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 [November], 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 ( ü ) | 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 (ü ) |
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 November 15, 2004. Attached is English language version of the notice.
MIRAE CORPORATION ANNOUNCES
THE THIRD QUARTER RESULTS FOR FISICAL YEAR 2004
Seoul, Korea, November 15, 2004 - Mirae Corporation (Nasdaq: MRAE) today reports its operating and financial results for the nine months ended September 30, 2004.
The Company reported total revenues of 42,410 million won for the third quarter of 2004, decreased by 10.1 percent from total revenues of 47,222 million won for the third quarter of 2003. And, gross profit for the third quarter of 2004 was 9,608 million won increased by 4.0 percent from gross profit of 9,230 million won for the third quarter of 2003. Mirae accounted 3,342 million won of operating loss that improved its operating loss by 15.5 percent from 3,956 million of operating loss for the third quarter of 2003. Moreover, Mirae accounted 4,398 million won of ordinary loss and net loss, respectively, for the third quarter of the fiscal year 2004; whereas, ordinary profit and net profit of 14,113 million won for the third quarter of the fiscal year 2003.
[Table 1.] Summary of Operating Results of FY 2004 3Q vs. FY 2003 3Q
(Unit: in million Korean won, %)
Category | FY 2004 3Q | FY 2003 3Q | % Change | Comment | ||||||
Revenues | 42,410 | 47,222 | -10.1 | |||||||
Gross profit | 9,608 | 9,230 | +4.0 | |||||||
Operating income (loss) | (3,342 | ) | (3,956 | ) | - 15.5 | Operating loss decreased by 15.5% | ||||
Ordinary income (loss) | (4,398 | ) | 14,113 | Turnover Ordinary loss | ||||||
Net income (loss) | (4,398 | ) | 14,113 | Turnover Net loss |
Even though total revenues decreased for the third quarter of 2004 slightly, but operating loss decreased by 15.5%. The good news widespread with booming semiconductor industry, 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 third quarter’s revenues decreased momentarily, our outlook for year 2004 remains positive. 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 3Q | FY 2003 3Q | ||
Asia | 18.5 | 12.9 | ||
Europe | 5.8 | 5.9 | ||
US | 18.9 | 23.3 | ||
Overseas Total | 43.2 | 42.1 | ||
Domestic | 56.8 | 57.9 | ||
Total | 100.0 | 100.0 |
Each division fully portrays its figures for the third quarter of 2004 as follows. Automated Test Equipment Division (former Semiconductor Equipment Division) distributed sales of 24,273million won, or 3.0 percent decrease, for the third quarter of 2004 from 25,033 million won for the same period of 2003. Although our ATE sales are decreased in the third quarter of 2004 compare to in the same period of 2003, however, the semiconductor equipment industry is expected to grow continuously in this year; and we hope that our ATE sales show its growth accordingly. SMD Placement System Division (SMT) generated revenues of 16,432 million won for the third quarter of 2004, increased by 17.3 percent from 13,998 million won for the third quarter of 2003. Sales portion by Automated Test Equipment Division, SMD placement systems Division and Other Division are 57.2 percent, 38.8 percent and 4.0 percent, respectively, for the third quarter of 2004.
[Table 3] Revenues Break Down by Division
(Unit: in million Korean won)
Division | FY 2004 3Q | FY 2003 3Q | % Change | |||
ATE Division | 24,273 | 25,033 | -3.0 | |||
SMT Division | 16,432 | 13,998 | +17.3 | |||
Other | 1,705 | 8,191 | -79.1 | |||
Total | 42,410 | 47,222 | -10.1 |
Highlights of FY 2004 3Q
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. |
May 14, 2004
| • | Guarantee payment for Cyberbank Corporation |
Total amount of guarantee: 15,000 million won
July 21, 2004
| • | The contract of introduction of technology, P&I Corporation |
To maximize the company’s profit margin through the new business, we paid 1,000 million won of initial royalty and running royalty to be confirmed.
August 9, 2004
| • | The contract of introduction of technology, GLD Co., Ltd |
To maximize the company’s profit margin through the new business, we paid 500 million won and terms of contract is from August 9, 2004 to August 9, 2009. After the term it will be automatically extended if there is no objection by letter
August 9, 2004
| • | The integration of three different business site at CheonAhn and change the name of Semiconductor Equipment Division to Automated Test Equipment Division |
September 13, 2004
| • | The judgment for Patent Infringement Lawsuits against Nexscien Co., Ltd. The District Court in Suwon dismissed the suits that Mirae Corporation filed patent-infringement and damage compensation against Nexscien Co.,Ltd. The reason of judgment is Patent advocacy with Mirae Corporation is not able to approve its coverage of patent right because Mirae Corporation had already actual business delivery results using this patent before application for a patent. |
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 third 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
SEPTEMBER 30, 2004
DECEMBER 31, 2003
(In millions of Korean won)
| FY 2004 3Q | FY 2003 | |||
| (Unaudited) | (Audited) | |||
ASSETS | ||||
CURRENT ASSETS : | ||||
Cash and cash equivalents | 6,189 | 19,727 | ||
Short-term financial instruments | 22,702 | 10,124 | ||
Marketable securities | 1,146 | 20,853 | ||
Accounts receivable - trade, net | 27,740 | 28,462 | ||
Short-term loan | 89 | 100 | ||
Accounts receivable - other | 5,717 | 3,223 | ||
Inventories | 17,709 | 9,585 | ||
Accrued interest income | 515 | 90 | ||
Advance payments and others | 895 | 2,746 | ||
Prepaid income taxes | 123 | 306 | ||
Total Current Assets | 82,826 | 95,216 | ||
NON-CURRENT ASSETS : | ||||
Property, plant and equipment - net | 73,623 | 68,937 | ||
Intangible assets - net | 8,251 | 3,174 | ||
Investment securities | 20,372 | 19,751 | ||
Long-term and restricted bank deposits | 576 | 568 | ||
Guarantee deposits, net | 4,549 | 2,264 | ||
Long-term receivables | 3,799 | 4,624 | ||
Long-term loans and other | 1,885 | 2,477 | ||
Total Non-Current Assets | 113,055 | 101,795 | ||
TOTAL ASSETS | 195,882 | 197,011 | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED BALANCE SHEETS UNDER KOREAN GAAP
SEPTEMBER 30, 2004
DECEMBER 31, 2003
(In millions of Korean won)
| FY 2004 3Q | FY 2003 | |||||
| (Unaudited) | (Audited) | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
CURRENT LIABILITIES : | ||||||
Accounts payable - trade | 3,191 | 2,603 | ||||
Short-term borrowings | 15,871 | 18,152 | ||||
Accounts payable - other | 1,700 | 1,815 | ||||
Advance receipts from customers | 1,188 | 146 | ||||
Withholdings | 389 | 230 | ||||
Accrued expenses and other | 1,693 | 1,669 | ||||
Short-term guarantee deposits received | 1,262 | 301 | ||||
Current long-term liability | 2,336 | 1,788 | ||||
Total Current Liabilities | 27,630 | 26,704 | ||||
LONG-TERM LIABILITIES : | ||||||
Long-term borrowings | 9,236 | 7,745 | ||||
Long-term guarantee deposits received | 3,453 | 3,616 | ||||
Accrued severance indemnities, net | 2,255 | 2,000 | ||||
Total Long-term Liabilities | 14,944 | 13,361 | ||||
Total Liabilities | 42,574 | 40,065 | ||||
SHAREHOLDERS’ EQUITY : | ||||||
Capital stock | ||||||
Common stock - par value (Won)100 per share; issued and outstanding 179 million shares as of September 30, 2004 and 2003, respectively | 17,919 | 17,919 | ||||
Capital surplus : | ||||||
Additional paid-in capital | 129,884 | 129,884 | ||||
Retained earnings(Accumulated deficit) : | ||||||
Unappropriated | (2,395 | ) | 2,116 | |||
Capital adjustments : | ||||||
Treasury stock | (4,344 | ) | (4,344 | ) | ||
Unrealized gain on investment securities | 10,961 | 10,770 | ||||
Additional paid-in capital - employee stock options | 1,283 | 713 | ||||
Loss on disposal of treasury stock | — | (113 | ) | |||
Total Shareholders’ Equity | 153,308 | 156,945 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 195,882 | 197,010 | ||||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENT OF OPERATIONS UNDER KOREAN GAAP
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(In millions of Korean won, except per share data)
| FY 2004 3Q | FY 2003 3Q | |||||
| (Unaudited) | (Unaudited) | |||||
REVENUES | 42,410 | 47,222 | ||||
COST OF SALES | 32,801 | 37,992 | ||||
GROSS PROFIT | 9,608 | 9,230 | ||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 12,950 | 13,186 | ||||
OPERATING INCOME (LOSS) | (3,342 | ) | (3,956 | ) | ||
OTHER INCOMES | 3,182 | 32,194 | ||||
OTHER EXPENSES | 4,238 | 14,125 | ||||
ORDINARY PROFIT (LOSS) | (4,398 | ) | 14,113 | |||
INCOME TAX EXPENSE (BENEFIT) | — | — | ||||
NET INCOME (LOSS) | (4,398 | ) | 14,113 | |||
NET INCOME (LOSS) PER SHARE (In Korean won) | (25 | ) | 115 | |||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(In millions of Korean won)
| FY 2004 3Q | FY 2003 3Q | |||||
| (Unaudited) | (Unaudited) | |||||
CASH FLOWS FROM OPERATING ACTIVITIES : | ||||||
Net income (loss) | (4,398 | ) | 14,113 | |||
Expenses not involving cash payments : | ||||||
Provision for severance indemnities | 1,130 | 960 | ||||
Depreciation and amortization | 2,994 | 3,336 | ||||
Allowance for bad debts | 1,270 | 2,461 | ||||
Loss from depreciation of intangible assets | 721 | 1,116 | ||||
Foreign currency translation loss | 470 | 600 | ||||
Loss from valuation of securities | 2 | — | ||||
Loss from valuation & disposal of inventories | — | 6,510 | ||||
Loss from disposal and valuation of investment securities | 2 | 41 | ||||
Equity in losses of affiliate | 585 | 661 | ||||
Loss on disposition of short-term securities | 174 | 75 | ||||
Loss on disposition of available-for sale securities | 2 | |||||
Loss on disposal of investment securities by equity method | — | 286 | ||||
Loss from impairment of long term investment securities | — | 1,762 | ||||
Compensation cost related to stock options | 570 | 252 | ||||
Others | 186 | — | ||||
Sub-total | 8,106 | 18,060 | ||||
Income not involving cash receipts : | ||||||
Foreign currency translation gain | (294 | ) | (250 | ) | ||
Recapture of present value discount account | (209 | ) | (437 | ) | ||
Gain on disposal and valuation of marketable securities | (509 | ) | (1,921 | ) | ||
Gain on disposal of tangible assets | (12 | ) | (131 | ) | ||
Gain on disposition of available-for sale securitie | — | (26,940 | ) | |||
Gain on forward foreign exchange valuation | (129 | ) | — | |||
Sub-total | (1,153 | ) | (29,679 | ) | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(In millions of Korean won)
| FY 2004 3Q | FY 2003 3Q | |||||
| (Unaudited) | (Unaudited) | |||||
Changes in assets and liabilities related to operating activities : | ||||||
Accounts receivable - trade | (365 | ) | (10,108 | ) | ||
Accounts receivable - other | (2,641 | ) | (4,642 | ) | ||
Accrued income | (296 | ) | (65 | ) | ||
Advance payments | 1,589 | 5,824 | ||||
Prepaid expenses | 22 | 253 | ||||
Prepaid income tax | 182 | 243 | ||||
Inventories | (8,798 | ) | (2,212 | ) | ||
Accounts payable - trade | 595 | (2,641 | ) | |||
Accounts payable - other | (115 | ) | (250 | ) | ||
Advance receipts from customers | 1,041 | (112 | ) | |||
Withholdings | 158 | 89 | ||||
Accrued expenses | 24 | 708 | ||||
Unearned income | — | — | ||||
Other current liabilities | — | (5 | ) | |||
Severance indemnity payments | (875 | ) | (1,472 | ) | ||
Sub-total | (9,479 | ) | (14,390 | ) | ||
| (6,924 | ) | (11,896 | ) | |||
CASH FLOWS FROM INVESTING ACTIVITIES : | ||||||
Cash in flows from investing activities: | ||||||
Decrease in short-term financial instruments | 6,870 | 45,447 | ||||
Decrease in short-term loans | 177 | 171 | ||||
Decrease in investment securities | 52,299 | 49,962 | ||||
Proceeds from disposal of long-term investment securities | — | 4,512 | ||||
Proceeds from disposal of investment securities | — | 212 | ||||
Decrease in long-term loans | 766 | 66 | ||||
Decrease in long-term account receivables | 1,000 | 2,000 | ||||
Decrease in guarantee deposits | 391 | 1,245 | ||||
Proceeds from disposal of property, plant and equipment | 72 | 703 | ||||
Decrease in construction in-progress | — | 1,748 | ||||
Guarantee deposits received | 58 | — | ||||
Increase in Long term guarantee deposits | 1,037 | 1,636 | ||||
| 62,670 | 107,702 |
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(In millions of Korean won)
| FY 2004 3Q | FY 2003 3Q | |||||
| (Unaudited) | (Unaudited) | |||||
Cash out flows from investing activities: | ||||||
Increase in investment securities | 32,262 | 33,431 | ||||
Increase in short-term loans | 166 | 50 | ||||
Increase in long-term financial instruments | 8 | 6 | ||||
Acquisition of investment securities | 1,200 | 1,070 | ||||
Increase in long-term loans | 153 | 6,831 | ||||
Increase in guarantee deposits | 2,679 | 855 | ||||
Acquisition of property, plant and equipment | 1,398 | 2,344 | ||||
Increase in construction in-progress | 5,145 | 1,748 | ||||
Acquisition of other tangible assets | 1,197 | 1,090 | ||||
Acquisition of industrial rights | 377 | 335 | ||||
Increase in research and development cost | 4,981 | 646 | ||||
Decrease in guarantee deposits | 50 | — | ||||
Decrease in Long term guarantee deposits | 246 | — | ||||
Increase in short-term financial instruments | 19,449 | 36,850 | ||||
| 69,311 | 85,256 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES : | ||||||
Issuance of common shares | — | — | ||||
Increase in short-term borrowings | 27,730 | — | ||||
Increase in long-term borrowings | 3,500 | — | ||||
Decrease in treasury stock | — | 373 | ||||
Decrease in short-term borrowings | (29,963 | ) | (11,187 | ) | ||
Cost of stock issuing | — | — | ||||
Decrease in long-term borrowings | (1,239 | ) | — | |||
| 28 | (10,814 | ) | ||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (13,538 | ) | (264 | ) | ||
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 19,727 | 11,420 | ||||
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 6,189 | 11,156 | ||||
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: November 14, 2004
By | /s/ MiRi Chung | |
Mi-Ri Chung | ||
Mirae Corporation | ||
Public Disclosure Representative | ||
Of Investor Relations Team |
