-----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, IJd1HHpcwgVvQ2wn0qKN8MDu/eIm7DMJp1ulkGsJa2mc2SjAgRkwDdWBQjIQqVdz Sks/UE1u9Erk2fx27KB5zQ== 0000891618-99-001769.txt : 19990426 0000891618-99-001769.hdr.sgml : 19990426 ACCESSION NUMBER: 0000891618-99-001769 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990422 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990423 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: 99600274 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 CURRENT REPORT AS REPORTED ON APRIL 22, 1999 1 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 Date of Report (Date of earliest event reported) April 22, 1999 Synopsys, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19807 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 April 22, 1999, the Company issued a press release announcing its financial results for the quarter ended April 3, 1999. 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 (c) Exhibits.
Exhibit No. Description ----------- ----------- 99.1 Press release of the Company, dated April 22, 1999, relating to the financial results for the quarter ended April 3, 1999.
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: April 22, 1999 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 April 22, 1999, relating to the financial results for the quarter ended April 3, 1999.
EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 PRESS RELEASE CONTACT: David M. Sugishita Chief Financial Officer Synopsys, Inc. 650-584-4257 SYNOPSYS PRO FORMA REVENUE UP 21%; PRO FORMA EPS RISES 36% RECORD SECOND QUARTER RESULTS POSTED MOUNTAIN VIEW, CALIFORNIA. APRIL 22, 1999 - Synopsys Inc., today reported its second quarter results for the period ending April 3, 1999. Revenue for the second quarter was $190.2 million, compared with pro forma revenue for the same period last year of $157.1 million, an increase of 21%. Pro forma net income, excluding unusual charges, was $44.3 million, or $0.60 per share, compared with pro forma net income of $30.3 million, or $0.44 per share, for the second quarter of fiscal 1998. This represents pro forma net income and earnings per share growth of 46% and 36%, respectively. The second quarter fiscal 1998 pro forma amounts exclude the PCB/Systems business of Viewlogic Systems (divested on October 2, 1998) as well as unusual charges. Revenue for the second quarter was $190.2 million, compared with $170.1 million for the same period last year without adjusting for the Viewlogic divestiture, an increase of 12%. Actual net income for the second quarter was $26.6 million or $0.36 per share, compared with net income of $25.2 million, or $0.37 per share for the second quarter of fiscal 1998. During the second quarter of fiscal 1999, Synopsys acquired Gambit Design Automation, Inc., Smartech OY and a Verilog code coverage verification tool, resulting in a combined charge to operations of $16.3 million as a write-off of in-process research and development. Revenue for the first six months of fiscal 1999 was $370.4 million, compared with pro forma revenue for the same period last year of $316.0 million, an increase of 17%. Pro 1 2 forma net income, excluding unusual charges, was $84.7 million or $1.16 per share, compared with pro forma net income of $52.1 million, or $0.76 per share for the same period last year. This represents pro forma net income and earnings per share growth of 63% and 53%, respectively. The first half-fiscal 1998 pro forma amounts exclude the PCB/Systems business of Viewlogic Systems as well as unusual charges. Revenue for the first six months of fiscal 1999 was $370.4 million, compared with $344.3 million for the same period last year without adjusting for the Viewlogic divestiture, an increase of 8%. Actual net income for the first six months of fiscal 1999, including unusual charges, was $67.0 million or $0.92 per share, compared with $18.6 million or $0.27 per share for the same period last year. "I'm pleased to report that Synopsys turned in record revenue and accelerating earnings growth for the second quarter," remarked Synopsys Chairman and CEO Dr. Aart de Geus. "While substantially growing our business this quarter, Synopsys also unveiled its roadmap for next generation physical design tools, along with our flagship Chip Architect product. This quarter marked the turning point for Synopsys in our aggressive strategy to introduce superior physical tools for complex SoC design." During the course of the second quarter, the company completed several acquisitions. Synopsys acquired Gambit Design Automation, a privately held provider of place and route tools and back-end services located in San Jose, California. Synopsys had been an investor in Gambit since 1997. The acquisition will provide the company with IC layout tools to be used by the Synopsys Professional Services Group in delivering complete front to back end design flow solutions to its customers. The company also acquired Smartech OY of Finland, a privately held design services firm with specific expertise in the wireless market. Both acquisitions further strengthen Synopsys' professional services strategy of working alongside its customer partners in quickly getting their products to market. Additionally, Synopsys acquired the rights to "CoverMeter", a Verilog code coverage tool, from Advanced Technology Center of Massachusetts. The product has been integrated into Synopsys' verification portfolio and is being offered for sale to customers. 2 3 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; the continuation of adverse economic conditions in Japan and the Asia-Pacific region; failure of the company to successfully expand its consulting services business; increasing competition in the market for the company's products and services; and potential changes in the accounting treatment of mergers and acquisitions affecting the company's charges for in-process research and development. Readers are referred to documents filed by Synopsys with the Securities and Exchange Commission, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors that could 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. 3 4 SYNOPSYS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME(1) (in thousands, except per share data) (unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, ------------------------ ------------------------ 1999 1998(2) 1999 1998(2) -------- -------- -------- -------- Revenue: Product $116,680 $103,063 $226,639 $213,488 Service 73,506 67,042 143,773 130,829 -------- -------- -------- -------- Total revenue 190,186 170,105 370,412 344,317 -------- -------- -------- -------- Cost of revenue: Product 8,311 8,282 15,906 17,093 Service 16,381 13,008 30,492 27,689 -------- -------- -------- -------- Total cost of revenue 24,692 21,290 46,398 44,782 -------- -------- -------- -------- Gross margin 165,494 148,815 324,014 299,535 -------- -------- -------- -------- Operating expenses: Research and development 39,182 36,471 80,118 76,908 Sales and marketing 58,476 57,293 114,054 123,454 General and administrative 10,873 11,257 21,965 24,544 Amortization of goodwill 1,470 -- 1,470 -- Merger-related and other costs -- 11,888 -- 47,888 In-process research and development and other costs 16,267 -- 16,267 4,191 -------- -------- -------- -------- Total operating expenses 126,268 116,909 233,874 276,985 -------- -------- -------- -------- Operating income 39,226 31,906 90,140 22,550 Other income, net 9,708 6,419 18,192 11,360 -------- -------- -------- -------- Income before provision for income taxes and extraordinary item 48,934 38,325 108,332 33,910 Provision for income taxes 22,313 13,151 41,320 17,225 -------- -------- -------- -------- Net income before extraordinary item 26,621 25,174 67,012 16,685 Extraordinary item, net of income tax expense -- -- -- 1,869 -------- -------- -------- -------- Net income $ 26,621 $ 25,174 $ 67,012 $ 18,554 ======== ======== ======== ======== Basic earnings per share: Net income before extraordinary item $ 0.38 $ 0.38 $ 0.96 $ 0.25 Extraordinary item -- -- -- 0.03 -------- -------- -------- -------- Net income $ 0.38 $ 0.38 $ 0.96 $ 0.28 ======== ======== ======== ======== Weighted average common shares 70,286 65,950 69,739 65,605 ======== ======== ======== ======== Diluted earnings per share: Net income before extraordinary item $ 0.36 $ 0.37 $ 0.92 $ 0.24 Extraordinary item -- -- -- 0.03 -------- -------- -------- -------- Net income $ 0.36 $ 0.37 $ 0.92 $ 0.27 ======== ======== ======== ======== Weighted average common shares and equivalents 73,873 68,262 73,207 68,585 ======== ======== ======== ========
(1) The Company has a 52 week fiscal year for 1999 while fiscal year 1998 was a 53 week year. For presentation purposes, all financial statements refer to the quarter's calendar month end. (2) Amounts and per share data for the periods presented have been retroactively restated to reflect the merger with Everest Design Automation, Inc. 4 5 SYNOPSYS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS(1) (in thousands) (unaudited)
MARCH 31, SEPTEMBER 30, 1999 1998(2) ---------- ------------ ASSETS Current assets: Cash and short-term investments $ 685,901 $ 604,630 Accounts receivable, net 139,213 126,336 Prepaid expenses, deferred taxes and other 45,205 42,461 ---------- ---------- Total current assets 870,319 773,427 Property and equipment, net 119,072 99,998 Long-term investments 36,043 38,265 Other assets 74,012 39,943 ---------- ---------- Total assets $1,099,446 $ 951,633 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 104,395 $ 117,412 Current portion of long-term debt 8,949 7,783 Income taxes payable 45,168 50,313 Deferred revenue 102,621 93,160 ---------- ---------- Total current liabilities 261,133 268,668 ---------- ---------- Long-term debt 13,486 13,138 Deferred compensation 8,556 4,886 Stockholders' equity: Capital stock 502,986 424,654 Retained earnings 302,821 240,465 Treasury stock, at cost -- (11,184) Accumulated other comprehensive income 10,464 11,006 ---------- ---------- Total stockholders' equity 816,271 664,941 ---------- ---------- Total liabilities and stockholders' equity $1,099,446 $ 951,633 ========== ==========
(1) The Company has a 52 week fiscal year for 1999 while fiscal year 1998 was a 53 week year. For presentation purposes, all financial statements refer to the quarter's calendar month end. (2) Amounts and per share data for the periods presented have been retroactively restated to reflect the merger with Everest Design Automation, Inc. 5 6 SYNOPSYS, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME(1) (in thousands, except per share data) (unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, ------------------------ ------------------------ 1999(2) 1998(3) 1999(2) 1998(3) -------- -------- -------- -------- Revenue: Product $116,680 $ 97,763 $226,639 $202,288 Service 73,506 59,296 143,773 113,761 -------- -------- -------- -------- Total revenue 190,186 157,059 370,412 316,049 -------- -------- -------- -------- Cost of revenue: Product 8,311 7,220 15,906 15,085 Service 16,381 11,758 30,492 24,846 -------- -------- -------- -------- Total cost of revenue 24,692 18,978 46,398 39,931 -------- -------- -------- -------- Gross margin 165,494 138,081 324,014 276,118 -------- -------- -------- -------- Operating expenses: Research and development 39,182 34,939 80,118 71,290 Sales and marketing 58,476 53,280 114,054 114,479 General and administrative 10,873 10,175 21,965 22,435 Amortization of goodwill 1,470 -- 1,470 -- -------- -------- -------- -------- Total operating expenses 110,001 98,394 217,607 208,204 -------- -------- -------- -------- Operating income 55,493 39,687 106,407 67,914 Other income, net 9,708 6,439 18,192 11,340 -------- -------- -------- -------- Income before provision for income taxes 65,201 46,126 124,599 79,254 Provision for income taxes 20,864 15,803 39,871 27,141 -------- -------- -------- -------- Net income $ 44,337 $ 30,323 $ 84,728 $ 52,113 ======== ======== ======== ======== Basic earnings per share: Net income $ 0.63 $ 0.46 $ 1.21 $ 0.79 ======== ======== ======== ======== Weighted average common shares 70,286 65,950 69,739 65,605 ======== ======== ======== ======== Diluted earnings per share: Net income $ 0.60 $ 0.44 $ 1.16 $ 0.76 ======== ======== ======== ======== Weighted average common shares and equivalents 73,873 68,262 73,207 68,585 ======== ======== ======== ========
(1) The Company has a 52 week fiscal year for 1999 while fiscal year 1998 was a 53 week year. For presentation purposes, all financial statements refer to the quarter's calendar month end. (2) Amounts and per share data for the periods presented exclude in-process research and development. (3) Amounts and per share data for the periods presented have 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 costs, in-process research and development and extraordinary items. This pro forma statement is unaudited. 6 -----END PRIVACY-ENHANCED MESSAGE-----