UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 4, 2005
AMKOR TECHNOLOGY, INC.
DELAWARE | 000-29472 | 23-1722724 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1345 ENTERPRISE DRIVE
WEST CHESTER, PA 19380
(Address of Principal Executive Offices, including Zip Code)
(610) 431-9600
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 99.1 |
Item 2.02 Results of Operations and Financial Condition
Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for Amkor Technology, Inc. for the three months ended March 31, 2005 and forward-looking statements relating to 2005 and the second quarter of 2005 as presented in a press release of May 4, 2005. The information in this Form 8-K and the exhibit attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Exhibit 99.1 discloses certain financial measures, such as free cash flows, which are considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a companys performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. We believe free cash flow to be relevant and useful information to our investors in assessing our financial operating results as this measure is used by our management in evaluating our liquidity, our ability to service debt and fund capital expenditures. However, this measure should be considered in addition to, and not as a substitute, or superior to, cash flows or other measures of financial performance prepared in accordance with generally accepted accounting principles, and may not be comparable to similarly titled measures reported by other companies. The non-GAAP measures included in our press release have been reconciled to the nearest GAAP measure as required under SEC rules regarding the use of non-GAAP financial measures.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMKOR TECHNOLOGY, INC. | ||||
By: | /s/ Kenneth T. Joyce | |||
Kenneth T. Joyce Chief Financial Officer |
Date: May 4, 2005
EXHIBIT INDEX:
99.1 Text of Press Release dated May 4, 2005
Exhibit 99.1
Amkor Reports First Quarter 2005 Results
CHANDLER, Ariz. May 4, 2005 Amkor Technology, Inc. (Nasdaq: AMKR) reported first quarter 2005 sales of $418 million, down 8% sequentially and down 10% from the first quarter of 2004. Amkors first quarter net loss was $119 million, or ($0.68) per share, and included a provision for legal settlements, with no tax benefit, of $50 million, or ($0.28) per share. For the first quarter of 2004, Amkors net income was $11 million, or $0.06 per share, and included charges, with no tax benefit, of $2.7 million, or ($0.02) per share, in connection with the prepayment of Amkors term loan under its senior secured credit facility, and a provision for legal settlement of $1.5 million, or ($0.01) per share.
Our first quarter operating results reflect a bottoming out of the current semiconductor industry correction and the impact of higher factory costs and operating expenses associated with the capacity expansion and growth initiatives we put in place last year, said James Kim, Amkors chairman and chief executive officer. These initiatives, which include our collaboration with IBM and acquisition of Unitive, have created a strong pipeline of new business opportunities. Our goal is to execute successfully on these opportunities and achieve above-industry revenue growth in 2005 and 2006.
We are encouraged with the way business developed over the first quarter of 2005, said John Boruch, Amkors president and chief operating officer. Rising customer forecasts signify to us that the semiconductor industry inventory correction has generally run its course. We have gained major business wins for graphics and gaming applications requiring wafer bump, flip chip assembly, and associated probe and test, and also for CDMA related packaging and test. Our wafer level packaging is ramping to meet Q2 requirements, and the business outlook for Stacked CSP, System-in-package, MicroLeadFrame®, Chip Scale BGA, Memory Cards, and Test is looking strong. We are focused on executing on our business opportunities.
We are also seeing the results of an increased focus on customer satisfaction, and Im pleased to note that since mid-2004 we have received recognition awards from a broad range of customers, including Altera, Atheros, Conexant, Infineon, Intel, Qualcomm, QuickLogic, Silicon Labs, Texas Instruments and Volterra, said Boruch. The transfer of IBMs outsourced assembly and test business is moving forward under our supply agreement.
First quarter gross margin of 10.4% was at the lower end of our guidance, reflecting the combined impact of an increased fixed cost structure attributable to our 2004 capacity expansion and growth initiatives, seasonally lower revenues, and greater than expected erosion of average selling prices for our products, said Ken Joyce, Amkors chief financial officer.
First quarter SG&A expenses included $4 million in legal costs, principally in connection with the mold compound litigation and our patent infringement lawsuit against Carsem, said Joyce. As previously disclosed, in April 2005 we reached settlements, totaling $45 million, of two cases in the mold compound litigation. We will continue to incur legal expenses as we defend the two remaining cases related to the
mold compound litigation and have accrued an additional $5 million loss contingency in connection with these remaining mold compound cases.
First quarter capital expenditures totaled $47 million. We are investing primarily in key growth areas, such as wafer bumping, flip chip assembly, probe and final test, which are associated with the strategic initiatives we put in place in 2004, and which have translated into major program wins that should drive revenue in the second half of 2005 and into 2006, said Joyce. We are currently budgeting second quarter capital expenditures of $145 million.
In our Form 10-K filing, we said that 2005 capital expenditures could reach $300 million and would depend on the performance of our business, the need for additional capacity to service anticipated customer demand and the availability of suitable financing.
Selected operating data for the first quarter of 2005 is included in a separate section of this release before the financial tables.
Business outlook
Our customer forecasts are rising for a broad range of existing package products and also for
turnkey flip chip programs that have resulted from our Unitive acquisition and IBM collaboration.
We anticipate a stronger-than-normal revenue increase for the second quarter; however profitability
will be constrained by the combined effects of continued pricing pressure and a significant ramp in
capital and factory resources being deployed to support Q3 and Q4 business expectations. On the
basis of current forecasts, we have the following expectations for the second quarter of 2005:
| Sequential revenue increase in the range of 10% to 13%. | |||
| Gross margin in the range of 12% to 14%. | |||
| Net loss in the range of 28 cents to 32 cents per diluted share. |
We anticipate recognizing approximately $2 million per quarter in foreign tax expense during 2005. At March 31, 2005 our company had U.S. net operating loss carryforwards totaling $330 million expiring through 2025. Additionally, at March 31, 2005 we had $66 million of non-U.S. net operating loss carryforwards expiring through 2010.
Amkor will conduct a conference call on May 4, 2005 at 5:00 p.m. eastern time to discuss the results of the first quarter in more detail. The call can be accessed by dialing 303-205-0066 or by visiting the investor relations page of our web site: www.amkor.com or Thompson CCBNs website, www.companyboardroom.com. An archive of the webcast can be accessed through the same links and will be available until our next quarterly earnings conference call. An audio replay of the call will be available for 48 hours following the conference call by dialing 303-590-3000 passcode: 11029599.
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Amkor is a leading provider of contract semiconductor assembly and test services. The company offers semiconductor companies and electronics OEMs a complete set of microelectronic design and manufacturing services. More information on Amkor is available from the companys SEC filings and on Amkors web site: www.amkor.com.
Forward Looking Statement Disclaimer
This press release contains forward-looking statements within the meaning of federal securities
laws, including, without limitation, statements regarding the following: the pending industry
recovery; the ramp of our wafer level packaging business; the business outlook for Stacked CSP,
System-in-package, MicroLeadFrame®, Chip Scale BGA, Memory Cards, and Test; planned
expansion wafer bumping, probe, assembly and final test; the transfer of IBMs outsourced assembly
and test business; ongoing legal expenses; Amkors financial performance, including expected
revenue, gross margin, and net loss; expected asset utilization, competitive pricing actions, and
absorption of costs associated with recent acquisitions; Amkors positioning for the long term;
budgeted capital expenditure; and the statements contained under Business Outlook. These
forward-looking statements are subject to a number of risks and uncertainties that could affect
future results and cause actual results and events to differ materially from historical and
expected results, including, but not limited to, the following: the highly unpredictable nature of
the semiconductor industry; volatility of consumer demand for products incorporating our
semiconductor packages; weakness in the forecasts of Amkors customers; customer modification of
and follow through with respect to forecasts provided to Amkor; deterioration of the U.S. or other
economies; the highly unpredictable nature of litigation; our relationship with IBM; the
satisfaction of conditions in the agreements entered into in connection with the IBM transaction;
the incurrence of significant additional cost and expense necessary for the increase in Amkors
capacity; worldwide economic effects of terrorist attacks and military conflict; competitive
pricing and declines in average selling prices; timing and volume of orders relative to the
production capacity; fluctuations in manufacturing yields; competition; the risk of adverse results
of litigation against us; dependence on international operations and sales; dependence on raw
material and equipment suppliers; exchange rate fluctuations; dependence on key personnel;
difficulties in managing growth; enforcement of intellectual property rights; environmental
regulations and technological challenges.
Further information on risk factors that could affect the outcome of the events set forth in these statements and that could affect the companys operating results and financial condition is detailed in the companys filings with the Securities and Exchange Commission, including the Report on Form 10-K for the year ended December 31, 2004.
Contact:
Jeffrey Luth
VP Corporate Communications
480-821-5000 ext. 5130
jluth@amkor.com
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Selected operating data for the first quarter of 2005
· | Capital expenditures | $47 million | ||||||||||
Net change in related accounts payable | $20 million | |||||||||||
Purchases of property, plant & equipment | $67 million | |||||||||||
· | Depreciation and amortization | $61 million | ||||||||||
· | Free cash flow * | ($73 million) | ||||||||||
* | Reconciliation of free cash flow to the most directly comparable GAAP measure: | |||||||||||
Net cash used in operating activities | ($6 million) | |||||||||||
Purchases of property, plant & equipment | ($67 million) | |||||||||||
Free cash flow | ($73 million) | |||||||||||
We define free cash flow as net cash (used in) provided by operating activities less purchases of property, plant and equipment. Free cash flow is not defined by generally accepted accounting principles, and our definition of free cash flow may not be comparable to similar companies. | ||||||||||||
· | Capacity utilization, calculated as quarterly revenue divided by revenue generating capacity (RGC) at quarter-end, was approximately 69%. We define RGC as 90% utilization of installed capacity (based on the limiting equipment set on each production line), using quarterly average selling price. | |||||||||||
· | Assembly unit shipments were 1.54 billion, down 1% from Q4 2004. | |||||||||||
· | Percentage of revenue: | |||||||||||
Leadframe packages | 42 | % | ||||||||||
Laminate packages | 44 | % | ||||||||||
Other | 4 | % | ||||||||||
Test | 10 | % |
(tables to follow)
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AMKOR TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
For the Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
Net sales |
$ | 417,481 | $ | 464,646 | ||||
Cost of sales |
374,086 | 352,798 | ||||||
Gross profit |
43,395 | 111,848 | ||||||
Operating expenses: |
||||||||
Selling, general and administrative |
58,492 | 52,178 | ||||||
Research and development |
8,900 | 8,977 | ||||||
Amortization of intangibles |
1,974 | 1,328 | ||||||
Provision for legal settlements |
50,000 | 1,500 | ||||||
Total operating expenses |
119,366 | 63,983 | ||||||
Operating income (loss) |
(75,971 | ) | 47,865 | |||||
Other expense (income): |
||||||||
Interest expense, net |
40,513 | 33,290 | ||||||
Foreign currency exchange loss |
2,232 | 75 | ||||||
Other expense (income), net |
178 | (923 | ) | |||||
Debt retirement expense (1) |
| 2,720 | ||||||
Total other expense (income) |
42,923 | 35,162 | ||||||
Income (loss) before income taxes
and minority interest |
(118,894 | ) | 12,703 | |||||
Minority interest |
1,011 | (358 | ) | |||||
Income (loss) before income taxes |
(117,883 | ) | 12,345 | |||||
Provision for income taxes |
1,187 | 1,435 | ||||||
Net income (loss) |
$ | (119,070 | ) | $ | 10,910 | |||
Per Share Data: |
||||||||
Basic and diluted net income (loss) per common share |
$ | (0.68 | ) | $ | 0.06 | |||
Shares used in computing basic net income (loss) per common share |
175,718 | 174,622 | ||||||
Shares used in computing diluted net income (loss) per common share |
175,718 | 180,202 | ||||||
(1) Debt retirement costs include the following: |
||||||||
Call premium |
$ | | $ | 1,687 | ||||
Unamortized deferred debt acquisition costs |
| 1,033 | ||||||
$ | | $ | 2,720 | |||||
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AMKOR TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
March 31, | December 31, | |||||||
2005 | 2004 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 286,760 | $ | 372,284 | ||||
Accounts receivable: |
||||||||
Trade, net of allowance of $5,115 in 2005 and $5,074 in 2004 |
265,137 | 265,547 | ||||||
Other |
5,912 | 3,948 | ||||||
Inventories, net |
111,638 | 111,616 | ||||||
Other current assets |
33,348 | 32,591 | ||||||
Total current assets |
702,795 | 785,986 | ||||||
Property, plant and equipment, net |
1,372,149 | 1,380,396 | ||||||
Goodwill |
655,858 | 656,052 | ||||||
Intangibles, net |
44,918 | 47,302 | ||||||
Investments |
11,646 | 13,762 | ||||||
Other assets |
78,971 | 81,870 | ||||||
Total assets |
$ | 2,866,337 | $ | 2,965,368 | ||||
Liabilities and Stockholders Equity |
||||||||
Current liabilities: |
||||||||
Bank overdraft |
$ | | $ | 102 | ||||
Short-term borrowings and current portion of long-term debt |
42,245 | 52,147 | ||||||
Trade accounts payable |
201,577 | 211,706 | ||||||
Accrued expenses |
209,666 | 175,075 | ||||||
Total current liabilities |
453,488 | 439,030 | ||||||
Long-term debt |
2,042,411 | 2,040,813 | ||||||
Other non-current liabilities |
117,663 | 109,317 | ||||||
Total liabilities |
2,613,562 | 2,589,160 | ||||||
Minority interest |
5,807 | 6,679 | ||||||
Stockholders equity: |
||||||||
Common stock |
176 | 176 | ||||||
Additional paid-in capital |
1,323,579 | 1,323,579 | ||||||
Accumulated deficit |
(1,088,142 | ) | (969,072 | ) | ||||
Accumulated other comprehensive income |
11,355 | 14,846 | ||||||
Total stockholders equity |
246,968 | 369,529 | ||||||
Total liabilities and stockholders equity |
$ | 2,866,337 | $ | 2,965,368 | ||||
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AMKOR TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | (119,070 | ) | $ | 10,910 | |||
Depreciation and amortization |
60,858 | 52,397 | ||||||
Other non-cash items |
1,382 | 5,262 | ||||||
Changes in assets and liabilities excluding effects of acquisitions (1) |
51,173 | 16,215 | ||||||
Net cash (used in) provided by operating activities |
(5,657 | ) | 84,784 | |||||
Cash flows from investing activities: |
||||||||
Purchases of property, plant and equipment (1) |
(67,497 | ) | (131,297 | ) | ||||
Other investing activities |
156 | 6,454 | ||||||
Net cash used in investing activities |
(67,341 | ) | (124,843 | ) | ||||
Cash flows (used in) provided by financing activities |
(11,816 | ) | 71,752 | |||||
Effect of exchange rate fluctuations on cash and cash equivalents |
(710 | ) | 544 | |||||
Net change in cash and cash equivalents |
(85,524 | ) | 32,237 | |||||
Cash and cash equivalents, beginning of period |
372,284 | 313,259 | ||||||
Cash and cash equivalents, end of period |
$ | 286,760 | $ | 345,496 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid during the period for: |
||||||||
Interest |
$ | 40,170 | $ | 27,519 | ||||
Income taxes |
$ | 2,733 | $ | 11,781 |
Prior to March 31, 2005, the Company did not exclude from capital expenditures reported in the statement of cash flows, capital expenditures that were unpaid and included in accounts payable at each balance sheet date. Thus capital expenditures were reported in the cash flow statement on an accrual basis rather than on a cash basis. This presentation caused an over/understatement of cash flows from investing activities with an equal over/understatement of cash flows from operating activities. For the three months ended March 31, 2004, the non cash amount of capital expenditures was an estimated $39.5 million. The Company has corrected the amounts within the accompanying condensed consolidated cash flow statement for the three months ended March 31, 2004, to reduce net cash provided by operating activities and net cash used in investing activities by $39.5 million, compared with the amounts previously reported. The Company is currently evaluating the impact of the inclusion of these non cash amounts in the cash flow statement on its previously reported financial statements as well as managements assessment of the effectiveness of internal control over financial reporting. The ultimate resolution of this matter will not impact the Companys previously reported balance sheets; statements of operations including its net income (loss), earnings (loss) per share; stockholders equity; or its disclosure of free cash flow.
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