<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
August 5, 1999
------------------------------------------------
Date of Report (Date of earliest event reported)
AMKOR TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware
----------------------------------------------
(State or other jurisdiction of incorporation)
<TABLE>
<S> <C>
0-29472 23-1722724
- --------------------- ------------------------------------
(Commission File No.) (IRS Employer Identification Number)
</TABLE>
1345 Enterprise Drive
West Chester, PA 19380
(610) 431-9600
----------------------------------------
(Address of Principal Executive Offices)
Not Applicable.
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. OTHER EVENTS
The information that is set forth in the Registrant's Press Release dated
August 5, 1999 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Text of Press Release dated August 5, 1999
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMKOR TECHNOLOGY, INC.
By: /s/ KENNETH T. JOYCE
----------------------------------
Kenneth T. Joyce
Chief Financial Officer
Dated: August 5, 1999
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
99.1 Text of Press Release dated August 5, 1999.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
[AMKOR LOGO]
News Release
AMKOR TECHNOLOGY REPORTS SECOND QUARTER RESULTS
OUTLOOK IS STRONG FOR SECOND HALF OF YEAR
West Chester, PA. - August 5, 1999 -- Amkor Technology, Inc. (Nasdaq: AMKR), the
world's largest provider of contract semiconductor packaging and test services,
cited strengthening demand and a strong second half outlook in reporting
financial results for the second quarter ended June 30, 1999. Revenues were $450
million, up 16.9 percent from $385 million in the second quarter of 1998.
Assembly & test revenues were $380 million compared with $372 million in the
second quarter of last year. Wafer fab revenues were $70 million compared with
$13 million in the second quarter of 1998.
Net income was $11.5 million, or $0.10 per share, compared with pro forma net
income of $20.8 million, or $0.19 per share, for the year-ago period.
There were 118 million weighted average shares outstanding for the second
quarter of 1999 compared with 116 million weighted average shares outstanding in
the year ago period. Amkor sold 35.3 million common shares in its May 1998
initial public offering.
Second quarter EBITDA rose to $67.5 million from $63.8 million in the second
quarter of 1998. EBITDA is defined as earnings before income taxes; equity in
income (loss) of affiliates; foreign currency gain or loss; interest expenses,
net; depreciation and amortization. We have included data concerning EBITDA
because investors use it to provide information regarding our historical ability
to service debt. EBITDA is not determined in accordance with U.S. GAAP.
For the first six months of 1999, revenues rose 15% to $870 million from $756
million in the first six months of 1998. Net income was $30.4 million, or $0.26
per share, compared to pro forma net income of $30.4 million, or $0.32 per
share, for the year-ago period.
"We believe the second quarter marked a turning point in the cycle and
represents a springboard for what we expect will be sharply improved performance
in the second half of the year," said John Boruch, Amkor's President. "The
growth drivers in our business have finally begun to assert themselves. We are
seeing much stronger demand in our core packaging and test business, especially
in our advanced leadframe and laminate packages that support rapidly growing
communications applications."
-more-
<PAGE> 2
Unit shipments rose 25% over the year-ago quarter and 11% over the first quarter
of 1999. Overall assembly & test capacity utilization rose to 80% from 74% in
the year-ago period and 76% in the first quarter of 1999. High end (advanced
leadframe and laminate) products represented 59% of packaging and test revenues
for both the first and second quarter of 1999, compared to 54% in Q2 '98.
"We are aggressively expanding capacity in several of our advanced product lines
in order to accommodate strong customer demand, which we expect will continue
into next year," said Mr. Boruch. "Customer die support has been very firm, and
despite the tight market for wafer supply, we are optimistic that our customers
will continue to have access to wafers."
"Anam's wafer fab was operating at full capacity of approximately 17,000 wafer
starts per month during the second quarter. Wafer fab sales reflected continued
strong demand from Texas Instruments for digital signal processor wafers. We
have several additional customers who recognize the leading-edge technology
available at Anam Semiconductor Inc.'s fab and for whom Anam will be supplying
wafers during the third quarter," added Mr. Boruch.
"The second quarter performance at K4 turned out better than expected, and we
achieved acceptable margins," said Mr. Boruch. "Existing customer demand
forecasts for K4 are very strong, and we anticipate improved sales volumes and
margins as we look ahead to the third and fourth quarter."
"Second quarter results were also influenced by pricing actions taken during the
soft market of Q4 '98 and Q1 '99, however the pricing environment is certainly
improving," noted Mr. Boruch. "Overall ASP declines were just over 4% for the
second quarter, compared with ASP declines of 7%, 9% and 10% for the three prior
quarters. We expect that the second half of the year will reflect a continued
improvement in product mix toward advanced packages with higher ASPs. Based on
our expectations of higher production throughput in our K4 and P3 factories, we
anticipate achieving higher gross margins in the second half of the year than we
did in the second quarter."
Ken Joyce, Amkor's Chief Financial Officer, noted, "We previously announced that
the contractual level of gross margin on revenue derived from Anam's packaging &
test factories during the first quarter of 1999 would remain in effect for the
second and third quarter of 1999. This gross margin level has actually been in
effect since the second quarter of 1998, and I am pleased to note that we have
negotiated with Anam to maintain this gross margin level for the remainder of
1999."
-more-
<PAGE> 3
"Due to the tax holiday associated with the K4 facility, our effective tax rate
was 28% in the second quarter, and we expect it to approach 25% in the third and
fourth quarters of 1999," said Mr. Joyce.
Pro forma results are presented for 1998 because prior to May 1, 1998 certain of
the Company's subsidiaries were taxed as S corporations and as a result, did not
recognize any provision for Federal income taxes. Pro forma financial data
reflect a pro forma provision to reflect the U.S. Federal and state income
taxes, which would have been recorded by the Company if these subsidiaries had
been C corporations.
The attached financial statements reflect the $625 million long-term debt raised
in connection with the acquisition of K4. The 1999 Balance Sheet and Income
Statement data include the asset, liabilities and results of operations for K4
from the acquisition date of May 17, 1999 through June 30, 1999. The above
amounts do not include any charge for purchased research and development related
to the acquisition of K4. Subject to completion of our appraisal, a portion of
the purchase price may be accounted for as purchased R&D. The company does not
expect that this charge will be a significant portion of the purchase price.
Amkor Technology, Inc. is the world's largest provider of contract semiconductor
packaging and test services. The company offers a complete set of
micro-electronics manufacturing services including deep submicron wafer
fabrication, wafer probe testing, IC packaging design, assembly & testing,
burn-in, characterization and reliability testing. More information on Amkor
Technology, Inc. is available from the company's SEC filings and on Amkor's web
site, http://www.amkor.com. Amkor Technology, Inc. is traded on the Nasdaq
National Market under the symbol AMKR.
This news release contains forward-looking statements - such as (1) our
expectation that the second half of the year will exhibit sharply improved
financial performance; (2) our expectations that unit demand for our products
will improve and that this demand will continue into next year; (3) our
expectations of an improvement in product mix toward advanced packages with
higher average selling prices during the second half of the year; (4) our belief
that our customers will continue to have access to wafers; (5) our expectations
of higher production throughput at our P3 and K4 factories; and (6) our
expectations of achieving higher gross margins in the second half of the year; -
that involve risks and uncertainties that could cause actual results to differ
from anticipated results. Further information on risk factors that could affect
the outcome of the events set forth in these statements and that would affect
the company's operating results and financial condition is detailed in the
company's filings with the Securities and Exchange Commission, including the
Report on Form 10-K for the fiscal year ended December 31, 1998.
Contact: Jeffrey Luth, VP Investor Relations
610-431-9600 ext. 5613
(tables to follow)
<PAGE> 4
AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED JUNE 30,
-------------------------
1998 1999
--------- ---------
(unaudited) (unaudited)
<S> <C> <C>
NET REVENUES .................................. $ 384,724 $ 449,925
COST OF REVENUES -- including
Purchases from ASI ......................... 317,106 383,162
--------- ---------
GROSS PROFIT .................................. 67,618 66,763
--------- ---------
OPERATING EXPENSES:
Selling, general and administrative ......... 28,939 35,017
Research and development .................... 1,938 2,843
--------- ---------
Total operating expenses ................. 30,877 37,860
--------- ---------
OPERATING INCOME .............................. 36,741 28,903
--------- ---------
OTHER (INCOME) EXPENSE:
Interest expense, net ....................... 4,875 10,799
Foreign currency (gain) loss ................ 956 98
Other expense, net .......................... 1,808 2,006
--------- ---------
Total other expense ...................... 7,639 12,903
--------- ---------
INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST ....................... 29,102 16,000
PROVISION FOR INCOME TAXES .................... 3,109 4,480
MINORITY INTEREST ............................. (126) --
--------- ---------
NET INCOME .................................... $ 26,119 $ 11,520
========= =========
PRO FORMA DATA (UNAUDITED):
Historical income before income taxes
and minority interest .................... $ 29,102
Pro forma provision for income taxes ........ 8,437
---------
Pro forma income before minority
Interest ................................. 20,665
Historical minority interest ................ (126)
---------
Pro forma net income ........................ $ 20,791
=========
PER SHARE DATA:
Basic net income
per common share ......................... $ .25 $ .10
========= =========
Diluted net income
per common share ......................... $ .23 $ .10
========= =========
Basic pro forma net income
per common share ......................... $ .20
=========
Diluted pro forma net income
per common share ......................... $ .19
=========
Shares used in computing basic net income
per common share .............................. 106,035 118,131
========= =========
Shares used in computing diluted net income
per common share .............................. 116,428 118,396
========= =========
</TABLE>
<PAGE> 5
AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
----------------------
1998 1999
-------- --------
(unaudited) (unaudited)
<S> <C> <C>
NET REVENUES ................................. $756,457 $869,882
COST OF REVENUES -- including
Purchases from ASI ........................ 627,162 740,544
-------- --------
GROSS PROFIT ................................. 129,295 129,338
-------- --------
OPERATING EXPENSES:
Selling, general and administrative ........ 57,654 65,123
Research and development ................... 3,995 5,094
-------- --------
Total operating expenses ................ 61,649 70,217
-------- --------
OPERATING INCOME ............................. 67,646 59,121
-------- --------
OTHER (INCOME) EXPENSE:
Interest expense, net ...................... 14,397 12,434
Foreign currency (gain) loss ............... 3,703 404
Other expense, net ......................... 5,897 3,628
-------- --------
Total other expense ..................... 23,997 16,466
-------- --------
INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST ...................... 43,649 42,655
PROVISION FOR INCOME TAXES ................... 8,159 12,210
MINORITY INTEREST ............................ 559 --
-------- --------
NET INCOME ................................... $ 34,931 $ 30,445
======== ========
PRO FORMA DATA (UNAUDITED):
Historical income before income taxes
and minority interest ................... $ 43,649
Pro forma provision for income taxes ....... 12,659
--------
Pro forma income before minority
Interest ................................ 30,990
Historical minority interest ............... 559
--------
Pro forma net income ....................... $ 30,431
========
PER SHARE DATA:
Basic net income
per common share ........................ $ .37 $ .26
======== ========
Diluted net income
per common share ........................ $ .36 $ .26
======== ========
Basic pro forma net income
per common share ........................ $ .32
========
Diluted pro forma net income
per common share ........................ $ .32
========
Shares used in computing basic net income
per common share ............................. 94,323 117,995
======== ========
Shares used in computing diluted net income
per common share ............................. 99,519 118,289
======== ========
</TABLE>
<PAGE> 6
AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ............................ $ 227,587 $ 107,553
Short-term investments ............................... 1,000 119,464
Accounts receivable --
Trade, net of allowance for doubtful
accounts of $5,952 .............................. 109,243 163,876
Due from affiliates ............................... 25,990 4,417
Other ............................................. 5,900 60,742
Inventories .......................................... 85,628 74,272
Other current assets ................................. 16,687 15,896
----------- -----------
Total current assets ......................... 472,035 546,220
----------- -----------
PROPERTY, PLANT AND EQUIPMENT, net ..................... 416,111 749,025
----------- -----------
INVESTMENTS ............................................ 25,476 24,560
----------- -----------
OTHER ASSETS:
Due from affiliates .................................. 28,885 39,857
Intangible Assets .................................... 26,158 304,435
Other ................................................ 34,932 61,413
----------- -----------
Total other assets ........................... 89,975 405,705
----------- -----------
Total assets ................................. $ 1,003,597 $ 1,725,510
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank overdraft ....................................... $ 13,429 $ 8,818
Short-term borrowings and current portion of
long-term debt .................................... 38,657 25,724
Trade accounts payable ............................... 96,948 115,547
Due to affiliates .................................... 15,722 95,623
Accrued expenses ..................................... 77,004 69,307
Accrued income taxes ................................. 38,892 29,146
----------- -----------
Total current liabilities .................... 280,652 344,165
----------- -----------
LONG-TERM DEBT ......................................... 14,846 10,572
----------- -----------
CONVERTIBLE DEBT ....................................... 207,000 207,000
----------- -----------
SENIOR AND SENIOR SUBORDINATED NOTES.................... -- 625,000
----------- -----------
OTHER NONCURRENT LIABILITIES ........................... 10,738 16,642
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock ......................................... 118 118
Additional paid-in capital ........................... 381,061 382,609
Retained earnings .................................... 109,738 140,183
Accumulated other comprehensive income ............... (556) (779)
----------- -----------
Total stockholders' equity ................... 490,361 522,131
----------- -----------
Total liabilities and stockholders' equity ... $ 1,003,597 $ 1,725,510
=========== ===========
</TABLE>
# # #
