SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
[X]
|
QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2004
or
[ ]
|
TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 000-29472
AMKOR TECHNOLOGY, INC.
| Delaware | 23-1722724 | |
| (State of incorporation) | (I.R.S. Employer Identification Number) |
1345 Enterprise Drive
West Chester, PA 19380
(610) 431-9600
(Address of principal executive offices and zip code)
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 filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ X ] No [ ]
The number of outstanding shares of the registrants Common Stock as of August 2, 2004 was 175,717,875.
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
Net revenues |
$ | 492,536 | $ | 377,947 | $ | 957,182 | $ | 721,078 | ||||||||
Cost of revenues |
397,761 | 303,686 | 750,559 | 600,248 | ||||||||||||
Gross profit |
94,775 | 74,261 | 206,623 | 120,830 | ||||||||||||
Operating expenses: |
||||||||||||||||
Selling, general and administrative |
54,079 | 43,206 | 107,757 | 84,630 | ||||||||||||
Research and development |
9,900 | 7,185 | 18,877 | 14,793 | ||||||||||||
Gain on disposal of fixed assets, net |
(206 | ) | (791 | ) | (198 | ) | (722 | ) | ||||||||
Amortization of acquired intangibles |
1,837 | 2,038 | 3,165 | 4,068 | ||||||||||||
Total operating expenses |
65,610 | 51,638 | 129,601 | 102,769 | ||||||||||||
Operating income |
29,165 | 2,623 | 77,022 | 18,061 | ||||||||||||
Other expense (income): |
||||||||||||||||
Interest expense, net |
36,360 | 36,481 | 69,650 | 72,343 | ||||||||||||
Foreign currency loss (gain) |
2,635 | 737 | 2,710 | (188 | ) | |||||||||||
Other expense (income), net |
(25,345 | ) | 30,737 | (23,556 | ) | 31,966 | ||||||||||
Total other expense |
13,650 | 67,955 | 48,804 | 104,121 | ||||||||||||
Income (loss) before income taxes, equity
investment gains (losses), minority interest
and discontinued operations |
15,515 | (45,332 | ) | 28,218 | (86,060 | ) | ||||||||||
Equity investment gain (loss) |
(10 | ) | 73 | (10 | ) | (3,555 | ) | |||||||||
Minority interest |
3 | (475 | ) | (355 | ) | (326 | ) | |||||||||
Income (loss) from continuing operations before
income taxes |
15,508 | (45,734 | ) | 27,853 | (89,941 | ) | ||||||||||
Provision for income taxes |
5,528 | 5,013 | 6,963 | 836 | ||||||||||||
Income (loss) from continuing operations |
9,980 | (50,747 | ) | 20,890 | (90,777 | ) | ||||||||||
Discontinued operations (see Note 2): |
||||||||||||||||
Income from wafer fabrication services
business, net of tax |
| | | 3,047 | ||||||||||||
Gain on sale of wafer fabrication services
business, net of tax |
| | | 51,519 | ||||||||||||
Income from discontinued operations |
| | | 54,566 | ||||||||||||
Net income (loss) |
$ | 9,980 | $ | (50,747 | ) | $ | 20,890 | $ | (36,211 | ) | ||||||
Per Share Data: |
||||||||||||||||
Basic and diluted income (loss) per common share
from continuing operations |
$ | 0.06 | $ | (0.31 | ) | $ | 0.12 | $ | (0.55 | ) | ||||||
Basic and diluted income per common share from
discontinued operations |
| | | 0.33 | ||||||||||||
Basic and diluted net income (loss) per common
share |
$ | 0.06 | $ | (0.31 | ) | $ | 0.12 | $ | (0.22 | ) | ||||||
Shares used in computing basic income (loss)
per common share |
175,304 | 165,852 | 174,961 | 165,504 | ||||||||||||
Shares used in computing diluted income (loss)
per common share |
175,872 | 165,852 | 178,028 | 165,504 | ||||||||||||
The accompanying notes are an integral part of these statements.
2
AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
| June 30, | December 31, | |||||||
| 2004 |
2003 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 294,595 | $ | 313,259 | ||||
Accounts receivable: |
||||||||
Trade, net of allowance of $5,299 in 2004 and $6,514 in 2003 |
270,769 | 310,096 | ||||||
Other |
5,992 | 4,413 | ||||||
Inventories |
120,061 | 92,439 | ||||||
Other current assets |
37,027 | 49,606 | ||||||
Total current assets |
728,444 | 769,813 | ||||||
Property, plant and equipment, net |
1,329,112 | 1,007,648 | ||||||
Investments |
13,919 | 51,181 | ||||||
Other assets: |
||||||||
Goodwill |
626,017 | 629,850 | ||||||
Acquired intangibles |
43,369 | 37,730 | ||||||
Other |
76,665 | 67,697 | ||||||
| 746,051 | 735,277 | |||||||
Total assets |
$ | 2,817,526 | $ | 2,563,919 | ||||
Liabilities and Stockholders Equity |
||||||||
Current liabilities: |
||||||||
Bank overdraft |
$ | | $ | 2,690 | ||||
Short-term borrowings and current portion of long-term debt |
143,693 | 28,665 | ||||||
Trade accounts payable |
264,019 | 230,396 | ||||||
Accrued expenses |
164,674 | 170,145 | ||||||
Total current liabilities |
572,386 | 431,896 | ||||||
Long-term debt |
1,733,114 | 1,650,707 | ||||||
Other noncurrent liabilities |
91,168 | 78,974 | ||||||
Total liabilities |
2,396,668 | 2,161,577 | ||||||
Commitments and contingencies |
||||||||
Minority interest |
1,561 | 1,338 | ||||||
Stockholders equity: |
||||||||
Preferred stock, $0.001 par value, 10,000 shares authorized
designated Series A, none issued |
| | ||||||
Common stock, $0.001 par value, 500,000 shares authorized
issued and outstanding of 175,700 in 2004 and 174,508 in 2003 |
176 | 175 | ||||||
Additional paid-in capital |
1,322,889 | 1,317,164 | ||||||
Accumulated deficit |
(910,646 | ) | (931,536 | ) | ||||
Accumulated other comprehensive income |
6,878 | 15,201 | ||||||
Total stockholders equity |
419,297 | 401,004 | ||||||
Total liabilities and stockholders equity |
$ | 2,817,526 | $ | 2,563,919 | ||||
The accompanying notes are an integral part of these statements.
3
AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(Unaudited)
(In thousands)
| Accumulated | ||||||||||||||||||||||||||||||||
| Receivable | Other | Comprehensive | ||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Accumulated | From | Comprehensive | Income | |||||||||||||||||||||||||||
| Shares |
Amount |
Capital |
Deficit |
Stockholders |
Income (Loss) |
Total |
(Loss) |
|||||||||||||||||||||||||
Balance at December 31, 2002 |
165,156 | $ | 166 | $ | 1,170,227 | $ | (933,734 | ) | $ | (2,887 | ) | $ | (2,405 | ) | $ | 231,367 | ||||||||||||||||
Net loss |
| | | (36,211 | ) | | | (36,211 | ) | $ | (36,211 | ) | ||||||||||||||||||||
Unrealized gain on investments,
net of tax |
| | | | | 12,956 | 12,956 | 12,956 | ||||||||||||||||||||||||
Cumulative translation adjustment |
| | | | | 1,058 | 1,058 | 1,058 | ||||||||||||||||||||||||
Comprehensive income |
$ | (22,197 | ) | |||||||||||||||||||||||||||||
Issuance of stock through stock
compensation plans |
1,093 | 1 | 4,107 | | | | 4,108 | |||||||||||||||||||||||||
Balance at June 30, 2003 |
166,249 | $ | 167 | $ | 1,174,334 | $ | (969,945 | ) | $ | (2,887 | ) | $ | 11,609 | $ | 213,278 | |||||||||||||||||
Balance at December 31, 2003 |
174,508 | $ | 175 | $ | 1,317,164 | $ | (931,536 | ) | $ | | $ | 15,201 | $ | 401,004 | ||||||||||||||||||
Net income |
| | | 20,890 | | | 20,890 | $ | 20,890 | |||||||||||||||||||||||
Change in unrealized gain on investments,
net of tax |
| | | | | (9,439 | ) | (9,439 | ) | (9,439 | ) | |||||||||||||||||||||
Cumulative translation adjustment |
| | | | | 1,116 | 1,116 | 1,116 | ||||||||||||||||||||||||
Comprehensive income |
$ | 12,567 | ||||||||||||||||||||||||||||||
Issuance of stock through stock
compensation plans |
1,192 | 1 | 5,725 | | | | 5,726 | |||||||||||||||||||||||||
Balance at June 30, 2004 |
175,700 | $ | 176 | $ | 1,322,889 | $ | (910,646 | ) | $ | | $ | 6,878 | $ | 419,297 | ||||||||||||||||||
The accompanying notes are an integral part of these statements.
4
AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| For the Six Months Ended | ||||||||
| June 30, |
||||||||
| 2004 |
2003 |
|||||||
Cash flows from continuing operating activities: |
||||||||
Income (loss) from continuing operations |
$ | 20,890 | $ | (90,777 | ) | |||
Adjustments
to reconcile income (loss) from continuing operations
to net cash provided by operating activities |
||||||||
Depreciation and amortization |
110,661 | 112,700 | ||||||
Amortization of deferred debt issuance costs and discounts |
4,839 | 12,896 | ||||||
Provision for excess and obsolete inventory |
3,546 | 2,657 | ||||||
Deferred income taxes |
(362 | ) | 762 | |||||
Equity in loss of investees |
10 | 3,555 | ||||||
Other (gains) losses, net |
(25,177 | ) | 1,386 | |||||
Loss on debt redemption premium payment |
1,687 | 19,656 | ||||||
Minority interest |
355 | 326 | ||||||
Changes in assets and liabilities excluding effects of acquisition |
||||||||
Accounts receivable |
39,714 | (6,907 | ) | |||||
Other receivables |
(1,617 | ) | 2,865 | |||||
Inventories |
(31,185 | ) | (7,880 | ) | ||||
Other current assets |
(6,036 | ) | 888 | |||||
Other non-current assets |
(9,237 | ) | 5,787 | |||||
Accounts payable |
34,530 | (846 | ) | |||||
Accrued expenses |
6,130 | (9,107 | ) | |||||
Other long-term liabilities |
11,409 | 6,147 | ||||||
Net cash provided by operating
activities |
160,157 | 54,108 | ||||||
Cash flows from continuing investing activities: |
||||||||
Purchases of property, plant and equipment |
(294,657 | ) | (84,581 | ) | ||||
Acquisition, net of cash acquired |
(33,963 | ) | | |||||
Proceeds from the sale of property, plant and equipment and other |
4,995 | 1,695 | ||||||
Proceeds from the sale of investments |
49,409 | 25,094 | ||||||
Purchase of investments |
| (6,777 | ) | |||||
Proceeds from note receivable |
18,627 | | ||||||
Net cash used in investing activities |
(255,589 | ) | (64,569 | ) | ||||
Cash flows from continuing financing activities: |
||||||||
Net change in bank overdrafts and short-term borrowings |
(3,790 | ) | (1,923 | ) | ||||
Net proceeds from issuance of long-term debt |
247,930 | 585,013 | ||||||
Payments of long-term debt, including redemption premium payment |
(172,721 | ) | (555,736 | ) | ||||
Proceeds from issuance of stock through stock compensation plans |
5,726 | 4,108 | ||||||
Net cash provided by financing activities |
77,145 | 31,462 | ||||||
Effect of exchange rate fluctuations on cash and cash equivalents related to continuing operations |
(488 | ) | 481 | |||||
Cash flows from discontinued operations: |
||||||||
Net cash provided by operating activities |
111 | 11,161 | ||||||
Net cash provided by investing activities |
| 2,412 | ||||||
Net cash used in financing activities |
| | ||||||
Net cash provided by discontinued operations |
111 | 13,573 | ||||||
Net (decrease) increase in cash and cash equivalents |
(18,664 | ) | 35,055 | |||||
Cash and cash equivalents, beginning of period |
313,259 | 311,249 | ||||||
Cash and cash equivalents, end of period |
$ | 294,595 | $ | 346,304 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid during the period for: |
||||||||
Interest |
$ | 61,602 | $ | 75,764 | ||||
Income taxes |
$ | 14,451 | $ | 4,523 | ||||
The accompanying notes are an integral part of these statements.
5
AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Interim Financial Statements
Basis of Presentation. The consolidated financial statements and related disclosures as of June 30, 2004 and for the three and six months ended June 30, 2004 and 2003 are unaudited, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the results for the interim periods. These financial statements should be read in conjunction with our latest annual report as of December 31, 2003 filed on Form 10-K with the Securities and Exchange Commission. The results of operations for the three and six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year. Certain previously reported amounts have been reclassified to conform with the current presentation.
Risks and Uncertainties. Our future results of operations involve a number of risks and uncertainties. Factors that could affect future results and cause actual results to vary materially from historical results include, but are not limited to, dependence on the highly cyclical nature of the semiconductor industry, fluctuation in operating results, the decline in average selling prices, our high leverage, the absence of significant backlog in our business, our dependence on international operations and sales, difficulties integrating acquisitions, our dependence on materials and equipment suppliers, capital expenditure requirements, the increased litigation incident to our business, rapid technological change, competition, our need to comply with existing and future environmental regulations, the enforcement of intellectual property rights by or against us, continued control by existing stockholders and stock price volatility.
Consolidation of Variable Interest Entities. We have variable interests in certain Philippine realty corporations in which we have a 40% ownership and from whom we lease land and buildings in the Philippines. Beginning July 1, 2003, in accordance with FIN 46, we consolidated these Philippine realty corporations within our financial statements and have elected not to restate prior periods. There was no net effect to our consolidated statements of income as a result of the consolidation of the Philippine realty corporations as these entities were previously accounted for as equity investments with our proportionate share of gains and losses recorded in our historical consolidated statements of income. The creditors of the Philippine realty corporations have no recourse to the general credit of Amkor Technology, Inc., the primary beneficiary of these variable interest entities.
Recent Accounting Pronouncements. In December 2003, the FASB issued SFAS No. 132 (revised 2003), Employers Disclosures about Pensions and Other Postretirement Benefits. This statement requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement plans. The statement does not change the measurement or recognition of pension plans and other postretirement benefit plans. For our plans, the new disclosures were effective for interim periods ending after December 15, 2003. The adoption of SFAS No. 132 (revised 2003) did not have a material effect on our financial position, results of operations, or cash flows.
Stock Compensation. We apply Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations, to our stock option plans. No compensation expense has been recognized for our employee stock options that have been granted. If compensation costs for our stock option plans had been determined using the fair value method of accounting as set forth in SFAS No. 123, Accounting for Stock-Based Compensation, our reported net income (loss) and per share amounts would have been decreased (increased).
The following table illustrates the effect on net income (loss) and per share amounts as if the fair value based method had been applied to all outstanding and unvested awards in each period.
6
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| (In thousands, except per share data) | ||||||||||||||||
Net income (loss): |
||||||||||||||||
Net income (loss), as reported |
$ | 9,980 | $ | (50,747 | ) | $ | 20,890 | $ | (36,211 | ) | ||||||
Deduct: Total stock-based employee
compensation determined under fair value
based method |
7,700 | 7,066 | 15,457 | 14,325 | ||||||||||||
Pro forma net income (loss) |
$ | 2,280 | $ | (57,813 | ) | $ | 5,433 | $ | (50,536 | ) | ||||||
Income (loss) per share: |
||||||||||||||||
Basic and diluted: |
||||||||||||||||
As reported |
$ | 0.06 | $ | (0.31 | ) | $ | 0.12 | $ | (0.22 | ) | ||||||
Pro forma |
$ | 0.01 | $ | (0.35 | ) | $ | 0.03 | $ | (0.31 | ) | ||||||
In order to calculate the fair value of stock options at date of grant, we used the Black-Scholes option pricing model. The following assumptions were used to calculate weighted average fair values of the options granted:
| For the Three and Six Months Ended June 30, |
||||||||
| 2004 |
2003 |
|||||||
Expected life (in years) |
4 | 4 | ||||||
Risk-free interest rate |
3.6 | % | 2.1 | % | ||||
Volatility |
87 | % | 53 | % | ||||
Dividend yield |
| | ||||||
2. Discontinued Operations
On February 28, 2003, we sold our wafer fabrication services business to ASI. Additionally, we obtained a release from Texas Instruments regarding our contractual obligations with respect to wafer fabrication services to be performed subsequent to the transfer of the business to ASI. Beginning with the first quarter of 2003, we reflect our wafer fabrication services segment as a discontinued operation and have restated our historical results. In connection with the disposition of our wafer fabrication business, we recorded, during the three months ended March 31, 2003, $1.0 million in severance and other exit costs to close our wafer fabrication services operations in Boise, Idaho and Lyon, France. Also, during the three months ended March 31, 2003 we recognized a pre-tax gain on the disposition of our wafer fabrication services business of $58.6 million ($51.5 million, net of tax), which is reflected in income from discontinued operations. The carrying value of the sold net assets associated with the business as of February 28, 2003 was $2.4 million. Assets of our discontinued operations at December 31, 2003 included $0.1 million of accounts receivable.
A summary of the results from discontinued operations for both the three and six months ended June 30, 2003 are as follows:
| (In thousands) | ||||
Net sales |
$ | 34,636 | ||
Gross profit |
3,451 | |||
Operating income |
3,455 | |||
Gain on sale of wafer fabrication services business |
58,600 | |||
Interest |
| |||
Other (income) expense |
(11 | ) | ||
Tax expense ($7.1 million associated with gain on sale of the business in 2003) |
7,500 | |||
Net income from discontinued operations |
$ | 54,566 | ||
7
3. Acquisitions
Acquisition of Minority Interest in Amkor Iwate Corporation
In January 2004, we acquired the remaining 40% ownership interest in Amkor Iwate Corporation (AIC) from Toshiba for $12.9 million, bringing our total ownership percentage to 100%. AIC provides packaging and test services principally to Toshibas Iwate factory under a long-term supply agreement, which terminates in January 2006. The difference between the purchase price of $12.9 million and the carrying value of the minority interest liability of $11.9 million was recorded as an adjustment to the carrying values of the assets and liabilities of AIC. This step acquisition adjustment was recorded based on the proportion of the minority interest acquired as follows:
| (In millions) | ||||
Reduction of minority interest liability |
$ | 11.9 | ||
Property, plant and equipment |
2.4 | |||
Acquired intangible assets |
3.3 | |||
Adjustment to previously existing goodwill |
(4.1 | ) | ||
Deferred tax liability |
(0.6 | ) | ||
Cash paid for minority interest acquisition |
||||