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Macronix — Audit Report / Information 2013
Nov 13, 2013
52013_rns_2013-11-13_60af9415-d66f-4c47-ac44-51fc7e8b099c.pdf
Audit Report / Information
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Macronix International Co., Ltd.
Parent Company Only Financial Statements for the Years Ended December 31, 2013 and 2012 and Independent Auditors’ Report
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and the Stockholders Macronix International Co., Ltd.
We have audited the accompanying parent company only balance sheets of Macronix International Co., Ltd. (the “Company”) as of December 31, 2013 and 2012, and January 1, 2012 and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2013 and 2012. These parent company only financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of Macronix International Co., Ltd. as of December 31, 2013 and 2012, and January 1, 2012, and its financial performance and its cash flows for the years ended December 31, 2013 and 2012, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
March 17, 2014
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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MACRONIX INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 30) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 30) Notes receivable and trade receivables, net (Notes 4, 10 and 30) Receivables from related parties, net (Notes 4, 30 and 31) Other receivables (Notes 10, 30 and 31) Inventories (Notes 4 and 11) Other current assets (Note 16) Total current assets NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Notes 4, 8 and 30) Financial assets measured at cost - non-current (Notes 4, 9 and 30) Investment accounted for using equity method (Notes 4, 12 and 30) Property, plant and equipment (Notes 4, 13 and 32) Intangible assets (Notes 4 and 14) Deferred tax assets (Notes 4 and 25) Other financial assets - non-current (Notes 4, 15, 30 and 32) Other non-current assets (Note 16) Total non-current assets TOTAL |
December 31, 2013 | December 31, 2012 | January 1, 2012 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 17,726,603 26 Short-term borrowings (Notes 17 and 30) Notes payable and trade payables (Notes 18 and 30) - - Payables to related parties (Notes 30 and 31) Other payables (Notes 19 and 30) 2,421,492 4 Salary and bonus payable (Note 22) Payable for purchase of equipment (Note 30) 1,340,244 2 Current tax liabilities (Notes 4 and 25) 111,958 - Provisions - current (Notes 4 and 20) 6,398,789 9 Current portion of long-term borrowings (Notes 17, 407,057 1 30 and 32) Other current liabilities 28,406,143 42 Total current liabilities NON-CURRENT LIABILITIES 646,558 1 Long-term borrowings (Notes 17, 30 and 32) Accrued pension liabilities (Notes 4 and 21) 117,556 - Other non-current liabilities 3,037,580 5 Total non-current liabilities 34,855,166 51 71,050 - Total liabilities 544,075 1 EQUITY ATTRIBUTABLE TO OWNERS OF THE 167,543 - COMPANY (Notes 4 and 22) 25,226 - Ordinary shares Capital surplus 39,464,754 58 Retained earnings Legal reserve Unappropriated earnings (accumulated deficit) Other equity Treasury shares Total equity $ 67,870,897 100 TOTAL |
December 31, 2013 | December 31, 2012 | January 1, 2012 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount % $ 10,032,019 19 1,358 - 2,403,641 4 872,298 2 133,658 - 8,743,122 16 480,627 1 22,666,723 42 764,239 1 82,698 - 2,926,238 5 26,132,425 49 272,958 1 905,612 2 172,075 - 7,572 - 31,263,817 58 $ 53,930,540 100 |
Amount % $ 17,793,410 29 6,199 - 2,473,375 4 823,432 1 100,136 - 6,797,915 11 425,577 1 28,420,044 46 663,384 1 91,473 - 2,319,232 4 29,274,321 47 315,870 1 905,612 1 177,251 - 16,258 - 33,763,401 54 $ 62,183,445 100 |
Amount % $ 566,577 1 1,996,384 4 186,927 - 2,128,022 4 - - 428,987 1 352,048 1 117,876 - 7,656,919 14 48,839 - 13,482,579 25 10,942,978 20 825,606 2 600 - 11,769,184 22 25,251,763 47 35,214,730 65 344,166 - - - (7,178,843) (13) 457,785 1 (159,061) - 28,678,777 53 $ 53,930,540 100 |
Amount % $ 88,406 - 1,819,749 3 226,007 - 2,517,231 4 - - 389,782 1 336,591 1 70,818 - 5,233,718 8 70,592 - 10,752,894 17 15,799,897 26 718,614 1 130 - 16,518,641 27 27,271,535 44 35,214,623 57 343,869 - 2,695,275 5 (3,528,992) (6) 346,196 - (159,061) - 34,911,910 56 $ 62,183,445 100 |
Amount % $ 1,800,488 3 2,136,388 3 146,858 - 2,072,686 3 530,775 1 869,773 1 335,135 1 65,386 - 1,527,718 2 61,240 - 9,546,447 14 16,078,614 24 623,503 1 1,797 - 16,703,914 25 26,250,361 39 33,847,486 50 346,489 - 2,407,003 3 4,776,572 7 402,047 1 (159,061) - 41,620,536 61 $ 67,870,897 100 |
The accompanying notes are an integral part of the parent company only financial statements.
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MACRONIX INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Loss Per Share)
| NET OPERATING REVENUE (Notes 4, 23 and 31) OPERATING COSTS (Notes 4, 11, 21, 24 and 31) GROSS PROFIT REALIZED (UNREALIZED) GAIN ON TRANSACTIONS WITH SUBSIDIARIES (Note 4) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 4, 21, 24 and 31) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 24 and 31) Other gains and losses (Note 24) Finance costs (Notes 4 and 24) Share of loss of subsidiaries (Notes 4 and 24) Total non-operating income and expenses LOSS BEFORE INCOME TAX INCOME TAX BENEFIT (Notes 4 and 25) NET LOSS FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Exchange differences on translating foreign operations (Notes 4 and 22) Unrealized gain on available-for-sale financial assets (Notes 4 and 22) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE LOSS FOR THE YEAR |
2013 Amount % $ 21,870,599 100 20,089,829 92 1,780,770 8 (1,408) - 1,779,362 8 833,280 4 1,542,549 7 5,070,260 23 7,446,089 34 (5,666,727) (26) 209,759 1 128,739 1 (334,896) (2) (642,647) (3) (639,045) (3) (6,305,772) (29) (125) - (6,305,647) (29) 53,644 - 57,945 1 111,589 1 $ (6,194,058) (28) |
2012 | ||
|---|---|---|---|---|
| Amount % $ 23,888,847 100 21,656,168 91 2,232,679 9 1,664 - 2,234,343 9 907,948 4 1,513,406 6 4,546,195 19 6,967,549 29 (4,733,206) (20) 269,203 1 (101,308) - (302,953) (1) (646,763) (3) (781,821) (3) (5,515,027) (23) (77,011) - (5,438,016) (23) (72,737) - 16,886 - (55,851) - $ (5,493,867) (23) (Continued) |
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MACRONIX INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Loss Per Share)
| LOSS PER SHARE (Note 26) Basic Diluted |
2013 Amount % $ (1.79) $ (1.79) |
2012 | ||
|---|---|---|---|---|
| Amount % $ (1.55) $ (1.55) |
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
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MACRONIX INTERNATIONAL CO., LTD.
SEPARATE STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars, Except Dividends Per Share)
| BALANCE AT JANUARY 1, 2012 APPROPRIATION OF 2011 EARNINGS Legal reserve Cash dividends distributed by the Company - NT$0.38 per share Stock dividends distributed by the Company - NT$0.38 per share Net loss for the year ended December 31, 2012 Other comprehensive income (loss) for year ended December 31, 2012, net of income tax Total comprehensive income (loss) for the year ended December 31, 2012 Issue of ordinary shares under employee share options Differences between the fair value and carrying amount from equity transactions of subsidiaries Changes in capital surplus from subsidiaries accounted for by using equity method Company dividends received by its subsidiary BALANCE AT DECEMBER 31, 2012 Legal reserve used to offset accumulated deficit Net loss for the year ended December 31, 2013 Other comprehensive income for the year ended December 31, 2013, net of income tax Total comprehensive income (loss) for the year ended December 31, 2013 Issue of ordinary shares under employee share options Differences between the fair value and carrying amount from equity transactions of subsidiaries Changes in capital surplus from subsidiaries accounted for by using equity method BALANCE AT DECEMBER 31, 2013 |
Share Capital Capital Surplus $ 33,847,486 $ 346,489 - - - - 1,288,408 - - - - - - - 78,729 (4,160) - - - 113 - 1,427 35,214,623 343,869 - - - - - - - - 107 (13) - - - 310 $ 35,214,730 $ 344,166 |
Retained Earnings | Other Equity Exchange Unrealized Gain Differences from on Translating Available-for-sale Foreign Operations Financial Assets Treasury Shares $ (30,048) $ 432,095 $ (159,061) - - - - - - - - - - - - (72,737) 16,886 - (72,737) 16,886 - - - - - - - - - - - - - (102,785) 448,981 (159,061) - - - - - - 53,644 57,945 - 53,644 57,945 - - - - - - - - - - $ (49,141) $ 506,926 $ (159,061) |
Total Equity $ 41,620,536 - (1,288,408) - (5,438,016) (55,851) (5,493,867) 74,569 (2,460) 113 1,427 34,911,910 - (6,305,647) 111,589 (6,194,058) 94 (39,479) 310 $ 28,678,777 |
|---|---|---|---|---|
| Unappropriated Earnings (Accumulated Legal Reserve Deficit) $ 2,407,003 $ 4,776,572 288,272 (288,272) - (1,288,408) - (1,288,408) - (5,438,016) - - - (5,438,016) - - - (2,460) - - - - 2,695,275 (3,528,992) (2,695,275) 2,695,275 - (6,305,647) - - - (6,305,647) - - - (39,479) - - $ - $ (7,178,843) |
Exchange U Differences on Translating A Foreign Operations F $ (30,048) - - - - (72,737) (72,737) - - - - (102,785) - - 53,644 53,644 - - - $ (49,141) |
The accompanying notes are an integral part of the parent company only financial statements.
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MACRONIX INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments for: Depreciation expense Amortization expense Impairment loss recognized on trade receivables Finance costs Share of loss of subsidiaries Interest income Dividend income Loss on disposal of property, plant and equipment Gain on disposal of investments Impairment loss recognized on financial assets Unrealized (realized) gain on the transactions with subsidiaries Loss on foreign currency exchange Changes in operating assets and liabilities Decrease (increase) in financial assets held for trading Decrease (increase) in notes receivable and trade receivables Decrease (increase) in receivables from related parties Decrease (increase) in other receivables Increase in inventories Increase in other current assets Increase (decrease) in notes payable and trade payables Increase (decrease) in payables to related parties Increase (decrease) in other payables Increase in provisions Increase (decrease) in other current liabilities Increase in accrued pension liabilities Decrease in other operating liabilities Cash generated from operations Interest received Dividend received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Proceeds from return of capital by financial assets measured at cost Payments to acquire investment accounted for by using equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits |
2013 $ (6,305,772) 7,464,994 181,605 2,151 334,896 642,647 (109,274) (57,415) 7,970 - - 1,408 83,762 4,841 118,507 (58,254) (23,097) (1,945,207) (54,760) 177,070 (43,837) (392,110) 47,058 (21,776) 106,992 - 162,399 114,405 57,415 (334,617) - (398) - - 8,775 (1,279,496) (4,293,167) 3,704 223 |
2012 $ (5,515,027) 7,657,143 122,971 49,533 302,953 646,763 (154,349) (56,840) 138,361 (229) 6,583 (1,664) 5,031 (6,199) (104,130) 488,863 11,547 (399,126) (18,914) (286,537) 79,573 457,654 5,432 9,352 95,111 (530,775) 3,003,080 154,624 56,840 (309,042) (283,070) 2,622,432 (150,000) 150,229 19,500 - (2,749,224) 55,715 222 (Continued) |
|---|---|---|
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MACRONIX INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
| Payments for intangible assets Decrease (increase) in other financial assets Decrease in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits Cash dividends Proceeds from exercise of employee stock options Net cash generated from (used in) financing activities EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2013 $ (138,693) 2,815 8,259 (5,687,580) 1,724,911 (1,214,336) 2,800,000 (5,233,718) 470 - - 94 (1,922,579) (150,834) (7,761,391) 17,793,410 $ 10,032,019 |
2012 $ (367,766) (59,611) 8,611 (3,092,324) 624,730 (2,251,433) 6,200,000 (2,772,717) 5,553 (7,047) (1,288,408) 74,569 585,247 (48,548) 66,807 17,726,603 $ 17,793,410 |
|---|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
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NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
MACRONIX INTERNATIONAL CO., LTD.
1. GENERAL INFORMATION
Macronix International Co., Ltd. (the “Company”) was incorporated in the Republic of China (“ROC”) on December 9, 1989 and commenced business in December 1989. The Company operates principally as a designer, manufacturer and supplier of integrated circuits and memory chips. The Company also performs design, research and development, consultation and trade of relevant products.
The Company’s shares have been listed on the Taiwan Stock Exchange (TSE) since March 15, 1995. The Company listed a portion of its shares on the NASDAQ Stock Market in the form of American Depositary Shares (ADSs) in May 1996 but delisted on October 29, 2007.
2. APPROVAL OF FINANCIAL STATEMENTS
The parent company only financial statements were approved and authorized for issue by the Board of Directors on March 17, 2014.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. New, amended and revised Standards and Interpretations (the “New IFRSs”) in issue but not yet effective
The Company has not applied the following International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) issued by the IASB. As of the date that the parent company only financial statements were authorized for issue, the Financial Supervisory Commission (the “FSC”) has not announced the effective dates for the following new, amended and revised standards and interpretations (the “New IFRSs”). Under this framework, starting January 1, 2015, the previous version of IFRSs endorsed by the FSC (the 2010 IFRSs version) currently applied by companies with shares listed on the Taiwan Stock Exchange or traded on the Taiwan GreTai Securities Market or Emerging Stock Market will be replaced by the updated IFRSs without IFRS 9 (the 2013 IFRSs version). However, as of the date that the parent company only financial statements were authorized for issue, the FSC has not endorsed the following new, amended and revised standards and interpretations issued by the IASB (the “New IFRSs”) included in the 2013 IFRSs version. Furthermore, the FSC has not announced the effective date for the following New IFRSs that are not included in the 2013 IFRSs version.
| The New IFRSs included in the 2013 IFRSs version not yet endorsed by the FSC Improvements to IFRSs (2009) - amendment to IAS 39 |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2009 and January 1, 2010, as appropriate (Continued) |
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Effective Date Announced by IASB (Note 1)
Amendment to IAS 39 “Embedded Derivatives”
Improvements to IFRSs (2010)
Annual Improvements to IFRSs 2009-2011 Cycle Amendment to IFRS 1 “Limited Exemption from Comparative IFRS 7 Disclosures for First-Time Adopters” Amendment to IFRS 1 “Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters” Amendment to IFRS 1 “Government Loans” Amendment to IFRS 7 “Disclosure - Offsetting Financial Assets and Financial Liabilities” Amendment to IFRS 7 “Disclosure - Transfer of Financial Assets” IFRS 10 “Consolidated Financial Statements” IFRS 11 “Joint Arrangements” IFRS 12 “Disclosure of Interests in Other Entities” Amendments to IFRS 10, IFRS 11 and IFRS 12 “Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance”
Amendments to IFRS 10 and IFRS 12 and IAS 27 “Investment Entities” IFRS 13 “Fair Value Measurement” Amendment to IAS 1 “Presentation of Other Comprehensive Income” Amendment to IAS 12 “Deferred tax: Recovery of Underlying Assets” IAS 19 (Revised 2011) “Employee Benefits” IAS 27 (Revised 2011) “Separate Financial Statements” IAS 28 (Revised 2011) “Investments in Associates and Joint Ventures” Amendment to IAS 32 “Offsetting Financial Assets and Financial Liabilities” IFRIC 20 “Stripping Costs in Production Phase of a Surface Mine”
Effective for annual periods ending on or after June 30, 2009 July 1, 2010 and January 1, 2011, as appropriate January 1, 2013 July 1, 2010
July 1, 2011
January 1, 2013 January 1, 2013
July 1, 2011 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2013
January 1, 2014 January 1, 2013 July 1, 2012 January 1, 2012 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2014 January 1, 2013
The New IFRSs not included in the 2013 IFRSs version
Annual Improvements to IFRSs 2010-2012 Cycle Annual Improvements to IFRSs 2011-2013 Cycle IFRS 9 “Financial Instruments”
Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of IFRS 9 and Transition Disclosures” IFRS 14 “Regulatory Deferral Accounts” Amendment to IAS 19 “Defined Benefit Plans: Employee Contributions”
Amendment to IAS 36 “Impairment of Assets: Recoverable Amount Disclosures for Non-Financial Assets”
Amendment to IAS 39 “Novation of Derivatives and Continuation of Hedge Accounting” IFRIC 21 “Levies”
July 1, 2014 (Note 2) July 1, 2014 Effective date not determined Effective date not determined January 1, 2016 July 1, 2014 January 1, 2014 January 1, 2014 January 1, 2014 (Concluded)
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after the respective effective dates.
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Note 2: The amendment to IFRS 2 applies to share-based payment transactions for which the grant date is on or after 1 July 2014; the amendment to IFRS 3 applies to business combinations for which the acquisition date is on or after 1 July 2014; the amendment to IFRS 13 is effective immediately; the remaining amendments are effective for annual periods beginning on or after July 1, 2014.
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b. Significant impending changes in accounting policy that would result from future adoption of New IFRSs in issue but not yet effective
Except for the following, the impending initial application of the above New IFRSs, whenever applied, would not have any material impact on the Company’s accounting policies:
- 1) IFRS 9 “Financial Instruments”
Recognition and measurement of financial assets
With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Specifically, financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of subsequent accounting periods. All other financial assets are measured at their fair values at the end of reporting period. However, the Company may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss.
Effective date
The mandatory effective date of IFRS 9, which was previously set at January 1, 2015, was removed and will be reconsidered once the standard is complete with a new impairment model and finalization of any limited amendments to classification and measurement.
- 2) New and revised standards on consolidation, joint arrangement, and associates and disclosure
IFRS 12 “Disclosure of Interests in Other Entities”
IFRS 12 is a new disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. In general, the disclosure requirements in IFRS 12 are more extensive than in the current standards.
- 3) IFRS 13 “Fair Value Measurement”
IFRS 13 establishes a single source of guidance for fair value measurements. It defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The disclosure requirements in IFRS 13 are more extensive than those required in the current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy currently required for financial instruments only will be extended by IFRS 13 to cover all assets and liabilities within its scope.
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4) Amendments to IAS 1 “Presentation of Items of Other Comprehensive Income”
The amendments to IAS 1 require items of other comprehensive income to be grouped into those that (1) will not be reclassified subsequently to profit or loss; and (2) will be reclassified subsequently to profit or loss when specific conditions are met. Income taxes on related items of other comprehensive income are grouped on the same basis. Previously, there were no such requirements.
- 5) Revision to IAS 19 “Employee Benefits”
Revision in 2011
Revised IAS 19 requires the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur, and hence eliminate the “corridor approach” permitted under current IAS 19 and accelerate the recognition of past service costs. The revision requires all actuarial gains and losses to be recognized immediately through other comprehensive income in order for the net pension asset or liability to reflect the full value of the plan deficit or surplus. Furthermore, the interest cost and expected return on plan assets used in current IAS 19 are replaced with a “net interest” amount, which is calculated by applying the discount rate to the net defined benefit liability or asset.
In addition, revised IAS 19 changes the definition of short-term employee benefits. The revised definition is “employee benefits (other than termination benefits) that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related service”. The Company’s unused annual leave, which can be carried forward within 36 months after the end of the annual period in which the employee renders service and which is currently classified as short-term employee benefits, will be classified as other long-term employee benefits under revised IAS 19. Related defined benefit obligation of such other long-term benefit is calculated using the Projected Unit Credit Method. However, this change does not affect unused annual leave to be presented as a current liability in the parent company only balance sheet.
- 6) Amendments to IAS 36 “Recoverable Amount Disclosures for Non-Financial Assets”
In issuing IFRS 13 “Fair Value Measurement”, the IASB made some consequential amendments 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 amount is required only when an impairment loss has been recognized or reversed during the period. Furthermore, the company 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.
- 7) New issued IFRIC 21 “Levies”
IFRIC 21 provides guidance on when to recognize a liability for a levy imposed by a government. It addresses the accounting for a liability whose timing and amount is certain and the accounting for a provision whose timing or amount is not certain. The Company accrues related liability when the transaction or activity that triggers the payment of the levy occurs. Therefore, if the obligating event occurs over a period of time (such as generation of revenue over a period of time), the liability is recognized progressively. If an obligation to pay a levy is triggered upon reaching a minimum threshold (such as a minimum amount of revenue or sales generated), the liability is recognized when that minimum threshold is reached.
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8) Annual Improvement 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.
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 issuance 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.
IAS 24 was amended to clarify that a management entity providing key management personnel services to the Group is a related party of the Group. Consequently, the Group is required to disclose as related party transactions the amounts incurred for the service paid or payable to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not required.
- 9) Annual Improvement to IFRSs 2011-2013 Cycle
Several standards including IFRS 3, IFRS 13 and IAS 40 “Investment Property” were amended in this annual improvement.
IFRS 3 was amended to clarify that IFRS 3 does not apply to the accounting for the formation of all types of joint arrangements in the financial statements of the joint arrangement itself.
The scope in IFRS 13 of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis was amended to clarify that it includes all contracts that are within the scope of, and accounted for in accordance with, IAS 39 or IFRS 9, even if those contracts do not meet the definitions of financial assets or financial liabilities within IAS 32.
IAS 40 was amended to clarify that IAS 40 and IFRS 3 are not mutually exclusive and application of both standards may be required to determine whether the investment property acquired is acquisition of an asset or a business combination.
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c. Significant impending changes in accounting policy resulted from the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers in issue but not yet effective
On December 30, 2013, FSC announced the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers. One of the main amendments is to permit fair value model for subsequent measurement of investment properties. This amendment is effective for annual periods beginning on or after January 1, 2014.
The amendment requires that the fair value of an investment property be measured using the income approach, except for undeveloped lands in respect of which are measured using a Land Development Analysis. If the investment property is measured using the income approach, the cash flows are determined by reference to any existing lease, local rents, or market rents for similar comparable subjects, adjusted to exclude those extreme lease subjects, plus the present value of property value at the end of the analysis period, if any. The discount rate is determined by applying a risk premium approach, and is to be no less than the floating rate for the 2-year time savings deposits of Chunghwa Post Co., Ltd plus 0.75% and any asset-specific risk premium. The amendment requires disclosures in addition to those required by IAS 40, including significant lease terms, cash flows, discount rate, etc.
- d. The impact of the application of New IFRSs and the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Regulations”) in issue but not yet effective on the Company’s parent company only financial statements is as follows:
Except for the above impact, as of the date the parent company only financial statements were authorized for issue, the Company is continuingly assessing the possible impact that the application of other standards and interpretations will have on the Company's financial position and operating result, and will disclose the relevant impact when the assessment is complete.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying parent company only financial statements are the first annual parent company only financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
For the convenience of readers, the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the R.O.C. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language parent company only financial statements shall prevail.
- a. Statement of Compliance
The accompanying parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Accounting Standards Used in Preparation of the Parent Company Only Financial Statements”).
- b. Basis of Preparation
The accompanying parent company only financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values. Historical cost is generally based on the fair value of the consideration given in exchange for the assets.
When preparing the parent company only financial statements, the Company account for subsidiaries and associates by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the consolidated financial statements, the differences of the accounting treatment between the parent company only basis and the
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consolidated basis are adjusted under the heading of investments accounted for using equity method, share of loss of subsidiaries and in the parent company only financial statements.
- c. Classification of current and non-current assets and liabilities
Current assets are assets held for trading purposes and expected to be converted to cash, sold or consumed within one year from the end of the reporting period, unless the asset is to be used for an exchange or to settle a liability, or otherwise remains restricted. Current liabilities are obligations incurred for trading purposes and obligations expected to be settled within one year from the end of the reporting and liabilities that do not have an unconditional right to defer settlement for at least twelve months after the reporting period. Assets and Liabilities that are not classified as current are noncurrent assets and liabilities, respectively.
- d. Foreign Currencies
In preparing the parent company only financial statements of the Company’s, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.
For the purposes of presenting parent company only financial statements, the assets and liabilities of the Company’s foreign operations (including of the subsidiaries and associates in other countries or currencies used different with the Company) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the year. Exchange differences arising are recognized in other comprehensive income.
- e. Cash equivalents
Cash equivalents, for the purpose of meeting short-term cash commitments, consist of highly liquid time deposits and convertible bonds that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- f. Inventories
Inventories consist of raw materials, supplies, finished goods, merchandise and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at standard cost and adjusted to approximate weighted - average cost on the balance sheet date.
- g. Investments accounted for using equity method
Investments accounted for using the equity method are investments in subsidiaries.
Investment in subsidiaries
A subsidiary is an entity that is controlled by the Company.
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Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of profit or loss and other comprehensive income of the subsidiary as well as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. Any difference between the carrying amount of the subsidiary and the fair value of the consideration paid or received is recognized directly in equity.
When the Company transacts with its subsidiaries, profits and losses resulting from the transactions with the subsidiaries are recognized in the Company’s parent company only financial statements only to the extent of interests in the subsidiaries that are not owned by the Company.
- h. Property, plant and equipment
Property, plant and equipment are stated at cost, less subsequent accumulated depreciation and subsequent accumulated impairment loss.
Freehold land is not depreciated.
Depreciation is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
-
i. Intangible assets
-
1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless the Company expects to dispose of the intangible asset before the end of its economic life. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
- 2) Internally-generated intangible assets - research and development expenditure
Expenditure on research activities is recognized as an expense in the period in which it is incurred.
- 3) Derecognition of intangible assets
Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.
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j. Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets, excluding goodwill to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount.
When an impairment loss subsequently reverses, the carrying amount of the asset or a cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
- k. Financial instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.
Financial assets and liabilities are initially measured at fair values. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a settlement date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
1) Measurement category
Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, held-to-maturity investments, available-for-sale financial assets, and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. The categories of financial assets held by the Company are financial assets at fair value through profit or loss, available-for-sale financial assets and loans and receivables.
- a) Financial assets at fair value through profit or loss
Financial assets are classified as at fair value through profit or loss when the financial asset is either held for trading or it is designated as at fair value through profit or loss.
-
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i. Financial asset is classified as held for trading if:
-
i) It has been acquired principally for the purpose of selling it in the near term; or
-
ii) On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or
iii) It is a derivative that is not designated and effective as a hedging instrument.
-
ii. A financial asset other than a financial asset held for trading may be designated as at fair value through profit or loss upon initial recognition when doing so results in more relevant information and if:
-
i) Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
-
ii) The financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis.
In addition, if a contract contains one or more embedded derivatives, the entire combined contract asset or liability can be designated as at fair value through profit or loss.
Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is not included in the other gains and losses line item. Fair value is determined in the manner described in Note 30.
iii. Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.
Dividends on available-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and accumulated under the heading of investments revaluation reserve. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss.
Dividends on available-for-sale equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established.
Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets carried at cost.
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iv. Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade receivables, cash and cash equivalent, other receivables, and long-term receivables) are measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables when the effect of discounting is immaterial.
- 2) Impairment of financial assets
Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
For financial assets carried at amortized cost, such as trade receivables and others, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually.
For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
For available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.
For all other financial assets, objective evidence of impairment could include:
-
a) Significant financial difficulty of the issuer or counterparty; or
-
b) Breach of contract, such as a default or delinquency in interest or principal payments; or
-
c) It becoming probable that the borrower will enter bankruptcy or financial re-organization; or
-
d) The disappearance of an active market for that financial asset because of financial difficulties.
When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the year.
In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income.
For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.
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The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables and long-term receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable and long-term receivables are considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account.
3) Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another entity.
On derecognition of a financial asset in its entirety, the difference between the financial asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss.
Financial Liabilities
1) Subsequent measurement
Except the following situation, all the financial liabilities are measured at amortized cost using the effective interest method:
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as at fair value through profit or loss when the financial liability is held for trading.
-
a) A financial liability is classified as held for trading if:
-
i. It has been acquired principally for the purpose of repurchasing it in the near term; or
-
ii. On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or
-
iii. It is a derivative that is not designated and effective as a hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividend paid on the financial liability. Fair value is determined in the manner described in Note 30.
2) Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
3) Derivative financial instruments
The Company enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risks, including foreign exchange forward contracts.
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Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of derivative financial instruments is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instruments is negative, the derivative is recognized as a financial liability.
l. Provision
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
m. Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Sales returns are recognized at the time of sale provided the seller can reliably estimate future returns and recognizes a liability for returns based on previous experience and other relevant factors.
1) Sale of goods
Revenue from the sale of goods is recognized when the goods are delivered and titles have passed, at which time all the following conditions are satisfied:
-
a) The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
-
b) The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
-
c) The amount of revenue can be measured reliably;
-
d) It is probable that the economic benefits associated with the transaction will flow to the Company; and
-
e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.
The Company does not recognize sales revenue on materials delivered to subcontractors because this delivery does not involve a transfer of risks and rewards of materials ownership.
Specifically, sales of goods are recognized when goods are delivered and title has passed.
- 2) Rendering of services
Service income is recognized when services are provided.
Revenue from a contract to provide services is recognized by reference to the stage of completion of the contract. The stage of completion of the contract is determined by the contractual rates as labor hours and direct expenses are incurred.
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3) Royalties
Royalty revenue is recognized on an accrual basis in accordance with the substance of the relevant agreement provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Royalty arrangements that are based on production, sales and other measures are recognized by reference to the underlying arrangement.
- 4) Dividend and interest income
Dividend income from investments is recognized when the shareholder’s right to receive payment has been established provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably.
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.
- n. Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
- 1) The Company as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
- 2) The Company as lessee
Operating lease payments are recognized as an expense on a straight-line basis over the lease term. Contingent rents arising under operating leases are recognized as an expense in the year in which they are incurred.
o. Borrowing Cost
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
p. Retirement Benefit Costs
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.
For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method. Actuarial gains and losses that exceed 10% of the greater of the present value of the Company’s defined benefit obligation and the fair value of plan assets as at the end of the prior year are amortized over the expected average remaining working lives of the participating employees. Past service cost is recognized immediately to the extent that the benefits are already vested, and otherwise is amortized on a straight-line basis over the average period until the benefits become vested.
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The retirement benefit obligation recognized in the parent company only balance sheets represents the present value of the defined benefit obligation as adjusted for unrecognized actuarial gains and losses and unrecognized past service cost, and as reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to the unrecognized actuarial losses and past service cost, plus the present value of available refunds and reductions in future contributions to the plan.
- q. Share-based Payment Arrangements
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in capital surplus - employee share options. The fair value determined at the grant date of the equity-settled share-based payments is recognized as an expense in full at the grate date when the share options granted vest immediately.
At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the capital surplus - employee share options.
- r. Treasury Stock
The parent company’s stock held by subsidiaries is reclassified to treasury stock from investment accounted for using equity method and recognized with the original investment cost. Cash dividends earned by subsidiaries were write-off with investment income and adjust capital surplus-treasury stock transaction.
s. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- 1) Current tax
According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- 2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the parent company only financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carry forward and unused tax credits for purchases of machinery, equipment and technology, and research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
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Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
- 3) Current and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year or in the year of the revision and future year if the revision affects both current and future year.
- a. Estimated impairment of trade receivables
When there is objective evidence of impairment loss, the Company takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. Where the actual future cash flows are less than expected, a material impairment loss may arise.
- b. Write-down of inventory
Net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value was based on current market conditions and the historical experience of selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.
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c. Fair value of financial instruments
As described in Note 30, the Company’s management uses its judgment in selecting an appropriate valuation technique for financial instruments that do not have quoted market price in an active market. Valuation techniques commonly used by market practitioners are applied. For derivative financial instruments, assumptions were based on quoted market rates adjusted for specific features of the instruments. The estimation of fair value of listed equity instruments traded in emerging market and unlisted equity instruments was based on the analysis in relation to the financial position and the operation results of investees, recent transaction prices, prices of same equity instruments not quoted in active markets, quoted prices of similar instruments in active markets, valuation multiples of comparable entities, including assumptions based on unobservable market prices or rates. As of December 31, 2013 and 2012, and January 1, 2012, the carrying amount of these equity instruments was NT$764,239 thousand, NT$663,384 thousand, and NT$646,558 thousand, respectively. Note 30 provides detailed information about the key assumptions used in the determination of the fair value of financial instruments. The Company’s management believes that the chosen valuation techniques and assumptions used are appropriate in determining the fair value of financial instruments.
d. Useful lives of property, plant and equipment
As described in Note 4, the Company reviews the estimated useful lives of property, plant and equipment at each balance sheet date.
- e. Impairment of tangible and intangible assets
In the process of evaluating the potential impairment of tangible and intangible assets, the Company is required to make subjective judgments in determining the independent cash flows, useful lives, expected future revenue and expenses related to the specific asset groups with the consideration of the nature of semiconductor industry. Any changes in these estimates based on changed economic conditions or business strategies could result in significant impairment charges in future years.
For the years ended December 31, 2013 and 2012, and January 31, 2012, the Company did not have impairment loss.
f. Income taxes
As of December 31, 2013 and 2012, and January 1, 2012, the carrying amount of deferred tax assets in relation to unused tax losses was NT$4,166,722 thousand, NT$3,634,358 thousand, and NT$3,322,511 thousand, respectively. As of December 31, 2013 and 2012, and January 1, 2012, no deferred tax asset has been recognized on tax losses of NT$3,261,110 thousand, NT$2,728,746 thousand, and NT$2,778,436 thousand, respectively, due to the unpredictability of future profit streams. The realizability of the deferred tax asset mainly depends on whether sufficient future profits or taxable temporary differences will be available. In cases where the actual future profits generated are less than expected, a material reversal of deferred tax assets may arise, which would be recognized in profit or loss for the period in which such a reversal takes place.
- g. Recognition and measurement of defined benefit plans
Accrued pension liabilities and the resulting pension expense under defined benefit pension plans are calculated using the Projected Unit Credit Method. Actuarial assumptions comprise the discount rate, rate of employee turnover, and long-term average future salary increase. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and the liability.
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h. Revenue recognition
The Company recognizes revenue when the conditions described in Note 4 are satisfied. The Company also records a provision for estimated future returns and other allowances in the same year the related revenue is recorded. Provision for estimated sales returns and other allowances is generally made and adjusted at a specific percentage based on historical experience and any known factors that would significantly affect the allowance, and the Company periodically reviews the adequacy of the percentage used.
As of December 31, 2013, and 2012, and January 1, 2012, the Company recognized provisions for estimated sales returns and other allowances of NT$58,031 thousand, NT$9,610 thousand, and NT$10,473 thousand, respectively.
6. CASH AND CASH EQUIVALENTS
| CASH AND CASH EQUIVALENTS | |||
|---|---|---|---|
| Cash on hand Checking accounts and demand deposits Cash equivalent Time deposits Repurchase agreements collateralized by bonds |
December 31, 2013 $ 71 1,821,948 8,210,000 - $ 10,032,019 |
December 31, 2012 $ 70 873,340 16,920,000 - $ 17,793,410 |
January 1, 2012 $ 150 2,776,453 14,700,000 250,000 |
| $ 17,726,603 |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| December 31, | December 31, | January | January | 1, | |
|---|---|---|---|---|---|
| 2013 | 2012 | 2012 | |||
| Financial assets held for trading | |||||
| Derivative financial assets (not under hedge | |||||
| accounting) | |||||
| Foreign exchange forward contracts (a) | $ 1,358 | $ 6,199 | $ | - | |
| Current | $ 1,358 | $ 6,199 | $ | - |
a. At the end of the reporting period, outstanding foreign exchange forward contracts not under hedge accounting were as follows:
| Contract Amount | |||
|---|---|---|---|
| Contract | Currency | Maturity Date | (In Thousands) |
| December 31, 2013 | |||
| Sell | USD/NTD | 2014.01 | USD6,000/NTD179,924 |
| December 31, 2012 | |||
| Sell | JPY/NTD | 2013.01 | JPY400,000/NTD141,800 |
| Sell | USD/NTD | 2013.01 | USD10,000/NTD290,456 |
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The Company entered into foreign exchange forward contracts during 2013 and 2012 to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities. However, those contracts did not meet the criteria of hedge effectiveness and therefore were not accounted for by using hedge accounting.
8. AVAILABLE-FOR-SALE FINANCIAL ASSETS
| December 31, 2013 December 31, 2012 Domestic investments Listed shares $ 764,239 $ 663,384 Non-current $ 764,239 $ 663,384 FINANCIAL ASSETS MEASURED AT COST December 31, 2013 December 31, 2012 Domestic unlisted common shares $ 82,698 $ 91,473 Non-current $ 82,698 $ 91,473 Classified according to financial asset measurement categories Available-for-sale financial assets $ 82,698 $ 91,473 |
January 1, 2012 $ 646,558 $ 646,558 January 1, 2012 $ 117,556 $ 117,556 $ 117,556 |
|---|---|
9. FINANCIAL ASSETS MEASURED AT COST
Management believed that the fair value of the above unlisted equity investments held by the Company cannot be reliably measured due to the significant range of reasonable fair value estimates, therefore, they were measured at cost less impairment at the end of the reporting period.
10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
| December 31, 2013 December 31, 2012 Notes receivable Operating $ 1,129 $ 792 Trade receivables Operating 2,402,512 2,472,583 $ 2,403,641 $ 2,473,375 Other receivables Tax receivable $ 123,146 $ 86,906 Others 10,512 13,230 $ 133,658 $ 100,136 |
January 1, 2012 $ 6,169 2,415,323 |
|---|---|
$ 2,421,492 |
|
$ 88,809 23,149 |
|
$ 111,958 |
- 26 -
a. Trade Receivables
The average credit period for sales of goods was 60 days. In determining the recoverability of a trade receivable, the Company evaluates each customer’s credibility and financial position and 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.
Before accepting any new customer, the Company uses an internal credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer.
Of the trade receivables balance (see aging analysis below) that are past due at the end of the reporting period, the Company had not recognized an allowance for impaired notes receivable and trade receivables for NT$175,663 thousand, NT$177,735 thousand and NT$14,505 thousand as of December 31, 2013 and 2012, and January 1, 2012, respectively, because there had not been a significant change in credit quality and the amounts were still considered recoverable.
Age of receivables that were past due but not impaired was as follows:
| December 31, 2013 December 31, 2012 Neither past due nor impaired $ 2,226,849 $ 2,294,848 Past due but not impaired Less than 60 days 7,131 95,722 61-120 days - 66,014 Over 121 days 168,532 15,999 $ 2,402,512 $ 2,472,583 |
January 1, 2012 $ 2,400,818 14,505 - - $ 2,415,323 |
|---|---|
Above analysis was based on the past due date.
b. Notes Receivable and other receivables
No allowance for impairment loss of notes receivable and other receivables was recognized since the notes receivable and other receivables of the Company were not past due and no uncertainty of recoverability was assessed.
11. INVENTORIES
| December 31, 2013 Finished goods and merchandise $ 1,093,157 Work in progress 7,331,773 Raw materials 318,192 $ 8,743,122 |
December 31, 2012 $ 972,375 5,494,935 330,605 $ 6,797,915 |
January 1, 2012 $ 1,014,398 4,983,745 400,646 $ 6,398,789 |
|---|---|---|
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2013 and 2012 was NT$20,089,829 thousand and NT$21,656,168 thousand, respectively. The cost of inventories recognized as cost of goods sold for the year ended December 31, 2013 and 2012 included inventory write-downs of NT$955,016 thousand and NT$1,110,587 thousand, respectively.
- 27 -
12. INVESTMENT ACCOUNTED FOR USING EQUITY METHOD
| INVESTMENT ACCOUNTED FOR USING EQUITY METHOD | ||
|---|---|---|
| December 31, 2013 Investment in subsidiaries $ 2,926,238 Non-listed Company Macronix America Inc. $ 249,700 Macronix (BVI) Co., Ltd. 1,440,549 Hui-Ying Investment Ltd. 24,985 Run-Hong Investment Ltd. 42,887 Magic Pixel Inc. 54,251 MaxRise Inc. - Infomax Communication Inc. 920,261 Mxtran Inc. 133,981 MoDiotek Co., Ltd. 59,624 $ 2,926,238 |
December 31, 2012 $ 2,319,232 $ 250,485 1,494,542 30,176 54,882 59,327 - 221,645 137,259 70,916 $ 2,319,232 |
January 1, 2012 $ 3,037,580 |
$ 244,433 1,587,774 32,605 90,212 167,070 50,753 462,512 242,991 159,230 |
||
$ 3,037,580 |
The percentage subsidiaries’ ownerships and voting right held by the Company:
| December 31, | December 31, | January 1, | |
|---|---|---|---|
| 2013 | 2012 | 2012 | |
| Macronix America Inc. | 100.00% | 100.00% | 100.00% |
| Macronix (BVI) Co., Ltd. | 100.00% | 100.00% | 100.00% |
| Hui-Ying Investment Ltd. | 100.00% | 100.00% | 100.00% |
| Run-Hong Investment Ltd. | 100.00% | 100.00% | 100.00% |
| Magic Pixel Inc. | 78.27% | 72.54% | 72.54% |
| MaxRise Inc. | - | - | 79.70% |
| Infomax Communication Inc. | 97.25% | 92.31% | 92.69% |
| Mxtran Inc. | 89.16% | 88.15% | 88.15% |
| MoDiotek Co., Ltd. | 74.18% | 70.88% | 70.88% |
| MXB Inc. | - | - | 50.00% |
Except for MaxRise Inc., which merged with Infomax Communication Co., Ltd. through share swap in December 2012 with Infomax Communication Co., Ltd. continuing to exist, and MXB Inc., which was in the process of liquidation in 2011 and finished the liquidation process in 2012, the investments accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2012 and 2011 was based on the subsidiaries’ financial statements audited by the auditors for the same years.
13. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2012 Additions Disposals Reclassification Balance at December 31, 2012 |
Freehold Land $ 598,076 - - - $ 598,076 |
Buildings $ 21,479,586 506,116 (4,431 ) - $ 21,981,271 |
Machinery Equipment $ 75,224,280 2,631,479 (913,462 ) (29,063) $ 76,913,234 |
Research and Development Equipment $ 2,120,639 3,693,739 (41,982 ) 29,063 $ 5,801,459 |
Transportation Equipment $ 26,103 10,970 (6,420 ) - $ 30,653 |
Leasehold Improvements $ 2,419 - - - $ 2,419 |
Miscellaneous Equipment $ 985,023 61,064 (23,650 ) (27) $ 1,022,410 |
Advance Payments and Construction in Progress Total $ 6,097,549 $ 106,533,675 (4,632,621 ) 2,270,747 - (989,945 ) - (27) $ 1,464,928 $ 107,814,450 (Continued) |
|---|---|---|---|---|---|---|---|---|
- 28 -
| Accumulated depreciation and impairment Balance at January 1, 2012 Disposals Depreciation expense Reclassification Balance at December 31, 2012 Carrying amounts at January 1, 2012 Carrying amounts at December 31, 2012 Cost Balance at January 1, 2013 Additions Disposals Reclassification Balance at December 31, 2013 Accumulated depreciation and impairment Balance at January 1, 2013 Disposals Depreciation expense Reclassification Balance at December 31, 2013 Carrying amounts at December 31, 2013 |
Freehold Land $ - - - - $ - $ 598,076 $ 598,076 $ 598,076 - - - $ 598,076 $ - - - - $ - $ 598,076 |
Buildings $ (14,274,274 ) 4,431 (1,218,791 ) - $ (15,488,634) $ 7,205,312 $ 6,492,637 $ 21,981,271 467,988 (6,385 ) (100) $ 22,442,774 $ (15,488,634 ) 6,385 (1,211,125 ) 3 $ (16,693,371) $ 5,749,403 |
Machinery Equipment $ (55,390,754 ) 719,530 (5,693,773 ) 43,884 $ (60,321,113) $ 19,833,526 $ 16,592,121 $ 76,913,234 1,607,742 (217,066 ) 135,504 $ 78,439,414 $ (60,321,113 ) 206,101 (5,320,776 ) (29,863) $ (65,465,651) $ 12,973,763 |
Research and Development Equipment $ (1,158,360 ) 41,982 (657,210 ) (43,884) $ (1,817,472) $ 962,279 $ 3,983,987 $ 5,801,459 375,922 (64,600 ) (135,404) $ 5,977,377 $ (1,817,472 ) 64,581 (848,679 ) 29,860 $ (2,571,710) $ 3,405,667 |
Transportation Equipment $ (17,568 ) 5,928 (3,606 ) - $ (15,246) $ 8,535 $ 15,407 $ 30,653 - (1,427 ) - $ 29,226 $ (15,246 ) 737 (3,892 ) - $ (18,401) $ 10,825 |
Leasehold Improvements $ (2,419 ) - - - $ (2,419) $ - $ - $ 2,419 - - - $ 2,419 $ (2,419 ) - - - $ (2,419) $ - |
Miscellaneous Equipment $ (835,134 ) 23,650 (83,763 ) 2 $ (895,245) $ 149,889 $ 127,165 $ 1,022,410 60,539 (16,318 ) - $ 1,066,631 $ (895,245 ) 16,318 (80,522 ) - $ (959,449) $ 107,182 |
Advance Payments and Construction in Progress Total $ - $ (71,678,509 ) - 795,521 - (7,657,143 ) - 2 $ - $ (78,540,129) $ 6,097,549 $ 34,855,166 $ 1,464,928 $ 29,274,321 $ 1,464,928 $ 107,814,450 1,822,581 4,334,772 - (305,796 ) - - $ 3,287,509 $ 111,843,426 $ - $ (78,540,129 ) - 294,122 - (7,464,994 ) - - $ - $ (85,711,001) $ 3,287,509 $ 26,132,425 (Concluded) |
|---|---|---|---|---|---|---|---|---|
Impairment assessment was performed in the years ended December 31, 2013 and 2012, but no impairment was recognized.
The above items of property, plant and equipment were depreciated on a straight-line basis over the following estimated useful life of the asset:
following estimated useful life of the asset: |
|
|---|---|
| Buildings | |
| Main buildings | 6-21 years |
| Electronic equipment | 11 years |
| Facility equipment | 1-11 years |
| Machinery equipment | 1-9 years |
| Research and development equipment | 2-6 years |
| Transportation equipment | 5-6 years |
| Leasehold improvements | 6 years |
| Miscellaneous equipment | 3-11 years |
Refer to note 32 for the carrying amount of property, plant and equipment that had been pledged by the Company to secure long-term bank loans granted to the Company.
14. INTANGIBLE ASSETS
| Cost Balance at January 1, 2012 Additions Disposals Reclassification Balance at December 31, 2012 |
Software $ 127,455 367,766 (35,775) 27 $ 459,473 |
Patents $ 1,271 - - - $ 1,271 |
Total $ 128,726 367,766 (35,775) 27 $ 460,744 (Continued) |
|---|---|---|---|
- 29 -
| Accumulated amortization Balance at January 1, 2012 Amortization expense Disposals Reclassification Balance at December 31, 2012 Carrying amounts at January 1, 2012 Carrying amounts at December 31, 2012 Cost Balance at January 1, 2013 Additions Balance at December 31, 2013 Accumulated amortization Balance at December 31, 2012 Balance at January 1, 2013 Amortization expense Balance at December 31, 2013 Carrying amounts at December 31, 2013 |
Software $ (57,111) (122,547) 35,775 (2) $ (143,885) $ 70,344 $ 315,588 $ 459,473 138,693 $ 598,166 $ (143,885) $ (143,885) (181,323) $ (325,208) $ 272,958 |
Patents $ (565) (424) - - $ (989) $ 706 $ 282 $ 1,271 - $ 1,271 $ (989) $ (989) (282) $ (1,271) $ - |
Total $ (57,676) (122,971) 35,775 (2) $ (144,874) $ 71,050 $ 315,870 $ 460,744 138,693 $ 599,437 $ (144,874) $ (144,874) (181,605) $ (326,479) $ 272,958 (Concluded) |
|---|---|---|---|
The above items of intangible assets were amortized on a straight-line basis over the following estimated useful life of the asset:
| Software Patents OTHER FINANCIAL ASSETS December 31, 2013 December 31, 2012 Restricted time deposits $ 164,177 $ 164,177 Refundable deposits 2,786 2,996 Long-term receivables 5,112 10,078 $ 172,075 $ 177,251 Non-current $ 172,075 $ 177,251 |
1-3 years 3 years January 1, 2012 $ 164,177 3,366 - $ 167,543 $ 167,543 |
|---|---|
15. OTHER FINANCIAL ASSETS
- 30 -
16. OTHER ASSETS
| December 31, 2013 December 31, 2012 Spare parts $ 340,707 $ 308,755 Prepayments 139,920 116,822 Others 7,572 16,258 $ 488,199 $ 441,835 Current $ 480,627 $ 425,577 Non-current 7,572 16,258 $ 488,199 $ 441,835 |
January 1, 2012 $ 326,960 80,097 25,226 $ 432,283 $ 407,057 25,226 $ 432,283 |
|---|---|
Other assets-others are the commitment fee of the syndicated loans and the drawdown fee of long-term bank loans, which are amortized monthly over five and three years respectively.
17. BORROWINGS
a. Short-term borrowings
| December 31, 2013 December 31, 2012 Unsecured borrowings Letter of credit loan $ 566,577 $ 88,406 |
January 1, 2012 $ 1,800,488 |
|---|---|
The range of effective interest rate on the letter of credit loans was 0.76%-0.88%, 0.86%-1.06%, and 0.84%-2.09% per annum as of December 31, 2013 and 2012, and January 1, 2012, respectively.
b. Long-term borrowings
| Secured borrowings Bank loans Unsecured borrowings Bank loans Less: Current portion Long-term borrowings: Non-current |
December 31, 2013 $ 12,756,564 5,843,333 18,599,897 7,656,919 $ 10,942,978 |
December 31, 2012 $ 14,366,948 6,666,667 21,033,615 5,233,718 $ 15,799,897 |
January 1, 2012 $ 13,556,332 4,050,000 |
|---|---|---|---|
| 17,606,332 1,527,718 |
|||
| $ 16,078,614 |
- 31 -
| Maturity Date Effective Interest Rate Floating rate borrowings Secured syndicated loan denominated in NT$ 2015.12 Repayable NT$1,571,000 thousand semi-annually from December 2012 to June 2015, and pay off NT$6,284,000 thousand in December 2015. 1.54%-1.59% Un-secured syndicated loan denominated in NT$ 2015.12 - 1.54%-1.59% Un-secured bank borrowing denominated in NT$ 2014.09 Repayable NT$200,000 thousand semi-annually from March 2013 to March 2014, and pay off NT$1,000,000 thousand in September 2014. 1.81%-1.85% Un-secured bank borrowing denominated in NT$ 2014.10 Repayable NT$1,200,000 thousand in October 2014. 1.81%-1.85% Un-secured bank borrowing denominated in NT$ 2014.11 Repayable NT$100,000 thousand quarterly from February 2014 to August 2014, and pay off NT$700,000 thousand in November 2014. 1.66%-1.70% Secured bank borrowing denominated in NT$ 2018.10 Repayable NT$50,000 thousand quarterly from January 2015 to October 2018. 1.80% Secured bank borrowing denominated in NT$ 2018.12 Repayable according to an agreed loan payment term and pay off in December 2018. 2.15% Un-secured bank borrowing denominated in NT$ 2014.09 Repayable NT$120,000 thousand quarterly from September 2013 to September 2014. 1.88%-2.08% Un-secured bank borrowing denominated in NT$ 2015.03 Repayable NT$50,000 thousand quarterly from June 2013 to March 2015. 1.62% Un-secured bank borrowing denominated in NT$ 2014.09 Repayable NT$75,000 thousand quarterly from March 2013 to June 2014, and pay off NT$50,000 thousand in September 2014. 1.65% Secured bank borrowing denominated in NT$ 2016.04 Repayable NT$5,699 thousand monthly from May 2003 to April 2016. 1.84%-2.12% Un-secured bank borrowing denominated in NT$ 2014.09 Repayable NT$66,667 thousand semi-annually from March 2012 to September 2014. 1.81%-1.85% Un-secured bank borrowing denominated in NT$ 2013.09 - 1.83%-1.85% |
December 31, 2013 $ 10,997,000 1,500,000 1,200,000 1,200,000 1,000,000 800,000 800,000 360,000 250,000 200,000 159,564 133,333 - $ 18,599,897 |
December 31, 2012 $ 14,139,000 1,500,000 1,600,000 - 1,000,000 - - 600,000 400,000 500,000 227,948 266,667 800,000 $ 21,033,615 |
January 1, 2012 $ 13,260,000 1,500,000 1,600,000 - - - - 50,000 - 500,000 296,332 400,000 - $ 17,606,332 |
|---|---|---|---|
The Company had provided notes used as refundable guarantees for borrowings that will be cancelled upon termination of the guarantee.
In addition, the Company’s interest bearing floating rate borrowing was reset every one to three months.
The loan agreement requires the maintenance of current ratio, debt ratio, and times interest earned ratio based on semi-annual and annual consolidated financial statements. For the year ended December 31, 2013, the Company had met the financial ratio requirements.
The details of assets pledged as collaterals for long-term loans are shown in Note 32.
18. NOTES PAYABLE AND TRADE PAYABLES
| December 31, 2013 December 31, 2012 Notes payable Operating $ 218 $ 105 Trade payables Operating 1,996,166 1,819,644 $ 1,996,384 $ 1,819,749 |
January 1, 2012 $ 1,482 2,134,906 $ 2,136,388 |
|---|---|
- 32 -
The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
19. OTHER PAYABLES
Other payables Payable for rework fees Payable for royalties Payable for maintenance and repair Bonus Payable for legal fees Others PROVISIONS Employee benefits (a) Customer returns and rebates (b) Current Balance at January 1, 2012 Additional provisions recognized Reversing un-usage balances/usage Balance at December 31, 2012 Balance at January 1, 2013 Additional provisions recognized Reversing un-usage balances/usage Balance at December 31, 2013 |
December 31, 2013 $ 573,207 392,415 253,681 246,843 144,426 517,450 $ 2,128,022 December 31, 2013 $ 59,845 58,031 $ 117,876 $ 117,876 Employee Benefits $ 54,913 61,208 (54,913) $ 61,208 $ 61,208 59,845 (61,208) $ 59,845 |
December 31, 2012 $ 851,804 544,351 354,863 241,943 92,044 432,226 $ 2,517,231 December 31, 2012 $ 61,208 9,610 $ 70,818 $ 70,818 Customer Returns and Rebates $ 10,473 22,858 (23,721) $ 9,610 $ 9,610 48,421 - $ 58,031 |
January 1, 2012 $ 252,234 613,150 367,164 299,902 84,026 456,210 $ 2,072,686 January 1, 2012 $ 54,913 10,473 $ 65,386 $ 65,386 Total $ 65,386 84,066 (78,634) $ 70,818 $ 70,818 108,266 (61,208) $ 117,876 |
|---|---|---|---|
20. PROVISIONS
-
a. The provision for employee benefits represents vested long service leave entitlements accrued.
-
b. The provision of customer returns and rebates was based on historical experience, management's judgments and other known reasons estimated product returns and rebates may occur in the year. The provision was recognized as a reduction of operating income in the years of the related goods sold.
-
33 -
21. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Company adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Based on the LPA, the Company makes monthly contributions to employees’ individual pension at 6% of monthly salaries and wages.
b. Defined benefit plans
The Company adopted the defined benefit plan under the Labor Standards Law, under which pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company contributed amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. The plan assets are invested in domestic (foreign) equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of Bureau of Labor Funds, Ministry of Labor or under the mandated management. However, in accordance with Enforcement Rules of the Labor Pension Act, the return generated by employees' pension contribution should not be below the interest rate for a 2-year time deposit with local banks.
The net periodic pension costs of the Company’s separate executive pension plan were NT$117,744 thousand and NT$110,546 thousand for the years ended December 31, 2013 and 2012.
The actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions of the actuarial valuation were as follows:
follows: |
|||
|---|---|---|---|
| December 31, | December 31, | January 1, | |
| 2013 | 2012 | 2012 | |
| Discount rate | 2.25% | 1.75% | 1.75% |
| Expected return on plan assets | 1.25% | 1.50% | 2.00% |
| Expected rate of salary increase | 3.00% | 3.00% | 3.00% |
The assessment of the overall expected rate of return was based on historical return trends and analysts’ predictions of the market for the asset over the life of the related obligation, by reference to the aforementioned use of the plan assets and the impact of the related minimum return.
Amounts recognized in profit or loss in respect of these defined plans were as follows:
| Current service cost Interest cost Expected return on plan assets Past service cost |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 $ 7,494 25,932 (11,796) (713) $ 20,917 |
2012 $ 7,025 23,445 (15,467) (713) $ 14,290 (Continued) |
- 34 -
| An analysis by function Operating cost Marketing expenses Administration expenses Research and development expenses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 $ 11,948 1,227 3,331 4,411 $ 20,917 |
2012 $ 7,936 706 2,388 3,260 $ 14,290 (Concluded) |
The amount included in the parent company only balance sheet arising from the Company’s obligation in respect of its defined benefit plans was as follows:
| December 31, 2013 December 31, 2012 Present value of funded defined benefit obligation $ 1,466,736 $ 1,484,303 Fair value of plan assets (797,238) (773,709) Deficit 669,498 710,594 Net actuarial losses not recognized (112,900) (143,983) Past service cost not yet recognized 10,968 11,681 Net liability arising from defined benefit obligation $ 567,566 $ 578,292 |
January 1, 2012 $ 1,341,327 (760,237) 581,090 - 12,394 $ 593,484 |
|---|---|
Movements in the present value of the defined benefit obligation were as follows:
| Opening defined benefit obligation Current service cost Interest cost Actuarial (gains) losses Benefits paid Closing defined benefit obligation Movements in the fair value of the plan assets were as follows: |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 $ 1,484,303 7,494 25,932 (32,935) (18,058) $ 1,466,736 |
2012 $ 1,341,327 7,025 23,445 135,850 (23,344) $ 1,484,303 |
| Opening fair value of plan assets Expected return on plan assets Contributions from the employer Benefits paid Closing fair value of plan assets |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2013 $ 773,709 9,944 31,643 (18,058) $ 797,238 |
2012 $ 760,237 7,334 29,482 (23,344) $ 773,709 |
- 35 -
The major categories of plan assets at the end of the reporting period for each category were disclosed based on the information announced by Bureau of Labor Funds, Ministry of Labor:
| December 31, | December 31, | January 1, | |
|---|---|---|---|
| 2013 | 2012 | 2012 | |
| Deposits in financial institution | 22.86 | 25.17 | 23.87 |
| Investment in stock and beneficiary certificate | 45.56 |
38.22 | 40.75 |
| Short-term commercial papers | 4.10 | 9.88 | 7.61 |
| Government bond and fixed income | |||
| investment | 27.48 | 26.73 | 27.64 |
| Infrastructure loans to government and | |||
| government-owned enterprises | - |
- |
0.13 |
100.00 |
100.00 |
100.00 |
The Company chose to disclose the history of experience adjustments as the amounts determined for each accounting period prospectively from the date of transition to IFRSs (Note 36):
| December 31, 2013 December 31, 2012 Present value of the defined benefit obligation $ 1,466,736 $ 1,484,303 Fair value of plan assets $ 797,238 $ 773,709 Deficit $ 669,498 $ 710,594 Experience adjustments on plan liabilities $ 81,398 $ 94,966 |
January 1, 2012 $ 1,341,327 $ 760,237 $ 581,090 $ - |
|---|---|
The Company expects to make contributions of NT$32,592 thousand and NT$30,367 thousand, respectively to the defined benefit plans during the annual period beginning after 2013 and 2012.
22. EQUITY
a. Ordinary shares
| Ordinary shares | |||
|---|---|---|---|
Numbers of shares authorized Shares issued |
December 31, 2013 $ 65,500,000 $ 35,214,730 |
December 31, 2012 $ 65,500,000 $ 35,214,623 |
January 1, 2012 $ 65,500,000 |
$ 33,847,486 |
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
A total of 864,704 thousand shares and 650,000 thousand shares of the Company’s authorized shares were reserved for the issuance of convertible bonds and employee share options.
- 36 -
b. Capital surplus
A reconciliation of the carrying amount at the beginning and at the end of the years ended December 31, 2013 and 2012, for each class of capital surplus was as follows:
| Expiration of | Expiration of | |||||||
|---|---|---|---|---|---|---|---|---|
| Treasury | Subsidiaries’ | |||||||
| Share | Employee | Employee | ||||||
| Transactions | Donations | Share | Options | Share Options | ||||
| Balance at January 1, 2012 | $ | 25,075 |
$ | 37 | $ | - | $ 321,377 | |
| Company’s dividends received | ||||||||
| by its subsidiary | 1,427 | - | - | - | ||||
| Issue of ordinary shares under | ||||||||
| employee share options | - | - | - | (4,160) | ||||
| Changes in capital surplus from | ||||||||
| investment in associates | ||||||||
| accounted for by using equity | ||||||||
| method | - | - | 113 | - | ||||
| Balance at December 31, 2012 | $ | 26,502 |
$ | 37 | $ | 113 | $ 317,217 | |
| Balance at January 1, 2013 | $ | 26,502 |
$ | 37 | $ | 113 | $ 317,217 | |
| Issue of ordinary shares under | ||||||||
| employee share options | - | - | - | (13) | ||||
| Changes in capital surplus from | ||||||||
| investment in associates | ||||||||
| accounted for by using equity | ||||||||
| method | - | - | 310 | - | ||||
| Balance at December 31, 2013 | $ | 26,502 |
$ | 37 | $ | 423 | $ 317,204 |
The capital surplus arising from shares issued in excess of par (treasury stock transactions and employee share options) and donations 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 transferred to capital (limited to a certain percentage of the Company’s capital surplus and once a year).
The capital surplus from long-term investments may not be used for any purpose.
- c. Retained earnings and dividend policy
The Company’s Articles of Incorporation provide that any profit after annual closing should be used first to cover income tax and accumulated deficit. Then appropriate for legal reserve 10% of the remaining amount (until the amount of the legal reserve equals the amount of the Company’s capital stock) and appropriate for (or reverse) special reserve in accordance with law. Appropriation for remuneration to directors and supervisors should be made at 2% of the remaining amount. Any remaining amount will be added to the undistributed earnings from previous years and distributed in the following manner: (a) shareholders’ dividends - 85%; (b) employees’ bonus - 15%. Employees’ bonus will be distributed in the same form as the distribution of dividends to shareholders on a proportionate basis.
- 37 -
Distributions, except for the remuneration to directors and supervisors, may be made in the form of cash dividend or stock dividend, as determined by the shareholders at an Annual General Meeting. Both the shareholders’ bonus and employees’ bonus take the form of cash dividend as the first choice. Nevertheless, it still depends on the Company’s financial, sales or operating condition. The Company’s Articles of Incorporation provide that no more than 50% of the current year’s total amount of distributable earnings can be distributed in the form of stock dividend.
Due to the net loss for the years ended December 31, 2013 and 2012, there were no accrual for bonus to employees and remuneration to directors and supervisors.
Under Rule No. 100116 and Rule No. 0950000507 issued by the FSC, certain amounts shall be transferred from unappropriated earnings to a special reserve before any appropriation of earnings generated before January 1, 2012 shall be made. Any special reserve appropriated may be reversed to the extent of the decrease in the net debit balance.
The Company made both appropriations to special reserve and reversal of such appropriations to special reserve under Rule No. 1010012865 issued by the FSC on April 6, 2012 and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”.
Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. 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 2011 had been approved in the shareholders’ meeting on June 6, 2012. The appropriations and dividends per share were as follows:
| Legal reserve Cash dividends Stock dividends |
For the Year Ended December 31, 2011 |
|---|---|
| Appropriation of Earnings Dividends Per Share (NT$) $ 288,272 1,288,408 $ 0.38 1,288,408 0.38 $ 2,865,088 |
The above appropriation for stock dividends of NT$1,288,408 thousand from 2011 earnings will be adjusted when the outstanding shares at the ex-dividend date are increased due to exercise of stock options by the Company’s employees. The shareholders had authorized the chairman to adjust the cash and stock dividend per share when the outstanding shares at the ex-dividend date are increased. The above appropriation for stock dividends was approved by the Securities and the Futures Bureau of Financial Supervisory Commission, Executive Yuan on June 19, 2012 and had been officially registered with the Ministry of Economic Affairs, ROC.
- 38 -
The bonus to employees and remuneration to directors and supervisors for 2011 had been approved in the shareholders’ meeting on June 6, 2012. Details were stated as follows:
| Amounts approved in shareholders’ meetings Amounts recognized in respective financial statements |
For the Year Ended December 31, 2011 |
|
|---|---|---|
| Bonus to Employees Remuneration of Directors and Supervisors $ 454,732 $ 51,889 477,847 52,928 $ (23,115) $ (1,039) |
The differences between the approved amounts of the bonus to employees and remuneration to directors and supervisors and the accrual amounts reflected in the financial statements for the years ended December 31, 2011 which were primarily due to changes in estimates (numbers of the outstanding shares and income tax expense) had been adjusted in profit and loss for the years ended December 31, 2012.
In their meeting on June 19, 2013, the Company’s shareholders resolved the proposal of the Board of Directors to use legal reserve to offset accumulated deficit in the amount of NT$2,695,275 thousand.
Information about the appropriations of earnings is available on the Market Observation Post System website of the Taiwan Stock Exchange.
d. Special reserves appropriated following first-time adoption of IFRSs
The Company had a decrease in retained earnings that resulted from all IFRSs adjustments; therefore, no special reserve was appropriated.
e. Others equity items
1) Foreign currency translation reserve
Exchange differences relating to the translation of the results and net assets of the Company’s foreign operations from their functional currencies to the Company’s presentation currency (i.e. New Taiwan dollars) were recognized directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve in respect of translating the net assets of foreign operations were reclassified to profit or loss on the disposal of the foreign operation.
2) Investments revaluation reserve
The investments revaluation reserve represents the cumulative gains and losses arising on the revaluation of available-for-sale financial assets that have been recognized in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed of or are determined to be impaired.
- 39 -
f. Treasury shares
| Treasury shares | ||||
|---|---|---|---|---|
| Number of | ||||
| Shares, | Number of | |||
| Beginning of | Increase During | Shares, | ||
| Year | The Year | End of Year | ||
| Purpose of Buy-back | (In Thousands) | (In Thousands) | (In Thousands) | |
| Year ended December 31, 2013 | ||||
| The Company’s shares held by its | ||||
| subsidiaries | 3,899 |
- |
3,899 | |
| Year ended December 31, 2012 | ||||
| The Company’s shares held by its | ||||
| subsidiaries | 3,757 |
142 |
3,899 | |
| The Company’s shares held by its subsidiaries at the end of the reporting periods were | as follows: | |||
| Number of | ||||
| Shares Held | Carrying | |||
| Name of Subsidiary | (In Thousands) | Amount | Market Price | |
| December 31, 2013 | ||||
| Hui Ying Investment, Ltd. | 3,899 | $ 159,061 | $ | 26,165 |
| December 31, 2012 | ||||
| Hui Ying Investment, Ltd. | 3,899 | 159,061 | 33,808 | |
| January 1, 2012 | ||||
| Hui Ying Investment, Ltd. | 3,757 | 159,061 | 45,456 |
The subsidiaries holding treasury shares, however, retain shareholders’ rights, except the rights to participate in any share issuance for cash and to vote.
23. REVENUE
| REVENUE | |||
|---|---|---|---|
| Revenue from the sale of goods Others |
For the Year Ended December 31 | ||
| 2013 $ 21,857,389 13,210 $ 21,870,599 |
2012 $ 23,861,802 27,045 $ 23,888,847 |
- 40 -
24. NET LOSS
Net loss was attributable to:
a. Other income
| Interest income Dividends Others |
**For the Year Ended ** | **For the Year Ended ** | December 31 |
|---|---|---|---|
| 2013 $ 109,274 57,415 43,070 $ 209,759 |
2012 $ 154,349 56,840 58,014 $ 269,203 |
b. Other gains and losses
| Net foreign exchange gains/(losses) Net gains arising on financial assets classified as held for trading Net gains on disposal of investments Other losses |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2013 $ 111,161 18,522 - (944) $ 128,739 |
2012 $ (157,615) 67,243 229 (11,165) $ (101,308) |
c. Finance costs
| Interest on loans Others Less: Amounts included in the cost of qualifying assets |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2013 $ 341,829 15 6,948 $ 334,896 |
2012 $ 336,847 - 33,894 $ 302,953 |
Information about capitalized interest was as follows:
| Capitalized interest Capitalization rate |
For the Year Ended December 31 |
|---|---|
| 2013 2012 $ 6,948 $ 33,894 1.12% 1.54% |
-
41 -
-
d. Impairment losses on financial assets
| Other non-current financial assets Available-for-sale equity investments |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 $ 2,151 - $ 2,151 |
2012 $ 49,533 6,583 $ 56,116 |
The above impairment loss of financial assets was included in bad debt expense under operating expenses.
e. Depreciation and amortization
| An analysis of depreciation by function Operating costs Operating expenses An analysis of amortization by function Operating costs Operating expenses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 $ 6,302,715 1,162,279 $ 7,464,994 $ 120,787 60,818 $ 181,605 |
2012 $ 6,620,681 1,036,462 $ 7,657,143 $ 63,428 59,543 $ 122,971 |
f. Employee benefits expense
| Post-employment benefits Defined contribution plans Defined benefit plans Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 $ 193,338 138,661 331,999 5,108,974 $ 5,440,973 $ 2,879,811 2,561,162 $ 5,440,973 |
2012 $ 187,497 124,836 312,333 4,930,718 $ 5,243,051 $ 2,808,818 2,434,233 $ 5,243,051 |
-
42 -
-
g. Gain or loss on foreign currency exchange
| Foreign exchange gains Foreign exchange losses h. Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 $ 1,647,377 (1,536,216) $ 111,161 |
2012 $ 490,887 (648,502) $ (157,615) |
| Share of profit or loss of subsidiaries, associates and joint ventures |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2013 $ (642,647) |
2012 $ (646,763) |
25. INCOME TAX
a. Income tax recognized in profit or loss
The major components of tax income were as follows:
| Current tax In respect of the current year In respect of prior years Deferred tax In respect of the current year Income tax benefit recognized in profit or loss |
**For the Year Ended ** | **For the Year Ended ** | December 31 |
|---|---|---|---|
| 2013 $ - (125) - $ (125) |
2012 $ - 284,526 (361,537) $ (77,011) |
A reconciliation of accounting loss and current income tax expenses is as follows:
| Income tax expense calculated at the statutory rate Nondeductible expenses in determining taxable income Unrecognized temporary differences Unrecognized loss carryforwards Unrecognized investment credits Additional income tax on unappropriated earnings Adjustments for prior years’ tax Income tax expense recognized in profit or loss |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 $ (1,071,981) 87,118 (152,111) 1,136,974 - - (125) $ (125) |
2012 $ (937,555) (114,817) 146,760 - 538,884 5,191 284,526 $ (77,011) |
The applicable tax rate used above is the corporate tax rate of 17% payable by the Company in ROC.
- 43 -
b. Current tax assets and liabilities
| December 31, 2013 December 31, 2012 Current tax assets Tax refund receivable $ 11,426 $ - Current tax liabilities Income tax payables $ 352,048 $ 336,591 |
January 1, 2012 $ - $ 335,135 |
|---|---|
c. Deferred tax assets and liabilities
The Company offset certain deferred tax assets and deferred tax liabilities which met the offset criteria.
For the year ended December 31, 2013
| For the year ended December 31, 2013 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Opening | Recognized in | ||||||||||
| Deferred Tax Assets | Balance | Profit or Loss | Closing Balance | ||||||||
| Tax losses | $ | 905,612 | $ | - |
$ 905,612 | ||||||
| For the year ended December 31, 2012 | |||||||||||
| Opening | Recognized in | ||||||||||
| Deferred Tax Assets | Balance | Profit or Loss | Closing Balance | ||||||||
| Tax losses | $ | - |
$ | 905,612 | $ 905,612 | ||||||
| Investment credits | 544,075 | (544,075) | - |
||||||||
| $ | 544,075 | $ | 361,537 | $ 905,612 | |||||||
| Deductible temporary differences, unused loss carryforwards | and | unused investment | credits for which | ||||||||
| no deferred tax assets have been recognized in the parent company | only | balance sheets | |||||||||
| December 31, | December 31, | January 1, | |||||||||
| 2013 | 2012 | 2012 | |||||||||
| Loss carryforwards | $ | 6,688,082 | $ | - | $ | - | |||||
| Investment credits | |||||||||||
| Purchase of machinery and equipment | $ | 7,349 | $ | 37,644 | $ | - | |||||
| Research and development | - | 544,176 | 783,623 | ||||||||
| Investment credits for stockholder | 127,554 | 7,722 | - | ||||||||
| $ | 134,903 | $ | 589,542 | $ | 783,623 |
||||||
| Deductible temporary differences | $ | 11,701,371 | $ | 12,583,553 | $ | 11,734,194 |
- d. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred tax assets have been recognized in the parent company only balance sheets
The unrecognized investment credits will expire in 2016.
-
44 -
-
e. Information about unused investment credits, unused loss carry-forward and tax - exemption
As of December 31, 2013, the investment tax credits comprised of:
| Law and Statutes Tax Credit Source Statute for Upgrading Industries Purchase of machinery and equipment Investment credits for stockholder |
Remaining Creditable Amount Expiry Year $ 7,349 2014 3,722 2014 123,832 2016 $ 134,903 |
|---|---|
Loss carryforwards as of December 31, 2013 comprised of:
| Unused Amount | Unused Amount | Expiry Year |
|---|---|---|
| $ | 905,612 | 2022 |
| 1,136,974 | 2023 | |
| $ | 2,042,586 |
f. Integrated income tax
| December 31, 2013 December 31, 2012 Unappropriated earnings (Accumulated deficit) Unappropriated earnings generated before January 1, 1998 $ - $ - Unappropriated earnings generated on and after January 1, 1998 (7,178,843) (3,528,992) $ (7,178,843) $ (3,528,992) Imputation credits accounts $ 220,368 $ 207,924 |
January 1, 2012 $ - 4,776,572 $ 4,776,572 $ 184,671 |
|---|---|
No tax creditable ratios were calculated for accumulated deficit of 2013 and 2012.
g. Income tax assessments
The tax returns through 2009 have been assessed by the tax authorities. The Company disagreed with the tax authorities’ assessment of its 2009 tax returns and had applied for re-examination. Nevertheless, the Company has provided for the income tax assessed by the tax authorities.
- 45 -
26. LOSS PER SHARE
Unit: NT$ Per Share
| LOSS PER SHARE | Unit: NT$ Per Share | Unit: NT$ Per Share | |
|---|---|---|---|
| Basic and diluted loss per share | For | the Year Ended December 31 | |
| 2013 $ (1.79) |
2012 $ (1.55) |
The amount of loss and weighted average number of ordinary shares outstanding used in the computation of loss per share from continuing operations were as follows:
Net loss for the year
| Loss for the year used in the computation of earnings per share Weighted average number of ordinary shares outstanding (in thousand |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2013 $ (6,305,647) shares): |
2012 $ (5,438,016) |
| Weighted average number of ordinary shares in computation of basic and diluted loss per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 3,517,563 |
2012 3,516,456 |
As disclosed in Note 27 to the financial statements, the Company conforms according to IAS 33 “Earnings per Share”, in determining whether the share-based payments are potential ordinary stocks. The aforementioned stock options were not included in the calculation of diluted loss per share because they were antidilutive for the years ended December 31, 2013 and 2012.
27. SHARE-BASED PAYMENT ARRANGEMENTS
The Company has two employee stock option plans (“2005 Plan” and “2007 Plan”) approved by the ROC Securities and Futures Bureau (SFB) to grant options up to 200,000 thousand units and 120,000 thousand units, respectively. Each stock option may subscribe for one new share of common stock of the Company. The options are valid for six years subsequent to the grant dates and exercisable at certain percentages after the second anniversary from the grant date. The options were granted at the exercise price equal to the higher of closing price of the Company’s common shares listed on the TSE or the Company’s net asset value per common share on the grant date. For any subsequent changes in the Company’s capital surplus, the exercise price is adjusted accordingly.
As of December 31, 2013, there were 11 thousand employee stock options exercised for which 11 thousand common shares were issued but not yet officially registered with the Ministry of Economic Affairs, ROC.
- 46 -
Information on employee share options was as follows:
Unit: Option Numbers in Thousand and NT$ Per Share
| 2007 Plan Number of Options (In Thousands) Weighted- average Exercise Price (NT$) For the years ended December 31, 2013 Balance at January 1 42,078 $ 8.80 Options exercised (11) 8.80 Options cancelled (42,067) - Balance at December 31 - - 2007 Plan 2005 Plan Number of Options (In Thousands) Weighted-average Exercise Price (NT$) Number of Options (In Thousands) Weighted-average Exercise Price (NT$) For the years ended December 31, 2012 Balance at January 1 49,794 $ 9.50 37 $ 4.00 Options granted 1,556 8.80 - - Options exercised (7,872) 9.47 - - Options cancelled (1,400) - (37) 4.00 Balance at December 31 42,078 8.80 - - |
**2007 Plan ** | **2007 Plan ** |
|---|---|---|
Balance at January 1 Options exercised Options cancelled Balance at December 31 For the years ended December 31, 2012 Balance at January 1 Options granted Options exercised Options cancelled Balance at December 31 |
||
| Number of Options (In Thousands) Weighted-average Exercise Price (NT$) 37 $ 4.00 - - - - (37) 4.00 - - |
The number and exercise prices of outstanding options had been adjusted to reflect the stock dividends and the cancellation of common stock.
As of December 31, 2013, all outstanding vested share options have been exercised.
For the years ended December 31, 2013 and 2012, the compensation cost recognized based on intrinsic value method was zero. Had the Company used the fair value based method to evaluate the options, using the Black-Scholes model, the assumptions and pro forma results of the Company for the years ended December 31, 2013 and 2012 would have been as follows:
| The Company Assumptions: Risk-free interest rate Expected life (in years) Expected volatility Expected dividend yield |
For the Year Ended December 31 |
|---|---|
| 2013 2012 1.55%-2.54% 1.55%-2.54% 4.38 4.38 51.16%-57.50% 51.16%-57.50% - - (Continued) |
- 47 -
| Net loss: Net loss as reported Pro forma net loss Loss per share (LPS) - after income tax (NT$): Basic and diluted LPS as reported Pro forma basic and diluted LPS |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 $ (6,305,647) $ (6,305,647) $(1.79) $(1.79) |
2012 $ (5,438,016) $ (5,438,016) $(1.55) $(1.55) (Concluded) |
||
28. OPERATING LEASE ARRANGEMENTS
a. The Company as lessee
Operating leases relate to leases of land with lease terms between 5 and 20 years. The Company does not have a bargain purchase option to acquire the leased land.
The future minimum lease payments for non-cancellable operating lease commitments were as follows:
| December 31, 2013 December 31, 2012 Not later than 1 year $ 76,369 $ 75,677 Later than 1 year and not later than 5 years 118,068 152,341 Later than 5 years 241,189 189,323 $ 435,626 $ 417,341 |
January 1, 2012 $ 75,501 209,831 204,156 $ 489,488 |
|---|---|
The lease payments recognized as expenses were as follows:
| Minimum lease payment | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2013 $ 76,651 |
2012 $ 75,604 |
29. CAPITAL MANAGEMENT
The Company manages its capital to ensure that the Company will be able to operate under the premises of going concern and growth while maximizing the return to shareholders through the optimization of the debt and equity balance.
The Company’s strategy for managing the capital structure is to lay out the plan of product development and expand the market share considering the growth and the magnitude of industry and further developing an integral plan founded on the required capacity, capital outlay, and magnitude of assets in long-term development. Ultimately, considering the risk factors such as the fluctuation of the industry cycle and the life cycle of products, the Company determines the optimal capital structure by estimating the profitability of products, operating profit ratio, and cash flow based on the competitiveness of products. The management of the Company periodically examines the capital structure and contemplates on the potential costs and risks involved while exerting different financial tools. In general, the Company implements prudent strategy of risk management.
- 48 -
30. FINANCIAL INSTRUMENTS
-
a. Fair value of financial instruments
-
1) Fair value of financial instruments not carried at fair value
The management considers that the carrying amounts of financial assets and financial liabilities recognized in the parent company only financial statements approximate their fair values or their fair values cannot be reliably measured.
- 2) Fair value measurements recognized in the parent company only balance sheets
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
-
a) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
b) Level 2 fair value measurements are those derived from 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
-
c) Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
December 31, 2013
| Financial assets at FVTPL - Current Available-for-sale financial assets - non-current Securities listed in ROC Equity securities December 31, 2012 Financial assets at FVTPL - current Available-for-sale financial assets - non-current Securities listed in ROC Equity securities |
Level 1 $ - $ 764,239 Level 1 $ - $ 663,384 |
Level 2 $ 1,358 $ - Level 2 $ 6,199 $ - |
Level 3 $ - $ - Level 3 $ - $ - |
Total $ 1,358 $ 764,239 Total $ 6,199 $ 663,384 |
|---|---|---|---|---|
- 49 -
January 1, 2012
| Available-for-sale financial assets - non-current Securities listed in ROC Equity securities |
Level 1 $ 646,558 |
Level 2 $ - |
Level 3 $ - |
Total $ 646,558 |
|---|---|---|---|---|
There were no transfers between Level 1 and Level 2 in the current and prior years.
- 3) Valuation techniques and assumptions applied for the purpose of measuring fair value
The fair values of financial assets and financial liabilities were determined as follows:
-
a) The fair values of financial assets and financial liabilities with standard terms and conditions and traded in active liquid markets are determined with reference to quoted market prices;
-
b) The fair values of derivative instruments were calculated using quoted prices. Where such prices were not available, a discounted cash flow analysis was performed using the applicable yield curve for the duration of the instruments for non-optional derivatives. The estimates and assumptions used by the Company were consistent with those that market participants would use in setting a price for the financial instrument.
-
b. Categories of financial instruments
| Categories of financial instruments | ||||||
|---|---|---|---|---|---|---|
| December 31, | December 31, | January 1, | ||||
| 2013 | 2012 | 2012 | ||||
| Financial assets | ||||||
| Fair value through profit or loss (FVTPL) | ||||||
| Held for trading | $ | 1,358 | $ | 6,199 | $ | - |
| Loans and receivables (i) | 13,613,691 | 21,367,604 | 21,767,840 | |||
| Available-for-sale financial assets (ii) | 846,937 | 754,857 | 764,114 | |||
| Financial liabilities | ||||||
| Amortized cost (iii) | 23,906,794 | 26,074,790 | 24,632,525 |
-
i) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, notes receivable and trade receivables (including receivables from related parties), other receivables, and other financial assets.
-
ii) The balances included the carrying amount of available-for-sale financial assets measured at cost.
-
iii) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, notes payable and trade payables (including payables to related parties), other payables, payable for purchase of equipment, and long-term loans (including current portion).
-
c. Financial risk management objectives and policies
The Company manages its exposure to risks relating to the operations through market risk, credit risk, and liquidity risk with the objective to reduce the potentially adverse effects the market uncertainties may have on its financial performance.
- 50 -
The plans for material treasury activities are reviewed by management in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, the Company must comply with certain treasury procedures that provide guiding principles for overall financial risk management.
1) Market risk
The Company 's activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below), interest rates (see (b) below), and other price risk (see (c) below).
a) Foreign currency risk
The Company had foreign currency sales and purchases, which exposed to foreign currency risk. Exchange rate exposures were managed within approved policy parameters utilizing forward foreign exchange contracts.
Sensitivity analysis
The Company was mainly exposed to the USD and JPY.
Sensitivity analysis of rate is for the transactions in currencies other than the entity’s functional currency (foreign currencies) which are recognized at the rates of exchange prevailing at the dates of the transactions.
The following table details the Company’s sensitivity to a 3% and 10% increase in New Taiwan dollars (the functional currency) against the relevant foreign currencies, respectively. The sensitivity rates used are 3% and 10% when reporting foreign currency risk internally to key management personnel.
management personnel. |
||
|---|---|---|
| Pre-tax loss | Currency USD Impact For the Year Ended December 31 2013 2012 $ 29,107 $ 32,653 |
Currency JPY Impact |
| For the Year Ended December 31 |
||
| 2013 2012 $ 57,919 $ 50,558 |
b) Interest rate risk
The Company was exposed to interest rate risk because the Company borrowed funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix of fixed and floating rate borrowings.
The carrying amounts of the Company's financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows.
| December 31, | December 31, | December 31, | December 31, | January 1, | |
|---|---|---|---|---|---|
| 2013 | 2012 | 2012 | |||
| Fair value interest rate risk | |||||
| Financial assets | $ | 8,374,264 | $ | 17,084,424 | $ 15,114,256 |
| Financial liabilities | 566,577 | 88,406 | 1,800,488 | ||
| Cash flow interest rate risk | |||||
| Financial assets | 1,821,861 | 873,093 | 2,776,374 | ||
| Financial liabilities | 18,599,897 | 21,033,615 |
17,606,332 |
- 51 -
Sensitive analysis
Sensitivity analysis of interest is calculated based on the financial liabilities exposed to cash flow interest rate risk at the end of each reporting period.
If interest rates had been 50 basis points higher/lower, the Company’s pre-tax loss for the years ended December 31, 2013 and 2012 would increase/decrease by NT$99,084 thousand and NT$96,600 thousand, respectively.
c) Other price risk
The Company was exposed to equity price risk through its investments in listed equity securities. Equity investments are held for strategic rather than trading purposes. The Company does not actively trade these investments.
Sensitive analysis
Sensitivity analysis of equity price is calculated based on the fair values of available-for-sale investments at the end of each reporting period.
If equity prices had been 10% higher/lower, equity for the years ended December 31, 2013 and 2012 would have increased/decreased by NT$76,424 thousand and NT$66,338 thousand, respectively, as a result of the changes in fair value of available-for-sale investments.
2) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s exposure to credit risk mainly arises from trade receivables - operating, bank deposits, and other financial instruments. Credit risk is managed separately for business related and financial related exposures.
Business related credit risk
In order to maintain the credit quality of trade receivables, the Company has established procedures to monitor and limit exposure to credit risk on trade receivables.
Credit evaluation is performed in the consideration of the relevant factors which may affects the customer’s paying ability such as financial condition, external and internal credit scoring, historical experience, and economic conditions. The Company holds some of the credit enhancements such as prepayments and collateral to mitigate its credit risks.
Trade receivables consisted of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of trade receivables and, where appropriate, credit guarantee insurance cover is purchased.
As of December 31, 2013 and 2012, and January 1, 2012, the Company’s ten largest customers accounted for 59%, 55% and 59% of total trade receivables (including receivables from related parties), respectively. The Company believed the concentration of credit risk was relatively insignificant for the remaining trade receivables.
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Financial credit risk
The Company’s exposure to financial credit risk which pertained to bank deposits and other financial instruments were evaluated and monitored by Corporate Treasury function. The Company only deals with creditworthy counterparties and banks so that no significant credit risk was identified.
- 3) Liquidity risk
The objective of liquidity risk management is to ensure the Company has sufficient liquidity to fund its business requirements of cash and cash equivalents and the unused of financing facilities associated with existing operations.
The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2013 and 2012 and January 1, 2012, the Company had available unutilized overdraft and short-term bank loan facilities of approximately NT$4,655,742 thousand, NT$6,856,768 thousand and NT$10,099,344 thousand, respectively.
Liquidity and interest rate risk tables
The following table details the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to pay. The tables included both interest and principal cash flows.
Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.
To the extent that interest flows are floating rate, the undiscounted amount was derived from the expected borrowing interest rate at the end of the reporting period.
December 31, 2013
| December 31, 2013 | ||||
|---|---|---|---|---|
| On Demand or Less than 1 Year Non-derivative financial liabilities Non-interest bearing $ 4,740,320 Variable interest rate liabilities 7,948,820 Fixed interest rate liabilities 568,829 $ 13,257,969 December 31, 2012 On Demand or Less than 1 Year Non-derivative financial liabilities Non-interest bearing $ 4,952,769 Variable interest rate liabilities 5,559,431 Fixed interest rate liabilities 88,767 $ 10,600,967 |
1-3 Years $ - 10,406,574 - $ 10,406,574 1-3 Years $ - 16,174,602 - $ 16,174,602 |
3-5 Years $ - 747,032 - $ 747,032 3-5 Years $ - 22,886 - $ 22,886 |
5+ Years $ - - - $ - 5+ Years $ - - - $ - |
Total $ 4,740,320 19,102,426 568,829 |
| $ 24,411,575 | ||||
| Total $ 4,952,769 21,756,919 88,767 |
||||
| $ 26,798,455 |
- 53 -
January 1, 2012
| January 1, 2012 | ||||
|---|---|---|---|---|
| On Demand or Less than 1 Year Non-derivative financial liabilities Non-interest bearing $ 5,225,705 Variable interest rate liabilities 1,815,677 Fixed interest rate liabilities 1,804,025 $ 8,845,407 |
1-3 Years $ - 8,308,774 - $ 8,308,774 |
3-5 Years $ - 8,358,820 - $ 8,358,820 |
5+ Years $ - - - $ - |
Total $ 5,225,705 18,483,271 1,804,025 |
| $ 25,513,001 |
31. TRANSACTIONS WITH RELATED PARTIES
Detail of transactions between the Company and subsidiaries and other related parties are disclosed below.
- a. Trading transactions
| Trading transactions | |||||
|---|---|---|---|---|---|
| Key management personnel Subsidiaries Others |
Sales of Goods For the Year Ended December 31 2013 2012 $ 6,192,256 $ 7,531,514 3,199,021 3,219,821 2,629 1,571 $ 9,393,906 $ 10,752,906 |
Purchases of Goods | |||
| For the Year Ended December 31 |
|||||
| 2013 $ 6,192,256 3,199,021 2,629 $ 9,393,906 |
2013 $ 1,112,719 - - $ 1,112,719 |
2012 $ 194,227 - - $ 194,227 |
Sale prices to foreign related parties were negotiated based on those charged to ultimate customers and were not comparable to those with external customers as foreign related parties were the primary regional distributors. Sales to domestic related parties were priced at a markup on the unit cost of the product, which was not comparable to those with other customers.
Sales prices to related parties were not comparable to those with external customers as the Company was the sole provider for them. The sales terms to the related parties were between 30 to 60 days after monthly closing, similar to those with external customers.
Materials purchased from related parties were for manufacturing process. The payment term was 30 days after monthly closing, similar to those with external vendors.
| Subsidiaries Others Key management personnel The Company is its major management authority |
Operating Expenses For the Year Ended December 31 2013 2012 $ 398,206 $ 405,452 25,000 25,042 4,442 - 1,156 915 $ 428,815 $ 431,409 |
Manufacturing Expenses | Manufacturing Expenses | ||
|---|---|---|---|---|---|
| For the Year Ended **December 31 ** |
|||||
| 2013 $ 398,206 25,000 4,442 1,156 $ 428,815 |
2013 $ - - 441,416 $ 441,416 |
2012 $ - - 418,736 $ 418,736 |
The subcontract processing charges of related parties were comparable to those with other vendors. The payment term was 75 days after monthly closing.
- 54 -
| Subsidiaries The Company is its major management authority Key management personnel |
Operating Leases to Related Parties For the Year Ended December 31 2013 2012 $ 22,890 $ 23,740 - - - - $ 22,890 $ 23,740 |
Software, Pattern and Other Revenue |
Software, Pattern and Other Revenue |
||
|---|---|---|---|---|---|
| For the Year Ended December 31 |
|||||
| 2013 $ 22,890 - - $ 22,890 |
2013 $ 2,055 732 - $ 2,787 |
2012 $ 3,696 974 2 $ 3,672 |
The Company leases offices to its subsidiaries (rentals are classified under other gains and losses). The amount of lease payment was based on the office space leased by each related party and was collected on a monthly basis.
Under certain contracts, the Company authorized the above related parties to use the Company’s pattern and software. The specifically negotiated terms were not comparable to those with external customers.
The following balances of trade receivables from related parties were outstanding at the end of the reporting period:
| December 31, 2013 December 31, 2012 Key management personnel $ 457,903 $ 427,401 Subsidiaries 413,996 395,979 Others 343 52 The Company is its major management authority 56 - $ 872,298 $ 823,432 |
January 1, 2012 $ 918,063 422,181 - - $ 1,340,244 |
|---|---|
The following balances of other receivables from related parties were outstanding at the end of the reporting period:
reporting period: |
||||||||
|---|---|---|---|---|---|---|---|---|
| December 31, | December | 31, | January | 1, | ||||
| 2013 | 2012 | 2012 | ||||||
| Subsidiaries | $ 364 | $ 335 | $ 645 | |||||
| The following balances of trade payables to related parties were | outstanding at | the end of | the repo | rtin | ||||
| period: | ||||||||
| December 31, | December | 31, | January | 1, | ||||
| 2013 | 2012 | 2012 | ||||||
| Subsidiaries | $ | 96,343 |
$ | 90,002 |
$ | 64,614 |
||
| The Company is its major management | ||||||||
| authority | 90,570 | 118,455 | 82,244 | |||||
| Key management personnel | 14 | - | - | |||||
| Others | - | 17,550 | - | |||||
| $ | 186,927 | $ | 226,007 | $ | 146,858 |
The following balances of trade payables to related parties were outstanding at the end of the reporting period:
- 55 -
The outstanding of trade payables from related parties are unsecured and will be settled in cash. No guarantees had been given or received for trade receivables to related parties. No expense had been recognized for the years ended December 31, 2013 and 2012 for allowance for impairment of trade receivables in respect of the amounts owed by related parties.
- b. Compensation of key management personnel
The remuneration of directors and other members of key management personnel for the years ended December 31, 2013 and 2012 was as follows:
| Short-term benefits Post-employment benefits |
**For the Year Ended ** | **For the Year Ended ** | December 31 |
|---|---|---|---|
| 2013 $ 91,879 117,744 $ 209,623 |
2012 $ 88,419 110,546 $ 198,965 |
The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.
32. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for bank borrowings, the tariff of imported raw materials guarantees, natural gas agreement or land lease agreement:
Property, plant and equipment, net Pledge deposits (classified as other financial assets - non-current) |
December 31, 2013 $ 17,425,003 164,177 $ 17,589,180 |
December 31, 2012 $ 18,773,742 164,177 $ 18,937,919 |
January 1, 2012 $ 13,119,861 164,177 |
|---|---|---|---|
| $ 13,284,038 |
33. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Company as of December 31, 2013 were as follows:
-
a. As of December 31, 2013 and 2012, and January 1, 2012, unused letters of credit amounted to approximately NT$0, NT$15,930 thousand and NT$50,489 thousand, respectively.
-
b. Unrecognized commitments are as follows:
| December 31, 2013 December 31, 2012 Acquisition of property, plant and equipment $ 1,201,949 $ 812,424 |
January 1, 2012 $ 716,395 |
|---|---|
-
56 -
-
c. The Company entered into the Phase-change memory technology agreement with IBM Company in January 2010, and the term of the agreement is from January 2010 to January 2013. Under the agreement, both parties have to share in the related expenditures of the technology development, and the Group has completed the payment in January, 2013. The Company entered into another Phase-change memory technology agreement with IBM Company in January 2013. The term of the agreement is from January 2013 to January 2016. As of December 31, 2013, the Company has paid US$3,500 thousand.
-
d. The Company entered into the Patents Cross-License Agreement with J Company in December 2009, and the term of the agreement is from December 2009 to December 2015. Under the agreement, the Company has completed the payment.
-
e. In August 2013, Spansion Inc. (“Spansion”) filed a lawsuit against the Company with both the U.S. International Trade Commission (“ITC”) and the U.S. District Court in California concurrently, alleging that the Company infringed its patents. To protect the Company’s interests, the Company not only hired a U.S. attorney to respond to the charges but also filed a lawsuit against Spansion for the infringement of the Company’s seven patents. The Company evaluated that Spansion’s lawsuit would have limited impact on the Company’s financial statements since there were various points of argument that could be taken into account.
-
f. Creative Integrated System, Inc. (“CIS”) filed a lawsuit against the Company with the U.S. District Court in California, alleging that the Company infringed two of its patents. Final judgment was rendered in favor of the Company in July 2012; however, CIS has filed an appeal against the ruling. The District Court rescinded its initial determination for one patent infringement case and re-examined it. As of December 31, 2013, the case for alleged patent infringement was still pending in the District Court. Since the patent-in-suit has expired in August 2010, and there were various points of argument that could be taken into account, the Company evaluated that the CIS’s lawsuit would have limited impact on the Company’s financial statements.
34. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The significant financial assets and liabilities denominated in foreign currencies were as follows:
December 31, 2013
| December | 31, 2013 | ||||
|---|---|---|---|---|---|
| Exchange | Financial | Financial | |||
| Rate | Assets | Liabilities | |||
| Monetary | items | ||||
| JPY | 0.28 | $ 4,716,939 | $ | 2,648,387 | |
| USD | 29.81 | 97,754 | 59,207 | ||
| December | 31, 2012 | ||||
| Exchange | Financial | Financial | |||
| Rate | Assets | Liabilities | |||
| Monetary | items | ||||
| JPY | 0.34 | $ 2,451,864 | $ | 858,990 |
|
| USD | 29.04 | 100,229 | 52,748 |
- 57 -
January 1, 2012
| Exchange | Financial | Financial | ||
|---|---|---|---|---|
| Rate | Assets | Liabilities | ||
| Monetary items | ||||
| JPY | 0.39 | $ | 6,437,719 | $ 3,758,512 |
| USD | 30.28 | 105,731 | 59,270 |
35. SEPARATELY DISCLOSED ITEMS
Information on significant transactions and information on investees:
-
a. Financing provided to others: None
-
b. Endorsements/guarantees provided: None
-
c. Marketable securities held (excluding investment in subsidiaries, associates and joint controlled entities): Table 1 (attached)
-
d. Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital: Table 2 (attached)
-
e. Acquisition of individual real estate at costs of at least NT $300 million or 20% of the paid-in capital: None
-
f. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None
-
g. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 3 (attached)
-
h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 4 (attached)
-
i. Trading in derivative instruments: Please see Note 7
-
j. Information on investees: Table 5 (attached)
-
k. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gains, and limit on the amount of investment in the mainland China area: Table 6 (attached)
-
2) Any of the significant transactions with investee companies in mainland China, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses: None
-
58 -
36. FIRST-TIME ADOPTION OF THE REGULATIONS
The Company’s date of transition to the Regulations was January 1, 2012. The impact of the transition to the Regulations on the Company’s parent company only balance sheets and the parent company only statements of comprehensive income is stated as follows:
a. Reconciliation of parent company only balance sheet as of January 1, 2012
| ROC GAAP | Amount $ 17,726,603 2,411,019 1,340,244 111,958 6,398,789 125,765 407,057 28,521,435 3,054,069 646,558 117,556 3,818,183 34,855,166 71,050 418,310 164,177 3,366 25,226 611,079 $ 67,876,913 $ 1,800,488 2,136,388 146,858 335,135 2,072,686 530,775 869,773 1,527,718 66,310 9,486,131 16,078,719 360,151 2,040 362,191 25,927,041 |
**Effect of Transition ** | to Regulations Presentation Difference $ - 10,473 - - - (125,765 ) - (115,292) (5,418 ) - - (5,418) - - 125,765 - - - 125,765 $ 5,055 $ - - - - - - - - 5,403 5,403 - - (348) (348) 5,055 |
Regulations Used in Preparation of the Parent Company Only Financial Statements Amount Item Note Current assets $ 17,726,603 Cash and cash equivalents 2,421,492 Notes receivable and trade receivables, net a) 1,340,244 Receivables from related parties, net 111,958 Other receivables 6,398,789 Inventories - - b) 407,057 Other current assets 28,406,143 Total current assets Long-term investments 3,037,580 Investment accounted for using equity method e), f), g) 646,558 Available-for-sale financial assets - non-current 117,556 Financial assets carried at cost - non-current 3,801,694 Total non-current assets 34,855,166 Property, plant and equipment 71,050 Intangible assets Other assets 544,075 Deferred tax assets b) 164,177 Other financial assets - non-current 3,366 Other financial assets - non-current 25,226 Other non-current assets 736,844 Total other assets $ 67,870,897 Total Current liabilities $ 1,800,488 Short-term borrowings 2,136,388 Notes payable and trade payables 146,858 Payables to related parties 335,135 Current tax liabilities 2,072,686 Other payables 530,775 Salary and bonus payable 869,773 Payable for purchase of equipment 1,527,718 Current portion of long-term borrowings 126,626 Other current liabilities a), c), f) 9,546,447 Total current liabilities 16,078,719 Total long-term liabilities Other liabilities 623,503 Accrued pension liabilities d) 1,692 Other non-current liabilities f) 625,195 Total other liabilities 26,250,361 Total liabilities (Continued) |
||
|---|---|---|---|---|---|---|
| Recognition and Measurement Difference $ - - - - - - - - (11,071 ) - - (11,071) - - - - - - - $ (11,071) $ - - - - - - - - 54,913 54,913 - 263,352 - 263,352 318,265 |
||||||
| Item Current assets Cash and cash equivalents Notes and accounts receivable, net Receivables from related parties, net Other receivables, net Inventories Deferred income tax assets - current Other current assets Total current assets Long-term investments Investment accounted for by using equity method Available-for-sale financial assets - non-current Financial assets carried at cost - non-current Total long-term investments Net property, plant and equipment Net intangible assets Other assets Deferred income tax assets - non-current Restricted assets - non-current Refundable deposits Other assets Total other assets Total Current liabilities Short-term bank loans Notes and accounts payable Payables to related parties Income tax payable Accrued expenses Accrued bonuses to employees, directors and supervisors Payables for equipment Current portion of long-term bank loans Other current liabilities Total current liabilities Total long-term liabilities Other liabilities Accrued pension cost Others Total other liabilities Total liabilities |
- 59 -
| ROC GAAP | Amount $ 33,847,486 349,925 2,407,003 5,085,609 432,095 (29,881 ) (142,365) 41,949,872 $ 67,876,913 |
**Effect of Transition ** | to Regulations Presentation Difference $ - - - - - - - - $ 5,055 |
Regulations Used in Preparation of the Parent Company Only Financial Statements Amount Item Note $ 33,847,486 Ordinary shares 346,489 Capital surplus g) 2,407,003 Legal reserve 4,776,572 Unappropriated earnings c), d), e), h) 432,095 Unrealized gain from available-for-sale financial assets (30,048 ) Exchange differences on translating foreign operations e) (159,061) Treasury shares h) 41,620,536 Total equity $ 67,870,897 Total |
||
|---|---|---|---|---|---|---|
| Recognition and Measurement Difference $ - (3,436 ) - (309,037 ) - (167 ) (16,696) (329,336) $ (11,071) |
||||||
| Item Shareholders' equity Capital stock Capital surplus Legal capital reserve Unappropriated earnings Unrealized gains on financial instruments Cumulative translation adjustments Treasury stock Total shareholders' equity Total |
(Concluded)
b. Reconciliation of parent company only statement of balance sheets as of December 31, 2012
| ROC GAAP | Amount $ 17,793,410 6,199 2,463,765 823,432 100,136 6,797,915 228,162 425,577 28,638,596 2,335,038 663,384 91,473 3,089,895 29,274,321 315,870 677,450 164,177 10,078 2,996 16,258 870,959 $ 62,189,641 |
**Effect of Transition ** | to Regulations Presentation Difference $ - - 9,610 - - - (228,162 ) - (218,552) (3,407 ) - - (3,407) - - 228,162 - - - - 228,162 $ 6,203 |
Regulations Used in Preparation of the Parent Company Only Financial Statements Amount Item Note Current assets $ 17,793,410 Cash and cash equivalents 6,199 Financial assets at fair value through profit or loss - current 2,473,375 Notes receivable and trade receivables, net a) 823,432 Receivables from related parties, net 100,136 Other receivables 6,797,915 Inventories - - b) 425,577 Other current assets 28,420,044 Total current assets Long-term investments 2,319,232 Investment accounted for using equity method e), f) 663,384 Available-for-sale financial assets - non-current 91,473 Financial assets carried at cost - non-current 3,074,089 Total non-current assets 29,274,321 Property, plant and equipment 315,870 Intangible assets Other assets 905,612 Deferred tax assets b) 164,177 Other financial assets - non-current 10,078 2,996 Other financial assets - non-current 16,258 Other non-current assets 1,099,121 Total other assets $ 62,183,445 Total (Continued) |
||
|---|---|---|---|---|---|---|
| Recognition and Measurement Difference $ - - - - - - - - - (12,399 ) - - (12,399) - - - - - - - - $ (12,399) |
||||||
| Item Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Notes and accounts receivable, net Receivables from related parties, net Other receivables, net Inventories Deferred income tax assets - current Other current assets Total current assets Long-term investments Investment accounted for by using equity method Available-for-sale financial assets - non-current Financial assets carried at cost - non-current Total long-term investments Net property, plant and equipment Net intangible assets Other assets Deferred income tax assets - non-current Restricted assets - non-current Long-term receivables Refundable deposits Other assets Total other assets Total |
- 60 -
| ROC GAAP | Amount $ 88,406 1,819,749 226,007 336,591 2,517,231 389,782 5,233,718 73,999 10,685,483 15,799,897 462,744 130 462,904 26,948,284 35,214,623 348,123 2,695,275 (3,220,362 ) 448,981 (102,918 ) (142,365) 35,241,357 $ 62,189,641 |
**Effect of Transition ** | to Regulations Presentation Difference $ - - - - - - - 6,203 6,203 - - - - 6,203 - - - - - - - - $ 6,203 |
Regulations Used in Preparation of the Parent Company Only Financial Statements Amount Item Note Current liabilities $ 88,406 Short-term borrowings 1,819,749 Notes payable and trade payables 226,007 Payables to related parties 336,591 Current tax liabilities 2,517,231 Other payables 389,782 Payable for purchase of equipment 5,233,718 Current portion of long-term borrowings 141,410 Other current liabilities a), c), f) 10,752,894 Total current liabilities 15,799,897 Total long-term liabilities Other liabilities 718,614 Accrued pension liabilities d) 130 Other non-current liabilities 718,744 Total other liabilities 27,271,535 Total liabilities 35,214,623 Ordinary shares 343,869 Capital surplus g) 2,695,275 Legal reserve (3,528,992 ) Accumulated deficit c), d), e), h) 448,981 Unrealized gain from available-for-sale financial assets (102,785 ) Exchange differences on translating foreign operations e) (159,061) Treasury shares h) 34,911,910 Total equity $ 62,183,445 Total |
|
|---|---|---|---|---|---|
| Recognition and Measurement Difference $ - - - - - - - 61,208 61,208 - 255,840 - 255,840 317,048 - (4,254 ) - (308,630 ) - 133 (16,696) (329,447) $ (12,399) |
|||||
| Item Current liabilities Short-term bank loans Notes and accounts payable Payables to related parties Income tax payable Accrued expenses Payables for equipment Current portion of long-term bank loans Other current liabilities Total current liabilities Total long-term liabilities Other liabilities Accrued pension cost Others Total other liabilities Total liabilities Shareholders' equity Capital stock Capital surplus Legal capital reserve Accumulated deficit Unrealized gains on financial instruments Cumulative translation adjustments Treasury stock Total shareholders' equity Total |
(Concluded)
- c. Reconciliation of parent company only statement of comprehensive income for the years ended December 31, 2012
| ROC GAAP | Amount $ 23,888,847 21,517,784 2,371,063 1,664 2,372,727 908,223 1,513,080 4,547,487 6,968,790 (4,596,063) |
**Effect of Transition ** | to Regulations Presentation Difference $ - 139,698 (139,698 ) - (139,698) - 492 (1,829) (1,337) (138,361) |
Regulations Used in Preparation of the Parent Company Only Financial Statements Amount Item Note $ 23,888,847 Net operating revenue 21,656,168 Operating costs c), d), i) 2,232,679 Gross profit 1,664 Realized gain on transactions with subsidiaries 2,234,343 Realized gross profit Operating expenses 907,948 Selling and marketing expenses c), d) 1,513,406 General and administrative expenses c), d), i) 4,546,195 Research and development expenses c), d), i) 6,967,549 Total operating expenses (4,733,206) Loss from operations (Continued) |
|
|---|---|---|---|---|---|
| Recognition and Measurement Difference $ - (1,314) 1,314 - (1,314) (275 ) (166 ) 537 96 1,218 |
|||||
| Item Net sales Cost of sales Gross profit before affiliates elimination Unrealized gross profit from affiliates Gross profit Operating expenses Sales and marketing General and administrative Research and development Total operating expenses Loss from operations |
- 61 -
| ROC GAAP | Amount $ 154,349 56,840 61,273 6,199 58,014 336,675 645,940 302,953 138,361 157,615 11,165 1,256,034 (5,515,422 ) (77,011) $ (5,438,411) |
**Effect of Transition ** | to Regulations Presentation Difference $ - - - - - - - - (138,361 ) - - (138,361) - - $ - |
Regulations Used in Preparation of the Parent Company Only Financial Statements Amount Item Note Non-operating income and gains $ 154,349 Interest income 56,840 Dividend income 61,273 Net gains on disposal of investments 6,199 Net gain arising on financial assets classified as held for trading 58,014 Others 336,675 Total non-operating income and gains Non-operating expenses and losses 646,763 Share of profit or loss of subsidiaries, associates and joint ventures e) 302,953 Interest expense - Loss on disposal of assets i) 157,615 Foreign exchange losses, net 11,165 Others 1,118,496 Total non-operating expenses and losses (5,515,027 ) Loss before income tax (77,011) Income tax expense (5,438,016) Net loss (72,737 ) Exchange differences on translating foreign operations 16,886 Unrealized gain on available-for-sale financial assets (55,851) Other comprehensive loss for the year, net of tax $ (5,493,867) Total comprehensive loss for the year (Concluded) |
||
|---|---|---|---|---|---|---|
| Recognition and Measurement Difference $ - - - - - - 823 - - - - 823 395 - $ 395 |
||||||
| Item Non-operating income and gains Interest income Dividend income Gain on disposal of investments Valuation gain on financial assets Others Total non-operating income and gains Non-operating expenses and losses Loss recognized on investment accounted for by using equity method Interest expense Loss on disposal of assets Foreign exchange losses, net Others Total non-operating expenses and losses Loss before income tax Income tax expense Net loss |
d. Exemptions
Except for optional exemptions and mandatory exceptions to retrospective application provided under the Regulations, the Company retrospectively applied the Regulations to prepare its opening balance sheet at the date of transition, January 1, 2012. The major optional exemptions the Company elected are summarized as follows:
1) Investments in subsidiaries
The Company elected to measure the investments in subsidiaries acquired before the date of transition, at the same carrying amount as recognized under ROC GAAP as of December 31, 2011.
2) Share-based payment transactions
At the date of transition, the Company elected to adopt the optional exemptions from retrospective application and measured the shared-based payment transactions granted and vested before the date of transition in the same way as it was under ROC GAAP.
3) Employee benefits
The Company elected to recognize all cumulative actuarial gains and losses in retained earnings as of the date of transition.
-
62 -
-
e. Explanations of significant reconciling items in the transition to IFRSs
-
1) Allowance for sales returns and others
Under ROC GAAP, provisions for estimated sales returns and others are recognized as a reduction in revenue in the year the related revenue is recognized based on historical experience. Allowance for sales returns and others is recorded as a deduction in accounts receivable. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, the allowance for sales returns and others is a present obligation with uncertain timing and an amount that arises from past events; it is therefore reclassified as provisions (classified under current liabilities) accordingly.
As of December 31, 2012 and January 1, 2012, the amounts reclassified from allowance for sales returns and others to provisions was NT$9,610 thousand and NT$10,473 thousand, respectively.
- 2) Classifications of deferred income tax asset/liability and valuation allowance
Under ROC GAAP, valuation allowance is provided to the extent, if any, that it is more likely than not that deferred income tax assets will not be realized. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, deferred tax assets are only recognized to the extent that it is probable that there will be sufficient taxable profits and the valuation allowance account is no longer used.
In addition, under ROC GAAP, a deferred tax asset or liability is classified as current or non-current in accordance with the classification of its related asset or liability. However, if a deferred income tax asset or liability does not relate to an asset or liability in the financial statements, it is classified as either current or non-current based on the expected length of time before it is realized or settled. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, a deferred tax asset or liability is classified as non-current asset or liability.
As of December 31,2012 and January 1, 2012, the amount reclassified from deferred income tax assets - current to deferred income tax assets - non-current was NT$228,162 thousand and NT$125,765 thousand, respectively.
- 3) Employee benefits - short-term accumulating compensated absences
Short-term accumulating compensated absences are not specifically addressed under ROC GAAP and usually recognized as salary expense while distributed. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, accumulating compensated absences are recognized as salary expense when the employees render services that increase their entitlement to future compensated absences.
At the transition date, the Company elected to recognize all the resulting accounting difference of compensated absences in retained earnings. As of December 31, 2012 and January 1, 2012, other current liabilities increased by NT$61,208 thousand and NT$54,913 thousand, respectively. For the year ended December 31, 2012, the cost of sales and operating expenses increased by NT$2,858 thousand and NT$3,437 thousand, respectively.
- 4) Employee benefits - corridor approach
Under ROC GAAP, unrecognized net transition obligation from first-adoption of SFAS No. 18, “Accounting for Pensions”, should be amortized over the expected average remaining service lives of the employees who are still in service and expected to receive pension benefits using the straight-line method and recorded in net pension cost. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, unrecognized net transition obligation should be recognized immediately to unappropriated earnings.
- 63 -
Under ROC GAAP, actuarial gains and losses are accounted for under the corridor approach which resulted in the deferral of gains and losses. When using the corridor approach, actuarial gains and losses should be amortized over the expected average remaining working lives of the participating employees and be recognized directly to retained earnings. At the transition date, the Company decided to adopt the corridor approach continuously.
At the transition date, the Company performed actuarial valuation and recognized the valuation difference directly to retained earnings. As of December 31, 2012 and January 1, 2012, accrued pension cost was adjusted for an increase of NT$255,840 thousand and NT$263,352 thousand, respectively. Pension cost for the year ended December 31, 2012 was also adjusted for a decrease in cost of sales of NT$4,172 thousand and a decrease in operating expenses of NT$3,341 thousand.
- 5) Investments accounted for using the equity method
The Company has evaluated significant differences between current accounting policies and Regulations Used in Preparation of the Parent Company Only Financial Statements for the Company’s subsidiaries accounted for using the equity method. The significant difference is mainly due to the adjustment to employee benefits.
Under Regulations Used in Preparation of the Parent Company Only Financial Statements, when the adjustments to the carrying amount of the investee were neither arising from other comprehensive income nor affecting the ownership percentage of the investor, the investor should recognize the differences from the changes in the investee’s equity that is proportionate to its existing ownership.
As of December 31, 2012 and January 1, 2012, as a result of the differences mentioned above, investment accounted for using the equity method was adjusted for a decrease of NT$8,145 thousand and NT$7,635 thousand, respectively; foreign currency translation reserve was adjusted for a decrease of NT$133 thousand and an increase of NT$167 thousand, respectively; equity in earnings of equity method investees was adjusted for an increase of NT$823 thousand for the year ended December 31, 2012.
- 6) Unrealized transactions with subsidiaries
Under ROC GAAP, profits and losses resulting from downstream transactions with subsidiaries must be eliminated and recognized in unearned revenue (classified under other current and non-current liabilities). Under Regulations Used in Preparation of the Parent Company Only Financial Statements, unrealized profits and losses should be recognized as an adjustment of investment accounted for using equity method.
As of December 31, 2012 and January 1, 2012, the amount reclassified to investment accounted for using equity method was NT$3,407 thousand and NT$5,418 thousand, respectively.
7) Capital surplus of subsidiaries - employee stock options
Under ROC GAAP, employee stock options granted by a subsidiary are recognized by the parent company according to its ownership percentage as capital surplus - employee stock options under the shareholders’ equity in the parent company only financial statements. Under Regulations Used in Preparation of the Parent Company Only Financial Statements, the equity that was not attributable, directly or indirectly, to a parent was not recognized as shareholders’ equity.
As of December 31, 2012 and January 1, 2012, as a result of the differences mentioned above, the capital surplus - employee stock options was adjusted for a decrease of NT$4,254 thousand and NT$3,436 thousand, respectively.
-
64 -
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8) Treasury stock transactions
Under ROC GAAP, the Company’s stocks held by subsidiaries were accounted for as treasury stock. For its first-time adoption of SFAS No. 30, ”Accounting for Treasury Stocks,” the recorded cost of the stock is based on its carrying amount as of January 1, 2002, which may not equal to its acquisition cost.
Under Regulations Used in Preparation of the Parent Company Only Financial Statements, treasury stock is stated at cost and shown as a deduction in shareholders’ equity. The Company is not subject to the transition requirement; thus, the amounts of the related accounts in the statements of changes in shareholders’ equity should be adjusted retrospectively.
As of December 31, 2012, the book value of treasury stock increased by NT$16,696 thousand.
- 9) The reclassification of line items in the parent company only statement of comprehensive income
Under Regulations Used in Preparation of the Parent Company Only Financial Statements, based on the nature of operating transactions, the Company reclassified net loss on disposal of property, plant and equipment of NT$138,361 thousand for the year ended December 31, 2012 as an increase in cost of sales of NT$139,698 thousand and a decrease in operating expenses of NT$1,337 thousand.
- f. Explanation of material adjustments to the statement of cash flows
According to ROC GAAP, interest paid and received and dividends received were classified as operating activities. Additional disclosure was required for interest expenses when reporting cash flow using indirect method. However, under Regulations Used in Preparation of the Parent Company Only Financial Statements, cash flows from interest and dividends received and paid shall each be disclosed separately. Each shall be classified in a consistent manner from period to period as operating activities. Therefore, interests received and paid and dividends received by the Company of NT$154,624 thousand, NT$309,042 thousand and NT$56,840 thousand, respectively, for the year ended December 31, 2012 were presented separately at the date of transition.
Except for the above differences, there are no other significant differences between ROC GAAP and Regulations Used in Preparation of the Parent Company Only Financial Statements in the parent company only statement of cash flows.
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TABLE 1
MACRONIX INTERNATIONAL CO., LTD.
MARKETABLE SECURITIES HELD DECEMBER 31, 2013
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2013 | December 31, 2013 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (In Thousands) |
Carrying Amount (Note 3) |
Percentage of Ownership |
Fair Value (Note 3) |
|||||
| The Company Macronix (BVI) Co., Ltd. Hui Ying Investment, Ltd. |
Stock Ardentec Corporation United Industrial Gases Co., Ltd. Zowie Technology Co., Ltd. Aetas Technology Inc. Honbond Venture Capital Co., Ltd. Stock Chipbond Technology Corporation Key ASIC Bhd Tower Semiconductor Ltd. Global Strategic Investment Fund(Cayman) Global Strategic Investment Fund(Samoa) Stock Macronix International Co., Ltd. Raio Technology Co., Ltd. |
The Company serves as member of its board of directors None None None The Company serves as member of its board of directors None None None None None The Company None |
Available-for-sale financial assets - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current Available-for-sale financial assets - non-current Available-for-sale financial assets - non-current Available-for-sale financial assets - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current Available-for-sale financial assets - non-current Financial assets measured at cost - non-current |
34,896,736 6,671,877 105,981 145,850 4,972,500 1,088,319 26,924,500 584,893 680,000 1,739,783 3,899,382 797,244 |
$ 764,239 58,500 - - 24,198 50,988 34.299 101,807 - 32,189 26,165 - |
7.48 3.06 0.32 0.29 15.00 0.17 3.34 1.22 2.52 4.90 0.11 10.73 |
$ 764,239 - - - - 50,988 34,299 101,807 - - 26,165 - |
Note 1 Note 2 Note 2 Note 2 Note 2 Note 1 Note 1 Note 1 Note 2 Note 2 Note 1 Note 2 |
Note 1: The market value was based on the closing price as of December 31, 2013.
Note 2: The calculation is based upon the most recent financial statements available to the Company.
Note 3: The foreign currency amount is converted into New Taiwan dollars based on the exchange rate at December 31, 2013.
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TABLE 2
MACRONIX INTERNATIONAL CO., LTD.
MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2013
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Company Name | Type and Name of Marketable Securities |
Financial Statement Account |
Counterparty | Relationship | Beginning Balance | Beginning Balance | **Acquisition ** | **Acquisition ** | **Disposal ** | **Disposal ** | Ending Balance | Ending Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units (In Thousands) |
Amount | Shares/Units (In Thousands) |
Amount | Shares/Units (In Thousands) |
Amount | Carrying Amount |
Gain/Loss on **Disposal ** |
Shares/Units **(In Thousands) ** |
Amount (Note) | |||||
| The Company | Stock Infomax Communication Co., Ltd. |
Investments accounted for using equity method |
Infomax Communication Co., Ltd. |
Subsidiary | 50,322,240 | $ 221,645 | 99,949,000 |
$ 999,490 | - |
$ - | $ - | $ - | 150,271,240 | $ 920,261 |
Note: The ending balance of securities.
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TABLE 3
MACRONIX INTERNATIONAL CO., LTD.
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2013
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Buyer | Related Party | Relationship | Transaction | Transaction | Transaction | Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount |
% to Total |
Payment Terms | Unit Price | Payment Term |
Ending Balance | % to Total |
||||
| The Company Macronix (Hong Kong) Co., Ltd. Macronix America Inc. |
MegaChips Corporation Macronix (Hong Kong) Co., Ltd. Macronix America Inc. MegaChips Corporation The Company The Company |
Its subsidiary, Shun Ying Investment, is represented in MXIC’s board of directors Indirect subsidiary Subsidiary Its subsidiary, Shun Ying Investment, is represented in MXIC’s board of directors Indirect subsidiary Subsidiary |
Sales Sales Sales Purchase Purchase Purchase |
$ 6,192,256 2,668,265 529,361 1,112,719 US$ 90,113,635 US$ 17,861,000 |
28% 12% 2% 17% 100% 100% |
30 days after monthly closing 45 days after monthly closing Net 60 days 30 days after monthly closing 45 days after monthly closing Net 60 days |
Note 31 Note 31 Note 31 Note 31 No material difference No material difference |
Note 31 Note 31 Note 31 Note 31 No material difference No material difference |
$ 457,903 363,619 48,058 14 US$ 12,199,127 US$ 1,609,863 |
14% 11% 1% - 100% 100% |
- - - - - - |
- 68 -
TABLE 4
MACRONIX INTERNATIONAL CO., LTD.
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2013
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate | Overdue | Overdue | Amounts Received in Subsequent Period |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|
| Amount | Action Taken | |||||||
| The Company | MegaChips Corporation Macronix (Hong Kong) Co., Ltd. |
Its subsidiary, Shun Ying Investment, is represented in MXIC’s board of directors Indirect subsidiary |
$ 457,903 363,619 |
13.99 times 7.49 times |
$ - - |
- - |
JPY 1,612,902 thousand US$ 12,200 thousand |
$ - - |
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TABLE 5
MACRONIX INTERNATIONAL CO., LTD.
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2013 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Inves | tment Amount | **Balance ** | **as of December ** | 31, 2013 | Net Income (Loss) of the Investee (Note 3) |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2013 (Note 1) |
December 31, 2012 (Note 1) |
Shares | Percentage of Ownership |
Carrying Amount (Note 2) |
|||||||
| The Company Macronix (BVI) Co., Ltd. Hui Ying Investment, Ltd. Run Hong Investment, Ltd. Infomax Communication Co., Ltd. Infomax Holding Co., Ltd. MoDioTek Co., Ltd. Mosatek Co., Ltd. Magic Pixel Inc. Magic Pixel Inc. Mxtran Inc. Mxtran Holding (Samoa) Co., Ltd. |
Macronix America Inc. Macronix (BVI) Co., Ltd. Hui Ying Investment, Ltd. Run Hong Investment, Ltd. Magic Pixel Inc. Infomax Communication Co., Ltd. Mxtran Inc. MoDioTek Co., Ltd. New Trend Technology Inc. Macronix Europe NV. Macronix Pte Ltd. Macronix (Hong Kong) Co., Ltd. Macronix (Asia) Limited MoDioTek Co., Ltd. Magic Pixel Inc. Infomax Communication Co., Ltd. Mxtran Inc. MoDioTek Co., Ltd. Infomax Holding Co., Ltd. Infomax Holding Company Limited Mosatek Co., Ltd. Mosatek (H.K) Company Limited Magic Pixel Inc. Magic Pixel Holding Company Limited Mxtran Holding (Samoa) Co., Ltd. Mxtran (H.K.) Holding Co., Limited. |
San Jose, California, U.S.A. Tortola, British Virgin Islands Taipei, Taiwan Taipei, Taiwan Hsinchu, Taiwan Hsinchu, Taiwan Hsinchu, Taiwan Hsinchu, Taiwan San Jose, California, U.S.A. Belgium Singapore Hong Kong Cayman Island Hsinchu, Taiwan Hsinchu, Taiwan Hsinchu, Taiwan Hsinchu, Taiwan Hsinchu, Taiwan Samoa Hong Kong Samoa Hong Kong Samoa Hong Kong Samoa Hong Kong |
Marketing Investment holding company Investment Investment Fabless multimedia system on chip Baseband chip, analog baseband chip, and power management chip Combi-SIM IC and the related service Mobile audio platform and smart remote controller IC design After-sale service After-sale service Marketing Investment holding company Mobile audio platform and smart remote controller Fabless multimedia system on chip Baseband chip, analog baseband chip, and power management chip Combi-SIM IC and the related service Mobile audio platform and smart remote controller Investment holding company Investment holding company Investment holding company Investment holding company Investment holding company Investment holding company Investment holding company Investment holding company |
$ 2,640 7,348,057 500,000 984,432 312,803 1,502,711 607,379 430,232 850,637 2,106 3,291 378,427 26,325 30,442 22,131 27,423 34,271 30,442 235,494 96,022 108,014 53,398 76,913 59,668 27,809 23,880 |
$ 2,640 7,348,057 500,000 984,432 217,825 520,117 512,371 340,212 850,637 2,106 3,291 378,427 26,325 25,452 17,286 28,879 29,279 25,452 195,457 94,516 91,644 53,398 65,050 50,771 27,809 23,880 |
100,000 223,300,000 - - 30,651,523 150,271,240 60,627,800 43,023,160 25,850,000 999 174,000 89,700,000 800,000 2,894,200 1,895,440 2,742,506 3,393,200 2,894,200 7,620,000 22,926,500 3,490,000 12,905,100 2,450,000 14,820,000 920,000 6,152,000 |
100.00 100.00 100.00 100.00 78.27 97.25 89.16 74.18 100.00 100.00 100.00 100.00 100.00 4.99 4.84 1.77 4.99 4.99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 |
$ 249,700 1,440,549 24,985 42,887 54,251 920,261 133,981 59,624 295,722 94,545 15,676 565,925 47,385 4,019 3,355 16,749 7,506 4,019 11,571 8,777 2,885 2,489 5,740 5,739 7,629 7,333 |
$ (6,201 ) (56,560 ) (5,203 ) (24,210 ) (112,703 ) (294,651 ) (106,066 ) (119,755 ) (6,386 ) 7,598 921 (69,410 ) 4,129 (119,755 ) (112,703 ) (294,651 ) (106,066 ) (119,755 ) (36,820 ) 1,663 (19,483 ) (3,126 ) (8,640 ) (5,667 ) (6,673 ) (3,105 ) |
$ (6,201 ) (56,560 ) (5,203 ) (24,210 ) (86,316 ) (283,090 ) (93,923 ) (87,144 ) Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 |
Note 1: The foreign currency amount was converted into New Taiwan dollars at the historical exchange rate.
Note 2: The foreign currency amount was based on audited financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the exchange rate on December 31, 2013.
Note 3: The foreign currency amount was based on audited financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the average exchange rate for the year ended December 31, 2013.
Note 4: Under relevant regulations, no disclosure of investment gain (loss) is needed.
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TABLE 6
MACRONIX INTERNATIONAL CO., LTD.
INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE YEARS ENDED DECEMBER 31, 2013 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Main Businesses and Products | Main Businesses and Products | Total Amount of Paid-in Capital (Note 1 and 4) |
Method of Investment |
O fo |
Accumulated utward Remittance r Investment from Taiwan as of January 1, 2013 (Note 4) |
Investme | nt Flows | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2013 (Note 4) |
Net Income (Loss) of the Investee |
% Ownership for Direct or Indirect Investment (Note 5) |
Investment Gain (Loss) (Note 6) |
Carrying Amount as of December 31, 2013 (Note 7) |
Accumulated Inward Remittance of Investment Income as of December 31, 2013 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward (Note 4) |
Inward | |||||||||||||
| Macronix Microelectronics (Suzhou) Co., Ltd. Infomax Communication (Suzhou) Co., Ltd. Modiotek (Suzhou) Co., Ltd. Magic Pixel (Shen Zhen) Co., Ltd. Maxtran Technology Co., Ltd. |
Development of integrated circuit system and software Software, rendering and technical service Sales and technical support of mobile audio platform and smart remote controller Sales and technical support of fabless multimedia system on chip Technical support of Combi-SIM IC |
$ 296,160 82,415 53,231 34,282 23,435 |
(Note 2) (Note 3) (Note 3) (Note 3) (Note 3) |
$ 296,160 82,415 53,231 25,385 23,435 |
$ - - - 8,897 - |
$ - - - - - |
$ 296,160 82,415 53,231 34,282 23,435 |
$ 4,525 2,592 (3,125 ) (5,659 ) (3,105 ) |
100.00% 99.02% 84.16% 83.11% 94.15% |
$ 4,525 2,567 (2,630 ) (4,703 ) (2,923 ) |
$ 328,700 7,958 1,912 4,559 6,495 |
$ - - - - - |
||
| Accumulated Investment in December 3 |
Mainland China as of 1, 2013 |
Invest | ment Amount Authoriz **Commission, ** |
ed by the Investment MOEA |
Upper Limit on Investment | |||||||||
| $ 5 ( |
15,186 Note 4) |
$ 534 (No |
,657 te 4) |
$ 17,207,267 |
Note 1: The amount of paid in capital included prepaid investments.
Note 2: The Company invested in a company located in Mainland China indirectly through the existing company in the third country.
Note 3: The Company invested in a company located in Mainland China indirectly through the investing company in the third country.
Note 4: The foreign currency amount was converted into New Taiwan dollars at the historical exchange rate.
Note 5: The percentage of ownership is based on the total holding percentage owned by the Company and its subsidiaries.
Note 6: The foreign currency amount was based on audited financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the average exchange rate for the years ended December 31, 2013.
Note 7: The foreign currency amount was based on audited financial statements for the same reporting period; the amount was converted into New Taiwan dollars at the exchange rate on December 31, 2013.
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