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Manz AG — Interim / Quarterly Report 2008
Aug 13, 2008
273_10-q_2008-08-13_11f2daa3-00d6-48d8-9c50-25e9c354e139.pdf
Interim / Quarterly Report
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ELECTRIFYING PERSPECTIVES/...
MANZ AUTOMATION AG SEMI ANNUAL REPORT 2008/...
Overview of consolidated results
| in EUR million | First half of 2008 | First half of 2007 | % |
|---|---|---|---|
| Revenues | 101.60 | 28.07 | 262.0 |
| Total operating revenues | 102.44 | 30.94 | 231.1 |
| EBIT | 12.02 | 3.88 | 209.8 |
| EBIT margin [%] | 11.8 | 13.8 | - |
| EBT | 11.38 | 3.85 | 195.6 |
| Net income [before minority interest] | 8.82 | 2.40 | 267.5 |
| Earnings per share | 2.41 | 0.73 | 230.1 |
| Cash flow from operating activities | –1.21 | 5.08 | - |
| Equity ratio [%] | 57.5 | 62.2 | - |
| Net debt | 33.74 | –31.4 | - |
| 01/…to our shareholders 003 |
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| ¬ letter to shareholders 005 |
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| ¬ our shares 0011 |
| 02/…group interim management report 0015 |
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| ¬ business report 0016 |
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| ¬ report on events after the balance sheet date 0044 |
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| ¬ risk report and forecast 0046 |
| 03/…consolidated interim financial statements & notes 0049 |
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| ¬ consolidated income statement 0051 |
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| ¬ consolidated balance sheet 0054 |
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| ¬ declaration by legal representatives 0068 |
To our shareholders
| LETTER TO SHAR EHOLD ER |
005 | |
|---|---|---|
| OUR SHAR ES |
0011 | |
| ¬ overview 0011 graph:1.1 graph: 1.2 |
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| ¬ capital increase/change of segment 0011 |
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| ¬ shareholder structure 0012 graph: 1.3 |
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| ¬ investor relations 0012 |
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| ¬ financial calendar 0012 |
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Dear shareholders, In the first six months of fiscal year 2008 we have already succeeded in surpassing our record-breaking results for the entire 2007 fiscal year. We are very pleased to present new record figures for both revenues and earnings in this six-month report. We increased our revenues in the first half of the year to EUR 101.6 million, up 260% compared to the first half of 2007. EBIT also increased clearly, up from EUR 3.9 million to EUR 12.0 million, with net income for the period even soaring from EUR 2.4 million to EUR 8.8 million, up more than 260%. At the same time, the order book increased to a current EUR 210 million, supported in particular by the rapid growth enjoyed by the photovoltaic market. However, the additional capacity and the operating business at the recently acquired Intech Machines Co., Ltd. in Taiwan also made a key contribution.
We have achieved key strategic objectives during the first six months of 2008 – a period characterized by acquisitions. We started with the smaller acquisition of Christian Majer GmbH & Co. KG in Tübingen. Back in April 2008 we bundled our systems.aico division at this location. On February 1, 2008 we acquired a 90% interest in Böhm Electronic Systems Slowakei s.r.o, the former assembly facility for CD/DVD systems of Steag Hamatech, now Manz Automation Slovakia, thus doubling our production and warehouse capacity. The most important acquisition from a technology perspective in the first half of the year was the acquisition of a 70% majority interest in Intech Machines Co., Ltd. listed in Taiwan. This
acquisition added wet-chemical process equipment for the LCD and PCB industries to our product range. We are already using this technology in the photovoltaic sector, to broaden our product range for cyristalline and thinfilm solar production and will thus further reinforce our position on the market. In total, our company has now increased its capacity ten-fold compared to our size when we went public in September 2006. This strong expansion means that the Manz Group is excellently positioned to enjoy future, dynamic growth.
In addition, we are also enjoying sustained, organic growth. For example, we acquired new orders with a volume of more than EUR 65 million in June 2008. Laser scribing equipment for the production of thin-film solar modules was a major component of these orders – and we have thus expanded our leadership of the global market. A follow-on order with a volume of EUR 4.5 million for second-generation laser cutting equipment again shows our customers' trust in our company's high-tech products. Expanding production capacity at our headquarters in Reutlingen, focusing on engineering and consistently developing innovative products allow us to create the basis for further growth. We are currently building a production hall with offices, a customer center and additional conference and office facilities. The new hall is scheduled to be completed in September of this
year, and the new facilities in the customer center will be completed by May 2009. In summary, we are thus creating more than 300 new jobs and sufficient capacity to participate in the market's sustained growth over the long term.
In order to secure our technology leadership we entered into an exclusive strategic alliance with Optomec during the first half of the year. Jointly implementing a contact-free metallization process for the production of crystalline silicon solar cells will allow our customers to achieve significant improvements in effectiveness. This provides additional, convincing arguments in favor of Manz Automation's technology – which allows solar cell manufacturers to generate the cost savings and increased efficiency required.
The capital increase in June 2008, which generated gross proceeds from the issue of EUR 112 million was a key strategic step in financing Manz Automation's further growth. This additional equity will allow us, in particular, to increase the value added in our production lines for solar equipment. We plan to achieve this via both in-house developments as well as targeted acquisitions. After lifting our forecasts in June 2008, we are forecasting revenues of EUR 235 –240 million for fiscal year 2008. We are also forecasting a sustained increase in EBIT for the year as a whole.
We believe that our company is excellently positioned for the tasks ahead, and that we are in an excellent position to continue the course we have taken. This will allow us to remain a leading provider of system solutions for automation, quality assurance and laser process technology and further expand our position on the market in future. We would like to thank our shareholders, customers and employees for placing their trust in Manz Automation AG and thus contributing to the success of our company.
The Managing Board
Dieter Manz Otto Angerhofer Martin Hipp Volker Renz
| to our shareholders/ | 009 |
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| */letter to shareholders STATES . |
.../* Martin Hipp, Volker Renz, Dieter Manz, Otto Angerhofer
Our shares
Overview
Manz Automation AG's shares have been growing since the first day they were listed [September 22, 2006]. The share price fell briefly in January 2008, caused by the nervous mood on the capital market. The share then went on to continue to climb, driven by the highly successful operating business and the rapidly expanding market. Thus, shares of Manz Automation were able to counter the general trend on the market. Our shares reached a high of EUR 204.50 on June 4, 2008, up a convincing 149% year-on-year [June 30, 2007]. The constant order book growth as well as the positive sales and earnings growth are driving the share price. Our market capitalization on June 30, 2008 totaled EUR 736.8 million, including the capital increase. graph: 1.1 graph: 1.2
Capital increase/change of segment
During the first half of 2008 the share capital increased from EUR 3,584,043 to EUR 4,480,054. The capital increase entered in the commercial register on June 27, 2008 was from authorized capital with subscription rights for existing shareholders. The subscription ratio was 4:1, i.e., shareholders received the right to subscribe for one new share for every four existing shares. As part of a capital increase, a total of 896,011 new no-par value bearer shares were placed at a price of EUR 125.00 per share. Almost all of the shares in the capital increase were subscribed by existing shareholders, with the subscription rate totaling 99%. Unsubscribed shares were sold on the stock exchange by the joint lead managers Commerzbank and Credit Suisse. The transaction resulted in gross proceeds from the issue of around EUR 112.0 million accruing to the company. This will be used in particular for future acquisitions, to expand the service and sales network and to refinance the acquisitions made to date. In addition, increased investments in research and development and the new construction of technology and training center are planned. The new shares carry dividend rights from January 1, 2008.
The successful capital increase was also linked to a change of stock market segment. Shares of Manz Automation have been listed in Frankfurt Stock Exchange's regulated market [Prime Standard] since July 1, 2008. This step aims to increase awareness of the company among the general public and on the international capital market. It is also a condition for possible inclusion in the TecDax index. The criteria for inclusion in this index
Manz share …/[graph] chart First half of 2008, Xetra, in EUR January February March April May June July 75.00 165.00
graph: 1.1
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include the free float market capitalization as well as the trading volume of shares. Manz Automation already meets the criteria required for inclusion in the TecDax.
Shareholder structure
The shareholder structure changed when the transaction was successfully concluded. The founder and CEO, Dieter Manz holds a total interest of 42.90%. Otto Angerhofer, a Managing Board member, holds a 3.35% interest, and Ulrike Manz also holds a 4.53% interest in the Group. Manz Automation has a highly balanced shareholder structure with a free float of 49.22%. graph: 1.3
Investor Relations
In-depth communication with investors is of major importance for Manz Automation AG's Managing Board. In addition, investor relations also focus on regular dialog with financial journalists and analysts. We have established a long-term relationship with the financial community since our IPO in 2006. We pay particular attention to ensure a continuous flow of information. We put this philosophy into action by participating in numerous roadshows, including prior to our capital increase in 2008, and capital market conferences. During the first half of the year, Manz Automation presented the company to investors at events including the Entry and General Standard Conference in Frankfurt and the 10th Annual European Technology Conference in London. This has constantly increased transparency to ensure that we were perfectly prepared for our change to the Prime Standard on July 1, 2008. In particular, the company seeks to meet its investors' needs for information with its IFRS-based accounting. Interest from firms of analysts also significantly intensified during the current reporting year. For example, our company is covered by banks including Landesbank Baden-Württemberg [LBBW], Commerzbank, Credit Suisse, Lehman Brothers, Goldman Sachs, HSBC and BHF-Bank.
Financial calendar 2008
| Date | |
|---|---|
| November 11, 2008 | German Equity Forum Fall 2008 |
| November 2008 | Publication of Q3 report |
graph: 1.2 graph: 1.3
Shareholder structure
| 1 | 1 | 42.90% | Dieter Manz |
|---|---|---|---|
| 2 | 4.53% | Ulrike Manz | |
| 3 | 3.35% | Otto Angerhofer | |
| 4 | 49.22% | Free float | |
| 4 2 3 |
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…/[graph]
Key data
| German Securities Code Number | A0JQ5U |
|---|---|
| ISIN /symbol |
DE000A0JQ5U3/M5Z |
| Stock market segment/ Stock exchange |
OTC [ Entry Standard]/Frankfurt |
| Stock category | No-par value bearer shares [ shares ] each with a proportionate interest of EUR 1.00 in the share capital 4,480,054 |
| Share capital | EUR 4,480,054 |
| Number of shares in circulation | 4,480,054 |
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Group interim management report
| BUSIN ESS REPORT 0016 |
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| ¬ company structure and employees 0016 |
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| graph: 2.1 graph: 2.2 | |
| ¬ products and production 0022 |
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| graph: 2.3 graph: 2.4 graph: 2.5 | |
| ¬ research and development 0030 |
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| ¬ market and competitive environment 0032 |
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| ¬ earnings 0038 |
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| graph: 2.6 graph: 2.7 graph: 2.8 |
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| ¬ net assets 0041 |
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| graph: 2.9 | |
| ¬ liquidity 0043 |
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REPORT ON EVENTS AFTER THE BALANCE SHEET DATE 0044
RISK REPORT AND FORECAST 0046 ¬ opportunities and risks for manz automation 0046 ¬ outlook 0047
Business report
Company structure and underlying conditions
Company structure and employees
Reutlingen-based Manz Automation AG is one of the world's leading technology providers for systems and components for automation, quality assurance and laser process technology in the photovoltaic industry. It also offers system solutions for automation and wet chemicals for the LCD and PCB industry. The Manz Group's technology leadership is secured and expanded thanks to ongoing research and development work as well as by bundling its expertise.
The company has four divisions: photovoltaic [systems.solar], LCD [systems.lcd] and components and OEM systems [systems.aico] for automation in various branches of industry and other, which arose as a result of the Group's acquisitions. graph: 2.1
Manz Automation AG focuses in particular on the final assembly of systems and their technological further development as well as the administrative management of the entire Group. The Manz Group's research and development prowess is worthy of particular mention. The Group has set milestones over the past few years with technological developments. This success is shown, for example, in laser scribing equipment for the production of thin-film solar modules. The engineering center will continue to be located at the Reutlingen headquarters in future, playing a key role in growing the business.
As the Group's parent company, on the balance sheet date Manz Automation held a 100% interest in each of six foreign and one German major subsidiary in Tübingen as well as three second-tier subsidiaries in Taiwan, China and Hungary. Two of these companies are based in Hungary, with one subsidiary in each of the US, Spain and Hong Kong. All of the subsidiaries are included in Manz Automation's consolidated financial statements and are fully consolidated accordingly.
graph: 2.1
| 100% | 100% | 100% | 100% | 100% | 100% | 100% | 90% | 24% |
|---|---|---|---|---|---|---|---|---|
| Manz Automation Tübingen GmbH [Tübingen/ Germany] |
Helmut Majer Verwaltungs gesellschaft mbH [Tübingen/ Germany] |
Manz Automation Asia Ltd. [Hongkong/ China] |
Manz Automation Spain S.L. [Madrid/ Spain] |
MVG Hungary Kft. [Debrecen/ Hungary] |
Manz Automation Hungary Kft. [Debrecen/ Hungary] |
Manz Automation Inc. [North Kingstown/ USA] |
Manz Automation Slovakia s.r.o. [Nove Mesto nad Vahom/ Slovakia] |
Axystems Ltd. [Petach Tikva/Israel] |
| 100% Manz Automation [Shanghai] Co., Ltd. [Shanghai/ China] |
100% Manz Automation Taiwan Ltd. [Hsinchu/ Taiwan] |
71% Intech Machines Co. Ltd. [Chungli/ Taiwan] |
100% Manz Immo Hungary Kft. [Debrecen/ Hungary] |
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The company's structure has expanded as a result of the acquisitions. Manz acquired Tübingen-based Christian Majer GmbH & Co. KG on January 1, 2008. This acquisition gives Manz Automation access to additional capacity. Christian Majer GmbH & Co. KG currently has 94 employees in Tübingen, of which more than 60 are involved in the production and installation of machines. To date the company has concentrated on engineering for processing paper, films and packaging. The production program is mostly geared to the production of assemblies and machines for Manz Automation. In addition to the manufacture of mechanical parts, the company also has additional warehouse and assembly halls available with a total area of around 5,000 m². The company was quickly integrated into the Manz Group, as the company already assembled components for Manz on a job-order basis, and is located less than ten kilometers from the Reutlingen headquarters. The systems.aico division has been located here since April 2008. In addition, the company is planning to further expand the location and to increase the production of components and machines for Manz Automation.
The Manz Group acquired a 90% interest in Böhm Electronic Systems Slowakei s.r.o., located in Nove Mesto nad Vahom in February 2008 for a price of EUR 4.3 million. The company was renamed to become Manz Automation Slovakia s.r.o. on March 13, 2008. Acquiring this Slovakian engineering company has doubled Manz Automation's production and warehouse capacity, enabling it to produce entire systems for the photovoltaic industry in Slovakia, a low-cost location. The company currently has 255 employees and is a former Steag Hamatech AG production facility. The Slovakian company performs certain production stages, in particular for the systems.solar division. These include the production and processing of end-to-end equipment series including purchasing components and taking the equipment into operations. This means that the entire backend for the production of crystalline silicon solar cells will be produced in Slovakia in future. The focus in Reutlingen will be increasingly geared to technologically demanding engineering. Increased production in Slovakia will also allow Manz Automation AG to realize cost advantages, further increasing its competitive ability. When Slovakia joins the EU on January 1, 2009, on which date its currency will also change to the Euro, Manz
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Automation's forecasting security will increase as there will no longer be any exchange rate fluctuations.
After successfully completing acquisition negotiations in April 2008, the Manz Group acquired approx. 71% interest in the listed company Intech Machines Co., Ltd. in Taiwan. The acquisition volume totaled EUR 34.5 million. Intech Machines Co., Ltd's core business is the construction of wet-chemical process lines for the LCD and PCB industries. The company recorded revenues of approx. EUR 55 million in fiscal year 2007 with around 900 employees in Taiwan and China. By acquiring Intech Machines Co., Ltd., Manz Automation has gained access to the technology and capacity to manufacture wetchemical cleaning equipment. This technology has been used in the production of thinfilm solar modules since 2008 and thus makes a key contribution to increasing revenues and earnings. Wet-chemical cleaning technology is also to play a key role for crystalline silicon solar cells in future. This will allow Manz to increase its value added for the manufacture of production lines for crystalline silicon solar cells and thin-film solar modules and to reinforce its position on the market. The management team at Intech Machines Co., Ltd. was restructured as part of this company's integration. The ninestrong Board of Directors now includes Eric Chen [CEO], who has already been working for Manz in Taiwan for several years, the new member Bill Chu [CFO], and Dieter Manz as the chairman of the board. It is planned to relocate the systems.lcd division from Reutlingen to Taiwan in the fourth quarter of 2008, in order to be closer to the manufacturers and to generate synergies at a central location.
The subsidiary Manz Automation Hungary Kft., based in Debrecen [Hungary] produces end-to-end assemblies and certain standard machines. These are basic machines from the systems.aico division, and from the third quarter of 2008 it will also produce the deltarobot basic machines, while from the fourth quarter it will produce machine frames. MVG Hungary Kft. focuses exclusively on renting and managing the property used by Manz Automation Hungary Kft., and was primarily founded for liability reasons. Manz Immo Hungary Kft. holds and manages the plot of land adjacent to Manz Automation Hungary Kft's production facility. Manz is currently preparing to merge the Hungarian companies.
The US subsidiary Manz Automation, Inc. is based in North Kingstown [Rhode Island, USA]. In addition to sales, this company is responsible, in particular, for the installations and the subsequent provision of services such as repair and maintenance. Its proximity to customers means that this subsidiary ensures the fastest possible reaction times, which gives the Manz group a key competitive advantage. Manz has thus positioned itself on the market at an early stage in order to participate in the anticipated market growth in the US solar industry.
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The asian subsidiary, Manz Automation Asia Ltd., Hong Kong, has similar tasks. In addition to selling original products in the East Asian region [in particular Taiwan, South Korea and China], it also provides installation and services and ensures the supply of replacement parts. Moreover, it coordinates the sales and service offices in Hsinchu and Tainan [both Taiwan] and Seoul in South Korea. In addition, since 2007 this subsidiary has held a 100% interest in both Manz Automation Taiwan Ltd. and Manz Automation China Ltd., based in Shanghai [China] as well as a 71% interest in Intech Machines Co. Ltd., Taiwan. These companies also serve to improve penetration of the Asian market and ensure ongoing high-quality services for Asian customers.
Manz is consistently pursuing the on-track growth it has started. This is reflected in the growth in employee numbers. As of June 30, 2008 the company had a total of 1,686 employees [FTEs] in Germany and the rest of the world, with 288 being employed at the headquarters in Reutlingen. At the same time, Manz also invests in training qualified employees and has 16 apprentices. The increase in the company's awareness resulting from the IPO and its increased media presence has improved the company's access to well-qualified staff. In addition, Manz Automation's production capacity has increased multiplied since 2006, with space increasing from 6,635 m² to more than 84,833 m². The bulk of this is due to the newly acquired Intech Machines Co., Ltd. in Taiwan, followed by Manz Automation in Reutlingen as the second-largest production facility. graph: 2.2
graph: 2.2
CAPACITY INCREASE 2005 – 2008 in %
| 2005 | 2006 | 2007 | 2008 | ||
|---|---|---|---|---|---|
| 1.000 | |||||
| 800 | |||||
| 600 | Intech | ||||
| 400 | Slovakia | ||||
| 200 | Tübingen | ||||
| 0 | Reutlingen | ||||
| Space [in m²] | 6,635 | 6,635 | 11,740 | 74,755 | |
| Employees | 159 | 206 | 302 | >1,600 |
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Products and production
Products and areas of application
Manz Group is one of the world's leading providers of system solutions for automation, quality assurance and laser process technology. It focuses in particular on developing and producing end-to-end systems for the photovoltaic [crystalline silicon solar cells and thinfilm solar modules], LCD, hard metal production and laboratory automation segments. Many of the systems are already global market leaders – both with regard to their standard of technology as well as their performance and quality. All of Manz Automation's system solutions are based on the underlying technologies of robot technology, image processing, laser technology and control technology. The company has built up far-reaching competence in these areas during the past 20 years.
Products in the systems.solar division
Crystalline silicon solar cells segment [c-Si]
Photovoltaic is one of the key technologies for the future energy mix in order to secure the supply of energy and reduce the impact on the environment from greenhouse gases. In emerging nations in particular, energy requirements will undergo strong increases as a result of the growing population and industrialization. In order to supply this demand, there are increasing requirements for safe, diversified energy sources. In addition, in order to ensure a secure energy supply, dependency on oil and gas is to be reduced. Solar energy can make a major contribution in this regard.
Sunlight is transformed to electrical energy in solar cells, the core element of photovoltaic systems. Two factors in particular are responsible for the economic efficiency of solar cells compared to traditional energy sources: low production costs with the simultaneous high performance. Manz Automation's system development activities focus on fulfilling precisely these requirements.
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graph: 2.3
| Silicon | Wafer | Solar cell | Module | System |
|---|---|---|---|---|
| producers/… | producers/… | producers/… | producers/… | service providers/… |
| Production of pure silicon |
Production of silicon wafers [Wafers] made of pure silicon |
Processing silicon wafers into photovoltaic cells |
Adding circuits to solar cells and Module production |
Combination of modules, accessories [inverters, cables, etc.] and assembly solutions; Sales |
Source: Ernst&Young, "Photovoltaic in Germany – market study 2005", January 2006
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Crystalline silicon solar modules [c-Si] are produced in a multi-stage process. As a rule, there is a five-stage value chain. graph: 2.3
In this value chain, Manz Automation AG has focused its system solutions on the key third stage in particular – manufacturing crystalline silicon solar cells see graph 2.3 . In turn, this production process is broken down into ten production stages see graph 2.4 , from the receipt of silicon wafers [the raw material for solar cells] through to checking the finished solar cells and packaging. Manz Automation AG's system solutions are used, in particular, to efficiently link the individual production stages, for example, loading and unloading the various machines in the production process. The company's portfolio also includes solutions for individual production stages, such as quality assessments and the necessary laser edge isolation. The new metallization line allows Manz to supply the entire production backend for crystalline silicon solar cells. One of the Manz Group's USPs is the high speeds its equipment offers, with cycle times of just 1.5 seconds. The lines each have an annual capacity of 50MW, giving the company clear competitive advantages.
The investment costs for a fully-automated and thus cost-efficient production line with an annual production output of 50 MW are between EUR 12 and 18 million. Manz Automation can currently cover around 60% of this order volume, and Manz is the only company that is able to offer such high-performance equipment. The newly acquired expertise for wet chemical cleaning equipment will increase the percentage of value added to 70% over the medium term. This means that the process stage for texturing, or roughening the surface of crystalline silicon solar cells to improve refraction, is also covered. This once again shows Manz Automation's broad product range – and this is to be increased still further in future. The company has already been able to establish itself as a key partner for providers of turnkey lines for companies including its strategic alliance partner Roth & Rau AG.
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Thin-film solar module segment
Thin-film technology is an alternative to silicon solar cells and is characterized by its significantly lower amounts of the valuable and scarce raw material silicon required. The thin-film solar modules are manufactured by vapor depositing ultra-thin layers of conductive and semi-conductive materials on glass substrates, thus replacing high-cost crystalline silicon wafers. Once the glass substrates have been coated in a multi-stage process, they are then laser or mechanically scribed. In addition to linking the production stages, Manz Automation focuses on developing and producing systems for the scribing stage. The company's expertise in the LCD segment is of particular benefit in this regard. graph: 2.5
The importance of this still young technology has increased significantly since 2006. The silicon bottleneck has been the breakthrough for thin-film solar modules – with the market for thin-film modules enjoying stronger growth than for traditional solar cells. At present, Manz Automation AG can currently provide approx. 15% of the total volume of a fully automated production line for thin-film solar modules. Over the medium term, the newly acquired wet chemical cleaning equipment will take this percentage to approx. 20%. Manz Automation's percentage is lower than in the production process for crystalline silicon solar cells, however installing these production lines is linked to a much higher volume of investment for the manufacturers: At present, an end-to-end production line for thin-film solar modules with an annual production capacity of 50 MW costs around EUR 50 to 80 million. The Manz Group's most important product for thin-film modules are the laser scribing equipment, in which Manz has established itself as the world's market leader.
In addition, the Manz Group offers equipment for the laser edge ablation of thin-film solar modules. Key features are the ability to process large substrates [600 x 1200 mm to 1100 x 1700 mm] and the use of lasers, allowing the utmost in precision and efficiency. In addition, the product range includes the handling systems required for thin-film solar modules, which also fulfill cleanroom requirements.
graph: 2.5
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Products in the systems.lcd division
Manz Automation has been supplying high-performance automation systems for handling glass substrates – the material used to produce LCD flatscreens – for more than 15 years. The majority of the Manz systems installed are used to load and unload the in-line sputter systems [vacuum coating systems for glass substrates] delivered by Applied Materials. Automated handling is now a must-have: glass substrates now reach sizes of almost 6.0 m² [2,200 mm x 2,600 mm] with a thickness of just 0.7mm – manual handling is impossible as a result of the very high breakage rates. This means that automation solutions are also required for production in low-wage countries, in particular in Asia. In addition, the size of the glass substrates places significant demands on the handling systems used, which have to be ultra-precise. In addition to low breakage rates, the throughput speed is also a key factor for LCD manufacturers. Manz Automation has been one of the leading suppliers for several years in this regard.
LCD flatscreens have to be produced under extreme cleanroom conditions, and the automation systems also have to fulfill these requirements. Manz Automation's robot systems have been certified for handling glass substrates in cleanroom conditions by the Fraunhofer IPA institute. The innovative "air cushion" technology is an additional key factor for careful and secure handling. As a result, it is possible to transport the substrates with practically no contact, thus avoiding contamination and damage. Manz Automation's many years' experience in the LCD industry also formed the basis for also using this technology to produce thin-film solar modules, thus laying the foundations for the Manz Group's further growth.
In addition to automation systems for substrate handling, Manz also develops and sells automation systems for laser cutting equipment and systems for transport and handling in in-line inspection systems.
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Products in the systems.aico division
The company's systems.aico division [automation intelligence components] sells systems and components that have mostly been developed for the systems.solar and systems.lcd division and which are primarily used by these divisions. The sale of OEM systems and components allows a significant increase in quantities for basic components, such as robots. As a result, Manz Automation is able to realize possible economies of scale and the resulting cost advantages.
The OEM systems include an end-to-end range of robotic equipment that is used in producing hard metal tools, sintering materials and electronic products. This division also includes testing and packaging equipment for indexable inserts. However, the focus is on handling hard metal indexable inserts for metal, stone and woodworking.
In terms of components, Manz Automation offers a product range that allows users to work with a wide range of automation solutions, such as industrial robots, grippers, industrial computers, control software and image processing systems. For example, the use of optical positioning instead of mechanical centering and orientation units allows even the smallest lot sizes to be produced economically.
The systems.aico also covers life science products, which includes all products that are directly or indirectly connected with human health. This includes products for laboratory automation such as the handling of ultra-small items [sampling bottles and plate systems] as well as customer-specific solutions. Manz Automation sets whole new standards in terms of "process reliability", and consequently also in the dependability of developed systems.
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Products in the Other division
The Other division includes all of the products that have also been included in Manz Automation's product portfolio as a result of acquisitions. In general, Manz Automation intends to retain these products and to continue the business relationships with the respective companies' customers. However, the margins that can be obtained on the market will impact the structure of the product range over the medium term.
The acquisition of Intech Machines Co., Ltd. in Taiwan has given the company access to wet-chemical process equipment for the LCD and PCB industry, which is also used in the systems.solar and divisions. Manz Automation Slovakia produces equipment for the semiconductor industry and for the production of CDs and DVDs on a contract basis. In addition, Christian Majer GmbH & Co. KG also produces machines used to process paper, films and packaging.
Research and development
Manz Automation AG has recently enjoyed substantial progress in its research and development activities. It reached a technical breakthrough when its metallization equipment in the systems.solar division became market ready, and can now supply the full backend for the production of crystalline silicon solar cells. In addition, Manz has increased its efficiency in the thin-film sector and has become established as the market leader with a global market share of approx. 60% for laser scribing equipment.
R&D investments drive the company's technology lead, in particular with the aim of further developing existing products and creating innovations. Manz Automation's in-house R&D activities are supplemented by strategic alliances with research institutes and industrial partners. This is why the company is specifically investing in strategic alliances with universities and research institutes in order to further expand its market lead in the coming years.
Manz is planning to complete an improved measurement and inspection system for crystalline silicon solar cells in fiscal year 2008. This will increase the throughput rate for quality testing and sorting systems, while simultaneously reducing the scrap rate.
An additional project is the development of a new metallization process to create narrower contact tracks on solar cells. This project has been made possible thanks to an exclusive strategic alliance with Optomec. Metallic front contacts are deposited on crystalline silicon solar cells in a contact-free process with an aerosol spray [M³D process]. This allows thinner wafers to be processed with substantially lower breakage rates. In addition, it is possible to add thinner lines than in the traditional screen printing process. These narrower front contacts are more conductive and also allow a lower shadow effect than was previously possible using the M3 D process. Finally, the Optomec method increases the effectiveness of crystalline silicon solar cells by an absolute 0.5 to 1.0%.
In the thin-film solar modules segment, a new system for laser processing is being planned to increase the thin-film modules' efficiency and cut costs thanks to higher processing speeds.
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Automation improvements are planned across the board. In particular, robot and handling systems are to be further optimized with regard to the speed of part handling and precision. In addition, this cuts operating costs for solar cell manufacturers and simplifies calibration and set-up work on the equipment.
Market and competitive environment
Competitive environment
The upswing in the general economy continued in the Federal Republic of Germany at the start of the first half of 2008. Last year, gross domestic product [GDP] enjoyed high growth at an above-average 2.5%. According to information from the German Federal Statistics Office, this trend continued in the first quarter of 2008 with an increase [adjusted for price, seasonal and calendar effects] of 1.5% compared to the fourth quarter of 2007. Growth compared to the same period of the previous year was even 2.6% after price and calendar adjustment.
However, economic growth showed signs of slowing during the second quarter. In addition to decreased dynamism, the monetary environment also clouded still further, which was due to factors including extraordinary effects in the first quarter and orders being pulled forward. Economic experts are unanimous in believing that there are already indicators that the economy is falling. For example, the Deutsche Industrie- und Handelskammertag [DIHK] believes that growth for 2008 as a whole will total 2.3%, but is forecasting a significant downturn in economic growth for 2009. According to statements from experts, growth in 2008 is expected to total just 1.5% –2.0% after a significantly weaker second quarter.
However, according to information from the Bundesverband der Deutschen Industrie e.V., the German engineering sector is continuing to grow. According to these figures, production in the first four months of 2008 was up 11.6% year-on-year. The engineering sector in Baden-Württemberg is also forecasting further industry growth, with sales up 8% this fiscal year, and an optimistic view to 2009. The solar sector in particular is forecasting 11% sales growth this year, thus driving the engineering industry. According to information from the VDMA's Productronic, growth in 2008 will increase again substantially around the middle of the year see VDI nachrichten, 2008 .
Systems.solar division
The market environment in the systems.solar division is linked to changes in global energy prices. The price of oil hit 140 dollars per barrel in the first half of 2008, and in parallel the importance of alternative energy sources also increased. Spiraling energy prices mean that photovoltaic technology will become increasingly competitive compared to conventional energy sources. So-called "grid parity" is already within reach, in particular for thin-film solar modules. The German Federal Association for the Solar Sector believes that
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photovoltaic will be a key pillar in the energy supply once grid-parity has been achieved. In order to ensure the security of supply, the Federal Government plans to increase the proportion of renewable energy in the amount of electricity consumed to 25% to 30% by 2020. Until then, more than EUR 200 billion source: VDI nachrichten, 2008 will be invested in Germany alone. Solar energy also plays a key role in this regard. In Germany, solar electricity is supported by the German Renewable Energy Act [EEG], which ensures that end consumers receive a fixed price for a 20-year period for feeding electricity from renewable sources into the grid. The prices paid for feeding electricity into the grid fall each year for newly installed systems, however according to a recent decision by the Federal Government these cuts will be lower than originally planned. This will keep the German photovoltaic market dynamic. State-of-the-art equipment in particular will bolster efficiency and economic efficiency faster than the feed-in fees fall. This means that attractive returns will also be possible in future for solar system operators. Manz provides manufacturers with the solutions they need to produce state-of-the-art, efficient solar systems. Growth is generated thanks to cost cuts with fully-automated systems – Manz Automation's core technology.
During the first half of 2008 the German photovoltaic market has proven to be the largest single market, where Manz Automation AG recorded significant sales. However, in future sunny countries such as Spain, Italy and Greece as well as the USA will become increasingly interested in alternative energy in future. For example, the Federal Agency for Foreign Business reported that the contribution made by solar power in the USA could increase from the current 0.1% to 10% through to 2025, in order to cover the country's electricity requirements. However France is also increasing its subsidies for solar energy, so that it keeps pace with other countries. In Asia, China in particular is playing a key role for photovoltaic, in order to use solar power to secure the basic supply of electricity for outlying villages. In addition, India is also important for manufacturers of photovoltaic systems. However, the high prices in India mean that demand for solar systems is still low. That being said, with 2,300 to 3,200 hours of sun per year, India offers excellent conditions for the effective use of solar energy. In the coming years, experts are forecasting sustained growth in the solar sector, with Manz Automation benefiting as one of the world's leading technology providers.
Market growth for thin-film solar modules is worthy of particular mention, as this is growing even more strongly than the market for crystalline silicon solar cells. Thin-film technology is characterized by features such as low requirements for silicon and low prices. Experts' opinions thus underscore the company's estimates and forecast a market share of 20% and higher in the coming years. Manz Automation will take advantage of this .../40
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trend through its outstanding synergies with the system.lcd division and will be able to offer innovative solutions. In countries outside Asia, the company is the only provider with many years' experience in the secure handling of large glass substrates under cleanroom conditions. In addition, the Manz Group is the world's market leader for laser scribing equipment with a global market share of 60%.
Manz Automation has established itself on the market as a provider of technology-leading solutions with the utmost quality. The Manz Group's quality assurance and automation systems, which significantly improve production quality and efficiency, also substantially improve customer benefits. In this segment in particular Manz Automation has been able to set international trends and standards. That means that the company provides solar cell manufacturers around the world with a way to combat price pressure and to benefit from the growing demand for photovoltaic systems. This is thus an excellent market constellation for the Manz Group, allowing it to consistently pursue its on-track growth. The company's customers include leading global providers on the photovoltaic market, including Q-Cells, Applied Materials, Schott Solar and Würth Solar.
systems.lcd division
A key growth-driver on the LCD market is the continued development of LCD TVs and the associated spread of HDTV [high definition television]. An IDC Study in 2007 forecast sustained growth on the global market for LCD TVs. According to this study, sales of 72.4 million TVs in 2007 will increase to 167 million TVs through to 2011, with annual growth rates of more than 23%. Various sporting events, such as the European soccer cup in June 2008 and the 2008 Olympic Games have boosted business with LCD TVs. The forecast is also supported by, for example, the Datamonitor market study 2007.
Given this background, manufacturers' readiness to make investments was higher again in 2008. In addition, substantial growth has been seen in the total area of all flatscreens produced. 17" laptops are now the market standard for laptops, and 42" TV screens are
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now the strongest growing segment on the TV market. As a result, manufacturers will then acquire latest-generation production systems in particular, that will allow them to produce larger glass substrates. Manz Automation will benefit from this investment behavior as the world's leading provider of systems for handling glass substrates. The company's long-standing strategic alliance with Applied Materials will secure its market lead for automating inline sputter equipment under cleanroom conditions.
According to estimates by DisplaySearch, demand for LCD TV panels will total 106 million in 2008, with only 102 million units being offered. In addition, demand for LCD monitors and notebooks will enjoy strong growth, however a slight surplus offering from manufacturers is anticipated in this regard. According to DisplaySearch, Samsung, LG Philips LCD, AU Opronics and Chi Mei Optoelectronics share 75% of the market – these are all among Manz Automation's key accounts in its systems.lcd division.
systems.aico division
systems.aico focuses on exploiting synergies and economies of scale. This division sells components and systems that were originally developed for the LCD and photovoltaic divisions or which were bought in as components. The higher purchasing volumes allow the company to benefit from procurement advantages and, at the same time, it can increase its returns from in-house developments. It serves various sub-markets such as the packaging industry or tool manufacture. Long-standing customer relationships, e.g., with Agathon [Switzerland] are characterized by stable, constant revenues. On the whole, growth in these sub-markets is impacted by economic developments and a wide range of investment cycles in the industries. As a result, systems.aico has a stabilizing effect, in contrast to systems.solar and systems.lcd, which are characterized by high levels of dynamism. In future, slight sales and earnings growth is expected, which thus round off the business model.
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Earnings
The company has prepared its income statement using the total cost [nature of expense] method.
Revenues in the first half of the current fiscal year 2008 soared by more than 260% from EUR 28.07 million to EUR 101.60 million. Of this total, EUR 72.78 million is due to the existing divisions, and EUR 28.82 million is due to the companies acquired during the first half of the year. The key driver in the company's operating business was, in particular, the significant growth on the high-growth photovoltaic market. The company has succeeded in acquiring new orders on this market, its core business, and driving its organic growth.
Compared to the first half of 2007, Manz Automation has recorded strong growth in almost all of its segments. For example, the Manz Group recorded revenues of EUR 59.05 million in its systems.solar division, or 58.1% of total revenues, reflecting the dynamic growth in the photovoltaic industry. Growth in the thin-film sector is worthy of particular mention, as this sector accounted for revenues of EUR 30.6 million or 52% of the income recorded in this segment. This strong growth was due in particular to the successful marketing of laser scribing equipment for the production of thin-film solar modules.
The systems.lcd division enjoyed pleasing growth, with segment revenues of around EUR 17.5 million compared to EUR 5.0 million last year. As a result, this segment accounted for 17.2% of total revenues. This is due in particular to the acquisition of Intech.
The systems.aico division, in which the company markets its leading OEM solutions for the production of hard metal tools, contributed stable revenues to the Manz Group. At 5.7% of total revenues or EUR 5.8 million, revenues in this segment were up slightly compared to the same period of the previous year.
The new "Other" division, which has resulted from the acquisitions, recorded around 18.9% of total revenues at EUR 19.2 million. This was due in particular to the Taiwanese company Intech Machines Co., Ltd's products, including wet-chemical process equipment for the PCB industry. graph: 2.6
Revenue structure by division first half of 2008
graph: 2.6 graph: 2.7
Revenue structure by region first half of 2008
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In terms of regions, Manz Automation recorded substantial revenue growth world wide. Revenues in Germany climbed from EUR 13.3 million to EUR 29.4 million in the first half of 2008 [28.9% of total revenues], and are thus almost on a par with the level for the whole of fiscal year 2007. In total, Manz Automation has been able to substantially expand its position on the market, in Asia in particular, where it recorded revenues of EUR 48.8 million compared to EUR 8.9 million last year. The systems.solar and systems.lcd played a key role in this regard, with growth in the latter division being driven in particular by the newly acquired Intech Machines Co., Ltd. in Taiwan. Manz recorded revenues of around EUR 7.2 million in the USA [previous year: EUR 0.6 million], due to orders from new customers. The other regions generated revenues of EUR 1.0 million [previous year: EUR 0.3 million]. graph: 2.7
Taking the changes in stocks of finished goods and own work capitalized into account, of which there was only a minor amount in the first half of the current fiscal year, total operating revenue increased to EUR 102.4 million. Compared to EUR 30.9 million last year, this is yet another leap of around 230%.
Manz Automation AG's gross profits increased in fiscal year 2008 from EUR 14.4 million to EUR 43.4 million. The fact that components were increasingly bought in and simple assembly work was outsourced, the cost of materials increased significantly from EUR 16.7 million to EUR 61.1 million.
The increase in production capacity, coupled with the newly acquired companies caused the average number of employees [FTEs] to increase to around 1,147 over the course of the year. As a result, personnel expenses increased from EUR 6.8 million to EUR 18.3 million. In spite of this, however, the personnel expenses ratio fell from 22.0% to 17.8%, thus expressing the further improvement in the Group's productivity. Amortization and depreciation in the first six months of 2008 totaled EUR 1.8 million [previous year: EUR 0.7 million]. This was due to property, plant and equipment and previously capitalized development costs. Other operating expenses included, for example, sales and marketing costs, in particular logistics costs, administrative costs and consulting costs. These amounted to EUR 11.3 million and are in line with the increase in capacity [previous year: EUR 3.0 million].
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As a rule, Manz Automation benefits from the increased standardization of the equipment, thus generating economies of scale – which has a positive impact on the Group's profitability. EBIT more than tripled from EUR 3.88 million to EUR 12.02 million. In terms of revenues, this corresponds to an EBIT margin of 11.8%, which is slightly diluted year-onyear as a result of the first-time consolidation of the companies acquired [EBIT margin 13.8%].
In terms of the individual segments, systems.solar recorded EBIT of EUR 9.9 million, up almost four-fold compared to EUR 2.7 million last year. At the same time, the EBIT margin in this segment improved from 15.4% to 16.8% at the end of the first six months. In the systems.lcd division, EBIT climbed to EUR 1.5 million [previous year: EUR 0.7 million], however the EBIT margin was slightly lower at 8.7% compared to 13.3% last year. This reduction is due to the consolidation of Intech Machines Co., Ltd. in Taiwan. The systems.aico also recorded a slight downturn with an EBIT margin of 8.7% compared to 9.1% in the same period of the previous year. The new "Other" segment recorded an EBIT margin of 0.2%. graph: 2.8
In terms of pre-tax earnings [EBT], the company recorded growth of more than 195% from EUR 3.8 million to EUR 11.4 million. In addition to cash and cash equivalents, Manz also used borrowing to finance its acquisitions, causing the financial result to total EUR –0.7 million. This result is due to the pre-financing of the acquisition of the majority interest in Intech Machines Co., Ltd. in Taiwan.
Net income [before minority interest] after taxes amounted to EUR 8.8 million, and the return on sales totaled 8.7%. This corresponds to earnings per share of EUR 2.41 given an average number of 3,603,161 shares in circulation [previous year: EUR 0.73 per share with an average of 3,275,342 shares].
graph: 2.8 EBIT contributions by division first half of 2008 in EUR million
| 10 | ||||
|---|---|---|---|---|
| 8 | ||||
| 6 | ||||
| 4 | ||||
| 2 | ||||
| 0 | ||||
| systems.solar | systems.lcd | systems.aico | Other | |
| 9.94 | 1.53 | 0.51 | 0.04 |
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Net assets
Total assets on the balance sheet date increased substantially in the first half of the year. These totaled EUR 311.8 million on June 30, 2008, thus up almost four-fold [December 31, 2007: EUR 82.4 million]. Equity in particular increased from EUR 52.6 million to EUR 179.4 million. This is due to the positive earnings situation and also, in particular, the capital increase successfully placed in June 2008. This resulted in an increase in the share capital from EUR 3,582,900 to EUR 4,480,054. As part of the transaction, 896,011 new, no-par value bearer shares with a theoretical interest of EUR 1.00 were issued at a price of EUR 125.00 with institutional investors in Germany and abroad. More than 99% of the new shares were subscribed during the subscription period from June 13, 2008 to June 27, 2008. In total, gross proceeds from the issue of EUR 112.2 million accrued to Manz Automation. After the deduction of costs this was booked to the share premium and subscribed capital. This caused the share premium to rise from EUR 35.6 million to EUR 144.2 million. The equity ratio totaled 57.5% on the balance sheet date compared to 63.9% on December 31, 2007. This ratio increased again after June 30, 2008 as the borrowing required to finance the acquisitions was paid back to the lenders [please also refer to the report on events after the balance sheet date]. source: report on key events after the balance sheet date graph: 2.9
Long-term liabilities at the end of the first half stood at EUR 21.9 million, slightly higher than the figure at December 31, 2007 [EUR 6.3 million]. This was due to the increase in deferred taxes, provisions for pensions taken over for Christian Majer GmbH & Co. KG and the acquired companies' non-current financial liabilities. These increased from EUR 1.5 million on December 31, 2007 to EUR 9.2 million. Deferred tax liabilities increased, primarily as a result of the positive IFRS earnings, from EUR 4.3 million to EUR 7.7 million. This was primarily due to the percentage of completion method used in IFRS accounting. This method stipulates that orders are only carried as revenues if completion is 40% or more, which is not the case in the tax base or HGB accounting.
Current liabilities in the first six months totaled EUR 110.5 million, up substantially compared to December 31, 2007 [EUR 23.5 million]. This was due to factors including the increase in trade payables, which increased from EUR 5.4 million to EUR 33.9 million. The increase was due to expanding the operating business and the consolidated subsidiaries. In addition, advanced payments received totaled around EUR 13.9 million [previous year: EUR 14.3 million]. What is more, current provisions increased to EUR 7.0 million [previous year: EUR 3.4 million] due to recent acquisitions. In addition, current financial debt
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graph: 2.9
BALANCE SHEET EQUITY first half of 2008 in EUR
| Date | Share capital prior to capital increase |
Issuing amount | Share capital after capital increase |
|---|---|---|---|
| June 20, 2007 | 3,582,900 | 125.00 | 4,480,054 |
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increased to EUR 53.3 million as a result of the pre-financing required to acquire Intech Machines Co., Ltd. No current financial debt was required last year.
On the assets side, non-current assets increased from EUR 9.1 million to EUR 55.1 million. In particular, intangible assets increased from EUR 5.8 million to EUR 37.8 million. However, this increase was primarily due to the goodwill disclosed in the course of the purchase price allocation for the acquisition of Intech Machines Co., Ltd. What is more, property, plant and equipment increased to EUR 15.5 million compared to EUR 3.0 million on December 31, 2007, in particular due to Intech Machines Co., Ltd's land and buildings and machinery.
Current assets increased from EUR 73.2 million to EUR 256.7 million compared to the end of fiscal year 2007. Other current receivables, which increased from EUR 1.2 million to EUR 114.9 million, include the proceeds from the issue from the capital increase in the amount of EUR 112 million, which were received after the balance sheet date. At the same time, receivables from customers also increased from EUR 23.0 million to EUR 75.7 million as a result of the substantial increase in revenues. The increase in inventories from EUR 14.7 to EUR 33.5 million also impacted current assets.
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Liquidity
Manz Automation AG's cash flow in the narrower sense [net income plus amortization/ depreciation of non-current assets and increase/decrease in non-current provisions for pensions] in the first six months of 2008 totaled EUR 11.4 million. This corresponds to an increase of 260.0% over the previous year [EUR 3.2 million]. Taking the change in working capital into account, the company recorded a cash flow from operating activities of EUR –1.2 million, down EUR 6.3 million year-on-year. The company's strong sales growth goes hand in hand with increased working capital.
After EUR –1.2 million last year, the cash flow from investing activities now totals EUR –39.8 million. This strong increase is due to the acquisition of a 70% majority interest in Intech Machines Co., Ltd. in Taiwan with a volume of EUR 34.5 million. A further EUR 1.9 million were due to the investments in marketable securities, i.e. funds available on short-term that can be used for further acquisitions after the balance sheet date. In addition, investments [payments for investments in intangible assets and property, plant and equipment: EUR –2.2 million] were made for ongoing research and development projects and to acquire IT and licenses.
The cash flow from financing activities amounted to EUR 36.9 million at the end of the first six months of 2008 after EUR 22.0 million last year. This includes, in particular, the costs of procuring capital of EUR 3.9 million. As a result of the current financing requirements for acquisitions, such as for Intech Machines Co., Ltd., overdrafts were taken out which totaled EUR 41.5 million on the balance sheet date. The total cash flow amounted to EUR –4.1 million, reducing cash and cash equivalents from EUR 38.4 million to EUR 14.8 million.
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Report on key events after the balance sheet date
On July 2, 2008, the issuing proceeds from the capital increase accrued to the company, causing cash and cash equivalents to increase significantly since the balance sheet date. Part of these proceeds were used, for example, to repay loans that were taken out to finance the acquisitions made during the first half of the year.
In August 2008, negotiations for one further strategic alliances was successfully concluded. In future, the company is to differentiate itself from the competition even more clearly, further reinforcing its position on the market. At the end of the day, cooperating with experts is the key to success, allowing technology standards to be set with the Manz Group's products.
As a result, a cooperation has been agreed with Basler Vision Technologies in order to drive the further development of existing systems. Basler is a specialist for optical quality assurance, and its help will allow inspection solutions to be developed that recognize damage to solar cells even more effectively. In this particular case, an electro-luminescence method will be developed, that Manz can integrate directly into its production lines for the manufacture of crystalline silicon solar cells. This method applies an electrical current to the solar cell. The electrical current causes the cell to glow slightly. However, if some areas remain dark, these are defective, which leads to a correspondingly lower classification for the solar cell. This new technology will be used for the first time in Manz Automation's inline cell tester.
There were no further events that could have had a substantial impact on the financial position and results of operations after the end of the first half of 2008.
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Risk and forecast report
OPPORTUNITIES AND RISKS FOR MANZ AUTOMATION
There have been no significant changes compared with the opportunities and risks outlined in the 2007 annual report.
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outlook
According to experts, a further increase in the dynamic growth in the photovoltaic sector is forecast for 2008 as a whole. Manz Automation AG's Managing Board has a positive view of the future as a result of extensive follow-on orders from existing master agreements and a large number of new orders.
The long-term strategy also forms the basis for future growth. This is why Manz has entered into a development alliance with Basler Vision Technologies. This alliance will integrate inspection solutions into the backend of crystalline silicon solar cell production. The new technology will be used for the first time in Manz Automation's inline cell tester, allowing defects to be better recognized. This will also further improve the solar cells' mechanical stability and effectiveness.
The assembly hall currently under construction is scheduled to be completed at the start of September, adding 4,800 m² of production space to the current capacity. The total area group-wide amounts to 84,833 m². In addition, construction work on the new customer center is expected to be completed by May 2009.
The order book on June 30, 2008 totaled EUR 210 million. In addition, organic growth is expected to almost double to EUR 135 –140 million. After lifting its forecasts in June 2008, the Managing Board is expecting revenues of EUR 235 –240 million for the current fiscal year. It is also forecasting a sustained increase in EBIT for the year as a whole. This will allow Manz Automation to further reinforce and expand its market leadership in the years to come.
In summary, Manz Automation will consistently continue its on-track growth. The Managing Board is very confident about the coming fiscal years, supported by ongoing high order intake with increasing revenues and earnings. The new funds from the last capital increase will enable Manz to drive its technology leadership, further continue its targeted acquisition strategy and increase its value added when creating production lines for solar systems.
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Consolidated interim financial statements & notes
| Consolidated interim financial statements 0051 |
||
|---|---|---|
| ¬ consolidated income statement | 0051 | |
| ¬ consolidated balance sheet | 0052 | |
| ¬ consolidated cash flow statement | 0053 | |
| ¬ consolidated statement of changes | 0054 | |
| ¬ segment reporting for divisions [primary reporting format] | 0055 | |
| ¬ segment reporting for regions [secondary reporting format] | 0055 |
| notes to the consolidated interim financial statements 0056 |
||
|---|---|---|
| ¬ basics | 0056 | |
| ¬ group of consolidated companies | 0057 | |
| ¬ key events in the period under review | 0058 | |
| ¬ notes on the individual items of the consolidated income statement | 0061 | |
| ¬ notes to the individual items of the consolidated balance sheet | 0062 | |
| ¬ information on segment reporting | 0067 | |
| ¬ key events of particular importance after the end of the period under review |
0068 | |
| ¬ further information | 0069 | |
declaration by legal representatives 0070
Consolidated income statement for the period from January 1 to June 30, 2008 in EUR thousand
| 1st six months | ||
|---|---|---|
| 2008 | 2007 | |
| EUR thousand | EUR thousand | |
| Revenues | 101,600 | 28,065 |
| Change in unfinished goods | –537 | 2,213 |
| Own work capitalized | 1,378 | 659 |
| Total operating revenue | 102,441 | 30,937 |
| Other operating income | 2,040 | 105 |
| Cost of materials | –61,101 | –16,675 |
| Gross margin | 43,380 | 14,367 |
| Personnel expenses | –18,266 | –6,806 |
| Amortization/depreciation | –1,771 | –678 |
| Other operating expenses | –11,320 | –3,007 |
| Operating result [ EBIT ] | 12,023 | 3,876 |
| Income from financial investments accounted for at equity | 5 | 0 |
| Financial result | –652 | –30 |
| Pre-tax earnings [ EBT ] | 11,376 | 3,846 |
| Income taxes | –2,560 | –1,444 |
| Net income | 8,816 | 2,402 |
| Thereof minority interests | 143 | 0 |
| thereof shareholders of Manz Automation AG | 8,673 | 2,402 |
| Weighted average number of shares | 3,603,161 | 3,275,342 |
| Earnings per share, in EUR [diluted = basic] | 2.41 | 0.73 |
| consolidated interim financial statements & notes/… | 0052 |
|---|---|
| ¬ …*/consolidated interim financial statements /… |
Consolidated balance sheet [IFRS] as of June 30, 2008 in EUR thousand
| June 30, 2008 EUR thousand |
Dezmeber 31, 2007 EUR thousand |
|
|---|---|---|
| Assets | ||
| Non-current assets | 55,090 | 9,141 |
| Intangible assets | 37,823 | 5,830 |
| Property, plant and equipment | 15,492 | 2,988 |
| Financial assets [at equity] | 295 | 289 |
| Deferred taxes | 1,287 | 34 |
| 193 | 0 | |
| Current assets | 256,663 | 73,235 |
| Inventories | 33,505 | 14,712 |
| Trade receivables | 75,691 | 23,020 |
| Income tax receivables | 1,766 | 262 |
| Derivative financial instruments | 354 | 445 |
| Other current receivables | 114,890 | 1,192 |
| Securities | 14,080 | 14,554 |
| Cash and cash equivalents | 14,773 | 18,889 |
| Prepaid expenses | 1,604 | 161 |
| Total assets | 311,753 | 82,376 |
| Liabilities and shareholders' equity | ||
|---|---|---|
| Equity | 179,368 | 52,647 |
| Subscribed capital | 4,480 | 3,583 |
| Share premium | 144,202 | 35,555 |
| Retained earnings | 460 | 566 |
| Currency translation | 480 | 12 |
| Consolidated net profits | 21,604 | 12,931 |
| Manz Automation AG's shareholder | 171,226 | 52,647 |
| Minority interests | 8,142 | 0 |
| Non-current liabilities | 21,918 | 6,278 |
| Non-current financial debt | 9,228 | 1,500 |
| Deferred investment subsidies | 97 | 91 |
| Financial liabilities from leases | 51 | 19 |
| Provisions for pensions | 3,962 | 59 |
| Other non-current provisions | 861 | 321 |
| Deferred taxes | 7,719 | 4,288 |
| Current liabilities | 110,467 | 23,451 |
| Current financial debt | 53,273 | 0 |
| Trade receivables | 33,897 | 5,425 |
| Advance payments received | 13,869 | 14,282 |
| Tax liabilities | 209 | 65 |
| Other current provisions | 6,951 | 3,359 |
| Other liabilities | 2,223 | 315 |
| Financial liabilities from leases | 45 | 5 |
| Total shareholders' eq uity and liabilities |
311,753 | 82,376 |
| consolidated interim financial statements & notes/… | 0053 |
|---|---|
| ¬ …*/consolidated interim financial statements /… |
Consolidated cash flow statement in EUR thousand
| 1st six months | ||
|---|---|---|
| 2008 EUR thousand |
2007 EUR thousand |
|
| Cash flow from operating activities | ||
| Net income | 8,816 | 2,402 |
| Amortization/depreciation of noncurrent assets | 1,771 | 678 |
| Profit from equity-accounted investment | –5 | 0 |
| Increase [+] / Decrease [−] in provisions for pensions and other non-current provisions |
798 | 83 |
| Cash flow | 11,380 | 3,163 |
| Gains [−] / Losses [+] from disposal of assets | –47 | 0 |
| Increase [−] / Decrease [+] in inventories, trade receivables and other assets |
–19,748 | –7,485 |
| Increase [+] / Decrease [−] in trade payables and other liabilities |
7,207 | 9,399 |
| Cash flow from operating activities | –1,208 | 5,077 |
| Cash flow from investing activities | ||
| Proceed from the disposal of assets | 47 | 0 |
| Payments to acquire intangible assets and property, plant and equipment | –2,207 | –1,213 |
| Payments for the acquisition of consolidated companies less the accruing cash and cash equivalents |
–39,570 | 0 |
| Payments to acquire securities | 1,898 | 0 |
| Cash flow from investing activities | –39,832 | –1,213 |
| Cash flow from financing activities | ||
| Proceeds from additions to equity | 129 *] | 22,796 |
| Capital procurement costs [pre-tax ] | –3,863 | –684 |
| Payments for the redemption of finance leases | –20 | –86 |
| Payments for the repayment of non-current loans | –813 | 0 |
| Change in overdraft facilities | 41,500 | 0 |
| Cash flow from financing activities | 36,933 | 22,026 |
| Cash and cash equivalents – end of period | ||
| Cash change in cash and cash equivalents [subtotal 1–3] | –4,107 | 25,890 |
| Net change in cash and cash equivalents due to currency translation | –8 | 2 |
| Cash and cash equivalents on Jan, 1 | 18,888 | 12,542 |
| Cash and cash equivalents on Jun, 30 | 14.773 | 38,434 |
| Composition of cash and cash equivalents | ||
| Cash and cash equivalents | 14,773 | 38,434 |
| Cash and cash equivalents on Jun, 30 | 14,773 | 38,434 |
*] Cash receipt from proceeds from the issue from the capital increase in June 2008 totaling EUR 112,193 thousand was on July 2, 2008
| consolidated interim financial statements & notes/… | |
|---|---|
| ¬ | …*/consolidated interim financial statements /… |
Consolidated statement of changes for the period from January 1 to June 30, 2008 in EUR thousand
| Subscribed capital |
Share premium |
Revenue reserves |
Currency translation |
Consoli dated net |
Shareholder of Manz |
Minority interests |
Total equity | ||
|---|---|---|---|---|---|---|---|---|---|
| Retained profits |
Market valuation |
retained | Automation AG |
||||||
| As of Jan. 1, 2008 | 3,583 | 35,555 | 172 | 394 | 13 | 12,931 | 52,648 | 0 | 52,648 |
| Capital increases | 897 | 111,425 | 112,322 | 112,322 | |||||
| Capital procurement costs [after tax] |
–2,778 | –2,778 | –2,778 | ||||||
| Net income for the period | 8,673 | 8,673 | 143 | 8,816 | |||||
| Minority interests from share purchase |
0 | 7,999 | 7,999 | ||||||
| Consolidation-related currency losses/gains [net] |
467 | 467 | 467 | ||||||
| Valuation of financial instruments | 0 | –106 | –106 | –106 | |||||
| As of Jun. 30, 2008 | 4,480 | 144,202 | 172 | 288 | 480 | 21,604 | 171,226 | 8,142 | 179,368 |
| As of Jan. 1, 2007 | 3,257 | 13,529 | 172 | –6 | 27 | 4,686 | 21,665 | 0 | 21,665 |
| Capital increases | 326 | 22,470 | 22,796 | 22,796 | |||||
| Capital procurement costs [after tax] |
–433 | –433 | –433 | ||||||
| Net income for the period | 2,403 | 2,403 | 2,403 | ||||||
| Consolidation-related currency losses/gains [net] |
–31 | –31 | –31 | ||||||
| Valuation of financial instruments | 69 | 69 | 69 | ||||||
| As of Jun. 30, 2007 | 3,583 | 35,566 | 172 | 63 | –4 | 7,089 | 46,469 | 0 | 46,469 |
| consolidated interim financial statements & notes/… | 0055 |
|---|---|
| ¬ …*/consolidated interim financial statements /… |
Segment reporting for divisions [primary reporting format] as of june 30, 2008 in EUR thousand
| systems.solar | systems.lcd | systems.aico | Other | Central functions/ other |
Consolidation | Group | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
|
| Revenues with third parties |
59,045 | 17,632 | 17,524 | 4,984 | 5,824 | 5,449 | 19,207 | 0 | 0 | 101,600 | 28,065 | |||
| Revenues with other segments |
5,220 | -5,220 | ||||||||||||
| EBIT | 24,108 | 8,187 | 5,127 | 1,625 | 834 | 749 | 1,879 | 0 | -19,925 | -6,684 | 12,023 | 3,877 | ||
| EBIT [after allocation of central functions/other] |
9,942 | 2,714 | 1,531 | 665 | 509 | 498 | 41 | 12,023 | 3,877 | |||||
| Segment assets | 72,748 | 19,750 | 48,762 | 4,332 | 11,056 | 10,622 | 26,654 | 0 | 152,533 | 40,056 | 311,753 | 74,760 | ||
| Segment liabilities | 27,070 | 11,184 | 7,524 | 1,921 | 1,657 | 771 | 6,496 | 0 | 89,639 | 14,413 | 132,386 | 28,289 | ||
| Net assets | 45,678 | 8,566 | 41,238 | 2,411 | 9,399 | 9,851 | 20,158 | 0 | 62,894 | 25,643 | 179,367 | 46,471 | ||
| Additions to assets | 15,509 | 619 | 10,901 | 43 | 3,218 | 283 | 3,394 | 0 | 336 | 269 | 33,358 | 1,214 | ||
| Amortization/ depreciation |
718 | 167 | 328 | 116 | 324 | 321 | 269 | 0 | 132 | 74 | 1,771 | 678 | ||
| Employees [annual average] |
184 | 78 | 240 | 25 | 72 | 71 | 394 | 257 | 43 | 1,147 | 217 |
Segment Reporting for Regions [secondary reporting format] as of june 30, 2008 in EUR thousand
| Germany | Rest of Europe Asia |
America | Other Regions | Group | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
First half of 2008 |
First half of 2007 |
|||
| Third-party revenues by customer location |
29,390 | 13,285 | 15,225 | 4,938 | 48,790 | 8,944 | 7,168 | 617 | 1,027 | 281 | 101,600 | 28,065 | ||
| Carrying amount of segment assets by asset location |
202,735 | 71,628 | 23,177 | 1,890 | 84,888 | 508 | 953 | 734 | 0 | 0 | 311,753 | 74,760 | ||
| Investments in non-current assets by asset location |
3,857 | 1,173 | 4,810 | 22 | 24,669 | 8 | 22 | 11 | 0 | 33,358 | 1,214 |
Notes
I. BASICS
These consolidated six-month financial statements as of June 30, 2008 were prepared according to the International Financial Reporting Standards [IFRS] promulgated by the International Accounting Standards Board [IASB] as approved for use in Europe by the EU. They have neither been audited nor subjected to an audit review.
There were no changes to the accounting and valuation methods compared to the annual financial statements as of December 31, 2007. A detailed description of these methods has been published in the notes to the 2007 annual report.
The consolidated interim financial statements were prepared in Euros. If not otherwise stated, all amounts are shown in thousands of Euros [EUR thousand].
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II. GROUP OF CONSOLIDATED COMPANIES
Manz Automation AG's consolidated financial statements include all of the companies for which Manz Automation AG can either directly or indirectly determine the financial and business policy ["controlling" relationship]. In addition to Manz Automation AG, the group of consolidated companies includes the following subsidiaries:
| Share in % | |
|---|---|
| Fully consolidated companies | |
| Manz Automation Inc., North Kingstown/USA | 100.0 |
| Manz Automation Hungary Kft., Debrecen/Hungary | 100.0 |
| MVG Hungary Kft., Debrecen/Hungary | 100.0 |
| Manz Immo Hungary Kft., Debrecen/Hungary | 100.0 |
| Manz Automation Slovakia s.r.o., Nove Mesto nad Vahom/Slovakia | 100.0 |
| Manz Automation Spain S.L., Madrid/Spain | 100.0 |
| Christian Majer GmbH & Co. KG 1], Tübingen/Germany | 100.0 |
| Helmut Majer Verwaltungsgesellschaft mbH, Tübingen/Germany | 100.0 |
| Manz Automation Asia Ltd., Hong-Kong | 100.0 |
| Manz Automation Taiwan Ltd. 2], Hsinchu/Taiwan | 100.0 |
| Manz Automation [Shanghai] Co., Ltd. 2], Shanghai/Taiwan | 100,0 |
| Intech Machines Co., Ltd. 2], Chungli/Taiwan | 70.9 |
| Intech Enterprises [B.V.I.] Co., Ltd. 3], Road Town/British Virgin Island | 70.9 |
| Intech Machines [B.V.I.] Co., Ltd. 3], Road Town/British Virgin Island | 70.9 |
| Intech Machines [Suzhou] Co., Ltd. 4], Suzhou/China | 70.9 |
| Qinhuangdao Intech Machines Ltd. 4], Qinhuangdao/China | 70.9 |
| Intech Technical [Shenzhen] Co., Ltd. 4], Shenzhen/China | 70.9 |
| Consolidation at-Equity | |
| Axystems Ltd, Petach-Tikva/Israel | 24.0 |
1] Change of company name and transformation on July 18, 2008 to become Manz Automation Tübingen GmbH
2] via Manz Automation Asia Ltd.
3] via Intech Machines Co., Ltd.
4] via Intech Machines [B.V.I.] Co., Ltd.
Compared to the financial statements as of December 31, 2007, the group of consolidated companies increased as a result of the acquisition of Christian Majer GmbH & Co. KG and Helmut Majer Verwaltungsgesellschaft mbH as of January 1, 2008, Böhm Electronic Systems Slowakei s.r.o. [now: Manz Automation Slovakia s.r.o.] as of February 1, 2008, the new formation of Manz Automation Spain S.L. in March 2008 and the acquisition of a majority interest in Intech Machines Co., Ltd. as of April 7, 2008.
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III. KEY EVENTS IN THE PERIOD UNDER REVIEW
In the first six months of fiscal year 2008, the Manz Group increased its revenues by 261.6% from EUR 28.1 million in the first quarter of 2007 to EUR 101.6 million.
EBIT improved compared to H1 2007 by 207.7% from EUR 3.9 million to EUR 12.0 million.
Acquisition of Christian Majer GmbH & Co. KG, Tübingen/Germany
Manz Automation acquired a 100% interest in Christian Majer GmbH & Co. KG in Tübingen, Germany, as of January 1, 2008. On June 30, 2008, this company had 94 employees, of which more than 60 are involved in the production and installation of machines. To date the company has concentrated on engineering for processing paper, films and packaging. In addition to the manufacture of mechanical parts, the company also has additional warehouse and assembly halls available with a total area of 4,970 m². Christian Majer GmbH & Co. KG already assembled component assemblies for the Manz Group in 2007 on a job-order basis. Since April 2008, the entire systems.aico division is bundled in Tübingen.
The purchase price for the transfer of the interest and the transfer of shareholder loans totaled EUR 3,412 thousand. Of this total, EUR 1,700 thousand was due to the acquisition of interests and EUR 1,712 thousand was for the transfer of shareholder loans. The purchase price was paid in full from the Manz Group's cash and cash equivalents. The acquisition was accounted for in accordance with IFRS 3. No hidden reserves or liabilities were identified during the purchase price allocation. The difference between the purchase price and the fair value of the net assets acquired is carried as goodwill. This includes the fair value of the anticipated synergies from the acquisition, the value of the employees and the expertise. Synergies are expected in particular, in purchasing and administration.
| in EUR thousand | |
|---|---|
| Acquisition costs [without assumption of debt] | 1,700 |
| Incidental acquisition costs | 25 |
| Purchase price | 1,725 |
| Less | |
| Fair value of acquired net assets | -1,179 |
| Goodwill as of January 1, 2008/June 30, 2008 | 2,904 |
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Acquisition of Böhm Electronic Systems Slowakei s.r.o., Nove Mesto nad Vahom/Slovakia [now: Manz Automation Slovakia s.r.o.]
With effect from February 1, 2008, the Group acquired a 90% interest in Böhm Electronic Systems Slowakei s.r.o. by paying a purchase price of EUR 4,300 thousand and acquiring a loan totaling EUR 870 thousand. The purchase price was paid in full from the Manz Group's cash and cash equivalents. The former Steag Hamatech AG production facility had a total of 255 employees on June 30, 2008 and has 11,400 m² of assembly and warehouse space, of which around 1,300 m² is used for clean-room assembly.
The acquisition was accounted for in accordance with IFRS 3. No hidden reserves or liabilities were identified during the purchase price allocation as of February 1, 2008. The difference between the purchase price and the fair value of the net assets acquired is carried as goodwill. This includes the fair value of the anticipated synergies from the acquisition, the value of the employees and the expertise. Synergies are expected, in particular from purchasing.
| in EUR thousand | |
|---|---|
| Acquisition costs [without assumption of debt] | 4,300 |
| Incidental acquisition costs | 42 |
| Purchase price | 4,342 |
| Less | |
| Fair value of acquired net assets | 816 |
| Net assets due to minority interests | –82 |
| Goodwill as of February 1, 2008 | 3,608 |
| Currency translation effect since first-time consolidation | 378 |
| Goodwill as of June 30, 2008 | 3,986 |
Acquisition of Intech Machines Co., Ltd., Chungli/Taiwan
On January 28, 2008, the subsidiary Manz Automation Asia Ltd. made an acquisition offer for Intech Machines Co., Ltd., a company listed in Taiwan. The acquisition offer was successfully concluded on April 7, 2008 with the acquisition of a 70.93% interest. Intech Machines' core business is the construction of wet-chemical process lines for the LCD and PCB industries. The company had a total of 942 employees in Taiwan and China as of June 30, 2008. The acquisition of Intech Machines gives Manz Automation access to the technology and capacity to produce wet-chemical process lines, which cover a major section of the production process in both the LCD and thin-film solar industries. The purchase price totaled EUR 34,506 thousand plus incidental acquisition costs totaling EUR 1,037 thousand. The purchase price was financed with current bank loans.
The acquisition was accounted for in accordance with IFRS 3. The hidden reserves uncovered as part of the purchase price allocation related exclusively to intangible assets. These are the process technology for wet-chemical cleaning totaling EUR 7,926 thousand and goodwill of EUR 16,307 thousand. Process technology is amortized over a useful life of 8 years.
| in EUR thousand | |
|---|---|
| Acquisition costs | 34,506 |
| Incidental acquisition costs | 1,037 |
| Purchase price | 35,543 |
| Less | |
| Fair value of acquired net assets | 27,118 |
| Net assets due to minority interests | –7,882 |
| Goodwill as of April 7, 2008 | 16,307 |
| Currency translation effect since first-time consolidation | 24 |
| Goodwill as of June 30, 2008 | 16,331 |
If Intech Machines Co., Ltd. and Manz Automation Slovakia had been acquired at the start of the year under review, consolidated revenues would have totaled EUR 114,953 thousand on June 30, 2008 and consolidated EBIT would have totaled EUR 11,395 thousand.
Goodwill includes non-separable values. This mostly relates to technology and the employees' technical expertise. The purchase price allocations that were performed are preliminary and could still change as part of the final distribution of the purchase price.
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IV. NOTES ON THE INDIVIDUAL ITEMS OF THE INCOME STATEMENT
Cost of materials
| EUR thousand | Jun. 30, 2008 | Jun. 30, 2007 |
|---|---|---|
| Cost of raw materials, consumables and supplies and purchased goods | 45,502 | 10,597 |
| Cost of purchased services | 15,599 | 6,078 |
| 61,101 | 16,675 |
Other operating expenses
| EUR thousand | Jun. 30, 2008 | Jun. 30, 2007 |
|---|---|---|
| Advertising and travel expenses | 2,090 | 626 |
| Outgoing freight, packaging | 1,405 | 216 |
| Rent and leasing | 1,150 | 408 |
| Commission | 940 | 67 |
| Legal and consulting costs | 741 | 317 |
| Insurance | 331 | 151 |
| Exchange rate losses | 489 | 134 |
| Other | 4,174 | 1,088 |
| 11,320 | 3,007 |
Income taxes
Income taxes include both actual and deferred income taxes from temporary differences and existing tax losses carried forwards.
Income taxes are composed of the following items:
| EUR thousand | Jun. 30, 2008 | Jun. 30, 2007 |
|---|---|---|
| Current tax liabilities | 237 | 8 |
| Deferred tax expense | 2,323 | 1,436 |
| 2,560 | 1,444 |
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V. NOTES TO THE INDIVIDUAL ITEMS OF THE BALANCE SHEET
Intangible assets
| EUR thousand | Jun. 30, 2008 | Dec. 31,2007 |
|---|---|---|
| Licenses, software and similar rights and assets | 780 | 433 |
| Wet-process technology from purchase price allocation Intech Machines Co. | 7,679 | 0 |
| Development costs capitalized | 6,106 | 5,367 |
| Goodwill | ||
| Intech Machines Co. Ltd. | 16,331 | 0 |
| Manz Automation Slovakia s.r.o. | 3,986 | 0 |
| Christian Majer GmbH & Co. KG | 2,904 | 0 |
| Helmut Majer Verwaltungsgesellschaft mbH | 4 | 0 |
| Manz Automation Hungary Kft. | 33 | 30 |
| 37,823 | 5,830 |
Property, plant and equipment
| Jun. 30, 2008 | Dec. 31,2007 |
|---|---|
| 7,577 | 668 |
| 3,215 | 1,074 |
| 3,500 | 956 |
| 1,200 | 290 |
| 15,492 | 2,988 |
Inventories
| EUR thousand | Jun. 30, 2008 | Dec. 31,2007 |
|---|---|---|
| Raw materials, consumables and supplies | 10,811 | 1,794 |
| Work in progress | 17,281 | 10,579 |
| Finished goods/merchandise | 2,117 | 1,082 |
| Advance payments made | 3,296 | 1,257 |
| 33,505 | 14,712 |
Trade receivables
| EUR thousand | Jun. 30, 2008 | Dec. 31,2007 |
|---|---|---|
| Future receivables from non-current construction contracts | 27,592 | 13,852 |
| Trade receivables | 48,099 | 9,168 |
| 75,691 | 23,020 |
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| in EUR thousand | Jun. 30, 2008 | Dec. 31,2007 |
|---|---|---|
| Production costs including outcome of the contract for non-current construction contracts" |
88,994 | 32,808 |
| less advance payments received | –61,402 | –18,956 |
| 27,592 | 13,852 |
Other current receivables
| EUR thousand | Jun. 30, 2008 | Dec. 31,2007 |
|---|---|---|
| Tax receivables [not income taxes] | 2,075 | 869 |
| Receivables from issuing banks from capital increase [proceeds from the issue] |
112,193 | 0 |
| Receivables - staff | 174 | 14 |
| Interest deferrals | 27 | 189 |
| Rent deposits*] | 0 | 84 |
| Other | 421 | 36 |
| 114,890 | 1,192 |
*] As of June 30, 2008, rent deposits are carried under other non-current assets.
Equity
The changes in the group's individual equity items are shown separately in the "Statement of Changes in Consolidated Equity".
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Subscribed capital
The subscribed capital increased to EUR 4,480,054 [December 31, 2007: EUR 3,582,900] and comprises 4,480,054 no-par value bearer shares.
The company's share capital was increased from EUR 3,582,900.00 by EUR 1,143.00 to EUR 3,584,043.00, using part of the authorized capital and with the approval of the Supervisory Board on April 21, 2008. This increase was performed by issuing 1,143 new, no-par value bearer shares [shares] to 61 company employees against contribution of their claims from profit participation or performance-related remuneration as a non-cash payment. The implementation of the capital increase was entered on the commercial register at Stuttgart Local Court on May 6, 2008. The employees undertake not to sell the 1,143 new shares before October 17, 2008 [lock-up period].
On June 10, 2008, the Managing Board, exercising its authorization issued on August 11, 2006 as a result of a resolution by the company's General Meeting within the meaning of Article 3 [3] of the Articles of Incorporation [Authorized Capital] within the meaning of Section 202 et seq. of the Aktiengesetz [AktG – German Public Limited Companies Act], with the approval of the Supervisory Board dated June 10, 2008, resolved to increase the company's share capital from EUR 3,584,043.00 by EUR 896,011.00 to EUR 4,480,054.00 by issuing 896,011 new, no-par value bearer shares [shares] with profit participation rights from January 1, 2008 against cash contributions. The new shares were offered to the company's shareholders for subscription with the exception of a fraction of EUR 0.25 corresponding to 0.25 new shares, in the ratio of 4:1. The increase to the share capital was entered in the commercial register on June 27, 2008.
Share premium
The share premium mostly include shareholders contributions within the meaning of Section 272 [2] No. 1 of the Handelsgesetzbuch [HGB – German Commercial Code], less the costs of procuring capital after taxes.
Provisions for pensions
Provisions for pensions increased from EUR 59 thousand on December 31, 2007 to EUR 3,962 thousand on June 30, 2008. This increase was mostly due to the acquisition of Christian Majer GmbH & Co. KG on January 1, 2008. There are pension commitments at Christian Majer GmbH & Co. KG totaling EUR 3,645 thousand from a company pension plan for new employees after July 15, 1997. After netting with the existing assets from the re-insurance policies totaling EUR 235 thousand, this resulted in a provision for pensions totaling EUR 3,410 thousand at Christian Majer GmbH & Co. KG as of June 30, 2008.
Current financial debt
As of June 30, 2008, the Manz group had current financial debt totaling EUR 53,273 thousand for the first time since fiscal year 2005. This amount comprises current liabilities to banks for financing the acquisition of the interest in Intech Machines Co., Ltd., Taiwan totaling EUR 37,500 thousand as well as current liabilities to banks from Manz Automation Slovakia and Intech Machines Co., Ltd, now consolidated for the first time.
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VI. INFORMATION ON SEGMENT REPORTING
As a result of the acquisitions in the first half of 2008, the division "Other" was added to segment reporting. This division primarily includes job-order production for third-party customers of Manz Automation Slovakia s.r.o., the division for wet-chemical process equipment for the PCB industry at Intech Machines Co., Ltd. as well as the division for machines to produce paper, films and packaging at Christian Majer GmbH & Co. KG.
Intech Machines Co., Ltd's division for the production of wet-chemical process equipment for the LCD industry is included in the systems.lcd division.
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VII. KEY EVENTS OF PARTICULAR IMPORTANCE AFTER THE END OF THE PERIOD UNDER REVIEW
Cooperation with Basler AG
A strategic alliance with Ahrensburg-based Basler AG was agreed in August 2008 to further develop existing systems [also see the comments under the report on events after the balance sheet date in the interim management report].
There were no other material issues that could impact the financial position and results of operations.
VIII. Further information
Employees The Manz Group had an average of 1,147 employees in H1 2008 [H1 2007: 217 employees].
Managing Board Dieter Manz [engineering graduate], CEO Martin Hipp [business administration graduate], CFO Volker Renz, [engineering graduate], COO Otto Angerhofer [engineering graduate]
Supervisory Board
Dr. Jan Wittig [Chairman], Rechtsanwalt [Rechtsanwälte Dr. Schaudt und Kollegen, Stuttgart] Dr. Heiko Aurenz, Dipl. oec. [Deputy Chairman], [Managing Partner of Ebner Stolz Mönning Unternehmensberatung GmbH, Stuttgart] Prof. Dr.-Ing. Dr. h.c. mult. Rolf D. Schraft, engineer [Former Head of the Fraunhofer Institute for Production Technology and Automation, Stuttgart]
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Declaration by legal representatives
Manz Automation AG's legal representatives declare that, to the best of their knowledge, this consolidated interim report provides a true and fair view of the group's financial position and results of operations, that the consolidated interim management report presents business developments – including the consolidated results and the group's situation – in such a way as to provide a true and fair view of actual developments, and furthermore, that the most important opportunities and risks associated with the group's likely development throughout the remainder of the fiscal year have been outlined.
Reutlingen, August 13, 2008
Manz Automation AG – The Managing Board
Dieter Manz Otto Angerhofer Martin Hipp Volker Renz
Manz Automation AG Steigaeckerstraße 5 72768 Reutlingen Germany Phone +4971219000-0 Fax +4971219000-99 www.manz-automation.com [email protected]