Semilux International Ltd. Ordinary Shares (SELX)
Filed: 17 Dec 24, 4:51pm
Exhibit 99.1
SEMILUX INTERNATIONAL Ltd.
INDIVIDUAL BALANCE SHEETS
JUNE 30, 2024, DECEMBER 31, 2023 AND JUNE 30, 2023
(Expressed in thousands of New Taiwan dollars)
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||||||||||||||||||
| Assets | Notes | AMOUNT | % | AMOUNT | % | AMOUNT | % | |||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||||
| 1100 | Cash and cash equivalents | 6(1) | $ | 150,108 | 36 | $ | 202,465 | 45 | $ | 255,390 | 51 | |||||||||||||||||
| 1136 | Current financial assets at amortised cost | 6(2) and 8 | 97,350 | 23 | 92,115 | 21 | 93,420 | 19 | ||||||||||||||||||||
| 1170 | Accounts receivable, net | 6(3) | 4,714 | 1 | 5,522 | 1 | 4,194 | 1 | ||||||||||||||||||||
| 1220 | Current tax assets | 2,082 | 1 | 1,794 | - | 1,052 | - | |||||||||||||||||||||
| 130X | Inventories | 6(4) | 38,120 | 9 | 45,275 | 10 | 58,713 | 12 | ||||||||||||||||||||
| 1410 | Prepayments | 3,407 | 1 | 4,892 | 1 | 3,897 | 1 | |||||||||||||||||||||
| 1470 | Other current assets | 6(5) | 46,536 | 11 | 29,455 | 7 | 268 | - | ||||||||||||||||||||
| 11XX | Current Assets | 342,317 | 82 | 381,518 | 85 | 416,934 | 84 | |||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||||
| 1600 | Property, plant and equipment | 6(6) | 48,264 | 11 | 47,996 | 11 | 54,922 | 11 | ||||||||||||||||||||
| 1755 | Right-of-use assets | 6(8) | 9,024 | 2 | 7,474 | 2 | 12,449 | 3 | ||||||||||||||||||||
| 1840 | Deferred income tax assets | 6(22) | 7,280 | 2 | 4,820 | 1 | 3,674 | 1 | ||||||||||||||||||||
| 1900 | Other non-current assets | 6(7) | 11,183 | 3 | 7,007 | 1 | 7,014 | 1 | ||||||||||||||||||||
| 15XX | Non-current assets | 75,751 | 18 | 67,297 | 15 | 78,059 | 16 | |||||||||||||||||||||
| 1XXX | Total assets | $ | 418,068 | 100 | $ | 448,815 | 100 | $ | 494,993 | 100 | ||||||||||||||||||
(Continued)
~1~
SEMILUX INTERNATIONAL Ltd.
INDIVIDUAL BALANCE SHEETS
JUNE 30, 2024, DECEMBER 31, 2023 AND JUNE 30, 2023
(Expressed in thousands of New Taiwan dollars)
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||||||||||||||||||
| Liabilities and Equity | Notes | AMOUNT | % | AMOUNT | % | AMOUNT | % | |||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||||
| 2100 | Short-term borrowings | 6(9) and 8 | $ | 90,000 | 21 | $ | 90,000 | 20 | $ | 90,000 | 18 | |||||||||||||||||
| 2130 | Current contract liabilities | 6(15) | 177 | - | 99 | - | - | - | ||||||||||||||||||||
| 2170 | Accounts payable | 346 | - | 29 | - | 428 | - | |||||||||||||||||||||
| 2200 | Other payables | 11,561 | 3 | 11,069 | 2 | 8,667 | 2 | |||||||||||||||||||||
| 2220 | Other payables to related parties | 7(2) | 2,487 | 1 | - | - | - | - | ||||||||||||||||||||
| 2280 | Current lease liabilities | 6(8) | 5,562 | 1 | 7,003 | 2 | 8,875 | 2 | ||||||||||||||||||||
| 2320 | Long-term liabilities, current portion | 6(10) | 10,910 | 3 | 13,785 | 3 | 19,817 | 4 | ||||||||||||||||||||
| 2399 | Other current liabilities, others | 551 | - | 545 | - | 501 | - | |||||||||||||||||||||
| 21XX | Current Liabilities | 121,594 | 29 | 122,530 | 27 | 128,288 | 26 | |||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||||
| 2540 | Long-term borrowings | 6(10) and 8 | 36,983 | 9 | 36,688 | 8 | 37,673 | 8 | ||||||||||||||||||||
| 2570 | Deferred income tax liabilities | 6(22) | 3,645 | 1 | 1,299 | 1 | 2,424 | - | ||||||||||||||||||||
| 2580 | Non-current lease liabilities | 6(8) | 3,259 | 1 | - | - | 3,208 | 1 | ||||||||||||||||||||
| 25XX | Non-current liabilities | 43,887 | 11 | 37,987 | 9 | 43,305 | 9 | |||||||||||||||||||||
| 2XXX | Total Liabilities | 165,481 | 40 | 160,517 | 36 | 171,593 | 35 | |||||||||||||||||||||
| Equity attributable to owners of parent | ||||||||||||||||||||||||||||
| Share capital | 6(12) | |||||||||||||||||||||||||||
| 3110 | Share capital - common stock | 281,510 | 67 | 281,510 | 63 | 281,510 | 57 | |||||||||||||||||||||
| Capital surplus | 6(13) | |||||||||||||||||||||||||||
| 3200 | Capital surplus | 46,365 | 11 | 46,365 | 10 | 46,365 | 9 | |||||||||||||||||||||
| Retained earnings | 6(14) | |||||||||||||||||||||||||||
| 3310 | Legal reserve | 13,956 | 3 | 13,956 | 3 | 13,956 | 3 | |||||||||||||||||||||
| 3350 | Accumulated deficit | (89,244 | ) | (21 | ) | (53,533 | ) | (12 | ) | (18,431 | ) | (4 | ) | |||||||||||||||
| 3XXX | Total equity | 252,587 | 60 | 288,298 | 64 | 323,400 | 65 | |||||||||||||||||||||
| Significant Contingent Liabilities and Unrecognised Contract Commitments | 9 | |||||||||||||||||||||||||||
| Significant Events after the Balance Sheet Date | 11 | |||||||||||||||||||||||||||
| 3X2X | Total liabilities and equity | $ | 418,068 | 100 | $ | 448,815 | 100 | $ | 494,993 | 100 | ||||||||||||||||||
The accompanying notes are an integral part of these individual financial statements.
~2~
SEMILUX INTERNATIONAL Ltd.
INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME
SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except for losses per share)
| Six months ended June 30 | ||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | |||||||||||||||
| 4000 | Sales revenue | 6(15) | $ | 16,226 | 100 | $ | 15,262 | 100 | ||||||||||||
| 5000 | Operating costs | 6(4)(20)(21) | (28,428 | ) | (175 | ) | (15,608 | ) | (102 | ) | ||||||||||
| 5900 | Net operating margin | (12,202 | ) | (75 | ) | (346 | ) | (2 | ) | |||||||||||
| Operating expenses | 6(20)(21) | |||||||||||||||||||
| 6100 | Selling expenses | (6,337 | ) | (39 | ) | (4,520 | ) | (30 | ) | |||||||||||
| 6200 | General and administrative expenses | (19,251 | ) | (119 | ) | (16,379 | ) | (107 | ) | |||||||||||
| 6300 | Research and development expenses | (17,586 | ) | (108 | ) | (11,535 | ) | (76 | ) | |||||||||||
| 6450 | Impairment gain and reversal of impairment loss | 12(2) | - | - | 267 | 2 | ||||||||||||||
| 6000 | Total operating expenses | (43,174 | ) | (266 | ) | (32,167 | ) | (211 | ) | |||||||||||
| 6900 | Operating loss | (55,376 | ) | (341 | ) | (32,513 | ) | (213 | ) | |||||||||||
| Non-operating income and expenses | ||||||||||||||||||||
| 7100 | Interest income | 6(16) | 6,233 | 38 | 7,316 | 48 | ||||||||||||||
| 7010 | Other income | 6(17) | 468 | 3 | 330 | 2 | ||||||||||||||
| 7020 | Other gains and losses | 6(18) | 14,330 | 88 | 3,731 | 25 | ||||||||||||||
| 7050 | Finance costs | 6(19) | (1,480 | ) | (9 | ) | (1,666 | ) | (11 | ) | ||||||||||
| 7000 | Total non-operating income and expenses | 19,551 | 120 | 9,711 | 64 | |||||||||||||||
| 7900 | Loss before income tax | (35,825 | ) | (221 | ) | (22,802 | ) | (149 | ) | |||||||||||
| 7950 | Income tax benefit | 6(22) | 114 | 1 | 304 | 2 | ||||||||||||||
| 8200 | Loss for the period | $ | (35,711 | ) | (220 | ) | $ | (22,498 | ) | (147 | ) | |||||||||
| 8300 | Total other comprehensive income for the period | $ | - | - | $ | - | - | |||||||||||||
| 8500 | Total comprehensive loss for the period | $ | (35,711 | ) | (220 | ) | $ | (22,498 | ) | (147 | ) | |||||||||
| Basic losses per share | 6(23) | |||||||||||||||||||
| 9750 | Total basic losses per share | $ | (1.27 | ) | $ | (0.80 | ) | |||||||||||||
| Diluted losses per share | 6(23) | |||||||||||||||||||
| 9850 | Total diluted losses per share | $ | (1.27 | ) | $ | (0.80 | ) | |||||||||||||
The accompanying notes are an integral part of these individual financial statements.
~3~
SEMILUX INTERNATIONAL Ltd.
INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY
SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Retained Earnings | ||||||||||||||||||||||
| Notes | Share capital - common stock | Capital surplus, additional paid-in capital | Legal reserve | Unappropriated retained earnings (accumulated deficit) | Total equity | |||||||||||||||||
| Six months ended June 30, 2023 | ||||||||||||||||||||||
| Balance at January 1, 2023 | $ | 281,510 | $ | 46,365 | $ | 13,504 | $ | 4,519 | $ | 345,898 | ||||||||||||
| Loss for the period | - | - | - | (22,498 | ) | (22,498 | ) | |||||||||||||||
| Other comprehensive income | - | - | - | - | - | |||||||||||||||||
| Total comprehensive loss | - | - | - | (22,498 | ) | (22,498 | ) | |||||||||||||||
| Appropriation and distribution of retained earnings: | 6(14) | |||||||||||||||||||||
| Legal reserve | - | - | 452 | (452 | ) | - | ||||||||||||||||
| Balance at June 30, 2023 | $ | 281,510 | $ | 46,365 | $ | 13,956 | $ | (18,431 | ) | $ | 323,400 | |||||||||||
| Six months ended June 30, 2024 | ||||||||||||||||||||||
| Balance at January 1, 2024 | $ | 281,510 | $ | 46,365 | $ | 13,956 | $ | (53,533 | ) | $ | 288,298 | |||||||||||
| Loss for the period | - | - | - | (35,711 | ) | (35,711 | ) | |||||||||||||||
| Other comprehensive income | - | - | - | - | - | |||||||||||||||||
| Total comprehensive loss | - | - | - | (35,711 | ) | (35,711 | ) | |||||||||||||||
| Balance at June 30, 2024 | $ | 281,510 | $ | 46,365 | $ | 13,956 | $ | (89,244 | ) | $ | 252,587 | |||||||||||
The accompanying notes are an integral part of these individual financial statements.
~4~
SEMILUX INTERNATIONAL Ltd.
INDIVIDUAL STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Six months ended June 30 | ||||||||||
| Notes | 2024 | 2023 | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||
| Loss before tax | $ | (35,825 | ) | $ | (22,802 | ) | ||||
| Adjustments | ||||||||||
| Adjustments to reconcile profit (loss) | ||||||||||
| Depreciation expense - property, plant and equipment | 6(20) | 13,179 | 12,180 | |||||||
| Expected credit impairment gain | 12(2) | - | (267 | ) | ||||||
| Interest expense | 6(19) | 1,480 | 1,666 | |||||||
| Interest income | 6(16) | (6,233 | ) | (7,316 | ) | |||||
| Changes in operating assets and liabilities | ||||||||||
| Changes in operating assets | ||||||||||
| Financial assets at amortised cost | (5,235 | ) | 31,263 | |||||||
| Accounts receivable | 808 | 2,480 | ||||||||
| Inventories | 7,155 | (21,945 | ) | |||||||
| Prepayments | 1,485 | 3,901 | ||||||||
| Other receivables | (21 | ) | 1,840 | |||||||
| Other current assets | (17,060 | ) | (137 | ) | ||||||
| Other non - current assets | - | 10 | ||||||||
| Changes in operating liabilities | ||||||||||
| Current contract liabilities | 78 | - | ||||||||
| Accounts payable | 317 | (812 | ) | |||||||
| Other payables | 323 | (7,194 | ) | |||||||
| Other payables to related parties | 2,487 | - | ||||||||
| Other current liabilities | 6 | 36 | ||||||||
| Cash outflow generated from operations | (37,056 | ) | (7,097 | ) | ||||||
| Interest received | 6,233 | 7,316 | ||||||||
| Interest paid | (1,397 | ) | (1,471 | ) | ||||||
| Income tax paid | (288 | ) | (718 | ) | ||||||
| Net cash flows used in operating activities | (32,508 | ) | (1,970 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||
| Acquisition of property, plant and equipment | 6(24) | (12,301 | ) | (7,104 | ) | |||||
| Decrease (increase) in guarantee deposits received | 20 | (69 | ) | |||||||
| Net cash flows used in investing activities | (12,281 | ) | (7,173 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||
| Increase in short-term loans | 6(25) | 8,000 | 8,000 | |||||||
| Decrease in short-term loans | 6(25) | (8,000 | ) | (26,370 | ) | |||||
| Payments of lease liabilities | 6(25) | (4,988 | ) | (5,160 | ) | |||||
| Repayments of long-term debt | 6(25) | (2,580 | ) | (11,277 | ) | |||||
| Net cash flows used in financing activities | (7,568 | ) | (34,807 | ) | ||||||
| Net decrease in cash and cash equivalents | (52,357 | ) | (43,950 | ) | ||||||
| Cash and cash equivalents at beginning of period | 202,465 | 299,340 | ||||||||
| Cash and cash equivalents at end of period | $ | 150,108 | $ | 255,390 | ||||||
The accompanying notes are an integral part of these individual financial statements.
~5~
SEMILUX INTERNATIONAL Ltd.
NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| 1. | History and Organization |
Semilux International Ltd. (the “Company”) is primarily engaged in the development, manufacture and sales of laser module and its components.
| 2. | The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation |
These individual financial statements were reported to the Board of Directors on October 30, 2024.
| 3. | Application of New Standards, Amendments and Interpretations |
| (1) | Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS®”) Accounting Standards that came into effect as endorsed by the Financial Supervisory Commission (“FSC”) |
New standards, interpretations and amendments endorsed by FSC and became effective from 2024 are as follows:
| Effective date by | ||
| International Accounting | ||
| New Standards, Interpretations and Amendments | Standards Board | |
| Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ | January 1, 2024 | |
| Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ | January 1, 2024 | |
| Amendments to IAS 1, ‘Non-current liabilities with covenants’ | January 1, 2024 | |
| Amendments to IAS 7 and IFRS 7, ‘Supplier finance arrangements’ | January 1, 2024 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
| (2) | Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but not yet adopted by the Company |
New standards, interpretations and amendments endorsed by the FSC effective from 2025 are as follows:
| Effective date by | ||
| International Accounting | ||
| New Standards, Interpretations and Amendments | Standards Board | |
| Amendments to IAS 21, ‘Lack of exchangeability’ | January 1, 2025 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
~6~
| (3) | IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC |
New standards, interpretations and amendments issued by IASB but not yet included in the IFRS Accounting Standards as endorsed by the FSC are as follows:
| Effective date by | ||
| International Accounting | ||
| New Standards, Interpretations and Amendments | Standards Board | |
| Amendments to IFRS 9 and IFRS 7, ‘Amendments to the classification and measurement of financial Instruments’ | January 1, 2026 | |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ | To be determined by International Accounting Standards Board | |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 | |
| Amendments to IFRS 17, ‘Insurance contracts’ | January 1, 2023 | |
| Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 – comparative information’ | January 1, 2023 | |
| IFRS 18, ‘Presentation and disclosure in financial statements’ | January 1, 2027 | |
| IFRS 19, ‘Subsidiaries without public accountability: disclosures’ | January 1, 2027 | |
| Annual Improvements to IFRS Accounting Standards—Volume 11 | January 1, 2026 |
Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
IFRS 18, ‘Presentation and disclosure in financial statements’ replaces IAS 1. The standard introduces a defined structure of the statement of profit or loss, disclosure requirements related to management-defined performance measures, and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes.
| 4. | Summary of Material Accounting Policies |
The principal accounting policies adopted are consistent with Note 4 in the individual financial statements for the year ended December 31, 2023, except for the compliance statement, basis of preparation, basis of consolidation and additional policies as set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
| (1) | Compliance statement |
The individual financial statements have been prepared in accordance with the “Business Entity Accounting Act” and the International Accounting Standard 34, ‘Interim financial reporting’ that came into effect as endorsed by the FSC.
~7~
| (2) | Basis of preparation |
| A. | The individual financial statements have been prepared under the historical cost convention. |
| B. | The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5. |
| (3) | Employee benefits |
Pension cost for the interim period is calculated on a year-to-date basis by using the pension cost rate derived from the actuarial valuation at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events. Also, the related information is disclosed accordingly.
| (4) | Income tax |
The interim period income tax expense is recognised based on the estimated average annual effective income tax rate expected for the full financial year applied to the pretax income of the interim period, and the related information is disclosed accordingly.
| 5. | Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty |
There have been no significant changes as of June 30, 2024. Please refer to Note 5 in the individual financial statements for the year ended December 31, 2023.
| 6. | Details of Significant Accounts |
| (1) | Cash and cash equivalents |
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Cash on hand and revolving funds | $ | 242 | $ | 280 | $ | 242 | ||||||
| Checking accounts and demand deposits | 20,066 | 33,307 | 35,300 | |||||||||
| Time deposits | 129,800 | 168,878 | 219,848 | |||||||||
| $ | 150,108 | $ | 202,465 | $ | 255,390 | |||||||
| A. | The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote. |
| B. | On June 30, 2024, December 31, 2023 and June 30, 2023, the Company had restricted cash and cash equivalents due to short-term borrowings classified as “financial assets at amortised cost”, please refer to Notes 6(2) and 8 for details. |
| C. | The Company has no cash and cash equivalents pledged to others. |
~8~
| (2) | Financial assets at amortised cost |
| Items | June 30, 2024 | December 31, 2023 | June 30, 2023 | |||||||||
| Current items: | ||||||||||||
| Restricted deposit | $ | 97,350 | $ | 92,115 | $ | 93,420 | ||||||
| A. | Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below: |
| Six months ended | Six months ended | |||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Interest income | $ | 2,480 | 1,033 | |||||
| B. | As at June 30, 2024, December 31, 2023 and June 30, 2023, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Company is the amount of the financial assets at amortised cost. |
| C. | Details of the Company’s financial assets at amortised cost pledged to others as collateral are provided in Note 8. |
| D. | Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2). |
| (3) | Notes and accounts receivable |
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Accounts receivable | $ | 4,722 | $ | 5,530 | $ | 4,203 | ||||||
| Less: Allowance for uncollectible accounts | (8 | ) | (8 | ) | (9 | ) | ||||||
| $ | 4,714 | $ | 5,522 | $ | 4,194 | |||||||
| A. | The ageing analysis of accounts receivable and notes receivable that were past due but not impaired is as follows: |
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Accounts receivable | Accounts receivable | Accounts receivable | ||||||||||
| Not past due | $ | 3,882 | $ | 5,055 | $ | 4,049 | ||||||
| Up to 30 days | 731 | 288 | 140 | |||||||||
| 31 to 90 days | 101 | 179 | 6 | |||||||||
| 91 to 180 days | - | - | 8 | |||||||||
| 181 to 270 days | - | - | - | |||||||||
| 271 to 360 days | - | - | - | |||||||||
| Over 361 days | 8 | 8 | - | |||||||||
| $ | 4,722 | $ | 5,530 | $ | 4,203 | |||||||
The above ageing analysis was based on past due date.
~9~
| B. | As of June 30, 2024, December 31, 2023 and June 30, 2023 and January 1, 2023, the balances of receivables from contracts with customers amounted to $4,714, $5,522, $4,194, and $6,407, respectively. |
| C. | As of June 30, 2024, December 31, 2023 and June 30, 2023, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Company’s accounts receivable was the amount of the Company’s accounts receivable. |
| D. | The Company did not hold any collateral as security. |
| E. | Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2). |
| (4) | Inventories |
| June 30, 2024 | ||||||||||||
| Cost | Allowance for valuation loss | Book value | ||||||||||
| Raw materials | $ | 8,500 | $ | (4,725 | ) | $ | 3,775 | |||||
| Work in progress | 19,148 | (11,906 | ) | 7,242 | ||||||||
| Finished goods | 46,872 | (19,769 | ) | 27,103 | ||||||||
| $ | 74,520 | $ | (36,400 | ) | $ | 38,120 | ||||||
December 31, 2023 | ||||||||||||
| Cost | Allowance for valuation loss | Book value | ||||||||||
| Raw materials | $ | 9,119 | $ | (1,292 | ) | $ | 7,827 | |||||
| Work in progress | 21,542 | (5,010 | ) | 16,532 | ||||||||
| Finished goods | 38,712 | (17,796 | ) | 20,916 | ||||||||
| $ | 69,373 | $ | (24,098 | ) | $ | 45,275 | ||||||
| June 30, 2023 | ||||||||||||
| Cost | Allowance for valuation loss | Book value | ||||||||||
| Raw materials | $ | 9,685 | $ | (928 | ) | $ | 8,757 | |||||
| Work in progress | 19,714 | (4,194 | ) | 15,520 | ||||||||
| Finished goods | 47,473 | (13,037 | ) | 34,436 | ||||||||
| $ | 76,872 | $ | (18,159 | ) | $ | 58,713 | ||||||
~10~
The cost of inventories recognized as expense for the period:
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2024 | 2023 | |||||||
| Cost of goods sold | $ | 14,090 | $ | 10,541 | ||||
| Loss on decline in market | 12,302 | 5,067 | ||||||
| Unallocated overheads | 2,036 | - | ||||||
| $ | 28,428 | $ | 15,608 | |||||
| (5) | Other current assets |
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Payment on behalf of others | $ | 46,172 | $ | 29,122 | $ | - | ||||||
| Others | 364 | 333 | 268 | |||||||||
| $ | 46,536 | $ | 29,455 | $ | 268 | |||||||
| (6) | Property, plant and equipment |
| Six months ended June 30, 2024 | ||||||||||||||||
| Cost | Opening balance | Additions | Reductions | Ending balance | ||||||||||||
| Machinery | $ | 91,594 | $ | 3,880 | $ | (160 | ) | $ | 95,314 | |||||||
| Others | 7,829 | 4,404 | (1,069 | ) | 11,164 | |||||||||||
| $ | 99,423 | $ | 8,284 | $ | (1,229 | ) | $ | 106,478 | ||||||||
| Accumulated depreciation | ||||||||||||||||
| Machinery | $ | (47,185 | ) | $ | (7,202 | ) | $ | 160 | $ | (54,227 | ) | |||||
| Others | (4,242 | ) | (814 | ) | 1,069 | (3,987 | ) | |||||||||
| $ | (51,427 | ) | $ | (8,016 | ) | $ | 1,229 | $ | (58,214 | ) | ||||||
| $ | 47,996 | $ | 48,264 | |||||||||||||
| Six months ended June 30, 2023 | ||||||||||||||||
| Cost | Opening balance | Additions | Reductions | Ending balance | ||||||||||||
| Machinery | $ | 106,944 | $ | 6,748 | $ | - | $ | 113,692 | ||||||||
| Others | 31,559 | 502 | - | 32,061 | ||||||||||||
| $ | 138,503 | $ | 7,250 | $ | - | $ | 145,753 | |||||||||
| Accumulated depreciation | ||||||||||||||||
| Machinery | $ | (57,437 | ) | $ | (5,938 | ) | $ | - | $ | (63,375 | ) | |||||
| Others | (26,190 | ) | (1,266 | ) | - | (27,456 | ) | |||||||||
| $ | (83,627 | ) | $ | (7,204 | ) | $ | - | $ | (90,831 | ) | ||||||
| $ | 54,876 | $ | 54,922 | |||||||||||||
~11~
| (7) | Other non-current assets |
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Prepayments for equipment | $ | 5,418 | $ | 1,222 | $ | 1,222 | ||||||
| Refundable deposit | 5,765 | 5,785 | 5,785 | |||||||||
| Others | - | - | 7 | |||||||||
| $ | 11,183 | $ | 7,007 | $ | 7,014 | |||||||
| (8) | Leasing arrangements – lessor |
| A. | The Company leases various assets including land, buildings, machinery and equipment, business vehicle. Rental contracts are typically made for periods of 2 to 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes. |
| B. | The carrying amount of right-of-use assets and the depreciation charge are as follows: |
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Carrying amount | Carrying amount | Carrying amount | ||||||||||
| Buildings | $ | 6,822 | $ | 6,814 | $ | 10,676 | ||||||
| Transportation equipment (Business vehicles) | 2,202 | 660 | 1,773 | |||||||||
| $ | 9,024 | $ | 7,474 | $ | 12,449 | |||||||
| Six months ended | Six months ended | |||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Depreciation charge | Depreciation charge | |||||||
| Buildings | $ | 4,218 | $ | 3,862 | ||||
| Transportation equipment (Business vehicles) | 945 | 1,114 | ||||||
| $ | 5,163 | $ | 4,976 | |||||
| C. | For the six months ended June 30, 2024 and 2023, the additions to right-of-use assets were $6,713 and $11,246, respectively. |
| D. | The information on profit and loss accounts relating to lease contracts is as follows: |
| 2024 | 2023 | |||||||
| Items affecting profit or loss | ||||||||
| Interest expense on lease liabilities | $ | 93 | $ | 124 | ||||
| E. | For the six months ended June 30, 2024 and 2023, the Company’s total cash outflow for leases were $5,081 and $5,284, respectively. |
~12~
| (9) | Short-term borrowings |
| Type of borrowings | June 30, 2024 | Interest rate range | Collateral | |||||
| Bank borrowings | ||||||||
| Secured borrowings | $ | 90,000 | 1.94%~2.55% | Time deposits, Credit Guarantee Fund | ||||
| Type of borrowings | December 31, 2023 | Interest rate range | Collateral | |||||
| Bank borrowings | ||||||||
| Secured borrowings | $ | 90,000 | 1.81%~2.43% | Time deposits, Credit Guarantee Fund | ||||
| Type of borrowings | June 30, 2023 | Interest rate range | Collateral | |||||
| Bank borrowings | ||||||||
| Secured borrowings | $ | 82,000 | 1.85% | Time deposits | ||||
| Unsecured borrowings | 8,000 | 2.43% | ||||||
| $ | 90,000 | |||||||
Short-term borrowings collateral is provided in Note 8.
| (10) | Long-term borrowings |
| Type of borrowings | Borrowing period and repayment term | Interest rate range | Collateral | June 30, 2024 | ||||||
| Long-term bank borrowings | ||||||||||
| Secured borrowings | Borrowing period is from December 5, 2022 to December 5, 2027; interest is repayable monthly. | 2.28% | (Note 2) | $ | 11,060 | |||||
| Unsecured borrowings | Borrowing period is from August 21, 2020 to October 18, 2028; interest is repayable monthly. | 2.13%~2.22% | (Note 1) | 36,833 | ||||||
| 47,893 | ||||||||||
| Less: Current portion | (10,910 | ) | ||||||||
| $ | 36,983 | |||||||||
| Type of borrowings | Borrowing period and repayment term | Interest rate range | Collateral | December 31, 2023 | ||||||
| Long-term bank borrowings | ||||||||||
| Secured borrowings | Borrowing period is from December 5, 2022 to December 5, 2027; interest is repayable monthly. | 2.15% | (Note 2) | $ | 12,640 | |||||
| Unsecured borrowings | Borrowing period is from August 21, 2020 to October 18, 2028; interest is repayable monthly. | 1.81%~2.10% | (Note 1) | 37,833 | ||||||
| 50,473 | ||||||||||
| Less: Current portion | (13,785 | ) | ||||||||
| $ | 36,688 | |||||||||
~13~
| Type of borrowings | Borrowing period and repayment term | Interest rate range | Collateral | June 30, 2023 | ||||||
| Long-term bank borrowings | ||||||||||
| Secured borrowings | Borrowing period is from December 5, 2022 to December 5, 2027; interest is repayable monthly. | 2.15% | (Note 2) | $ | 14,220 | |||||
| Unsecured borrowings | Borrowing period is from August 21, 2020 to June 29, 2026; interest is repayable monthly. | 2.00%~2.20% | (Note 1) | 43,270 | ||||||
| 57,490 | ||||||||||
| Less: Current portion | (19,817 | ) | ||||||||
| $ | 37,673 | |||||||||
| Note 1: | The mentioned borrowings are guaranteed by the Small & Medium Enterprise Credit Guarantee Fund of Taiwan. |
| Note 2: | Long-term borrowings collateral is provided in Note 8. |
| (11) | Pensions |
| A. | Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. |
| B. | The pension costs under defined contribution pension plans of the Company for the six months ended June 30, 2024 and 2023 were $1,224 and $1,025, respectively. |
| (12) | Share capital |
As of June 30, 2024, the Company’s authorized capital was $1,000,000 thousand, consisting of 1,000 thousand shares of ordinary stock, and the paid-in capital was $281,510 with a par value of $10 (in dollars) per share.
Movements in the number of the Company’s ordinary shares outstanding are as follows:
| 2024 | 2023 | |||||||
| At June 30 | $ | 28,151 | $ | 28,151 | ||||
~14~
| (13) | Capital surplus |
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
| 2024 | ||||||||||||
| Share premium | Employee restricted shares | Total | ||||||||||
| At June 30 | $ | 32,416 | $ | 13,949 | $ | 46,365 | ||||||
| 2023 | ||||||||||||
| Share premium | Employee restricted shares | Total | ||||||||||
| At June 30 | $ | 32,416 | $ | 13,949 | $ | 46,365 | ||||||
| (14) | Retained earnings |
| A. | Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. The remainder, if any, to be retained or to be appropriated shall be resolved by the stockholders at the stockholders’ meeting. |
| B. | Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital. |
| C. | The Company’s dividend policy is summarized below: as the Company operates in a volatile business environment and is in the stable growth stage, the residual dividend policy is adopted taking into consideration the Company’s financial structure, operating results and future expansion plans. |
| D. | On June 30, 2023, the stockholders resolved the distribution of 2022 earnings as follows: |
| Year ended December 31, 2022 | ||||||||
| Amount | Dividend per share (NT$) | |||||||
| Legal reserve | $ | 452 | ||||||
| Cash dividends | - | $ | - | |||||
| $ | 452 | |||||||
| E. | As of December 31, 2023, the Company had an accumulated deficit, thus, there were no retained earnings that could be distributed. |
| F. | Information relating to employees’ compensation and directors’ and supervisors’ remuneration is provided in Note 6(21). |
~15~
| (15) | Operating revenue |
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Revenue from contracts with customers | $ | 16,226 | $ | 15,262 | ||||
| A. | Disaggregation of revenue from contracts with customers |
The Company derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines and geographical regions:
| Mainland China | Taiwan | Germany | Others | |||||||||||||||||||||||||
| Six months ended June 30, 2024 | Optical filter | Optical filter module | Optical filter | Others- QLED | Optical filter | Optical filter | Total | |||||||||||||||||||||
| Revenue from external customer contracts | $ | 4,433 | $ | 4,486 | $ | 241 | $ | 718 | $ | 5,620 | $ | 728 | $ | 16,226 | ||||||||||||||
| Timing of revenue recognition At a point in time | $ | 4,433 | $ | 4,486 | $ | 241 | $ | 718 | $ | 5,620 | $ | 728 | $ | 16,226 | ||||||||||||||
| Mainland China | Taiwan | Germany | Others | |||||||||||||||||||||||||
| Six months ended June 30, 2024 | Optical filter | Optical filter module | Optical filter | Others- QLED | Optical filter | Optical filter | Total | |||||||||||||||||||||
| Revenue from external customer contracts | $ | 6,796 | $ | 1,575 | $ | 491 | $ | 746 | $ | 4,405 | $ | 1,249 | $ | 15,262 | ||||||||||||||
| Timing of revenue recognition At a point in time | $ | 6,796 | $ | 1,575 | $ | 491 | $ | 746 | $ | 4,405 | $ | 1,249 | $ | 15,262 | ||||||||||||||
| B. | Contract liabilities |
The Company has recognised the following revenue-related contract liabilities:
| June 30, 2024 | December 31, 2023 | June 30, 2023 | January 1, 2023 | |||||||||||||
| Contract liabilities | $ | 177 | $ | 99 | $ | - | - | |||||||||
~16~
| C. | Revenue recognised that was included in the contract liability balance at the beginning of the period |
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Revenue recognised that was included in the contract liability balance at the beginning of the period | $ | 99 | $ | - | ||||
| (16) | Interest income |
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Interest income from bank deposits | $ | 6,210 | $ | 7,277 | ||||
| Other interest income | 23 | 39 | ||||||
| $ | 6,233 | $ | 7,316 | |||||
| (17) | Other income |
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Government grants | $ | 326 | $ | 63 | ||||
| Other income | 142 | 267 | ||||||
| $ | 468 | $ | 330 | |||||
| (18) | Other gains and losses |
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Foreign exchange gains | $ | 14,389 | $ | 3,732 | ||||
| Miscellaneous disbursements | (59 | ) | (1 | ) | ||||
| $ | 14,330 | $ | 3,731 | |||||
| (19) | Finance costs |
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2024 | 2023 | |||||||
| Interest expense | ||||||||
| Bank borrowings | $ | 1,387 | $ | 1,542 | ||||
| Lease liabilities | 93 | 124 | ||||||
| $ | 1,480 | $ | 1,666 | |||||
~17~
| (20) | Expenses by nature |
| Six months ended June 30, 2024 | ||||||||||||
| Operating Cost | Operating Expense | Total | ||||||||||
| Employee benefit expense | $ | 9,183 | $ | 21,628 | $ | 30,811 | ||||||
| Depreciation charges on property, plant and equipment | 8,993 | 4,186 | 13,179 | |||||||||
| $ | 18,176 | $ | 25,814 | $ | 43,990 | |||||||
| Six months ended June 30, 2023 | ||||||||||||
| Operating Cost | Operating Expense | Total | ||||||||||
| Employee benefit expense | $ | 9,399 | $ | 14,071 | $ | 23,470 | ||||||
| Depreciation charges on property, plant and equipment | 8,149 | 4,031 | 12,180 | |||||||||
| $ | 17,548 | $ | 18,102 | $ | 35,650 | |||||||
| (21) | Employee benefit expense |
| Six months ended June 30, 2024 | ||||||||||||
| Operating Cost | Operating Expense | Total | ||||||||||
| Wages and salaries | $ | 7,557 | $ | 18,872 | $ | 26,429 | ||||||
| Employee stock options | 829 | 1,459 | 2,288 | |||||||||
| Pension costs | 413 | 811 | 1,224 | |||||||||
| Other personnel expenses | 384 | 486 | 870 | |||||||||
| $ | 9,183 | $ | 21,628 | $ | 30,811 | |||||||
| Six months ended June 30, 2023 | ||||||||||||
| Operating Cost | Operating Expense | Total | ||||||||||
| Wages and salaries | $ | 7,692 | $ | 10,803 | $ | 18,495 | ||||||
| Employee stock options | 872 | 1,099 | 1,971 | |||||||||
| Pension costs | 426 | 599 | 1,025 | |||||||||
| Other personnel expenses | 409 | 1,570 | 1,979 | |||||||||
| $ | 9,399 | $ | 14,071 | $ | 23,470 | |||||||
| A. | In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 1%~15% for employees’ compensation. |
| B. | For the six months ended June 30, 2024 and 2023, the Company had incurred a net loss, and thus did not accrue employees’ compensation and directors’ and supervisors’ remuneration. |
~18~
| (22) | Income tax |
| A. | Income tax expense |
| (a) | Components of income tax expense: |
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2024 | 2023 | |||||||
| Current tax: | ||||||||
| Current tax on profits for the period | $ | - | $ | - | ||||
| Total current tax | - | - | ||||||
| Deferred tax: | ||||||||
| Origination and reversal of temporary differences | (114 | ) | (304 | ) | ||||
| Income tax benefit | $ | (114 | ) | $ | (304 | ) | ||
| B. | The Company’s income tax returns through 2022 have been assessed and approved by the Tax Authority. |
| (23) | Losses per share |
| Six months ended June 30, 2024 | ||||||||||||
| Weighted average | ||||||||||||
| number of ordinary | ||||||||||||
| Amount after tax | shares outstanding (share in thousands) | Losses per share (in dollars) | ||||||||||
| Basic/Diluted losses per share | ||||||||||||
| Loss attributable to ordinary shareholders of the parent | $ | (35,711 | ) | 28,151 | $ | (1.27 | ) | |||||
| Six months ended June 30, 2023 | ||||||||||||
| Weighted average | ||||||||||||
| number of ordinary | ||||||||||||
| Amount after tax | shares outstanding (share in thousands) | Losses per (in dollars) | ||||||||||
| Basic/Diluted losses per share | ||||||||||||
| Loss attributable to ordinary shareholders of the parent | $ | (22,498 | ) | 28,151 | $ | (0.80 | ) | |||||
~19~
| (24) | Supplemental cash flow information |
Investing activities with partial cash payments
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Purchase of property, plant and equipment | $ | 8,284 | $ | 7,250 | ||||
| Add: Opening balance of payable on equipment | 267 | 535 | ||||||
| Add: Opening balance of prepayment for equipment | 5,418 | 1,222 | ||||||
| Less: Ending balance of payable on | (446 | ) | (13 | ) | ||||
| Less: Ending balance of prepayment on equipment | (1,222 | ) | (1,890 | ) | ||||
| Cash paid during the period | $ | 12,301 | $ | 7,104 | ||||
| (25) | Changes in liabilities from financing activities |
| Short-term borrowings | Lease liability | Long-term borrowings (including those matured within one year) | Liabilities from financing activities- gross | |||||||||||||
| At January 1, 2024 | $ | 90,000 | $ | 7,003 | $ | 50,473 | $ | 147,476 | ||||||||
| Changes in cash flow from financing activities | - | (4,988 | ) | (2,580 | ) | (7,568 | ) | |||||||||
| Changes in other non-cash items | - | 6,806 | - | 6,806 | ||||||||||||
| At June 30, 2024 | $ | 90,000 | $ | 8,821 | $ | 47,893 | $ | 146,714 | ||||||||
| Short-term borrowings | Lease liability | Long-term borrowings (including those matured within one year) | Liabilities from financing activities- gross | |||||||||||||
| At January 1, 2023 | $ | 108,370 | $ | 5,873 | $ | 68,767 | $ | 183,010 | ||||||||
| Changes in cash flow from financing activities | (18,370 | ) | (5,160 | ) | (11,277 | ) | (34,807 | ) | ||||||||
| Changes in other non-cash items | - | 11,370 | - | 11,370 | ||||||||||||
| At June 30, 2023 | $ | 90,000 | $ | 12,083 | $ | 57,490 | $ | 159,573 | ||||||||
| 7. | Related Party Transactions |
| (1) | Names of related parties and relationship |
| Names of related parties | Relationship with the Company | |
| Semilux International Ltd.(SELX) | Parent Company |
~20~
| (2) | Significant related party transactions |
| A. | Payment on behalf of others |
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Payment on behalf of others (Recorded as Other current assets) SELX | $ | 46,172 | $ | 29,122 | $ | - | ||||||
The payments on behalf of others mainly consist of audit fees, consultancy fees, and listing-related expenses paid on behalf of SELX for its public listing in the United States. The payments on behalf of others bear no interest.
| B. | Payables to related parties: |
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Other payables SELX | $ | 2,487 | $ | - | $ | - | ||||||
The other payables primarily consist of advances made by SELX.
| (3) | Key management compensation |
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2024 | 2023 | |||||||
| Salaries and other short-term employee benefits | $ | 6,842 | $ | 6,841 | ||||
| 8. | Pledged Assets |
The Company’s assets pledged as collateral are as follows:
| Book value | ||||||||||||||
| Pledged asset | June 30, 2024 | June 30, 2024 | June 30, 2023 | Purpose | ||||||||||
| Financial assets at amortised cost | $ | 97,350 | $ | 92,115 | $ | 82,000 | Short-term borrowings | |||||||
| Property, plant, and equipment | 23,754 | 23,739 | 25,393.00 | Long-term borrowings | ||||||||||
| $ | 121,104 | $ | 115,854 | $ | 107,393 | |||||||||
| 9. | Significant Contingent Liabilities and Unrecognised Contract Commitments |
Commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Property, plant and equipment | $ | 9,750 | $ | - | $ | - | ||||||
| 10. | Significant Disaster Loss |
None.
~21~
| 11. | Significant Events after the Balance Sheet Date |
| (1) | On July 29, 2024, the Company's Board of Directors resolved to approve a cash capital increase by issuing new shares. The planned issuance is 15,000 thousand shares at an issue price of $20 per share, with a total amount of $300,000 thousand. |
| (2) | On August 16, 2024, the Company's Board of Directors resolved to approve an additional investment project. In response to the Company's operational growth needs, the Company plans to invest in EZ Intelligent Technology CO., LTD., which is related to AI artificial intelligence research and development. The planned investment amount is $40,564 thousand, with an expected ownership percentage of approximately 36.04%. |
| 12. | Others |
| (1) | Capital management |
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated balance sheet plus net debt.
During the six months ended June 30, 2024, the Company monitors funds by regularly reviewing the ratio of liabilities to assets. The gearing ratios at June 30, 2024, December 31, 2023 and June 30, 2023, were as follows:
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Total borrowings | $ | 165,481 | $ | 160,517 | $ | 171,593 | ||||||
| Total asset | 418,068 | 448,815 | 494,993 | |||||||||
| Gearing ratio | 39.58 | % | 35.76 | % | 34.67 | % | ||||||
~22~
| (2) | Financial instruments |
| A. | Financial instruments by category |
| Financial assets | June 30, 2024 | December 31, 2023 | June 30, 2023 | |||||||||
| Financial assets at amortised cost | ||||||||||||
| Cash and cash equivalents | $ | 150,108 | $ | 202,465 | $ | 255,390 | ||||||
| Financial assets at amortised | 97,350 | 92,115 | 93,420 | |||||||||
| Accounts receivable | 4,714 | 5,522 | 4,194 | |||||||||
| Other receivables | 18 | 18 | 23 | |||||||||
| Guarantee deposits paid | 5,765 | 5,785 | 5,785 | |||||||||
| $ | 257,955 | $ | 305,905 | $ | 358,812 | |||||||
| Financial liabilities | June 30, 2024 | December 31, 2023 | June 30, 2023 | |||||||||
| Financial liabilities at amortised | ||||||||||||
| Short-term borrowings | $ | 90,000 | $ | 90,000 | $ | 90,000 | ||||||
| Accounts payable | 346 | 29 | 428 | |||||||||
| Other accounts payable | 11,561 | 11,069 | 8,667 | |||||||||
| Other payables to related parties | 2,487 | - | - | |||||||||
| Long-term borrowings (including current portion) | 47,893 | 50,473 | 57,490 | |||||||||
| $ | 152,287 | $ | 151,571 | $ | 156,585 | |||||||
| Current lease liabilities | $ | 5,562 | $ | 7,003 | $ | 8,875 | ||||||
| Non-current lease liabilities | 3,259 | - | 3,208 | |||||||||
| $ | 8,821 | $ | 7,003 | $ | 12,083 | |||||||
| B. | Financial risk management policies |
| (a) | The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. To minimise any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts and foreign currency option contracts are used to hedge certain exchange rate risk, and interest rate swaps are used to fix variable future cash flows. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments. |
| (b) | Risk management is carried out by a central treasury department (Company treasury) under policies approved by the Board of Directors. Company treasury identifies, evaluates and hedges financial risks in close co-operation with the Company’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity. |
~23~
| C. | Significant financial risks and degrees of financial risks |
| (a) | Market risk |
Foreign exchange risk
| i. | The Company operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and RMB. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities. |
| ii. | The Company’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency:USD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows: |
| June 30, 2024 | ||||||||||||||||||||||||
| (Foreign currency: functional currency) | Foreign currency amount (In thousands) | Exchange rate | Book value (NTD) | Degree of variation | Effect on profit or loss | Effect on other comprehensive income | ||||||||||||||||||
| Financial assets Monetary items | ||||||||||||||||||||||||
| USD:NTD | $ | 8,882 | 32.45 | $ | 288,221 | 1 | % | $ | 2,882 | $ | - | |||||||||||||
| Financial liabilities Monetary items | ||||||||||||||||||||||||
| USD:NTD | $ | 78 | 32.45 | $ | 2,531 | 1 | % | $ | 25 | $ | - | |||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||
| (Foreign currency: functional currency) | Foreign currency amount (In thousands) | Exchange rate | Book value (NTD) | Degree of variation | Effect on profit or loss | Effect on other comprehensive income | ||||||||||||||||||
| Financial assets Monetary items | ||||||||||||||||||||||||
| USD:NTD | $ | 9,148 | 30.71 | $ | 280,935 | 1 | % | $ | 2,809 | $ | - | |||||||||||||
| June 30, 2023 | ||||||||||||||||||||||||
| (Foreign currency: functional currency) | Foreign currency amount (In thousands) | Exchange rate | Book value (NTD) | Degree of variation | Effect on profit or loss | Effect on other comprehensive income | ||||||||||||||||||
| Financial assets Monetary items | ||||||||||||||||||||||||
| USD:NTD | $ | 10,851 | 31.14 | $ | 337,900 | 1 | % | $ | 3,379 | $ | - | |||||||||||||
| iii. | Total exchange gain, including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Company for the six months ended June 30, 2024 and 2023 amounted to $14,389 and $3,732, respectively. |
Cash flow and fair value Interest rate risk
| i. | The Company’s main interest rate risk arises from short-term/long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During January 1 to June 30, 2024 and 2023, the Company’s borrowings at variable rate were mainly denominated in New Taiwan dollars. |
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| ii | If the borrowing interest rate of dollars had increased/decreased by 1% with all other variables held constant, profit, net of tax for the six months ended June 30, 2024 and 2023 would have increased/decreased by $ 552 and $ 590, respectively. The main factor is that changes in interest expense result in floating-rate borrowings. |
| (b) | Credit risk |
| i. | Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortised cost, at fair value through profit or loss and at fair value through other comprehensive income. |
| ii. | For banks and financial institutions, the Company transacts with a variety of banks and financial institutions, mainly domestic and overseas well-known financial institutions, to avoid concentration in any single counterparty and to minimize credit risk. The Company can only enter into the financial services and loan agreement provided by banks and financial institutions after being approved by the Board of Directors or authorized management according to the Company’s delegation of authorization policy. To prevent legal risks, the Company signs with banks and financial institutions after all documents are examined by counsel or legal advisors. The Company periodically checks the credit rating, conditions and quality of service as well as transactions. According to the Company’s operating condition, the credit limits and utilization of credit limits are monitored on a regular basis and maintained within a reasonable range to ensure it meets the needs of the operation. |
| iii. | The Company adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 90 days. |
| iv. | The Company adopts the following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: |
If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
| v. | The Company classifies customers’ accounts receivable in accordance with credit rating of customer. The Company applies the modified approach using a provision matrix based on the loss rate methodology to estimate expected credit loss under the provision matrix basis. |
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| vi. | The following indicators are used to determine whether the credit impairment of debt instruments has occurred: |
| (i) | It becomes probable that the issuer will enter bankruptcy or other financial reorganisation due to their financial difficulties; |
| (ii) | The disappearance of an active market for that financial asset because of financial difficulties; |
| (iii) | Default or delinquency in interest or principal repayments; |
| (iv) | Adverse changes in national or regional economic conditions that are expected to cause a default. |
| vii. | The Company wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Company will continue executing the recourse procedures to secure their rights. |
| viii. | The Company used the future-prospective considerations to adjust historical and timely information to assess the default possibility of accounts receivable. On June 30, 2024, and 2023, the provision matrix is as follows: |
| Six months ended June 30, 2024 | ||||||||||||
| Expected loss rate | Total book value | Loss allowance | ||||||||||
| Not past due | 0.00% | $ | 3,882 | $ | - | |||||||
| Up to 30 days past due | 0.00% | 731 | - | |||||||||
| 31~90 days | 0.00% | 101 | - | |||||||||
| 91~180 days | 0.00% | - | - | |||||||||
| 181~270 days | 0.00% | - | - | |||||||||
| 270~360 days | 0.00% | - | - | |||||||||
| More than 360 days | 100.00% | 8 | 8 | |||||||||
| $ | 4,722 | $ | 8 | |||||||||
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| Year ended December 31, 2023 | ||||||||||||
| Expected loss rate | Total book value | Loss allowance | ||||||||||
| Not past due | 0.00% | $ | 5,055 | $ | - | |||||||
| Up to 30 days past due | 0.00% | 288 | - | |||||||||
| 31~90 days | 0.00% | 179 | - | |||||||||
| 91~180 days | 0.00% | - | - | |||||||||
| 181~270 days | 0.00% | - | - | |||||||||
| 270~360 days | 0.00% | - | - | |||||||||
| More than 360 days | 100.00% | 8 | 8 | |||||||||
| $ | 5,530 | $ | 8 | |||||||||
| Six months ended June 30, 2023 | ||||||||||||
| Expected loss rate | Total book value | Loss allowance | ||||||||||
| Not past due | 0.02% | $ | 4,049 | $ | 1 | |||||||
| Up to 30 days past due | 0.15% | 140 | - | |||||||||
| 31~90 days | 2.62% | 6 | - | |||||||||
| More than 90 days | 100.00% | 8 | 8 | |||||||||
| $ | 4,203 | $ | 9 | |||||||||
| ix. | Movements in relation to the Company applying the modified approach to provide loss allowance for accounts receivable, contract assets and lease payments receivable are as follows: |
| 2024 | 2023 | |||||||
| Accounts receivable | Accounts receivable | |||||||
| At January 1 | $ | 8 | $ | 276 | ||||
| Reversal of impairment loss | - | (267 | ) | |||||
| At June 30 | $ | 8 | $ | 9 | ||||
| (c) | Liquidity risk |
| i. | Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Company’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable external regulatory. |
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| ii. | The Company has the following undrawn borrowing facilities: |
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| Fixed rate: | ||||||||||||
| Expiring beyond one year | $ | 13,040 | $ | 13,040 | $ | 13,040 | ||||||
| iii. | The table below analyses the Company’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. |
| Less than 1 | Between 1 | Over 2 | ||||||||||||||
| June 30, 2024 | year | and 2 years | years | Total | ||||||||||||
| Non-derivative financial liabilities | ||||||||||||||||
| Short-term borrowings | $ | 91,791 | $ | - | $ | - | $ | 91,791 | ||||||||
| Accounts payable | 346 | - | - | 346 | ||||||||||||
| Other payables | 11,561 | - | - | 11,561 | ||||||||||||
| Other payables to related parties | 2,487 | - | - | 2,487 | ||||||||||||
| Lease liability | 5,763 | 1,684 | 1,755 | 9,202 | ||||||||||||
| Long-term borrowings (including current portion) | 11,109 | 12,383 | 25,420 | 48,912 | ||||||||||||
| Less than 1 | Between 1 | Over 2 | ||||||||||||||
| December 31, 2023 | year | and 2 years | years | Total | ||||||||||||
| Non-derivative financial liabilities | ||||||||||||||||
| Short-term borrowings | $ | 91,679 | $ | - | $ | - | $ | 91,679 | ||||||||
| Accounts payable | 29 | - | - | 29 | ||||||||||||
| Other payables | 11,069 | - | - | 11,069 | ||||||||||||
| Lease liability | 8,007 | - | - | 8,007 | ||||||||||||
| Long-term borrowings (including current portion) | 14,074 | 13,385 | 24,067 | 51,526 | ||||||||||||
| Less than 1 | Between 1 | Over 2 | ||||||||||||||
| June 30, 2023 | year | and 2 years | years | Total | ||||||||||||
| Non-derivative financial liabilities | ||||||||||||||||
| Short-term borrowings | $ | 90,629 | $ | - | $ | - | $ | 90,629 | ||||||||
| Accounts payable | 428 | - | - | 428 | ||||||||||||
| Other payables | 8,667 | - | - | 8,667 | ||||||||||||
| Lease liability | 8,999 | 3,220 | - | 12,219 | ||||||||||||
| Long-term borrowings (including current portion) | 19,925 | 19,472 | 18,650 | 58,047 | ||||||||||||
| (3) | Fair value information |
| A. | The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows: |
| Level 1: | Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level 2: | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. |
| Level 3: | Unobservable inputs for the asset or liability. The fair value of the Company’s equity investment without active market is included in Level 3. |
| B. | Financial instruments not measured at fair value |
Except for those listed in the table below, the carrying amounts of cash and cash equivalents, notes receivable, accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable and other payables are approximate to their fair values.
| C. | The Company has no financial/ non-financial instruments measured at fair value. |
| 13. | Segment Information |
Not applicable.
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