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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 3/03/05 Asat Holdings Ltd 6-K 3/03/05 1:19 1193125
Document/Exhibit Description Pages Size 1: 6-K Report of a Foreign Private Issuer HTML 127K
| Form 6-K |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of March 2005
ASAT Holdings Limited
(Exact name of Registrant as specified in its Charter)
14th Floor
138 Texaco Road
Tsuen Wan, New Territories
Hong Kong
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): .
On March 3, 2005, the Company issued a press release announcing its third quarter of fiscal year 2005 financial results. A copy of the press release is attached as Exhibit 99.1.
2
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, thereunto duly authorized.
| ASAT HOLDINGS LIMITED | ||
| By: | /s/ ROBERT J. GANGE | |
| Robert J. Gange Chief Financial Officer | ||
Date: March 3, 2005
3
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 3, 2005, announcing third quarter of fiscal year 2005 financial results. |
4
Exhibit 99.1
ASAT Holdings Limited Reports Third Quarter Fiscal 2005 Financial Results
HONG KONG and PLEASANTON, Calif. – March 3, 2005 – ASAT Holdings Limited (Nasdaq: ASTT), a global provider of semiconductor package design, assembly and test services, today announced financial results for the third quarter of fiscal year 2005, ended Jan. 31, 2005. All financial information contained in this release was prepared in accordance with generally accepted accounting principles in the United States.
Net revenue in the third quarter of fiscal year 2005 was $47.3 million, compared with net revenue of $47.5 million in the second quarter of fiscal year 2005.
Net loss in the third quarter was $9.2 million, or a loss of $0.07 per American Depository Share (ADS). Third quarter net loss compares with a net loss of $9.7 million for the second quarter of fiscal 2005, or a loss of $0.07 per ADS. Second quarter net loss included a one-time charge of $700,000 associated with a headcount reduction of approximately 140 workers, primarily in the Company’s Hong Kong operations.
Start-up costs associated with the Company’s China facility in the third quarter were $2.4 million compared with start-up costs of $2.5 million in the previous quarter.
“We made substantial progress with our China transition plan during the third quarter, including increased revenue, equipment transfers, and human resources,” said Harry R. Rozakis, chief executive officer of ASAT Holdings Limited. “We ended the third quarter with five of our top ten customers in production in China. By the end of April 2005, we expect phase one will be in volume production and operating at nearly full utilization.”
Additional Third Quarter Results
| • | Net revenue for assembly was $42.6 million |
| • | Net revenue for test was $4.7 million |
| • | Capital expenditures were $7.1 million |
| • | Cash at the end of the third quarter was $40.8 million |
Outlook and Guidance
“There continues to be a lack of certainty in customer forecasts as we move into our fiscal fourth quarter. Residual weakness still exists in some specific end markets, and though inventories have come down it may be one more quarter before we see the industry normalize,” said Mr. Rozakis.
| ASAT Holdings Ltd. Reports Third Quarter Fiscal 2005 Financial Results | Page 2 of 6 |
In the fourth quarter of fiscal 2005, ending April 30, 2005, the Company expects net revenue to be between $45 million and $48 million.
Conference Call and Webcast
ASAT Holdings Limited is scheduled to hold a conference call to discuss its third quarter fiscal 2005 financial results today at 9:00 a.m. ET/6:00 a.m. PT. To access the call, dial (973) 935-2100. A live webcast of the call will also be available via the investor relations section of the Company’s website at www.asat.com. A replay of the call will be available until March 17, 2005. To access the replay, dial (973) 341-3080. You will need to reference the passcode: 5717522.
ASAT Holdings Limited
ASAT Holdings Limited is a global provider of semiconductor package design, assembly and test services. With 15 years of experience, the Company offers a definitive selection of semiconductor packages and world-class manufacturing lines. ASAT’s advanced package portfolio includes standard and high thermal performance ball grid arrays, leadless plastic chip carriers, thin array plastic packages, system-in-package and flip chip. ASAT was the first company to develop moisture sensitive level one capability on standard leaded products. Today the Company has operations in the United States, Asia and Europe. ASAT, Inc. is a wholly owned subsidiary of ASAT Holdings Limited and the exclusive representative of ASAT for services in North America. For more information visit www.asat.com.
This news release contains statements and information that involve risks, uncertainties and assumptions. These statements and information constitute “forward-looking statements” within the meaning of federal securities laws including Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Such forward-looking statements, including statements regarding expected revenues in the current fiscal quarter and the remainder of the current fiscal year and the expected timing of normalization of the semiconductor industry, involve known and unknown risks, uncertainties, assumptions and other factors that could cause the actual performance, financial condition or results of operations of ASAT Holdings Limited to differ materially from those expressed or implied in any forward-looking statement. Investors are cautioned that actual events and results could differ materially from those contained in these statements as a result of a variety of factors, including conditions in the overall semiconductor market and economy, our progress in ramping the new China facility, acceptance and demand for the Company’s products and services, and operational and technological risks. The risks, uncertainties and other factors also include, among others, our ability to successfully implement our diversification strategy and our long-term growth strategy, our ability to continue to realize operational efficiencies and improvements to our cost structure, and those risks, uncertainties, assumptions and other factors stated in the section entitled “Risk Factors” in our Annual Report on Form 20-F filed with the United States Securities and Exchange Commission on July 9, 2004. The forward-looking statements in this release reflect the current beliefs and expectations of the Company as of this date, and the Company undertakes no obligation to update these projections and forward-looking statements to reflect actual results or events or circumstances that occur after the date of this news release.
| ASAT Holdings Ltd. Reports Third Quarter Fiscal 2005 Financial Results | Page 3 of 6 |
| For further information, please contact: | ||
| Robert J. Gange | Jim Fanucchi | |
| Chief Financial Officer | Summit IR Group Inc. | |
| ASAT Holdings Limited | 408.404.5400 | |
| 852.2439.8788 | ir@asat.com | |
| bob_gange@asathk.com | ||
| ASAT Holdings Ltd. Reports Third Quarter Fiscal 2005 Financial Results | Page 4 of 6 |
Revenue Breakdown by Market Segment
| Three Months Ended | ||||
| Market Segment |
% of Net Revenues |
% of Net Revenues | ||
| (Unaudited) | ||||
| Communications |
53 | 54 | ||
| Automotive/Industrial & Other |
23 | 24 | ||
| Consumer |
16 | 13 | ||
| PC/Computing |
8 | 9 | ||
Revenue Breakdown by Region
| Three Months Ended | ||||
| Region |
% of Net Revenues |
% of Net Revenues | ||
| (Unaudited) | ||||
| United States |
84 | 84 | ||
| Europe |
9 | 10 | ||
| Asia |
7 | 6 | ||
Revenue Breakdown by Customer Type
| Three Months Ended | ||||
| Customer Type |
% of Net Revenues |
% of Net Revenues | ||
| (Unaudited) | ||||
| Fabless |
53 | 48 | ||
| IDM |
47 | 52 | ||
| ASAT Holdings Ltd. Reports Third Quarter Fiscal 2005 Financial Results | Page 5 of 6 |
Summary financial data follows:
ASAT Holdings Limited
Consolidated Statements of Operations
(USD in thousands, except ADS and share data)
For the three months ended January 31, 2005, October 31, 2004 and January 31, 2004
and for the nine months ended January 31, 2005 and 2004
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||
| 2005 (Unaudited) |
2004 (Unaudited) |
2004 |
2005 (Unaudited) |
2004 (Unaudited) |
||||||||||||||||
| Net Sales |
47,300 | 47,527 | 59,596 | 150,376 | 151,685 | |||||||||||||||
| Cost of sales (Note A) |
45,421 | 45,237 | 47,182 | 139,443 | 124,688 | |||||||||||||||
| Gross profit |
1,879 | 2,290 | 12,414 | 10,933 | 26,997 | |||||||||||||||
| Operating expenses: |
||||||||||||||||||||
| Selling, general and administrative |
6,381 | 6,646 | 6,688 | 19,746 | 18,194 | |||||||||||||||
| Research and development |
1,116 | 1,128 | 1,096 | 3,448 | 3,398 | |||||||||||||||
| Reorganization expenses (Note B) |
— | 713 | — | 713 | — | |||||||||||||||
| Facilities charge |
— | — | — | — | 306 | |||||||||||||||
| Impairment of property, plant and equipment (Note C) |
— | — | 2,387 | — | 2,387 | |||||||||||||||
| Total operating expenses |
7,497 | 8,487 | 10,171 | 23,907 | 24,285 | |||||||||||||||
| (Loss) Profit from operations |
(5,618 | ) | (6,197 | ) | 2,243 | (12,974 | ) | 2,712 | ||||||||||||
| Other income, net |
249 | 181 | 118 | 481 | 499 | |||||||||||||||
| Interest expense: |
||||||||||||||||||||
| - amortization of deferred charges |
(242 | ) | (231 | ) | (245 | ) | (708 | ) | (711 | ) | ||||||||||
| - third parties |
(3,559 | ) | (3,468 | ) | (3,487 | ) | (10,496 | ) | (10,075 | ) | ||||||||||
| Loss before income taxes |
(9,170 | ) | (9,715 | ) | (1,371 | ) | (23,697 | ) | (7,575 | ) | ||||||||||
| Income tax expense |
— | — | (9 | ) | (5 | ) | (9 | ) | ||||||||||||
| Net Loss |
(9,170 | ) | (9,715 | ) | (1,380 | ) | (23,702 | ) | (7,584 | ) | ||||||||||
| Net loss per ADS: |
||||||||||||||||||||
| Basic and diluted: |
||||||||||||||||||||
| Net loss |
$ | (0.07 | ) | $ | (0.07 | ) | $ | (0.01 | ) | $ | (0.17 | ) | $ | (0.06 | ) | |||||
| Basic and diluted weighted average number of ADS outstanding (Note D) |
135,617,233 | 135,578,522 | 134,599,811 | 135,566,587 | 134,059,537 | |||||||||||||||
| Net loss per ordinary share: |
||||||||||||||||||||
| Basic and diluted: |
||||||||||||||||||||
| Net loss |
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.03 | ) | $ | (0.01 | ) | |||||
| Basic and diluted weighted average number of ordinary shares outstanding |
678,086,165 | 677,892,610 | 672,999,055 | 677,832,935 | 670,297,685 | |||||||||||||||
| Note A | Includes $326, $664 and $348 inventory write-down for the three months ended January 31, 2005, October 31, 2004 and January 31, 2004, respectively. Includes $1,668 and $1,024 inventory write-down for the nine months ended January 31, 2005 and 2004, respectively. |
| Note B | Includes a one-time charge associated with a headcount reduction of approximately 140 workers primarily in the Company’s Hong Kong operations in the three months ended October 31, 2004. |
| Note C | Represents $2,387 charge for the impairment of the Company’s excess property disposed of in February 2004. |
| Note D | Calculated by dividing the weighted average number of ordinary shares outstanding during the respective periods by five. Each ADS represents five ordinary shares. |
| ASAT Holdings Ltd. Reports Third Quarter Fiscal 2005 Financial Results | Page 6 of 6 |
ASAT Holdings Limited
Consolidated Balance Sheets
(USD in thousands)
As of January 31, 2005, October 31, 2004 and January 31, 2004
| 2005 (Unaudited) |
2004 (Unaudited) |
2004 (Unaudited) |
|||||||
| ASSETS |
|||||||||
| Current assets: |
|||||||||
| Cash and cash equivalents |
40,810 | 45,245 | 59,472 | ||||||
| Accounts receivable, net |
20,252 | 19,931 | 30,675 | ||||||
| Restricted cash - 12.5% senior notes redemption (Note E) |
— | — | 111,035 | ||||||
| Inventories |
17,695 | 18,119 | 19,043 | ||||||
| Prepaid expenses and other current assets |
6,926 | 6,498 | 5,736 | ||||||
| Total current assets |
85,683 | 89,793 | 225,961 | ||||||
| Property, plant and equipment, net (Note F) |
108,117 | 109,844 | 104,011 | ||||||
| Assets held for disposal, net |
— | — | 39 | ||||||
| Deferred charges, net |
5,969 | 5,762 | 8,900 | ||||||
| Other non-current assets |
2,960 | 1,659 | — | ||||||
| Total assets |
202,729 | 207,058 | 338,911 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|||||||||
| Current liabilities: |
|||||||||
| Accounts payable |
28,135 | 24,719 | 34,483 | ||||||
| Accrued liabilities |
8,049 | 12,891 | 13,004 | ||||||
| Current portion of capital lease obligations |
1,712 | — | — | ||||||
| 12.5% senior notes called for redemption |
— | — | 99,143 | ||||||
| Total current liabilities |
37,896 | 37,610 | 146,630 | ||||||
| 9.25% senior notes due 2011 |
150,000 | 150,000 | 150,000 | ||||||
| Capital lease obligations, net of current portion |
4,488 | — | — | ||||||
| Total liabilities |
192,384 | 187,610 | 296,630 | ||||||
| Shareholders’ equity: |
|||||||||
| Common stock |
6,853 | 6,849 | 6,824 | ||||||
| Less: Repurchase shares at par |
(71 | ) | (71 | ) | (71 | ) | |||
| Additional paid-in capital |
231,312 | 231,278 | 230,794 | ||||||
| Deferred stock-based compensation |
(555 | ) | (617 | ) | (981 | ) | |||
| Accumulated other comprehensive loss |
(196 | ) | (163 | ) | (122 | ) | |||
| Accumulated deficit |
(226,998 | ) | (217,828 | ) | (194,163 | ) | |||
| Total shareholders’ equity |
10,345 | 19,448 | 42,281 | ||||||
| Total liabilities and shareholders’ equity |
202,729 | 207,058 | 338,911 | ||||||
| Note E | Represents cash deposited with trustee for the redemption of 12.5% senior notes due 2006 as of January 31, 2004. The 12.5% senior notes due 2006 were fully redeemed on February 25, 2004. |
| Note F | Includes equipment leased under capital leases with a cost of $6,540 and accumulated depreciation of $392 as of January 31, 2005. Depreciation is provided on a straight-line basis over the term of the leases. |
| This 6-K Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/31/04 | ||||
| 2/25/04 | ||||
| 7/9/04 | 20-F | |||
| 10/31/04 | ||||
| 1/31/05 | ||||
| Filed On / Filed As Of / For The Period Ended | 3/3/05 | |||
| 3/17/05 | ||||
| 4/30/05 | 20-F, NT 20-F | |||
| Top | List All Filings | |||