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Asat Holdings Ltd · 6-K · For 8/26/03

Filed On 9/4/03 8:32pm ET · SEC File 0-30842 · Accession Number 891092-3-2393

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

 9/05/03  Asat Holdings Ltd                 6-K         8/26/03    1:9                                      Doremus Fin..Printing/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                     9     40K 

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934 

 For the month of August, 2003
                  ------------

 ASAT Holdings Limited
--------------------------------------------------------------------------------
 (Translation of registrant's name into English)

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 fill 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 12g-3-2(b) under the Securities and Exchange Act of 
1934.      Yes |_|      No |X|                                                  

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Documents Furnished By the Registrant                                           

1. Press Release of the Registrant dated August 26, 2003, reporting financial   
results for the first quarter, fiscal year 2004, ended July 31, 2003.           

SIGNATURES

Pursuant to the  requirements  of the  Securities  and 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

Date: September 4, 2003                       /s/ Harry R. Rozakis              
                                              ----------------------------------
                                   Name:  Harry R. Rozakis
                                          Title: Chief Executive Officer

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[LOGO] ASAT(R)
PEAK PERFORMANCE

 ASAT Holdings Limited Reports First Quarter Fiscal 2004 Results

 Revenue Increases 28 Percent Sequentially and 25 Percent Year-Over-Year

HONG KONG and FREMONT, Calif. - August 26, 2003 - ASAT Holdings Limited (NASDAQ:
ASTT), a global provider of semiconductor package design, assembly and test     
services, today announced financial results for the first quarter of fiscal year
2004, ended July 31, 2003.                                                      

Net revenue in the first quarter was $44.0 million, an increase of 28 percent   
compared with $34.5 million in the fourth quarter of fiscal 2003, and an        
increase of 25 percent compared with $35.1 million in the same period a year    
ago.                                                                            

First quarter GAAP net loss was $3.3 million, or a loss of $0.03 per American   
Depository Share (ADS), and includes a one-time facilities charge of $306,000   
for ASAT Inc. This compares with a GAAP net loss for the fourth quarter of      
fiscal 2003 of $27.1 million, or a loss of $0.20 per ADS, and included an asset 
impairment charge of $22.6 million and one-time severance benefits of $585,000. 
GAAP net loss for the first quarter of fiscal 2003 was $62.4 million, or a loss 
of $0.47 per ADS, and included a non-cash asset impairment charge of $59.2      
million, a $3.0 million non-cash charge for the write off of specific           
inventories and one-time severance benefits of $128,000.                        

EBITDA* for the first quarter was $6.1 million, or 13.8 percent of net revenue. 
This compares with an EBITDA* of $3.6 million, or 10.4 percent in the previous  
quarter, and an EBITDA* of $800,000, or 2.3 percent of net revenue in the first 
quarter of fiscal 2003. The increase in EBITDA* is a direct result of revenue   
growth and cost reduction efforts.                                              

"The positive financial results we are reporting today - significantly          
increasing revenue both sequentially and year-over-year, achieving our fifth    
consecutive quarter of positive EBITDA* and generating $4.6 million in cash from
operations - are evidence that we are increasing market share, driving down     
costs, improving our overall equipment utilization, and capitalizing on both    
core and advanced packaging technologies," said Harry R. Rozakis, chief         
executive officer of ASAT Holdings Limited.                                     

"In addition to increasing revenue, our key objectives for the first quarter    
were to prepare for growth and continue to diversify the markets we serve," said
Mr. Rozakis. "We successfully attained important milestones on the way to       
achieving these objectives during the quarter by completing construction of our 
China manufacturing facility, selecting leading-edge operating software from SAP
and Camstar, adding new test capacity, and increasing our market penetration in 
the PC/Computing segment. Our market diversification strategy will continue to  
evolve in fiscal 2004 with the production of our fully integrated               
system-in-package product family, which we announced earlier this month."       

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ASAT Holdings Limited Reports First Quarter Fiscal 2004 Results      Page 2 of 7

"The financial and operational results for the first quarter reflect our        
commitment to managing our costs and improving operational efficiencies without 
limiting our ability to grow our top line," said Robert J. Gange, chief         
financial officer of ASAT Holdings Limited. "In addition to our significant     
sequential revenue growth, our gross margin increased to 16.4 percent from 10.3 
percent in the fourth quarter, due to increased revenues, improved sales mix and
continued cost reduction efforts."                                              

Additional first quarter results include:                                       

 o     Net revenues for assembly were $39.0 million, an increase of 27
percent sequentially.                                   

    o     Net revenues for test were $5.0 million, an increase of 31 percent
from the previous quarter.                              

      o     Capital expenditures in the first quarter were $1.8 million compared
with $882,000 in the previous quarter.                  

o     Cash at the end of the first quarter, excluding $281,000 of   
    restricted cash, was $28.6 million. This compares with $25.8
       million, which excluded $1.5 million of restricted cash, in the
fourth quarter of fiscal 2003.                          

Outlook and Guidance                                                            

"We have made solid progress in our effort to return to profitability by        
remaining continuously focused on increasing revenues, reducing our cost        
structure and improving operational efficiencies. Based on our long-term growth 
strategies and the positive trends taking place in our industry, we believe we  
will achieve sequential revenue growth in the second quarter," said Mr. Rozakis.
"During the remainder of fiscal 2004 we will incur expenses associated with our 
new China manufacturing facility. While these additional costs for China will   
impact our earnings in the short-term, we nevertheless expect to achieve        
significant manufacturing cost savings over the long-term."                     

In the second quarter of fiscal 2004, ending October 31, 2003, ASAT expects     
revenue to increase 4 to 8 percent sequentially and GAAP earnings per ADS to be 
in the range of a net loss of $0.04 to net income of $0.00.                     

Conference Call and Webcast                                                     

ASAT Holdings Limited fiscal 2004 first quarter results conference call will be 
held today, August 26, at 9:00 a.m. ET/6:00 a.m. PT. To access the call, please 
dial (773) 756-0675 by 8:45 a.m. ET/5:45 a.m. PT. You will need to reference the
pass code: ASAT. A replay of the call will be available until September 9, 2003.
To access the replay, dial (402) 220-2148. A webcast of the conference call will
be available in the investor relations section of the company's website at      
www.asat.com.                                                                   

About ASAT Holdings Limited                                                     

ASAT Holdings Limited is a global provider of semiconductor assembly, test, and 
package design services. With almost 15 years of experience, and a reputation as
a leader in advanced packaging technology, 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                                                                             

-more-

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ASAT Holdings Limited Reports First Quarter Fiscal 2004 Results      Page 3 of 7

operations in the United States, Asia and Europe. ASAT Inc., exclusive          
distributor of ASAT Holdings' services in the United States, is located at 46335
Landing Parkway, Fremont, CA 94538. For more information visit www.asat.com.    

Safe Harbor Statement                                                           

This news release contains "forward-looking statements" within the meaning of   
Section 27A of the United States Securities Act of 1933 and Section 21E of the  
United States Exchange Act of 1934. Such forward-looking statements involve     
known and unknown risks, uncertainties and other factors that could cause the   
actual performance, financial condition or results of operations of ASAT        
Holdings to differ materially from any future such matters expressed or implied 
by the statements. Investors are cautioned that actual events and results could 
differ materially from 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 products  
and services of ASAT Holdings, and technological and development risks. The     
risks, uncertainties and other factors include, among others, those 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 28, 2003. The      
projections and forward-looking statements in this release reflect the current  
belief of ASAT Holdings as of this date. ASAT Holdings undertakes no obligation 
to update these projections and forward-looking statements for events or        
circumstances that occur after the date of this news release.                   

ASAT Holdings provides EBITDA* data as additional information for its operating 
results. This measure is not in accordance with, or an alternative for,         
generally accepted accounting principles (GAAP) and may be different from       
similar measures used by other companies. ASAT Holdings believes that this      
presentation of EBITDA* data provides useful information to management and      
investors regarding certain additional financial and business trends relating to
its financial condition and results of operations. In addition, ASAT's          
management uses these measures for reviewing the financial results of ASAT      
Holdings and for budget planning purposes.                                      

For further information, please contact:                                        

Robert Gange                                       Jim Fanucchi                 
Chief Financial Officer                            Stapleton Communications Inc.
ASAT Holdings Limited                              Palo Alto, CA                
852-2439-8788                                      650-470-4237                 
bob_gange@asathk.com                               jim@stapleton.com            

-more-

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ASAT Holdings Limited Reports First Quarter Fiscal 2004 Results      Page 4 of 7

Revenue Breakdown by Market Segment                                             

                                      Three Months Ended
                                         July 31, 2003          April 30, 2003
Market Segment                          % of Net Revenues      % of Net Revenues
--------------                                                                  
Communications                                  61                     61       
Consumer                                        17                     16       
PC/Computing                                     7                      3       
Industrial, Automotive & Other                  15                     20       

Revenue Breakdown by Region                                                     

                                      Three Months Ended
                                         July 31, 2003          April 30, 2003
Region                                  % of Net Revenues      % of Net Revenues
------                                                                          
United States                                   87                     87       
Europe                                           8                     10       
Asia                                             5                      3       

Revenue Breakdown by Customer Type                                              

                                      Three Months Ended
                                         July 31, 2003          April 30, 2003
Customer Type                           % of Net Revenues      % of Net Revenues
-------------                                                                   
Fabless                                         52                     51       
IDM                                             48                     49       

Summary financial data follows:                                                 

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ASAT Holdings Limited Reports First Quarter Fiscal 2004 Results      Page 5 of 7

ASAT Holdings Limited                                                           
Consolidated Statements of Operations                                           
(USD in thousands, except share data)                                           
Quarter Ended July 31, 2003, April 30, 2003 and July 31, 2002                   

                                                        [Enlarge/Download Table]

                                                                            Quarter Ended                 
                                                            --------------------------------------------- 
                                                              July 31,         April 30,         July 31, 
                                                                2003             2003              2002   
                                                            (Unaudited)       (Unaudited)      (Unaudited)
                                                            -----------       -----------      -----------

                                                                                                          
Net Sales                                                       44,036            34,532           35,098 

Total cost of sales (Note 1)                                    36,816            30,988           38,678 
                                                           -----------       -----------      ----------- 
Gross profit (loss)                                              7,220             3,544           (3,580)
                                                           -----------       -----------      ----------- 
Operating expenses:                                                                                       
    Selling, general and administrative                          5,808             5,531            6,971 
    Research and development                                     1,152             1,216            1,500 
    Impairment of property, plant and equipment  (Note 2)           --            22,618           59,189 
    Reorganization expenses                                         --               585              128 
    Facilities charges (Note 3)                                    306                --               -- 
                                                           -----------       -----------      ----------- 
Total operating expenses                                         7,266            29,950           67,788 
                                                           -----------       -----------      ----------- 
Loss from operations                                               (46)          (26,406)         (71,368)
Other income, net                                                  248               507              351 
Interest expense:                                                                                         
    - amortization of deferred charges                            (233)             (225)            (233)
    - third parties                                             (3,294)           (3,290)          (2,851)
                                                           -----------       -----------      ----------- 
Loss before income taxes                                        (3,325)          (29,414)         (74,101)
Income tax benefit                                                  --             2,322           11,671 
                                                           -----------       -----------      ----------- 
Net loss                                                        (3,325)          (27,092)         (62,430)
                                                           ===========       ===========      =========== 
Net loss per ADS:                                                                                         
    Basic:                                                                                                
          Net loss                                            $ (0.025)         $ (0.202)        $ (0.467)
                                                           ===========       ===========      =========== 
Basic weighted average number of ADS outstanding           133,789,400       133,789,400      133,789,400 
                                                           ===========       ===========      =========== 
Net loss per ordinary share:                                                                              

    Basic:                                                                                                
          Net loss                                            $ (0.005)         $ (0.040)        $ (0.093)
                                                           ===========       ===========      =========== 
Basic weighted average number of ordinary shares                                                          
    outstanding                                            668,947,000       668,947,000      668,947,000 
                                                           ===========       ===========      =========== 
Other data:                                                                                               

EBITDA* (note 4)                                                 6,078             3,603              804 
                                                           ===========       ===========      =========== 
Depreciation                                                     5,818             6,806            9,848 
                                                           ===========       ===========      =========== 

Note  1: Includes $456, $450 and $3,007 inventory write-down for the quarters   
ended July 2003, April 2003 and July 2002, respectively.      

Note  2: Represents $22,618 and $59,189 of non-cash charge for the write-off and
     impairment related to certain property, plant and equipment for the
quarters ended April 2003 and July 2002, respectively.        

Note  3: Represents charge incurred for assets retirement obligation relating to
        restoring its leased facilities in Fremont, California to its original
condition, as per the lease agreement.                        

Note  4: EBITDA* is defined as loss from operations plus depreciation, specific 
   charges and inventory write-down which is considered specific and
   non-recurring in nature. Specific charges included reorganization
       charges for severance payment incurred in the cost reduction program,
     impairment of property, plant and equipment and facilities charges.

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ASAT Holdings Limited Reports First Quarter Fiscal 2004 Results      Page 6 of 7

ASAT Holdings Limited                                                           
Consolidated Balance Sheet (Unaudited)                                          
(USD in thousands)                                                              
As of July 31, 2003 and 2002                                                    

                                                                [Download Table]

                                                  July 31,     July 31,    
                                                    2003         2002      
                                                (Unaudited)   (Unaudited)  
                                                -----------   -----------  

ASSETS                                                                     

Current assets:                                                            
                                                                           
     Cash and cash equivalents                       28,602         31,732 
     Accounts receivable, net                        24,849         17,362 
     Restricted cash                                    281              - 
     Inventories                                     12,103          7,964 
     Prepaid expenses and other current assets        6,123          4,820 
                                                   --------       -------- 
     Total current assets                            71,958         61,878 

     Property, plant & equipment, net                96,843        139,705 
     Assets held for disposal                           659            932 
     Deferred charges, net                            3,010          3,934 
                                                   --------       -------- 
     Total assets                                   172,470        206,449 
                                                   ========       ======== 

LIABILITIES AND SHAREHOLDERS' EQUITY                                       

Current liabilities:                                                       
     Accounts payable                                19,622          9,367 
     Accrued charges                                  9,239         10,531 
                                                   --------       -------- 
     Total current liabilities                       28,861         19,898 

     Deferred income taxes                               --          3,506 
     12.5% senior notes due 2006                     98,851         98,275 

Shareholders' equity:                                                      

     Common stock                                     6,760          6,760 
     Treasury stock                                     (71)           (71)
     Additional paid-in capital                     228,009        228,009 
     Exchange reserves                                  (36)             2 
     Accumulated deficits                          (189,904)      (149,930)
                                                   --------       -------- 
     Total shareholders' equity                      44,758         84,770 
                                                   --------       -------- 

Total liabilities & shareholders' equity            172,470        206,449 
                                                   ========       ======== 

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ASAT Holdings Limited Reports First Quarter Fiscal 2004 Results      Page 7 of 7

ASAT Holdings Limited                                                           
RECONCILIATION OF NET LOSS TO EBITDA*                                           
(USD in thousands)                                                              
Quarter Ended July 31, 2003, April 30, 2003 and July 31, 2002                   

                                                        [Enlarge/Download Table]

                                                                        Quarter Ended             
                                                             July 31,      April 30,     July 31, 
                                                               2003          2003          2002   
                                                           (Unaudited)   (Unaudited)   (Unaudited)
                                                           -----------   -----------   -----------

                                                                                                  
Net loss                                                       (3,325)      (27,092)      (62,430)

Adjustments:                                                                                      
Depreciation                                                    5,818         6,806         9,848 
Interest expense:                                                                                 
    - amortization of deferred charges                            233           225           233 
    - third parties                                             3,294         3,290         2,851 
Other income, net                                                (248)         (507)         (351)
Income tax benefit                                                 --        (2,322)      (11,671)
Reorganization charges                                             --           585           128 
Impairment of property, plant and equipment                        --        22,618        59,189 
Specific and non-recurring nature of inventory write-down          --            --         3,007 
Facilities charges                                                306            --            -- 
                                                                -----        ------       ------- 
EBITDA*                                                         6,078         3,603           804 
                                                                =====        ======       =======

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Dates Referenced Herein and Documents Incorporated By Reference

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

	7/31/02	7	9
	4/30/03	6	9	20-F
	7/28/03	5		20-F
	7/31/03	2	9
For The Period Ended	8/26/03	2	3
	9/4/03	2
Filed On / Filed As Of	9/5/03
	9/9/03	4
	10/31/03	4

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Asat Holdings Ltd · 6-K · For 8/26/03

Filed On 9/4/03 8:32pm ET · SEC File 0-30842 · Accession Number 891092-3-2393

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