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Primax — Interim / Quarterly Report 2016
Nov 10, 2016
52436_rns_2016-11-10_de5992d4-2b64-45d5-b65e-a048cc5f8579.pdf
Interim / Quarterly Report
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PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES
Consolidated Financial Statements
September 30, 2016 and 2015
(With Independent Auditors' Review Report Thereon)

要侯建業群合會計師事務府 KPMG
台北市11049信義路5段7號68樓(台北101大樓) 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 11049, Taiwan (R.O.C.)
Telephone 電話 + 886 (2) 8101 6666 傳真 + 886 (2) 8101 6667 Fax 網址 kpmg.com/tw Internet
Independent Auditors' Review Report
The Board of Directors Primax Electronics Ltd.:
We have reviewed the accompanying consolidated balance sheets of Primax Electronics Ltd. and its subsidiaries as of September 30, 2016 and 2015, and the related restated consolidated statements of comprehensive income, changes in stockholders' equity, and cash flows for the three months and for the nine months ended September 30, 2016 and 2015. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews. The financial statements of Tymphany Worldwide Enterprises Ltd. were reviewed by other auditors. Therefore, our report, insofar as it relates to Tymphany Worldwide Enterprises Ltd., is based solely on the reports of the other auditors. The assets of Tymphany Worldwide Enterprises Ltd. amounted to NT\$4,353,056 thousand, constituting 10.6% of the consolidated total assets as of September 30, 2016. Its operating revenue amounted to NT\$2,156,067 thousand and NT\$5,654,910 thousand, constituting 11.7% and 12.1% of the consolidated operating revenue for the three months and nine months ended September 30, 2016, respectively.
Except as described in the following paragraph, we conducted our reviews in accordance with Statement on Auditing Standards No. 36, "Engagements to Review Financial Statements". Those guidelines require that we plan and perform the review, consisting principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the auditing standards generally accepted in the Republic of China, with the objective of expressing an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.
Also included in the accompanying consolidated financial statements are the financial statements of nonmajor subsidiaries, which were not reviewed by independent auditors. The total assets of these subsidiaries amounted to NT\$5,170,051 thousand and NT\$12,452,302 thousand, constituting 12.5% and 30.4% of the total consolidated assets as of September 30, 2016 and 2015, respectively. The total liabilities amounted to NT\$4,058,872 thousand and NT\$4,225,379 thousand, constituting 14.5% and 14.7% of the total consolidated liabilities as of September 30, 2016 and 2015, respectively. The comprehensive income amounted to NT\$30,515 thousand and NT\$367,673 thousand, constituting 5.9% and 47.4% of the total consolidated comprehensive income for the three months ended September 30, 2016 and 2015, respectively. Also, for the nine months ended September 30, 2016 and 2015, the comprehensive income amounted to NT\$90,775 thousand and NT\$660,183 thousand, constituting 7.9% and 45.6% of the total consolidated comprehensive income.

Based on our reviews and the reviews of other auditors, except for the effects of the adjustments, if any, that might have emerged had the financial statements of the said consolidated subsidiaries been reviewed by independent auditors, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements described in the first paragraph for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standards No. 34, "Interim Financial Reporting" which was endorsed by the Financial Supervisory Commission.
$\mathbf{r}$
KPM G
November 10, 2016
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and consolidated cash flows in accordance with the Regulations Governing the Preparation of Financial Report by Securities Issuers and IAS 34 Interim Financial Reporting as endorsed by the Financial Supervisory Commission in the Republic of China and not those of any other jurisdictions. The standards, procedures, and practices to review such financial statements are those generally accepted and applied in the Republic of China.
The auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English and Chinese language auditors' report and financial statements, the Chinese version shall prevail.
PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES
As of September 30, 2016 and 2015 reviewed only, not audited in accordance with generally accepted auditing standards.
Consolidated Balance Sheets
$\frac{1}{2}$
$\ddot{\phantom{a}}$
September 30, 2016 and December 31 and September 30, 2015
(expressed in thousands of New Taiwan dollars)
| September 30, 2016 | $\frac{\text{December 31,2015}}{\text{Amount}}$ | September 30, 2015 | September 30, 2016 | December 31, 2015 | September 30, 2015 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets Current assets: |
ر په Amount |
$A$ mount | ×, | Liabilities and equity Current liabilities: |
่ำ Amount |
Amount | ำ∣ี่ | Amount | × | ||
| Cash and cash equivalents (note 6(a)) | $\tilde{=}$ 6,700,586 u, |
7,623.380 | B | 7,949,345 | ສ | Short-term borrowings (note 6(k)) | 2,892,208 69 |
1,350,565 | 4,086,918 | ≌ | |
| Financial assets at fair value through profit or loss -- | Notes and accounts payable | ግ 16,157,807 |
18,723,930 | 슧 | 16,452,740 | ্ব | |||||
| current (note 6(b)) | 69,673 | 88,717 | 193,053 | Financial liabilities at fair value through profit or loss- | |||||||
| Notes and accounts receivable, net (note 6(d)) | $\mathcal{S}$ 14,592,671 |
14,424,622 | 13,681,614 | నె | Other payables (note 7(b)) current (note 6(b)) |
60,578 3.162,843 |
60, ICS | 140,024 | |||
| Accounts receivable -- related parties, net | 998,131 | 1,891,786 227,107 |
270,329 | ||||||||
| (notes $6(d)$ and $7(b)$ ) | 68,825 | 54.995 | 53,196 | Salary payable (note 6(q)) | ,075,675 | ||||||
| Other receivables (note 6(d)) | 108,783 | 462,242 | 489,888 | Other current liabilities | 292,856 | 279,120 | 349,896 | ||||
| Inventories, net (note 6(e)) | 6,449,479 | 7,350,609 | 7,294,433 | Current portion of long-term borrowings (note 6(1)) | 715,555 | 622,347 | 679,709 | ||||
| Non-current assets held for sale (note 6(f)) | 3,660,447 | Liabilities directly associated with non-current assets held | |||||||||
| Other current assets (note 8) | 42.77 | 408.596 | 458,937 | for sale (note 6(f)) | 1.710,877 | 26,055.291 | · 적 | ||||
| 32.093,236 | 30,413,161 | 30,120,466 | 티 | ଖ୍ 25,990,850 |
26,154,964 | 63 | |||||
| Non-current liabilities: | |||||||||||
| Non-current assets: | Long-term borrowings (note 6(l)) | 218,889 | 1,055,140 | 1,0.56,574 | |||||||
| Available-for-sale financial assets - non-current | Long-term deferred revenue (note 6(h)) | 1,464,370 | 1,084,133 | 1,034,570 | |||||||
| $($ note $6(c)$ | 730,803 | 584,430 | 319,061 | Other non-current liabilities | 381,348 | $-320.911$ $2,660.184$ |
521,695 | ||||
| Property, plant and equipment (notes 6(h) and 8) | 4.760,409 | 6,284,023 | 6,129,265 | 2,064,607 | 2,612,845 | ||||||
| Investment property, net (note 6(1)) | 35,792 | 258.709 | 259,599 | Total liabilities | ๆะ 28.055.457 |
28,815,148 | ଞ୍ | 28,668,136 | ಿಗಿ | ||
| Intangible assets (note 6(J) | 2,703,302 | 3,322,191 | 3,471,832 | ||||||||
| Deferred tax assets | 469,404 | 390,414 | 137,449 | Equity attributable to stockholders of parent: | |||||||
| Long-term prepaid rent (note 8) | 276,668 | 306,125 | 356,185 | Common stock (note 6(p)) | 4.417.478 | 411,877 | 1,412,137 | ||||
| Other non-current assets (note 8) | 171,310 | 172,680 | 165,927 | ٠ | Capital collected in advance | 0740 | 15,174 | 3,406 | |||
| $\tilde{a}$ 9,147,688 |
11,318.572 | $\overline{E}$ | 10,839,318 | $\frac{56}{5}$ | Capital surplus (note 6(p)) | 784,936 | 777,368 | 780,058 | |||
| Legal reserve (note 6(p)) | 788,634 | 611,322 | 611,322 | ||||||||
| Special reserve (note 6(p)) | 9.300 | 97,300 | 97,300 | ||||||||
| Unappropriated retained carnings (note 6(p)) | 4,256,076 | 3,951,934 | 3,455,346 | ||||||||
| Other equity | 264,778 | 565,406 | 432,931 | ||||||||
| Non-controlling interests (note 6(g)) | ၂၁ 2.566.52 |
2,486.20 | 2,499,148 | ||||||||
| Total equity | 13,185,467 | 12.916.585 | ᅯ | 12,291,648 | శి | ||||||
| Total assets | 目 $$ -41.240.924$ |
41,731,733 | 녬 | 40,959,784 | 힄 | Total liabilities and equity | ᅨ \$ 41.240.924 |
41,731,733 | 룈 | 40,959,784 | 힄 |
$\overline{\phantom{a}}$
$\bar{\bar{z}}$
$\ddot{\phantom{0}}$
PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income
For the three months and for the nine months ended September 30, 2016 and 2015 (expressed in thousands of New Taiwan dollars, except earnings per share)
$\ddot{\phantom{0}}$
$\bar{z}$
| 2016 2015 (restated) 2016 2015 (restated) % $\%$ % Amount Amount Amount $\frac{1}{2}$ Amount 100 18,488,446 100 Operating revenue (notes 6(s) and 7(b)) \$ 17,220,627 46,794,027 100 43,804,569 100 Operating cost (notes 6(e), (n), (q) and (t) and 12(a)) 16,294,983 88 15,375,245 89 89 41,631,843 39,145,882 89 12 Gross profit 2,193,463 1,845,382 11 5,162,184 $\mathbf{\mu}$ 4,658,687 $\mathbf{11}$ Operating expenses (notes 6(n), (q) and (t) and 12(a)): Selling expenses 3 417,538 386,425 3 1.111,663 $\mathbf{2}$ 1,025,083 3 Administrative expenses $\overline{c}$ $\overline{2}$ $\mathbf{2}$ 347,496 327,163 821,924 $\boldsymbol{2}$ 845,154 Research and development expenses 3 $\overline{3}$ 535,264 $\overline{\mathbf{3}}$ 586,091 1,565,682 3 1,440,943 8 8 $\frac{7}{4}$ 1,351,125 1,248,852 3,499,269 3,311,180 8 3 842,338 4 Net operating income 596,530 1,662,915 1,347,507 $\overline{\mathbf{3}}$ Non-operating income and expenses: Other income (note 6(u)) 51,286 50,477 148,040 125,192 Other gains and losses (notes 6(c) and (v)) (62, 785) 140,066 1 288,412 297,249 1 Share of profit of subsidiaries accounted for using equity method 3,772 ÷ Finance costs (34,300) (81, 671) (85,090) (109, 834) $\bullet$ (45, 799) 108,872 328,514 339,227 $\overline{a}$ $\overline{4}$ 4 796,539 705,402 4 1,991,429 4 Income before income taxes 1,686,734 213,692 Income tax expense (note 6(o)) 217,231 581,770 -1 414,593 3 3 3 3 Net income from continuing operations 582,847 488,171 1,409,659 1,272,141 Net income from discontinued operations (note 12(b)) 49,221 50,411 146,284 33,111 $\overline{\mathbf{3}}$ 3 3 633,258 537,392 1.555,943 1,305,252 3 Other comprehensive income (loss): Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operation's financial statements (298,990) (1) 233,515 (642,998) (1) 1 114,631 Unrealized gains and losses on available-for-sale financial assets (notes 6(c) and (v)) 184,984 5,475 $\mathbf{I}$ 229,209 28,684 Income tax relating to items that may be reclassified to profit or loss (413,789) $\omega$ (114,006) 238.990 143,315 238,990 143.315 (114,006) (413,789) (1) Other comprehensive income $\mathbf{1}$ 519,252 3 776,382 1.448,562 Comprehensive income 4 1,142,154 $\overline{\mathbf{z}}$ 3 S Net income attributable to: Stockholders of parent S 561,764 3 501,294 3 1,409,387 3 1,268,434 3 36,098 71.494 Non-controlling interests 146,556 36,818 ÷. $\overline{\mathbf{3}}$ 3 537,392 3 633,258 1.555.943 1.305.252 3 s Comprehensive income attributable to: s 705,056 Stockholders of parent 491,024 3 4 1,062,631 2 1,380,844 3 Non-controlling interests 28,228 71,326 79,523 67.723 $\overline{2}$ 519.252 3 776,382 1.142.154 \$ 1,448,567 $\overline{\mathbf{3}}$ Earnings per share (note 6(r)): Basic earnings per share (NT dollars) Net income from continuing operations \$ 1 28 1.12 3.15 2.89 Net income from discontinued operations 0.03 0.06 0.02 1.28 1.15 3.21 2.91 Net income $\cdot$ s Diluted earnings per share (NT dollars) Net income from continuing operations \$ 1.27 1.11 3.12 2.85 0.03 0.06 Net income from discontinued operations 0.02 1.27 1.14 S 3.18 2.87 Net income |
For the three months ended September 30 | For the nine months ended September 30 | ||||
|---|---|---|---|---|---|---|
$\bar{z}$
Consolidated Statements of Changes in Equity
For the nine months ended September 30, 2016 and 2015
(expressed in thousands of New Taiwan dollars)
| Equity attributable to stockholders of parent | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Retained earnings | differences on Exchange |
||||||||||
| translation of foreign |
Unrealized | |||||||||||
| Common | collected Capital |
Capital | Legal | Special | Unappropriated retained |
operation's financial |
available-for-sale gains (losses) on |
Unearned employee |
controlling Non- |
|||
| stock | in advance | surplus | reserve | reserve | carnings | statements | financial assets | compensation | Total | interests | Total equity | |
| Balance on January 1, 2015 | \$4,346,578 | 38,903 | 673,543 | 456,853 | 97,300 | 3,132,488 | 422,382 | 707 | (18, 241) | 9,150,513 | 1,158,234 | 10,308,747 |
| Net income | 1,268,43 | 1,268,434 | 36,818 | 1,305,252 | ||||||||
| Other comprehensive income | 83,726 | 28,684 | 112,410 | 30,905 | 143,31 | |||||||
| Comprehensive income | 1,268,434 | 83,726 | 28.684 | $-1.380.844$ | 67,723 | 1,448,567 | ||||||
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve | 154,469 | (154, 469) | ||||||||||
| Cash dividends | (791, 107) | (791, 107) | (791, 107) | |||||||||
| Issuance of restricted stock | 30,000 | 91,693 | (121, 693) | |||||||||
| Amortization expense of restricted stock | 31,604 | 31,604 | 31,604 | |||||||||
| Retirement of restricted stock | (900) | (4,862) | 5,762 | |||||||||
| Compensation cost of share-based payment | 3,147 | 3,147 | 3,528 | |||||||||
| Exercise of employee stock options | 17,499 | 17,499 | 17,499 | |||||||||
| Issuance of common stock for employee stock options and abandonment | 36,459 | (32,996) | 16, 337 | |||||||||
| Changes in non-controlling interests | $\cdot$ | Н | 1.272.810 | 1.272.81 | ||||||||
| Balance on September 30, 2015 | $5 + 412.13$ | 电阻 | $-80,058$ | TETTE | 电子机 | 145.34 | $-506,108$ | 29.39 | $-0.02,568$ | 19, 192, 50 | 2.499.148 | ग्रिपेल |
| Balance on January 1, 2016 | 4,411,877 ú |
15,174 | 777,368 | 611,322 | 97,300 | 3,951,934 | 351,045 | 294,760 | (80, 399) | 10,430.38 | 2,486,204 | 12,916,58 |
| Net income | 1,409,387 | 1,409.387 | 146,556 | 1,555,94 | ||||||||
| Other comprehensive income | ⊣ | (5.5,96) | 229.209 | 1346.750 | (67,033) | (413.789 | ||||||
| Comprehensive income | 1,409,387 | (573,965 | 229.20 | 1.062.63 | $-23.523$ | 1,142,154 | ||||||
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve | 17,312 | (177, 312) | ||||||||||
| Cash dividends | (921, 933) | (92, 933) | (927, 933) | |||||||||
| Amortization expense of restricted stock | 35,929 | 35,929 | 35,929 | |||||||||
| Retirement of restricted stock | (3,850) | (6,349) | 10,199 | |||||||||
| Compensation cost of share-based payment | 1,861 | 1,861 | 264 | 2,659 | ||||||||
| Exercise of employee stock options | 16,073 | 16,073 | 16,073 | |||||||||
| Issuance of common stock for employee stock options | 21.307 | |||||||||||
| Balance on September 30, 2016 | S 4417.478 | $\frac{9}{4}$ | 12.056 284.936 |
$-33.63$ | $\frac{1}{2}$ | 1,256,076 | 121.910 | $-22.969$ | 134.21) | 10,618,942 | 2.566.525 | 11185.46 |
See accompanying notes to consolidated financial statements.
ł,
$\bar{\mathcal{A}}$
$\hat{\mathcal{A}}$
$\bar{z}$
PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the nine months ended September 30, 2016 and 2015 (expressed in thousands of New Taiwan dollars)
| For the nine months ended September 30 | ||
|---|---|---|
| 2016 | 2015 | |
| Cash flows from operating activities: | ||
| Income before income taxes from continuing operations | \$ 1,991,429 |
1,686,734 |
| Income before income taxes from discontinued operations | 202,982 | 50,847 |
| Income before income taxes | 2,194,411 | 1,737,581 |
| Adjustments: | ||
| Adjustments to reconcile (profit): | ||
| Depreciation and amortization | 1,231,025 | 1,069,445 |
| Losses related to inventories | 733,331 | 235.768 |
| Provision (reversal of provision) for bad debt allowance and sales returns | 61,119 | (2,002) |
| Gain on disposal of available-for-sale financial assets | (140, 969) | |
| Interest expenses | 91,983 | 119,963 |
| Interest income | (103, 892) | (137, 461) |
| Compensation cost of share-based payment | 38,588 | 35,132 |
| Other | 5,016 | 2,506 |
| 1,916,201 | 1,323,351 | |
| Changes in operating assets and liabilities: | ||
| Notes and accounts receivable | (958, 940) | (2,610,930) |
| Accounts receivable - related parties | (13, 830) | 7,385 |
| Other receivables – current and non-current | 272,878 | (106, 119) |
| Inventories | (275, 156) | (2, 288, 713) |
| Other current assets | (176, 211) | 79,562 |
| Financial assets at fair value through profit or loss | 18,041 | (95, 565) |
| Other | (109, 696) | 67,059 |
| Changes in operating assets | (1,242,914) | (4,947,321) |
| Notes and accounts payable | (2,009,472) | 3,427,459 |
| Salary payable | (228, 976) | 22,043 |
| Other payables | (166, 648) | 235,973 |
| Other current liabilities | 27,377 | 192,802 |
| Other | 4,476 | 57,079 |
| Changes in operating liabilities | (2,373,243) | 3,935,356 |
| Changes in operating assets and liabilities | (3,616,157) | (1,011,965) |
| Adjustments | (1,699,956) | 311,386 |
| Cash flows from operations | 494,455 | 2,048,967 |
| Interest received | 103,892 | 137,461 |
| Interest paid | (91, 933) | (54, 885) |
| Income taxes paid | (839,064) | (291, 478) |
| Net cash flows provided by (used in) operating activities | (332, 650) | 1,840,065 |
| Cash flows from investing activities: | ||
| Acquisition of subsidiary (minus cash acquired) | (39,041) | |
| Cash from non-current assets held for sale | (439, 531) | |
| Proceeds from disposal of available-for-sale financial assets | 220,270 | |
| Acquisition of property, plant and equipment | (683, 149) | (1,320,170) |
| Proceeds from disposal of property, plant and equipment | 48,707 | 38,264 |
| Acquisition of other deferred assets Other |
(37, 451) 27,968 |
(47, 728) 21,866 |
| Net cash flows used in investing activities Cash flows from financing activities: |
(863,186) | (1,346,809) |
| Increase in short-term borrowings | 1,909,114 | 1,635,710 |
| Decrease in long-term borrowings | (417, 568) | (202, 606) |
| Decrease in guarantee deposits | (5,668) | (54, 176) |
| Decrease in other payables – related parties | (63,994) | (21, 408) |
| Cash dividend | (927, 933) | (791, 107) |
| Exercise of employee stock options | 16,073 | 17,499 |
| Net cash flows provided by financing activities | 510,024 | 583,912 |
| Effect of foreign currency exchange translation | (236,982) | 58,154 |
| Net increase (decrease) in cash and cash equivalents | (922, 794) | 1,135,322 |
| Cash and cash equivalents at beginning of period | 7,623,380 | 6,814,023 |
| Cash and cash equivalents at end of period | \$ 6,700,586 |
7,949,345 |
See accompanying notes to consolidated financial statements.
PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2016 and 2015 (expressed in thousands of New Taiwan dollars unless otherwise specified)
(1) Organization
Primax Electronics Ltd. ("the Company"), formerly known as Hong Chuan Investments Ltd., was incorporated on March 20, 2006, and registered under the Ministry of Economic Affairs, ROC. The Company changed its name to Hong Chuan Electronics Ltd. and Primax Electronics Ltd. in October 2007 and February 2008, respectively. The address of the Company's registered office is No. 669, Ruey Kuang Road, Neihu, Taipei.
Primax Electronics Holdings, Ltd. (Primax Holdings, formerly known as Apple Holdings Ltd.) acquired all shares of the Company from YWAN PANG Management Limited on April 2, 2007. The investment was approved by the Investment Commission, Ministry of Economic Affairs. However, all shares of the Company were sold by Primax Holdings to its stockholders in October 2009.
Based on the resolution approved by the Company's board of directors on November 5, 2007, the Company resolved to acquire and merge with Primax Electronics Ltd. ("Primax", a listed company) on December 28, 2007. The Company is the surviving company, and Primax was dissolved upon completion of the merger.
The consolidated financial statements of the Company as at and for the years ended September 30, 2016, comprised the Company and subsidiaries (together referred to as "the Group"). The major business activities of the Group were the manufacture and sale of multi-function printers, scanners, digital camera modules, computer mice, keyboards, track pads, mobile phone accessories, consumer electronics products, shredders, amplifiers, speakers, audio systems and industrial automation parts. Please refer to note 13 for further information.
The Company's common shares were registered with the Financial Supervisory Commission, ROC ("FSC") on June 22, 2012, and listed on the Taiwan Stock Exchange ("TWSE") on October 5, 2012.
(2) Financial Statements Authorization Date and Authorization Process
The consolidated financial statements were authorized for issuance by the board of directors on November 10, 2016.
(3) New Standards and Interpretations Not Yet Adopted
(a) Impact of the International Financial Reporting Standards ("IFRSs") endorsed by the Financial Supervisory Commissions R.O.C. ("FSC") but not yet in effect
PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
According to the Ruling No. 1050026834 issued on July 18, 2016, by the FSC, public entities are required to conform to the IFRSs which were issued by the International Accounting Standards Board (IASB) before January 1, 2016, and were endorsed by the FSC on January 1, 2017 (excluding IFRS 9 "Financial Instruments", IFRS 15 "Revenue from Contracts with Customers", and others which have yet to be approved by the FSC in order for them to take effect) in preparing their financial statements. The related new standards, interpretations and amendments are as follows:
| Effective date | |
|---|---|
| New, Revised or Amended Standards and Interpretations | per IASB |
| Amendments to IFRS 10, IFRS 12 and IAS 28 "Investment Entities: | January 1, 2016 |
| Applying the Consolidation Exception" | |
| Amendments to IFRS 11 "Accounting for Acquisitions of Interests in | January 1, 2016 |
| Joint Operations" | |
| IFRS 14 "Regulatory Deferral Accounts" | January 1, 2016 |
| Amendment to IAS 1 "Disclosure Initiative" | January 1, 2016 |
| Amendments to IAS 16 and IAS 38 "Clarification of Acceptable | January 1, 2016 |
| Methods of Depreciation and Amortization" | |
| Amendments to IAS 16 and IAS 41 "Agriculture: Bearer Plants" | January 1, 2016 |
| Amendments to IAS 19 "Defined Benefit Plans: Employee | July 1, 2014 |
| Contributions" | |
| Amendment to IAS 27 "Equity Method in Separate Financial | January 1, 2016 |
| Statements" | |
| Amendments to IAS 36 "Recoverable Amount Disclosures for | January 1, 2014 |
| Non-Financial Assets" | |
| Amendments to IAS 39 "Novation of Derivatives and Continuation of | January 1, 2014 |
| Hedge Accounting" | |
| Annual improvements cycles 2010-2012 and 2011-2013 | July 1, 2014 |
| Annual improvements cycle 2012-2014 | January 1, 2016 |
| IFRIC 21 "Levies" | January 1, 2014 |
The Group assessed that the initial application of the above IFRSs would not have any material impact on the consolidated financial statements.
Notes to Consolidated Financial Statements
(b) Newly released or amended standards and interpretations not yet endorsed by the FSC
A summary of the new standards and amendments issued by the IASB but not yet endorsed by the FSC as of the end of reporting date is as follows:
| Effective date | |
|---|---|
| New, Revised or Amended Standards and Interpretations | per IASB |
| IFRS 9 "Financial Instruments" | January 1, 2018 |
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets | Effective date to be |
| Between an Investor and Its Associate or Joint Venture" | determined by IASB |
| IFRS 15 "Revenue from Contracts with Customers" | January 1, 2018 |
| IFRS 16 "Leases" | January 1, 2019 |
| Amendment to IFRS 2 "Clarifications of classification and measurement | January 1, 2018 |
| of share-based payment transactions" | |
| Amendment to IFRS 15 "Clarifications of IFRS 15" | January 1, 2018 |
| Amendment to IAS 7 "Disclosure Initiative" | January 1, 2017 |
| Amendment to IAS 12 "Recognition of Deferred Tax Assets for | January 1, 2017 |
| Unrealized Losses" |
The Group is still currently determining the potential impact of the standards listed below:
| Issuance / Release Dates |
Standards or Interpretations |
Content of amendment |
|---|---|---|
| May 28, 2014 April 12, 2016 |
IFRS 15 "Revenue from Contracts with Customers" |
IFRS 15 establishes a five-step model for recognizing revenue that applies to all contracts with customers, and will supersede IAS 18 "Revenue," IAS 11 "Construction Contracts," and a number of revenue-related interpretations. Final amendments issued on April 12, $2016$ , clarify how to $(i)$ identify performance obligations in a contract; (ii) determine whether a company is a principal or an agent; |
$\boldsymbol{4}$
$\ddot{\phantom{a}}$
Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
| Issuance / Release | Standards or | |
|---|---|---|
| Dates | Interpretations | Content of amendment |
| (iii) account for a license for intellectual property (IP); and (iv) apply transition requirements. |
||
| November 19, 2013 July 24, 2014 |
IFRS 9 "Financial Instruments" |
The standard will replace IAS 39 "Financial Instruments: Recognition and Measurement", and the main amendments are as follows: |
| Classification and measurement: Financial assets are measured at amortized cost, fair value through profit or loss, or fair value through other comprehensive income, based on both the entity's business model for managing the financial assets and the financial assets' contractual cash flow characteristics. Financial liabilities are measured at amortized cost or fair value through profit or loss. Furthermore, there is a requirement that "own credit risk" adjustments be measured at fair value through other comprehensive income. |
||
| Impairment: The expected credit loss model is used to evaluate impairment. |
||
| Hedge accounting: Hedge accounting is more closely aligned with risk management activities, and hedge effectiveness is measured based on the hedge ratio. |
Notes to Consolidated Financial Statements
| Issuance / Release | Standards or | |
|---|---|---|
| Dates | Interpretations | Content of amendment |
| January 13, 2016 | IFRS 16 "Leases" | The new standard of accounting for lease is amended as follows: |
| • For a contract that is, or contains, a lease, the lessee shall recognize a right-of-use asset and a lease liability in the balance sheet. In the statement of profit or loss and other comprehensive income, a lessee shall present interest expense on the lease liability separately from the depreciation charge for the right-of use asset during the lease term. |
||
| A lessor classifies a lease as either a finance lease or an operating lease, and therefore, the accounting remains similar to IAS 17. |
||
| January 19, 2016 | Amendments to IAS 12 "Recognition of Deferred Tax Assets for Unrealized Losses" |
The objective of this project is to clarify the accounting for deferred tax assets for unrealized losses on debt instruments measured at fair value. It clarifies that taxable profit excluding tax deductions' used for assessing the utilization of deductible temporary differences is different from taxable profit on which income taxes are payable. |
| January 29, 2016 | Amendments to IAS 7 "Disclosure Initiative" |
The amendments will require entities to provide disclosures that enable investors to evaluate changes in liabilities arising from financing activities, including changes arising from cash flows and non-cash changes. |
The Group is evaluating the impact on its financial position and financial performance upon the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Group completes its evaluation.
(Continued)
$\overline{5}$
6
Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(4) Summary of Significant Accounting Policies
(a) Statement of compliance
These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers ("the Regulations") and the guidelines of IAS 34 Interim Financial Reporting, which were endorsed by the FSC. These consolidated financial statements do not include all of the information required by the International Financial Reporting Standards, the International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the FSC ("the IFRS endorsed by the FSC") for the annual financial statements.
Except as described in the following paragraph, the significant accounting policies adopted in the preparation of the consolidated financial statements are applied consistently with those of the consolidated financial statements for the year ended December 31, 2015. For other related information, please refer to Note (4) of the consolidated financial statements for the year ended December 31, 2015.
- (b) Basis of consolidation
-
- Except as described in the following paragraph, the principles of preparation of the consolidated financial statements are consistent with the consolidated financial statements for the year ended December 31, 2015. Please refer to note $4(c)$ of the consolidated financial statements for the year ended December 31, 2015 for further information.
-
- List of subsidiaries in the consolidated financial statements
The consolidated financial statements comprise the Company and its subsidiaries. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its control over the entity.
The details of the subsidiaries included in the consolidated financial statements are as follows:
| Name of | Name of | Principal | Percentage of shareholding | |||
|---|---|---|---|---|---|---|
| investor | subsidiarv | activities | 2016 | September 30. December 31, 2015 |
September 30, 2015 |
Description |
| The Company | Primax Industries (Cayman Holding) Ltd. (Primax Cayman) |
Holding company | 100.00% | 100.00% | 100.00% | |
| The Company | Primax Technology (Cayman Holding) Ltd. (Primax Tech.) |
Holding company | 100.00% | 100.00% | 100.00% |
Notes to Consolidated Financial Statements
| Name of | Name of | Principal | Percentage of shareholding | |||
|---|---|---|---|---|---|---|
| September 30, December 31, | September 30, | |||||
| investor | subsidiary | activities | 2016 | 2015 | 2015 | Description |
| The Company | Destiny Technology Holding Co., Ltd. (Destiny BVI.) |
Holding company | 100.00% | 100.00% | 100.00% | |
| The Company | Primax Destiny Co., Ltd. Market development and (Destiny Japan) |
customer service | 100.00% | 100.00% | 100.00% | |
| The Company | Primax Electronics Korea Market development and Co., Ltd. (Primax Korea) |
customer service | 100.00% | 100.00% | Primax Korea was closed and finished the liquidation process in March 2016 |
|
| The Company | Diamond (Cayman) Holdings Ltd. (Diamond) |
Holding company | 100.00% | 100.00% | 100,00% | |
| The Company | (Gratus Tech.) | Gratus Technology Corp. Market development and customer service |
100.00% | 100.00% | 100.00% | |
| The Company | Global TEK Fabrication Co., Ltd. (Global TEK) |
Manufacture and sale of sophisticated machinery components, automotive parts, industrial automation parts, communication parts and aerospace components |
30.00% | 30,00% | 30.00% | (note 2 & 3) |
| Kong) Ltd. (Primax HK) |
Primax Cayman Primax Industries (Hong Export and import trading | 100.00% | 100.00% | 100.00% | ||
| Diamond | Tymphany Worldwide Enterprises Ltd. (TWEL) |
Holding company | 70.00% | 70.00% | 70.00% | (note 1) |
| Global TEK | Global TEK Co., Ltd. (GT) |
Manufacture of sophisticated machinery components and automotive parts |
100.00% | 100.00% | 100.00% | (note 2 & 3) |
| Global TEK | Global TEK Fabrication Co., Ltd. (Samoa) $(GTF-S)$ |
Holding company | 100.00% | 100.00% | 100.00% | (note 2 & 3) |
| Primax Tech. | Primax HK and Dongguan Primax Electronic & Telecommunication Products Ltd. (PCH2) |
Manufacture of multifunctional peripherals, computer mice, mobile phone accessories, consumer electronics products, and shredders |
100.00% | 100.00% | 100.00% | |
| Primax HK | Primax Electronics (KS) Corp., Ltd. (PKS1) |
Manufacture of computer, peripherals and keyboards |
100.00% | 100.00% | 100.00% | |
| Primax HK | Primax Electronics (Chongqing) Corp., Ltd. (PCQ1) |
Manufacture of computer peripherals and keyboards |
100.00% | 100.00% | 100.00% |
$\bf{8}$
L.
Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
| Name of | Name of | Principal | Percentage of shareholding | |||
|---|---|---|---|---|---|---|
| investor | subsidiary | activities | 2016 | September 30, December 31, 2015 |
September 30, 2015 |
Description |
| Primax Tech. | Polaris Electronics Inc. (Polaris) |
Sale of multi-function printers and computer peripheral devices |
100.00% | 100.00% | 100.00% | |
| Destiny BVI. | (Destiny Beijing) | Destiny Electronic Corp. Research and development of computer peripheral devices and software |
100.00% | 100.00% | 100.00% | |
| TWEL | Tymphany HK Ltd. (TYM HK) |
Sale of audio accessories. amplifiers and their components |
100.00% | 100.00% | 100.00% | (note 1) |
| TWEL | TYP Enterprises, Inc. (TYP) |
Market development and customer service of amplifiers and their components |
100.00% | 100.00% | 100.00% | (note 1) |
| TYM HK | Premium Loudspeakers (Hui Zhou) Co., Ltd. (Premium Hui Zhou) |
Manufacture, research and development, design, and sale of audio accessories, amplifiers and their components |
100.00% | 100.00% | 100.00% | (note 1) |
| TYM HK | Tymphany Australia Pty Ltd. (TYM Australia) |
Research and development, design, and sale of audio accessories, amplifiers and their components |
100.00% | TYM Australia was closed and finished the liquidation process in August 2015 |
||
| TYM HK | TYMPHANY LOGISITCS, INC. (TYML) |
Sale of audio accessories, amplifiers and their components |
100.00% | 100.00% | 100.00% | TYML was incorporated in May 2015 |
| TYM HK | Dongguan Tymphany (Tymphany Dongguan) |
Manufacture, research and Acoustic Technology Co., development, design, and sale of audio accessories. amplifiers and their components |
100.00% | 100.00% | 100.00% | Tymphany Dongguan was incorporated in September 2015 |
| GT | GP Tech, Inc. (GP) | Sale of automotive parts, industrial automation parts, communication parts and aerospace components |
100.00% | 100.00% | 100.00% | (note 2 & 3) |
| GTF-S | Global TEK Fabrication Co., Ltd. (HK) (GTF-HK) |
Holding company | 100.00% | 100.00% | 100.00% | (note 2 & 3) |
| GTF-S | Global TEK Co., Ltd. (Samoa) (GTS) |
Holding company | 100.00% | 100.00% | 100.00% | (note 2 & 3) |
| GTF-HK | WUXI GLOBAL TEK FABRICATION CO., LTD. (WUXI GLOBAL TEK) |
Manufacture of sophisticated machinery components |
100.00% | 100.00% | 100.00% | (note 2 & 3) |
| GTS | GLOBAL TEK (XI' AN) CO., LTD. (GLOBAL TEK XI' AN) |
Manufacture of industrial automation parts, communication parts and aerospace components |
100.00% | 100.00% | 100.00% | (note 2 & 3) |
$\boldsymbol{Q}$
Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
| Name of | Name of | Principal | Percentage of shareholding | |||
|---|---|---|---|---|---|---|
| investor | subsidiarv | activities | September 30, December 31, 2016 |
2015 | September 30. 2015 |
Description |
| GLOBAL TEK | GTS and WUXI GLOBAL TEK CO. (WUXI), LTD. (GLOBAL sophisticated machinery TEK WUXI) |
Manufacture of components and automotive parts |
100.00% | 100.00% | 100.00% | (note 2 & 3) |
- Note 1: TWEL was incorporated in October 2013, acquiring all shares of TYM HK by issuing new common stock. The Company acquired 70% of the shares of TWEL by cash through its subsidiary Diamond on January 10, 2014. Therefore, the Company indirectly acquired all shares of TWEL's subsidiaries, and included them in the consolidated financial statements from the same date.
- Note 2: The Company acquired 30% of the shares of Global TEK by cash on January 5, 2015. Therefore, the Company indirectly acquired all shares of Global TEK's subsidiaries. The Company has control over its relevant activities by acquiring more than 50% of the board of directors' voting rights based on the resolution of its interim meeting of shareholders held on February 13, 2015. The Company included all Global TEK's subsidiaries in the consolidated financial statements from the same date. Before the Company has control, investments in subsidiaries are accounted for using the equity method.
- Note 3: The Board resolved to dispose 20% of the shares of Global TEK on June 21 and September 21, 2016. The transaction has been settled on October 13, 2016, and the Company lost control over Global TEK on the same date.
- (c) Non-current assets held for sale and discontinued operations
-
- Non-current assets held for sale
Non-current assets or disposal groups comprising assets and liabilities that are expected to be recovered primarily through sale or distribution rather than through continuing use are reclassified as held for sale or held for distribution to owners. Non-current assets or disposal group under this classification must be available for instant sale, which is highly probable within a year, under current condition. The assets or components of a disposal group are re-measured in accordance with the Group's accounting policies before classifying them as held for sale or held for distribution to owners. Thereafter, generally, the assets or disposal groups are measured at the lower of their carrying amount and fair value, less, costs to sell.
Any impairment loss on a disposal group will first be allocated to goodwill, and then the remaining assets and liabilities will be apportioned on a pro rata basis, except that no loss is allocated to assets not within the scope of IAS 36 – Impairment of Assets. Such assets will continue to be measured in accordance with the Group's accounting policies. Impairment losses on assets initially classified as held for sale or held for distribution to owners and any subsequent gains or losses on re-measurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.
When the assets classified as held for sale or held for distribution to owners are intangible assets or property, plant and equipment, they are no longer amortized or depreciated, and any equity-accounted investee is no longer equity accounted.
10
Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
2. Discontinued operations
A discontinued operation is a component, which is a single operating line or area, disposed or available for sale of the Group or a subsidiary acquired for resale. An operation will be classified as a discontinued operation upon disposal or when the operation meets the criteria to be classified as held for sale or held for distribution to owners, whichever comes first. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is re-presented as if the operation had been discontinued from the beginning of the comparative year. Therefore, the Group restates the comparative periods in the consolidated statements of comprehensive income.
(d) Income taxes
Tax expense in the financial statements is measured and disclosed according to paragraph B12 of IAS 34 "Interim Financial Reporting".
Income tax expense for the period is best estimated by multiplying the profit before tax for the reporting period by the effective annual tax rate as forecasted by the management. This should be recognized fully as tax expense for the current period.
If tax expense is recognized directly in equity or other comprehensive income, temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases shall be measured based on the effective tax rate at the time, of realization or liquidation.
(e) Employee benefits
Pension cost for the 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 curtailments, settlements, or other significant one-off events.
(5) Significant Accounting Assumptions and Judgments, and Major Sources of Estimation Uncertainty
The preparation of the consolidated financial statements in conformity with IAS 34 Interim Financial Reporting endorsed by the FSC requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.
In the preparation of this consolidated financial statements, the major sources of significant accounting assumptions, judgments and estimation uncertainty are consistent with note 5 of the consolidated financial statements for the year ended December 31, 2015.
Notes to Consolidated Financial Statements
(6) Explanation of Significant Accounts
Except as described on the following paragraphs, there were no significant change between the explanations on the significant accounts and those of the consolidated financial statements for the year ended December 31, 2015. Please refer to note 6 of the consolidated financial statements for the year ended December 31, 2015 for further information.
(a) Cash and cash equivalents
| 2016 | 2015 | September 30, December 31, September 30, 2015 |
|
|---|---|---|---|
| Cash on hand Checking accounts and demand deposits |
3.169 2,076,992 |
4.097 2,939,622 |
4,100 2,719,884 |
| Time deposits | 4,620,425 | 4,679,661 | 5,225,361 |
| 6,700,586 | 7,623,380 | 7,949,345 |
Please refer to note 6(w) for the currency risk and the interest rate risk of the Group's cash and cash equivalents.
(b) Financial assets and liabilities at fair value through profit or loss
- The fair value of financial instruments was as follows:
| September 30, December 31, September 30, 2016 |
2015 | 2015 | |
|---|---|---|---|
| Financial assets at fair value through profit or | |||
| loss – current: | |||
| Non-derivative financial assets: | |||
| Open-ended funds | S | 969 | .20. |
| Derivative financial assets: | |||
| Forward exchange contracts | \$ 57,895 |
87,748 | 190,887 |
| Foreign exchange swap contracts | 11.778 | 963 | |
| S 69.673 |
87.748 | 191.850 | |
| Financial liabilities at fair value through profit | |||
| or loss – current: | |||
| Derivative financial liabilities: | |||
| Forward exchange contracts | \$ (57,720) |
(60, 105) | (139, 528) |
| Foreign exchange swap contracts | (2.858) | (496) | |
| S (60.578) |
(60.105) | 40.024 |
$12$
Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$
$\bar{z}$
- The Group held the following derivative financial instruments not designated as hedging instruments presented as held-for-trading financial assets as of September 30, 2016, and December 31 and September 30, 2015:
| September 30, 2016 | |||
|---|---|---|---|
| Derivative financial instruments |
Nominal amount | Maturity date | Predetermined rate |
| Forward exchange contracts - USD 371,000 thousand October 3, 2016~ buy USD / sell TWD |
December 28, 2016 | 31.053~31.965 | |
| Forward exchange contracts - USD 262,000 thousand buy TWD / sell USD |
October 3, 2016 $\sim$ December 28, 2016 |
31.204~32.005 | |
| Forward exchange swap contracts – swap in TWD / swap out USD |
USD 109,000 thousand November 4, 2016 $\sim$ | December 28, 2016 | 31.192~31.654 |
| $D$ . | December 31, 2015 |
| Derivative financial instruments |
Nominal amount | Maturity date | Predetermined rate |
|---|---|---|---|
| Forward exchange contracts - USD 205,000 thousand January 7, 2016~ | 32.754~32.892 | ||
| buy USD / sell TWD Forward exchange contracts - USD 205,000 thousand |
February 26, 2016 January 7, 2016~ |
32.802~33.010 | |
| buy TWD / sell USD | February 26, 2016 | ||
| Forward exchange contracts $-$ USD 63,500 thousand buy USD / sell CNY |
January 4, 2016~ May 19, 2016 |
6.4115~6.5934 | |
| Forward exchange contracts - USD 40,000 thousand buy CNY / sell USD |
January 19, 2016 | 6.6380 | |
| Foreign exchange contracts $-$ USD buy JPY / sell USD |
516 thousand January 25, 2016 | 120.75~122.40 |
| September 30, 2015 | |||
|---|---|---|---|
| Derivative financial instruments |
Nominal amount | Maturity date | Predetermined rate |
| Forward exchange contracts $-$ USD 145,000 thousand October 5, 2015 $\sim$ buy USD / sell TWD |
November 17, 2015 | 32.187~33.029 | |
| Forward exchange contracts $-$ USD 155,000 thousand October 5, 2015 $\sim$ buy TWD / sell USD |
November 17, 2015 | 32.325~33.203 | |
| Forward exchange contracts - USD 125,000 thousand buy USD / sell CNY |
October 16, 2015 $\sim$ January 19, 2016 |
$6.452 - 6.5208$ | |
| Forward exchange contracts - USD 125,000 thousand buy CNY / sell USD |
October 16, 2015~ January 19, 2016 |
$6.494 - 6.638$ | |
| Forward exchange contracts $-$ EUR buy TWD / sell EUR |
300 thousand October 20, 2015 | 35.825 | |
| Foreign exchange swap contracts - swap in USD / swap out TWD |
USD. | 10,000 thousand November 16, 2015 | 33.027 |
| Foreign exchange swap contracts - swap in TWD / swap out USD |
USD | 800 thousand October 1, 2015 | 32.508 |
-
- Please refer to note 6(w) for the liquidity risk of the Group's financial instruments.
-
- The Group did not provide any of the aforementioned financial assets at fair value through profit or loss - current as collateral.
- (c) Available-for-sale financial assets non-current
| 2016 | 2015 | September 30, December 31, September 30, 2015 |
|
|---|---|---|---|
| Stocks listed in domestic markets | 705,299 | 551,600 | |
| Stocks unlisted in domestic markets | 12.017 | 16.297 | 302,497 |
| Stocks unlisted in foreign markets | 13.487 | 16,533 | 16,564 |
| 730.803 | 584.430 | 319.061 |
- In the second quarter of 2016, the Group sold 841 thousand shares of Nien Made Enterprise Co., Ltd. for \$220,270. The gain on disposal which was recognized as other gains and losses, amounted to \$140,969, deducting the cost of \$79,301.
Notes to Consolidated Financial Statements
- The unrealized gains and losses were recognized as unrealized gains and losses on available-for-sale financial assets. Details were as follows:
| For the three months | For the nine months | |||||
|---|---|---|---|---|---|---|
| ended September 30 | ended September 30 | |||||
| 2016 | 2015 | 2016 | 2015 | |||
| Unrealized gains (losses) | 184.984 | 5.475 | 229,209 | 28,684 |
-
- The Group did not provide any of the aforementioned available-for-sale financial assets as collateral.
- (d) Notes and accounts receivable, and other receivables (including related parties)
÷.
| 2016 | 2015 | September 30, December 31, September 30, 2015 |
||
|---|---|---|---|---|
| Notes receivable | S | 8,977 | 134,860 | 53,774 |
| Accounts receivable | 14,703,279 | 14,353,936 | 13,690,695 | |
| Accounts receivable – related parties | 68,825 | 54,995 | 53,196 | |
| Other receivables | 108,783 | 462,242 | 489,888 | |
| Less: allowance for doubtful accounts | (69, 243) | (29, 247) | (25,702) | |
| allowance for sales returns and discounts | (50, 342) | (34, 927) | (37, 153) | |
| S 14,770,279 | 14.941.859 | 14,224,698 |
-
- The Group did not provide any of the aforementioned notes and accounts receivable, and other receivables (including related parties) as collateral.
-
- Please refer to note 6(w) for changes in the allowance for doubtful accounts and the credit risk and currency risk.
$\sim$
14
- The Company entered into agreements with banks to sell its accounts receivable without recourse. According to the agreements, within the limit of its credit facilities, the Company does not need to guarantee the capability of its customers to pay for reasons other than commercial disputes when transferring its accounts receivable. The Company receives partial advances upon sales of accounts receivable and pays interest calculated based on the interest rates agreed for the period through the collection of the accounts receivable. The remaining amounts are received upon the collection of the accounts receivable, and are recorded as other receivables. In addition, the Company shall pay handling charges based on a fixed rate. As of September 30, 2016, and December 31 and September 30, 2015, the details of transferred accounts receivable which conformed to the criteria for derecognition were as follows:
| September 30, 2016 | |||||||
|---|---|---|---|---|---|---|---|
| Buver | Amount sold NTS |
Credit facilities US\$ (expressed in thousands) |
Cash received in advance NT\$ |
Interest rate | Guarantee (promissory note) expressed in thousands |
Amount derecognized NTS |
Amount not received |
| Mega International \$ Commercial Bank |
20.000 | US\$ 5,000 |
|||||
| HSBC Bank Bank of Taiwan |
S | 64.400 26,000 110,400 |
USS 58,000 772,200 NT\$ |
||||
| December 31, 2015 | |||||||
| Buyer | Amount sold NTS |
Credit facilities US\$ (expressed in thousands) |
Cash received in advance NTS |
Interest rate | Guarantee (promissory note) expressed in thousands |
Amount derecognized NT\$ |
Amount not received |
| Mega International \$ Commercial Bank |
25,000 | 7,000 US\$ |
|||||
| HSBC Bank Bank of Taiwan |
\$ | 64.400 26.000 115,400 |
$\sim$ | USS 58,000 NT S 725,400 |
|||
| Septebmer 30, 2015 | |||||||
| Buyer | Amount sold NTS |
Credit facilities USS (expressed in thousands) |
Cash received in advance NTS |
Interest rate | Guarantee (promissory note) expressed in thousands |
Amount derecognized NT S |
Amount not received |
| Mega International \$ | 25,000 | 7,000 USS |
|||||
| Commercial Bank HSBC Bank Bank of Taiwan |
623,846 623,846 S |
64,400 26.000 115.400 |
561,461 561.461 |
0.97%~1.14% | 58,000 USS NT\$ 725,400 |
561,461 561.461 |
62,385 62,385 |
- Please refer to note 9 for guarantee notes provided by the Company to sell its accounts receivable.
Notes to Consolidated Financial Statements
(e) Inventories
| September 30, December 31, September 30, 2016 |
2015 | 2015 | |
|---|---|---|---|
| Raw materials Semi-finished goods and work in process Finished goods and merchandise |
1,551,115 1,368,635 3,529,729 S 6,449,479 |
1,465,472 1,488,325 4,396,812 7,350,609 |
1,972,834 2,180,421 3,141,178 7.294.433 |
The Group did not provide any of the aforementioned inventories as collateral.
The Group recognized the following items as cost of goods sold from continuing operations:
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Additional losses on inventory valuation Unallocated manufacturing overhead resulting from the actual production being lower than |
\$(143, 496) | (111, 477) | (602,711) | (90, 376) | |
| the normal capacity | (33,994) | (16, 142) | (115,070) | (55, 516) | |
| Losses on disposal of inventories | (2,990) | (19, 737) | (87, 239) | ||
| Gain (losses) on physical inventories, net | 2,351 | (1,025) | 4,187 | (1,064) | |
| (175, 139) | (131.634) | 733.331 | (234, 195) |
16
PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(f) Non-current assets held for sale
The Group resolved to dispose parts of the shares of Global TEK during the directors' meeting held on June 21, 2016, and started the selling progress. The said shares were sold on October 3, 2016. Please refer to note 11. Details of assets and liabilities held for sale as of September 30, 2016 were as follows:
| September 30, 2016 | ||
|---|---|---|
| Current assets: | ||
| Cash and cash equivalents | S | 439,531 |
| Financial assets at fair value through profit or loss - current | 1,003 | |
| Notes and accounts receivable, net | 729,772 | |
| Other receivables | 80,610 | |
| Inventories, net | 442,955 | |
| Other current assets | 108,397 | |
| 1,802,268 | ||
| Non-current assets: | ||
| Property, plant and equipment | 1,209,963 | |
| Intangible assets | 515,368 | |
| Deferred tax assets | 34,145 | |
| Long-term prepaid rent | 72,263 | |
| Other non-current assets | 26,440 | |
| 1,858,179 | ||
| Reclassified as assets held for sale | \$ | 3,660,447 |
| Current liabilities: | ||
| Short-term borrowings | \$ | 367,475 |
| Notes and accounts payable | 556,651 | |
| Other payables | 309,682 | |
| Other current liabilities | 13,641 | |
| Current portion of long-term borrowings | 74,810 | |
| 1,322,259 | ||
| Non-current liabilities: | ||
| Long-term borrowings | 250,665 | |
| Deferred tax liabilities | 131,545 | |
| Other non-current liabilities | 6,403 | |
| 388,613 | ||
| Reclassified as liabilities held for sale | S | 1.710.872 |
Reclassification of group held for sale is not retroactive on the reporting date; therefore, the comparative periods are not restated. Please refer to note 12(b) for the operating results and cash flows from discontinued operations.
Notes to Consolidated Financial Statements
(g) Details of subsidiaries that have material non-controlling interests
Details of subsidiaries that have material non-controlling interests were as follows:
| Name of subsidiary | Principal Place of Business/Registered Country |
Proportion of Ownership and Voting Rights Held by Non-controlling Interests |
September 30, December 31, September 30, | |
|---|---|---|---|---|
| 2016 | 2015 | 2015 | ||
| TWEL and its subsidiaries |
Hong Kong and China/Cayman Is. |
30% | 30% | 30% |
| Global TEK and its subsidiaries |
Taiwan and China/Taiwan | 70% | 70% | 70% |
Summarized financial information in respect of each of the Group's subsidiaries that has material non-controlling interests is set out below. The summarized financial information prepared in accordance with the IFRSs endorsed by the FSC reflects the adjustments of fair value and differences in accounting policies. It represents amounts before intragroup eliminations.
- TWEL and its subsidiaries:
| 2016 | 2015 | September 30, December 31, September 30, 2015 |
||
|---|---|---|---|---|
| Current assets | S | 3,928,615 | 4,380,696 | 2,927,090 |
| Non-current assets | 3,122,470 | 3,126,982 | 3,109,549 | |
| Current liabilities | (2,843,118) | (3,440,368) | (1,983,809) | |
| Non-current liabilities | (221, 183) | (97, 340) | (101, 871) | |
| Net assets | \$3.986,784 | 3,969,970 | 3,950,959 | |
| Non-controlling interests | .196.035 | .190.991 | .185.288 |
| ended September 30 | For the nine months ended September 30 |
|||
|---|---|---|---|---|
| 2016 2016 2015 |
2015 | |||
| 2,163,868 1,701,532 5,680,021 Operating revenue S |
3,964,130 | |||
| S 70,276 5,480 96,779 Net income |
45,469 | |||
| (40,482) Other comprehensive income (loss) 61,305 (82, 626) |
43,437 | |||
| Comprehensive income 29,794 66,785 14.153 S. |
88,906 | |||
| Net income attributable to non-controlling $$ -21,083$ 1,643 29.034 interests |
13,640 | |||
| Comprehensive income attributable to non-controlling interests 20.035 $$ -8,938$ 4,246 |
26,672 | |||
| 105,853 (592, 821) \$. 559,813 Cash flows from operating activities |
6,026 | |||
| (125, 396) (61,989) (200, 042) Cash flows from investing activities |
(85,299) | |||
| (361) (430) Cash flows from financing activities (669) |
10,047 | |||
| Effect of foreign currency exchange translation (29, 633) 56,742 (60, 408) |
42,216 | |||
| Net increase (decrease) in cash and cash 853.940) equivalents S (49, 537) 554.136 |
(27.010) | |||
| Dividends paid to non-controlling interests |
- Global TEK and its subsidiaries
| September 30, December 31, September 30, 2016 |
2015 | 2015 | |
|---|---|---|---|
| Current assets | 1,802,268 | 1,447,425 | 1,522,914 |
| Non-current assets | 1,858,179 | 1,805,801 | 1,877,293 |
| Current liabilities | (1,322,259) | (994, 338) | (1,084,426) |
| Non-current liabilities | (388, 613) | (408, 586) | (438, 837) |
| Net assets | \$1,949,575 | 1.850.302 | 1,876,944 |
| Non-controlling interests | \$1,370,490 | 295,213, | 1.313.860 |
Notes to Consolidated Financial Statements
| For the three months ended September 30 |
For the nine months ended September 30 |
|||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||
| Operating revenue Net income Other comprehensive income (loss) Comprehensive income |
S S. |
613,236 50,411 (31.121) 19.290 |
562.205 49,221 24,052 73.273 |
1,878,077 146,284 (47,012) 99,272 |
1,475,753 33,111 25,533 58,644 |
|
| Net income attributable to non-controlling interests |
$$ -50,411$ | 34,455 | 117,522 | 23,178 | ||
| Comprehensive income attributable to non-controlling interests |
S | 19.290 | 51.291 | 75.277 | 41,051 | |
| Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Effect of foreign currency exchange translation |
S | 55,683 (38, 866) 128,964 (29, 105) |
41,979 (65, 043) 31,516 (7, 288) |
266,018 (157, 523) 102,080 (49,606) |
70,284 (173, 562) (186, 460) 12,960 |
|
| Net increase (decrease) in cash and cash equivalents Dividends paid to non-controlling interests |
S. \$ |
116,676 | 1.164 | 60,969 | 276,778) |
(h) Property, plant and equipment
$\mathcal{A}^{\mathcal{A}}$
The cost, depreciation, and impairment loss of the property, plant and equipment of the Group for the nine months ended September 30, 2016 and 2015, were as follows:
| Land | Buildings. leasehold improvement, and additional equipment |
Machinery and equipment |
Office and other equipment |
Construction in progress and testing equipment |
Government grants |
Total | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cost or deemed cost: | ||||||||||
| Balance on January 1, 2016 | S. | 284,973 | 4,145,565 | 6,578,407 | 680,211 | 503,242 | (12, 731) | 12,179,667 | ||
| Additions | 35,631 | 287,320 | 29,869 | 722,543 | 1,075,363 | |||||
| Disposals | (65, 505) | (423, 858) | (26, 198) | (515, 561) | ||||||
| Reclassifications | 111,822 | 325,418 | 455,865 | (15, 126) | (736,898) | (4, 813) | 136,268 | |||
| Reclassifications to assets held for sale | (262,096) | (424, 878) | (767, 431) | (159, 034) | (128,330) | (1,741,769) | ||||
| Effect of movements in exchange rates | (295,037) | (488.285) | (44, 758) | (30, 115) | 1,104 | (857.091) | ||||
| Balance on September 30, 2016 | S 134,699 | 3.721.194 | 5,642,018 | 464,964 | 330,442 | (16.440) | 10,276,877 | |||
| Balance on January 1, 2015 | 22,879 | 3,062,153 | 4,741,057 | 578,964 | 779,029 | (12, 911) | 9,171,171 | |||
| Additions | 13,032 | 477,975 | 33,796 | 1,613,565 | 2,138,368 | |||||
| Disposals | (28, 261) | (156, 052) | (19,903) | (204, 216) | ||||||
| Acquisition from business combination | 174,276 | 278,206 | 333,876 | 72,676 | 124,127 | 983.161 | ||||
| Reclassifications | 49.329 | 862,735 | (2,103) | (971, 837) | (61, 876) | |||||
| Effect of movements in exchange rates | 19,572 | 107,516 | 8,008 | (12,577) | (109) | 122,410 | ||||
| Balance on September 30, 2015 | 197,155 | 3,394,031 | 6,367,107 | 671,438 | ,532,307 | (13.020) | 12,149,018 |
Notes to Consolidated Financial Statements
| Land | Buildings, leasehold improvement, and additional equipment |
Machinery and equipment |
Office and other equipment |
Construction in progress and testing equipment |
Government grants |
Total | |
|---|---|---|---|---|---|---|---|
| Depreciation and impairments loss: | |||||||
| Balance on January 1, 2016 | s | 1,737,377 | 3,718,475 | 449,371 | (9, 579) | 5,895,644 | |
| Depreciation | 177,042 | 848,556 | 56,864 | (2, 881) | 1,079,581 | ||
| Disposals | (62, 530) | (376, 322) | (23,003) | (461, 855) | |||
| Reclassifications to assets held for sale | (115, 154) | (313, 558) | (103, 094) | (531, 806) | |||
| Reclassifications | 52,850 | (32, 772) | (12, 105) | 7,973 | |||
| Effect of movements in exchange rates | (129, 822) | (309, 555) | (34, 554) | 862 | (473,069) | ||
| Balance on September 30, 2016 | s. | .659.763 | 3,534,824 | 333.479 | (11, 598) | 5,516,468 | |
| Balance on January 1, 2015 | 1,643,871 | 3,214,184 | 384,695 | (6, 724) | 5,236,026 | ||
| Depreciation | 187,113 | 651,386 | 72,306 | (2,193) | 908,612 | ||
| Disposals | (28, 262) | (115,700) | (17, 486) | (161, 448) | |||
| Reclassifications | 5,521 | (48,992) | 11,434 | (32,037) | |||
| Effect of movements in exchange rates | 17,963 | 45,183 | 5,580 | (126) | 68,600 | ||
| Balance on September 30, 2015 | 1,826,206 | 3,746,061 | 456,529 | (9,043) | 6,019,753 | ||
| Carrying amounts: | |||||||
| Balance on January 1, 2016 | \$284,973 | 2,408,188 | 2,859,932 | 230.840 | 503.242 | (3,152) | 6,284,023 |
| Balance on September 30, 2016 | S 134,699 | 2,061,431 | 2,107.194 | 131.485 | 330.442 | (4, 842) | 4,760,409 |
| Balance on January 1, 2015 | $-22,872$ | 1.418.282 | 1,526,873 | 194,269 | 779.029 | (6,187) | 3,935,145 |
| Balance on September 30, 2015 | 197.155 | 1.567.825 | 2,621,046 | 214.909 | 1,532,307 | (3,977) | 6.129.265 |
-
- The unamortized deferred revenue of equipment subsidy amounted to \$1,365,744, \$1,018,732 and \$967,345 as of September 30, 2016 and December 31 and September 30, 2015, respectively.
-
- Please refer to note 8 for further information on property, plant and equipment provided as collateral.
(i) Investment property
| Land | Buildings and other equipment |
Total | |
|---|---|---|---|
| Carrying amounts: | |||
| Balance on January 1, 2016 | 128,071 S |
130.638 | 258,709 |
| Balance on September 30, 2016 | 16,249 \$ |
19.543 | 35,792 |
| Balance on January 1, 2015 | 128,071 S |
134.198 | 262,269 |
| Balance on September 30, 2015 | S | 131.528 | 259,599 |
- The Group reclassified \$222,053 as property, plant and equipment from investment property due to the change of the use of such property in the first quarter of 2016.
22
Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
-
- Except for the above paragraph, there was no significant additions, disposals, or recognition and reversal of impairment losses of the investment property for the nine months ended September 30, 2016 and 2015. Please refer to note 6(i) of the consolidated financial statements for the year ended December 31, 2015 for further information.
-
- The fair value of the investment property has no significant change from note 6(i) of the consolidated financial statements for the year ended December 31, 2015.
-
- The Group did not provide any of the aforementioned investment property as collateral.
(i) Intangible assets
The carrying amounts of the intangible assets of the Group as of September 30, 2016 and 2015, were as follows:
| Goodwill | Customer Relationships Technology |
Trademarks, Patents and Copyrights |
Total | ||
|---|---|---|---|---|---|
| Carrying amount: | |||||
| Balance at January 1, 2016 | \$2,191,382 | 676,241 | 423.954 | 30,614 | 3,322,191 |
| Balance at September 30, 2016 | \$1,850,383 | 522,869 | 305,007 | 25,043 | 2,703,302 |
| Balance at January 1, 2015 | \$1.850,383 | 648,659 | 378,384 | 39,218 | 2,916,644 |
| Balance at September 30, 2015 | \$2,101,996 | 852,760 | 484,289 | 32,787 | 3,471,832 |
-
- Intangible assets were transferred out due to the resolution to dispose parts of shares of Global TEK approved by the board of directors' meeting. Please refer to note 6(f) for further detail.
-
- For the intangible assets from obtaining control over Global TEK and its subsidiaries on January 5, 2015, please refer to note 6(f) of the consolidated financial statements for the year ended December 31, 2015.
-
- Except for above paragraph, there was no significant change on intangible assets for the nine months ended September 30, 2016 and 2015, please refer to note 6(j) of the consolidated financial statements for the year ended December 31, 2015.
-
- The Group did not provide any of the aforementioned intangible assets as collateral.
(k) Short-term borrowings
The details were as follows:
| 2016 | September 30, December 31, September 30, 2015 |
2015 | ||
|---|---|---|---|---|
| Unsecured bank loans | S | 2.892,208 | 1,130,518 | 3,995,350 |
| Secured bank loans | 220,051 | 91,568 | ||
| Short-term borrowings | 2.892.208 | 1.350.569 | 4,086,918 | |
| Unused credit lines | 6.800.992 | 10,729,002 | 6.412.143 | |
| Annual interest rates | $0.93\%$ ~1.27% | $0.85\% - 5.89\%$ | $0.85\%$ ~5.89% |
Please refer to note 8 for further information on assets provided as collateral.
(l) Long-term borrowings
| September 30, 2016 | |||||
|---|---|---|---|---|---|
| Currency | Annual interest rate | Maturity year | Amount | ||
| Unsecured bank loans | TWD | $0.95\%$ ~1.56% | 2017~2020 | S | 934,444 |
| Less: current portion | (715, 555) | ||||
| Total | \$ | 218,889 | |||
| Unused credit lines | \$ | ||||
| December 31, 2015 | |||||
| Currency | Annual interest rate | Maturity year | Amount | ||
| Unsecured bank loans | TWD | 0.95%~2.78% | 2016~2020 | \$ | 1,374,282 |
| USD | 2.66% | 2018 | 41,037 | ||
| Secured bank loans | TWD | 1 73% 2 13% | 2016~2026 | 215,963 | |
| Ð | USD | 3.24%~3.3% | 2018~2030 | 46,205 | |
| Less: current portion | (622, 347) | ||||
| Total | S | .055.140 |
Notes to Consolidated Financial Statements
| September 30, 2015 | |||||
|---|---|---|---|---|---|
| Currency | Annual interest rate | Maturity year | Amount | ||
| Unsecured bank loans | TWD | $0.95\%$ ~1.56% | 2017~2020 | S | 1,316,667 |
| Ħ | USD | 2.66% | 2018 | 44,738 | |
| Secured bank loans | TWD | 1.80%~2.85% | 2016~2026 | 326,449 | |
| USD | 3.24% | 2018 | 48,429 | ||
| Less: current portion | (679, 709) | ||||
| Total | S | 1,056,574 | |||
| Unused credit lines | .974.274 |
-
- Pursuant to the loan agreements with Industrial Bank of Taiwan, The Export-Import Bank of the ROC and CTBC Bank, the Company has to maintain the following financial ratios calculated based on the Company's semi-annual audited (reviewed) consolidated financial statements. As of September 30, 2016, the Company had not violated the financial covenants. The financial covenants include (1) a current ratio of not less than 100%; (2) a financial debt ratio of not greater than 75%; (3) an interest coverage ratio of not less than 400%; and (4) stockholders' equity of not less than \$4,000,000. If the Company violates the financial covenants, the banks have the right to charge a default penalty or to require the Company to improve its financial ratios.
-
- Please refer to note 9 for the details of the outstanding guarantee notes.
-
- Please refer to note 8 for further information on assets provided as collateral.
(m) Operating lease
- Lessee
Non-cancellable operating lease rentals are payable as follows:
| 2016 | 2015 | September 30, December 31, September 30, 2015 |
|
|---|---|---|---|
| Less than one year | 230,713 | 251,403 | 236,502 |
| Between one and five years | 339,387 | 508,595 | 559,316 |
| More than five years | 6,818 | 7,203 | 17,130 |
| 576.918 | 767,201 | 812,948 |
The Group leases a number of offices, warehouses and pieces of equipment under operating leases. The lease terms are between 1 and 15 years.
2. Lessor
The Group leases out its investment property under operating leases. Please refer to note 6(i) for further information. Non-cancellable operating leases are receivable as follows:
| September 30, December 31, September 30, 2016 |
2015 | 2015 | |
|---|---|---|---|
| Less than one year | 1.414 | 1,060 | 2,318 |
(n) Employee benefits from continuing operations
- Defined benefit plans
There was no material volatility of the market, reimbursement and settlement or other material one-time events after the end of the prior fiscal year. As a result, the pension cost in the financial statements was measured and disclosed based on the actuarial calculation as of December 31, 2015 and 2014.
- Defined contribution plans
The Company contribute the pension cost on the defined contribution plans to the labor pension personal account at the Bureau of Labor Insurance. Subsidiaries other than the Company set up their defined contribution plans in accordance with the regulations of their respective countries.
- The Group recognized its pension costs from continuing operations and recorded them as operating expenses and operating cost in the statement of comprehensive income.
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Defined benefit plans | 618 | 629 | 1.856 | 1.888 | |
| Defined contribution plans | 94.001 | 104,817 | 276,957 | 269,423 | |
| S | 94.619 | 105.446 | 278.813 | 71,311 |
Notes to Consolidated Financial Statements
- (o) Income taxes from continuing operations
-
- Income tax expense for the period is best estimated by multiplying the profit before tax of the reporting period by the effective annual tax rate as forecasted by the management.
-
- The details of the Group's income tax expenses from continuing operations were as follows:
| For the three months ended September 30 |
For the nine months ended September 30 |
|||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Income tax expense | 213.692 | 217.231 | 581,770 | 414.593 |
-
- There were no income tax recognized in equity or other comprehensive income.
-
- The income tax returns of the Company have been examined by the tax authority through 2013. However, the Company disagreed with the examination of the income tax return for 2008 and requested an administrative remedy. The tax effect of the administrative remedy had been recognized by the Company.
-
- Information related to the unappropriated earnings and tax deduction ratio is summarized below:
| 2016 | 2015 | September 30, December 31, September 30, 2015 |
|
|---|---|---|---|
| Unappropriated earnings in 1998 and after Balance of imputation credit account |
4,256,076 392.819 S |
3,951,934 420.838 |
3,455,346 331,396 |
| 2015 (actual) | 2014 (actual) | ||
| Creditable ratio for earnings distribution to ROC residents stockholders |
S | 13.69% |
The above information was prepared in accordance with information letter No. 10204562810 issued by the Ministry of Finance, ROC, on October 17, 2013.
Notes to Consolidated Financial Statements
(p) Capital and other equity
Except for the following paragraph, there were no significant change between the capital and the other equity for the nine months ended September 30, 2016 and 2015. Please refer to note 6(p) of the consolidated financial statements for the year ended December 31, 2015 for further information.
1. Common stock
As of September 30, 2016 and December 31 and September 30, 2015, the nominal common stock amounted to \$5,000,000. Face value of each share is \$10 (dollars), which means in total there were 500,000 thousand authorized common shares, of which 441,748, 441,188 and 441,214 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.
Reconciliation of shares outstanding was as follows:
| Ordinary shares (in thousands of shares) For the nine months ended September 30 |
|||
|---|---|---|---|
| 2016 | 2015 | ||
| Balance on January 1 | 441,188 | 434,658 | |
| Exercise of employee stock options | 945 | 3,646 | |
| Issued for restricted stock | 3,000 | ||
| Retirement of restricted stock | (385) | (90) | |
| Balance on September 30 | 441.748 |
2. Capital surplus
The balances of capital surplus were as follows:
| September 30, 2016 |
December 31, 2015 |
September 30, 2015 |
|
|---|---|---|---|
| Additional paid-in capital | 496,415 | 447,630 | 437,398 |
| Employee stock options | 231,741 | 236,277 | 237,162 |
| Restricted employee stock options | 56,780 | 93,461 | 105,498 |
| 784.936 | 777,368 | 780,058 |
3. Retained earnings
According to the articles of the Company, when allocating the earnings for each year, the Company shall first offset its losses in previous year and set aside a legal capital reserve at 10% of the earing left over, until the accumulated legal capital reserve has equaled the total capital of the Company; then set aside a special capital reserve in accordance with relevant laws, the balance of the earnings shall combined into an aggregate amount of undistributed earnings, which shall become the aggregate distributable earnings to be distributed by the directors' distribution proposals according to the resolution adopted at the stockholders' meeting.
The Company is at the growth stage and considers its future cash demand, long-term financial plans, benefits to stockholders, and balanced dividends. Earnings distribution is made by stock dividend and cash dividend. The cash dividend shall not be less than 10 percent of the total dividends and could be adjusted depending on the Company's operating condition.
(i) Legal reserve
In accordance with the Company Act, 10 percent of the net income after tax should be set aside as legal reserve, until it is equal to share capital. If the Company experiences profit for the year, the distribution of the statutory earnings reserve, either by new shares or by cash, shall be decided at the stockholders' meeting, and the distribution amount is limited to the portion of legal reserve which exceeds 25 percent of the paid-in capital.
(ii) Special reserve
By choosing to apply exemptions granted under IFRS 1 "First-time Adoption of International Financial Reporting Standards" during the Company's first-time adoption of the International Financial Reporting Standards endorsed by the FSC, retained earnings increased by \$97,300 by recognizing the cumulative translation adjustments (gains) on the adoption date as deemed cost. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, the increase in retained earnings due to the first-time adoption of IFRSs shall be reclassified as special reserve, and when the relevant asset is used, disposed of, or reclassified, this special reserve, shall be reversed as distributable earnings The carrying amount of special reserve amounted to \$97,300 on proportionately. September 30, 2016.
In accordance with the guidelines of the above Ruling, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of special earnings reserve resulting from the first-time adoption of IFRSs and the carrying amount of other stockholders' equity as stated above. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to other stockholders' equity Amounts of pertaining to prior periods due to the first-time adoption of IFRSs. subsequent reversals pertaining to the net reduction of other stockholders' equity shall qualify for additional distributions.
(iii) Earnings distribution
On June 20, 2016 and on June 29, 2015, the stockholders' meeting resolved the distribution of earnings for 2015 and 2014, respectively. The distribution was NT\$2.1 and 1.8 (dollars) per share, which amounted to \$927,933 and \$791,107, respectively. The differences between the amounts approved in the stockholders' meeting and those recognized in the financial statements for employee bonuses and remuneration for directors and supervisors for 2014 were as follows:
| 2014 | ||||
|---|---|---|---|---|
| Actual earnings distributed |
Accrued in the financial statements |
Difference | ||
| Employee bonuses | ||||
| Stock | S | $\overline{\phantom{a}}$ | ||
| Cash | 71,000 | 71,318 | 318 | |
| Directors' and supervisors' remuneration |
27,800 | 28,527 | 727 |
Differences between the amounts approved in the stockholders' meeting and those recognized in the financial statements for the distributions of earnings for 2014 were accounted for as changes in accounting estimates and recognized as profit or loss in the year 2015.
The information about the employee bonuses and the directors' and supervisors' remuneration approved in the board of stockholders' meetings can be accessed in the Market Observation Post System.
(a) Share-based payment
Except for the following paragraph, there were no significant change on the share-based payment for the nine months ended September 30, 2016 and 2015. Please refer to note $6(q)$ of the consolidated financial statements for the year ended December 31, 2015 for further information.
- Employee stock options and share-based payment
$\sim$ $\sim$
(i) As of September 30, 2016, outstanding employee stock options of the Company for equity-settled share-based payment were as follows:
| Plan $3$ (note $3$ ) | ||||
|---|---|---|---|---|
| Plan 1 (note 1) | Plan $2$ (note $2$ ) | Issued in November 2011 |
Issued in October 2012 |
|
| Modification/grant date | December 30, 2008/ November 12, 2009 |
December 30, 2008/ November 12, 2009 |
November 24, 2011 | October 22, 2012 |
| Exercise price Granted units (thousand) Service period (from the grant date of the original stock options) Vesting period (from the grant date of the original stock options) |
\$11.42 30,828 5 years (May 23, 2005~ November 11, 2014) $2 \sim 3$ years |
\$11.42 7.224 $6 - 8$ years (January 2, 2008~ November11, 2017) $3 - 5$ years |
\$16.20 1.500 5 vears (November 24, 2011~ November 23, 2016) $2 - 3$ years |
\$25.20 3,500 5 years (October 22, 2012~ October 21, 2017) $2 - 3$ years |
Note 1: Stock options under Plan 1 included those granted by Primax in May 2005, June and December 2006, and February and March 2007; those granted by Primax Holdings in January, May and November 2008; and those granted by the Company in November 2009.
Note 2: Stock options under Plan 2 included those granted by Primax Holdings in January and May 2008, and those granted by the Company in November 2009.
Note 3: Stock options under Plan 3 included those granted by the Company in November 2011 and October 2012.
The Company applied the Black-Scholes option pricing model to measure the fair value of employee stock options.
Notes to Consolidated Financial Statements
The related information on compensatory employee stock option plans was as follows:
| For the nine months ended September 30 | ||||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | |||||
| Weighted-average exercise price |
Stock options (in thousands) |
Weighted-average exercise price |
Stock options (in thousands) |
|||
| Outstanding at January 1 | 24.66 | 1,728 | 22.66 | 3,724 | ||
| Granted during the period | ||||||
| Forfeited during the period | $\overline{\phantom{a}}$ | 25.10 | (102) | |||
| Exercised during the period | 25.70 | (626) | 16.76 | (1,044) | ||
| Expired during the period | 27.70 | (77) | ||||
| Outstanding at September 30 | 22.56 | l.102 | 23.81 | 2,501 | ||
| Exercisable at September 30 | 22.56 | 1.102 | 20.72 | 162 |
As of September 30, 2016 and December 31 and September 30, 2015, the information on the employee stock option plans outstanding was as follows:
| September 30, December 31, September 30, 2016 |
2015 | 2015 | |
|---|---|---|---|
| Employee stock option plan 1 | |||
| Employee stock option plan 2 | 211 | 211 | 446 |
| Employee stock option plan 3 | |||
| -Issued in November 2011 | |||
| Employee stock option plan 3 | |||
| -Issued in October 2012 | 891 | 1.517 | 2.055 |
| Outstanding at end of period | ⊟ 1 O 2 | 1.728 | 2.501 |
(ii) As of September 30, 2016, the outstanding employee stock options of TWEL for equity-settled share-based payment were as follows:
| November 2014 | July 2015 | |
|---|---|---|
| Grant date | November 18, 2014 | July 1, 2015 |
| Exercise price | \$15.74 | \$18.82 |
| Granted units (thousand) | 700 | 2,750 |
| Service period | 5 years | 5 years |
| Vesting period | $3 - 4$ years | $3 \sim 5$ years |
TWEL applied the Black-Scholes option pricing model to measure the fair value of employee stock options.
l,
Notes to Consolidated Financial Statements
The related information on compensatory employee stock option plans of TWEL was as follows:
| For the nine months ended September 30 | ||||
|---|---|---|---|---|
| 2016 | 2015 | |||
| Weighted-average exercise price |
Stock options (in thousands) |
Weighted-average exercise price |
Stock options (in thousands) |
|
| Outstanding at January 1 Granted during the period Forfeited during the period Exercised during the period |
18.20 | 3,450 | 15.74 18.82 |
700 2,750 |
| Expired during the period Outstanding at September 30 Exercisable at September 30 |
16.50 18.27 |
(142) 3.308 |
18.195 | 3.450 |
- Restricted stock
As of September 30, 2016, the outstanding restricted stocks of the Company were as follows:
| Plan 1 (note 1) | Pl an 2 (note 1) | |||||
|---|---|---|---|---|---|---|
| Grant date air value on grant date (per share) Exercise price Granted units (thousand shares) Vesting period |
October 1, 2013 22.80 Free grants 1.450 $1 - 3$ years (notes 2 and 3) |
November 20, 2013 February 10, 2014 25.15 Free grants 186 $1-2$ years (notes 3 and 4) |
27.30 Free grants 135 $1 - 2$ years (notes 3 and 4) |
July 17, 2014 52.00 Free grants 220 $1 - 2$ years (note 3) |
February 24, 2015 August 18, 2015 43.70 Free grants 1.225 $1 - 3$ years (note 2 and 3) |
38.40 Free grants 1,775 $1 - 3$ years (note 2) |
- Note 1: Plan 1 After the stockholders' meeting on June 25, 2013, the Company decided to issue shares of restricted stock to those full-time employees who meet the Company's requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors' meeting resolved to issue 1,450 thousand shares, 186 thousand shares, 135 thousand shares, and 220 thousand shares on August 13 and November 12, 2013, and January 22 and June 27, 2014, respectively.
- Plan 2 After the stockholders' meeting on June 24, 2014, the Company decided to issue shares of restricted stock to those full-time employees who meet the Company's requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors' meeting resolved to issue 1,225 thousand shares and 1,775 thousand shares on January 28 and August 13, 2015, respectively.
$\mathbf{r}$
PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
$\ddot{\phantom{a}}$
- Note 2: If the employees continue to provide service to the Company and meet the prior year's performance indicator, 30% of the restricted stock shall be vested in year 1 after the grant date, and the remaining 30% and 40% shall be vested in year 2 and year 3, respectively, after the grant date.
- Note 3: If the employees continue to provide service to the Company and meet the prior year's performance indicator, 50% of the restricted stock shall be vested in year 1 after the grant date, and the remaining 50% shall be vested in year 2 after the grant date.
- Note 4: If the employees continue to provide service to the Company and meet the prior year's performance indicator, the restricted stock shall be vested in year 1 after the grant date.
The related information on restricted stock of the Company was as follows:
| For the nine months ended September 30 |
|||
|---|---|---|---|
| 2016 | 2015 | ||
| (Thousand shares) | |||
| Outstanding at January 1 | 3,270 | 1,310 | |
| Granted during the period | 3,000 | ||
| Forfeited during the period | |||
| Vesting during the period | (974) | (155) | |
| Expired during the period | (285 | (140) | |
| Outstanding at September 30 | 2.011 | 4.015 |
- Expenses and liabilities attributable to share-based payment from continuing operations were as follows:
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Expenses attributable to | |||||
| employee stock options | \$ 932 |
1,843 | 2,659 | 3,528 | |
| Restricted stock | 8,736 | 13,297 | 35,929 | 31,604 | |
| Total | \$ 9.668 |
5.140 | 38,588 | 35,132 | |
| 2016 | September 30, December 31, September 30, 2015 |
2015 | |||
| Salary payable: Current |
S .938 |
4,092 | 4.884 |
Notes to Consolidated Financial Statements
(r) Earnings per share
The calculation of basic earnings and diluted earnings per share was as follows:
- Basic earnings per share
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Profit attributable to common stockholders Continuing operations Discontinued operations Total |
\$ | 561,764 $$ -561,764$ |
486,528 14,766 501.294 |
1,380,625 28,762 1,409,387 |
1,258,501 9,933 1,268,434 |
| Weighted-average number of common shares (thousand shares) Basic earnings per share (NT dollars) |
439.380 | 437,115 | 438,857 | 435,961 | |
| Continuing operations | \$ | 1.28 | 1.12 | 3.15 | 2.89 |
| Discontinued operations | 0.03 | 0.06 | 0.02 | ||
| Total | \$ | 0.28 | l.15 | 3.21 | 2.91 |
- Diluted earnings per share
| ended September 30 | ended September 30 | ||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Profit attributable to ordinary common | 1,380,625 | 1,258,501 | |||
| Continuing operations | \$ | 561,764 | 486,528 | ||
| Discontinued operations | 14,766 | 28,762 | 9,933 | ||
| Total | \$ 561,764 | 501.294 | 1,409,387 | 1,268,434 | |
| Weighted-average number of common shares (diluted / thousand shares) |
442,685 | 441.101 | 442,884 | 441.845 | |
| Diluted earnings per share (NT dollars): | |||||
| Continuing operations | \$ | 1.27 | 1.11 | 3.12 | 2.85 |
| Discontinued operations | 0.03 | 0.06 | 0.02 | ||
| Total | S | 1.14 | 3.18 | 2.87 |
For the three months
For the nine months
| For the three months ended September 30 |
For the nine months ended September 30 |
|||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Weighted-average number of common | ||||
| shares at September 30 (basic) | 439,380 | 437,115 | 438,857 | 435,961 |
| Effect of employee stock options | 698 | 1,063 | 759 | 1,886 |
| Effect of employee stock remuneration | 1,444 | 1,537 | 2,105 | 2,735 |
| Effect of restricted stock | 1,163 | 1,386 | 1,163 | 1,263 |
| Weighted-average number of common | ||||
| shares at September 30 (diluted) | 442,685 | 441.101 | 442.884 | 441.845 |
(s) Operating revenue
The operating revenue was as follows:
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Goods sold | \$18,220,719 | 16,748,135 | 45,673,753 | 42,390,727 | |
| Services rendered | 267,727 | 472,492 | 1,120,274 | 1,413,842 | |
| Continuing operations | 18,488,446 | 17,220,627 | 46,794,027 | 43,804,569 | |
| Discontinued operations | 613,236 | 562,204 | 1,878,077 | 1,475,753 | |
| Total | \$19,101,682 | 17.782.831 | 48,672,104 | 45,280,322 |
Please refer to note 12(b) for operating results and cash flows from discontinued operations.
(t) Remuneration to employees and directors
The Company shall distribute 2 to 10 percent of distributable profit of the current year as employee remuneration, and not more than 2% of the profit as directors remuneration; provided, however, that the Company shall first reserve a sufficient amount to offset its accumulated losses. Employees from subsidiaries who meets the requirements are also included in the condition.
36
Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Details of remuneration to employees and directors were as follows:
| For the three months ended September 30 |
For the nine months ended September 30 |
|||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Employee remuneration Directors remuneration |
\$ 24,970 9.988 |
31,966 12.786 |
66,365 26.546 |
65,631 26.252 |
| 34.958 | 44.752 | 92.91 , | 91.883 |
The amounts were calculated based on the Company's income before income taxes, excluding remuneration to employees and directors, by using the earnings allocation method as stated under the Company's articles. These benefits were expensed under operating costs or operating expenses during each period. The differences between the amounts approved in the directors' meeting and those recognized in the financial statements, if any, are accounted for as changes in accounting estimates and recognized as profit or loss in the distribution year.
The differences between the amounts approved in the directors' meeting and those recognized in the financial statements for the distributions of earnings for 2015 were as follows:
| 2015 | |||||
|---|---|---|---|---|---|
| Actual earnings distributed |
Accrued in the financial statements |
Difference | |||
| Employee remuneration | |||||
| Stock | $\sim$ | ||||
| Cash | 78,500 | 78,269 | (231) | ||
| Directors remuneration | 32,000 | 31,907 | (93) |
The differences were accounted for as changes in accounting estimates and recognized as profit or loss in the year 2016. Information about the remuneration to employee and directors approved in the board of directors' meetings can be accessed in the Market Observation Post System website.
Notes to Consolidated Financial Statements
(u) Other income
The other income from continuing operations was as follows:
$\ddot{\phantom{0}}$
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Interest revenue of cash in banks | S | 33,775 | 46,139 | 103,396 | 137,281 |
| Rent revenue | 1,969 | 3,872 | 3,229 | 8,991 | |
| Dividend revenue | 14,692 | 14,692 | |||
| Other | 850 | 466 | 3,875 | 1,768 | |
| S | 51,286 | 50,477 | 125,192 | 148,040 |
(v) Other gains and losses
The other gains and losses from continuing operations were as follows:
| For the three months ended September 30 |
For the nine months ended September 30 |
|||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Gain on disposal of available-for-sale | ||||
| financial assets | \$ | 140,969 | ||
| Net losses on disposal of property, plant and equipment |
(4, 439) | (1,087) | (5,016) | (4,341) |
| Net gains (losses) on financial assets/liabilities measured at fair value |
||||
| through profit or loss | (14,062) | 49,702 | 9,097 | 52,053 |
| Foreign currency exchange gains | ||||
| (losses), net | (1,043) | 90,726 | 153,076 | 233.928 |
| Loss on impairment of available-for-sale | ||||
| financial assets | (940) | |||
| Other | (43.241) | 725 | (9, 714) | 16.549 |
| \$ (62.785) |
40.066 | 288,412 | 297.249 |
38
Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The reclassifications to the other comprehensive income from the Group in this year ended September 30, 2016 and 2015 were as follows:
| For the three months ended September 30 2016 |
2015 | For the nine months ended September 30 2016 |
2015 | ||
|---|---|---|---|---|---|
| Unrealized gains (losses) on available-for-sale financial assets (after |
|||||
| tax) Net changes measured at fair value during the period |
\$ | 184,984 | 5,475 | 370,178 | 28,684 |
| Net changes measured at fair value reclassified to income statement Net changes measured at fair value |
(140,969) | ||||
| recognized as other comprehensive income |
S | 84.984 | 5.475 | 229.209 | 28,684 |
(w) Financial instruments
Except for the following paragraph, the credit risk, liquidity risk, currency risk and fair value have no significant change from the consolidated financial statements for the year ended December 31, 2015. Please refer to note $6(x)$ of the consolidated financial statements for the year ended December 31, 2015 for further information.
1. Credit risk
The aging analysis of notes, accounts, and other receivables (including related parties) that were past due but not impaired was as follows:
| 2016 | September 30, December 31, September 30, 2015 |
2015 | |
|---|---|---|---|
| Past due 0-30 days | \$ 561,821 |
1,215,010 | 689,020 |
| Past due 31-90 days | 47,009 | 122,456 | 146,563 28,968 |
| Past due 91-180 days | 10,559 16,142 |
14,149 26,023 |
4,000 |
| Past due 181-360 days | |||
| Past due over a year | 635.531 | .377,638 | 868.551 |
The Group assesses the uncollectible amount of notes, accounts, and other receivables (including related parties) based on the aging analysis, the collection history, and the customers' current financial status, and recognizes an allowance for doubtful debts accordingly. After the Group's assessment, there is no significant change in the customers' credit quality and the collectability of related receivables.
The changes in the allowance for the nine months ended September 30, 2016 and 2015 were as follows:
| Individually assessed impairment |
Collectively assessed impairment |
Total | |
|---|---|---|---|
| \$ | 29,247 | 29,247 | |
| Balance on January 1, 2016 | $\overline{\phantom{0}}$ | 45,704 | 45,704 |
| Impairment loss recognized | (865) | (865) | |
| Amounts written off Reclassification to assets held for sale |
(2,450) | (2,450) | |
| Exchange differences on translation of foreign currency |
(2.393) | (2,393) 69,243 |
|
| Balance on September 30, 2016 | 69.243 |
| Individually assessed impairment |
Collectively assessed impairment |
Total | ||
|---|---|---|---|---|
| Balance on January 1, 2015 Impairment loss recognized Acquisition from business combination Amounts written off |
\$ | 26,034 375 469 (1,893) |
26,034 375 469 (1, 893) |
|
| Exchange differences on translation of foreign currency Balance on September 30, 2015 |
S | 717 25.702 |
717 25.702 |
40
Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
2. Liquidity risk
The following table shows the contractual maturities of financial liabilities:
| Carrying amount |
Contractual cash flows |
Within 6 months |
$6 - 12$ months | 1-2 vears | $2-5$ vears | Over 5 years | ||
|---|---|---|---|---|---|---|---|---|
| September 30, 2016 | ||||||||
| Non-derivative financial | ||||||||
| liabilities: | \$ | 2,892,208 | 2,892,208 | 2.892,208 | ||||
| Short-term borrowings Notes and accounts |
||||||||
| payable | 16,157,807 | 16,157,807 | 16.157,807 | |||||
| Other payables | 1.961,064 | 1.961,064 | 1,961,064 | 137,729 | 84,861 | |||
| Long-term borrowings | 934,444 | 944,148 | 611,474 | 110,084 | ÷ | 112,973 | ||
| Guarantee deposits | 112,973 | 112,973 | ||||||
| Derivative financial | ||||||||
| liabilities: | 60,578 | 3,550,436 | ||||||
| Outflow | 3,550,436 | (3.484, 502) | ||||||
| Inflow | (3,484,502) | 21,688,487 | 110.084 | 137,729 | 84.861 | 112,973 | ||
| \$22,119,074 | 22,134.134 | |||||||
| December 31, 2015 | ||||||||
| Non-derivative financial | ||||||||
| liabilities: | 1,350,569 | 1,350,569 | 1,350,569 | |||||
| Short-term borrowings | 3 | |||||||
| Notes and accounts | 18,723,930 | 18,723,930 | 18,723,930 | |||||
| payable | 2,737,288 | 2,737,288 | 2,737,288 | 326,777 | 96.264 | |||
| Other payables Long-term borrowings |
1,677,487 | 1,735.887 | 338,378 | 332,881 | 641,587 | 118,641 | ||
| Guarantee deposits | 118,641 | 118,641 | ||||||
| Derivative financial | ||||||||
| liabilities: | 60,105 | |||||||
| Outflow | 1.217.415 | 1,217,415 | ||||||
| Inflow | (1,157,310) | (1.157, 310) | 332.881 | 641,587 | 326,777 | 214.905 | ||
| \$24,668,020 | 24,726,420 | 23,210,270 | ||||||
| September 30, 2015 | ||||||||
| Non-derivative financial | ||||||||
| liabilities: | 4,086,918 | 4,086,918 | ||||||
| Short-term borrowings | S. | 4,086,918 | ||||||
| Notes and accounts | 16,452,740 | 16,452,740 | 16,452,740 | |||||
| payable | 2,252,512 | 2,252,512 | 2,252,512 | 101,616 | ||||
| Other payables | 1,736,283 | 1,792,944 | 352,810 | 343,205 | 662,609 | 322,704 | 110,534 | |
| Long-term borrowings | 110,534 | 110,534 | ||||||
| Guarantee deposits Derivative financial |
||||||||
| liabilities: | 140,024 | |||||||
| Outflow | 4,308,828 | 4,308,828 | ||||||
| Inflow | (4, 177, 754) | (4, 177, 754) | 662,609 | 332,704 | 212,150 | |||
| 24 779 011 ¢ |
24.826.722 | 23,276,054 | 343,205 |
The Group does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.
3. Currency risk
(i) Exposure to foreign currency risk
The Group's significant exposure to foreign currency risk was as follows:
| Sentember 30, 2016 | December 31, 2015 | Sentember 30, 2015 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Foreign currency |
Exchange rate |
TWD | Foreign currency |
Exchange rate |
TWD | Foreign currency |
Exchange rate |
TWD | |
| Financial assets | |||||||||
| Monetary items | \$346,113 | 6,6778 | 10,856,180 | 472,140 | 64936 | 15,611,768 | 359,995 | 6.3613 | 11,925,914 |
| USD:CNY | 8.195.337 | ||||||||
| USD:HKD | 70.180 | 7.7561 | 2.201.259 | 403,487 | 7,751 | 13.341.701 | 247.384 | 7.75 | |
| USD:TWD | 382,290 | 31.366 | 11.990.895 | 430.293 | 33.066 | 14.228.077 | 400.390 | 33.128 | 13.264.106 |
| Financial liabilities | |||||||||
| Monetary items | |||||||||
| USD:CNY | 372,337 | 6.6778 | 11,678,725 | 434,501 | 6.4936 | 14.367.209 | 405,086 | 6.3613 | 13,419,695 |
| USD:HKD | 78.235 | 7.7561 | 2,453,910 | 395,385 | 7.751 | 13,073,812 | 242,013 | 7.75 | 8.017.395 |
| USD:TWD | 339,487 | 31,366 | 10,648,360 | 397,940 | 33.066 | 13,158,292 | 333,485 | 33.128 | 11,047,685 |
The Group's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, notes and accounts receivable, other receivables, loans and borrowings, notes and accounts payable, and other payables that are denominated in foreign currency.
A weakening (strengthening) of 5% of the TWD, CNY and HKD against the USD as of September 30, 2016 and 2015, would have increased or decreased the net profit after tax by \$11,095 and \$37,374, respectively. The analysis is performed on the same basis for both periods.
As the Group deals in diverse foreign currencies, gains or losses on foreign exchange were summarized as a single amount. For the three months ended September 30, 2016 and 2015, the foreign exchange gains, including both realized and unrealized, amounted to \$(1,043) and \$90,726, respectively. For the nine months ended September 30, 2016 and 2015, the foreign exchange gains, including both realized and unrealized, amounted to \$153,076 and \$233,928, respectively.
(ii) Interest rate analysis
Please refer to the note of liquidity risk for the exposure of financial assets and liabilities to changes in interest rates.
Notes to Consolidated Financial Statements
The following sensitivity analysis is based on the exposure to interest rate risk of the non-derivative financial instruments on the reporting date. The analysis is based on the assumption that the assets and liabilities with floating interest rates outstanding at the reporting date were outstanding throughout the year. The rate of change is an interest rate increase or decrease of 0.25% when reporting to management internally, which also represents the assessment of the Group's management for the reasonably possible changes in interest rates.
If the interest rate had increased or decreased by 0.25%, the net profit after tax would have increased or decreased by \$1,235 and decreased or increased \$930 for the nine months ended September 30, 2016 and 2015, respectively, mainly as a result of bank savings and borrowings with variable interest rates.
4 Fair value
(i) Kinds of financial instruments and fair value
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information on financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value and on investments in equity instruments which do not have any quoted price in an active market.
| September 30, 2016 | |||||
|---|---|---|---|---|---|
| Carrying | Fair Value | ||||
| amounts | Level 1 | Level 2 | Level 3 | Total | |
| Financial assets at fair value through profit or | |||||
| $loss - current$ | 69,673 | 69.673 | .69.673 | ||
| Available-for-sale financial assets – non-current | 730.803 | 705,299 | 25,504 | 730.803 | |
| Loans and receivables | |||||
| Cash and cash equivalents | 6,700,586 \$ |
||||
| Notes and accounts receivable (including related parties) |
14,661,496 | ||||
| Other receivables | 108,783 | ||||
| Total | $$ -21,470,865$ | ||||
| Financial liabilities at fair value through profit or | |||||
| $loss - current$ | 60.578 S |
60.578 | 60.578 | ||
| Financial liabilities carried at amortized cost | |||||
| Borrowings | \$ 3,826,652 |
||||
| Notes and accounts payable | 16,157,807 | ||||
| Salary payable | 998,131 | ||||
| Other payables | 3,162,843 | ||||
| Guarantee deposits received | 112,972 | ||||
| Total | 24,258,405 |
Notes to Consolidated Financial Statements
| December 31, 2015 | |||||
|---|---|---|---|---|---|
| Carrying | Fair Value | ||||
| amounts | Level 1 | Level 2 | Level 3 | Total | |
| Financial assets at fair value through profit or | |||||
| $loss - current$ | 88.717 s |
969 | 87,748 | 88.717 | |
| Available-for-sale financial assets – non-current | 584,430 S |
551.600 | 32,830 | 584,430 | |
| Loans and receivables | |||||
| Cash and cash equivalents | \$ 7,623,380 |
||||
| Notes and accounts receivable (including related | |||||
| parties) | 14,479,617 | ||||
| Other receivables | 462,242 | ||||
| Total | 22,565,239 S |
||||
| Financial liabilities at fair value through profit or | |||||
| $loss - current$ | 60,105 S. |
60,105 | 60.105 | ||
| Financial liabilities carried at amortized cost | |||||
| Borrowings | 3,028,056 \$ |
||||
| Notes and accounts payable | 18,723,930 | ||||
| Salary payable | 1,227,107 | ||||
| Other payables | 3,891,786 | ||||
| Guarantee deposits received | 118,641 | ||||
| Total | \$26,989,520 | ||||
| September 30, 2015 | |||||
| Carrying | Fair Value | ||||
| amounts | Level 1 | Level 2 | Level 3 | Total | |
| Financial assets at fair value through profit or | |||||
| $loss - current$ | 193.053 \$. |
1,203 | 191,850 | 193,053 | |
| Available-for-sale financial assets - non-current | 319,061 S |
319,061 | 319.061 | ||
| Loans and receivables | |||||
| Cash and cash equivalents | \$ 7,949,345 |
||||
| Notes and accounts receivable (including related | |||||
| parties) | 13,734,810 | ||||
| Other receivables | 489,888 | ||||
| Total | 22,174,043 \$_ |
||||
| Financial liabilities at fair value through profit or | 140.024 | 140,024 | 140,024 | ||
| $loss - current$ | S. | ||||
| Financial liabilities carried at amortized cost | |||||
| Borrowings | \$ 5,823,201 |
||||
| Notes and accounts payable | 16,452,740 | ||||
| Salary payable | 1,075,675 | ||||
| Other payables | 3,270,329 | ||||
| Guarantee deposits received | 110,534 | ||||
| Total | $$ -26,732,479$ |
Notes to Consolidated Financial Statements
(ii) Fair value valuation techniques for financial instruments measured at fair value
If a financial instrument has a quoted price in an active market, the quoted price is used as fair value. The quoted price of a financial instrument obtained from major exchanges and over-the counter markets are the basis used to determine the fair value of a listed company's stock and the quoted prices in an active market.
A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm's-length basis. If these conditions can not be reached, then the market is non-active. In general, a market with low trading volume or high bid-ask spreads is an indication of a non-active market.
The Group uses the following methods in determining the fair value of its financial instruments without a quoted price in an active market:
- A. The fair value of derivative instruments is based on quoted prices. When quoted prices are unavailable, the fair value is estimated on the basis of the contract's spot exchange rate and swap point.
- B. Available-for-sale financial assets non-current are investments in domestic or foreign non-listed stock. The fair value is based on a valuation technique. For stocks in the emerging market, the estimated fair value is adjusted for the lack of liquidity. When prices listed in the emerging market are unavailable, the fair value is estimated on the basis of unadjusted prior trade prices.
- (iii) There is no transferring of fair value hierarchy for the nine months ended September 30, 2016 and 2015.
| For the nine months ended September 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | |||||||
| Fair value through profit or loss |
Available for sale |
Total | Fair value through profit or loss |
Available for sale |
Total | |||
| Balance on January 1 Recognized in profit or loss |
S | 27.643 9095 |
32.830 | 60.473 9.095 |
15.695 51.826 |
292.916 (940) |
308.611 50,886 |
|
| Recognized in other comprehensive income Acquisition / disposal Balance on September 30 S |
(27, 643) 9.095 |
(3.792) (3.534) 25.504 |
(3.792) (31,177) 34,599 |
(15,695) 51.826 |
28,684 (1.599) 319,061 |
28,684 (17.294) 370.887 |
(iv) Changes in Level 3
(v) Fair value measurements using significant unobservable inputs (Level 3)
The fair value measurements of the Group which are categorized within level 3 are classified as financial assets and liabilities at fair value through profit or loss - derivative financial instruments and available-for-sale financial assets $-$ equity securities. The quantitative information about significant unobservable inputs was as follows:
| Item | Valuation technique |
Significant unobservable inputs |
between significant unobservable inputs and fair value |
|---|---|---|---|
| Available-for-sale | Guideline | Lack-of-Marketability | The higher the |
| $f$ inancial assets $-$ equity | Public | Discount(80% on | Lack-of-Marketability |
| securities listed on | Company | September 30, 2015) | Discount is, the lower |
| emerging stock market | method | the fair value will be. | |
| Available-for-sale | (note 1) | (note 1) | (note 1) |
| $f$ inancial assets $-$ equity | |||
| securities not listed on | |||
| emerging stock market | |||
| Financial assets and | (note 2) | (note 2) | (note 2) |
| liabilities at fair value | |||
| through profit or loss |
- note 1: The fair value is based on unadjusted prior trade prices, therefore there is no need to show the sensitivity analysis of unobservable inputs.
- note 2: The fair value is based on the quotation of a third party, therefore there is no need to show the sensitivity analysis of unobservable inputs.
- (vi) Sensitivity analysis for fair values of financial instrument using Level 3 Inputs
The Group's fair value measurement on financial instruments is reasonable. However, the measurement would be different if different valuation models or valuation parameters are used. For financial instruments using level 3 inputs, if the valuation parameters changed, the impact on net income or loss and other comprehensive income or loss are as follows:
Inter-relationships
Notes to Consolidated Financial Statements
| Other comprehensive income | ||||||
|---|---|---|---|---|---|---|
| Input | Variation | Advantageous change |
Disadvantageous change |
|||
| September 30, 2015 | ||||||
| Available-for-sale | ||||||
| $f$ inancial assets $-$ equity securities listed on |
Discount of lock | |||||
| emerging stock market | Marketability | 10% | 35,189 S |
35.189 |
$(x)$ Financial risk management
The Group's objectives and policies on financial risk management are consistent with note 6(y) of the consolidated financial statements for the year ended December 31. 2015.
(y) Capital management
The Group's objectives, policies and process of managing capital are consistent with the consolidated financial statements for the year ended December 31, 2015. The information on capital management items has no significant change from that of the consolidated financial statements for the year ended December 31, 2015. Please refer to note 6(z) of the consolidated financial statements for the year ended December 31, 2015 for further information.
(7) Related-party Transactions
$\mathcal{A}$
$\bar{\beta}$
(a) Parent company and ultimate controlling company
The Company is the ultimate controlling party of the Group.
- (b) Other related-party transactions
-
- Sale of goods to related parties
The amounts of significant sales by the Group to related parties and the outstanding balances were as follows:
| Sales | Notes and accounts receivable | |||||||
|---|---|---|---|---|---|---|---|---|
| For the three months ended September 30 2016 |
2015 | For the nine months ended September 30 2016 |
2015 | September 30, 2016 |
December 31, 2015 |
September 30, 2015 |
||
| Other related parties | \$54,464 | 37.509 | 142.549 | 110.350 | 68.825 | .54.995 | 53.196 |
Notes to Consolidated Financial Statements
There were no significant differences in the selling prices and trading terms between the related parties and other customers.
- Loans from related parties
The outstanding balance of loans to the Group from its related parties was as follows:
| September 30, 2015 |
|
|---|---|
| Key management personnel of Global TEK | 103.936 |
The highest outstanding balance amounted to \$144,330 for the nine months ended September 30, 2015.
(c) Key management personnel compensation
Key management personnel compensation from continuing operations:
| For the three months ended September 30 |
For the nine months ended September 30 |
|||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||
| Short-term employee benefits | S | 49,481 | 34,465 | 133,734 | 103,897 | |
| Post-employment benefits | 262 | 231 | 834 | 721 | ||
| Termination benefits | ||||||
| Other long-term benefits | ||||||
| Share-based payments | 4,011 | 5,734 | 13,098 | 10,521 | ||
| 53.754 | 40,430 | 147.666 | (15.139 |
$\bar{\mathbf{z}}$
For information related to share-based payments, please refer to note $6(q)$ .
Notes to Consolidated Financial Statements
(8) Pledged Assets
Assets pledged as collateral were as follows:
| Book value of pledged assets | |||||
|---|---|---|---|---|---|
| Pledged assets | Pledged to secure | September 30. 2016 |
2015 | December 31, September 30, 2015 |
|
| Other current assets $-$ restricted assets |
Guarantee letters issued by bank |
4.502 | |||
| Other non-current assets - restricted assets |
Loan collateral and guarantee letters issued by bank |
1.174 | 4,667 | 4.310 | |
| Property, plant and equipment | Loan collateral | 699.107 | 554.791 | ||
| Long-term prepaid rent | Loan collateral | 99,832 | i30.981 |
(9) Commitments and Contingencies
(a) The amounts of guarantee were as follows:
| Guarantor | Guarantee | 2016 | 2015 | September 30, December 31, September 30. 2015 |
|
|---|---|---|---|---|---|
| The Company | PCH 2 | \$ | 364,473 | 384,227 | 53,667 |
| PCH 2 | PCQ1 | 188,196 | 231,462 | 231,896 | |
| PCH 2 | PKS1 | 94,098 | 99,198 | 99,384 | |
| Global TEK | GT | 30,000 | 30,000 | ||
| Global TEK | GLOBAL TEK CO (WUXI)., | ||||
| LTD | 49.692 | ||||
| GT | Global TEK | 50,000 | 50,000 | ||
| GT | GLOBAL TEK CO (WUXI)., | ||||
| LTD | 47,049 | 49,599 | 49,692 | ||
| S | 693.816 | 844,486 | 564.331 |
(b) The following are savings accounts provided by the Group to the banks in order for the banks to issue a guarantee letter to customs as guarantee deposits. Please refer to note 8.
| September 30, December 31, September 30, 2016 |
2015 | 2015 | |
|---|---|---|---|
| Guarantee letters | 99.527 | 39.912 | 24,935 |
(Continued)
48
(c) Guarantee notes provided as part of agreements with banks to sell accounts receivables, to acquire long-term borrowings, and to purchase materials were as follows. Please refer to note 6(d) for further information on sales of accounts receivable.
| 2016 | September 30, December 31, September 30, 2015 |
2015 | ||
|---|---|---|---|---|
| Sales of accounts receivable | 2,748,258 | 2,874,690 | 2,878,720 | |
| Long-term borrowings | 2,160,000 | 2,598,906 | 5.498,836 | |
| Purchase of material | × | 39.732 |
(d) The aggregate unpaid amounts of contracts pertaining to the purchase of equipment were as follows:
| September 30, December 31, September 30, | 2015 | 2015 | |
|---|---|---|---|
| Property, plant and equipment | 47.902 | 66.482 | 33,979 |
(e) TWEL Group entered into patent license agreements with several companies in July 2015. According to the agreements, the amounts that TWEL Group shall pay in the future were as follows:
| 2016 | 2015 | September 30, December 31, September 30, 2015 |
|
|---|---|---|---|
| Patent license agreements | Contract Contract Contract ъb |
69.670 | 99.384 |
(10) Loss Due to Major Disasters: None
(11) Subsequent Events:
The Board resolved to dispose 11,020 thousands of its 16,530 thousands shares in Global TEK, at NT\$50 per share, on June 21 and September 21, 2016. The related transaction has been settled on October 3, 2016. The Company recognized a gain on disposal of \$245,762 thousands, including the gain from revaluing the rest of its shares at fair value amounting to \$82,471 thousands due to its loss of control over Global TEK.
$\Delta \sim 1$
Notes to Consolidated Financial Statements
$(12)$ Others
(a) The following is a summary statement of current-period employee benefit, depreciation, and amortization expenses from continuing operations by function:
| By function | For the three months ended September 30, 2016 |
For the three months ended September 30, 2015 |
|||||
|---|---|---|---|---|---|---|---|
| By item | Operating cost |
Operating expenses |
Total | Operating cost |
Operating expenses |
Total | |
| Employee benefit expenses Salaries Labor and health insurance Pension Others Depreciation Amortization |
1,070,495 26,009 69,790 12,751 319,817 5,163 |
767,526 25,263 24,829 39,939 26,463 39,774 |
1,838,021 51,272 94,619 52,690 346,280 44,937 |
1,121,000 30,636 80,501 18,689 273,131 3,447 |
661,447 24,706 24,945 39,543 31,210 67,944 |
1,782,447 55,342 105,446 58,232 304,341 71,391 |
| By function | For the nine months ended September 30, 2016 |
For the nine months ended September 30, 2015 |
|||||
|---|---|---|---|---|---|---|---|
| By item | Operating cost |
Operating expenses |
Total | Operating cost |
Operating expenses |
Total | |
| Employee benefit expenses | |||||||
| Salaries | 2,838,473 | 1,846,733 | 4,685,206 | 3,019,415 | 1,707,948 | 4,727,363 | |
| Labor and health insurance | 79,678 | 81,096 | 160,774 | 80.751 | 80,409 | 161,160 | |
| Pension | 204,299 | 74,514 | 278,813 | 200,001 | 71.310 | 271,311 | |
| Others | 38,486 | 109,771 | 148,257 | 61,353 | 110,529 | 171,882 | |
| Depreciation | 955,234 | 85,062 | 1,040,296 | 751,908 | 93,244 | 845,152 | |
| Amortization | 15,161 | 119,970 | 135,131 | 9,818 | 146,971 | 156,789 |
(b) Discontinued operations
The Group resolved to dispose parts of the shares of Global TEK in the directors' meeting held on June 21, 2016. Since the business of Global TEK and its subsidiaries continued to operate on September 30, 2015, the comparative periods in the consolidated statements of comprehensive income are restated. Income from continuing and discontinued operations are disclosed respectively.
Details of discontinued operations were as follow:
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Operating revenue Operating cost Gross profit |
S | 613,236 (455,683) 157,553 |
562,204 (423,353) 138,851 |
1,878,077 (1, 413, 933) 464,144 |
1,475,753 (1, 172, 290) 303,463 |
| Operating expenses Net operating income Non-operating income (expenses) Income before income taxes Income tax expense |
(98, 788) 58,765 9,200 67,965 (17, 554) |
(93, 544) 45,307 10,527 55,834 (6.613) |
(270,040) 194,104 8,878 202,982 (56, 698) |
(243,552) 59,911 (9,064) 50,847 (17, 736) |
|
| Net income from discontinued operations | s | 50,411 | 49,221 | 146,284 | 33.111 |
| Net income attributable to: Stockholders of parent Non-controlling interests |
\$ S |
50,411 50,411 |
14,766 34,455 49,221 |
28,762 117,522 146.284 |
9,933 23,178 33.111 |
| Cash flows from discontinued operations: Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Effect of foreign currency exchange translation Net increase (decrease) in cash and cash in |
\$ | 55,683 (38, 866) 128,964 (29, 105) |
41,979 (65, 043) 31,516 (7, 288) |
266,018 (157, 523) 102,080 (49,606) |
70,284 (173, 562) (186, 460) 12,960 |
| equivalents | S | 116,676 | 1.164 | 160.969 | (276, 778) |
(13) Segment Information
For the nine months ended September 30, 2016 and 2015, the Group's segment information has no significant change. Please refer to note 13 of the consolidated financial statements for the year ended December 31, 2015 for further information.
| For the three months ended September 30, 2016 | |||||
|---|---|---|---|---|---|
| Computer | Non-computer | ||||
| Peripherals | Peripherals | Total | |||
| External revenue | S | 6,586,438 | 12,515,244 | 19,101,682 | |
| Intra-group revenue | |||||
| Elimination from discontinued operations | (613, 236) | (613, 236) | |||
| Total revenue | 6.586.438 | 11.902.008 | 18,488,446 | ||
| Profit from segments reported | \$ | 394,401 | 470,103 | 864,504 | |
| Elimination from discontinued operation | (67, 965) | (67, 965) | |||
| Total profit | S | 394,401 | 402,138 | 796,539 |
PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
| (restated) | ||||
|---|---|---|---|---|
| Computer Peripherals |
Non-computer Peripherals |
Total | ||
| External revenue | \$ | 7,605,687 | 10,177,144 | 17.782,831 |
| Intra-group revenue Elimination from discontinued operation |
(562, 204) | (562, 204) 17,220,627 |
||
| Total revenue Profit from segments reported |
7.605,687 408,255 |
9,614,940 352,981 |
761,236 | |
| Elimination from discontinued operation Total profit |
S | 408,255 | (55, 834) 297,147 |
(55, 834) 705,402 |
For the nine months ended September 30, 2016
| Computer Peripherals |
Non-computer Peripherals |
Total | ||
|---|---|---|---|---|
| External revenue | S | 19,628,038 | 29,044,066 | 48,672,104 |
| Intra-group revenue | (1,878,077) | |||
| Elimination from discontinued operation Total revenue |
19.628.038 | (1,878,077) 27,165,989 |
46,794,027 | |
| Profit from segments reported | S | 1,173,653 | 1,020,758 (202, 982) |
2,194,411 (202,982) |
| Elimination from discontinued operation Total profit |
173.653 | 817.776 | 1,991,429 |
$\ddot{\phantom{a}}$
$\mathbf{r}$
For the nine months ended September 30, 2015
| (restated) | ||||
|---|---|---|---|---|
| Computer Peripherals |
Non-computer Peripherals |
Total | ||
| External revenue | \$ | 21,095,329 | 24,184,993 | 45,280,322 |
| Intra-group revenue Elimination from discontinued operation |
(1,475,753) | (1,475,753) | ||
| Total revenue Profit from segments reported |
\$ | 21,095,329 1,158,495 |
22,709,240 579,086 |
43,804,569 1,737,581 |
| Elimination from discontinued operation Total profit |
S | .158.495 | (50, 847) 528,239 |
(50, 847) 1,686,734 |