Ken Hsiang
Management
Hello. My Ken Hsiang, Head of Investor Relations for ASE Technology Holdings. Welcome to our second quarter 2018 earnings release. All participants consent to having the voice and questions broadcast via participation of this event. Please refer to page 2 of our presentation which contains our Safe Harbor notice. I would like to remind everyone on this call that the presentation that follows may contain forward-looking statements. These forward-looking statements are subject to a high degree of risk and our actual results may differ materially from these forward-looking statements. For the purposes of this presentation, dollar figures are generally stated in new Taiwan dollars unless otherwise indicated. For today's event, I will be going over a few key accounting treatments and then the financial results, afterwards we will have a Q&A session with Dr. Tien Wu, our COO and Joseph Tung, our CFO. Following the event, Justin Yang will be stepping in this time for Eddie Chang. He will be available to address the media in Mandarin Chinese. This is of course the first earnings release for the new holding company. It took a monumental effort by our collective teams within ASE and SPIL entities to help make this happen. A special thanks goes out to all of the people involved. With the formation of the combined entity between ASE Group and SPIL, there are a few less common accounting treatments which probably require a more in depth explanation. We believe it is important for our shareholders to have the opportunity to understand the impact of these accounting treatments and as much we have a prepared a couple of slides to help with this. Page 3, purchase price allocation, first of which is a more advanced accounting topic purchase price allocation, otherwise known as PPA. PPA is the allocation of our purchase price of SPIL into the various assets and liabilities acquired from SPIL. The purchase price allocation process increases the book value of assets acquired to an apprised fair market value level. It is this write up of assets that generates increases to ongoing deprecation, amortization and rental expenses. For example, if SPIL had a piece of fully functional equipment that was fully depreciated zero book value such equipment would be written up to appreciate -- on apprised fair market value. Once the equipment has book value again, it reinitiates the accounting deprecation process. This appraisal process is performed on all identifiable assets from SPIL. After all available assets of SPIL are re-apprised up to their corresponding fair market values. The remaining amount of the purchase price is then recorded as goodwill. The end result is that purchase price allocation provides a more properly classified and valued balance sheet. So for us, the total purchase price of NT$163 billion (sic) [NT$168 billion] is allocated into three parts. First, NT$78 billion of the original book value of SPIL, next, NT$51 billion of additionally identifiable assets that are marked up to fair market value and finally, NT$39 billion of goodwill. From the NT$51 billion of additionally identifiable assets, we generate additional PPA depreciation, amortization and rental expenses. We have included here the quarterly deprecation, amortization schedule of PPA from the next few years. The amount of PPA depreciation and amortization included in this table will be recorded and operating expenses NT$253 million per quarter. You should also note there is a significant drop-off in 2020. I promise you, it gets easier from here. Page 4, revaluation gain. Prior to the close of the transaction, ASE Group owned approximately 1/3rd of SPIL. The average adjusted cost of the shares was NT$43.9 per share for a total adjusted cost of NT$45.5 billion. On April 30, 2018, our shares are treated somewhat similarly to other shareholders of SPIL. They are revalued to NT$51.2 per share or a total value of NT$53.1 billion to the extent of the revaluation, we have to record a gain for the difference. The revaluation gain on SPIL shares in total was NT$7.6 billion, the gain is a one-time non-cash gain and recorded in non-operating income. Finally, we would like to note that because ASE Holdings was jointly formed on April 30, during the middle of a quarter, ASE Holdings second quarter results include a full period of ASE and a stop period of SPIL, specifically for April, 33% of SPIL's net income is recorded in net operating investment income, but, however for May and June, the consolidated results of SPIL are fully included. We have included this set of results and labeled them as legal entity basis. We have also provided a set of results which combines SPIL and ASE on a retro active basis simulating the inclusion of PPA and interest expenses while excluding the aforementioned revaluation gain and transaction fees and expenses. We have labeled this set of results as pro forma basis. For the second quarter, we are very busy getting ready to be ASE Holding, we encountered a lot of macro political noise with potential trade tariffs between this country and that. We saw the potential failure of a major Chinese handset maker come and go. We also saw a virtual currencies drop to near term lows, slowing potential mining activity and despite that all, we saw a smooth second quarter ramp-up of business. We believe the industry and demand for electronics remain healthy despite the macro uncertainties. With that, let's start the financial review for those of you familiar with ASE Group's previous earnings release, you may notice that we have attempted to simplify our presentation. Our results will contain the results of two business units ATM and EMS. Combining our businesses of assembly test to materials into a unified entity aligns with how our customers increasingly demand a unified turnkey solution. Removal of the IC from IC ATM signifies further the broadening of our assembly test to material services beyond just integrated circuits. So Page 5 here, for the legal entity with three full months of ASE Group in May and June of SPIL, the legal entity recorded fully diluted EPS of NT$2.67 and basic EPS of NT$2.70. Sales was NT$84.5 billion with a gross profit of NT$13.7 billion and a gross margin of 16.2%. Operating profit was NT$5.4 billion and after the non-operating revaluation gain of NT$7.6 billion and tax of NT$1.3 billion, net profit was NT$11.5 billion. For lack of comparability reasons, there is not a lot of productive commentary we can add to the legal entity results. Please feel free to go through them at your leisure, if you should have any specific questions regarding the legal entity results, you may address them to us during the Q&A or you can contact us after the earnings release. Skip to Page 7, so the EMS P&L here, during the quarter we saw a number of minor revenue revisions from a number of customers. This resulted in slightly lower than expected revenues here. EMS revenues of NT$30.5 billion were up 6% quarter-over-quarter and 8% year-over-year. Our gross profit improved NT$0.2 billion, we came into the quarter believing that we could exceed our first quarter gross margin, but given the slight revenue short-off -- shortfall, our EMS business units gross margin remained at 9.4%. EMS gross profit was also up 6% quarter-over-quarter but was down 8% year-over-year, the change here is primarily the difference in product mix. EMS operating profit was down 14% quarter-over-quarter and 29% year-over-year in addition to product mix, our EMS factories are in the process of ramp-up expansion. The decline in operating income is in large part related to extra cost incurred to ramp EMS capacity. Page 8, here we have the pro forma P&L for the consolidated holding company. We have tried to prepare a fair simplistic transparent pro forma P&L. To generate historic periods, we have added the historical P&Ls of each of the two entities on a retro active basis. Then we add a PPA and interest expenses related to the transaction as of those expenses existed in such periods. We also removed relevant transaction fees and expenses and further for the second quarter we excluded the revaluation gain of NT$7.6 billion. Aside from these, we made no further adjustments. On a pro forma basis for the second quarter, we had net revenues of NT$91.8 billion, this represents a 9% increase quarter-over-quarter and a 6% increase year-over-year. Gross profits were up 21% quarter-over-quarter, the quarter-over-quarter gross profit improvement was driven almost entirely by the ATM business unit. While on a year-over-year basis consolidated gross profit remained relatively unchanged with an increase from the ATM business offset by a similar decrease from the EMS business. Gross margin improved 1.6 percentage points on a quarter-over-quarter basis to 16.1%. This was driven by improved seasonal loading from our ATM business offset in part by lower margins from our EMS business. Gross margin declined year-over-year by 0.9 percentage points as a result of lower EMS gross margins and currency impact from our ATM business unit. Operating expenses were NT$9 billion up NT$0.9 billion sequentially. OpEx percentage was 9.9%. We expect our OpEx percentage to start declining during the next few quarters. Operating profit improved NT$1.6 billion quarter-over-quarter and stated relatively flattish year-over-year at NT$5.7 billion. Operating margin improved 1.4 percentage points quarter-over-quarter and declined 0.4 percentage points year-over-year. Non-operating expense on a pro forma basis was 0.5 billion. Interest expense within non-op was NT$1.1 billion offset by net FX income and financial instruments. Tax expense for the quarter was NT$1.5 billion on a pro forma basis. The pro forma basis effective tax rate was unusually high because of ECB conversion impact. On a pro forma basis for the second half of 2018, we expect our ongoing effective tax rate to be approximately 20%. Net income for the second quarter was NT$3.5 billion. This represents a 392% sequential improvement or NT$2.8 billion. On a year-over-year basis, net income declined NT$4.3 billion from 2017 levels because during the second quarter of 2017 we recorded a NT$4.2 billion real estate disposal gain in non-operating income. With such disposal gain excluded, year-over-year net income was roughly flat. We believe that the recording of PPA may give a fair assessment for the revaluation of assets post acquisition from a balance sheet perspective. However, we believe that PPA generated depreciation and amortization expenses create long lived non-cash distortions to the income statement on an ongoing basis. We believe that our results should also be evaluated without such non-cash PPA expenses. As such we have provided here key P&L line items without the inclusion of PPA. Without PPA expenses, consolidated profit was NT$15.9 billion with 17.4% gross margin. Our operating profit was NT$7.2 billion with an operating margin of 7.8%. Net profit was NT$5 billion with net margin of 5.4%. EPS excluding PPA expenses was N$1.17. Page 9, here is our ATM pro forma income statement. You can see here that as the second quarter ramped up, we started picking up operating leverage. It is exciting to see the scale of the combined entity and the potential drop through it can generate. For the second quarter, revenues for ATM business were NT$61.8 billion up NT$5.8 billion from the previous quarter and NT$2.3 billion from the same period last year. This represents a 10% increase from a quarter-over-quarter perspective and a 4% increase from a year-over-year perspective. Gross profits within ATM were up 25% or NT$2.4 billion quarter-over-quarter and 3% or NT$0.3 billion year-over-year to NT$11.9 billion. Gross margin for ATM was up 2.2 percentage points quarterly due to higher seasonal loading. Gross margin for ATM was down 0.3 percentage points on a year-over-year perspective was primarily due to currency impact. We believe currency impact had greater than a 0.8 percentage point impact annually. Operating income improved 55% or NT$1.8 billion from the prior quarter and 7% or NT$0.3 billion from the year ago quarter. Operating margin improved 2.3 percentage points quarterly and 0.2 percentage points year-over-year. Net income improved 374% or NT$2.8 billion to NT$3.5 billion on a quarter-over-quarter basis. On a year-over-year basis, net income declined NT$4.3 billion due to the investment disposal gain related to real estate recorded last year. Year-over-year net income remained flat at NT$3.5 billion without consideration of the real estate gain. Net margin finished the quarter at 5.7% that is up 4.4 percentage points quarter-over-quarter and down 0.2 percentage points without the consideration of real estate gain last year. Without currency impact, we would also have posted a significant improved on net margin. Without the P&L impact of PPA depreciation and amortization, ATM gross profit would have been 21.2% and operating profit would have hit 10.3%. Page 10 ATM operations, here is a quarterly graphical presentation of our ATM pro forma P&L. During the second quarter our ATM revenue improved 10% sequentially and was up 4% year-over-year up to NT$61.8 billion. On a U.S. dollar basis ATM revenue was up 6% year-over-year. Given that this is the first time, we have presented this pro forma chart, it's worth noting that Q1 2018 year-over-year declined was principally caused by currency. On a U.S. dollar basis, Q1 2018, year-over-year revenue grew 3%. From a capacity perspective for the quarter, we had a net addition of 470 wirebonders for a total of 25,216 wirebonders, and a net addition of 336 testers for a total of 4,726 testers. Eight inch wafer processing capacity stayed flat at 240,000 wafers per month; 12 inch wafer processing capacity including bump, fan-out and copper pillar remained at 320,000 wafers per month. Page 11, sequentially for the second quarter, our communication segment stayed at 53%. Our computing segment grew 2 percentage points driven by processing and memory devices. Our automotive, consumer and other segment decreased 2 percentage points to 31%, this segment remains healthy though. We believe the decline is cyclical in nature. Page 12, ATM revenue by revenue type. You can look at this, I think we are now including test and materials into this allocation as it is a part of ATM. Page 13, here you can see our EMS graphical presentation which we went over P&L earlier, we will skip on. Page 14, here you will note our product segment within our EMS business. Our computing and industrial product segments each grow 2 percentage points, computing was driven by server related products and industrial products where driven by smart handheld products. Our communication segment declined four percentage points, we expect that the decline to be seasonal in nature and expect somewhat of a recovery starting next quarter. Page 15, balance sheet. At the end of the quarter, we had cash and cash equivalents in current financial assets of NT$85 billion. Our interest bearing debt increased from NT$74.5 billion to NT$216.6 billion at the end of the quarter. The increase in debt is related to the completion of our SPIL transaction. Total unused credit lines amounted to NT$135.6 billion, our EBITDA for the quarter was NT$24.9 billion. Page 16, on a pro forma basis, machinery and equipment capital expenditures for the second quarter totaled US$356 million of which US$211 million were used in packaging operations, US$117 million in testing operations, US19 million in EMS operations and $9 million in interconnect materials operations, those were all U.S. dollars. We do expect our 2018 capital expenditures to be below total holding company level, depreciation and amortization. Depreciation and amortization excluding incremental D&A added by PPA is currently running slightly below NT$1.5 billion per year. In U.S. dollar terms EBITDA for the quarter was US$647 million. With the retirements of our convertible bonds, we initially believed we would be able to start giving our outlook in a more typical transparent manner. However, our non-operating revaluation gain booked during the current quarter was above the 10% of pre-tax income threshold as established by the Taiwan SEC. During such scenarios, Taiwan listed companies are not allowed to directly provide guidance or that quarter in the three quarters thereafter. We unfortunately have to start out being somewhat indirect in our outlook. Despite the jogging between the various severance entities, we believe that the consumer will be able to find a product to purchase. As it has always been the case, the consumer has the power to choose. They are free to choose a different product a more expensive one from a different vendor, even in a different color, the underlying demand remains unchanged. This is what our customers see and this is why our customer order flow remains strong. In today's environment supply chains are incredibly flexible. Logical inefficiencies and bottle necks are resolved mid-product cycle. We are part of that flexibility. We are part of that scale. We are part of that capability. However, within what we do, we are the most flexible. We have the most scale and we are most capable. In short, ASE will be part of every solution. So next slide, so our outlook for ATM on a pro forma basis in U.S. dollar terms, ATM third quarter capacity should increase 3% to 4% quarter-over-quarter, while our utilization rate should increase 2% to 3% quarter-over-quarter. On a pro forma basis, ATM third quarter gross margin should approach third quarter 2017 levels. For EMS and U.S. dollar terms, EMS third quarter business should be similar to fourth quarter 2017 levels. EMS third quarter operating margin should approach second quarter 2017 levels. With that, we can move towards the Q&A section.