AI assistant
FocalTech — Interim / Quarterly Report 2017
Dec 29, 2017
52342_rns_2017-12-29_ed0936a0-1312-4e87-a36a-71c0cabf13c0.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
FocalTech Systems Co., Ltd. and Subsidiaries
Consolidated Financial Statements for the Nine Months Ended September 30, 2017 and 2016
FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars, Except Par Value)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Notes 7 and 31) Available-for-sale financial assets - current (Note 8) Trade receivables, net (Note 10) Inventories (Note 11) Other financial assets (Note 12) Other current assets Total current assets NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Note 8) Held-to-maturity financial assets - non-current (Note 9) Financial assets measured at cost (Note 13) Property, plant and equipment (Note 15) Goodwill (Notes 16) Other intangible assets (Note 17) Deferred tax assets Other non-current assets (Notes 15 and 33) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Financial liabilities at fair value through profit or loss - current (Notes 7 and 31) Trade payables (Note 20) Other payables (Notes 21) Current tax liabilities (Note 4) Current portion of bonds payable (Note 19) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities Net defined benefit liabilities - non-current (Note 4) Guarantee deposits received Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 23 and 28) 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 |
September 30, 2017 Amount % $ 2,137,765 14 - - 21,197 - 1,496,364 10 3,344,917 22 2,646,981 17 221,319 1 9,868,543 64 266,729 2 - - 75,650 - 1,364,462 9 3,237,268 21 229,808 2 126,111 1 138,096 1 5,438,124 36 $ 15,306,667 100 $ 907,800 6 - - 2,085,713 14 768,872 5 8,017 - - - 77,949 - 3,848,351 25 175,595 1 46,210 1 183,901 1 10,400 - 416,106 3 4,264,457 28 2,981,576 19 6,534,066 43 40,868 - 1,269 - 24,131 - 55,123 1 16,386 - 6,671,843 44 186,154 1 1,294,265 9 1,480,419 10 113,570 - (1,193) - (29,617) - 82,760 - (191,998) (1) 11,024,600 72 17,610 - 11,042,210 72 $ 15,306,667 100 |
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 |
September 30, 2016 | |||
|---|---|---|---|---|---|---|
| Amount % $ 1,808,230 13 123,863 1 - - 1,430,625 11 2,667,194 19 2,311,664 17 176,313 1 8,517,889 62 28,292 - 15,816 - 47,040 - 114,785 1 3,237,268 23 210,229 2 145,595 1 1,458,892 11 5,257,917 38 $ 13,775,806 100 $ 313,600 3 1,408 - 954,587 7 952,470 7 6,238 - 33,642 - 129,421 1 2,391,366 18 183,005 1 47,889 - 77,722 1 10,400 - 319,016 2 2,710,382 20 2,961,416 21 6,438,354 47 236 - - - 65,858 - 94,833 1 13,730 - 6,613,011 48 165,045 1 1,188,092 9 1,353,137 10 315,860 2 (102) - (45,291) - 270,467 2 (132,607) (1) 11,065,424 80 - - 11,065,424 80 $ 13,775,806 100 |
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 Per Share)
| REVENUE (Note 24) COSTS OF SALES (Note 11 and 25) GROSS PROFIT OPERATING EXPENSES (Note 22, 25, 28 and 33) Selling and marketing expenses General and administrative expenses Research and development Total operating expenses OPERATIONS INCOME (LOSS) NON-OPERATING INCOME AND EXPENSES Finance costs (Note 25) Net gain(loss) of fair value change of financial assets and liabilities at fair value through profit or loss (Note 31) Other gains and losses - net (Note 19) 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 26) NET INCOME (LOSS) OTHER COMPREHENSIVE INCOME Items that may be reclassified subsequently to profit or loss: |
For the Three Months EndedSeptember 30 | For the Three Months EndedSeptember 30 | For the Three Months EndedSeptember 30 | For the Three Months EndedSeptember 30 | For the Nine Months | EndedSeptember 30 | EndedSeptember 30 | ||
|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||||||
| Amount $ 3,264,928 (2,592,359) 672,569 (130,475 ) (84,014 ) (328,626) (543,115) 129,454 (281 ) - 4,378 - 3,890 13,589 21,576 151,030 (17,037) 133,993 |
% 100 (79) 21 (4 ) (3 ) (10) (17) 4 - - - - - 1 1 5 (1) 4 |
Amount % $ 3,056,139 100 (2,428,595) (80) 627,544 20 (114,728 ) (4 ) (77,764 ) (2 ) (332,077) (11) (524,569) (17) 102,975 3 (844 ) - (24 ) - 4,355 - - - (12,573 ) - 10,797 - 1,711 - 104,686 3 (11,736) - 92,950 3 |
Amount % $ 8,023,430 100 (6,320,513) (79) 1,702,917 21 (353,283 ) (4 ) (230,626 ) (3 ) (966,923) (12) (1,550,832) (19) 152,085 2 (5,275 ) - - - 12,262 - (27 ) - (29,904 ) - 46,682 - 23,738 - 175,823 2 (18,837) - 156,986 2 |
Amount % $ 8,324,695 100 (6,685,176) (80) 1,639,519 20 (335,376 ) (4 ) (224,619 ) (3 ) (983,962) (12) (1,543,957) (19) 95,562 1 (8,098 ) - 17,858 - (24,681 ) - (1,986 ) - (40,655 ) (1 ) 45,402 1 (12,160) - 83,402 1 (18,329) - 65,073 1 |
(Continued)
FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Exchange differences from translating financial statement of foreign operations Unrealized loss on available-for-sale financial assets Total other comprehensive loss (net of income tax) 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 27) Basic Diluted |
For the Three Months EndedSeptember 30 | For the Three Months EndedSeptember 30 | For the Three Months EndedSeptember 30 | For the Three Months EndedSeptember 30 | For the Nine Months | For the Nine Months | EndedSeptember 30 | EndedSeptember 30 | EndedSeptember 30 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | % (4 ) - (4) (2) 2 - 2 (2 ) - (2) |
2016 | |||||||
| Amount % (5,183 ) - 232 - (4,951) - $ 129,042 4 139,131 4 (5,138) - $ 133,993 4 134,180 4 (5,138) - $ 129,042 4 $ 0.49 $ 0.48 |
Amount (178,107 ) (102) (178,209) $ (85,259) 92,950 - $ 92,950 (85,259 ) - $ (85,259) $ 0.32 $ 0.32 |
% (6 ) - (6) (3) 3 - 3 (3 ) - (3) |
Amount (320,014 ) 305 (319,709) $ (162,723) 170,191 (13,205) $ 156,986 (149,518 ) (13,205) $ (162,723) $ 0.59 $ 0.58 |
Amount (293,663 ) (102) (293,765) $ (228,692) 65,073 - $ 65,073 (228,692 ) - $ (228,692) $ 0.22 $ 0.22 |
% (4 ) - (4) (3) 1 - 1 (3 ) - (3) |
||||||
| $ | $ | $ | $ | ||||||||
| $ | $ | $ | $ | ||||||||
| $ | $ | $ | $ | ||||||||
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)
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars) |
|||||||
|---|---|---|---|---|---|---|---|
| BALANCE, JANUARY 1, 2016 Appropriation of 2015 earnings Legal reserve Cash dividends distributed by the Company Net income for the nine months ended September 30, 2016 Other comprehensive loss for the nine months ended September 30, 2016, net of income tax Total comprehensive income (loss) for the nine months ended September 30, 2016 Buy-back of ordinary shares (Note 23) Compensation cost of employee share options (Notes 23 and 28) Issue of ordinary shares under employee share options (Notes 23 and 28) Compensation cost of employee restricted shares (Notes 28) Cancellation of employee restricted shares (Notes 23) Dividend returned for unvested employee restricted shares BALANCE AT SEPTEMBER 30, 2016 BALANCE, JANUARY 1, 2017 Appropriation of 2016 earnings Legal reserve Cash dividends distributed by the Company Net income for the nine months ended September 30, 2017 Other comprehensive loss for the nine months ended September 30, 2017, net of income tax Total comprehensive income (loss) for the nine months ended September 30, 2017 Buy-back of ordinary shares (Note 23) Treasury stock transferred to employees (Note 23 and 28) Changes in ownership interests in subsidiaries (Note 29) Compensation cost of employee share options (Note 23 and 28) Issue of ordinary shares under employee share options (Note 23 and 28) Compensation cost of employee restricted shares (Note 28) Cancellation of employee restricted shares (Note 23) Dividend return on unvested employee restricted stock Increase in non-controlling interests BALANCE ATSEPTEMBER30, 2017 |
Equity Attributable to Owners of the Company | Non-controlling Total Interests $ 11,572,767 $ - - - (212,240) - 65,073 - (293,765) - (228,692) - (132,607) - 9,281 - 41,757 - 15,209 - (77) - 26 - $ 11,065,424 $ - $ 11,424,449 $ 13,933 - - (189,985) - 170,191 (13,205) (319,709) - (149,518) (13,205) (245,812) - 116,806 - 687 (687) 26,594 - 34,987 - 6,423 - (39) - 8 - - 17,569 $ 11,024,600 $ 17,610 |
Total Equity $ 11,572,767 - (212,240) 65,073 (293,765) (228,692) (132,607) 9,281 41,757 15,209 (77) 26 $ 11,065,424 $ 11,438,382 - (189,985) 156,986 (319,709) (162,723) (245,812) 116,806 - 26,594 34,987 6,423 (39) 8 17,569 $ 11,042,210 |
||||
| ShareCapital Ordinary Shares Capital Surplus $ 2,933,299 $ 6,592,641 - - - - - - - - - - - - - 9,281 29,593 12,164 - - (1,476) (1,075) - - $ 2,961,416 $ 6,613,011 $ 2,965,344 $ 6,625,846 - - - - - - - - - - - - - - - 687 - 26,594 16,484 18,503 - - (252) 213 - - - - $ 2,981,576 $ 6,671,843 |
Retained Earnings Undistributed Legal Reserve Earnings $ 141,463 $ 1,358,815 23,582 (23,582) (212,240) - 65,073 - - - 65,073 - - - - - - - - - - - 26 $ 165,045 $ 1,188,092 $ 165,045 $ 1,335,160 21,109 (21,109) (189,985) - 170,191 - - - 170,191 - - - - - - - - - - - - - - - 8 - - $ 186,154 $ 1,294,265 |
Other Equity | Unearned Employee Compensation Treasury Shares $ (62,974) $ - - - - - - - - - - - - (132,607) - - - - 15,209 - 2,474 - - - $ (45,291) $ (132,607) $ (36,040) $ (62,992) - - - - - - - - - - - (245,812) - 116,806 - - - - - - 6,423 - - - - - - - $ (29,617) $ (191,998) |
||||
| Exchange Differences from Translating Financial Statement of Equity Directly Associated with Non-current Assets Foreign Operations Held for Sale $ 609,523 $ - - - - - - - (293,663) (102) (293,663) (102) - - - - - - - - - - - - $ 315,860 $ (102) $ 433,584 $ (1,498) - - - - - - (320,014) 305 (320,014) 305 - - - - - - - - - - - - - - - - - - $ 113,570 $ (1,193) |
|||||||
| 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 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 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 of held-to-muturity financial assets Purchase for property, plant and equipment Proceeds from disposal of property, plant and equipment Purchase of intangible assets Decrease in other financial assets Increase in other non-current assets Interest received Net cash generated from investing activities |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2017 $ 175,823 32,815 52,686 - 5,275 (46,682) 26,594 6,423 27 26,927 (14,164) - (189,377) (934,514) (95,412) 601,408 (106,885) 16,683 (176) (442,549) (5,199) (9,499) (457,247) (124,057) - (16,643) - (81,220) (480,145) 10,703 42,128 (649,234) |
2016 $ 83,402 40,497 40,477 (17,858) 8,098 (45,402) 9,281 15,209 1,986 141,631 1,932 32,021 145,809 (324,308) (50,318) 2,803 14,934 65,991 (279) 165,906 (1,987) (7,108) 156,811 (29,359) (16,355) (12,786) 500 (80,877) 2,831,283 (1,474,441) 53,844 1,271,809 (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 Repayment of bonds payable Decrease in guarantee deposits Cash dividends Proceeds form issue on ordinary shares under employee share options Buy-back of ordinary shares Treasury stock transferred to employees Increase in non-controlling interests Payment for cancellation of employee restricted stock Proceeds from dividend returned by unvested 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 Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2017 305,392 - 71,342 (189,985) 34,987 (245,812) 116,806 17,569 8 (75) 110,232 (131,765) (1,128,014) 3,265,779 $ 2,137,765 |
2016 57,289 (990,617) (10,128) (212,240) 41,757 (132,607) - - 26 (376) (1,246,896) (63,935) 117,789 1,690,441 $ 1,808,230 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017AND 2016 (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 October 30, 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. Please refer to Note 28 for the share-based payment arrangements of 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 16.
- 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) Annual Improvements to IFRSs 2014-2016 Cycle Note 2 Amendments to IFRS 2 “Shared-Based Payment” January 1, 2018 Amendments to IFRS 4 “Applying IFRS 9 Financial Instruments January 1, 2018 under IFRS 4 Insurance Contracts” 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” and related amendments
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;
-
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 September 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.
The Company elects not to restate the comparing information in the reporting period of 2017 when applying IFRS 9 for the classification, measurement and impairment of financial assets. The cumulative effect would be initially recognized on the beginning of the reporting period in which the Company first applies IFRS9 and will disclose the difference and adjustment. In addition, the Group will disclose the difference between applying IFRS 9 and current standards in 2018.
- 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 assessment.
- c. New IFRSs in issue but not yet endorsed by the FSC
| New, Revised or Amended Standards and Interpretations Amendments to IFRS 9 “Prepayments Features with Negative Compensation” 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” Amendments to IAS 28 “Long-term Interests in Associates and Joint Ventures” IFRIC 23 “Uncertainty over Income Tax Treatments” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2019 To be determined by IASB January 1, 2019 January 1, 2021 January 1, 2019 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 14.
- 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 September 30, 2017, December 31, 2016, and September 30, 2016, no deferred tax liabilities has been recognized on earnings of the subsidiaries of $4,001,097 thousand, $4,328,808 thousand and $4,252,246 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
| 7. 8. |
September 30, 2017 December 31, 2016 September 30, 2016 Cash on hand $ 1,383 $ 4,321 $ 2,147 Checking accounts and demand deposits 923,979 1,343,883 1,339,209 Cash equivalent (fixed deposit with original maturities less than three months) 1,212,403 1,917,575 466,874 $ 2,137,765 $ 3,265,779 $ 1,808,230 The market rate intervals of cash in bank at the end of the reporting period were as follows: September 30, 2017 December 31, 2016 September 30, 2016 Demand deposits 0.001%-0.35% 0.001%-0.35% 0.001%-0.35% Fixed deposits 0.13%-1.68% 0.2%-6% 0.6%-4.5% FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS September 30, 2017 December 31, 2016 September 30, 2016 Financial assets at FVTPL-current Financial assets designated as at FVTPL Credit-linked structured note $ - $ - $ 123,863 Financial liabilities at FVTPL-current Financial liabilities held for trading Convertible option attached to the convertible bonds $ - $ - $ 1,408 AVAILABLE-FOR-SALE FINANCIAL ASSETS September 30, 2017 December 31, 2016 September 30, 2016 Current Foreign investments Fixed income bonds $ 21,197 $ - $ - Non-current Foreign investments Fixed income bonds $ 266,729 $ 175,839 $ 28,292 |
|---|---|
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. HELD-TO-MATURITY FINANCIAL ASSETS - NON-CURRENT
| September | September | 30, | December | December | 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2016 | ||||||
| Non-current | ||||||||
| Foreign investments | ||||||||
| Fixed income bonds | $ | - |
$ | - |
$ | 15,816 |
In July 2016, the Group bought fixed income bonds with the yield rate at 1.9%, and matured on January 20, 2018. The Group reclassified to available-for-sale financial assets-non-current based on the purpose of transaction in the 4[rd] quarter of 2016.
Hold-to-maturity financial assets were not been pledged as a collateral.
10. TRADE RECEIVABLES, NET
| September 30, | December 31, | September 30, | ||
|---|---|---|---|---|
| 2017 | 2016 | 2016 | ||
| Trade | receivables | $ 1,599,248 |
$ 1,444,149 |
$ 1,537,249 |
| Less: | Allowance for doubtful accounts | (102,884) |
(109,650) |
(106,624) |
| Trade | receivables, net | $ 1,496,364 |
$ 1,334,499 |
$ 1,430,625 |
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:
| September 30, | September 30, | December 31, | December 31, | September 30, | |
|---|---|---|---|---|---|
| 2017 | 2016 | 2016 | |||
| Less than 60 days | $ | 983 |
$ | 3,053 |
$ 33,101 |
| 61-180 days | 165 | - | 15,427 | ||
| More than 180 days | 13,521 | 19,634 | 12,929 |
||
| $ | 14,669 | $ | 22,687 | $ 61,457 |
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 | Collectively | ||||
|---|---|---|---|---|---|---|
| Assessed for | Assessed for | |||||
| Impairment | Impairment | Total | ||||
| Balance at January 1, 2016 | $ 111,605 |
$ | - |
$ | 111,605 | |
| Foreign exchange translation | (4,981) |
- |
(4,981) | |||
| Balance at September 30, 2016 | $ 106,624 |
$ | - |
$ | 106,624 | |
| Balance at January 1, 2017 | $ 109,650 |
$ | - |
$ | 109,650 | |
| Foreign exchange translation | (6,766) |
- |
(6,766) | |||
| Balance at September 30, 2017 | $ 102,884 |
$ | - |
$ | 102,884 | |
| 11. | INVENTORIES | |||||
| September 30, | December 31, | September 30, | ||||
| 2017 | 2016 | 2016 | ||||
| Finished goods | $ 1,206,452 |
$ | 920,412 |
$ | 960,544 | |
| Work in progress | 1,161,511 | 874,762 | 773,740 | |||
| Raw materials and supplies | 976,954 |
742,483 |
932,910 | |||
| $ 3,344,917 |
$ | 2,537,657 |
$ | 2,667,194 |
The cost of goods sold included inventory write-downs for the three months ended September 30, 2016, and for the nine months ended September 30, 2017 and 2016 was $46,729 thousand, $26,927 thousand, $141,631 thousand, respectively. The cost of goods sold included reversal of inventory write-downs for the three months ended September 30, 2017 was $963 thousand, respectively.
12. OTHER FINANCIAL ASSETS
| OTHER FINANCIAL ASSETS | |||
|---|---|---|---|
| September 30, | December 31, | September 30, | |
| 2017 | 2016 | 2016 | |
| Time deposits with original maturities more than | |||
| three months (a) |
$ 2,646,981 |
$ 2,304,897 |
$ 2,311,664 |
As of September 30, 2017, December 31, 2016 and September 30, 2016, the market rate intervals of time deposits with original maturities more than three months were 0.90%-2.70%, 0.40%-2.20% and 0.37%-2.7%, respectively.
13. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT
| September 30, | December 31, | September | 30, | |
|---|---|---|---|---|
| 2017 | 2016 | 2016 | ||
| Available-for-sale | ||||
| Non-publicly traded stocks | $ 45,390 | $ 48,375 | $ 47,040 | |
| Mutual funds | 30,260 |
32,250 |
- | |
| $ 75,650 | $ 80,625 | $ 47,040 |
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.
14. 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 Systems Co., Ltd. And FocalTech Electronics Co., Ltd. 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 |
|---|---|
| September 30, 2017 December 31, 2016 September 30, 2016 100% 100% 100% 100% 100% 100% 67.11% a 69% a 100% 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% and 67.11% after the capital injection in November 2016 and September 2017, respectively due to employee stock option plan and/or no pro rata subscription in new share.
-
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.; 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 September 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 September 30, 2017 and 2016, the total amounts of assets of the immaterial subsidiaries were $2,050,155 thousand and $1,986,072 thousand, 13% and 14% of total consolidated assets, respectively. The total amounts of liabilities were $588,924 thousand and $584,263 thousand, 14% and 22% of total consolidated liabilities, respectively. For the three months ended September 30, 2017 and 2016, and for the nine months ended September 30, 2017 and 2016, the total immaterial subsidiaries comprehensive income (loss) has been recognized $11,091 thousand, ($52,828) thousand, ($70,757) thousand, and ($94,240) thousand, that held 9%, 62%, 43%, and 41% in the consolidated statements of comprehensive income (loss), respectively.
15. PROPERTY, PLANT AND EQUIPMENT
Cost Balance at January 1, 2016 Additions Disposals Effect of foreign currency exchange differences Balance at September 30, 2016 Accumulated depreciation Balance at January 1, 2016 Depreciation Disposals Effect of foreign currency exchange differences Balance at September 30, 2016 Carrying amounts at September 30, 2016 Cost Balance at January 1, 2017 Additions Disposals Effect of foreign currency exchange differences Reclassification Balance at September 30, 2017 Accumulated depreciation Balance at January 1, 2017 Depreciation Disposals Effect of foreign currency exchange differences Balance at September 30, 2017 Carrying amounts at December 31, 2016 and January 1, 2017 Carrying amounts at September 30, 2017 |
Buildings Development Equipment $ 37,600 $ 195,807 - 8,552 - (7,992) - (6,987) $ 37,600 $ 189,380 $ 1,184 $ 124,836 627 27,915 - (7,992) - (5,379) $ 1,811 $ 139,380 $ 35,789 $ 50,000 $ 37,600 $ 159,892 - 9,191 - (3,245) 19,589 (4,361) 1,250,071 - $ 1,307,260 $ 161,477 $ 2,020 $ 109,056 7,002 16,335 - (3,242) 100 (3,661) $ 9,122 $ 118,488 $ 35,580 $ 50,836 $ 1,298,138 $ 42,989 |
Office Equipment $ 14,258 634 (71) (725) $ 14,096 $ 7,243 1,543 (24) (385) $ 8,377 $ 5,719 $ 14,180 152 (29) (190) - $ 14,113 $ 8,839 1,439 (5) (95) $ 10,178 $ 5,341 $ 3,935 |
Information Equipment $ 37,443 3,600 - (2,502) $ 38,541 $ 18,205 4,047 - (1,290) $ 20,962 $ 17,579 $ 38,730 3,841 - (598) - $ 41,973 $ 22,142 4,101 - (312) $ 25,931 $ 16,588 $ 16,042 |
Leasehold Improve- ments $ 42,362 - (5,109) (1,145) $ 36,108 $ 27,814 6,365 (2,670) (1,099) $ 30,410 $ 5,698 $ 35,956 3,555 - (286) - $ 39,225 $ 32,205 3,938 - (276) $ 35,867 $ 3,751 $ 3,358 |
Total $ 327,470 12,786 (13,172) (11,359) $ 315,725 $ 179,282 40,497 (10,686) (8,153) $ 200,940 $ 114,785 $ 286,358 16,739 (3,274) 14,154 1,250,071 $ 1,564,048 $ 174,262 32,815 (3,247) (4,244) $ 199,586 $ 112,096 $ 1,364,462 |
|---|---|---|---|---|---|
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 -50years Development equipment 3-5 years Office equipment 3-5 years Information equipment 3-5 years Leasehold improvements 1-5 years
Property, plant and equipment were not been pledged as collateral.
16. GOODWILL
| GOODWILL | |||
|---|---|---|---|
| September 30, | December 31, | September 30, | |
| 2017 | 2016 | 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.
17. OTHER INTANGIBLE ASSETS
| Cost Balance at January 1, 2016 Additions Effect of foreign currency exchange differences Balance at September 30, 2016 Accumulated amortization Balance at January 1, 2016 Amortization expense Effect of foreign currency exchange differences Balance at September 30, 2016 Carrying amounts at September 30, 2016 Cost Balance at January 1, 2017 Additions Effect of foreign currency exchange differences Balance at September 30, 2017 |
Licenses and Franchises $ 62,741 4,047 (2,368) $ 64,420 $ 50,675 8,462 (2,241) $ 56,896 $ 7,524 $ 66,668 65,888 (3,819) $ 128,737 |
Software $ 60,367 76,830 (4,841) $ 132,356 $ 34,907 20,626 (1,978) $ 53,555 $ 78,801 $ 141,943 18,589 (8,257) $ 152,275 |
Patents Trademark $ 76,744 $ 74,000 - - (19) - $ 76,725 $ 74,000 $ 8,051 $ 7,400 5,839 5,550 (19) - $ 13,871 $ 12,950 $ 62,854 $ 61,050 $ 76,723 $ 74,000 - - (4) - $ 76,719 $ 74,000 |
Total $ 273,852 80,877 (7,228) $ 347,501 $ 101,033 40,477 (4,238) $ 137,272 $ 210,229 $ 359,334 84,477 (12,080) $ 431,731 |
|---|---|---|---|---|
| 18. 19. |
Accumulated amortization Balance at January 1, 2017 $ 60,058 $ 65,679 $ 15,815 $ 14,800 $ 156,352 Amortization expense 12,207 29,090 5,839 5,550 52,686 Effect of foreign currency exchange differences (3,280) (3,830) (5) - (7,115) Balance at September 30, 2017 $ 68,985 $ 90,939 $ 21,649 $ 20,350 $ 201,923 Carrying amounts at December 31, 2016 and January 1, 2017 $ 6,610 $ 76,264 $ 60,908 $ 59,200 $ 202,982 Carrying amounts at September 30, 2017 $ 59,752 $ 61,336 $ 55,070 $ 53,650 $ 229,808 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 BORROWINGS September 30, 2017 December 31, 2016 September 30, 2016 Unsecured bank loans Amount $ 907,800 $ 645,000 $ 313,600 Annual interest rate 2.05-2.10% 1.80%-1.85% 1.25% BONDS PAYABLE September 30, 2017 December 31, 2016 September 30, 2016 Domestic 1st unsecured convertible bonds $ - $ - $ 34,600 Less: Discounts on bonds payable - - (958) Less: Current portion - - (33,642) $ - $ - $ - |
|---|---|
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 2,508 sheets of the bonds from the market during 3nd 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 $990,617 thousand and the Company recognized the loss of $32,021 thousand.
20. TRADE PAYABLES
| TRADE PAYABLES | ||||
|---|---|---|---|---|
| September 30, | December 31, | September 30, | ||
| 2017 | 2016 | 2016 | ||
| Trade payables | $ 2,085,713 |
$ 1,540,640 |
$ | 954,587 |
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.
21. OTHER PAYABLES
| September 30, | December 31, | September 30, | ||
|---|---|---|---|---|
| 2017 | 2016 | 2016 | ||
| Payable | for rebates | $ 329,491 |
$ 367,744 |
$ 410,512 |
| Payable | for salaries and bonus | 297,203 | 384,011 | 407,837 |
| Payable | for labor, health and social insurance | 14,907 | 14,601 | 16,244 |
| Reserve | for litigations | 63,855 | 73,040 | 77,948 |
| Payable | for professional services and others | 63,416 |
65,931 |
39,929 |
| $ 768,872 |
$ 905,327 |
$ 952,470 |
22. RETIREMENT BENEFIT
Employee benefit expenses in respect of the Group’s defined benefit retirement plans were $218 thousand and $237 thousand, $655 thousand and $710 thousand for the three months ended September 30, 2017 and 2016,and nine months ended September 30, 2017 and 2016, respectively, and were calculated using the actuarially determined pension cost discount rate as of December 31, 2016 and 2015.
23. EQUITY
- a. Share capital
Ordinary shares (NT$10 par value per share)
| Ordinary shares (NT$10 par value per share) | |||
|---|---|---|---|
| September 30, | December 31, | September 30, | |
| 2017 | 2016 | 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) |
298,158 |
296,534 |
296,142 |
| Shares issued |
$ 2,981,576 |
$ 2,965,344 |
$ 2,961,416 |
b. Capital surplus
| 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 Vested employee restricted shares Cancellation of employee restricted stock BALANCE AT SEPTEMBER 30, 2016 BALANCE, JANUARY 1, 2017 Changes in ownership interests in subsidiaries Treasury Stock transferred to Employees Compensation cost of employee share options Issue of ordinary shares under employee share options Employee share options expired Employee restricted shares vested Cancellation of employee restricted stock BALANCE AT SEPTEMBER 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 - 56,013 - 18,940 1,151 $6,438,354 $6,468,819 - - - 46,360 - 18,602 285 $ 6,534,066 |
$ 236 - - - - - $ 236 $ 40,305 - 563 - - - - - $ 40,868 |
$ - - - - - - $ - $ 582 687 - - - - - - $ 1,269 |
$ 103,350 9,281 (43,849) (2,924) - - $ 65,858 $ 27,578 - (563 ) 26,594 (27,857 ) (1,621) - - $ 24,131 |
$ 115,999 - - - (18,940) (2,226) $ 94,833 $ 73,797 - - - - - (18,602) (72) $ 55,123 |
$ 10,806 - - 2,924 - - $ 13,730 $ 14,765 - - - - 1,621 - - $ 16,386 |
$6,592,641 9,281 12,164 - - (1,075) $ 6,613,011 $6,625,846 687 - 26,594 18,503 (Continued) - - 213 $ 6,671,843 (Concluded) |
-
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 25(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
| Treasury | |
|---|---|
| Shares | |
| (In Thousands) | |
| Number of shares at January 1, 2016 | - |
| Increase during the period | 5,000 |
| Number of shares at September 30, 2016 | 5,000 |
| Number of shares at January 1, 2017 | 2,376 |
| Increase during the period | 6,808 |
| Decrease during the period | (3,248) |
| Number of shares at September 30, 2017 | 5,936 |
Please refer to Note 28 (d) and (e) for the detailed information in The 2nd 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.
24. REVENUE
| REVENUE | |||||
|---|---|---|---|---|---|
| IC for portable devices Others |
For the Three Months Ended September 30 2017 2016 $3,264,928 $3,056,139 - - $3,264,928 $3,056,139 |
For the Nine Months Ended September 30 |
|||
| 2017 $3,264,928 - $3,264,928 |
2017 $8,023,430 - $8,023,430 |
2016 $8,306,876 17,819 $8,324,695 |
25. NET INCOME
a. Finance costs
| Finance costs | |||||
|---|---|---|---|---|---|
| Interest on bank loans Interest on deposits Interest on convertible bonds |
For the Three Months Ended September 30 2017 2016 $ 281 $ 706 - - - 138 $ 281 $ 844 |
For the Nine Months Ended September 30 |
|||
| 2017 $ 281 - - $ 281 |
2017 $ 4,920 355 - $ 5,275 |
2016 $ 1,633 74 6,391 $ 8,098 |
- 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 September 30 2017 2016 $ 14,020 $ 12,631 17,728 16,428 $ 31,748 $ 29,059 $ 30,038 $ 23,706 1,710 5,353 $ 31,748 $ 29,059 |
For the Three Months Ended September 30 2017 2016 $ 14,020 $ 12,631 17,728 16,428 $ 31,748 $ 29,059 $ 30,038 $ 23,706 1,710 5,353 $ 31,748 $ 29,059 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2017 $ 14,020 17,728 $ 31,748 $ 30,038 1,710 $ 31,748 |
2017 $ 32,815 52,686 $ 85,501 $ 78,767 6,734 $ 85,501 |
2016 $ 40,497 40,477 $ 80,974 $ 63,178 17,796 $ 80,974 |
- c. Employee benefits expense
| Post-employment benefits Defined contribution plans Defined benefit plans Share-based payments Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Three Months Ended September 30 2017 2016 $ 6,379 $ 6,569 218 237 12,409 10,907 391,075 328,148 $ 410,081 $ 345,861 $ 28,336 $ 22,098 381,745 323,763 $ 410,081 $ 345,861 |
For the Three Months Ended September 30 2017 2016 $ 6,379 $ 6,569 218 237 12,409 10,907 391,075 328,148 $ 410,081 $ 345,861 $ 28,336 $ 22,098 381,745 323,763 $ 410,081 $ 345,861 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|---|---|
| 2017 $ 6,379 218 12,409 391,075 $ 410,081 $ 28,336 381,745 $ 410,081 |
2017 $ 19,365 655 33,017 1,053,177 $1,106,214 $ 85,034 1,021,180 $1,106,214 |
2016 $ 19,908 710 24,490 990,126 $1,035,234 $ 62,103 973,131 $1,035,234 |
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.
26. INCOME TAXES
- a. Income tax recognized in profit or loss
The major components of tax expense were as follows:
| Current tax In respect of the current period Adjustments for prior periods Deferred tax In respect of the current period Income tax expense recognized in profit or loss |
For the Three Months Ended September 30 2017 2016 $ 4,334 $ 5,129 613 - 4,947 5,129 12,090 6,607 $ 17,037 $ 11,736 |
For the Three Months Ended September 30 2017 2016 $ 4,334 $ 5,129 613 - 4,947 5,129 12,090 6,607 $ 17,037 $ 11,736 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|---|---|
| 2017 $ 4,334 613 4,947 12,090 $ 17,037 |
2017 $ 7,977 862 8,839 9,998 $ 18,837 |
2016 $ 11,838 - 11,838 6,491 $ 18,329 |
- b. The Company’s integrated income tax
| The Company’s integrated income tax | |
|---|---|
| September 30, 2017 Imputation credit accounts $ 51,955 Creditable ratio for distribution of earnings |
December 31, 2016 September 30, 2016 $ 51,706 $ 51,708 For the Year Ended December 31 |
| 2016 2015 3.89% 4.68% |
c. Income tax assessments
The Company and FocalTech Electronics Co., Ltd.’s tax returns until 2014 and 2015, respectively have been assessed by the tax authorities.
27. EARNINGS PER SHARE
| Basic earnings per share Diluted earnings per share |
For the Three Months Ended September 30 2017 2016 $ 0.49 $ 0.32 $ 0.48 $ 0.32 |
For the Three Months Ended September 30 2017 2016 $ 0.49 $ 0.32 $ 0.48 $ 0.32 |
Unit: NT$ Per Share For the Nine Months Ended September 30 |
Unit: NT$ Per Share For the Nine Months Ended September 30 |
Unit: NT$ Per Share For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2017 $ 0.49 $ 0.48 |
2017 $ 0.59 $ 0.58 |
2016 $ 0.22 $ 0.22 |
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 | |||||
|---|---|---|---|---|---|
| Earnings used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares after tax: Convertible bonds Earnings (loss) used in the computation of diluted earnings per share |
For the Three Months Ended September 30 2017 2016 $ 139,131 $ 92,950 - - $ 139,131 $ 92,950 |
For the Nine Months Ended September 30 |
|||
| 2017 $ 139,131 - $ 139,131 |
2017 $ 170,191 - $ 170,191 |
2016 $ 65,073 - $ 65,073 |
Weighted Average Number of Ordinary Shares Outstanding (In Thousand Shares)
| Weighted average number of ordinary shares in computation of basic earnings per share Effect of potentially dilutive ordinary shares: Convertible bonds Employee share option Employee restricted shares Employees’ compensation or bonus issue to employees Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Three Months Ended September 30 2017 2016 285,839 288,612 - - 2,313 2,503 607 816 1,205 - 289,964 291,931 |
For the Three Months Ended September 30 2017 2016 285,839 288,612 - - 2,313 2,503 607 816 1,205 - 289,964 291,931 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2017 285,839 - 2,313 607 1,205 289,964 |
2017 289,339 - 2,574 611 1,491 294,015 |
2016 290,733 - 2,838 852 344 294,767 |
Note: The computation of diluted earnings per share did not include the shares from convertible bonds for three months and nine months ended September 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.
28. SHARE-BASED PAYMENT ARRANGEMENTS
The Company did not have new share option plan or restricted stock plan issued for employees for the nine months ended September 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 Option exercised Options forfeited Balance at September 30 |
For the Nine Months Ended September 30, 2017 |
For the Nine Months Ended September 30, 2017 |
For the Nine Months Ended September 30, 2016 Number of Options Weighted- average Exercise Price (NT$) 2,688,000 $ 12.7 - - (182,000) 12.6 2,506,000 12.4 |
For the Nine Months Ended September 30, 2016 Number of Options Weighted- average Exercise Price (NT$) 2,688,000 $ 12.7 - - (182,000) 12.6 2,506,000 12.4 |
|---|---|---|---|---|
| Number of Options Weighted- average Exercise Price (NT$) 2,506,000 $ 12.4 (535,000) 12.2 (412,000) 12.4 1,559,000 12.2 |
Number of Options Weighted- average Exercise Price (NT$) 2,688,000 $ 12.7 - - (182,000) 12.6 2,506,000 12.4 |
b. Employee share option plan in 2013
| Employee share option plan in 2013 | |||
|---|---|---|---|
| Balance at January 1 Options forfeited Options exercised Options expired Balance at September 30 Options exercisable, end of period |
For the Nine Months Ended September 30, 2017 Number of Options Weighted- average Exercise Price (NT$) 1,220,500 $ 38.5 (51,750) 38.5 (244,250) 38.4 (98,250) 38.5 826,250 37.9 826,250 37.9 |
For the Nine Months Ended September 30, 2016 |
|
| Number of Options Weighted- average Exercise Price (NT$) 1,578,500 $ 39.4 (93,750) 39.3 - - (176,000) 39.2 1,308,750 38.5 980,500 38.5 |
- c. Employee share option plan in 2006
| Balance at January 1 Options forfeited Options exercised Balance at September 30 Options exercisable, end of period |
For the Nine Months Ended September 30, 2017 Number of Options Weighted- average Exercise Price (NT$) 2,662,359 $ 21.01 - - (869,160) 21.95 1,793,199 20.18 1,793,199 20.18 |
For the Nine Months Ended September 30, 2016 |
For the Nine Months Ended September 30, 2016 |
|---|---|---|---|
| Number of Options Weighted- average Exercise Price (NT$) 6,738,924 $ 18.61 (699,600) 26.43 (2,959,265) 14.11 3,080,059 20.55 2,306,680 18.87 |
- d. The 2nd 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.
- e. The 3[rd] Shares Buy Back Program.
On May 12, 2017, the board of directors approved The 3[rd ] Shares Buy Back Program for transferring to employees up to 6,808 thousand shares. The transferred price to employees would be the average purchase price. The eligible employees purchased 3,198 thousand shares with the total proceeds of 115,479 thousand on the grant date, July 24, 2017, at $36.11 per share. The fair value of each share purchase right was $12.85 on the grant date.
According to The 3[rd] Shares Buy Back Program, all the shares would be vested in 3 years, 25% for the first and the second anniversary respectively, and 50% for the third anniversary, if employees are still at work and eligible under related Company rules and policies.
The rules on the unvested shares were as follows;
-
1) The employees cannot sell, pledge, transfer, donate, or dispose these shares.
-
2) The Company and the employees should enter into a trust agreement with a trust and custodian institution and authorize the institution to exercise the shareholders’ rights including but not limited to attendance, proposing, speaking and voting in the shareholder meetings.
-
3) The unvested shares are entitled to receive cash and/or share dividends and the derivatives.
If an employee fails to meet the vesting conditions, the trust institution would dispose the unvested shares and return proceeds to the employee no more than the original purchase price.
Compensation cost recognized for share-based payments above and employee restricted share plans in 2013 and 2014 for the nine months ended September 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 Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2017 2016 $ 6,281 $ 9,281 20,313 - 6,423 15,209 $ 33,017 $ 24,490 For the Nine Months Ended September 30 |
|||
| 2017 $ 26,594 6,423 $ 33,017 |
2016 $ 9,281 15,209 $ 24,490 |
29. Equity transactions with non - controlling interests
In September 2017, the Group ownership interest over FocalTech Smart Sensors Co., Ltd. diluted to 67.11% after the capital injection due to employee stock option plan and no pro rata subscription in new share.
The transactions did not change the controlling status. FocalTech Smart Sensors Co., Ltd. was treated as a subsidiary under equity method.
| Proceeds received in cash from non-controlling interests The book value in equity accounted for non-controlling interests Equity transaction gap Item to adjust for equity transaction gap Capital surplus - Changes in ownership interests in subsidiaries |
FocalTech Smart SensorsCo.,Ltd. |
FocalTech Smart SensorsCo.,Ltd. |
|---|---|---|
| $ 17,569 ( 16,882) $ 687 FocalTech Smart SensorsCo.,Ltd. |
||
| $ 687 |
30. 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 September 30 2017 2016 $ 12,466 $ 10,916 |
For the Three Months Ended September 30 2017 2016 $ 12,466 $ 10,916 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2017 $ 12,466 |
2017 $ 44,260 |
2016 $ 43,962 |
The future minimum lease payments of non-cancellable operating lease commitments were as follows:
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2017 | 2016 | 2016 | |
| Not later than 1 year | $ 22,200 | $ 31,731 | $ 39,999 |
| Later than 1 year and not later than 5 years | 10,720 |
3,992 |
1,234 |
| $ 32,920 | $ 35,723 | $ 41,233 |
31. 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
| September 30, 2017 Available-for-sale financial assets Fixed income bonds December 31, 2016 Available-for-sale financial assets Fixed income bonds |
Level 1 $ - Level 1 $ - |
Level 2 $ 287,926 Level 2 $ 175,839 |
Level 3 $ - Level 3 $ - |
Total $ 287,926 Total $ 175,839 |
|---|---|---|---|---|
September 30, 2016
| Financial assets at FVTPL Structured note Available-for-sale financial assets Fixed income bonds Financial liabilities at FVTPL Conversion option of the convertible bonds |
Level 1 $ - $ - $ - |
Level 2 $ - $ 28,292 $ - |
Level 3 $ 123,863 $ - $ 1,408 |
Total $ 123,863 $ 28,292 $ 1,408 |
|---|---|---|---|---|
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the nine months ended September 30, 2016
| For the nine months ended September 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 | 523 | |
| Effect of foreign currency exchange differences |
(5,780) | |
| Balance at September 30, 2016 |
$ | 123,863 |
| Derivatives | ||
| Financial liabilities at FVTPL | ||
| Conversion option of the convertible bonds | ||
| Balance at January 1, 2016 |
$ | 47,818 |
| Recognized in profit or loss (included in gain on financial liabilities at | ||
| FVTPL) | ||
| Realized | (17,082) | |
| Unrealized | (253) | |
| Repayments |
(29,075) | |
| Balance at September 30, 2016 |
$ | 1,408 |
-
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) Options attached to the convertible bonds
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 | ||||||
|---|---|---|---|---|---|---|
| September | 30, | December | 31, | September 30, | ||
| 2017 | 2016 | 2016 | ||||
| Financial assets | ||||||
| Fair value through profit or loss (FVTPL) | ||||||
| Designated as at FVTPL | $ | - |
$ | - |
$ | 123,863 |
| Available-for-sale financial assets (Note 1) | 363,576 | 256,464 | 75,332 | |||
| Loans and receivables (Note2) | 6,322,387 | 6,943,655 | 5,589,026 | |||
| Held-to-maturity financial assets | - | - | 15,816 | |||
| Financial liabilities | ||||||
| Fair value through profit or loss (FVTPL) | ||||||
| Held for trading | - | - | 1,408 | |||
| Amortized cost (Note 3) | 3,946,286 | 3,204,242 | 2,332,021 |
-
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 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 34.
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 Nine Months Ended September 30 2017 2016 $ 17,437(i) $ 13,554(i) |
RMB Impact | RMB Impact | ||
|---|---|---|---|---|---|
| For the Nine Months Ended September 30 |
|||||
| 2017 $ 17,437(i) |
2017 $ 55(ii) |
2016 $ 2,429(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.
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2016 | ||||
| Fair value interest rate risk | ||||||
| Financial assets | $ | 4,147,310 |
$ | 4,398,311 |
$ | 2,946,509 |
| Financial liabilities | $ | 907,800 |
$ | 645,000 |
$ | 347,242 |
| Cash flow interest rate risk | ||||||
| Financial assets | $ | 923,979 |
$ | 1,343,883 |
$ | 1,339,209 |
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 nine months ended September 30, 2017 and 2016 would decrease/increase by $1,732 thousand and $2,511 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 September 30, 2017, the Group’s five largest customer took 62.51% 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 September 30, 2017, December 31, 2016, and September 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.
September 30, 2017
| On Demand or Less than 1 Year Non-derivative financial liabilities Fixed interest rate liabilities $ 907,800 Non-interest bearing 2,854,585 $ 3,762,385 December 31, 2016 On Demand or Less than 1 Year Non-derivative financial liabilities Fixed interest rate liabilities $ 645,000 Non-interest bearing 2,445,967 $ 3,090,967 |
1-5 Years $ - 183,901 $ 183,901 1-5 Years $ - 113,275 $ 113,275 |
|---|---|
September 30, 2016
| b) | On Demand or Less than 1 Year 1-5 Years Non-derivative financial liabilities Fixed interest rate liabilities $ 349,188 $ - Non-interest bearing 1,907,057 77,722 $ 2,256,245 $ 77,722 Financing facilities September 30, 2017 December 31, 2016 September 30, 2016 Unsecured bank overdraft facility, reviewed annually: Amount used $ 907,800 $ 645,000 $ 313,600 Amount unused 2,102,600 2,145,000 1,813,600 $ 3,010,400 $ 2,790,000 $ 2,127,200 |
|---|---|
The amounts above included unsecured bank overdraft facility obtained by the Subsidiaries and only guaranteed by the Company credit.
32. 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 Short-term employee benefits Post-employment benefits Share-based payments |
For the Three Months Ended September 30 2017 2016 $ 17,172 $ - 5,113 11,966 21 151 1,003 2,005 $ 23,309 $ 14,122 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
||
|---|---|---|---|---|---|
| 2017 $ 17,172 5,113 21 1,003 $ 23,309 |
2017 $ 18,450 24,909 202 3,316 $ 46,877 |
2016 $ 4,664 38,742 454 4,866 $ 48,726 |
33. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for legal proceedings and import customs duties:
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2016 | ||||
| Pledge deposits (classified as other non-current | ||||||
| assets) | $ | 35,915 |
$ | 36,543 |
$ | 36,873 |
34. 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:
| September 30, 2017 | ||||
|---|---|---|---|---|
| Exchange Rate | ||||
| Foreign | (to its relevant | New Taiwan | ||
| Currencies | functional currency) | Dollars | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 54,425 |
30.26 (USD:NTD) | $ 1,646,908 |
| USD | 2,172 | 6.6369 (USD:RMB) | 65,729 |
|
| RMB | 240 | 0.1507 (RMB:USD) | 1,097 |
|
| Exchange Rate | ||||
| Foreign | (to its relevant | New Taiwan | ||
| Currencies | functional currency) | Dollars | ||
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 32,046 | 30.26 (USD:NTD) | 969,718 |
|
| USD | 13,027 | 6.6369 (USD:RMB) | 394,188 |
|
| December 31, 2016 | ||||
| Exchange Rate | ||||
| Foreign | (to its relevant | New Taiwan | ||
| Currencies | functional currency) | Dollars | ||
| 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 |
September 30, 2016
| September 30, 2016 | ||||
|---|---|---|---|---|
| Exchange Rate | ||||
| Foreign | (to its relevant | New Taiwan | ||
| Currencies | functional currency) | Dollars | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 49,803 |
31.360 (USD:NTD) | $ 1,561,825 |
| USD | 1,241 | 6.6778 (USD:RMB) | 38,908 |
|
| RMB | 10,344 | 0.1497 (RMB:USD) | 48,579 |
|
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 31,002 | 31.360 (USD:NTD) | 972,228 |
|
| USD | 11,398 | 6.6778 (USD:RMB) | 357,433 |
35. 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.