UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 5, 2008

 

AMKOR TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		000-29472		23-1722724
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1900 SOUTH PRICE ROAD
CHANDLER, AZ 85286
(Address of Principal Executive Offices, including Zip Code)

(480) 821-5000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02		Results of Operations and Financial Condition

Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for Amkor Technology, Inc. for the three and six months ended June 30, 2008 and forward-looking statements relating to the third quarter of 2008 as presented in a press release dated August 5, 2008. The information in this Form 8-K and the exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Exhibit 99.1 discloses free cash flow for the three and six months ended June 30, 2008. Free cash flow (which we define as net cash provided by operating activities less purchases of property, plant and equipment) is considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. We believe free cash flow to be relevant and useful information to our investors in assessing our financial operating results as this measure is used by our management in evaluating our liquidity, our ability to service debt and fund capital expenditures. However, this measure should be considered in addition to, and not as a substitute for, or superior to, cash flows or other measures of financial performance prepared in accordance with generally accepted accounting principles, and may not be comparable to similarly titled measures reported by other companies. The non-GAAP measures included in our press release have been reconciled to the nearest GAAP measure as required under SEC rules regarding the use of non-GAAP financial measures.

Item 9.01		Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished (not filed) herewith.

99.1 Text of Press Release dated August 5, 2008

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.

Date: August 5, 2008

EXHIBIT INDEX:

99.1 Text of Press Release dated August 5, 2008

Exhibit 99.1

News Release

Amkor Reports Second Quarter 2008 Results

Chandler, Ariz., August 5, 2008 – Amkor Technology, Inc. (NASDAQ: AMKR) today reported its financial results for the second quarter ended June 30, 2008.

Second quarter net sales of $691 million were down sequentially 1% from the first quarter of 2008 and up 6% from the second quarter of 2007. Second quarter net income was $65 million, down 9% from the first quarter of 2008 and up 110% from the second quarter of 2007. Second quarter earnings per diluted share was $0.33, down $0.03 from the first quarter of 2008 and up $0.17 from the second quarter of 2007. Second quarter net income includes a $10 million gain, with no net tax effect, or $0.05 per diluted share, from a real estate sale. During the second quarter of 2007, Amkor recorded charges, with no net tax effect, of $16 million, or $0.08 per diluted share, in connection with a refinancing transaction.

“Net sales decreased $9 million or 1% sequentially, while overall unit shipments were down 3% compared to the first quarter of 2008,” said James Kim, Amkor’s chairman and chief executive officer. “Second quarter 2008 sales reflect continued revenue growth for 3D packaging, flip chip and wafer-level packaging and test services. However, this growth was more than offset by reduced sales of our leadframe packaging and certain of our laminate packaging services.”

“The decline in revenues compared to our prior guidance was due primarily to the production disruptions we experienced as a result of our ERP implementation in the Philippines as customers reduced inventory levels, utilized alternative sources and delayed orders,” said Ken Joyce, Amkor’s president and chief operating officer. “Although normal production capabilities have been restored, we believe our net sales were negatively impacted by approximately $10 million to $15 million by the ERP disruption. We also experienced some weakness from the first quarter in computing, legacy gaming and certain wireless applications,” said Joyce.

“As we look ahead, we are cautious about increasing softness in the consumer markets and global economic uncertainty. For the third quarter of 2008, we expect revenues to grow sequentially by 4% to 6%, which is below the level of historical seasonality due to uncertainty around consumer demand,” said Kim.

“Gross margin for the second quarter was 23%, down from 25% in the first quarter of 2008 and 25% in the second quarter of 2007, reflecting the impact of lower than expected sales and an overall product mix of packages with higher material cost,” said Joanne Solomon, Amkor’s chief financial officer. “Approximately $5 million of the sequential decline in gross profit is attributable to the $9 million reduction in second quarter sales from the first quarter. As part of ongoing efforts initiated earlier this year to improve factory performance and manage costs, we plan to reduce the workforce in our factories by more than 600 employees in the third quarter of 2008. We estimate that $10 million will be charged to cost of sales and $1 million will be charged to selling, general and administrative expense in the third quarter for these programs,” said Solomon.

Second quarter net income included a foreign currency gain of $12 million, principally due to the depreciation of the Korean won and the resulting re-measurement of Amkor’s Korean employee benefit plan liability. Amkor’s effective income tax rate for the second quarter was 6% and the anticipated effective tax rate for the full year 2008 is approximately 7%.

“Capital additions for the quarter totaled $122 million, which was less than we anticipated due to delay in timing and reduction in scope of certain capital projects during the quarter. We work with our customers to align our product development roadmaps and expand our capacity in direct response to where they are experiencing strong demand,” said Solomon. “We expect capital additions to be approximately $125 million in the third quarter of 2008, after which we expect capital additions to decline for the remainder of the year. For the full year 2008, we expect our capital expenditures to be approximately 14% of revenues.”

“We generated $1 million of free cash flow in the second quarter, compared to $92 million in the first quarter of 2008 and $80 million in the second quarter of 2007,” added Solomon. “While the sequential decline in operating income was only $11 million, the timing of cash payments for interest expense and capital additions had a significant impact on our free cash flow for the quarter.”

Selected operating data for the second quarter of 2008 is included in a section before the financial tables.

Business Outlook

On the basis of customers’ forecasts, we have the following expectations for the third quarter of 2008:

	•		Sales – Up 4% to 6% from the second quarter of 2008
	•		Gross Margin – between 23% — 24%
	•		Net income – in the range of $0.24 to $0.28 per diluted share

The outlook for gross margin and net income includes the impact of anticipated charges in the third quarter of 2008 related to employee workforce reductions. The charges to cost of sales and selling, general and administrative for these reductions are expected to be approximately $10 million and $1 million, respectively.

Amkor will conduct a conference call on August 5, 2008 at 5:00 p.m. eastern time. This call is being webcast by Thomson Financial and can be accessed at Amkor’s web site at www.amkor.com. You may also access the call by dialing 303-262-2130. A replay of the call will be made available at Amkor’s web site or by dialing 303-590-3000 (access passcode #11116655).

The webcast is also being distributed over Thomson Financial’s Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through Thomson Financial individual investor center at www.companyboardroom.com or by visiting any of the investor sites in Thomson Financial’s Individual Investor Network. Institutional investors can access the call via Thomson Financial’s password-protected event management site, StreetEvents (www.streetevents.com).

About Amkor

Amkor is a leading provider of semiconductor assembly and test services. The company offers semiconductor companies and electronics OEMs a complete set of microelectronics design and manufacturing services. More information on Amkor is available from the company’s SEC filings and on Amkor’s website: www.amkor.com.

Forward Looking Statement Disclaimer

This press release contains forward-looking statements within the meaning of federal securities laws. All statements other than statements of historical fact are considered forward looking statements including, without limitation, statements regarding the following: our stability within a challenging economy; our anticipated revenue growth; our anticipated level of debt repayment in 2008; our focus on continuing a disciplined approach to capital spending; our estimates of charges to cost of sales and selling, general and administrative expense in the third quarter of 2008; our expectations regarding capital intensity and the allocation of capital expenditures among our businesses; the expected dollar amount of our capital additions and the focus of our capital spending; the timing of our capital spending during the year; expectations regarding our effective tax rate for 2008; the uncertainty regarding consumer demand and the global economy; and the statements regarding sales, gross margin, net income per diluted share and expected costs of anticipated workforce reductions contained under Business Outlook. These forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could affect future results and cause actual results and events to differ materially from historical and expected results and those expressed or implied in the forward looking statements, including, but not limited to, the following: the highly unpredictable nature of the semiconductor industry; inability to achieve high capacity utilization rates; volatility of consumer demand for products incorporating our semiconductor packages; weakness in the forecasts of Amkor’s customers; customer modification of and follow through with respect to forecasts provided to Amkor; curtailment of outsourcing by our customers; our substantial indebtedness and restrictive covenants; failure to realize sufficient cash flow to fund capital expenditures; deterioration of the U.S. or other economies; the highly unpredictable nature and costs of litigation and other legal activities and the risk of adverse results of such matters, including our litigation with Tessera; the outcome of the pending SEC investigation; worldwide economic effects of terrorist attacks, natural disasters and military conflict; competitive pricing and declines in average selling prices; timing and volume of orders relative to production capacity; fluctuations in manufacturing yields; competition; dependence on international operations and sales; dependence on raw material and equipment suppliers and changes in raw material costs; exchange rate fluctuations; dependence on key personnel; difficulties in managing growth; enforcement of intellectual property rights; environmental and other governmental regulations; and technological challenges.

Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect our operating results and financial condition are discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2007 and in the company’s subsequent filings with the Securities and Exchange Commission made prior to or after the date hereof. Amkor undertakes no obligation to review or update any forward looking statements to reflect events or circumstances occurring after the date of this press release.

Company Contact:		Investor Relations Contact:
Joanne Solomon		Claire McAdams
Corporate Vice President & CFO		Investor Relations
480-821-5000 ext. 5416		530-274-0551
jsolo@amkor.com		cmcad@amkor.com

AMKOR TECHNOLOGY, INC.
Selected Operating Data

		Q2 2008				Q1 2008				Q2 2007
Sales Data:
Packaging services:
Wirebond — leadframe			28	%			29	%			35	%
Wirebond — laminate			40	%			40	%			51	%
Flip chip and wafer level processing			20	%			19	%			3	%
Packaging services			88	%			88	%			89	%
Test services			12	%			12	%			11	%
Total sales			100	%			100	%			100	%
Packaged units (in billions)			2.1				2.2				2.1
Net sales from top ten customers			49	%			50	%			48	%
Capacity utilization			73	%			80	%			80	%
End Market Distribution Data (an approximation based on a sampling of our largest customers):
Communications			42	%			41	%			35	%
Consumer			32	%			32	%			30	%
Computing			16	%			17	%			25	%
Other			10	%			10	%			10	%
Total			100	%			100	%			100	%

Earnings per Share Data:

		Q2 2008				Q1 2008				Q2 2007
		(in millions)
Net income — basic		$	65			$	72			$	31
Adjustment for dilutive securities on net income:
Interest on 2.5% convertible notes due 2011, net of tax			1				1				1
Interest on 6.25% convertible notes due 2013, net of tax			2				2				2
Net income — diluted		$	68			$	75			$	34
Weighted average shares outstanding — basic			183				182				180
Effect of dilutive securities:
Stock options			1				1				4
2.5% convertible notes due 2011			13				13				13
6.25% convertible notes due 2013			13				13				13
Weighted average shares outstanding — diluted			210				209				210

AMKOR TECHNOLOGY, INC.
Selected Operating Data (continued)

		Q2 2008				Q1 2008				Q2 2007
		(in millions)
Capital Investment Data:
Property, plant and equipment additions		$	122			$	95			$	60
Net change in related accounts payable and deposits			(20	)			(6	)			(9	)
Purchases of property, plant and equipment		$	102			$	89			$	51
Depreciation and amortization		$	77			$	74			$	71
Free Cash Flow Data:
Net cash provided by operating activities		$	103			$	181			$	131
Less purchases of property, plant and equipment			(102	)			(89	)			(51	)
Free cash flow*		$	1			$	92			$	80

AMKOR TECHNOLOGY, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited)

		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
		(In thousands, except per share data)
Net sales		$	690,676			$	652,486			$	1,390,159			$	1,303,474
Cost of sales			531,745				490,794				1,055,076				994,444
Gross profit			158,931				161,692				335,083				309,030
Operating expenses:
Selling, general and administrative			67,441				62,360				132,890				128,143
Research and development			15,095				11,023				28,951				20,648
Gain on sale of real estate			(9,856	)			—				(9,856	)			(3,116	)
Total operating expenses			72,680				73,383				151,985				145,675
Operating income			86,251				88,309				183,098				163,355
Other (income) expense:
Interest expense, net			26,314				31,114				53,747				66,274
Interest expense, related party			1,562				1,562				3,125				3,125
Foreign currency (gain) loss			(11,597	)			4,562				(21,074	)			4,547
Debt retirement costs, net			—				15,875				—				15,875
Other (income) expense, net			107				(532	)			(699	)			(1,218	)
Total other expense			16,386				52,581				35,099				88,603
Income before income taxes and minority interests			69,865				35,728				147,999				74,752
Income tax expense			4,298				4,272				10,238				8,379
Income before minority interests			65,567				31,456				137,761				66,373
Minority interests, net of tax			(335	)			(466	)			(533	)			(793	)
Net income		$	65,232			$	30,990			$	137,228			$	65,580
Net income per common share:
Basic		$	0.36			$	0.17			$	0.75			$	0.37
Diluted		$	0.33			$	0.16			$	0.68			$	0.34
Shares used in computing net income per common share:
Basic			182,759				180,392				182,446				179,456
Diluted			210,138				209,868				209,785				208,282

AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

		June 30,				December 31,
		2008				2007
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	409,112			$	410,070
Restricted cash			2,654				2,609
Accounts receivable:
Trade, net of allowances			384,126				393,493
Other			5,603				4,938
Inventories			153,027				149,014
Other current assets			39,735				27,290
Total current assets			994,257				987,414
Property, plant and equipment, net			1,528,235				1,455,111
Goodwill			679,918				673,385
Intangibles, net			16,089				20,321
Restricted cash			1,839				1,725
Other assets			50,141				54,650
Total assets		$	3,270,479			$	3,192,606
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt		$	57,358			$	152,489
Trade accounts payable			412,523				359,313
Accrued expenses			157,514				165,271
Total current liabilities			627,395				677,073
Long-term debt			1,485,505				1,511,570
Long-term debt, related party			100,000				100,000
Pension and severance obligations			193,799				208,387
Other non-current liabilities			27,266				33,935
Total liabilities			2,433,965				2,530,965
Minority interests			8,194				7,022
Stockholders’ equity:
Preferred stock			—				—
Common stock, $0.001 par value, 500,000 shares authorized, issued and outstanding of 182,961 in 2008 and 181,799 in 2007			183				182
Additional paid-in capital			1,494,485				1,482,186
Accumulated deficit			(684,298	)			(821,526	)
Accumulated other comprehensive income (loss)			17,950				(6,223	)
Total stockholders’ equity			828,320				654,619
Total liabilities and stockholders’ equity		$	3,270,479			$	3,192,606

AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		For the Six Months Ended
		June 30,
		2008				2007
		(In thousands)
Cash flows from operating activities:
Net income		$	137,228			$	65,580
Depreciation and amortization			150,543				141,504
Debt retirement costs			—				6,875
Other operating activities and non-cash items			8,227				3,434
Changes in assets and liabilities			(11,300	)			36,590
Net cash provided by operating activities			284,698				253,983
Cash flows from investing activities:
Payments for property, plant and equipment			(190,870	)			(102,212	)
Proceeds from the sale of property, plant and equipment			14,968				4,566
Proceeds from sale of investment			2,460				—
Other investing activities			(496	)			(1,469	)
Net cash used in investing activities			(173,938	)			(99,115	)
Cash flows from financing activities:
Borrowings under revolving credit facilities			619				61,836
Payments under revolving credit facilities			(633	)			(79,448	)
Proceeds from issuance of long-term debt			—				300,000
Payments for debt issuance costs			—				(3,437	)
Payments of long-term debt, including redemption premium payment			(124,074	)			(474,746	)
Proceeds from issuance of stock through stock compensation plans			9,776				34,466
Net cash used in financing activities			(114,312	)			(161,329	)
Effect of exchange rate fluctuations on cash and cash equivalents			2,594				174
Net decrease in cash and cash equivalents			(958	)			(6,287	)
Cash and cash equivalents, beginning of period			410,070				244,694
Cash and cash equivalents, end of period		$	409,112			$	238,407
Cash paid during the period for:
Interest		$	63,541			$	71,142
Income taxes		$	13,194			$	6,872