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CHROMA — Interim / Quarterly Report 2016
Nov 25, 2016
52029_rns_2016-11-25_3bc65a98-4002-4b2b-9ca7-c814690c6acf.pdf
Interim / Quarterly Report
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Chroma Ate Inc. and Subsidiaries
Consolidated Financial Statements for the Six Months Ended June 30, 2016 and 2015 and Independent Auditors' Review Report

CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| June 30, 2016 (Reviewed) |
December 31, 2015 (Audited) |
June 30, 2015 (Reviewed) |
||||
|---|---|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % | Amount | % |
| CURRENT ASSETS | ||||||
| Cash and cash equivalents (Note 6) | \$ 2,691,970 | 16 | \$ 2,489,289 | 16 | \$ 2,573,727 | 16 |
| Financial assets at fair value through profit or loss - current (Note 7) | 11,391 | - | 8,872 | - | 10,151 | - |
| Available-for-sale financial assets - current (Note 8) | 2,561,513 | 15 | 2,057,476 | 13 | 2,172,260 | 14 |
| Investments in bonds with no active market - current (Notes 10 and 32) | 394,938 | 2 | 559,958 | 3 | 400,739 | 3 |
| Notes receivable | 70,807 | - | 81,021 | - | 57,539 | - |
| Accounts receivable, net (Note 11) Accounts receivable - related parties (Notes 11 and 31) |
2,655,964 10,943 |
15 - |
2,422,708 11,650 |
15 - |
2,708,436 14,212 |
17 - |
| Construction contracts receivable (Note 12) | 244,648 | 1 | 175,863 | 1 | 198,723 | 1 |
| Inventories (Note 13) | 2,016,652 | 12 | 1,635,947 | 10 | 1,581,200 | 10 |
| Prepayments | 94,618 | 1 | 83,437 | 1 | 108,471 | 1 |
| Other current assets (Note 31) | 128,139 | 1 | 106,379 | 1 | 122,503 | 1 |
| Total current assets | 10,881,583 | 63 | 9,632,600 | 60 | 9,947,961 | 63 |
| NONCURRENT ASSETS | ||||||
| Available-for-sale financial assets - noncurrent (Note 8) Financial assets carried at cost - noncurrent (Note 9) |
310,280 198,656 |
2 1 |
359,543 208,400 |
2 2 |
345,317 218,124 |
2 2 |
| Investments accounted for using equity method (Note 15) | 671,611 | 4 | 553,139 | 4 | 551,199 | 4 |
| Property, plant and equipment (Notes 16 and 32) | 2,765,935 | 16 | 2,767,608 | 17 | 2,744,175 | 18 |
| Goodwill (Note 17) | 225,873 | 1 | 196,052 | 1 | 192,516 | 1 |
| Other intangible assets (Note 18) | 3,519 | - | 4,524 | - | 5,528 | - |
| Deferred tax assets Prepayments for equipment |
193,330 2,079,915 |
1 12 |
156,651 2,097,344 |
1 13 |
163,575 1,445,183 |
1 9 |
| Refundable deposits | 33,791 | - | 39,036 | - | 46,310 | - |
| Other noncurrent assets (Note 31) | 34,527 | - | 45,542 | - | 55,980 | - |
| Total noncurrent assets | 6,517,437 | 37 | 6,427,839 | 40 | 5,767,907 | 37 |
| TOTAL | \$ 17,399,020 | 100 | \$ 16,060,439 | 100 | \$ 15,715,868 | 100 |
| LIABILITIES AND EQUITY | ||||||
| CURRENT LIABILITIES Short-term borrowings (Notes 19 and 32) |
\$ 327,989 |
2 | \$ 301,303 |
2 | \$ 220,851 |
1 |
| Short-term bills payable (Note 19) | 100,000 | 1 | - | - | 16,000 | - |
| Financial liability at fair value through profit or loss - current (Note 7) | - | - | 1,483 | - | 4,079 | - |
| Notes payable | 127,045 | 1 | 19,173 | - | 234,113 | 2 |
| Notes payable - related parties (Note 31) | 9,099 | - | 3,311 | - | 19,726 | - |
| Accounts payable Accounts payable - related parties (Note 31) |
1,677,322 3,771 |
10 - |
1,348,781 5,789 |
9 - |
1,202,484 1,312 |
8 - |
| Construction contracts payable (Note 12) | 247,323 | 1 | 255,218 | 2 | 19,382 | - |
| Dividends payables | 910,200 | 5 | 2,298 | - | 987,433 | 6 |
| Other payables (Note 21) | 732,944 | 4 | 665,640 | 4 | 691,865 | 4 |
| Current tax liabilities (Note 25) | 231,978 | 1 | 208,745 | 1 | 150,844 | 1 |
| Receipts in advance (Note 12) Current portion of long-term liabilities (Notes 19 and 32) |
55,696 281,077 |
- 2 |
229,955 30,083 |
2 - |
564,525 165,408 |
4 1 |
| Other current liabilities - other | 37,474 | - | 40,875 | - | 46,076 | - |
| Total current liabilities | 4,741,918 | 27 | 3,112,654 | 20 | 4,324,098 | 27 |
| NONCURRENT LIABILITIES | ||||||
| Bonds payable (Note 20) | 1,722,169 | 10 | 1,758,093 | 11 | 1,744,243 | 11 |
| Long-term borrowings (Notes 19 and 32) | 1,143,300 | 7 | 1,384,040 | 8 | 661,146 | 4 |
| Deferred income tax liabilities | 178,720 | 1 | 123,827 | 1 | 112,382 | 1 |
| Net defined benefit liabilities - noncurrent | 146,501 | 1 | 149,691 | 1 | 124,888 | 1 |
| Guarantee deposits received | 837 | - | 838 | - | 775 | - |
| Total noncurrent liabilities | 3,191,527 | 19 | 3,416,489 | 21 | 2,643,434 | 17 |
| Total liabilities | 7,933,445 | 46 | 6,529,143 | 41 | 6,967,532 | 44 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 23 and 27) | ||||||
| Common stock Advance receipts for share capital |
3,796,935 10,506 |
22 - |
3,791,699 - |
24 - |
3,787,863 - |
24 - |
| Capital surplus | 1,397,661 | 8 | 1,302,269 | 8 | 1,273,532 | 8 |
| Retained earnings | ||||||
| Legal reserve | 1,724,576 | 10 | 1,600,920 | 10 | 1,600,920 | 10 |
| Special reserve Unappropriated earnings |
86,888 1,993,636 |
1 11 |
86,888 2,264,377 |
- 14 |
86,888 1,559,638 |
1 10 |
| Total retained earnings | 3,805,100 | 22 | 3,952,185 | 24 | 3,247,446 | 21 |
| Other equities | 306,830 | 1 | 399,665 | 2 | 332,948 | 2 |
| Treasury stock | (35,714) | - | (35,714) | - | (35,714) | - |
| Total equity attributable to owners of the Corporation | 9,281,318 | 53 | 9,410,104 | 58 | 8,606,075 | 55 |
| NON-CONTROLLING INTERESTS | 184,257 | 1 | 121,192 | 1 | 142,261 | 1 |
| Total equity | 9,465,575 | 54 | 9,531,296 | 59 | 8,748,336 | 56 |
| TOTAL | \$ 17,399,020 | 100 | \$ 16,060,439 | 100 | \$ 15,715,868 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated July 28, 2016)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
(Reviewed, Not Audited)
| For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||||
| SALES REVENUES (Notes 12 | Amount | % | Amount | % | Amount | % | Amount | % |
| and 31) Sales revenues |
\$ 2,715,759 |
101 | \$ 2,712,574 |
100 | \$ 5,351,989 |
101 | \$ 4,710,603 |
102 |
| Less: Sales returns Sales allowances |
(505) (33,029) |
- (1) |
(316) (2,772) |
- - |
(1,898) (57,747) |
- (1) |
(71,384) (5,970) |
(2) - |
| Net sales revenues | 2,682,225 | 100 | 2,709,486 | 100 | 5,292,344 | 100 | 4,633,249 | 100 |
| OPERATING COSTS (Notes 13, 24 and 31) |
1,358,740 | 51 | 1,569,361 | 58 | 2,815,485 | 53 | 2,695,881 | 58 |
| GROSS PROFIT | 1,323,485 | 49 | 1,140,125 | 42 | 2,476,859 | 47 | 1,937,368 | 42 |
| UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES |
(56) | - | (202) | - | - | - | (202) | - |
| REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES |
- | - | - | - | 312 | - | - | - |
| REALIZED OPERATING PROFIT |
1,323,429 | 49 | 1,139,923 | 42 | 2,477,171 | 47 | 1,937,166 | 42 |
| OPERATING EXPENSES (Note 24) |
||||||||
| Selling and marketing expenses General and administrative |
387,573 | 14 | 352,187 | 13 | 762,376 | 14 | 680,131 | 15 |
| expenses Research and development |
181,824 245,242 |
7 9 |
150,546 220,517 |
5 8 |
340,131 481,546 |
7 9 |
294,717 414,462 |
6 9 |
| Total operating expenses | 814,639 | 30 | 723,250 | 26 | 1,584,053 | 30 | 1,389,310 | 30 |
| OPERATING INCOME | 508,790 | 19 | 416,673 | 16 | 893,118 | 17 | 547,856 | 12 |
| NONOPERATING INCOME AND EXPENSE |
||||||||
| Rental income (Note 31) | 6,678 | - | 5,753 | - | 13,200 | - | 12,295 | - |
| Interest income Dividend income |
5,285 18,065 |
- 1 |
7,521 - |
- - |
10,322 18,246 |
- - |
12,721 - |
- - |
| Subsidy income | (9) | - | 4,269 | - | - | - | 6,519 | - |
| Other income - other Foreign currency exchange |
3,950 | - | 8,845 | - | 7,710 | - | 44,536 | 1 |
| gain, net Foreign currency exchange |
978 | - | - | - | - | - | - | - |
| loss, net Other expenses |
- (4,940) |
- - |
(16,269) (1,132) |
- - |
(21,147) (8,789) |
- - |
(52,669) (2,752) |
(1) - |
| Loss on disposal of property, plant and equipment, net Valuation gain on financial assets (liabilities) at fair |
- | - | - | - | (1,727) | - | - | - |
| value through profit, net Valuation loss on financial assets (liabilities) at fair |
1,671 | - | - | - | 3,842 | - | - | - |
| value through profit, net Gain on disposal of property, |
- | - | (1,863) | - | - | - | (1,639) | - |
| plant and equipment, net Gain on disposal of |
225 | - | 249 | - | - | - | 1,315 | - |
| investments, net (Note 7) Share of profits of associates and joint ventures, net |
114 | - | 3 | - | 114 | - | 14 | - |
| (Note 15) Finance costs (Note 24) |
14,868 (11,609) |
1 - |
31,806 (10,552) |
1 - |
21,884 (20,441) |
- - |
41,393 (20,920) |
1 - |
| Total nonoperating income and expense |
35,276 | 2 | 28,630 | 1 | 23,214 | - | 40,813 | 1 (Continued) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
(Reviewed, Not Audited)
| For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2016 Amount |
% | 2015 Amount |
% | 2016 Amount |
% | 2015 Amount |
% | |
| CONSOLIDATED INCOME BEFORE INCOME TAX |
\$ 544,066 |
21 | \$ 445,303 |
17 | \$ 916,332 |
17 | \$ 588,669 |
13 |
| INCOME TAX EXPENSE (Note 25) |
106,558 | 4 | 74,165 | 3 | 172,834 | 3 | 103,974 | 2 |
| CONSOLIDATED NET INCOME |
437,508 | 17 | 371,138 | 14 | 743,498 | 14 | 484,695 | 11 |
| OTHER COMPREHENSIVE INCOME (LOSS), NET Items that will not be reclassified subsequently to profit or loss: Share of the other comprehensive income of |
||||||||
| associates accounted for by the equity-method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign |
- | - | - | - | (736) | - | 732 | - |
| operations Unrealized loss from |
(14,633) | (1) | (25,426) | (1) | (38,945) | (1) | (58,143) | (1) |
| available-for-sale financial assets Share of other comprehensive income of subsidiaries, associates and joint ventures |
(52,105) | (2) | (91,340) | (4) | (45,226) | (1) | (117,668) | (3) |
| accounted for using the equity method |
(6,812) | - | (6,056) | - | (9,413) | - | 574 | - |
| Total other comprehensive loss, net of tax |
(73,550) | (3) | (122,822) | (5) | (94,320) | (2) | (174,505) | (4) |
| TOTAL COMPREHENSIVE INCOME |
\$ 363,958 |
14 | \$ 248,316 |
9 | \$ 649,178 |
12 | \$ 310,190 |
7 |
| NET INCOME ATTRIBUTED TO: |
||||||||
| Owners of the Corporation Noncontrolling interests |
\$ 442,835 (5,327) |
16 - |
\$ 381,251 (10,113) |
14 - |
\$ 763,851 (20,353) |
14 - |
\$ 504,589 (19,894) |
11 (1) |
| \$ 437,508 |
16 | \$ 371,138 |
14 | \$ 743,498 |
14 | \$ 484,695 |
10 | |
| COMPREHENSIVE INCOME ATTRIBUTED TO: Owners of the Corporation Noncontrolling interests |
\$ 369,117 (5,159) |
14 - |
\$ 259,032 (10,716) |
9 - |
\$ 670,280 (21,102) |
13 (1) |
\$ 331,165 (20,975) |
7 - |
| \$ 363,958 |
14 | \$ 248,316 |
9 | \$ 649,178 |
12 | \$ 310,190 |
7 | |
| EARNINGS PER SHARE (Note 26) Basic Diluted |
\$ 1.17 \$ 1.09 |
\$ 1.01 \$ 0.96 |
\$ 2.02 \$ 1.89 |
\$ 1.34 \$ 1.28 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated July 28, 2016) (Concluded)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars, Except Dividends Per Share) (Reviewed, Not Audited)
| Equity Attributable to Owners of the Corporation | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other Equity | ||||||||||||||
| Advance | Retained Earnings | Exchange Differences on |
Unrealized Gain (Loss) from |
|||||||||||
| Share Capital | Receipts for Share Capital |
Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings |
Total | Translating Foreign Operations |
Available-for-sale Financial Assets |
Total | Treasury Stock | Total Equity | Non-controlling Interests |
Total Equity | |
| BALANCE, JANUARY 1, 2015 | \$ 3,787,821 | \$ - |
\$ 1,256,654 | \$ 1,469,276 | \$ 86,888 |
\$ 2,180,919 | \$ 3,737,083 | \$ 136,756 | \$ 370,348 | \$ 507,104 | \$ (35,714) | \$ 9,252,948 | \$ 120,140 | \$ 9,373,088 |
| Appropriation of the 2014 earnings Legal reserve Cash dividends - NT\$2.6 per share |
- - |
- - |
- - |
131,644 - |
- - |
(131,644) (987,433) |
- (987,433) |
- - |
- - |
- - |
- - |
- (987,433) |
- - |
- (987,433) |
| Other changes in capital surplus Change in capital surplus from investments in associates and joint ventures accounted for by using equity method |
- | - | - | - | - | (7,525) | (7,525) | - | - | - | - | (7,525) | 7,525 | - |
| Consolidated net income (loss) for the six months ended June 30, 2015 |
- | - | - | - | - | 504,589 | 504,589 | - | - | - | - | 504,589 | (19,894) | 484,695 |
| Other comprehensive income (loss) for the six months ended June 30, 2015 |
- | - | - | - | - | 732 | 732 | (56,488) | (117,668) | (174,156) | - | (173,424) | (1,081) | (174,505) |
| Consolidated comprehensive income (loss) for the six months ended June 30, 2015 |
- | - | - | - | - | 505,321 | 505,321 | (56,488) | (117,668) | (174,156) | - | 331,165 | (20,975) | 310,190 |
| Conversion of convertible bonds | 42 | - | 239 | - | - | - | - | - | - | - | - | 281 | - | 281 |
| Compensation recognized on employee stock options |
- | - | 16,639 | - | - | - | - | - | - | - | - | 16,639 | 618 | 17,257 |
| Increase in non-controlling interests for the six months ended June 30, 2015 |
- | - | - | - | - | - | - | - | - | - | - | - | 34,953 | 34,953 |
| BALANCE, JUNE 30, 2015 | \$ 3,787,863 | \$ - |
\$ 1,273,532 | \$ 1,600,920 | \$ 86,888 |
\$ 1,559,638 | \$ 3,247,446 | \$ 80,268 |
\$ 252,680 | \$ 332,948 | \$ (35,714) | \$ 8,606,075 | \$ 142,261 | \$ 8,748,336 |
| BALANCE, JANUARY 1, 2016 | \$ 3,791,699 | \$ - |
\$ 1,302,269 | \$ 1,600,920 | \$ 86,888 |
\$ 2,264,377 | \$ 3,952,185 | \$ 127,968 | \$ 271,697 | \$ 399,665 | \$ (35,714) | \$ 9,410,104 | \$ 121,192 | \$ 9,531,296 |
| Appropriation of the 2015 earnings Legal reserve Cash dividends - NT\$2.4 per share |
- - |
- - |
- - |
123,656 - |
- - |
(123,656) (910,200) |
- (910,200) |
- - |
- - |
- - |
- - |
- (910,200) |
- - |
- (910,200) |
| Other changes in capital surplus Change in capital surplus from investments in associates and joint ventures accounted for by using equity method |
- | - | 23,604 | - | - | - | - | - | - | - | - | 23,604 | - | 23,604 |
| Consolidated net income (loss) for the six months ended June 30, 2016 |
- | - | - | - | - | 763,851 | 763,851 | - | - | - | - | 763,851 | (20,353) | 743,498 |
| Other comprehensive income (loss) for the six months ended June 30, 2016 |
- | - | - | - | - | (736) | (736) | (47,609) | (45,226) | (92,835) | - | (93,571) | (749) | (94,320) |
| Consolidated comprehensive income (loss) for the six months ended June 30, 2016 |
- | - | - | - | - | 763,115 | 763,115 | (47,609) | (45,226) | (92,835) | - | 670,280 | (21,102) | 649,178 |
| Conversion of convertible bonds | 2,886 | 4,618 | 41,993 | - | - | - | - | - | - | - | - | 49,497 | - | 49,497 |
| Compensation recognized on employee stock options |
2,350 | 5,888 | 29,795 | - | - | - | - | - | - | - | - | 38,033 | 422 | 38,455 |
| Increase in non-controlling interest for the six months ended June 30, 2016 |
- | - | - | - | - | - | - | - | - | - | - | - | 83,745 | 83,745 |
| BALANCE, JUNE 30, 2016 | \$ 3,796,935 | \$ 10,506 |
\$ 1,397,661 | \$ 1,724,576 | \$ 86,888 |
\$ 1,993,636 | \$ 3,805,100 | \$ 80,359 |
\$ 226,471 | \$ 306,830 | \$ (35,714) | \$ 9,281,318 | \$ 184,257 | \$ 9,465,575 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated July 28, 2016)
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| For the Six Months Ended June 30 |
||||
|---|---|---|---|---|
| 2016 | 2015 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Consolidated net income before income tax | \$ | 916,332 | \$ | 588,669 |
| Adjustments for: | ||||
| Depreciation | 169,572 | 159,792 | ||
| Foreign exchange loss, net | 28,856 | 24,944 | ||
| Share of profit of associates and joint ventures accounted for by the | ||||
| equity method, net | (21,884) | (41,393) | ||
| Impairment loss on nonfinancial assets | 21,453 | 17,034 | ||
| Compensation cost of share-based payments | 20,841 | 17,257 | ||
| Interest expense | 20,441 | 20,920 | ||
| Dividend income | (18,246) | - | ||
| Interest income | (10,322) | (12,721) | ||
| Provision (reversal of provision) for bad debts expense | 3,373 | (9,310) | ||
| Loss (gain) on disposal and retirement of property, plant and | ||||
| equipment, net | 1,727 | (1,315) | ||
| Amortization | 1,005 | 1,005 | ||
| Realized gain on transactions with associates and joint ventures | (312) | - | ||
| Gain on disposal of investments, net | (114) | (14) | ||
| Unrealized gain on transactions with associates | - | 202 | ||
| Net changes in assets and liabilities | ||||
| Financial assets held for trading | (2,519) | (1,513) | ||
| Notes receivable | 10,214 | (24,223) | ||
| Accounts receivable Construction contracts receivable |
(202,934) (68,785) |
410,748 (102,778) |
||
| Inventories | (428,027) | (32,705) | ||
| Prepayments | (11,181) | (52,153) | ||
| Other current assets | (18,902) | (7,495) | ||
| Financial liabilities held for trading | (1,551) | 3,152 | ||
| Notes payable | 113,660 | 194,514 | ||
| Accounts payable | 320,877 | (84,048) | ||
| Construction contracts payable | (7,895) | 15,586 | ||
| Other payables | 81,433 | (30,005) | ||
| Receipts in advance | (174,259) | 480,204 | ||
| Other current liabilities | (3,421) | 1,632 | ||
| Net defined benefit liabilities | (3,190) | (2,848) | ||
| Cash generated from operations | 736,242 | 1,533,138 | ||
| Income tax paid | (142,724) | (167,185) | ||
| Net cash generated from operating activities | 593,518 | 1,365,953 | ||
| (Continued) |
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| For the Six Months Ended June 30 |
||||
|---|---|---|---|---|
| 2016 | 2015 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Payments to acquire available-for-sale financial assets | \$ (600,000) |
\$ (300,000) |
||
| Proceeds from disposal of investment in bonds with no active market | 163,628 | - | ||
| Proceeds from disposal of available-for-sale financial assets | 100,114 | 7,078 | ||
| Payments to acquire property, plant and equipment | (95,333) | (163,419) | ||
| Payment to acquire investment accounted for using equity method | (82,821) | - | ||
| Net cash (outflows) inflows from business combination | (56,249) | 10,897 | ||
| Dividend received | 18,246 | - | ||
| Interest received | 11,587 | 11,285 | ||
| Decrease in other noncurrent assets | 11,015 | - | ||
| Proceeds from disposal of property, plant and equipment | 10,370 | 4,177 | ||
| Cash returned of capital reduction of financial assets carried at cost | 9,587 | - | ||
| Decrease in refundable deposits | 6,045 | - | ||
| Increase in other noncurrent assets | - | (9,497) | ||
| Increase in refundable deposits | - | (2,627) | ||
| Payments to acquire investment in bonds with no active market | - | (1,746) | ||
| Net cash used in investing activities | (503,811) | (443,852) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from short-term bills payable | 100,000 | - | ||
| Increase in noncontrolling interests | 53,225 | 29,400 | ||
| Decrease in short-term borrowings | (18,715) | (157,859) | ||
| Exercise of employee stock options | 17,614 | - | ||
| Interest paid | (16,906) | (21,353) | ||
| Repayment of long-term debts | (6,758) | (2,451) | ||
| Cash dividend paid | (2,298) | - | ||
| Increase in guarantee deposits | 3 | - | ||
| Net cash generated from (used in) financing activities | 126,165 | (152,263) | ||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH | ||||
| EQUIVALENTS | (37,304) | (43,759) | ||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 178,568 | 726,079 | ||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2,489,289 | 1,847,648 | ||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | \$ 2,667,857 |
\$ 2,573,727 |
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
Reconciliation of the amounts in the consolidated statements of cash flows with the equivalent items reported in the consolidated balance sheets at June 30, 2016 and 2015:
| June 30 |
||||
|---|---|---|---|---|
| 2016 | 2015 | |||
| Cash and cash equivalents in consolidated balance sheets | \$ 2,691,970 |
\$ 2,573,727 |
||
| Bank overdraft | (24,113) | - | ||
| Cash and cash equivalents in consolidated statements of cash flow | \$ 2,667,857 |
\$ 2,573,727 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated July 28, 2016) (Concluded)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)
1. GENERAL INFORMATION
Chroma Ate Inc. (the "Corporation") was incorporated in the Republic of China (ROC) in November 1984. The Corporation mainly designs, assembles, calibrates, manufactures, sells, repairs and maintains software/hardware for computers and peripherals, computerized automatic test systems, electronic test instruments, signal generators, power supplies, telecom power supplies, etc. as well as serves as an agent to sell these products. The Corporation's shares have been listed on the Taiwan Stock Exchange since December 21, 1996.
The Corporation's functional currency is the New Taiwan dollar (NTD).
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the board of directors on July 28, 2016.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
a. International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed by the FSC for application starting from 2017.
Rule of No. 1050026834 issued by the FSC endorsed the following IFRS, IAS, IFRIC and SIC (collectively, the "IFRSs") for application starting January 1, 2017.
| New, Amended or Revised Standards and Interpretations (the "New IFRSs") |
Effective Date Announced by IASB (Note 1) |
||
|---|---|---|---|
| Annual Improvements to IFRSs 2010-2012 Cycle | July 1, 2014 (Note 2) | ||
| Annual Improvements to IFRSs 2011-2013 Cycle | July 1, 2014 | ||
| Annual Improvements to IFRSs 2012-2014 Cycle | January 1, 2016 (Note 3) | ||
| Amendments to IFRS 10, IFRS 12 and IAS 28 "Investment Entities: Applying the Consolidation Exception" |
January 1, 2016 | ||
| Amendment to IFRS 11 "Accounting for Acquisitions of Interests in Joint Operations" |
January 1, 2016 | ||
| Amendment to IAS 1 "Disclosure Initiative" | January 1, 2016 | ||
| Amendments to IAS 16 and IAS 38 "Clarification of Acceptable Methods of Depreciation and Amortization" |
January 1, 2016 | ||
| Amendments to IAS 16 and IAS 41 "Agriculture: Bearer Plants" |
January 1, 2016 | ||
| Amendment to IAS 19 "Defined Benefit Plans: Employee Contributions" |
July 1, 2014 | ||
| Amendment to IAS 36 "Impairment of Assets: Recoverable Amount Disclosures for Non-financial Assets" |
January 1, 2014 | ||
| Amendment to IAS 39 "Novation of Derivatives and Continuation of Hedge Accounting" |
January 1, 2014 | ||
| IFRIC 21 "Levies" | January 1, 2014 |
- Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
- Note 2: The amendment to IFRS 2 applies to share-based payment transactions with grant date on or after July 1, 2014; the amendment to IFRS 3 applies to business combinations with acquisition date on or after July 1, 2014; the amendment to IFRS 13 is effective immediately; the remaining amendments are effective for annual periods beginning on or after July 1, 2014.
- Note 3: The amendment to IFRS 5 is applied prospectively to changes in a method of disposal that occur in annual periods beginning on or after January 1, 2016; the remaining amendments are effective for annual periods beginning on or after January 1, 2016.
Except for the following, the initial application of the above New or amended IFRSs in 2017 would not have any material impact on the Group's accounting policies:
1) Amendment to IFRS 2 "Share-based Payment"
IFRS 2 was amended by the Annual Improvements to IFRSs: 2010-2012 Cycle to change the definitions of "vesting condition" and "market condition" and add definitions of "performance condition" and "service condition". The amendment clarifies that a performance target can be based on the operations (i.e. a non-market condition) of the Group or another entity in the same group or the market price of the equity instruments of the Group or another entity in the same group (i.e. a market condition); that a performance target can relate either to the performance of the Group as a whole or to some part of it (e.g. a division); and that the period for achieving a performance condition must not extend beyond the end of the related service period. In addition, a share market index target is not a performance condition because it not only reflects the performance of the Group, but also of other entities outside the Group. The share-based payment arrangements with market conditions, non-market conditions or non-vesting conditions will be accounted for differently, and the aforementioned amendment will be applied prospectively to those share-based payments granted on or after January 1, 2017.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group's financial position and financial performance, and will disclose the relevant impact when the assessment is completed.
b. New IFRSs in issue but not yet endorsed by the FSC
The Group has not applied the following IFRSs issued by the IASB but not yet endorsed by the FSC.
The FSC announced that the Group should apply IFRS 15 starting January 1, 2018. As of the date the consolidated financial statements were authorized for issue, the FSC has not announced the effective dates of other new IFRSs.
| New, Amended or Revised Standards and Interpretations | Effective Date Announced by IASB (Note) |
|---|---|
| Amendment to IFRS 2 "Classification and Measurement of Share-based Payment Transactions" |
January 1, 2018 |
| IFRS 9 "Financial Instruments" | January 1, 2018 |
| Amendments to IFRS 9 and IFRS 7 "Mandatory Effective Date of IFRS 9 and Transition Disclosures" |
January 1, 2018 |
| New, Amended or Revised Standards and Interpretations | Effective Date Announced by IASB (Note) |
|---|---|
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture" |
To be determined by IASB |
| IFRS 15 "Revenue from Contracts with Customers" | January 1, 2018 |
| Amendment to IFRS 15 "Clarifications to IFRS 15" IFRS 16 "Leases" |
January 1, 2018 January 1, 2019 |
| Amendment to IAS 7 "Disclosure Initiative" | January 1, 2017 |
| Amendments to IAS 12 "Recognition of Deferred Tax Assets for Unrealized Losses" |
January 1, 2017 |
| (Concluded) |
Note: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Group's accounting policies, except for the following:
1) IFRS 9 "Financial Instruments"
Recognition and measurement of financial assets
With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 "Financial Instruments: Recognition and Measurement" are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.
All financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.
The impairment of financial assets
IFRS 9 requires that impairment loss on financial assets is recognized by using the "Expected Credit Losses Model". The credit loss allowance is required for financial assets measured at amortized cost, financial assets mandatorily measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 "Revenue from Contracts with Customers", certain written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.
For purchased or originated credit-impaired financial assets, the Group takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.
2) IFRS 15 "Revenue from Contracts with Customers" and related amendment
IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersede IAS 18 "Revenue", IAS 11 "Construction Contracts" and a number of revenue-related interpretations from January 1, 2017.
When applying IFRS 15, an entity shall recognize revenue by applying the following steps:
- Identify the contract with the customer;
- Identify the performance obligations in the contract;
- Determine the transaction price;
- Allocate the transaction price to the performance obligations in the contracts; and
- Recognize revenue when the entity satisfies a performance obligation.
When IFRS 15 and related amendment are effective, an entity may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this Standard recognized at the date of initial application.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group's financial position and financial performance, and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 "Interim Financial Reporting" endorsed by the FSC. Disclosure information included in the consolidated financial statements is less than those required in a complete set of annual financial statements.
Basis of Consolidation
Refer to Note 14 and Table 6 for the detail information of subsidiaries, including the equity interest and main business.
Other Significant Accounting Policies
Except for the following, the accounting policies applied in these consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2015. For the summary of other significant accounting policies, please refer to the Corporation financial statements for the year ended December 31, 2015.
a. Retirement benefits
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one-off events.
b. Taxation
Income tax expense represent the sum of the current tax payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period's pre-tax income the tax rate that would be applicable to expected total annual earnings.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The same critical accounting judgments and key sources of estimates and uncertainty have been followed in these consolidated financial statements as were applied in the preparation of the Corporation financial statements for the year ended December 31, 2015.
6. CASH AND CASH EQUIVALENTS
| December 31, | ||||||
|---|---|---|---|---|---|---|
| June 30, 2016 | 2015 | June 30, 2015 | ||||
| Cash on hand | \$ | 4,402 | \$ | 4,547 | \$ | 4,093 |
| Checking accounts and demand deposits | 2,347,849 | 2,206,259 | 2,066,623 | |||
| Cash equivalents | ||||||
| Time deposits with maturities less than 3 | ||||||
| months from date of investments |
339,719 | 278,483 | 503,011 | |||
| \$ | 2,691,970 | \$ | 2,489,289 | \$ | 2,573,727 |
Cash equivalents include time deposits with maturities less than three months from the date of acquisition, are readily convertible to a known amount of cash, and are subject to an insignificant risk of change in value; these were held for the purpose of meeting short-term cash commitments.
As of June 30, 2016, December 31, 2015 and June 30, 2015, time deposits with maturities more than 3 months from date of investments were \$394,938 thousand, \$559,958 thousand and \$400,739 thousand, respectively, which is classified to investment in bonds with no active market (see Notes 10 and 32).
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Financial assets at FVTPL - current |
|||
| Nonderivative financial assets Domestic listed stocks Open-end beneficial certificates Investment in debt instrument |
\$ 7,716 972 8,688 |
\$ 7,921 951 8,872 |
\$ 10,151 - 10,151 |
| Derivative instruments Call and put option of convertible bonds payable (Note 20) |
2,703 | - | - |
| Financial assets at fair value through profit or loss | \$ 11,391 |
\$ 8,872 |
\$ 10,151 (Continued) |
| December 31, | |||||
|---|---|---|---|---|---|
| June 30, 2016 | 2015 | June 30, 2015 | |||
| Financial liabilities at FVTPL - current |
|||||
| Derivative instruments Call and put option of convertible bonds |
|||||
| payable (Note 20) | \$ - |
\$ 1,483 |
\$ 4,079 (Concluded) |
8. AVAILABLE-FOR-SALE FINANCIAL ASSETS
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Domestic investments | |||
| Listed stocks Open-end beneficial certificates |
\$ 310,280 2,561,513 |
\$ 359,543 2,057,476 |
\$ 345,317 2,172,260 |
| \$ 2,871,793 |
\$ 2,417,019 |
\$ 2,517,577 |
|
| Current Noncurrent |
\$ 2,561,513 310,280 |
\$ 2,057,476 359,543 |
\$ 2,172,260 345,317 |
| \$ 2,871,793 |
\$ 2,417,019 |
\$ 2,517,577 |
9. FINANCIAL ASSETS CARRIED AT COST - NONCURRENT
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Domestic unlisted common stocks | \$ 162,131 |
\$ 171,718 |
\$ 167,328 |
| Foreign unlisted common stocks | 26,373 | 26,530 | 28,381 |
| Foreign open-end beneficial certificates | 10,152 | 10,152 | 10,152 |
| Foreign unlisted preferred stock | - | - | 12,263 |
| \$ 198,656 |
\$ 208,400 |
\$ 218,124 |
|
| Classification by measurement of financial | |||
| instruments Available-for-sale financial assets |
\$ 198,656 |
\$ 208,400 |
\$ 218,124 |
In 2015, the Corporation acquired control over EVT Technology Co., Ltd.; EVT Technology Co., Ltd. was included in the consolidate financial statement since the day the Corporation acquired control over it.
The above unlisted stock investments were measured at cost less impairment at the balance sheet date. The Group thought the fair value of these investments could not be estimated reliably because the range of reasonable fair value estimates is significant and the probabilities of various estimates cannot be reasonably assessed.
The Group did not sell financial assets carried at cost for the six months ended June 30, 2016 and 2015.
10. DEBT INVESTMENTS WITH NO ACTIVE MARKET
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Time deposits with maturities more than 3 | \$ | \$ | \$ |
| months from date of investments | 394,938 | 559,958 | 400,739 |
As of June 30, 2016, December 31, 2015 and June 30, 2015, the amounts of the Corporation's investment in bonds with no quoted price in active market which had been mortgaged or pledged as collaterals were \$10,655 thousand, \$14,985 thousand \$82,887 thousand, respectively (refer to Note 32).
11. ACCOUNTS RECEIVABLE, NET
| December 31, | ||||
|---|---|---|---|---|
| June 30, 2016 | 2015 | June 30, 2015 | ||
| Accounts receivable | \$ 2,837,341 |
\$ 2,608,385 |
\$ 2,797,318 |
|
| Less: Allowance for doubtful accounts |
(181,377) | (185,677) | (88,882) | |
| 2,655,964 | 2,422,708 | 2,708,436 | ||
| Accounts receivable - related parties |
10,943 | 11,650 | 14,212 | |
| \$ 2,666,907 |
\$ 2,434,358 |
\$ 2,722,648 |
The average credit period for sales of goods is 60 to 90 days after the goods were approved, and no interest was charged on accounts receivable. In determining the recoverability of a receivable, the Group considered any change in the credit quality of the accounts receivable since the date when credit was initially granted to the end of the reporting period. Allowances for doubtful accounts are based on estimated irrecoverable amounts determined by referring to the counterparty's past default and an analysis of the counterparty's current financial position.
The Group did not recognized an allowance accounts against accounts receivable which were past due at the end of the reporting period because there was not a significant change in credit quality and the amounts were still considered recoverable. In addition, the Group did not hold any collateral or other credit enhancements for those accounts receivable.
The aging of receivables was as follows:
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| 0-60 days | \$ 2,398,239 |
\$ 2,126,796 |
\$ 2,198,771 |
| 61-180 days | 166,319 | 125,032 | 223,039 |
| Over 180 days | 272,783 | 356,557 | 375,508 |
| \$ 2,837,341 |
\$ 2,608,385 |
\$ 2,797,318 |
The above aging analysis was based on the past due date from end of credit term.
Before accepting any new customer, the Group uses an external credit scoring system to assess the potential customer's credit quality and defines credit limits by customer. Customers' limits and scores are reviewed a periodically every year. Most of the accounts receivable that are neither past due nor impaired have the best credit score under the external credit scoring system used by the Group.
Age of receivables that were past due but not impaired was as follows:
| December 31, | |||
|---|---|---|---|
| June 30, 2016 | 2015 | June 30, 2015 | |
| 1-60 days | \$ 198,482 |
\$ 313,015 |
\$ 431,827 |
| 61-180 days | 155,349 | 114,727 | 193,064 |
| Over 180 days | 136,579 | 207,023 | 287,856 |
| \$ 490,410 |
\$ 634,765 |
\$ 912,747 |
The above aging schedule was based on the past due date.
The movements of the allowance for doubtful accounts receivable were as follow:
| Individual Assessment of Impairment Loss |
Collective Assessment of Impairment Loss |
Total | |
|---|---|---|---|
| Balance at January 1, 2015 | \$ 30,924 |
\$ 69,240 |
\$ 100,164 |
| Add: Bad debts expense recognized (reversed) on receivable |
522 | (9,832) | (9,310) |
| Deduct: Amounts written off during the period as uncollectible |
(409) | (200) | (609) |
| Reclassification of impairment loss from collective assessment to individual assessment |
3,703 | (3,703) | - |
| Foreign exchange translation losses | (854) | (509) | (1,363) |
| Balance at June 30, 2015 | \$ 33,886 |
\$ 54,996 |
\$ 88,882 |
| Balance at January 1, 2016 | \$ 152,272 |
\$ 33,405 |
\$ 185,677 |
| Add: Bad debts expense recognized on receivable |
614 | 2,759 | 3,373 |
| Add: Addition through business combinations (Note 28) |
- | 1 | 1 |
| Deduct: Amounts written off during the period as uncollectible |
(4,096) | (8) | (4,104) |
| Reclassification of impairment loss from | |||
| collective assessment to individual assessment Foreign exchange translation losses |
416 (1,982) |
(416) (1,588) |
- (3,570) |
| Balance at June 30, 2016 | \$ 147,224 |
\$ 34,153 |
\$ 181,377 |
The impairment recognized represent the difference between the carrying amount of these accounts receivables and the present value of the expected proceeds received from liquidation. Included in the allowance for impairment loss were individually impaired accounts receivable amount to \$147,224 thousand, \$152,272 thousand and \$33,886 thousand as of June 30, 2016, December 31, 2015 and June 30, 2015, respectively. The Corporation did not hold any collateral over these balances.
12. CONSTRUCTION CONTRACTS RECEIVABLE (PAYABLE)
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Construction contracts receivable | |||
| Accumulated contract costs incurred to date plus recognized profits (less recognized losses) Less: Accumulated progress billings |
\$ 261,328 (16,680) |
\$ 178,277 (2,414) |
\$ 201,126 (2,403) |
| Due from customers for contract work | \$ 244,648 |
\$ 175,863 |
\$ 198,723 |
| Construction contracts payable | |||
| Accumulated progress billings Less: Accumulated contract costs incurred to |
\$ 372,137 |
\$ 383,303 |
\$ 60,190 |
| date plus recognized profits less recognized losses |
(124,814) | (128,085) | (40,808) |
| Due to customers for contract work | \$ 247,323 |
\$ 255,218 |
\$ 19,382 |
| Receipts in advance | \$ - |
\$ - |
\$ 375,671 |
The Group recognized contract revenues of \$96,616 thousand and \$137,769 thousand for the three months and six months ended June 30, 2016, respectively. The Group recognized contract revenue of \$664,502 thousand and \$825,068 thousand for the three months and six months ended June 30, 2015, respectively.
13. INVENTORIES
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Finished goods | \$ 596,806 |
\$ 389,914 |
\$ 392,046 |
| Semifinished products | 308,306 | 300,641 | 266,026 |
| Work in process | 506,051 | 369,696 | 383,079 |
| Raw materials | 605,489 | 575,696 | 540,049 |
| \$ 2,016,652 |
\$ 1,635,947 |
\$ 1,581,200 |
The costs of inventories recognized as cost of goods sold for the three months and six months ended June 30, 2016 were \$7,707 thousand and \$21,453 thousand due to write-downs of inventories, respectively.
The costs of inventories recognized as cost of goods sold for the three months and six months ended June 30, 2015 were \$11,785 thousand and \$17,034 thousand due to write-downs of inventories, respectively.
14. SUBSIDIARIES
The following direct and indirect subsidiaries of the Corporation were all included in the consolidated financial statement:
| Percentage of Ownership as of | ||||||
|---|---|---|---|---|---|---|
| Investor | Investee | Business | June 30, 2016 | December 31, 2015 |
June 30, 2015 | Explanation |
| The Corporation | Neworld Electronics Ltd. | Sale and maintenance of electronic test | 100.0 | 100.0 | 100.0 | |
| Chroma Investment Co., Ltd. | instruments, etc. Investment |
100.0 | 100.0 | 100.0 | Chroma Investment Co., Ltd. had 1,916 thousand shares of the Corporation's common stock as of June 30, 2016, which accounted for 0.5% of the Corporation's outstanding shares |
|
| Sensational Holding Ltd. Chroma Ate Europe B.V. |
Investment Sale and maintenance of electronic test |
100.0 100.0 |
100.0 100.0 |
100.0 100.0 |
||
| Chroma Ate Inc. | instruments, etc. Sale and maintenance of electronic test instruments, etc. |
100.0 | 100.0 | 100.0 | ||
| CHEN HWA Technology Inc. | Test of inductance, capacitance and resistance equipment and sale of parts. |
100.0 | 100.0 | 100.0 | ||
| CHI Incorporation Ltd. | Test of inductance, capacitance and resistance equipment and sale of parts. |
100.0 | 100.0 | 100.0 | ||
| Chroma New Material Corporation |
Processing and sale of gold wire | 100.0 | 100.0 | 100.0 | ||
| San Eagle Development Corp. | Investment | 100.0 | 100.0 | 100.0 | ||
| Wei Kuang Automatic Equipment Co., Ltd. |
Design, manufacturing, installment and testing of automated factory conveyor systems. |
100.0 | 100.0 | 100.0 | ||
| Testar Electronic Corporation | Testing of LED products | 67.2 | 67.2 | 67.2 | ||
| Deep Red Holding Co., Ltd. Chroma Japan Corp. |
Investment Sale and maintenance of electronic test instruments, etc. |
100.0 100.0 |
100.0 100.0 |
100.0 100.0 |
||
| Chroma Systems Solutions Inc. | Sale and maintenance of electronic test instruments, etc. |
25.0 | 25.0 | 25.0 | Note 1 | |
| Adivic Technology Co. | Sale and research of RF device | 51.0 | 51.0 | 51.0 | Note 2 | |
| EVT Technology Co., Ltd. Quantel Private Ltd. |
Manufacturing of motorcycles and its parts Sale and maintenance of test instruments, |
53.2 60.0 |
53.2 - |
53.2 - |
Note 3 Note 4 |
|
| Neworld Electronics Ltd. |
Chroma Electronics (Shenzhen) Co., Ltd. |
etc. Sale of computerized automatic test systems, peripherals and electronic test instruments. |
100.0 | 100.0 | 100.0 | |
| Chroma Electronics (Shanghai) Co., Ltd. |
Sale of computerized automatic test systems, peripherals and electronic test instruments. |
100.0 | 100.0 | 100.0 | ||
| Chroma Ate Inc. | Chroma Systems Solutions Inc. | Sale and maintenance of electronic test instruments, etc. |
50.0 | 50.0 | 50.0 | Note 1 |
| CHEN HWA Technology Inc. |
Chroma (Shanghai) Trading Co., Ltd. |
International and transit trading, simple commercial processing, commercial consulting services, etc. |
100.0 | 100.0 | 100.0 | |
| CHI Incorporation Ltd. |
Chroma Ate (Suzhou) Co., Ltd. | Sale of computerized automatic test systems, peripherals and electronic test instruments. |
100.0 | 100.0 | 100.0 | |
| San Eagle Development Corp. |
Wei Kuang Mech Eng Inc. | Investment | 100.0 | 100.0 | 100.0 | |
| Wei Kuang Mech Eng Inc. |
Mou Kuan Technologies (Nanjin) Co., Ltd. |
Assembly, sale and maintenance of factory conveyors and related systems and rendering after-sales services. |
100.0 | 100.0 | 100.0 | |
| Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. |
Sale and maintenance of electronic equipment and factory conveyor systems |
100.0 | 100.0 | 100.0 | ||
| Wei Kuang Automatic Equipment (Xiamen) Co., Ltd. |
Sale and maintenance of electronic equipment and factory conveyor systems |
100.0 | 100.0 | 100.0 | ||
| Deep Red Holding Co., Ltd. |
Saject System Technology (Suzhou) Co., Ltd. |
Research, development and design of computer network security systems and information management |
100.0 | 100.0 | 100.0 | |
| EVT Technology Co., Ltd. |
Wei Da Electric Vehicle Co., Ltd. |
Sale and lease of motorcycles | 75.0 | 75.0 | 75.0 | Note 3 |
| Adivic Technology | Advic Holding Corporation | Sale and research of RF device | 100.0 | 100.0 | 100.0 | Note 5 |
Co.
- Note 1: The Corporation and the Corporation's subsidiary, Chroma Ate Inc. (U.S.A.), held 75% equity interest in Chroma Systems Solutions Inc.
-
Note 2: In April 2015 and May 2016, Advic Technology increased its capital by \$60,000 thousand and \$60,000 thousand, respectively, to strengthen its financial structure. The Corporation's board of director resolved to participate proportionately in the capital increase. The Corporation's equity interest in Advic was still 51%.
-
Note 3: In May 2015, EVT Technology Co., Ltd. ("EVT"), the Corporation's investee (originally recognized as financial assets carried at cost), increased its capital by \$30,000 thousand to strengthen its financial structure. The Corporation's Board of Directors resolved to participate in the capital increase of EVT by buying \$23,000 but at a higher percentage than its previous equity interest; thus, the Corporation equity interest rose to 53.2% and acquired control over EVT.
- Note 4: To expand its market scale and lay out sales network in Southeast Asia, the Corporation's board of directors resolved to acquire 60% equity interest of Quantel Private Ltd. amounting to SGD3,240 thousand. Quantel Private Ltd. is mainly engaged in the sales of electronic test instruments, etc. In April 2016, Quantel Private Ltd. increased its capital by SGD2,500 thousand to strengthen its financial structure. The Corporation's board of directors resolved to participate proportionally in the capital increase. The Corporation's equity interest in Quantel Private Ltd. remained the same.
- Note 5: In June 2015, Adivic Technology Co. ("Adivic"), the Corporation's subsidiary set up Advic Holding Corporation to develop radio frequency identification (RFID) technology in USA.
15. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| December 31, | ||||
|---|---|---|---|---|
| June 30, 2016 | 2015 | June 30, 2015 | ||
| Investments in associates Investments in joint ventures |
\$ 654,040 17,571 |
\$ 535,634 17,505 |
\$ 533,726 17,473 |
|
| \$ 671,611 |
\$ 553,139 |
\$ 551,199 |
Investments in Associates
| June 30, 2016 | December 31, 2015 | June 30, 2015 | ||||
|---|---|---|---|---|---|---|
| Amount | Percentage of Equity Interest (%) |
Amount | Percentage of Equity Interest (%) |
Amount | Percentage of Equity Interest (%) |
|
| Associates that are not individually material |
||||||
| Adlink Technology Inc. | \$ 571,084 | 11.3 | \$ 457,674 | 11.6 | \$ 461,444 | 11.6 |
| Dynascan Technology Corp. | 82,956 | 27.3 | 77,690 | 27.3 | 72,282 | 27.3 |
| \$ 654,040 | \$ 535,364 | \$ 533,726 |
Refer to Table 6 "Information on Investees" for the nature of activities, principal place of business and country of incorporation of the associates.
The Group is able to exercise significant influence over Adlink Technology Inc. although the percentage of shares held is less than 20%, therefore, the Group recognizes the gain and loss under the equity method.
Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows:
| Name of Associate | June 30, 2016 | December 31, 2015 |
June 30, 2015 |
|---|---|---|---|
| Adlink Technology Inc. | \$ | \$ | \$ |
| 1,629,400 | 1,763,821 | 2,214,144 |
Except for Adlink Technology Inc., the investments in associate accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments was based on the joint ventures' financial statements that have been unreviewed, except for Adlink Technology Inc. which was based on financial statements that have been reviewed. Management believes there is no material impact on the equity method accounting or the calculation of the share of profit or loss and other comprehensive income, from the financial statements of Dynascan Technology Corp. that have not been reviewed.
Investment in Joint Venture
| June 30, 2016 December 31, 2015 |
June 30, 2015 | |||||
|---|---|---|---|---|---|---|
| Amount | Percentage of Equity Interest (%) |
Amount | Percentage of Equity Interest (%) |
Amount | Percentage of Equity Interest (%) |
|
| Joint ventures that are not individually material Chih Ho Shun Development Co., |
||||||
| Ltd. | \$ 17,571 | 35.0 | \$ 17,505 | 35.0 | \$ 17,473 | 35.0 |
Refer to Table 6 "Information on Investees" for the nature of activities, principal place of business and country of incorporation of the associates.
For the investment and development plan, "The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians' Life," the Board of Directors decided to invest jointly with Dynapack International Corporation and HERAN Co., Ltd. to set up Chih Ho Shun Development Co., Ltd. ("Chih Ho Shun"). The Corporation invested \$17,500 thousand for a 35% entity interest in Chih Ho Shun but did not have control over this investee.
The investments in joint ventures accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments was based on the joint ventures' financial statements that have been unreviewed. Management believes there is no material impact on the equity method accounting or the calculation of the share of profit or loss and other comprehensive income, from the financial statements of Chih Ho Shun Development Co., Ltd. Technology Corp. that have not been reviewed.
16. PROPERTY, PLANT AND EQUIPMENT
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Cost | |||
| Land | \$ 527,806 |
\$ 526,506 |
\$ 507,475 |
| Buildings | 2,547,655 | 2,467,073 | 2,406,756 |
| Machinery | 1,076,014 | 1,069,581 | 1,035,121 |
| Miscellaneous equipment | 1,411,144 | 1,342,772 | 1,283,171 |
| 5,562,619 | 5,405,932 | 5,232,523 | |
| Accumulated depreciation and impairment | |||
| Buildings | 940,075 | 889,882 | 839,872 |
| Machinery | 837,382 | 783,998 | 730,721 |
| Miscellaneous equipment | 1,019,227 | 964,444 | 917,755 |
| 2,796,684 | 2,638,324 | 2,488,348 | |
| Carrying value | \$ 2,765,935 |
\$ 2,767,608 |
\$ 2,744,175 |
Except for combination with Quantel Private Ltd. in April 2016, EVT Technology Co., Ltd. in May 2015 (refer to Note 28) and depreciation recognized, the Group had no significant addition, disposal, and impairment of property, plant and equipment during the three months ended June 30, 2016 and six months ended June 30, 2016 and 2015. The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:
| Building | |
|---|---|
| Primary buildings | 55 years |
| Mechanical and electrical equipment | 10 years |
| Duty-free rooms equipment | 10 years |
| Others | 6-50 years |
| Machinery | 2-12 years |
| Miscellaneous equipment | 3-15 years |
Refer to Note 32 for property, plant and equipment have been pledged to secure borrowings of the Group.
17. GOODWILL
| For the Six Months Ended June 30 |
||
|---|---|---|
| 2016 | 2015 | |
| Cost | ||
| Balance, beginning of the period Acquisition through business combination (refer to Note 28) Net effect of exchange differences |
\$ 196,052 30,811 (990) |
\$ 193,939 - (1,423) |
| Balance, end of the period | \$ 225,873 |
\$ 192,516 |
For assessing goodwill for impairment at the end of reporting period, the Group took value in use as basis for calculating the recoverable amount of goodwill. The Group used the cash flows of a five-year financial forecast as the basis for calculating value in use to reflect the specific risk of cash-generating units. After this evaluation, the Group did not recognize any impairment loss on goodwill for the three months and six months ended June 30, 2016 and 2015.
18. OTHER INTANGIBLE ASSETS
| December 31, | |||
|---|---|---|---|
| June 30, 2016 | 2015 | June 30, 2015 | |
| Core Technology | \$ 3,519 |
\$ 4,524 |
\$ 5,528 |
Except for amortization recognized, the Group had no significant addition, disposal, and impairment of other intangible assets during the three months and six months ended June 30, 2016 and 2015. Other intangible assets are amortized on a straight-line basis over 5 years estimated useful life.
19. BORROWINGS
Short-term Borrowings
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Secured borrowings | |||
| Bank loans (a) Bank overdrafts |
\$ 25,000 24,113 |
\$ 5,600 - |
\$ 9,900 - |
| Unsecured borrowings | |||
| Line of credit borrowings (b) | 278,876 | 295,703 | 210,951 |
| \$ 327,989 |
\$ 301,303 |
\$ 220,851 |
a. Secured by Testar Electronic Corporation's Machinery (refer to Note 32). As of June 30, 2016, December 31, 2015 and June 31, 2015, the interest rate on the bank loans was 1.35%, 1.32% and 1.32% per annum.
b. As of June 30, 2016, December 31, 2015 and June 30, 2015, the interest rate on the bank loans was 0.88%-3.50%, 1.01%-3.25% and 1.25%-3.25% per annum, respectively.
Short-term Bills Payable
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Commercial paper | \$ 100,000 |
\$ - |
\$ 16,000 |
| Interest rate (%) | 0.90% | - | 1.39% |
| Due date | 2016.07.27 | - | 2015.09.15 |
Long-term Borrowings
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | ||
|---|---|---|---|---|
| Secured borrowings | ||||
| Bank loans (a) | \$ 105,533 |
\$ 108,886 |
\$ 103,798 |
|
| Bank loans (b) | 50,705 | 52,964 | 22,756 | |
| Bank loans (c) | 13,584 | 12,481 | - | |
| Bank loans (d) | 15,987 | - | - | |
| Unsecured borrowings | 185,809 | 174,331 | 126,554 | |
| Syndicated bank loans (e) | 1,230,000 | 1,230,000 | 700,000 | |
| Bank loans (f) | 8,568 | 9,792 | - | |
| 1,424,377 | 1,414,123 | 826,554 | ||
| Less: Current portion |
(281,077) | (30,083) | (165,408) | |
| Long-term borrowings | \$ 1,143,300 |
\$ 1,384,040 |
\$ 661,146 |
- a. Secured by Chroma Systems Solutions Inc.'s land and buildings (refer to Note 32). The bank loan is due on November 16, 2019 and repayable from November 2012 to November 2019 in equal monthly installments with additional interest. As of June 30, 2016, December 31, 2015 and June 30, 2015, the effective interest rate on the bank loans was 4.00% per annum.
- b. Secured by Chroma U.S.A.'s buildings in California (refer to Note 32). The bank loan is due on June 8, 2023 and repayable in equal monthly installments with additional interest. As of June 30, 2016, December 31, 2015 and June 30, 2015, the effective interest rate on the bank loans was 0.9%-3.75%, 0.9%-4.25% and 0.9%-4.25%.
- c. Secured by Chroma Japan's properties (refer to Note 32). The bank loan is due on April 30, 2025 and repayable in equal monthly installments with additional interest. As of June 30, 2016, December 31, 2015, the effective interest rate on the Bank loans was 2.25% per annum.
- d. Secured by Quantel Private Ltd.'s debt investments with no active market and properties (refer to Note 32). The bank loan is due on May 1, 2021, and repayable in equal monthly installments with additional interest. As of June 30, 2016, the effective interest rate on the bank loans was 2.41%-11% per annum.
- e. On August 30, 2012, the Corporation applied to E.SUN and other banks for syndicated bank loans with \$2,000,000 thousand credit line to pay each installment of "The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians Life" (refer to Note 33). The Corporation borrowed \$700,000 thousand in September 2013 to pay the second installment and \$530,000 thousand in November 2015 to pay the first part of the third installment. The syndicated bank loan is due on September 3, 2018 and repayable from March 2017 to March 2018 in three equal semiannual installments (\$246,000 thousand per one installment), the remaining \$492,000 thousand will be paid on September 3, 2018 (which is the due date), and the interest is payable monthly. As of June 30, 2016, December 31, 2015 and June 30, 2015, the interest rate per annum was 1.58%, 1.60% and 1.67% (floating interest rate), respectively.
- f. EVT Technology Co., Ltd. applied for the bank loan due on December 16, 2019. As of June 30, 2016 and December 31, 2015, the interest rate on the bank loan was 1.79% and 1.43% per annum, respectively.
20. BONDS PAYABLE
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Unsecured domestic convertible bonds | \$ | \$ | \$ |
| Less: | 1,802,100 | 1,854,100 | 1,854,100 |
| Current portion | 79,931 | 96,007 | 109,857 |
| \$ | \$ | \$ | |
| 1,722,169 | 1,758,093 | 1,744,243 |
On May 23, 2014, the Corporation issued its second domestic unsecured 0% convertible bonds with aggregate par value of \$2,000,000 thousand and face value of \$100 thousand. These bonds were listed on the GreTai Securities Market at the same date. Except for the book closure period, bondholders are entitled to convert bonds into the Chroma Ate. Inc.'s common stock at \$74.2 (conversion price) per share since June 24, 2014 to May 13, 2019. Due to the appropriation of 2015 and 2014 earnings approved at the annual shareholders meeting for 2016 and 2015, the shareholders approved to distribute dividend of NT\$2.4 and NT\$2.6 per share, respectively; thus, the conversion price was adjusted to NT\$67.2 and NT\$69.3 per share, respectively.
If the closing price of the Corporation's common share exceeds 30% of the conversion price of the bonds payable for 30 consecutive days or the aggregate outstanding amounts of bonds payable is less than 10% of the amounts of original issuance, the Corporation has the right to redeem all of the outstanding bonds payable at face value during the period begin 1 month after the issuance date (June 24, 2014) to 40 days before the maturity date (April 13, 2019).
At end of the third year from the bond issuance date, bondholders have the right to request the Group to redeem the convertible bonds at face value.
The convertible bonds contain both liability and equity components. The equity components was presented in equity under the heading of "capital surplus - option" and recognized of \$141,487 thousand. The liability components were recognized into embedded-derivative and nonderivative liability of \$4,989 thousand and \$1,849,108 thousand, respectively. The Corporation recognized gain on the derivative instrument amounting to \$4,254 thousand based on its estimated fair value as of June 30, 2016.
| Proceeds of the issue (less transaction costs \$5,320 thousand) | \$ 1,994,680 |
|---|---|
| Equity component | (141,487) |
| Deferred tax assets | 904 |
| Derivative financial liability component | (4,989) |
| Liability component at the date of issue | 1,849,108 |
| Interest charged at an effective interest rate of 1.57% | 58,283 |
| Current portion of long-term borrowings and bonds payable | (185,222) |
| Liability component as of June 30, 2016 |
\$ 1,722,169 |
21. OTHER PAYABLES - CURRENT
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Other payables | |||
| Payable on construction and equipment Salaries payable and bonus payable (including employee compensations/bonus payable and |
\$ 2,642 |
\$ 18,771 |
\$ 34,611 |
| remuneration to directors and supervisors) | 598,218 | 532,015 | 543,682 |
| Other payables and accrued expense | 132,084 | 114,854 | 113,572 |
| \$ 732,944 |
\$ 665,640 |
\$ 691,865 |
22. RETIREMENT BENEFIT PLANS
Employee benefit expenses in respect of the Group's defined benefit retirement plans were \$1,679 thousand and \$3,355 thousand for the three months and six months ended June 30, 2016, respectively, and were calculated using the actuarially determined pension cost discount rate as of December 31, 2015.
Employee benefit expenses in respect of the Group's defined benefit retirement plans were \$1,616 thousand and \$3,225 thousand for the three months and six months ended June 30, 2015, respectively, and were calculated using the actuarially determined pension cost discount rate as of December 31, 2014.
23. EQUITIES
Capital Stock
a. Common stock
| December 31, | ||||
|---|---|---|---|---|
| June 30, 2016 | 2015 | June 30, 2015 | ||
| Authorized shares (shares in thousands) Authorized capital stock Shares issued and fully received (in |
450,000 \$ 4,500,000 |
450,000 \$ 4,500,000 |
450,000 \$ 4,500,000 |
|
| thousands) Issued capital |
379,694 \$ 3,796,935 |
379,170 \$ 3,791,699 |
378,786 \$ 3,787,863 |
A total of 30,000 thousand shares of the Corporation's shares authorized were reserved for the employee share options.
b. Capital surplus
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note) |
|||
| Additional paid-in capital Treasury stock From merger |
\$ 829,112 160,514 146,976 |
\$ 769,143 160,514 146,976 |
\$ 748,589 155,520 146,976 |
| Used to offset a deficit | |||
| Employee stock options expired | 1,640 | 1,640 | - |
| Share of changes associates or joint ventures' capital surplus |
48,329 | 24,725 | 24,725 |
| May not be used for any purpose | |||
| Convertible bonds payable options Employee stock options |
127,487 83,603 |
131,166 68,105 |
131,166 66,556 |
| \$ 1,397,661 |
\$ 1,302,269 |
\$ 1,273,532 |
Note: Such capital surplus may be used to offset a deficit; in addition, when the Group has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Group's capital surplus and once a year).
c. Appropriation of earnings and dividend policy
In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on June 7, 2016 and, in that meeting, had resolved amendments to the Corporation's Articles of Incorporation (the "Articles"), particularly the amendment to the policy on dividend distribution and the addition of the policy on distribution of employees' compensation.
Under the dividend policy as set forth in the amended Articles, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company's board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders' meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of employees' compensation and remuneration to directors and supervisors before and after amendment, please refer to Note 24 employee benefits expense.
Taking into account future capital expenditure requirements and its cash position, the total of cash dividends paid in any given year may not be less than 20% of total dividends distributed in that year. The final amount, type and percentage of the cash dividends and stock dividends are subject to actual earnings and capital requirements of the Corporation in a particular year.
Legal reserve should be appropriated until the reserve equals the Corporation's paid-in capital. The reserve may be used to offset deficit. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation's paid-in capital, the excess may be transferred to capital or distributed in cash.
Under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled "Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs", the Corporation should appropriate or reverse to a special reserve. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and thereafter distributed.
Except for non-ROC resident shareholders, all shareholders receiving the dividends are allowed a tax credit equal to their proportionate share of the income tax paid by the Corporation.
The appropriations of earnings for 2015 and 2014 have been approved in the annual shareholders' meeting on June 7, 2016 and June 10, 2015, respectively. The appropriations and dividends per share were as follows:
| Appropriation of Earnings | Per Share (NT\$) | |||
|---|---|---|---|---|
| For Fiscal Year 2015 |
For Fiscal Year 2014 |
For Fiscal Year 2015 |
For Fiscal Year 2014 |
|
| Legal reserve | \$ 123,656 |
\$ 131,644 |
||
| Cash dividends | 910,200 | 987,433 | \$2.4 | \$2.6 |
d. Other equities
Exchange differences on translating foreign operations
| For the Six Months Ended June 30 |
|||
|---|---|---|---|
| 2016 | 2015 | ||
| Balance, beginning of the period Exchange differences on translation of foreign financial |
\$ 127,968 |
\$ 136,756 |
|
| statements | (38,196) | (57,062) | |
| Share of exchange differences on translation of associates and joint ventures accounted for using the equity method |
(9,413) | 574 | |
| Balance, end of the period | \$ 80,359 |
\$ 80,268 |
e. Noncontrolling interests
| For the Six Months Ended June 30 |
|||
|---|---|---|---|
| 2016 | 2015 | ||
| Balance, beginning of the period | \$ 121,192 |
\$ 120,140 |
|
| Share of noncontrolling interests | |||
| Capital increase of subsidiaries in cash | 53,225 | 36,400 | |
| Non-controlling interest arising from acquisition of | |||
| subsidiaries | 30,520 | (1,447) | |
| Net loss | (20,353) | (19,894) | |
| Exchange differences on the translation of foreign financial | |||
| statements | (749) | (1,081) | |
| Compensation cost of employee share options - subsidiaries |
|||
| (Note 27) | 422 | 618 | |
| Share of changes of associates and joint ventures accounted | |||
| for by the equity method | - | 7,525 | |
| Balance, end of the period | \$ 184,257 |
\$ 142,261 |
f. Treasury stock
| Subsidiaries | Shares Held (In Thousand Shares) |
Carrying Value | Market Price |
|---|---|---|---|
| June 30, 2016 | |||
| Chroma Investment Co., Ltd. | 1,916 | \$ 35,714 |
\$ 147,116 |
| December 31, 2015 | |||
| Chroma Investment Co., Ltd. | 1,916 | \$ 35,714 |
\$ 122,405 |
| June 30, 2015 | |||
| Chroma Investment Co., Ltd. | 1,916 | \$ 35,714 |
\$ 130,642 |
For the three months and six months ended June 30, 2016 and 2015, there were no changes in the shares held by the subsidiary.
Under the Securities and Exchange Act, the Corporation shall neither pledge treasury shares nor exercise shareholders' rights on these shares, such as rights to dividends and to vote. The subsidiaries holding treasury shares, however, retain shareholders' rights, except the rights to participate in any share issuance for cash and to vote.
24. ADDITIONAL INFORMATION ON EXPENSES
The following items were included in net income for the six months ended June 30, 2016 and 2015:
| For the Three Months Ended June 30 |
For the Six Months Ended June 30 |
|||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||
| Finance cost | ||||||
| Interest on bank loans | \$ 9,667 |
\$ 6,666 |
\$ 16,547 |
\$ 13,267 |
||
| Interest on convertible bonds | 6,793 | 6,809 | 13,641 | 13,518 | ||
| 16,460 | 13,475 | 30,188 | 26,785 | |||
| Less: Amount included in the cost of qualifying assets |
(4,851) | (2,923) | (9,747) | (5,865) | ||
| \$ 11,609 |
\$ 10,552 |
\$ 20,441 |
\$ 20,920 |
|||
| Information about capitalized interest was as follows: |
||||||
| Capitalized interest | \$ 4,851 |
\$ 2,923 |
\$ 9,747 |
\$ 5,865 |
||
| Capitalization rate | 1.58%-1.60% | 1.67%-1.69% | 1.58%-1.60% | 1.67%-1.69% | ||
| Depreciation and amortization expense Depreciation of property, plant |
||||||
| and equipment Amortization of intangible assets |
\$ 83,389 502 |
\$ 79,842 502 |
\$ 169,572 1,005 |
\$ 159,792 1,005 |
||
| \$ 83,891 |
\$ 80,344 |
\$ 170,577 |
\$ 160,797 |
|||
| Depreciation expense by function Operating cost Operating expense |
\$ 33,354 50,035 |
\$ 32,011 47,831 |
\$ 69,384 100,188 |
\$ 65,242 94,550 |
||
| \$ 83,389 |
\$ 79,842 |
\$ 169,572 |
\$ 159,792 |
|||
| Amortization expense by function Operating expense |
\$ 502 |
\$ 502 |
\$ 1,005 |
\$ 1,005 |
||
| Employee benefits expense Short-term employee benefits Share-based payments Equity-settled share-based |
\$ 641,097 |
\$ 576,959 |
\$ 1,259,535 |
\$ 1,101,843 |
||
| payments Post-employment benefits (see Note 22) |
16,411 | 8,630 | 20,841 | 17,257 | ||
| Defined contribution plans | 17,174 | 15,784 | 33,930 | 31,555 | ||
| Defined benefit plans | 1,679 | 1,616 | 3,355 | 3,225 | ||
| Other employee benefit | 9,847 | 9,178 | 27,655 | 26,148 | ||
| Salaries and bonuses | \$ 686,208 |
\$ 612,167 |
\$ 1,345,316 |
\$ 1,180,028 |
||
| Summarized by function | ||||||
| Operating cost | \$ 127,221 |
\$ 124,934 |
\$ 253,451 |
\$ 255,651 |
||
| Operating expense | 558,987 | 487,233 | 1,091,865 | 924,377 | ||
| \$ 686,208 |
\$ 612,167 |
\$ 1,345,316 |
\$ 1,180,028 |
In compliance with the Company Act as amended in May 2015 and the amended Articles as resolved in the shareholders' meeting held on June 7, 2016, the Corporation distributed employees' compensation and remuneration to directors and supervisors at the rates of 5%-20% and no higher than 1.5%, respectively, of net profit before income tax, employees' compensation, and remuneration to directors and supervisors. The employees' compensation and the remuneration to directors and supervisors were accrued at certain percentage of net profit before income tax. The accrual rates and accrued amounts were as follows:
| For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||||
| Amount | Estimated Rate % |
Amount | Estimated Rate % |
Amount | Estimated Rate % |
Amount | Estimated Rate % |
|
| Employees' compensation Remuneration to directors |
\$ 71,000 |
11.8 | \$ 29,000 |
7.2 | \$ 137,000 | 13.1 | \$ 45,000 |
7.6 |
| and supervisors | \$ 1,950 |
0.3 | \$ 1,950 |
0.5 | \$ 3,900 |
0.4 | \$ 3,900 |
0.7 |
If there is a change in the proposed amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.
The appropriations for employee's compensation and remuneration to directors and supervisors for 2015 have been resolved by the Corporation's board of directors on February 23, 2016, and the appropriations for bonuses to employees and remuneration to directors and supervisors for 2015 and 2014 have been approved in the shareholders' meeting on June 7, 2016 and June 10, 2015. The amounts of the employee's compensation/bonus and remuneration to directors and supervisors are disclosed on the table below. After the amendments to the Articles had been resolved in the shareholders' meeting held on June 7, 2016, the appropriations of the employees' compensation and remuneration to directors and supervisors for 2015 were reported in the shareholders' meeting.
| Years Ended December 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||||
| Cash | Share | Cash | Share | |||||
| Employee's compensation/bonus to employees |
\$ 135,000 |
\$ | - | \$ | 195,000 | \$ | - | |
| Remuneration of directors and supervisors |
8,000 | - | 8,000 | - |
There was no difference between the amounts of the employee's compensation and the remuneration to directors and supervisors resolved by the board of directors on February 23, 2016 and the amounts to the bonus to employees and the remuneration to directors and supervisors approved in the shareholder's meetings on June 10, 2015, and the respective amounts recognized in the financial statements for the years ended December 31, 2015 and 2014.
Information on the employee's compensation and remuneration to directors and supervisors for 2015 resolved by the Corporation's board of directors in 2016 and bonuses to employees, directors and supervisors for 2014 resolved by the shareholders' meeting in 2015 are available on the Market Observation Post System website of the Taiwan Stock Exchange.
25. INCOME TAXES
a. Income tax recognized in profit or loss
The major components of income tax expensed were as follows:
| Three Months Ended June 30 | Six Months Ended June 30 | |||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||
| Current tax In respect of the current period |
\$ 70,287 |
\$ 73,718 |
\$ 140,117 |
\$ 106,769 |
||
| In respect of unappropriated earnings (10%) In respect of prior year's |
17,620 | 17,067 | 17,620 | 17,067 | ||
| adjustment | 199 88,106 |
(27,789) 62,996 |
(2,252) 155,485 |
(27,789) 96,047 |
||
| Deferred tax In respect of the current period |
18,452 | 11,169 | 17,349 | 7,927 | ||
| Total income tax expense recognized in profit or loss |
\$ 106,558 |
\$ 74,165 |
\$ 172,834 |
\$ 103,974 |
b. Integrated income tax information is as follows:
| June 30, 2015 |
|---|
| 319,581 |
| 14,467 |
| 9,775 |
| 57,042 |
As of 2015 and 2014, Chroma Investment Co., Ltd., Adivic Technology Co., EVT Technology Co., Ltd. and Wei Da Electric Vehicle Co., Ltd. had no retained earnings to be distributed, so the creditable ratios were not calculated.
c. Assessment of income tax returns
As of June 30, 2016, the Corporation's tax returns through 2013 had been examined and cleared by the tax authorities.
The tax returns through 2014 of the Group's subsidiaries - Chroma New Material Corp., Adivic Technology Co., Chroma Investment Co., EVT Technology Co., Ltd. and Wei Da Electric Vehicle Co., Ltd. and Wei Kuang Automatic Equipment Co. - had been examined and cleared by the tax authorities.
The tax returns through 2013 of the Group's subsidiaries - Wei Kuang Automatic Equipment Co. and Testar Electronic Corp. had been examined and cleared by the tax authorities.
d. Information about tax-exemption
As of June 30, 2016, profits attributable to the following expansion projects were exempted from income tax for a five-year period:
| Tax-exemption Period | |
|---|---|
| 2013.01.01-2017.12.31 | |
26. EARNINGS PER SHARE
Earnings and weighted average shares used to calculate earnings per share were as follows:
Net Income
| For the Three Months Ended June 30 |
For the Six Months Ended June 30 |
|||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Income attributed to the parent Dilutive effect of potential common shares: Interest on unsecured convertible |
\$ 442,835 |
\$ 381,251 |
\$ 763,851 |
\$ 504,589 |
| bonds and valuation gain on conversion option |
4,823 | 9,590 | 9,455 | 16,670 |
| Income used to calculate dilutive earnings per share |
\$ 447,658 |
\$ 390,841 |
\$ 773,306 |
\$ 521,259 |
Shares
(In Thousands of Shares)
| For the Three Months Ended June 30 |
For the Six Months Ended June 30 |
||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Weighted average shares used to calculate basic earnings per share |
377,777 | 376,870 | 377,272 | 376,869 | |
| Dilutive effect of potential common | |||||
| shares: | |||||
| Convertible bonds | 26,821 | 26,755 | 27,335 | 26,756 | |
| Compensation or bonus to |
|||||
| employees | 3,248 | 2,168 | 3,545 | 2,383 | |
| Employee share option | 1,729 | 1,421 | 1,649 | 1,660 | |
| Weighted average shares used to calculate dilutive earnings per |
|||||
| share | 409,575 | 407,214 | 409,801 | 407,668 |
Since the Corporation is able to settle compensation or bonus paid to employees by cash or shares, the Corporation presumed that the entire amount of the employee compensation or bonus would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the shareholders resolve the number of shares to be distributed to employees at their meeting in the following year.
27. SHARE-BASED PAYMENT ARRANGEMENTS
Employee share option plan of Chroma Ate Inc.
The Corporation granted employee stock options 7,900 thousand units in March 2016 and 6,000 thousand units in July 2013, respectively, with each option eligible to subscribe for one common share of the Corporation when exercised. The options are valid for six years and exercisable at certain percentages subsequent to the second year of the grant date. The related information for the units granted and exercise price were as follows:
| Grant Date | |||
|---|---|---|---|
| March 25, 2016 | July 8, 2013 | ||
| Number of options (in thousands of shares) | 7,900 | 6,000 | |
| Exercise prices per share on grant date (market value on grant date) | \$67.8 | \$53.5 | |
| Exercise prices per share (adjusted based on employee stock option plan) |
\$65.7 | \$48.4 |
a. Information on granted employee share options was as follows:
| For the Six Months Ended June 30 | ||||
|---|---|---|---|---|
| 2016 | 2015 | |||
| Number of Options (In Thousands) |
Weighted average Exercise Price (NT\$) |
Number of Options (In Thousands) |
Weighted average Exercise Price (NT\$) |
|
| Balance, January 1 | 5,292 | \$ 49.9 |
5,794 | \$ 49.9 |
| Options granted | 7,900 | 65.7 | - | - |
| Options exercised | (353) | 49.9 | - | - |
| Balance, June 30 | 12,839 | 59.0 | 5,794 | 49.9 |
| Options exercisable, end of period | 1,534 | - |
b. Information about outstanding options as of June 30, 2016 and 2015 is as follows:
| For the Six Months Ended June 30 |
||||
|---|---|---|---|---|
| 2016 | 2015 | |||
| Range of Exercise Price (NT\$) |
Weighted-average Remained Contractual Life (Years) |
Range of Exercise Price (NT\$) |
Weighted-average Remained Contractual Life (Years) |
|
| \$49.9 | 2.95 | \$49.9 | 3.95 | |
| 67.8 | 5.65 | - | - |
c. The Group used the Black-Scholes model to determine the fair value of the options. The valuation assumptions were as follows:
| Grant Date | ||||||
|---|---|---|---|---|---|---|
| March 25, 2016 | July 8, 2013 | |||||
| Vested Period | 2 Years | 3 Years | 4 Years | 2 Years | 3 Years | 4 Years |
| Expected volatility | 31.64% | 32.62% | 33.08% | 36.43% | 38.36% | 41.74% |
| Risk-free interest rate | 0.52% | 0.55% | 0.61% | 1.12% | 1.18% | 1.23% |
| Expected dividend rate | - | - | - | - | - | - |
| Expected life | 4 years |
4.5 years | 5 years | 4 years | 4.5 years | 5 years |
d. The Group used the fair value of stock option to calculate the compensation cost for employee stock options granted on March 25, 2016 and July 8, 2013, respectively.
| Grant Date | |||||||
|---|---|---|---|---|---|---|---|
| March 25, 2016 | July 8, 2013 | ||||||
| Vested Period | 2 Years | 3 Years | 4 Years | 2 Years | 3 Years | 4 Years | |
| Fair value of options (NT\$ per share) |
\$17.37 | \$18.97 | \$20.30 | \$16.08 | \$17.88 | \$20.28 |
The Group recognized compensation cost of \$16,200 thousand and \$20,419 thousand for the three months and six months ended June 30, 2016, respectively.
The Group recognized compensation cost of \$8,320 thousand and \$16,639 thousand for the three months and six months ended June 30, 2015, respectively.
Employee Share Option Plan of Adivic Technology Co.
Adivic Technology Co. granted its employees stock options 1,360 thousand units in March 2014, with each option eligible to subscribe for one common share of Adivic Technology Co. when exercised. The options are valid for eight years and exercisable at certain percentages subsequent to the second year of the grant date. The related information for the units granted and exercise price were as follows:
| Grant Date | ||
|---|---|---|
| March 12, 2014 | ||
| Number of options (in thousands of shares) | 1,360 | |
| Exercise prices per share on grant date (market value on grant date) | \$10 | |
| Exercise prices per share (adjusted based on employee stock option plan) | \$10 |
a. Information on granted employee share options was as follows:
| For the Six Months Ended June 30 |
||||
|---|---|---|---|---|
| 2016 | 2015 | |||
| Number of Options (In Thousands) |
Weighted average Exercise Price (NT\$) |
Number of Options (In Thousands) |
Weighted average Exercise Price (NT\$) |
|
| Balance at January 1 Options forfeited |
930 (145) |
\$ 10.0 10.0 |
1,360 - |
\$ 10.0 - |
| Balance at June 30 | 785 | 10.0 | 1,360 | 10.0 |
| Options exercisable, end of period | - | - |
b. Information about outstanding options as of June 30, 2016 and 2015 is as follows:
| For the Six Months Ended June 30 | ||||
|---|---|---|---|---|
| 2016 | 2015 | |||
| Range of Exercise Price (NT\$) |
Weighted-average Remained Contractual Life (Years) |
Range of Exercise Price (NT\$) |
Weighted-average Remained Contractual Life (Years) |
|
| 10.0 | 5.6 | 10.0 | 6.6 |
c. Adivic Technology Co. used the Black-Scholes model to determine the fair value of the options. The valuation assumptions were as follows:
| Grant Date | ||||
|---|---|---|---|---|
| Vested Period | March 12, 2014 | |||
| 2 Years | 3 Years | 4 Years | ||
| Expected volatility | 38.75% | 40.09% | 40.40% | |
| Risk-free interest rate | 1.18% | 1.24% | 1.30% | |
| Expected dividend rate | - | - | - | |
| Expected life | 5 years | 5.5 years | 6 years |
d. The Group used the fair value of stock option to calculate the compensation cost for employee stock options granted on March 12, 2014.
| Grant Date | |||
|---|---|---|---|
| March 12, 2014 | |||
| Vested Period | 2 Years | 3 Years | 4 Years |
| Fair value of options (NT\$ per share) |
\$2.27 | \$2.52 | \$2.69 |
The Group recognized compensation cost of \$211 thousand and \$422 thousand for the three months and six months ended June 30, 2016, respectively.
The Group recognized compensation cost of \$310 thousand and \$618 thousand for the three months and six months ended June 30, 2015, respectively.
28. BUSINESS COMBINATION
a. Subsidiary acquired
The Corporation bought 60% equity interest of Quantel Private Ltd. ("Quantel") in April 2016. The Corporation's Board of Directors resolved participate in the capital increase of EVT Technology Co., Ltd. ("EVT"), which was originally recorded as financial asset carried at cost on June 2, 2015. The Corporation's equity interest in EVT Technology Co., Ltd. rose to 53.2% and the Corporation acquired control over EVT Technology Co., Ltd.; EVT Technology Co., Ltd. was included in the consolidate financial statement since the day the Corporation acquired control over it.
b. Assets acquired and liabilities assumed at the date of acquisition
| Quantel | EVT and its Subsidiaries |
|
|---|---|---|
| Current assets | ||
| Cash (net of bank overdrafts of \$16,733 thousand and \$0 |
||
| thousand, respectively) | \$ 20,341 |
\$ 33,897 |
| Accounts receivable (net of allowance for doubtful accounts of |
||
| \$1 thousand and \$0 thousand, respectively) | 42,177 | 7,210 |
| Debt Investments with no active market | 9,567 | - |
| Inventories | 13,736 | 26,241 |
| Prepayments | - | 140 |
| Other current assets | 951 | 544 |
| Noncurrent assets | ||
| Property, plant and equipment,net | 40,129 | 8,131 |
| Refundable deposits | 800 | 335 |
| Deferred tax assets | - | 11,285 |
| Current liabilities | ||
| Short-term borrowing | (19,601) | (49,000) |
| Notes payable | - | (17) |
| Accounts payable | (10,066) | (9,330) |
| Other payables | (2,359) | (384) |
| Income tax payable | (1,380) | - |
| Receipts in advance Current portion of long-term borrowings |
- (6,259) |
(90) - |
| Other current liabilities | (20) | (409) |
| Noncurrent liabilities | ||
| Long-term borrowings | (11,494) | - |
| Deferred tax liabilities | (223) | - |
| \$ 76,299 |
\$ 28,553 |
|
| c. Intangible assets arising on acquisition |
||
| Quantel | ||
| Consideration transferred | \$ 76,590 |
|
| Plus: Non-controlling interest |
30,520 | |
| Less: Fair value of identifiable net assets acquired |
(76,299) |
\$ 30,811
Due to the fair value measurement of identifiable assets acquired and liabilities assumed was not completed, the fair value of identifiable net assets acquired were based on estimated value. The intangible assets arising from the difference between the consideration transferred and the fair value of identifiable net assets acquired was yet to be evaluated.
d. Net cash inflow (outflow) on acquisition of subsidiaries
| Quantel | EVT and its Subsidiaries |
|
|---|---|---|
| Consideration paid in cash Less: Cash and cash equivalent balances acquired |
\$ (76,590) 20,341 |
\$ (23,000) 33,897 |
| \$ (56,249) |
\$ 10,897 |
e. Impact of acquisitions on the results of the Group
The results of acquires since the acquisition date included in the consolidated statement of comprehensive income were as follows:
| For the Six Months Ended June 30 |
|||
|---|---|---|---|
| 2016 | 2015 | ||
| Revenue | \$ 39,468 |
\$ 92 |
|
| Profit | \$ 1,795 |
\$ (1,527) |
Had these business combinations been in effect at the beginning of the annual reporting period, the Group's revenue from operations would have been \$5,330,567 thousand, and the income from operations would have been \$741,137 thousand for the six months ended June 30, 2016, and the Group's revenue from operations would have been \$4,634,123 thousand, and the income from operations would have been \$476,814 thousand for the six months ended June 30, 2015. This pro-forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1 of the acquisition year, nor is it intended to be a projection of future results.
In determining the pro-forma revenue and profit of the Group had Quantel and EVT been acquired at the beginning of the current reporting period, the management:
- 1) Calculated depreciation of plant and equipment acquired on the basis of the fair values arising in the initial accounting for the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements; and
- 2) Calculated borrowing costs on the funding levels, credit ratings and debt/equity position of the Group after the business combination.
29. CAPITAL MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance. The Group's capital management is aims to maintain the sufficiency of financial resources and the soundness of operating strategies to meet the needs for operating capital, capital expenditure, R & D expenses, debt handling, dividend disbursement, etc.
30. FINANCIAL INSTRUMENTS
Information for Fair Value
a. Fair value of financial instrument that are not measured at fair value
The fair values of some financial assets and liabilities were not presented because they have no quoted prices in active market or their cost is close to fair value.
- b. Fair value of financial instruments that are measured at fair value on a recurring basis
- 1) Fair value hierarchy:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| June 30, 2016 | ||||
| Financial assets at FVTPL Securities listed in ROC Equity securities |
\$ 7,716 |
\$ - |
\$ - |
\$ 7,716 |
| Investment in debt instrument Call and put option of convertible bonds payable |
972 - |
- 2,703 |
- - |
972 2,703 |
| \$ 8,688 |
\$ 2,703 |
\$ - |
\$ 11,391 |
|
| Available-for-sale financial assets Securities listed in ROC |
||||
| Equity securities Open-end beneficial certificate |
\$ 310,280 2,561,513 |
\$ - - |
\$ - - |
\$ 310,280 2,561,513 |
| \$ 2,871,793 | \$ - |
\$ - |
\$ 2,871,793 | |
| December 31, 2015 | ||||
| Financial assets at FVTPL Securities listed in ROC |
||||
| Equity securities Investment in debt instrument |
\$ 7,921 951 |
\$ - - |
\$ - - |
\$ 7,921 951 |
| Available-for-sale financial assets | \$ 8,872 |
\$ - |
\$ - |
\$ 8,872 |
| Securities listed in ROC Equity securities Open-end beneficial certificate |
\$ 359,543 2,057,476 |
\$ - - |
\$ - - |
\$ 359,543 2,057,476 |
| \$ 2,417,019 | \$ - |
\$ - |
\$ 2,417,019 | |
| Financial liability at value through profit or loss Call and put option of convertible bonds payable |
\$ - |
\$ 1,483 |
\$ - |
\$ 1,483 |
| June 30, 2015 | ||||
| Financial assets at FVTPL Securities listed in ROC Equity securities |
\$ 10,151 |
\$ - |
\$ - |
\$ 10,151 (Continued) |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Available-for-sale financial assets Securities listed in ROC Equity securities Open-end beneficial certificate |
\$ 345,317 2,172,260 |
\$ - - |
\$ - - |
\$ 345,317 2,172,260 |
| \$ 2,517,577 | \$ - |
\$ - |
\$ 2,517,577 | |
| Financial liability at value through profit or loss |
\$ - |
\$ 4,079 |
\$ - |
\$ 4,079 (Concluded) |
There were no transfers between Levels 1 and 2 for the six months ended June 30, 2016 and 2015.
2) Valuation techniques and inputs applied for the purpose of measuring level fair value measurement:
| Financial Instruments | Valuation Techniques and Inputs | |||||
|---|---|---|---|---|---|---|
| Derivatives - convertible bonds |
Binomial tree valuation model of convertible bonds: The fair |
|||||
| value of the derivative financial assets embedded in | ||||||
| convertible bonds was determined based on the observable | ||||||
| closing price of the stocks at balance sheet date and risk-free | ||||||
| interest rate with risk premium. |
Categories of Financial Instruments
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Financial assets | |||
| Fair value through profit or loss (FVTPL) | |||
| Designated as at FVTPL | \$ 11,391 |
\$ 8,872 |
\$ 10,151 |
| Loans and receivables (a) | 5,928,230 | 5,681,793 | 5,851,409 |
| Available-for-sale financial assets (b) | 3,070,449 | 2,625,419 | 2,735,701 |
| Financial liabilities | |||
| Fair value through profit or loss (FVTPL) | |||
| Designated as at FVTPL | - | 1,483 | 4,079 |
| Amortized cost (c) | 6,125,553 | 5,517,051 | 4,957,923 |
- a. The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, and trade, other receivables (other current assets), and refundable deposits. Those reclassified to held-for-sale disposal groups are also included.
- b. The balances included the carrying amount of available-for-sale financial assets measured at cost.
- c. The balances included financial liabilities measured at amortized cost, which comprise short-term and long-term loans, short-term bills payable, trade and other payables, bonds issued and guarantee deposits received.
Financial Risk Management Objectives and Strategies
The Group's major financial instruments consist of equity and debts investment, cash and cash equivalents, accounts receivable, long-term and short-term borrowings, short-term bills payable, account payable and unsecured domestic convertible bonds. The Group's financial risk management pertains to financial risks relating to the operations of the Group, including currency risk, interest rate risk, credit risk and liquidity risk. The Group seeks to identify, evaluate and hedge against market uncertainties to lower the effect of market changes on the Group's financial performance.
The Group manages foreign exchange risk through setting up of foreign currency deposit bank accounts and through the use of foreign currency directly received from sale to pay for purchases in foreign currency to reduce the impact of foreign exchange fluctuation and to achieve a natural hedge effect. The Group actively observes the exchange rate information to fully control the foreign currency hedge.
a. Market risk
The Group's activities expose it primarily to the financial risks of changes in exchange rates (see Item (1) below), interest rates (see Item (2) below) and price (see Item (3) below).
There has been no change to the Group's exposure to market risks or the manner in which these risks are managed and measured.
The sensitivity analysis of exchange rates and interest rates is as follows:
1) Exchange rate sensitivity analysis
The Group is exposed to foreign currencies arising from engagement in foreign-currency sales and purchases. To avoid the decrease in foreign-currency assets and adverse fluctuations in future cash flow resulting from exchange rate changes, the Group used derivative financial instruments (forward exchange contracts) to hedge against adverse risks pertaining to exchange rates. The forward exchange contracts which the Group used were less than six months so they were not subject to hedge accounting.
The carrying values of the Group's monetary assets and liabilities denominated in nonfunctional currency (including the monetary items denominated in nonfunctional currency and had been excluded from consolidated financial statements) were as follows:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| June 30, 2016 | 2015 | June 30, 2015 | ||||
| Assets | ||||||
| USD | \$ 3,374,742 |
\$ 2,720,899 |
\$ 2,615,036 |
|||
| JPY | 165,263 | 111,698 | 109,120 | |||
| RMB | 1,029,839 | 889,238 | 1,098,132 | |||
| EUR | 77,430 | 53,300 | 74,406 | |||
| HKD | 962 | 18,136 | 662 | |||
| Liabilities | ||||||
| USD | 1,385,704 | 1,029,054 | 1,122,909 | |||
| RMB | 206,816 | 405,923 | 134,766 | |||
Foreign currency sensitivity analysis
The Group was mainly exposed to USD, EUR, HKD, JPY and RMB.
Had the NTD strengthened/weakened by 5% against the relevant currency, the income before tax would have decreased/increased by \$152,786 thousand and \$131,983 thousand for the six months ended June 30, 2016 and 2015, respectively. The 5% sensitivity rate is used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency-denominated monetary items and their translation at period-end is adjusted for a 5% change in foreign-currency rates.
2) Interest rate risk
The Group is exposed to interest rate risk because entities in the Group borrow funds both at fixed interest rates and floated interest rates. The Group evaluates hedging activities regularly to align with interest rate views and defined risk appetite and ensures that the most cost-effective hedging strategies are applied.
The carrying amounts of the financial assets and liabilities exposed to interest rates were as follows:
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Fair value interest rate risk | |||
| Financial assets | \$ 734,657 |
\$ 838,441 |
\$ 903,750 |
| Financial liabilities | 2,215,046 | 2,133,726 | 2,107,648 |
| Cash flow interest rate risk | |||
| Financial assets | 2,347,675 | 2,191,155 | 1,983,666 |
| Financial liabilities | 1,359,489 | 1,339,793 | 700,000 |
Interest rate sensitivity analysis
The sensitivity analyses below have been determined on the basis of the exposure to interest rates for both derivative and nonderivative instruments at balance sheet dates. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the balance sheet dates outstanding for the entire period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.
If interest rates been 50 basis points higher/lower and all other variables been held constant, the Group's pre-tax profit for the six months ended June 30, 2016 and 2015 would have decreased/increased by \$2,470 thousand and \$3,209 thousand, respectively. These pre-tax profit changes would be mainly due to the Group's exposure to interest rates on its variable rate deposits and bank loans.
3) Price risk
The Group is exposed to equity price risks arising from the following:
- a) Investment in available-for-sale financial assets (mainly investment in open-end beneficial certificates and listed stocks in Taiwan), which are held for strategic rather than trading purposes. The Group does not actively trade these investments.
- b) Financial assets at fair value through profit or loss (mainly investment in open-end beneficial certificates and listed stocks in Taiwan)
The Group manages risk through holding various portfolios of investments and having every equity investment get prior approval from the Group's management.
Price sensitivity analysis
Had equity prices been 5% higher/lower, the income before tax would have increased/decreased by \$434 thousand and \$508 thousand as a result of the changes in fair values of financial assets held by the Group for trading purposes for the six months ended June 30, 2016 and 2015, respectively; and other comprehensive income would have increased/decreased by \$143,590 thousand and \$125,879 thousand because of changes in fair values of available-for-sale financial assets held by the Group for the six months ended June 30, 2016 and 2015, respectively.
b. Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group's maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation and financial guarantees provided by the Group could arise from:
- 1) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and
- 2) The amount of contingent liabilities in relation to financial guarantee issued by the Group.
The Group adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where available and, if not available, the Group uses other publicly available financial information and its own trading records to rate its major customers. The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the risk management committee annually.
Accounts receivables involve a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable, including the evaluation of internal credits, historical transaction records, present economic circumstances, etc. which affect the customers' payment ability.
The credit risk of bank deposits, fixed-income financial instruments and other financial instruments are evaluated, managed and controlled by the Group's financial department. The Group's exposure to credit risk was limited because the Group adopted a policy of only dealing with creditworthy counterparties.
c. Liquidity risk
The Group manages liquidity risk by managing and maintaining sufficient cash and cash equivalents to supply the Group's demand and lighten the effects of cash flow fluctuations. The Group continuously monitors the use of credit lines and conformity to loan terms.
Bank loans are a significant source of the Group's liquidity risk. As of June 30, 2016, December 31, 2015 and June 30, 2015, the Group's unused bank credit lines in bank were \$4,463,532 thousand, \$3,505,123 thousand and \$4,229,360 thousand, respectively.
Liquidity and interest risk tables
The following tables detail the Group's remaining contractual maturity for its nonderivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay.
The bank loans are listed on the earliest date on which the Group may be required to pay without considering the probability of the lending bank's executing its rights; other nonderivative financial liabilities are listed at their contract repayment dates.
| June 30, 2016 | ||||
|---|---|---|---|---|
| Nonderivative financial liabilities | Within 1 Year | Over 1 Year to 5 Years |
More Than 5 Years |
|
| Short-term bills payable | \$ 100,000 |
\$ | - | \$ - |
| Notes payable (including related parties) | 136,144 | - | - | |
| Accounts payable (including related parties) | 1,681,093 | - | - | |
| Dividends payable | 910,200 | - | - | |
| Other payable | 732,944 | - | - | |
| Unsecured convertible bonds | - | 1,802,100 | - | |
| Fixed interest rate instruments | 328,492 | 54,462 | 36,945 | |
| Floating interest rate instruments | 389,745 | 1,001,210 | - | |
| \$ 4,278,618 |
\$ | 2,857,772 | \$ 36,945 |
| December 31, 2015 | |||
|---|---|---|---|
| Over 1 Year to | More Than 5 | ||
| Within 1 Year | 5 Years | Years | |
| Nonderivative financial liabilities | |||
| Notes payable (including related parties) | \$ 22,484 |
\$ - |
\$ - |
| Accounts payable (including related parties) | 1,354,570 | - | - |
| Dividend payable | 2,298 | - | - |
| Other payable | 665,640 | - | - |
| Unsecured convertible bonds | - | 1,854,100 | - |
| Fixed interest rate instruments | 233,620 | 124,095 | 33,079 |
| Floating interest rate instruments | 122,945 | 1,258,831 | - |
| \$ 2,401,557 |
\$ 3,237,026 |
\$ 33,079 |
|
| June 30, 2015 | |||
| Over 1 Year to | More Than 5 | ||
| Within 1 Year | 5 Years | Years | |
| Nonderivative financial liabilities | |||
| Short-term bills payable | \$ 16,000 |
\$ - |
\$ - |
| Notes payable (including related parties) | 253,839 | - | - |
| Accounts payable (including related parties) | 1,203,796 | - | - |
| Dividends payable | 987,433 | - | - |
| Other payable | 691,865 | - | - |
| Unsecured convertible bonds | - | 1,744,243 | - |
| Fixed interest rate instruments | 221,531 | 138,846 | 6,268 |
| Floating interest rate instruments | 150,334 | 574,462 | - |
| \$ 3,524,798 |
\$ 2,457,551 |
\$ 6,268 |
The amounts included in the column "within 1 year" in the above table for bank loans are the maximum amounts the Group could be forced repay immediately if repayment is demanded by the banks. As of June 30, 2016, December 31, 2015 and June 30, 2015, the undiscounted principal amount of the above bank loans were \$24,113 thousand, \$0 thousand and \$0 thousand, respectively. After considering the financial position of the Group, management does not think the banks will execute their rights of requiring the Group to repay the bank loans. In addition, management believes the operating funds of the Group and subsidiaries are sufficient to meet cash flow demand; thus, liquidity risk is not considered significant.
31. RELATED-PARTY TRANSACTIONS
Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and its related parties are disclosed below.
The related-party transactions were conducted under normal terms unless specified otherwise.
a. Sales
| For the Three Months Ended June 30 |
For the Six Months Ended June 30 |
||||
|---|---|---|---|---|---|
| Related Party Categories | 2016 2015 |
2016 | 2015 | ||
| Investment in associates | \$ 5,797 |
\$ 3,614 |
\$ 11,382 |
\$ 13,445 |
b. Purchase
| For the Three Months Ended June 30 |
For the Six Months Ended June 30 |
|||
|---|---|---|---|---|
| Related Party Categories | 2016 | 2015 | 2016 | 2015 |
| Investment in associates Other related parties |
\$ 4,669 1,272 |
\$ 4,356 13,450 |
\$ 7,676 5,677 |
\$ 6,586 19,923 |
| \$ 5,941 |
\$ 17,806 |
\$ 13,353 |
\$ 26,509 |
c. The balances of accounts receivable at balance sheet date were as follows:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| Related Party Categories | June 30, 2016 | 2015 | June 30, 2015 | |||
| Associates | \$ 10,943 |
\$ 11,650 |
\$ 14,212 |
Outstanding trade receivables from related parties are unsecured. In the six months ended June 30, 2016 and 2015, there was no impairment of trade receivables from related parties; thus, no impairment allowance was recognized.
d. The balances of notes payable at the balance sheet date were as follows:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| Related Party Categories | June 30, 2016 | 2015 | June 30, 2015 | |||
| Other related parties | \$ 9,099 |
\$ 3,311 |
\$ 19,726 |
e. The balances of accounts payable at balance sheet date were as follows:
| Related Party Categories | June 30, 2016 | December 31, 2015 |
June 30, 2015 |
|---|---|---|---|
| Associates Other related parties |
\$ 3,771 - |
\$ 5,789 - |
\$ 1,219 93 |
| \$ 3,771 |
\$ 5,789 |
\$ 1,312 |
The outstanding trade payables from related parties are unsecured.
f. Others
1) Rental income
| For the Three Months Ended June 30 |
For the Six Months Ended June 30 |
|||||
|---|---|---|---|---|---|---|
| Related Party Categories | 2016 | 2015 | 2016 | 2015 | ||
| Associates Other related parties |
\$ | 315 - |
\$ | 315 87 |
\$ 630 - |
\$ 630 218 |
| \$ | 315 | \$ | 402 | \$ 630 |
\$ 848 |
2) The balances of other current assets - other at balance sheet date were as follows:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| Related Party Categories | June 30, 2016 | 2015 | June 30, 2015 | |||
| Associates | \$ 408 |
\$ 136 |
\$ 1,612 |
g. Compensation of key management personnel
| For the Three Months Ended June 30 |
For the Six Months Ended June 30 |
|||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Short-term employee benefits Post-employment benefits |
\$ 28,754 523 |
\$ 23,937 506 |
\$ 56,070 1,046 |
\$ 40,795 1,012 |
| \$ 29,277 |
\$ 24,443 |
\$ 57,116 |
\$ 41,807 |
The remuneration of directors and key executives is determined by the remuneration committee on the basis of the performance of individuals and market trends.
32. ASSETS PLEDGED
The assets pledged as collaterals for bank loans and for product warranty were as follows:
| December 31, | |||
|---|---|---|---|
| June 30, 2016 | 2015 | June 30, 2015 | |
| Property, plant and equipment, net | |||
| Used bank loans | \$ 340,802 |
\$ 293,492 |
\$ 214,752 |
| Unused bank loans | 719,217 | 723,040 | 726,863 |
| Debt investments with no active market | 9,655 | - | - |
| Restricted Time deposit | 1,000 | 14,985 | 82,887 |
| \$ 1,070,674 |
\$ 1,031,517 |
\$ 1,024,502 |
33. OTHER SIGNIFICANT EVENTS
On January 17, 2012, the Corporation, Dynapack International Corporation and Heran Tech. Co., Ltd. won a bid for the ownership of land and the building and related facilities to be built on the land pertaining to "The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians' Life," which had been reviewed and approved by the Ministry of the Interior (MOI).
The total bid price was \$10,088,890 thousand, covering land with an area of 222,300 square meters. As a result of winning the above bid, the Corporation acquired 35%, or 77,805 square meters, of a certain piece of land for \$3,531,112 thousand. On April 18, 2012, the Corporation signed the land purchase contract with the MOI; the payment schedule for this purchase is as follows:
- a. The first installment of the bid amount (10% of the total bid amount, or \$353,111 thousand) should be paid within 10 days from the contract date. The Corporation paid the first installment using the bid deposit (\$353,040 thousand) and by adding cash.
- b. To meet the schedule for zone expropriation, the Corporation should pay the second installment (30% of the total bid amount) within 10 days of receiving the payment notice from the MOI. The MOI will approve the Corporation's land usage rights as the payment is made. On September 3, 2013, the Corporation has paid the second installment \$1,059,333 thousand.
- c. To help the MOI provide the compensations for land expropriation and complete the demolition and relocation of structures on the land, the Corporation should pay the third installment (40% of the total bid amount) within 10 days of the payment notice from the MOI. The MOI will then check with the Corporation to see if the demolition and relocation are completed as the payment is made. In November 2015, the Corporation has paid the first part of the third installments \$536,729 thousand.
- d. The Corporation should accomplish the following things within four years from the time of obtaining the approval of the land usage rights:
- 1) Open up the main road system and build related public facilities.
- 2) Acquire the building license for over 50% percent of all industrial land and register with the authorities to go into operation.
After completing the above requirements, the Corporation should apply to the MOI for the approval to acquire real property rights to the structures and facilities built. The Corporation should pay the fourth installment (20% of the total bid amount) within 10 days upon obtaining the approval and receipt of the payment notice from the MOI. The MOI will issue the transfer-certificate of property rights over the land.
The Corporation has agreed to comply with the MOI's requirement for the MOI's placing of caution on undeveloped land before ownership of real property is turned over to the Corporation. The MOI will cancel this caution once it determines that the Corporation has completed all the required land development, building and facility construction and land improvements.
34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The monetary assets or liabilities denominated in foreign currencies that have a material effect on the Corporation and subsidiaries' financial statements are as follows:
| June 30, 2016 | December 31, 2015 | June 30, 2015 | ||||
|---|---|---|---|---|---|---|
| Foreign Currencies (In Thousands) |
Exchange Rate (Note) |
Foreign Currencies (In Thousands) |
Exchange Rate (Note) |
Foreign Currencies (In Thousands) |
Exchange Rate (Note) |
|
| Financial assets | ||||||
| Monetary items | ||||||
| USD | \$ 104,561 | 32.275 | \$ 82,891 |
32.825 | \$ 84,739 |
30.86 |
| JPY | 526,317 | 0.314 | 409,149 | 0.273 | 419,694 | 0.252 |
| RMB | 212,557 | 4.845 | 178,026 | 4.995 | 220,819 | 4.973 |
| EUR | 2,157 | 35.89 | 1,486 | 35.88 | 2,159 | 34.46 |
| HKD | 231 | 4.159 | 4,282 | 4.235 | 166 | 3.98 |
| Financial liabilities | ||||||
| Monetary items | ||||||
| USD | 42,934 | 32.275 | 31,350 | 32.825 | 36,387 | 30.86 |
| RMB | 42,686 | 4.845 | 81,266 | 4.995 | 27,099 | 4.973 |
Note: Exchange rate represents the number of N.T. dollars for which one foreign currency could be exchanged.
For the three months and six months ended June 30, 2016, (including realized and unrealized) net foreign exchange gains (losses) were \$978 thousand and \$(21,147) thousand, respectively.
For the three months and six months ended June 30, 2015, (realized and unrealized) net foreign exchange losses were \$16,269 thousand and \$52,669 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies.
35. ADDITIONAL DISCLOSURES
Following are the additional disclosures required by the Securities and Futures Bureau for the Group and its investees:
- a. Financing provided: Table 1 (attached).
- b. Endorsement/guarantee provided: Table 2 (attached).
- c. Marketable securities held (excluding investment in subsidiaries, associates and joint controlled entities): Table 3 (attached).
- d. Marketable securities acquired and disposed of at costs or prices of at least \$300 million or 20% of the paid-in capital: None.
-
e. Acquisition of individual real estate properties at costs of at least \$300 million or 20% of the paid-in capital: None.
-
f. Disposal of individual real estate properties at prices of at least \$300 million or 20% of the paid-in capital: None.
- g. Total purchase from or sale to related parties amounting to at least \$100 million or 20% of the paid-in capital: Table 4 (attached).
- h. Receivable from related parties amounting to at least \$100 million or 20% of the paid-in capital: Table 5 (attached).
- i. Information about derivative instrument transactions: Note 20.
- j. Names, locations, and related information of investees on which the Group exercised significant influence: Table 6 (attached).
- k. Information on investment in Mainland China:
- 1) The name of the investee in Mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Table 7 (attached).
- 2) Significant transactions with investee companies in Mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:
- a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: None.
- b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: None.
- c) The amount of property transactions and the amount of the resultant gains or losses: None.
- d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: None.
- e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: None.
- f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services: None.
- l. Business relationship and significant intercompany transactions for six months ended June 30, 2014: Table 8 (attached).
36. SEGMENT INFORMATION
The information provided to the Group's chief operating decision maker to allocate resources to the segments and assess their performance focuses on types of products delivered or services provided. The Group's reportable segments are as follows:
- a. Special materials department.
- b. Test instrument department.
c. Automatic equipment department.
d. Other
1) Segment revenues and results
| Special Materials Department |
Test Instrument Department |
Automatic Equipment Department |
Other | Elimination | Total | |
|---|---|---|---|---|---|---|
| For the six months ended June 30, 2016 |
||||||
| Revenues from external customers Intersegment revenues |
\$ 1,104,593 - |
\$ 3,855,597 2,833,367 |
\$ 137,769 164,417 |
\$ 194,385 5,801 |
\$ - (3,003,585) |
\$ 5,292,344 - |
| Segment revenues | \$ 1,104,593 | \$ 6,688,964 | \$ 302,186 |
\$ 200,186 |
\$ (3,003,585) | 5,292,344 |
| Consolidated revenues Segment income |
\$ 32,641 |
\$ 881,760 |
\$ 32,435 |
\$ (59,743) |
\$ 6,025 |
\$ 5,292,344 \$ 893,118 |
| Share of profits of associates accounted for using the equity method Rental income Interest income Dividend income Loss on disposal of property, plant and equipment, net Exchange loss, net Valuation gain on financial assets (liabilities) at fair value through profit or loss, net Other revenue and expense, net Gain on disposal of investments, net Interest expense |
21,884 13,200 10,322 18,246 (1,727) (21,147) 3,842 (1,079) 114 (20,441) |
|||||
| Operating income before tax | \$ 916,332 |
|||||
| Special Materials Department |
Test Instrument Department |
Automatic Equipment Department |
Other | Elimination | Total | |
| For the six months ended June 30, 2015 |
||||||
| Revenues from external customers Intersegment revenues |
\$ 1,158,596 - |
\$ 2,433,534 1,472,402 |
\$ 825,068 70,624 |
\$ 216,051 4,157 |
\$ - (1,547,183) |
\$ 4,633,249 - |
| Segment revenues | \$ 1,158,596 | \$ 3,905,936 | \$ 895,692 |
\$ 220,208 |
\$ (1,547,183) | 4,633,249 |
| Consolidated revenues | \$ 4,633,249 | |||||
| Segment income Share of profits of associates accounted for using the equity method Rental income Interest income Gain on disposal of property, plant and equipment, net Gain on disposal of investments, net Exchange loss, net Valuation loss on financial assets (liabilities) at fair value through profit or loss, net |
\$ 25,518 |
\$ 317,703 |
\$ 235,809 |
\$ (48,963) |
\$ 17,789 |
\$ 547,856 41,393 12,295 12,721 1,315 14 (52,669) (1,639) |
| Other revenue and expense, net Interest expense |
48,303 (20,920) |
|||||
| Operating income before tax | \$ 588,669 |
The sales between segments are based on fair value.
The above revenues were generated through transactions with external customers and among segments. The intersegment revenues for the six months ended June 30, 2016 and 2015 had been adjusted and eliminated from the consolidated financial statements.
Segment operating income refers to profits earned by each segment, excluding remuneration to directors, share of profits or loss of associates and joint venture, gain (loss) on disposal of investment, rental income, interest income, gain (loss) on disposal and retirement of property, plant and equipment, gain (loss) on disposal of investment, foreign exchange gain (loss), valuation gain (loss) on financial instrument and interest expense. This is the measure reported to the Group's chief operating decision maker to allocate resources to each segment and evaluate its performance.
2) Segment assets
| June 30, 2016 | December 31, 2015 |
June 30, 2015 | |
|---|---|---|---|
| Segment assets | |||
| Special materials department | \$ 940,450 |
\$ 958,336 |
\$ 910,944 |
| Test instrument department | 13,412,664 | 11,904,615 | 10,686,140 |
| Automatic equipment department | 1,254,058 | 1,052,305 | 1,753,387 |
| Other | 621,859 | 641,493 | 771,123 |
| Adjustments and eliminations | (3,171,730) | (2,400,349) | (2,267,091) |
| Total segment assets | 13,057,301 | 12,156,400 | 11,854,503 |
| Financial assets at fair value through | |||
| profit or loss - current |
11,391 | 8,872 | 10,151 |
| Available-for-sale financial assets - | |||
| current | 2,561,513 | 2,057,476 | 2,172,260 |
| Investment in bonds with no active | |||
| market | 394,938 | 559,958 | 400,739 |
| Available-for-sale financial assets - | |||
| noncurrent | 310,280 | 359,543 | 345,317 |
| Financial assets carried at cost - | |||
| noncurrent Investments accounted for by the equity |
198,656 | 208,400 | 218,124 |
| method | 671,611 | 553,139 | 551,199 |
| Deferred tax assets | 193,330 | 156,651 | 163,575 |
| Total segment assets | \$ 17,399,020 |
\$ 16,060,439 |
\$ 15,715,868 |
| Segment liabilities | |||
| Special material departments | \$ 650,507 |
\$ 694,925 |
\$ 620,794 |
| Test instrument departments | 5,471,356 | 3,454,229 | 4,078,454 |
| Automatic equipment department | 568,980 | 505,502 | 921,185 |
| Other | 280,974 | 318,419 | 341,108 |
| Adjustments and eliminations | (2,791,627) | (2,042,761) | (1,918,118) |
| Total segment liabilities | 4,180,190 | 2,930,314 | 4,043,423 |
| Short-term borrowings | 327,989 | 301,303 | 220,851 |
| Short-term bills payable | 100,000 | - | 16,000 |
| Financial liabilities at fair value through | |||
| profit or loss - current |
- | 1,483 | 4,079 |
| Long-term liabilities and current portion | |||
| of long-term liabilities | 1,424,377 | 1,414,123 | 826,554 |
| Bonds payable Deferred income tax liabilities |
1,722,169 178,720 |
1,758,093 123,827 |
1,744,243 112,382 |
| Consolidated total liabilities | \$ 7,933,445 |
\$ 6,529,143 |
\$ 6,967,532 |
For the purpose of monitoring segment performance and allocating resources between segments:
- a) All assets were allocated to reportable segments other than interests in associates accounted for using the equity method, other financial assets, and current and deferred tax assets. Goodwill was allocated to reportable segments. Assets used jointly by reportable segments were allocated on the basis of the revenues earned by individual reportable segments; and
- b) All liabilities were allocated to reportable segments other than borrowings, other financial liabilities, current and deferred tax liabilities. Liabilities for which reportable segments are jointly liable were allocated in proportion to segment assets.
CHROMA ATE INC. AND SUBSIDIARIES
FINANCING PROVIDED FOR THE SIX MONTHS ENDED JUNE 30, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Collateral | Financing | Financing | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Financing Company Name |
Counterparty | Financial Statement Account |
Related Parties |
Maximum Balance for the Period |
Ending Balance |
Balance Used Interest | Rate | Financing Provided (Note 7) |
Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Bad Debt |
Item | Value | Limit for Each Borrowing Company |
Company's Financing Amount Limits |
| 0 | Chroma Ate Inc. (the "Corporation") |
Chroma Systems Solutions Inc. Chroma Japan Corp. |
Other receivable Other receivable |
Y Y |
\$ 125,438 \$ 42,414 |
125,438 \$ 40,605 |
125,438 34,119 |
3.25% - |
a a |
\$ 135,540 52,030 |
- - |
\$ - - |
- - |
\$ - |
- \$ 928,132 (Note 1) 928,132 (Note 1) |
\$ 1,856,264 (Note 2) 1,856,264 (Note 2) |
| 1 | Chroma Electronics (Shenzhen) Co., Ltd. |
Chroma Ate (Suzhou) Ltd. Other receivable | Y | 16,189 | 16,189 | 5,523 | - | a | 18,289 | - | - | - | - | 41,289 (Note 3) |
82,577 (Note 4) |
|
| 2 | Wei Kuang Automatic Equipment (Xiamen) Co., Ltd. |
Chroma (Shanghai) Trading Co., Ltd. |
Other receivable | Y | 3,876 | - | - | 2.60% | b | - Purchase PPE |
- | - | - | 192,384 (Note 5) |
192,384 (Note 5) |
Note 1: Based on 10% of the net value of the Corporation (\$9,281,318 × 10% = \$928,132).
Note 2: Based on 20% of the net value of the Corporation (\$9,281,318 × 20% = \$1,856,264).
Note 3: Based on 10% of the net value calculated on the latest financial statements of borrowing company that have been audited (\$412,885 × 10% = \$41,289).
Note 4: Based on 20% of the net value calculated on the latest financial statements of borrowing company that have been audited (\$412,885 × 20% = \$82,577).
Note 5: Based on 70% of the net value calculated on the latest financial statements of borrowing company that have been audited (\$274,835 × 70% = \$192,384).
Note 6: The amounts listed in columns were translated into New Taiwan dollars at the exchange rate of US\$1=NT\$32.275, RMB1=NT\$4.845 and JPY1=NT\$0.314 as of June 30, 2016.
Note 7: Financing provided:
- a. For transactions.
- b. For short-term financing.
CHROMA ATE INC. AND SUBSIDIARIES
ENDORSEMENT/GUARANTEE PROVIDED FOR THE SIX MONTHS ENDED JUNE 30, 2016 (In Thousands of New Taiwan Dollars or Foreign Currency, Unless Stated Otherwise)
| Counterparty | Ratio of | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Endorsement/ Guarantee Provider |
Name | Nature of Relationship |
Limits on Each Counter party's Endorsement/ Guarantee Amount (Note 1) |
Highest Amount of Guarantee Provided for the Year |
Ending Balance |
Amount of Guarantee Actually Used |
Value of Collateral |
Accumulated Amount of Collateral to Net Equity Shown in the Latest Financial Statements |
Maximum Collateral/ Guarantee Amounts Allowable (Note 2) |
Endorsed/ Guaranteed to Subsidiaries by Parent Company |
Endorsed/ Guaranteed to Parent Company by Subsidiaries |
Endorsed/ Guaranteed to Investees in Mainland China |
| 0 | Chroma Ate Inc. | Chroma U.S.A. Chroma Japan Corp. |
Subsidiary Subsidiary |
\$ 1,392,198 1,392,198 |
\$ 129,100 33,280 |
\$ 64,550 33,280 |
\$ 64,550 25,120 |
\$ - - |
0.70% 0.36% |
\$ 2,784,395 2,784,395 |
Y Y |
- - |
- - |
Note 1: According to Regulation of the "Procedures for Endorsement/Guarantee and lending of Funds", the Corporation limits the endorsement/guarantee amount on each entity to (a) within 15% of the net value of the Corporation (\$9,281,318 × 15% = \$1,392,198) and (b) the capital issued of the entity endorsed/guaranteed, but 100% held subsidiary is not limited by the regulation.
Note 2: According to Regulation of the "Procedures for Endorsement/Guarantee and Lending of Funds", the Corporation limits the endorsement/guarantee amount within the 30% of the net value of the Corporation (\$9,281,318 × 30% = \$2,784,395).
Note 3: The above amounts were translated into New Taiwan dollars at the exchange rate of US\$1=NT\$32.275, JPY1=NT\$0.314 as of June 30, 2016.
CHROMA ATE INC. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT CONTROLLED ENTITIES) FOR THE SIX MONTHS ENDED JUNE 30, 2016
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| June 30, 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Holding Company Name | Marketable Securities Type and Issuer | Relationship with the Holding |
Financial Statement Account | Shares/Units | Percentage | Market Value | Note | |
| Company | (Thousands) | Carrying Value | of | or Net Asset | ||||
| Ownership | Value | |||||||
| Chroma Ate Inc. (the "Corporation") | Fund | |||||||
| Mega Diamond Money Market Fund | - | Available for sale financial assets - current |
36,521 | \$ 452,853 |
- | \$ 452,853 |
Note 2 | |
| The RSIT Enhanced Money Market Fund | - | Available for sale financial assets - current |
24,722 | 292,848 | - | 292,848 | Note 2 | |
| Paradigm Pion Money Market Fund | - | Available for sale financial assets - current |
24,732 | 282,891 | - | 282,891 | Note 2 | |
| Yuanta Wan Tai Money Market Fund |
- | Available for sale financial assets - current |
18,863 | 282,782 | - | 282,782 | Note 2 | |
| Fuh Hwa You Li Money Market Fund | - | Available for sale financial assets - current |
21,184 | 282,725 | - | 282,725 | Note 2 | |
| Cathay Taiwan Money Market Fund | - | Available for sale financial assets - current |
21,282 | 262,495 | - | 262,495 | Note 2 | |
| Taishin 1699 Money Market Fund | - | Available for sale financial assets - current |
14,970 | 200,308 | - | 200,308 | Note 2 | |
| Union Money Market Fund | - | Available for sale financial assets - current |
13,098 | 171,149 | - | 171,149 | Note 2 | |
| Capital Money Market Fund | - | Available for sale financial assets - current |
6,274 | 100,142 | - | 100,142 | Note 2 | |
| Stocks | ||||||||
| DynaColor, Inc. | - | Available for sale financial assets - noncurrent |
6,050 | 261,677 | 6.0 | 261,677 | Note 1 | |
| Chunghwa Telecom Co., Ltd. | - | Available for sale financial assets - noncurrent |
412 | 48,043 | - | 48,043 | Note 1 | |
| China Communications Media Group Co., Ltd. | - | Available for sale financial assets - noncurrent |
26 | 560 | - | 560 | Note 1 | |
| WK Technology Fund IX Ltd. | - | Financial assets carried at cost - noncurrent |
4,614 | 46,140 | 4.6 | - | - | |
| Twoway Catv Service Inc. | - | Financial assets carried at cost - noncurrent |
3,561 | 39,218 | 4.7 | - | - | |
| Tian Zheng International Precision Machinery Co., Ltd. | - | Financial assets carried at cost - noncurrent |
2,300 | 33,000 | 9.9 | - | - | |
| WK Technology Fund IV Ltd. | - | Financial assets carried at cost - noncurrent |
2,560 | 25,600 | 1.9 | - | - | |
| WK Technology Fund VI Ltd. | - | Financial assets carried at cost - noncurrent |
1,806 | 18,063 | 1.4 | - | - | |
| WI Harper INC Fund VII LP | - | Financial assets carried at cost - noncurrent |
- | 10,152 | - | - | - | |
| Lasfocus Corporation | - | Financial assets carried at cost - noncurrent |
2,179 | - | - | - | - | |
| Qualitysource SAS | - | Financial assets carried at cost - noncurrent |
9 | - | 12.2 | - | - | |
| Chroma New Material Corp. | Fund | |||||||
| Fuh Hwa You Li Money Market Fund | - | Available-for-sale financial assets - current |
6,829 | 91,136 | - | 91,136 | Note 2 | |
| The RSIT Enhanced Money Market Fund | - | Available-for-sale financial assets - current |
4,525 | 53,606 | - | 53,606 | Note 2 | |
| Paradigm Pion Money Market | - | Available-for-sale financial assets - current |
2,642 | 30,222 | - | 30,222 | Note 2 | |
| Chroma Investment Co., Ltd. | Fund | |||||||
| Hua Nan Kirin Money Market Fund | - | Available-for-sale financial assets - current |
4,925 | 58,356 | - | 58,357 | Note 2 | |
| Stocks | ||||||||
| Adlink Technology Inc. | - | Financial assets at fair value through profit or loss | 68 | 4,501 | - | 4,501 | Note 1 | |
| - current |
||||||||
| Greatek Electronics Inc. | - | Financial assets at fair value through profit or loss | 85 | 3,215 | - | 3,215 | Note 1 | |
| - current |
||||||||
| June 30, 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Holding Company Name | Marketable Securities Type and Issuer | Relationship with the Holding Company |
Financial Statement Account | Shares/Units (Thousands) |
Carrying Value | Percentage of Ownership |
Market Value or Net Asset Value |
Note |
| ICHIA Tech. 2nd Unsecured Convertible Bond | - | Financial assets at fair value through profit or loss - current |
10 | \$ 972 |
- | \$ 972 |
Note 1 | |
| Chroma Ate Inc. | The Corporation | Available for sale financial assets - noncurrent |
1,916 | 147,116 | - | 147,116 | Note 1 | |
| Fei Hong Industrial Co., Ltd. | - | Financial assets carried at cost - noncurrent |
4,174 | 17,175 | 10.3 | - | - | |
| Cosmactive Broadband Networks Co., Ltd. | - | Financial assets carried at cost - noncurrent |
26 | 110 | 1.5 | - | - | |
| Prance System Technology Co., Ltd. | - | Financial assets carried at cost - noncurrent |
111 | - | 5.1 | - | - | |
| Chen Hwa Technology Inc. | Hangzhou New Material Chroma Co., Ltd. | - | Financial assets carried at cost - noncurrent |
- | 9,198 | 19.0 | - | - |
Note 1: Based on the closing price as of June 30, 2016.
Note 2: Based on the net asset value of the fund as of June 30, 2016.
(Concluded)
CHROMA ATE INC. AND SUBSIDIARIES
TOTAL PURCHASE FROM OR SALE TO RELATED PARTIES AMOUNTING TO AT LEAST \$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Nature of | Transaction Details | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Relationship | Purchase (Sale) |
Amount | % to Total |
Payment Terms | Unit Price | Payment Terms | Ending Balance |
% to Total |
Note |
| Chroma Ate Inc. (the "Corporation") | Neworld Electronics Ltd. | Subsidiary | (Sale) | \$ (1,463,655) |
(45) | Net 90 days after delivery | - | - | \$ 638,519 |
30 | - |
| Neworld Electronics Ltd. | Chroma Ate Inc. (the "Corporation") | Parent company | Purchase | 1,463,655 | 100 | Net 90 days after delivery | - | - | (638,519) | (100) | - |
| Chroma Ate Inc. (the "Corporation") | Chroma U.S.A. | Subsidiary | (Sale) | (226,813) | (7) | Net 180 days after delivery | - | Note 1 | 373,506 | 17 | - |
| Chroma U.S.A. | Chroma Ate Inc. (the "Corporation") | Parent company | Purchase | 226,813 | 100 | Net 180 days after delivery | - | Note 1 | (373,506) | (100) | - |
| Chroma Ate Inc. (the "Corporation") | Chroma Electronics (Shenzhen) Co., Ltd. |
Subsidiary | (Sale) | (162,014) | (5) | Net 90 days after monthly closing |
- | - | 116,827 | 5 | - |
| Chroma Electronics (Shenzhen) Co., Ltd. |
Chroma Ate Inc. (the "Corporation") | Parent company | Purchase | 162,014 | 100 | Net 90 days after monthly closing |
- | - | (116,827) | (100) | - |
| Chroma Ate Inc. (the "Corporation") | Chroma Systems Solutions Inc. | Subsidiary | (Sale) | (135,540) | (4) | Net 90 days after delivery | - | - | 98,720 | 5 | - |
| Chroma Systems Solutions Inc. | Chroma Ate Inc. (the "Corporation") | Parent company | Purchase | 135,540 | 100 | Net 90 days after delivery | - | - | (98,720) | (100) | - |
| Chroma Ate Inc. (the "Corporation") | Chroma Ate Europe B.V. | Subsidiary | (Sale) | (115,452) | (4) | Net 90 days after delivery | - | - | 78,650 | 4 | - |
| Chroma Ate Europe B.V. | Chroma Ate Inc. (the "Corporation") | Parent company | Purchase | 115,452 | 100 | Net 90 days after delivery | - | - | (78,650) | (100) | - |
| Chroma Ate Inc. (the "Corporation") | Wei Kuang Automatic Equipment Co., Ltd. |
Subsidiary | Purchase | 162,163 | (9) | Net 90 days after delivery | - | - | (137,327) | (13) | - |
| Wei Kuang Automatic Equipment Co., Ltd. |
Chroma Ate Inc. (the "Corporation") | Parent company |
(Sale) | (162,163) | 60 | Net 90 days after delivery | - | - | 137,327 | 76 | - |
Note: The prices were determined after taking the selling and post-sale service expenses into consideration.
CHROMA ATE INC. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST \$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 2016
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Overdue | Amount Received in | |||||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Nature of Relationship |
Ending Balance | Turnover Rate | Amount | Action Taken | Subsequent Period (Note) |
Allowance for Bad Debts |
| Chroma Ate Inc. | Neworld Electronics Ltd. | Subsidiary | Accounts receivable \$ 638,519 |
6.89 | \$ - |
- | \$ 110,654 |
\$ - |
| Chroma U.S.A. | Subsidiary | Accounts receivable 373,506 |
1.30 | - | - | 70,521 | - | |
| Testar Electronic Corporation | Subsidiary | Accounts receivable 140,562 |
0.35 | - | - | - | - | |
| Chroma System Solutions Inc. | Subsidiary | Other receivable - financing provided 125,438 |
- | - | - | - | - | |
| Chroma Electronics (Shenzhen) Co., Ltd. |
Subsidiary | Accounts receivable 116,827 |
3.77 | - | - | 37,686 | - | |
| Chroma Japan Corp. | Subsidiary | Accounts receivable 114,327 |
0.94 | - | - | - | - | |
| Other receivable - financing provided 34,119 |
- | - | - | - | - |
Note: The amounts had been accrued as of July 28, 2016.
CHROMA ATE INC. AND SUBSIDIARIES
NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE FOR THE SIX MONTHS ENDED JUNE 30, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investment Amount | Balance as of June 30, 2016 | Net Income | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Location | Main Businesses and Products | June 30, 2016 December 31, | Shares | Percentage of | Carrying | (Loss) of the | Investment | Note | |
| 2015 | (Thousands) | Ownership | Value | Investee | Gain (Loss) | ||||||
| Chroma Ate Inc. | Neworld Electronics Ltd. | Hong Kong | Sale and maintenance of electronic test instruments, etc. | \$ 271,873 \$ |
271,873 | 64,013 | 100.0 | \$ 691,151 \$ |
44,942 \$ | 44,940 Subsidiary | |
| (the "Corporation") | San Eagle Development Corp. | British Virgin Islands Investment. | 186,514 | 186,514 | 2,050 | 100.0 | 612,178 | (2,156) | (2,156) Subsidiary | ||
| Adlink Technology Inc. | New Taipei, Taiwan Manufacturing, processing and retailing of software/hardware of computers and peripherals. |
165,146 | 82,325 | 24,502 | 11.3 | 571,084 | 146,482 | 16,822 Associate | |||
| Chroma New Material Corporation | Taoyuan, Taiwan | Sale and processing of gold wire. | 480,715 | 480,715 | 25,000 | 100.0 | 463,774 | 25,808 | 25,808 Subsidiary | ||
| Wei Kuang Automatic Equipment Co., Ltd. Hsinchu, Taiwan | Design, manufacturing, installment and testing of automated factory conveyor systems. |
533,000 | 533,000 | 10,000 | 100.0 | 458,883 | 25,551 | 12,292 Subsidiary | |||
| CHI Incorporation Ltd. | British Virgin Islands Test of inductance, capacitance and resistance, and sale of parts. | 122,884 | 122,884 | 3,830 | 100.0 | 153,145 | 19,863 | 19,863 Subsidiary | |||
| Quantel Private Ltd. | Singapore | Sale and maintenance of test instruments, etc. | 112,328 | - | 1,914 | 60.0 | 109,589 | (566) | 1,077 Subsidiary | ||
| Chen Hwa Technology Inc. | British Virgin Islands Test of inductance, capacitance and resistance, and sale of parts. | 98,217 | 98,217 | 3,085 | 100.0 | 109,268 | (524) | (524) Subsidiary | |||
| Chroma Investment Co., Ltd. | New Taipei, Taiwan Investment. | 80,000 | 80,000 | 14,000 | 100.0 | 101,578 | (534) | (534) Subsidiary | |||
| Chroma Ate Europe B.V. | The Netherlands | Sale and maintenance of electronic test instruments etc. | 54,026 | 54,026 | 1 | 100.0 | 92,700 | 12,929 | 12,929 Subsidiary | ||
| DynaScan Technology Corp. | Taoyuan, Taiwan | Research and manufacture of LED generators | 238,746 | 238,746 | 9,841 | 27.3 | 82,956 | 18,302 | 4,996 Associate | ||
| Chroma U.S.A. | U.S.A. | Sale and maintenance of electronic test instruments, etc. | 29,895 | 29,895 | 1,000 | 100.0 | 60,563 | 2,246 | 2,568 Subsidiary | ||
| Sensational Holding Ltd. | British Virgin Islands Investment | 38,301 | 38,301 | 1,200 | 100.0 | 52,520 | 715 | 715 Subsidiary | |||
| Adivic Technology Co. | Taipei, Taiwan | Sale and research of RF device. | 142,800 | 112,200 | 14,280 | 51.0 | 48,070 | (34,637) | (18,670) Subsidiary | ||
| Chroma Japan Corp. | Japan | Sale and maintenance of electronic test instruments, etc. | 147,125 | 147,125 | 9 | 100.0 | (45,137) | (9,242) | (9,242) Subsidiary | ||
| Chroma Systems Solutions, Inc. | U.S.A. | Sale and maintenance of electronic test instruments, etc. | 29,628 | 29,628 | 120 | 25.0 | (44,453) | 15,211 | 3,803 Subsidiary | ||
| Deep Red Holding Co., Ltd. | Mauritius | Investment | 12,217 | 12,217 | 215 | 100.0 | 42,912 | (1,763) | (1,763) Subsidiary | ||
| Chih Ho Shun Development Co., Ltd. | Taoyuan, Taiwan | Construction and development of residence, buildings and specialized field; construction and investment of public works. |
17,500 | 17,500 | 1,750 | 35.0 | 17,571 | 190 | 66 Joint venture | ||
| Testar Electronic Corporation | Taoyuan, Taiwan | Testing of LED products. | 247,096 | 247,096 | 20,160 | 67.2 | 6,796 | (15,789) | (10,610) Subsidiary | ||
| EVT Technology Co., Ltd. | Taoyuan, Taiwan | Manufacturing of motorcycles and its parts | 27,623 | 27,623 | 2,658 | 53.2 | 5,329 | (5,542) | (2,946) Subsidiary | ||
| Chroma U.S.A. | Chroma Systems Solutions Inc. | U.S.A. | Sale and maintenance of electronic test instruments, etc. | 64 | 64 | 240 | 50.0 | 110,477 | 15,211 | NA Subsidiary | |
| San Eagle Development Corp. Wei Kuang Mech Eng Inc. | Mauritius | Investments | 185,686 | 185,686 | 4,475 | 100.0 | 604,188 | (2,164) | NA Subsidiary | ||
| EVT Technology Co., Ltd. | Wei Da Electric Vehicle Co., Ltd. | Pingtung, Taiwan | Sale and lease of motorcycles | 3,750 | 3,750 | 375 | 75.0 | (3,946) | 3,093 | NA Subsidiary | |
| Advic Technology Co., Ltd. Advic Holding Corporation | Samoa | Sale and research of RF device | 15,223 | 15,223 | 500 | 100.0 | (3,066) | (8,603) | NA Subsidiary |
INVESTMENT IN MAINLAND CHINA FOR THE SIX MONTHS ENDED JUNE 30, 2016
(In Thousands of New Taiwan Dollars or Foreign Currency, Unless Stated Otherwise)
| Accumulated | Investment Flows | Accumulated | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investee Company | Main Businesses and Products | Total Amount of Paid-in Capital (Note 2) |
Method of Investment (Note 1) |
Outflow of Investment from Taiwan as of January 1, 2016 (Note 3) |
Outflow | Inflow | Outflow of Investment from Taiwan as of June 30, 2016 (Note 3) |
Net Income (Loss) of the Investee |
Percentage of Ownership in Investment |
Investment Gain (Loss) (Notes 4 and 5) |
Carrying Value as of June 30, 2016 (Note 2) |
Accumulated Inward Remittance of Earnings as of June 30, 2016 |
||
| Chroma Electronics (Shenzhen) Co., Ltd. |
Sale of power supplies automatic test systems, signal generators, DC electronic load, color analyzer, uninterruptible power supply, switching mode rectifier and etc. |
\$ 124,770 (HK\$ 30,000) |
b. Subsidiary of Neworld Electronics Ltd. |
\$ (HK\$ US\$ |
132,178 1,200 3,853) |
\$ - |
\$ - |
\$ (HK\$ US\$ |
132,178 1,200 3,853) |
\$ 19,253 |
100% | \$ 19,253 |
\$ 431,554 |
\$ - |
| Chroma Electronics (Shanghai) Co., Ltd. |
Sale of power supplies automatic test systems, signal generators, DC electronic load, uninterruptible power supply, switching mode rectifier and etc. |
96,825 (US\$ 3,000) |
b. Subsidiary of Neworld Electronics Ltd. |
(US\$ | 101,993 3,000) |
- | - | (US\$ | 101,993 3,000) |
6,428 | 100% | 6,428 | 63,782 | - |
| Chroma (Shanghai) Trading Co., Ltd. |
International and transit trading, commercial simple processing and commercial consulting service and etc. |
87,143 (US\$ 2,700) |
b. Subsidiary of Chen Hwa Technology Inc. |
(US\$ | 84,988 2,700) |
- | - | (US\$ | 84,988 2,700) |
(460) | 100% | (460) | 97,115 | - |
| Hangzhou New Material Chroma Co., Ltd. |
Production and sale of semiconductor connecting materials |
48,413 (US\$ 1,500) |
b. Subsidiary of Chen Hwa Technology Inc. |
(US\$ | 9,091 285) |
- | - | (US\$ | 9,091 285) |
8,218 | 19% | - | 9,198 | - |
| Chroma Ate (Suzhou) Ltd. | Sale of power supplies automatic test systems, signal generators, DC electronic load, uninterruptible power supply, switching mode rectifier and etc. |
122,645 (US\$ 3,800) |
b. Subsidiary of Chi Incorporation Ltd. |
(US\$ | 121,115 3,800) |
- | - | (US\$ | 121,115 3,800) |
19,688 | 100% | 19,688 | 181,095 | - |
| Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. |
Sale and maintenance of electronic equipment and factory conveyor systems |
57,515 (RMB 11,871) |
b. Subsidiary of Wei Kuang Mech Eng Inc. |
(US\$ | 43,751 1,338) |
- | - | (US\$ | 43,751 1,338) |
(1,195) | 100% | (1,195) | 233,542 | - |
| Wei Kuang Automatic Equipment (Xiamen) Co., Ltd. |
Sale and maintenance of electronic equipment and factory conveyor systems |
55,315 (RMB 11,417) |
b. Subsidiary of Wei Kuang Mech Eng Inc. |
(US\$ | 49,935 1,500) |
- | - | (US\$ | 49,935 1,500) |
(1,175) | 100% | (1,175) | 280,760 | - |
| Mou Kuan Technologies (Nanjin) Co., Ltd. |
Assembly, sale and maintenance of factory conveyors and related systems and renders related after-sales services |
8,416 (RMB 1,737) |
b. Subsidiary of Wei Kuang Mech Eng Inc. |
(US\$ | 92,000 2,836) |
- | - | (US\$ | 92,000 2,836) |
125 | 100% | 125 | 47,380 | - |
| Sajet System Technology (Suzhou) Co., Ltd. |
Research, development and design of computer network security systems and information management |
8,411 (RMB 1,736) |
b. Subsidiary of Deep Red Holding Co., Ltd. |
(Note 9) | - | - | (Note 9) | (1,766) | 100% | (1,766) | 42,893 | - |
| Accumulated Investment in Mainland China as of June 30, 2016 |
Investment Amounts Authorized by the Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| \$635,051 | \$695,162 | \$5,568,791 |
| (HK\$1,200, US\$19,312) | (HK\$1,400, US\$21,086) (Note 6) | (Note 7) |
Note 1: Methods of investment have following type:
- a. Direct investment in Mainland China.
- b. Indirect investment in the Company of Mainland China through a third place.
c. Other
Note 2: The amounts of paid-in capital and carrying value as of June 30, 2016 were translated into New Taiwan dollars at the rates of HK\$1=NT\$4.159, US\$1=NT\$32.275, RMB1=NT\$4.845 prevailing on June 30, 2016.
Note 3: The amounts of accumulated outflow of investment from Taiwan as of January 1, 2016 and June 30, 2016 were translated into New Taiwan dollars on the original outflow day.
Note 4: Based on unreviewed financial statements.
Note 5: Investment income (loss) was translated into New Taiwan dollars at the average rate of HK\$1=NT\$4.220, US\$1=NT\$32.784, RMB1=NT\$5.002 for the six months ended June 30, 2016.
Note 6:
| Approval Letter | Approved Amount | ||
|---|---|---|---|
| a. Letter (1998) II-87710585 of Investment Commission of MOEA | NT\$ | 5,852 | |
| (HK\$ | 1,400) | ||
| b. Letter (2000) II-89014726 and 89037430 of Investment Commission of MOEA | NT\$ 63,180 | ||
| (US\$ | 2,000) | ||
| c. Letter (2001) II-89037430 of Investment Commission of MOEA | NT\$ 33,160 | ||
| (US\$ | 1,000) | ||
| d. Letter II-91048640 of Investment Commission of MOEA | NT\$ 63,984 | ||
| (US\$ | 1,853) (Note 7) | ||
| e. Letter II-90025170 of Investment Commission of MOEA | NT\$ 60,240 | ||
| (US\$ | 1,750) | ||
| f. | Letter II-092020235 of Investment Commission of MOEA | (US\$ | NT\$ 19,230 560) |
| g. Letter II-092043358 of Investment Commission of MOEA | NT\$ | 6,748 | |
| (US\$ | 200) | ||
| h. Letter II-093004076 of Investment Commission of MOEA | NT\$ | 3,158 | |
| (US\$ | 95) | ||
| i. | Letter II-094006092 of Investment Commission of MOEA | NT\$ | 6,896 |
| (US\$ | 219) | ||
| j. | Letter II-09500052120 of Investment Commission of MOEA | NT\$ 81,528 | |
| (US\$ | 2,500) | ||
| k. Letter II-09600175700 of Investment Commission of MOEA | NT\$ 120,000 | ||
| (US\$ | 3,699) | ||
| l. | Letter II-096000006020 of Investment Commission of MOEA | NT\$ 66,580 | |
| (US\$ | 2,000) | ||
| m. Letter II-09600310110 of Investment Commission of MOEA | NT\$ 33,160 | ||
| (US\$ | 1,000) | ||
| n. Letter II-09700186010 of Investment Commission of MOEA | (US\$ | NT\$ 46,110 1,500) |
|
| o. Letter II-09700403210 of Investment Commission of MOEA | NT\$ | 7,096 | |
| (US\$ | 210) (Note 8) | ||
| p. Letter II-10400042770 of Investment Commission of MOEA | NT\$ 78,240 | ||
| (US\$ | 2,500) |
Note 7: The upper limit on investment was calculated in accordance with the regulations of the Investment Commission of the Ministry of Economic Affairs for 60% of the net equity or consolidated net equity.
Note 8: Chroma Ate Inc. invested accounts receivable amounting to US\$853 thousand in Chroma Electronics (Shenzhen) Co., Ltd. through Neworld Electronics Ltd.
Note 9: The investment in Sajet Technology Inc. (liquidated on September 15, 2008) was authorized by the Investment Commission in 2004.
(Concluded)
CHROMA ATE INC. AND SUBSIDIARIES
BUSINESS RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE SIX MONTHS ENDED JUNE 30, 2016
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Flow of Number Company Name Counterparty Transactions Account Amount Transaction Terms (Note 1) 0 Chroma Ate. Inc. (the "Corporation") Neworld Electronics Ltd. a Operating revenue \$ 1,463,655 Note 2 Chroma U.S.A. a Operating revenue 226,813 Note 2 Chroma Electronics (Shenzhen) Co., Ltd. a Operating revenue 162,014 Note 2 Chroma Systems Solutions Inc. a Operating revenue 135,540 Note 2 Chroma Europe a Operating revenue 115,452 Note 2 Chroma Ate (Suzhou) Ltd. a Operating revenue 69,089 Note 2 Chroma Japan a Operating revenue 52,030 Based on regular terms Chroma Electronics (Shanghai) Co., Ltd. a Operating revenue 51,545 Note 2 Testar Electronic Co. a Operating revenue 24,620 Based on regular terms Quantel Private Ltd. a Operating revenue 16,316 Based on regular terms Wei Kuang Automatic Equipment Co., Ltd. a Operating costs 162,163 Based on regular terms Chroma U.S.A. a Operating costs 5,990 Note 2 Testar Electronic Co. a Operating costs 4,900 Based on regular terms Chroma Europe a Operating costs 796 Based on regular terms Neworld Electronics Ltd. a Operating costs 233 Based on regular terms Chroma Systems Solutions Inc. a Operating costs 43 Based on regular terms Chroma Electronics (Shanghai) Co., Ltd. a Operating costs 19 Based on regular terms Chroma Japan a Operating costs 19 Based on regular terms Testar Electronic Co. a Rental income 6,941 Based on regular terms Chroma New Material Corporation a Rental income 336 Based on regular terms EVT Technology Co., Ltd. a Rental income 201 Based on regular terms Chroma Electronics (Shenzhen) Co., Ltd. a Commissions expense 4,504 Based on regular terms Chroma Electronics (Shanghai) Co., Ltd. a Commissions expense 4,117 Based on regular terms Chroma Ate (Suzhou) Ltd. a Commissions expense 2,916 Based on regular terms Quantel Private Ltd. a Commissions expense 684 Based on regular terms CHROMA U.S.A. a Commissions expense 478 Based on regular terms Chroma Systems Solutions Inc. a Commissions expense 166 Based on regular terms Neworld Electronics Ltd. a Operating expense 1,702 Based on regular terms Chroma U.S.A. a Operating expense 1,088 Based on regular terms Quantel Private Ltd. a Operating expense 393 Based on regular terms Chroma Japan a Operating expense 130 Based on regular terms Chroma Systems Solutions Inc. a Interest revenue 2,063 Based on regular terms Neworld Electronics Ltd. a Non-operating income 5,983 Based on regular terms Chroma New Material Corporation a Non-operating income 3,000 Based on regular terms Testar Electronic Co. a Non-operating income 300 Based on regular terms Chroma Systems Solutions Inc. a Non-operating income 9 Based on regular terms Neworld Electronics Ltd. a Accounts receivable 638,520 Based on regular terms |
Transaction Details | Percentage to | ||
|---|---|---|---|---|
| Consolidated Total Operating Revenues or Total Assets |
||||
| 27 | ||||
| 4 | ||||
| 3 | ||||
| 3 | ||||
| 2 | ||||
| 1 | ||||
| 1 | ||||
| 1 | ||||
| - | ||||
| - | ||||
| 3 | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - - |
||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - | ||||
| - - |
||||
| 4 | ||||
| Transaction Details | Percentage to | ||||||
|---|---|---|---|---|---|---|---|
| Number | Company Name | Counterparty | Flow of Transactions (Note 1) |
Account | Amount | Transaction Terms | Consolidated Total Operating Revenues or Total Assets |
| Chroma U.S.A. Testar Electronic Co. |
a a |
Accounts receivable Accounts receivable |
\$ 373,506 140,562 |
Note 3 Based on regular terms |
2 1 |
||
| Chroma Electronics (Shenzhen) Co., Ltd. Chroma Japan |
a a |
Accounts receivable Accounts receivable |
116,827 114,327 |
Based on regular terms Based on regular terms |
1 1 |
||
| Chroma Systems Solutions Inc. Chroma Europe |
a a |
Accounts receivable Accounts receivable |
98,720 78,650 |
Based on regular terms Based on regular terms |
1 1 |
||
| Chroma Ate (Suzhou) Ltd. Chroma Electronics (Shanghai) Co., Ltd. |
a a |
Accounts receivable Accounts receivable |
41,864 24,147 |
Based on regular terms Based on regular terms |
- - |
||
| Quantel Private Ltd. Chroma Systems Solutions Inc. |
a a |
Accounts receivable Other receivable - financing provided |
13,149 125,438 |
Based on regular terms Based on regular terms |
- 1 |
||
| Chroma Japan Testar Electronic Co. |
a a |
Other receivable - financing provided Other receivable |
34,119 76,350 |
Based on regular terms Based on regular terms |
- - |
||
| Neworld Electronics Ltd. Chroma New Material Corporation |
a a |
Other receivable Other receivable |
3,757 1,182 |
Based on regular terms Based on regular terms |
- - |
||
| EVT Technology Co., Ltd. Chroma Systems Solutions Inc. |
a a |
Other receivable Interest receivable |
71 340 |
Based on regular terms Based on regular terms |
- - |
||
| Wei Kuang Automatic Equipment Co., Ltd. Chroma U.S.A. |
a a |
Account payable Account payable |
137,327 3,516 |
Based on regular terms Based on regular terms |
1 - |
||
| Chroma Europe Chroma Systems Solutions Inc. Chroma Electronics (Shanghai) Co., Ltd. |
a a a |
Account payable Account payable Accrued expense |
830 43 990 |
Based on regular terms Based on regular terms Based on regular terms |
- - - |
||
| Chroma U.S.A. Chroma Ate (Suzhou) Ltd. |
a a |
Accrued expense Accrued expense |
569 54 |
Based on regular terms Based on regular terms |
- - |
||
| Wei Kuang Automatic Equipment Co., Ltd. Neworld Electronics Ltd. |
a a |
Accrued expense Accrued expense |
14 2 |
Based on regular terms Based on regular terms |
- - |
||
| Chroma Systems Solutions Inc. Quantel Private Ltd. |
a a |
Temporary receipts Temporary receipts |
776 437 |
Based on regular terms Based on regular terms |
- - |
||
| Chroma Japan | a | Temporary receipts | 364 | Based on regular terms | - | ||
| 1 | CHROMA U.S.A | Advic Holding Corp. Testar Electronic Co. Advic Holding Corp. Testar Electronic Co. |
b b b b |
Operating revenue Operating revenue Accounts receivable Accounts receivable |
8,604 67 3,877 26 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - |
| 2 | Chroma Systems Solutions Inc. | Quantel Private Ltd. Chroma Europe |
b b |
Operating revenue Accounts receivable |
49 9 |
Based on regular terms Based on regular terms |
- - |
| 3 | Neworld Electronics Ltd. | Chroma Electronics (Shenzhen) Co., Ltd. | a | Operating revenue | 301,498 | Based on regular terms | 6 |
| Chroma Ate (Suzhou) Ltd. Chroma Electronics (Shanghai) Co., Ltd. Chroma Ate (Suzhou) Ltd. Chroma Ate (Suzhou) Ltd. Chroma Electronics (Shenzhen) Co., Ltd. Chroma Electronics (Shanghai) Co., Ltd. Sajet System Technology (Suzhou) Co., Ltd. Chroma Electronics (Shenzhen) Co., Ltd. Chroma Ate (Suzhou) Ltd. |
b a b b a a b a b |
Operating revenue Operating revenue Operating costs Commissions expense Commissions expense Commissions expense Commissions expense Accounts receivable Accounts receivable |
68,853 12,741 408 32,578 26,926 8,800 374 187,281 51,610 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
1 - - 1 1 - - 1 - |
| Company Name | Counterparty | Transaction Details | Percentage to | ||||
|---|---|---|---|---|---|---|---|
| Number | Flow of Transactions (Note 1) |
Account | Amount | Transaction Terms | Consolidated Total Operating Revenues or Total Assets |
||
| Chroma Electronics (Shanghai) Co., Ltd. Chroma Electronics (Shenzhen) Co., Ltd. Wei Kuang Automatic Equipment Co., Ltd. Chroma Ate (Suzhou) Ltd. Chroma Electronics (Shenzhen) Co., Ltd. Chroma Ate (Suzhou) Ltd. Chroma Electronics (Shanghai) Co., Ltd. Sajet System Technology (Suzhou) Co., Ltd. Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. |
a a b b a b a b b |
Accounts receivable Other receivable Prepayments Account payable Other payable Other payable Other payable Other payable Receipts in advance |
\$ 4,886 140,182 136,488 402 4,128 2,428 1,926 369 137,137 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- 1 1 - - - - - 1 |
||
| 4 | Chroma Electronics (Shenzhen) Co., Ltd. | Chroma Ate (Suzhou) Ltd. Chroma Electronics (Shanghai) Co., Ltd. Adivic Technology Co. Sajet System Technology (Suzhou) Co., Ltd. Chroma Ate (Suzhou) Ltd. Chroma Electronics (Shanghai) Co., Ltd. Chroma (Shanghai) Trading Co., Ltd. Sensational Chroma Ate (Suzhou) Ltd. Chroma Electronics (Shanghai) Co., Ltd. Chroma Ate (Suzhou) Ltd. Chroma Electronics (Shanghai) Co., Ltd. Sajet System Technology (Suzhou) Co., Ltd. Chroma Ate (Suzhou) Ltd. Chroma (Shanghai) Trading Co., Ltd. Chroma Ate (Suzhou) Ltd. Chroma Electronics (Shanghai) Co., Ltd. Sensational |
b b b b b b b b b b b b b b b b b b |
Operating revenue Operating revenue Operating revenue Operating revenue Operating costs Operating costs Rent expense Rent expense Commissions expense Commissions expense Accounts receivable Accounts receivable Accounts receivable Other receivable Other receivable Account payable Account payable Other payable |
18,289 5,450 684 569 2,875 2 1,316 150 32 16 34,173 15,332 644 5,523 1,295 1,051 20 132 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - - - - - - - - - - - - - - |
| 5 | Chroma Electronics (Shanghai) Co., Ltd. | Chroma Ate (Suzhou) Ltd. Chroma Ate (Suzhou) Ltd. Sajet System Technology (Suzhou) Co., Ltd. Chroma Ate (Suzhou) Ltd. Chroma Ate (Suzhou) Ltd. Sajet System Technology (Suzhou) Co., Ltd. |
b b b b b b |
Operating revenue Operating costs Commissions expense Accounts receivable Account payable Account payable |
69 5,818 283 78 10,774 291 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - - |
| 6 | Wei Kuang Automatic Equipment (Xiamen) Co., Ltd. | Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. Mou Kuan Technologies (Nanjin) Co., Ltd. Sajet System Technology (Suzhou) Co., Ltd. Wei Kuang Automatic Equipment Co., Ltd. Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. Sajet System Technology (Suzhou) Co., Ltd. Wei Kuang Automatic Equipment Co., Ltd. Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. |
b b b b b b b b b |
Operating revenue Operating costs Operating costs Operating costs Operating costs Accounts receivable Account payable Account payable Receipts in advance |
31 667 243 242 1 35 747 242 17,006 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - - - - - |
| Number | Company Name | Counterparty | Flow of Transactions (Note 1) |
Transaction Details | Percentage to | ||
|---|---|---|---|---|---|---|---|
| Account | Amount | Transaction Terms | Consolidated | ||||
| Total Operating | |||||||
| Revenues or | |||||||
| Total Assets | |||||||
| 7 | Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. | Mou Kuan Technologies (Nanjin) Co., Ltd. | b | Operating revenue | \$ 952 |
Based on regular terms | - |
| Chroma Ate (Suzhou) Ltd. | b | Operating revenue | 341 | Based on regular terms | - | ||
| Mou Kuan Technologies (Nanjin) Co., Ltd. | b | Accounts receivable | 537 | Based on regular terms | - | ||
| 8 | Chroma Ate (Suzhou) Ltd. | Sajet System Technology (Suzhou) Co., Ltd. | b | Account payable | 1,674 | Based on regular terms | - |
| 9 | EVT Technology Co., Ltd. | Wei Da Electric Vehicle Co., Ltd. | a | Accounts receivable | 1,219 | Based on regular terms | - |
Note 1: a. From parent to subsidiary.
b. Between subsidiaries.
Note 2: The prices were determined after taking the selling and post-sale service expenses into consideration.
Note 3: The collection periods of about 12 months were longer than those for third parties.
(Concluded)