DELTA ELECTRONICS, INC. AND
SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
DECEMBER 31, 2023 AND 2022
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For the convenience of readers and for information purpose only, the auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail.
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of Delta Electronics, Inc.
Opinion
We have audited the accompanying consolidated balance sheets of Delta Electronics, Inc. and subsidiaries (the "Group") as at December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the audit reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group's 2023 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group's 2023 consolidated financial statements are stated as follows:
Assessment of the reasonableness of the purchase price allocation for business combination
Description
Refer to Note 4(37) in the consolidated financial statements for the accounting policy on business combination. Refer to Notes 6(9) and (30) in the consolidated financial statements for the accounting treatment of business combination and the allocation of purchase price.
In July 2022, the subsidiary of the Company, Delta International Holding Limited B.V., acquired 100% of the share capital of UI Acquisition Holding Co. for NT$2,797,346 thousand. The allocation of the acquisition price was completed in the first quarter of 2023. The acquisition price and the amount of intangible assets arising from the business acquisition are significant and the net fair value of identifiable assets and liabilities and the allocation of intangible assets are based on management's estimation and subjective judgement. Thus, we considered the purchase price allocation for the above business combination a key audit matter.
How our audit addressed the matter
We performed the following procedures for the above key audit matter:
A. Assessed the appropriateness and objectivity of the appraisers appointed by the management.
B. Reviewed identification of intangible assets, fair value measurement of identifiable intangible assets, discount rates and the reasonableness of goodwill calculation in the purchase price allocation report prepared by external experts.
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Intangible Assets - Impairment assessment of goodwill
Description
Refer to Note 4(21) for the accounting policies on impairment of non-financial assets. Refer to Notes 5(2) and 6(9) for the impairment assessment of goodwill including critical accounting estimates. As of December 31, 2023, goodwill arising from both the acquisitions of the Company in Cyntec Co., Ltd. and Atrust Computer Corporation, and the acquisitions through the Company's subsidiaries, Delta International Holding Limited B.V.(DIH) and Delta Electronics (Netherlands) B.V.(DEN), in DELTA ELECTRONICS (NORWAY) AS, Delta Controls Inc., Delta Greentech (China) Co., Ltd., March Network Holdings Ltd., Amerlux LLC, and Trihedral Engineering Limited amounted to NT$18,324,143 thousand, constituting 4.00% of the consolidated total assets. As the balance of goodwill acquired from the merger is material, the assumptions used in assessing goodwill impairment involves material accounting estimates which are complex and have high uncertainty. Thus, we considered the impairment assessment of goodwill a key audit matter.
How our audit addressed the matter
We performed the following procedures for the above key audit matter:
A. Understood the process of goodwill impairment assessment, obtained the assessment form provided by management and assessed whether the valuation models adopted by management are reasonable for the industry, environment and the valued assets of the Company.
B. Assessed the reasonableness of material assumptions, such as expected future cash flows, expected growth rates, operating margin and discount rates, by:
- Checking the setting of parameters of valuation models and calculation formulas;
- Confirming whether the expected future cash flows are in agreement with the budget provided by the business units;
- Comparing the expected growth rate and operating margin with historical data, economic and industrial forecast documents; and
- Comparing the discount rate with cost of capital assumptions of cash generating units and rates of return of similar assets.
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C. Performed a sensitivity analysis on the value of significant assumptions to assess the risk of impairment of goodwill if there is a change in significant assumptions.
Other matter - Reference to the audits of other auditors
We did not audit the consolidated financial statements of certain subsidiaries which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these subsidiaries, is based solely on the reports of the other auditors. Total assets of these subsidiaries amounted to NT$80,670,851 thousand and NT$81,281,054 thousand, constituting 17.62% and 19.09% of the consolidated total assets as at December 31, 2023 and 2022, respectively, and the operating revenue amounted to NT$86,453,765 thousand and NT$76,452,947 thousand, constituting 21.55% and 19.89% of the consolidated total operating revenue for the years then ended, respectively.
Other matter - Parent company only financial reports
We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of Delta Electronics, Inc. as at and for the years ended December 31, 2023 and 2022.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group
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or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Group's financial reporting process.
Auditors' responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern.
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If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern;
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The consolidated financial statements of Delta Electronics, Inc. and subsidiaries as at and for the year ended December 31, 2023 expressed in US dollars are presented solely for the convenience of the reader and were translated from the financial statements expressed in New Taiwan dollars using the
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exchange rate of $30.705 to US$1.00 at December 31, 2023. This basis of translation is not in accordance with International Financial Reporting Standards, International Accounting Standards, and relevant interpretations and interpretative bulletins that are ratified by the FSC.
Hsiao, Chun-Yuan Chou, Chien-Hung
for and on behalf of PricewaterhouseCoopers, Taiwan February 29, 2024
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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 independent auditors' report 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.
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DELTA ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2023 AND 2022
(EXPRESSED IN THOUSANDS OF DOLLARS)
US Dollars | New Taiwan Dollars | |||||||
Assets | Notes | December 31, 2023 | December 31, 2023 | December 31, 2022 |
Current assets
Cash and cash equivalents | 6(1) | $ |
Financial assets at fair value through | 6(2) | |
profit or loss - current | ||
Financial assets at amortised cost - | 8 | |
current | ||
Contract assets - current | 6(20) | |
Notes receivable, net | 6(5) | |
Accounts receivable, net | 6(5) | |
Accounts receivable - related parties, | 7 | |
net | ||
Other receivables | 7 | |
Current income tax assets | ||
Inventories | 6(6) | |
Prepayments | ||
Other current assets | ||
Total current assets | ||
Non-current assets | ||
Financial assets at fair value through | 6(2) | |
profit or loss - non-current | ||
Financial assets at fair value through | 6(3) | |
other comprehensive income - | ||
non-current | ||
Contract assets - non-current | 6(20) | |
Investments accounted for under the | ||
equity method | ||
Property, plant and equipment | 6(7) and 8 | |
Right-of-use assets | 6(8) | |
Investment property, net | ||
Intangible assets | 6(9) | |
Deferred income tax assets | 6(27) | |
Other non-current assets | 6(5)(10) | |
and 8 | ||
Total non-current assets | ||
Total assets | $ |
2,848,263 | $ | 87,455,916 | $ | 61,546,836 | |
159,716 | 4,904,074 | 1,759,612 | |||
8,454 | 259,567 | 265,382 | |||
180,070 | 5,529,060 | 4,135,672 | |||
73,146 | 2,245,939 | 3,123,642 | |||
2,511,901 | 77,127,923 | 84,074,069 | |||
189 | 5,801 | 29,551 | |||
75,760 | 2,326,227 | 2,449,171 | |||
26,229 | 805,368 | 379,086 | |||
2,482,546 | 76,226,562 | 79,844,364 | |||
97,598 | 2,996,762 | 2,690,148 | |||
2,442 | 74,985 | 152,933 | |||
8,466,314 | 259,958,184 | 240,450,466 | |||
44,533 | 1,367,375 | 2,771,627 | |||
64,974 | 1,995,030 | 1,740,553 | |||
23,069 | 708,329 | 503,403 | |||
3,238 | 99,423 | 92,430 | |||
3,191,712 | 98,001,515 | 86,266,587 | |||
157,463 | 4,834,885 | 5,086,323 | |||
458 | 14,070 | 18,128 | |||
2,558,033 | 78,544,404 | 77,169,854 | |||
287,688 | 8,833,470 | 8,175,453 | |||
110,402 | 3,389,893 | 3,598,982 | |||
6,441,570 | 197,788,394 | 185,423,340 | |||
14,907,884 | $ | 457,746,578 | $ | 425,873,806 |
(Continued)
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DELTA ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2023 AND 2022
(EXPRESSED IN THOUSANDS OF DOLLARS)
US Dollars | New Taiwan Dollars | ||||||||||||
Liabilities and Equity | Notes | December 31, 2023 | December 31, 2023 | December 31, 2022 | |||||||||
Current liabilities | |||||||||||||
Short-term borrowings | 6(11) | $ | 108,611 | $ | 3,334,888 | $ | 2,076,762 | ||||||
Financial liabilities at fair value | 6(2) | ||||||||||||
through profit or loss - current | 1,772 | 54,410 | 74,232 | ||||||||||
Contract liabilities - current | 6(20) | 298,222 | 9,156,906 | 7,536,826 | |||||||||
Notes payable | 148 | 4,538 | 1,406 | ||||||||||
Accounts payable | 1,742,264 | 53,496,221 | 62,685,739 | ||||||||||
Accounts payable - related parties | 7 | 1,244 | 38,185 | 28,525 | |||||||||
Other payables | 6(12) and 7 | 1,443,935 | 44,336,025 | 40,718,682 | |||||||||
Current income tax liabilities | 185,087 | 5,683,107 | 5,547,274 | ||||||||||
Long-term liabilities, current portion | 6(14) | 82,712 | 2,539,678 | 42,424 | |||||||||
Other current liabilities | 242,325 | 7,440,595 | 6,301,558 | ||||||||||
Total current liabilities | 4,106,320 | 126,084,553 | 125,013,428 | ||||||||||
Non-current liabilities | |||||||||||||
Bonds payable | 6(13) | 947,728 | 29,100,000 | 11,600,000 | |||||||||
Long-term borrowings | 6(14) | 726,931 | 22,320,422 | 32,737,342 | |||||||||
Deferred income tax liabilities | 6(27) | 771,145 | 23,678,006 | 19,342,795 | |||||||||
Lease liabilities - non-current | 83,220 | 2,555,275 | 2,302,735 | ||||||||||
Other non-current liabilities | 6(15) | 367,134 | 11,272,829 | 9,510,321 | |||||||||
Total non-current liabilities | 2,896,158 | 88,926,532 | 75,493,193 | ||||||||||
Total liabilities | 7,002,478 | 215,011,085 | 200,506,621 | ||||||||||
Equity | |||||||||||||
Share capital | 6(16) | ||||||||||||
Common stock | 845,967 | 25,975,433 | 25,975,433 | ||||||||||
Capital surplus | 6(17) | ||||||||||||
Capital surplus | 1,779,417 | 54,636,991 | 49,321,767 | ||||||||||
Retained earnings | 6(18) | ||||||||||||
Legal reserve | 1,161,851 | 35,674,625 | 32,386,305 | ||||||||||
Special reserve | 96,684 | 2,968,678 | 16,166,722 | ||||||||||
Unappropriated retained earnings | 2,732,577 | 83,903,789 | 65,907,358 | ||||||||||
Other equity interest | |||||||||||||
Other equity interest | ( | 130,133) ( | 3,995,738) | ( | 2,968,678) | ||||||||
Equity attributable to owners of | |||||||||||||
the parent | 6,486,363 | 199,163,778 | 186,788,907 | ||||||||||
4(3) and | |||||||||||||
Non-controlling interest | 6(19) | 1,419,043 | 43,571,715 | 38,578,278 | |||||||||
Total equity | 7,905,406 | 242,735,493 | 225,367,185 | ||||||||||
Significant contingent liabilities and | 9 | ||||||||||||
unrecorded contract commitments | |||||||||||||
Significant events after the balance | 11 | ||||||||||||
sheet date | |||||||||||||
Total liabilities and equity | $ | 14,907,884 | $ | 457,746,578 | $ | 425,873,806 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
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Delta Electronics Inc. published this content on 19 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 03:36:04 UTC.