FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
November 22, 2016
Commission File Number 001-16125 | |
Advanced Semiconductor Engineering, Inc. | |
( Exact name of Registrant as specified in its charter) | |
26 Chin Third Road Nantze Export Processing Zone Kaoshiung, Taiwan Republic of China | |
(Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒ |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not applicable
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ADVANCED SEMICONDUCTOR ENGINEERING, INC. |
|||
Date: November 22, 2016 | By: | /s/ Joseph Tung | |
Name: | Joseph Tung | ||
Title: | Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit No. | Description |
Exhibit 99.1 | Unaudited Condensed Consolidated Interim Financial Statements |
Exhibit 99.2 | Discussion of Interim Financial Results as of and for the Nine-Month Period Ended September 30, 2016 |
EXHIBIT 99.1
Advanced Semiconductor Engineering, Inc. and Subsidiaries
Condensed Consolidated Financial Statements for the Nine Months Ended September 30, 2015 and 2016 |
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts
in Thousands)
(Unaudited)
December 31, | ||||||||||||
2015 (Adjusted) | September 30, 2016 | |||||||||||
ASSETS | NT$ | NT$ | US$ (Note 4) | |||||||||
CURRENT ASSETS | ||||||||||||
Cash and cash equivalents (Notes 4 and 6) | $ | 55,251,181 | $ | 37,661,420 | $ | 1,204,395 | ||||||
Financial assets at fair value through profit or loss - | ||||||||||||
current (Notes 4, 5 and 7) | 3,833,701 | 813,831 | 26,026 | |||||||||
Available-for-sale financial assets - current (Notes 4 | ||||||||||||
and 8) | 30,344 | 70,092 | 2,241 | |||||||||
Trade receivables, net (Notes 4 and 9) | 44,931,487 | 52,009,578 | 1,663,242 | |||||||||
Other receivables (Notes 4) | 429,541 | 936,417 | 29,946 | |||||||||
Current tax assets (Note 4) | 168,717 | 275,770 | 8,819 | |||||||||
Inventories (Notes 4, 5 and 10) | 23,258,279 | 23,635,153 | 755,841 | |||||||||
Inventories related to real estate business (Notes 4, 5, | ||||||||||||
11, 23 and 34) | 25,713,538 | 24,141,398 | 772,031 | |||||||||
Other financial assets - current (Notes 4, 12 and 34) | 301,999 | 1,047,303 | 33,492 | |||||||||
Other current assets | 2,814,053 | 2,778,234 | 88,847 | |||||||||
Total current assets | 156,732,840 | 143,369,196 | 4,584,880 | |||||||||
NON-CURRENT ASSETS | ||||||||||||
Available-for-sale financial assets - non-current | ||||||||||||
(Notes 4 and 8) | 924,362 | 1,103,939 | 35,303 | |||||||||
Investments accounted for using the equity | ||||||||||||
method (Notes 4 and 13) | 37,122,244 | 49,573,614 | 1,585,341 | |||||||||
Property, plant and equipment (Notes 4, 5, 14, 23, | ||||||||||||
and 35) | 149,997,075 | 145,208,855 | 4,643,711 | |||||||||
Goodwill (Notes 4, 5 and 15) | 10,506,519 | 10,512,448 | 336,183 | |||||||||
Other intangible assets (Notes 4, 5, 16 and 23) | 1,382,093 | 1,704,669 | 54,515 | |||||||||
Deferred tax assets (Notes 4, 5 and 24) | 5,156,515 | 5,236,508 | 167,461 | |||||||||
Other financial assets - non-current (Notes 4, 12 and 34) | 345,672 | 1,355,254 | 43,340 | |||||||||
Long-term prepayments for lease (Note 17) | 2,556,156 | 2,382,424 | 76,189 | |||||||||
Other non-current assets | 263,416 | 238,979 | 7,643 | |||||||||
Total non-current assets | 208,254,052 | 217,316,690 | 6,949,686 | |||||||||
TOTAL | $ | 364,986,892 | $ | 360,685,886 | $ | 11,534,566 |
(Continued)
-2-
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts
in Thousands)
(Unaudited)
December 31, | ||||||||||||
2015 (Adjusted) | September 30, 2016 | |||||||||||
LIABILITIES AND EQUITY | NT$ | NT$ | US$ (Note 4) | |||||||||
CURRENT LIABILITIES | ||||||||||||
Short-term borrowings (Note 18) | $ | 32,635,321 | $ | 31,008,127 | $ | 991,625 | ||||||
Short-term bills payable (Note 18) | 4,348,054 | 1,999,342 | 63,938 | |||||||||
Financial liabilities at fair value through profit or | ||||||||||||
loss - current (Notes 4, 5 and 7) | 3,005,726 | 3,953,520 | 126,432 | |||||||||
Trade payables | 34,138,564 | 37,856,245 | 1,210,625 | |||||||||
Other payables (Note 20) | 19,194,818 | 19,875,189 | 635,599 | |||||||||
Current tax liabilities (Note 4) | 6,746,022 | 5,622,933 | 179,819 | |||||||||
Advance real estate receipts (Note 4) | 2,703,706 | 530,873 | 16,977 | |||||||||
Current portion of bonds payable (Notes 4 and 19) | 14,685,866 | 9,384,865 | 300,124 | |||||||||
Current portion of long-term borrowings (Notes 18 | ||||||||||||
and 34) | 2,057,465 | 6,272,817 | 200,602 | |||||||||
Other current liabilities | 3,180,767 | 3,500,698 | 111,950 | |||||||||
Total current liabilities | 122,696,309 | 120,004,609 | 3,837,691 | |||||||||
NON-CURRENT LIABILITIES | ||||||||||||
Bonds payable (Notes 4 and 19) | 23,740,384 | 26,871,735 | 859,346 | |||||||||
Long-term borrowings (Notes 18 and 34) | 42,493,668 | 43,941,187 | 1,405,219 | |||||||||
Deferred tax liabilities (Notes 4, 5 and 24) | 4,987,549 | 4,815,903 | 154,010 | |||||||||
Net defined benefit liabilities (Notes 4, 5 and 21) | 4,072,493 | 4,181,619 | 133,726 | |||||||||
Other non-current liabilities | 1,071,509 | 1,202,643 | 38,460 | |||||||||
Total non-current liabilities | 76,365,603 | 81,013,087 | 2,590,761 | |||||||||
Total liabilities | 199,061,912 | 201,017,696 | 6,428,452 | |||||||||
EQUITY ATTRIBUTABLE TO OWNERS OF THE | ||||||||||||
COMPANY (Notes 4 and 22) | ||||||||||||
Share capital | 79,185,660 | 79,509,050 | 2,542,662 | |||||||||
Capital surplus | 23,758,550 | 22,463,403 | 718,369 | |||||||||
Retained earnings (Note 13) | ||||||||||||
Legal reserve | 12,649,145 | 14,597,032 | 466,806 | |||||||||
Special reserve | 3,353,938 | 3,353,938 | 107,257 | |||||||||
Unappropriated earnings | 37,696,865 | 37,636,002 | 1,203,582 | |||||||||
Total retained earnings | 53,699,948 | 55,586,972 | 1,777,645 | |||||||||
Other equity | 5,080,790 | (1,656,289 | ) | (52,967 | ) | |||||||
Treasury shares | (7,292,513 | ) | (7,292,513 | ) | (233,211 | ) | ||||||
Equity attributable to owners of the Company | 154,432,435 | 148,610,623 | 4,752,498 | |||||||||
NON-CONTROLLING INTERESTS (Notes 4 and 22) | 11,492,545 | 11,057,567 | 353,616 | |||||||||
Total equity | 165,924,980 | 159,668,190 | 5,106,114 | |||||||||
TOTAL | $ | 364,986,892 | $ | 360,685,886 | $ | 11,534,566 |
The accompanying notes are an integral part of the condensed consolidated financial statements. | (Concluded) |
-3-
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts
in Thousands Except Earnings Per Share)
(In Thousands of New Taiwan Dollars)
(Unaudited)
For the Nine Months Ended September 30 | ||||||||||||
2015 | 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
OPERATING REVENUES (Note 4) | $ | 207,754,374 | $ | 197,755,474 | $ | 6,324,128 | ||||||
OPERATING COSTS (Notes 10, 21 and 23) | 170,888,018 | 159,938,375 | 5,114,754 | |||||||||
GROSS PROFIT | 36,866,356 | 37,817,099 | 1,209,374 | |||||||||
OPERATING EXPENSES (Notes 21 and 23) | ||||||||||||
Selling and marketing expenses | 2,675,081 | 2,569,312 | 82,165 | |||||||||
General and administrative expenses | 7,983,571 | 8,371,727 | 267,724 | |||||||||
Research and development expenses | 8,124,096 | 8,300,488 | 265,446 | |||||||||
Total operating expenses | 18,782,748 | 19,241,527 | 615,335 | |||||||||
OTHER OPERATING INCOME AND | ||||||||||||
EXPENSES (Notes 14 and 23) | (71,567 | ) | (704,251 | ) | (22,522 | ) | ||||||
PROFIT FROM OPERATIONS | 18,012,041 | 17,871,321 | 571,517 | |||||||||
NON-OPERATING INCOME AND | ||||||||||||
EXPENSES | ||||||||||||
Other income (Note 23) | 380,869 | 411,965 | 13,175 | |||||||||
Other gains and losses (Note 23) | 2,043,171 | 734,066 | 23,475 | |||||||||
Finance costs (Note 23) | (1,698,197 | ) | (1,746,585 | ) | (55,855 | ) | ||||||
Share of profit (loss) of associates and joint | ||||||||||||
ventures (Note 4) | (12,964 | ) | 1,178,707 | 37,694 | ||||||||
Total non-operating income and expenses | 712,879 | 578,153 | 18,489 | |||||||||
PROFIT BEFORE INCOME TAX | 18,724,920 | 18,449,474 | 590,006 | |||||||||
INCOME TAX EXPENSE (Notes 4, 5 and 24) | 2,575,894 | 3,229,968 | 103,293 | |||||||||
PROFIT FOR THE PERIOD | 16,149,026 | 15,219,506 | 486,713 |
(Continued)
-4-
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts
in Thousands Except Earnings Per Share)
(In Thousands of New Taiwan Dollars)
(Unaudited)
For the Nine Months Ended September 30 | ||||||||||||
2015 | 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||
Items that may be reclassified | ||||||||||||
subsequently to profit or loss: | ||||||||||||
Exchange differences on translating | ||||||||||||
foreign operations | $ | 1,369,630 | $ | (6,743,531 | ) | $ | (215,655 | ) | ||||
Unrealized loss on available- for-sale financial | ||||||||||||
assets | (22,413 | ) | (52,969 | ) | (1,694 | ) | ||||||
Share of other comprehensive loss of | ||||||||||||
associates and joint ventures accounted | ||||||||||||
for using the equity method | (62,823 | ) | (535,044 | ) | (17,110 | ) | ||||||
1,284,394 | (7,331,544 | ) | (234,459 | ) | ||||||||
TOTAL COMPREHENSIVE INCOME | ||||||||||||
FOR THE PERIOD | $ | 17,433,420 | $ | 7,887,962 | $ | 252,254 | ||||||
NET PROFIT ATTRIBUTABLE TO: | ||||||||||||
Owners of the Company | $ | 15,505,955 | $ | 14,369,687 | $ | 459,536 | ||||||
Non-controlling interests | 643,071 | 849,819 | 27,177 | |||||||||
$ | 16,149,026 | $ | 15,219,506 | $ | 486,713 | |||||||
TOTAL COMPREHENSIVE INCOME | ||||||||||||
ATTRIBUTABLE TO: | ||||||||||||
Owners of the Company | $ | 16,679,450 | $ | 7,632,608 | $ | 244,087 | ||||||
Non-controlling interests | 753,970 | 255,354 | 8,167 | |||||||||
$ | 17,433,420 | $ | 7,887,962 | $ | 252,254 | |||||||
EARNINGS PER SHARE (Note 25) | ||||||||||||
Basic | $ | 2.03 | $ | 1.88 | $ | 0.06 | ||||||
Diluted | $ | 1.88 | $ | 1.58 | $ | 0.05 | ||||||
EARNINGS PER AMERICAN | ||||||||||||
DEPOSITARY SHARE (“ADS”) | ||||||||||||
Basic | $ | 10.13 | $ | 9.38 | $ | 0.30 | ||||||
Diluted | $ | 9.42 | $ | 7.90 | $ | 0.25 |
The accompanying notes are an integral part of the condensed consolidated financial statements. | (Concluded) |
-5-
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts
in Thousands)
(Unaudited)
Equity Attributable to Owners of the Company | ||||||||||||||||||||||||||||||||||||||||||
Other Equity | ||||||||||||||||||||||||||||||||||||||||||
Exchange | ||||||||||||||||||||||||||||||||||||||||||
Differences on | Unrealized Gain | |||||||||||||||||||||||||||||||||||||||||
Share Capital | Retained Earnings | Translating | on Available- | |||||||||||||||||||||||||||||||||||||||
Shares | Unappropriated | Foreign | for-sale | Non-controlling | ||||||||||||||||||||||||||||||||||||||
(In Thousands) | Amounts | Capital Surplus | Legal Reserve | Special Reserve | Earnings | Total | Operations | Financial Assets | Total | Treasury Shares | Total | Interests | Total Equity | |||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2015 | 7,861,725 | $ | 78,715,179 | $ | 16,013,980 | $ | 10,289,878 | $ | 3,353,938 | $ | 36,000,026 | $ | 49,643,842 | $ | 4,540,862 | $ | 526,778 | $ | 5,067,640 | $ | (1,959,107 | ) | $ | 147,481,534 | $ | 8,209,860 | $ | 155,691,394 | ||||||||||||||
Equity component of convertible bonds issued by | ||||||||||||||||||||||||||||||||||||||||||
the Company | – | – | 214,022 | – | – | – | – | – | – | – | – | 214,022 | – | 214,022 | ||||||||||||||||||||||||||||
Change in capital surplus from investments in | ||||||||||||||||||||||||||||||||||||||||||
associates and joint ventures accounted for using the | ||||||||||||||||||||||||||||||||||||||||||
equity method | – | – | 3,362 | – | – | – | – | – | – | – | – | 3,362 | – | 3,362 | ||||||||||||||||||||||||||||
Profit for the nine months ended September 30, 2015 | – | – | – | – | – | 15,505,955 | 15,505,955 | – | – | – | – | 15,505,955 | 643,071 | 16,149,026 | ||||||||||||||||||||||||||||
Other comprehensive income (loss) for the nine months ended | ||||||||||||||||||||||||||||||||||||||||||
September 30, 2015, net of income tax | – | – | – | – | – | – | – | 1,262,025 | (88,530 | ) | 1,173,495 | – | 1,173,495 | 110,899 | 1,284,394 | |||||||||||||||||||||||||||
Total comprehensive income (loss) for the nine months ended | ||||||||||||||||||||||||||||||||||||||||||
September 30, 2015 | – | – | – | – | – | 15,505,955 | 15,505,955 | 1,262,025 | (88,530 | ) | 1,173,495 | – | 16,679,450 | 753,970 | 17,433,420 | |||||||||||||||||||||||||||
Appropriation of 2014 earnings | ||||||||||||||||||||||||||||||||||||||||||
Legal reserve | – | – | – | 2,359,267 | – | (2,359,267 | ) | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||
Cash dividends distributed by the Company | – | – | – | – | – | (15,589,825 | ) | (15,589,825 | ) | – | – | – | – | (15,589,825 | ) | – | (15,589,825 | ) | ||||||||||||||||||||||||
– | – | – | 2,359,267 | – | (17,949,092 | ) | (15,589,825 | ) | – | – | – | – | (15,589,825 | ) | – | (15,589,825 | ) | |||||||||||||||||||||||||
Acquisition of treasury shares | – | – | – | – | – | – | – | – | – | – | (5,333,406 | ) | (5,333,406 | ) | – | (5,333,406 | ) | |||||||||||||||||||||||||
Issue of dividends received by subsidiaries from the Company | – | – | 292,351 | – | – | – | – | – | – | – | – | 292,351 | – | 292,351 | ||||||||||||||||||||||||||||
Partial disposal of interests in subsidiaries and | ||||||||||||||||||||||||||||||||||||||||||
additional acquisition of majority-owned | ||||||||||||||||||||||||||||||||||||||||||
subsidiaries (Notes 21 and 28) | – | – | 7,198,767 | – | – | – | – | – | – | – | – | 7,198,767 | 1,711,579 | 8,910,346 | ||||||||||||||||||||||||||||
Spin-off of subsidiaries | – | – | (3,500 | ) | – | – | – | – | – | – | – | – | (3,500 | ) | 3,500 | – | ||||||||||||||||||||||||||
Issue of ordinary shares under employee share options | 41,518 | 425,999 | 440,933 | – | – | – | – | – | – | – | – | 866,932 | – | 866,932 | ||||||||||||||||||||||||||||
Cash dividends distributed by subsidiaries | – | – | – | – | – | – | – | – | – | – | – | – | (232,148 | ) | (232,148 | ) | ||||||||||||||||||||||||||
Additional non-controlling interest arising on issue of employee | ||||||||||||||||||||||||||||||||||||||||||
share options by subsidiaries | – | – | – | – | – | – | – | – | – | – | – | – | 292,233 | 292,233 | ||||||||||||||||||||||||||||
BALANCE AT SEPTEMBER 30, 2015 | 7,903,243 | $ | 79,141,178 | $ | 24,159,915 | $ | 12,649,145 | $ | 3,353,938 | $ | 33,556,889 | $ | 49,559,972 | $ | 5,802,887 | $ | 438,248 | $ | 6,241,135 | $ | (7,292,513 | ) | $ | 151,809,687 | $ | 10,738,994 | $ | 162,548,681 |
(Continued)
-6-
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts
in Thousands)
(Unaudited)
Equity Attributable to Owners of the Company | ||||||||||||||||||||||||||||||||||||||||||
Other Equity | ||||||||||||||||||||||||||||||||||||||||||
Exchange | ||||||||||||||||||||||||||||||||||||||||||
Differences on | Unrealized Gain | |||||||||||||||||||||||||||||||||||||||||
Share Capital | Retained Earnings | Translating | on Available- | |||||||||||||||||||||||||||||||||||||||
Shares | Unappropriated | Foreign | for-sale | Non-controlling | ||||||||||||||||||||||||||||||||||||||
(In Thousands) | Amounts | Capital Surplus | Legal Reserve | Special Reserve | Earnings | Total | Operations | Financial Assets | Total | Treasury Shares | Total | Interests | Total Equity | |||||||||||||||||||||||||||||
ADJUSTED BALANCE AT JANUARY 1, 2016 (Note 13) | 7,910,428 | $ | 79,185,660 | $ | 23,758,550 | $ | 12,649,145 | $ | 3,353,938 | $ | 37,696,865 | $ | 53,699,948 | $ | 4,492,671 | $ | 588,119 | $ | 5,080,790 | $ | (7,292,513 | ) | $ | 154,432,435 | $ | 11,492,545 | $ | 165,924,980 | ||||||||||||||
Change in capital surplus from investments in | ||||||||||||||||||||||||||||||||||||||||||
associates and joint ventures accounted for using the | ||||||||||||||||||||||||||||||||||||||||||
equity method | – | – | 8,283 | – | – | – | – | – | – | – | – | 8,283 | – | 8,283 | ||||||||||||||||||||||||||||
Profit for the nine months ended September 30, 2016 | – | – | – | – | – | 14,369,687 | 14,369,687 | – | – | – | – | 14,369,687 | 849,819 | 15,219,506 | ||||||||||||||||||||||||||||
Other comprehensive income (loss) for the nine months ended | ||||||||||||||||||||||||||||||||||||||||||
September 30, 2016, net of income tax | – | – | – | – | – | – | – | (6,448,846 | ) | (288,233 | ) | (6,737,079 | ) | – | (6,737,079 | ) | (594,465 | ) | (7,331,544 | ) | ||||||||||||||||||||||
Total comprehensive income (loss) for the nine months ended | ||||||||||||||||||||||||||||||||||||||||||
September 30, 2016 | – | – | – | – | – | 14,369,687 | 14,369,687 | (6,448,846 | ) | (288,233 | ) | (6,737,079 | ) | – | 7,632,608 | 255,354 | 7,887,962 | |||||||||||||||||||||||||
Appropriation of 2015 earnings | ||||||||||||||||||||||||||||||||||||||||||
Legal reserve | – | – | – | 1,947,887 | – | (1,947,887 | ) | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||
Cash dividends declared by the Company | – | – | – | – | – | (12,476,779 | ) | (12,476,779 | ) | – | – | – | – | (12,476,779 | ) | – | (12,476,779 | ) | ||||||||||||||||||||||||
– | – | – | 1,947,887 | – | (14,424,666 | ) | (12,476,779 | ) | – | – | – | – | (12,476,779 | ) | – | (12,476,779 | ) | |||||||||||||||||||||||||
Issue of dividends received by subsidiaries from the Company | – | – | 233,013 | – | – | – | – | – | – | – | – | 233,013 | – | 233,013 | ||||||||||||||||||||||||||||
Actual disposal or acquisition of interest in subsidiaries (Note 28) | – | – | (20,552 | ) | – | – | (5,884 | ) | (5,884 | ) | – | – | – | – | (26,436 | ) | 26,436 | – | ||||||||||||||||||||||||
Changes in percentage of ownership interest in subsidiaries (Note 28) | – | – | (1,912,887 | ) | – | – | – | – | – | – | – | – | (1,912,887 | ) | (912,886 | ) | (2,825,773 | ) | ||||||||||||||||||||||||
Issue of ordinary shares under employee share options | 26,262 | 323,390 | 396,996 | – | – | – | – | – | – | – | – | 720,386 | – | 720,386 | ||||||||||||||||||||||||||||
Non-controlling interest arising from acquisition of | ||||||||||||||||||||||||||||||||||||||||||
subsidiaries (Note 27) | – | – | – | – | – | – | – | – | – | – | – | – | 7,021 | 7,021 | ||||||||||||||||||||||||||||
Cash dividends distributed by subsidiaries | – | – | – | – | – | – | – | – | – | – | – | – | (236,426 | ) | (236,426 | ) | ||||||||||||||||||||||||||
Additional non-controlling interest arising on issue of | ||||||||||||||||||||||||||||||||||||||||||
employee share options by subsidiaries | – | – | – | – | – | – | – | – | – | – | – | – | 425,523 | 425,523 | ||||||||||||||||||||||||||||
BALANCE AT SEPTEMBER 30, 2016 | 7,936,690 | $ | 79,509,050 | $ | 22,463,403 | $ | 14,597,032 | $ | 3,353,938 | $ | 37,636,002 | $ | 55,586,972 | $ | (1,956,175 | ) | $ | 299,886 | $ | (1,656,289 | ) | $ | (7,292,513 | ) | $ | 148,610,623 | $ | 11,057,567 | $ | 159,668,190 | ||||||||||||
US DOLLARS (Note 4) | ||||||||||||||||||||||||||||||||||||||||||
BALANCE AT SEPTEMBER 30, 2016 | 7,936,690 | $ | 2,542,662 | $ | 718,369 | $ | 466,806 | $ | 107,257 | $ | 1,203,582 | $ | 1,777,645 | $ | (62,557 | ) | $ | 9,590 | $ | (52,967 | ) | $ | (233,211 | ) | $ | 4,752,498 | $ | 353,616 | $ | 5,106,114 |
The accompanying notes are an integral part of the condensed consolidated financial statements. | (Concluded) |
-7-
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
in Thousands)
(Unaudited)
For the Nine Months Ended September 30 | ||||||||||||
2015 | 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
CASH FLOWS FROM OPERATING | ||||||||||||
ACTIVITIES | ||||||||||||
Profit before income tax | $ | 18,724,920 | $ | 18,449,474 | $ | 590,006 | ||||||
Adjustments for: | ||||||||||||
Depreciation expense | 21,750,748 | 21,694,771 | 693,789 | |||||||||
Amortization expense | 421,472 | 343,868 | 10,997 | |||||||||
Net loss (gain) on fair value change of financial assets | ||||||||||||
and liabilities at fair value through profit or loss | (3,196,273 | ) | 1,492,157 | 47,719 | ||||||||
Finance costs | 1,698,197 | 1,746,585 | 55,855 | |||||||||
Interest income | (192,162 | ) | (171,615 | ) | (5,488 | ) | ||||||
Dividend income | (74,374 | ) | (20,625 | ) | (660 | ) | ||||||
Compensation cost of employee share options | 35,919 | 353,676 | 11,310 | |||||||||
Share of loss (profit) of associates and joint ventures | 12,964 | (1,178,707 | ) | (37,694 | ) | |||||||
Impairment loss recognized on financial assets | 23,299 | 1,886 | 60 | |||||||||
Reversal of impairment loss on financial assets | – | (27,664 | ) | (885 | ) | |||||||
Impairment loss recognized on non- financial assets | 154,815 | 1,199,970 | 38,374 | |||||||||
Net gain on foreign currency exchange | 1,383,924 | (1,333,438 | ) | (42,643 | ) | |||||||
Others | 905,470 | 493,491 | 15,782 | |||||||||
Changes in operating assets and liabilities | ||||||||||||
Financial assets held for trading | 3,025,524 | 2,708,652 | 86,621 | |||||||||
Trade receivables | (257,928 | ) | (7,049,447 | ) | (225,438 | ) | ||||||
Other receivables | 60,383 | (189,591 | ) | (6,064 | ) | |||||||
Inventories | (8,570,434 | ) | 1,077,286 | 34,451 | ||||||||
Other current assets | 150,732 | (179,052 | ) | (5,726 | ) | |||||||
Financial liabilities held for trading | (1,148,709 | ) | (2,044,739 | ) | (65,390 | ) | ||||||
Trade payables | 4,288,374 | 3,717,681 | 118,890 | |||||||||
Other payables | (1,959,645 | ) | (172,266 | ) | (5,509 | ) | ||||||
Advance real estate receipts | 1,754,391 | (2,172,833 | ) | (69,486 | ) | |||||||
Other current liabilities | 314,503 | 239,510 | 7,659 | |||||||||
Other operating activities items | 190,377 | 38,013 | 1,216 | |||||||||
39,496,487 | 39,017,043 | 1,247,746 | ||||||||||
Interest received | 182,419 | 164,867 | 5,272 | |||||||||
Dividend received | 74,374 | 4,037,857 | 129,129 | |||||||||
Interest paid | (1,713,548 | ) | (1,668,975 | ) | (53,373 | ) | ||||||
Income tax paid | (3,735,975 | ) | (4,838,659 | ) | (154,738 | ) | ||||||
Net cash generated from operating activities | 34,303,757 | 36,712,133 | 1,174,036 | |||||||||
CASH FLOWS FROM INVESTING | ||||||||||||
ACTIVITIES | ||||||||||||
Purchase of financial assets designated as at fair value | ||||||||||||
through profit or loss | (81,789,096 | ) | (52,981,180 | ) | (1,694,313 | ) |
(Continued)
-8-
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
in Thousands)
(Unaudited)
For the Nine Months Ended September 30 | ||||||||||||
2015 | 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Proceeds on sale of financial assets designated as at | ||||||||||||
fair value through profit or loss | $ | 84,672,199 | $ | 54,592,483 | $ | 1,745,842 | ||||||
Purchase of available-for-sale financial assets | (469,291 | ) | (1,192,678 | ) | (38,141 | ) | ||||||
Proceeds on sale of available-for-sale financial assets | 1,972,254 | 867,336 | 27,737 | |||||||||
Cash received from return of capital by available-for-sale | ||||||||||||
financial assets | 30,545 | 28,927 | 925 | |||||||||
Acquisition of associates and joint ventures | (35,673,097 | ) | (15,816,463 | ) | (505,803 | ) | ||||||
Net cash outflow on acquisition of subsidiaries | – | (73,437 | ) | (2,348 | ) | |||||||
Payments for property, plant and equipment | (24,695,271 | ) | (20,391,111 | ) | (652,098 | ) | ||||||
Proceeds from disposal of property, plant and equipment | 213,284 | 129,261 | 4,134 | |||||||||
Payments for intangible assets | (393,507 | ) | (373,928 | ) | (11,958 | ) | ||||||
Proceeds from disposal of intangible assets | – | 5,482 | 175 | |||||||||
Increase in other financial assets | (1,265,725 | ) | (1,754,676 | ) | (56,114 | ) | ||||||
Increase in other non-current assets | (294,186 | ) | (177,245 | ) | (5,668 | ) | ||||||
Net cash used in investing activities | (57,691,891 | ) | (37,137,229 | ) | (1,187,630 | ) | ||||||
CASH FLOWS FROM FINANCING | ||||||||||||
ACTIVITIES | ||||||||||||
Net proceed from (repayment of) short-term borrowings | 4,148,082 | (384,911 | ) | (12,309 | ) | |||||||
Repayment of short-term bills payable | – | (2,348,712 | ) | (75,111 | ) | |||||||
Proceeds from issue of bonds | 6,136,425 | 9,000,000 | 287,816 | |||||||||
Repayment of bonds payable | – | (10,365,135 | ) | (331,472 | ) | |||||||
Proceeds from long-term borrowings | 29,382,813 | 48,963,098 | 1,565,817 | |||||||||
Repayment of long-term borrowings | (16,649,534 | ) | (42,202,720 | ) | (1,349,623 | ) | ||||||
Dividends paid | (15,297,474 | ) | (12,243,766 | ) | (391,550 | ) | ||||||
Proceeds from exercise of employee share options | 854,609 | 792,233 | 25,335 | |||||||||
Payments for acquisition of treasury shares | (5,333,406 | ) | – | – | ||||||||
Proceeds from partial disposal of interests in subsidiaries | 8,910,346 | – | – | |||||||||
Increase (decrease) in non-controlling interests | 36,517 | (3,062,199 | ) | (97,928 | ) | |||||||
Other financing activities items | (1,035 | ) | 12,342 | 395 | ||||||||
Net cash generated from (used in) financing activities | 12,187,343 | (11,839,770 | ) | (378,630 | ) | |||||||
EFFECTS OF EXCHANGE RATE | ||||||||||||
CHANGES ON THE BALANCE OF | ||||||||||||
CASH AND CASH EQUIVALENTS | 1,916,095 | (5,324,895 | ) | (170,288 | ) | |||||||
NET DECREASE IN CASH AND CASH | ||||||||||||
EQUIVALENTS | (9,284,696 | ) | (17,589,761 | ) | (562,512 | ) | ||||||
CASH AND CASH EQUIVALENTS AT THE BEGINNING | ||||||||||||
OF THE PERIOD | 51,694,410 | 55,251,181 | 1,766,907 | |||||||||
CASH AND CASH EQUIVALENTS AT THE END OF | ||||||||||||
THE PERIOD | $ | 42,409,714 | $ | 37,661,420 | $ | 1,204,395 |
The accompanying notes are an integral part of the condensed consolidated financial statements. | (Concluded) |
-9-
ADVANCED SEMICONDUCTOR ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2016
(Amounts
in Thousands, Unless Stated Otherwise)
(Unaudited)
1. | GENERAL INFORMATION |
Advanced Semiconductor Engineering, Inc. (the “Company”), a corporation incorporated under the laws of Republic of China (the “ROC”), and its subsidiaries (collectively referred to as the “Group”) offer a comprehensive range of semiconductors packaging, testing, and electronic manufacturing services (“EMS”).
The Company’s ordinary shares are listed on the Taiwan Stock Exchange (the “TSE”) under the symbol “2311”. Since September 2000, the Company’s ordinary shares have been traded on the New York Stock Exchange (the “NYSE”) under the symbol “ASX” in the form of American Depositary Shares (“ADS”). The ordinary shares of its subsidiary, Universal Scientific Industrial (Shanghai) Co., Ltd (“USISH”), are listed on the Shanghai Stock Exchange (the “SSE”) under the symbol “601231”.
The condensed consolidated financial statements are presented in the Company’s functional currency, New Taiwan dollar (NT$).
2. | APPROVAL OF FINANCIAL STATEMENTS |
The condensed consolidated financial statements were authorized for issue by management on November 7, 2016.
3. | APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ISSUED BY THE INTERNATIONAL ACCOUNTING STANDARDS BOARD (“IFRSs”) |
a. | Amendments to IFRSs that are mandatorily effective for the current year |
In the current year, the Group has applied the following new, revised or amended standards and interpretations that have been issued and effective:
New, Revised or Amended Standards and Interpretations |
Effective Date Issued by International Accounting Standards Board (“IASB”) (Note 1) | |||
Amendments to IFRSs | Annual Improvements to IFRSs: 2012-2014 Cycle | January 1, 2016 (Note 2) | ||
Amendments to IFRS 10, IFRS 12 and International Accounting Standard (“IAS”) 28 | Investment Entities: Applying the Consolidation Exception | January 1, 2016 | ||
Amendments to IFRS 11 | Accounting for Acquisitions of Interests in Joint Operations | January 1, 2016 |
(Continued)
-10-
New, Revised or Amended Standards and Interpretations |
Effective Date Issued by International Accounting Standards Board (“IASB”) (Note 1) | |||
IFRS 14 | Regulatory Deferral Accounts | January 1, 2016 | ||
Amendments to IAS 1 | Disclosure Initiative | January 1, 2016 | ||
Amendments to IAS 16 and IAS 38 | Clarification of Acceptable Methods of Depreciation and Amortization | January 1, 2016 | ||
Amendments to IAS 16 and IAS 41 | Agriculture: Bearer Plants | January 1, 2016 |
(Concluded)
Note 1: The aforementioned new, revised or amended standards and interpretations are effective for annual period beginning on or after the effective dates, unless specified otherwise.
Note 2: The amendment to IFRS 5 is applied prospectively to changes in a method of disposal that occur in annual periods beginning on or after January 1, 2016; the remaining amendments are applied retrospectively for annual periods beginning on or after January 1, 2016.
The adoption of aforementioned standards or interpretations have no material effect on the Group’s accounting policies.
b. | New, revised or amended standards and interpretations in issue but not yet effective |
The Group has not applied the following new, revised or amended standards and interpretations that have been issued but are not yet effective:
New, Revised or Amended Standards and Interpretations | Effective Date Issued by IASB (Note) | |||
Amendments to IFRS 2 | Classification and Measurement of Share-based Payment Transactions | January 1, 2018 | ||
Amendments to IFRS 4 | Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts | January 1, 2018 | ||
IFRS 9 | Financial Instruments | January 1, 2018 | ||
Amendments to IFRS 9 and IFRS 7 | Mandatory Effective Date of IFRS 9 and Transition Disclosures | January 1, 2018 | ||
Amendments to IFRS 10 and IAS 28 | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture | To be determined by the IASB | ||
IFRS 15 | Revenue from Contracts with Customers | January 1, 2018 | ||
Amendments to IFRS 15 | Clarifications to IFRS 15 | January 1, 2018 | ||
IFRS 16 | Leases | January 1, 2019 | ||
Amendments to IAS 7 | Disclosure Initiative | January 1, 2017 | ||
Amendments to IAS 12 | Recognition of Deferred Tax Assets for Unrealized Losses | January 1, 2017 | ||
Note: | The aforementioned new, revised or amended standards and interpretations are effective for annual period beginning on or after the effective dates, unless specified otherwise. |
c. | Significant changes in accounting policy resulted from new, revised and amended standards and interpretations in issue but not yet effective |
Except for the following, the Group believes that the adoption of aforementioned new, revised or
-11-
amended standards and interpretations will not have a material effect on the Group’s accounting policies. As of the date that the accompanying condensed consolidated financial statements were authorized for issue, the Group continues in evaluating the impact on its financial position and operating results as a result of the initial adoption of the below standards and interpretations. The related impact will be disclosed when the Group completes the evaluation.
IFRS 9 “Financial Instruments”
Recognition and measurement of financial assets
With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.
For the Group’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:
1) | For debt instruments, if they are held within a business model whose objective is to collect the contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method; |
2) | For debt instruments, if they are held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss. |
Except for above, all other financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gains or losses previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.
The impairment of financial assets
IFRS 9 requires that impairment loss on financial assets is recognized by using the “Expected Credit Losses Model”. The credit loss allowance is required for financial assets measured at amortized cost, financial assets mandatorily measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 “Revenue from Contracts with Customers”, certain written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.
For purchased or originated credit-impaired financial assets, the Group takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.
-12-
Hedge accounting
The main changes in hedge accounting amended the application requirements for hedge accounting to better reflect the entity’s risk management activities. Compared with IAS 39, the main changes include: (1) enhancing types of transactions eligible for hedge accounting, specifically broadening the risk eligible for hedge accounting of non-financial items; (2) changing the way hedging derivative instruments are accounted for to reduce profit or loss volatility; and (3) replacing retrospective effectiveness assessment with the principle of economic relationship between the hedging instrument and the hedged item.
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”
The amendments stipulated that, when the Group sells or contributes assets that constitute a business (as defined in IFRS 3) to an associate or joint venture, the gain or loss resulting from the transaction is recognized in full. Also, when the Group loses control over a subsidiary that contains a business but retains significant influence or joint control, the gain or loss resulting from the transaction is recognized in full.
Conversely, when the Group sells or contributes assets that do not constitute a business to an associate or joint venture, the gain or loss resulting from the transaction is recognized only to the extent of the unrelated investors’ interest in the associate or joint venture, i.e. the Group’s share of the gain or loss is eliminated. Also, when the Group loses control over a subsidiary that does not contain a business but retains significant influence or joint control in an associate or a joint venture, the gain or loss resulting from the transaction is recognized only to the extent of the unrelated investors’ interest in the associate or joint venture, i.e. the Group’s share of the gain or loss is eliminated.
IFRS 15 “Revenue from Contracts with Customers” and amendments
IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersede IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue-related interpretations from January 1, 2018.
When applying IFRS 15, an entity shall recognize revenue by applying the following steps:
— | Identify the contract with the customer; |
— | Identify the performance obligations in the contract; |
— | Determine the transaction price; |
— | Allocate the transaction price to the performance obligations in the contracts; and |
— | Recognize revenue when the entity satisfies a performance obligation. |
In identifying performance obligations, IFRS 15 and related amendment require that a good or service is distinct if it is capable of being distinct (for example, the Group regularly sells it separately) and the promise to transfer it is distinct within the context of the contract (i.e. the nature of the promise in the contract is to transfer each of those goods or services individually rather than to transfer combined items).
When IFRS 15 and related amendment are effective, the Group may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this Standard recognized at the date of initial application.
-13-
IFRS 16 “Leases”
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.
Under IFRS 16, if the Group is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Group may elect to apply the accounting method similar to the accounting for operating lease under IAS 17 to the low-value and short-term leases. On the consolidated statements of comprehensive income, the Group should present the depreciation expense charged on the right-of-use asset separately from interest expense accrued on the lease liability; interest is computed by using effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of the lease liability are classified within financing activities; cash payments for interest portion are classified within operating activities.
The application of IFRS 16 is not expected to have a material impact on the accounting of the Group as lessor.
When IFRS 16 becomes effective, the Group may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.
Amendments to IAS 12 “Recognition of Deferred Tax Assets for Unrealized Losses”
The amendment clarifies that the difference between the carrying amount of the debt instrument measured at fair value and its tax base gives rise to a temporary difference, even though there are unrealized losses on that asset, irrespective of whether the Group expects to recover the carrying amount of the debt instrument by sale or by holding it and collecting contractual cash flows.
In addition, in determining whether to recognize a deferred tax asset, the Group should assess a deductible temporary difference in combination with all of its other deductible temporary differences, unless the tax law restricts the utilization of losses to deduction against income of a specific type, in which case, a deductible temporary difference is assessed in combination only with other deductible temporary differences of the appropriate type. The amendment also stipulates that, when determining whether to recognize a deferred tax asset, the estimate of probable future taxable profit may include some of the Group’s assets for more than their carrying amount if there is sufficient evidence that it is probable that the Group will achieve this, and that the estimate for future taxable profit should exclude tax deductions resulting from the reversal of deductible temporary differences.
4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
a. | Statement of Compliance |
The condensed consolidated financial statements have been prepared in accordance with IAS 34 “Interim Financial Reporting”. The condensed consolidated financial statements are not subject to qualification relating to the application of IFRSs.
The consolidated financial statements are condensed as they do not include all of the information required for a complete set of annual financial statements, and they should be read in conjunction with the Group’s annual audited consolidated financial statements and related notes thereto for the year ended December 31, 2015 prepared in accordance with IFRSs.
-14-
b. | Basis of consolidation |
Subsidiaries included in condensed consolidated financial statements were as follows:
Percentage of Ownership (%) | ||||||||
Name of Investee | Main Businesses | Establishment and Operating Location |
December 31, 2015 | September 30, 2016 | ||||
A.S.E. Holding Limited | Holding company | Bermuda | 100.0 | 100.0 | ||||
J & R Holding Limited (“J&R Holding”) | Holding company | Bermuda | 100.0 | 100.0 | ||||
Innosource Limited | Holding company | British Virgin Islands | 100.0 | 100.0 | ||||
Omniquest Industrial Limited | Holding company | British Virgin Islands | 100.0 | 100.0 | ||||
ASE Marketing & Service Japan Co., Ltd. | Engaged in marketing and sales services | Japan | 100.0 | 100.0 | ||||
ASE Test, Inc. | Engaged in the testing of semiconductors | Kaohsiung, ROC | 100.0 | 100.0 | ||||
USI Inc. (“USIINC”) | Engaged in investing activity and established in April 2015 | Nantou, ROC | 99.2 | 99.2 | ||||
Luchu Development Corporation | Engaged in the development of real estate properties | Taipei, ROC | 86.1 | 86.1 | ||||
TLJ Intertech Inc. (“TLJ”) | Engaged in information software services and 60% shareholdings were acquired by ASE Test, Inc. in May 2016 | Taipei, ROC | – | 60.0 | ||||
Alto Enterprises Limited | Holding company | British Virgin Islands | 100.0 | 100.0 | ||||
Super Zone Holdings Limited | Holding company | Hong Kong | 100.0 | 100.0 | ||||
ASE (Kun Shan) Inc. | Engaged in the packaging and testing of semiconductors | Kun Shan, China | 100.0 | 100.0 | ||||
ASE Investment (Kun Shan) Limited | Holding company | Kun Shan, China | 100.0 | 100.0 | ||||
Advanced Semiconductor Engineering (China) Ltd. | Will engage in the packaging and testing of semiconductors | Shanghai, China | 100.0 | 100.0 | ||||
ASE Investment (Labuan) Inc. | Holding company | Malaysia | 100.0 | 100.0 | ||||
ASE Test Limited (“ASE Test”) | Holding company | Singapore | 100.0 | 100.0 | ||||
ASE (Korea) Inc. | Engaged in the packaging and testing of semiconductors | Korea | 100.0 | 100.0 | ||||
J&R Industrial Inc. | Engaged in leasing equipment and investing activity | Kaohsiung, ROC | 100.0 | 100.0 | ||||
ASE Japan Co., Ltd. | Engaged in the packaging and testing of semiconductors | Japan | 100.0 | 100.0 | ||||
ASE (U.S.) Inc. | After-sales service and sales support | U.S.A. | 100.0 | 100.0 | ||||
Global Advanced Packaging Technology Limited, Cayman Islands | Holding company | British Cayman Islands | 100.0 | 100.0 | ||||
ASE WeiHai Inc. | Engaged in the packaging and testing of semiconductors | Shandong, China | 100.0 | 100.0 | ||||
Suzhou ASEN Semiconductors Co., Ltd. | Engaged in the packaging and testing of semiconductors | Suzhou, China | 60.0 | 60.0 | ||||
Anstock Limited | Engaged in financing activity | British Cayman Islands | 100.0 | 100.0 | ||||
Anstock II Limited | Engaged in financing activity | British Cayman Islands | 100.0 | 100.0 | ||||
ASE Module (Shanghai) Inc. | Will engage in the production and sale of electronic components and printed circuit boards | Shanghai, China | 100.0 | 100.0 | ||||
ASE (Shanghai) Inc. | Engaged in the production of substrates | Shanghai, China | 100.0 | 100.0 | ||||
ASE Corporation | Holding company | British Cayman Islands | 100.0 | 100.0 | ||||
ASE Mauritius Inc. | Holding company | Mauritius | 100.0 | 100.0 | ||||
ASE Labuan Inc. | Holding company | Malaysia | 100.0 | 100.0 | ||||
Shanghai Ding Hui Real Estate Development Co., Ltd. | Engaged in the development, construction and sale of real estate properties | Shanghai, China | 100.0 | 100.0 | ||||
Shanghai Ding Qi Property Management Co., Ltd. | Engaged in the management of real estate properties | Shanghai, China | 100.0 | 100.0 | ||||
Advanced Semiconductor Engineering (HK) Limited | Engaged in the trading of substrates | Hong Kong | 100.0 | 100.0 | ||||
Shanghai Ding Wei Real Estate Development Co., Ltd. | Engaged in the development, construction and leasing of real estate properties | Shanghai, China | 100.0 | 100.0 | ||||
Shanghai Ding Yu Real Estate Development Co., Ltd. | Engaged in the development, construction and leasing of real estate properties | Shanghai, China | 100.0 | 100.0 | ||||
Shanghai Ding Fan Department Store Co., Ltd. | Will engage in department store business and was established in July 2016 | Shanghai, China | – | 100.0 | ||||
Kun Shan Ding Yue Real Estate Development Co., Ltd. | Engaged in the development, construction and leasing of real estate properties | Kun Shan, China | 100.0 | 100.0 | ||||
Kun Shan Ding Hong Real Estate Development Co., Ltd. | Engaged in the development, construction and leasing of real estate properties | Kun Shan, China | 100.0 | 100.0 | ||||
ASE Electronics Inc. | Engaged in the production of substrates | Kaohsiung, ROC | 100.0 | 100.0 | ||||
ASE Test Holdings, Ltd. | Holding company | British Cayman Islands | 100.0 | 100.0 |
(Continued)
-15-
Percentage of Ownership (%) | ||||||||
Name of Investee | Main Businesses | Establishment and Operating Location |
December 31, 2015 | September 30, 2016 | ||||
ASE Holdings (Singapore) Pte. Ltd. | Holding company | Singapore | 100.0 | 100.0 | ||||
ASE Singapore Pte. Ltd. | Engaged in the packaging and testing of semiconductors | Singapore | 100.0 | 100.0 | ||||
ISE Labs, Inc. | Engaged in the testing of semiconductors | U.S.A. | 100.0 | 100.0 | ||||
ASE Electronics (M) Sdn. Bhd. | Engaged in the packaging and testing of semiconductors | Malaysia | 100.0 | 100.0 | ||||
ASE Assembly & Test (Shanghai) Limited | Engaged in the packaging and testing of semiconductors | Shanghai, China | 100.0 | 100.0 | ||||
ASE Trading (Shanghai) Ltd. | Engaged in trading activity | Shanghai, China | 100.0 | 100.0 | ||||
Wuxi Tongzhi Microelectronics Co., Ltd. | Engaged in the packaging and testing of semiconductors | Wuxi, China | 100.0 | 100.0 | ||||
Huntington Holdings International Co., Ltd. | Holding company | British Virgin Islands | 99.2 | 99.2 | ||||
Unitech Holdings International Co., Ltd. | Holding company | British Virgin Islands | 99.2 | 99.2 | ||||
Real Tech Holdings Limited | Holding company | British Virgin Islands | 99.2 | 99.2 | ||||
Universal ABIT Holding Co., Ltd. | In the process of liquidation | British Cayman Islands | 99.2 | 99.2 | ||||
Rising Capital Investment Limited | Holding company | British Virgin Islands | 99.2 | 99.2 | ||||
Rise Accord Limited | Holding company | British Virgin Islands | 99.2 | 99.2 | ||||
Universal Scientific Industrial (Kunshan) Co., Ltd. | Engaged in the manufacturing and sale of computer assistance system and related peripherals | Kun Shan, China | 99.2 | 99.2 | ||||
USI Enterprise Limited (“USIE”) | Engaged in the services of investment advisory and warehousing management | Hong Kong | 96.7 | 98.8 | ||||
Universal Scientific Industrial (Shanghai) Co., Ltd. (“USISH”) | Engaged in the designing, manufacturing and sale of electronic components | Shanghai, China | 75.7 | 77.3 | ||||
Universal Global Technology Co., Limited | Holding company | Hong Kong | 75.7 | 77.3 | ||||
Universal Global Technology (Kunshan) Co., Ltd. | Engaged in the designing and manufacturing of electronic components | Kun Shan, China | 75.7 | 77.3 | ||||
Universal Global Technology (Shanghai) Co., Ltd. | Engaged in the processing and sales of computer and communication peripherals as well as business in import and export of goods and technology | Shanghai, China | 75.7 | 77.3 | ||||
Universal Global Electronics (Shanghai) Co., Ltd. | Engaged in the sale of electronic components and telecommunications equipment | Shanghai, China | 75.7 | 77.3 | ||||
Universal Global Industrial Co., Limited | Engaged in manufacturing, trading and investing activity | Hong Kong | 75.7 | 77.3 | ||||
Universal Global Scientific Industrial Co., Ltd. (“UGTW”) | Engaged in the manufacturing of components of telecomm and cars and provision of related R&D services | Nantou, ROC | 75.7 | 77.3 | ||||
USI America Inc. | Engaged in the manufacturing and processing of motherboards and wireless network communication and provision of related technical service | U.S.A. | 75.7 | 77.3 | ||||
Universal Scientific Industrial De Mexico S.A. De C.V. | Engaged in the assembling of motherboards and computer components | Mexico | 75.7 | 77.3 | ||||
USI Japan Co., Ltd. | Engaged in the manufacturing and sale of computer peripherals, integrated chip and other related accessories | Japan | 75.7 | 77.3 | ||||
USI Electronics (Shenzhen) Co., Ltd. | Engaged in the design, manufacturing and sale of motherboards and computer peripherals | Shenzhen, China | 75.7 | 77.3 | ||||
Universal Scientific Industrial Co., Ltd. (“USI”) | Engaged in the manufacturing, processing and sale of computers, computer peripherals and related accessories | Nantou, ROC | 99.0 | 76.5 | ||||
(Concluded)
c. | Other significant accounting policies |
Except for the following, the accounting policies applied in these condensed consolidated financial statements are consistent with those applied in the Group’s consolidated financial statements for the year ended December 31, 2015.
1) | Retirement benefits |
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one-off events.
-16-
2) | Taxation |
Income tax expense represents the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period’s pre-tax income the tax rate that would be applicable to expected total annual earnings.
d. | U.S. Dollar Amounts |
A translation of the condensed consolidated financial statements into U.S. dollars is included solely for the convenience of the readers, and has been translated from New Taiwan dollar (NT$) at the exchange rate as set forth in the statistical release by the U.S. Federal Reserve Board of the United States, which was NT$31.27 to US$1.00 as of September 30, 2016. The translation should not be construed as a representation that the NT$ amounts have been, could have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange.
5. | CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
Except those discussed below, the same critical accounting judgments and key sources of estimation uncertainty of condensed consolidated financial statements have been followed in these condensed consolidated financial statements as were applied in the preparation of the Group’s consolidated financial statements for the year ended December 31, 2015.
For the associate accounted for using the equity method, the Group recognized goodwill which is included within the carrying amount of the investment as of each investment date as the excess of cost of investments over the Group’s share of the net fair value of the associate’s identifiable assets acquired and the liabilities assumed at the respective investment dates; as a result, it involves critical accounting judgment and estimates when determining aforementioned fair values. The management engaged external appraiser to identify and evaluate the associate’s identifiable tangible assets, intangible assets and liabilities. The scope of such evaluation includes assumptions as current replacement cost of tangible assets, the categories of intangible assets and their expected economic benefits, growth rates and discount rates used in cash flow analysis. The amounts of differences between fair value of identified tangible and intangible assets and the carrying amount at each respective investment dates are depreciated or amortized over their remaining useful lives or expected future economic benefit lives. The management considered that the related evaluation and assumption has appropriately reflected the fair value of identifiable assets acquired and liabilities assumed.
6. | CASH AND CASH EQUIVALENTS |
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Cash on hand | $ | 8,806 | $ | 8,146 | $ | 260 | ||||||
Checking accounts and demand deposits | 50,291,823 | 29,027,930 | 928,300 | |||||||||
Cash equivalents | 4,950,552 | 8,625,344 | 275,835 | |||||||||
$ | 55,251,181 | $ | 37,661,420 | $ | 1,204,395 |
Cash equivalents include time deposits that are of a short maturity of three months or less from the date of acquisitions, and are highly liquid, readily convertible to known amounts in cash and the risk of changes in
-17-
values is insignificant. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investments or other purposes.
7. | FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS (“FVTPL”) |
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Financial assets designated as at FVTPL | ||||||||||||
Private-placement convertible bonds | $ | 100,500 | $ | 100,583 | $ | 3,217 | ||||||
Structured time deposits | 1,646,357 | – | – | |||||||||
1,746,857 | 100,583 | 3,217 | ||||||||||
Financial assets held for trading | ||||||||||||
Open-end mutual funds | 573,242 | 584,424 | 18,689 | |||||||||
Forward exchange contracts | 18,913 | 55,645 | 1,779 | |||||||||
Swap contracts | 1,452,611 | 38,451 | 1,230 | |||||||||
Quoted shares | 37,058 | 34,728 | 1,111 | |||||||||
Foreign currency option contracts | 5,020 | – | – | |||||||||
2,086,844 | 713,248 | 22,809 | ||||||||||
$ | 3,833,701 | $ | 813,831 | $ | 26,026 | |||||||
Financial liabilities held for trading | ||||||||||||
Conversion option, redemption option and put option of convertible bonds (Note 19) | $ | 2,632,565 | $ | 2,224,051 | $ | 71,124 | ||||||
Swap contracts | 290,176 | 1,708,293 | 54,631 | |||||||||
Forward exchange contracts | 69,207 | 10,825 | 346 | |||||||||
Interest rate swap contracts | 119 | 8,791 | 281 | |||||||||
Foreign currency option contracts | 13,659 | 1,560 | 50 | |||||||||
$ | 3,005,726 | $ | 3,953,520 | $ | 126,432 |
The Group invested in structured time deposits and private-placement convertible bonds, and all included embedded derivative instruments which are not closely related to the host contracts. The Group designated the entire contracts as financial assets at FVTPL on initial recognition.
At each balance sheet date, the outstanding swap contracts not accounted for hedge accounting were as follows:
Notional Amount | ||||
Currency | Maturity Period | (In Thousands) | ||
December 31, 2015 | ||||
Sell NT$/Buy US$ | 2016.01-2016.12 | NT$57,554,138/US$1,802,834 | ||
Sell US$/Buy CNY | 2016.01-2016.03 | US$353,881/CNY2,255,872 | ||
Sell US$/Buy JPY | 2016.03 | US$67,125/JPY8,240,000 | ||
Sell US$/Buy NT$ | 2016.01 | US$91,750/NT$3,005,494 |
(Continued)
-18-
Notional Amount | ||||
Currency | Maturity Period | (In Thousands) | ||
September 30, 2016 | ||||
Sell EUR/Buy US$ | 2016.10 | EUR4,960/US$5,573 | ||
Sell JPY/Buy US$ | 2016.10 | JPY38,308/US$380 | ||
Sell NT$/Buy US$ | 2016.10-2017.09 | NT$62,646,431/US$1,951,500 | ||
Sell US$/Buy CNY | 2016.10 | US$52,535/CNY349,800 | ||
Sell US$/Buy JPY | 2016.11-2016.12 | US$83,036/JPY8,420,000 | ||
Sell US$/Buy KRW | 2016.10-2016.11 | US$20,000/KRW22,232,000 | ||
Sell US$/Buy NT$ | 2016.10-2016.11 | US$51,600/NT$1,621,665 |
(Concluded)
At each balance sheet date, the outstanding forward exchange contracts not accounted for hedge accounting were as follow:
Notional Amount | ||||
Currency | Maturity Period | (In Thousands) | ||
December 31, 2015 | ||||
Sell NT$/Buy US$ | 2016.02 | NT$325,400/US$10,000 | ||
Sell US$/Buy CNY | 2016.01-2016.03 | US$121,000/CNY780,252 | ||
Sell US$/Buy JPY | 2016.01 | US$14,000/JPY1,713,388 | ||
Sell US$/Buy KRW | 2016.01 | US$8,000/KRW9,420,350 | ||
Sell US$/Buy MYR | 2016.01-2016.02 | US$6,000/MYR25,525 | ||
Sell US$/Buy NT$ | 2016.01-2016.03 | US$155,000/NT$5,088,230 | ||
Sell US$/Buy SGD | 2016.01-2016.02 | US$11,400/SGD16,079 | ||
September 30, 2016 | ||||
Sell NT$ /Buy US$ | 2016.10-2016.11 | NT$10,147,295/US$325,000 | ||
Sell US$/Buy CNY | 2016.10-2016.11 | US$65,000/CNY433,976 | ||
Sell US$/Buy JPY | 2016.10-2016.11 | US$21,864/JPY2,227,835 | ||
Sell US$/Buy KRW | 2016.10-2016.11 | US$26,400/KRW29,134,690 | ||
Sell US$/Buy MYR | 2016.10-2016.11 | US$9,000/MYR36,944 | ||
Sell US$/Buy SGD | 2016.10-2016.12 | US$11,100/SGD14,988 |
At each balance sheet date, the outstanding foreign currency option contracts not accounted for hedge accounting were as follows:
Currency | Maturity Period | (In Thousands) | ||
December 31, 2015 | ||||
Buy US$ Call/CNY Put | 2017.08 (Note) | US$2,000/CNY13,800 | ||
Buy US$ Put/CNY Call | 2016.03 | US$20,000/CNY131,600 | ||
Sell US$ Put/CNY Call | 2017.08 (Note) | US$1,000/CNY 6,900 | ||
September 30, 2016 | ||||
Buy US$ Call/CNY Put | 2017.08 (Note) | US$2,000/CNY13,800 | ||
Sell US$ Put/CNY Call | 2017.08 (Note) | US$1,000/CNY 6,900 | ||
-19-
Note: | The contracts will be settled once a month and the counterparty has the right to early terminate the contracts, or the contracts will be early terminated, or both parties will have no obligation to settle the contracts when the specific criteria is met. Partial of the aforementioned outstanding contracts as of September 30, 2015 were early terminated. |
At each balance sheet date, the outstanding interest rate swap contracts not accounted for hedge accounting were as follows:
Maturity Period |
Notional Amounts (In Thousands) |
Range of Interest Rates Paid |
Range of Interest Rates Received | |||
December 31, 2015 | ||||||
2016.10 | NT$1,000,000 |
4.60% (Fixed) |
0.00%-5.00% (Floating) | |||
September 30, 2016 | ||||||
2016.10 | NT$1,000,000 |
4.60% (Fixed) |
0.00%-5.00% (Floating) |
8. | AVAILABLE-FOR-SALE FINANCIAL ASSETS |
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Unquoted ordinary shares | $ | 249,217 | $ | 506,502 | $ | 16,197 | ||||||
Limited partnership | 476,612 | 448,913 | 14,356 | |||||||||
Quoted ordinary shares | 197,580 | 160,243 | 5,124 | |||||||||
Open-end mutual funds | 16,037 | 44,207 | 1,414 | |||||||||
Unquoted preferred shares | 15,260 | 14,166 | 453 | |||||||||
954,706 | 1,174,031 | 37,544 | ||||||||||
Current | 30,344 | 70,092 | 2,241 | |||||||||
Non-current | $ | 924,362 | $ | 1,103,939 | $ | 35,303 |
9. | TRADE RECEIVABLES, NET |
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Trade receivables | $ | 45,014,393 | $ | 52,063,840 | $ | 1,664,977 | ||||||
Less: Allowance for doubtful debts | 82,906 | 54,262 | 1,735 | |||||||||
Trade receivables, net | $ | 44,931,487 | $ | 52,009,578 | $ | 1,663,242 |
a. | Trade receivables |
The Group’s average credit terms were 30 to 90 days. Allowance for doubtful debts is assessed by reference to the collectability of receivables by evaluating the account aging, historical experience and current financial condition of customers.
-20-
As of December 31, 2015 and September 30, 2016, except that the Group’s five largest customers accounted for 26% and 33% of accounts receivable, respectively, the concentration of credit risk is insignificant for the remaining accounts receivable.
Aging of receivables based on the past due date
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Not past due | $ | 40,409,227 | $ | 47,741,458 | $ | 1,526,750 | ||||||
1 to 30 days | 3,901,300 | 3,695,299 | 118,174 | |||||||||
31 to 90 days | 495,664 | 532,980 | 17,044 | |||||||||
More than 91 days | 208,202 | 94,103 | 3,009 | |||||||||
Total | $ | 45,014,393 | $ | 52,063,840 | $ | 1,664,977 |
Aging of receivables that were past due but not impaired
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
1 to 30 days | $ | 3,086,796 | $ | 3,669,497 | $ | 117,349 | ||||||
31 to 90 days | 344,265 | 333,527 | 10,666 | |||||||||
Total | $ | 3,431,061 | $ | 4,003,024 | $ | 128,015 |
Except for those impaired, the Group had not provided an allowance for doubtful debts on trade receivables at each balance sheet date since there has not been a significant change in credit quality and the amounts were still considered collectible. The Group did not hold any collateral or other credit enhancements over these balances nor did it have a legal right to offset against any amounts owed by the Group to counterparties.
Movement of the allowance for doubtful trade receivables
Impaired Individually | Impaired Collectively | Total | ||||||||||
NT$ | NT$ | NT$ | ||||||||||
Balance at January 1, 2015 | $ | 28,305 | $ | 55,840 | $ | 84,145 | ||||||
Impairment losses recognized | 20,411 | 2,888 | 23,299 | |||||||||
Amount written off as uncollectible | – | (208 | ) | (208 | ) | |||||||
Effect of foreign currency exchange differences | (177 | ) | (871 | ) | (1,048 | ) | ||||||
Balance at September 30, 2015 | $ | 48,539 | $ | 57,649 | $ | 106,188 | ||||||
Balance at January 1, 2016 | $ | 39,046 | $ | 43,860 | $ | 82,906 | ||||||
Impairment losses recognized (reversed) | (29,013 | ) | 1,349 | (27,664 | ) | |||||||
Effect of foreign currency exchange differences | (691 | ) | (289 | ) | (980 | ) | ||||||
Balance at September 30, 2016 | $ | 9,342 | $ | 44,920 | $ | 54,262 |
-21-
Impaired Individually | Impaired Collectively | Total | ||||||||||
US$ (Note 4) | US$ (Note 4) | US$ (Note 4) | ||||||||||
Balance at January 1, 2016 | $ | 1,249 | $ | 1,402 | $ | 2,651 | ||||||
Impairment losses recognized (reversed) | (928 | ) | 43 | (885 | ) | |||||||
Effect of foreign currency exchange differences | (22 | ) | (9 | ) | (31 | ) | ||||||
Balance at September 30, 2016 | $ | 299 | $ | 1,436 | $ | 1,735 |
b. | Transfers of financial assets |
Factored trade receivables of the Company were as follows:
Counterparties | Receivables Sold (In Thousands) | Amounts Collected (In Thousands) | Advances Received At Period-end (In Thousands) | Interest Rates on Advances Received (%) | Credit Line (In Thousands) | |||||||||||||||
For the nine months ended September 30, 2015 | ||||||||||||||||||||
Citi bank | US$ | 47,555 | US$ | – | US$ | 47,555 | 1.03 | US$ | 92,000 | |||||||||||
For the nine months ended September 30, 2016 | ||||||||||||||||||||
Citi bank | US$ | – | US$ | 41,849 | US$ | – | – | US$ | 66,000 |
Pursuant to the factoring agreement, losses from commercial disputes (such as sales returns and discounts) should be borne by the Company, while losses from credit risk should be borne by the banks. The Company also issued promissory notes to the banks for commercial disputes which remained undrawn since. The promissory notes amounted to US$5,000 thousand and US$2,000 thousand as of December 31, 2015 and September 30, 2016, respectively. As of September 30, 2016, there was no significant losses from commercial disputes in the past and the Company does not expect any significant commercial dispute losses in the foreseeable future.
10. | INVENTORIES |
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Finished goods | $ | 10,012,182 | $ | 6,639,252 | $ | 212,320 | ||||||
Work in process | 1,692,346 | 4,664,874 | 149,180 | |||||||||
Raw materials | 9,672,894 | 11,071,692 | 354,068 | |||||||||
Supplies | 852,251 | 788,774 | 25,225 | |||||||||
Raw materials and supplies in transit | 1,028,606 | 470,561 | 15,048 | |||||||||
$ | 23,258,279 | $ | 23,635,153 | $ | 755,841 |
The cost of inventories recognized as operating costs for the nine months ended September 30, 2015 and 2016 were NT$170,887,198 thousand and NT$158,489,852 thousand (US$5,068,431 thousand), respectively, which included write-down of inventories at NT$3,724 thousand and NT$313,124 thousand (US$10,013 thousand), respectively.
-22-
11. | INVENTORIES RELATED TO REAL ESTATE BUSINESS |
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Land and buildings held for sale | $ | 5,431 | $ | 667 | $ | 21 | ||||||
Construction in progress | 23,956,678 | 22,453,205 | 718,043 | |||||||||
Land held for construction | 1,751,429 | 1,687,526 | 53,967 | |||||||||
$ | 25,713,538 | $ | 24,141,398 | $ | 772,031 |
Land and buildings held for sale located in Shanghai Zhangjiang was completed and successively sold. Construction in progress is mainly located on Caobao Road and Hutai Road in Shanghai, China and Lidu Road and Xinhong Road in Kun Shan, China. The capitalized borrowing costs for the nine months ended September 30, 2015 and 2016 is disclosed in Note 23.
As of December 31, 2015 and September 30, 2016, inventories related to real estate business of NT$24,837,046 thousand and NT$11,978,732 thousand (US$383,074 thousand), respectively, are expected to be recovered longer than twelve months.
Refer to Note 34 for the carrying amount of inventories related to real estate business that had been pledged by the Group to secure bank borrowings.
12. | OTHER FINANCIAL ASSETS |
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Unsecured subordinate corporate bonds | $ | – | $ | 1,000,000 | $ | 31,980 | ||||||
Time deposits with original maturity over three months | 220,545 | 948,086 | 30,319 | |||||||||
Pledged time deposits (Note 34) | 207,359 | 235,913 | 7,544 | |||||||||
Guarantee deposits | 197,513 | 210,966 | 6,746 | |||||||||
Others (Note 34) | 22,254 | 7,592 | 243 | |||||||||
647,671 | 2,402,557 | 76,832 | ||||||||||
Current | 301,999 | 1,047,303 | 33,492 | |||||||||
Non-current | $ | 345,672 | $ | 1,355,254 | $ | 43,340 |
In June 2016, the Group acquired 1,000 units of perpetual unsecured subordinate corporate bonds in the amount of NT$1,000,000 thousand (US$31,037 thousand). The corporate bonds are in denomination of NT$1,000 thousand with annual interest rate at 3.5% as of September 30, 2016.
-23-
13. | INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD |
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Investments in associates | $ | 36,508,403 | $ | 48,869,930 | $ | 1,562,838 | ||||||
Investments in joint ventures | 613,841 | 703,684 | 22,503 | |||||||||
$ | 37,122,244 | $ | 49,573,614 | $ | 1,585,341 |
a. | Investments in associates |
1) | Investments in associates accounted for using the equity method consisted of the following: |
Carrying Amount | ||||||||||||||||
Operating | December 31, 2015 | September 30, 2016 | ||||||||||||||
Name of Associate | Main Business | Location | NT$ | NT$ | US$ (Note 4) | |||||||||||
Material associate | ||||||||||||||||
Siliconware Precision Industries Co., Ltd. (“SPIL”) | Engaged in assembly, testing and turnkey services of integrated circuits | ROC | $ | 35,141,701 | $ | 45,675,004 | $ | 1,460,665 | ||||||||
Associates that are not individually material | ||||||||||||||||
Deca Technologies Inc.(”DECA”) | Holding company and the group engaged in manufacturing, development and marketing of wafer level packaging and interconnect technology | British Cayman Islands | – | 1,892,542 | 60,523 | |||||||||||
Hung Ching Development & Construction Co. (“HC”) | Engaged in the development, construction and leasing of real estate properties | ROC | 1,294,191 | 1,266,121 | 40,490 | |||||||||||
Hung Ching Kwan Co. (“HCK”) | Engaged in the leasing of real estate properties | ROC | 332,444 | 324,959 | 10,392 | |||||||||||
Advanced Microelectronic Products Inc. (“AMPI”) | Engaged in manufacturing of integrated circuit | ROC | 40,216 | 11,453 | 366 | |||||||||||
36,808,552 | 49,170,079 | 1,572,436 | ||||||||||||||
Less: Deferred gain on transfer of land | 300,149 | 300,149 | 9,598 | |||||||||||||
$ | 36,508,403 | $ | 48,869,930 | $ | 1,562,838 |
2) | At each balance sheet date, the percentages of ownership held by the Group were as follows: |
December 31, 2015 | September 30, 2016 | |||||||||
SPIL | 24.99 | % | 33.29 | % | ||||||
DECA | – | 22.07 | % | |||||||
HC | 26.22 | % | 26.22 | % | ||||||
HCK | 27.31 | % | 27.31 | % | ||||||
AMPI | 18.24 | % | 17.38 | % |
3) | In September 2015, the Company acquired 725,749 thousand ordinary shares and 10,650 thousand units of ADS (one ADS represents five ordinary shares) of SPIL at NT$45 per ordinary share. The percentage of ownership was 24.99% and, as a result, the Company obtained significant influence over SPIL. |
In March and April 2016, the Company acquired additional 258,300 thousand ordinary shares and ADS (one ADS represents five ordinary shares) of SPIL from open market with a total consideration of NT$13,735,498 thousand (US$439,255 thousand) which was paid in cash. As the result, the percentage of ownership increased from 24.99% to 33.29%.
-24-
As of September 30, 2016, the Company has completed the identification of the difference between the cost of the investment and the Company’s share of the net fair value of SPIL’s identifiable assets and liabilities. Therefore, the Company has retrospectively adjusted the comparative financial statements for prior periods. As of December 31, 2015, the retrospective adjustments are summarized as follows:
Before adjusted | After adjusted | |||||||
NT$ | NT$ | |||||||
Investments accounted for using the equity method - SPIL | $ | 35,423,058 | $ | 35,141,701 | ||||
Retained earnings | $ | 53,981,305 | $ | 53,699,948 |
In June 2016, the Company’s board of directors approved to enter into and execute a joint share exchange agreement with SPIL. Please refer to Note 37.
4) | In July 2016, the Company acquired 98,490 thousand preferred shares issued by DECA at US$0.608 per share with a total consideration of NT$1,934,062 thousand (US$59,882 thousand). The percentage of ownership was 22.07% and the Company obtained significant influence over DECA. As of September 30, 2016, the Company has not completed the identification of the difference between the cost of the investment and the Company’s share of the net fair value of DECA’s identifiable assets and liabilities. |
5) | The convertible bond holders of AMPI exercised the conversion option in September 2016 and, as a result, the percentage of ownership held by the Company decreased from 18.24% to 17.38%. |
6) | Fair values (Level 1 inputs in terms of IFRS 13) of investments in associates with available published price quotation are summarized as follows: |
December 31, 2015 | September 30, 2016 | |||||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||||
SPIL | $ | 40,741,700 | $ | 48,753,100 | $ | 1,559,101 | ||||||||
HC | $ | 1,149,549 | $ | 1,170,138 | $ | 37,420 | ||||||||
AMPI | $ | 104,255 | $ | 83,271 | $ | 2,663 | ||||||||
7) | Summarized financial information in respect of the Group’s material associate |
The summarized financial information below represents amounts shown in SPIL’s consolidated financial statements prepared in accordance with IFRSs as issued by IASB and adjusted by the Group for equity method accounting purposes.
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Current assets | $ | 48,785,212 | $ | 44,914,756 | $ | 1,436,353 | ||||||
Non-current assets | 74,424,040 | 75,278,522 | 2,407,372 | |||||||||
Current liabilities | (30,677,239 | ) | (30,432,003 | ) | (973,201 | ) | ||||||
Non-current liabilities | (23,002,788 | ) | (26,339,259 | ) | (842,317 | ) | ||||||
Equity | $ | 69,529,225 | $ | 63,422,016 | $ | 2,028,207 | ||||||
Proportion of the Group’s ownership | 24.99 | % | 33.29 | % | 33.29 | % |
(Continued)
-25-
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Net assets attributable to the Group | $ | 17,375,353 | $ | 21,113,189 | $ | 675,190 | ||||||
Adjustments for fair value of identifiable assets acquired | ||||||||||||
Goodwill | 8,254,294 | 12,782,259 | 408,770 | |||||||||
Tangible assets | 3,249,580 | 3,819,232 | 122,137 | |||||||||
Intangible assets | 6,268,474 | 7,960,324 | 254,568 | |||||||||
Carrying amount | $ | 35,141,701 | $ | 45,675,004 | $ | 1,460,665 |
(Concluded)
The above tangible assets and intangible assets are mainly depreciated or amortized over 10 years.
For the Nine Months Ended September 30, 2016 | ||||||||
NT$ | US$ (Note 4) | |||||||
Operating revenue | $ | 62,934,405 | $ | 2,012,613 | ||||
Gross profit | $ | 14,121,937 | $ | 451,613 | ||||
Profit before income tax | $ | 8,292,368 | $ | 265,186 | ||||
Net profit for the period | $ | 7,253,481 | $ | 231,963 | ||||
Other comprehensive loss for the period | (1,518,518 | ) | (48,562 | ) | ||||
Total comprehensive income for the period | $ | 5,734,963 | $ | 183,401 | ||||
Cash dividends received from SPIL | $ | 3,941,740 | $ | 126,055 |
8) | Aggregate information of associates that are not individually material |
For the Nine Months Ended September 30 | ||||||||||||
2015 | 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
The Group’s share of: | ||||||||||||
Net profit (loss) for the period | $ | 118,754 | $ | (13,186 | ) | $ | (422 | ) | ||||
Other comprehensive loss for the period | (62,823 | ) | (37,574 | ) | (1,201 | ) | ||||||
Total comprehensive income (loss) for the period | $ | 55,931 | $ | (50,760 | ) | $ | (1,623 | ) |
The investments accounted for using the equity method and the share of profit or loss and other comprehensive loss of the investments in associates for the nine months ended September 30, 2015 and 2016 was based on the associates’ financial statements prepared in accordance with IFRSs as issued by IASB and adjusted by the Group for equity method accounting purposes.
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b. | Investments in joint ventures |
1) | The Group’s investment in joint ventures that are not individually material and were accounted for using the equity method consisted of ASE Embedded Electronics Inc. (“ASEEE”). In May 2015, the Group and TDK Corporation (“TDK”) entered into an agreement to establish a joint venture to invest in ASEEE. The Croup invested NT$618,097 thousand in August 2015 and participated ASEEE’s capital increase in cash with NT$146,903 thousand (US$4,698 thousand) in September 2016. As of December 31, 2015 and September 30, 2016, the percentage of ownership are both 51%. ASEEE are located in ROC and engaged in the production of embedded substrate. According to the joint arrangement, the Group and TDK must act together to direct the relevant operating activities and, as a result, the Group does not control ASEEE. The investment in ASEEE is accounted for using the equity method. |
2) | Aggregate information of joint venture that is not individually material |
For the Nine Months Ended September 30 | ||||||||||||
2015 | 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
The Group’s share of net loss and total comprehensive loss for the period | $ | (195 | ) | $ | (57,252 | ) | $ | (1,831 | ) |
3) | The investments accounted for using the equity method and the share of loss and other comprehensive loss for the investments in the joint venture for the nine months ended September 30, 2015 and 2016, respectively, was based on the joint venture’s financial statements prepared in accordance with IFRSs as issued by IASB and adjusted by the Group for equity method accounting purposes. |
14. | PROPERTY, PLANT AND EQUIPMENT |
The carrying amounts of each class of property, plant and equipment were as follows:
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Land | $ | 3,381,300 | $ | 3,339,803 | $ | 106,805 | ||||||
Buildings and improvements | 59,801,054 | 57,676,078 | 1,844,454 | |||||||||
Machinery and equipment | 78,715,309 | 73,399,437 | 2,347,280 | |||||||||
Other equipment | 1,814,994 | 1,841,436 | 58,888 | |||||||||
Construction in progress and machinery in transit | 6,284,418 | 8,952,101 | 286,284 | |||||||||
$ | 149,997,075 | $ | 145,208,855 | $ | 4,643,711 |
For the nine months ended September 30, 2015
Land | Buildings and improvements | Machinery and equipment | Other equipment | Construction in progress and machinery in transit | Total | |||||||||||||||||||
NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | |||||||||||||||||||
Cost | ||||||||||||||||||||||||
Balance at January 1, 2015 | $ | 3,348,018 | $ | 86,725,254 | $ | 233,669,627 | $ | 7,182,574 | $ | 5,862,217 | $ | 336,787,690 | ||||||||||||
Additions | – | 53,050 | 173,239 | 204,926 | 22,698,232 | 23,129,447 | ||||||||||||||||||
Disposals | – | (202,257 | ) | (5,877,465 | ) | (203,255 | ) | (8,992 | ) | (6,291,969 | ) |
(Continued)
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Land | Buildings and improvements | Machinery and equipment | Other equipment | Construction in progress and machinery in transit | Total | |||||||||||||||||||
NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | |||||||||||||||||||
Reclassification | $ | – | $ | 6,638,011 | $ | 14,094,445 | $ | 289,476 | $ | (20,893,867 | ) | $ | 128,065 | |||||||||||
Effect of foreign currency exchange differences | 34,556 | 34,066 | 31,141 | 40,687 | 207,628 | 348,078 | ||||||||||||||||||
Balance at September 30,2015 | $ | 3,382,574 | $ | 93,248,124 | $ | 242,090,987 | $ | 7,514,408 | $ | 7,865,218 | $ | 354,101,311 | ||||||||||||
Accumulated depreciation and impairment | ||||||||||||||||||||||||
Balance at January 1, 2015 | $ | – | $ | 30,329,544 | $ | 149,497,980 | $ | 5,365,887 | $ | 7,164 | $ | 185,200,575 | ||||||||||||
Depreciation expense | – | 3,537,606 | 17,636,686 | 576,456 | – | 21,750,748 | ||||||||||||||||||
Impairment losses recognized | – | 117,646 | 31,155 | – | 2,290 | 151,091 | ||||||||||||||||||
Disposals | – | (185,390 | ) | (5,693,081 | ) | (196,852 | ) | – | (6,075,323 | ) | ||||||||||||||
Reclassification | – | 322 | 601 | (4,102 | ) | – | (3,179 | ) | ||||||||||||||||
Effect of foreign currency exchange differences | – | (65,898 | ) | 126,631 | 35,553 | – | 96,286 | |||||||||||||||||
Balance at September 30,2015 | $ | – | $ | 33,733,830 | $ | 161,599,972 | $ | 5,776,942 | $ | 9,454 | $ | 201,120,198 |
(Concluded)
For the nine months ended September 30, 2016
Land | Buildings and improvements | Machinery and equipment | Other equipment | Construction in progress and machinery in transit | Total | |||||||||||||||||||
NT$ | NT$ | NT$ | NT$ | NT$ | NT$ | |||||||||||||||||||
Cost | ||||||||||||||||||||||||
Balance at January 1, 2016 | $ | 3,381,300 | $ | 94,447,932 | $ | 243,283,607 | $ | 7,722,408 | $ | 6,397,760 | $ | 355,233,007 | ||||||||||||
Additions | – | (19,825 | ) | 100,380 | 76,145 | 21,128,121 | 21,284,821 | |||||||||||||||||
Disposals | – | (387,024 | ) | (8,033,648 | ) | (84,143 | ) | (215,773 | ) | (8,720,588 | ) | |||||||||||||
Reclassification | – | 3,316,244 | 14,388,566 | 594,599 | (18,299,584 | ) | (175 | ) | ||||||||||||||||
Acquisitions through business combinations | – | – | – | 1,159 | – | 1,159 | ||||||||||||||||||
Effect of foreign currency exchange differences | (41,497 | ) | (2,534,611 | ) | (4,762,613 | ) | (194,188 | ) | (42,550 | ) | (7,575,459 | ) | ||||||||||||
Balance at September 30, 2016 | $ | 3,339,803 | $ | 94,822,716 | $ | 244,976,292 | $ | 8,115,980 | $ | 8,967,974 | $ | 360,222,765 | ||||||||||||
Accumulated depreciation and impairment | ||||||||||||||||||||||||
Balance at January 1, 2016 | $ | – | $ | 34,646,878 | $ | 164,568,298 | $ | 5,907,414 | $ | 113,342 | $ | 205,235,932 | ||||||||||||
Depreciation expense | – | 3,845,108 | 17,236,723 | 612,940 | – | 21,694,771 | ||||||||||||||||||
Impairment losses recognized | – | 620 | 876,153 | 5,564 | 4,509 | 886,846 | ||||||||||||||||||
Disposals | – | (332,480 | ) | (7,790,959 | ) | (76,588 | ) | (100,049 | ) | (8,300,076 | ) | |||||||||||||
Reclassification | – | (5,200 | ) | 2,979 | 2,221 | – | – | |||||||||||||||||
Acquisitions through business combinations | – | – | – | 824 | – | 824 | ||||||||||||||||||
Effect of foreign currency exchange differences | – | (1,008,288 | ) | (3,316,339 | ) | (177,831 | ) | (1,929 | ) | (4,504,387 | ) | |||||||||||||
Balance at September 30, 2016 | $ | – | $ | 37,146,638 | $ | 171,576,855 | $ | 6,274,544 | $ | 15,873 | $ | 215,013,910 |
Land | Buildings and improvements | Machinery and equipment | Other equipment | Construction in progress and machinery in transit | Total | |||||||||||||||||||
US$ (Note 4) | US$ (Note 4) | US$ (Note 4) | US$ (Note 4) | US$ (Note 4) | US$ (Note 4) | |||||||||||||||||||
Cost | ||||||||||||||||||||||||
Balance at January 1,2016 | $ | 108,132 | $ | 3,020,401 | $ | 7,780,096 | $ | 246,959 | $ | 204,597 | $ | 11,360,185 | ||||||||||||
Additions | – | (634 | ) | 3,210 | 2,435 | 675,667 | 680,678 | |||||||||||||||||
Disposals | – | (12,377 | ) | (256,912 | ) | (2,691 | ) | (6,900 | ) | (278,880 | ) | |||||||||||||
Reclassification | – | 106,052 | 460,140 | 19,015 | (585,212 | ) | (5 | ) | ||||||||||||||||
Acquisitions through business combinations | – | – | – | 37 | – | 37 | ||||||||||||||||||
Effect of foreign currency exchange differences | (1,327 | ) | (81,056 | ) | (152,306 | ) | (6,210 | ) | (1,361 | ) | (242,260 | ) | ||||||||||||
Balance at September 30,2016 | $ | 106,805 | $ | 3,032,386 | $ | 7,834,228 | $ | 259,545 | $ | 286,791 | $ | 11,519,755 | ||||||||||||
Accumulated depreciation and impairment | ||||||||||||||||||||||||
Balance at January 1,2016 | $ | – | $ | 1,107,991 | $ | 5,262,817 | $ | 188,916 | $ | 3,625 | $ | 6,563,349 | ||||||||||||
Depreciation expense | – | 122,965 | 551,222 | 19,602 | – | 693,789 | ||||||||||||||||||
Impairment losses recognized | – | 20 | 28,019 | 178 | 144 | 28,361 | ||||||||||||||||||
Disposals | – | (10,633 | ) | (249,151 | ) | (2,449 | ) | (3,200 | ) | (265,433 | ) | |||||||||||||
Reclassification | – | (166 | ) | 95 | 71 | – | – | |||||||||||||||||
Acquisitions through business combinations | – | – | – | 26 | – | 26 | ||||||||||||||||||
Effect of foreign currency exchange differences | – | (32,245 | ) | (106,054 | ) | (5,687 | ) | (62 | ) | (144,048 | ) | |||||||||||||
Balance at September 30,2016 | $ | – | $ | 1,187,932 | $ | 5,486,948 | $ | 200,657 | $ | 507 | $ | 6,876,044 |
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Due to the Group’s future operation plans and capacity evaluation or production demands in segment of packaging and testing, the Group believed that a portion of property, plant and equipment was not used and recognized an impairment loss of NT$151,091 thousand and NT$886,846 thousand (US$28,361 thousand) under the line item of other operating income and expenses in the consolidated statements of comprehensive income for the nine months ended September 30, 2015 and 2016, respectively. The recoverable amount of a portion of the impaired property, plant and equipment is determined by its fair value less costs of disposal, of which the fair value is based on the quoted prices of assets with similar obsolescence provided by the vendors in market. The recent quoted prices of assets are a Level 3 input in terms of IFRS 13 because the market is not very active. The recoverable amount of the other portion of the impaired property, plant and equipment is determined on the basis of its value in use. The Group expects to derive zero future cash flows from these assets.
Each class of property, plant and equipment was depreciated on a straight-line basis over the following useful lives:
Buildings and improvements | ||
Main plant buildings | 10-40 years | |
Cleanrooms | 10-20 years | |
Others | 3-20 years | |
Machinery and equipment | 2-10 years | |
Other equipment | 2-20 years |
The capitalized borrowing costs for the nine months ended September 30, 2015 and 2016 ,respectively, are disclosed in Note 23.
15. | GOODWILL |
Cost | Accumulated impairment | Carrying amount | ||||||||||
NT$ | NT$ | NT$ | ||||||||||
Balance at January 1, 2015 | $ | 12,434,411 | $ | 1,988,996 | $ | 10,445,415 | ||||||
Effect of foreign currency exchange differences | 63,855 | – | 63,855 | |||||||||
Balance at September 30, 2015 | $ | 12,498,266 | $ | 1,988,996 | $ | 10,509,270 | ||||||
Balance at January 1, 2016 | $ | 12,495,515 | $ | 1,988,996 | $ | 10,506,519 | ||||||
Acquisitions through business combinations | 83,892 | – | 83,892 | |||||||||
Effect of foreign currency exchange differences | (77,963 | ) | – | (77,963 | ) | |||||||
Balance at September 30, 2016 | $ | 12,501,444 | $ | 1,988,996 | $ | 10,512,448 |
Cost | Accumulated impairment | Carrying amount | ||||||||||
US$ (Note 4) | US$ (Note 4) | US$ (Note 4) | ||||||||||
Balance at January 1, 2016 | $ | 399,601 | $ | 63,607 | $ | 335,994 | ||||||
Acquisitions through business combinations | 2,683 | – | 2,683 | |||||||||
Effect of foreign currency exchange differences | (2,494 | ) | – | (2,494 | ) | |||||||
Balance at September 30, 2016 | $ | 399,790 | $ | 63,607 | $ | 336,183 |
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16. | OTHER INTANGIBLE ASSETS |
The carrying amounts of each class of other intangible assets were as follows:
December 31, 2015 | September 30, 2016 | |||||||||||
NT$ | NT$ | US$ (Note 4) | ||||||||||
Customer relationships | $ | 274,402 | $ | 214,167 | $ | 6,849 | ||||||
Computer software | 953,322 | 954,310 | 30,518 | |||||||||
Patents and acquired specific technology | 15,696 | 411,530 | 13,161 | |||||||||
Others | 138,673 | 124,662 | 3,987 | |||||||||