United States securities and exchange commission logo
February 2, 2021
Dean Bulter
Chief Financial Officer
Synaptics Inc
1251 McKay Drive
San Jose, CA 95131
Re: Synaptics Inc
Form 10-K for the
Fiscal Year Ended June 27, 2020
Filed on August 21,
2020
File No. 000-49602
Dear Mr. Bulter:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 27, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 39
1. Where you describe two
or more business reasons that contributed to a material change in
a financial statement
line item between periods, please quantify in future filings, where
possible, the extent to
which each change contributed to the overall change in that line
item. In addition,
where you identify intermediate causes of changes in your operating
results, also describe
the reasons underlying the intermediate causes. For example, you
disclose that net
revenue was impacted by changes in units sold and average selling
prices. Please quantify
the extent to which the overall change in revenues is attributable
to each identified
factor and explain in reasonable detail the reasons driving fluctuations in
each factor. Ensure
that your revised disclosures assist in satisfying the requirements of
Item 303(a) of
Regulation S-K and the three principal objectives of MD&A, as noted in
SEC Release No.
33-8350:
Dean Bulter
FirstName LastNameDean Bulter
Synaptics Inc
Comapany2,NameSynaptics
February 2021 Inc
February
Page 2 2, 2021 Page 2
FirstName LastName
to provide a narrative explanation of a company s financial
statements that enables
investors to see the company through the eyes of management;
to enhance the overall financial disclosure and provide the
context within which
financial information should be analyzed; and
to provide information about the quality of, and potential
variability of, a company s
earnings and cash flow, so that investors can ascertain the
likelihood that past
performance is indicative of future performance
Notes to Consolidated Financial Statements
4. Divestiture, page F-17
2. We note that you divested your TDDI product line in April 2020. Based
on the pro forma
financial statements provided in your Form 8-K filed April 16, 2020,
it appears that TDDI
was quantitatively material to your statements of operations,
including revenues and
operating, pre-tax, and net income. Please tell us how you determined
TDDI did not meet
the criteria to qualify as discontinued operations under ASC
205-20-45-1B.
12. Segment, Customers, and Geographic Information, page F-33
3. Although you disclose you have a single reportable segment, we note
that management
refers to your product lines during earnings calls as "businesses" and
that the management
team on your website includes Senior Vice President and General
Manager positions for
the PC & Peripherals, Wireless Connectivity, Multimedia, and Smart
Sensing and Display
Divisions. Please tell us in sufficient detail how you determined that
you have only one
reportable segment. In doing so, tell us each operating segment you
have identified under
ASC 280-10-50-1 and provide us with the following information:
Tell us the title and describe the role of the Chief Operating
Decision Maker
("CODM") and each of the individuals that report to the CODM;
Identify and describe the role of each segment manager;
Tell us how often the CODM meets with his/her direct reports,
the financial
information the CODM reviews to prepare for those meetings, the
financial
information discussed in those meetings, and who else attends
those meetings;
Describe the information regularly provided to both the CODM
and the Board of
Directors, and how frequently it is prepared; and
Explain to us the responsibilities of each Senior Vice
President and General Manager
identified above, including to whom they report and how they are
compensated.
We remind you that the company and its management are responsible for
the accuracy
Dean Bulter
Synaptics Inc
February 2, 2021
Page 3
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jean Yu at 202-551-3305 or Andrew Blume at 202-551-3254
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sherry Haywood at 202-551-3345 or Jay Ingram at 202-551-3397 with any
other
questions.
FirstName LastNameDean Bulter Sincerely,
Comapany NameSynaptics Inc
Division of
Corporation Finance
February 2, 2021 Page 3 Office of
Manufacturing
FirstName LastName
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This website contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as "expect," "anticipate," "intend," "believe," "estimate," "plan," "target," "strategy," "continue," "may," "will," "should," variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our Annual Report on Form 10-K for our most recent fiscal year, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.