Asat Holdings Ltd · 6-K · For 2/28/01

Filed On 3/8/01 9:47am ET   ·   SEC File 0-30842   ·   Accession Number 950109-1-649

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

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Form 6-K (Report of Foreign Issuer)                    9     36K 

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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)  

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 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 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):  82-________________.                        

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This report on Form 6-K consists of a press release dated February 28, 2001.  

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[LOGO OF ASAT]  

February 28, 2001                                                               
NASDAQ: ASTT                                                                    

ASAT Holdings Limited Reports Revenues and After-Tax Earnings 
For the Three and Twelve Months Ended January 31, 2001  

HONG KONG -- ASAT Holdings Limited, a leading outsource supplier of advanced    
integrated circuit package designs, assembly and test services for the          
semiconductor industry, today announced  revenues and after-tax earnings for the
three and twelve month periods ended January 31, 2001.                          

January  2001 quarter net sales were $84.4 million, a one percent increase      
compared with net sales of $83.7 million for the same quarter in 2000.  After-  
tax earnings were $10.7 million compared with $4.4 million for the same         
respective periods.  The January 2000 quarter included a $12.3 million non-     
recurring charge pre-tax (equivalent to $10.4 million after tax) for the write  
off of obsolete equipment.  Earnings per ADS for the January 2001 quarter were  
$0.08. Both sales and earnings for the quarter were consistent with the         
company's reduced guidance issued January 11. EBITDA for the January  2001      
quarter was $22.9 million compared with $30.9 million for the same quarter 2000,
exclusive of the non-recurring charge.                                          

For the twelve months ended January 2001, the company delivered record sales,   
net earnings and EBITDA. Sales for the twelve months ended January 31, 2001     
increased 29% to $375.3 million compared with $291.8 million for the comparable 
period ended January 31,2000.  Net earnings for the twelve months ended January 
2001 were $43.5 million ($.34 per ADS) compared with $ 37.4 million for the same
period ended January 2000. Net earnings for the twelve months ended January 2001
included an extraordinary item of $ 13.1 million after tax  representing        
premiums paid for the early  retirement of 35 percent ($52 million) of the      
company's high yield senior securities. Excluding both the $ 13.1 million       
extraordinary item in 2001 and the $10.4 million non-recurring charge in 2000,  
comparable earnings were a record $56.6 million for the twelve months ended     
January 2001, a 19% increase over the $ 47.7 million earned for the same period 
ended 2000. EBITDA, exclusive of all extraordinary and non-recurring items      
increased to $113.7 million for the twelve months ended 2001 compared with $    
104.6 earned in 2000.                                                           

Earnings per ADS for the January 2001 quarter are based upon the 135 million    
American Depository Shares (ADS) ASAT outstanding subsequent to ASAT's IPO on   
July 11, 2000.  Earnings per ADS for the twelve month period ended January 2001 
are computed based upon a weighted average of 126 million ADS outstanding.      

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On a sequential basis, sales for the January 2001 quarter decreased to $ 84.4   
million compared with $104.1 million for the previous quarter ended October 31, 
2000.  Earnings before extraordinary items and net of income taxes were $ 10.7  
million for the January 2001 quarter compared with $19.9 million for the October
2000 quarter. EBITDA for the January 2001 quarter was $22.9 million compared    
with $ 34.5 million for the October 2000 quarter.                               

Jerry Lee, chief executive officer stated, "With record annual results, but     
disappointing current quarter results, the company is obviously seeing the      
impact of a downturn in demand experienced in our end use markets, primarily the
communications sector which accounts for approximately 80 per cent of our sales.
After a robust November, representative of ASAT's historical performance, sales 
declined sharply starting mid December. Several of our customers reduced their  
orders with ASAT in response to production cuts by their customers."            

"The slow down has been generally across the board. We have not lost any major  
customers. In fact, during this recent January 2001 quarter, ASAT received      
supplier of the year awards from three of its key customers, two of which are   
among our top six customers in terms of sales dollar volume. "                  

"In response to this downturn we will implement cost reduction and reduce       
capital expenditures", Lee said. "This is necessary as our utilization levels   
are approximately 55% to 60%, down from the 76% to 80% level experienced in the 
October 2000 quarter, and it seems that no firms, including the major OEM's in  
the communications sector, offer any visibility for an upturn. The U.S. economic
outlook only further clouds the picture."                                       

"Therefore, looking ahead, it is difficult to give meaningful guidance for      
ASAT's upcoming quarter or twelve month period. However, even at current low    
production levels, ASAT still generates a very positive EBITDA. Given our strong
customer franchise and healthy balance sheet, it is an excellent time to        
position ASAT strategically for the future. We will continue our construction   
project in China, building an assembly site there and positioning ASAT to serve 
that market as well as produce key product ranges world wide. We exercised our  
option to acquire ASAT SA in Nancy, France, thus positioning ASAT to better     
serve our European as well as eastern US customers. Our newly developed         
technologies are making an important contribution. LPCC, the first product of   
our Kestrel family is already in volume production and selling in the market    
place. TAPP, our newest entrant, is being qualified by customers. Our Flip-chip 
and multi-chip modules are being positioned to serve the high end advanced      
package applications. Several designs and qualifications are currently in       
process. Design backlog, a leading indicator of future sales, has shown a strong
upswing compared with prior quarters".                                          

"ASAT has an excellent customer franchise and has historically performed near   
the top of the sector. Hence, we believe in the long term value of the company  
and accordingly, announced a $20 million share buyback program. Since the       
announcement in mid January, ASAT has spent approximately $ 1.5 million to buy  
shares".                                                                        

Management will host a telephone conference call for investors at 5 p.m. New    
York time on Wednesday, February 28th. To participate in the call please dial   
913-981-5510 at least 5 to 10                                                   

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minutes prior to the scheduled start time. For those unable to participate, a   
replay of the call will be available from 8:00 p.m. New York time through       
midnight, Wednesday, March 6th. To access the replay, dial 719-457-0820 and     
enter the pass code 702876 followed by the # key. For those who would like to   
contact the company immediately upon conclusion of the conference call, contact 
852 - 2439 - 8814.                                                              

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.                                             

For further information, please contact:                                        

                                                        [Enlarge/Download Table]
                                                                                                   
---------------------------------------------------------------------------------------------------
Stan Baumgartner, SVP & CFO     Jim Healy, SVP Sales & Marketing        Duke Coffey                
---------------------------------------------------------------------------------------------------
ASAT/Hong Kong                  ASAT/Fremont, California                G.A. Kraut Company/New York
---------------------------------------------------------------------------------------------------
852-2439-8788                   (510) 249-1222                          212-696-5600               
---------------------------------------------------------------------------------------------------
Stan_Baumgartner@asathk.com     jim_healy@asat.com                      dcoffey@gakraut.com        
---------------------------------------------------------------------------------------------------

[Financial Tables Follow] 

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ASAT HOLDINGS LIMITED 
CONSOLIDATED BALANCE SHEET  
(Unaudited) 
As at January 31, 2001 and 2000 
(USD'000) 

                                                                [Download Table]


                                                   Jan'2001      Jan'2000 
ASSETS                                                                    
                                                                          
Current assets:                                                           
     Cash and cash equivalents                       96,939        11,752 
     Accounts receivable -trade                      29,165        40,442 
     Inventories                                     32,490        19,522 
     Prepaid expenses and other current assets       15,517         8,333 
                                                -----------   ----------- 
     Total current assets                           174,111        80,049 

Property, plant and equipment, net                  252,886       148,977 
Option to acquire ASAT S.A., at cost                      -        20,000 
Deferred charges, net                                 4,909        10,898 
Noncompete covenants, net                                 -           688 
                                                -----------   ----------- 
     Total assets                                   431,906       260,612 
                                                ===========   =========== 

LIABILITIES AND SHAREHOLDERS' EQUITY                                      

Current liabilities:                                                      
     Short term bank borrowings                           -         2,000 
     Current portion of other long term debt            324         2,500 
     Accounts payable                                20,836        17,719 
     Accrued charges                                 11,634        10,025 
     Income taxes payable                                 -        13,564 
     Amount due to QPL Group                          2,268         5,097 
     Amount due to a related company                    317           301 
                                                -----------   ----------- 
     Total current liabilities                       35,379        51,206 
                                                ===========   =========== 
Deferred income taxes                                30,019        18,692 
12.5% Senior notes due 2006                          97,420       149,002 
Other long-term debt                                      -        37,500 

Shareholders' equity:                                                     
     Common stock                                     6,760         5,760 
     Treasury stock                                      (4)            - 
     Additional paid-in capital                     232,819        12,457 
     Retained earnings (deficit)                     29,513       (14,005)
                                                -----------   ----------- 
     Total shareholders' equity                     269,088         4,212 
                                                -----------   ----------- 

Total liabilities and shareholders' equity          431,906       260,612 

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ASAT Holdings Limited 
Consolidated Statements of Operations 
(USD in thousands, except share data) 
Quarter and Twelve Months Period Ended January 31, 2001 and 2000  

                                                        [Enlarge/Download Table]


                                                                 Three Months Ended                    Twelve months ended       
                                                   ---------------------------------------------   ----------------------------- 
                                                    January 31       October 31      January 31,   January 31,       January 31, 
                                                       2001             2000            2000          2001              2000     
                                                   (Unaudited)      (Unaudited)      (Unaudited)   (Unaudited)       (Unaudited) 
                                                   -----------      -----------      -----------   -----------       ----------- 
                                                                                                                                 
Net Sales                                               84,386          104,130           83,688       375,280           291,824 

Total cost of sales                                     59,413           67,502           53,175       250,842           183,314 
                                                   -----------      -----------      -----------   -----------       ----------- 
Gross profit                                            24,973           36,628           30,513       124,438           108,510 
                                                   -----------      -----------      -----------   -----------       ----------- 
Operating expenses:                                                                                                              
  Selling, general and administrative                    9,282            8,812            4,803        34,035            24,053 
  Research and development                               1,493            1,390            1,168         5,613             4,675 
  Non recurring charges for obsolete equipment               -                -           12,340             -            12,340 
                                                   -----------      -----------      -----------   -----------       ----------- 
Total operating expenses                                10,775           10,202           18,311        39,648            41,068 
                                                   -----------      -----------      -----------   -----------       ----------- 
Income from operations                                  14,198           26,426           12,202        84,790            67,442 
Other income, net                                        1,757            2,049              322         5,759               608 
Interest expense:                                                                                                                
  - amortization of deferred charges                      (214)            (235)            (447)       (1,363)             (461)
  - third parties                                       (3,430)          (3,956)          (6,176)      (19,773)          (11,206)
  - QPL Group                                                -                -                -             -            (2,404)
Recapitalization costs                                       -                -             (134)         (186)           (6,627)
                                                   -----------      -----------      -----------   -----------       ----------- 
Income before income taxes and extraordinary                                                                                     
  charge                                                12,311           24,284            5,767        69,227            47,352 
Provision for income taxes                              (1,598)          (4,375)          (1,332)      (12,583)           (9,969)
                                                   -----------      -----------      -----------   -----------       ----------- 
Income before extraordinary charge                      10,713           19,909            4,435        56,644            37,383 
Extraordinary charge on early extinguishment of                                                                                  
  debt (net of income tax benefit of $885 for the            -          (10,561)               -       (13,126)                - 
  three months ended Oct 31, 2000 and $1,108 for                                                                                 
  the twelve months ended Jan 31,2001)                                                                                           
                                                   -----------      -----------      -----------   -----------       ----------- 
Net income                                              10,713            9,348            4,435        43,518            37,383 
                                                   ===========      ===========      ===========   ===========       =========== 

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ASAT Holdings Limited 
Consolidated Statements of Operations 
(USD in thousands, except share data) 
Quarter and Twelve Months Period Ended January 31, 2001 and 2000  

                                                        [Enlarge/Download Table]

                                                             Three Months Ended               Twelve months ended   
                                                  ---------------------------------------  -------------------------
                                                  January 31    October 31    January 31,  January 31,   January 31,
                                                     2001          2000          2000         2001          2000    
                                                  (Unaudited)   (Unaudited)   (Unaudited)  (Unaudited)   (Unaudited)
                                                  -----------   -----------   -----------  -----------   -----------
                                                                                                                    
Net income per ADS:                                                                                                 
  Basic:                                                                                                            
        Income before extraordinary charge        $      0.08   $      0.15   $      0.04  $      0.45   $      0.32
        Extraordinary loss                                  -         (0.08)            -        (0.11)            -
                                                  -----------   -----------   -----------  -----------   -----------
        Net income                                $      0.08   $      0.07   $      0.04  $      0.34   $      0.32
                                                  ===========   ===========   ===========  ===========   ===========
Basic weighted average number of ADS outstanding  135,197,478   135,200,000   115,200,000  126,237,617   115,200,000
                                                  ===========   ===========   ===========  ===========   ===========

Net income per ordinary share:                                                                                      

  Basic:                                                                                                            
        Income before extraordinary charge        $      0.02   $      0.03   $      0.01  $      0.09   $      0.06
        Extraordinary loss                                  -         (0.02)            -        (0.02)            -
                                                  -----------   -----------   -----------  -----------   -----------
        Net income                                $      0.02   $      0.01   $      0.01  $      0.07   $      0.06
                                                  ===========   ===========   ===========  ===========   ===========
Basic weighted average number of ordinary shares                                                                    
  outstanding                                     675,987,391   676,000,000   576,000,000  631,188,087   576,000,000
                                                  ===========   ===========   ===========  ===========   ===========

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SIGNATURE 

  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: March 8, 2001                                                             

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 6-K Filing		Date		First		Last			Other Filings
		1/31/00		6		8
		7/11/00		3
		10/31/00		4					6-K
		1/31/01		3		8			6-K
For The Period Ended		2/28/01		2		3
Filed On / Filed As Of		3/8/01		9
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