STATS and ChipPAC have filed with the SEC a proxy statement/prospectus and other relevant materials in connection with the proposed merger (the "Merger") involving STATS and ChipPAC pursuant to the terms of an Agreement and Plan of Merger and Reorganization among STATS, Camelot Merger, Inc., a wholly owned subsidiary of STATS, and ChipPAC. A shareholders' circular to be issued by STATS will be mailed to the shareholders of STATS and the proxy statement/prospectus will be mailed to the stockholders of ChipPAC. Investors and security holders of STATS and ChipPAC are urged to read the STATS shareholders' circular and the ChipPAC proxy statement/prospectus and the other relevant materials when they become available because they will contain important information about STATS, ChipPAC and the proposed Merger. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by STATS or ChipPAC with the SEC, may be obtained free of charge at the SEC's web site at http://www.sec.gov/. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by STATS by contacting STATS Investor Relations in the United States at telephone (408) 586-0608 or email Email Contact or in Singapore at telephone (65) 6824-7705 or email Email Contact. Investors and security holders may obtain free copies of the documents filed with the SEC by ChipPAC by contacting ChipPAC Investor Relations, ChipPAC Incorporated, 47400 Kato Road, Fremont, CA 94538, telephone (510) 979-8220 or email Email Contact or David Pasquale at telephone (646) 536-7006 or email Email Contact. Investors and security holders of STATS and ChipPAC are urged to read the STATS shareholders' circular, the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Merger.
STATS, ChipPAC and certain of each of their executive officers and directors may be deemed to be participants in the solicitation of proxies of ChipPAC's stockholders in connection with the proposed Merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of such persons in the solicitation by reading the proxy statement/prospectus statement when it becomes available.
ChipPAC, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except for per share amounts)
(Unaudited)
Three Months Ended
March 31, March 31,
2004 2003
Revenue $126,948 $88,568
Cost of revenue 103,963 78,527
Gross profit 22,985 10,041
Operating expenses:
Selling, general and administrative 9,146 9,466
Research and development 2,984 2,854
Merger-related charges 3,330 -
15,460 12,320
Operating income (loss) 7,525 (2,279)
Non-operating expenses 7,789 6,885
Loss before income taxes (264) (9,164)
Provision for income taxes 500 500
Net loss $(764) $(9,664)
Net loss per share
Basic $(0.01) $(0.10)
Diluted $(0.01) $(0.10)
Weighted average shares used in per share
calculation:
Basic 97,652 94,398
Diluted 97,652 94,398
Key Ratios & Information:
Gross Margin 18.1% 11.3%
Operating Expenses as a % of Revenue 12.2% 13.9%
Operating Margin 5.9% (2.6)%
Depreciation & Amortization Expense $19,584 $16,029
Capital Expenditures $34,376 $9,757
ChipPAC, Inc
Reconciliation of U.S. GAAP Net Loss to
Non-GAAP Net Income (Loss)
(In thousands)
(Unaudited)
Use of Non-GAAP Financial Information
