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
February 17, 2005
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]
INFICON Announces Fourth Quarter and Full Year 2004 Results;
Company Reports Fourth Quarter Revenue of $47.3 Million
SYRACUSE, N.Y. & ZURICH, Switzerland--(BUSINESS WIRE)--Feb. 17,
2005--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
fourth quarter and the full financial year ended December 31, 2004.
Revenues for the fourth quarter of 2004 were $47.3 million,
compared to $44.5 million for the fourth quarter of 2003, representing
a 6% increase. On a constant dollar basis, revenues for the quarter
were essentially flat. The company reported income from continuing
operations of $1.6 million and income of $0.2 million from
discontinued operations resulting in net income of $1.8 million ($0.75
per diluted share - $0.08 per ADS). In the fourth quarter of 2003, the
company reported net income of $764,000 ($0.33 per diluted share -
$0.03 per ADS).
Revenues for the full year ended December 31, 2004 were $188.1
million compared to $157.6 million for the full year 2003,
representing an increase of 19%. On a constant dollar basis, revenues
for the period increased 14%. The company reported income from
continuing operations of $11.4 million and a loss from discontinued
operations of $2.0 million, resulting in net income of $9.4 million
($4.04 per diluted share - $0.40 per ADS). In 2003, INFICON reported
revenues of $157.6 million, income from continuing operations of $3.1
million and a loss from discontinued operations of $12.5 million,
resulting in a net loss of $9.4 million.
As of December 31, 2004, the company had $61.2 million in cash and
cash equivalents, a 65% increase from 2003, having generated $23.1
million from operations.
Lukas Winkler, president and chief executive officer, commented,
"Our strong fourth-quarter performance was driven by increased sales
of FabGuard and in situ metrology products, particularly in Asia,
where demand from chip manufacturers rose markedly. Sales of our
high-end leak detectors were also strong due to healthy demand from
our private label partners in Europe who sell to a broad array of
industrial customers. Sales of our Environmental Health & Safety
('EH&S') products showed renewed growth due to increased demand for
water and air security applications, although they were less than in
last year's fourth quarter. We are pleased that our EH&S products are
moving beyond their initial military applications and gaining
acceptance worldwide.
"Looking forward to 2005, we are expecting a year of improved
bottom-line profitability, with modest revenue growth due to an
environment of relatively weak capital spending in the semi-conductor
and other markets. We expect the 300 mm segment of the semiconductor
market that INFICON serves to be relatively stronger, and we believe
FabGuard Analysis software and our new in situ metrology product,
Stiletto Particle Detector, offer significant potential for long-term
growth due to the competitive advantages they offer our customers.
"To improve our operational leverage, we have begun several
initiatives to optimize the company's operations and internal systems
to maximize our efficiency and profitability. Another goal for this
year includes taking full advantage of the expanding new business
opportunities in China, which we expect to contribute significantly to
our revenues beyond 2005.
"We are continuing our emphasis on leading edge technology and
expect our R&D investment to yield a number of new products over the
next few years. All new products are aimed primarily at enabling cost
and productivity improvements for our customers.
"Based on our existing pipeline of opportunities and the current
environment in our industries, we expect to generate sales of
approximately $49 million in the first quarter of 2005. This guidance
is slightly above sales of the first quarter of 2004, which totaled
$47.3 million, as well as sales of the quarter just completed. For the
period, we expect net income of approximately $2.8 million ($1.20 per
diluted share - $0.12 per ADS), which includes certain one-time
expenses related to the company's announced delisting from the Nasdaq
National Market and termination of its ADR program."
On February 17, 2005, INFICON announced in an earlier press
release it will voluntarily delist its American Depositary Shares from
the Nasdaq National Market, effective as of the opening of business on
March 21, 2005, and terminate its American Depositary Receipt program,
effective on or about March 19, 2005. The company is taking this
action as part of its strategy to reduce corporate costs, including
costs associated with having a dual listing on the Nasdaq and the SWX
Swiss Exchange. The SWX Swiss Exchange listing remains unchanged.
Media/Analyst Conference and Conference Call Information
Management will be available for discussion at our Media/Analyst
4Q/YE 2004 Conference on Thursday, February 17, 2005, 09:00 a.m. CET,
Rainbow Room, Marriott Hotel Zurich. INFICON will also hold a
conference call to discuss its fourth quarter and year end 2004
results and other matters on Thursday, February 17, 2005 at 4:00 p.m.
CET/10:00 a.m. ET. 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 Web site, www.inficon.com.
A telephone replay of the call will be available from 7:00 p.m.
CET/1:00 p.m. ET on February 17 through 5:59 a.m. CET February
25/11:59 p.m. ET on February 24. To access the replay, please dial
+1.800.642.1687 (international callers dial +1.706.645.9291),
conference ID #3453599. 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 Web site 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
(U.S. Dollars in thousands, except per share amounts)
(audited)
Three Months Ended Twelve Months Ended
December 31, December 31,
2004 2003 2004 2003
---- ---- ---- ----
Net sales $47,304 $44,549 $188,147 $157,574
Cost of sales 25,844 24,078 100,603 86,974
--------- --------- --------- ---------
Gross profit 21,460 20,471 87,544 70,600
Research and development 5,427 4,972 20,181 17,939
Selling, general and
administrative 13,690 12,749 52,740 46,583
--------- --------- --------- ---------
Operating income from
continuing operations 2,343 2,750 14,623 6,078
Interest expense (income), net (52) 13 (83) (170)
Other expense (income), net (349) 55 (1,415) (552)
--------- --------- --------- ---------
Income from continuing
operations before income
taxes 2,744 2,682 16,121 6,800
Provision for income taxes 1,141 2,522 4,661 3,686
--------- --------- --------- ---------
Income from continuing
operations 1,603 160 11,460 3,114
Discontinued operations
Income (loss) from
operations of discontinued
operations (less applicable
income tax (benefit) of
$(126) in Q4 2004 and
$(1,049) in Q4 2003 and
$(1,231) YTD 2004 and
$(3,537) YTD 2003) (33) 235 (1,328) (9,880)
Income on disposal of
discontinued operations
(less applicable income tax
provision of $20 in Q4 2004
and $55 in Q4 2003 and
$1,398 YTD 2004 and $(392)
YTD 2003) 185 369 (711) (2,623)
--------- --------- --------- ---------
Income (loss) from
discontinued operations 152 604 (2,039) (12,503)
--------- --------- --------- ---------
Net income (loss) $1,755 $764 $9,421 $(9,389)
========= ========= ========= =========
Earnings (loss) per share
Diluted
Continuing operations $0.69 $0.07 $4.91 $1.35
Discontinued operations $0.07 $0.26 $(0.87) $(5.40)
--------- --------- --------- ---------
Total $0.75 * $0.33 $4.04 $(4.06)*
Basic
Continuing operations $0.69 $0.07 $4.95 $1.35
Discontinued operations $0.07 $0.26 $(0.88) $(5.40)
--------- --------- --------- ---------
Total $0.76 $0.33 $4.07 $(4.06)*
Earnings (loss) per ADS
(10 ADS : 1 Share)
Diluted
Continuing operations $0.07 $0.01 $0.49 $0.14
Discontinued operations $0.01 $0.03 $(0.09) $(0.54)
--------- --------- --------- ---------
Total $0.08 $0.03 $0.40 $(0.41)*
Basic
Continuing operations $0.07 $0.01 $0.50 $0.14
Discontinued operations $0.01 $0.03 $(0.09) $(0.54)
--------- --------- --------- ---------
Total $0.08 $0.03 $0.41 $(0.41)*
Shares used to compute net
income per share
Diluted 2,326 2,333 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
(U.S. Dollars in thousands)
(audited)
December 31, December 31,
2004 2003
---- ----
Assets
Current assets:
Cash and cash equivalents $61,164 $37,074
Trade accounts receivable, net 19,998 22,197
Accounts receivable - affiliates 735 94
Inventories, net 21,029 19,395
Deferred tax assets 2,650 3,161
Other current assets 3,177 2,950
---------- ----------
Total current assets 108,753 84,871
Property plant and equipment, net 22,779 22,398
Intangibles, net 1,334 1,526
Deferred tax assets 37,134 39,293
Other assets 2,165 2,586
---------- ----------
Total non current assets 63,412 65,803
Total assets $172,165 $150,674
========== ==========
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable $6,092 $5,918
Accounts payable - affiliates 268 193
Accrued liabilities 15,081 12,911
Income taxes payable 1,617 962
Deferred tax liabilities 1,005 545
---------- ----------
Total current liabilities 24,063 20,529
Deferred tax liabilities 550 479
Other liabilities 5,248 3,907
---------- ----------
Total non current liabilities 5,798 4,386
Total liabilities 29,861 24,915
Stockholders' equity 142,304 125,759
---------- ----------
Total liabilities and stockholders' equity $172,165 $150,674
========== ==========
INFICON Holding AG
Consolidated Statements of Cash Flow
(In thousands)
(audited)
Twelve Months Ended
December 31,
2004 2003
---- ----
Cash flows from operating activities:
Net income (loss) $9,421 $(9,389)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,863 5,222
Gain on receipt and sale of marketable securities (1,038) -
Impairment of long lived assets 363 7,370
Deferred taxes 3,713 60
Changes in operating assets and liabilities:
Trade accounts receivable 2,451 (4,481)
Inventories (341) 2,317
Other assets 895 1,833
Accounts payable (43) (813)
Accrued liabilities 1,590 (1,918)
Income taxes payable 591 (2,022)
Other liabilities 657 2,711
-------- --------
Net cash provided by operating activities 23,122 890
Cash flows from investing activities:
Purchases of property, plant and equipment (3,745) (4,109)
Purchase of Sentex Systems, Inc. - (1,500)
Proceeds from sale of marketable securities 1,038 -
-------- --------
Net cash (used in) investing activities (2,707) (5,609)
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 3,641 3,739
-------- --------
Increase (decrease) in cash and cash equivalents 24,090 (772)
Cash and cash equivalents at beginning of period 37,074 37,846
-------- --------
Cash and cash equivalents at end of period $61,164 $37,074
======== ========
CONTACT: Corporate 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
The announcement attached as Exhibit A was published in Switzerland on February
17, 2005 in accordance with the rules of the SWX Swiss Stock Exchange.
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: February 17, 2005 INFICON Holding AG
By: /s/ Peter G. Maier
-------------------------------
Name: Peter G. Maier
Title: Vice President and
Chief Financial Officer