STATS ChipPAC Ltd. Reg No.: D

Transcription

1 STATS ChipPAC Ltd. Reg No.: D FINANCIAL STATEMENTS AND RELATED ANNOUNCEMENT Financial Statements for the Three and. These figures have not been audited. STATS ChipPAC Ltd. ( STATS ChipPAC or the Company and together with its subsidiaries, the Group ) is an independent provider of a full range of semiconductor packaging design, bump, probe, assembly, test and distribution solutions. The Group is headquartered in Singapore and has manufacturing facilities in South Korea, Singapore, China, Malaysia, Thailand and Taiwan (which includes the facilities of STATS ChipPAC s 52%-owned Taiwan subsidiary, STATS ChipPAC Taiwan Semiconductor Corporation). STATS ChipPAC markets its services through its direct sales force in the United States, South Korea, Japan, China, Singapore, Malaysia, Taiwan and the Switzerland. The financial statements included in this announcement have been prepared in accordance with the Singapore Financial Reporting Standards ( FRS ). The results of operations for interim periods are not necessarily indicative of the results of operations that may be expected for any other period. Our week fiscal year ends on the Sunday nearest and prior to 31 December. Our fiscal quarters end on a Sunday and are generally thirteen weeks in length. Our fourth quarter of and fiscal year ended on, while our first quarter of, second quarter of, third quarter of, first quarter of, second quarter of, third quarter of, fourth quarter of and fiscal year ended on 27 March, 26 June, 25 September, 28 March, 27 June, 26 September and, respectively. All amounts are expressed in United States dollars unless otherwise indicated. Certain of the statements in this report are forward-looking statements, including our outlook for the three months ending 25 March 2012, that are based on management s current views and assumptions and involve a number of risks and uncertainties which could cause actual results to differ materially. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expect, plan, intend, target, anticipate, believe, estimate, predict, project, potential, continue or the negative of these terms or other comparable terminology. Factors that could cause actual results to differ include, but are not limited to, the timing and impact of the expected closure of the Thailand plant as well as the estimated associated cost for the closure; the amount of property damage and business interruption insurance claim due to flooding of the Thailand plant; the ability to shift production to other manufacturing locations, shortages in supply of key components and disruption in supply chain, general business and economic conditions and the state of the semiconductor industry; prevailing market conditions; demand for end-use applications products such as communications equipment, consumer and multi-applications and personal computers; decisions by customers to discontinue outsourcing of test and packaging services; level of competition; our reliance on a small group of principal customers; our continued success in technological innovations; pricing pressures, including declines in average selling prices; intellectual property rights disputes and litigation; our ability to control operating expenses; our substantial level of indebtedness and access to credit markets; potential impairment charges; availability of financing; changes in our product mix; our capacity utilisation; delays in acquiring or installing new equipment; limitations imposed by our financing arrangements which may limit our ability to maintain and grow our business; returns from research and development investments; changes in customer order patterns; customer credit risks; disruption of our operations; loss of key management or other personnel; defects or malfunctions in our testing equipment or packages; rescheduling or cancelling of customer orders; adverse tax and other financial consequences if the taxing authorities do not agree with our interpretation of the applicable tax laws; classification of our Company as a passive foreign investment company; our ability to develop and protect our intellectual property; changes in environmental laws and regulations; exchange rate fluctuations; regulatory approvals for further investments in our subsidiaries; majority ownership by Temasek Holdings (Private) Limited ( Temasek ) that may result in conflicting interests with Temasek and our affiliates; unsuccessful acquisitions and investments in other companies and businesses; labour union problems in South Korea; uncertainties of conducting business in China and changes in laws, policy and political instability in other countries in Asia; natural calamities and disasters, including outbreaks of epidemics and communicable diseases; and the continued trading and listing of our ordinary shares on the Singapore Exchange Securities Trading Limited ( SGX-ST ). You should not unduly rely on such statements. We do not intend, and do not assume any obligation, to update any forward-looking statements to reflect subsequent events or circumstances. 1

2 PART I INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2, Q3), HALF-YEAR AND FULL YEAR ANNOUNCEMENTS 1(a) An income statement and statement of comprehensive income, or a statement of comprehensive income, for the Group together with a comparative statement for the corresponding period of the immediately preceding financial year. Three Months Ended Net revenues , ,359 1,706,500 1,677,834 Cost of revenues... (354,683) (340,857) (1,416,833) (1,337,950) Gross profit... 72,028 81, , ,884 Operating expenses: Selling, general and administrative... 30,427 25, ,541 98,744 Research and development... 13,556 12,425 52,962 47,462 Write-off of debt issuance costs... 1,970 7,593 1,970 Tender offer expense... 3,107 Restructuring charges... 1,421 Total operating expenses... 43,983 39, , ,704 Operating income before flood related charges... 28,045 41, , ,180 Flood related charges... 55,504 55,504 Operating income (loss) after flood related charges (27,459) 41,912 68, ,180 Other income (expenses), net: Interest income ,912 2,328 Interest expense... (14,707) (16,461) (59,772) (43,460) exchange gain (loss) (323) 3,086 (2,587) of profit (loss) of associate... (894) (324) (1,045) 465 Other non-operating income (expense), net (245) 168 (1,601) Total other expenses, net... (14,262) (16,498) (55,651) (44,855) Income (loss) before income taxes... (41,721) 25,414 12, ,325 Income tax expense... (3,419) (4,387) (10,594) (26,977) Net income (loss)... (45,140) 21,027 1, ,348 Less: Net income (loss) the noncontrolling interest... (852) (2,016) (4,324) (7,370) Net income (loss) STATS ChipPAC Ltd.... (45,992) 19,011 (2,502) 107,978 Consolidated Statement of Comprehensive Income Three Months Ended Net income (loss)... (45,140) 21,027 1, ,348 Other comprehensive income (loss): Available-for-sale financial assets... (356) (453) 220 Cash flow hedges... 5,746 (172) (13,446) 797 translation adjustment... (1,304) 7,521 (3,486) 10,446 Comprehensive income (loss), net of tax... 4,442 6,993 (17,385) 11,463 Total comprehensive income (loss), net of tax... (40,698) 28,020 (15,563) 126,811 Comprehensive income (loss), net of tax : STATS ChipPAC Ltd.... (40,918) 22,385 (20,205) 114,387 Non-controlling interest ,635 4,642 12,424 (40,698) 28,020 (15,563) 126,811 2

3 1(a) An income statement and statement of comprehensive income, or a statement of comprehensive income, for the Group together with a comparative statement for the corresponding period of the immediately preceding financial year. Net income (loss) of the Group is arrived at after charging (crediting): Three Months Ended Depreciation and amortisation, including amortisation of debt issuance cost... 73,679 73, , ,267 Plant and equipment impairment... 16,313 16,313 Goodwill impairment... 24,547 24,547 Allowance for doubtful debts ,498 1,689 Bad debts written off Write-off for stock obsolescence... 1, , Adjustment for overprovision of tax in respect of prior years... (11,015) (495) Additions (write-back) for liability on unrecognised tax benefits for uncertain tax positions in respect of prior years... (2,991) 965 (3,203) Gain on sale of property, plant and equipment... (246) (98) (2,546) (519) 3

4 1(b)(i) A statement of financial position (for the Issuer and Group), together with a comparative statement as at the end of the immediately preceding financial year. Group Company ASSETS Current assets: Cash and cash equivalents , ,395 53,755 79,642 Financial assets, available-for-sale... 43,249 88,642 Accounts receivable, net , ,777 83,915 90,381 Other receivables... 13,879 9, ,638 Inventories... 89,434 69,791 16,378 12,325 Prepaid expenses and other current assets... 19,129 17,227 8,142 3,882 Short-term amount due from related party... 17,105 Short-term amounts due from subsidiaries , ,470 Total current assets , , , ,338 Non-current assets: Financial assets, available-for-sale... 16,646 16,646 Property, plant and equipment, net... 1,123,061 1,123, , ,686 Investment in associate... 8,407 8,104 10,154 10,154 Investment in subsidiaries , ,709 Intangible assets... 37,179 38,857 21,957 18,138 Goodwill , ,134 Long-term restricted cash Prepaid expenses and other non-current assets... 5,550 2,578 2,171 1,119 Total non-current assets... 1,580,194 1,620,544 1,071,917 1,096,452 Total assets 2,163,778 2,249,916 1,672,220 1,777,790 LIABILITIES Current liabilities: Accounts and other payables , ,473 13,604 17,480 Payables related to property, plant and equipment purchases... 19,864 42,734 5,498 21,597 Accrued operating expenses , ,584 67,136 52,165 Income taxes payable... 13,344 12,385 Short-term borrowings... 20,000 61,768 20,000 37,026 Short-term amounts due to related parties Short-term amounts due to subsidiaries... 42, ,167 Total current liabilities , , , ,457 Non-current liabilities: Long-term borrowings , , , ,907 Deferred tax liabilities... 49,509 44,335 7,338 6,292 Other non-current liabilities... 1,805 13,467 Total non-current liabilities , , , ,199 Total liabilities 1,178,083 1,222, ,698 1,015,656 EQUITY , , , ,766 Retained earnings... 82,408 84,910 (125,980) (101,523) Other reserves... (17,981) (278) (21,264) (9,109) Equity equity holders of STATS ChipPAC Ltd , , , ,134 Non-controlling interest... 47,602 69, ,695 1,027, , ,134 Total liabilities and equity 2,163,778 2,249,916 1,672,220 1,777,790 4

5 1(b)(ii) In relation to the aggregate amount of the Group s borrowings and debt securities, specify the following at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year. Secured Unsecured Secured Unsecured (a) Repayable within 1 year... 20,000 38,166 23,602 (b) Repayable after 1 year , , , , , ,419 As of, the Group s total debt outstanding consisted of $810.3 million of borrowings, which included $600.0 million of the Company s 7.5% Senior Notes due 2015, $200.0 million of the Company s 5.375% Senior Notes due 2016 and other long-term and short-term borrowings. (c) Details of the collaterals: Long-term debts of nil and $2.2 million were secured by certain of the Group s property, plant and equipment with net book value of $6.3 million and $6.6 million as at and, respectively. The Group s certain property, plant and equipment previously pledged as security for the long-term debt were released on 19 January The Company s 7.5% Senior Notes due 2015 and 5.375% Senior Notes due 2016 are fully and unconditionally guaranteed, jointly and severally, on a senior basis, by certain subsidiaries of the Company. In October, in accordance with the terms of the $360.0 million senior credit facility, the Group pledged certain accounts receivables as security for the credit facility. On 18 January, the Group fully repaid the $234.5 million outstanding principal under this facility. Pursuant to the repayment of the $234.5 million in January, the Group s certain accounts receivables previously pledged as security for the credit facility were released on 11 March. 5

6 1(c) A statement of cash flows (for the Group), together with a comparative statement for the corresponding period of the immediately preceding financial year. Three Months Ended Cash Flows From Operating Activities Net income (loss)... (45,140) 21,027 1, ,348 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Income tax expense... 3,419 4,387 10,594 26,977 Depreciation and amortisation... 72,922 71, , ,717 Gain on sale of property, plant and equipment... (246) (98) (2,546) (519) Goodwill impairment... 24,547 24,547 Plant and equipment impairment... 16,313 16,313 Loss from repurchase of senior notes and tender offer expenses... 4,185 Write-off of debt issuance costs... 1,970 7,593 1,970 exchange (gain) loss... 1,233 2,496 (6,655) 2,605 -based compensation expense of (profit) loss of associate ,045 (465) Interest income... (762) (855) (1,912) (2,328) Interest expense... 14,707 16,461 59,772 43,460 Others (835) 680 Changes in operating working : Accounts receivable... 38,893 24,815 7,695 (22,011) Amounts due from related parties ,105 3,790 Inventories... 16,043 2,411 (19,643) (7,932) Other receivables, prepaid expense and other assets... 6,942 (4,092) (19,742) (262) Accounts payable, accrued operating expenses and other payables (35,906) 266 5,467 23,122 Amounts due to related parties... (11) Income tax paid... (504) 2,081 (3,584) (785) Net cash provided by operating activities , , , ,703 Cash Flows From Investing Activities Proceeds from sales of financial assets, available-for-sale... 16,656 Proceeds from maturity of financial assets, available-for-sale... 26,768 3, ,894 6,411 Purchases of financial assets, available-for-sale... (26,768) (4,265) (108,254) (25,707) Acquisition of intangible assets... (1,516) (1,772) (6,982) (6,760) Purchases of property, plant and equipment... (71,562) (72,283) (327,101) (283,114) Interest received ,493 2,278 Others, net ,921 3,085 2,110 Net cash used in investing activities... (72,638) (72,282) (266,209) (304,782) Cash Flows From Financing Activities Repayment of short-term debts... (29,500) (56,000) Repayment of long-term debts... (9,944) (86,588) (255,597) (94,443) Proceeds from issuance of senior notes, net of expenses , ,745 Repurchase and redemption of senior notes... (48,135) (366,107) Proceeds from bank borrowings, net of expenses... 42, ,621 Capital reduction... (600,000) (600,000) Capital distribution by subsidiary to non-controlling interest... (22,673) Distribution to non-controlling interest in subsidiary... (3,654) (1,681) Grants received Interest paid... (5,429) (6,646) (54,038) (28,271) Increase (decrease) in restricted cash... 6 (22) 6 (32) Net cash used in financing activities... (15,025) (741,391) (124,630) (252,971) Net increase (decrease) in cash and cash equivalents... 26,186 (670,232) (1,599) (92,050) Effect of exchange rate changes on cash and cash equivalents (125) 15 (238) Cash and cash equivalents at beginning of the period , , , ,683 Cash and cash equivalents at end of the period , , , ,395 6

7 1(d)(i) A statement (for the Issuer and Group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from isation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year. Statement of Changes in Equity Group Three Months Ended Retained earnings translation Hedging value reserve reserve reserve STATS ChipPAC Ltd. Noncontrolling interest Balances at 26 September , ,400 (3,980) (19,075) 979,011 47,382 1,026,393 Total comprehensive income (loss), net of tax... (45,992) (672) 5,746 (40,918) 220 (40,698) Balance at ,666 82,408 (4,652) (13,329) 938,093 47, ,695 Three Months Ended Retained earnings translation Hedging value reserve reserve reserve STATS ChipPAC Ltd. Noncontrolling interest Balances at 27 September... 1,473,636 65,899 (4,750) ,535,883 63,759 1,599,642 Total comprehensive income (loss), net of tax... 19,011 3,902 (172) (356) 22,385 5,635 28,020 Effect of subsidiary s equity transaction Capital reduction... (600,000) (600,000) (600,000) Balance at ,666 84,910 (848) ,298 69,416 1,027,714 Retained earnings translation Hedging value reserve reserve reserve STATS ChipPAC Ltd. Noncontrolling interest Balances at 27 December ,666 84,910 (848) ,298 69,416 1,027,714 Total comprehensive income (loss), net of tax... (2,502) (3,804) (13,446) (453) (20,205) 4,642 (15,563) Dividends paid by subsidiary... (3,783) (3,783) Capital distribution by subsidiary... (22,673) (22,673) Balance at ,666 82,408 (4,652) (13,329) 938,093 47, ,695 Retained earnings translation Hedging value reserve reserve reserve STATS ChipPAC Ltd. Noncontrolling interest Balances at 28 December ,473,426 (23,068) (6,240) (680) 233 1,443,671 58,877 1,502,548 Total comprehensive income, net of tax ,978 5, ,387 12, ,811 -based compensation Effect of subsidiary s equity transaction (181) 58 Capital reduction... (600,000) (600,000) (600,000) Dividends paid by subsidiary... (1,704) (1,704) Balance at ,666 84,910 (848) ,298 69,416 1,027,714 7

8 1(d)(i) A statement (for the Issuer and Group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from isation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year. Statement of Changes in Equity Company Three Months Ended Retained translation Hedging value earnings reserve reserve reserve STATS ChipPAC Ltd. Balances at 26 September ,766 (110,004) (9,733) (15,102) 737,927 Total comprehensive income (loss), net of tax... (15,976) 3,571 (12,405) Balance at ,766 (125,980) (9,733) (11,531) 725,522 Three Months Ended Retained translation Hedging value earnings reserve reserve reserve STATS ChipPAC Ltd. Balances at 27 September... 1,472,766 (99,455) (9,733) (509) 809 1,363,878 Total comprehensive income (loss), net of tax... (2,068) 680 (356) (1,744) Capital reduction... (600,000) (600,000) Balance at ,766 (101,523) (9,733) ,134 Retained translation Hedging value earnings reserve reserve reserve STATS ChipPAC Ltd. Balances at 27 December ,766 (101,523) (9,733) ,134 Total comprehensive loss, net of tax... (24,457) (11,702) (453) (36,612) Balance at ,766 (125,980) (9,733) (11,531) 725,522 Retained translation Hedging value earnings reserve reserve reserve STATS ChipPAC Ltd. Balances at 28 December ,472,765 (145,083) (9,733) (468) 233 1,317,714 Total comprehensive income, net of tax... 43, ,419 -based compensation Capital reduction... (600,000) (600,000) Balance at ,766 (101,523) (9,733) ,134 8

9 1(d)(ii) Details of any changes in the Company s share arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the Issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. Number of shares Issued shares outstanding at 27 December and 28 December ,202,218,293 2,202,218,293 Issue of shares pursuant to share plans... Issued shares outstanding at and... 2,202,218,293 2,202,218,293 Options outstanding... 7,285,283 7,842,249 Convertible Notes The Group did not have any outstanding convertible notes as at and. Treasury s The Group did not have any treasury shares as at and. 1(d)(iii) Total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year. Total number of issued shares excluding treasury shares... 2,202,218,293 2,202,218,293 1(d)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on. 2 Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice. The figures, prepared in accordance with Singapore FRS, have not been audited or reviewed by the Group s auditors. 3 Where the figures have been audited or reviewed, the auditors report (including any qualifications or emphasis of matter). 4 Whether the same accounting policies and methods of computation as in the Issuer s most recently audited annual financial statements have been applied. The Group has applied the same accounting policies and methods of computation in the financial statements for the current reporting period as those used in the most recently audited annual financial statements. See also item 5 below. 9

10 5 If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change. The Group adopted various new/revised FRS and interpretations of FRSs ( INT FRS ) which took effect for fiscal :- Amendments to FRS 32 Financial Instruments: Presentation Classification of rights issues (effective for annual periods beginning on or after 1 February ) INT FRS 119 Extinguishing financial liabilities with equity instruments (effective for annual periods commencing on or after 1 July ) The adoption of these new/revised FRS and INT FRS did not result in any significant impact on the financial statements of the Group. 6 Earnings per ordinary share ( EPS ) of the Group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends:- (a) based on the weighted average number of ordinary shares on issue; and (b) on a fully diluted basis (detailing any adjustments made to the earnings). Three Months Ended Net (loss) income per ordinary shares STATS ChipPAC Ltd. - Basic... US$ (0.02) US$ 0.01 US$ (0.00) US$ Diluted... US$ (0.02) US$ 0.01 US$ (0.00) US$ 0.05 Ordinary shares (in thousands) used in per ordinary shares calculation: - Basic... 2,202,218 2,202,218 2,202,218 2,202,218 - Diluted... 2,202,218 2,202,238 2,202,218 2,202,234 7 Net asset value (for the Issuer and Group) per ordinary share based on the total number of issued shares excluding treasury shares of the Issuer at the end of the:- (a) current financial period reported on; and (b) immediately preceding financial year. Group Company Net asset value per ordinary share... US$ 0.45 US$ 0.47 US$ 0.33 US$ 0.35 The net asset value per ordinary share of the Group and the Company as at and is calculated based on the total issued number of ordinary shares of 2,202,218, A review of performance of the Group, to the extent necessary for a reasonable understanding of the Group s business. It must include a discussion of the following:- (a) any significant factors that affected the turnover, costs and earnings of the Group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and (b) any material factors that affected the cash flow, working, assets or liabilities of the Group during the current financial period reported on. Please refer to attached appendix: Management s Discussion and Analysis of Financial Condition and Results of Operations and the press release, STATS ChipPAC Announces Plan for its Thailand Plant, on 1 February

11 9 Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. The Group s net revenues for the three months ended decreased 3.8% from the three months ended 25 September compared to guidance for net revenues to be single digit decrease from the three months ended 25 September. As a percentage of net revenues, the adjusted EBITDA for the three months ended was 20.0%, which included impact of the flood related and operation suspension expense of $14.6 million or 3.4% of revenue, compared to guidance of adjusted EBITDA to be in the range of 20% to 25%. The Group s expenditure in the three months ended amounted to $53.2 million, compared to expenditure guidance of approximately $50 million to $60 million. 10 A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the Group operates and any known factors or events that may affect the Group in the next reporting period and the next 12 months. Please refer to attached appendix: Management s Discussion and Analysis of Financial Condition and Results of Operations and the press release, STATS ChipPAC Announces Plan for its Thailand Plant, on 1 February If a decision regarding dividend has been made:- (a) Whether an interim (final) ordinary dividend has been declared (recommended); and (b)(i) Amount per share (cents) (b)(ii) Previous corresponding period (cents) (c) Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax, state the tax rate and the country where the dividend is derived. (If the dividend is not taxable in the hands of shareholders, this must be stated). (d) The date the dividend is payable. (e) Book closure date. 12 If no dividend has been declared (recommended), a statement to that effect. No dividend has been declared or recommended for the current reporting period. 13 If the Group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transaction as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect. No Interested Party Transactions (IPT) mandate has been obtained from shareholders. 14 Negative confirmation pursuant to Rule 705(5). (Not required for announcement on full year results) 11

12 PART II ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT 15 Segmented revenue and results for business or geographical segments (of the Group) in the form presented in the Issuer s most recently audited annual financial statements, with comparative information for the immediately preceding year. Revenues by major service line and by geographical areas (identified by location of customer headquarters) were: United States packaging laminate , ,045 packaging leaded , ,434 test , ,279 Wafer level processing and other services... 44,727 13,880 1,130,361 1,031,638 Asia packaging laminate , ,075 packaging leaded... 66,594 48,303 test... 89, ,073 Wafer level processing and other services... 43,826 62, , ,399 Europe packaging laminate... 68,266 75,162 packaging leaded... 16,735 18,347 test... 24,284 35,747 Wafer level processing and other services... 78,862 63, , ,797 Total packaging laminate , ,282 packaging leaded , ,084 test , ,099 Wafer level processing and other services , ,369 1,706,500 1,677,834 The Group s long-lived assets by geographical area were: Singapore , ,686 Korea , ,975 China , ,720 United States... 2,024 2,884 Rest of Asia , ,544 Total... 1,123,061 1,123, In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments. Please refer to attached appendix: Management Discussion and Analysis of Financial Condition and Results of Operations. 12

13 17 A breakdown of the Group s sales. Increase (decrease) Net revenues reported for first half year , , % Net income reported for first half year... 28,063 68,105 (58.8%) Net revenues reported for second half year , , % Net (loss) income reported for second half year... (26,241) 47,243 n.m. n.m. not meaningful 18 A breakdown of the total annual dividend (in dollar value) for the Issuer s latest full year and its previous full year. 19 Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(13) in the format below. If there are no such persons, the issuer must make an appropriate negative statement. Name Age Family relationship with any director and/or substantial shareholder Stephen C. Wofford 56 Son of Mr Charles R. Wofford (Chairman) Current position and duties, and the year the position was held Senior Director of Worldwide Marketing Communications;. Responsible for the strategic marketing of the Company s technology offerings. Details of changes in duties and position held, if any, during the year None ON BEHALF OF THE BOARD OF DIRECTORS Charles R. Wofford Chairman Tan Lay Koon President and Chief Executive Officer BY ORDER OF THE BOARD Janet T. Taylor Company Secretary 1 February