Asat Holdings Ltd · 6-K · For 11/24/03

Filed On 11/25/03 1:08pm ET   ·   SEC File 0-30842   ·   Accession Number 891092-3-3483

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                    10±    43K 

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 November, 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 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 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]                                                   

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Documents furnished by the Registrant                                           

1.    Press Release of the Registrant dated November 24, 2003, reporting        
     financial results for the second quarter, fiscal year 2004, ended October
31, 2003.                                                           

 SIGNATURE

    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.                                         

Date: November 24, 2003                                                         
ASAT Holdings Limited                                               

By: /s/ Harry R. Rozakis                                                        
-----------------------                                                 
Harry R. Rozakis                                                        
Chief Executive Officer                                                 

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[LOGO] ASAT 

ASAT Holdings Limited Reports Second Quarter Fiscal 2004 Financial Results

Revenue Increases 9 Percent Sequentially and 18 Percent Year-Over-Year  

HONG KONG and PLEASANTON, Calif., Nov. 24 /PRNewswire-FirstCall/ --     
ASAT Holdings Limited (Nasdaq: ASTT), a global provider of semiconductor        
package design, assembly and test services, today announced financial results   
for the second quarter of fiscal year 2004, ended Oct. 31, 2003.                

Net revenue in the second quarter was $48.1 million, an increase of     
9.1 percent compared with $44.0 million in the first quarter of fiscal 2004,    
and an increase of 18.0 percent compared with $40.7 million in the same period  
a year ago.                                                                     

Second quarter GAAP net loss was $2.9 million, or a loss of $0.02 per   
American Depository Share (ADS). This compares with a GAAP net loss of          
$3.3 million for the first quarter of fiscal 2004, or a loss of $0.03 per ADS.  
First quarter of fiscal 2004 GAAP net loss included a one-time facilities       
charge of $306,000 for ASAT Inc. GAAP net loss for the second quarter of        
fiscal 2003 was $3.9 million, or a loss of $0.03 per ADS.                       

EBITDA* in the second quarter of fiscal 2004 was $6.7 million, or       
13.9 percent of net revenue. This compares with an EBITDA* of $6.1 million, or  
13.8 percent of net revenue in the first quarter of fiscal 2004, and an         
EBITDA* of $5.4 million, or 13.4 percent of net revenue in the second quarter   
of fiscal 2003. Excluding the incremental costs incurred for the set up of the  
China factory, EBITDA* in the second quarter was $7.3 million. This compares    
with an EBITDA*, excluding the incremental costs incurred for set up of the     
China factory, of $6.2 million in the first quarter.                            

"Our second quarter revenue was the highest we have achieved since the  
fourth quarter of fiscal 2001. We also recorded positive operating income for   
the first time since the third quarter of fiscal 2001 and posted our sixth      
consecutive quarter of positive EBITDA*," said Harry R. Rozakis, chief          
executive officer of ASAT Holdings Limited. "We successfully attained           
important milestones on the way to achieving our end market diversification     
strategy and expanded our overall market share. Our ability to plan and         
execute on our long-term growth strategy remained on track, and I'm optimistic  
about our prospects for continued growth in the future."                        

"During the quarter, we announced several key events that we expect will
have a positive, long-term impact on our business," said Mr. Rozakis. "We       
announced the opening of our China factory, expanded our capacity by ordering   
100 new wire bonders and supporting equipment, appointed two new senior level   
sales executives, and entered into a quad flat no-lead (QFN) patent             
cross-license agreement with Amkor Technology, Inc."                            

"We remain focused on increasing operational efficiencies and improving 
our cost structure, and our strengthened financial position demonstrates the    
success of these initiatives as well as improving market conditions," said      
Robert J. Gange, chief financial officer of ASAT Holdings Limited. "During the  
remainder of fiscal 2004, we anticipate that there will be some additional      
expenses associated with commencing production in our China facility. While     
these additional costs may impact our earnings in the short-term, we expect to  
achieve long-term cost savings by moving our manufacturing process to China."   

Additional second quarter fiscal 2004 results include:                  
-- Net revenues for assembly were $42.6 million, an increase of         
9.0 percent sequentially.                                         
-- Net revenues for test were $5.5 million, an increase of 9.8 percent  
from the previous quarter.                                        
-- Capital expenditures in the second quarter were $6.3 million compared
   with $1.8 million in the previous quarter. The increase was primarily
  associated with the purchase of new operating systems and production
equipment to meet growing customer demand.                        
-- Cash at the end of the quarter, excluding $1.5 million of restricted 
    cash, was $22.7 million. This compares with $28.6 million in the first
     quarter of fiscal 2004, which excluded $281,000 of restricted cash. The
    second quarter cash balance is after a semi-annual interest payment of
   $6.3 million made at the end of October for the 12 1/2 percent senior
  notes due in 2006. Excluding the cash used for the interest payment,
 cash generated from operations during the quarter was $6.6 million.

Outlook and Guidance                                                    

 "We believe the semiconductor industry upturn will continue into calendar
2004," said Mr. Rozakis. "We are adding capacity to meet the increasing demand  
we are experiencing, and are committed to aggressively managing our cost        
structure as we grow our business."                                             

In the third quarter of fiscal 2004, ending Jan. 31, 2004, the Company  
expects revenue to increase 10 to 15 percent sequentially and earnings per ADS  
to be in the range of a net loss of $0.01 to net income of $0.01.               

Conference Call and Webcast                                             

ASAT Holdings Limited fiscal 2004 second quarter results conference call
will be held today, at approximately 9:00 a.m. ET/6:00 a.m. PT. To access the   
conference call, dial 773-756-0675 by 8:45 a.m. ET/5:45 a.m. PT. You will need  
to reference the passcode "ASAT." A live webcast of the conference call will    
also be available via the investor relations section of the Company's web site  
at www.asat.com. A replay of the call will be available until Dec. 1. To        
access the replay, dial 402-220-9737.                                           

About ASAT Holdings Limited                                             

  ASAT Holdings Limited is a global provider of semiconductor assembly, test
and package design 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 the exclusive distributor of ASAT Holdings Limited's       
services in the United States. 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 Limited 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 the Company's products and services, and operational and         
technological risks. The risks, uncertainties and other factors 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 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 the Company as of this date, and the Company 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 Ltd. 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 Ltd. 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, including its    
ability to serve and/or incur debt and to meet its capital expenditures and     
working capital requirements. EBITDA* should not be considered in isolation or  
as a substitute for operating income (loss), cash flows from operating          
activities and other income or cash flow statement data prepared in accordance  
with GAAP or as a measure of ASAT's profitability or liquidity. In addition,    
ASAT's management uses these measures for reviewing the financial results of    
ASAT Holdings Ltd. and for budget planning purposes.                            

For further information, please contact:                            

Robert Gange                  Jim Fanucchi                          
Chief Financial Officer       Summit IR Group                       
ASAT Holdings Limited         408-404-5400                          
852-2439-8788                 ir@asat.com                           
bob_gange@asathk.com                                                

Revenue Breakdown by Market Segment                                     

                                        Three Months Ended
                                     Oct. 31, 2003     July 31, 2003
Market Segment                      % of Net Revenues % of Net Revenues 
Communications                              57                61        
Consumer                                    17                17        
PC/Computing                                 9                 7        
Industrial, Automotive & Other              17                15        

Revenue Breakdown by Region                                             

                                        Three Months Ended
                                      Oct. 31, 2003    July 31, 2003
Region                               % of Net Revenues % of Net Revenues
United States                                80               87        
Europe                                       13                8        
Asia                                          7                5        

Revenue Breakdown by Customer Type                                      

                                        Three Months Ended
                                      Oct. 31, 2003    July 31, 2003
Customer Type                        % of Net Revenues % of Net Revenues
Fabless                                      48               52        
IDM                                          52               48        

Summary financial data follows:                                         

ASAT Holdings Limited                                                   
Consolidated Statements of Operations                                   
(USD in thousands, except share data)                                   
Quarter Ended October 31, 2003, July 31, 2003 and October 31, 2002 and  
for the Six Months Ended October 31, 2003 and 2002.                     

                         Quarter Ended              Six Months Ended
                 Oct. 31,    July 31,   Oct. 31,   Oct. 31,   Oct. 31,
                 2003         2003       2002        2003       2002
         (Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited)
 Net Sales           48,053      44,036      40,719     92,089      75,817

Total cost of                                                           
  sales (Note A)     40,690      36,816      34,753     77,506      73,431

 Gross profit         7,363       7,220       5,966     14,583       2,386

Operating expenses:                                                     
Selling,                                                            
general and                                                       
    administrative    5,698       5,808       5,848     11,506      12,819
Research and                                                        
    development       1,150       1,152       1,314      2,302       2,814
Reorganization                                                      
    expenses             --          --          --         --         128
Facilities                                                          
   charges (Note B)      --         306          --        306          --
Impairment of                                                       
property, plant                                                   
and equipment                                                     
    (Note C)             --          --          --         --      59,189

Total operating                                                         
  expenses            6,848       7,266       7,162     14,114      74,950

Profit (Loss)                                                           
  from operations       515         (46)     (1,196)       469    (72,564)
 Other income, net      133         248         551        381         902
Interest expense:                                                       
- amortization                                                      
of deferred                                                     
     charges           (233)       (233)       (233)      (466)      (466)
   - third parties   (3,294)     (3,294)     (3,293)    (6,588)    (6,144)

Loss before                                                             
  income taxes       (2,879)     (3,325)     (4,171)    (6,204)   (78,272)
 Income tax benefit      --          --         294         --      11,965

 Net loss            (2,879)     (3,325)     (3,877)    (6,204)   (66,307)

Net loss per ADS:                                                       
Basic:                                                              
     Net loss      $(0.022)      $(0.025)   $(0.029)    $(0.046)  $(0.496)

Basic weighted                                                          
average number                                                        
of ADS out-                                                           
   standing  133,789,400  133,789,400  133,789,400  133,789,400  133,789,400

Net loss per                                                            
ordinary share:                                                       
Basic:                                                              
     Net loss      $(0.004)      $(0.005)   $(0.006)    $(0.009)  $(0.099)

Basic weighted                                                          
average number                                                        
of ordinary                                                           
shares out-                                                           
   standing  668,947,000  668,947,000  668,947,000  668,947,000  669,477,788

Other data:                                                             

 EBITDA* (Note D)     6,658       6,078       5,439     12,736       6,243

 Depreciation         6,143       5,818       6,635     11,961      16,483

Note A:  Includes $220, $456 and $270 inventory write-down for the      
  quarters ended October 2003, July 2003 and October 2002,
respectively.                                         
      Includes $676 and $3,277 inventory write-down for six months
ended October 2003 and 2002, respectively.            
Note B:  Represents charge incurred for assets retirement obligation    
   relating to restoring its previously leased facilities in
         Fremont, California to its original condition, as per the lease
agreement.                                            
Note C:  Represents $59,189 non-cash charge for the write-off and       
        impairment related to certain property, plant and equipment in
the July 2002 quarter.                                
Note D:  EBITDA* is defined as net income (loss), before interest       
        expense, income tax (expense) benefit, other income (expense),
   net , depreciation and specific charges. Specific charges
        included, to the extent applicable, specific and non-recurring
     inventory write-down, reorganization expenses for severance
       payment incurred in the cost reduction program, impairment of
property, plant and equipment and facilities charges. 

ASAT Holdings Limited                                                   
Consolidated Balance Sheets (Unaudited)                                 
(USD in thousands)                                                      
As at October 31, 2003, July 31, 2003 and October 31, 2002              

                                  October 31,    July 31,  October 31,
                                    2003         2003         2002
                               (Unaudited) (Unaudited)   (Unaudited)
ASSETS                                                                  

Current assets:                                                         
 Cash and cash equivalents             22,724      28,602       24,160
 Accounts receivable, net              25,617      24,849       23,164
 Restricted cash (Note E)               1,478         281           --
 Inventories                           13,429      12,103        9,644
Prepaid expenses                                                    
  and other current assets              5,218       6,123        5,675

 Total current assets                  68,466      71,958       62,643

 Restricted cash                           --          --        1,504
 Property, plant and equipment, net   100,872      96,843      134,610
 Assets held for disposal                 313         659          659
 Deferred charges, net                  2,777       3,010        3,702

 Total assets                         172,428     172,470      203,118

LIABILITIES AND SHAREHOLDERS' EQUITY                                    

Current liabilities:                                                    
 Accounts payable                      25,217      19,622       13,232
 Accrued liabilities                    6,356       9,239        7,358

 Total current liabilities             31,573      28,861       20,590

 Deferred income taxes                     --          --        3,212
 12.5% senior notes due 2006           98,997      98,851       98,420

Shareholders' equity:                                                   

 Common stock                           6,760       6,760        6,760
  Treasury stock                           (71)        (71)         (71)
 Additional paid-in capital           228,009     228,009      228,009
Accumulated other                                                   
  comprehensive (loss) income             (57)        (36)           5
  Accumulated deficit                 (192,783)   (189,904)    (153,807)

 Total shareholders' equity            41,858      44,758       80,896

Total liabilities                                                       
& shareholders' equity                172,428     172,470      203,118

Note E:  Of the $1,478 restricted cash balance as at October 31, 2003,  
         $1,282 represents bank deposit for securing a standby letter of
 credit with respect to preparation for Phase Two of the
          manufacturing plant in Dongguan, the People's Republic of China.

ASAT Holdings Limited                                                   
RECONCILIATION OF EBITDA* TO NET CASH PROVIDED BY (USED IN)             
OPERATING ACTIVITIES                                                            
(USD in thousands)                                                      
Quarter Ended October 31, 2003, July 31, 2003 and October 31, 2002 and  
for the Six Months Ended October 31, 2003 and 2002.                     

                          Quarter Ended           Six Months Ended
                  Oct. 31,    July 31,   Oct. 31,   Oct. 31,  Oct. 31,
                     2003        2003       2002       2003       2002
              (Unaudited) (Unaudited)(Unaudited)(Unaudited)(Unaudited)

EBITDA*                 6,658       6,078     5,439     12,736     6,243
Add (less):                                                             
 Depreciation           (6,143)     (5,818)   (6,635)   (11,961)  (16,483)
Income tax benefit         --          --       294         --    11,965
Other income, net         133         248       551        381       902
Impairment of property,                                                 
  plant and equipment       --          --        --         --   (59,189)
 Reorganization expenses    --          --        --         --      (128)
Specific and                                                            
non recurring nature of                                               
  inventory write-down      --          --        --         --    (3,007)
Facilities charges         --        (306)       --       (306)       --
 Interest expense       (3,527)     (3,527)   (3,526)    (7,054)   (6,610)

 Net loss               (2,879)     (3,325)   (3,877)    (6,204)  (66,307)
Adjustments to                                                          
reconcile net loss                                                    
to net cash provided                                                  
by (used in)                                                          
operating activities:                                                 
Depreciation            6,143       5,818     6,635     11,961    16,483
Amortization of                                                         
deferred charges                                                      
 and debt discount        379         379       377        758       753
 Deferred income taxes      --          --      (294)        --   (11,968)
Gain on disposal                                                        
of property, plant                                                    
  and equipment            (30)        (39)      (52)       (69)      (52)
Impairment of property,                                                 
 plant and equipment       --          --        --         --    59,189
Change in working                                                       
  capital, net          (3,306)      1,731    (8,425)    (1,575)   (4,044)

Net cash provided                                                       
by (used in) operating                                                
  activities               307       4,564    (5,636)     4,871    (5,946)

EBITDA* is not intended to represent net cash provided by (used in)     
operating activities as defined by generally accepted accounting        
  principles in the United States of America ("U.S. GAAP") and should not be
considered as an indicator of operating performance or an alternative to
cash flow as a measure of liquidity, management believes that it will   
provide useful information regarding our ability to serve and/or incur  
  debt and to meet our capital expenditure and working capital requirements.
 EBITDA*, as defined in the Consolidated Statements of Operations, may not
be comparable to similarly titled measures by other companies. The table
  above sets forth our EBITDA* with a reconciliation to net cash provided by
(used in) operating activities, which is considered the most directly   
comparable financial measure under U.S. GAAP.                           

ASAT Holdings Limited                                                   
RECONCILIATION OF EBITDA* and EBITDA* Excluding Incremental China       
Factory Set Up Costs                                                            
(USD in thousands)                                                      
Quarter Ended October 31, 2003 and July 31, 2003                        

                                             Quarter Ended
                                             October 31,      July 31,
                                              2003            2003
                                            (Unaudited)    (Unaudited)

EBITDA* - Excluding Incremental                                         
China Factory Set Up Costs                        7,261          6,211
Less:                                                                   
Incremental China Factory Set Up Costs             (603)          (133) 
EBITDA*                                            6,658          6,078 

EBITDA* is not intended to represent net cash provided by (used in)     
operating activities as defined by generally accepted accounting        
  principles in the United States of America ("U.S. GAAP") and should not be
considered as an indicator of operating performance or an alternative to
cash flow as a measure of liquidity, management believes that it will   
provide useful information regarding our ability to serve and/or incur  
  debt and to meet our capital expenditure and working capital requirements.
 EBITDA*, as defined in the Consolidated Statements of Operations, may not
be comparable to similarly titled measures by other companies. The table
above sets forth our EBITDA* with a reconciliation to EBITDA* Excluding 
Incremental China Factory Set Up Costs.                                 

SOURCE  ASAT Holdings Limited                                                   
-0-                             11/24/2003                              
  /CONTACT:  Robert Gange, Chief Financial Officer of ASAT Holdings Limited,
+852-2439-8788, or bob_gange@asathk.com; or investors, Jim Fanucchi of Summit   
IR Group, +1-408-404-5400, or ir@asat.com, for ASAT Holdings Limited/           
/Photo:  NewsCom:  http://www.newscom.com/cgi-bin/prnh/20030414/ASATLOGO
       AP Archive:  http://photoarchive.ap.org
                   PRN Photo Desk, +1-888-776-6555 or +1-212-782-2840/
/Web site:  http://www.asat.com/                                        
(ASTT)                                                                  

CO:  ASAT Holdings Limited                                                      
ST:  California, China                                                          
IN:  CPR SEM EPM                                                                
SU:  ERN CCA                                                                    

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 6-K Filing		Date		First		Last			Other Filings
		10/31/02		3
		7/28/03		3					20-F
		7/31/03		3
		10/31/03		2		3
For The Period Ended		11/24/03		2
Filed On / Filed As Of		11/25/03
		1/31/04		3
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