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Singulus Technologies AG

Quarterly Report May 7, 2009

394_10-q_2009-05-07_7b6ee58a-d92c-4c8e-b102-808fa0695c4b.pdf

Quarterly Report

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Report March 31, 2009

Consolidated Statements IFRS for Fiscal 2009 as of 03/31/09 (unaudited)

Business Trends and Situation of the SINGULUS TECHNOLOGIES Group

The business results of the first quarter 2009 of the SINGULUS TECHNOLOGIES AG (SINGULUS) reflect both the impacts of the current global economic crisis as well as the specific situation of the optical disc and solar industries. The investment behavior of our customers has become significantly more cautious since the end of 2008. Started projects are postponed and necessary orders placed as late as possible.

Accordingly, SINGULUS projected the budget for the business year 2009 cautiously and implemented company-wide provisions for measures to reduce the cost base. This includes personnel measures. The company reduced the headcount at Kahl am Main by 54 employees as of April 30, 2009. Further 36 employees will be laid-off at international subsidies. Since February 1, 2009 SINGULUS has introduced short-time work at Kahl am Main.

Sales of € 35.4 million in the 1st quarter 2009 were higher than in the same quarter one year ago (€ 30.3 million). In the 1st quarter 2009 earnings before interest and taxes (EBIT) in the amount of € -4.9 million were realized (previous year: € 0.3 million). This included restructuring charges in the amount of € 3.0 million related to the reduction of employees. The operating expenses (before extraordinary items) improved substantially in the first quarter 2009 compared with the prior-year period. The expenses for Research & Development, Sales & Marketing, Service and Administration declined by nearly 20 percent to € 13.4 million. The order intake was weak at € 17.4 million (previous year: € 84.4 million).

The gross profit margin improved significantly to 33.2 % compared with the previous year (21.7 %) and reflects the high share of Blu-ray and Solar equipment of overall sales.

Blu-ray Disc for better picture quality, higher colour brilliance and more sharpness.

Information about the new Blu-ray technology and the latest Blu-ray movie news can be find on the homepage of the German Blu-ray Association: http://www.blu-ray-experience.de.

Optical Disc activities in the 1st quarter 2009 restrained – increased project activities in the 2nd quarter

The significant decline in demand for CD and DVD producing machines has already begun in the 2nd half 2008 and still continues. Numerous used machines were offered in the market due to the bankruptcy or shut-down of CD and DVD producers in 2008 and the beginning of 2009. We expect the sales of machines for CD and DVD to remain weak in the remaining months of the business year 2009 as well.

There is brisk buying interest of our customers in terms of machines for the production of Blu-ray Discs. Difficult or lacking financing on the one hand and the uncertainty about the required capacity for 2009 on the other hand has currently led to the postponement of investment decisions. The company is satisfied with the technical performance of the BLULINE II irrespective of the current order activities for machines for the production of Blu-ray Disc. The delivered machines work technologically flawlessly and were clearly able to beat the competition in the market.

A success was achieved for our mastering machine CRYSTALLINE in April 2009. The first Blu-ray Disc master met the specifications for the Blu-ray dual layer technology with 50 gigabyte. This performance improvement will be transferred in the next couple of weeks to the systems already delivered to the market. Since there is only one other competitor in the market next to the CRYSTALLINE by SINGULUS Mastering, we see good sales prospects worldwide in the future.

The project activities in the optical disc market once again exhibit an upward trend after a quiet 1st quarter and make us cautiously optimistic for the second half of the year.

Business activities in the Solar segment restrained – pick-up projected in the 2nd half of 2009

As in many other sectors of machine and plant engineering, the global economic crisis also had a negative impact on the solar industry for the first time. In the first months of the business year 2009 in particular in the Solar sector a significant slow-down of activities was experienced. Difficulties in financing of new projects and the sluggish demand of end-consumers are the main reasons for restrained orders. The weak order intake in the 1st quarter is a result of this development.

Part of the public funds from the international economic stimulus programs will also be invested in the solar sector. Therefore, we expect that the market for production equipment for solar cells and modules will pick up during the 2nd half of 2009. In the medium-to long-term we continue to envisage good market and growth prospects for photovoltaic production equipment.

The STANGL Semiconductor Equipment AG (STANGL) commenced the market launch of the new wet-chemical cleaning machine LINEA for silicon solar cells at the 4th Photon Photovoltaic Technology Show in Munich. LINEA is a new inline machine for wet-chemical cleaning and etching of crystalline solar wafers.

Solar power plant with silicon solar modules

Thin-film solar technology – an area with high growth potential

Flexible solar cells on a building (ThyssenKrupp)

SINGULUS is extensively working on the process-technical commissioning and optimization of its new SINGULAR coating machine for silicon solar cells. The cooperation with the partner Q-Cells has yielded substantial progress in the performance. At the same time SINGULUS is holding sales talks with additional solar cell producers. The SINGULAR machine, which is developed at SINGULUS in Kahl am Main, is an important building block in the production process to reduce the cost of production of solar cells. In terms of the value-added chain it ties directly to the processing steps of the LINEA inline machines offered by STANGL.

Globally, SINGULUS and STANGL see a substantial increase in projects for thinfilm solar technology. Here, STANGL is leading with its wet-chemical cleaning equipment TENUIS and VITRUM for glass substrates and with the IMPEDIO machine for solar foils.

Through a cooperation with the Helmholtz Zentrum Berlin für Materialien und Energie (HZB) STANGL was able to develop a new process for the production of thin-film solar cells. The company therefore gained a substantial market lead in the development of the next generation of "dry" cleaning processes. The new Spray Ion Layer Gas Reaction Process (ILGAR) can be used for the application of indium sulfide buffer layers, which are capable of replacing cadmium in specific thin-film solar cells. The spray technology is reproducible, fast and cost-efficient.

STANGL is developing the prototype of a cleaning machine for the new ILGAR process and will market this technology exclusively for thin-film solar cells on glass and foil.

Semiconductors

The business activities in our Semiconductor division also decreased in the 1st quarter 2009 compared with the same period one year ago. This segment was unable to withdraw from the weakness in the semiconductor industry.

Merger of the HamaTech AG

On February 24, 2009 the merger of the HamaTech AG to the SINGULUS TECHNOLOGIES AG became effective with the entry of the merger into the Commercial Register. Therefore, the assets of the HamaTech AG including its liabilities have been transferred to the SINGULUS TECHNOLOGIES AG. The HamaTech AG ceased to exist with the merger. The listing of the shares of the HamaTech AG on the Regulated Market of the Frankfurt Stock Exchange (General Standard) was terminated with effect from February 25, 2009.

Upon request of the HamaTech AG the District Court Nuremberg-Fürth ordered on August 14, 2008 that the filing of lawsuits does not oppose the entry of the merger into the commercial register. The appeal against this order filed by some shareholders was finally dismissed by decision of the Higher Regional Court Nuremberg on February 17, 2009. Therefore, the registering of the merger in the commercial register can be performed.

SINGULUS and STANGL – Exhibition booth at Photon trade fair in Munich

To implement the merger the SINGULUS TECHNOLOGIES AG raised its nominal capital from authorized capital by € 409,064.00 by means of issue of 409,064 new shares. This capital increase was entered into the Commercial Register of the SINGULUS TECHNOLOGIES AG on February 24, 2009.

Order intake and order backlog

The order intake in the 1st quarter 2009 of € 17.4 million was significantly below the level achieved in the same period one year ago (€ 84.4 million). As of March 31, 2009 the order backlog amounted to € 52.2 million and was thus also below the prior-year level of € 109.9 million.

Sales and earnings

Sales in the 1st quarter 2009 of € 35.4 million exceeded the prior-year level of € 30.3 million. The percentage regional breakdown of sales for the 1st quarter 2009 was as follows: Europe 32.8 % (previous year: 61.1 %), Asia 23.3 % (previous year: 15.9 %), North and South America 40.6 % (previous year: 21.0 %) as well as Africa and Australia 3.3 % (previous year: 2.0 %).

The gross margin in the 1st quarter stood at 33.2 %, considerably above the level of the prior-year period (21.7 %).

In the 1st quarter 2009 earnings before interest and taxes (EBIT) in the amount of € -4.9 million were realized. This included restructuring charges in the amount of € 3.0 million. In 2008, the slightly positive EBIT of € 0.3 million in the 1st quarter included a one-time positive earnings effect of € 15.6 million (extraordinary gain in connection with the first-time consolidation of the Blu-ray activities acquired from the Oerlikon Balzers AG).

SEGMENT REPORTING AS OF MARCH 31, 2009 AND 2008 (IFRS UNAUDITED)

Segment
Optical Disc
Segment
Solar
Segment
Semiconductor
Segment
Coating
Other SINGULUS Group
03/31/09 03/31/08 03/31/09 03/31/08 03/31/09 03/31/08 03/31/09 03/31/08 03/31/09 03/31/08 03/31/09 03/31/08
Gross revenue 18,258 20,299 15,622 7,904 1,519 2,081 0 0 0 0 35,399 30,284
Sales deduction and
direct selling costs
-369 -877 -162 -107 -6 -1 0 0 0 0 -537 -985
Net revenue 17,889 19,422 15,460 7,797 1,513 2,080 0 0 0 0 34,862 29,299
Negative difference from the acquisition
of Oerlikon Blu-ray business
0 -15,646 0 0 0 0 0 0 0 0 0 -15,646
Restructuring costs -2,975 0 0 0 0 0 0 -3,443 0 0 -2,975 -3,443
Operating income (EBIT) -5,740 6,632 1,576 417 -778 -2,721 0 -4,024 0 -41 -4,942 263
EBITDA -2,283 11,798 2,729 1,399 -286 -1,807 0 -1,540 0 32 160 9,882

Report First Quarter 2009 Q01

Photon trade fair in Munich

Photon trade fair in Munich

Balance sheet and liquidity

The long-term assets of € 197.0 million were only slightly below the figures as of December 31, 2008. The item property, plant and equipment at € 10.3 million was at previous year's level (previous year: € 10.3 million). The capital expenditure amounted to € 0.2 million in the 1st quarter of 2009 (previous year: € 0.5 million). The majority of expenses was used for replacement investments.

Current assets declined by € 19.8 million during the period under review. Specifically, accounts receivable due within one year declined by € 14.7 million compared with the level as of December 31, 2008. Cash and cash equivalents dropped by € 7.1 million in the first three months of the business year 2009.

The short-term liabilities declined by € 17.9 million compared with the year-end level of 2008. Specifically, prepayments received dropped by € 10.6 million as well as the accounts receivable by € 3.7 million. In contrast, other short-term liabilities increased by € 2.9 million. In connection with the repayment of loans and the partial reduction of drawn revolving facilities short-term bank liabilities declined by € 5.8 million.

Compared with the prior-year period long-term liabilities were reduced by € 1.7 million and were thus nearly at previous year's level.

Shareholders' equity

The shareholders' equity in the Group amounted to € 241.4 million as of March 31, 2009, nearly at the level reported as of December 31, 2008 (€ 245.5 million). Equity in the amount of € 238.7 million is attributable to the shareholders of the parent company and € 2.7 million to minorities. The equity ratio stood at 60.2 % and thus above previous year's level (57.8 %).

Cash flow

In the 1st quarter of 2009 the operating cash flow of the Group of € -0.1 million improved compared with the previous year (previous year: € -1.8 million). The improvement is mainly due to a decline in accounts receivable compared with the previous quarter. In contrast, the cash flow from financing activities declined in connection with the repayment of loans in the amount of € 6.5 million. Overall, cash and cash equivalents decreased by € 7.1 million during the quarter under review.

Risk report

During the first 3 months of the business year 2009 there were no changes regarding the risks depicted in the Annual Report for the year 2008.

Development of costs and prices

From our perspective the selling prices developed as planned in the 1st quarter of the business year. Material and personnel expenses also developed according to our budgets.

Recordable Blu-ray Disc (BD-R)

Changes in the Executive and Supervisory Boards

There were no changes in the Executive and Supervisory Boards during the quarter under review.

Employees

The number of employees in the SINGULUS Group declined from 758 employees as of March 31, 2008 to 684 employees as of March 31, 2009. A company agreement was concluded with the workers' council at the Kahl location on March 31, 2009 and a social compensation plan agreed. The company reduced the headcount at Kahl am Main by 54 employees as of April 30, 2009 and therefore adjusted capacities to the changed market requirements. At international sites 36 employees were laid-off.

Research and Development (R & D)

SINGULUS works constantly on the further development and improvement of its Blu-ray production line BLULINE II. For prerecorded Blu-ray Discs SINGULUS already gained the global market leadership for production machines in the third-party market, i.e. excluding Sony, in 2008 with the BLULINE II. On April 20, 2009 the breakthrough with the CRYSTALLINE was reached and the first Blu-ray Disc master was produced according to the specifications of the dual layer technology. The results are now transferred to the daily production at our customers.

SINGULUS has developed the first production line with process technology for the production of one-time recordable Blu-ray Discs (BD-R). A first development plant for once-recordable Blu-ray Discs was delivered. The new machine targets the segment of the upcoming once-recordable Blu-ray Discs (BD-R). At € 3.0 million the expenses for R & D were below the prior-year's level (previous year: € 3.9 million).

Outlook

Due to the weak order intake in the first months of the current business year and the general uncertainties regarding the development of the global economy, we cannot rule out a negative impact on our core activities Optical Disc and Solar for the business year 2009.

It is our goal to position the company well for the future with a clear focus of the company on the core activities Optical Disc and Solar as well as with strict cost management. Both the market for production machines for solar cells and the market for Blu-ray production lines are young market, which in our opinion will start to grow sharply in the next couple of years.

With our new products we see ourselves well positioned for the future.

SINGULUS TECHNOLOGIES AG The Executive Board

CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2009 UND DECEMBER 31, 2008 (IFRS, UNAUDITED)

31.03.2009 31.12.2008
ASSETS k€ k€
Cash and cash equivalents 33,071 40,143
Trade receivables 61,671 76,353
Other receivables and assets 10,095 9,350
Total receivables 71,766 85,703
Raw materials, consumables and supplies 41,346 39,049
Work in process 53,218 54,311
Total inventories 94,564 93,360
Total current assets 199,401 219,206
Non-current trade receivables 2,582 3,838
Property, plant and equipment 10,270 10,309
Investment property 7,150 7,150
Capitalized investment costs 30,116 30,279
Goodwill 66,404 66,404
Other intangible assets 66,476 68,421
Deferred tax assets 13,992 14,468
Total non-current assets 196,990 200,869
Non-current assets classified as held for sale 4,515 4,515
Total assets 400,906 424,590
LIABILITIES
Trade payables 10,724 14,381
Current bank liabilities 14,420 20,218
Prepayments received 4,943 15,493
Other current liabilities 25,865 22,970
Tax provisions 2,788 3,673
Other provisions 2,508 2,384
Total current liabilities 61,248 79,119
Non-current bank liabilities 16,125 16,891
Other non-current liabilities 47,022 47,807
Pension provisions 6,762 6,692
Deferred tax liabilities 27,336 27,603
Total non-current liabilities 97,245 98,993
Liabilities in connection with assets held for sale 1,021 1,021
Total liabilities 159,514 179,133
Total equity related to the shareholders of Singulus Technologies AG
Subscribed capital 37,355 36,946
Capital reserve 49,402 48,782
Other reserves -466 -2,717
Retained earnings 152,364 158,441
Minority interests 2,737 4,005
Total equity 241,392 245,457
Total liabilities and equity 400,906 424,590

CONSOLIDATED INCOME STATEMENTS AS OF MARCH 31, 2009 AND 2008 (IFRS UNAUDITED)

1st Quarter
2009 2008
k€ k€
Revenues (gross) 35,399 30,283
Sales deductions and direct selling costs -537 -769
Revenues (net) 34,862 29,514
Cost of sales -23,276 -23,108
Gross profit on sales 11,586 6,406
Research and development -3,767 -4,847
Sales and customer service -5,490 -6,154
General administration -4,171 -5,736
Other operating expenses / income -125 -1,609
Restructuring expenses / Impairment -2,975 -3,443
Negative difference from the acquisition
of Oerlikon Blu-ray business
15,646
Total operating expenses -16,528 -6,143
Operating income (EBIT) -4,942 263
Finance cost / income -902 -1,404
EBT -5,844 -1,141
Tax income / expenses -280 1,180
Net income -6,124 39
Thereof attribute to:
Equity holders of the parent -6,077 257
Minority interests -47 -218
Basic earnings per share (in €) -0.16 0.01
Diluted earnings per share (in €) -0.11 0.03
Weighted number of shares - basic 37,110,033 36,946,407
Weighted number of shares - diluted 45,858,184 39,895,865

CONSOLIDATED CASH FLOW STATEMENTS AS OF MARCH 31, 2009 AND 2008 (IFRS UNAUDITED)

3 Months
2009 2008
k€ k€
Net income -6,124 39
Depreciation on amortization 5,102 9,619
Change in pension accruals 70 73
Change in deferred tax 209 4,943
Change in net working capital* 660 -16,462
Net cash flow from operating activities -83 -1,788
Change in property, plant and equipment -385 -528
Change in other financial assets -900 -452
Change in intangible assets -2,329 -32,153
Change in other long-term liabilities 471 8,907
Long-term bank loans -6,564 12,186
Change in minority interests -56 -364
Capital increase, capital reduction 1,029 320
Currency translation 1,745 -1,552
Net change in cash & liquid funds -7,072 -15,424
Cash & cash equivalents at beginning of period 40,143 36,952
Cash & cash equivalents at end of period 33,071 21,528

* including long-term accounts receivables

STATEMENT OF CHANGES IN CONSOLIDATED EQUITY MARCH 31, 2009 AND 2008 (IFRS UNAUDITED)

Subscribed
capital
Capital
reserve
Other
reserves
Accumulated
profit
Minority
interests
Equity
k€ k€ k€ k€ k€ k€
Balance on December 31, 2009 36,946 48,782 -2,717 158,441 4,005 245,457
Minority interests -56 -56
Capital increase 409 405 0 -1,165 -351
Return of capital 0
Dividends paid 0 0
Share-based payment 215 215
Exchange rate related differences 2,251 0 2,251
Net income -6,077 -47 -6,124
Balance on March 31, 2009 37,355 49,402 -466 152,364 2,737 241,392
For comparison the figures of the same period the year before:
Balance on December 31, 2008 36,946 47,503 -4,428 207,197 6,048 293,266
Minority interests -364 -364
Capital increase 0 0 0
Return of capital 0
Share-based payment 320 320
Exchange rate related differences -1,552 -1,552
Net income 257 -218 39
Balance on March 31, 2008 36,946 47,823 -5,980 207,454 -5,466 291,709

Annotations to the interim report (unaudited)

The SINGULUS TECHNOLOGIES Aktiengesellschaft (hereinafter also "SINGULUS" or the "Company") is a stock listed stock corporation domiciled in Germany. The presented consolidated financial statements for the interim reporting of the SINGULUS TECHNOLOGIES AG and its subsidiaries ("Group") for the first three months of the business year 2009 were approved for publication as per resolution of the Executive Board dated May 6, 2009.

Accounting and valuation principles

The preparation of the abbreviated consolidated interim results for the period from January 1 to March 31, 2009 was made pursuant to IAS 34 "Interim Financial Reporting". The abbreviated consolidated interim results do not include all of the notes and information required for the reporting for the full business year and should be read in conjunction with the consolidated financial accounts as of December 31, 2008.

The preparation of the annual results pursuant to IAS 34 required estimates and assumptions by the management, which affected the level of the reported assets, liabilities, income, expenses as well as contingent liabilities. These assumptions and estimates mainly affect the Group-consistent determination of useful life expectancy, the write-offs of assets, the valuation of provisions, the recoverability of receivables, the determination of realizable terminal values in the area of inventories as well as the realizability of future tax relieves. The actual values can differ from the assumptions and estimates made on a case by case basis. Changes are recognized affecting earnings at the time of the knowledge gained.

The accounting and valuation methods applied in the consolidated accounts for the interim reporting correspond to those applied for the most recent consolidated financial report as of the end of the business year 2008. For a detailed description of the accounting principles please refer to the notes of the consolidated financial statements of our Annual Report 2008.

Scope of consolidation

In addition to the SINGULUS TECHNOLOGIES AG the consolidated financial statements include all companies, which are legally or factually controlled by the company. In the interim report as of March 31, 2009, in addition to the SINGULUS TECHNOLOGIES AG in total five domestic and 15 foreign subsidiaries were included.

No company was added to the scope of consolidated after December 31, 2008. On February 24, 2009 the merger of the HamaTech AG, Kahl am Main, as the company to be merged, to the SINGULUS TECHNOLOGIES AG, Kahl am Main, as the acquiring company, became effective with the entry of the merger into the Commercial Register at the residence of the SINGULUS TECHNOLOGIES AG. Therefore, the assets of the HamaTech AG including its liabilities have been transferred to the SINGULUS TECHNOLOGIES AG. The HamaTech AG ceased to exist with the merger. The listing of the former shares of the HamaTech AG on the Regulated Market of the Frankfurt Stock Exchange (General Standard) was terminated with effect from February 25, 2009.

With effect from January 31, 2008, the Blu-ray Disc machine activities from the Oerlikon Balzers AG were acquired. Please refer to the notes in the chapter Company mergers.

No company has been removed from the scope of consolidation since December 31, 2008.

Company mergers and purchase of minority interests

Purchase of minority interests 2009

Following the acquisition of the majority stake in 2006 further 24,410 shares of the HamaTech AG were acquired with a purchase price in the amount of € 86,000 in the business year 2009. The resulting goodwill in the amount of 30,000 in total was recognized as an expense in the profit/ loss statement. As of February 24, 2009 the shareholding amounted to approximately 93.9 %.

Company mergers 2008

With effect from January 31, 2008, the company acquired the Blu-ray Disc machine activities from the Oerlikon Balzers AG. On the one hand the acquisition included the acquisition of know-how, accounts receivable, customer contracts, production parts and unfinished goods. For this a purchase price in the amount of € 5.3 million was paid. On the other hand, the patented technology was acquired. The purchase of the patented technology was determined on the basis of an earn-out-model over the next four years depending on the realized net sales in the activities with Blu-ray machines. As of the valuation date, a preliminary purchase for the technology in the amount of € 9.0 million resulted. The incidental acquisition expenses directly attributable to the merger amounted € 0.2 million.

The company entered this acquisition in the balance sheet pursuant to IFRS 3. The purchase price in the amount of € 29.2 million was predominantly allocated to intangible assets. These specifically concern customer relationships (€ 23.7 million) as well as technology (€ 5.1 million). Furthermore, tangible assets in the amount of € 6.5 million were identified in the purchase price allocation. In addition, deferred tax liabilities in the amount of € 7.1 million as well as deferred tax assets in the amount of € 1.5 million resulted from the first-time consolidation. The resulting negative goodwill in the amount of € 15.6 million was recorded as income in the 1st quarter 2008 in accordance with IFRS 3. The time values attributable to the identifiable assets and liabilities of the Blu-ray Disc machines activities of the Oerlikon Balzers AG at the time of the acquisition and the respective book values immediately before the time of the acquisition were composed as follows:

Attributable time vale
at the time
of acquisition
k€
Book value
k€
Intangible assets 28,780
Short-term assets 6,957 5,303
Deferred tax assets 1,508 0
Total 37,245 5,303
Deferred tax liabilities -7,091 0
Total -7,091 0
Net assets 30,154 5,303
Purchase price incl.
earn-out liabilities 14,282
Capitalized incidental
acquisition expenses 226
Total acquisition expenses 14,508
Negative goodwill (badwill) 15,646
Cash-relevant
acquisition expenses

Cash and cash

equivalents acquired 0
Cash paid 5,303
Actual cash paid in 2008 5,303

Accounts receivable

The accounts receivable as of March 31, 2009 are split as follows:

March 31, 2009 Dec. 31, 2008
k€ k€
Accounts receivable
short-term 74,134 90,359
Accounts receivable
long-term 2,962 3,838
Less write-offs -12,843 -14,006
64,253 80,191

Intangible assets

Capitalized development expenses, goodwill as well as concession intellectual property rights and other intangibles are included under intangible assets. The capitalized development expenses amounted to € 30.1 million (December 31, 2008: € 30.3 million). In the first three months of 2009 the investments in developments totaled € 2.3 million (previous year: € 3.0 million). Scheduled amortization of intangible assets amounted to € 2.5 million (previous year: € 4.0 million).

Property, plant & equipment

During the first three months of the business year 2009 € 0.2 million were spent on property, plant & equipment (previous year: € 0.5 million). During the same period scheduled depreciation amounted to € 0.7 million (previous year: € 0.7 million).

Property held as investments

Pursuant to IAS 40 SINGULUS values investment properties at book values. The time value as of March 31, 2009 amounted to € 7.2 million. These properties are predominantly commercially used land and buildings, which are being leased.

Shareholders' equity

To implement the merger of the HamaTech AG to the SINGULUS TECHNOLOGIES AG the SINGULUS TECHNOLOGIES AG increased its nominal capital from authorized capital by € 409,064.00 by means of issue of 409,064 new bearer shares with a nominal value of € 1.00 each with dividend entitlement from January 1, 2008. This capital increase was entered into the commercial register of the SINGULUS TECHNOLOGIES AG at the Local Court Aschaffenburg on February 24, 2009. The inclusion of the new shares within the listing of the SINGULUS TECHNOLOGIES AG on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) under the ISIN DE0007238909 became effective from March 4, 2009.

Bank loans

As of March 31, 2009 bank loans totaled € 30.5 million (previous year: € 37.1 million).

With effect from December 14, 2007 the SINGULUS TECHNOLOGIES AG signed a syndicated credit facility in the amount of € 60.0 million. The credit facility includes a loan in the amount € 25.0 million as well as a revolving credit facility in the amount of € 35.0 million with an total term to maturity of five years. The interest rate of the credit commitments is adjusted to the 3-month EURIBOR on a quarterly basis. Guarantors are the companies SINGULUS TECHNOLOGIES Inc. and SINGULUS MASTERING B.V. The credit line is mainly used for the refinancing of the acquisition of 51% of the shares of the STANGL AG as well as the financing of the ongoing business activities. As of March 2009, the outstanding loan totaled € 21.6 million after the repayment of € 3.4 million, of the revolving credit facility € 5.0 overall was drawn.

In addition, a loan with a nominal amount of € 10.0 million in total was taken up in April 2006. The loan is repaid through constant annual rates with a final payment on March 31, 2010. As of March 31, 2009, the outstanding amount of the loan stood at € 3.1 million (previous year: € 4.6 million).

Contingent liabilities and other financial obligations

The contingent liabilities and other financial obligations not included in the consolidated accounts amount to € 11.1 million (previous year € 11.1 million) and mainly include guarantees for prepayments received (€ 10.1 million) as well as obligations to take back machines sold (€ 1.0 million). The obligations to take back machines from the sale of lines to leasing companies are set against the proceeds from the sale of the lines taken back in case this possibility is called upon. Management does not have knowledge about facts that could have a materially adverse impact on the business operations, the financial situation or the business results of the company.

Sales by geografic regions

Geographic information Germany Rest of North and Asia Africa Australia
as of March 31, 2009 Europe South America
k€ k€ k€ k€ k€ k€
Sales by
country of origin 30,429 2,295 1,906 769 0 0
Country of destination 4,355 7,259 14,354 8,251 1,180 0
Geographic information Germany Rest of North and Asia Africa Australia
as of March 31, 2008 Europe South America
k€ k€ k€ k€ k€ k€
Sales by
country of origin 22,740 2,656 2,674 2,214 0 0
Country of destination 11,318 7,172 6,371 4,813 610 0

Sales reductions and individual selling expenses

The sales reductions include cash discounts granted. The individual selling expenses are mainly composed of expenses for packaging, freight and commissions.

General administrative expenses

The administrative expenses include the expenses for the management, personnel expenses, the finance and accounting departments as well as the corresponding expenses for rent and company cars. Furthermore, they include the ongoing IT expenses, legal and consulting fees, expenses for investor relations activities, the Annual General Meeting and the annual financial statements.

Research and development expenses

In addition to the research and non-capitalized development expenses, the research and development expenses in the 1st quarter of 2009 include the scheduled amortization of capitalized development expenses in the amount of € 2.5 million (previous year: € 4.0 million).

Financial income and financing expenses

The interest income expenses are composed as follows:

Mar. 31, 2009 Mar. 31, 2008
k€ k€
Interest income from long-term
577 231
101 127
0 9
-1,580 -1,770
-902 -1,403

The interest expenses include the accrued interest of the put/call option from the acquisition of STANGL in the amount of € 0.9 million as well as the accrued interest of the earn-out liability from the acquisition of the patented technology of the Blu-ray activities from the Oerlikon Balzers AG in the amount of € 0.1 million. Furthermore, the financing expenses include interest in the amount of € 0.4 million (previous year: € 0.5 million) from drawing loans.

Earnings per share

For the calculation of the undiluted earnings per share the earnings attributable to the bearers of the common shares of the parent company are divided by the weighted average number of shares in circulation during the course of the reporting period.

For the calculation of the diluted earnings per share the earnings attributable to the bearers of the common shares of the parent company (after subtracting interest on the convertible preference shares) are divided by the weighted average number of common shares in circulation during the course of the reporting period in addition to the weighted average number of shares resulting from the conversion of all potential common shares with dilution effect into common shares. The following table includes the amounts used for the calculation of the undiluted and diluted earnings:

2009 2008
k€ k€
Earnings for the calculation of the undiluted earnings attributable to
the bearers of common shares of the parent company -6,077 257
Interest for purchase price liability STANGL 897 853
Diluted earnings attributable to the bearers
of common shares of the parent company -5,180 1,110
Number of shares Number of shares
Weighted average number of common shares for calculation
of undiluted earnings per shares 37,110,033 36,946,407
Dilution effect:
Issue of new shares for merger of HamaTech AG 245,438 0
Stock option program tranche I 0 380,000
Stock option program tranche II 0 472,230
Put/call option acquisition minority stake STANGL 8,502,713 2,097,228
Weighted average number of common shares
adjusted for dilution effect 45,858,184 39,895,865

During the period from the balance sheet date and the date of drawing up the consolidated financial statements there were no transactions with common shares or potential common shares.

Since the factual liability from the put/call option for the minority stake in STANGL will be paid partly in form of common shares, this was taken into account for the calculation of the dilution effect. The calculation of the dilution effect was based on the share price of the SINGULUS TECHNOLOGIES stock at the last trading day of the quarter under review.

Events after the Balance Sheet Date (March 31, 2009)

There were no events with material impact after the completion of the quarter under review.

Shareholdings of board members

As of the balance sheet date, the members of the Executive and Supervisory Boards of the SINGULUS TECHNOLOGIES AG held the following number of shares, convertible bonds and stock options:

Shares (number of shares)
Executive Board member
Stefan A. Baustert, CEO
Dr.-Ing. Anton Pawlakowitsch
Stangl Beteilingungs-GmbH
8,500
6,000
1.951,484
Supervisory Board
VVG Roland Lacher KG
Günter Bachmann
Thomas Geitner
594,472
2,000
1,500
Stock options (number of options)
Executive Board member
Stefan A. Baustert, CEO
Dr.-Ing. Anton Pawlakowitsch
200,000
80,000

Kahl am Main, im May 2009 The Executive Board

Company Calendar 2009

Q1/2009 Report
Annual Shareholders Meeting
Q2/2009 Report
Q3/2009 Report

Consolidated key figures (three month cumulated) pursuant to IFRS, status March 31, 2009

2007 2008 2009
Sales million € 49.8 30.3 35.4
Order intake million € 60.4 84.4 17.4
Order backlog (March 31) million € 92.1 109.9 52.2
EBIT million € 0.2 0.3 -4.9
EBITDA million € 4.9 9.9 0.2
Earnings before taxes million € 0.6 -1.1 -5.8
Net profit million € 0.7 0.0 -6.1
Operating cash flow million € 1.0 -1.8 -0.1
Shareholders' equity million € 275.3 291.7 241.4
Balance sheet total million € 389.5 450.3 400.9
R & D expenses million € 4.8 3.9 3.0
Employees (March 31) 699 758 684
Weighted average shares 34,941,929 36,946,407 37,110,033
outstanding, basic
Earnings per share, basic 0.02 0.01 -0.16

Future-oriented statements and forecasts

This report contains future-oriented statements based on the current expectations, assessments and forecasts of the Executive Board as well as on the currently available information to them. Known as well as unknown risks, uncertainties and impacts could cause the actual results, the financial situation or the development to differ from the statements made in this report. We assume no obligation to update the future-oriented statements made in this report.

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SINGULUS TECHNOLOGIES AG Mail: [email protected]

Hanauer Landstrasse 103 D-63796 Kahl Phone: +49-6188-440-0 Fax: +49-6188-440-110 Investor Relations: Robert Adolph Phone: +49-6188-440-612 Fax: +49-6188-440-110 Web: www.singulus.de

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