<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
AND SUBSIDIARIES
Consolidated Financial Statements
November 24, 2001
(With Independent Auditors' Report Thereon)
<Page>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
ACT Manufacturing (Thailand) Public Company Limited:
We have audited the accompanying consolidated balance sheet of ACT Manufacturing
(Thailand) Public Company Limited and subsidiaries as of November 24, 2001, and
the related consolidated statements of income, stockholders' equity and
comprehensive income, and cash flows for the year then ended. 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 audit.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ACT Manufacturing
(Thailand) Public Company Limited and subsidiaries as of November 24, 2001, and
the results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.
September 10, 2002
KPMG Audit (Thailand) Limited
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
AND SUBSIDIARIES
Consolidated Balance Sheets
November 24, 2001
(In thousands of US$, except share data)
<Table>
<Caption>
ASSETS 2001
----------------
Current assets:
Cash and cash equivalents $ 11,538
Short-term investment (note 2) 1,020
Trade accounts receivable, net of allowance for doubtful
accounts of $6,581 23,502
Inventories, less obsolescence reserve (note 3) 23,235
Due from affiliated company 472
Other current assets 1,102
----------------
Total current assets 60,869
Other receivables 101
Net property, plant and equipment (notes 4 and 6) 18,327
Goodwill, net (note 5) 86,001
----------------
Total assets $ 165,298
================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt (note 6) $ 4,994
Bank overdrafts and notes payable to banks 3,883
Trade accounts payable 18,334
Income taxes payable (note 9) 986
Due to affiliated company 408
Accrued expenses 4,271
Other current liabilities 1,558
----------------
Total current liabilities 34,434
Long-term debt, excluding current installments (note 6) 17,553
Long-term service benefits (note 10) 490
----------------
Total liabilities 52,477
----------------
Stockholders' equity:
Common stock, Baht 10 par value. Authorized 72,050,000 shares;
issued and outstanding 68,529,136 shares in 2001 (note 8) 15,679
Additional paid-in capital (note 8) 85,783
Retained earnings 11,409
Accumulated other comprehensive loss (50)
----------------
Total stockholders' equity 112,821
Commitments and contingencies (notes 6 and 11) --
----------------
Total liabilities and stockholders'equity $ 165,298
================
</Table>
See accompanying notes to consolidated financial statements.
3
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
AND SUBSIDIARIES
Consolidated Statement of Income
Year ended November 24, 2001
(In thousands of US$, except share data)
<Table>
<Caption>
2001
----------------
Net sales $ 207,380
Cost of goods sold 183,588
----------------
Gross profit 23,792
Selling, general and administrative expenses 6,731
Amortization of goodwill 9,904
----------------
Operating income 7,157
Other income (expense):
Interest expense (2,669)
Other income 3,630
Other expense (125)
----------------
Income before income taxes 7,993
Income taxes (note 9) 449
----------------
Net income $ 7,544
================
Basic earnings per share $ 0.19
================
Weighted average number of shares outstanding-
basic 40,549,714
================
</Table>
See accompanying notes to consolidated financial statements.
4
<Page>
<Table>
<Caption>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity and Comprehensive Income
Year ended November 24, 2001
(In thousands of US$, except share data)
ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID-IN RETAINED COMPREHENSIVE STOCKHOLDERS'
STOCK CAPITAL EARNINGS LOSS EQUITY
------------ ----------- ------------ -------------- ----------------
Balances at November 25, 2000 $ 5,179 85,621 3,865 (17) 94,648
Net income -- -- 7,544 -- 7,544
Foreign currency translation
adjustments -- -- -- (33) (33)
----------------
Comprehensive income 7,511
----------------
Shares issued in connection with:
Issuance of common stock, 68,529,136
shares at Baht 10 10,500 -- -- -- 10,500
Second tender offer -- 162 -- -- 162
------------ ----------- ------------ -------------- ----------------
Balances at November 24, 2001 $ 15,679 85,783 11,409 (50) 112,821
============ =========== ============ ============== ================
</Table>
See accompanying notes to consolidated financial statements.
5
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
AND SUBSIDIARIES
Consolidated Statement of Cash Flows
Year ended November 24, 2001
(In thousands of US$)
<Table>
<Caption>
2001
--------------
Cash flows from operating activities:
Net income $ 7,544
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization of property, plant and equipment 2,125
Goodwill amortization 9,905
Provision for obsolete inventory 156
Gain on sale of equipment (52)
Provision for long-term service benefits 17
Changes in operating assets and liabilities:
Trade accounts receivable 21,806
Inventories 16,516
Due from affiliated company (472)
Other current assets 638
Other receivables (2)
Trade accounts payable (29,734)
Income taxes payable 326
Due to affiliated company (3,086)
Accrued expenses (7,054)
Other current liabilities 289
--------------
Net cash provided by operating activities 18,922
--------------
Cash flows from investing activities:
Purchases of short-term investments (1,020)
Proceeds from sale of equipment 65
Purchases of property, plant and equipment (3,037)
--------------
Net cash used in investing activities (3,992)
--------------
Cash flows from financing activities:
Net payments on bank overdrafts and notes payable to banks (26,292)
Principal payments on long-term debt (16,523)
Proceeds from long-term debt 24,970
Proceeds from issuance of common stock 10,500
--------------
Net cash used in financing activities (7,345)
--------------
Effects of exchange rate differences on cash and cash equivalents (52)
--------------
Net increase in cash and cash equivalents 7,533
Cash and cash equivalents at beginning of year 4,005
--------------
Cash and cash equivalents at end of year $ 11,538
==============
Supplemental disclosure of cash flow information: Cash paid during the year:
Interest 2,798
Income taxes 725
Supplemental disclosure of non-cash activities:
Increase in goodwill from purchase of shares from minority
shareholders by Parent 162
</Table>
See accompanying notes to consolidated financial statements.
6
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
November 24, 2001
In Thousands of US$
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
(a) DESCRIPTION OF BUSINESS
ACT Manufacturing (Thailand) PCL ("the Company") is a registered Thai
company in the business of assembling electronic products for export.
The Company was listed on the Stock Exchange of Thailand in 1989. On
August 2, 2000, ACT Manufacturing Inc. ("ACT Inc."), a registered
company in the United States, acquired 99.7% of the Company's issued
shares and all of the outstanding options. The Company was delisted
from the Stock Exchange of Thailand and changed its name to ACT
Manufacturing (Thailand) Public Company.
The Company has three wholly owned subsidiaries located in Singapore,
California and Wales. The subsidiaries' activities range from
purchasing in Singapore and sales and marketing in California. The
subsidiary in Wales is dormant and currently does not conduct any
business.
Thailand and many Asia Pacific countries continue to experience
economic difficulties since 1997. The accompanying consolidated
financial statements reflect management's current assessment of the
possible impact of the economic conditions on the financial position
of the Company and subsidiaries.
(b) BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The financial statements and associated notes are presented in US
dollars, rounded to the nearest thousand.
The consolidated financial statements include the financial statements
of ACT Manufacturing (Thailand) Public Company Limited and its three
wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
(c) CASH AND CASH EQUIVALENTS
Cash equivalents consist of cash in hand and deposits at banks and
financial institutions with original maturities of three months or
less.
(d) ACCOUNTS RECEIVABLE
Accounts receivable are recorded at cost, less the related allowance
for doubtful accounts. The allowance for doubtful accounts is based on
management's evaluation of specific accounts.
(e) INVENTORIES
Inventories include material, labor and overhead and are stated at the
lower of cost or market. Cost is determined using the first-in,
first-out method.
7
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
November 24, 2001
In Thousands of US$
(f) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation on plant
and equipment is calculated on the straight-line method over the
estimated useful lives of the assets. Leasehold improvements are
amortized straight-line over the shorter of the lease term or estimated
useful life of the asset. The useful lives of the classes of property,
plant and equipment are as follows:
<Table>
Buildings 20-25 years
Machinery and equipment 4-5 years
Leasehold improvements 5-10 years
Vehicles 2-5 years
</Table>
(g) GOODWILL
Goodwill, which represents the excess of purchase price over fair value
of net assets acquired, is amortized on a straight-line basis over the
period of expected benefit of 10 years. Goodwill is stated at net of
amortization. (See note 1(j))
(h) INCOME TAXES
Income taxes are accounted for under the asset and liability method.
Deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.
(i) LONG-TERM SERVICE BENEFIT
Under labor laws applicable to companies in Thailand, all employees
with more than 120 days of service are entitled to severance pay on
termination of service, including death, forced termination or
retrenchment, or in the event of retirement at age 60. The termination
benefits are unfunded.
(j) IMPAIRMENT
The Company accounts for long-lived assets in accordance with the
provisions of SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This
Statement requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future net cash
flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell.
(k) REVENUE RECOGNITION
Revenue is recognized upon shipment of the product or otherwise, under
certain contracts, when title to and risks and rewards of ownership
pass to the customer.
8
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
November 24, 2001
In Thousands of US$
(l) COMMITMENTS AND CONTINGENCIES
Liabilities for loss contingencies, arising from claims, assessments,
litigation, fines and penalties and other sources are recorded when it
is probable that a liability has been incurred and the amount of the
assessment can be reasonably estimated.
(m) EARNINGS PER SHARE
Basic and diluted earnings per share are computed using the weighted
average number of shares outstanding. As at November 24, 2001, there
were no instruments outstanding that would have a dilutive effect on
the diluted earnings per share calculation.
(n) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash
equivalents, short-term investments, accounts receivable, accounts
payable and loans from financial institutions. The Company believes
that the carrying amount of these instruments approximate their fair
value.
(o) FOREIGN CURRENCY
Transactions in foreign currencies are translated to US dollars at the
foreign exchange rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the
balance sheet date are translated to US dollars at the foreign
exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognized in the statement of income.
Total foreign exchange gains are included in other income and totaled
approximately $1,760.
The Company's functional currency is US dollars. The financial
statements of the Company's foreign subsidiaries are measured in the
local currency as the functional currency. Assets and liabilities are
translated at exchange rates in effect at the balance sheet date.
Revenue and expenses are translated at average exchange rates in
effect during the year. The effects of these translation adjustments
are reported as a separate component of stockholders' equity.
(p) USE OF ESTIMATES
Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and
the disclosure of contingent assets and liabilities to prepare these
financial statements in accordance with generally accepted accounting
principles. Actual results could differ from those estimates.
(2) SHORT-TERM INVESTMENTS
Short-term investments consist of fixed term deposits with maturities
between three months and one year. At November 24, 2001 fixed term
deposits amounted to $1,020.
9
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
November 24, 2001
In Thousands of US$
(3) INVENTORIES
Inventories consist of the following:
<Table>
<Caption>
2001
--------------
Finished goods $ 3,990
Work in process 4,373
Raw materials 18,678
Less: Provision for obsolete
inventory (3,806)
--------------
$ 23,235
==============
</Table>
At November 24, 2001 the amount of finished goods, included above,
consigned to customers totals $2,800.
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as at November 24, 2001 consist of the
following:
<Table>
<Caption>
2001
---------------
Land $ 3,266
Buildings 6,809
Machinery and equipment 9,881
Leasehold improvements 1,044
Vehicles 17
Construction in progress 101
---------------
Total 21,118
Less accumulated depreciation (2,791)
---------------
$ 18,327
===============
</Table>
Depreciation expense amounted to $2,125 for the year ended November
24, 2001.
(5) GOODWILL
The changes in the carrying amount of goodwill for the year ended
November 24, 2001 are as follows:
<Table>
Balance at November 24, 2000 $ 95,744
Goodwill acquired during the year 162
Amortization during the year (9,905)
---------------
Balance at November 24, 2001 $ 86,001
===============
</Table>
The accumulated amortization of goodwill at November 24, 2001 was
approximately $13,200.
10
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
November 24, 2001
In Thousands of US$
(6) BORROWING FACILITIES
In March 2001, the Company entered into a credit facilities agreement
with two local banks, which has five tranche facilities. The agreement
is guaranteed by ACT Manufacturing Inc. and secured by the Company's
land and buildings in Korat, Rangsit and Hi-Tech Industrial Estate and
certain machinery and equipment with a total net book value at November
24, 2001 of $10,800. These loans carry restrictive covenants pertaining
to the performance and the ratio of debt to equity which will be
effective beginning January 2002. The five tranche facilities include
the following:
Tranche A and B are long-term facilities with maximum aggregate
principals of $24,970. Both Tranches bear interest at LIBOR plus 2.5%
and are payable in quarterly installments until 2006. As at November
24, 2001, interest rates ranged from 6.25% to 7.38%. The total from
both Tranches outstanding at November 24, 2001 was $22,547.
Tranche C is short-term revolving credit lines aggregating $28.5
million, of which $1,085 was outstanding as at November 24, 2001. The
credit lines bear interest at a range of LIBOR plus 2.5% to 2.75%. At
November 24, 2001, interest rates ranged from 6.41% to 6.87%.
Tranche D is banking overdraft lines aggregating Baht 20 million, of
which Baht 2.146 million ($49) was outstanding at November 24, 2001.
The Company's banking overdraft lines carry interest at the rate of
MOR, which was equal to 8% on average.
Trance E is a guarantee credit line aggregating Baht 40 million, of
which Baht 32 million ($730) was outstanding at November 24, 2001.
The Company has another short-term revolving credit line facility
aggregating $4,000, which was not used at November 24, 2001. The
overdraft line carries interest at LIBOR plus 2.75%.
One of the Company's subsidiaries has outstanding bank overdrafts
amounting to $2,749 at November 24, 2001. The bank overdrafts bear
interest at rates ranging from prime to prime plus 2% per annum.
The aggregate amounts of maturities of long-term debt for each of the
five years subsequent to November 24, 2001 are as follows: 2002,
$4,994; 2003, $4,994; 2004, $4,994; 2005, $4,994; and 2006, $2,571.
Interest cost incurred during the year amounted to approximately
$2,699.
11
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
November 24, 2001
In Thousands of US$
(7) LEASES
The Company leased the property located at Korat plant to a third
party under a 5-year cancelable agreement with a renewal option for an
additional 3 years. Each party to the agreement has the right to
terminate the lease by giving 6 months written notice to the other. At
November 24, 2001 the gross amount of plant and equipment and related
accumulated amortization relating to this operating lease amounted to
approximately $4,900 and $1,300, respectively.
The Company also has several noncancelable operating leases, primarily
for vehicles and computer equipment that expire over the next three
years. Rental expenses for operating leases during 2001 amounted to
$509.
Future minimum lease payments under noncancelable operating leases
(with initial or remaining lease terms in excess of one year) at
November 24, 2001 are 2002: $493; 2003: $289; and 2004: $127.
(8) STOCKHOLDERS' EQUITY
The Company increased its registered capital from Baht 220.5 million
to Baht 720.5 million by issuing 50 million new shares at par value of
Baht 10. The shares were allocated only to ACT Inc. ACT Inc. paid up
approximately $10,500 for 47 million of the shares allocated during
the year ended November 24, 2001. Total issued and paid-up share
capital at November 24, 2001 amounted to $15,679.
(9) INCOME TAXES
The Company has been granted certain rights and privileges as a
promoted industry under the Thailand's Board of Investment ("BOI").
The primary privileges received from BOI include an exemption from
income tax on profit from operations and an exemption from import duty
on production machinery and equipment and raw materials used in
products for export. These privileges are available for a period of
seven years. The majority of these privileges will end in January
2004.
Current income tax expense based on income before income taxes
consisted of domestic and foreign taxes in the amount of $317 and
$132, respectively. There was no deferred income tax expense.
12
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
November 24, 2001
In Thousands of US$
Income tax expense (benefit) differed from the amounts computed by
applying the Thailand income tax rate of 30% to pretax income from
continuing operations as a result of the following:
<Table>
<Caption>
2001
-------------
Tax at statutory rate $ 2,398
Increase (reduction) in income taxes
resulting from:
Amortization of goodwill, not
deductible for tax 2,972
Income tax benefit from BOI privileges (4,824)
Other, net (97)
-------------
Income tax expense $ 449
=============
</Table>
The Company does not have any deferred tax assets or liabilities at
November 24, 2001. The excess of tax basis over book basis is
projected to turn around during the period that the Company will be
receiving BOI privileges. The effective tax rate during the BOI
privilege period is zero. For the year ended November 24, 2001 the
income tax benefit from BOI privileges amounted to $0.12 per share.
The Company has not recognized differences between the carrying
amounts over the tax basis for investments in foreign subsidiaries
because assets representing those differences will be permanently
reinvested.
(10) LONG-TERM SERVICE BENEFITS
At November 24, 2001, the present value of the unfunded obligations
for long-term service benefits due to employees was approximately
$490. Current service costs recognized in the statement of income
amounted to $17. The assumptions used included a discount rate of 6.0%
and a rate of compensation increase of 3.0%. During the year, no
actual benefits were paid.
(11) COMMITMENTS AND CONTINGENCIES
The Company received a claim from a supplier relating to purchase
commitments. This claim was recorded as a liability at November 24,
2001 and ultimately settled in May 2002 for an amount of $500. The
Company is not involved in any other legal proceedings.
13
<Page>
ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
November 24, 2001
In Thousands of US$
(12) SUBSEQUENT EVENTS
On December 21, 2001, ACT Inc. filed a petition for reorganization
under Chapter 11 of the United States Bankruptcy Code. ACT Inc.'s
bankruptcy filing does not include its foreign operations; however,
ACT Inc. does serve as guarantor of the Company's credit facilities
agreement dated March 29, 2001. The Company has since received written
confirmation from its lenders that the bankruptcy petition of ACT Inc.
does not presently constitute a breach of the Guarantee or cause a
default of the Agreement by the Company. The Company and ACT Inc. have
notified the banks of the bankruptcy filing as is stipulated in the
agreement.
On July 29, 2002, Benchmark Electronics, a registered corporation in
the United States, purchased ACT Inc.'s 99.77% shareholding in the
Company. The purchase was pursuant to the terms of an Asset and Share
Purchase Agreement dated July 2, 2002 between Benchmark Electronics
and ACT Inc. The purchase agreement was approved by the bankruptcy
court.
14