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DELTA ELECTRONICS, INC.<br />

<strong>Annual</strong> <strong>Report</strong><br />

<strong>Annual</strong> <strong>Report</strong><br />

DELTA ELECTRONICS, INC.


1 <strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

Table of Contents<br />

Financial Highlights 2<br />

Message from the Chairman 3<br />

Strategy 5<br />

Major Products 7<br />

Research and Development 9<br />

Manufacturing and Plant Automation 11<br />

Quality Management 13<br />

Logistics and Services 15<br />

Financial Statements 17<br />

Corporate Information 61<br />

Financial Highlights<br />

40,000<br />

35,000<br />

30,000<br />

25,000<br />

20,000<br />

15,000<br />

10,000<br />

5,000<br />

0<br />

Operating Revenues<br />

Return on Stockholders' Equity<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

12,620<br />

1995 1996 1997 1998 <strong>1999</strong><br />

26.0%<br />

16,528<br />

23.9%<br />

20,750<br />

24.9%<br />

26,136<br />

18.0%<br />

39,669<br />

21.7%<br />

1995 1996 1997 1998 <strong>1999</strong><br />

6<br />

5<br />

4<br />

3<br />

2<br />

1<br />

0<br />

Earnings Per Share<br />

4.34<br />

4,000<br />

3,500<br />

3,000<br />

2,500<br />

2000<br />

1,500<br />

1,000<br />

4.17<br />

500<br />

0<br />

5.19<br />

1,292<br />

4.03<br />

5.12<br />

1995 1996 1997 1998 <strong>1999</strong><br />

Net Profits<br />

1,512<br />

2,306<br />

2,235<br />

3,648<br />

1995 1996 1997 1998 <strong>1999</strong><br />

<strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

2


3 <strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

Message from the Chairman<br />

Dear Shareholder:<br />

The earthquake on Sep. 21, <strong>1999</strong>, was a big shakeup for all the<br />

Taiwanese, but Taiwan is walking out of the trauma and on the<br />

road to recovery. With mixed feelings, we announce that <strong>1999</strong><br />

was a good year for your Company. Revenues rose 52% to NT$<br />

39.6 billion. Net earnings increased 61% to NT$ 3.6 billion.<br />

Earnings per share grew 27% to NT$5.12. Operating margins<br />

rose to 9%, up a full point from 8% in 1998.<br />

<strong>Delta</strong> has one of the strongest balance sheets in the industry due to<br />

years of successful operations and our prudent attitude toward<br />

financial leverage. Our sustainable revenues increase can mainly<br />

be attributed to strong growth in sales of new-generation principal<br />

products and new products. On the other hand, we are always<br />

proud of our commitment to product research and development.<br />

Our research and development expenditures were a record NT$1.85 billion in <strong>1999</strong>, a<br />

46% increase over 1998, and represented 5% of net revenues.<br />

We began the new millennium with a new president, James K.M. Ng, who is a highly<br />

regarded international business manager and has been the president of <strong>Delta</strong> Thailand<br />

for the last decade with outstanding track record. To strengthen our position in the<br />

marketplace, we regrouped our activities for higher efficiency, improved<br />

communication, and better performance. Our power related Business Units, i.e., Power<br />

Supply, UPS and Telecom Power, and ODM, are now merged into Power System<br />

Business Group. Our Components business was also upgraded to Components Business<br />

Group.<br />

The improved efficiency and added production capacity of the three new Dongguan<br />

plants allow us to fill customer orders with more flexibility and customer satisfaction.<br />

In addition, we recently decided to further invest in Wujiang (Jiangsu Province) for<br />

setting up a new manufacturing base. On the other hand, we came through the Y2K<br />

rollover with no significant problems. Our SAP ERP system will complete its<br />

worldwide linkage this year. Our goal is to make <strong>Delta</strong> a "best-in-class" company.<br />

As to our strategic investments, Cyntec Co., Ltd., a subsidiary that provides highprecision,<br />

thin film passive components, reported significant growth in both sales<br />

revenues and net profits in <strong>1999</strong>. <strong>Delta</strong> Networks Inc, the networking product<br />

subsidiary, for its first year of operation reported NT$4.3 billion net revenues. <strong>Delta</strong><br />

Optoelectronics, Inc. was established in last December for advanced display<br />

development using polymer light emission display (PLED) and carbon nano-tube<br />

electron emitter (CNT) technologies. Entering the e-Commerce era, <strong>Delta</strong> is also<br />

exploring the Internet related business opportunities-such as ICP, broad band and ASP.<br />

We move into 2000 with high expectations and great confidence that we have the right<br />

initiatives, the right culture and the right leadership to seize the ample opportunities the<br />

fast-changing world offers to us. We remain committed to our objectives of 30%<br />

revenues growth, positive cash flow, and over 20% return on equity. All in all, we<br />

believe that <strong>Delta</strong> is strategically well positioned to address the changing needs of the<br />

new century.<br />

Finally, I want to thank all our employees for their hard work. Without their dedication,<br />

we would not be able to achieve last year's growth rate of 52%.<br />

Above all, we are most grateful for your continued support to <strong>Delta</strong>. We are fully aware<br />

it is your trust in us that drives the Company forward.<br />

Sincerely yours,<br />

Bruce C.H.Cheng<br />

Chairman & CEO<br />

<strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

4


5 <strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

Strategy<br />

The strategy of <strong>Delta</strong> can be abbreviated as TOPS which consists of the following four<br />

major elements:<br />

Telecom/Datacom focus Telecommunication and data communication are gradually<br />

becoming an indispensable part of everyday life, and the associated business potential is<br />

self-evident. <strong>Delta</strong> is committed to play an important role and capture the business<br />

opportunity in communications industries as a key components and systems supplier.<br />

<strong>Delta</strong> already has such products for telecom/datacom industries as chip inductors for<br />

cellular phones and cordless phones, active GPS antenna, GPS receiver module,<br />

RF/microwave products, VCO (voltage controlled oscillator), base station telecom rack<br />

power, and networking products such as routers and LAN components. Moreover,<br />

<strong>Delta</strong> has recently established ventures in developing fiber optical transceivers and other<br />

passive components for cellular phones.<br />

Outsourcing business It is well recognized that the demand for electronics<br />

manufacturing services (EMS) will increase significantly. In today's highly competitive<br />

marketplace, it is crucial for companies to focus on their core competencies for the<br />

highest added value, and subsequently out-source the remaining business systems<br />

components to external credible players. According to recent statistics, the value for<br />

EMS is expected to grow 40-60% for the next few years, on top of over 30% growth in<br />

the past 5 years.<br />

<strong>Delta</strong> is well regarded in the electronics OEM/ODM business. We have devoted<br />

significant resources and accumulated experiences to increase manufacturing flexibility,<br />

construct global logistics networks, assure quality standards, and continue to reduce<br />

manufacturing costs as well as turn-around time to ensure that <strong>Delta</strong> has the capability<br />

to provide high performance contract manufacturing services. In addition, <strong>Delta</strong> has 8<br />

plants with more than 1.8 million square feet manufacturing space to meet the everincreasing<br />

demand for EMS.<br />

Product development It is no doubt that product research and development<br />

contributes significantly to the continuous success of <strong>Delta</strong>. The essence of product<br />

development in <strong>Delta</strong> encompasses a wide spectrum of activities from material research,<br />

new product development, product performance improvement, cost reduction to<br />

manufacturing process redesign. In-time input from customers is critical to ensure the<br />

success of product development, and as a result, customer participation is evidenced<br />

through most of the R&D processes.<br />

The whole notion of <strong>Delta</strong>'s restless efforts on product development centers on the<br />

mission of bringing better products at lower prices to meet today and tomorrow's<br />

customer needs. In <strong>1999</strong>, <strong>Delta</strong> spent NT$ 1.9 billion, or US$ 60 million, on R&D<br />

activities, up from NT$ 1.3 billion, or US$ 43 million, in 1998. <strong>Delta</strong> believes that the<br />

importance of product development will continue to increase, and we are committed to<br />

serving customer needs through top-notch R&D efforts.<br />

Strategic investment While <strong>Delta</strong> had relied on internal growth for business<br />

expansion in the past, we realized that strategic investment is as essential as organic<br />

growth to beat today's competitive environment. Successful strategic investment not<br />

only brings in complementary skills, but also helps to strengthen core competencies and<br />

feed new ideas to the current organization.<br />

As of the end of <strong>1999</strong>, <strong>Delta</strong>'s investment portfolio consists of 35 companies with<br />

market value of above NT$ 12 billion, or approximately US$ 400 million. The income<br />

from investments contributed 21% of the per share earnings in <strong>1999</strong>, and the<br />

contribution from strategic investment is expected to increase in 2000.<br />

Implementing TOPS strategy through committed management, we believe that <strong>Delta</strong><br />

will continue to enjoy unparalleled success in the future.<br />

<strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

6


7 <strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

Major Products<br />

Standard SPS<br />

Server/Workstation SPS<br />

Networking SPS<br />

Distributed SPS<br />

DC/DC Converter<br />

Voltage Regulation Module<br />

UPS<br />

Rack-Mounted UPS<br />

Power Image Presentation (Display) Components<br />

Networking Products Sub-System Products<br />

Mainstation,<br />

BSC, BTS<br />

Adapter<br />

Charger<br />

AC Motor Drive<br />

Hi-Resolution<br />

Color Monitor<br />

Internet Display<br />

LCD Projector<br />

Stereoscopic-3D Display<br />

LCCS Display<br />

Magnetics<br />

Spindle Motor<br />

GPS<br />

Receiver<br />

Module<br />

Voltage<br />

Controlled Oscillator<br />

DC-Fan & CPU Cooling System<br />

Ballast<br />

GPS<br />

Antenna<br />

EMI Filter<br />

Networking<br />

Components<br />

Chip<br />

Inductor<br />

Battery Pack<br />

Chassis Based Switch<br />

Stackable Switch<br />

Gigabit Intelligent Switch<br />

16-Port Gigabit Uplink Switch<br />

ADSL Router<br />

(Above products are supplied<br />

by our subsidiary DNI)<br />

DVD-ROM<br />

CD-RW<br />

CD-R<br />

CD-ROM<br />

Disk Array<br />

(Custom Design)<br />

<strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

8


9 <strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

Research and Development<br />

<strong>Delta</strong> boasts 1,100-plus experienced<br />

product/system design engineers around the<br />

globe. The group provides across-the-board<br />

design and support to customers who need the<br />

latest and most efficient power system<br />

solution that will meet their end product<br />

requirements. Our product/system designs are<br />

particularly favored for high reliability<br />

required applications, such as computer<br />

system, networking and communication<br />

equipment.<br />

Our design engineering teams are located at all manufacturing sites as well as in the U.S.,<br />

Europe and Asia allowing us to work closely with our customers' technical systems<br />

teams. The <strong>Delta</strong> engineers are well versed in the design of both standard and custom<br />

products/systems.<br />

<strong>Delta</strong>'s extensive background in design, development, and manufacturing of key<br />

components for computer, communications, projection display and networking products<br />

gives us a high degree of vertical integration and know-how in the critical areas of new<br />

product design. <strong>Delta</strong> also has established key<br />

partnerships with leading semiconductor companies to<br />

develop new ASIC technologies thereby improving<br />

quality while at the same time reducing both<br />

components count and cost.<br />

Our engineering group is equipped with fully<br />

computerized design tools, such as CAD/CAE and<br />

automatic testing equipment, to greatly enhance the<br />

effectiveness and efficiency in the product<br />

development phase. Beginning at the design stage,<br />

our Quality Engineering Lab conducts concurrent<br />

testing to ensure product reliability with<br />

sophisticated electrical, mechanical, and environmental test equipment.<br />

<strong>Delta</strong> devotes 5% of its sales revenues each year into R&D and currently has 11 R&D<br />

centers worldwide. For instance, established in 1989, <strong>Delta</strong>'s Power <strong>Electronics</strong><br />

Research Lab, located in North Carolina, USA, is continuously researching and creating<br />

new technologies for practical power supply applications. With this group of highcaliber<br />

scientists and professionals, one can be sure that <strong>Delta</strong> is constantly looking after<br />

and ahead of its customer requirements, as well as the market's requirement of<br />

information technology, telecommunication and networking systems.<br />

10<br />

<strong>1999</strong> <strong>Annual</strong> <strong>Report</strong>


11 <strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

Manufacturing and Plant Automation<br />

<strong>Delta</strong> owns the largest manufacturing capacity of all power supply manufacturers in the<br />

world today. With capacity of over 5 million power supplies, AC/DC adapters and<br />

battery chargers per month, it readily meets the growing and/or changing demands of<br />

the industry. Together with its affiliated companies, <strong>Delta</strong> has established<br />

manufacturing presence in all key regions of the world including Taiwan, Thailand,<br />

China, Mexico and Scotland. The global<br />

customers now can take advantage of the<br />

geographical convenience that the regional<br />

manufacturing and warehousing facilities of<br />

<strong>Delta</strong> and its affiliates offer to them.<br />

Customers and industry observers are amazed<br />

at how <strong>Delta</strong> keeps its manufacturing abreast<br />

with the over 30% annual business growth.<br />

Besides continuing to explore and invest in<br />

<strong>Delta</strong> deploys a high degree of automation in its<br />

production process. A team of 50 manufacturing<br />

automation professionals is dedicated to the<br />

design and development of automated<br />

manufacturing equipment for our operations<br />

worldwide. This allows us to build products with<br />

a high degree of accuracy and efficiency, as well<br />

as lower manufacturing cost.<br />

new manufacturing bases to meet the ever-increasing<br />

market demand, we have devoted much of our effort<br />

in training and developing our knowledge and<br />

production line workers. Every employee at the manufacturing site receives at least 100<br />

hours of training per year. We believe that well-trained personnel, as well as continuous<br />

process improvement, is crucial to a successful operation.<br />

12<br />

<strong>1999</strong> <strong>Annual</strong> <strong>Report</strong>


13 <strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

Quality Management<br />

Quality is the backbone of <strong>Delta</strong>'s success. We are continuously introducing high<br />

quality, lower cost product solutions to the technology industries. Our philosophy is<br />

that quality does not add cost to a product/system but reduces overall cost-of-ownership.<br />

Doing things right the first time reduces rework, scrap, and failures at the customer site.<br />

Starting from the design stage our quality engineers and manufacturing engineers are<br />

deeply involved in evaluating the quality, reliability and manufacturing feasibility of the<br />

products developed. Reliability tests are strictly conducted to ensure satisfactory<br />

performance throughout the product life. At the production stage, higher quality levels<br />

are continuously achieved through process improvement using statistical process control<br />

(SPC) and total quality control (TQC) techniques. With in-line SPC, all test data are<br />

analyzed with computerized programs on a real-time basis.<br />

Our dedication to on-going quality improvement gives customers the confidence that<br />

they are buying products that have the best reliability in the industry. Our plants are<br />

ISO-9001 and/or 14001 approved and share a common quality and measurement<br />

system. That allows us to manufacture products at different locations while maintaining<br />

our high quality standards.<br />

<strong>Delta</strong> recognizes that quality is not only<br />

the result of the design but of the overall<br />

company operations. The stringent selfset<br />

quality standards have led <strong>Delta</strong> to<br />

become a preferred supplier to the topnotch<br />

companies around the world. Our<br />

key customers include Compaq, Dell,<br />

Hewlett Packard, Gateway, IBM, NEC,<br />

Fujitsu, and many more.<br />

<strong>1999</strong> HP<br />

<strong>1999</strong> DELL<br />

1998 INTEL 1998 GE<br />

<strong>1999</strong> BLACK & DECKER<br />

<strong>1999</strong> GATEWAY<br />

<strong>1999</strong> FUJITSU<br />

1998 VIEWSONIC<br />

14<br />

<strong>1999</strong> <strong>Annual</strong> <strong>Report</strong>


17 <strong>1999</strong> <strong>Annual</strong> <strong>Report</strong><br />

Financial Statements<br />

February 23, 2000<br />

(00)R.D24P.4066<br />

To the Board of Directors of<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc.<br />

We have examined the consolidated balance sheet of <strong>Delta</strong> <strong>Electronics</strong>, Inc. as of<br />

December 31, <strong>1999</strong> and 1998, and the related consolidated statements of income, of<br />

changes in stockholders' equity and of cash flows for the years then ended. These<br />

consolidated financial statements are the responsibility of the Company's management.<br />

Our responsibility is to express an opinion on these financial statements based on our<br />

audits. We did not examine the <strong>1999</strong> and 1998 consolidated financial statements of<br />

<strong>Delta</strong> International Holding Ltd., consolidated subsidiary, which statements reflect total<br />

consolidated assets of $21,093,278,000 and $11,867,260,000, constituting 61% and<br />

52%, respectively, and consolidated operating revenues of $32,199,851,000 and<br />

$18,592,829,000, constituting 81% and 71%, respectively, of the related consolidated<br />

totals. The consolidated financial statements were examined by other auditors whose<br />

reports thereon have been furnished to us. In addition, as explained in Note 4(4), the<br />

financial statements of certain investee companies for the years ended December 31,<br />

<strong>1999</strong> and 1998, accounted for under the equity method, were examined by other<br />

auditors whose reports thereon have been furnished to us. The total amount of longterm<br />

investments in these investee companies at December 31, <strong>1999</strong> and 1998 was<br />

$309,216,000 and $500,595,000, respectively, and the related investment income for the<br />

years then ended were $163,553,000 and $22,524,000, respectively. Our opinion<br />

expressed herein, insofar as it relates to the amounts included in the financial statements<br />

relative to this consolidated subsidiary and long-term investments, is based solely on the<br />

reports of the other auditors. Information of certain investee companies disclosed in<br />

Note 12 were based on the reports of the other auditors.<br />

We conducted our audits in accordance with the "Rules Governing Examinations of<br />

Financial Statements by Certified Public Accountants" and generally accepted auditing<br />

standards in the Republic of China. Those standards require that we plan and perform<br />

the audits to obtain reasonable assurance about whether the financial statements are free<br />

of material misstatement. An audit includes examining, on a test basis, evidence<br />

supporting the amounts and disclosures in the financial statements, assessing the<br />

accounting principles used and significant estimates made by management, and<br />

evaluating the overall financial statement presentation. We believe that our audits and<br />

the reports of other auditors provide a reasonable basis for our opinion.<br />

In our opinion, based on our examinations and the reports of other auditors, the<br />

consolidated financial statements referred to above present fairly the financial position<br />

of <strong>Delta</strong> <strong>Electronics</strong>, Inc. and its consolidated subsidiaries, <strong>Delta</strong> International Holding<br />

Ltd., and <strong>Delta</strong> Networks, Inc. as of December 31, <strong>1999</strong> and 1998, and the results of<br />

their operations and their cash flows for the years then ended, in conformity with the<br />

''Rules Governing Preparation of the Financial Statements of Securities Issuers" and<br />

generally accepted accounting principles in the Republic of China.<br />

As indicated in Note 2, the accompanying financial statements are not intended to<br />

present the financial position and results of operations and cash flows in accordance<br />

with accounting principles and practices generally accepted in countries and<br />

jurisdictions other than the Republic of China. The standards, procedures and practices<br />

utilized in the Republic of China to audit such consolidated financial statements may<br />

differ from those generally accepted in countries and jurisdictions other than the<br />

Republic of China.<br />

18<br />

<strong>1999</strong> <strong>Annual</strong> <strong>Report</strong>


19<br />

DELTA ELECTRONICS, INC.<br />

CONSOLIDATED BALANCE SHEET<br />

DECEMBER 31, <strong>1999</strong> AND 1998<br />

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)<br />

<strong>1999</strong> 1998 <strong>1999</strong> 1998<br />

Amount % Amount % Amount % Amount %<br />

ASSETS<br />

(Restated) LIABILITIES AND STOCKHOLDERS' EQUITY (Restated)<br />

Current Assets Current Liabilities<br />

Cash and cash equivalents (Note 4(1)) $ 3,449,843 10 $ 2,563,752 11 Short-term loans (Notes 4(6) and 6) $ 734,514 2 $ 217,408 1<br />

Notes receivable - net 253,111 1 184,260 1 Accounts payable 7,543,044 22 4,004,185 18<br />

Accounts receivable - net (Note 4(2)) 9,083,065 26 5,587,106 24 Accounts payable - related parties (Note 5) 360,205 1 84,814 -<br />

Accounts receivable - related parties (Note 5) 1,093,710 3 989,510 4 Income tax payable (Note 4(15)) 29,136 - - -<br />

Other receivables (Note 4(15)) 254,367 1 235,322 1 Accrued expenses 1,275,076 4 1,108,430 5<br />

Other receivables - related parties (Note 5) 128,896 - 141,986 1 Other payables 299,430 1 167,190 1<br />

Inventories (Note 4(3)) 4,881,508 14 2,775,310 12 Received in advance 185,269 1 88,430 -<br />

Prepaid expenses 16,664 - 11,611 - Current portion of long-term loans (Notes 4(8) and 6) 4,636 - 6,182 -<br />

Prepayments 29,994 - 46,285 - Other current liabilities 146,513 - 35,740 -<br />

Other current assets (Notes 4(15) and 6) 602,228 2 410,387 2 10,577,823 31 5,712,379 25<br />

19,793,386 57 12,945,529 56 Long-term Liabilities<br />

Funds and Long-term Investments<br />

Convertible bonds (Note 4(7)) 179,146 - 1,674,588 7<br />

Long-term investments (Note 4(4)) 6,374,961 19 4,038,299 18 Long-term loan (Notes 4(8) and 6) - - 4,636 -<br />

Cash surrender value of life insurance 56,064 - 49,938 - 179,146 - 1,679,224 7<br />

Prepayment for long-term investments - - 20,000 -<br />

6,431,025 19 4,108,237 18 Reserve<br />

Property, Plant and Equipment (Notes 4(5) and 6)<br />

Reserve for land value incremental tax (Note 4(5)) 97,283 - 107,740 1<br />

Cost<br />

Land 1,052,299 3 652,003 3 Other Liabilities<br />

Buildings and equipment 2,694,928 8 1,213,849 5 Reserve for retirement plan (Note 4(9)) 415,312 1 304,176 1<br />

Machinery and equipment 4,023,366 12 2,591,881 11 Deposits-in 1,512 - 10,246 -<br />

Molds 332,418 1 218,174 1 Deferred income tax liabilities (Note 4(15)) 2,138,365 6 1,389,625 6<br />

Computer and communication equipment 292,490 1 168,460 1 Other liabilities others 883,339 3 443,427 2<br />

Test equipment 705,686 2 577,132 3 3,438,528 10 2,147,474 9<br />

Motor vehicles 55,984 - 52,540 - Total Liabilities 14,292,780 41 9,646,817 42<br />

Furniture and fixtures 337,846 1 296,971 1<br />

Leasehold improvements 16,361 - 45,447 - Stockholders' Equity<br />

Land value appraisal increment 202,231 - 222,454 1 Common stock (Notes 1 and 4(10)) 7,345,341 21 5,606,858 24<br />

Cost and appraisal increment 9,713,609 28 6,038,911 26 New share entitlement certificates (Note 4(11)) 132,230 - 12,227 -<br />

Less: Accumulated depreciation ( 2,238,275) ( 6) ( 1,880,962) ( 8) Capital reserve (Note 4(12))<br />

Prepayments for equipment and construction in progress 334,012 1 1,394,407 6 Premium 6,425,721 19 2,198,025 9<br />

7,809,346 23 5,552,356 24 Others 255,603 1 245,718 1<br />

Intangible Assets<br />

Retained earnings<br />

Goodwill - - 4,804 - Legal reserves (Note 4(13)) 1,062,112 3 839,745 4<br />

Deferred pension cost (Note 4(9)) 23,003 - - - Undistributed earnings (Note 4(14)) 4,733,442 14 3,828,854 17<br />

Other intangible assets 132,312 - 93,315 1 Cumulative translation adjustments 301,995 1 611,630 3<br />

155,315 - 98,119 1 Total Stockholders' Equity 20,256,444 59 13,343,057 58<br />

Other Assets<br />

Deposits-out 31,650 - 32,520 - Commitments and Contingent Liabilities (Notes 5 and 7)<br />

Deferred charges 328,502 1 251,456 1<br />

Other assets - others - - 1,657 - Subsequent Events (Note 9)<br />

360,152 1 285,633 1<br />

TOTAL ASSETS $ 34,549,224 100 $ 22,989,874 100 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $34,549,224 100 $22,989,874 100<br />

Please refer to the accompanying notes and PricewaterhouseCoopers' audit report dated February 23, 2000.


DELTA ELECTRONICS, INC.<br />

CONSOLIDATED STATEMENT OF INCOME<br />

FOR THE YEARS ENDED DECEMBER 31, <strong>1999</strong> AND 1998<br />

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)<br />

<strong>1999</strong> 1998<br />

Amount % Amount<br />

(Restated)<br />

%<br />

Operating revenues (Notes 2 and 5)<br />

Sales revenue $ 40,060,275 101 $ 26,211,781 100<br />

Sales returns ( 272,962) ( 1) ( 269,831) ( 1)<br />

Sales allowances ( 324,866) ( 1) ( 119,745) -<br />

Net sales revenue 39,462,447 99 25,822,205 99<br />

Services revenue 206,357 1 313,677 1<br />

Total operating revenues<br />

Operating costs (Notes 2 and 5)<br />

39,668,804 100 26,135,882 100<br />

Cost of goods sold ( 31,553,703) ( 80) ( 20,650,761) ( 79)<br />

Gross profit 8,115,101 20 5,485,121 21<br />

Unrealized intercompany loss - - 1,657 -<br />

Realized intercompany loss ( 1,657) - - -<br />

Net gross profit<br />

Operating expenses<br />

8,113,444 20 5,486,778 21<br />

Selling ( 1,822,040) ( 4) ( 1,159,080) ( 5)<br />

Management and administrative ( 890,190) ( 2) ( 813,503) ( 3)<br />

Research and development ( 1,851,520) ( 5) ( 1,272,394) ( 5)<br />

Total operating expenses ( 4,563,750) ( 11) ( 3,244,977) ( 13)<br />

Operating income<br />

Non-operating income<br />

3,549,694 9 2,241,801 8<br />

Interest income 215,943 1 253,562 1<br />

Gain on disposal of property, plant and equipment 45,706 - 12,556 -<br />

Gain on disposal of investments 858,573 2 3,012 -<br />

Foreign exchange gain - net 22,033 - 9,413 -<br />

Reversal of allowance for doubtful accounts 32,061 - 3,257 -<br />

Other income (Note 5) 381,597 1 468,049 2<br />

Total non-operating income<br />

Non-operating expenses<br />

1,555,913 4 749,849 3<br />

Interest expense ( 171,041) ( 1) ( 160,369) ( 1)<br />

Investment loss ( 164,047) - ( 36,425) -<br />

Loss on disposal of property, plant and equipment ( 32,409) - ( 7,771) -<br />

Loss on physical count of inventory<br />

Provision for decline in market value and<br />

( 60,706) - ( 4,077) -<br />

obsolescence of inventory ( 30,960) - - -<br />

Other losses ( 173,025) ( 1) ( 109,404) -<br />

Total non-operating expenses ( 632,188) ( 2) ( 318,046) ( 1)<br />

Income before income tax 4,473,419 11 2,673,604 10<br />

Income tax (Notes 2 and 4(15)) ( 659,762) ( 1) ( 384,929) ( 1)<br />

Income after income tax 3,813,657 10 2,288,675 9<br />

Minority interest in consolidated subsidiaries ( 165,771) ( 1) ( 53,304) -<br />

Net income<br />

Earnings per share (Note 4(16)) (In dollars)<br />

$ 3,647,886 9 $ 2,235,371 9<br />

Income before minority interest $ 5.35 $ 3.44<br />

Minority interest in consolidated subsidiaries ( 0.23) ( 0.08)<br />

Net income $ 5.12 $ 3.36<br />

Please refer to the accompanying notes and PricewaterhouseCoopers' audit report dated February 23, 2000.<br />

20


21<br />

DELTA ELECTRONICS, INC.<br />

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY<br />

FOR THE YEARS ENDED DECEMBER 31, <strong>1999</strong> AND 1998<br />

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)<br />

Capital Stock Retained Earnings<br />

New share Cumulative<br />

entitlement Capital Legal Undistributed translation<br />

Common stock certificates reserve reserve earnings adjustments Total<br />

1998<br />

Balance at January 1, 1998 $ 4,467,025 $ 107,546 $ 2,015,963 $ 609,647 $ 3,531,746 $ 775,352 $ 11,507,279<br />

Distribution of 1997 earnings:<br />

Directors' and supervisors' remuneration - - - - ( 1,500) - ( 1,500)<br />

Appropriation for legal reserve - - - 230,098 ( 230,098) - -<br />

Issuance of stock dividends 914,914 - - - ( 914,914) - -<br />

Employees' bonus 90,515 - - - ( 90,515) - -<br />

Cash dividends - - - - ( 711,470) - ( 711,470)<br />

Unpaid dividends on unconverted convertible bonds - - - - 21,929 - 21,929<br />

Convertible bonds converted into new share entitlement certificates<br />

New share entitlement certificates issued - 39,085 - - - - 39,085<br />

Premium from conversion of convertible bonds - - 363,532 - - - 363,532<br />

Unpaid interest payable of convertible bonds - - 1,214 - - - 1,214<br />

Common stock issued for conversion of entitlement certificates 134,404 ( 134,404) - - - - -<br />

Proportionate share of adjustment to subsidiaries' capital reserves - - ( 23,028) - - - ( 23,028)<br />

Adjustment due to change in capital reserve of the investee companies - - 52,720 - - - 52,720<br />

Transfer of gain on disposal of property, plant and equipment to capital reserve<br />

by the investee companies - - 964 - ( 964) - -<br />

Appraisal increment of land value - - 21,647 - - - 21,647<br />

Gain on disposal of property, plant and equipment transferred to capital reserve - - 10,731 - ( 10,731) - -<br />

Cumulative translation adjustments on foreign long-term investments - - - - - ( 163,722) ( 163,722)<br />

Net income for the year - - - - 2,235,371 - 2,235,371<br />

Balance at December 31, 1998 5,606,858 12,227 2,443,743 839,745 3,828,854 611,630 13,343,057<br />

<strong>1999</strong><br />

Distribution of 1998 earnings:<br />

Directors' and supervisors' remuneration - - - - ( 1,500) - ( 1,500)<br />

Appropriation for legal reserve - - - 222,367 ( 222,367) - -<br />

Issuance of stock dividends 1,123,817 - - - ( 110,098) - -<br />

Cash dividends - - - - ( 1,123,817) - -<br />

Employees' bonus 110,098 - - - ( 1,231,513) - ( 1,231,513)<br />

Unpaid dividends on unconverted convertible bonds - - - - 25,639 - 25,639<br />

Convertible bonds converted into new share entitlement certificates<br />

New share entitlement certificates issued - 624,571 - - - - 624,571<br />

Premium from conversion of convertible bonds - - 4,227,696 - - - 4,227,696<br />

Unpaid interest payable of convertible bonds - - 15,464 - - - 15,464<br />

Common stock issued for conversion of entitlement certificates 504,568 ( 504,568) - - - - -<br />

Proportionate share of adjustment to subsidiaries' capital reserves - - ( 10,572) - ( 35,703) - ( 46,275)<br />

Adjustment due to change in capital reserve of the investee companies - - ( 38,946) - - - ( 38,946)<br />

Transfer of gain on disposal of property, plant and equipment to capital reserve<br />

by the investee companies - - 2,052 - ( 2,052) - -<br />

Gain on disposal of property, plant and equipment transferred to capital reserve - - 42,833 - ( 42,833) - -<br />

Adjustment due to transfer of capital reserve by the investee companies to<br />

cover prior year's operating losses - - ( 946) - 946 - -<br />

Cumulative translation adjustments on foreign long-term investments - - - - - ( 309,635) ( 309,635)<br />

Net income for the year - - - - 3,647,886 - 3,647,886<br />

Balance at December 31, <strong>1999</strong> $ 7,345,341 $ 132,230 $ 6,681,324 $ 1,062,112 $ 4,733,442 $ 301,995 $ 20,256,444<br />

Please refer to the accompanying notes and PricewaterhouseCoopers' audit report dated February 23, 2000.


DELTA ELECTRONICS, INC.<br />

CONSOLIDATED STATEMENT OF CASH FLOWS<br />

FOR THE YEARS ENDED DECEMBER 31, <strong>1999</strong> AND 1998<br />

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)<br />

<strong>1999</strong> 1998<br />

(Restated)<br />

Cash flows from operating activities<br />

Net income<br />

Adjustments to reconcile net income to net cash<br />

provided by operating activities:<br />

$ 3,647,886 $ 2,235,371<br />

Minority interest income in consolidated subsidiaries 165,771 53,304<br />

Bad debts expense<br />

Loss on decline in market value and inventory<br />

58,115 -<br />

obsolescence 30,960 -<br />

Depreciation and amortization 892,668 659,414<br />

Gain on disposal of property, plant and equipment, net ( 13,297) ( 4,785)<br />

Reversal of allowance for doubtful accounts - ( 30,732)<br />

Investment loss, net of gain on disposal of investments<br />

Exchange gain on revaluation of foreign currency<br />

( 570,749) 138,898<br />

denominated convertible bonds ( 80,079) ( 7,490)<br />

Provision for interest payable on bonds redemption<br />

Accrued interest on convertible bonds transferred to<br />

134,104 138,584<br />

capital reserve<br />

Changes in assets and liabilities:<br />

15,464 1,214<br />

Increase in notes receivable ( 68,850) ( 17,971)<br />

Increase in accounts receivable ( 3,553,839) ( 745,541)<br />

Increase in accounts receivable-related parties ( 104,434) ( 699,836)<br />

Increase in other receivables ( 17,628) ( 109,371)<br />

Decrease (increase) in other receivables-related parties 13,089 ( 94,681)<br />

Increase in inventories ( 2,134,824) ( 492,970)<br />

Increase in prepaid expenses ( 5,053) ( 11,611)<br />

Decrease in prepayments 16,291 12,038<br />

Increase in other current assets ( 191,841) ( 129,751)<br />

Decrease (increase) in other assets-others 1,657 ( 1,657)<br />

Increase in accounts payable 3,538,859 1,198,220<br />

Increase in accounts payable-related parties 275,391 38,215<br />

Increase (decrease) in income tax payable 29,136 ( 93,421)<br />

Increase in accrued expenses 166,646 241,060<br />

Increase (decrease) in other payables 132,240 ( 81,739)<br />

Decrease in received in advance 96,839 58,645<br />

Increase in other current liabilities 110,773 15,174<br />

Increase in deferred income tax 748,740 570,767<br />

Increase in reserve for retirement plan 88,133 96,781<br />

Increase in other liabilities-others 236,493 255,786<br />

Net cash provided by operating activities<br />

3,658,661 3,191,915<br />

22


23<br />

DELTA ELECTRONICS, INC.<br />

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)<br />

FOR THE YEARS ENDED DECEMBER 31, <strong>1999</strong> AND 1998<br />

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)<br />

<strong>1999</strong> 1998<br />

(Restated)<br />

Cash flows from investing activities<br />

Disposal of long-term investments<br />

Increase in long-term investments<br />

Increase in prepayment for long-term investment<br />

Increase in cash surrender value of life insurance<br />

Proceeds from disposal of property, plant and<br />

equipment<br />

Acquisition of property, plant and equipment<br />

Decrease in deposits - out, net<br />

Increase in intangible assets<br />

Increase in deferred charges<br />

Net cash used in investing activities<br />

Cash flows from financing activities<br />

Increase (decrease) in short-term loans, net<br />

Increase in convertible bonds<br />

Decrease in long-term loans, net<br />

Decrease in deposits - in, net<br />

Payment of directors' and supervisors' remuneration<br />

Payment of cash dividends<br />

( 5,293,970) ( 4,727,423)<br />

Net cash provided by (used in) financing activities<br />

Foreign exchange difference<br />

Net increase (decrease) in cash and cash equivalents<br />

Cash and cash equivalents at beginning of year<br />

2,597,616 ( 776,028)<br />

Cash and cash equivalents at end of year $ 3,449,843 $ 2,563,752<br />

Supplemental disclosures of cash flow information<br />

Cash paid during the year for:<br />

Interest (net of amount capitalized)<br />

Income taxes<br />

Non-cash flows from investing and financing<br />

activities:<br />

Convertible bonds converted to common stock<br />

(including related premium)<br />

Employees' bonus<br />

Please refer to the accompanying notes and PricewaterhouseCoopers' audit report dated February 23, 2000.


DELTA ELECTRONICS, INC.<br />

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />

DECEMBER 31, <strong>1999</strong> AND 1998<br />

(THE 1998 INFORMATION HAS BEEN RESTATED)<br />

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS INDICATED)<br />

1. HISTORY AND ORGANIZATION<br />

1) <strong>Delta</strong> <strong>Electronics</strong>, Inc.<br />

The Company was incorporated in April 1971 under the provisions of the Company Law of the Republic of China<br />

as a company limited by shares. The total outstanding capital was $7,345,341 as of December 31, <strong>1999</strong>. The<br />

main activities of the Company are installation of electronic control systems and developing, designing,<br />

manufacturing and selling of communication products and components, computer information system and power<br />

supply.<br />

2) Consolidated subsidiary<br />

A. <strong>Delta</strong> International Holding Ltd., (DIH) was incorporated in Cayman Islands on June 16, 1993. It mainly<br />

engages in indirect investment in Mainland China, Hong Kong and other areas companies. The Company<br />

owns 94% and 95.25% of the shares of DIH as of December 31, <strong>1999</strong> and 1998, respectively.<br />

B. <strong>Delta</strong> Networks, Inc. (DNI) was incorporated on October 15, 1998 under the Company Law of the Republic of<br />

China as a company limited by shares. The main activities are developing, designing, manufacturing and<br />

selling of networking system for local area network. The Company owns 99.99% of the shares of DNI as of<br />

December 31, <strong>1999</strong> and 1998.<br />

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />

Basis of preparation<br />

The accompanying consolidated financial statements have been prepared using accounting principles, procedures and<br />

reporting practices generally accepted in the Republic of China. Accordingly, the accompanying consolidated<br />

balance sheet and related statements of income and cash flows and their utilization are not designed for those who<br />

are not informed about the Republic of China's accounting principles, procedures and practices and furthermore are<br />

not intended to present the financial position and results of operations and cash flows in accordance with accounting<br />

principles and practices generally accepted in countries and jurisdictions other than the Republic of China.<br />

Principles of consolidation<br />

1) The consolidated financial statements include the accounts of the Company and the consolidated financial<br />

statements of <strong>Delta</strong> International Holding Ltd., and <strong>Delta</strong> Networks, Inc. after eliminating all significant<br />

intercompany accounts and transactions.<br />

2) For long-term investments in which the Company owns more than 50% of the voting rights of the subsidiary,<br />

consolidated financial statements are prepared; however, pursuant to the R.O.C. Securities and Futures<br />

Commission (SFC) regulations, if the total assets and the operating income of the subsidiary are less than 10% of<br />

the respective non-consolidated total assets and operating income of the Company, the subsidiary's financial<br />

statements are not consolidated and instead are accounted for using the equity method. However, when the total<br />

combined assets or operating income of all such non-consolidated subsidiaries constitute more than 30% of the<br />

Company's non-consolidated total assets or operating income, then each individual subsidiary with total assets or<br />

operating income greater than 3% of the Company's respective non-consolidated total assets or operating income<br />

is included in the consolidation.<br />

24


25<br />

3) The investee company, <strong>Delta</strong> Networks, Inc.(DNI) of which the Company owns more than 50% of the voting<br />

rights in 1998, did not meet the criteria for consolidation described above. In <strong>1999</strong>, DNI met such criteria for<br />

consolidation and was included in the consolidated financial statements. Due to the change in consolidated<br />

entities, the 1998 consolidated financial statements were restated to include the financial statements of DNI and<br />

conform with the presentation adopted for <strong>1999</strong>.<br />

Translation of financial statements of foreign subsidiaries<br />

Assets and liabilities of the foreign subsidiaries are translated into New Taiwan dollars using the exchange rate at the<br />

balance sheet date; equity accounts are translated at historical rates, except for beginning retained earnings which are<br />

transferred from prior year's ending retained earnings, and profit and loss accounts which are translated using<br />

weighted average rate. Exchange differences are recorded as translation adjustments and are included as a<br />

component of the stockholders' equity.<br />

Translation of foreign currency transactions<br />

The accounts of the Company and its subsidiaries are maintained in their functional currencies. Receivables, other<br />

monetary assets and liabilities denominated in foreign currencies are translated into their functional currencies at the<br />

rates of exchange prevailing at the balance sheet date. Transactions denominated in foreign currency, except forward<br />

exchange contracts, are translated into their functional currencies at the exchange rates prevailing at the transaction<br />

dates. Foreign currency gains or losses are included in current net income.<br />

Forward currency option contracts<br />

Premiums and discounts on option contracts are recorded at cost. Premiums and discounts and unrealized gains and<br />

losses on option contracts entered into for hedging purposes are deferred and amortized over the contract period on a<br />

straight line basis.<br />

Forward exchange contracts<br />

Forward exchange contracts entered into for hedging purposes are recorded using the spot rate on the contract date.<br />

Discounts or premiums on forward contracts are amortized over the periods of the contract. Gains or losses on<br />

forward contracts are determined by the difference between the spot rate at the balance sheet date and the spot rate at<br />

the date of inception of the contract. Exchange gains or losses are included in current net income.<br />

Cross currency swap contracts<br />

Cross currency swap contracts entered into for hedging purposes are recorded using the contract rate on the contract<br />

date and recorded as accrued receivable and accrued payable, respectively. Interest receivable and interest payable<br />

are accrued in accordance with the contract rate. Gains or losses on cross currency swap contracts are determined by<br />

the difference between the spot rate at the balance sheet date and the spot rate at the date of inception of the contract.<br />

Exchange gains or losses are included in current net income.<br />

Cash equivalents<br />

Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and<br />

with maturity dates that do not present significant risk of change in value because of changes in interest rates.<br />

Allowance for doubtful accounts<br />

Allowance for doubtful accounts is provided based on an evaluation of the collectibility of ending balances of notes<br />

receivable, accounts receivable and other receivables.


Inventories<br />

Inventories are stated at the lower of cost or market value; cost is determined by the standard cost. Variances from<br />

standard cost are allocated to ending inventories and cost of goods sold at the end of each period. When comparing<br />

with market value, current replacement price is used for materials. Net realizable value is used as market value for<br />

work in process and finished goods. Provision is made for obsolete inventories at period-end.<br />

Funds and long-term investments<br />

1) Long-term investments<br />

A. Long-term investments in which the Company owns less than 20% of the voting rights of the investee<br />

company and has no significant influence on the investee company's operational decisions are accounted for by<br />

the lower of cost or market value method, if the investee company is listed, and by the cost method if the<br />

investee company is not listed. Valuation allowance for unrealized loss under the lower of cost or market value<br />

method is shown under stockholders' equity. When it becomes evidently clear that there has been a permanent<br />

impairment in value and the chance of recovery is minimal, loss is recognized in the current year's net income.<br />

If the Company owns at least 20% of the voting rights of the investee company, the investment is accounted for<br />

by the equity method, unless there is evidence that the Company cannot exercise significant influence over the<br />

investee company. The unrealized gains or losses arising from transactions between the Company and investee<br />

companies are eliminated in preparing the financial statements. The Company delays recognition of<br />

investment income (loss) on long-term equity investments in which the Company's voting rights on the<br />

investee company do not exceed 50%, if the investee company's financial statements for the same period are<br />

not available in time, except when certain criteria are met, in which case no delay is possible.<br />

B. Foreign investments in which the Company owns less than 20% of the voting rights of the investee company<br />

are accounted for by the cost method. The original cost is accounted for based on actual remittance amount.<br />

Investments in foreign currency are translated into New Taiwan dollars at the rates of exchange prevailing at<br />

the balance sheet date; unrealized exchange loss (and subsequent recoveries to the extent they do not exceed<br />

original cost) is treated as translation adjustment of long-term investments under stockholders' equity.<br />

The Company's proportionate share of the foreign investee's cumulative translation adjustments related to the<br />

translation of the foreign investee's financial statements into New Taiwan Dollars is recognized by the<br />

Company and is included in a cumulative translation adjustment account in the stockholders' equity.<br />

C. When the Company's proportional interest in an equity investee changes after the equity investee sell additional<br />

shares by the variance between the investment cost and the Company's proportionate share of the net asset of<br />

the investee companies is adjusted first to capital reserve. IF the capital reserve arising from long-term<br />

investment is not sufficient, then retained earnings is debited.<br />

D. If the investee company has gains on disposal of property, plant and equipment, net of applicable income tax,<br />

transferred to capital reserve, such amount will be transferred into capital reserve from retained earnings based<br />

on the ownership percentage in the current year. If the investee company covered prior years' losses using<br />

above capital reserve, capital reserve will be transferred back into retained earnings based on the ownership<br />

percentage.<br />

In addition, any other changes to the investee company's capital reserve will be adjusted by the Company to its<br />

long-term investment account and capital reserve based on its ownership percentage.<br />

E. Under the equity method, the excess of investment cost over the net asset of the investee companies at the date<br />

of investment is amortized over 5 years.<br />

26


27<br />

2) Cash surrender value of life insurance.<br />

The cash surrender value of life insurance is recorded as an asset and classified as long-term investment. The<br />

increase in cash surrender value during the period is accounted for as an adjustment to insurance premiums paid.<br />

Property, plant and equipment<br />

1) With the exception of land, which is carried at appraised value, property, plant and equipment are carried at cost<br />

which includes capitalized interest.<br />

2) Depreciation of the Company and the subsidiary, DNI are provided on a straight-line method over the estimated<br />

useful lives of the assets, plus one year as salvage value, except for leasehold improvement, which is based on<br />

contract period or the life of the asset, whichever is shorter. Salvage value of assets, which are still in use after the<br />

end of their estimated useful lives, are depreciated based on a new estimated remaining useful life. Depreciation of<br />

DIH and its subsidiaries are provided on a straight-line method over the estimated useful lives of the assets, cost<br />

less salvage value. The salvage value is calculated on 10% of cost. The estimated useful lives of fixed assets are 2<br />

to 20 years, except for buildings and equipment which are 3 to 55 years.<br />

3) Renewals and improvements are treated as capital expenditures and are depreciated accordingly. Maintenance and<br />

repairs are charged to expense as incurred. When an asset is sold or retired, the cost and accumulated depreciation<br />

are removed from the respective accounts and the resulting gain or loss is included in current non-operating results.<br />

Gains on disposal of property, plant and equipment, net of applicable income tax, are transferred to capital reserve<br />

in the current year.<br />

Intangible Assets<br />

1) Goodwill<br />

The excess of investment cost over the net assets of the investee company is capitalized and amortized over 5 years.<br />

2) Other intangible assets<br />

Land use rights are recorded at actual cost and amortized over the lease term.<br />

Deferred charges<br />

Deferred charges are recorded at actual cost and amortized over the estimated useful lives based on the straight-line<br />

method, except for the issuance costs for convertible bonds which are amortized over the outstanding period of the<br />

bonds. The unamortized bonds issuance costs related to the bonds converted or redeemed before the maturity date are<br />

transferred to expense at the date of redemption or conversion.<br />

Retirement plan<br />

1) The Company maintains a non-contributory and funded, defined benefit employee retirement plan (the Plan)<br />

covering all regular employees. Benefits under the Plan are generally determined based upon years of credited<br />

service, age at retirement and average compensation. The Company contributes the pension fund to an<br />

independent retirement trust fund commencing in 1986. As approved by the government, in November 1990, the<br />

Company suspended contributing to the independent retirement trust fund. The Company resumed contributing to<br />

the fund at a fixed rate equal to 2% of monthly salaries and wages since July <strong>1999</strong>. The trust fund assets are not<br />

reflected in the Company's financial statements.<br />

2) Pension cost, which includes service cost, interest cost, expected return on plan assets and amortization of net<br />

obligation at transition, is recognition based on an actuarial valuation. The unrecognized net asset or obligation at


transition is amortized equally over 15 years. The pension fund is managed by an independently administered<br />

pension fund association.<br />

Convertible bonds<br />

1) The excess of estimated redemption price over the par value is recognized as interest expense at the effective<br />

interest rate and a liability is recorded as "Interest Payable on Redemption". If there are two or more redemption<br />

prices, the highest redemption price is used. Variance between book value as of redemption day and actual<br />

redemption price is recognized as current year's interest expense.<br />

2) When a bondholder exercises his/her conversion rights, the book value of bonds is credited to common stock at an<br />

amount equal to the par value of the stock and the excess is credited to capital reserve; no gain or loss is<br />

recognized on bond conversion.<br />

3) The related issuance costs for convertible bonds are recorded as deferred charges, and are amortized over the life<br />

of the bonds. The unamortized bonds issuance costs related to the bonds converted or redeemed before the<br />

maturity date are transferred to expense upon conversion or redemption.<br />

4) For convertible bonds with redemption rights, the right of redemption lapses if the investor fails to exercise his/her<br />

redemption right, and the balance of Interest Payable on Redemption is amortized over the period from the date<br />

following the redemption period to maturity date using the effective interest rate.<br />

Income tax<br />

1) The provision for income tax includes deferred tax resulting from items reported in different periods for tax and<br />

financial reporting purposes. Deferred income tax assets or liabilities are further classified into current and<br />

noncurrent items based on the classifications of the related assets or liabilities or on the expected reversal date of<br />

the temporary differences and are presented on the financial statements as net balance. Valuation allowance for<br />

deferred income tax assets is recognized if it is more likely than not that the tax benefits will not be realized.<br />

2) According to the new Taiwan imputation tax system, any undistributed current earnings, on tax basis, of the<br />

Company derived on or after January 1, 1998 is subject to an additional 10% corporate tax if the earnings are not<br />

distributed before a specific time and is recorded as current income tax expense in the period the stockholders<br />

approved a resolution to retain the earnings.<br />

3) The income tax of the foreign subsidiary and its subsidiaries are calculated based on the local policies.<br />

4) Over or under provision of prior years' income tax liabilities is included in the current year's income tax expense.<br />

Revenue, costs and expenses recognition<br />

Revenue is recognized when the earning process is completed and realized or realizable. Costs and expenses are<br />

recorded as incurred. Research and development costs are expensed as incurred, except for costs of machinery used<br />

inR&Dwhich are capitalized.<br />

3. CHANGES IN ACCOUNTING PRINCIPLES<br />

As described in Note 2, the subsidiary, DNI did not meet the criteria for consolidation in 1998 and, therefore, the<br />

long-term investment in DNI was accounted for under the equity method. In <strong>1999</strong>, DNI met the criteria for<br />

consolidation and its <strong>1999</strong> financial statements were then included in the consolidation. Due to the change in the<br />

reporting entities in <strong>1999</strong>, the 1998 consolidated financial statements have been restated to include the 1998 financial<br />

statements of DNI. DNI was in pre-operating stage in 1998 because it had not commenced its main operating<br />

activities and, therefore, the effect of the change in reporting entities change was immaterial.<br />

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29<br />

4. DESCRIPTION OF SIGNIFICANT ACCOUNTS<br />

1) Cash and cash equivalents<br />

Cash on hand<br />

Checking and demand deposits<br />

Time deposits<br />

Cash equivalents commercial paper<br />

2) Accounts receivable<br />

Accounts receivable<br />

Less: Allowance for doubtful accounts<br />

3) Inventories<br />

Raw materials<br />

Work in process<br />

Finished goods<br />

Inventory in transit<br />

Less: Reserve for decline in market value<br />

and inventory obsolescence<br />

4) Long-term investments<br />

December 31,<br />

<strong>1999</strong> 1998<br />

December 31,<br />

<strong>1999</strong> 1998<br />

December 31,<br />

<strong>1999</strong> 1998<br />

A. List of long-term investments:<br />

December 31, <strong>1999</strong> December 31, 1998<br />

Investee Company<br />

Equity method by the Company<br />

Amount % Amount %<br />

Cyntec Co., Ltd. $ 758,542 53.55 $ 687,653 54.33<br />

Yuasa <strong>Delta</strong> Technology Inc. 266,414 33.59 308,732 33.59<br />

Grand Advance Technology Ltd. 146,647 36.00 135,277 36.00<br />

<strong>Delta</strong> Optoelectronics, Inc. 95,863 99.93 - -<br />

Analog and Power <strong>Electronics</strong> Corp. 59,681 22.15 43,558 24.00<br />

Vivitek Co., Ltd. 48,211 75.36 84,826 75.36<br />

<strong>Delta</strong> <strong>Electronics</strong> (Japan) Inc. 37,131 60.00 10,893 40.00<br />

<strong>Delta</strong> <strong>Electronics</strong> Europe Ltd. 5,180 40.00 10,007 40.00<br />

Luke Network Consulting Co., Ltd. - - 4,650 100.00<br />

1,417,669 1,285,596


December 31, <strong>1999</strong> December 31, 1998<br />

Amount % Amount %<br />

Equity method by DIH<br />

Deltron-Cimic Electric and<br />

<strong>Electronics</strong> Co., Ltd. (Shang Hai) 96,244 16.93 159,050 25.40<br />

Delcom <strong>Electronics</strong> Company Ltd. 86,118 25.00 88,953 25.00<br />

DAT Holding Ltd. 70,671 37.00 231,692 37.00<br />

Newton Power Ltd. 13,872 41.57 - -<br />

Equity method by DNI<br />

266,905 479,695<br />

Addtron Technology Co., Ltd. 22,132 70.00 - -<br />

Subtotal 1,706,706 1,765,291<br />

Investee Company<br />

Cost method by the Company<br />

Macronix International Co., Ltd. $ 279,508 3.04 $ 423,149 4.60<br />

Loyalty Founder Enterprise Co., Ltd. 126,716 14.70 126,716 14.85<br />

<strong>Delta</strong> <strong>Electronics</strong> (Thailand) Public Co., Ltd. 94,434 6.05 57,751 6.02<br />

Acute Applied Technology Inc. 89,294 16.36 59,294 20.00<br />

WK Technology Fund 76,332 5.60 68,255 5.09<br />

WK Technology Fund IV 70,500 5.88 70,500 5.88<br />

WK Technology Fund V 70,000 5.83 70,000 5.83<br />

D-Link Co., Ltd. 68,174 0.36 68,174 0.36<br />

Optronics International Co., Ltd. 65,912 16.48 65,912 16.48<br />

Zenitron Corporation 60,000 2.50 - -<br />

Sheng Hua Venture Capital Corp. 50,000 2.50 - -<br />

WK Technology Fund III 42,450 3.54 42,450 3.54<br />

Betacera Inc. 39,000 19.96 39,000 19.96<br />

Golden Card Multimedia Technology Co., Ltd. 35,040 9.79 35,040 7.82<br />

Susumu Co., Ltd. 34,679 5.77 34,679 5.77<br />

Prominent Communications, Inc. 31,395 (Note 1) 32,210 (Note 1)<br />

Advanced Display Systems, Inc. - (Note 1) 55,010 (Note 1)<br />

Others 49,587 - 51,907 -<br />

Cost method by DIH<br />

1,283,021 1,300,047<br />

<strong>Delta</strong> <strong>Electronics</strong> (Thailand) Public Co., Ltd. 2,652,011 10.51 317,333 2.22<br />

D-Link Co., Ltd. 623,341 3.62 639,523 3.62<br />

SynQor LLC 94,185 (Note 2) - -<br />

KC Technology Inc. 15,697 (Note 1) 16,105 (Note 1)<br />

3,385,234 972,961<br />

Subtotal 4,668,255 2,273,008<br />

Total<br />

(Note 1): Preferred stock.<br />

(Note 2): Convertible bonds.<br />

$ 6,374,961 $ 4,038,299<br />

30


31<br />

B. Except for DIH and DNI, which were included in the consolidation as described in Note 2, the other<br />

majority-owned investments are accounted for under equity method because they do not meet the criteria<br />

for consolidation as described in Note 2.<br />

C. The investment income for <strong>1999</strong> and 1998 of <strong>Delta</strong> <strong>Electronics</strong> (Japan) Inc. and <strong>Delta</strong> <strong>Electronics</strong> Europe<br />

Ltd. (DEU) amounting to $841 and $3,960, respectively, were recognized based on the investee companies'<br />

financial statements, which were audited by other auditors. The <strong>1999</strong> and 1998 investment income from<br />

DEU were recognized based on the Company's 1998 and 1997 ownership ratio applied to DEU's 1998 and<br />

1997 financial statements. Except for the investee companies mentioned, the investment loss of other longterm<br />

investments under equity method for the years ended December 31, <strong>1999</strong> and 1998 amounting to<br />

$58,681 and $118,253, respectively, were recognized based on the audited financial statements of these<br />

investee companies on the same year.<br />

The financial statements of DIH were audited by other auditor. The investment loss for <strong>1999</strong> and 1998<br />

amounting to $164,394 and $26,484 respectively, were recognized based on the investee company's<br />

financial statements.<br />

In December <strong>1999</strong>, DNI invested in Addtron Technology Co., Ltd. DNI did not recognize the investment<br />

income or loss in <strong>1999</strong> due to the short holding period from date of investment and DNI considered the<br />

effect as not material.<br />

D. The Company invested in Acute Applied Technology Inc. (AATI), representing 20% of AATI's voting rights<br />

in the third quarter of 1998. The Company recognized the investment loss amounting to $706 in 1998<br />

based on AATI's audited financial statements on the same year. During the second quarter of <strong>1999</strong>, the<br />

Company's percentage ownership changed to 16.36% because of the employee stock subscription and<br />

technical shares in the new shares issued by AATI. As a result, the Company did not recognize investment<br />

income commencing <strong>1999</strong>.<br />

E.<br />

F.<br />

The investee company, Luke Network Consulting Co., Ltd., accounted for under equity method was<br />

liquidated in October <strong>1999</strong>. The Company recognized the investment loss amounting to $184 in <strong>1999</strong>.<br />

The investee company, Advanced Display Systems, Inc. (ADS), had a negative net worth as of December 31,<br />

<strong>1999</strong>. The Company considered the recovery of this investment is unlikely and recognized investment loss<br />

amounting to $55,010 in <strong>1999</strong>. As a result, the carrying value of the investment in ADS was reduced to<br />

NT$1 dollar as of December 31, <strong>1999</strong>.<br />

G. The Company and its consolidated subsidiaries received cash dividends from investee companies accounted<br />

for under cost method amounting to $113,197 and $104,352 in <strong>1999</strong> and 1998, respectively.


32<br />

5)<br />

Property, plant and equipment<br />

Appraisal<br />

Accumulated Net<br />

Item Original cost increment Total depreciation book value<br />

December 31, <strong>1999</strong><br />

Land<br />

Buildings and equipment<br />

Machinery and equipment<br />

Molds<br />

Computer and communication equipment<br />

Test equipment<br />

Motor vehicles<br />

Furniture and fixtures<br />

Leasehold improvements<br />

Prepayments for equipment and construction in progress<br />

December 31, 1998<br />

Land<br />

Buildings and equipment<br />

Machinery and equipment<br />

Molds<br />

Computer and communication equipment<br />

Test equipment<br />

Motor vehicles<br />

Furniture and fixtures<br />

Leasehold improvements<br />

Prepayments for equipment and construction in progress<br />

A. The appraisal increment of land in property, plant and equipment amounted to $202,232.<br />

The reserve for land value incremental tax amounted to $97,283 and the appreciation of assets amounted to $114,714 as of December 31, <strong>1999</strong>.<br />

B. Total capitalized interest amounted to $1,503 and $3,448 for the years ended December 31, <strong>1999</strong> and 1998, respectively.


33<br />

6) Short-term loans<br />

Unsecured bank loans<br />

Secured bank loans<br />

Materials import loans<br />

Credit lines<br />

Interest rates per annum<br />

7) Convertible bonds<br />

A. First foreign currency Europe convertible bonds<br />

Convertible bonds (at par value)<br />

Add: Interest payable on redemption<br />

Valuation on foreign currency<br />

A) On January 23, and February 27, 1997, following the approval from the Securities and Futures Commission<br />

(SFC), the Company issued 0.5% (net of tax) convertible bonds in the amount of US$110,000 thousand dollars.<br />

These convertible bonds cover a period of seven years and interest is payable annually on December 28 of each<br />

year.<br />

In accordance with the "Rules Governing Issuance and Conversion of Bonds," the investors may convert the<br />

bonds into the Company's common stock from April 6, 1997 to February 6, 2004. The unconverted bonds will<br />

be repaid at par value on maturity. The bonds converted to common stocks were US$107,284 thousand dollars<br />

and US$64,729 thousand dollars as of December 31, <strong>1999</strong> and 1998, respectively.<br />

The conversion price was initially set at $110 (dollars) per share on the issuance date, which was subsequently<br />

adjusted for capital increase. As of December 31, <strong>1999</strong> and 1998, the adjusted conversion prices were<br />

NT$63.6 (dollars) and NT$76.4 (dollars) per share, respectively.<br />

The investors may require the Company to redeem the bonds for cash at 137.39% of the bonds principal<br />

amount from March 6, 2002.<br />

B) The difference between the redemption price and the par value of bonds, recognized by the Company as<br />

interest expense and Interest Payable on Redemption, using the effective interest method in <strong>1999</strong> and 1998<br />

were $76,112 and $138,584, respectively.<br />

B. Second foreign currency Europe convertible bonds<br />

Convertible bonds (at par value)<br />

Add: Interest payable on redemption<br />

Valuation on foreign currency<br />

December 31,<br />

<strong>1999</strong> 1998<br />

December 31,<br />

<strong>1999</strong> 1998<br />

December 31,<br />

<strong>1999</strong> 1998<br />

A) On January 13 <strong>1999</strong>, following the approval from the SFC, the Company issued 1% (net of tax) convertible<br />

bonds in the amount of US$100,000 thousand dollars. These convertible bonds cover a period of seven years<br />

and interest is payable annually on December 28 of each year.<br />

In accordance with the "Rules Governing Issuance and Conversion of Bonds," the investors may convert the<br />

bonds into the Company's common stock from March 23, <strong>1999</strong> to January 23, 2006. The unconverted bonds<br />

will be repaid at par value on maturity. The bonds converted to common stock were US$97,780 thousand<br />

dollars as of December 31, <strong>1999</strong>.


The initial conversion price, which was set on the issuance date at $86 (dollars) per share, is adjusted for<br />

increase in common shares outstanding. As of December 31, <strong>1999</strong>, the adjusted conversion price was $71.6<br />

(dollars) per share.<br />

The investors may require the Company to redeem the bonds for cash at 114.85% of the bond principal<br />

amount as of February 23, 2002 or 129.39% of the bond principal amount as of February 23, 2004.<br />

B) The difference between the redemption price and the par value of bonds, recognized as interest expense and<br />

Interest Payable on Redemption, using the effective interest method in <strong>1999</strong> was $57,992.<br />

8)<br />

Long-term loan<br />

Bank Name Type of loan Collateral<br />

Industrial New products None<br />

Development development<br />

Bureau of the<br />

Ministry of<br />

Economic Affairs<br />

loan<br />

Less: Current portion<br />

Under the "Plan for Encouragement of Development of New Industrial Products of Guidance," the Company<br />

entered into a non-interest bearing loan agreement with the Industrial Development Bureau of the Ministry of<br />

Economic Affairs. The loan amount of $12,364 was fully drawn down in July 1997 and is repayable in 8 equal<br />

quarterly installments starting from October 1998.<br />

9) Reserve for retirement plan<br />

A. The Company has an employee retirement plan covering all regular employees. Under the plan, the pension<br />

benefits payable to employees are determined as follows:<br />

a. 2 months of average salary will be paid for each year of service for the first fifteen years.<br />

b. For the service period over 15 years, one month of average salary will be paid per year.<br />

c. There is a limitation of 45 months of average salary.<br />

d. A half year of service is credited for the service period shorter than a half year. For the service period of 6<br />

months and over, a whole year of service is credited.<br />

B. The balance of the pension fund of the Company and the subsidiary, DNI, which is deposited with the Central<br />

Trust of China, was $213,456 and $195,100 as of December 31, <strong>1999</strong> and 1998, respectively.<br />

C. Based on the measurement dates at December 31, <strong>1999</strong> and 1998, the related assumptions used to calculate the<br />

net periodic pension cost and the reconciliation of the funding status to accrued pension liability as of December<br />

31, <strong>1999</strong> and 1998 were as follows:<br />

Vested benefit obligation<br />

Non-vested benefit obligation<br />

Accumulated benefit obligation<br />

Additional benefits based on future<br />

salary increases<br />

Projected benefit obligation<br />

Fair value of plan assets<br />

Funded status<br />

Unrecognized transition obligation<br />

Unrecognized net gain<br />

Additional liabilities<br />

Accrued pension<br />

December 31,<br />

<strong>1999</strong> 1998<br />

December 31,<br />

<strong>1999</strong> 1998<br />

34


35<br />

The related assumptions were as follows:<br />

<strong>1999</strong> 1998<br />

Discount rate 6.00% 6.50%<br />

Expected return rate on plan assets 6.00% 6.25%<br />

The average ratio of salary increase 6.00% 6.00%<br />

D. The details related to net pension cost for <strong>1999</strong> and 1998 were as follows:<br />

<strong>1999</strong> 1998<br />

Service cost<br />

Interest cost<br />

Expected return on plan assets<br />

Unrecognized transition obligation<br />

Unrecognized pension (gain) loss<br />

Net pension cost<br />

10) Common stock<br />

The authorized capital of the Company amounted to $9,000,000. As of December 31, 1998, the outstanding capital<br />

of the Company amounted to $5,606,858. Based on the resolution adopted at the shareholders' meeting on May 12,<br />

<strong>1999</strong>, the Company issued 123,391,542 shares of common stock as stock dividends and employees' bonus by<br />

capitalizing retained earnings in the amount of $1,233,915 during <strong>1999</strong>. In <strong>1999</strong>, $504,568 (50,456,831 shares) of<br />

new share entitlement certificates were converted into common shares. As of December 31, <strong>1999</strong>, the total issued<br />

and outstanding common stock was 734,534,144 shares at $10 (dollars) par value per share.<br />

11) New share entitlement certificates<br />

When the holders of convertible bonds exercise their conversion right during the year, the Company issues new<br />

share entitlement certificates to these holders. Issuance of new shares in exchange for the certificates is made at<br />

capital incremental date or year-end. The rights and obligations of the holders of the certificates are the same as<br />

those of the shareholders of common stock, except that they are excluded from participating in the distribution of<br />

prior year's earnings and subscription of new shares.<br />

As of December 31, <strong>1999</strong>, the issued and outstanding new share entitlement certificates amounted to $132,230.<br />

12) Capital reserve<br />

Premium from conversion of convertible bonds<br />

Appreciation on revaluation of asset<br />

Gain on disposal of property, plant and<br />

equipment, net of income tax<br />

Long-term investment - adjustment to reflect<br />

proportionate share of subsidiaries' net assets<br />

Unpaid interest payable of convertible bonds<br />

Adjustment due to change in capital reserve<br />

of the investee companies<br />

Transfer of gain on disposal of property, plant<br />

and equipment to capital reserve by the<br />

investee companies<br />

December 31,<br />

<strong>1999</strong> 1998<br />

A. The Company Law of R.O.C requires that the capital reserve shall be exclusively used to cover accumulated<br />

deficit or increase capital and shall not be used for any other purposes.<br />

B. The Securities Exchange Law of R.O.C and related regulations require that the utilization of capital reserve from<br />

appreciation on revaluation of land for capital increase is limited to once each year, and shall not exceed 10% of<br />

the appreciation on revaluation of land and 10% of the Company's outstanding capital stock for each capital<br />

increase.


13) Legal reserve<br />

The R.O.C Company Law requires that the Company shall set aside 10% of its net income as the legal reserve after<br />

covering prior years' losses until the legal reserve equals the capital stock balance. The legal reserve can be used<br />

only to cover an accumulated deficit or increase capital. The legal reserve can be used to increase capital only when<br />

the reserve exceeds 50% of capital stock, and should be limited to 50% of the excess portion of the reserve.<br />

14) Undistributed earnings<br />

A. Based on the Company's Articles of Incorporation, as revised in the shareholders' meeting on May 15, 1998, the<br />

current year's earnings, if any, shall be distributed in the following order:<br />

a) Payment of all taxes and dues.<br />

b) Cover prior years' operating losses, if any.<br />

c) After deducting (a) and (b), set aside 10% of the remaining amount as legal reserve.<br />

d) After deducting items (a), (b) and (c), allocate up to 1% of the remaining amount as directors' and supervisors'<br />

remuneration.<br />

e) After deducting items (a), (b) and (c), allocate at least 3% of the remaining amount as employees' bonus.<br />

f) After deducting items (a), (b), (c), (d) and (e), distribute the remaining amount as dividends and shareholders'<br />

bonus or keep as retained earnings according to the resolution of the meeting of stockholders.<br />

B. The new Taiwan imputation tax system requires that any undistributed current earnings, on tax basis, of a<br />

company derived on or after January 1, 1998 be subject to an additional 10% corporate income tax if the earnings<br />

are not distributed before a specific time. This 10% additional tax on undistributed earnings paid by the company<br />

can be used as tax credit by the shareholders, including foreign shareholders, against the withholding tax on<br />

dividends. In addition, the domestic shareholders can claim a proportionate share in the company's corporate<br />

income tax as tax credit against its individual income tax liability effective 1998.<br />

As of December 31, <strong>1999</strong>, the undistributed current earnings in 1998 of the subsidiary, DNI is subject to an<br />

additional 10% corporate tax amounting to $43.<br />

C. The information on these undistributed earnings and tax credit of the Company are as follows:<br />

Before December 31, 1998<br />

<strong>1999</strong><br />

15) Income tax<br />

Imputation Estimated<br />

Undistributed tax credit creditable<br />

earnings account balance ratio<br />

A. Deferred income tax assets and liabilities as of December 31, <strong>1999</strong> and 1998 were as follows:<br />

A) Total deferred income tax assets<br />

B) Allowance for deferred income tax assets<br />

C) Total deferred income tax liabilities<br />

D) The components of deferred income tax assets and liabilities were as follows:<br />

December 31,<br />

<strong>1999</strong> 1998<br />

36


37<br />

Undeposited pension<br />

Unrealized foreign<br />

exchange loss, net<br />

Royalty payable<br />

Reserve for decline<br />

in market value and<br />

inventory obsolescence<br />

Others, net<br />

Investment tax credits<br />

Investment income<br />

accounted for under<br />

the equity method<br />

B. Net deferred income tax assets - current<br />

Deferred income tax assets - current<br />

Deferred income tax liabilities - current<br />

Net deferred income tax assets - current<br />

(shown as other current assets in the balance sheet)<br />

C. Net deferred income tax liabilities - noncurrent<br />

Deferred income tax assets - noncurrent<br />

Allowance for deferred income tax assets<br />

- noncurrent<br />

Net deferred income tax assets - noncurrent<br />

Deferred income tax liabilities - noncurrent<br />

Net deferred income tax liabilities - noncurrent<br />

December 31, <strong>1999</strong> December 31, 1998<br />

Original Original<br />

amount Tax effects amount Tax effects<br />

D. Income taxes payable (refundable) for the years ended December 31, <strong>1999</strong> and 1998 were arrived at as follows:<br />

Deferred tax assets - non-current<br />

Additional 10% corporate income tax on<br />

undistributed earnings<br />

Current year's income tax expense<br />

Effect of deferred income tax<br />

Over provision of income tax in prior years<br />

Less: Income subject to separate tax<br />

Prepaid income tax and tax withheld<br />

Others<br />

Income tax payable (refundable)<br />

December 31,<br />

<strong>1999</strong> 1998<br />

December 31,<br />

<strong>1999</strong> 1998<br />

<strong>1999</strong> 1998<br />

E. As of December 31, <strong>1999</strong>, the unused investment tax credits for the procurement of machinery and equipment,<br />

R & D and training expenditures of the Company and subsidiary, DNI amounted to $502,643. The tax credits<br />

will expire in 2003.<br />

F. The Company's income tax returns have been assessed and approved by the Tax Authority up to 1997. In 1994,<br />

additional income tax payable amounting to $7,421 was assessed. As the Company applied for a reassessment in<br />

April, 1997, no accrual was made for this tax liability. However, in accordance with the instructions from the Tax<br />

Authority, the Company provided the certificates of time deposit amounting to $7,900 in June 1997 to guarantee


payment of the final tax assessment. The reassessment is still in process by the Tax Authority as of December 31,<br />

<strong>1999</strong>.<br />

DNI's, consolidated subsidiary, 1998 income tax return has not yet been assessed and approved by the Tax<br />

Authority.<br />

16) Earnings per share<br />

Net income (A)<br />

Outstanding common shares at beginning of the year<br />

Weighted average outstanding common shares from new share entitlement<br />

certificates converted during the year<br />

Issuance of stock dividends from<br />

distribution of earnings<br />

Weighted average outstanding common shares arising from capitalization<br />

of employees' stock bonus from distribution of earnings<br />

Weighted average outstanding common shares at end of the year (B)<br />

Retroactively adjusted of stock dividends from distribution of earnings (20%)<br />

Retroactive adjustment weighted average outstanding common shares (C)<br />

Earnings per share (A/B)<br />

(In New Taiwan dollars)<br />

Retroactively adjusted earnings per share (A/C) (In New Taiwan dollars)<br />

5. RELATED PARTY TRANSACTIONS<br />

1) Names and relationship of related parties<br />

Names of related parties Relationship with the Company<br />

Cyntec Co., Ltd. (Cyntec) Investee company accounted for under the equity method<br />

Vivitek Co., Ltd. (Vivitek) Investee company accounted for under the equity method<br />

Yuasa <strong>Delta</strong> Technology Inc. (YDT) Investee company accounted for under the equity method<br />

Addtron Technology Co., Ltd. (AT) Investee company accounted for under the equity method<br />

<strong>Delta</strong> <strong>Electronics</strong> (Japan) Inc. (DEJ) Investee company accounted for under the equity method<br />

<strong>Delta</strong> <strong>Electronics</strong> Europe Ltd. (DEU) Investee company accounted for under the equity method<br />

<strong>Delta</strong> <strong>Electronics</strong> (Thailand) Public Co., Ltd. Certain shareholders of the Company are shareholders of<br />

(DET) DET (Note 2)<br />

Note 1: As discussed in Note 4(4), no investment income or loss was recognized in <strong>1999</strong> in the investment in AT.<br />

Note 2: In <strong>1999</strong>, DET became a new related party. In accordance with the regulations of SFC, which became<br />

effective in <strong>1999</strong>, certain prior period amounts relevant to DET are presented for comparative<br />

information purposes only.<br />

2) Significant transactions with related parties<br />

A. Sales<br />

<strong>1999</strong> 1998<br />

% of net<br />

% of net<br />

consolidated<br />

consolidated<br />

operating<br />

operating<br />

Amount revenues Amount revenues<br />

DEU<br />

DET<br />

DEJ<br />

AT<br />

Others<br />

- - -<br />

7<br />

Sales to related parties are made on the same terms and conditions as those to third parties.<br />

<strong>1999</strong> 1998<br />

38


39<br />

B. Service revenue<br />

DET<br />

C. Other income (royalty income)<br />

YDT<br />

D. Purchases<br />

DEJ<br />

DET<br />

Others<br />

Purchases from related parties are made at same terms and conditions as those to third parties.<br />

E. Accounts receivable<br />

DEU<br />

DET<br />

Others<br />

Less: Allowance for<br />

doubtful accounts<br />

F. Other receivables<br />

DET<br />

YDT<br />

Others<br />

<strong>1999</strong> 1998<br />

% of net % of net<br />

consolidated consolidated<br />

operating operating<br />

Amount revenues Amount revenues<br />

<strong>1999</strong> 1998<br />

% of net % of net<br />

consolidated consolidated<br />

other other<br />

Amount income Amount income<br />

<strong>1999</strong> 1998<br />

% of net % of net<br />

consolidated consolidated<br />

Amount purchases Amount purchases<br />

<strong>1999</strong> 1998<br />

% of net % of net<br />

consolidated consolidated<br />

accounts accounts<br />

Amount receivable Amount receivable<br />

December 31,<br />

<strong>1999</strong> 1998


G. Accounts payable<br />

DET<br />

DEJ<br />

Others<br />

H. Endorsements and guarantees<br />

December 31,<br />

<strong>1999</strong> 1998<br />

%of %of<br />

consolidated<br />

consolidated<br />

accounts<br />

accounts<br />

Amount payable<br />

Amount payable<br />

The amounts of endorsements and guarantees provided by the Company on behalf of related parties as of<br />

December 31, <strong>1999</strong> and 1998 are listed below:<br />

December 31,<br />

<strong>1999</strong> 1998<br />

DEJ<br />

DEU<br />

Vivitek<br />

Cyntec<br />

6. DETAILS OF ASSETS MORTGAGED<br />

As of December 31, <strong>1999</strong> and 1998, the details of assets mortgaged by the Company and DIH were as follows:<br />

Book value<br />

Assets item Dec. 31, <strong>1999</strong> Dec. 31, 1998 Purpose of pledge<br />

Land Short-term and long<br />

- term loans<br />

Buildings and equipment<br />

Time deposits (shown in<br />

Short-term and long<br />

- term loans<br />

other current assets) Tax reassessment<br />

Total credit line secured by the above mortgaged assets was $189,309 and $294,528 as of December 31, <strong>1999</strong> and<br />

1998, respectively.<br />

7. COMMITMENTS AND CONTINGENT LIABILITIES<br />

In addition to those which have been disclosed in Notes 4(15), 5 and 6, the significant commitments and<br />

contingent liabilities of the Company as of December 31, <strong>1999</strong> and 1998 were as follows:<br />

1) As of December 31, <strong>1999</strong> and 1998, the unpaid portion of the outstanding letters of credit was $71,550 and<br />

$139,638, respectively.<br />

2) Except for those which have been disclosed in Note 5, as of December 31, <strong>1999</strong> and 1998, the amount of<br />

guarantees the Company provided to a certain company is listed below:<br />

December 31,<br />

<strong>1999</strong> 1998<br />

<strong>Delta</strong> Product Corp. (USA)<br />

3) As of December 31, <strong>1999</strong>, the outstanding contract for the minimum rent of the office, building and warehouse<br />

of the Company and the subsidiaries, DIH and DNI were $50,819. The details are as follows:<br />

2000<br />

After 2001<br />

40


41<br />

8. MAJOR CATASTROPHE<br />

No significant event has transpired which impacted the Company's and the consolidated subsidiary's operations.<br />

9. SUBSEQUENT EVENTS<br />

1) According to the resolution of the Company's Board of Directors on December 27, <strong>1999</strong>, the Company will issue<br />

foreign currency convertible bonds amounting to US$200 million. Following the approval from the SFC, the<br />

Company issued convertible bonds in the amount of US$200 million (received $6,142,400) on February 15, 2000.<br />

These convertible bonds have 0% interest and cover a period of five years.<br />

2) The Company invested in the new shares issued by Macronix International Co., Ltd. amounting to $92,684,<br />

representing 3,089,500 shares at NT$30 (dollars) per share. The transaction was ratified by the Company's Board<br />

of Directors on January 20, 2000. The Company's shareholding ratio changed from 3.04% to 2.99%.<br />

3) The Company invested $202,500 in the new shares issued by Grand Advance Technology Ltd. (GAT), representing<br />

8,100,000 shares at NT$25 (dollars) per share. The transaction was ratified by the Company's Board of Directors<br />

on February 19, 2000. As a result, the shareholding ratio in GAT decreased from 36% to 34.2%.<br />

4) The subsidiary of the Company, DIH, issued 4,500,000 new shares at US$8.73 (dollars) per share to increase its<br />

working capital and invest in <strong>Delta</strong> <strong>Electronics</strong> (Thailand) Public Co., Ltd. (DET). According to the resolution of<br />

the Company's Board of Directors on January 24, 2000, based on its current ownership percentage, the Company<br />

purchased DIH's 4,230,000 shares for US$36,928 thousand.<br />

After DIH's additional investment in DET in January, 2000, the Company's direct and indirect shareholding ratio in<br />

DET is above 20%. Commencing January 2000, the Company will recognize investment income or loss in DET<br />

under equity method and amortize the difference between cost and net assets<br />

5) On January 19, 2000, SFC approved the subsidiary's, DNI, application for public issuance of its stocks, and DNI<br />

accordingly, issued 30,000,000 new shares. On February 22, 2000, the Company invested $207,000, representing<br />

20,700,000 shares. The Company's shareholding ratio in DNI decreased from 99.99% to 86.71%.<br />

10. OTHERS<br />

1) The 1998 consolidated financial statements have been restated to reflect the consolidated reporting entities of DIH.<br />

Certain accounts in the 1998 consolidated financial statements have been reclassified to conform with the<br />

presentation adopted for <strong>1999</strong>.<br />

2) Fair value of non-derivative assets and liabilities<br />

December 31, <strong>1999</strong> December 31, 1998<br />

Book Value Fair Value Book Value Fair Value<br />

ASSETS<br />

Non-derivative assets with<br />

fair values equal to book values<br />

Long-term investments and<br />

prepayment for long-term investment<br />

LIABILITIES<br />

Non-derivative liabilities with<br />

fair values equal to book values<br />

Reserve for retirement plan<br />

The related assumptions on the fair value of non-derivative assets and liabilities are as follows:<br />

A. Non-derivative assets and liabilities with fair values equal to book values.<br />

a. The carrying amounts of short-term non-derivative assets and liabilities including cash and cash equivalents, notes<br />

receivable and accounts receivable, other receivables, mortgaged time deposits shown as other current assets,


short-term loan, accounts payable, tax payable, accrued expenses, other payables and other current liabilities are<br />

their fair values because of their short-term maturities.<br />

b. The fair value of cash surrender value of life insurance is based on book value at balance sheet date.<br />

c. The fair values of deposits-out and deposits-in are based on book value, which are close to present value.<br />

d. The fair value of convertible bonds is based on book value at balance sheet date because of the recognition of<br />

interest payable on redemption, for the difference between the redemption price and the par value of bonds, and<br />

the translation into New Taiwan dollars at the rates of exchange prevailing at the balance sheet date.<br />

e. The fair value of long-term loans (including current portion) is based on book value, because there is no<br />

significant difference in the discounted value of future cash flows and the carrying amount of long-term loans.<br />

B. The fair values of long-term investments are their market values or the underlying equity in net assets and/or other<br />

financial information, if market value is not available.<br />

C. The fair value of reserve for retirement plan is the funded status based on the retirement actuarial report as of<br />

December 31, <strong>1999</strong>.<br />

3) Information on derivative transactions<br />

A. General information disclosure:<br />

a. Purpose:<br />

The Company and its consolidated subsidiary, DNI, entered into certain foreign currency option contracts,<br />

premium currency deposit, forward foreign currency contracts and cross currency swap contracts to hedge foreign<br />

exchange risks in foreign currency denominated accounts receivable.<br />

b. Par value, contract amount and notional principal amount: (in thousand)<br />

a) Foreign currency option contracts<br />

All of the foreign currency option contracts matured as of December 31, <strong>1999</strong>. The amounts of the outstanding<br />

option contracts, which the Company entered into with certain banks in 1998 were as follows:<br />

Purchase of option contracts<br />

Sale of option contracts<br />

b) Premium currency deposits<br />

All of the premium currency deposit matured as of December 31, <strong>1999</strong>. The Company did not enter into<br />

premium currency deposit with banks in 1998.<br />

c) Forward foreign currency contracts<br />

All of the forward foreign currency contract matured as of December 31, <strong>1999</strong>. The Company did not enter<br />

into forward foreign currency contract with banks in 1998.<br />

d) Cross currency swap contracts<br />

December 31, 1998<br />

Purchase amount Sale amount<br />

(NTD) (USD)<br />

The amount of the outstanding swap contracts, which the Company entered into with certain banks, as of<br />

December 31, <strong>1999</strong> were as follows:<br />

34 42


43<br />

Forward contract receivable<br />

Forward contract payable - foreign currency<br />

(US$35,000 thousand dollars)<br />

Interest receivable<br />

Interest payable - foreign currency<br />

(US$110 thousand dollars)<br />

The Company did not enter into cross currency swap contracts with banks in 1998.<br />

c. Term and characteristics of the derivative contracts:<br />

a) Terms:<br />

i) Foreign currency option contracts<br />

The premiums of both options are to be offset and the net premium receivable of the Company and its<br />

consolidated subsidiary, DNI, was US$20 thousand in <strong>1999</strong> and 1998, respectively, and the related exchange<br />

gain from the matured option contracts was $9,776 and $20,062, respectively.<br />

ii) Foreign currency deposit contracts<br />

The Company received the premium amounting to US$39 thousand in <strong>1999</strong>, and the related exchange loss<br />

from the matured contracts was $1,017.<br />

iii) Forward foreign currency contracts<br />

The related exchange loss from the matured forward foreign currency contracts was $66 in <strong>1999</strong>.<br />

iv) Cross currency swap contracts<br />

As of December 31, <strong>1999</strong>, outstanding contracts were as follows: (in thousand)<br />

Forward contract receivable<br />

($221,340 each month)<br />

Forward contract payable<br />

- foreign currency (US$7,000 each month)<br />

Rate of interest receivable<br />

Rate of interest payable - foreign currency<br />

Exercise rate (USD to NTD)<br />

Exercise dates (the 13th of each month)<br />

b) Credit risk:<br />

The banks, which the Company and its consolidated subsidiary, DNI, deal with, are all in good credit standing<br />

and, therefore, the possibility is low for the banks not to comply with the terms of the contracts. In the event<br />

that the banks fail to comply with the contracts, these will not cause any major loss to the Company and its<br />

consolidated subsidiary, DNI.<br />

c) Market risk:<br />

The Company and its consolidated subsidiary, DNI, entered into these contracts in order to hedge foreign<br />

exchange losses. Due to the nature, there is no material market risk.<br />

d) Future cash flow and period:<br />

December 31, <strong>1999</strong><br />

December 31, <strong>1999</strong><br />

As of December 31, <strong>1999</strong>, there are only cross currency swap contracts still outstanding.


When the contracts mature, there will be $1,106,700 cash inflows and US$35,000 thousand cash outflows and<br />

related interest income was $12,962 and interest expense was US$565 thousand.<br />

e) Accounting policies:<br />

See Note 2.<br />

d. Market value and book value:<br />

As of December 31, <strong>1999</strong>, the market value and book value of the outstanding cross currency swap contracts are as<br />

follows:<br />

Forward contract receivable<br />

Forward contract payable - foreign currency<br />

Net book value (shown as other receivable)<br />

Market value<br />

B. Additional disclosure<br />

Pursuant to the terms of the contracts, the premiums are delivered or paid on the trade date. As a result, neither<br />

receivable or payable of premiums were recognized as<br />

of December 31, <strong>1999</strong>.<br />

4) Elimination of transactions between intercompanies:<br />

December 31, <strong>1999</strong><br />

Intercompanies name Abbreviated name<br />

<strong>Delta</strong> International Holding Ltd. DIH<br />

<strong>Delta</strong> Networks, Inc. DNI<br />

<strong>Delta</strong> <strong>Electronics</strong> International Ltd. DEIL<br />

<strong>Delta</strong> Video Technology Ltd. DVT<br />

<strong>Delta</strong> <strong>Electronics</strong> Components (Thailand) Co., Ltd. DEC<br />

<strong>Delta</strong> Power Sharp Ltd. DPS<br />

Newton Power Ltd. NPL<br />

Significant transactions between the Company (DEI) and intercompanies are eliminated when preparing consolidated<br />

financial statements. The details are as follows:<br />

44


45<br />

Transactions Companies Amount<br />

1. Elimination of long-term investments<br />

(1) Long-term investments, stockholders' equity<br />

and minority interest DEI, DIH and DNI<br />

(2) Elimination of investment income or loss<br />

recognized (including realized and unrealized<br />

gain or loss from DIH) DEI, DIH and DNI<br />

(3) Elimination of upstream transactions DEIL and DEI<br />

2. Elimination of intercompany receivable and<br />

payable accounts<br />

(1) Accounts receivable and accounts payable of DEI, DIH, DEIL, DVT,<br />

downstream transactions DEC, DPS and NPL<br />

(2) Accounts receivable and accounts payable of<br />

upstream transactions DEI, DIH and DNI<br />

(3) Accounts receivable and accounts payable of<br />

sidestream transactions DNI and DEIL<br />

3. Elimination of profit and loss accounts<br />

(1) Sales and purchases transactions<br />

A. Downstream transactions<br />

A) Elimination of sales and purchases<br />

transactions DEI, DEIL, DVT and DEC<br />

B) Elimination of unrealized gain of<br />

beginning inventories DEI and DEIL<br />

C) Elimination of unrealized gain of<br />

ending inventories DEI and DEIL<br />

B. Upstream transactions<br />

Elimination of sales and purchases DEIL and DEI, DNI and DEI<br />

C. Sidestream transactions<br />

Elimination of sales and purchases DEIL and DNI, DNI and DEIL<br />

(2) Services revenue, sales expenses, management<br />

and administrative expenses DEI, DEIL, DNI and DEIL<br />

4. Elimination of minority interest DEI and DIH<br />

5. Elimination of others transactions<br />

(1) Leased assets transferred to property, plant and<br />

equipment DEI and DNI<br />

(2) Depreciation expenses of leased assets DEI and DNI<br />

(3) Deposits-in and deposits-out DEI and DNI<br />

(4) Elimination of rent revenue DEI and DNI


46<br />

11. DISCLOSURE OF INFORMATION ON INDIRECT INVESTMENTS IN MAINLAND CHINA<br />

A. Basic information<br />

The basic information of investments in Mainland China as of December 31, 1998 were as follows: (Amounts: in thousand of dollars)<br />

Shares held by the<br />

Name of investee Company Investment amount Description<br />

in Mainland China Main activities of investee Capital (Direct and indirect) and method of variance<br />

<strong>Delta</strong> <strong>Electronics</strong> a. The operation: RMB 94.00 % Invested by DIH by cash -<br />

(Dong Guan) Manufacturing of transformers (capacity not exceeding (converted to and machinery<br />

Co., Ltd. 1000VA), switching power supplies, color monitor, etc.<br />

b. The effect:<br />

Lower operating cost due to cheaper labor, ease of<br />

recruitment and low labor turnover<br />

)<br />

Deltron - Cimic a. The operation: RMB 15.91 % Invested by DIH by cash -<br />

Electric and Manufacturing and sales of electronic products,<br />

(converted to<br />

<strong>Electronics</strong> Co., electronic ballasts for energy saving lighting, )<br />

Ltd. (Shang Hai) color monitors (size: 17'' and below), CD-ROMs,<br />

inductors under 100 VA (coil only), spare parts for<br />

products listed under code 8504, other DC-DC<br />

converters, uninterruptible power systems, and<br />

transformers (capacity not exceeding 1000 VA)<br />

b. The effect:<br />

Sales expansion in Mainland China, with the<br />

increase in service outlets<br />

(Note)<br />

<strong>Delta</strong> <strong>Electronics</strong> a. The operation: RMB 94.00% Invested by DIH by cash -<br />

Industrial (Dong Manufacturing and sales of electronic ballast for (converted to<br />

Guan) Co., Ltd. energy saving lighting and interface cards<br />

b. The effect:<br />

Lower operating cost due to cheaper labor, ease<br />

of recruitment and lower labor turnover<br />

)<br />

(Note): The investments in RMB were converted to US at the exchange rate of RMB8.292.<br />

<strong>Delta</strong> <strong>Electronics</strong> a. The operation:<br />

RMB 94.00% Invested by DIH by cash -<br />

Components Manufacturing and sales of transformers (converted to<br />

(Dong Guan) Co., (capacity not exceeding 1000 VA), interface cards,<br />

battery and other related products<br />

b. The effect:<br />

Lower operating cost due to cheaper labor, ease<br />

of recruitment and lower labor turnover<br />

)<br />

<strong>Delta</strong> <strong>Electronics</strong> a. The operation:<br />

- 94.00% Invested by DIH by -<br />

Power (Dong Manufacturing and sales of other power supplies, (Note) machinery<br />

Guan) Co., Ltd switching power supplies, transformers,<br />

inductors under 100VA (coil only), spare parts for<br />

products listed under code 8504, case, uninterruptible<br />

power systems<br />

b. The effect:<br />

Lower operating cost due to cheaper labor, ease of<br />

recruitment and lower labor turnover<br />

Green Energy a. The operation:<br />

RMB 33.59% Invested by YDT -<br />

(Tianjin) Manufacturing and sales of battery and related products (converted to International Holding<br />

Technology Ltd.<br />

b. The effect:<br />

Lower operating cost due to cheaper labor, ease of<br />

recruitment and lower labor turnover<br />

) Ltd. by cash<br />

(Note): The capital has not been approved as of December 31, <strong>1999</strong> by the Mainland China authorities.


B. Change in investment balances and profit/loss recognized from the indirect investment (Amounts: in thousand of US dollars)<br />

Name of investee<br />

Beginning<br />

investment Increase Decrease Ending balance Valuation Method of remittance<br />

in Mainland China balance Reason Amount Reason Amount of investment method investment profit / loss<br />

<strong>Delta</strong> Electronic<br />

(Dong Guan) Co., Ltd.<br />

$ 42,849 (Note 1) $ 4,605 - $ - $ 47,454 Equity method Remitted by DIH<br />

Deltron - Cimic Electric<br />

and <strong>Electronics</strong> Co., Ltd. (Shang Hai)<br />

3,219 - - (Note 1) 154 3,065 Equity method Remitted by DIH<br />

<strong>Delta</strong> <strong>Electronics</strong> Industrial<br />

(Dong Guan) Co., Ltd.<br />

1,800 (Note 2) 2,882 - - 4,682 Equity method Remitted by DIH<br />

<strong>Delta</strong> <strong>Electronics</strong> Components<br />

(Dong Guan) Co., Ltd.<br />

2,700 (Note 2) 4,730 - - 7,430 Equity method Remitted by DIH<br />

<strong>Delta</strong> <strong>Electronics</strong> Power<br />

(Dong Guan) Co., Ltd.<br />

- (Note 3) - (Note 1) 567 ( 567) Equity method Remitted by DIH<br />

Green Energy (Tianjin) 1,588 - - (Note 1) 2,238 ( 650) Equity method Remitted by YDT International<br />

Technology Ltd. Holding Ltd.<br />

in Mainland China <strong>1999</strong> 1998 <strong>1999</strong> 1998<br />

fair value<br />

<strong>Delta</strong> <strong>Electronics</strong><br />

(Dong Guan) Co., Ltd.<br />

$ 5,636 $ 1,095 $ 4,641 $ 1,368 $ 47,454<br />

Deltron - Cimic Electric<br />

and <strong>Electronics</strong> Co., Ltd. (Shang Hai)<br />

2,255 6,534 1,447 6,116 4,490<br />

<strong>Delta</strong> <strong>Electronics</strong> Industrial<br />

(Dong Guan) Co., Ltd.<br />

( 662) - ( 667) - 4,682<br />

<strong>Delta</strong> <strong>Electronics</strong> Components<br />

(Dong Guan) Co., Ltd.<br />

( 997) - ( 1,019) - 7,430<br />

<strong>Delta</strong> <strong>Electronics</strong> Power<br />

(Dong Guan) Co., Ltd.<br />

( 326) - ( 567) - ( 567)<br />

Green Energy (Tianjin) Technology<br />

Ltd.<br />

( 1,451) ( 1,125) ( 2,238) ( 2,224) ( 650)<br />

(Note 1): Based on the investment gain or loss recognized and exchange rate effects.<br />

(Note 2): Based on the capital increase, investment gain or loss recognized and exchange rate effects.<br />

(Note 3): The capital has not been approved as of December 31, <strong>1999</strong> by the Mainland China authorities.<br />

C. Major transactions with the investee in Mainland China:<br />

Investment amount over US$1,000<br />

Operating revenue Income before tax<br />

Name of investee Net worth or<br />

Major transactions between the Company and investee companies in Mainland China were through <strong>Delta</strong> <strong>Electronics</strong> International Ltd. (DEIL) in British Virgin Island. The details were as follows:<br />

% of DEIL's Accounts % of DEIL's accounts<br />

Name of investee in Mainland China Purchases/sales Amount purchase or sales receivable (payable) receivable (payable)<br />

<strong>Delta</strong> <strong>Electronics</strong> (Dong Guan) Co., Ltd. Purchases $ 5,270,427 22 ($ 4,130,937) ( 16)<br />

<strong>Delta</strong> <strong>Electronics</strong> Industrial (Dong Guan) Co., Ltd. Purchases 5,141,726 22 ( 5,141,726) ( 19)<br />

<strong>Delta</strong> <strong>Electronics</strong> Components (Dong Guan) Co., Ltd. Purchases 682,970 3 ( 682,970) ( 3)<br />

<strong>Delta</strong> <strong>Electronics</strong> Power (Dong Guan) Co., Ltd. Purchases 11,074,528 46 ( 11,074,528) ( 42)<br />

<strong>Delta</strong> <strong>Electronics</strong> (Dong Guan) Co., Ltd. Sales 5,386,320 10 5,386,320 17<br />

<strong>Delta</strong> <strong>Electronics</strong> Industrial (Dong Guan) Co., Ltd. Sales 5,499,292 10 5,499,292 18<br />

<strong>Delta</strong> <strong>Electronics</strong> Components (Dong Guan) Co., Ltd. Sales 810,282 2 810,282 3<br />

<strong>Delta</strong> <strong>Electronics</strong> Power (Dong Guan) Co., Ltd. Sales 10,688,597 20 10,688,597 34<br />

Deltron-Cimic Electric and <strong>Electronics</strong> Co., Ltd. (Shang Hai) Sales 523,208 1 344,794 1<br />

All of the above transactions were eliminated in the consolidated financial statements.<br />

47


48<br />

12. Disclosure information of investee company<br />

The information of the consolidated subsidiary, DIH, was based on the reports of the other auditors. Pursuant to the SFC requirements, the related information of the Company, the subsidiary and the<br />

investee company are as follows:<br />

A. Financing activities to any company or person: None.<br />

B. Guarantee information:<br />

The limit The highest The outstanding The amount of<br />

The ratio of<br />

accumulated guarantee The ceiling of the<br />

The Company or investee companies Name of parties Relationship with of guarantee outstanding guarantee guarantee amount guarantee with amount to net value outstanding guarantee<br />

Number Name being guaranteed the Company for such party amount for <strong>1999</strong> at 12/31/<strong>1999</strong> collateral placed of the Company to the respective party<br />

(Note 1) (Note 2) (Note 3)<br />

0 <strong>Delta</strong> <strong>Electronics</strong>, Inc. <strong>Delta</strong> <strong>Electronics</strong><br />

(Japan) Inc.<br />

1 $ 615,200 $ 452,172 $ 452,172 - 2.23% (Note 4)<br />

0 <strong>Delta</strong> <strong>Electronics</strong>, Inc. <strong>Delta</strong> Products Corp.<br />

(USA)<br />

2 313,950 313,950 313,950 - 1.55% (Note 4)<br />

0 <strong>Delta</strong> <strong>Electronics</strong>, Inc. <strong>Delta</strong> <strong>Electronics</strong><br />

Europe Ltd.<br />

2 313,950 78,487 78,487 - 0.39% (Note 4)<br />

(Note 1): Number 0 represents the Company.<br />

(Note 2): Number 1 means the Company directly owns over 50% of the shares of the subsidiary.<br />

Number 2 means the Company has business transactions with the investee.<br />

(Note 3): The limit was determined by the Board of Directors.<br />

(Note 4): In accordance with the guarantee procedure of the Company, the Company's guarantee to others should not be in excess of 80% of the Company's net assets.<br />

As of December 31, <strong>1999</strong>, the maximum amount of guarantee that the Company can provide was $16,205,155.<br />

C. Marketable securities held by Company at December 31, <strong>1999</strong>:<br />

December 31, <strong>1999</strong><br />

The Company or Kind of Name of The relationship of the General Number Market value<br />

investee companies marketable securities marketable securities issuers with the Company ledger accounts of shares Book value Percentage (Note 1)<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock <strong>Delta</strong> Optoelectronics, Inc. Investee company accounted for<br />

under the equity method<br />

Long-term investments 10,992,000 $ 95,863 99.93 $ 95,863<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Vivitek Co., Ltd. Investee company accounted for<br />

under the equity method<br />

Long-term investments 21,101,385 48,211 75.36 48,211<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock <strong>Delta</strong> <strong>Electronics</strong> (Japan) Inc. Investee company accounted for<br />

under the equity method<br />

Long-term investments 2,280 37,131 60.00 37,131<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Cyntec Co., Ltd. Investee company accounted for<br />

under the equity method<br />

Long-term investments 37,487,460 758,542 53.55 757,932<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock <strong>Delta</strong> <strong>Electronics</strong> Europe Ltd. Investee company accounted for<br />

under the equity method<br />

Long-term investments 120,000 5,180 40.00 5,180<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Grand Advance Technology Ltd. Investee company accounted for<br />

under the equity method<br />

Long-term investments 9,000,000 146,647 36.00 133,494<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Yuasa <strong>Delta</strong> Technology Inc. Investee company accounted for<br />

under the equity method<br />

Long-term investments 43,668,801 266,414 33.59 266,571<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Analog and Power <strong>Electronics</strong> Corp. Investee company accounted for<br />

under the equity method<br />

Long-term investments 7,974,720 $ 59,681 22.15 $ 59,68<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Betacera Inc. - Long-term investments 3,679,650 39,000 19.96 37,4431


December 31, <strong>1999</strong><br />

The Company or Kind of Name of The relationship of the General Number Market value<br />

investee companies marketable securities marketable securities issuers with the Company ledger accounts of shares Book value Percentage (Note 1)<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock <strong>Delta</strong> <strong>Electronics</strong> (Scotland) Ltd. - Long-term investments 475,000 24,154 19.00 18,939<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Optronics International Co., Ltd. Common chairman of the<br />

Board of Directors<br />

Long-term investments 6,591,150 65,912 16.48 60,837<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Acute Applied Technology, Inc. - Long-term investments 9,000,000 89,294 16.36 77,454<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Loyalty Founder Enterprise Co., Ltd. - Long-term investments 10,175,690 126,716 14.70 209,241<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Golden Card Multimedia Technology<br />

Co., Ltd.<br />

- Long-term investments 2,740,000 35,040 9.79 9,397<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock <strong>Delta</strong> <strong>Electronics</strong> (Thailand) Certain shareholders of the Long-term investments 5,713,070 94,434 6.05 2,108,123<br />

Public Co., Ltd. (DET) Company are shareholders of<br />

DET<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock WK Technology Fund IV - Long-term investments 7,050,000 70,500 5.88 93,929<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock WK Technology Fund V - Long-term investments 7,000,000 70,000 5.83 71,385<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Susumu Co., Ltd. - Long-term investments 50,000 34,679 5.77 51,293<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock WK Technology Fund - Long-term investments 6,725,500 76,332 5.60 122,637<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock WK Technology Fund III - Long-term investments 4,372,350 42,450 3.54 65,958<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Macronix International Co., Ltd. - Long-term investments 59,688,324 279,508 3.04 2,907,418<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Allied Capital Partners Corp. - Long-term investments 50,000 500 2.94 492<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Zenitron Corporation - Long-term investments 1,000,000 60,000 2.50 21,466<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock Sheng Hua Venture Capital Corp. - Long-term investments 5,000,000 50,000 2.50 50,616<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock WK Technology Fund II - Long-term investments 836,000 11,704 0.84 16,409<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock D-Link Co., Ltd. - Long-term investments 1,060,070 68,174 0.36 72,954<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Common Stock President Securities Corp. - Long-term investments 1,236,040 5,000 0.11 31,952<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Preferred Stock Prominent Communications, Inc. - Long-term investments 1,000,000 31,395 - 5,509<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Preferred Stock <strong>Delta</strong> America Ltd. - Long-term investments 300,000 8,229 - 6,575<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Preferred Stock Advanced Display Systems, Inc. - Long-term investments 2,816,901 - - -<br />

<strong>Delta</strong> International Holding Ltd. Common Stock Newton Power Ltd. DIH's subsidiary accounted<br />

for under the equity method<br />

Long-term investments 840,000 13,872 41.57 13,872<br />

<strong>Delta</strong> International Holding Ltd. Common Stock DAT Holding Ltd. DIH's subsidiary accounted<br />

for under the equity method<br />

Long-term investments 8,140,000 70,671 37.00 70,671<br />

<strong>Delta</strong> International Holding Ltd. Common Stock Delcom <strong>Electronics</strong> Co. Ltd. DIH's subsidiary accounted<br />

for under the equity method<br />

Long-term investments 20,000,000 86,118 25.00 86,118<br />

<strong>Delta</strong> International Holding Ltd. Common Stock Deltron-Cimic Electric and DIH's subsidiary accounted Long-term investments - $ 96,244 16.93 $ 96,244<br />

<strong>Electronics</strong> Co., Ltd. (Shang Hai) for under the equity method<br />

<strong>Delta</strong> International Holding Ltd. Common Stock <strong>Delta</strong> <strong>Electronics</strong> (Thailand) Certain shareholders of the Long-term investments 9,933,893 2,652,011 10.51 3,688,232<br />

Company are shareholders of Public Co., Ltd. (DET) Company are shareholders of<br />

DET<br />

<strong>Delta</strong> International Holding Ltd. GDR D-Link Co., Ltd. - Long-term investments 10,780,000<br />

(Note 2)<br />

623,341 3.62 733,040<br />

<strong>Delta</strong> International Holding Ltd. Convertible bonds SynQor, LLC - Long-term investments 3,000,000 94,185 - 94,185<br />

DAC Holding Ltd. Preferred Stock KC Technology Inc. - Long-term investments 500,000 15,697 - 15,697<br />

<strong>Delta</strong> Networks, Inc. (DNI) Common Stock Addtron Technology Co., Ltd. DNI's subsidiary accounted for<br />

under the equity method<br />

Long-term investments 700,000 22,132 70.00 ( 9,871)<br />

Cyntec Co., Ltd. Beneficiary Certificates T.I.I.M Bond Fund - Short-term investments 6,230,489 73,000 - 73,111<br />

Cyntec Co., Ltd. Beneficiary Certificates P.I.S.I.T. Dehli-Li Fund - Short-term investments 1,590,015 20,000 - 20,066<br />

Cyntec Co., Ltd. Beneficiary Certificates First Global Duoli Assets<br />

Income Fund<br />

- Short-term investments 4,502,010 62,600 - 62,693<br />

Cyntec Co., Ltd. Beneficiary Certificates First Global Duoli No. 2<br />

Assets Income Fund<br />

- Short-term investments 5,074,480 62,000 - 62,092<br />

Cyntec Co., Ltd. Beneficiary Certificates R.S.I.T. Forever Fund - Short-term investments 1,502,968 18,000 - 18,018<br />

Cyntec Co., Ltd. Beneficiary Certificates Core Pacific Bond Fund - Short-term investments 3,868,562 50,000 - 50,049<br />

Cyntec Co., Ltd. Beneficiary Certificates Money Mgnt Fund - Short-term investments 840,435 10,000 - 10,009<br />

Cyntec Co., Ltd. Beneficiary Certificates Grand Pacific Bond Fund - Short-term investments 5,327,905 67,000 - 67,051<br />

Cyntec Co., Ltd. Beneficiary Certificates N.I.T. Taiwan Bond Fund - Short-term investments 1,706,849 20,000 - 20,003<br />

(Note 1): The market values of long-term investments are their fair values, unless market value is not available, in which case the investee companies' net equity or other financial information are considered as the fair values.<br />

(Note 2): 1 unit GDR = 5 shares of common stock; DIH owns 2,156,000 units of GDR, which is equal to 10,780,000 shares of common stock.<br />

49


50<br />

D. Marketable securities acquired or sold during <strong>1999</strong> or held as of December 31, <strong>1999</strong> in excess of $100,000 or over 20% of capital:<br />

Beginning Balance Addition Disposal Ending Balance<br />

The Company or Number Number Number Number Disposal<br />

investee company Name of marketable security of shares Amount of shares Amount of shares Amount of shares Amount gain (or loss)<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Cyntec Co., Ltd. 32,597,792 $ 687,653 4,889,668 $ 97,703 - ($ 26,814) 37,487,460 $ 758,542 -<br />

(Note 1) (Note 2) (Note 3)<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. <strong>Delta</strong> Optoelectronics, Inc. - - 10,992,000 109,920 - ( 14,057)<br />

(Note 2)<br />

10,992,000 95,863 -<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Macronix International Co., Ltd. 82,147,931 423,149 7,244,393<br />

(Note 1)<br />

- (29,704,000) ( 143,641) 59,688,324 279,508 818,225<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Yuasa <strong>Delta</strong> Technology Inc. 36,950,524 308,732 6,718,277 67,182 - ( 109,500)<br />

(Note 2)<br />

43,668,801 266,414 -<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Grand Advance Technology Ltd. 9,000,000 $ 135,277 - $ 11,370<br />

(Note 2)<br />

- $ - 9,000,000 $ 146,647 -<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. Loyalty Founder Enterprise Co., Ltd. 7,827,454 126,716 2,348,236<br />

(Note 1)<br />

- - - 10,175,690 126,716 -<br />

<strong>Delta</strong> International Holding <strong>Delta</strong> <strong>Electronics</strong> (Thailand) 1,997,800 317,333 7,936,093 2,334,678 - - 9,933,893 2,652,011 -<br />

Ltd.<br />

Public Co., Ltd.<br />

<strong>Delta</strong> International Holding GDR of D-Link Co., Ltd. 9,800,000 639,523 980,000 - - ( 16,182) 10,780,000 623,341 -<br />

Ltd.<br />

(Note 1) (Note 4) (Note 5)<br />

Cyntec Co., Ltd. T.I.I.M. Bond Fund - - 10,910,203 126,000 (4,679,714) ( 53,000) 6,230,489 73,000 1,868<br />

Cyntec Co., Ltd. First Global Duoli No. 2<br />

Assets Income Fund<br />

- - 10,354,740 124,000 (5,280,260) ( 62,000) 5,074,480 62,000 2,514<br />

Cyntec Co., Ltd. Grand Pacific Bond Fund - - 10,848,751 134,000 (5,520,846) ( 67,000) 5,327,905 67,000 2,426<br />

(Note 1): Represents stock dividends.<br />

(Note 2): Represents investment income (or loss) under the equity method.<br />

(Note 3): Represents cash dividends received on long-term investments accounted under equity method and the proportionate share of adjustment to subsidiaries' capital reserve.<br />

(Note 4): Represents the cumulative translation adjustment for foreign investee companies and adjustment for change in investee companies' capital reserve.<br />

(Note 5): 1 unit GDR = 5 shares of common stock; DIH owns 2,156,000 units of GDR, which is equal to 10,780,000 shares of common stock.<br />

E. Acquired long-term equity investment or real estate in excess of $100,000 or over 20% of capital:<br />

The Company or Type of Date of Transaction Status of Relationship<br />

Information concerning previous seller<br />

if the previous seller is a related party<br />

Relationship with Price Purpose for Other<br />

investee company property transaction amount payment Counterparty with the Company Previous seller the Company Date Cost reference acquisition commitments<br />

<strong>Delta</strong> <strong>Electronics</strong>, Fixed assets June 6 to $ 341,559 Remitted Nan Ya Plastics - - - - - Appraisal report For production None<br />

Inc. December<br />

31, <strong>1999</strong><br />

Corporation and office<br />

<strong>Delta</strong> <strong>Electronics</strong>, Long-term December 3, 109,920 Remitted <strong>Delta</strong> Investee company - - - - Initial capital Long-term None<br />

Inc. investment - <strong>1999</strong> Optoelectronics, accounted for (Based on the investment<br />

<strong>Delta</strong> Inc. under the equity par value)<br />

Optoelectronics,<br />

Inc.<br />

method<br />

<strong>Delta</strong> International Long-term May 17 to 2,334,678 Remitted Stock market Certain shareholders - - - - Market value Long-term None<br />

Holding Ltd. investment - December 7, of the Company investment<br />

` <strong>Delta</strong> <strong>Electronics</strong> <strong>1999</strong> are shareholders<br />

(Thailand)<br />

Public Co., Ltd.<br />

of DET<br />

<strong>Delta</strong> International Buildings September 8, 145,745 Bank Winrise - - - - - Market value For office None<br />

Holding Ltd. <strong>1999</strong> promissory<br />

note<br />

Champion Ltd. building


F. Disposal of long-term equity investment or real estate in excess of $100,000 or over 20% of capital:<br />

Acquisition Status Relationship<br />

The Company or Type of Date of date of the of payment Disposal gain with the Reason for Price Other<br />

investee company property transaction sold properties Book value Selling price or receipt (or loss) Counterparty Company disposal reference commitments<br />

<strong>Delta</strong> <strong>Electronics</strong> Long-term April 2, <strong>1999</strong> August 25, $ 143,641 $ 961,866 Received $ 818,225 Taiwan Stock - Short-term Market value None<br />

Inc. investment- to August 1989 to Exchange financing<br />

Macronix 27, <strong>1999</strong> September<br />

International<br />

Co., Ltd.<br />

23, 1998<br />

G. Related party purchases or sales transactions in excess of $100,000 or over 20% of capital<br />

Description of and reasons for<br />

Transaction terms difference in transaction terms Accounts or Notes receivable (payable)<br />

% of total compared to non-related party % of total<br />

The Company or Name of the Relationship purchases different transactions accounts or notes<br />

investee company counterparty with the Company Purchases (sales) Amount (sales) Credit terms Unit price Credit period Balance receivable (payable)<br />

<strong>Delta</strong> <strong>Electronics</strong>, <strong>Delta</strong> <strong>Electronics</strong> Investee company Purchases $ 693,674 3 75 days credit from the first $ - - ($ 118,780) 2<br />

Inc. and (Japan) Inc. accounted for day of the month following<br />

subsidiary under equity the month of purchase<br />

method completion.<br />

<strong>Delta</strong> <strong>Electronics</strong>, <strong>Delta</strong> <strong>Electronics</strong> Certain shareholders Purchases 652,648 2 75 days credit from the first - - ( 223,057) ( 3)<br />

Inc. and (Thailand) of the Company day of the month following<br />

subsidiary Public Co., Ltd. are shareholders of the month of purchase<br />

DET completion.<br />

<strong>Delta</strong> <strong>Electronics</strong>, <strong>Delta</strong> <strong>Electronics</strong> Investee company Sales 1,573,937 4 75 days credit from the first - - 709,134 7<br />

Inc. and Europe Ltd. accounted for day of the month following<br />

subsidiary under equity the month of sales<br />

method completion.<br />

<strong>Delta</strong> <strong>Electronics</strong>, <strong>Delta</strong> <strong>Electronics</strong> Related party of the Sales 383,265 1 75 days credit from the first - - 303,748 3<br />

Inc. and (Thailand) Company day of the month following<br />

subsidiary Public Co., Ltd. the month of sales<br />

completion.<br />

<strong>Delta</strong> <strong>Electronics</strong>, <strong>Delta</strong> <strong>Electronics</strong> Investee company Sales 176,365 1 75 days credit from the first - - 25,284 -<br />

Inc. and (Japan) Inc. accounted for day of the month following<br />

subsidiary under equity method the month of sales<br />

completion.<br />

<strong>Delta</strong> <strong>Electronics</strong> Addtron Technology Investee company Sales 160,219 100 75 days credit from the first - - 49,420 92<br />

Inc. and Co., Ltd. accounted for day of the month following<br />

subsidiary under equity method the month of sales<br />

completion.<br />

<strong>Delta</strong> <strong>Electronics</strong> <strong>Delta</strong> <strong>Electronics</strong>, Investee company Sales 693,674 58 75 days credit from the first - - 118,780 96<br />

(Japan) Inc. Inc. and accounted for day of the month following<br />

subsidiaries under equity method the month of sales<br />

completion.<br />

Addtron Technology <strong>Delta</strong> <strong>Electronics</strong>, Parent company Purchases $ 160,219 100 75 days credit from the first - - ($ 49,420) ( 92)<br />

Co., Ltd. Inc. and day of the month following<br />

subsidiaries the month of purchase<br />

completion.<br />

Cyntec Co., Ltd. Susumu Co., Ltd. Director of Cyntec Sales 183,507 19 60 days credit from the first - 60~90 days credit 42,646 16<br />

Co., Ltd. day of the month following from the first day<br />

the month of sales of the month<br />

completion. following the<br />

month of sales<br />

completion<br />

Cyntec Co., Ltd. Susumu Co., Ltd. Director of Cyntec Purchases 144,150 38 60 days credit from the first - 60~90 days credit ( 38,584) ( 35)<br />

Co., Ltd. day of the month following from the first day<br />

the month of purchase of the month<br />

completion. following the<br />

completion<br />

51


52<br />

H. Receivable from related parties in excess of $100,000 or over 20% of capital:<br />

Overdue receivable Subsequent Allowance<br />

The Company or Name of Relationship with Balance of receivable Action adopted for collections for doubtful<br />

investee company the counterparty the Company from related parties Turnover rate Amount overdue accounts (Note) accounts provided<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. <strong>Delta</strong> <strong>Electronics</strong> Europe Investee company Accounts receivable $ 709,134 2.37 $ 2,653 Collected $ 373,751 253<br />

Ltd. accounted for under Other receivables 1,569 - - - - -<br />

equity method<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc. <strong>Delta</strong> <strong>Electronics</strong> Co., Ltd. Certain shareholders of Accounts receivable 303,748 1.71 153,476<br />

(Thailand) Public the Company are Other receivables 67,363 - - Collection expected in 77,826 29<br />

shareholders of DET March and April, 2000 - -<br />

(Note): The amounts received as of February 23, 2000.<br />

I. Information on derivative transactions:<br />

Except for the Company and its consolidated subsidiary, DNI, who entered into certain derivative transactions, there are no derivative transactions in the investee companies. Please refer to Note 10 (3).


J. Information of investee company:<br />

Held by the Company Investment income<br />

Number Income (loss) of the (loss) recognized<br />

Investee company Address Main operation items of shares Rate Book value investee company by the Company Note<br />

<strong>Delta</strong> Optoelectronics, Inc.<br />

Vivitek Co., Ltd.<br />

<strong>Delta</strong> <strong>Electronics</strong> (Japan)<br />

Inc.<br />

Cyntec Co., Ltd.<br />

<strong>Delta</strong> <strong>Electronics</strong> Europe<br />

Ltd.<br />

Grand Advance Technology<br />

Ltd.<br />

Yuasa <strong>Delta</strong> Technology<br />

Inc.<br />

Analog and Power<br />

<strong>Electronics</strong> Corp.<br />

Luke Network Consulting<br />

Co., Ltd.<br />

Addtron Technology<br />

Co., Ltd.<br />

No. 4 Innovative 1st Road.,<br />

Science-Based Industrial<br />

Park Hsin-Chu, Taiwan<br />

2F, 27 Industrial East 9th Rd.<br />

Science-Based Industrial<br />

Park Hsinchu, Taiwan<br />

17-18 Nishimagome 2-<br />

Chome, Ohta-Ku, Tokyo<br />

143, Japan<br />

No. 4 Innovative 1st Road.,<br />

Science-Based Industrial<br />

Park Hsin-Chu, Taiwan<br />

2 Young Place, Kelvin<br />

Industrial Estate, East<br />

Kilbride, Glasgow G75<br />

OTD, UK<br />

200, Tatung Rd, Sec. 3, Hsichih,<br />

Taipei Hsien, Taiwan<br />

No. 22, Park Avenue II,<br />

Science-Based Industrial<br />

Park, Hsinchu, Taiwan<br />

5F, 2 Li-Hsin Rd, SBIP<br />

Hsinchu, Taiwan<br />

-<br />

4425 Cushing Parkway<br />

Fremont, Ca 94538 U.S.A.<br />

Development, manufacturing and sales<br />

displays with polymer light emission<br />

display (DLEM) and carbon nanotube<br />

electronic emitter (CNT)<br />

technologies<br />

Development, design, manufacturing<br />

and sales of optoelectronics displays<br />

& components<br />

Trading and import/export of the<br />

related equipment, components and<br />

materials for telecom system,<br />

computer system and instruments<br />

Research, development, manufacturing<br />

and sales of various thin film<br />

components, such as thermal printer<br />

head, temperature sensor and its<br />

application modules, chip resistors<br />

and hybrid circuits<br />

Development, manufacturing,<br />

marketing and sales, and technical<br />

service of electronic/electrical<br />

components and products<br />

Manufacturing and sales of CD, LCD,<br />

CDR, VCD and DVD<br />

Research, development, manufacturing<br />

and sales of rechargeable NiMH<br />

battery and the import/export business<br />

of the related products<br />

Research, development,<br />

manufacturing, sales and consultant<br />

service of frequency IC, analog IC<br />

and other related components<br />

-<br />

Networking product sales<br />

10,992,000<br />

21,101,385<br />

2,280<br />

37,487,460<br />

120,000<br />

9,000,000<br />

43,668,801<br />

7,974,720<br />

-<br />

700,000<br />

99.93<br />

75.36<br />

60.00<br />

53.55<br />

40.00<br />

36.00<br />

33.59<br />

22.15<br />

-<br />

70.00<br />

$ 95,863<br />

48,211<br />

37,131<br />

758,542<br />

5,180<br />

146,647<br />

266,414<br />

59,681<br />

-<br />

22,132<br />

($<br />

(<br />

(<br />

(<br />

(<br />

14,067 )<br />

48,587<br />

1,206<br />

180,797<br />

634<br />

40,716<br />

325,991 )<br />

32,067 )<br />

184 )<br />

44,195 )<br />

($<br />

(<br />

(<br />

(<br />

(<br />

14,057)<br />

36,615)<br />

587<br />

97,703<br />

254<br />

11,370<br />

109,500)<br />

7,398)<br />

184)<br />

-<br />

-<br />

-<br />

The average shareholding<br />

ratio was 45.658%<br />

The average shareholding<br />

ratio was 54.04%<br />

-<br />

The investment loss included<br />

the amortization of the<br />

excess of investment cost<br />

over the net assets<br />

-<br />

The average shareholding<br />

ratio was 23.07%<br />

The investee company was<br />

liquidated in<br />

October,<strong>1999</strong><br />

(Note 1)<br />

Newton Power Ltd.<br />

DAT Holding Ltd.<br />

Delcom <strong>Electronics</strong><br />

Co., Ltd.<br />

Deltron-Cimic Electric and<br />

<strong>Electronics</strong> Co., Ltd.<br />

(Shang Hai)<br />

9F, Manhattan Center, 8<br />

Kwai Cheong Rd., Kwai<br />

Chung, N.T., Hong Kong<br />

1209 Orange St., In the City<br />

of Wilmington, Country of<br />

New Castle, Delaware<br />

19801<br />

908 Moo 4, Tambon Prakasa,<br />

Amphur Muang<br />

Samutprakan, Samutprakan<br />

province 10280, Thailand<br />

238, Min Xia Lu, Cao Lu<br />

Industry Zone of Gulu, Pu<br />

Dong Shanghai<br />

Electronic product sales<br />

Equity investment<br />

Manufacturing and sales of electronic<br />

products<br />

Manufacturing and sales of electronic<br />

products, electronic ballasts for<br />

energy saving lighting, color monitors<br />

(size: 17'' and below), CD-ROMs,<br />

inductors under 100 VA (coil only),<br />

spare parts for products listed under<br />

code 8504, other DC-DC converters,<br />

uninterruptible power systems, and<br />

transformers (capacity not exceeding<br />

1000 VA)<br />

840,000<br />

8,140,000<br />

20,000,000<br />

-<br />

41.57<br />

37.00<br />

25.00<br />

16.93<br />

$ 13,872<br />

70,671<br />

86,118<br />

96,244<br />

$<br />

(<br />

(<br />

4<br />

446,738 )<br />

2,415 )<br />

46,687<br />

$<br />

(<br />

(<br />

(<br />

2<br />

159,483)<br />

601)<br />

4,312)<br />

(Note 2)<br />

(Note 2)<br />

(Note 2)<br />

(Note 2)<br />

(Note 1): As discussed in Note 4(4), DNI did not recognize the investment income or loss in <strong>1999</strong> due to the short period from date of acquisition and DNI considered it is not material.<br />

(Note 2): Investment income recognized by the consolidated subsidiary, DIH.<br />

53


13. SEGMENTAL FINANCIAL INFORMATION<br />

A. Financial information by industry<br />

The Company operates in one single industry - the electronics industry.<br />

Accordingly, no different industry information is presented in <strong>1999</strong> and 1998.<br />

B. Financial information by geographic area<br />

Geographic area information in <strong>1999</strong> and 1998 were as follows:<br />

Operating revenues<br />

from unaffiliated<br />

Asia Others<br />

<strong>1999</strong><br />

Domestic Elimination Consolidation<br />

customers $16,018,872 $ 413,740 $23,236,192 $ -<br />

$ 39,668,804<br />

Operating revenues<br />

from other<br />

segments of the<br />

Company 15,765,139 - 3,219,143 ( 18,984,282) -<br />

Total operating<br />

revenues $31,784,011 $ 413,740 $26,455,335 ($ 18,984,282) $ 39,668,804<br />

Segment profits<br />

(losses) $ 6,009,684 ($ 92,774) $ 856,948 ($ 2,333,974) $ 4,439,884<br />

Investment loss<br />

under equity<br />

method ( 222,234)<br />

General income 426,810<br />

Interest expense ( 171,041)<br />

Net income before<br />

income tax $ 4,473,419<br />

Identifiable assets $16,557,694 $ 875,787 $15,680,315 ($ 4,939,533) $ 28,174,263<br />

Long-term<br />

investments 6,374,961<br />

General assets -<br />

Total assets $ 34,549,224<br />

Depreciation<br />

expense $ 336,474 $ 21,739 $ 301,354 $ 659,567<br />

Capital<br />

expenditures $ 1,731,333 $ 140,064 $ 1,417,526 $ 3,288,923<br />

54


55<br />

Asia Others<br />

1998<br />

Domestic Elimination Consolidation<br />

Operating revenues<br />

from unaffiliated<br />

customers<br />

Operating revenues<br />

from other<br />

segments<br />

$15,325,097 $ 2,336 $10,808,449 $ - $ 26,135,882<br />

of the Company<br />

Total operating<br />

3,263,507 - 1,678,730 ( 4,942,237) -<br />

revenues<br />

Segment profits<br />

$18,588,604 $ 2,336 $12,487,179 ($ 4,942,237) $ 26,135,882<br />

(losses)<br />

Investment loss<br />

under equity<br />

$ 4,056,844 ($ 6,949) $ 575,060 ($ 1,569,651) $ 3,055,304<br />

method ( 140,778)<br />

General income ( 80,554)<br />

Interest expense<br />

Net income before<br />

( 160,368)<br />

income tax $ 2,673,604<br />

Identifiable assets<br />

Long-term<br />

$10,145,856 $ 261,347 $ 9,943,338 ($ 1,398,966) $ 18,951,575<br />

investments 4,038,299<br />

General assets -<br />

Total assets<br />

Depreciation<br />

$ 22,989,874<br />

expense<br />

Capital<br />

$ 293,602 $ 1,822 $ 238,381 $ 533,805<br />

expenditures $ 1,152,329 $ 227,067 $ 812,154 $ 2,191,550<br />

C.Information about export sales<br />

The export sales of the Company in <strong>1999</strong> and 1998 were as follows:<br />

Destination<br />

<strong>1999</strong> 1998<br />

U.S.A. $ 13,859,988 $ 8,539,385<br />

Southeast Asia 8,704,542 7,906,070<br />

Europe 6,305,051 3,716,990<br />

Northeast Asia 866,971 796,957<br />

Americas 848,055 458,665<br />

Others 454,572 288,247<br />

$ 31,039,179 $ 21,706,314<br />

D. Major customer information<br />

The Company's sales to a single customer in excess of 10% of net consolidated operating revenue in <strong>1999</strong> and 1998 are<br />

both none.


February 23, 2000<br />

(00)R.D24P.4057<br />

To <strong>Delta</strong> <strong>Electronics</strong>, Inc.<br />

We have examined the balance sheet of <strong>Delta</strong> <strong>Electronics</strong>, Inc. as of December 31, <strong>1999</strong> and 1998, and the related<br />

statements of income, of changes in stockholders' equity and of cash flows for the years then ended. These financial<br />

statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these<br />

financial statements based on our audits. As explained in Note 4(4), the financial statements of certain investee<br />

companies for the years ended December 31, <strong>1999</strong> and 1998, accounted for under the equity method, were examined by<br />

other auditors whose reports thereon have been furnished to us. The total amount of long-term investments in these<br />

investee companies at December 31, <strong>1999</strong> and 1998 was $12,372,337,000 and $7,441,594,000, respectively, and the<br />

related investment income for the years then ended were $3,040,313,000 and $2,375,107,000, respectively. Our opinion<br />

expressed herein, insofar as it relates to the amounts included in the financial statements relative to these long-term<br />

investments is based solely on the reports of the other auditors. Information of certain investee companies disclosed in<br />

Note 12 were based on the reports of the other auditors.<br />

We conducted our audits in accordance with the "Rules Governing Examinations of Financial Statements by Certified<br />

Public Accountants" and generally accepted auditing standards in the Republic of China. Those standards require that<br />

we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material<br />

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the<br />

financial statements, assessing the accounting principles used and significant estimates made by management, and<br />

evaluating the overall financial statement presentation. We believe that our audits and the other auditors audit report<br />

provide a reasonable basis for our opinion.<br />

In our opinion, based on our examinations and the reports of other auditors, the financial statements referred to above<br />

present fairly, in all material respects, the financial position of <strong>Delta</strong> <strong>Electronics</strong>, Inc. as of December 31, <strong>1999</strong> and<br />

1998, and the results of its operations and its cash flows for the years then ended, in conformity with the "Rules<br />

Governing Preparation of the Financial Statements of Securities Issuers" and generally accepted accounting principles<br />

in the Republic of China.<br />

As indicated in Note 2, the accompanying financial statements are not intended to present the financial position and<br />

results of operations and cash flows in accordance with accounting principles and practices generally accepted in<br />

countries and jurisdictions other than the Republic of China. The standards, procedures and practices utilized in the<br />

Republic of China to audit such financial statements may differ from those generally accepted in countries and<br />

jurisdictions other than the Republic of China.<br />

We have also audited the consolidated financial statements of <strong>Delta</strong> <strong>Electronics</strong>, Inc. and its subsidiaries for the years<br />

ended December 31, <strong>1999</strong> and 1998. Our report on those consolidated financial statements was unqualified.<br />

56


DELTA ELECTRONICS, INC.<br />

BALANCE SHEET<br />

DECEMBER 31, <strong>1999</strong> AND 1998<br />

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)<br />

<strong>1999</strong> 1998 <strong>1999</strong> 1998<br />

Amount % Amount % Amount % Amount %<br />

ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY<br />

Current Assets Current Liabilities<br />

Cash and cash equivalents (Note 4(1)) $ 2,312,296 8 $ 1,914,434 10 Short-term loans (Notes 4(7) and 6) $ 1,344 - $ 85,540 1<br />

Notes receivable - net 248,121 1 184,260 1 Accounts payable 1,355,247 5 1,162,406 6<br />

Accounts receivable - net (Note 4(2)) 3,890,480 13 1,755,451 9 Accounts payable - related parties (Note 5) 3,767,007 13 857,123 4<br />

Accounts receivable - related parties (Note 5) 718,933 3 915,161 5 Income tax payable (Note 4(16)) 10,349 - - -<br />

Other receivables (Note 4(16)) 226,746 1 185,397 1 Accrued expenses 728,035 2 794,693 4<br />

Other receivables - related parties (Note 5) 281,228 1 240,978 1 Other payables 203,096 1 145,682 1<br />

Inventories (Note 4(3)) 1,599,569 5 1,090,350 5 Received in advance 65,274 - 19,029 -<br />

Prepaid expenses 4,812 - 11,611 - Current portion of long-term loans (Notes 4(9) and 6) 4,636 - 6,182 -<br />

Prepayments 11,450 - 12,755 - Other current liabilities 146,513 - 35,740 -<br />

Other current assets (Notes 4(16) and 6) 575,893 2 410,367 2 6,281,501 21 3,106,395 16<br />

9,869,528 34 6,720,764 34 Long-Term Liabilities<br />

Funds and Long-term Investments<br />

Convertible bonds (Note 4(8)) 179,146 1 1,674,588 8<br />

Long-term investments (Note 4(4)) 15,578,302 53 10,056,787 51 Long-term loans (Notes 4(9) and 6) - - 4,636 -<br />

Cash surrender value of life insurance 56,064 - 49,938 - 179,146 1 1,679,224 8<br />

Prepayment for long-term investments - - 20,000 - Reserve<br />

Property, Plant and Equipment (Notes 4(5) and 6)<br />

15,634,366 53 10,126,725 51 Reserve for land value incremental tax (Note 4(5)) 97,283 - 107,740 -<br />

Cost<br />

Other Liabilities<br />

Land 1,037,856 4 652,003 3 Reserve for retirement plan (Note 4(10)) 378,209 2 304,176 2<br />

Buildings and equipment 1,250,154 4 658,372 3 Deposits - in 4,212 - 10,246 -<br />

Machinery and equipment 600,041 2 582,673 3 Deferred income tax liabilities (Note 4(16)) 2,129,143 7 1,389,625 7<br />

Molds 327,880 1 218,174 1 Other liabilities - others 2,601 - 1,710 -<br />

Computer and communication equipment 283,461 1 168,460 1 2,514,165 9 1,705,757 9<br />

Test equipment 622,935 2 577,132 3 Total Liabilities 9,072,095 31 6,599,116 33<br />

Motor vehicles 18,432 - 22,038 -<br />

Furniture and fixtures 110,160 - 101,558 1 Stockholders' Equity<br />

Leasehold improvements 2,018 - 12,772 - Common stock (Notes 1 and 4(11)) 7,345,341 25 5,606,858 28<br />

Land value appraisal increment 168,738 1 222,454 1 New share entitlement certificates (Note 4(12)) 132,230 - 12,227 -<br />

Cost and appraisal increment 4,421,675 15 3,215,636 16 Capital reserve (Note 4(13))<br />

Less: Accumulated depreciation ( 1,122,996) ( 4) ( 1,060,071) ( 5) Premium 6,425,721 22 2,198,025 11<br />

Prepayments for equipment and construction in progress 147,873 1 666,806 3 Others 255,603 1 245,718 2<br />

3,446,552 12 2,822,371 14 Retained earnings<br />

Other Assets<br />

Legal reserve (Note 4(14)) 1,062,112 4 839,745 4<br />

Leased assets (Notes 4(6) and 5) 87,209 - - - Undistributed earnings (Note 4(15)) 4,733,442 16 3,828,854 19<br />

Deposits - out 23,195 - 20,938 - Cumulative translation adjustments 301,995 1 611,630 3<br />

Deferred charges 267,689 1 251,375 1 Total Stockholders' Equity 20,256,444 69 13,343,057 67<br />

378,093 1 272,313 1<br />

Subsequent Events (Note 9)<br />

TOTAL ASSETS $ 29,328,539 100 $ 19,942,173 100 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 29,328,539 100 $19,942,173 100<br />

Please refer to the accompanying notes and PricewaterhouseCoopers' audit report dated February 23, 2000.<br />

57


DELTA ELECTRONICS, INC.<br />

STATEMENT OF INCOME<br />

FOR THE YEARS ENDED DECEMBER 31, <strong>1999</strong> AND 1998<br />

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)<br />

<strong>1999</strong> 1998<br />

Amount % Amount %<br />

Operating revenues (Note 5)<br />

Sales revenue $ 19,597,569 89 $ 10,935,029 88<br />

Sales returns ( 92,710) - ( 124,858) ( 1)<br />

Sales allowances ( 150,525) ( 1) ( 85,685) ( 1)<br />

Net sales revenue 19,354,334 88 10,724,486 86<br />

Services revenue 2,531,157 12 1,760,805 14<br />

Total operating revenues<br />

Operating costs<br />

21,885,491 100 12,485,291 100<br />

Cost of goods sold (Note 5) ( 18,864,681) ( 86) ( 10,057,977) ( 81)<br />

Gross profit 3,020,810 14 2,427,314 19<br />

Unrealized intercompany profit ( 2,601) - ( 1,710) -<br />

Realized intercompany profit 19,938 - 59,958 1<br />

Net gross profit<br />

Operating expenses<br />

3,038,147 14 2,485,562 20<br />

Selling ( 746,510) ( 4) ( 663,774) ( 6)<br />

Management and administrative ( 604,404) ( 3) ( 534,463) ( 4)<br />

Research and development ( 1,610,416) ( 7) ( 1,248,615) ( 10)<br />

Total operating expenses ( 2,961,330) ( 14) ( 2,446,852) ( 20)<br />

Operating income 76,817 - 38,710 -<br />

Non-operating income<br />

Interest income 168,718 1 146,311 1<br />

Investment income 3,142,754 15 2,360,275 19<br />

Gain on disposal of property, plant and equipment 43,965 - 12,556 -<br />

Gain on disposal of investments 826,432 4 3,012 -<br />

Foreign exchange gain, net 53,247 - 5,583 -<br />

Reversal of allowance for doubtful accounts - - 34,000 1<br />

Other income (Note 5) 266,481 1 280,116 2<br />

Total non-operating income<br />

Non-operating expenses<br />

4,501,597 21 2,841,853 23<br />

Interest expense ( 158,788) ( 1) ( 156,601) ( 1)<br />

Loss on disposal of property, plant and equipment<br />

Provision for decline in market value and<br />

( 11,705) - ( 5,887) -<br />

obsolescence of inventory ( 29,364) - - -<br />

Other losses ( 71,367) - ( 102,289) ( 1)<br />

Total non-operating expenses ( 271,224) ( 1) ( 264,777) ( 2)<br />

Income before income tax 4,307,190 20 2,615,786 21<br />

Income tax (Note 4(16)) ( 659,304) ( 3) ( 380,415) ( 3)<br />

Net income<br />

Earnings per share (Note 4(17)) (In dollars)<br />

$ 3,647,886 17 $ 2,235,371 18<br />

Net income $ 5.12 $ 3.36<br />

Please refer to the accompanying notes and PricewaterhouseCoopers' audit report dated February 23, 2000.<br />

58


1998<br />

DELTA ELECTRONICS, INC.<br />

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY<br />

FOR THE YEARS ENDED DECEMBER 31, <strong>1999</strong> AND 1998<br />

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)<br />

Capital Stock Retained Earnings<br />

New share Cumulative<br />

entitlement Capital Legal Undistributed translation<br />

Common stock certificates reserve reserve earnings adjustments Total<br />

Balance at January 1, 1998<br />

Distribution of 1997 earnings:<br />

$ 4,467,025 $ 107,546 $ 2,015,963 $ 609,647 $ 3,531,746 $ 775,352 $ 11,507,279<br />

Directors' and supervisors' remuneration - - - - ( 1,500) - ( 1,500 )<br />

Appropriation for legal reserve - - - 230,098 ( 230,098) - -<br />

Issuance of stock dividends 914,914 - - - ( 914,914) - -<br />

Employees' bonus 90,515 - - - ( 90,515) - -<br />

Cash dividends - - - - ( 711,470) - ( 711,470 )<br />

Unpaid dividends on unconverted convertible bonds<br />

Convertible bonds converted into new share entitlement certificates<br />

- - - - 21,929 - 21,929<br />

New share entitlement certificates issued - 39,085 - - - - 39,085<br />

Premium from conversion of convertible bonds - - 363,532 - - - 363,532<br />

Unpaid interest payable of convertible bonds - - 1,214 - - - 1,214<br />

Common stock issued for conversion of entitlement certificates 134,404 ( 134,404) - - - - -<br />

Proportionate share of adjustment to subsidiaries' capital reserves - - ( 23,028 ) - - - ( 23,028 )<br />

Adjustment due to change in capital reserve of the investee companies<br />

Transfer of gain on disposal of property, plant and equipment to capital reserve<br />

- - 52,720 - - - 52,720<br />

by the investee companies - - 964 - ( 964) - -<br />

Appraisal increment of land value - - 21,647 - - - 21,647<br />

Gain on disposal of property, plant and equipment transferred to capital reserve - - 10,731 - ( 10,731) - -<br />

Cumulative translation adjustments on foreign long-term investments - - - - - ( 163,722) ( 163,722 )<br />

Net income for the year - - - - 2,235,371 - 2,235,371<br />

Balance at December 31, 1998 5,606,858 12,227 2,443,743 839,745 3,828,854 611,630 13,343,057<br />

<strong>1999</strong><br />

Distribution of 1998 earnings:<br />

Directors' and supervisors' remuneration - - - - ( 1,500) - ( 1,500 )<br />

Appropriation for legal reserve - - - 222,367 ( 222,367) - -<br />

Issuance of stock dividends 1,123,817 - - - ( 1,123,817) - -<br />

Employees' bonus 110,098 - - - ( 110,098) - -<br />

Cash dividends - - - - ( 1,231,513) - ( 1,231,513 )<br />

Unpaid dividends on unconverted convertible bonds<br />

Convertible bonds converted into new share entitlement certificates<br />

- - - - 25,639 - 25,639<br />

New share entitlement certificates issued - 624,571 - - - - 624,571<br />

Premium from conversion of convertible bonds - - 4,227,696 - - - 4,227,696<br />

Unpaid interest payable of convertible bonds - - 15,464 - - - 15,464<br />

Common stock issued for conversion of entitlement certificates 504,568 ( 504,568) - - - - -<br />

Proportionate share of adjustment to subsidiaries' capital reserves - - ( 10,572) - ( 35,703) - ( 46,275 )<br />

Adjustment due to change in capital reserve of the investee companies<br />

Transfer of gain on disposal of property, plant and equipment to capital reserve<br />

- - ( 38,946) - - - ( 38,946 )<br />

by the investee companies - - 2,052 - ( 2,052) - -<br />

Gain on disposal of property, plant and equipment transferred to capital reserve<br />

Adjustment due to transfer of capital reserve by the investee companies to cover<br />

- - 42,833 - ( 42,833) - -<br />

prior year's operating losses - - ( 946) - 946 - -<br />

Cumulative translation adjustments on foreign long-term investments - - - - ( 309,635) ( 309,635)<br />

Net income for the year - - - - 3,647,886 - 3,647,886<br />

Balance at December 31, <strong>1999</strong> $ 7,345,341 $ 132,230 $ 6,681,324 $ 1,062,112 $ 4,733,442 $ 301,995 $ 20,256,444<br />

Please refer to the accompanying notes and PricewaterhouseCoopers' audit report dated February 23, 2000.<br />

59


DELTA ELECTRONICS, INC.<br />

STATEMENT OF CASH FLOWS<br />

FOR THE YEARS ENDED DECEMBER 31, <strong>1999</strong> AND 1998<br />

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)<br />

<strong>1999</strong> 1998<br />

Cash flows from operating activities<br />

Net income<br />

Adjustments to reconcile net income to net cash<br />

provided by operating activities:<br />

$ 3,647,886 $ 2,235,371<br />

Bad debts expense 23,000 -<br />

Depreciation and amortization<br />

Investment income, net of gain on disposal<br />

489,688 356,850<br />

of investments<br />

Gain on disposal of property, plant and equipment,<br />

( 3,892,206) ( 2,259,183)<br />

net ( 32,260) ( 6,669)<br />

Reversal of allowance for doubtful accounts<br />

Exchange gain on revaluation of foreign<br />

- ( 34,000)<br />

currency denominated convertible bonds<br />

Provision for decline in market value and<br />

( 80,081) ( 7,490)<br />

inventory obsolescence 29,364 -<br />

Provision for interest payable on bonds redemption<br />

Accrued interest on convertible bonds transferred<br />

134,104 138,584<br />

to capital reserve<br />

Changes in assets and liabilities:<br />

15,464 1,214<br />

Increase in notes receivable ( 63,861) ( 17,971)<br />

(Increase) decrease in accounts receivable<br />

Decrease (increase) in accounts receivable<br />

( 2,158,029) 1,022,747<br />

- related parties 196,228 ( 200,204)<br />

Increase in other receivables<br />

(Increase) decrease in other receivables<br />

( 41,349) ( 85,055)<br />

- related parties ( 40,250) 44,852<br />

(Increase) decrease in inventories ( 538,583) 79,176<br />

Decrease (increase) in prepaid expense 6,799 ( 11,611)<br />

Decrease in prepayments 1,305 28,914<br />

Increase in other current assets ( 165,526) ( 129,732)<br />

Increase (decrease) in accounts payable 192,841 ( 42,034)<br />

Increase in accounts payable - related parties 2,909,884 38,956<br />

Increase (decrease) in income tax payable 10,349 ( 93,377)<br />

(Decrease) increase in accrued expenses ( 66,658) 58,987<br />

Increase (decrease) in other payables 57,414 ( 50,353)<br />

Increase (decrease) in received in advance 46,245 ( 10,756)<br />

Increase (decrease) in other current liabilities 110,773 ( 48,754)<br />

Increase in reserve for retirement plan 74,033 96,781<br />

Increase in deferred income tax 739,518 570,767<br />

Increase (decrease) in other liabilities - others 891 ( 3,662)<br />

Net cash provided by operating activities 1,606,983 1,672,348<br />

60


61<br />

Corporate Information<br />

Corporate Headquarters<br />

<strong>Delta</strong> <strong>Electronics</strong>, Inc.<br />

186 Ruey Kuang Road<br />

Neihu, Taipei (114)<br />

Taiwan, R.O.C.<br />

Tel: 886-2-87972088<br />

Fax: 886-2-87972120<br />

Stock Listing<br />

The common stock of <strong>Delta</strong> <strong>Electronics</strong>, Inc.<br />

is traded on the Taiwan Stock Exchange.<br />

(TSE Code: 2308)<br />

Transfer Agent and Registrar<br />

For questions about transfer procedures or<br />

other stock account matters, please contact:<br />

MasterLink Securities Corporation<br />

6/F, 97 Tun Hua S. Road, Sec. 2<br />

Taipei, Taiwan, R.O.C.<br />

Tel: 886-2-23253800<br />

Fax: 886-2-27548223<br />

Investor Relations<br />

For copies of financial reports and other<br />

investor information, please contact:<br />

Yancey Hai or Karen Huang<br />

Tel: 886-2-87972088<br />

Fax: 886-2-87972434<br />

E-mail: yancey.hai@delta.com.tw or<br />

karen.huang@delta.com.tw

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