinary gain discussed below, was $40.2 million or $0.58 per share, compared with pro forma net income of $26.6 million or $0.40 per share for the fourth quarter of 1997, increases of 51% and 45%, respectively. During the fourth quarter of fiscal 1998, Synopsys completed the acquisition of Systems Science, Inc. (SSI) for approximately $47.1 million and took a charge to operations of $28.9 million, or $0.42 per share on an after-tax basis, as a write-off of purchased in-process research and development and other costs. Additionally, Synopsys completed the spin off of Viewlogic Systems, Inc. (VSI), the printed circuit board (PCB)/systems design segment of the Viewlogic acquisition that Synopsys completed in December 1997. VSI management made a compelling case for operating as a standalone company that resulted in the management-led buy-out. The transaction was valued at $58.75 million. Synopsys recorded an extraordinary gain, net of taxes, of $26.5 million, or $0.39 per share. Synopsys recognized the potential for growth in Viewlogic Systems as an independent privately held company and retained a minority investment stake of 14.9 percent (fully diluted) in the new company. Actual net income for the fourth quarter, including the above-mentioned write-off of in-process research and development and extraordinary gain, was $37.9 million or $0.55 per share, compared with $26.6 million or $0.40 per share in the same period last year. Revenue for fiscal 1998 was $717.9 million, compared with $647.0 million for the same period last year, an increase of 11%. Pro forma net income for fiscal 1998, which excludes merger-related and other costs, the write-off of purchased in-process research and development and other costs and extraordinary items, was $134.1 million or $1.96 per share, compared with pro forma net income of $97.6 million or $1.49 per share during fiscal 1997, increases of 37% and 32%, respectively. 2 Actual net income for fiscal 1998 was $91.7 million or $1.34 per share, versus actual net income of $82.0 million or $1.25 per share for the same period last year. All earnings per share amounts represent diluted earnings per share as defined within Statement of Financial Accounting Standards No. 128. "Today, at the start of fiscal 1999, Synopsys is extremely well positioned to both catalyze and capitalize upon an anticipated rebound in the semiconductor and electronic systems industries," stated Dr. Aart de Geus, Chairman and CEO of Synopsys, Inc. We have built a highly integrated, technology centric business around the needs of our customers. I want to thank our employees, shareholders and partners for their support throughout fiscal 1998. I'd especially like to thank our customers for their continued support and confidence in our ability to solve their toughest design problems." ABOUT SYNOPSYS Synopsys, Inc. is a leading supplier of electronic design automation (EDA) solutions to the global electronics market. The company provides comprehensive design technologies to creators of advanced integrated circuits, electronic systems, and systems on a chip. Synopsys also provides consulting services and support to its customers to streamline the overall design process and accelerate time to market. News and information are available at http://www.synopsys.com. This release, other than historical information contained herein, may consist of forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Factors which could cause results to differ from those projected herein include: the failure of the semiconductor or electronic systems industries to rebound as anticipated, or an overall slowdown in the U.S. economy; the continuation of adverse economic conditions in Japan and the Asia-Pacific region; failure of the company to successfully expand its capacity to provide consulting services; and increasing competition in the market for the company's products and services. Readers are referred to documents filed by Synopsys with the Securities and Exchange Commission, specifically the most recent reports on Forms 10-Q and 10-K, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. Note to Editors: Synopsys is a registered trademark of Synopsys, Inc. All other trademarks mentioned in this release are the intellectual property of their respective owners. 3 SYNOPSYS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data)
Three Months Ended Year Ended September 30, September 30, 1998 1997(1) 1998 1997(1) -------- -------- -------- -------- (unaudited) (unaudited) Revenue: Product $115,455 $105,360 $430,979 $408,256 Service 78,562 68,312 286,961 238,700 -------- -------- -------- -------- Total revenue 194,017 173,672 717,940 646,956 Cost of revenue: Product 10,380 9,422 36,371 36,777 Service 15,279 13,919 57,396 50,108 -------- -------- -------- -------- Total cost of revenue 25,659 23,341 93,767 86,885 -------- -------- -------- -------- Gross margin 168,358 150,331 624,173 560,071 -------- -------- -------- -------- Operating expenses: Research and development 40,691 36,168 154,407 146,613 Sales and marketing 63,519 64,493 245,376 240,606 General and administrative 11,082 13,552 47,179 47,284 Merger-related and other costs -- -- 51,009 11,400 In-process research and development and other costs 28,878 -- 33,069 5,500 -------- -------- -------- -------- Total operating expenses 144,170 114,213 531,040 451,403 Operating income 24,188 36,118 93,133 108,668 Other income, net 7,914 4,819 25,984 24,361 -------- -------- -------- --------
4 Income before income taxes 32,102 40,937 119,117 133,029 Income tax provision 20,733 14,308 55,819 51,043 ---------- ------- ---------- ------- Income before extraordinary item 11,369 26,629 63,298 81,986 Extraordinary item, net of tax 26,535 -- 28,404 -- Net income $ 37,904 $26,629 $ 91,702 $81,986 ========== ======= ========== ======= Basic earnings per share: Income before extraordinary item 0.17 0.42 0.97 1.31 Extraordinary item 0.40 -- 0.43 -- ---------- ------- ---------- ------- Net income $ 0.57 $ 0.42 $ 1.40 $ 1.31 ========== ======= ========== ======= Weighted average common shares 66,646 63,373 65,501 62,413 ========== ======= ========== ======= Diluted earnings per share: Income before extraordinary item 0.17 0.40 0.93 1.25 Extraordinary item 0.39 -- 0.42 -- ---------- ------- ---------- ------- Net income 0.55 0.40 1.34 1.25 ========== ======= ========== ======= Weighted average common shares and equivalents where dilutive 68,810 66,599 68,427 65,486
(1) Amounts for prior periods have been restated to reflect the acquisition of Viewlogic in a pooling of interests transaction effective December 4, 1997. 5 SYNOPSYS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited)
September 30, September 30, 1998 1997 --------- --------- ASSETS Current assets: Cash and short-term investments $ 599,769 $ 434,830 Accounts receivable, net 126,336 119,030 Prepaid expenses, deferred taxes and other 42,451 36,580 --------- --------- Total current assets 768,556 590,440 --------- --------- Property and equipment, net 99,879 92,079 Capitalized software development costs, net 1,685 7,297 Long-term investments 38,265 61,056 Other assets 38,242 17,717 --------- --------- Total assets 946,627 768,589 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 117,275 $ 114,881 Current portion of long-term debt 7,648 8,964 Income taxes payable 50,313 33,282 Deferred revenue 92,980 97,523 --------- --------- Total current liabilities 268,216 254,650 --------- --------- Long-term debt 13,138 9,191
6 Deferred compensation 4,886 3,205 Stockholders' equity: Capital stock 417,608 334,724 Retained earnings 242,957 151,664 Treasury stock, at cost (11,184) -- Cumulative translation adjustment (666) (1,552) Net unrealized gain on investment 11,672 16,707 --------- --------- Total stockholders' equity 660,387 501,543 --------- --------- Total liabilities and stockholders' equity $ 946,627 $ 768,589 ========= =========
Contact: Synopsys, Inc. David M. Sugishita, 650/694-4257 -----END PRIVACY-ENHANCED MESSAGE-----