SYNAPTICS Inc 10-Q

ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to reasonably ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Due to the COVID-19 pandemic, a significant portion of our employees are working from home while under governmental restrictions. Established business continuity plans were initiated in order to mitigate the impact to our control environment, operating procedures, data and internal controls. The design of our processes and controls allow for remote execution with accessibility to secure data. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report. Changes in Internal Control over Financial Reporting We assessed, with the participation of our CEO and CFO, any change in our internal control over financial reporting as of the end of the fiscal quarter covered by this Report. Our assessment excluded DisplayLink which was acquired on July 31, 2020. DisplayLink had net revenues of approximately $45.0 million and total tangible assets of approximately $59.0 million, which are included in our condensed consolidated financial statements as of and for the six months ended December 26, 2020. We are currently assessing the control environment of this acquired business. DisplayLink sales constitute approximately 6.6% of our sales for the six-month period covered by this Report, their tangible assets constitute approximately 6.8% of our tangible assets as of the end of such period and their total liabilities constitute approximately 6.3% of our total liabilities. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. During the integration period, management is developing additional controls to ensure the financial information provided by DisplayLink is complete and accurate in all material respects. Except as noted above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period ended December 26, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 37 PART II—OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are party to various litigation matters and claims arising from time to time in the ordinary course of business. While the results of such matters cannot be predicted with certainty, we believe that the final outcome of such matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows. ITEM 1A. RISK FACTORS We refer you to the Company’s risk factors set forth in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended June 27, 2020 for material risks that may affect our business. There have been no material changes from the risk factors previously disclosed.