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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 |