6-K 1 a4933689.txt INFICON HOLDING AG 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 July 20, 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 ] The announcement attached as Exhibit A was published in Switzerland on July 20, 2005 in accordance with the rules of the SWX Swiss Stock Exchange INFICON Announces Second Quarter 2005 Results SYRACUSE, N.Y. & ZURICH, Switzerland--(BUSINESS WIRE)--July 20, 2005--INFICON (SWX Swiss Exchange: IFCN), a leading manufacturer of instrumentation and process control software for the semiconductor and vacuum-coating industries and other industrial applications, today announced financial results for the second quarter ended June 30, 2005. Revenues for the second quarter of 2005 were $48.0 million, compared to $49.8 million for the second quarter of 2004, representing a 3.6% decrease. On a constant dollar basis, revenues for the quarter decreased 6.0%. The company reported net income of $3.3 million, or $1.39 per diluted share, compared to $4.1 million, or $1.75 per diluted share, in the second quarter of 2004. Revenues for the six months ended June 30, 2005 were $98.1 million compared to $97.1 million for the same period in 2004, representing a 1.0 % increase. On a constant dollar basis, revenues decreased 1.9%. Net income for the period was $7.2 million, or $3.07 per diluted share, compared to net income of $7.6 million, or $3.26 per diluted share, last year. Lukas Winkler, president and chief executive officer, commented, "Although the environment was more challenging than expected, which impacted sales for the quarter, our net income was in line with our guidance. In the semiconductor and vacuum coating markets, we experienced increased demand in Asia, with orders from Taiwan, Japan and Korea for advanced process control software and sensors. However, this increase was offset by significantly lower demand in the data storage market. In the refrigeration and air conditioning markets, sales were close to last year's high level, as we benefited from strong seasonal demand for service tools in both the U.S. and Europe. Despite increased orders from Europe and Asia, the performance of our Environmental Health & Safety ("EH&S") products, which target emergency response and security markets worldwide, was slightly below that of last year's second quarter due to lower sales to U.S. government agencies. In the general vacuum processes market, we experienced moderate growth in all geographic areas, with especially good order intake for leak detectors. "We continue to emphasize strategies that foster profitable growth for INFICON. For the third quarter of 2005, we expect revenues to be improved over the third quarter of 2004 due to higher shipments in our EH&S product line. On a sequential basis, we expect results to be lower than 2Q05, reflecting the normal seasonal buying patterns in certain product markets and geographic areas. Based on our existing pipeline of opportunities and the current environment in our industries, we expect to generate sales of approximately $47.0 million for the third quarter of 2005, compared to $43.7 million in sales for the third quarter of 2004. For the third quarter of 2005, we expect net income of approximately $2.7 million, or $1.15 per diluted share." As of June 30, 2005, the company had $57.6 million in cash, cash equivalents and short-term investments, having generated $3.5 million from operations during the first six months of the year. Conference Call Information INFICON will hold a conference call to discuss its second quarter 2005 results on Wednesday, July 20, 2005 at 04:00 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 website, www.inficon.com. A telephone replay of the call will be available from 7:00 p.m. CET/1:00 p.m. ET on July 20 through 5:59 a.m. July 28 CET/11:59 p.m. ET on July 27. To access the replay, please dial +1.800.642.1687 (international callers dial +1.706.645.9291), conference ID number 7308001. An archived replay of the conference webcast also will be available on the INFICON website. ABOUT INFICON INFICON is a leading developer, manufacturer and supplier of innovative instrumentation, critical sensor technologies, and advanced process control software for the semiconductor and vacuum-coating 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 to the air conditioning/refrigeration industries and toxic chemical analysis for the emergency response and security 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 2004 and the Company's reports on Form 6-K filed with the Securities and Exchange Commission during 2004 and 2005. 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) (unaudited) Three Months Six Months Ended Ended June 30, June 30, 2005 2004 2005 2004 ------- ------- ------- ------- Net sales $48,029 $49,810 $98,067 $97,138 Cost of sales 26,214 26,193 52,823 50,919 -------- ------- -------- -------- Gross profit 21,815 23,617 45,244 46,219 Research and development 4,703 4,904 9,820 10,021 Selling, general and administrative 13,109 13,085 26,181 26,049 -------- ------- -------- -------- Operating income from continuing operations 4,003 5,628 9,243 10,149 Interest (income), net (76) (18) (150) (2) Other (income), net (26) (140) (84) (1,128) -------- ------- -------- -------- Income from continuing operations before income taxes 4,105 5,786 9,477 11,279 Provision for income taxes 755 1,728 2,263 2,986 -------- ------- -------- -------- Income from continuing operations 3,350 4,058 7,214 8,293 Discontinued operations (Loss) from operations of discontinued operations (less applicable income tax (benefit) of $(79) in Q2 2005 and $(483) in Q2 2004 and $(113) YTD 2005 and $(837) YTD 2004) (128) (267) (179) (1,179) Income on disposal of discontinued operations (less applicable income tax provision of $5 in Q2 2005 and $26 in Q2 2004 and $17 YTD 2005 and $50 YTD 2004) 30 290 117 486 -------- ------- -------- -------- Income (loss) from discontinued operations (98) 23 (62) (693) -------- ------- -------- -------- Net income $ 3,252 $ 4,081 $ 7,152 $ 7,600 ======== ======= ======== ======== Earnings (loss) per share Diluted Continuing operations $ 1.43 $ 1.74 $ 3.09 $ 3.55 Discontinued operations $ (0.04) $ 0.01 $ (0.03) $ (0.30) -------- ------- -------- -------- Total $ 1.39 $ 1.75 $ 3.07 *$ 3.26 * Basic Continuing operations $ 1.44 $ 1.75 $ 3.11 $ 3.58 Discontinued operations $ (0.04) $ 0.01 $ (0.03) $ (0.30) -------- ------- -------- -------- Total $ 1.40 $ 1.76 $ 3.08 $ 3.28 Shares used to compute net income per share Diluted 2,335 2,334 2,335 2,335 Basic 2,321 2,315 2,321 2,315 * figures do not total due to rounding INFICON Holding AG Consolidated Balance Sheets (U.S. Dollars in thousands) (unaudited) June 30, December 31, 2005 2004 ------------ ------------ Assets Current assets: Cash and cash equivalents $ 52,366 $ 56,116 Short term investments 5,188 5,048 Trade accounts receivable, net 26,271 19,998 Accounts receivable - affiliates 655 735 Inventories, net 20,229 21,029 Deferred tax assets 2,599 2,650 Other current assets 4,300 3,177 ------------ ------------ Total current assets 111,608 108,753 Property plant and equipment, net 20,907 22,779 Intangibles, net 909 1,334 Deferred tax assets 35,370 37,134 Other assets 2,370 2,165 ------------ ------------ Total non current assets 59,556 63,412 Total assets $ 171,164 $ 172,165 ============ ============ Liabilities and stockholders' equity Current liabilities: Trade accounts payable $ 6,031 $ 6,092 Accounts payable - affiliates 75 268 Short term borrowings 569 - Accrued liabilities 14,901 15,081 Income taxes payable 1,787 1,617 Deferred tax liabilities 885 1,005 ------------ ------------ Total current liabilities 24,248 24,063 Deferred tax liabilities 650 550 Other liabilities 5,926 5,248 ------------ ------------ Total non current liabilities 6,576 5,798 Total liabilities 30,824 29,861 Stockholders' equity 140,340 142,304 ------------ ------------ Total liabilities and stockholders' equity $ 171,164 $ 172,165 ============ ============ INFICON Holding AG Consolidated Statements of Cash Flow (U.S. Dollars in thousands) (unaudited) Six Months Ended June 30, 2005 2004 ------- ------- Cash flows from operating activities: Net income $ 7,152 $ 7,600 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,147 2,310 Gain on receipt and sale of marketable securities - (1,038) Impairment of long lived assets - 341 Deferred taxes 1,117 1,760 Changes in operating assets and liabilities: - - Trade accounts receivable (7,188) (2,069) Inventories (795) (709) Other assets (2,013) (766) Accounts payable 211 1,177 Accrued liabilities 900 2,564 Income taxes payable 324 322 Other liabilities 1,628 1,143 ------- ------- Net cash provided by operating activities 3,483 12,635 Cash flows from investing activities: Purchases of property, plant and equipment (1,961) (2,082) Proceeds from sale of marketable securities - 1,038 Purchase of short-term investment (724) - ------- ------- Net cash (used in) investing activities (2,685) (1,044) Cash flows from financing activities: Proceeds from short term borrowings 569 - Proceeds from exercise of stock options 299 31 ------- ------- Net cash provided by financing activities 868 31 ------- ------- Effect of exchange rate changes on cash and cash equivalents (5,416) (733) ------- ------- Increase (decrease) in cash and cash equivalents (3,750) 10,889 Cash and cash equivalents at beginning of period 56,116 37,074 ------- ------- Cash and cash equivalents at end of period $52,366 $47,963 ======= ======= 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: July 20, 2005 INFICON Holding AG By: /s/ Peter G. Maier ------------------------------------------- Name: Peter G. Maier Title: Vice President and Chief Financial Officer