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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2005

 

OR

 

¨ 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: 000-31545

 


 

SYNPLICITY, INC.

(Exact name of registrant as specified in its charter)

 


 

California   77-0368779

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

600 West California Avenue, Sunnyvale, CA 94086

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (408) 215-6000

 


 

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 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  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended).    Yes  x    No  ¨

 

As of April 26, 2005, the registrant had 26,292,668 shares of common stock outstanding.

 



Table of Contents

SYNPLICITY, INC.

INDEX

 

          PAGE NO.

PART I.    FINANCIAL INFORMATION     

Item 1.

  

Financial Statements

    
    

Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004

   3
    

Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004

   4
    

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004

   5
    

Notes to Condensed Consolidated Financial Statements

   6

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   13

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   30

Item 4.

  

Controls and Procedures

   31
PART II.    OTHER INFORMATION     

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

   31

Item 5.

  

Other Information

   32

Item 6.

  

Exhibits

   32

SIGNATURES

   33

 

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PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

 

SYNPLICITY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

     March 31,
2005


    December 31,
2004 (1)


 
     (unaudited)        

Assets:

                

Current assets:

                

Cash and cash equivalents

   $ 6,069     $ 9,247  

Short-term investments

     43,771       39,434  

Accounts receivable, net of allowances of $138 and $113 at March 31, 2005 and December 31, 2004, respectively

     8,963       8,851  

Other current assets

     1,913       2,167  
    


 


Total current assets

     60,716       59,699  

Property and equipment, net of accumulated depreciation of $9,379 and $8,892 at March 31, 2005 and December 31, 2004, respectively

     3,148       2,989  

Goodwill

     1,272       1,272  

Intangible assets, net

     2,124       2,347  

Other assets

     770       780  
    


 


Total assets

   $ 68,030     $ 67,087  
    


 


Liabilities and Shareholders’ Equity:

                

Current liabilities:

                

Accounts payable

   $ 1,005     $ 1,087  

Accrued liabilities

     1,678       1,398  

Accrued compensation

     3,259       3,797  

Deferred revenue

     16,936       15,957  
    


 


Total current liabilities

     22,878       22,239  

Shareholders’ equity:

                

Preferred stock

     —         —    

Common stock

     55,798       56,107  

Additional paid-in capital

     3,431       3,452  

Deferred stock-based compensation

     (58 )     (88 )

Accumulated deficit

     (13,469 )     (13,984 )

Accumulated other comprehensive loss

     (550 )     (639 )
    


 


Total shareholders’ equity

     45,152       44,848  
    


 


Total liabilities and shareholders’ equity

   $ 68,030     $ 67,087  
    


 



(1) Derived from the audited consolidated balance sheet of Synplicity, Inc. as of December 31, 2004. However, the condensed consolidated balance sheet amounts at December 31, 2004 do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

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SYNPLICITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

     Three Months Ended
March 31,


     2005

   2004

Revenue:

             

License

   $ 7,976    $ 7,394

Maintenance

     6,582      6,104
    

  

Total revenue

     14,558      13,498

Cost of revenue:

             

Cost of license

     132      203

Cost of maintenance

     456      590

Amortization of intangible assets from acquisitions

     223      223
    

  

Total cost of revenue

     811      1,016
    

  

Gross profit

     13,747      12,482

Operating expenses:

             

Research and development

     6,077      5,565

Sales and marketing

     5,754      5,418

General and administrative

     1,530      1,163

Stock-based compensation (1)

     9      62
    

  

Total operating expenses

     13,370      12,208
    

  

Income from operations

     377      274

Other income, net

     272      123
    

  

Income before income taxes

     649      397

Income tax provision

     134      101
    

  

Net income

   $ 515    $ 296
    

  

Net income per share:

             

Basic and diluted net income per share

   $ 0.02    $ 0.01
    

  

Shares used in basic per share calculation

     26,258      25,895
    

  

Shares used in diluted per share calculation

     27,874      27,875
    

  


1) Amortization of deferred stock-based compensation relates to the following:

 

     Three Months Ended
March 31,


     2005

   2004

Cost of maintenance

   $ —      $ 1

Research and development

     4      20

Sales and marketing

     4      16

General and administrative

     1      25
    

  

Total

   $ 9    $ 62
    

  

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

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SYNPLICITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Three Months Ended
March 31,


 
     2005

    2004

 

Operating activities

                

Net income

   $ 515     $ 296  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation

     491       512  

Amortization of deferred stock-based compensation

     9       62  

Amortization of intangible assets

     223       223  

Changes in operating assets and liabilities:

                

Accounts receivable

     (112 )     (79 )

Other current assets

     254       75  

Other assets

     10       (200 )

Accounts payable

     (82 )     (59 )

Accrued liabilities

     280       (74 )

Accrued compensation

     (538 )     (681 )

Deferred revenue

     979       576  
    


 


Net cash provided by operating activities

     2,029       651  
    


 


Investing activities

                

Purchases of property and equipment

     (650 )     (455 )

Purchases of short-term investments

     (19,834 )     (12,508 )

Proceeds from maturities of short-term investments

     15,500       15,530  
    


 


Net cash provided by (used in) investing activities

     (4,984 )     2,567  
    


 


Financing activities

                

Proceeds from sale of common stock

     1,223       148  

Repurchases of common stock

     (1,532 )     —    
    


 


Net cash provided by (used in) financing activities

     (309 )     148  

Effect of exchange rate changes on cash

     86       (2 )
    


 


Net increase (decrease) in cash and cash equivalents

     (3,178 )     3,364  

Cash and cash equivalents at beginning of period

     9,247       4,329  
    


 


Cash and cash equivalents at end of period

   $ 6,069     $ 7,693  
    


 


Supplemental disclosure of cash flow information

                

Cash paid for taxes

   $ 51     $ 95  
    


 


Supplemental schedule of noncash investing and financing activities

                

Reversal of deferred compensation related to canceled stock options

   $ (21 )   $ (1 )
    


 


 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

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SYNPLICITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Note 1. Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Synplicity, Inc. and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The balance sheet at March 31, 2005 and the statements of operations for the three months ended March 31, 2005 and 2004 and the statements of cash flows for the three months ended March 31, 2005 and 2004 are unaudited. In the opinion of management, these condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the results for and as of the periods shown. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States. However, certain information or footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for such periods are not necessarily indicative of the results expected for 2005 or for any future period. The condensed consolidated balance sheet information as of December 31, 2004 is derived from audited financial statements as of that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as amended, filed with the Securities and Exchange Commission.

 

Reclassifications

 

Certain amounts reported in the condensed consolidated financial statements as of March 31, 2004 have been reclassified to conform with the presentation adopted to report March 31, 2005 results.

 

Foreign Currency Translation

 

The functional currency of our foreign subsidiaries is the U.S. dollar, with the exception of our Japanese subsidiary for which the yen is its functional currency. For our foreign subsidiaries for which the U.S. dollar is the functional currency, assets and liabilities denominated in foreign currencies are translated at the month-end exchange rate, except for non-monetary assets and liabilities such as property and equipment, which are translated at historical rates. Revenue and expenses are translated at the average exchange rate for the period, except for expenses related to those balance sheet items that are translated using historical rates. Adjustments resulting from these translations are included in our results of operations. For our Japanese subsidiary, assets and liabilities are denominated in yen and translated at the month-end exchange rate, and equity balances are translated at historical rates. Revenue and expenses are translated at the average exchange rate for the period. Adjustments resulting from these translations are included in shareholders’ equity.

 

Revenue Recognition

 

For each sale of a perpetual license, the first year of maintenance is generally sold with the license. We defer the recognition of license and maintenance revenue until:

 

    a purchase order is received from the customer,

 

    delivery of the product and perpetual license key has occurred,

 

    the fee is fixed or determinable,

 

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    collection of the fee is probable and

 

    we have no remaining obligations other than maintenance.

 

Once all of the above conditions have been met, license revenue is recognized based upon the residual method after all elements other than maintenance have been delivered in accordance with AICPA Statement of Position 98-9, Modification of SOP No. 97-2 with Respect to Certain Transactions. Maintenance revenue is recognized on a straight-line basis over the maintenance period since customers under maintenance agreements receive unspecified product updates, electronic, internet-based technical support and telephone support throughout their maintenance period, which is typically one year. The majority of our customers also purchase maintenance renewals annually on a stand alone basis at either 15% or 20% of the perpetual license list price, depending on the product, which establishes vendor specific objective evidence (“VSOE”) of the fair value of maintenance.

 

We also offer two-year and three-year term licenses for certain products under which the customer purchases the first year of maintenance with the license and can renew maintenance in each of the following one or two years. Revenue from term licenses is recognized in the same manner as revenue from perpetual licenses as VSOE of the fair value of maintenance is established by the maintenance renewal pricing at either 15% or 20% of the perpetual license list price, depending on the product.

 

We assess whether the fee is fixed or determinable for sales with non-standard payment terms by evaluating our history of collections from these customers and/or their current financial standing. In no case will we deem a fee to be fixed or determinable where the fee is due after the expiration of the license or more than 12 months after delivery. We make judgments as to whether collection of the fee is probable based on the analysis provided by our credit review procedures. Revenue on arrangements to end-user customers that have met all of the revenue recognition criteria except probability of collection is recognized as collection becomes reasonably assured, which is generally as payments are received.

 

Revenue on sales to distributors is considered to have met the probability of collection criterion when the distributor has resold the product to an end user and either we have received payment for the product or we assess that we have a substantial and sustained history of collections from the distributor.

 

We also sell time-based licenses to use our software products for specified periods of time. Time-based licenses include maintenance services for the duration of their respective terms. Revenue from time-based licenses is allocated between license and maintenance revenue in similar proportion to perpetual license transactions, and recognized on a straight-line basis over the period of the license as we do not have VSOE of the fair value of maintenance for time-based licenses since it is not priced or offered separately. In addition, we have provided a version of one of our products to certain field programmable gate array (“FPGA”) manufacturers for distribution to their customers. As part of this arrangement we have certain maintenance and support obligations to the FPGA manufacturers. Revenue on this arrangement is also allocated to license and maintenance revenue and recognized on a straight-line basis over the period of each arrangement, as we do not have VSOE of fair value of maintenance for these arrangements since it is not priced or offered separately.

 

Furthermore, we may sell time-based licenses combined in an order with perpetual or term licenses. For these transactions, we recognize revenue from the entire transaction straight-line over the term of the longest time-based license in the transaction, as generally we do not have VSOE of fair value on time-based licenses.

 

We have entered into agreements with semiconductor manufacturers Fujitsu Microelectronics Incorporated, LSI Logic Corporation and NEC Electronics Corporation to customize our ASIC physical synthesis tools for certain of their respective products. When time-based licenses are being purchased as part of the agreement, once the contract has been signed, delivery of the customized product has occurred, collection of the fee is probable and we have no remaining obligations other than maintenance, we recognize revenue from both the development and license fees on a straight-line basis over the period of the licenses since we do not have VSOE of fair value of the time-based licenses. When licenses are not being purchased as part of the

 

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agreement, once the contract has been signed, we recognize revenue from the development fees on a percentage of completion basis. Revenue recognized from these arrangements represents less than 10% of total revenue and is recorded in license revenue.

 

Goodwill and Intangible Assets

 

In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), goodwill is not amortized but is tested for impairment using a fair value approach. Goodwill is tested for impairment annually during the fourth quarter as well as whenever indicators of impairment exist. In accordance with the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), long-lived assets, including intangible assets and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of a long lived asset other than goodwill is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. An impairment charge is recorded if the carrying amount of the asset exceeds the sum of the expected undiscounted cash flows. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets. Significant management judgment is required in forecasting future operating results and cash flows and, should different conditions prevail or judgments be made, material write-downs of net intangible assets and/or goodwill could occur; however, no impairment to date has been recorded. Our intangible assets are being amortized using the straight-line method over the estimated useful life of five years.

 

Allowance for Doubtful Accounts

 

We maintain and update quarterly an allowance for doubtful accounts for estimated losses resulting from the failure of our customers to make required payments. The balance in the allowance account is comprised of a specific reserve for any particular receivable when collectibility is not probable and a provision for non-specific accounts based on a specified range of percentages derived from historical experience applied to the outstanding balance in each aged group. If after pursuing collection efforts on a specifically reserved receivable and payment is not expected, the receivable is deemed uncollectible and is written off. Such losses have not been material in any year.

 

Net Income per Share

 

Basic net income per share has been computed using the weighted-average number of shares of common stock outstanding during the period, less the weighted-average number of shares of common stock that are subject to repurchase. Diluted net income per share includes the impact of shares of common stock subject to repurchase and options to purchase common stock, if dilutive (using the treasury stock method).

 

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The following table presents the calculation of basic and diluted net income per share (in thousands, except per share data):

 

    

Three Months Ended

March 31,


     2005

   2004

Net in