FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer


Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934


For the month of November, 2014

Commission File Number 1-15236

Advantest Corporation
(Translation of Registrant’s Name Into English)

Shin Marunouchi Center Building
1-6-2, Marunouchi
Chiyoda-ku
Tokyo 100-0005
Japan
(Address of Principal Executive Offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.  Form 20-F x  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):               

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):               

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  Yes o  No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):                
 
 


 
 
 
 

Materials Contained in this Report:


 
1.
Executive summary of the Japanese-language Quarterly Report, submitted by the registrant to the Director-General of the Kanto Local Finance Bureau of the Ministry of Finance of Japan on November 14, 2014.

 
2.
English-language translation of the registrant’s Quarterly Consolidated Financial Statements for the fiscal second quarter ended September 30, 2014, filed with the Director-General of the Kanto Local Finance Bureau as part of the registrant’s Quarterly Report.
 
 
 
 
 
 
 
 
 

 
 
SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
  Advantest Corporation  
       
       
       
 
By:
 /s/ Hiroshi Nakamura  
  Name:   Hiroshi Nakamura  
  Title:     Director, Managing Executive Officer  
 
 
 

 
 
Date:  November 14, 2014
 





 



Executive Summary Quarterly Report


Japanese Quarterly Report for the fiscal second quarter ended September 30, 2014, submitted to the Director-General of the Kanto Local Finance Bureau of the Ministry of Finance of Japan on November 14, 2014, which included the following information:

I. 
Corporate Information

 
1.
Corporate Overview
 
·
Significant financial indices
 
·
Business overview

 
2.
Business Information
 
·
Risk factors
 
·
Material agreements
 
·
Operating and financial review and prospects

 
3.
Company Data
 
·
Share information
-      Total number of shares
-      Stock acquisition rights (none)
-      Bonds with stock acquisition rights with contingently adjustable exercise price (none)
-      Rights plan (none)
-      Number of shares outstanding, changes in capital stock
-      Major shareholders
-      Voting rights
 
·
Changes in directors and corporate auditors

 
4.
Financial information
 
·
Consolidated financial statements (Unaudited)
 
·
Others

II. 
Information on Guarantors (none)

Quarterly review report

Exhibit
Certifications of the Registrant’s Representative Director, President and Chief Executive Officer
 
 
 
 



ADVANTEST CORPORATION
AND SUBSIDIARIES
 
 
Consolidated Balance Sheets (Unaudited)
 
 
 
   
Yen (Millions)
 
Assets
 
March 31, 2014
   
September 30, 2014
 
             
Current assets:
           
Cash and cash equivalents
  ¥ 68,997       83,503  
Trade receivables, net
    20,404       25,794  
Inventories
    30,200       30,476  
Other current assets
    5,218       4,397  
                 
Total current assets
    124,819       144,170  
                 
Investment securities
    3,741       2,423  
Property, plant and equipment, net of accumulated
depreciation of 44,832 million yen and 44,725 million yen,
as of March 31, 2014 and September 30, 2014, respectively
    39,925       38,903  
Intangible assets, net of accumulated
amortization of 969 million yen and 1,592 million yen,
as of March 31, 2014 and September 30, 2014, respectively
    3,545       3,430  
Goodwill
    46,846       49,777  
Other assets
    10,980       11,118  
                 
Total assets
  ¥ 229,856       249,821  
                 
 
 
 
The accompanying notes, together with the Notes to Consolidated Financial Statements included in Advantest’s Annual Report on Form 20-F for the year ended March 31, 2014 are an integral part of the consolidated financial statements.
 
 
 
 
 
- 1 -

 
 
 
ADVANTEST CORPORATION
AND SUBSIDIARIES
 
 
 
Consolidated Balance Sheets (Unaudited)
 
 
 
   
Yen (Millions)
 
Liabilities and Stockholders’ Equity
 
March 31, 2014
   
September 30, 2014
 
             
Current liabilities:
           
Trade accounts payable
  ¥ 12,353       15,613  
Accrued expenses
    6,775       9,583  
Income taxes payable
    1,089       3,741  
Accrued warranty expenses
    1,589       1,492  
Corporate bonds - current portion
          10,000  
Customer prepayments
    2,488       2,996  
Other current liabilities
    2,313       3,368  
                 
Total current liabilities
    26,607       46,793  
                 
Corporate bonds
    25,000       15,000  
Convertible bonds
    30,149       30,134  
Accrued pension and severance costs
    28,641       28,714  
Other liabilities
    3,207       2,389  
                 
Total liabilities
    113,604       123,030  
                 
Commitments and contingent liabilities
               
                 
Stockholders’ equity:
               
Common stock,
               
Authorized 440,000,000 shares; issued 199,566,770 shares
    32,363       32,363  
Capital surplus
    43,906       43,895  
Retained earnings
    130,740       134,387  
Accumulated other comprehensive income
    5,326       12,148  
Treasury stock, 25,368,828 shares and 25,367,391 shares
as of March 31, 2014 and September 30, 2014, respectively
    (96,083 )     (96,002 )
                 
Total stockholders’ equity
    116,252       126,791  
                 
Total liabilities and stockholders’ equity
  ¥ 229,856       249,821  
 
 
The accompanying notes, together with the Notes to Consolidated Financial Statements included in Advantest’s Annual Report on Form 20-F for the year ended March 31, 2014 are an integral part of the consolidated financial statements.
 
 
 
 
 
- 2 -

 
 
ADVANTEST CORPORATION
AND SUBSIDIARIES
 
 
Consolidated Statements of Operations (Unaudited)
 
   
Yen (Millions)
 
   
Six months ended
   
Six months ended
 
   
September 30, 2013
   
September 30, 2014
 
             
Net sales
  ¥ 59,638       78,943  
Cost of sales
    30,793       35,697  
                 
Gross profit
    28,845       43,246  
                 
Research and development expenses
    17,408       15,022  
Selling, general and administrative expenses
    19,431       21,832  
                 
Operating income (loss)
    (7,994 )     6,392  
                 
Other income (expense):
               
Interest and dividend income
    100       88  
Interest expense
    (70 )     (68 )
Gain on sale of investment securities
    576       559  
Other, net
    1       1,046  
                 
Total other income (expense)
    607       1,625  
                 
Income (loss) before income taxes and equity
in earnings of affiliated company
    (7,387     8,017  
                 
Income tax expense
    1,954       3,432  
Equity in earnings of affiliated company
    2        
                 
Net income (loss)
  ¥ (9,339 )     4,585  
                 
                 
                 
                 
   
Yen
 
   
Six months ended
   
Six months ended
 
   
September 30, 2013
   
September 30, 2014
 
                 
Net income (loss) per share:
               
Basic
  ¥ (53.65 )     26.32  
Diluted
    (53.65 )     23.79  
 
 
 
 
The accompanying notes, together with the Notes to Consolidated Financial Statements included in Advantest’s Annual Report on Form 20-F for the year ended March 31, 2014 are an integral part of the consolidated financial statements.
 
 
 
 
 
 
- 3 -

 
 
ADVANTEST CORPORATION
AND SUBSIDIARIES
 
 
 
 
 
Consolidated Statements of Operations (Unaudited)
 
 
 
   
Yen (Millions)
 
   
Three months ended
   
Three months ended
 
   
September 30, 2013
   
September 30, 2014
 
             
Net sales
  ¥ 29,548       42,114  
Cost of sales
    15,995       19,119  
                 
Gross profit
    13,553       22,995  
                 
Research and development expenses
    8,688       7,641  
Selling, general and administrative expenses
    9,543       11,364  
                 
Operating income (loss)
    (4,678 )     3,990  
                 
Other income (expense):
               
Interest and dividend income
    24       29  
Interest expense
    (36 )     (34 )
Gain on sale of investment securities
    84        
Other, net
    64       840  
                 
Total other income (expense)
    136       835  
                 
Income (loss) before income taxes
    (4,542 )     4,825  
                 
Income tax expense
    1,156       1,579  
                 
Net income (loss)
  ¥ (5,698 )     3,246  
                 
                 
                 
                 
   
Yen
 
   
Three months ended
   
Three months ended
 
   
September 30, 2013
   
September 30, 2014
 
                 
Net income (loss) per share:
               
Basic
  ¥ (32.71 )     18.64  
Diluted
    (32.71 )     16.85  
 
 
 
 
The accompanying notes, together with the Notes to Consolidated Financial Statements included in Advantest’s Annual Report on Form 20-F for the year ended March 31, 2014 are an integral part of the consolidated financial statements.
 
 
 
 
 
 
- 4 -

 
 
 
ADVANTEST CORPORATION
AND SUBSIDIARIES
 
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
 
   
Yen (Millions)
 
   
Six months ended
   
Six months ended
 
   
September 30, 2013
   
September 30, 2014
 
             
Comprehensive income (loss)
           
Net income (loss)
  ¥ (9,339 )     4,585  
Other comprehensive income (loss), net of tax
               
Foreign currency translation adjustments
    5,719       6,661  
Net unrealized gains (losses) on investment securities:
    (296 )     (371 )
Pension related adjustments
    371       532  
                 
Total other comprehensive income (loss)
    5,794       6,822  
                 
Total comprehensive income (loss)
  ¥ (3,545 )     11,407  
                 
                 
   
Yen (Millions)
 
   
Three months ended
   
Three months ended
 
   
September 30, 2013
   
September 30, 2014
 
                 
Comprehensive income (loss)
               
Net income (loss)
  ¥ (5,698 )     3,246  
Other comprehensive income (loss), net of tax
               
Foreign currency translation adjustments
    (247 )     8,727  
Net unrealized gains (losses) on investment securities:
    (480 )     (116 )
Pension related adjustments
    252       252  
                 
Total other comprehensive income (loss)
    (475 )     8,863  
                 
Total comprehensive income (loss)
  ¥ (6,173 )     12,109  
 
 
 
The accompanying notes, together with the Notes to Consolidated Financial Statements included in Advantest’s Annual Report on Form 20-F for the year ended March 31, 2014 are an integral part of the consolidated financial statements.
 
 
 
 
 
 
- 5 -

 
                   
ADVANTEST CORPORATION
AND SUBSIDIARIES
 
Consolidated Statements of Cash Flows (Unaudited)
 
   
Yen (Millions)
 
   
Six months ended
   
Six months ended
 
   
September 30, 2013
   
September 30, 2014
 
             
Cash flows from operating activities: 
           
Net income (loss)
  ¥ (9,339 )     4,585  
Adjustments to reconcile net income (loss) to net cash
               
provided by (used in) operating activities:
               
Depreciation and amortization
    4,573       2,514  
Deferred income taxes
    203       (337 )
Stock option compensation expense
    438        
Gain on sale of investment securities
    (576 )     (559 )
Changes in assets and liabilities:
               
Trade receivables
    7,129       (3,828 )
Other account receivable
    (131 )     733  
Inventories
    (697 )     506  
Trade accounts payable
    1,542       2,398  
Other account payable
    34       422  
Accrued expenses
    (23 )     2,712  
Income taxes payable
    (265 )     2,975  
Accrued warranty expenses
    (18 )     (127 )
Customer prepayments
    (285 )     494  
Accrued pension and severance costs
    839       247  
Other
    (44 )     657  
                 
Net cash provided by (used in) operating activities
    3,380       13,392  
                 
Cash flows from investing activities:
               
Proceeds from sale of available-for-sale securities
    943       1,557  
Acquisition of subsidiary, net of cash acquired
    (1,168 )      
Purchases of property, plant and equipment
    (3,521 )     (1,497 )
Purchases of intangible assets
    (465 )     (249 )
Other
    255       47  
                 
Net cash provided by (used in) investing activities 
    (3,956 )     (142 )
                 
Cash flows from financing activities: 
               
Dividends paid
    (1,734 )     (845 )
Other
    503       36  
                 
Net cash provided by (used in) financing activities
    (1,231 )     (809 )
                 
Net effect of exchange rate changes on cash and cash equivalents
    1,911       2,065  
                 
Net change in cash and cash equivalents
    104       14,506  
                 
Cash and cash equivalents at beginning of period
    45,668       68,997  
                 
Cash and cash equivalents at end of period
  ¥ 45,772       83,503  
 
The accompanying notes, together with the Notes to Consolidated Financial Statements included in Advantest’s Annual Report on Form 20-F for the year ended March 31, 2014 are an integral part of the consolidated financial statements.
 
 
 
- 6 -

 
                 
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)


(1) Accounting Principles, Procedures and the Presentation of the Consolidated Financial Statements

 
(a)
Terminology, Form and Method of Preparation of the Consolidated Financial Statements

Advantest Corporation (the “Company”) and its consolidated subsidiaries (collectively, “Advantest”) prepare its consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).  U.S. GAAP is codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities.
Advantest prepared the accompanying interim consolidated financial statements in conformity with U.S. GAAP, consistent in all material respects with those applied in Advantest’s Annual Report on Form 20-F for the year ended March 31, 2014.
The interim financial statements are unaudited, but reflect all normal adjustments that are, in the opinion of management, necessary to provide a fair presentation of results for the interim periods presented. This interim information should be read with the consolidated financial statements in Advantest’s Annual Report on Form 20-F for the year ended March 31, 2014.

 
(b)
Preparation of the Consolidated Financial Statements and Registration with the U.S. Securities and Exchange Commission

The Company became listed on the New York Stock Exchange on September 17, 2001 (local time) by means of an issuance of American Depository Shares, and has been filing a Form 20-F (equivalent to the Annual Securities Report in Japan) with the U.S. Securities and Exchange Commission since the year ended March 31, 2002.  Advantest prepares the consolidated financial statements in its Form 20-F in accordance with U.S. GAAP.

 
(c)
Significant differences from the preparation of financial statements under Japanese GAAP

Of the accounting principles, procedures and method of presentation adopted by Advantest, the following is a brief summary description of certain significant differences from the preparation of financial statements using the accounting principles, procedures and methods of presentation under Japanese GAAP, as required under the Financial Instruments and Exchange Law of Japan:

(i) Allowance for compensated absences
An allowance is provided for the right of employees to receive compensated absences in the future.

(ii) Business Combination
Goodwill arising from business combination is not amortized, but instead is tested for impairment at least annually. Acquisition related costs are expensed as incurred.

(iii) Stock option
Unused gains from stock based compensation are not recognized upon expiration of stock option.

 
- 7 -

 
      
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(2) Description of Business and Summary of Significant Accounting Policies and Practices
 
 
(a)
Description of Business
 
Advantest manufactures and sells semiconductor and component test system products and mechatronics-related products such as test handlers and device interfaces.  Advantest also engages in research and development activities and provides maintenance and support services associated with these products.

Description of the business by segment is as follows:

The semiconductor and component test system segment provides customers with test system products for the semiconductor industry and the electronic parts industry.  Product lines provided in the semiconductor and component test system segment include test systems for memory semiconductors for memory semiconductor devices and test systems for SoC (“System-on-a-Chip”) semiconductors for non memory semiconductor devices.

The mechatronics system segment provides product lines such as test handlers, mechatronic-applied products for handling semiconductor devices, device interfaces that serve as interfaces with the devices that are measured and operations related to nano-technology products.

The services, support and others segment consists of comprehensive customer solutions provided in connection with the above segments, support services, equipment lease business and others.
 

 
(b)
Accounting Changes and Accounting Standards Not Yet Adopted
 
In May 2014, the FASB issued the accounting standard for revenue from contracts with customers. This standard supersedes virtually all existing revenue recognition requirements under U.S. GAAP and requires an entity to apply the five steps to recognize revenue from contracts with customers unless the contracts are in the scope of other U.S. GAAP requirements. Additionally, an entity should disclose quantitatively and qualitatively sufficient information including contract with customers, significant judgments, and assets recognized from the costs to obtain or fulfill a contract. The entity should apply the amendments in this standard using one of the following two methods; retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of the initial application. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The standard is required to be adopted by Advantest in the first quarter beginning April 1, 2017. Advantest is currently evaluating the effect that this adoption will have on its consolidated results of operations and financial condition.

 
(c)
Reclassification
 
Certain reclassifications have been made to the prior fiscal year’s consolidated financial statements to conform to the current quarter and year-to-date presentation.
 
 
- 8 -

 
         
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(3) Inventories
Inventories at March 31, 2014 and September 30, 2014 were composed of the following:

   
Yen (Millions)
 
   
March 31, 2014
   
September 30, 2014
 
             
Finished goods
  ¥ 6,509       8,457  
Work in process
    11,467       10,053  
Raw materials and supplies
    12,224    
11,966
 
                 
    ¥ 30,200    
30,476
 

(4) Investment Securities
Marketable equity securities are classified as available-for-sale securities. The acquisition cost, gross unrealized gains, gross unrealized losses and fair value at March 31, 2014 and September 30, 2014 were as follows:

   
Yen (Millions)
 
   
March 31, 2014
 
       
   
Acquisition
cost
   
Gross
unrealized gains
   
Gross
unrealized losses
   
Fair value
 
Noncurrent:
                       
Available-for-sale:
                       
Equity securities
  ¥ 2,055       1,244       27       3,272  
                                 

   
Yen (Millions)
 
   
September 30, 2014
 
       
   
Acquisition
cost
   
Gross
unrealized gains
   
Gross
unrealized losses
   
Fair value
 
Noncurrent:
                       
Available-for-sale:
                               
Equity securities
  ¥ 1,301       765       115       1,951  

Equity securities consist primarily of stocks issued by Japanese listed companies.

Proceeds from the sale of available-for-sale securities for the six months and three months ended September 30, 2013 were ¥806 million and ¥274 million, respectively. Gross realized gains on available-for-sale securities for the six months and three months ended September 30, 2013 were ¥576 million and ¥84 million, respectively. Proceeds from the sale of available-for-sale securities and gross realized gains on available-for-sale securities for the six months ended September 30, 2014 were ¥1,292 million and ¥559 million, respectively. No proceeds from the sale of available-for-sale securities and gross realized gains on available-for-sale securities for the three months ended September 30, 2014. No losses were realized on the sale of available-for-sale securities for the six months and the three months ended September 30, 2013 and 2014, respectively.
 
 
- 9 -

 
            
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 
Net realized gains and losses on the sale of available-for-sale securities are based on the average cost method.

There were no impairment losses on available-for-sale securities, which were not considered other-than-temporarily impaired for the six months and three months ended September 30, 2013 and 2014, respectively.

Gross unrealized losses on available-for-sale securities and the fair value of the related securities, aggregated by length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2014 and September 30, 2014, were as follows:

   
Yen (Millions)
 
   
March 31, 2014
 
   
Less than 12 months
   
12 months or longer
 
   
Fair value
   
Gross
unrealized
losses
   
Fair value
   
Gross
unrealized
losses
 
Noncurrent:
                       
Available-for-sale:
                               
Equity securities
  ¥ 289       27       -       -  

   
Yen (Millions)
 
   
September 30, 2014
 
   
Less than 12 months
   
12 months or longer
 
   
Fair value
   
Gross
unrealized
losses
   
Fair value
   
Gross
unrealized
losses
 
Noncurrent:
                       
Available-for-sale:
                               
Equity securities
  ¥ -       -       180       115  

Advantest maintains non-marketable equity securities, which are recorded at cost and included in “investment securities” in the consolidated balance sheets. The carrying amounts of non-marketable equity securities were ¥469 million and ¥472 million at March 31, 2014 and September 30, 2014, respectively. For certain non-marketable equity securities which Advantest identified events or changes in circumstances that might have had significant adverse effect on the fair value of the investments, the fair value approximates the carrying value. Advantest had not estimated the fair value of the majority of these non-marketable equity securities aggregating ¥469 million and ¥472 million at March 31, 2014 and September 30, 2014, respectively, since it was not practicable to estimate the fair value of the investments due to the lack of readily determinable fair values and difficulty in estimating fair value without incurring excessive cost. Non-marketable equity securities that had impairment indicators were evaluated to determine whether the investments were impaired and the impairment, if any, was other than temporary.
 
 
- 10 -

 
          
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(5) Derivative Financial Instruments
 
Advantest uses derivative instruments primarily to manage exposures to foreign currency. The primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency. The instruments are not designated for trading or speculative purposes. Derivative financial instruments contain an element of risk in the event the counterparties are unable to meet the terms of the agreements. However, Advantest minimizes risk exposure by limiting the counterparties to major international banks and financial institutions meeting established credit guidelines. Management of Advantest does not expect any counterparty to default on its obligations and, therefore, does not expect to incur any losses due to counterparty default on its obligations. Advantest generally does not require or place collateral for these derivative financial instruments.
 
 
Advantest recognizes derivative instruments as either assets or liabilities on the balance sheet at fair value. Changes in fair value of the derivatives are recorded as other income (expense).
             
Derivatives not designated as hedging instruments
Derivatives not designated as hedging instruments consist primarily of foreign exchange forward contracts to reduce Advantest’s risk associated with exchange rate fluctuations, as gains and losses on these contracts are intended to offset exchange losses and gains on underlying exposures. Changes in fair value of foreign exchange contracts are recognized in earnings under the caption of other income (expense).

There was no foreign exchange contracts to exchange currencies among Japanese yen, US dollar and Euro at March 31, 2014 and September 30, 2014.

Fair Value of Derivative Contracts
There was no derivative not designated as hedging instruments at March 31, 2014 and September 30, 2014.

Effect of derivative instruments on the consolidated statements of operations

Derivatives not designated as hedging instruments
The effects of derivatives not designated as hedging instruments on the consolidated statements of operations for the six months and three months ended September 30, 2013 and 2014 were as follows:
 
 
     
Yen (Millions)
 
     
Amount of gain (loss) recognized in
income on derivatives
 
 
Location of gain (loss)
recognized in income on derivatives
 
Six months ended
September 30, 2013
   
Six months ended
September 30, 2014
 
               
Foreign exchange contracts
Other income (expense)
  ¥ 91       17  
 
 
 
- 11 -

 
                
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

  
     
Yen (Millions)
 
     
Amount of gain (loss) recognized in
income on derivatives
 
 
Location of gain (loss)
recognized in income on derivatives
 
Three months ended
September 30, 2013
   
Three months ended
September 30, 2014
 
               
Foreign exchange contracts
Other income (expense)
  ¥ 64       3  
 

(6) Fair Value Measurement
 
Disclosure about the fair value of Financial Instruments
The following table presents the carrying amounts and estimated fair values of Advantest’s financial instruments at March 31, 2014 and September 30, 2014.  Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

   
Yen (Millions)
 
   
March 31, 2014
   
September 30, 2014
 
   
Carrying
amount
   
Fair
value
   
Carrying
amount
   
Fair
value
 
Financial assets:
                       
Investment securities
                       
Available-for-sale securities
  ¥ 3,272       3,272       1,951       1,951  
Financial liabilities:
                               
Corporate bonds (Including current portion)
    25,000       24,975       25,000       24,987  
Convertible bonds
    30,149       31,518       30,134       32,794  

The carrying amounts of available-for-sale securities are included in the consolidated balance sheets under investment securities.

The following methods and assumptions are used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents, trade receivables and trade accounts payable:  The carrying amounts approximate fair value because of the short maturity of these instruments.

Available-for-sale securities:  The fair values of available-for-sale equity securities are based on quoted market prices at the reporting date for those investments.

Foreign exchange contracts:  The fair values of foreign exchange contracts are estimated by obtaining quotes from financial institutions.
 
 
- 12 -

 
            
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 
Corporate bonds (including current portion) and convertible bonds:  The fair values of corporate bonds (including current portion) and convertible bonds are estimated using quoted market prices, and are classified as Level 2.

Fair Value Hierarchy
U.S. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.  Additionally the inputs to valuation techniques used to measure fair value are prioritized into the following three levels:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 - Observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability.


Assets / Liabilities Measured at Fair Value on a Recurring Basis
As of March 31, 2014 and September 30, 2014, the carrying amounts of assets and liabilities that were measured at fair value on a recurring basis by level was as follows:
 
 
         
Yen (Millions)
 
         
Fair Value Measurements
at March 31, 2014
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
                         
Assets
                       
Available-for-sale equity securities
  ¥ 3,272       3,272       -       -  
Total assets measured at fair value
    3,272       3,272       -       -  
       
              
         
Yen (Millions)
 
         
Fair Value Measurements
at September 30, 2014
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
                         
Assets
                       
Available-for-sale equity securities
  ¥ 1,951       1,951       -       -  
Total assets measured at fair value
    1,951       1,951       -       -  
 

As of March 31,2014 and September 30, 2014, there were no amount of liabilities, which were measured at fair value on a recurring basis.

Adjustments to fair value of available-for-sale equity securities are recorded as an increase or decrease, net of tax, in accumulated other comprehensive income (loss) except where losses are considered to be other than temporary, in which case the losses are recorded in impairment losses on investment securities.
 
 
- 13 -

 
            
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

    Assets / Liabilities Measured at Fair Value on a Nonrecurring Basis
As of March 31, 2014, the carrying amount of assets and liabilities, which were measured at fair value on a nonrecurring basis was as follows:
         
Yen (Millions)
 
         
Fair Value Measurements
at March 31, 2014
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
                         
Assets
                       
Property, plant and equipment
  ¥ -       -       -       -  
Intangible assets
    -       -       -       -  
Total assets measured at fair value
    -       -       -       -  
                                 

The property, plant and equipment and intangible assets are valued using the income approaches based on present value of expected future cash flows.  The fair value is classified as Level 3 because significant unobservable inputs were involved in the fair value measurements.

As of September 30, 2014, there were no amount of assets and liabilities, which were measured at fair value on a nonrecurring basis.

(7) Corporate Bonds and Convertible Bonds
The carrying values of corporate bonds and convertible bonds at March 31, 2014 and September 30, 2014 were as follows:
 
   
Yen (Millions)
 
   
March 31, 2014
   
September 30, 2014
 
             
Unsecured 0.416% bonds, due May 25, 2015
  ¥ 10,000       10,000  
Unsecured 0.606% bonds, due May 25, 2017
    15,000       15,000  
Corporate bonds
  ¥ 25,000       25,000  
                 
Unsecured zero coupon convertible bonds,
due March 14, 2019
  ¥ 30,000       30,000  
Add unamortized premium
    149       134  
Convertible bonds
  ¥ 30,149       30,134  


In March 2014, the Company issued ¥30,000 million zero coupon convertible bonds due 2019 (the “Zero Coupon Convertible Bonds”). The bondholders are entitled to stock acquisition rights effective from April 1, 2014 to February 28, 2019. The initial conversion price is ¥1,655 per common share. Aside from the standard anti-dilution provisions, the conversion price is reduced for a certain period before an early redemption is triggered upon the occurrence of certain corporate events including a merger, corporate split, delisting and squeeze-out event. The reduced amount of the conversion price will be determined by a formula which is based on the effective date of the reduction and the Company’s common stock price. The reduced conversion price ranges from ¥1,123 to ¥1,655 per common share. The conversion price is also adjusted for dividends in excess of 15 yen per common share per fiscal year. The bondholders may require the Company to redeem the Zero Coupon Convertible Bonds, on or after a reduction in the conversion price is triggered, at 100.0% of its principal amount, together with a redemption premium which begins at 3.0% of the principal amount and ends at zero, amortized on a straight-line basis over the term of the Zero Coupon Convertible Bonds. In addition, the Company has the option to redeem all of the Zero Coupon Convertible Bonds outstanding at 100.0% of the principal amount, if less than 10.0% of the original issuance is outstanding.
 
 
- 14 -

 
            
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 
(8) Income Taxes
As of September 30, 2013 and 2014, the estimated annual effective tax rate for FY2013 and FY2014 differ from the 37.7 and 35.4 percent statutory income tax rate primarily due to related impacts of valuation allowance on deferred tax assets, effects of foreign income tax rates, and effects of separate company income tax reporting positions.






 
 
 

 

 
- 15 -

 
                 
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 
(9) Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) for the six months ended September 30, 2013 and 2014 were as follows:

   
Yen (Millions)
 
   
Six months ended September 30, 2013
 
   
Foreign currency translation adjustment
   
Net unrealized gains (losses) on investment securities
   
Pension related adjustment
   
Accumulated other comprehensive income (loss)
 
                         
Balance at March 31, 2013
  ¥ 3,934       1,549       (12,412 )     (6,929 )
Other comprehensive income
(loss) before reclassifications
    5,719       76       (98 )     5,697  
Amounts reclassified from
                               
Accumulated other comprehensive
                               
Income (loss)
    -       (372 )     469       97  
Net change during the period
    5,719    
 (296
)     371    
  5,794
 
Balance at September 30, 2013
  ¥ 9,653       1,253       (12,041 )     (1,135 )


   
Yen (Millions)
 
   
Six months ended September 30, 2014
 
   
Foreign currency translation adjustment
   
Net unrealized gains (losses) on investment securities
   
Pension related adjustment
   
Accumulated other comprehensive income (loss)
 
                         
Balance at March 31, 2014
  ¥ 16,489       907       (12,070 )     5,326  
Other comprehensive income
(loss) before reclassifications
    6,661       (10 )     41       6,692  
Amounts reclassified from
                               
Accumulated other comprehensive
                               
Income (loss)
    -       (361 )     491       130  
Net change during the period
    6,661       (371 )     532    
  6,822
 
Balance at September 30, 2014
  ¥ 23,150       536       (11,538 )     12,148  

 
 
- 16 -

 
                
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 
 
Reclassifications out of accumulated other comprehensive income (loss) for the six months and three months ended September 30, 2013 and 2014 were as follow:
             
   
Yen (Millions)
 
   
Amount reclassified from accumulated other comprehensive income (loss) (1)
 
   
Six months ended
September 30, 2013
   
Six months ended
September 30, 2014
   
Affected line items in
consolidated statements of
operations
 
                   
Unrealized gains and
losses on investment securities
  ¥ (576 )     (559 )  
Other income (expense): Other, net
 
      204    
 198
   
Income taxes
 
      (372 )     (361 )  
Net income (loss)
 
                       
                       
Pension liability adjustments
                     
Amortization of actuarial loss
    607       641     (2)  
Amortization of prior service cost
    (84 )     (84 )   (2)  
      (54 )     (66 )  
Income taxes
 
      469       491    
Net income (loss)
 
                         
Total amount reclassified, net of tax
  ¥ 97       130          










 
- 17 -

 
                 
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 
   
Yen (Millions)
 
   
Amount reclassified from accumulated other comprehensive income (loss) (1)
 
   
Three months ended
September 30, 2013
   
Three months ended
September 30, 2014
   
Affected line items in
consolidated statements of
operations
 
                   
Unrealized gains and
losses on investment securities
  ¥ (84 )     0    
Other income (expense): Other, net
 
      30       0    
Income taxes
 
      (54 )     0    
Net income (loss)
 
                       
                       
Pension liability adjustments
                     
Amortization of actuarial loss
    304       319     (2)  
Amortization of prior service cost
    (42 )     (42 )   (2)  
      (28 )     (32 )  
Income taxes
 
      234       245    
Net income (loss)
 
                         
Total amount reclassified, net of tax
  ¥ 180       245          
              
(1)
Amounts in parentheses indicate gain in consolidated statements of operations.
(2)
The accumulated other comprehensive income components are included in the computation of net periodic pension cost (see note 11 for additional details).

 
(10) Stock-Based Compensation
Stock based compensation expense recognized was ¥438 million for both the six and three months ended September 30, 2013, which were included in selling, general and administrative expenses. The tax related benefit was ¥113 million for both the six and three months ended September 30, 2013.




 
- 18 -

 
                    
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(11) Accrued Pension and Severance Costs
The components of net periodic benefit cost recognized were as follows:
 
   
Yen (Millions)
 
   
Six months ended
 
   
September 30, 2013
   
September 30, 2014
 
   
Japanese
Plans
   
Non-Japanese
 Plans
   
Japanese
Plans
   
Non-Japanese
 Plans
 
                         
Service cost
  ¥ 867       236       888       287  
Interest cost
    282       216       302       262  
Expected return on plan assets
    (232 )     (160 )     (335 )     (199 )
Amortization of unrecognized:
                               
Net actuarial (gain) or loss
    460       147       449       192  
Prior service (benefit) cost
    (84 )  
      (84 )  
 
                                 
Net periodic benefit cost
  ¥ 1,293       439       1,220       542  


   
Yen (Millions)
 
   
Three months ended
 
   
September 30, 2013
   
September 30, 2014
 
   
Japanese
Plans
   
Non-Japanese
 Plans
   
Japanese
Plans
   
Non-Japanese
 Plans
 
                         
Service cost
  ¥ 433       118       444       153  
Interest cost
    141       108       151       129  
Expected return on plan assets
    (116 )     (80 )     (168 )     (98 )
Amortization of unrecognized:
                               
Net actuarial (gain) or loss
    230       74       225       94  
Prior service (benefit) cost
    (42 )  
      (42 )  
 
                                 
Net periodic benefit cost
  ¥ 646       220       610       278  

(12) Dividends
Based on the resolution for the payment of year-end dividends at the Board of Directors meeting held on May 30, 2013, Advantest declared cash dividends totaling ¥1,738 million, or ¥10 per share of common stock on June 4, 2013 to stockholders of record on March 31, 2013.
Based on the resolution for the payment of interim dividends at the Board of Directors meeting held on October 29, 2013, Advantest declared cash dividends totaling ¥1,742 million, or ¥10 per share of common stock on December 2, 2013 to stockholders of record on September 30, 2013.
Based on the resolution for the payment of year-end dividends at the Board of Directors meeting held on May 28, 2014, Advantest declared cash dividends totaling ¥871 million, or ¥5 per share of common stock on June 3, 2014 to stockholders of record on March 31, 2014.
Based on the resolution for the payment of interim dividends at the Board of Directors meeting held on October 28, 2014, Advantest will pay cash dividends totaling ¥871 million, or ¥5 per share of common stock on December 1, 2014 to stockholders of record on September 30, 2014.
 
 
- 19 -

 
              
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 
(13) Accrued Warranty Expenses
Advantest’s products are generally subject to warranty, and Advantest provides an allowance for such estimated costs when product revenue is recognized. To provide for future repairs during warranty periods, estimated repair expenses over the warranty period are accrued based on the historical ratio of actual repair expenses to corresponding sales, and any facts and circumstances that occurred.

Changes in accrued warranty expenses for the six months ended September 30, 2013 and 2014 were summarized as follows:
 
    Yen (Millions)  
   
Six months ended
 
   
September 30, 2013
   
September 30, 2014
 
             
Balance at beginning of period
  ¥ 1,889       1,589  
Addition
    1,429       952  
Reduction
    (1,447 )     (1,079 )
                 
Translation adjustments
    21       30  
                 
Balance at end of period
  ¥ 1,892       1,492  

(14) Other income (expense)
Other income (expense) includes foreign exchange gains of ¥85 million and ¥129 million for the six months and the three months ended September 30, 2013, respectively.
Other income (expense) includes foreign exchange gains of ¥936 million and ¥729 million for the six months and the three months ended September 30, 2014, respectively.



 
- 20 -

 
              
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(15) Operating Segment Information
Advantest manufactures and sells semiconductor and component test system products and mechatronics-related products such as test handlers and device interfaces.  Advantest also engages in research and development activities and provides maintenance and support services associated with these products. Advantest’s organizational structure consists of three reportable operating segments, which are the design, manufacturing, and sale of semiconductor and component test systems, mechatronics systems and services, support and others.  These reportable operating segments are determined based on the nature of the products and the markets. Segment information is prepared on the same basis that Advantest’s management reviews financial information for operational decision making purposes.

Reportable operating segment information for the six months and three months ended September 30, 2013 and 2014 was as follows:


   
Yen (Millions)
 
   
Six months ended September 30, 2013
 
   
Semiconductor
and Component
Test System Business
   
Mechatronics
System Business
   
Services,
Support and Others
   
Elimination
and Corporate
   
Total
 
 Net sales to unaffiliated customers
  ¥ 41,213       6,787       11,638    
      59,638  
 Inter-segment sales
    91    
   
      (91 )  
 
Net sales
    41,304       6,787       11,638       (91 )     59,638  
Operating income (loss) before stock option compensation expense
    (3,785 )     (2,488 )     1,172       (2,455 )     (7,556 )
Adjustment:
                                       
Stock option compensation expense
                                    438  
Operating income (loss)
                                  ¥ (7,994 )

   
Yen (Millions)
 
   
Six months ended September 30, 2014
 
   
Semiconductor
and Component
Test System Business
   
Mechatronics
System Business
   
Services,
Support and Others
   
Elimination
and Corporate
   
Total
 
 Net sales to unaffiliated customers
  ¥ 54,925       11,100       12,918    
      78,943  
 Inter-segment sales
    66    
   
      (66 )  
 
Net sales
    54,991       11,100       12,918       (66 )     78,943  
Operating income (loss) before stock option compensation expense
    7,904       714       1,568       (3,794 )     6,392  
Adjustment:
                                       
Stock option compensation expense
                                 
 
Operating income (loss)
                                  ¥ 6,392  
            
 
- 21 -

 
               
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

  
   
Yen (Millions)
 
   
Three months ended September 30, 2013
 
   
Semiconductor
and Component
Test System Business
   
Mechatronics
System Business
   
Services,
Support and Others
   
Elimination
and Corporate
   
Total
 
 Net sales to unaffiliated customers
  ¥ 20,274       3,265       6,009    
      29,548  
 Inter-segment sales
    16    
   
      (16 )  
 
Net sales
    20,290       3,265       6,009       (16 )     29,548  
Operating income (loss) before stock option compensation expense
    (2,525 )     (1,123 )     791       (1,383 )     (4,240 )
Adjustment:
                                       
Stock option compensation expense
                                    438  
Operating income (loss)
                                  ¥ (4,678 )

   
Yen (Millions)
 
   
Three months ended September 30, 2014
 
   
Semiconductor
and Component
Test System Business
   
Mechatronics
System Business
   
Services,
Support and Others
   
Elimination
and Corporate
   
Total
 
 Net sales to unaffiliated customers
  ¥ 28,881       6,307       6,926    
      42,114  
 Inter-segment sales
    66    
   
      (66 )  
 
Net sales
    28,947       6,307       6,926       (66 )     42,114  
Operating income (loss) before stock option compensation expense
    4,786       559       940       (2,295 )     3,990  
Adjustment:
                                       
Stock option compensation expense
                                 
 
Operating income (loss)
                                  ¥ 3,990  

Adjustments to operating income (loss) in Corporate principally represent corporate general and administrative expenses and research and development expenses related to fundamental research activities that are not allocated to operating segments.

Advantest uses the operating income (loss) before stock option compensation expense for management’s analysis of business segment results.



 
- 22 -

 
                
ADVANTEST CORPORATION
AND SUBSIDIARIES

 Notes to Consolidated Financial Statements (Unaudited)

(16) Per Share Data
The following table sets forth the computation of basic and diluted net income (loss) per share for the six months and the three months ended September 30, 2013 and 2014:
             
   
Yen (Millions)
except share and per share data
 
   
Six months ended
   
Six months ended
 
   
September 30, 2013
   
September 30, 2014
 
Numerator:
           
Net income (loss)
  ¥ (9,339 )     4,585  
Dilutive effect of exercise of convertible bonds
 
      (8 )
Diluted net income (loss)
    (9,339 )     4,577  
                 
Denominator:
               
Basic weighted average shares of common stock outstanding
    174,072,271       174,189,320  
Dilutive effect of exercise of stock options
 
      35,545  
Dilutive effect of exercise of convertible bonds
 
      18,126,888  
Diluted weighted average shares of common stock outstanding
    174,072,271       192,351,753  
                 
Basic net income (loss) per share
  ¥ (53.65 )     26.32  
Diluted net income (loss) per share
  ¥ (53.65 )     23.79  
 
 
 
 
 
 
 
- 23 -

 
             
ADVANTEST CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 
   
Yen (Millions)
except share and per share data
 
   
Three months ended
   
Three months ended
 
   
September 30, 2013
   
September 30, 2014
 
Numerator:
           
Net income (loss)
  ¥ (5,698 )     3,246  
Dilutive effect of exercise of convertible bonds
 
      (4 )
Diluted net income (loss)
    (5,698 )     3,242  
                 
Denominator:
               
Basic weighted average shares of common stock outstanding
    174,194,872       174,188,351  
Dilutive effect of exercise of stock options
 
      65,455  
Dilutive effect of exercise of convertible bonds
 
      18,126,888  
Diluted weighted average shares of common stock outstanding
    174,194,872       192,380,694  
                 
Basic net income (loss) per share
  ¥ (32.71 )     18.64  
Diluted net income (loss) per share
  ¥ (32.71 )     16.85  

At September 30, 2013 and 2014, Advantest had outstanding stock options of 8,107,455 and 4,485,058 shares of common stock, respectively, which were anti-dilutive and excluded from the calculation of diluted net income per share but could potentially dilute net income per share in future periods.
 
 
 
 
 
 
- 24 -

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