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], 2005
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 May 16, 2005. Attached is English language version of the notice.
MIRAE CORPORATION ANNOUNCES
THE FIRST QUARTER RESULTS FOR FISICAL YEAR 2005
Seoul, Korea, May 16, 2005 - Mirae Corporation (Nasdaq: MRAE) today reports its operating and financial results for the three months ended March 31, 2005.
The Company reported total revenues of 20,716 million won for the first quarter of 2005, increased by 41.3 percent from total revenues of 14,656 million won for the first quarter of 2004. And, gross profit for the first quarter of 2005 was 5,054 million won increased by 25.5 percent from gross profit of 4,026 million won for the first quarter of 2004. Mirae accounted 661 million won and 17,911 million won of operating profit and net profit, respectively, for the first quarter of the fiscal year 2005; whereas, operating loss of 423 million and net loss of 442 million won for the first quarter of the fiscal year 2004. The Company reported an improvement on operating income and net income for the first quarter of 2005 by 256.2 percent and 4,152.2 percent, respectively, or a turnaround from 423 million won of operating loss and a turnaround from 442 million won of net loss compared to the first quarter of 2004.
[Table 1.] Summary of Operating Results of FY 2005 1Q vs. FY 2004 1Q
(Unit: in million Korean won, %)
Category | FY 2005 1Q | FY 2004 1Q | % Change | Comment | |||||
Revenues | 20,716 | 14,656 | +41.3 | ||||||
Gross profit | 5,054 | 4,026 | +25.5 | ||||||
Operating income (loss) | 661 | (423 | ) | +256.2 | Turnaround | ||||
Ordinary income (loss) | 17,911 | (442 | ) | +4,152.2 | Turnaround | ||||
Net income (loss) | 17,911 | (442 | ) | +4,152.2 | Turnaround |
Finally, positive news is in abundance for the capital equipment market. 2004 ended with a strong acceleration in both billings and bookings. The acceleration brought positive revenue for the first quarter of 2005. 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. Through this turnaround trend from operating income and net income, we hope that our outlook for year 2005 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 2005 1Q | FY 2004 1Q | ||
Asia | 14.08 | 24.16 | ||
Europe | 6.51 | 4.08 | ||
US | 7.83 | 16.48 | ||
Overseas Total | 28.43 | 44.72 | ||
Domestic | 71.57 | 55.28 | ||
Total | 100.0 | 100.0 | ||
Each division fully portrays its figures for the first quarter of 2005 as follows. Assembly and Test Equipment Division (former Semiconductor Equipment Division) distributed sales of 8,601 million won, or 38.4 percent increase, for the first quarter of 2005 from 6,212 million won for the same period of 2004. The semiconductor equipment industry is expected to grow continuously in 2005; and our ATE sales are expected to show its strong growth in the second quarter of 2005. SMD Placement System Division (SMT) generated revenues of 11,977 million won for the first quarter of 2005, increased by 54.5 percent from 7,749 million won for the first quarter of 2004. Sales portion by Assembly and Test Equipment Division, SMD placement systems Division and Other Division are 41.5 percent, 57.8 percent and 0.7 percent, respectively, for the first quarter of 2005.
[Table 3] Revenues Break Down by Division
(Unit: in million Korean won)
Division | FY 2005 1Q | FY 2004 1Q | % Change | |||
ATE Division | 8,601 | 6,212 | +38.4 | |||
SMT Division | 11,977 | 7,749 | +54.5 | |||
Other | 137 | 695 | -80.2 | |||
Total | 20,716 | 14,656 | +41.3 | |||
Highlights of FY 2005 1Q
January 19, 2005
| • | Change of representative director |
Before the change: Hyung-Yun Lee
After the change: Hyung-Yun Lee and Soon-Do Kwon
| • | Decision on disposal of building and land of Research and Development Center at Gyeonggi-do. |
Amount of disposal (KRW): 24,000,000,000
Purpose of disposal: Corporate restructuring by selling unprofitable fixed asset
January 24, 2005
| • | Decision on disposal of Bundang building at Gyenggi-do Seongnam City. |
Amount of disposal (KRW): 11,550,000,000
Comparison to total amount of assets (%): 5.9
Purpose of disposal: Concentrate on core business by selling unprofitable fixed asset
January 27, 2005
| • | Disposal of equity in Softforum Co., Ltd. |
Amount of disposal (KRW): 9,010,000,000
Number of shares to be disposed: 2,726,800
Number of shares held after disposal: 602,040
Shareholding ratio after disposal (%): 7.5
February 15, 2005
| • | Sales or profit and loss change over 30% FY 2004 |
Major reason of sales or profit and loss change: Decrease of sales revenue and increase of bad debt expense due to the stagnation of semiconductor industry.
February 18, 2005
| • | Change of representative director |
Before the change: Hyung-Yun Lee and Soon-Do Kwon
After the change: Soon-Do Kwon
Reason of change: Hyung-Yun Lee resigned his position as a representative director
February 28, 2005
| • | Decision on calling the 14th Annual Shareholder’s Meeting |
| • | Approval of Balance sheet, Income statement and Statement of loss disposition for the fiscal year 2004. |
| • | Partial amendment to articles of incorporation. |
| • | Appointment of New outside directors who become members of audit committee |
| • | Approval of the ceiling amount of the Remuneration for Directors |
March 18, 2005
| • | Result of the 14th Annual Shareholders’ Meeting |
| • | Approval of Balance sheet, Income statement and Statement of loss disposition for the fiscal year 2004.® Resolved as proposed |
| • | Partial amendment to articles of incorporation.® Resolved as proposed |
| • | Appointment of New outside directors who become members of audit committee.® Resolved as proposed |
| • | Approval of the ceiling amount of the Remuneration for Directors® Resolved as proposed |
March 24, 2005
| • | Disaffiliation of affiliated company, SoftForum Co., Ltd. |
March 28, 2005
| • | Cancellation of Stock Option Granted |
Number of grantees cancelled: 19 persons
Number of common shares cancelled: 1,271,669
Reason for cancellation: voluntary resignation
April 26, 2005
| • | Product and service transaction with CyberBank Corporation |
Transaction amount (KRW): 2,485,139,895
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. 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, 2005
DECEMBER 31, 2004
(In millions of Korean won)
| FY 2005 1Q | FY 2004 | |||
| (Unaudited) | (Audited) | |||
ASSETS | ||||
CURRENT ASSETS : | ||||
Cash and cash equivalents | 24,414 | 14,636 | ||
Short-term financial instruments | 42,989 | 33,682 | ||
Marketable securities | 166 | 148 | ||
Accounts receivable - trade, net | 33,097 | 26,203 | ||
Short-term loan | 92 | 88 | ||
Accounts receivable - other | 8,113 | 3,750 | ||
Inventories | 20,544 | 25,998 | ||
Accrued interest income | 568 | 478 | ||
Advance payments and others | 948 | 686 | ||
Prepaid income taxes | 198 | 149 | ||
Total Current Assets | 131,129 | 105,818 | ||
NON-CURRENT ASSETS : | ||||
Property, plant and equipment - net | 46,676 | 74,472 | ||
Intangible assets - net | 10,693 | 8,326 | ||
Investment securities | 5,158 | 14,988 | ||
Long-term and restricted bank deposits | 661 | 659 | ||
Guarantee deposits, net | 4,664 | 4,552 | ||
Long-term receivables | 1,123 | 3,109 | ||
Long-term loans and other | 1,644 | 1,824 | ||
Total Non-Current Assets | 70,619 | 107,930 | ||
TOTAL ASSETS | 201,748 | 213,748 | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED BALANCE SHEETS UNDER KOREAN GAAP
MARCH 31, 2005
DECEMBER 31, 2004
(In millions of Korean won)
| FY 2005 1Q | FY 2004 | |||||
| (Unaudited) | (Audited) | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
CURRENT LIABILITIES : | ||||||
Accounts payable - trade | 6,327 | 9,345 | ||||
Short-term borrowings | 28,969 | 35,796 | ||||
Accounts payable - other | 3,383 | 1,707 | ||||
Advance receipts from customers | 395 | 1,207 | ||||
Withholdings | 332 | 279 | ||||
Accrued expenses and other | 1,937 | 1,810 | ||||
Short-term guarantee deposits received | 172 | 183 | ||||
Current long-term liability | — | 2,237 | ||||
Allowance for guarantee deposited and others | 15,974 | 15,810 | ||||
Total Current Liabilities | 57,489 | 68,374 | ||||
LONG-TERM LIABILITIES : | ||||||
Long-term borrowings | 5,107 | 10,238 | ||||
Convertible Bond | 3,056 | 3,009 | ||||
Long-term guarantee deposits received | 73 | 3,381 | ||||
Accrued severance indemnities, net | 2,349 | 2,429 | ||||
Total Long-term Liabilities | 10,585 | 19,057 | ||||
Total Liabilities | 68,074 | 87,431 | ||||
SHAREHOLDERS’ EQUITY : | ||||||
Capital stock | ||||||
Common stock - par value (Won)100 per share; issued and outstanding 179 million shares as of March 31, 2005 and 2004, respectively | 17,919 | 17,919 | ||||
Capital surplus : | ||||||
Additional paid-in capital | 129,884 | 129,884 | ||||
Retained earnings (Accumulated deficit) : | ||||||
Unappropriated | (11,734 | ) | (29,645 | ) | ||
Capital adjustments : | ||||||
Treasury stock | (4,344 | ) | (4,344 | ) | ||
Unrealized gain on investment securities | (839 | ) | 10,988 | |||
Additional paid-in capital - employee stock options | 1,515 | 1,515 | ||||
Valuation profit from investment securities | 1,273 | — | ||||
Total Shareholders’ Equity | 133,674 | 126,317 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 201,748 | 213,748 | ||||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENT OF OPERATIONS UNDER KOREAN GAAP
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(In millions of Korean won, except per share data)
| FY 2005 1Q | FY 2004 1Q | ||||
| (Unaudited) | (Unaudited) | ||||
REVENUES | 20,716 | 14,656 | |||
COST OF SALES | 15,662 | 10,629 | |||
GROSS PROFIT | 5,054 | 4,026 | |||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 4,393 | 4,449 | |||
OPERATING INCOME (LOSS) | 661 | (423 | ) | ||
OTHER INCOMES | 23,352 | 1,261 | |||
OTHER EXPENSES | 6,102 | 1,280 | |||
ORDINARY PROFIT (LOSS) | 17,911 | (442 | ) | ||
INCOME TAX EXPENSE (BENEFIT) | — | — | |||
NET INCOME (LOSS) | 17,911 | (442 | ) | ||
NET INCOME (LOSS) PER SHARE (In Korean won) | 101 | (2 | ) | ||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(In millions of Korean won)
| FY 2005 1Q | FY 2004 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
CASH FLOWS FROM OPERATING ACTIVITIES : | ||||||
Net income (loss) | 17,911 | (442 | ) | |||
Expenses not involving cash payments : | ||||||
Provision for severance indemnities | 477 | 605 | ||||
Depreciation and amortization | 1,107 | 784 | ||||
Allowance for bad debts | 344 | 945 | ||||
Loss from depreciation of intangible assets | 84 | 100 | ||||
Foreign currency translation loss | — | 465 | ||||
Expense from A/S | 165 | — | ||||
Loss from valuation of securities | — | 44 | ||||
Loss from valuation & disposal of inventories | — | — | ||||
Loss from disposal and valuation of investment securities | 4,611 | — | ||||
Equity in losses of affiliate | — | — | ||||
Loss on disposition of short-term securities | — | 2 | ||||
Present Valuation discounts | 64 | — | ||||
Loss from impairment of development expense | — | — | ||||
Compensation cost related to stock options | — | 147 | ||||
Others | — | — | ||||
Sub-total | 6,852 | 3,092 | ||||
Income not involving cash receipts : | ||||||
Foreign currency translation gain | (318 | ) | (200 | ) | ||
Recapture of present value discount account | (77 | ) | 0 | |||
Gain on disposal and valuation of marketable securities | (18 | ) | (335 | ) | ||
Gain on disposal of tangible assets | (11,889 | ) | (10 | ) | ||
Valuation gain using equity method | 0 | (38 | ) | |||
Equity in gains of affiliate | (9,599 | ) | 0 | |||
Sub-total | (21,901 | ) | (583 | ) | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(In millions of Korean won)
| FY 2005 1Q | FY 2004 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
Changes in assets and liabilities related to operating activities : | ||||||
Accounts receivable - trade | (7,495 | ) | 1,070 | |||
Accounts receivable - other | (4,364 | ) | (686 | ) | ||
Accrued income | (90 | ) | (14 | ) | ||
Advance payments | (278 | ) | (1,367 | ) | ||
Prepaid expenses | 15 | 25 | ||||
Prepaid income tax | (48 | ) | (34 | ) | ||
Inventories | 5,454 | (5,957 | ) | |||
Accounts payable - trade | (3,018 | ) | 3,229 | |||
Accounts payable - other | 1,676 | 273 | ||||
Advance receipts from customers | (812 | ) | 566 | |||
Withholdings | 53 | 195 | ||||
Accrued expenses | 127 | (268 | ) | |||
Loss from construction warranty | — | — | ||||
Other current liabilities | — | — | ||||
Severance indemnity payments | (80 | ) | (108 | ) | ||
Sub-total | (8,860 | ) | (3,076 | ) | ||
| (5,998 | ) | (1,009 | ) | |||
CASH FLOWS FROM INVESTING ACTIVITIES : | ||||||
Cash in flows from investing activities: | ||||||
Decrease in short-term financial instruments | 14,002 | 3,144 | ||||
Decrease in short-term loans | 2 | 19 | ||||
Decrease in investment securities | — | 13,335 | ||||
Proceeds from disposal of long-term investment securities | 9,010 | 329 | ||||
Proceeds from disposal of investment securities | — | — | ||||
Decrease in long-term loans | 180 | 91 | ||||
Decrease in long-term account receivables | 2,040 | — | ||||
Decrease in guarantee deposits | — | — | ||||
Proceeds from disposal of property, plant and equipment | 35,028 | 44 | ||||
Decrease in long-term financial instruments | — | — | ||||
Increase in Long term guarantee deposits | 69 | 31 | ||||
| 60,331 | 16,993 |
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(In millions of Korean won)
| FY 2005 1Q | FY 2004 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
Cash out flows from investing activities: | ||||||
Increase in investment securities | 23,309 | 1,510 | ||||
Increase in short-term loans | 5 | 116 | ||||
Increase in long-term financial instruments | 2 | 2 | ||||
Acquisition of investment securities | — | 1,529 | ||||
Increase in long-term loans | — | 15 | ||||
Increase in guarantee deposits | 112 | 639 | ||||
Acquisition of property, plant and equipment | 406 | 239 | ||||
Increase in construction in-progress | 282 | — | ||||
Acquisition of other tangible assets | 290 | 550 | ||||
Acquisition of industrial rights | 206 | 107 | ||||
Increase in research and development cost | 2,358 | 631 | ||||
Decrease in guarantee deposits | 3,389 | — | ||||
Acquisition of trading securities | — | 12,148 | ||||
| 30,359 | 17,486 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES : | ||||||
Issuance of common shares | — | — | ||||
Increase in short-term borrowings | 13,132 | 2,009 | ||||
Increase in long-term borrowings | — | — | ||||
Decrease in treasury stock | — | — | ||||
Decrease in short-term borrowings | (19,959 | ) | (3,047 | ) | ||
Decrease in current maturities of long-term obligation | (2,238 | ) | — | |||
Issuance of Convertible Bond | — | — | ||||
Acquisition of treasury stock | — | — | ||||
Decrease in long-term borrowings | (5,131 | ) | — | |||
| (14,196 | ) | (1,038 | ) | |||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 9,778 | (2,540 | ) | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 14,636 | 19,727 | ||||
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 24,414 | 17,187 | ||||
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 16, 2005
| By | /s/ MiRi Chung | |
| Mi-Ri Chung | ||
| Mirae Corporation | ||
| Public Disclosure Representative | ||
| Of Investor Relations Team |
