SYNAPTICS Inc - FORM 8-K/A - EX-99.1

Attached files

file	filename
8-K/A - AMENDMENT TO FORM 8-K - SYNAPTICS Inc	d788248d8ka.htm
EX-23.1 - EX-23.1 - SYNAPTICS Inc	d788248dex231.htm
EX-99.2 - EX-99.2 - SYNAPTICS Inc	d788248dex992.htm

Exhibit 99.1

Ernst & Young ShinNihon LLC

Hibiya Kokusai Bldg.

2-2-3 Uchisaiwai-cho, Chiyoda-ku

Tokyo, Japan 100-0011

Tel: +81 3 3503 1100

Fax: +81 3 3503 1197

www.shinnihon.or.jp

Report of Independent Auditors

The Board of Directors

Renesas SP Drivers Inc.

We have audited the accompanying special purpose consolidated financial statements of Renesas SP Drivers Inc. and subsidiary, which comprise the special purpose consolidated balance sheets as of March 31, 2014 and 2013, and the related special purpose consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the special purpose consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Renesas SP Drivers Inc. and subsidiary at March 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

Convenience Translation

We have also recomputed the translation of the special purpose consolidated financial statements as of and for the year ended March 31, 2014 into United States dollars. In our opinion, such statements have been translated into United States dollars on the basis described in Note 1.

LOGO

September 5, 2014, except for Note 9, as to which the date is November 4, 2014

A member firm of Ernst & Young Global Limited

RENESAS SP DRIVERS Inc. and Subsidiary

Special Purpose Consolidated Balance Sheets

March 31, 2014 and 2013


	Millions of Yen				Thousands of U.S. Dollars
	March 31, 2014		March 31, 2013		March 31, 2014
Assets
Current assets
Cash and cash equivalents		15,180		9,573		147,550
Accounts receivable – Shareholders		8,138		7,191		79,101
Accounts receivable – third parties		743		402		7,222
Inventories		10,529		8,772		102,342
Advance to Renesas		7,007		—		68,108
Deferred income taxes		331		377		3,217
Other receivables		251		346		2,440
Other current assets		51		36		496

Total current assets		42,230		26,697		410,476

Property and equipment, net		378		268		3,674
Deferred income taxes		75		56		729
Loan receivable from Renesas		—		2,000		—
Other assets		125		80		1,215

Total assets		42,808		29,101		416,094

Liabilities and stockholders’ equity
Current liabilities
Accounts payable – Shareholders		13,224		11,327		128,537
Other payables		407		1,299		3,956
Accrued expenses		533		107		5,181
Income tax payable		4,884		3,309		47,472
Consumption tax payable		462		494		4,491
Other current liabilities		1		2		10

Total current liabilities		19,511		16,538		189,647

Deferred income taxes		88		69		855

Total liabilities		19,599		16,607		190,502

Stockholders’ equity
Common stock
No par value
(100 thousand shares authorized and issued)		5,000		5,000		48,600
Retained earnings		17,683		7,082		171,879
Accumulated other comprehensive income		56		29		544
Noncontrolling interests		470		383		4,569

Total stockholders’ equity		23,209		12,494		225,592

Total liabilities and stockholders’ equity		42,808		29,101		416,094

See accompanying notes to special purpose consolidated financial statements.

RENESAS SP DRIVERS Inc. and Subsidiary

Special Purpose Consolidated Statements of Income

Years Ended March 31, 2014 and 2013


	Millions of Yen					Thousands of U.S. Dollars
	Year ended			Year ended		Year ended
	March 31, 2014			March 31, 2013		March 31, 2014
Product sales		66,094			42,216		642,434
Cost of sales		41,809			27,423		406,383

Gross profit		24,285			14,793		236,051
Selling, general and administrative expense		7,619			5,174		74,057

Operating income		16,666			9,619		161,994

Interest income		3			10		29
Foreign currency exchange gain, net		589			414		5,725
Other		(2	)		1		(19	)

Other income, net		590			425		5,735

Income before income taxes		17,256			10,044		167,729

Income tax expenses
Current		6,548			3,981		63,647
Deferred		46			53		447

Total income tax expenses		6,594			4,034		64,094

Net income		10,662			6,010		103,635

Less: Net income attributable to noncontrolling interests		61			92		593

Net income attributable to Renesas SP Drivers		10,601			5,918		103,042

See accompanying notes to special purpose consolidated financial statements.

RENESAS SP DRIVERS Inc. and Subsidiary

Special Purpose Consolidated Statements of Comprehensive Income

Years Ended March 31, 2014 and 2013


	Millions of Yen				Thousands of U.S. Dollars
	Year ended		Year ended		Year ended
	March 31, 2014		March 31, 2013		March 31, 2014
Net income		10,662		6,010		103,635
Other comprehensive income:
Translation adjustments		53		87		515

Comprehensive income		10,715		6,097		104,150

Less: Comprehensive income attributable to noncontrolling interests		87		134		846

Total comprehensive income attributable to Renesas SP Drivers		10,628		5,963		103,304

See accompanying notes to special purpose consolidated financial statements.

RENESAS SP DRIVERS Inc. and Subsidiary

Special Purpose Consolidated Statements of Changes in Equity

Years Ended March 31, 2014 and 2013


			Millions of Yen
	Common stock shares		Common stock		Retained earnings		Other comprehensive income			Noncontrolling interests		Total equity
Balance as of March 31, 2012		100,000		5,000		1,164		(16	)		249		6,397
Net income						5,918					92		6,010
Translation adjustments								45			42		87

Balance as of March 31, 2013		100,000		5,000		7,082		29			383		12,494

Net income						10,601					61		10,662
Translation adjustments								27			26		53

Balance as of March 31, 2014		100,000		5,000		17,683		56			470		23,209


			Thousands of U.S. Dollars
	Common stock shares		Common stock		Retained earnings		Other comprehensive income			Noncontrolling interests		Total equity
Balance as of March 31, 2013		100,000		48,600		68,837		282			3,723		121,442
Net income						103,042					593		103,635
Translation adjustments								262			253		515

Balance as of March 31, 2014		100,000		48,600		171,879		544			4,569		225,592

See accompanying notes to special purpose consolidated financial statements.

RENESAS SP DRIVERS Inc. and Subsidiary

Special Purpose Consolidated Statements of Cash Flows

Years Ended March 31, 2014 and 2013


	Millions of Yen						Thousands of U.S. Dollars
	Year ended			Year ended			Year ended
	March 31, 2014			March 31, 2013			March 31, 2014
Operating activities:
Net income		10,662			6,010			103,635
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		404			281			3,927
Gain on foreign currency exchange		(137	)		(22	)		(1,332	)
Change in operating assets and liabilities
Accounts receivable – Shareholders		(947	)		(3,231	)		(9,205	)
Accounts receivable – third parties		(311	)		375			(3,023	)
Inventories		(1,723	)		(4,023	)		(16,748	)
Other receivables		95			(62	)		923
Income tax payable		1,587			2,296			15,426
Accounts payable – Shareholders		1,816			3,376			17,651
Accrued expenses		426			(175	)		4,141
Other payables		(882	)		891			(8,573	)
Consumption tax payable		(32	)		494			(311	)
Other, net		37			(37	)		360

Net cash provided by operating activities		10,995			6,173			106,871

Investing activities:
Purchases of property and equipment		(539	)		(316	)		(5,239	)
Loan and advance to Renesas		(5,007	)		(2,000	)		(48,668	)
Other, net		(51	)		(5	)		(496	)

Net cash used in investing activities		(5,597	)		(2,321	)		(54,403	)

Financing activities:
Repayment of capital lease obligation		(1	)		(13	)		(10	)

Net cash used in financing activities		(1	)		(13	)		(10	)

Effect of exchange rate change on cash and cash equivalents		210			150			2,042
Net increase in cash and cash equivalents		5,607			3,989			54,500
Cash and cash equivalents at the beginning of year		9,573			5,584			93,050

Cash and cash equivalents at the end of year		15,180			9,573			147,550

Supplemental disclosures of cash flow information
Cash paid for income taxes		4,919			1,692			47,813

Non-cash transaction:
Loan to Renesas reclassified to advance		(2,000	)		—			—

See accompanying notes to special purpose consolidated financial statements.

RENESAS SP DRIVERS Inc. and Subsidiary

Notes to Special Purpose Consolidated Financial Statements

1.	BASIS OF PRESENTING SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS

Renesas SP Drivers Inc. (the “Company”) is a company established by Renesas Electronics Corporation (“Renesas”), Sharp Corporation (“Sharp”) and Powerchip Group (“Powerchip”), collectively (“the Shareholders”) in April 2008, owning 55%, 25% and 20%, respectively, of the Company. The Company is a semiconductor manufacturer focusing on design, development, sales and marketing of LCD Drivers that drive small and mid-sized LCD panels. The Company sells its products to its Shareholders, and utilizes distributors located in Japan and Taiwan for a large percentage of its sales.

STOCK PURCHASE AGREEMENT

A definitive agreement among the Shareholders and Synaptics Incorporated (“Synaptics”), a U.S. based company that specializes in touch panel technology, was reached on June 11, 2014 for Synaptics to acquire all of the outstanding shares of the Company, along with inventories of the Company’s business, currently owned and stored by Renesas (collectively, the “Scope of Acquisition”).

SPECIAL PURPOSE FINANCIAL STATEMENTS

The accompanying special purpose consolidated financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been prepared solely for the purpose of Synaptics’ filing with the United States Securities and Exchange Commission in compliance with Rule 3-05 of Regulation S-X and Form 8-K under the Securities Exchange Act of 1934.

The Company’s largest customer is Sharp, one of the Shareholders of the Company. Product sales made to Sharp were 24,188 million yen (235,107 thousand U.S. dollars) and 12,954 million yen for the fiscal years ended March 31, 2014 and 2013, respectively, and account receivables from Sharp as of March 31, 2014 and 2013 were 3,752 million yen (36,469 U.S. dollars) and 4,361 million yen, respectively. Under the agreement with Sharp, the payment term for sales made to Sharp is two months and the receivables from Sharp are settled on a monthly basis. All other product sales in Japan are made to distributors through Renesas. Renesas monitors and collects payments from the distributors on behalf of the Company. The Company bills and collects payments from Renesas. Accounts receivable – Shareholders presented in the accompanying special purpose consolidated balance sheets include the amounts due from Renesas for product sales transactions. Generally, the amounts billed to Renesas are the same as the amounts billed to distributors by Renesas. The Company also makes substantially all of its inventory purchases from Renesas. Renesas orders products and remits payments to third-party manufacturers. Accounts payable – Shareholders presented in the accompanying special purpose consolidated balance sheets primarily represent the amounts due to Renesas for these transactions. While both purchases and sales are made

through Renesas, these intercompany transactions are settled individually. Under the agreement with Renesas, sales to Renesas have a payment term of two months and purchases from Renesas have a payment term of one month, and both accounts receivable and payable are settled on a monthly basis. During the year ended March 31, 2014, the Company made an advance of 7,007 million yen to Renesas which was intended to secure the inventories held by Renesas on behalf of the Company and the amount is reviewed periodically by both Renesas and the Company and adjusted based on the inventory balance held by Renesas. Loan receivable from Renesas in the amount of 2,000 million yen was reclassified to Advance to Renesas in order to partially fund the amount.

The transactions described above reflect the historical activities associated with the business acquired by Synaptics, and the accompanying special purpose consolidated financial statements are intended to present the historical financial position, results of operations and cash flows of the Company.

Certain assumptions, adjustments and allocations, which management considers reasonable, were made to reflect the assets, liabilities, revenue and expenses directly attributable to the Scope of Acquisition, as described below.

The financial information included herein may not necessarily reflect the financial position, results of operations, or cash flows of the Company in the future or what they would have been had the entities and assets subject to Scope of Acquisition been managed and operated as a separate, stand-alone entity during the periods presented.

Inventories

Inventories were subject to a manufacturing license arrangement whereby the Company outsourced predominantly all manufacturing and storage functions to Renesas and purchased products from Renesas upon receiving orders from customers. The finished goods inventories stored by Renesas and work-in-process inventories held by third-party manufacturers were historically recorded as assets of Renesas and not of the Company. Such inventories are within the Scope of Acquisition and have been recorded as assets of the Company together with an account payable to Renesas in these special purpose financial statements.

Sales and Account receivables

The Company has historically outsourced customer activities for distributors in Japan, including monitoring and collections of accounts receivables from those distributors to Renesas. The Company has historically recorded sales to Renesas and account receivables from Renesas. Accordingly, such sales and receivables are presented in the accompanying special purpose consolidated financial statements as transactions with a Shareholder.

Cash flows from and to Renesas

Cash receipts from Renesas relating to cash collected from distributers and cash payments to Renesas relating to purchasing of products from third party manufacturers are presented as cash flows from operating activities. Cash payments relating to the loan and advance made to Renesas are presented as cash flows from investing activities.

Employee benefit plans

Substantially all of the company employees were assigned employees transferred from Renesas and were participants in defined benefit plans sponsored by Renesas. The Company contributed to these plans and accounted for its participation as a participant in a multiemployer defined benefit plan. Accordingly, such contributions were recognized as expenses in these special purpose consolidated financial statements.

CONVENIENCE TRANSLATION

The special purpose consolidated financial statements are stated in Japanese yen, the currency of the country in which the Company is incorporated and operates. The translations of Japanese yen amounts into U.S. dollar amounts for the year ended March 31, 2014 are unaudited and are included solely for the convenience of readers and have been made at the rate of 102.88 yen to 1 U.S. dollar, the approximate rate of exchange at March 31, 2014. Such translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.	*Consolidation*—The special purpose consolidated financial statements include the accounts of the Company and its 51% owned subsidiary, Renesas SP Drivers Taiwan, Inc., (“Renesas SP Drivers Taiwan”). Intercompany balances and transactions have been eliminated in consolidation.

Use of estimates—The preparation of the special purpose consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, allowance for doubtful accounts, cost of revenue, inventories, provision for income taxes. The Company bases its estimates on historical experience, applicable laws and regulations, and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

c.	*Cash and Cash Equivalents*—Cash equivalents consist of highly liquid investment with original maturities of three months or less. The carrying amounts approximate fair value. Cash equivalents include time deposits which mature or become due within three months of the date of acquisition.

d.	*Inventories*—Inventories are stated at the lower of cost (mainly moving average method) or market (estimated net realizable value).

e.	*Property and Equipment*—The Company states property and equipment at cost less accumulated depreciation. The Company compute depreciation using the straight-line method based on the following estimated useful lives:

Building improvements 15 years

Manufacturing equipment 5 years

Tools, furniture and fixtures 1-10 years

Impairment of Long-Lived Assets—The Company reviews its long-lived assets whenever events or changes in circumstance indicate the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be recognized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the discounted cash flows from the continued use and eventual disposition of the asset or the net selling price at disposition.

Revenue recognition—The Company recognizes revenue from product sales when there is persuasive evidence that an arrangement exist, delivery has occurred and title has transferred, the price is fixed or determinable, and collection is reasonably assured. As mentioned above, product sales to distributors in Japan are made through Renesas, hence, delivery does not occur until products have been shipped, risk of loss has transferred to the distributors, and either distributor acceptance has been obtained, distributor acceptance provisions have lapsed, or the Company has objective evidence that the criteria specified in the distributor acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.

Allowance for doubtful accounts—The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The Company reviews accounts receivable by amounts due by customers which are past due to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on past collection experience and ongoing credit risk evaluations.

i.	*Cost of sales*—The Company’s cost of sales includes the cost of products shipped to customers, which primarily includes the cost of products built by the Company’s contract manufacturers and other purchased materials.

j.	*Research and development*—Research and development costs are expensed as incurred.

Foreign currency translation—The Japanese yen is the Company’s functional and reporting currency. Financial statements of Renesas SP Drivers Taiwan are prepared using the local currency as its functional currency. All asset and liability accounts of Renesas SP Drivers Taiwan are translated into Japanese yen at appropriate fiscal year end exchange rates and all income and expense accounts are translated at exchange rates that approximate those rates prevailing at the time of the transactions. The resulting translation adjustments are accumulated as a component of accumulated other comprehensive income.

Receivables and payables denominated in foreign currencies are translated at appropriate fiscal year end exchange rates and the resulting translation gains or losses are recognized into income.

Income Taxes—The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date. The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized.

The Company accounts for uncertainty in tax positions in accordance with the provisions of ASC 740, “Income Taxes.” The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in “Income tax payable – Current” in the special purpose consolidated financial statements.

Concentration of credit risk—While the Company’s largest customer is Sharp, the Company utilizes distributors for a large percentage of its other product sales. Sales to distributors in Japan are made through Renesas as described in Note 1, and the related accounts receivable are represented by the receivable due from Renesas. Based on the arrangement with Renesas, the Company is liable for any bad debt expense incurred by Renesas. Credit evaluations of its customers’ financial condition are performed periodically. The Company generally does not require collateral from its customers. The following distributors accounted for more than 10% of accounts receivable balance as of March 31, 2014 and 2013:


	March 31, 2014			March 31, 2013
Distributor A		25.1	%		*
Distributor B		23.0	%		32.1	%

*	less than 10%

Although the Company does not expect that the above customers will fail to meet its obligations, the Company is potentially exposed to concentrations of credit risk if the customers failed to perform according to the terms of the contracts.

3.	INVENTORIES

Inventories as of March 31, 2014 and 2013 consisted of the following:


	Millions of Yen				Thousands of U.S. Dollars
	March 31, 2014		March 31, 2013		March 31, 2014
Finished goods stored by Renesas		8,431		6,492		81,949
Work in process held by third party manufacturers		2,098		2,280		20,393

Total		10,529		8,772		102,342

4.	PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2014 and 2013 consisted of the following:


	Millions of Yen						Thousands of U.S. Dollars
	March 31, 2014			March 31, 2013			March 31, 2014
Building improvements		8			2			78
Manufacturing equipment		182			91			1,769
Tools, furniture and fixtures		1,756			1,259			17,068
Other		4			91			39

		1,950			1,443			18,954
Accumulated depreciation		(1,572	)		(1,175	)		(15,280	)

Property and equipment, net		378			268			3,674

5.	EMPLOYEE BENEFIT PLANS

Renesas has defined benefit severance and retirement plans and a defined contribution plan covering substantially all of the full time employees of the Company. For the defined benefit severance and retirement plans, Renesas applies a “point-based benefits system” under which benefits are calculated based on the accumulated points allocated to employees each year depending on their job classification, performance and basic monthly salary. For the defined contribution plan, contributions to the plan are funded with several financial institutions in accordance with the applicable laws and regulations. The amounts of contributions the Company made to these plans were approximately 289 million yen (2,809 thousand U.S. dollars) and 208 million yen for the years ended March 31, 2014 and 2013, respectively, and are included in selling, general and administrative expenses in the accompanying special purpose consolidated statements of income.

6.	INCOME TAXES

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of March 31, 2014 and 2013 are as follows:


	Millions of Yen						Thousands of U.S. Dollars
	March 31, 2014			March 31, 2013			March 31, 2014
Deferred tax assets:
Current:
Provision for bonuses		124			4			1,205
Accrued enterprise tax		297			247			2,887
Inventory		—			95			—
Other		95			31			923

Total current deferred tax assets		516			377			5,015
Noncurrent:
Property and equipment		75			56			729

Total noncurrent deferred tax assets		75			56			729
Deferred tax liabilities:
Current:
Inventory		(185	)		—			(1,798	)

Total current deferred tax liabilities		(185	)		—			(1,798	)
Noncurrent:
Foreign subsidiary investments – planned distribution		(88	)		(69	)		(855	)

Total noncurrent deferred tax liabilities		(88	)		(69	)		(855	)

Net deferred tax assets		318			364			3,091

The Company is subject to Japanese national and local income taxes and files its own tax returns on a standalone basis, which, in the aggregate, resulted in a normal effective statutory tax rate of approximately 38% for each of the years ended March 31, 2014 and 2013.

Reconciliation between the normal effective statutory tax rates and the actual effective tax rates reflected in the accompanying special purpose consolidated statements of income for the years ended March 31, 2014 and 2013 is not presented because the difference between the two tax rates were not material.

Amendments to the Japanese tax regulations were enacted into law on November 30, 2011 and March 20, 2014. As a result of these amendments, the statutory income tax rate will be reduced from approximately 40% to 38% effective from the year beginning April 1, 2012, and it will further be reduced to approximately 35% effective from the fiscal year beginning April 1, 2014 and thereafter. Consequently, the statutory income tax rate utilized for deferred tax assets and liabilities expected to be settled or realized for the year ended March 31, 2014 is approximately 38% and for periods subsequent to March 31, 2014 is approximately 35%. The impacts of these amendments are insignificant.

7.	RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses incurred by the Company for the years ended March 31, 2014 and 2013 were as follows:

Millions of Yen

Thousands of
U.S. Dollars

Year ended

March 31, 2014

March 31, 2013

March 31, 2014

Research and development expenses

6,090

4,085

59,195

8.	RELATED PARTY TRANSACTIONS

Related party transactions include transactions between the Shareholders and the Company. Refer to Note 1 for further details.

Related party transactions with the Shareholders and the Company for the years ended March 31, 2014 and 2013 consisted of the following:


	Millions of Yen					Thousands of U.S. Dollars
	Year ended			Year ended		Year ended
	March 31, 2014			March 31, 2013		March 31, 2014
Sales transactions with Renesas		36,273			21,588		352,574
Sales transactions with Sharp		24,188			12,954		235,107
Purchase transactions from Renesas		38,706			31,135		376,222
Loan made to Renesas		—			2,000		—
Advance made to Renesas		7,007	*		—		68,108

*	The amount includes a reclassification of the loan receivable to the deposit of 2,000 million yen and a cash payment for the advance of 5,007 million yen.

The balances due to or due from related-parties as of March 31, 2014 and 2013 were as follows:


	Millions of Yen				Thousands of U.S. Dollars
	March 31, 2014		March 31, 2013		March 31, 2014
Accounts receivable from Renesas		4,386		2,830		42,632
Accounts receivable from Sharp		3,752		4,361		36,469
Accounts payable to Renesas		13,167		11,272		127,983
Loan receivable from Renesas		—		2,000		—
Advance to Renesas		7,007		—		68,108

9.	SUBSEQUENT EVENTS

The management of the Company has evaluated its special purpose consolidated financial statements for subsequent events through November 4, 2014. In connection with the stock purchase agreement which was entered into by Renesas, Sharp, Powerchip and Quantum Vision Corporation with Synaptics Incorporated and its wholly owned subsidiary Synaptics Holding GmbH for the sale of their ownership interests in RSP on June 11, 2014, the following transactions occurred on September 18, 2014 prior to the transaction close on October 1, 2014:

•

The Company acquired the 49% minority interest of Renesas SP Drivers Taiwan from Quantum Vision Corporation for 3,200 million yen.

•

The Company entered into a patent cross license agreement with Renesas for a lump-sum royalty payment of 2,500 million yen

•

The Company entered into a process technology license agreement with Renesas for a lump-sum royalty payment of 1,800 million yen.

•

The Company entered into a patent transfer agreement with Renesas for an aggregate purchase price of 2,700 million yen.

•

The Company entered into a revised patent license agreement with Sharp for a lump sum royalty payment of 2,500 million yen.

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