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for
AUDITED FINANCIAL STATEMENTS
SEC Registration Number
C S 2
Company Name
S E M I C O N D U C T O R
P H O E N I X
N E S
n e ,
P H I
8 5
L I
P P I
C r e
C O R P .
P a n d a y
e k s
i d e
R o a d ,
C l a r k
F r
p o
Z o
P a m p a n g a
Form Type
A A F S
M S R D
COMPANY INFORMATION
Company's Email Address
Mobile Number
carolssicat@bokwang.com
045-499-1742
0917-550-9041
No. of Stockholders
Annual Meeting
Month/Day
04/01
Fiscal Year
Month/Day
12/31
Email Address
Telephone Number/s
Mobile Number
Dongjoo Kim
djkim@bokwang.com
045-499-1822
0917-539-1733
Panday Pira Avenue, corner Creekside Road, Clark Freeport Zone, Pampanga, Philippines
Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the
Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact
person designated.
*SGVFS010994*
*SGVFS010994*
A member firm of Ernst & Young Global Limited
-2Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of
Phoenix Semiconductor Philippines Corp., as at December 31, 2014, and 2013, and its financial
performance and its cash flows for each of the three years in the period ended December 31, 2014 in
accordance with Philippine Financial Reporting Standards.
Report on the Supplementary Information Required Under Revenue Regulation 15-2010
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplementary information required under Revenue Regulation 15-2010 in
Note 26 to the financial statements, respectively, is presented for purposes of filing with the Bureau of
Internal Revenue and is not a required part of the basic financial statements. Such information is the
responsibility of the management of Phoenix Semiconductor Philippines Corp. The information has
been subjected to the auditing procedures applied in our audit of the basic financial statements. In our
opinion, the information is fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.
SYCIP GORRES VELAYO & CO.
Janet A. Paraiso
Partner
CPA Certificate No. 92305
SEC Accreditation No. 0778-AR-1 (Group A),
February 2, 2012, valid until March 31, 2015
Tax Identification No. 193-975-241
BIR Accreditation No. 08-001998-62-2012,
April 11, 2012, valid until April 10, 2015
PTR No. 4751252, January 5, 2015, Makati City
March 3, 2015
*SGVFS010994*
A member firm of Ernst & Young Global Limited
December 31
2014
2013
$36,793,758
21,713,531
10,228,542
571,938
69,307,769
$23,105,776
21,141,915
11,587,418
985,483
56,820,592
108,541,291
21,675,793
130,217,084
$199,524,853
114,954,193
17,412,155
132,366,348
$189,186,940
Current Liabilities
Accounts payable and accrued expenses (Notes 9, 12, and 20)
Interest payable (Note 10)
Income tax payable
Current portion of loans payable (Notes 10, 19 and 20)
Total Current Liabilities
$19,342,296
724,429
438,208
24,375,000
44,879,933
$16,016,239
901,566
447,406
20,750,000
38,115,211
Noncurrent Liabilities
Loans payable - net of current portion (Notes 10, 19 and 20)
Retirement liability (Note 11)
Deferred income tax liability - net (Note 22)
Other noncurrent liability
Total Noncurrent Liabilities
Total Liabilities
56,128,981
200,593
13,393
185,770
56,528,737
101,408,670
80,291,487
106,014
39,523
80,437,024
118,552,235
48,637,525
7,432,715
42,088,536
(42,593)
98,116,183
$199,524,853
44,999,980
25,634,725
70,634,705
$189,186,940
ASSETS
Current Assets
Cash and cash equivalents (Notes 4 and 20)
Trade and other receivables (Notes 5 and 20)
Inventories (Note 6)
Prepayments and other current assets (Note 7)
Total Current Assets
Noncurrent Assets
Property, plant and equipment (Note 8)
Other noncurrent assets (Note 7)
Total Noncurrent Assets
Equity
Capital stock (Notes 13 and 20)
Additional paid-in capital (Notes 13 and 20)
Retained earnings (Note 20)
Remeasurement loss on retirement plan (Note 11)
Total Equity
*SGVFS010994*
2012
$233,331,369
768,290
262,151
234,361,810
$208,736,564
746,968
191,529
209,675,061
$195,143,042
693,784
332,412
196,169,238
152,002,922
17,815,182
4,568,097
136,463,909
17,829,616
4,556,013
126,693,029
14,253,332
4,570,641
22,015
30,725,642
205,133,858
(223,198)
23,390,518
182,016,858
(565,945)
29,112,435
174,063,492
GROSS PROFIT
General and Administrative
Expenses (Notes 12 and 15)
29,227,952
27,658,203
22,105,746
4,277,377
3,757,641
3,636,825
OPERATING INCOME
24,950,575
23,900,562
18,468,921
(5,145,737)
(7,940,614)
(5,190,393)
1,066,675
321,539
159,494
(1,912,409)
(812,445)
(370,653)
18,959,104
15,469,042
13,067,369
1,505,293
1,875,627
585,329
17,453,811
13,593,415
12,482,040
(44,835)
2,242
(42,593)
$17,411,218
$13,593,415
$12,482,040
$0.0087
$0.0068
$0.0063
*SGVFS010994*
2,165,024,111
$48,637,525
2,002,644,109
2,002,644,109
$44,999,980
$44,999,980
1,786,394,109
216,250,000
2,002,644,109
$39,999,980
5,000,000
$44,999,980
Deposits for
Future Stock
Subscription
(Notes 13
and 20)
Additional
Paid-In
Capital
(Notes 13
and 20)
Retained
Earnings
$
7,432,715
$7,432,715
$25,634,725
(1,000,000)
17,453,811
$42,088,536
$12,041,310
13,593,415
$25,634,725
$57,041,290
13,593,415
$70,634,705
($440,730)
12,482,040
$12,041,310
$44,559,250
12,482,040
$57,041,290
$5,000,000
(5,000,000)
Remeasurement Loss on
Retirement
Plan (Note 11)
$
(42,593)
($42,593)
Total
$70,634,705
11,070,260
(1,000,000)
17,453,811
(42,593)
$98,116,183
*SGVFS010994*
2014
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation (Note 8)
Interest expense (Note 16)
Unrealized foreign currency exchange
loss - net (Note 16)
Amortization of intangible assets (Note 7)
Loss (gain) on disposal of property, plant
and equipment
Interest income (Note 16)
Provision for valuation loss on nontrade receivable
from CDC (Notes 3 and 7)
Fair value loss (gain) on derivative (Note 16)
Operating income before changes in operating assets and
liabilities
Changes in operating assets and liabilities:
Decrease (increase) in:
Trade and other receivables
Inventories
Prepayments and other current assets
Increase (decrease) in:
Accounts payable and accrued expenses
Retirement liability
Other noncurrent liability
Net cash generated from operations
Interest paid
Income taxes paid
Interest received
Net cash provided by operating activities
2012
$18,959,104
$15,469,042
$13,067,369
18,701,023
4,294,115
18,375,283
5,256,137
14,721,645
4,433,675
209,962
120,960
812,397
121,492
74,500
66,802
(33,775)
(459,694)
2,144
(162,952)
80
(65,742)
1,044,972
244,756
1,772,028
43,081,423
41,645,571
31,653,417
(517,313)
1,358,876
365,405
(2,510,551)
2,870,117
413,965
(2,036,651)
(1,942,956)
91,121
(344,493)
50,866
185,770
44,180,534
(4,258,757)
(1,543,115)
128,414
38,507,076
(6,488,312)
106,014
36,036,804
(5,031,302)
(1,162,958)
162,952
30,005,496
(2,012,046)
25,752,885
(4,444,314)
(903,006)
65,742
20,471,307
(9,174,136)
468,191
(5,423,877)
(14,129,822)
(4,308,652)
(17,446,262)
(21,754,914)
(32,837,501)
90,956
(32,746,545)
11,070,260
(20,750,000)
(1,000,000)
(10,679,740)
28,525,074
(39,375,000)
(10,849,926)
29,999,743
29,999,743
(9,532)
(30,994)
14,288
13,687,982
(2,630,338)
17,738,793
23,105,776
25,736,114
7,997,321
$36,793,758
$23,105,776
$25,736,114
(644,912)
*SGVFS010994*
1. Corporate Information
Phoenix Semiconductor Philippines Corp. (the Company), a subsidiary of STS Semiconductor &
Telecommunications Co., Ltd. (the Parent Company), was incorporated in the Philippines on
January 27, 2010.
The primary purpose of the Company is the construction, ownership and operation of a plant for
the manufacture, assembly, test and warehousing of semiconductor and memory devices and
applications and related products, as well as the performance of related or incidental activities
thereto. The Company started its commercial operation in February 2011.
The registered office address of the Company is Panday Pira Avenue, Corner Creekside, Clark
Freeport Zone, Pampanga.
The accompanying financial statements were approved and authorized for issue by the Board of
Directors (BOD) on March 3, 2015.
*SGVFS010994*
-2PAS 39, Financial Instruments: Recognition and Measurement - Novation of Derivatives and
Continuation of Hedge Accounting (Amendments)
These amendments provide relief from discontinuing hedge accounting when novation of a
derivative designated as a hedging instrument meets certain criteria and retrospective application is
required.
PAS 36, Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets
(Amendments)
These amendments remove the unintended consequences of PFRS 13, Fair Value Measurement,
on the disclosures required under PAS 36. In addition, these amendments require disclosure of the
recoverable amounts for assets or cash-generating units (CGUs) for which impairment loss has
been recognized or reversed during the period.
Philippine Interpretation IFRIC 21, Levies (IFRIC 21)
IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers
payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching
a minimum threshold, the interpretation clarifies that no liability should be anticipated before the
specified minimum threshold is reached. Retrospective application is required for IFRIC 21. This
interpretation has no impact on the Company as it has applied the recognition principles under
PAS 37, Provisions, Contingent Liabilities and Contingent Assets, consistent with the
requirements of IFRIC 21 in prior years.
New standards and interpretations that have been issued but are not yet effective
Standards or interpretations issued but are not effective as of December 31, 2014 are listed below.
This is a listing of standards and interpretations issued, which the Company reasonably expects to
be applicable at a future date. The Company intends to adopt these standards and interpretation
when they become effective. Except as otherwise stated, the Company does not expect the
adoption of these new standards and interpretations to have a significant impact on the companys
financial statements.
PFRS 9, Financial Instruments - Classification and Measurement (2010 version)
PFRS 9 (2010 version) reflects the first phase on the replacement of PAS 39 and applies to the
classification and measurement of financial assets and liabilities as defined in PAS 39, Financial
Instruments: Recognition and Measurement. PFRS 9 requires all financial assets to be measured
at fair value at initial recognition. A debt financial asset may, if the fair value option (FVO) is not
invoked, be subsequently measured at amortized cost if it is held within a business model that has
the objective to hold the assets to collect the contractual cash flows and its contractual terms give
rise, on specified dates, to cash flows that are solely payments of principal and interest on the
principal outstanding. All other debt instruments are subsequently measured at fair value through
profit or loss. All equity financial assets are measured at fair value either through other
comprehensive income (OCI) or profit or loss. Equity financial assets held for trading must be
measured at fair value through profit or loss. For FVO liabilities, the amount of change in the fair
value of a liability that is attributable to changes in credit risk must be presented in OCI. The
remainder of the change in fair value is presented in profit or loss, unless presentation of the fair
value change in respect of the liabilitys credit risk in OCI would create or enlarge an accounting
mismatch in profit or loss. All other PAS 39 classification and measurement requirements for
financial liabilities have been carried forward into PFRS 9, including the embedded derivative
separation rules and the criteria for using the FVO. The adoption of the first phase of PFRS 9 will
have an effect on the classification and measurement of the Companys financial assets, but will
potentially have no impact on the classification and measurement of financial liabilities.
*SGVFS010994*
-3PFRS 9 (2010 version) is effective for annual periods beginning on or after January 1, 2015. This
mandatory adoption date was moved to January 1, 2018 when the final version of PFRS 9 was
adopted by the Philippine Financial Reporting Standards Council (FRSC). Such adoption,
however, is still for approval by the Board of Accountancy (BOA).
Philippine Interpretation IFRIC 15, Agreements for the Construction of Real Estate
This interpretation covers accounting for revenue and associated expenses by entities that
undertake the construction of real estate directly or through subcontractors. The interpretation
requires that revenue on construction of real estate be recognized only upon completion, except
when such contract qualifies as construction contract to be accounted for under PAS 11 or
involves rendering of services in which case revenue is recognized based on stage of completion.
Contracts involving provision of services with the construction materials and where the risks and
reward of ownership are transferred to the buyer on a continuous basis will also be accounted for
based on stage of completion. The Securities and Exchange Commission (SEC) and the Financial
Reporting Standards Council (FRSC) have deferred the effectivity of this interpretation until the
final Revenue standard is issued by the International Accounting Standards Board (IASB) and an
evaluation of the requirements of the final Revenue standard against the practices of the Philippine
real estate industry is completed.
The following new standards and amendments issued by the IASB were already adopted by the
FRSC but are still for approval by Board of Accountancy:
PAS 19, Employee Benefits - Defined Benefit Plans: Employee Contributions (Amendments)
PAS 19 requires an entity to consider contributions from employees or third parties when
accounting for defined benefit plans. Where the contributions are linked to service, they should be
attributed to periods of service as a negative benefit. These amendments clarify that, if the amount
of the contributions is independent of the number of years of service, an entity is permitted to
recognize such contributions as a reduction in the service cost in the period in which the service is
rendered, instead of allocating the contributions to the periods of service. This amendment is
effective for annual periods beginning on or after January 1, 2015. It is not expected that this
amendment would be relevant to the Company, since none of the entities within the Company has
defined benefit plans with contributions from employees or third parties.
Annual Improvements to PFRSs (2010-2012 cycle)
Effective January 1, 2015:
PFRS 2, Share-based Payment - Definition of Vesting Condition
This improvement is applied prospectively and clarifies various issues relating to the definitions of
performance and service conditions which are vesting conditions, including:
A performance condition must contain a service condition
A performance target must be met while the counterparty is rendering service
A performance target may relate to the operations or activities of an entity, or to those of
another entity in the same group
A performance condition may be a market or non-market condition
If the counterparty, regardless of the reason, ceases to provide service during the vesting
period, the service condition is not satisfied.
*SGVFS010994*
*SGVFS010994*
*SGVFS010994*
-6PFRS 11, Joint Arrangements - Accounting for Acquisitions of Interests in Joint Operations
(Amendments)
The amendments to PFRS 11 require that a joint operator accounting for the acquisition of an
interest in a joint operation, in which the activity of the joint operation constitutes a business must
apply the relevant PFRS 3 principles for business combinations accounting. The amendments also
clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an
additional interest in the same joint operation while joint control is retained. In addition, a scope
exclusion has been added to PFRS 11 to specify that the amendments do not apply when the
parties sharing joint control, including the reporting entity, are under common control of the same
ultimate controlling party.
The amendments apply to both the acquisition of the initial interest in a joint operation and the
acquisition of any additional interests in the same joint operation and are prospectively effective
for annual periods beginning on or after January 1, 2016, with early adoption permitted.
PFRS 14, Regulatory Deferral Accounts
PFRS 14 is an optional standard that allows an entity, whose activities are subject to rateregulation, to continue applying most of its existing accounting policies for regulatory deferral
account balances upon its first-time adoption of PFRS. Entities that adopt PFRS 14 must present
the regulatory deferral accounts as separate line items on the statement of financial position and
present movements in these account balances as separate line items in the statement of profit or
loss and other comprehensive income. The standard requires disclosures on the nature of, and risks
associated with, the entitys rate-regulation and the effects of that rate-regulation on its financial
statements. PFRS 14 is effective for annual periods beginning on or after January 1, 2016. Since
the Company is an existing PFRS preparer, this standard would not apply.
Annual Improvements to PFRSs (2012-2014 cycle)
Effective January 1, 2016:
PFRS 5, Non-current Assets Held for Sale and Discontinued Operations - Changes in Methods of
Disposal
The amendment is applied prospectively and clarifies that changing from a disposal through sale
to a disposal through distribution to owners and vice-versa should not be considered to be a new
plan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruption
of the application of the requirements in PFRS 5. The amendment also clarifies that changing the
disposal method does not change the date of classification.
PFRS 7, Financial Instruments: Disclosures - Servicing Contracts
PFRS 7 requires an entity to provide disclosures for any continuing involvement in a transferred
asset that is derecognized in its entirety. The amendment clarifies that a servicing contract that
includes a fee can constitute continuing involvement in a financial asset. An entity must assess the
nature of the fee and arrangement against the guidance in PFRS 7 in order to assess whether the
disclosures are required. The amendment is to be applied such that the assessment of which
servicing contracts constitute continuing involvement will need to be done retrospectively.
However, comparative disclosures are not required to be provided for any period beginning before
the annual period in which the entity first applies the amendments.
PFRS 7, Applicability of the Amendments to PFRS 7 to Condensed Interim Financial Statement
This amendment is applied retrospectively and clarifies that the disclosures on offsetting of
financial assets and financial liabilities are not required in the condensed interim financial report
unless they provide a significant update to the information reported in the most recent annual
report.
*SGVFS010994*
-7PAS 19, Employee Benefits - regional market issue regarding discount rate
This amendment is applied prospectively and clarifies that market depth of high quality corporate
bonds is assessed based on the currency in which the obligation is denominated, rather than the
country where the obligation is located. When there is no deep market for high quality corporate
bonds in that currency, government bond rates must be used.
PAS 34, Interim Financial Reporting - disclosure of information elsewhere in the interim
financial report
The amendment is applied retrospectively and clarifies that the required interim disclosures must
either be in the interim financial statements or incorporated by cross-reference between the interim
financial statements and wherever they are included within the greater interim financial report
(e.g., in the management commentary or risk report).
Effective January 1, 2018:
PFRS 9, Financial Instruments - Hedge Accounting and amendments to PFRS 9, PFRS 7 and
PAS 39 (2013 version)
PFRS 9 (2013 version) already includes the third phase of the project to replace PAS 39 which
pertains to hedge accounting. This version of PFRS 9 replaces the rules-based hedge accounting
model of PAS 39 with a more principles-based approach. Changes include replacing the rulesbased hedge effectiveness test with an objectives-based test that focuses on the economic
relationship between the hedged item and the hedging instrument, and the effect of credit risk on
that economic relationship; allowing risk components to be designated as the hedged item, not
only for financial items but also for non-financial items, provided that the risk component is
separately identifiable and reliably measurable; and allowing the time value of an option, the
forward element of a forward contract and any foreign currency basis spread to be excluded from
the designation of a derivative instrument as the hedging instrument and accounted for as costs of
hedging. PFRS 9 also requires more extensive disclosures for hedge accounting.
PFRS 9 (2013 version) has no mandatory effective date. The mandatory effective date of
January 1, 2018 was eventually set when the final version of PFRS 9 was adopted by the FRSC.
The adoption of the final version of PFRS 9, however, is still for approval by BOA. The Company
is currently assessing the impact of adopting this standard.
PFRS 9, Financial Instruments (2014 or final version)
In July 2014, the final version of PFRS 9, Financial Instruments, was issued. PFRS 9 reflects all
phases of the financial instruments project and replaces PAS 39, Financial Instruments:
Recognition and Measurement, and all previous versions of PFRS 9. The standard introduces new
requirements for classification and measurement, impairment, and hedge accounting. PFRS 9 is
effective for annual periods beginning on or after January 1, 2018, with early application
permitted. Retrospective application is required, but comparative information is not compulsory.
Early application of previous versions of PFRS 9 is permitted if the date of initial application is
before February 1, 2015. The Company is currently assessing the impact of adopting this standard.
Significant Accounting Policies
Cash and Cash Equivalents
Cash consists of cash on hand and in banks denominated in U.S. Dollar and Philippine Peso. Cash
equivalents are short-term, highly liquid investments that are readily convertible to known
amounts of cash with original maturities of three months or less from dates of placement and are
subject to an insignificant risk of change in value.
*SGVFS010994*
-8Financial Instruments
Date of recognition
Financial instruments within the scope of PAS 39 are recognized in the statement of financial
position when the Company becomes a party to the contractual provisions of the instrument.
Purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or convention in the marketplace are recognized using the settlement
date accounting.
Initial recognition of financial instruments
Financial instruments are initially recognized at fair value. Except for financial assets and
liabilities at fair value through profit or loss (FVPL), the initial measurement of financial
instruments includes transaction costs. The Company classifies its financial assets into the
following categories: financial assets at FVPL, held-to-maturity (HTM) investments, availablefor-sale (AFS) investments and loans and receivables.
The Company classifies its financial liabilities into financial liabilities at FVPL and other financial
liabilities carried at cost or amortized cost. The classification depends on the purpose for which
the investments were acquired and whether they are quoted in an active market. Management
determines the classification of its financial assets at initial recognition and, where allowed and
appropriate, re-evaluates such designation at every reporting date.
The Company has no financial liabilities at FVPL, and HTM and AFS investments as of
December 31, 2014, and 2013.
Determination of fair value
The fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction in the principal market at the measurement date under current market
conditions (i.e., an exit price) regardless of whether that price is directly observable or estimated
using another valuation technique. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes place either:
The principal or the most advantageous market must be accessible to by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their
economic best interest
Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at
fair value if their economic characteristics and risks are not closely related to those of the host
contracts and the host contracts are not held for trading or designated at fair value though profit or
loss. These embedded derivatives are measured at fair value with changes in fair value recognized
in profit or loss. Reassessment only occurs if there is a change in the terms of the contract that
significantly modifies the cash flows that would otherwise be required.
For financial instruments that are recognized at fair value on a recurring basis, the Company
determines whether transfers have occurred between Levels in the hierarchy by re-assessing
categorization (based on the lowest level input that is significant to the fair value measurement as
a whole) at the end of each reporting period.
*SGVFS010994*
-9As of December 31, 2014, and 2013, the Company has embedded prepayment option derivative
financial asset related to the loans payable.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments and
fixed maturities that are not quoted in an active market. After initial measurement, loans and
receivables are subsequently carried at amortized cost using the effective interest method, less any
allowance for credit losses. Amortized cost is calculated by taking into account any discount or
premium on the issue, and includes fees that are an integral part of the effective interest rate (EIR)
and transaction costs. The level of allowance for credit losses is evaluated by management on the
basis of factors that affect the collectability of accounts. Gains and losses are recognized in profit
or loss, when the loans and receivables are derecognized or impaired, as well as through the
amortization process. Any effects of restatement of foreign currency-denominated loans and
receivables are recognized in profit or loss.
Loans and receivables are classified as current assets if maturity is within 12 months from the
reporting date. Otherwise, these are classified as noncurrent assets.
This accounting policy applies primarily to the Companys Cash and cash equivalents, Trade
and other receivables, Nontrade receivables from CDC, Loan receivable from employees and
Refundable deposits.
Other financial liabilities
Issued financial liabilities or their components, which are not designated at FVPL, are classified as
other financial liabilities where the substance of the contractual arrangement results in the
Company having an obligation either to deliver cash or another financial asset to the holder, or to
satisfy the obligation other than by the exchange of a fixed amount of cash or another financial
asset for a fixed number of own equity shares.
After initial measurement, other financial liabilities are subsequently measured at amortized cost
using the effective interest method (EIR). Amortized cost is calculated by taking into account any
discount or premium on the issue and fees that are an integral part of the EIR.
This accounting policy applies primarily to the Companys Accounts payable and accrued
expenses, Interest payable, Loans payable, and Other noncurrent liability.
Derecognition of Financial Assets and Financial Liabilities
Financial Asset
A financial asset (or, where applicable a part of a financial asset or part of a group of similar
financial assets) is derecognized where (a) the rights to receive cash flows from the asset have
expired; (b) the Company retains the right to receive cash flows from the asset, but has assumed an
obligation to pay them in full without material delay to a third party under a pass-through
arrangement; or (c) the Company has transferred its rights to receive cash flows from the asset and
either has transferred substantially all the risks and rewards of the asset, or has neither transferred
nor retained substantially all the risks and rewards of the asset, but has transferred control of the
asset.
Where the Company has transferred its right to receive cash flows from an asset and has neither
transferred nor retained substantially all the risks and rewards of the asset nor transferred control
of the asset, the asset is recognized to the extent of the Companys continuing involvement in the
asset.
*SGVFS010994*
- 10 Financial Liability
A financial liability is derecognized when the obligation under the liability is discharged,
cancelled or has expired.
Impairment of Financial Assets
The Company assesses at each reporting date whether a financial asset or a group of financial
assets is impaired.
For loans and receivables, the Company first assesses whether objective evidence of impairment
exists individually for financial assets that are individually significant, or collectively for financial
assets that are not individually significant.
If there is objective evidence that an impairment loss has been incurred, the amount of the loss is
measured as the difference between the assets carrying amount and the amount that the Company
reasonably believes will be collected, for specific customer balances.
The carrying amount of the asset is reduced through the use of an allowance account and the
amount of loss is charged to profit or loss. If, in a subsequent year, the amount of the estimated
impairment loss decreases because of an event occurring after the impairment was recognized, the
previously recognized impairment loss is reduced by adjusting the allowance account. If a future
write-off is later recovered, any amounts formerly charged are credited to profit or loss.
If the Company determines that no objective evidence of impairment exists for individually
assessed financial asset, whether significant or not, it includes the asset in a group of financial
assets with similar credit risk characteristics and collectively assesses these assets for impairment.
Assets that are individually assessed for impairment and for which an impairment loss is, or
continues to be, recognized are not included in a collective assessment for impairment.
Offsetting of Financial Instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial
position if, and only if, there is an enforceable legal right to offset the recognized amounts and
there is an intention to settle on a net basis, or to realize the asset and settle the liability
simultaneously. This is not generally the case with master netting agreements, where the related
assets and liabilities are presented at gross amounts in the statement of financial position.
Inventories
Inventories are valued at the lower of cost and net realizable value (NRV). NRV is the estimated
selling price in the ordinary course of business, less the costs of completion and the estimated
costs necessary to make the sale. Cost is determined using weighted average method. For
manufactured inventories, cost includes the applicable allocation of fixed and variable overhead
costs.
Property, Plant and Equipment
Property, plant and equipment are carried at cost less accumulated depreciation and impairment
losses, if any. The initial cost of an item of property and equipment comprises purchase price and
any cost attributable in bringing the asset to its intended location and working condition. Cost also
includes interest and other financing charges on borrowed funds used to finance the acquisition of
property, plant and equipment to the extent incurred during the period of installation and
construction.
*SGVFS010994*
- 11 Subsequent costs are capitalized as part of property, plant and equipment account only when it is
probable that future economic benefits associated with the item will flow to the Company and the
cost of the item can be measured reliably. All other expenses related to repairs and maintenance is
charged to profit or loss as incurred.
Depreciation of property, plant and equipment commences once the property, plant and equipment
are available for use and are computed using the straight-line method over the estimated useful
lives (EUL) of the assets.
The EUL of the Companys property, plant and equipment follow:
Building and Improvements
Machinery
Transportation Equipment
Production Equipment
Furniture and Other Equipment
Years
40
7
5
5
2-5
The useful lives and depreciation method are reviewed at least at each reporting period to ensure
that the period and method of depreciation are consistent with the expected pattern of economic
benefits from items of property, plant and equipment.
Construction in progress (CIP) represents plant, administration office and certain machineries and
equipment under construction. CIP is stated at cost and includes the cost of construction and any
directly attributable costs. CIP is not depreciated until such time that the relevant assets are
completed and available for use.
An item of property, plant and equipment is derecognized upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or loss
arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the item) is included in profit or loss in the year the item of
property, plant and equipment is derecognized.
Impairment of Nonfinancial Assets
The carrying values of assets (i.e., property, plant and equipment) are reviewed for impairment
when events or changes in circumstances indicate that the carrying values may not be recoverable.
If any such indication exists and where the carrying values exceed the estimated recoverable
amounts, the assets or cash-generating units are written down to their recoverable amounts. An
assets recoverable amount is the higher of an assets or cash-generating units fair value less costs
to sell and its value in use. Where the carrying amount of an asset exceeds its recoverable amount,
the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. Impairment losses of continuing operations are recognized in
profit or loss in those expense categories consistent with the function of the impaired asset.
*SGVFS010994*
- 12 Equity
Capital stock is measured at par value for all shares issued and outstanding. When the shares are
sold at premium, the difference between the proceeds and the par value is credited to additional
paid-in capital. Direct costs incurred related to equity issuance, such as underwriting, accounting
and legal fees, printing costs and taxes are chargeable to additional paid-in capital. If additional
paid-in capital is not sufficient, the excess is charged against (to) the retained earnings (deficit).
Retained earnings (deficit) represent accumulated income (losses) of the Company.
Cash Dividends
Cash dividends on capital stock are recognized as a liability and deducted from equity when they
are approved by the BOD. Dividends for the year that are approved after the financial reporting
date are dealt with as an event after the financial reporting date.
Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. The following specific recognition criteria
must also be met before revenue is recognized.
Sale of Goods
Sale of goods is recognized upon shipment when the risks and rewards of ownership of the goods
have passed to the buyer and the amount of revenue can be measured reliably.
Warehousing
Income is recognized upon performance of the obligation related to warehousing services and
recorded in the accounting period in which the related services are rendered.
Realized Gains and Losses
Realized gains and losses on the sale of property and equipment are calculated as the difference
between net sales proceeds and the net book value. Realized gains and losses are recognized in
profit or loss when the sale transaction occurs.
Interest income
Interest is recognized as the interest accrues using the effective interest method.
Expense Recognition
Expenses are recognized in profit or loss when decrease in future economic benefit related to a
decrease in an asset or an increase in a liability has arisen that can be measured reliably.
Expenses are recognized in profit or loss:
On the basis of a direct association between the costs incurred and the earning of specific
items of income;
On the basis of systematic and rational allocation procedures when economic benefits are
expected to arise over several accounting periods and the association can only be broadly or
indirectly determined; or
Immediately when expenditure produces no future economic benefits or when, and to the
extent that, future economic benefits do not qualify or cease to qualify, for recognition in the
statement of financial position as an asset.
*SGVFS010994*
- 13 The following specific recognition criteria must be met before costs and expenses are recognized:
Cost of Goods Sold
Cost of goods sold includes all expenses associated with the specific sale of goods. Cost of goods
sold include all materials and supplies used, direct labor, depreciation of production equipment
and other expenses related to production. Such costs are recognized when the related sales have
been recognized.
General and Administrative Expenses
General and administrative expenses constitute costs of administering the business and are
recognized when incurred.
Leases
Company as lessee
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Operating lease payments are recognized as an expense in profit or
loss on a straight-line basis over the lease term.
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are
capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in
the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in
connection with the borrowing of funds.
Retirement Benefits
Defined benefit plan
The Company does not maintain a formal retirement plan. The Company has recognized
retirement liability in the statement of financial position calculated based on the requirements of
the Retirement Law. The retirement liability under the defined benefit plan of the Company is
accounted for in accordance with PAS 19, Employee Benefits, as revised.
The net defined benefit liability or asset is the aggregate of the present value of the defined benefit
obligation at the end of the reporting period reduced by the fair value of plan assets (if any),
adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling
is the present value of any economic benefits available in the form of refunds from the plan or
reductions in future contributions to the plan.
The cost of providing benefits under the defined benefit plans is actuarially determined using the
projected unit credit method.
Defined benefit costs comprise the following:
- Service cost
- Net interest on the net defined benefit liability or asset
- Remeasurements of net defined benefit liability or asset
Service costs which include current service costs, past service costs and gains or losses on nonroutine settlements are recognized as expense in profit or loss. Past service costs are recognized
when plan amendment or curtailment occurs. These amounts are calculated periodically by
independent qualified actuaries.
*SGVFS010994*
- 14 Net interest on the net defined benefit liability or asset is the change during the period in the net
defined benefit liability or asset that arises from the passage of time which is determined by
applying the discount rate based on government bonds to the net defined benefit liability or asset.
Net interest on the net defined benefit liability or asset is recognized as expense or income in
profit or loss.
Remeasurements comprising actuarial gains and losses, return on plan assets and any change in
the effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized
immediately in other comprehensive income in the period in which they arise. Remeasurements
are not reclassified to profit or loss in subsequent periods.
Income Tax
Current Tax
Current tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used
to compute the amount are those that are enacted or substantively enacted at the reporting date.
Deferred Tax
Deferred tax is provided using the liability method on all temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, with few exceptions.
Deferred tax assets are recognized for all deductible temporary differences, carryforward benefit
of the excess of minimum corporate income tax (MCIT) over regular corporate income tax (RCIT)
and unused net operating loss carryover (NOLCO), to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences and carryforward of
MCIT and unused NOLCO can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed at each
reporting date and are recognized to the extent that it has become probable that future taxable
profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the reporting date.
Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive),
where, as a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of the amount
of the obligation.
Foreign Currency-denominated Transactions and Translations
The Companys financial statements are presented in U.S. Dollars, its functional currency.
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing
at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the functional currency spot rate of exchange ruling at the reporting date. All
differences are taken to profit or loss.
*SGVFS010994*
- 15 Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates as of the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value is determined.
Earnings Per Share (EPS)
The Company presents basic and diluted EPS data for its ordinary shares. Basic EPS is calculated
by dividing the net income attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares issued and outstanding during the period after giving
retroactive effect to stock dividends declared and stock rights exercised during the year, if any.
Diluted EPS is calculated in the same manner, adjusted for the effects of any dilutive potential
ordinary shares. If the number of ordinary shares outstanding increases as a result of a
capitalization, bonus issue or share split, or decreases as a result of a reverse share split, the
calculation of basic and diluted earnings per share for all periods presented shall be adjusted
retrospectively. If these changes occur after the reporting period but before the financial
statements are authorized for issue, the per share calculations for those and any prior period
financial statements presented shall be based on the new number of shares.
Operating Segment
For management purposes, the Company is organized and managed as one business segment. The
Companys business is the manufacture, assembly, test and warehousing of semiconductor and
memory devices and applications and related products which accounted for the majority of the
Companys total revenue. Accordingly, the Company operates mainly in one reportable business
and geographical segment which is the Philippines.
Contingencies
Contingent liabilities are not recognized in the financial statements but are disclosed unless the
possibility of an outflow of assets embodying economic benefits is remote. Contingent assets are
not recognized in the financial statements but disclosed when an inflow of economic benefits is
probable. If it is virtually certain that an inflow of economic benefits will arise, the asset and the
related income are recognized in the financial statements.
Events after the Reporting Date
Post year-end events up to the date of approval of the BOD of the financial statements that provide
additional information about the Companys position at reporting date (adjusting events) are
reflected in the financial statements. Post year-end events that are not adjusting events, if any, are
disclosed when material to the financial statements.
*SGVFS010994*
- 16 Judgments
In the process of applying the Companys accounting policies, management has made the
following judgments, apart from those involving estimations, which has the most significant effect
on the amounts recognized in the financial statements:
Recognition of receivable from Clark Development Corporation (CDC)
Pursuant to Executive Order No. 856 (Expanding the Coverage of Executive Order No. 666,
Series of 2007, In Support of the Power Requirement of Clark Freeport Zone) dated January 2010
signed by the then President of the Philippines Gloria Macapagal-Arroyo, the Philippine
Government agreed to provide electricity to the Company at a discounted or subsidized rate, in
line with the Philippine Governments thrust to support power-intensive industries with substantial
investments in recognition of the corresponding benefit of their investments to the economy.
Subsequently, in March 2010, the Company entered into a lease agreement with CDC that, among
others, further embodied the grant of incentives to the Company as a foreign locator in the Clark
Freeport Zone, including the power subsidy.
The grant of the power subsidy to the Company has not been implemented yet, which resulted in
the accumulation of unpaid electricity charges. To address the then power disconnection threats
against the Company and its adverse impact on the business of the Company, the Company was
constrained to pay for its power consumptions from 2011 to date at commercial rates, inclusive of
the amount corresponding to the subsidized portion of the Companys electricity charges. The
payments do not constitute waivers of the Companys existing rights under the law and the
March 2010 lease agreement with CDC and were made on the understanding (and with the express
reservation) that the Company will be able to claim reimbursement of the advances/payments
covering the power subsidy.
In a letter dated December 2, 2013, CDC informed the Company that the National Government
has included in its 2014 National Budget an amount for the power subsidy of the Company. The
amount will prioritize the reimbursement of the Companys power subsidy advances for year
2014, while the remaining amount will be for the reimbursement of advances made for previous
years (i.e., 2011, 2012 and 2013). The advances that will not be paid from the 2014 National
Budget will be requested for inclusion in the 2015 and 2016 National Budgets. With these
developments, the Company assessed that the Government will fulfill its power subsidy
commitment and has accordingly recognized the fair value of the receivable from CDC
corresponding to the amount of the power subsidy advances.
In another letter dated April 3, 2014, CDC advised the inclusion of the amount for the power
subsidy in the 2014 National Budget as part of the unprogrammed funds that will be released
when the revenue collections of the Government exceed the original revenue targets submitted by
the President of the Philippines to Congress.
On July 1, 2014, the Supreme Court (SC) promulgated its decision in the Disbursement
Acceleration Program (DAP) case (in Araullo, et al., v. Aquino, et al., GR. Nos. 209287
/209135/ 209136/ 209155/ 209164/ 209260/ 209442/ 209517/ 209569, July 1, 2014) which
included a ruling and statements relating to the disbursement of unprogrammed funds. The SC
declared void (for noncompliance with the conditions provided in the General Appropriations Acts
or GAAs) the use of the unprogrammed funds from the GAAs of 2011, 2012 and 2013 for the
DAP despite the absence of a certification by the National Treasurer that the revenue collections
exceeded the revenue targets. Specifically, based on the language of the GAAs, the SC declared
that, in determining whether or not the revenue collections exceeded the revenue targets, the total
revenue collections must exceed the total revenue targets. A motion for reconsideration was filed
by the office of the Solicitor General on July 25, 2014.
*SGVFS010994*
- 17 In July 2014, CDC advised that the Department of Budget and Management (DBM), through the
Philippine Economic Zone Authority (PEZA), requested for the documents supporting the
Companys claims on the power subsidy. The Company submitted these documents on July 21,
2014 through CDC.
On December 23, 2014, the 2015 National Budget was signed into law. It expressly recognizes
that the unprogrammed funds for Budgetary Support to Government-Owned or -Controlled
Corporations includes the payment of subsidies and other incentives to retain and attract
productive foreign investments. Further, it categorically states that the unprogrammed funds shall
be released upon the satisfaction of any one of the following conditions, subject to compliance
with the conditions under the pertinent special provisions set out in the 2015 National Budget:
i) When there are excess revenue collections in any one of the identified non-tax revenue
sources from its corresponding revenue collection target, as reflected in Tables C.1 and C.4 of
the Budget of Expenditures and Sources of Financing (BESF) submitted by the Philippine
President to Congress;
ii) When there are new revenue collections, i.e., those arising from new tax laws or new non-tax
sources which are not part of nor included in the original revenue sources reflected in the
Tables C.3 and C.4 of the BESF; or
iii) When there are newly approved loans for foreign-assisted projects.
Releases from item (i) above shall be subject to the issuance of a certification from the Department
of Finance (DOF) or Bureau of Treasury (BTR) as the case may be, that the actual collections
from a particular revenue source has exceeded its corresponding revenue collection target, as
reflected in Tables C.1 and C.4 of the BESF.
Releases from item (ii) above shall be subject to certification by the DOF or BTR, as the case may
be, that the collections identified were not part of nor included in the original revenue collection
targets reflected in Tables C.3 and C.4 of the BESF.
Releases from item (iii) above shall be supported by a perfected loan agreement, which shall be
sufficient basis for the issuance of a Special Allotment Release Order covering the loan proceeds.
As of December 31, 2014, the subsidy included in the 2014 National Budget was not released
although the relevant government agencies have continued to indicate the Philippine governments
commitment to honor the power subsidy granted to the Company.
In a letter dated January 22, 2015 to the Company, CDC advised that an amount has indeed been
allocated in the 2015 National Budget under the unprogrammed funds for the reimbursement of
the Companys power subsidy advances.
In a letter dated January 26, 2015 to the Company, PEZA confirmed that the National Government
has included in the 2015 National Budget under the unprogrammed funds, an amount for the
power subsidy reimbursements . The allocated amount will prioritize the 2015 power subsidy
while the remaining amount will be for the reimbursement of the power subsidy advances made by
the Company in the previous years. The release of the allocation is subject to the special
provisions of the 2015 GAA.
*SGVFS010994*
- 18 The PEZA letter also advised that while the release of the allocation in the 2014 National Budget
is no longer possible due to the recent decision in the DAP case, which purportedly imposed an
additional condition of the use of unprogrammed funds, the relevant government agencies will ask
for a higher subsidy in the 2016 National Budget to cover the arrears.
On February 3, 2015, the SC resolved the Motion for Reconsideration filed in the DAP case (SC
Resolution), affirming its earlier decision on the unprogrammed funds based on the specific
provisions of the GAAs that are the subject of the DAP case.
The Company and its legal counsel believe that the release and use of the unprogrammed funds
under the 2015 National Budget shall be determined by the language of the special provisions
under the 2015 National Budget itself. These special provisions are differently worded from the
special provisions set out in the GAAs that are the subject of the DAP case, and appear to provide
for less stringent conditions for the release and use of unprogrammed funds (see above discussion
on these conditions) compared to the GAAs that are the subject of the DAP case.
In the SC Resolution, the SC also clarified that the release of unprogrammed funds may take place
even prior to the end of the fiscal year, indicating that this could be done on a quarterly basis, so
long as the requirements for the release of the funds under the relevant National Budgets are
complied with.
With the foregoing developments, the Company reassessed the estimated timing of collections of
the receivable from CDC. The Company considers the appropriated amount in the 2015 GAA to
cover a portion of the advance made in prior years and that the remaining amount in arrears,
including the amount that should have been paid out of the 2014 National Budget, will be covered
in the 2016 GAA. As a result of the change in the expected timing of collection, the Company
recognized a provision for valuation loss on the receivable from CDC amounting to $1,044,972 in
2014.
The carrying amount of receivable recognized under Other noncurrent assets amounted to
$18.88 million and $14.28 million as of December 31, 2014 and 2013, respectively (see Note 7).
Determination of functional currency
The Company determines the functional currency based on economic substance of underlying
circumstances relevant to the Company. The functional currency has been determined to be the
U.S. Dollar since the Companys revenues and expenses are substantially denominated in U.S.
Dollar.
Operating lease commitments - as lessee
The Company has entered into commercial property leases on land for its plant and administration
office. The Company has determined, based on an evaluation of the terms and conditions of the
arrangements, that it does not acquire all the significant risks and rewards of ownership of these
properties and so accounts for the contracts as operating leases. The Company considers retention
of ownership title to the leased property and option to purchase the leased asset, among others.
*SGVFS010994*
*SGVFS010994*
- 20 -
2014
$10,789
25,289,818
5,000,000
6,493,151
$36,793,758
2013
$22,822
3,365,437
12,950,450
6,767,067
$23,105,776
Cash in banks earns interest at the prevailing bank deposit rates. In 2014, and 2013, the Company
earns interest of 0.25% to 0.50% on all Peso (PHP) accounts, and 0.10% and 0.25% on Dollar
(USD) accounts. Time deposits are generally made on 30-day term and earn interest at 1.375% to
2.75% in 2013 for PHP accounts and 0.875% to 1.50% in 2014, and 0.75% to 0.875% in 2013 for
USD accounts.
Debt Service Account maintained with the BDO Unibank, Inc. - Trust and Investments Group
(trustee) is to be used solely for the next quarterly payment of interest, and principal due that is
related to facility loan granted by BDO Unibank, Inc. (BDO) to the Company (see Note 10).
Interest income from cash and cash equivalents recognized in profit or loss amounted to $128,414,
$162,952 and $65,742 in 2014, 2013 and 2012, respectively (see Note 16).
2014
$21,213,101
500,430
$21,713,531
2013
$19,858,783
1,283,132
$21,141,915
Trade receivables are non-interest bearing and are generally on a 15-day term.
Other receivables include lease of equipment to STS, receivables from suppliers and advances to
employees.
The carrying amount of all trade accounts receivable as of December 31, 2014, and 2013 are
pledged, through execution of Assignment Agreement, for the loan with BDO (see Note 10).
*SGVFS010994*
- 21 -
6. Inventories
This account consists of:
At cost:
Raw materials
Raw materials in transit
Work in process
Finished goods
2014
2013
$7,936,162
631,650
1,053,213
607,517
$10,228,542
$8,489,808
1,414,865
1,510,329
172,416
$11,587,418
2014
$232,717
153,740
82,516
31,461
71,504
$571,938
2013
$375,413
167,824
130,804
169,187
78,789
63,466
$985,483
Advances to suppliers pertain to cash payments to various suppliers and the Parent Company for
inventories returned but has been previously paid.
Prepayments, on the other hand, pertain to unamortized portion of prepaid insurance, house rentals
and other prepaid expenses.
Other noncurrent assets consist of:
Nontrade receivable from CDC, net of allowance
for valuation loss
Refundable deposits (Notes 18 and 20)
Other investment
Intangible assets
Derivative financial asset
Loan receivable from employees
2014
2013
$18,876,550
1,428,374
990,878
249,508
123,775
6,708
$21,675,793
$14,280,473
1,438,370
969,662
370,468
320,243
32,939
$17,412,155
*SGVFS010994*
- 22 Nontrade receivable from CDC represents the Companys advances in 2014 and previous years to
the electricity service provider covering the Governments subsidy for electricity charges. In 2014,
the Company recognized a provision for valuation loss amounting to $1,044,972 as a result of
changes in the managements assessment of the estimated timing of collection. As of
December 31, 2014, the allowance for valuation loss amounted to $1,328,101 (see Note 3).
The advance rental and portion of refundable deposits pertain to operating lease agreement with
CDC (see Note 18).
As of December 31, 2014 and 2013, the net book value of intangible asset amounted to $249,508
and $370,468, respectively. Amortization in 2014, 2013 and 2012 amounted to $120,960,
$121,492, and $66,802 respectively.
The derivative financial asset pertains to the prepayment option that was separated from the loans
payable and carried at fair value through profit or loss.
The table below shows the movements of the derivative financial asset in 2014 and 2013:
Balances at January 1
Fair value loss on derivative, included in Finance
cost (see Note 16)
Balances at December 31
2014
$451,047
2013
$2,223,075
(244,756)
$206,291
(1,772,028)
$451,047
$51,483,785
Transportation
Machinery
Equipment
$77,664,851
$459,441
Production
Equipment
Furniture and
Other
Equipment
Construction
in Progress
Total
$10,378,871
$16,074,206
$2,436
$156,063,590
72,695
51,556,480
8,847,740
(630,544)
85,882,047
(27,366)
432,075
922,457
(66,306)
11,235,022
2,171,799
(2,665)
18,243,340
760,640
763,076
12,775,331
(726,881)
168,112,040
3,730,537
1,288,534
5,019,071
$46,537,409
23,583,843
11,317,579
(217,474)
34,683,948
$51,198,099
260,684
87,778
(11,858)
336,604
$95,471
4,864,879
2,146,721
(8,469)
7,003,131
$4,231,891
8,669,454
3,860,411
(1,870)
12,527,995
$5,715,345
$763,076
41,109,397
18,701,023
(239,671)
59,570,749
$108,541,291
*SGVFS010994*
- 23 2013
Cost
Balances at beginning of year
Acquisitions
(Notes 12 and 13)
Disposals
Transfers
Adjustments
Balances at end of year
Accumulated depreciation
Balances at beginning of year
Depreciation
Disposals
Balances at end of year
Net book values
Building and
Improvements
$51,442,336
41,449
51,483,785
2,443,525
1,287,012
3,730,537
$47,753,248
Machinery
Transportation
Equipment
Production
Equipment
Furniture and
Other
Equipment
Construction
in Progress
Total
$75,790,512
$454,592
$9,877,079
$14,225,103
$88,741
$151,878,363
4,849
459,441
503,493
(1,697)
(4)
10,378,871
1,967,267
(4,783)
(113,381)
16,074,206
(86,305)
2,436
4,391,408
(6,480)
(86,305)
(113,396)
156,063,590
169,607
91,077
260,684
$198,757
2,850,963
2,014,227
(311)
4,864,879
$5,513,992
4,628,699
4,042,965
(2,210)
8,669,454
$7,404,752
$2,436
22,736,635
18,375,283
(2,521)
41,109,397
$114,954,193
1,874,350
(11)
77,664,851
12,643,841
10,940,002
23,583,843
$54,081,008
Items under construction in progress include certain machinery and equipment which have been
delivered but are yet to be tested before they become available for use as intended by the
management.
The carrying amounts of all items of property, plant and equipment as of December 31, 2014 and
2013 are subject to first ranking mortgage to secure the Companys loan with BDO (see Note 10).
2014
2013
$9,861,308
7,428,899
17,290,207
1,712,637
261,687
77,765
$19,342,296
$8,841,147
5,439,048
14,280,195
1,439,285
236,173
60,586
$16,016,239
Trade accounts payable are non-interest bearing and are generally on 30-day term.
Accrued expenses primarily include salaries of employees, utilities and payable to third party
service providers.
Payable to government agencies includes withholding taxes payable, fringe benefit tax payable,
statutory liabilities and other taxes payable.
*SGVFS010994*
- 24 The Company may at its option prepay the loan with minimum amount of $5,000,000 anytime
from the date of drawdown. If the prepayment is made on interest payment date, no penalty shall
be imposed. Otherwise, the Company shall pay a penalty of one and a half per cent (1.50%) for
each month and fraction thereof.
The prepayment option derivative has been separated from loans payable and carried at fair value
through profit or loss.
In May and June 2013, the Company obtained a new loan with BDO amounting to $29,000,000
which contains majority of the provisions in the $83,000,000 loan with BDO.
The Company and the Parent Company have agreed to provide certain collateral security to be
held by the BDO Security Trustee in trust and for the benefit of the BDO. Collaterals include
assignment of accounts receivable from Samsung Electronics Co., Ltd. (Samsung) (see Note 5),
assignment of CDC agreements (leasehold rights) (see Note 19), and establishment of first ranking
Chattel and Real Estate Mortgage over the Companys property, plant and equipment (see Note 8).
In addition, the Parent Company has agreed to guarantee the performance of the payment of the
obligations of the Company under the agreement. As Pledgor, the Parent Company pledges,
through execution of Pledge Supplement, its shares in the Company, including additional shares of
stock, subscription, options, warrants or other rights to purchase or acquire such shares of stock.
On May 19, 2014, in connection with the Companys initial public offering as discussed in
Note 14, BDO consented through a Deed of Release of Pledge made and executed by BDO
Unibank, Inc. - Trust and Investment Group, to the release from the said pledge a total of
353,408,000 common shares of the Company registered in the name of the Parent Company.
Loan agreement with BDO requires the Company to maintain the following financial ratios:
Debt Service Coverage Ratio (DSCR) of 1.2 times, except in 2013, where DSCR is 1.1 times.
DSCR shall be based on the annual audited financial statements of the Company, as well as
the unaudited financial statements as of the end of the first quarter of the current year.
Leverage Ratio of 3 times from 2011 to 2012 and 2 times from 2013 to 2016 for the
$83,000,000 loan and 2 times from 2013 to 2018 for the $29,000,000 loan based on the
audited or unaudited financial statements of the Company.
On September 29, 2014, BDO consented , subject to the fulfillment of all the conditions set forth
below, to the declaration and payment of cash dividends equivalent to not more than (a) 50% of
the companys net income based on the Companys audited financial statements as of and for the
year ended December 31, 2013, inclusive of the cash dividends of $1,000,000 subject of BDO s
letter dated May 8, 2014, (b) 50% of the Companys net income based on the Companys audited
financial statements as of and for the year ended December 31, 2014 and (c) 20% of the
Companys net income based on the Companys audited financial statements for every subsequent
year, provided, that, the total cash dividends to be declared and paid by the company under
(a) and (b) shall in no case exceed $12,700,000.
In addition, all of the following conditions must be met before any declaration and payment of
dividends may be made by the Company:
No event has occurred and in continuing which constitutes an event of default, or which upon
a lapse of time or giving of notice or both, would become an event of default, under or in
respect of the agreement;
The DSCR of 1.5x is maintained;
The required maintaining balance in the debt service account is maintained; and
The Companys capital expenditures for the preceding year do not exceed US$15,000,000.
*SGVFS010994*
- 25 As of December 31, 2014 and 2013, the Company is in compliance with its loan covenants related
to the loan facility with BDO.
As of December 31, 2014 and 2013, total BDO loan guaranteed by the Parent Company amounted
to $51,875,000 and $72,625,000, respectively (see Note 12).
In 2014 and 2013, the Company made principal payments on the $83,000,000 loan, resulting to an
outstanding balance of the old loan of $51,875,000 and $72,625,000 as of December 31, 2014 and
2013, respectively.
The carrying value of loans payable as of December 31, 2014 and 2013 follows:
2014
$24,375,000
56,128,981
$80,503,981
Current portion
Noncurrent portion
2013
$20,750,000
80,291,487
$101,041,487
Interest expense charged to profit or loss amounted to $4,294,115, $5,256,137 and $4,433,675 in
2014, 2013 and 2012, respectively (see Note 16). Interest payable as of December 31, 2014 and
2013 amounted to $724,429 and $901,566, respectively.
11. Retirement Liability
The Company obtained the services of an independent actuary to calculate the amount of
retirement benefit obligation based on the provisions provided by PAS 19, as revised. The
Companys liability for retirement benefits is based solely on the requirements under RA No. 7641,
otherwise known as The Philippine Retirement Pay Law of the Philippines, as the Company does
not have a formal retirement plan.
The unfunded post-employment benefits in 2014 and 2013 are as follows:
2014
Net benefit cost in statement of comprehensive income
Present value
of defined
benefit
obligation
January 1,
2014
Current
service cost
Interest
cost
Subtotal
Benefits paid
Actuarial
changes arising
from changes in
demographic
assumptions
$106,014
$43,690
$6,055
$155,759
($16,391)
Present value of
defined benefit
obligation
January 1,
2013
Current
service cost
Interest
cost
Subtotal
$106,014
$106,014
Actuarial
changes arising
from changes
in financial
assumptions
December
31, 2014
$61,225
$200,593
2013
Remeasurements in other comprehensive income
Actuarial changes
arising from
changes in
demographic
assumptions
Benefits paid
Actuarial
changes arising
from changes in
financial December 31,
assumptions
2013
$106,014
*SGVFS010994*
- 26 The cumulative remeasurement loss in 2014 recognized in the statement of comprehensive income
follows:
Balance as at January 1
Remeasurement loss during the year
Balance as at December 31
Income tax effect
Cumulative amount of remeasurement net of tax
$
44,835
44,835
(2,242)
$42,593
The cost of defined benefit pension plan as well as the present value of the retirement liability is
determined using actuarial valuation which involves making various assumptions.
The principal actuarial assumptions used in determining the retirement obligation are shown
below:
Discount rate
Salary increase
2014
4.63%
5.00%
2013
5.84%
5.00%
The sensitivity analysis for 2014 and 2013 below has been determined based on reasonably
possible changes of each significant assumption on the defined benefit obligation as of the end of
the reporting period, assuming if all other assumptions were held constant.
Increase
(decrease)
Discount rates
2014
2013
Future salary increases
2014
2013
Effect on
retirement
obligation
+1%
(1%)
($41,159)
53,195
+1%
(1%)
(21,761)
28,064
+2%
(2%)
51,077
(40,528)
+2%
(2%)
61,797
(38,840)
The average duration of the defined benefit obligation for the year ended December 31, 2014 is
26.78 years.
*SGVFS010994*
- 27 The Companys transactions with the related parties in 2014, 2013 and 2012 follow:
2014
Amount/volume
Outstanding
balance
$86,091,729
9,762,474
346,371
2,851,559
9,861,308
412,466
Finance cost
606,866
Other income
Prepaid and other current
assets
Trade and other receivables
403,732
224,667
279,232
21,215
Phoenix Semiconductor
Telecommunications
(Suzhou) Co., Ltd. Affiliate
Other income
38,580
Category
Parent Company
Raw materials used
Property, plant and
equipment
Direct labor
*SGVFS010994*
- 28 2013
Amount/volume
Outstanding
balance
$83,561,344
3,556,579
484,467
3,419,240
8,841,147
418,066
Finance cost
912,449
373,574
969,663
Category
Parent Company
Raw materials used
Property, plant and
equipment
Direct labor
2012
Category
Parent Company
Raw materials used
Property, plant and
equipment
Direct labor
Amount/volume
Outstanding
balance
$93,496,867
14,934,342
603,477
5,174,963
423,444
1,401,630
*SGVFS010994*
2014
$3,047,119
$3,047,119
2013
$3,470,332
$3,470,332
2012
$3,579,752
$3,579,752
There are no agreements between the Company and any of its directors and key officers providing
for benefits upon termination of employment.
13. Equity
The authorized capital stock of the Company is $65,000,000 (P
=2,925,000,000) divided into
2,925,000,000 shares with par value of $0.022286 (equivalent to =
P1.00). As of
December 31, 2014 and 2013, the Company has 2,165,024,111 and 2,002,644,109 shares issued
and outstanding.
On April 1, 2014, the BOD approved the declaration of cash dividends amounting to $1,000,000
($0.0005 per share) to stockholders of record as of April 1, 2014, in proportion to, and on the basis
of outstanding shares of stock respectively held by the shareholders, payable on May 12, 2014. On
the same day, the BOD also approved the amendment to the Articles of Incorporation of the
Company to include specific reference to Common shares, among others.
On April 1, 2014, the BOD of the Company authorized the issuance of 572,186,000 new and
existing common shares (286,093,000 new common shares and 286,093,000 issued and
outstanding common shares) with par value of P1.00 per share. Further, it was resolved that the
Company is authorized to apply with the SEC and any relevant government agencies for the
registration of the common shares to be issued, offered, sold, and distributed to the public by way
of an IPO, and with the Philippine Stock Exchange and any relevant government agencies for the
listing of the said shares.
On April 22, 2014, the SEC approved the increase in the number of the Companys BOD. On the
same date, the Company issued one common share each at the subscription price of =
P1.00 per
share to the two independent directors.
On May 8, 2014, the BOD approved that the Company, the Parent Company and the Issue
Manager and Lead Underwriter for the IPO have an option exercisable in whole or in part upon
their mutual agreement, to increase the offer size by up to an additional 134,630,000 new and
existing common shares during the offer period, on the same terms and conditions with the listing
above, solely to cover oversubscriptions, if any. In the event the oversubscription option is
exercised, the Company may issue up to an additional 67,315,000 new common shares, and/or the
Parent Company may sell up to an additional 67,315,000 existing common shares.
On December 1, 2014, the Company offered to sell to the public 324,760,000 new and existing
Common Shares with par value of P1.00 per share at an offer price of P3.15 per share.
*SGVFS010994*
- 30 The Common Stock is comprised of: (a) 162,380,000 new Common Shares, issued for
subscription by the Company from its authorized and unissued capital stock by way of a primary
offer; and (b) 162,380,000 issued and outstanding Common Shares, offered for sale by the Parent
Company, the selling stockholder, pursuant to a secondary offer. The total net proceeds from the
issuance of new shares amounted $11,070,260 (P
=494,507,193), net of the direct cost amounting to
$388,006 (P
=16,989,807) charged to Additional paid-in capital. Other IPO costs not directly
related to the issuance of new shares and charged to profit and loss amounted to $647,746
(P
=27,801,228).
2014
$8,016,895
6,486,874
4,879,910
4,615,297
2,587,432
1,645,752
497,148
335,715
259,725
185,708
128,864
124,011
98,593
97,163
766,555
$30,725,642
2013
$4,477,334
5,779,201
2,414,074
4,827,080
2,607,551
1,122,984
483,245
200,247
271,046
116,677
141,409
161,180
99,096
103,448
585,946
$23,390,518
2012
$8,706,280
6,694,668
3,188,958
4,551,240
2,191,961
1,355,935
392,204
310,067
328,440
135,682
193,370
160,489
109,059
128,792
665,290
$29,112,435
2014
2013
2012
$1,518,885
915,038
481,250
320,043
171,603
146,929
$1,519,245
719,576
480,084
147,742
175,755
72,964
$1,352,140
684,096
443,758
261,705
181,422
58,521
138,054
132,945
72,371
68,890
61,241
38,513
211,615
$4,277,377
111,022
125,520
90,418
39,182
39,367
32,268
204,498
$3,757,641
160,123
73,373
91,029
66,877
35,166
59,762
168,853
$3,636,825
*SGVFS010994*
- 31 -
2014
$4,294,115
606,866
2013
$5,256,137
912,449
2012
$4,433,675
1,401,630
244,756
$5,145,737
1,772,028
$7,940,614
(644,912)
$5,190,393
2014
$459,694
433,072
134,296
39,613
$1,066,675
2013
$162,952
23,774
73,778
61,035
$321,539
2012
$65,742
24,494
59,339
9,919
$159,494
2014
2013
2012
$1,044,972
270,704
144,271
452,462
$1,912,409
570,424
242,021
$812,445
283,920
86,733
$370,653
2013
$6,012,307
2,670,502
$8,682,809
2012
$5,740,987
2,373,755
$8,114,742
2014
$5,852,579
2,821,835
$8,674,414
Salaries and wages and employee benefits included in cost of goods sold and general and
administrative expenses amounted to $7,155,529 and $1,518,885, respectively, in 2014,
$7,163,564 and $1,519,245, respectively, in 2013 and $6,762,602 and $1,352,140, respectively, in
2012.
*SGVFS010994*
- 32 -
2014
$
12,157,048
$12,157,048
2013
$
12,157,048
$12,157,048
*SGVFS010994*
- 33 As of December 31, 2014 and 2013, the carrying value of the nontrade receivable from CDC
approximates its fair value, and is categorized under Level 2 in the fair value hierarchy. In 2014,
with the developments discussed in Note 3, the Company reassessed the expected timing of
collection and has accordingly computed the present value of the receivable as of December 31,
2014 using a risk free rate as the discount rate, which also represents its fair value. The present
value technique captures the estimate of future cash flows, time value of money as represented by
the rate on risk free monetary assets that have maturity dates or durations that coincide with the
period covered by the cash flows.
The Derivative financial asset amounting $206,291 and $451,047 as of December 31, 2014 and
2013, respectively, in the statements of financial position is the only financial instrument carried at
fair value classified under Level 3 in the fair value hierarchy. There were no transfers between
levels of the fair value hierarchy in 2014, and 2013.
Loans payable carried at amortized cost which fair value is disclosed amounting to $81,244,549,
and $98,193,447, as of December 31, 2014 and 2013, respectively, is categorized under Level 3 in
the fair value hierarchy.
The fair value of the Companys embedded derivative financial asset and loans payable which fair
value is disclosed, are measured using interest rate binomial tree method for valuing call, put and
prepayment options embedded in host debt contracts.
The method incorporates various inputs such as the following:
a) USD yield curve
b) Volatility of USD interest rates based on historical data
c) Credit spread from most recent quotes from banks
Valuation is performed on a quarterly basis for internal reporting purposes and is performed by the
Companys own internal valuer. The Company decides whether the fair value can be determined
reliably, which valuation method should be applied and the assumptions made for unobservable
inputs used in the valuation methods. The Company further performs an analysis to determine if
the change in fair value is reasonable by comparing the change in fair value with relevant external
resources.
In 2014, 2013 and 2012, the Company used the volatility of 25.00% and credit spread of 3.90% in
the valuation which are considered as significant unobservable inputs. The 5.00% increase in the
volatility used in the valuation of derivative financial asset would result in increase in fair value of
$38,704, $80,620, and $253,977; while the decrease in the volatility of 5% would result in
decrease in fair value of $38,105, $81,126, and $263,756 in 2014, 2013 and 2012, respectively.
The 1% increase in credit spread would result in increase in fair value of $29,527, $69,397, and
$278,093, while the decrease in credit spread would decrease the fair value by $27,948, $70,890,
and $298,093 in 2014, 2013, and 2012, respectively.
*SGVFS010994*
- 34 -
PHP
JPY
Equivalents in
USD
P
=480,114,830
JPY
$10,736,020
844,159,318
63,149,181
300,000
5,546,233
1,393,269,562
JPY
18,876,550
1,412,102
6,708
124,021
31,155,401
21,930,300
64,799,401
3,281,225
90,010,926
P
=1,303,258,636
89,100,900
89,100,900
(JPY89,100,900)
1,230,494
1,448,999
73,373
2,752,865
$28,402,535
*SGVFS010994*
- 35 2013
JPY Equivalents in USD
PHP
Financial assets
Cash and cash equivalents
Loans and receivables:
Nontrade receivables from
CDC
Refundable deposits
Receivable from employees
Other receivables
Financial liabilities
Accounts payable and accrued
expenses
Trade
Accrued expenses
Others (nontrade)
=30,333,187
P
JPY
$683,187
634,052,985
63,502,881
1,462,500
6,496,169
735,847,722
14,280,473
1,430,245
32,939
146,310
16,573,154
17,871,753
60,066,051
2,494,064
80,431,868
=655,415,854
P
6,063,650
6,063,650
(JPY6,063,650)
460,393
1,309,147
56,173
1,825,713
$14,747,441
2012
Financial assets
Cash and cash equivalents
Loans and receivables:
Refundable deposits
Receivable from employees
Financial liabilities
Accounts payable and accrued
expenses
Trade
Accrued expenses
PHP
JPY
Equivalents in
USD
=26,406,668
P
JPY
$641,094
7,726,400
13,467,172
47,600,240
187,580
326,952
1,155,626
15,980,099
298,790,776
314,770,875
(P
=267,170,635)
16,687,660
16,687,660
(JPY16,687,660)
581,890
7,253,964
7,835,854
($6,680,228)
The following table demonstrates the sensitivity to a reasonably possible change in the U. S.
Dollar-Philippine Peso exchange rate, with all variables held constant, of the Companys income
before income tax (due to changes in the fair value of monetary assets and liabilities):
2014
2013
2012
Increase/decrease in
PHP rate
+1%
-1%
Effect on income
before income tax
($291,426)
291,426
+1%
-1%
($148,053)
+1%
-1%
$64,863
(64,863)
148,053
*SGVFS010994*
- 36 -
Increase/decrease in
JPY rate
+1%
-1%
Effect on income
before income tax
$7,401
(7,401)
2013
+1%
-1%
$579
(579)
2012
+1%
-1%
$1,939
(1,939)
2014
The sensitivity analysis has been prepared on the basis that the proportion of financial instruments
in foreign currencies is constant.
The exchange rate used to restate the Companys PHP-denominated assets and liabilities is P
=44.72
to $1.00 as of December 31, 2014, =
P44.40 to $1.00 as of December 31, 2013 and P
=41.19 to $1.00
as of December 31, 2012. For the Companys JPY-denominated liabilities, the exchange rate used
is JPY120.39 to $1.00 as of December 31, 2014, JPY104.77 to $1.00 as of December 31, 2013 and
JPY86.05 to $1.00 as of December 31, 2012. There are no impact on the Companys other
comprehensive income other than those already affecting the income before income tax.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Companys exposure to the risk of
changes in market interest rates relates primarily to the Companys loans payable with BDO with
floating interest rate.
The following table sets forth, for the period indicated, the sensitivity to reasonably changes in
interest rates with all other variables held constant:
Changes in basis
points
+1%
-1%
Effect on income
before income tax
($578,273)
621,403
2013
+1%
-1%
(674,232)
734,007
2012
+1%
-1%
(705,691)
705,465
2014
Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Company is exposed to credit risk from its
operating activities (primarily trade receivables) and from its investing activities, including deposit
in banks and financial institutions, foreign exchange transactions and other financial instruments.
Maximum exposure to credit risk
The Company trades only with recognized, creditworthy third parties. The Companys maximum
exposure to credit risk, without taking into account any collateral held or other credit
enhancements, equals the carrying values of financial assets.
*SGVFS010994*
Total
$36,793,758
500,430
$500,430
21,713,531
1,459,835
18,876,550
$78,843,674
Total
$23,082,955
19,858,783
1,607,557
14,280,473
$58,829,768
21,141,915
1,607,557
14,280,473
$60,112,900
2013
Cash in banks
Loans and receivables:
Trade and other receivables
Refundable deposits
Nontrade receivables from CDC
1,283,132
$1,283,132
*SGVFS010994*
Financial assets
Cash and cash equivalents
Loans and receivables
Trade and other receivables
Nontrade receivable from CDC
Refundable deposits
Financial liabilities
Accounts payable and accrued
expenses**
Trade
Accrued expenses
Others
Loans payable
On demand
Less than 3
months
3 to
12 months
More than
12 months
Total
$25,300,607
$11,496,867
$36,797,474
$25,300,607
21,213,101
$32,709,968
500,430
31,461
$531,891
18,876,550
1,428,374
$20,304,924
21,713,531
18,876,550
1,459,835
$78,847,390
$17,290,207
1,547,780
73,373
6,113,159
$25,024,519
$
11,073
21,550,471
$21,561,544
$
153,784
4,392
59,902,876
$60,061,052
$17,290,207
1,712,637
77,765
87,566,506
$106,647,115
*SGVFS010994*
- 39 2013
Financial assets
Cash and cash equivalents
Loans and receivables
Trade and other receivables
Nontrade receivable from CDC
Refundable deposits
Financial liabilities
Accounts payable and accrued
expenses**
Trade
Accrued expenses
Others
Loans payable
On demand
Less than 3
months
3 to
12 months
More than
12 months
Total
$3,388,259
$19,786,407
$23,174,666
$3,388,259
19,858,783
$39,645,190
1,283,132
169,187
$1,452,319
14,862,542
1,438,370
$16,300,912
21,141,915
14,862,542
1,607,557
$60,786,680
$14,280,195
1,430,773
56,127
6,523,836
$22,290,931
$
321
44
19,278,243
$19,278,608
$
8,191
4,415
89,311,554
$89,324,160
$14,280,195
1,439,285
60,586
115,113,633
$$130,893,699
Capital management
The primary objective of the Companys capital management is to ensure that it maintains healthy
capital ratios in order to support its business and maximize shareholder value.
The Companys capital as of December 31, 2014 and 2013 follows:
Capital stock
Additional paid in capital
Retained earnings
Remeasurement loss on
retirement plan
2014
$48,637,525
7,432,715
42,088,536
2013
$44,999,980
25,634,725
2012
$44,999,980
12,041,310
(42,593)
$98,116,183
$70,634,705
$57,041,290
The Company manages its capital structure and makes adjustments to these ratios in light of
changes in economic conditions and the risk characteristics of its activities. In order to maintain
or adjust the capital structure, the Company may adjust the amount of dividend payment to
shareholders, return capital structure or issue capital securities. No changes were made in the
objectives, policies or processes for managing capital during the years ended December 31, 2014,
2013, and 2012.
The Company is not subject to externally imposed capital requirements.
*SGVFS010994*
- 40 -
2014
$1,524,480
4,701
1,529,181
(23,888)
$1,505,293
2013
$1,424,793
1,424,793
450,834
$1,875,627
2012
$985,743
985,743
(400,414)
$585,329
The components of the Companys net deferred income tax assets and liabilities are as follows:
Deferred tax assets:
Unamortized accretion of
interest on nontrade
receivable from CDC
Accrued interest
Provision for bonuses and
other benefits
MCIT
Remeasurement loss on
retirement plan
Deferred tax liability:
Effect of changes in foreign
exchange rates on
nonmonetary assets
2014
2013
$66,405
36,221
$30,720
45,078
13,932
4,701
10,730
2,242
(136,894)
($13,393)
(126,051)
($39,523)
The reconciliation of the provision for income tax at statutory tax rate to the provision for income
tax in profit or loss in 2014, 2013 and 2012 follows:
Income tax at statutory
income tax rate
Additions to (reductions in)
income taxes resulting from:
Effect of income from CFZ
registered activities
Nontaxable income
Income subjected to final tax
Nondeductible expenses
Functional currency
differences
Provision for income tax
2014
2013
2012
$5,687,731
$4,640,713
$3,920,211
(4,146,789)
(61,093)
(38,524)
53,125
(3,383,782)
(171,180)
(48,886)
362,030
(2,839,991)
(226,543)
(19,723)
93,456
10,843
$1,505,293
476,732
$1,875,627
(342,081)
$585,329
*SGVFS010994*
- 41 -
2014
$17,453,811
2013
$13,593,415
2012
$12,482,040
2,015,990,412
$0.0087
2,002,644,109
$0.0068
1,977,237,688
$0.0063
As of December 31, 2014, 2013 and 2012, there were no outstanding dilutive potential shares.
*SGVFS010994*
USD
PHP
$152,635
=6,727,499
P
118,305
$270,940
5,152,615
=11,880,114
P
d. Withholding taxes
USD
Remittances
Balance as of
December 31,
2014
Total
$1,302,300
163,585
150,726
$1,616,611
$186,737
15,012
3,740
$205,489
$1,489,037
178,597
154,466
$1,822,100
Remittances
Balance as of
December 31,
2014
Total
P
=57,754,223
7,257,076
6,727,631
P
=71,738,930
P
=8,347,697
671,170
167,042
P
= 9,185,909
P
=66,101,920
7,928,246
6,894,673
P
=80,924,839
PHP
*SGVFS010994*
Janet A. Paraiso
Partner
CPA Certificate No. 92305
SEC Accreditation No. 0778-AR-1 (Group A),
February 2, 2012, valid until March 31, 2015
Tax Identification No. 193-975-241
BIR Accreditation No. 08-001998-62-2012,
April 11, 2012, valid until April 10, 2015
PTR No. 4751252, January 5, 2015, Makati City
March 3, 2015
*SGVFS010994*
A member firm of Ernst & Young Global Limited
Schedule 1
Schedule 2
Schedule 3
Schedule 4
Schedule 5
*SGVFS010994*
$25,634,725
17,453,811
(1,000,000)
$42,088,536*
*On March 3, 2015, the BOD approved the declaration of dividends amounting to $11,700,000 ($0.0054 per share) to
stockholders of record as of April 2, 2015, in proportion to, and on the basis of outstanding shares of stock respectively held
by the shareholders, payable on April 22, 2015. In accordance with the covenants on the BDO loan, the Companys
declaration and payment of cash dividends in 2014 and 2013 shall in no case exceed $12,700,000 (see Note 10 to the Audited
Financial Statements).
*SGVFS010994*
Exhibit D
Conglomerate Map
Bokwang Group
27.40%
STS Semiconductor &
Telecommunications Co., Ltd.
88.55%
Phoenix Semiconductor
Telecommunications (Suzhou)
Co., Ltd.
85.00%
Phoenix Semiconductor
Philippines Corp.
*SGVFS010994*
Adopted
Not
Adopted
Not
Applicable
PFRS 2
Share-based Payment
PFRS 4
PFRS 5
3
3
Business Combinations
Amendment to PFRS 3: Accounting for Contingent
Considerations in a Business Combination
Insurance Contracts
3
3
*SGVFS010994*
-2-
Adopted
PFRS 7
3
3
3
3
PFRS 9**
PFRS 10
Operating Segments
3
3
Joint Arrangements
3
3
Amendments to PFRS 11: Joint Arrangements Accounting for Acquisitions of Interests in Joint
Operations
PFRS 12
PFRS 13
PFRS 14
Not
Applicable
PFRS 8
Not
Adopted
*SGVFS010994*
-3-
Adopted
Not
Adopted
Not
Applicable
3
3
PAS 2
Inventories
PAS 7
PAS 8
PAS 10
PAS 11
Construction Contracts
PAS 12
Income Taxes
3
3
3
3
3
PAS 17
Leases
PAS 18
Revenue
PAS 19
(Amended)
Employee Benefits
3
3
PAS 21
3
3
3
Borrowing Costs
PAS 24
(Revised)
PAS 26
PAS 27
*SGVFS010994*
-4-
Adopted
Not
Adopted
Amendments to PAS 27: Separate Financial Statements Equity Method in Separate Financial Statements
PAS 28
(Amended)
PAS 29
PAS 32
3
3
3
3
PAS 33
PAS 34
3
3
Amendment to PAS 34: Interim Financial Reporting disclosure of information elsewhere in the interim
financial report
PAS 36
Not
Applicable
Impairment of Assets
3
3
Amendments to PAS 36: Impairment of Assets Recoverable Amount Disclosures for Non-Financial
Assets
3
PAS 37
PAS 38
Intangible Assets
3
3
*SGVFS010994*
-5-
Not
Applicable
3
Investment Property
3
3
Not
Adopted
PAS 40
Adopted
Agriculture
3
IFRIC 2
IFRIC 4
IFRIC 5
IFRIC 6
IFRIC 7
IFRIC 8
Scope of PFRS 2
IFRIC 9
IFRIC 10
IFRIC 11
IFRIC 12
IFRIC 13
IFRIC 14
3
3
IFRIC 15
IFRIC 16
IFRIC 17
IFRIC 18
IFRIC 19
IFRIC 20
*SGVFS010994*
-6-
Adopted
Not
Adopted
Not
Applicable
IFRIC 21
Levies
SIC-7
SIC-10
SIC-12
SIC-13
SIC-15
SIC-25
SIC-27
SIC-29
SIC-31
SIC-32
*SGVFS010994*
$14,397,431
6,493,151
$20,188
46,858
12,441
150,618
14
141
224
10,711,617
7,768
549
9,170
5,000,000
10,789
2,437
43
16
37
58,199
481
21,213,101
324,461
175,969
18,876,550
1,459,835
6,708
$78,850,382
$128,414
*SGVFS010994*
$4,584
4,774
5,266
4,599
4,389
4,367
4,804
4,367
3,349
4,367
4,367
3,349
4,367
4,368
$61,317
Additions
$
Current
Not current
Balance at end of
period
$2,012
2,012
2,012
2,012
2,012
2,013
2,013
1,342
2,013
2,013
1,342
2,013
$22,809
$503
671
335
503
335
671
335
335
335
335
2,350
$6,708
$2,515
2,683
2,347
2,515
2,347
2,684
2,348
1,342
2,348
2,348
1,342
2,348
2,350
$29,517
*SGVFS010994*
Additions
Current
Not current
Balance at end of
period
Nothing to Report
*SGVFS010994*
ANNEX VII
PHOENIX SEMICONDUCTOR PHILIPPINES CORP.
SUPPLEMENTARY SCHEDULES REQUIRED BY ANNEX 68-E
SCHEDULE D. INTANGIBLE ASSETS - OTHER ASSETS
Beginning
balance
Description (i)
Jeonsoft Payroll System
PC Security System
WinPro ALNG UpgrdSAPk MVL
Office Pro Plus ALNG LicSAPk MVL
SQLSvrStd 2008R2 SNGL MVL
Sage ACCPAC ERP System
Security Manangement System
Tool Life Management System
Cost Management System
Module OnLine System
In-Process Quality Monitoring System
$29,425
26,538
1,007
3,478
38
52,083
34,166
83,809
22,388
93,749
23,787
$370,468
Additions to cost
Other changes
(ii) Charged to costs Charged to other
additions
and expenses
accounts (deductions) (iii)
$
$16,049
$
$
12,248
1,006
3,477
37
23,148
9,318
23,388
5,166
21,634
5,489
$
$120,960
$
$
Ending balance
$13,376
14,290
1
1
1
28,935
24,848
60,421
17,222
72,115
18,298
$249,508
iii. Account being charged in the amortization of the above intangible assets is Account Code 123201-Software.
*SGVFS010994*
Amount
authorized by
indenture
Amount shown
under caption Amount shown
under caption
Current portion
Long-term
of long-term
debt in related Debt in related
balance sheet
balance sheet
$20,750,000
$31,054,308
3,625,000
25,074,673
$24,375,000
$56,128,981
Amounts above represent the carrying amounts at the amortized cost. The total gross amount of the loans
amounted to $80,875,000.
*SGVFS010994*
Balance at beginning of
period Balance at end of period
Nothing to Report
*SGVFS010994*
*SGVFS010994*
Common stock
1,840,264,104
1,000,007
Others (iii)
323,760,000
*SGVFS010994*
2013
1. Current/Liquidity Ratios
a. Current Ratio
b. Quick Ratio
1.54
1.30
1.49
1.03
1.68
2.03
2.68
8.76
6.79
7.45%
8.98%
20.69%
6.48%
7.12%
21.29%
122014
122013
69,307,769.00
44,879,933.00
1.54
56,820,592.00
38,115,211.00
1.49
5. Profitability ratios
a. Net Income Margin
b. Return on Assets
C. Return on Equity
Computations:
1. Current/Liquidity Ratios
a. Current Ratio (Current Assets/Current liabilities)
Current Assets
Current Liabilities
a. Current Ratio
1.16
b. Quick Ratio (Cash and Cash Equivalents + Trade and Other Receivables)/Current
Liabilities)
Cash and Cash Equivalents
36,793,758
23,105,776
Trade and Other Receivables
21,713,531
21,141,915
Total
Current Liabilities
Quick Ratio
2. Debt Equity Ratio (Total liabilities/SHE)
Total liabilites
Stockholder's Equity
Debt Equity Ratio
58,507,289
44,879,933
44,247,691
38,115,211
1.30
1.16
101,408,670
118,552,235
98,116,183
1.03
70,634,705
1.68
199,524,853
98,116,183
189,186,940
70,634,705
2.03
2.68
17,453,811
13,593,415
*SGVFS010994*
Finance Cost
Provision for income tax
Depreciation
Amortization of Intangibles
EBITDA
Interest Expense*
Interest Rate Coverage Ratio
*interest expense includes guarantee fee
5. Profitability ratios
a. Net Income Margin (Net Income/Revenue)
Net Income
Revenue
Net Income Margin
b. Return on Assets (Net Income/Total Assets)
Net Income
Total Assets, beg
Total Assets, end
Average Total Assets
Return on Assets
c. Return on Equity (Net Income/Ave Shareholder's Equity)
Net Income
Shareholders Equity, CY
Shareholders Equity, PY
Avarage Shareholder's Equity
Return on Equity
5,145,737
1,505,293
18,701,023
120,960
42,926,824
4,900,981
7,940,614
1,875,627
18,375,283
121,492
41,906,431
6,168,586
8.76
6.79
17,453,811
234,361,810
7.45%
13,593,415
209,675,061
6.48%
17,453,811
189,186,940
199,524,853
194,355,897
13,593,415
192,410,125
189,186,940
190,798,533
8.98%
7.12%
17,453,811
98,116,183
70,634,705
13,593,415
70,634,705
57,041,290
84,375,444
20.69%
63,837,998
21.29%
*SGVFS010994*