FORM 6-K
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Of the Securities Exchange Act of 1934
October 21, 2004
INFICON Holding AG
INFICON Holding Inc.
(Translation of registrant's name into English)
INFICON Inc.
Two Technology Place
East Syracuse, New York 13057
(Address of principal executive offices)
(Indicate by check market whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.)
Form 20-F [ ] 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 [X]
The announcement attached as Exhibit A was published in Switzerland on October
21, 2004 in accordance with the rules of the SWX Swiss Stock Exchange
INFICON Announces Third Quarter 2004 Results
SYRACUSE, N.Y. & ZURICH, Switzerland--(BUSINESS WIRE)--Oct. 21,
2004--INFICON (SWX Swiss Exchange and NASDAQ:IFCN), a leading manufacturer of
vacuum instrumentation and process control software for the semiconductor and
vacuum-coating industries and other industrial applications, today announced
financial results for the third quarter ended September 30, 2004. The company's
final results exceeded revised guidance for third-quarter earnings provided on
September 30, 2004 due to stronger revenue in the last days of the quarter.
Revenues for the third quarter of 2004 were $43.7 million, compared to
$37.9 million for the third quarter of 2003, representing a 15% increase. On a
constant dollar basis, revenues for the quarter increased 10%. The company
reported income from continuing operations of $1.6 million and a charge of $1.4
million for disposal of discontinued operations, related primarily to a
valuation allowance on deferred tax assets associated with its Patterning
Solutions product line. Including this one-time charge, the company reported net
income of $66 thousand ($0.03 per diluted share - $0.00 per ADS). In the third
quarter of 2003, the company reported a net loss of $8.6 million ($3.73 per
diluted share - $0.37 per ADS). The 2003 results included one-time charges with
a net impact of $8.6 million.
Revenues for the nine months ended September 30, 2004 were $140.8 million
compared to $113.0 million for the same period in 2003, representing a 25%
increase. On a constant dollar basis, revenues for the period increased 19%. The
company reported income from continuing operations of $9.9 million and net
income of $7.7 million ($3.29 per diluted share - $0.33 per ADS). As of
September 30, 2004, the company had $52.1 million in cash and cash equivalents,
having generated $16.8 million from operations during the first nine months of
the year.
Lukas Winkler, president and chief executive officer, commented, "The third
quarter was a period of solid performance for INFICON although, as previously
announced, our results were impacted by the timing of U.S. government orders for
HAPSITE, our chemical identification detector, and by softness in the data
storage market. Despite decelerating demand in the semiconductor industry, our
overall business remained strong because of our focus on the growing 300mm
segment of the market and our broad base of business in other sectors.
"Based on our existing pipeline of opportunities and the current
environment in our industries, we expect to generate sales in the range of $43
million in the fourth quarter of 2004. In addition, we see the potential for
more sales of HAPSITE depending on the timing of large U.S. government orders.
This guidance is approximately on par with this year's third quarter sales and
down approximately 4% from last year's fourth quarter sales of $44.5 million.
Excluding a possible gain or loss related to exiting our Patterning Solutions
product line, we expect net income of approximately $800,000 ($0.34 per diluted
share - $0.03 per ADS)."
Semiconductor Vacuum Instrumentation segment revenues were $11.9 million in
the third quarter of 2004, compared to $7.9 million in the same quarter of 2003.
General Vacuum Instrumentation segment revenues for the third quarter of 2004
were $31.8 million, compared to $30.0 million in the same period last year.
Conference Call Information
INFICON will hold a conference call to discuss its third quarter 2004
results on Thursday, October 21, 2004 at 4:00 p.m. CET/10:00 a.m. EDT. To access
the conference call, please dial +1.706.634.1033 at least 10 minutes prior to
the call. A live webcast of the conference call will also be available in the
Investor Relations section of the INFICON website, www.inficon.com.
A telephone replay of the call will be available from 7:00 p.m. CET/1:00
p.m. EDT on October 21 through 5:59 a.m. October 29 CET/11:59 p.m. EDT on
October 28. To access the replay, please dial +1.800.642.1687 (international
callers dial +1.706.645.9291), conference ID #1203046. An archived replay of the
conference webcast also will be available on the INFICON Web site.
ABOUT INFICON
INFICON is a leading developer, manufacturer and supplier of innovative
vacuum instrumentation, critical sensor technologies, and advanced process
control software for the semiconductor and vacuum-coating industries and other
industrial applications. This analysis, measurement and control products are
vital to original equipment manufacturers (OEMs) and end-users in the complex
manufacturing of semiconductors, flat panel displays, magnetic and optical
storage media and precision optics. INFICON also provides essential
instrumentation for gas leak detection and toxic chemical analysis to the air
conditioning/refrigeration, emergency response and industrial hygiene markets.
Headquartered in Syracuse, New York, INFICON has world-class manufacturing
facilities in the United States and Europe and worldwide offices in the U.S.,
China, France, Germany, Japan, Korea, Liechtenstein, Singapore, Switzerland,
Taiwan, and the United Kingdom. For more information about INFICON and its
products, please visit the Company's website at www.inficon.com.
This press release and oral statements or other written statements made, or
to be made, by us contain forward-looking statements that do not relate solely
to historical or current facts. Forward looking statements can be identified by
the use of words such as "may", "believe", "will", "expect", "project",
"assume", "estimate", "anticipate", "plan", "continue", "resumes",
"opportunity," "potential", "outlook", "forecast" or "guidance." These
forward-looking statements address, among other things, our strategic
objectives, trends in vacuum technology and in the industries that employ vacuum
instrumentation, such as the semiconductor and related industries and the
anticipated effects of these trends on our business. These forward-looking
statements are based on the current plans and expectations of our management and
are subject to a number of uncertainties and risks that could significantly
affect our current plans and expectations, as well as future results of
operations and financial condition. Some of these risks and uncertainties are
discussed in the Company's Annual Report on Form 20-F for fiscal 2003 and the
Company's reports on Form 6-K filed with the Securities and Exchange Commission
during 2004. As a consequence, our current and anticipated plans and our future
prospects, results of operations and financial condition may differ from those
expressed in any forward-looking statements made by or on behalf of our company.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
INFICON Holding AG
Consolidated Statements of Income
(In thousands, except per share amounts)
(unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2004 2003 2004 2003
-------- --------- --------- ---------
Net sales $43,705 $37,891 $140,843 $113,025
Cost of sales 23,840 20,878 74,758 62,896
-------- --------- --------- ---------
Gross profit 19,865 17,013 66,085 50,129
Research and development 4,733 4,217 14,754 12,968
Selling, general and
administrative 13,001 11,078 39,051 33,834
-------- --------- --------- ---------
Operating income from continuing
operations 2,131 1,718 12,280 3,327
Interest (income), net (29) (22) (31) (184)
Other expense (income), net 62 (48) (1,065) (609)
-------- --------- --------- ---------
Income from continuing
operations before income taxes 2,098 1,788 13,376 4,120
Provision for income taxes 534 799 3,520 1,164
-------- --------- --------- ---------
Income from continuing
operations 1,564 989 9,856 2,956
Discontinued operations
(Loss) from operations of
discontinued operations (less
applicable income tax (benefit)
of $(267) in Q3 2004 and
$(1,388) in Q3 2003 and
$(1,104) YTD 2004 and $(2,543)
YTD 2003) (116) (7,002) (1,295) (10,486)
(Loss) on disposal of
discontinued operations (less
applicable income tax provision
(benefit) of $1,329 in Q3 2004
and $(392) in Q3 2003 and
$1,379 YTD 2004 and $(392) YTD
2003) (1,382) (2,623) (895) (2,623)
-------- --------- --------- ---------
(Loss) from discontinued
operations (1,498) (9,625) (2,190) (13,109)
-------- --------- --------- ---------
Net income (loss) $66 $(8,636) $7,666 $(10,153)
======== ========= ========= =========
Earnings (loss) per share
Diluted
Continuing operations $0.67 $0.43 $4.22 $1.28
Discontinued operations $(0.64) $(4.16) $(0.94) $(5.66)
-------- --------- --------- ---------
Total $0.03 $(3.73) $3.29 * $(4.39)*
Basic
Continuing operations $0.68 $0.43 $4.26 $1.28
Discontinued operations $(0.65) $(4.16) $(0.95) $(5.66)
-------- --------- --------- ---------
Total $0.03 $(3.73) $3.31 $(4.39)*
Earnings (loss) per ADS
(10 ADS : 1 Share)
Diluted
Continuing operations $0.07 $0.04 $0.42 $0.13
Discontinued operations $(0.06) $(0.42) $(0.09) $(0.57)
-------- --------- --------- ---------
Total $0.00 * $(0.37) $0.33 $(0.44)
Basic
Continuing operations $0.07 $0.04 $0.43 $0.13
Discontinued operations $(0.07) $(0.42) $(0.10) $(0.57)
-------- --------- --------- ---------
Total $0.00 $(0.37) $0.33 $(0.44)
Shares used to compute net
income per share
Diluted 2,330 2,315 2,333 2,315
Basic 2,316 2,315 2,316 2,315
* figures do not total due to rounding
INFICON Holding AG
Consolidated Balance Sheets
(In thousands)
September 30, December 31,
2004 2003
---------- ----------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $52,066 $37,074
Trade accounts receivable, net 21,730 22,197
Accounts receivable - affiliates 466 94
Inventories, net 21,124 19,395
Deferred tax assets 2,185 3,161
Other current assets 3,828 2,950
---------- ----------
Total current assets 101,399 84,871
Property plant and equipment, net 21,715 22,398
Intangibles, net 1,082 1,526
Deferred tax assets 36,979 39,293
Other assets 1,965 2,586
---------- ----------
Total non current assets 61,741 65,803
Total assets $163,140 $150,674
========== ==========
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable $7,477 $5,918
Accounts payable - affiliates 191 193
Accrued liabilities 14,591 12,911
Income taxes payable 1,043 962
Deferred tax liabilities 897 545
---------- ----------
Total current liabilities 24,199 20,529
Deferred tax liabilities 494 479
Other liabilities 5,262 3,907
---------- ----------
Total non current liabilities 5,756 4,386
Total liabilities 29,955 24,915
Stockholders' equity 133,185 125,759
---------- ----------
Total liabilities and stockholders'
equity $163,140 $150,674
========== ==========
INFICON Holding AG
Consolidated Statements of Cash Flow
(In thousands)
(unaudited)
Nine Months Ended
September 30,
2004 2003
-------- ---------
Cash flows from operating activities:
Net income (loss) $7,666 $(10,153)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,335 3,503
Gain on receipt and sale of marketable securities (1,038) -
Impairment of long lived assets 341 7,370
Deferred taxes 3,575 (1,076)
Changes in operating assets and liabilities: - -
Trade accounts receivable 46 (2,293)
Inventories (1,783) 34
Other assets (125) 588
Accounts payable 1,576 (46)
Accrued liabilities 1,723 42
Income taxes payable 83 (1,943)
Other liabilities 1,356 1,275
-------- ---------
Net cash provided (used in) by operating activities 16,755 (2,699)
Cash flows from investing activities:
Purchases of property, plant and equipment (2,713) (1,747)
Purchase of Sentex Systems, Inc. - (1,500)
Proceeds from sale of marketable securities 1,038 -
-------- ---------
Net cash (used in) investing activities (1,675) (3,247)
Payments on notes receivable from officers - 208
Proceeds from exercise of stock options 34 -
-------- ---------
Net cash provided by financing activities 34 208
-------- ---------
Effect of exchange rate changes on cash and cash
equivalents (122) 1,603
-------- ---------
Increase (decrease) in cash and cash equivalents 14,992 (4,135)
Cash and cash equivalents at beginning of period 37,074 37,846
-------- ---------
Cash and cash equivalents at end of period $52,066 $33,711
======== =========
CONTACT: INFICON
Betty Ann Kram, 315-434-1122
BettyAnn.Kram@inficon.com
or
European Contact:
sensus pr GmbH
Bernhard Schweizer, +41.43.366.5511
bschweizer@sensus.ch
or
North American Contact:
Lippert/Heilshorn & Associates, Inc.
Jody Burfening/Harriet Fried, 212-838-3777
jbs@lhai.com
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: October 21, 2004 INFICON Holding AG
By: /s/ Peter G. Maier
------------------------------------
Name: Peter G. Maier
Title: Vice President and
Chief Financial
Officer