Annual Report2001
Annual Report2001
Annual Report2001
About Fastech 01
Chairman’s Statement 02
Review of Operations 04
Corporate Governance 06
Corporate Information 11
Board of Directors 12
Location of Facilities 14
Financial Review 15
Statistics of Shareholdings 46
test ser vices that is listed on the Main Board of the Stock Exchange
of Singapore . Fastech provides complete assembly solutions for
semiconductor components used in consumer electronics, per sonal
In the light of
the changes in
the Industry,
the Group
underwent a
major corporate
transformation
process in the
third quarter of
FY 2001. The
transformation
process aims to
2001 was a difficult year for the global semiconductor industry. The
reduce our economic slowdown across the world and the events of September 11
breakeven point brought the global economies into a virtual stand still. In the face of
and increase our severe business conditions, which challenged companies in our industry
competitiveness space, we are pleased to report that Fastech Synergy Ltd (“Fastech” or
“the Group”) was still able to report a post tax profit of US$146,000
in the market. from a turnover of US$23.51 million for the financial year ended 31
Saturnino Gomez Belen, Jr.,
December 2001. The Group’s performance for the year, although modest,
Chairman of the Board
and Chief Executive can be considered outstanding in the face of the losses incurred by other
companies. It also preserved our track record, dating back to 1987, of
remaining profitable even during industry downturns.
weak market demand for semiconductor devices. The change in product mix and price givebacks also
had an impact as it resulted in lower average selling prices.
The decline in the Group’s turnover resulted in significantly lower profits. The operating profit after tax
dipped from US$7.25 million in FY2000 to US$146,000 for the year. This may be attributed largely to
the increase in depreciation and amortization charges incurred by the capacity build-up in FY2000 in
response to the favorable market conditions then.
As a response to the challenges posed by the industry downturn, the Group implemented a major
corporate transformation process in the third quarter of FY2001. The objective of this transformation
process was to reduce the Group’s breakeven point and increase our competitiveness in the market.
The two major initiatives underlying this transformation process were the consolidation of the Group’s
three manufacturing sites into a single location at the Fastech Manufacturing Complex and the
rationalization of the original 19 production lines into seven production clusters. As this is written,
Fastech is happy to report that these two initiatives have already been brought to a successful conclusion.
As such, Fastech is now well on its way to improving its operational focus, raising its production and
deepening its engineering expertise in its chosen production clusters. Ultimately, this will result in
enhancing its seven-point customer service commitment in terms of; 1) improved quality 2) lower cost
3) on-time delivery 4) expanded engineering expertise 5) better anticipation of customers long-term
supply requirements 6) stronger adherence to environmental concerns and 7) better security for
customers’ products & processes.
Complementing this consolidation of the Group’s operations, Fastech also began to streamline its
organizational structure. The workforce was reduced to approximately 1,500 from a high of about
2,000 in the prior year. This reduction was achieved without significantly affecting Fastech’s total
production capacity. Hence, this puts the Group in a very good position to take advantage of the future
upturn that is expected to occur sometime at the end of 2002 or in the beginning of 2003.
Finally, I would like to take this opportunity to thank our shareholders, customers, business associates
and employees for their support and contribution in FY 2001 and we look forward to receiving their
enduring support into the new financial year.
The corporate transformation program also dictated that Fastech undergo a complete rationalization
of its production lines. The current 19 lines have been consolidated into 7 production clusters to
increase efficiency through sharing of equipment, personnel and support systems.
With the implementation of this set-up, the open line system will shift to functional management
system. Open lines will be managed into four groups:
1. Die Management
2. Interconnect
3. Encapsulation and Finishing
4. Test and Packaging
While the visibility for FY2002 remains limited, Fastech will continue to implement cost savings
measures not only to weather the effects of the downturn and the unfavorable events of FY2001,
but also to ensure its competitiveness in the market. The corporate transformation program aims to
lower the Group’s breakeven point. Net income is expected to improve in 2002 because of the
reduction of Fastech’s breakeven cost and not necessarily from the increase in revenues.
The Board
The Fastech Board is composed of eleven (11) Directors, four (4) of whom are Executive Directors
and seven (7) non-Executive Directors. Fastech places great importance on the quality of its Board by
appointing members who are prominent industry professionals and respected members of the business
community.
The Board aims to ensure the Company’s prosperity by collectively directing its management and
operational affairs. All directors are equally accountable in law for this stewardship and decisions are
taken by all directors sharing the same full, accurate and timely information and benefiting from a
combined knowledge and experience. Certain directors, on the other hand, act as the Board liaison
officers, while assisting management in the areas of information technology, quality, finance, corporate
communications and investor relations.
To enable them to do this, the Board meets on a quarterly basis. There is frequent contact between
the Board and existing executive and working committees, to discuss the Company’s business
developments, operation and financial performance. The schedule of matters reserved for Board
decisions ensures a proper level of attention and control, with certain areas of authority delegated to
two (2) standing committees, each of which operates under written terms of reference, namely: -
1. The COMPENSATION COMMITTEE which comprises three (3) directors, is headed by Mr. Lum
Choong Wah (Independent Director), Ms. Carmelita M. Chua (Executive Director) and Mr. Patrick
L. Go (Independent Director) are members. It is responsible for making recommendations to the
Board on the framework of executive compensation policy and for determining the compensation
packages of individual executive directors and certain group of senior executives.
2. The AUDIT COMMITTEE is headed by Mr. Jovenal R. Santiago (Independent Director) together
with Mr. Lum Choong Wah (Independent Director) and Ms. Carmelita M. Chua (Executive Director)
as members. It holds quarterly meetings to carry out all of its recognized principal duties and
functions:
• Review quarterly financial results performance prior to its approval by the Board and its
announcement to shareholders;
• Nominate external auditors for appointment/re-appointment and together, review the audit
plan, their evaluation of the system of internal accounting controls, their audit report, management
letter and the management’s response;
• Review and discuss with the external auditors any suspected fraud or irregularity or suspected
infringement of any relevant laws, rules or regulations, which has, or is likely to have, a material
impact on the Group’s operating results or financial position, and the management’s response,
and report the matter to the Board, where appropriate; and
• Review transactions falling within the scope of Chapter 9A and Clauses 1006, 1007 and 1008
of the SGX Listing Manual.
Board Meetings
A total of 5 Board Meetings were held during the financial year ended 31 December 2001. The
attendance of each Director to the Board Meetings held during the year are summarised as follows:
Internal Control
The Board acknowledges its ultimate responsibility for ensuring that Fastech has in place a system of
internal controls that is appropriate to the various business environments in which it operates. These
controls are established in order to safeguard Fastech’s assets, maintain proper accounting records and
ensure that financial information that is published or used within the business is reliable. Any such system
of internal control can, however, only provide reasonable and not absolute assurance against material
misstatement or loss.
By its statements and actions, Fastech emphasizes a culture of integrity, competence, fairness and
responsibility. Fastech has adopted sound, conservative accounting policies and procedures. There are
clear management responsibilities in relation to internal financial control, which permeate down
through the Board of Directors and to operating management.
Fastech operates within a controlled framework developed and refined over a number of years. There
are common accounting policies and financial control procedures in addition to controls of a more
• The definition of the organization structure and the appropriate delegation of responsibility to
operational management;
• The setting of detailed annual budgets and the monthly reporting of actual results against them;
• Control over treasury operations where all transactions are directly related to the underlying
business of Fastech.
On behalf of the Board, the Audit Committee shall examine the effectiveness of these systems. This is
achieved primarily through a formal mechanism of self-assessment and internal audit function together
with external audit reviews. The Audit Committee shall review the internal audit programs and
determine with external auditors the nature and scope of the audit and reviews the quarterly, half year
and annual financial statements. Any significant control issue or identified risk shall be closely examined
so that appropriate action can be taken.
Dealings in Securities
Fastech adheres to the general principle that the applicable laws on insider trading shall apply at all
times. As a policy set by the Board, dealings by both directors and officers of Fastech’s securities
should not take place prior to the announcement of a matter that involves material, unpublished and
price-sensitive information. To aid the determination of the window period for dealings by directors
and officers in Fastech’s securities, the Board has fixed the announcement of Fastech’s periodic results
of operations. Thus, as a policy, Fastech’s quarterly results, including half-year results, shall be announced
not later than thirty (30) days from the end of the applicable quarter. Similarly, Fastech’s annual or
year-end results shall also be announced not later than thirty (30) days from the end of the relevant
year.
Consequently, Fastech’s directors and officers are mandated to observe a “silent period” within which
the said directors and officers are prohibited to deal in Fastech’s Securities. The silent period shall be
for the duration commencing from the end of the month of the relevant quarter or year, and lasting
up to the date of actual announcement of the quarterly or year-end results, as the case may be.
Statement of Compliance
In accordance with the Singapore Exchange (SGX) Listing Manual, the Fastech Board confirms that it
has complied throughout the accounting period set out in the provisions of the said SGX Listing
Manual.
Finally, the Board confirms that it has reviewed the operation and effectiveness of the Group’s internal
financial controls.
31.29
35
Turnover for the year dipped by about 30
23.51
21.29
US$7.78 million or 25% compared to the previous 25
15.13
year. The recorded sales was US$23.51 million as 20
10.61
against US$31.29 million in the previous year. 15
10
5
0
97 98 99 00 01
7.48
8
Profit before tax in FY2001 amounted to 7
US$379,000 down from last year’s US$7.48 million. 6
5
3.25
4
2.94
3
2
0.379
0.321
1
0
97 98 99 00 01
4
2.67
3
2
0.394
0.146
1
0
97 98 99 00 01
US cents
5
4.69
4.5
Earnings Per Share 4
3.5
The lower profitability of the Company during the 3
year is also reflected in the lower earnings per share 2.5
2.06
1.98
0.5
0.09
0
97 98 99 00 01
Asia
The third geographic market - Asia, posted a
turnover of US$1.27 million, a slight increase from
US$1.21 million in the previous year. Sales to
Asia contributed about 5% of Fastech’s total
turnover for the year.
Telecommunications Components
The second major contributor to the Group’s sales
is telecommunications components. During the
year, the Group posted US$4.24 million in sales of
telecommunications components representing 18%
of the total sales.
Other Components
Other components - the third categor y of
products manufactured by the Group, posted a
turnover of US$3.54 million representing 15% of
total sales in FY2001.
Hanspeter Eberhardt
Independent Director
Patrick Lim Go
Independent Director
CHIEF EXECUTIVE
Management Team
16 Directors’ Report
19 Statement by Directors
The Directors are pleased to present their report to the members together with the audited consolidated financial
statements of the Company and its subsidiaries (the "Group") for the financial years ended December 31, 2001 and 2000.
Directors
The Directors of the Company in office at the date of this report are:
Principal Activities
The Company was incorporated and registered as an exempted company with limited liability in Bermuda under the
Companies Act 1981 of Bermuda (as amended) on September 10, 1999. The shares of the Company were admitted to
the official list of the Singapore Exchange Securities Trading Limited (SGX-ST) on September 29, 1999.
The principal activity of the Company is that of investment holding. The details and principal activities of the subsidiaries
are shown in Note 2 to the consolidated financial statements.
Employees
The total number of employees in the Group at the end of the financial year was 1,438 (2000: 2007).
Except as shown in the consolidated financial statements, there were no material transfers to or from reserves or
provisions during the financial year.
No shares or debentures were issued by any company in the Group during the year.
The interests of the Directors who held office at the end of the financial year in the shares of the Company were as
follows:
Other shareholdings in
which the director is
Held by director deemed to have an interest
At At At At At At
January 1, December 31, January 21, January 1, December 31, January 21,
2001 2001 2002 2001 2001 2002
Except as disclosed above, no other director had an interest in the shares or debentures of any company in the Group.
Neither at the end nor at any time during the financial year was the Company a party to any arrangement whose object
was to enable the Directors of the Company to acquire benefits by means of the acquisition of shares or debentures of
the Company or any other body corporate.
Except as disclosed in the accompanying consolidated financial statements, no director has received or become entitled
to receive a benefit (other than a benefit included in the aggregate amount of emoluments shown in the consolidated
financial statements, any fixed salary of a full-time employee of the Company, or any emoluments received from a related
corporation) by reason of a contract made by the Company or a related corporation with the director or with a firm of
which the director is a member, or with a company in which the director has a substantial financial interest, except for the
significant related party transactions as shown in Note 17 to the consolidated financial statements.
Dividends
No dividends have been paid, declared or proposed since the end of the previous financial year.
Audit Committee
The members of the Audit Committee as of the date of this report are:
Jovenal R. Santiago
Carmelita M. Chua
Lum Choong Wah
The Audit Committee held meetings during the year to perform the functions stated in the Corporate Governance
Policy of the Company.
Auditors
Arthur Andersen will not be seeking re-appointment as auditors of the Company. The directors recommend appointing
SyCip Gorres Velayo & Co as auditors of the Company.
No material contracts to which the Company and any subsidiary is a party and which involve directors' interests subsisted
at the end of the financial year, or have been entered into since the end of the previous financial year.
In the opinion of the Directors, the accompanying consolidated financial statements set out on pages 21 to 45 present
fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2001 and 2000 and the
consolidated results of their operations and their cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America and at the date of this statement there are reasonable
grounds to believe that the Group will be able to pay its debts as and when they fall due.
Singapore
January 30, 2002
We have audited the accompanying consolidated balance sheets of FASTECH Synergy Ltd and Subsidiaries as of December
31, 2001 and 2000, and the related consolidated statements of income, changes in stockholders' equity and cash flows
for the years then ended, expressed in United States dollars. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated financial position of FASTECH Synergy Ltd and Subsidiaries as of December 31, 2001 and 2000, and the
consolidated results of their operations and their cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Arthur Andersen
Certified Public Accountants
Singapore
December 31
2001 2000
$ $
ASSETS
Current Assets
Cash (Note 19) 1,351,726 1,598,662
Accounts receivable - net (Note 3) 3,654,087 7,505,193
Inventories - net (Note 4) 1,695,564 1,892,761
Prepaid expenses and other current assets - net (Note 15) 899,540 1,187,948
Property, Plant and Equipment - net (Notes 5, 7, 9, 10 and 24) 40,223,652 35,917,602
Current Liabilities
Loans payable (Notes 5, 7, 9 and 19) 6,759,444 7,514,241
Accounts payable and accrued expenses (Notes 8, 16 and 17) 5,635,381 8,114,438
Trust receipts payable (Note 19) 596,116 1,012,279
Income tax payable (Note 15) 90,801 141,512
Current portion of long-term debt (Notes 5, 7, 9 and 19) 1,943,976 203,001
Current portion of liability under capital lease (Notes 5 and 10) 63,009 64,288
Long-term Debt - net of current portion (Notes 5, 7, 9 and 19) 3,470,057 2,858,768
Liability Under Capital Lease - net of current portion (Notes 5 and 10) 57,760 123,218
OPERATING EXPENSES
General and administrative (Notes 13, 16 and 17) 3,044,341 4,155,047
Sales and marketing 479,335 663,870
Weighted Average Number of Common Shares Outstanding (Note 23) 154,550,000 154,550,000
1. General
Nature of Business
FASTECH Synergy Ltd (FSL) provides semiconductor assembly and test services for major companies in the electronics
industry through its four (4) operating subsidiaries, FASTECH Micro Electronics, Inc. (FASTECH 2), FASTECH
Microassembly & Test, Inc. (FASTECH 3), FASTECH Advanced Assembly, Inc. (FASTECH 6) and FASTECH
Electronique, Inc. (FASTECH 7). FSL and its subsidiaries are collectively referred to hereinafter as the “Company”.
Corporate Transformation
In July 2001, the Company announced that it was implementing a corporate transformation process aimed at reducing
its break-even point.
One of the major initiatives behind this process is the consolidation of the manufacturing operations into a single
location at the FASTECH Manufacturing Complex in Cabuyao, Laguna, Philippines. The first phase of the consolidation
involved the transfer of the production operations of FASTECH 2 previously located in Sucat, Paranaque, Philippines.
The transfer was completed in August 2001. Subsequently, FASTECH 2 temporarily ceased its operations in
September 2001. The second phase involves the transfer of the production operations of FASTECH 3 currently
located in Taguig, Metro Manila, Philippines which is estimated to be completed within the first quarter of 2002.
The Company also implemented a rationalization of its production lines. The original 19 production lines have been
regrouped into seven production clusters. The Company expects that the rationalization will improve operational
focus, resulting in higher levels of production and engineering expertise in the specific products, and ultimately enhance
customer service.
The Company has also started streamlining its organization structure to complement its consolidation and rationalization
moves. The reorganization has reduced the Company's workforce by an estimated 17% from its July 2001 manpower
count of about 1,800. Total retrenchment cost incurred for the year ended December 31, 2001 amounted to $0.21
million. Further reductions are expected as the Company moves into the final stages of the reorganization process,
which is also expected to be completed within the first quarter of 2002.
Finally, with the completion of the consolidation of its manufacturing operations at the FASTECH Manufacturing
Complex, the Company is considering the merger of all operating subsidiaries under one of its subsidiary, FASTECH
Synergy Philippines, Inc. (formerly First Asia Systems Technology, Inc.) (FASTECH 1).
Significant Customers
The customers of the Company are located in Europe, the United States of America, and Asia. The Company's top
five customers collectively accounted for 74% and 72% of its revenues in 2001 and 2000, respectively. The Company
anticipates that significant customer concentration will continue for the foreseeable future but the companies which
constitute the Company's largest customers may change.
Accounting Principles
In prior years, the consolidated financial statements were prepared in accordance with Statements of Accounting
Standard in Singapore. With effect from January 1, 2001, the consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States of America (US GAAP). Accordingly,
certain accounting policies were changed to comply with U.S. GAAP.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of FSL and its subsidiaries, namely:
FASTECH 1 (wholly owned), a Philippine corporation, the holding company of the operating subsidiaries in the
Philippines;
Firstec Asiapac Limited (FAP) (wholly owned), a Hong Kong company, engaged in trading of electronic products;
Firstec Electronics (S) Pte Ltd (FES) (wholly owned), a Singapore company, is an investment holding;
FASTECH 2 (wholly owned through FASTECH 1), a Philippine Board of Investment (BOI)-registered enterprise,
engaged in the assembly of a wide range of discrete and integrated circuits and hard-to-build semiconductor
devices;
FASTECH 3 (wholly owned through FASTECH 1), a BOI-registered enterprise, engaged in the manufacture,
assembly and test of discrete devices used in consumer products, industrial equipment, power supplies,
instrumentation and telecommunications;
FASTECH 6 (wholly owned through FASTECH 1), a Philippine Economic Zone Authority (PEZA)-registered
enterprise, engaged in the manufacture of printed circuit board assemblies, metal can packages and integrated
circuits;
FASTECH 7 (wholly owned through FASTECH 1), a PEZA-registered enterprise, engaged in the manufacture
of high volume discrete devices such as power transistors, voltage regulators and diodes;
EMS Property Holdings, Inc. (EMS) (100% equity ownership through FASTECH 1), a Philippine enterprise,
incorporated primarily to acquire, use, develop, subdivide, sell, mortgage, exchange, lease, develop and hold for
investment or otherwise, real estate of all kinds;
FASTECH Properties, Inc. (FASTECH 5) (100% effective ownership - 40% through FASTECH 1 and 60% through
EMS), a PEZA-registered enterprise, engaged in the construction of factory buildings for lease to PEZA-registered
Economic Zone (ECOZONE) enterprises;
LABTECH Asia, Inc. (Labtech) (60% owned through FASTECH 1), a Philippine enterprise, engaged in research
and design of semiconductor and electronic products; and,
FASTECH Synergy, Inc. (FSI) (wholly owned through FASTECH 1), a Philippine enterprise, dormant.
Except for FAP and Labtech which are audited by audit firms other than Arthur Andersen, all other subsidiaries are
audited by Arthur Andersen Singapore and its associated firm.
The cumulative and non-participating preferred shares of EMS and the related dividends are shown as "Minority
Interest" in the consolidated balance sheets and statements of income, respectively. The dividend is computed at the
rate of the 91-day Philippine Treasury Bill note plus three percent.
The FSL companies are interdependent companies involved in related businesses. FSL was incorporated and registered
as an exempted company with limited liability in Bermuda, under the Companies Act 1981 of Bermuda (as
amended), on September 10, 1999.
Pursuant to a restructuring scheme to rationalize the structure of the Company in preparation for the initial public
offering of FSL's shares in 1999, the following events took place:
FSL acquired the entire issued capital stock of FASTECH 1 by issuing 134,430,000 new ordinary shares of $0.10
each at par value to the then stockholders of FASTECH 1. The 134,430,000 new shares, together with the
120,000 ordinary shares issued upon the incorporation of FSL, formed the total purchase consideration for the
acquisition of the entire issued capital stock of FASTECH 1.
FASTECH 1 transferred 60% of its 100% interest in FASTECH 5 to EMS, a newly incorporated company in
which FASTECH 1 has a 100% equity interest, for a cash consideration of Php60,000,000.
FES, previously a wholly owned subsidiary of FASTECH 1, transferred its interest in the entire issued capital stock
of FAP to FSL for a cash consideration of $12,907, representing the par value of the issued capital stock of FAP,
and FASTECH 1 transferred its interest in the entire issued capital stock of FES to FSL for a cash consideration
of S$30,000, representing the par value of the issued capital stock of FES.
The Company, resulting from the foregoing restructuring exercise, is regarded as a continuing group and accordingly,
its consolidated financial statements as of December 31, 1999 and comparative figures have been prepared on a
combined basis as if the restructuring occurred at the beginning of calendar year 1998.
On September 29, 1999, the shares of FSL were admitted to the official list of the Singapore Exchange Securities
Trading Limited (SGX).
For purposes of setting up the beginning balances of the accounts in US dollar, the prior years' consolidated financial
statements have been remeasured into US dollar as follows:
a. all monetary assets and liabilities at the exchange rates prevailing at the balance sheet date;
b. capital stock, retained earnings and non-monetary assets and liabilities at historical exchange rates; and,
c. revenue and expense items at the approximate exchange rates prevailing at the time of transactions.
Exchange gains and losses arising from the above translations are credited or charged to operations in respective
years.
Foreign currency-denominated transactions are recorded in US dollar based on the exchange rates prevailing at the
dates of transactions. Exchange gains or losses arising from the settlement or restatement of foreign currency-
denominated payables and receivables are credited or charged to operations.
Inventories
Inventories are stated at the lower of cost or market, where market is defined as net realizable value for finished
goods and work in process and replacement cost for raw materials, factory and office supplies, and spare parts. In
2001, the Company changed its method of costing inventories from first-in, first-out basis to weighted-moving
average method. The effect of the change was not significant.
Depreciation and amortization are computed using the straight-line method over the following periods:
No depreciation is provided for property, plant and equipment under installation or construction.
The cost of maintenance and repairs is expensed as incurred; significant renewals and improvements are capitalized.
When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation and amortization
are removed from the accounts and any resulting gain or loss is credited or charged to current operations.
Affiliated Company
An affiliated company is a company, not being a subsidiary or associate, in which one or more of the shareholders of
the Company have a significant equity interest or exercise significant influence.
Goodwill
The difference between the Company's cost of investment and its proportionate share in the net assets of subsidiaries
is recognized as goodwill and amortized to the profit and loss account on a straight-line basis over the period of
expected benefit not exceeding 10 years. Management has determined that amortization of goodwill over 10 years
is appropriate because of the future operations prospects of the respective subsidiaries.
Borrowing Costs
Borrowing costs that are directly attributable to the construction of fixed assets are capitalized as part of the cost of
the assets. Capitalization ceases when substantially all the activities necessary to prepare the related assets for their
intended use are completed. The capitalized costs are depreciated over the same periods as the underlying assets.
Income Tax
The Company accounts for income tax in accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes," which requires the use of the liability method. If it is more
likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is
provided. The Company calculates its deferred income tax by comparing the U.S. GAAP Philippine peso tax basis
(excluding any effects of indexing for inflation) to the Philippine peso book basis (excluding any effects of changes in
exchange rates), applying the appropriate tax rates to any temporary difference and translating such deferred tax at
the balance sheet exchange rate.
The Company reports certain income and expense items for income tax purposes on a basis different from that
reflected in the accompanying consolidated financial statements. The principal differences relate to: (i) provisions for
inventory obsolescence and doubtful accounts, and recognition of accrued pension costs which are not deductible
for income tax purposes until realized and written off, and paid, respectively; and, (ii) recognition of net operating
loss carryover (NOLCO) benefit; and (iii) carryover benefit of minimum corporate income tax (MCIT).
Revenue Recognition
Revenue is recognized on the following basis:
a. Sale of goods is recognized when finished goods are billed and shipped to customers; and,
b. Interest income from bank deposits and interest-bearing advances to affiliated companies are recognized on a
time proportion basis computed on the outstanding principal using the applicable rate.
Pension Plan
Certain subsidiaries have trusteed, non-contributory defined pension plans covering substantially all regular
employees.The annual expense is determined in accordance with SFAS No. 87, "Employers' Accounting for Pension",
and is charged to current operations.
SFAS No. 87 was adopted on January 1, 2000 based on the latest actuarial valuation dated January 2002. At the date
of adoption, the net transition obligation of $184,920 is amortized on a straight-line basis over the expected average
remaining service years of the active employees covered by the plan, starting from the date the pension plans were
established. The average remaining service period used for purposes of amortizing the transition obligation is 22
years for FASTECH 2 and 23 years for FASTECH 3. Three years and one year have lapsed since the establishment
of the pension plans of FASTECH 2 and FASTECH 3, respectively. Accordingly, $16,948 of the transition obligation
was recognized as a debit to the beginning retained earnings as of December 31, 2000.
Capital Lease
Fixed assets acquired under capital lease are capitalized and depreciated over their useful lives. The capital elements
of future lease obligations are recorded as liabilities, while interest elements are charged to income over the period
of the lease to produce a constant rate of change on the balance of capital repayment outstanding.
Operating Lease
Rental payments under operating leases are charged to income on a straight-line basis over the periods of the
respective leases.
3. Accounts Receivable
3,665,556 7,505,193
Less allowance for doubtful accounts 11,469 -
Other receivables consist primarily of claims for reimbursement of advanced payment of sickness and maternity
benefits of employees from the Philippine Social Security System, advances to officers and employees, and claims for
reimbursable expenses from customers.
4. Inventories
1,934,959 1,959,163
Less allowance for inventory obsolescence 239,395 66,402
51,290,878 48,212,636
Less accumulated depreciation and amortization 16,525,587 13,895,767
34,765,291 34,316,869
Machinery and equipment under installation 2,746,165 903,416
Construction in progress 2,712,196 697,317
The “Construction in progress” account includes interest capitalized amounting to $131,133 and $20,124 in 2001
and 2000, respectively.
Certain property, plant and equipment, with net book value of $22,860,553 and $22,251,640 in 2001 and 2000,
respectively, were pledged as collateral for the short-term and long-term bank loans as disclosed in Notes 7 and 9.
Certain office equipment with net book value of $183,220 and $192,864 in 2001 and 2000, respectively, were
acquired under capital lease (see Note 10).
Certain property and equipment with net book value of $79,761 were written off in 2001.
In 2000, the Company changed the estimated useful lives of machinery and equipment from 5-6 years to 8 years.
The Company believes that the change more appropriately reflects the economic benefits to be received from these
assets. The remaining estimated useful lives of the machinery and equipment range from 6 months to 8 years. The
change increased the net income for 2000 and retained earnings as of December 31, 2000 by $1,373,955.
6. Other Assets
This account consists mainly of advances to suppliers representing down payments given to suppliers for purchases
of machinery and equipment.
7. Loans Payable
The Philippine peso and US dollar-denominated loans obtained from Philippine banks bear interest ranging from
5.5% to 13.9% in 2001 and 9.3% to 14.0% in 2000 for US dollar-denominated loans and 13.1% to 28.1% in 2001 and
10.7% to 28.1% in 2000 for Philippine peso-denominated loans.
The secured loans are collateralized by a real estate mortgage on certain properties of a subsidiary and a chattel
mortgage over the machinery and equipment of certain subsidiaries.
Certain US dollar and Philippine peso-denominated loans maturing in 2001 were renegotiated through extension of
maturity dates until 2002. Certain US dollar-denominated loans were also restructured into long-term debt in
2001 (see Note 9).
9. Long-term Debt
Date of Grant November 2000 July and October 2000 August 2000
Interest 90 days LIBOR plus 2.75% Philippine Prime Lending 13.1% fixed
spread rate
Loan II represents restructured US dollar-denominated short-term loans obtained in 2000 from a local bank with
original maturity in 2001.
The repayments of long-term debt outstanding as of December 31, 2001 are scheduled as follows:
2002 $1,943,976
2003 2,375,215
2004 547,421
2005 547,421
$5,414,033
Following is the schedule of future minimum lease payments under capital lease as of December 31, 2001 and 2000:
As of December 31
2001 2000
$ $
Amount maturing within one year 80,789 82,428
Amount maturing within two to three years 74,057 157,987
The summary of the number of common shares authorized, issued and outstanding follows:
As of December 31
2001 2000
Common shares - $0.10 par value
Authorized 1,000,000,000 1,000,000,000
Issued and outstanding 154,550,000 154,550,000
The statutory retained earnings balance as of December 31, 2001 of FSL includes accumulated equity in net earnings
of Philippine based subsidiaries amounting to Php157,446,170 and net earnings of other subsidiaries amounting to
$2,360,446. These amounts are not available for dividend declaration until declared as dividends by the subsidiaries
to FSL.
The retained earnings determined for Philippine statutory reporting purposes, expressed in Philippine peso, shall be
the basis of any dividend declaration by Philippine based subsidiaries.
The directors' remuneration and fees amounted to $204,104 for 2001 and $536,698 for 2000.
The number of directors in remuneration bands for the years ended December 31, 2001 and 2000 are as follows:
10 10
The above includes a director whose remuneration was paid via management fees to an affiliated company (see
Note 17).
The significant components of the Company's deferred tax assets, which are all Philippine income components, are
as follows:
As of December 31
2001 2000
$ $
As of December 31
2001 2000
$ $
Current deferred tax assets and non-current deferred tax assets are included in the "Prepaid expenses and other
current assets" and "Other assets" accounts, respectively in the consolidated balance sheets.
The Company can claim deduction from normal taxable income and tax due arising from NOLCO and MCIT as
follows:
NOLCO MCIT
Expiry dates:
December 31, 2002 $2,708,023 $2,713
December 31, 2003 6,251 1,934
December 31, 2004 1,510,610 38,944
The current year tax charge for the Company differs from the amount determined by applying the applicable
statutory income tax rates to the pretax profits of the respective subsidiaries, mainly due to preferential income tax
treatment enjoyed by certain subsidiaries as described below and due to certain income earned not assessable for
income tax purposes and certain expenses not currently deductible for tax purposes.
FSL was incorporated under the laws of Bermuda and, an application has been made to the relevant authorities in
Bermuda that the income and capital gains of FSL will not be subject to tax. FSL has received an undertaking from
the Ministry of Finance of Bermuda pursuant to the provisions of the exempted Undertakings Tax Protection Act
1986 (as amended) that in the event that Bermuda enacts any legislation imposing tax on profits or income, including
any withholding tax on dividends or capital gains on any capital asset, gain or appreciation, or any tax in nature of
estate duty or inheritance tax, the imposition of any such tax shall not be applicable to FSL until March 2016.
FASTECH 2 and 3 are registered with BOI as preferred and non-pioneer enterprises for the manufacture and
export of semiconductor devices. FASTECH 6 and 7 are registered with PEZA as non-pioneer ECOZONE Export
Enterprises specifically engaged in the manufacture and assembly of electronic devices at Light Industry and Science
Park ECOZONE. FASTECH 5 is registered as non-pioneer ECOZONE Facilities Enterprise engaged in the construction
of factory buildings for lease to PEZA-registered ECOZONE Enterprises.
As BOI and PEZA registered companies, the subsidiaries are entitled to certain tax and non-tax incentives and
privileges including income tax holiday (ITH) for three years for FASTECH 3 up to 2004 and for four years for
FASTECH 6 and 7 up to 2004 and 2002, respectively. PEZA registered subsidiaries are liable to pay a final tax of 5%
based on gross revenues less allowable deductions in lieu of all taxes after the ITH.
The ITH incentive of a subsidiary on sale of tape drive assemblies and printed circuit boards (PCB) expired in
October 2000. After such date, the gross income less allowable deductions relating to tape drive assemblies and
PCB is subject to 5% final tax.
Had the Company not been entitled to ITH incentive, the reported net income for the year ended December 31,
2001 and 2000 would have been lower by $1,329 ($0.00001 per common share) and $265,266 ($0.0017 per
common share), respectively.
Certain subsidiaries have defined pension plans covering substantially all regular employees. Pension plan costs are
charged to operations and are based on amounts computed by an independent actuary.
The components of net periodic pension cost for the defined benefit pension plans are as follows:
The following table sets forth the funded status and the amounts recognized in the consolidated balance sheets for
the defined benefit pension plans:
As of December 31
2001 2000
$ $
As of December 31
2001 2000
$ $
Amount recognized in the consolidated balance sheets - Accumulated
benefit obligation over plan assets 247,705 245,246
In 2001, the Company incurred a loss from pension plan curtailment of $15,339 resulting from the retrenchment of
employees.
The discount rate and expected return on plan assets are assumed to be 10%. The rate of annual salary increase is
assumed to be 9%.
The significant transactions with related parties, on terms agreed between the parties, were as follows:
18. Commitments
a. The Company is a lessee to certain office spaces until 2002 and land until 2003. The following is a schedule of
future annual minimum rental payments required under the foregoing subleases as of December 31, 2001:
Rent expense amounted to $380,309 and $373,380 for the years ended December 31, 2001 and 2000,
respectively.
The estimated fair value of financial instruments has been determined by the Company using available market
information and standard discounting methodologies; however, considerable judgment is required in interpreting
market data to develop the estimates for fair value. Accordingly, these estimates are not necessarily indicative of the
amounts that the Company could realize in a current market exchange. Certain of these financial instruments are
with major financial institutions and expose the Company to market and credit risks and may at times be concentrated
with certain counterparties or groups of counterparties. The credit worthiness of counterparties is continually
reviewed, and full performance is anticipated.
The methods and assumptions used to estimate the fair value of significant classes of financial instruments are as
follows:
Cash. The carrying amount approximates fair value because of the short maturity of those instruments.
Short-term borrowings (loans payable and trust receipts payable). Short-term borrowings bear interest at variable rates
that reflect currently available terms and conditions for similar borrowings. The carrying amount of this debt is a
reasonable estimate of fair value.
Long-term debt. Long-term debt bears interest at variable rates that reflect currently available terms and conditions
for similar debt except for Loan III. The carrying amount of this debt is a reasonable estimate of fair value.
The estimated fair value of Loan III based on the discounted value of cash flows using the applicable rate for similar
type of loan as follows:
As of December 31
2001 2000
$’000 $’000
Carrying amount 1,916 648
Fair value 1,508 480
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," requires that a public business
enterprise report financial and descriptive information about its reportable segments. Operating segments are
components of an enterprise about which separate financial information is available and evaluated regularly by the
chief decision-maker in deciding how to allocate resources and in assessing performance. Generally, financial information
is required to be reported on the basis that it is used internally for evaluating segment performance and deciding
how to allocate resources to segments. Each of the operating subsidiaries is an operating segment in accordance with
SFAS No. 131. Operating segments that have similar economic characteristics and are similar in terms of nature of
their products, the nature of the production process, the type or class of customer, and methods of distribution have
been aggregated into two reportable segments: Production I and Production II.
The Production I segment produces mainly discrete semiconductor industry devices which include power transistors,
voltage regulators and diodes while the Production II segment produces mainly customized integrated circuits, radio
frequency devices and printed circuits board assemblies.
The Production I segment is involved with high-volume and highly automated processes while the Production II
segment is involved with low-volume, high-mix products and labor intensive processes.
Operating segments that do not meet the quantitative thresholds of SFAS No. 131 have been combined and
disclosed in an "All other" column category, which consists primarily of long-lived assets used by the operating
subsidiaries. It is not practical to allocate the long-lived assets to individual reportable segments.
The accounting policies of the segments are the same as those described in the summary of significant accounting
polices. The Company evaluates performance based on net income or loss of the operating segments. The Company
accounts for intersegment revenues and transfer as if the revenues were to third parties, which is at current market
rates.
The Company's reportable segments are strategic business units that offer different products. They are managed
separately because each business requires different production process and marketing strategies.
2000
Revenues from external customers 24,232,000 7,056,681 4,480 31,293,161
Interest and bank charges - net 1,157,186 25,808 (48,458) 1,134,536
Depreciation and amortization 3,270,150 572,901 801,624 4,644,675
Segment income 5,479,992 1,411,181 357,634 7,248,807
Segment assets 35,537,893 6,235,331 27,304,582 69,077,806
Expenditure for segment assets 13,214,892 850,864 1,468,965 15,534,721
Segment liabilities 23,133,255 3,008,485 11,983,107 38,124,847
The reconciliation of reportable segment revenues, net income, assets and liabilities, to the Company's consolidated
totals, are as follows:
Years Ended December 31
2001 2000
$ $
Revenues
Total revenues 23,511,248 31,288,681
Other revenues - 4,480
Assets
Total assets for reportable segments 41,158,521 41,773,224
Other assets 27,505,565 27,304,582
Elimination of intercompany balances (18,949,984) (18,093,102)
Liabilities
Total liabilities for reportable segments 25,538,957 26,141,740
Other liabilities 12,027,571 11,983,107
Elimination of intercompany balances (18,949,984) (18,093,102)
100% 100%
It is not practical to present the long-lived assets for each geographic segment as there are assets that are jointly used
by two or more geographical segments.
100% 100%
As a result of such concentration of the customer base, loss or cancellation of business from, or significant changes
in scheduled deliveries, or decreases in the prices of products sold to, any of these customers could materially and
adversely affect the Company's results of operations and financial position.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, was issued to establish
accounting and reporting standards requiring that every derivative instrument (including certain instruments embedded
in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS
No.133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedges
allow a derivative's gain or loss to offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge
accounting treatment.
SFAS No. 133 became effective for fiscal years beginning after June 15, 2000 (January 1, 2001 for calendar year end
companies). A company may also implement SFAS No.133 as of the beginning of any fiscal quarter after issuance
(that is, fiscal quarters beginning June 16, 1998 and thereafter). However, this cannot be applied retroactively. SFAS
No. 133 must be applied to (a) derivative instruments and (b) certain derivative instruments embedded in hybrid
contracts that were issued, acquired, or substantively modified after December 31, 1997 (and, at the Company's
election, before January 1, 1998).
In 2001, the Company did not engage in any freestanding and embedded derivative transactions nor were there any
outstanding derivative contracts.
In Philippine Pesos
(Translated into
In US US Dollars
2001 Dollars at Php51.690 to $1) Total
$ $ $
Assets 6,215,284 1,542,219 7,757,503
Liabilities 12,115,900 7,780,305 19,896,205
In Philippine Pesos
(Translated into
In US US Dollars
2000 Dollars at Php49.986 to $1) Total
$ $ $
Assets 7,719,838 2,188,523 9,908,361
Liabilities 12,098,747 7,692,882 19,791,629
b. Common shares at beginning and end of year (see Note 11) 154,550,000 154,550,000
Since no dilutive potential common shares were issued or granted in 2001 and 2000, the basic and diluted EPS were
the same.
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 142, Goodwill and Other Intangible
Assets, which addresses financial accounting and reporting for acquired goodwill and other intangible assets and,
generally, adopts a non-amortization and periodic impairment-analysis approach to goodwill and indefinitely-lived
tangibles. SFAS No. 142 is effective for the Company's 2002 fiscal year or for business combinations initiated after
July 1, 2001.
In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations, which provides
accounting requirements for retirement obligations associated with tangible long-lived assets. The standard is
effective for the Company's 2003 fiscal year. Retirement obligations associated with long-lived assets included within
the scope of SFAS No. 143 are those for which there is a legal obligation to settle under existing or enacted law,
statute, written or oral contract or by legal construction under the doctrine of promissory estoppel.
In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets,
which supersedes, SFAS No. 121, Accounting for Impairment of Long-lived Assets and for Long-lived Assets to be
Disposed of, and APB No. 30. SFAS No. 144 amends the accounting and reporting standards for the disposal of
segments of a business and addresses various issues related to the accounting for impairments or disposals of long-
lived assets. The provisions of SFAS No. 144 are effective for 2002 fiscal year.
The Company is currently assessing the impact of these pronouncements on its financial statements.
As explained in Note 2, with effect from January 1, 2001, the consolidated financial statements are prepared in
accordance with U.S. GAAP. Accordingly, certain accounting policies were changed to comply with U.S. GAAP.
In 2001, the reporting currency of the Company was also changed from Philippine peso to US dollar.
The comparative amounts (in thousands, except for per share data) as of and for the year ended December 31, 2000
after the foregoing restatements are as follows:
Restated for
change in
reporting
As previously currency and
stated U.S. GAAP
Php $
Balance Sheet
Statement of Income
Distribution of Shareholdings
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Fastech Synergy Ltd (the “Company”) will be
held on 31 May 2002 at 3pm at Jubilee Lounge, Raffles Hotel Singapore, 1 Beach Road Singapore 189673 for the purpose
of transacting the following ordinary and special business:
ORDINARY BUSINESS:
1. To receive and consider the Directors’ Report and Accounts for the financial year ended 31 December 2001 and
the Auditors’ Report thereon.
2. To approve the Directors’ Fees of US$ 200,000.00 for the year 2001.
3. To reduce the maximum number of Directors from twenty (20) to seven (7).
4. To re-elect Jovenal R. Santiago, a director, who is being rotated under bye-law 105 of the Bye-Laws of the Company;
5. To re-elect Lum Choong Wah, a director, who is being rotated under bye-law 105 of the Bye-Laws of the Company;
6. To appoint SyCip Gorres Velayo & Co Philippines as Auditors of the Company and to authorize the Directors to
fix their remuneration.
7. To transact any other ordinary business which may be properly transacted at an Annual General Meeting.
SPECIAL BUSINESS:
8. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
That subject to the approval of the relevant Stock Exchange and/or other governmental or regulatory bodies
where such approval is necessary, the Board of Directors of the Company be and is hereby authorized to issue
shares from time to time provided the aggregate number of shares issued pursuant to such authority shall not
exceed fifty percent (50%) of the issued share capital of the Company at any time, of which the aggregate number
of shares issued other than on a pro rata basis to existing shareholders does not exceed twenty percent (20%) of
the issued share capital of the Company for the time being, and unless revoked or varied by the Company in
general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of
the Company is required by any applicable law or the bye-laws of the Company to be held, whichever is earlier.
13 May 2002
Notes:
1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote on
his behalf. A proxy need not be a member. The instrument appointing a proxy, must be deposited at the Share
Transfer Agent’s office of the Company at Lim Associates (Pte) Ltd, Ocean Building, 10 Collyer Quay #19-08
Singapore 049315, not less than 48 hours before the time of the above meeting.
2. The Resolution proposed in item 8, if passed, will empower the Directors from the date of the above meeting
until the next Annual General Meeting to issue shares in the Company up to and not exceeding in total 50% of
the issued share capital of the Company for the time being for such purposes as they consider would be in the
interests of the Company, provided that the aggregate number of shares issued other than on a pro rata basis to
existing shareholders does not exceed a total of 20% of the existing issued share capital of the Company. This
authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the
Company.
Website: www.fastechsynergy.com