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 [August], 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 August 16, 2005. Attached is English language version of the notice.
MIRAE CORPORATION ANNOUNCES
THE FIRST HALF RESULTS FOR FISCAL YEAR 2005
Seoul, Korea, August 16, 2005 - Mirae Corporation (Nasdaq: MRAE) today reports its operating and financial results for the six months ended June 30, 2005.
The Company reported total revenues of 41,271 million won for the first half of 2005, increased by 35.7 percent from total revenues of 30,408 million won for the first half of 2004. And, gross profit for the first half of 2005 was 9,606 million won increased by 25.7 percent from gross profit of 7,646 million won for the first half of 2004. Mirae accounted 1,045 million won of operating profit that improved its operating income by 174.1 percent or a turnaround from 1,411 million of operating loss for the first half of 2004. Moreover, Mirae recorded an ordinary income and net income in the first half of 2005 amounting to 12,600 million won, up 808.7 percent, respectively, or a turnaround from 1,778 million won of ordinary loss and net loss for the same period of 2004.
[Table 1.] Summary of Operating Results of FY 2005 1H vs. FY 2004 1H
(Unit: in million Korean won, %)
Category | FY 2005 1H | FY 2004 1H | % Change | Comment | |||||
Revenues | 41,271 | 30,408 | +35.7 | ||||||
Gross profit | 9,606 | 7,646 | +25.7 | ||||||
Operating income (loss) | 1,045 | (1,411 | ) | Turnover Operating profit | |||||
Ordinary income (loss) | 12,600 | (1,778 | ) | Turnover Ordinary profit | |||||
Net income (loss) | 12,600 | (1,778 | ) | Turnover Net profit |
Finally, positive news is in abundance for the capital equipment market. 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. Mirae believes the signal of improvement, especially through SMD placement system market in Asia.
[Table 2] Revenues Break Down by Region.
(Unit: %)
Region | FY 2005 1H | FY 2004 1H | ||
Asia | 18.9 | 19.7 | ||
Europe | 7.1 | 9.4 | ||
US | 9.1 | 13.8 | ||
Overseas Total | 35.1 | 42.9 | ||
Domestic | 64.9 | 57.1 | ||
Total | 100.0 | 100.0 |
Each division fully portrays its figures for the first half of 2005 as follows. Assembly and Test Equipment Division (former Semiconductor Equipment Division) distributed sales of 21,940 million won, or 30.5 percent increase, for the first half of 2005 from 16,815 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 this year. SMD Placement System Division (SMT) generated revenues of 18,431 million won for the first half of 2005, increased by 52.0 percent from 12,123 million won for the first half of 2004. Sales portion by Assembly and Test Equipment Division, SMD placement systems Division and Other Division are 53.2 percent, 44.6 percent and 2.2 percent, respectively, for the first half of 2005.
[Table 3] Revenues Break Down by Division
(Unit: in million Korean won)
Division | FY 2005 1H | FY 2004 1H | % Change | |||
SE Division | 21,940 | 16,815 | +30.5 | |||
SMT Division | 18,431 | 12,123 | +52.0 | |||
Other | 899 | 1,470 | -38.8 | |||
Total | 41,271 | 30,408 | +35.7 |
Highlights of FY 2005 1H
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
May 25, 2005
| • | Provision of collateral for CyberBank Corporation |
Accumulated amount of collateral in the current fiscal year (KRW): 15,000,000,000
June 22, 2005
| • | Disaffiliation of affiliated company, Mirae America Inc. |
June 29, 2005
| • | Product and service transaction with CyberBank Corporation |
Transaction amount (KRW): 2,231,502,888
July 4, 2005
| • | Equity Investment in Mirae Online Co., Ltd. |
Investment Amount (KRW): 2,000,000,000
Object of Investment: 400,000 of Common Stocks
July 4, 2005
| • | Disposal of treasury stock |
Purpose of disposal: To pay bonus to employees
Number of Shares to be disposed: 666,800 Common Shares
July 4, 2005
| • | Product and service transaction with CyberBank Corporation by means of Original Equipment Manufacturing |
Transaction amount (KRW): 4,928,000,000
| • | Product and service transaction with CyberBank Corporation |
Transaction amount (KRW): 3,346,500,000
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 half 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
JUNE 30, 2005
DECEMBER 31, 2004
(In millions of Korean won)
| FY 2005 1H | FY 2004 | |||
| (Unaudited) | (Audited) | |||
ASSETS | ||||
CURRENT ASSETS : | ||||
Cash and cash equivalents | 13,417 | 14,636 | ||
Short-term financial instruments | 45,989 | 33,682 | ||
Marketable securities | 200 | 148 | ||
Accounts receivable - trade, net | 33,282 | 26,203 | ||
Short-term loan | 848 | 88 | ||
Accounts receivable - other | 5,161 | 3,750 | ||
Inventories | 21,178 | 25,998 | ||
Accrued interest income | 544 | 478 | ||
Advance payments and others | 5,127 | 686 | ||
Prepaid income taxes | 127 | 149 | ||
Total Current Assets | 125,873 | 105,818 | ||
NON-CURRENT ASSETS : | ||||
Property, plant and equipment - net | 46,181 | 74,472 | ||
Intangible assets - net | 13,390 | 8,326 | ||
Investment securities | 4,582 | 14,988 | ||
Long-term and restricted bank deposits | 662 | 659 | ||
Guarantee deposits, net | 4,731 | 4,552 | ||
Long-term receivables | 1,839 | 3,109 | ||
Long-term loans and other | 1,515 | 1,824 | ||
Total Non-Current Assets | 72,900 | 107,930 | ||
TOTAL ASSETS | 198,773 | 213,748 | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED BALANCE SHEETS UNDER KOREAN GAAP
JUNE 30, 2005
DECEMBER 31, 2004
(In millions of Korean won)
| FY 2005 1H | FY 2004 | |||||
| (Unaudited) | (Audited) | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
CURRENT LIABILITIES : | ||||||
Accounts payable - trade | 10,726 | 9,345 | ||||
Short-term borrowings | 26,409 | 35,796 | ||||
Accounts payable - other | 1,578 | 1,707 | ||||
Advance receipts from customers | 441 | 1,207 | ||||
Withholdings | 165 | 279 | ||||
Accrued expenses and other | 1,602 | 1,810 | ||||
Short-term guarantee deposits received | 93 | 183 | ||||
Current long-term liability | — | 2,237 | ||||
Forward on Foreign Currency | 11 | — | ||||
Allowance for guarantee deposited and others | 18,736 | 15,810 | ||||
Total Current Liabilities | 59,761 | 68,374 | ||||
LONG-TERM LIABILITIES : | ||||||
Long-term borrowings | 5,108 | 10,238 | ||||
Convertible Bond | 3,104 | 3,009 | ||||
Long-term guarantee deposits received | 111 | 3,381 | ||||
Accrued severance indemnities, net | 2,122 | 2,429 | ||||
Total Long-term Liabilities | 10,445 | 19,057 | ||||
Total Liabilities | 70,206 | 87,431 | ||||
SHAREHOLDERS’ EQUITY : | ||||||
Capital stock | ||||||
Common stock - par value (Won)100 per share; issued and outstanding 179 million shares as of June 30, 2005 and 2004, respectively | 17,919 | 17,919 | ||||
Capital surplus : | ||||||
Additional paid-in capital | 129,884 | 129,884 | ||||
Other Capital Surplus | 82 | — | ||||
Retained earnings (Accumulated deficit) : | ||||||
Unappropriated | (17,046 | ) | (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 | 1,592 | 1,515 | ||||
Valuation profit from investment securities | 1,319 | — | ||||
Total Shareholders’ Equity | 128,567 | 126,317 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 198,773 | 213,748 | ||||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF OPERATIONS UNDER KOREAN GAAP
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(In millions of Korean won, except per share data)
Category | 2005 2Q | 2005 1H | 2004 2Q | 2004 1H | |||||||
REVENUES | 20,555 | 41,271 | 15,752 | 30,408 | |||||||
COST OF SALES | 16,003 | 31,665 | 12,133 | 22,762 | |||||||
GROSS PROFIT | 4,552 | 9,606 | 3,619 | 7,646 | |||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 4,168 | 8,561 | 4,608 | 9,057 | |||||||
OPERATING INCOME (LOSS) | 384 | 1,045 | (989 | ) | (1,411 | ) | |||||
OTHER INCOMES: | 1,129 | 24,343 | 1,377 | 2,355 | |||||||
OTHER EXPENSES: | 6,825 | 12,789 | 1,724 | 2,721 | |||||||
ORDINARY PROFIT (LOSS) | (5,311 | ) | 12,600 | (1,336 | ) | (1,778 | ) | ||||
INCOME TAX EXPENSE (BENEFIT) | — | — | — | — | |||||||
NET INCOME (LOSS) | (5,311 | ) | 12,600 | (1,336 | ) | (1,778 | ) | ||||
NET INCOME (LOSS) PER SHARE (In Korean won) | (30 | ) | 71 | (7 | ) | (10 | ) |
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(In millions of Korean won)
Category | 2005 2Q | 2005 1H | 2004 2Q | 2004 1H | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES : | (1,960 | ) | (7,958 | ) | (5,050 | ) | (6,060 | ) | ||||
Net income (loss) | (5,311 | ) | 12,600 | (1,336 | ) | (1,778 | ) | |||||
Expenses not involving cash payments : | ||||||||||||
Provision for severance indemnities | 35 | 512 | 285 | 890 | ||||||||
Allowance for bad debts | 5,778 | 6,123 | 603 | 1,401 | ||||||||
Depreciation and amortization | 1,085 | 2,192 | 1,006 | 1,936 | ||||||||
Loss from depreciation of intangible assets | 394 | 478 | 107 | 208 | ||||||||
Compensation cost related to stock options | 159 | 159 | 216 | 363 | ||||||||
Expense from A/S | 339 | 835 | 0 | 0 | ||||||||
Loss from valuation of securities | 2 | 2 | 173 | 2 | ||||||||
Loss on disposition and valuation of Investment securities | 0 | 0 | 3 | 3 | ||||||||
Loss on disposition of short-term securities | 0 | 0 | 161 | 162 | ||||||||
Loss from foreign currency translation | 0 | 113 | 0 | 450 | ||||||||
Cost of interest | 31 | 95 | 0 | 0 | ||||||||
Loss on valuation of Forward on Foreign Currency | 11 | 11 | 0 | 0 | ||||||||
Loss from disposal of tangible asset | 0 | 4,723 | 0 | 0 | ||||||||
Equity in losses of affiliate | 622 | 622 | 0 | 0 | ||||||||
Others | 0 | 0 | 186 | 186 | ||||||||
Sub total | 8,456 | 15,865 | 2,740 | 5,601 | ||||||||
Income not involving cash receipts : | ||||||||||||
Recapture of present value discount account | 29 | 106 | 133 | 133 | ||||||||
Gain on disposal and valuation of marketable securities | 36 | 54 | 350 | 471 | ||||||||
Gain on disposition of investment securities | 0 | 9,599 | 0 | 0 | ||||||||
Gains on foreign exchange | 161 | 592 | 161 | 293 | ||||||||
Valuation gain using equity method | 0 | 0 | 36 | 74 | ||||||||
Gains on disposal of tangible assets | 0 | 11,889 | 0 | 9 | ||||||||
Gains on Valuation of Foreign Exchange Forward Contracts | 0 | 0 | 90 | 90 | ||||||||
Sub total | (226 | ) | (22,240 | ) | (770 | ) | (1,070 | ) | ||||
Changes in assets and liabilities related to operating activities: | ||||||||||||
Accounts receivable - trade | (524 | ) | (8,018 | ) | (6,308 | ) | (5,291 | ) | ||||
Accounts receivable - others | (1,052 | ) | (5,529 | ) | 237 | (450 | ) | |||||
Accrued income | 25 | (66 | ) | (71 | ) | (85 | ) | |||||
Advance payment | (3,724 | ) | (4,003 | ) | 2,824 | 1,457 | ||||||
Prepaid expenses | 18 | 33 | (35 | ) | (9 | ) | ||||||
Prepaid income tax | 70 | 22 | 239 | 205 | ||||||||
Inventories | (631 | ) | 4,823 | (595 | ) | (6,552 | ) | |||||
Accounts payable - trade | 4,405 | 1,387 | (1,355 | ) | 1,874 | |||||||
Accounts payable - other | (1,721 | ) | (376 | ) | (287 | ) | (14 | ) | ||||
Advance receipts from customers | 46 | (766 | ) | (29 | ) | 537 | ||||||
Withholdings | (167 | ) | (114 | ) | (18 | ) | 177 | |||||
Accrued expenses | (335 | ) | (208 | ) | 191 | (77 | ) | |||||
Loss from construction warranty | (548 | ) | (548 | ) | 0 | 0 | ||||||
Unearned income | 0 | 0 | 0 | 0 | ||||||||
Other current liabilities | 0 | 0 | 0 | 0 | ||||||||
Severance indemnity payments | (740 | ) | (819 | ) | (477 | ) | (585 | ) | ||||
Sub total | (4,878 | ) | (14,182 | ) | (5,684 | ) | (8,813 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES : | ||||||||||||
Cash in flows from investing activities: | ||||||||||||
Decrease in short-term financial instruments | 10,780 | 24,782 | 0 | 0 | ||||||||
Decrease in investment securities | 0 | 0 | 18,810 | 19,995 | ||||||||
Decrease in long-term financial instruments | 0 | 0 | 0 | 0 | ||||||||
Decrease in short-term loans | 0 | 2 | 0 | 0 | ||||||||
Proceeds from disposal of investment securities by equity method | 0 | 9,010 | 0 | 0 | ||||||||
Decrease in guarantee deposits | 68 | 68 | 391 | 391 | ||||||||
Decrease in long-term account receivables | 0 | 2,040 | 0 | 0 | ||||||||
Decrease in long-term loans | 129 | 308 | 246 | 337 | ||||||||
Proceeds from disposal of property, plants and equipment | 0 | 35,029 | 24 | 68 | ||||||||
Increase in long-term guarantee deposits | 39 | 108 | 80 | 111 | ||||||||
Sub total | 11,016 | 71,347 | 19,551 | 20,902 | ||||||||
Cash out flows from investing activities: | ||||||||||||
Increase in long-term financial instruments | 2 | 4 | 3 | 5 | ||||||||
Increase in investment securities | 13,780 | 37,089 | 9,890 | 8,254 | ||||||||
Acquisition of investment securities by equity method | 0 | 0 | 0 | 1,200 | ||||||||
Increase in guarantee deposits | 134 | 246 | 865 | 1,504 | ||||||||
Increase in short-term loans | 398 | 404 | 3 | 100 | ||||||||
Increase in long-term loans | 0 | 0 | 138 | 153 | ||||||||
Acquisition of property, plant and equipment | 288 | 694 | 767 | 1,006 | ||||||||
Acquisition of other tangible assets | 57 | 346 | 297 | 847 | ||||||||
Increase in construction in-progress | 726 | 1,008 | 3,240 | 3,240 | ||||||||
Acquisition of industrial rights | 475 | 682 | 164 | 270 | ||||||||
Increase in research and development costs | 2,134 | 4,492 | 1,795 | 2,427 | ||||||||
Decrease in guarantee deposits | 79 | 3,467 | 272 | 272 | ||||||||
Sub total | (18,073 | ) | (48,432 | ) | (17,434 | ) | (19,278 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES : | ||||||||||||
Cash in flows from financing activities: | ||||||||||||
Increase in short-term loans | 7,343 | 20,475 | 1,730 | 692 | ||||||||
Increase in long-term loans | 0 | 0 | 3,500 | 3,500 | ||||||||
Sub total | 7,343 | 20,475 | 5,230 | 4,192 | ||||||||
Cash out flows from financing activities: | ||||||||||||
Decrease in short-term borrowings | 9,323 | 29,283 | 0 | 0 | ||||||||
Decrease in current maturities of long-term liabilities | 0 | 2,237 | 596 | 596 | ||||||||
Decrease in long-term borrowings | 0 | 5,132 | 0 | 0 | ||||||||
Sub total | (9,323 | ) | (36,652 | ) | (596 | ) | (596 | ) | ||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (10,997 | ) | (1,219 | ) | 1,701 | (839 | ) | |||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 24,414 | 14,636 | �� | 17,187 | 19,727 | |||||||
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 13,417 | 13,417 | 18,888 | 18,888 |
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: August 16, 2005
| By | /s/ MiRi Chung | |
| Mi-Ri Chung | ||
| Mirae Corporation | ||
| Public Disclosure Representative | ||
| Of Investor Relations Team |
