Title of each class | on which registered | |
American Depositary Shares, each representing | New York Stock Exchange | |
one ordinary share, notional value 2.00 per share | ||
Ordinary shares, notional value 2.00 per share * | New York Stock Exchange | |
Explanatory Note | ||||||||
Item 18. Financial Statements | ||||||||
Item 19. Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
Exhibit 12.1 | ||||||||
Exhibit 12.2 | ||||||||
Exhibit 13 | ||||||||
Exhibit 14.1 | ||||||||
Exhibit 14.2 |
| Report of Independent Registered Public Accounting Firm. |
| Consolidated Statements of Operations for the years ended September 30, 2004, 2005 and 2006. |
| Consolidated Balance Sheets as of September 30, 2005 and 2006. |
| Consolidated Statements of Shareholders Equity for the years ended September 30, 2004, 2005 and 2006. |
| Consolidated Statements of Cash Flows for the years ended September 30, 2004, 2005 and 2006. |
| Notes to the Consolidated Financial Statements. |
F-69
2004 | 2005 | |||||||||||||
NTD | NTD | USD | ||||||||||||
Assets | ||||||||||||||
Current assets:
|
||||||||||||||
Cash and cash equivalents (note 5)
|
$ | 9,980,189 | 9,822,568 | 299,469 | ||||||||||
Accounts receivable related parties (note 17)
|
2,589,503 | 5,050,277 | 153,972 | |||||||||||
Other receivables (note 7)
|
160,283 | 54,110 | 1,650 | |||||||||||
Inventories, net (note 6)
|
2,127,530 | 3,485,585 | 106,268 | |||||||||||
Current portion of lease receivables (note 7)
|
| 6,690 | 204 | |||||||||||
Prepayments and other current assets
|
1,011,742 | 616,693 | 18,802 | |||||||||||
Deferred income tax assets current, net
(note 13)
|
12,163 | 36,405 | 1,110 | |||||||||||
Financial assets (note 16)
|
| 1,268,011 | 38,659 | |||||||||||
Total current assets
|
15,881,410 | 20,340,339 | 620,134 | |||||||||||
Property, plant and equipment (notes 7, 8, 9, 11 and
17)
|
||||||||||||||
Land
|
1,225,459 | 2,801,467 | 85,411 | |||||||||||
Buildings and structures
|
2,374,783 | 2,424,571 | 73,920 | |||||||||||
Machinery and equipment
|
26,546,487 | 59,669,447 | 1,819,190 | |||||||||||
Vehicles
|
2,913 | 2,913 | 89 | |||||||||||
Leased assets
|
| 135,996 | 4,146 | |||||||||||
Miscellaneous equipment
|
5,087,028 | 6,465,676 | 197,124 | |||||||||||
35,236,670 | 71,500,070 | 2,179,880 | ||||||||||||
Less: accumulated depreciation
|
(2,042,536 | ) | (10,130,631 | ) | (308,861 | ) | ||||||||
Construction in progress
|
18,349,418 | 4,770,603 | 145,445 | |||||||||||
Prepayment on land purchase
|
| 22,772 | 694 | |||||||||||
Net property, plant and equipment
|
51,543,552 | 66,162,814 | 2,017,158 | |||||||||||
Other assets:
|
||||||||||||||
Refundable deposits
|
46,661 | 28,544 | 870 | |||||||||||
Deferred charges
|
118,283 | 134,846 | 4,111 | |||||||||||
Lease receivables long-term (note 7)
|
| 338,788 | 10,329 | |||||||||||
Deferred income tax assets non-current, net
(note 13)
|
562,198 | 352,758 | 10,755 | |||||||||||
Total other assets
|
727,142 | 854,936 | 26,065 | |||||||||||
Total assets
|
$ | 68,152,104 | 87,358,089 | 2,663,357 | ||||||||||
F-70
2004 | 2005 | |||||||||||||
NTD | NTD | USD | ||||||||||||
Liabilities and Stockholders Equity | ||||||||||||||
Current liabilities:
|
||||||||||||||
Short-term loans (note 10)
|
$ | 2,481,500 | 2,323,300 | 70,832 | ||||||||||
Accounts payable
|
8,640,125 | 4,010,066 | 122,258 | |||||||||||
Accounts payable related parties (note 17)
|
131,039 | 55,212 | 1,683 | |||||||||||
Income tax payable
|
| 124,302 | 3,790 | |||||||||||
Accrued expenses (notes 12 and 16)
|
450,856 | 855,816 | 26,092 | |||||||||||
Other payables related parties (note 17)
|
284,521 | 86,253 | 2,630 | |||||||||||
Current portion of long-term loans (note 11)
|
| 6,431,636 | 196,086 | |||||||||||
Current portion of lease payables (note 9)
|
| 3,390 | 103 | |||||||||||
Other current liabilities
|
8,759 | 14,014 | 427 | |||||||||||
Total current liabilities
|
11,996,800 | 13,903,989 | 423,901 | |||||||||||
Long-term liabilities:
|
||||||||||||||
Long-term loans (note 11)
|
14,681,820 | 26,034,564 | 793,737 | |||||||||||
Lease payables long-term (note 9)
|
| 130,967 | 3,993 | |||||||||||
Total long-term liabilities
|
14,681,820 | 26,165,531 | 797,730 | |||||||||||
Other liabilities:
|
||||||||||||||
Accrued pension liabilities (note 12)
|
30,755 | 50,594 | 1,543 | |||||||||||
Guarantee deposits
|
577 | 1,691 | 52 | |||||||||||
Total other liabilities
|
31,332 | 52,285 | 1,595 | |||||||||||
Total liabilities
|
26,709,952 | 40,121,805 | 1,223,226 | |||||||||||
Stockholders equity (note 14):
|
||||||||||||||
Common stock
|
24,976,600 | 25,109,540 | 765,535 | |||||||||||
Capital surplus
|
15,548,660 | 15,548,660 | 474,045 | |||||||||||
Legal reserve
|
1,559 | 91,689 | 2,795 | |||||||||||
Special reserve
|
| 542,605 | 16,543 | |||||||||||
Retained earnings
|
915,333 | 5,943,790 | 181,213 | |||||||||||
Total stockholders equity
|
41,442,152 | 47,236,284 | 1,440,131 | |||||||||||
Commitments and contingencies (note 19)
|
||||||||||||||
Total liabilities and stockholders equity
|
$ | 68,152,104 | 87,358,089 | 2,663,357 | ||||||||||
F-71
2004 | 2005 | |||||||||||||
NTD | NTD | USD | ||||||||||||
Operating revenues (note 17)
|
||||||||||||||
Sales revenue
|
$ | 5,961,954 | 23,044,929 | 702,589 | ||||||||||
Sales returns
|
(161 | ) | (3,133 | ) | (96 | ) | ||||||||
Sales allowances
|
(963 | ) | (9,593 | ) | (292 | ) | ||||||||
Net operating revenues
|
5,960,830 | 23,032,203 | 702,201 | |||||||||||
Cost of goods sold (notes 17 and 22)
|
(3,912,658 | ) | (16,350,746 | ) | (498,498 | ) | ||||||||
Gross profit
|
2,048,172 | 6,681,457 | 203,703 | |||||||||||
Operating expenses (notes 17 and 22):
|
||||||||||||||
Administrative and general expenses
|
(1,395,577 | ) | (283,853 | ) | (8,654 | ) | ||||||||
Research and development expenses
|
(322,185 | ) | (658,134 | ) | (20,065 | ) | ||||||||
Total operating expenses
|
(1,717,762 | ) | (941,987 | ) | (28,719 | ) | ||||||||
Operating income
|
330,410 | 5,739,470 | 174,984 | |||||||||||
Non-operating income:
|
||||||||||||||
Interest income (note 7)
|
24,110 | 309,821 | 9,446 | |||||||||||
Gain on disposal of investments
|
85,648 | 4,532 | 138 | |||||||||||
Foreign exchange gain, net
|
551,248 | 676,797 | 20,634 | |||||||||||
Others (note 16)
|
12,966 | 306,754 | 9,352 | |||||||||||
Total non-operating income and gains
|
673,972 | 1,297,904 | 39,570 | |||||||||||
Non-operating expenses:
|
||||||||||||||
Interest expenses (excluding capitalized interest of NT$151,686
and NT$395,501 for 2004 and 2005, respectively) (note 16)
|
(91,322 | ) | (760,618 | ) | (23,190 | ) | ||||||||
Others (note 16)
|
(11,713 | ) | (9,637 | ) | (294 | ) | ||||||||
Total non-operating expenses and losses
|
(103,035 | ) | (770,255 | ) | (23,484 | ) | ||||||||
Income before income tax
|
901,347 | 6,267,119 | 191,070 | |||||||||||
Income tax expense (note 13)
|
(46 | ) | (337,361 | ) | (10,285 | ) | ||||||||
Net income
|
$ | 901,301 | 5,929,758 | 180,785 | ||||||||||
Basic earnings per share (note 15)
|
||||||||||||||
Before tax
|
$ | 0.51 | 2.50 | 0.08 | ||||||||||
After tax
|
$ | 0.51 | 2.36 | 0.07 | ||||||||||
F-72
Retained earnings | ||||||||||||||||||||||||||||||||
Accumulated loss | ||||||||||||||||||||||||||||||||
during the | ||||||||||||||||||||||||||||||||
development | Accumulated | |||||||||||||||||||||||||||||||
Common stock | Capital surplus | Legal reserve | Special reserve | stage | earnings | Total | ||||||||||||||||||||||||||
Balance as of January 1, 2004
|
NTD | 8,591,700 | 3,333,350 | | | 15,591 | | 11,940,641 | ||||||||||||||||||||||||
Appropriation and distribution:
|
||||||||||||||||||||||||||||||||
Appropriation for legal reserve
|
| | 1,559 | | (1,559 | ) | | | ||||||||||||||||||||||||
Issuance of common stock
|
16,384,900 | 12,215,310 | | | | | 28,600,210 | |||||||||||||||||||||||||
Cumulative net loss from January 1 to May 31, 2004
|
| | | | (237,597 | ) | | (237,597 | ) | |||||||||||||||||||||||
Accumulated loss
|
| | | | 223,565 | (223,565 | ) | | ||||||||||||||||||||||||
Net income from June 1, 2004 to December 31, 2004
|
| | | | | 1,138,898 | 1,138,898 | |||||||||||||||||||||||||
Balance as of December 31, 2004
|
NTD | 24,976,600 | 15,548,660 | 1,559 | | | 915,333 | 41,442,152 | ||||||||||||||||||||||||
Appropriation and distribution:
|
||||||||||||||||||||||||||||||||
Appropriation for legal reserve
|
| | 90,130 | | | (90,130 | ) | | ||||||||||||||||||||||||
Appropriation for special reserve
|
| | | 542,605 | | (542,605 | ) | | ||||||||||||||||||||||||
Remuneration for directors and supervisors
|
| | | | | (2,686 | ) | (2,686 | ) | |||||||||||||||||||||||
Bonus for employees
|
8,057 | | | | | (16,114 | ) | (8,057 | ) | |||||||||||||||||||||||
Bonus for stockholders
|
124,883 | | | | | (249,766 | ) | (124,883 | ) | |||||||||||||||||||||||
Net income for the year ended December 31, 2005
|
| | | | | 5,929,758 | 5,929,758 | |||||||||||||||||||||||||
Balance as of December 31, 2005
|
NTD | 25,109,540 | 15,548,660 | 91,689 | 542,605 | | 5,943,790 | 47,236,284 | ||||||||||||||||||||||||
Balance as of December 31, 2004
|
USD | 761,482 | 474,045 | 48 | | | 27,906 | 1,263,481 | ||||||||||||||||||||||||
Appropriation and distribution:
|
||||||||||||||||||||||||||||||||
Appropriation for legal reserve
|
| | 2,747 | | | (2,747 | ) | | ||||||||||||||||||||||||
Appropriation for special reserve
|
| | | 16,543 | | (16,543 | ) | | ||||||||||||||||||||||||
Remuneration for directors and supervisors
|
| | | | | (82 | ) | (82 | ) | |||||||||||||||||||||||
Bonus for employees
|
246 | | | | | (491 | ) | (245 | ) | |||||||||||||||||||||||
Bonus for stockholders
|
3,807 | | | | | (7,615 | ) | (3,808 | ) | |||||||||||||||||||||||
Net income for the year ended December 31, 2005
|
| | | | | 180,785 | 180,785 | |||||||||||||||||||||||||
Balance as of December 31, 2005
|
USD | 765,535 | 474,045 | 2,795 | 16,543 | | 181,213 | 1,440,131 | ||||||||||||||||||||||||
F-73
2004 | 2005 | |||||||||||||
NTD | NTD | USD | ||||||||||||
Cash flows from operating activities:
|
||||||||||||||
Net income
|
$ | 901,301 | 5,929,758 | 180,785 | ||||||||||
Depreciation
|
2,041,633 | 8,099,551 | 246,938 | |||||||||||
Amortization of deferred charges
|
12,269 | 6,995 | 214 | |||||||||||
Amortization of deferred charges bank loan syndication fees
|
| 29,170 | 889 | |||||||||||
Unrealized foreign currency exchange gain, net
|
(549,374 | ) | (280,665 | ) | (8,557 | ) | ||||||||
Realized interest revenue from capital lease
|
| (10,133 | ) | (309 | ) | |||||||||
Realized interest expense from capital lease
|
| 1,513 | 46 | |||||||||||
Gain on disposal of short-term investments
|
(85,648 | ) | (4,532 | ) | (138 | ) | ||||||||
Amortization of deferred forward exchange premium
|
| (287,851 | ) | (8,776 | ) | |||||||||
Increase in accounts receivable related parties
|
(2,634,669 | ) | (2,554,838 | ) | (77,891 | ) | ||||||||
Decrease (increase) in other receivables
|
(40,841 | ) | 106,119 | 3,235 | ||||||||||
Increase in inventories
|
(2,095,342 | ) | (1,358,055 | ) | (41,404 | ) | ||||||||
Decrease in lease receivables
|
| 10,291 | 314 | |||||||||||
Decrease (increase) in prepayments and other current assets
|
(940,582 | ) | 395,049 | 12,044 | ||||||||||
(Decrease) increase in accounts payable
|
492,165 | 804,060 | 24,514 | |||||||||||
Decrease in accounts payable related parties
|
(160,139 | ) | (71,320 | ) | (2,174 | ) | ||||||||
Increase in tax payables
|
| 124,357 | 3,791 | |||||||||||
Increase in accrued expenses
|
350,970 | 407,478 | 12,423 | |||||||||||
(Decrease) increase in other payables related parties
|
254,113 | (198,268 | ) | (6,045 | ) | |||||||||
Decrease in lease payables
|
| (3,152 | ) | (96 | ) | |||||||||
Increase in other current liabilities
|
6,182 | 5,255 | 160 | |||||||||||
Increase in accrued pension liability
|
15,038 | 19,839 | 605 | |||||||||||
Decrease in deferred income tax assets, net
|
9 | 185,198 | 5,646 | |||||||||||
Net cash provided by (used in) operating activities
|
(2,432,915 | ) | 11,355,819 | 346,214 | ||||||||||
Cash flows from investing activities:
|
||||||||||||||
Increase in short-term investments
|
4,822,138 | 4,532 | 138 | |||||||||||
Purchases of property, plant and equipment
|
(37,915,757 | ) | (28,313,919 | ) | (863,229 | ) | ||||||||
Increase in deferred charges
|
(123,218 | ) | (52,728 | ) | (1,608 | ) | ||||||||
Decrease (increase) in refundable deposits
|
(13,574 | ) | 18,117 | 552 | ||||||||||
Net cash used in investing activities
|
(33,230,411 | ) | (28,343,998 | ) | (864,147 | ) | ||||||||
Cash flows from financing activities:
|
||||||||||||||
(Decrease) increase in short-term loans
|
1,728,852 | (158,200 | ) | (4,823 | ) | |||||||||
Increase in long-term loans
|
15,270,954 | 17,285,096 | 526,985 | |||||||||||
Increase in capital
|
28,600,210 | | | |||||||||||
Decrease in advance receipts for stock
|
| | | |||||||||||
Increase in guarantee deposits
|
448 | 1,114 | 34 | |||||||||||
Cash dividends
|
| (124,611 | ) | (3,799 | ) | |||||||||
Bonus for employees
|
| (8,057 | ) | (246 | ) | |||||||||
Remuneration of directors and supervisors
|
| (2,686 | ) | (82 | ) | |||||||||
Net cash provided by financing activities
|
45,600,464 | 16,992,656 | 518,069 | |||||||||||
Effect of foreign currency exchange translation
|
(38,322 | ) | (162,098 | ) | (4,942 | ) | ||||||||
Increase (decrease) in cash and cash equivalents
|
9,898,816 | (157,621 | ) | (4,806 | ) | |||||||||
Cash and cash equivalents at beginning of year
|
81,373 | 9,980,189 | 304,275 | |||||||||||
Cash and cash equivalents at end of year
|
$ | 9,980,189 | 9,822,568 | 299,469 | ||||||||||
Supplemental cash flow information:
|
||||||||||||||
Income tax paid
|
$ | 2,351 | 27,860 | 849 | ||||||||||
Interest paid (excluding capitalized interest)
|
$ | 122,644 | 972,201 | 29,640 | ||||||||||
Non-cash investing and financing activities:
|
||||||||||||||
Classification of current portion of long-term loans from
long-term loans
|
$ | | 6,431,636 | 196,086 | ||||||||||
Lease payables and leased assets resulting from lease agreement
|
$ | | 135,996 | 4,146 | ||||||||||
Lease receivables and leased assets transferred resulting from
lease agreement
|
$ | | 345,637 | 10,538 | ||||||||||
F-74
(1) | Organization and Principal Activities |
(2) | Summary of Significant Accounting Policies |
(a) Foreign currency transactions and translation | |
The Companys reporting currency is the New Taiwan Dollar. Foreign currency transactions during the year are translated at the exchange rates on the transaction dates. Foreign currency-denominated assets and liabilities are translated into New Taiwan Dollar at the exchange rate prevailing on the balance sheet date, and the resulting realized and unrealized gains or losses are recognized as non-operating income or expenses. | |
(b) Convenience translation into U.S. dollars | |
The financial statements are stated in New Taiwan Dollars. Translation of the 2005 New Taiwan Dollar amounts into U.S. dollar amounts is included solely for the convenience of the readers, using the Federal Reserve exchange rate on December 30, 2005, of NT$32.8 to US$1 uniformly for all the financial statements accounts. The convenience translations should not be construed as representations that the New Taiwan Dollar amounts have been, could have been, or could in the future be, converted into U.S. dollars at this rate or any other rate of exchange. | |
(c) Cash equivalents | |
Cash and cash equivalents consist of cash on hand, cash in banks, time deposits, negotiable time deposits and other cash equivalents. Other cash equivalents represent highly liquid debt instruments with a maturity period of less than three months, such as commercial paper, repurchased government bond and other highly liquid investments which do not have a significant level of market or credit risk from potential interest rate changes. | |
(d) Short-term investments | |
Short-term investments consist mainly of bond funds, which are stated at the lower of aggregate cost or market value. Aggregate cost is determined by the weighted-average method. Market value is the listed net value of the fund at the balance sheet date. Losses resulting from a decline in market value are recognized in the income statement of the current period. |
F-75
(e) Inventories | |
Inventories are stated at the lower of cost or market value. Cost is determined by using the monthly weighted-average method. Market value represents replacement cost or net realizable value. | |
(f) Property, plant and equipment/ Depreciation | |
Property, plant and equipment are stated at cost. The cost less accumulated depreciation is the net book value. Interest from borrowings obtained to finance the construction of property, plant and equipment is capitalized. Maintenance and repairs are expensed when incurred; major addition, improvement and replacement expenditures are capitalized. | |
Depreciation of property, plant and equipment is provided over their estimated useful lives by using the straight-line method. Assets still in service after reaching the end of their estimated useful lives are depreciated based on the residual value over their re-estimated useful lives. The useful lives of the assets are as follows: |
(i) Buildings and structures: 8-50 years. | |
(ii) Vehicles: 5 years. | |
(iii) Machinery and equipment: 3-5 years. | |
(iv) Leased assets: 23.7 years. | |
(v) Miscellaneous equipment: 5-15 years. |
Gains or losses on disposal of property, plant and equipment are recorded as non-operating income or expenses. | |
(g) Leases | |
A lease is deemed to be a capital lease if it conforms to any one of the following classification criteria: |
(i) | the lease transfers ownership of the leased assets to the lessee by the end of the lease term; | |
(ii) | the lease contains a bargain purchase option; | |
(iii) | the lease term is equal to 75% or more of the total estimated economic life of the leased assets; this criterion should not be applied to leases in which the leased asset has been used for more than 75% of its estimated economic life before the lease begins; | |
(iv) | The present value of the rental plus the bargain purchase price or the guaranteed residual value is at least 90% of the fair market value of the leased assets at the inception date of the lease. |
For the lessor, a capital lease must also conform to any one of the four classification criteria specified above and both of the following two further criteria: |
(i) | collectibility of the lease payments is reasonably predictable; and | |
(ii) | no important uncertainties surround the amount of unreimbursable costs yet to be incurred by the lessor under the lease. |
Under a capital lease, the Company, as the lessee, capitalizes the leased assets based on (a) the present value of all future installment rental payments (minus executory costs born by lessor) plus the bargain purchase price or lessees guaranteed residual value or (b) the fair market value of leased assets |
F-76
at the lease inception date, whichever is lower. The depreciation period is restricted to the lease term, rather than the estimated useful life of the assets, unless the lease provides for transfer of title or includes a bargain purchase option. | |
Under a capital lease, the Company, as the lessor, records all installments plus the bargain purchase price or guaranteed residual value as the lease receivables. The implicit interest rate is used to calculate the present value of lease receivables as the cost of leased assets transferred. The difference between the total amount of lease receivables and the cost of leased assets transferred is recognized as unrealized interest income and is then recognized as realized interest income using the interest method over the lease term. | |
(h) Deferred charges |
(i) | Any charges and consulting fees related to the syndicated loans are deferred and amortized over the loan terms. |
(ii) | Power line compensation and the royalty paid to the Industrial Technology Research Institute are deferred and amortized over the estimated useful lives or the agreement terms. |
(i) Employee retirement plan | |
The Company has established an employee noncontributory defined benefit retirement plan (the Plan) covering full-time employees in the Republic of China. In accordance with the Plan, employees are eligible for retirement or are required to retire after meeting certain age or service requirements. Payments of retirement benefits are based on years of service and the average salary for the last six months before the employees retirement. Each employee gets 2 months salary for each service year for the first 15 years, and 1 months salary for each service year thereafter. A lump-sum retirement benefit is paid through the retirement fund. | |
Starting from July 1, 2005, the enforcement date of the newly enacted Labor Pension Act (the New Act), those employees who adopt the defined contribution plan are stipulated as follows: |
(i) | employees who originally adopted the Plan and opt to be subject to the pension mechanism under the New Act; |
(ii) | employees who commenced working after the enforcement date of the New Act. |
In accordance with the New Act, the rate of contribution by an employer to an individual labor pension fund account per month shall not be less than 6% of the workers monthly wages. | |
The Company has adopted Republic of China Statement of Financial Accounting Standards (SFAS) No. 18, Accounting for Pensions for the noncontributory defined benefit retirement plan. SFAS No. 18 requires an actuarial calculation of the Companys pension obligation as of each fiscal year-end. Based on the actuarial calculation, the Company recognizes a minimum pension liability and net periodic pension costs covering the service lives of the retirement plan participants. | |
(j) Revenue recognition | |
Revenue is generally recognized when products are delivered to customers and the significant risks and rewards of ownership are transferred. Repair income is recognized when the services are provided. |
F-77
Revenue is generally recognized when it is realized or realizable and earned when all of the following criteria are met: |
(i) persuasive evidence of an arrangement exists, | |
(ii) delivery has occurred or services have been rendered, | |
(iii) the sellers price to the buyer is fixed or determinable, and | |
(iv) collectibility is reasonably assured. |
(k) Income tax | |
Income taxes are accounted for using the asset and liability method. Deferred income tax is determined based on differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect during the years in which the differences are expected to reverse. The income tax effects of taxable temporary differences are recognized as deferred income tax liabilities. The income tax effects resulting from deductible temporary differences, net operating loss carryforwards, and income tax credits are recognized as deferred income tax assets. The realization of the deferred income tax assets is evaluated, and if it is considered more likely than not that the asset will not be realized, a valuation allowance is recognized accordingly. | |
The classification of deferred income tax assets and liabilities as current or noncurrent is based on the classification of the related asset or liability. If the deferred income tax asset or liability is not directly related to a specific asset or liability, then the classification is based on the expected realization date of the asset or liability. | |
A tax imputation system was adopted in accordance with the amended ROC Income Tax Law. Under this system, the Company may retain the earnings incurred after December 31, 1997, by paying 10% surtax on such undistributed earnings, calculated on tax basis, and the surtax is accounted for as income tax expense on the date when the stockholders resolve not to distribute the earnings. | |
(l) Earnings (loss) per common share | |
Earnings (loss) per share are computed by dividing the net income (loss) made available for distribution to common stockholders by the weighted-average number of shares outstanding which is retroactively adjusted to include stock dividends issued during the period. | |
(m) Derivative financial instruments |
(i) Foreign exchange forward contracts | |
Foreign exchange forward contracts which are entered into for the purpose of hedging the risks of exchange rate fluctuation on foreign currency receivables and payables are translated into New Taiwan Dollars using spot rates on the balance sheet date. The resulting translation difference is recorded as an exchange gain or loss in the accompanying statements of income. The difference between the forward rate and spot rate at the contract date is amortized over the contract period. | |
(ii) Interest rate swap contracts | |
Because there is no physical transfer of principal, only memo entries of notional principals are made for interest rate swaps. For trading swaps, the differences between the present and market values of interest receivables or payables arising thereon are reported as unrealized gains or losses on derivative instruments. For non-trading swaps, interest is accrued based on contract terms with interest revenue and expense recognized in the same period that the hedged items affect earnings. |
F-78
(iii) Cross currency swaps (CCSs) | |
Memo entries of notional principals are made on the contract date for cross-currency swaps. Forward accounts receivables are offset against payables on the balance sheet date, with the difference reflected either as an asset or a liability. For trading swaps, gains or losses on the differences between the present and market value of principal and interests in New Taiwan Dollars, are recognized as unrealized gains or losses. For non-trading swaps, interest is accrued based on contract terms and principal repayment period, with interest revenue and expense recognized in the same period that the hedged items affect earnings. |
(n) Asset impairment | |
Effective January 1, 2005, the Company adopted Republic of China Statement of Financial Accounting Standards No. 35 (ROC SFAS 35) Accounting for Asset Impairment. According to SFAS No. 35, the Company assesses at each balance sheet date whether there is any indication that an asset (individual asset or cash-generating unit) may have been impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. The Company recognizes impairment loss for an asset whose carrying value is higher than the recoverable amount. | |
The Company reverses an impairment loss recognized in prior periods for assets if there is any indication that the impairment loss recognized no longer exists or has decreased. The carrying value after the reversal should not exceed the recoverable amount or the depreciated or amortized balance of the assets assuming no impairment loss was recognized in prior periods. | |
(o) Basis for classifying assets and liabilities as current or non-current | |
Current assets are cash and other assets that a business will convert to cash or use up in a relatively short period of time one year or one operating cycle, whichever is longer. Current liabilities are debts due within one year or one operating cycle, whichever is longer. |
(3) | Reasons for and Cumulative Effect of Accounting Principle Changes |
F-79
(4) | Revenues and expenses during development stage |
2004.1.1-2004.5.30 | 2002.12.17-2003.12.31 | ||||||||
NTD | NTD | ||||||||
Operating revenue
|
$ | | | ||||||
Cost of goods sold
|
| | |||||||
Gross profit
|
| | |||||||
Administrative expenses
|
(1,452,163 | ) | (566,506 | ) | |||||
Net loss
|
(1,452,163 | ) | (566,506 | ) | |||||
Non-operating income
|
|||||||||
Interest income
|
1,171 | 4,417 | |||||||
Gain on disposal of investment
|
15,825 | 20,737 | |||||||
Exchange gain, net
|
231,209 | 5,259 | |||||||
Other income
|
3,633 | 773 | |||||||
251,838 | 31,186 | ||||||||
Non-operating expenses
|
|||||||||
Interest expenses
|
(40,420 | ) | (23,336 | ) | |||||
Other expenses
|
(788 | ) | (30 | ) | |||||
(41,208 | ) | (23,366 | ) | ||||||
Loss before income tax
|
(1,241,533 | ) | (558,686 | ) | |||||
Income tax benefit
|
1,003,936 | 574,277 | |||||||
Net (loss) income
|
$ | (237,597 | ) | 15,591 | |||||
2004 | 2005 | |||||||||||
NTD | NTD | USD | ||||||||||
Cash on hand and petty cash
|
$ | 130 | 160 | 5 | ||||||||
Cash in bank checking account
|
4,159 | 5,346 | 163 | |||||||||
Cash in bank demand deposit account
|
7,616,966 | 5,143 | 157 | |||||||||
Cash in bank foreign currency account
|
600,106 | 546,761 | 16,670 | |||||||||
Time deposit
|
1,758,828 | 9,265,158 | 282,474 | |||||||||
Total
|
$ | 9,980,189 | 9,822,568 | 299,469 | ||||||||
F-80
(6) | Inventories |
2004 | 2005 | |||||||||||
NTD | NTD | USD | ||||||||||
Raw material
|
$ | 541,186 | 557,814 | 17,007 | ||||||||
Supplies
|
379,428 | 468,803 | 14,293 | |||||||||
Work in process
|
1,188,247 | 2,341,178 | 71,377 | |||||||||
Finished goods
|
130 | 9,394 | 286 | |||||||||
Inventory in transit
|
18,539 | 108,396 | 3,305 | |||||||||
Total
|
$ | 2,127,530 | 3,485,585 | 106,268 | ||||||||
(a) | The insurance coverage for inventories amounted to NT$2,412,642 and NT$3,245,671 as of December 31, 2004 and 2005, respectively. |
(7) | Lease Receivables |
2005 | ||||||||||||||||
Current | Non-current | |||||||||||||||
NTD | USD | NTD | USD | |||||||||||||
Gross lease receivables
|
$ | 26,756 | 816 | 691,540 | 21,084 | |||||||||||
Less: Unrealized interest revenue
|
(20,066 | ) | (612 | ) | (352,752 | ) | (10,755 | ) | ||||||||
Net lease receivables
|
$ | 6,690 | 204 | 338,788 | 10,329 | |||||||||||
F-81
Capital lease | Operating lease | |||||||||||||||
Duration | NTD | USD | NTD | USD | ||||||||||||
2006.1.1-2006.12.31
|
$ | 24,698 | 753 | 3,719 | 113 | |||||||||||
2007.1.1-2007.12.31
|
24,698 | 753 | 3,719 | 113 | ||||||||||||
2008.1.1-2008.12.31
|
24,698 | 753 | 3,719 | 113 | ||||||||||||
2009.1.1-2009.12.31
|
24,698 | 753 | 3,719 | 113 | ||||||||||||
2010.1.1-2034.12.31
|
617,447 | 18,825 | 92,964 | 2,834 | ||||||||||||
$ | 716,239 | 21,837 | 107,840 | 3,286 | ||||||||||||
(8) | Property, Plant and Equipment/ Depreciation |
2004 | 2005 | |||||||||||
NTD | NTD | USD | ||||||||||
Buildings and structures
|
$ | 24,756 | 99,863 | 3,045 | ||||||||
Machinery and equipment
|
1,845,574 | 9,219,024 | 281,067 | |||||||||
Vehicles
|
239 | 725 | 22 | |||||||||
Leased assets
|
| 2,873 | 88 | |||||||||
Miscellaneous equipment
|
171,967 | 808,146 | 24,639 | |||||||||
Total
|
$ | 2,042,536 | 10,130,631 | 308,861 | ||||||||
(a) | All construction in progress is insured, and the insurance coverage thereon amounted to NT$60,354,152 and NT$35,778,787 as of December 31, 2004 and 2005, respectively. | |
(b) | As of December 31, 2004 and 2005, the insurance coverage on the buildings and equipment against fire loss amounted to NT$33,186,671 and NT$67,533,079, respectively. | |
(c) | In March 2005, the Company purchased two parcels of land numbered 350 and 351 located in Hwa-Ya, Kueishan, Taoyuan County, for NT$28,465 from the Land Readjustment Committee in Kueishan, Taoyuan County. As of December 31, 2005, the Company had paid NT$22,772, which was recorded as a prepayment on land purchase. | |
(d) | As of December 31, 2005, the insurance coverage for losses on business interruption amounted to NT$13,658,519. | |
(e) | The property, plant and equipment pledged to secure bank loans as of December 31, 2004 and 2005, were described in note 11. |
(a) | The Company signed a long-term lease agreement with NTC to lease a portion of the building and land located on the land numbered 348, 348-2 and 348-4, Hwa-Ya Section, Kueishan Valley, Taoyuan County. The lease took effect on July 1, 2005, and remains effective until February 28, 2029 (including the period when the agreement can be automatically extended), a total of 284 months. The lease agreement for the building is treated as a capital lease because (a) the present value of the periodic rental payments made since the inception date is at least 90% of the |
F-82
market value of the leased assets and (b) the lease term is equal to 75% of or more of the total estimated economic life of the leased assets. The land is treated as an operating lease. The monthly rents for the leased building and land were NT$775 and NT$357, respectively. |
(b) | The total amount of lease payables for the capital lease of the building was NT$135,996; the implicit interest rate was 4.46%. The fair value of the leased assets was NT$135,996. The details were as follows: |
2005.12.31 | ||||||||
NTD | USD | |||||||
Lease payables
|
$ | 134,357 | 4,096 | |||||
Less: Current portion of lease payables
|
(3,390 | ) | (103 | ) | ||||
$ | 130,967 | 3,993 | ||||||
(c) | For the year ended December 31, 2005, the lease expense for the operating lease for land was NT$2,141, which was fully paid. | |
(d) | Future lease payments (excluding interest component) classified as capital lease or operating lease as of December 31, 2005, were as follows: |
Duration | Capital lease | Operating lease | ||||||||||||||
NTD | USD | NTD | USD | |||||||||||||
2006.1.1-2006.12.31
|
$ | 3,390 | 103 | 4,282 | 131 | |||||||||||
2007.1.1-2007.12.31
|
3,544 | 108 | 4,282 | 131 | ||||||||||||
2008.1.1-2008.12.31
|
3,706 | 113 | 4,282 | 131 | ||||||||||||
2009.1.1-2009.12.31
|
3,874 | 118 | 4,282 | 131 | ||||||||||||
2010.1.1-2029.02.28
|
119,843 | 3,654 | 82,068 | 2,502 | ||||||||||||
$ | 134,357 | 4,096 | 99,196 | 3,026 | ||||||||||||
(10) | Short-term Loans |
2004 | 2005 | |||||
NTD | NTD | USD | ||||
Unsecured borrowings
|
$2,481,500 | 2,323,300 | 70,832 | |||
F-83
(11) | Long-term Loans |
2004 | ||||||||||||||||
Bank | Repayment period | Nature | Interest rate | NTD | ||||||||||||
Taiwan Cooperative Bank (the managing bank)
|
February 2, 2006- February 2, 2009 |
Machinery loan | 1.1725%-2.5793% | $ | 8,298,420 | |||||||||||
I.C.B.C. (the managing bank)
|
November 15, 2006- November 15, 2009 |
Machinery loan | 3.1607%-3.4567% | 6,383,400 | ||||||||||||
$ | 14,681,820 | |||||||||||||||
2005 | ||||||||||||||||||||
Bank | Repayment period | Nature | Interest rate | NTD | USD | |||||||||||||||
Taiwan Cooperative Bank (the managing bank)
|
February 2, 2006- February 2, 2009 |
Machinery loan | 4.6214%-4.7688% | $ | 8,541,000 | 260,396 | ||||||||||||||
I.C.B.C. (the managing bank)
|
November 15, 2006- November 15, 2009 |
Machinery loan | 5.3488% | 22,075,200 | 673,025 | |||||||||||||||
I.C.B.C. (the managing bank)
|
November 15, 2006- November 15, 2009 |
Machinery loan | 2.4260% | 1,850,000 | 56,402 | |||||||||||||||
32,466,200 | 989,823 | |||||||||||||||||||
Less: Current portion of long-term loans
|
(6,431,636 | ) | (196,086 | ) | ||||||||||||||||
$ | 26,034,564 | 793,737 | ||||||||||||||||||
(a) | Credit line: US$260,000. | |
(b) | Interest rate: USD 3-month or 6-month London Inter-bank Offered Rate (LIBOR) plus margin. | |
(c) | Duration: 5 years. | |
(d) | Repayment: The principal is payable in 7 semi-annual installments starting from 24 months after the first drawing date. | |
(e) | The long-term loan is secured by machinery. As of December 31, 2004 and 2005, the net book value of the pledged assets amounted to NT$11,654,503 and NT$9,625,951, respectively. |
(f) | This long-term borrowing was guaranteed by Nan Ya Plastics Corporation. |
(g) | The Company has issued a promissory note for the syndicated loan. |
F-84
(a) | Credit line: US$672,000 and NT$5,700,000. | |
(b) | Interest rate for Tranche A: USD 3-month or 6-month London Inter-bank Offered Rate (LIBOR) plus margin. | |
(c) | Interest rate for Tranche B: The 180-day commercial paper rate in the primary market which appears on Moneyline Telerate, plus margin. | |
(d) | Duration: 5 years. | |
(e) | Repayment: The principal is payable in 7 semi-annual installments starting from 24 months after the first drawing date. | |
(f) | This long-term debt is secured by buildings and machinery. As of December 31, 2005, the net book value of the pledged assets amounted to NT$17,949,184. | |
(g) | This long-term borrowing was guaranteed by Nan Ya Plastics Corporation. | |
(h) | The Company has issued a promissory note for this syndicated loan. |
(12) | Accrued Pension Liability |
2004 | 2005 | ||||||||||||
NTD | NTD | USD | |||||||||||
Balance of the retirement fund
|
$ | 12,637 | 29,193 | 890 | |||||||||
The net pension costs
|
|||||||||||||
Defined benefit retirement plan
|
30,094 | 35,317 | 1,077 | ||||||||||
Defined contribution plan
|
| 23,482 | 716 | ||||||||||
Accrued pension expenses
|
| 12,265 | 374 | ||||||||||
Accrued pension liabilities
|
30,755 | 50,594 | 1,543 |
(a) | The Company adopted Republic of China Statement of Financial Accounting Standards No. 18, Accounting for Pensions for those employees covered by the non-contributory defined benefit retirement plan. The Company recognizes a minimum pension liability based on the actuarial report, which uses the balance sheet date as the measurement date. |
F-85
(b) | The following table sets forth the details of the reconciliation of funded status to accrued pension liability on December 31, 2004 and 2005: |
2004 | 2005 | ||||||||||||
NTD | NTD | USD | |||||||||||
Benefit obligation:
|
|||||||||||||
Vested benefit obligation
|
$ | (1,589 | ) | (4,227 | ) | (129 | ) | ||||||
Non-vested benefit obligation
|
(33,262 | ) | (54,372 | ) | (1,658 | ) | |||||||
Accumulated benefit obligation
|
(34,851 | ) | (58,599 | ) | (1,787 | ) | |||||||
Projected compensation increase
|
(38,746 | ) | (65,607 | ) | (2,000 | ) | |||||||
Projected benefit obligation
|
(73,597 | ) | (124,206 | ) | (3,787 | ) | |||||||
Fair value of plan assets
|
15,132 | 31,115 | 949 | ||||||||||
Funded status
|
(58,465 | ) | (93,091 | ) | (2,838 | ) | |||||||
Unamortized pension gain or losses
|
27,710 | 42,497 | 1,295 | ||||||||||
Accrued pension liability
|
$ | (30,755 | ) | (50,594 | ) | (1,543 | ) | ||||||
(c) | As of December 31, 2004 and 2005, the actuarial present value of the vested benefits for the Companys employees in accordance with the retirement benefit plan was approximately NT$1,835 and NT$4,609, respectively. Major assumptions used to determine the pension plan funded status as of December 31, 2004 and 2005, were as follows: |
2004 | 2005 | |||||||
Discount rate
|
3.00% | 3.00% | ||||||
Rate of increase in compensation
|
3.00% | 3.00% | ||||||
Expected long-term rate of return on plan assets
|
3.00% | 3.00% |
(13) | Income Tax |
(a) | The Companys earnings are subject to income tax at a statutory rate of 25%. For the years ended December 31, 2004 and 2005, the components of income tax expense were as follows: |
2004 | 2005 | |||||||||||
NTD | NTD | USD | ||||||||||
Income tax expense current
|
$ | 46 | 152,162 | 4,639 | ||||||||
Income tax expense deferred
|
| 185,199 | 5,646 | |||||||||
Income tax expense
|
$ | 46 | 337,361 | 10,285 | ||||||||
(b) | The differences between expected income tax expense calculated at a statutory income tax rate of 25% and the actual income tax as reported in the accompanying financial statements for the years ended December 31, 2004 and 2005, were summarized as follows: |
2004 | 2005 | |||||||||||
NTD | NTD | USD | ||||||||||
Income tax calculated based on financial pretax income
|
$ | 225,327 | 1,566,770 | 47,767 | ||||||||
Tax effect of tax-free income from income tax holiday
|
| (1,269,719 | ) | (38,711 | ) | |||||||
Increase in income tax credit for purchasing machinery and
equipment
|
(3,480,741 | ) | (3,353,698 | ) | (102,248 | ) |
F-86
2004 | 2005 | |||||||||||
NTD | NTD | USD | ||||||||||
Differences between estimated and actual income tax expense
filing
|
(85 | ) | 263,056 | 8,020 | ||||||||
Tax-exempt securities
|
(21,412 | ) | (985 | ) | (30 | ) | ||||||
Increase in valuation allowance for deferred income tax assets
|
3,276,911 | 3,123,694 | 95,235 | |||||||||
10% surtax on undistributed earnings
|
| 7,862 | 240 | |||||||||
Income tax expense imposed separately
|
46 | 381 | 12 | |||||||||
Income tax expense
|
$ | 46 | 337,361 | 10,285 | ||||||||
2004 | 2005 | |||||||||||
NTD | NTD | USD | ||||||||||
Current:
|
||||||||||||
Deferred income tax assets
|
23,744 | 66,267 | 2,020 | |||||||||
Deferred income tax liabilities
|
(11,581 | ) | (29,862 | ) | (910 | ) | ||||||
Current deferred income tax assets, net
|
$ | 12,163 | 36,405 | 1,110 | ||||||||
Non-current:
|
||||||||||||
Deferred income tax assets
|
$ | 4,182,020 | 7,194,031 | 219,331 | ||||||||
Valuation allowance for deferred income tax assets
|
(3,472,538 | ) | (6,596,233 | ) | (201,105 | ) | ||||||
Deferred income tax assets, net
|
709,482 | 597,798 | 18,226 | |||||||||
Deferred income tax liabilities
|
(147,284 | ) | (245,040 | ) | (7,471 | ) | ||||||
Non-current deferred income tax assets, net
|
$ | 562,198 | 352,758 | 10,755 | ||||||||
Total deferred income tax assets, gross
|
$ | 4,205,764 | 7,260,298 | 221,351 | ||||||||
Total deferred income tax liabilities, gross
|
$ | 158,865 | 274,902 | 8,381 | ||||||||
Total valuation allowance for deferred income tax assets
|
$ | 3,472,538 | 6,596,233 | 201,105 | ||||||||
F-87
(d) | As of December 31, 2004 and 2005, the components of deferred income tax assets or liabilities were as follows: |
2004 | 2005 | ||||||||||||||||||||||||
NTD | NTD | USD | |||||||||||||||||||||||
Effects on | Effects on | Effects on | |||||||||||||||||||||||
Amount | income tax | Amount | income tax | Amount | income tax | ||||||||||||||||||||
Deferred income tax assets:
|
|||||||||||||||||||||||||
Investment tax credit
|
$ | 4,105,880 | 4,105,880 | 7,023,377 | 7,023,377 | 214,127 | 214,127 | ||||||||||||||||||
Difference in depreciation expense for tax purposes and
financial accounting purposes
|
13,075 | 3,269 | 8,030 | 2,008 | 245 | 61 | |||||||||||||||||||
Pension expense in excess of tax limit
|
32,056 | 8,014 | 50,594 | 12,648 | 1,543 | 386 | |||||||||||||||||||
Loss carryforwards
|
189,657 | 47,414 | | | | | |||||||||||||||||||
Unrealized foreign exchange loss
|
86,083 | 21,521 | 818,944 | 204,736 | 24,968 | 6,242 | |||||||||||||||||||
Unrealized operating expense
|
78,665 | 19,666 | 70,114 | 17,529 | 2,138 | 535 | |||||||||||||||||||
Deferred income tax assets, gross
|
4,205,764 | 7,260,298 | 221,351 | ||||||||||||||||||||||
Deferred income tax liabilities:
|
|||||||||||||||||||||||||
Unrealized foreign exchange gain
|
$ | 635,458 | 158,864 | 1,099,609 | 274,902 | 33,525 | 8,381 | ||||||||||||||||||
(e) | Under the ROC Statute for Upgrading Industries, the Companys unused investment tax credits as of December 31, 2005, were as follows: |
Remaining deductible | ||||||||||||
Year | Amount | Amount | Expiry Year | |||||||||
NTD | USD | |||||||||||
Investment tax credit for purchasing machinery and equipment:
|
||||||||||||
2003
|
$ | 427,988 | 13,048 | 2007 | ||||||||
2004
|
3,241,691 | 98,832 | 2008 | |||||||||
2005
|
3,353,698 | 102,247 | 2009 | |||||||||
$ | 7,023,377 | 214,127 | ||||||||||
(f) | The Companys income tax returns have not been examined or assessed yet by the ROC tax authority. | |
(g) | Imputation credit account (ICA) and creditable ratio |
(h) | As of December 31, 2004 and 2005, the balance of the Companys ICA amounted to NT$196 and NT$27,822, respectively. The Companys creditable ratio related to 2005 was 0.06%. There were no undistributed earnings belonging to the years before 1997. |
(i) | The stockholders approved a resolution during their meetings on June 29, 2005, and October 18, 2004, to allow the Company to avail itself of the Income Tax Holiday for investment projects under |
F-88
Article 9 of the Statute for Upgrading Industries. The Company has availed itself of the five-year Income Tax Holiday commencing from January 1, 2005 and June 1, 2005, respectively, for the taxable income that is derived only from the sale of products produced from its Fab 1-Phases 1 and 2 investment project. This income tax holiday reduced the Companys effective income tax rate to as low as 5% in 2005. As of December 31, 2005, the exemption from profit-seeking enterprise income tax (Income Tax Holiday) under Article 9 of the Statute for Upgrading Industries for the aforesaid investment projects had the following duration. |
Duration of Income Tax Holiday | ||
Inotera Fab-1 Phase 1
|
January 2005-December 2009 | |
Inotera Fab-1 Phase 2
|
June 2005-May 2009 |
2004 | 2005 | |||||
NTD | NTD | USD | ||||
Paid-in capital in excess of par value
|
$15,548,660 | 15,548,660 | 474,045 | |||
(i) | 0.1%-1% as bonuses for directors and supervisors |
F-89
(ii) | 1%-8% as employee bonuses | |
(iii) | The remainder as dividends and bonuses for stockholders, distributed in the form of cash dividends and/or stock dividends. |
(i) | Legal reserve (10% of net income): NT$90,130 | |
(ii) | Voluntary reserve: NT$542,605 | |
(iii) | Remuneration of directors and supervisors: NT$2,686 | |
(iv) | Employees bonus cash: NT$8,057 | |
(v) | Employees bonus stock: NT$8,057 | |
(vi) | Stockholders dividend stock (0.05 NT dollar per share): NT$124,883 | |
(vii) | Stockholders dividend cash (0.05 NT dollar per share): NT$124,883 |
2004 | ||||||||||||||||||||
Amount | Earnings per share | |||||||||||||||||||
Income before | Income after | Total shares | Before | After | ||||||||||||||||
income tax | income tax | outstanding | income tax | income tax | ||||||||||||||||
Basic earnings per share retroactively adjusted
|
$ | 901,347 | 901,301 | 1,767,217 | 0.51 | 0.51 | ||||||||||||||
F-90
2005 | ||||||||||||||||||||
Amount | Earnings per share | |||||||||||||||||||
Income before | Income after | Total shares | Before | After | ||||||||||||||||
income tax | income tax | outstanding | income tax | income tax | ||||||||||||||||
NTD | ||||||||||||||||||||
Basic earnings per share retroactively adjusted
|
$ | 6,267,119 | 5,929,758 | 2,510,954 | 2.50 | 2.36 | ||||||||||||||
USD | ||||||||||||||||||||
Basic earnings per share retroactively adjusted
|
$ | 191,070 | 180,785 | 2,510,954 | 0.08 | 0.07 | ||||||||||||||
(i) | In July 2004, the Company entered into two Euro forward exchange contracts to hedge the risk of Euro payments with Chinatrust Commercial Bank and Taishin International Bank, respectively. The foreign exchange loss thereon amounted to NT$1,387, which was recorded under other losses on the income statement. These contracts had the same notional amount of EUR4,000 thousand and were settled in advance on August 9, 2004. | |
(ii) | The Company entered into four interest rate swap agreements with Taipei Fubon Bank and three other banks to hedge the risk from fluctuations of interest rates for foreign long-term loans which were obtained by the Company in 2004. As of December 31, 2005 and 2004, the notional amounts of the outstanding interest rate swap agreements amounted to US$130,000 and US$130,000, respectively. Interest expenses incurred from these interest hedging activities amounted to NT$12,822 and NT$36,580, respectively. The net interest receivable and a payable as of December 31, 2005 and 2004, amounted to interest receivable of NT$1,348 and interest payable of NT$20,554, respectively. | |
(iii) | The Company entered into seventeen forward foreign exchange contracts with Standard Chartered Bank and three other banks to hedge the risk of foreign currency exchange rate fluctuations for foreign long-term loans. The deferred exchange gain for the year ended December 31, 2005, amounted to NT$1,313,265, of which NT$287,851 was amortized as non-operating income. The remaining unamortized balance was NT$1,025,414 as of December 31, 2005. As of December 31, 2005, the balance of forward foreign exchange contracts amounted to US$650,000, the details of which were as follows: |
2005 | ||||||||
NTD | USD | |||||||
Forward contract receivables
|
$ | 21,352,500 | 650,991 | |||||
Payables for forward purchases
|
(19,059,075 | ) | (581,069 | ) | ||||
Deferred exchange gains
|
(1,025,414 | ) | (31,263 | ) | ||||
Forward contract receivable, net
|
$ | 1,268,011 | 38,659 | |||||
(iv) | The Company entered into five foreign currency swap agreements with Citibank to hedge the foreign currency exchange risk for Euro payments. There was no unsettled balance as of December 31, 2005. For the year ended December 31, 2005, the exchange loss incurred amounted to NT$3,004 and recorded as other losses. |
F-91
(v) | The Companys hedging strategy is to cover the biggest part of the risk. Because the foreign forward exchange rate is fixed, the cash flow risk is low. Credit risk is the risk that a counter-party will default on its obligation. The banks with which the Company entered into derivative transactions are all well-known financial institutions. Therefore, the Company does not expect the banks to default. As a result, the Company estimates credit risk to be reasonably low. |
2004 | 2005 | |||||||||||||||||||||||
NTD | NTD | USD | ||||||||||||||||||||||
Book | Fair | Book | Fair | Book | Fair | |||||||||||||||||||
Financial Instruments | value | value | value | value | value | value | ||||||||||||||||||
Forward foreign exchange contracts
|
$ | | | 1,268 | 912 | 39 | 28 | |||||||||||||||||
Interest rate swap agreements
|
| (37 | ) | | 39 | | 1 | |||||||||||||||||
| (37 | ) | 1,268 | 951 | 39 | 29 | ||||||||||||||||||
(i) | The book value is believed to be not materially different from their fair value because the maturity dates of short-term financial instruments are within one year from the balance sheet date. Therefore, their book value is adopted as a reasonable basis for determining their fair value. This principle is applied in estimating the fair value of short-term financial instruments including cash and cash equivalents, account receivables, account payables, accrued expenses and short-term loans. | |
(ii) | Refundable deposits and guarantee deposits are collected or refunded in cash based on their amount. Therefore, their book value is equivalent to their fair value. | |
(iii) | The discounted present value of anticipated cash flows is adopted as the fair value of long-term debt and corporate bonds payable. The discounting rates used in calculating the present value are similar to those of the Companys existing long-term loans. | |
(iv) | The fair values of derivative financial instruments are the estimated amounts expected to be received or to be paid by the Company assuming that it terminates the contracts on the balance sheet date. The majority of the Companys derivative financial instruments have quotations available from financial institutions which are used in the calculation of the fair value. |
(v) | The fair value of letters of credit or endorsements/guarantees is based on the contract price. |
(c) | As of December 31, 2004 and 2005, the fair values of non-derivative financial instruments were estimated to be equal to their book values as of the same date. |
F-92
(17) | Related-party Transactions |
Name | Relationship with the Company | |
Nan Ya Plastics Corp. (NPC)
|
The president of Nan Ya Plastics Corp. is the chairman of the Company. | |
Nanya Technology Corp. (NTC)
|
Major shareholder | |
Infineon Technologies AG (IFX)
|
Major shareholder | |
Infineon Technologies Suzhou Co., Ltd. (IFSZ)
|
Subsidiary of IFX | |
Infineon Technologies, Richmond (IFR)
|
Subsidiary of IFX |
(i) Sales revenue, and accounts receivable | |
Significant sales to related parties for the years ended December 31, 2004 and 2005, were as follows: |
2004 | 2005 | |||||||||||||||||||
NTD | % of net | NTD | USD | % of net | ||||||||||||||||
Amount | sales | Amount | Amount | sales | ||||||||||||||||
NTC
|
$ | 2,985,699 | 50.09 | 11,502,292 | 350,680 | 49.94 | ||||||||||||||
IFX
|
2,975,131 | 49.91 | 9,180,137 | 279,882 | 39.86 | |||||||||||||||
IFSZ
|
| | 2,347,571 | 71,572 | 10.19 | |||||||||||||||
IFR
|
| | 2,203 | 67 | 0.01 | |||||||||||||||
$ | 5,960,830 | 100.00 | 23,032,203 | 702,201 | 100.00 | |||||||||||||||
The balances of accounts receivable resulting from the above transactions as of December 31, 2004 and 2005, consisted of the following: |
2004 | 2005 | |||||||||||||||||||
NTD | NTD | USD | ||||||||||||||||||
Amount | % | Amount | Amount | % | ||||||||||||||||
NTC
|
$ | 1,354,917 | 52.32 | 2,362,640 | 72,032 | 46.78 | ||||||||||||||
IFX
|
1,234,586 | 47.68 | 1,898,230 | 57,873 | 37.59 | |||||||||||||||
IFSZ
|
| | 789,407 | 24,067 | 15.63 | |||||||||||||||
$ | 2,589,503 | 100.00 | 5,050,277 | 153,972 | 100.00 | |||||||||||||||
The normal credit term with related parties above is 60 days from delivery date. | |
(ii) Purchases and accounts payable | |
Significant purchases from related parties for the years ended December 31, 2004 and 2005, were as follows: |
2004 | 2005 | |||||||||||||||||||
NTD | % of net | NTD | USD | % of net | ||||||||||||||||
Amount | purchases | Amount | Amount | purchases | ||||||||||||||||
NPC
|
$ | 165,793 | 3.63 | 49,827 | 1,519 | 0.51 | ||||||||||||||
IFX
|
562,897 | 12.31 | 464,481 | 14,161 | 4.71 | |||||||||||||||
NTC
|
| | | | | |||||||||||||||
$ | 728,690 | 15.94 | 514,308 | 15,680 | 5.22 | |||||||||||||||
F-93
The balances of accounts payable resulting from the above transactions as of December 31, 2004 and 2005, were as follows: |
2004 | 2005 | |||||||||||||||||||
% of total | % of total | |||||||||||||||||||
accounts | accounts | |||||||||||||||||||
NTD | and notes | NTD | USD | and notes | ||||||||||||||||
Amount | payable | Amount | Amount | payable | ||||||||||||||||
NPC
|
$ | 88,654 | 0.98 | 32,420 | 988 | 0.80 | ||||||||||||||
IFX
|
42,385 | 0.47 | 22,792 | 695 | 0.56 | |||||||||||||||
NTC
|
| | | | | |||||||||||||||
$ | 131,039 | 1.45 | 55,212 | 1,683 | 1.36 | |||||||||||||||
The Company pays NPC on the 15th of the month following the month of purchase, and pays IFX within 30 days of the invoice date. Purchasing prices and payment terms of purchases from related parties are not materially different from those of non-related general suppliers. | |
(iii) Due to related parties | |
The details of financial borrowing from related parties for the year ended December 31, 2004, were as follows: |
2004 | ||||||||||||||||
Maximum daily | Balance on | |||||||||||||||
balance | December 31 | |||||||||||||||
Related party | NTD | NTD | Interest rate | Interest expense | ||||||||||||
NTC
|
$ | 315,500 | | 2.281-2.849 | % | 68 | ||||||||||
No financial borrowing was obtained from related parties for the year ended December 31, 2005. | |
As of December 31 2004, the Company had interest payable of NT$9 to NTC which was accounted as other payables related parties. | |
(iv) Acquisition of property, plant and equipment | |
In May 2005, the Company purchased from NTC six parcels of land numbered 347 and five other numbers which are located in Hwa-Ya, Kueishan, Taoyuan County for NT$1,575,000. As of December 31, 2005, the Company had fully paid the purchase price. | |
In June 2005, the Company purchased electronic equipment from NTC for NT$73,827. As of December 31, 2005, the Company had fully paid the purchase price. | |
(v) Training expense | |
NTC and IFX both transferred a number of their employees to the Company to enable the Company to maintain a sufficient number of high-quality and loyal staff. Consequently, the Company is required to reimburse NTC and IFX for the loss of their experienced employees an amount equal to |
F-94
6 months salary of those employees. The Company accrued and booked this expenditure as training expenses for the years ended December 31, 2004 and 2005 under administrative expenses, as follows: |
2004 | ||||||||
Training expense | ||||||||
Related party | payable | Training expense | ||||||
IFX
|
$ | | 3,718 | |||||
NTC
|
| 6,960 | ||||||
Total
|
$ | | 10,678 | |||||
2005 | ||||||||
Training expense | ||||||||
Related party | payable | Training expense | ||||||
NTC-NTD
|
$ | | 5,180 | |||||
NTC-USD
|
$ | | 158 | |||||
(vi) Lease contracts | |
Commencing from July 1, 2005, the Company had signed lease contracts with NTC, as described in notes 7 and 9. | |
(vii) Other significant transactions | |
IFX provides some construction, technical and inspection services, etc., to the Company. As of December 31, 2004 and 2005, the unpaid liability from this transaction amounted to NT$245,892 and NT$61,757, respectively, which was accounted for as other payables related parties. | |
NTC supplies some of the Companys utilities, steam, purification for waste water, etc. As of December 31, 2004 and 2005, the unpaid liability from this transaction amounted to NT$38,629 and NT$20,059, respectively, which was accounted for as other payables related parties. | |
NPC rents out dormitory space to the Company. As of December 31, 2005, the unpaid liability from this transaction amounted to NT$4,437, which was accounted for as other payables related parties. | |
(viii) Contracts with related parties | |
The Company signed a Product Purchase and Capacity Reservation Agreement with NTC and IFX. Under this agreement, these entities are each entitled to a contracted percentage of the Companys production capacity. The Company is committed to sell its production to these entities at a transfer price calculated in accordance with the formula stated in the agreement. This agreement took effect on July 15, 2003, and will continue in effect until the termination by either party with cause or when Joint Venture Agreement and/or the License and Technical Cooperation Agreement between NTC and IFX are terminated. | |
The Company signed a Know-How Transfer Agreement with NTC and IFX. Under this agreement, these entities allowed the Company to utilize their know-how in the semiconductor manufacturing process. This contract took effect on July 15, 2003, and it will continue in effect until either of the following conditions has been fulfilled: 1) both corporations decide to terminate their Joint Venture Agreement or 2) three years after the completion of know-how transfer. | |
The Company signed a service contract with NTC. Under this contract, NTC provides transaction support in the following areas: human resources, finance, engineering and construction, raw material and inventory, etc. The service fee is charged based on the actual type of service rendered. The contract took effect on July 15, 2003, and will continue in effect until terminated mutually by both parties. |
F-95
(18) | Pledged Properties |
(19) | Commitments and Contingencies |
(20) | Significant Disaster Loss: None. |
(21) | Subsequent Events |
(a) | The Board of Directors of the Company resolved to adopt a Deferred Stock Purchase Plan (the Plan). Under this Plan, the employees of the Company are allowed to purchase the Companys shares which are being held by Hwa-Keng Investment Corp., a corporate stockholder of the Company, following the approval thereof by the board of directors and stockholders of Hwa-Keng Investment Corp. Also, the Plan requires that its actual implementation shall be made within 4 weeks after the approval of the Companys stock listing by the SFB. The purchase price is the higher of NT$15 per share or the net book value per share of the Company at the time of the Plans execution plus 10% premium thereof. There were 71,124 thousand Company shares which were made available for purchase by the employees. On January 6, 2006, the Company received the approval from the SFB, and implemented the Plan on the same day. As of February 9, 2006, Hwa-Keng Investment Corp. sold 64,032,908 Company shares at NT$20.07 per share to the employees of the Company, following the Companys implementation of the Plan. |
(b) | i. | On January 12, 2006, the Company was granted approval of its application to list its shares on the Taiwan Stock Exchange (TSE). The Companys shares were initially listed on the TSE on March 17, 2006. |
ii. | On February 6, 2006 and in accordance with the resolution approved by the Shareholders on September 27, 2005, the Board of Directors approved the Initial Public Offering of the Company shares through the issuance of 200 million Company shares for cash at proposed price of NT$33 per share on the TSE. The offering occurred on March 17, 2006. | |
iii. | On March 9, 2006 and in accordance with the resolution approved by the Shareholders on September 27, 2005, the Board of Directors approved the offering of Global Depositary Shares (GDS) through the issuance of 335 million to 400 million Company shares for cash. The offering is still pending. |
F-96
(22) | Others |
(a) | The Companys personnel, depreciation, and amortization expenses were as follows: |
2004 | |||||||||||||
Cost of goods | Operating | ||||||||||||
sold | expenses | Total | |||||||||||
NTD | |||||||||||||
Personnel expenses
|
|||||||||||||
Salaries
|
$ | 470,957 | 447,971 | 918,928 | |||||||||
Labor and health insurance
|
28,996 | 22,486 | 51,482 | ||||||||||
Pension expenses
|
14,535 | 15,559 | 30,094 | ||||||||||
Other personnel expenses
|
14,076 | 11,108 | 25,184 | ||||||||||
Depreciation expenses
|
2,008,139 | 33,495 | 2,041,634 | ||||||||||
Amortization expenses
|
12,269 | | 12,269 |
2005 | |||||||||||||
Cost of goods | Operating | ||||||||||||
sold | expenses | Total | |||||||||||
NTD | |||||||||||||
Personnel expenses
|
|||||||||||||
Salaries
|
$ | 1,048,968 | 192,903 | 1,241,871 | |||||||||
Labor and health insurance
|
63,796 | 8,084 | 71,880 | ||||||||||
Pension expenses
|
48,974 | 9,825 | 58,799 | ||||||||||
Other personnel expenses
|
29,724 | 3,628 | 33,352 | ||||||||||
Depreciation expenses
|
8,049,956 | 49,595 | 8,099,551 | ||||||||||
Amortization expenses
|
36,165 | | 36,165 |
2005 | |||||||||||||
Cost of goods | Operating | ||||||||||||
sold | expenses | Total | |||||||||||
USD | |||||||||||||
Personnel expenses
|
|||||||||||||
Salaries
|
$ | 31,981 | 5,881 | 37,862 | |||||||||
Labor and health insurance
|
1,945 | 246 | 2,191 | ||||||||||
Pension expenses
|
1,493 | 300 | 1,793 | ||||||||||
Other personnel expenses
|
906 | 111 | 1,017 | ||||||||||
Depreciation expenses
|
245,425 | 1,512 | 246,937 | ||||||||||
Amortization expenses
|
1,103 | | 1,103 |
(23) | Segment Information |
F-97
2004 | 2005 | |||||||||||||||||||
% of | % of | |||||||||||||||||||
NTD | net | NTD | USD | net | ||||||||||||||||
Destination area | Amount | sales | Amount | Amount | sales | |||||||||||||||
Europe
|
$ | 2,975,131 | 49.91 | 9,180,137 | 279,882 | 39.86 | ||||||||||||||
Asia
|
| | 2,347,571 | 71,572 | 10.19 | |||||||||||||||
North America
|
| | 2,203 | 67 | 0.01 | |||||||||||||||
$ | 2,975,131 | 49.91 | 11,529,911 | 351,521 | 50.06 | |||||||||||||||
2004 | 2005 | |||||||||||||||||||
% of | % of | |||||||||||||||||||
NTD | net | NTD | USD | net | ||||||||||||||||
Amount | sales | Amount | Amount | sales | ||||||||||||||||
NTC
|
$ | 2,985,699 | 50.09 | 11,502,292 | 350,680 | 49.94 | ||||||||||||||
IFX
|
2,975,131 | 49.91 | 9,180,137 | 279,882 | 39.86 | |||||||||||||||
IFSZ
|
| | 2,347,571 | 71,572 | 10.19 | |||||||||||||||
$ | 5,960,830 | 100.00 | 23,030,000 | 702,134 | 99.99 | |||||||||||||||
(24) | Summary of Significant Difference Between Accounting Principles Followed by the Company and Generally Accepted Accounting Principles in the United States of America |
a. Derivative Financial Instrument Transactions |
Under ROC GAAP, there are no specific rules related to accounting for derivative financial instruments, nor criteria for hedge accounting. Therefore, companies have flexibility in choosing when to recognize derivative financial instruments and when to follow hedge accounting versus fair value accounting for such instruments. | |
U.S. GAAP contains detailed rules as to when hedge accounting is appropriate. As a consequence, certain derivative contracts such as foreign currency forward contracts and interest rate swaps included in the Companys balance sheet would be recorded at the derivatives contracts market rate as of the reporting date, resulting in a decrease in other receivables as reported under the ROC GAAP balance sheet. |
F-98
b. Bonuses to Employees, Directors and Supervisors |
Under the ROC regulations and the Companys Articles of Incorporation, a portion of distributable earnings should be set aside as bonuses to employees, directors and supervisors. Bonuses to directors and supervisors are always paid in cash. However, bonuses to employees may be granted in cash or shares or both. All of these appropriations, including share bonuses which are valued at par value of NT$10, are charged against retained earnings, after such appropriations are formally approved by the shareholders in the following year. | |
Under U.S. GAAP, bonuses and remuneration are generally expensed as services are rendered. Also under U.S. GAAP, bonuses which are paid in the form of Company shares are recorded within equity at fair market value, with a corresponding charge to earnings for the difference between the fair value of the shares at the date of grant and the price paid by the employee, if any. |
c. Surtax |
Companies in the ROC are subject to a 10% surtax on undistributed tax basis profits earned after December 31, 1997. If the undistributed tax earnings are distributed in the following year, the 10% surtax is not due. Under ROC GAAP, income tax expense is recorded in the statement of operations in the following year if the earnings are not distributed to the shareholders. | |
Under U.S. GAAP, a 10% surtax leviable on the undistributed tax earnings is recorded in the statement of income in the year when the profits were earned. The income tax expense, including the tax effects of temporary differences, in such year is measured by using the rate that includes this 10% surtax. |
d. Capital contribution |
Under ROC GAAP, the expatriate employees payroll cost paid by a foreign joint venture partner/shareholder is not recorded nor treated as the shareholders capital contribution in the Company. | |
Under U.S. GAAP, the expatriate employees payroll cost paid by a foreign joint venture partner would be recorded as expense and treated as capital contribution in the Company. |
e. Lease |
Under ROC GAAP, the estimated fair value of a partial leased building used in evaluating the lease classification described under note 2 (g) to the financial statements can be based on the proportionate fair value of the entire building. | |
Under U.S. GAAP, the fair value of a partial lease building used in determining the lease classification must be based on the specific fair value of the leased asset. In the event that the fair value of the partial leased building can not be determined, the lease of a partial building should be treated as an operating lease. As a result, the leased asset described in note 7 to the financial statements, which was treated as a capital lease under ROC, would be treated as an operating lease under U.S. GAAP. |
f. Related party |
Under ROC GAAP, the transaction with the Formosa Group as described in note 22(b) is not treated as a related party transaction. | |
Under U.S. GAAP, the transaction would be considered a related party transaction. |
g. Earnings per share |
Under ROC GAAP, earnings per share in calculated based on the weighted average number of outstanding shares. The number of outstanding shares is retroactively adjusted for stock dividends and new common stock issued through unappropriated earnings and capital surplus. |
F-99
Under U.S. GAAP, when a simple capital structure exists, basic earnings per share is calculated using the weighted average number of common shares outstanding. The number of outstanding shares is not retroactively adjusted for stock dividends. |
2004 | 2005 | ||||||||||||
NTD | NTD | USD | |||||||||||
Net income
|
$ | 901,301 | $ | 5,929,758 | 180,785 | ||||||||
Net income based on ROC GAAP
|
|||||||||||||
Adjustments:
|
|||||||||||||
a. Foreign currency forward contracts-mark-to-market
|
| (355,857 | ) | (10,849 | ) | ||||||||
a. Interest rate swaps-mark-to-market
|
(53,763 | ) | 75,943 | 2,315 | |||||||||
b. Bonuses to employees
|
(24,976 | ) | (298,866 | ) | (9,112 | ) | |||||||
b. Remuneration to directors and supervisors
|
(2,686 | ) | (3,736 | ) | (114 | ) | |||||||
c. 10% surtax on undistributed tax earnings
|
| (565,812 | ) | (17,250 | ) | ||||||||
c. Tax expense
|
50,725 | 588,522 | 17,943 | ||||||||||
d. Expatriate employees payroll cost paid by IFX
|
(156,076 | ) | (168,697 | ) | (5,143 | ) | |||||||
e. Operating lease
|
| (4,742 | ) | (145 | ) | ||||||||
Net decrease in net income
|
(186,776 | ) | (733,245 | ) | (22,355 | ) | |||||||
Net income based on U.S. GAAP
|
$ | 714,525 | $ | 5,196,513 | 158,430 | ||||||||
Earnings per share
|
$ | 0.41 | $ | 2.08 | 0.06 | ||||||||
Shareholders equity
|
|||||||||||||
Shareholders equity based on ROC GAAP
|
$ | 41,442,152 | $ | 47,236,284 | 1,440,131 | ||||||||
Adjustments:
|
|||||||||||||
a. Foreign currency forward contracts
mark-to-market
|
| (355,857 | ) | (10,849 | ) | ||||||||
a. Interest rate swaps mark-to-market
|
(37,306 | ) | 38,637 | 1,178 | |||||||||
b. Bonuses to employees
|
(24,976 | ) | (298,866 | ) | (9,112 | ) | |||||||
b. Remuneration to directors and supervisors
|
(2,686 | ) | (3,736 | ) | (114 | ) | |||||||
c. 10% surtax on undistributed tax earnings
|
| (565,812 | ) | (17,250 | ) | ||||||||
c. Tax expense
|
50,725 | 639,247 | 19,489 | ||||||||||
d. Expatriate employees payroll cost paid by IFX
|
(156,076 | ) | (324,773 | ) | (9,902 | ) | |||||||
d. Contributed capital (net of tax) arising from employees
payroll paid by IFX
|
105,351 | 219,221 | 6,684 | ||||||||||
e. Operating lease
|
| (4,742 | ) | (145 | ) | ||||||||
Net decrease in shareholders equity
|
(64,968 | ) | (656,681 | ) | (20,021 | ) | |||||||
Shareholders equity based on U.S. GAAP
|
$ | 41,377,184 | $ | 46,579,603 | 1,420,110 | ||||||||
Changes in shareholders equity based on U.S. GAAP
|
|||||||||||||
Balance, beginning of year
|
$ | 11,957,098 | $ | 41,377,184 | 1,261,500 | ||||||||
Issuance of common stock
|
28,600,210 | | | ||||||||||
Bonus to stockholders
|
| (124,883 | ) | (3,807 | ) | ||||||||
Bonus share issued at a premium to the employees
|
| 16,919 | 516 | ||||||||||
Contributed capital (net of tax) arising from employees payroll
paid by IFX
|
105,351 | 113,870 | 3,471 | ||||||||||
Net income for the twelve months
|
714,525 | 5,196,513 | 158,430 | ||||||||||
Balance, end of year
|
$ | 41,377,184 | $ | 46,579,603 | 1,420,110 | ||||||||
F-100
2004 | 2005 | ||||||||||||
NTD | NTD | USD | |||||||||||
Current Assets
|
|||||||||||||
As reported
|
$ | 15,881,410 | $ | 20,340,339 | 620,132 | ||||||||
U.S. GAAP adjustments
|
|||||||||||||
Financial assets-Interest rate swaps
|
| 38,637 | 1,178 | ||||||||||
Financial assets-Foreign currency forward contracts
|
| (355,857 | ) | (10,849 | ) | ||||||||
Current portion of lease receivables
|
| (6,690 | ) | (204 | ) | ||||||||
Deferred tax assets current, net
|
| 11,277 | 344 | ||||||||||
Other current assets
|
| 2,057 | 63 | ||||||||||
As adjusted
|
$ | 15,881,410 | $ | 20,029,763 | 610,664 | ||||||||
Property, plant and equipment
|
|||||||||||||
As reported
|
$ | 51,543,552 | $ | 66,162,814 | 2,017,158 | ||||||||
U.S. GAAP adjustments
|
|||||||||||||
Building and structure
|
| 281,538 | 8,583 | ||||||||||
Other equipment
|
| 75,555 | 2,304 | ||||||||||
Accumulated depreciation
|
| (18,414 | ) | (561 | ) | ||||||||
As adjusted
|
$ | 51,543,552 | $ | 66,501,493 | 2,027,484 | ||||||||
Other Assets
|
|||||||||||||
As reported
|
$ | 727,142 | $ | 854,936 | 26,065 | ||||||||
U.S. GAAP adjustments
|
|||||||||||||
Deferred tax assets non-current, net
|
| 239,512 | 7,302 | ||||||||||
Lease Receivables long term
|
| (338,788 | ) | (10,329 | ) | ||||||||
As adjusted
|
$ | 727,142 | $ | 755,660 | 23,038 | ||||||||
Current Liabilities
|
|||||||||||||
As reported
|
$ | 11,996,800 | $ | 13,903,989 | 423,902 | ||||||||
U.S. GAAP adjustments
|
|||||||||||||
Employees bonus
|
24,976 | 298,866 | 9,112 | ||||||||||
Remuneration to directors and supervisors
|
2,686 | 3,736 | 114 | ||||||||||
10% surtax on undistributed earnings
|
| 282,906 | 8,625 | ||||||||||
As adjusted
|
$ | 12,024,462 | $ | 14,489,497 | 441,753 | ||||||||
Other Liabilities
|
|||||||||||||
As reported
|
$ | 31,332 | $ | 52,285 | 1,594 | ||||||||
U.S. GAAP adjustments
|
|||||||||||||
Other financial liabilities-IRS
|
37,306 | | | ||||||||||
As adjusted
|
$ | 68,638 | $ | 52,285 | 1,594 | ||||||||
F-101
KPMG Certified Public
Accountants, the Taiwan member firm of the
KPMG network of
independent member firms affiliated with KPMG
international, a Swiss cooperative
F-102
2005 | 2006 | |||||||||||
(Unaudited) | ||||||||||||
NTD | NTD | USD | ||||||||||
Assets |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents (notes 4 and 17) |
$ | 9,822,568 | 21,704,854 | 665,895 | ||||||||
Current portion of lease receivables (note 7) |
6,690 | 4,912 | 151 | |||||||||
Accounts receivable-related parties (notes 17 and 18) |
5,050,277 | 8,332,816 | 255,647 | |||||||||
Other receivables (note 7) |
54,110 | 95,125 | 2,918 | |||||||||
Inventories, net (note 6) |
3,485,585 | 3,927,461 | 120,493 | |||||||||
Prepayments and other current assets |
616,693 | 671,298 | 20,595 | |||||||||
Deferred income tax assets-current, net (note 14) |
36,405 | 79,690 | 2,445 | |||||||||
Financial
assets reported at fair value through profit or loss (notes 5 and 17) |
1,268,011 | 1,654,219 | 50,751 | |||||||||
Total current assets |
20,340,339 | 36,470,375 | 1,118,895 | |||||||||
Property, plant and equipment (notes 7, 8, 9, 12, 18 and 19): |
||||||||||||
Land |
2,801,467 | 2,801,467 | 85,948 | |||||||||
Buildings |
2,424,571 | 2,523,511 | 77,420 | |||||||||
Machinery and equipment |
59,669,447 | 68,124,934 | 2,090,042 | |||||||||
Vehicles |
2,913 | 4,915 | 151 | |||||||||
Leased assets |
135,996 | 135,996 | 4,172 | |||||||||
Miscellaneous equipment |
6,465,676 | 6,942,453 | 212,991 | |||||||||
71,500,070 | 80,533,276 | 2,470,724 | ||||||||||
Less: accumulated depreciation |
(10,130,631 | ) | (21,743,083 | ) | (667,068 | ) | ||||||
Construction in progress |
4,770,603 | 41,597,511 | 1,276,193 | |||||||||
Prepayment on land purchase |
22,772 | 22,772 | 699 | |||||||||
Net property, plant and equipment |
66,162,814 | 100,410,476 | 3,080,548 | |||||||||
Other assets: |
||||||||||||
Refundable deposits (note 17) |
28,544 | 79,219 | 2,430 | |||||||||
Deferred charges |
134,846 | 118,630 | 3,640 | |||||||||
Lease receivables-long-term (note 7) |
338,788 | 333,876 | 10,243 | |||||||||
Deferred income tax assets-non-current, net (note 14) |
352,758 | 270,624 | 8,303 | |||||||||
Total other assets |
854,936 | 802,349 | 24,616 | |||||||||
Total Assets |
$ | 87,358,089 | 137,683,200 | 4,224,059 | ||||||||
F-103
2005 | 2006 | |||||||||||
(Unaudited) | ||||||||||||
NTD | NTD | USD | ||||||||||
Liabilities and Stockholders Equity |
||||||||||||
Current liabilities: |
||||||||||||
Short-term loans (notes 10 and 17) |
$ | 2,323,300 | | | ||||||||
Accounts payable (note 17) |
4,010,066 | 21,110,779 | 647,669 | |||||||||
Accounts payable-related parties (notes 17 and 18) |
55,212 | 405,917 | 12,453 | |||||||||
Income tax payable |
124,302 | 133,571 | 4,098 | |||||||||
Accrued expenses (note 13) |
855,816 | 941,477 | 28,884 | |||||||||
Other payables-related parties (notes 9 and 18) |
86,253 | 65,539 | 2,011 | |||||||||
Current portion of long-term loans (notes 12 and 17) |
6,431,636 | 10,299,107 | 315,972 | |||||||||
Other current liabilities |
14,014 | 14,888 | 458 | |||||||||
Current portion of lease payables (note 9) |
3,390 | 3,544 | 109 | |||||||||
Total current liabilities |
13,903,989 | 32,974,822 | 1,011,654 | |||||||||
Long-term liabilities: |
||||||||||||
Bonds payable (notes 11 and 17) |
| 6,000,000 | 184,077 | |||||||||
Long-term loans (notes 12 and 17) |
26,034,564 | 19,392,164 | 594,943 | |||||||||
Lease payables-long-term (note 9) |
130,967 | 127,422 | 3,909 | |||||||||
Total long-term liabilities |
26,165,531 | 25,519,586 | 782,929 | |||||||||
Other liabilities: |
||||||||||||
Accrued pension liabilities (note 13) |
50,594 | 46,746 | 1,434 | |||||||||
Guarantee deposits |
1,691 | 4,506 | 138 | |||||||||
Total other liabilities |
52,285 | 51,252 | 1,572 | |||||||||
Total liabilities |
40,121,805 | 58,545,660 | 1,796,155 | |||||||||
Stockholders equity (note 15): |
||||||||||||
Common stock |
25,109,540 | 31,109,540 | 954,427 | |||||||||
Capital surplus |
15,548,660 | 29,317,836 | 899,458 | |||||||||
Legal reserve |
91,689 | 684,665 | 21,005 | |||||||||
Special reserve |
542,605 | 542,605 | 16,647 | |||||||||
Unappropriated earnings |
5,943,790 | 17,482,894 | 536,367 | |||||||||
Total stockholders equity |
47,236,284 | 79,137,540 | 2,427,904 | |||||||||
Commitments and contingencies (note 20) |
||||||||||||
Total Liabilities and Stockholders Equity |
$ | 87,358,089 | 137,683,200 | 4,224,059 | ||||||||
See accompanying notes to financial statements. |
F-104
2005 | 2006 | |||||||||||
(Unaudited) | ||||||||||||
NTD | NTD | USD | ||||||||||
Operating revenues |
||||||||||||
Sales revenue |
$ | 23,044,929 | 40,866,245 | 1,253,758 | ||||||||
Sales returns |
(3,133 | ) | (7,049 | ) | (216 | ) | ||||||
Sales allowances |
(9,593 | ) | (77,486 | ) | (2,377 | ) | ||||||
Net operating revenues (note 18) |
23,032,203 | 40,781,710 | 1,251,165 | |||||||||
Cost of goods sold (notes 18 and 23) |
(16,350,746 | ) | (24,316,647 | ) | (746,024 | ) | ||||||
Gross profit |
6,681,457 | 16,465,063 | 505,141 | |||||||||
Operating expenses: |
||||||||||||
Administrative and general expenses (notes 9, 18 and 23) |
(283,853 | ) | (321,675 | ) | (9,869 | ) | ||||||
Research and development expenses (note 23) |
(658,134 | ) | (254,923 | ) | (7,821 | ) | ||||||
Total operating expenses |
(941,987 | ) | (576,598 | ) | (17,690 | ) | ||||||
Operating income |
5,739,470 | 15,888,465 | 487,451 | |||||||||
Non-operating income and gains: |
||||||||||||
Interest income (notes 5 and 7) |
309,821 | 981,826 | 30,122 | |||||||||
Gain on disposal of short-term investments |
4,532 | | | |||||||||
Foreign exchange gain, net |
676,797 | 796,785 | 24,445 | |||||||||
Valuation gain on financial instruments, net (note 5) |
| 450,596 | 13,824 | |||||||||
Others (note 7) |
306,754 | 114,515 | 3,513 | |||||||||
Total non-operating income and gains |
1,297,904 | 2,343,722 | 71,904 | |||||||||
Non-operating expenses and losses: |
||||||||||||
Interest
expenses (excluding capitalized interest of $395,501 and $121,388 in 2005 and 2006, respectively) (notes 5 and 9) |
(760,618 | ) | (1,655,085 | ) | (50,777 | ) | ||||||
Loss on obsolescence of inventories (note 6) |
| (18,849 | ) | (578 | ) | |||||||
Impairment loss on idle assets (note 8) |
| (32,107 | ) | (985 | ) | |||||||
Others (note 18) |
(9,637 | ) | (33,823 | ) | (1,038 | ) | ||||||
Total non-operating expenses and losses |
(770,255 | ) | (1,739,864 | ) | (53,378 | ) | ||||||
Income before income tax |
6,267,119 | 16,492,323 | 505,977 | |||||||||
Income tax expense (note 14) |
(337,361 | ) | (386,499 | ) | (11,858 | ) | ||||||
Income before cumulative effect of change in accounting principle |
5,929,758 | 16,105,824 | 494,119 | |||||||||
Cumulative effect of change in accounting principle (net of income tax benefit of $79,305) (note 3) |
| (237,915 | ) | (7,299 | ) | |||||||
Net income |
$ | 5,929,758 | 15,867,909 | 486,820 | ||||||||
Basic earnings per share (note 16) |
||||||||||||
Before tax |
||||||||||||
Income before cumulative effect of change in accounting principle |
$ | 2.50 | 5.64 | 0.17 | ||||||||
Cumulative effect of change in accounting principle |
| (0.11 | ) | (0.00 | ) | |||||||
Net income |
$ | 2.50 | 5.53 | 0.17 | ||||||||
After tax |
||||||||||||
Income before cumulative effect of change in accounting principle |
$ | 2.36 | 5.51 | 0.17 | ||||||||
Cumulative effect of change in accounting principle |
| (0.08 | ) | (0.00 | ) | |||||||
Net income |
$ | 2.36 | 5.43 | 0.17 | ||||||||
See accompanying notes to financial statements. |
F-105
Retained earnings | ||||||||||||||||||||||||||||
Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Total | |||||||||||||||||||||||
Balance as of January 1, 2005 |
NTD | 24,976,600 | 15,548,660 | 1,559 | | 915,333 | 41,442,152 | |||||||||||||||||||||
Appropriation and distribution: |
||||||||||||||||||||||||||||
Appropriation for legal reserve |
| | 90,130 | | (90,130 | ) | | |||||||||||||||||||||
Appropriation for special reserve |
| | | 542,605 | (542,605 | ) | | |||||||||||||||||||||
Remuneration to directors and supervisors |
| | | | (2,686 | ) | (2,686 | ) | ||||||||||||||||||||
Bonus to employees |
8,057 | | | | (16,114 | ) | (8,057 | ) | ||||||||||||||||||||
Cash and stock dividends to stockholders |
124,883 | | | | (249,766 | ) | (124,883 | ) | ||||||||||||||||||||
Net income for the year ended December 31, 2005 |
| | | | 5,929,758 | 5,929,758 | ||||||||||||||||||||||
Balance as of December 31, 2005 |
NTD | 25,109,540 | 15,548,660 | 91,689 | 542,605 | 5,943,790 | 47,236,284 | |||||||||||||||||||||
Increase in capital |
6,000,000 | 13,769,176 | | | | 19,769,176 | ||||||||||||||||||||||
Appropriation and distribution: |
||||||||||||||||||||||||||||
Appropriation for legal reserve |
| | 592,976 | | (592,976 | ) | | |||||||||||||||||||||
Remuneration to directors and supervisors |
| | | | (3,736 | ) | (3,736 | ) | ||||||||||||||||||||
Bonus to employees |
| | | | (298,866 | ) | (298,866 | ) | ||||||||||||||||||||
Cash dividends to stockholders |
| | | | (3,433,227 | ) | (3,433,227 | ) | ||||||||||||||||||||
Net income for the year ended December 31, 2006 |
| | | | 15,867,909 | 15,867,909 | ||||||||||||||||||||||
Balance as of December 31, 2006 |
NTD | 31,109,540 | 29,317,836 | 684,665 | 542,605 | 17,482,894 | 79,137,540 | |||||||||||||||||||||
Balance as of January 1, 2006 (Unaudited) |
USD | 770,350 | 477,026 | 2,813 | 16,647 | 182,353 | 1,449,189 | |||||||||||||||||||||
Increase in capital |
184,077 | 422,432 | | | | 606,509 | ||||||||||||||||||||||
Appropriation and distribution: |
||||||||||||||||||||||||||||
Appropriation for legal reserve |
| | 18,192 | | (18,192 | ) | | |||||||||||||||||||||
Remuneration to directors and supervisors |
| | | | (115 | ) | (115 | ) | ||||||||||||||||||||
Bonus to employees |
| | | | (9,169 | ) | (9,169 | ) | ||||||||||||||||||||
Cash dividends to stockholders |
| | | | (105,330 | ) | (105,330 | ) | ||||||||||||||||||||
Net income for the year ended December 31, 2006 |
| | | | 486,820 | 486,820 | ||||||||||||||||||||||
Balance as of December 31, 2006 (Unaudited) |
USD | 954,427 | 899,458 | 21,005 | 16,647 | 536,367 | 2,427,904 | |||||||||||||||||||||
See accompanying notes to financial statements. |
F-106
2005 | 2006 | |||||||||||
(Unaudited) | ||||||||||||
NTD | NTD | USD | ||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 5,929,758 | 15,867,909 | 486,820 | ||||||||
Depreciation |
8,099,551 | 11,633,379 | 356,907 | |||||||||
Amortization of deferred charges |
6,995 | 8,454 | 259 | |||||||||
Amortization of deferred charges bank loan syndication
fees |
29,170 | 29,012 | 890 | |||||||||
Losses on obsolescence of inventories |
| 18,849 | 578 | |||||||||
Losses on disposal of property, plant and equipment |
| 1,590 | 49 | |||||||||
Impairment loss on idle assets |
| 32,107 | 985 | |||||||||
Unrealized foreign currency exchange gain, net |
(280,665 | ) | (260,716 | ) | (7,999 | ) | ||||||
Gain on disposal of short-term investments |
(4,532 | ) | | | ||||||||
Amortization of deferred forward exchange premium |
(287,851 | ) | | | ||||||||
Realized interest income from capital lease |
(10,133 | ) | (20,066 | ) | (616 | ) | ||||||
Realized interest expense from capital lease |
1,513 | 5,920 | 182 | |||||||||
Cumulative effect of change in accounting principle for
financial assets |
| 237,915 | 7,299 | |||||||||
Valuation gain on financial instruments, net |
| (450,596 | ) | (13,824 | ) | |||||||
Increase in accounts receivable related parties |
(2,554,838 | ) | (3,310,868 | ) | (101,576 | ) | ||||||
Net cash paid on purchase of financial assets reported at
fair value through profit or loss |
| (252,832 | ) | (7,757 | ) | |||||||
Decrease (increase) in other receivables |
106,119 | (44,427 | ) | (1,363 | ) | |||||||
Increase in inventories |
(1,358,055 | ) | (460,725 | ) | (14,135 | ) | ||||||
Cash received from lease receivable |
10,291 | 26,756 | 821 | |||||||||
Decrease (increase) in prepayments and other current
assets |
395,049 | (53,855 | ) | (1,652 | ) | |||||||
Increase (decrease) in accounts payable |
804,060 | (266,255 | ) | (8,169 | ) | |||||||
(Decrease) increase in accounts payable related parties |
(71,320 | ) | 350,705 | 10,759 | ||||||||
Increase in income tax payable |
124,357 | 9,269 | 284 | |||||||||
Increase in accrued expenses |
407,478 | 85,494 | 2,623 | |||||||||
Decrease in other payables related parties |
(198,268 | ) | (20,714 | ) | (635 | ) | ||||||
Cash paid on lease payables |
(3,152 | ) | (9,311 | ) | (286 | ) | ||||||
Increase in other current liabilities |
5,255 | 874 | 27 | |||||||||
Increase (decrease) in accrued pension liabilities |
19,839 | (3,848 | ) | (118 | ) | |||||||
Decrease in deferred income tax assets, net |
185,198 | 118,154 | 3,625 | |||||||||
Net cash provided by operating activities |
11,355,819 | 23,272,174 | 713,978 | |||||||||
Cash flows from investing activities: |
||||||||||||
Decrease in short-term investments |
4,532 | | | |||||||||
Proceeds from disposal of property, plant and equipment |
| 600 | 18 | |||||||||
Purchases of property, plant and equipment |
(28,313,919 | ) | (28,446,514 | ) | (872,726 | ) | ||||||
Increase in deferred charges |
(52,728 | ) | (22,000 | ) | (675 | ) | ||||||
Decrease (increase) in refundable deposits |
18,117 | (50,675 | ) | (1,555 | ) | |||||||
Net cash used in investing activities |
(28,343,998 | ) | (28,518,589 | ) | (874,938 | ) | ||||||
Cash flows from financing activities: |
||||||||||||
Decrease in short-term loans |
(158,200 | ) | (2,323,300 | ) | (71,278 | ) | ||||||
Proceeds from long-term loans |
17,285,096 | 3,850,000 | 118,116 | |||||||||
Repayment of long-term loans |
| (6,403,123 | ) | (196,445 | ) | |||||||
Increase in bonds payable |
| 6,000,000 | 184,077 | |||||||||
Increase in capital |
| 19,769,176 | 606,509 | |||||||||
Increase in guarantee deposits |
1,114 | 2,815 | 86 | |||||||||
Cash dividend to stockholders |
(124,611 | ) | (3,433,498 | ) | (105,338 | ) | ||||||
Bonus to employees |
(8,057 | ) | (298,866 | ) | (9,169 | ) | ||||||
Remuneration to directors and supervisors |
(2,686 | ) | (3,736 | ) | (115 | ) | ||||||
Net cash provided by financing activities |
16,992,656 | 17,159,468 | 526,443 | |||||||||
Effect of foreign currency exchange translation |
(162,098 | ) | (30,767 | ) | (30,767 | ) | ||||||
(Decrease) increase in cash and cash equivalents |
(157,621 | ) | 11,882,286 | 364,543 | ||||||||
Cash and cash equivalents at beginning of year |
9,980,189 | 9,822,568 | 301,352 | |||||||||
Cash and cash equivalents at end of year |
$ | 9,822,568 | 21,704,854 | 665,895 | ||||||||
Supplemental cash flow information: |
||||||||||||
Income tax paid |
$ | 27,860 | 259,071 | 7,948 | ||||||||
Interest paid (excluding capitalized interest) |
$ | 972,201 | 1,749,036 | 53,660 | ||||||||
Investing activities affecting both cash and non-cash
items: |
||||||||||||
Accquisition of property, plant, and equipment |
$ | 22,928,454 | 45,915,339 | 1,408,662 | ||||||||
Decrease (increase) in payables to equipment suppliers |
5,385,465 | (17,468,825 | ) | (535,936 | ) | |||||||
Cash paid |
$ | 28,313,919 | 28,446,514 | 872,726 | ||||||||
Non-cash investing and financing activities: |
||||||||||||
Current portion of long-term loans |
$ | 6,431,636 | 10,299,107 | 315,972 | ||||||||
See accompanying notes to financial statements. |
F-107
(1) | Organization and Principal Activities | |
Inotera Memories, Inc. (the Company) was legally established with the approval by Ministry of Economic Affairs on January 23, 2003. The Companys main operating activities are to manufacture and to sell semiconductor products. On January 12, 2006, the Company was granted approval of its application to list its shares on the Taiwan Stock Exchange (TSE). The Companys shares were initially listed on the TSE on March 17, 2006. On May 16, 2006, the Company listed its shares in the form of global depositary shares (GDSs) on the Luxembourg Stock Exchange (LSE). | ||
As of December 31, 2005 and 2006, the Company had 1,824 and 2,898 employees, respectively. | ||
(2) | Summary of Significant Accounting Policies | |
The accompanying financial statements are prepared in conformity with accounting principles generally accepted in the Republic of China (ROC). The financial statements are not intended to present the financial position of the Company and the related results of operations and cash flow in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than the ROC. | ||
The significant accounting policies followed by the Company are as follows: |
(a) | Convenience translation into U.S. dollars | ||
The financial statements are stated in New Taiwan Dollars. Translation of the 2006 New Taiwan Dollar amounts into U.S. dollar amounts is included solely for the convenience of the readers, using the Bank of Taiwan exchange rate on December 29, 2006, of NT$32.595 to US$1 uniformly for all the financial statements accounts. The convenience translations should not be construed as representations that the New Taiwan Dollar amounts have been, could have been, or could in the future be, converted into U.S. dollars at this rate or any other rate of exchange. | |||
(b) | Foreign currency transactions and translation | ||
The Companys reporting currency is New Taiwan Dollar. Foreign currency transactions during the period are translated at the exchange rates on the transaction dates. Foreign currency-denominated assets and liabilities are translated into New Taiwan Dollars at the exchange rate prevailing on the balance sheet date, and the resulting translation gains or losses are recognized as non-operating income or expenses. Effective January 1, 2005, the Company adopted the amended Republic of China Statement of Financial Accounting Standards No. 14 (SFAS No. 14) The Effects of Changes in Foreign Exchange Rates. Under the amended SFAS No. 14, the exchange difference from the translation using the exchange rate on balance sheet date of foreign currency monetary and non-monetary assets and liabilities reported at fair value through profit or loss is recognized in earnings. |
F-108
(c) | Basis for classifying assets and liabilities as current or non-current | ||
Cash and other assets that the Company will convert to cash or use within in a relatively short period of time one year or one operating cycle, whichever is longer are classified as current assets, otherwise, are classified as non-current assets. Debts due within one year or one operating cycle, whichever is longer, are classified as current liabilities; otherwise, are classified as long-term liabilities. | |||
(d) | Asset impairment | ||
Commencing from January 1, 2005, the Company adopted the ROC SFAS No. 35 Impairment of Assets. In accordance with SFAS No. 35, the Company assesses at each balance sheet date whether there is any indication that an asset (individual asset or cash-generating unit) may have been impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. The Company recognizes impairment loss for an asset whose carrying value is higher than the recoverable amount. | |||
The Company reverses an impairment loss recognized in prior periods for assets if there is any indication that the impairment loss recognized no longer exists or has decreased. The carrying value after the reversal should not exceed the recoverable amount or the depreciated or amortized balance of the assets assuming no impairment loss was recognized in prior periods. | |||
(e) | Cash and cash equivalents | ||
Cash and cash equivalents consist of cash on hand, cash in banks, time deposits, negotiable time deposits, and other cash equivalents. Other cash equivalents represent highly liquid debt instruments with a maturity period of less than three months, such as commercial paper, government bonds held under repurchase agreement, and other highly liquid investments which do not have a significant level of market or credit risk from potential interest rate changes. | |||
(f) | Financial instruments | ||
Effective January 1, 2006, the Company adopted the ROC SFAS No. 34 Financial Instruments: Recognition and Measurement. In accordance with the SFAS No. 34, the Company classifies its financial assets as financial assets/liabilities reported at fair value through profit or loss. | |||
The Company adopted trade-date-accounting for financial instrument transactions. The financial instruments are initially recognized at fair value plus transaction costs. | |||
After the initial recognition, the financial instruments that the Company held or issued are classified as financial assets reported at fair value through profit or loss, including those held for trading. Financial assets held for trading are those that the Company is holding mainly for the purpose of short-term profit-taking. Financial derivatives, except for those that meet the criteria for hedge accounting, are accounted for as financial assets reported at fair value through profit or loss. |
F-109
Before January 1, 2006, some of the investments held by the Company were classified, according to the Companys intention for holding them, as short-term investments, including open-end mutual funds. These short-term investments were evaluated at the lower of cost or market value. Market value of open-end mutual funds was determined based on the net asset value of the mutual funds at the balance sheet date. The aggregate cost of these short-term investments was determined by the weighted-average method. Devaluation losses resulting from a decline in market value were recognized in the income statement. | ||
Before January 1, 2006, interest rate swaps and foreign currency forward contracts were accounted for as follows: |
(i) | Foreign exchange forward contracts | ||
Foreign exchange forward contracts, which were entered into for the purpose of hedging the risks of exchange rate fluctuation on foreign currency receivables and payables, were translated into New Taiwan Dollars using spot rates on the balance sheet date. The resulting translation difference was recorded as an exchange gain or loss in the accompanying statements of income. The difference between the forward rate and spot rate at the contract date was amortized over the contract period. | |||
(ii) | Interest rate swaps | ||
Because there is no physical transfer of principal, only memo entries of notional principals were made for interest rate swaps. For trading swaps, the differences between the present and market values of interest receivables or payables arising thereon were reported as unrealized gains or losses on derivative instruments. For non-trading swaps, interest was accrued based on contract terms, with interest revenue and expense recognized in the same period that the hedged items affect earnings. |
(g) | Inventories | |
Inventories are stated at the lower of cost or market value. Cost is determined by using the monthly weighted-average method. Market value represents replacement cost or net realizable value. The market value of raw materials and supplies are determined on the basis of replacement cost. The market value of finished goods and work in-process are determined on the basis of net realizable value. | ||
(h) | Property, plant and equipment / Depreciation | |
Property, plant and equipment are stated at cost less accumulated depreciation. Interest costs related to the construction of property, plant and equipment are capitalized and included in the cost of the related asset. Maintenance and repairs are expensed when incurred; major addition, improvement and replacement expenditures are capitalized. |
F-110
Depreciation of property, plant and equipment is provided over their estimated useful lives by using the straight-line method. Assets still in service after reaching the end of their estimated useful lives are depreciated based on the residual value over their re-estimated useful lives. The useful lives of the assets are as follows: |
(i) | Buildings: 8 to 50 years. | ||
(ii) | Vehicles: 5 years. | ||
(iii) | Machinery and equipment: 3 to 5 years. | ||
(iv) | Leased assets: 23.7 years. | ||
(v) | Miscellaneous equipment: 5 to 15 years. |
Gains or losses on disposal of property, plant and equipment are recorded as non-operating income or expenses. |
(i) | Leases | |
A lease is deemed to be a capital lease if it conforms to any one of the following classification criteria: |
(i) | the lease transfers ownership of the leased assets to the lessee by the end of the lease term; | ||
(ii) | the lease contains a bargain purchase option; | ||
(iii) | the lease term is equal to 75% of or more of the total estimated economic life of the leased assets; this criterion should not be applied to leases in which the leased asset has been used for more than 75% of its estimated economic life before the lease begins; | ||
(iv) | the present value of the rental plus the bargain purchase price or the guaranteed residual value is at least 90% of the fair market value of the leased assets at the inception date of the lease. |
For the lessor, a capital lease must also conform to any one of the four classification criteria specified above and both of the following two further criteria: |
(i) | collectibility of the lease payments is reasonably predictable; and | ||
(ii) | no important uncertainties surround the amount of unreimbursable costs yet to be incurred by the lessor under the lease. |
F-111
Under a capital lease, the Company, as the lessee, capitalizes the leased assets based on (a) the present value of all future installment rental payments (minus executory cost born by lessor) plus bargain purchase price or lessees guaranteed residual value or (b) the fair market value of leased assets at the lease inception date, whichever is lower. The depreciation period is restricted to the lease term, rather than the estimated useful life of the assets, unless the lease provides for transfer of title or includes a bargain purchase option. | ||
Under a capital lease, the Company, as the lessor, records all installments plus bargain purchase price or guaranteed residual value as the lease receivables. The implicit interest rate is used to calculate the present value of lease receivables as the cost of leased assets transferred. The difference between the total amount of lease receivables and the cost of leased assets transferred is recognized as unrealized interest income and is then recognized as realized interest income using the interest method over the lease term. | ||
(j) | Employee retirement plan | |
The Company has established an employee noncontributory defined benefit retirement plan (the Plan) covering full-time employees in the Republic of China. In accordance with the Plan, employees are eligible for retirement or are required to retire after meeting certain age or service requirements. Payments of retirement benefits are based on years of service and the average salary for the last six months before the employees retirement. Each employee gets 2 months salary for each service year for the first 15 years, and 1 months salary for each service year thereafter. A lump-sum retirement benefit is paid through the retirement fund. | ||
Starting from July 1, 2005, the enforcement of the newly enacted Labor Pension Act (the New Act) stipulates those employees covered by the defined contribution plan as follows: |
(i) | employees who were covered by the Plan and opt to be subject to the pension mechanism under the New Act; | ||
(ii) | employees who are employed after the enforcement date of the New Act. |
In accordance with the New Act, the rate of contribution by an employer to an individual labor pension fund account per month shall not be less than 6% of the workers monthly wages. The Plan has not been modified to conform to the New Act. For those provisions of the New Act not currently included in the Plan, the Company follows the New Act. |
The Company adopts the SFAS No. 18, Accounting for Pensions, for its defined benefit retirement plan. SFAS No. 18 requires an actuarial calculation of the Companys pension obligation at the end of each year. Based on the actuarial calculation, the Company recognizes a minimum pension liability and net periodic pension costs. |
F-112
(k) | Deferred charges |
(i) | Bank charges related to syndicated loans are deferred and amortized over the terms of the loans. | ||
(ii) | Power line installation costs and royalty paid to the Industrial Technology Research Institute are deferred and amortized over the estimated useful lives or the agreement terms. | ||
(iii) | Underwriter handling charges on bonds payable are deferred and amortized over the term of the bond. |
(l) | Revenue recognition | |
Revenue is generally recognized when it is realized or realizable and earned when all of the following criteria are met: |
(i) | persuasive evidence of an arrangement exists, | ||
(ii) | shipment has occurred or services have been rendered, | ||
(iii) | the sellers price to the buyer is fixed or determinable, and | ||
(iv) | collectibility is reasonably assured. | ||
Rental income is recognized when services are provided. |
(m) | Income tax | |
The Company has adopted the SFAS No. 22 Income Taxes. Income taxes are accounted for using the asset and liability method. Deferred income tax is determined based on differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect during the years in which the differences are expected to reverse. The income tax effects of taxable temporary differences are recognized as deferred income tax liabilities. The income tax effects resulting from deductible temporary differences, net operating loss carryforwards, and income tax credits are recognized as deferred income tax assets. The realization of the deferred income tax assets is evaluated, and if it is considered more likely than not that the asset will not be realized, a valuation allowance is recognized accordingly. | ||
The classification of deferred income tax assets and liabilities as current or non-current is based on the classification of the related asset or liability. If the deferred income tax asset or liability is not directly related to a specific asset or liability, then the classification is based on the expected realization date of the asset or liability. |
F-113
A tax imputation system was adopted in accordance with the amended ROC Income Tax Law. Under this system, the Company may retain the earnings (on tax basis) incurred after December 31, 1997 but will be subject to 10% surtax. This surtax is computed according to the ROC Income Tax Law, and is charged to current income tax expense in the year when the shareholders resolved during their meeting not to distribute the earnings. The ROC Income Tax Law was further amended in 2006, under which, the 10% surtax is calculated based on the after tax earnings (on accounting basis). | |||
(n) | Earnings (loss) per common share | ||
Earnings (loss) per share are calculated based on the weighted-average number of outstanding shares. The number of outstanding shares is retroactively adjusted for common stock issued through the distribution of stock dividends out of unappropriated earnings and capital surplus. |
(3) | Reasons for and Cumulative Effect of Accounting Principle Change |
(a) | As the Company adopted the SFAS No. 34 Financial Instruments: Recognition and Measurement, SFAS No. 36 Financial Instruments: Disclosure and Presentation, and newly amended SFAS No. 1 Conceptual Framework for Financial Accounting and Preparation of Financial Statements effective January 1, 2006, the net income and earnings per share (after tax) for the year ended December 31, 2006, were affected as follows: |
Decrease in net | Decrease in | |||||||
Nature of the change in accounting principle | income | earnings per share | ||||||
Accounting for financial instruments |
$ | 27,600 | 0.01 | |||||
The financial instruments are recorded in accordance with the SFAS No. 34 and No. 36. The effects of the adoption of these new accounting principles were discussed further in note 5 to the financial statements. | |||
(b) | The Company adopted SFAS No. 34 Financial Instruments: Recognition and Measurement effective January 1, 2006. Accordingly, the Company measured and reclassified the financial assets based on fair value at the beginning of 2006. As of January 1, 2006, the cumulative effect of the change in accounting principle amounted to NT$237,915 (net of tax). |
F-114
(4) | Cash and Cash Equivalents | |
Cash and cash equivalents as of December 31, 2005 and 2006, consisted of the following: |
2005.12.31 | 2006.12.31 | |||||||
Cash on handpetty cash |
$ | 160 | 230 | |||||
Cash in bankchecking account |
5,346 | 19,386 | ||||||
Cash in bankdemand deposit account |
5,143 | 287 | ||||||
Cash in bankforeign currency account |
546,761 | 1,523,104 | ||||||
Time depositnew Taiwan dollars |
9,265,158 | 500,000 | ||||||
Time depositforeign currency |
| 3,944,973 | ||||||
Cash equivalentscommercial paper |
| 360,385 | ||||||
Cash equivalents government and corporate
bonds under agreement to repurchase |
| 15,356,489 | ||||||
Total |
$ | 9,822,568 | 21,704,854 | |||||
Cash and cash equivalents were not pledged or mortgaged to secure bank loans. | ||
(5) | Financial Assets Reported at Fair Value through Profit or Loss | |
Financial assets reported at fair value with changes in fair value recorded through profit or loss as of December 31, 2005 and 2006, consisted of the following: |
2005.12.31 | 2006.12.31 | |||||||
Financial assets reported at fair value
through profit of loss |
||||||||
Interest rate swaps |
$ | | 52,255 | |||||
Foreign exchange forward contracts |
1,268,011 | 941,480 | ||||||
Mutual bond fund |
| 660,484 | ||||||
$ | 1,268,011 | 1,654,219 | ||||||
F-115
(a) | The Company entered into seventeen foreign exchange forward contracts with Standard Chartered Bank and three other banks to hedge the risk of foreign currency exchange rate fluctuations for foreign long-term loans. The foreign exchange forward contracts with notional amounts aggregating to US$130,000 thousand matured in 2006. The maturity of these forward contracts resulted in net cash settlement and gain on disposal of financial assets of NT$403,822 and NT$217,335, respectively. As of December 31, 2005 and 2006, the notional amounts of the remaining foreign exchange forward contracts aggregated to US$650,000 thousand and US$520,000 thousand, respectively, with net fair value of NT$912,154 and NT$941,480, respectively. As of December 31, 2006, the mark-to-market revaluation of foreign exchange forward contracts resulted in unrealized gain on financial assets of NT$215,813. If the Company had continued adopting the accounting treatment for forward contracts under the old SFAS No. 14, which was effective prior to January 1, 2006, amortization of deferred forward exchange premium and unrealized foreign currency exchange gain would have amounted to NT$267,216, and net income would have decreased by NT$38,552 (after tax) for the year ended December 31, 2006. | |
(b) | The Company entered into four interest rate swap agreements (IRS) with Taipei Fubon Bank and two other banks to hedge the risk from fluctuations of interest rates for foreign long-term loans, which were obtained by the Company in 2004. As of December 31, 2005 and 2006, the notional amounts of the outstanding interest rate swap agreements amounted to US$130,000 thousand and US$92,857 thousand, respectively. The net interest arising from these interest hedging activities resulted in net interest expense of NT$12,822 in 2005 and interest income of NT$24,488 in 2006. The net interest receivable as of December 31, 2005 and 2006, amounted to NT$1,348 and NT$13,118, respectively. As of December 31, 2005 and 2006, the net fair value of IRS amounted to NT$38,637 and NT$52,255, respectively. Also, the mark-to-market revaluation of IRS resulted in unrealized gain on financial assets of NT$13,618. If the Company had continued adopting the old accounting treatment for IRS which was effective prior to January 1, 2006, there would have been no gain or loss based on mark-to-market revaluation of IRS, and net income would have increased by NT$10,214 (after tax) for the year ended December 31, 2006. | |
(c) | In 2006, the Company purchased 197,396.36 units of a mutual bond fund for NT$659,500. As of December 31, 2006, the fair value of the mutual bond fund amounted to NT$660,484. The mark-to-market revaluation of the mutual bond fund resulted in unrealized gain on financial assets of NT$984. If the Company had continued adopting the old accounting treatment for mutual bond fund which was effective prior to January 1, 2006, the mutual bond fund would have amounted to NT$659,500, and net income would have increased by NT$738 (after tax) for the year ended December 31, 2006. | |
(d) | In December 2006, the maturities of cross currency swaps resulted in realized gain on financial assets of NT$2,846. | |
(e) | In accordance with SFAS No. 34, the net foreign exchange forward receivable amounting to NT$1,268,011 was reclassified to financial assets reported at fair value through profit or loss as of December 31, 2005. |
F-116
(6) | Inventories, net | |
As of December 31, 2005 and 2006, inventories consisted of the following: |
2005.12.31 | 2006.12.31 | |||||||
Raw materials |
$ | 557,814 | 736,290 | |||||
Supplies |
577,199 | 579,913 | ||||||
Work in process |
2,341,178 | 2,624,819 | ||||||
Finished goods |
9,394 | 5,288 | ||||||
Total |
3,485,585 | 3,946,310 | ||||||
Less: allowance for inventory losses |
| (18,849 | ) | |||||
Total |
$ | 3,485,585 | 3,927,461 | |||||
Inventories were not pledged or mortgaged to secure bank loans. | ||
(7) | Lease Receivables |
(a) | The Company signed a long-term lease agreement with Nanya Technology Corp. (NTC) to lease out a portion of the building and land (including supplemental equipment) located at No. 667, Fuhsing 3rd Road, Hwa-Ya Technology Park, Kueishan Valley, Taoyuan County. The lease took effect on July 1, 2005, and remains effective until December 31, 2034 (including the period when the lease is automatically extended), a total of 354 months. The lease agreement for the building is treated as a capital lease because the present value of the periodic rental payments since the inception date is at least 90% of the market value of the leased assets. The land is treated as an operating lease. The monthly rents for the lease of building and land were NT$2,058 and NT$310, respectively. | ||
(b) | The initial total amount of lease receivables for the capital lease of the building was NT$728,587; the implicit interest rate was 5.88%. The cost of leased assets transferred was NT$345,637 (including the net book value of the building and miscellaneous equipment of NT$277,372 and NT$68,265, respectively). The difference between the total amount of lease receivables and the cost of leased assets transferred amounted to NT$382,950, which was recognized as unrealized interest income and is amortized over the lease period. For the years ended December 31, 2005 and 2006, NT$10,133 and NT$20,066, respectively, was recognized as interest income (classified under non-operating income and gains interest income). |
F-117
The details of lease receivables of December 31, 2005 and 2006, were as follows: |
2005.12.31 | 2006.12.31 | |||||||||||||||
Current | Non-current | Current | Non-current | |||||||||||||
Gross lease receivables |
$ | 26,756 | 691,540 | 24,698 | 666,842 | |||||||||||
Less: Unrealized interest income |
(20,066 | ) | (352,752 | ) | (19,786 | ) | (332,966 | ) | ||||||||
Net lease receivables |
$ | 6,690 | 338,788 | 4,912 | 333,876 | |||||||||||
(c) | For the years ended December 31, 2005 and 2006, the rent revenues (classified under non-operating income and gainsothers) from the operating lease of land were NT$1,859 and NT$3,719, respectively. | ||
(d) | As of December 31, 2005 and 2006, the uncollected rent revenues (classified under other receivables) were NT$310 and NT$310, respectively. | ||
(e) | Future gross lease receivables for leases classified as capital lease or operating lease as of December 31, 2006, were as follows: |
2006.12.31 | ||||||||
Duration | Capital lease | Operating lease | ||||||
2007.1.1~2007.12.31 |
$ | 24,698 | 3,719 | |||||
2008.1.1~2008.12.31 |
24,698 | 3,719 | ||||||
2009.1.1~2009.12.31 |
24,698 | 3,719 | ||||||
2010.1.1~2010.12.31 |
24,698 | 3,719 | ||||||
2011.1.1~2034.12.31 |
592,748 | 89,244 | ||||||
Total |
$ | 691,540 | 104,120 | |||||
(8) | Property, Plant and Equipment |
(a) | In March 2005, the Company purchased two parcels of land numbered 350 and 351 located in Hwa-Ya, Kueishan, Taoyuan County, for NT$28,465 from the Land Readjustment Committee in Kueishan, Taoyuan County. As of December 31, 2006, the Company had prepaid NT$22,772 of the total purchase price, which was recorded as a prepayment on land purchase. | ||
(b) | The property, plant and equipment are pledged to secure bank loans as of December 31, 2005 and 2006, as described in note 12. | ||
(c) | For the years ended December 31, 2005, and 2006, the Company assessed the related assets for any impairment. Fixed assets not used in operation were transferred to idle assets based on book value, and NT$0 and NT$32,107, respectively, was recognized as impairment loss on idle asset. |
F-118
(9) | Leased Assets and Lease Payables |
(a) | The Company signed a long-term lease agreement with NTC to lease a portion of the building and land located on the land numbered 348, 348-2 and 348-4, Hwa-Ya Section, Kueishan Valley, Taoyuan County. The lease took effect on July 1, 2005, and remains effective until February 28, 2029 (including the period when the agreement can be automatically extended), a total of 284 months. The lease agreement for the building is treated as a capital lease because (a) the present value of the periodic rental payments made since the inception date is at least 90% of the market value of the leased assets and (b) the lease term is equal to 75% or more of the total estimated economic life of the leased assets. The land is treated as an operating lease. The monthly rents for the leased building and land were NT$775 and NT$357, respectively. Total interest expenses of NT$1,513 and NT$5,920 were recognized for the years ended December 31, 2005 and 2006, respectively. | ||
(b) | The total present value of lease payables for the capital lease of the building was NT$135,996; the implicit interest rate was 4.46%. The fair value of the leased assets at the beginning of the lease period was NT$135,996. | ||
(c) | As of December 31, 2005 and 2006, the details of these lease payables were as follows: |
2005.12.31 | 2006.12.31 | |||||||
Lease payables |
$ | 134,357 | 130,966 | |||||
Less: Current portion of lease payables |
(3,390 | ) | (3,544 | ) | ||||
Lease payableslong-term |
$ | 130,967 | 127,422 | |||||
(d) | For the years ended December 31, 2005 and 2006, the lease expenses for the operating lease of the land (classified under administrative and general expenses) were NT$2,141 and NT$4,282, respectively, which were fully paid. | ||
(e) | As of December 31, 2005 and 2006, the unpaid rent expenses (classified under other payables related parties) were NT$0 and NT$357, respectively. |
F-119
(f) | Future lease payments (excluding interest component) classified as capital lease or operating lease as of December 31, 2006, were as follows: |
2006.12.31 | ||||||||
Duration | Capital lease | Operating lease | ||||||
2007.1.1 ~ 2007.12.31 |
$ | 3,544 | 4,282 | |||||
2008.1.1 ~ 2008.12.31 |
3,706 | 4,282 | ||||||
2009.1.1 ~ 2009.12.31 |
3,874 | 4,282 | ||||||
2010.1.1 ~ 2010.12.31 |
4,050 | 4,282 | ||||||
2011.1.1 ~ 2029.12.31 |
115,792 | 77,786 | ||||||
Total |
$ | 130,966 | 94,914 | |||||
(10) | Short-term Loans | |
Short-term loans as of December 31, 2005 and 2006 consisted of the following: |
2005.12.31 | 2006.12.31 | |||||||
Unsecured borrowings |
$ | 2,323,300 | | |||||
The short-term loans bear interest at annual rate of 1.39% as of December 31, 2005. | ||
As of December 31, 2005 and 2006, the unused credit facility for short-term loans amounted to NT$5,666,700 and NT$10,115,936, respectively. |
(11) | Bonds Payable | |
On November 22, 2006, the board of directors approved the issuance of domestic unsecured corporate bond to raise long-term funds for the repayment of loans. The issuance of this bond was approved by the Securities and Futures Bureau (SFB). On December 19, 2006, the Company issued the unsecured bond amounting to NT$6,000,000 at coupon rate as follows: |
Coupon Rate and | ||||||||
Principal | Par Value | Duration | Interest Payment | Repayment Term | ||||
NT$6,000,000
|
NT$1,000 | 2006.12.19 ~ 2011.12.19 | Interest payable annually at 2.2% | Repayable in 3 annual installments December 2009, 2010 and 2011: 33%, 33%, and 34% of principal, respectively. |
F-120
Future principal repayments for the Companys unsecured corporate bond as of December 31, 2006, were as follows: |
Year | Amount | |||
2009 |
$ | 1,980,000 | ||
2010 |
1,980,000 | |||
2011 |
2,040,000 | |||
Total |
$ | 6,000,000 | ||
(12) | Long-term Loans | |
Long-term loans as of December 31, 2005 and 2006, consisted of the following: |
2005.12.31 | ||||||||||
Bank | Repayment period | Nature | Interest rate | 2005.12.31 | ||||||
Taiwan Cooperative Bank (the managing bank) |
(1) February 2, 2006 ~ February 2, 2009 | Machinery loan | 4.6214%~4.7688% | $ | 8,541,000 | |||||
Mega International Commercial Bank(the managing bank) |
(2) November 15, 2006 ~ November 15, 2009 | Machinery loan | 4.6512%~5.3488% | 22,075,200 | ||||||
Mega International Commercial Bank (the managing bank) |
(2) November 15, 2006 ~ November 15, 2009 | Machinery loan | 2.3362%~2.4260% | 1,850,000 | ||||||
32,466,200 | ||||||||||
Less: Current portion of long-term
loans |
(6,431,636 | ) | ||||||||
$ | 26,034,564 | |||||||||
2006.12.31 | ||||||||||
Bank | Repayment period | Nature | Interest rate | 2006.12.31 | ||||||
Taiwan Cooperative Bank (the managing bank) |
(1) February 2, 2006~February 2, 2009 | Machinery loan | 4.6214%~6.3352% | $ | 6,030,260 | |||||
Mega International Commercial Bank (the managing bank) |
(2) November 15, 2006~November 15, 2009 | Machinery loan | 5.3488%~6.2090% | 18,775,296 | ||||||
Mega International Commercial Bank (the managing bank) |
(2) November 15, 2006~November 15, 2009 | Machinery loan | 2.4260%~2.6184% | 4,885,715 | ||||||
29,691,271 | ||||||||||
Less: Current portion of long-term
loans |
(10,299,107 | ) | ||||||||
$ | 19,392,164 | |||||||||
F-121
(1) | The Company signed a syndicated loan agreement with Taiwan Cooperative Bank, the managing bank of this syndicated loan, and 15 other banks on January 16, 2004. The Company had utilized US$260,000 thousand from this loan facility for the period from February 2 to August 2, 2004. The details of this loan are as follows: |
(a) | Credit line: US$260,000 thousand. | ||
(b) | Interest rate: USD 3-month or 6-month London Inter-bank Offered Rate (LIBOR) plus margin. | ||
(c) | Duration: 5 years. | ||
(d) | Repayment: The principal is payable in 7 semi-annual installments starting from 24 months after the first drawing date. | ||
(e) | The long-term loan is secured by machinery. As of December 31, 2005 and 2006, the net book value of the pledged assets amounted to NT$9,625,951 and NT$7,657,438, respectively. | ||
(f) | The Company has issued a promissory note for the syndicated loan. | ||
(g) | As of December 31, 2006, the Company repaid US$75,000 thousand of this syndicated loan. |
(2) | The Company signed a syndicated loan agreement with Mega International Commercial Bank (formerly I.C.B.C.) the managing bank of the syndicated loan, and 23 other banks on October 14, 2004 (as of December 31, 2006, the actual number of banks had increased to 31). The Company applied for drawings of US$672,000 thousand and NT$5,700,000 for the period November 15, 2004, to December 31, 2006. |
The details of this loan are as follows: | |||
(a) | Credit line: US$672,000 thousand and NT$5,700,000. | ||
(b) | Interest rate for Tranche A: USD 3-month or 6-month London Inter-bank Offered Rate (LIBOR) plus margin. | ||
(c) | Interest rate for Tranche B: The 90-day or 180-day commercial paper rate in the primary market which appears on Moneyline Telerate, plus margin. | ||
(d) | Duration: 5 years. | ||
(e) | Repayment: The principal is payable in 7 semi-annual installments starting from 24 months after the first drawing date. | ||
(f) | This long-term debt is secured by buildings and machinery. As of December 31, 2005 and 2006, the net book value of the pledged assets amounted to NT$17,949,184 and NT$24,272,894, respectively. | ||
(g) | The Company has issued a promissory note for this syndicated loan. | ||
(h) | As of December 31, 2006, the Company repaid US$96,000 thousand and NT$814,285 of this syndicated loan. |
F-122
The two long-term loan agreements contain undertakings and restrictive covenants requiring the Company to maintain certain financial ratios. In addition, the long-term loan agreements require that (i) no material adverse change shall be made to the off-take sales arrangements signed by the Company, Nanya Technology Corporation (NTC), and Infineon AG (IFX), (ii) that Nan Ya Plastics Corporation (NPC) shall remain the largest shareholder of and retain management control over NTC, and (iii) that NTC and IFX continue to be the Companys largest shareholders and retain control over the Company. As of December 31, 2006, the Company was in compliance with these undertakings and covenants. | ||
(13) | Accrued Pension Liabilities |
(a) | The pension information for the years ended December 31, 2005 and 2006, was as follows: |
2005 | 2006 | |||||||
Balance of the retirement fund |
$ | 29,192 | 44,428 | |||||
Periodic pension costs
|
||||||||
Defined benefit plan cost |
35,317 | 11,372 | ||||||
Defined contribution plan cost |
23,482 | 61,083 | ||||||
Accrued pension liabilities-defined benefit plan |
50,594 | 46,746 | ||||||
Accrued expenses-defined contribution plan |
12,265 | 20,099 |
(b) | The following table sets forth the details of the reconciliation of funded status to accrued pension liability on December 31, 2005 and 2006: |
2005 | 2006 | |||||||
Benefit obligation: |
||||||||
Vested benefit obligation |
$ | (4,227 | ) | (3,504 | ) | |||
Non-vested benefit obligation |
(54,372 | ) | (61,546 | ) | ||||
Accumulated benefit obligation |
(58,599 | ) | (65,050 | ) | ||||
Projected compensation increase |
(65,607 | ) | (70,459 | ) | ||||
Projected benefit obligation |
(124,206 | ) | (135,509 | ) | ||||
Fair value of plan assets |
31,115 | 46,963 | ||||||
Funded status |
(93,091 | ) | (88,546 | ) | ||||
Unamortized pension gain or losses |
42,497 | 41,800 | ||||||
Accrued pension liability |
$ | (50,594 | ) | (46,746 | ) | |||
(c) | As of December 31, 2005 and 2006, the actuarial present value of the vested benefits for the Companys employees in accordance with the retirement benefit plan was approximately NT$4,609 and NT$4,112, respectively. | ||
(d) | Major assumptions used to determine the pension plan funded status for the years ended December 31, 2005, and 2006, were as follows: |
2005 | 2006 | |||||||
Discount rate |
3.00 | % | 2.75 | % | ||||
Rate of increase in compensation |
3.00 | % | 3.00 | % | ||||
Expected long-term rate of return on plan assets |
3.00 | % | 2.75 | % |
F-123
(14) | Income Tax |
(a) | The Companys earnings are subject to income tax at a statutory rate of 25%. For the years ended December 31, 2005, and 2006, the components of income tax expense were as follows: |
2005 | 2006 | |||||||
Income tax expense current |
$ | 152,162 | 268,345 | |||||
Income tax expense deferred |
185,199 | 118,154 | ||||||
Income tax expense |
$ | 337,361 | 386,499 | |||||
(b) | The details of deferred income tax expenses for the years ended December 31, 2005, and 2006, were as follows: |
2005 | 2006 | |||||||
Investment tax credit |
$ | (2,917,497 | ) | (963,916 | ) | |||
Difference in depreciation expense for tax purposes
and financial accounting purposes |
1,261 | 1,260 | ||||||
Allowance for inventory devaluation |
| (4,712 | ) | |||||
Provision for pension expense in excess of tax limit |
(4,634 | ) | 962 | |||||
Realized accrued operating expenses |
2,138 | 14,308 | ||||||
Impairment loss on idle asset |
| (8,027 | ) | |||||
Utilized loss carryforwards |
47,414 | | ||||||
Allowance for valuation of deferred tax assets |
3,123,694 | 1,220,105 | ||||||
Decrease in unrealized foreign exchange gain |
(67,177 | ) | (152,808 | ) | ||||
Increase in valuation gain on financial instruments, net |
| 10,982 | ||||||
Deferred income tax expense |
$ | 185,199 | 118,154 | |||||
(c) | The income tax calculated on pretax financial income at a statutory income tax rate of 25% was reconciled with the actual income tax as reported in the accompanying financial statements for the years ended December 31, 2005, and 2006, as follows: |
2005 | 2006 | |||||||
Income tax calculated based on financial pretax income |
$ | 1,566,770 | 4,123,070 | |||||
Tax effect of tax-free income from income tax holiday |
(1,269,720 | ) | (3,967,622 | ) | ||||
Increase in income tax credit for purchasing machinery
and equipment |
(3,353,697 | ) | (694,779 | ) | ||||
Differences between estimated and actual income tax expense
filing |
263,056 | (453,270 | ) | |||||
Tax-exempt securities |
(985 | ) | (5,147 | ) | ||||
Increase in valuation allowance for deferred income tax assets |
3,123,694 | 1,220,105 | ||||||
10% surtax on undistributed earnings |
7,862 | 160,095 | ||||||
Income tax levied separately |
381 | 4,034 | ||||||
Permanent differences |
| 13 | ||||||
Income tax expense |
$ | 337,361 | 386,499 | |||||
F-124
(d) | Deferred income tax assets and tax liabilities as of December 31, 2005 and 2006, were as follows: |
2005.12.31 | 2006.12.31 | |||||||
Current: |
||||||||
Deferred income tax assets |
$ | 66,267 | 116,396 | |||||
Deferred income tax liabilities |
(29,862 | ) | (36,706 | ) | ||||
Current deferred income tax liablilities-current, net |
$ | 36,405 | 79,690 | |||||
Non-current: |
||||||||
Deferred income tax assets |
$ | 7,194,031 | 8,086,962 | |||||
Valuation allowance for deferred income tax assets |
(6,596,233 | ) | (7,816,338 | ) | ||||
Deferred income tax assetsnon-current, net |
597,798 | 270,624 | ||||||
Deferred income tax liabilities |
(245,040 | ) | | |||||
Non-current deferred income tax assets, net |
$ | 352,758 | 270,624 | |||||
Total deferred income tax assets |
$ | 7,260,298 | 8,203,358 | |||||
Total deferred income tax liabilities |
$ | 274,902 | 36,706 | |||||
Total valuation allowance for deferred income tax assets |
$ | 6,596,233 | 7,816,338 | |||||
(e) | As of December 31, 2005 and 2006, the components of deferred income tax assets or liabilities were as follows: |
2005.12.31 | 2006.12.31 | |||||||||||||||
Effects on | Effects on | |||||||||||||||
Amount | income tax | Amount | income tax | |||||||||||||
Deferred income tax assets: |
||||||||||||||||
Unused investment tax credit |
$ | 7,023,377 | 7,023,377 | 7,987,293 | 7,987,293 | |||||||||||
Difference in depreciation expense
for tax purposes and financial
accounting purposes |
8,030 | 2,007 | 2,986 | 747 | ||||||||||||
Allowance for inventory devaluation |
| | 18,849 | 4,712 | ||||||||||||
Provision for pension expense in
excess of tax limit |
50,594 | 12,649 | 46,746 | 11,687 | ||||||||||||
Unrealized foreign exchange loss |
818,944 | 204,736 | 433,465 | 108,366 | ||||||||||||
Cumulative effect of change in accounting
principle on financial assets |
| | 317,220 | 79,305 | ||||||||||||
Allowance for impairment loss on idle |
| | 32,107 | 8,027 | ||||||||||||
Unrealized operating expenses |
70,114 | 17,529 | 12,886 | 3,221 | ||||||||||||
Deferred income tax assets, gross |
$ | 7,260,298 | 8,203,358 | |||||||||||||
Deferred income tax liabilities: |
||||||||||||||||
Unrealized foreign exchange gain |
$ | 1,099,609 | 274,902 | 102,899 | 25,724 | |||||||||||
Unrealized valuation gain on financial
instruments |
| | 43,928 | 10,982 | ||||||||||||
Deferred income tax liabilities, gross |
$ | 274,902 | 36,706 | |||||||||||||
F-125
(f) | Under the ROC Statute for Upgrading Industries, the Companys unused investment tax credits as of December 31, 2006, were as follows: |
Personnel training and | ||||||||||||
Purchasing machinery | research and development | |||||||||||
Year | and equipment | expenditures | Expiry Year | |||||||||
2003 |
$ | 565,230 | 14,539 | 2007 | ||||||||
2004 |
3,049,861 | | 2008 | |||||||||
2005 |
3,852,048 | 35,058 | 2009 | |||||||||
2006 |
470,557 | | 2010 | |||||||||
$ | 7,937,696 | 49,597 | ||||||||||
ROC Income Tax Law provides an investment tax credit to companies that purchase certain types of equipment and machinery. Such tax credit can be used to reduce by up to 50% of income tax liability arising from the Companys products produced using such machinery for four years starting from the year of equipment purchase, and can be used to reduce by up to 100% such income tax liability in the fifth year. |
(g) | The Companys income tax returns have been examined by the ROC tax authority through 2004. | ||
(h) | Undistributed earnings, imputation credit account (ICA) and creditable ratio |
2005.12.31 | 2006.12.31 | |||||||
Undistributed earnings after 1997 |
$ | 5,943,790 | 17,482,894 | |||||
Imputation credit account |
$ | 27,822 | 146,489 | |||||
2005 ( Actual ) | 2006 ( Projected ) | |||||||
Creditable ratio |
3.24 | % | 2.12 | % | ||||
F-126
(i) | The stockholders approved a resolution during their meetings on June 29, 2005, and October 18, 2004, to allow the Company to avail of the Income Tax Holiday for investment projects under Article 9 of the Statute for Upgrading Industries. The Company has availed of the five-year Income Tax Holiday commencing from January 1, 2005, June 1, 2005, and January 1, 2006, respectively, for the taxable income that is derived only from the sale of products produced from its Fab-1-Phases 1, 2, and 3 investment project. As of December 31, 2006, the exemption from profit-seeking enterprise income tax (Income Tax Holiday) under Article 9 of the Statute for Upgrading Industries for the aforesaid investment projects had the following duration. |
Duration of Income Tax Holiday | |||
Inotera Fab-1 Phase 1
|
January 2005 December 2009 | ||
Inotera Fab-1 Phase 2
|
June 2005 May 2010 | ||
Inotera Fab-1 Phase 3
|
January 2006 December 2010 |
(15) | Stockholders Equity |
(a) | Common stock | ||
During their meeting on June 29, 2005, the stockholders approved a resolution allowing the Company to further increase its capital by NT$132,940 by declaring stock dividends out of its 2004 earnings. This capital increase was approved by the Securities and Futures Bureau (SFB) on July 12, 2005. On July 18, 2005, the board of directors approved a resolution to set August 9, 2005, as the effective date for distributing this stock dividend by issuing new shares. | |||
On February 6, 2006, the board of directors approved the Initial Public Offering of the Companys shares through the issuance of 200 million Company shares for cash at initial price offering of NT$33 per share on the Taiwan Stock Exchange (TSE). The Company approved a resolution to set March 14, 2006, as the effective date for issuing new shares. This capital increase was approved by the SFB on April 11, 2006. The excess of the initial price offering over the par value of the shares issued of NT$23 per share was recorded as capital surplus paid-in capital in excess of par value. | |||
Effective May 16, 2006, the Company sold for cash 40 million GDSs, representing 400 million common shares of the Company, at a price of US$10.53 per share and subsequently listed its GDSs on the LSE. Total issuance of GDSs amounted to US$421,200 thousand, and each GDS offers the holder the right to receive 10 shares of the Company. The offering was approved by the SFB on May 1, 2006. On May 16, 2006, the Company issued 400 million of its shares, and net proceeds were US$416,114 thousand, or NT$13,169,176 (after deducting commissions and offering expenses payable by the Company). The net proceeds exceeded the par value by NT$9,169,176, which was recorded as capital surplus paid-in capital in excess of par value. |
F-127
As of December 31, 2005 and 2006, the Companys total authorized capital amounted to NT$40,000,000, and total issued common stock amounted to NT$25,109,540 and NT$31,109,540, respectively, with $10 par value per share. |
(b) | Capital surplus | ||
As of December 31, 2005 and 2006, the capital surplus consisted of the following: |
2005.12.31 | 2006.12.31 | |||||||
Paid-in capital in excess of par value |
$ | 15,548,660 | 29,317,836 | |||||
According to the ROC Company Law, realized capital surplus can be transferred to common stock after deducting the accumulated deficit, if any. Realized capital surplus includes the additional paid-in capital from issuance of common stock in excess of the common stocks par value, donation from others, and additional paid-in capital-treasury stock. | |||
(c) | Earnings appropriation and distribution | ||
The Companys annual net profit, after providing for income tax and covering the losses of previous years, shall be first set aside for legal reserve at the rate of 10% thereof until the accumulated balance of legal reserve equals the total issued capital. The remaining net profit, if any, after providing for any special reserves or reserving certain undistributed earnings for business purposes shall be distributed as follows: |
(i) | 0.1% 1% as remuneration to directors and supervisors. | ||
(ii) | 1%8% as bonus to employees. | ||
(iii) | The remainder as dividends to stockholders, distributed in the form of cash dividends and/or stock dividends. |
As it belongs to a highly capital-intensive industry with strong growth potential, the Company adopts a dividend distribution policy which is in line with its capital budget and long-term financial plans. This policy requires, among other things, that the distribution of cash dividends shall be at least fifty percent (50%) of the Companys total dividend distribution for the year. | |||
Based on the resolutions approved by the stockholders during their meeting on June 29, 2005, and June 7, 2006, the Companys stockholders proposed to distribute the Companys 2004 and 2005 earnings as follows: |
F-128
Earnings distribution | Distribution per share | |||||||||||||||
2004 | 2005 | 2004 | 2005 | |||||||||||||
Legal reserve |
$ | 90,130 | 592,976 | | | |||||||||||
Special reserve |
542,605 | | | | ||||||||||||
Remuneration to directors and supervisors |
2,686 | 3,736 | | | ||||||||||||
Bonus to employeescash |
8,057 | 298,866 | | | ||||||||||||
Bonus to employeesstock |
8,057 | | | | ||||||||||||
Dividends to stockholderscash |
124,883 | 3,433,227 | 0.05 | 1.1036 | ||||||||||||
Dividends to stockholdersstock |
124,883 | | 0.05 | | ||||||||||||
$ | 901,301 | 4,328,805 | 0.10 | 1.1036 | ||||||||||||
If the remuneration to directors and supervisors and the employees bonus were recorded as compensation expenses, the retroactive earnings per share in 2004 would decrease from NTD$0.51 to NTD$0.5 and the earnings per share in 2005 would decrease from NTD$2.36 to NTD$2.24. | |||
The appropriation of the Companys 2006 net income for the employees bonus and remuneration to directors and supervisors is subject to a resolution to be passed and approved by the Companys directors and stockholders during their meetings normally held within six months after the year-end closing. Following the approval of this resolution, related information can be obtained from the public information website. |
For the years ended December 31, 2005, and 2006, the weighted-average number of outstanding common shares and the common stock equivalents for calculating the basic EPS consisted of the following (expressed in thousands of New Taiwan Dollars and shares, except for earnings per share expressed in New Taiwan Dollars): |
2005 | ||||||||||||||||||||
Amount | Earnings per share | |||||||||||||||||||
Total weighted | ||||||||||||||||||||
Income before | Income after | average shares | Before | After | ||||||||||||||||
income tax | income tax | outstanding | income tax | income tax | ||||||||||||||||
Basic earnings per share |
||||||||||||||||||||
Net income |
$ | 6,267,119 | 5,929,758 | 2,510,954 | 2.50 | 2.36 | ||||||||||||||
F-129
2006 | ||||||||||||||||||||
Amount | Earnings per share | |||||||||||||||||||
Total weighted | ||||||||||||||||||||
Income before | Income after | average shares | Before | After | ||||||||||||||||
income tax | income tax | outstanding | income tax | income tax | ||||||||||||||||
Basic earnings per share |
||||||||||||||||||||
Income before cumulative effect of
change in accounting principle |
$ | 16,492,323 | 16,105,824 | 2,923,557 | 5.64 | 5.51 | ||||||||||||||
Cumulative effect of change in
accounting principle |
(317,220 | ) | (237,915 | ) | 2,923,557 | (0.11 | ) | (0.08 | ) | |||||||||||
Net income |
$ | 16,175,103 | 15,867,909 | 5.53 | 5.43 | |||||||||||||||
(17) | Financial Instrument Information |
(a) | Fair value of financial instruments | ||
As of December 31, 2005 and 2006, the fair value of the Companys financial assets and liabilities were as follows: |
2005.12.31 | 2006.12.31 | |||||||||||||||
Financial instruments | Book value | Fair value | Book value | Fair value | ||||||||||||
Financial assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 9,822,568 | 9,822,568 | 21,704,854 | 21,704,854 | |||||||||||
Accounts receivable related parties |
5,050,277 | 5,050,277 | 8,332,816 | 8,332,816 | ||||||||||||
Interest rate swap |
| 38,637 | 52,255 | 52,255 | ||||||||||||
Foreign exchange forward contracts |
1,268,011 | 912,154 | 941,480 | 941,480 | ||||||||||||
Mutual bond fund |
| | 660,484 | 660,484 | ||||||||||||
Refund deposits |
28,544 | 28,544 | 79,219 | 79,219 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Short-term loans (including current
portion of long-term loans) |
8,754,936 | 8,754,936 | 10,299,107 | 10,299,107 | ||||||||||||
Accounts payable (including accounts
payable related parties) |
4,065,278 | 4,065,278 | 21,516,696 | 21,516,696 | ||||||||||||
Bond payable |
| | 6,000,000 | 5,988,672 | ||||||||||||
Long-term loans |
26,034,564 | 26,034,564 | 19,392,164 | 19,392,164 |
(b) | The methods and assumptions used to estimate the fair value of each class of financial instruments were as follows: |
(i) | The book value of short-term financial instruments is believed to be not materially different from the fair value because the maturity dates of short-term financial instruments are within one year from the balance sheet date. Therefore, their book value is adopted as a reasonable basis for determining their fair value. This principle is applied in estimating the fair value of short-term financial instruments including cash and cash equivalents, account receivables, account payables, and short-term loans. |
F-130
(ii) | The fair value of financial instruments traded in active markets is based on quoted market prices. If the financial instruments are not in an active market, then the fair value is determined by certain valuation techniques, using assumptions under existing market conditions. | ||
(iii) | The discounted present value of anticipated cash flows is adopted as the fair value of long-term debt. The discounting rates used in calculating the present value are similar to those of the Companys existing long-term loans. | ||
(iv) | Fair value of bond payable was determined by using broker quote. This quote is tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. | ||
(v) | Refundable deposits are refunded in cash based on its contracted amount. Therefore, its book value is equivalent to its fair value. |
(c) | As of December 31, 2006, the fair values of the financial instruments, were based on market values in an active market or determined by using broker quotes / carrying values, as follows: |
2006.12.31 | ||||||||
Value determined by using | ||||||||
Market value in active | broker quote / carrying | |||||||
Financial instruments | market | value | ||||||
Financial assets: |
||||||||
Cash and cash equivalents |
$ | 21,704,854 | | |||||
Accounts receivables related parties |
| 8,332,816 | ||||||
Interest rate swaps |
| 52,255 | ||||||
Foreign exchange forward contracts |
| 941,480 | ||||||
Mutual bond fund |
| 660,484 | ||||||
Refund deposits |
| 79,219 | ||||||
Financial liabilities: |
||||||||
Current portion of long-term loans |
| 10,299,107 | ||||||
Accounts payable (including accounts
payable related parties) |
| 21,516,696 | ||||||
Bond payable |
| 5,988,672 | ||||||
Long-term loans |
| 19,392,164 |
F-131
(d) | Financial risk information |
(i) | Market risk | ||
All derivative financial instruments are intended as hedges for fluctuations in foreign exchange rates and interest rates. Gains or losses from these hedging instruments are likely to be offset by gains or losses from the hedged items. Thus, market price risks are believed to be low. | |||
The Company has sufficient operating capital to meet the cash requirements for the derivative financial instrument transactions. In addition, additional cash inflow is expected to meet the cash outflow. Therefore, the cash flow risk is low. | |||
(ii) | Credit risk | ||
The Company signed a Product Purchase and Capacity Reservation Agreement with NTC and IFX ( which transferred all its rights to Qimonda), as described in note 18(b) (vi). Under this agreement, these entities are each entitled to a contracted percentage of the Companys production capacity. Under the agreement, the sales of the Company were derived 100% from NTC, IFX and Qimonda. The sales are an indication that the Company has concentration of credit risk. Because these customers are all reputable listed companies, the accounts receivable from NTC and Qimonda are collectible. Management believes its exposure related to the potential payment default by NTC and Qimonda is low, as described in note 18(b). | |||
Credit risks of financial instrument transactions represent the positive net settlement amount of those contracts with positive fair values at the balance sheet date. The positive net settlement amount represents the loss to the Company if the counter-parties breached the contracts. The banks, which are the counter-parties to the foregoing derivative financial instruments, are reputable financial institutions. Management believes its exposure related to the potential default by those counter-parties is low. | |||
(iii) | Cash flow and interest rate risk | ||
Interest rate risk arises from short-term and long-term loans. Loans issued at variable rates expose the Company to cash flow interest rate risk. If the market interest rate increases by 1%, the cash outflow of the Company would increase by NT$296,913. The Company manages its cash flow interest rate risk by using floating-to-fixed interest-rate swaps. Such interest rate swaps have the economic effect of converting loans from floating rates to fixed rates. |
F-132
(a) | Names of and relationship with related parties |
Name | Relationship with the Company | |
Nan Ya Plastics Corp. (NPC)
|
Common chairman | |
Nanya Technology Corp. (NTC)
|
Stockholder | |
Infineon Technologies AG (IFX)
|
Stockholder | |
Qimonda Technologies Suzhou Co., Ltd (formerly Infineon Technologies Suzhou Co., Ltd) |
Subsidiary of Qimonda AG | |
Qimonda Richmond, LLC (formerly Infineon Technologies, Richmond) |
Subsidiary of Qimonda AG | |
Qimonda AG
|
Subsidiary of IFX |
(b) | Significant related-party transactions |
(i) | Sales revenue and accounts receivable | ||
Significant sales to related parties for the years ended December 31, 2005 and 2006, were as follows: |
2005 | 2006 | |||||||||||||||
% of | % of | |||||||||||||||
Amount | net sales | Amount | net sales | |||||||||||||
NTC |
$ | 11,502,292 | 49.94 | 20,477,214 | 50.21 | |||||||||||
IFX |
9,180,137 | 39.86 | 3,994,116 | 9.79 | ||||||||||||
Qimonda Technologies Suzhou Co., Ltd |
2,347,571 | 10.19 | 2,695,017 | 6.61 | ||||||||||||
Qimonda Richmond, LLC |
2,203 | 0.01 | | | ||||||||||||
Qimonda AG |
| | 13,615,363 | 33.39 | ||||||||||||
$ | 23,032,203 | 100.00 | 40,781,710 | 100.00 | ||||||||||||
F-133
The balances of accounts receivable resulting from the above transactions as of December 31, 2005 and 2006, consisted of the following: |
2005.12.31 | 2006.12.31 | |||||||||||||||
% of accounts | % of accounts | |||||||||||||||
receivable | receivable | |||||||||||||||
Amount | related parties | Amount | related parties | |||||||||||||
NTC |
$ | 2,362,640 | 46.78 | 4,325,897 | 51.91 | |||||||||||
IFX |
1,898,230 | 37.59 | | | ||||||||||||
Qimonda
Technologies Suzhou
Co., Ltd |
789,407 | 15.63 | | | ||||||||||||
Qimonda AG |
| | 4,006,919 | 48.09 | ||||||||||||
$ | 5,050,277 | 100.00 | 8,332,816 | 100.00 | ||||||||||||
The normal credit term with the related parties above is 60 days from delivery date. | |||
(ii) | Purchases and accounts payable | ||
Significant purchases from related parties for the years ended December 31, 2005 and 2006, were as follows: |
2005 | 2006 | |||||||||||||||
% of net | % of net | |||||||||||||||
Amount | purchases | Amount | purchases | |||||||||||||
NPC |
$ | 49,827 | 0.17 | 680,957 | 15.85 | |||||||||||
NTC |
| | 70,039 | 1.63 | ||||||||||||
IFX |
464,481 | 1.56 | 217,230 | 5.06 | ||||||||||||
Qimonda AG |
| | 252,285 | 5.87 | ||||||||||||
$ | 514,308 | 1.73 | 1,220,511 | 28.41 | ||||||||||||
F-134
The balances of accounts payable resulting from the above transactions as of December 31, 2005 and 2006, were as follows: |
2005.12.31 | 2006.12.31 | |||||||||||||||
% of total | % of total | |||||||||||||||
accounts | accounts | |||||||||||||||
Amount | payable | Amount | payable | |||||||||||||
NPC |
$ | 32,420 | 0.80 | 346,304 | 1.61 | |||||||||||
IFX |
22,792 | 0.56 | | | ||||||||||||
Qimonda AG |
| | 59,613 | 0.28 | ||||||||||||
$ | 55,212 | 1.36 | 405,917 | 1.89 | ||||||||||||
The Company pays NPC and NTC on the 15th of the month following the month of purchase, and pays IFX and Qimonda AG within 30 days of the invoice date. Purchases from NPC included miscellaneous equipment. Purchase prices and payment terms of purchases from related parties are not materially different from those of non-related general suppliers. | |||
(iii) | Acquisition and disposition of property, plant and equipment | ||
In May 2005, the Company purchased for NT$1,575,000 from NTC six parcels of land numbered 347 and five other numbers, which are located in Hwa-Ya, Kueishan, Taoyuan County. As of December 31, 2005, the Company fully paid the purchase price. | |||
In June 2005, the Company purchased for NT$73,827 electronic equipment from NTC, which was accounted for as machinery and equipment. As of December 31, 2005, the Company fully paid the purchase price. | |||
In July 2006, the Company sold for NT$600 to NTC machinery with a book value of NT$2,142. Loss on disposal of this asset amounted to NT$1,542, which was accounted for as non-operating expenses and losses others. As of December 31, 2006, the Company received full payment from NTC. | |||
(iv) | Training expense | ||
NTC transferred some of its employees to the Company to enable the Company to have a sufficient number of high quality and loyal staff. Consequently, the Company is required to reimburse NTC for the loss of their experienced employees in an amount equal to 6 months salary of those employees. The Company booked this expenditure as training expenses (classified under administrative and general expenses) of NT$5,180 for the year ended December 31, 2005. As of December 31, 2005, the Company fully paid these training expenses. | |||
F-135
(v) | Lease contracts | ||
Commencing from July 1, 2005, the Company signed lease contracts with NTC. Refer to notes 7 and 9 for details. | |||
(vi) | Other significant transactions | ||
IFX provides some IT and inspection services and other services to the Company. As of December 31, 2005 and 2006, the unpaid liability from these transactions amounted to NT$61,757 and NT$0, respectively, which was accounted for as other payables related parties. | |||
Qimonda AG provides IT and handling services to the Company. As of December 31, 2006, the unpaid liability from these transactions amounted to NT$36,511, which was accounted for as other payables related parties. | |||
NTC supplies some of the Companys utilities, steam, purification for waste water and employee dormitories. As of December 31, 2005 and 2006, the unpaid liability from this transaction amounted to NT$20,059 and NT$24,932, respectively, which was accounted for as other payables related parties. | |||
NPC rents out dormitory space and water and power utility facilities to the Company. As of December 31, 2005 and 2006, the unpaid rental and utilities amounted to NT$4,437 and NT$4,096, respectively, which was accounted for as other payables related parties. | |||
(vii) | Contracts with related parties | ||
The Company signed a Product Purchase and Capacity Reservation Agreement with NTC and IFX. Under this agreement, these entities are each entitled to a contracted percentage of the Companys production capacity. The Company is committed to sell its production to these entities at a transfer price calculated in accordance with the formula stated in the agreement. This agreement took effect on July 15, 2003, and will continue in effect until terminated by either party with cause or when the Joint Venture Agreement and/or the License and Technical Cooperation Agreement between NTC and IFX are terminated. | |||
The Company signed a Know-How Transfer Agreement with NTC and IFX. Under this agreement, these entities allowed the Company to utilize their know-how in the semiconductor manufacturing process. This contract took effect on July 15, 2003, and it will continue in effect until either of the following conditions has been fulfilled: 1) both corporations decide to terminate their Joint Venture Agreement or 2) three years after the completion of know-how transfer. | |||
IFX has completed the carve-out of its memory product business group effective on May 1, 2006. Accordingly, IFXs memory products business, including substantially all of the related assets and liabilities and personnel were transferred to a wholly owned subsidiary named Qimonda AG. Also, IFX assigned the rights and obligations under the Product Purchase and Capacity Reservation Agreement and Know-How Transfer Agreement to Qimonda AG effective on May 1, 2006. |
F-136
The Company signed a service contract with NTC. Under this contract, NTC provides transaction support in the following areas: human resources, finance, engineering and construction, raw material, inventory, etc. The service fee is charged based on the actual type of service rendered. The contract took effect on July 15, 2003, and will continue in effect until terminated mutually by both parties. |
(19) | Pledged Properties | |
Refer to note 12 for information on the Companys assets pledged to secure loans. | ||
(20) | Commitments and Contingencies | |
As of December 31, 2005 and 2006, in addition to those described in the financial statements and accompanying notes, the balance of outstanding letters of credit were as follows: |
Currency | 2005.12.31 | 2006.12.31 | ||||||
USD |
$ | 13,197 | 65,308 | |||||
JPY |
¥ | 342,070 | 2,099,273 | |||||
EUR |
| 674 | 50,907 |
(21) | Significant Disaster Loss: None. | |
(22) | Subsequent Events: | |
The Company issued a second domestic unsecured bonds on January 5, 2007. The issuance was approved by the SFB, as follows: |
Coupen Rate and | ||||||||
Principal | Par Value | Duration | Interest Payment | Repayment Term | ||||
NT$4,000,000
|
NT$1,000 | 2007.1.5 ~ 2012.1.5 | Interest payable annually at 2.23% | Payable on maturity date |
F-137
(a) | The Companys personnel, depreciation, and amortization expenses were as follows: |
For the year ended December 31, 2005 | ||||||||||||
Cost of goods sold | Operating expenses | Total | ||||||||||
Personnel expenses |
||||||||||||
Salaries |
1,048,967 | 192,903 | 1,241,870 | |||||||||
Labor and health insurance |
63,796 | 8,084 | 71,880 | |||||||||
Pension expenses |
48,974 | 9,825 | 58,799 | |||||||||
Other personnel expenses |
29,724 | 3,628 | 33,352 | |||||||||
Depreciation expenses |
8,049,957 | 49,594 | 8,099,551 | |||||||||
Amortization expenses |
6,995 | | 6,995 |
For the year ended December 31, 2006 | ||||||||||||
Cost of goods sold | Operating expenses | Total | ||||||||||
Personnel expenses |
||||||||||||
Salaries |
1,369,465 | 205,154 | 1,574,619 | |||||||||
Labor and health insurance |
90,656 | 8,267 | 98,923 | |||||||||
Pension expenses |
61,163 | 11,292 | 72,455 | |||||||||
Other personnel expenses |
41,019 | 4,037 | 45,056 | |||||||||
Depreciation expenses |
11,571,260 | 62,119 | 11,633,379 | |||||||||
Amortization expenses |
8,454 | | 8,454 |
(b) | As discussed in note 18(b)(vii) to the financial statements, the Company signed a service contract with NTC, under which, the General Administrative Office of the Formosa Group is entrusted to provide certain administrative services. For the years ended December 31, 2005 and 2006, the service expenses paid to the General Administrative Office of the Formosa Group amounted to NT$25,631 and NT$28,278, respectively. | ||
(c) | Stock purchase plan | ||
The Board of Directors of the Company approved a resolution to adopt a Deferred Stock Purchase Plan (the Plan). Under this Plan, the employees of the Company are allowed to purchase the Companys shares which are being held by Hwa-Keng Investment Corp., a corporate stockholder of the Company, following the approval thereof by the board of directors and stockholders of Hwa-Keng Investment Corp. |
F-138
The Plan requires that its actual implementation shall be made within 4 weeks after the approval of the Companys stock listing by the SFB. The purchase price is the higher of NT$15 per share or the net book value per share of the Company at the time of the Plans execution plus 10% premium thereof. There were 73,124 thousand Company shares being held by Hwa-Keng Investment Corp., which were made available for purchase by the employees. On January 6, 2006, the Company received the approval from the SFB, and implemented the Plan on the same day. On February 9, 2006, Hwa-Keng Investment Corp. sold 64,032,908 Company shares at NT$20.07 per share to the employees of the Company, following the Companys implementation of the Plan. | |||
Under the International Financial Reporting Standards (IFRS), the share-based payment is normally accounted for as current expenses. If the IFRS is adopted to account for the share-based payment under this Plan, the Company should recognize compensation cost of approximately NT$826,025 in current results of operations. However, the Company did not adopt this accounting treatment under IFRS because there are no specific accounting principles or declaratory statutes announced by the Accounting Research and Development Foundation (the ARDF) in the Republic of China. The ARDF is now in the process of promulgating the accounting treatment on share-based payment under this type of Plan and has indicated that there is a common view that simply requires disclosing the details of the Plan in the financial statements when the Plan is consummated before the declaratory statutes is announced by the ARDF, without recognizing an expense currently. For this reason, the Company simply disclosed the details of the Plan to conform with the requirement for disclosure. | |||
(d) | Reclassifications | ||
Certain accounts in the 2005 financial statements, have been reclassified to conform with the financial statements presentation adopted in 2006, for purposes of comparison. These reclassifications have not materially affected the financial statements. |
F-139
(a) | Industrial information | ||
The Companys main operating activities are to manufacture and to sell semiconductor product, which belong to a single industrial segment. | |||
(b) | Geographic information | ||
The Company has no foreign operation segment; thus, no geographic information is provided. | |||
(c) | Export sales information | ||
Export sales to geographic areas in 2005 and 2006 were summarized as follows: |
2005 | 2006 | |||||||||||||||
Destination Area | Amount | % of net sales | Amount | % of net sales | ||||||||||||
Europe |
$ | 9,180,137 | 39.86 | 17,609,479 | 43.18 | |||||||||||
Asia |
2,347,571 | 10.19 | 2,695,017 | 6.61 | ||||||||||||
North America |
2,203 | 0.01 | | | ||||||||||||
Total |
$ | 11,529,911 | 50.06 | 20,304,496 | 49.79 | |||||||||||
(d) | Major clients | ||
The major clients of the Company for the years 2005 and 2006 were summarized as follows: |
2005 | 2006 | |||||||||||||||
Client | Amount | % of net sales | Amount | % of net sales | ||||||||||||
NTC |
$ | 11,502,292 | 49.94 | 20,477,214 | 50.21 | |||||||||||
Qimonda AG |
| | 13,615,363 | 33.39 | ||||||||||||
IFX |
9,180,137 | 39.86 | 3,994,116 | 9.79 | ||||||||||||
Qimonda
Technologies Suzhou
Co., Ltd |
2,347,571 | 10.19 | 2,695,017 | 6.61 | ||||||||||||
Total |
$ | 23,030,000 | 99.99 | 40,781,710 | 100.00 | |||||||||||
F-140
(25) | Summary of Significant Differences between Accounting Principles Followed by the Company and Generally Accepted Accounting Principles in the United States of America |
a. | Derivative financial instrument transactions | ||
Before January 1, 2006, under ROC GAAP, there are no specific rules related to accounting for derivative financial instruments, nor criteria for hedge accounting. Therefore, companies have flexibility in choosing when to recognize derivative financial instruments and when to follow hedge accounting versus fair value accounting for such instruments. In practice, derivative contracts including foreign currency forward contracts and interest rate swaps are accounted for as follows: |
(i) | Foreign exchange forward contracts | ||
Foreign exchange forward contracts, which were entered into for the purpose of hedging the risks of exchange rate fluctuation on foreign currency receivables and payables, were translated into New Taiwan Dollars using spot rates on the balance sheet date. The resulting translation difference was recorded as an exchange gain or loss in the accompanying statements of income. The difference between the forward rate and spot rate at the contract date was amortized over the contract period. | |||
(ii) | Interest rate swaps | ||
Because there is no physical transfer of principal, only memo entries of notional principals were made for interest rate swaps. For trading swaps, the differences between the present and market values of interest receivables or payables arising thereon were reported as unrealized gains or losses on derivative instruments. For non-trading swaps, interest was accrued based on contract terms, with interest revenue and expense recognized in the same period that the hedged items affect earnings. |
Effective January 1, 2006, however, the accounting for derivative financial instrument transactions is principally equivalent to U.S. GAAP. | |||
U.S. GAAP contains comprehensive guidance as to when hedge accounting is appropriate. As a consequence, certain derivative contracts such as foreign currency forward contracts and interest rate swaps included in the Companys balance sheet would be recorded at the derivatives contracts market rate as of the reporting date, resulting in a decrease in other receivables as reported under the ROC GAAP balance sheet. |
F-141
b. | Bonuses to employees, directors and supervisors | ||
Under the ROC regulations and the Companys Articles of Incorporation, a portion of distributable earnings should be set aside as bonuses to employees, directors and supervisors. Bonuses to directors and supervisors are always paid in cash. However, bonuses to employees may be granted in cash or shares or both. All of these appropriations, including share bonuses which are valued at par value of NT$10, are charged against retained earnings, after such appropriations are formally approved by the shareholders in the following year. | |||
Under U.S. GAAP, bonuses and remuneration are generally expensed as services are rendered. Also under U.S. GAAP, bonuses which are paid in the form of Company shares are recorded within equity at fair market value, with a corresponding charge to earnings for the difference between the fair value of the shares at the date of grant and the price paid by the employee, if any. | |||
c. | Undistributed earnings surtax | ||
Companies in the ROC are subject to a 10% surtax on undistributed profits earned after December 31, 1997. If the undistributed earnings are distributed in the following year, the 10% surtax is not due. Under ROC GAAP, income tax expense is recorded in the statement of operations in the following year if the earnings are not distributed to the shareholders. | |||
Under U.S. GAAP, the 10% surtax leviable on the undistributed earnings is recorded in the statement of income in the year when the profits were earned. The income tax expense, including the tax effects of temporary differences, in such year is measured by using the rate that includes this 10% surtax. | |||
As of December 31, 2005 and 2006, the Company has established a valuation allowance for principally all of its deferred tax assets as a result of forecasts for future taxable income and the five-year Income Tax Holiday related to taxable income that is derived from the sale of products produced from Phases 1, 2, and 3 of Fab 1. | |||
d. | Capital contribution | ||
Under ROC GAAP, the expatriate employees payroll cost paid by a foreign joint venture partner/shareholder is not recorded nor treated as the shareholders capital contribution in the Company. | |||
Under U.S. GAAP, the expatriate employees payroll cost paid by a foreign joint venture partner would be recorded as expense and treated as capital contribution in the Company. |
F-142
e. | Lease | ||
Under ROC GAAP, the estimated fair value of a partially leased building used in
evaluating the lease classification described under Note 2 (h) to the financial
statements can be based on the proportionate fair value of the entire building.
Under U.S. GAAP, the fair value of a partially leased building used in determining the lease classification must be based on the specific fair value of the leased asset. In the event that the fair value of the partially leased building can not be determined, the lease of a partial building should be treated as an operating lease. As a result, the leased asset described in Note 7 to the financial statements, which was treated as a capital lease under ROC GAAP would be treated as an operating lease under U.S. GAAP. |
|||
f. | Related party | ||
Under ROC GAAP, the transaction with the Formosa Group as described in Note
23(b) is not treated as a related party transaction. Under U.S. GAAP, the transaction would be considered a related party transaction. |
|||
g. | Earnings per share | ||
Under ROC GAAP, earnings per share are calculated based on the
weighted average number of outstanding shares. The weighted average
number of outstanding shares is retroactively adjusted for common
stock issued arising from the distribution of stock dividends through
unappropriated earnings and capital surplus. Under U.S. GAAP, when a simple capital structure exists, basic earnings per share are calculated using the weighted average number of common shares outstanding. The weighted average number of outstanding shares is not retroactively adjusted for stock dividends. |
|||
h. | Stock purchase plan | ||
Under ROC GAAP, no compensation cost is recognized for the deferred stock purchase plan because there are no specific accounting principles or declaratory statutes announced by the Accounting Research and Development Foundation (the ARDF) in the Republic of China. | |||
Under U.S. GAAP, compensation cost is recognized for the deferred stock purchase plan based on the difference between the fair value of the shares at the date of grant and the price paid by the employee. |
F-143
i. | Pension | ||
In accordance with ROC GAAP, the Companys unrecognized actuarial
gains and losses are not recognized as pension liabilities until the
accumulated unrecognized amounts exceed certain thresholds. In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 158 Employers Accounting for Defined Benefit Pension and Other Post-retirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit post-retirement plan as an asset or liability in the balance sheet and to recognize changes in that funded status in other comprehensive income in the year in which the changes occur. Retrospective application of SFAS 158 is not permitted. The Company has adopted SFAS 158 for purposes of its US GAAP reconciliation with effect as of December 31, 2006. |
|||
j. | Statement cash flows | ||
Under ROC GAAP, bonus to employees and remuneration to directors and supervisors are considered financing activities. | |||
Under US GAAP, bonus to employees and remuneration to directors and supervisors are considered operating activities. |
F-144
The following reconciles net income and stockholders entity under ROC GAAP as reported in the audited financial statements to the net income and stockholders equity amounts determined under U.S. GAAP, giving effect to adjustments for the differences listed above. |
2005 | 2006 | |||||||
Net income |
||||||||
Net income based on ROC GAAP |
$ | 5,929,758 | 15,867,909 | |||||
Adjustments: |
||||||||
a.Foreign
currency forward contracts marked to market |
(355,857 | ) | | |||||
a.Interest
rate swaps marked to market |
75,943 | | ||||||
a.Cumulative effect of change in accounting principle |
| 317,220 | ||||||
b.Bonuses to employees |
(298,866 | ) | (799,742 | ) | ||||
b.Remuneration to directors and supervisors |
(3,736 | ) | (9,997 | ) | ||||
c.10% surtax on undistributed earnings |
(565,812 | ) | (1,428,112 | ) | ||||
c.Tax benefit |
588,522 | 858,623 | ||||||
d.Expatriate employees payroll cost paid by IFX |
(168,697 | ) | (166,766 | ) | ||||
e.Operating lease |
(4,742 | ) | (8,930 | ) | ||||
h.DSPP |
| (826,025 | ) | |||||
Net decrease in net income |
(733,245 | ) | (2,063,729 | ) | ||||
Net income based on U.S. GAAP |
$ | 5,196,513 | 13,804,180 | |||||
Earnings per share |
$ | 2.08 | 4.72 | |||||
Stockholders equity |
||||||||
Stockholders equity based on ROC GAAP |
$ | 47,236,284 | 79,137,540 | |||||
Adjustments: |
||||||||
a.Foreign
currency forward contracts marked to market |
(355,857 | ) | | |||||
a.Interest
rate swaps marked to market |
38,637 | | ||||||
b.Bonuses to employees |
(298,866 | ) | (799,742 | ) | ||||
b.Remuneration to directors and supervisors |
(3,736 | ) | (9,997 | ) | ||||
c.10% surtax on undistributed earnings |
(565,812 | ) | (1,428,112 | ) | ||||
c.Tax benefit |
639,247 | 932,058 | ||||||
d. Expatriate employees payroll cost paid by IFX |
(324,773 | ) | (491,539 | ) | ||||
d.Contributed capital (net of tax of $105,552 and $159,951 in 2005 and 2006, respectively) arising from employees payroll paid by IFX |
219,221 | 331,788 | ||||||
e.Operating lease |
(4,742 | ) | (13,672 | ) | ||||
i.Other comprehensive incomepension |
| (41,800 | ) | |||||
Net decrease in stockholders equity |
(656,681 | ) | (1,521,016 | ) | ||||
Stockholders equity based on U.S. GAAP |
$ | 46,579,603 | 77,616,524 | |||||
Changes in stockholders equity based on U.S. GAAP |
||||||||
Balance, beginning of period |
$ | 41,377,184 | 46,579,603 | |||||
Issuance of common stock |
| 19,769,176 | ||||||
Cash dividend to stockholders |
(124,883 | ) | (3,433,227 | ) | ||||
Bonus shares issued at a premium to the employees |
16,919 | | ||||||
Contributed capital (net of tax of $54,827 and $54,199 in 2005 and 2006,
respectively ) arising from employees |
113,870 | 112,567 | ||||||
DSPP |
| 826,025 | ||||||
Other comprehensive income pension |
| (41,800 | ) | |||||
Net income for the year |
5,196,513 | 13,804,180 | ||||||
Balance, end of period |
$ | 46,579,603 | 77,616,524 | |||||
F-145
2005 | 2006 | |||||||
Current Assets |
||||||||
As reported |
$ | 20,340,339 | 36,470,375 | |||||
U.S. GAAP adjustments |
||||||||
a.Financial assets-Interest rate swaps |
38,637 | | ||||||
a.Financial assets-Foreign currency forward contracts |
(355,857 | ) | | |||||
e.Current portion of lease receivables |
(6,690 | ) | (4,912 | ) | ||||
c.Deferred tax assets-current, net |
11,277 | 28,351 | ||||||
e.Other current assets |
2,057 | | ||||||
As adjusted |
$ | 20,029,763 | 36,493,814 | |||||
Property, plant and equipment |
||||||||
As reported |
$ | 66,162,814 | 100,410,476 | |||||
U.S. GAAP adjustments |
||||||||
e.Building and structure |
281,538 | 281,538 | ||||||
e.Other equipment |
75,555 | 75,555 | ||||||
e.Accumulated depreciation |
(18,414 | ) | (31,977 | ) | ||||
As adjusted |
$ | 66,501,493 | 100,735,592 | |||||
Other Assets |
||||||||
As reported |
$ | 854,936 | 802,349 | |||||
U.S. GAAP adjustments |
||||||||
c.Deferred tax assets-non-current, net |
239,512 | 29,900 | ||||||
e.Lease receivables-long term |
(338,788 | ) | (333,876 | ) | ||||
As adjusted |
$ | 755,660 | 498,373 | |||||
Current Liabilities |
||||||||
As reported |
$ | 13,903,989 | 32,974,822 | |||||
U.S. GAAP adjustments |
||||||||
b.Employees bonus |
298,866 | 799,742 | ||||||
b.Remuneration to directors and supervisors |
3,736 | 9,997 | ||||||
c.10% surtax on undistributed earnings |
282,906 | 714,056 | ||||||
As adjusted |
$ | 14,489,497 | 34,498,617 | |||||
Other Liabilities |
||||||||
As reported |
$ | 52,285 | 51,252 | |||||
U.S. GAAP adjustments |
||||||||
i.Accrued pension liabilities |
| 41,800 | ||||||
As adjusted |
$ | 52,285 | 93,052 | |||||
F-146
Infineon Technologies AG | ||||
By: /s/ DR. WOLFGANG ZIEBART | ||||
Dr. Wolfgang Ziebart | ||||
Member of the Management Board and | ||||
Chief Executive Officer | ||||
By: /s/ PETER J. FISCHL | ||||
Peter J. Fischl | ||||
Member of the Management Board and | ||||
Chief Financial Officer |
Exhibit | Exhibit | Filing Date | SEC File | |||||||||
Number | Description of Exhibit | Form | Number | with SEC | Number | |||||||
1.1
|
Articles of Association (as of February 2006) (English translation) | 20-F | 1.1 | November 30, 2006 | 1-15000 | |||||||
1.2
|
Rules of Procedure for the Management Board (English translation) | 20-F | 1.2 | December 21, 2000 | 1-15000 | |||||||
1.3
|
Rules of Procedure for the Supervisory Board (English translation) | 20-F | 1.3 | November 23, 2005 | 1-15000 | |||||||
1.4
|
Rules of Procedure for the Investment Finance and Audit Committee of the Supervisory Board (English translation) | 20-F | 1.4 | November 23, 2005 | 1-15000 | |||||||
4.3
|
Patent Cross License Agreement between Infineon and Siemens AG, dated as of February 11, 2000 | F-1 | 10.7 | February 18, 2000 | 333-11508 | |||||||
4.9
|
Shareholder Agreement of ALTIS Semiconductor between Infineon Technologies Holding France and Compagnie IBM France, dated as of June 24, 1999 | F-1 | 10.15 | February 18, 2000 | 333-11508 | |||||||
4.13
|
Terms and Conditions of 4.25% Guaranteed Subordinated Convertible Notes due 2007 in the aggregate nominal amount of EUR 1,000,000,000 (the Subordinated Convertible Notes) issued on February 1, 2002 by Infineon Technologies Holding B.V. | 20-F | 4.33 | December 4, 2002 | 1-15000 | |||||||
4.14
|
Undertaking for Granting of Conversion Rights from Infineon to JPMorgan Chase Bank for the benefit of the holders of the Subordinated Convertible Notes, dated February 1, 2002 | 20-F | 4.34 | December 4, 2002 | 1-15000 | |||||||
4.15
|
Subordinated Guarantee of Infineon, as Guarantor, in favor of the holders of Subordinated Convertible Notes, dated February 1, 2002 | 20-F | 4.35 | December 4, 2002 | 1-15000 | |||||||
4.16
|
Loan Agreement dated February 1, 2002, between Infineon Technologies Holding B.V., as Issuer, and Infineon | 20-F | 4.36 | December 4, 2002 | 1-15000 | |||||||
4.17
|
Assignment Agreement dated February 1, 2002, among Infineon Technologies Holding B.V., Infineon and JPMorgan Chase Bank for the benefit of the holders of the Subordinated Convertible Notes | 20-F | 4.37 | December 4, 2002 | 1-15000 | |||||||
4.18
|
Joint Venture Agreement between Infineon and Nanya Technology Corporation, executed on November 13, 2002 | 20-F | 4.38 | December 4, 2002 | 1-15000 | |||||||
4.19
|
Amendments No 1, 2 and 3 to the Joint Venture Agreement between Infineon and Nanya Technology Corporation, executed on November 13, 2002 | 20-F | 4.19 | November 23, 2005 | 1-15000 | |||||||
4.19.1 |
Amendment No. 4 to the Joint Venture Agreement between Infineon and Nanya Technology Corporation, executed on November 13, 2002 | Filed as exhibit 10(i)(I) to the registration statement on form F-1 of Qimonda AG dated August 8, 2006 and incorporated herein by reference | ||||||||||
4.20
|
Terms and Conditions of 5% Guaranteed Subordinated Convertible Notes due 2010 in the aggregate nominal amount of EUR 700,000,000 (the 2010 Notes) issued on June 5, 2003 by Infineon Technologies Holding B.V. | 20-F | 4.30 | November 21, 2003 | 1-15000 | |||||||
4.21
|
Undertaking for Granting of Conversion Rights from Infineon to JPMorgan Chase Bank for the benefit of the holders of the 2010 Notes, dated June 2, 2003 | 20-F | 4.31 | November 21, 2003 | 1-15000 |
Exhibit | Exhibit | Filing Date | SEC File | |||||||||
Number | Description of Exhibit | Form | Number | with SEC | Number | |||||||
4.22
|
Subordinated Guarantee of Infineon, as Guarantor, in favor of the holders of 2010 Notes, dated June 2, 2002 | 20-F | 4.32 | November 21, 2003 | 1-15000 | |||||||
4.23
|
Loan Agreement dated June 2, 2003, between Infineon Technologies Holding B.V., as Issuer, and Infineon | 20-F | 4.33 | November 21, 2003 | 1-15000 | |||||||
4.24
|
Assignment Agreement dated June 2, 2003, among Infineon Technologies Holding B.V., Infineon and JPMorgan Chase Bank for the benefit of the holders of the 2010 Notes | 20-F | 4.34 | November 21, 2003 | 1-15000 | |||||||
4.25
|
Amendment 1, dated June 26, 2003, to Shareholder Agreement of ALTIS Semiconductor between Infineon Technologies Holding France and Compagnie IBM France, dated as of June 24, 1999 | 20-F | 4.35 | November 21, 2003 | 1-15000 | |||||||
4.25.1
|
Amendment 2 effective as of December 31, 2005 to Shareholder Agreement of ALTIS Semiconductor between Infineon Technologies Holding France and IBM XXI SAS dated as of June 24, 1999. | 20-F | 4.25.1 | November 30, 2006 | 1-15000 | |||||||
4.26
|
Real Estate Leasing Contract between MoTo Object CAMPEON GmbH & Co. KG and Infineon dated as of December 23, 2003, with Supplementary Agreements No 1 and 2 (English translation) | 20-F | 4.28 | November 26, 2004 | 1-15000 | |||||||
4.27.1 | Contribution Agreement (Einbringungsvertrag ) between Infineon Technologies AG and Qimonda AG, dated as of April 25, 2006, and addendum thereto, dated as of June 2, 2006 (English translation). | Filed as exhibit 10(i)(A) to the registration statement on form F-1 of Qimonda AG dated August 8, 2006 and incorporated herein by reference | ||||||||||
4.27.2 | Contribution Agreement (Einbringungsvertrag ) between Infineon Holding B.V. and Qimonda AG, dated as of May 4, 2006 (English translation). | Filed as exhibit 10(i)(B) to the registration statement on form F-1 of Qimonda AG dated August 8, 2006 and incorporated herein by reference | ||||||||||
4.27.3 | Addenda No. 2 and 3 to Contribution Agreement (Einbringungsvertrag ) between Infineon Technologies AG and Qimonda AG, dated as of April 25, 2006 (English translation). | Filed as exhibit 4(i)(W) to the annual report on form 20-F of Qimonda AG dated November 21, 2006 and incorporated herein by reference | ||||||||||
4.27.4 | Trust Agreement between Infineon Technologies AG and Qimonda AG, dated as of April 25, 2006, as amended (English translation). | Filed as exhibit 4(i)(C) to the annual report on form 20-F of Qimonda AG dated November 21, 2006 and incorporated herein by reference | ||||||||||
4.27.5 | Master Loan Agreement between Qimonda AG and Infineon Technologies Holding B.V., dated April 28, 2006. | Filed as exhibit 10(i)(D) to the registration statement on form F-1 of Qimonda AG dated August 8, 2006 and incorporated herein by reference | ||||||||||
4.27.6 | Global Services Agreement between Infineon Technologies AG and Qimonda AG, effective May 1, 2006. | Filed as exhibit 10(i)(E) to the registration statement on form F-1 of Qimonda AG dated August 8, 2006 and incorporated herein by reference | ||||||||||
4.27.7 | Master IT Cost Sharing Agreement by and between Infineon Technologies AG and Qimonda AG, effective May 1, 2006 | Filed as exhibit 10(i)(Q) to the registration statement on form F-1 of Qimonda AG dated August 8, 2006 and incorporated herein by reference | ||||||||||
8
|
List of Significant Subsidiaries and Associated Companies of Infineon | 20-F | 8 | November 30, 2006 | 1-15000 | |||||||
12.1
|
Certification of chief executive officer pursuant to Exchange Act Rule 13a-14(a) | Filed herewith. | ||||||||||
12.2
|
Certification of chief financial officer pursuant to Exchange Act Rule 13a-14(a) | Filed herewith. | ||||||||||
13
|
Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | ||||||||||
14.1
|
Consent of KPMG Certified Public Accountants (in respect of Inotera Memories, Inc.) | Filed herewith | ||||||||||
14.2
|
Consents of KPMG Certified Public Accountants (in respect of Inotera Memories, Inc.) | Filed herewith | ||||||||||
14.3
|
Consent of KPMG Deutsche Treuhand-Gesellschaft AG | 20-F | 14 | November 30, 2006 | 1-15000 | |||||||
Confidential treatment requested as to certain portions, which portions have been filed separately with the Securities and Exchange Commission |