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FocalTech — Interim / Quarterly Report 2017
Dec 29, 2017
52342_rns_2017-12-29_7d3e5aa5-db0c-451d-9ad0-8ac456c2a0c0.pdf
Interim / Quarterly Report
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FocalTech Systems Co., Ltd. and Subsidiaries
Consolidated Financial Statements for the Six Months Ended June 30, 2017 and 2016
FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents(Note 6) Financial assets at fair value through profit or loss – current(Note 7) Available-for-sale financial assets - current (Note 8) Trade receivables, net(Note 9) Inventories(Note 10) Other financial assets(Note 11) Other current assets Total current assets NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Note 8) Financial assets measured at cost(Note 12) Property, plant and equipment(Note 14) Goodwill(Note 15) Other intangible assets(Note 16) Deferred tax assets Other non-current assets(Note 14and 31) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings(Note 17) Financial liabilities at fair value through profit or loss - current(Note 7) Trade payables(Note 19) Other payables(Note 20) Dividends payables(Note 22) Current tax liabilities(Note 4) Current portion of bonds payable(Note 18) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities Net defined benefit liabilities - non-current Guarantee deposits received Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY(Note 22 and 27) Share capital Ordinary shares Capital surplus Additional paid-in capital Treasury shares Changes in ownership interests in subsidiaries Employee share options Employee restricted shares Employee share options - expired Total capital surplus Retained earnings Legal reserve Undistributed earnings Total retained earnings Other equity Exchange differences from translating the financial statements of foreign operations Equity directly associated with non-current assets held for sale Unearned employee compensation Total other equity Treasury shares Equity attributable to owners of the company NON-CONTROLLING INTERESTS Total equity TOTAL |
June 30, 2017 Amount % $ 1,805,465 13 - - 21,330 - 1,176,486 8 3,471,575 24 2,172,137 15 195,675 2 8,842,668 62 268,038 2 76,050 - 1,353,872 9 3,237,268 23 238,492 2 138,359 1 129,499 1 5,441,578 38 $ 14,284,246 100 $ 608,400 4 - - 1,367,308 10 729,124 5 189,985 1 5,353 - - - 120,896 1 3,021,066 21 176,800 1 46,238 1 106,847 1 10,400 - 340,285 3 3,361,351 24 2,971,581 21 6,492,514 45 40,868 - 582 - 29,468 - 73,774 1 15,792 - 6,652,998 46 186,154 1 1,155,134 8 1,341,288 9 118,753 1 (1,425) - (31,190) - 86,138 1 (134,976) (1) 10,917,029 76 5,866 - 10,922,895 76 $ 14,284,246 100 |
December 31, 2016 Amount % $ 3,265,779 22 - - - - 1,334,499 9 2,537,657 17 2,304,897 15 123,117 1 9,565,949 64 175,839 1 80,625 - 112,096 1 3,237,268 22 202,982 1 136,369 1 1,446,203 10 5,391,382 36 $ 14,957,331 100 $ 645,000 4 - - 1,540,640 10 905,327 6 - - 8,858 - - - 63,080 1 3,162,905 21 185,983 1 46,386 1 113,275 1 10,400 - 356,044 3 3,518,949 24 2,965,344 20 6,468,819 43 40,305 - 582 - 27,578 - 73,797 1 14,765 - 6,625,846 44 165,045 1 1,335,160 9 1,500,205 10 433,584 3 (1,498) - (36,040) - 396,046 3 (62,992) (1) 11,424,449 76 13,933 - 11,438,382 76 $ 14,957,331 100 |
June 30, 2016 | |||
|---|---|---|---|---|---|---|
| Amount % $ 2,785,133 19 127,188 1 - - 1,436,403 10 2,736,633 19 3,306,821 23 180,671 1 10,572,849 73 - - 48,413 - 122,349 1 3,237,268 23 196,787 1 148,398 1 89,367 1 3,842,582 27 $ 14,415,431 100 $ 322,750 2 1,096 - 1,405,772 10 918,026 6 212,240 2 2,529 - 33,795 - 83,625 1 2,979,833 21 183,249 1 47,970 - 78,828 1 10,400 - 320,447 2 3,300,280 23 2,942,938 20 6,387,971 44 236 - - - 87,947 1 113,784 1 12,235 - 6,602,173 46 165,045 1 1,095,133 8 1,260,178 9 493,967 3 - - (51,498) - 442,469 3 (132,607) (1) 11,115,151 77 - - 11,115,151 77 $ 14,415,431 100 |
The accompanying notes are an integral part of the consolidated financial statements.
FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In Thousands of New Taiwan Dollars, Except Earnings (Losses) Per Share)
| REVENUE (Note 23) COSTS OF SALES (Note 10 and 24) GROSS MARGIN OPERATING EXPENSES (Note 21, 24, 29 and 31) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses OPERATING INCOME (LOSS) NON-OPERATING INCOME AND EXPENSES Finance costs (Note 24) Gain on financial assets and liabilities at fair value through profit or loss (Note 30) Other gains and losses - net Loss on disposal of property, plant and equipment Loss on foreign currency exchange Interest income Total non-operating income and expenses INCOME (LOSS) BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT (Note 4 and 25) NET INCOME (LOSS) OTHER COMPREHENSIVE INCOME Items that may be reclassified subsequently to profit or loss: Exchange differences from translating the financial statements of foreign operations |
For the Three Months EndedJune 30 | For the Three Months EndedJune 30 | For the Three Months EndedJune 30 | For theSix Months EndedJune 30 | For theSix Months EndedJune 30 | For theSix Months EndedJune 30 | For theSix Months EndedJune 30 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||||||||
| Amount % $ 2,597,421 100 (2,065,035) (80) 532,386 20 (118,915) (4 ) (74,570 ) (3 ) (332,346) (13) (525,831) (20) 6,555 - (2,375) - - - 3,015 - (27) - 10,839 - 17,219 1 28,671 1 35,226 1 (4,034) - 31,192 1 38,778 2 |
Amount $ 2,959,989 (2,379,903) 580,086 (117,650) (73,812) (303,444) (494,906) 85,180 (2,491 ) 15,790 (31,146 ) - (5,423 ) 21,391 (1,879) 83,301 (12,144) 71,157 (3,210 ) |
% 100 (80) 20 (4) (3 ) (10) (17) 3 - - (1 ) - - 1 - 3 (1) 2 - |
Amount $ 4,758,502 (3,728,154) 1,030,348 (222,808) (146,612) (638,297) (1,007,717) 22,631 (4,994) - 7,884 (27) (33,794 ) 33,093 2,162 24,793 (1,800) 22,993 (314,831 ) |
% 100 (78) 22 (5 ) (3 ) (13) (21) 1 - - - - (1 ) 1 - 1 - 1 (7 ) |
Amount % $ 5,268,556 100 (4,256,581) (81) 1,011,975 19 (220,648 ) (4 ) (146,855 ) (3 ) (651,885) (12) (1,019,388) (19) (7,413) - (7,254 ) - 17,882 - (29,036 ) (1 ) (1,986 ) - (28,082 ) (1 ) 34,605 1 (13,871) (1) (21,284 ) (1 ) (6,593) - (27,877) (1) (115,556 ) (2 ) (Continued) |
FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In Thousands of New Taiwan Dollars, Except Earnings (Losses) Per Share) (Reviewed, Not Audited)
| Unrealized loss on available-for-sale financial assets Total other comprehensive loss TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS (LOSSES) PER SHARE (Note 26) Basic Diluted |
For the Three Months EndedJune 30 | For the Three Months EndedJune 30 | For the Three Months EndedJune 30 | For theSix Months EndedJune 30 | For theSix Months EndedJune 30 | For theSix Months EndedJune 30 | For theSix Months EndedJune 30 | |||
|---|---|---|---|---|---|---|---|---|---|---|
| 2017 Amount % 156 - 38,934 2 $ 70,126 3 34,907 1 (3,715) - $ 31,192 1 73,841 3 (3,715) - $ 70,126 3 $ 0.12 $ 0.12 |
2016 | 2017 | % - (7) (6) 1 - 1 (6) - (6) |
2016 | ||||||
| Amount % - - (3,210) - $ 67,947 2 71,157 2 - - $ 71,157 2 67,947 2 - - $ 67,947 2 $ 0.24 $ 0.24 |
Amount 73 (314,758) $ (291,765) 31,060 (8,067) $ 22,993 (283,698) (8,067) $ (291,765) $ 0.11 $ 0.11 |
Amount - (115,556) $ (143,433) (27,877) - $ (27,877) (143,433) - $ (143,433) $ (0.1) $ (0.1) |
% - (2) (3) (1) - (1) (3) - (3) |
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$ |
$ | $ | $ | |||||||
| $ | $ | $ | $ | |||||||
| $ | $ | $ | $ | |||||||
The accompanying notes are an integral part of the consolidated financial statements
(Concluded)
FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)
(In Thousands of New Taiwan Dollars) |
|||||||
|---|---|---|---|---|---|---|---|
| BALANCE, JANUARY 1, 2016 Appropriation of 2015 earnings Legal reserve Cash dividends distributed by the Company Net loss for the six months ended June 30, 2016 Other comprehensive loss for the six months ended June 30, 2016, net of income tax Total comprehensive income (loss) for the six months ended June 30, 2016 Buy-back of ordinary shares (Note 22) Compensation cost of employee share options (Notes 22 and 27) Issue of ordinary shares under employee share options (Notes 22 and 27) Compensation cost of employee restricted shares (Notes 27) Cancellation of employee restricted shares (Notes 22) Dividend returned for unvested employee restricted shares BALANCE AT JUNE 30, 2016 BALANCE, JANUARY 1, 2017 Appropriation of 2016 earnings Legal reserve Cash dividends distributed by the Company Net income for the six months ended June 30, 2017 Other comprehensive loss for the six months ended June 30, 2017, net of income tax Total comprehensive income (loss) for the six months ended June 30, 2017 Buy-back of ordinary shares (Note 22) Treasury stock transferred to employees (Note 22 and 27) Compensation cost of employee share options (Note 22 and 27) Issue of ordinary shares under employee share options (Note 22 and 27) Compensation cost of employee restricted shares (Note 27) Cancellation of employee restricted shares (Note 22) Dividend return on unvested employee restricted shares BALANCE AT JUNE 30, 2017 |
Equity Attributable toOwners of theCompany | Non-controlling Total Interests $ 11,572,767 $ - - - (212,240) - (27,877) - (115,556) - (143,433) - (132,607) - 4,581 - 17,145 - 9,002 - (81) - 17 - $ 11,115,151 $ - $ 11,424,449 $ 13,933 - - (189,985) - 31,060 (8,067) (314,758) - (283,698) (8,067) (73,311) - 1,327 - 15,758 - 17,637 - 4,850 - (6) - 8 - $ 10,917,029 $ 5,866 |
Total Equity $ 11,572,767 - (212,240) (27,877) (115,556) (143,433) (132,607) 4,581 17,145 9,002 (81) 17 $ 11,115,151 $ 11,438,382 - (189,985) 22,993 (314,758) (291,765) (73,311) 1,327 15,758 17,637 4,850 (6) 8 $ 10,922,895 |
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| Share Capital Ordinary Shares Capital Surplus $ 2,933,299 $ 6,592,641 - - - - - - - - - - - - - 4,581 11,003 6,142 - - (1,364) (1,191) - - $ 2,942,938 $ 6,602,173 $ 2,965,344 $ 6,625,846 - - - - - - - - - - - - - - - 15,758 6,366 11,271 - - (129) 123 - - $ 2,971,581 $ 6,652,998 |
Retained Earnings Undistributed Legal Reserve Earnings $ 141,463 $ 1,358,815 23,582 (23,582) (212,240) - (27,877) - - - (27,877) - - - - - - - - - - - 17 $ 165,045 $ 1,095,133 $ 165,045 $ 1,335,160 21,109 (21,109) (189,985) - 31,060 - - - 31,060 - - - - - - - - - - - - - 8 $ 186,154 $ 1,155,134 |
Other Equity | Unearned Employee Compensation Treasury Shares $ (62,974) $ - - - - - - - - - - - - (132,607) - - - - 9,002 - 2,474 - - - $ (51,498) $ (132,607) $ (36,040) $ (62,992) - - - - - - - - - - - (73,311) - 1,327 - - - - 4,850 - - - - - $ (31,190) $ (134,976) |
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| Exchange Differences from Translating Financial Statement of Equity Directly Associated with Non-current Assets Foreign Operations Held for Sale $ 609,523 $ - - - - - - - (115,556) - (115,556) - - - - - - - - - - - - - $ 493,967 $ - $ 433,584 $ (1,498) - - - - - - (314,831) 73 (314,831) 73 - - - - - - - - - - - - - - $ 118,753 $ (1,425) |
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| Legal Reserve $ 141,463 23,582 - - - - - - - - - $ 165,045 $ 165,045 21,109 - - - - - - - - - - $ 186,154 |
The accompanying notes are an integral part of the consolidated financial statements.
FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax from continuing operation Adjustments for: Depreciation expenses Amortization expenses Gain on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Compensation cost of employee share options Compensation cost of employee restricted shares Loss on disposal of property, plant and equipment Write-down of inventories Unrealized loss (gain) on foreign currency exchange Loss on buy-back of bonds payable Changes in operating assets and liabilities Trade receivables Inventories Other current assets Trade payables Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale financial assets Purchase for property, plant and equipment Proceeds from disposal of property, plant and equipment Purchase of intangible assets Decrease(increase) in other financial assets Increase in other non-current assets Interest received Net cash generated from investing activities |
For the Six Months Ended June 30 |
For the Six Months Ended June 30 |
|
|---|---|---|---|
| 2017 $ 24,793 18,795 34,958 - 4,994 (33,093) 15,758 4,850 27 27,890 (7,862) - 133,773 (1,054,023) (67,959) (124,136) (144,386) 60,069 (148) (1,105,700) (4,372) (7,077) (1,117,149) (124,610) (11,729) - (75,111) 11,061 17,355 25,607 (157,427) |
2016 $ (21,284) 27,866 24,049 (17,882) 7,254 (34,605) 4,581 9,002 1,986 94,902 625 32,022 147,675 (306,593) (40,294) 443,103 (62,519) 14,654 (198) 324,344 (1,264) (6,112) 316,968 - (5,765) 500 (34,548) 1,918,411 (34,194) 43,408 1,887,812 (Continued) |
FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Repayments of bonds payable Decrease in guarantee deposits Issue of ordinary shares under employee share options Buy-back of ordinary shares Treasury stock transferred to employees Proceeds from dividend returned by unvested employee restricted shares Payment for cancellation of employee restricted shares Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
For the Six Months Ended June 30 |
For the Six Months Ended June 30 |
|
|---|---|---|---|
| 2017 - - (6,428) 17,637 (73,311) 1,327 8 (38) (60,805) (124,933) (1,460,314) 3,265,779 $ 1,805,465 |
2016 58,351 (990,326) (9,022) 17,145 (132,607) - 17 (343) (1,056,785) (53,303) 1,094,692 1,690,441 $ 2,785,133 |
The accompanying notes are an integral part of the consolidated financial statements.
(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)
FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES
1. GENERAL INFORMATION
FocalTech Systems Co., Ltd. (the “FocalTech” or the “Company”) was incorporated in the Republic of China (“ROC”) in January 2006 and moved to Hsinchu Science Park in April of the same year. The Company was formerly known as Orise Technology Co., Ltd. and renamed on January 17, 2015. The Company is mainly engaged in research, development, design, and sale of LCD Drive IC, and also provision of the related hardware and software application design, manufacturing, repairs and consulting service.
The shareholders’ meeting of the Company resolved to acquire FocalTech Corporation, Ltd. through a share swap, with the reference date of the acquisition and share swap on January 2, 2015. This Acquisition was comprehensively considered as a reverse merger, where FocalTech Corporation, Ltd. was treated as the acquirer and the Company as the acquiree.
The Company’s shares have been listed on the Taiwan Stock Exchange (“TSE”) since July 2007.
The consolidated financial statements are presented in the Company’s functional currency, New Taiwan dollars.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company’s board of directors on July 24, 2017.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC)(collectively, “IFRSs”).
Except the following items, the initial adoption in 2017 of the IFRSs and related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers above would not result in material impact on the Company’s accounting policies:
- 1) Amendment to IAS 36 “Recoverable Amount Disclosures for Non-financial Assets”
In issuing IFRS 13 “Fair Value Measurement”, the IASB made consequential amendment to the disclosure requirements in IAS 36 “Impairment of Assets”, introducing a requirement to disclose in every reporting period the recoverable amount of an asset or each cash-generating unit. The amendment clarifies that such disclosure of recoverable amounts is required only when an impairment loss has been recognized or reversed during the period. Furthermore, the Group is required to disclose the discount rate used in measurements of the recoverable amount based on fair value less costs of disposal measured using a present value technique.
- 2) Annual Improvements to IFRSs: 2010-2012 Cycle
Several standards including IFRS 2 “Share-based Payment”, IFRS 3 “Business Combinations” and IFRS 8 “Operating Segments” were amended in this annual improvement.
The amended IFRS 2 changes the definitions of “vesting condition” and “market condition” and adds definitions for “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 accounting treatments are different among the share-based payment agreements of “market condition,” “non-market condition,” and “non-vesting condition.” The amendment above would affect the accounting treatments of the share-based payment agreements from 2017.
IFRS 3 was amended to clarify that contingent consideration should be measured at fair value, irrespective of whether the contingent consideration is a financial instrument within the scope of IFRS 9 or IAS 39. Changes in fair value should be recognized in profit or loss.
The amended IFRS 8 requires an entity to disclose the judgments made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have “similar economic characteristics”. The amendment also clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s assets should only be provided if the segments’ assets are regularly provided to the chief operating decision-maker.
IFRS 13 was amended to clarify that the insurance of IFRS 13 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting, if the effect of not discounting is immaterial.
- 3) Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers
The amendments append several accounting items and requirements for disclosures of impairment of non-financial assets as a consequence of the IFRSs recognized by the FSC and applied from 2017. In addition, as a result of the implementation review of IFRSs in Taiwan, the amendments emphasize certain recognition and measurement considerations and add requirements for disclosures of related party transactions and goodwill.
The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president, or is the spouse or second degree relatives of the chairman of the board of directors or president of the Group are deemed to have a substantive related party relationship with the Group, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationship with whom the Group has significant transactions. If the transaction or balance with a specific related party is 10% or more of the Group’s respective total transaction or balance, such transaction should be separately disclosed by the name of each related party.
The disclosure is required if there is a significant difference between the following operation result and the expectation set on acquisition date.
The disclosures of related impairment of goodwill will be enhanced when the above amendments are retrospectively applied in 2017, please refer to Note 15.
- b. The IFRSs issued by the Regulations Governing the Preparation of Financial Reports by Securities Issuers and recognized by FSC with effective date starting 2018.
Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB (Note 1)
| New, Revised or Amended Standards and Interpretations | Announced by |
|---|---|
| Annual Improvements to IFRSs 2014-2016 Cycle | Note 2 |
| Amendments to IFRS 2 “Shared-Based Payment” | January 1, 2018 |
| IFRS 9 “Financial Instruments” | January 1, 2018 |
| Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of | January 1, 2018 |
| IFRS 9 and Transition Disclosures” | |
| IFRS 15 “Revenue from Contracts with Customers” | January 1, 2018 |
| Amendment to IFRS 15 “Clarifications to IFRS 15” | January 1, 2018 |
| Amendment to IAS 7 “Disclosure Initiative” | January 1, 2017 |
| Amendments to IAS 12 “Recognition of Deferred Tax Assets for | January 1, 2017 |
| Unrealized Losses” | |
| Amendments to IAS 40 “Transfers of investment property” | January 1, 2018 |
| IFRIC 22 “Foreign Currency Transactions and Advance | January 1, 2018 |
| Consideration” |
-
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 12 is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendment to IAS 28 is retrospectively applied for annual periods beginning on or after January 1, 2018.
-
1) IFRS 9 “Financial Instruments”
Recognition, measurement and impairment 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.
For the Group’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:
-
a) For debt instruments, if they are held within a business model whose objective is to collect the contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;
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b) For debt instruments, if they are held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.
Except for above, all other financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable election to measure an equity investment, which is not held for trading, in the fair value, 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 Group assessed the financial assets held on June 30, 2017, and decided that the unlisted share investment recognized as financial assets measured at cost will reclassify financial assets measured as fair value based on IFRS 9.
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.
The Group simplifies the approach to recognize trade receivables allowance by expected credit losses before collection. The Group evaluates to adjust the allowance of the investment on debt instruments by 12-month or full lifetime expected credit losses, determined by whether if there is a significant increase in the credit risk. In general, the Group anticipates that the application of the expected credit loss model of IFRS 9 may result in earlier recognition of credit losses for financial assets.
- 2) IFRS 15 “Revenue from Contracts with Customers” and the related amendments
IFRS 15 specifies the recognition principle of income generated from the customer contracts; also, the guidelines will replace IAS 18 “Income,” IAS 11 “Construction Contracts,” and related interpretations.
The Consolidated Company after adopting IFRS 15 has income recognized according to 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.
The Group elects to retrospectively apply IFRS 15 for the contracts that won’t be completed on January 1, 2018 and reflect the cumulative effect in the retained earnings.
In addition, the Group will disclose the difference between applying IFRS 15 and current standards in 2018.
- 3) IFRIC 22 “Foreign Currency Transactions and Advance Consideration”
IAS 21 stipulated that a foreign currency transaction shall be recorded in the functional currency by the spot exchange rate at the date of the transaction. IFRIC 22 further explains that the transaction date is the date on which an entity recognizes payment or receipt of advance consideration for a non-monetary asset or non-monetary liability. If there are multiple payments or receipts in advance, the entity shall discriminate the date of the transaction for each payment or receipt of advance
consideration respectively.
The Company will first apply IFRIC 22 prospectively to all assets, expenses and income from and after the reporting period of January1,2018.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.
- c. New IFRSs in issue but not yet endorsed by the FSC
| New IFRSs in issue but not yet endorsed by the FSC | |
|---|---|
| New, Revised or Amended Standards and Interpretations Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 16 “Leases” IFRS 17 “Insurance Contracts” IFRIC 23 “Uncertainty over Income Tax Treatments” |
Effective Date Announced by IASB (Note 1) |
| To be determined by IASB January 1, 2019 January 1, 2021 January 1, 2019 |
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
1) IFRS 16 “Leases”
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.
Under IFRS 16, if the Company is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Company may elect to apply the accounting method similar to the accounting for operating lease under IAS 17 to the low-value and short-term leases. On the consolidated statements of comprehensive income, the Company should present the depreciation expense charged on the right-of-use asset separately from interest expense accrued on the lease liability; interest is computed by using effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of the lease liability are classified within financing activities; cash payments for interest portion are classified within operating activities.
The application of IFRS 16 is not expected to have a material impact on the accounting of the Company as lessor.
When IFRS 16 becomes effective, the Company may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.
2) IFRIC 23 “Uncertainty over Income Tax Treatments”
IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Company should assume that the taxation authority will have full knowledge of all related information when making related examinations. If the Company concludes that it is probable that the taxation authority will accept the Company declaration, the Company’s financial statements should reflect consistently with its income tax filing, using the same assumptions regarding the taxable income, tax bases, unused loss credits, unused tax credits or tax rates. If it is not probable to be accepted by the taxation authority, the Company should make estimates using either the most likely amount or the
expected value of the tax treatment, depending on which method could come out the better prediction to the resolution of the uncertainty. The Company has to reassess its judgments and estimates if facts and circumstances change.
The Company shall either retrospectively apply IFRIC 23 and restate each prior reporting period presented, and, if this is possible without the use of hindsight, or retrospectively recognize the cumulative effect initially on the beginning of the reporting period in which the Company first applies IFRIC23.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and IAS 34 “Interim Financial Reporting” as endorsed by the FSC. Disclosure information included in these interim consolidated financial statements is less than the disclosure information required in a complete set of annual financial statements.
b. Basis of Preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments and net defined benefit liability (i.e. present value of defined benefit obligation minus fair value of plan assets) that are measured at fair values, as explained in the accounting policies below.
The evaluation of fair value could be classified into Degree 1 to Degree 3 by the observable intensity and importance of related input value:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
3) Level 3 inputs are unobservable inputs for the asset or liability.
-
c. Basis of consolidation
About the detail information, holding percentages, and main business of the subsidiaries, please refer to Note 13.
- d. Other significant accounting policies
Except for the following, the accounting policies applied in the consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2016.
1) Retirement benefit costs
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.
2) Taxation
Income tax expense represents the sum of the tax currently 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
Except for the following, the uncertainty of critical accounting judgments, estimations and assumptions applied are consistent with those in the consolidated financial statements for the year ended December 31, 2016.
Income taxes
As of June 30, 2017, December 31, 2016, and June 30, 2016, no deferred tax liabilities has been recognized on earnings of the subsidiaries of $4,092,673 thousand, $4,328,808 thousand, and $4,258,527 thousand, respectively, due to the dividend policy of the subsidiaries was approved by the Company, the reversal of temporary differences of earning of the subsidiaries would be control and it’s probable that the temporary differences will not reverse in the foreseeable future.
6. CASH AND CASH EQUIVALENTS
| CASH AND CASH EQUIVALENTS | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| June 30, 2017 | 2016 |
June 30, 2016 | ||||
| Cash on hand | $ | 1,978 |
$ | 4,321 |
$ | 2,234 |
| Checking accounts and demand deposits | 743,616 | 1,343,883 | 2,079,046 | |||
| Cash equivalent (fixed deposit with original | ||||||
| maturities less than three months) | 1,059,871 |
1,917,575 |
703,853 | |||
| $ | 1,805,465 |
$ | 3,265,779 |
$ | 2,785,133 |
The market rate intervals of cash in bank at the end of the reporting period were as follows:
| December | 31, | ||||
|---|---|---|---|---|---|
| June 30, 2017 | 2016 |
June 30, 2016 | |||
| Demand deposits | 0.001%-0.35% | 0.001%-0.35% | 0.001%-0.35% | ||
| Fixed deposits | 0.6%-3.3% | 0.2%-6% | 0.3%-1.3% | ||
| FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS | |||||
| December | 31, | ||||
| June 30, 2017 | 2016 |
June 30, 2016 | |||
| Financial assets at FVTPL-current | |||||
| Financial assets designated as at FVTPL | |||||
| Credit-linked structured note | $ - |
$ | - |
$ 127,188 | |
| Financial liabilities at FVTPL-current | |||||
| Financial liabilities held for trading | |||||
| Convertible option of convertible bonds | $ - |
$ | - |
$ 1,096 |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
8. AVAILABLE-FOR-SALE FINANCIAL ASSETS
| December | December | 31, | |||||
|---|---|---|---|---|---|---|---|
| June 30, 2017 | 2016 | June 30, 2016 | |||||
| Current | |||||||
| Foreign investments | |||||||
| Fixed income bonds | $ | 21,330 |
$ | - |
$ | - | |
| Non-current | |||||||
| Foreign investments | |||||||
| Fixed income bonds | $ | 268,038 |
$ | 175,839 |
$ | - |
In July 2016, the Group bought fixed income bonds, with the yield rates between 1.708% and 3.0168%. The maturity dates were of January 20, 2018 and November 30, 2020, respectively.
Available-for-sale financial assets were not been pledged as a collateral.
9. TRADE RECEIVABLES, NET
| December 31, | ||||
|---|---|---|---|---|
| June 30, 2017 | 2016 |
June 30, 2016 | ||
| Trade | receivables | $ 1,279,914 |
$ 1,444,149 |
$ 1,546,138 |
| Less: | Allowance for doubtful accounts | (103,428) |
(109,650) |
(109,735) |
| Trade | receivables, net | $ 1,176,486 |
$ 1,334,499 |
$ 1,436,403 |
The average credit period on sales of goods was 60-120 days. No interest was charged on trade receivables. In determining the recoverability of a trade receivable, the Group considered any change in the credit quality of the trade receivable since the date credit was initially granted to the end of the reporting period. Allowance for impairment loss were recognized based on estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.
For the trade receivables balances that were past due at the end of the reporting period, the Group did not recognize an allowance for impairment loss, because there was not a significant change in credit quality and the amounts were still considered recoverable. The Group did not hold any collateral or other credit enhancements for these balances.
The aging of receivables that were past due but not impaired was as follows:
| December 31, | December 31, | |||
|---|---|---|---|---|
| June 30, 2017 | 2016 |
June 30, 2016 | ||
| Less than 60 days | $ 12,780 | $ | 3,053 |
$ 11,148 |
| 61-180 days | - | - | - | |
| More than 180 days | 13,587 |
19,634 | 13,307 |
|
| $ 26,367 | $ | 22,687 | $ 24,455 |
The above aging schedule was based on the past due date from end of credit term.
The movements of the allowance for doubtful trade receivables were as follows:
| Individually | Collectively | ||||
|---|---|---|---|---|---|
| Assessed for | Assessed for | ||||
| Impairment | Impairment | Total | |||
| Balance at January 1, 2016 | $ 111,605 | $ - | $ 111,605 | ||
| Foreign exchange translation | (1,870) |
- |
(1,870) | ||
| Balance at June 30, 2016 | $ 109,735 | $ - | $ 109,735 | ||
| Individually | Collectively | ||||
| Assessed for | Assessed for | ||||
| Impairment | Impairment | Total | |||
| Balance at January 1, 2017 | $ 109,650 | $ - | $ 109,650 | ||
| Foreign exchange translation | (6,222) |
- |
(6,222) | ||
| Balance at June 30, 2017 | $ 103,428 | $ - | $ 103,428 | ||
| 10. INVENTORIES | |||||
| December 31, | |||||
| June 30, 2017 | 2016 |
June 30, 2016 | |||
| Finished goods | $ 1,045,227 |
$ | 920,412 |
$ | 996,962 |
| Work in progress | 1,187,498 | 874,762 | 601,711 | ||
| Raw materials and supplies | 1,238,850 |
742,483 |
1,137,960 | ||
| $ 3,471,575 |
$ | 2,537,657 |
$ | 2,736,633 |
The cost of goods sold included inventory write-downs for the three months ended June 30, 2017 and 2016, and for the six months ended June 30, 2017 and 2016 was $15,029 thousand, $32,514 thousand, $27,890 thousand and $94,902 thousand, respectively.
11. OTHER FINANCIAL ASSETS
| OTHER FINANCIAL ASSETS | |||
|---|---|---|---|
| December 31, | |||
| June 30, 2017 | 2016 |
June 30, 2016 | |
| Time deposits with original maturities more than | |||
| three months |
$ 2,172,137 |
$ 2,304,897 |
$ 3,306,821 |
As of June 30, 2017, December 31, 2016 and June 30, 2016, the market rate intervals of time deposits with original maturities more than three months were 0.90%-4.30%, 0.40%-2.20% and 0.36%-3.32%, respectively.
12. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT
| December 31, | |||
|---|---|---|---|
| June 30, 2017 | 2016 |
June 30, 2016 | |
| Foreign unlisted preferred shares | $ 45,630 | $ 48,375 | $ 48,413 |
| Private Funds | 30,420 |
32,250 |
- |
| $ 76,050 | $ 80,625 | $ 48,413 |
Management believed that the above investments held by the Group, whose fair value cannot be reliably measured due to the range of reasonable fair value estimates was so significant; therefore they were measured at cost less impairment at the end of reporting period.
Financial assets measured at cost were not pledged as collateral.
13. SUBSIDIARIES
Details of the Group’s subsidiaries included in the consolidated financial statements were as follows:
| Investor Investee Main Businesses FocalTech Systems Co., Ltd. FocalTech Corporation, Ltd. Investment activity FocalTech Electronics, Ltd. Research, development, manufacturing and sale of integrated circuits FocalTech Smart Sensors Co., Ltd. Research, development, manufacturing and sale of integrated circuits FocalTech Corporation, Ltd. FocalTech Systems, Inc. Investment activity FocalTech Systems, Inc. FocalTech Systems, Ltd. Research, development, manufacturing and sale of integrated circuits FocalTech Systems, Ltd. FocalTech Systems (Shenzhen) Co., Ltd. Design and research of integrated circuits FocalTech Electronics Co., Ltd. Import and export of integrated circuits FocalTech Electronics, Ltd. FocalTech Electronics (Shanghai) Co., Ltd. Sales support and post-sales service for affiliates’ IC products FocalTech Electronics (Shenzhen) Co., Ltd. Design and research of integrated circuits Hefei PineTech Electronics Co., Ltd. Research, development, manufacturing and sale of integrated circuits |
Proportion ofOwnership |
|---|---|
| June 30, 2017 December 31, 2016 June 30, 2016 100% 100% 100% 100% 100% 100% 69% 69% (a) 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% b b |
-
a. FocalTech Smart Sensors Co., Ltd. was incorporated in July 2016, 100% owned by the Group. The Group’s holding diluted to 69% after the capital injection in November 2016.
-
b. The Group has the power to appoint and remove the majority of the board of directors and has the power to control the activities of Hefei PineTech Electronics Co., Ltd. before the share acquisition by the Group; therefore, Hefei PineTech Electronics Co., Ltd. is identified as a subsidiary of the Group. Hefei PineTech Electronics Co., Ltd. was 100% owned by the Group after share acquisition in 2017.
As of June 30, 2017 and 2016, the immaterial subsidiaries of the Group included FocalTech Smart Sensors Co., Ltd., FocalTech Electronics Co., Ltd., FocalTech Systems (Shenzhen) Co., Ltd., FocalTech Electronics (Shenzhen) Co., Ltd., FocalTech Electronics (Shanghai) Co., Ltd. and Hefei PineTech Electronics Co., Ltd. The financial statements of the immaterial subsidiaries had not been reviewed by the auditers.
As of June 30, 2017 and 2016, the total amounts of assets of the immaterial subsidiaries were $1,924,597 thousand, and $1,894,348 thousand, 13% and 13% of total consolidated assets, respectively. The total amounts of liabilities were $541,434 thousand, and $444,028 thousand, 16% and 13% of total consolidated liabilities, respectively. For the three months ended June 30, 2017 and 2016, and for the six months ended June 30, 2017 and 2016, the total immaterial subsidiaries comprehensive income (loss) has been recognized $15,176 thousand, ($27,810) thousand, ($81,848) thousand, and ($41,412) thousand, that held 22%, (41%), 28%, and 29% in the consolidated statements of comprehensive income (loss), respectively.
14. PROPERTY, PLANT AND EQUIPMENT
Cost Balance at January 1, 2016 Additions Disposals Effect of foreign currency exchange differences Balance at June 30, 2016 Accumulated depreciation Balance at January 1, 2016 Depreciation Disposals Effect of foreign currency exchange differences Balance at June 30, 2016 Carrying amounts at June 30, 2016 Cost Balance at January 1, 2017 Additions Disposals Effect of foreign currency exchange differences Reclassification Balance at June 30, 2017 Accumulated depreciation Balance at January 1, 2017 Depreciation Disposals Effect of foreign currency exchange differences Balance at June 30, 2017 Carrying amounts at December 31, 2016 and January 1, 2017 Carrying amounts at June 30, 2017 |
Buildings Development Equipment $ 37,600 $ 195,807 - 2,781 - (8,076) - (2,910) $ 37,600 $ 187,602 $ 1,184 $ 124,836 418 19,383 - (8,076) - (2,168) $ 1,602 $ 133,975 $ 35,998 $ 53,627 $ 37,600 $ 159,892 - 5,157 - (608) 7,206 (4,623) 1,243,251 - $ 1,288,057 $ 159,818 $ 2,020 $ 109,056 418 11,513 - (605) - (3,707) $ 2,438 $ 116,257 Buildings Development Equipment $ 35,580 $ 50,836 $ 1,285,619 $ 43,561 |
Office Equipment $ 14,258 610 (71) (382) $ 14,415 $ 7,243 1,028 (24) (196) $ 8,051 $ 6,364 $ 14,180 100 (29) (333) - $ 13,918 $ 8,839 993 (5) (188) $ 9,639 Office Equipment $ 5,341 $ 4,279 |
Information Equipment $ 37,443 2,720 - (1,302) $ 38,861 $ 18,205 2,669 - (659) $ 20,215 $ 18,646 $ 38,730 2,917 - (1,147) - $ 40,500 $ 22,142 2,686 - (631) $ 24,197 Information Equipment $ 16,588 $ 16,303 |
Leasehold Improve- ments $ 42,362 - (5,109) (600) $ 36,653 $ 27,814 4,368 (2,670) (573) $ 28,939 $ 7,714 $ 35,956 3,555 - (506) - $ 39,005 $ 32,205 3,185 - (495) $ 34,895 Leasehold Improve- ments $ 3,751 $ 4,110 |
Total $ 327,470 6,111 (13,256) (5,194) $ 315,131 $ 179,282 27,866 (10,770) (3,596) $ 192,782 $ 122,349 $ 286,358 11,729 (637) 597 1,243,251 $ 1,541,298 $ 174,262 18,795 (610) (5,021) $ 187,426 Total $ 112,096 $ 1,353,872 |
|---|---|---|---|---|---|
FocalTech Systems (Shenzhen) Co., Ltd. prepaid RMB 292,408 thousand (tax included) in 2016 for the office building, recorded as other non-current assets. The Group reclassified as Buildings and other non-current assets after obtaining official registration and related documents in the 2[nd] quarter of 2017.
Property, plant and equipment were depreciated on a straight-line basis over the estimated useful lives as follows:
Buildings 45-50 years Development equipment 3-5 years Office equipment 3-5 years Information equipment 3-5 years Leasehold improvements 1-5 years
Property, plant and equipment have not been pledged as collateral for bank borrowings.
15. GOODWILL
| GOODWILL | |||
|---|---|---|---|
| December 31, | |||
| June 30, 2017 | 2016 |
June 30, 2016 | |
| Cost | $ 3,237,268 |
$ 3,237,268 |
$ 3,237,268 |
The reverse merger by FocalTech Corporation, Ltd. on January 2, 2015, with the goodwill of 3,237,268, could bring in the synergy of integration of LCD driver and touch controller under the industry trend. IDC (Integrated Driver Controller) revenue and profit was lower than expected due to longer design-in schedule in panel makers, more complicated verification items for Brand customers and more time to lean the process for the supply chain…etc,. The recoverable amount from IDC (Integrated Driver Controller) still exceeded the carrying value so the Company did not recognize any impairment for the goodwill.
The recoverable amount is calculated by IDC projected net cash flows, discounted at 9.57%, under the assumptions of management team judgments and historical experiences with regard to future growth rates and market shares of smartphone, gross margins and forecasted operating expenses.
16. OTHER INTANGIBLE ASSETS
| Licenses | Licenses | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| and | |||||||||
| Franchises | Software |
Patents |
Trademark | Total | |||||
| Cost | |||||||||
| Balance at January 1, 2016 |
$ | 62,741 | $ | 60,367 | $ | 76,744 |
$ | 74,000 | $ 273,852 |
| Additions | 2,441 | 46,556 | - | - | 48,997 |
||||
| Effect of foreign currency | |||||||||
| exchange differences |
(872) |
(1,602) | (10) |
- |
(2,484) |
||||
| Balance at June 30, 2016 |
$ | 64,310 |
$ | 105,321 | $ | 76,734 |
$ | 74,000 |
$ 320,365 |
| Accumulated amortization | |||||||||
| Balance at January 1, 2016 |
$ | 50,675 | $ | 34,907 | $ | 8,051 |
$ | 7,400 | $ 101,033 |
| Amortization expense | 5,777 | 10,679 | 3,893 | 3,700 | 24,049 |
||||
| Effect of foreign currency | |||||||||
| exchange differences |
(833) |
(661) | (10) |
- |
(1,504) |
||||
| Balance at June 30, 2016 |
$ | 55,619 |
$ | 44,925 | $ | 11,934 |
$ | 11,100 |
$ 123,578 |
| Carrying amounts at June 30, | |||||||||
| 2016 |
$ | 8,691 |
$ | 60,396 | $ | 64,800 |
$ | 62,900 |
$ 196,787 |
| Cost | |||||||||
| Balance at January 1, 2017 |
$ | 66,668 | $ | 141,943 | $ | 76,723 |
$ | 74,000 | $ 359,334 |
| Additions | 62,994 | 12,117 | - | - | 75,111 |
||||
| Effect of foreign currency | |||||||||
| exchange differences |
(3,509) |
(7,572) | (10) |
- |
(11,091) |
||||
| Balance at June 30, 2017 |
$ | 126,153 |
$ | 146,488 | $ | 76,713 |
$ | 74,000 |
$ 423,354 |
| Accumulated amortization | |||||||||
| Balance at January 1, 2017 |
$ | 60,058 | $ | 65,679 | $ | 15,815 |
$ | 14,800 | $ 156,352 |
| Amortization expense | 7,681 | 19,684 | 3,893 | 3,700 | 34,958 |
||||
| Effect of foreign currency | |||||||||
| exchange differences |
(2,982) |
(3,457) | (9) |
- |
(6,448) |
||||
| Balance at June 30, 2017 |
$ | 64,757 |
$ | 81,906 | $ | 19,699 |
$ | 18,500 |
$ 184,862 |
| Carrying amounts at | |||||||||
| December 31, 2016 and | |||||||||
| January 1, 2017 |
$ | 6,610 |
$ | 76,264 | $ | 60,908 |
$ | 59,200 |
$ 202,982 |
| Carrying amounts at June 30, | |||||||||
| 2017 |
$ | 61,396 |
$ | 64,582 | $ | 57,014 |
$ | 55,500 |
$ 238,492 |
| Other intangible assets were amortized on a straight-line basis | over the estimated useful lives as follows: | ||||||||
| Licenses and franchises | 3-5 years | ||||||||
| Software | 1-5 years | ||||||||
| Patents | 7-10 years | ||||||||
| Trademark | 10 years |
17. BORROWINGS
| 17. | BORROWINGS | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| December | 31, | ||||||||
| June 30, 2017 | 2016 | June 30, 2016 | |||||||
| Unsecured bank loans | |||||||||
| Amount | $ | 608,400 |
$ | 645,000 |
$ | 322,750 | |||
| Annual interest rate | 1.59% | 1.80%-1.85% | 1.14% | ||||||
| 18. | BONDS PAYABLE | ||||||||
| December | 31, | ||||||||
| June 30, 2017 | 2016 | June 30, 2016 | |||||||
| Domestic 1st unsecured convertible bonds | $ | - |
$ | - |
$ | 34,900 |
|||
| Less: Discounts on bonds payable | - | - | (1,105) | ||||||
| Less: Current portion | - |
- |
(33,795) | ||||||
| $ | - |
$ | - |
$ | - |
The bond liability was fully settled during 2016, referring to Note 18 of the consolidated financial statements for the year ended December 31, 2016 for the detail..
The Company bought back 2,505 sheets of the bonds from the market during 2[nd] quarter in 2016. Besides, the Company was requested to buy back 7,108 sheets by the bondholder at 103.3% of the par value on June 17, 2016. The total payment for buy-back from the market and put option exercised by the bondholders was $990,326 thousand and the Company recognized the loss of $32,022 thousand.
19. TRADE PAYABLES
| TRADE PAYABLES | |||
|---|---|---|---|
| December 31, | |||
| June 30, 2017 | 2016 |
June 30, 2016 | |
| Trade payables | $ 1,367,308 |
$ 1,540,640 |
$ 1,405,772 |
The average credit period on purchases was 30-60 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
20. OTHER PAYABLES
| December 31, | ||||
|---|---|---|---|---|
| June 30, 2017 | 2016 |
June 30, 2016 | ||
| Payable | for rebates | $ 275,237 |
$ 367,744 |
$ 371,201 |
| Payable | for salaries and bonus | 321,657 | 384,011 | 372,889 |
| Payable | for labor, health and social insurance | 16,037 | 14,601 | 16,050 |
| Reserve | for litigations | 64,193 | 73,040 | 81,184 |
| Payable | for professional services and others | 52,000 |
65,931 |
76,702 |
| $ 729,124 |
$ 905,327 |
$ 918,026 |
21. RETIREMENT BENEFIT
Employee benefit expenses in respect of the Group’s defined benefit retirement plans were $206 thousand and $236 thousand, $437 thousand and $473 thousand for the three months ended June 30, 2017 and 2016, and six months ended June 30, 2017 and 2016, respectively, and were calculated using the actuarially determined pension cost discount rate as of December 31, 2016 and 2015.
22. EQUITY
- a. Share capital
Ordinary shares (NT$10 par value per share)
| Ordinary shares (NT$10 par value per share) | |||
|---|---|---|---|
| December 31, | |||
| June 30, 2017 | 2016 |
June 30, 2016 | |
| Numbers of shares authorized (in thousands) | 500,000 |
500,000 |
500,000 |
| Shares authorized |
$ 5,000,000 |
$ 5,000,000 |
$ 5,000,000 |
| Number of shares issued and fully paid (in | |||
| thousands) |
297,158 |
296,534 |
294,294 |
| Shares issued |
$ 2,971,581 |
$ 2,965,344 |
$ 2,942,938 |
b. Capital surplus
| BALANCE, JANUARY 1, 2016 Compensation cost of employee share options Issue of ordinary shares under employee share options Employee Share Options -Expired Cancellation of employee restricted stock BALANCE AT JUNE 30, 2016 BALANCE, JANUARY 1, 2017 Treasury Stock transferred to Employees Compensation cost of employee share options Issue of ordinary shares under employee share options Employee share options expired Cancellation of employee restricted stock BALANCE AT JUNE 30, 2017 |
Additional Paid-in Capital (1) |
Treasury Shares (1) |
Changes in ownership interests in subsidiaries (2) |
Employee Share Options (3) |
Employee Restricted Shares (3) |
Employee Share Options -Expired (2) |
Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $6,362,250 - 24,697 - 1,024 $6,387,971 $6,468,819 - - 23,549 - 146 $ 6,492,514 |
$ 236 - - - - $ 236 $ 40,305 563 - - - - $ 40,868 |
$ - - - - - $ - $ 582 - - - - - $ 582 |
$ 103,350 4,581 (18,555) (1,429) - $ 87,947 $ 27,578 (563 ) 15,758 (12,278 ) (1,027) - $ 29,468 |
$ 115,999 - - - (2,215) $ 113,784 $ 73,797 - - - - (23) $ 73,774 |
$ 10,806 - - 1,429 - $ 12,235 $ 14,765 - - - 1,027 - $ 15,792 |
$6,592,641 4,581 6,142 - (1,191) $ 6,602,173 $6,625,846 - 15,758 11,271 - 123 $ 6,652,998 |
-
1) This type of capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or converted to share capital (at a certain percentage of the Company’s capital surplus annually).
-
2) This type of capital surplus may be used to offset a deficit.
-
3) This type of capital surplus cannot be used for any purposes.
-
c. Retained earnings and dividend policy
In accordance with the amendments to the Company Act in May 2015, the recipients of dividends are limited to shareholders and do not include employees. The consequential amendments to the Company’s Articles of Incorporation had been resolved by the shareholders’ meeting on June 22, 2016.
Under the Company’s Articles of Incorporation, in the allocation of the net profits for each fiscal year, the Company should first offset its deficits in previous years and then set aside a legal reserve at 10% of the remaining profits until the accumulated legal capital reserve equals total capital. After deducting the legal reserve and any special reserve as required by laws or related regulations.
Any balance, the distribution of earnings is proposed by the board of directors for approval at the stockholders’ meeting. For the comparison of the original and amended of the “Articles of Incorporation” about the accrual basis of the employees’ compensation and remuneration to directors, please refer to Note 24(c).
Considering current and future development plans, investment conditions, capital requirements, and market competition situations, and shareholder benefits, The Company would appropriate the dividends to the shareholders not less than 10% of the current year’s earnings. The dividends could be paid in cash or shares. The cash portion should be equal or more than 10% of the total dividends. It is allowed not to distribute any cash dividend if the cash amount per share is less than NT 0.5.
Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
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 Company.
The appropriations of earnings for 2016 and 2015 had approved in the shareholders’ meetings on June 14, 2017 and June 22, 2016, respectively.
| Legal reserve Cash dividends |
Appropriation of Earnings For the Year Ended December 31 2016 2015 $ 21,109 $ 23,582 189,985 212,240 |
Dividends Per Share |
|---|---|---|
| For the Year Ended December 31 |
||
| 2016 2015 $ 0.64 $ 0.7222 |
- d. Treasury shares
| Treasury shares | |
|---|---|
| Shares | |
| (In Thousands) | |
| Number of shares at January 1, 2016 | - |
| Increase during the period | 5,000 |
| Number of shares at June 30, 2016 | 5,000 |
| Number of shares at January 1, 2017 | 2,376 |
| Increase during the period | 2,190 |
| Decrease during the period | (50) |
| Number of shares at June 30, 2017 | 4,516 |
Please refer to Note 27 (d) for the detailed information in The 2[nd] Shares Buy Back Program.
The treasury shares held by the company cannot be pledged and no dividend and voting right is attached in accordance with the Regulations of Securities and Exchange Act.
23. REVENUE
| IC for portable devices Others 24. NET INCOME (LOSS) a. Finance costs Interest on bank loans Interest on deposits Interest on convertible bonds b. Depreciation and amortization Property, plant and equipment Intangible assets An analysis of depreciation and amortization by function Operating expenses Operating costs |
For the Three Months Ended June 30 2017 2016 $2,597,421 $2,943,854 - 16,135 $2,597,421 $2,959,989 For the Three Months Ended June 30 2017 2016 $ 2,375 $ 168 - - - 2,323 $ 2,375 $ 2,491 For the Three Months Ended June 30 2017 2016 $ 8,846 $ 13,645 18,390 12,603 $ 27,236 $ 26,248 $ 24,921 $ 20,234 2,315 6,014 $ 27,236 $ 26,248 |
For the Three Months Ended June 30 2017 2016 $2,597,421 $2,943,854 - 16,135 $2,597,421 $2,959,989 For the Three Months Ended June 30 2017 2016 $ 2,375 $ 168 - - - 2,323 $ 2,375 $ 2,491 For the Three Months Ended June 30 2017 2016 $ 8,846 $ 13,645 18,390 12,603 $ 27,236 $ 26,248 $ 24,921 $ 20,234 2,315 6,014 $ 27,236 $ 26,248 |
For the Six Months Ended June 30 |
For the Six Months Ended June 30 |
|
|---|---|---|---|---|---|
| 2017 2016 $4,758,502 $5,250,737 - 17,819 $4,758,502 $5,268,556 For the Six Months Ended June 30 |
|||||
| 2017 2016 $ 4,639 $ 927 355 74 - 6,253 $ 4,994 $ 7,254 For the Six Months Ended June 30 |
|||||
| 2017 $ 8,846 18,390 $ 27,236 $ 24,921 2,315 $ 27,236 |
2017 $ 18,795 34,958 $ 53,753 $ 48,729 5,024 $ 53,753 |
2016 $ 27,866 24,049 $ 51,915 $ 39,472 12,443 $ 51,915 |
c. Employee benefits expense
| Post-employment benefits Defined contribution plans Defined benefit plans (Note 21) Share-based payments (Note 27) Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Three Months Ended June 30 2017 2016 $ 6,657 $ 6,755 206 236 10,913 7,021 336,829 331,424 $ 354,605 $ 345,436 $ 28,777 $ 30,046 325,828 315,390 $ 354,605 $ 345,436 |
For the Three Months Ended June 30 2017 2016 $ 6,657 $ 6,755 206 236 10,913 7,021 336,829 331,424 $ 354,605 $ 345,436 $ 28,777 $ 30,046 325,828 315,390 $ 354,605 $ 345,436 |
For the Six Months Ended June 30 |
For the Six Months Ended June 30 |
|
|---|---|---|---|---|---|
| 2017 $ 6,657 206 10,913 336,829 $ 354,605 $ 28,777 325,828 $ 354,605 |
2017 $ 12,986 437 20,608 659,250 $ 693,281 $ 56,698 636,583 $ 693,281 |
2016 $ 13,339 473 13,583 659,568 $ 686,963 $ 40,005 646,958 $ 686,963 |
The Company arranges to distribute employees’ compensation and remuneration to directors at the rates no less than 1% and no higher than 1.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration to directors.
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 bonuses to employees and remuneration to directors for 2016 and 2015 were resolved by the board of directors on February 24, 2017 and February 26, 2016, respectively as follows:
| Employees’ compensation Remuneration of directors |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2016 Cash $ 60,075 645 |
2015 | |
| Cash $ 51,049 635 |
There was no difference between the amounts of the employees’ compensation and the remuneration to directors paid and recognized in the consolidated financial statements for the year ended December 31, 2016 and 2015.
Information on the employees’ compensation and remuneration to directors resolved by the Company’s board of directors in 2017 and 2016 are available on the Market Observation Post System website of the Taiwan Stock Exchange.
25. INCOME TAXES
a. Major components of tax expense recognized in profit or loss:
| For the Three Months Ended June 30 2017 2016 Current tax In respect of the current period $ 110 $ 6,212 Adjustments for prior periods - - 110 6,212 Deferred tax In respect of the current period 3,924 5,932 Income tax expense recognized in profit or loss $ 4,034 $ 12,144 b. The Company’s integrated income tax June 30, 2017 Imputation credit account $ 51,955 Creditable ratio for distribution of earnings |
For the Three Months Ended June 30 |
For the Six Months Ended June 30 2017 2016 $ 3,643 $ 6,709 249 - 3,892 6,709 (2,092) (116) $ 1,800 $ 6,593 December 31, 2016 June 30, 2016 $ 51,706 $ 62,742 For the Year Ended December 31 |
For the Six Months Ended June 30 |
|
|---|---|---|---|---|
| 2016 2015 3.89% 4.68% |
c. Income tax assessments
The Company and FocalTech Electronics Co., Ltd.’s tax returns until 2014 have been assessed by the tax authorities.
26. EARNINGS PER SHARE
| EARNINGS PER SHARE | |||||
|---|---|---|---|---|---|
| Basic earnings (loss) per share Diluted earnings (loss) per share |
For the Three Months Ended June 30 2017 2016 $ 0.12 $ 0.24 $ 0.12 $ 0.24 |
Unit: NT$ Per Share For the Six Months Ended June 30 |
|||
| 2017 $ 0.12 $ 0.12 |
2017 $ 0.11 $ 0.11 |
2016 $ (0.10) $ (0.10) |
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:
Net Income for the Period
| Net Income for the Period | |||
|---|---|---|---|
| For the Three Months Ended June 30 For the Six Months Ended June 30 2017 2016 2017 2016 Earnings used in the computation of basic earnings per share $ 34,907 $ 71,157 $ 31,060 $ (27,877) Effect of potentially dilutive ordinary shares after tax: Convertible bonds - - - - Earnings (loss) used in the computation of diluted earnings per share $ 34,907 $ 71,157 $ 31,060 $ (27,877) Weighted Average Number of Ordinary Shares Outstanding (In Thousand Shares) For the Three Months Ended June 30 For the Six Months Ended June 30 2017 2016 2017 2016 Weighted average number of ordinary shares in computation of basic earnings per share 291,158 291,350 291,127 291,825 Effect of potentially dilutive ordinary shares: Convertible bonds - - - - Employee share option 2,523 3,484 2,631 - Employee restricted shares 553 227 558 - Employees’ compensation or bonus issue to employees - - 435 - Weighted average number of ordinary shares used in the computation of diluted earnings per share 294,234 295,061 294,751 291,825 |
For the Six Months Ended June 30 |
||
| 2017 291,127 - 2,631 558 435 294,751 |
2016 291,825 - - - - 291,825 |
Note: The computation of diluted earnings per share did not include the shares from convertible bonds for three months and six months ended June 30, 2016 due to anti-dilution.
If the Group is able to select the settlement of the compensation or bonus paid to employees in cash or shares, the weighted average number of outstanding shares used in the computation of diluted earnings per share should include the diluting effect assuming the entire amount of the compensation or bonus settled in shares until the final number of shares distributed to employees is resolved in the following year.
27. SHARE-BASED PAYMENT ARRANGEMENTS
The Company did not have new share option plan or restricted stock plan issued for employees for the six months ended June 30, 2017 and 2016, except for The 2[nd ] Shares Buy Back Program stated below. The detailed information of the employee share option plans and employee restricted shares plans could be found in Note 27 of the consolidated financial statements of the year ended December 31, 2016.
a. Employee share option plan in 2015
| Balance at January 1 Options forfeited Balance at June 30 b. Employee share option plan in 2013 Balance at January 1 Options forfeited Options exercised Options expired Balance at June 30 Options exercisable, end of period c. Employee share option plan in 2006 Balance at January 1 Options forfeited Options exercised Balance at June 30 Options exercisable, end of period |
For the Six Months Ended June 30, 2017 Number of Options Weighted- average Exercise Price (NT$) 2,506,000 $ 12.4 (320,000) 12.4 2,186,000 12.4 For the Six Months Ended June 30, 2017 Number of Options Weighted- average Exercise Price (NT$) 1,220,500 $ 38.5 (47,000) 38.5 (165,000) 38.5 (62,250) 38.5 946,250 38.5 691,000 38.5 For the Six Months Ended June 30, 2017 Number of Options Weighted- average Exercise Price (NT$) 2,662,359 $ 21.01 - - (471,620) 23.93 2,190,739 20.39 2,190,739 20.39 |
For the Six Months Ended June 30, 2016 |
||
|---|---|---|---|---|
| Number of Options Weighted- average Exercise Price (NT$) 2,688,000 $ 12.7 (147,000) 12.7 2,541,000 12.7 For the Six Months Ended June 30, 2016 |
||||
| Number of Options Weighted- average Exercise Price (NT$) 1,578,500 $ 39.4 (63,000) 39.4 - - (85,500) 39.4 1,430,000 39.4 737,500 39.4 For the Six Months Ended June 30, 2016 |
||||
| Number of Options Weighted- average Exercise Price (NT$) 6,738,924 $ 18.61 (603,600) 25.53 (1,100,306) 15.58 5,035,018 18.45 3,641,229 16.23 |
- d. The 2[nd] Shares Buy Back Program.
The eligible employees purchased 50 thousand shares with the total proceeds of $1,327 thousand on February 24, 2017, at $26.53 per share. The fair value of each share purchase right was $11.26 on the purchase date.
Compensation cost recognized for share-based payments above and employee restricted share plans in 2013 and 2014 for the six months ended June 30, 2017 and 2016 were as follows:
Employee share option plans Share buy-back program Employee restricted share plans Capital surplus - employee share options Other equity - unearned employee compensation |
For the Six Months Ended June 30 | For the Six Months Ended June 30 | For the Six Months Ended June 30 |
|---|---|---|---|
| 2017 2016 $ 4,663 $ 4,581 11,095 - 4,850 9,002 $ 20,608 $ 13,583 For the Six Months Ended June 30 |
|||
| 2017 $ 15,758 4,850 $ 20,608 |
2016 $ 4,581 9,002 $ 13,583 |
28. NON-CASH TRANSACTIONS
The cash dividend of 2016 and 2015 resolved by the shareholder’s meeting was $189,985 thousand and $212,240 thousand, respectively, and was not paid on June 30, 2017 and 2016. (Refer to Note 22)
29. OPERATING LEASE ARRANGEMENTS
The Company is Lessee
The Company and its subsidiaries have lease contracts relate to office, plant and part of office equipment, above contracts would be expired after January 2020.
The lease payments recognized in profit or loss for the current period were as follows:
lease payment |
For the Three Months Ended June 30 2017 2016 $ 15,786 $ 10,538 |
For the Three Months Ended June 30 2017 2016 $ 15,786 $ 10,538 |
For the Six Months Ended June 30 |
For the Six Months Ended June 30 |
For the Six Months Ended June 30 |
|---|---|---|---|---|---|
| 2017 $ 15,786 |
2017 $ 31,794 |
2016 $ 26,933 |
The future minimum lease payments of non-cancellable operating lease commitments were as follows:
| December 31, | |||
|---|---|---|---|
| June 30, 2017 | 2016 |
June 30, 2016 | |
| Not later than 1 year | $ 26,968 | $ 31,731 | $ 50,403 |
| Later than 1 year and not later than 5 years | 13,782 |
3,992 |
2,303 |
| $ 40,750 | $ 35,723 | $ 52,706 |
30. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments that are not measured at fair value
The management believes the carrying amounts of financial assets and financial liabilities not measured of fair value approximate their fair values or cannot be reliably measured.
-
b. Fair value of financial instruments that are measured at fair value on a recurring basis
-
1) Fair value hierarchy
| Fair value hierarchy | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 30, 2017 | |||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||
| Available-for-sale financial | |||||||||
| assets | |||||||||
| Fixed income bonds | $ | - |
$ | 289,368 |
$ | - |
$ | 289,368 | |
| December 31, 2016 | |||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||
| Available-for-sale financial | |||||||||
| assets | |||||||||
| Fixed income bonds | $ | - |
$ | 175,839 |
$ | - |
$ | 175,839 | |
| June 30, 2016 | |||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||
| Financial assets at FVTPL | |||||||||
| Structured note | $ | - |
$ | - |
$ | 127,188 | $ | 127,188 | |
| Financial liabilities at FVTPL | |||||||||
| Conversion option of the | |||||||||
| convertible bonds | $ | - |
$ | - |
$ | 1,096 |
$ | 1,096 | |
| Reconciliation of Level 3 fair value measurements of financial instruments | |||||||||
| For the six months ended June 30, 2016 | |||||||||
| Derivatives | |||||||||
| Financial assets at FVTPL | |||||||||
| Structured note | |||||||||
| Balance at January 1, 2016 | $ 129,120 | ||||||||
| Recognized in profit or loss (included in gain on financial assets at FVTPL) - | |||||||||
| unrealized | 234 | ||||||||
| Effect of foreign currency exchange | differences | (2,166) | |||||||
| Balance at June 30, 2016 | $ 127,188 |
- 2) Reconciliation of Level 3 fair value measurements of financial instruments
Derivatives
Financial liabilities at FVTPL
| Conversion option of the convertible bonds Balance at January 1, 2016 Recognized in profit or loss (included in gain on financial liabilities at FVTPL) Realized Unrealized Repayments Balance at June 30, 2016 |
$ 47,818 (17,069) (579) (29,074) $ 1,096 |
|---|---|
-
3) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement
-
a) Structured Note
Financial Instruments Valuation Techniques and Inputs Credit-Linked Note The fair value provided by the Bank in accordance with the pricing model and / or assumptions of the current and future market conditions, the size and liquidity of the investment and the actual and potential hedging transactions after a reasonable review.
- b) Conversion option attached to the convertible bond
The convertible bond was valuation by the binomial pricing model to Convertible Bonds, the fair value was measured based on the valuation date, duration, the price of the Company’s stock, conversion price, volatility, risk-free interest, risk discount and liquidity risk. The Company obtained the external financial instrument valuation report, the estimation and assumptions used in the valuation report are consistent the information that the market participants used to estimate and assume in the pricing of financial instrument.
- c. Categories of financial instruments
| Categories of financial instruments | ||||||
|---|---|---|---|---|---|---|
| December | 31, | |||||
| June 30, 2017 | 2016 |
June 30, 2016 | ||||
| Financial assets | ||||||
| Fair value through profit or loss (FVTPL) | ||||||
| Designated as at FVTPL | $ | - |
$ | - |
$ | 127,188 |
| Available-for-sale financial assets (Note 1) | 365,418 | 256,464 | 48,413 | |||
| Loans and receivables (Note 2) | 5,194,913 | 6,943,655 | 7,568,392 | |||
| Financial liabilities | ||||||
| Fair value through profit or loss (FVTPL) | ||||||
| Held for trading | - | - | 1,096 | |||
| Amortized cost (3) | 3,001,664 | 3,204,242 | 2,971,411 |
-
1) The balances included the carrying amount of available-for-sale and financial assets measured at cost.
-
2) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, trade receivables, other financial assets and guarantee deposits(included in other non-current assets).
-
3) The balances included financial liabilities measured at amortized cost, which comprise short-term borrowings, trade and other payables, bonds payables, dividends payables and deposits received.
-
d. Financial risk management objectives and policies
The Group’s major financial instruments include cash and cash equivalents, trade receivable, other financial assets, available-for-sale financial assets, financial assets measured at cost, borrowings, trade and other payables, bonds payable. The Group’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The board of directors is solely responsible for established and monitored the framework of risk management of the Group, the board of directors authorized the chairman develop and monitored the risk management policy of the Company with the operation center of the Group, and regularly reported the situation to the board of directors.
The Group’s financial risk management policies are developed for identifying and analyzing the financial risks to the Group, evaluating the impacts of the financial risks, and executing the financial-risk aversion policies. The financial risk management are periodically reviewed to reflect changes to the market and the operations. Through the internal controls, such as training and setting up managing requirements and procedures, the Group is engaged in developing a disciplined and constructive control environment, in order to have all employees understand own responsibilities.
The Group’s board of directors monitors the management on managing the compliance to the financial risk management policies and procedures and reviews the appropriateness of risk management structure. To assist the board of directors, the internal auditors perform period and exceptional reviews on the controls and procedures of financial risk management and report the result of reviews to the board of directors.
1) Market risk
The major financial risks from the Company’s operation were foreign currency exchange risk referred to a) and interest rate risk referred to b).
a) Foreign currency risk
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities which were not in the same functional currency with the Group entity at the end of the reporting period are shown in Note 33.
Sensitivity analysis
The Group was mainly exposed to the U.S. dollar and RMB.
The following table details the Group’s sensitivity to a 5% increase and decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. 5% is the
sensitivity rate 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 included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 5% change in foreign currency rates. A positive number below indicates an decrease in pre-tax profit and other equity associated with New Taiwan dollars strengthen 5% against the relevant currency. For a 5% weakening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and other equity and the balances below would be negative.
| Profit or loss/ equity |
USD Impact For the Six Months Ended June 30 2017 2016 $ 18,566(i) $ 35,091(i) |
RMB Impact | RMB Impact | ||
|---|---|---|---|---|---|
| For the Six Months Ended June 30 |
|||||
| 2017 $ 18,566(i) |
2017 $ 412(ii) |
2016 $ 4,105(ii) |
- i. This was mainly attributable to the exposure outstanding on USD time deposits, trade receivables, trade, other payables, other current assets and other current liability.
ii. This was mainly attributable to the exposure to outstanding RMB time deposits.
b) Interest rate risk
The Group was exposed to interest risk arising from fixed rate time deposits, bond investments, borrowings, bonds payable, and floating rate demand deposits. The time deposits were at fixed interest rates, and bonds were at fixed rates or with guaranteed minimal interest rates and carried at amortized costs, and, therefore, the variations to interest rates did not affect future cash flows.
The carrying amount of the Group’s financial assets with exposure to interest rates at the end of the reporting period were as follows.
| December 31, | December 31, | ||||
|---|---|---|---|---|---|
| June 30, 2017 | 2016 | June 30, 2016 | |||
| Fair value interest rate risk | |||||
| Financial assets | $ 3,521,376 |
$ | 4,398,311 | $ 4,137,862 | |
| Financial liabilities | $ | 608,400 |
$ | 645,000 | $ 356,545 |
| Cash flow interest rate risk | |||||
| Financial assets | $ | 743,616 |
$ | 1,343,883 | $ 2,079,046 |
Sensitivity analysis
The sensitivity analyses below were determined based on the Group’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate assets, the analysis was prepared assuming the amount of the assets outstanding at the end of the reporting period was outstanding for the whole year. A 25 basis point increase or decrease was 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 had been 25 basis points higher/lower and all other variables were held constant, the Group’s post-tax profit for the six months ended June 30, 2017 and 2016 would decrease/increase by $930 thousand and $2,599 thousand, respectively.
2) 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 from the carrying amounts of the financial assets as recognized in the balance sheets.
In order to minimize credit risk, management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. In this regard, management believes the Group’s credit risk was significantly reduced.
The credit risk on liquid funds and bonds was limited because the counterparties are banks and entities with high credit ratings.
The Group’s concentration of credit risk was related to the five largest client of trade receivables. Ongoing credit evaluation is performed on the financial condition of trade receivables.
As of June 30, 2017, the Group’s five largest customer took 74% of total trade receivables, the remaining transactions with a large number of unrelated customers, thus, no significant concentration of credit risk was observed.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, bank loans are a significant resource of liquidity for the Group.
As of June 30, 2017, December 31, 2016, and June 30, 2016, the available unutilized short-term bank loan facilities refer to (b) Financing facilities.
- a) Liquidity and interest risk rate tables for non-derivative financial liabilities
The Group’s remaining contractual maturity for its non-derivative financial liabilities was based on the undiscounted cash flows, including interest and principal cash flow, of financial liabilities from the earliest date on which the Group can be required to pay.
| June 30, 2017 On Demand or Less than 1 Year Non-derivative financial liabilities Fixed interest rate liabilities $ 608,400 Non-interest bearing 2,286,417 $ 2,894,817 |
1-5 Years $ - 106,847 $ 106,847 |
|---|---|
December 31, 2016
| b) Financing |
Non-derivative financial liabilities Fixed interest rate liabilities Non-interest bearing June 30, 2016 Non-derivative financial liabilities Fixed interest rate liabilities Non-interest bearing facilities Unsecured bank overdraft facility, reviewed annually: Amount used Amount unused |
On Demand or Less than 1 Year 1-5 Years $ 645,000 $ - 2,445,967 113,275 $ 3,090,967 $ 113,275 On Demand or Less than 1 Year 1-5 Years $ 322,750 $ 34,900 2,536,038 78,828 $ 2,858,788 $ 113,728 June 30, 2017 December 31, 2016 June 30, 2016 $ 608,400 $ 645,000 $ 322,750 800,000 2,145,000 2,468,250 $ 1,408,400 $ 2,790,000 $ 2,791,000 |
|---|---|---|
31. TRANSACTIONS WITH RELATED PARTIES
-
a. Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
-
b. Compensation of key management personnel
| Long-term employee benefits(Note) Short-term employee benefits Post-employment benefits Share-based payments |
For the Three Months Ended June 30 2017 2016 $ (3,197) $ - 6,404 11,321 29 152 531 1,269 $ 3,767 $ 12,742 |
For the Six Months Ended June 30 |
For the Six Months Ended June 30 |
||
|---|---|---|---|---|---|
| 2017 $ (3,197) 6,404 29 531 $ 3,767 |
2017 $ 1,278 19,796 181 2,313 $ 23,568 |
2016 $ 4,664 26,776 303 2,861 $ 34,604 |
Note: Long-term employee benefits for the three months ended June 30, 2016 was negative, due to the key managements leaving and returning the unvested benefits in the 2[nd] quarter of 2017.
32. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for legal proceedings and import customs duties:
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| June | 30, 2017 | 2016 |
June | 30, 2016 | ||
| Pledge deposits (classified as other non-current | ||||||
| assets) | $ | 35,433 |
$ | 36,543 |
$ | 38,070 |
33. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The following information was aggregated by the foreign currencies other than functional currencies of the group entities and the exchange rates between foreign currencies and respective functional currencies were disclosed.
The significant assets and liabilities denominated in foreign currencies were as follows:
June 30, 2017
| June 30, 2017 | ||||
|---|---|---|---|---|
| Foreign | Carrying | |||
| Currencies | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 42,023 |
32.42 (USD:NTD) | $ 1,278,341 |
| USD | 1,546 | 6.7744 (USD:RMB) | 47,020 |
|
| RMB | 1,834 | 0.1476 (RMB:USD) | 8,241 |
|
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 20,404 | 30.42 (USD:NTD) | 620,702 |
|
| USD | 10,958 | 6.7744 (USD:RMB) | 333,341 |
|
| December 31, 2016 | ||||
| Foreign | Carrying | |||
| Currencies | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 46,040 |
32.25 (USD:NTD) | $ 1,484,800 |
| USD | 1,561 | 6.9370 (USD:RMB) | 50,350 |
|
| RMB | 10,395 | 0.1442 (RMB:USD) | 48,326 |
|
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 26,937 | 32.25(USD:NTD) | 868,732 |
|
| USD | 9,693 | 6.9370 (USD:RMB) | 312,609 |
June 30, 2016
| June 30, 2016 | ||||
|---|---|---|---|---|
| Foreign | Carrying | |||
| Currencies | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 51,061 |
32.2750 (USD:NTD) | $ 1,648,001 |
| USD | 16,234 | 6.6312 (USD:RMB) | 523,949 |
|
| RMB | 16,867 | 0.1508 (RMB:USD) | 82,094 |
|
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 39,129 | 32.2750 (USD:NTD) | 1,262,872 |
|
| USD | 6,422 | 6.6312 (USD:RMB) | 207,261 |
34. SEGMENT INFORMATION
Segment information is provided to those who allocate resources and assesse segment performance separately. The Company’s operation focuses on the selling and developing portable device related IC under a single operation unit. Thus, the information of operating segment should not be disclosed individually.