-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PrAzHIi0PvJoHwFzWLjNFXqtkuUJYm9YGR3tHYI9OF2NEcv75tItdTw/hj566snj ABu8O6YsrznOA1pyjjif8g== 0000950134-03-015364.txt : 20031114 0000950134-03-015364.hdr.sgml : 20031114 20031114113941 ACCESSION NUMBER: 0000950134-03-015364 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031031 FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLICOM A S CENTRAL INDEX KEY: 0000891426 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20738 FILM NUMBER: 031001504 BUSINESS ADDRESS: STREET 1: NYBROVEJ 114 CITY: LYNGBY DENMARK STATE: G7 ZIP: 2800 BUSINESS PHONE: 2144237560 6-K 1 d10649e6vk.txt FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month ended October 31, 2003 ---------- OLICOM A/S (Translation of registrant's name into English) Kongevejen 239 DK-2830 Virum Denmark (Address of principal executive offices) ---------- [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 [X] Form 40-F [ ] [Indicate by check mark whether the registrant by finishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 13g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] [If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 13g3-2(b): Not Applicable OLICOM A/S FORM 6-K ITEM 1. FINANCIAL INFORMATION See Condensed Consolidated Statements of Income of Olicom A/S (the "Company") for the nine months ended September 30, 2003, and Condensed Consolidated Balance Sheets at December 31, 2002 and September 30, 2003, attached to the Press Release annexed hereto as Exhibit 99.1. Such unaudited financial statements include only such normally recurring adjustments necessary for a fair presentation of the results of operations for the interim periods presented and of the financial position of the Company at the date of the interim balance sheet. The results for such interim periods are not necessarily indicative of the results for the entire year. Such financial data should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2002 Group and Parent Company Financial Statements of the Company. ITEM 2. EXHIBITS Exhibit 99.1 Press Release issued by the Company on October 22, 2003. -2- SIGNATURES The registrant certifies that it meets all of the requirements for filing and has duly caused this form to be signed on its behalf by the undersigned, thereunto duly authorized. Olicom A/S Date: November 10, 2003 By: /s/ Boje Rinhart Boje Rinhart Chief Executive Officer -3- EX-99.1 3 d10649exv99w1.txt PRESS RELEASE EXHIBIT 99.1 (OLICOM LETTERHEAD) Olicom Reports Third Quarter 2003 Results COPENHAGEN, DENMARK, OCTOBER 22, 2003 - Olicom A/S (Other OTC: OLCMF) ("Olicom" or the "Company") today announced a net loss for the quarter of 1.1 million Danish kroner ("DKK"), or US$ 0.2 million. The loss per share was DKK 0.07, or US$ 0.01 per share. For the first 9 months of the year the net loss was DKK 5.6 million, or US$ 0.9 million, and the loss per share was DKK 0.33, or US$ 0.05 per share. All amounts expressed in dollars are calculated at the September 30, 2003, rate of exchange between the US dollar and the Danish kroner. As of September 30, 2003, Olicom had cash of DKK 51.5 million, or US$ 8.1 million. Shareholders' equity was DKK 222.2 million, or US$ 34.9 million at the end of September 2003, corresponding to DKK 13.12 per share, or US$ 2.06 per share. During the late part of the quarter Olicom's portfolio companies experienced a general improvement in market conditions in the form of increasing interest from potentially significant customers. The rapid growth in the sale of mobile telephones with integrated cameras has resulted in a positive interest for Scalado's image technology, and during the quarter the company signed a license agreement with an important supplier of mobile telephones. Also Hymite, which develops optical components, and Sifira, which offers advanced telephone services, have signed new contracts and there is a continued interest for Tpack's Metro Ethernet technology. During the quarter Olicom fulfilled substantial investment commitments to its portfolio companies. It is anticipated that the need for future follow-up investments will decrease concurrently with an expected increase in the companies' earnings. Equally, several of Olicom's portfolio companies are currently negotiating with potential new investors. However, at this stage it is not possible to predict whether these negotiations will lead to positive results. Olicom considers that the risk is still present that it may be necessary to write off portfolio companies or to make material write-downs of the value of these companies. For the full year 2003 Olicom currently expects to report a loss in the order of DKK 10 million, or US$ 1.6 million. This expectation assumes that write off of significant portfolio companies or material write-downs of the value of these companies will not be necessary. "The general financial recession is still an important factor, but the successful investment round in Decuma, in which Sony Venture Capital Europe and others participated, and the general positive development within Olicom's portfolio companies give reason for a guarded optimism", says Boje Rinhart, CEO at Olicom. Olicom is still working to obtain a deregistration of its shares in the U.S., and the Company anticipates to carry through a repurchase of shares in the U.S. before the end of the year. -1- ATTACHMENTS Summary of Income and Balance Sheet follow. ABOUT OLICOM Olicom initiates or participates in the development of new products and services that leverage leading-edge communications technologies, primarily with a focus on satisfying the needs of mobile data communication users. Business opportunities are identified both through Olicom's internal research and through the solicitation of ventures with start-up companies, which are offered seed and venture financing and access to the Company's established business network and infrastructure. More information about Olicom is available from the Company's SEC filings or by contacting the Company directly. Information is also available on the Company's Web site at www.olicom.com. Olicom is a registered trademark. Except for historical information contained herein, the matters discussed in this news release may contain forward-looking statements that reflect the Company's current expectations and projections about its future results, performance, prospects and opportunities. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Among the risks, uncertainties and other factors that could cause results to differ are uncertain market conditions, the successful implementation of the Company's new strategic direction; the Company's need to continue to identify and acquire interests in suitable portfolio companies; intense competition among capital providers to acquire interests in technology companies; the dependence of the Company on the financial and operating success of the enterprises in which it invests or participates; and existing and future regulations affecting the Company's business, the businesses of its portfolio companies or technology generally. Further information may be found in Olicom's periodic filings with the U.S. Securities and Exchange Commission (SEC), including the most recent reports on Form 20-F and 6-K, which identify important risk factors related to the Company's business that could cause actual results, performance, prospects or opportunities to materially differ from those contained in the forward-looking statements. CONTACT INFORMATION Further information about Olicom and its portfolio companies is available on: www.olicom.com. Boje Rinhart, CEO Olicom A/S +45 45 27 00 00 bri@olicom.com -2- OLICOM A/S Condensed Consolidated Statements of Income (In thousands except for amounts per share)
NINE MONTHS THREE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, 2002 2003 2003 2002 2003 2003 ---------- ---------- ---------- ---------- ---------- ---------- CONVENIENCE CONVENIENCE TRANSLATION TRANSLATION USD USD (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) VALUATION ADJUSTMENTS, AFFILIATED COMPANIES (14,949) 0 $ 0 (1,007) 0 $ 0 GROSS PROFIT (14,949) 0 0 (1,007) 0 0 ---------- ---------- ---------- ---------- ---------- ---------- OPERATING EXPENSES General and administrative 13,186 9,631 1,511 4,725 1,876 294 Restructuring charges (3,657) (2,247) (352) 3,914 (65) (10) ---------- ---------- ---------- ---------- ---------- ---------- Total operating expenses 9,529 7,384 1,159 8,639 1,811 284 ---------- ---------- ---------- ---------- ---------- ---------- INCOME/(LOSS) FROM OPERATIONS BEFORE INTEREST AND INCOME TAXES (24,478) (7,384) (1,159) (9,646) (1,811) (284) Income from sale of activities 3,018 0 0 2,932 0 0 Interest income and other, net 6,612 1,740 273 3,242 697 109 ---------- ---------- ---------- ---------- ---------- ---------- INCOME/(LOSS) BEFORE INCOME TAXES (14,848) (5,644) (886) (3,472) (1,114) (175) Income taxes (1,230) 0 0 (1,260) 0 0 ---------- ---------- ---------- ---------- ---------- ---------- NET INCOME/(LOSS) (13,618) (5,644) $ (886) (2,212) (1,114) $ (175) ---------- ---------- ---------- ---------- ---------- ---------- EARNINGS/(LOSS) PER SHARE, BASIC (0.80) (0.33) $ (0.05) (0.13) (0.07) $ (0.01) ========== ========== ========== ========== ========== ========== EARNINGS/(LOSS) PER SHARE, DILUTED (0.80) (0.33) $ (0.05) (0.13) (0.07) $ (0.01) ========== ========== ========== ========== ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING INCLUDING COMMON STOCK EQUIVALENTS, BASIC 17,068 16,938 16,938 16,953 16,938 16,938 ========== ========== ========== ========== ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING INCLUDING COMMON STOCK EQUIVALENTS, DILUTED 17,068 16,938 16,938 16,953 16,938 16,938 ========== ========== ========== ========== ========== ==========
The balance sheets and statements of income include a convenience translation for the most recent reporting period by applying the quarter-end exchange rate of DKK 6.3728 per US$1.00. This translation should not be construed to imply that the DKK amounts actually represent, or have been or could have been converted to, U.S. dollars. -3- OLICOM A/S Condensed Consolidated Balance Sheets (in thousands)
DECEMBER 31 SEPTEMBER 30 SEPTEMBER 30 2002 2003 2003 --------------- --------------- --------------- CONVENIENCE TRANSLATION DKK DKK USD ASSETS (Audited) (Unaudited) (Unaudited) --------------- --------------- --------------- Current assets: Cash and cash equivalents 91,970 51,542 $ 8,088 Restricted cash 3,191 0 0 Outstanding amounts, affiliated companies 37,835 59,132 9,279 Accounts receivable 996 606 95 Prepaid expenses and other current assets 4,594 2,233 350 --------------- --------------- --------------- Total current assets 138,586 113,513 17,812 Long-term assets 2,302 801 126 Investments, property and equipment, net 167 108 17 Outstanding amounts, affiliated companies 10,000 20,000 3,138 Investments in affiliated companies 97,663 106,374 16,692 --------------- --------------- --------------- TOTAL ASSETS 248,718 240,796 $ 37,785 =============== =============== =============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities 7,998 6,716 $ 1,054 --------------- --------------- --------------- Total liabilities 7,998 6,716 1,054 Provisions: Restructuring charges 13,686 11,864 1,862 --------------- --------------- --------------- Total provisions 13,686 11,864 1,862 Shareholders' equity 227,034 222,216 34,869 --------------- --------------- --------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 248,718 240,796 $ 37,785 =============== =============== ===============
The balance sheets and statements of income include a convenience translation for the most recent reporting period by applying the quarter-end exchange rate of DKK 6.3728 per US$1.00. This translation should not be construed to imply that the DKK amounts actually represent, or have been or could have been converted to, U.S. dollars. -4- OLICOM A/S Investments in Affiliated Companies as of September 30, 2003
SHAREHOLDING(NON-DILUTED) INVESTMENT (DKK 1,000) ------------------------- ---------------------- Danacell A/S 16.7% 1,229 Decuma AB 16.8% 14,300 Hymite A/S 19.3% 13,000 ITE ApS 100.0% 22,373 LH Comlog A/S 22.5% 12,500 Scalado AB 37.3% 16,261 Sifira A/S 57.2% 17,961 T-Pack A/S 22.3% 12,500 INVESTMENTS IN TOTAL 110,124 Write-down (3,750) Write-up 0 INVESTMENTS IN AFFILIATED COMPANIES 106,374
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