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 [May], 2004
MIRAE CORPORATION
(Translation of registrant’s name into English)
#9-2, CHA AM-DONG, CHUN AN CITY, CHOONG-NAM 330-200
REPUBLIC OF KOREA
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x No 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- .
The registrant files with the Korea Securities Exchange the notice dated May 14, 2004. Attached is English language version of the notice.
MIRAE CORPORATION ANNOUNCES
THE FIRST QUARTER RESULTS FOR FISCAL YEAR 2004
Seoul, Korea, May 14, 2004 - Mirae Corporation (Nasdaq: MRAE) today reports its operating and financial results for the three months ended March 31, 2004.
The Company reported total revenues of 14,656 million won for the first quarter of 2004, decreased by 30.7 percent from total revenues of 21,141 million won for the first quarter of 2003. And, gross profit for the first quarter of 2004 was 4,026 million won increased by 5.3 percent from gross profit of 3,822 million won for the first quarter of 2003. Mirae accounted 422 million won and 442 million won of operating loss and net loss, respectively, for the first quarter of the fiscal year 2004; whereas, operating loss of 1,424 million and net loss of 2,694 million won for the first quarter of the fiscal year 2003. The Company reported an improvement on operating loss and net loss for the first quarter of 2004 by 70.3 percent and 83.6 percent, respectively, compared to the first quarter of 2003.
[Table 1.] Summary of Operating Results of FY 2004 1Q vs. FY 2003 1Q
(Unit: in million Korean won, %)
Category | FY 2004 1Q | FY 2003 1Q | % Change | Comment | ||||||
Revenues | 14,656 | 21,141 | -30.7 | |||||||
Gross profit | 4,026 | 3,822 | +5.3 | |||||||
Operating income (loss) | (423 | ) | (1,424 | ) | - 70.3 | Operating loss decreased by 70.3% | ||||
Ordinary income (loss) | (442 | ) | (2,695 | ) | -83.6 | Ordinary loss decreased by 83.6% | ||||
Net income (loss) | (442 | ) | (2,695 | ) | -83.6 | Net loss decreased by 83.6% |
Finally, positive news is in abundance for the capital equipment market. 2003 ended with a strong acceleration in both billings and bookings. The acceleration brought positive revenue growth year over year for 2003 and a building order momentum, heralding a strong 2004. In stride with this upturn trend, the Company also emphasized on the global network reinforcement that hoping to increase the Company’s overseas sales and its profit margin. Even though our first quarter’s revenues decreased momentarily, our outlook for year 2004 remains positive. Thanks to the global information technology (IT) rebound and ever-increasing demand from newly emerging markets, Mirae has seen the signal of improvement, especially through SMD placement system market in Asia.
[Table 2] Revenues Break Down by Region.
(Unit: %)
Region | FY 2004 1Q | FY 2003 1Q | ||
Asia | 24.16 | 8.48 | ||
Europe | 4.08 | 6.48 | ||
US | 16.48 | 15.07 | ||
Overseas Total | 44.72 | 30.04 | ||
Domestic | 55.28 | 69.96 | ||
Total | 100.0 | 100.0 |
Each division fully portrays its figures for the first quarter of 2004 as follows. Semiconductor Equipment Division distributed sales of 6,212 million won, or 31.0 percent decrease, for the first quarter of 2004 from 9,009 million won for the same period of 2003. The semiconductor equipment industry is expected to grow continuously in 2004; and our SE sales are expected to show its strong growth in the second quarter of 2004. SMD Placement System Division (SMT) generated revenues of 7,749 million won for the first quarter of 2004, increased by 3.1 percent from 7,514 million won for the first quarter of 2003. Sales portion by Semiconductor Equipment Division, SMD placement systems Division and Other Division are 42.4 percent, 52.9 percent and 4.7 percent, respectively, for the first quarter of 2004.
[Table 3] Revenues Break Down by Division
(Unit: in million Korean won)
Division | FY 2004 1Q | FY 2003 1Q | % Change | |||
SE Division | 6,212 | 9,009 | -31.0 | |||
SMT Division | 7,749 | 7,514 | +3.1 | |||
Other | 695 | 4,619 | -84.9 | |||
Total | 14,656 | 21,141 | -30.7 |
Highlights of FY 2004 1Q
February 23, 2004
| • | Inclusion of an affiliate, GLD Co., Ltd. |
| Invested amount: 1,200 million won |
| Shareholding Ratio: 80.0% |
March 19, 2004
| • | The Resolution of the 13th Annual Shareholder’s Meeting |
| • | Approval of Balance Sheet, Income Statement and Appropriations of Retained Earnings for the FY 2003 |
| • | Approval of selective amendments to the Articles of Incorporation |
| • | Approval of Appointment of New Director |
| • | Approval of Director’s Remuneration Ceiling |
| • | Approval of Management’s Severance Payment Plan |
| • | Approval of Grant of Stock Option |
April 9, 2004
| • | The sales consignments contract of CyberBank Corporation. |
April 21, 2004
| • | Exclusion of an affiliate, Mobile Game Co., Ltd. |
This release contains operation and financial performance and other financial business matters prepared using accounting principles and reporting practices generally accepted in Korea (“Korean GAAP”) and is in unconsolidated basis. In accordance with KSE regulation, the unconsolidated balance sheet, the unconsolidated statement of operation and the unconsolidated statement of cash flows for the first quarter of 2004 have been reviewed by the Outside Auditor. In all other respects, these unconsolidated balance sheet, the unconsolidated statement of operation and the unconsolidated statement of cash flows under Korean GAAP are not intended to present the Company’s financial position and results of operations in accordance with accounting principles and reporting practices generally accepted in the United States. Accordingly, the balance sheet, statements of operation and statement of cash flows are not designed for use by those who are not informed about Korean GAAP.
Mirae Corporation is a manufacturer and supplier of semiconductor handlers and SMD placement systems along with Internet related businesses including SoftForum (PKI solution provider).
The common stock of Mirae Corporation is traded on the Korea Stock Exchange under the number “025560” and American Depositary Receipt of the common stock of Mirae is traded on the Nasdaq National Market under the symbol “MRAE”.
MIRAE CORPORATION
NON-CONSOLIDATED BALANCE SHEETS UNDER KOREAN GAAP
MARCH 31, 2004
DECEMBER 31, 2003
(In millions of Korean won)
| ASSETS | FY 2004 1Q | FY 2003 | ||
| (Unaudited) | (Audited) | |||
CURRENT ASSETS : | ||||
Cash and cash equivalents | 17,187 | 19,727 | ||
Short-term financial instruments | 8,480 | 10,124 | ||
Marketable securities | 19,967 | 20,853 | ||
Accounts receivable - trade, net | 26,153 | 28,462 | ||
Short-term loan | 197 | 100 | ||
Accounts receivable - other | 3,907 | 3,223 | ||
Inventories | 15,542 | 9,585 | ||
Accrued interest income | 105 | 90 | ||
Advance payments and others | 4,076 | 2,746 | ||
Prepaid income taxes | 339 | 306 | ||
Total Current Assets | 95,953 | 95,216 | ||
NON-CURRENT ASSETS : | ||||
Property, plant and equipment - net | 68,761 | 68,937 | ||
Intangible assets - net | 3,811 | 3,174 | ||
Investment securities | 20,956 | 19,751 | ||
Long-term and restricted bank deposits | 570 | 568 | ||
Guarantee deposits, net | 2,903 | 2,264 | ||
Long-term receivables | 4,624 | 4,624 | ||
Long-term loans and other | 2,417 | 2,477 | ||
Total Non-Current Assets | 104,042 | 101,795 | ||
TOTAL ASSETS | 199,995 | 197,011 | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED BALANCE SHEETS UNDER KOREAN GAAP
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(In millions of Korean won)
| LIABILITIES AND SHAREHOLDERS’ EQUITY | FY 2004 1Q | FY 2003 | ||||
| (Unaudited) | (Audited) | |||||
CURRENT LIABILITIES : | ||||||
Accounts payable - trade | 5,825 | 2,603 | ||||
Short-term borrowings | 17,114 | 18,152 | ||||
Accounts payable - other | 2,089 | 1,815 | ||||
Advance receipts from customers | 712 | 146 | ||||
Withholdings | 426 | 230 | ||||
Accrued expenses and other | 1,400 | 1,669 | ||||
Accrued dividends | 1 | 1 | ||||
Short-term guarantee deposits received | 301 | 301 | ||||
Current long-term liability | 2,342 | 1,788 | ||||
Total Current Liabilities | 30,210 | 26,705 | ||||
LONG-TERM LIABILITIES : | ||||||
Long-term borrowings | 7,024 | 7,745 | ||||
Long-term guarantee deposits received | 3,647 | 3,616 | ||||
Accrued severance indemnities, net | 2,497 | 2,000 | ||||
Total Long-term Liabilities | 13,168 | 13,361 | ||||
Total Liabilities | �� | 43,378 | 40,066 | |||
SHAREHOLDERS’ EQUITY : | ||||||
Capital stock | ||||||
Common stock - par value (Won)100 per share; issued and outstanding 123.0 million shares as of December 31, 2002 and 2001, respectively | 17,919 | 17,919 | ||||
Capital surplus : | ||||||
Additional paid-in capital | 129,884 | 129,884 | ||||
Retained earnings(Accumulated deficit) : | ||||||
Appropriated | 1,561 | 2,116 | ||||
Capital adjustments : | ||||||
Treasury stock | (4,344 | ) | (4,344 | ) | ||
Unrealized gain on investment securities | 10,736 | 10,770 | ||||
Additional paid-in capital - employee stock options | 861 | 713 | ||||
Loss on disposal of treasury stock | — | (113 | ) | |||
Total Shareholders’ Equity | 156,617 | 156,945 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 199,995 | 197,011 | ||||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENT OF OPERATIONS UNDER KOREAN GAAP
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(In millions of Korean won, except per share data)
| FY 2004 1Q | FY 2003 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
REVENUES | 14,656 | 21,141 | ||||
COST OF SALES | 10,629 | 17,319 | ||||
GROSS PROFIT | 4,026 | 3,822 | ||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 4,449 | 5,247 | ||||
OPERATING INCOME (LOSS) | (423 | ) | (1,424 | ) | ||
OTHER INCOMES | 1,261 | 2,238 | ||||
OTHER EXPENSES | 1,280 | 3,508 | ||||
ORDINARY PROFIT (LOSS) | (442 | ) | (2,695 | ) | ||
INCOME TAX EXPENSE (BENEFIT) | — | — | ||||
NET INCOME(LOSS) | (442 | ) | (2,695 | ) | ||
NET INCOME(LOSS) PER SHARE (In Korean won) | (2 | ) | (22 | ) | ||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(In millions of Korean won)
| FY 2004 1Q | FY 2003 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
CASH FLOWS FROM OPERATING ACTIVITIES : | ||||||
Net income (loss) | (442 | ) | (2,695 | ) | ||
Expenses not involving cash payments : | ||||||
Provision for severance indemnities | 605 | 312 | ||||
Depreciation and amortization | 930 | 947 | ||||
Allowance for bad debts | 784 | 1,791 | ||||
Loss from depreciation of intangible assets | 115 | 94 | ||||
Foreign currency translation loss | 465 | 426 | ||||
Loss from valuation of securities | 44 | 1,686 | ||||
Loss from disposal of securities | 1 | — | ||||
Loss from valuation & disposal of inventories | — | 93 | ||||
Loss from disposal and valuation of investment securities | — | 41 | ||||
Equity in losses of affiliate | — | 473 | ||||
Compensation cost related to stock options | 147 | 60 | ||||
Sub-total | 3,091 | 5,923 | ||||
Income not involving cash receipts : | ||||||
Foreign currency translation gain | (200 | ) | (1,034 | ) | ||
Recapture of present value discount account | — | (78 | ) | |||
Gain on disposal and valuation of marketable securities | (335 | ) | (264 | ) | ||
Gain on disposal of intangible assets | (10 | ) | (126 | ) | ||
Gain on valuation of affiliate | (38 | ) | — | |||
Gain on disposal of treasury stock | — | (113 | ) | |||
Sub-total | (583 | ) | (1,615 | ) | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(In millions of Korean won)
| FY 2004 1Q | FY 2003 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
Changes in assets and liabilities related to operating activities : | ||||||
Accounts receivable - trade | 1,070 | (9,288 | ) | |||
Accounts receivable - other | (686 | ) | 232 | |||
Accrued income | (14 | ) | 50 | |||
Advance payments | (1,367 | ) | (283 | ) | ||
Prepaid expenses | 25 | 138 | ||||
Prepaid income tax | (34 | ) | (77 | ) | ||
Inventories | (5,957 | ) | 4,690 | |||
Accounts payable - trade | 3,229 | 999 | ||||
Accounts payable - other | 273 | (2 | ) | |||
Advance receipts from customers | 566 | (95 | ) | |||
Withholdings | 195 | (42 | ) | |||
Accrued expenses | (268 | ) | 466 | |||
Unearned income | 1 | — | ||||
Other current liabilities | — | (1 | ) | |||
Severance indemnity payments | (108 | ) | (294 | ) | ||
Sub-total | (3,075 | ) | (3,507 | ) | ||
| (1,009 | ) | (1,894 | ) | |||
CASH FLOWS FROM INVESTING ACTIVITIES : | ||||||
Cash in flows from investing activities: | ||||||
Decrease in short-term financial instruments | 3,144 | 4,284 | ||||
Decrease in short-term loans | 19 | — | ||||
Decrease in investment securities | 13,335 | 13,617 | ||||
Proceeds from disposal of investment securities | 329 | — | ||||
Decrease in long-term loans | 91 | — | ||||
Decrease in guarantee deposits | — | 472 | ||||
Proceeds from disposal of property, plant and equipment | 44 | 742 | ||||
Guarantee deposits received | 31 | — | ||||
Increase in Long term guarantee deposits | — | 1,560 | ||||
| 16,993 | 20,675 |
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(In millions of Korean won)
| FY 2004 1Q | FY 2003 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
Cash out flows from investing activities: | ||||||
Increase in short-term financial instruments | 1,500 | — | ||||
Increase in investment securities | 12,158 | 13,424 | ||||
Increase in short-term loans | 116 | 1 | ||||
Increase in long-term financial instruments | 2 | 2 | ||||
Acquisition of investment securities | 1,529 | 1,070 | ||||
Increase in long-term loans | 15 | 6,695 | ||||
Increase in guarantee deposits | 639 | 310 | ||||
Acquisition of property, plant and equipment | 239 | 195 | ||||
Acquisition of other tangible assets | 550 | 327 | ||||
Acquisition of industrial rights | 107 | 176 | ||||
Increase in research and development costs | 631 | 291 | ||||
| 17,486 | 22,491 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES : | ||||||
Issuance of common shares | — | — | ||||
Increase in short-term borrowings | 2,009 | — | ||||
Decrease in treasury stock | — | 477 | ||||
Decrease in short-term borrowings | (3,047 | ) | (5,441 | ) | ||
Cost of stock issuing | — | — | ||||
Increase in treasury stock | — | — | ||||
| (1,038 | ) | (4,964 | ) | |||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,540 | ) | (8,673 | ) | ||
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 19,727 | 11,420 | ||||
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 17,187 | 2,747 | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 14, 2004
By | /s/ MiRi Chung | |
| Mi-Ri Chung | ||
| Mirae Corporation | ||
Public Disclosure Representative Of Investor Relations Team |
