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], 2007
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 15, 2007. Attached is English language version of the notice.
MIRAE CORPORATION ANNOUNCES
THE FIRST QUARTER RESULTS FOR FISICAL YEAR 2007
Seoul, Korea, May 15, 2007 - Mirae Corporation (Nasdaq: MRAE) today reports its operating and financial results for the three months ended March 31, 2007
The Company reported total revenues of 23,434 million won for the first quarter of 2007, decreased by 25 percent from total revenues of 31,266 million won for the first quarter of 2006. And, gross profit for the first quarter of 2007 was 4,195 million won decreased by 18.4 percent from gross profit of 5,141 million won for the first quarter of 2006. Mirae accounted 242 million won of operating profit for the first quarter of 2007, decreased by 7.3 percent from operating profit of 261 million won for the first quarter of 2006. Moreover, Mirae accounted 642 million won of ordinary profit and net profit, respectively, for the first quarter of 2007; whereas, ordinary loss and net loss of 324 million won for the first quarter of 2006.
[Table 1.] Summary of Operating Results of FY 2007 1Q vs. FY 2006 1Q
(Unit: in million Korean won, %)
Category | FY 2007 1Q | FY 2006 1Q | % Change | Comment | ||||||
Revenues | 23,434 | 31,266 | -25 | % | ||||||
Operating income (loss) | 242 | 261 | -7.3 | % | ||||||
Ordinary income (loss) | 642 | (324 | ) | Turnover Ordinary Profit | ||||||
Net income (loss) | 642 | (324 | ) | Turnover Net Profit |
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 quarter of 2007 reached 63.54 percent of the total revenue due to new customer development. Especially, Assembly and Test Equipment Division (former Semiconductor Equipment Division) account for 83.2 percent of the total revenue.
[Table 2] Revenues Break Down by Region.
(Unit: %)
Region | FY 2007 1Q | FY 2006 1Q | ||
Asia | 34.13 | 8.48 | ||
Europe | 3.64 | 3.13 |
US | 25.77 | 30.36 | ||
Overseas Total | 63.54 | 41.97 | ||
Domestic | 36.46 | 58.03 | ||
Total | 100.0 | 100.0 |
Each division fully portrays its figures for the first quarter of 2007 as follows. Assembly and Test Equipment Division (former Semiconductor Equipment Division) distributed sales of 19,492 million won, or 13.2 percent decrease, for the first quarter of 2007 from 22,452 million won for the first quarter of 2006. However, SMD Placement System Division (SMT) generated revenues of 3,871 million won for the first quarter of 2007, decreased by 21.2 percent from 4,911 million won for the first quarter of 2006 due to the recession of SMD Placement Market. Sales portion by Automated Test Equipment Division, SMD placement systems Division and Other Division are 83.2 percent, 16.5 percent and 0.3 percent, respectively, for the first quarter of 2007.
[Table 3] Revenues Break Down by Division
(Unit: in million Korean won)
Division | FY 2007 1Q | FY 2006 1Q | % Change | ||||
ATE Division | 19,492 | 22,452 | -13.2 | % | |||
SMT Division | 3,871 | 4,911 | -21.2 | % | |||
Other | 71 | 3,903 | -98.2 | % | |||
Total | 23,434 | 31,266 | -25 | % |
Highlights of FY 2007
January 3, 2007
| • | Cyberbank Corporation creditor was reported to have made a decision in carrying out the right of pledge was collateralized deposit by Mirae Corporation. |
1.Summary
Mirae Corporation provided pledge our deposit as collateral to our affiliated company Cyberbank Corporation and the repayment of the borrowings is not made for the creditor Korea Development Bank by Cyberbank Corporation. As of January 3, 2007, Cyberbank Corporation creditor was reported to have made a decision in carrying out the right of pledge that collateralized deposit by Mirae Corporation. According to the contractual obligation with creditor, Mirae Corporation has to subrogate the debt of Cyberbank Corporation.
2.Mirae Corporation provided collateral of deposit in the total amount of Won 23,000 million for the repayment of borrowings. As of January 3, 2007, Mirae Corporation will have to subrogate the debt in the amount of Won 15,000 million (12.3% of Equity Capital) of Cyberbank Corporation due to the repayment of the borrowings was not made for the creditor.
January 9, 2007
| • | Decision on disposal of Equities of SOFTFORUM Co., Ltd. |
Number of Shares to be disposed: 230,810
Disposal Amount (KRW): 820,634,540
Number of Shares held after disposal: 0
January 16, 2007
| • | Decision on investment in SOFTFORUM Co., Ltd. |
Number of Shares to be acquired: 243,331
Acquisition Amount (KRW): 661,860,320
Number of Shares held after acquisition: 243,331
Purpose of Acquisition: Taking profit from general investment
February 12, 2007
| • | Decision on disposal of Equities of SOFTFORUM Co., Ltd. |
Number of Shares to be disposed: 243,331
Disposal Amount (KRW): 973,324,000
Number of Shares held after disposal: 0
March 5, 2007
| • | Decision on Calling Annual Shareholders’ Meeting |
Date: March 27, 2007
The agenda for the 16th Annual Shareholders’ Meeting.
A. Report
1) Report on business and Audit Results
B. Agenda
1) Approval of Balance sheet, Income statement and Statement of loss disposition for the fiscal year 2006.
2) Partial amendment to articles of incorporation.
3) Approval of the ceiling amount of the Remuneration for Directors
March 27, 2007
• | Result of the 16th Annual Shareholders’ Meeting |
1) Approval of Balance Sheet, Income Statement and Statement of loss disposition for the fiscal year 2006
® Resolved as proposed
2) Partial amendment to articles of Incorporation
® Resolved as proposed
3) Approval of the ceiling amount of remuneration for directors
® Resolved as proposed
April 27, 2007
| • | Cancellation of Stock Option Granted |
Number of Grantees cancelled: 44 employees
Number of Shares cancelled: 2,280,795 Common Shares
Total Stock Option Granted after this Cancellation: 3,833,255
May 14, 2007
| • | Decision on investment in Slim Disc Corporation |
Number of Shares to be acquired: 16,119
Acquisition Amount (KRW): 80,595,000
Number of Shares held after acquisition: 16,119
Number of Shareholding ration after acquisition: 23.03%
| • | Addition of Affiliated Company |
Name of Company: Slim Disc Corporation
Main Business: Development, Manufacture and Sale of multi media related product and disc.
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
MARCH 31, 2007
DECEMBER 31, 2006
(In millions of Korean won)
| FY 2007 1Q | FY 2006 | |||
| (Unaudited) | (Audited) | |||
ASSETS | ||||
CURRENT ASSETS : | ||||
Cash and cash equivalents | 4,604 | 3,875 | ||
Short-term financial instruments | 23,007 | 38,023 | ||
Marketable securities | 58 | 66 | ||
Accounts receivable - trade, net | 29,198 | 28,074 | ||
Short-term loan | 590 | 259 | ||
Accounts receivable - other | 7,281 | 7,065 | ||
Inventories | 17,589 | 15,014 | ||
Accrued interest income | 526 | 648 | ||
Advance payments and others | 3,142 | 2,743 | ||
Prepaid income taxes | 365 | 268 | ||
Total Current Assets | 86,360 | 96,035 | ||
NON-CURRENT ASSETS : | ||||
Property, plant and equipment - net | 40,964 | 41,629 | ||
Intangible assets - net | 14,900 | 15,650 | ||
Investment securities | 2,653 | 3,525 | ||
Long-term and restricted bank deposits | 675 | 673 | ||
Guarantee deposits, net | 5,092 | 5,127 | ||
Long-term receivables | 1,634 | 1,634 | ||
Long-term loans and other | 496 | 540 | ||
Total Non-Current Assets | 66,414 | 68,778 | ||
TOTAL ASSETS | 152,774 | 164,813 | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED BALANCE SHEETS UNDER KOREAN GAAP
MARCH 31, 2007
DECEMBER 31, 2006
(In millions of Korean won)
| FY 2007 1Q | FY 2006 | |||||
| (Unaudited) | (Audited) | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
CURRENT LIABILITIES : | ||||||
Accounts payable - trade | 11,372 | 7,890 | ||||
Short-term borrowings | 41,669 | 41,627 | ||||
Accounts payable - other | 1,178 | 1,333 | ||||
Advance receipts from customers | 104 | 1,978 | ||||
Withholdings | 141 | 164 | ||||
Accrued expenses and other | 3,709 | 2,166 | ||||
Short-term guarantee deposits received | 30 | 41 | ||||
Current long-term liability | 1,158 | 1,142 | ||||
Allowance for guarantee deposited and others | 1,378 | 16,378 | ||||
Total Current Liabilities | 60,739 | 72,719 | ||||
LONG-TERM LIABILITIES : | ||||||
Long-term borrowings | 3,749 | 3,995 | ||||
Long-term guarantee deposits received | 52 | — | ||||
Accrued severance indemnities, net | 1,793 | 1,774 | ||||
Deffered tax liabilities | — | 145 | ||||
Total Long-term Liabilities | 5,594 | 5,914 | ||||
Total Liabilities | 66,333 | 78,633 | ||||
SHAREHOLDERS’ EQUITY : | ||||||
Capital stock | ||||||
Common stock - par value (Won)100 per share; | ||||||
issued and outstanding 183 million shares as of March 31,2006 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 | (62,674 | ) | (63,316 | ) | ||
Capital adjustments : | ||||||
Treasury stock | (2,379 | ) | (2,379 | ) | ||
Gain on valuation of investment securities | — | 381 | ||||
Loss on dispositon of treasury stock | (1,445 | ) | (1,445 | ) | ||
Additional paid-in capital - employee stock options | 1,744 | 1,744 | ||||
Total Shareholders’ Equity | 86,441 | 86,180 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 152,774 | 164,813 | ||||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENT OF OPERATIONS UNDER KOREAN GAAP
THREE MONTHS ENDED MARCH 31, 2007 AND 2006
(In millions of Korean won, except per share data)
| FY 2007 1Q | FY 2006 1Q | ||||
| (Unaudited) | (Unaudited) | ||||
REVENUES | 23,434 | 31,266 | |||
COST OF SALES | 19,239 | 26,125 | |||
GROSS PROFIT | 4,195 | 5,141 | |||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 3,953 | 4,880 | |||
OPERATING INCOME (LOSS) | 242 | 261 | |||
OTHER INCOMES | 1,556 | 1,564 | |||
OTHER EXPENSES | 1,156 | 2,148 | |||
ORDINARY PROFIT (LOSS) | 642 | (324 | ) | ||
INCOME TAX EXPENSE (BENEFIT) | — | — | |||
NET INCOME(LOSS) | 642 | (324 | ) | ||
NET INCOME(LOSS) PER SHARE (In Korean won) | 4 | (2 | ) | ||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2007 AND 2006
(In millions of Korean won)
| FY 2007 1Q | FY 2006 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
CASH FLOWS FROM OPERATING ACTIVITIES : | ||||||
Net income (loss) | 642 | (324 | ) | |||
Expenses not involving cash payments : | ||||||
Provision for severance indemnities | 306 | 205 | ||||
Depreciation and amortization | 877 | 924 | ||||
Allowance for bad debts | 176 | 88 | ||||
Loss from depreciation of intangible assets | 860 | 351 | ||||
Foreign currency translation loss | 113 | 655 | ||||
Expense from A/S | 222 | 237 | ||||
Loss from disposal and valuation of investment securities | — | — | ||||
Equity in losses of affiliate | — | 61 | ||||
Loss on disposition of short-term securities | 8 | 2 | ||||
Loss from impairment of development expense | — | — | ||||
Compensation cost related to stock options | — | 80 | ||||
Others | — | — | ||||
Sub-total | 2,562 | 2,603 | ||||
Income not involving cash receipts : | ||||||
Foreign currency translation gain | (158 | ) | (546 | ) | ||
Recapture of present value discount account | 0 | (81 | ) | |||
Gain on disposal and valuation of marketable securities | 0 | (1 | ) | |||
Gain on disposal of available-for sale securities | (908 | ) | ||||
Gain on disposal of tangible assets | (23 | ) | 0 | |||
Equity in gains of affiliate | 0 | (333 | ) | |||
Sub-total | (1,089 | ) | (961 | ) | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2007 AND 2006
(In millions of Korean won)
| FY 2007 1Q | FY 2006 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
Changes in assets and liabilities related to operating activities : | ||||||
Accounts receivable - trade | (1,151 | ) | (4,527 | ) | ||
Accounts receivable - other | (204 | ) | 888 | |||
Accrued income | 121 | 322 | ||||
Advance payments | (415 | ) | (4,802 | ) | ||
Prepaid expenses | (3 | ) | (5 | ) | ||
Prepaid income tax | (97 | ) | (120 | ) | ||
Inventories | (2,797 | ) | 1,825 | |||
Accounts payable - trade | 3,480 | 1,104 | ||||
Accounts payable - other | (155 | ) | 292 | |||
Advance receipts from customers | (1,874 | ) | 89 | |||
Withholdings | (23 | ) | 147 | |||
Accrued expenses | 1,543 | 226 | ||||
Severance indemnity payments | (288 | ) | (182 | ) | ||
Sub-total | (1,863 | ) | (4,743 | ) | ||
| 252 | (3,425 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES : | ||||||
Cash in flows from investing activities: | ||||||
Decrease in short-term financial instruments | 3,009 | 17,869 | ||||
Decrease in trading securities | 1,772 | — | ||||
Decrease in long-term loans | 44 | 145 | ||||
Disposition of available-for-sale securities | 1,917 | — | ||||
Decrease in guarantee deposits | 90 | 125 | ||||
Proceeds from disposal of property, plant and equipment | 29 | — | ||||
Decrease in long-term financial instruments | — | 2 | ||||
Increase in Long term guarantee deposits | 52 | — | ||||
| 6,913 | 18,141 |
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2007 AND 2006
(In millions of Korean won)
| FY 2007 1Q | FY 2006 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
Cash out flows from investing activities: | ||||||
Increase in short-term financial instruments | 3,000 | 17,035 | ||||
Increase in short-term loans | 330 | 1 | ||||
Increase in long-term financial instruments | 3 | 3 | ||||
Acquisition of available for sale securities | 662 | 507 | ||||
Increase in guarantee deposits | 55 | 166 | ||||
Acquisition of property, plant and equipment | 11 | 144 | ||||
Increase in construction in-progress | — | 361 | ||||
Acquisition of other tangible assets | 208 | 343 | ||||
Acquisition of industrial rights | 109 | 156 | ||||
Increase in research and development cost | — | 1,773 | ||||
Decrease in guarantee deposits | 10 | — | ||||
Acquisition of trading securities | 1,772 | — | ||||
| 6,160 | 20,489 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES : | ||||||
Issuance of common shares | — | — | ||||
Increase in short-term borrowings | 9 | 4,437 | ||||
Increase in long-term borrowings | — | — | ||||
Decrease in short-term borrowings | — | (4,400 | ) | |||
Decrease in current maturities of long-term obligation | (285 | ) | — | |||
Decrease in long-term borrowings | — | — | ||||
| (276 | ) | 37 | ||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 729 | (5,736 | ) | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 3,875 | 7,143 | ||||
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 4,604 | 1,407 | ||||
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 17, 2007
| By | Gi-Hoon Joung | |
| Gi-Hoon Joung | ||
| Mirae Corporation | ||
| Director of Accounting Team and | ||
| Acting CFO |
