Powerchip Semiconductor Corporation and Subsidiaries Consolidated Financial Statements for the Six Months Ended June 30, 2005 and Independent Accountants Review Report
INDEPENDENT ACCOUNTANTS REVIEW REPORT The Board of Directors and Shareholders Powerchip Semiconductor Corporation We have reviewed the accompanying consolidated balance sheet of Powerchip Semiconductor Corporation and subsidiaries as of June 30, 2005, and the related consolidated statements of income, changes in shareholders equity and cash flows for the six months then ended. These consolidated financial statements are the responsibility of the Corporation s management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews. Except as discussed in the following paragraph, we conducted our reviews in accordance with the Statement of Auditing Standards No. 36 Review of Financial Statements issued by the Auditing Committee of the Accounting Research and Development Foundation of the Republic of China. A review consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion. As stated in Note 2 to the consolidated financial statements, we did not review the financial statements of some insignificant subsidiaries as of and for the six months ended June 30, 2005, which statements reflect total assets and liabilities of 2.03% ($2,993,056 thousand) and 0.08% ($55,950 thousand), respectively, of consolidated assets and liabilities as of June 30, 2005, and the net sales and net income of 0.11% ($25,623 thousand) and 0.30% ($8,995 thousand), respectively, of consolidated net sales and net income for the six months then ended. Also, as stated in Note 6 to the consolidated financial statements, the carrying values of the investments accounted for by the equity method of accounting as of June 30, 2005 amounting to $2,593,930 thousand and the related investment net loss for the six months ended June 30, 2005 amounting to $21,679 thousand as well as related investment information as disclosed in Note 23 to the consolidated financial statements, were based on unreviewed financial statements of the investees for the same period. - 1 -
Based on our reviews, except for the effects of such adjustment, if any, as might have been made had the financial statements of subsidiaries and investees referred to in preceding paragraph been reviewed, we are not aware of any material modifications that should be made to the consolidated financial statements referred to in the first paragraph for them to be in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and accounting principles generally accepted in the Republic of China. As disclosed in Note 2 to the consolidated financial statements, in accordance with the rule regulated by the Financial Supervisory Commission, Executive Yuan, beginning in 2005, public companies are required to file their semi-annual consolidated financial statements. The rule also states that single period presentation of consolidated financial statements is permitted at the initial adoption of the rule. July 12, 2005 Notice to Readers The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China. For the convenience of readers, the accountants review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language accountants review report and consolidated financial statements shall prevail. - 2 -
POWERCHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET JUNE 30, 2005 (In Thousands of New Taiwan Dollars, Except Par Value) (Reviewed, Not Audited) ASSETS Amount % LIABILITIES AND SHAREHOLDERS EQUITY Amount % CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents (Notes 2 and 3) $ 40,919,327 28 Notes and accounts payable (Note 18) Short-term investments, net (Notes 2 and 4) 2,852,397 2 Related parties $ 442,724 - Notes and accounts receivable (Notes 2, 18 and 19) Third parties 5,061,363 4 Related parties, net of allowance for doubtful accounts of $21,361 thousand Accrued expenses (Notes 2, 18 and 21) 2,116,747 1 and for sales discount of $14,000 thousand 1,899,976 1 Payable on equipment 17,261,020 12 Third parties, net of allowance for doubtful accounts of $25,064 thousand Convertible bonds payable (Notes 2 and 9) 5,382,553 3 and for sales discount of $26,000 thousand 1,989,422 2 Current portion of long-term bank loans (Notes 10 and 19) 5,456,667 4 Other receivables (Notes 2 and 21) 246,988 - Current portion of long-term obligation under capital lease (Notes 2 and 7) 82,555 - Inventories, net (Notes 2 and 5) 5,729,306 4 Other current liabilities 164,600 - Prepaid expenses 143,868 - Deferred income tax assets - current (Notes 2 and 15) 1,451,356 1 Total current liabilities 35,968,229 24 Pledged time deposits (Note 19) 1,494,101 1 Other current assets (Note 2) 23,741 - LONG-TERM LIABILITIES Convertible bonds payable (Notes 2 and 9) 15,058,880 10 Total current assets 56,750,482 39 Long-term bank loans, net of current portion (Notes 10 and 19) 15,712,922 11 LONG-TERM INVESTMENTS (Notes 2, 6 and 18) Total long-term liabilities 30,771,802 21 Equity method 2,590,930 2 Cost method 1,246,513 1 OTHER LIABILITIES Prepayments 17,972 - Accrued pension cost (Notes 2 and 11) 70,248 - Bond 516,000 - Guarantee deposits 5,863 - Total long-term investments 4,371,415 3 Total other liabilities 76,111 - PROPERTIES (Notes 2, 7, 18 and 19) Total liabilities 66,816,142 45 Cost Buildings 7,753,280 5 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 12 and 13) Machinery and equipment 102,402,452 69 Capital stock, $10 par value Research and development equipment 380,544 - Authorized -7,500,000 thousand shares Facility equipment 12,047,731 8 Issued 5,511,756 thousand shares 55,117,564 37 Transportation equipment 20,683 - Capital surplus (Notes 2 and 12) Office equipment 378,116 - Paid-in capital in excess of par value 12,694,087 9 Equipment under capital lease 764,430 1 Arising from long-term investments 20,761 - Miscellaneous equipment 808,105 1 Arising form treasury stock 3,290-124,555,341 84 Arising from conversion of bonds 3,572,524 2 Accumulated depreciation (50,465,607 ) (34) Appropriation for legal reserve 2,132,816 2 74,089,734 50 Appropriation for special reserve 252 - Advance payments 7,529,378 5 Unappropriated earnings 7,084,069 5 Cumulative translation adjustments (Note 2) (8,980 ) - Net properties 81,619,112 55 Treasury stock (Notes 2 and 14) (302,725 ) - OTHER ASSETS Total equity attributable to shareholders of the parent 80,313,658 55 Assets leased to others, net (Note 2) 169,722 - Refundable deposits 33,596 - MINORITY INTEREST IN SUBSIDIARIES (Note 2) 321,079 - Deferred charges, net (Notes 2, 8, 18 and 20) 3,796,813 3 Deferred income tax assets - noncurrent (Notes 2 and 15) 261,177 - Total shareholders equity 80,634,737 55 Spare parts, net 402,032 - Others 46,530 - Total other assets 4,709,870 3 TOTAL $ 147,450,879 100 TOTAL $ 147,450,879 100 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated July 12, 2005) - 3 -
POWERCHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2005 (In Thousands of New Taiwan Dollars, Except Consolidated Earnings Per Share) (Reviewed, Not Audited) Amount % GROSS SALES $ 25,475,491 SALES RETURNS AND ALLOWANCES 1,342,926 NET SALES (Notes 2 and 18) 24,132,565 100 COST OF SALES (Notes 16 and 18) 20,127,822 83 GROSS PROFIT BEFORE UNREALIZED INTERCOMPANY GROSS PROFIT 4,004,743 17 UNREALIZED INTERCOMPANY PROFIT (Note 2) (2,886 ) - GROSS PROFIT 4,001,857 17 OPERATING EXPENSES (Notes 16 and 18) Selling 129,144 1 General and administrative 900,901 4 Research and development 819,746 3 Total operating expenses 1,849,791 8 OPERATING INCOME 2,152,066 9 NONOPERATING INCOME AND GAIN Gain on sales of investments, net (Note 2) 499,256 2 Interest (Note 2) 216,882 1 Reversal of allowance for decline in value of short-term investments (Note 2) 210,461 1 Foreign exchange gain, net (Notes 2 and 21) 60,650 - Gain on disposal of properties (Note 2) 13,609 - Other (Note 18) 79,637 - Total nonoperating income and gain 1,080,495 4 (Continued) - 4 -
Amount % NONOPERATING EXPENSES AND LOSSES Interest (Notes 2, 7 and 21) $ 258,117 1 Provision for loss on inventories and spare parts (Note 2) 82,675 1 Impairment loss on long-term investments (Note 2) 38,988 - Loss on disposal of properties (Note 2) 29,555 - Investment loss recognized by equity method, net (Notes 2 and 6) 21,679 - Other 38,558 - Total nonoperating expenses and losses 469,572 2 INCOME BEFORE INCOME TAX 2,762,989 11 INCOME TAX BENEFIT (Notes 2 and 15) 253,556 1 NET INCOME $ 3,016,545 12 ATTRIBUTABLE TO Shareholders of the parent $ 3,021,346 12 Minority interest (4,801 ) - $ 3,016,545 12 Net Income Attributable to Shareholders of the Parent Before After Income Income Tax Tax CONSOLIDATED EARNINGS PER SHARE (Note 17) Basic earnings per share $ 0.54 $ 0.59 Diluted earnings per share $ 0.48 $ 0.52 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated July 12, 2005) (Concluded) - 5 -
POWERCHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2005 (In Thousands of New Taiwan Dollars, Except Per Share Data) (Reviewed, Not Audited) Equity attributable to shareholders of the Parent Capital Surplus (Notes 2 and 12) Paid-in Cumulative Treasury Minority Total Capital Stock Issued Capital From From From Retained Earnings Translation Stock Interest in Shareholders Shares In Excess of Long-Term Treasury Conversion Legal Special Unappropriated Adjustments (Notes 2 Subsidiaries Equity (thousands) Amount Par Value Investments Stock of Bonds Total Reserve Reserve Earnings Total (Note 2) and 14 ) Total (Note 2) (Note 13) BALANCE, JANUARY 1, 2005 4,190,617 $ 41,906,174 $ 9,791,333 $ 8,187 $ 39,866 $ 3,357,777 $ 13,197,163 $ 1,308 $ - $ 21,326,859 $ 21,328,167 $ (252 ) $ (988,576 ) $ 75,442,676 $ 327,305 $ 75,769,981 Appropriations of prior year s earnings Legal reserve - - - - - - - 2,131,508 - (2,131,508 ) - - - - - - Special reserve - - - - - - - - 252 (252 ) - - - - - - Bonus to employees cash - - - - - - - - - (639,837 ) (639,837 ) - - (639,837 ) - (639,837) Bonus to employees stock 127,967 1,279,673 - - - - - - - (1,279,673 ) (1,279,673 ) - - - - - Cash dividends 10% - - - - - - - - - (4,167,245 ) (4,167,245 ) - - (4,167,245 ) - (4,167,245) Stock dividends 20% 833,449 8,334,490 - - - - - - - (8,334,490 ) (8,334,490 ) - - - - - Remuneration to directors and supervisors - - - - - - - - - (575,853 ) (575,853 ) - - (575,853 ) - (575,853) Issuance of capital stock, June 24, 2005 - $20 per share 300,000 3,000,000 2,989,200 - - - 2,989,200 - - - - - - 5,989,200-5,989,200 Conversion of bonds into capital stock 28,792 287,917 - - - 235,668 235,668 - - - - - 523,585-523,585 Issuance of shares upon exercise of employee stock options 56,679 566,790 (26,318) - - - (26,318 ) - - - - - - 540,472-540,472 Sales of treasury stock 7,321 thousand shares at $24.9 per share - - - - 29,909-29,909 - - - - - 151,837 181,746-181,746 Retirement of treasury stock 25,748 thousand shares (25,748 ) (257,480 ) (60,128 ) - (69,775 ) (20,921 ) (150,824 ) - - (125,710 ) (125,710 ) - 534,014 - - - Adjustment for changes in shareholders equities of equity-accounted investees - - - 12,574 - - 12,574 - - (9,568 ) (9,568 ) (8,728 ) - (5,722 ) - (5,722 ) Cash dividend received by subsidiary from parent company - - - - 3,290-3,290 - - - - - - 3,290-3,290 Translation adjustments - - - - - - - - - - - - - - (1,534 ) (1,534 ) Increase in minority interest - - - - - - - - - - - - - - 109 109 Net income for the six months ended June 30, 2005 - - - - - - - - - 3,021,346 3,021,346 - - 3,021,346 (4,801 ) 3,016,545 BALANCE, JUNE 30, 2005 5,511,756 $ 55,117,564 $ 12,694,087 $ 20,761 $ 3,290 $ 3,572,524 $ 16,290,662 $ 2,132,816 $ 252 $ 7,084,069 $ 9,217,137 $ (8,980 ) $ (302,725 ) $ 80,313,658 $ 321,079 $ 80,634,737 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated July 12, 2005) - 6 -
POWERCHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2005 (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited) Amount CASH FLOWS FROM OPERATING ACTIVITIES Net income attributable to shareholders of the parent $ 3,021,346 Net loss attributable to minority interest (4,801 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 7,119,879 Amortization 722,517 Unrealized intercompany profit 2,886 Reversal of allowance for decline in value of short-term investments (210,461 ) Reversal of allowance for bad debts (1,410 ) Provision for sales discount 10,000 Provision for loss on inventories and spare parts 82,675 Investment loss recognized by equity method, net 21,679 Impairment loss on long-term investments 38,988 Cash dividends from equity-accounted investees 50,204 Amortization of discount on long-term bond investments (212 ) Gain on disposal of long-term investment, net (347,528 ) Loss on disposal of properties, net 15,946 Deferred income tax assets (259,445 ) Amortization of discount on commercial paper issued 1,720 Foreign exchange gain from convertible bonds payable (96,151 ) Foreign exchange loss from long-term bank loans 47,520 Changes in operating assets and liabilities: Notes and accounts receivable 16,604 Other receivables 47,197 Inventories (677,742 ) Prepaid expenses 44,650 Forward contract receivable 151,231 Other current assets (8,352 ) Notes an Accounts payable 499,323 Accrued expenses (510,485 ) Other current liabilities 125,088 Accrued pension cost 17,008 Net cash provided by operating activities 9,919,874 CASH FLOWS FROM INVESTING ACTIVITIES Increase in short-term investments (1,043,958 ) Decrease in pledged time deposits 629,116 Acquisition of Long-term investments (813,842 ) Properties (22,521,103 ) Deferred charges (741,309 ) (Continued) - 7 -
Proceeds from disposal of Long-term investments 587,832 Properties 198,809 Increase in refundable deposits (5,413 ) Increase in spare parts (1,813 ) Increase in other assets (22,976 ) Net cash used in investing activities (23,734,657 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issuance of convertible bonds 15,098,080 Long-term bank loans 5,000,000 Issuance of capital stocks 5,989,200 Exercise of employee stock option 540,472 Sales of treasury stock 181,746 Decrease in obligation under capital lease (82,555 ) Repayments of long-term bank loans (2,214,405 ) Increase in guarantee deposits 291 Cash bonus to employees (639,837 ) Cash dividend paid for common stock (4,163,955 ) Remuneration paid to directors and supervisors (575,853 ) Net cash provided by financing activities 19,133,184 NET INCREASE IN CASH AND CASH EQUIVALENTS 5,318,401 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 35,601,569 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (643 ) CASH AND CASH EQUIVALENTS, END OF PERIOD $ 40,919,327 SUPPLEMENTAL INFORMATION Income tax paid $ 25,400 Interest paid (excluding amounts capitalized of $108,603 thousand) $ 252,943 Cash paid for acquisition of properties Total acquisition $ 25,065,857 Payable, beginning of period 14,716,266 Payable, end of period (17,261,020 ) $ 22,521,103 NONCASH INVESTING AND FINANCING ACTIVITIES Current portion of long-term liabilities $ 5,539,222 Transfer of long-term investments to short-term investments $ 129,303 Reclassification of properties to deferred charges $ 935 Conversion of bonds $ 523,585 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated July 12, 2005) (Concluded) - 8 -
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