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], 2006
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 14, 2006. Attached is English language version of the notice.
MIRAE CORPORATION ANNOUNCES
THE FIRST HALF RESULTS FOR FISICAL YEAR 2006
Seoul, Korea, August 16, 2006 - Mirae Corporation (Nasdaq: MRAE) today reports its operating and financial results for the six months ended June 30, 2006
The Company reported total revenues of 48,466 million won for the first half of 2006, increased by 17.4 percent from total revenues of 41,271 million won for the first half of 2005. And, gross profit for the first half of 2006 was 5,949 million won decreased by 38.1 percent from gross profit of 9,606 million won for the first half of 2005. Mirae accounted 3,357 million won of operating loss that deteriorated its operating income by 421.2 percent or turnaround from 1,045 million won of operating profit for the first half of 2005. Moreover, Mirae accounted 4,811 million won of ordinary loss and net loss, respectively, for the first half of 2006; whereas, ordinary profit and net profit of 12,600 million won for the first half of 2005.
[Table 1.] Summary of Operating Results of FY 2006 1H vs. FY 2005 1H
(Unit: in million Korean won, %)
Category | FY 2006 1H | FY 2005 1H | % Change | Comment | |||||
Revenues | 48,466 | 41,271 | +17.4 | ||||||
Operating income (loss) | (3,357 | ) | 1,045 | Turnover Operating Loss | |||||
Ordinary income (loss) | (4,811 | ) | 12,600 | Turnover Ordinary Loss | |||||
Net income (loss) | (4,811 | ) | 12,600 | Turnover Net Loss |
Mirae Corporation emphasized on the global network reinforcement that facilitated its global market development as well as existing market penetration. By doing so, the Company’s overseas sales for the first half of 2006 reached 38.33 percent of the total revenue due to new customer development. Especially, Assembly and Test Equipment Division (former Semiconductor Equipment Division) account for 71.3 percent of the total revenue, whereas, SMD Placement System Division account for 15.9 percent of the total revenue.
[Table 2] Revenues Break Down by Region.
(Unit: %)
Region | FY 2006 1H | FY 2005 1H | ||
Asia | 11.81 | 18.87 | ||
Europe | 4.91 | 7.11 | ||
US | 21.61 | 9.06 | ||
Overseas Total | 38.33 | 35.04 | ||
Domestic | 61.67 | 64.96 | ||
Total | 100.0 | 100.0 |
Each division fully portrays its figures for the first half of 2006 as follows. Assembly and Test Equipment Division (former Semiconductor Equipment Division) distributed sales of 34,547 million won, or 57.5 percent increase, for the first half of 2006 from 21,940 million won for the first half of 2005. Our ATE sales are increased for the first half of 2006 compare to 2005 strongly, and also the semiconductor equipment industry is expected to grow continuously in 2006; and we hope that our ATE sales show its growth accordingly. However, SMD Placement System Division (SMT) generated revenues of 7,716 million won for the first half of 2006, decreased by 58.5 percent from 18,596 million won for the first half of 2005 due to the recession of SMD Placement Market. Sales portion by Automated Test Equipment Division, SMD placement systems Division and Other Division are 71.3 percent, 15.9 percent and 12.8 percent, respectively, for the first half of 2006.
[Table 3] Revenues Break Down by Division
(Unit: in million Korean won)
Division | FY 2006 1H | FY 2005 1H | % Change | |||
ATE Division | 34,547 | 21,940 | +57.5 | |||
SMT Division | 7,716 | 18,596 | - 58.5 | |||
Other | 6,203 | 735 | +743.9 | |||
Total | 48,466 | 41,271 | +17.4 |
Highlights of FY 2006
January 11, 2006
| • | Mirae Corporation filed a third amended annual report on Form 20-F, for the fiscal year ended December 31, 2004, as filed with the U.S Securities and Exchange Commission on June 30, 2005 and as amended on July 28, 2005 and November 30, 2005, in order to set forth in Item 15, disclosure regarding our controls and procedures in response to comments received from the United States Securities and Exchange Commission. |
January 31, 2006
| • | Product and service transaction with CyberBank Corporation |
Transaction amount (KRW): 3,422,160,000
February 24, 2006
| • | Decision on Calling Annual Shareholders’ Meeting |
Date: March 17, 2006
The agenda for the 15th Annual Shareholders’ Meeting.
A. Report
1) Report on business and Audit Results
2) Election of outside auditor
B. Agenda
1) Approval of Balance sheet, Income statement and Statement of loss disposition for the fiscal year 2005.
2) Partial amendment to articles of incorporation.
3) Appointment of New outside directors who become members of audit committee
4) Election of directors
5) Approval of the ceiling amount of the Remuneration for Directors
6) Partial amendment to retirement allowance regulation of directors
February 24, 2006
| • | Appointed Deloitte Anjin as the Company’s Outside Auditor |
March 9, 2006
| • | Product and service transaction with CyberBank Corporation |
Transaction amount (KRW): 1,485,000,000
March 17, 2006
| • | Result of the 15th Annual Shareholders’ Meeting |
1) Approval of Balance Sheet, Income Statement and Statement of loss disposition for the fiscal year 2005
® Resolved as proposed
2) Partial amendment to articles of Incorporation
® Resolved as proposed
3) Appointment of New Outside Directors who become members of audit committee
® Resolved as proposed
4) Election of directors
® Resolved as proposed
5) Approval of the ceiling amount of remuneration for directors
® Resolved as proposed
6) Partial amendment to retirement allowance regulation of directors
® Resolved as proposed
April 24, 2006
| • | Product and service transaction with CyberBank Corporation |
Transaction amount (KRW): 3,493,815,000
June 9, 2006
| • | We received a demand for payment of Won 2,284 million (US$2,261 thousand) from the acquirer of our interest in SoftForum. Under the agreement of transfer of management rights and shares entered into with such acquirer, we agreed that in the event the acquirer could not recover at least 70% of the trade accounts receivable of SoftForum outstanding on the date of consummation for the transaction within 12 months of December 31, 2004, we would pay the shortfall amount. The acquirer failed to collect trade accounts receivable over 70% as of December 31, 2005. |
July 24, 2006
| • | Product and service transaction with CyberBank Corporation |
Transaction amount (KRW): 1,122,000,000
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 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
JUNE 30, 2006
DECEMBER 31, 2005
(In millions of Korean won)
| FY 2006 1H | FY 2005 | |||
| (Unaudited) | (Audited) | |||
ASSETS | ||||
CURRENT ASSETS : | ||||
Cash and cash equivalents | 6,763 | 7,143 | ||
Short-term financial instruments | 45,994 | 46,828 | ||
Marketable securities | 320 | 295 | ||
Accounts receivable - trade, net | 27,614 | 43,553 | ||
Short-term loan | 842 | 707 | ||
Accounts receivable - other | 7,718 | 9,062 | ||
Inventories | 17,757 | 23,999 | ||
Accrued interest income | 805 | 896 | ||
Advance payments and others | 14,496 | 9,377 | ||
Prepaid income taxes | 162 | 207 | ||
Total Current Assets | 122,471 | 142,067 | ||
NON-CURRENT ASSETS : | ||||
Property, plant and equipment - net | 43,238 | 46,061 | ||
Intangible assets - net | 19,896 | 16,700 | ||
Investment securities | 6,141 | 6,800 | ||
Long-term and restricted bank deposits | 670 | 666 | ||
Guarantee deposits, net | 4,839 | 4,764 | ||
Long-term receivables | 1,634 | 1,634 | ||
Long-term loans and other | 685 | 962 | ||
Total Non-Current Assets | 77,103 | 77,587 | ||
TOTAL ASSETS | 199,574 | 219,654 | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED BALANCE SHEETS UNDER KOREAN GAAP
JUNE 30, 2006
DECEMBER 31, 2005
(In millions of Korean won)
| FY 2006 1H | FY 2005 | |||||
| (Unaudited) | (Audited) | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
CURRENT LIABILITIES : | ||||||
Accounts payable – trade | 6,427 | 18,272 | ||||
Short-term borrowings | 39,160 | 39,717 | ||||
Accounts payable – other | 1,302 | 1,307 | ||||
Advance receipts from customers | 83 | 111 | ||||
Withholdings | 209 | 173 | ||||
Accrued expenses and other | 1,571 | 1,449 | ||||
Short-term guarantee deposits received | 26 | 15 | ||||
Current long-term liability | 1,181 | 624 | ||||
Allowance for guarantee deposited and others | 25,085 | 26,562 | ||||
Total Current Liabilities | 75,044 | 88,230 | ||||
LONG-TERM LIABILITIES : | ||||||
Long-term borrowings | 4,717 | 5,598 | ||||
Long-term guarantee deposits received | 15 | 123 | ||||
Accrued severance indemnities, net | 1,925 | 2,136 | ||||
Deffered tax liabilities | 349 | 705 | ||||
Total Long-term Liabilities | 7,006 | 8,562 | ||||
Total Liabilities | 82,050 | 96,792 | ||||
SHAREHOLDERS’ EQUITY : | ||||||
Capital stock | ||||||
Common stock - par value (Won)100 per share; issued and outstanding 183 million shares as of June 30,2006 and December 31 2005 | 18,387 | 18,387 | ||||
Capital surplus : | ||||||
Additional paid-in capital | 132,616 | 132,616 | ||||
Other Capital Surplus | 192 | 192 | ||||
Retained earnings (Accumulated deficit) : | ||||||
Unappropriated | (31,893 | ) | (27,082 | ) | ||
Capital adjustments : | ||||||
Treasury stock | (2,379 | ) | (2,379 | ) | ||
Gain on valuation of investment securities | 920 | 1,860 | ||||
Negative capital variation of equity method | (617 | ) | (950 | ) | ||
Loss on disposition of treasury stock | (1,445 | ) | (1,445 | ) | ||
Additional paid-in capital - employee stock options | 1,743 | 1,663 | ||||
Total Shareholders’ Equity | 117,524 | 122,862 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 199,574 | 219,654 | ||||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF OPERATIONS UNDER KOREAN GAAP
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(In millions of Korean won, except per share data)
Category | 2006 2Q | 2006 1H | 2005 2Q | 2005 1H | |||||||
REVENUES | 17,200 | 48,466 | 20,555 | 41,271 | |||||||
COST OF SALES | 16,392 | 42,517 | 16,003 | 31,665 | |||||||
GROSS PROFIT | 808 | 5,949 | 4,552 | 9,606 | |||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 4,444 | 9,306 | 4,168 | 8,561 | |||||||
OPERATING INCOME (LOSS) | (3,637 | ) | (3,357 | ) | 384 | 1,045 | |||||
OTHER INCOMES: | 1,350 | 2,433 | 1,129 | 24,343 | |||||||
OTHER EXPENSES: | 1,868 | 3,887 | 6,825 | 12,789 | |||||||
ORDINARY PROFIT (LOSS) | (4,154 | ) | (4,811 | ) | (5,311 | ) | 12,600 | ||||
INCOME TAX EXPENSE (BENEFIT) | — | — | — | — | |||||||
NET INCOME(LOSS) | (4,154 | ) | (4,811 | ) | (5,311 | ) | 12,600 | ||||
NET INCOME(LOSS) PER SHARE (In Korean won) | (23 | ) | (26 | ) | (30 | ) | 71 |
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(In millions of Korean won)
Category | 2006 2Q | 2006 1H | 2005 2Q | 2005 1H | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES : | 8,521 | 5,095 | (1,960 | ) | (7,958 | ) | ||||||
Net income (loss) | (4,154 | ) | (4,811 | ) | (5,311 | ) | 12,600 | |||||
Expenses not involving cash payments : | ||||||||||||
Provision for severance indemnities | 216 | 422 | 35 | 512 | ||||||||
Allowance for bad debts | 247 | 315 | 5,778 | 6,123 | ||||||||
Depreciation and amortization | 969 | 1,893 | 1,085 | 2,192 | ||||||||
Loss from depreciation of intangible assets | 358 | 710 | 394 | 478 | ||||||||
Compensation cost related to stock options | 0 | 80 | 159 | 159 | ||||||||
Expense from A/S | 253 | 490 | 339 | 835 | ||||||||
Loss from valuation of trading securities | 0 | 1 | 2 | 2 | ||||||||
Loss from foreign currency translation | 175 | 702 | 0 | 113 | ||||||||
Cost of interest | 0 | 0 | 31 | 95 | ||||||||
Loss on valuation of Forward on Foreign Currency | 0 | 0 | 11 | 11 | ||||||||
Loss from disposal of tangible asset | 1 | 1 | 0 | 4,723 | ||||||||
Equity in losses of affiliate | 141 | 201 | 622 | 622 | ||||||||
Others | 29 | 29 | 0 | 0 | ||||||||
Sub total | 2,389 | 4,844 | 8,456 | 15,865 | ||||||||
Income not involving cash receipts : | ||||||||||||
Recapture of present value discount account | 94 | 174 | 29 | 106 | ||||||||
Gain on disposal and valuation of marketable securities | 25 | 26 | 36 | 54 | ||||||||
Gain on disposition of investment securities | 0 | 0 | 0 | 9,599 | ||||||||
Gains on foreign exchange | 0 | 385 | 161 | 592 | ||||||||
Reversal of allowance for bad debts | 246 | 227 | 0 | 0 | ||||||||
Gains on disposal of tangible assets | 0 | 0 | 0 | 11,889 | ||||||||
Gains on Valution of Foreign Exchange Forward Contracts | 0 | 0 | 0 | 0 | ||||||||
Sub total | (365 | ) | (812 | ) | (226 | ) | (22,240 | ) | ||||
Changes in assets and liabilities related to operating activities: | ||||||||||||
Accounts receivable - trade | 20,341 | 15,780 | (524 | ) | (8,018 | ) | ||||||
Accounts receivable - others | 374 | 1,262 | (1,052 | ) | (5,529 | ) | ||||||
Accrued income | (231 | ) | 91 | 25 | (66 | ) | ||||||
Advance payment | 1,550 | (3,252 | ) | (3,724 | ) | (4,003 | ) | |||||
Prepaid expenses | 11 | 5 | 18 | 33 | ||||||||
Prepaid income tax | 164 | 45 | 70 | 22 | ||||||||
Inventories | 4,500 | 6,326 | (631 | ) | 4,823 | |||||||
Accounts payable - trade | (12,950 | ) | (11,846 | ) | 4,405 | 1,387 | ||||||
Accounts payable - other | (296 | ) | (4 | ) | (1,721 | ) | (376 | ) | ||||
Advance receipts from customers | (117 | ) | (28 | ) | 46 | (766 | ) | |||||
Withholdings | (111 | ) | 36 | (167 | ) | (114 | ) | |||||
Accrued expenses | (103 | ) | 123 | (335 | ) | (208 | ) | |||||
Allowance for warranty payment | (493 | ) | (493 | ) | (548 | ) | (548 | ) | ||||
Allowance for guarantee deposits payment | (1,538 | ) | (1,538 | ) | 0 | 0 | ||||||
Severance indemnity payments | (450 | ) | (632 | ) | (740 | ) | (819 | ) | ||||
Sub total | 10,651 | 5,875 | (4,878 | ) | (14,182 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES : | ||||||||||||
Cash in flows from investing activities: | ||||||||||||
Decrease in short-term financial instruments | 0 | 17,869 | 10,780 | 24,782 | ||||||||
Disposal of trading securities | 4,000 | 4,000 | 0 | 0 | ||||||||
Decrease in long-term financial instruments | 0 | 1 | 0 | 0 | ||||||||
Decrease in short-term loans | 0 | 0 | 0 | 2 | ||||||||
Proceeds from disposal of investment securities by equity method | 0 | 0 | 0 | 9,010 | ||||||||
Decrease in guarantee deposits | 67 | 192 | 68 | 68 | ||||||||
Decrease in long-term account receivables | 0 | 0 | 0 | 2,040 | ||||||||
Decrease in long-term loans | 132 | 278 | 129 | 308 | ||||||||
Proceeds from disposal of property, plants and equipment | 1 | 1 | 0 | 35,029 | ||||||||
Increase in long-term guarantee deposits | 7 | 7 | 39 | 108 | ||||||||
Sub total | 4,207 | 22,348 | 11,016 | 71,347 | ||||||||
Cash out flows from investing activities: | ||||||||||||
Increase in long-term financial instruments | 3 | 5 | 2 | 4 | ||||||||
Increase in short-term financial instruments | 0 | 17,035 | 13,780 | 37,089 | ||||||||
Acquisition of trading securities | 4,000 | 4,000 | ||||||||||
Acquisition of available-for-sale securities | 0 | 507 | ||||||||||
Acquisition of investment securities by equity method | 0 | 0 | 0 | 0 | ||||||||
Increase in guarantee deposits | 101 | 267 | 134 | 246 | ||||||||
Increase in short-term loans | 139 | 140 | 398 | 404 | ||||||||
Increase in long-term loans | 0 | 0 | 0 | 0 | ||||||||
Acquisition of property, plant and equipment | 107 | 252 | 288 | 694 | ||||||||
Acquisition of other tangible assets | 157 | 500 | 57 | 346 | ||||||||
Increase in construction in-progress | 92 | 453 | 726 | 1,008 | ||||||||
Acquisition of industrial rights | 116 | 272 | 475 | 682 | ||||||||
Increase in research and development costs | 1,861 | 3,634 | 2,134 | 4,492 | ||||||||
Decrease in guarantee deposits | 104 | 104 | 79 | 3,467 | ||||||||
Sub total | (6,680 | ) | (27,169 | ) | (18,073 | ) | (48,432 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES : | ||||||||||||
Cash in flows from financing activities: | ||||||||||||
Increase in short-term loans | 29,169 | 33,606 | 7,343 | 20,475 | ||||||||
Increase in long-term loans | 0 | 0 | 0 | 0 | ||||||||
Sub total | 29,169 | 33,606 | 7,343 | 20,475 | ||||||||
Cash out flows from financing activities: | ||||||||||||
Decrease in short-term borrowings | 29,861 | 34,261 | 9,323 | 29,283 | ||||||||
Decrease in current maturities of long-term liabilities | 0 | 0 | 0 | 2,237 | ||||||||
Decrease in long-term borrowings | 0 | 0 | 0 | 5,132 | ||||||||
Sub total | 29,861 | 34,261 | (9,323 | ) | (36,652 | ) | ||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 5,356 | (380 | ) | (10,997 | ) | (1,219 | ) | |||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 1,407 | 7,143 | 24,414 | 14,636 | ||||||||
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 6,763 | 6,763 | 13,417 | 13,417 |
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, 2006
| By | /s/ Gi-Hoon Joung | |
| Gi-Hoon Joung | ||
| Mirae Corporation | ||
| Director of Accounting Team and | ||
| Acting CFO |
