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FocalTech Interim / Quarterly Report 2020

Nov 13, 2020

52342_rns_2020-11-13_05728ef5-5184-446d-8c94-ebcee77975bc.pdf

Interim / Quarterly Report

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FocalTech Systems Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Three Months Ended March 31, 2020 and 2019

This is the translation of the financial statements. CPAs do not audit or review on this translation.

INDEPENDENT AUDITORS’ REVIEW REPORT

The Board of Directors and Shareholders FocalTech Systems Co., Ltd.

Introduction

We have reviewed the accompanying consolidated balance sheets of FocalTech Systems Co., Ltd. and its subsidiaries (collectively, the “Company”) as of March 31, 2020 and 2019, the related consolidated statements of comprehensive income, of consolidated statements of changes in equity and of cash flows for the three months then ended, and the related notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.

Scope of Review

Except as explained in the following paragraph, we conducted our reviews in accordance with Statement of Auditing Standards No. 65 "Review of Financial Information Performed by the Independent Auditor of the Entity". A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

As disclosed in Note 12 to the consolidated financial statements, the financial statements of non-significant subsidiaries included in the consolidated financial statements referred to in the first paragraph were not reviewed. As of March 31, 2020 and 2019, combined total assets of these non-significant subsidiaries were NT$588,619 thousand and NT$394,441 thousand, respectively, representing 5% and 4%, respectively, of the consolidated total assets, and combined total liabilities of these subsidiaries were NT$98,299 thousand and NT$42,116 thousand, respectively, representing 2% and 2%, respectively, of the consolidated total liabilities; for the three months ended March 31, 2020 and 2019, the amounts of combined comprehensive loss of these subsidiaries were NT$25,489 thousand and NT$55,298 thousand, respectively, representing (33%) and (38%).

Qualified Conclusion

Based on our reviews, except for the adjustments, if any, as might have been determined to be necessary had the financial statements of the non-significant subsidiaries and as described in the preceding paragraph been reviewed, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not give a true and fair view of the consolidated financial position of the Group as of March 31, 2020 and 2019, its consolidated financial performance and its consolidated cash flows for the three months ended March 31, 2020 and 2019 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 "Interim Financial Reporting" endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

The engagement partners on the reviews resulting in this independent auditors' review report are Shiow-Ming Shue and Chih-Ming Shao.

Deloitte & Touche Taipei, Taiwan Republic of China

May 12, 2020

This is the translation of the financial statements. CPAs do not audit or review on this translation.

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 other comprehensive income - current
(Note 8)
Trade receivables, net (Note 10)
Inventories (Note 11)
Other financial assets (Note 9)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Note 7)
Financial assets at fair value through other comprehensive income - non-current
(Note 8)
Property, plant and equipment (Note 13)
Goodwill (Notes 14)
Other intangible assets (Note 15)
Deferred tax assets
Other non-current assets (Note 28)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade payables (Note 16)

Other payables (Note 17)
Current tax liabilities (Notes 4)
Other current liabilities (Notes 20)

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 (Notes 19 and 24)
Share capital
Ordinary shares

Capital surplus
Additional paid-in capital
Treasury shares
Changes in ownership interests in subsidiaries
Employee share options
Employee share options - expired

Total capital surplus

Accumulated deficits
Legal reserve
Deficits to be offset

Total Accumulated deficits

Other equity
Exchange differences from translating the financial statements of foreign
operations

Unrealized loss on financial assets at fair value through other comprehensive income
Total other equity

Treasury shares

Equity attributable to owners of the company

NON-CONTROLLING INTERESTS

Total equity

TOTAL
March 31, 2020
Amount
%
$ 3,559,430
29
112,347

1
1,527,095
13
2,347,041
19
1,281,055
11

261,628

2


9,088,596
75

54,182
-
62,560
-
1,337,986
11
1,237,268
10
76,406
1
107,145
1

131,631

2


3,007,178
25

$12,095,774
100

$ 2,212,002
19
828,816
7
395,188
3

180,040

1


3,616,046
30

32,331

-
23,976

-
375,637

4

10,400

-


442,344

4


4,058,390
34


2,999,069
25

5,045,484
42
48,662
-
-
-
24,096
-

33,534

-


5,151,776
42

-
-

(117,121)

(1)


(117,121)

(1)


19,292
-

2,915

-


22,207

-


(43,074)

-


8,012,857
66


24,527

-


8,037,384
66

$ 12,095,774
100
December 31, 2019
Amount
%
$ 3,461,503
30
120,475

1
1,420,459
12
1,570,753
14
1,596,292
14

361,925

3


8,531,407
74

56,354

-
60,898

1
1,361,478
11
1,237,268
11
99,189

1
120,782

1

135,593

1


3,071,562
26

$11,602,969
100

$ 1,986,219
17

954,449
8

363,172
3

108,584

1


3,412,424
29


33,537
-

24,078
-

394,360
4

10,400

-


462,375

4


3,874,799
33


2,996,759
26

5,037,671
44
48,662

1
-
-
25,510

-

33,534

-


5,145,377
45


-
-

(183,307)

(2)


(183,307)

(2)


4,057
-

1,750

-


5,807

-


(267,158)

(2)


7,697,478
67


30,692

-


7,728,170
67

$ 11,602,969
100
March 31, 2019




































































Amount
$ 3,461,503

120,475

1,420,459

1,570,753

1,596,292


361,925


8,531,407

56,354

60,898

1,361,478

1,237,268

99,189

120,782


135,593


3,071,562

$11,602,969

$ 1,986,219


954,449

363,172

108,584


3,412,424


33,537

24,078

394,360

10,400


462,375


3,874,799


2,996,759

5,037,671

48,662

-
25,510


33,534


5,145,377


-

(183,307)


(183,307)


4,057

1,750


5,807


(267,158)


7,697,478


30,692


7,728,170

$ 11,602,969












































Amount
%
$ 2,416,264
24

140,911
1

678,286
6

2,413,696
23

1,533,892
14

155,099

1

7,338,148
69

114,216
1

175,945
2

1,495,532
14

1,237,268
12

134,293
1

136,858
1

53,047

-

3,347,159
31
$10,685,307
100
$ 1,323,691
12

701,467
7

394,869
4

139,049

1

2,559,076
24

30,799
-

26,008
-

124,362
2

10,400

-

191,569

2

2,750,645
26

2,987,924
28

6,423,295
61

40,868
-

20,448
-

49,135
-

20,731

-

6,554,477
61

186,154
2
(1,618,106)
(15)
(1,431,952)
(13)

194,812
2

(461)

-

194,351

2

(393,203)

(4)

7,911,597
74

23,065

-

7,934,662
74
$ 10,685,307
100

The accompanying notes are an integral part of the consolidated financial statements.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

REVENUE (Note 20)

COSTS OF SALES (Notes 11 and 21)

GROSS MARGIN

OPERATING EXPENSES (Notes 18, 21, 25 and 27)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

OPERATIONS INCOME ( LOSS)

NON-OPERATING INCOME AND EXPENSES
Finance costs
Interest income
Loss on financial assets and liabilities at fair value
through profit or loss
Other gains and losses - net
Gain on foreign currency exchange

Total non-operating income and expenses

INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 22)

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
Unrealized gain from debt instrument investments
measured at fair value through other
comprehensive loss
**For the Three Months ** **For the Three Months ** **Ended March 31 **
2020
Amount
%
$ 2,909,637
100
(2,269,808)
(78)

639,829
22

(94,154) (4)
(87,317) (3)
(387,653)
(13)

(569,124)
(20)

70,705

2

(1,078)
-
19,520
1
(2,762)
-
13,652
-
2,771

-

32,103

1

102,808
3
(43,410)
(1)

59,398

2

15,858
1
1,165

-
2019




























Amount
%
$ 1,639,942
100
(1,296,244)
(79)

343,698
21

(97,594) (6)

(82,504) (5)

(388,407)
(24)

(568,505)
(35)

(224,807)
(14)

(1,150)
-

27,007
1

(110)
-

(5,627)
-

9,541

1

29,661

2

(195,146) (12)

1,312

-

(193,834)
(12)

45,564
3

1,829

-

(Continued)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

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)

Items that may be reclassified subsequently
to profit or loss

Other comprehensive income for the period, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS (LOSS) PER SHARE (Note 23)
Basic
Diluted
For the Three Months For the Three Months Ended March 31
2020
Amount
%
$ 17,023

1

17,023

1

$ 76,421

3

$ 66,186
2
(6,788)

-

$ 59,398

2

$ 82,586
3
(6,165)

-

$ 76,421

3

$ 0.24
$ 0.23
2019
















Amount
%
$ 47,393

3

47,393

3
$ (146,441)
(9)
$ (183,351) (11)

(10,483)
(1)
$ (193,834)
(12)
$ (136,164) (8)

(10,277)
(1)
$ (146,441)
(9)
$ (0.67)
$ $
$
$
$ $
$
$
$ $


The accompanying notes are an integral part of the consolidated financial statements

(Concluded)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2019
Net loss for the three months ended March 31, 2019
Other comprehensive income for the three months ended
March 31, 2019, net of income tax
Total comprehensive income (loss) for the three months
ended March 31, 2019
Compensation cost of employee share options (Note 19 and
24)
Issue of ordinary shares under employee share options (Note
19 and 24)
BALANCE AT MARCH 31, 2019
BALANCE, JANUARY 1, 2020
Net income for the three months ended March 31, 2020
Other comprehensive income for the three months ended
March 31, 2020, net of income tax
Total comprehensive income (loss) for the three months
ended March 31, 2020
Compensation cost of employee share options (Note 19 and
24)
Treasury stock transferred to employees (Note 19 and 24)
Issue of ordinary shares under employee share options (Note
19 and 24)
BALANCE AT MARCH 31, 2020
Equity Attributable toOwners of theCompany Equity Attributable toOwners of theCompany Non-controlling
Interests
$ 33,342

(10,483)
206

(10,277)

-
-

$ 23,065

$ 30,692

(6,788)
623

(6,165)

-
-
-

$ 24,527
Total Equity
$ 8,077,615
(193,834)
47,393
(146,441)
2,856
632
$ 7,934,662
$ 7,728,170
59,398
17,023
76,421
2,978
224,084
5,731
$ 8,037,384
Share Capital
Ordinary Shares
$ 2,987,432

-

-


-

-

492

$ 2,987,924

$ 2,996,759

-

-


-

-
-

2,310

$ 2,999,069
Capital Surplus
$ 6,551,481
-
-
-
2,856
140
$ 6,554,477
$ 5,145,377
-
-
-
2,978
-
3,421
$ 5,151,776
**Accumulated **
deficits
Deficits
to be offset
$ (1,434,755)
(183,351)
-
(183,351)
-
-
$ (1,618,106)
$ (183,307)
66,186
-
66,186
-
-
-
$ (117,121)
Other Equity
Unrealized gain
(loss) from
Differences from
financial asset
Translating
measured at fair
Financial
value through
Statement of
other
Foreign
comprehensive
Operations
income
$ 149,454
$ (2,290)

-
-

45,358

1,829


45,358

1,829

-
-

-

-

$ 194,812
$ (461)

$ 4,057
$ 1,750

-
-

15,235

1,165


15,235

1,165

-
-
-
-

-

-

$ 19,292
$ 2,915
Treasury Shares
$ (393,203)

-
-

-

-
-

$ (393,203)

$ (267,158)

-
-

-

-
224,084
-

$ (43,074)
Total
$ 8,044,273

(183,351)
47,187

(136,164)

2,856
632

$ 7,911,597

$ 7,697,478

66,186
16,400

82,586

2,978
224,084
5,731

$ 8,012,857









Legal Reserve
$ 186,154

-
-

-

-
-

$ 186,154

$ -

-
-

-

-
-
-

$ -

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

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
Loss on financial assets and liabilities at fair value through profit or
loss
Finance costs
Interest income
Compensation cost of employee share options
Loss on disposal of investments
Unrealized loss (gain) on foreign currency exchange
Changes in operating assets and liabilities
Increase in financial assets mandatorily classified as at fair value
through profit or loss
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 usedfrom operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial asset at fair value through other
comprehensive income
Purchase for property, plant and equipment
Purchase of intangible assets
Decrease in other financial assets
Decrease in other non-current assets
Interest received

Net cash generated from investing activities
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **





2020
$ 102,808
19,659
22,991
2,762
1,078
(19,520)
2,978
40,928
5,216
(41,290)
(102,534)
(770,588)
101,592
219,745
(130,782)
71,277
(102)

(473,782)
(1,078)
(1,913)

(476,773)

9,032
(4,620)
(149)
324,028
3,901
18,539

350,731
2019
$ (195,146)
18,848
14,984
110
1,150

(27,007)
2,856
-
(4,713)

(1,955)

306,514

(287,201)

7,028

(309,196)

(95,995)
73,212

(88)

(496,599)

(1,150)

(1,689)

(499,438)
-

(89,805)

-

761,217

4,070

24,585

700,067
(Continued)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in guarantee deposits

Issue of ordinary shares under employee share options
Treasury stock transferred to employees

Net cash generated (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 Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **





2020
$ (20,123)
5,731
224,084

209,692

14,277

97,927
3,461,503

$ 3,559,430
2019
$ (152,088)
632

-

(151,456)

11,165

60,338

2,355,926
$ 2,416,264

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019 (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”), formerly named as Orise Technology Co., Ltd., was incorporated in the Republic of China (“ROC”) in January 2006 and moved to Hsinchu Science Park in April in the same year. The Company’s shares have been listed on the Taiwan Stock Exchange (“TSE”) since July 2007. On January 2, 2015, the Company acquired FocalTech Corporation, Ltd. through a share swap and renamed on January 17, 2015. This acquisition was comprehensively considered as a reverse merger, where FocalTech Corporation, Ltd. was treated as the acquirer in the financial statements. The Company is mainly engaged in research, development, design, manufacturing, and sales of solutions regarding to human and machine interface devices, such as Display Driver IC, Touch Control IC and so on.

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 May 8, 2020.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

The initial application of the amendments to the IFRSs endorsed and issued in to effect by the FSC did not have a significant impact on the Group’s accounting policies.

  • b. New IFRSs in issue but not yet endorsed and issued into effect 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 17 “Insurance Contracts”

Amendments to IAS 1 “Definition of Materiality”
Effective Date
Announced by IASB (Note 1)
To be determined
January 1, 2021
January 1, 2022
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

As of the date the consolidated financial statements were authorized for issuance, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have impact on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations

This is the translation of the financial statements. CPAs do not audit or review on this translation.

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 the financial instruments measured at fair value and the net defined benefit liabilities recognized in the fair value of the estimated assets, and explained in the accounting policies below.

The evaluation of fair value could be classified into Level 1 to Level 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

The detail information, holding percentages, and main business of the subsidiaries could be found in Note 12.

  • 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, 2019.

  • 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, and 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 and the tax rate that would be applicable to expected total annual earnings.

5. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATIONS AND ASSUMPTIONS

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, 2019.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

6. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
December 31,
March 31, 2020 2019 March 31, 2019
Cash on hand $ 11,562
$ 4,381 $ 3,498
Checking accounts and demand deposits 2,198,323 2,103,526 827,044
Cash equivalent (fixed deposit with original
maturities less than three months) 1,349,545
1,353,596 1,585,722
$ 3,559,430
$ 3,461,503 $ 2,416,264

The market rate intervals of cash in bank at the end of the reporting period were as follows:

December 31,
March 31, 2020
2019
March 31, 2019
Demand deposits 0.001%-0.35% 0.001%-0.35%
0.001%-0.5%
Fixed deposits 0.7%-2.5% 1.56%-2.32%
1.1%-3%
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS-NON-CURRENT
December 31,
March 31, 2020
2019
March 31, 2019
Mandatorily at fair value through profit or loss
(FVTPL)
Listed preferred shares $ 10,336 $ 10,931 $ 10,710
Private Funds 43,846 45,423 42,414
Structured Investments
-

-

61,092
$ 54,182 $ 56,354 $ 114,216
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
December 31,
March 31, 2020 2019
March 31, 2019
Investments in debt instruments
Current
Foreign investments
Fixed income bonds $ 112,347 $ 120,475 $ 140,911
Non–Current
Foreign investments
Fixed income bonds $ 62,560 $ 60,898 $ 175,945
Yield rates 2.307%-4.117% 2.307%-4.117% 1.963%-4.117%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS-NON-CURRENT

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

This is the translation of the financial statements. CPAs do not audit or review on this translation.

9. OTHER FINANCIAL ASSETS

December 31,
March 31, 2020
2019
March 31, 2019
Time deposits with original maturities more than
three months $ 1,281,055
$ 1,596,292 $ 1,533,892
Market rate intervals 1.5%-4.18% 1.5%-4.18% 0.8%-4.18%
TRADE RECEIVABLES, NET
December 31,
March 31, 2020
2019
March 31, 2019
Trade receivables $ 1,527,095
$ 1,420,459 $ 678,286

10. TRADE RECEIVABLES, NET

The average credit period on sales of goods was 60-120 days. 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 receivable at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. In this regard, the Group’s management believes the Group’s credit risk was significantly reduced.

The Group applies the simplified approach prescribed by IFRS 9, which permits the use of allowances of expected credit losses over the lifetime for all trade receivables. The expected credit losses on trade receivables are estimated by using an allowance matrix with references to past customer default records, customer’s current financial position, and general economic conditions of the industry. Due to the past experiences, there is no significant difference in the loss patterns of different customer groups. Therefore, the allowance matrix does not further distinguish the customer base, and only sets the expected credit loss rate based on the overdue days of trade receivable.

The following table details the loss allowance of trade receivables based on the Group’s allowance matrix.

March 31, 2020


Expected credit loss
rate
Gross carrying amount
and Amortized cost

December 31, 2019

Expected credit loss
rate
Gross carrying amount
and Amortized cost

March 31, 2019

Expected credit loss
rate
Gross carrying amount
and Amortized cost
Non Past Due
0%
$1,292,282

Non Past Due
0%

$1,420,085

Non Past Due
0%
$ 665,432

Overdue 1-60
Days
0%
$ 233,934

Overdue 1-60
Days
0%
$ 374

Overdue 1-60
Days
0%
$ 12,854
Overdue 61-180
Days
0%
$ 879

Overdue 61-180
Days
0%
$ -

Overdue 61-180
Days
0%
$ -
Overdue Over
181 Days
0%
$ -
Overdue Over
181 Days
0%
$ -

Overdue Over
181 Days
0%
$ -
Total


0%
$ 1,527,095
Total


0%
$ 1,420,459
Total
0%
$ 678,286

This is the translation of the financial statements. CPAs do not audit or review on this translation.

11. INVENTORIES

December 31, December 31,
March 31, 2020 2019 March 31, 2019
Finished goods $ 790,604
$ 476,430 $ 391,799
Work in progress 1,054,133 775,899 1,276,618
Raw materials and supplies 502,304
318,424 745,279
$ 2,347,041
$ 1,570,753 $ 2,413,696

The cost of goods sold for the three months ended March 31, 2020 and 2019 was $2,269,808 thousand and $1,296,244 thousand.

12. SUBSIDIARIES

Details of the Group’s subsidiaries included in the consolidated financial statements were as follows:

Investor
Investee
Main Businesses
Proportion of Ownership
March 31,
2020
December 31,
2019
March 31,
2019
FocalTech Systems
Co., Ltd.
FocalTech Corporation,
Ltd.
Investment activity
FocalTech Electronics,
Ltd.
Investment activity
100%
100%
100%
100%
100%
100%
FocalTech Systems
Co., Ltd. And
FocalTech
Electronics Co.,
Ltd. (a)
FocalTech Smart Sensors,
Ltd.
Investment activity
67.15%
67.15%
61.88%
FocalTech Smart
Sensors, Ltd.(a)
FocalTech Smart Sensors
Co., Ltd.
Research, development,
manufacturing and sale of
integrated circuits
100%
100%
100%
FocalTech
Corporation,Ltd.
FocalTech Systems, Inc.
Investment activity
100%
100%
100%
FocalTech Systems,
Inc.
FocalTech Systems, Ltd.
Research, development,
manufacturing and sale of
integrated circuits
100%
100%
100%
FocalTech Systems,
Ltd.
FocalTech Systems
(Shenzhen) Co., Ltd.
Design and research of
integrated circuits
FocalTech Electronics
Co.,Ltd.
Import and export of integrated
circuits
100%
100%
100%
100%
100%
100%
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 and
sale of integrated circuits
100%
100%
100%
100%
100%
100%
100%
100%
100%
  • a. FocalTech Smart Sensors, Ltd. issued its ordinary shares but the Group did not subscribe according to the shareholding ratio causing changes in the shareholding ratio.

As of March 31, 2020 and 2019, 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., Hefei PineTech Electronics Co., Ltd. and FocalTech Smart Sensors, Ltd.

The financial statements of the immaterial subsidiaries had not been reviewed by the auditors. As of March 31, 2020 and 2019, the total amounts of assets of the immaterial subsidiaries were $588,619 thousand, and $394,441 thousand, 5% and 4% of total consolidated assets, respectively. The total amounts of liabilities were $98,299 thousand, and $42,116 thousand, 2% and 2% of total consolidated liabilities, respectively.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

For the three months ended March 31, 2020 and 2019, the total immaterial subsidiaries comprehensive loss has been recognized $(25,489) thousand, $(55,298) thousand, that held (33%), and(38%) in the consolidated statements of comprehensive loss, respectively.

13. PROPERTY, PLANT AND EQUIPMENT


Cost


Balance at January 1, 2019

Additions

Effect of foreign currency
exchange differences


Balance at March 31, 2019


Accumulated depreciation


Balance at January 1, 2019

Depreciation

Effect of foreign currency
exchange differences


Balance at March 31, 2019


Carrying amounts at March 31,
2019

Cost


Balance at January 1, 2020

Additions

Reclassification

Effect of foreign currency
exchange differences


Balance at March 31, 2020


Accumulated depreciation


Balance at January 1, 2020

Depreciation

Effect of foreign currency
exchange differences


Balance at March 31, 2020


Carrying amounts at December
31, 2019 and January 1,
2020

Carrying amounts at March 31,
2020
Buildings
Development
Equipment
$ 1,375,563 $ 192,558

-
89,271
30,435

1,373

$ 1,405,998
$ 283,202

$ 51,610 $ 138,166

9,303
7,760
1,105

848

$ 62,018
$ 146,774

$ 1,343,980
$ 136,428

$ 1,322,961 $ 285,660

-
4,442
-
(261)
(
9,422)

718

$ 1,313,539
$ 290,559

$ 84,761 $ 174,368

8,824
9,936
(
689)

354

$ 92,896
$ 184,658

$ 1,238,200
$ 111,292

$ 1,220,643
$ 105,901
Office
Equipment

$ 15,970

-
272

$ 16,242

$ 11,635

332
175

$ 12,142

$ 4,100


$ 15,548

-
-
(
84)

$ 15,464

$ 12,431

232
(
63)

$ 12,600

$ 3,117

$ 2,864
Information
Equipment
$ 42,675

534
866

$ 44,075

$ 31,508

927
616

$ 33,051

$ 11,024


$ 42,621

178
261
(
284)

$ 42,776

$ 33,752

667
(
221)

$ 34,198

$ 8,869

$ 8,578
Leasehold
Improve-
ments
$ 38,956

-
326

$ 39,282

$ 38,431

526
325

$ 39,282

$ -

$ 38,388

-
-
(
100)

$ 38,288

$ 38,388

-
(
100)

$ 38,288

$ -

$ -
Total
$ 1,665,722
89,805
33,272

$ 1,788,799
$ 271,350
18,848
3,069

$ 293,267
$ 1,495,532
$ 1,705,178
4,620
-
(
9,172)
$ 1,700,626
$ 343,700
19,659
(
719)
$ 362,640
$ 1,361,478
$ 1,337,986

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 were not been pledged as collateral.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

14. GOODWILL

Ending balance

December 31,
March 31, 2020
2019
March 31, 2019
$ 1,237,268
$ 1,237,268 $ 1,237,268

Considering the synergy of integration of LCD driver and touch controller under the industry trend, the reverse merger was triggered by FocalTech Corporation, Ltd. on January 2, 2015, generating the goodwill of $3,237,268 thousand. In 2018, the impacts of market improper competition and the shortage of wafer supply made the company a serious market share decline, which is expected to influence the market shares and gross margins in the future. Therefore, the recoverable amount from IDC (Integrated Driver Controller) less than the carrying value so the Company recognized the impairment loss of $2,000,000 thousand. In 2019, based on the market growth and market share gain in smartphone market, the Group estimated cash flows from sales of IDC (Integrated Driver Controller), and the recoverable amount exceeded the carrying value. Therefore, the Group did not recognize any impairment on goodwill.

The recoverable amount is calculated by IDC projected net cash flows, discounted at 10.66% and 9.95% for the years ended December 31, 2019 and 2018, under the assumptions of management team judgments and historical experiences with regard to future growth rates and gross margin .

15. OTHER INTANGIBLE ASSETS

Cost
Balance at January 1, 2019

Effect of foreign currency
exchange differences

Balance at March 31, 2019

Accumulated amortization
Balance at January 1, 2019

Amortization expense
Effect of foreign currency
exchange differences

Balance at March 31, 2019

Carrying amounts at March
31, 2019

Cost
Balance at January 1, 2020

Additions
Effect of foreign currency
exchange differences

Balance at March 31, 2020
Licenses
and
Franchises
$ 130,393

382

$ 130,775

$ 95,724
4,132

267

$ 100,123

$ 30,652

$ 127,719
-

891

$ 128,610
Software
$ 157,801
608

$ 158,409

$ 133,210

7,056
444

$ 140,710

$ 17,699

$ 154,970

149
1,093

$ 156,212
Patents
Trademark
$ 76,714 $ 74,000
5

-

$ 76,719
$ 74,000

$ 31,376 $ 29,600

1,946
1,850
5

-

$ 33,327
$ 31,450

$ 43,392
$ 42,550

$ 76,704 $ 74,000

-
-
(
1)

-

$ 76,703
$ 74,000
Total
$ 438,908

995
$ 439,903

$ 289,910

14,984

716
$ 305,610

$ 134,293

$ 433,393

149

1,983

$ 435,525

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Accumulated amortization
Balance at January 1, 2020

Amortization expense
Effect of foreign currency
exchange differences

Balance at March 31, 2020

Carrying amounts at
December 31, 2019and
January 1, 2020

Carrying amounts at March
31, 2020
$ 109,676
17,690

817

$ 128,183

$ 18,043

$ 427
$ 148,376

1,505
1,108

$ 150,989

$ 6,594

$ 5,223
$ 39,152

1,946
(
1)

$ 41,097

$ 37,552

$ 35,606
$ 37,000

1,850

-

$ 38,850

$ 37,000

$ 35,150
$ 334,204

22,991

1,924

$ 359,119

$ 99,189

$ 76,406

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
TRADE PAYABLES
December 31,
March 31, 2020 2019 March 31, 2019
Trade payables $ 2,212,002
$ 1,986,219 $ 1,323,691

16. TRADE PAYABLES

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.

17. OTHER PAYABLES

December 31,
March 31, 2020
2019
March 31, 2019
Payable for rebates $ 406,112
$ 408,291 $ 267,003
Payable for salaries and bonus 285,137 411,236 308,173
Payable for labor, health and social insurance 25,901 12,367 15,158
Reserve for litigations 50,514 50,105 52,280
Payable for professional services and others
61,152

72,450

58,853
$ 828,816
$ 954,449 $ 701,467

18. RETIREMENT BENEFIT

Employee benefit expenses in respect of the Company’s defined benefit retirement plans were $91 thousand and $112 thousand for the three months ended March 31, 2020 and 2019, respectively, and were calculated using the actuarially determined pension cost discount rate as of December 31, 2019 and 2018.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

19. EQUITY

a. Share capital

Ordinary shares (NT$10 par value per share)

December 31,
March 31, 2020
2019
March 31, 2019
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)
299,907

299,676

298,792
Shares issued $ 2,999,069
$ 2,996,759 $ 2,987,924

b. Capital surplus

BALANCE, JANUARY 1, 2019
Compensation cost of employee share
options
Issue of ordinary shares under
employee share options
Employee share options expired
BALANCE AT MARCH 31, 2019
BALANCE, JANUARY 1, 2020
Compensation cost of employee share
options
Issue of ordinary shares under
employee share options
BALANCE AT MARCH 31, 2020
A
Pai
dditional
d-in Capital
(1)
$6,422,355
-
940

-
$ 6,423,295
$5,037,671
-

7,813
$ 5,045,484
Treasury Shares
(1)
$ 40,868
-
-

-
$ 40,868
$ 48,662
-

-
$ 48,662
Changes in
ownership
interests in
subsidiaries (2)
$ 20,448
-
-

-
$ 20,448
$ -
-

-
$ -
Employee Share
Options
(3)

$ 47,476
2,856
(800 )

(397)
$ 49,135

$ 25,510
2,978

(4,392)
$ 24,096
Employee Share
Options -Expired
(2)

$ 20,334
-
-

397
$ 20,731
$ 33,534
-

-
$ 33,534
Total































$6,551,481
2,856
140

-
$ 6,554,477

$5,145,377
2,978

3,421

$5,151,776
  • 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

The amendments to the Company’s Articles of Incorporation had been approved by the Company’s shareholders in its meeting held on June 20, 2019, which stipulate that earnings distribution may be made on a quarterly basis after the close of each quarter.

The Company’s amended Articles of Incorporation provide that, when distributing earnings belonging to the first three quarter, the Company shall first estimate and reserve taxes to be paid, offset its deficits, estimate and reserve employees’ compensation and remuneration to directors, then set aside a legal capital reserve at 10% of the remaining earnings and set aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings at the beginning shall be used by the Company’s board of directors as the basis for proposing a distribution plan after the Company’s board of directors consider operational situation and retain proper amount. By way of stock dividends, it shall be approved by the Company’s shareholders in its meeting; by way of cash dividends, it shall be approved by the Company’s board of directors.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

When distributing annual earnings, the Company shall pay taxes, offset its losses, set aside 10% as legal reserve, then set aside or reverse a special reserve in accordance with relevant laws or regulations. The Board of Directors shall prepare a distribution proposal for the remaining earnings plus the unappropriated retained earnings of previous years. Earnings distribution may be made in the form of shares after an approved resolution made by the shareholders’ meeting. Pursuant to the Company Act, the distributable dividends and bonuses or the legal reserve and the capital reserve (stipulated in Article 241, Paragraph 1 of the Company Act) in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition to a report of such distribution shall be submitted to the shareholders’ meeting.

Before the amendment of the Company’s Articles of Incorporation on shareholders’ meeting on June 20, 2019, the earing distribution is only allowed after yearly closing by the approval of the shareholders’ meeting. The rest retained earnings and dividends policy are consistent.

On May 8, 2020, the board of directors proposed that the Company’s Articles of Incorporation amended on June 20, 2019 will be revised back to the previous version.

See Note 21(c) for policy stipulated in the Articles of Incorporation regarding compensation and remuneration for employees and directors.

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.

NT$183,307 thousand from capital surplus for loss offsetting as well as the cash distribution of NT$150,000 thousand, i.e. approximately NT$0.5 per share, from additional paid-in capital had been proposed in the board of directors meeting on May 8, 2020.

The proposals for 2019 deficit compensation and cash distribution from additional paid-in capital are subject to the resolution of the shareholders’ meeting to be held in June 2020.

NT$186,154 thousand from legal reserve and NT$1,248,601 thousand from capital surplus for loss offsetting as well as the cash distribution of NT$150,000 thousand, NT$0.52010840 per share, from additional paid-in capital had been approved in the Company’s shareholders’ meeting on June 20, 2019.

  • d. Treasury stock
Shares
(In Thousands)
Number of shares on January 1 and March 31, 2019
15,970
Number of shares at January 1, 2020 10,978
Decrease during the period
(9,247)
Number of shares on March 31, 2020
1,731

The detailed information for other Shares Buy Back Programs could be found in Note 24 (b).

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.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

20. REVENUE

REVENUE
IC for portable devices

Contract balances
March 31, 2020
Contract liabilities
Sales of goods
$ 128,154

NET INCOME
a. Depreciation and amortization
Property, plant and equipment

Intangible assets


An analysis of deprecation by function
Operating costs

Operating expenses










For the Three Months Ended
March 31
2020
2019
$ 2,909,637
$ 1,639,942
December 31,
2019
March 31, 2019
$ 53,847
$ 98,766
For the Three Months Ended
March 31



2020
$ 19,659

22,991

$ 42,650

$ 196

42,454

$ 42,650
2019
$ 18,848

14,984
$ 33,832
$ 382

33,450
$ 33,832

21. NET INCOME

  • b. Employee benefits expense
Post-employment benefits
Defined contribution plans

Defined benefit plans (Note 18)
Share-based payments (Note 24)
Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

For the Three Months Ended
March 31
For the Three Months Ended
March 31


2020
2019
$ 7,013
$ 7,171
91
112
2,978
2,856

356,565

377,916
$ 366,647
$ 388,055
For the Three Months Ended
March 31


2020
$ 29,245


337,402

$ 366,647
2019
$ 27,048

361,007
$ 388,055

This is the translation of the financial statements. CPAs do not audit or review on this translation.

  • c. The remuneration to employees and directors

The Company stipulates to distribute employees’ compensation and remuneration to directors at the rates no less than 1% and no higher than 1.5%, respectively, of the profit before income tax, employees’ compensation, and remuneration to directors. When the company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate the employees’ compensation and remuneration to directors in proportion to the preceding paragraph. The Company’s did not accrue employees’ compensation and remuneration to directors resulting from the loss offsetting not approved by the shareholders’ meeting yet. ; due to the net loss before tax from January 1 to March 31, 2019, there was no accrual for remuneration to employees and 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.

Information on the employees’ compensation and remuneration to directors resolved by the Company’s board of directors are available on the Market Observation Post System website of the Taiwan Stock Exchange.

22. INCOME TAXES

  • a. Major components of tax expense (benefit) recognized in profit or loss:
Current tax
In respect of the current year
Deferred tax
In respect of the current year
Income tax expense (benefit) recognized in profit or loss
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **

2020
$ 31,081
12,329
$ 43,410
2019
$ 556
(1,868)
($ 1,312)

b. Income tax assessments

The Company’s tax returns up to 2017, and FocalTech Electronics Co., Ltd. FocalTech Smart Sensors Co., Ltd.’s tax returns up to 2018 have been assessed by the tax authorities.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

23. EARNINGS PER SHARE

Unit: NT$ Per Share

Basic earnings per share
Diluted earnings per share
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31
2020
$ 0.24
$ 0.23
2019
$ (0.67)

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:

Net profit (loss) for the year

Earnings used in the computation of basic earnings per share
F or the Three Months Ended
March 31
or the Three Months Ended
March 31
2020
$ 66,186
2019
$(183,351)

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:
Employee share option (Note)
Employees’ compensation or bonus issue to employees (Note)
Weighted average number of ordinary shares used in the computation
of diluted earnings per share
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31


2020
278,833

10,921

484

290,238
2019
274,456
-

-
-

Note The Company has a net loss after tax, so there is no dilution effect in the calculation of earnings of shares for the three months ended March 31, 2019.

24. SHARE-BASED PAYMENT ARRANGEMENTS

The Company did not have new share option plan issued for employees for the three months ended March 31, 2020 and 2019. The detailed information could be found in Note 24 of the consolidated financial statements of the year ended December 31, 2019.

a. Employee stock option plan

Information about outstanding options for the three months ended March 31, 2020 and 2019 is as following:

This is the translation of the financial statements. CPAs do not audit or review on this translation.

March 31, 2020


Employee
Stock Option
Plan
Beginning Balance
Options unvested

Options unvested
Options exercised Options exercised Options expired
Weighted-
average
Exercise
Price
(NT$)
$ -

-
EndingBalance EndingBalance
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options

-

-
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
2006

2015
805,599
677,500
$ 23.49
12.20
$ -

-
(196,000)
(35,000)
$ 27.06
12.20

-

-
609,599
642,500
$ 22.35
12.20

March 31, 2019


Employee
Stock Option
Plan
Beginning Balance
Options unvested

Options unvested
Options exercised Options exercised Options expired
Weighted-
average
Exercise
Price
(NT$)
$ 28.30
37.90

-
EndingBalance EndingBalance
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options

-

-
(22,250)
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
2006

2013

2015
1,594,999

627,250
985,750
$ 19.86
37.90
12.20
$ -

-
12.20
( 6,200)

-
(43,000)
$ 17.24

-
12.20
( 14,400)
(7,000)


-
1,574,399

620,250
920,500
$ 19.79
37.90
12.20

b. Shares Buy Back Program

The Company's employee subscription base date was March 20, 2020.The eligible employees subscribed 7,848 thousand shares and 1,399 thousand shares at the price of 24.1 and 24.98 respectively, with total proceeds as 224,084 thousand NT dollars.

Information about Shares Buy Back Programs for the three months ended March 31, 2020 is as follows:

The 2nd Shares Buy Back Program The 3rd Shares Buy Back Program

The 2ndShares BuyBack Program The 2ndShares BuyBack Program The3rdShares BuyBack Program The3rdShares BuyBack Program The3rdShares BuyBack Program
Employee
subscription
base date
Shares
transferred (In
Thousands)
The fair
value of the
right to
subscribe
(NT$)
2016/10/28
2,624 $ 11.26
2017/02/24
50
11.26
2018/02/08
120
4.20
2018/04/24
255
4.30
2018/07/26
1,765
-
2019/05/07
186
-
Total
5,000
The 4th Shares BuyBack Program
Employee
subscription
base date
Shares
transferred (In
Thousands)
The fair
value of the
right to
subscribe
(NT$)
2020/03/20
7,848 $ 3.30


Total
7,848
Employee
subscription
base date
Shares
transferred (In
Thousands)
The fair
value of the
right to
subscribe
(NT$)
2017/07/24
3,198 $ 12.85
2018/07/26
3,515
-
2019/05/07
95
-



Total
6,808
The 5th Shares BuyBack Program
Employee
subscription
base date
2020/03/20
Total
Shares
transferred (In
Thousands)
Employee
subscription
base date
2019/05/07
2019/11/08
2020/03/20
Total
Shares
transferred (In
Thousands)
The fair
value of the
right to
subscribe
(NT$)
$ -

-
3.70

7,848

4,651

60

1,399
7,848 6,110

The 4th Shares Buy Back Pro gram The 5th Shares Buy Back Pro gram

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Compensation cost recognized for share-based payments above for the three months ended March 31, 2020 and 2019 were as follows:

Employee share option plans
Shares buy back and transfer to employee program
Capital surplus - employee share options
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **
2020
2019
$ -
$ 141
2,978
2,715
$ 2,978
$ 2,856
For the Three Months Ended
March 31
2020
$ 2,978
2019
$ 2,856

25. OPERATING LEASE ARRANGEMENTS

The Group is Lessee

The Company and its subsidiaries have lease contracts relate to office, plant and part of office equipment, and they would be expired around March 2021. Those agreements are short-term leases and qualified for the recognition exemption to leases so the Group does not recognize right-of-use assets and lease liabilities for these leases. The committed payments for the short-term leases were $17,060 and $17,466 thousand on March 31, 2020 and 2019.

The lease payments recognized in profit or loss for the current period were as follows:

lease payment For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **
2020
$ 8,743
2019
$ 9,333

26. 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.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

  • b. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

March 31, 2020
Financial assets at FVTPL
Listed preferred shares

Private funds

Total

Financial assets at FVTOCI
assets
Investments in debt instruments
Fixed income bonds

December 31, 2019
Financial assets at FVTPL
Listed preferred shares

Private funds

Total

Financial assets at FVTOCI
assets
Investments in debt instruments
Fixed income bonds

March 31, 2019
Financial assets at FVTPL
Listed preferred shares

Private funds
Structured Investments

Total

Financial assets at FVTOCI
assets
Investments in debt instruments
Fixed income bonds
Level 1
$ 10,336

-

$ 10,336

$ -

Level 1
$ 10,931

-

$ 10,931

$ -

Level 1
$ 10,710
-

-

$ 10,710

$ -
Level 2
$ -

-

$ -

$ 174,907

Level 2
$ -

-

$ -

$ 181,373

Level 2
$ -

-

61,092

$ 61,092

$ 316,856
Level 3
$ -

43,846

$ 43,846

$ -

Level 3
$ -

45,423

$ 45,423

$ -

Level 3
$ -

42,414

-

$ 42,414

$ -
Total
$ 10,336

43,846

$ 54,182

$ 174,907

Total
$ 10,931

45,423

$ 56,354

$ 181,373

Total
$ 10,710

42,414

61,092

$ 114,216

$ 316,856

There was no type transfer between Level 1 and Level 2 for the three months ended March 31, 2020 and 2019.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

  • 2) Reconciliation of financial instruments measured by Level 3 fair value

For the three months ended March 31, 2020

For the three months ended March 31, 2020
Financial assets at FVTPL
Balance, beginning of period

Purchases
Recognized in profit or loss(other income or loss)
Effect of foreign currency exchange differences

Balance, end of period
For the Three Months Ended
**March 31 **


2020
$ 45,423

362
(2,166)
227

$ 43,846
2019
$ 41,023
1,955
(665)
101
$ 42,414
  • 3) Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement

The fair values of foreign fixed income bonds are determined by quoted market prices provided by the independent third party. The fair values of structured investments are determined by quoted prices provided by the seller.

  • 4) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement

The unlisted equity investment is measured by the market approach, which decides fair value by referring to the recent financing activities of investees or the market transaction prices and status of the similar companies. The Company had carefully evaluated and selected the suitable evaluation method, but the use of different evaluation models or fair values may result in different evaluation results.

  • c. Categories of financial instruments
December 31, December 31,
March 31, 2020 2019 March 31, 2019
Financial assets
Fair value through profit or loss (FVTPL)
Mandatorily at FVTPL $ 54,182
$ 56,354 $ 114,216
Amortized cost (Note 1) 6,487,846 6,597,902 4,658,683
Financial assets at FVTOCI
Investments in debt instruments 174,907 181,373 316,856
Financial liabilities
Amortized cost (Note 2) 3,416,455 3,335,028 2,149,520
  • 1) The amounts included financial assets measured at amortized cost, which comprise cash and cash equivalents, trade receivables, other financial assets and refundable deposits, booked in other non-current assets.

  • 2) The balances included financial liabilities measured at amortized cost, which comprise trade and other payables and deposits received.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

d. Financial risk management objectives and policies

The Group’s major financial instruments include cash and cash equivalents, trade receivable, other financial assets, financial assets at FVTPL, financial assets at FVTOCI, trade and other payables. 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 31.

Sensitivity analysis

The Group was mainly exposed to the U.S. dollar.

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.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Profit or loss/
equity
USD Impact USD Impact
For the Three Months Ended
March 31
2020
$ 18,831(i)
2019
$ 26,192(i)
  • 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.

b) Interest rate risk

The Group was exposed to interest risk arising from fixed rate time deposits, bond investments, and floating rate demand deposits and structured investments. 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,
March 31, 2020
2019
March 31, 2019
Fair value interest rate risk
Financial assets $ 2,805,507
$ 3,131,261 $ 3,436,470
Cash flow interest rate risk
Financial assets $ 2,198,323
$ 2,103,526 $ 888,136

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 three months ended March, 2020 and 2019 would decrease/increase by $1,374 thousand and $555 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.

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 March 31, 2020, the Group’s five largest customer took 65% of total trade receivables, the remaining transactions with a large number of unrelated customers, thus, no significant concentration of credit risk was observed.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Credit risk management for investments in debt instruments

The Group’s investments in debt instruments are financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. The Company policy allows only to invest the targets with credit ratings equal to or higher than the investment grade and with low credit risk after the impairment assessment. Credit rating information is provided by independent rating institute. The Group continuously tracks external rating information to monitor changes in credit risk of the invested debt instruments, and also examines other information such as the bond yield curve and the debtor's material information to assess whether the credit risk of the debt instrument investment has increased significantly after the original recognition.

The Group assesses the 12-month expected credit loss based on the probability of default and loss given from default provided by external credit rating agencies. The current credit risk assessment policies and carrying amount of investments in debt instruments for each credit rating are as follows:

Category
Performing
Category
Performing
Category
Performing
Description
Basis for
Recognizing
Expected Credit
Loss

The debtor with low credit
risk and fully capable paying
off contractual cash flows
12 months expected
credit loss
Description
Basis for
Recognizing
Expected Credit
Loss

The debtor with low credit
risk and fully capable paying
off contractual cash flows
12 months expected
credit loss
Description
Basis for
Recognizing
Expected Credit
Loss

The debtor with low credit
risk and fully capable paying
off contractual cash flows
12 months expected
credit loss
Expected
Credit Loss
Ratio
0%

Expected
Credit Loss
Ratio
0%

Expected
Credit Loss
Ratio
0%
Carrying
Amount as of
March 31,
2020
Carrying
Amount as of
March 31,
2020
$ 174,907
Carrying
Amount as of
December 31,
2019
$ 174,907
$ 181,373
Carrying
Amount as of
March 31,
2019
$ 181,373
$ 377,948

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 March 31, 2020, December 31, 2019, and March 31, 2019, the available unutilized short-term bank loan facilities refer to (b) Financing facilities.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

  • a) Liquidity and interest risk rate tables for non-derivative financial liabilities

The Group’s remaining contractual maturity for its 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.

March 31, 2020

b) Non-interest bearing
December 31, 2019
Non-interest bearing
March 31, 2019
Non-interest bearing
Financing facilities
Unsecured bank overdraft
facility, reviewed annually:
Amount used

Amount unused

On Demand or
Less than
1 Year
1-5 Years
$ 3,040,818
$ 375,637
On Demand or
Less than
1 Year
1-5 Years
$ 2,940,668
$ 394,360
On Demand or
Less than
1 Year
1-5 Years
$ 2,025,158
$ 124,362
March 31,
2020
December 31,
2019
March 31,
2019
$ - $ - $ -
800,000

800,000

1,207,870
$ 800,000
$ 800,000
$ 1,207,870

The amounts above included unsecured bank overdraft facility obtained by the Subsidiaries and only guaranteed by the Company credit.

27. 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
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31


2020
$ 21,870

10,774
135

777

$ 33,556
2019
$ 3,845
11,893
45

755
$ 16,538

This is the translation of the financial statements. CPAs do not audit or review on this translation.

28. 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,
March 31, 2020 2019 March 31, 2019
Pledge deposits $ 4,000
$ 4,000 $ 4,000

29. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACTUAL COMMITMENTS

FocalTech Electronics, Ltd., a subsidiary of the Company, filed a litigation of patent infringement against Novatek Microelectronics Corp. in September 2018 .As of the report issue date, the result of litigation and the effect on financial statements still could not be inferred.

30. SIGNIFICANT EVENTS AFTER REPORTING PERIOD

To increase the return on equity, the board of directors approved the reduction of capital on May 8, 2020. It will reduce the Company’s share capital by $899,721 thousand NT dollars, and estimated 89,972 thousand shares of the Company. Each share will return $3 and the ratio of capital reduction is 30%. The proposal will be resolved by the shareholders’ meeting on June 20, 2020.

Except for above mentioned event, there is no other significant event after reporting period.

31. 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:

March 31, 2020

Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
87,902
30.225 (USD:NTD) $ 2,656,834
USD 5,246 7.0851 (USD:RMB)
158,562
Financial liabilities
Monetary items
USD 101,135 30.225 (USD:NTD)
3,056,805
USD 4,473 7.0851 (USD:RMB)
135,211

This is the translation of the financial statements. CPAs do not audit or review on this translation.

December 31, 2019

Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
55,218
29.98 (USD:NTD) $ 1,655,432
USD 6,641 6.9762 (USD:RMB)
199,101
RMB
7,588 0.1433 (RMB:USD)
32,610
Financial liabilities

Monetary items
USD 38,218 29.98 (USD:NTD)
1,145,788
USD 5,644 6.9762 (USD:RMB)
169,222
March 31, 2019
Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
40,227
30.82 (USD:NTD) $ 1,239,795
USD 2,665 6.7335 (USD:RMB)
82,151
Financial liabilities
Monetary items
USD 15,759 30.82 (USD:NTD)
485,697
USD 10,137 6.7335 (USD:RMB)
312,417

32. SEGMENT INFORMATION

Segment information is provided to business decision makers to allocate resources and assesse segment performance. The Company operates the business of the sales and development of human and machine interface devices related IC under a single operation unit. Thus, the information of separate operating segments is not applicable.

This is the translation of the financial statements. CPAs do not audit or review on this translation.