Quarterly Report • May 6, 2010
Quarterly Report
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1 January – 31 March
| in 1 million | Q1 / 2010 | Q1 / 2009 | Change |
|---|---|---|---|
| Continuing operations | |||
| Order entry | 32.3 | 15.9 | 103.1% |
| Order backlog as of 03/31 | 75.4 | 59.2 | 27.4% |
| Total sales | 21.9 | 22.5 | -2.7% |
| Sales margin | -4.9% | -4.9% | 0.0%-points |
| Gross profit | 6.8 | 9.2 | -26.1% |
| Gross margin | 31.1% | 40.9% | -9.8%-points |
| Costs of sales | 15.1 | 13.3 | 13.5% |
| R&D costs | 1.5 | 1.3 | 15.4% |
| Continuing operations | |||
| EBITDA | 1.6 | 0.5 | 220.0% |
| EBITDA margin | 7.4% | 2.2% | 5.2%-points |
| EBIT | -0.1 | -0.8 | 87.5% |
| EBIT margin | -0.2% | -3.6% | 3.4%-points |
| Earnings after tax | -0.7 | -1.1 | 36.4% |
| Earnings per share | -0.04 | -0.06 | 33.3% |
| Continuing and discontinued operations | |||
| Earnings after tax | -1.1 | -1.1 | 0.0% |
| Earnings per share | -0.06 | -0.06 | 0.0% |
| Balance sheet and cash flow | |||
| Equity | 86.6 | 91.1 | -4.9% |
| Equity ratio | 60.9% | 62.0% | -1.1%-points |
| Return on equity | -1.2% | -1.2% | 0.0%-points |
| Balance sheet total | 142.3 | 146.9 | -3.1% |
| Net cash | 11.0 | 11.6 | -5.2% |
| Free cash flow* | -1.3 | 1.9 | -168.4% |
| Further key figures | |||
| Investments | 0.6 | 1.9 | -68.4% |
| Investment ratio | 2.9% | 6.9% | -4.0%-points |
| Depreciation | 1.7 | 1.3 | 30.8% |
| Employees as of 03/31** | 579 | 521 | 11.1% |
| Employees as of 03/31*** | 585 | 659 | -11.2% |
* before consideration of purchase or sale of available-for-sale securities and before
consideration of extraordinary items from purchase or sale of subsidiaries
** continuing operations
*** continuing and discontinued operations
| Foreword by the Management Board | 04 |
|---|---|
| Highlights Highlights 2010 |
06 |
| Investor Relations | |
| Investor Relations | 08 |
| The SUSS MicroTec Share |
08 |
| Ownership Information as of March 31, 2010 | 09 |
| Share Ownership by Officers and Related Parties | |
| as of March 31, 2010 | 09 |
| Business Development | |
| Overview | 10 |
| Orders Position and Sales by Region | 10 |
| Lithography Division | 11 |
| Substrate Bonder Division | 12 |
| Photomask Equipment Division | 12 |
| Others Division | 13 |
| Financial Report (IFRS ) |
|
| Consolidated Statement of Income | 14 |
| Statement of Comprehensive Income | 15 |
| Consolidated Balance Sheet | 16 |
| Consolidated Statement of Cash Flows | 18 |
| Consolidated Statement of Shareholders' Equity | 20 |
| Segment Reporting | 22 |
| Selected Explanatory Notes | 24 |
| Service | |
| Legal Structure of the Group | 30 |
| Financial Calendar 2010 | 31 |
The first quarter of the 2010 fiscal year was predominantly shaped by the successful conclusion of two strategic investment and divestment projects. As a result of the sale of the Test Systems division to the American competitor Cascade Microtech, Inc., we will be able to focus from now on entirely on our manufacturing solutions for microstructuring in microelectronics. Parallel to the sale, we acquired HamaTech APE, the world's leading supplier of equipment for the cleaning of photo masks in semiconductor lithography, from Singulus Technologies AG. With the acquisition, we not only strategically expanded our product portfolio in the area of wet processing, but with the purchase of the modern production facility at HamaTech's Sternenfels site, we simultaneously set the stage for its expansion into a Group-wide competence center for wet processing. The consolidation of the two neighboring production sites at Vaihingen and Sternenfels is already underway and will be completed as early as the first half of 2010.
While order entry of 132.3 million in the first three months (Q1 2009: 115.9 million; +103.1%) particularly reflected the readiness of Asian production clients to invest, sales of 121.9 million in the first quarter were at a similar level to the corresponding quarter of the previous year (Q1 2009: 122.5 million). The subdued sales development in the months from January to March was primarily influenced by the extraordinarily strong sales generation in the fourth quarter and discharging delays in the Substrate Bonder area. The order backlog as of March 31, 2010 rose by 27.4% compared with a year earlier to 175.4 million (March 31, 2009: 159.2 million).
Earnings before interest and taxes (EBIT) of 1-0.1 million were slightly negative, but significantly improved from the 1-0.8 million in the previous year. EBIT includes a gain of bargain purchase of 11.4 million from the purchase price allocation of HamaTech APE during its initial consolidation. Earnings after taxes (EAT) amounted to 1-1.1 million, compared with 1-1.1 million in the corresponding quarter of the previous year. The basic earnings per share (EPS) therefore totaled 1-0.06 (Q1 2009: 1-0.06).
The free cash flow before consideration of securities and extraordinary effects from M&A activities as of the end of the quarter came to 1-1.3 million, after 11.9 million in the corresponding period in the previous year. As of March 31, 2010, SUSS MicroTec Group therefore had cash and interestbearing securities of 122.8 million (March 31, 2009: 124.4 million). As a result of the HamaTech acquisition, the net cash position declined in comparison to the end of the 2009 fiscal year from 118.4 million to 1 11.0 million as of the end of the quarter (March 31, 2009: 111.6 million).
Michael Knopp
Frank Averdung CEO
We are currently assuming that in the current fiscal year the Company will achieve sales of over 1120 million as well as an improved EBIT compared to the previous year and a positive free cash flow (before completed M&A transactions are taken into account).
Garching, Germany, May 2010
Frank Averdung Michael Knopp Chief Executive Officer Chief Financial Officer
At the very beginning of the new fiscal year, SUSS MicroTec was already able to conclude two strategic investment and divestment projects successfully. Through the acquisition of HamaTech APE, one of the world's leading equipment suppliers for the cleaning of photo masks in the semiconductor industry, the Company strategically extended its product portfolio in the area of wet processing, which previously consisted of the Coater and Developer lines. With the acquisition of the state-of-the-art HamaTech production facility at the Sternenfels site, we have simultaneously set the stage for its expansion into a Group-wide competence center. The consolidation of the Vaihingen and Sternenfels production sites in Germany is already underway. Parallel to the acquisition of HamaTech APE, SUSS MicroTec severed its ties to its subsidiary SUSS MicroTec Test Systems GmbH, which is located in Sacka near Dresden. The recently unprofitable Test Systems division was sold to the American competitor Cascade Microtech, Inc., one of the world's leading manufacturers of electronic probe and testing systems for integrated circuits.
New Subsidiary HamaTech APE Successfully Completed Initital Stage of Cooperation Program with Belgian Interuniversity Microelectronics Center (IMEC)
In mid-February, IMEC, the Belgian research center for nanoelectronics, was the first and only institute in the world to equip its cleanroom with a mask integrity infrastructure for extreme ultraviolet lithography (EUV) cleaning research, made possible through a development cooperation agreement with HamaTech APE. With the successful installation of MaskTrack Pro, a mask cleaning and processing system, HamaTech APE successfully concluded the first phase of the development cooperation agreement. Both partners are pursuing the goal of developing a process by the end of 2010 that enables the
1
gentle cleaning of EUV masks and their sensitive structures while reducing the risk of contamination during handling or storage.
Q-Technology Limited (Q-Tech), a globally operating manufacturer of compact camera modules, successfully completed the installation of a complete equipment set from SUSS MicroTec in Kunshan, in the Jiangsu Province of China. Q-Tech now uses not only SUSS MicroTec's 200mm Mask and Bond Aligner, but also its Spin and Spray Coater and Substrate Bonder for the manufacture of wafer-level cameras. The applied wafer-level camera technology involves an innovative manufacturing process, in which camera modules are assembled at the wafer level. This enables a significant reduction in module size compared with conventional manufacturing processes. Applications for cameras produced in this manner can be found in smartphones, PDAs, and cellular telephones, as well in security solutions.
The SUSS MicroTec share began the 2010 fiscal year at a price of 14.45. Despite positive corporate news, the share lost ground slightly in the first three months of the year and closed approximately 6% lower at 13.88 on March 31, 2010. By contrast, the Prime IG Semiconductor 60 90
industry index continued its positive momentum in the first quarter of 2010 and closed the quarter approximately 28% higher than at the end of 2009. TecDAX, the German share index for the 30 largest technology issues, did not display a decisive trend and ended the quarter up approximately 1%.
| Foreword | Highlights | Investor Relations | Business Performance | F inancial Report |
S ervice |
9 |
|---|---|---|---|---|---|---|
The average daily trading volume of SUSS MicroTec shares on all German stock exchanges increased in the first quarter of 2010 to 85,167 shares (Q1 2009: average daily trading volume of 25,544 shares).
| Share Ownership by Officers and Related Parties as of March 31, 2010 | ||
|---|---|---|
| Shares | Options | |
| Management Board | ||
| Frank Averdung | 27,500 | 67,500 |
| Michael Knopp | 22,500 | 97,500 |
| Supervisory Board | ||
| Dr. Stefan Reineck | 9,600 | 40,000 |
| Jan Teichert | 0 | 0 |
| Sebastian Reppegather | 0 | 0 |
While order entry of 132.3 million in the first three months (Q1 2009: 115.9 million) particularly reflected the readiness of Asian production clients to invest, sales of 121.9 million in the first quarter were 2.7% weaker than in the corresponding quarter in the previous year (Q1 2009: 122.5 million). The reasons for the subdued sales development in the months from January to March were primarily the extraordinarily strong sales generation in the fourth quarter and machine delivery delays in the Substrate Bonder area. The order backlog as of March 31, 2010 amounted to 175.4 million (March 31, 2009: 159.2 million).
Earnings before interest and taxes (EBIT) of 1-0.1 million were slightly negative, but significantly improved from the 1-0.8 million in the previous year. Operating income includes a gain of bargain purchase of 11.4 million, which was determined based on the purchase price allocation for HamaTech APE during its initial consolidation. Earnings after taxes (EAT) amounted to 1-1.1 million, compared with 1-1.1 million in the corresponding quarter of the previous year. The basic earnings per share (EPS) therefore totaled 1-0.06 (Q1 2009: 1-0.06).
The free cash flow before consideration of securities and extraordinary effects from M&A activities at the end of the quarter came to 1 -1.3 million after 1 1.9 million in the corresponding period in the previous year. As of March 31, 2010, SUSS MicroTec Group therefore had cash and interest-bearing securities of 122.8 million (March 31, 2009: 124.4 million). As a result of the HamaTech acquisition, the net cash position declined in comparison to the end of the 2009 fiscal year from 118.4 million to 1 11.0 million as of the end of the quarter (March 31, 2009: 111.6 million).
The regional distribution of orders demonstrated significant growth in all regions with the exception of Japan. Although the regions of North America (51.1%), Europe (124.1%), and Rest of Asia (147.9%) each recorded double-digit growth rates in order entry, order entry in the Japan region fell by 8.3% from the corresponding quarter in the previous year.
The distribution of sales by region demonstrates a trend contrary to that of the first quarter of last year. While the regions of North America (-37.5%) and Europe (-63.0%) each recorded significant declines in sales, the regions of Japan and the Rest of Asia recorded sales increases of 94.4% and 81.8%, respectively.
The Lithography division includes the development, manufacture, and sale of the Mask Aligner, Developer, and Coater product lines. These product lines are manufactured and produced in Germany at the locations in Garching near Munich and Vaihingen an der Enz. However, the relocation of Coater and Developer production from Vaihingen to Sternenfels, which is approximately 20km away, is scheduled for as early as the first half of 2010.
In the first three months of the 2010 fiscal year, the Lithography division experienced a significant upturn in order entry, while sales were slightly lower than in the previous year. Order entry of 126.2 million was 184.8% higher than its total of 19.2 million a year earlier. The reason for the positive trend was the revival of investment readiness on the part of Asian production clients. However, division sales in the first quarter of 2010 amounted to only 116.0 million after 116.9 million in the previous year's quarter. The division earnings improved from 11.4 million to 11.9 million.
The Substrate Bonder division comprises the development, production, and sale of the Substrate (Wafer) Bonder product line and is located at the site in Waterbury, Vermont (USA) site.
In the first quarter of the new fiscal year, the Substrate Bonder division recorded declines in both order entry and sales compared with the corresponding quarter in the previous year. While order entry fell by 20.3% to 14.7 million (Q1 2009: 15.9 million), sales dropped by 42.9% from 14.2 million to 12.4 million. The reason for the negative trend in sales was discharging delays for a few large production Bonders. Division earnings as of the end of the quarter of 1-2.1 million (Q1 2009: 1-0.5 million) deteriorated as a result of lower sales.
The Photomask Equipment division includes the development, manufacture, and sale of the HMx, ASx, and MaskTrack product lines of HamaTech APE GmbH & Co. KG, which was acquired on February 15, 2010. The development and production of specialized systems for the cleaning and processing of photo masks for the semiconductor industry are conducted at the Sternenfels site near Stuttgart.
The Photomask Equipment division achieved order entry of 10.3 million and division sales of 12.2 million in the one-month period since initial consolidation. Division earnings for the period under review in the first quarter recorded a loss of 10.5 million.
The Others division comprises the Mask business in Palo Alto, California (USA) that caters to the semiconductor industry and the Microoptics activities at the Neuchâtel, Switzerland location as well as the C4NP business as well as costs for central Group functions that generally cannot be attributed to the main divisions.
While division sales of 11.3 million remained constant compared with the previous year, order entry improved by 37.5% to 11.1 million (Q1 2009: 10.8 million). In quarterly comparison, the Mask business generated order entry growth of 10.1 million to 10.5 million (Q1 2009: 10.4 million). By contrast, sales fell compared with the previous year's quarter by 10.3 million to 10.5 million (Q1 2009: 10.8 million). However, the Micro-optics business was able to achieve increases in both order entry and sales. In the first three months of the year, order entry totaled 10.6 million after 10.4 million in the corresponding quarter of the previous year. Sales rose in quarterly comparison from 10.4 million to 10.7 million.
| 01/01/2010 – | 01/01/2009 – | |
|---|---|---|
| in 1 thousand | 03/31/2010 | 03/31/2009 |
| Sales | 21,893 | 22,451 |
| Cost of sales | -15,079 | -13,264 |
| Gross profit | 6,814 | 9,187 |
| Selling costs | -3,366 | -4,627 |
| Research and development costs | -1,499 | -1,268 |
| Administration costs | -3,679 | -3,490 |
| Other operating income | 2,484 | 1,172 |
| Other operating expenses | -805 | -1,776 |
| Analysis of net income from operations (EBIT): | 1,617 | 466 |
| Depreciation and amortization of tangible assets, intangible assets and investments in subsidiaries |
-1,668 | -1,268 |
| Net income from operations (EBIT) | -51 | -802 |
| Financial income/expense | -272 | -49 |
| Proft or loss from continuing operations before taxes | -323 | -851 |
| Income taxes | -387 | -202 |
| Proft or loss from continuing operations | -710 | -1,053 |
| Net profit or loss from discontinued operations (after taxes) | -364 | -20 |
| Profit or loss | -1,074 | -1,073 |
| Thereof equity holders of SUSS MicroTec | -1,084 | -1,058 |
| Thereof minority interests | 10 | -15 |
| Earnings per share (undiluted) | ||
| Basic earnings per share from continuing operations in 1 | -0.04 | -0.06 |
| Basic earnings per share from discontinued operations in 1 | -0.02 | 0.00 |
| Earnings per share (diluted) | ||
| Basic earnings per share from continuing operations in 1 | -0.04 | -0.06 |
| Basic earnings per share from discontinued operations in 1 | -0.02 | 0.00 |
| in 1 thousand | 01/01/2010 – 03/31/2010 |
01/01/2009 – 03/31/2009 |
|---|---|---|
| Net profit or loss | -1,074 | -1,073 |
| Fair value fluctuations of available for sale securities | -102 | 89 |
| Foreign currency adjustment | 1,655 | 1,586 |
| Cash flow hedges | 0 | -151 |
| Deferred taxes | 31 | 18 |
| Total income and expenses recognized in equity | 1,584 | 1,542 |
| Total income and expenses reported in the reporting period | 510 | 469 |
| Thereof equity holders of SUSS MicroTec | 500 | 490 |
| Thereof minority interests | 10 | -21 |
| in 1 thousand Assets |
03/31/2010 | 12/31/2009 |
|---|---|---|
| Non-current assets | 45,583 | 39,954 |
| Intangible assets | 14,784 | 13,837 |
| Goodwill | 13,599 | 13,599 |
| Tangible assets | 8,775 | 4,081 |
| Current tax assets | 177 | 121 |
| Other assets | 527 | 554 |
| Deferred tax assets | 7,721 | 7,762 |
| Current assets | 96,683 | 96,480 |
| Inventories | 53,625 | 40,790 |
| Accounts receivable | 14,752 | 14,842 |
| Other financial assets | 290 | 355 |
| Securities | 11,878 | 10,489 |
| Current tax assets | 72 | 265 |
| Cash and cash equivalents | 13,170 | 20,621 |
| Other assets | 2,896 | 1,595 |
| Assets classified as held for disposal | 0 | 7,523 |
| Total assets | 142,266 | 136,434 |
|---|---|---|
| y in 1 thousand Liabilities & share holders ' equit |
03/31/2010 | 12/31/2009 |
|---|---|---|
| Equity | 86,615 | 86,060 |
| Total equity attributable to shareholders of SUSS MicroTec AG | 86,404 | 85,859 |
| Subscribed capital | 17,019 | 17,019 |
| Reserves | 68,554 | 69,583 |
| Accumulated other comprehensive income | 831 | -743 |
| Minority interests | 211 | 201 |
| Non-current liabilities | 20,144 | 19,988 |
| Pension plans and similar commitments | 3,091 | 3,003 |
| Provisions | 675 | 711 |
| Financial debt | 10,720 | 10,962 |
| Other financial liabilities | 70 | 67 |
| Deferred tax liabilities | 5,588 | 5,245 |
| Current liabilities | 35,507 | 30,386 |
| Provisions | 3,190 | 1,772 |
| Tax liabilities | 584 | 595 |
| Financial debt | 1,003 | 1,747 |
| Other financial liabilities | 4,576 | 4,536 |
| Accounts payable | 7,002 | 4,458 |
| Other liabilities | 19,152 | 14,906 |
| Liabilities associated with assets classified as held for disposal | 0 | 2,372 |
| Total liabilities & shareholders' equity | 142,266 | 136,434 |
| in 1 thousand | 01/01/2010 – 03/31/2010 |
01/01/2009 – 03/31/2009 |
|---|---|---|
| Net profit or loss (after taxes) | -1,074 | -1,073 |
| Amortization of intangible assets | 944 | 869 |
| Depreciation of tangible assets | 739 | 474 |
| Profit or loss on disposal of intangible and tangible assets | 56 | 19 |
| Change of reserves on inventories | -668 | 694 |
| Change of reserves for bad debts | -43 | 40 |
| Non-cash stock based compensation | 47 | 28 |
| Non-cash income from the reversal of provisions | -74 | -76 |
| Other non-cash effective income and expenses | -409 | 60 |
| Bargain purchase arising from acquisition HamaTech | -1,438 | 0 |
| Gain from deconsolidation of SMTTS | -781 | 0 |
| Change in inventories | -5,754 | 610 |
| Change in accounts receivable | 2,670 | 8,946 |
| Change in other assets | -917 | -1,186 |
| Change in pension provisions | 203 | -23 |
| Change in accounts payable | 1,030 | -437 |
| Change in other liabilities and other provisions | 3,577 | -5,307 |
| Change of deferred taxes | 515 | 115 |
| Cash flow from operating activities – | ||
| continuing and discontinued operations | -1,377 | 3,753 |
| Cash flow from operating activities – continuing operations | -1,377 | 3,856 |
| 01/01/2010 – | 01/01/2009 – | |
|---|---|---|
| in 1 thousand | 03/31/2010 | 03/31/2009 |
| Disbursements for tangible assets | -523 | -176 |
| Disbursements for intangible assets | -111 | -1,689 |
| Purchases of current available-for-sale securities | 0 | -3,821 |
| Proceeds from redemption of available-for-sale securities | 1,014 | 0 |
| Payments for purchase of HamaTech | -8,771 | 0 |
| Proceeds from disposal of Test business | 2,708 | 0 |
| Cash flow from investing activities – continuing and discontinued operations |
-5,683 | -5,686 |
| Cash flow from investing activities – continuing operations | -5,683 | -5,684 |
| Repayment of bank loans | 0 | -19 |
| Change in current bank liabilities | -744 | -2,016 |
| Change in other financial debt | -242 | -48 |
| Cash flow from financing activities – | ||
| continuing and discontinued operations: | -986 | -2,083 |
| Cash flow from financing activities – continuing operations: | -986 | -2,083 |
| Adjustments to funds caused by exchange-rate fluctuations | 417 | 233 |
| Change in cash and cash equivalents | -7,629 | -3,783 |
| Funds at beginning of the year* | 20,799 | 20,603 |
| Funds at end of the period | 13,170 | 16,820 |
| Cash flow from operating activities includes: | ||
| Interest paid during the period | 21 | 38 |
| Interest received during period | 90 | 166 |
| Tax paid during the period | 92 | 163 |
| Tax refunds during the period | 2 | 132 |
* Cash and cash equivalents as of January 01, 2010 also includes cash assets attributable to available-for-sale assets and discontinued activities (1178 thousand).
| in 1 thousand | Subscribed capital | Additional paid-in capital |
|---|---|---|
| As of January 01, 2009 | 17,019 | 92,842 |
| Issuance of subscription rights | 28 | |
| Net profit loss or loss | ||
| Total income and expenses recognized in equity | ||
| As of March 31, 2009 | 17,019 | 92,870 |
| As of January 01, 2010 | 17,019 | 93,094 |
| Issuance of subscription rights | 47 | |
| Net profit loss or loss | ||
| Total income and expenses recognized in equity | ||
| As of March 31, 2010 | 17,019 | 93,141 |
| Equity | Minority interests |
Total equity attributable to shareholders of Suss MicroTec AG |
Accumulated other Comprehensive Income |
Retained Earnings |
Earnings reserve |
|---|---|---|---|---|---|
| 90,617 | 247 | 90,370 | -791 | -19,133 | 433 |
| 28 | 28 | ||||
| -1,073 | -15 | -1,058 | -1,058 | ||
| 1,542 | -6 | 1,548 | 1,548 | ||
| 91,114 | 226 | 90,888 | 757 | -20,191 | 433 |
| 86,060 | 201 | 85,859 | -743 | -23,944 | 433 |
| 47 | 47 | ||||
| -1,074 | 10 | -1,084 | -1,084 | ||
| 1,582 | 0 | 1,582 | 1,582 | ||
| 86,615 | 211 | 86,404 | 839 | -25,028 | 433 |
| Lithography | Substrate Bonder | Photomask Equipment |
|||||
|---|---|---|---|---|---|---|---|
| in 1 thousand | Q1/2010 | Q1/2009 | Q1/2010 | Q1/2009 | Q1/2010 | Q1/2009 | |
| External Sales | 15,998 | 16,892 | 2,428 | 4,224 | 2,155 | 0 | |
| Internal Sales | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total Sales | 15,998 | 16,892 | 2,428 | 4,224 | 2,155 | 0 | |
| Result per segment (EBIT) | 1,885 | 1,426 | -2,140 | -501 | -501 | 0 | |
| Income before taxes | 1,880 | 1,385 | -2,142 | -501 | -501 | 0 | |
| Significant non-cash items | 254 | -558 | -664 | -207 | 72 | 0 | |
| Segment assets | 54,272 | 59,660 | 31,190 | 23,980 | 7,873 | 0 | |
| – thereof Goodwill | 13,599 | 13,599 | 0 | 0 | 0 | 0 | |
| Unallocated assets | |||||||
| Total assets | |||||||
| Segment liabilities | -14,640 | -17,302 | -10,773 | -6,199 | -2,526 | 0 | |
| Unallocated liabilities | |||||||
| Total liabilities | |||||||
| Depreciation and amortisation | 474 | 590 | 702 | 350 | 115 | 0 | |
| – thereof scheduled | 474 | 590 | 702 | 350 | 115 | 0 | |
| – thereof impairment loss | 0 | 0 | 0 | 0 | 0 | 0 | |
| Capital expenditure | 183 | 348 | 315 | 540 | 1,962 | 0 | |
| Average workforce during the period | 320 | 342 | 121 | 112 | 85 | 0 |
| Sales | Capital expenditure | Assets | |||||
|---|---|---|---|---|---|---|---|
| in 1 thousand | Q1/2010 | Q1/2009 | Q1/2010 | Q1/2009 | Q1/2010 | Q1/2009 | |
| Europe | 3,858 | 12,555 | 6,268 | 1,305 | 70,790 | 69,507 | |
| North-America | 2,861 | 4,238 | 492 | 548 | 31,551 | 33,853 | |
| Japan | 3,965 | 2,626 | 28 | 11 | 2,986 | 6,405 | |
| Rest of Asia | 12,013 | 7,499 | 4 | 1 | 956 | 645 | |
| Rest of world | 153 | 12 | 27 | 0 | 1,867 | 0 | |
| Consolidation effects | 0 | 0 | 0 | 0 | -2,615 | -2,544 | |
| Total | 22,850 | 26,930 | 6,819 | 1,865 | 105,535 | 107,866 |
| Others | Continuing operations | Discontinued Operations (Test business) |
Consolidation effects | Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| Q1/2010 | Q1/2009 | Q1/2010 | Q1/2009 | Q1/2010 | Q1/2009 | Q1/2010 | Q1/2009 | Q1/2010 | Q1/2009 |
| 1,312 | 1,339 | 21,893 | 22,455 | 957 | 4,475 | - | - | 22,850 | 26,930 |
| 1,271 | 1,300 | 1,271 | 1,300 | 0 | 0 | -1,271 | -1,300 | 0 | 0 |
| 2,583 | 2,639 | 23,164 | 23,755 | 957 | 4,475 | -1,271 | -1,300 | 22,850 | 26,930 |
| 706 | -1,728 | -50 | -803 | -365 | -46 | - | - | -415 | -849 |
| 440 | -1,734 | -323 | -850 | -366 | -47 | - | - | -689 | -897 |
| -20 | 6 | -358 | -759 | 252 | -162 | - | - | -106 | -921 |
| 12,200 | 11,364 | 105,535 | 95,004 | 0 | 12,862 | - | - | 105,535 | 107,866 |
| 0 | 0 | 13,599 | 13,599 | 0 | 4,168 | - | - | 13,599 | 17,767 |
| 36,731 | 39,042 | ||||||||
| 142,266 | 146,908 | ||||||||
| -2,482 | -3,796 | -30,421 | -27,297 | 0 | -2,448 | - | - | -30,421 | -29,745 |
| -25,230 | -26,049 | ||||||||
| -55,651 | -55,794 | ||||||||
| 377 | 328 | 1,668 | 1,268 | 14 | 75 | - | - | 1,682 | 1,343 |
| 377 | 328 | 1,668 | 1,268 | 14 | 75 | - | - | 1,682 | 1,343 |
| 0 | 0 | 0 | 0 | 0 | 0 | - | - | 0 | 0 |
| 4,359 | 969 | 6,819 | 1,857 | 0 | 8 | - | - | 6,819 | 1,865 |
| 53 | 67 | 579 | 521 | 6 | 138 | - | - | 585 | 659 |
The consolidated financial statements of SUSS MicroTec AG as of December 31, 2009 have been prepared in accordance with the International Financial Reporting Standards (IFRSs) applied by the International Accounting Standards Board (IASB) as of the closing date. In the consolidated interim financial statements as of March 31, 2010, which were prepared on the basis of International Accounting Standards (IAS) 34 "Interim Financial Reporting," the same accounting methods were applied as in the consolidated financial statements for the 2009 fiscal year.
All of the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) in effect as of March 31, 2010 have been applied.
For additional information about specific accounting and measurement methods, please see the consolidated financial statements of SUSS MicroTec AG as of December 31, 2009.
The Group auditor, KPMG AGWirtschaftsprüfungsgesellschaft, has neither audited nor reviewed the interim financial statements.
The consolidated financial statements include the financial statements of SUSS MicroTec AG and of all material companies over which, independent of the level of its participatory investment, the proprietary company can exercise control (i.e. the control principle).
Compared with the consolidated financial statements as of December 31, 2009, the following changes were made to the scope of consolidation:
+ SUSS MicroTec AG sold the Test Systems division in accordance with the purchase agreement of January 27, 2010. The main component of the transaction was the complete sale of 100% of the shares in SUSS MicroTec Test Systems GmbH, located in Sacka near Dresden, Germany. SUSS MicroTec Test Systems GmbH was deconsolidated as of January 27, 2010.
+ With effect from February 15, 2010, SUSS MicroTec AG acquired 100% of the shares in HamaTech APE GmbH & Co. KG, based in Sternenfels, Germany, from Singulus Technologies AG. HamaTech APE GmbH & Co. KG was included in the consolidated financial statements for the first time in accordance with IAS 27 (rev. 2008) and IFRS 3 (rev. 2008) as of March 31, 2010.
There were no additional changes in the scope of consolidation.
On January 28, 2010, SUSS MicroTec AG announced the sale of the Test Systems division to Cascade Microtech Inc., which is based in Beaverton, Oregon (USA). The Test Systems division is located in Sacka, near Dresden. The site handles development, production, and distribution in Europe. In Asia and North America, sales are conducted via SUSS MicroTec subsidiaries or external representatives.
The main component of the transaction was the sale of all shares in SUSS MicroTec Test Systems GmbH. In addition, individual assets of foreign subsidiaries, also assigned to the Test Systems division, were sold.
The purchase price for the Test Systems division consisted of a fixed amount and an amount placed in escrow. The fixed component amounts to 14.5 million, of which 12.0 million was paid in cash and 12.5 million was paid in the common shares of the purchaser. An additional amount of 12.5 million has been placed in escrow and will be released to the seller upon meeting certain post-sale conditions. This could lead to a corresponding purchase price adjustment. As of March 31, 2010, 10.2 million had been released from the escrow account to SUSS MicroTec AG. In addition, SUSS MicroTec AG received 10.8 million in purchase price adjustments. The total amount of 11.0 million had already been taken into account in the previous year in the measurement of available-for-sale assets and liabilities.
On January 27, 2010, SUSS MicroTec Test Systems GmbH was deconsolidated. The gain from the deconsolidation amounted to 10.8 million. Overall, the EBIT of the Test Systems division (discontinued activities) was 1-0.4 million.
Effective February 15, 2010, SUSS MicroTec AG acquired 100% of the shares in HamaTech APE GmbH & Co. KG, based in Sternenfels, Germany, from Singulus Technologies AG. In addition, SUSS MicroTec AG acquired the land and company buildings at the Sternenfels site as well as a company loan of approximately 110.1 million.
The purchase price for the land and company buildings totaled 14.5 million. The purchase price for the shares in HamaTech APE GmbH & Co. KG and the company loan is comprised of a fixed component of approximately 13.5 million and an earn-out component of 11 million. In addition, SUSS MicroTec AG eliminated additional inter-company receivables of Singulus Technologies AG of approximately 11.0 million, which had resulted from the ongoing operations of HamaTech APE GmbH & Co. KG since January 1, 2010. As of March 31, 2010, SUSS MicroTec AG had paid the entire (fixed) purchase price of approximately 19.0 million. A provision of 10.8 million was formed for the earn-out component.
The acquisition of the shares and assets or liabilities is recorded in the consolidated financial statements of SUSS MicroTec AG in accordance with the International Financial Reporting Standards as a business combination, as stipulated in IAS 27 (rev. 2008) and IFRS 3 (rev. 2008). In this context, the acquired assets, liabilities, and contingent liabilities (with a few exceptions) are to be recognized at fair value at the time of acquisition (IFRS 3.18). In accordance with the guidelines of IFRS 3 in connection with IAS 38, not only assets appearing in the statement of financial position are to be taken into account, but also not yet recognized intangible assets.
Against this background, a purchase price allocation was conducted for the acquired assets and liabilities. The acquired assets and liabilities were recognized at the time of initial consolidation as follows:
| in 1 million |
Carrying value according to IFRS |
Recognized upon acquisition |
|---|---|---|
| Intangible assets | 3.1 | 1.3 |
| Tangible assets | 0.3 | 0.4 |
| Current assets | 7.6 | 7.6 |
| Total assets | 11.0 | 9.3 |
| Non-current liabilities | 0.0 | 0.0 |
| Current liabilities | 2.6 | 2.6 |
| Total liabilities | 2.6 | 2.6 |
| Net assets | 8.4 | 6.7 |
| Acquisition costs | 4.5 | |
| Provision for earn-out | 0.8 | |
| Bargain purchase | 1.4 |
Capitalized development costs of 12.7 million, which previously had been recognized under intangible assets, were measured at the time of acquisition at 10. Instead, previously unrecognized intangible assets of 10.9 million, which primarily related to the acquired technology, were capitalized. The measurement of the technology is based on planning for the years 2010 to 2013 and the resulting cash flows. In addition, hidden reserves within tangible assets of 10.1 million were disclosed.
Gain of bargain purchase of 11.4 million is recognized with affect on net income under other operating income in accordance with IFRS 3.34.
HamaTech APE GmbH & Co. KG's income and expenses in the month of March 2010 are recorded in the consolidated statement of income. In this period, HamaTech APE contributed to consolidated earnings after taxes, sales of 12.0 million and earnings of 1-0.5 million. If SUSS MicroTec AG had already acquired HamaTech at the beginning of the reporting period, consolidated sales and earnings after taxes would have totaled 122.2 million and 1-1.6 million, respectively.
As part of the purchase of HamaTech APE GmbH & Co. KG, the seller, Singulus Technologies AG, issued an equity capital guarantee to the effect that the equity capital of HamaTech APE GmbH & Co. KG calculated in accordance with the German Commercial Code (HGB) should not fall below a certain amount as of February 15, 2010. This equity capital guarantee did not perform properly. Due to the current uncertainty as to whether the seller will honor the contractual obligations, our claim to a settlement for the amount outstanding as of March 31, 2010 in accordance with IAS 37 (31) has not been taken into account in either the initial consolidation or in the consolidated financial statements.
On March 31, 2010, the previous bank consortium led by Fortis Bank was replaced by a new consortium led by Bayern LB. In March 2010, SUSS MicroTec AG signed credit agreements with the new bank consortium for a credit line of 16 million. The credit line initially runs until February 28, 2011 and was issued without covenants. Its primary purpose is to serve as backing for down payment guarantees.
The securities recognized in the statement of financial position as available for sale include – as in the previous year – corporate and government bonds. The securities have been measured at market prices. Any fluctuations in the market price are recognized in equity in other comprehensive income and therefore do not affect profit and loss.
Also disclosed under this item in the statement of financial position are the 747,530 Cascade shares – with a fair value of 12.3 million as of March 31, 2010 – obtained through the sale of the Test Systems division. Fluctuations in the market price are recognized in equity in other comprehensive income and therefore do not affect profit and loss.
Other issues influencing assets, liabilities, equity, the result for the period, or cash flows and unusual in terms of their nature, magnitude, or frequency, did not arise during the interim reporting period.
The presentation of the consolidated financial statements as of March 31, 2010 is analogous to the presentation as of December 31, 2009. There were no changes in presentation.
To the extent that estimates were made in the interim reports, the methodology underlying the estimates remained fundamentally the same during the fiscal year and in comparison to the previous fiscal year.
In a departure from the approach used at the end of the fiscal year, income tax expense in each interim reporting period is recorded on the basis of the best estimate of the weighted average annual income tax rate which is expected for the entire fiscal year.
SUSS MicroTec AG currently assumes that the annual income tax rate will deviate from the expected tax rate of approximately 28%. The primary reason for this is that the losses accrued by foreign subsidiaries cannot be capitalized.
Otherwise there are no changes requiring disclosure which would have a material impact on the current interim reporting period.
During the reporting period, no issuances, repurchases, or repayments occurred involving either bonds or equity securities.
During the reporting report, no dividend was distributed nor was such a distribution proposed.
No material events requiring disclosure occurred after the end of the interim reporting period.
There were no substantial changes in contingent liabilities since the previous reporting date of December 31, 2009.
Basic earnings per share are calculated by dividing the net profit or loss for the period (net of minority interests) by the average number of shares.
In order to calculate diluted earnings per share, the profit or loss for the period attributable to shareholders (net of minority interests) and the weighted average of outstanding shares are adjusted for the impact of all potential dilutive shares.
As a result of the quarterly loss, existing stock option plans were not taken into consideration in calculating diluted earnings per share since their inclusion would lead to a negative dilution effect.
In the previous year the Group was affected by the disclosure requirements of IAS 24 "Related Party Disclosures" with respect to business relationships with the since resigned Chairman of the Supervisory Board of SUSS MicroTec AG. The former Chairman of the Supervisory Board, Dr. Richter, was simultaneously a Management Board member of Thin Materials AG in Eichenau, Germany. In the first quarter of 2009, SUSS MicroTec AG concluded a cooperation agreement with this company. The agreement governs cooperation between the two companies in the area of thin wafer processing. As part of the agreement, SUSS MicroTec AG acquired intellectual property (IP) and expertise in the area of thin wafer handling for 10.9 million. The capitalized IP will be amortized over five years. At SUSS MicroTec AG's Shareholders' Meeting on June 24, 2009, Dr. Richter resigned from his position as Chairman of the Supervisory Board of the Company.
| May 6, 2010 |
|---|
| June,16 |
| June 23, 2010 |
| August 5, 2010 |
| September 15 – 16, 2010 |
| November 4, 2010 |
| November 22 – 24, 2010 |
Published by: SUSS MicroTec AG
Edited by: Investor Relations, Finance Concept and design: IR-One AG & Co., Hamburg Printer: BluePrint Group, Munich
Investor Relations Phone: +49 (0)89-32007-161 E-mail: [email protected]
Forward-looking statements: These reports contain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based oncurrent plans, estimates, and projections,and should be understood as such. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. We caution readers that a number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement.
SUSS MicroTec AG Schleissheimer Strasse 90 85748 Garching, Deutschland Phone: +49 (0)89-32007-0 E-mail: [email protected]
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