Edgar Filing: PIONEER CORP

PIONEER CORPORATION

FORM 6-K

SECURITIES AND 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

For the month of February, 2005

Commission File Number 1-7616

PIONEER CORPORATION

(Translation of registrant’s name into English)

4-1, MEGURO 1-CHOME, MEGURO-KU, TOKYO 153-8654, JAPAN
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:


Form 20-F þ		Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes o		No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

TABLE OF CONTENTS


SIGNATURES
Pioneer Announces Third-Quarter and Nine-Month Results for Fiscal 2005

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.


		PIONEER CORPORATION (Registrant)
Date: February 1, 2005
	By	/s/ Kaneo Ito
		Kaneo Ito President and Representative Director

This report on Form 6-K contains the following:

1.	The announcement released by the Company to the press in Japan dated January 31, 2005, concerning its consolidated third-quarter and nine-month business results, for the period ended December 31, 2004.

For Immediate Release
January 31, 2005

Pioneer Announces Third-Quarter and Nine-Month Results for Fiscal 2005

TOKYO — Pioneer Corporation today announced its consolidated third-quarter and nine-month business results, for the period ended December 31, 2004.

Consolidated Financial Highlights


								(In millions of yen except per share information)
	Three months							Nine months
	ended December 31							ended December 31
					% to							% to
					prior							prior
	2004		2003		year			2004		2003		year
Operating revenue	¥	196,303	¥	198,022		99.1	%	¥	541,350	¥	518,004		104.5	%
Operating income		1,632		16,689		9.8			14,905		34,247		43.5
Income from continuing operations before income taxes		3,514		15,860		22.2			15,952		32,445		49.2
Income from continuing operations		1,785		9,087		19.6			6,594		16,923		39.0
Net income	¥	1,785	¥	9,140		19.5	%	¥	6,594	¥	21,615		30.5	%
Basic earnings per share:
Income from continuing operations	¥	10.17	¥	51.80				¥	37.59	¥	96.46
Income from discontinued operations, net of tax		—		0.30					—		26.75
Net income	¥	10.17	¥	52.10				¥	37.59	¥	123.21
Diluted earnings per share:
Income from continuing operations	¥	8.98	¥	51.78				¥	33.43	¥	96.44
Income from discontinued operations, net of tax		—		0.30					—		26.74
Net income	¥	8.98	¥	52.08				¥	33.43	¥	123.18

Note:

As a result of the sales of subsidiaries in the audio/video software business in fiscal 2004, the gain on such sales, as well as the operating results of the discontinued operations, are presented as a separate line item in consolidated statements of income in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Previously reported amounts have been reclassified accordingly.

-1-

Consolidated Business Results

The third quarter of fiscal 2005, ended December 31, 2004, resulted in consolidated operating revenue of ¥196,303 million (US$1,887.5 million), down 0.9% from the corresponding period in the previous year. Profitability dropped sharply, as operating income was ¥1,632 million (US$15.7 million), a 90.2% decrease, and net income was ¥1,785 million (US$17.2 million), an 80.5% decrease. The average value of the yen was up 2.8% against the U.S. dollar and down 5.6% against the euro from the corresponding period in the previous year.

Home Electronics sales increased 6.2% to ¥97,078 million (US$933.4 million) from the corresponding period last year. In Japan, sales rose 7.5% to ¥30,324 million (US$291.6 million) primarily due to a large increase in sales of plasma displays, including the expansion of our OEM (original equipment manufacturing) business, despite the decreased sales of DVD recorders as well as recordable DVD drives for personal computers (PCs). Overseas sales also rose 5.6% to ¥66,754 million (US$641.9 million) primarily due to an increase in sales of plasma displays worldwide and DVD recorders in Europe, despite a decrease in sales of DVD players worldwide, recordable DVD drives for PCs in Europe and audio products in Europe and Asia, as well as withdrawal of our digital cable TV set-top box business in North America.

Car Electronics sales decreased to ¥69,375 million (US$667.1 million), down 7.7% from the corresponding period in the previous year. In Japan, sales decreased 14.3% to ¥29,578 million (US$284.4 million), primarily reflecting decreased sales of car navigation systems in the consumer market, influenced by demand lower than initially expected, and OEM products. Overseas sales decreased 2.1% to ¥39,797 million (US$382.7 million), primarily due to a decrease in sales of car audio products in the consumer market worldwide, despite a strong increase in sales of car navigation systems in Europe and North America.

Royalty revenue from Patent Licensing decreased 20.0% from the corresponding period in the previous year to ¥1,407 million (US$13.5 million), reflecting the expiration of patents included in a larger portfolio of patents licensed to the optical disc industry.

Others sales decreased 4.1% from the corresponding period in the previous year to ¥28,443 million (US$273.5 million). In Japan, sales decreased by 20.4% to ¥13,338 million (US$128.3 million) primarily due to a decrease in sales of organic light-emitting diode (OLED) display panels and a sales shift from Japan to China of devices for cellular phones and semiconductors related to laser pickups, despite an increase in sales of factory automation systems. Overseas, sales were up 17.2% to ¥15,105 million (US$145.2 million), primarily due to increased sales in China of devices for cellular phones and semiconductors related to laser pickups, despite decreased sales of optical disc manufacturing systems in Southeast Asia.

- 2 -

Operating income decreased 90.2% from the corresponding period of the previous year to ¥1,632 million (US$15.7 million). Due mainly to intensified price competition, market prices of our major products dropped, which adversely affected gross profit margin. Net income was ¥1,785 million (US$17.2 million), an 80.5% decrease from the corresponding period of the previous year.

Nine-month results — Operating revenue for the nine-month period ended December 31, 2004 was ¥541,350 million (US$5,205.3 million), a 4.5% increase, while net income for the period was ¥6,594 million (US$63.4 million), a 69.5% decrease, each compared with the corresponding period in the previous year.

Cash Flows

Cash flows from operating activities for the third quarter ended December 31, 2004 decreased by ¥2,300 million to ¥6,985 million (US$67.2 million), from ¥9,285 million for the corresponding period of the previous year. Net cash used in investing activities was ¥19,548 million (US$188.0 million), up ¥4,695 million in comparison with ¥14,853 million for the corresponding period of the previous year, due mainly to an increase in capital expenditures.

Business Forecasts for Fiscal 2005

Assuming that the yen-U.S. dollar and the yen-euro exchange rates average ¥100 and ¥130, respectively, through the end of fiscal 2005, ending March 31, 2005, we have revised downward our consolidated business forecasts for fiscal 2005, from those announced on October 28, 2004, as follows:


						(In millions of yen)
	Revised			Previous
	projections			projections		Results
	for fiscal 2005			for fiscal 2005		for fiscal 2004
Operating revenue	¥	730,000		¥	800,000	¥	700,885
Operating income		2,000			27,000		43,719
Income before income taxes		0			25,000		41,848
Net income (loss)	¥	(8,000	)	¥	10,000	¥	24,838

The projection of operating revenue for fiscal 2005 is revised downward, reflecting intensified competition and rapid decline of market prices of our major products such as plasma displays, DVD recorders and recordable DVD drives.

The projections for fiscal 2005 of operating income, income before income taxes and net income are also revised downward, reflecting our forecast of the sales decline from our expectation last time of our major products mentioned above, the decrease in gross profit margin, mainly due to the fall of market prices and the decrease of production level in terms of units, and the disposal and the write-down of inventories.

- 3 -

Cautionary Statement with Respect to Forward-Looking Statements

Statements made in this release with respect to our current plans, estimates, strategies and beliefs, and other statements that are not historical facts are forward-looking statements about our future performance. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. We caution that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, and therefore you should not place undue reliance on them. You also should not believe that it is our obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We disclaim any such obligation. Risks and uncertainties that might affect us include, but are not limited to, (i) general economic conditions in our markets, particularly levels of consumer spending; (ii) exchange rates, particularly between the yen and the U.S. dollar, euro, and other currencies in which we make significant sales or in which our assets and liabilities are denominated; (iii) our ability to continue to design and develop and win acceptance of our products and services, which are offered in highly competitive markets characterized by continual new product introductions, rapid developments in technology and subjective and changing consumer preferences; (iv) our ability to successfully implement our business strategies; (v) our ability to compete, and develop and implement successful sales and distribution strategies in light of technological developments in and affecting our businesses; (vi) our continued ability to devote sufficient resources to research and development, and capital expenditure; (vii) our ability to continuously enhance our brand image; (viii) the success of our joint ventures and alliances; and (ix) the outcome of contingencies.

Pioneer Corporation is one of the leading manufacturers of consumer- and business-use electronics products such as audio, video and car electronics on a global scale. Its shares are traded on the New York Stock Exchange (ticker symbol PIO), Euronext Amsterdam, Tokyo Stock Exchange, and Osaka Securities Exchange.

# # # # # #

The U.S. dollar amounts in this release represent translation of Japanese yen, for convenience only, at the rate of ¥104=US$1.00, the approximate rate prevailing on December 31, 2004.

Attached are consolidated financial statements for the three months and the nine months ended December 31, 2004.

For further information, please contact:
Investor Relations Department, Corporate Communications Division
Pioneer Corporation, Tokyo
Phone: +81-3-3495-6774 / Fax: +81-3-3495-4301
E-mail: pioneer_ir@post.pioneer.co.jp
Website: http://www.pioneer.co.jp/corp/ir/index-e.html

- 4 -

Pioneer Corporation and Subsidiaries

(1)

OPERATING REVENUE BY SEGMENT


								(In millions of yen)
	Three months ended December 31
	2004					2003					% to
			% to					% to			prior
	Amount		total			Amount		total			year
Domestic	¥	30,324		15.4	%	¥	28,199		14.2	%		107.5	%
Overseas		66,754		34.1			63,241		32.0			105.6

Home Electronics		97,078		49.5			91,440		46.2			106.2

Domestic		29,578		15.1			34,514		17.4			85.7
Overseas		39,797		20.2			40,658		20.6			97.9

Car Electronics		69,375		35.3			75,172		38.0			92.3

Domestic		—		—			—		—			—
Overseas		1,407		0.7			1,759		0.9			80.0

Patent Licensing		1,407		0.7			1,759		0.9			80.0

Domestic		13,338		6.8			16,760		8.5			79.6
Overseas		15,105		7.7			12,891		6.4			117.2

Others		28,443		14.5			29,651		14.9			95.9

Domestic		73,240		37.3			79,473		40.1			92.2
Overseas		123,063		62.7			118,549		59.9			103.8

Total	¥	196,303		100.0	%	¥	198,022		100.0	%		99.1	%


								(In millions of yen)
	Nine months ended December 31
	2004					2003					% to
			% to					% to			prior
	Amount		total			Amount		total			year
Domestic	¥	65,988		12.2	%	¥	60,885		11.8	%		108.4	%
Overseas		154,774		28.6			148,838		28.7			104.0

Home Electronics		220,762		40.8			209,723		40.5			105.3

Domestic		91,362		16.9			91,624		17.7			99.7
Overseas		132,338		24.4			125,388		24.2			105.5

Car Electronics		223,700		41.3			217,012		41.9			103.1

Domestic		—		—			—		—			—
Overseas		8,146		1.5			10,163		2.0			80.2

Patent Licensing		8,146		1.5			10,163		2.0			80.2

Domestic		39,873		7.3			44,254		8.5			90.1
Overseas		48,869		9.1			36,852		7.1			132.6

Others		88,742		16.4			81,106		15.6			109.4

Domestic		197,223		36.4			196,763		38.0			100.2
Overseas		344,127		63.6			321,241		62.0			107.1

Total	¥	541,350		100.0	%	¥	518,004		100.0	%		104.5	%

Pioneer Corporation and Subsidiaries

(2)

CONSOLIDATED STATEMENTS OF INCOME


				(In millions of yen)
	Three months ended December 31
							% to
	2004			2003			prior year
Operating revenue:
Net sales	¥	194,896		¥	196,263			99.3	%
Royalty revenue		1,407			1,759			80.0

Total operating revenue		196,303			198,022			99.1

Operating costs and expenses:
Cost of sales		149,418			134,462			111.1
Selling, general and administrative		45,253			46,871			96.5

Total operating costs and expenses		194,671			181,333			107.4

Operating income from continuing operations		1,632			16,689			9.8
Other income (expenses):
Interest income		530			377			140.6
Foreign exchange gain (loss)		1,512			(867	)		—
Interest expense		(506	)		(503	)		100.6
Other—net		346			164			211.0

Total other income (expenses)		1,882			(829	)		—

Income from continuing operations before income taxes		3,514			15,860			22.2
Income taxes		1,090			6,159			17.7
Minority interest in earnings of subsidiaries		(65	)		(382	)		17.0
Equity in losses of affiliated companies		(574	)		(232	)		247.4

Income from continuing operations		1,785			9,087			19.6
Income from discontinued operations, net of tax		—			53			—

Net income	¥	1,785		¥	9,140			19.5	%


				(In millions of yen)
	Nine months ended December 31
							% to
	2004			2003			prior year
Operating revenue:
Net sales	¥	533,204		¥	507,841			105.0	%
Royalty revenue		8,146			10,163			80.2

Total operating revenue		541,350			518,004			104.5

Operating costs and expenses:
Cost of sales		400,296			353,790			113.1
Selling, general and administrative		126,149			129,967			97.1

Total operating costs and expenses		526,445			483,757			108.8

Operating income from continuing operations		14,905			34,247			43.5
Other income (expenses):
Interest income		1,320			1,107			119.2
Foreign exchange gain (loss)		351			(1,872	)		—
Interest expense		(1,195	)		(1,689	)		70.8
Other—net		571			652			87.6

Total other income (expenses)		1,047			(1,802	)		—

Income from continuing operations before income taxes		15,952			32,445			49.2
Income taxes		6,634			12,979			51.1
Minority interest in earnings of subsidiaries		(625	)		(550	)		113.6
Equity in losses of affiliated companies		(2,099	)		(1,993	)		105.3

Income from continuing operations		6,594			16,923			39.0
Income from discontinued operations, net of tax		—			4,692			—

Net income	¥	6,594		¥	21,615			30.5	%

Pioneer Corporation and Subsidiaries

(3)

CONSOLIDATED BALANCE SHEETS


										(In millions of yen)
	December 31									March 31
							Increase/						Increase/
	2004			2003			(Decrease)			2004			(Decrease)
ASSETS
Current assets:
Cash and cash equivalents	¥	115,607		¥	132,740		¥	(17,133	)	¥	192,419		¥	(76,812	)
Trade receivables, less allowance		128,473			125,664			2,809			112,055			16,418
Inventories		131,974			116,217			15,757			107,806			24,168
Others		71,356			63,565			7,791			67,508			3,848

Total current assets		447,410			438,186			9,224			479,788			(32,378	)

Investments and long-term receivables		31,001			29,639			1,362			33,725			(2,724	)
Property, plant and equipment, less depreciation		208,307			155,174			53,133			156,201			52,106
Intangible assets		25,362			18,065			7,297			18,966			6,396
Other assets		38,940			39,919			(979	)		33,862			5,078

Total assets	¥	751,020		¥	680,983		¥	70,037		¥	722,542		¥	28,478


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt	¥	50,385		¥	41,424		¥	8,961		¥	27,837		¥	22,548
Trade payables		104,962			88,329			16,633			79,439			25,523
Others		94,004			109,157			(15,153	)		116,022			(22,018	)

Total current liabilities		249,351			238,910			10,441			223,298			26,053

Long-term debt		86,416			28,500			57,916			89,691			(3,275	)
Other long-term liabilities		59,302			72,071			(12,769	)		58,771			531
Minority interests		17,941			17,728			213			17,844			97
Shareholders’ equity:
Common stock		49,049			49,049			—			49,049			—
Capital surplus		82,674			82,379			295			82,464			210
Retained earnings		278,119			272,688			5,431			273,718			4,401
Accumulated other comprehensive loss		(61,366	)		(69,882	)		8,516			(61,829	)		463
Treasury stock		(10,466	)		(10,460	)		(6	)		(10,464	)		(2	)

Total shareholders’ equity		338,010			323,774			14,236			332,938			5,072

Total liabilities and shareholders’ equity	¥	751,020		¥	680,983		¥	70,037		¥	722,542		¥	28,478


Breakdown of accumulated other comprehensive income (loss)
Minimum pension liability adjustments	¥	(21,752	)	¥	(31,032	)	¥	9,280		¥	(22,930	)	¥	1,178
Net unrealized holding gain on securities		8,743			6,613			2,130			9,103			(360	)
Cumulative foreign currency translation adjustments		(48,357	)		(45,463	)		(2,894	)		(48,002	)		(355	)

Total accumulated other comprehensive income (loss)	¥	(61,366	)	¥	(69,882	)	¥	8,516		¥	(61,829	)	¥	463

Pioneer Corporation and Subsidiaries

(4)

CONSOLIDATED STATEMENTS OF CASH FLOWS


							(In millions of yen)
	Three months ended						Nine months ended
	December 31						December 31
	2004			2003			2004			2003
I. Operating activities:
Net income	¥	1,785		¥	9,140		¥	6,594		¥	21,615
Income from discontinued operations, net of tax		—			(53	)		—			(4,692	)
Depreciation and amortization		14,353			9,772			35,640			28,615
Increase in trade receivables		(10,113	)		(22,871	)		(9,698	)		(21,949	)
(Increase) decrease in inventories		1,147			(6,741	)		(17,667	)		(27,725	)
Increase in trade payables		6,264			12,400			13,432			27,464
Increase (decrease) in other accrued liabilities		(4,323	)		36			(15,508	)		5,141
Other		(2,128	)		7,602			(9,839	)		3,927

Net cash provided by operating activities		6,985			9,285			2,954			32,396

II. Investing activities:
Payment for purchase of fixed assets		(19,194	)		(14,877	)		(45,478	)		(42,998	)
Payment for purchase of subsidiary		(64	)		—			(36,679	)		—
Other		(290	)		24			48			3,647

Net cash used in investing activities		(19,548	)		(14,853	)		(82,109	)		(39,351	)

III. Financing activities:
Increase in short-term borrowings and long-term debt		9,802			5,342			6,768			9,952
Dividends paid		(2,193	)		(2,193	)		(4,386	)		(3,947	)
Other		(105	)		(102	)		(428	)		(293	)

Net cash provided by financing activities		7,504			3,047			1,954			5,712

Effect of exchange rate changes on cash and cash equivalents		(3,270	)		(2,675	)		389			(8,497	)

Net decrease in cash and cash equivalents		(8,329	)		(5,196	)		(76,812	)		(9,740	)
Cash and cash equivalents, beginning of period		123,936			137,936			192,419			142,480

Cash and cash equivalents, end of period	¥	115,607		¥	132,740		¥	115,607		¥	132,740



Free cash flow (I + II)	¥	(12,563	)	¥	(5,568	)	¥	(79,155	)	¥	(6,955	)

Pioneer Corporation and Subsidiaries

(5)

SEGMENT INFORMATION

The following segment information is prepared pursuant to the regulations under the Securities and Exchange Law of Japan.


													(In millions of yen)
	Three months ended December 31
	2004						2003						% to prior year
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenue			Income			Revenue			Income			Revenue			Income
Home Electronics	¥	97,273		¥	(2,499	)	¥	91,792		¥	7,992			106.0	%		—	%
Car Electronics		69,668			2,963			76,426			7,671			91.2			38.6
Patent Licensing		1,805			1,381			2,348			1,681			76.9			82.2
Others		38,223			(307	)		40,347			1,067			94.7			—

Total		206,969			1,538			210,913			18,411			98.1			8.4
Corporate and elimination		(10,666	)		94			(12,891	)		(1,722	)		—			—

Consolidated	¥	196,303		¥	1,632		¥	198,022		¥	16,689			99.1	%		9.8	%


													(In millions of yen)
	Nine months ended December 31
	2004						2003						% to prior year
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenue			Income			Revenue			Income			Revenue			Income
Home Electronics	¥	221,995		¥	(5,888	)	¥	210,712		¥	4,393			105.4	%		—	%
Car Electronics		224,670			13,840			218,917			21,786			102.6			63.5
Patent Licensing		9,385			8,148			11,721			9,900			80.1			82.3
Others		118,448			1,134			109,493			1,226			108.2			92.5

Total		574,498			17,234			550,843			37,305			104.3			46.2
Corporate and elimination		(33,148	)		(2,329	)		(32,839	)		(3,058	)		—			—

Consolidated	¥	541,350		¥	14,905		¥	518,004		¥	34,247			104.5	%		43.5	%

Notes:

1.	The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

2.	The consolidated financial statements include the accounts of the parent company and 128 subsidiaries and the investments in 5 affiliated companies accounted for on an equity basis.

3.	As a result of the sales of subsidiaries in the audio/video software business in fiscal 2004, the operating results of the discontinued operations are presented as a separate line item in consolidated statements of income in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Reclassifications have been made to consolidated statements of cash flows and segment information to conform to this presentation.

4.	At the year end of fiscal 2004, the Company changed business segment classification for certain businesses. Results related to recordable DVD drives have been moved from “Others” to “Home Electronics”, and results related to plasma displays for business use have been moved from “Home Electronics” to “Others”. Corresponding figures for the previously reported operating revenue by segment and segment information have been reclassified accordingly.

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Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents