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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 000-29472
AMKOR TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE
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 registrant's Common
Stock as of July 31, 2003 was 166,654,760.
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PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2003 2002 2003 2002
--------- ---------- --------- ----------
(UNAUDITED) (UNAUDITED)
Net revenues...................................................... $ 377,947 $ 350,471 $ 721,078 $ 639,426
Cost of revenues.................................................. 303,686 344,026 600,248 652,504
--------- --------- --------- ---------
Gross profit (loss)............................................... 74,261 6,445 120,830 (13,078)
--------- --------- --------- ---------
Operating expenses:
Selling, general and administrative......................... 44,261 46,981 86,805 92,521
Research and development.................................... 6,130 8,769 12,618 16,913
Loss (gain) on disposal of fixed assets, net................ (791) 1,438 (722) 3,112
Amortization of acquired intangibles........................ 2,038 1,743 4,068 2,995
Special charges............................................. -- 268,166 -- 268,166
--------- --------- --------- ---------
Total operating expenses.............................. 51,638 327,097 102,769 383,707
--------- --------- --------- ---------
Operating income (loss)........................................... 22,623 (320,652) 18,061 (396,785)
--------- --------- --------- ---------
Other expense (income):
Interest expense, net....................................... 47,386 37,434 83,248 73,619
Foreign currency loss (gain)................................ 737 704 (188) 2,702
Other expense (income), net................................. 19,832 (509) 21,061 (1,007)
--------- --------- --------- ---------
Total other expense................................... 67,955 37,629 104,121 75,314
--------- --------- --------- ---------
Loss before income taxes, equity investment losses,
minority interest and discontinued operations (45,332) (358,281) (86,060) (472,099)
Equity investment losses (gains) (see Note 12).................... 73 (53,071) (3,555) (151,741)
Minority interest loss............................................ (475) (908) (326) (2,661)
--------- --------- --------- ---------
Loss from continuing operations before income taxes............... (45,734) (412,260) (89,941) (626,501)
--------- ---------- --------- ----------
Income tax provision (benefit).................................... 5,013 (26,709) 836 (50,813)
--------- --------- --------- ---------
Loss from continuing operations................................... (50,747) (385,551) (90,777) (575,688)
--------- --------- --------- ---------
Discontinued operations (see Note 3):
Income from wafer fabrication services
business, net of tax........................................... -- 2,023 3,047 4,352
Gain on sale of wafer fabrication services
business, net of tax........................................... -- -- 51,519 --
--------- --------- --------- ---------
Income from discontinued operations............................... -- 2,023 54,566 4,352
--------- --------- --------- ---------
Net loss.......................................................... $ (50,747) $(383,528) $ (36,211) $(571,336)
========= ========= ========= =========
Per Share Data:
Basic and diluted loss per common share from
continuing operations.......................................... $ (0.31) $ (2.34) $ (0.55) $ (3.52)
Basic and diluted income per common share from
discontinued operations........................................ -- 0.01 0.33 0.03
--------- --------- --------- ---------
Basic and diluted net loss per common share....................... $ (0.31) $ (2.33) $ (0.22) $ (3.49)
========= ========= ========= =========
Shares used in computing basic and diluted
net loss per common share...................................... 165,852 164,281 165,504 163,529
========= ========= ========= =========
The accompanying notes are an integral part of these statements.
2
AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
JUNE 30, DECEMBER 31,
2003 2002
------------ ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents................................................. $ 346,304 $ 311,249
Accounts receivable:
Trade, net of allowance of $6,931 in 2003 and $7,122 in 2002........ 240,421 234,056
Due from affiliates................................................. 136 298
Other............................................................... 5,369 8,234
Inventories............................................................... 77,397 72,121
Other current assets...................................................... 61,586 48,661
----------- -----------
Total current assets.......................................... 731,213 674,619
----------- -----------
Property, plant and equipment, net.............................................. 942,087 966,338
----------- -----------
Investments..................................................................... 72,238 83,235
----------- -----------
Other assets:
Due from affiliates....................................................... 19,852 20,852
Goodwill.................................................................. 628,322 628,099
Acquired intangibles...................................................... 41,099 45,033
Other..................................................................... 88,162 114,178
Assets of discontinued operations (see Note 3)............................ 307 25,630
----------- -----------
777,742 833,792
----------- -----------
Total assets.................................................. $ 2,523,280 $ 2,557,984
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft............................................................ $ 6,740 $ 4,633
Short-term borrowings and current portion of long-term debt............... 49,118 71,023
Trade accounts payable.................................................... 181,238 180,999
Due to affiliates......................................................... 3,810 70,243
Accrued expenses.......................................................... 172,425 184,223
----------- -----------
Total current liabilities..................................... 413,331 511,121
Long-term debt.................................................................. 1,814,811 1,737,690
Other noncurrent liabilities.................................................... 71,389 67,661
----------- -----------
Total liabilities............................................. 2,299,531 2,316,472
----------- -----------
Minority interest............................................................... 10,471 10,145
----------- -----------
Commitments and contingencies
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 166,249 in 2003 and 165,156 in 2002....... 167 166
Additional paid-in capital................................................ 1,174,334 1,170,227
Accumulated deficit....................................................... (969,945) (933,734)
Receivable from stockholders.............................................. (2,887) (2,887)
Accumulated other comprehensive income (loss)............................. 11,609 (2,405)
----------- -----------
Total stockholders' equity.................................... 213,278 231,367
----------- -----------
Total liabilities and stockholders' equity.................... $ 2,523,280 $ 2,557,984
=========== ===========
The accompanying notes are an integral part of these statements.
3
AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(IN THOUSANDS)
ACCUMULATED
OTHER
RECEIVABLE COMPREHENSIVE
COMMON STOCK PAID-IN ACCUMULATED FROM INCOME
SHARES AMOUNT CAPITAL DEFICIT STOCKHOLDERS (LOSS)
------ ------ ------- ------- ------------ ------
Balance at December 31, 2001...................... 161,782 $ 162 $ 1,123,541 $ (106,975) $ (3,276) $ (4,735)
Net loss....................................... -- -- -- (571,336) -- --
Unrealized loss on investments,
net of tax.................................. -- -- -- -- -- (6)
Cumulative translation adjustment.............. -- -- -- -- -- 8,431
Comprehensive loss.............................
Issuance of stock for acquisitions............ 1,827 2 35,200 -- -- --
Issuance of stock through employee
stock purchase plan and stock options....... 880 1 9,480 -- -- --
------- ----- ----------- ---------- -------- --------
Balance at June 30, 2002.......................... 164,489 $ 165 $ 1,168,221 $ (678,311) $ (3,276) $ 3,690
======= ===== =========== ========== ======== ========
Balance at December 31, 2002...................... 165,156 $ 166 $ 1,170,227 $ (933,734) $ (2,887) $ (2,405)
Net loss....................................... -- -- -- (36,211) -- --
Unrealized gain on investments,
net of tax.................................. -- -- -- -- -- 12,956
Cumulative translation adjustment.............. -- -- -- -- -- 1,058
Comprehensive income...........................
Issuance of stock through employee
stock purchase plan and stock options....... 1,093 1 4,107 -- -- --
------- ----- ----------- ---------- -------- --------
Balance at June 30, 2003.......................... 166,249 $ 167 $ 1,174,334 $ (969,945) $ (2,887) $ 11,609
======= ===== =========== ========== ======== ========
COMPREHENSIVE
INCOME
TOTAL (LOSS)
----- ------
Balance at December 31, 2001...................... $ 1,008,717
Net loss....................................... (571,336) $ (571,336)
Unrealized loss on investments,
net of tax.................................. (6) (6)
Cumulative translation adjustment.............. 8,431 8,431
----------
Comprehensive loss............................. $ (562,911)
==========
Issuance of stock for acquisitions............ 35,202
Issuance of stock through employee
stock purchase plan and stock options....... 9,481
-----------
Balance at June 30, 2002.......................... $ 490,489
===========
Balance at December 31, 2002...................... $ 231,367
Net loss....................................... (36,211) $ (36,211)
Unrealized gain on investments,
net of tax.................................. 12,956 12,956
Cumulative translation adjustment.............. 1,058 1,058
----------
Comprehensive income........................... $ (22,197)
==========
Issuance of stock through employee
stock purchase plan and stock options....... 4,108
-----------
Balance at June 30, 2003.......................... $ 213,278
===========
The accompanying notes are an integral part of these statements.
4
AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE SIX MONTHS ENDED
JUNE 30,
---------------------------
2003 2002
----------- -----------
(UNAUDITED)
Cash flows from continuing operating activities:
Loss from continuing operations.................................................................... $ (90,777) $ (575,688)
Adjustments to reconcile loss from continuing operations
to net cash provided by operating activities--
Depreciation and amortization................................................................... 112,700 188,060
Special charges................................................................................. -- 268,166
Amortization of deferred debt issuance costs.................................................... 12,896 4,115
Provision for accounts receivable............................................................... -- (186)
Provision for excess and obsolete inventory..................................................... 2,657 (2,245)
Deferred income taxes........................................................................... 762 (42,509)
Equity in loss of investees..................................................................... 3,555 12,205
Loss on impairment of equity investment......................................................... -- 139,536
Loss on available for sale investment........................................................... 884 --
Loss (gain) on disposal of fixed assets, net.................................................... (722) 3,112
Loss on derivative instruments.................................................................. 1,224 --
Debt redemption premium payment................................................................. 19,656 --
Minority interest............................................................................... 326 2,661
Changes in assets and liabilities excluding effects of acquisitions--
Accounts receivable............................................................................. (6,039) (29,341)
Other receivables............................................................................... 2,865 (283)
Inventories..................................................................................... (7,880) (3,215)
Due to/from affiliates, net..................................................................... (782) 391
Other current assets............................................................................ 888 (3,500)
Other non-current assets........................................................................ 5,787 2,800
Accounts payable................................................................................ (64) 23,180
Accrued expenses................................................................................ (9,975) 8,664
Other long-term liabilities..................................................................... 6,147 5,449
---------- ----------
Net cash provided by operating activities.................................................... 54,108 1,372
---------- ----------
Cash flows from continuing investing activities:
Purchases of property, plant and equipment......................................................... (84,581) (51,299)
Acquisitions, net of cash acquired................................................................. -- (10,797)
Proceeds from the sale of property, plant and equipment............................................ 1,695 1,243
Proceeds from the sale (purchase) of investments, net.............................................. 18,317 (132)
---------- ----------
Net cash used in investing activities........................................................ (64,569) (60,985)
---------- ----------
Cash flows from continuing financing activities:
Net change in bank overdrafts and short-term borrowings............................................ 2,107 3,438
Net proceeds from issuance of long-term debt....................................................... 585,013 --
Payments of long-term debt, including redemption premium payment................................... (559,766) (9,740)
Proceeds from issuance of stock through employee stock
purchase plan and stock options................................................................. 4,108 9,481
---------- ----------
Net cash provided by financing activities.................................................... 31,462 3,179
---------- ----------
Effect of exchange rate fluctuations on cash and cash equivalents related to continuing operations.... 481 2,459
---------- ----------
Cash flows from discontinued operations:
Net cash provided by operating activities.......................................................... 11,161 16,551
Net cash provided by (used in) investing activities................................................ 2,412 (24)
Net cash used in financing activities.............................................................. -- (671)
---------- ----------
Net cash provided by discontinued operations................................................. 13,573 15,856
---------- ----------
Net increase (decrease) in cash and cash equivalents.................................................. 35,055 (38,119)
Cash and cash equivalents, beginning of period........................................................ 311,249 200,057
---------- ----------
Cash and cash equivalents, end of period.............................................................. $ 346,304 $ 161,938
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest........................................................................................ $ 75,764 $ 71,516
Income taxes.................................................................................... $ 4,523 $ 2,700
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, 2003 and for the three and six months ended
June 30, 2003 and 2002 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, 2002 filed on Form 10-K, as amended,
with the Securities and Exchange Commission. The results of operations for the
three and six months ended June 30, 2003 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 operating
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 and the restrictive covenants contained in the
agreements governing our indebtedness, our investment in ASI, 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, 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, stock price
volatility and economic uncertainty resulting from terrorist activities.
Recent Accounting Pronouncements. In January 2003, the FASB issued FIN
No. 46, "Consolidation of Variable Interest Entities." The primary objective of
FIN No. 46 is to provide guidance on the identification of, and financial
reporting for, entities over which control is achieved through means other than
voting rights; such entities are known as variable interest entities. FIN No. 46
requires variable interest entities to be consolidated by the primary
beneficiary of the variable interest entities and expands disclosure
requirements for both variable interest entities that are consolidated as well
as those within which an enterprise holds a significant variable interest. FIN
No. 46 became effective for all variable interest entities created after January
31, 2003, and will be effective no later than the beginning of the first interim
or annual reporting period beginning after June 15, 2003 for all variable
interest entities created prior to February 1, 2003.
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. The assets and liabilities of these Philippine realty corporations
are not currently consolidated within our financial statements. As of June 30,
2003, the combined book value of the assets and liabilities associated with
these Philippine realty corporations were $22.6 million and $24.6 million,
respectively. Our maximum exposure related to these variable interest entities
is limited by our investments and loans to these entities of $23.5 million at
June 30, 2003.
In addition to our interests in the Philippine realty corporations, we
are currently reviewing our interest in Acqutek Semiconductor & Technology, Ltd.
("Acqutek"), which existed prior to February 1, 2003, to determine whether this
entity would be a variable interest entity. Acqutek supplies materials to the
semiconductor industry and is a publicly traded company in Korea. Total revenues
and net loss of Acqutek for the six months ended June 30, 2003 were $7.3 million
and $0.3 million, respectively. Acqutek's total assets and liabilities as of
June 30, 2003 were $31.4 million and $12.7 million, respectively. The financial
information of Acqutek is unaudited and is based on generally accepted
accounting principles in the Republic of Korea. Our maximum exposure is limited
to our investment in Acqutek of $1.0 million (see Note 12).
In January 2003, the Emerging Issues Task Force issued Issue No. 00-21
"Revenue Arrangements with Multiple Deliverables." Issue No. 00-21 primarily
addresses certain aspects of the accounting by a vendor for arrangements under
which it will perform multiple revenue-generating activities. Specifically, it
addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting. In applying Issue No.
00-21, separate contracts with the same entity or related parties that are
entered into at or near the same time are presumed to have been negotiated as a
package and should, therefore, be evaluated as a single arrangement in
considering whether there are one or more units of accounting. That presumption
may be overcome if there is sufficient evidence to the contrary. Issue No. 00-21
also addresses how arrangement consideration should be measured and allocated to
the separate units of accounting in the arrangement. The provisions of Issue No.
00-21 are effective for revenue arrangements entered into in fiscal periods
beginning after June 15, 2003. We are currently evaluating the impact this
statement will have on our financial position and
6
results of operations.
2. STOCK COMPENSATION
We apply Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations, to our
stock based plans. No compensation expense has been recognized related to our
employee stock based plans. If compensation costs for our stock based 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 loss and
loss per share would have been increased.
The following table illustrates the effect on net loss and loss per
share as if the fair value based method had been applied to all outstanding and
unvested awards in each period.
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ------------------------
2003 2002 2003 2002
---------- ----------- ---------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net loss:
Net loss, as reported.......................... $ (50,747) $ (383,528) $ (36,211) $ (571,336)
Deduct: Total stock-based employee
compensation determined under fair value
based method................................ 7,066 10,588 14,325 20,662
--------- ---------- --------- ----------
Pro forma net loss $ (57,813) $ (394,116) $ (50,536) $ (591,998)
========= ========== ========= ==========
Loss per share:
Basic and diluted:
As reported................................. $ (0.31) $ (2.33) $ (0.22) $ (3.49)
Pro forma................................... $ (0.35) $ (2.40) $ (0.31) $ (3.62)
For the pro forma net loss, there was no offsetting impact to our tax
provision related to the pro forma Black-Scholes stock option expense because of
our consolidated net losses in 2003 and 2002 and our recognition of a valuation
allowance against the associated net operating loss carryforwards.
On November 8, 2002, we initiated a voluntary stock option replacement
program such that employees and members of our board of directors could elect to
surrender their existing options and be granted new options no earlier than six
months and one day after the tendered options were cancelled. Pursuant to the
terms and conditions of the offer to exchange, a total of 1,633 eligible
employees participated. On June 16, 2003, we granted 6,978,563 shares of our
common stock under the 1998 Plan and 35,000 shares of our common stock under the
Director's Plan for the options tendered by eligible employees and members of
our board of directors and accepted by our company. For options that were
previously granted under the 1998 French Plan and were surrendered pursuant to
this program, we granted an additional 248,200 replacement options under the
1998 Plan. We have issued new option grants equal to the same number of shares
surrendered by the employees. The exercise price of the new options was $10.79,
which was equal to the fair market value of our stock price on the date of
grant. The vesting term of these new options are similar to the tendered options
except the new options contain an additional one-year vesting period prior to
any options becoming exercisable.
3. DISCONTINUED OPERATIONS
On February 28, 2003, we sold our wafer fabrication services business
to Anam Semiconductor, Inc. ("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, during the first quarter of 2003 we recorded $1.0 million in severance
and other exit costs to close our wafer fabrication services operations in
Boise, Idaho and Lyon, France. Also in the first quarter of 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.
A summary of the results from discontinued operations for the six months ended
June 30, 2003 and 2002 are as follows:
7
FOR THE SIX MONTHS ENDED
JUNE 30,
------------------------
2003 2002
--------- ---------
(IN THOUSANDS)
Net sales........................................................................ $ 34,636 $ 120,099
Gross profit..................................................................... 3,451 11,988
Operating income................................................................. 3,455 7,215
Gain on sale of wafer fabrication services business.............................. 58,600 --
Other (income) expense........................................................... (11) 41
Tax expense ($7.1 million associated with gain on sale of the business in 2003).. 7,500 2,822
Net income from discontinued operations.......................................... 54,566 4,352
A summary of the assets of our discontinued operations are as follows:
JUNE 30, DECEMBER 31,
2003 2002
-------- ------------
(IN THOUSANDS)
Accounts receivable..................................................... $ 307 $ 23,025
Property, plant and equipment, net of accumulated depreciation of
$8.4 million at December 31, 2002.................................. -- 2,605
----- --------
$ 307 $ 25,630
===== ========
4. SPECIAL CHARGES
Special charges consist of the following:
FOR THE THREE AND
SIX MONTHS ENDED
JUNE 2002
-----------------
(IN THOUSANDS)
Impairment of long-lived assets (Note 6)............ $ 190,266
Impairment of goodwill (Note 5)..................... 73,080
Lease termination and other exit costs (Note 14).... 4,820
----------
$ 268,166
==========
5. SFAS NO. 141, BUSINESS COMBINATIONS AND SFAS NO. 142, GOODWILL AND
OTHER INTANGIBLE ASSETS
In June 2001, the FASB issued SFAS No. 141, Business Combinations,
which prohibits the pooling-of-interests method of accounting for business
combinations initiated after June 30, 2001 and addresses the accounting for
purchase method business combinations completed after June 30, 2001. Also in
June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets.
For existing acquisitions, the provisions of SFAS No. 142 were effective as of
January 1, 2002 and are generally effective for business combinations initiated
after June 30, 2001. SFAS No. 142 includes provisions regarding the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles, the
cessation of amortization related to goodwill and indefinite-lived intangibles,
and the testing for impairment of goodwill and other intangibles annually or
more frequently if circumstances warrant. Additionally, SFAS No. 142 requires
that within six months of adoption of SFAS No. 142, goodwill be tested for
impairment at the reporting unit level as of the date of adoption.
We adopted SFAS No. 142 as of January 1, 2002 and we reclassified $30.0
million of intangible assets previously identified as an assembled workforce
intangible to goodwill. Additionally at adoption of SFAS No. 142, we stopped
amortizing goodwill of $659.1 million, as well as goodwill of $118.6 million
associated with our investment in ASI previously accounted for under the equity
method of accounting.
As of the adoption date of the standard, we reassessed the useful lives
of our identified intangibles and found them to be appropriate. Goodwill and
other intangible assets were attributable to two reporting units, packaging and
test services. Goodwill was allocated to each reporting unit proportionate to
the acquired packaging and test assets. We completed the initial impairment test
during the second quarter of 2002. Based on the comparison of the fair value of
the
8
reporting units with their respective carrying values each as of January 1,
2002, we concluded that goodwill associated with our packaging and test services
reporting units was not impaired as of adoption. An appraisal firm was engaged
to assist in the determination of the fair value of our reporting units. The
determination of fair value was based on projected cash flows.
SFAS No. 142 provides that goodwill of a reporting unit be tested for
impairment on an annual basis and between annual tests in certain circumstances,
including when a significant adverse change in the business climate occurs and
when long-lived assets are tested for recoverability. Our test services assets
and several packaging services assets remained at low utilization rates during
the second quarter of 2002 and as of such date, were no longer expected to reach
previously anticipated utilization levels. As discussed in Note 6, we tested the
recoverability of such assets as of June 30, 2002 and concluded that a portion
of those assets was impaired. Accordingly, we retested goodwill for impairment
as of June 30, 2002, and concluded that the carrying value of the assets and
liabilities associated with the test services reporting unit exceeded its fair
value. As of June 30, 2002, we recognized a $73.1 million goodwill impairment
charge. Such impairment charge was measured by comparing the implied fair value
of the goodwill associated with the test services reporting unit to its carrying
value. An appraisal firm was engaged to assist in the determination of the fair
value of our reporting units in 2002. The determination of fair value was based
on projected cash flows. During the second quarter of 2003, we performed our
annual review of goodwill for impairment. Based on our review, we concluded that
goodwill, as of June 30, 2003, was not impaired.
The changes in the carrying value of goodwill by reporting unit are as follows:
PACKAGING TEST
SERVICES SERVICES TOTAL
--------- -------- ---------
(IN THOUSANDS)
Balance as of January 1, 2003... $ 628,099 $ -- $ 628,099
Translation adjustments......... 223 -- 223
--------- --------- ---------
Balance as of June 30, 2003..... $ 628,322 $ -- $ 628,322
========= ========= =========
Balance as of January 1, 2002... $ 586,344 $ 72,786 $ 659,130
Goodwill acquired............... 35,202 -- 35,202
Goodwill impairment............. -- (73,080) (73,080)
Translation adjustments......... 2,501 294 2,795
--------- --------- ---------
Balance as of June 30, 2002..... $ 624,047 $ -- $ 624,047
========= ========= =========
6. SFAS NO. 144, ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED
ASSETS
In August 2001, the FASB issued SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets," which supersedes SFAS No. 121.
This standard provides a single accounting model for long-lived assets to be
disposed of by sale and establishes additional criteria that would have to be
met to classify an asset as held for sale. The carrying amount of an asset or
asset group is not recoverable if it exceeds the sum of the undiscounted cash
flows expected to result from the use and eventual disposition of the asset or
asset group. Estimates of future cash flows used to test the recoverability of a
long-lived asset or asset group must incorporate the entity's own assumptions
about its use of the asset or asset group and must factor in all available
evidence. SFAS No. 144 requires that long-lived assets be tested for
recoverability whenever events or changes in circumstances indicate that its
carrying amount may not be recoverable. Such events include significant
under-performance relative to the expected historical or projected future
operating results; significant changes in the manner of use of the assets;
significant negative industry or economic trends and significant changes in
market capitalization.
Although significant recovery was noted in our packaging services
during the second quarter of 2002, our test services assets and several
packaging services assets remained at low utilization rates relative to our
projections, and as of such date, were no longer expected to reach previously
anticipated utilization levels. In addition, during the second quarter of 2002,
we experienced a significant decline in our market capitalization. These events
triggered an impairment review in accordance with SFAS No. 144. This review
included a company wide evaluation of underutilized assets that could be sold
and a detailed update of our operating and cash flow projections. As a result of
this analysis, we identified $19.8 million of test and packaging fixed assets to
be disposed. During the second quarter of 2002, we recognized an $18.7 million
impairment charge to reduce the carrying value of the test and packaging fixed
assets to be disposed to their fair value less cost to sell. Fair value of the
assets to be disposed was determined with the assistance of an appraisal firm
and available information on the resale value of the equipment. As of June 30,
2003, we have disposed of $6.7 million of these assets. Additionally, we tested
for impairment our long-lived test assets that are held and used, including
intangible assets that we are amortizing, and certain packaging fixed assets
that are held and used. For the test and packaging assets that are held and
used, we recognized a $171.6 million impairment charge to reduce the carrying
value of those assets to fair value during the
9
second quarter of 2002. An appraisal firm was engaged to assist in the
determination of the fair value of the assets held for use. The determination of
fair value was based on projected cash flows.
7. ACQUISITIONS IN JAPAN AND TAIWAN
In April 2002, we acquired the semiconductor packaging business of
Citizen Watch Co., Ltd. located in the Iwate prefecture in Japan. The business
acquired includes a manufacturing facility, over 80 employees and intellectual
property. The purchase price included a $7.8 million cash payment at closing.
We were required to make additional payments one year from closing for the
amount of the deferred purchase price as well as contingent payments. Based on
the resolution of the contingency as of January 2003, the total amount of
additional payments due in April 2003 was 1.7 billion Japanese yen. In April
2003, we made a payment of 300.0 million Japanese yen, or $2.5 million based on
the exchange rate on the date of the payment. We are withholding payment of 1.4
billion yen ($11.7 million based on the spot exchange rate at June 30, 2003) of
this amount pending resolution of a controversy relating to the patents
acquired in connection with the acquisition. We recorded $19.6 million of
intangible assets for patent rights that are amortizable over 7 years. The fair
value of the other assets acquired and liabilities assumed was approximately
$2.5 million for fixed assets, $0.1 million for inventory and other assets and
$14.2 million for the deferred purchase price payment and minimum amount of the
contingent payments. Such net assets principally relate to our packaging
services reporting unit.
In January 2002, we acquired Agilent Technologies, Inc.'s packaging
business related to semiconductor packages utilized in printers for $2.8 million
in cash. The acquired tangible assets were integrated into our existing
manufacturing facilities. The purchase price was principally allocated to the
tangible assets of our packaging services reporting unit. Our results of
operations were not significantly impacted by this acquisition.
In July 2001, we acquired, in separate transactions, Taiwan
Semiconductor Technology Corporation ("TSTC") and Sampo Semiconductor
Corporation ("SSC") in Taiwan. In connection with earn-out provisions that
provided for additional purchase price based in part on the results of the
acquisitions, we issued an additional 1.8 million shares in January 2002 and
recorded an additional $35.2 million in goodwill.
In January 2001, Amkor Iwate Corporation commenced operations and
acquired from Toshiba a packaging and test facility located in the Iwate
prefecture in Japan. We currently own 60% of Amkor Iwate and Toshiba owns the
balance of the outstanding shares. By January 2004 we are required to purchase
the remaining 40% of the outstanding shares of Amkor Iwate from Toshiba. The
share purchase price will be determined based on the performance of the joint
venture during the three-year period but cannot be less than 1 billion Japanese
yen and cannot exceed 4 billion Japanese yen ($8.3 million to $33.4 million
based on the spot exchange rate at June 30, 2003). Amkor Iwate provides
packaging and test services principally to Toshiba's Iwate factory under a
long-term supply agreement that provides for services to be performed on a cost
plus basis during the term of the joint venture and subsequently at market based
rates. The supply agreement with Toshiba's Iwate factory terminates two years
subsequent to our acquisition of Toshiba's ownership interest in Amkor Iwate.
8. OUR INVESTMENT IN ANAM SEMICONDUCTOR, INC. (ASI)
At January 1, 2002, we owned 47.7 million shares, or 42%, of ASI voting
common stock. Accordingly, we accounted for this investment under the equity
method of accounting and evaluated our investments for impairment due to
declines in market value that were considered other than temporary. In the event
of a determination that a decline in market value was other than temporary, a
charge to earnings was recorded for the unrealized loss, and a new cost basis in
the investment was established. The stock prices of semiconductor companies'
stocks, including ASI and its competitors, have experienced significant
volatility during the past several years. The weakness in the semiconductor
industry has affected the demand for the wafer output from ASI's foundry and the
market value of ASI's stock as traded on the Korea Stock Exchange. During 2002,
we recorded impairment charges totaling $172.5 million to reduce the carrying
value of our investment in ASI to market value.
As part of our strategy to sell our investment in ASI and to divest our
wafer fabrication services business (see Note 3), we entered into a series of
transactions beginning in the second half of 2002:
- In September 2002, we sold 20 million shares of ASI common
stock to Dongbu Group for $58.1 million in net cash proceeds
and 42 billion Korean Won (approximately $35.1 million at a
spot exchange rate as of June 30, 2003) of interest bearing
notes from Dongbu Corporation payable in two equal principal
payments in September 2003 and February 2004. The Dongbu Group
comprises Dongbu Corporation, Dongbu Fire Insurance Co., Ltd.
and Dongbu
10
Life Insurance Co., Ltd., all of which are Korean corporations
and are collectively referred herein as "Dongbu." Associated
with this transaction, we recorded a $1.8 million loss.
Additionally, we divested one million shares of ASI common
stock in connection with the payment of certain advisory fees
related to this transaction.
- In separate transactions designed to facilitate a future
merger between ASI and Dongbu, (i) we acquired a 10% interest
in Acqutek from ASI (see Note 12) for $1.9 million; (ii) we
acquired the Precision Machine Division ("PMD") of Anam
Instruments, a related party to Amkor, for $8 million; and
(iii) Anam Instruments, which had been partially owned by ASI,
utilized the proceeds from the sale of PMD to us to buy back
all of the Anam Instruments shares owned by ASI. Acqutek
supplies materials to the semiconductor industry and is
publicly traded in Korea. An entity controlled by the family
of James Kim, our Chairman and Chief Executive Officer, held a
25% ownership interest in Acqutek at the time of our
acquisition of our interest in Acqutek. We have historically
purchased and continue to purchase leadframes from Acqutek.
PMD supplies sophisticated die mold systems and tooling to the
semiconductor industry and historically over 90% of its sales
were to Amkor. At the time of our acquisition of PMD, Anam
Instruments was owned 20% by ASI and 20% by a family member of
James Kim.
- On February 28, 2003, we sold our wafer fabrication services
business to ASI for total consideration of $62.0 million (see
Note 3). 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.
Each of the transactions with Dongbu, ASI and Anam Instruments are
interrelated and it is possible that if each of the transactions were viewed on
a stand-alone basis without regard to the other transactions, we could have had
different conclusions as to fair value.
On March 24, 2003, we sold an additional 7 million shares of ASI common
stock to a financial institution for 24.4 billion Korean won ($19.5 million
based on the spot exchange rate as of the transaction date) which approximated
the carrying value of those shares. This sale reduced our ownership to 19.7
million shares, or 16% of ASI's voting stock and accordingly, we ceased
accounting for our investment in ASI under the equity method of accounting and
commenced accounting for our investment as a marketable security that is
available for sale (see Note 12). We now adjust our investment in ASI to fair
value each period, with the resulting gain or loss recorded through other
comprehensive income (loss). In the event of an other than temporary decline in
ASI stock price, we will reflect a charge in our consolidated statement of
income. During the six months ended June 30, 2003, we recorded an unrealized
gain of $11.9 million on our investment in ASI through other comprehensive
income (loss).
As part of the sale of 7 million shares of ASI common stock, we
purchased a nondeliverable call option for $6.8 million that was indexed to
ASI's share price with a strike price of $1.97 per share. For the period ended
March 31, 2003, we recorded a charge of $2.2 million in order to adjust the
nondeliverable call option to its fair value. In May 2003, we exercised the
nondeliverable call option realizing $5.6 million of cash proceeds, and for the
three months ended June 30, 2003 we recorded a gain of $1.0 million related to
the excess amount of the exercise proceeds above the nondeliverable call
option's book value.
Financial Information for ASI
The following summary of consolidated financial information was derived
from the consolidated financial statements of ASI. As discussed above, on March
24, 2003, we ceased accounting for our investment in ASI under the equity method
of accounting and commenced accounting for our investment as a marketable
security that is available for sale. Accordingly, summary consolidated financial
information related to ASI is only presented for the periods in which ASI was
accounted for as an equity investment.
11
FOR THE THREE MONTHS FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED MARCH 31, ENDED JUNE 30, ENDED JUNE 30,
2003 2002 2002
-------------------- -------------------- ------------------
(IN THOUSANDS)
SUMMARY INCOME STATEMENT INFORMATION FOR ASI
Net revenues.................................... $ 48,019 $ 54,741 $ 109,899
Gross loss...................................... (15,155) (15,626) (40,057)
Net loss........................................ (20,613) (24,334) (29,172)
MARCH 31, DECEMBER 31,
2003 2002
--------- ------------
(IN THOUSANDS)
SUMMARY BALANCE SHEET INFORMATION FOR ASI
Cash, including restricted cash and bank deposits............................... $ 46,600 $ 65,891
Current assets.................................................................. 126,597 167,145
Property, plant and equipment, net.............................................. 448,178 482,028
Noncurrent assets (including property, plant and equipment)..................... 638,070 622,487
Current liabilities............................................................. 119,483 111,409
Total debt and other long-term financing (including current portion)............ 144,656 150,607
Noncurrent liabilities (including debt and other long-term financing)........... 105,963 119,493
Total stockholders' equity...................................................... 539,221 558,730
9. INVENTORIES
Inventories, net of reserves for excess and obsolete inventory of $21.0
million and $20.2 million at June 30, 2003 and December 31, 2002, respectively,
consist of raw materials and purchased components that are used in the
semiconductor packaging process.
JUNE 30, DECEMBER 31,
2003 2002
-------- ------------
(IN THOUSANDS)
Raw materials and purchased components......... $ 64,124 $ 61,806
Work-in-process................................ 13,273 10,315
-------- --------
$ 77,397 $ 72,121
======== ========
10. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
JUNE 30, DECEMBER 31,
2003 2002
------------ ------------
(IN THOUSANDS)
Land......................................................... $ 87,743 $ 88,744
Buildings and improvements................................... 538,193 537,288
Machinery and equipment...................................... 1,566,286 1,512,191
Furniture, fixtures and other equipment...................... 125,175 121,727
Construction in progress..................................... 5,053 1,707
------------ -----------
2,322,450 2,261,657
Less--Accumulated depreciation and amortization.............. (1,380,363) (1,295,319)
------------ -----------
$ 942,087 $ 966,338
============ ===========
12
11. ACQUIRED INTANGIBLES
Acquired intangibles consist of the following:
JUNE 30, DECEMBER 31,
2003 2002
---------- -----------
(IN THOUSANDS)
Patents and technology rights....... $ 62,146 $ 61,994
Less--Accumulated amortization...... (21,047) (16,961)
--------- ---------
$ 41,099 $ 45,033
========= =========
Amortization expense was $2.1 million and $1.9 million for the three
months ended June 30, 2003 and 2002, respectively. Amortization expense was $4.1
million and $3.2 million for the six months ended June 30, 2003 and 2002,
respectively. The estimated annual amortization expense for each of the next
five years ending on December 31 is $8.0 million. The weighted average
amortization period for the patents and technology rights is 8 years.
12. INVESTMENTS
Investments include equity investments in affiliated companies and
noncurrent marketable securities as follows:
JUNE 30, DECEMBER 31,
2003 2002
--------- ------------
(IN THOUSANDS)
Marketable securities classified as available for sale:
ASI (ownership of 16% and 21% at June 30, 2003
and December 31, 2002, respectively) (see Note 8)............ $ 66,070 $ 77,450
Other marketable securities classified as available for sale... 4,741 4,590
--------- --------
Total marketable securities.................................. 70,811 82,040
Equity investments (20% - 50% owned)............................... 1,427 1,195
--------- --------
$ 72,238 $ 83,235
========= ========
Our investment in ASI is classified as available for sale in the table
above. ASI was previously accounted for as an equity investment through March
24, 2003 (see Note 8).
Included in other marketable securities classified as available for
sale is our investment in Acqutek. Total purchases from Acqutek included in cost
of revenue for the three months ended June 30, 2003 and 2002 were $3.2 million
and $3.9 million, respectively. Total purchases from Acqutek included in cost of
revenue for the six months ended June 30, 2003 and 2002 were $6.7 million and
$6.5 million, respectively, which we believe were conducted on an arms-length
basis in the ordinary course of business.
Acqutek is publicly traded on the Korean Stock Exchange and as of June
30, 2003, had been trading at a price below our book value for greater than six
months. During the second quarter of 2003, we recorded a $0.9 million charge to
earnings to reflect the decline in market value of Acqutek which was considered
to be other than temporary, and a new cost basis of $1.0 million in our
investment in Acqutek was established.
13
Equity investment losses (gains), as recorded in our consolidated
statements of income, are comprised of the following:
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ------------------------
2003 2002 2003 2002
--------- ------------ ---------- ------------
(UNAUDITED) (UNAUDITED)
Equity in loss of investees.................. $ 73 $ (10,111) $ (3,555) $ (12,205)
Loss on impairment of equity investment...... -- (42,960) -- (139,536)
--------- ----------- --------- -----------
$ 73 $ (53,071) $ (3,555) $ (151,741)
========= =========== ========= ===========
13. ACCRUED EXPENSES
Accrued expenses consist of the following:
JUNE 30, DECEMBER 31,
2003 2002
------------ ------------
(IN THOUSANDS)
Accrued income taxes............... $ 51,616 $ 48,787
Accrued interest................... 30,574 32,690
Accrued payroll.................... 28,972 29,295
Other accrued expenses............. 61,263 73,451
------------ ---------
$ 172,425 $ 184,223
============ =========
14. RESTRUCTURING RESERVES
During the second, third and fourth quarters of 2002, we recorded $4.8
million, $13.8 million and $10.0 million, respectively, of charges related to
the consolidation of our worldwide facilities to increase operational efficiency
and reduce costs. The charges were comprised of $20.8 million to write-off
leasehold improvements and other long-lived assets and $7.8 million for lease
termination and other exit costs. Our consolidation efforts included:
- Transferring the packaging operations at our K2 site in
Bucheon, South Korea into our K4 factory in Kwangju, South
Korea and closing the K2 facility;
- Merging our factory operations in Taiwan into a single
location; and
- Consolidating select U.S. office locations and closing our San
Jose test facility.
The 2002 charges associated with the consolidation initiatives in
Korea, Taiwan and the U.S. were $10.0 million, $13.8 million and $4.8 million,
respectively. We completed the closing of the K2 facility during the second
quarter of 2003 and the other activities were substantially completed during
2002. Of the total $28.6 million restructuring charges recorded in 2002, $5.0
million and $6.1 million remains outstanding as of June 30, 2003 and December
31, 2002, respectively, and is reflected in accrued expenses. The outstanding
liability is principally future lease payments of which $2.8 million is expected
be paid during the remainder of 2003. The remaining lease payments are expected
to be paid through 2007 unless the leases can be terminated earlier. During the
first and second quarter of 2003, the restructuring reserve was reduced by $1.0
million for cash expenditures.
14
15. DEBT
Following is a summary of short-term borrowings and long-term debt:
JUNE 30, DECEMBER 31,
2003 2002
----------- -----------
(IN THOUSANDS)
Old senior credit facilities:
Term B loans, LIBOR plus 4% due September 2005.................................. $ -- $ 97,118
$100.0 million revolving line of credit, LIBOR plus 3.75% due March 2005........ -- --
New senior secured credit facilities:
Term loan, LIBOR plus 4% due January 2006....................................... 169,575 --
$30.0 million revolving line of credit, LIBOR plus 4.25% due October 2005....... -- --
9.25% Senior notes due May 2006...................................................... -- 425,000
9.25% Senior notes due February 2008................................................. 498,000 500,000
7.75% Senior notes due May 2013...................................................... 425,000 --
10.5% Senior subordinated notes due May 2009......................................... 200,000 200,000
5.75% Convertible subordinated notes due June 2006,
convertible at $35.00 per share................................................... 250,000 250,000
5% Convertible subordinated notes due March 2007,
convertible at $57.34 per share................................................... 258,750 258,750
Other debt........................................................................... 62,604 77,845
----------- -----------
1,863,929 1,808,713
Less--Short-term borrowings and current portion of long-term debt (49,118) (71,023)
---------- -----------
$ 1,814,811 $ 1,737,690
=========== ============
Interest expense related to short-term borrowings and long-term debt is
presented net of interest income of $3.7 million and $1.9 million for the six
months ended June 30, 2003 and 2002, respectively, in the accompanying
consolidated statements of income. Interest expense related to short-term
borrowings and long term debt is presented net of interest income of $1.9
million and $0.9 million for the three months ended June 30, 2003 and 2002,
respectively, in the accompanying consolidated statements of income.
On April 22, 2003, we entered into a new $200.0 million senior secured
credit facility consisting of a $170.0 million term loan maturing January 31,
2006 and a $30.0 million revolving line of credit that is available through
October 31, 2005. The term loan bears interest at LIBOR plus 4.00% and the
revolving line of credit bears interest at LIBOR plus 4.25%. The term loan
principal repayments are due $1.3 million, $1.7 million, $125.4 million and
$41.6 million in 2003, 2004, 2005 and 2006, respectively. In addition, the term
loan includes certain financial covenants including minimum EBITDA, as defined
by the credit facility, minimum daily liquidity and maximum annual capital
expenditures. This new credit facility replaces the existing $196.9 million
secured credit facility, which includes a $96.9 million term loan and a $100.0
million revolving credit facility that were scheduled to mature September 30,
2005 and March 31, 2005, respectively. The funds available under this new credit
facility were used to repay the $96.9 million term loan outstanding under the
existing credit facility and for general corporate purposes. In connection with
the redemption of our term loan, we recorded a charge of $2.4 million during the
second quarter of 2003 for the associated unamortized deferred debt issuance
costs.
In May 2003, we sold $425.0 million of 7.75% senior notes due May 2013.
We sold these notes to qualified institutional investors and used the net
proceeds of the issuance to redeem our outstanding 9.25% senior notes due 2006.
The notes have a coupon rate of 7.75 % annually and interest payments are due
semi-annually. In connection with the redemption, we recorded charges during the
second quarter of 2003 of $19.7 million related to the premium paid to redeem
these notes, $6.0 million for the associated unamortized deferred debt issuance
costs and $2.5 million of other costs.
In connection with the May 2003 offering of the $425 million senior
notes due 2013 ("original notes"), we entered into a registration rights
agreement with the initial purchasers of the original notes in which we agreed
to use commercially reasonable efforts to commence an exchange offer for the
original notes within 210 days of their issuance. In the exchange offer, the
original note holders are entitled to exchange their original notes for exchange
notes ("exchange notes"), with substantially identical terms as the original
notes. The terms of the exchange notes are identical in all material respects to
those of the original notes except the exchange notes will not be subject to
transfer restrictions and holders of the exchange notes, with limited
exceptions, will have no registration rights. We will issue registered exchange
notes on or promptly after the expiration of the exchange offer. In July 2003,
we filed a Form S-4 Registration Statement with the Securities and
15
Exchange Commission to effect this exchange offer.
Other debt as of June 30, 2003 and 2002 included our foreign debt
principally related to the financing of Amkor Iwate's acquisition of a Toshiba
packaging and test facility and the debt assumed in connection with the
acquisition of Sampo Semiconductor Corporation in Taiwan. Our foreign debt
included fixed and variable debt maturing between 2003 and 2010, with the
substantial majority maturing by 2003. As of June 30, 2003, the foreign debt had
interest rates ranging from 1.0% to 5.7%. These debt instruments do not include
significant financial covenants.
16. EARNINGS PER SHARE
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
Per Share," requires dual presentation of basic and diluted earnings per share
on the face of the income statement. Basic EPS is computed using only the
weighted average number of common shares outstanding for the period, while
diluted EPS is computed assuming conversion of all dilutive securities, such as
options, convertible debt and warrants. For the three and six months ended June
30, 2003 and 2002, we excluded from the computation of diluted earnings per
share potentially dilutive securities which would have an antidilutive effect on
EPS. As of June 30, 2003, the total number of potentially dilutive securities
outstanding was 16.8 million, 11.7 million and 3.9 million for outstanding
options, convertible notes and warrants for common stock, respectively. As of
June 30, 2002, the total number of potentially dilutive securities outstanding
was 15.1 million, 11.7 million and 3.9 million for outstanding options,
convertible notes and warrants for common stock, respectively.
17. COMMITMENTS AND CONTINGENCIES
Indemnifications and Guarantees
In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting
and Disclosure requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." We have adopted the disclosure requirements of the
Interpretation as of December 31, 2002. Disclosures about our indemnifications
and guarantees are provided below.
We have indemnified members of our board of directors and our corporate
officers against any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that the Indemnitee is or was a director or officer of the company. The
indemnities are indemnified, to the fullest extent permitted by law, against
related expenses, judgments, fines and any amounts paid in settlement. We also
maintain Directors and Officers insurance coverage in order to mitigate our
exposure to these indemnification obligations. The maximum amount of future
payments is generally unlimited. There is no amount recorded for this
indemnification at June 30, 2003. Due to the nature of this indemnification, it
is not possible to make a reasonable estimate of the maximum potential loss or
range of loss. No assets are held as collateral and no specific recourse
provisions exist related to this indemnification.
In connection with the termination of AEI's status as an S Corporation,
in 1998 we indemnified and agreed to hold harmless James Kim, our Chairman and
Chief Executive Officer, and members of his family, against any U.S. federal or
state income tax liability resulting from such persons being required to include
in income amounts in excess of the income shown to be reportable on the original
tax returns filed, as they relate to the previously existing S Corporation. The
carrying amount recorded for this indemnification as of June 30, 2003 is $15.0
million. While it is reasonably possible that future payments may exceed amounts
accrued, we may record a tax benefit during the third quarter of 2003 to reduce
our tax accruals based on the evaluation of taxes that could result from related
examinations. The maximum potential loss related to this indemnification is
$23.3 million. No assets are held as collateral and no specific recourse
provisions exist.
As of June 30, 2003, we have outstanding $0.9 million of standby
letters of credit. Such standby letters of credit are used in our ordinary
course of business and are collateralized by our cash balances.
We provide a ninety day warranty on our services. Our warranty activity
has historically been immaterial and is expected to continue to be immaterial in
the foreseeable future.
Litigation
We currently are a party to various legal proceedings, including those
noted below. While we currently believe that the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a material adverse
effect on our financial position or overall trends in results of operations,
litigation is subject to inherent uncertainties. Were an unfavorable ruling to
occur, there exists the possibility of a material adverse impact on the net
income of the period in which the ruling occurs. The estimate of the potential
impact on our financial position or overall results of operations for the
following legal proceedings could change in the future.
16
Recently, we have become party to an increased number of litigation
matters, relative to historic levels. Much of the recent increase in litigation
relates to an allegedly defective epoxy mold compound formerly used in some of
our products. In 2002, we were served with a third party complaint in an action
between Fujitsu Limited and Cirrus Logic, Inc., in which Fujitsu alleged that
semiconductor devices it purchased from Cirrus Logic were defective in that a
certain epoxy mold compound used in the manufacture of the chip causes a short
circuit which renders Fujitsu disk drive products inoperable. This case is
pending in the U.S. District Court for the Northern District of California. The
complaint, as amended to date, alleges damages in excess of $100 million,
although, as of this date, Fujitsu has not indicated how it will substantiate
this amount of damages. Cirrus Logic filed a third party complaint against us
alleging that any liability for chip defects should be assigned to us because we
assembled the subject semiconductor devices. Upon receipt of the third party
complaint, we filed an answer denying all liability, and our own third party
complaint against Sumitomo Bakelite Co., Ltd., the Japanese manufacturer of the
allegedly defective epoxy mold compound. More recently, we have been drawn into
two additional actions related to this epoxy mold compound. In March, 2003, we
were served with a cross-complaint in an action between Seagate Technology and
Atmel Corporation. We have answered Atmel's cross-complaint, denying all
liability, and have filed a cross-complaint against Sumitomo Bakelite Co., Ltd.,
the manufacturer of the allegedly defective mold compound. No trial date has
been set in this case, which is pending in the Superior Court of California,
Santa Clara County. In April 2003, we were served with a cross-complaint in an
action between Maxtor Corporation and Koninklijke Philips Electronics
("Philips"). Philips subsequently filed a cross-complaint directly against
Sumitomo Bakelite Co., Ltd., alleging, among other things, that Sumitomo
Bakelite Co., Ltd. breached its contractual obligations to both us and Philips
by supplying a defective mold compound resulting in the failure of certain
Philips semiconductor devices. We have denied all liability in this matter and
have also asserted a cross-complaint against Sumitomo Bakelite Co., Ltd. A trial
date has been set for April 2004 and this case is pending in the Superior Court
of California, Santa Clara County. On May 1, 2003, we received a demand letter
from another customer requesting indemnification for damages resulting from
allegedly defective epoxy mold compound. We have declined the demand for
indemnity. This customer has subsequently obtained court approval to include us
as a defendant in a previously existing lawsuit against the manufacturer of the
epoxy mold compound.
We were also recently sued with a complaint filed by Maxim Integrated
Products, Inc. seeking damages for the use of defective mold compound. This case
is pending in the Superior Court of California, Santa Clara County. We have not
yet responded to this complaint but expect to fully deny all liability and may
assert cross-claims against Sumitomo Bakelite Co., Ltd., which was also named by
Maxim as a defendant.
In the case of each of these matters, all of which are at an early
stage, we believe we have meritorious defenses and valid third party claims
against Sumitomo Bakelite Co., Ltd., should the epoxy mold compound be found to
be defective. However, we cannot be certain that we will be able to recover any
amount from Sumitomo Bakelite Co., Ltd. if we are held liable in these matters,
or that any adverse result would not have a material impact upon us. Moreover,
other customers of ours have made inquiries about the epoxy mold compound, which
was widely used in the semiconductor industry, and no assurance can be given
that claims similar to these will not be made against us by other customers in
the future.
On August 16, 2002, we filed a complaint against Motorola, Inc. in an
action captioned Amkor Technology, Inc. v. Motorola, Inc., C.A. No. 02C-08-160
CHT, pending in the Superior Court of the State of Delaware in and for New
Castle County. In this action, Amkor was seeking declaratory judgment relating
to a controversy between Amkor and Motorola concerning: (i) the assignment by
Citizen Watch Co., Ltd. ("Citizen") to Amkor of a Patent License Agreement dated
January 25, 1996 between Motorola and Citizen (the "License Agreement") and
concurrent assignment by Citizen to Amkor of Citizen's interest in U.S. Patents
5,241,133 and 5,216,278 (the "'133 and '278 patents"); and (ii) Amkor's
obligation to make certain payments pursuant to an Immunity Agreement dated June
30, 1993 between Amkor and Motorola (the "Immunity Agreement").
We and Motorola have recently resolved the controversy with respect to
all issues relating to the Immunity Agreement, and all claims and counterclaims
filed by the parties in the case relating to the Immunity Agreement will be
dismissed or otherwise disposed of without further litigation. The claims
relating to the License Agreement and the '133 and '278 Patents remain pending,
with a trial date currently scheduled for Fall 2003.
We believe we will prevail on the merits in this case. Moreover, should
it be determined that the License Agreement or Citizen's interest in the '133
and '278 Patents were not successfully transferred to us, we believe we have
recourse against Citizen. However, no assurance can be given that an adverse
outcome in the case cannot occur, or that any adverse outcome would not have a
material impact.
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements within the
meaning of the federal securities laws, including but not limited to statements
regarding: (1) the condition and growth of the industry in which we operate,
including trends toward increased outsourcing, reductions in inventory and
demand and selling prices for our services, (2) our anticipated capital
expenditures and financing needs, (3) our belief as to our future capacity
utilization rates, revenue, gross margins and operating performance and (4)
other statements that are not historical facts. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," "continue," or the negative of these terms or other comparable
terminology. Because such statements include risks and uncertainties, actual
results may differ materially from those anticipated in such forward-looking
statements as a result of certain factors, including those set forth in the
following discussion as well as in "Risk Factors that May Affect Future
Operating Performance." The following discussion provides information and
analysis of our results of operations for the three and six months ended June
30, 2003 and 2002 and our liquidity and capital resources. You should read the
following discussion in conjunction with our consolidated financial statements
and the related notes, included elsewhere in this quarterly report as well as
other reports we file with the Securities and Exchange Commission.
COMPANY OVERVIEW
Amkor is the world's largest subcontractor of semiconductor packaging
and test services. The company has built a leading position by:
- Providing a broad portfolio of packaging and test technologies
and services;
- Maintaining a leading role in the design and development of
new package and test technologies;
- Cultivating long-standing relationships with customers,
including many of the world's leading semiconductor companies;
- Developing expertise in high-volume manufacturing; and
- Diversifying our operational scope by establishing production
capabilities in China, Japan and Taiwan, in addition to
long-standing capabilities in Korea and the Philippines.
The semiconductors that we package and test for our customers
ultimately become components in electric systems used in communications,
computing, consumer, industrial, automotive and military applications. Our
customers include, among others, Atmel Corporation, Infineon Technologies AG,
Intel Corporation, Mediatek Inc., Philips Electronics N.V., R.F. Microdevices,
ST Microelectronics PTE, Sony Semiconductor Corporation, Toshiba Corporation and
Xilinx, Inc. The outsourced semiconductor packaging and test market is very
competitive. We also compete with the internal semiconductor packaging and test
capabilities of many of our customers.
Packaging and test are an integral part of the semiconductor
manufacturing process. Semiconductor manufacturing begins with silicon wafers
and involves the fabrication of electronic circuitry into complex patterns, thus
creating individual chips on the wafers. The packaging process creates an
electrical interconnect between the semiconductor chip and the system board. In
packaging, the fabricated semiconductor wafers are cut into individual chips
which are then attached to a substrate and encased in a protective material to
provide optimal electrical and thermal performance. Increasingly, packages are
custom designed for specific chips and specific end-market applications. The
packaged chips are then tested using sophisticated equipment to ensure that each
packaged chip meets its design specifications.
We historically marketed the output of fabricated semiconductor wafers
provided by a wafer fabrication foundry owned and operated by Anam
Semiconductor, Inc. ("ASI"). On February 28, 2003, we sold our wafer fabrication
services business to ASI. We reflect our wafer fabrication services segment as a
discontinued operation and have restated our historical results.
18
OUR EXPECTATIONS REGARDING FUTURE BUSINESS CONDITIONS
Our business is tied to market conditions in the semiconductor
industry, which is highly cyclical. Based on industry estimates, from 1981
through 2002, there were 12 years when semiconductor industry growth, measured
by revenue dollars, was 10% or less and 10 years when growth was 19% or greater.
Since 1981, the semiconductor industry declined in 1985, 1996, 1998 and 2001.
The semiconductor industry declined an unprecedented 32% in 2001 and experienced
a 1% growth in 2002 as compared to 2001. The historical trends in the
semiconductor industry are not necessarily indicative of the results of any
future period. Semiconductor industry analysts are forecasting significant
growth in the semiconductor industry in each of 2003 and 2004. The strength of
the semiconductor industry is dependent primarily upon the strength of the
computer and communications systems markets as well as the strength of the
worldwide economy.
Increased outsourcing of packaging and test services in the
semiconductor industry has been the primary factor for our historical growth in
revenues. We expect this trend to continue into the foreseeable future as we
believe technological advances are driving our customers to outsource more of
their packaging requirements.
We currently expect packaging and test revenue for the third quarter of
2003 to be around 8% to 10% higher than packaging and test revenues for the
second quarter of 2003. We expect that third quarter of 2003 gross margin will
be around 21% to 24%. Our profitability is dependent upon the utilization of
our capacity, semiconductor package mix and the average selling price of our
services. Because a substantial portion of our costs at our factories is fixed,
relatively insignificant increases or decreases in capacity utilization rates
can have a significant effect on our profitability. Prices for packaging and
test services have declined over time. Historically, we have been able to
partially offset the effect of price declines by successfully developing and
marketing new packages with higher prices, such as advanced leadframe and
laminate packages, by negotiating lower prices with our material vendors, and
by driving engineering and technological changes in our packaging and test
processes which resulted in reduced manufacturing costs. We expect that average
selling prices for our packaging and test services will continue to decline in
the future. If our semiconductor package mix does not shift to new technologies
with higher prices or we cannot reduce the cost of our packaging and test
services to offset a decline in average selling prices, our future operating
results will suffer. In addition, during the second quarter of 2003, we began
to experience increases in substrate material costs as a result of supply
shortages. We are working to find means to mitigate these costs increases
including identifying additional vendors. To the extend that we are not
successful, gross margins will be negatively impacted. Excluding the impact of
our acquisition in Japan, average selling prices for 2002 declined 16% as
compared to average selling prices in 2001. This decline in average selling
prices significantly impacted our gross margins in 2002. Average selling prices
have declined 2.2% during the first six months of 2003 and, accordingly, the
related impact to our revenues and gross margins has diminished in comparison
to 2002.
OVERVIEW OF OUR HISTORICAL RESULTS
Our Historical Relationship with ASI
Historically we performed packaging and test services at our factories
in the Philippines and subcontracted for additional services with ASI, which
operated four packaging and test facilities in Korea. Beginning in the fourth
quarter of 1998 ASI's business was severely affected by the economic crisis in
Korea. ASI was part of the Korean financial restructuring program known as the
"Workout" program beginning in October 1998. The Workout program was the result
of an accord among Korean financial institutions to assist in the restructuring
of Korean business enterprises. The process involved negotiation between ASI's
banks and ASI, and did not involve the judicial system. The Workout process
restructured the terms of ASI's significant bank debt. Although ASI's operations
continued uninterrupted during the process, it caused concern among our
customers that we could potentially lose access to ASI's services. As a result,
we decided to acquire ASI's packaging and test operations to ensure continued
access to the manufacturing services previously provided by ASI. During the
course of negotiations for the purchase of the packaging and test operations,
both ASI management and the ASI bank group presented a counter-proposal whereby,
in addition to the purchase of the packaging and test operations, we would also
make an equity investment in ASI. The bank group and ASI management proposed
this structure because they believed the equity investment would reflect a level
of commitment from us to continue our ongoing business relationship with ASI
after the sale of its packaging and test operations to Amkor.
In May 1999, we acquired K4, one of ASI's packaging and test
facilities, and in May 2000 we acquired ASI's remaining packaging and test
facilities, K1, K2 and K3. With the completion of our acquisition of K1, K2 and
K3, we no longer depend upon ASI for packaging or test services. In May 2000 we
also committed to a $459.0 million equity investment in ASI, and fulfilled this
commitment in installments taking place over the course of 2000. In connection
with the May 2000 transactions with ASI, we obtained independent appraisals to
support the value and purchase price of each the packaging and test operations
and the equity investment. We invested a total of $500.6 million in ASI
including an equity investment of $41.6 million made in October 1999 and, as a
result acquired a total of 47.7 million shares of ASI common stock.
As part of our strategy to sell our investment in ASI and to divest our
wafer fabrication services business, we entered into a series of transactions
beginning in the second half of 2002:
19
- In September 2002, we sold 20 million shares of ASI common
stock to Dongbu Group for $58.1 million in net cash proceeds
and 42 billion Korean Won (approximately $35.1 million at a
spot exchange rate as of June 30, 2003) of interest bearing
notes from Dongbu Corporation payable in two equal principal
payments in September 2003 and February 2004. The Dongbu Group
comprises Dongbu Corporation, Dongbu Fire Insurance Co., Ltd.
and Dongbu Life Insurance Co., Ltd., all of which are Korean
corporations and are collectively referred herein as "Dongbu."
Associated with this transaction, we recorded a $1.8 million
loss. Additionally, we divested one million shares of ASI
common stock in connection with the payment of certain
advisory fees related to this transaction.
- In separate transactions designed to facilitate a future
merger between ASI and Dongbu, (i) we acquired a 10% interest
in Acqutek from ASI for $1.9 million; (ii) we acquired the
Precision Machine Division ("PMD") of Anam Instruments, a
related party to Amkor, for $8 million; and (iii) Anam
Instruments, which had been partially owned by ASI, utilized
the proceeds from the sale of PMD to us to buy back all of the
Anam Instruments shares owned by ASI. Acqutek supplies
materials to the semiconductor industry and is publicly traded
in Korea. An entity controlled by the family of James Kim, our
Chairman and Chief Executive Officer, held a 25% ownership
interest in Acqutek at the time of our acquisition of our
interest in Acqutek. We have historically purchased and
continue to purchase leadframes from Acqutek. PMD supplies
sophisticated die mold systems and tooling to the
semiconductor industry and historically over 90% of its sales
were to Amkor. At the time of our acquisition of PMD, Anam
Instruments was owned 20% by ASI and 20% by a family member of
James Kim.
- On February 28, 2003, we sold our wafer fabrication services
business to ASI for total consideration of $62.0 million.
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.
Each of the transactions with Dongbu, ASI and Anam Instruments are
interrelated and it is possible that if each of the transactions were viewed on
a stand-alone basis without regard to the other transactions, we could have had
different conclusions as to fair value.
On March 24, 2003, we sold an additional 7 million shares of ASI common
stock to a financial institution for 24.4 billion Korean won ($19.5 million
based on the spot exchange rate as of the transaction date) which approximated
the carrying value of those shares. This sale reduced our ownership to 19.7
million shares, or 16% of ASI's voting stock and accordingly, we ceased
accounting for our investment in ASI under the equity method of accounting and
commenced accounting for our investment as a marketable security that is
available for sale.
As part of the sale of 7 million shares of ASI common stock, we
purchased a nondeliverable call option for $6.8 million that was indexed to
ASI's share price with a strike price of $1.97 per share. For the period ended
March 31, 2003, we recorded a charge of $2.2 million in order to adjust the
nondeliverable call option to its fair value. In May 2003, we exercised the
nondeliverable call option realizing $5.6 million of cash proceeds, and for the
three months ended June 30, 2003 we recorded a gain of $1.0 million related to
the excess amount of the exercise proceeds above the nondeliverable call
option's book value.
In consideration of the transactions discussed above, 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, during the first quarter of 2003 we reflected $1.0 million
in severance and other exit costs to close our wafer fabrication services
operations in Boise, Idaho and Lyon, France. Also in the first quarter of 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.
In connection with the 2002 disposition of a portion of our interest in
ASI, we acquired a 10% interest in Acqutek from ASI for a total purchase price
of $1.9 million. Our investment in Acqutek is classified as a marketable
security that is available for sale. Acqutek supplies materials to the
semiconductor industry and is a publicly traded company in Korea. An entity
controlled by the family of James Kim, our Chairman and Chief Executive Officer,
held a 25% ownership interest in Acqutek at the time of our acquisition of our
interest in Acqutek. We have historically purchased and continue to purchase
leadframes from Acqutek. Total purchases from Acqutek included in cost of
revenue for the three months ended June 30, 2003 and 2002 were $3.2 million and
$3.9 million, respectively. Total purchases from Acqutek included in cost of
revenue for the six months ended June 30, 2003 and 2002 were $6.7 million and
$6.5 million, respectively, which we believe were conducted on an arms-length
basis in the ordinary course of business.
20
Acqutek is publicly traded on the Korean Stock Exchange and as of June
30, 2003, had been trading at a price below our book value for greater than six
months. During the second quarter of 2003, we recorded a $0.9 million charge to
earnings to reflect the decline in market value of Acqutek which was considered
to be other than temporary, and a new cost basis of $1.0 million in our
investment in Acqutek was established.
Special Charges
During the second quarter of 2002, we recorded $268.2 million of
special charges. Special charges were comprised of:
FOR THE THREE AND
SIX MONTHS
ENDED JUNE 30,
2002
-----------------
(IN THOUSANDS)
Impairment of long-lived assets.............. $ 190,266
Impairment of goodwill....................... 73,080
Lease termination and other exit costs....... 4,820
---------
$ 268,166
=========
Although significant recovery was noted in our packaging services
during the second quarter of 2002, our test services assets and several
packaging services assets remained at low utilization rates relative to our
projections, and are no longer expected to reach previously anticipated
utilization levels. In addition, during the second quarter of 2002, we
experienced a significant decline in our market capitalization. These events
triggered an impairment review in accordance with SFAS No. 144. This review
included a company wide evaluation of underutilized assets that could be sold
and a detailed update of our operating and cash flow projections. As a result
of this analysis, we identified $19.8 million of test and packaging fixed
assets to be disposed. During the second quarter of 2002, we recognized an
$18.7 million impairment charge to reduce the carrying value of the test and
packaging fixed assets to be disposed to their fair value less cost to sell.
Fair value of the assets to be disposed was determined with the assistance of
an appraisal firm and available information on the resale value of the
equipment. As of June 30, 2003, we have disposed of $6.7 million of these
assets. Additionally we tested for impairment our long-lived test assets that
are held and used, including intangible assets that we are amortizing, and
certain packaging fixed assets that are held and used. For the test and
packaging assets that are held and used, we recognized a $171.6 million
impairment charge to reduce the carrying value of those assets to fair value
during the second quarter of 2002. An appraisal firm was engaged to assist in
the determination of the fair value of the assets held for use. The
determination of fair value was based on projected cash flows.
SFAS No. 142 provides that goodwill of a reporting unit be tested for
impairment on an annual basis and between annual tests in certain
circumstances, including when a significant adverse change in the business
climate occurs and when long-lived assets are tested for recoverability.
Accordingly we retested goodwill for impairment as of June 30, 2002, and
concluded that the carrying value of the assets and liabilities associated with
the test services reporting unit exceeded its fair value. As of June 30, 2002,
we recognized a $73.1 million goodwill impairment charge. Such impairment
charge was measured by comparing the implied fair value of the goodwill
associated with the test services reporting unit to its carrying value. An
appraisal firm was engaged to assist in the determination of the fair value of
our reporting units. The determination of fair value was based on projected
cash flows. During the second quarter of 2003, we performed our annual review
of goodwill for impairment. Based on our review, we concluded that goodwill, as
of June 30, 2003, was not impaired.
During the second quarter of 2002, we consolidated some of our U.S.
office locations and closed our San Jose test facility. Test development is now
centralized in our primary test development center in Wichita, Kansas. These
activities were designed to reduce expenses and enhance operational
efficiencies. In connection with these activities we recognized $4.8 million in
lease cancellation costs and other facility exit expenses during the second
quarter of 2002.
Change in Depreciation
We have historically calculated depreciation using the straight-line
method over the estimated useful lives of the depreciable assets. We have
historically estimated the useful lives of our machinery and equipment to be
three to five years, with the substantial majority of our packaging assets
having estimated useful lives of four years. Effective with the fourth quarter
of 2002, we changed the estimated useful lives of certain of our packaging
equipment from four years to seven years for depreciation purposes, which is in
line with our historical usage and consistent with other companies in our
industry. We did not extend the useful lives of the packaging equipment
associated with the second quarter impairment charge based on our expected use
of that equipment and the associated cash flows. This change reduced
depreciation expense by
21
approximately $17 million in 2002. Our decision to change the estimated useful
lives of such packaging equipment was based on the following:
- - historical experience;
- - expected future cash flows;
- - prevailing industry practice;
- - consultations with an independent appraisal firm; and
- - consultations with equipment manufacturers.
We believe that our principal competitors depreciate their packaging
assets over periods of six to eight years.
Our 2002 Acquisitions
In April 2002, we acquired the semiconductor packaging business of
Citizen Watch Co., Ltd. located in the Iwate prefecture in Japan. The business
acquired includes a manufacturing facility, over 80 employees and intellectual
property. The purchase price included a $7.8 million cash payment at closing.
We were required to make additional payments one year from closing for the
amount of the deferred purchase price as well as contingent payments. Based on
the resolution of the contingency as of January 2003, the total amount of
additional payments due in April 2003 was 1.7 billion Japanese yen. In April
2003, we made a payment of 300.0 million Japanese yen, or $2.5 million based on
the exchange rate on the date of the payment. We are withholding payment of 1.4
billion yen ($11.7 million based on the spot exchange rate at June 30, 2003) of
this amount pending resolution of a controversy relating to the patents
acquired in connection with the acquisition. We recorded $19.6 million of
intangible assets for patent rights that are amortizable over 7 years.
In January 2002, we acquired Agilent Technologies, Inc.'s packaging
business related to semiconductor packages utilized in printers for $2.8 million
in cash. The acquired tangible assets were integrated into our existing
manufacturing facilities. The purchase price was principally allocated to the
tangible assets. Our results of operations were not significantly impacted by
this acquisition.
Our Venture with Toshiba Corporation
As of January 1, 2001, Amkor Iwate Corporation commenced operations
with the acquisition of a packaging and test facility at a Toshiba factory
located in the Iwate prefecture in Japan. We currently own 60% of Amkor Iwate
and Toshiba owns the balance of the outstanding shares. By January 2004 we are
required to purchase the remaining 40% of the outstanding shares of Amkor Iwate
from Toshiba. The share purchase price will be determined based on the
performance of the venture during the three-year period but cannot be less than
1 billion Japanese yen and cannot exceed 4 billion Japanese yen ($8.3 million to
$33.4 million based on the spot exchange rate at June 30, 2003). Amkor Iwate
provides packaging and test services principally to Toshiba's Iwate factory
under a long-term supply agreement that provides for services to be performed on
a cost plus basis during the term of the joint venture and subsequently at
market based rates. The supply agreement with Toshiba's Iwate factory terminates
two years subsequent to our acquisition of Toshiba's ownership interest in Amkor
Iwate.
Our Acquisitions of Taiwan Semiconductor Technology Corporation and Sampo
Semiconductor Corporation
In July 2001, we acquired, in separate transactions, Taiwan
Semiconductor Technology Corporation ("TSTC") and Sampo Semiconductor
Corporation ("SSC") in Taiwan. In connection with earn-out provisions that
provided for additional purchase price based in part on the results of the
acquisitions, we issued an additional 1.8 million shares in January 2002 and
recorded an additional $35.2 million in goodwill.
22
RESULTS OF CONTINUING OPERATIONS
The following table sets forth certain continuing operating data as a
percentage of net revenues for the periods indicated:
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ------------------------
2003 2002 2003 2002
----------- ----------- ----------- ---------
(UNAUDITED) (UNAUDITED)
Net revenues.................................. 100.0% 100.0% 100.0% 100.0%
Gross profit (loss)........................... 19.6 1.8 16.8 (2.0)
Operating income (loss)....................... 6.0 (91.5) 2.5 (62.1)
Loss before income taxes, equity investment
losses, minority interest and
discontinued operations................. (12.0) (102.2) (11.9) (73.8)
Loss from continuing operations............... (13.4) (110.0) (12.6) (90.0)
Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002
Net Revenues. Packaging and test net revenues increased 7.8% to $377.9
million in the three months ended June 30, 2003 from $350.5 million in the three
months ended June 30, 2002.
The increase in packaging and test net revenues for the three months
ended June 30, 2003, excluding the impact of our acquisitions in Japan, was
principally attributed to a 10.8% increase in overall unit volumes as compared
to the same period a year ago. This overall unit volume increase was driven by a
21.0% increase in advanced leadframe and laminate packages as a result of a
broad-based increase in demand partially offset by a 1.0% decrease in our
traditional leadframe business. The revenues of our Japanese acquisition, Amkor
Iwate, for the three months ended June 30, 2003 increased $2.5 million compared
to the three months ended June 30, 2002, driven by increased volumes, partially
offset by the impact of the May 26, 2003 earthquake in northern Japan.
Gross Profit. Gross profit increased $67.8 million, to a gross profit
of $74.3 million in the three months ended June 30, 2003 from a gross profit of
$6.4 million in the three months ended June 30, 2002. Our cost of revenues
consists principally of costs of materials, labor and depreciation. Because a
substantial portion of our costs at our factories is fixed, relatively
insignificant increases or decreases in capacity utilization rates have a
significant effect on our gross margin.
Gross margins, as a percentage of sales, increased to 19.6% in the
three months ended June 30, 2003 from 1.8% in the three months ended June 30,
2002. The improvement of 17.8% is principally a result of the following:
- - 12.0% is attributable to increases in the gross margins in our
factories in Korea and the Philippines due to a reduction of $36.9
million in depreciation costs, increased capacity utilization as a
result of increased unit volumes and cost savings initiatives.
Approximately $16.0 million of the reduced depreciation costs was
attributable to the fixed asset impairment charge recorded during the
second quarter of 2002, and approximately $16.0 million was the result
of a change in the estimated useful lives of certain assembly equipment
effective in the fourth quarter of 2002.
- - Material cost savings contributed approximately 3.0% to the increase in
gross margins.
- - Our operations in Taiwan and China contributed approximately 2.8% to
the increase in gross margin primarily attributable to increased
capacity utilization as a result of increased unit volumes.
23
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $2.7 million, or 5.8%, to $44.3 million, or
11.7% of net revenues, in the three months ended June 30, 2003 from $47.0
million, or 13.4% of net revenues, in the three months ended June 30, 2002. The
decrease in these costs was primarily due to our corporate cost reduction
initiatives.
Research and Development. Research and development expenses decreased
$2.6 million to $6.1 million, or 1.6% of net revenues, in the three months ended
June 30, 2003 from $8.8 million, or 2.5% of net revenues, in the three months
ended June 30, 2002. The decrease in these costs was primarily attributable to
our corporate cost reduction initiatives, which included closing our two U.S.
research and development facilities during the second and third quarters of 2002
and consolidating these activities within our existing Asian-based research and
development facilities. Our research and development efforts support our
customers' needs for smaller packages and increased functionality. We continue
to invest our research and development resources in the development of
leading-edge technologies. Such technologies include 3D and stacked die
packaging, System-in-Package, MicroLeadframe(TM) technology,
micro-electromechanical system ("MEMS"), memory and I/O cards, Flip Chip
interconnection solutions, camera modules and nanotechnologies.
Other Expense (Income). Other expenses, net increased $ 30.3 million,
to $68.0 million, or 18.0% of net revenues, in the three months ended June 30,
2003 from $37.6 million, or 10.7% of net revenues, in the three months ended
June 30, 2002. The increase in other expenses was primarily the result of $30.5
million of debt retirement costs incurred during the second quarter in
connection with our new $200 million senior secured credit facility and our
$425.0 million senior notes. The debt retirement costs were comprised of $19.7
million of redemption premium payments included in other expense (income), and
$10.8 million of costs included in interest expense primarily related to
unamortized deferred debt issuance costs.
Equity Investment Losses (Gains). Our earnings included our share of
gains in our equity affiliates in the three months ended June 30, 2003 of $0.1
million compared to a $10.1 million loss in the three months ended June 30,
2002. On March 24, 2003, we divested an additional 7 million shares of ASI,
bringing our total voting share holdings to 16% of ASI, and on this date we
ceased the equity method of accounting for our ASI investment.
Also, during the three months ended June 30, 2002, we recorded a $43.0
million impairment charge to our consolidated statement of income to reduce the
carrying value of our investment in ASI to ASI's market value based on its
closing share price on June 30, 2002.
Income Taxes. During the second quarter of 2003, we recorded a $5.0
million tax provision from continuing operations, all related to foreign tax.
We will resume the recognition of deferred tax assets upon returning to
profitability. We anticipate recognizing approximately $3.0 million per quarter
in foreign tax expense for the remainder of 2003. As of June 30, 2003, we had
U.S. net operating losses totaling $425.0 million expiring between 2021 and
2022. Additionally, as of June 30, 2003, we had $50 million of non-U.S. net
operating losses available for carryforward, expiring between 2003 and 2012.
Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002
Net Revenues. Net revenues increased $81.7 million, or 12.8%, to $721.1
million in the six months ended June 30, 2003 from $639.4 million in the six
months ended June 30, 2002.
Overall unit volumes, excluding the impact of our acquisitions in
Japan, increased 13.7% which was driven by a 27.2% increase for advanced
leadframe and laminate packages partially offset by a 1.4% decrease in our
traditional leadframe business. The revenues of our Japanese acquisition, Amkor
Iwate, for the six months ended June 30, 2003 increased $13.7 million compared
to the six month ended June 30, 2002, driven by increased volumes, partially
offset by the impact of the May 26, 2003 earthquake in northern Japan. Our
acquisitions in Taiwan and expansion into China increased $27.4 million in net
revenues for the six months ended June 30, 2003.
24
Gross Profit (Loss). Gross profit increased $ 133.9 million to a gross
profit of $120.8 million in the six months ended June 30, 2003 from a gross loss
of $13.1 million in the six months ended June 30, 2002. Our cost of revenues
consists principally of costs of materials, labor and depreciation. Because a
substantial portion of our costs at our factories is fixed, relatively
insignificant increases or decreases in capacity utilization rates have a
significant effect on our gross margin.
Gross margins as a percentage of net revenues increased 18.8% to 16.8%
in the six months ended June 30, 2003 as compared to (2.0)% in the six months
ended June 30, 2002 principally as a result of the following:
- Gross margins in our factories in Korea and the Philippines increased
14.3% due to a reduction of $70.0 million in depreciation costs,
increased capacity utilization as a result of increased unit volumes
and cost savings initiatives. Approximately $35.0 million of the
reduced depreciation costs was attributable to the fixed asset
impairment charge recorded during the second quarter of 2002, and
approximately $32.0 million was the result of a change in the estimated
useful lives of certain assembly equipment effective in the fourth
quarter of 2002.
- Material cost savings that contributed approximately 3.5% to the
increase in gross margins.
- Our operations in Taiwan and China contributed approximately 3.2% to
the increase in gross margin primarily attributable to increased
capacity utilization as a result of unit volumes.
The positive impacts on gross margins were partially offset by:
- Average selling price erosion across our product lines caused an
estimated 2.2% decline in gross margins.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $5.7 million, or 6.2%, to $86.8 million, or
12.0% of net revenues, in the six months ended June 30, 2003 from $92.5 million,
or 14.5% of net revenues, in the six months ended June 30, 2002. The decrease in
these costs was principally due to:
- Decreased costs of $4.2 million principally related to our U.S. based
administrative overhead cost reduction initiatives, and
- Decreased administrative overhead of $1.6 million in our facilities,
primarily in Korea and Taiwan, as a result of our cost reduction
initiatives in the first and second quarters of 2002.
Research and Development. Research and development expenses decreased
$4.3 million to $12.6 million, or 1.7% of net revenues, in the six months ended
June 30, 2003 from $16.9 million, or 2.6% of net revenues, in the six months
ended June 30, 2002. The decrease in these costs was primarily attributable to
our corporate cost reduction initiatives, which included closing our two U.S.
research and development facilities during the second and third quarters of 2002
and consolidating these activities within our existing Asian-based research and
development facilities. Our research and development efforts support our
customers' needs for smaller packages and increased functionality. We continue
to invest our research and development resources in the development of
leading-edge technologies. Such technologies include 3D and stacked die
packaging, System-in-Package, MicroLeadframe(TM) technology,
micro-electromechanical system ("MEMS"), memory and I/O cards, Flip Chip
interconnection solutions, camera modules and nanotechnologies.
Other (Income) Expense. Other expenses, net increased $28.8 million, to
$104.1 million, or 14.4% of net revenues, in the six months ended June 30, 2003
from $75.3 million, or 11.8% of net revenues, in the six months ended June 30,
2002. The net increase in other expenses was primarily the result of $30.5
million of debt retirement costs incurred during the second quarter in
connection with our new $200 million senior secured credit facility and our
$425.0 million senior notes. The debt retirement costs were comprised of $19.7
million of redemption premium payments included in other expense (income), and
$10.8 million of costs included in interest expense primarily related to
unamortized deferred debt issuance costs.
Equity Investment Losses. Our earnings included our share of losses in
our equity affiliates, principally ASI, in the six months ended June 30, 2003 of
$3.6 million compared to $12.2 million in the six months ended June 30, 2002. On
March 24, 2003, we divested an additional 7 million shares of ASI, bringing our
total voting share holdings to 16% of ASI, and on this date we ceased the equity
method of accounting for our ASI investment.
Also, during the three months ended March 31, 2002, we recorded a $96.6
million impairment charge to reduce the carrying value of our investment in ASI
to ASI's market value based on its closing share price on March 31, 2002. During
the three months ended June 30, 2002, we recorded an impairment charge of $43.0
million to reduce the carrying value of our investment in ASI to its fair value
of $4.74 per share based on negotiations with a third party to acquire a portion
of our interest in ASI. These negotiations culminated into the signing of an
agreement on July 10, 2002.
25
Income Taxes. During the six months ended 2003, we recorded a $0.9
million tax provision from continuing operations. This reflects foreign tax
expense of $8.4 million, net of a $7.5 million current tax benefit related to
the loss from continuing operations. This $7.5 million tax benefit is offset by
$7.5 million of current tax expense in discontinued operations.
We will resume the recognition of deferred tax assets when we return to
profitability. We anticipate recognizing approximately $3.0 million per quarter
in foreign tax expense for the remainder of 2003. As of June 30, 2003, we had
U.S. net operating losses totaling $425.0 million expiring between 2021 and
2022. Additionally, as of June 30, 2003, we had $50 million of non-U.S. net
operating losses available for carryforward, expiring between 2003 and 2012.
RESULTS OF 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. 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, during the first quarter of 2003 we reflected $1.0 million
in severance and other exit costs to close our wafer fabrication services
operations in Boise, Idaho and Lyon, France. Also in the first quarter of 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.
LIQUIDITY AND CAPITAL RESOURCES
Semiconductor industry analysts have forecasted significant growth in
the semiconductor industry in 2003 and 2004. The third calendar quarter is
typically a seasonally higher quarter for Amkor as compared to the second
quarter. On the basis of customers' forecasts, we currently expect packaging and
test revenue for the third quarter of 2003 to be around 8% to 10% higher than
packaging and test revenues for the second quarter of 2003. We expect that gross
margin will be around 21% to 24% in the third quarter of 2003.
As a result of our improved operating performance, net cash provided by
continuing operating activities for the six months ended June 30, 2003 increased
to $54.1 million from $1.4 million for the six months ended June 30, 2002. Net
cash used in investing activities from continuing operations during the six
months ended June 2003 and 2002 was $64.6 million and $61.0 million,
respectively. Net cash provided by financing activities from continuing
operations during the six months ended June 2003 and 2002 was $31.5 million and
$3.2 million. In addition, cash provided by discontinued operations during the
six months ended June 30, 2003 and 2002 were $13.6 million and $15.9 million,
respectively. Our cash and cash equivalents balance as of June 30, 2003 was
$346.3 million. Our ongoing primary cash needs are for debt service, principally
interest, equipment purchases and working capital. Additionally, we may require
cash to consummate business combinations to diversify our geographic operations
and expand our customer base.
We entered into a new $200.0 million senior secured credit facility, in
April 2003, consisting of a $170.0 million term loan maturing January 31, 2006
and a $30.0 million revolving line of credit that is available through October
31, 2005. The term loan bears interest at LIBOR plus 4.00% and the revolving
line of credit bears interest at LIBOR plus 4.25%. The term loan principal
repayments are due $1.3 million, $1.7 million and $125.4 million and $41.6
million in 2003, 2004, 2005 and 2006, respectively. In addition, the term loan
includes certain financial covenants including minimum EBITDA, as defined by the
credit facility, minimum daily liquidity and maximum annual capital
expenditures. This new credit facility replaced the existing $196.9 million
senior secured credit facility, which included a $96.9 million term loan and a
$100.0 million revolving credit facility that were scheduled to mature September
30, 2005 and March 31, 2005, respectively. The funds available under this new
credit facility were used to repay the previously existing $96.9 million term
loan outstanding and for general corporate purposes.
26
In May 2003, we sold $425.0 million of 7.75% senior notes due May 2013.
We sold these notes to qualified institutional investors and used the net
proceeds of the issuance to redeem our outstanding 9.25% senior notes due 2006.
The notes have a coupon rate of 7.75 % annually and interest payments are due
semi-annually. In connection with the redemption, we recorded charges during the
second quarter of 2003 of $19.7 million related to the premium paid to redeem
these notes, $6.0 million for the associated unamortized deferred debt issuance
costs and $2.5 million of other costs.
In general, covenants in the agreements governing our existing debt,
and debt we may incur in the future, may materially restrict our operations,
including our ability to incur debt, pay dividends, make certain investments and
payments and encumber or dispose of assets. In addition, financial covenants
contained in agreements relating to our existing and future debt could lead to a
default in the event our results of operations do not meet our plans and we are
unable to amend such financial covenants prior to default. A default under one
debt instrument may also trigger cross-defaults under our other debt
instruments. As of June 30, 2003 and through the date of this filing, we were in
compliance with all financial covenants. An event of default under one or more
of our debt instruments, if not cured or waived, could have a material adverse
effect on us. Our credit and debt ratings were lowered in August 2002, and
accordingly, it may be difficult for us to secure additional financing, if we
need it, on satisfactory terms or at all.
We now have, and for the foreseeable future will continue to have, a
significant amount of indebtedness. As of June 30, 2003, we had total debt of
$1,863.9 million debt. Our indebtedness requires us to dedicate a substantial
portion of our cash flow from operations to service payments on our debt, with
such payments principally for interest. For the six months ended June 30, 2003,
interest expense payable in cash was $70.4 million.
We received board of director approval to purchase up to $150.0 million
of the 9.25% senior notes due 2008, and we are actively purchasing these notes
in the open market. As of August 14, 2003, we have purchased $29.5 million of
the 9.25% senior notes due 2008 for which we will recognize a loss on the
retirement of debt of approximately $1.7 million in the third quarter of 2003.
We expect to spend up to $150.0 million in capital expenditures in
2003, focused on fine pitch wirebonders, testers and related equipment in
response to strengthening demand for advanced assembly and test solutions.
During the six months ended 2003 and 2002, we made capital expenditures of $84.6
million and $51.3 million, respectively.
In April 2002, we acquired the semiconductor packaging business of
Citizen Watch Co., Ltd. located in the Iwate prefecture in Japan. The business
acquired includes a manufacturing facility, over 80 employees and intellectual
property. The purchase price included a $7.8 million cash payment at closing. We
were required to make additional payments one year from closing for the amount
of the deferred purchase price as well as contingent payments. Based on the
resolution of the contingency as of January 2003, the total amount of additional
payments due in April 2003 was 1.7 billion Japanese yen. In April 2003, we made
a payment of 300.0 million Japanese yen, or $2.5 million on the date of payment.
We are withholding payment of 1.4 billion yen ($11.7 million based on the spot
exchange rate at June 30, 2003) of this amount pending resolution of a
controversy relating to the patents acquired in connection with the acquisition.
In January 2001, Amkor Iwate Corporation commenced operations and acquired from
Toshiba a packaging and test facility located in the Iwate prefecture in Japan
financed by a short-term note payable to Toshiba of $21.1 million and $47.0
million in other financing from a Toshiba affiliate. We currently own 60% of
Amkor Iwate and Toshiba owns 40% of the outstanding shares, which shares we are
required to purchase by January 2004. The share purchase price will be
determined based on the historical performance of the joint venture, but cannot
be less than 1 billion Japanese yen and cannot exceed 4 billion Japanese yen
($8.3 million to $33.4 million based on the spot exchange rate at June 30,
2003). Amkor Iwate provides packaging and test services principally to Toshiba's
Iwate factory under a long-term supply agreement that provides for services to
be performed on a cost plus basis during the term of the joint venture and
subsequently at market based rates. The supply agreement with Toshiba's Iwate
factory terminates two years subsequent to our acquisition of Toshiba's
ownership interest in Amkor Iwate.
As part of our strategy to sell our investment in ASI and to divest our
wafer fabrication services business, we entered into a series of transactions
beginning in the second half of 2002:
- In September 2002, we sold 20 million shares of ASI common
stock to Dongbu Group for $58.1 million in net cash proceeds
and 42 billion Korean Won (approximately $35.1 million at a
spot exchange rate as of June 30, 2003) of interest bearing
notes from Dongbu Corporation payable in two equal principal
payments in September 2003 and February 2004. The Dongbu Group
comprises Dongbu Corporation, Dongbu Fire Insurance Co., Ltd.
and Dongbu Life Insurance Co., Ltd., all of which are Korean
corporations and are collectively referred herein as "Dongbu."
Associated with this transaction, we recorded a $1.8 million
loss. Additionally, we divested one million shares of ASI
common stock in connection with the payment of certain
advisory fees related to this transaction.
- In separate transactions designed to facilitate a future
merger between ASI and Dongbu, (i) we acquired a 10% interest
in Acqutek from ASI for $1.9 million; (ii) we acquired the
Precision Machine Division ("PMD") of Anam
27
Instruments, a related party to Amkor, for $8 million; and
(iii) Anam Instruments, which had been partially owned by ASI,
utilized the proceeds from the sale of PMD to us to buy back
all of the Anam Instruments shares owned by ASI. Acqutek
supplies materials to the semiconductor industry and is
publicly traded in Korea. An entity controlled by the family
of James Kim, our Chairman and Chief Executive Officer, held a
25% ownership interest in Acqutek at the time of our
acquisition of our interest in Acqutek. We have historically
purchased and continue to purchase leadframes from Acqutek.
PMD supplies sophisticated die mold systems and tooling to the
semiconductor industry and historically over 90% of its sales
were to Amkor. At the time of our acquisition of PMD, Anam
Instruments was owned 20% by ASI and 20% by a family member of
James Kim.
- On February 28, 2003, we sold our wafer fabrication services
business to ASI for total consideration of $62.0 million.
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.
Each of the transactions with Dongbu, ASI and Anam Instruments are
interrelated and it is possible that if each of the transactions were viewed on
a stand-alone basis without regard to the other transactions, we could have had
different conclusions as to fair value.
On March 24, 2003, we sold an additional 7 million shares of ASI common
stock to a financial institution for 24.4 billion Korean won ($19.5 million
based on the spot exchange rate as of the transaction date) which approximated
the carrying value of those shares. This sale reduced our ownership to 19.7
million shares, or 16% of ASI's voting stock, and accordingly, we ceased
accounting for our investment in ASI under the equity method of accounting and
commenced accounting for our investment as a marketable security that is
available for sale.
As part of the sale of 7 million shares of ASI common stock, we
purchased a nondeliverable call option for $6.8 million that expired December
2003 and was indexed to ASI's share price with a strike price of $1.97 per
share. For the period ended March 31, 2003, we recorded a charge of $2.2 million
in order to adjust the nondeliverable call option to its fair value. In May
2003, we exercised the nondeliverable call option realizing $5.6 million of cash
proceeds, and for the three months ended June 30, 2003 we recorded a gain of
$1.0 million related to the excess amount of the exercise proceeds above the
nondeliverable call option's book value.
In consideration of the transactions discussed above, 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, during the first quarter of 2003 we reflected $1.0 million
in severance and other exit costs to close our wafer fabrication services
operations in Boise, Idaho and Lyon, France. Also in the first quarter of 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.
We believe that our existing cash balances, available credit lines,
cash flow from operations and available equipment lease financing will be
sufficient to meet our projected capital expenditures, debt service, working
capital and other cash requirements for at least the next twelve months. We may
require capital sooner than currently expected. We cannot assure you that
additional financing will be available when we need it or, if available, that it
will be available on satisfactory terms. In addition, the terms of the secured
bank facility, senior notes and senior subordinated notes significantly reduce
our ability to incur additional debt. Failure to obtain any such required
additional financing could have a material adverse effect on us.
In connection with the 2002 disposition of a portion of our interest in
ASI, we acquired a 10% interest in Acqutek from ASI for a total purchase price
of $1.9 million. Our investment in Acqutek is classified as a marketable
security that is available for sale. Acqutek supplies materials to the
semiconductor industry and is a publicly traded company in Korea. An entity
controlled by the family of James Kim, our Chairman and Chief Executive Officer,
held a 25% ownership interest in Acqutek at the time of our acquisition of our
interest in Acqutek. We have historically purchased and continue to purchase
leadframes from Acqutek. Total purchases from Acqutek included in cost of
revenue for the three months ended June 30, 2003 and 2002 were $3.2 million and
$3.9 million, respectively. Total purchases from Acqutek included in cost of
revenue for the six months ended June 30, 2003 and 2002 were $6.7 million and
$6.5 million, respectively, which we believe were conducted on an arms-length
basis in the ordinary course of business.
Acqutek is publicly traded on the Korean Stock Exchange and as of June
30, 2003, had been trading at a price below our book value for greater than six
months. During the second quarter of 2003, we recorded a $0.9 million charge to
earnings to reflect the decline in market value of Acqutek which was considered
to be other than temporary, and a new cost basis of $1.0
28
million in our investment in Acqutek was established.
CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60, released by the Securities and
Exchange Commission, requires all companies to include a discussion of critical
accounting policies or methods used in the preparation of financial statements.
We have identified the policies below as critical to our business operations and
the understanding of our results of operations. Our preparation of this
quarterly report on Form 10-Q requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of our financial statements and the reported
amounts of revenue and expenses during the reporting period. There can be no
assurance that actual results will not differ from those estimates.
Revenue Recognition and Risk of Loss. Revenues from packaging
semiconductors and performing test services are recognized upon shipment or
completion of the services. We do not take ownership of customer-supplied
semiconductor wafers. Title and risk of loss remains with the customer for these
materials at all times. Accordingly, the cost of the customer-supplied materials
is not included in the consolidated financial statements. Prior to the sales of
our wafer fabrication services business on February 28, 2003, we recorded wafer
fabrication services revenues upon shipment of completed wafers. Such policies
are consistent with provisions in the Securities and Exchange Commission's Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements."
Provision for Income Taxes. We operate in and file income tax returns
in various U.S. and non-U.S. jurisdictions which are subject to examination by
tax authorities. The tax returns for open years in all jurisdictions in which we
do business are subject to changes upon examination. We believe that we have
estimated and provided adequate accruals for the probable additional taxes and
related interest expense that may ultimately result from examinations related to
our transfer pricing and local attribution of income resulting from significant
intercompany transactions, including ownership and use of intellectual property,
in various U.S. and non-U.S. jurisdictions. Our estimated tax liability is
subject to change as examinations of specific tax years are completed in the
respective jurisdictions. We believe that any additional taxes or related
interest over the amounts accrued will not have a material effect on our
financial condition or results of operations, nor do we expect that examinations
to be completed in the near term would have a material effect. As of June 30,
2003 and 2002, the accrual for current taxes and estimated additional taxes was
$51.6 million and $46.9 million, respectively. While it is reasonably possible
that future payments may exceed amounts accrued, we may record a tax benefit
during the third quarter of 2003 to reduce our tax accruals based on the
evaluation of taxes that could result from related examinations. In addition,
changes in the mix of income from our foreign subsidiaries, expiration of tax
holidays and changes in tax laws or regulations could result in increased
effective tax rates in the future.
Additionally, we record the estimated future tax effects of temporary
differences between the tax bases of assets and liabilities and amounts reported
in the accompanying consolidated balance sheets, as well as operating loss and
tax credit carryforwards. During 2002, we recorded a $138.2 million charge to
establish a valuation allowance against our deferred tax assets consisting
primarily of U.S. and Taiwanese net operating loss carryforwards and tax
credits. In connection with our divestiture in 2002 of 21 million shares of ASI
common stock, we realized a capital loss of approximately $117.0 million and
recognized a U.S. tax benefit of $44.5 million for which we provided a full
valuation allowance because we did not have any offsetting capital gains. In
connection with our divestiture in 2003 of 7 million shares of ASI common stock,
we realized a capital loss of approximately $53.4 million and recognized a U.S.
tax benefit of $20.3 million for which we provided a full valuation allowance
because we did not have any offsetting capital gains.
Generally accepted accounting principles require companies to weigh
both positive and negative evidence in determining the need for a valuation
allowance. In light of our three years of cumulative losses, an unprecedented
industry downturn and continued poor visibility of customer demand, we
determined in the fourth quarter of 2002 that a valuation allowance representing
substantially all of our deferred tax assets was appropriate. These negative
factors outweighed our forecasted future profitability and expectation that we
will be able to utilize our net operating loss carryforwards. We will resume the
recognition of deferred tax assets when we return to profitability.
Additionally, until we utilize our net operating loss carryforwards, the income
tax provision will reflect modest levels of foreign taxation. As of June 30,
2003, we had U.S. net operating losses totaling $425.0 million expiring between
2021 and 2022. Additionally, as of June 30, 2003, we had $50.0 million of
non-U.S. net operating losses available for carryforward, expiring between 2003
and 2012.
Valuation of Long-Lived Assets. We assess the carrying value of
long-lived assets which includes property, plant and equipment, intangible
assets and goodwill whenever events or changes in circumstances indicate that
the carrying value may
29
not be recoverable. Factors we consider important which could trigger an
impairment review include the following:
- - significant under-performance relative to expected historical
or projected future operating results;
- - significant changes in the manner of our use of the asset;
- - significant negative industry or economic trends; and
- - our market capitalization relative to net book value.
Upon the existence of one or more of the above indicators of
impairment, we would test such assets for a potential impairment. The carrying
value of a long-lived asset is considered impaired when the anticipated cash
flows are less than the asset's carrying value. In that event, a loss is
recognized based on the amount by which the carrying value exceeds the fair
market value of the long-lived asset. Fair market value is determined primarily
using the anticipated cash flows discounted at a rate commensurate with the risk
involved.
Although significant recovery was noted in most of our packaging
services during the second quarter of 2002, our test services assets and several
packaging services assets remained at low utilization rates relative to our
projections, and are no longer expected to reach previously anticipated
utilization levels. In addition, during the second quarter of 2002, we
experienced a significant decline in our market capitalization. These events
triggered an impairment review in accordance with SFAS No. 144. This review
included a company-wide evaluation of underutilized assets that could be sold
and a detailed update of our operating and cash flow projections. As a result of
this analysis, we identified $19.8 million of test and packaging fixed assets to
be disposed. During the second quarter of 2002, we recognized an $18.7 million
impairment charge to reduce the carrying value of the test and packaging fixed
assets to be disposed to their fair value less cost to sell. Fair value of the
assets to be disposed was determined with the assistance of an appraisal firm
and available information on the resale value of the equipment. Additionally, we
tested for impairment our long-lived test assets that are held and used,
including intangible assets that we are amortizing, and certain packaging fixed
assets that are held and used. For the test and packaging assets that are held
and used, we recognized a $171.6 million impairment charge to reduce the
carrying value of those assets to fair value during the second quarter of 2002.
An appraisal firm was engaged to assist in the determination of the fair value
of the assets held for use. The determination of fair value was based on
projected cash flows discounted at a rate commensurate with the risk involved.
In 2002, Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets" became effective and as a result, we
ceased amortization of goodwill. In lieu of amortization, we were required to
perform an initial impairment review of our goodwill as of January 1, 2002, and
then on an annual basis or between annual tests in certain circumstances,
including a significant adverse change in the business climate and testing for
recoverability of long-lived assets. Based on the comparison of the fair value
of the reporting units with their respective carrying values each as of January
1, 2002, we concluded that goodwill associated with our packaging and test
services reporting units was not impaired as of adoption. Since we tested our
long-lived assets for recoverability as of June 30, 2002, we retested goodwill
for impairment as of June 30, 2002, and concluded that the carrying value of the
assets and liabilities associated with the test services reporting unit exceeded
its fair value. As of June 30, 2002, we recognized a $73.1 million goodwill
impairment charge. Such impairment charge was measured by comparing the implied
fair value of the goodwill associated with the test services reporting unit to
its carrying value. An appraisal firm was engaged to assist in the determination
of the fair value of our reporting units. The determination of fair value was
based on projected cash flows discounted at a rate commensurate with the risk
involved. During the second quarter of 2003, we performed our annual review of
goodwill for impairment. Based on our review, we concluded that goodwill, as of
June 30, 2003, was not impaired.
Depreciation accounting requires estimation of the useful lives of the
assets to be depreciated as well as adoption of a method of depreciation. We
have historically calculated depreciation using the straight-line method over
the estimated useful lives of the depreciable assets. We have historically
estimated the useful lives of our machinery and equipment to be three to five
years, with the substantial majority of our packaging assets having estimated
useful lives of four years. Effective with the fourth quarter of 2002, we
changed the estimated useful lives of certain of our packaging equipment from
four years to seven years for depreciation purposes, which is in line with our
historical usage and consistent with other companies in our industry. We did not
extend the useful lives of the packaging equipment associated with the second
quarter impairment charge based on our expected use of that equipment and the
associated cash flows. This change reduced depreciation expense by approximately
$17 million in 2002. Our decision to change the estimated useful lives of such
packaging equipment was
30
based on the following:
- - historical experience;
- - expected future cash flows;
- - prevailing industry practice;
- - consultations with an independent appraisal firm; and
- - consultations with equipment manufacturers.
We believe that our principal competitors depreciate their packaging
assets over periods of six to eight years. The change of the estimated useful
lives is considered a change in estimate and was accounted for prospectively
beginning with the fourth quarter of 2002.
Evaluation of Investments. We evaluate our investments for impairment
due to declines in market value that are considered other than temporary. In the
event of a determination that a decline in market value is other than temporary,
a charge to earnings is recorded for the unrealized loss. The stock prices of
semiconductor companies' stocks, including ASI and its competitors, have
experienced significant volatility during the past several years. The weakness
in the semiconductor industry has affected the demand for the wafer output from
ASI's foundry and the market value of ASI's stock as traded on the Korea Stock
Exchange. During 2002, we recorded impairment charges totaling $172.5 million to
reduce the carrying value of our investment in ASI to ASI's market value.
Additionally during 2002, we recorded a loss of $1.8 million on the disposition
of a portion of our interest in ASI to Dongbu. At January 1, 2002 Amkor owned
47.7 million shares or 42% of ASI's voting stock. During 2002, we divested 21
million shares of ASI stock and at December 31, 2002 Amkor owned 26.7 million
shares of ASI or 21%. On March 24, 2003, we sold an additional 7 million shares
of ASI common stock to an investment bank for 24.4 billion Korean won ($19.5
million based on the spot exchange rate as of the transaction date) which
approximates the carrying value of those shares. As of March 24, 2003, we owned
19.7 million shares of ASI, or 16% of ASI's voting stock. Beginning March 24,
2003, we ceased accounting for our investment in ASI under the equity method of
accounting and commenced accounting for our investment as a marketable security
that is available for sale. We intend to sell our remaining investment in ASI.
The ultimate level of proceeds from the sale of our remaining investment in ASI
could be less than the current carrying value.
In connection with the 2002 disposition of a portion of our interest in
ASI, we acquired a 10% interest in Acqutek from ASI for a total purchase price
of $1.9 million. Our investment in Acqutek is classified as a marketable
security that is available for sale. Acqutek supplies materials to the
semiconductor industry and is a publicly traded company in Korea. An entity
controlled by the family of James Kim, our Chairman and Chief Executive Officer,
held a 25% ownership interest in Acqutek at the time of our acquisition of our
interest in Acqutek. We have historically purchased and continue to purchase
leadframes from Acqutek. Total purchases from Acqutek included in cost of
revenue for the three months ended June 30, 2003 and 2002 were $3.2 million and
$3.9 million, respectively. Total purchases from Acqutek included in cost of
revenue for the six months ended June 30, 2003 and 2002 were $6.7 million and
$6.5 million, respectively, which we believe were conducted on an arms-length
basis in the ordinary course of business.
Acqutek is publicly traded on the Korean Stock Exchange and as of June
30, 2003, had been trading at a price below our book value for greater than six
months. During the second quarter of 2003, we recorded a $0.9 million charge to
earnings to reflect the decline in market value of Acqutek which was considered
to be other than temporary and a new cost basis of $1.0 million in our
investment in Acqutek was established.
Valuation of Inventory. In general we order raw materials based on
customers' forecasted demand and we do not maintain any finished goods
inventory. If our customers change their forecasted requirements and we are
unable to cancel our raw materials order or if our vendors require that we order
a minimum quantity that exceeds the current forecasted demand, we will
experience a build-up in raw material inventory. We will either seek to recover
the cost of the materials from our customers or utilize the inventory in
production. However, we may not be successful in recovering the cost from our
customers or be able to use the inventory in production, and accordingly, if we
believe that it is probable that we will not be able to recover such costs we
will adjust our reserve estimate. Additionally, our reserve for excess and
obsolete inventory is based on forecasted demand we receive from our customers.
When a determination is made that the inventory will not be
31
utilized in production it is written-off and disposed.
RISK FACTORS THAT MAY AFFECT FUTURE OPERATING PERFORMANCE
The following section discloses the known material risks facing our
company. Additional risks and uncertainties not presently known to us, or that
we currently deem immaterial, may also impair our business operations. We cannot
assure you that any of the events discussed in the risk factors below will not
occur. If they do, our business, financial condition or results of operations
could be materially adversely affected.
This report contains forward-looking statements regarding our expected
performance that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including the risks faced by us described below.
DEPENDENCE ON THE HIGHLY CYCLICAL SEMICONDUCTOR AND ELECTRONIC PRODUCTS
INDUSTRIES -- WE OPERATE IN VOLATILE INDUSTRIES, AND INDUSTRY DOWNTURNS HARM OUR
PERFORMANCE.
Our business is tied to market conditions in the semiconductor
industry, which is highly cyclical. Because our business is, and will continue
to be, dependent on the requirements of semiconductor companies for
subcontracted packaging and test services, any downturn in the semiconductor
industry or any other industry that uses a significant number of semiconductor
devices, such as the personal computer and telecommunication devices industries,
could have a material adverse effect on our business. Although we experienced
significant recovery in most of our packaging services during 2002 and the first
half of 2003, there continues to be significant uncertainty throughout the
industry related to market demand which is hindering visibility throughout the
supply chain. That lack of visibility makes it difficult to forecast whether the
recovery we are experiencing will be sustained. If industry conditions do not
continue to improve, we could continue to sustain significant losses which could
materially impact our business including our liquidity.
FLUCTUATIONS IN OPERATING RESULTS -- OUR OPERATING RESULTS MAY VARY
SIGNIFICANTLY AS A RESULT OF FACTORS THAT WE CANNOT CONTROL.
Our operating results have varied significantly from period to period.
Many factors could materially and adversely affect our revenues, gross profit
and operating income, or lead to significant variability of quarterly or annual
operating results.
These factors include, among others:
- evolutions in the life cycles of our customers' products,
- changes in our capacity utilization,
- the cyclical nature of both the semiconductor industry and the
markets addressed by end-users of semiconductors,
- the short-term nature of our customers' commitments, timing and
volume of orders relative to our production capacity,
- rescheduling and cancellation of large orders,
- erosion of packaging selling prices,
- changes in costs, availability and delivery times of raw materials
and components and changes in costs and availability of labor,
- fluctuations in manufacturing yields,
- changes in semiconductor package mix,
- timing of expenditures in anticipation of future orders,
- availability and cost of financing for expansion,
- ability to develop and implement new technologies on a timely
basis,
- competitive factors,
- changes in effective tax rates,
- loss of key personnel or the shortage of available skilled
workers,
- international political, economic or terrorist events,
- currency and interest rate fluctuations,
- the impact of Severe Acute Respiratory Syndrome (SARS),
- environmental events and earthquakes, and
32
- intellectual property transactions and disputes.
DECLINING AVERAGE SELLING PRICES -- THE SEMICONDUCTOR INDUSTRY PLACES DOWNWARD
PRESSURE ON THE PRICES OF OUR PRODUCTS.
Prices for packaging and test services have declined over time.
Historically, we have been able to partially offset the effect of price declines
by successfully developing and marketing new packages with higher prices, such
as advanced leadframe and laminate packages, by negotiating lower prices with
our material vendors, and by driving engineering and technological changes in
our packaging and test processes which resulted in reduced manufacturing costs.
During the three and six months ended June 30, 2003, as compared to the
comparable prior year periods, the decline in average selling prices did not
significantly impact our gross margins. We expect that average selling prices
for our packaging and test services will continue to decline in the future. If
our semiconductor package mix does not shift to new technologies with higher
prices or we cannot reduce the cost of our packaging and test services to offset
a decline in average selling prices, our future operating results will suffer.
HIGH LEVERAGE AND RESTRICTIVE COVENANTS -- OUR SUBSTANTIAL INDEBTEDNESS COULD
MATERIALLY RESTRICT OUR OPERATIONS AND ADVERSELY AFFECT OUR FINANCIAL CONDITION.
We now have, and for the foreseeable future will have, a significant
amount of indebtedness. As of June 30, 2003, total debt was $1,863.9 million. In
addition, despite current debt levels, the terms of the indentures governing our
indebtedness may limit our ability to increase our indebtedness, but they do not
prohibit us or our subsidiaries from incurring substantially more debt. If new
debt is added to our consolidated debt level, the related risks that we now face
could intensify.
On April 22, 2003, we entered into a new $200 million senior secured
credit facility consisting of a $170 million term loan which matures on January
31, 2006 and a $30 million revolving line of credit (under which no amounts are
currently outstanding) which is available through October 31, 2005. The new
credit facility replaces our previous $197 million senior secured credit
facility, which included a $97 million term loan that was to mature September
30, 2005 and a $100 million revolving credit facility that was to be available
through March 31, 2005. A portion of the proceeds from the term loan was used to
repay the $97 million term loan then outstanding under the previous credit
facility and the remainder of the proceeds will be used for general corporate
purposes.
In January 2004 we are required to purchase the 40% of the outstanding
shares of Amkor Iwate which are currently owned by Toshiba. The share purchase
price will be determined based on the performance of the venture during the
three-year period but cannot be less than 1 billion Japanese yen and cannot
exceed 4 billion Japanese yen ($8.3 million to $33.4 million based on the spot
exchange rate at June 30, 2003).
We were required to pay Citizen Watch Co., Ltd. 1.7 billion Japanese
yen in deferred purchase price and other contingent payments in connection with
our purchase of the semiconductor packaging business of Citizen Watch Co., Ltd.
In April 2003, we made a payment of 300.0 million Japanese yen, or $2.5 million
based on the exchange rate on the date of the payment. We are withholding
payment of 1.4 billion yen ($11.7 million based on the spot exchange rate at
June 30, 2003) of this amount pending resolution of a controversy relating to
the patents acquired in connection with the acquisition.
In general, covenants in the agreements governing our existing debt,
and debt we may incur in the future, may materially restrict our operations,
including our ability to incur debt, pay dividends, make certain investments and
payments and encumber or dispose of assets. In addition, financial covenants
contained in agreements relating to our existing and future debt could lead to a
default in the event our results of operations do not meet our plans and we are
unable to amend such financial covenants prior to default. A default under one
debt instrument may also trigger cross-defaults under our other debt
instruments. As of June 30, 2003 and through the date of this filing, we were in
compliance with all financial covenants. An event of default under one or more
of our debt instruments, if not cured or waived, could have a material adverse
effect on us. Our credit and debt ratings were lowered in August 2002, and
accordingly, it may be difficult for us to secure additional financing, if we
need it, on satisfactory terms or at all. Our substantial indebtedness could:
- increase our vulnerability to general adverse economic and
industry conditions;
- limit our ability to fund future working capital, capital
expenditures, research and development and other general
corporate requirements;
- require us to dedicate a substantial portion of our cash flow
from operations to service interest and principal payments on
our debt;
- limit our flexibility to react to changes in our business and
the industry in which we operate;
- place us at a competitive disadvantage to any of our
competitors that have less debt; and
- limit, along with the financial and other restrictive
covenants in our indebtedness, among other things, our ability
to borrow additional funds.
INVESTMENT IN ASI -- OUR RESULTS AND FINANCIAL CONDITION MAY BE ADVERSELY
AFFECTED BY DECREASES IN THE PRICE OF ASI'S COMMON STOCK.
At June 30, 2002 we owned 19.7 million shares, or 16%, of ASI's voting
stock. We currently account for our investment in ASI as a marketable security
that is available for sale. We intend to sell our remaining investment in ASI.
The ultimate level of proceeds from the sale of our remaining investment in ASI
could be less than the current carrying value. In addition,
33
in the event of a decline in the market value of the ASI stock that is not
temporary, we will be required to record a charge to earnings for the unrealized
loss, and a new cost basis for the stock will be established.
In connection with our sale of ASI shares to Dongbu in September 2002,
Amkor and Dongbu agreed to use their best efforts to provide releases and
indemnifications to the past and incumbent chairman, directors and officers of
ASI, including James Kim, our CEO and chairman, and members of his family, from
any and all liabilities arising out of the performance of their duties at ASI
between January 1, 1995 and December 31, 2001. We are not aware of any claims or
other liabilities which these individuals would be released from or for which
they would receive indemnification.
ABSENCE OF BACKLOG -- WE MAY NOT BE ABLE TO ADJUST COSTS QUICKLY IF OUR
CUSTOMERS' DEMAND FALLS SUDDENLY.
Our packaging and test business does not typically operate with any
material backlog. We expect that in the future our quarterly net revenues from
packaging and test will continue to be substantially dependent upon our
customers' demand in that quarter. None of our customers have committed to
purchase any significant amount of packaging or test services or to provide us
with binding forecasts of demand for packaging and test services for any future
period. In addition, our customers could reduce, cancel or delay their purchases
of packaging and test services. Because a large portion of our costs is fixed
and our expense levels are based in part on our expectations of future revenues,
we may be unable to adjust costs in a timely manner to compensate for any
revenue shortfall.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS -- WE DEPEND ON OUR FACTORIES IN
THE PHILIPPINES, KOREA, JAPAN, TAIWAN AND CHINA. MANY OF OUR CUSTOMERS' AND
VENDORS' OPERATIONS ARE ALSO LOCATED OUTSIDE OF THE U.S.
We provide packaging and test services through our factories located in
the Philippines, Korea, Japan, Taiwan and China. Moreover, many of our
customers' and vendors' operations are located outside the U.S. The following
are some of the risks inherent in doing business internationally:
- regulatory limitations imposed by foreign governments;
- fluctuations in currency exchange rates;
- political, military and terrorist risks;
- disruptions or delays in shipments caused by customs brokers
or government agencies;
- unexpected changes in regulatory requirements, tariffs,
customs, duties and other trade barriers;
- difficulties in staffing and managing foreign operations; and
- potentially adverse tax consequences resulting from changes in
tax laws.
The impacts of major health concerns, such as Severe Acute Respiratory
Syndrome ("SARS"), could also adversely affect our business by disrupting
customer order patterns, reducing demand for our products in Asia, disrupting
the production and shipping capabilities of our manufacturing facilities, which
are located mostly in Asia, and disrupting the production and shipping
capabilities of our suppliers, which are also heavily concentrated in Asia,
which could result in increased supply chain costs.
DIFFICULTIES INTEGRATING ACQUISITIONS -- WE FACE CHALLENGES AS WE INTEGRATE NEW
AND DIVERSE OPERATIONS AND TRY TO ATTRACT QUALIFIED EMPLOYEES TO SUPPORT OUR
GEOGRAPHIC EXPANSION.
As a result of our geographic expansion we have experienced, and may
continue to experience, growth in the scope and complexity of our operations.
For example, each business we have acquired had, at the time of acquisition,
multiple systems for managing its own manufacturing, sales, inventory and other
operations. Migrating these businesses to our systems typically is a slow,
expensive process requiring us to divert significant amounts of resources from
multiple aspects of our operations. This growth has strained our managerial,
financial, manufacturing and other resources. Future acquisitions and expansions
may result in inefficiencies as we integrate new operations and manage
geographically diverse operations. Our success depends to a significant extent
upon the continued service of our key senior management and technical personnel,
any of whom would be difficult to replace. Competition for qualified employees
is intense, and our business could be adversely affected by the loss of the
services of any of our existing key personnel. We cannot assure you that we will
continue to be successful in hiring and properly training sufficient numbers of
qualified personnel and in effectively managing our growth. Our inability to
attract, retain, motivate and train qualified new personnel could have a
material adverse effect on our business.
DEPENDENCE ON MATERIALS AND EQUIPMENT SUPPLIERS -- OUR BUSINESS MAY SUFFER IF
THE COST, QUALITY OR SUPPLY OF MATERIALS OR EQUIPMENT CHANGES ADVERSELY.
We obtain from various vendors the materials and equipment required for
the packaging and test services performed by our factories. We source most of
our materials, including critical materials such as leadframes and laminate
substrates, from a limited group of suppliers. Furthermore, we purchase all of
our materials on a purchase order basis and have no long-term contracts with any
of our suppliers. Our business may be harmed if we cannot obtain materials and
other supplies from our vendors: (1) in a timely manner, (2) in sufficient
quantities, (3) in acceptable quality or (4) at competitive prices.
During the second quarter of 2003, we began to experience increases in
substrate material costs as a result of supply shortages. We are working to
find means to mitigate these cost increases, including indentifying additional
vendors. To the extent that we are not successful, gross margins will be
negatively impacted.
INCREASED LITIGATION INCIDENT TO OUR BUSINESS -- OUR BUSINESS MAY SUFFER AS A
RESULT OF OUR INVOLVEMENT IN VARIOUS LAWSUITS.
We may from time to time become involved in various lawsuits and legal
proceedings which are incidental to the conduct of our business. Recently, we
have become party to an increased number of litigation matters, relative to
historic levels. Much of the recent increase in litigation relates to an
allegedly defective epoxy mold compound formerly used in some of our
34
products. In 2002, we were served with a third party complaint in an action
between Fujitsu Limited and Cirrus Logic, Inc., in which Fujitsu alleged that
semiconductor devices it purchased from Cirrus Logic were defective in that a
certain epoxy mold compound used in the manufacture of the chip causes a short
circuit which renders Fujitsu disk drive products inoperable. This case is
pending in the U.S. District Court for the Northern District of California. The
complaint, as amended to date, alleges damages in excess of $100 million,
although, as of this date, Fujitsu has not indicated how it will substantiate
this amount of damages. Cirrus Logic filed a third party complaint against us
alleging that any liability for chip defects should be assigned to us because we
assembled the subject semiconductor devices. Upon receipt of the third party
complaint, we filed an answer denying all liability, and our own third party
complaint against Sumitomo Bakelite Co., Ltd., the Japanese manufacturer of the
allegedly defective epoxy mold compound. More recently, we have been drawn into
two additional actions related to this epoxy mold compound. In March, 2003, we
were served with a cross-complaint in an action between Seagate Technology and
Atmel Corporation. We have answered Atmel's cross-complaint, denying all
liability, and have filed a cross-complaint against Sumitomo Bakelite Co., Ltd.,
the manufacturer of the allegedly defective mold compound. No trial date has
been set in this case, which is pending in the Superior Court of California,
Santa Clara County. In April 2003, we were served with a cross-complaint in an
action between Maxtor Corporation and Koninklijke Philips Electronics
("Philips"). Philips subsequently filed a cross-complaint directly against
Sumitomo Bakelite Co., Ltd., alleging, among other things, that Sumitomo
Bakelite Co., Ltd. breached its contractual obligations to both us and Philips
by supplying a defective mold compound resulting in the failure of certain
Philips semiconductor devices. We have denied all liability in this matter and
have also asserted a cross-complaint against Sumitomo Bakelite Co., Ltd. A trial
date has been set for April 2004 and this case is pending in the Superior Court
of California, Santa Clara County. On May 1, 2003, we received a demand letter
from another customer requesting indemnification for damages resulting from
allegedly defective epoxy mold compound. We have declined the demand for
indemnity. This customer has subsequently obtained court approval to include us
as a defendant in a previously existing lawsuit against the manufacturer of the
epoxy mold compound.
We were also recently sued with a complaint filed by Maxim Integrated
Products, Inc. seeking damages for the use of defective mold compound. This case
is pending in the Superior Court of California, Santa Clara County. We have not
yet responded to this complaint but expect to fully deny all liability and may
assert cross-claims against Sumitomo Bakelite Co., Ltd., which was also named by
Maxim as a defendant.
In the case of each of these matters, all of which are at an early
stage, we believe we have meritorious defenses and valid third party claims
against Sumitomo Bakelite Co., Ltd. should the epoxy mold compound be found to
be defective. However, we cannot be certain that we will be able to recover any
amount from Sumitomo Bakelite Co., Ltd. if we are held liable in these matters,
or that any adverse result would not have a material impact upon us. Moreover,
other customers of ours have made inquiries about the epoxy mold compound, which
was widely used in the semiconductor industry, and no assurance can be given
that claims similar to these will not be made against us by other customers in
the future.
RAPID TECHNOLOGICAL CHANGE -- OUR BUSINESS WILL SUFFER IF WE CANNOT KEEP UP WITH
TECHNOLOGICAL ADVANCES IN OUR INDUSTRY.
The complexity and breadth of semiconductor packaging and test services
are rapidly changing. As a result, we expect that we will need to offer more
advanced package designs in order to respond to competitive industry conditions
and customer requirements. Our success depends upon our ability to develop and
implement new manufacturing processes and package design technologies. The need
to develop and maintain advanced packaging capabilities and equipment could
require significant research and development and capital expenditures in future
years. In addition, converting to new package designs or process methodologies
could result in delays in producing new package types that could adversely
affect our ability to meet customer orders.
Technological advances also typically lead to rapid and significant
price erosion and may make our existing products less competitive or our
existing inventories obsolete. If we cannot achieve advances in package design
or obtain access to advanced package designs developed by others, our business
could suffer.
COMPETITION -- WE COMPETE AGAINST ESTABLISHED COMPETITORS IN THE PACKAGING AND
TEST BUSINESS.
The subcontracted semiconductor packaging and test market is very
competitive. We face substantial competition from established packaging and test
service providers primarily located in Asia, including companies with
significant manufacturing capacity, financial resources, research and
development operations, marketing and other capabilities. These companies also
have established relationships with many large semiconductor companies that are
current or potential
35
customers. On a larger scale, we also compete with the internal semiconductor
packaging and test capabilities of many of our customers.
ENVIRONMENTAL REGULATIONS -- FUTURE ENVIRONMENTAL REGULATIONS COULD PLACE
ADDITIONAL BURDENS ON OUR MANUFACTURING OPERATIONS.
The semiconductor packaging process uses chemicals and gases and
generates byproducts that are subject to extensive governmental regulations. For
example, at our foreign manufacturing facilities, we produce liquid waste when
silicon wafers are diced into chips with the aid of diamond saws, then cooled
with running water. Federal, state and local regulations in the United States,
as well as international environmental regulations, impose various controls on
the storage, handling, discharge and disposal of chemicals used in our
manufacturing processes and on the factories we occupy.
Increasingly, public attention has focused on the environmental impact
of semiconductor manufacturing operations and the risk to neighbors of chemical
releases from such operations. In the future, applicable land use and
environmental regulations may: (1) impose upon us the need for additional
capital equipment or other process requirements, (2) restrict our ability to
expand our operations, (3) subject us to liability or (4) cause us to curtail
our operations.
PROTECTION OF INTELLECTUAL PROPERTY -- WE MAY BECOME INVOLVED IN INTELLECTUAL
PROPERTY LITIGATION.
As of June 30, 2003, we held 243 U.S. patents and had 199 pending
patents. In addition to the U.S. patents, we held 728 patents in foreign
jurisdictions. We expect to continue to file patent applications when
appropriate to protect our proprietary technologies, but we cannot assure you
that we will receive patents from pending or future applications. In addition,
any patents we obtain may be challenged, invalidated or circumvented and may not
provide meaningful protection or other commercial advantage to us.
We may need to enforce our patents or other intellectual property
rights or to defend ourselves against claimed infringement of the rights of
others through litigation, which could result in substantial cost and diversion
of our resources. The semiconductor industry is characterized by frequent claims
regarding patent and other intellectual property rights. If any third party
makes a valid claim against us, we could be required to:
- discontinue the use of certain processes;
- cease the manufacture, use, import and sale of infringing
products;
- pay substantial damages;
- develop non-infringing technologies; or
- acquire licenses to the technology we had allegedly infringed.
If we fail to obtain necessary licenses or if we face litigation
relating to patent infringement or other intellectual property matters, our
business could suffer.
CONTINUED CONTROL BY EXISTING STOCKHOLDERS -- MR. JAMES KIM AND MEMBERS OF HIS
FAMILY CAN SUBSTANTIALLY CONTROL THE OUTCOME OF ALL MATTERS REQUIRING
STOCKHOLDER APPROVAL.
As of June 30, 2003, Mr. James Kim and members of his family
beneficially owned approximately 44.0% of our outstanding common stock. Mr.
James Kim's family, acting together, will substantially control all matters
submitted for approval by our stockholders. These matters could include:
- the election of all of the members of our board of directors;
- proxy contests;
- mergers involving our company;
- tender offers; and
- open market purchase programs or other purchases of our common
stock.
STOCK PRICE VOLATILITY
The trading price of our common stock has been and is likely to
continue to be highly volatile and could be subject to wide fluctuations in
response to factors such as:
36
- actual or anticipated quarter-to-quarter variations in
operating results;
- announcements of technological innovations or new products and
services by Amkor or our competitors;
- general conditions in the semiconductor industry;
- changes in earnings estimates or recommendations by analysts;
and
- other events or factors, many of which are out of our control.
In addition, the stock market in general, and the Nasdaq National
Market and the markets for technology companies in particular, have experienced
extreme price and volume fluctuations. This volatility has affected the market
prices of securities of companies like ours for reasons that have often been
unrelated or disproportionate to such companies' operating performance. These
broad market fluctuations may adversely affect the market price of our common
stock.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK SENSITIVITY
We are exposed to market risks, primarily related to foreign currency
and interest rate fluctuations. In the normal course of business, we employ
established policies and procedures to manage the exposure to fluctuations in
foreign currency values and changes in interest rates.
Foreign Currency Risks
Our primary exposures to foreign currency fluctuations are associated
with transactions and related assets and liabilities denominated in Philippine
pesos, Korean won, Japanese yen, and Taiwanese dollars. The objective in
managing these foreign currency exposures is to minimize the risk through
minimizing the level of activity and financial instruments denominated in those
currencies. Our use of derivatives instruments including forward exchange
contracts has been insignificant in the first half of 2003, and throughout 2002
and 2001, and it is expected our use of derivative instruments will continue to
be minimal.
The peso-based financial instruments primarily consist of cash,
non-trade receivables, deferred tax assets and liabilities, non-trade payables,
accrued payroll, taxes and other expenses. Based on the portfolio of peso-based
assets and liabilities at June 30, 2003, a 20% decrease in the Philippine peso
to U.S. dollar spot exchange rate as of the balance sheet dates would result in
a increase of approximately $1.8 million in peso-based net liabilities. Based
on the portfolio of peso-based assets and liabilities at December 31, 2002, a
20% increase in the Philippine peso to U.S. dollar spot exchange rate as of the
balance sheet dates would result in a decrease of approximately $0.5 million,
in peso-based net assets.
The won-based financial instruments primarily consist of cash,
non-trade receivables, investments, non-trade payables, accrued payroll, taxes
and other expenses. Based on the portfolio of won-based assets and liabilities
at June 30, 2003 and December 31 2002, a 20% increase in the Korean won to U.S.
dollar spot exchange rate as of the balance sheet dates would result in a
decrease of approximately $19.1 million and $10.3 million, respectively, in
won-based net assets.
The Taiwanese dollar-based financial instruments primarily consist of
cash, non-trade receivables, deferred tax assets and liabilities, non-trade
payables, accrued payroll taxes, debt and other expenses. Based on the portfolio
of Taiwanese dollar-based assets and liabilities at June 30, 2003, a 20%
decrease in the Taiwanese dollar to U.S. dollar spot exchange rate as of the
balance sheet date would result in an increase of approximately $4.0 million in
Taiwanese dollar-based net liabilities. Based on the portfolio of Taiwanese
dollar-based assets and liabilities at December 31, 2002, a 20% increase in the
Taiwanese dollar to U.S. dollar spot exchange rate as of the balance sheet date
would result in a decrease of approximately $1.8 million in Taiwanese
dollar-based net assets.
The yen-based financial instruments primarily consist of cash, trade
receivables, deferred tax assets and liabilities, non-trade payables, accrued
payroll, taxes, debt and other expenses. Our exposure to the yen is principally
as a result of our 2001 acquisition of Amkor Iwate Corporation and our 2002
acquisition of a semiconductor packaging business of Citizen Watch Co., Ltd.
Based on the portfolio of yen-based assets and liabilities at June 30, 2003 and
December 31, 2002, a 20% decrease in the Japanese yen to U.S. dollar spot
exchange rate as of the balance sheet date would result in an increase of
approximately $7.1 million and $15.5 million, respectively, in yen-based net
liabilities.
37
Interest Rate Risks
We are exposed to interest rate risk with respect to our long-term
debt. As of June 30, 2003, we had a total of $1,863.9 million of debt of which
88% was fixed rate debt and 12% was variable rate debt. Our variable rate debt
principally consisted of short-term borrowings and amounts outstanding under our
secured bank facilities that included a term loan and a $30.0 million revolving
line of credit of which no amounts were drawn as of June 30, 2003. The fixed
rate debts consists of senior notes, senior subordinated notes, convertible
subordinated notes and foreign debt. As of December 31, 2002 we had a total of
$1,808.9 million of debt of which 91% was fixed rate debt and 9% was variable
rate debt. Changes in interest rates have different impacts on our fixed and
variable rate portions of our debt portfolio. A change in interest rates on the
fixed portion of the debt portfolio impacts the fair value of the instrument but
has no impact on interest incurred or cash flows. A change in interest rates on
the variable portion of the debt portfolio impacts the interest incurred and
cash flows but does not impact the fair value of the instrument. The fair value
of the convertible subordinated notes is also impacted by the market price of
our common stock.
The table below presents the interest rates, maturities and fair value
of our fixed and variable rate debt as of June 30, 2003.
YEAR ENDING DECEMBER 31,
-------------------------------------------------------
FAIR
2003 2004 2005 2006 2007 THEREAFTER TOTAL VALUE
-------- ------- --------- --------- --------- ------------ ------------- -----------
Long-term debt:
Fixed rate debt $ 7,728 $ 1,164 $ 402 $ 250,030 $ 258,750 $ 1,123,000 $ 1,641,074 $ 1,566,435
Average interest rate 4.0% 4.0% 4.0% 5.7% 5.0% 8.9% 7.8%
Variable rate debt $ 39,846 $ 5,186 $ 131,068 $ 44,542 $ 804 $ 1,409 $ 222,855 $ 222,855
Average interest rate 1.8% 4.5% 5.1% 5.0% 2.8% 2.9% 4.4%
Equity Price Risks
Our outstanding 5.75% convertible subordinated notes due 2006 and 5%
convertible subordinated notes due 2007 are convertible into common stock at
$35.00 per share and $57.34 per share, respectively. If investors were to decide
to convert their notes to common stock, our future earnings would benefit from a
reduction in interest expense and our common stock outstanding would be
increased. If we paid a premium to induce such conversion, our earnings could
include an additional charge.
ITEM 4. CONTROLS AND PROCEDURES
(a) Amkor carried out an evaluation, under the supervision and
with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure
controls and procedures (as such term is defined in Rule
13a-15(e) of the Securities Exchange Act of 1934 (the
"Exchange Act")) as of the end of the fiscal quarter covered
by this report. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that,
as of the end of the quarter, our disclosure controls and
procedures are effective in timely alerting them to material
information relating to our company (including its
consolidated subsidiaries) required to be included in our
Exchange Act filings.
(b) There were no significant changes in our company's internal
control over financial reporting during the quarter covered by
this report that have materially affected, or are reasonable
likely to materially affect, Amkor's control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We currently are a party to various legal proceedings, including those
noted below. While we currently believe that the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a material adverse
effect on our financial position or overall trends in results of operations,
litigation is subject to inherent uncertainties. Were an unfavorable ruling to
occur, there exists the possibility of a material adverse impact on the net
income of the period in which the ruling occurs. The estimate of the potential
impact on our financial position or overall results of operations for the
following legal proceedings could change in the future.
38
Recently, we have become party to an increased number of litigation
matters, relative to historic levels. Much of the recent increase in litigation
relates to an allegedly defective epoxy mold compound formerly used in some of
our products. In 2002, we were served with a third party complaint in an action
between Fujitsu Limited and Cirrus Logic, Inc., in which Fujitsu alleged that
semiconductor devices it purchased from Cirrus Logic were defective in that a
certain epoxy mold compound used in the manufacture of the chip causes a short
circuit which renders Fujitsu disk drive products inoperable. This case is
pending in the U.S. District Court for the Northern District of California. The
complaint, as amended to date, alleges damages in excess of $100 million,
although, as of this date, Fujitsu has not indicated how it will substantiate
this amount of damages. Cirrus Logic filed a third party complaint against us
alleging that any liability for chip defects should be assigned to us because we
assembled the subject semiconductor devices. Upon receipt of the third party
complaint, we filed an answer denying all liability, and our own third party
complaint against Sumitomo Bakelite Co., Ltd., the Japanese manufacturer of the
allegedly defective epoxy mold compound. More recently, we have been drawn into
two additional actions related to this epoxy mold compound. In March, 2003, we
were served with a cross-complaint in an action between Seagate Technology and
Atmel Corporation. We have answered Atmel's cross-complaint, denying all
liability, and have filed a cross-complaint against Sumitomo Bakelite Co., Ltd.,
the manufacturer of the allegedly defective mold compound. No trial date has
been set in this case, which is pending in the Superior Court of California,
Santa Clara County. In April 2003, we were served with a cross-complaint in an
action between Maxtor Corporation and Koninklijke Philips Electronics
("Philips"). Philips subsequently filed a cross-complaint directly against
Sumitomo Bakelite Co., Ltd., alleging, among other things, that Sumitomo
Bakelite Co., Ltd. breached its contractual obligations to both us and Philips
by supplying a defective mold compound resulting in the failure of certain
Philips semiconductor devices. We have denied all liability in this matter and
have also asserted a cross-complaint against Sumitomo Bakelite Co., Ltd. A trial
date has been set for April 2004 and this case is pending in the Superior Court
of California, Santa Clara County. On May 1, 2003, we received a demand letter
from another customer requesting indemnification for damages resulting from
allegedly defective epoxy mold compound. We have declined the demand for
indemnity. This customer has subsequently obtained court approval to include us
as a defendant in a previously existing lawsuit against the manufacturer of the
epoxy mold compound.
We were also recently sued with a complaint filed by Maxim Integrated
Products, Inc. seeking damages for the use of defective mold compound. This case
is pending in the Superior Court of California, Santa Clara County. We have not
yet responded to this complaint but expect to fully deny all liability and may
assert cross-claims against Sumitomo Bakelite Co., Ltd., which was also named by
Maxim as a defendant.
In the case of each of these matters, all of which are at an early
stage, we believe we have meritorious defenses and valid third party claims
against Sumitomo Bakelite Co., Ltd., should the epoxy mold compound be found to
be defective. However, we cannot be certain that we will be able to recover any
amount from Sumitomo Bakelite Co., Ltd. if we are held liable in these matters,
or that any adverse result would not have a material impact upon us. Moreover,
other customers of ours have made inquiries about the epoxy mold compound, which
was widely used in the semiconductor industry, and no assurance can be given
that claims similar to these will not be made against us by other customers in
the future.
On August 16, 2002, we filed a complaint against Motorola, Inc. in an
action captioned Amkor Technology, Inc. v. Motorola, Inc., C.A. No. 02C-08-160
CHT, pending in the Superior Court of the State of Delaware in and for New
Castle County. In this action, Amkor was seeking declaratory judgment relating
to a controversy between Amkor and Motorola concerning: (i) the assignment by
Citizen Watch Co., Ltd. ("Citizen") to Amkor of a Patent License Agreement dated
January 25, 1996 between Motorola and Citizen (the "License Agreement") and
concurrent assignment by Citizen to Amkor of Citizen's interest in U.S. Patents
5,241,133 and 5,216,278 (the "'133 and '278 patents"); and (ii) Amkor's
obligation to make certain payments pursuant to an Immunity Agreement dated June
30, 1993 between Amkor and Motorola (the "Immunity Agreement").
We and Motorola have recently resolved the controversy with respect to
all issues relating to the Immunity Agreement, and all claims and counterclaims
filed by the parties in the case relating to the Immunity Agreement will be
dismissed or otherwise disposed of without further litigation. The claims
relating to the License Agreement and the '133 and '278 Patents remain pending,
with a trial date currently scheduled for Fall 2003.
We believe we will prevail on the merits in this case. Moreover, should
it be determined that the License Agreement or Citizen's interest in the '133
and '278 Patents were not successfully transferred to us, we believe we have
recourse against Citizen. However, no assurance can be given that an adverse
outcome in the case cannot occur, or that any adverse outcome would not have a
material impact.
39
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
4.1 Registration Rights Agreement, dated as of May 8, 2003, between Amkor
Technology, Inc. and Citigroup Global Markets Inc., Deutsche Bank
Securities, Inc. and J.P. Morgan Securities, Inc. (filed as exhibit 4.2
to Amkor's Registration Statement on Form S-4 filed on July 10, 2003
and incorporated herein by reference).
12.1 Computation of Ratio of Earnings to Fixed Charges
31.1 Certification of James J. Kim, Chief Executive Officer of Amkor
Technology, Inc., Pursuant to Rule 13a - 14(a) under the Securities
Exchange Act of 1934.
31.2 Certification of Kenneth T. Joyce, Chief Financial Officer of Amkor
Technology, Inc., Pursuant to Rule 13a - 14(a) under the Securities
Exchange Act of 1934.
32 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(b) REPORTS ON FORM 8-K
We filed the following reports on Form 8-K with the Securities and
Exchange Commission during the quarterly period ended June 30, 2003:
Current Report on Form 8-K dated April 23, 2003 (filed April 23, 2003)
related to the completion of our $200.0 million refinancing.
Current Report on Form 8-K dated April 29, 2003 (filed April 29, 2003)
related to a press release dated April 29, 2003 announcing our financial results
for the quarter ended March 31, 2003.
Current Report on Form 8-K dated April 30, 2003 (filed May 6, 2003)
related to the intent to sell $425.0 million principal amount of senior notes
due 2013.
Amendment No. 1 to Current Report on Form 8-K/A dated April 30, 2003
(filed May 21, 2003).
40
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 thereto duly authorized.
AMKOR TECHNOLOGY, INC.
By:/s/ KENNETH T. JOYCE
-----------------------------------
Kenneth T. Joyce
Chief Financial Officer
(Principal Financial, Chief Accounting
Officer and Duly Authorized Officer)
Date: August 14, 2003
41