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Asat Holdings Ltd · 6-K · For 6/14/01

Filed On 7/13/01 8:14am ET · SEC File 0-30842 · Accession Number 1021408-1-503345

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 7/13/01  Asat Holdings Ltd                 6-K         6/14/01    1:9                                      Donnell..Financial/NY/FA

Report of a Foreign Private Issuer · Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of Foreign Issuer                               9     42K 

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SECURITIES AND EXCHANGE COMMISSION  
Washington D.C. 20549 

FORM 6-K  
--------  

Report of Foreign Issuer  

Pursuant to Rule 13a-16 or 15d-16 of the  
Securities Exchange Act of 1934 

ASAT Holdings Limited 
--------------------- 
(Exact name of Registrant as specified in its Charter)  

14/th/ Floor  
138 Texaco Road 
Tsuen Wan, New Territories  
Hong Kong 
(Address of Principal Executive Offices)  

 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 the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the        
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act 1934.   

Yes_           No X   
               -

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________.                                    

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This form 6-K consists of a press release dated June 14, 2001.        

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[ASAT LOGO] 

ASAT Holdings Limited Reports Q4 and FY01 Financial Results 

HONG KONG and FREMONT, Calif. - June 14, 2001- ASAT Holdings Limited (Nasdaq:   
ASTT), a leading outsource supplier of advanced integrated circuit package      
designs, assembly and test services for the semiconductor industry, today       
announced financial results for the fourth quarter and fiscal year ended April  
30, 2001.                                                                       

Net sales for the fourth quarter were $48.7 million, compared with $84.4 million
in the third quarter of 2001 and  $83.7 million in the fourth quarter of 2000.  
Net loss for the quarter was $14.2 million, or a loss of $0.11 per American     
Depository Shares (ADS).  The loss included, net of tax, specific charges of    
$4.0 million, or $0.03 per ADS, which is composed of $2.2 million for severance 
associated with the firm's cost-reduction program and a $1.8 million write-off  
of inventories.  The April 2001 loss is compared with net earnings of $10.7     
million, or $0.08 per ADS, in the third quarter of 2001 and $9.9 million, or    
$0.09 per ADS, for the quarter ended April 2000.  EBITDA for the quarter ended  
April 2001 was a loss of $2.2 million (excluding the specific charges before    
income tax effect) compared with $22.9 million for the quarter ended January    
2001 and $24.0 million for the quarter ended April 2000.                        

Earnings per ADS for the April 2001 quarter were computed based on 134.6 million
weighted average ADS outstanding and was net of 1.25 million shares repurchased 
by the company ended April 30th, 2001. Earnings per ADS for the April 2000      
quarter, which was pre-IPO, were computed based upon 115.2 million equivalent   
ADS outstanding.                                                                

Net sales for fiscal year ended April 2001 were $340.2 million, a 9 percent     
increase over the prior year's sales of $312.1 million.  Net income for the year
ended April 2001 was $19.4 million, or $0.15 per ADS, compared with $34.7       
million, or $0.30 per ADS, for the year ended April 2000.  The year ended April 
2001 included: (1) extraordinary charges of $13.1 million, or $0.10 per ADS,    
representing premiums paid for the early retirement of $54 million, or 35       
percent, of the company's $155 million senior debt and (2) $4.0 million, or     
$0.03 per ADS, for the specific charges taken in the fourth quarter as described
above. The year ended April 2000 included restructuring and recapitalization    
charges totaling $16.1 million, or $0.14 per ADS.  Net income before specific   
charges and extraordinary items pertaining to both years was $36.6 million, or  
$0.28 per ADS, in 2001, compared with $50.8 million, or $0.44 per ADS in 2000.  

Earnings per ADS for fiscal years ended 2001 and 2000 were computed based upon a
weighted average of 131.0 million and 115.2 million ADS outstanding             
respectively.  ASAT's initial public offering in July 2000 (Q1 of fiscal 2001)  
raised the total number of ADS outstanding to 135.2 million.                    

ASAT's net earnings decreased in fiscal 2001 from fiscal 2000 primarily due to  
increases in depreciation and certain operating expenses the company incurred   
throughout the year as it ramped up to produce higher volumes but experienced an
industry slowdown toward the end of the fiscal year.  The primary increases in  
operating expenses in fiscal 2001 were depreciation; manufacturing labor and    
fixed costs; and selling and R&D expenses.  These fiscal 2001 cost increases    
were exclusive of the specific charges taken in the fourth quarter as described 
above.  Depreciation expense increased nearly $8 million net of tax effect as a 
result of capital expenditures for                                              

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wire bonders and testers purchased to increase operating capacity. Manufacturing
labor and fixed costs had been added to serve higher volumes the company had    
experienced prior to the downturn. The company had also increased selling and   
R&D expenses to serve growth that had been expected.                            

ASAT's balance sheet remained strong at the end of the quarter with $80 million 
in cash.  During the quarter, the company repurchased approximately 1.17 million
of its shares in the open market at an average price of $4.20 per ADS for a     
total cost of approximately $4.9 million.  This brought the total shares        
repurchased through ended April 30, 2001 to 1.25 million shares at a cost of    
$5.3 million. In January 2001, the company had adopted a share repurchase       
program providing for the purchase of up to $20 million of its ADS through      
January 31, 2002.                                                               

"The April 2001 quarter was very challenging for ASAT, as it was for the entire 
industry.  Our results reflect the industry's excess-inventory situation, as    
well as the weak end-market demand that is being experienced overall but        
particularly in the communications sector," said Jerry Lee, ASAT's chief        
executive officer.  "In response to industry conditions, we have implemented a  
three part strategy":                                                           

"First, we have taken steps to reduce our cost structure.  We expect the        
reorganization and expense control programs we have implemented across the      
company to lower our break-even point and position the company for a more       
profitable future once we see volumes increase.  We have made progress in       
lowering our expenses this quarter and we expect to reduce costs further as our 
program becomes fully implemented.  Once all cost reductions are in place, we   
should be able to break even on an EBITDA basis at utilization levels just under
30% for our assembly business and on a net earnings basis at utilization just   
under 40%.  During the April 2001 quarter our utilization rates dropped to 30%,"
he said.                                                                        

"Second, we are working to strengthen our position with existing customers.  Our
new Kestral product line group is being very well received and is being         
qualified among our customers. We expect our recently announced Moisture        
Sensitive Level One product series to generate significant interest as we are   
the only company to offer this technology. We believe these technology          
initiatives as well as our record of on-time delivery and customer service will 
enable us to maintain a strong position in the communications sector, which we  
believe is one of the most significant long-term growth drivers in the          
semiconductor industry.  Our customer relationships remain strong, as evidenced 
by the number of customer awards we received recently for our work in 2000,"    
said Mr. Lee.                                                                   

"Third, we are actively working to diversify our customer base. Our superior    
packaging technology and excellent reputation in customer support are attracting
potential new customers from the consumer and industrial sectors. We remain     
confident that we will be able to diversify our revenues through new customers  
and through design wins and existing technologies," he said.                    

"Despite the limited visibility in the near term, we remain confident about the 
long-term growth potential of the communications sector, and about continuing   
outsourcing opportunities in the semiconductor industry in general," said Mr.   
Lee.  "Everyone at ASAT recognizes the challenges the industry has provided, and
we are all working to improve our operating performance while continuing to     
position ourselves well for the upturn that will come.  In the meantime, our    
reduced capital expenditure budget is set at $40 million for fiscal year 2002.  
This includes $20 million for construction on our new operation in China, which 
we expect to be ready for production by mid-year calendar 2002," said Mr. Lee.  

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Fourth Quarter 2001 Earnings Conference Call                                    

ASAT Holdings Ltd.'s fourth quarter 2001 earnings conference call will be held  
on Thursday, June 14 at 5:00 p.m. ET/ 2:00 p.m. PT.  To participate in the call,
please dial (913) 981-5507.  A replay of the call will be available for one week
at (719) 457-0820, passcode 716428.  A webcast of the conference call will be   
available on www.asat.com.                                                      

About ASAT Holdings Limited                                                     

ASAT Holdings Limited is a leader in advanced integrated circuit package designs
and has provided outsourced assembly and test services for the semiconductor    
industry for over 10 years.  The Company assembles a broad selection of advanced
leaded and ball grid array packages utilizing advanced technology characterized 
by higher electrical and thermal performance.  The Company also has multi-chip  
module and flip-chip assembly lines, and offers testing for complex broadband   
mixed-signal and system-on-a-chip devices used in communications.  The Company  
has facilities and offices in Asia, Europe, and across the U.S., with its major 
manufacturing sites strategically located in Hong Kong.                         

This news release contains forward-looking statements intended to qualify under 
the "Safe Harbor" provision of the Private Securities Litigation Reform Act of  
1995, including statements regarding the anticipated demand for ASAT's products 
and services for Fiscal Years 2000 and 2001.  These projections and statements  
are based on management's estimates and assumptions with respect to future      
events and financial performance and are believed to be reasonable, though are  
inherently uncertain and difficult to predict.  Actual results could differ     
materially from those projected as a result of certain factors.  A discussion of
these factors is included in the Company's periodic reports filed with the      
Securities and Exchange Commission.                                             

                                                                [Download Table]

Contacts:                                                                     
                                                                              
Stan Baumgartner             Jim Healy           Julie Myers                  
Chief Financial Officer      President ASAT USA  Stapleton Communications Inc.
Hong Kong                    Fremont, CA         Palo Alto, CA                
852-2439-8788                510-249-1222        650-470-4231                 
stan_baumgartner@asathk.com  jim_healy@asat.com  julie@stapleton.com          

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ASAT HOLDINGS LIMITED                                                           
---------------------                                                           

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)                               

For the year ended April 30, 2001 and 2000                                      

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------- 
                                                       April 30               April 30 
(USD in thousands, except share data)                      2001                   2000 
-------------------------------------------------------------------------------------- 
                                                                                       
Net Sales                                               340,236                312,131 

Total cost of sales    (Note 1)                         244,484                199,636 
                                                   ------------           ------------ 
Gross profit                                             95,752                112,495 

Operating expenses:                                                                    
  Selling, general and administrative                    37,631                 26,453 
  Research and development                                5,954                  4,676 
  Charges of obsolete equipment (Note 3)                      -                 12,340 
  Reorganization expenses      (Note 2)                   2,603                      - 
                                                   ------------           ------------ 
Total operating expenses                                 46,188                 43,469 
Income from operations                                   49,564                 69,026 

Other income, net                                         6,451                  1,048 
Interest expense:                                                                      
  -amortization of deferred charges                      (1,112)                  (922)
  -third parties                                        (17,007)               (15,668)
  -QPL Group                                                  -                 (2,404)
Recapitalization costs  (Note 3)                              -                 (6,813)
                                                   ------------           ------------ 
Income before income taxes and                           37,896                 44,267 
 extraordinary charge                                                                  
Provision for income taxes                               (5,350)                (9,558)
                                                   ------------           ------------ 
Income before extraordinary charge                       32,546                 34,709 
Extraordinary charge on early                                                          
 extinguishment of debt                                                                
 (net of income tax benefit of $1,108)                  (13,126)                     - 
                                                   ------------           ------------ 
Net income                                               19,420                 34,709 
                                                   ============           ============ 
EBITDA  (Note 4)                                         87,495                105,516 
                                                   ============           ============ 
Net income per ADS:                                                                    
 Basic:                                                                                
Income before extraordinary charge                 $       0.25           $       0.30 
Extraordinary charge                                      (0.10)                     - 
                                                   ------------           ------------ 
                                                   $       0.15           $       0.30 
Basic weighted average number                                                          
 of ADS outstanding                                 130,992,475            115,200,000 

Net income per ordinary share:                                                         

Basic:                                                                                 
Income before extraordinary charge                 $       0.05           $       0.06 
Extraordinary charge                                      (0.02)                     - 
                                                   ------------           ------------ 
                                                   $       0.03           $       0.06 

Basic weighted average number of                                                       
  ordinary shares outstanding                       654,962,375            576,000,000 

Notes:                                                                          
1. Includes $2,214 specific charge for inventory writeoff ( $1,860 net of tax   
effect)                                                                   
2. Includes $2,603 severance.                                                   
Therefore total specific charges (inventory writeoff plus severance) is   
$4,817 ($4,046 net of tax effect).                                        
3. Total charges in F'00 equal to $ 19,153 and $ 16,089 net of income tax       
expense.                                                                  
4. Defined as Operating Income plus depreciation and amortization plus specific 
charges ($ 4,817 in Fiscal 2001 and $ 12,340 in Fiscal 2000).             

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ASAT HOLDINGS LIMITED                                                           
---------------------                                                           

CONSOLIDATED STATEMENTS OF OPERATIONS                                           

Quarter ended April 30, 2001 and 2000                                           

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                                             April 30             January 31               April 30 
(USD in thousands, except share data)                                          2001                   2001                   2000   

                                                                           (Unaudited)            (Unaudited)            (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Net Sales                                                                    48,687                  84,386                  83,731 

Total cost of sales (Note 1)                                                 50,115                  59,413                  56,473 
                                                                             ------                --------                 ------- 
Gross (loss) profit                                                          (1,428)                 24,973                  27,258 

Operating expenses:                                                                                                                 
     Selling, general and administrative                                     11,130                   9,282                   7,534 
     Research and development                                                 1,510                   1,493                   1,169 
     Reorganization expenses (Note 2)                                         2,603                      --                      -- 
                                                                             ------                --------                 ------- 
Total operating expenses                                                     15,243                  10,775                         
                                                                                                                              8,703 
(Loss) income from operations                                               (16,671)                 14,198                  18,555 

Other income, net                                                             1,494                   1,757                     802 
Interest expense:                                                                                                                   
     -amortization of deferred charges                                         (210)                   (214)                   (461)
     -third parties                                                          (3,262)                 (3,430)                 (6,028)
Recapitalization costs                                                           --                      --                    (186)
                                                                            -------                 -------                  -------
(Loss) income before income taxes                                           (18,649)                 12,311                  12,682 

Provision for income taxes                                                    4,463                  (1,598)                 (2,770)

                                                                            -------                 -------                  -------
Net (loss) income                                                           (14,186)                 10,713                   9,912 
                                                                            =======                 =======                  =======

EBITDA (Note 3)                                                              (2,191)                 22,851                  23,978 
                                                                            =======                 =======                  =======
Net (loss) income per ADS:                                                                                                          
 Basic:                                                                      ($0.11)                  $0.08                   $0.09 

Basic weighted average number                                                                                                       
 of ADS outstanding                                                     134,576,240             135,197,478             115,200,000 

Net (loss) income per ordinary share:                                                                                               

Basic:                                                                       ($0.02)                  $0.02                   $0.02 

Basic weighted average number of                                        672,881,202             675,987,391             576,000,000 
  ordinary shares outstanding                                                                                                       

Notes:                                                                          
1. Includes $2,214 specific charge for inventory writeoff ( $1,860 net of tax   
effect).                                                                  
2. Includes $2,603 severance.                                                   
Therefore, total specific charges (inventory writeoff plus severance) is  
$4,817 ($4,046 net of tax effect).                                        
3. Defined as Operating Income plus Depreciation and Amortization plus specific 
charges per Notes 1 and 2.                                                

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ASAT HOLDINGS LIMITED                                                           
---------------------                                                           

CONSOLIDATED BALANCE SHEET (Unaudited)                                          

As at April 30, 2001 and 2000                                                   

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------- 
(USD'000)                                                             2001                    2000 
                                                                  April 30                   April 
-------------------------------------------------------------------------------------------------- 
                                                                                                   
ASSETS                                                                                             

Current Assets                                                                                     
    Cash and cash equivalents                                       79,880                  10,892 
    Accounts receivable -trade                                      16,474                  40,566 
    Inventories                                                     29,361                  23,302 
    Prepaid expenses and other current assets                        7,094                  10,911 
                                                         -----------------      ------------------ 
        Total current assets                                       132,809                  85,671 

Property, plant and equipment, net                                 265,622                 166,461 
Option to acquire ASAT S.A., at cost                                     -                  20,000 
Deferred charges, net                                                5,072                  10,907 
Noncompete covenants, net                                                -                     442 
                                                         -----------------      ------------------ 
        Total assets                                               403,503                 283,481 
                                                         =================      ================== 
LIABILITIES AND SHAREHOLDERS' EQUITY                                                               

Current Liabilities:                                                                               
    Short-term bank borrowings                                           -                   9,000 
    Current portion of other long-term debt                            551                   5,000 
    Accounts payable                                                16,779                  24,549 
    Accrued charges                                                  9,796                   6,155 
    Income taxes payable                                                 -                  12,847 
    Amount due to QPL Group                                          1,205                   5,300 
    Amount due to a related company                                    362                     297 
                                                         -----------------      ------------------ 
        Total current liabilities                                   28,693                  63,148 

Deferred income taxes                                               26,685                  21,992 
12.5% Senior notes due 2006                                         97,559                 149,217 
Other long-term debt                                                     -                  35,000 

Shareholders' equity:                                                                              
    Common stock                                                     6,760                   5,760 
    Treasury stock                                                     (63)                      - 
    Additional paid-in capital                                     228,542                  12,457 
    Retained earnings (accumulated deficit)                         15,327                  (4,093)
                                                         -----------------      ------------------ 
        Total shareholders' equity                                 250,566                  14,124 
                                                         -----------------      ------------------ 

Total liabilities and shareholders' equity                         403,503                 283,481 
                                                         -----------------      ------------------ 

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SIGNATURES
----------

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the           
undersigned, thereunto duly authorized.                                         

                         ASAT Holdings Limited

                                By: /s/  J. Stanley Baumgartner, Jr.
                                    --------------------------------
                                     Name: J. Stanley Baumgartner, Jr.
                                  Title: Chief Financial Officer

Date:  July 13, 2001                                                            

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 6-K Filing	Date	First	Last	Other Filings

	4/30/00	6	8
	4/30/01	3	8
For The Period Ended	6/14/01	2	3
Filed On / Filed As Of	7/13/01	9
	1/31/02	4

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Asat Holdings Ltd · 6-K · For 6/14/01

Filed On 7/13/01 8:14am ET · SEC File 0-30842 · Accession Number 1021408-1-503345

Report of a Foreign Private Issuer · Form 6-KFiling Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Report of a Foreign Private Issuer · Form 6-K
Filing Table of Contents