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NTC Interim / Quarterly Report 2021

Nov 19, 2021

52438_rns_2021-11-19_21848d9e-fa21-4a91-a9b8-1d91774f9d61.pdf

Interim / Quarterly Report

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Nuvoton Technology Corporation and Subsidiaries

Consolidated Financial Statements for the Nine Months Ended September 30, 2021 and 2020 and Independent Auditors' Review Report

CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars)

September 30, 2021
(Reviewed)
December 31, 2020 September 30, 2020
(Reviewed)
ASSETS Amount % (Audited)
Amount
% Amount %
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 31) \$
6,369,871
20 \$
5,881,733
18 \$
3,814,188
13
Financial assets at fair value through profit or loss - current (Note 7) 1,806 - 13,223 - 11,326 -
Notes and accounts receivable, net (Notes 8 and 29) 4,075,966 13 4,155,816 13 4,030,564 13
Accounts receivable from related parties, net (Notes 8 and 30) 698,566 2 90,577 - 76,158 -
Other receivables (Notes 9 and 30) 894,962 3 1,710,051 5 2,265,862 7
Inventories (Note 10) 6,776,467 21 6,250,131 20 6,257,559 21
Other current assets 293,850 1 259,015 1 332,890 1
Total current assets 19,111,488 60 18,360,546 57 16,788,547 55
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current
(Note 11) 2,487,111 8 1,806,580 6 1,994,820 7
Property, plant and equipment (Notes 12 and 31) 5,493,511 17 6,547,107 20 6,559,956 22
Right-of-use assets (Notes 13 and 30) 1,250,304 4 1,498,888 5 1,539,095 5
Investment properties (Notes 14 and 31) 2,112,852 7 2,466,667 8 2,501,693 8
Intangible assets (Note 15) 904,211 3 802,691 2 700,693 2
Deferred tax assets (Note 4) 163,101 1 188,397 - 199,432 1
Refundable deposits (Notes 6 and 30) 122,121 - 651,497 2 101,833 -
Other non-current assets 4,457 - 328 - 573 -
Total non-current assets 12,537,668 40 13,962,155 43 13,598,095 45
TOTAL \$ 31,649,156 100 \$ 32,322,701 100 \$ 30,386,642 100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 17 and 31) \$
74,700
- \$
1,821,210
6 \$
1,291,112
4
Financial liabilities at fair value through profit or loss - current (Note 7) 2,634 - 3,191 - - -
Notes payable 219,546 - 365,870 1 336,536 1
Accounts payable 2,756,449 9 2,653,008 8 2,572,643 9
Accounts payable to related parties (Note 30) 571,955 2 827,543 3 880,925 3
Other payables (Notes 18 and 30) 4,419,934 14 4,008,274 12 4,367,282 14
Current tax liabilities (Note 4) 403,433 1 221,412 1 298,003 1
Provisions - current (Note 19) 551,784 2 928,719 3 927,168 3
Lease liabilities - current (Notes 13 and 30)
Other current liabilities
255,053
559,728
1
2
300,067
421,034
1
1
302,352
178,156
1
1
Total current liabilities 9,815,216 31 11,550,328 36 11,154,177 37
NON-CURRENT LIABILITIES
Bonds payable (Note 16) 98,901 - 1,207,820 4 1,684,222 6
Long-term borrowings (Notes 17 and 31) 1,500,000 5 1,500,000 5 3,300,000 11
Provisions - non-current (Note 19) 2,822,216 9 3,120,468 10 3,112,820 10
Deferred tax liabilities 4,361 - 52,132 - 79,275 -
Lease liabilities - non-current (Notes 13 and 30) 1,186,860 4 1,474,041 4 1,535,304 5
Net defined benefit liabilities - non-current (Note 4) 1,638,937 5 1,780,008 5 1,754,726 6
Other non-current liabilities 310,304 1 116,536 - 107,169 -
Total non-current liabilities 7,561,579 24 9,251,005 28 11,573,516 38
Total liabilities 17,376,795 55 20,801,333 64 22,727,693 75
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 21)
Share capital 4,100,427 13 3,759,616 12 2,875,544 10
Certificates of bond-to-stock conversion 71,674 - 124,320 - 84,072 -
Capital surplus 6,609,957 21 5,796,731 18 3,149,626 10
Retained earnings
Legal reserve 655,515 2 596,905 2 596,905 2
Unappropriated earnings 2,722,887 9 1,103,083 3 980,209 3
Exchange differences on translation of financial statements of foreign operations (826,049) (3) (128,352) - (135,709) -
Unrealized gains (losses) on financial assets at fair value through other
comprehensive income 937,950 3 269,065 1 108,302 -
Total equity 14,272,361 45 11,521,368 36 7,658,949 25
TOTAL \$ 31,649,156 100 \$ 32,322,701 100 \$ 30,386,642 100

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

For the Three Months Ended September 30 For the Nine Months Ended September 30
2021 2020 2021 2020
Amount % Amount % Amount % Amount %
OPERATING REVENUE
(Notes 22 and 30)
\$ 10,380,154 100 \$
5,604,569
100 \$ 31,067,323 100 \$ 10,798,866 100
OPERATING COST (Notes 10,
24 and 30)
6,114,211 59 3,538,267 63 18,539,344 60 6,626,196 61
GROSS PROFIT 4,265,943 41 2,066,302 37 12,527,979 40 4,172,670 39
OPERATING EXPENSES
(Notes 24 and 30)
Selling expenses
General and administrative
303,610 3 171,512 3 928,343 3 279,976 3
expenses
Research and development
695,405 7 641,043 12 2,198,501 7 902,153 8
expenses
Expected credit loss (gain)
2,446,721
3,366
23
-
1,312,348
4,306
23
-
7,266,349
21,563
23
-
2,699,340
6,765
25
-
Total operating expenses 3,449,102 33 2,129,209 38 10,414,756 33 3,888,234 36
PROFIT (LOSS) FROM
OPERATIONS
816,841 8 (62,907) (1) 2,113,223 7 284,436 3
NON-OPERATING INCOME
AND EXPENSES (Note 30)
Finance costs
Interest income
(9,856)
5,595
-
-
(22,242)
4,238
-
-
(60,925)
24,439
-
-
(33,567)
18,552
-
-
Dividend income
Gain on the bargain purchase
5,845
-
-
-
52
218,968
-
4
67,845
-
-
-
67,746
218,968
1
2
Other gains and losses
Gains (losses) on disposal of
property, plant and
15,927 - 35,082 1 79,657 - 43,574 -
equipment
Gains (losses) on disposal of
376 - 10,028 - 125,564 1 10,057 -
intangible assets
Foreign exchange gains (losses)
(4,803)
5,683
-
-
-
18,146
-
-
(4,803)
(28,010)
-
-
-
14,833
-
-
Gains (losses) on financial
assets at fair value through
profit or loss (1,957) - 7,432 - 13,217 - 3,921 -
Total non-operating
income and expenses
16,810 - 271,704 5 216,984 1 344,084 3
PROFIT BEFORE INCOME
TAX
833,651 8 208,797 4 2,330,207 8 628,520 6
INCOME TAX EXPENSE
(Notes 4 and 23)
(191,388) (2) (89,460) (2) (478,155) (2) (165,292) (2)
NET PROFIT FOR THE
PERIOD
642,263 6 119,337 2 1,852,052 6 463,228 4
(Continued)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

For the Three Months Ended September 30 For the Nine Months Ended September 30
2021 2020 2021
Amount % Amount % Amount % Amount %
OTHER COMPREHENSIVE
INCOME (LOSS) (Note 21)
Items that will not be
reclassified subsequently to
profit or loss:
Unrealized gains (losses) on
investments in equity
instruments at fair value
through other
comprehensive income
Items that may be reclassified
subsequently to profit or
loss:
Exchange differences on
translation of the financial
statements of foreign
operations
\$
40,906
(76,174)
1
(1)
\$
(15,824)
(98,660)
-
(2)
\$
806,980
(697,697)
2
(2)
\$
(61,242)
(116,725)
-
(1)
Other comprehensive
income (loss) for the
period, net of income
tax
(35,268) - (114,484) (2) 109,283 - (177,967) (1)
TOTAL COMPREHENSIVE
INCOME (LOSS) FOR THE
PEROID
\$
606,995
6 \$
4,853
- \$
1,961,335
6 \$
285,261
3
EARNINGS PER SHARE
(Note 26)
From continuing operations
Basic
Diluted
\$
1.56
\$
1.53
\$
0.41
\$
0.37
\$
4.63
\$
4.41
\$
1.61
\$
1.52

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

Equity Attributable to Owners of the Company

Other Equity
Exchange
Differences on
Translation of
Financial
Foreign
Operations
Unrealized Gains
(Losses) on
Financial Assets
at Fair Value
Comprehensive
Income
Total Equity
Certificates of Retained Earnings Financial
at Fair Value
Statements of
Through Other
Ordinary Share Bond-to-stock
Conversion
Capital Surplus Legal Reserve Unappropriated
Earnings
Foreign
Operations
Comprehensive
Income
Total Equity
BALANCE AT JANUARY 1, 2020 \$ 2,875,544 \$
-
\$ 2,906,976 \$
541,722
\$
917,229
\$
(18,984)
\$
169,544
\$ 7,392,031
Net profit for the nine months ended September 30, 2020 - - - - 463,228 - - 463,228
Other comprehensive income (loss) for the nine months ended September 30, 2020, net of income tax - - - - - (116,725) (61,242) (177,967)
Total comprehensive income (loss) for the nine months ended September 30, 2020 - - - - 463,228 (116,725) (61,242) 285,261
Convertible bonds converted to ordinary shares (Note 16) - 84,072 242,650 - - - - 326,722
Appropriation of 2019 earnings (Note 21)
Legal reserve
Cash dividends
-
-
-
-
-
-
55,183
-
(55,183)
(345,065)
-
-
-
-
-
(345,065)
BALANCE AT SEPTEMBER 30, 2020 \$ 2,875,544 \$
84,072
\$ 3,149,626 \$
596,905
\$
980,209
\$
(135,709)
\$
108,302
\$ 7,658,949
BALANCE AT JANUARY 1, 2021 \$ 3,759,616 \$
124,320
\$ 5,796,731 \$
596,905
\$ 1,103,083 \$
(128,352)
\$
269,065
\$ 11,521,368
Net profit for the nine months ended September 30, 2021 - - - - 1,852,052 - - 1,852,052
Other comprehensive income (loss) for the nine months ended September 30, 2021, net of income tax - - - - - (697,697) 806,980 109,283
Total comprehensive income (loss) for the nine months ended September 30, 2021 - - - - 1,852,052 (697,697) 806,980 1,961,335
Convertible bonds converted to ordinary shares (Note 16) 340,811 (52,646) 813,216 - - - - 1,101,381
Dividends from claims extinguished by prescriptions - - 10 - - - - 10
Disposal of investments in equity instruments designated at fair value through other comprehensive
income (Notes 11 and 21)
- - - - 138,095 - (138,095) -
Appropriation of 2020 earnings (Note 21)
Legal reserve
Cash dividends
-
-
-
-
-
-
58,610
-
(58,610)
(311,733)
-
-
-
-
-
(311,733)
BALANCE AT SEPTEMBER 30, 2021 \$ 4,100,427 \$
71,674
\$ 6,609,957 \$
655,515
\$ 2,722,887 \$
(826,049)
\$
937,950
\$ 14,272,361

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

For the Nine Months Ended
September
30
2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax \$
2,330,207
\$
628,520
Adjustments for:
Depreciation expense 823,785 313,297
Amortization expense 174,731 121,154
Finance costs 60,925 33,567
Expected credit loss (gain) recognized on accounts receivable 21,563 6,765
Interest income (24,439) (18,552)
Dividend income (67,845) (67,746)
Losses (gains) on disposal of intangible assets 4,803 -
(Gains) losses on disposal of property, plant and equipment (125,564) (10,057)
Gain on the bargain purchase - (218,968)
Other income - (5)
Changes in operating assets and liabilities
(Increase) decrease in financial assets at fair value through profit
or loss (3,801) (1,556)
(Increase) decrease in notes and accounts receivable 58,641 219,840
(Increase) decrease in accounts receivable from related parties (607,989) 17,441
(Increase) decrease in other receivables 304,623 (71,782)
(Increase) decrease in inventories (526,336) (39,799)
(Increase) decrease in other current assets (44,531) 24,919
(Increase) decrease in other non-current assets (4,129) 707
Increase (decrease) in notes payable (146,324) (79,186)
Increase (decrease) in accounts payable 103,441 64,479
Increase (decrease) in accounts payable to related parties (255,588) (673,873)
Increase (decrease) in other payables 276,556 397,625
Increase (decrease) in provisions (316,438) 3,632
Increase (decrease) in other current liabilities 138,694 52,109
Increase (decrease) in net defined benefit liabilities 4,037 (6,297)
Increase (decrease) in other non-current liabilities 8,145 12,580
Cash flows generated from (used in) operations 2,187,167 708,814
Income tax paid (269,730) (29,110)
Interest received 20,478 24,761
Interest paid (56,911) (16,443)
Dividend received 67,845 67,746
Net cash flows generated from (used in) operating activities 1,948,849 755,768
(Continued)

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

For the Nine Months Ended
September
30
2021 2020
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of intangible assets \$
(194,574)
\$
(336,731)
Proceeds from disposal of financial assets at fair value through other
comprehensive income
235,166 -
Proceeds from capital reduction of financial assets at fair value through
other comprehensive income 4,500 2,250
Acquisition of subsidiaries (Note 27) (77,934) (6,928,207)
Acquisition of property, plant and equipment (366,196) (286,092)
Proceeds from disposal of property, plant and equipment 888,990 14,380
(Increase) decrease in refundable deposits 529,376 (10,977)
Decrease (increase) in other receivables -
time deposits
3,188 146,046
Net cash flows generated from (used in) investing activities 1,022,516 (7,399,331)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings 452,550 1,291,112
Repayment of short-term borrowings (2,169,009) -
Proceeds from long-term borrowings - 2,800,000
Proceeds from issuance of bond payables - 1,998,428
Proceeds from guarantee deposits received 185,623 14,445
Repayment of the principal portion of lease liabilities (216,226) (104,484)
Dividends paid (311,733) (345,065)
Net cash flows generated from (used in) financing activities (2,058,795) 5,654,436
EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES
(424,432) (55,908)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
488,138 (1,045,035)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 5,881,733 4,859,223
CASH AND CASH EQUIVALENTS, END OF THE PERIOD \$
6,369,871
\$
3,814,188

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)

1. GENERAL INFORMATION

Nuvoton Technology Corporation (the "Company") was incorporated in the Republic of China ("ROC") in April 2008 and commenced business in July 2008. The Company is engaged mainly in the research, design, development, manufacture, and sale of logic integrated circuits ("ICs") and the manufacturing, testing and OEM of 6-inch wafers.

For the specialization and division of labor and the reinforcement of core competitive ability, the Company's parent company, Winbond Electronics Corporation (WEC), spun off its Logic IC business into the Company on July 1, 2008 in accordance with the Business Mergers and Acquisitions Act. WEC held approximately 52%, 55% and 60% of the ownership interest in the Company as of September 30, 2021, December 31, 2020 and September 30, 2020, respectively.

The Company's shares have been listed on the Taiwan Stock Exchange since September 27, 2010.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company's Board of Directors and authorized for issue on November 3, 2021.

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

a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financing Reporting Interpretation Committee (IFRIC), and SIC Interpretations (SIC) (collectively, the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group's accounting policies.

b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2022

New IFRSs Effective Date
Announced by IASB
"Annual Improvements to IFRS Standards 2018-2020" January 1, 2022 (Note 1)
Amendments to IFRS 3 "Reference to the Conceptual Framework" January 1, 2022 (Note 2)
Amendments to IAS 16 "Property, Plant and Equipment
-
Proceeds
January 1, 2022 (Note 3)
before Intended Use"
Amendments to IAS 37 "Onerous Contracts -
Cost of Fulfilling a
January 1, 2022 (Note 4)
Contract"
  • Note 1: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 "Agriculture" will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 "First-time Adoptions of IFRSs" will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
  • Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
  • Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
  • Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

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

c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

New IFRSs Effective Date
Announced by IASB (Note 1)
Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets To be determined by IASB
between An Investor and Its Associate or Joint Venture"
IFRS 17 "Insurance Contracts" January 1, 2023
Amendments to IFRS 17"Insurance Contracts" January 1, 2023
Amendments to IAS 1 "Classification of Liabilities as Current or January 1, 2023
Non-current"
Amendments to IAS 1 "Disclosure of Accounting Policies" January 1, 2023 (Note 2)
Amendments to IAS 8 "Definition of Accounting Estimates" January 1, 2023 (Note 3)
Amendments to IAS 12 "Deferred Tax related to Assets and January 1, 2023 (Note 4)
Liabilities arising from a Single
Transaction"
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
  • Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
  • Note 3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
  • Note 4: Except that deferred taxes will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

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

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The interim consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 "Interim Financial Reporting" as endorsed and issued into effect by the FSC. The consolidated financial statements do not present all disclosures required for a complete set of annual consolidated financial statements under the IFRSs as endorsed and issued into effect by the FSC.

Basis of Preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets, that are measured at fair values. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

Subsidiary included in the consolidated financial statements:

Percentage of Ownership (%)
September 30, December 31, September 30,
Investor Investee Main Business 2021 2020 2020
The Company Nuvoton Electronics Technology (H.K.) Limited
("NTHK")
Sales of semiconductor 100 100 100
Marketplace Management Limited ("MML") Investment holding 100 100 100
Nuvoton Investment Holding Ltd. ("NIH") Investment holding 100 100 100
Song Yong Investment Corporation ("SYI") Investment holding 100 100 100
Nuvoton Technology India Private Limited
("NTIPL")
Design, sales and after-sales service of
semiconductor
100 100 100
Nuvoton Technology Corporation America
("NTCA")
Design, sales and after-sales service of
semiconductor
100 100 100
Nuvoton Technology Holdings Japan ("NTHJ")
(Note)
Investment holding 100 100 100
Nuvoton Technology Singapore Pte. Ltd
("NTSPL")
Design, sales and after-sales service of
semiconductor
100 100 100
Nuvoton Technology Korea Limited ("NTKR") Design, sales and after-sales service of
semiconductor
100 100 100
NTHK Nuvoton Electronics Technology (Shenzhen)
Limited ("NTSZ")
Computer software service (except I.C.
design), wholesale business for
computer, supplement and software
100 100 100
MML Goldbond LLC ("GLLC") Investment holding 100 100 100
GLLC Nuvoton Electronics Technology (Shanghai)
Limited ("NTSH")
Provides projects for sale in China and
repairing, testing and consulting of
software and leasing business
100 100 100
Winbond Electronics (Nanjing) Ltd. ("WENJ") Computer software service (except I.C.
design)
100 100 100
NTSH Song Zhi Electronics Technology (Suzhou)
("Song Zhi Suzhou")
Provide development of semiconductor
and technology, consult service and
equipment lease
100 - -
NIH Nuvoton Technology Israel Ltd. ("NTIL") Design and service of semiconductor 100 100 100
NTHJ Nuvoton Technology Corporation Japan
("NTCJ", formerly PSCS company) (Note)
Design, sales and after-sales service of
semiconductor
100 100 100
NTCJ Atfields Manufacturing Technology Corporation
("AMTC", formerly PIDE company) (Note)
Design and service of semiconductor 100 100 100
Miraxia Edge Technology Corporation
("METC", formerly PIDST company) (Note)
Design and service of semiconductor 100 100 100

Note: The Group acquired the semiconductor business of Panasonic Corporation on September 1, 2020 and held NTHJ, NTCJ (formerly "PSCS"), AMTC (formerly "PIDE"), and METC (formerly "PIDST") with 100% ownership, refer to Note 27 to the consolidated financial statements.

Retirement Benefits

Payments to defined contribution retirement benefit plans are recognized as expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost and net interest on the net defined benefit liabilities are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets excluding interest, is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities represent the actual deficit in the Group's defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one-off events.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period's pre-tax income the tax rate that would be applicable to expected total annual earnings.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, management is required to make judgments, estimations 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 Group considers the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates in cash flow projections, growth rate, discount rate, profitability, etc. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

6. CASH AND CASH EQUIVALENTS

September 30, December 31, September 30,
2021 2020 2020
Cash and deposits in banks
Repurchase agreements collateralized by bonds
\$
5,946,871
423,000
\$
4,898,733
983,000
\$
3,797,988
16,200
\$ \$ \$
6,369,871 5,881,733 3,814,188
  • a. Please refer to Note 31 to the consolidated financial statements for the amount of refundable deposits pledged to secure land leases, customs tariff obligations and borrowings.
  • b. The Group has time deposits which are not held for the purpose of meeting short-term cash commitments and are reclassified to "other receivables" as follows (Note 9):
September 30, December 31, September 30,
2021 2020 2020
Time deposits \$ \$ \$
194,301 197,489 301,679

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

September 30,
2021
December 31,
2020
September 30,
2020
Financial assets at FVTPL -
current
Forward exchange and cross-currency swap
contracts
Right of redemption of convertible bonds
\$
-
1,806
\$
1,806
\$
4,128
9,095
\$
13,223
\$
3,794
7,532
\$
11,326
Financial liabilities at FVTPL -
current
Forward exchange contracts \$
2,634
\$
3,191
\$
-

At the end of the reporting period, the outstanding foreign exchange forward and cross-currency swap contracts not treated under hedge accounting were as follows:

Currency Maturity Date Contract Amount
(In Thousands)
September 30, 2021
Sell forward exchange contracts USD/NTD 2021.10.01-2021.11.25 USD32,000/NTD888,572
December 31, 2020
Sell forward exchange contracts
Cross-currency swap contracts
USD/NTD
USD/NTD
2021.01.21-2021.02.25
2021.01.22
USD21,000/NTD594,889
USD16,000/NTD459,808
September 30, 2020
Sell forward exchange contracts
Cross-currency swap contracts
USD/NTD
USD/NTD
2020.10.08-2020.11.27
2020.11.27
USD24,000/NTD703,794
USD16,000/NTD464,000

The Group entered into foreign exchange forward and cross-currency swap contracts to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities. These foreign exchange forward and cross-currency swap contracts did not meet the criteria for hedge accounting, therefore, the Group did not apply hedge accounting treatment.

8. NOTES AND ACCOUNTS RECEIVABLE, NET

September 30, December 31, September 30,
2021 2020 2020
Notes receivable \$ \$ \$
- - -
Accounts receivable (including related parties)
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
4,820,838
(46,306)
4,271,490
(25,097)
4,136,652
(29,930)
\$ \$ \$
4,774,532 4,246,393 4,106,722

The average credit period of sales of goods was 30-60 days. No interest was charged on accounts receivable. The Group adopted a policy of only dealing with entities that are rated the equivalent of investment grade or higher and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group uses other publicly available financial information and its own trading records to rate its major customers. The Group's exposure and the credit ratings of its counterparties are continuously monitored. Credit exposure is controlled by counterparty limits that are reviewed and approved by the Group annually.

In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up actions are taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group's credit risk was significantly reduced.

The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all accounts receivable. The expected credit losses on accounts receivable are estimated using a provision matrix by reference to past default experience of the customer and the customer's current financial position, adjusted for economic conditions of the industry in which the customer operates, as well as the GDP forecast and industry outlooks. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group's different customer base.

The Group writes off accounts receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For accounts receivable that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of accounts receivable (including related parties) based on the Group's provision matrix.

September 30, 2021

Not Overdue Overdue under
30 Days
Overdue 31 to
90 Days
Overdue 91 to
180 Days
Over 180 Days Total
Expected credit loss rate 0.1%-2% 2% 10% 20% 50%
Gross carrying amount
Loss allowance (Lifetime ECL)
\$
4,789,649
(37,880)
\$
14,936
(299)
\$
-
-
\$
-
-
\$
16,253
(8,127)
\$
4,820,838
(46,306)
Amortized cost \$
4,751,769
\$
14,637
\$
-
\$
-
\$
8,126
\$
4,774,532

December 31, 2020

Not Overdue Overdue under
30 Days
Overdue 31 to
90 Days
Overdue 91 to
180 Days
Over 180 Days Total
Expected credit loss rate 0.1%-2% 2% 10% 20% 50%
Gross carrying amount
Loss allowance (Lifetime ECL)
\$
4,250,939
(21,694)
\$
3,931
(79)
\$
-
-
\$
16,620
(3,324)
\$
-
-
\$
4,271,490
(25,097)
Amortized cost \$
4,229,245
\$
3,852
\$
-
\$
13,296
\$
-
\$
4,246,393

September 30, 2020

Not Overdue Overdue under
30 Days
Overdue 31 to
90 Days
Overdue 91 to
180 Days
Over 180 Days Total
Expected credit loss rate 0.1%-2% 2% 10% 20% 50%
Gross carrying amount
Loss allowance (Lifetime ECL)
\$
4,116,054
(28,590)
\$ 9,001
(180)
\$
11,597
(1,160)
\$
-
-
\$
-
-
\$
4,136,652
(29,930)
Amortized cost \$
4,087,464
\$ 8,821 \$
10,437
\$
-
\$
-
\$
4,106,722

The movements of the loss allowance of notes and accounts receivable were as follows:

For the Nine Months Ended
September 30
2021 2020
Balance at January 1 \$
25,097
\$
22,566
Add: Acquired through business combinations - 806
Add: Net remeasurement of loss allowance 21,563 6,765
Foreign currency exchange gains and losses (354) (207)
Balance at September 30 \$
46,306
\$
29,930

The Group's provision for losses on accounts receivable was recognized on a collective basis.

Refer to Note 29 to the consolidated financial statements for details of the factoring agreements for accounts receivable.

9. OTHER RECEIVABLES

September 30,
2021
December 31,
2020
September 30,
2020
Time deposits (Note 6) \$ 194,301 \$ 197,489 \$ 301,679
Technical service receivable 137,975 175,667 181,891
Royalty receivable 116,893 425,453 334,783
Business tax refund receivable 58,396 165,647 315,593
Prepayment for pension - - 286,411
Receivables for acquisition price adjustment - 520,890 520,890
Others 387,397 224,905 324,615
\$ 894,962 \$ 1,710,051 \$ 2,265,862

10. INVENTORIES

September 30, December 31, September 30,
2021 2020 2020
Raw materials and supplies \$ \$ \$
308,336 301,764 270,885
Work in process 4,455,770 4,008,947 3,872,794
Finished goods 2,001,900 1,934,294 2,113,880
Inventory in transit 10,461 5,126 -
\$ \$ \$
6,776,467 6,250,131 6,257,559

The operating cost for the three months ended September 30, 2021 and 2020, and the nine months ended September 30, 2021 and 2020 were NT\$6,114,211 thousand, NT\$3,538,267 thousand, NT\$18,539,344 thousand and NT\$6,626,196 thousand, respectively. The inventory write-downs, obsolescence and abandonment of inventories for the three months ended September 30, 2021 and 2020, and the nine months ended September 30, 2021 and 2020 were NT\$(38,896) thousand, NT\$(21,839) thousand, NT\$14,490 thousand and NT\$(108,691) thousand, respectively.

11. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in equity instruments at FVTOCI:

September 30,
2021
December 31,
2020
September 30,
2020
Listed shares and emerging market shares
Nyquest Technology Co., Ltd. \$ 245,025 \$ 80,685 \$ 56,843
Brightek Optoelectronic Co., Ltd. 1,767 894 801
Tower Semiconductor Ltd. - 232,110 469,902
Unlisted shares
United Industrial Gases Co., Ltd. 422,400 396,000 422,400
Yu-Ji Venture Capital Co., Ltd. 10,193 14,479 11,992
Autotalks Ltd. -
Preferred E. Share
557,000 569,600 582,000
Tower Partners Semiconductor Co., Ltd.
("TPSCo.") 1,250,726 512,812 450,882
Symetrix Corporation -
Preferred A. Share
- - -
\$ 2,487,111 \$ 1,806,580 \$ 1,994,820

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management decided to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the Group's strategy of holding these investments for long-term purposes.

In January, 2021, the Group sold remaining of its shares in Tower Semiconductor Ltd. in order to manage credit concentration risk. The shares sold had a fair value of NT\$235,166 thousand. Their related unrealized valuation gain of NT\$138,095 thousand was transferred from other equity to retained earnings. Refer to Note 21 to the consolidated financial statements for related information.

The Group recognized dividend income NT\$5,845 thousand, NT\$52 thousand, NT\$67,845 thousand and NT\$67,746 thousand for the three months ended and nine months ended September 30, 2021 and 2020, respectively.

In September, 2020, the Company acquired the Preferred A Share of the Symetrix Corporation through the combination of Panasonic semiconductor business. The entitled rights of the Preferred A Share were as follows:

  • a. Each Preferred A Shares grants its holder a number of votes equal to the number of votes per Ordinary Share.
  • b. In the event of liquidation, the Preferred A Shares shall be prior to Ordinary Shares.
  • c. The investor shall have the right to nominate board directors.
  • d. The conversion rights (Each Preferred A share converts ten Ordinary Shares).

12. PROPERTY, PLANT AND EQUIPMENT

September 30,
2021
December 31,
2020
September 30,
2020
Land \$
1,985,907
\$
2,203,639
\$
2,198,056
Buildings 2,034,447 2,374,032 2,450,355
Machinery and equipment 1,119,578 1,574,487 1,485,772
Other equipment 234,786 256,600 298,994
Construction in progress and prepayments for
purchase of equipment
118,793 138,349 126,779
\$
5,493,511
\$
6,547,107
\$
6,559,956
Cost Land Buildings Machinery and
Equipment
Other
Equipment
Construction in
Progress and
Prepayments
for Purchase of
Equipment
Total
Balance at January 1,
2021 \$
2,203,639
\$ 23,437,689 \$ 63,250,171 \$
3,831,256
\$
172,820
\$ 92,895,575
Additions - 19,106 137,375 141,360 59,775 357,616
Business combinations -
subsequent adjustment
of fair value - - 437,628 - - 437,628
Disposals - (8,297) (1,077,574) (87,660) - (1,173,531)
Reclassified
Effects of foreign
currency exchange
- 824 85,824 11,078 (97,726) -
differences (217,732) (1,950,455) (5,057,297) (354,444) (16,076) (7,596,004)
Balance at September 30,
2021
1,985,907 21,498,867 57,776,127 3,541,590 118,793 84,921,284
Accumulated depreciation
and impairment
Balance at January 1,
2021 - 21,063,657 61,675,684 3,574,656 34,471 86,348,468
Disposals - (8,272) (330,885) (70,948) - (410,105)
Depreciation expense - 149,572 266,618 127,639 - 543,829
Reclassified
Effects of foreign
- 79 31,168 428 (31,675) -
currency exchange
differences - (1,740,616) (4,986,036) (324,971) (2,796) (7,054,419)
Balance at September 30,
2021
- 19,464,420 56,656,549 3,306,804 - 79,427,773
Carrying amounts at
September 30, 2021 \$
1,985,907
\$
2,034,447
\$
1,119,578
\$
234,786
\$
118,793
\$
5,493,511
(Continued)
Land Buildings Machinery and
Equipment
Other
Equipment
Construction in
Progress and
Prepayments
for Purchase of
Equipment
Total
Cost
Balance at January 1,
2020
Additions
\$
-
-
\$
3,662,145
37,939
\$ 11,557,247
100,681
\$
405,918
26,511
\$
1,416
94,805
\$ 15,626,726
259,936
Acquired through
business combinations
Disposals
2,223,578
-
19,948,652
(7,669)
52,749,498
(287,687)
3,592,196
(34,579)
110,089
-
78,624,013
(329,935)
Reclassified
Effects of foreign
currency exchange
differences
-
(25,522)
3,388
(228,999)
39,775
(606,392)
209
(45,618)
(43,372)
(1,682)
-
(908,213)
Balance at September 30,
2020
2,198,056 23,415,456 63,553,122 3,944,637 161,256 93,272,527
Accumulated depreciation
and impairment
Balance at January 1,
2020 - 3,472,390 11,092,214 301,801 - 14,866,405
Disposals
Depreciation expense
Acquired through
-
-
(7,669)
35,955
(285,847)
121,524
(32,096)
33,468
-
-
(325,612)
190,947
business combinations
Reclassified
Effects of foreign
-
-
17,667,303
-
51,732,718
1,294
3,384,282
-
36,176
(1,294)
72,820,479
-
currency exchange
differences
- (202,878) (594,553) (41,812) (405) (839,648)
Balance at September 30,
2020
- 20,965,101 62,067,350 3,645,643 34,477 86,712,571
Carrying amounts at
September 30, 2020
\$
2,198,056
\$
2,450,355
\$
1,485,772
\$
298,994
\$
126,779
\$
6,559,956
(Concluded)

Please refer to Note 31 to the consolidated financial statements for the amount of property, plant and equipment pledged as collateral for bank borrowings.

13. LEASE ARRANGEMENTS

a. Right-of-use assets

September 30, December 31, September 30,
2021 2020 2020
Carrying amounts
Land
Buildings
Machinery and equipment
Other equipment
\$
179,752
249,464
797,489
23,599
\$
198,547
326,004
940,671
33,666
\$
207,635
336,987
956,753
37,720
\$ \$ \$
1,250,304 1,498,888 1,539,095
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021 2020 2021 2020
Additions to right-of-use assets
Acquired through business
\$
-
\$
53,972
\$
12,514
\$
66,364
combinations \$
-
\$
997,787
\$
-
\$
997,787
Depreciation for right-of-use
assets
Land
Buildings
Machinery and equipment
Other equipment
\$
6,265
25,447
16,957
4,804
\$
6,315
22,515
6,231
5,123
\$
18,795
76,922
52,165
14,240
\$
18,946
65,833
6,231
14,239
\$
53,473
\$
40,184
\$
162,122
\$
105,249
Income from the subleasing of
right-of-use assets (presented
in other income)
\$
1,877
\$
1,427
\$
5,582
\$
5,281
b.
Lease liabilities
September 30,
2021
December 31,
2020
September 30,
2020
Carrying amounts
Current
Non-current
\$
255,053
\$
1,186,860
\$
300,067
\$
1,474,041
\$
302,352
\$
1,535,304

Range of discount rate for lease liabilities was as follows:

September 30,
2021
December 31,
2020
September 30,
2020
Land 1.76%-2.06% 1.76%-2.06% 1.76%-2.06%
Buildings 0.33%-3.75% 0.33%-3.75% 0.33%-3.75%
Machinery and equipment 0.26%-0.80% 0.33%-0.80% 0.24%-0.80%
Other equipment 0.26%-3.61% 0.26%-3.61% 0.33%-3.61%

For the three months ended September 30, 2021 and 2020 and the nine months ended September 30, 2021 and 2020, the interest expense under lease liabilities amounted to NT\$4,047 thousand, NT\$3,535 thousand, NT\$12,981 thousand and NT\$9,067 thousand, respectively.

c. Material lease-in activities and terms

The Group leases low-voltage protection equipment from others in Japan, and the lease term will expire in 2021 to 2035 years.

The Group leased parcels of land from Science Park Administration, and the lease term will expire in December 2027, which can be extended after the expiration of the lease periods.

The Group leased parcels of land from Taiwan Sugar Corporation under a twenty-year term from October 2014 to September 2034, which is allowed to extend after the expiration of lease. The chairman of the Company, is a joint guarantor of such lease (refer to Note 30 to the consolidated financial statements).

The Group leased some of the offices in the United States, China, Israel, India, Korea and Taiwan, and the lease terms will expire between 2021 and 2026 which can be extended after the expiration of the lease periods.

d. Subleases

The Group subleases its right-of-use assets for buildings under operating leases with lease terms between 1 and 5 years.

The maturity analysis of lease payments receivable under operating subleases is as follows:

September 30,
2021
December 31,
2020
September 30,
2020
Year 1 \$
6,825
\$ 6,816 \$ 6,848
Year 2 3,050 5,041 6,398
Year 3 519 1,224 1,632
Year 4 - - -
Year 5 - - -
Year 6 onwards - - -
\$
10,394
\$ 13,081 \$ 14,878

To reduce the residual asset risk related to the subleased asset at the end of the relevant sublease, the lease contract between the Group and the lessee includes the receipt of the deposits and the compensation for damage due to the lack of management and maintenance.

e. Other lease information

For the Three Months Ended
September 30
September 30 For the Nine Months Ended
2021 2020 2021 2020
Expenses relating to short-term
leases \$
64,938
\$
37,046
\$
176,306
\$
39,841
Total cash outflow for leases \$
(138,084)
\$
(85,241)
\$
(405,570)
\$
(152,497)

The Group leases certain buildings and transportation equipment which qualify as short-term leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease labilities for these leases.

Lease-out arrangements under operating leases for investment properties are set out in Note 14 to the consolidated financial statements.

14. INVESTMENT PROPERTIES

September 30, December 31, September 30,
2021 2020 2020
Investment properties, net \$ \$ \$
2,112,852 2,466,667 2,501,693

The Group acquired investment properties through business combinations in Niigata and Toyama, Japan on September 1, 2020. The fair value of investment properties was NT\$2,503,591 thousand on the purchase price allocation report. The Group's management team evaluated the fair value of investment properties and determined that the fair value of the investment properties had not changed significantly, compared to the fair value of the investment properties as of September 30, 2021.

The remaining investment properties are located in Shenzhen, China. As of December 31, 2020 and 2019, the fair value of such investment properties was both approximately NT\$200,000 thousand, which used as reference the neighboring area transactions. The Group's management team evaluated the fair value of investment properties and determined that the fair value of the investment properties had not changed significantly, compared to the fair value of the investment properties as of September 30, 2021 and 2020.

September 30
2021 2020
Cost
Balance at January 1 \$
9,090,968
\$
98,511
Acquired through business combinations - 9,072,159
Disposals (1,176) -
Effects of foreign currency exchange differences (889,937) (104,952)
Balance at September 30 8,199,855 9,065,718
Accumulated depreciation and impairment
Balance at January 1 6,624,301 54,304
Acquired through business combinations - 6,568,568
Disposals (1,176) -
Depreciation expense 117,834 17,101
Effects of foreign currency exchange differences (653,956) (75,948)
Balance at September 30 6,087,003 6,564,025
Carrying amount at September 30 \$
2,112,852
\$
2,501,693

The investment properties were leased out for 3 to 12 years. The lease contracts contain market review clauses in the event that the lessees exercise their options to extend. The lessees do not have bargain purchase options to acquire the investment properties at the expiry of the lease periods.

The maturity analysis of lease payments receivable under operating leases of investment properties was as follows:

September 30,
2021
September 30,
2020
Year 1 \$
203,997
\$ 265,390 \$ 266,560
Year 2 160,605 203,485 226,271
Year 3 160,605 178,214 179,181
Year 4 160,605 159,218 179,181
Year 5 160,605 102,231 179,181
Year 6 onwards 883,328 741,175 -
\$
1,729,745
\$ 1,649,713 \$ 1,030,374

To reduce the residual asset risk related to the subleased asset at the end of the relevant sublease, the lease contract between the Group and the lessee includes the receipt of the deposits and the compensation for damage due to the lack of management and maintenance.

Please refer to Note 31 to the consolidated financial statements for the amount of investment properties pledged as collateral for bank borrowings.

15. INTANGIBLE ASSETS

September 30,
2021
December 31,
2020
September 30,
2020
Deferred technical assets
Other intangible assets
\$
604,911
299,300
\$
537,497
265,194
\$
561,884
138,809
\$
904,211
\$
802,691
\$
700,693
Deferred
Technical
Assets
Other
Intangible
Assets
Total
Cost
Balance at January 1, 2021
Additions
Disposals
Effects of foreign currency exchange differences
Balance at September 30, 2021
\$
1,640,243
210,786
(5,591)
(4,399)
1,841,039
\$
1,360,969
91,535
-
(126,948)
\$
1,325,556
\$
3,001,212
302,321
(5,591)
(131,347)
3,166,595
Accumulated amortization and impairment
Balance at January 1, 2021
Amortization expense
Disposals
Effects of foreign currency exchange differences
Balance at September 30, 2021
1,102,746
136,660
(788)
(2,490)
1,236,128
1,095,775
38,071
-
(107,590)
1,026,256
2,198,521
174,731
(788)
(110,080)
2,262,384
Carrying amounts at September 30, 2021 \$
604,911
\$
299,300
\$
904,211
Cost
Balance at January 1, 2020
Additions
Acquired through business combinations
Disposals
Effects of foreign currency exchange differences
Balance at September 30, 2020
\$
1,202,455
415,625
-
-
(4,243)
1,613,837
\$
3,426
64,905
1,200,865
(2,972)
(14,094)
\$
1,252,130
\$
1,205,881
480,530
1,200,865
(2,972)
(18,337)
2,865,967
Accumulated amortization and impairment
Balance at January 1, 2020
Amortization expense
Acquired through business combinations
Disposals
Effects of foreign currency exchange differences
Balance at September 30, 2020
941,618
112,865
-
-
(2,530)
1,051,953
3,033
8,289
1,117,819
(2,972)
(12,848)
1,113,321
944,651
121,154
1,117,819
(2,972)
(15,378)
2,165,274
Carrying amounts at September 30, 2020 \$
561,884
\$
138,809
\$
700,693

16. BONDS PAYABLE

September 30, December 31, September 30,
2021 2020 2020
Unsecured domestic convertible bonds \$ \$ \$
98,901 1,207,820 1,684,222

In May 2020, the Company issued 20 thousand units, NT\$100,000 per unit, 0% NTD-denominated unsecured convertible bonds in Taiwan, with an aggregate principal amount of NT\$2,000,000 thousand. The terms of issuance, amounts and interest rate as follows:

  • a. The conversion price was set at NT\$39.9 per share at the time of issuance. When meeting certain criteria, adjustments on the conversion price are made in accordance with the terms and conditions. Since the Company distributed cash dividends in August 2021, the conversion price should be adjusted according to issuance and conversion measures, the conversion price was adjusted to NT\$38 since August 22, 2021.
  • b. After the first three months of the issuance and forty days before the maturity date, if the closing price of the Company's common shares listed on the Taiwan Stock Exchange exceeds or equals 30% of the conversion price or the outstanding balance of the bonds is less than 10% in principal amount of the bonds originally outstanding for thirty consecutive business days, the Company may redeem the bonds in cash at the principal amount.
  • c. After the bonds has been issued for over five years, the bondholders may request the Company to redeem the bonds at 106.41% of the principal amount (annual rate of return 1.25%). The right of the redemption was recognized as financial instruments at fair value through profit or loss - current. The fair value was NT\$1,806 thousand, NT\$9,095 thousand and NT\$7,532 thousand on September 30, 2021, December 31, 2020 and September 30, 2020, respectively.
  • d. Except for the bonds that have been redeemed, sold back, converted, or bought back by the Company in the market, the principal will be repaid in cash upon maturity at a rate of 109.09% (annual rate of return 1.25% upon maturity).

The effective interest rate of the convertible bonds liability component was 1.22% per annum on initial recognition.

Proceeds from issuance (less transaction costs of \$6,426 thousand) \$
1,998,428
The right of redemption 5,200
Liability component at the date of issue 2,003,628
Convertible bonds converted into ordinary shares (1,925,558)
Interest charged at an effective interest rate of 1.22% 20,831
Liability component at September 30, 2021 \$
98,901

17. BORROWINGS

a. Short-term borrowings

September 30, 2021 December 31, 2020 September 30, 2020
Interest
Rate
Amount Interest
Rate
Amount Interest
Rate
Amount
Secured borrowings
Bank of Taiwan (Note 31)
Chinatrust Commercial
- \$ - 4.35% \$
1,544,910
4.35% \$
1,291,112
Bank Co., Ltd. (Note 30) 1.29% 74,700 1.29% 276,300 - -
\$ 74,700 \$
1,821,210
\$
1,291,112

The short-term borrowings of Chinatrust Commercial Bank Co., Ltd. are secured and guaranteed by the parent company (refer to Note 30 to the consolidated financial statements).

b. Long-term borrowings

Period Interest
Rate
September 30,
2021
December 31,
2020
September 30,
2020
Unsecured borrowings
The Export-Import
Bank of ROC
2019.09.20-
2026.09.21
0.92% \$
500,000
\$
500,000
\$
500,000
The Export-Import
Bank of ROC
2020.08.25-
2027.08.25
0.92% 1,000,000 1,000,000 1,000,000
Chinatrust Commercial
Bank Co., Ltd.
2020.08.24-
2022.08.24
1.58% - - 800,000
Bank of Taiwan 2020.08.24-
2023.08.24
1.42% - - 1,000,000
\$
1,500,000
\$
1,500,000
\$
3,300,000

According to the contract, the long-term borrowings of Chinatrust Commercial Bank Co., Ltd. shall maintain a specific financial ratio (current ratio, debt ratio) and net tangible value shall not be less than a specific amount during the every half year. The calculation of the foregoing financial standards is based on the consolidated financial report audited (reviewed) by public accountants.

The proceeds of the Group's unsecured loan was invested in Autotalks Ltd and acquired Panasonic's semiconductor business in Japan.

To repay outstanding debt and enhance mid-term working capital, NTCJ entered into a JPY30 billion syndicated loan agreement with banks on May 17, 2021, which include Chinatrust Commercial Bank Co., Ltd. and other banks. Pursuant to the loan contract, the Company should directly or indirectly hold at least 100% of the issued shares or capital and maintain control over the operation of NTCJ, and NTCJ must maintain the financial debt ratio not to be lower than certain ratio during the loan period. The aforementioned financial ratio is calculated based on the audited consolidated financial statements.

Please refer to Note 31 to the consolidated financial statements for the collateral of the syndicated loan.

18. OTHER PAYABLES

September 30,
2021
December 31,
2020
September 30,
2020
Payable for salaries or employee benefits \$
1,511,590
\$
1,035,436
\$
1,278,296
Payable for royalties 474,185 421,639 391,379
Payable for investment 265,525 242,960 242,960
Payable for utilities 222,037 172,638 176,485
Payable for maintenance 189,395 199,508 191,678
Payable for service 150,026 169,828 96,208
Payable for purchase of equipment 122,697 131,281 241,859
Payable for professional service 38,536 1,976 242,699
Payable for software 15,901 320,223 290,138
Others 1,430,042 1,312,785 1,215,580
\$
4,419,934
\$
4,008,274
\$
4,367,282

19. PROVISIONS

September 30,
2021
December 31,
2020
September 30,
2020
Current
Decommissioning costs
Employee benefits
\$
551,784
-
\$
612,281
316,438
\$
610,730
316,438
\$
551,784
\$
928,719
\$
927,168
Non-current
Employee benefits
Decommissioning costs
Warranties
\$
1,591,359
676,782
554,075
\$
1,765,833
750,983
603,652
\$
1,761,359
749,081
602,380
\$
2,822,216
\$
3,120,468
\$
3,112,820

The Group acquired Panasonic's semiconductor business in September 2020. Some fabs will be closed due to low capacity utilization, decommissioning costs and labor costs were accounted separately for decommissioning liabilities and employee benefit provision.

20. RETIREMENT BENEFIT PLANS

Employee benefit expense in respect of the Company's defined benefit retirement plans was calculated using the actuarially determined pension cost discount rate as of December 31, 2020 and 2019, and recognized NT\$10,988 thousand, NT\$10,071 thousand, NT\$31,578 thousand and NT\$29,712 thousand for the three months ended and nine months ended September 30, 2021 and 2020, respectively.

21. EQUITY

a. Share capital

Ordinary shares

September 30, December 31, September 30,
2021 2020 2020
Shares authorized (in thousands of shares) 500,000 500,000 500,000
Shares authorized \$ \$ \$
5,000,000 5,000,000 5,000,000
Shares issued and fully paid (in thousands of
shares) 410,043 375,962 287,554
Shares issued and fully paid \$ \$ \$
4,100,427 3,759,616 2,875,544
Par value (in New Taiwan dollars) \$ \$ \$
10 10 10

On August 21, 2020, the Company's Board of Directors resolved to issue 80,000 thousand ordinary shares with a par value of NT\$10 to repay bank loans and enhance working capital. On September 25, 2020, the resolution was approved by the FSC. The consideration of NT\$38 per share was determined by the chairman which was authorized by the Board of Directors of the Company, the subscription base date was December 10, 2020. The associated issuance cost of NT\$8,832 thousand was deducted from capital surplus - additional paid-in capital.

For the nine months ended September 30, 2021, the Company has issued 28,816 thousand shares of ordinary shares due to the conversion of unsecured convertible bonds, the registration of 7,167 thousand ordinary shares issuance has not been completed as of September 30, 2021.

As of September 30, 2021, December 31, 2020 and September 30, 2020, the balance of the Company's capital account amounted to NT\$4,100,427 thousand, NT\$3,759,616 thousand and NT\$2,875,544 thousand, divided into 410,043 thousand ordinary shares, 375,962 thousand ordinary shares and 287,554 thousand ordinary shares with a par value of NT\$10.

b. Capital surplus

September 30,
2021
December 31,
2020
September 30,
2020
May be used to offset a deficit,
distributed as cash dividends, or
transferred
to share capital*
Additional paid-in capital
Conversion of bonds
\$
5,088,159
1,409,563
\$
5,088,159
596,347
\$
2,856,991
242,650
May only be used to offset a deficit
Cash capital increase reserved for employee
share options
Overdue dividends unclaimed
112,160
62
112,160
52
49,920
52
May not be used for any purpose
Employee share options 13 13 13
\$
6,609,957
\$
5,796,731
3,149,626
\$
  • * Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company's capital surplus and to once a year).
  • c. Retained earnings and dividends policy

The shareholders held their regular meeting on May 29, 2020 and resolved the amendments to the Company's dividend distribution policy in the Company's Articles of Incorporation (the "Articles"). Under the dividends policy as set forth in the amended Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company's Board of Directors as the basis for proposing a distribution plan, which should be resolved in the shareholders' meeting for the distribution of dividends and bonuses to shareholders. The Board of Directors shall be authorized to distribute the profit, the legal reserve, and the capital plus in cash upon resolution by a majority vote at a board meeting attended by two-thirds or more of the directors, and shall report the same to the shareholders' meeting. In principle, not less than 10% of the total shareholders' bonus shall be distributed in the form of cash. For the policies on the distribution of employees' compensation and remuneration of directors, refer to employees' compensation and remuneration of directors in Note 24 to the consolidated financial statements.

Appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company's paid-in capital. The legal reserve may be used to offset deficits. 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.

The dividends per share for 2020 and 2019 had been resolved by the Company's Board of Directors on March 16, 2021 and March 12, 2020, respectively. The number of ordinary shares outstanding and dividends per share for 2020 were affected by convertible bonds converted to ordinary shares. The appropriation of earnings for 2020 and 2019 were approved in the shareholders' meetings on August 20, 2021 and May 29, 2020, respectively, were as follows:

Appropriation of Earnings
For Year
2020
For Year
2019
For Year
2020
(NT\$)
For Year
2019
Legal reserve
Cash dividends
\$
58,610
311,733
\$
55,183
345,065
\$0.76 \$1.20
\$
370,343
\$
400,248

d. Other equity items

1) The exchange differences arising on translation of foreign operations' net assets from its functional currency to the Group's presentation currency (New Taiwan dollar) are recognized directly in other comprehensive income. For the three months ended September 30, 2021 and 2020 and the nine months ended September 30, 2021 and 2020, other comprehensive loss was NT\$76,174 thousand, NT\$98,660 thousand, NT\$697,697 thousand and NT\$116,725 thousand, respectively.

2) Unrealized valuation gains (losses) on financial assets at FVTOCI

September 30 For the Nine Months Ended
2021 2020
Balance at January 1
Recognized for the period
Cumulative unrealized gains (losses) of equity instruments
\$
269,065
806,980
\$
169,544
(61,242)
transferred to retained earnings due to disposal (138,095) -
Balance at September 30 \$
937,950
\$
108,302

Unrealized gains (losses) on financial assets at FVTOCI represents the cumulative gains or losses arising from the fair value measurement on financial assets at FVTOCI that are recognized in other comprehensive income. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

22. REVENUE

Refer to Note 35 to the consolidated financial statements for the Group's revenue.

23. INCOME TAXES RELATING TO CONTINUING OPERATIONS

a. Income tax recognized in profit or loss

Major components of income tax expense are as follows:

September 30 For the Three Months Ended For the Nine Months Ended
September 30
2021 2020 2021 2020
Current tax
In respect of the current year \$
166,398
\$
78,617
\$
453,048
\$
176,148
Adjustment for prior years'
tax
- (172) (189) (11,417)
Deferred tax
In respect of the current year 24,990 11,015 25,296 561
Income tax expense recognized
in profit or loss
\$
191,388
\$
89,460
\$
478,155
\$
165,292

b. Income tax assessments

The income tax returns through 2018 have been assessed by the tax authorities.

24. EMPLOYEE BENEFITS EXPENSE, DEPRECIATION AND AMORTIZATION

For the Three Months Ended September 30
2021 2020
Classified as
Operating Costs
Classified as
Operating
Expenses
Classified as
Non-operating
Income and
Losses
Total Classified as
Operating Costs
Classified as
Operating
Expenses
Classified as
Non-operating
Income and
Losses
Total
Employee benefits expense
Short-term employment
benefits
\$
310,058
\$ 1,892,427 \$
-
\$ 2,202,485 \$
228,751
\$
802,418
\$
-
\$ 1,031,169
Post-employment
benefits
Depreciation
10,682
129,279
129,456
98,946
-
38,361
140,138
266,586
11,464
74,513
73,530
59,770
-
14,907
84,994
149,190
Amortization 4,604 55,099 - 59,703 8,562 42,547 - 51,109
For the Nine Months Ended September 30
2021 2020
Classified as
Operating Costs
Classified as
Operating
Expenses
Classified as
Non-operating
Income and
Losses
Total Classified as
Operating Costs
Classified as
Operating
Expenses
Classified as
Non-operating
Income and
Losses
Total
Employee benefits expense
Short-term employment
benefits
\$
896,564
\$ 5,522,939 \$
-
\$ 6,419,503 \$
604,096
\$ 1,826,079 \$
-
\$ 2,430,175
Post-employment
benefits 24,090 373,837 - 397,927 26,515 145,117 - 171,632
Depreciation 409,024 296,927 117,834 823,785 139,079 157,117 17,101 313,297
Amortization 20,182 154,549 - 174,731 25,243 95,911 - 121,154

According to the Company's Articles, the Company accrued employees' compensation and remuneration of directors at rates of no less than 1% and no higher than 1%, respectively, of net profit before income tax, employees' compensation, and remuneration of director.

For the three months ended September 30, 2021 and 2020 and the nine months ended September 30, 2021 and 2020, the employees' compensation and remuneration of directors were as follows:

For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021 2020 2021 2020
Employees' cash compensation
Remuneration of directors
\$ 50,339
8,390
\$ 12,341
2,056
\$ 140,003
23,334
\$ 38,254
6,375

The employees' compensation and remuneration to the directors of 2020 and 2019, which were approved by the Company's Board of Directors on February 18, 2021 and February 6, 2020, respectively, were as below:

For Year 2020 For Year 2019
Amount % Amount %
Employees' cash compensation \$
42,422
6 \$
40,868
6
Remuneration of directors 7,070 1 6,811 1

There is no difference between the actual amounts of employees' compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2020 and 2019.

Information on the employees' compensation and remuneration of directors resolved by the Company's Board of Directors in 2021 and 2020 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

25. SHARE-BASED PAYMENT ARRANGEMENTS

The Company's Board of Directors resolved to reserve 10% of the shares from the issuance of 80,000 thousand shares approved by the FSC on September 25, 2020 to be subscribed for by its employees. The number of shares subscribed for by the employees was affirmed on October 21, 2020. The fair value of such share options subscribed for by the Company's employees on the grant date was measured using the Black-Scholes Option Pricing Model and amounted to NT\$62,240 thousand which was recorded as compensation costs with a corresponding increase in capital surplus.

a. As of December 31, 2020, the Company's Share-based payments agreements were as follows:

Number
of Shares
Agreement Grant Date Grant Vesting Conditions
Cash capital increase reserved for
employee
share options
October 21,
2020
8,000 thousand shares Vested immediately

b. The fair value of share options acquired by employees on grant day, October 21, 2020, was measured by using Black-Scholes Option Pricing Model. Relevant information was as follows:

Share Price
(NT\$)
Exercise
Price (NT\$)
Expected
Price
Volatility
Expected
Vesting
Period
Expected
Dividend
Yield Rate
Risk-free
Interest
Rate
Fair Value
Per Share
(NT\$)
\$45.6 \$38.0 34.80% 48 days 0.00% 0.18% \$7.78

26. EARNINGS PER SHARE

2021
Amounts
(Numerator)
Earnings Per
Share (NT\$)
Amounts
(Numerator)
Earnings Per
Share (NT\$)
After Income After Income After Income After Income
(Attributable
to Owners of
the Company)
Shares
(Denominator)
(In Thousands)
(Attributable
to Owners of
the Company)
(Attributable
to Owners of
the Company)
Shares
(Denominator)
(In Thousands)
Tax
(Attributable
to Owners of
the Company)
\$ 642,263 412,120 \$
1.56
\$ 119,337 287,990 \$
0.41
-
724
1,045
7,645
-
4,857
915
43,139
\$
0.37
Tax
\$ 642,987
420,810 Tax
\$
1.53
Tax
\$ 124,194
For the Three Months Ended September 30
2020
332,044
For the Nine Months Ended September 30
2021 2020
Amounts
(Numerator)
Earnings Per
Share (NT\$)
Amounts
(Numerator)
Earnings Per
Share (NT\$)
After Income
Tax
After Income
Tax
After Income
Tax
After Income
Tax
(Attributable
to Owners of
the Company)
Shares
(Denominator)
(In Thousands)
(Attributable
to Owners of
the Company)
(Attributable
to Owners of
the Company)
Shares
(Denominator)
(In Thousands)
(Attributable
to Owners of
the Company)
Basic earnings per share
Net profit attributed to
owners of the Company
Effect of potentially dilutive
\$
1,852,052
399,736 \$
4.63
\$
463,228
287,701 \$
1.61
ordinary shares
Employees' compensation
Convertible bonds
-
5,699
1,210
20,029
-
7,207
1,048
21,097
Diluted earnings per share
Net profit attributed to
owners of the Company
\$
1,857,751
420,975 \$
4.41
\$
470,435
309,846 \$
1.52

If the Company offered to settle the compensation or bonuses paid to employees in cash or shares, the Company assumed that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted EPS, as the effect is dilutive. The number of shares used in the computation of diluted EPS is estimated by the amount of compensation divided by the closing price of the potential common shares at the end of the reporting period. Such dilutive effect of the potential shares is included in the computation of diluted EPS until the number of shares to be distributed to employees is resolved in the following year.

27. BUSINESS COMBINATIONS

a. Subsidiaries acquired

Principal
Activity
Date of Acquisition Proportion of
Voting Equity
Interests
Acquired (%)
Consideration
Transferred
Panasonic Semiconductor
business
Semiconductor
business
September 1, 2020 100 \$
8,432,481

The Group acquired the semiconductor business of Panasonic Corporation on September 1, 2020, including the acquisition of 100% equity in NTHJ, NTCJ (formerly PSCS), AMTC (formerly PIDE) and METC (formerly PIDST), Panasonic Semiconductor (Suzhou) Co., Ltd. (referred to as PSCSZ) related semiconductor business equipment and inventory, and Panasonic Industrial Devices Semiconductor Asia (referred to as PIDSCA) assets and liabilities projects and contracts and other specific operating assets.

b. Consideration transferred

Panasonic
Semiconductor
Business
Cash \$
8,358,041
Contingent consideration arrangement* 74,440
\$
8,432,481
  • * Under the contingent consideration arrangement, if the TPSCo. held by NTCJ Company (formerly PSCS) is a net profit after tax from the acquisition date to March 31, 2022, the net profit after tax must be reimbursed to Panasonic based on the shareholding ratio (49%).
  • c. Assets acquired and liabilities assumed at the date of acquisition
Panasonic
Semiconductor
Business
Current assets
Cash and cash equivalents \$
1,102,882
Accounts receivable and other receivables 4,469,464
Inventories 4,613,102
Prepayments 216,082
Non-current assets
Financial asset at measured at fair value through other comprehensive income 960,800
Property, plant and equipment 6,241,162
Investment property 2,503,591
Right-of-use assets 997,787
Intangible assets 83,046
Deferred tax assets 103,259
Other assets 4,639
Total assets \$
21,295,814
Current liabilities
Accounts payable and other payables \$
5,999,366
Current tax liabilities 86,320
Provisions -
current
617,821
Lease liabilities -
current
176,138
Other current liabilities 57,635
Non-current liabilities
Provisions -
non-current
2,539,589
Net defined benefit liabilities -
non-current
1,473,458
Deferred tax liabilities 89,169
Products guarantee based on commitment 506,301
Lease liabilities -
non-current
1,156,925
Total liabilities \$
12,702,722
Net assets \$
8,593,092
d. Gain on the bargain purchase
Panasonic
Semiconductor
Business
Fair value of identifiable net assets obtained \$
8,593,092

Less: Consideration transferred (8,432,481)

Gain on the bargain purchase \$ 160,611

The Group has completed to measure and allocate aforementioned assets and liabilities at fair value for the acquisition of Panasonic semiconductor business on June 16, 2021, NT\$(58,357) thousand was recognized in non-operating income and expenses to decrease gain on the bargain purchase in 2021.

e. Net cash outflow on the acquisition of subsidiaries

Panasonic
Semiconductor
Business
Consideration paid in cash \$
8,432,481
Less: Cash and cash equivalent balances acquired (1,102,882)
7,329,599
Acquisition price adjustment
Investment payable (74,440)
Business tax refund receivable 133,101
Other payable for contract (presented in provisions) (316,438)
Effects of foreign currency exchange differences (7,324)
\$
7,064,498

f. Impact of acquisitions on the results of the Group

The financial results of the acquirees from the acquisition dates (September 1, 2020) to December 31, 2020, which are included in the consolidated statements of comprehensive income, are as follows:

Panasonic
Semiconductor
Business
From September 1, 2020 to December 31, 2020
Revenue
Net Loss
\$
8,993,175
\$
(460,607)

Because of the acquisition includes equipment and inventory related to semiconductor business of PSCSZ and assets and liabilities of PIDSCA, rather than a stand-alone entity, it is impractical to disclose the pro-forma revenue and the pro-forma profit.

28. CAPITAL MANAGEMENT

The Group's capital management objective is to ensure it has the necessary financial resources and operational plan so that it can cope with the next twelve months working capital requirements, capital expenditures, research and development expenses, debt repayments and dividends payments.

29. FINANCIAL INSTRUMENT

a. Categories of financial instruments

September 30, 2021 December 31, 2020 September 30, 2020
Carrying
Amount
Fair Value Carrying
Amount
Fair Value Carrying
Amount
Fair Value
Financial assets
Financial assets at
amortized cost (Note 1)
Financial assets at FVTPL
Derivative financial
\$ 12,161,486 \$ 12,161,486 \$ 12,489,674 \$ 12,489,674 \$ 10,288,605 \$ 10,288,605
assets 1,806 1,806 13,223 13,223 11,326 11,326
Financial assets at
FVTOCI
Investment in equity
instruments
2,487,111 2,487,111 1,806,580 1,806,580 1,994,820 1,994,820
Financial liabilities
Financial liabilities at
amortized cost (Note 2)
Financial liabilities at
FVTPL
9,715,185 9,969,728 12,257,989 12,534,077 14,416,059 14,596,450
Derivative financial
liabilities
2,634 2,634 3,191 3,191 - -
  • Note 1: Including cash and cash equivalents, notes and accounts receivable (including related parties), other receivables and refundable deposits.
  • Note 2: Including notes and accounts payable (including related parties), other payables, convertible bonds, short-term loans, long-term loans and guarantee deposits.
  • b. Fair value information
  • 1) Fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value is observable and the significance in its entirety, which are described as follows:
    • 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).
  • 2) Fair value measurements recognized in the consolidated balance sheets

    • a) The fair values of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices (includes listed shares and emerging market shares).
    • b) The fair value of the financial instruments at fair value through profit or loss is based on Level 2 inputs, either directly or indirectly. The fair value of foreign-currency derivative financial instrument could be determined by reference to the price and discount rate of currency swap quoted by financial institutions. Foreign exchange forward contracts are measured using individual maturity rate to calculate the fair value of each contract.
  • c) Domestic unlisted equity instruments at FVTOCI were all measured based on Level 3 fair value. Fair values of such equity instruments were determined using discounted cash flow of income approach and comparable listed company approach, by referring to strike price of similar business in active market, implied value multiple of the price and relevant information. Significant unobservable inputs included P/E ratio, value multiple and market liquidity discount. As the discounted cash flow method was used, the discount rate used for lack of marketability was 29%; which increase by 1% while all the other variables are held constant, the fair value of investments will decrease by NT\$7,845 thousand and NT\$8,831 thousand for the nine months ended September 30, 2021 and 2020, respectively.

  • 3) Fair value of financial instruments not measured at fair value
September 30, 2021
Level 1 Level 2 Level 3 Total
Financial liabilities at
amortized cost
Bonds payable (unsecured) \$
353,444
\$
-
\$
-
\$
353,444
December 31, 2020
Level 1 Level 2 Level 3 Total
Financial liabilities at
amortized cost
Bonds payable (unsecured) \$
1,483,908
\$
-
\$
-
\$
1,483,908
September 30, 2020
Level 1 Level 2 Level 3 Total
Financial liabilities at
amortized cost
Bonds payable (unsecured) \$
1,864,613
\$
-
\$
-
\$
1,864,613

4) Fair value of financial instruments measured at fair value on a recurring basis

Fair value hierarchy

September 30, 2021
Level 1 Level 2 Level 3 Total
Financial assets at FVTPL
Derivative financial assets \$
-
\$
1,806
\$
-
\$
1,806
Financial assets at FVTOCI
Domestic and overseas listed
shares and emerging market
shares \$
246,792
\$
-
\$
-
\$
246,792
Domestic and overseas unlisted
shares \$
-
\$
-
\$
2,240,319
\$
2,240,319
Financial liabilities at FVTPL
Derivative financial liabilities \$
-
\$
2,634
\$
-
\$
2,634
December 31, 2020
Level 1 Level 2 Level 3 Total
Financial assets at FVTPL
Derivative financial assets \$
-
\$
13,223
\$
-
\$
13,223
Financial assets at FVTOCI
Domestic and overseas listed
shares and emerging market
shares
\$
313,689
\$
-
\$
-
\$
313,689
Domestic and overseas unlisted
shares
\$
-
\$
-
\$
1,492,891
\$
1,492,891
Financial liabilities at FVTPL
Derivative financial liabilities \$
-
\$
3,191
\$
-
\$
3,191
September 30, 2020
Level 1 Level 2 Level 3 Total
Financial assets at FVTPL
Derivative financial assets \$
-
\$
11,326
\$
-
\$
11,326
Financial assets at FVTOCI
Domestic and overseas listed
shares and emerging market
shares
\$
527,546
\$
-
\$
-
\$
527,546
Domestic and overseas unlisted
shares
\$
-
\$
-
\$
1,467,274
\$
1,467,274

5) Reconciliation of Level 3 fair value measurements of financial instruments

The financial assets measured at Level 3 fair value were financial assets at FVTPL and equity investments classified as financial assets at FVTOCI. Reconciliations for the nine months ended September 30, 2021 and 2020 were as follows:

For the Nine Months Ended
September 30
2021 2020
Balance at January 1 \$
1,492,891
\$
1,056,205
Acquired through business combinations - 450,882
Refund of capital reduction (4,500) (2,250)
Recognized in other comprehensive income 751,928 (37,563)
Balance at September 30 \$
2,240,319
\$
1,467,274

c. Financial risk management objectives and policies

The Group seeks to minimize the effects of financial risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Group's policies approved by the Board of Directors, which provide written principles on foreign currency risk, and the use of financial derivatives. Compliance with policies and exposure limits was reviewed by the internal auditors on a continuous basis.

1) Market risk

The Group's activities exposed it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group entered into foreign exchange forward contracts to hedge the foreign currency risk arising on the export business.

a) Foreign currency risk

The Group has foreign currency denominated transactions, which expose the Group to foreign currency risk. Exchange rate exposures are managed within approved policy parameters utilizing foreign exchange forward contracts.

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 34 to the consolidated financial statements.

The sensitivity analysis included only outstanding foreign currency denominated monetary items at the end of the reporting period and assuming an increase in net income and equity if New Taiwan dollars strengthen by 1% against foreign currencies. For a 1% weakening of New Taiwan dollars against the relevant currency, there would be impact on net income in the amounts of NT\$2,684 thousand increase and NT\$3,580 thousand increase for the nine months ended September 30, 2021 and 2020, respectively. The amounts used in the 1% weakening of New Taiwan dollars against the relevant currency did not consider the impact of hedge contracts and hedged item.

b) Interest rate risk

Interest rate risk refers to the risk that the change in market value will influence the fair value of financial instruments. The Group's interest rate risk arises primarily from floating rate deposits and long-term loans.

The carrying amounts of the Group's financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

September 30,
2021
December 31,
2020
September 30,
2020
Cash flow interest rate risk
Financial assets \$
8,413
\$ 7,749 \$ 108,313
Financial liabilities 1,500,000 3,321,210 4,591,112

The sensitivity analysis of cash flows based on the Group's exposure to interest rates for fair value of variable-rate non-derivatives instruments at the end of the reporting period. If interest rates increased by 1%, the Group's cash outflows for the nine months ended September 30, 2021 and 2020 would have increased by NT\$11,187 thousand and increased by NT\$33,621 thousand, respectively.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a financial loss to the Group, to mitigate the risk of financial loss from defaults, the Group has established risk procedures and is continuously assessing the credit risk of each counterparty, sufficient collateral will be obtained when necessary. In this regard, the management of the Group consider that the Group's credit risk was significantly reduced.

3) Liquidity risk

The Group has enough operating capital to comply with loan covenants; liquidity risk is low.

The Group's non-derivative financial liabilities and their agreed repayment period are as follows:

September 30, 2021
Within 1 Year 1-2 Years Over 2 Years Total
Non-derivative financial
liabilities
Non-interest bearing
Lease liabilities
Variable interest rate
\$
7,786,388
260,947
\$
-
214,978
\$
-
984,815
\$
7,786,388
1,460,740
liabilities
Fixed interest rate liabilities
-
74,700
-
-
1,500,000
105,926
1,500,000
180,626
\$
8,122,035
\$
214,978
\$
2,590,741
\$
10,927,754

Additional information about the maturity analysis of lease liabilities:

Less than 2
Years
2-5 Years Over 5 Years Total
Non-derivative financial
liabilities
Lease liabilities \$
475,925
\$
396,484
\$
588,331
\$
1,460,740
December 31, 2020
Within 1 Year 1-2 Years Over 2 Years Total
Non-derivative financial
liabilities
Non-interest bearing \$
7,659,385
\$
-
\$
-
\$
7,659,385
Lease liabilities 308,294 264,121 1,231,072 1,803,487
Variable interest rate
liabilities
1,821,210 - 1,500,000 3,321,210
Fixed interest rate liabilities - - 1,305,480 1,305,480
\$
9,788,889
\$
264,121
\$
4,036,552
\$
14,089,562

Additional information about the maturity analysis of lease liabilities:

Non-derivative financial
liabilities
Less than 2
Years
2-5 Years Over 5 Years Total
Lease liabilities \$
572,415
\$
500,296
\$
730,776
\$
1,803,487
September 30, 2020
Within 1 Year 1-2 Years Over 2 Years Total
Non-derivative financial
liabilities
Non-interest bearing
Lease liabilities
Variable interest rate
\$
7,746,892
312,028
\$
-
271,508
\$
-
1,281,352
\$
7,746,892
1,864,888
liabilities
Fixed interest rate liabilities
-
1,291,112
800,000
-
2,500,000
1,825,948
3,300,000
3,117,060
\$
9,350,032
\$
1,071,508
\$
5,607,300
\$
16,028,840

Additional information about the maturity analysis of lease liabilities:

Less than 2
Years
2-5 Years Over 5 Years Total
Non-derivative financial
liabilities
Lease liabilities \$
583,536
\$
524,465
\$
756,887
\$
1,864,888

d. Transfers of financial assets

Factored accounts receivable that are not yet overdue on September 30, 2021, December 31, 2020, and September 30, 2020 respectively were as follows:

September 30, 2021

Counterparty Receivables
Factoring
Proceeds
Advances
Received -
Unused
Advances
Received -
Used
Annual
Interest Rates
on Advances
Received
(Used) (%)
Sumitomo Mitsui Banking \$ \$ \$ 0.9
Corporation 96,419 - 96,419
December 31, 2020
Counterparty
Receivables
Factoring
Proceeds
Advances
Received -
Unused
Advances
Received -
Used
Annual
Interest Rates
on Advances
Received
(Used) (%)
Sumitomo Mitsui Banking \$ \$ \$ 0.9
Corporation 230,449 - 230,449

September 30, 2020

Counterparty Receivables
Factoring
Proceeds
Advances
Received -
Unused
Advances
Received -
Used
Annual
Interest Rates
on Advances
Received
(Used) (%)
Sumitomo Mitsui Banking \$ \$ \$ 0.9
Corporation 251,611 - 251,611

Pursuant to the Group's factoring agreements, losses from commercial disputes (such as sales returns and discounts) are borne by the Group, while losses from credit risk are borne by the banks.

30. TRANSACTIONS WITH RELATED PARTIES

a. Related party name and categories

Related Party Name Related Party Categories
Winbond Electronics Corporation ("WEC") The Company's parent
Winbond Electronics (HK) Limited ("WEHK") Associate
Winbond Electronics Corporation America ("WECA") Associate
Winbond Electronics Corporation Japan ("WECJ") Associate
Callisto Holding Limited Associate
Tower Partners Semiconductor Co., Ltd. ("TPSCo.") Related party in substance
Nyquest Technology Co., Ltd. ("Nyquest") Related party in substance
Walton Advanced Engineering Inc. Related party in substance
Chin Cherng Construction Co., Ltd. Related party in substance
United Industrial Gases Co., Ltd. Related party in substance
Glorystones Corporation Related party in substance
Waltech Advanced Engineering (Suzhou), Inc. ("Waltech") Related party in substance

b. Operating activities

For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021 2020 2021 2020
1)
Operating revenue
Related party in substance
Waltech \$
1,183,472
\$
-
\$
2,444,006
\$
-
Others 138,574 77,530 421,716 163,020
Associate 13,375 22,339 58,146 68,541
\$
1,335,421
\$
99,869
\$
2,923,868
\$
231,561
2)
Purchases of goods
Related party in substance
TPSCo. \$
1,580,420
\$
771,855
\$
4,943,642
\$
771,855
Others 33,962 - 62,653 -
Parent company 122,658 56,632 288,848 141,197
\$
1,737,040
\$
828,487
\$
5,295,143
\$
913,052
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021 2020 2021 2020
3)
Manufacturing expenses
Related party in substance
TPSCo.
Others
\$
504,588
5,185
\$
-
-
\$
1,539,451
12,650
\$
-
-
Parent company 88
\$
509,861
59
\$
59
529
\$
1,552,630
279
\$
279
4)
Operating expenses
Related party in substance
Parent company
Associate
\$
117,669
8,115
2,816
\$
128,600
\$
47,738
7,341
1,891
\$
56,970
\$
346,778
28,486
7,105
\$
382,369
\$
53,128
14,645
5,750
\$
73,523
5)
Dividend income
Related party in substance
United Industrial Gases
Co., Ltd.
Nyquest Technology Co.,
Ltd.
\$
-
5,775
\$
-
-
\$
62,000
5,775
\$
64,394
3,300
\$
5,775
\$
-
\$
67,775
\$
67,694
6)
Other income
Related party in substance
Parent company
\$
-
-
\$
-
(18)
\$
339
-
\$
-
2
\$
-
\$
(18)
\$
339
\$
2
September 30,
2021
December 31,
2020
September 30,
2020
7)
Accounts receivable from related parties
Related party in substance
Waltech
Others
Associate
\$
611,545
79,048
7,973
\$
-
77,760
12,817
\$
-
64,333
11,825
\$
698,566
\$
90,577
\$
76,158
September 30,
2021
December 31,
2020
September 30,
2020
8)
Other receivables
Related party in substance
TPSCo. \$
266,292
\$
255,453
\$ 288,662
Others 10,501 - -
Associate 9,559 214 179
\$
286,352
\$
255,667
\$ 288,841

Other receivables - related parties is collection or payment on behalf of others.

September 30,
2021
December 31,
2020
September 30,
2020
9)
Refundable deposits
Parent company
Related party in substance
\$
1,780
1,722
\$
1,780
1,722
\$
1,780
1,722
\$
3,502
\$
3,502
\$
3,502
10)
Accounts payable to related parties
Related party in substance
TPSCo.
Others
Parent company
\$
478,657
10,714
82,584
\$
571,955
\$
788,043
-
39,500
\$
827,543
\$
842,316
-
38,609
\$
880,925
11)
Other payables
Related party in substance
Parent company
\$
64,625
12,451
\$
77,373
9,738
\$
59,078
32,469
\$
77,076
\$
87,111
\$
91,547
12)
Guarantee deposits
Parent company \$
545
\$
545
\$
545

The sales and purchase prices and collection and payment terms with related parties were not significantly different from those with third parties. For other related party transactions, price and terms were determined in accordance with mutual agreement.

13) Disposal of property, plant and equipment

Proceeds Gain (Loss) on Disposal
For the Three Months Ended
September 30
For the Three Months Ended
September 30
2021 2020 2021 2020
Related party in substance
Waltech \$
886
\$
-
\$
886
\$
-
TPSCo. 150 - 117 -
\$
1,036
\$
-
\$
1,003
\$
-
Proceeds Gain (Loss) on Disposal
For the Nine Months Ended For the Nine Months Ended
September 30 September 30
2021 2020 2021 2020
Related party in substance
Waltech \$
886,862
\$
-
\$
144,679
\$
-
TPSCo. 150 - 117 -
\$
887,012
\$
-
\$
144,796
\$
-

The price of above transaction were determined to base on the acquisition cost of the equipment and reference to the recent quoted market price.

c. Lease arrangements - Group is lessee

September 30,
2021
December 31,
2020
September 30,
2020
1)
Lease liabilities
Parent company
Related party in substance
Associate
\$
39,133
14,116
1,875
\$
47,969
22,451
7,566
\$ 51,011
25,070
9,621
\$
55,124
\$
77,986
\$ 85,702
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021 2020 2021 2020
2) Interest expense
Parent company \$
107
\$ 138 \$ 343 \$ 439
Related party in substance 60 104 215 344
Associate 17 92 111 330
\$
184
\$ 334 \$ 669 \$ 1,113

d. Lease arrangements - Group is lessor/Sublease arrangements

Sublease arrangements under operating leases

For the nine months ended September 30, 2021 and 2020, the Group subleases its right-of-use assets to its associate companies WEC, WEHK and TPSCo. under operating leases with lease terms between 1 and 12 years, and the rental is based on similar asset's market rental rates and fixed lease payments are received monthly.

1) The balance of operating lease receivables was as follows:

September 30,
2021
December 31,
2020
September 30,
2020
Related party in substance
TPSCo. \$ - \$
23,504
\$ -
Parent company 1,035 - 511
Associate 238 245 250
\$ 1,273 \$
23,749
\$ 761

2) Future lease payment receivables are as follows:

September 30,
2021
December 31,
2020
September 30,
2020
Related party in substance
Parent company
Associate
\$
1,721,586
4,890
833
\$
1,635,005
11,133
1,948
\$
1,013,831
7,620
2,363
\$
1,727,309
\$
1,648,086
\$
1,023,814

3) Lease income was as follows:

For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021 2020 2021 2020
Related party in substance
Parent company
Associate
\$ 58,720
1,094
357
\$ 21,483
984
377
\$ 180,187
3,083
1,080
\$ 21,483
2,903
1,155
\$ 60,171 \$ 22,844 \$ 184,350 \$ 25,541

e. Endorsements and guarantees

Endorsements and guarantees provided by the Group

The chairman of the Company is a joint guarantor of the land-leasing from Taiwan Sugar Corporation. Refer to Note 13 to the consolidated financial statements.

Endorsements and guarantees given by related parties

Related Party Category September 30, December 31, September 30,
2021 2020 2020
Parent company \$ \$ \$
Amount endorsed 11,471,679 4,440,417 4,464,524
Amount utilized (reported as secured bank \$ \$ \$
loans) 74,700 276,300 -

f. Compensation of key management personnel

For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021 2020 2021 2020
Short-term employee benefits
Post-employment benefits
\$ 55,156
943
\$ 24,110
722
\$ 153,905
2,606
\$ 72,405
1,999
\$ 56,099 \$ 24,832 \$ 156,511 \$ 74,404

The remuneration of directors and key executives, as determined by the remuneration committee, was based on the performance of individuals and market trends.

31. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for land leases, customs tariff obligations and bank borrowings:

September 30, December 31, September 30,
2021 2020 2020
Land \$ \$ \$
1,459,046 - -
Buildings 734,395 - -
Investment properties 448,699 - -
Time deposits (accounted as refundable deposits) 107,168 636,102 86,309
\$ \$ \$
2,749,308 636,102 86,309

32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

Significant contingent liabilities and unrecognized commitments of the Group as of the end of the reporting period, excluding those disclosed in other notes, were as follows:

L Company filed a complaint in the U.S. District Court for the District of Delaware on April 29, 2021. The plaintiff alleged that NTCA (and NTCA only) infringes one of its patents. On June 22, 2021, NTCA signed the authorization and settlement agreement. According to the agreement, L Company then withdrew the complaint in the U.S. District Court for the District of Delaware on June 30, 2021.

The Company and NTCA received a complaint served by the court on June 29, 2020. The plaintiff charged in the California High Court that the gasoline generator produced by HD POWER SYSTEMS INC., exploded during use and caused damage to it. At the same time, the Company, NTCA and other related companies shall bear the relevant compensation liabilities. The plaintiff applied to withdraw the complaint against the Company in the Court on June 29, 2021, and applied to withdraw the complaint against NTCA in the Court on July 7, 2021. The court has filed an order of dismissal, the case was closed.

33. OTHER ITEMS

The novel coronavirus (Covid-19) spreads all over the world, causing subsidiaries, customers and suppliers in some regions to implement quarantine and travel restrictions. The Group evaluated that there is no significant impact on the overall business operation and financial position of the Group. There are no concerns about the capability of the Group to be going concern, and the risk of assets impairment and fund raising.

34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group's significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currency of the entities in the Group and the related exchange rates between foreign currencies and respective functional currency were as follows:

September 30, 2021
Foreign
Currencies
(Thousand)
Exchange Rate
(Note)
New Taiwan
Dollars
(Thousand)
Financial assets
Monetary items
USD
ILS
RMB
JPY
\$
77,026
23,492
15,161
116,136
27.85
8.6542
4.305
0.249
\$
2,145,169
203,300
65,269
28,918
Financial liabilities
Monetary items
USD
ILS
RMB
JPY
59,604
25,018
5,635
1,139,575
27.85
8.6542
4.305
0.249
1,659,968
216,510
24,257
283,754
December 31, 2020
Financial assets Foreign
Currencies
(Thousand)
Exchange Rate
(Note)
New Taiwan
Dollars
(Thousand)
Monetary items
USD
ILS
RMB
JPY
\$
57,028
20,800
8,724
48,824
28.48
8.8712
4.377
0.276
\$
1,624,156
184,522
38,186
13,490
(Continued)
December 31, 2020
Foreign
Currencies
(Thousand)
Exchange Rate
(Note)
New Taiwan
Dollars
(Thousand)
Financial liabilities
Monetary items
USD
\$ 46,275 28.48 \$
1,317,309
ILS 18,706 8.8712 165,943
RMB 7,098 4.377 31,067
JYP 68,971 0.276 19,057
(Concluded)
September 30, 2020
Foreign
Currencies
(Thousand)
Exchange Rate
(Note)
New Taiwan
Dollars
(Thousand)
Financial assets
Monetary items
USD \$ 57,390 29.10 \$
1,670,061
ILS 16,628 8.4314 140,198
RMB 9,512 4.269 40,605
JPY 31,777 0.2756 8,758
Financial liabilities
Monetary items
USD 44,595 29.10 1,297,727
ILS 17,462 8.4314 147,230
RMB 7,360 4.269 31,419
JPY 75,895 0.2756 20,917

Note: The rate foreign currencies are exchanged to New Taiwan dollars and displayed as a rate.

For the three months ended September 30, 2021 and 2020 and the nine months ended September 30, 2021 and 2020, realized and unrealized net foreign exchange gains (losses) were NT\$5,683 thousand, NT\$18,146 thousand, NT\$(28,010) thousand and NT\$14,833 thousand, respectively. It is impractical to disclose net foreign exchange gains and losses by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the entities in the Group.

35. SEGMENT INFORMATION

  • a. Basic information about operating segment
  • 1) Classification of operating segments

The Group's reportable segments under IFRS 8 and IAS 34 were as follows:

a) General IC product segment

The general IC product segment engages mainly in research, design, manufacturing, sale and after-sales service.

b) Foundry service segment

The foundry service segment engages mainly in research, design, manufacturing and sale.

2) Principles of measuring reportable segments profit, assets and liabilities

The significant accounting principles of each operating segment are the same as those stated in Note 4 to the consolidated financial statements. The Group's operating segment profit or loss represents the profit or loss earned by each segment. The profit or loss is controllable by segment managers and is the basis for assessment of segment performance. The Group does not provide information on assets regularly to the Group's chief operating decision maker; thus, the measure of assets is zero. Major liabilities are arranged based on the capital cost and deployment of the whole company, which are not controlled by individual segment managers.

b. Segment revenues and operating results

The following is an analysis of the Group's revenue from continuing operations by reportable segments.

Segment Revenue Segment Profit and Loss
For the Nine Months Ended
September 30
2021
2020
For the Nine Months Ended
2021 September 30
2020
General IC products \$
26,512,342
\$
8,927,979
\$
3,439,820
\$
1,142,623
Foundry service 1,770,632 1,514,473 736,338 519,045
Total of segment revenue 28,282,974 10,442,452 4,176,158 1,661,668
Other revenue 2,784,349 356,414 1,272,418 73,023
Operating revenue \$
31,067,323
\$
10,798,866
5,448,576 1,734,691
Unallocated expenditure
Administrative and
supporting expenses (2,198,501) (902,153)
Sales and other common
expenses (1,136,852) (548,102)
Income from operations 2,113,223 284,436
Finance costs (60,925) (33,567)
Interest income 24,439 18,552
Dividend income 67,845 67,746
Gain on the bargain purchase - 218,968
Other gains and losses 79,657 43,574
Gains (losses) on disposal of
property, plant and
equipment 125,564 10,057
Gains (losses) on disposal of
intangible assets (4,803) -
Foreign exchange gains (losses) (28,010) 14,833
Gains (losses) on financial
instruments at fair value
through profit or loss 13,217 3,921
Profit before income tax \$
2,330,207
\$
628,520