9th Jun 2008 07:00
HON HAI PRECISION INDUSTRY CO., LTD.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT ACCOUNTANTS
DECEMBER 31, 2006 AND 2007
-------------------------------------------------------------------------------------------------------------------------------
For the convenience of readers and for information purpose only, the auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail. The English translation does not include additional disclosures that are required for Chinese-language reports under Guidelines for Securities Issuers' Financial Reporting promulgated by the Securities and Futures Commission of the Republic of China.
REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE
To the Board of Directors and Stockholders:
Hon Hai Precision Industry Co., Ltd.
We have audited the accompanying consolidated balance sheets of Hon Hai Precision Industry Co., Ltd. and its subsidiaries as of December 31, 2006 and 2007, and the related consolidated statements of income, of changes in stockholders' equity and of cash flows for the years then ended, expressed in thousands of New Taiwan dollars. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain consolidated subsidiaries which statements reflect total assets of $146,778,501,000 and $213,993,033,000 (US$6,598,613,414), constituting 23.42% and 24.67% of the consolidated total assets as of December 31, 2006 and 2007, respectively, and total revenues of $337,701,607,000 and $350,446,998,000 (US$10,806,259,574), constituting 25.58% and 20.58% of the consolidated total operating revenues for the years then ended, respectively. Those statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for these subsidiaries, is based solely on the reports of the other auditors.
We conducted our audits in accordance with the "Rules Governing the Examination of Financial Statements by Certified Public Accountants" and generally accepted auditing standards in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.
In our opinion, except for the omission of certain additional disclosures relating to the investee companies, as required by Article 13-1 of the Rules Governing the Preparation of Financial Statements by Securities Issuers, based on our audits and the reports of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hon Hai Precision Industry Co., Ltd. and its subsidiaries as of December 31, 2006 and 2007, and the results of their operations and their cash flows for the years then ended in conformity with the "Rules Governing the Preparation of Financial Statements by Securities Issuers", "Business Entity Accounting Law", "Regulation on Business Entity Accounting Handling" and generally accepted accounting principles in the Republic of China.
As explained in Note 3(1) to the consolidated financial statements, the Company adopted the R.O.C. Statements of Financial Accounting Standards Nos. 34 and 36 on Accounting for Financial Instruments effective January 1, 2006. As a result of these changes, total assets and total stockholders' equity increased by $18,548,993,000 as of December 31, 2006. However, these changes had no significant impact on the consolidated net income and earnings per share for the year ended December 31, 2006.
The consolidated financial statements of Hon Hai Precision Industry Co., Ltd. and its subsidiaries as of and for the year ended December 31, 2007 expressed in US dollars are presented solely for the convenience of the readers and were translated from the New Taiwan dollar financial statements using the exchange rate prevailing at December 31, 2007 (US$1.00:NT$32.43). This basis for translation is not in accordance with generally accepted accounting principles in the Republic of China.
PricewaterhouseCoopers, Taiwan
April 14, 2008
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
HON HAI PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
(EXPRESSED IN THOUSANDS OF DOLLARS)
2006 |
2007 |
2007 |
|||||
New Taiwan Dollars |
US Dollars |
||||||
ASSETS |
(Unaudited) (Note 2) |
||||||
Current Assets |
|||||||
Cash and cash equivalents (Note 4 (1)) |
$ 86,170,078 |
$ 144,376,145 |
$ 4,451,932 |
||||
Financial assets at fair value through profit or loss - |
|||||||
current (Note 4 (2)) |
3,139,571 |
128,166 |
3,952 |
||||
Available-for-sale financial assets - current (Note 4 (3)) |
933,754 |
1,272,051 |
39,225 |
||||
Accounts receivable, net (Note 4 (4)) |
207,695,256 |
248,171,426 |
7,652,526 |
||||
Accounts receivable, net - related parties (Note 5) |
12,364,644 |
9,142,462 |
281,914 |
||||
Other receivables (Note 5) |
3,795,265 |
11,066,924 |
341,256 |
||||
Inventories, net (Note 4 (5)) |
126,334,573 |
158,403,052 |
4,884,460 |
||||
Prepayments |
3,281,546 |
5,048,090 |
155,661 |
||||
Deferred income tax assets - current (Note 4 (12)) |
1,354,456 |
2,282,215 |
70,373 |
||||
445,069,143 |
579,890,531 |
17,881,299 |
|||||
Funds and Investments |
|||||||
Available-for-sale financial assets - non-current |
|||||||
(Note 4 (3)) |
18,709,717 |
31,934,387 |
984,717 |
||||
Financial assets carried at cost - non-current (Note 4 (6)) |
2,094,176 |
1,680,237 |
51,811 |
||||
Long-term equity investments accounted for under the |
|||||||
equity method (Note 4 (7)) |
15,179,332 |
29,644,052 |
914,094 |
||||
Prepaid long-term investment (Note 4 (7)) |
87,219 |
670,390 |
20,672 |
||||
36,070,444 |
63,929,066 |
1,971,294 |
|||||
Other Financial Assets - Non-Current (Note 6) |
492,201 |
604,845 |
18,651 |
||||
Property, Plant and Equipment (Notes 4 (8), 5 and 6) |
|||||||
Cost |
|||||||
Land |
3,939,374 |
3,979,132 |
122,699 |
||||
Buildings and improvements |
38,208,563 |
60,682,270 |
1,871,177 |
||||
Machinery |
90,797,486 |
127,149,595 |
3,920,740 |
||||
Molding equipment |
3,256,427 |
3,271,673 |
100,884 |
||||
Testing equipment |
9,228,432 |
15,208,950 |
468,978 |
||||
Office equipment |
7,627,006 |
10,181,629 |
313,957 |
||||
Tooling equipment |
1,715,190 |
2,544,575 |
78,464 |
||||
Other equipment |
11,913,844 |
18,918,158 |
583,353 |
||||
Total cost |
166,686,322 |
241,935,982 |
7,460,252 |
||||
Less: Accumulated depreciation |
( 48,769,788) |
(68,437,728) |
(2,110,321) |
||||
Accumulated impairment |
( 527,802) |
(579,995) |
(17,885) |
||||
Construction in progress and prepayments for equipment |
15,146,432 |
29,650,257 |
914,285 |
||||
132,535,164 |
202,568,516 |
6,246,331 |
|||||
Intangible Asset |
|||||||
Goodwill (Note 4 (9)) |
2,265,910 |
2,268,102 |
69,938 |
||||
Other Assets |
|||||||
Deferred charges |
3,386,654 |
3,115,140 |
96,058 |
||||
Other assets - other (Notes 4 (10) and 6) |
6,782,633 |
14,920,855 |
460,094 |
||||
10,169,287 |
18,035,995 |
556,152 |
|||||
TOTAL ASSETS |
$626,602,149 |
$ 867,297,055 |
$ 26,743,665 |
(continued)
HON HAI PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
DECEMBER 31,
(EXPRESSED IN THOUSANDS OF DOLLARS)
2006 |
2007 |
2007 |
||
New Taiwan Dollars |
US Dollars |
|||
(Unaudited) (Note 2) |
||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||
Current Liabilities |
||||
Short-term loans (Note 4 (11)) |
$ 40,793,836 |
$104,644,796 |
$ 3,226,790 |
|
Financial liabilities at fair value through profit or loss - |
||||
current (Note 4 (2)) |
22,114 |
3,213 |
99 |
|
Accounts payable |
196,859,941 |
256,389,454 |
7,905,935 |
|
Accounts payable - related parties (Note 5) |
11,526,678 |
17,600,942 |
542,736 |
|
Income tax payable (Note 4 (12)) |
8,002,041 |
12,843,279 |
396,031 |
|
Accrued expenses |
29,985,865 |
31,889,312 |
983,328 |
|
Other payables (Note 5) |
8,069,982 |
12,733,874 |
392,657 |
|
Receipts in advance |
2,630,194 |
2,087,306 |
64,363 |
|
Other current liabilities |
6,026,451 |
5,713,942 |
176,193 |
|
303,917,102 |
443,906,118 |
13,688,132 |
||
Long-term Liabilities |
||||
Bonds payable (Note 4 (13)) |
28,361,558 |
28,759,958 |
886,832 |
|
Long-term loans |
99,127 |
32,404 |
999 |
|
28,460,685 |
28,792,362 |
887,831 |
||
Other Liabilities |
||||
Reserve for retirement plan (Note 4 (14)) |
892,728 |
995,896 |
30,709 |
|
Deferred income tax liabilities - non-current (Note 4 (12)) |
6,981,270 |
7,634,869 |
235,426 |
|
Other liabilities - other |
933,990 |
2,463,118 |
75,952 |
|
8,807,988 |
11,093,883 |
342,087 |
||
Total liabilities |
341,185,775 |
483,792,363 |
14,918,050 |
|
Stockholders' Equity |
||||
Stockholders' Equity of Parent Company |
||||
Capital stock (Note 4 (15)) |
||||
Common stock |
51,681,388 |
62,907,666 |
1,939,799 |
|
Capital Reserve (Notes 4 (16) and 10) |
||||
Paid-in capital in excess of par value of common stock |
20,221,815 |
20,221,815 |
623,553 |
|
Capital reserve from conversion of convertible bonds |
18,482,483 |
18,482,483 |
569,919 |
|
Capital reserve from long-term investments |
11,191,456 |
13,071,911 |
403,081 |
|
Capital reserve from stock warrants (Note 4 (13)) |
1,195,200 |
1,195,200 |
36,855 |
|
Retained earnings (Note 4 (17)) |
||||
Legal reserve |
17,273,084 |
23,255,167 |
717,088 |
|
Undistributed earnings |
120,838,282 |
164,458,000 |
5,071,169 |
|
Other adjustments of stockholders' equity |
||||
Unrealized gain or loss on financial instruments (Note 4 (3)) |
18,463,531 |
35,906,996 |
1,107,215 |
|
Cumulative translation adjustments |
3,831,336 |
11,210,314 |
345,677 |
|
Treasury stock |
(18,901) |
(18,901) |
(583) |
|
Stockholder's equity of parent company |
263,159,674 |
350,690,651 |
10,813,773 |
|
Minority interest |
22,256,700 |
32,814,041 |
1,011,842 |
|
Total stockholders' equity |
285,416,374 |
383,504,692 |
11,825,615 |
|
Commitments and Contingent Liabilities (Note 7) |
||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$626,602,149 |
$867,297,055 |
$ 26,743,665 |
The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated April 14, 2008.
HON HAI PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31,
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE DATA)
2006 |
2007 |
2007 |
|||||
New Taiwan Dollars |
US Dollars |
||||||
(Unaudited) (Note 2) |
|||||||
Operating revenues |
|||||||
Sales (Note 5) |
$ 1,321,886,572 |
$ 1,703,945,741 |
$52,542,268 |
||||
Sales returns |
( 552,009) |
( 797,568) |
( 24,594) |
||||
Sales discounts |
( 959,137) |
( 484,748) |
( 14,947) |
||||
Net operating revenues |
1,320,375,426 |
1,702,663,425 |
52,502,727 |
||||
Operating costs |
|||||||
Cost of goods sold (Notes 4 (19) and 5) |
( 1,189,804,126) |
( 1,535,140,419) |
( 47,337,047) |
||||
Gross profit |
130,571,300 |
167,523,006 |
5,165,680 |
||||
Operating expenses (Note 4 (19)) |
|||||||
Sales and marketing expenses |
( 20,862,108) |
( 25,173,928) |
( 776,254) |
||||
General and administrative expenses |
( 22,062,419) |
( 33,544,379) |
( 1,034,363) |
||||
Research and development expenses |
( 10,656,036) |
( 15,340,716) |
( 473,041) |
||||
Total operating expenses |
( 53,580,563) |
( 74,059,023) |
( 2,283,658) |
||||
Operating income |
76,990,737 |
93,463,983 |
2,882,022 |
||||
Non-operating income and gains |
|||||||
Interest income |
1,261,013 |
2,659,650 |
82,012 |
||||
Gain on valuation of financial assets (Note 4 (2)) |
21,372 |
4,068 |
125 |
||||
Gain on valuation of financial liabilities (Note 4 (2)) |
371,282 |
141,576 |
4,366 |
||||
Investment income accounted for under the equity method (Note 4 (7)) |
3,392,195 |
3,644,203 |
112,371 |
||||
Dividend income |
228,692 |
211,855 |
6,533 |
||||
Gain on disposal of investments (Note 4 (6)) |
412,242 |
597,324 |
18,419 |
||||
Foreign exchange gain - net |
398,971 |
6,520,235 |
201,056 |
||||
Other non-operating income (Note 4 (8)) |
2,985,493 |
3,188,762 |
98,327 |
||||
Total non-operating income |
9,071,260 |
16,967,673 |
523,209 |
||||
Non-operating expenses and losses |
|||||||
Interest expense |
(2,595,197) |
(5,413,272) |
( 166,922) |
||||
Other investment loss (Note 4 (6)) |
(13,189) |
- |
- |
||||
Loss on disposal of property, plant and equipment |
( 277,628) |
(30,659) |
( 945) |
||||
Provision for inventory obsolescence and market price decline |
(1,276,246) |
(2,212,888) |
( 68,236) |
||||
Other non-operating losses (Notes 4 (4)(8)) |
( 738,946) |
(1,637,421) |
( 50,491) |
||||
Total non-operating losses |
(4,901,206) |
(9,294,240) |
( 286,594) |
||||
Income before income tax |
81,160,791 |
101,137,416 |
3,118,637 |
||||
Income tax expense (Note 4 (12)) |
( 14,884,437) |
( 16,449,056) |
( 507,217) |
||||
Consolidated net income |
$ 66,276,354 |
$ 84,688,360 |
$ 2,611,420 |
||||
Attributable to: |
|||||||
Equity holders of the Company |
$ 59,862,728 |
$ 77,689,512 |
$ 2,395,606 |
||||
Minority interest |
6,413,626 |
6,998,848 |
215,814 |
||||
$ 66,276,354 |
$ 84,688,360 |
$ 2,611,420 |
|||||
Before income tax |
After income tax |
Before income tax |
After income tax |
Before income tax |
After income tax |
||
Earnings per common share (Note 4 (18)) |
|||||||
Basic earnings per common share |
|||||||
Consolidated net income |
$12.90 |
$10.54 |
$16.08 |
$ 13.46 |
$ 0.50 |
$ 0.41 |
|
Minority interest income |
( 1.11) |
( 1.02) |
( 1.14) |
(1.11) |
( 0.04) |
( 0.03) |
|
Net income attributable to equity holders of the Company |
$11.79 |
$ 9.52 |
$14.94 |
$ 12.35 |
$ 0.46 |
$ 0.38 |
|
Diluted earnings per common share |
|||||||
Consolidated net income |
$12.77 |
$10.43 |
$15.96 |
$ 13.36 |
$ 0.49 |
$ 0.41 |
|
Minority interest income |
( 1.10) |
( 1.01) |
( 1.12) |
(1.10) |
( 0.03) |
( 0.03) |
|
Net income attributable to equity holders of the Company |
$11.67 |
$ 9.42 |
$14.84 |
$ 12.26 |
$ 0.46 |
$ 0.38 |
The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated April 14, 2008.
HON HAI PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(EXPRESSED IN THOUSANDS OF DOLLARS)
Capital Stock |
Retained Earnings |
Unrealized gain or loss on financial instruments |
Cumulative translation adjustments |
Treasury stock |
Minority interest |
Total |
|||||
Common stock |
New shareentitlement certificates |
Capital Reserves |
Legal reserve |
Special reserve |
Undistributed earnings |
||||||
2006 - New Taiwan Dollars |
|||||||||||
Balance at January 1, 2006 |
$ 42,082,796 |
$558,980 |
$47,850,307 |
$ 13,056,938 |
$ 1,325,658 |
$ 87,231,120 |
($ 85,462) |
$ 1,143,906 |
($ 18,901) |
$14,159,286 |
$207,304,628 |
Appropriation of 2005 earnings |
|||||||||||
Legal reserve |
- |
- |
- |
4,216,146 |
- |
(4,216,146) |
- |
- |
- |
- |
- |
Reversal of special reserve |
- |
- |
- |
- |
( 1,325,658) |
1,325,658 |
- |
- |
- |
- |
- |
Cash dividends |
- |
- |
- |
- |
- |
( 13,168,761) |
- |
- |
- |
- |
( 13,168,761) |
Stock dividends |
8,216,903 |
- |
40,931 |
- |
- |
(8,257,834) |
- |
- |
- |
- |
- |
Employees' stock bonus |
731,394 |
- |
75,606 |
- |
- |
( 807,000) |
- |
- |
- |
- |
- |
Employees' bonus and directors' and supervisors' remuneration |
- |
- |
- |
- |
- |
(1,089,588) |
- |
- |
- |
- |
(1,089,588) |
Capital surplus transferred to common stock |
33,992 |
- |
( 33,992) |
- |
- |
- |
- |
- |
- |
- |
- |
Shares issued for convertible bonds |
616,303 |
( 558,980) |
576,861 |
- |
- |
- |
- |
- |
- |
- |
634,184 |
Stock warrants for domestic convertible bonds issue |
- |
- |
1,195,200 |
- |
- |
- |
- |
- |
- |
- |
1,195,200 |
Adjustments due to changes in equities of long-term investments |
- |
- |
1,386,041 |
- |
- |
(41,895) |
3,705,060 |
- |
- |
- |
5,049,206 |
Consolidated net income for 2006 |
- |
- |
- |
- |
- |
59,862,728 |
- |
- |
- |
6,413,626 |
66,276,354 |
Unrealized gain on financial assets |
- |
- |
- |
- |
- |
- |
14,843,933 |
- |
- |
- |
14,843,933 |
Cumulative translation adjustment |
- |
- |
- |
- |
- |
- |
- |
2,687,430 |
- |
- |
2,687,430 |
Minority interest |
- |
- |
- |
- |
- |
- |
- |
- |
- |
1,683,788 |
1,683,788 |
Balance at December 31, 2006 |
$ 51,681,388 |
$- |
$51,090,954 |
$ 17,273,084 |
$- |
$120,838,282 |
$18,463,531 |
$ 3,831,336 |
($ 18,901) |
$22,256,700 |
$285,416,374 |
2007 - New Taiwan Dollars |
|||||||||||
Balance at January 1, 2007 |
$ 51,681,388 |
$- |
$51,090,954 |
$ 17,273,084 |
$- |
$120,838,282 |
$18,463,531 |
$ 3,831,336 |
($ 18,901) |
$22,256,700 |
$285,416,374 |
Appropriation of 2006 earnings |
|||||||||||
Legal reserve |
- |
- |
- |
5,982,083 |
- |
(5,982,083) |
- |
- |
- |
- |
- |
Cash dividends |
- |
- |
- |
- |
- |
( 15,504,416) |
- |
- |
- |
- |
( 15,504,416) |
Stock dividends |
10,336,278 |
- |
- |
- |
- |
( 10,336,278) |
- |
- |
- |
- |
- |
Employees' stock bonus |
890,000 |
- |
- |
- |
- |
( 890,000) |
- |
- |
- |
- |
- |
Employees' bonus |
- |
- |
- |
- |
- |
(1,357,017) |
- |
- |
- |
- |
(1,357,017) |
Adjustments due to changes in equities of long-term investments |
- |
- |
1,880,455 |
- |
- |
- |
4,558,117 |
- |
- |
- |
6,438,572 |
Consolidated net income for 2007 |
- |
- |
- |
- |
- |
77,689,512 |
- |
- |
- |
6,998,848 |
84,688,360 |
Unrealized gain on financial assets |
- |
- |
- |
- |
- |
- |
12,885,348 |
- |
- |
- |
12,885,348 |
Cumulative translation adjustment |
- |
- |
- |
- |
- |
- |
- |
7,378,978 |
- |
- |
7,378,978 |
Minority interest |
- |
- |
- |
- |
- |
- |
- |
- |
- |
3,558,493 |
3,558,493 |
Balance at December 31, 2007 |
$ 62,907,666 |
$- |
$52,971,409 |
$ 23,255,167 |
$- |
$164,458,000 |
$35,906,996 |
$11,210,314 |
($ 18,901) |
$32,814,041 |
$383,504,692 |
(Continued) HON HAI PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
(EXPRESSED IN THOUSANDS OF DOLLARS)
Capital Stock |
Retained Earnings |
Unrealized gain or loss on financial instruments |
Cumulative translation adjustments |
Treasury stock |
Minority interest |
Total |
|||||
Common stock |
New shareentitlement certificates |
Capital Reserves |
Legal reserve |
Special reserve |
Undistributed earnings |
||||||
2007 - US Dollars (Unaudited-Note 2) |
|||||||||||
Balance at January 1, 2007 |
$ 1,593,629 |
$ - |
$ 1,575,423 |
$532,627 |
$ - |
$3,726,127 |
$569,335 |
$118,141 |
($ 583) |
$686,300 |
$ 8,800,999 |
Appropriations of 2006 earnings |
|||||||||||
Legal reserve |
- |
- |
- |
184,461 |
- |
(184,461) |
- |
- |
- |
- |
- |
Cash dividends |
- |
- |
- |
- |
- |
(478,089) |
- |
- |
- |
- |
( 478,089) |
Stock dividends |
318,726 |
- |
- |
- |
- |
(318,726) |
- |
- |
- |
- |
- |
Employees' stock bonus |
27,444 |
- |
- |
- |
- |
( 27,444) |
- |
- |
- |
- |
- |
Employees' bonus |
- |
- |
- |
- |
- |
( 41,844) |
- |
- |
- |
- |
(41,844) |
Adjustments due to changes in equities of long-term investments |
- |
- |
57,985 |
- |
- |
- |
140,552 |
- |
- |
- |
198,537 |
Consolidated net income for 2007 |
- |
- |
- |
- |
- |
2,395,606 |
- |
- |
- |
215,814 |
2,611,420 |
Unrealized gain on financial assets |
- |
- |
- |
- |
- |
- |
397,328 |
- |
- |
- |
397,328 |
Cumulative translation adjustment |
- |
- |
- |
- |
- |
- |
- |
227,536 |
- |
- |
227,536 |
Minority interest |
- |
- |
- |
- |
- |
- |
- |
- |
- |
109,728 |
109,728 |
Balance at December 31, 2007 |
$ 1,939,799 |
$ - |
$ 1,633,408 |
$717,088 |
$ - |
$5,071,169 |
$ 1,107,215 |
$345,677 |
($ 583) |
$ 1,011,842 |
$ 11,825,615 |
The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated April 14, 2008.
HON HAI PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
(EXPRESSED IN THOUSANDS OF DOLLARS)
2006 |
2007 |
2007 |
|
New Taiwan Dollars |
US Dollars |
||
CASH FLOWS FROM OPERATING ACTIVITIES |
(Unaudited) (Note 2) |
||
Consolidated net income |
$ 66,276,354 |
$ 84,688,360 |
$ 2,611,420 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: |
|||
Provision for doubtful accounts |
640,452 |
1,755,240 |
54,124 |
Depreciation |
15,026,807 |
21,995,690 |
678,251 |
Amortization of intangible and other assets |
2,597,463 |
4,172,319 |
128,656 |
Loss on disposal of property, plant and equipment, net |
277,628 |
30,659 |
945 |
(Reversal of) loss on impairment of property, plant and equipment |
(72,705) |
52,193 |
1,610 |
Loss on valuation of financial assets and liabilities, net |
- |
3,026 |
93 |
Provision for inventory obsolescence and market price decline |
1,276,246 |
2,212,888 |
68,236 |
Investment income accounted for under the equity method |
(3,392,195) |
(3,644,203) |
( 112,371) |
Cash dividends from long-term investments accounted for under the equity method |
1,519,733 |
1,211,788 |
37,366 |
Gain on disposal of investments |
( 412,242) |
( 597,324) |
(18,419) |
Loss on other investment |
13,189 |
- |
- |
Effect of exchange rate change in revaluation of convertible bonds payable and accrued premiums |
5,435 |
- |
- |
Amortization of discount of convertible bonds payable |
56,758 |
398,400 |
12,285 |
Changes in assets and liabilities: |
|||
Notes receivable |
3,228,320 |
24,870 |
767 |
Accounts receivable |
( 13,719,189) |
( 42,206,662) |
(1,301,470) |
Accounts receivable - related parties |
(4,789,403) |
3,172,564 |
97,828 |
Inventories |
( 39,147,019) |
( 34,281,367) |
(1,057,088) |
Other receivables |
861,138 |
(9,029,919) |
( 278,443) |
Prepayments |
(1,422,689) |
( 389,472) |
(12,010) |
Accounts payable |
26,610,582 |
59,529,513 |
1,835,631 |
Accounts payable - related parties |
( 410,801) |
6,074,264 |
187,304 |
Accrued expenses |
6,077,352 |
1,903,447 |
58,694 |
Other payables and other current liabilities |
3,910,824 |
719,708 |
22,193 |
Income tax payable |
3,056,192 |
4,841,238 |
149,283 |
Accrued pension liabilities |
(11,340) |
103,168 |
3,181 |
Deferred income tax liabilities |
2,465,509 |
( 274,160) |
( 8,454) |
Net cash provided by operating activities |
70,522,399 |
102,466,228 |
3,159,612 |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
||
Financial assets/liabilies at fair value through profit or loss |
(2,482,037) |
(58,295) |
( 1,798) |
Acquisition of financial assets carried at cost |
( 398,779) |
- |
- |
Acquisition of available-for-sale financial assets |
( 593,615) |
(1,008,063) |
(31,084) |
Increase in long-term equity investments |
(2,265,265) |
(7,070,412) |
( 218,021) |
Return of capital from capital reduction of long-term investments |
- |
164,819 |
5,082 |
Acquisition of property, plant and equipment |
( 53,133,952) |
( 87,634,306) |
(2,702,260) |
Acquisition of land use right |
(3,621,900) |
(7,649,514) |
( 235,878) |
Increase in intangible assets and other assets - other |
(3,785,232) |
(3,949,851) |
( 121,796) |
Proceeds from disposal of funds and investments |
3,491,687 |
4,209,363 |
129,798 |
Increase in other financial assets - non-current |
(57,106) |
( 112,644) |
( 3,473) |
Proceeds from disposal of property, plant and equipment |
3,183,135 |
5,116,408 |
157,768 |
Net cash used in investing activities |
( 59,663,064) |
( 97,992,495) |
(3,021,662) |
(Continued)
HON HAI PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
(EXPRESSED IN THOUSANDS OF DOLLARS)
2006 |
2007 |
2007 |
|
New Taiwan Dollars |
US Dollars |
||
(Unaudited) (Note 2) |
|||
CASH FLOWS FROM FINANCING ACTIVITIES |
|||
Increase in short-term loans |
16,021,396 |
63,850,960 |
1,968,886 |
Payment of long-term loans |
(5,808,465) |
(66,723) |
( 2,057) |
Increase in other liabilities - other |
59,070 |
1,529,128 |
47,152 |
Increase in bonds payable |
18,000,000 |
- |
- |
Payment of bonds payable |
(5,000,000) |
- |
- |
Payment of cash dividends |
( 13,168,761) |
( 15,504,416) |
( 478,089) |
Payment of directors' and supervisors' remuneration |
( 7,000) |
- |
|
Payment of employees' bonus |
(1,082,588) |
(1,357,017) |
(41,844) |
Increase in minority interest |
1,683,788 |
3,558,493 |
109,728 |
Net cash provided by financing activities |
10,697,440 |
52,010,425 |
1,603,776 |
Net effect of changes in foreign currency exchange rates |
2,472,555 |
1,621,569 |
50,002 |
Changes in consolidated entities with no cash flow effect |
1,139,189 |
100,340 |
3,094 |
Net increase in cash and cash equivalents |
25,168,519 |
58,206,067 |
1,794,822 |
Cash and cash equivalents at beginning of year |
61,001,559 |
86,170,078 |
2,657,110 |
Cash and cash equivalents at end of year |
$ 86,170,078 |
$144,376,145 |
$ 4,451,932 |
Supplemental disclosures of cash flow information: |
|||
Cash paid during the year for interest |
$ 2,269,633 |
$ 4,838,830 |
$ 149,208 |
Cash paid during the year for income tax |
$ 9,245,272 |
$ 11,881,978 |
$ 366,388 |
Cash paid for the acquisition of property, plant and equipment |
|||
Increase in property, plant and equipment |
$ 54,762,051 |
$ 90,783,223 |
$ 2,799,359 |
Add: Payable - beginning |
2,226,848 |
3,851,062 |
118,750 |
Less: Payable - ending |
(3,851,062) |
(6,939,849) |
( 213,995) |
Effect of changes in foreign currency exchange rates |
( 3,885) |
(60,130) |
( 1,854) |
Cash paid |
$ 53,133,952 |
$ 87,634,306 |
$ 2,702,260 |
Investing activities with no cash flow effect: |
|||
Adjustment for change in value of available-for-sale financial assets |
|||
Unrealized gain on financial instruments |
$ 14,843,933 |
$ 12,885,348 |
$ 397,328 |
Evaluation of long-term investments accounted for under the equity method |
3,705,060 |
4,558,117 |
140,553 |
$ 18,548,993 |
$ 17,443,465 |
$ 537,881 |
|
Financing activities with no cash flow effect: |
|||
Bonds payable converted to capital and other paid-in capital |
|||
Bonds payable converted to capital |
$ 57,323 |
$ - |
$ - |
Bonds payable converted to other paid-in capital |
576,861 |
- |
- |
Total converted amount |
$ 634,184 |
$ - |
$ - |
Stock warrants issued for domestic convertible bonds |
$ 1,195,200 |
$ - |
$ - |
The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated April 14, 2008.
HON HAI PRECISION INDUSTRY CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2007
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)
1. HISTORY AND ORGANIZATION
1) Hon Hai Precision Industry Co., Ltd. (the Company) was established on February 20, 1974. The Company was listed on the Taiwan Stock Exchange in June 1991. The Company merged with Premier Image Technology Corporation (Premier Corp.) on December 1, 2006. The main activities of the Company are the manufacture, processing and sales of connectors, cable, enclosures, wired/wireless communication products, optics products, power supply modules, and assemblies for use in the IT, communications, automotive equipment, precision molding, automobile, and consumer electronics industries. As of December 31, 2007, the Company and its subsidiaries had approximately 550,000 employees.
2) |
Consolidated subsidiaries |
||||||
A. Main activities of the subsidiaries and ownership of the Company: |
|||||||
Relationship |
Ownership |
||||||
Names of |
with the |
Percentage (%) |
|||||
subsidiaries |
Company |
Main operating activities |
2006.12.31 |
2007.12.31 |
|||
Foxconn (Far |
Wholly-owned |
Investment holdings in Mainland China |
100% |
100% |
|||
East) Ltd. and |
subsidiary |
and Hong Kong electronics |
|||||
subsidiaries |
manufacturers |
||||||
Foxconn Holding |
Wholly-owned |
Investment holdings in Asia Pacific and |
100% |
100% |
|||
Ltd. and |
subsidiary |
North America hi-tech companies |
|||||
subsidiaries |
|
||||||
Hyield Venture |
Majority-owned |
Venture capital investment holdings |
98% |
98% |
|||
Capital Co., Ltd. |
subsidiary |
|
|||||
and subsidiaries |
|
||||||
Bao Shin |
Wholly-owned |
Investment holdings in R.O.C. |
100% |
100% |
|||
International |
subsidiary |
companies |
|||||
Investment |
|||||||
Co., Ltd. |
|||||||
Hon Yuan |
Wholly-owned |
Investment holdings in R.O.C. |
100% |
100% |
|||
International |
subsidiary |
companies |
|||||
Investment |
|||||||
Co., Ltd. |
|||||||
|
Relationship |
Ownership |
||||
Names of |
with the |
Percentage (%) |
|||
subsidiaries |
Company |
Main operating activities |
2006.12.31 |
2007.12.31 |
|
Hon Chi |
Wholly-owned |
Investment holdings in R.O.C. |
100% |
100% |
|
International |
subsidiary |
companies |
|||
Investment |
|||||
Co., Ltd. |
|||||
Lin Yih |
Wholly-owned |
Investment holdings in R.O.C. company |
100% |
100% |
|
International |
subsidiary |
||||
Investment |
|||||
Co., Ltd. |
|||||
Hon Hai/ |
Wholly-owned |
Logistics services |
100% |
100% |
|
Foxconn |
subsidiary |
||||
Logistics |
|||||
California |
|||||
LLC. |
|||||
Hon Hai/ |
Wholly-owned |
Logistics services |
100% |
100% |
|
Foxconn |
subsidiary |
||||
Logistics |
|||||
Texas LLC. |
|||||
Ambit |
Wholly-owned |
Investment holdings in Mainland China |
100% |
100% |
|
Microsystems |
subsidiary |
companies |
|||
Holding Corp. |
|||||
and subsidiaries |
|||||
Ambit |
Wholly-owned |
Investment holdings in Mainland China |
100% |
100% |
|
International |
subsidiary |
companies |
|||
Ltd. and |
|||||
subsidiaries |
|||||
Unique |
Wholly-owned |
A Mainland China company engaged in |
100% |
100% |
|
Logistics |
subsidiary |
trading |
|||
Ltd. |
|||||
Foxconn |
Wholly-owned |
Marketing |
100% |
100% |
|
Singapore |
subsidiary |
||||
(Pte) Ltd. and |
|||||
subsidiaries |
|||||
Foxconn |
Wholly-owned |
Research and development |
100% |
100% |
|
International |
subsidiary |
||||
Inc. |
|||||
Relationship |
Ownership |
||||
Names of |
with the |
Percentage (%) |
|||
subsidiaries |
Company |
Main operating activities |
2006.12.31 |
2007.12.31 |
|
Altus Technology |
Wholly-owned |
Manufacture and design of cellular |
100% |
100% |
|
Inc. |
subsidiary |
phone and camera lens and marketing |
|||
of sensors |
|||||
Premier Image |
Majority- |
Manufacture and sales of camera |
98% |
98% |
|
Technology |
owned |
||||
-Hong Kong |
subsidiary |
||||
Limited and |
|||||
subsidiaries |
|||||
Premier Image |
Majority- |
Manufacture, design and sales |
88% |
88% |
|
Technology |
owned |
of images, optics products and camera |
|||
-Japan Limited |
subsidiary |
lens |
|||
Image & Vision |
Wholly-owned |
Investment holdings |
100% |
100% |
|
Investment |
subsidiary |
||||
Corporation |
|||||
Margini Holdings |
Wholly-owned |
Investment holdings |
- |
100% |
|
Limited |
subsidiary |
A. The financial statements of consolidated subsidiaries as of and for the year ended December 31, 2007 were audited by independent accountants.
B. For the relevant information on indirectly owned subsidiaries of the Company, please seeNote 11.
C. Changes in the consolidated subsidiaries
iPox Technology Co., Ltd. was acquired (53% ownership) by Bao Shin International Investment Co., Ltd., a subsidiary of the Company, in February 2007. iPox Technology Co., Ltd. was consolidated effective the acquisition date.
SetaBox Technology Corporation was acquired (100% ownership) by Bao Shin International Investment Co., Ltd., a subsidiary of the Company, in June 2007. SetaBox Technology Corporation was consolidated effective the acquisition date.
Margini Holdings Limited was established in the second quarter of 2007, and was accordingly included in the consolidated financial statements.
Altus Technology Inc. was an indirectly-owned subsidiary (35%). In December 2006, Hon Hai Precision Industry Co., Ltd. acquired the remaining 65% equity of Altus Technology Inc. and was subsequently consolidated effective the acquisition date.
The Company merged with Premier Image Technology Corporation (Premier) under the pooling of interests method on December 1, 2006. In accordance with R.O.C. GAAP, income of Premier before the merger date was included in the current income. Please see Note 10(5).
3) |
Majority-owned subsidiaries that were not included in the consolidated financial statements: |
None. |
|
4) |
Adjustments and disposition of the different accounting period adopted by the subsidiaries: |
None. |
|
5) |
Special operating risks on the foreign subsidiaries: No significant special operating risks |
that would affect the financial statements. |
|
6) |
Significant restriction on remittance of funds for the foreign subsidiaries' financial activities to |
the Company: None. |
|
7) |
The Company's common stock owned by its subsidiary: |
For the years ended December 31, 2006 and 2007, Hon Yiing International Investment Co., Ltd. |
|
owned the Company's common stock, at a cost of $18,901. |
|
8) |
Information on convertible bonds and new common stock issued by subsidiaries: None. |
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements of the Company and its subsidiaries (collectively referred herein as the Group) are prepared in accordance with the "Rules Governing the Preparation of Financial Statements by Securities Issuers", "Business Entity Accounting Law", "Regulation on Business Entity Accounting Handling" and accounting principles generally accepted in the Republic of China. The Group's significant accounting policies are summarized below:
1) Basis for preparation of consolidated financial statements
A. The Company has adopted the amended R.O.C. SFAS No. 7 "Consolidated Financial Statements". Accordingly, all majority-owned subsidiaries and controlled entities are consolidated.
B. For the subsidiaries owned (disposed) before the end of the accounting year, the income or loss of the controlled subsidiaries is included in (excluded from) the consolidated financial statements effective on the acquisition (disposal) date.
C. Significant intercompany transactions and assets and liabilities arising from intercompany transactions are eliminated.
2) Translation of financial statements of foreign subsidiaries into New Taiwan Dollars
Assets and liabilities of foreign subsidiaries are translated into New Taiwan dollars using the exchange rates at the balance sheet date. Equity accounts are translated at historical rates except for beginning retained earnings, which is carried forward from prior year's balance. Dividends are translated at the rates prevailing at the date of declaration. Profit and loss accounts are translated at weighted-average rates of the year. The resulting translation differences are included in "cumulative translation adjustments" under stockholders' equity.
3) Criteria for classifying assets and liabilities as current or non-current items
Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
1) Assets arising from operating activities that are expected to be realized or consumed, or are intended to be sold within the normal operating cycle;
2) Assets held mainly for trading purposes;
3) Assets that are expected to be realized within twelve months from the balance sheet date; and
4) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.
Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
1) Liabilities arising from operating activities that are expected to be paid off within the normal operating cycle;
2) Liabilities arising mainly from trading activities;
3) Liabilities that are to be paid off within twelve months from the balance sheet date; and
4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date.
4) Use of estimates
The preparation of financial statements in conformity with R.O.C. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses reported during the period. Actual results could differ from those assumptions and estimates.
5) Foreign currency transactions
A. The Group maintains its accounts in New Taiwan dollars. Transactions denominated in foreign currencies are translated into New Taiwan dollars at the spot exchange rates prevailing at the transaction dates.
B. Receivables, other monetary assets and liabilities denominated in foreign currencies are translated at the spot exchange rates prevailing at the balance sheet date. Exchange gains or losses are recognized in profit or loss.
C. When a gain or loss on a non-monetary item is recognized directly in equity, any exchange component of that gain or loss shall be recognized directly in equity. Conversely, when a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss shall be recognized in profit or loss. However, non-monetary items that are measured on a historical cost basis are translated using the exchange rate at the date of the transaction.
6) Cash equivalents
Cash equivalents represent short-term, highly liquid investments, which include short-term commercial papers and bonds purchased with a resale agreement with a maturity period of less than three months.
7) Financial assets and financial liabilities at fair value through profit or loss
A. Equity investments are recognized using trade date accounting. Debt instruments, beneficiary certificates and derivative financial instruments are recognized and derecognized using settlement date accounting. All are recognized initially at fair value.
B. These financial instruments are subsequently remeasured and stated at fair value, and the gain or loss is recognized in profit or loss. The fair value of listed stocks, OTC stocks and closed-end mutual funds is based on latest quoted fair prices of the accounting period. The fair value of open-end and balanced mutual funds is based on the net asset value at the balance sheet date.
C. Derivatives not qualified for hedge accounting but under the method of option transaction are recognized at fair value on the trade date; derivatives not under the method of option transaction are recognized at zero fair value on the trade date.
D. The derivative features (such as call options and put options) embedded in compound financial instruments are described in Note 2 (19).
8) Available-for-sale financial assets
A. Equity investments are recognized using trade date accounting. Bond investments are recognized and derecognized using settlement date accounting and are recognized initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.
B. Available-for-sale financial assets are remeasured and stated at fair value, and the gain or loss is recognized in equity. The fair value of listed stocks, OTC stocks and closed-end mutual funds is based on latest quoted fair prices of the accounting period. The fair value of open-end and balanced mutual funds is based on the net asset value at the balance sheet date.
C. If there is any objective evidence that the financial asset is impaired, the cumulative loss that had been recognized directly in equity shall be removed from equity and recognized in profit or loss. Impairment losses recognized previously in profit or loss for an investment in an equity instrument shall not be reversed through profit or loss, and if, subsequently, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss shall be reversed, with the amount of the reversal recognized in profit or loss.
9) Financial assets carried at cost
A. Investment in unquoted equity instruments is recognized using trade date accounting and is recognized initially at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.
B. If there is any objective evidence that the financial asset is impaired, the impairment loss is recognized in profit or loss. Such impairment loss cannot be reversed.
10) Settlement date accounting
If an entity recognizes financial assets using settlement date accounting, any change in the fair value of the asset to be received during the period between the trade date and the settlement date is not recognized for assets carried at cost or amortized cost. For financial asset or financial liability classified as at fair value through profit or loss, the change in fair value is recognized in profit or loss. For available-for-sale financial assets, the change in fair value is recognized directly in equity.
11) Allowance for doubtful accounts
Allowance for doubtful accounts is provided based on past experience and the evaluation of the collectibility of accounts, notes and other receivables taking into account the aging analysis of receivables.
12) Inventories
Inventories are stated at the lower of cost or market value. Inventory cost is determined using the weighted-average cost method. The aggregate value method is used to determine the lower of cost or market value. The market value for raw materials is determined based on current replacement cost while the market value for work in process and finished goods inventories is determined based on net realizable value. Provision for obsolescence is based on the specific identification method.
13) Long-term equity investments accounted for under equity method
A. Long-term equity investments in which the Group holds more than 20% of the investee company's voting shares or has the ability to exercise significant influence on the investee's operational decisions are accounted for under the equity method. The excess of the initial investment cost over the acquired net asset value of the investee attributable to goodwill is no longer amortized from 2006. Retrospective adjustment of the amount of goodwill amortized in previous years is not required. Goodwill is subject to tests of impairment on an annual basis. The excess of acquired net asset value of investee over the initial investment cost is allocated proportionately and applied as a reduction to the book values of identifiable non-current assets, and any remaining amount of such excess after this allocation is credited to extraordinary gains.
B. Long-term investment in which the Group holds more than 50% or has the ability to control the investee's operational decisions are accounted for under the equity method and included in the consolidated financial statements.
C. For foreign investments accounted for under the equity method, the Group's proportionate share of the investee company's cumulative translation adjustment, resulting from translating the foreign investee company's financial statements into New Taiwan Dollars, is recognized by the Group and included as "cumulative translation adjustments" under stockholders' equity.
14) Property, plant and equipment
A. Property, plant and equipment are stated at cost. Interest costs incurred on the loans used to bring the assets to the condition and location necessary for their intended uses are capitalized. Significant renewals or betterments are capitalized and depreciated accordingly. Maintenance and repairs are charged to expense as incurred.
B. Depreciation is provided on the straight-line method using the service life guidelines prescribed by the R.O.C. Government, which approximate the useful lives of the assets. Fully depreciated assets still in use are depreciated based on the residual values over the remaining useful lives. The useful lives of property, plant and equipment are 2 to 8 years, except for buildings which are 45 to 55 years.
15) Deferred charges and other assets
A. The costs of telephone network installation charges, computer software, molding and tools and equipment are recorded as deferred charges and amortized over their estimated economic lives on a straight-line basis.
B. Land use rights are stated at cost and amortized over the lease period using the straight-line method.
16) Impairment of non-financial assets
The Group recognizes impairment loss when there is indication that the recoverable amount of an asset is less than its carrying amount. The recoverable amount is the higher of the fair value less costs to sell and value in use. The fair value less costs to sell is the amount obtainable from the sale of the asset in an arm's length transaction after deducting any direct incremental disposal costs. The value in use is the present value of estimated future cash flows to be derived from continuing use of the asset and from its disposal at the end of its useful life. When the impairment no longer exists, the impairment loss recognized in prior years shall be recovered. However, impairment loss of goodwill is not recoverable.
17) Warranty obligation
Warranty obligation is recognized based on the estimated warranty cost per unit and the number of units sold during the period.
18) Pension plan
Under the defined benefit pension plan, net periodic pension costs are recognized in accordance with the actuarial calculations. Net periodic pension costs include service cost, interest cost, expected return on plan assets, and amortization of unrecognized net transition obligation and gains or losses on plan assets. Unrecognized net transition obligation is amortized on a straight-line basis over 15 years. Under the defined contribution pension plan, net periodic pension costs are recognized as incurred.
19) Bonds payable
A. For the bonds payable issued after January 1, 2006, the issuer of a financial instrument shall classify the instrument, or its component parts, on initial recognition as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument. These bonds are accounted for as follows:
(1) The fair value of the liability portion of a convertible bond is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortized cost basis until conversion period or the maturity of the bond.
(2) The value of any derivative features (such as a call option and put option) embedded in the compound financial instrument is recognized as "financial assets and financial liabilities at fair value through profit or loss". At the maturity of redemption period, if the fair value of common stock exceeds the redemption price, the fair value of the derivative is recognized as "paid-in capital"; however if the fair value of common stock is lower than the redemption price, the fair value of the derivative is recognized as "gain or loss".
(3) A conversion option embedded in the bonds issued by the Company, which is convertible to an equity instrument, is recognized and included in "capital reserve from stock warrants", net of income tax effects. When a bondholder exercises the conversion right, the liability component of the bonds (including corporate bonds and embedded derivatives) is revalued, and the resulting difference shall be recognized as "gain or loss" in the current period. The book value of the common stock issued due to the conversion shall be based on the adjusted book value of the abovementioned liability component plus the book value of the stock warrants.
(4) When the holders of bonds payable are allowed to exercise put option within a year, the bonds payable should be listed as current liabilities; at the end of the put option period, the non put option bonds payable should be listed as non-current liabilities.
B. Bonds payable issued before December 31, 2005 are accounted for as follows:
(1) The cost method is adopted when the investors exercise their conversion rights, i.e. the book value of the bonds is credited to common stock for the amount equal to the par value of the stock and to the capital reserve for the excess; no gain or loss is recognized on bond conversion.
(2) The related issuance costs for convertible bonds are recorded as deferred charges, and are amortized over the life of the bonds. The unamortized bond issuance costs relating to the bonds converted or redeemed before the maturity date are charged to expense upon conversion or redemption.
(3) For convertible bonds with redemption rights, the excess of stated redemption price over the par value are amortized over the redemption period using the effective interest method. When bonds are converted, the unamortized issuance costs, unpaid interest, and provision for early redemption, are charged to current operations. The excess of amounts over the par value of the stock is included in capital reserve and no gain or loss is recognized on bond conversion.
(4) The put and call options embedded in bonds payable issued before December 31, 2005 were not separated in accordance to EITF 95-078.
20) Income tax
A. Income tax expense is provided based on accounting income after adjusting for permanent differences. The provision for income tax includes deferred income tax for the expected future tax consequences of events that have been included in different periods for financial or tax reporting purposes. Deferred income tax assets and liabilities are determined using enacted tax rates in effect for the year(s) in which the differences are expected to reverse. Valuation allowance on deferred income tax assets is recognized to the extent that it is more likely than not that the income tax benefits will not be realized. Over or under provision of income tax from the previous years is recorded as adjustment to the current years' income tax expense. In accordance with the ROC Income Tax Law, the company's undistributed income is subject to an additional 10% corporate income tax. The tax is charged to income tax expense after the appropriation of earnings is approved by the stockholders in the following year.
B. Income tax credits are provided for in accordance with R.O.C. SFAS No. 12 "Accounting for Income Tax Credits". Income tax credits arising from acquisitions of equipment or technology, expenditures for research and development, training and development of employees and investments in qualified stocks are charged to deferred income tax assets and credited to income tax expense in the period the related expenditures are incurred.
C. Effective January 1, 2006, the Company adopted the Income Basic Tax Act (the "Act"). Under the Act, the income tax payable shall be the higher of the basic tax and the regular income tax in accordance with the Income Tax Law and other relevant laws.
21) Treasury stock
A. The Company adopted the R.O.C. SFAS No. 30 "Accounting for Treasury Stocks" to account for the treasury stock.
B. When the treasury shares are reissued, the treasury stock account is credited and the difference between the proceeds received and the cost is treated as an adjustment of stockholders' equity. Any excess of the proceeds over the cost of the treasury stock reissued is recognized as an increase in additional paid-in capital from the treasury stock transaction and if the proceeds are less than the cost, the deficit is charged to the additional paid-in capital account. Should the additional paid-in capital balance be insufficient to absorb the deficit, the balance is charged to retained earnings.
C. Treasury stock cost is determined using the weighted-average cost method.
D. The Company's common stock owned by its subsidiaries is treated as treasury stock.
22) Earnings per share
Basic earnings per share is calculated by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is calculated by taking into account the potentially dilutive securities which are assumed to have been converted to common stock at the beginning of the period.
23) Revenues and expenses
Revenues are recognized when the earning process is substantially completed and are realized or realizable. Expenses, including research and development costs, are recognized as incurred.
24) Business combination
The Company uses the pooling of interest method to account for the business combination with Premier Image Technology Corporation. The Company used the book value of net assets of the merged company to account for the business combination. In accordance with R.O.C. GAAP, income of the merged company before the combination date is included in the current income. When applying the pooling of interest method, the prior year's financial statements are restated retroactively to include the merged company.
25) Convenience translation into US dollars (Unaudited)
The Group maintains its accounting records and prepares its financial statements in New Taiwan dollars. The United States dollar amounts disclosed in the financial statements are presented solely for the convenience of the readers and were translated into US dollars using the exchange rate prevailing on December 31, 2007 of US$1:NT$32.43. Such translation amounts are not in accordance with the generally accepted accounting principles and should not be construed as representations that the New Taiwan dollar amounts represent, have been or could be converted into United States dollars at that or any other rate.
3. CHANGES IN ACCOUNTING PRINCIPLES
1) Financial instruments
A. Effective January 1, 2006, the Group adopted the R.O.C. SFAS No. 34, "Accounting for Financial Instruments" and No. 36, "Disclosure and Presentation of Financial Instruments".
B. As a result of the adoption of SFAS No. 34 and No. 36, total assets and total stockholders' equity increased by $18,548,993 as of December 31, 2006. However, these changes had no significant impact on the consolidated net income and earnings per share for the year ended December 31, 2006.
2) Goodwill
Effective January 1, 2006, the Group adopted the amended R.O.C. SFAS No. 1, No. 5, No. 7, No. 25 and No. 35 and accordingly has discontinued the amortization of goodwill. The adoption of these accounting principles had no significant impact on the consolidated financial statements as of and for the year ended December 31, 2006.
4. DETAILS OF SIGNIFICANT ACCOUNTS
(1)Cash and cash equivalents
December 31, |
||
2006 |
2007 |
|
Cash on hand |
$ 6,283,367 |
$ 11,740,345 |
Checking accounts |
3,564,566 |
3,835,968 |
Savings deposits |
13,109,495 |
23,814,927 |
Time deposits |
44,590,181 |
84,063,995 |
67,547,609 |
123,455,235 |
|
Cash equivalents |
18,622,469 |
20,920,910 |
$ 86,170,078 |
$144,376,145 |
(2)Financial assets and liabilities at fair value through profit or loss
December 31, |
||||
2006 |
2007 |
|||
Book value |
Contract amount |
Book value |
Contract amount |
|
Financial assets held for trading |
|
|||
December 31, |
||||
2006 |
2007 |
|||
Book value |
Contract amount |
Book value |
Contract amount |
|
Financial assets held for trading |
|
|||
Futures contracts |
$52,056 |
$ - |
$ 55,699 |
$ - |
Open-end funds |
3,087,515 |
- |
72,280 |
- |
Forward exchange contracts |
- |
- |
187 |
JPY(BUY) 1,877,498 USD(SELL)16,460 |
$3,139,571 |
$ 128,166 |
|||
Financial liabilities held for trading |
|
|||
Forward exchange contracts |
($21,876) |
USD(SELL) 47,142 EUR(BUY) 2,000 JPY(BUY)5,217,541 EUR 500,000 |
($3,213) |
USD(BUY) 30,000 TWD(SELL) 967,480 CZK(BUY)268,740 USD(SELL)15,000 |
SWAP |
( 238) |
- |
||
($22,114) |
($3,213) |
1) For the year ended December 31, 2007, the Group recognized a net gain of $43,913, including unrealized loss of $3,026.
2) For the year ended December 31, 2006, the Group recognized a net gain of $409,529, including unrealized loss of $22,114.
(3) Available-for-sale financial assets
December 31, |
||
2006 |
2007 |
|
Current items: |
||
Listed stocks |
$ 62,389 |
$ 61,275 |
Adjustment of available-for-sale financial assets |
871,365 |
1,210,776 |
$ 933,754 |
$ 1,272,051 |
|
Non-current items: |
||
Listed stocks |
$ 4,854,454 |
$ 5,533,187 |
Adjustment of available-for-sale financial assets |
13,855,263 |
26,401,200 |
|
$ 18,709,717 |
$ 31,934,387 |
The fair value of available-for-sale financial assets increased by $18,548,993 and $17,443,465 for the years ended December 31, 2006 and 2007, respectively, and is shown as an adjustment to stockholders' equity as unrealized gain or loss on financial instruments. Transfers from this equity account to profit and loss amounted to $268,258 and $97 for the years ended December 31, 2006 and 2007, respectively.
(4)Notes and accounts receivable - third parties
December 31, 2006 |
|||
Amount |
Allowance for doubtful accounts |
Net amount |
|
Notes receivable |
$ 1,178,363 |
($ 86,797) |
$ 1,091,566 |
Accounts receivable |
208,048,630 |
(1,444,940) |
206,603,690 |
$209,226,993 |
($ 1,531,737) |
$207,695,256 |
December 31, 2007 |
|||
Amount |
Allowance for doubtful accounts |
Net amount |
|
Notes receivable |
$ 1,153,493 |
($ 74,597) |
$ 1,078,896 |
Accounts receivable |
250,255,292 |
(3,162,762) |
247,092,530 |
$251,408,785 |
($ 3,237,359) |
$248,171,426 |
The Group factored its accounts receivable to certain financial institutions without recourse. Under the agreement, the Group is not required to bear uncollectible risk of the underlying accounts receivable, but is liable for the losses incurred on any business dispute. As the Group did not provide any collateral, these accounts receivable meet the derecognition criteria for financial assets. The Group has derecognized the accounts receivable sold to financial institutions, net of the losses estimated for possible business disputes.
As of December 31, 2007, the relevant information of accounts receivable factored but unsettled is as follows:
December 31, 2007 |
|||||
Institutions |
Interest rate (%) |
Accounts receivable sold/ derecognized |
Amount advanced |
Amount retained (shown as other receivables) |
Limit |
Mega International Commercial Bank |
5.40~5.50 |
$12,757,530 |
$12,757,530 |
$- |
$ 16,215,000 |
Taipei Fubon Bank |
5.44~5.47 |
8,516,431 |
7,999,202 |
517,229 |
12,972,000 |
Sumitomo Mitsui Banking Corporation |
5.49~5.74 |
17,836,500 |
17,836,500 |
- |
30,808,500 |
$39,110,461 |
$38,593,232 |
$517,229 |
$ 59,995,500 |
2. For the year ended December 31, 2007, the financing charges (expenses) incurred from accounts receivable factoring was $309,426 and is shown as "other non-operating loss".
(5)Inventories
December 31, |
||
2006 |
2007 |
|
Raw materials and supplies |
$ 44,641,936 |
$ 60,527,692 |
Work in process |
19,602,086 |
22,957,787 |
Finished goods |
54,864,010 |
66,336,963 |
Inventory in transit |
10,176,676 |
14,680,248 |
129,284,708 |
164,502,690 |
|
Less: Allowance for inventory obsolescence |
(2,950,135) |
(6,099,638) |
$126,334,573 |
$158,403,052 |
(6)Financial assets carried at cost
December 31, |
||
Name of investee company |
2006 |
2007 |
Taiwan Fixed Network Co., Ltd. |
$ 522,368 |
$ - |
Diamondhead Ventures Ltd. |
410,397 |
440,687 |
Entire Technology Co., Ltd. |
- |
227,500 |
Global Strategic Investment Inc. |
290,585 |
290,585 |
Others |
870,826 |
721,465 |
|
$ 2,094,176 |
$ 1,680,237 |
1) Under the approval of the Fair Trade Commission, Executive Yuan, R.O.C. in April 2007, Taihsing International Telecommunications Co., Ltd. tendered offers for the acquisition of the shares of Taiwan Fixed Network Co., Ltd. The Group disposed 119,000,000 shares of Taiwan Fixed Network Co., Ltd. due to participation in the tender offers resulting in a gain on disposal of $508,737.
2) The Company recognized impairment loss amounting to $13,189 (shown as other investment loss) in 2006 for its investment accounted for under the cost method, because of the permanent impairment in value and the chance of recovery is minimal.
3) The investments in these investee companies were measured at cost since its fair value cannot be measured reliably.
(7)Long-term equity investments accounted for under the equity method
December 31, 2007 |
||||
Ownership |
December 31, |
|||
Investee Company |
Percentage (%) |
2006 |
2007 |
|
December 31, 2007 |
||||
Ownership |
December 31, |
|||
Investee Company |
Percentage (%) |
2006 |
2007 |
|
Foxconn Technology Co., Ltd. |
31 |
$ 9,297,098 |
$15,354,959 |
|
Pan International Industrial Corporation |
27 |
3,439,791 |
4,957,551 |
|
Foxconn Advanced Technology, Ltd.-Cayman |
43 |
1,605,046 |
4,295,644 |
|
Simplo Technology Co., Ltd. |
9 |
- |
1,535,118 |
|
G-Tech Optoelectronics Corporation |
42 |
- |
826,278 |
|
CyberTAN Technology, Inc. |
11 |
$- |
$512,095 |
|
Foxsemicon Integrated Technology Inc. |
21 |
218,759 |
365,155 |
|
Advanced Optoelectronic Technology Inc. |
20 |
- |
354,603 |
|
Ugobe Inc. |
30 |
- |
332,244 |
|
Alliance Fiber Optic Products Inc. |
20 |
264,756 |
278,295 |
|
Others |
353,882 |
832,110 |
||
15,179,332 |
29,644,052 |
|||
Add: Prepaid long-term investment |
87,219 |
670,390 |
||
$15,266,551 |
$30,314,442 |
Starting from April 2007, the Group owns majority of CyberTAN Technology, Inc.' shares; accordingly, the Group classified its investment in CyberTAN Technology, Inc. as long-term equity investment accounted for under the equity method since the second quarter of 2007.
The Group owns majority of Simplo Technology Co., Ltd.'s shares after additional investments in the second quarter of 2007; accordingly, the Group classified its investment in Simplo Technology Co., Ltd. as long-term equity investment accounted for under the equity method.
The Company originally held 35% ownership in Altus Technology, Inc. through its subsidiary. In December 2006, the Company acquired 65% shares of Altus Technology, Inc. As of June 30, 2007, the Company's consolidated shareholding in Altus Technology, Inc. was 100% and was consolidated from acquisition date.
(8)Property, plant and equipment
December 31, 2006 |
|||
Original cost |
Accumulated depreciation |
Net book value |
|
December 31, 2006 |
|||
Original cost |
Accumulated depreciation |
Net book value |
|
Land |
$3,939,374 |
$ - |
$ 3,939,374 |
Buildings and improvements |
38,208,563 |
(6,751,878) |
31,456,685 |
Machinery |
90,797,486 |
( 26,688,770) |
64,108,716 |
Molding equipment |
3,256,427 |
(2,561,577) |
694,850 |
Testing equipment |
9,228,432 |
(4,179,836) |
5,048,596 |
Furniture and fixtures |
7,627,006 |
(3,731,732) |
3,895,274 |
Tooling equipment |
1,715,190 |
( 837,195) |
877,995 |
Miscellaneous equipment |
11,913,844 |
(4,018,800) |
7,895,044 |
Prepayments for equipment and construction in progress |
15,146,432 |
- |
15,146,432 |
$ 181,832,754 |
($ 48,769,788) |
133,062,966 |
|
Less: Accumulated impairment |
( 527,802) |
||
$132,535,164 |
December 31, 2007 |
|||
Original cost |
Accumulated depreciation |
Net book value |
|
Land |
$3,979,132 |
$ - |
$ 3,979,132 |
Buildings and improvements |
60,682,270 |
(9,588,339) |
51,093,931 |
Machinery |
127,149,595 |
( 37,754,144) |
89,395,451 |
Molding equipment |
3,271,673 |
(2,521,255) |
750,418 |
Testing equipment |
15,208,950 |
(6,589,328) |
8,619,622 |
Furniture and fixtures |
10,181,629 |
(4,914,831) |
5,266,798 |
Tooling equipment |
2,544,575 |
(1,165,519) |
1,379,056 |
Miscellaneous equipment |
18,918,158 |
(5,904,312) |
13,013,846 |
Prepayments for equipment and construction in progress |
29,650,257 |
- |
29,650,257 |
$ 271,586,239 |
($ 68,437,728) |
203,148,511 |
|
Less: Accumulated impairment |
( 579,995) |
||
$202,568,516 |
The Group recognized a net gain on the recovery of impairment loss of $ 72,705 (shown as "Other income") and impairment loss of $52,193 (shown as "Other loss") in 2006 and 2007, respectively.
(9)Intangible assets
December 31, |
||
2006 |
2007 |
|
Goodwill |
||
Net book value, January 1, 2007 |
$ 2,222,786 |
$ 2,265,910 |
Increase in current year - combined acquisition |
58,949 |
12,075 |
Cumulative translation adjustments |
(15,825) |
( 9,883) |
Net book value, December 31, 2007 |
$ 2,265,910 |
$ 2,268,102 |
(10)Other assets
December 31, |
||
2006 |
2007 |
|
Land use right |
$ 5,405,364 |
$ 13,116,878 |
Others |
1,377,269 |
1,803,977 |
$ 6,782,633 |
$ 14,920,855 |
(11)Short-term loans
December 31, |
||
2006 |
2007 |
|
Credit loans |
$ 40,793,836 |
$102,430,622 |
Mortgage |
- |
2,214,174 |
$ 40,793,836 |
$104,644,796 |
|
Interest rates per annum |
1.62%~6.07% |
2.88%~5.90% |
(12)Income tax
1) |
Income tax expense and income tax payable are reconciled as follows: |
|||
December 31, |
||||
2006 |
2007 |
|||
Income tax expense |
$ 14,884,437 |
$ 16,449,056 |
||
Changes in deferred income tax |
(2,465,509) |
274,160 |
||
Less: Prepaid income tax and income tax withheld |
(4,356,884) |
(4,565,382) |
||
Effect of tax rate different from the U.S. branch |
(65,164) |
(98,089) |
||
Under provision of prior years' income tax |
(44,839) |
(97,926) |
||
Add: Income tax payable at the beginning of the year |
50,000 |
881,460 |
||
Income tax payable |
$ 8,002,041 |
$ 12,843,279 |
2) |
As of December 31, 2006 and 2007, the deferred income tax assets and liabilities were as follows: |
||
December 31, |
|||
2006 |
2007 |
||
Deferred income tax assets |
$ 1,859,220 |
$ 3,356,016 |
|
Deferred income tax liabilities |
($ 7,486,034) |
($ 8,708,670) |
3) The temporary differences and related amounts of deferred tax assets (liabilities) are listed as |
||||||||
follows: |
||||||||
December 31, |
||||||||
2006 |
2007 |
|||||||
Amount |
Tax effect |
Amount |
Tax effect |
|||||
Current items: |
||||||||
Reserve for unrealized loss on inventory obsolescence |
$ 2,349,994 |
$ 587,499 |
$ 3,917,947 |
$1,026,318 |
||||
Unrealized exchange losses |
815,316 |
203,829 |
649,046 |
161,491 |
||||
Product warranty |
1,375,829 |
343,957 |
2,753,285 |
700,379 |
||||
Allowance for doubtful accounts |
322,014 |
80,503 |
1,111,909 |
277,978 |
||||
Investment tax credits |
133,256 |
33,314 |
- |
- |
||||
Loss carry forward |
291,922 |
72,981 |
- |
- |
||||
Others |
129,491 |
32,373 |
207,615 |
116,049 |
||||
$ 5,417,822 |
1,354,456 |
$ 8,639,802 |
2,282,215 |
Non-current items: |
|||||
Reserve for pension cost |
$774,109 |
$ 193,527 |
$793,870 |
$ 198,468 |
|
Foreign investment income accounted for under the equity method |
( 34,488,072) |
( 7,486,034) |
( 34,834,682) |
( 8,708,670) |
|
Difference in depreciation |
44,003 |
11,001 |
194,400 |
48,600 |
|
Loss carry forward |
329,748 |
82,437 |
1,557,244 |
389,311 |
|
Others |
871,195 |
217,799 |
1,208,000 |
437,422 |
|
($32,469,017) |
( 6,981,270) |
($31,081,168) |
( 7,634,869) |
||
($5,626,814) |
($5,352,654) |
4) |
Tax exemption related to expansion of manufacturing facility by capital increases are listed |
||
below: |
|||
Year of capital increase |
Relevant laws |
Duration of tax exemption |
|
1999 |
Statute for the establishment and |
2003 ~ 2006 |
|
administration of Science- |
|||
Based Industrial Park |
|||
2001 |
Statute for upgrading industries |
2003 ~ 2007 |
|
5) |
As of December 31, 2007, the Company's and Premier's income tax returns have been |
||
approved y the R.O.C. Tax Authority through 2004 and 2003, respectively. |
(13)Bonds payable
December 31, |
||
2006 |
2007 |
|
Domestic convertible bonds payable (CBI) |
$18,000,000 |
$ 18,000,000 |
Less: Discount on bonds payable |
( 1,138,442) |
( 740,042) |
16,861,558 |
17,259,958 |
|
Domestic unsecured bonds payable (ECBII) |
11,500,000 |
11,500,000 |
Bonds payable - long term |
$28,361,558 |
$28,759,958 |
1) Domestic convertible bonds payable (CBI)
A. On September 1, 2006, following the approval from the SFB, the Company issued domestic unsecured bonds in the amount of $18,000,000. These convertible bonds cover a period of five years from November 10, 2006 to November 10, 2011.
B. The conversion price shall be adjusted based on the terms of the convertible bonds. As of December 31, 2007, the convertible bonds have not been redeemed, and the conversion price was adjusted to $252.95 (in dollars) per share based on the resolution approved at the stockholders' meeting.
C. Under the terms of the convertible bonds, all bonds (redeemed, matured and converted) are retired and not to be re-issued.
D. Under the term of the convertible bonds, the rights and obligations of the new shares converted from convertible bonds are the same as the issued and outstanding common stock.
E. The effective interest rate of the bonds was 2.32%.
2) Domestic unsecured bonds payable (ECBII)
On September 14, 2005, following the approval from the SFB, the Company issued domestic unsecured bonds in the amount of $11,500,000. The issuance and terms of domestic unsecured bonds are summarized as follows:
Type of bonds |
Issuance date |
Period |
Amount |
Nominal interest rate |
Payment term |
Type of bonds |
Issuance date |
Period |
Amount |
Nominal interest rate |
Payment term |
Bond Aa to Af |
September 2005 |
5 years |
$500,000 |
1.9800% |
Principal is due at maturity. Interest is paid annually at simple interest rate. |
Bond Ba to Bf |
September 2005 |
5 years |
$500,000 |
1.9703% |
Principal is due at maturity. Interest is paid semi- annually at compounded interest rate. |
Bond Ca to Cf |
September 2005 |
7 years |
$500,000 |
2.2500% |
Principal is due at maturity. Interest is paid annually at simple interest rate. |
Bond Da to De |
September 2005 |
10 years |
$500,000 |
2.3700% |
〞 |
3) The Company issued domestic first unsecured bonds payable in 2006. The fair value of convertible option in the amount of $1,195,200 was separated from bonds payable at issuance date, and was recognized in "Capital reserve from stock warrants" in accordance with SFAS No. 36.
(14)Retirement plan
The Company has a non-contributory and funded defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees. The Company contributes monthly an amount equal to 2.1% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee.
A) In 2006 and 2007, the related actuarial assumptions used to calculate the pension liability were as follows:
2006 |
2007 |
||
Discount rate |
3.75% |
3.50% |
|
Rate of increase in compensation |
3.50% |
3.50% |
|
Expected return rate on plan assets |
2.75% |
2.75% |
Reconciliation of funded status:
December 31, |
|||
2006 |
2007 |
||
December 31, |
|||
2006 |
2007 |
||
Benefit obligation: |
|||
Vested benefit obligation |
($105,075) |
($161,164) |
|
Non-vested benefit obligation |
( 644,097) |
( 697,238) |
|
Accumulated benefit obligation |
( 749,172) |
( 858,402) |
|
Additional benefits based |
|||
on future salary increases |
( 357,465) |
( 374,768) |
|
Projected benefit obligation |
( 1,106,637) |
( 1,233,170) |
|
Fair value of plan assets |
453,379 |
503,804 |
|
Funded status |
( 653,258) |
( 729,366) |
|
Unrecognized transition obligation |
15,300 |
12,787 |
|
Unrecognized net pension gain |
( 136,151) |
( 77,291) |
|
Accrued pension cost |
($774,109) |
($793,870) |
|
Vested benefit |
$125,393 |
($184,993) |
C) In 2006 and 2007, the details of net pension cost were as follows:
|
2006 |
2007 |
|
Service cost |
$ 50,879 |
$ 42,766 |
|
Interest cost |
44,558 |
41,499 |
|
Expected return on plan assets |
( 12,713) |
( 12,468) |
|
Unrecognized pension gain |
(2,805) |
(2,317) |
|
Amortization of unrecognized |
|||
transition obligation |
2,513 |
2,513 |
|
Curtailment gain |
( 88,259) |
- |
|
Net periodic pension (gain) cost |
($ 5,827) |
$ 71,993 |
2) In accordance with the Labor Pension Act, the Company has a defined contribution employee retirement plan covering all domestic employees. The Company contributes monthly an amount based on 6% of employees' monthly salaries and wages to employees' personal pension accounts with the Bureau of Labor Insurance. The pension expenses under this plan amounted to $164,851 and $199,117 for the years ended December 31, 2006 and 2007, respectively.
3) The subsidiaries in mainland China have defined contribution pension plans and contribute an amount monthly based on 8%~9% of employees' monthly salaries and wages to an independent fund administered by a government agency.
4) The overseas subsidiaries of the Company recognized pension expenses of $1,491,551 and $2,817,566 for the years ended December 31, 2006 and 2007, respectively.
(15)Capital stock
1) As of December 31, 2007, the Company's authorized capital amounted to 7 million shares (including 200 million shares reserved for stock warrants or bonds issued with detachable warrants) and the issued and outstanding common stocks were 6,290,767 thousand shares with a par value of $10 (in dollars) per share.
2) The merger between the Company and Premier Image Technology Corp. was resolved by the Board of Directors in June 2006 with the Company as the surviving company. The Company issued 178,195,000 of common stock for the merger. Please see Note 10(5) for information on the merger.
3) Pursuant to the resolution adopted at the stockholders' meeting held on June 1, 1999, and after obtaining approval from the SFC, the Company issued 25 million units of global depository receipts (GDRs) in Europe, Asia and the USA, which represents 50 million shares of common stock (Deposited Shares). The main terms and conditions of GDRs are as follows:
A. Voting
Holders of GDRs have no right to directly exercise voting rights or attend the Company's stockholders' meeting, except when a motion is on the election of directors or supervisors. A holder or holders together holding at least 51% of the GDRs outstanding at the relevant record date of the stockholders' meeting can instruct the Depositary to vote in the same direction in respect of one or more resolutions to be proposed at the meeting.
B. Sale and withdrawal of GDRs
Under the current R.O.C. law, shares represented by the GDRs may not be withdrawn by holders of GDRs commencing three months after the initial issue of GDRs. A holder of a GDR may, provided that the Company has delivered to the custodian physical share certificates in respect of the Deposited Shares, request the Depositary to sell or cause to be sold on behalf of such holder the shares represented by such GDRs.
C. Dividends
GDR holders are entitled to receive dividends to the same extent as the holders of common stock subject to the terms of the Deposit Agreement and applicable laws of the R.O.C.
D. As of December 31, 2007, 141,346,000 units of GDRs were outstanding, which represents 282,692 thousand shares of common stock.
(16)Capital reserve
1) Under the R.O.C. Company Law, the capital reserve can only be used to offset losses and/or to increase capital.
2) Under the R.O.C. SFB regulations, the Company may apply, once a year, to capitalize the capital reserves arising from paid-in capital in excess of par on the issuance of stocks for cash. The application shall be made after the year of the issuance, and the amount to be capitalized shall not exceed the prescribed amount.
3) Under the pooling of interest method, the balance of common stocks from the dissolved company, less the par value of equity securities issued for the merger, is classified as capital reserve.
4) Please see Note 4 (13) for information on "Capital reserve from stock warrants".
(17)Legal reserve and retained earnings
1) In accordance with the Company's Articles of Incorporation, net income must be distributed in the following order:
A. to cover prior years' losses, if any;
B. as legal reserve equal to 10% of net income after tax and distribution pursuant to clause (A);
C. as any other legally required reserve;
D. to pay dividends on preferred shares;
E. to pay bonuses to employees at 8% of net income after tax and distribution pursuant to clauses (A) to (D); and
F. the remaining amount, if any, shall be distributed pursuant to the proposal of the board of directors in accordance with the Company's dividend policy.
The Company's dividend policy requires the board of directors to consider the Company's budget for future capital expenditures and funding needs when proposing the distribution of earnings to the stockholders. At the regular meeting of the stockholders, the board of directors submits to the stockholders for approval the financial statements for the preceding fiscal year and any proposal for the distribution of dividends or any other distribution to stockholders from retained earnings, subject to compliance with the requirements mentioned above of the preceding fiscal year. Dividends may be distributed in the form of cash or shares, or a combination of both; provided, however, that dividends distributed in respect of any fiscal year in the form of shares shall not exceed two-thirds of total dividends to stockholders.
2) The details of the undistributed earnings were as follows:
December 31, |
||
2006 |
2007 |
|
Before new tax system was adopted |
$2,163,509 |
$2,163,509 |
After new tax system was adopted |
||
Subjected to additional 10% corporate income tax |
58,812,045 |
84,604,979 |
Not yet subjected to additional 10% corporate income tax |
59,862,728 |
77,689,512 |
$ 120,838,282 |
$ 164,458,000 |
3) The details of imputation system were as follows:
December 31, |
||
2006 |
2007 |
|
Balance of stockholders deductible tax account |
$9,760,393 |
$ 14,515,105 |
Tax deductible rate of earnings |
|
|
distribution |
12.81% |
13.58% |
4) As of the report date, the distribution of 2007 earnings had not been approved by the board of directors. The earnings distribution information will be posted on the "Market Observation Post System" of the TSEC.
5) The actual distribution of employees' bonuses of $2,247,017 ($1,357,107 in cash and $890,000 in common stock) was in accordance with the resolution of the board of directors. The Company issued 89,000,000 shares of common stock for employee bonuses, which represented 1.72% of the outstanding common shares on December 31, 2006. For the year ended December 31, 2006, the original earnings per common share was $11.59 (in dollars). Taking into consideration the effect of employee bonuses and directors' and supervisors' remuneration, the pro forma earnings per share was $11.15 (in dollars).
6) In accordance with the resolutions adopted by the stockholders during their meetings in 2006 and 2007, the Company paid cash dividends of $3.0 (in dollars) per share, and stock dividends of $2.0 (in dollars) per share for both years.
(18)Earnings per common share
For the year ended December 31, 2006 |
|||||
Amount |
Number of shares (in thousands) (Note) |
Earnings per commonshare (in dollars) |
|||
Before tax |
After tax |
Before tax |
After tax |
||
Basic earnings per share: |
|||||
Consolidated net income |
$81,160,791 |
$66,276,354 |
6,290,029 |
$ 12.90 |
$ 10.54 |
Minority interest |
( 7,014,269) |
( 6,413,626) |
( 1.11) |
(1.02) |
|
Net income attributable to equity holders of the Company |
$74,146,522 |
$59,862,728 |
|
$ 11.79 |
$ 9.52 |
Diluted earnings per share: |
|||||
Consolidated net income |
$81,160,791 |
$66,276,354 |
$ 12.76 |
$ 10.42 |
|
Minority interest |
( 7,014,269) |
( 6,413,626) |
( 1.10) |
(1.01) |
|
Dilutive effect of stock equivalent: Convertible bonds |
56,758 |
42,569 |
71,160 |
0.01 |
0.01 |
Net income attributable to equity holders of the Company |
$74,203,280 |
$59,905,297 |
6,361,189 |
$ 11.67 |
$ 9.42 |
For the year ended December 31, 2007 |
|||||
Amount |
Number of shares (in thousands) (Note) |
Earnings per commonshare (in dollars) |
|||
Before tax |
After tax |
Before tax |
After tax |
||
Basic earnings per share: |
|||||
Consolidated net income |
$101,137,416 |
$84,688,360 |
6,290,040 |
$ 16.08 |
$ 13.46 |
Minority interest |
(7,159,344) |
( 6,998,848) |
( 1.14) |
(1.11) |
|
Net income attributable to equity holders of the Company |
$ 93,978,072 |
$77,689,512 |
|
$ 14.94 |
$ 12.35 |
Diluted earnings per share: |
|||||
Consolidated net income |
$101,137,416 |
$84,688,360 |
$ 15.90 |
$ 13.31 |
|
Minority interest |
(7,159,344) |
( 6,998,848) |
( 1.12) |
(1.10) |
|
Dilutive effect of stock equivalent: Convertible bonds |
398,400 |
298,800 |
71,160 |
0.06 |
0.05 |
Net income attributable to equity holders of the Company |
$ 94,376,472 |
$77,988,312 |
6,361,200 |
$ 14.84 |
$ 12.26 |
Note: The number of shares had retroactively been adjusted by the stock dividends and the stock bonus to the employees as of December 31, 2007.
(19)Personnel, depreciation and amortization expenses
For the years ended December 31, |
||
2006 |
2007 |
|
Cost of sales |
||
Personnel expenses |
||
Salaries |
$ 33,650,105 |
$ 45,436,375 |
Labor and health insurances |
1,575,214 |
2,347,772 |
Pension |
1,110,958 |
2,016,311 |
Others |
673,002 |
908,728 |
$ 37,009,279 |
$ 50,709,186 |
|
Depreciation |
$ 11,931,533 |
$ 17,488,928 |
Amortization |
$ 1,772,354 |
$3,625,904 |
Operating expenses |
||
Personnel expenses |
||
Salaries |
$ 16,746,073 |
$ 29,617,271 |
Labor and health insurances |
956,357 |
1,576,213 |
Pension |
539,617 |
1,072,365 |
Others |
161,020 |
592,345 |
$ 18,403,067 |
$ 32,858,194 |
|
Depreciation |
$ 3,095,274 |
$4,506,762 |
Amortization |
$ 825,109 |
$ 546,415 |
5.RELATED PARTY TRANSACTIONS
1) |
Names of related parties and their relationship with the Company |
|
Names of related parties |
Relationship with the Company |
|
Foxconn Technology Co., Ltd. and subsidiaries (FTCS) |
Investee company accounted for under the equity method |
|
Pan International Industrial Corporation and subsidiaries (PIICS) |
" |
|
Foxconn Advanced Technology, Ltd. - Cayman (FATS-Cayman) |
An indirectly-owned investee company accounted for under the equity method |
|
Foxsemicon Integrated Technology and subsidiaries (FITI) |
" |
|
CyberTAN Technology, Inc. (CyberTAN) |
" |
|
Altus Technology, Inc. (Altus) |
See note (a) below |
|
Cheng Uei Precision Industry Co., Ltd. (CUPC) |
The chairman is a brother of the Company's chairman |
|
InnoLux Display Co., Ltd. and subsidiaries (InnoLuxS) |
Same major shareholder |
a) Altus Technology Inc. was acquired (65% ownership) by the Company in December 2006 resulting to a consolidated shareholding of 100%. Accordingly, the income or loss of Altus was included in the consolidated financial statements after the acquisition date. Before acquisition date, transactions with Altus and the Group were not eliminated.
b) As described in Note 4(7)1, starting from April 2007, the Group owns majority of CyberTAN Technology, Inc.'s shares; accordingly, the Group classified its investment in CyberTAN Technology, Inc. as long-term equity investments accounted for under the equity method since the second quarter of 2007. The related party transactions are disclosed for the year ended December 31, 2007.
c) Except for transactions with the above related parties, there were no other material transactions between related parties and the Company for the year ended December 31, 2007.
2) |
Significant transactions and balances with related parties |
|||
A. |
Sales |
|||
For the years ended December 31, |
||||
2006 |
2007 |
|||
FTCS |
$25,443,710 |
$54,213,883 |
||
InnoLuxS |
5,295,185 |
7,263,360 |
||
CyberTAN |
- |
4,757,498 |
||
PIICS |
497,214 |
693,380 |
||
Altus |
5,999,597 |
- |
||
Others |
1,219,009 |
1,074,284 |
||
$38,454,715 |
$68,002,405 |
Sales terms to related parties are under regular terms.
B. |
Purchases |
|||
For the years ended December 31, |
||||
2006 |
2007 |
|||
FTCS |
$16,861,959 |
$20,164,212 |
||
FATS |
10,708,227 |
9,009,595 |
||
PIICS |
5,809,969 |
8,197,551 |
||
InnoLuxS |
3,295,023 |
7,085,457 |
||
Altus |
8,878,445 |
- |
||
CUPS |
1,425,609 |
2,186,384 |
||
CyberTAN |
- |
1,057,824 |
||
Others |
49,247 |
28,896 |
||
$47,028,479 |
$47,729,919 |
|||
Purchases are at market prices and payment terms are similar to those with third parties. |
||||
C. |
Accounts receivable - related parties |
|||
December 31, |
||||
2006 |
2007 |
|||
FTCS |
$ 10,076,361 |
$ 6,457,719 |
||
InnoLuxS |
2,008,727 |
1,875,011 |
||
CyberTAN |
- |
598,699 |
||
Others |
426,850 |
407,645 |
||
12,511,938 |
9,339,074 |
|||
Less: Allowance for doubtful accounts |
( 147,294) |
( 196,912) |
||
$ 12,364,644 |
$ 9,142,462 |
D. Other receivables
The Group purchased materials on behalf of FTCS and FITI. As of December 31, 2006 and 2007, other receivables amounted to $392,200 and $698,535, respectively.
E. |
Accounts payable - related parties |
|||
December 31, |
||||
2006 |
2007 |
|||
FTCS |
$ 4,289,367 |
$ 7,191,102 |
||
FATS-Cayman |
3,940,032 |
3,330,825 |
||
PIICS |
2,095,005 |
3,380,699 |
||
InnoLuxS |
492,923 |
2,333,564 |
||
CUPC |
606,640 |
1,170,195 |
||
Others |
102,711 |
194,557 |
||
$ 11,526,678 |
$ 17,600,942 |
F. Property transactions
For the year ended December 31, 2006 |
||||
Counterparty |
Transaction |
Sales / purchase price |
Gain on disposal |
Receivables / (payables) at December 31, 2006 |
InnoLuxS |
Sale of fixed assets |
$ 327,403 |
$8,005 |
$ 21,307 |
FITI and FTCS |
Acquisition of fixed assets |
291,058 |
- |
( 11,479) |
For the year ended December 31, 2007 |
||||
Counterparty |
Transaction |
Sales / purchase price |
Gain on disposal |
Receivables / (payables) at December 31, 2007 |
FTC, InnoLuxS and FAT - Cayman |
Sale of fixed assets |
$ 2,120,069 |
$ 7,661 |
$ 17,049 |
FITI and FTCS |
Acquisition of fixed assets |
458,012 |
- |
( 94,368) |
6.PLEDGED ASSETS
As of December 31, 2006 and 2007, the assets pledged as collateral were as follows: |
||||
December 31, |
||||
2006 |
2007 |
|||
Assets |
Nature |
Book value |
Book value |
|
Fixed deposits and cash (shown as other financial assets non-current) |
Bond deposit as security for court proceedings, security deposit for employment of foreign laborers and custom's deposits. |
$492,201 |
$604,845 |
|
Property, plant and equipment |
||||
-Land and buildings |
Short-term and long-term loans |
150,053 |
- |
|
Other asset -Refundable deposit |
Short-term and long-term loans and custom's deposits |
113,231 |
217,068 |
|
$755,485 |
$821,913 |
7.COMMITMENTS AND CONTINGENT LIABILITIES
As of December 31, 2007, the Group's significant contingent liabilities were as follows:
1) The Company entered into several contracts for the acquisition of machinery and construction of research center with total value of approximately $37,604 million. As of December 31, 2007, the unpaid balance on these contracts amounted to $11,452 million.
2) As of December 31, 2007, future minimum lease payments for a factory and employees' apartment were approximately $1,973 million as follows:
Year |
In thousands of New Taiwan Dollars |
2008 |
$ 602,828 |
2009 |
407,206 |
2010 |
335,983 |
2011 |
216,630 |
2012 and thereafter |
410,255 |
$ 1,972,902 |
3) Hewlett Packard filed a lawsuit with the Court against Acer Incorporated, alleging infringement, among others, of its patent. Subsequently, the parent company of Acer Incorporated, Acer America Corporation (Acer), filed a lawsuit against the Company, alleging that the Company's sales of products to Acer were connected with the foregoing patent infringement, and has asked the Company to pay an indemnity for Acer's losses in accordance with the sales contract. The Company filed a request with the Court to dismiss the lawsuit, alleging that the plaintiff's claims were without merit. As of April 14, 2008, based on the opinion of the Company's legal counsel, the ultimate outcome of the lawsuit and the damages that the Company may incur cannot be reasonably estimated as the litigation is still under trial and investigation by the Court and competent authorities in the U.S.A.
4) Mondis filed a lawsuit and an injunction with the Court against the Company, alleging infringement, among others, of its patent on panel display, and claimed indemnities for its losses. The Company has appointed a legal counsel to attend to this case. As of April 14, 2008, based on the opinion of the Company's legal counsel, the ultimate outcome of the lawsuit and the damages that the Company may incur cannot be reasonably estimated as the litigation is still under trial and investigation by the Court and competent authorities in the U.S.A.
8.SIGNIFICANT CATASTROPHE
None.
9.SUBSEQUENT EVENTS
None.
10.OTHERS
1) Financial statement presentation:
Certain accounts in the 2006 consolidated financial statements were reclassified to conform to the 2007 consolidated financial statement presentation.
2) Fair value of financial instruments
December 31, 2006 |
||||
Fair value |
||||
Non-derivative financial instruments |
Book value |
Quotation in an active market |
Estimated using a valuation |
Note |
Assets: |
||||
Financial assets with fair values equal to book values |
$310,025,243 |
$ - |
$310,025,243 |
A |
Open-end funds |
3,087,515 |
3,087,515 |
- |
|
Available-for-sale financial assets |
19,643,471 |
19,643,471 |
- |
B |
Financial assets carried at cost - non-current |
2,094,176 |
- |
- |
C |
Refundable deposits |
242,284 |
- |
237,126 |
D |
Liabilities: |
||||
Financial liabilities with fair values equal to book values |
303,894,988 |
- |
303,894,988 |
A |
Bonds payable |
28,361,558 |
- |
28,361,558 |
E |
Derivative financial instruments |
||||
Assets: |
||||
Futures contracts |
52,056 |
- |
52,056 |
F |
Liabilities: |
||||
Forward exchange contracts |
21,876 |
- |
21,876 |
F |
Swap contracts |
238 |
- |
238 |
F |
|
December 31, 2007 |
|||
Fair value |
||||
Non-derivative financial instruments |
Book value |
Quotation in an active market |
Estimated using a valuation |
Note |
Assets: |
||||
Financial assets with fair values equal to book values |
$412,756,957 |
$ - |
$412,756,957 |
A |
Open-end funds |
72,280 |
72,280 |
- |
|
Available-for-sale financial assets |
33,206,438 |
33,206,438 |
- |
B |
Financial assets carried at cost - non-current |
1,680,237 |
- |
- |
C |
Refundable deposits |
540,415 |
- |
526,618 |
D |
Liabilities: |
||||
Financial liabilities with fair values equal to book values |
443,902,905 |
- |
443,902,905 |
A |
Bonds payable |
28,759,958 |
- |
28,759,958 |
E |
Derivative financial instruments |
||||
Assets: |
||||
Futures contracts |
55,699 |
- |
55,699 |
F |
Forward exchange contracts |
187 |
- |
187 |
|
Liabilities: |
||||
Forward exchange contracts |
3,213 |
- |
3,213 |
F |
The methods and assumptions used to estimate the fair values of the above financial instruments are summarized below:
A. For short-term instruments, the fair values were determined based on their carrying values because of the short maturities of the instruments. This method was applied to cash and cash equivalents, notes and accounts receivable, other receivables, other financial assets-current, short-term loans, notes and accounts payable, accrued expenses, income tax payable, other payables and other current liabilities.
B. Available-for-sale financial instruments are regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's-length basis. If the market for a financial instrument is not active, an entity establishes fair value by using a valuation technique. The fair values of available-for-sale financial assets are based on the quotation in the active markets at December 31, 2006 and 2007.
C. As financial assets carried at cost are not quoted in an active market, its fair value cannot be measured reliably.
D. The fair value of refundable deposits and other financial assets-non-current are based on the discounted value of expected future cash inflow, and the discount rate is based on the fixed rate of the one year time deposit given by the Post Office at December 31, 2006 and 2007.
E. The fair value of bonds payable includes stated redemption price and interest payable.
F. The fair values of derivative financial instruments which include unrealized gain or loss on unsettled contracts were determined based on the amounts to be received or paid assuming that the contracts were settled as of the reporting date.
3) Financial risk controls
A. The Group employs a comprehensive risk management and control system to clearly identify, measure and control the various kinds of financial risk it faces, including market risk, credit risk, liquidity risk and cash flow risk. Except for market risk, which is controlled by outside factors, the remainder of the foregoing types of risk can be controlled internally or removed from business processes. Therefore, the goal in managing each of these risks is to reduce them to zero.
As for market risk, the goal is to protect its overall position through strict recommendation, execution and audit processes, and proper consideration of a) long-term trends in the external economic/financial environment, b) internal operating conditions, and c) the actual effects of market fluctuations.
B. The risk management and control system of the Group is administered within a framework of stratified responsibility: The board of directors formulates and approves handling procedures; the senior officers designated by the board make regular and unscheduled assessments of management procedures, organizational structure, transaction flows, and whether there are any abnormal circumstances; the legal department reviews and examines transaction agreements; the accounting department makes recommendations with regard to transactions and is responsible for carrying them out; and the audit department undertakes audits. Under this framework, with its strict adherence to proper segregation of duties and adequate internal control procedures, the Group seeks to minimize the potential adverse effects on the Group's financial performance.
4) Material financial risk information
A. Market risk
(1) Foreign exchange risk:
The Group's major purchase and sale transactions are conducted in USD. The change of fair value will be caused by foreign exchange rate fluctuations, however, the amounts and periods of the Group's accounts receivable and accounts payable are equivalent, so the market risk could be offset. If the gap is raised, the Group would adopt the forward contract to hedge the risk, so the Group estimates there would be no material risk.
(2) Price risk:
The Group is exposed to equity securities price risk because of investments held by the Group and classified on the consolidated balance sheet either as available-for-sale or at fair value through profit or loss. The Group sets limits to control the transaction volume and stop-loss amount of derivatives to reduce its price market risk.
(3) Futures market risk:
The Group is exposed to price risk because of investments in futures market instruments, which have fair value in the active market. The Group sets limits to control the transaction volume and stop-loss amount of derivatives to reduce its futures market risk.
(4) Interest rate risk:
The long-term bonds issued by the Group all have fixed interest rates, so there is no interest rate risk.
(5) Stock exchange market:
The domestic convertible bonds issued by the Company are compound instruments, which include the conversion option, call option, put option, and zero-coupon bonds. Except that the fair value of the bonds would be changed due to changes in market interest rate, their fair value is mainly subject to the changes in the Company's stock price. The Company could exercise the call option to mitigate its stock market risk adequately.
B. Credit risk
(1) Receivables:
With respect to receivables of the Group, most of the debtors are well-known international companies with very good credit standing. Moreover, the adequacy of the allowance for doubtful accounts is assessed regularly, so there is no material credit risk.
(2) Financial market:
The long-term exchange rate and futures transactions entered into by the Group are done with financial institutions with very good credit standing. Consequently, the likelihood that credit risk would occur is low.
(3) Asset transactions:
The Group has investments in available-for-sale financial assets and financial assets that are measured at cost. Although the potential for credit risk does arise, there is an open, active market for available-for-sale financial assets. For financial assets measured at cost, the Group performs regular impairment testing. Moreover, the counterparties in the transactions had their credit standing evaluated, so these transactions are not expected to lead to material credit risk.
C. Liquidity risk
(1) Receivables:
As for receivables of the Group, the main debtors are well-known international companies with very good credit standing. There are no overdue receivables with maturities over one year. Therefore, there is no material liquidity risk.
(2) Financial assets:
For available-for-sale financial assets held by the Group, there is an active market that allows these investments to be readily converted into certain amount of cash approximate to their fair values. The liquidity risk exposure is low. As for financial assets measured at cost, the liquidity risk is high as there is no active market. However, since the shareholding percentages are not high, they do not constitute major investments. Therefore, no material liquidity risk is expected.
(3) Foreign exchange transactions:
For forward foreign exchange transactions entered into by the Group, the targets of the transactions are all currencies traded on international foreign exchange markets with large trading volumes and high number of traders bidding. Trading is active with high liquidity. Therefore, no material liquidity risk is expected.
(4) Futures transactions:
For futures transactions entered into by the Group, orders are placed in the New York or Chicago futures exchanges. The numbers of available futures targets and international market participants are adequate to facilitate easy entry and exit. Therefore, no liquidity risk is expected.
(5) Working capital:
The Group has good operating and credit conditions, and has sufficient working capital, so it expects no significant liquidity risk arising from insufficient capital to meet contract obligations.
(6) Convertible bonds:
The Company has lower significant concentrations of liquidity risk for its issuance of domestic convertible bonds, as the date that the bondholders may exercise the put options set on November 10, 2009 was known and the Company assessed that there is a strong likelihood that most bonds will be converted into common stocks in the future and thereby no large cash positions are required.
D. Cash flow risk from movements in interest rates
(1) Long-term liabilities:
The Group does not have long-term financial assets and liabilities that are affected by interest rate changes. Therefore, there should be no material cash flow risk from movements in interest rates.
(2) Foreign exchange transactions:
The forward foreign currency transactions entered into by the Group are for the purpose of hedging against short-term gaps in positions after offsetting foreign currency assets and liabilities. As such, the amounts in the transactions are minimal and their duration is short. Moreover, because of opposite foreign currency outflows and inflows, a significant need for foreign funds is not expected. Therefore, no material foreign exchange-type cash flow risk is expected from movements in interest rates.
(3) Financial assets:
As the investments of the Group are not interest-rate type products, there is no cash flow risk from movements in interest rates.
5) Merger information
On December 1, 2006, the merger date, the Company issued new shares in exchange of the shares of Premier Image Technology Corporation (Premier) at the swap ratio of 1:0.627. The merger was accounted for under the pooling of interests method. As of the consolidated date (from January 1 to November 30, 2006), the financial information is as follows:
A. Non-consolidated financial information from January 1 to November 30, 2006: |
||
The Company |
Premier |
|
a) Net operating revenues |
$ 773,673,391 |
$ 38,007,937 |
b) Stockholders' equity (on November 30, 2006) |
$ 222,112,988 |
$ 12,214,281 |
c) Major accounts in the balance sheet (on November 30, 2006)
Premier |
|
Premier |
|
Cash and cash equivalents |
$2,677,971 |
Notes and accounts receivable |
7,518,765 |
Inventories |
466,668 |
Other current assets |
158,887 |
Funds and investments |
3,442,129 |
Property, plant and equipment |
3,589,829 |
Other assets |
30,065 |
Current liabilities |
( 5,417,417) |
Other liabilities |
(252,616) |
Net assets |
$ 12,214,281 |
Original common stock of Premier |
$6,073,452 |
New shares for merger |
( 1,781,946) |
Capital reserve |
$4,291,506 |
For the year ended December 31, 2006 |
|||
Transactions |
Companies |
Amount |
|
1) |
Elimination of long- |
Hyield Venture Capital Co., Ltd. |
$ 164,381,047 |
term investments |
Foxconn Holding Ltd. |
||
and stockholders' |
Foxconn (Far East) Ltd.-Cayman |
||
equity |
Bao Shin International Investment Co., Ltd. |
||
Hon Chi International Investment Co., Ltd. |
|||
Hon Yuan International Investment Co., Ltd. |
|||
Hon Hai/Foxconn Logistics California LLC. |
|||
Hon Hai/Foxconn Logistics Texas LLC. |
|||
Foxconn Singapore (PTE) Ltd. |
|||
Foxconn International Inc. |
|||
Ambit Microsystems Holding Corp. |
|||
Ambit International Ltd. |
|||
Unique Logistics Ltd. |
|||
Lin Yih International Investment Co., Ltd. |
|||
Image & Vision Investment Corp. |
|||
Premier Image Technology (H.K), Limited |
|||
Premier Image Technology (Japan), Limited |
|||
2) |
Elimination of |
||
intercompany |
|||
receivables, payables |
|||
and prepayments |
|
||
A. Accounts |
Foxconn Holding Ltd. |
33,394,850 |
|
receivable, |
Foxconn (Far East) Ltd.-Cayman |
||
accounts payable |
Hon Hai/Foxconn Logistics California LLC. |
||
and other |
Hon Hai/Foxconn Logistics Texas LLC. |
||
receivables/ |
Foxconn Singapore (PTE) Ltd. |
||
payables |
Ambit International Ltd. |
||
Ambit Microsystems Inc. |
|||
Unique Logistics Ltd. |
|||
Premier Image Technology (H.K), Limited |
|||
B. Prepayments |
Foxconn (Far East) Ltd.-Cayman Hon Hai/Foxconn Logistics California LLC. Hon Hai/Foxconn Logistics Texas LLC. Foxconn Holding Ltd. |
4,874,219 |
6) Elimination of intercompany transactions |
For the year ended December 31, 2006 |
|||
Transactions |
Companies |
Amount |
|
3) |
Elimination of profit and loss |
||
A. Sales and |
Foxconn (Far East) Ltd.-Cayman |
$ 152,742,145 |
|
purchases |
Foxconn Holding Ltd. |
||
Foxconn Singapore (PTE) Ltd. |
|||
Hyield Venture Capital Co., Ltd. |
|||
Unique Logistics Ltd. |
|||
AMB Logistics Ltd. |
|||
Ambit International Ltd. |
|||
Premier Image Technology (H.K), Limited |
|||
B. Logistics expenses |
Foxconn (Far East) Ltd.-Cayman Hon Hai/Foxconn Logistics California LLC. Hon Hai/Foxconn Logistics Texas LLC. |
1,445,301 |
|
C. Processing revenue and expenses |
Foxconn (Far East) Ltd.-Cayman |
77,524,218 |
|
D. Unrealized |
Foxconn (Far East) Ltd.-Cayman |
1,054,610 |
|
intercompany |
Foxconn Holding Ltd. |
|
|
gross profit |
Premier Image Technology (H.K), Limited |
|
For the year ended December 31, 2007 |
|||
Transactions |
Companies |
Amount |
|
3) |
Elimination of profit and loss |
||
A. Sales and |
Foxconn (Far East) Ltd.-Cayman |
$ 313,760,567 |
|
purchases |
Foxconn Holding Ltd. |
||
Foxconn Singapore (PTE) Ltd. |
|||
Hyield Venture Capital Co., Ltd. |
|||
Unique Logistics Ltd. |
|||
Ambit International Ltd. |
|||
Premier Image Technology (H.K), Limited |
|||
Bao Shin International Investment Co., Ltd. |
|||
Margini Holdings Ltd. |
|||
B. Logistics expenses |
Foxconn (Far East) Ltd.-Cayman Hon Hai/Foxconn Logistics California LLC. Hon Hai/Foxconn Logistics Texas LLC. |
1,663,196 |
|
C. Processing revenue and expenses |
Foxconn (Far East) Ltd.-Cayman |
94,224,196 |
|
D. Unrealized intercompany gross profit |
Foxconn (Far East) Ltd.-Cayman Foxconn Holding Ltd. Ambit International Ltd. |
1,246,731 |
|
|
Premier Image Technology (H.K), Limited |
||
|
|
||
11.SEGMENT INFORMATION
1) Financial information by industry: The Company operates in one single industry, the electronics industry. Accordingly, no segment industry information is presented.
2) Financial information by geographic area: In 2006 and 2007, the financial information of the Company by geographic area is shown below:
2006 |
||||
Territories outside Taiwan |
Taiwan |
Elimination |
Total |
|
Income from non-affiliated customers |
$ 546,003,707 |
$ 779,822,092 |
$ - |
$1,325,825,799 |
Income of the Company and consolidated subsidiaries |
198,825,452 |
207,562,936 |
( 406,388,388) |
- |
Total income |
$ 744,829,159 |
$ 987,385,028 |
($406,388,388) |
$1,325,825,799 |
Operating and non-operating income |
$51,594,454 |
$31,308,558 |
($ 461,902) |
$82,441,110 |
Investment income |
3,620,887 |
|||
Other expenses |
( 2,306,009) |
|||
Interest expense |
( 2,595,197) |
|||
Income before income tax |
$81,160,791 |
|||
Identifiable assets |
$ 247,908,675 |
$ 267,325,085 |
($ 70,164,617) |
$ 445,069,143 |
Long-term investments |
15,266,551 |
|||
Other assets |
166,266,455 |
|||
Total assets |
$ 626,602,149 |
2007 |
||||
Territories outside Taiwan |
Taiwan |
Elimination |
Total |
|
Income from non-affiliated customers |
$659,589,744 |
$1,056,185,296 |
$ - |
$1,715,775,040 |
Income of the Company and consolidated subsidiaries |
314,352,162 |
348,444,624 |
( 662,796,786) |
- |
Total income |
$973,941,906 |
$1,404,629,920 |
($662,796,786) |
$1,715,775,040 |
Operating and non-operating income |
$ 66,513,582 |
$40,560,620 |
($ 498,604) |
$ 106,575,598 |
Investment income |
3,856,058 |
|||
Other expenses |
( 3,880,968) |
|||
Interest expense |
( 5,413,272) |
|||
Income before income tax |
$ 101,137,416 |
|||
Identifiable assets |
$376,958,867 |
$ 321,168,286 |
($118,236,622) |
$ 579,890,531 |
Long-term investments |
30,314,442 |
|||
Other assets |
257,092,082 |
|||
Total assets |
$ 867,297,055 |
3) Information on export sales: In 2006 and 2007, the export sales of the Company were as follows:
Destination |
2006 |
2007 |
Americas |
$458,482,982 |
$556,916,543 |
Asia |
550,743,078 |
731,762,916 |
Europe |
299,808,132 |
402,713,845 |
$ 1,309,034,192 |
$ 1,691,393,304 |
4) |
Major customers information: |
||||
Sales to a single customer which represent over 10% of net operating revenues were: |
|||||
Customers |
Sales amount |
% of net sales |
|||
2006 |
Customer F |
$216,474,000 |
16 |
||
Customer A |
$207,307,000 |
16 |
|||
Customer C |
$152,998,000 |
12 |
|||
2007 |
Customer C |
$306,085,000 |
18 |
||
Customer A |
$295,674,000 |
17 |
|||
Customer E |
$190,219,000 |
11 |
Related Shares:
Hon Hai Precsn