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"This document does not contain or constitute an offer to sell or a solicitation of any offer to buy securities in the United States or in any other jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make an offer or solicitation. The securities of Meyer Burger Technology Ltd have not been and will not be registered under the United States securities laws and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither Meyer Burger Technology Ltd nor its shareholders intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States."
Meyer Burger Technology Ltd – Results Fiscal Year 2012 Difficult market environment in 2012Substantial cost reduction programmes executedNet sales 2012 of CHF 645.2 million and EBITDA of CHF -33.2 million within guidance published respectively in March and November 2012Net result of CHF -115.9 millionHigh equity ratio of 57.1%Strengthening of balance sheet and liquidity through capital increase, which is already fully underwritten by a banking syndicate
Meyer Burger Group reached net sales of CHF 645.2 million in fiscal year 2012 within a very difficult market environment for the solar industry. Following five years of extremely strong growth and high profitability, the Group suffered a loss on EBITDA and net result levels in 2012 due to the sharp decline in net sales. EBITDA amounted to CHF -33.2 million and the net result to CHF -115.9 million. Despite this loss, equity stood at CHF 628.1 million and the equity ratio was 57.1% as of year-end 2012. Meyer Burger’s cost base will be reduced by about CHF 50-60 million (on annual basis compared to fiscal year 2012) following the initiated and largely completed cost reduction measures.
Cash and cash equivalents amounted to CHF 134.5 million as of 31 December 2012. The Group entered into a loan agreement secured by mortgage certificates for the partial refinancing of the investment costs of its new technology and production site in Thun, which led to a cash inflow of CHF 30 million during March 2013. In order to further strengthen the balance sheet and liquidity of the Group, the Board of Directors will propose a capital increase for gross proceeds in the amount of CHF 150 million through the issuance of new registered shares that will be offered by means of subscription rights to the existing shareholders. A banking syndicate has undertaken to underwrite all new shares that will be issued in connection with the capital increase subject to customary conditions.
Net sales
In 2012, an estimated 30 GW of new photovoltaic (PV) capacity was installed at private and commercial end users, increasing the total globally to over 100 GW (EPIA report February 2013). In the longer term, leading industry associations and organizations such as EPIA assume that global installed PV capacity will rise to between 200 and 350 GW by the year 2016. Despite this solid demand for end installed capacity, enormous overcapacity produced by solar cell and solar module manufacturers in past years still remained. These customers were therefore very reluctant to invest in new production equipment.
Meyer Burger Group reached net sales of CHF 645.2 million (previous year CHF 1,315.0 million) in this difficult market environment. This was in line with Meyer Burger’s expectations and corresponds to the net sales guidance that was published in March 2012 (CHF 600-800 million). The revenue breakdown by region remained relatively stable compared to the previous year, with an 81% share of net sales being generated in Asia (previous year 80%). Europe accounted for 16% of net sales (previous year 17%) and the remaining 3% came from customers in the USA (previous year 3%).
Profitability
Meyer Burger launched two comprehensive optimisation and consolidation programmes in March and November 2012 to adapt its sales units, production sites and centres of competence to the current market environment. In addition, the entire organisational structure was simplified. The measures initiated and also largely implemented in 2012 will reduce the company’s cost base from 2013 onwards by around CHF 50-60 million per annum (compared to fiscal year 2012).
The Group employed 2,186 people on a full-time basis as of 31 December 2012, representing a decline of 22% compared to year-end 2011. The number of temporary employees was also reduced from 267 positions to 79 as of the end of 2012. Personnel expenses for 2012 were CHF 214.7 million (previous year CHF 194.7 million). The increase compared to the previous year is due to the full consolidation of the Roth & Rau companies for the entire reporting period 2012. In the previous year, Roth & Rau’s operating expenses were only included in Meyer Burger Group’s consolidated income statement from 9 August 2011 onwards, since prior to this date the Group’s share in Roth & Rau was less than 30% and the participation was recognized under investments in associated companies.
Other operating expenses declined to CHF 103.8 million (previous year CHF 134.9 million). The decline is mainly due to lower transportation costs as a result of the reduced business volume, lower maintenance expenses, less external services used and the initial positive effects of the cost reduction measures.
In a like-for-like comparison of the two years, the operating expenses declined by 32% compared to fiscal year 2011.
EBITDA for 2012 came to CHF -33.2 million (previous year CHF 278.4 million) and was within the range of the most recent guidance as of November 2012. After depreciation and amortisation, EBIT was CHF -135.4 million (previous year CHF 116.7 million). The net result amounted to CHF -115.9 million (previous year CHF 35.8 million), of which CHF -111.1 million is attributable to the shareholders of Meyer Burger Technology Ltd. The net result represents a loss per share of CHF 2.33 (previous year earnings per share of CHF 0.86 on a diluted basis).
Balance sheet
Total assets declined by CHF 276.6 million to CHF 1,100.8 million (31 December 2011 CHF 1,377.4 million). This was primarily due to the changes in inventories (CHF -38.3 million), trade receivables (CHF -42.6 million), intangible assets (CHF -71.2 million) and cash and cash equivalents (CHF -125.7 million). As of 31 December 2012, cash and cash equivalents amounted to CHF 134.5 million.
On the liabilities side of the balance sheet, customer prepayments went down to CHF 62.0 million (previous year CHF 229.4 million). Non-current financial liabilities were CHF 133.0 million (previous year CHF 8.3 million) and reflect the liabilities regarding the straight bond issued in May 2012. Equity as of 31 December 2012 came to CHF 628.1 million (previous year CHF 762.5 million). The equity ratio at year-end 2012 was still at a high level of 57.1% (previous year 55.4%).
Meyer Burger entered into a loan agreement in the amount of CHF 30 million, secured by mortgage certificates, in order to partially refinance the investment costs of the new technology and production site in Thun, which led to a cash inflow of CHF 30 million in March 2013.
Proposal for capital increase
The Board of Directors has decided to propose to the Annual General Meeting, to be held on 25 April 2013, a capital increase for gross proceeds in the amount of CHF 150 million, in order to further strengthen the balance sheet and liquidity of the Group.
A banking syndicate has undertaken to underwrite all new shares that will be issued in connection with the capital increase subject to customary conditions. Assuming the approval of the proposed capital increase by the General Meeting, the new shares will be offered to the existing shareholders through subscription rights. The definite terms of the subscription price, number of shares to be issued and the subscription ratio will be determined immediately prior to the Annual General Meeting and communicated in the morning of 25 April 2013.
The subscription rights shall be tradable on SIX Swiss Exchange from 29 April until 6 May 2013. The exercise period of the subscription rights is expected to be from 29 April until 7 May 2013, 12:00 noon (CET). The first trading day of the new registered shares is expected to be on 8 May 2013. Payment and settlement of the new shares is expected to be on 13 May 2013.
Outlook
Clear guidance regarding net sales in 2013 is difficult due to the market situation and the conservative recognition of sales applied by Meyer Burger Group (Completed Contract Method). Net revenue from the sale of machinery and systems is usually recognised at the point when a final acceptance test protocol has been signed by the customer at the destination. For this reason, net sales from new orders received during fiscal year 2013 will most likely become effective during the second half of 2013 or at the beginning of 2014. Meyer Burger expects net sales in an amount of about CHF 400 million for the current year 2013, whereby the larger part will be recorded during the second half of the year. Incoming orders and the related customer prepayments will therefore be important for the Group and in terms of cash flow during 2013. Meyer Burger expects a significant increase in incoming orders compared to the previous year 2012 due to the initial signs of a market recovery.
Most of the optimisation and consolidation programmes announced in the past year have already been implemented and the remainder will be completed by mid-2013. These measures already make an impact. The substantial reduction in operating costs also lowers the break-even point, so that break-even on the EBITDA level can be expected on net sales of about CHF 500 million. If and when the solar sector recovers, the additional operating potential is correspondingly high.
Meyer Burger is well positioned with proven systems and new technologies such as Diamond Wire, Heterojunction and SmartWire Connection and commands the broadest and most advanced technology and product portfolio in the photovoltaic industry. The company expects to sign various contracts for integrated production lines including Heterojunction lines during fiscal year 2013, as well as contracts regarding newly developed products such as diamond wire saws in the near future. The planned capital increase strengthens the financial flexibility of Meyer Burger Group and ensures further investments in the Group’s technology leadership and the development of the various markets.
For further information:
Werner Buchholz
Head of Corporate Communications
Phone +41 (0)33 221 25 06
werner.buchholz@meyerburger.com
Ingrid Carstensen
Corporate Communications
Phone +41 (0) 33 221 28 34
ingrid.carstensen@meyerburger.com
KEY FIGURES FISCAL YEAR 2012
Consolidated income statement
in TCHF
2012
2011
Net sales
645 242
1 315 039
Operating income after costs of products and services
285 331
608 026
in % of net sales
44.2%
46.2%
EBITDA
-33 170
278 367
in % of net sales
-5.1%
21.2%
EBIT
-135 375
116 686
in % of net sales
-21.0%
8.9%
Net result
-115 904
35 825
Consolidated balance sheet
in TCHF
31.12.2012
31.12.2011
Total assets
1 100 797
1 377 352
Equity
628 057
762 534
Equity ratio
57.1%
55.4%
Consolidated cash flow statement
in TCHF
2012
2011
Cash flow from operating activities
-168 013
218 758
Cash flow from investing activities
-67 997
-320 096
Cash flow from financing activities
111 583
-38 020
Change in cash and cash equivalents
-124 428
-139 358
Currency translation differences on cash and cash equivalents
-1 248
5 995
Cash and cash equivalents at the end of the period
134 504
260 180
Number of employees (FTE) at 31 December
2 186
2 791
The Annual Report 2012 is available for download on the Company website www.meyerburger.com under the link – Investor Relations – Financial Reports.
http://www.meyerburger.com/en/investor-relations/financial-reports/
About Meyer Burger Technology Ltd
www.meyerburger.com
Meyer Burger is a leading global technology Group specialising on innovative systems and processes based on semiconductor technologies. The Group’s focus is on photovoltaics (solar industry) while its competencies and technologies also cover important areas of the semiconductor and the optoelectronic industries as well as other selected high-end markets based on semiconductor materials. The Group currently employs over 2,000 people across three continents. Over the past ten years, Meyer Burger has risen to the forefront of the photovoltaic market and established itself as an international premium brand by offering superior precision products and innovative technologies.
The Group’s offering in systems, product equipment and services along the photovoltaic value chain includes the manufacturing processes for wafers, solar cells, solar modules and solar systems. Meyer Burger provides substantial added value to its customers and clearly differentiates itself from its competitors by focusing on the entire value chain.
The Group’s comprehensive product portfolio is complemented by a worldwide service network with spare parts, consumables, re-grooving services, process know-how, customer support, after-sales services, training and other services. Meyer Burger Group is represented in Europe, Asia and North America in the respective key markets and has subsidiaries and own service centres in China, Germany, India, Japan, Korea, the Netherlands, Switzerland, Singapore, Taiwan and the USA. The Group is also working intensively to develop new markets such as South America, Africa and the Arab region. The registered shares of Meyer Burger Technology Ltd are listed on SIX Swiss Exchange (Ticker: MBTN).
This document does neither constitute an offer to buy or to subscribe for securities of Meyer Burger Technology Ltd nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a or Art. 1156 of the Swiss Code of Obligations or Art. 27 et seq. of the SIX Swiss Exchange Listing Rules). Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of Meyer Burger Technology Ltd solely based on the official offering circular and listing prospectus (the "Offering Circular") which is expected to be published as of 26 April 2013 by Meyer Burger Technology Ltd. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Meyer Burger Technology Ltd assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. The Meyer Burger Technology Ltd shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Meyer Burger Technology Ltd shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.
The Meyer Burger Technology Ltd shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Meyer Burger Technology Ltd shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In Australia, this document is for distribution only to "sophisticated investors" or "professional investors" (within the meaning of section 708(8) and section 708(11), respectively, of the Corporations Act 2001 (Cth) (Corporations Act)). Any person or entity receiving this document represents and warrants that if it is in Australia it is a either a professional or sophisticated investor and that it will not distribute this document to any other person. This document does not constitute an offer, or an invitation to purchase or subscribe for the securities offered by this document except to the extent that such an offer or invitation would be permitted under Chapter 6D of the Corporations Act without the need for a lodged disclosure document. This report does not take into account your particular investment objectives, financial situation or needs. Before making an investment in securities of Meyer Burger Technology Ltd, you should consider whether such an investment is appropriate to your particular investment objectives, financial circumstances and needs, and consult an investment adviser if necessary.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
