SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
-------------------
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 1-14542
ASIA PACIFIC WIRE & CABLE
CORPORATION LIMITED
(Exact name of Registrant as specified in its charter)
BERMUDA
(Jurisdiction of incorporation or organization)
19 BENOI ROAD, LEVEL 3A
SIGMA CABLE HIGH TECH COMPLEX
SINGAPORE 629909
(Address of principal executive offices)
Securities registered or to be registered pursuant to
Section 12 (b) of the Act.
Title for each class Name of each exchange on which registered
COMMON SHARE, PAR VALUE $0.01 PER SHARE (THE "COMMON STOCK") NONE
Securities registered or to be registered pursuant to Section 12 (g) of the Act.
None
------------------------------
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.
Common Stock
------------------------------
(Title of Classes)
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report.
13,830,769 shares of Common Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark which financial statement item the registrant
has elected to follow. Item 17 [ ] Item 18 [X]
CONTENTS
OTHER CONVENTIONS.................................................................................................1
Item 1: Identity of Directors; Senior Management and Advisers.................................................1
Item 2: Offer Statistics and Expected Timetable...............................................................1
Item 3: Key Information about Asia Pacific Wire & Cable.......................................................1
3.1 Selected Consolidated Financial Data..................................................................1
3.2 Exchange Rates........................................................................................2
3.3 Risk Factors..........................................................................................5
3.4 Forward-looking Statements...........................................................................11
Item 4: Information on the Company...........................................................................11
4.1 History and Development of the Company; Recent Developments..........................................11
4.2 Business Overview....................................................................................14
4.3 Organizational Structure.............................................................................28
4.4 Property, Plant and Equipment........................................................................31
Item 5: Operating and Financial Review and Prospects.........................................................33
5.1 Disclosures of Critical Accounting Policies..........................................................33
5.2 Summarized Income Statement..........................................................................36
5.3 Operating Results....................................................................................38
5.4 Liquidity and Capital Resources......................................................................45
5.5 Inflation............................................................................................48
Item 6: Directors, Senior Management and Employees...........................................................48
6.1 Directors and Senior Management......................................................................48
6.2 Audit Committee......................................................................................49
6.3 Remuneration Committee...............................................................................50
6.4 Compensation.........................................................................................50
6.5 Employees............................................................................................50
Item 7: Major Shareholders and Related Party Transactions....................................................51
7.1 Major Shareholders...................................................................................51
7.2 Related Party Transactions...........................................................................51
Item 8: Financial Information................................................................................52
8.1 Legal Proceedings....................................................................................52
8.2 Dividend Policy......................................................................................54
Item 9: The Offer and Listing................................................................................54
9.1 Historical Trading Information.......................................................................54
9.2 Nature of the Trading Market.........................................................................56
i
Item 10: Additional Information...............................................................................56
10.1 Memorandum of Association and Bye-laws...............................................................56
10.2 Material Contracts...................................................................................65
10.3 Environmental Matters................................................................................67
10.4 Insurance............................................................................................67
10.5 Credit Support.......................................................................................67
10.6 Taxation.............................................................................................68
10.7 Documents on Display.................................................................................72
Item 11: Quantitative and Qualitative Disclosures About Market Risk...........................................72
11.1 Foreign Currency Exposure............................................................................72
11.2 Interest Rate Risk...................................................................................73
11.3 Risks Relating to Copper.............................................................................74
Item 12: Description of Securities Other Than Equity Securities...............................................74
Item 13: Defaults, Dividend Arrearages and Delinquencies......................................................74
Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds.........................74
Item 15: Disclosure Controls and Procedures...................................................................74
Item 16: Audit Matters........................................................................................75
16.1 Audit Committee Financial Expert.....................................................................75
16.2 Code of Ethics.......................................................................................75
16.3 Principal Accountant Fees and Services...............................................................75
Item 17: Financial Statements.................................................................................76
Item 18: Financial Statements.................................................................................76
Item 19: Exhibits.............................................................................................76
19.1 Index to Asia Pacific Wire & Cable Corporation Limited Audited Financial Statements..................76
19.2 Index to Exhibits....................................................................................76
SIGNATURE PAGE
CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AUDITED FINANCIAL
STATEMENTS
EXHIBIT 4.4 - SETTLEMENT AGREEMENT [TRANSLATION]
EXHIBIT 10 - CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT
EXHIBIT 16.2 - CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS
ii
OTHER CONVENTIONS
Unless otherwise specified, all references in this Annual Report to
"Thailand" are to the Kingdom of Thailand, all references to "Singapore" are to
The Republic of Singapore, all references to "Taiwan" are to Taiwan, The
Republic of China, all references to "China" and to the "PRC" are to The
People's Republic of China, all references to "Australia" are to the
Commonwealth of Australia and all references to the "US" are to the United
States of America.
Most measurements in this Annual Report are given according to the
metric system. Standard abbreviations of metric units (e.g., "mm" for
millimeter) have been employed without definitions. All references in this
Annual Report to "tons" are to metric tons, which are equivalent in weight to
2,204.6 pounds.
With respect to measurements relating to the manufacture of wire and
cable products, references to "pkm" are to kilometers of twisted pairs of copper
wire.
PART I
ITEM 1: IDENTITY OF DIRECTORS; SENIOR MANAGEMENT AND ADVISERS
(Not applicable)
ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE
(Not applicable)
ITEM 3: KEY INFORMATION ABOUT ASIA PACIFIC WIRE & CABLE
3.1 SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data are derived from the
consolidated financial statements of Asia Pacific Wire & Cable Corporation
Limited (the "Company") for the years ended December 31, 1999, 2000, 2001, 2002
and 2003 prepared in accordance with U.S. GAAP.
The selected data set forth below should be read in conjunction with,
and is qualified in its entirety by, the Consolidated Financial Statements of
the Company included in Item 5: Operating and Financial Review and Prospects,
Item 18: Financial Statements, and the notes thereto.
(See chart on following page)
1
Year ended December 31,
---------------------------------------------------------------------
1999 2000 2001 2002 2003
---------------------------------------------------------------------
(in thousands, except per share amounts)
Income Statement Data:
Net sales.......................... $143,144 $192,194 $197,311 $241,179 $211,399
Cost of sales...................... (125,365) (174,983) (177,352) (206,435) (178,239)
---------------------------------------------------------------------
Gross profit....................... 17,779 17,211 19,959 34,744 33,160
Other operating income............. -- -- -- -- 1,336
Operating expenses................. (17,617) (13,347) (15,616) (19,282) (20,351)
Goodwill written off............... (2,142) -- (506) -- --
Impairment loss.................... -- (1,404) -- (1,559) --
---------------------------------------------------------------------
Operating profit/(loss)............ (1,980) 2,460 3,837 13,903 14,145
Exchange gain/(loss)............... (554) (6,226) (81) (16) 4,161
Net interest income/(expense)...... (2,306) (3,686) (3,173) (1,499) (1,122)
Share of net income/(loss) of
equity investees ................ (387) (2,844) (2,535) (4,090) 1,475
Gain on share issuance by
subsidiaries and affiliates...... -- -- -- 1,011 --
Gain/(loss) on sale of investment.. -- 2,716 743 (557) (885)
Gain on disposal of property....... -- 6,634 -- -- --
Others............................. 297 1,299 1,619 2,502 (214)
---------------------------------------------------------------------
Income/(loss) before income taxes
and minority interests........... (4,930) 353 410 11,254 17,560
Income taxes....................... (1,163) (7,584) 1,411 (4,683) (2,477)
Minority interests................. 1,268 3,791 (1,730) (1,780) (5,083)
---------------------------------------------------------------------
Net income/(loss).................. $ (4,825) $(3,440) $ 91 $ 4,791 $ 10,000
---------------------------------------------------------------------
Earnings/(loss) per share(1)....... $ (0.35) $ (0.25) $ 0.01 $ 0.35 $ 0.72
1999 2000 2001 2002 2003
---------------------------------------------------------------------
Balance Sheet Data:
Cash and cash equivalents.......... $21,206 $24,634 $14,241 $14,431 $25,032
Working capital.................... 36,999 30,988 36,900 46,446 71,141
Total assets....................... 214,118 209,951 193,426 208,193 232,176
Total debt......................... 53,541 84,475 54,559 49,681 33,780
Total shareholders' equity......... 96,658 84,674 80,718 92,047 107,176
3.2 EXCHANGE RATES
Unless otherwise specified, references in this Annual Report to "$",
"U.S. dollars" or "US$" are to United States dollars; all references to "Bt",
"Thai Baht" or "Baht" are to Baht, the legal tender currency of Thailand; all
references to "S$" are to Singapore dollars, the legal tender currency of
Singapore; all references to "A$" are to Australian dollars, the legal tender
currency
- --------
(1) The calculation of the earnings/(loss) per share is based on 13,830,769
shares of Common Stock for the years ended December 31, 1999, 2000, 2001,
2002 and 2003, which gives effect to the issuance of 3,097,436 common
shares in connection with the acquisition of Crown Century Holdings Limited
and its wholly owned subsidiary.
2
of Australia; and all references to "Rmb" are to Chinese Renminbi Yuan, the
legal tender currency of China.
Unless otherwise noted, translation of amounts from Baht, Singapore
dollars, Australian dollars and from Chinese Renminbi Yuan to U.S. dollars for
the convenience of the reader have been made at the respective noon buying rates
in New York City for cable transfers in those currencies as certified for
customs purposes by the Federal Reserve Bank of New York (the "Noon Buying
Rate") on December 31, 2003. The respective Noon Buying Rates on December 31,
2003 were US$1.00 = Bt 39.63; S$ 1.699; A$ 1.330; and Rmb 8.28. The respective
Noon Buying Rates on June 23, 2004, the latest practicable date before
publication of this annual report, were US$1.00 = Bt 41.03; S$ 1.72; A$ 1.43 and
Rmb 8.28. No representation is made that the foreign currency amounts could have
been or could be converted into U.S. dollars on these dates at these rates or at
any other rates.
Thailand
On July 2, 1997, the Bank of Thailand announced it had switched from a
system which had pegged the Baht to a basket of foreign currencies dominated by
the U.S. dollar (the composition of which is not made public) to "a managed
float which would allow the Baht's value to be determined by market forces to
reflect economic fundamentals". This change in monetary policy allowed the Baht
to decline in value relative to the U.S. dollar. The fall in the value of the
Baht was exacerbated by subsequent financial crises in the region, particularly
in Indonesia and South Korea. The Baht stabilized in 1999, buoyed by return of
investors' confidence and some capital inflows. However, from mid-2000, the Thai
economy began to decelerate as a result of weak domestic demand, coupled with a
major fiscal expansion program espoused by the newly elected government, which
contributed to a weakening of the Thai Baht. Since then, the Baht has remained
relatively stable. At the rate of US$1.00 = Bt 41.03 as of June 23, 2004, the
Baht has depreciated by approximately 40% since its flotation.
The following tables set forth, for the periods indicated, certain
information concerning the Noon Buying Rate. No representation is made that the
Baht or US dollar amounts referred to herein could have been or could be
converted into U.S. dollars or Baht, as the case may be, at any particular rate
or at all.
(See chart on following page.)
3
YEAR ENDED DECEMBER 31, AT PERIOD END AVERAGE(1) LOW HIGH
- ---------------------------------------- -------------- ------------------ --------------- -------------
(BT PER $1.00)
1998............................... 36.500 40.764 56.100 35.780
1999............................... 37.450 37.048 38.650 36.180
2000 .............................. 43.478 40.000 44.380 36.970
2001 .............................. 44.240 44.517 45.820 42.300
2002.............................. 43.200 43.020 44.20 41.07
2003.............................. 39.630 41.564 43.18 39.09
(1) Average means the average of the Noon Buying Rates on the last day of each
month during a year.
The high and low exchange rates for the six months preceding the date of this
report were:
MONTH HIGH LOW
- ---------------------------------------- -------------- -----------------
December 2003 39.58 39.93
January 2004 38.89 39.54
February 2004 38.87 39.35
March 2004 39.28 39.62
April 2004 39.06 40.04
May 2004 39.93 40.93
- -----------
Sources: Federal Reserve Bulletin, Board of Governors of the Federal Reserve
System. Federal Reserve Statistical Release H.10(512), from the website of the
Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov.
Singapore
The Singapore dollar is convertible into foreign currencies and floats
against a trade-weighted basket of foreign currencies, the composition of which
is not made public by Singapore's central bank, the Monetary Authority of
Singapore, but of which the US dollar is a component. The following tables set
forth, for the periods indicated, certain information concerning the Noon Buying
Rate of the Singapore dollar. No representation is made that the Singapore
dollar or US dollar amounts referred to herein could have been or could be
converted into US dollars or Singapore dollars, as the case may be, at any
particular rate or at all.
(See chart on following page.)
4
YEAR ENDED DECEMBER 31, AT PERIOD END AVERAGE(1) LOW HIGH
- ---------------------------------------- -------------- ------------------ --------------- -------------
(S$ PER $1.00)
1998............................... 1.651 1.668 1.796 1.581
1999............................... 1.732 1.699 1.737 1.658
2000 .............................. 1.733 1.730 1.760 1.654
2001 .............................. 1.847 1.797 1.854 1.732
2002.............................. 1.735 1.791 1.852 1.731
2003.............................. 1.699 1.741 1.784 1.699
(1) Average means the average of the Noon Buying Rates on the last day of each
month during a year.
The high and low exchange rates for the six months preceding the date of this
report were:
MONTH HIGH LOW
- ---------------------------------------- -------------- -----------------
December 2003 1.699 1.724
January 2004 1.691 1.707
February 2004 1.671 1.703
March 2004 1.675 1.716
April 2004 1.668 1.705
May 2004 1.685 1.728
- -----------
Sources: Federal Reserve Bulletin, Board of Governors of the Federal Reserve
System. Federal Reserve Statistical Release H.10(512), from the website of the
Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov.
3.3 RISK FACTORS
3.3.1 CONTROL BY PEWC; BANKRUPTCY OF PUSA; CONTRACTUAL
ARRANGEMENTS WITH PEWC
As of December 31, 2003, Pacific Electric Wire and Cable Co., Ltd
("PEWC") indirectly held approximately 75.4% of the outstanding shares of Common
Stock. Of these shares, Pacific USA Holdings Corp. ("PUSA"), a subsidiary of
PEWC, holds 53.0% of the outstanding shares of Common Stock. On December 2,
2002, PUSA filed a voluntary petition for bankruptcy protection under Chapter 11
of the United States Bankruptcy Code. The future ownership of these shares may
be affected by these bankruptcy proceedings and the resolution of certain
litigation involving an Amended and Restated Pledge Agreement dated as of
February 20, 2002 among Swiss Re Financial Products Corporation ("Swiss Re"),
PUSA, certain affiliates of PUSA and PEWC (the "Pledge Agreement") pursuant to
which these shares (the "Pledged Shares") were pledged to Swiss Re.
5
On October 16, 2003, Swiss Re entered into an agreement with Set
Top International, Inc. ("Set Top"), pursuant to which Swiss Re assigned its
rights under the Pledge Agreement to Set Top. On December 4, 2003, the Company
and PEWC commenced an action in the United States District Court for the
Southern District of New York contesting the validity of the transactions
underlying the assignment of the Pledge Agreement. However, Set Top proceeded to
exercise the rights it believed it acquired under the assignment of the Pledge
Agreement. On March 10, 2004, Set Top held a foreclosure sale and acquired for
itself a beneficial interest in the Pledged Shares.
Pursuant to a Settlement Agreement entered into by and among the
Company, PEWC and Set Top as of July 2, 2004 (the "Settlement Agreement"), PEWC
has agreed to pay Set Top $25 million (the "Settlement Amount") for all of Set
Top's interest in the Company's shares. Also pursuant to the Settlement
Agreement, Set Top has agreed to withdraw as a creditor and party in interest to
the PUSA bankruptcy proceedings. If PEWC fails to pay the Settlement Amount by
August 30, 2004 (subject to extension), Set Top will become the controlling
shareholder of the Company. Consequently, Set Top would be able to elect the
majority of the members of our Board of Directors and have the power to
determine the outcome of other actions requiring the approval of our
shareholders. While the Company, PEWC and Set Top have executed the Settlement
Agreement, the actions called for by that agreement have not yet been
implemented and the Company cannot provide assurances that each of the parties
will take the actions which that party has agreed to take under the Settlement
Agreement. See Exhibit 4.4 "Settlement Agreement [Translation]". See also
Section 4.1.2 "Recent Developments" and Section 8.1 "Legal Proceedings".
We engage in transactions in the ordinary course of business with
PEWC, including the purchase of certain raw materials and the distribution of
PEWC products in various countries in the Asia Pacific region. We and PEWC have
entered into a composite services agreement dated November 7, 1996, as amended
and supplemented (the "Composite Services Agreement"), which contains provisions
that define our relationship and the conduct of our respective businesses and
confers certain preferential benefits on us. This agreement is renewable at our
option and currently in force. However, we are unable to predict whether PEWC
would, at some future date, seek to limit the business it conducts with the
Company pursuant to the terms of the Composite Services Agreement.
3.3.2 COMPETITION
The wire and cable industry in the Asia Pacific region is highly
competitive. Our competitors include a large number of independent domestic and
foreign suppliers. Certain competitors in each of our markets have substantially
greater manufacturing, sales, research and financial resources than we do. We
and other wire and cable producers increasingly compete on the basis of product
quality and performance, reliability of supply, customer service and price. To
the extent that one or more of our competitors is more successful with respect
to the primary competitive factors, our business could be adversely affected.
See Section 4.2.6 "Competition" for additional information with reference to the
competitive environment we face in specific countries.
3.3.3 RISKS RELATING TO COPPER
Copper is the principal raw material we use, accounting for a
majority of the cost of sales. We purchase copper at prices based on the average
prevailing international spot market prices on the London Metal Exchange (the
"LME") for copper for the one month prior to purchase. The price of copper is
influenced heavily by global supply and demand as well as
6
speculative trading. As with other costs of production, an increase in the price
of copper will increase our cost of sales. Whether this has a material impact on
our operating margins and financial results depends primarily on our ability to
pass on these increased costs to our customers. The selling price of our
products is based in part on the cost of copper used to manufacture those
products. In addition, in the ordinary course of business we maintain
inventories of raw materials and finished products reasonably necessary for the
conduct of our business. These inventories typically reflect the cost of copper
prevailing in the market at the time of purchase. Most of our sales of
manufactured products reflect copper prices prevailing at the time the products
are ordered. Copper prices have been subject to considerable volatility in
recent years and this volatility has had a significant impact on our revenues
and profits. Accordingly, significant volatility in copper prices could have an
adverse effect on our operations. No assurance can be given that such volatility
will not continue to recur. (See Section 11.3 "Risks Relating to Copper" for
additional information).
3.3.4 EXPOSURE TO FOREIGN EXCHANGE RISKS
Changes in exchange rates influence our results of operations. Our
principal operations are located in Thailand and Singapore and a substantial
portion of our revenues are denominated in Baht or Singapore dollars. Nearly all
of the raw materials for these operations are imported and paid for in U.S.
dollars and a substantial portion of our future capital expenditures are
expected to be in U.S. dollars. We require a significant amount of U.S. dollars
for our ongoing equipment upgrade and maintenance programs. Any devaluation of
the Baht or the Singapore dollar against the U.S. dollar would increase the
effective cost of foreign manufacturing equipment and the amount of foreign
currency denominated expenses and liabilities and would have an adverse impact
on our operations. Forward foreign exchange contracts are used on a selective
basis to hedge foreign exchange risk, but they do not provide any assurance that
we will not incur substantial losses in the event of a devaluation of the Baht
or Singapore dollar against the U.S. dollar.
Although our reporting currency is U.S. dollars, the functional
currency of our Singapore operations, which accounted for 16.7% of Company sales
(including sales of Distributed Products) in 2003, is the Singapore dollar, and
the functional currency of our Thai operations, which accounted for 44.2% of our
sales in 2003, is the Baht. Accordingly, the functional currency accounts of
these operations are translated into U.S. dollars utilizing, for the year, the
balance sheet exchange rate for balance sheet accounts, and an average exchange
rate for the year for the income statement accounts. Such translation of the
functional currency accounts is recognized as a separate component of
shareholders' equity. Any devaluation of the Baht or Singapore dollar against
the U.S. dollar would adversely affect our financial performance measured in
U.S. dollars.
3.3.5 RISKS RELATING TO THAILAND
A substantial portion of our Thai operations, which accounted for
approximately 44.2% of our net sales in 2003, consists of the manufacture of
telecommunications and power cable and sales of those products for use in
large-scale telecommunications projects and various construction projects in
Thailand. As a result, our future performance will depend in part on the
political situation in Thailand and the general state of the Thai economy. In
July 1997, the
7
floatation of the Thai Baht caused the currency to fall in value against the
U.S. Dollar and triggered declines in other regional currencies, such as the
Singapore Dollar and Australian Dollar. The Thai Baht generally appreciated
against the U.S. Dollar during the course of 1998 and largely stabilized in
1999. However, from mid-2000, the Thai economy began to decelerate as a result
of weak domestic demand, coupled with a major fiscal expansion program espoused
by the newly elected government, causing the Thai Baht to weaken further. Such
fluctuations in the value of the Thai Baht may negatively impact our
performance. The Baht has since stabilized at approximately Baht 39 to Baht 43
to US$ 1 in 2003.
3.3.6 RISKS RELATING TO CHINA
The economy of China differs from that of most free-market
economies in such respects as structure, government involvement, level of
development, growth rate, capital reinvestment, allocation of resources, rate of
inflation and balance of payments position. The economy of China has been a
planned economy subject to one-, five- and ten-year plans adopted by central PRC
government authorities and implemented, to a large extent, by provincial and
local authorities, which set out production and development targets for state
enterprises. Although the majority of productive assets in China are still owned
by the PRC government, more recently the PRC government has implemented economic
reform measures which emphasize decentralization, utilization of market forces
and the development of foreign investment projects such as Ningbo Pacific Cable
Co., Ltd. ("NPCDC").
Until March 1998, when a government restructuring plan to abolish
fifteen ministries, including the PRC Ministry of Post and Telecommunications
(the "MPT"), was approved by the National People's Congress, the MPT set
telecommunications policies at the national level in China and supervised the
provincial post and telecommunications bureaus in each province of China, which
are (and are expected to remain) semi-autonomous and responsible for developing
operating networks within each province. The PRC government, through the
Ministry of Information Industry (the "MII") (which incorporates the MPT),
remains the primary provider of telecommunications service in China and, along
with the provincial post and telecommunications bureaus, is one of the few
consumers of telecommunications cable in China. Consequently, the business of
our companies in China may be more dependent on the political stability and
general economic condition of China than if there were more consumers of
telecommunications cable and if the government-related entities were not so
closely involved in the telecommunications industry. In addition, the MII is
expected to set the price at which telecommunications cable may be sold. By
virtue of the adoption of the government restructuring plan, the former
ministries of the MPT will become the ministries of the MII, and all of the
regulatory functions of the MPT are to be transferred to the MII.
Political or social instability in China may adversely affect our
business operations or financial conditions. In addition, the spread of Severe
Acute Respiratory Syndrome ("SARS"), a pneumonia-like infection, in China may
negatively impact the country's economic growth outlook.
8
3.3.7 Alternative Transmission Technologies
Our fiber optic and copper-based telecommunications business is
subject to competition from other transmission technologies, principally
wireless-based technologies. Fiber optic cable is presently being used in
telecommunications trunks and feeder cable businesses and minimally in the
access cable business In the Asia Pacific markets where we compete, wireless
telecommunications businesses have sometimes made substantial inroads in early
emerging markets where sufficient funding may not then be available to install
the infrastructure necessary for market-wide fixed line telecommunications. In
addition, the ease of use of wireless telecommunications may make that medium an
attractive alternative in circumstances where access to fixed line
telecommunications is limited. While these technologies do not currently present
significant competition in the markets in which we conduct or plan to conduct
business, no assurance can be given that the future development and use of such
alternative technologies will not adversely affect our results of operations.
3.3.8 POTENTIAL CONFLICT OF CERTAIN OFFICERS AND DIRECTORS
Certain of our officers and directors are also officers and
directors of affiliates of PEWC and may be subject to various conflicts of
interest in connection with, for example, pursuing corporate opportunities in
which we and such affiliates of PEWC have competing interests, and the
performance by us and PEWC of respective obligations under existing agreements,
including the Composite Services Agreement and the Indemnification Agreement
(discussed below in Section 10.2). In addition, some of these persons will
devote time to the business and affairs of PEWC and its affiliates as is
appropriate under the circumstances, which could reduce the amount of time
available for overseeing or managing our business and affairs. Notwithstanding
any such potential conflicts, however, such individuals, in their capacities as
our directors and officers, are subject to fiduciary duties to our shareholders.
The Bermuda Companies Act 1981, as amended (the "Companies Act")
subjects our officers and directors to certain fiduciary standards in the
exercise of their fiduciary duties on our behalf. Under the Companies Act, an
officer of ours (which term includes our directors) is subject to a duty of care
requiring him to act honestly, in good faith and in the best interests of the
Company in the discharge of his duties and to, among other things, give notice
to the Board at the first opportunity of any interest he has in any material
contract or proposed material contract with us or any of our subsidiaries. The
Companies Act also prohibits us, subject to certain exceptions, from making
loans to any directors without first obtaining the consent of shareholders
holding in the aggregate not less than nine-tenths of the total voting rights of
all the shareholders having the right to vote at any shareholders meeting. As of
May 31, 2004, we do not make any loans to our directors or executive officers in
accordance with The Sarbanes-Oxley Act of 2002.
3.3.9 POTENTIAL ILLIQUIDITY OF COMMON SHARES
Our common shares are quoted on the Over-the-Counter Bulletin
Board ("OTC BB") operated by the NASD, Inc. However, approximately 75.4% of our
common shares are indirectly held by PEWC and management and are not publicly
registered securities, and are, therefore, not freely tradable. In the recent
past, the volume of trading in our common shares has
9
not been substantial. There can be no assurances that a shareholder wishing to
dispose of his or her shares will be able to immediately sell his or her
position, nor can there be any assurances as to the price which could be
obtained in any such sale.
Prior to December 24, 2001, the common shares were traded on the
New York Stock Exchange (the "NYSE"), which has established certain continued
listing criteria for companies whose shares are traded on it. The criteria
impose certain minimum requirements with respect to the per share price and the
aggregate value of the publicly traded securities of an issuer. In February
2001, the NYSE notified us that we had not been in compliance with those NYSE
requirements, and that the NYSE would be authorized to suspend trading in our
common shares and to commence delisting procedures subject to review and
approval of our business plan. During the course of 2001, our business plan was
submitted, amended and finally provisionally agreed with the NYSE, subject to
the right of the staff to require continuous compliance within a designated time
frame, which the Company was not able to achieve, due to, among other factors,
delays in approvals by Thai regulatory authorities of the implementation of
certain Thai-based elements of the plan. On December 24, 2001, the staff of the
NYSE announced that it has determined that the trading of the common shares
should be suspended on December 28, 2001. The decision was reached in view of
the fact that the Company had fallen below the NYSE's continued listing
standards. The Company appealed the NYSE's decision, but its appeal was denied
by a Committee of the Board of Directors of the Exchange. The Company
subsequently re-established a public trading market for its common shares on the
OTC BB. It is traded under the symbol "AWRCF.OB".
3.3.10 HOLDING COMPANY STRUCTURE, POTENTIAL RESTRICTIONS ON THE
PAYMENT OF DIVIDENDS
We have no direct business operations other than our ownership of
the capital stock of our subsidiaries and joint venture holdings. While we have
no present intention to pay dividends, should we decide in the future to do so,
as a holding company our ability to pay dividends, as well as to meet our other
obligations, will depend upon the amount of distributions, if any, received from
our operating subsidiaries and other holdings and investments. Our operating
subsidiaries and other holdings and investments, from time to time, may be
subject to restrictions on their ability to make distributions to us, including
as a result of restrictive covenants contained in loan agreements, restrictions
on the conversion of local currency earnings into U.S. dollars or other hard
currency and other regulatory restrictions. The foregoing restrictions may also
affect our ability to fund operations of one subsidiary with dividends and other
payments received from another subsidiary.
3.3.11 CORPORATE MATTERS; ORGANIZATIONAL DOCUMENTS
We are incorporated in and organized pursuant to the laws of
Bermuda. In addition, certain of our directors and officers reside outside the
United States and a substantial portion of our assets are located outside the
United States. As a result, it may be difficult for investors to effect service
of process within the United States upon such persons or to realize against them
in courts of the United States upon judgments predicated upon civil liabilities
under the United States federal securities laws. We have been advised by our
legal counsel in Bermuda, Appleby Spurling Hunter, that there is doubt as to the
enforcement in Bermuda, in
10
original actions or in actions for enforcement of judgments of United States
courts, of liabilities predicated upon U.S. federal securities laws, although
Bermuda Courts will enforce foreign judgments for liquidated amounts in civil
matters subject to certain conditions and exceptions.
3.4 FORWARD-LOOKING STATEMENTS
This annual report, including any documents incorporated by reference,
contains statements that we believe constitute forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The
statements appear throughout this annual report and include statements regarding
the intent, belief or current expectations of the Company and its management,
including with respect to trends affecting the Company's financial condition or
results of operations and the Company's plans with respect to capital
expenditures and investments. These forward looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
results may differ materially from those described in these forward looking
statements as a result of various factors. See Section 3.3 "Risk Factors" for a
further discussion of some of the factors that could cause such material
differences.
ITEM 4: INFORMATION ON THE COMPANY
4.1 HISTORY AND DEVELOPMENT OF THE COMPANY; RECENT DEVELOPMENTS
4.1.1 HISTORY AND DEVELOPMENT OF THE COMPANY
The Company (Asia Pacific Wire & Cable Corporation Limited),
formed on September 19, 1996, is a Bermuda corporation which, through its
operating subsidiaries, is principally engaged in the manufacture and
distribution of telecommunications (copper and fiber optic) and power cable and
enameled wire products in the Asia Pacific region, primarily in Singapore,
Thailand, Australia and China. The Company manufactures and distributes its own
wire and cable products and also distributes copper rod and wire and cable
products ("Distributed Products") manufactured by its principal shareholder,
PEWC. From 1997, the Company has also offered project engineering services in
the supply, delivery and installation ("SDI") of power cables. PEWC, a publicly
owned Taiwanese corporation whose shares are listed on the Taiwan Securities
Exchange, currently owns approximately 75.4% of the Company's outstanding Common
Stock.
The Company is one of the five largest producers of
telecommunications and low voltage power cable and enameled wire in Thailand and
believes that it is the largest producer of low voltage power cable in
Singapore. In 2003, approximately 57.1% of the manufactured products sold by the
Company were sold by its subsidiaries in Singapore and Thailand, with the
remainder sold by its subsidiaries in China, Australia and Malaysia.
In Singapore, the Company also sells Distributed Products, which
largely consist of copper rod and medium and high voltage power cable. Sales of
Distributed Products accounted for 7.2% of the Company's revenues and 1.5% of
its operating profits in 2003. As the Company continues to focus its resources
on manufacturing and distributing its own products, sales of Distributed
Products are expected to decline over time as a percentage of the Company's
11
business. The Company's SDI project engineering services accounted for 1.9% of
the Company's revenue in 2003.
The Company sells its cable products primarily to government
agencies and large construction companies and subcontractors bidding for
government contracts. Telecommunications cable manufactured by the Company are
largely used as access lines to connect buildings and residences to feeder and
trunk cables. Power cable manufactured by the Company is used primarily in power
transmissions for public lighting, outdoor installations and in and to
commercial and residential buildings. Enameled wire is sold primarily to private
sector manufacturers of electric motors for use in various consumer appliances.
The Company maintains local sales personnel in each country where it has
manufacturing operations, and export sales are conducted through independent
suppliers as well as the Company's own sales personnel. The Company principally
competes on the basis of product quality and performance, reliability of supply,
timely delivery, customer service and price.
The Company continues to explore opportunities to establish
manufacturing and distribution operations in the Asia Pacific region,
principally in countries where demand exceeds local production capacity and
where there are high import tariffs for finished products and other substantial
barriers for market entry by foreign distributors. The Company seeks to form
similar joint ventures in new markets with well-established local partners to
provide credibility in each market and access to sales opportunities on an
accelerated basis.
The Company's business office is located at 19 Benoi Road, Level
3A, Sigma Cable High Tech Complex, Singapore 629909, telephone number (65)
6663-2132, and its registered office is located at Canon's Court, 22 Victoria
Street, Hamilton HM EX, Bermuda, telephone number (441) 295-2244.
4.1.2 Recent Developments
Bankruptcy of PUSA
On December 2, 2002 (the "Filing Date"), our majority shareholder
and a subsidiary of PEWC, PUSA, filed a voluntary petition for bankruptcy
protection under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of Texas, Dallas Division (the
"Bankruptcy Court"), along with its affiliates PUSA Investment Company, Montford
Limited, Top Target Limited, Berger Systems Limited, Elan Investments Limited,
Austway Services Limited, and Pacific Realty Group, Inc. (together with PUSA,
the "Debtors"). At that time, PUSA had pledged the Pledged Shares to Swiss Re
under the Pledge Agreement. We have been informed that an event of default
occurred under the Pledge Agreement that entitled Swiss Re to foreclose on the
Pledged Shares.
On December 30, 2002, Swiss Re moved the Bankruptcy Court to lift
the automatic stay that entered in effect on the Filing Date and which had
prohibited Swiss Re from foreclosing on the Pledged Shares. After negotiations
among the Debtors, PEWC and Swiss Re, the Debtors agreed to consent to a lifting
of the automatic stay if Swiss Re entered an agreement to refrain from
foreclosing on the Pledged Shares (the "Stay Agreement") on January 23, 2003.
Under the
12
terms of the Stay Agreement, Swiss Re agreed it would not foreclose on the
Pledged Shares before May 23, 2003, provided that, among other things:
(i) by April 8, 2003, the Debtors obtained court approval of a
disclosure statement detailing a plan of reorganization that would include
paying Swiss Re $50 million to satisfy its claim;
(ii) by April 8, 2003, PEWC either placed cash in escrow or obtained a
letter of credit in the amount of $50 million to fund such a reorganization
plan, or presented a sale agreement to purchase Swiss Re's claim against the
Debtors for $50 million;
(iii) by May 23, 2003, the Debtors have either obtained confirmation of
the plan of reorganization by the court or PEWC has purchased Swiss Re's claim;
and
(iv) by June 6, 2003, Swiss Re has been paid $50 million in
satisfaction of its claim.
If any of the conditions or deadlines stated in the Stay Agreement is
not met, then Swiss Re would be free to foreclose on the Pledged Shares. The
Stay Agreement was approved by an order of the Bankruptcy Court on February 28,
2003 (the "Stay Relief Order") and the automatic stay enjoining Swiss Re from
foreclosing on the Pledged Shares was lifted.
On July 10, 2003, the Debtors filed an amended joint disclosure
statement, (the "Disclosure Statement") in connection with a proposed amended
joint plan of reorganization under the Bankruptcy Code. A Second Amended Plan of
Reorganization was filed by the Debtors on February 26, 2004. The Bankruptcy
Court has not yet approved the Disclosure Statement.
On October 16, 2003, Swiss Re entered into an agreement with Set Top,
pursuant to which Swiss Re sold all of its rights, title and interest in
connection with certain "Assigned Assets," including: (i) Swiss Re's claim in
the amount of $90.6 million dollars as filed in the Bankruptcy Proceeding and
(ii) the Pledged Shares. A month later, Set Top, as the new pledgee, announced
its intention to foreclose the Pledged Shares. PEWC and APWC commenced legal
proceedings in the federal courts to enjoin Set Top from selling the Pledged
Shares. See also Section 8.1 "Legal Proceedings".
The Debtors and the Official Committee of Unsecured Creditors (the
"Committee") also moved in the Bankruptcy Court for an injunction to prevent Set
Top from foreclosing on the Pledged Shares (the "Injunction Motion"). The
Injunction Motion was denied by the Bankruptcy Court on February 27, 2004 and
Set Top subsequently sold the Pledged Shares to itself on March 10, 2004.
On January 21, 2004, Set Top filed a motion requesting the Bankruptcy
Court to compel PUSA to comply with the Stay Relief Order by sending a
requisition notice to APWC demanding that APWC convene a special general
shareholders meeting for the purposes of considering the removal of certain
directors of APWC. Although Set Top did not have the right to require PUSA to
call a shareholders meeting, the Debtors voluntarily agreed to convene a
shareholders meeting of APWC. An agreed order was entered by the Bankruptcy
Court on March 25, 2004, pursuant to
13
which PUSA sent a requisition letter to APWC formally requesting the board of
directors to convene a special general meeting of the shareholders of APWC. The
meeting was held on June 22, 2004. At the meeting, Tom C.Y. Tung was removed
from the board of directors and five new directors were elected. See Section
6.1 "Directors and Senior Management".
On May 19, 2004, Set Top filed an amended motion to convert the
Debtors' bankruptcy cases to Chapter 7 liquidations. At a hearing held on May
31, 2004, the Bankruptcy Court declined to convert the Debtors' bankruptcy
cases; however, the Bankruptcy Court maintained in effect a previously
established deadline of August 30, 2004 by which a plan of reorganization for
the Debtors must be confirmed.
Pursuant to a Settlement Agreement entered into by and among the
Company, PEWC and Set Top as of July 2, 2004, Set Top has agreed to withdraw as
a creditor and party in interest to the bankruptcy proceedings. See Section 8.1
"Legal Proceedings".
We are unable to predict the outcome of the bankruptcy proceedings,
including whether a Plan would be confirmed by August 30, 2004. See Section 3.3
"Risk Factors - Control by PEWC; Bankruptcy of PUSA; Contractual Arrangements
with PEWC". See also Section 8.1 "Legal Proceedings" (for a discussion of the
status of litigation against Set Top).
4.2 BUSINESS OVERVIEW
The Company's Thai operations are conducted through Charoong Thai Wire
and Cable Public Company Limited ("Charoong Thai"), Siam Pacific Electric Wire &
Cable Company Limited ("Siam Pacific") and Pacific-Thai Electric Wire & Cable
Co. Ltd. ("Pacific Thai").
Charoong Thai is a publicly-traded Thai corporation, the shares of
which are listed on the Stock Exchange of Thailand. Immediately after the
acquisition of Siam Pacific by Charoong Thai, the shareholders of Charoong Thai
comprised of the Company (68.42%), Ital-Thai (16.90%) and Bangkok Insurance
(5.31%). The rest of the shares are publicly traded on the SET. After the sale
of some of its Charoong Thai shares on the open market, the Company held
approximately 55.41% of Charoong Thai as at December 31, 2003. Charoong Thai
manufactures aluminum and copper electric wire, medium and high voltage power
cable and telecommunications cable. It has subsidiaries and affiliates in the
business of optic fiber cable manufacturing and the provision of
telecommunication and network services.
Siam Pacific is 100% owned by Charoong Thai. Siam Pacific manufactures
telecommunications cable, power cable and enameled wire for the domestic Thai
market.
Pacific Thai is a 100%-owned subsidiary of Siam Pacific. Pacific Thai
manufactures enameled wire for the export market.
The Company's Singapore operations are principally conducted through
its 98.2%-owned subsidiary, Sigma Cable Company (Private) Limited ("Sigma
Cable"). Sigma Cable manufactures low voltage power cable for sale and
distribution in Singapore and countries in the Asia Pacific region. Sigma Cable
also distributes in Singapore copper rod and a wide range of wire and cable
products produced by PEWC and provides SDI project engineering services.
The Company has a 100% interest in Sigma-Epan International Pte. Ltd.
("Sigma-Epan"), a group of companies with operations in Singapore and Malaysia.
Sigma-Epan group has its headquarters in Singapore. Sigma-Epan manufactures
specialty cables and assembles cable
14
harnesses for the electronics, computer, building automation, audio and
communication industries.
The Company holds a 98.48% effective interest in Australia Pacific
Electric Cables Pty Limited ("APEC"), a subsidiary of Sigma Cable, located near
Brisbane, Australia. The company produces low voltage power cable for the
Australian and export markets.
The Company's China operations are conducted through seven business
entities. The operating entities include NPCDC, a telecommunications cable
manufacturing joint venture located in Ningbo Yin County, Zhejiang Province in
eastern China. The Company owns a 94.31% interest in NPCDC. The other owner of
NPCDC is China Ningbo City Yin County Yinjiang Town Industrial Corporation
("CIC"). NPCDC manufactures a range of telecommunications cable and local area
network ("LAN") electronic cables for sale and distribution in the Chinese
domestic market.
NPCDC's performance since 1997 has been below expectations due
primarily to difficulties faced in marketing its products and market penetration
in China. In view of the poor performance of NPCDC, the Company has decided that
it would be prudent to provide for a write-down of the carrying value of NPCDC
in the Company's financial statements. The Company's 1999 results therefore
included a write-off of unamortized goodwill of $2.1 million from the purchase
of NPCDC in 1998, and of $1.0 million on receivables and inventory of NPCDC.
Total net effect of these write-offs on the Company's results amounts to a loss
of $3.1 million in 1999. The Company's 2002 results further included a write off
of approximately $1.5 million in the carrying value of the telecommunication
cable machinery.
Shanghai Yayang Electric Co., Ltd. ("Shanghai Yayang"), formerly known
as Shanghai Pacific Electric Co., Ltd., is a joint venture in Shanghai
incorporated in June 1998 to manufacture enameled wire. The Company's effective
holding in Shanghai Yayang is at 63.49% and is partly held by Pacific Thai.
Shanghai Yayang manufactures enameled wire with a diameter of between 0.05mm and
2.5mm.
Shangdong Pacific Fiber Optics Co., Ltd. ("SPFO") is a joint venture
company in Yanggu County, Shandong Province, China. SPFO was established to
manufacture fiber optic cables for the China market. The Company owns a 51.0%
interest in SPFO, with the remaining interest owned by the joint venture
partner, Shandong Yanggu Cable Company ("Shandong Yanggu"), an established cable
manufacturer in Shandong Province that produces a wide range of cable products
and is considered one of the leading cable producers in China. The Company has
invested a total of $2.8 million in SPFO.
On June 30, 2001, the Company invested approximately $1.2 million for a
25.0% interest in an existing profitable company Shandong Rubber Cable Company,
Ltd. ("SRC"), which manufactures rubber cable for the China market. The
remaining 75% is owned by Shandong Yanggu. The investment was in the form of
machinery transfer and cash.
On August 18, 2001, a joint-venture agreement was signed with Shandong
Yanggu to establish Shandong Huayu Pacific Fiber Optics Communication Co., Ltd.
("SHP") for the
15
manufacture of optic fibers. The Company will invest $4.0 million for a 49%
holding; the remaining 51% was originally held by Shandong Yanggu. In May 2002,
the shareholding by Shandong Yanggu was transferred to Hebei Huayu Co. Ltd.
Production is tentatively scheduled to commence in 2004 or 2005 with initial
production of 900,000km of optic fibers annually. The actual operation
commencement period will depend on the assessment of market conditions. The
company plans to operate two optic fiber drawing towers and four production
lines. Its products will be sold to Shandong Pacific Fiber Optic Cable Co., Ltd.
and other external buyers.
On March 22, 2002, the Company acquired two companies, namely, Crown
Century Holdings Limited. ("CCH") and its wholly-owned subsidiary company,
Pacific Electric Wire & Cable (Shenzhen) Co., Ltd. ("PEWS") from PEWC, the
majority shareholder of the Company. The acquisition was in exchange for
3,097,436 new shares of the Company issued to PEWC. As a result of this new
issue, PEWC's holding in the Company increased from 68.3% to 75.4%. Since PEWC
was the majority shareholder of the Company and CCH prior to the transaction,
the acquisition is considered a combination of companies under common control
and has been accounted for at historical cost and given retroactive effect for
financial reporting purposes. PEWS manufactures enameled wire for electronic,
video and audio products for the South China Market and for export. CCH is the
trading arm of PEWS. The operations of PEWS and CCH have been profitable since
1999 and have contributed to the profits of the Company in 2003.
4.2.1 PRODUCTS AND SERVICES
The Company manufactures and sells a wide variety of wire and
cable products primarily in four general categories: telecommunications cable,
power transmission cable, enameled wire and electronic cables. The Company's
telecommunications and power cables are used in a range of infrastructure
projects and in commercial and residential developments. The Company's enameled
wire is used in the manufacturing of components and sub-components of household
appliances and small machinery. The electronic cables, which include cable
harnesses, are used in the electronics, computer, building automation, audio and
communication industries. In addition, the Company acts as the Singapore
distributor of copper rod and wire and cable products manufactured by PEWC. In
1997, the Company also began offering SDI project engineering services of medium
and high voltage cable for power transmission projects in Singapore.
Telecommunications Cable
The Company produces a wide range of bundled telecommunications
cable for telephone and data transmissions with different capacities and
insulations designed for use in various internal and external environments
principally as access cable to connect buildings and residents to trunk cables.
Telecommunications cables produced by the Company include copper-based and fiber
optic cables.
Copper-based cables contain twisted pairs of insulated copper
wire, each pair color-coded and corresponding to one telecommunications line.
The cables are produced with different insulators such as polyethylene ("PE"),
polyvinyl chloride ("PVC") and foam skin, suitable for different installations
and environmental conditions. The Company manufactures
16
telecommunications cable with capacities and sizes ranging from 25 to 3,000
pairs of 0.4 mm-diameter wire to 10 to 600 pairs of 0.9 mm-diameter wire.
Power Cable
The Company produces a range of armored and unarmored low-voltage
power transmission cable. Low-voltage power cable, generally considered to be
cable with a capacity of 1 to 3.3 kilovolts, is typically used to transmit
electricity to and within commercial and residential buildings, as well as to
outdoor installations such as street lights, traffic signals and other signs.
Armored low-voltage power cable is usually used for public lighting and power
transmission running to buildings and installed either above or below ground.
Unarmored low-voltage cable is mainly used as lighting and power supply cable
inside and outside of buildings. The voltage capacity of the Company's power
cables range from 300 volts to one kilovolt.
Unarmored cable is composed of one or more cores of copper wire,
insulated by substances such as PVC. Armored cable is produced in the same range
of configurations as unarmored cable, but with the addition of an outer layer of
galvanized steel or iron wires to protect the cable from damage.
Enameled Wire
The Company also produces several varieties of enameled wire.
Enameled wire is copper wire varnished, in an enameling process, by insulating
materials. The enameling process makes the wire more resistant to oil, heat,
friction and fusion, and therefore suitable for use in machinery and components
and sub-components of manufactured goods. The Company manufactures enameled wire
in sizes that range from 0.03 mm to 3.00 mm in diameter, varnished by various
types of petroleum insulation materials including polyvinal formal,
polyurethanea wire and polyester, among others. Enameled wire products are used
in the assembly of a wide range of electrical products, including oil-filled
transformers, refrigerator motors, telephones, radios, televisions, fan motors,
air conditioner compressors and other electric appliances.
Electronic Cables
The Company produces a wide range of electronic cables and related
by-products, which includes high specification telecommunication cables,
data-communication cables, security cables, cable assemblies, fiber optic
cables, local area network ("LAN") patch-cords products and harness assembly.
The products are used in the electronics, building automation,
telecommunications and data-communications industries. The customers include
government bodies, large construction companies, subcontractors bidding for
government contracts and system integrators. These cables are produced by the
Sigma-Epan group, which has manufacturing operations in Singapore and Malaysia.
In 2003, LAN cable production was introduced in NPCDC.
Sales of Distributed Products
The Company is also a distributor of copper rod and wire and cable
products manufactured by PEWC. The leading PEWC products sold by the Company are
medium and high voltage power cable (with capacities ranging from 3.3 kilovolts
to 69 kilovolts) and copper
17
rod, with the vast majority of such sales made in Singapore. The PEWC products
sold by the Company do not compete with the Company's manufactured products.
SDI Project Engineering Services
Based on trends of government and private sector expansion and
upgrading of residential and commercial buildings and infrastructure projects in
Singapore, the Company anticipates demand for medium and high voltage power and
for value added services in the power supply industry. To take advantage of
these opportunities, the Company has developed its SDI project engineering
capability. The SDI project engineering operations supply, deliver and install
primarily medium and high voltage cable to power transmission projects in
Singapore. After entering into a contract to supply, deliver and install cable
for a power transmission project, the Company delivers medium and high voltage
cables and enters into subcontracting agreements with local companies to install
the cable as required by the project.
In 2003, Sigma Cable recorded revenue of $3.9 million under
project engineering turnkey contracts awarded by SP Powerassets, a
government-linked corporation that maintains and manages electrical transmission
and distribution networks in Singapore. The projects call for the supply and
installation of 66kV (kilo-volt) high-voltage power cables along various
distinct routes. The Company will continue to tender for future projects.
4.2.2 MANUFACTURING
Copper rod is the base component for most of the Company's
products. The manufacturing processes for these products require that the rod be
"drawn" and insulated. In the "drawing" process, copper rod is drawn through a
series of dies to reduce the copper to a specific diameter. For certain
applications, the drawn copper conductor is then plated with tin. Copper used in
cable is covered with various insulating materials that are applied in an
extrusion process. The insulated wires are then combined, or "cabled" to produce
the desired electrical properties and transmission capabilities. Then, depending
upon the cable, some form of protective cover is placed over the cabled wires.
A summary of the manufacturing process used for the Company's
primary wire and cable products is set forth below.
Telecommunications Cable
Production of telecommunications cable begins by drawing a copper
rod until it has reached the desired diameter, after which the drawn wires are
subjected to a process called "annealing" in which the wires are heated in order
to make the wires softer and more pliable. Utilizing an extrusion process, which
involves the feeding, melting and pumping of a compound through a die to shape
it in final form as it is applied to insulate the wire, the wires are then
covered by a PE or PVC compound in one of ten standard colors. In order to
reduce the cross-talk between pairs of communication wires, the insulated wires
are then "twinned" or twisted so that two insulated single wires are combined to
create a color-coded twisted pair. The twisted pairs of wire are then "cabled"
or "stranded" into units of 25 twisted pairs for combination with other 25 pair
units to form cable of various widths and capacities. The appropriate number of
18
units are cabled together after stranding to form a round cable core. Depending
upon the planned environment, a petroleum jelly compound may then be added to
fill the cable core to seal out moisture and water vapor. Aluminum or copper
tape is used to "sheath" the cable and, finally, the sheathed cable core is
covered by plastic outer coating.
Power Cable
Unarmored cable. Production of unarmored cable begins by drawing
and annealing of copper rods. The drawn copper wires are then stranded or
"bunched" into round or sector-shaped conductors in sizes ranging from 1.5
square millimeter to 1000 square millimeters. The copper conductors are then
covered in an extrusion process with a plastic insulator such as a PVC, after
which 2-5 conductors are twisted into a circular cable core in a cabling process
and covered by a plastic outer cover.
Armored cable. Armored cable is produced in the same manner as
unarmored cable, except that armored cable requires the addition of a helical
wrap of galvanized steel or iron wires prior to the application of a final
plastic outer cover.
Enameled Wire
Production of enameled wire begins by drawing the copper rods
until they have reached the desired diameter, after which the drawn wires are
annealed. The annealed wires are then varnished by one or more types of
petroleum-based insulation material. Up to seven coats of varnish are applied,
depending upon the intended application of the enameled wire.
4.2.3 RAW MATERIALS
Copper is the principal raw material used by the Company,
accounting for approximately 50% to 60% of total cost of sales of products using
copper as a conductor. The Company purchases copper at prices based on the
average prevailing international spot market prices on The London Metal Exchange
(the "LME") for copper for the one month prior to purchase. The price of copper
is influenced heavily by global supply and demand as well as speculative
trading. As with other costs of production, an increase in the price of copper
will increase the Company's cost of sales. Whether this has a material impact on
the Company's operating margins and financial results depends primarily on the
Company's ability to pass on these increased costs to its customers. Most sales
of Company manufactured products reflect copper prices prevailing at the time
the products are ordered.
The Company purchases copper in the form of rods and cathodes.
Copper cathodes are thin sheets of copper purified from copper ore. Copper
purchased by the Company in the form of cathodes must be sent to subcontractors
to be melted and cast into the copper rods necessary for the manufacturing
processes, for a processing fee equal to approximately 7.0% of the copper
cathode purchase price. The Company presently relies on the services of Thai
Metal Processing Co., Ltd. to process its copper cathodes into copper rods in
Thailand, although the Company has a variety of processing companies from which
to obtain these services. In the future, the Company may construct a plant to
process copper cathode into copper rods, which may reduce the Company's
dependence on subcontractors. Construction of such a facility could
19
also be an additional source of revenues and profit, to the extent that sales
are made to unaffiliated parties. Copper rods are drawn into copper wire for the
production of telecommunications cable, power cable and enameled wire.
The Company has historically purchased a substantial portion of
its copper rods from PEWC. Under the Composite Services Agreement between the
Company and PEWC, PEWC agreed to supply to the Company on a priority basis its
copper rod requirements at prices at least as favorable as prices charged to
other purchasers in the same markets purchasing similar quantities. PEWC
continues to be the principal supplier of copper rods to the Company's
operations. Under the Company's copper rod supply arrangements, orders will be
placed between eight to ten weeks before the desired delivery date, with prices
"pegged" to the average spot price of copper on the LME for the one month prior
to delivery plus a premium.
The Company purchases copper cathodes, which are subject to a 6.0%
import tariff, for use at its Thailand operations in order to avoid the higher
import tariff of 10.0% on copper rods. The Company obtains copper cathodes from
three major suppliers which import cathodes into the Thai market. These
suppliers are Mitsubishi Corporation, Mitsui & Co (Thailand) and Tomen
Enterprise (Bangkok) Ltd. The Company has regularly signed one year contracts
with each of its copper cathode suppliers pursuant to which the Company agrees
to purchase a set quantity of copper cathodes each month. Under the terms of
such contracts, the price of copper cathodes is usually "pegged" to the average
of the spot price of copper on the LME for the delivery month plus a premium.
The Company believes its relationships with its three copper cathode suppliers
will allow access to alternative supplies in the event one or more of such
suppliers was unable or unwilling to renew a supply contract on terms
satisfactory to the Company, although the Company does not anticipate any change
in relations in the near term.
The Company attempts to maintain approximately a three to five
week supply of copper rods and cathodes for its Thai operations and
approximately a two to four week supply in Singapore. The Company has never
experienced a material supply interruption or difficulty obtaining sufficient
supply of copper rod or cathode.
Other raw materials used by the Company include aluminum used as a
conductor in power cable and petroleum-based insulation materials such as PE,
PVC and jelly compounds for insulating covers on cables and varnishes on
enameled wire; aluminum foils for sheathing of communication cable; and
galvanized steel wire for the production of armored wire. The Company has not
had any difficulty in maintaining adequate supplies of these raw materials and
expects to continue to be able to purchase such raw materials at prevailing
market prices.
The Company is a major user of electric power and has not
experienced any problem in obtaining a constant electricity supply in the past.
The Company does not maintain any in-house power generating capacity.
Other than import tariffs in Thailand, the Company does not face
any restriction or control on the purchase or import of its raw materials. The
Company may freely choose its suppliers and negotiate the price and quantity of
material with its suppliers. The Company formulates consumption plans for raw
materials regularly and continually monitors market conditions in respect of the
supply, price and quality of raw materials.
20
4.2.4 QUALITY CONTROL
The Company places a significant emphasis on product quality. The
Company has implemented a range of quality control procedures with stringent
quality standards under the supervision of a dedicated quality control staff.
Quality control procedures are implemented from the raw material to the finished
product stages at each of the Company's major production facilities. Raw
materials are inspected to ensure they meet the necessary level of quality
before production begins. During the manufacturing process, quality control
procedures are performed at several stages of production. Upon completion,
finished goods are brought to quality control centers set up in the factory for
inspection and testing of different electrical and physical properties.
Depending on the requirements of its customers, the Company has
the capability to manufacture its products to meet a variety of different
quality and production standards. These include local standards and
certifications, such as the Singapore Institute of Standards and Industrial
Research Quality Mark and the Thailand Industrial Standard, as well as other
standards including the National Electrical Manufacturers Association Standard,
the British Standard, the Japan Industrial Standard and Underwriters
Laboratories Inc. Standard, as applicable.
All the major companies in the group have attained International
Standards Organization ("ISO") 9002 international standards for quality
management and assurance standards in the manufacture of electric wire and
cable. In September 1994, Sigma Cable received an ISO 9002 certificate from the
Singapore Institute of Standards and Industrial Research. Charoong Thai received
its ISO 9002 certification in September 1996. Siam Pacific and Pacific Thai, the
Company's two major subsidiaries in Thailand, both achieved ISO 9002
certification in May 1997. The certifications mean that the companies have in
place quality assurance systems and the capability to consistently manufacture
products of quality.
4.2.5 SALES AND MARKETING
The Company's telecommunications cable and power cable products
are primarily sold in the domestic markets of the countries where they are
manufactured, whereas most of the enameled wire manufactured by the Company is
exported to take advantage of Pacific Thai's tax status exempting it from paying
import duties on raw materials used in the manufacture of export product. The
following table sets forth the Company's sales revenues by geographic area for
the periods indicated together with their respective percentage share of total
sales revenue for such periods:
Year ended December 31,
-----------------------------------------------------------------------------------------
2001 2002 2003
-----------------------------------------------------------------------------------------
$ % $ % $ %
-----------------------------------------------------------------------------------------
Manufactured Products:
Thailand 47,225 23.9 79,246 32.8 62,984 29.7
Singapore 15,804 8.0 16,637 6.9 12,514 5.9
Australia 11,009 5.6 13,961 5.8 22,058 10.4
China 46,838 23.7 46,095 19.1 60,606 28.7
Myanmar 591 0.3 - - - -
Export 27,551 14.0 29,803 12.4 34,131 16.2
-----------------------------------------------------------------------------------------
21
-----------------------------------------------------------------------------------------
Total 149,018 75.5 185,742 77.0 192,293 90.9
Distributed Products(1) 33,325 16.9 24,303 10.1 15,187 7.2
SDI Project Engineering(2) 14,968 7.6 31,134 12.9 3,919 1.9
-----------------------------------------------------------------------------------------
Total net sales 197,311 100.0 241,179 100.0 211,399 100.0
-----------------------------------------------------------------------------------------
(1) Distributed Products are largely sold in Singapore.
(2) All SDI Project Engineering is supplied in Singapore.
Sales within Thailand and Singapore are made directly by the sales
department of the Company's local subsidiaries in accordance with terms and
pricing set by the local subsidiaries. The local subsidiaries are also
responsible for sales planning, marketing strategy and customer liaison. The
Company's sales staff is knowledgeable about the Company's products and
frequently must render technical assistance, consulting services and repair and
maintenance services to the Company's customers. In order to ensure quality
service and maintain sensitivity to market conditions, the Company does not
conduct sales through independent sales agents on a commission basis but uses
its own sales employees located at the operating subsidiaries.
As copper constitutes the costliest component of the Company's
wire and cable products, the price of the Company's products depends primarily
upon the price of copper. In order to minimize the risk of copper price
fluctuations, the Company attempts to determine the prices of its products based
on the prevailing market price of copper. However, the Company may be affected,
to a degree, in the short term by significant fluctuations in the price of
copper.
Payment methods for the Company's products vary with markets and
customers. The majority of sales by the Company of its manufactured products
require payment within 90 days, but may vary depending on the customer and
payment record. Sales pursuant to a successful project tender or sales to
governmental or public utilities are conducted in accordance with the tender or
other applicable regulations. In connection with the distribution of medium and
high voltage power cable manufactured by PEWC, the Company is required to pay
PEWC 90% of the cost of the products either within 30 days of receipt of the
product or, in the case of SDI products, upon installation, with the remaining
10% to be paid within one year. In connection with the purchase of copper rod,
the Company is required to pay PEWC the cost of the copper rod within 30 days
from obtaining the products from PEWC. For the export market, payment is usually
made by prior delivery of an irrevocable letter of credit. Neither the Company
nor its local subsidiaries offer financing for purchases of the Company's
products. The Company sells its products in the local currency of the country of
sale. Company employees engaged in sales and marketing are paid a salary and may
also receive a bonus based on performance.
Products are marketed under the respective names of each company.
For instance, products manufactured by Siam Pacific are marketed under the "Siam
Pacific" and "PTEWC"
22
brands, both registered trademarks in Thailand; products manufactured by Sigma
Cable are sold under the "Sigma Cable" brand.
Thailand
The Company produces and sells telecommunications cable, enameled
wire and power cable in Thailand. Sales of telecommunications cables, the
Company's leading product in Thailand, are conducted either by tender for
participation in large scale telecommunications projects of the Telephone
Organization of Thailand ("TOT"), or directly to subcontractors of TT&T and
TelecomAsia, the two private telephone line contractors which would be licensed
by TOT with regard to particular projects. Power cable (and a limited quantity
of telecommunications cable) is generally sold to construction firms or
contractors for use in infrastructure, commercial and residential construction
projects. The Company generally sells enameled wire directly to manufacturers of
electric motors for use in various consumer appliances. Enameled wire purchasers
tend to be smaller businesses than those that purchase telecommunications and
power cable. A small quantity of power and telecommunications cable and enameled
wire is sold to general electrical products supply companies which then resell
to end users.
Singapore
The Company produces and sells low voltage power cable in
Singapore. In addition, the Company sells copper rod and a wide range of wire
and cable products produced by PEWC. Power cables manufactured by the Company
and PEWC are primarily sold to SP Powerassets, a quasi-public entity
responsible for power delivery in Singapore, and to a large number of private
contractors and construction firms. The Company also offers project engineering
services for the SDI of medium and high voltage power cable to power
transmission projects in Singapore.
Sales of Company manufactured products in 2003 accounted for 45.7%
of the Company's net sales in Singapore; sales of Distributed Products accounted
for 43.2% with the remaining 11.1% comprised of SDI project engineering
services. In 2003, sales to SP Powerassets alone accounted for approximately
48.0% of the Company's total sales in Singapore and 8.0% of the Company's total
aggregate sales. Additionally, sales of SDI project engineering services to SP
Powerassets in 2003 accounted for all of the Company's SDI sales. Approximately
70.1% of the sales to SP Powerassets in 2003 were sales of Distributed Products,
which sales have a low profit margin. Such sales are not made under a continuing
contract, but pursuant to purchase orders placed from time to time with the
Company by SP Powerassets. Although SP Powerassets is an important customer of
the Company, neither the loss of Distributed Product sales to SP Powerassets,
nor the loss of manufactured product sales to SP Powerassets, which the Company
expects would be replaced by sales to other customers, would likely have a
material adverse effect on the Company's results of operations. Although the
Company does not believe that it could easily replace its SDI sales to SP
Powerassets by sales to other customers, SDI sales presently account for only
1.9% of the Company's sales.
23
China
The Company produces and sells copper-based telecommunication
cable, fiber optic cables and enameled wire in China. The Company's China
operations are conducted through seven business entities. Copper-based
telecommunication cables and fiber optic cables are generally sold to state or
provincial telecommunication agencies or sub-contactors of such agencies. The
Company generally sells enameled wire directly to manufacturers of electric
motors for use in various consumer appliances.
Exports
The Company's main export markets are Hong Kong, Brunei, Myanmar,
China and Indonesia. Export sales are conducted by local agents or distributors
of the Company in accordance with terms and prices negotiated between the local
agent and the Company at the time of sale. In Thailand, the Company's principal
export is enameled wire. In Singapore, the Company's principal export is power
cable. The Company does not actively pursue an export business in Singapore, but
benefits from Singapore's position as a trading center and makes export sales in
response to buyer inquiries and solicitations. In Thailand, the Company has
concentrated on promoting export sales for its enameled wire products and
because of the decline in demand in the Thai market, the Company is seeking to
expand its exports from Thailand of other products. In 2003, total export sales
accounted for 16.2% of net sales.
4.2.6 COMPETITION
The wire and cable industry in the Asia Pacific region is highly
competitive. The Company's competitors include a large number of independent
domestic and foreign suppliers. Certain competitors in each of the Company's
markets have substantially greater manufacturing, sales, research and financial
resources than the Company. The Company and other wire and cable producers
increasingly compete on the basis of product quality and performance,
reliability of supply, customer service and price. To the extent that one or
more of the Company's competitors is more successful with respect to the primary
competitive factors, the Company's business could be adversely affected.
Thailand
The wire and cable industry in Thailand is highly competitive. In
its various product lines, the Company competes with a total of approximately 30
local wire and cable manufacturers and, to a lesser extent, with foreign
producers for sales in Thailand of telecommunications cable, power cable and
enameled wire. Siam Pacific and Charoong Thai are two of the five largest wire
and cable producers in Thailand and their principal competitors are the three
other largest producers in Thailand. These five largest producers are the only
producers of telecommunications cable approved by the Thai Industrial Standards
Institute and, therefore, the only cable producers whose products may be used in
government-commissioned projects. Stringent governmental approval processes,
tariffs and other import restrictions have limited competition in the Thailand
market from foreign wire and cable producers. The Company also experiences
significant competition from a number of smaller producers with regard to sales
of enameled wire products.
24
Singapore
The Company principally competes with four other major wire and
cable manufacturers in Singapore. Although the Company believes it is the
largest manufacturer of 1ow voltage power cable in Singapore, it experiences
significant competition from other local producers.
There are no tariff or other barriers against foreign competition
in the local Singapore market and potential competitors are free to enter the
industry. However, because of high capital costs, the Company believes it is
unlikely that there will be new domestic entrants to the wire and cable industry
in Singapore in the near future.
Australia
Currently, there are two major wire and cable producers in
Australia: Olex Cables (owned by Pacific Dunlop) and Pirelli Cables, which
acquired the construction cable and power cable business of Metal Manufacturers
Cables, formerly a major wire and cable producer in Australia, in 1999. APEC's
principal competitors are Olex Cables and Pirelli Cables. With the April 1998
closing of the Olex Cables plant in Queensland in order to concentrate
operations in the states of New South Wales and Victoria in Australia, APEC
became the only cable producer in Queensland and therefore expects to have a
pricing advantage over other competitors importing into Queensland. APEC has
also opened sales offices with warehousing facilities in Sydney, Melbourne and
Perth in order to attract and service the customers in those regions.
China
PEWS manufactures enameled wire in Shenzhen province for
electronic, video and audio products for the South China Market and for export.
CCH is the trading arm of PEWS. PEWS is one of the largest enameled wire
manufactures amongst the six manufacturers in Shenzhen province. It supplies
mainly to transformer, motor and coil manufacturers in and around Shenzhen. It
faces competition principally from overseas imports and local manufacturers.
Shanghai Yayang is the only major enameled wire producer in
Shanghai and it supplies mainly to transformer, motor and coil manufacturers in
Shanghai. It faces competition principally from overseas imports and
manufacturers from other provinces.
SPFO is one of the largest manufacturers of fiber optic cables in
Shadong province and it supplies mainly to government and state
telecommunication agencies such as China Netcom, China Telecom, China Mobile,
China Railcom and China Powercom. It faces competition principally from
approximately twenty of the larger fiber optic cable manufacturers in China.
NPCDC anticipates significant competition in selling
telecommunications cable in eastern China. Several established producers of
telecommunications cable exist in Zhejiang province, including one of similar
size to NPCDC in Ningbo, the city the company plant is located. Due to keen
market competition in the regional China market, NPCDC is looking towards export
of its telecommunication cables to countries such as Singapore. NPCDC has
25
recently also installed production machines for the manufacture LAN cables for
the local China market with the objective of diversifying its product range.
Other Markets
In 2003, the Company exported approximately 31.2% of its products
manufactured in Singapore and Thailand. These products are principally sold
through independent suppliers in competition with domestic and foreign
manufacturers.
4.2.7 REGIONAL CONSIDERATIONS
Since the Asian currency and financial crisis which began in
mid-1997, confidence has gradually returned to countries in the Asia Pacific
region. The financial and currency markets have significantly stabilized with
financial and economic reforms instituted by the local governments with
assistance from the International Monetary Fund (IMF). By the end of 1998 and in
1999, regional currencies had significantly stabilized in value relative to the
U.S. dollar. However, from mid-2000, the Thai economy began to decelerate as a
result of weak domestic demand, coupled with a major fiscal expansion program
espoused by the newly elected government, causing the Thai Baht to weaken
further. In 2003, the Thai Baht strengthened from an exchange rate of Baht 43.17
to the U.S. Dollar at the beginning of 2003 to Baht 39.63 to the U.S. Dollar at
the end of 2003.
Thailand
A substantial portion of the Company's Thai operations, which
accounted for approximately 44.2% of the Company's net sales in 2003, consists
of the manufacture of telecommunications and power cable and sales of those
products for use in large-scale telecommunications projects and various
construction projects in Thailand. The volume of sales of these products tends
to correlate with the general level of economic activity in Thailand. As a
result, the performance of the Company's Thai operations depends in part on the
general state of the Thai economy. For several years until late 1996, the wire
and cable industry and the Company benefited from continued increases in
Thailand's gross domestic product ("GDP") and the many infrastructure projects
implemented by the Thai government. Since the impact of the financial and
economic crisis in 1997, the construction industry and infrastructure projects
have slowed considerably, thereby affecting local sales, placing competitive
pressure on prices and prompting the Company to rationalize Thai operations and
actively seek overseas export markets.
Economic growth in 2003 has increased to 6.7% from 5.2% growth
recorded in 2002 as a result of increased private investment, increased domestic
consumption and robust exports. Thailand's exports, a key driver of the economy,
rose 3.5% in 2003, compared to a 5.0% increase in 2002. The World Bank has
projected Thai economic growth in 2004 to be approximately 7.2% followed by 6.5%
in 2005.
Telecommunications
Sales of the Company's products in Thailand have depended to a
significant degree on the substantial investment in and development of the
telecommunications sector by the Thai government. In particular, the Company's
sales of manufactured products are affected by
26
the dollar value of contracts awarded by the government for telecommunications
and other infrastructure projects.
Historically, control of the telecommunications sector in
Thailand, including the right to grant concessions for the installation and
operation of telecommunications services, has rested with state owned
enterprises. There are currently three public agencies responsible for
communications in Thailand: TOT, which controls domestic telephone service, the
Communications Authority of Thailand ("CAT"), which handles postal and
international telephone service, and the Post and Telegraph Department, which
controls and regulates the use of frequencies for radio communication stations
and satellite communication networks. Telecommunications services in Thailand
have traditionally been developed and expanded through grants by TOT and CAT of
concessions to private operators to install and operate telecom projects on a
build-transfer-operate basis, where the government enterprise involved would
maintain control over the award of the concession and receive a profit share
from the operations of the project.
Power
In past years, until the economic and financial crisis in Asia
which began in 1997, economic growth in Thailand stimulated rapid growth in the
demand for electric power, and annual rates of growth in electricity demand
outpaced annual economic growth rates. Despite the rapid growth in electricity
demand, electricity consumption in Thailand remains low by international
standards. The Electricity Generating Authority of Thailand has estimated that
aggregate country-wide consumption will increase from approximately 13,600 MW in
1996 to approximately 26,300 MW by 2006. The Company believes that, in the
medium to longer term, there will be an increased demand for power supply which
will lead to increased demand for the Company's power cable products from both
developers of power production facilities and contractors installing power
supply lines.
Singapore
The Singapore economy grew by approximately 1.1% in 2003 compared
to a 2.3% increase in 2002. The weak global electronic sector, weak US consumer
demand and the slow world economy in 2003 all contributed to the slow growth in
Singapore's GDP. The World Bank has projected Singapore economic growth in 2004
to be approximately 5.6% followed by 4.5% in 2004.
The Singapore government has established targets to increase the
population from the current 3.2 million to approximately 4 million by the end of
2010. This planned growth in population, plus the decline in average household
size from 4.2 persons per household in 1990 to 3.4 persons in 2000, is expected
to result in an increase in demand for residential property and construction.
China
The economy of China differs from that of most developed
free-market economies in a number of respects, including structure, degree of
government involvement, level of
27
development, growth rate, capital reinvestment, allocation of resources, rate of
inflation and balance of payments position. The economy of China is a planned
economy subject to one-, five- and ten-year plans adopted by central PRC
government authorities and implemented, to a large extent, by provincial and
local authorities under the supervision of the State Development Planning
Commission. These plans set out production and development targets for state
enterprises. Although the majority of productive assets in China are still owned
by the PRC government, more recently the PRC government has implemented economic
reform measures which emphasize decentralization, utilization of market forces
and the development of foreign investment projects, of which NPCDC, SPFO and
Shanghai Yayang are examples.
For information regarding a government restructuring plan to
abolish fifteen ministries, including the MPT, approved by the National People's
Congress, see Section 3.3.6 "Risks Relating to China."
The Chinese economy is estimated to have expanded by 9.1% in 2003
(2002: 8.0%) as a result of fiscal stimulus and robust external demand. Exports
and imports continue to surge. Fixed-asset investment, a crucial component of
China's economic growth, rose during the period partly as a result of increased
public expenditure on infrastructure projects and technology upgrades of
state-owned entities. The World Bank has projected China economic growth in 2004
to be approximately 7.7% followed by 7.2% in 2005.
4.3 ORGANIZATIONAL STRUCTURE
Thailand
The Company's Thai operations are conducted by Siam Pacific, which
produces telecommunications cable, power cable and enameled wire for the
domestic market, Pacific Thai, a specialized producer of enameled wire for the
export market and Charoong Thai, which manufactures power telecommunications
cables and, through its subsidiaries, provides telecommunication and network
services. As at December 31, 2003, the Company owns effective 55.41% interests
in Siam Pacific, Pacific Thai and Charoong Thai.
Siam Pacific was established in 1989 as a joint venture between PEWC
and Ital-Thai, which is the largest diversified construction company in Thailand
and is principally engaged in the design, engineering, construction and project
management of large-scale civil engineering and telecommunications projects in
Thailand. Capitalizing on PEWC's wire and cable manufacturing expertise and
Ital-Thai's significant presence in the local market, the company was able to
establish its presence in this market and gain knowledge of business
opportunities in Thailand.
Pacific Thai was established in 1989 and is a wholly owned subsidiary
of Siam Pacific. Pacific Thai produces enameled wire for export only and has a
special tax status which exempts it from import duties on raw materials used in
export manufacturing. This special tax status must be renewed each year.
Charoong Thai is a public company listed on the Stock Exchange of
Thailand ("SET"). It manufactures aluminum and copper electric wire, medium and
high voltage power cable and
28
telecommunications cable. It has subsidiaries and affiliates in the businesses
of optic fiber cable manufacturing and telecommunication and network services.
Charoong Thai was established in Thailand in 1967 as a limited public company.
The board of directors of Charoong Thai may authorize the issuance of additional
shares of common stock of Charoong Thai. The Company has preemptive rights to
purchase an amount of additional shares equal to its pro rata share of the
additional authorized shares, less amounts reserved for directors, officers and
employees. In the event the board of Charoong Thai decides to cause it to issue
those additional shares, the Company may decide not to exercise this right in
which case the Company's interest may be diluted.
Siam Pacific and Charoong Thai are two of the five largest
telecommunications and power cable and wire manufacturers in Thailand and are
two of the five government-approved suppliers of telecommunications cable for
major public telecommunications projects.
As part of its restructuring plan, the Company has merged its Thai
operations, which has generated cost savings while improving overall efficiency.
The Company believes the synergistic effect of merging these operations will
produce significantly reduced overhead and will centralize decision making and
resource allocation for the Thai operations.
The transaction was completed on July 2, 2002 when Charoong Thai issued
177,500,000 new shares at Baht 5 per share, representing 49.92% of its enlarged
base of 355,660,000 paid-up shares. The new shares were exchanged for Siam
Pacific's shares at a swap ratio of 1 Siam Pacific share for every 26.5 of
Charoong Thai's newly issued shares. Immediately after the completion of this
transaction, the shareholders of the new enlarged Charoong Thai company
comprised of the Company (68.42%), Ital-Thai (16.90%) and Bangkok Insurance
(5.31%). The rest of the shares are publicly traded on the SET.
Singapore
The Company's Singapore operations are conducted primarily through its
98.2%-owned subsidiary Sigma Cable. The Company believes that Sigma Cable is the
largest producer of low voltage power cable products in Singapore. Sigma Cable
manufactures and sells a range of low voltage power cable products, used mainly
in infrastructure projects and commercial and residential developments. Sigma
Cable is also the exclusive distributor in Singapore of copper rod and medium
and high voltage wire and cable manufactured by PEWC.
Sigma Cable also has project engineering operations in Singapore to
supply, deliver and install ("SDI") primarily medium and high voltage cable to
power transmission projects. While the Company currently obtains its supply of
medium and high voltage power cable for its SDI operations from PEWC, other
suppliers are also available if necessary. The Company anticipates that there
will be increasing demand for medium and high voltage power cable and related
turnkey installation projects in Singapore.
In 1998 the Company acquired a 60.0% interest in Sigma-Epan, a
primarily Singapore-based group of companies, which manufacture specialty cables
and assemble cable harnesses for the electronics, computer, building automation,
audio and communication industries. The Company bought over the remaining 40%
interest in the Sigma-Epan in 2001. Sigma-Epan has
29
manufacturing operations in Singapore and Malaysia. It achieved ISO 9002
certification for its quality management system in 1990. Its customers are
largely multinational original equipment manufacturers and its export markets
include Malaysia, the Philippines, Indonesia, Thailand, Australia, New Zealand,
China and the USA.
Australia
The Company has an effective 98.5% ownership interest in APEC, an
Australian wire and cable distributor, which commenced operations at its power
cable manufacturing facility in Queensland near Brisbane, Australia in 1997. The
new facility produces low voltage power cable with a targeted production
capacity of 2,000 tons per year.
APEC has historically sold its production output to distributors and
major wholesalers that have been primarily dependent upon imports from other
countries. In 1998, it established a sales office with warehousing facilities in
Sydney, New South Wales to attract and service customers in this region of
Australia. In 2000, it established another sales office with warehousing
facilities in Melbourne, Victoria. In 2002, a sales office in Perth was
established. APEC bids for supply contracts in state and national power
development projects in Australia.
China
In October 1997, the Company exercised its option to purchase from a
subsidiary of Charoong Thai a 70.0% interest in NPCDC, for a consideration of
$5.5 million. NPCDC manufactures a range of telecommunications cable and LAN
electronic cables in Yinjiang Town, Zhejiang Province, China. NPCDC began
commercial production of high quality telecommunications cable in December 1996.
Total production capacity of the NPCDC operations is approximately 800,000 pkm
per year. NPCDC currently obtains all of its copper rod requirements from PEWC
through a licensed Chinese importer.
NPCDC's primary customers are the government owned post and
telecommunication bureaus in eastern China and major subcontractors bidding for
government contracts. While NPCDC will enjoy normal management control over its
production process and output, the prices it will receive for its
telecommunications cable will be determined by the government.
The term of the NPCDC joint venture is 50 years commencing from
December 31, 1993, the date the joint venture received its business license. The
joint venture may be terminated early with the consent of all the joint venture
partners or following a serious breach by one of the joint venture partners of
the terms of the joint venture contract. The joint venture partners will share
future profits in proportion to their equity interests in the joint venture.
The Company also has a 63.49% effective interest in Shanghai Yayang, a
company in Shanghai, China. Shanghai Yayang is a joint venture company
manufacturing enameled wire which was formed in 1998. The other party to the
joint venture is South-West Power Cable in Chengdu Province. Shanghai Yayang
manufactures enameled wire with a diameter of between 0.05mm and 2.5mm.
SPFO is a joint venture company in Yanggu County, Shandong Province,
China. SPFO was established to manufacture fiber optic cables for the China
market. The Company owns a
30
51% interest in SPFO with the remaining interest owned by the joint-venture
partner, Shandong Yanggu Cable Company, an established manufacturer in Shandong
Province that produces a wide range of cable products and is considered one of
the leading cable producers in China. The Company has invested a total of $2.8
million in SPFO.
On June 30, 2001, the Company invested approximately $1.2 million for a
25.0% interest in an existing profitable company Shandong Rubber Cable Company,
Ltd. ("SRC"), which manufactures rubber cable for the China market. The
remaining 75% is owned by Shandong Yanggu. The investment was in the form of
machinery transfer and cash.
On August 18, 2001, a joint-venture agreement was signed with Shandong
Yanggu to establish Shandong Huayu Pacific Fiber Optics Communication Co., Ltd.
("SHP") for the manufacture of optic fibers. The Company will invest $3.0
million for a 49% holding; the remaining 51% will be held by Shandong Yanggu.
Production is tentatively scheduled to commence in 2004 or 2005 with initial
production of 900,000km of optic fibers annually. The actual commencement of
operations will depend on the assessment of market conditions. The company plans
to operate two optic fiber drawing towers and four production lines. Its
products will be sold to Shandong Pacific Fiber Optic Cable Co., Ltd. and other
external buyers. The Company believes that the market for optic fiber and fiber
optic cable remains promising in China in the long term.
On March 22, 2002, the Company acquired two companies, namely, Crown
Century Holdings Limited ("CCH") and its wholly-owned subsidiary, Pacific
Electric Wire & Cable (Shenzhen) Co., Ltd. ("PEWS") from PEWC, the majority
shareholder of the Company. The acquisition was in exchange for 3,097,436 new
shares of the Company issued to PEWC. As a result of this new issue, PEWC's
holding in the Company increased from 68.3% to 75.4% in 2002. PEWS manufactures
enameled wire for electronic, video and audio products for the South China
Market and for export. CCH is the trading arm of PEWS. The operations of PEWS
and CCH have been profitable since 1999 and have contributed to the profits of
the Company in 2003.
4.4 PROPERTY, PLANT AND EQUIPMENT
The Company's manufactured products are produced at facilities on
premises owned or leased by Siam Pacific, Pacific Thai, Charoong Thai, Sigma
Cable, Sigma-Epan, APEC, NPCDC, Shanghai Yayang, SPFO and PEWS.
Siam Pacific owns a 5.2 acre production facility near Bangkok,
Thailand, located on a 26.9 acre site that it also owns. The production facility
is mortgaged to Bangkok Bank as security for a $9.0 million line of credit.
Pacific Thai operates a separate 92,800 square meter production facility located
at the same site which it leases from Siam Pacific.
Charoong Thai owns a 24.7 acre production facility in Chachoengsao
province, near Bangkok, Thailand. The production facility is located on a 57.9
acre site which Charoong Thai also owns. Neither the production facility nor the
land are mortgaged.
31
Sigma Cable operates at a new production facility on a 19,373 square
meter site in Singapore leased from the Jurong Town Corporation ("JTC") for 30
years from September 16, 2000 to September 16, 2030. JTC is a government-linked
corporation and is Singapore's largest industrial landlord.
Sigma-Epan leased an office space from Sigma Cable in Singapore and two
factory units in Johore Bahru and Penang, both in Malaysia.
APEC owns a manufacturing facility in Brisbane, Australia, which is
mortgaged to Westpac Banking Corporation of Australia as security for a bank
facility of approximately Australian $4 million.
NPCDC operates on 10.9 acres of state-owned land in Ningbo, Yinjiang,
Zhejian Province, China. The factory area is 3.3 acres. A leasehold right of
industrial land use for the land has been granted for 50 years.
Shanghai Yayang operates a factory, partially mortgaged to a finance
company, located in an area of approximately 5,000 square meters in an
industrial district in Fengxian, Shanghai.
SPFO operates in a purpose-built factory building on a leasehold
state-owned land in Yanggu, Shandong Province, China.
PEWS operates on 36,000 square meters of state-owned land with built-up
area 20,367 square meters in Long Gang, Shenzhen Province, China. A leasehold
right of industrial land use for the land has been granted for 50 years. The
facility is mortgaged to Agricultural Bank of China as security for a Rmb 14
million bank facility granted in 2003.
32
The Company's primary facilities are briefly described below:
Location Company Products
- -------- ------- --------
Bangkok, Thailand Siam Pacific Telecommunications cable, power cable,
enameled wire
Bangkok, Thailand Pacific Thai Enameled wire
Bangkok, Thailand Charoong Thai Telecommunications cable, power cable
Ningbo, China NPCDC Telecommunications cable, LAN cable
Shanghai, China Shanghai Yayang Enameled wire
Yanggu, China SPFO Fiber optic cable
Shenzhen, China PEWS Enameled wire
Singapore Sigma Cable Power cable, SDI project engineering,
distributed products
Singapore and Malaysia Sigma-Epan Electronic cable
Brisbane, Australia APEC Power cable
All of the Company's facilities in Bangkok, Singapore, Brisbane and
China use production processes and equipment of international standard imported
from Europe, the United States, Taiwan, and Japan.
ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion should be read in conjunction with the annual
consolidated financial statements, including the notes to those financial
statements, which are included with this annual report.
5.1 DISCLOSURES OF CRITICAL ACCOUNTING POLICIES
Management's discussion and analysis of financial condition and results
of operations discusses the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that
33
are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
Management believes the following critical accounting policies, among
others, affect its more significant judgments and estimates used in the
preparation of its consolidated financial statements.
Inventories
Inventories are valued at the lower of cost or market value. Cost is
determined using the first-in, first-out or weighted average method. In
assessing the ultimate realization of inventories, we are required to make
judgments as to future market requirements compared with current inventory
levels. Revisions to our allowance for inventories may be required if actual
market requirements differ from our estimates.
Carrying values
Valuations are required under accounting principles generally accepted
in the United States to determine the carrying value of various assets. Our most
significant assets that require management to prepare or obtain valuations are
goodwill and deferred income taxes. Management must identify whether events have
occurred that may impact the carrying value of these assets and make assumptions
regarding future events, such as profitability. Differences between the
assumptions used to prepare these valuations and actual results could materially
impact the carrying amount of these assets and net earnings.
Investments
A judgmental aspect of accounting for investments involves determining
whether an other-than-temporary decline in value of the investment has been
sustained. If it has been determined that an investment has sustained an
other-than-temporary decline in its value, the investment is written down to its
fair value, by a charge to earnings. Such evaluation is dependent on the
specific facts and circumstances. Factors that are considered by the Company in
determining whether an other-than-temporary decline in value has occurred
include: the market value of the security in relation to its cost basis; the
financial condition of the investee; and the intent and ability to retain the
investment for a sufficient period of time to allow for recovery in the market
value of the investment.
Revenue recognition
A portion of our revenue is generated from installation activities
which is recognized using the percentage-of-completion method. Recognized
revenues and profit are subject to revisions as the activity progresses to
completion.
We allocate revenue from installation and sale of cables contained
in a single arrangement, or in related arrangements with the same customer,
based on their relative fair values. The allocation of the fair value to the
delivered elements is limited to the amount that is not contingent on future
delivery of services or subject to customer-specific return or refund
privileges. The amounts of revenue recognized is impacted by our judgments as to
whether an arrangement includes multiple elements. Changes to the elements in an
arrangement could affect the timing of the revenue recognition.
Bad Debt
The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
If the financial condition of the
34
Company's customers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be required.
Impairment of Long-Lived Assets
We evaluate the carrying value of our long-lived assets, consisting
primarily of property plant and equipment, whenever certain events or changes in
circumstances indicate that the carrying amount of these assets may not be
recoverable. In 2002, the Company recorded impairment charges of $1.6 million
related to the impairment of certain property, plant and equipment of Ningbo.
These impairment charges were recorded to reduce the carrying value of
the identified assets to fair value. Fair values were derived using a variety of
methodologies, including cash flow analysis, estimates of sales proceeds and
independent appraisals. Where cash flow analyses were used to estimate fair
values, key assumptions employed included estimates of future growth, estimates
of gross margins and estimates of the impact of inflation. Changes in these
estimates could have a material adverse effect on the assessment of our
long-lived assets.
Recent Pronouncements
In January 2003, FASB issued FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46"). FIN 46 requires a beneficiary to
consolidate a variable interest entity ("VIE") if it is the primary beneficiary
of that entity. The primary beneficiary is defined as having a variable interest
in a VIE that will absorb a majority of the entity's expected losses if they
occur, receives a majority of the entity's expected residual returns if they
occur, or both. In December 2003, FASB completed deliberations of proposed
modifications to FIN 46 ("Revised Interpretations") resulting in multiple
effective dates based on the nature as well as the creation date of the VIE.
VIEs created after January 31, 2003, but prior to January 1, 2004, may be
accounted for either based on the original interpretation or the Revised
Interpretations. However, the Revised Interpretations must be applied in
financial statements for periods ending after March 15, 2004. VIEs created after
December 31, 2003 must be accounted for under the Revised Interpretations.
Special Purpose Entities ("SPEs") created prior to February 1, 2003, may be
accounted for under the original or revised interpretation's provisions no later
than the first period ending after December 15, 2003. Non-SPEs created prior to
February 1, 2003, should be accounted for under the revised interpretation's
provisions no later than the first period ending after March 15, 2004. The
Company has applied the provisions of FIN 46 on variable interest entities
created after January 31, 2003 and for SPEs. The adoption did not have a
material impact on the Company's financial statements of position, results of
operations, or cash flows.
In May 2003, FASB issued FASB Statement No. 150, "Accounting For
Certain Financial Instruments with Characteristics of Both Liabilities and
Equity" ("Statement 150"). This statement establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. In November 2003, the FASB
issued FASB Staff Position (FSP) 150-3, "Effective Date, Disclosures, and
Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic
Entities and Certain Mandatorily Redeemable Noncontrolling Interests under
Statement 150", which deferred the effective date of Statement 150 for certain
mandatorily redeemable non-controlling interests. The
35
Company has adopted the provisions of Statement 150, except for certain
mandatorily redeemable non-controlling interests, for financial instruments
entered into or modified after May 31, 2003, and otherwise was effective at the
beginning of the first interim period beginning after June 15, 2003. The
adoption of Statement 150 did not have a material impact on the Company's
financial statements of position, results of operations, or cash flows.
5.2 SUMMARIZED INCOME STATEMENT
This discussion should be read in conjunction with the information
contained in the Consolidated Financial Statements and notes thereto (the
"Financial Statements") presented in Item 18 of this Annual Report.
The following table sets forth a summary statement of income for the
periods indicated:
(See chart on following page.)
36
Year ended December 31,
(US$ in thousands, except percentages)
2001 2002 2003
-------------------------------------------------------------------
(Restated)
Net Sales:
Manufactured products:
Telecommunications wire and cable $36,606 $35,619 $33,640
Power cable 41,782 58,710 58,450
Enameled wire 65,240 86,635 95,541
Electronic cable 5,390 4,778 4,662
-------------------------------------------------------------------
Total manufactured products 149,018 185,742 192,293
SDI project engineering 14,968 31,134 3,919
Distributed Products 33,325 24,303 15,187
-------------------------------------------------------------------
Total net sales 197,311 241,179 211,399
===================================================================
Gross profit:
Manufactured products:
Telecommunications wire and cable 6,593 9,588 8,503
Power cable 6,548 13,466 11,224
Enameled wire 6,578 11,887 12,295
Electronic cable 635 252 555
-------------------------------------------------------------------
Total manufactured products 20,354 35,193 32,577
SDI project engineering (1,119) (787) 92
Distributed Products 724 338 491
-------------------------------------------------------------------
Total gross profit 19,959 34,744 33,160
===================================================================
Gross profit margin:
Manufactured products
Telecommunications wire and cable 18.0% 26.9% 25.3%
Power cable 15.7% 22.9% 19.2%
Enameled wire 10.1% 13.7% 12.9%
Electronic cable 11.8% 5.3% 11.9%
-------------------------------------------------------------------
Total manufactured products 13.7% 18.9% 16.9%
SDI Project engineering -7.5% -2.5% 2.3%
Distributed Products 2.2% 1.4% 3.2%
-------------------------------------------------------------------
Total gross margin 10.1% 14.4% 15.7%
===================================================================
37
5.3 OPERATING RESULTS
5.3.1 YEAR ENDED DECEMBER 31, 2003 COMPARED WITH YEAR ENDED
DECEMBER 31, 2002
General
Results of operations are determined primarily by our ability to
manufacture high quality products efficiently in quantities sufficient to meet
demand and to control production and operating costs. Our results are also
influenced by a number of factors, including currency stability in the countries
in which our operations are located, competition and the cost of raw materials,
especially copper, which accounted for approximately 50% to 60% of the cost of
sales.
In order to minimize the impact of copper price fluctuations, we
attempt to "peg" the prices of our products to the prevailing market price of
copper and pass changes in the cost of copper through to customers as much as
possible. In certain circumstances, however, we remain affected by fluctuations
in the price of copper. For example, the price of telecommunications cable sold
for use in public projects in Thailand is determined semi-annually and is based
upon the average spot market price of copper on the LME during the six-month
period commencing on January 1 and July 1 prior to the month of order. Thus, a
recent rise or decline in copper prices may not be fully reflected under this
pricing scheme for several months.
The monthly average copper prices in 2003 moved within the band of
$1,586 to $2,200 per metric ton. Average copper prices per metric ton have
increased by 14.0% from $1,560 in 2002 to $1,779 in 2003. The higher cost of
copper resulted in lower gross profit margins for our products in 2003 than in
previous years. Gross profit margins for manufactured products in 2003 were on
average at 16.9% compared to 18.9% in 2002.
Copper prices indicated in this report are quoted from the London
Metal Exchange (LME) index. The 2003, 2002 and 2001 copper prices are as
follows:
2003 2002 2001
--------------------------------------------------------
Average LME copper price ($/Ton) 1Q $1,663 $1,557 $1,764
2Q 1,640 1,611 1,652
3Q 1,753 1,516 1,472
4Q 2,059 1,554 1,426
--------------------------------------------------------
Year 1,779 1,560 1,578
========================================================
The rates of year 2003 GDP growth for Thailand, Singapore and
China were 6.7%, 1.1% and 9.1% respectively. The 2002 GDP growth rates for
Thailand, Singapore and China were 5.2%, 2.3% and 8.0% respectively. Our
performance is largely influenced by the level of growth in the
telecommunication and power infrastructure, construction and electronic goods
manufacturing sectors. We are beginning to see the return of growth in these
industrial sectors following the recovery in the general economies of the
respective countries and increases in governments' budget spending on
infrastructure.
38
The Company showed improved net income of $10.0 million in 2003,
more than double that of $4.8 million in 2002. Sales of manufactured product
increased by 3.5%, although overall net sales fell due to decrease in revenue
from SDI project engineering and Distributed Products. Overall gross profit
margins have increased from 14.4% in 2002 to 15.7% in 2003 due to product mix
and improved selling prices for electronic cable, SDI project engineering and
Distributed Products. Selling, general and administrative expenses have
increased due to expanded group operations in China and Australia.
Our net results in 2003 were aided by positive contributions from
exchange gain, lower net interest expense and share of net gain of equity
investees. An exchange gain of $4.2 million was recorded in 2003 largely due to
the appreciation of the Thai Baht and the Australian dollar. Net interest
expenses have decreased by 25.2% due to decreased borrowings with payments from
cash provided by operating activities.
Net Sales
Sales of manufactured product increased by 3.5% from $186 million
in 2002 to $192 million in 2003, although overall net sales fell due to decrease
in revenue from SDI project engineering and Distributed Products. Sales in
enameled wire exhibited the strongest increase of 10.3% due to the strong demand
from appliance manufacturers especially in China. Sales of Distributed Products
and revenue from SDI project engineering in Singapore decreased in 2003 due to
decreased demand and offers of tenders from SP Powerassets.
The following shows the percentage share in net sales of the
respective operations with respect to our total sales in 2003.
Manufactured All products and
products only services
------------------------------------------
Thailand 48.6% 44.2%
Singapore 8.4% 16.7%
Australia 11.5% 10.4%
China 31.5% 28.7%
------------------------------------------
Total 100.0% 100.0%
==========================================
In 2003, Sigma Cable recorded revenue of $3.9 million under
project engineering turnkey contracts awarded by SP Powerassets. The projects
call for the supply and installation of 66kV (kilo-volt) high-voltage power
cables along various distinct routes. The Company will continue to tender for
future projects.
Gross Profit
Gross profit for 2003 was $33.1 million, representing a decrease
of 4.6% compared to $34.7 million for 2002. Gross profit contributed by sales of
manufactured products was $32.6 million in 2003 compared to $35.2 million in
2002.
Overall gross profit margins have increased from 14.4% in 2002 to
15.7% in 2003 due to product mix and improved selling prices for electronic
cable, SDI project engineering and
39
Distributed Products. However, gross profit margins for manufactured products
decreased from 18.9% in 2002 to 16.9% in 2003 due to higher cost of raw material
copper.
Operating Profit
Selling, general and administrative expenses have increased due to
expanded group operations in China and Australia. In 2002, impairment loss on
NPC telecommunication machinery of $1.5 million was taken up in view of the weak
copper telecommunication cable industry in the China region and dim prospects of
future sales in this product. Despite the lower gross profit in 2003, income
from operations increased by 1.7% from $13.9 million in 2002 to $14.1 million in
2003 due to other operating income of $1.3 million arising from the disposal of
certain property, plant and equipment.
Gain/Loss from Investees
In 2002, investee loss was related to that of Loxley Pacific Co.,
Ltd. ("Lox Pac"), Thai Professional Telecom Network Co., Ltd. ("Thai
Professional"), Siam Pacific Holding Company Limited ("SPHC") and Newcall Group
Limited ("NGL"). The share of loss of equity investees in 2002 consists
primarily of the share of loss in NGL, Thai Professional and Lox Pac. The loss
was in part due to the impairment of investment in Lox Pac of $2.5 million. In
2003, the share of gain in equity investees was largely related to share of
operating profits of LoxPac and the recovery of certain receivables from NGL.
Gain on Share Issuance by Subsidiaries and Affiliates
In 2002, the issuance of new shares by Charoong Thai, Shanghai
Yayang and Lox Pac contributed to the $1.0 million net gain on share issuance by
subsidiaries and affiliates. No such gain was recorded in 2003.
Loss on Sale of Investment
The loss on sale of investment in 2002 and 2003 was largely due to
the disposal of our investment in Charoong Thai.
Exchange Gain/Loss
In July 1997, the floatation of the Thai Baht caused the currency
to fall in value against the U.S. Dollar and triggered declines in other
regional currencies, such as the Singapore Dollar and Australian Dollar. The
Thai Baht generally appreciated against the U.S. Dollar during the course of
1998 and largely stabilized in 1999. However, from mid-2000, the Thai economy
began to decelerate as a result of weak domestic demand, coupled with a major
fiscal expansion program espoused by the newly elected government, which
contributed to a weakening of the Thai Baht. Since then, the Thai Baht has
remained relatively stable. The exchange differences in the income statements
arose largely as a result of these movements in the Thai Baht exchange rate and,
to a lesser extent, the movements in the other operating currencies. The
exchange rates as of December 31, 2003, based on Noon Buying Rate, were as
follows:
40
Foreign currency to US$1: December 31, December 31,
2003 2002
--------------------------------
Thai Baht 39.63 43.20
Singapore $ 1.70 1.74
Australian $ 1.33 1.78
Chinese Rmb 8.28 8.28
Based on the above rates, the revaluation of assets and
liabilities denominated in U.S. Dollars or other foreign currencies in the
companies resulted in $4.2 million exchange gain in 2003, largely due to the
appreciation of the Thai Baht and the Australian Dollar.
We use Thai Baht forward foreign exchange contracts to reduce our
exposure to foreign currency risks for liabilities denominated in foreign
currencies. A forward foreign exchange contract obligates us and our
subsidiaries to exchange predetermined amounts of specified foreign exchange
currencies at specified exchange rates or to make an equivalent U.S. Dollar
payment equal to the value of such exchange. Realized and unrealized gains and
losses on forward foreign exchange contracts are included in operations as
foreign exchange gains or losses.
Income Taxes
In 2003, our income taxes charge has decreased partly due to the
recognition of deferred tax asset in APEC as the company has demonstrated
profitability.
5.3.2 YEAR ENDED DECEMBER 31, 2002 COMPARED WITH YEAR ENDED
DECEMBER 31, 2001
General
Results of operations are determined primarily by our ability to
manufacture high quality products efficiently in quantities sufficient to meet
demand and to control production and operating costs. Our results are also
influenced by a number of factors, including currency stability in the countries
in which our operations are located, competition and the cost of raw materials,
especially copper, which accounted for approximately 50% to 60% of the cost of
sales.
In order to minimize the impact of copper price fluctuations, we
attempt to "peg" the prices of our products to the prevailing market price of
copper and pass changes in the cost of copper through to customers as much as
possible. In certain circumstances, however, we remain affected by fluctuations
in the price of copper. For example, the price of telecommunications cable sold
for use in public projects in Thailand is determined semi-annually and is based
upon the average spot market price of copper on the LME during the six-month
period commencing on January 1 and July 1 prior to the month of order. Thus, a
recent rise or decline in copper prices may not be fully reflected under this
pricing scheme for several months.
During 2002, the prices of copper had stabilized significantly
compared to the fluctuations seen in 2001. The monthly average copper prices in
2002 moved within the band of $1,470 to $1,650 per metric ton. Average copper
prices per metric ton have decreased by marginally by 1.1% from $1,578 in 2001
to $1,560 in 2002. The lower cost of copper resulted in
41
higher gross profit margins for our products in 2002 than in previous years.
Gross profit margins for manufactured products in 2002 were on average at 18.9%
compared to 13.7% in 2001.
Copper prices indicated in this report are quoted from the London
Metal Exchange (LME) index. The 2002, 2001 and 2000 copper prices are as
follows:
2002 2001 2000
-------- -------- --------
Average LME copper price ($/Ton) 1Q $ 1,557 $ 1,764 $ 1,795
2Q 1,611 1,652 1,739
3Q 1,516 1,472 1,872
4Q 1,554 1,426 1,848
-------- -------- --------
Year 1,560 1,578 1,814
======== ======== ========
The rates of year 2002 GDP growth for Thailand, Singapore and
China were 5.2%, 2.3% and 8.0% respectively. The 2001 GDP growth rates for
Thailand, Singapore and China were 1.9%, -2.0% and 7.3% respectively. Our
performance is largely influenced by the level of growth in the
telecommunication and power infrastructure, construction and electronic goods
manufacturing sectors. We are beginning to see the return of growth in these
industrial sectors following the recovery in the general economies of the
respective countries and increases in governments' budget spending on
infrastructure. The wire and cable industry has improved in 2002 with higher
selling prices and sales margins.
The Company showed improved results in 2002 compared to 2001. Net
sales and gross profit have increased by 22.2% and 74.1%, respectively. Gross
profit margins have also increased from 10.1% in 2001 to 14.4% in 2002 due to
improved selling prices for telecommunication cable and power cable, and the
lower cost of copper. Selling, general and administrative expenses have
increased due to expanded group operations and additional provision for accounts
receivables. Despite recording impairment loss on NPCDC telecommunication cable
machinery of $1.5 million in 2002, income from operations has increased from
$3.8 million in 2001 to $13.9 million in 2002.
Our net results were affected by net interest expenses, share of
loss of equity investees, gain on sale of investment, and income taxes charges.
Net interest expenses have decreased by 52.8% due to decreased borrowings. The
share of loss of equity investees in 2002 consists primarily of the share of
loss in NGL and Lox Pac. Gain on share issuance by subsidiaries and affiliates
arose from the issuance of shares by Charoong Thai, Shanghai Yayang and Lox Pac.
Gain on sale of investment in 2001 arose from the sale of Charoong Thai
warrants; while the net gain on sale of investment in 2002 arose primarily from
the disposal of our investment in Charoong Thai. In 2001, $0.7 million of the
valuation allowance on the deferred tax asset of Charoong Thai was written back
as the company had demonstrated profitability in 2001. In 2002, our income tax
charge increased primarily due to increased profitability of our Thai
operations. Net income improved from $91,000 in 2001 to $4.8 million in 2002.
42
Net Sales
Net sales for 2002 amounted to $241.2 million, representing an
increase of $43.9 million, or 22.2%, against 2001 sales of $197.3 million. Sales
in telecommunications cable decreased marginally by 2.7% partly due to a fall in
copper prices. Sales in power cable increased by 40.5% reflecting increased
power cable infrastructure spending by the Thai government and improved prices
in Australia. Sales in enameled wire increased by 32.8% reflecting strong demand
from the electrical product manufacturing sector especially in China.
Sales of Distributed Products decreased 27.1% in 2002 compared to
2001 due to decreased demand from the Singapore government. Revenue from the SDI
project engineering in Singapore increased by 108.0% due to Sigma Cable securing
larger tender projects from Powergrid.
The following shows the percentage share in net sales of the
respective operations with respect to our total sales in 2002.
Manufactured All products and
products only services
---------------- -------------------
Thailand 48.6% 44.2%
Singapore 8.4% 16.7%
Australia 11.5% 10.4%
China 31.5% 28.7%
---------------- -------------------
Total 100.0% 100.0%
================ ===================
In 2002, Sigma Cable recorded revenue of $31.1 million under
project engineering turnkey contracts awarded by Powergrid. The projects call
for the supply and installation of 66kV (kilo-volt) high-voltage power cables
along various distinct routes. The Company will continue to tender for future
projects.
Gross Profit
Gross profit for 2002 was $34.7 million, representing an increase
of 73.5% compared to $20.0 million for 2001. Gross profit contributed by sales
of manufactured products was $36.5 million in 2002 compared to $21.6 million in
2001, representing an increase of 69.2%.
Gross profit margins for manufactured products increased from
14.5% in 2001 to 19.6% in 2002. Gross profit margins increased in all categories
of products except for electronic cable and Distributed Products. Gross profit
increased as a result of better selling prices for telecommunication cable,
power cable and enameled wire, and lower production costs due to weaker copper
prices and higher production volumes.
Operating Profit
Selling, general and administrative expenses have increased due to
expanded group operations and additional provision for accounts receivables. In
2001, goodwill related to
43
Sigma-Epan of $0.5 million was written off as the Company decided that it would
be prudent to provide for a write-down of its carrying value in view of its poor
performance. In 2002, impairment loss on NPC telecommunication machinery of $1.5
million was taken up in view of the weak copper telecommunication cable industry
in the China region and dim prospects of future sales in this product. With
higher gross profit in 2002, income from operations increased by 357.2% from
$3.8 million in 2001 to $13.7 million in 2002.
Loss from Investees
In 2001 and 2002, investee loss related to that of Lox Pac, Thai
Professional, SPHC and NGL. The share of loss of equity investees in 2001
consists primarily of the share of loss in NGL, which includes provision for
advances made to NGL. The share of loss of equity investees in 2002 consists
primarily of the share of loss in NGL, Thai Professional and Lox Pac. The loss
is in part due to the impairment of investment in Lox Pac of $2.5 million.
Gain on Share Issuance by Subsidiaries and Affiliates
In 2002, the issuance of new shares by Charoong Thai, Shanghai
Yayang and Lox Pac contributed to the $1.0 million net gain on share issuance by
subsidiaries and affiliates. No such gain was recorded in 2001.
Gain on Sale of Investment
In 2001, we disposed of certain Charoong Thai warrants and
achieved a gain on sale of investment of $0.7 million. In 2002, the deemed
disposal of our investment in Charoong Thai contributed to the $0.5 million gain
on sale of investment.
Exchange Loss
In July 1997, the floatation of the Thai Baht caused the currency
to fall in value against the U.S. Dollar and triggered declines in other
regional currencies, such as the Singapore Dollar and Australian Dollar. The
Thai Baht generally appreciated against the U.S. Dollar during the course of
1998 and largely stabilized in 1999. However, from mid-2000, the Thai economy
began to decelerate as a result of weak domestic demand, coupled with a major
fiscal expansion program espoused by the newly elected government, which
contributed to a weakening of the Thai Baht. Since then, the Thai Baht has
remained relatively stable. The exchange differences in the income statements
arose largely as a result of these movements in the Thai Baht exchange rate and,
to a lesser extent, the movements in the other operating currencies. The
exchange rates as of December 31, 2002, based on Noon Buying Rate, were as
follows:
44
December 31, December 31,
Foreign currency to US$1: 2002 2001
---------------- ----------------
Thai Baht 43.20 44.25
Singapore $ 1.74 1.85
Australian $ 1.78 1.95
Chinese Rmb 8.28 8.28
Based on the above rates, the revaluation of assets and
liabilities denominated in U.S. Dollars or other foreign currencies in the
companies resulted in small exchange differences in both 2001 and 2002.
We use Thai Baht forward foreign exchange contracts to reduce our
exposure to foreign currency risks for liabilities denominated in foreign
currencies. A forward foreign exchange contract obligates us and our
subsidiaries to exchange predetermined amounts of specified foreign exchange
currencies at specified exchange rates or to make an equivalent U.S. Dollar
payment equal to the value of such exchange. Realized and unrealized gains and
losses on forward foreign exchange contracts are included in operations as
foreign exchange gains or losses.
Income Taxes
In 2001, $0.7 million of the valuation allowance on the deferred
tax asset of Charoong Thai was written back as the company had demonstrated
profitability in 2001. In 2002, our income taxes charge increased primarily due
to increased profitability of our Thai operations.
5.4 LIQUIDITY AND CAPITAL RESOURCES
Capital Expenditure and Capital Resources
Net proceeds from the initial public offering of common shares on March
26, 1997 were $33.3 million. The proceeds have been used to finance a
significant portion of the cost of our development. The following are the major
investment and purchases in 2001, 2002 and 2003:
On June 30, 2001, the Company invested approximately $1.2 million for a
25.0% interest in an existing profitable company Shandong Rubber Cable Company,
Ltd. ("SRC"), which manufactures rubber cable for the China market. The
remaining 75% is owned by Shandong Yanggu Cable Co., Ltd. ("Shandong Yanggu"),
an established cable manufacturer in Shandong Province manufacturing a wide
range of cable products and one of the top twelve cable producers in China. The
investment was in the form of machinery transfer and cash.
On August 18, 2001, a joint-venture agreement was signed with Shandong
Yanggu to establish Shandong Huayu Pacific Fiber Optics Communication Co., Ltd.
("SHP") for the manufacture of optic fibers. The Company will invest $4.0
million for a 49% holding; the remaining 51% was originally held by Shandong
Yanggu. In May 2002, the shareholding by Shandong Yanggu was transferred to
Hebei Huayu Co. Ltd. Investment to date amounts to $2.3 million.
45
Production is expected to commence in 2004 instead of 2002 originally with an
initial estimated production of 900,000km of optic fibers annually. The company
will operate with an optic fiber drawing tower and two production lines. Its
products will be sold to Shandong Pacific Fiber Optic Cable Co., Ltd. and other
external buyers.
Other investments in 2001 include: the acquisition of an additional
20.8% interest in NPC for $0.7 million, thereby increasing the Company's
interests in NPC from 70.0% to 90.8%; the acquisition of an additional 40%
interest in Sigma-Epan for $0.4 million, thereby increasing the Company's
interests in Sigma-Epan from 60% to 100%; an investment in Shanghai Yayang by
the Company's 66.15% held subsidiary, Pacific Thai, for $1.0 million; and, the
acquisition of an additional 16.7% interest in Lox Pac for $1.1 million, thereby
increasing the Company's interest in Lox Pac from 13.9% to 30.6%.
On March 22, 2002, the Company purchased 100% of PEWC's interest in CCH
and its wholly-owned subsidiary, PEWS, resulting in CCH and PEWS becoming
wholly-owned subsidiaries of the Company upon completion of the transaction. The
acquisition was funded by the issuance of 3,097,436 common shares. As a result
of this new issue, PEWC's holding in the Company increased from 68.3% to 75.4%.
PEWS manufactures enameled wire for electronic, video and audio products for the
South China Market and for export. The consolidated revenues of CCH and PEWS for
the year 2001 were $26.6 million with a profit of $1.4 million. For the year
2002, these companies contributed $35.0 million in sales and $4.8 million in net
profits to the Company's results.
Other investments in 2002 include: the acquisition of an additional
3.51% interest in NPC for $5.8 million, thereby increasing the Company's
interest in Ningbo from 90.8% to 94.31%; the acquisition of additional new
shares in Shanghai Yayang for $0.3 million, thereby increasing the Company's
interest in Shanghai Yayang from 62.09% to 62.39%; the acquisition of an
additional 1.84% interest in Newcall Communications Singapore Pte Ltd ("NCS")
for $0.5 million, thereby increasing the Company's interest in NCS from 37.69%
to 39.53%; the acquisition of additional new shares in Lox Pac for $1.2 million,
however, the further issuance of new shares during the year by Lox Pac has
caused the Company's effective interest in Lox Pac to be diluted from 30.56% to
24.58%; and, the acquisition of the remaining 33.85% interest in Siam Pacific
for $11.6 million, in the form of Charoong Thai shares issued to the minority
shareholders. NCS was liquidated during 2002 and the increased investment was
written off.
In 2003, the Company injected a further $1.7 million in Shanghai Yayang
through its subsidiary, Pacific Thai, thereby increasing the Company's interest
in Shanghai Yayang from 62.39% to 63.49%. The additional investment was in view
of improved sales and operating performance and the need for capacity expansion
as part of the company's operation strategy. The Company and its joint venture
partner, Shandong Yanggu, have also injected $0.3 million each in SPFO. To date,
the Company has invested a total of $2.8 million with a 51.0% interest in SPFO.
The Company has also contributed $0.2 million capital injection into SHP.
Total purchases of property, plant and equipment totaled $11.1 million
in 2002 and $5.0 million in 2003. Purchases relate mainly to the capacity
expansion of certain subsidiaries in
46
China, namely Shanghai Yayang and SPFO. The remaining purchases were for
replacement of old equipment.
Liquidity
We met our working capital requirements from cash provided by
operations and both short-term and long-term borrowings. Net cash generated from
operating activities for 2003 was $23.8 million, compared to $19.3 million for
2002. Net cash generated from investing activities in 2003 was $2.5 million,
compared to $14.6 million used in 2002, largely on account of lower capital
expenditure and proceeds from disposal of investment in 2003. Net cash used in
financing activities amounted to $16.5 million in 2003 largely for the repayment
of bank loans.
The Company maintains several working capital and overdraft credit
facilities with various commercial bank groups and financial institutions. Under
line of credit arrangements for short-term debt with the Company's bankers, the
Company may borrow up to approximately $78 million on such terms as the Company
and the banks may mutually agree upon. These arrangements do not have
termination dates but are reviewed annually for renewal. As of December 31,
2003, the unused portion of the credit lines was approximately $42 million which
included unused letters of credit amounting to $27 million. Letters of credit
are issued by the Company during the ordinary course of business through major
financial institutions as required by certain vendor contracts. As of December
31, 2003, the Company had open letters of credit totaling $18 million.
Liabilities relating to the letters of credit are included in current
liabilities.
Our main source of liquidity in the near future continues to be the net
cash provided by our operating activities. We continue to have sufficient
liquidity to meet our anticipated working capital, capital expenditures, general
corporate requirements, and other short-term and long-term obligations as they
come due. We may further enhance our liquidity in the future, as needs arise, by
establishing additional lines of credit, with the support of PEWC if necessary
and available.
The following table set forth our obligations and commitments to make
future payments under contracts and other commitments.
Contractual obligations Payments due by period
As of December 31, 2003
(In thousands of US$) Total 2004 2005-2006 2007-2008 After 2008
- -----------------------------------------------------------------------------------------------------------------
Long term debt 1,654 - 1,654 - -
Long term loan from PEWC 7,824 - - 7,824 -
Capital lease obligations (principal amount only) 398 244 154 - -
Operating leases 5,778 441 731 388 4,218
Purchase obligations - - - - -
--------------------------------------------------------
Total contractual cash obligations 15,654 685 2,539 8,212 4,218
========================================================
For more details on financial commitments and contingencies, please
refer to Exhibit 19.1 "Asia Pacific Wire & Cable Corporation Limited- Audited
Financial Statements", page F-31.
47
5.5 INFLATION
We do not consider inflation to have had a material impact on our
results of operations during the periods covered.
ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.1 DIRECTORS AND SENIOR MANAGEMENT
The following table sets forth certain information concerning the
directors and executive officers of the Company. All directors are subject to
annual election at the shareholders' meeting.
Name Age Position
- ---- --- --------
Andy C.C. Cheng 45 Director.
Michael C. Lee 52 Director.
David T. Sun 50 Director. Mr. Sun also serves as President of Charoong Thai.
Tony Chun-Tang Yuan 53 Director.
Jack T. Sun 54 Director.
Charles Chung-Yuan Han 65 Director, member of the Executive Committee, Chairman and Chief
Operating Officer of the Company since its formation. Mr. Han
has also served as the general manager of Sigma Cable since
1982.
Raymond Chin-Yung Kung 57 Director and member of the Executive Committee of the Company
since its formation. Mr. Kung has been the president and
general manager of Siam Pacific since 1989.
Tim Wong 49 Director. Senior Finance Manager of Utahloy Education
Foundation. Member of the Audit Committee and Remuneration
Committee.
Charles Xue 50 Director. Chief Executive Officer of United Medical. Member of
the Audit Committee and Remuneration Committee.
Aaron Chik 53 Director. Chief Financial Officer and Company Secretary.
Jeffrey Too 39 Chief Executive Officer.
James M. Keyes 41 Bermuda Resident Secretary.
Appleby Corporate Services N/A Resident Representative in Bermuda.
48
Certain officers and directors of the Company are also officers and
directors of PEWC and/or PEWC affiliates, as described below:
Mr. Andy C.C. Cheng is a member of the Company's Board of Directors, as
well as Executive Vice President and Director of PEWC. Mr. Cheng also serves as
Director and Chief Executive Officer of PUSA and as a board member of other PEWC
affiliates.
Mr. Michael C. Lee is a member of the Company's Board of Directors, as
well Chief Executive Officer of PEWC. Mr. Lee also serves as Chairman of PUSA.
Mr. David T. Sun is a member of the Board of Directors of the Company,
as well as President of PEWC and President of Charoong Thai.
Mr. Tony Chun-Tang Yuan is a member of the Board of Directors of the
Company. He also serves as Chairman of PEWC.
Mr. Jack T. Sun is a member of the Company's Board of Directors, as
well as Executive Vice Chairman of Charoong Thai. Mr. Sun also serves on a
number of other boards of PEWC affiliates.
Mr. Charles C.Y. Han is a member of the Board of Directors of the
Company, a member of the Executive Committee, Chairman and Chief Operating
Officer of the Company. Mr. Han also serves as General Manager of Sigma Cable,
Managing Director of APEC and Chairman of NPCDC.
Notwithstanding the relationships with PEWC or affiliates of PEWC, the
above named individuals, in their capacities as directors and officers of the
Company, are subject to fiduciary duties to the Company's shareholders.
Actions may be taken by a quorum of directors (which consists of at
least two directors) present at a board meeting. The Bye-Laws of the Company
provide that any one director may call a board meeting.
6.2 AUDIT COMMITTEE
The Audit Committee is a committee of the board of directors comprised
of the two independent directors, Mr. Charles Xue and Mr. Tim Wong. Its primary
function is to assist the board of directors in its oversight of: (i) the
reliability and integrity of accounting policies and financial reporting and
disclosure practices and (ii) the establishment and maintenance of processes to
ensure that there is compliance with all applicable laws, regulations and
company policy and an adequate system of internal control, management of
business risks and safeguard of assets.
This function is carried out by: (i) reviewing the appropriateness of
the accounting principles adopted by management in the composition and
presentation of financial reports; (ii) overseeing the financial reports and the
external audit of these reports; and (iii) overseeing the
49
establishment and management of risk limits and tolerances across our business
and within our subsidiaries.
The Audit Committee is solely and directly responsible for the
appointment, compensation and oversight of the work of our auditors. Our
auditors report directly to the Audit Committee. In addition, the Audit
Committee has authority to engage independent counsel and other advisers as it
determines is necessary to carry out its duties.
6.3 REMUNERATION COMMITTEE
The Board has established a Remuneration Committee comprised of the two
independent directors, Mr. Charles Xue and Mr. Tim Wong. This committee will
help determine the remuneration to be paid to executive directors of the
Company.
6.4 COMPENSATION
The aggregate amount of compensation paid by the Company to all of the
Company's directors and executive officers, as a group, for services in all
capacities during 2003 was approximately $900,000. As of April 8, 2004, our
directors and executive officers beneficially owned 8,000 common shares
representing approximately 0.058% of the outstanding common shares.
The Company has authorized a stock option plan for directors and key
employees of the Company, pursuant to which any award of stock options will be
made only with the approval of the Board of Directors. The Company has granted
options to purchase 97,500 shares at the initial public offering price of $12.00
per share. These options vest in equal amounts over three years and are
exercisable for a period of ten years. The Company has reserved 650,000 common
shares for issuance under the plan.
6.5 EMPLOYEES
As of December 31, 2003, the Company employed a total of approximately
1,980 employees, of which 300 are administrative and management personnel. In
Thailand, the Company employs approximately 1,140 staff. In addition, the
Company has approximately 190 employees in Singapore, 60 employees in Australia,
520 employees in China and 70 employees in Malaysia. Production workers are
usually organized into two 12-hour shifts or three 8-hour shifts to allow
continuous factory operation.
The Company offers a range of employee benefits, which it believes are
comparable to industry practice in its local markets. Such benefits include
performance-based pay incentives, medical benefits, vacation, pension, housing
for a small number of workers in Singapore and in Thailand, and a small housing
supplement to other workers. The Company also provides training programs for its
personnel designed to improve worker productivity and occupational safety.
Approximately 60% of the employees of Sigma Cable are members of the
United Workers of Electronics & Electrical Industries, an employees' union in
Singapore. Under the terms of a collective agreement, signed in June 2003, the
Company is required to negotiate salary and wage increases yearly. All other
worker benefits and employment terms are included in the
50
collective agreement. None of the employees of Siam Pacific, Pacific Thai,
Charoong Thai or APEC are members of a union.
The Company has never experienced a strike or other disruption due to
labor disputes. The Company considers its employee relations to be good and has
not experienced difficulties attracting and retaining qualified employees. In
Singapore, employee turnover is approximately 10% of total employees annually.
In Thailand, employee turnover is approximately 3% of total employees annually.
ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.1 MAJOR SHAREHOLDERS
As of April 8, 2004, approximately 75.4% of the common shares of the
Company are indirectly owned by PEWC, a company incorporated in Taiwan and
listed on the Taiwan Securities Exchange. See Section 4.1.2 "Recent
Developments". The following table sets forth certain information regarding
ownership of the Company's capital stock as of April 8, 2004 by (i) all persons
who are known to the Company to own beneficially more than five percent of the
capital stock of the Company and (ii) the officers and directors of the Company
as a group. The voting rights attaching to the Common Shares below are the same
as those attaching to all other Common Shares.
Title of Class Identity of Person or Group Number of Percent of Class
Shares
- ------------------------------ --------------------------------------- ---------------- -------------------
Common Stock Pacific Electric Wire & Cable Co., 10,430,769 75.4%
Ltd.
Common Stock Heartland Advisors, Inc. (1) 1,645,100 11.9%
William J. Nasgovitz (1) 1,137,300 8.2%
President and Principal Shareholder
Heartland Advisors, Inc.
Common Stock Directors and Officers of the Company 8,000 0.058%
(1) Based on Schedule 13G filed February 12, 2004.
7.2 RELATED PARTY TRANSACTIONS
As at December 2003, the Company's largest short-term loan of $1.5
million was from Moon View Venture Limited, a subsidiary of PEWC. The loan is
unsecured. As at December 2003, the only long-term loan of $7.8 million was from
PEWC. The loan is unsecured and consists of $3.0 million being interest-free and
the remaining portion bears interest at LIBOR plus 1%. Interest has been paid
quarterly. The loan is repayable in 2008.
Additional details regarding related party balances as of December 31,
2003 and related party transactions during the year 2003 are disclosed in Note
15 of Item 18: Financial Statements.
51
ITEM 8: FINANCIAL INFORMATION
8.1 LEGAL PROCEEDINGS
All material litigation involving the Company discussed below is
subject to a Settlement Agreement entered into as of July 2, 2004 by and among
the Company, PEWC and Set Top International Inc., the material terms of which
are summarized below. See also Exhibit 4.4 "Settlement Agreement [Translation]".
Pacific Electric Wire & Cable Co., Ltd. & Asia Pacific Wire &
Cable Corp., Ltd. v. Set Top International, Case No. 03 Civ. 9623
(JFK) (AJP) (the "New York Action")
On December 4, 2003, PEWC and the Company (collectively "Plaintiffs")
commenced an action in the United States District Court for the Southern
District of New York (the "Southern District") against the following parties:
Set Top, Kinbong Holdings Limited ("Kinbong"), Tom Ching-Yun Tung, Frank
Wei-Feng Lin, Tai-Sheng Lien, Fu-Chuan Tsai, Fu-Nu Tsai, Yuan-Chun Hsu, Jack
Takacs and Robert Everett Wolin (collectively "Defendants"). The Complaint
alleges 12 causes of action, including fraud and conspiracy to commit fraud;
violation of section 13(d) of the Securities Exchange Act; RICO violations under
18 USC ss. 1962; and breach of fiduciary duty.
The case involves an alleged fraud perpetuated over a period of years
by certain of the Defendants against Plaintiffs. Prior to the allegedly
fraudulent transactions, PEWC owned (indirectly), free and clear of any
competing claims, a 75.42% interest in the Company. As a result of the
transactions, PEWC's controlling interest in the Company was purportedly
transferred to Defendant Set Top.
52
The Southern District action did not progress to the discovery phase as
the parties sought to agree to the terms of a settlement agreement on several
occasions.
On July 2, 2004, the Company, PEWC and Set Top entered into a
Settlement Agreement (the "Settlement Agreement") pursuant to which PEWC has
agreed to pay Set Top $25 million (the "Settlement Amount") by August 30, 2004
(subject to extension) to purchase all of Set Top's interest in the Company's
shares. In the event that PEWC fails to pay the Settlement Amount to Set Top by
August 30, 2004 (subject to extension), under the Settlement Agreement the
ownership of 10,074,102 shares of the Company will pass to Set Top.
Pursuant to the Settlement Agreement, the Company, PEWC and Set Top
have agreed to withdraw all claims in all litigation proceedings against each
other, including the actions in New York, Singapore and Bermuda, and Set Top has
agreed to withdraw all of its claims in the PUSA bankruptcy proceedings. The
parties are presently negotiating on the terms and the timing of the filing of
the stipulations of discontinuance and/or dismissal.
Prior to payment to Set Top of the Settlement Amount, Set Top is
entitled under the terms of the Settlement Agreement to register in its name
50.44% of the total outstanding shares of the Company. Such shares of the
Company, along with the approximately three million shares of the Company
currently held of record by Kinbong, will be held by an escrow agent pending
payment of the Settlement Amount.
Set Top International, Inc. v. Asia Pacific Wire & Cable Corp.,
Ltd. & Others, Case No. S231/2004/S
On March 23, 2004, Set Top commenced an action in the High Court of
Singapore against the Company seeking damages and an injunction restraining the
Company whether by itself, its related companies, its directors, officers,
employees or agents from disposing of or dealing with or diminishing in its name
or from causing or permitting any one to dispose of or deal with or diminish the
value of any of its assets. Pursuant to the terms of the Settlement Agreement,
the parties have agreed to dismiss all claims in the Singapore action.
53
Set Top International, Inc. v. Asia Pacific Wire & Cable Corp.,
Ltd., 2004 NO 192
On June 11, 2004, Set Top commenced an action in the Supreme Court of
Bermuda to strike the name of PUSA from the share register of the Company and
insert the name of Set Top in its place. Pursuant to the terms of the Settlement
Agreement, the parties have agreed to dismiss all claims in the Bermuda action.
In re Venturelink Holdings, Inc., et al., Case No. 02-80906-11-SAF
PUSA, the record owner of approximately 53% of the issued and
outstanding common shares of the Company, is a debtor in Chapter 11 bankruptcy
proceedings in the United States Bankruptcy Court for the Northern District of
Texas-Dallas Division (the "PUSA Bankruptcy"). Approximately 50.44% of the
common shares of the Company are subject to an alleged assignment of a pledge in
favor of Set Top, which has conducted a foreclosure proceeding on that pledge
and claims to have an ownership interest in those shares. In the New York Action
(see above), PEWC and the Company have challenged the validity of certain
actions taken by Set Top and other named defendants with respect to the shares
of the Company owned by PUSA.
Pursuant to the Settlement Agreement, Set Top has agreed to dismiss its
claims and withdraw as a party in interest in the PUSA Bankruptcy. See Section
4.1.2 "Recent Developments".
8.2 DIVIDEND POLICY
To date, the Company, a Bermuda company formed in 1996, has not paid
any dividends. While the Company has no present intention to pay dividends,
should it decide in the future to do so, as a holding company the Company's
ability to pay dividends, as well as to meet its other obligations, will depend
upon the amount of distributions, if any, received from the Company's operating
subsidiaries and other holdings and investments. The Company's operating
subsidiaries and other holdings and investments, from time to time, may be
subject to restrictions on their ability to make distributions to the Company,
including as a result of restrictive covenants contained in loan agreements,
restrictions on the conversion of local currency earnings into US dollars or
other hard currency and other regulatory restrictions. The foregoing
restrictions may also affect the Company's ability to fund operations of one
subsidiary with dividends and other payments received from another subsidiary.
ITEM 9: THE OFFER AND LISTING
9.1 HISTORICAL TRADING INFORMATION
From March 26, 1997 through December 31, 2001, the Company's common
shares were listed and traded on the New York Stock Exchange (the "NYSE") under
the symbol "AWC." Prior to such listing, there was no public market for the
Company's equity securities.
The NYSE has established certain continued listing criteria which
impose certain minimum requirements with respect to the per share price and the
aggregate value of the publicly traded securities of an issuer. In February
2001, the NYSE notified us that we had not been in compliance with those NYSE
requirements, and that the NYSE would be authorized to suspend trading in our
common shares and to commence delisting procedures subject to review and
approval of our business plan. During the course of 2001, our business plan was
submitted, amended and finally provisionally agreed with the NYSE, subject to
the right of the staff to
54
require continuous compliance within a designated time frame, which the Company
was not able to achieve, due to, among other factors, delays in approvals by
Thai regulatory authorities of the implementation of certain Thai-based elements
of the plan. On December 24, 2001, the staff of the NYSE announced that it has
determined that the trading of the common shares should be suspended prior to
December 31, 2001. The decision was reached in view of the fact that the Company
had fallen below the NYSE's continued listing standards. The Company appealed
the NYSE's decision, but its appeal was denied by a Committee of the Board of
Directors of the Exchange.
Following the suspension of trading of the common shares on the NYSE,
the common shares have been quoted on the "pink sheets" market by Pink Sheets
LLC, a privately owned company that provides pricing and financial information
for over-the-counter securities, under the symbol "AWRCF.PK".
Subsequent, to the quotation of the common shares on the "pink sheets"
market by Pink Sheets LLC, the Company established relationships with several
market markers and a public trading market for its common shares on the OTC BB.
It is traded on the OTC BB under the symbol "AWRCF.OB".
The common shares are not listed on any other exchanges or otherwise
publicly traded within or outside the United States.
The high and low sales price for common shares on the NYSE (up until
December 2001) and on the OTC BB (from February 2002 when the Company
re-established a public trading market for its common shares on the OTC BB) for
each quarterly period from the first quarter of 1998 to the first quarter of
2004, and the high and low prices for November 2003 through April 2004, are as
follows:
Price per Share ($)
-------------------------------
High Low
1998
First Quarter 8.75 7
Second Quarter 8 5
Third Quarter 6 1.875
Fourth Quarter 4.25 1.875
1999
First Quarter 4.75 2.25
Second Quarter 4.4375 2
Third Quarter 4.625 3.75
Fourth Quarter 4.125 3.3125
2000
First Quarter 4.625 3.625
Second Quarter 4.25 2.375
Third Quarter 3.375 2.50
Fourth Quarter 2.75 1.1875
55
Price per Share ($)
-------------------------------
High Low
2001
First Quarter 1.6875 0.67
Second Quarter 0.85 0.65
Third Quarter 0.90 0.74
Fourth Quarter 0.86 0.40
2002
First Quarter 0.73 0.32
Second Quarter 0.90 0.48
Third Quarter 0.65 0.29
Fourth Quarter 1.55 0.51
2003
First Quarter 1.06 0.83
Second Quarter 1.60 0.75
Third Quarter 2.74 1.40
Fourth Quarter 3.60 2.15
2004
First Quarter 3.10 2.25
PRIOR SIX MONTHS
December 2003 3.50 2.30
January 2004 3.10 2.30
February 2004 2.84 2.35
March 2004 2.90 2.25
April 2004 2.85 2.50
May 2004 2.40 1.90
9.2 NATURE OF THE TRADING MARKET
Our common shares are quoted and traded on the OTC BB operated by the
NASD, Inc., under the symbol "AWRCF.OB".
ITEM 10: ADDITIONAL INFORMATION
10.1 MEMORANDUM OF ASSOCIATION AND BYE-LAWS
10.1.1 GENERAL
For a detailed description of the Company's principal activities
see Section 4.1 History and Development of the Company. The Company's Bye-laws,
which have been incorporated by reference, are available for inspection upon
prior written notice during customary business hours at the offices of the
Company.
56
10.1.2 DESCRIPTION OF SHAREHOLDER RIGHTS ATTACHING TO OUR COMMON
SHARES
The Company was incorporated in Bermuda on September 19, 1996
under the Companies Act. The rights of our shareholders are governed by Bermuda
law and our memorandum of association and Bye-laws.
The following discussion of our common shares, and the laws
governing the rights of our shareholders, is based upon the advice of Appleby
Spurling Hunter, our Bermuda counsel.
Our authorized share capital consists of 20,000,000 common shares,
par value $0.01 per share, of which, as of December 31, 2003, there are
13,830,769 common shares issued and outstanding.
o Holders of the common shares have no preemptive,
redemption, conversion or sinking fund rights.
o Holders of the common shares are entitled to one vote per
share on all matters submitted to a poll vote of holders of
common shares and do not have any cumulative voting rights.
o In the event of our liquidation, dissolution or winding-up
and subject to any alternative resolution that may be
pursued by our shareholders, the holders of common shares
are entitled to share ratably in our assets, if any,
remaining after the payment of all our debts and
liabilities.
o Our outstanding common shares are fully paid and
nonassessable.
o Additional authorized but unissued common shares may be
issued by the board of directors without the approval of
the shareholders.
The holders of common shares will receive such dividends, if any,
as may be declared by the board of directors out of funds legally available for
such purposes. We may not declare or pay a dividend, or make a distribution out
of contributed surplus, if there are reasonable grounds for believing that:
o we are, or after the payment would be, unable to pay our
liabilities as they become due; or
o the realizable value of our assets after such payment or
distribution would be less than the aggregate amount of our
liabilities and our issued share capital and share premium
accounts.
The following is a summary of provisions of Bermuda law and our
organizational documents, including the Bye-laws. We refer you to our memorandum
of association and Bye-laws, copies of which have been filed with the SEC. You
are urged to read these documents for a complete understanding of the terms of
the memorandum of association and Bye-laws.
57
10.1.3 SHARE CAPITAL
Our authorized capital consists of one class of common shares.
Under our Bye-laws, our board of directors has the power to issue any authorized
and unissued shares on such terms and conditions as it may determine. Any shares
or class of shares may be issued with such preferred, deferred, qualified or
other special rights or any restrictions with regard to such matters, whether in
regard to dividend, voting, special rights, return of capital or otherwise, as
we may from time to time by resolution of the shareholders prescribe, or in the
absence of such shareholder direction, as the board of directors may determine.
10.1.4 VOTING RIGHTS
Generally, under Bermuda law and our Bye-laws, questions brought
before a general meeting are decided by a simple majority vote of shareholders
present or represented by proxy. Matters will be decided, by way of votes cast
by way of show of hands unless a poll is demanded.
If a poll is demanded, each shareholder who is entitled to vote
and who is present in person or by proxy has one vote for each common share
entitled to vote on such question. A poll may only be demanded under the
Bye-laws by:
o the chairman of the meeting;
o at least three shareholders present in person or by proxy;
o any shareholder or shareholders present in person or by
proxy and holding between them not less than one-tenth of
the total voting rights of all shareholders having voting
rights;
o a shareholder or shareholders present in person or
represented by proxy holding common shares on which an
aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all common shares.
Unless the board of directors otherwise determines, no shareholder
shall be entitled to vote at any general meeting unless all calls or other sums
presently payable by that shareholder in respect of all shares held by such
shareholder have been paid.
10.1.5 DIVIDEND RIGHTS
Under Bermuda law, a company may declare and pay dividends unless
there are reasonable grounds for believing that the company is, or would, after
the payment, be unable to pay its liabilities as they become due or that the
realizable value of the company's assets would thereby be less than the
aggregate of its liabilities and issued share capital and share premium
accounts.
Under our Bye-laws, each share is entitled to a dividend if, as
and when dividends are declared by the board of directors. The board of
directors may determine that any dividend
58
may be paid in cash or, with the sanction of a shareholders resolution, by
distribution of specific assets including shares or debentures. The board of
directors may also pay any fixed cash dividend which is payable on any of our
common shares half-yearly or on other dates, whenever our position, in the
opinion of the board of directors, justifies such payment.
Dividends, if any, on our common shares will be at the discretion
of our board of directors, and will depend on our future operations and
earnings, capital requirements, surplus and general financial conditions as our
board of directors may deem relevant.
10.1.6 PURCHASES BY A COMPANY OF ITS OWN COMMON SHARES
We may purchase our own common shares out of the capital paid up
on the common shares in question or out of funds that would otherwise be
available for dividend or distribution or out of the proceeds of a fresh issue
of common shares made for the purposes of the purchase. We may not purchase our
shares if, as a result, our issued share capital would be reduced below the
minimum capital specified in our memorandum of association.
However, to the extent that any premium is payable on the
purchase, the premium must be provided out of the funds of the company that
would otherwise be available for dividend or distribution or out of a company's
share premium account. Any common shares purchased by a company are treated as
cancelled and the amount of the company's issued capital is diminished by the
nominal value of the shares accordingly but shall not be taken as reducing the
amount of the company's authorized share capital.
10.1.7 PREEMPTIVE RIGHTS
Our Bye-laws do not provide the holders of our common shares
preemptive rights in relation to any issues of common shares by us or any
transfer of our shares.
10.1.8 VARIATION OF RIGHTS
We may issue more than one class of shares and more than one
series of shares in each class. If we have more than one class of shares, the
rights attached to any class of shares may be altered or abrogated either:
o with the consent in writing of the holders of not less than
fifty percent of the issued common shares of that class; or
o pursuant to a resolution passed at a general meeting of the
holders of such common shares, voting in proxy or present,
at which a quorum is present.
The Bye-laws provide that a quorum for such a meeting shall be two
persons present in person or by proxy holding shares of the relevant class. The
Bye-laws specify that the creation or issue of shares ranking on parity with
existing shares will not, subject to any statement to the contrary in the terms
of issue of these shares or rights attached to those shares, vary the special
rights attached to existing shares.
59
10.1.9 TRANSFER OF COMMON SHARES
Subject to the "Transfer Restrictions" section below, a
shareholder may transfer title to all or any of his shares by completing an
instrument of transfer in the usual common form or in such other form as the
board of directors may approve. The form of transfer is required to be signed by
or on behalf of the transferor and also the transferee where any share is not
fully paid.
10.1.10 TRANSFER RESTRICTIONS
The board of directors may in its absolute discretion and without
assigning any reason refuse to register the transfer of any share that is not
fully paid.
The board of directors may refuse to register an instrument of
transfer of a share unless it:
o is duly stamped, if required by law, and lodged with us;
o is accompanied by the relevant share certificate and such
other evidence of the transferor's right to make the
transfer as the board of directors shall reasonably
require;
o has obtained, where applicable, permission of the Bermuda
Monetary Authority; and
o is in respect of one class of shares.
Our common shares are no longer listed on an "appointed stock
exchange" and, therefore, do not qualify for a "blanket" authorization for free
transferability from the Bermuda Monetary Authority for all transfers of our
common shares between persons who are not resident in Bermuda for exchange
control purposes. The Bermuda Monetary Authority has informed us that it has no
objection to the continued free transferability of our common shares on the same
basis as when the Company was listed on the NYSE except that the Bermuda
Monetary Authority has requested it be informed of any new five percent or more
shareholders.
10.1.11 TRANSMISSION OF SHARES
In the event of the death of a shareholder, the survivor or
survivors, where the deceased shareholder was a joint holder, or the legal
personal representative of such shareholder, including executors and
administrators, shall be the only persons recognized by us as having any title
to the shares of the deceased.
10.1.12 DISCLOSURE OF INTERESTS
Under the Companies Act, a director who has an interest in a
material contract or assignment or a material proposed contract or assignment,
or a 10% or more interest (directly or indirectly) in an entity that is
interested in a contract or proposed contract or arrangement with us, is
obligated to declare the nature of such interest at the first opportunity at a
meeting of the board
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of directors, or by writing to the board of directors. If the director has
complied with the relevant sections of the Companies Act and the Bye-laws with
respect to the disclosure of his interest, the director may vote at a meeting of
the board of directors or a committee thereof on a contract, transaction or
arrangement in which that director is interested and he will be taken into
account in ascertaining whether a quorum is present.
10.1.13 RIGHTS IN LIQUIDATION
Under Bermuda law, in the event of liquidation, dissolution or
winding-up of a company, after satisfaction in full of all claims of creditors
and subject to the preferential rights accorded to any series of preferred
stock, the proceeds of such liquidation, dissolution or winding-up are
distributed among the holders of shares in accordance with a company's Bye-laws.
Under our Bye-laws, if we are wound up, the liquidator may,
pursuant to a resolution of the shareholders and any approval required by the
Companies Act, divide among the shareholders in cash or other assets the whole
or part of our assets, whether they shall consist of property of the same kind
or not and may for such purposes set such values as he deems fair upon any
property to be divided and may determine how such division shall be carried out
as between the shareholders.
10.1.14 MEETINGS OF SHAREHOLDERS
Under Bermuda law, a company is required to convene at least one
general meeting per calendar year. The directors of a company, notwithstanding
anything in its Bye-laws, shall, on the requisition of the shareholders holding
at the date of the deposit of the requisition not less than one-tenth of the
paid-up capital of the company carrying the right of vote, duly convene a
special general meeting.
The Bye-laws provide that the board of directors may convene a
special general meeting whenever in their judgment such a meeting is appropriate
or necessary. Bermuda law requires that shareholders be given at least five
days' notice of a meeting of the company. Our Bye-laws extend this period to
provide that not less than 20 days' written notice of a general meeting must be
given to those shareholders entitled to receive such notice. The accidental
omission to give notice to or nonreceipt of a notice of a meeting by any person
does not invalidate the proceedings of a meeting.
Our Bye-laws state that no business can be transacted at a general
meeting unless a quorum of at least two shareholders representing a majority of
the issued shares of the company are present in person or by proxy and entitled
to vote. Under our Bye-laws, notice to any shareholders may be delivered either
personally or by sending it through the post, by airmail where applicable, in a
pre-paid letter addressed to the shareholder at his address as appearing in the
share register or by delivering it to, or leaving it at such registered address.
A notice of a general meeting is deemed to be duly given to the shareholder if
it is sent to him by cable, telex or telecopier.
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10.1.15 ACCESS TO BOOKS AND RECORDS AND DISSEMINATION OF
INFORMATION
Under Bermuda law, members of the general public have the right to
inspect the public documents of a company available at the office of the Bermuda
Registrar of Companies. These documents include the memorandum of association
and any amendment to the memorandum of association.
Our shareholders have the additional right to inspect minutes of
shareholder meetings and our audited financial statements, which must be
presented at an annual general meeting.
Our Bye-laws provide that the register of shareholders of a
company is required to be open for inspection between 10:00 a.m. and 12:00 noon
each working day without charge and to members of the general public on the
payment of a fee. A company is required to maintain its share register in
Bermuda but may, subject to the provisions of the Companies Act, establish a
branch register outside of Bermuda. We have established a branch register with
our transfer agent, EquiServe Trust Company, N.A.
Under Bermuda law, a company is required to keep at its registered
office a register of its directors and officers that is open for inspection for
not less than two hours in each day by members of the public without charge.
Under our Bye-laws, the register of directors and officers are available for
inspection by the public between 10:00 a.m. and 12:00 noon every working day.
Bermuda law does not, however, provide a general right for shareholders to
inspect or obtain copies of any other corporate records.
10.1.16 ELECTION OR REMOVAL OF DIRECTORS
The Bye-laws provide that the number of directors will be such
number not less than two, as our shareholders by resolution may from time to
time determine. A director will serve until his successor is appointed or his
prior removal in the manner provided by the Companies Act or the Bye-laws.
The board shall have the power at any time and from time to time
to appoint any individual to be a director so as to fill a casual vacancy. The
shareholders may approve the appointment of alternate directors or may authorize
the board to appoint them. Directors may also appoint their own alternates.
We may, in a special general meeting called for this purpose,
remove a director, provided notice of such meeting is served upon the director
concerned not less than fourteen days before the meeting and he shall be
entitled to be heard at that meeting.
The office of a director will be vacated in the event of any of
the following:
o if he resigns his office by notice in writing to be
delivered to our registered office or tendered at a meeting
of the board of directors;
o if he becomes of unsound mind or a patient for any purpose
under any statute or applicable law relating to mental
health;
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o if he becomes bankrupt under the law of any country or
enters into a general settlement with his creditors;
o if he is prohibited by law from being a director; or
o if he ceases to be a director by virtue of the Companies
Act or is removed from office pursuant to the Bye-laws.
10.1.17 AMENDMENT OF MEMORANDUM OF ASSOCIATION AND BYE-LAWS
Bermuda law provides that the memorandum of association of a
company may be amended by resolution passed at a general meeting of which due
notice has been given. An amendment to a memorandum of association does not
require the consent of the Minister of Finance save for specific circumstances,
for example, the adopting of any authority to carry on restricted business
activities.
Under Bermuda law, the holders of:
o an aggregate of not less than twenty percent in par value
of the Company's issued common shares; or
o not less in the aggregate than twenty percent of the
company's debentures
are entitled to object to amendments to its memorandum of association, and have
the right to apply to the Supreme Court of Bermuda for an annulment of any
amendment of the memorandum of association. Where such an application is made,
the amendment becomes effective only to the extent that it is confirmed by the
Bermuda Supreme Court. An application for an annulment of an amendment of the
memorandum of association must be made within twenty-one days after the date on
which the resolution amending the memorandum of association is passed and may be
made on behalf of the persons entitled to make the application by one or more of
their number as they may appoint in writing for the purpose.
Our Bye-laws may be amended in the manner provided for in the Companies Act,
which provides that the directors may amend the Bye-laws, provided that any such
amendment shall be effective only to the extent approved by the shareholders.
10.1.18 MERGER OR CONSOLIDATION (AMALGAMATION)
The Companies Act provides that, subject to the terms of a
company's Bye-laws, the merger or consolidation of a Bermuda company with
another company requires a merger or consolidation agreement which must be
approved by the board of directors and at a meeting of the shareholders by
seventy-five percent of the shareholders present and entitled to vote at such
meeting in respect of which the quorum shall be two persons holding or
representing at least one-third of the issued shares of the company.
Under Bermuda law, in the event of a merger or consolidation of a
Bermuda company, a shareholder who did not vote in favor of the transaction and
who is not satisfied that
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fair value has been offered for the shares, may apply to a Bermuda court within
one month of notice of the meeting of shareholders to appraise the fair value of
those shares.
10.1.19 CLASS ACTIONS AND DERIVATIVE ACTIONS
Class actions and derivative actions are generally not available
to shareholders under Bermuda law. A shareholder may commence an action in the
name of a company to remedy a wrong done to the company where the act complained
of is alleged to be beyond the corporate power of the company, or is illegal or
would result in the violation of the company's memorandum of association or
Bye-laws. Furthermore, consideration would be given by a Bermuda court to acts
that are alleged to constitute a fraud against the minority shareholders or, for
instance, where an act requiring the approval of a greater percentage of the
company's shareholders than those who actually approved it.
When one or more shareholders believes the affairs of a company
are being conducted in a manner which is prejudicial to the interest of some of
the shareholders, a Bermuda court, upon petition, may make such order as it sees
fit, including an order regulating the conduct of the company's affairs in the
future or ordering the purchase of the shares of any shareholders by other
shareholders or by the company.
10.1.20 REGISTRAR OR TRANSFER AGENT
Our branch transfer agent and registrar is EquiServe Trust
Company, N.A. In addition to a register held by our transfer agent, a register
of holders of the shares is maintained by Appleby Corporate Services in Bermuda
located at Canon's Court, 22 Victoria Street, Hamilton HM EX, Bermuda.
10.1.21 PERSONAL LIABILITY OF DIRECTORS AND INDEMNITY
The Companies Act requires every officer, including directors, of
a company in exercising powers and discharging duties, to act honestly in good
faith with a view to the best interests of the company, and to exercise the
care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. The Companies Act further provides that any provision
whether in the Bye-laws of a company or in any contract between the company and
any officer or any person employed by the company as auditor exempting such
officer or person from, or indemnifying him against, any liability which by
virtue of any rule of law would otherwise attach to him, in respect of any fraud
or dishonesty of which he may be guilty in relation to the company, shall be
void.
Every director, officer, resident representative and committee
member shall be indemnified out of our funds against all civil liabilities,
loss, damage or expense including liabilities under contract, tort and statute
or any applicable foreign law or regulation and all reasonable legal and other
costs and expenses properly payable, incurred or suffered by him as director,
officer, resident representative or committee member; provided that the
indemnity contained in the Bye-laws will not extend to any matter which would
render it void under the Companies Act as discussed above.
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10.1.22 EXCHANGE CONTROLS
We have been designated by the Bermuda Monetary Authority as a
nonresident under the Exchange Control Act of 1972 (the "Exchange Act"). This
designation will allow us to engage in transactions in currencies other than the
Bermuda dollar.
The transfer of common shares between persons regarded as resident
outside Bermuda for exchange control purposes and the issue of common shares to
such persons may be effected without specific consent under the Exchange Act and
regulations thereunder. Any issues of shares, and any transfers of common shares
to any person regarded as resident in Bermuda for exchange control purposes,
require specific prior approval from the Bermuda Monetary Authority under the
Exchange Act.
Under Bermuda law, share certificates are only issued in the names
of corporations, partnerships or individuals. In the case of an applicant acting
in a special capacity, for example an executor or a trustee, certificates may,
at the request of the applicant, record the capacity in which the applicant is
acting.
Notwithstanding the recording of any special capacity, we are not
bound to investigate or incur any responsibility in respect of the proper
administration of any such estate or trust.
We will take no notice of any trust applicable to any of our
common shares whether or not we had notice of such trust.
As an "exempted company", we are exempt from Bermuda laws which
restrict the percentage of share capital that may be held by non-Bermudians.
However, as an exempted company we may not participate in certain designated
business transactions, which we do not consider relevant to our present or
planned business activities.
10.2 MATERIAL CONTRACTS
Composite Services Agreement
The Company engages in transactions in the ordinary course of business
with PEWC, including the purchase of certain raw materials and the distribution
of PEWC products in various countries in the Asia Pacific region. The Company
and PEWC are parties to a composite services agreement dated November 7, 1996
(the "Composite Services Agreement"), which originally expired on November 7,
1999 (but has been renewed yearly at the option of the Company), which contains
provisions that define the relationship and the conduct of the respective
businesses of the Company and PEWC and confers certain preferential benefits on
the Company. Pursuant to the Composite Services Agreement:
o PEWC agrees to (a) sell copper rod to the Company, upon the
Company's request, (i) at a price consisting of the spot price of
copper on the LME plus an agreed upon premium and (ii) at prices
and on terms at least as favorable as PEWC provides copper rod to
other purchasers of similar amounts of copper rod in the
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same markets, and (b) give priority in the supply of copper rod to
the Company over other purchasers of copper rod from PEWC.
o The Company has the right to distribute any wire or cable product
manufactured by PEWC in all markets in which the Company presently
distributes or develops the capability to distribute in the future
such products on such terms as have historically been in effect or
on terms at least as favorable as PEWC grants to third parties
that distribute such products in such markets. However, PEWC is
not required to grant to the Company the right to distribute
products manufactured by PEWC in the future in markets where the
Company does not currently have the capability to distribute
unless and until PEWC has no pre-existing contractual rights which
would conflict with the grant of such right to the Company.
o Each of PEWC and the Company will notify the other party prior to
entering into any negotiations with a third party concerning the
establishment of any facility or similar venture to manufacture or
distribute any wire or cable product outside of the markets where
the Company currently manufactures or distributes, or intends to
develop the capability to manufacture or distribute, any wire or
cable product. Unless the Company and PEWC mutually agree
otherwise, the Company has the right of first refusal to enter
into any definitive agreement with such third party. If, however,
such third party would not agree to the substitution of the
Company for PEWC or such substitution would prevent the successful
completion of the facility or venture, PEWC has agreed to arrange
for the Company to participate to the extent possible.
o PEWC agrees to make available to the Company, upon the Company's
request and on terms to be mutually agreed between PEWC and the
Company from time to time, certain services with respect to the
design and manufacture of wire and cable products,
computerization, inventory control, purchasing, internal auditing,
quality control, emergency back-up services, and recruitment and
training of personnel; such services may include the training of
the Company's employees and managers at PEWC facilities and the
secondment of PEWC employees and managers to the Company.
o Without the consent of the Company, PEWC will not compete with
respect to the manufacture or distribution of wire and cable
products in any market in which the Company is manufacturing or
has taken significant steps to commence manufacturing.
o For purposes of the Composite Services Agreement, each province in
China is considered the equivalent of a country.
To the extent that transactions occur in the future between the Company
and PEWC or affiliates of PEWC other than under the Composite Services
Agreement, such transactions will be entered into on an arm's length basis on
terms no less favorable than those available from unaffiliated third parties.
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Indemnification Agreement
The Company and PEWC are parties to an indemnification agreement dated
November 6, 1996 (the "Indemnification Agreement"), pursuant to which PEWC
agreed to indemnify the Company (including the Company's directors, officers,
employees and agents) against any cost, expense, loss, liability or damage
arising out of any claim asserted or threatened to be asserted by any third
party as a result of certain actions taken or failed to be taken by PEWC or its
subsidiaries (other than the Company) prior to March 1997 with respect to Sigma
Cable, Sino-Sin, APEC, Siam Pacific, Siam Pacific Holding Company, Pacific Thai,
Charoong Thai and NPCDC, following the exercise by the Company of its option to
purchase, directly or indirectly, each of them (collectively, the "Transferred
Businesses"). PEWC has a duty to indemnify the Company if such cost, expense,
loss, liability or damage arises out of claims resulting from the actions or
inactions of PEWC or its subsidiaries, with respect to the Transferred
Businesses, to the extent such action or failure to act was not in compliance
with applicable laws and regulations or obligations to third parties and, with
respect to Charoong Thai, is limited to situations of which PEWC had knowledge.
10.3 ENVIRONMENTAL MATTERS
The Company believes that all of its operations are in compliance with,
and in certain circumstances exceed, all applicable environmental laws and
regulations in Thailand, Singapore, Australia and China. The Company has not
been subject to any legal, regulatory or other action alleging violations or
breaches of environmental standards. While the Company does not believe that the
nature of its operations create environmental hazards, no assurance can be given
that new environmental laws or regulations in Thailand, Singapore, Australia,
China or elsewhere, will not, in the future, require changes in the Company's
production processes or otherwise adversely affect the Company's operations and
financial condition.
10.4 INSURANCE
The Company maintains insurance policies covering certain buildings,
machinery and equipment against specified amounts of damage or loss caused by
fire, flooding, other natural disasters and burglary and theft. The Company does
not carry insurance for consequential loss arising from business interruptions
or political disturbances and does not carry product liability insurance. The
Company believes that it maintains insurance coverage commensurate with the
nature of and risks associated with its business.
10.5 CREDIT SUPPORT
PEWC has provided credit support to the Company and its subsidiaries
through the provision of direct loans, credit terms in inter-company trade
balances between PEWC and the operating subsidiaries and corporate guarantees
for trade and credit facilities from banks and financial institutions for the
purposes of financing working capital, capital expenditures, acquisitions and
expansion programs. There can be no assurance that PEWC would continue to
provide such support in the future if Swiss Re foreclosed on the Pledged Shares
or for some other reason.
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10.6 TAXATION
The following is a summary of certain tax consequences of the
acquisition, ownership and disposition of common shares based on the tax laws of
the United States and Bermuda. Such summary is subject to changes in United
States and Bermuda law, including changes that could have retroactive effect.
The following summary does not take into account the individual circumstances of
an investor, nor does it purport to be a complete technical analysis or
examination of all potential tax effects relevant to a decision to purchase
common shares.
10.6.1 UNITED STATES TAXATION
The following is a summary of certain United States federal income
tax consequences of the acquisition, ownership and disposition of common shares
by a U.S. Holder (as defined below). The summary does not purport to be a
comprehensive description of all possible tax considerations that may be
relevant to a decision to purchase common shares. In particular, this summary
deals only with common shares held as capital assets and does not address the
United States tax treatment of U.S. Holders that are subject to special
treatment under the United States Internal Revenue Code of 1986, as amended (the
"Code"), such as dealers in securities, financial institutions, life insurance
companies, tax-exempt entities, persons holding shares as part of a hedging or
conversion transaction or a straddle, or persons whose functional currency is
not the United States dollar or who own (directly, indirectly or by attribution)
10% or more of the stock of the Company. Consequently, prospective purchasers
who are U.S. Holders are advised to satisfy themselves as to the overall United
States federal, state and local tax consequences of their acquisition of,
ownership and disposition of common shares by consulting their own tax advisors.
The statements of United States tax laws set forth below are based
on the laws in force as of the date of this Annual Report and may be subject to
changes in United States law occurring after such date.
As used herein, the term "U.S. Holder" shall mean a beneficial
owner of common shares that is (i) a citizen or resident of the United States,
(ii) a corporation or partnership created or organized in the United States or
under the laws of the United States or any state (or the District of Columbia),
(iii) an estate, the income of which is subject to United States federal income
tax regardless of its source, or (iv) a trust, if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more "United States person" (as defined in Section 7701(a)(30)
of the Code) has the authority to control all substantial decisions of the
trust.
Taxation of Dividends
A U.S. Holder receiving a distribution with respect to common
shares generally will be required to include such distribution in gross income
(as ordinary income subject to regular, and not reduced, tax rates) on the day
received as foreign-source dividend income to the extent such distribution is
paid from the Company's current or accumulated earnings and profits (as
determined under United States federal income tax principles). Such dividends
will not be eligible for the dividends received deduction (generally allowed to
certain United States
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corporations in respect of dividends received from United States corporations).
U.S. Holders that are corporations and directly own 10% or more of the voting
stock of the Company may be entitled to claim a foreign tax credit for United
States federal income tax purposes in respect of foreign taxes paid by the
Company and certain subsidiaries.
To the extent any distribution exceeds the current and accumulated
earnings and profits of the Company for a taxable year, the distribution will be
treated as a non-taxable return of capital to the extent of the U.S. Holder's
adjusted tax basis in the common shares with respect to which the distribution
is made, causing a reduction in the adjusted basis of the common shares (thereby
increasing the amount of gain, or decreasing the amount of loss, to be
recognized by the U.S. Holder on a subsequent disposition of the common shares).
To the extent such distribution exceeds the U.S. Holder's adjusted tax basis in
the common shares, such excess will be treated as capital gain.
Taxation of Capital Gains
For United States federal income tax purposes, a U.S. Holder will
recognize taxable gain or loss on any sale or exchange of common shares in an
amount equal to the difference between the amount realized for the common shares
and the U.S. Holder's adjusted tax basis in the common shares. Such gain or loss
generally will be capital gain or loss and will be long-term capital gain or
loss if the common shares have been held for more than one year on the date of
the sale or exchange thereof, and will be short-term capital gain or loss if the
common shares have been held for one year or less on the date of the sale or
exchange thereof. Any gain recognized by a U.S. Holder generally will be treated
as United States source income. In general, an individual's long-term capital
gains are subject to U.S. federal income tax at a marginal rate of 15%, or 5% in
the case of individuals in the 10% or 15% income tax brackets. (If an individual
is subject to the "alternative minimum tax", the maximum effective tax rate on
long-term capital gains will be 26% to 28%.)
Long-term capital gains of corporations generally are subject to
the U.S. federal income tax at a current maximum marginal rate of 35%.
Short-term capital gain generally is taxable at ordinary income rates. Although
capital gains of corporations currently are taxed at the same rates as ordinary
income, the distinction between capital gain and ordinary income or loss is
relevant for purposes of, among other things, limitations on the deductibility
of capital losses. Corporations may deduct capital losses only to the extent of
capital gains and generally may carry back capital losses to each of the
preceding three years and carry forward capital losses to each of the succeeding
five years. Individuals may deduct capital losses to the extent of capital gains
plus up to $3,000 ($1,500 for married individuals filing separate returns) and
may carry forward long-term capital losses indefinitely.
Backup Withholding
In general, information reporting requirements may be applicable
to dividend payments (or other taxable distributions) made in respect of common
shares to non-corporate U.S. Holders, and "backup withholding" at the rate of
28% will apply to such payments (i) if the holder or beneficial owner fails to
provide a taxpayer identification number in the manner required by U.S. law and
applicable regulations, (ii) if the Internal Revenue Service notifies the
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payor that the taxpayer identification number furnished by the holder or
beneficial owner is incorrect, (iii) if there has been notification from the
Internal Revenue Service of a failure by the holder or beneficial owner to
report all interest or dividends required to be shown on its United States
federal income tax returns or (iv) in certain circumstances, if the holder or
beneficial owner fails to comply with applicable certification requirements. In
general, payment of the proceeds from a sale of common shares to or through a
United States office of a broker is subject to both United States backup
withholding and information reporting unless the holder or beneficial owner
certifies as to its non-United States status or otherwise establishes an
exemption. Amounts withheld under the backup withholding rules may be credited
against a holder's tax liability, and a holder may obtain a refund of any excess
amounts withheld under the backup withholding rules by timely filing the
appropriate claim for refund with the Internal Revenue Service ("IRS"). Payment
of the proceeds from the sale of common shares effected outside the United
States by a foreign office of certain United States connected brokers will not
be subject to backup withholding tax but will be subject to information
reporting requirements unless the broker has documentary evidence in its records
that the beneficial owner is a non-U.S. Holder and has no actual knowledge to
the contrary, or the beneficial owner otherwise establishes an exemption.
Passive Foreign Investment Company
In general, the Company will be treated as a passive foreign
investment company ("PFIC") for United States federal income tax purposes for
any taxable year if either (i) at least 75% of the gross income of the Company
is passive income or (ii) at least 50% of the value (determined on the basis of
a quarterly average) of the Company's assets is attributable to assets that
produce or are held for the production of passive income. The Company believes,
based on its current operations and assets, that it is not a PFIC and does not
expect to become a PFIC in the future. This conclusion is a factual
determination based on, among other things, a valuation of the Company's assets,
which will likely change from time to time.
If the Company were a PFIC for any taxable year during which a
U.S. Holder held common shares, the U.S. Holder would be subject to special tax
rules with respect to (i) any "excess distribution" by the Company to the U.S.
Holder (generally any distribution received by the U.S. Holder in a taxable year
that is greater than 125% of the average annual distribution received by the
U.S. Holder in the three preceding taxable years, or the U.S. Holder's holding
period for the common shares, if shorter) and (ii) any gain realized on the sale
or other disposition (including a pledge) of common shares.
Under these special tax rules, (i) the excess distribution or gain
would be allocated ratably over the U.S. Holder's holding period for the common
shares, (ii) the amount allocated to the U.S. Holder's current taxable year and
to any period prior to the first taxable year in which the Company was a PFIC
would be includible as ordinary income in the U.S. Holder's current taxable year
and (iii) the amount allocated to a prior year during which the Company was a
PFIC would be subject to tax at the highest tax rate in effect for that year,
and an interest charge would also be imposed with respect to the resulting tax
attributable to each such prior year. The interest charge is computed using the
applicable rates imposed on underpayments of United States federal income tax
for the relevant periods.
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The special tax rules described above will not apply to a U.S.
Holder if the U.S. Holder elects to have the Company treated as a "qualified
electing fund" (a "QEF election") and the Company provides certain information
to U.S. Holders. If the Company is treated as a PFIC, it will notify the U.S.
Holders and provide such holders with the information necessary to make an
effective QEF election, including information as to the procedures for making
such an election. The QEF election is made on a shareholder-by-shareholder basis
and can ordinarily be revoked only with the consent of the IRS.
A U.S. Holder that makes a valid QEF election will be currently
taxable on its pro rata share of the Company's ordinary earnings and net capital
gain (at ordinary income and capital gains rates, respectively) for each taxable
year that the Company is classified as a PFIC, regardless of whether
distributions are received. Thus, the U.S. Holder may recognize taxable income
without receiving any cash to pay its tax liability with respect to such income.
The U.S. Holder's basis in the common shares will be increased to reflect taxed
but undistributed income. Distributions of income that have been previously
taxed will result in a corresponding reduction of basis in the common shares and
will not be taxed again as a distribution to the U.S. Holder.
A U.S. Holder owning common shares during any year that the
Company is a PFIC must file IRS Form 8621. U.S. Holders should consult their tax
advisors concerning the United States federal income tax consequences of holding
common shares and of making a QEF election if the Company is treated as a PFIC
in the future.
Controlled Foreign Corporation
More than 50 percent of the Company's voting stock is owned by a
single United States shareholder. Consequently, the Company is a "controlled
foreign corporation" for United States federal income tax purposes. United
States persons owning (directly, indirectly or by attribution) 10 percent or
more of the Company's voting stock will be subject to a special United States
tax regime with respect to their stock and their shares of certain types of
income of the Company. Any such 10 percent shareholders are advised to consult
with their own tax advisors.
10.6.2 BERMUDA TAXATION
In the opinion of Appleby Spurling Hunter, the following
discussion correctly describes certain tax consequences of the ownership of
common shares under Bermuda law.
Under current Bermuda law, there are no taxes on profits, income
or dividends nor is there any capital gains tax. Furthermore, the Company has
received from the Minister of Finance of Bermuda under the Exempted Undertakings
Tax Protection Act of 1966, as amended, an undertaking that, in the event that
Bermuda enacts any legislation imposing tax computed on profits or income,
including any dividend or capital gains withholding tax, or computed on any
capital asset, gain or appreciation, or any tax in the nature of estate duty or
inheritance tax, then the imposition of any such tax shall not be applicable to
the Company or to any of its operations, or the shares, debentures or other
obligations of the Company, until March 28, 2016. This undertaking does not,
however, prevent the imposition of any such tax or duty on such persons as are
ordinarily resident in Bermuda and holding such shares, debentures or
obligations of the
71
Company or of property taxes on Company-owned real property or leasehold
interests in Bermuda.
As an exempted company, the Company must pay to the Bermuda
government an annual registration fee calculated on a sliding-scale basis by
reference to its assessable capital, that is, its authorized share capital plus
any share premium.
There is no stamp duty or other transfer tax payable upon the
transfer of shares in the Company by shareholders.
The United States does not have a comprehensive income tax treaty
with Bermuda.
10.7 DOCUMENTS ON DISPLAY
We are required to comply with the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to
a foreign private issuer. We will file annually a Form 20-F no later than six
months after the close of our fiscal year, which is December 31st. As a foreign
private issuer, we are exempt from the rules under the Exchange Act prescribing
the furnishing and content of proxy statements, and our officers, directors and
principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act.
Our reports and other information, when so filed, may be inspected and
copied (at prescribed rates) at the public reference facilities maintained by
the Securities and Exchange Commission (the "SEC") at Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information. In addition, the SEC maintains a web site that contains
information filed electronically with the SEC, which can be accessed over the
Internet at http://www.sec.gov.
We have filed all our reports electronically since November 4, 2002.
Such reports can be accessed over the Internet at http://www.sec.gov.
ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to financial market risks derives primarily from the
changes in interest rates, foreign exchange rates and the commodity price of our
primary raw material, copper.
11.1 FOREIGN CURRENCY EXPOSURE
Changes in currency exchange rates influence the Company's results of
operations. The Company's principal operations are located in Thailand and
Singapore and a substantial portion of its revenues are denominated in Baht or
Singapore dollars. Nearly all of the raw materials for these operations are
imported and paid for in US dollars and a substantial portion of the Company's
future capital expenditures are expected to be in US dollars. The Company
requires a significant amount of US dollars for its ongoing equipment upgrade
and maintenance programs. Although the Company's reporting currency is US
dollars, the functional currency of its Singapore operations, which accounted
for approximately 16.7% of Company sales (including
72
sales of Distributed Products) in 2003, is the Singapore dollar, and the
functional currency of its Thai operations, which accounted for approximately
44.2% of Company sales in 2003, is the Baht. Accordingly, any devaluation of the
Baht or the Singapore dollar against the US dollar increases the effective cost
of foreign manufacturing equipment and the amount of foreign currency
denominated expenses and liabilities and has an adverse impact on the operations
of the Company.
We have entered into derivative financial instruments on a selective
basis throughout the year to mitigate foreign currency fluctuation risks arising
from operating activities. The application of these instruments is primarily for
currency hedging purposes and not for trading purposes. The Company uses Thai
Baht forward foreign exchange contracts to reduce its exposure to foreign
currency risk for liabilities denominated in foreign currency. A forward foreign
exchange contract obligates the Company to exchange predetermined amounts of
specified foreign currencies at specified exchange rates on specified dates or
to make an equivalent US dollar payment equal to the value of such exchange.
Realized and unrealized gains and losses on foreign exchange contracts are
included in income as foreign exchange gains or losses.
As of December 31, 2003, we do not have any significant forward
exchange contracts outstanding.
11.2 INTEREST RATE RISK
The Company's exposure to market rate risk for changes in interest
rates relates primarily to the Company's bank loans and overdrafts, long-term
debt and interest-bearing long-term loans from PEWC. The Company maintains a
mixture of both fixed and floating debt instruments. During 2003 interest paid
totaled $1.6 million.
The following table provides information about the Company's debt
instruments that are sensitive to changes in interest rates.
Principal Amount (In thousands of US$)
-----------------
Bank loans and overdrafts 22,339
Long-term debt 1,654
Interest-bearing long-term loan from PEWC 4,818
-------
Total 28,811
-------
We have cash flow and earnings exposure due to market interest rate
changes for our floating debt obligations. We manage the exposure to financial
market risk by performing ongoing evaluations of our debt portfolios and
restructuring our financial instruments
73
accordingly to provide the optimum interest structure. A half percentage point
change in interest rates would affect our interest payments by approximately 13%
annually.
11.3 RISKS RELATING TO COPPER
Copper is the principal raw material we use, accounting for
approximately 50% to 60% of the cost of sales in 2003. We purchase copper at
prices based on the average prevailing international spot market prices on the
London Metal Exchange (the "LME") for copper for the one month prior to
purchase. The price of copper is influenced heavily by global supply and demand
as well as speculative trading. As with other costs of production, an increase
in the price of copper will increase our cost of sales. Whether this has a
material impact on our operating margins and financial results depends primarily
on our ability to pass on these increased costs to our customers. The purchase
price of our products is based in part on the cost of copper used to manufacture
those products. In addition, in the ordinary course of business we maintain
inventories of raw materials and finished products reasonably necessary for the
conduct of our business. These inventories typically reflect the cost of copper
prevailing in the market at the time we purchase. Most of our sales of
manufactured products reflect copper prices prevailing at the time the products
are ordered. Copper prices have been subject to considerable volatility in
recent years and this volatility has had a significant impact on our revenues
and profits. Accordingly, significant volatility in copper prices could have an
adverse effect on our operations. No assurance can be given that such volatility
will not continue to recur.
ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
(Not Applicable)
PART II
ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
(Not Applicable)
ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
(Not Applicable)
ITEM 15: DISCLOSURE CONTROLS AND PROCEDURES
Our chief executive officer and our chief financial officer, after
evaluating the effectiveness of our disclosure controls and procedures within 90
days of the date of this annual report, have concluded that, as of that date,
our disclosure controls and procedures were effective to ensure that material
information relating to us was made known to them by others within our Company
particularly during the period in which this annual report was being prepared.
There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the
circumvention or overriding of the disclosure controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their control objectives.
74
There were no significant changes in our internal controls or in other
factors that could significantly affect these controls and procedures subsequent
to the date our chief executive officer and our chief financial officer
completed their evaluation, nor were there any significant deficiencies or
material weaknesses in our internal controls requiring corrective actions.
ITEM 16: AUDIT MATTERS
16.1 AUDIT COMMITTEE FINANCIAL EXPERT
The Company has identified a financial expert to serve as the Chair of
the Audit Committee. Mr. Tim Wong is an independent director of the Company. His
relevant experience includes, but is not limited to, the following:
1. Over 9 years experience as an external and internal auditor.
2. Over 7 years experience as Financial Controller in several
companies.
16.2 CODE OF ETHICS
The Company has adopted a code of ethics applicable to its Chief
Executive Officer and senior financial officers. A copy of the Company's code of
ethics is attached as Exhibit 16.2.
16.3 PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate fees billed for the fiscal years 2002 and 2003 for
professional services rendered by the principal accountant for the audit of the
Company's annual financial statements total $0.3 million per year.
Audit-Related Fees
There were no other fees for the fiscal years 2002 and 2003 for
assurance and audit-related services by the principal accountant.
Tax Fees
The aggregate fees billed for the fiscal years 2002 and 2003 for
professional services rendered by the principal accountant for tax compliance,
tax advice and tax planning total approximately $20,000 and $37,000
respectively. These fees were for services including tax planning, compliance
and general advice.
All Other Fees
There were no other fees for the fiscal years 2002 and 2003 for
services, other than those services described in the preceding paragraphs of
this Item 16.3, rendered by the principal accountant.
Audit Committee Approval
The engagement of the accountant to render audit or non-audit services
is entered into pursuant to pre-approval policies and procedures established by
the audit committee of the Company and all services described in this Item 16.3
were approved by the audit committee.
75
PART III
ITEM 17: FINANCIAL STATEMENTS
The Company has elected to provide the financial statements and related
information specified in Item 18 in lieu of Item 17.
ITEM 18: FINANCIAL STATEMENTS
See pages F-1 to F-43.
ITEM 19: EXHIBITS
19.1 INDEX TO ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AUDITED
FINANCIAL STATEMENTS
Report of independent auditors F-2
Consolidated balance sheets as of December 31, F-3
2002 and 2003
Consolidated statements of operations for the
years ended December 31, 2001, 2002 and 2003 F-5
Consolidated statements of shareholders' equity for the
years ended December 31, 2001, 2002 and 2003 F-6
Consolidated statements of cash flows for the
years ended December 31, 2001, 2002 and 2003 F-7
Notes to consolidated financial statements F-8
19.2 INDEX TO EXHIBITS
1.1 Memorandum of Association of Asia Pacific Wire & Cable Corporation
Limited (incorporated by reference to Exhibit 1.1 of the Company's
Form 20-F filed with the Securities and Exchange Commission on
June 21, 2001)
1.2 Bye-Laws of Asia Pacific Wire & Cable Corporation Limited
(incorporated by reference to Exhibit 2.1 of the Company's Form
20-F filed with the Securities and Exchange Commission on June 21,
2001)
4.1 Composite Services Agreement (incorporated by reference to Exhibit
3.1 of the Company's Form 20-F filed with the Securities and
Exchange Commission on June 21, 2001)
4.2 Indemnification Agreement dated November 6, 1996 (incorporated by
reference to Exhibit 10.2 of the Company's Form F-1 filed with the
Securities and Exchange Commission on November 13, 1996)
76
4.3 Agreement for the Sale and Purchase of (i) Shares in Crown Century
Holdings Limited and (ii) Shareholder's Loan (incorporated by
reference to Exhibit 5.1 of the Company's Form 20-F filed with the
Securities and Exchange Commission on July 1, 2002)
4.4 Settlement Agreement between Set Top International Inc. (Party A)
and Pacific Electric Wire and Cable Co., Ltd. and Asia Pacific
Wire and Cable Corporation Ltd. (Party B) [Translation]
8 List of significant subsidiaries (see Note 1 to the consolidated
financial statements)
10 Certification under Section 906 of the Sarbanes-Oxley Act.
16.2 Code of Ethics.
77
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ASIA PACIFIC WIRE & CABLE
CORPORATION LIMITED
/s/ Jeffrey Too
-------------------------------
Date: July 7, 2004 Jeffrey Too
Chief Executive Officer
CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT
CERTIFICATION
I, Jeffrey Too, Chief Executive Officer of Asia Pacific Wire & Cable
Corporation Limited, certify that:
1. I have reviewed this annual report on Form 20-F of Asia Pacific
Wire & Cable Corporation Limited;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days before
the filing date of this annual report (the "Evaluation
Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls;
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: July 7, 2004 /s/ Jeffrey Too
----------------------------
Jeffrey Too
Chief Executive Officer
CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT
CERTIFICATION
I, Aaron Chik, Chief Financial Officer of Asia Pacific Wire & Cable
Corporation Limited, certify that:
1. I have reviewed this annual report on Form 20-F of Asia Pacific
Wire & Cable Corporation Limited;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
d) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
e) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days before
the filing date of this annual report (the "Evaluation
Date"); and
f) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls;
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: July 7, 2004 /s/ Aaron Chik
-----------------------
Aaron Chik
Chief Financial Officer
Audited Financial Statements
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED
31 December 2003
INDEX TO FINANCIAL STATEMENTS
CONTENTS
Page
Report of independent auditors F-2
Consolidated balance sheets as of December 31, 2002 and 2003 F-3
Consolidated statements of operations for the years ended
December 31, 2001, 2002 and 2003 F-5
Consolidated statements of shareholders' equity for the years ended
December 31, 2001, 2002 and 2003 F-6
Consolidated statements of cash flows for the years ended
December 31, 2001, 2002 and 2003 F-7
Notes to consolidated financial statements F-8
F-1
REPORT OF INDEPENDENT AUDITORS
To the Shareholders of
Asia Pacific Wire & Cable Corporation Limited
We have audited the accompanying consolidated balance sheets of Asia
Pacific Wire & Cable Corporation Limited and subsidiaries as of December 31,
2002 and 2003, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States) 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 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Asia
Pacific Wire & Cable Corporation Limited and subsidiaries at December 31, 2002
and 2003, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.
Ernst & Young
Certified Public Accountants
Singapore
June 9, 2004
F-2
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of US Dollars, except share data)
DECEMBER 31,
2002 2003
ASSETS
Current assets:
Cash and cash equivalents $ 14,431 $ 25,032
Short-term bank deposits 3,892 3,567
Accounts receivable (note 9) 53,740 58,867
Amounts due from related parties (note 15) 4,675 3,108
Inventories (note 9)
Distributed products 2,750 5,819
Finished products 15,188 18,172
Products in process 7,634 9,703
Raw materials and supplies 13,948 12,002
--------- ---------
39,520 45,696
Investments (note 5) 541 1,041
Deferred tax assets (note 10) 657 774
Other current assets 3,332 2,785
--------- ---------
Total current assets 120,788 140,870
--------- ---------
Property, plant and equipment:
Land 4,017 4,300
Land use rights 2,153 2,147
Buildings 33,191 37,282
Machinery and equipment 76,652 84,867
Motor vehicles 2,544 2,899
Office equipment 6,004 6,581
--------- ---------
124,561 138,076
Accumulated depreciation and amortization (56,311) (70,115)
--------- ---------
68,250 67,961
--------- ---------
Other assets:
Long term investments (note 5) 2,412 2,441
Investment in equity investees (note 19) 8,735 10,249
Goodwill (note 4) 7,607 8,324
Other assets 168 218
Deferred tax assets (note 10) 233 2,113
--------- ---------
19,155 23,345
--------- ---------
Total assets $ 208,193 $ 232,176
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of US Dollars, except share data)
DECEMBER 31,
2002 2003
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank loans and overdrafts (note 6) $ 36,808 $ 22,339
Accounts payable 12,767 16,508
Accrued expenses 2,408 2,562
Amounts due to related parties (note 15) 16,052 22,515
Short-term loans from a related party (note 15) 2,251 1,963
Income taxes 1,450 1,699
Current portion of long-term debt (note 7) 1,125 -
Deferred income taxes (note 10) - 449
Other current liabilities 1,481 1,694
--------- ---------
Total current liabilities 74,342 69,729
Long-term debt, less current portion (note 7) 675 1,654
Long-term debt from related parties, less
current portion (note 15) 8,822 7,824
Other liabilities 232 197
Deferred income taxes (note 10) 2,336 1,774
--------- ---------
Total liabilities 86,407 81,178
--------- ---------
Minority interests 29,739 43,822
Commitments and contingencies (notes 6 and 12)
Shareholders' equity (note 8):
Common stock, $0.01 par value:
Authorized shares - 20,000,000 shares
Issued and outstanding shares - 13,830,769
in 2001 and 2002 138 138
Additional paid-in capital 111,541 111,541
Retained earnings 11,032 21,032
Accumulated other comprehensive income (loss) (30,664) (25,535)
--------- ---------
Total shareholders' equity 92,047 107,176
--------- ---------
Total liabilities and shareholders' equity $ 208,193 $ 232,176
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of US Dollars, except share data)
Year ended December 31,
2001 2002 2003
Net sales
Manufactured products $ 149,018 $ 185,742 $ 192,293
Distributed products 33,325 24,303 15,187
Sales, delivery and installation of wires and cables 14,968 31,134 3,919
------------ ------------ ------------
197,311 241,179 211,399
Costs of sales (purchases from related parties
amounted to $51,469 in 2001, $81,910 in 2002
and $53,141 in 2003) (177,352) (206,435) (178,239)
------------ ------------ ------------
Gross profit 19,959 34,744 33,160
Other operating income - - 1,336
Selling, general and administrative expenses (15,616) (19,282) (20,351)
Goodwill written off (506) - -
Impairment loss - (1,559) -
------------ ------------ ------------
Income from operations 3,837 13,903 14,145
Exchange (loss) gain (81) (16) 4,161
Interest income 901 715 285
Interest expense (4,074) (2,214) (1,407)
Share of net (loss) gain of equity investees (2,535) (4,090) 1,475
Gain on share issuance by subsidiaries and affiliates - 1,011 -
Gain (loss) on sale of investment 743 (557) (885)
Others 1,619 2,502 (214)
------------ ------------ ------------
Income before income taxes and
minority interests 410 11,254 17,560
Income taxes (note 10) 1,411 (4,683) (2,477)
Minority interests (1,730) (1,780) (5,083)
------------ ------------ ------------
Net income 91 4,791 10,000
============ ============ ============
Basic and diluted income per share 0.01 0.35 0.72
============ ============ ============
Basic and diluted weighted average
common shares outstanding 13,830,769 13,830,769 13,830,769
============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of US Dollars, except share data)
Accumulated
Additional other
Common paid-in Retained comprehensive
stock capital earnings income (loss) Total
Balance at December 31, 2000 $ 138 $ 111,541 $ 6,150 $ (33,155) $ 84,674
Net income for 2001 - - 91 - 91
Currency translation adjustment - - - (4,024) (4,024)
Unrealized losses on available-for-sale
securities - net of income tax of $9 - - - (23) (23)
---------
Comprehensive loss (3,956)
--------- --------- --------- --------- ---------
Balance at December 31, 2001 $ 138 $ 111,541 $ 6,241 $ (37,202) $ 80,718
Net income for 2002 - - 4,791 - 4,791
Currency translation adjustment - - - 6,919 6,919
Unrealized losses on available-for-sale
securities - net of income tax of $10 - - - (381) (381)
---------
Comprehensive income 11,329
--------- --------- --------- --------- ---------
Balance at December 31, 2002 $ 138 $ 111,541 $ 11,032 $ (30,664) $ 92,047
Net income for 2003 - - 10,000 - 10,000
Currency translation adjustment - - - 4,754 4,754
Losses realized on disposal of
available-for-sale securities - - - (89) (89)
Unrealized gains on available-for-sale
securities - net of income tax of $15 - - - 464 464
---------
Comprehensive income - - 15,129
--------- --------- --------- --------- ---------
Balance at December 31, 2003 $ 138 $ 111,541 $ 21,032 $ (25,535) $ 107,176
========= ========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of US Dollars, except share data)
Year ended December 31,
2001 2002 2003
Operating activities:
Net income $ 91 $ 4,791 $ 10,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on disposal of property, plant and equipment - (7) (1,336)
Depreciation 11,210 9,805 9,217
Goodwill written off 506 - -
Deferred income taxes (2,247) 1,867 (2,110)
Provision for doubtful accounts (255) 968 902
Provision for slow-moving inventories 1,205 847 77
Undistributed loss of equity investees 2,535 4,090 (1,475)
Impairment loss - 1,559 -
Gain on share issuance by subsidiaries and affiliates - (1,011) -
(Gain) loss on sale of investment (743) 557 885
Minority interests 1,730 1,780 5,083
Foreign currency translation adjustment 447 5,192 (1,405)
Changes in operating assets and liabilities
net of acquisitions of businesses:
Accounts receivable (4,075) (8,836) (2,637)
Inventories 4,542 (7,746) (6,253)
Other current assets (1,662) 3,024 547
Amounts due to related parties 715 1,404 8,030
Accounts payable, accrued expenses and other liabilities (2,958) 1,065 4,321
-------- -------- --------
Net cash provided by operating activities 11,041 19,349 23,846
Investing activities:
Decrease in short-term bank deposits 4,274 3,221 603
Investment in equity investees (2,857) (4,018) (183)
Advance to equity investees (1,380) (353) -
Purchases of property, plant and equipment (9,116) (11,135) (4,877)
Proceeds from disposal of property, plant and equipment 4,047 266 2,147
Acquisition of additional investment in subsidiary (1,341) (1,998) (1,091)
Proceeds from disposal of investment 743 - 6,013
Disposal of other assets 44 - 81
Purchases of other assets - (364) (218)
Investment in long-term investments (97) (197) -
-------- -------- --------
Net cash (used in) provided by investing activities (5,683) (14,578) 2,475
Financing activities:
Additions of loans from related parties - 459 -
Repayments of loans from related parties (4,276) - (288)
Additions of long-term debt 8,223 - -
Repayments of long-term debt (7,598) (6,619) (1,750)
Repayments of bank loans (20,956) (5,719) (65,884)
Increase in bank loans 10,144 7,051 51,472
Net decrease in overdrafts (917) (50) (57)
-------- -------- --------
Net cash used in financing activities (15,380) (4,878) (16,507)
Effect of exchange rate changes on cash and cash equivalents (371) 297 787
-------- -------- --------
Net (decrease) increase in cash and cash equivalents (10,393) 190 10,601
Cash and cash equivalents at beginning of year 24,634 14,241 14,431
-------- -------- --------
Cash and cash equivalents at end of year $ 14,241 $ 14,431 $ 25,032
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
The Company, which is a subsidiary of Pacific Electric Wire & Cable
Co., Ltd. ("PEWC"), was incorporated as an exempted company in Bermuda
on September 19, 1996 under the Companies Act 1981 of Bermuda (as
amended) for the purpose of acting as a holding company. PEWC is a
company listed on the Taiwan Securities Exchange and is principally
engaged in the electric wire and cable industry.
Background on the Pledge Agreement to Swiss Re
As previously disclosed in 2002, PEWC and Swiss Re entered into an
Amended and Restated Letter of Credit and Reimbursement Agreement (the
"LC Agreement"), pursuant to which Swiss Re issued a letter of credit
to satisfy certain credit and loan obligations of PEWC's subsidiary,
Pacific USA Holdings Corp. ("PUSA"), to PUSA's lenders. Under the LC
Agreement, Swiss Re issued a Standby Letter of Credit in favor of
Standard Chartered Bank, Hong Kong Branch ("Standard"), in the total
amount of $124,000 (the "Letter of Credit"), conditioned upon the
closing of a $120,000 transaction between PUSA and Standard. As a
condition to obtaining the letter of credit, in February 2002, PUSA,
PEWC and Swiss Re finalized a Pledge Agreement ("Pledge Agreement"),
pursuant to which PUSA pledged to Swiss Re shares representing
approximately 50.4% of the equity of the Company (the "Pledged
Shares"), together with certain shares of other related entities. PEWC
is the ultimate beneficial owner of approximately 75.4% of the equity
interest in the Company through its subsidiaries, Kinbong Holdings
Limited ("Kinbong") and PUSA.
PUSA Bankruptcy
As also previously disclosed in the 2002 financial statements, in
December 2002, PUSA filed a voluntary petition for bankruptcy
protection under Chapter 11 of the United States Bankruptcy Code.
Because of the bankruptcy filing, in December 2002, Swiss Re paid to
Standard $90,600 under the terms of the Letter of Credit as a result of
which Swiss Re became entitled, under the terms of the Pledge
Agreement, to foreclose on the Pledged Shares of the Company.
Pending Litigations
Following an internal investigation, it was discovered by the Boards of
both PEWC and the Company that an ex-director, without the
authorization of either Board, had separately negotiated a transaction
whereby the Pledged Shares of the Company held by PUSA and the shares
of the Company held by Kinbong would be transferred to Set Top
International Inc. ("Set Top"), a British Virgins Islands company. The
terms of the transaction were initially withheld from and,
subsequently, misrepresented to the Boards of PEWC and the Company by
the ex-director, together with certain of his associates.
The Boards of both PEWC and the Company concluded that the ex-director
has an undisclosed interest in, or control position over, Set Top, and
that the terms he agreed to with Set Top are significantly less
favorable to the companies than those that would have been available in
a bona fide transaction with an unaffiliated party.
F-8
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (continued)
The Boards of both PEWC and the Company commissioned a Special
Committee which investigated the activities of the ex-director and
certain of his associates in connection with the Set Top transaction.
Based upon the conclusion of the Special Committee, the Boards of both
PEWC and the Company have proceeded to take the necessary actions to
remove the ex-director from his managerial positions in both companies.
On December 4, 2003, PEWC and the Company filed an action in U.S.
District Court for the Southern District of New York, alleging among
other things that the transaction with Set Top was invalid and seeking
a temporary restraining order ("TRO") on Set Top's announcement of its
intention to sell 50.4% of the Company's shares in a public foreclosure
sale on December 9, 2003. At a hearing on December 8, 2003, the
District Court granted the request for a TRO, and prohibited the
planned sale by Set Top from proceeding pending a hearing on a motion
for a preliminary injunction set for December 15, 2003. At the hearing,
Set Top also sought injunctive relief against PEWC, the Company and
Asia Pacific Wire & Cable General Holdings Ltd., a subsidiary of the
Company, to prevent an alleged looting of the Company through the
pledge of stock of four of the Company's subsidiaries in other loan
transactions. On December 29, 2003, the District Court dissolved the
TRO of December 8, 2003 and denied Set Top's motion.
Thereafter, Set Top re-noticed the foreclosure sale. PEWC and APWC
again applied for a TRO to prevent the sale. The renewed application
was denied by both the District Court and the U.S. Court of Appeals for
the Second Circuit. On March 10, 2004, Set Top held a foreclosure sale
at the Dallas office of Baker & McKenzie and acquired for itself a
purported beneficial interest of approximately 50.4% of the Company's
shares for only $13,000. However, Set Top is not registered in Bermuda
as a shareholder of the Company and accordingly does not have any right
to act on the behalf of the Company.
On March 19, 2004, Set Top filed an action in the District Court to
restrain PEWC, the Company and all of the Company's subsidiaries from
impairing the value of the Company, by, among other things, disposing
of shares or assets of the Company and seeking a TRO. That same day,
the District Court denied Set Top's requested for a TRO and set a
preliminary injunction hearing for March 30, 2004. Thereafter, Set Top
requested an extension of time with respect to the hearing. The
District Court postponed the preliminary injunction hearing without
date.
On April 6, 2004, Set Top filed its counterclaims. In its
counterclaims, Set Top seeks, among other things, a deficiency judgment
in the amount of $39,544, specific performance and/or damages for
breach of contract against PEWC, and specific performance against the
Company to compel registration of the Company's shares.
On March 23, 2004, Set Top commenced an action in the High Court of
Singapore against the Company seeking damages and an injunction
restraining the Company from disposing of, diminishing in its name,
dealing with, causing or permitting other parties in similar causes,
the assets of the Company. The prohibition includes the Company's
assets in particular the shares in and the assets of Charoong Thai Wire
and Cable Public Company Limited and Asia Pacific Wire & Cable General
Holdings Ltd.
On March 24, 2004, the High Court of Singapore granted the request for
injunctive relief until after the trial of the action or until further
notice and ordered the Company to file an affidavit confirming all its
assets, giving the value, location and details of all such assets.
The grounds of Set Top's application for injunctive relief against the
Company were premised on Set Top's purported ownership of a controlling
interest in the Company and the alleged looting of the Company through
the pledge of the stock of four of the Company's subsidiaries in loan
transactions, substantially the same allegations and issues between the
Company and Set Top in the proceedings in the U.S. District Court for
the Southern District of New York.
F-9
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (continued)
On April 1, 2004, the Company filed an application to set aside the
order of the High Court of Singapore of March 24, 2004 and that the
Company be relieved from complying with the part of the order that
requires the filing of an affidavit disclosing the Company's assets,
pending the final disposal of the application.
On April 2, 2004, pursuant to the Company's application, the High Court
of Singapore suspended the order of March 24, 2004 with immediate
effect and adjourned the hearing of the application to a later date to
be fixed.
On May 18, 2004, Set Top applied to the High Court of Singapore to join
nine additional parties (collectively referred to as the "Singapore
defendants"), including PEWC Singapore Co (Pte) Ltd, certain directors
and senior management of the Company, as defendants to the action and
claimed the following relief:
(a) An injunction restraining the Singapore defendants from disposing
of, diminishing in their names, dealing with, causing or
permitting other parties in similar causes, the assets of the
Company, in pursuance of an alleged conspiracy by the Singapore
defendants to injure Set Top by unlawful means.
(b) Alternatively, an injunction restraining the Singapore defendants
from disposing of, diminishing in their names, dealing with,
causing or permitting other parties in similar causes, the assets
of the Company, in pursuance of an alleged conspiracy by the
Singapore defendants with the sole or predominant purpose of
injuring Set Top.
(c) Further or alternatively, an injunction restraining the Company,
PEWC Singapore Co (Pte) Ltd, and certain Singapore defendants from
procuring or inducing the breach of the amended and restated
letter of credit and reimbursement agreement dated September 21,
2001 between Set Top and PEWC by the disposal of, the diminution
in its name, the dealing with, causing or permitting other parties
in similar causes, the assets of the Company.
(d) Further or alternatively, an injunction restraining PEWC Singapore
Co (Pte) Ltd, from dishonestly assisting the breach of fiduciary
duty owed by certain Singapore defendants by disposing of,
diminishing in its name, dealing with, causing or permitting other
parties in similar causes, the assets of the Company.
(e) Damages, payable by the Company to Set Top in respect of its
infringement of Set Top's right to be registered as a holder of
72.84% of the shares of the Company, payable by the Singapore
defendants to Set Top for the loss and damage suffered by Set Top
as a result of their conspiracy to injure Set Top by unlawful
means and with the sole or predominant purpose of injuring Set
Top, payable by the Company, PEWC Singapore Co (Pte) Ltd and
certain Singapore defendants to Set Top for the loss and damage
suffered by Set Top as a result of their inducement or procurement
of the breach of the amended and restated letter of credit and
reimbursement agreement dated September 21, 2001 by PEWC.
(f) A declaration that PEWC Singapore Co (Pte) Ltd holds the pledged
share of Asia Pacific Wire & Cable General Holdings Ltd. for the
Company as its constructive trustee.
(g) Interest on any damages awarded to Set Top at such rate and for
such period as the High Court of Singapore may award.
On May 24, 2004, Set Top filed and served its statement of claim with
the High Court of Singapore.
F-10
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (continued)
On June 9, 2004, the Company filed an application to stay the Singapore
proceedings on grounds of duplicity with the proceedings in the U.S.
District Court for the Southern District of New York and for an order
that Set Top provide security for the Company's costs of defending the
Singapore proceedings up to the stage of the hearing of the Company's
application to stay the Singapore proceedings. The Company's
application for the provision of security for costs is scheduled for
hearing on June 21, 2004. The Company's application for the stay of the
Singapore proceeding is scheduled for hearing on July 12, 2004.
Both PEWC and APWC intend to prosecute vigorously these actions, and
PEWC will continue to seek to the regain clean title to the shares of
APWC owned by it. However, there can be no assurance that the Company
will prevail in these actions. Management is unable to make a
meaningful estimate of the amount or range of loss that could result
from an unfavorable outcome of the pending litigations.
While these matters are being resolved, PEWC is able to elect the
majority of the members of the Company's Board of Directors and has the
power to determine the outcome of other actions requiring the approval
of the shareholders.
The Company engages in transactions in the ordinary course of business
with PEWC. Both the Company and PEWC have entered into a composite
services agreement dated November 7, 1996 (the "Composite Services
Agreement") as described in Note 15. However, the Company is unable to
predict whether PEWC would, at some future date, seek to limit the
business it conducts with the Company pursuant to the terms of the
Composite Services Agreement either because PEWC's controlling interest
in the Company had been effectively transferred to Set Top or for some
other reason.
The Company's operating subsidiaries (the "Operating Subsidiaries") are
engaged in the manufacturing and distribution of telecommunications and
power cable and enameled wire products in Singapore, Thailand,
Australia, the People's Republic of China ("PRC") and other markets in
the Asia Pacific region. Major customers of the Operating Subsidiaries
include government organizations, electric contracting firms,
electrical dealers, and wire and cable factories. Charoong Thai Wire
and Cable Public Company Limited ("Charoong Thai") is listed on the
Stock Exchange of Thailand and is engaged in the manufacturing of wire
and cable products for the power and telecommunications industries in
Thailand.
Acquisitions accounted for as purchases and disposals undertaken by the
Company during the years ended December 31, 2001, 2002 and 2003 include
the following:
(a) purchase in 2001 of an additional 20.8% interest in Ningbo Pacific
Cable Co., Ltd. ("Ningbo") (formerly known as Ningbo Pacific CDC Cable Co.,
Ltd.) for $725, thereby increasing the Company's interests in Ningbo from 70% to
90.8% in 2001. The increase in the Company's interests in Ningbo has been
accounted for as a purchase. Accordingly, the excess of fair value of assets
acquired over the amount paid for the incremental ownership of 20.8% resulted in
a goodwill of $582.
F-11
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (continued)
(b) purchase in 2001 of an additional 40% interest in Sigma-Epan
International Pte Ltd. ("Sigma-Epan") for $425, thereby increasing the Company's
interests in Sigma-Epan from 60% to 100% in 2001. The increase in the Company's
interests in Sigma-Epan has been accounted for as a purchase. Accordingly, the
excess of fair value of assets acquired over the amount paid for the incremental
ownership of 40% resulted in a goodwill of $246.
(c) purchase in 2001 of additional new shares in Shanghai Yayang
Electric Co., Ltd. ("Shanghai Yayang") by the Company's 66.15%
held subsidiary for $950, which resulted in a goodwill of $513.
However, the issuance of new shares during the year by Shanghai
Yayang has caused the Company's effective interest in Shanghai
Yayang to be diluted from 62.88% to 62.09%.
(d) purchase in 2001 of an additional 16.66% interest in Loxley
Pacific Co., Ltd ("Lox Pac") for $1,054, thereby increasing the
Company's interest in Lox Pac from 13.9% to 30.56%.
(e) purchase on March 22, 2002 of 100% of PEWC's interest in Crown
Century Holdings Limited ("CCH") and its wholly-owned subsidiary,
Pacific Electric Wire & Cable (Shenzhen) Co., Ltd ("PEWS")
(collectively referred to as "CCH"), resulting in CCH becoming a
wholly-owned subsidiary of the Company upon completion of the
transaction. The acquisition was funded by the issuance of
3,097,436 shares of the Company's common stock. Since the entities
were under common control, the merger has been accounted for at
historical cost in a manner similar to pooling-of-interests and
accordingly, the consolidated financial statements for periods
prior to the combination have been restated to include the
accounts and results of both entities.
(f) purchase in 2002 of an additional 3.51% interest in Ningbo for
$5,830, thereby increasing the Company's interest in Ningbo from 90.8% to 94.31%
in 2002. The increase in the Company's interest in Ningbo has been accounted for
as a purchase. Accordingly, the excess of fair value of the assets acquired over
the amount paid for the incremental ownership of 3.51% resulted in goodwill of
$327.
(g) purchase in 2002 of additional new shares in Shanghai Yayang for
$250, thereby increasing the Company's interest in Shanghai Yayang from 62.09%
to 63.81%. The increase in the Company's interest in Shanghai Yayang has been
accounted for as a purchase. Accordingly, the excess of fair value of the assets
acquired over the amount paid for the incremental ownership of 1.72% resulted in
goodwill of $85. The Company further purchased additional new shares in Shanghai
Yayang for $50. However, further issuance of new shares during the year by
Shanghai Yayang has caused the Company's effective interest in Shanghai Yayang
to be diluted from 63.81% to 62.39%. The Company recognized a loss of $79 on the
issuance of new shares by Shanghai Yayang.
(h) purchase in 2002 of a 48.72% equity interest in Shandong Huayu
Pacific Fibre Optics Communications Co., Ltd ("Shandong Huayu")
for a consideration of $2,330.
(i) purchase in 2002 of an additional 1.84% interest in Newcall
Communications Singapore Pte Ltd ("NCS"), thereby increasing the
Company's interest in NCS from 37.69% to 39.53% in 2002. The
purchase consideration of $535 was fully written off in 2002 as
NCS was liquidated during that year.
F-12
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (continued)
(j) purchase in 2002 of additional new shares in Lox Pac for $1,153.
However, further issuance of new shares during the year by Lox Pac
has caused the Company's effective interest in Lox Pac to be
diluted from 30.56% to 24.58%. The Company recognized a loss of
$77 on the issuance of new shares by Lox Pac.
(k) purchase in 2002 of the remaining 33.85% interest in Siam Pacific
Electric Wire & Cable Company Limited ("Siam Pacific") for
$11,563, in the form of Charoong Thai shares issued to the
minority shareholders. The excess of fair value of the assets
acquired over consideration paid resulted in goodwill of $1,586.
However, the further issuance of new Charoong Thai shares and the
disposal of Charoong Thai shares have caused the Company's
effective interest in Siam Pacific to be diluted from 66.15% to
63.87%. The Company recognized a gain of $1,167 and a loss of $557
on the issuance of new shares by Charoong Thai and the disposal of
Charoong Thai shares, respectively.
(l) purchase in 2003 of additional new shares in Shanghai Yayang for
$1,670, thereby increasing the Company's interest in Shanghai
Yayang from 62.39% to 63.49%. The increase in the Company's
interest in Shanghai Yayang has been accounted for as a purchase.
Accordingly, the excess of fair value of the assets acquired over
the amount paid for the incremental ownership of 1.1% resulted in
goodwill of $717.
(m) disposal in 2003 of 8.46% interest in Charoong Thai for $6,013;
thereby decreasing the Company's interest in Charoong Thai from
63.87% to 55.41%. The Company recognised a loss of $885 on the
disposal of Charoong Thai shares.
(n) convert in 2003 of $1,445 due from Newcall Group Limited ("NGL")
to equity in NGL, thereby increasing the Company's interest in NGL
from 20.81% to 27.45%.
(o) purchase in 2003 of additional new shares in Shandong Pacific
Fiber Optics Co., Ltd. ("Shandong Pacific") for $308. The
Company's equity in Shandong Pacific remained at 51%.
(p) purchase in 2003 of additional new shares in Shandong Huayu of
$183, thereby increasing the Company's interest in Shandong Huayu
by 1.19% to 49.91%.
F-13
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (continued)
The Company was formed to take up PEWC's wire and cable business in
Singapore, Thailand, Australia and the People's Republic of China and
was successfully listed on the New York Stock Exchange in March 1997.
The percentage of holding of the subsidiaries and equity investees of
the Company are set out below.
Place of
Percentage of incorporation
Company equity interest and operations
------- ------------------ --------------
2002 2003
Asia Pacific Wire & Cable General Holdings Ltd. 100% 100% The British
Virgin Islands
Sigma Cable Company (Private) Limited 98.24% 98.24% Singapore
Sino-Sin Trading Pte Ltd. 100% 100% Singapore
Siam Pacific Electric Wire & Cable Company 63.87% 55.41% Thailand
Limited **
Pacific-Thai Electric Wire & Cable Company 63.87% 55.41% Thailand
Limited ("Pacific Thai") **
Australia Pacific Electric Cable Pty Limited ("APEC") 98.48% 98.48% Australia
Ningbo Pacific Cable Co., Ltd. 94.31% 94.31% The People's
Republic of China
Crown Century Holdings Limited 100% 100% Hong Kong
Pacific Electric Wire & Cable (Shenzhen) Co., Ltd 100% 100% The People's
Republic of China
Hard Lek Limited 73.98% 73.98% Thailand
PRC (APWC) Holding Ltd. 100% 100% The British
Virgin Islands
Samray Inc. 100% 100% The British
Virgin Islands
Siam (APWC) Holdings Ltd. 100% 100% The British
Virgin Islands
F-14
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (continued)
Place of
Percentage of incorporation
Company equity interest and operations
------- ------------------ --------------
2002 2003
Moon View Ltd. 100% 100% The British
Virgin Islands
Trigent Investment Holdings Limited 100% 100% The British
Virgin Islands
Siam Pacific Holding Company Limited ("SPHC") 49% 49% Thailand
Charoong Thai Wire and Cable Public 63.87% 55.41% Thailand
Company Limited
Sigma-Epan International Pte Ltd. 100% 100% Singapore
Crown Century Holdings Ltd. 100% 100% The British
Virgin Islands
APWC (Thailand) Co., Ltd. 95.59% 95.59% Thailand
PEWC (Thailand) Co., Ltd. 95.59% 95.59% Thailand
Shanghai Yayang Electric Co., Ltd. 62.39% 63.49% The People's
Republic of China
Myanmar Sigma Cable Co., Ltd. 80% 80% Myanmar
Singvale Pte Ltd 100% 100% Singapore
Shandong Pacific Fiber Optics 51% 51% The People's
Co., Ltd.^ Republic of China
Shandong Huayu Pacific Fibre Optics 48.72% 49.91% The People's
Communications Co., Ltd Republic of China
("Shandong Huayu")
Loxley Pacific Co., Ltd. 31.24% 29.16% Thailand
Thai Professional Telecom Network 19.16% 16.61% Thailand
Co., Ltd. ("Thai Professional")
Newcall Group Limited 20.81% 27.45% New Zealand
F-15
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (continued)
^ Shandong Pacific was incorporated under the laws of the People's
Republic of China on Joint Ventures using Chinese and Foreign
Investment. The tenure for this joint venture is 50 years and the
Company's interest in accordance to the joint venture agreement is
51%. Due to the timing difference in the of outstanding capital by
the joint venture parties during 2001, the Company's effective
interest has been diluted from 74.62% to 51%.
** On February 21, 2002, SPHC disposed of its shareholdings in Siam
Pacific to its shareholders in proportion relative to their
respective shareholdings in SPHC at a consideration of $3.87 per
share. This transaction did not result in a change in the
Company's effective interest in Siam Pacific. On July 2, 2002,
Charoong Thai acquired 100% of the outstanding shares in Siam
Pacific from the shareholders of SPHC by issuing 177,550,000 new
shares at 5 Baht each in exchange for Siam Pacific shares at a
swap ratio of 26.5 new Charoong Thai shares for every 1 Siam
Pacific share. This transaction together with disposal of Charoong
Thai shares has caused the Company's effective interest in
Charoong Thai to be diluted from 69.18% to 63.87% in 2002.
2. BASIS OF PRESENTATION
The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of
America ("US GAAP"). The basis of accounting differs from that used in
the statutory financial statements of the Company's subsidiaries and
equity investee companies, which are prepared in accordance with the
accounting principles generally accepted in their respective countries
of incorporation. In the opinion of management, the consolidated
financial statements have reflected all costs incurred by the Company
and its subsidiaries in operating the business.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its subsidiaries. Significant intercompany accounts and
transactions have been eliminated on consolidation. The Company's
investments for which its ownership exceeds 20%, but which are not
majority-owned or controlled, are accounted for using the equity method
if the Company has the ability to exercise significant influence over
the companies' operating and financial policies.
Use of Estimates
The preparation of the consolidated financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.
Inventories
Inventories are valued at the lower of cost or market value. Cost is
determined using the first-in, first-out or weighted average method.
F-16
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Assets leases
qualifying as capital leases are also included in property, plant and
equipment. Major renewals and improvements are capitalized and minor
replacements, maintenance, and repairs are charged to current
operations as incurred. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets. No
depreciation is charged for construction in progress and machinery and
equipment under installation. Depreciation is provided as follows:
Land Nil
Land use rights 49 - 50 years
Buildings 5 - 30 years
Machinery and equipment 5 - 10 years
Motor vehicles 3 - 8 years
Office equipment 3 - 10 years
Depreciation for 2001, 2002 and 2003 amounted to $11,074, $9,805 and
$9,217, respectively.
Capitalized interest on construction in progress is added to the cost
of the underlying asset and is amortized over the estimated useful life
of the asset in the same manner as the underlying asset. In 2002, the
Company capitalized interest of $207 on its construction of a factory
building in Singapore.
Goodwill
Goodwill arose from the excess of the cost of purchased businesses over
the value of the underlying net assets.
In June 2001, the Financial Accounting Standards Board ("FASB") issued
FASB Statement No. 141, "Business Combinations" ("Statement 141") and
FASB Statement No. 142, "Goodwill and Other Intangible Assets"
("Statement 142"). The Company adopted Statement 141 and Statement 142
on January 1, 2002.
Goodwill, including goodwill associated with equity method investments
are not amortized, but tested for impairment annually or more
frequently if circumstances indicate that impairment may exist.
Statement 142 provides for a six month period from the date of
implementation to record impairment under the new method. The
impairment charge, if any, would be recorded as a cumulative effect of
a change in accounting principle. The fair value exceeded the book
value of each reporting unit as of January 1, 2002 and, accordingly,
there was no impairment charge as a result of the implementation of the
new standard. The impact on net income and earnings per share for the
twelve months ended December 31, 2001 as if Statement 142 had been
implemented as of the beginning of fiscal 2001 is disclosed in Note 4.
Under Statement 142, the Company is required to assess whether goodwill
is impaired at least annually using a two-step process. This assessment
was made as of December 31, 2002 and 2003, and no impairment was
indicated.
In 2001, in view of the poor sales and operating performance of a
subsidiary, the Company evaluated the goodwill attributable to that
subsidiary and concluded that the goodwill was impaired. The carrying
amount of goodwill of $500 was expensed during 2001.
In 2001, goodwill was amortized using the straight-line method over the
lesser of its expected useful life or 40 years.
F-17
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
Income Taxes
Income taxes have been provided using the liability method in
accordance with FASB Statement No. 109, "Accounting for Income Taxes."
Investments
Management determines the appropriate classification of debt securities
at the time of purchase and re-evaluates such designation as of each
balance sheet date. Debt securities are classified as held-to-maturity
when the Company has the positive intent and ability to hold the
securities to maturity. Held-to-maturity securities are stated at
amortized cost, adjusted for amortization of premiums and accretion of
discounts to maturity. Such amortization is included in investment
income. Interest on securities classified as held-to-maturity is
included in investment income.
Marketable equity securities and debt securities not classified as
held-to-maturity are classified as available-for-sale.
Available-for-sale securities are carried at fair value, with the
unrealized gains and losses, net of tax, reported in a separate
component of shareholders' equity. The amortized cost of debt
securities in this category is adjusted for amortization of premiums
and accretion of discounts to maturity. Such amortization is included
in investment income. Realized gains and losses and declines in values
judged to be other-than-temporary on available-for-sale securities are
included in investment income. The cost of securities sold is based on
the specific identification method. Interest and dividends on
securities classified as available-for-sale are included in investment
income.
Investments in which the Company does not have a controlling interest
or an ownership and voting interest so large as to exert significant
influence, and which are not publicly traded are accounted for at cost.
A judgmental aspect of accounting for investments involves determining
whether an other-than-temporary decline in value of the investment has
been sustained. If it has been determined that an investment has
sustained an other-than-temporary decline in its value, the investment
is written down to its fair value, by a charge to earnings. Such
evaluation is dependent on the specific facts and circumstances.
Factors that are considered by the Company in determining whether an
other-than-temporary decline in value has occurred include: the market
value of the security in relation to its cost basis; the financial
condition of the investee; and the intent and ability to retain the
investment for a sufficient period of time to allow for recovery in the
market value of the investment.
Impairment of Long-Lived Assets
In August 2001, the FASB issued FASB Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets," ("Statement 144").
Statement 144 addresses significant issues relating to the
implementation of FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," ("Statement 121") and develops a single accounting model,
based on the framework established in Statement 121 for long-lived
assets to be disposed of by sale, whether such assets are or are not
deemed to be a business. Statement 144 also modifies the accounting and
disclosure rules for discontinued operations. The Company adopted the
standard effective January 1, 2002.
F-18
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition
Sales represents the invoiced value of goods sold, net of value added
tax and returns, commission income earned on distribution activities,
and service fee income on installation activities. Revenue is
recognized to the extent that it is probable that the economic benefits
will flow to the Company and the revenue can be reliably measured. The
following specific recognition criteria must also be met before revenue
is recognized.
Sales of goods and distribution activities
The Company recognizes revenue from the sale of goods and distribution
activities upon passage of title to the customer which coincides with
their delivery and acceptance. This method of revenue recognition is in
accordance with Staff Accounting Bulletin, SAB 101 - "Revenue
Recognition in Financial Statements."
Installation activities
The Company recognizes revenue from installation activities using the
percentage-of-completion method, based on the customer certification of
the distance of cable laid with respect to the estimated total contract
revenue, and in accordance with Statement of Position (SOP) 81-1,
"Accounting for the Performance of Construction-Type and Certain
Production-Type Contracts" issued by the American Institute of
Certified Public Accountants.
When elements such as installation and sale of cables are contained in
a single arrangement, or in related arrangements with the same
customer, the Company allocates revenue to each element based on its
relative fair value. The allocation of the fair value to the delivered
elements is limited to the amount that is not contingent on future
delivery of services or subject to customer-specified return or refund
privileges.
The Company adopted EITF No. 00-21, "Accounting for Revenue
Arrangements with Multiple Deliverables" ("EITF 00-21") in 2003. The
impact of adopting EITF 00-21 was not material to the financial
statements.
Shipping and Handling Costs
The Company classifies such costs as cost of sales.
Product Warranties
The Company provides for the estimated cost of product warranties based
on the warranty policy and historical experience, and accrues for
specific items at the time their existence is known and the amounts are
determinable.
F-19
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign Currency Translation
The consolidated financial statements have been presented in United
States dollars.
Foreign currency transactions are recorded at the applicable rates of
exchange in effect at the transaction dates. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet date
are translated at the applicable rates of exchange in effect at that
date. Exchange differences are dealt with in the consolidated
statements of operations.
The financial statements of the Company's subsidiaries where the local
currency is the functional currency have been translated into United
States dollars in accordance with FASB Statement No. 52, "Foreign
Currency Translation." All balance sheet accounts have been translated
using the exchange rates in effect at the balance sheet date. Statement
of operations amounts have been translated using the exchange rate in
effect during the year. The gains and losses resulting from the changes
in exchange rates from year to year have been reported separately as a
component of shareholders' equity.
Foreign Currency Forward Contracts
The Company uses Thai Baht forward foreign exchange contracts to reduce
its exposure to foreign currency risk for liabilities denominated in
foreign currency. A forward foreign exchange contract obligates the
Company to exchange predetermined amounts of specified foreign
currencies at specified exchange rates on specified dates or to make an
equivalent US dollar payment equal to the value of such exchange.
Realized and unrealized gains and losses on foreign exchange contracts
are included in income as foreign exchange gains or losses.
The Company recognizes all derivative financial instruments, such as
interest swap contracts and foreign exchange contracts, in the
consolidated financial statements at fair value regardless of the
purposes or intent for holding the instrument. Changes in the fair
value of derivative financial instruments are either recognized
periodically in income or in shareholders' equity as a component of
comprehensive income depending on whether the derivative financial
instruments qualify for hedge accounting, and if so, whether they
qualify as a fair value or cash flow hedge.
Generally, changes in fair values of derivatives accounted for as fair
value hedges are recorded in income along with the portions of the
changes in the fair value of the hedged items that relate to the hedged
risks. Changes in fair value of derivatives accounted for as cash flow
hedges, to the extent they are effective as hedges, are recorded in
other comprehensive income net of deferred taxes. Changes in fair value
of derivatives used as hedges of the net investment in foreign
operations are reported in other comprehensive income as part of the
cumulative translation adjustment. Changes in fair values of
derivatives not qualifying as hedges are reported in income.
As at December 31, 2002 and 2003, the Company has entered into forward
exchange contracts with notional value of $1,009 and $100,
respectively. The fair value of the forward exchange contracts as at
December 31, 2002 and 2003 were $1 and $1, respectively. These forward
exchange contracts do not qualify for hedge accounting in accordance
with FASB Statement No. 133 "Accounting for Certain Derivative
Instruments and Certain Hedging Activities".
F-20
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Allowance for Doubtful Accounts
The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to make required
payments based on the analysis of accounts receivable, historical bad
debts, customer credit-worthiness and current economic trends.
Gain on Issuance of Shares by Subsidiaries
At the time a subsidiary sells its stock to unrelated parties at a
price in excess of its book value, the Company's net investment in that
subsidiary increases. If at that time, the subsidiary is not a
newly-formed, non-operating entity, nor a research and development,
start-up or development stage company, nor is there question as to the
subsidiary's ability to continue in existence, the Company records the
increase as a non-operating gain in the Consolidated Statements of
Operations. Otherwise, the increase is reflected in "effect of
subsidiaries' equity transactions" in the Company's Consolidated
Statements of Shareholders' Equity.
Earnings (Loss) Per Share
Basic and diluted earnings (loss) per share is calculated in accordance
with FASB Statement No. 128, "Earnings Per Share."
Asset Impairment Loss
In 2002, the Company recorded impairment charges of $1,559 related to
the impairment of certain property, plant and equipment of Ningbo,
included in the manufactured products segment.
These impairment charges were recorded to reduce the carrying value of
the identified assets to fair value. Fair values were derived using a
variety of methodologies, including cash flow analysis, estimates of
sales proceeds and independent appraisals. Where cash flow analyses
were used to estimate fair values, key assumptions employed, included
estimates of future growth, estimates of gross margins and estimates of
the impact of inflation. The charges were primarily the result of
management's revised outlook due to the prolonged unfavourable market
conditions. The remaining carrying value of these impaired long-lived
assets, immediately after recording the impairment charge, was
approximately $173.
During 2001, the Company disposed of the factory building and machinery
equipment to the Myanmar Economic Corporation for $3,500 and the
Myanmar operations ceased. For the year ended December 31, 2001, the
Myanmar operations, included in the manufactured product segment,
resulted in a gain of $52.
F-21
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Pronouncements
In January 2003, FASB issued FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46"). FIN 46 requires a
beneficiary to consolidate a variable interest entity ("VIE") if it is
the primary beneficiary of that entity. The primary beneficiary is
defined as having a variable interest in a VIE that will absorb a
majority of the entity's expected losses if they occur, receives a
majority of the entity's expected residual returns if they occur, or
both. In December 2003, FASB completed deliberations of proposed
modifications to FIN 46 ("Revised Interpretations") resulting in
multiple effective dates based on the nature as well as the creation
date of the VIE. VIEs created after January 31, 2003, but prior to
January 1, 2004, may be accounted for either based on the original
interpretation or the Revised Interpretations. However, the Revised
Interpretations must be applied in financial statements for periods
ending after March 15, 2004. VIEs created after December 31, 2003 must
be accounted for under the Revised Interpretations. Special Purpose
Entities ("SPEs") created prior to February 1, 2003, may be accounted
for under the original or revised interpretation's provisions no later
than the first period ending after December 15, 2003. Non-SPEs created
prior to February 1, 2003, should be accounted for under the revised
interpretation's provisions no later than the first period ending after
March 15, 2004. The Company has applied the provisions of FIN 46 on
variable interest entities created after January 31, 2003 and for SPEs.
The adoption did not have a material impact on the Company's financial
statements of position, results of operations, or cash flows.
In May 2003, FASB issued FASB Statement No. 150, "Accounting For
Certain Financial Instruments with Characteristics of Both Liabilities
and Equity" ("Statement 150"). This statement establishes standards for
how an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. In November 2003,
the FASB issued FASB Staff Position (FSP) 150-3, "Effective Date,
Disclosures, and Transition for Mandatorily Redeemable Financial
Instruments of Certain Nonpublic Entities and Certain Mandatorily
Redeemable Noncontrolling Interests under Statement 150", which
deferred the effective date of Statement 150 for certain mandatorily
redeemable non-controlling interests. The Company has adopted the
provisions of Statement 150, except for certain mandatorily redeemable
non-controlling interests, for financial instruments entered into or
modified after May 31, 2003, and otherwise was effective at the
beginning of the first interim period beginning after June 15, 2003.
The adoption of Statement 150 did not have a material impact on the
Company's financial statements of position, results of operations, or
cash flows.
Reclassification
Certain prior-year amounts have been reclassified to conform to the
current-year presentation.
F-22
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
4. GOODWILL
Goodwill relates to the manufactured products segment and the changes
in the carrying value of goodwill for the year ended December 31, 2003
are as follows :-
Balance, December 31, 2001 $ 5,609
Goodwill acquired 1,998
-------
Balance, December 31, 2002 $ 7,607
Goodwill acquired 717
-------
Balance, December 31, 2003 $ 8,324
=======
The following tables adjust net income (loss) and earnings (loss) per
share to adjusted amounts that reflect the elimination of goodwill
amortization for the comparable year ended December 31, 2001 prior to
adoption of Statement 142: -
December 31,
2001 2002 2003
NET INCOME
Reported net income $ 91 $4,791 $10,000
Goodwill amortization 136 - -
Equity method goodwill amortization 210 - -
------- ------ -------
Adjusted net income 437 4,791 10,000
======= ====== =======
BASIS AND DILUTED EARNINGS PER SHARE
Reported net income $0.01 $0.35 $0.72
Goodwill amortization 0.01 - -
Equity method goodwill amortization 0.01 - -
------- ------ -------
Adjusted net income $ 0.03 $ 0.35 $ 0.72
======= ====== =======
5. INVESTMENTS
The following is a summary of available-for-sale securities and
held-to-maturity securities:
Available-for-sale Securities
-----------------------------------------------------
Gross Gross Estimated
Unrealized Unrealized Fair
Cost Gains Losses Value
-----------------------------------------------------
December 31, 2002
Quoted equity securities $ 790 $ 53 $ (302) $ 541
======= ====== ====== =======
December 31, 2003
Quoted equity securities $ 915 $ 141 $ (15) $ 1,041
======= ====== ====== =======
F-23
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
5. INVESTMENTS (continued)
Held-to-maturity Securities
------------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------------------------------------------------------------------
December 31, 2002
Corporate debts $ 120 $ - $ - $ 120
====== ======= ====== ========
December 31, 2003
Corporate debts $ 50 $ - $ - $ 50
====== ======= ====== ========
A summary of the carrying values and balance sheet classification of
all investments in debt and equity securities including
held-to-maturity and available-for-sale securities disclosed above was
as follows:
December 31,
2002 2003
Available-for-sale equity securities $ 541 $ 1,041
------- --------
Short-term investments 541 1,041
------- --------
Held-to-maturity debt securities $ 120 $ 50
Equity securities in privately-held companies and other investments 2,292 2,391
------- --------
Long-term investments 2,412 2,441
------- --------
Total investments $ 2,953 $ 3,482
======= ========
There were realized gains of $nil, $nil and $89 on disposal of
available-for-sale securities in 2001, 2002 and 2003, respectively. The
disposal of available-for-sale securities was for a consideration of
$4, $nil and $175 in 2001, 2002 and 2003, respectively. The net
adjustment to unrealized holding (losses) gains on available-for-sale
securities included as a separate component of shareholders' equity
totaled, $(23), $(381) and $464 in 2001, 2002 and 2003, respectively.
On December 31, 2002 and 2003, the Company held available-for-sale and
held-to-maturity securities issued by a minority shareholder of two of
the Operating Subsidiaries with costs of $538 and $938, respectively.
The estimated fair values of such available-for-sale and
held-to-maturity securities were $394 and $120 and at December 31, 2002
and $1,027 and $50 at December 31, 2003, respectively.
The contractual maturity dates of the debt securities held-to-maturity
at December 31, 2003 have contractual maturity dates in 2005.
F-24
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
6. CREDIT ARRANGEMENTS
Under line of credit arrangements for short-term debt with the
Company's bankers, the Company may borrow up to approximately $78,000
on such terms as the Company and the banks may mutually agree upon.
These arrangements do not have termination dates but are reviewed
annually for renewal. As of December 31, 2003, the unused portion of
the credit lines was approximately $42,000, which included unused
letters of credit amounting to $26,725. Letters of credit are issued by
the Company during the ordinary course of business through major
financial institutions as required by certain vendor contracts. As of
December 31, 2003, the Company had open letters of credit totaling
$18,212. Liabilities relating to the letters of credit are included in
current liabilities.
The credit lines of the Company were secured by:
(i) Mortgage of the Company's land, buildings, machinery and
equipment with a total carrying amount of $4,892 at December
31, 2003;
(ii) Mortgage of the assets of a subsidiary of the Company;
(iii) Pledge of short-term deposits of $3,567 at December 31, 2003;
(iv) Joint and several personal guarantees from certain directors
of a subsidiary of the Company; and
(v) Corporate guarantees issued by the Company, a subsidiary of
the Company and the holding company.
The weighted average interest rates on bank loans and overdrafts as of
December 31, 2002 and 2003 were 5.6% and 4.0%, respectively.
7. LONG TERM DEBT
December 31,
2002 2003
Bank loan $ 1,800 $ 1,654
Less: Current portion (1,125) -
------- -------
$ 675 $ 1,654
======= =======
During 2001, 2002 and 2003 interest paid totaled $1,093, $477 and $155,
respectively. The bank loan on December 31, 2003 is secured by land and
buildings of a subsidiary (the "Subsidiary") of the Company with a net
book value of $2,848 on December 31, 2003 and the requirement to
maintain a certain minimum percentage holding of the Subsidiary.
The above loan bears interest at the bank's bill rate plus 1%, and the
interest rates on December 31, 2002 and 2003 were approximately 8.8%
and 5.83%, respectively.
The above loan amount as at December 31, 2003 matures within the next 1
year. The Company renewed the bank loan upon its maturity in March
2004.
The current portion of bank loans in 2002 were partially repaid and
partially rolled-over during 2003.
F-25
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
8. DISTRIBUTION OF EARNINGS
The Company's ability to pay dividends is primarily dependent on the
Company receiving distributions from the Operating Subsidiaries and the
investee companies.
As described in Note 2, the earnings reflected in the financial
statements prepared in accordance with US GAAP differ from those
reflected in the statutory financial statements of the Company's
subsidiaries and investee companies. In accordance with the relevant
laws and regulations applicable to the Company's subsidiaries and
investee companies, the earnings available for distribution are based
on their respective statutory financial statements. At December 31,
2003, the amount of the Company's retained earnings available for
distribution was approximately $18,398 and the consolidated retained
earnings included $3,223, $1,003, $676, $414 and $nil of Lox Pac, Thai
Professional, SPHC, NGL and Shandong Huayu, respectively.
9. VALUATION AND QUALIFYING ACCOUNTS
Balance at Net charged Currency Balance
beginning to costs and translation at end
Description of year expenses Deduction adjustments of year
----------- ---------- --------- --------- ----------- ---------
Year ended December 31, 2001:
Deducted from asset accounts
Allowance for doubtful accounts $ 3,615 $ (255) $ (272) $ (59) $ 3,029
Allowance for inventories 1,337 1,205 - (24) 2,518
-------- -------- ------- ------- --------
$ 4,952 $ 950 $ (272) $ (83) $ 5,547
======== ======== ======= ======= ========
Year ended December 31, 2002:
Deducted from asset accounts
Allowance for doubtful accounts $ 3,029 $ 968 $ (123) $ 84 $ 3,958
Allowance for inventories 2,518 847 (1,012) 52 2,405
-------- -------- ------- ------- --------
$ 5,547 $ 1,815 $(1,135) $ 136 $ 6,363
======== ======== ======= ======= ========
Year ended December 31, 2003:
Deducted from asset accounts
Allowance for doubtful accounts $ 3,958 $ 902 $ (279) $ 271 $ 4,852
Allowance for inventories 2,405 77 (370) 95 2,207
-------- -------- ------- ------- --------
$ 6,363 $ 979 $ (649) $ 366 $ 7,059
======== ======== ======= ======= ========
F-26
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
10. INCOME TAXES
Under current Bermuda law, the Company is not subject to tax on income
or capital gains, and no Bermuda withholding tax is imposed upon
payments of dividends by the Company to its shareholders.
The Company's investments in the Operating Subsidiaries are held
through subsidiaries incorporated in the British Virgin Islands
("BVI"). Under current BVI law, dividends from the BVI subsidiaries'
investments are not subject to income taxes and no withholding tax is
imposed on payments of dividends by the BVI subsidiaries to the
Company.
The Operating Subsidiaries and Equity Investees are governed by the
income tax laws of Singapore, Thailand, Australia, New Zealand, the
People's Republic of China and Myanmar. The corporate income tax rate
in Singapore was 24.5%, 22% and 22% for 2001, 2002 and 2003,
respectively, and there is no withholding tax on dividends applicable
to the Company. For Thailand, the corporate income tax rate was 30% for
each of the three years ended December 31, 2003 and a withholding tax
of 3% is levied on dividends received by the Company. In Australia, the
corporate income tax rate was 30% for 2001/2002, 2002/2003 and
2003/2004 tax years. The corporate income tax rate for New Zealand was
33% for 2001/2002, 2002/2003 and 2003/2004 tax years and a withholding
tax of 30% is levied on dividends received by the Company. The
applicable corporate income tax rate for the subsidiaries in the
People's Republic of China was 33% for each of the three years ended
December 31, 2003. The corporate income tax rate for Myanmar was 30%
for 2000/2001, 2001/2002 and 2002/2003 tax years.
Pursuant to the Income Tax Law of the PRC concerning foreign investment
enterprises and various local income tax laws (the Income Tax Law), the
enterprises generally are subject to income tax at an effective rate of
33% (30% State income taxes plus 3% local income taxes) on income as
reported in their statutory accounts unless the enterprise is located
in specially-designated regions or cities for which more favorable
effective rates apply.
PEWS is located in Shenzhen, which is a region where preferential tax
rates apply and currently qualifies for a reduced rate of taxation of
15% (50% of the full rate of 30% State income taxes and no local income
taxes). PEWS is exempt from income tax for the two years starting from
its first profitable year of operations (2001). PEWS is entitled to a
50% tax exemption from the State income taxes for a further three-year
period (2003 to 2005) under the Income Tax Law.
Pre-tax income (loss) from continuing operations was taxed in the
following jurisdictions:
Year ended December 31,
2001 2002 2003
Thailand $ 7,264 $ 17,131 $ 14,381
Singapore (3,450) (3,572) (4,194)
Australia (1,361) 1,257 3,924
The People's Republic of China 1,516 1,117 4,598
Myanmar 52 (24) -
Others (1,076) (561) (1,269)
-------- -------- --------
2,945 15,348 17,440
Equity investees
Thailand (316) (3,357) 120
New Zealand (1,319) (221) -
Singapore (901) (475) -
Others 1 (41) -
-------- -------- --------
$ 410 $ 11,254 $ 17,560
======== ======== ========
F-27
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of US Dollars, except
share data)
10. INCOME TAXES (continued)
Significant components of the provision (benefit) for income taxes are
as follows:
Year ended December 31,
2001 2002 2003
Allocated to net income
Current:
Thailand $ 555 $ 2,787 $ 3,747
Singapore 281 (30) 150
Myanmar - 12 12
The People's Republic of China - - 252
Australia - - 286
-------- -------- -------
Total current 836 2,769 4,447
-------- -------- -------
Deferred:
Thailand (2,074) 2,022 (466)
Singapore (173) (108) (258)
Australia - - (1,246)
-------- -------- -------
Total deferred (2,247) 1,914 (1,970)
-------- -------- -------
$ (1,411) $ 4,683 $ 2,477
======== ======== =======
Allocated to comprehensive income (loss) $ (9) $ (10) $ 15
======== ======== =======
On December 31, 2003, the Operating Subsidiaries had net operating loss
carry forwards of approximately $16,538, for income tax purposes, of
which $3,196 and $841 will expire in 2006 and 2007 respectively. The
remaining net operating loss can be carried forward indefinitely.
The provision for income taxes differs from the amount computed by
applying the respective statutory rates to income before income taxes
of the Company and the Operating Subsidiaries. The principal reasons
for the difference are listed in the following table:
Year ended December 31,
2001 2002 2003
Tax at statutory rate in Bermuda $ - $ - $ -
Higher statutory rate in Thailand 2,401 3,540 3,278
Higher statutory rate in Singapore (720) (891) (923)
Higher statutory rate in Australia (407) 377 1,177
Higher statutory rate in New Zealand (733) (66) -
Higher statutory rate in the People's
Republic of China 500 369 1,114
Higher statutory rate in Myanmar (365) (7) -
------- ------ ------
676 3,322 4,646
Expenses not deductible for tax purposes 515 1,023 121
Changes in valuation allowance (1,959) 740 (1,950)
Withholding tax on net income retained 56 - -
Others (699) (402) (340)
------- ------ ------
Total (benefit) charge for the year (1,411) 4,683 2,477
======= ====== ======
F-28
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
10. INCOME TAXES (continued)
Deferred tax liabilities and assets are comprised of the following:
December 31,
2002 2003
Deferred tax liabilities:
Tax over book depreciation $ (791) $ (322)
Book over tax basis in subsidiaries (950) (1,398)
Translation adjustments (584) (503)
Others (11) --
------- -------
Total deferred tax liabilities (2,336) (2,223)
------- -------
Deferred tax assets:
Unused tax losses and unused tax credits $ 4,509 $ 4,322
Provision for doubtful accounts 172 847
Provision for inventories 528 377
Provision for impairment in investment 952 595
Others 58 125
------- -------
Total deferred tax assets 6,219 6,266
Valuation allowance for deferred tax assets (5,329) (3,379)
------- -------
Total deferred tax assets 890 2,887
------- -------
Net deferred tax (liabilities) assets $(1,446) $ 664
======= =======
Undistributed earnings of the Company's foreign subsidiaries included
in the Company's retained earnings amounted to approximately $15,948
and $24,202 on December 31, 2002 and 2003, respectively. Upon
distribution of those earnings in the form of dividends or otherwise,
the Company would be subject to withholding taxes payable to the
respective foreign countries. The Company has no intention of
distributing the earnings that are subject to withholding taxes.
Withholding taxes of approximately $237 would be payable upon
remittance of all previously unremitted earnings on December 31, 2003.
A subsidiary of the Company has been granted certain promotional
privileges by the Board of Investment of Thailand for a project
investment of manufacturing enameled copper wire for export purposes.
Such privileges include exemption from import duty and tax on raw and
essential materials used for export manufacturing up to January 2002.
However, since the subsidiary has net operating loss carry forwards, no
tax benefits have been obtained from the above privileges.
PEWS is located in Shenzhen, which is a region where preferential tax
rates apply and currently qualifies for a reduced rate of taxation of
15%. PEWS is exempt from income tax for the two years starting from its
first profitable year of operations (2001). PEWS is entitled to a 50%
tax exemption from the local income tax for a further three-year period
(2003 to 2005) under the local income tax law. With the tax holiday
exemption, current income tax liabilities of PEWS were reduced by
approximately $252 for the year ended December 31, 2003. The tax
holiday exemption also increased the net income per share by $0.02 for
the year ended December 31, 2003.
F-29
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
10. INCOME TAXES (continued)
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. The Company had net deferred tax assets totaling
approximately $6,219 and $6,266 at December 31, 2002 and 2003,
respectively. However, realization of all of these deferred assets is
not reasonably assured; therefore, they were reserved by a valuation
allowance of $5,329 and $3,379 at December 31, 2002 and 2003,
respectively.
The net change in valuation allowance for the years ended December 31,
2001, 2002 and 2003 was an increase (decrease) of approximately of
$1,959, $740 and $(1,950), respectively, resulting primarily from net
operating losses (gains) generated during the respective years.
11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of other comprehensive income (loss) are as follows:
UNREALIZED
GAINS
(LOSSES) ON
CURRENCY AVAILABLE-
TRANSLATION FOR- SALE
ADJUSTMENTS SECURITIES TOTAL
Balance at December 31, 2000 (33,310) 155 (33,155)
Currency translation adjustment (4,024) - (4,024)
Unrealized losses on available-for-sale
securities - (32) (32)
Deferred taxes relating to unrealized
losses on available-for-sale securities - 9 9
------- ------- -------
Balance at December 31, 2001 (37,334) 132 (37,202)
Currency translation adjustment 6,919 - 6,919
Unrealized losses on available-for-sale
securities - (391) (391)
Deferred taxes relating to unrealized
losses on available-for-sale securities - 10 10
------- ------- -------
Balance at December 31, 2002 (30,415) (249) (30,664)
Currency translation adjustment 4,754 - 4,754
Losses realized on disposal of available-for-sale
securities - (89) (89)
Unrealized gains on available-for-sale
securities - 479 479
Deferred taxes relating to unrealized gains
on available-for-sale securities - (15) (15)
------- ------- -------
Balance at December 31, 2003 (25,661) 126 (25,535)
======= ======= =======
F-30
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
12. COMMITMENTS AND CONTINGENCIES
(a) Leases
The Company leases certain machinery and equipment under
capital leases.
The Company leases a piece of land in Singapore and certain
buildings under non-cancelable operating lease arrangements.
Future minimum payments under capital leases and
non-cancelable operating leases with initial terms of one year
or more consisted of the following as of December 31, 2003:
Capital Operating
Leases Leases
------- ---------
2004 244 441
2005 154 429
2006 - 302
2007 - 194
2008 - 194
Thereafter - 4,218
------ -------
Total minimum lease payments $ 398 $5,778
======
Amounts representing interest (35)
------
Present value of net minimum lease payments $ 363
======
Rental expense consisted of the following:
Year ended December 31,
2001 2002 2003
Rentals under operating lease $ 84 $ 117 $ 425
===== ====== ======
The current and non-current portion of the capital lease
liabilities of $222 and $141 as of December 31, 2003 are
included in accounts payable and accrued expenses and other
liabilities, respectively. The capital lease liabilities are
secured by a charge over the leased machinery and equipment at
cost of $575 and $811 as of December 31, 2002 and 2003,
respectively. The accumulated depreciation of these leased
assets for the years ended December 31, 2002 and 2003 amounted
to $206 and $365, respectively.
F-31
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
12. COMMITMENTS AND CONTINGENCIES (continued)
(b) As of December 31, 2003, there were outstanding bank
guarantees of $107, issued by the banks on behalf of Charoong
Thai and its subsidiaries in respect of certain performance
bonds as required in the normal course of business of the
companies. These guarantees generally expire within 1 year.
(c) As of December 31, 2003, Charoong Thai and its subsidiaries
had given continuing corporate guarantee of $4,649 in respect
of banking facilities extended to two Operating Subsidiaries
of which $823 has been utilized.
(d) Sigma Cable has agreed to provide continuing financial support
to APEC to enable APEC to meet its liabilities as and when
they fall due.
13. FINANCIAL INSTRUMENTS
(a) Concentrations of credit risk
Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist principally
of cash investments, investment securities and trade accounts
receivable.
The Company maintains cash and cash equivalents, and
short-term and long-term investments with various financial
institutions. These financial institutions are located in
Singapore, Thailand, Australia and the People's Republic of
China. The Company policy is designed to limit its exposure to
any one institution. The Company performs periodic evaluations
of the relative credit standing of those financial
institutions that are considered in the Company's investment
strategy.
Concentrations of credit risk with respect to trade accounts
receivable are limited due to the large number of entities
comprising the Company's customer base. The Company carefully
assesses the financial strength of its customers and generally
does not require any collateral. At December 31, 2003, there
was no trade receivable which exceeded 10% of the Company's
account receivable amounts.
The Company is exposed to credit loss in the event of
non-performance by counter parties on foreign exchange
contracts, but the Company does not anticipate non-performance
by any counter parties.
F-32
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
13. FINANCIAL INSTRUMENTS (continued)
(b) Fair value
The following methods and assumptions were used by the Company
in estimating its fair value disclosures for financial
instruments:
Cash and cash equivalents: The carrying amount reported in the
balance sheet for cash and cash equivalents approximates its
fair value because of the short-term maturity of these
instruments.
Accounts receivable and accounts payable: The carrying amounts
reported in the balance sheet for accounts receivable and
accounts payable approximate their fair values because of the
short-term maturity of these instruments.
Investment securities: The fair values for marketable equity
securities are based on quoted market prices, details of which
are set out in Note 5. The fair values for debt securities are
based on discounted cash flow analysis using current interest
rates for instruments with similar maturities. It is not
practicable to estimate the fair values of the equity
investments that do not have a quoted market price, without
incurring excessive costs.
Long-term and short-term debt: The carrying amounts of the
Company's borrowings under its short-term revolving credit
arrangements approximate their fair values. The fair values of
the Company's long-term debt are estimated using discounted
cash flow analyses, based on the Company's current incremental
borrowing rates for similar types of borrowing arrangements.
The fair value of the long-term debt from a related party is
not determinable because of the related party nature of the
loan.
The carrying amounts and fair values of the Company's
financial instruments as of December 31, 2002 and 2003 were as
follows:
2002 2003
-------------------------- --------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ----- -------- -----
Cash and cash equivalents $ 14,431 $ 14,431 $ 25,032 $ 25,032
Short-term bank deposits 3,892 3,892 3,567 3,567
Equity securities available-for-sale 541 541 1,041 1,041
Debt securities held-to-maturity 120 120 50 50
Bank loans and overdrafts 36,808 36,808 22,339 22,339
Long-term debt 1,800 1,800 1,654 1,654
Forward exchange contracts 1 1 1 1
F-33
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
14. CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS
Copper is the principal raw material used by the Company. The Company
purchases copper at prices closely related to the prevailing
international spot market prices on the London Metal Exchange for
copper. The price of copper is influenced heavily by global supply and
demand as well as speculative trading. Consequently, an increase in the
price of copper will have a direct effect on the Company's cost of
sales.
Changes in exchange rates influence the Company's results of
operations. The Company's principal operations are located in Thailand,
the People's Republic of China ("PRC") and Singapore and a substantial
portion of its revenues are denominated in Thai Baht, PRC Renminbi
("RMB") or Singapore dollars, whereas a substantial portion of the
Company's cost of sales are denominated in US dollars. In 1997, the
devaluation of the Thai Baht against the US dollar adversely affected
the operations of the Company in Thailand. Any devaluation of the Thai
Baht, RMB or Singapore dollar against the US dollar would have an
adverse impact on the operations of the Company.
The Company has investments in subsidiaries in the PRC. The
distributions of earnings outside the PRC are subject to control
because the RMB is not freely convertible into foreign currencies.
On January 1, 1994, the PRC government introduced a single rate of
exchange as quoted daily by the People's Bank of China (the "Unified
Exchange Rate"). The quotation of the exchange rates does not imply
free convertibility of RMB into other foreign currencies. All foreign
exchange transactions continue to take place either through the Bank of
China or other banks authorized to buy and sell foreign currencies at
the exchange rates quoted by the People's Bank of China. Approval of
foreign currency payments by the Bank of China or other institutions
requires submitting a payment application form together with suppliers'
invoices, shipping documents and signed contracts.
F-34
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
15. RELATED PARTY BALANCES AND TRANSACTIONS
December 31,
2002 2003
Due from:
Pardee Assets Co. Ltd $ 2 $ 2
Shandong Yanggu Wire & Cable Corp Ltd ("Shandong Yanggu") 58
PEWC 603 --
Italian-Thai Development Public Company Limited
("Ital-Thai") and its affiliates 3,056 887
SPHC 731 1,624
A director of Siam Pacific 21 21
PEWS -- 277
Others 262 239
------- -------
$ 4,675 $ 3,108
======= =======
Due to:
PEWC $12,297 $18,339
Fujikura Limited 266 16
Thai Metal Processing Company Limited 83 111
Shangdong Yanggu 92 --
SPHC 2,630 2,600
Pacific Overseas Investment Management Ltd 221 --
PEWS -- 1,000
Others 463 449
------- -------
$16,052 $22,515
======= =======
Short-term loans from:
Moon View Venture Limited ("Moon View") $ 1,537 $ 1,537
PEWC 231 231
Fujikura Limited 69 --
Pacific Overseas Investment Management Ltd 195 195
Ital-Thai 219 --
------- -------
$ 2,251 $ 1,963
======= =======
F-35
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
15. RELATED PARTY BALANCES AND TRANSACTIONS (continued)
December 31,
2002 2003
Long term loans from PEWC $ 8,822 $ 7,824
======= =======
Moon View and PEWS are controlled by PEWC. Ital-Thai is the minority
shareholder of one of the Company's Operating Subsidiaries.
All balances with related parties are unsecured.
The long term loans from PEWC included amounts of $5,818 and $4,818 as
of December 31, 2002 and 2003, respectively, which bear interest at
LIBOR plus 1% per annum. The long-term loans have no fixed term of
repayment and are expected to be repaid in 2008. Except for the above
loans, all the other balances with related parties are interest-free
and are repayable on demand.
The transactions undertaken with related parties can be summarized as
follows:
Year ended December 31,
2001 2002 2003
Purchases of copper from PEWC $ 31,493 $ 42,959 $ 30,708
Purchases of power cable from PEWC 18,058 34,271 20,130
Subcontracting services provided by PEWC - 804 100
Commission income from PEWC 293 348 -
Sales to Ital-Thai and its affiliates 1,378 1,014 520
Sales to PEWC 8 12 941
Sales to PEWC Singapore - - 146
Sales to Lox Pac 689 - 19
Sales to Shandong Yanggu - - 131
Sales to NCS 215 - -
Purchases of machinery from PEWC 776 - -
Purchase of raw materials from Thai Metal
Processing Company Limited 876 1,157 995
Purchase of goods from Fujikura Limited 1,042 3,523 1,161
Interest expense paid to PEWC 392 111 129
Management fee paid to PEWC 328 141 292
Management fee received from PEWC - 11 12
Management fee received from PEWC Singapore - - 24
Rental income received from Thai Professional
Telecom Network Company Limited 3 - -
Rental income received from NCS 16 - -
Interest income from NCS and affiliates 316 209 -
Royalty fee paid to Fujikura Limited 69 69 14
Purchase of goods from Shandong Yanggu - - 147
Dividend income from Thai Metal Processing Co. Ltd. - - 152
====== ====== ======
F-36
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
15. RELATED PARTY BALANCES AND TRANSACTIONS (continued)
Copper is the major raw material of the Company's wire and cable
products. The Company purchases copper in the form of copper rods and
copper cathode. Copper cathode is purchased by Siam Pacific to avoid
the high import tariff levied on copper rods. Copper cathode needs to
be processed into copper rods prior to the manufacturing of wire and
cable products.
Substantially all of the Company's copper rods are supplied by PEWC
while copper cathodes are supplied by unrelated third parties. The
price of copper rods purchased from PEWC is determined by reference to
the quoted copper prices on the London Metal Exchange (the "LME") plus
a certain premium.
In addition to copper rods, the Company purchases high voltage power
cable from PEWC for distribution purposes. The purchase price of power
cable from PEWC is determined by reference to the quoted copper prices
on the LME. Prior to 2003, a sales commission at an average rate of 1%
to 3% was received from PEWC in addition to sales proceeds received
from customers.
Pursuant to the Composite Services Agreement,
(a) PEWC will sell copper rod to the Company, upon the Company's
request, (i) at a price consisting of the average spot price
of copper on the LME for the one month prior to purchase plus
an agreed upon premium, (ii) at prices and on terms at least
as favorable as it provides copper rod to other purchasers of
similar amounts of copper rod in the same markets from PEWC
and (iii) will give priority in the supply of copper rod to
the Company over other purchasers of copper rod from PEWC.
(b) PEWC will grant the Company the right to distribute any wire
or cable product manufactured by PEWC in all markets in which
the Company presently distributes or develops the capability
to distribute in the future, such products on such terms as
have historically been in effect or on terms at least as
favorable as PEWC grants to third parties that distribute such
products in such markets. However, PEWC shall not be required
to grant to the Company the right to distribute products
manufactured by PEWC in the future in markets where the
Company does not currently have the capability to distribute
unless and until PEWC has no pre-existing contractual rights
which would conflict with the grant of a right to the Company.
(c) PEWC will make available to the Company, upon the Company's
request and on terms to be mutually agreed between PEWC and
the Company from time and time, access to certain of PEWC's
technology (and PEWC personnel necessary to use such
technology) with respect to the design and manufacture of wire
and cable products, including, without limitation, certain
fiber optic technology.
F-37
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
15. RELATED PARTY BALANCES AND TRANSACTIONS (continued)
(d) PEWC will make available to the Company, upon the Company's
request and on terms to be mutually agreed between PEWC and
the Company from time to time, certain services with respect
to the design and manufacture of wire and cable products,
computerization, inventory control, purchasing, internal
auditing, quality control, emergency back-up services, and
recruitment and training of personnel; such services may
include the training of the Company's employees and managers
at PEWC facilities and the secondment of PEWC employees and
managers to the Company.
(e) Each of PEWC and the Company will notify the other party prior
to entering into any negotiations with a third party
concerning the establishment of any facility or similar
venture to manufacture or distribute any wire or cable product
outside of the markets where the Company currently
manufactures or distributes, or intends to develop the
capability to manufacture or distribute, any wire or cable
product. Unless the Company and PEWC mutually agree otherwise,
the Company shall have the right of first refusal to enter
into any definitive agreement with such third party. If,
however, such third party would not agree to the substitution
of the Company for PEWC or such substitution would prevent the
successful completion of the facility or venture, PEWC will
arrange for the Company to participate to the extent possible.
(f) Without the consent of the Company, PEWC will not compete with
respect to the manufacture of wire and cable products in any
market in which the Company is manufacturing or has taken
significant steps to commence manufacturing.
(g) For purposes of the Composite Services Agreement, each
province in China is considered the equivalent of a market.
(h) The Composite Services Agreement dated November 7, 1996 has a
three-year term. The Agreement originally expired on November
7, 1999 but has been renewed annually at the option of the
Company.
To the extent that transactions occur in the future between the Company
and PEWC or affiliates of PEWC other than under the Composite Service
Agreement, such transactions will be entered into on an arm's length
basis on terms no less favorable than those available from unaffiliated
third parties.
16. SUPPLEMENTAL CASH FLOW INFORMATION
Year ended December 31,
2001 2002 2003
Interest paid, including amounts capitalized $3,890 $1,446 $1,630
====== ====== ======
Income taxes paid $1,559 $1,139 $3,461
====== ====== ======
F-38
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
17. SEGMENT FINANCIAL INFORMATION
Description of Products by Segment
The Company has three reportable segments - manufacturing of wire and
cable products ("Manufactured products"), distribution of copper and
cable products manufactured by PEWC ("Distributed products") and sales,
delivery and installation of wires and cables.
Measurement of Segment Profit or Loss and Segment Assets
The Company evaluates performance and allocates resources based on
profit or loss from operations before interest, gains and losses on the
Company's investment portfolio, and income taxes. The accounting
policies of the reportable segments, including transactions entered
between reportable segments, are the same as those described in the
summary of significant accounting polices.
Year ended December 31,
2001 2002 2003
Revenues
Revenues from external customers:
Manufactured products $ 149,018 $ 185,742 $ 192,293
Distributed products 33,325 24,303 15,187
Sales, delivery and installation
of wires and cables 14,968 31,134 3,919
--------- --------- ---------
Total revenues from external customers $ 197,311 $ 241,179 $ 211,399
========= ========= =========
Intersegment revenues:
Manufactured products $ 6,544 $ 1,206 $ 4,134
--------- --------- ---------
Total intersegment revenues $ 6,544 $ 1,206 $ 4,134
--------- --------- ---------
Total revenue $ 203,855 $ 242,385 $ 215,533
Reconciling items
Intersegment revenues (6,544) (1,206) (4,134)
--------- --------- ---------
Total consolidated revenues $ 197,311 $ 241,179 $ 211,399
========= ========= =========
F-39
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
17. SEGMENT FINANCIAL INFORMATION (continued)
Year ended December 31,
2001 2002 2003
Segment profit
Manufactured products $ 20,354 $ 35,193 $ 32,577
Distributed products 724 338 491
Sales, delivery and installation
of wires and cables (1,119) (787) 92
--------- --------- ---------
Total segment profit $ 19,959 $ 34,744 $ 33,160
Reconciling items
Corporate and other expenses (15,379) (20,387) (19,900)
Exchange (loss) gain (81) (16) 4,161
Interest income 901 715 285
Interest expense (4,074) (2,214) (1,407)
Share of net (loss) gain of equity investees (2,535) (4,090) 1,475
Others 1,619 2,502 (214)
--------- --------- ---------
Total consolidated income before
income taxes $ 410 $ 11,254 $ 17,560
========= ========= =========
Segment assets
Manufactured products $ 171,025 $ 189,187 $ 209,721
Distributed products 2,639 2,016 6,348
Sales, delivery and installation
of wires and cables 5,071 927 460
--------- --------- ---------
Total segment assets $ 178,735 $ 192,130 $ 216,529
Reconciling items
Corporate assets 6,334 7,512 5,398
Investment in equity investees 8,359 8,735 10,249
Intersegment accounts receivable (2) (184) --
--------- --------- ---------
Total consolidated assets $ 193,426 $ 208,193 $ 232,176
========= ========= =========
Expenditures for additions to
long-lived assets
Manufactured products $ 9,116 $ 11,135 $ 4,877
--------- --------- ---------
Total expenditure for additions
to long-lived assets $ 9,116 $ 11,135 $ 4,877
========= ========= =========
F-40
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
17. SEGMENT FINANCIAL INFORMATION (continued)
Year ended December 31,
2001 2002 2003
Depreciation expenses
Manufactured products $ 11,210 $ 9,805 $ 9,217
-------- -------- --------
Total consolidated depreciation expenses $ 11,210 $ 9,805 $ 9,217
======== ======== ========
Impairment loss
Manufactured products $ - $ 1,559 $ -
-------- -------- --------
Total consolidated impairment expense $ - $ 1,559 $ -
======== ======== ========
Interest income
Manufactured products $ 572 $ 208 $ 67
Distributed products 141 219 40
Sales, delivery and installation
of wires and cables 94 280 153
Corporate 94 8 25
-------- -------- --------
Total consolidated interest income $ 901 $ 715 $ 285
======== ======== ========
Interest expense
Manufactured products $ 2,723 $ 2,033 $ 988
Distributed products 234 160 34
Sales, delivery and installation
of wires and cables 156 205 132
Corporate 961 (184) 253
-------- -------- --------
Total consolidated interest expense $ 4,074 $ 2,214 $ 1,407
======== ======== ========
Share of net (loss) gain of equity investees
Corporate $ (2,535) $ (4,090) $ 1,475
-------- -------- --------
Total consolidated share of net (loss) gain
of equity investees $ (2,535) $ (4,090) $ 1,475
======== ======== ========
F-41
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
17. SEGMENT FINANCIAL INFORMATION (continued)
The sales to a major customer, SP Powerassets, which include sales of
manufactured products, distributed products, and sales, delivery and
installation of wires and cables can be summarized as follows:
Year ended December 31,
2001 2002 2003
Manufactured products $ 882 $ 663 $ 1,127
Distributed products 9,381 9,175 11,840
Sales, delivery and installation of
wires and cables 14,968 31,134 3,919
-------- -------- --------
$ 25,231 $ 40,972 $ 16,886
======== ======== ========
Geographic Area Data
Revenue from external customers is attributed to individual countries
based on the customer's country of domicile and is summarized as
follows:
Year ended December 31,
2001 2002 2003
Revenues from external customers
Thailand $ 80,852 $107,264 $ 93,543
Singapore 58,021 73,859 35,193
Australia 11,009 13,961 22,058
The People's Republic of China 46,838 46,095 60,605
Others 591 - -
-------- -------- --------
Total revenues from external customers $197,311 $241,179 $211,399
======== ======== ========
Long-lived assets by area:
Thailand $ 44,600 $ 43,238 $ 42,856
Singapore 3,460 10,013 9,720
Australia 4,765 4,731 5,312
The People's Republic of China 19,703 17,875 18,397
Others 7 - -
-------- -------- --------
Total long-lived assets $ 72,535 $ 75,857 $ 76,285
======== ======== ========
18. MATURITY FOR LONG-TERM DEBTS
The aggregate maturities for long-term debts for the five years after
December 31, 2003 are $nil, $1,654, $nil, $nil and $7,824,
respectively.
F-42
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US Dollars, except share data)
19. SUMMARIZED FINANCIAL INFORMATION OF EQUITY INVESTEES
The following table presents summarized financial information of the
Company's principal equity investees, Lox Pac, Thai Professional, SPHC
and NGL for 2001, 2002 and 2003, and Shandong Huayu for 2002 and 2003.
NGL is listed on the New Zealand Stock Exchange. The aggregate market
value of the Company's investment in NGL amounted to approximately $586
and $1,278 as of December 31, 2002 and 2003, respectively.
December 31,
2002 2003
Current assets $ 9,896 $ 9,322
Non-current assets 21,671 22,230
Current liabilities 7,135 4,371
Non-current liabilities - -
Minority interests 356 4
Total shareholders' equity 24,076 27,177
Year ended December 31,
2001 2002 2003
Net sales $ 13,996 $ 11,105 $ 4,753
Sales less cost of sales (3,567) 2,135 1,062
Net (loss) income (5,487) 624 821
On December 31, 2002 and December 31, 2003, the unamortized difference
between the amount at which the investment in Lox Pac and Thai
Professional was carried and the amount of the Company's underlying
equity in its net assets amounted to $2,081 and $2,081, respectively.
In conjunction with the adoption of Statement 142, the Company
discontinued the amortization of goodwill associated with equity method
investments effective January 1, 2002. Amortization expense for the
year ended December 31, 2001 of $210, is included in the Company's
share of net loss in equity investees.
F-43