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TWM — Interim / Quarterly Report 2019
Nov 8, 2019
52277_rns_2019-11-08_bfd756b0-a2dc-4fc1-8355-f356422811e5.pdf
Interim / Quarterly Report
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Taiwan Mobile Co., Ltd. and Subsidiaries
Consolidated Financial Statements for the Nine Months Ended September 30, 2019 and 2018 and Independent Auditors’ Review Report
INDEPENDENT AUDITORS’ REVIEW REPORT
The Board of Directors and Stockholders Taiwan Mobile Co., Ltd.
Introduction
We have reviewed the accompanying consolidated financial statements of Taiwan Mobile Co., Ltd. and its subsidiaries (collectively, the “Group”) as of September 30, 2019 and 2018, and the consolidated statements of comprehensive income for the three months and the nine months ended September 30, 2019 and 2018, and the consolidated statement of changes in equity and cash flows for the nine months ended September 30, 2019 and 2018, and the related notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.
Scope of Review
We conducted our reviews in accordance with the Statement of Auditing Standards No. 65 “Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our reviews, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as of September 30, 2019 and 2018, and its consolidated financial performance for the three months and the nine months ended September 30, 2019 and 2018 and its consolidated cash flows for the nine months ended September 30, 2019 and 2018 in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Accounting Standard 34 “Interim Financial Reporting”.
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The engagement partners on the reviews resulting in this independent auditors’ review report are Li-Wen Kuo and Kwan-Chung Lai.
Deloitte & Touche Taipei, Taiwan Republic of China November 8, 2019
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, consolidated results of operations, and consolidated cash flows in accordance with accounting principles and practices generally accepted in Taiwan, the Republic of China (“ROC”) and not those of any other jurisdictions. The standards, procedures and practices to review such financial statements are those generally accepted and applied in Taiwan, the ROC.
For the convenience of readers, the auditors’ review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in Taiwan, the ROC. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ review report and consolidated financial statements shall prevail.
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TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6 and 30) Financial assets at fair value through profit or loss (Note 30) Financial assets at fair value through other comprehensive income (Note 7) Contract assets (Note 23) Notes and accounts receivable, net (Note 8) Accounts receivable due from related parties (Note 30) Other receivables (Note 30) Inventories (Note 9) Prepayments (Note 30) Assets held for sale Other financial assets (Notes 30 and 31) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income (Note 7) Contract assets (Note 23) Investments accounted for using equity method (Notes 10 and 30) Property, plant and equipment (Note 13) Right-of-use assets (Notes 14 and 30) Investment properties (Note 15) Concessions (Notes 16 and 31) Goodwill (Note 16) Other intangible assets (Note 16) Deferred tax assets Incremental costs of obtaining a contract (Note 23) Other financial assets (Notes 30, 31 and 32) Other non-current assets (Notes 17 and 30) Total non-current assets |
September 30, 2019 (Reviewed) |
December 31, 2018 (Audited) |
September 30, 2018 (Reviewed) |
|||
|---|---|---|---|---|---|---|
| Amount % $ 13,023,288 8 - - 249,034 - 4,911,308 3 7,585,200 5 155,872 - 2,151,715 2 4,706,877 3 738,341 1 - - 600,461 - 106,576 - 34,228,672 22 2,500 - 4,786,983 3 3,506,891 2 1,640,080 1 36,990,076 23 9,930,778 6 2,978,278 2 38,414,344 24 15,872,595 10 5,548,621 3 805,778 1 2,243,280 2 208,224 - 1,672,806 1 124,601,234 78 |
Amount % $ 7,498,710 5 81,474 - 255,732 - 5,472,357 4 7,531,858 5 137,958 - 2,066,105 1 3,945,663 3 584,799 1 - - 576,542 - 917,689 1 29,068,887 20 - - 4,763,899 3 3,208,519 2 1,435,607 1 38,855,960 26 - - 2,999,403 2 40,528,874 27 15,872,595 11 5,774,176 4 806,521 1 2,946,282 2 131,110 - 1,275,195 1 118,598,141 80 |
Amount % $ 5,935,009 4 87,365 - 252,247 - 5,645,634 4 7,669,514 5 128,782 - 1,792,005 1 3,272,541 2 818,268 1 2,571 - 410,161 - 959,692 1 26,973,789 18 - - 4,819,168 3 3,233,184 2 1,400,912 1 39,477,725 27 - - 2,991,627 2 41,286,668 28 15,872,595 11 5,773,880 4 818,450 1 3,266,998 2 130,587 - 1,401,914 1 120,473,708 82 |
TOTAL $ 158,829,906 100 $ 147,667,028 100 $ 147,447,497 100
| LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Short-term notes and bills payable (Note 18) Contract liabilities (Note 23) Notes and accounts payable Accounts payable due to related parties (Note 30) Other payables (Note 30) Current tax liabilities Provisions (Note 20) Lease liabilities (Notes 14, 27 and 30) Advance receipts Long-term liabilities, current portion (Notes 18 and 19) Other current liabilities (Note 30) Total current liabilities NON-CURRENT LIABILITIES Financial liabilities at fair value through profit or loss Contract liabilities (Note 23) Bonds payable (Note 19) Long-term borrowings (Note 18) Provisions (Note 20) Deferred tax liabilities Lease liabilities (Notes 14, 27 and 30) Net defined benefit liabilities Guarantee deposits Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (Note 22) Common stock Capital collected in advance Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity interests Treasury stock Total equity attributable to owners of the parent NON-CONTROLLING INTERESTS (Note 22) Total equity TOTAL |
September 30, 2019 (Reviewed) |
December 31, 2018 (Audited) |
September 30, 2018 (Reviewed) |
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|---|---|---|---|---|---|---|
| Amount % $ 15,670,000 10 1,200,000 1 1,726,286 1 11,897,943 7 180,126 - 8,387,740 5 2,561,672 2 102,327 - 3,525,545 2 119,946 - 4,803,227 3 2,482,571 2 52,657,383 33 - - 47,871 - 17,214,347 11 8,636,924 5 1,448,562 1 960,745 1 6,373,530 4 471,530 - 1,093,515 1 522,124 - 36,769,148 23 89,426,531 56 34,679,531 22 279,910 - 19,110,633 12 28,922,281 18 95,381 - 10,054,123 6 (26,166) - (29,717,344) (18) 63,398,349 40 6,005,026 4 69,403,375 44 $ 158,829,906 100 |
Amount % $ 10,270,000 7 1,498,992 1 2,030,793 1 6,756,980 5 179,588 - 9,581,496 6 2,377,000 2 120,334 - - - 111,250 - 6,802,916 5 2,154,154 1 41,883,503 28 1,861 - 56,144 - 24,419,137 17 8,889,438 6 1,400,954 1 917,261 1 - - 510,880 - 1,013,905 1 580,249 - 37,789,829 26 79,673,332 54 34,208,519 23 29,819 - 12,580,692 9 27,558,064 19 362,703 - 16,954,448 11 (95,381) - (29,717,344) (20) 61,881,520 42 6,112,176 4 67,993,696 46 $ 147,667,028 100 |
Amount % $ 5,390,773 4 2,398,684 2 1,982,337 1 6,602,305 4 158,444 - 8,998,294 6 2,845,219 2 127,198 - - - 101,165 - 9,803,157 7 2,070,579 1 40,478,155 27 1,960 - 59,648 - 29,199,701 20 8,940,274 6 1,389,787 1 916,004 1 - - 395,711 - 1,003,661 1 585,110 - 42,491,856 29 82,970,011 56 34,208,328 23 191 - 12,299,832 8 27,558,064 19 362,703 - 13,959,072 10 (64,600) - (29,717,344) (20) 58,606,246 40 5,871,240 4 64,477,486 44 $ 147,447,497 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)
| OPERATING REVENUES (Notes 23, 30 and 36) OPERATING COSTS (Notes 9, 30, 34 and 36) GROSS PROFIT FROM OPERATIONS OPERATING EXPENSES (Notes 30, 34 and 36) Marketing Administrative Expected credit loss Total operating expenses OTHER INCOME AND EXPENSES, NET (Notes 30 and 36) OPERATING INCOME (Note 36) NON-OPERATING INCOME AND EXPENSES Other income (Notes 24 and 30) Other gains and losses, net (Notes 24 and 30) Finance costs (Notes 24 and 30) Share of profit (loss) of associates accounted for using equity method Total non-operating income and expenses PROFIT BEFORE TAX INCOME TAX EXPENSE (Note 25) NET PROFIT OTHER COMPREHENSIVE INCOME (LOSS) (Notes 22 and 25) Items that will not be reclassified subsequently to profit or loss Remeasurements of defined benefit plans Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income (loss) of associates accounted for using equity method Items that may be reclassified subsequently to profit or loss Exchange differences on translation Share of other comprehensive income (loss) of associates accounted for using equity method Other comprehensive income (loss) (after tax) TOTAL COMPREHENSIVE INCOME NET PROFIT ATTRIBUTABLE TO: Owners of the parent Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the parent Non-controlling interests EARNINGS PER SHARE (Note 26) Basic earnings per share Diluted earnings per share |
For the Three Months Ended September 30 | For the Three Months Ended September 30 | For the Three Months Ended September 30 | **For the Nine Months ** | Ended September 30 | Ended September 30 | ||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||||
| Amount % $ 30,825,915 100 22,691,898 74 8,134,017 26 2,593,839 8 1,307,808 4 70,930 - 3,972,577 12 114,973 - 4,276,413 14 146,986 - (28,175 ) - (141,920 ) - (522) - (23,631) - 4,252,782 14 840,738 3 3,412,044 11 - - (1,143,034 ) (4 ) 269 - (30,624 ) - 5,822 - (1,167,567) (4) $ 2,244,477 7 $ 3,253,393 11 158,651 - $ 3,412,044 11 $ 2,098,701 7 145,776 - $ 2,244,477 7 $ 1.17 $ 1.15 |
Amount % $ 28,319,973 100 20,179,285 71 8,140,688 29 2,715,117 10 1,224,373 4 116,726 - 4,056,216 14 127,321 - 4,211,793 15 112,130 - (37,123 ) - (152,687 ) - (41) - (77,721) - 4,134,072 15 680,796 3 3,453,276 12 - - 392,201 1 (3,028 ) - (26,794 ) - 2,288 - 364,667 1 $ 3,817,943 13 $ 3,273,365 11 179,911 1 $ 3,453,276 12 $ 3,654,386 13 163,557 - $ 3,817,943 13 $ 1.21 $ 1.16 |
Amount % $ 90,313,139 100 65,863,707 73 24,449,432 27 7,865,130 9 3,932,546 4 196,059 - 11,993,735 13 374,780 - 12,830,477 14 224,328 - (66,113 ) - (433,638 ) - 11,159 - (264,264) - 12,566,213 14 2,467,685 3 10,098,528 11 - - 71,615 - 8,643 - (13,724 ) - 4,277 - 70,811 - $ 10,169,339 11 $ 9,530,067 11 568,461 - $ 10,098,528 11 $ 9,599,403 11 569,936 - $ 10,169,339 11 $ 3.46 $ 3.39 |
Amount % $ 87,166,400 100 61,153,521 70 26,012,879 30 8,502,177 10 3,803,663 4 302,196 - 12,608,036 14 490,824 - 13,895,667 16 189,224 - (97,641 ) - (453,098 ) - (7,878) - (369,393) - 13,526,274 16 2,367,946 3 11,158,328 13 18,302 - 239,147 - (12,062 ) - (16,380 ) - (1,236) - 227,771 - $ 11,386,099 13 $ 10,551,603 12 606,725 1 $ 11,158,328 13 $ 10,803,473 12 582,626 1 $ 11,386,099 13 $ 3.88 $ 3.76 |
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The accompanying notes are an integral part of the consolidated financial statements.
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TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
BALANCE, JANUARY 1, 2018 Effect of retrospective application ADJUSTED BALANCE, JANUARY 1, 2018 Distribution of 2017 earnings Legal reserve Reversal of special reserve Cash dividends Total distribution of earnings Cash dividends from capital surplus Profit for the nine months ended September 30, 2018 Other comprehensive income (loss) for the nine months ended September 30, 2018 Total comprehensive income (loss) for the nine months ended September 30, 2018 Conversion of convertible bonds to common stock Changes in equity of associates accounted for using equity method Changes in percentage of ownership interests in subsidiaries Cash dividends paid to non-controlling interests of subsidiaries Increase in non-controlling interests BALANCE, SEPTEMBER 30, 2018 BALANCE, JANUARY 1, 2019 Effect of retrospective application ADJUSTED BALANCE, JANUARY 1, 2019 Distribution of 2018 earnings Legal reserve Reversal of special reserve Cash dividends Total distribution of earnings Profit for the nine months ended September 30, 2019 Other comprehensive income (loss) for the nine months ended September 30, 2019 Total comprehensive income (loss) for the nine months ended September 30, 2019 Conversion of convertible bonds to common stock Cash dividends paid to non-controlling interests of subsidiaries BALANCE, SEPTEMBER 30, 2019 |
Equity Attributable to Owners of the Parent | Equity Attributable to Owners of the Parent | Total Non-controlling Interests $ 59,631,863 $ 5,879,738 3,418,600 (39) 63,050,463 5,879,699 - - - - (13,610,406) - (13,610,406) - (1,633,249) - 10,551,603 606,725 251,870 (24,099) 10,803,473 582,626 1,944 - 4,368 2,409 (10,347) 12,663 - (616,452) - 10,295 $ 58,606,246 $ 5,871,240 $ 61,881,520 $ 6,112,176 32,605 16,275 61,914,125 6,128,451 - - - - (15,366,223) - (15,366,223) - 9,530,067 568,461 69,336 1,475 9,599,403 569,936 7,251,044 - - (693,361) $ 63,398,349 $ 6,005,026 |
Total Equity $ 65,511,601 3,418,561 68,930,162 - - (13,610,406) (13,610,406) (1,633,249) 11,158,328 227,771 11,386,099 1,944 6,777 2,316 (616,452) 10,295 $ 64,477,486 $ 67,993,696 48,880 68,042,576 - - (15,366,223) (15,366,223) 10,098,528 70,811 10,169,339 7,251,044 (693,361) $ 69,403,375 |
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|---|---|---|---|---|---|---|---|
| Common Stock $ 34,208,328 - 34,208,328 - - - - - - - - - - - - - $ 34,208,328 $ 34,208,519 - 34,208,519 - - - - - - - 471,012 - $ 34,679,531 |
Capital Collected in Advance Capital Surplus $ - $ 13,939,278 - - - 13,939,278 - - - - - - - - - (1,633,249) - - - - - - 191 1,753 - 2,397 - (10,347) - - - - $ 191 $ 12,299,832 $ 29,819 $ 12,580,692 - - 29,819 12,580,692 - - - - - - - - - - - - - - 250,091 6,529,941 - - $ 279,910 $ 19,110,633 |
Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 26,138,846 $ 690,034 $ 14,735,424 - - 3,354,181 26,138,846 690,034 18,089,605 1,419,218 - (1,419,218) - (327,331) 327,331 - - (13,610,406) 1,419,218 (327,331) (14,702,293) - - - - - 10,551,603 - - 18,186 - - 10,569,789 - - - - - 1,971 - - - - - - - - - $ 27,558,064 $ 362,703 $ 13,959,072 $ 27,558,064 $ 362,703 $ 16,954,448 - - 32,605 27,558,064 362,703 16,987,053 1,364,217 - (1,364,217) - (267,322) 267,322 - - (15,366,223) 1,364,217 (267,322) (16,463,118) - - 9,530,067 - - 121 - - 9,530,188 - - - - - - $ 28,922,281 $ 95,381 $ 10,054,123 |
Other Equity Interests Exchange Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Unrealized Gain (Loss) on Available-for- Differences on Translation Comprehensive Income sale Financial Assets Treasury Stock $ (16,499) $ - $ (346,204) $ (29,717,344) - (281,785) 346,204 - (16,499) (281,785) - (29,717,344) - - - - - - - - - - - - - - - - - - - - - - - - (9,080) 242,764 - - (9,080) 242,764 - - - - - - - - - - - - - - - - - - - - - - $ (25,579) $ (39,021) $ - $ (29,717,344) $ (24,398) $ (70,983) $ - $ (29,717,344) - - - - (24,398) (70,983) - (29,717,344) - - - - - - - - - - - - - - - - - - - - (5,002) 74,217 - - (5,002) 74,217 - - - - - - - - - - $ (29,400) $ 3,234 $ - $ (29,717,344) |
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The accompanying notes are an integral part of the consolidated financial statements.
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TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Depreciation expense Amortization expense Amortization of incremental costs of obtaining a contract Loss on disposal of property, plant and equipment, net Loss on disposal of intangible assets, net Expected credit loss Finance costs Interest income Dividend income Reversal of impairment loss on property, plant and equipment Share of (profit) loss of associates accounted for using equity method Valuation (gain) loss on financial assets and liabilities at fair value through profit or loss Others Changes in operating assets and liabilities Financial assets mandatorily at fair value through profit or loss Contract assets Notes and accounts receivable Accounts receivable due from related parties Other receivables Inventories Prepayments Other current assets Other financial assets Incremental costs of obtaining a contract Contract liabilities Notes and accounts payable Accounts payable due to related parties Other payables Provisions Advance receipts Other current liabilities Net defined benefit liabilities Other non-current liabilities Cash inflows generated from operating activities Interest received Interest paid Income taxes paid |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2019 $ 12,566,213 9,723,595 2,582,492 1,950,516 54,305 - 196,059 433,638 (51,096) (117,211) - (11,159) (5,209) 6,990 84,864 264,859 (404,063) (9,962) (123,992) (761,214) (282,081) 810,449 (5,212) (1,247,514) (76,623) 5,140,963 538 (1,231,872) 365 8,024 92,532 (39,350) - 29,549,844 197 (974) (2,210,403) |
2018 $ 13,526,274 7,476,500 2,732,310 2,635,125 56,815 128,002 302,196 453,098 (46,610) (83,164) (103,586) 7,878 13,915 1,047 736,265 1,721,226 (11,262) (25,292) (9,419) 1,060,823 (319,888) (763,257) (5,944) (1,734,926) (741,187) (1,386,017) 28,812 (1,521,691) (60,637) 12,313 (87,631) (47,333) (14,808) 23,929,947 911 (930) (1,462,925) (Continued) |
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TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property, plant and equipment Acquisition of right-of-use assets Acquisition of intangible assets Increase in prepayments for equipment Increase in prepayments for investment Proceeds from disposal of property, plant and equipment Increase (decrease) in advanced receipts from assets disposals Acquisition of investments accounted for using equity method Redemption of convertible notes Proceeds from capital return of investments accounted for using equity method Net cash outflow on acquisition of subsidiaries Proceeds from capital return of financial assets at fair value through other comprehensive income Increase in refundable deposits Decrease in refundable deposits Increase in other financial assets Decrease in other financial assets Interest received Dividend received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Decrease in short-term notes and bills payable Proceeds from issue of bonds Repayments of bonds payable Repayment of long-term borrowings Repayment of the principal portion of lease liabilities Increase in guarantee deposits received Decrease in guarantee deposits received Cash dividends paid (including paid to non-controlling interests) Interest paid Changes in non-controlling interests Net cash used in financing activities |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2019 $ 27,338,664 (5,109,985) (16,808) (206,165) (200,110) (100,000) 37,146 368 (27,000) - - - - (208,262) 204,232 (152,825) 55,090 46,429 185,379 (5,492,511) 5,400,000 (298,700) - - (2,253,000) (2,824,316) 172,162 (93,114) (16,059,547) (362,330) - (16,318,845) |
2018 $ 22,467,003 (6,068,958) - (289,578) (266,363) - 39,462 (6) (20,771) 491,192 31,090 (2,925) 3,149 (244,055) 223,243 (86,107) 2,473,503 46,690 150,645 (3,519,789) (4,279,522) (3,196,783) 14,984,564 (2,900,000) (8,155,042) - 103,409 (79,275) (15,860,099) (261,007) 2,316 (19,641,439) (Continued) |
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TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2019 $ (2,730) 5,524,578 7,498,710 $ 13,023,288 |
2018 $ (2,310) (696,535) 6,631,544 $ 5,935,009 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)
1. ORGANIZATION AND OPERATIONS
Taiwan Mobile Co., Ltd. (“TWM”) was incorporated in Taiwan, the Republic of China (“ROC”) on February 25, 1997. TWM’s stock was listed on the ROC Over-the-Counter (“OTC”) Securities Exchange (currently known as The Taipei Exchange, TPEx) on September 19, 2000. On August 26, 2002, TWM’s stock was shifted to be listed on the Taiwan Stock Exchange. TWM is mainly engaged in rendering wireless communication service and the sale of mobile phones and accessories, e-books and value-added services.
TWM received a second-generation (“2G”) mobile telecommunications concession operation license issued by the Directorate General of Telecommunications (“DGT”) of the ROC. The license allows TWM to provide services for 15 years from 1997 onwards. The 2G concession license had been renewed by the National Communications Commission (“NCC”) and terminated on June 30, 2017. TWM received a third-generation (“3G”) concession license issued by the DGT in March 2005, and the 3G concession license terminated on December 31, 2018. TWM participated in the fourth-generation (“4G”) mobile spectrum auctions held by NCC for the need of long-term business development and from April 2014 to June 2018 acquired the concession licenses for the mobile broadband spectrum in the 700, 1800 and 2100MHz frequency bands separately, and the aforementioned licenses are valid until December 2030 and December 2033, respectively. In July 2019, the Board of Directors resolved that TWM would participate in the fifth-generation (“5G”) mobile spectrum auction held by NCC.
The accompanying consolidated financial statements comprise of TWM and its subsidiaries (collectively, the “Group”).
2. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS
The Board of Directors approved the consolidated financial statements on November 8, 2019.
3. APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS
- a. Application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), Interpretations of IFRS (“IFRIC”), and Interpretations of IAS (“SIC”) (collectively, the “IFRSs”) endorsed and issued into effect by the ROC Financial Supervisory Commission (“FSC”).
Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies:
IFRS 16 “Leases”
IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Please refer to Note 4 for information relating to the relevant accounting policies.
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Definition of a lease
The Group reassesses whether a contract is, or contains, a lease in accordance with the definition of a lease under IFRS 16. Some contracts, which were previously identified as containing a lease under IAS 17, do not meet the definition of a lease under IFRS 16 and are accounted for in accordance with other standards because the Group does not have the right to direct the use of the identified assets. Contracts that are reassessed as containing a lease are accounted for in accordance with the transitional provisions under IFRS 16.
The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments fall under low-value and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities and the interest portion are classified within financing activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. The difference between the actual payments and the expenses, as adjusted for lease incentives, was recognized as accrued or prepaid expenses. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows.
The Group elected to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information was not restated.
Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments. The Group applies IAS 36 to all right-of-use assets.
The Group also applies the following practical expedients: the Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 was 1%. The difference between the lease liabilities recognized and operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:
| The future minimum lease payments of non-cancellable operating lease commitments on December 31, 2018 Less: Recognition exemption for short-term leases Less: Recognition exemption for leases of low-value assets Less: Adjustment of application scope under IFRS 16 Undiscounted amounts on January 1, 2019 Discounted amounts using the incremental borrowing rate on January 1, 2019 Add: Adjustments as a result of a different treatment of extension Add: Adjustment of application scope under IFRS 16 Lease liabilities recognized on January 1, 2019 |
$ 9,358,238 (32,099) (70,201) (356,676) $ 8,899,262 $ 8,773,930 135,301 1,071,615 $ 9,980,846 |
|---|---|
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The Group as lessor
Except for sublease transactions, the Group does not make any adjustments for leases in which it is a lessor and accounts for those leases with the application of IFRS 16 starting from January 1, 2019.
The Group subleased its leasehold to a third party. Such sublease was classified as an operating lease under IAS 17. The Group determines the sublease is classified as a finance lease on the basis of the remaining contractual terms and conditions of the head lease and sublease on January 1, 2019, and the Group accounts for the sublease as a new finance lease entered into at that date.
The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 was set out as follows:
| Carrying Amount as of December 31, 2018 Current assets Notes and accounts receivable, net (including related parties) $ 7,669,816 Other receivables 2,066,105 Prepayments 584,799 Non-current assets Right-of-use assets - Deferred tax assets 806,521 Other non-current assets 1,275,195 Total effect on assets Current liabilities Other payables 9,581,496 Lease liabilities - Advanced receipts 111,250 Non-current liabilities Deferred tax liabilities 917,261 Lease liabilities - Total effect on liabilities Equity Unappropriated earnings 16,954,448 Non-controlling interests 6,112,176 Total effect on equity |
Adjustments Arising from Initial Application Adjusted Carrying Amount as of January 1, 2019 $ 14,720 $ 7,684,536 (116) 2,065,989 (129,483) 455,316 10,087,654 10,087,654 (11,596) 794,925 10,454 1,285,649 $ 9,971,633 $ (57,235) 9,524,261 3,368,348 3,368,348 (1,557) 109,693 699 917,960 6,612,498 6,612,498 $ 9,922,753 $ 32,605 16,987,053 16,275 6,128,451 $ 48,880 |
|---|---|
-
11 -
-
b. The IFRSs issued by International Accounting Standards Board (“IASB”) and endorsed by FSC for application starting from 2020.
| New IFRSs Amendments to IFRS 3 “Definition of a Business” Amendments to IAS 1 and IAS 8 “Definition of Material” |
Effective Date **Announced by IASB ** |
|---|---|
| January 1, 2020 (Note 1) January 1, 2020 (Note 2) |
-
Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.
-
Note 2: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
- c. New IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC.
| New IFRSs Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark Reform” Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” |
Effective Date Announced by IASB (Note) |
|---|---|
| January 1, 2020 To be determined by IASB January 1, 2021 |
Note: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Except for the following description, the significant accounting policies adopted for the consolidated financial statements are the same as those adopted for the consolidated financial statements for the year ended December 31, 2018.
Statement of Compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 Interim Financial Reporting endorsed and issued into effect by the FSC. The consolidated financial statements do not include all the information which should be disclosed in the annual consolidated financial statements in accordance with the IFRSs endorsed and issued into effect by the FSC.
- 12 -
Basis of Consolidation
-
a. The basis of preparing the consolidated financial statements is the same as that of the consolidated financial statements for the year ended December 31, 2018.
-
b. The subsidiaries included in the consolidated financial statements were as follows:
| Investor Subsidiary Main Business and Products TWM Taiwan Cellular Co., Ltd. (TCC) Investment Wealth Media Technology Co., Ltd. (WMT) Investment TWM Venture Co., Ltd. (TVC) Investment Taipei New Horizon Co., Ltd. (TNH) Building and operating Songshan Cultural and Creative Park BOT project TCC Taiwan Fixed Network Co., Ltd. (TFN) Fixed-line service provider Taiwan Teleservices & Technologies Co., Ltd. (TT&T) Call center service and telephone marketing TWM Holding Co., Ltd. (TWM Holding) Investment TCC Investment Co., Ltd. (TCCI) Investment Taiwan Digital Communications Co., Ltd. (TDC) Mobile phone wholesaling and TV program production Taiwan Digital Service Co., Ltd. (TDS) Commissioned maintenance service Taihsin Property Insurance Agent Co., Ltd. (TPIA) Property insurance agent Tai-Fu Cloud Co., Ltd. (TFC) Type II Telecommunications Business WMT TFN Media Co., Ltd. (TFNM) Type II Telecommunications Business Global Forest Media Technology Co., Ltd. (GFMT) Investment Global Wealth Media Technology Co., Ltd. (GWMT) Investment Win TV Broadcasting Co., Ltd. (WTVB) TV program provider momo.com Inc. (momo) Wholesale and retail sales TFN TFN Union Investment Co., Ltd. (TUI) Investment TFN HK Ltd. Telecommunication service provider TWM Holding TWM Communications (Beijing) Co., Ltd. (TWMC) Mobile application development and design TCCI TCCI Investment and Development Co., Ltd. (TID) Investment TFNM Taiwan Kuro Times Co., Ltd. (TKT) Online music service Yeong Jia Leh Cable TV Co., Ltd. (YJCTV) Cable TV service provider Mangrove Cable TV Co., Ltd. (MCTV) Cable TV service provider Phoenix Cable TV Co., Ltd. (PCTV) Cable TV service provider Union Cable TV Co., Ltd. (UCTV) Cable TV service provider |
Percentage of Ownership September 30, 2019 December 31, 2018 September 30, 2018 Note 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% - - Note 1 49.90% 49.90% 49.90% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% Note 2 - 100.00% 100.00% Note 3 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 45.01% 45.01% 45.01% - 100.00% 100.00% 100.00% Note 2 - 100.00% 100.00% Note 3 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% Note 2 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 29.53% 29.53% 29.53% Note 4 100.00% 100.00% 100.00% - 99.22% 99.22% 99.22% - |
|---|---|
(Continued)
- 13 -
| Investor Subsidiary Main Business and Products TFNM Globalview Cable TV Co., Ltd. (GCTV) Cable TV service provider GFMT UCTV Cable TV service provider GWMT GCTV Cable TV service provider momo Asian Crown International Co., Ltd. (Asian Crown (BVI)) Investment Honest Development Co., Ltd. (Honest Development) Investment Fuli Life Insurance Agent Co., Ltd. (FLI) Life insurance agent Fuli Property Insurance Agent Co., Ltd. (FPI) Property insurance agent Fu Sheng Travel Service Co., Ltd. (FST) Travel agent Bebe Poshe International Co., Ltd. (Bebe Poshe) Wholesale of cosmetics Asian Crown (BVI) Fortune Kingdom Corporation (Fortune Kingdom) Investment Honest Development Hongkong Yue Numerous Investment Co., Ltd. (HK Yue Numerous) Investment Fortune Kingdom Hong Kong Fubon Multimedia Technology Co., Ltd. (HK Fubon Multimedia) Investment HK Yue Numerous Haobo Information Consulting (Shenzhen) Co., Ltd. (Haobo) Investment HK Fubon Multimedia Fubon Gehua (Beijing) Enterprise Ltd. (FGE) Wholesaling |
Percentage of Ownership September 30, 2019 December 31, 2018 September 30, 2018 Note 92.38% 92.38% 92.38% - 0.76% 0.76% 0.76% - 6.83% 6.83% 6.83% - 81.99% 81.99% 81.99% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 85.00% 85.00% 85.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% - 93.55% 93.55% 93.55% - (Concluded) |
|---|---|
Note 1: Set up in September 2019.
Note 2: TCCI, TUI and TID collectively owned 698,752 thousand shares of TWM, representing 19.99% of total outstanding shares as of September 30, 2019.
Note 3: Liquidation procedures were completed in August 2019.
Note 4: The other 70.47% of shares were held under trustee accounts.
- c. Subsidiaries excluded from the consolidated financial statements: None.
Leases
2019
At inception of a contract, the Group assesses whether the contract is, or contains, a lease.
a. The Group as lessor
Leases in which the lessee assumes substantially all of the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.
When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.
- 14 -
Under finance leases, the lease payments comprise fixed payments and in-substance fixed payments. The net investment in a lease is measured at the present value of the sum of the lease payments receivable by a lessor and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of leases.
Lease payments from operating leases are recognized on a straight-line basis over the terms of the relevant leases.
When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The entire lease is classified as an operating lease when it is clear that both elements are operating leases.
b. The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date and an estimate of costs needed to restore the underlying assets. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier dates of the end of the useful lives of the right-of-use assets or the end of the lease term.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments and variable lease payments which depend on an index. The lease payments are discounted using the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
Variable lease payments that do not depend on an index are recognized as expenses in the periods in which they are incurred.
2018
Leases in which the lessee assumes substantially all of the risks and rewards of ownership are classified as finance leases. Other leases are operating leases. Receivables collected are periodically recognized as rental income during the lease contract.
Under an operating lease, rental income or lease payments are recognized as income or expense, respectively, on a straight-line basis over the lease term.
- 15 -
Under a finance lease, the proceeds from the lessee should be recognized on a net basis as lease receivable when the Group is the lessor. The finance income is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the receivable.
Employee Benefits
Defined benefit pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal year.
Income Tax
Income tax expense represents the sum of the tax currently payable and deferred tax. The interim-period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the profit before tax of the interim-period. When tax rate changes during the interim period, the effect of a change in tax rate resulting from a change in tax law is recognized consistently with the accounting for the transaction itself which gives rise to the tax consequence. The effect of the change in tax rate relating to transactions recognized outside profit or loss is recognized as other comprehensive income in full in the period in which the change in tax rate occurs. The effect of the change in tax rate relating to transactions recognized in profit or loss is included in estimating the average annual income tax rate, and consequently recognized throughout the interim period.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Except for the following description, the same critical accounting judgments and key sources of estimation uncertainty have been followed when preparing these interim consolidated financial statements as those that were applied in the preparation of the consolidated financial statements for the year ended December 31, 2018.
Lease Terms - 2019
In determining a lease term, the Group considers all facts and circumstances that create an economic incentive to exercise or not to exercise an option, including any expected changes in facts and circumstances from the commencement date until the exercise date of the option. Main factors considered include contractual terms and conditions for the optional periods, significant leasehold improvements undertaken over the contract term, the importance of the underlying asset to the lessee’s operations, etc. The lease term is reassessed if a significant change in circumstances that are within control of the Group occurs.
6. CASH AND CASH EQUIVALENTS
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2018 | ||||
| Cash on hand and revolving funds | $ | 152,688 |
$ | 156,900 |
$ | 161,604 |
| Cash in banks | 7,955,311 | 3,603,620 | 3,064,389 | |||
| Time deposits | 2,167,192 | 1,588,020 | 1,157,439 | |||
| Government bonds with repurchase rights | 2,748,097 |
2,150,170 |
1,551,577 | |||
| $ | 13,023,288 |
$ | 7,498,710 |
$ | 5,935,009 |
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7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2018 | ||||
| Investments in equity instruments-current | ||||||
| Domestic investments | ||||||
| Listed stocks | $ | 241,260 |
$ | 245,607 |
$ | 239,086 |
| Foreign investments | ||||||
| Unlisted stocks | 7,774 |
10,125 |
13,161 | |||
| $ | 249,034 |
$ | 255,732 |
$ | 252,247 | |
| Investments in equity instruments-non-current | ||||||
| Domestic investments | ||||||
| Listed stocks | $ | 4,078,476 |
$ | 3,778,949 |
$ | 3,727,723 |
| Unlisted stocks | 177,585 | 181,178 | 170,953 | |||
| Foreign investments | ||||||
| Limited partnerships | 500,880 | 775,385 | 892,616 | |||
| Unlisted stocks | 30,042 |
28,387 |
27,876 | |||
| $ | 4,786,983 |
$ | 4,763,899 |
$ | 4,819,168 |
These investments in equity instruments are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believed that recognizing short-term fluctuations from these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.
8. NOTES AND ACCOUNTS RECEIVABLE, NET
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2018 | ||||
| Notes receivable | $ | 103,797 |
$ | 175,658 |
$ | 58,420 |
| Accounts receivable | 7,853,328 | 7,820,249 | 8,086,374 | |||
| Less: Allowance for impairment loss | (371,925) |
(464,049) |
(475,280) | |||
| $ | 7,585,200 |
$ | 7,531,858 |
$ | 7,669,514 |
The main credit terms range from 30 to 90 days.
The Group serves a large consumer base for telecommunications business; therefore, the concentration of credit risk is limited. When performing transactions with customers, the Group considers the record of arrears in the past. In addition, the Group may also collect some telecommunication charges in advance to reduce the risk of payment arrears in subsequent periods.
The Group adopted a policy of dealing with counterparties with considerable scale of operations, certain credit ratings and financial conditions for project business. In addition to examining publicly available financial information and its own historical transaction experience, the Group obtains collateral where necessary to mitigate the risk of loss arising from default. The Group continues to monitor the credit exposure and financial and credit conditions of its counterparties, and spreads the total amount of the transactions among qualified counterparties.
- 17 -
In order to mitigate credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure the recoverability of receivables. In addition, the Group reviews the recoverable amount of trade receivables at balance sheet dates to ensure that adequate allowance is provided for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk could be reasonably reduced.
The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses (ECLs). The ECLs on trade receivables are estimated using a provision matrix with reference to past default experiences of the customers and an analysis of the customers’ current financial positions, as well as forward-looking indicators such as the industrial economic conditions. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision matrix does not distinguish customer segments. As a result, the expected credit loss rate is based on the number of past due days of trade receivables.
The Group writes off a trade receivable when there are evidences indicating that the counterparty is in severe financial difficulty and the trade receivable is considered uncollectible. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
Movements of allowance for doubtful notes and accounts receivables by individual and collective assessment were as follows:
September 30, 2019
| Not Past Due Gross carrying amount $ 7,284,358 Loss allowance (Lifetime ECL) (54,860) Amortized cost $ 7,229,498 December 31, 2018 Not Past Due Gross carrying amount $ 7,269,513 Loss allowance (Lifetime ECL) (56,022) Amortized cost $ 7,213,491 September 30, 2018 Not past due Gross carrying amount $ 7,401,381 Loss allowance (Lifetime ECL) (56,411) Amortized cost $ 7,344,970 |
Overdue 1 to 120 days 121 to 365 days Over 365 days $ 480,631 $ 191,796 $ 340 (135,900) (180,825) (340) $ 344,731 $ 10,971 $ - Overdue 1 to 120 days 121 to 365 days Over 365 days $ 458,984 $ 261,723 $ 5,687 (154,752) (247,788) (5,487) $ 304,232 $ 13,935 $ 200 Overdue 1 to 120 days 121 to 365 days Over 365 days $ 448,708 $ 294,417 $ 288 (143,617) (274,964) (288) $ 305,091 $ 19,453 $ - |
Total $ 7,957,125 (371,925) $ 7,585,200 Total $ 7,995,907 (464,049) $ 7,531,858 Total $ 8,144,794 (475,280) $ 7,669,514 |
|---|---|---|
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Expected credit loss rates of the Group for the aforementioned periods were as follows:
| Not Past Due | ||
|---|---|---|
| and Past Due | Past Due Over | |
| within 120 Days | 120 Days | |
| Telecommunications service | 0.02%-85% | 65.5%-100% |
| Retail business and others | below 10% | 35%-100% |
Movements of the loss allowance of notes and accounts receivable were as follows:
| Beginning balance Add: Provision Recovery Less: Write-off Ending balance |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2019 $ 464,049 195,016 31,635 (318,775) $ 371,925 |
2018 $ 468,474 315,336 14,427 (322,957) $ 475,280 |
The Group entered into accounts receivable factoring contracts with private institutions and sold those overdue accounts receivable that had been written off. Under the contracts, the Group would no longer assume the risk on the receivables. The related factored accounts receivable information was as follows:
| Amount of accounts receivable sold Proceeds of the sale of accounts receivable |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2019 $ 583,132 $ 35,389 |
2018 $ 620,643 $ 37,590 |
9. INVENTORIES
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2019 | 2018 | 2018 | |
| Merchandise | $ 4,699,744 |
$ 3,936,724 |
$ 3,259,651 |
| Materials for maintenance | 7,133 |
8,939 |
12,890 |
| $ 4,706,877 |
$ 3,945,663 |
$ 3,272,541 |
For the three months and the nine months ended September 30, 2019, the cost of goods sold related to the inventories amounted to $15,345,741 thousand and $43,633,227 thousand, respectively, which included the inventory write-down totaling $15,276 thousand and $18,119 thousand, respectively.
For the three months and the nine months ended September 30, 2018, the cost of goods sold related to the inventories amounted to $12,309,216 thousand and $37,281,053 thousand, respectively, which included the inventory write-down totaling $2,962 thousand and $15,083 thousand, respectively.
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10. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Associates, which were not individually material and were accounted for using equity method, were as follows:
| Investee Company Global Home Shopping Co., Ltd. (GHS) Taiwan Pelican Express Co., Ltd. (TPE) kbro Media Co., Ltd. (kbro Media) TVD Shopping Co., Ltd. (TVD Shopping) Alliance Digital Tech Co., Ltd. (ADT) Mistake Entertainment Co., Ltd. (M.E.) AppWorks Ventures Co., Ltd. (AppWorks) |
September 30, 2019 Amount % of Owner- ship $ 711,017 20.00 397,662 17.70 141,419 32.50 124,391 35.00 5,061 14.40 25,530 15.00 235,000 51.00 $ 1,640,080 |
December 31, 2018 Amount % of Owner- ship $ 766,529 20.00 385,706 17.70 154,847 32.50 119,889 35.00 8,636 14.40 - - - - $ 1,435,607 |
September 30, 2018 | |||
|---|---|---|---|---|---|---|
| Amount % of Owner- ship $ 711,823 20.00 382,731 17.70 169,586 32.50 123,998 35.00 12,774 14.40 - - - - $ 1,400,912 |
a. GHS
In June 2015, one of momo’s subsidiaries acquired 20% equity interests of GHS.
Due to non-participation in GHS’s capital increase in October 2015, momo’s subsidiary’s percentage of ownership interests in GHS decreased to 18%. In January 2016, momo’s subsidiary’s percentage of ownership interests in GHS increased to 20% due to the acquisition of additional 2% equity interests of GHS.
b. TPE
In August 2012, momo acquired 20% equity interests of TPE.
As of December 2013, momo held 17.7% equity interests of TPE due to its not subscribing for new stock issued by TPE and selling part of its stock when TPE went public. momo still has significant influence on TPE due to its having two seats on TPE’s board of directors.
c. TVD Shopping
In April 2014, momo acquired 35% equity interests of TVD Shopping for THB155,750 thousand.
On November 23, 2017, an extraordinary stockholders’ meeting of TVD Shopping resolved to reduce its capital stock. momo received $31,090 thousand (THB35,000 thousand) as a proportional capital reduction in January 2018.
d. ADT
In November 2013, TWM acquired 19.23% equity interests of ADT.
In 2014, TWM’s percentage of ownership interests in ADT decreased to 13.33% as TWM did not subscribe for any newly issued ADT stock. In December 2016, TWM increased its percentage of ownership interests in ADT to 14.4% by subscribing for new stock issued by ADT. TWM still has significant influence on ADT due to having a seat on ADT’s board of directors.
- 20 -
ADT had resolved December 31, 2018 as the dissolution date. As of September 30, 2019, ADT was still under liquidation procedures.
e. M.E.
In May 2019, TKT acquired 15% equity interests of M.E. TKT has significant influence on M.E. due to its having a seat on M.E.’s board of directors.
f. AppWorks
In September 2019, TWM acquired 51% equity interests of AppWorks. Payments for the investments in AppWorks were made on October 1, 2019. TWM has no control over AppWorks due to its holding less than half number of seats on AppWorks’s board of directors. Therefore, TWM only has significant influence on AppWorks and accounts for its investments in AppWorks as an associate of TWM, under the equity-method of accounting.
11. SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS
| Subsidiary momo |
Proportion of Non-controlling Interests’ Ownership and Voting Rights |
|---|---|
| September 30, 2019 December 31, 2018 September 30, 2018 54.99% 54.99% 54.99% |
For information on the principal place of business and the company’s country of registration, see Table 7.
The summarized financial information of momo and its subsidiaries had taken into account the adjustments to acquisition-date fair value, and reflected the amounts before eliminations of intercompany transactions as follows:
| September 30, 2019 Current assets $ 9,766,431 Non-current assets 14,650,617 Current liabilities (9,915,146) Non-current liabilities (1,109,929) Equity $ 13,391,973 Equity attributable to: Owners of the parent $ 9,204,978 Non-controlling interests of momo 4,165,765 Non-controlling interests of momo’s subsidiaries 21,230 $ 13,391,973 |
December 31, 2018 September 30, 2018 $ 6,168,249 $ 4,576,887 13,531,769 13,539,750 (5,772,994) (4,610,340) (281,454) (275,807) $ 13,645,570 $ 13,230,490 $ 9,318,968 $ 9,131,798 4,305,001 4,076,376 21,601 22,316 $ 13,645,570 $ 13,230,490 |
|---|---|
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| For the Three Months Ended September 30 2019 2018 Operating revenues $ 12,371,510 $ 9,811,117 Profit $ 267,015 $ 310,595 Other comprehensive income (loss) (23,113) (29,954) Comprehensive income $ 243,902 $ 280,641 Profit (loss) attributable to: Owners of the parent $ 120,270 $ 140,373 Non-controlling interests of momo 146,908 171,464 Non-controlling interests of momo’s subsidiaries (163) (1,242) $ 267,015 $ 310,595 Comprehensive income (loss) attributable to: Owners of the parent $ 110,032 $ 126,771 Non-controlling interests of momo 134,403 154,852 Non-controlling interests of momo’s subsidiaries (533) (982) $ 243,902 $ 280,641 Net cash generated from operating activities Net cash used in investing activities Net cash used in financing activities Effect of exchange rate changes Net increase (decrease) in cash Dividendspaid to non-controlling interests |
For the Three Months Ended September 30 2019 2018 Operating revenues $ 12,371,510 $ 9,811,117 Profit $ 267,015 $ 310,595 Other comprehensive income (loss) (23,113) (29,954) Comprehensive income $ 243,902 $ 280,641 Profit (loss) attributable to: Owners of the parent $ 120,270 $ 140,373 Non-controlling interests of momo 146,908 171,464 Non-controlling interests of momo’s subsidiaries (163) (1,242) $ 267,015 $ 310,595 Comprehensive income (loss) attributable to: Owners of the parent $ 110,032 $ 126,771 Non-controlling interests of momo 134,403 154,852 Non-controlling interests of momo’s subsidiaries (533) (982) $ 243,902 $ 280,641 Net cash generated from operating activities Net cash used in investing activities Net cash used in financing activities Effect of exchange rate changes Net increase (decrease) in cash Dividendspaid to non-controlling interests |
For the Three Months Ended September 30 2019 2018 Operating revenues $ 12,371,510 $ 9,811,117 Profit $ 267,015 $ 310,595 Other comprehensive income (loss) (23,113) (29,954) Comprehensive income $ 243,902 $ 280,641 Profit (loss) attributable to: Owners of the parent $ 120,270 $ 140,373 Non-controlling interests of momo 146,908 171,464 Non-controlling interests of momo’s subsidiaries (163) (1,242) $ 267,015 $ 310,595 Comprehensive income (loss) attributable to: Owners of the parent $ 110,032 $ 126,771 Non-controlling interests of momo 134,403 154,852 Non-controlling interests of momo’s subsidiaries (533) (982) $ 243,902 $ 280,641 Net cash generated from operating activities Net cash used in investing activities Net cash used in financing activities Effect of exchange rate changes Net increase (decrease) in cash Dividendspaid to non-controlling interests |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|---|---|
| 2019 2018 $ 35,922,568 $ 29,625,278 $ 974,513 $ 1,036,953 2,891 (43,965) $ 977,404 $ 992,988 $ 438,768 $ 468,674 535,949 572,479 (204) (4,200) $ 974,513 $ 1,036,953 $ 440,184 $ 448,814 537,679 548,221 (459) (4,047) $ 977,404 $ 992,988 For the Nine Months Ended September 30 |
|||||
| 2019 $ 4,728,601 (195,105) (1,468,158) (889) $ 3,064,449 $ (693,102) |
2018 $ 890,682 (630,503) (1,123,422) (541) $ (863,784) $ (616,090) |
12. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS
In August 2018, momo and its subsidiaries increased the capital of Asian Crown (BVI) to invest in FGE. Due to non-proportional investment in capital increase (Tong-An Investment Co., Ltd. participated in the capital increase), momo’s ownership percentage in Asian Crown (BVI) increased from 76.26% to 81.99%, and HK Fubon Multimedia’s ownership percentage in FGE increased from 91.30% to 93.55%. The above transactions did not result in losing control of FGE, and were therefore considered as equity transactions.
| Proceeds from capital injection Increase in non-controlling interests due to equity transaction involving subsidiaries Capital surplus - changes in percentage of equity in subsidiaries |
$ 2,316 (12,663) $ (10,347) |
|---|---|
- 22 -
13. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance, January 1, 2019 Additions Reclassification Disposals and retirements Effect of exchange rate changes Balance, September 30, 2019 Accumulated depreciation and impairment Balance, January 1, 2019 Depreciation Reclassification Disposals and retirements Effect of exchange rate changes Balance, September 30, 2019 Carrying amount, January 1, 2019 Carrying amount, September 30, 2019 Cost Balance, January 1, 2018 Additions Reclassification Disposals and retirements Effect of exchange rate changes Balance, September 30, 2018 Accumulated depreciation and impairment Balance, January 1, 2018 Depreciation Reversal of impairment loss Reclassification Disposals and retirements Effect of exchange rate changes Balance, September 30, 2018 Carrying amount, September 30, 2018 |
Land $ 8,289,085 - 3,593 (18,112 ) - $ 8,274,566 $ 1,662 - - - - $ 1,662 $ 8,287,423 $ 8,272,904 $ 8,250,857 - (35,303 ) (2,784 ) - $ 8,212,770 $ 83,426 - (81,764 ) - - - $ 1,662 $ 8,211,108 |
Buildings $ 5,672,957 1,116 3,891 (22,599 ) - $ 5,655,365 $ 1,499,982 121,102 1,570 (8,238 ) - $ 1,614,416 $ 4,172,975 $ 4,040,949 $ 5,552,706 12,098 62,828 (1,164 ) - $ 5,626,468 $ 1,369,660 118,162 (21,822 ) (5,568 ) (439 ) - $ 1,459,993 $ 4,166,475 |
Telecommuni- cations Equipment and Machinery $ 87,623,044 589,048 3,967,978 (1,068,008 ) (1,915) $ 91,110,147 $ 64,521,396 5,900,643 - (1,010,993 ) (1,768) $ 69,409,278 $ 23,101,648 $ 21,700,869 $ 84,505,063 223,384 4,530,434 (2,737,163 ) (2,004) $ 86,519,714 $ 59,427,788 6,357,639 - (1,061 ) (2,655,874 ) (1,723) $ 63,126,769 $ 23,392,945 |
Others Construction in Progress and Equipment to Be Inspected $ 9,346,834 $ 1,349,217 205,739 4,227,514 99,689 (4,083,218 ) (238,361 ) (38 ) (125) - $ 9,413,776 $ 1,493,475 $ 7,402,137 $ - 766,301 - - - (236,436 ) - (105) - $ 7,931,897 $ - $ 1,944,697 $ 1,349,217 $ 1,481,879 $ 1,493,475 $ 8,924,688 $ 1,766,195 370,868 4,769,563 339,347 (4,952,728 ) (338,046 ) (1,030 ) (131) - $ 9,296,726 $ 1,582,000 $ 6,515,214 $ - 985,743 - - - - - (329,334 ) - (94) - $ 7,171,529 $ - $ 2,125,197 $ 1,582,000 |
Total $ 112,281,137 5,023,417 (8,067 ) (1,347,118 ) (2,040) $ 115,947,329 $ 73,425,177 6,788,046 1,570 (1,255,667 ) (1,873) $ 78,957,253 $ 38,855,960 $ 36,990,076 $ 108,999,509 5,375,913 (55,422 ) (3,080,187 ) (2,135) $ 111,237,678 $ 67,396,088 7,461,544 (103,586 ) (6,629 ) (2,985,647 ) (1,817) $ 71,759,953 $ 39,477,725 |
|---|---|---|---|---|---|
-
23 -
-
a. The estimated useful lives, for the current and comparative years, of significant items of property, plant and equipment are as follows:
Buildings Primary buildings 20-55 years Mechanical and electrical equipment 5-15 years Telecommunications equipment and machinery 2-20 years Others 2-20 years
- b. The fair values of parts of TWM’s properties (land and buildings) were measured using Level 3 inputs using income approach and comparative approach by HomeBan Appraisers Joint Firm. As the recoverable amount, fair value less cost to sell, is higher than the carrying amount, an impairment loss is reversed to the extent of the impairment losses that have been recognized in previous years. For the nine months ended September 30, 2018, the reversal of impairment loss of $103,586 thousand was included in other gains and losses in the statement of comprehensive income.
14. LEASE ARRANGEMENTS
- a. Right-of-use assets - 2019
| September 30, | September 30, | |||
|---|---|---|---|---|
| 2019 | ||||
| Carrying amounts | ||||
| Land | $ | 564,445 | ||
| Buildings | 8,293,831 | |||
| Telecommunications equipment and machinery | 953,746 | |||
| Others | 118,756 | |||
| $ | 9,930,778 | |||
| For | the Three | For the Nine | ||
| Months Ended | Months Ended | |||
| September 30, | September 30, | |||
| 2019 | 2019 | |||
| Additions to right-of-use assets | $ | 2,939,408 | ||
| Depreciation charge for right-of-use assets | ||||
| Land | $ | 58,608 |
$ | 174,609 |
| Buildings | 863,438 | 2,542,418 | ||
| Telecommunications equipment and machinery | 50,792 | 153,873 | ||
| Others | 16,046 |
49,439 | ||
| $ | 988,884 |
$ | 2,920,339 |
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b. Lease liabilities - 2019
| September 30, | |
|---|---|
| 2019 | |
| Carrying amounts | |
| Current | $ 3,525,545 |
| Non-current | $ 6,373,530 |
| Range of discount rate for lease liabilities was as follows: | |
| September 30, | |
| 2019 | |
| Land | 0.82%-1% |
| Buildings | 0.82%-5.44% |
| Telecommunications equipment and machinery | 0.86%-4.38% |
| Others | 0.82%-5.44% |
c. Material lease-in activities and terms
The Group leases base transceiver stations, machine rooms, stores, offices, warehouses, maintenance centers, telecommunications equipment, etc., with most of the lease terms ranging from 1 to 6 years. The Group does not have bargain purchase options to acquire the leasehold assets at the end of the lease terms. In addition, the Group is prohibited from subleasing all or any portion of the underlying assets without the lessors’ consents. The Group can early terminate the arrangements if there are any controversial or other incidental matters that will cause the leasehold assets not being able to meet the purposes of use.
d. Other lease information
Leases, with respect to the Group’s investment properties, under operating lease arrangements are set out in Note 15.
2019
| For | the Three | For the Nine | |
|---|---|---|---|
| Months Ended | Months Ended | ||
| September 30, | September 30, | ||
| 2019 | 2019 | ||
| Expenses related to short-term leases | $ | 9,435 |
$ 45,259 |
| Expenses related to low-value asset leases | $ | 18,050 |
$ 53,063 |
| Expenses related to variable lease payments and not included in | |||
| the measurement of lease liabilities | $ | 10,913 |
$ 30,777 |
| Total cash outflow for leases | $ (3,038,773) |
The Group leases certain buildings, which qualify as short-term leases, and certain office equipment and other assets, which qualify as low-value asset leases. The Group has elected to apply the recognition exemption and, thus, no recognition of right-of-use assets and lease liabilities was made for such leases.
As of September 30, 2019, the amount of lease commitments for short-term leases, for which the recognition exemption is applied, is $29,455 thousand.
- 25 -
2018
Non-cancellable rental payables with respect to operating leases were as follows:
| December 31, | September 30, | |
|---|---|---|
| 2018 | 2018 | |
| Less than one year | $ 3,440,873 |
$ 3,426,577 |
| Between one and five years | 5,876,088 | 6,007,801 |
| More than five years | 41,277 |
67,377 |
| $ 9,358,238 |
$ 9,501,755 |
The Group leases offices, base transceiver stations, machine rooms, stores, maintenance centers, etc., under operating leases. The leases typically run for a period ranging from 1 to 5 years.
The payments of leases and subleases were as follows:
| For | the Three | For the Nine | |
|---|---|---|---|
| Months Ended | Months Ended | ||
| September 30, | September 30, | ||
| 2018 | 2018 | ||
| Minimum lease payments | $ | 945,118 |
$ 2,842,345 |
| Receipts from subleases | (1,805) |
(6,694) |
|
| $ | 943,313 |
$ 2,835,651 |
15. INVESTMENT PROPERTIES
The Group leases its properties to others and thus reclassifies them from property, plant and equipment to investment property.
The fair values of investment properties were measured by using Level 3 inputs, arising from income approach, comparative approach, and cost approach adopted by a third party real estate appraiser, HomeBan Appraisers Joint Firm. As of September 30, 2019, December 31, 2018 and September 30, 2018, the fair values of investment properties were $6,976,270 thousand, $6,979,581 thousand and $6,804,478 thousand, respectively, and the capitalization rates for the aforementioned financial reporting periods were ranging from 1.32%-5.23%, 1.32%-5.23% and 0.94%-5.23%, respectively.
The amounts of depreciation recognized for the three months and the nine months ended September 30, 2019 and 2018 were $5,068 thousand, $4,999 thousand, $15,210 thousand, and $14,956 thousand, respectively.
- 26 -
The maturity analysis of lease payments receivable under operating leases of investment properties as of September 30, 2019 was as follows:
| September 30, | September 30, | |||
|---|---|---|---|---|
| 2019 | ||||
| Year | 1 | $ 153,332 | ||
| Year | 2 | 145,838 | ||
| Year | 3 | 133,358 | ||
| Year | 4 | 96,409 | ||
| Year | 5 | 27,987 | ||
| Year | 6 | and thereafter | 55,975 | |
| $ 612,899 |
The Group leases out investment properties under operating leases. The future minimum lease-payment receivables under non-cancellable leases as of December 31 and September 30, 2018 are as follows:
| December 31, | September 30, | |
|---|---|---|
| 2018 | 2018 | |
| Less than one year | $ 152,807 |
$ 153,295 |
| Between one and five years | 502,272 | 524,190 |
| More than five years | 79,298 |
83,962 |
| $ 734,377 |
$ 761,447 |
16. INTANGIBLE ASSETS
| Cost Balance, January 1, 2019 Addition Disposals and retirements Reclassification Effect of exchange rate changes Balance, September 30, 2019 Accumulated amortization and impairment Balance, January 1, 2019 Amortization Disposals and retirements Effect of exchange rate changes Balance, September 30, 2019 Carrying amount, January 1, 2019 Carrying amount, September 30, 2019 Cost Balance, January 1, 2018 Addition Disposals and retirements Reclassification Effect of exchange rate changes Balance, September 30, 2018 Accumulated amortization and impairment Balance, January 1, 2018 Amortization Disposals and retirements Effect of exchange rate changes Balance, September 30, 2018 Carrying amount, September 30, 2018 |
Conces | sions Service Concessions $ 8,180,078 - - - - $ 8,180,078 $ 1,031,305 134,040 - - $ 1,165,345 $ 7,148,773 $ 7,014,733 $ 8,180,078 - - - - $ 8,180,078 $ 852,586 134,040 - - $ 986,626 $ 7,193,452 |
Goodwill $ 15,872,595 - - - - $ 15,872,595 $ - - - - $ - $ 15,872,595 $ 15,872,595 $ 15,845,930 26,665 - - - $ 15,872,595 $ - - - - $ - $ 15,872,595 |
Othe | r Intangible Asse | ts | Copyrights $ 15,222 8,567 - - - $ 23,789 $ 13,538 9,448 - - $ 22,986 $ 1,684 $ 803 $ - 4,755 - 5,400 - $ 10,155 $ - 4,955 - - $ 4,955 $ 5,200 |
Total $ 75,572,855 146,616 (138,990 ) 95,856 (317) $ 75,676,020 $ 13,397,210 2,582,492 (138,990 ) (252) $ 15,840,460 $ 62,175,645 $ 59,835,560 $ 85,433,406 259,078 (3,518,128 ) 161,665 (332) $ 82,335,689 $ 20,060,586 2,732,310 (3,390,126 ) (224) $ 19,402,546 $ 62,933,143 |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Concession Licenses $ 41,043,375 - - - - $ 41,043,375 $ 7,663,274 1,980,490 - - $ 9,643,764 $ 33,380,101 $ 31,399,611 $ 51,324,375 - (3,427,000 ) - - $ 47,897,375 $ 14,981,287 2,125,254 (3,302,382 ) - $ 13,804,159 $ 34,093,216 |
Computer Software $ 3,907,630 138,031 (138,990 ) 95,856 (317) $ 4,002,210 $ 3,176,937 356,102 (138,990 ) (252) $ 3,393,797 $ 730,693 $ 608,413 $ 3,529,068 227,658 (91,128 ) 156,265 (332) $ 3,821,531 $ 2,851,117 365,640 (87,744 ) (224) $ 3,128,789 $ 692,742 |
Customer Relationships $ 2,654,089 - - - - $ 2,654,089 $ 1,510,663 102,300 - - $ 1,612,963 $ 1,143,426 $ 1,041,126 $ 2,654,089 - - - - $ 2,654,089 $ 1,374,263 102,300 - - $ 1,476,563 $ 1,177,526 |
Operating Rights $ 1,382,000 - - - - $ 1,382,000 $ - - - - $ - $ 1,382,000 $ 1,382,000 $ 1,382,000 - - - - $ 1,382,000 $ - - - - $ - $ 1,382,000 |
Trademarks $ 2,517,866 18 - - - $ 2,517,884 $ 1,493 112 - - $ 1,605 $ 2,516,373 $ 2,516,279 $ 2,517,866 - - - - $ 2,517,866 $ 1,333 121 - - $ 1,454 $ 2,516,412 |
- 27 -
The estimated useful lives for the current and comparative periods are as follows:
Concession licenses 14-17 years Service concessions 44-50 years Computer software 2-10 years Customer relationships 20 years Trademarks 10 years Copyrights Amortized over the broadcast period
a. Concession licenses
In June 2018, TWM returned uplink/downlink 5MHz of bandwidth within the 2100MHz band for the 3G spectrum in advance.
- b. Service concessions
On January 15, 2009, TNH signed a BOT contract with the Department of Cultural Affairs of Taipei City Government. Under the BOT contract, TNH obtained the right to build and operate a development project located at the old Songshan Tobacco Plant. The development concession premium of superficies is amortized on a straight-line basis during the contract period, and the construction costs are amortized on a straight-line basis from the completion date of the construction to the BOT contract expiry date.
- c. Customer relationships, operating rights, and trademarks
The Group measures the fair value of acquired assets when acquisitions occur, and identifies the fair value and amortization periods of the intangible assets which conform to materiality and related standards. Although some of the intangible assets such as operating rights and trademarks have legal useful lives, which can be extended, the Group regards these assets as intangible assets with indefinite useful lives.
-
1) On April 17, 2007, TFN, one of TWM’s wholly-owned subsidiaries, acquired more than 50% of the former Taiwan Fixed Network Co., Ltd. (formerly “TFN”) through a public tender offer. TWM split the former TFN and its subsidiaries into two cash-generating units, i.e., fixed network service and cable television business. Accordingly, customer relationships and operating rights are identified as major intangible assets.
-
2) On September 1, 2010, TFNM, one of TWM’s wholly-owned subsidiaries, acquired 55% of TKT. On August 12, 2011, TFNM acquired 45% of TKT. TWM measured the fair value of the acquired net assets and viewed TKT’s wireless services as one cash-generating unit. Accordingly, trademarks and customer relationships are identified as major intangible assets.
-
3) On July 13, 2011, WMT, one of TWM’s wholly-owned subsidiaries, acquired control over momo. TWM measured the fair value of the acquired assets and viewed momo’s retail business as one cash-generating unit. Accordingly, trademarks are identified as major intangible assets.
-
28 -
d. Goodwill
The carrying amounts of goodwill allocated to the cash-generating units were as follows:
| September 30, 2019 Telecommunications service $ 7,238,758 Fixed network service 357,970 Cable television business 3,269,636 Retail business 5,006,231 $ 15,872,595 |
December 31, 2018 September 30, 2018 $ 7,238,758 $ 7,238,758 357,970 357,970 3,269,636 3,269,636 5,006,231 5,006,231 $ 15,872,595 $ 15,872,595 |
|---|---|
- e. Impairment of assets
See Note 16(e) to the consolidated financial statements for the year ended December 31, 2018 for the related information on impairment of assets. There was no significant evidence indicating impairment of intangible assets as of September 30, 2019.
17. OTHER NON-CURRENT ASSETS
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2018 | ||||
| Long-term accounts receivable | $ | 293,960 |
$ | 101,740 |
$ | 75,094 |
| Refundable deposits | 627,818 | 634,512 | 629,297 | |||
| Prepayments for investment | 100,000 | - | - | |||
| Prepayments for equipment | 139,599 | 29,256 | 186,065 | |||
| Others | 511,429 |
509,687 |
511,458 | |||
| $ | 1,672,806 |
$ | 1,275,195 |
$ | 1,401,914 |
18. BORROWINGS
- a. Short-term borrowings
| September 30, 2019 Unsecured loans $ 15,670,000 Annual interest rate 0.65%-0.95% |
December 31, 2018 September 30, 2018 $ 10,270,000 $ 5,390,773 0.7%-0.96% 0.7%-5.44% |
|---|---|
For the information on endorsements and guarantees, see Note 32(b).
- 29 -
b. Short-term notes and bills payable
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2018 | ||||
| Short-term notes and bills payable | $ | 1,200,000 |
$ | 1,500,000 |
$ | 2,400,000 |
| Less: Discount on short-term notes and bills | ||||||
| payable | - |
(1,008) |
(1,316) | |||
| $ | 1,200,000 |
$ | 1,498,992 |
$ | 2,398,684 | |
| Annual interest rate | 0.678% | 0.788%-0.798% | 0.638%-0.658% | |||
| Long-term borrowings | ||||||
| September 30, | December 31, | September 30, | ||||
| 2019 | 2018 | 2018 | ||||
| Unsecured loans | $ | 6,000,000 | $ | 8,000,000 | $ | 11,000,000 |
| Secured loans | 2,940,209 | 3,192,674 | 3,243,499 | |||
| Less: Current portion | (303,285) | (2,303,236) |
(5,303,225) | |||
| $ | 8,636,924 |
$ | 8,889,438 |
$ | 8,940,274 | |
| Annual interest rate: | ||||||
| Unsecured loans | 0.72%-0.79% | 0.75%-1.07% | 0.72%-1.22% | |||
| Secured loans | 2.0337% | 2.0337% | 2.0337% |
- c. Long-term borrowings
1) Unsecured loans
The Group entered into credit facility agreements with a group of banks for mid-term requirements of operating capital, and the interest is paid periodically. Under certain credit agreements, the loans are treated as revolving credit facilities, and the maturity dates of the loans are based on terms under the agreements. In addition, the expiry date of the repayments is in July 2021, and some credit facilities are subject to financial covenants regarding debt ratios and interest protection multiples during the credit facility period.
2) Secured loans
TNH entered into a syndicated loan agreement, with respect to the investment under the aforementioned BOT contract. The credit agreement originally signed in 2010 has been early terminated. TNH signed another credit agreement with Bank of Taiwan for a $3,400,000 thousand credit amount and a $65,000 thousand guarantee amount on September 5, 2017. The agreement started from the date of the first drawdown of the loan and would last for 7 years with interest payments made on a monthly basis. In accordance with the loan agreement, the regular financial covenants, e.g. current ratio, equity ratio, and interest protection multiples, must be complied with during the credit facility period. For property under the BOT contract and its superficies that have been pledged as collateral, see Note 31 for details.
- 30 -
19. BONDS PAYABLE
| September 30, 2019 3rd domestic unsecured straight corporate bonds $ 4,499,942 5th domestic unsecured straight corporate bonds 14,988,270 3rd domestic unsecured convertible bonds 2,226,077 Less: Current portion (4,499,942) $ 17,214,347 |
December 31, 2018 September 30, 2018 $ 4,499,680 $ 8,999,525 14,986,357 14,985,712 9,432,780 9,714,396 (4,499,680) (4,499,932) $ 24,419,137 $ 29,199,701 |
|---|---|
- a. 3rd domestic unsecured straight corporate bonds
On December 20, 2012, TWM issued $9,000,000 thousand of the 3rd seven-year domestic unsecured bonds; each bond had a face value of $10,000 thousand and a coupon rate of 1.34% per annum, with simple interest due annually. Repayment will be made in the sixth and seventh years in equal installments, i.e., $4,500,000 thousand. As of September 30, 2019, the amount of unamortized bond issue cost was $58 thousand. The trustee of bond holders is Hua Nan Commercial Bank.
Future repayments of the above-mentioned corporate bonds are as follows:
| Year In the fourth quarter of 2019 |
Amount $ 4,500,000 |
|---|---|
- b. 4th domestic unsecured straight corporate bonds
On April 25, 2013, TWM issued $5,800,000 thousand of the 4th five-year domestic unsecured straight corporate bonds, each having a face value of $10,000 thousand and a coupon rate of 1.29% per annum, with simple interest due annually. Repayment will be made in the fourth and fifth years with equal installments, i.e., $2,900,000 thousand. The trustee of bond holders is Hua Nan Commercial Bank.
The above-mentioned corporate bonds were fully liquidated in April 2018.
- c. 5th domestic unsecured straight corporate bonds
On April 20, 2018, TWM issued the 5th domestic unsecured straight corporate bonds. The bonds included five-year and seven-year bonds, with the principal amount of $6,000,000 thousand and $9,000,000 thousand, each having a face value of $10,000 thousand, and coupon rates of 0.848% and 1% per annum, respectively, with simple interest due annually. Repayment will be made in full at maturity. As of September 30, 2019, the amount of unamortized bond issue cost was $11,730 thousand. The trustee of bond holders is Bank of Taiwan.
Future repayments of the above-mentioned corporate bonds are as follows:
| Year 2023 2025 |
Amount $ 6,000,000 9,000,000 $ 15,000,000 |
|---|---|
-
31 -
-
d. 3rd domestic unsecured convertible bonds
On November 22, 2016, TWM issued its 3rd domestic five-year unsecured zero-coupon convertible bonds with an aggregate principal amount of $10,000,000 thousand and a par value of $100 thousand per bond certificate. The conversion price was set initially at $116.1 per share. The conversion price should be adjusted according to the prescribed formula and has been adjusted to $99.9 per share since July 15, 2019. Except for the book closure period, bondholders are entitled to convert bonds into TWM’s common stock from December 23, 2016 to November 22, 2021. The trustee of bond holders is Bank of Taiwan.
If the closing price of TWM’s common stock continues being at least 130% of the conversion price then in effect for 30 consecutive trading days or the aggregate outstanding balance of bonds payable is less than 10% of the original issuance amount, TWM has the right to redeem the outstanding bonds payable at par value in cash during the period from one month after the issuance date to the date 40 days prior to the maturity date.
At the end of the third year from the bond issuance date, bondholders have the right to request TWM to redeem the convertible bonds at par value in cash.
The convertible bonds contain both liability and equity components. The equity component was presented in equity under the heading of capital surplus - option. The effective interest rate of the liability component was 0.9149% per annum on initial recognition. As of September 30, 2019, the amount of unamortized bond discount was $44,123 thousand.
| Proceeds of the issuance (minus transaction costs $10,870 thousand) Equity component Financial liabilities Liability component at the date of issuance Interest charged at an effective interest rate Convertible bonds converted into common stock Liability component on September 30, 2018 Liability component on January 1, 2019 Interest charged at an effective interest rate Convertible bonds converted into common stock Liability component on September 30, 2019 |
$ 9,989,130 (400,564) (35,961) 9,552,605 163,734 (1,943) $ 9,714,396 $ 9,432,780 44,299 (7,251,002) $ 2,226,077 |
|---|---|
As of September 30, 2019, December 31, 2018 and September 30, 2018, the bondholders had requested to convert the bonds at face values of $7,729,800 thousand, $314,200 thousand and $2,000 thousand, respectively.
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20. PROVISIONS
| Restoration Decommissioning Warranties Current Non-current Balance, January 1, 2019 Provision Payment/Reversal Unwinding of discount Balance, September 30, 2019 Balance, January 1, 2018 Provision Payment/Reversal Unwinding of discount Balance, September 30, 2018 |
September 30, 2019 December 31, 2018 September 30, 2018 $ 1,187,488 $ 1,184,823 $ 1,187,282 310,225 268,536 254,745 53,176 67,929 74,958 $ 1,550,889 $ 1,521,288 $ 1,516,985 $ 102,327 $ 120,334 $ 127,198 1,448,562 1,400,954 1,389,787 $ 1,550,889 $ 1,521,288 $ 1,516,985 Restoration Decom- missioning Warranties Total $ 1,184,823 $ 268,536 $ 67,929 $ 1,521,288 38,309 37,675 54,918 130,902 (38,810) (1,714) (69,671) (110,195) 3,166 5,728 - 8,894 $ 1,187,488 $ 310,225 $ 53,176 $ 1,550,889 $ 1,208,093 $ 213,372 $ 128,412 $ 1,549,877 42,028 36,720 71,821 150,569 (66,934) - (125,275) (192,209) 4,095 4,653 - 8,748 $ 1,187,282 $ 254,745 $ 74,958 $ 1,516,985 |
|---|---|
21. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
Domestic firms of the Group adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed and defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages. The employees of the Group’s subsidiaries in other countries are participants of state-managed retirement benefit plans operated by local governments. In accordance with the above provisions, the Group’s contributions to the pension plans amounted to $77,791 thousand and $76,422 thousand for the three months ended September 30, 2019 and 2018, respectively, and $232,076 thousand and $228,845 thousand for the nine months ended September 30, 2019 and 2018, respectively.
b. Defined benefit plan
The Group recognized pension amounts of $1,967 thousand and $1,996 thousand for the three months ended September 30, 2019 and 2018, respectively, and $5,904 thousand and $5,988 thousand for the nine months ended September 30, 2019 and 2018, respectively, by using the actuarially determined pension cost rate.
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22. EQUITY
a. Common stock
As of September 30, 2019, December 31, 2018, and September 30, 2018, TWM’s authorized capital was $60,000,000 thousand and capital issued and outstanding were $34,679,531 thousand, $34,208,519 thousand and $34,208,328 thousand, respectively, divided into 3,467,953 thousand shares, 3,420,852 thousand shares and 3,420,833 thousand shares, respectively, which were all common stocks, at a par value of $10 each.
As of September 30, 2019, December 31, 2018, and September 30, 2018, the bondholders of the 3rd domestic unsecured convertible bonds had requested to convert the bonds into 75,111 thousand, 3,001 thousand and 19 thousand common stocks, respectively. TWM recognized 27,991 thousand, 2,982 thousand and 19 thousand of common stocks, respectively, as capital collected in advance, totaling $279,910 thousand, $29,819 thousand and $191 thousand, respectively. TWM would complete the related corporate registrations after the issuance of new stocks on the record date in accordance with the regulations.
b. Capital surplus
| September 30, 2019 Additional paid-in capital from convertible corporate bonds $ 13,190,698 Treasury stock transactions 5,159,704 Difference between consideration and carrying amount arising from the disposal of subsidiaries’ stock 85,965 Changes in equity of subsidiaries 501,215 Convertible bonds payable options 90,936 Changes in equity of associates accounted for using equity method 48,147 Others 33,968 $ 19,110,633 |
December 31, 2018 September 30, 2018 $ 6,363,714 $ 6,077,348 5,159,704 5,159,704 85,965 85,965 501,215 501,215 387,979 400,484 48,147 42,164 33,968 32,952 $ 12,580,692 $ 12,299,832 |
|---|---|
Under the ROC Company Act, capital surplus generated from the excess of the issue price over the par value of capital stock, including the stock issued for new capital, the conversion premium from convertible corporate bonds, the difference between consideration and carrying amount of subsidiaries’ stock acquired or disposed of, and treasury stock transactions, may be applied to make-up accumulated deficit, if any, or be transferred to capital as stock dividends, or be distributed as cash dividends when there is no accumulated deficit, and this transfer is restricted to a certain percentage of the paid-in capital. The capital surplus arising from changes in equity of subsidiaries, changes in equity of associates accounted for using equity method and the overdue unclaimed dividends could also be applied to make-up accumulated deficit, if any. And the other capital surplus cannot be used by any means.
c. Appropriation of earnings and dividend policy
In accordance with the policy, TWM’s profits earned in a fiscal year shall first be set aside to pay the applicable taxes, offset losses, and set aside for legal reserve pursuant to laws and regulations, unless the legal reserve has reached TWM’s total paid-up capital. The remaining profits shall be set aside for special reserve in accordance with laws, regulations, or business requirements. Any further remaining profits plus unappropriated earnings shall be distributed in accordance with the proposal submitted by the Board of Directors for approval at a stockholders’ meeting.
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TWM adopts a dividend distribution policy whereby only surplus profits of TWM shall be distributed to stockholders. That is, after setting aside amounts for retained earnings based on TWM’s capital budget plan, the residual profits shall be distributed as cash dividends. Stock dividends in a particular year shall be capped at no more than 80% of total dividends to be distributed for that year. The amount of the distributable dividends, the forms in which dividends shall be distributed, and the ratio thereof shall depend on the actual profit and cash positions of TWM and shall be approved by resolutions of the Board of Directors, who shall, upon such approval, recommend the same to the stockholders for approval by resolution at the stockholders’ meetings.
The above appropriation of earnings should be resolved in the annual general stockholders’ meeting (“AGM”) held in the following year.
According to the ROC Company Act, a company shall first set aside its earning for legal reserve until it equals the paid-in capital. The legal reserve may offset losses. After offsetting any deficit, the legal reserve may be transferred to capital and distributed as stock dividends or cash dividends for the amount in excess of 25% of the paid-in capital pursuant to a resolution adopted in the stockholders’ meeting.
TWM distributes and reverses special reserve in accordance with Decree No. 1010012865, Decree No. 1010047490, and “The Q&A for special reserve recognition after adopting IFRS” issued by the FSC.
The appropriations of earnings for 2018 and 2017 which have been resolved in the AGM on June 12, 2019 and June 12, 2018, respectively, were as follows:
| Appropriation of legal reserve Reversal from special reserve Cash dividends to stockholders |
Appropriation of Earnings For Fiscal Year 2018 For Fiscal Year 2017 $ 1,364,217 $ 1,419,218 (267,322) (327,331) 15,366,223 13,610,406 |
Dividends Per Share (NT$) |
|---|---|---|
| For Fiscal Year 2018 For Fiscal Year 2017 $ 5.54897 $ 5 |
The cash dividends of $5 per share mentioned above have been distributed from unappropriated earnings for 2017. In addition, the AGM resolved another cash appropriation from the capital surplus generated from the excess of the issuance price over the par value of capital stock amounting to $1,633,249 thousand, that is, $0.6 per share. Total appropriations distributed were $5.6 per share for 2017.
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d. Other equity interests
| Exchange Differences on Translation Unrealized Gain (Loss) on Financial Assets at FVTOCI Unrealized Gain (Loss) on Available-for- sale Financial Assets Balance, January 1, 2019 $ (24,398) $ (70,983) $ - Exchange differences on translation (6,883) - - Changes in fair value of financial assets at FVTOCI - 14,078 - Changes in other comprehensive income (loss) of associates accounted for using equity method 1,881 4,910 - Income tax effect - 55,229 - Balance, September 30, 2019 $ (29,400) $ 3,234 $ - Balance, January 1, 2018 $ (16,499) $ - $(346,204) Effect of retrospective application - (281,785) 346,204 Adjusted balance, January 1, 2018 (16,499) (281,785) - Exchange differences on translation (8,416) - - Changes in fair value of financial assets at FVTOCI - 271,627 - Changes in other comprehensive income (loss) of associates accounted for using equity method (664) (7,970) - Income tax effect - (20,893) - Balance, September 30, 2018 $ (25,579) $ (39,021) $ - |
Total $ (95,381) (6,883) 14,078 6,791 55,229 $ (26,166) $(362,703) 64,419 (298,284) (8,416) 271,627 (8,634) (20,893) $ (64,600) |
|---|---|
e. Treasury stock
As of September 30, 2019, December 31, 2018 and September 30, 2018, TWM’s stocks held for the investment purposes by TCCI, TUI and TID, which are all wholly-owned by TWM, were 698,752 thousand shares in total, and the market values were $78,260,179 thousand, $74,417,046 thousand and $76,513,300 thousand, respectively. Since TWM’s stocks held by its subsidiaries are regarded as treasury stock, TWM recognized $29,717,344 thousand as treasury stock. For those treasury stock holders, they have the same rights as the other shareholders, except that they are not allowed to subscribe new shares issued by TWM for cash and exercise the voting rights over such treasury stock.
- 36 -
f. Non-controlling interests
| Beginning balance Effect of retrospective application Adjusted beginning balance Portion attributable to non-controlling interests Profit Exchange differences on translation Unrealized gain (loss) on financial asset at FVTOCI Share of other comprehensive income (loss) of associates accounted for using equity method Changes in equity of associates accounted for using equity method Remeasurements of defined benefit plans Changes in ownership interests in subsidiaries Cash dividends paid to non-controlling interests of subsidiaries Increase in non-controlling interest Ending balance |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2019 $ 6,112,176 16,275 6,128,451 568,461 (6,841) 2,308 6,008 - - - (693,361) - $ 6,005,026 |
2018 $ 5,879,738 (39) 5,879,699 606,725 (7,964) (11,587) (4,694) 2,409 146 12,663 (616,452) 10,295 $ 5,871,240 |
23. OPERATING REVENUES
| Revenue from contracts with customers Telecommunications and value-added services Sales revenue Cable TV and broadband services Other operating revenues |
For the Three Months Ended September 30 2019 2018 $ 11,988,429 $ 12,878,147 17,005,817 13,598,615 1,485,483 1,547,668 346,186 295,543 $ 30,825,915 $ 28,319,973 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
||
|---|---|---|---|---|---|
| 2019 $ 11,988,429 17,005,817 1,485,483 346,186 $ 30,825,915 |
2019 $ 36,399,014 48,393,382 4,498,930 1,021,813 $ 90,313,139 |
2018 $ 40,613,970 40,995,699 4,654,480 902,251 $ 87,166,400 |
a. Contract information
Please refer to Note 36 and to Note 4 to the consolidated financial statements for the year ended December 31, 2018.
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b. Contract balances
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2019 | 2018 | 2018 | |
| Contract assets | |||
| Bundle sales | $ 8,490,267 |
$ 8,755,126 |
$ 8,954,737 |
| Less: Allowance for impairment loss | (72,068) |
(74,250) |
(75,919) |
| $ 8,418,199 |
$ 8,680,876 |
$ 8,878,818 | |
| Current | $ 4,911,308 |
$ 5,472,357 |
$ 5,645,634 |
| Non-current | 3,506,891 |
3,208,519 |
3,233,184 |
| $ 8,418,199 |
$ 8,680,876 |
$ 8,878,818 |
For notes and accounts receivable, please refer to Note 8.
The Group measures the loss allowance for contract assets at an amount equal to lifetime ECLs. The contract assets will be transferred to accounts receivable when the corresponding invoice is billed to the client, and the contract assets have substantially the same risk as the trade receivables. Therefore, the Group concluded that the expected loss rates for trade receivables can be applied to the contract assets.
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2019 | 2018 | 2018 | |
| Contract liabilities | |||
| Telecommunications and value-added | |||
| services | $ 1,040,291 |
$ 1,235,446 |
$ 1,188,558 |
| Sales of goods | 24,344 | 141,343 | 99,818 |
| Cable TV and broadband services | 695,596 | 694,228 | 729,762 |
| Others | 13,926 |
15,920 |
23,847 |
| $ 1,774,157 |
$ 2,086,937 |
$ 2,041,985 | |
| Current | $ 1,726,286 |
$ 2,030,793 |
$ 1,982,337 |
| Non-current | 47,871 |
56,144 |
59,648 |
| $ 1,774,157 |
$ 2,086,937 |
$ 2,041,985 |
The changes in balances of contract assets and contract liabilities primarily result from the timing difference between the satisfaction of performance obligation and the payments collected from customers.
c. Assets related to contract costs
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2019 | 2018 | 2018 | |
| Incremental costs of obtaining a | |||
| contract - non-current | $ 2,243,280 |
$ 2,946,282 |
$ 3,266,998 |
The Group considered the past experience and the default clauses in the sale contracts and believed the commission and the subsidy paid for obtaining a contract are wholly recoverable, therefore, such costs are capitalized. Amortization recognized for the three months ended September 30, 2019 and 2018 were $593,316 thousand and $809,496 thousand, respectively, and for the nine months ended September 30, 2019 and 2018 were $1,950,516 thousand and $2,635,125 thousand, respectively.
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24. NON-OPERATING INCOME AND EXPENSES
a. Other income
| Interest income Dividend income Other income b. Other gains and losses, net Loss on disposal of property, plant and equipment, net Loss on disposal of intangible assets, net Valuation gain (loss) on financial assets at FVTPL Valuation gain on financial liabilities at FVTPL Reversal of impairment loss on property, plant and equipment Gain (loss) on foreign exchange Others |
For the Three Months Ended September 30 2019 2018 $ 16,826 $ 12,901 110,773 78,083 19,387 21,146 $ 146,986 $ 112,130 For the Three Months Ended September 30 2019 2018 $ (16,768) $ (25,116) - (3,384) (580) 538 - 3,000 - - (10,094) (9,664) (733) (2,497) $ (28,175) $ (37,123) |
For the Three Months Ended September 30 2019 2018 $ 16,826 $ 12,901 110,773 78,083 19,387 21,146 $ 146,986 $ 112,130 For the Three Months Ended September 30 2019 2018 $ (16,768) $ (25,116) - (3,384) (580) 538 - 3,000 - - (10,094) (9,664) (733) (2,497) $ (28,175) $ (37,123) |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2019 2018 $ 51,096 $ 46,610 117,211 83,164 56,021 59,450 $ 224,328 $ 189,224 For the Nine Months Ended September 30 |
|||||
| 2019 $ (16,768) - (580) - - (10,094) (733) $ (28,175) |
2019 $ (54,305) - 3,390 1,819 - (14,546) (2,471) $ (66,113) |
2018 $ (56,815) (128,002) (21,915) 8,000 103,586 2,999 (5,494) $ (97,641) |
c. Finance costs
| Interest expense Bank loans Corporate bonds Lease liabilities Others Less: Capitalized interest Capitalization rates |
For the Three Months Ended September 30 2019 2018 $ 52,094 $ 55,914 58,803 89,122 24,600 - 7,741 9,124 143,238 154,160 (1,318) (1,473) $ 141,920 $ 152,687 1.34% 1.34% |
For the Three Months Ended September 30 2019 2018 $ 52,094 $ 55,914 58,803 89,122 24,600 - 7,741 9,124 143,238 154,160 (1,318) (1,473) $ 141,920 $ 152,687 1.34% 1.34% |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2019 $ 52,094 58,803 24,600 7,741 143,238 (1,318) $ 141,920 1.34% |
2019 $ 135,795 196,773 73,408 31,368 437,344 (3,706) $ 433,638 1.34% |
2018 $ 186,166 232,980 - 38,653 457,799 (4,701) $ 453,098 1.34% |
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25. INCOME TAX
a. Income tax recognized in profit or loss
| Current income tax expense Current period Prior years’ adjustment Others Deferred income tax expense Temporary differences Changes in tax rates Income tax expense |
For the Three Months Ended September 30 2019 2018 $ 812,556 $ 652,894 1,959 - - (10,198) 814,515 642,696 26,223 38,100 - - 26,223 38,100 $ 840,738 $ 680,796 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
||
|---|---|---|---|---|---|
| 2019 $ 812,556 1,959 - 814,515 26,223 - 26,223 $ 840,738 |
2019 $ 2,347,933 49,670 (17,079) 2,380,524 87,161 - 87,161 $ 2,467,685 |
2018 $ 2,312,996 (85,060) (42,451) 2,185,485 180,499 1,962 182,461 $ 2,367,946 |
The corporate income tax rate was adjusted from 17% to 20% after the amendment of the Income Tax Law in the ROC on January 1, 2018. The effect of such tax rate change on deferred income tax was recognized in profit or loss. In addition, the tax rate applicable to the undistributed portion of earnings to be made in 2018 and thereafter has been reduced from 10% to 5%. Tax rates used by the group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.
b. Income tax recognized in other comprehensive income (loss)
| Deferred income tax expense (income) Unrealized (gain) loss on financial assets at FVTOCI Changes in tax rates - Remeasurements of defined benefit plans Income tax expense (income) |
For the Three Months Ended September 30 2019 2018 $ (2,470) $ 2,087 - - $ (2,470) $ 2,087 |
For the Three Months Ended September 30 2019 2018 $ (2,470) $ 2,087 - - $ (2,470) $ 2,087 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2019 $ (2,470) - $ (2,470) |
2019 $ (55,229) - $ (55,229) |
2018 $ 20,893 (18,302) $ 2,591 |
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c. Income tax examinations
The latest years for which income tax returns have been examined and assessed by the tax authorities were as follows:
| Company TWM TCC WMT TNH TFN TT&T TCCI TDC TDS TPIA TFNM GFMT GWMT WTVB TUI TID TKT YJCTV MCTV PCTV UCTV GCTV momo FLI FPI FST Bebe Poshe |
Year |
|---|---|
| 2017 2017 2017 2017 2017 2017 2017 2019 (except 2018 not yet examined and assessed) 2017 2017 2016 2017 2017 2017 2017 2017 2017 2016 2017 2016 2016 2016 2017 2017 2017 2017 2017 |
26. EARNINGS PER SHARE
| Basic EPS Profit attributable to owners of the parent Effect of potential dilutive common stock: Employees’ compensation Convertible bonds Diluted EPS Profit attributable to owners of the parent (adjusted for potential effect of common stock) |
For the Three Months Ended September 30, 2019 |
For the Three Months Ended September 30, 2019 |
|---|---|---|
| Amount After Income Tax Weighted- average Number of Common Stock $ 3,253,393 2,786,849 - 2,683 7,460 33,068 $ 3,260,853 2,822,600 |
EPS $ 1.17 $ 1.15 |
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| Basic EPS Profit attributable to owners of the parent Effect of potential dilutive common stock Employees’ compensation Convertible bonds Diluted EPS Profit attributable to owners of the parent (adjusted for potential effect of common stock) Basic EPS Profit attributable to owners of the parent Effect of potential dilutive common stock: Employees’ compensation Convertible bonds Diluted EPS Profit attributable to owners of the parent (adjusted for potential effect of common stock) Basic EPS Profit attributable to owners of the parent Effect of potential dilutive common stock Employees’ compensation Convertible bonds Diluted EPS Profit attributable to owners of the parent (adjusted for potential effect of common stock) |
For the Three Months Ended September 30, 2018 |
For the Three Months Ended September 30, 2018 |
|---|---|---|
| Amount After Income Tax Weighted- average Number of Common Stock EPS $ 3,273,365 2,722,081$ 1.21 - 3,058 19,381 95,511 $ 3,292,746 2,820,650 $ 1.16 For the Nine Months Ended September 30, 2019 |
||
| Amount After Income Tax Weighted- average Number of Common Stock EPS $ 9,530,067 2,754,546$ 3.46 - 3,144 42,480 65,371 $ 9,572,547 2,823,061 $ 3.39 For the Nine Months Ended September 30, 2018 |
||
| Amount After Income Tax Weighted- average Number of Common Stock $ 10,551,603 2,722,081 - 3,520 58,263 95,511 $ 10,609,866 2,821,112 |
EPS $ 3.88 $ 3.76 |
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Since TWM has the discretion to settle the employees’ compensation by cash or stock, TWM should presume that the entire amount of the compensation will be settled in stock, and the potential stock dilution should be included in the weighted-average number of stock outstanding used in the calculation of diluted EPS, provided there is a dilutive effect. Such dilutive effect of the potential stock needs to be included in the calculation of diluted EPS until employees’ compensation is approved in the following year.
27. CASH FLOW INFORMATION
Changes in liabilities arising from financing activities:
For the Nine Months Ended September 30, 2019
| Opening Balance Lease liabilities (including current and non-current portions) $ 9,980,846 |
Cash Flows $ (2,897,338) |
Non-cash Changes New Leases Others Closing Balance $ 2,924,220 $ (108,653) $ 9,899,075 |
|
|---|---|---|---|
| New Leases $ 2,924,220 |
28. CAPITAL MANAGEMENT
The Group maintains and manages its capital to meet the minimum paid-in capital required by the competent authority, and to optimize the balance of liabilities and equity in order to maximize shareholders’ return. By periodically reviewing and measuring relative cost, risk, and rate of return to ensure profit and to maintain adequate financial ratios, the Group may adopt various financing approaches to balance its capital structure in order to meet the demands for capital expenditures, working capital, settlements of liabilities, and dividend payments in its normal course of business for the future.
29. FINANCIAL INSTRUMENTS
a. Categories of financial instruments
| September 30, 2019 Financial assets Financial assets at FVTPL (including current and non-current portions) $ 2,500 Financial assets at FVTOCI (including current and non-current portions) 5,036,017 Financial assets measured at amortized cost (including current and non-current portions) (Note 1) 24,646,538 Total $ 29,685,055 |
December 31, 2018 September 30, 2018 $ 81,474 $ 87,365 5,019,631 5,071,415 18,678,535 16,770,449 $ 23,779,640 $ 21,929,229 |
|---|---|
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| September 30, 2019 Financial liabilities Financial liabilities measured at amortized cost (including current and non-current portions) (Note 2) $ 69,833,028 Financial liabilities at FVTPL - Total $ 69,833,028 |
December 31, 2018 September 30, 2018 $ 69,992,701 $73,080,403 1,861 1,960 $ 69,994,562 $73,082,363 |
|---|---|
-
Note 1: The balances comprise cash and cash equivalents, notes and accounts receivable, other receivables, other financial assets and refundable deposits.
-
Note 2: The balances comprise short-term borrowings, short-term notes and bills payable, payables, other financial liabilities (classified as other current liabilities), bonds payable, long-term borrowings and guarantee deposits.
-
b. Fair value of financial instruments
-
1) Financial instruments not at fair value
Except for the table below, the Group considers that the book value of financial assets and liabilities that are not at fair value is close to the fair value, or the fair value cannot be reliably measured.
| Financial liabilities Bonds payable (including current portion) |
September 30, 2019 Carrying Amount Fair Value $ 21,714,289 $ 22,082,667 |
December 31, 2018 Carrying Amount Fair Value $ 28,918,817 $ 29,495,234 |
September 30, 2018 |
|---|---|---|---|
| Carrying Amount Fair Value $ 33,699,633 $ 34,516,174 |
The fair value of bonds payable is measured by Level 2 inputs, using a volume-weighted-average price on the OTC at the end of the reporting period.
- 2) Fair value of financial instruments that are measured at fair value on a recurring basis
The table below provides the related analysis of financial instruments at fair value after initial recognition. Based on the extent that fair value can be observed, the fair value measurements are grouped into Levels 1 to 3:
-
Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
-
Level 2: Inputs other than quoted prices included within Level 1 are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
-
Level 3: Inputs for the assets or liabilities are not based on observable market data (unobservable inputs).
-
44 -
| September 30, 2019 Financial assets at FVTPL Equity instruments Limited partnerships Financial assets at FVTOCI Equity instruments Domestic listed stocks Domestic unlisted stocks Limited partnerships Foreign unlisted stocks Financial liabilities at FVTPL December 31, 2018 Financial assets at FVTPL Beneficiary certificates Financial assets at FVTOCI Equity instruments Domestic listed stocks Domestic unlisted stocks Limited partnerships Foreign unlisted stocks Financial liabilities at FVTPL |
Level 1 $ - $ 4,319,736 - - - $ 4,319,736 $ - Level 1 $ 81,474 $ 4,024,556 - - - $ 4,024,556 $ - |
Level 2 $ - $ - - - 7,774 $ 7,774 $ - Level 2 $ - $ - - - 10,125 $ 10,125 $ 1,861 |
Level 3 $ 2,500 $ - 177,585 500,880 30,042 $ 708,507 $ - Level 3 $ - $ - 181,178 775,385 28,387 $ 984,950 $ - |
Total $ 2,500 $ 4,319,736 177,585 500,880 37,816 $ 5,036,017 $ - Total $ 81,474 $ 4,024,556 181,178 775,385 38,512 $ 5,019,631 $ 1,861 |
|---|---|---|---|---|
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September 30, 2018
Financial assets at FVTPL Beneficiary certificates Financial assets at FVTOCI Equity instruments Domestic listed stocks Domestic unlisted stocks Limited partnerships Foreign unlisted stocks Financial liabilities at FVTPL |
Level 1 $ 87,365 $ 3,966,809 - - - $ 3,966,809 $ - |
Level 2 $ - $ - - - 13,161 $ 13,161 $ 1,960 |
Level 3 $ - $ - 170,953 892,616 27,876 $ 1,091,445 $ - |
Total $ 87,365 $ 3,966,809 170,953 892,616 41,037 $ 5,071,415 $ 1,960 |
|---|---|---|---|---|
There was no transfer between the fair value measurements of Levels 1 and 2 for the nine months ended September 30, 2019 and 2018.
Valuation techniques and assumptions used in fair value determination
-
a) The fair value of financial instruments traded in active markets is based on quoted market prices (including stocks and funds of publicly traded companies).
-
b) Valuation techniques and inputs applied for Level 2 fair value measurement:
For foreign unlisted stocks, the Group takes price fluctuations and risk-free rates into consideration by using the market comparison approach. Call and put options of convertible bonds that adopted binomial tree valuation model were evaluated by the observable closing price of the stocks, volatility, risk-free interest rate, risk discount rate, and liquidity risk at the balance sheet date.
-
c) Valuation techniques and inputs applied for Level 3 fair value measurement:
-
i. Equity instruments
The significant and unobservable input parameter for assessing the unlisted stocks and limited partnerships held by the Group mainly relates to liquidity discount rate. The evaluation of fair value of unlisted stocks is mainly referenced to the same type of companies through the market approach. The fair value of limited partnerships investments was evaluated through the market approach and income approach. The evaluation and assumptions are mainly referenced to related information of comparable market targets and estimated future cash flows. The liquidity discount rates were estimated at 29.6%, 28% and 28% as of September 30, 2019, December 31, 2018 and September 30, 2018, respectively.
- 46 -
ii. Hybrid instruments
Convertible notes were redeemed at maturity in May 2018.
The embedded derivatives instruments of convertible notes are evaluated by using binary tree evaluation models to evaluate fair value, considering significant unobservable inputs are historical volatility of stock prices and liquidity discount rate. Assuming all other variables are constant, an increase (or decrease) in the historical volatility of stock prices used in isolation would result in an increase (or decrease) in the liquidity discount rate. There is a positive correlation between historical volatility of stock prices and fair value and a negative correlation between liquidity discount rate and fair value. As a result, the fair value is affected by historical volatility of stock prices and liquidity discount rate.
- 3) Reconciliation of Level 3 fair value measurements of financial instruments
For the Nine Months Ended September 30, 2019
| Financial Assets | Financial Assets | Financial Assets | |
|---|---|---|---|
| at | FVTPL - | at FVTOCI - | |
| Equity | Equity | ||
| Instruments | Instruments | ||
| Balance at January 1, 2019 | $ | - |
$ 984,950 |
| Additions | 2,500 | - | |
| Recognized in other comprehensive income (unrealized loss | |||
| on financial assets at FVTOCI) | - |
(276,443) | |
| Balance at September 30, 2019 | $ | 2,500 |
$ 708,507 |
For the Nine Months Ended September 30, 2018
| Financial Assets | Financial Assets | Financial Assets | Financial Assets | |
|---|---|---|---|---|
| at | FVTPL - | at | FVTOCI - | |
| Convertible | Equity | |||
| Notes | Instruments | |||
| Balance at January 1, 2018 | $ | 490,931 |
$ | 956,286 |
| Recognized in profit or loss (gain on financial assets at | ||||
| FVTPL) | 261 | - | ||
| Recognized in other comprehensive income (unrealized gain | ||||
| on financial assets at FVTOCI) | - | 138,308 | ||
| Redemption | (491,192) | - | ||
| Capital return | - |
(3,149) | ||
| Balance at September 30, 2018 | $ | - |
$ | 1,091,445 |
-
c. Financial risk management
-
1) The Group’s major financial instruments include equity investments, trade receivables, trade payables, short-term notes and bills payable, bonds payable, borrowings, lease liabilities, etc., and the Group is exposed to the following risks due to usage of financial instruments:
-
a) Credit risk
-
b) Liquidity risk
-
c) Market risk
-
-
47 -
This note presents information concerning the Group’s risk exposure and the Group’s targets, policies and procedures to measure and manage the risks.
-
2) Risk management framework
-
a) Decision-making mechanism
The Board of Directors is the highest supervisory and decision-making body responsible for assessing material risks, designating actions to control these risks, and keeping track of their execution. In addition, the Operations and Management Committee conducts periodic reviews of each business group’s operating target and performance to meet the Group’s guidance and budget.
-
b) Risk management policies
-
i. Promote a risk-management-based business model.
-
ii. Establish a risk management mechanism that can effectively recognize, evaluate, supervise and control risk.
iii. Create a company-wide risk management structure that can limit risk to an acceptable level.
iv. Introduce best risk management practices and continue to seek improvements.
- c) Monitoring mechanism
The Internal Audit Office assesses the potential risks that the Group may face and uses this information as a reference for determining its annual audit plan. The Internal Audit Office reports the results and findings of performing such procedures, and follows up the discrepancies, if any, for actions.
3) Credit risk
Credit risk refers to the risk that a counterparty would default on its contractual obligations resulting in financial loss. The maximum credit exposure of the aforementioned financial instruments is equal to their carrying amounts recognized in consolidated balance sheet as of the balance sheet date. The Group has large trade receivables outstanding with its customers. A substantial majority of the Group’s outstanding trade receivables are not covered by collateral or credit insurance. The Group has implemented ongoing measures including enhancing credit assessments and strengthening overall risk management to reduce its credit risk. While the Group has procedures to monitor and limit exposure to credit risk on trade receivables, there can be no assurance such procedures will effectively limit its credit risk and avoid losses. This risk is heightened during periods when economic conditions worsen.
As the Group serves a large number of unrelated consumers, the concentration of credit risk was limited.
- 4) Liquidity risk
Liquidity risk is the risk that the Group fails to meet the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to manage liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable loss or damage to the Group’s reputation.
- 48 -
The Group manages and maintains sufficient level of capital to ensure the requirements of paying estimated operating expenditures, including financial obligations on each contract. The Group also monitors its bank credit facilities to ensure that the provisions of loan contracts are all complied with. As of September 30, 2019, December 31, 2018 and September 30, 2018, the Group had unused bank facilities of $52,491,122 thousand, $58,376,758 thousand and $60,732,991 thousand, respectively.
The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments, but not including the financial liabilities whose carrying amounts approximate contractual cash flows.
| September 30, 2019 Unsecured loans Secured loans Short-term notes and bills payable Bonds payable Lease liabilities December 31, 2018 Unsecured loans Secured loans Short-term notes and bills payable Bonds payable September 30, 2018 Unsecured loans Secured loans Short-term notes and bills payable Bonds payable |
Contractual Cash Flows Within 1 Year $ 21,764,588 $ 15,734,763 3,193,787 361,957 1,200,004 1,200,004 22,574,020 4,701,180 10,073,738 3,608,086 $ 58,806,137 $ 25,605,990 $ 18,370,540 $ 12,336,530 3,503,401 366,594 1,500,000 1,500,000 30,130,500 4,701,180 $ 53,504,441 $ 18,904,304 $ 16,506,412 $ 10,460,685 3,581,925 268,479 2,400,000 2,400,000 35,063,300 4,761,480 $ 57,551,637 $ 17,890,644 |
1-5 Years $ 6,029,825 999,562 - 8,782,840 6,385,303 $ 22,197,530 $ 6,034,010 1,020,143 - 16,249,320 $ 23,303,473 $ 6,045,727 1,032,426 - 21,121,820 $ 28,199,973 |
More Than 5 Years $ - 1,832,268 - 9,090,000 80,349 $ 11,002,617 $ - 2,116,664 - 9,180,000 $ 11,296,664 $ - 2,281,020 - 9,180,000 $ 11,461,020 |
|---|---|---|---|
5) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within an acceptable range and to optimize the return.
- 49 -
The Group carefully evaluates each financial instrument transaction involving any risk such as exchange rate risk, interest rate risk, and market price risk in order to decrease potential influences caused by market uncertainty.
a) Exchange rate risk
The Group mainly operates in Taiwan, except for international roaming services. Most of the operating revenues and expenses are measured in NTD. A small portion of the expenses is paid in USD, EUR, etc.; thus, the Group purchases currency at the spot rate based on the conservative principle in order to hedge exchange rate risk.
The Group’s foreign currency assets and liabilities exposed to significant exchange rate risk were as follows:
| Foreign currency assets Monetary items RMB USD EUR Non-monetary items RMB USD HKD THB Foreign currency liabilities Monetary items USD EUR HKD JPY |
September 30, 2019 |
|---|---|
| Foreign Currencies Exchange Rate New Taiwan Dollars $ 28,133 4.356 $ 122,549 53,841 31.02 1,670,089 1,152 33.87 39,004 163,227 4.356 711,017 17,115 31.02 530,922 1,965 3.956 7,774 121,892 1.021 124,391 20,075 31.02 622,697 185 33.87 6,279 9,809 3.956 38,805 39,580 0.288 11,389 |
- 50 -
| Foreign currency assets Monetary items RMB USD EUR Non-monetary items RMB USD HKD THB Foreign currency liabilities Monetary items USD EUR Foreign currency assets Monetary items RMB USD EUR Non-monetary items RMB USD HKD THB Foreign currency liabilities Monetary items USD EUR |
December 31, 2018 |
|---|---|
| Foreign Currencies Exchange Rate New Taiwan Dollars $ 17,207 4.464 $ 76,812 37,052 30.79 1,140,858 609 35.05 21,323 171,713 4.464 766,529 26,105 30.79 803,772 2,576 3.93 10,125 125,776 0.953 119,889 11,702 30.79 360,320 19 35.05 677 September 30, 2018 |
|
| Foreign Currencies Exchange Rate New Taiwan Dollars $ 15,587 4.447 $ 69,316 32,960 30.59 1,008,245 497 35.81 17,814 160,068 4.447 711,823 30,091 30.59 920,492 3,362 3.914 13,161 130,731 0.949 123,998 13,660 30.59 417,860 1,001 35.81 35,836 |
Please refer to Note 24(b) for the information related to the Group’s realized and unrealized foreign exchange gains (losses) for the three months and the nine months ended September 30, 2019 and 2018, respectively. Due to the variety of foreign currency transactions and functional currencies, the Group could not disclose the foreign exchange gains (losses) for each foreign currency with significant influence.
- 51 -
Sensitivity analysis
The Group’s exchange rate risk comes mainly from conversion gains and losses of accounts denominated in monetary items of foreign currencies. If there had been an unfavorable 5% movement in the levels of foreign exchanges against NTD at the end of the reporting period (with other factors remaining constant at the end of the reporting period and with analyses of the two periods on the same basis), profit would have decreased by $57,624 thousand and $32,084 thousand for the nine months ended September 30, 2019 and 2018, respectively.
b) Interest rate risk
The Group issued unsecured corporate bonds and signed facility agreements with banks for locking in medium- and long-term fixed interest rates. In respect of interest payables, the fluctuation of interest rates does not affect the Group significantly.
The carrying amounts of the Group’s financial assets and financial liabilities exposed to interest rate risk were as follows:
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2018 | ||||
| Fair value interest rate risk | ||||||
| Financial assets | $ | 5,565,428 | $ | 4,290,492 | $ | 3,111,565 |
| Financial liabilities | 45,657,287 | 33,285,029 | 37,783,922 | |||
| Cash flow interest rate risk | ||||||
| Financial assets | 8,054,962 | 3,750,159 | 3,137,496 | |||
| Financial liabilities | 9,540,209 | 9,162,674 | 8,234,271 |
Sensitivity analysis
The following sensitivity analysis is based on the exposure to interest rate risk of derivative and non-derivative instruments at the end of the reporting period. For floating-rate assets and liabilities, the analysis assumes that the balances of outstanding assets and liabilities at the end of the reporting period have been outstanding for the whole period and that the changes in interest rates are reasonable. If the interest rate had increased by 50 basis points (with other factors remaining constant at the end of the reporting period and with analyses of the two periods on the same basis), profit would have decreased by $5,570 thousand and $19,113 thousand for the nine months ended September 30, 2019 and 2018, respectively.
c) Other market price risk
The exposure to equity price risk is mainly due to holding of stocks and beneficiary certificates. The Group manages the risk by maintaining portfolios of investments with different risks and by continuously monitoring the future developments and market trends of investment targets.
Sensitivity analysis
If the prices of equity instruments had decreased by 5% (with other factors remaining constant and with the analyses of the two periods on the same basis), profit would have decreased by $125 thousand and $4,368 thousand since the fair value of financial assets at FVTPL decreased for the nine months ended September 30, 2019 and 2018, respectively, and other comprehensive income would have decreased by $251,801 thousand and $253,571 thousand since the fair value of financial assets at FVTOCI decreased for the nine months ended September 30, 2019 and 2018, respectively.
- 52 -
30. RELATED-PARTY TRANSACTIONS
- a. Parent company and ultimate controlling party
TWM is the ultimate controlling party of the Group.
- b. Related party name and nature of relationship
Related Party Nature of Relationship GHS Associates TPE Associates kbro Media Associates TVD Shopping Associates ADT Associates M.E. Associates AppWorks Associates Beijing Global JiuSha Media Technology Co., Ltd. Associates (subsidiary of GHS) Beijing Global Zhiqun Trading Co., Ltd. Associates (subsidiary of GHS) Beijing YueShih JiuSha Media Technology Co., Ltd. Associates (subsidiary of GHS) GHS Trading Ltd. Associates (subsidiary of GHS) Good Image Co., Ltd. Associates (subsidiary of kbro Media) Fubon Life Insurance Co., Ltd. (Fubon Life) Other related parties Fubon Insurance Co., Ltd. (Fubon Ins.) Other related parties Fubon Securities Investment Trust Co., Ltd. (FSIT) Other related parties Fubon Sports & Entertainment Co., Ltd. Other related parties Taipei Fubon Commercial Bank Co., Ltd. (TFCB) Other related parties Fubon Financial Holding Co., Ltd. Other related parties Fubon Life Insurance (HK) Ltd. Other related parties Fubon Securities Co., Ltd. Other related parties Fubon Futures Co., Ltd. Other related parties Fubon Investment Services Co., Ltd. Other related parties Fubon Marketing Co., Ltd. Other related parties Fu-Sheng Life Insurance Agency Co., Ltd. Other related parties Fu-Sheng General Insurance Agency Co., Ltd. Other related parties Fubon Financial Venture Capital Co., Ltd. Other related parties Fubon Gymnasium Co., Ltd. Other related parties Fubon Asset Management Co., Ltd. Other related parties One Production Film Co., Ltd. Other related parties Fubon Bank (China) Co., Ltd. Other related parties Fubon Land Development Co., Ltd. Other related parties Fubon Property Management Co., Ltd. Other related parties Fubon Real Estate Management Co., Ltd. Other related parties Fubon Hospitality Management Co., Ltd. Other related parties Chung Hsing Constructions Co., Ltd. Other related parties Ming Dong Co., Ltd. Other related parties Fu Yi Health Management Co., Ltd. Other related parties Dao Ying Co., Ltd. Other related parties Fubon Xinji Investment Co., Ltd. Other related parties Mitchiller Media Co., Ltd. Other related parties (not a related party since August 2019) Far Eastern Memorial Hospital Other related parties Dai-Ka Ltd. Other related parties
(Continued)
- 53 -
Nature of Relationship
Related Party
Chen Feng Investment Ltd. Other related parties Chen Yun Co., Ltd. Other related parties Taiwan Mobile Foundation (TMF) Other related parties Taipei New Horizon Foundation (TNHF) Other related parties Fubon Cultural & Educational Foundation Other related parties Fubon Charity Foundation Other related parties Fubon Art Foundation Other related parties Taipei Fubon Bank Charity Foundation Other related parties Taipei New Horizon Management Agency Other related parties Key management Chairman, directors, general manager, managers, etc.
(Concluded)
-
c. Significant transactions with related parties
-
1) Operating revenue
| Associates Other related parties |
For the Three Months Ended September 30 2019 2018 $ 15,183 $ 15,073 243,662 237,630 $ 258,845 $ 252,703 |
For the Three Months Ended September 30 2019 2018 $ 15,183 $ 15,073 243,662 237,630 $ 258,845 $ 252,703 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2019 $ 15,183 243,662 $ 258,845 |
2019 $ 60,232 660,656 $ 720,888 |
2018 $ 53,425 615,058 $ 668,483 |
The Group renders telecommunications, sales, maintenance, lease services, etc., to the related parties. The transaction terms with related parties were not significantly different from those with third parties.
2) Purchases
| Associates Other related parties |
For the Three Months Ended September 30 2019 2018 $ 191,478 $ 98,357 86,450 193,452 $ 277,928 $ 291,809 |
For the Three Months Ended September 30 2019 2018 $ 191,478 $ 98,357 86,450 193,452 $ 277,928 $ 291,809 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2019 $ 191,478 86,450 $ 277,928 |
2019 $ 381,980 295,937 $ 677,917 |
2018 $ 307,651 671,177 $ 978,828 |
The entities mentioned above provide logistics, copyright, member service costs and other services. The transaction terms with related parties were not significantly different from those with third parties.
- 54 -
3) Receivables due from related parties
| Related Party | September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|---|
| Account | Categories | 2019 | 2018 | 2018 | |||
| Accounts receivable | Associates | $ | 11,889 |
$ | 11,249 |
$ | 4,288 |
| Accounts receivable | Other related parties | 143,983 |
126,709 |
124,494 | |||
| $ | 155,872 |
$ | 137,958 |
$ |
128,782 | ||
| Other receivables | Associates | $ | 109,435 |
$ | 113,187 |
$ |
93,308 |
| Other receivables | Other related parties | 110,254 |
59,108 |
45,939 | |||
| $ | 219,689 |
$ | 172,295 |
$ |
139,247 |
Receivables from related parties above were not secured with collateral, and no provisions for impairment loss were accrued.
4) Payables due to related parties
| Related Party | September 30, | September 30, | December 31, |
December 31, |
September 30, | September 30, | |
|---|---|---|---|---|---|---|---|
| Account | Categories | 2019 | 2018 | 2018 | |||
| Accounts payable | Associates | $ | 111,406 | $ | 91,266 | $ | 83,211 |
| Accounts payable | Other related parties | 68,720 | 88,322 | 75,233 | |||
| $ | 180,126 | $ | 179,588 | $ | 158,444 | ||
| Other payables | Other related parties | $ | 17,249 |
$ | 60,216 | $ | 63,136 |
| 5) Prepayments | |||||||
| September 30, | December 31, | September 30, | |||||
| 2019 | 2018 | 2018 | |||||
| Other related parties | $ | 29,386 |
$ | 15,467 |
$ | 33,043 |
- 6) Bank deposits, time deposits and other financial assets (including current and non-current portions)
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2019 | 2018 | 2018 | |
| Other related parties | |||
| TFCB | $ 7,150,605 |
$ 1,284,174 |
$ 1,231,716 |
| Others | 16,864 |
23,001 |
89,461 |
| $ 7,167,469 |
$ 1,307,175 |
$ 1,321,177 |
- 55 -
7) Cash equivalents
For the Nine Months Ended September 30, 2019
| Related Party Target Purchase Price TFCB Government bonds with repurchase rights $ 146,013 |
Proceeds $ 146,034 |
Interest Income $ 21 |
|---|---|---|
- 8) Financial assets at FVTPL - current
For the Three Months and the Nine Months Ended September 30, 2019
| Related Party Target Purchase Price FSIT Fund $ 100,000 |
Proceeds $ 84,864 |
|---|---|
The cumulative losses were $15,136 thousand, and the Group recognized $3,390 thousand as gain for the three months and the nine months ended September 30, 2019.
For the Nine Months Ended September 30, 2018
| Related Party Target Purchase Price FSIT Fund $ 100,000 |
Proceeds $ 88,184 |
|---|---|
The cumulative loss was $11,816 thousand, and the Group recognized $2,249 thousand as loss for the nine months ended September 30, 2018.
9) Equity purchase transaction
| Shares (In | Unpaid | ||||||
|---|---|---|---|---|---|---|---|
| Related Party | Transaction Date | Target | Thousands) | Amounts | |||
| Jamie Lin, President | |||||||
| of TWM | September 2019 | AppWorks | 387 | $ | 62,000 |
||
| 10) Others | |||||||
| September 30, | December 31, | September 30, | |||||
| 2019 | 2018 | 2018 | |||||
| Guarantee deposits | |||||||
| Other related parties | $ | 54,117 |
$ | 51,548 |
$ | 51,522 | |
Other current liabilities - receipts under |
|||||||
| custody | |||||||
| Other related parties | $ | 105,472 |
$ | 69,057 |
$ | 50,167 |
- 56 -
Operating expenses Other related parties TMF TNHF Fubon Life TFCB Others Other income Other related parties |
For the Three Months Ended September 30 2019 2018 $ 4,800 $ 6,000 - - - 36,096 65,293 57,073 33,307 34,058 $ 103,400 $ 133,227 $ 15,308 $ 1,213 |
For the Three Months Ended September 30 2019 2018 $ 4,800 $ 6,000 - - - 36,096 65,293 57,073 33,307 34,058 $ 103,400 $ 133,227 $ 15,308 $ 1,213 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2019 $ 4,800 - - 65,293 33,307 $ 103,400 $ 15,308 |
2019 $ 13,100 5,000 74 193,508 120,859 $ 332,541 $ 15,308 |
2018 $ 14,420 5,000 106,259 193,914 130,117 $ 449,710 $ 1,213 |
11) Lease arrangements
Acquisition of right-of-use assets
| For | the Three | For | the Nine | |
|---|---|---|---|---|
| Months Ended | Months Ended | |||
| September 30, | September 30, | |||
| 2019 | 2019 | |||
| Other related parties |
$ | 1,731 |
$ | 89,995 |
| Lease liabilities (including current and non-current portions) | ||||
| September 30, | ||||
| 2019 | ||||
| Other related parties | $ | 692,274 |
Sublease arrangements under finance leases
For the nine months ended September 30, 2019, the Group subleased right-of-use assets to other related parties under finance leases. As of September 30, 2019, the balance of finance lease receivables was $256 thousand. For the three months and the nine months ended September 30, 2019, the Group recognized $21 thousand and $39 thousand, respectively, as income from the subleasing of right-of-use assets.
Interest expenses
| For | the Three | For | the Nine | |
|---|---|---|---|---|
| Months Ended | Months Ended | |||
| September 30, | September 30, | |||
| 2019 | 2019 | |||
| Associates | $ | 5 |
$ | 61 |
| Other related parties | 1,549 |
4,784 | ||
| $ | 1,554 |
$ | 4,845 |
- 57 -
The leases are conducted by referring to general market prices, and all the terms and conditions conform to normal business practices.
- d. Key management compensation
The amounts of remuneration of directors and key executives were as follows:
| Short-term employee benefits Termination and post-employment benefits |
For the Three Months Ended September 30 2019 2018 $ 59,426 $ 63,664 889 2,228 $ 60,315 $ 65,892 |
For the Three Months Ended September 30 2019 2018 $ 59,426 $ 63,664 889 2,228 $ 60,315 $ 65,892 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2019 $ 59,426 889 $ 60,315 |
2019 $ 202,036 17,591 $ 219,627 |
2018 $ 221,235 6,867 $ 228,102 |
31. ASSETS PLEDGED
The assets pledged as collateral for bank loans, purchases, performance bonds and lawsuits were as follows:
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2018 | ||||
| Other current financial assets | $ | 168,863 |
$ | 160,033 |
$ | 143,352 |
| Services concessions | 7,014,733 | 7,148,773 | 7,193,452 | |||
| Other non-current financial assets | 208,224 |
131,110 |
130,587 | |||
| $ | 7,391,820 |
$ | 7,439,916 |
$ | 7,467,391 |
32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
- a. Unrecognized commitments
| September 30, | December 31, | December 31, | September 30, | |
|---|---|---|---|---|
| 2019 | 2018 | 2018 | ||
| Purchases of property, plant and equipment$ 3,979,264 |
$ | 806,935 |
$ 1,367,932 | |
| Purchases of cellular phones | $ 3,749,548 |
$ | 1,872,470 |
$ 4,201,656 |
As of September 30, 2019, the amount of lease commitments commencing after the balance sheet date was $389,000 thousand.
-
b. As of September 30, 2019, December 31, 2018 and September 30, 2018, the amounts of endorsements and guarantees provided to group entities were $21,550,000 thousand, $21,550,000 thousand and $21,616,705 thousand, respectively.
-
c. In accordance with the NCC’s policy and regulations, TWM entered into a contract with First Commercial Bank Co., Ltd., which provided a performance guarantee for advance receipts from prepaid cards and electronic gift certificates, totaling $497,020 thousand and $16,551 thousand, respectively, as of September 30, 2019.
-
58 -
In accordance with the NCC’s policy and regulations, cable television companies should provide performance bonds based on a certain proportion of the advance receipts from their subscribers. As of September 30, 2019, the cable television companies had provided $74,735 thousand as performance bonds, classified as other non-current financial assets.
In accordance with the Ministry of Economic Affairs’ policy and regulations, momo entered into a contract with First Commercial Bank Co., Ltd., which provided a performance guarantee for advance receipts from prepaid bonuses and electronic tickets totaling $112,968 thousand and $33,854 thousand, respectively, as of September 30, 2019.
-
d. On January 15, 2009, TNH signed the BOT contract with the Department of Cultural Affairs of Taipei City Government. The primary terms of the contract are summarized as follows:
-
1) Construction and operating period:
The construction and operating period is 50 years from the day following the signing of the contract.
- 2) Development concession:
The total initial amount of concession was $1,238,095 thousand (tax excluded). According to the supplemental agreement signed in November 2014, the concession will be paid with additional business tax from the signing date of the supplemental agreement; thus, the concession will be increased by $48,750 thousand. The rest of the concession will be paid over 14 years from fiscal year 2015. As of September 30, 2019, $660,156 thousand (tax included) of the concession had been paid.
- 3) Performance guarantee:
As of September 30, 2019, TNH had provided a $32,500 thousand performance guarantee regarding the BOT contract.
- 4) Rental of land:
During the construction period, TNH should pay land value tax (1% of the announced land value) and other expenses.
During the operating period, TNH should pay 60% of 5% of the announced land value, that is, 3% of the announced land value. According to the supplemental agreement signed in November 2014, the concession will be paid with additional business tax from the date of agreement signing.
-
e. In August 2015, Far EasTone Telecommunications (“FET”) filed a civil statement of complaint with the Court, in which FET claimed that (i) TWM shall apply for the return the C4 spectrum block (1748.7-1754.9/1843.7-1849.9 MHz) back to the NCC; (ii) TWM shall not use the C4 spectrum block; (iii) TWM shall not use the C1 spectrum block until TWM’s application for the return of the C4 spectrum block is approved by the NCC; and (iv) TWM shall provide $1,005,800 thousand to FET as compensation. In May 2016, the Court decided against TWM regarding claims (i), (ii), and (iii) of the lawsuit; and the Court decided against FET regarding claim (iv) of the lawsuit. FET offered a security deposit of $320,630 thousand for the provisional execution of claims (i) to (iv). TWM offered a counter-security deposit of $961,913 thousand in order to be exempted from the provisional execution of claims (i) to (iv). In addition, TWM offered a counter-security deposit for the exemption from provisional execution of the sentence, and the counter-security deposit was reclaimed in March 2018. TWM and FET appealed the aforementioned sentences respectively. The judgment dismissed by the High Court were as follows: 1. (1) TWM “shall apply for the return of the C4 spectrum block to the NCC immediately”, “shall not use the C4 spectrum block in any way”, and “TWM shall not use the C1 spectrum block before the C4 spectrum block has been returned to and approved by the NCC”, and (2)
-
59 -
the claim stated in section 2(2) below, in which the corresponding portion of FET’s claimed provisional execution and litigation expenses were rejected. 2. (1) For the dismissed portion stated in the above section (1), FET's claim and motion of provisional execution in the first instance were rejected; and (2) for the dismissed portion stated in the above section 1(2), TWM shall pay FET $765,779 thousand, as well as a 5% annual interest payment, for the period starting from September 5, 2015 to the payment date, on $152,584 thousand of the above amount. 3. The rest of FET's appeals were rejected. 4. TWM shall bear half of the litigation expenses in the first and second instances, and FET shall bear the rest. 5. Regarding the portion of the judgment regarding TWM's payment, FET may file a provisional execution with a collateral of $255,260 thousand or a negotiable certificate deposit (NCD) issued by Far Eastern International Bank for the equal amount; and TWM may provide a counter-security of $765,779 thousand to be exempted from the above FET provisional execution. 6. The rest of FET's motions on provisional execution were rejected. TWM and FET appealed the sentence respectively. On May 29, 2019, the judgment dismissed by the Supreme Court was as follows: regarding the portion of the High Court's original judgment on (1) dismissed FET's other appeal, (2) ruled the TWM's payment obligation, and (3) ruled the litigation expenses with respect to above-mentioned two items shall be dismissed, and the Supreme Court remanded the case to the High Court. The case is now under the trial of the High Court.
33. SIGNIFICANT EVENTS AFTER REPORTING PERIOD
-
a. TWM applied for the participation in the 5G mobile spectrum auction to be held by NCC, and paid $1,000,000 thousand as bid bond in October 2019.
-
b. In November 2019, the Board of Directors resolved that TWM is going to purchase newly issued common stock of AppWorks Fund III Co., Ltd. through TVC, one of TWM’s subsidiaries, and the investment amount is capped at $600,000 thousand.
34. OTHERS
Employee benefits, depreciation, and amortization are summarized as follows:
| Employee benefits Salary Insurance expenses Pension Others Depreciation Amortization |
For the Three Months Ended September 30 | For the Three Months Ended September 30 |
|---|---|---|
| 2019 Classified as Operating Costs Classified as Operating Expenses Total $ 555,454 $ 1,151,468 $ 1,706,922 46,770 102,802 149,572 25,565 52,407 77,972 26,477 67,233 93,710 2,918,046 248,733 3,166,779 759,607 691,012 1,450,619 |
2018 | |
| Classified as Operating Costs Classified as Operating Expenses Total $ 536,053 $ 1,067,795 $ 1,603,848 43,686 96,795 140,481 24,567 51,274 75,841 25,895 62,687 88,582 2,371,731 84,971 2,456,702 810,979 919,906 1,730,885 |
| Employee benefits Salary Insurance expenses Pension Others Depreciation Amortization |
For the Nine Months | Ended September 30 |
|---|---|---|
| 2019 Classified as Operating Costs Classified as Operating Expenses Total $ 1,664,039 $ 3,486,314 $ 5,150,353 139,846 308,537 448,383 75,593 156,901 232,494 77,589 194,625 272,214 8,971,625 751,970 9,723,595 2,276,598 2,256,410 4,533,008 |
2018 | |
| Classified as Operating Costs Classified as Operating Expenses Total $ 1,628,246 $ 3,329,605 $ 4,957,851 131,385 292,315 423,700 73,053 154,549 227,602 77,566 196,534 274,100 7,222,068 254,432 7,476,500 2,410,304 2,957,131 5,367,435 |
- 60 -
Information of employees’ compensation and remuneration of directors
According to TWM’s Articles, the estimated employees’ compensation and remuneration of directors are set at the rates of 1% to 3% and no higher than 0.3%, respectively, of profit before income tax, employees’ compensation, and remuneration of directors. Estimations for employees’ compensation were $102,984 thousand, $102,711 thousand, $300,488 thousand, and $334,871 thousand, and remuneration to directors were $10,299 thousand, $10,271 thousand, $30,049 thousand, and $33,487 thousand, which were made by applying the rates to the aforementioned profit before income tax, for the three months and the nine months ended September 30, 2019 and 2018, respectively.
If there is a change in the approved amounts after the annual consolidated financial statements are authorized for issue, the difference is recorded as a change in accounting estimate in the next year.
The employees’ compensation and remuneration of directors of 2018 and 2017 shown below were approved by the Board of Directors on January 31, 2019 and February 1, 2018, respectively. The differences with the amounts recognized in the consolidated financial statements have been adjusted in 2019 and 2018, respectively.
| Amounts approved by the Board of Directors Amounts recognized in the consolidated financial statements |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2018 Employees’ Compensation Paid in Cash Remuneration of Directors $ 459,368 $ 45,937 $ 432,341 $ 43,234 |
2017 | |
| Employees’ Compensation Paid in Cash Remuneration of Directors $ 453,359 $ 45,336 $ 438,728 $ 43,873 |
Information on the employees’ compensation and remuneration of directors approved by the Board of Directors is available on the Market Observation Post System website of the Taiwan Stock Exchange.
35. ADDITIONAL DISCLOSURES
-
a. Information on significant transactions and b. Information on investees:
-
1) Financing extended to other parties: Table 1 (attached)
-
2) Endorsements/guarantees provided to other parties: Table 2 (attached)
-
3) Marketable securities held: Table 3 (attached) (excluding investments in subsidiaries and associates)
-
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: Table 4 (attached)
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None
-
7) Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: Table 5 (attached)
-
61 -
-
8) Receivables from related parties of at least NT$100 million or 20% of the paid-in capital: Table 6 (attached)
-
9) Names, locations and related information of investees on which TWM exercised significant influence: Table 7 (attached) (excluding information on investment in Mainland China)
-
10) Trading in derivative instruments: None
-
11) Business relationships between the parent and the subsidiaries and significant intercompany transactions: Table 8 (attached)
-
c. Information on investment in Mainland China:
-
1) The names of investees in Mainland China, the main businesses and products, issued capital, method of investment, information on inflow or outflow of capital, ownership, net income or loss and recognized investment gain or loss, ending balance, amount received as earnings distributions from the investment, and limitation on investment: Table 9 (attached)
-
2) Significant direct or indirect transactions with the investee companies, the prices and terms of payment, unrealized gain or loss, and other related information which is helpful to understand the impact of investment in Mainland China on financial reports: Table 8 (attached)
36. SEGMENT INFORMATION
The Group divides its business into four reportable segments with different market attributes and operation modes. The four segments are described as follows.
Telecommunications: providing mobile communication services, data mobile services, and fixed-line services.
Retail: providing online shopping, TV shopping and catalog shopping.
Cable Television: providing pay TV and cable broadband services.
Others: business other than telecommunication, retail, and cable television.
| For the Three Months | Adjustments | Adjustments | |||||
|---|---|---|---|---|---|---|---|
| Ended September 30, | Telecommuni | Cable | and | ||||
| 2019 | -cation | Retail | Television | Others | Eliminations | Total | |
| Operating revenues | $ 17,176,506 |
$ 12,371,510 | $ 1,523,292 $ |
149,653 | $ | (395,046) | $ 30,825,915 |
| Operating costs | 10,978,647 | 11,181,313 | 792,395 |
86,671 | (347,128) | 22,691,898 | |
| Operating expenses | 2,972,035 | 863,109 |
191,411 |
12,626 | (66,604) | 3,972,577 | |
| Net other income and | |||||||
| expenses | 112,192 | 4,614 |
9,241 |
- | (11,074) | 114,973 |
|
| Profit | 3,338,016 | 331,702 |
548,727 |
50,356 | 7,612 | 4,276,413 | |
| EBITDA (Note) | 6,909,971 | 512,380 |
776,649 |
103,353 | (1,858) | 8,300,495 | |
| For the Three Months | Adjustments | ||||||
| Ended September 30, | Telecommuni | Cable | and | ||||
| 2018 | -cation | Retail | Television | Others | Eliminations | Total | |
| Operating revenues | $ 16,835,177 |
$ 9,811,117 | $ 1,584,786 $ |
144,528 | $ | (55,635) | $ 28,319,973 |
| Operating costs | 10,359,409 | 8,868,707 | 895,807 |
86,354 | (30,992) | 20,179,285 | |
| Operating expenses | 3,193,277 | 694,719 |
204,002 |
15,122 | (50,904) | 4,056,216 | |
| Net other income and | |||||||
| expenses | 134,897 | 2,977 |
15 |
- | (10,568) | 127,321 |
|
| Profit | 3,417,388 | 250,668 |
484,992 |
43,052 | 15,693 | 4,211,793 | |
| EBITDA (Note) | 6,303,374 | 334,927 |
798,484 |
96,273 | 56,826 | 7,589,884 |
- 62 -
| For the Nine Months | Adjustments | |||||
|---|---|---|---|---|---|---|
| Ended September 30, | Telecommuni | Cable | and | |||
| 2019 | -cation | Retail | Television | Others | Eliminations | Total |
| Operating revenues | $ 50,120,766 |
$ 35,922,568 | $ 4,611,644 $ |
444,774 | $ (786,613) | $ 90,313,139 |
| Operating costs | 31,430,202 | 32,364,100 | 2,464,430 | 259,508 | (654,533) |
65,863,707 |
| Operating expenses | 9,107,007 | 2,438,704 | 574,393 |
42,773 | (169,142) |
11,993,735 |
| Net other income and | ||||||
| expenses | 377,258 | 16,952 |
11,077 |
2,710 | (33,217) |
374,780 |
| Profit | 9,960,815 | 1,136,716 | 1,583,898 | 145,203 | 3,845 |
12,830,477 |
| EBITDA (Note) | 20,862,888 | 1,622,706 | 2,370,420 | 304,215 | (23,665) |
25,136,564 |
| For the Nine Months | Adjustments | |||||
| Ended September 30, | Telecommuni | Cable | and | |||
| 2018 | -cation | Retail | Television | Others | Eliminations | Total |
| Operating revenues | $ 52,533,468 |
$ 29,625,278 | $ 4,770,816 $ |
432,012 | $ (195,174) | $ 87,166,400 |
| Operating costs | 31,693,382 | 26,612,535 | 2,699,524 | 257,601 | (109,521) |
61,153,521 |
| Operating expenses | 10,036,361 | 2,049,986 | 621,436 |
44,820 | (144,567) |
12,608,036 |
| Net other income and | ||||||
| expenses | 513,128 | 8,700 |
231 |
- | (31,235) |
490,824 |
| Profit | 11,316,853 | 971,457 |
1,450,087 | 129,591 | 27,679 |
13,895,667 |
| EBITDA (Note) | 20,052,105 | 1,203,977 | 2,408,095 | 289,086 | 151,214 |
24,104,477 |
Note: The Group uses EBITDA (Operating income + Depreciation + Amortization expenses of intangible assets) as the measurement for segment profit and the basis of performance assessment.
Geographical information
The Group’s revenues are generated mostly from domestic business. Overseas revenues are primarily generated from international calls and data services.
Consolidated geographic information for revenues was as follows:
| Taiwan, ROC Overseas |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2019 $ 87,764,871 2,548,268 $ 90,313,139 |
2018 $ 84,837,298 2,329,102 $ 87,166,400 |
- 63 -
TABLE 1
TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
FINANCING EXTENDED TO OTHER PARTIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019
(In Thousands of New Taiwan Dollars)
| No. | Lending Company | Borrowing Company | Financial Statement Account |
Related Parties |
Maximum Balance for the Period (Note 1) |
Ending Balance (Note 1) |
Drawdown Amounts |
Interest Rate | Nature of Financing |
Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
**Collateral ** | **Collateral ** | Lending Limit for Each Borrowing Company |
Lending Company’s Lending Amount Limits |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 1 | TCC | TWM TFC |
Other receivables Other receivables |
Yes Yes |
$ 400,000 700,000 |
$ 400,000 700,000 |
$ 111,000 200,000 |
1.09422%-1.09511% 1.39378% |
Short-term financing Short-term financing |
$ - - |
Operation requirements Operation requirements |
$ - - |
- - |
$ - - |
$ 36,099,195 36,099,195 |
$ 36,099,195 36,099,195 |
Note 2 Note 2 |
| 2 | WMT | TWM TKT TFNM WTVB |
Other receivables Other receivables Other receivables Other receivables |
Yes Yes Yes Yes |
3,500,000 100,000 3,000,000 600,000 |
3,500,000 100,000 3,000,000 600,000 |
2,416,000 - 1,520,000 330,000 |
1.09367%-1.09511% - 1.09378%-1.09489% 1.09367%-1.09552% |
Short-term financing Short-term financing Short-term financing Short-term financing |
- - - - |
Operation requirements Operation requirements Operation requirements Operation requirements |
- - - - |
- - - - |
- - - - |
8,101,728 8,101,728 8,101,728 8,101,728 |
8,101,728 8,101,728 8,101,728 8,101,728 |
Note 2 Note 2 Note 2 Note 2 |
| 3 | TFN | TWM TCC |
Other receivables Other receivables |
Yes Yes |
9,000,000 700,000 |
9,000,000 700,000 |
7,600,000 - |
1.09378%-1.09511% - |
Short-term financing Short-term financing |
- - |
Operation requirements Operation requirements |
- - |
- - |
- - |
23,383,653 23,383,653 |
23,383,653 23,383,653 |
Note 2 Note 2 |
| 4 | YJCTV | TFNM | Other receivables | Yes | 140,000 | 140,000 |
140,000 |
1.09456% | Transactions | 462,253 | - | - | - | - | 462,253 |
462,253 |
Notes 3 and 4 |
| 5 | PCTV | TFNM | Other receivables | Yes | 520,000 | 520,000 |
520,000 |
1.09456% | Transactions | 538,110 | - | - | - | - | 538,110 |
538,110 |
Notes 3 and 4 |
| 6 | GCTV | TFNM | Other receivables | Yes | 250,000 | 250,000 |
250,000 |
1.09456% | Short-term financing | - |
Repayment of financing | - |
- | - | 280,134 |
280,134 |
Note 3 |
Note 1: The maximum balance for the period and the ending balance represent quotas, not actual drawdown.
Note 2: Where funds are loaned for reasons of business dealings and short-term financing needs, the amount of loaned funds shall be limited to 40% of the lending company’s net worth. For short-term financing needs, the aggregate amount of loaned funds shall not exceed 40% of the lending company’s net worth. The individual loan funds shall be limited to the lowest amount of the following items: 1) 40% of the lending company’s net worth; 2) The amount that the lending company invests in the borrowing entities; or 3) An amount equal to (the share portion of the borrowing entities that the lending company invests in) * (the total loaning amounts of the borrowing company). In the event that a lending company directly and indirectly owns 100% of the borrowing company, or the borrowing company directly and indirectly owns 100% of the lending company, the individual lending amount and the aggregate amount of loaned funds shall not exceed 40% of the lending company’s net worth.
Note 3: Where funds are loaned for reasons of business dealings and short-term financing needs, the amount of loaned funds shall be limited to the total amount of business dealings and 40% of the lending company’s net worth. 1) For reasons of business dealings: The individual lending amount and the aggregate amount of loaned funds shall not exceed the amount of business dealings and the total amount of business dealings, respectively. 2) For short-term financing needs: The individual lending amount and the aggregate amount of loaned funds shall not exceed 40% of the lending company’s net worth.
Note 4: Where funds are loaned for reasons of business dealings, the aggregate amount of loans and the maximum amount permitted to a single borrower shall be prescribed within the aggregate amount of business transactions.
- 64 -
TABLE 2
TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
ENDORSEMENT/GUARANTEE PROVIDED TO OTHER PARTIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019
(In Thousands of New Taiwan Dollars)
| No. | Company Providing Endorsements/ Guarantees |
Receiving Party | Receiving Party | Limits on Endorsements/ Guarantees Amount Provided to Each Entity |
Maximum Balance for the Period (Note 1) |
Ending Balance (Note 1) |
Drawdown Amounts (Note 1) |
Amount of Endorsements/ Guarantees Collateralized by Property |
Ratio of Accumulated Endorsements/ Guarantees to Net Worth of the Guarantor (Note 1) |
Maximum Endorsements/ Guarantees Amount Allowable |
Guarantee Provided by Parent Company |
Guarantee Provided by a Subsidiary |
Guarantee Provided to Subsidiaries in Mainland China |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Nature of Relationship |
|||||||||||||
| 0 | TWM | TFN TKT |
Note 2 Note 2 |
$ 42,000,000 313,800 |
$ 21,500,000 50,000 |
$ 21,500,000 50,000 |
$ 8,516,300 50,000 |
$ - - |
33.91 0.08 |
$ 63,398,349 63,398,349 |
Y Y |
N N |
N N |
Notes 3 and 4 Note 3 |
Note 1: The maximum endorsement/guarantee balance for the period, the ending balance, and the drawdown amounts represent quotas, not actual drawdown.
Note 2: Direct/indirect subsidiary.
Note 3: For 100% directly/indirectly owned subsidiaries, the aggregate endorsement/guarantee amount provided shall not exceed the net worth of TWM, and the upper limit for each subsidiary shall be double the investment amount.
Note 4: Including US$65,000 thousand.
- 65 -
TABLE 3
(In Thousands of New Taiwan Dollars)
TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES) SEPTEMBER 30, 2019
| Investing Company | Marketable Securities Type and Name | Relationship with the Securities Issuer |
Financial Statement Account | September 30, 2019 | September 30, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Units/Shares (In Thousands) |
Carrying Value | Percentage of Ownership % |
Fair Value | |||||
| TWM TCC WMT TFN TCCI TUI TID TFNM |
Stock Chunghwa Telecom Co., Ltd. Asia Pacific Telecom Co., Ltd. Bridge Mobile Pte Ltd. Limited Partnerships Grand Academy Investment, L.P. Starview Heights Investment, L.P. Stock Arcoa Communication Co., Ltd. Limited Partnerships The Last Thieves, L.P. Stock Taiwan High Speed Rail Corporation Stock TWM Great Taipei Broadband Co., Ltd. Stock TWM Stock TWM Beneficiary Certificates Dragon Tiger Capital Partners Limited - Class B Dragon Tiger Capital Partners Limited - Class C |
- - - - - - - - TWM - TWM TWM - - |
Current financial assets at FVTOCI Non-current financial assets at FVTOCI Non-current financial assets at FVTOCI Non-current financial assets at FVTOCI Non-current financial assets at FVTOCI Non-current financial assets at FVTOCI Non-current financial assets at FVTPL Non-current financial assets at FVTOCI Non-current financial assets at FVTOCI Non-current financial assets at FVTOCI Non-current financial assets at FVTOCI Non-current financial assets at FVTOCI Non-current financial assets at FVTOCI Non-current financial assets at FVTOCI |
2,174 148,255 800 - - 6,998 - 90,212 200,497 10,000 410,665 87,590 0.2 0.0335 |
$ 241,260 893,978 30,042 415,544 85,336 90,696 2,500 3,184,498 22,455,637 37,761 45,994,512 9,810,030 - - |
0.028 3.45 10 21.67 21.67 5.21 7.14 1.6 5.74 6.67 11.75 2.5 0.33 0.056 |
$ 241,260 893,978 30,042 415,544 85,336 90,696 2,500 3,184,498 22,455,637 37,761 45,994,512 9,810,030 - - |
Note 1 Note 1 Note 1 |
(Continued)
- 66 -
| Investing Company | Marketable Securities Type and Name | Relationship with the Securities Issuer |
Financial Statement Account | September 30, 2019 | September 30, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Units/Shares (In Thousands) |
Carrying Value | Percentage of Ownership % |
Fair Value | |||||
| momo | Stock Media Asia Group Holdings Limited We Can Medicines Co., Ltd. |
- - |
Current financial assets at FVTOCI Non-current financial assets at FVTOCI |
43,668 2,400 |
$ 7,774 49,128 |
2.04 7.73 |
$ 7,774 49,128 |
Note 1: Percentage of ownership is the percentage of capital contribution.
Note 2: For the information on investments in subsidiaries and associates, see Table 7 and Table 9 for details.
(Concluded)
- 67 -
TABLE 4
TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019
| (In | Thousands of New Taiwan Dollars) | Thousands of New Taiwan Dollars) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Buyer | Property | Event Date | Transaction Amount |
Payment Status | Counterparty | Relationship | Information on Previous Title Transfer If Counterparty | Is A Related Party | Pricing Reference | Purpose of Acquisition |
Other Terms | ||
| **Property Owner ** | Relationship | Transaction Date | Amount | ||||||||||
| momo | Land | July 31, 2019 | $ 628,143 | The Group has paid $62,814 thousand. The remaining amounts will be settled in accordance with the contract. |
Yi Jinn Industrial Co., Ltd. |
- | - | - | - | $ - | Determined by the professional appraisal report and market conditions |
Set up a southern logistics center for operational needs |
None |
- 68 -
TABLE 5
TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Nature of Relationship | Transaction Details | Transaction Details | Transactions with Terms Different from Others |
Transactions with Terms Different from Others |
Notes/Accounts Payable or Receivable |
Notes/Accounts Payable or Receivable |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/Sale | Amount | % to Total | Payment Terms | Unit Price | Payment Terms | Ending Balance |
% to Total | ||||
| TWM TFN TT&T TPIA TKT TDS TFNM YJCTV PCTV UCTV GCTV MCTV momo |
TFN TT&T TKT momo Fubon Ins. TWM TFNM Fubon Life TWM Fubon Ins. TWM Fubon Ins. TFN YJCTV PCTV UCTV GCTV TFNM TFNM TFNM TFNM Dai-Ka Ltd. TWM TPE |
Subsidiary Subsidiary Subsidiary Subsidiary Other related party Ultimate parent Fellow subsidiary Other related party Ultimate parent Other related party Ultimate parent Other related party Fellow subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Parent Parent Parent Parent Other related party Ultimate parent Associate |
Sale Purchase Purchase Purchase Sale Sale Sale Purchase Sale Sale Sale Sale Sale Sale Purchase Channel leasing fee Channel leasing fee Channel leasing fee Channel leasing fee Royalty for copyright Royalty for copyright Royalty for copyright Royalty for copyright Royalty for copyright Purchase Purchase |
$ 260,381 3,393,659 774,196 212,466 600,414 113,710 3,420,835 248,097 110,505 102,840 774,196 132,323 212,466 104,083 110,137 318,334 372,571 165,601 141,955 318,334 372,571 165,601 141,955 118,370 567,036 391,848 |
1 (Note 2) (Note 2) (Note 2) 1 - 49 (Note 2) 2 1 91 90 92 57 (Note 2) 13 15 7 6 52 54 38 56 51 2 1 |
Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms Based on contract terms |
- - - - - - - - - - - - - - - Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 - - |
- - - - - - - - - - - - - - - Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 - - |
$ 14,907 (393,956) (86,101) (65,288) 236,327 27,777 393,956 (14,907) 22,169 14,411 86,101 60,370 65,288 - (22,169) 37,139 - - - (37,139) - - - (52,609) (223,290) (111,406) |
- (Note 3) (Note 3) (Note 3) 4 - 41 (Note 3) 2 2 90 88 100 - (Note 3) 17 - - - - - - - 90 3 1 |
Note 1 Note 1 Note 1 Note 1 |
Note 1: Accounts receivable (payable) was the net amount after being offset.
Note 2: Including operating costs and operating expenses.
Note 3: Including accounts payable and other payables.
Note 4: The companies authorized a related party to deal with the copyright fees for cable television. As said account item is the only one, there is no comparable transaction.
- 69 -
TABLE 6
TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL SEPTEMBER 30, 2019
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Nature of Relationship | Ending Balance | Ending Balance | Turnover Rate | Overdue | Overdue | Amount Received in Subsequent Period |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|---|
| Amount | Action Taken | ||||||||
| TWM TCC WMT TFN YJCTV PCTV GCTV momo |
momo TWM TFC TWM TFNM WTVB TWM TFNM TFNM TFNM TPE |
Subsidiary Parent Subsidiary Parent Subsidiary Subsidiary Ultimate parent Parent Parent Parent Associate |
Accounts receivable Other receivables Other receivables Other receivables Other receivables Other receivables Accounts receivable Other receivables Accounts receivable Other receivables Accounts receivable Other receivables Accounts receivable Other receivables Accounts receivable Other receivables |
$ 236,327 111,210 200,267 2,426,046 1,525,817 330,901 393,956 7,677,210 4,906 140,484 5,473 521,471 2,356 250,692 99 109,081 |
6.57 10.59 6.86 7.53 6.76 3.50 |
$ - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - |
$ 227,134 - - 9,435 104,070 592 328,458 29,536 1,302 140,002 1,579 520,048 622 250,007 99 109,081 |
$ - - - - - - - - - - - - - - - - |
- 70 -
TABLE 7
TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
NAMES, LOCATIONS AND RELATED INFORMATION OF INVESTEES ON WHICH TWM EXERCISED SIGNIFICANT INFLUENCE (EXCLUDING INFORMATION ON INVESTMENT IN MAINLAND CHINA) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019
(In Thousands of New Taiwan Dollars)
| Investor | Investee | Location | Main Businesses and Products | Investment Amount | Investment Amount | Balance | as of September 30, 2019 | as of September 30, 2019 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2019 |
December 31, 2018 |
Shares (In Thousands) |
Percentage of Ownership % |
Carrying Value |
|||||||
| TWM TCC WMT TFN TCCI TFNM TKT |
TCC WMT TVC TNH AppWorks ADT TFN TT&T TWM Holding TCCI TDC TDS TPIA TFC TFNM GFMT GWMT WTVB momo TUI TFN HK Ltd. TID TKT YJCTV MCTV PCTV UCTV GCTV kbro Media M.E. |
Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan British Virgin Islands Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Hong Kong Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan |
Investment Investment Investment Building and operating Songshan Cultural and Creative Park BOT project Venture capital, investment consulting, and management consulting Technology development of mobile payment and information processing services Fixed line service provider Call center service and telephone marketing Investment Investment Mobile phone wholesaling and TV program production Commissioned maintenance service Property insurance agent Type II telecommunications business Type II telecommunications business Investment Investment TV program provider Wholesale and retail sales Investment Telecommunications service provider Investment Digital music service Cable TV service provider Cable TV service provider Cable TV service provider Cable TV service provider Cable TV service provider Film distribution, arts and literature service, and entertainment Livestreaming artists management service, digital media production, and media planning |
$ 40,397,288 16,802,000 5,000 1,918,655 235,000 60,000 21,000,000 56,210 347,951 17,285,441 - 25,000 5,000 200,000 5,210,443 16,984 92,189 222,417 8,129,394 22,314,536 - 3,602,782 156,900 2,061,522 510,724 3,261,073 1,986,250 1,221,002 292,500 27,000 |
$ 40,397,288 16,802,000 - 1,918,655 - 60,000 21,000,000 56,210 347,951 17,285,441 112,000 25,000 5,000 5,000 5,210,443 16,984 92,189 222,417 8,129,394 22,314,536 2,925 3,602,782 129,900 2,061,522 510,724 3,261,073 1,986,250 1,221,002 292,500 - |
502,970 42,065 500 191,866 1,275 6,000 2,100,000 2,484 - 154,721 - 2,500 500 20,000 230,921 1,500 8,945 18,177 63,047 400 - 104,712 14,700 33,940 6,248 68,090 169,141 51,733 29,250 460 |
100 100 100 49.9 51 14.4 100 100 100 100 - 100 100 100 100 100 100 100 45.01 100 - 100 100 100 29.53 100 99.22 92.38 32.5 15 |
$ 19,729,576 20,254,115 5,000 1,807,489 235,000 5,061 58,460,094 98,347 259,354 30,669,837 - 102,475 47,700 207,101 6,336,224 16,857 97,342 312,809 9,204,978 40,421,705 - 8,626,787 253,376 1,796,447 636,295 3,371,114 1,985,601 1,269,496 141,419 25,530 |
$ 2,760,613 1,626,058 - 64,566 (28,937) (3,485) 2,652,541 38,876 5,253 666 (596) 7,943 40,409 7,693 1,204,451 (22) 3,030 55,121 974,716 (81) 70 (106) 526 (119,117) 50,586 80,222 14,549 46,560 (47,447) (19,274) |
$ 2,761,226 1,626,373 - 35,035 - (3,575) - - - - - - - - - - - - - - - - - - - - - - - - |
Note 1 Note 1 Note 1 Note 2 Note 2 Notes 2 and 3 Note 2 Notes 2 and 4 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Notes 2 and 5 Note 2 Notes 2 and 4 Note 2 Note 2 Note 2 Notes 2 and 6 Note 2 Note 2 Note 2 Note 2 Note 2 |
(Continued)
- 71 -
| Investor | Investee | Location | Main Businesses and Products | Investment Amount | Investment Amount | Balance | as of September 30, 2019 | as of September 30, 2019 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2019 |
December 31, 2018 |
Shares (In Thousands) |
Percentage of Ownership % |
Carrying Value |
|||||||
| GFMT GWMT momo Asian Crown (BVI) Fortune Kingdom Honest Development |
UCTV GCTV Asian Crown (BVI) Honest Development FLI FPI FST TPE TVD Shopping Bebe Poshe Fortune Kingdom HK Fubon Multimedia HK Yue Numerous |
Taiwan Taiwan British Virgin Islands Samoa Taiwan Taiwan Taiwan Taiwan Thailand Taiwan Samoa Hong Kong Hong Kong |
Cable TV service provider Cable TV service provider Investment Investment Life insurance agent Property insurance agent Travel agent Logistics industry Wholesale and retail sales Wholesale of cosmetics Investment Investment Investment |
$ 16,218 91,910 885,285 670,448 3,000 3,000 6,000 337,860 123,225 85,000 1,132,789 1,132,789 670,448 |
$ 16,218 91,910 885,285 670,448 3,000 3,000 6,000 337,860 123,225 85,000 1,132,789 1,132,789 670,448 |
1,300 3,825 9,735 21,778 500 500 3,000 16,893 24,150 8,500 11,594 11,594 16,600 |
0.76 6.83 81.99 100 100 100 100 17.7 35 85 100 100 100 |
$ 15,265 95,848 43,456 781,927 8,876 10,027 44,810 397,662 124,391 77,319 48,462 48,462 781,927 |
$ 14,549 46,560 3,059 46 (220) 900 5,493 121,877 29,198 (6,361) 3,024 3,024 46 |
$ - - - - - - - - - - - - - |
Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 |
Note 1: Downstream transactions, upstream transactions, and consolidated unrealized gain or loss with intercompany effect are included.
Note 2: The income/loss of the investee was already included in the income/loss of the investor, and is not presented in this table.
Note 3: Held 1 share on September 30, 2019.
Note 4: Liquidation procedures were completed in August 2019.
Note 5: Non-controlling interests.
Note 6: 70.47% of stocks are held under trustee accounts.
Note 7: For information on investment in Mainland China, see Table 9 for details.
(Concluded)
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TABLE 8
TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019
(In Thousands of New Taiwan Dollars)
| Number | Company Name | Counter-party | Nature of Relationship (Note 1) |
Transaction Details | Transaction Details | Percentage of Consolidated Total Operating Revenues or Total Assets |
|
|---|---|---|---|---|---|---|---|
| Account | Amount | Transaction Terms | |||||
| 0 | TWM | TFN TPIA momo TFN TFNM TNH TFN WMT TCC TFN TKT momo TFN WMT TT&T TDS TFN TNH |
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 |
Notes and accounts receivable, net Notes and accounts receivable, net Notes and accounts receivable, net Other receivables Other receivables Other non-current assets Short-term borrowings Short-term borrowings Short-term borrowings Notes and accounts payable Notes and accounts payable Notes and accounts payable Other payables Other payables Other payables Other payables Lease liabilities - current Lease liabilities - current |
$ 15,357 48,169 236,535 30,488 13,459 18,028 7,600,000 2,416,000 111,000 66,872 65,029 25,913 375,967 10,046 86,101 20,228 36,061 111,502 |
The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices |
- - - - - - 5% 2% - - - - - - - - - - |
| (Continued) |
- 73 -
| Number | Company Name | Counter-party | Nature of Relationship (Note 1) |
Transaction Details | Transaction Details | Percentage of Consolidated Total Operating Revenues or Total Assets |
|
|---|---|---|---|---|---|---|---|
| Account | Amount | Transaction Terms | |||||
| 0 | TWM | TFN momo TFN TNH YJCTV GCTV TKT TFN TPIA momo TFN TKT TFNM TDS TNH momo TT&T TNH TFN TFN TFN WMT |
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 |
Other current liabilities Other current liabilities Lease liabilities - non-current Lease liabilities - non-current Lease liabilities - non-current Lease liabilities - non-current Disposal of plant, property and equipment Operating revenues Operating revenues Operating revenues Operating costs Operating costs Operating costs Operating costs Operating costs Operating costs Operating expenses Operating expenses Operating expenses Other revenues and expenses, net Finance costs Finance costs |
$ 28,180 16,035 42,702 396,560 36,189 17,793 12,499 260,381 83,731 600,414 3,389,832 211,908 14,420 53,190 24,176 77,205 774,356 69,749 31,297 28,097 60,462 21,756 |
The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements orgeneral businesspractices |
- - - - - - - - - 1% 4% - - - - - 1% - - - - - |
| 1 | TCC | TFC | 1 | Other receivables | 200,267 | The terms of transaction are determined in accordance with mutual agreements or general business practices |
- |
| (Continued) |
- 74 -
| Number | Company Name | Counter-party | Nature of Relationship (Note 1) |
Transaction Details | Transaction Details | Percentage of Consolidated Total Operating Revenues or Total Assets |
|
|---|---|---|---|---|---|---|---|
| Account | Amount | Transaction Terms | |||||
| 2 | WMT | TFNM WTVB TFNM |
1 1 1 |
Other receivables Other receivables Other income |
$ 1,525,817 330,901 10,122 |
The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices |
1% - - |
| 3 | momo | FGE FST FGE Bebe Poshe TFNM |
1 1 1 1 3 |
Notes and accounts receivable, net Other receivables Operating revenues Operating costs Operating costs |
20,580 17,515 19,672 13,025 47,639 |
The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices |
- - - - - |
| 4 | TFN | TFNM TFC TFNM momo TT&T |
3 3 3 3 3 |
Notes and accounts receivable, net Operating revenues Operating revenues Operating revenues Operating expenses |
22,169 48,580 110,505 15,105 80,501 |
The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices |
- - - - - |
| 5 | TFNM | YJCTV PCTV YJCTV UCTV GCTV MCTV PCTV YJCTV GCTV |
1 1 1 1 1 1 1 1 1 |
Notes and accounts receivable, net Other receivables Other receivables Other receivables Other receivables Other receivables Short-term borrowings Short-term borrowings Short-term borrowings |
40,427 74,219 70,803 24,788 23,550 15,419 520,000 140,000 250,000 |
The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices |
- - - - - - - - - |
(Continued)
- 75 -
| Number | Company Name | Counter-party | Nature of Relationship (Note 1) |
Transaction Details | Transaction Details | Percentage of Consolidated Total Operating Revenues or Total Assets |
|
|---|---|---|---|---|---|---|---|
| Account | Amount | Transaction Terms | |||||
| 5 | TFNM | WTVB PCTV YJCTV UCTV GCTV MCTV WTVB PCTV YJCTV UCTV GCTV WTVB |
3 1 1 1 1 1 3 1 1 1 1 3 |
Notes and accounts payable Operating revenues Operating revenues Operating revenues Operating revenues Operating revenues Operating revenues Operating costs Operating costs Operating costs Operating costs Operating costs |
$ 49,975 403,951 346,517 165,601 154,530 14,112 10,282 26,149 23,501 17,005 10,951 49,975 |
The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices The terms of transaction are determined in accordance with mutual agreements or general business practices |
- - - - - - - - - - - - |
-
Note 1: 1. Parent to subsidiary.
-
Subsidiary to parent.
-
Between subsidiaries.
Note 2: All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.
(Concluded)
- 76 -
TABLE 9
TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES
INVESTMENTS IN MAINLAND CHINA FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019
(In Thousands of New Taiwan Dollars)
| Investee Company Name | Main Businesses and Products |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Total Amount of Paid-in Capital |
Investment Type (Note) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2019 |
Accumulated Outflow of Investment from Taiwan as of January 1, 2019 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of September 30, 2019 |
Net Income (Loss) of Investee |
% Ownership through Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of September 30, 2019 |
Accumulated Inward Remittance of Earnings as of September 30, 2019 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||||||
| TWMC FGE Haobo GHS |
Mobile application development and design Wholesaling Investment Wholesaling |
$ 93,060 (USD 3,000) 337,590 (RMB 77,500) 47,916 (RMB 11,000) 217,800 (RMB 50,000) |
b b b b |
$ 151,126 (USD 4,872) 823,127 (USD 14,000) (RMB 89,267) - - |
$ - - - - |
$ - - - - |
$ 151,126 (USD 4,872) 823,127 (USD 14,000) (RMB 89,267) - - |
$ 1,092 3,088 4,426 107,147 |
100 76.7 100 20 |
$ 1,092 2,368 4,426 5,467 |
$ 104,812 32,642 754,483 711,017 |
$ - - - - |
||||
| Company | Accumulated Investment in Mainland China as of September 30, 2019 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment Authorized by Investment Commission, MOEA |
|||||||||||||
| TWM and subsidiaries | $1,640,994 (USD18,872, RMB89,267 and HKD168,539) |
$1,640,994 (USD18,872, RMB89,267 and HKD168,539) |
$41,642,025 |
Note: The investment types are as follows:
a. Direct investment in Mainland China.
- b. Indirect investment in Mainland China through a subsidiary in a third place, e.g. TCC and momo.
c. Others.
- 77 -