HannStar Display Corporation and Subsidiaries Consolidated Financial Statements for the years ended December 31, 2014 and 2013 Independent Auditors Audit Report
REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE We have audited the accompanying consolidated balance sheets of HannStar Display Corporation and subsidiaries as of December 31, 2014, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the year then ended, expressed in thousands of New Taiwan dollars. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated financial statements of HannStar Display Corporation and subsidiaries as of and for the year ended December 31, 2013 were audited by other auditors, whose report dated March 20, 2014, expressed an unqualified opinion on those statements. Further, we did not audit the financial statements of certain investments accounted for under equity method, which statements reflect total comprehensive income (loss) (including share of profit of associates and joint ventures accounted for under equity method and share of other comprehensive income of associates and joint ventures accounted for under equity method) of ($177), constituting 0.01% of the consolidated comprehensive income for the year then ended and total assets (including investments accounted for under equity method) of $189,823, constituting 0.4% of the consolidated total assets as of December 31, 2014. Those financial statements and the information disclosed in Note 13 were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent accountants. We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other independent accountants provide a reasonable basis for our opinion. - 2 -
In our opinion, based on our audits and the reports of other independent accountants, the 2014 consolidated financial statements referred to above present fairly, in all material respects, the financial position of HannStar Display Corporation and subsidiaries as of December 31, 2014, and their financial performance and cash flows for the year then ended, in conformity with the Rules Governing the Preparation of Financial Statements by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission (FSC). We have also audited the parent company only financial statements of HannStar Display Corporation as of and for the year ended December 31, 2014, on which we have expressed a modified unqualified opinion on such financial statements. PricewaterhouseCoopers, Taiwan March 17, 2015 ------------------------------------------------------------------------------------------------------------------------------------ The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation. - 3 -
CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars) December 31, 2014 December 31, 2013 Amount % Amount % ASSETS CURRENT ASSETS Cash and cash equivalents $ 5,884,260 13 $ 6,637,979 15 Financial assets at fair value through profit or loss-current 561,703 1 765,319 2 Note receivable, net 3,056 - Accounts receivable, net 2,251,381 5 2,439,223 5 Accounts receivable from related parties, net 1,218,525 3 1,645,051 4 Other receivable 409,862 1 454,286 1 Other receivable from related parties 81,957-9,388 - Inventories 1,965,513 4 1,731,461 4 Non-current assets held for sale, net 496,037 1 - - Other financial assets-current 2,531,167 6 2,971,020 6 Other current assets-other 418,231 1 757,577 2 Total current assets 15,821,692 35 17,411,304 39 NONCURRENT ASSETS Available-for-sale financial assets-non-current 917,639 2 1,242,016 3 Financial assets carried at cost-non-current 298,861 1 300,712 1 Debt Investments Without Active Market-non-current 331,154 1 - - Investments accounted for using equity method 4,192,553 9 2,452,115 6 Property, plant and equipment, net 22,045,178 48 20,920,862 46 Investment properties 1,189,396 3 - - Intangible assets 465,480 1 649,043 1 Deferred income tax assets 11,000-11,000 - Prepayments for equipment 91,574-1,896,489 4 Prepaid pension cost- non-current 97,727-93,678 - Other noncurrent assets-other 116,272-119,891 - Total noncurrent assets 29,756,834 65 27,685,806 61 TOTAL $ 45,578,526 100 $ 45,097,110 100 LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term loans $ 664,650 2 $ 894,150 2 Financial liabilities at fair value through profit or loss- current 11,977-13,830 - Notes payable 63,747-39,787 - Accounts payable 2,685,441 6 3,315,166 7 Accounts payable to related parties 258,024 1 97,307 - Payable for equipment purchased 713,334 2 651,009 2 Other payable-other 2,467,636 5 1,908,143 4 Other payable to related parties 70,949-110,134 - Current income tax liabilities 30,949 - - - Provisions for the expected cost of warranty obligations- current 190,998-194,314 1 Current portion of long-term loans 558,600 1 558,600 1 Other current liabilities-other 291,787 1 107,287 - Total current liabilities 8,008,092 18 7,889,727 17 NONCURRENT LIABILITIES Hedging derivative liabilities 120,233-31,813 - Long-term loans 1,680,000 4 2,238,600 5 Deferred income tax liabilities 16,422-16,016 - Long-term payable 143,671-271,528 1 Total noncurrent liabilities 1,960,326 4 2,557,957 6 Total liabilities 9,968,418 22 10,447,684 23 EQUITY Common stock 33,011,909 72 29,321,218 65 Capital surplus 617,136 1 634,686 1 Retained earnings Legal reserve 567,502 1 - - Special reserve 981,497 2 - - Unappropriated earnings 696,175 2 5,675,018 13 Other equity ( 264,111 ) - ( 981,496) ( 2) Total equity 35,610,108 78 34,649,426 77 TOTAL $ 45,578,526 100 $ 45,097,110 100 (With PricewaterhouseCoopers Taiwan audit report dated March 17, 2015) - 4 -
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) 2014 2013 Amount % Amount % OPERATING REVENUES $ 23,674,608 100 $ 31,422,076 100 OPERATING COSTS ( 19,290,951) 82 ( 22,018,517) 70 GROSS PROFIT BEFORE ADJUSTMENTS 4,389,657 18 9,403,559 30 REALIZED (UNREALIZED) PROFIT - INTERCOMPANY 5,976 - ( 13,328) - GROSS PROFIT 4,389,633 18 9,390,231 30 OPERATING EXPENSES Marketing ( 770,905) ( 3) ( 761,081) ( 2) General and administrative ( 991,002) ( 4) ( 1,272,669) ( 4) Research and development ( 1,057,496) ( 5) ( 1,138,004) ( 4) Total operating expenses ( 2,819,403) ( 12) ( 3,171,754) ( 10) PROFIT FROM OPERATIONS 1,570,230 6 6,218,477 20 NON-OPERATING INCOME AND EXPENSES Other income 205,059 1 361,883 1 Other gains and losses ( 1,187,566) ( 5) ( 335,142) ( 1) Finance costs ( 76,078) - ( 166,075) - Share of the profit (loss) of associates accounted for using equity method 60,357-98,284 - Total non-operating income and expenses ( 998,228) ( 4) ( 41,050) - INCOME BEFORE INCOME TAX 572,002 2 6,177,427 20 INCOME TAX EXPENSE ( 31,078) - ( 613) - NET INCOME $ 540,924 2 $ 6,176,814 20 OTHER COMPREHENSIVE INCOME (LOSS) Exchange differences on translating foreign operations $ 171,145 1 $ 170,533 - Unrealized gain (loss) on available-for-sale financial assets 819,210 3 89,639 - Hedge of net investments in foreign operations ( 233,921) ( 1) ( 100,689) - Actuarial gains and losses of defined benefit plans 2,393-7,399 - Share of other comprehensive income of associates accounted for using ( 39,049) - 20,738 - equity method Other comprehensive income tax ( 406) - ( 1,258) - Total other comprehensive income after tax $ 719,372 3 $ 186,362 - TOTAL COMPREHENSIVE INCOME $ 1,260,296 5 $ 6,363,176 20 NET INCOME ATTRIBUTABLE TO: Owner of the Company $ 540,924 2 $ 6,176,814 20 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owner of the Company $ 1,260,296 5 $ 6,363,176 20 EARNINGS PER SHARE Basic Diluted $ 0.16 $ 1.87 $ 0.16 $ 1.87 (With PricewaterhouseCoopers Taiwan audit report dated March 17, 2015) - 5 -
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars) Other Equity Exchange Retained Earnings Differences on Unrealized Gain Hedge of Net Unappropriated Translating (Loss) on Investments in Earnings (or Foreign Available-for-sale Foreign Common Stock Capital Surplus Legal Reserve Special Reserve Deficit) Operations Financial Assets Operations Total Equity BALANCE AT JANUARY 1, 2013 $ 29,292,408 $ 636,172 $ - $ - ($ 508,970) ($ 208,481) ($ 1,093,502) $ 141,299 $ 28,258,926 Other changes in capital surplus: Share-based payment transaction 28,810 6,338 35,148 Change in capital surplus from investments in associates accounted for using equity method - ( 7,824) - - - - - - ( 7,824) Net income for 2013 - - - - 6,176,814 - - - 6,176,814 Other comprehensive income (loss) for 2013 - - - - 7,174 167,465 112,412 (100,689) 186,362 BALANCE AT SEPTEMBER 30, 2013 $ 29,312,218 $ 634,686 $ - $ - $ 5,675,018 ($ 41,016) ($ 981,090) $ 40,610 $ 34,649,426 BALANCE AT JANUARY 1, 2014 $ 29,321,218 $ 634,686 $ - $ - $ 5,675,018 ($ 41,016) ($ 981,090) $ 40,610 $ 34,649,426 Appropriation of 2013 earnings Legal reserve - - 567,502 - ( 567,502) - - - - Special reserve - - - 981,496 ( 981,496) - - - - Share dividends distributed by the Company 3,371,940 - - - ( 3,371,940) - - - - Cash dividends distributed by the Company - - - - ( 439,818) - - - ( 439,818) Employee bonus shares 318,751 ( 2,859) - - - - - - 315,892 Net income for 2014 - - - - 540,924 - - - 540,924 Other changes in capital surplus: Change in capital surplus from investments in associates accounted for using equity method - ( 14,691) - - ( 160,997) - - - ( 175,688) Other comprehensive income (loss) 2014 - - - - 1,987 170,986 780,320 ( 233,921) 719,372 BALANCE AT SEPTEMBER 30, 2014 $ 33,011,909 $ 617,136 $ 567,502 $ 981,497 $ 696,175 $ 129,970 ($ 200,770) ($ 193,311) $ 35,610,108 (With PricewaterhouseCoopers Taiwan audit report dated March 17, 2015) - 6 -
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) For the Year Ended December 31 2014 2013 CASH FLOWS FROM OPERATING ACTIVITIES Net income before income tax $ 572,002 $ 6,177,427 Adjustments to reconcile net income before income tax to net cash provided by (used in) operating activities: (Reversal) provision for doubtful accounts ( 2,006) 708 Gain from price recovery of inventory ( 108,912) ( 204,329) Depreciation 2,898,138 2,324,821 Amortization 207,079 326,794 Interest costs 76,078 166,075 Interest income ( 88,996) ( 152,698) Dividend income ( 31,168) ( 7,072) Net loss on disposal of property, plant and equipment 27,428 21,645 Loss on sale of investments 93,529 239 Impairment loss on financial assets 901,851 92,086 Impairment loss on nonfinancial assets 492,435 720,113 Impairment loss under equity method 199,296 - Share of the loss of associates accounted for using equity method ( 60,357) ( 98,284) Unrealized profit (loss) - intercompany ( 5,976) 13,328 Net changes in operating assets and liabilities Financial assets at fair value through profit or loss-current 203,616 ( 437,104) Notes receivable, net ( 3,056) - Accounts receivable, net 189,848 575,750 Accounts receivable from related parties 426,526 ( 922,719) Other receivable 23,274 85,249 Other receivable from related parties ( 72,569) 47,112 Inventories ( 125,140) 820,216 Other current assets 339,346 ( 1,255,362) Other Financial Assets - Current 439,853 ( 679,522) Prepaid pension cost ( 1,657) ( 1,796) Financial liability at fair value through profit or loss-current ( 1,853) ( 14,982) Notes payable 23,960 39,787 Accounts payable ( 629,725) ( 1,610,865) Accounts payable to related parties 160,717 ( 318,694) Other payable 895,527 ( 10,433) Other payable to related parties ( 39,185) 97,521 Other current liabilities 184,500 37,522 Provisions-current ( 3,316) ( 1,312) Net cash provided by operating activities 7,181,087 5,831,221 (Continued) - 7 -
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) For the Year Ended December 31 2014 2013 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets carried at cost $ - ($ 279,500) Acquisition of available-for-sale financial assets ( 297,999) - Proceeds from sale of financial assets carried at cost - 211 Proceeds from sale of available-for-sale financial assets 433,917 Settlement of hedging derivatives ( 145,502) ( 74,617) Acquisition of investments accounted for using equity method ( 2,048,055) - Acquisition of property, plant and equipment ( 4,216,865) ( 6,305,026) Proceeds from disposal of property, plant and equipment 3,790 45,340 Acquisition of intangible assets ( 171,437) ( 209,424) Acquisition of debt investments without active market ( 331,154) - Increase in other noncurrent assets 3,619 7,902 Interest received 110,146 136,477 Dividend received 31,168 7,072 Net cash used in investing activities ( 6,628,372) ( 6,671,565) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of short-term loans ( 226,887) ( 1,093,892) Repayment of long-term debt ( 560,000) ( 4,216,000) Exercise of employee stock options - 35,148 Interest paid ( 77,291) ( 166,828) Cash dividends paid to owners of the Company ( 439,818) - Net cash used in financing activities ( 1,303,996) ( 5,441,572) EFFECTS OF CHANGES IN EXCHANGE RATES ( 2,438) 48,883 NET DECREASE IN CASH AND CASH EQUIVALENTS ( 753,719) ( 6,233,033) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,637,979 12,871,012 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,884,260 $ 6,637,979 (With PricewaterhouseCoopers Taiwan audit report dated March 17, 2015) - 8 -