6-K 1 a4574642.txt INFICON 6-K 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 18, 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 X 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 --- --- Enclosure: Press release dated February 18, 2004, announcing fourth quarter and year 2003 financial results. INFICON Announces Fourth Quarter 2003 Results; Revenues Rise 35% on Strong Sales in All Segments SYRACUSE, N.Y. & ZURICH, Switzerland--(BUSINESS WIRE)--Feb. 18, 2004--INFICON Holding AG (SWX Swiss Exchange and NASDAQ:IFCN), a leading manufacturer of vacuum instrumentation and process control software for the semiconductor and related industries and other industrial applications, today announced final results for the fourth quarter and year ended December 31, 2003. Revenues for the fourth quarter of 2003 were $45.0 million, compared to $33.3 million for the fourth quarter of 2002, up 35.0%. On a constant dollar basis, revenues grew 26.5%. Semiconductor Vacuum Instrumentation segment revenues were $10.9 million in the fourth quarter of 2003, compared to $8.0 million in the same quarter of 2002. General Vacuum Instrumentation segment revenues for the fourth quarter of 2003 were $34.1 million, compared to $25.3 million in the same period last year. Net income for the quarter was $764 thousand ($0.33 per diluted share - $0.03 per ADS), compared to $8 thousand ($0.00 per diluted share - $0.00 per ADS) in the fourth quarter of 2002. For the year ended December 31, 2003, revenues were $159.4 million compared to $130.3 million reported in fiscal year 2002. For the full year, the company reported a net loss of $9.4 million ($4.06 per diluted share - $0.41 per ADS) compared to net income of $0.1 million ($0.05 per diluted share - $0.01 per ADS). Included in the full year net loss was a one-time $7.4 million impairment charge related to a write down of long-lived assets in the company's patterning solutions product line that was taken in the third quarter. In addition, the company recorded a loss from discontinued operations of $3.4 million related to its Ultra Clean Processing Business Unit. As of December 31, 2003, INFICON had $37.1 million in cash and cash equivalents, having generated $890 thousand from operations, used $5.6 million for investments and generated $208 thousand from financing activities during the year. "INFICON ended 2003 on a strong note with higher than expected revenues and growth in all geographic regions and all product lines," said Lukas Winkler, president and chief executive officer. "Equally important, we saw renewed order momentum in the semiconductor market. This improved momentum was accompanied by another strong performance in our Environmental Health and Safety business and by a surge in sales of leak detectors." Winkler continued, "We are encouraged by the recovery taking place in both the semiconductor and related markets and by the momentum we have been experiencing in this part of our business. We believe INFICON is well positioned to take advantage of upswings in these markets as a result of our strong new technology and product pipeline. At the same time, the general economic environment has improved only moderately. These factors, combined with the timing of anticipated product deliveries, lead us to expect revenues of approximately $46 million and net income of approximately $1.7 million ($0.74 per share or $0.07 per ADS) in the first quarter of fiscal 2004." Conference Call Information INFICON will hold a conference call to discuss its fourth quarter fiscal year end 2003 results on Wednesday, February 18, 2004 at 10:00 a.m. EST/4:00 p.m. CET. To access the conference call, please dial 706-634-1033 by 9:50 a.m. EST/3:50 p.m. CET. A live webcast of the conference call will also be available in the Investor Relations section of the INFICON website, www.inficon.com. To access the replay, please dial 800-642-1687 (international callers dial 706-645-9291), conference ID number 4861329. The replay will be available until 11:59 p.m. EST on February 25/5:59 a.m. CET on February 26. 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 related industries and other industrial applications. These 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", 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 2002 and the Company's reports on Form 6-K filed with the Securities and Exchange Commission during 2003. 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. -- tables to follow - INFICON Holding AG Consolidated Statements of Income (In thousands, except per share amounts) Three Months Ended Twelve Months Ended December 31, December 31, 2003 2002 2003 2002 ---- ---- ---- ---- (unaudited) (unaudited) (audited) (audited) Net sales $45,004 $33,328 $159,438 $130,279 Cost of sales 24,542 18,108 89,102 72,364 --------- --------- --------- --------- Gross profit 20,462 15,220 70,336 57,915 Research and development 5,579 4,224 20,988 16,052 Impairment of long lived assets - - 7,370 - Selling, general and administrative 13,004 10,076 48,326 39,264 --------- --------- --------- --------- Operating Income (Loss) from continuing operations 1,879 920 (6,348) 2,599 Interest expense (income) , net 21 (223) (126) (597) Other expense (income) , net 56 271 (546) 383 --------- --------- --------- --------- Income (loss) from continuing operations before income taxes 1,802 872 (5,676) 2,813 Provision (Benefit) for income taxes 1,464 (130) 271 (120) --------- --------- --------- --------- Income (Loss) from continuing operations 338 1,002 (5,947) 2,933 Discontinued operations Income (Loss) from operations of discontinued Ultra Clean Operations (less applicable income tax provision (benefit) of $8 in Q4 2003 and $(177) YTD 2003 and $(148) in Q4 2002 and $(422) YTD 2002) 57 (994) (1,188) (2,828) Income (Loss) on disposal of Ultra Clean Operations (less applicable income tax provision (benefit) of $55 in Q4 2003 and $(337) YTD 2003 369 - (2,254) - --------- --------- --------- --------- Income (Loss) from discontinued operations 426 (994) (3,442) (2,828) --------- --------- --------- --------- Net Income (loss) $764 $8 $(9,389) $105 =========== =========== ========== ========== Earnings (loss) per share Diluted Continuing Operations $0.14 $0.43 $(2.57) $1.27 Discontinued Operations $0.18 $(0.43) $(1.49) $(1.22) --------- --------- --------- --------- Total $0.33 * $0.00 $(4.06) $0.05 Basic Continuing Operations $0.15 $0.43 $(2.57) $1.27 Discontinued Operations $0.18 $(0.43) $(1.49) $(1.22) --------- --------- --------- --------- Total $0.33 $0.00 $(4.06) $0.05 Earnings (loss) per ADS (10 ADS : 1 Share) Diluted Continuing Operations $0.01 $0.04 $(0.26) $0.13 Discontinued Operations $0.02 $(0.04) $(0.15) $(0.12) --------- --------- --------- --------- Total $0.03 $0.00 $(0.41) $0.01 Basic Continuing Operations $0.02 $0.04 $(0.26) $0.13 Discontinued Operations $0.02 $(0.04) $(0.15) $(0.12) --------- --------- --------- --------- Total $0.03 * $0.00 $(0.41) $0.01 Shares used to compute net income per share Diluted 2,333 2,315 2,315 2,315 Basic 2,315 2,315 2,315 2,315 * figures do not total due to rounding INFICON Holding AG Consolidated Balance Sheets (In thousands) December 31, December 31, 2003 2002 ---- ---- (audited) (audited) ASSETS Current assets: Cash and cash equivalents $37,074 $37,846 Trade accounts receivable, net 22,197 15,895 Accounts receivable - affiliates 94 417 Inventories 19,395 19,880 Deferred tax assets 3,161 5,325 Other current assets 2,950 3,065 ---------- ---------- Total current assets 84,871 82,428 Property plant and equipment, net 22,398 21,419 Intangibles, net 1,526 343 Deferred tax assets 39,293 35,664 Other assets 2,586 8,074 ---------- ---------- Total assets $150,674 $147,928 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Trade accounts payable $5,918 $5,736 Accounts payable - affiliates 193 172 Accrued liabilities 12,911 9,711 Income taxes payable 962 2,547 Deferred tax liabilities 545 466 ---------- ---------- Total current liabilities 20,529 18,632 Deferred tax liabilities 479 696 Other liabilities 3,907 1,190 ---------- ---------- Total liabilities 24,915 20,518 Stockholders' equity 125,759 127,410 ---------- ---------- Total liabilities and stockholders' equity $150,674 $147,928 ========== ========== INFICON Holding AG Consolidated Statements of Cash Flow (In thousands) Twelve Months Ended December 31, 2003 2002 ---- ---- (audited) (audited) Cash flows from operating activities: Net income (loss) $(9,389) $105 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,222 3,879 Impairment of long lived assets 7,370 - Deferred taxes 60 (1,691) Changes in operating assets and liabilities: - - Trade accounts receivable (4,481) 3,566 Inventories 2,317 4,319 Other assets 1,833 471 Accounts payable (813) 160 Accrued liabilities (1,918) (1,269) Income taxes payable (2,022) 636 Other liabilities 2,712 60 ---------- ---------- Net cash provided by operating activities 890 10,236 Cash flows from investing activities: Purchases of property, plant and equipment (4,109) (7,341) Increase in other assets - (5,947) Purchase of Sentex Systems, Inc. (1,500) - ---------- ---------- Net cash (used in) investing activities (5,609) (13,288) Cash flows from financing activities: Payments on notes receivable from officers 208 - ---------- ---------- Net cash provided by (used in) financing activities 208 - ---------- ---------- Effect of exchange rate changes on cash and cash equivalents 3,739 7,110 ---------- ---------- Increase (Decrease) in cash and cash equivalents (772) 4,058 Cash and cash equivalents at beginning of period 37,846 33,788 ---------- ---------- Cash and cash equivalents at end of period $37,074 $37,846 ========== ========== CONTACT: INFICON Holding AG, Syracuse Corporate Contact: BettyAnn Kram, 315-434-1122 BettyAnn.Kram@inficon.com or European Contact: c-matrix group ag Bernhard Schweizer/Sara Koch, +41 (0) 41.769.80.40 inficon@cmatrix.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: February 18, 2004 INFICON Holding AG By: /s/ Peter G. Maier ___________________________ Name: Peter G. Maier Title: Vice President and Chief Financial Officer