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, 2008
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 þ 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 þ
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 14, 2008. Attached is English language version of the notice.
MIRAE CORPORATION ANNOUNCES
THE FIRST QUARTER RESULTS FOR FISCAL YEAR 2008
Seoul, Korea, May 14, 2008 - Mirae Corporation (Nasdaq: MRAE) today reports its operating and financial results for the three months ended March 31, 2008
The Company reported total revenues of 17,275 million won for the first quarter of 2008, decreased by 26.3 percent from total revenues of 23,434 million won for the first quarter of 2007. Gross profit for the first quarter of 2008 was 4,177 million won decreased by 0.4 percent from gross profit of 4,195 million won for the first quarter of 2007. Mirae accounted 277 million won of operating profit for the first quarter of 2008, increased by 14.5 percent from operating profit of 242 million won for the first quarter of 2007. Moreover, Mirae accounted 132 million won of ordinary profit and net profit, respectively, for the first quarter of 2008, decreased by 79.4 percent from ordinary profit and net profit of 642 million won for the first quarter of 2007.
[Table 1.] Summary of Operating Results of FY 2008 1Q vs. FY 2007 1Q
(Unit: in million Korean won, %)
Category | FY 2008 1Q | FY 2007 1Q | % Change | Comment | |||||
Revenues | 17,275 | 23,434 | -26.3 | % | — | ||||
Operating income (loss) | 277 | 242 | 14.5 | % | — | ||||
Ordinary income (loss) | 132 | 642 | -79.4 | % | — | ||||
Net income (loss) | 132 | 642 | -79.4 | % | — |
Total revenues decreased for the first quarter of 2008 slightly. However, operating income increased by 14.5 percent for the first quarter of 2008, as compared to the first quarter of 2007, was mainly due to the decrease in selling, general and administrative expenses through implementing cost saving measure.
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 2008 reached 45.0 percent of the total revenue due to new customer development.
[Table 2] Revenues Break Down by Region.
(Unit: %)
Region | FY 2008 1Q | FY 2007 1Q | ||
Asia | 13.6 | 34.1 | ||
Europe | 0.6 | 3.6 | ||
US | 30.8 | 25.8 | ||
Overseas Total | 45.0 | 63.5 | ||
Domestic | 55.0 | 36.5 | ||
Total | 100.0 | 100.0 |
Each division fully portrays its figures for the first quarter of 2008 as follows. Assembly and Test Equipment Division (former Semiconductor Equipment Division) distributed sales of 11,797 million won, or 39.5 percent decrease, for the first quarter of 2008 from 19,492 million won for the first quarter of 2007. However, SMD Placement System Division (SMT) generated revenues of 5,372 million won for the first quarter of 2008, increased by 38.8 percent from 3,871 million won for the first quarter of 2007. Sales portion by Automated Test Equipment Division, SMD placement systems Division and Other Division are 68.3 percent, 31.1 percent and 0.6 percent, respectively, for the first quarter of 2008.
[Table 3] Revenues Break Down by Division
(Unit: in million Korean won)
Division | FY 2008 1Q | FY 2007 1Q | % Change | ||||
ATE Division | 11,797 | 19,492 | -39.5 | % | |||
SMT Division | 5,372 | 3,871 | 38.8 | % | |||
Other | 106 | 71 | 49.3 | % | |||
Total | 17,275 | 23,434 | -26.3 | % |
Highlights of FY 2008
March 3, 2008
| • | Decision on Calling Annual Shareholders’ Meeting |
Date: March 28, 2008
The agenda for the 17th 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 2007
2) Partial amendment to articles of incorporation.
3) Election of directors
4) Appointment of New outside directors who become members of audit committee
5) Approval of the ceiling amount of the Remuneration for Directors
6) Grant of Stock Options
7) Delisting and Deregistration of American Depositary Receipts from Nasdaq and SEC
| • | Decision on Delisting from Overseas Exchange |
Concerned Overseas Exchange and Location: The Nasdaq Global Market (U.S.A)
Class and Number of Shares to be delisted : 231,698 (as of February 27, 2008)
Reason for Delisting : Our average daily trading volume of shares represented by ADRs on Nasdaq has very low and limited. Considering this trading condition, there is no meaning to maintaining of listing in overseas exchange market. We believe that the costs and expenses with respect to maintaining a listing would be reduced significantly through the delisting and deregistration.
March 27, 2008
| • | Decision on investment in other company |
Name of company: En Value Co., Ltd. (U.S.A)
Relationship to the company: Affiliated Company after investment
Main Business: Solar cell and Semiconductor automation related equipment.
Number of shares to be acquired: 800,000 common shares
Acquisition Amount (KRW): 1,969,200,000
Purpose of acquisition: To expand business scope through the establishment of overseas subsidiary.
March 28, 2008
• | Result of the 17th Annual Shareholders’ Meeting |
1) Approval of Balance sheet, Income statement and Statement of loss disposition for the fiscal year 2007
| • | Resolved as proposed |
2) Partial amendment to articles of incorporation.
| • | Resolved as proposed |
3) Election of directors
| • | Resolved as proposed |
4) Appointment of New outside directors who become members of audit committee
| • | Resolved as proposed |
5) Approval of the ceiling amount of the Remuneration for Directors
| • | Resolved as proposed |
6) Grant of Stock Options
| • | Resolved as proposed |
7) Delisting and Deregistration of American Depositary Receipts from Nasdaq and SEC
| • | Resolved as proposed |
| • | Grant of Stock Option |
Number of Grantees: 5 officers
Number of Shares to be granted: 800,000 common shares
Exercise period: from March 28, 2010 to March 27, 2015
Exercise price (KRW): 400
Granting Method: New Share Issue, Delivery of Treasury Stocks.
Grant Date: March 28, 2008.
Total Stock Option granted after concerned grant: 4,125,912
March 31, 2008
| • | Addition of affiliated company. |
Name of company: En Value Co., Ltd. (U.S.A)
Reason for addition: To expand business scope
April 16, 2008
| • | Mirae announces plans to voluntarily delist from NASDAQ, deregister from U.S SEC and termination its ADR Program |
| • | Mirae received a Nasdaq Staff Deficiency Letter on April 14, 2008 indicating that the Company’s American Depositary Shares (“ADSs”) have been trading below the required minimum closing bid price of US$1.00 per share on Nasdaq for the last 30 consecutive business days and as a result the Company failed to comply with the minimum bid price requirement for continued listing set forth in Nasdaq Marketplace Rule 4450(a)(5). As previously disclosed, Mirae intends to voluntarily delist its ADSs from the Nasdaq Global Market and deregister from the U.S. Securities and Exchange Commission and, therefore, currently does not have any plans to take steps to regain compliance with the minimum bid price requirement under the Marketplace Rule. |
April 25, 2008
| • | Cancellation of Stock option |
Number of grantees cancelled: 14 employees
Number of Shares cancelled: 770,272 common shares
Total stock option granted after this cancellation: 3,355,640 common shares
April 28, 2008
| • | Form 25: Notification of removal from listing and/or registration under section 12(b) of the Securities Exchange Act of 1934. |
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.
Balance Sheet
Income Statement
Cash Flow
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 15, 2008
| By | /s/ Gi-Hoon Joung | |
| Gi-Hoon Joung | ||
| Mirae Corporation | ||
| Director of Accounting Team and Acting CFO |
MIRAE CORPORATION
NON-CONSOLIDATED BALANCE SHEETS UNDER KOREAN GAAP
MARCH 31, 2008
DECEMBER 31, 2007
(In millions of Korean won)
| FY 2008 1Q | FY 2007 | |||
| (Unaudited) | (Audited) | |||
ASSETS | ||||
CURRENT ASSETS : | ||||
Cash and cash equivalents | 3,098 | 6,882 | ||
Short-term financial instruments | 2,500 | 23,130 | ||
Marketable securities | 21 | 562 | ||
Accounts receivable - trade, net | 34,380 | 31,744 | ||
Short-term loan | 697 | 271 | ||
Accounts receivable - other | 1,353 | 1,871 | ||
Inventories | 22,738 | 20,236 | ||
Accrued interest income | 73 | 692 | ||
Advance payments and others | 2,711 | 2,321 | ||
Derivatives in current assets | 1 | 6 | ||
Prepaid income taxes | 356 | 240 | ||
Total Current Assets | 67,928 | 87,955 | ||
NON-CURRENT ASSETS : | ||||
Property, plant and equipment - net | 34,510 | 34,487 | ||
Intangible assets - net | 12,569 | 11,571 | ||
Available-for-sale securities | 3,282 | 2,390 | ||
Long-term and restricted bank deposits | 210 | 174 | ||
Guarantee deposits, net | 3,987 | 4,071 | ||
Long-term receivables | 1,634 | 1,634 | ||
Long-term loans and other | 358 | 372 | ||
Equity securities | 15,918 | 13,966 | ||
Total Non-Current Assets | 72,468 | 68,665 | ||
TOTAL ASSETS | 140,396 | 156,620 | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED BALANCE SHEETS UNDER KOREAN GAAP
MARCH 31, 2008
DECEMBER 31, 2007
(In millions of Korean won)
| FY 2008 1Q | FY 2007 | |||||
| (Unaudited) | (Audited) | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
CURRENT LIABILITIES : | ||||||
Accounts payable - trade | 8,834 | 9,699 | ||||
Short-term borrowings | 35,333 | 47,461 | ||||
Accounts payable - other | 961 | 986 | ||||
Advance receipts from customers | 263 | 23 | ||||
Withholdings | 47 | 49 | ||||
Accrued expenses and other | 1,017 | 922 | ||||
Short-term guarantee deposits received | 426 | 398 | ||||
Current long-term liability | 600 | 1,452 | ||||
Allowance for guarantee deposited and others | 1,427 | 1,427 | ||||
Derivatives in current liabilities | 122 | 19 | ||||
Total Current Liabilities | 49,030 | 62,436 | ||||
NON-CURRENT LIABILITIES : | ||||||
Long-term borrowings | 4,200 | 7,380 | ||||
Long-term guarantee deposits received | 30 | 28 | ||||
Accrued severance indemnities, net | 1,668 | 1,443 | ||||
Deferred tax liabilities | — | — | ||||
Total Long-term Liabilities | 5,898 | 8,851 | ||||
Total Liabilities | 54,928 | 71,287 | ||||
SHAREHOLDERS’ EQUITY : | ||||||
Capital stock | ||||||
Common stock - par value (Won)100 per share; issued and outstanding 183 million shares as of March 31,2008 and December 31 2007 | 18,387 | 18,387 | ||||
Capital surplus : | ||||||
Additional paid-in capital | 132,617 | 132,617 | ||||
Other Capital Surplus | 866 | 866 | ||||
Retained earnings (Accumulated deficit) : | ||||||
Unappropriated | (63,582 | ) | (63,713 | ) | ||
Capital adjustments : | ||||||
Treasury stock | (2,379 | ) | (2,379 | ) | ||
Loss on valuation of equity method securities | (69 | ) | (69 | ) | ||
Loss on disposition of treasury stock | (1,445 | ) | (1,445 | ) | ||
Additional paid-in capital - employee stock options | 1,073 | 1,069 | ||||
Total Shareholders’ Equity | 85,468 | 85,333 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 140,396 | 156,620 | ||||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENT OF OPERATIONS UNDER KOREAN GAAP
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(In millions of Korean won, except per share data)
| FY 2008 1Q | FY 2007 1Q | |||
| (Unaudited) | (Unaudited) | |||
REVENUES | 17,275 | 23,434 | ||
COST OF SALES | 13,098 | 19,239 | ||
GROSS PROFIT | 4,177 | 4,195 | ||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 3,900 | 3,953 | ||
OPERATING INCOME (LOSS) | 277 | 242 | ||
OTHER INCOMES | 2,654 | 1,556 | ||
OTHER EXPENSES | 2,800 | 1,156 | ||
ORDINARY PROFIT (LOSS) | 132 | 642 | ||
INCOME TAX EXPENSE (BENEFIT) | — | — | ||
NET INCOME (LOSS) | 132 | 642 | ||
NET INCOME (LOSS) PER SHARE (In Korean won) | 1 | 4 | ||
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(In millions of Korean won)
| FY 2008 1Q | FY 2007 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
CASH FLOWS FROM OPERATING ACTIVITIES : | ||||||
Net income (loss) | 132 | 642 | ||||
Expenses not involving cash payments : | ||||||
Provision for severance indemnities | 299 | 306 | ||||
Depreciation and amortization | 410 | 877 | ||||
Allowance for bad debts | — | 176 | ||||
Loss from depreciation of intangible assets | 580 | 860 | ||||
Foreign currency translation loss | 57 | 113 | ||||
Expense from A/S | 152 | 222 | ||||
Equity in losses of affiliate | — | — | ||||
Loss on disposition of short-term securities | 1 | 8 | ||||
Loss from impairment of derivatives | 4 | — | ||||
Compensation cost related to stock options | 115 | — | ||||
Others | — | — | ||||
Sub-total | 1,618 | 2,562 | ||||
Income not involving cash receipts : | ||||||
Foreign currency translation gain | (1,188 | ) | (158 | ) | ||
Gain from assets contributed | (686 | ) | — | |||
Impairment loss from available-for sale securities | (207 | ) | — | |||
Gain on disposal of available-for sale securities | — | (908 | ) | |||
Gain on disposal of tangible assets | — | (23 | ) | |||
Equity in gains of affiliate | — | — | ||||
Sub-total | (2,081 | ) | (1,089 | ) | ||
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(In millions of Korean won)
| FY 2008 1Q | FY 2007 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
Changes in assets and liabilities related to operating activities : | ||||||
Accounts receivable - trade | (1,495 | ) | (1,151 | ) | ||
Accounts receivable - other | 528 | (204 | ) | |||
Accrued income | 619 | 121 | ||||
Advance payments | (393 | ) | (415 | ) | ||
Prepaid expenses | 4 | (3 | ) | |||
Prepaid income tax | (117 | ) | (97 | ) | ||
Inventories | (2,653 | ) | (2,797 | ) | ||
Accounts payable - trade | (884 | ) | 3,480 | |||
Accounts payable - other | (25 | ) | (155 | ) | ||
Advance receipts from customers | 240 | (1,874 | ) | |||
Withholdings | (3 | ) | (23 | ) | ||
Decrease in derivatives in current liabilities | (7 | ) | — | |||
Accrued expenses | 95 | 1,543 | ||||
Severance indemnity payments | (74 | ) | (288 | ) | ||
Sub-total | (4,165 | ) | (1,863 | ) | ||
| (4,496 | ) | 252 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES : | ||||||
Cash in flows from investing activities: | ||||||
Decrease in short-term financial instruments | 23,632 | 3,009 | ||||
Decrease in trading securities | 545 | 1,772 | ||||
Decrease in long-term loans | 14 | 44 | ||||
Disposition of available-for-sale securities | — | 1,917 | ||||
Decrease in guarantee deposits | 86 | 90 | ||||
Proceeds from disposal of property, plant and equipment | 2 | 29 | ||||
Decrease in short-term loans | 75 | — | ||||
Increase in Long term guarantee deposits | 30 | 52 | ||||
| 24,384 | 6,913 |
(Continued)
MIRAE CORPORATION
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(In millions of Korean won)
| FY 2008 1Q | FY 2007 1Q | |||||
| (Unaudited) | (Unaudited) | |||||
Cash out flows from investing activities: | ||||||
Increase in short-term financial instruments | 3,002 | 3,000 | ||||
Increase in short-term loans | 500 | 330 | ||||
Increase in long-term financial instruments | 36 | 3 | ||||
Acquisition of available for sale securities | — | 662 | ||||
Acquisition of equity method securities | 1,952 | — | ||||
Increase in guarantee deposits | 2 | 55 | ||||
Acquisition of property, plant and equipment | 149 | 11 | ||||
Acquisition of other tangible assets | 285 | 208 | ||||
Acquisition of industrial rights | 480 | 109 | ||||
Increase in research and development cost | 1,098 | — | ||||
Decrease in guarantee deposits | — | 10 | ||||
Acquisition of trading securities | 6 | 1,772 | ||||
| 7,510 | 6,160 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES : | ||||||
Increase in short-term borrowings | 15,660 | 9 | ||||
Decrease in short-term borrowings | (27,788 | ) | — | |||
Decrease in current maturities of long-term obligation | (1,152 | ) | (285 | ) | ||
Decrease in long-term borrowings | (2,880 | ) | — | |||
| (16,160 | ) | (276 | ) | |||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (3,784 | ) | 729 | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 6,882 | 3,875 | ||||
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 3,098 | 4,604 | ||||
