-----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, G4MuMdvhYrK5M1x/UxvsvdJXn6w+Mu4gYjlCXinaAKQPNcqIxAqKTh8ctqxMUbQG 2Zsh+TmRZheMW5WE2IJOQA== 0000891618-99-000190.txt : 19990126 0000891618-99-000190.hdr.sgml : 19990126 ACCESSION NUMBER: 0000891618-99-000190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990120 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990125 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: 99511737 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 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) January 20, 1999 Synopsys, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 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 January 20, 1999, Synopsys, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended December 31, 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 January 20, 1999, relating to the financial results for the quarter ended December 31, 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: January 22, 1999 By: /s/ STEVEN K. SHEVICK ----------------------------- Steven K. Shevick Assistant Corporate Secretary 3 EX-99.1 2 PRESS RELEASE 1 Exhibit 99.1 PRESS RELEASE CONTACT: David M. Sugishita Chief Financial Officer Synopsys, Inc. 650-694-4257 SYNOPSYS REPORTS FIRST QUARTER RESULTS PRO FORMA REVENUE AND EARNINGS SURGE 13% AND 75%, EXCLUDING UNUSUAL ITEMS. MERGER WITH EVEREST DESIGN AUTOMATION COMPLETED MOUNTAIN VIEW, CALIFORNIA. JANUARY 20, 1999 - Synopsys, Inc., today reported its first quarter 1999 results for the period ending December 31, 1998. Revenue was $180.2 million, compared with pro forma revenue for the first quarter of fiscal 1998 of $159.0 million, an increase of 13%. Net income for the first quarter was $40.4 million, or $0.56 per share, compared with pro forma net income of $21.8 million, or $0.32 per share. This represents a pro forma net income and earnings per share growth of 85% and 75%, respectively. These pro forma amounts exclude the results of the PCB/Systems business of Viewlogic Systems and unusual charges. Revenue for the first quarter was $180.2 million, compared with $174.2 million for the same period last year without adjusting for the Viewlogic divestiture and unusual items, an increase of 3%. Net income for the first quarter was $40.4 million or $0.56 per share, compared with a net loss of $6.6 million, or $0.10 loss per share for the first quarter of 1998. 2 "I'm pleased to report another quarterly increase in Synopsys' earnings and revenue," commented Dr. Aart de Geus, chairman and CEO of the company. We are excited about the scope of business opportunities we see for this upcoming quarter as customers prepare for a new wave of investment in EDA tools." During the first quarter of fiscal 1999, Synopsys merged with Everest Design Automation, Inc., a privately held developer of integrated circuit routing software and related technology. The business combination with Everest Design Automation was accounted for as a pooling-of-interests. The company's condensed consolidated financial statements have been restated to reflect this business combination. About Synopsys Synopsys, Inc., (NASDAQ: SNPS) 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: a lower than anticipated level of investment in EDA tools by the company's customers; weakness in the semiconductor and or electronic systems industries, 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 report on Form 10-K, which identify important risk factors that could 3 cause actual results to differ from those contained in the forward-looking statements. ### Synopsys is a registered trademark of Synopsys, Inc. All other trademarks mentioned in this release are the intellectual property of their respective owners. 4 SYNOPSYS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited)
THREE MONTHS ENDED ------------------ DECEMBER 31, ------------ 1998 1997 (1) ---- -------- Revenue: Product $109,959 $110,425 Service 70,267 63,787 --------- --------- Total revenue 180,226 174,212 --------- --------- Cost of revenue: Product 7,595 8,811 Service 14,111 14,681 --------- --------- Total cost of revenue 21,706 23,492 --------- --------- Gross margin 158,520 150,720 --------- --------- Operating expenses: Research and development 40,936 40,437 Sales and marketing 55,578 66,161 General and administrative 11,092 13,287 Merger-related and other costs -- 36,000 In-process research and development and other costs -- 4,191 --------- --------- Total operating expenses 107,606 160,076 --------- --------- Operating income (loss) 50,914 (9,356) Other income, net 8,484 4,941 --------- --------- Income (loss) before provision for income taxes and extraordinary item 59,398 (4,415) Provision for income taxes 19,007 4,074 --------- --------- Net income (loss) before extraordinary item 40,391 (8,489) Extraordinary item, net of income tax expense -- 1,869 --------- --------- Net income (loss) $ 40,391 $ (6,620) ========= ========= Basic earnings (loss) per share: Net income (loss) before extraordinary item $ 0.58 $ (0.13) Extraordinary item -- 0.03 --------- ---------
5 Net income (loss) $ 0.58 $ (0.10) ========= ========= Weighted average common shares 69,166 65,260 ========= ========= Diluted earnings (loss) per share: Net income (loss) before extraordinary item $ 0.56 $ (0.13) Extraordinary item -- 0.03 --------- --------- Net income (loss) $ 0.56 $ (0.10) ========= ========= Weighted average common shares and equivalents 72,384 65,260 ========= =========
(1) Amounts and per share data for the period presented have been retroactively restated to reflect the merger with Everest Design Automation, Inc. SYNOPSYS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited)
DECEMBER 31, SEPTEMBER 30, 1998 1998 (1) ------------ ------------- ASSETS Current assets: Cash and short-term investments $ 653,201 $604,630 Accounts receivable, net 130,215 126,336 Prepaid expenses, deferred taxes and other 40,931 42,461 ---------- --------- Total current assets 824,347 773,427 Property and equipment, net 107,946 99,998 Long-term investments 42,267 38,265 Other assets 41,738 39,943 ---------- --------- Total assets $1,016,298 $951,633 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 92,861 $117,412 Current portion of long-term debt 3,398 7,783
6 Income taxes payable 36,907 50,313 Deferred revenue 95,727 93,160 ---------- --------- Total current liabilities 228,893 268,668 ---------- --------- Long-term debt 9,797 13,138 Deferred compensation 8,184 4,886 Stockholders' equity: Capital stock 479,468 424,654 Retained earnings 276,200 240,465 Treasury stock, at cost -- (11,184) Accumulated other comprehensive income 13,756 11,006 ---------- --------- Total stockholders' equity 769,424 664,941 ---------- --------- Total liabilities and stockholders' equity $1,016,298 $951,633 ========== =========
(1) Amounts for the period presented have been retroactively restated to reflect the merger with Everest Design Automation, Inc. 7 SYNOPSYS, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (1) (in thousands, except per share data) (unaudited)
THREE MONTHS ENDED ------------------ DECEMBER 31, ------------ 1998 1997 (1) ---- -------- Revenue: Product $109,959 $104,525 Service 70,267 54,465 -------- -------- Total revenue 180,226 158,990 -------- -------- Cost of revenue: Product 7,595 7,865 Service 14,111 13,088 -------- -------- Total cost of revenue 21,706 20,953 -------- -------- Gross margin 158,520 138,037 -------- -------- Operating expenses: Research and development 40,936 36,351 Sales and marketing 55,578 61,199 General and administrative 11,092 12,260 -------- -------- Total operating expenses 107,606 109,810 -------- -------- Operating income 50,914 28,227 Other income, net 8,484 4,901 -------- -------- Income before provision for income taxes 59,398 33,128 Provision for income taxes 19,007 11,338 -------- -------- Net income $ 40,391 $ 21,790 ======== ======== Basic earnings per share: Net income $ 0.58 $ 0.33 ======== ======== Weighted average common shares 69,166 65,260 ======== ======== Diluted earnings per share: Net income $ 0.56 $ 0.32 ======== ======== Weighted average common shares and equivalents 72,384 68,907 ======== ========
8 (1) Amounts and per share data for the period presented has been retroactively restated to reflect the merger with Everest Design Automation, Inc. Amounts exclude the results of the PCB/Systems business of Viewlogic Systems, Inc., merger-related and other costs, in-process research and development and other costs and extraordinary items. This pro forma statement is unaudited. -----END PRIVACY-ENHANCED MESSAGE-----