Interim / Quarterly Report • Aug 23, 2016
Interim / Quarterly Report
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Half-Year Report as of June 30, 2016 (unaudited)
| Status report | 02 |
|---|---|
| Successful implementation of the resolved bond restructuring |
03 |
|---|---|
| Solar, optical disc and semiconductor segment |
05 |
| Focus on new markets | 07 |
| Order intake and order backlog |
08 |
| Sales and earnings | 08 |
| Balance sheet and liquidity | 09 |
| Shareholders' equity | 10 |
| Cash flow | 10 |
| Risk Report | 11 |
| Development of costs and prices |
11 |
| Research and development | 11 |
| Employees | 11 |
| Stock | 12 |
| Corporate bond | 14 |
| Outlook for the business year 2016 |
15 |
| Balance Sheet | 16 |
|---|---|
| Income Statement | 18 |
| Statement of Comprehensive Income |
19 |
| Statement of Changes in Equity |
19 |
| Statement of Cash Flows | 20 |
The course of business in the first half of 2016 was mainly driven by two factors: the successful implementation of the bond restructuring as well as the conclusion of several contracts for the delivery of machines for the production of CIGS solar modules with two subsidiaries of the Chinese stateowned enterprise China National Building Materials (CNBM) in the course of the trade fair SNEC in Shanghai, China. The first advanced payment as agreed in the contract is still pending, however, the customer has confirmed the transmission in written form.
In the half-year under review SINGULUS TECHNOLOGIES AG (SINGULUS TECHNOLOGIES) signed a major order for CIGS production equipment with an order volume of around
€ 110 million. Accordingly, the order intake of € 131.5 million in the first half of 2016 was significantly higher than the previous year's level of € 73.1 million. Correspondingly, the order backlog increased to € 133.5 million (June 30, 2015: € 57.9 million). The half-year sales for 2016 at € 24.6 million were below the prior-year level of € 29.2 million. In the second quarter of 2016 sales in the amount of € 10.5 million were below the level of € 16.6 million achieved in the same quarter one year ago. In the first half of 2016 earnings before interest and taxes (EBIT) stood at € -9.3 million (previous year: € -9.8 million). In the second quarter 2016 EBIT stood at € -3.5 million (previous year: € -3.9 million). Adjusted for restructuring income, the second quarter of 2016 produced adjusted EBIT in the amount of € -4.7 million (previous year: € -3.9 million).
In connection with the bond restructuring a restructuring income in the amount of € 41.2 million was realized in June 2016. The income was reported as financial income. From this a financial result of € 38.6 million was recognized.
As a result of the balance sheet restructuring the shareholders' equity as of June 30, 2016 stood at € 17.6 million resulting in an equity ratio of 24 %. The available liquid funds amounted to € 12.4 million.
In the past couple of weeks, SINGULUS TECHNOLOGIES has concluded the restructuring of the corporate bond due in 2017. The capital increase for cash resolved by the Extraordinary General Meeting is still pending.
The second bondholder meeting of SINGULUS TECHNOLOGIES AG with respect to the € 60.0 million 7.75 % bearer note 2012/2027 ISIN: DE000A1MASJ4 / WKN: A1MASJ (overall the "old SINGULUS bond"), divided into 60,000 bearer bonds with a nominal value of € 1,000 each, resolved the restructuring of the old SINGULUS bond on February 15, 2016, which the Extraordinary General Meeting on February 16, 2016 approved.
Actions for rescission were filed against the resolutions of both assemblies. However, both the actions for rescission against the resolutions of the bondholder meeting as well as the action for rescission against the resolutions of the Extraordinary General Meeting were revoked by the plaintiffs. Accordingly, SINGULUS TECHNOLOGIES AG was able
to implement the resolved restructuring of the SINGULUS bond in a timely manner. In particular, the respite of the interest payment under the old SINGULUS bond until March 23, 2017 and the temporary waiver of certain termination rights already became effective in the first quarter 2016.
The resolution of the Extraordinary Shareholder Meeting of SINGULUS TECHNOLOGIES AG as of February 16, 2016 with respect to the reduction of the nominal capital was implemented with effect from June 6, 2016 and the conversion of the quotation of the shares of SINGULUS TECHNOLOGIES at the Frankfurt Stock Exchange with a ratio of 160:1 effected.
Among other matters, the creditors of the old SINGULUS bond resolved as per resolution in the context of the second bondholder meeting on February 15, 2016 under agenda item 11, to transfer the notes of the old SINGULUS bond held by them to a clearing company and in return receive for each note of the old SINGULUS bond with a nominal value of € 1,000 each (in addition to accrued interest)
a purchase right for new shares of SINGULUS TECHNOLOGIES AG and a purchase right for new, secured bonds issued by SINGULUS TECHNOLOGIES AG with an overall volume of € 12.0 million.
In order to enable the technical implementation of the cancellation of the notes of the old SINGULUS bond and the transfer of purchase rights (as defined per resolution under agenda item 11) the trading of the old SINGULUS bond as well as their quotation at the Quotation Board of the Frankfurt Stock Exchange was halted as of June 21, 2016. The exchange of the notes of the old SINGULUS bond into purchase rights was effected on June 23, 2016.
The purchase offer for the freeof-charge subscription of new shares and new bonds with respect to the bonds with WKN A1MASJ / ISIN DE000A1MASJ4 was published on June 28, 2016.
The purchase offer envisaged bondholders of the old SINGULUS bonds receiving 96 new shares and two new notes with a nominal value of € 100 each exchanging with a nominal value of € 1,000
each (including all ancillary claims) for each old SINGULUS note. Where the former bondholders refrained from exercising the free-of-charge purchase rights or did not exercise them within the time limit, they remained in account of the respective bondholders and were subsequently sold by ODDO SEYDLER BANK AG. The bondholders were promised a cash settlement, which was subsequently paid.
Within the subscription period from June 29, 2016 until July 13, 2016, the former bondholders exercised the overall existing purchase rights to the following extent:
The new shares and new bonds in respect of which former bondholders did not exercise their subscription right (treasury shares and treasury bonds respectively) were publicly
offered for purchase to the former bondholders, subscription-entitled shareholders and individual subscribers. A subscription platform was set up on the website, on which respective purchase offers could be submitted during the rights offering period from June 29, 2016 until July 15, 2016 (both dates included). ODDO SEYDLER BANK AH then sold the new shares and new bonds on the basis of the submitted offers. The purchase price for each liquidation share after the conclusion of the rights offering period was determined at € 3.25. The purchase price for the liquidation bond amounted to 71.25 % of the nominal value.
In the event that the liquidated bonds are neither sold, nor cancelled nor prematurely repaid, the average annual yield for the time from the issue date of the new bonds (including) until maturity (excluding) amounts to 15.19 % for all bondholders who received the new bonds at the issue date in the course of the allocation of liquidation bonds and at the determined purchase price.
Overall, 1,034,592 liquidation shares and 21,418 liquidation bonds with a fixed purchase price of € 3.25 per liquidation share and € 71.25 per liquidation bond were allocated and sold pursuant to the terms of the acquisition offer.
The net sales proceeds less liquidation expenses were distributed to the former bondholders of the old SINGULUS bond who did not exercise their respective acquisition rights, as share and bond cash compensation, as follows:
The payments of the share cash compensation and the bond cash compensation took place between July 27 – 29, 2016.
The admission of the new shares (WKN A1681X / ISIN DE000A1681X5) from the exchange capital increase to the Regulated Market at the Frankfurt Stock Exchange (Prime Standard) and the admission of the new bonds (WKN A2AA5H / ISIN DE000A2AA5H5) to the Quotation Board of the Frankfurt Stock Exchange became effective on July 20, 2016.
The first quotation of the new shares took place on July 21, 2016, and the new bonds were quoted for the first time on July 22, 2016.
The international markets for solar cells develop favorably and result in brisk interest in investment in new production equipment for solar cells. The biggest national markets remain China, Japan, the US and also India. The apparent regional diversification of the market will progress further.
SINGULUS TECHNOLOGIES had already disclosed on February 11, 2016 that it had booked a construction order at the end of 2015 for the advanced generation of CISARIS selenization machines for the use in a CIGS solar module factory in China. The fundamental construction work according to the customer's specifications was completed by SINGULUS TECHNOLOGIES in the first quarter 2016 and conceptually agreed with the customer.
SINGULUS TECHNOLOGIES then concluded legally binding contracts for the delivery of machines for the production of CIGS solar modules in May 2016 in the context of the solar trade
fair SNEC in Shanghai, China, with two subsidiaries of the Chinese state-owned enterprise CNBM.
The order extent agreed in the contracts includes the delivery of machines of the CISARIS, VISTARIS and SELENIUS types, all of them being high-tech selenization and vacuum coating machines. The machines are to be used at two different factory sites and serve as a first expansion step for the set-up of the respective factories with an output volume of around 150 MW each. The total order volume for SINGULUS TECHNOLOGIES is around € 110 million overall.
The planned final output volume of each factory will amount to around 300 MW each in the end. This goal is targeted by the customer in a subsequent, second expansion step for the respective factory sites. The first prepayment was not received until the print deadline of the present report. The respective advanced payment was announced in written form and will be expected promptly.
For the market of machines for the production of crystalline, high-performance cells, e.g. heterojunction solar cells, the company has reached a leading market position with its etching and cleaning machine SILEX II further developed in 2014 and continues to expand the market position. Tier-1 cell manufacturers (globally leading producers of solar cells) not only continued projects talks at the company's fair booth during Intersolar Europe, but also visited the production site in Fuerstenfeldbruck. The wetchemical processing machines of the SILEX II type were at the center of the discussions.
In June 2016 SINGULUS TECHNOLOGIES received orders from one of the largest Russian photovoltaics manufacturers, Hevel LLC, Novocheborsarsk, Russia (Hevel), for the delivery of production machines for high-performance solar cells (heterojunction). The signed contracts relate to pressing
machines of the SILEX II type as well as other supply units required for the cell manufacturing.
The delivery of the systems and machines will take place in the next couple of months. With the equipment Hevel intends to transform its production site in Russia for the manufacturing of high-performance solar modules with around 160 MW annual production output. With this step, the Eastern European producer of solar cells will convert its existing manufacturing of a-Si thin-film solar cells to the production of the new highperformance heterojunction solar cells. The required process know-how for the production of heterojunction solar cells will be contributed by the Hevel research center.
Additional projects in the area of heterojunction solar cells are being prepared and suggest a conclusion still in the current business year.
The stagnating production volumes for Optical Disc also suggest a weak market for new Blu-ray Disc production machines in the future. Also the hesitant introduction of the new Blu-ray Disc format "Ultra HD Blu-ray" in the current business year does not provide stimulus for additional investments. Although the first Blu-ray Discs with 4K movies were released in April and nearly all Hollywood studios have started the distribution of movies, there is still a lack of adequate players at attractive market prices for the mass market. SINGULUS TECHNOLOGIES is in talks with all major disc producers, but still does not see the customers' willingness to invest into the new machine technology BLULINE III.
In addition to the MRAM application, with its machine line the company continues to focus on new potential applications of vacuum coating technology for magnetic layers within the semiconductor sector. From SINGULUS TECHNOLOGIES' viewpoint the further development and importance of MRAM as a potential storage technology of the future is still uncertain. A trend-setting decision is not expected for the current business year 2016. Nevertheless, during the reporting period intense project discussions with large international semiconductor manufacturers were led on new investments.
SINGULUS TECHNOLOGIES continues to work on new applications in the work areas of vacuum thin-film technology, plasma technology, wetchemical processing as well as thermal processing technologies. This includes renewable energies, the entire area of entertainment, ever increasing mobility, semiconductor technologies as well as consumer goods of any kind.
Vacuum deposition system SELENIUS for the production of CIGS solar modules
The order intake in the first half of 2016 amounted to 131.5 million (previous year: € 73.1 million), which was significantly higher than the level achieved in the first half of 2015. In the quarter under review the order intake came to € 121.1 million (previous year: € 10.3 million). The order backlog amounted to € 133.5 million as of June 30, 2016 (June 30, 2015: € 57.9 million).
Sales in the first six months of the business year 2016 of € 24.6 million did not reach the prior-year level of € 29.2 million. The reason for this is a decline in the Optical Disc division (€ -3.5 million) and Solar (€ -2.0 million). The Semiconductor segment showed a contrasting trend (€ + 0.9 million). Sales of € 10.5 million in the second quarter 2016 were below the € 16.6 million achieved in the previous year. This is also mainly due to declining sales in the segments Solar (€ -4.9 million) and Optical Disc (€ -1.5 million).
Specifically, sales in the first half of 2016 are split into € 9.7 million in the Optical Disc segment (previous year: € 13.2 million), Solar at € 12.7 million
(previous year: 14.7 million) and Semiconductor at € 2.2 million (previous year: € 1.3 million). In the quarter under review sales are split into € 4.8 million in the Optical Disc segment (previous year: € 6.3 million), Solar at € 4.5 million (previous year: 9.4 million) and Semiconductor at € 1.2 million (previous year: € 0.9 million).
For the first half of 2016 the percentage regional sales breakdown was as follows: North and South America 55.3 % (previous year: 53.8 %), Europe 24.8 % (previous year: 19.5 %), Asia 17.5 % (previous year: 25.0 %) as well as Africa and Australia 2.4 % (previous year: 1.7 %). The percentage regional breakdown of sales for the second quarter 2016 was as follows: North and South America 43.8 % (previous year: 47.6 %), Europe 31.4 % (previous year: 19.3 %), Asia 21.0 % (previous year: 31.9 %) as well as Africa and Australia 3.8 % (previous year: 1.2 %).
In the first half of 2016 the gross profit margin declined by 1.5 percentage points compared with the prior-year level and amounted to 17.8 % (previous year: 19.3 %). A slightly lower utilization rate in the period under review contributed significantly to this trend.
The gross profit margin in the second quarter 2016 stood at 19.4 % (previous year: 22.6 %).
The operating expenses in the first half-year 2016 in the amount of € 13.6 million were below the prior-year level (€ 15.4 million). This decline is predominantly caused by lower general and administrative expenses (€ -1.1 million) as well as slightly lower expenses for research and development (€ -0.4 million).
In the quarter under review the expenses for research and development amounted to € 1.9 million (previous year: € 2.0 million), for sales & marketing and customer services to € 3.0 million (previous year: € 3.0 million) and general & administrative expenses to € 2.1 million (previous year: € 3.0 million). The other operating expenses came to € 0.1 million (previous year: € 0.6 million), the other operating income stood at € 0.4 million (previous year: € 1.0 million). The income from the restructuring includes income from the reversal of restructuring provisions in connection with the revaluation of business activities in the Optical Disc segment. In addition, the associated costs (transaction costs) were reclassified along with the completion of balance-sheet
restructuring. While costs related to the issuance of the new shares are to be netted directly with equity, the remaining transaction costs were netted with the restructuring gain.
In the first half of 2016 earnings before interest and taxes (EBIT) stood at € -9.3 million (previous year: € -9.8 million). The EBIT in the quarter under review was also negative at € 3.5 million (previous year: € -3.9 million). Adjusted for restructuring income, EBIT came to € -4.7 million (previous year: € -3.9 million).
In connection with the bond restructuring, restructuring income in the amount of € 41.2 million was realized in June 2016. The income was reported within financial income. Correspondingly, the financial result came to € 38.6 million for the first half of 2016. The net result for the six-month period stood at € 29.2 million (previous year: € -12.3 million).
In detail, the breakdown of sales and the operating result is split between the segments as follows:
As of the balance sheet date, the short-term assets came to € 54.3 million, significantly below the level of the end of 2015 (previous year: € 71.1 million). This is mainly due to the decline in cash and cash equivalents (€ -6.6 million) as well as reduced receivables from production orders (€ -6.4 million) because of the weak business operations. In addition, the other receivables and other assets declined by € 4.2 million. This is mainly due to a decline in
| Segment Reporting from January 1 to June 30, 2016 and 2015 |
Segment Optical Disc | Segment Solar | Segment Semiconductor |
SINGULUS TECHNOLOGIES Group |
||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | |
| million € | million € | million € | million € | million € | million € | million € | million € | |
| 6-month figures | ||||||||
| Sales (gross) | 9.7 | 13.2 | 12.7 | 14.7 | 2.2 | 1.3 | 24.6 | 29.2 |
| Sales deduction and individual selling expenses |
-0.3 | -0.2 | 0.0 | 0.0 | -0.1 | 0.0 | -0.4 | -0.2 |
| Sales (net) | 9.4 | 13.0 | 12.7 | 14.7 | 2.1 | 1.3 | 24.2 | 29.0 |
| Result of restructuring | 0.2 | 0.0 | -0.2 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Write-offs and amortization | -0.2 | -0.4 | -1.0 | -1.0 | 0.0 | -0.4 | -1.2 | -1.8 |
| Operating result (EBIT) | -1.3 | -2.9 | -8.1 | -4.9 | 0.1 | -2.0 | -9.3 | -9.8 |
| Financial result | 38.6 | -2.4 | ||||||
| Earnings before taxes | 29.3 | -12.2 | ||||||
| 2nd Quarter | ||||||||
| Sales (gross) | 4.8 | 6.3 | 4.5 | 9.4 | 1.2 | 0.9 | 10.5 | 16.6 |
| Sales deduction and individual | ||||||||
| selling expenses | -0.1 | -0.2 | 0.0 | 0.0 | -0.1 | 0.0 | -0.2 | -0.2 |
| Sales (net) | 4.7 | 6.1 | 4.5 | 9.4 | 1.1 | 0.9 | 10.3 | 16.4 |
| Result of restructuring | 0.6 | 0.0 | 0.5 | 0.0 | 0.1 | 0.0 | 1.2 | 0.0 |
| Write-offs and amortization | -0.1 | -0.2 | -0.5 | -0.5 | 0.0 | -0.2 | -0.6 | -0.9 |
| Operating result (EBIT) | 0.1 | -1.2 | -3.6 | -1.8 | 0.0 | -0.9 | -3.5 | -3.9 |
| Financial result | 39.9 | -1.3 | ||||||
| Earnings before taxes | 36.4 | -5.2 |
restricted funds (€ -1.1 million) as well as prepayments received for current production orders (€ -2.0 million). Both items are reported within the balance sheet item "Other receivables and other assets". The restricted financial assets include deposited cash, which serves as security for guarantees for prepayments received.
The long-term assets in the amount of € 19.9 million are around the level as of December 31, 2015 (previous year: € 21.0 million). This change mainly results from the decrease in long-term accounts receivable with a term of more than one year (€ -0.5 million).
The short-term debt decreased by € 9.2 million to € 27.1 million compared with the level at the end of the business year 2015.
This is mainly due to the declining accounts payable (€ -5.5 million) in connection with the weak business operations. Furthermore, financing liabilities from the issuance of the bond were cancelled in the course of the balance sheet restructuring (€ -3.6 million). The other liabilities decreased by € 1.2 million.
The long-term debt declined by € 47.8 million and stood at € 29.5 million. This decrease is especially caused by the balance sheet restructuring of the company. In this connection, the financing liabilities in the amount of € 59.8 million stemming from the bond issued in 2012 were cancelled. In contrast, in the course of the balance sheet restructuring a new financing liability in the amount of € 12.0 million was created due to the new bond issued in July 2016.
The shareholders' equity in the Group increased by € 39.1 million in the period under review and stood at € 17.6 million as of June 30, 2016 (previous year: € -21.5 million). Specifically, in the course of the capital increase in kind and in this connection the issuance of 5,760,000 new shares each with a nominal value of € 1.00, the issued capital increased by € 5.760,000.00, and the capital reserves by € 4.6 million.
The nominal capital of the company was reduced in advance by € 48,624,426 to € 305,814.00. At the same time € 48.6 million was netted with other revenue reserves. Equity in the amount of € 16.7 million is attributable to the shareholders of SINGULUS TECHNOLOGIES and € 0.9 million to minorities. Accordingly, as of June 30, 2016 the equity ratio amounted to 24 % (previous year: -23 %).
In the first half of 2016 the operating cash flow of the Group of € -5.0 million was substantially below the previous year's level of € 1.9 million). The cash flow from investing activities came to € -0.6 million (previous year: € -2.4 million). The cash flow from financing activities contains the transaction costs in connection with the capital increase in kind as well as the issuance of the new bond in the amount of € 2.1 million. Furthermore the change in restricted funds results in € 1.1 million (previous year: -7.0 Million €). The cash flow from financing activities amounted to € -1.0 million in total (previous year: € -11.9 million). Overall, the amount of cash and cash equivalents declined by € 6.6 million in the first half of 2016 to currently € 12.4 million.
In the course of the first six months of the business year 2016 there were in principle no changes in the relevance of the risks depicted in the combined status report for the year 2015 under the chapters "Risk report" and "Outlook for the business years 2016 and 2017". The project risks have increased significantly due to the placement of the major order by CNBM for the delivery of machines for the production of CIGS solar modules. We nolonger assess the project risks with a relevance score of 3, but currently estimate a relevance score of 5. Accordingly, a failure of the project would threaten the survival of the company. The probability of occurence is still assumed to be unchanged at "medium". The sales market risk for the Solar segment as well as the liquidity risk are risks jeopardizing the company's continued existence within the Group and could result in a negative impact for the entire group of companies and could substantially reduce the company's value.
The liquidity risk is still assessed by us with a relevance score of 5. However, following the successful implementation of the bond restructuring as well as a significantly improved order situation, we no longer assess the probability of occurrence as being "medium", but rather only "low". Nevertheless, subject to the future course of business the liquidity situation could deteriorate significantly once again. The market risk in the Solar segment is unchanged with a relevance score of 5 as well as a medium probability of occurrence.
From our perspective the selling prices developed as planned in the first half of the business year. Material and personnel expenses also developed according to our budgets. However, the price situation in the Solar segment depends strongly on the future developments of demand in this market.
At € 4.8 million in total the expenditures for developments in the first half of 2016 were below the prior-year's level of € 5.6 million. The expenditures for development activities came to € 2.1 million (previous year: € 3.0 million) in the quarter under review.
The number of employees in the SINGULUS TECHNOLOGIES Group slightly decreased from 335 salaried employees as of December 31, 2015 to 333 employees as of June 30, 2016.
The resolution of the Extraordinary General Meeting of SINGULUS TECHNOLOGIES AG as of February 16, 2016 with respect to the reduction of the nominal capital of SINGULUS TECHNOLOGIES by means of simplified redemption of 74 shares by the company as well as the resolution with respect to the simplified reduction of the nominal capital to cover losses and to offset write-offs, was recorded into the Commercial Register of the company at the Local Court Aschaffenburg on May 25, 2016.
SINGULUS TECHNOLOGIES then implemented the reduction of the nominal capital by means of effected redemption pursuant to
Art. 237 Para. 3 No. 1 AktG of 74 shares offered by a shareholder free of charge and a simplified capital reduction pursuant to Art. 229 AktG. The nominal capital of the company, which had amounted to € 48,930,240.00 after the redemption of the shares, was reduced by € 48,624,426.00 to € 305,814.00 through the registration of the resolution of the Extraordinary General Meeting on February 16, 2016.
With effect from June 6, 2016 the quotation of the shares of SINGULUS TECHNOLOGIES was changed at a ratio of 160:1 on the Frankfurt Stock Exchange. Correspondingly, the depository banks exchanged the holdings in the shares of SINGULUS TECHNOLOGIES as of June 3, 2016 after the market's close.
For every 160 shares with a nominal value of € 1.00 each shareholder received one (1) converted share with a nominal value of € 1.00.
If shareholders had holdings in the stock which were not multiples of 160, shareholders received fractional shares. Through respective buy or sell orders the fractional shares could be rounded up or down to fully-vested rights (whole shares). Remaining fractional shares, which could be balanced by the depository banks, were combined with other fractional shares by Clearstream Bank AG and turned to the account of the depository banks as full shares by ODDO SEYDLER BANK AG. The commercialization of the fractional shares was performed
| Shares outstanding | 6,065,814 |
|---|---|
| Nominal capital in € | 6,065,814 |
| ISIN | DE000A1681X5 |
| WKN | A1681X |
| Stock symbol | SNG / Reuters SNGG.DE / Bloomberg SNG.NM |
| Type of shares | Ordinary bearer shares at a par value of € 1 each |
| Prime Standard | Technology |
at the bank's discretion or pursuant to Art. 226 Para. 3 AktG. The quotation of the converted shares resulting from the capital reduction in the Prime Standard Technology at the Frankfurt Stock Exchange commenced on June 6, 2016.
The resolutions of the bondholder meeting on February 15, 2016 as well as of the Extraordinary General Meeting of the company on February 16, 2016, were the essential prerequisites for the implementation of the restructuring concept. The concept mainly provided for the exchange of the old SINGULUS bond into new shares of the company as well as new bearer notes of the secured bond which was newly issued. In the course of the exchange capital increase
SINGULUS TECHNOLOGIES issued 5,760,000 new, common bearer shares pursuant to the capital increase against contribution in kind resolved by the Extraordinary General Meeting of the company on February 16, 2016, with a nominal value of € 1.00 per share and with full profit sharing entitlement from January 1, 2015. In the course of the implementation of the exchange capital increase, ODDO SEYDLER BANK AG subscribed and acquired the new shares from the issuer and offered these shares to the former bondholders of the old SINGULUS bond. As agreed, as of the print deadline ODDO SEYDLER BANK AG transferred all new shares to the accounts of the respective shareholders. The company has
not received any liquid funds in the course of the exchange capital increase.
The admission of the new shares from the exchange capital increase to the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) was effective as of July 20, 2016. The quotation of the new shares with ISIN DE00A1681X5 and WKN A1681X took place on July 21, 2016.
At the time of the print deadline the stock traded at € 4.84 on August 17, 2016.
| Universal-Investment-Gesellschaft mit beschränkter Haftung |
8.42 % |
|---|---|
| Prime Capital AG | 7.97 % |
| Harald Busch | 7.33 % |
| VVG Familie Roland Lacher KG | 16.24 % |
The bearers of the € 60.0 million 7.75 % bearer bond 2012/2017 of SINGULUS TECHNOLOGIES AG (overall the "old SINGULUS bond"), divided into 60,000 bearer notes with a nominal value of € 1,000 each, had resolved a restructuring of the old SINGULUS bond at the second bondholder meeting on February 15, 2016, which the Extraordinary General Meeting on February 16, 2016 also approved.
Trading in the old SINGULUS bond as well as the quotation at the Quotation Board of the Frankfurt Stock Exchange was halted on June 21, 2016. Derecognition of the old SINGULUS bond and recognition of the acquisition rights to new shares of SINGULUS TECHNOLOGIES and an acquisition right to the new secured bonds were effected on June 23, 2016. Cash and cash equivalents, receivables, inventories, property, plant and equipment and other intangible
assets of SINGULUS TECHNOLOGIES AG serve for this purpose as security.
The issuance and delivery of the new bond was implemented on July 22, 2016. The quotation of the new bonds also took place on July 22, 2016.
At the time of the print deadline the bond traded at 80 % on August 17, 2016.
| Exchange identifier | WKN A2AA5H/ISIN DE000A2AA5H5 | |||
|---|---|---|---|---|
| Total nominal value | EUR 12,000,000.00 | |||
| Issue date/Interest from | July 22, 2016 | |||
| Face value | 120,000 bearer notes with a nominal value of € 100.00 each | |||
| Coupon | Subject to early repayment, from interest period (including) until July 22, 2017 (excluding) with an interest rate of 3.00 % annually; |
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| → thereafter until July 22, 2018 (excluding) with an interest rate of 6.00 % annually; → thereafter until July 22, 2019 (excluding) with an interest rate of 7.00 % annually; → thereafter until July 22, 2020 (excluding) with an interest rate of 8.00 % annually; → thereafter until maturity (excluding) with an interest rate of 10.00 % annually; |
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| The interest payments will be made semi-annually retroactively on January 22 and July 22 each year, while the first interest payment will be made on January 22, 2017 and the final interest payment on the maturity date of the note. |
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| Maturity | Subject to early repayment, the notes will be redeemed on July 22, 2021. | |||
| Termination | The issuer is entitled to terminate all outstanding notes entirely, but not partially, at any time with a notice period of at least 60 days and to redeem the notes in case of a redemption within twelve months of the interest period at € 103.00 per note and at any time thereafter at the early redemption price in the amount of € 100.00 per note, plus the accrued interest. Such a notice of termination is irrevocable. |
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| The terms of the bonds provide for additional termination options of the notes. |
On June 1, 2016 SINGULUS TECHNOLOGIES with immediate effect revoked the forecasts for the business years 2016 and 2017 published on March 24, 2016.
The reason is the order received at the end of May from two subsidiaries of the Chinese state-owned enterprise China National Building Materials (CNBM) for around € 110 million for the delivery of machines for the production of CIGS solar
modules. Generally, SINGULUS TECHNOLOGIES realizes sales in the Solar division according to the progress of project work. Consequently, the amount of sales expected in the current business year strongly depends on the course of the implementation of the order described above. As the order was placed later than had been assumed at the time of providing the outlook, contrary to original expectations a major share of sales and earnings anticipated for the 2016 business year will not be realized until the business year 2017.
The company intends to review and publish the sales and earnings forecasts for the business year 2016 in the course of the second half of 2016.
Yours sincerely,
The Executive Board
SINGULUS TECHNOLOGIES AG
Booth of SINGULUS TECHNOLOGIES AG at Intersolar Europe in Munich in June 2016
from June 30, 2016 to December 31, 2015
| Assets | 06/30/2016 | 12/31/2015 |
|---|---|---|
| [million €] | [million €] | |
| Cash and cash equivalents | 12.4 | 19.0 |
| Trade receivables | 7.2 | 6.1 |
| Receivables from construction contracts | 2.2 | 8.6 |
| Other receivables and other assets | 4.3 | 8.5 |
| Total receivables and other assets | 13.7 | 23.2 |
| Raw materials, consumables and supplies | 7.8 | 8.6 |
| Work in process | 20.4 | 20.3 |
| Total inventories | 28.2 | 28.9 |
| Total current assets | 54.3 | 71.1 |
| Trade receivables | 0.5 | 1.0 |
| Property, plant and equipment | 5.1 | 5.3 |
| Capitalized development costs | 5.1 | 5.4 |
| Goodwill | 6.7 | 6.7 |
| Other intangible assets | 0.3 | 0.4 |
| Deferred tax assets | 2.2 | 2.2 |
| Total non-current assets | 19.9 | 21.0 |
| Total assets | 74.2 | 92.1 |
|---|---|---|
| equit y and liabilities |
06/30/2016 | 12/31/2015 |
|---|---|---|
| [million €] | [million €] | |
| Trade payables | 2.2 | 7.7 |
| Prepayments received | 6.9 | 5.6 |
| Liabilities from construction contracts | 4.2 | 3.6 |
| Financing liabilities from the issuance of bonds | 0.0 | 3.6 |
| Other current liabilities | 9.9 | 11.1 |
| Provisions for restructuring measures | 3.1 | 3.7 |
| Provisions for taxes | 0.0 | 0.1 |
| Other provisions | 0.8 | 0.9 |
| Total current liabilities | 27.1 | 36.3 |
| Financing liabilities from the issuance of bonds | 12.0 | 59.6 |
| Provisions for restructuring measures | 5.2 | 5.4 |
| Pension provisions | 12.3 | 12.3 |
| Total non-current liabilities | 29.5 | 77.3 |
| Total liabilities | 56.6 | 113.6 |
| Subscribed capital | 6.1 | 48.9 |
| Capital reserves | 6.7 | 2.1 |
| Reserves | 3.5 | 4.0 |
| Retained earnings/loss carryforward | 0.4 | -77.4 |
| Equity attributable to owners of the parent | 16.7 | -22.4 |
| Non-controlling interests | 0.9 | 0.9 |
| Total equity | 17.6 | -21.5 |
| Total equity and liabilities | 74.2 | 92.1 |
| 2nd Quarter | 01/01 - 06/30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||||
| [million €] | [%] | [million €] | [%] | [million €] | [%] | [million €] | [%] | |
| Revenue (gross) | 10.5 | 101.9 | 16.6 | 101.2 | 24.6 | 101.7 | 29.2 | 100.7 |
| Sales deductions and direct selling costs | -0.2 | -1.9 | -0.2 | -1.2 | -0.4 | -1.7 | -0.2 | -0.7 |
| Revenue (net) | 10.3 | 100.0 | 16.4 | 100.0 | 24.2 | 100.0 | 29.0 | 100.0 |
| Cost of sales | -8.3 | -80.6 | -12.7 | -77.4 | -19.9 | -82.2 | -23.4 | -80.7 |
| Gross profit on sales | 2.0 | 19.4 | 3.7 | 22.6 | 4.3 | 17.8 | 5.6 | 19.3 |
| Research and development | -1.9 | -18.4 | -2.0 | -12.2 | -3.8 | -15.7 | -4.2 | -14.5 |
| Sales and customer service | -3.0 | -29.1 | -3.0 | -18.3 | -5.8 | -24.0 | -6.0 | -20.7 |
| General administration | -2.1 | -20.4 | -3.0 | -18.3 | -4.4 | -18.2 | -5.5 | -19.0 |
| Other operating expenses | -0.1 | -1.0 | -0.6 | -3.7 | -0.4 | -1.7 | -1.7 | -5.9 |
| Other operating income | 0.4 | 3.9 | 1.0 | 6.1 | 0.8 | 3.3 | 2.0 | 6.9 |
| Result of restructuring | 1.2 | 11.7 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Total operating expenses | -5.5 | -53.4 | -7.6 | -46.3 | -13.6 | -56.2 | -15.4 | -53.1 |
| Operating result (EBIT) | -3.5 | -34.0 | -3.9 | -23.8 | -9.3 | -38.4 | -9.8 | -33.8 |
| Finance income | 41.2 | 400.0 | 0.9 | 5.5 | 41.3 | 170.7 | 1.1 | 3.8 |
| Finance costs | -1.3 | -12.6 | -2.2 | -13.4 | -2.7 | -11.2 | -3.5 | -12.1 |
| EBT | 36.4 | 353.4 | -5.2 | -31.7 | 29.3 | 121.1 | -12.2 | -42.1 |
| Tax income | -0.1 | -1.0 | -0.2 | -1.2 | -0.1 | -0.4 | -0.1 | -0.3 |
| Profit or loss for the period | 36.3 | 352.4 | -5.4 | -32.9 | 29.2 | 120.7 | -12.3 | -42.4 |
| Thereof attributable to: | - | - | - | - | - | - | - | - |
| Owners of the parent | 36.3 | -5.4 | 29.2 | -12.3 | ||||
| Non-controlling interests | 0.0 | 0.0 | 0.0 | 0.0 | ||||
| [in €] | [in €] | [in €] | [in €] | |||||
| Basic earnings per share based on the profit for the period (in EUR) |
||||||||
| attributable to owners of the parent | 64.94 | -17.66 | 67.53 | -40.22 | ||||
| Diluted earnings per share based on the profit for the period (in EUR) attributable to owners of the parent |
64.94 | -17.66 | 67.53 | -40.22 | ||||
| Basic number of shares, pieces | 559,001 | 305,814 | 432,407 | 305,814 | ||||
| Diluted number of shares, pieces | 559,001 | 305,814 | 432,407 | 305,814 |
from January 1 to June 30, 2016 and 2015
| 2nd Quarter | 01/01 - 06/30 | ||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| [million €] | [million €] | [million €] | [million €] | ||
| Profit or loss for the period | 36.3 | -5.4 | 29.2 | -12.3 | |
| Items that may be reclassified to profit and loss: |
|||||
| Derivative financial instruments | -0.4 | 0.5 | 0.0 | 0.5 | |
| Exchange differences in the fiscal year | -0.1 | 0.7 | -0.5 | 1.0 | |
| Total income and expense recognized directly in other comprehensive income |
-0.5 | 1.2 | -0.5 | 1.5 | |
| Total comprehensive income | 35.8 | -4.2 | 28.7 | -10.8 | |
| Thereof attributable to: | |||||
| Owners of the parent | 35.8 | -4.1 | 28.7 | -10.8 | |
| Non-controlling interests | 0.0 | -0.1 | 0.0 | 0.0 |
as of June 30, 2016 and 2015
| Equity attributable to owners | Equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Subscribed capital |
Capital reserves |
Reserves | Retained earnings/ loss carryforward |
Total | interests | ||||
| [million €] | [million €] | Currency translation reserves [million €] |
Hedge accounting reserves [million €] |
Actuarial gains and losses from pension commitments [million €] |
Other revenue reserves [million €] |
[million €] | [million €] | [million €] | |
| As of January 1, 2015 | 48.9 | 77.2 | 2.8 | -0.3 | -4.4 | -105.0 | 19.2 | 0.9 | 20.1 |
| Profit or loss for the period | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | -12.3 | -12.3 | 0.0 | -12.3 |
| Other comprehensive income |
0.0 | 0.0 | 1.0 | 0.5 | 0.0 | 0.0 | 1.5 | 0.0 | 1.5 |
| Total comprehensive income |
0.0 | 0.0 | 1.0 | 0.5 | 0.0 | -12.3 | -10.8 | 0.0 | -10.8 |
| As of June 30, 2015 | 48.9 | 77.2 | 3.8 | 0.2 | -4.4 | -117.3 | 8.4 | 0.9 | 9.3 |
| As of January 1, 2016 | 48.9 | 2.1 | 4.0 | 0.0 | -4.2 | -73.2 | -22.4 | 0.9 | -21.5 |
| Profit or loss for the period | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 29.2 | 29.2 | 0.0 | 29.2 |
| Other comprehensive income |
0.0 | 0.0 | -0.5 | 0.0 | 0.0 | 0.0 | -0.5 | 0.0 | -0.5 |
| Total comprehensive income |
0.0 | 0.0 | -0.5 | 0.0 | 0.0 | 29.2 | 28.7 | 0.0 | 28.7 |
| Capital reduction | -48.6 | 0.0 | 0.0 | 0.0 | 0.0 | 48.6 | 0.0 | 0.0 | 0.0 |
| Exchange capital increase* | 5.8 | 4.6 | 0.0 | 0.0 | 0.0 | 0.0 | 10.4 | 0.0 | 10.4 |
| As of June 30, 2016 | 6.1 | 6.7 | 3.5 | 0.0 | -4.2 | 4.6 | 16.7 | 0.9 | 17.6 |
| 01/01 - 06/30/2016 | 01/01 - 06/30/2015 | ||
|---|---|---|---|
| [million €] | [million €] | ||
| Cash flows from operating activities | |||
| Profit or loss for the period | 29.2 | -12.3 | |
| Adjustment to reconcile profit or loss for the period to net cash flow | |||
| Amortization, depreciation and impairment of non-current assets | 1.2 | 1.8 | |
| Additions to pension provisions | 0.1 | 0.1 | |
| Other non-cash expenses/income | 0.0 | -1.0 | |
| Net finance costs | -38.6 | 2.4 | |
| Net tax expense | 0.1 | 0.1 | |
| Change in trade receivables | -0.7 | 2.2 | |
| Change in construction contracts | 7.0 | 9.7 | |
| Change in other receivables and other assets | 2.9 | -2.5 | |
| Change in inventories | 0.8 | -4.1 | |
| Change in trade payables | -5.5 | 1.5 | |
| Change in other liabilities | -1.0 | 0.5 | |
| Change in prepayments | 1.2 | 1.9 | |
| Change in loans | 0.0 | 4.2 | |
| Change in provisions from restructuring measures | -1.2 | -1.4 | |
| Change in further provisions | -0.3 | -0.5 | |
| Interest paid | -0.1 | -0.5 | |
| Interest received | 0.1 | 0.4 | |
| Income tax paid | -0.2 | -34.2 -0.6 |
14.2 |
| Net cash from/used in operating activities | -5.0 | 1.9 |
| 01/01 - 06/30/2016 | 01/01 - 06/30/2015 | ||
|---|---|---|---|
| [million €] | [million €] | ||
| Cash flows from investing activities | |||
| Cash paid for investments in development projects | -0.3 | -2.3 | |
| Cash paid for investments in other intangible assets and property, plant and equipment |
-0.3 | -0.1 | |
| Net cash from/used in investing activities | -0.6 | -2.4 | |
| Cash flows from financing activities | |||
| Transaction fees in the context of the capital increase as well as the bond issuance | -2.1 | 0.0 | |
| Bond interest payments | 0.0 | -4.3 | |
| Cash received from the sale of bonds/cash used to redeem disposal | 0.0 | -0.6 | |
| Cash received/used on financial assets subject to restrictions on disposal | 1.1 | -7.0 | |
| Net cash from/used in financing activities | -1.0 | -11.9 | |
| Cash and cash equivalents at the beginning of the reporting period | -6.6 | -12.4 | |
| Effect of exchange rate changes | 0.0 | 0.7 | |
| Cash and cash equivalents at the beginning of the reporting period | 19.0 | 35.8 | |
| Cash and cash equivalents at the end of the reporting period | 12.4 | 24.1 |
SINGULUS TECHNOLOGIES AG (hereinafter also "SINGULUS TECHNOLOGIES AG" or the "Company") is an exchange-listed stock corporation domiciled in Germany. The consolidated financial accounts presented for the interim reporting of SINGULUS TECHNOLOGIES AG and its subsidiaries (the "Group") for the first half of the business year 2016 were approved for publication by decision of the Executive Board as of August 17, 2016. The consolidated financial accounts were drawn up in Euro (EUR/€). If not stated otherwise, all figures are in millions of Euro (million €). Due to statements in million € differences in rounding may occur.
The preparation of the abbreviated consolidated interim results for the period from January 1 to June 30, 2016 was made pursuant to IAS 34 "Interim Financial Reporting". The abbreviated consolidated interim results do not include all of the notes and information required for the reporting for the full business year and should be read in conjunction with the consolidated financial accounts as of December 31, 2015. The abbreviated consolidated interim financial accounts were neither audited nor reviewed by auditors.
The preparation of the interim results pursuant to IAS 34 requires estimates and assumptions by the management, affecting the level of the reported assets, liabilities, income, expenses as well as contingent liabilities. These assumptions and estimates mainly affect the Groupconsistent determination of useful life expectancy, the write-offs of assets, the valuation of provisions, the recoverability of receivables, the determination of net realizable values in the area of inventories as well as the realizability of future tax reliefs. The actual values can differ from the assumptions and estimates made on a case by case basis. Changes are recognized affecting earnings at the time of the knowledge gained. The accounting and valuation methods applied in the consolidated accounts for the interim reporting correspond to those applied for the
most recent consolidated financial report as of the end of the business year 2015. For a detailed description of the accounting principles please refer to the notes of the consolidated financial statements of our Annual Report 2015.
The Interim Financial Statements are prepared based on the going concern assumption. The necessary resolutions for financial and balance-sheet restructuring have now mostly been passed and the company can once more report positive equity. The available cash is currently not sufficient to meet the payment obligations that will fall due over the next twelve months, but SINGULUS TECHNOLOGIES is working on the assumption that it will be able to collect the necessary funds from the major contract secured with two subsidiaries of the Chinese state-owned group CNBM and from the associated receipt of agreed advance payments. SINGULUS TECHNOLOGIES AG considers it to be predominantly likely that the payments from the supply agreements for the major contract in particular will be received according to plan.
By way of further strengthening its liquidity, the company moreover plans to issue up to 2,021,938 new bearer shares from the capital increase for cash resolved by the Extraordinary General Meeting on February 16, 2016. SINGULUS TECHNOLOGIES firmly believes that these measures will enable it successfully to meet all its payment obligations that fall due within the next twelve months. We moreover refer to the remarks under "Risk report" in the Interim Management Report.
In addition to SINGULUS TECHNOLOGIES AG the consolidated financial statements include all companies which are legally or factually controlled by the company. In the interim report as of June 30, 2016, in addition to SINGULUS TECHNOLOGIES AG two domestic and twelve foreign subsidiaries were included. No companies have been added or deleted from the scope of consolidation in the period under review.
The accounts receivable as of June 30, 2016 are split as follows:
| June 30, 2016 | Dec. 31, 2015 | |
|---|---|---|
| in million € | in million € | |
| Accounts receivable – short-term |
8.6 | 7.7 |
| Receivables from production orders | 2.2 | 8.6 |
| Accounts receivable – long-term |
0.5 | 1.0 |
| less write-offs | -1.4 | -1.6 |
| 9.9 | 15.7 |
Capitalized development expenses, goodwill, customer bases as well as concessions, intellectual property rights and other intangibles are included under intangible assets. As of June 30, 2016, the capitalized development expenses amounted to € 5.1 million (December 31, 2015: € 5.4 million). In the first half of 2016 the investments in developments totaled € 0.3 million (previous year: € 2.3 million). In the same period scheduled write-offs and amortization amounted to € 0.6 million (previous year: € 0.9 million). In the quarter under review development expenses amounted to € 0.2 million (previous year: € 1.4 million), the scheduled amortization for the respective period amounted to € 0.3 million (previous year: € 0.4 million).
In the first half of the business year 2016 € 0.3 million was invested in property, plant & equipment (previous year: € 0.1 million). Most of the spending was used for replacement investments. During the same period scheduled depreciation amounted to € 0.4 million (previous year: € 0.6 million). In the quarter under review capital expenditures amounted to € 0.2 million (previous year: € 0.0 million), the scheduled amortization for the respective period amounted to € 0.2 million (previous year: € 0.3 million).
The creditors of the old SINGULUS bond resolved the restructuring of the old SINGULUS shares on February 15, 2016. The Extraordinary General Meeting had given its approval on February 16, 2016. Following on from this, the resolutions – except on the capital increase for cash which remains outstanding – were implemented.
In this connection the financial liabilities resulting from the bond with a total nominal value of € 60.0 million issued on March 23, 2012 as well as the interest liabilities owed up to that point amounting to € 5.9 million expired in June 2016. At the same time, the company was obliged to issue a new, secured bond with a total nominal value of € 12.0 million. The issuance took place in July 2016. The obligation to issue a new bond is reported as of the end of the quarter under review under the balance sheet item "Financial liabilities from issuance of bond" within the long-term debt.
The new bond has a term of five years and features an interest return rising annually. The initial interest return is 3.0 %; in the absence of early redemption, this will rise to 10.0 % p.a. The new bond is secured, in particular by cash and cash equivalents, receivables, inventories, property, plant and equipment and other intangible assets of SINGULUS TECHNOLOGIES AG. We moreover refer to the Interim Management Report.
As a result of the resolution of the Extraordinary General Meeting on February 16, 2016 the nominal capital of the company was reduced by € 48,624,426 to € 305,814 with effect from May 25, 2016 and netted with the other revenue reserves.
In the course of a capital increase in kind in connection with the bond restructuring, 5,760,000 new shares with a nominal value of € 1.00 each were issued. As a result of the issuance of the new shares the capital reserves increased by € 5.4 million. Meanwhile transaction costs of € 0.8 million
were booked to the capital reserves. The capital increase for cash was entered on the Commercial Register on June 27, 2016.
Equity instruments which are issued to creditors to fully or partially repay a financial liability fundamentally have to be reported at fair value upon their first-time recognition. At the time of issuance of the new shares the market prices was not representative for determining their value; the fair value of the deposited bond was therefore used for valuation.
As of June 30, 2016 the contingent liabilities and other financial obligations not included in the consolidated accounts amount to € 16.7 million (December 31, 2015: € 18.8 million) and mainly include rent and leasing obligations (€ 14.6 million) as well as guarantees for prepayments received (€ 1.9 million). Cash and cash equivalents of € 2.2 million have been furnished as security for these advance payment bonds. The Executive Board has no knowledge of facts that could have a materially adverse impact on the business operations, the financial situation or the business results of the company.
| Geographical information |
Germany | Rest of Europe |
North and South America |
Asia | Africa and Australia |
|---|---|---|---|---|---|
| Jan. 1 – June 30, 2016 | in million € | in million € | in million € | in million € | in million € |
| Sales by country of origin |
17.0 | 0.3 | 5.8 | 1.5 | 0.0 |
| by country of destination |
2.6 | 3.5 | 13.6 | 4.3 | 0.6 |
| Geographical information |
Germany | Rest of Europe |
North and South America |
Asia | Africa and Australia |
|---|---|---|---|---|---|
| Jan. 1 – June 30, 2015 | in million € | in million € | in million € | in million € | in million € |
| Sales by country of origin |
19.5 | 0.8 | 7.5 | 1.4 | 0.0 |
| by country of destination |
2.8 | 2.9 | 15.7 | 7.3 | 0.5 |
The sales reductions include cash discounts granted. The individual selling expenses are mainly composed of expenses for packaging, freight and commissions.
In addition to the research and non-capitalizable development expenses, the research and development expenses in the first half of 2016 also include the scheduled amortization of capitalized development expenses in the amount of € 0.6 million (previous year: € 0.9 million). During the second quarter of 2016 write-offs on capitalized development activities amounted to € 0.3 million (previous year: € 0.4 million).
The administrative expenses include the expenses for the management, personnel expenses, the finance and accounting departments as well as the corresponding expenses for rent and company cars. Furthermore, they include the ongoing IT expenses, legal and consulting fees, expenses for investor relations activities, the Annual General Meeting and the annual financial statements.
These items include income from the reversal of restructuring provisions in connection with the revaluation of business activities in the Optical Disc segment. In addition, the associated costs (transaction costs) were reclassified along with the completion of balance-sheet restructuring. While costs related to the issuance of the new shares are to be netted directly with equity, the remaining transaction costs were netted with the restructuring gain.
The interest income/expenses are composed as follows:
| Jan. 1 – June 30, 2016 |
Jan. 1 – June 30 2015 |
|
|---|---|---|
| in million € | in million € | |
| Restructuring income | 41.2 | 0.0 |
| Interest income from long-term customer claims |
0.1 | 0.3 |
| Interest income from time deposits/overnight deposits |
0.0 | 0.1 |
| Gains from bond buyback | 0.0 | 0.7 |
| Financing expenses from bond issued (incl. incidental expenses) |
-2.4 | -2.3 |
| Interest expenses from accrued provisions for pensions |
-0.1 | 0.0 |
| Other financing expenses | -0.2 | -1.2 |
| 38.6 | -2.4 |
The restructuring income results from the difference in the book values of the financial liabilities stemming from the bond issued in 2012 as of June 27, 2016 (€ 65.7 million) less the value of the shares issued by way of the capital increase in kind (€ 11.2 million), the liabilities from the bond issued in July (€ 12.0 million) and attributable transaction costs incurred (€ 1.3 million).
The financing expenses from the issuance of the bond exclusively result from the bond issued in 2012 until its expiration on June 27, 2016.
The restructuring gain arising results in a material erosion of the existing loss carryforwards of the company. In keeping with the corporate restructuring ordinance, minimum taxation of this fiscal income is suspended. This was confirmed to the company in information provided with commitment by the relevant tax offices.
The following table displays the book values and the corresponding fair values of all financial instruments included in the consolidated financial statement by class:
| Book value | Attributable fair value |
||||
|---|---|---|---|---|---|
| Valuation | June 30, 2016 | June 30, 2016 | Dec. 31, 2015 | ||
| category | in million € | in million € | in million € | in million € | |
| Financial assets | |||||
| Cash and cash equivalents ** | L&R | 12.4 | 19.0 | 12.4 | 19.0 |
| Other assets ** | L&R | 2.2 | 3.3 | 2.2 | 3.3 |
| Accounts receivable ** | L&R | 7.7 | 7.1 | 7.7 | 7.1 |
| Receivables from production orders ** | L&R | 2.2 | 8.6 | 2.2 | 8.6 |
| Derivatives Hedging derivatives ** |
HD | 0.1 | 0.3 | 0.1 | 0.3 |
| Financial liabilities | |||||
| Corporate bond | FLAC | 12.0 | 63.2 | 12.0*** | 15.3* |
| Derivatives Hedging derivatives ** |
HD | 0.1 | 0.3 | 0.1 | 0.3 |
| Accounts payable ** | FLAC | 2.2 | 7.7 | 2.2 | 7.7 |
| Total | L&R | 24.5 | 38.0 | 24.5 | 38.0 |
| Total | FLAC | 14.2 | 70.9 | 14.2 | 23.0 |
| Total | HD | 0.0 | 0.0 | 0.0 | 0.0 |
* The valuation at fair value is based on the market price at the reporting date and is accounted for as Level 1 fair value.
** The valuations at fair value were accounted for as Level 2 fair value, based on the input factors of the applied valuation procedures.
*** As of June 30, 2016 only the obligation to issue a bond existed. Correspondingly, there was no market price as of the balance sheet date. Accordingly, the fair value corresponds to the nominal value of the bond to be issued.
Cash and cash equivalents as well as accounts payable regularly have a short term to maturity. The balance sheet values are approximately the fair values. The same holds true for short-term accounts receivables, receivables from production orders and other assets.
The fair values of long-term accounts receivable corresponds to the present values corresponding to the payments of the assets subject to the relevant interest rate parameters.
As a valuation price for the foreign exchange forwards concluded, for cash rates the ECB reference prices and for forward rates the relevant forward rate prices of the relevant commercial banks are used. The fair value of the exchange-listed bonds generally corresponds to the market price at the balance sheet date plus the book value of the accrued interest liabilities as of the balance sheet date. The maximum credit risk is reflected by the book values of the financial assets and liabilities.
The Group applies the following hierarchy for the calculation and reporting of the corresponding fair values of financial instruments as per valuation method:
Level 1: listed (unadjusted) prices on active markets for similar assets or liabilities,
Level 2: methods in which all input parameters which have a material impact on the calculated fair value can be observed directly or indirectly,
Level 3: methods which use input parameters, which have a material impact on the calculated fair value and which are not based on observable market data.
For the calculation of the undiluted earnings per share the earnings attributable to the bearers of the common shares of the parent company are divided by the weighted average number of shares in circulation during the period under review.
To calculate the weighted average of the outstanding shares the capital reduction resolution entered on the Commercial Register of the company in May 2016 was included. Accordingly, for the period under review as well as the period for comparison, a reduced basis of 305,814 shares was considered at first. During the period under review, the capital increase (by 5,760,000 shares) in the course of the bond restructuring with effect from June 27, 2016 was also taken into account for the calculation of the shares outstanding.
The restructuring gain represents non-recurring income that had a positive influence on earnings per share of € 73.70 for the first quarter under review and of € 95.28 for the first half of 2016.
For the calculation of the diluted earnings per share the earnings attributable to the bearers of the common shares of the parent company are divided by the weighted average number of common shares in circulation during the period under review in addition to the weighted average number of shares resulting from the conversion of all potential common shares with dilution effect into common shares. Dilution effects were neither recorded in the period under review nor in the same period one year ago. In the period from the balance sheet date until the drawing up of the consolidated financial statements there were no additional transactions of common shares or potential common shares.
The new shares were traded on July 21, 2016 for the first time; the quotation of the new bonds started on July 22, 2016.
As of the balance sheet date, the members of the Executive and Supervisory Boards of SINGULUS TECHNOLOGIES AG held the following number of shares, convertible bonds and stock options:
The Chairman of the Supervisory Board, Dr.-Ing. Leichnitz, held 245 shares of the company in total as of June 30, 2016. Furthermore, at the end of the quarter under review members of the Executive Board had themselves purchased the following number of shares of SINGULUS TECHNOLOGIES AG:
"We assert to our best knowledge and belief that pursuant to the applicable accounting principles for interim financial reporting, the consolidated financial statements give, in compliance with generally accepted accounting principles, a true and fair view of the asset, financial and earnings situation of the Group, and the consolidated interim management report depicts the course of business including the financial results and the situation of the Group in a way reflecting the true situation and describing the material opportunities and risks of the foreseeable development of the Group during the remainder of the business year."
Kahl am Main, August 2016
| June 30, 2016 | The Executive Board | |
|---|---|---|
| shares | ||
| Dr.-Ing. Stefan Rinck, CEO | 122 | |
| Markus Ehret, CFO | 43 |
Consolidated Key Figures 2nd Quarter
| 2014 | 2015 | 2016 | ||
|---|---|---|---|---|
| Revenue (gross) | million € | 13.4 | 16.6 | 10.5 |
| Order intake | million € | 11.1 | 10.3 | 121.1 |
| EBIT | million € | -7.4 | -3.9 | -3.5 |
| EBITDA | million € | -6.1 | -3.0 | -2.9 |
| Earnings before taxes | million € | -8.4 | -5.2 | 36.4 |
| Profit/loss for the period | million € | -8.3 | -5.4 | 36.3 |
| Research & development expenditures |
million € | 2.6 | 3.0 | 2.1 |
| 2014 | 2015 | 2016 | ||
|---|---|---|---|---|
| Revenue (gross) | million € | 30.1 | 29.2 | 24.6 |
| Order intake | million € | 25.2 | 73.1 | 131.5 |
| Order backlog (06/30) | million € | 15.4 | 57.9 | 133.5 |
| EBIT | million € | -12.5 | -9.8 | -9.3 |
| EBITDA | million € | -9.9 | -8.0 | -8.1 |
| Earnings before taxes | million € | -14.3 | -12.2 | 29.3 |
| Profit/loss for the period | million € | -14.3 | -12.3 | 29.2 |
| Operating cash flow | million € | -16.2 | 1.9 | -5.0 |
| Shareholders' equity | million € | 59.6 | 9.3 | 17.6 |
| Balance sheet total | million € | 171.7 | 127.3 | 74.2 |
| Research & development expenditures |
million € | 4.6 | 5.6 | 4.8 |
| Employees (06/30) | 361 | 338 | 333 | |
| Weighted number of shares, basic |
305,814 | 305,814 | 432,407 | |
| Earnings per share, basic |
€ | -46.76 | -40.22 | 67.53 |
| August 18 | Half-Year Report 2016 |
|---|---|
| August 31 | Ordinary Annual Shareholders Meeting, 10:30 am Deutsche Nationalbibliothek Adickesallee 1 |
| 60322 Frankfurt am Main | |
| November 14 | Q3/2016 Report |
This report contains future-oriented statements based on the current expectations, assessments and forecasts of the Executive Board as well as on the currently available information to them. Known as well as unknown risks, uncertainties and impacts could cause the actual results, the financial situation or the development to differ from the statements made in this report. We assume no obligation to update the futureoriented statements made in this report.
SINGULUS TECHNOLOGIES AG
Hanauer Landstrasse 103 D-63796 Kahl am Main Phone +49 6188 440-0 Fax +49 6188 440-110 Internet: www.singulus.de
Maren Schuster Phone +49 6188 440-612 Fax +49 6188 440-110 [email protected]
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