Quarterly Report • Nov 6, 2013
Quarterly Report
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Interim Report Q3 2013
| 3rd quarter | 9 months | |||||||
|---|---|---|---|---|---|---|---|---|
| in million Euro or percent unless otherwise indicated |
7/1 – 9/30/2013 |
7/1 – 9/30/20121 |
Change | 1/1 – 9/30/2013 |
1/1 – 9/30/20121 |
Change | ||
| Sales | 46.2 | 43.3 | 6.8% | 136.4 | 135.7 | 0.5% | ||
| Semiconductor | 42.5 | 38.7 | 10.0% | 124.9 | 121.2 | 3.0% | ||
| Micromechanics | 3.6 | 4.6 | −20.3% | 11.5 | 14.4 | −20.5% | ||
| Gross profit | 19.9 | 18.3 | 8.9% | 55.1 | 54.5 | 1.0% | ||
| in percent of sales | 43.1% | 42.2% | 40.4% | 40.2% | ||||
| R&D expenses | 7.8 | 8.9 | −13.2% | 25.6 | 26.8 | −4.7% | ||
| in percent of sales | 16.8% | 20.7% | 18.7% | 19.8% | ||||
| Operating income before other operating expenses/income | 3.7 | 1.4 | >100.0% | 3.6 | 2.5 | 46.1% | ||
| in percent of sales | 8.0% | 3.2% | 2.7% | 1.8% | ||||
| Exchange rate losses | 0.2 | 0.2 | 46.8% | 0.2 | 0.2 | 2.6% | ||
| Other operating expenses/income | −0.2 | −0.3 | −9.6% | −2.1 | −3.5 | −40.4% | ||
| EBIT | 3.7 | 1.5 | >100.0% | 5.5 | 5.8 | −5.0% | ||
| in percent of sales | 8.0% | 3.4% | 4.1% | 4.3% | ||||
| Consolidated net income after non-controlling interests | 3.1 | 1.0 | >100.0% | 4.5 | 4.6 | −1.1% | ||
| in percent of sales | 6.6% | 2.4% | 3.3% | 3.4% | ||||
| Basic earnings per share (in Euro) | 0.16 | 0.05 | >100.0% | 0.23 | 0.24 | −0.7% | ||
| Cash flow from operating activities | 6.6 | 7.8 | −15.4% | 11.8 | 12.8 | −8.1% | ||
| Capital expenditures for intangible assets and property, plant and equipment | 3.7 | 4.7 | −21.1% | 10.8 | 13.0 | −17.1% | ||
| in percent of sales | 8.0% | 10.8% | 7.9% | 9.6% | ||||
| Free cash flow2 | 2.8 | 7.6 | −62.5% | −24.2 | 1.4 | n/a | ||
| Adjusted free cash flow3 | 2.9 | 3.2 | −7.0% | 2.7 | −0.1 | n/a | ||
| in million Euro or percent unless otherwise indicated |
9/30/2013 | 12/31/2012 | Change | |||||
| Equity | 187.6 | 189.64 | −1.1% | |||||
| in percent of total assets | 70.4% | 69.6% | 70,1% | |||||
Due to calculation processes, tables and references may produce rounding differences from the mathematically exact values (monetary units, percentage statements, etc.).
1 Adjustment of prior-year amounts due to amendment to IAS 19; please refer to note 1 in the condensed notes to the consolidated financial statements
Employees (reporting date) 1,063 1,032 3.0%
2 Cash flow from operating activities less cash flow from investing activities
3 Cash flow from operating activities less capital expenditures for intangible assets and property, plant and equipment,
less payments for investments, plus disposal of investments
4
Adjustment due to amendment to IAS 19; please refer to note 1 in the condensed notes to the consolidated financial statements
Elmos Semiconductor AG generated sales of 136.4 million in the first nine months of 2013. Sales have thus remained stable in comparison with the previous year (9M 2012: 135.7 million Euro). Business continues to be determined strongly by the precarious European economy.
Sales of the third quarter 2013 were increased by 6.8% to 46.2 million Euro (Q3 2012: 43.3 million Euro). Contrary to expectations, sales turned out slightly below the preceding quarter's level related to the cut-off date (Q2 2013: 47.1 million Euro).
The trend that combines weak business with European automotive customers and a pleasant development in Asia is still determining sales figures of carmakers and their suppliers throughout the industry. The Asia/Pacific share in sales rose from 19.9% in the first nine months of 2012 to 22.7% in the 2013 reporting period.
The distribution of sales between the semiconductor segment and the micromechanics segment was as expected. While the semiconductor segment slightly gained on the prior-year period in the 2013 reporting period (+3.0% to 124.9 million Euro), sales generated with micromechanical products went down to 11.5 million Euro in the first nine months of 2013 (9M 2012: 14.4 million Euro). The reason for this development in micromechanics is that some products phase out in fiscal year 2013 and the next product generations will be launched only in late 2013 or 2014.
The order backlog fulfills the expectations that form the basis of the forecast at present. The ratio of order backlog to sales, the Sales by region
so-called book-to-bill, was considerably above one at the end of the third quarter of 2013. In addition, negative cut-off date effects at the end of the third quarter 2013 will positively affect the fourth quarter 2013.
| Third-party sales | 1/1 – 9/30/2013 thousand Euro |
in percent of sales |
1/1 – 9/30/2012 thousand Euro |
in percent of sales |
Change |
|---|---|---|---|---|---|
| Germany | 47,960 | 35.2% | 40,211 | 29.6% | 19.3% |
| Other EU countries | 37,848 | 27.7% | 45,412 | 33.5% | −16.7% |
| U.S.A. | 10,177 | 7.5% | 12,808 | 9.4% | −20.5% |
| Asia/Pacific | 31,013 | 22.7% | 26,961 | 19.9% | 15.0% |
| Others | 9,390 | 6.9% | 10,275 | 7.6% | −8.6% |
| Consolidated sales | 136,388 | 100.0% | 135,667 | 100.0% | 0.5% |
The cost of sales remained more or less stable year-over-year at 81.3 million Euro for the first nine months of 2013 (9M 2012: 81.1 million Euro). Because of essentially unchanged sales, gross profit and gross margin also changed only insignificantly. The gross profit reached an amount of 55.1 million Euro in the reporting period, compared with 54.5 million Euro recorded for the first nine months of 2012.
The gross profit for the third quarter of 2013 went up disproportionately to sales by 8.9% to 19.9 million Euro (Q3 2012: 18.3 million Euro) so that the gross margin climbed from 42.2% to 43.1%.
Research and development expenses went down 4.7% to 25.6 million Euro in the first nine months of 2013 (9M 2012: 26.8 million Euro). The main reason for this is a higher amount of R&D subsidies in the third quarter of 2013. The R&D ratio was thus reduced from 19.8% for the first nine months of 2012 to 18.7% for the reporting period. Distribution expenses of the first nine months went up slightly year-over-year from 13.1 million Euro or 9.7% of sales to 13.6 million Euro or 10.0% of sales. Administrative expenses of 12.2 million Euro in the first nine months of 2013 remained stable in comparison with the prior-year period (9M 2012: 12.1 million Euro ).
The slightly higher gross profit and the lower functional costs resulted in an increase of the operating income by 1.1 million Euro to 3.6 million Euro in the first nine months of 2013 (9M 2012: 2.5 million Euro). Accordingly, the margin climbed from 1.8% in the first nine months of 2012 to 2.7% in the period under review. A significant increase of the margin is notable in the course of the year 2013. While it was still negative in the first quarter 2013 at –1.5%, it reached a value of 1.2% in the second quarter 2013 and rose to 8.0% in the third quarter of 2013.
Contrary to the operating income, earnings before interest and taxes (EBIT) went slightly down in comparison with the prior-year period. The EBIT came to 5.8 million Euro in the first nine months of 2012 and to 5.5 million Euro in the reporting period, equivalent to margins of 4.3% and 4.1% respectively. A positive development is notable in the course of the year 2013 as well. The lower value as compared with the prior-year period is essentially accounted for by income from the revaluation of the old shares in MAZ, included in other operating income of the prior-year period. The subsidiary's first-time consolidation in the second quarter of 2012 resulted in income of 1.8 million Euro.
In addition to the increase of the gross profit, the decrease of operating expenses contributed to another improvement of the EBIT margin of the third quarter 2013, considerably exceeding the prior-year amount with 8.0% (Q3 2012: 3.4%). The increase of the earnings margins is apparent both in comparison with the prior-year quarter and in the course of the year 2013. This improvement is mainly due to the efficiency increase brought about by the continued conversion of production from 6 to 8-inch wafers.
At 4.5 million Euro for the first nine months 2013, the consolidated net income attributable to owners of the parent almost reached the prior-year level (9M 2012: 4.6 Mio. Euro) – due to the reporting period's better net financial result (9M 2013: even; 9M 2012: net financial expenses of 0.4 million Euro). This equals basic earnings per share of 0.23 Euro (9M 2012: 0.24 Euro).
The consolidated net income for the third quarter 2013 amounted to 3.1 million Euro (Q3 2012: 1.0 million Euro), equivalent to basic earnings per share of 0.16 Euro (Q3 2012: 0.05 Euro).
The cash flow from operating activities was roughly stable in year-over-year comparison, reaching 11.8 million Euro in the first nine months of 2013 (9M 2012: 12.8 million Euro). Capital expenditures for intangible assets and property, plant and equipment were 10.8 million Euro in the first nine months of 2013, or 7.9% of sales (9M 2012: 13.0 million Euro, or 9.6% of sales). The adjusted free cash flow (cash flow from operating activities less capital expenditures for intangible assets and property, plant and equipment, less payments for investments, plus disposal of investments) came to 2.7 million Euro (9M 2012: –0.1 million Euro).
In the third quarter 2013, the adjusted free cash flow was 2.9 million Euro (Q3 2012: 3.2 million Euro), also reflecting an improvement in the course of the year.
In addition to cash and cash equivalents in the amount of 19.2 million Euro, the Company holds 52.6 million Euro in long-term and short-term securities (December 31, 2012: 55.6 million Euro and 26.6 million Euro, respectively). Cash and cash equivalents plus fungible securities altogether amounted to 71.8 million Euro as of September 30, 2013, lower by comparison to December 31, 2012 (82.2 million Euro). Net cash also went down from December 31, 2012 (39.3 million Euro), to 34.2 million Euro. The main reasons for this are the payment of the dividend, the share buyback scheme and capital expenditures. The equity ratio of 70.4% as of September 30, 2013 remained stable (December 31, 2012: 69.6%).
The worldwide car market continues to show major regional differences. Compared with the previous year, however, in September 2013 there are first signs of a slight recovery in some countries of Western Europe.
The Western European car market was still 4% below the prioryear level with close to 8.8 million new registrations in the first nine months. The relevant Western European markets, with the exception of Great Britain (+10.8%), showed negative or very negative performances. According to the European Automobile Manufacturers' Association (ACEA), new passenger car registrations went down from the prior-year period in Spain (–1.6%), Germany (–6.0%), Italy (–8.3%), and France (–8.5%).
China continues to be the auto industry's growth driver. In the first nine months of 2013, 11.6 million cars were registered. This is a 20.8% gain compared with the prior-year period. The German carmakers have a share of close to 22% in the Chinese market, as reported by the German Association of the Automotive Industry (VDA).
In other Asian countries, however, the market development is negative: Car sales in India have gone down by almost 8% to 1.9 million units so far this year. On the Japanese passenger car market, roughly 5% fewer cars, altogether 3.5 million, were registered in comparison with the year before.
The U.S. market continues its positive trend, recording altogether 11.7 million light vehicles and thus about 8% more registered cars in the reporting period.
Dr. Anton Mindl, CEO, and Nicolaus Graf von Luckner, CFO, explained the 2012 annual result within the framework of the annual press conference and the analysts' conference held on March 19, 2013.
Elmos held its 14th Annual General Meeting on May 24, 2013. All items on the agenda were adopted by a large majority.
The Supervisory Board of Elmos has appointed Dr. Arne Schneider (36) as new member of the Management Board effective July 1, 2014. He will be responsible for Finances and Administration. The acting CFO, Nicolaus Graf von Luckner (64), will go into retirement as of June 30, 2014 and thus leave the Management Board of Elmos Semiconductor AG. This announcement was released in September.
In the reporting period Elmos introduced the following new products, among others:
Elmos and SMI have announced a partnership with the distributor Mouser Electronics Inc. Since April, Mouser has been distributing mixed-signal semiconductors, MEMS pressure sensors, HALIOS® sensors, and integrated microsystems.
Furthermore, Elmos displayed its product portfolio at the trade shows "embedded world 2013" in Nuremberg and "electronica China" in Shanghai and received positive customer response throughout.
On June 25, 2013 Elmos held a development workshop for customers about industrial products. Its main focus was the efficient integration of IO-Link, DC/DC and KNX products into new as well as existing systems.
In June 2013 Elmos released the new product catalog 2013/14 containing many application examples and detailed information.
Elmos has successfully implemented an energy management system. It has been certified according to DIN EN ISO 50001. Its goal is to save energy. Components of the energy management system are energy policy, the definition of energy targets, the identification of energy savings potential, the determination of measures, and reviews and monitoring.
Elmos has also reported that is has aligned its IC development process with the requirements of ISO 26262. ISO 26262 is a comprehensive international standard that focuses on the functional safety of electric/electronic automotive systems. Elmos participates in the ZVEI ad hoc workgroup ISO 26262.
In mid-September Elmos launched its new website. Clearly laid out product pages, easy sample ordering, and all the facts at a single glance: These were the priorities Elmos had defined for redesigning its website. Moreover, the website is now ready and optimized for mobile devices such as smartphones and tablets.
The Elmos Group's workforce came to 1,063 employees as of September 30, 2013. Compared with December 31, 2012 (1,032 employees), the staff is thus slightly increased (3.0%). This is accounted for essentially by the regular employment of formerly temporary staff.
Despite the persisting economic uncertainties in Europe, the stock markets generally showed positive developments in the first nine months of 2013. DAX (12.9%), TecDAX (30.8%), DAX Sector Technology (22.1%) and Technology All Share (30.2%) all reported gains. The very good performance of the third quarter 2013 is especially worth noting. The Elmos share also had a very good performance and climbed by 28.5% over the first nine months of 2013.
The Elmos share closed on September 30, 2013 at 9.24 Euro. Market capitalization amounted to 181.6 million Euro at that date (based on 19.7 million shares issued). The stock price reached its high on September 19, 2013 at 9.76 Euro and its low on January 3, 2013 at 7.17 Euro (Xetra closing prices all). The average daily trading volume of the first nine months of 2013 was 18.5 thousand shares (Xetra and Frankfurt floor) and was thus below the 2012 average (23.8 thousand shares).
At the end of March 2013, Elmos completed its share buyback plan launched in August 2012. Altogether 348,783 shares were repurchased at an average share price of 7.57 Euro. This equals a total purchase price of 2.6 million Euro. The portfolio of treasury shares was reduced by servicing stock options with treasury stock and through share-based remuneration. On September 30, 2013 Elmos Semiconductor AG held 327,697 treasury shares.
Altogether 97,460 stock options were exercised in the first nine months of 2013, originating from the stock option plan of the 2009 tranche. As a part of these options were serviced with treasury shares (54,690 shares) and another part by the creation of conditional capital (42,770 shares), the share capital amounts to 19,658,475 shares, or Euro, as of September 30, 2013.
Prof. Dr. Günter Zimmer, chairman Graduate physicist | Duisburg
Dr. Burkhard Dreher, deputy chairman Graduate economist | Dortmund
Dr. Klaus Egger Graduate engineer | Steyr-Gleink, Austria
Thomas Lehner Graduate engineer | Dortmund
Sven-Olaf Schellenberg Graduate physicist | Dortmund
Dr. Klaus Weyer Graduate physicist | Penzberg
Dr. Anton Mindl, chairman Graduate physicist | Lüdenscheid
Nicolaus Graf von Luckner Graduate economist | Oberursel
Reinhard Senf Graduate engineer | Iserlohn
Dr. Peter Geiselhart Graduate physicist | Ettlingen
Risk management and individual corporate risks and opportunities are described in our Annual Report 2012. No material changes of the Company's risks and opportunities as detailed therein have occurred in the first nine months of 2013. No risks are visible at present that could either separately or collectively jeopardize the Company's continued existence.
The general economic conditions for 2013 continue to be dismal on account of the euro crisis. The resulting uncertainty makes many customers hesitate when it comes to buying a new car. While on the global scope a slight growth by 2% to 70.5 million units is expected for the passenger car market, the European market remains the problem child. The German Association of the Automotive Industry (VDA) identifies the ever increasing divide in the growth dynamics of relevant markets as a challenge. VDA President Matthias Wissmann calls the automotive year 2013 "a challenging year of hard work", yet he anticipates a modest stabilization to occur in the second half-year 2013. The VDA expects the Western European market to shrink by about 5% to 11.1 million new cars in 2013 which would make it the fourth year of decline in a row, recording almost 4 million units below the record year of 2007 (14.8 million units). A growth of more than 5% is expected for the U.S. in 2013; for China, even a double-digit growth rate is anticipated.
Elmos has pursued a solid economic policy over the past years. As a consequence of that, Elmos now stands on a secure financial foundation. Moreover, Elmos is highly regarded by the customers; the deciding factors for this reputation were the power of innovation, the high quality level, and the Company's delivery reliability.
Elmos has the right products in order to benefit from a sound economy. The current year's ramp-up of several new products continues to make us optimistic for this year despite the currently rather dim prospects for the automotive market so that we confirm our growth forecast for 2013. Sales of the third quarter 2013 were slightly lower than expected primarily on account of cut-off-date related effects. Therefore and because of the order backlog, we are expecting a strong fourth quarter of 2013. Following three quarters with increasing earnings, the margins will keep improving in the fourth quarter.
In 2013 Elmos anticipates a sales increase in the mid single-digit percentage range based on essentially unchanged general economic conditions. The EBIT margin will be above the 2012 level (6.3%). The adjusted free cash flow is expected to be positive. Capital expenditures are budgeted to amount to no more than 15% of sales.
In the medium and long term, Elmos will benefit from the global megatrends: increasing urbanization, more renewable energy sources (and generally dealing with energy in an efficient way), and more as well as environmentally sound mobility. To all these dynamically growing market segments, Elmos will make important contributions.
| Assets | 9/30/2013 thousand Euro |
12/31/20121 thousand Euro |
|---|---|---|
| Non-current assets | ||
| Intangible assets2 | 27,681 | 30,236 |
| Property, plant and equipment2 | 70,619 | 71,755 |
| Investments in associates | 0 | 0 |
| Securities2, 3 | 48,828 | 18,741 |
| Investments2, 3 | 470 | 2,652 |
| Other financial assets2 | 1,624 | 1,116 |
| Deferred tax assets | 3,129 | 3,624 |
| Total non-current assets | 152,351 | 128,124 |
| Current assets | ||
| Inventories2 | 46,529 | 42,968 |
| Trade receivables3 | 31,688 | 27,644 |
| Securities3 | 3,769 | 7,840 |
| Other financial assets | 4,279 | 4,203 |
| Other receivables | 6,450 | 5,479 |
| Income tax assets | 998 | 411 |
| Cash and cash equivalents3 | 19,229 | 55,576 |
| 112,942 | 144,121 | |
| Non-current assets held for sale | 1,118 | 144 |
| Total current assets | 114,060 | 144,265 |
| Total assets | 266,411 | 272,389 |
1 Adjustment of prior-year amounts due to amendment to IAS 19; please refer to note 1 in the condensed notes to consolidated financial statements
| Equity and liabilities | 9/30/2013 thousand Euro |
12/31/20121 thousand Euro |
|---|---|---|
| Equity | ||
| Equity attributable to owners of the parent | ||
| Share capital2 | 19,658 | 19,616 |
| Treasury stock2 | −328 | −240 |
| Additional paid-in capital | 88,038 | 88,599 |
| Surplus reserve | 102 | 102 |
| Other equity components | −3,780 | −3,402 |
| Retained earnings | 81,970 | 82,327 |
| 185,660 | 187,002 | |
| Non-controlling interests | 1,925 | 2,587 |
| Total equity | 187,585 | 189,589 |
| Liabilities | ||
| Non-current liabilities | ||
| Provisions | 395 | 756 |
| Financial liabilities3 | 37,531 | 12,571 |
| Other liabilities | 4,608 | 5,277 |
| Deferred tax liabilities | 2,997 | 4,219 |
| Total non-current liabilities | 45,532 | 22,823 |
| Current liabilities | ||
| Provisions | 8,652 | 8,107 |
| Income tax liabilities | 1,437 | 1,409 |
| Financial liabilities3 | 125 | 30,290 |
| Trade payables3 | 19,855 | 17,755 |
| Other liabilities | 3,225 | 2,416 |
| Total current liabilities | 33,294 | 59,977 |
| Total liabilities | 78,826 | 82,800 |
| Total equity and liabilities | 266,411 | 272,389 |
| For the period July 1 through September 30 | 7/1 – 9/30/2013 thousand Euro |
in percent of sales |
7/1 – 9/30/2012 thousand Euro1 |
in percent of sales |
Change | |
|---|---|---|---|---|---|---|
| Sales | 46,176 | 100.0% | 43,253 | 100.0% | 6.8% | |
| Cost of sales | 26,295 | 56.9% | 25,001 | 57.8% | 5.2% | |
| Gross profit | 19,881 | 43.1% | 18,253 | 42.2% | 8.9% | |
| Research and development expenses | 7,758 | 16.8% | 8,940 | 20.7% | –13.2% | |
| Distribution expenses | 4,389 | 9.5% | 4,170 | 9.6% | 5.3% | |
| Administrative expenses | 4,023 | 8.7% | 3,775 | 8.7% | 6.6% | |
| Operating income before other operating expenses /income |
||||||
| 3,710 | 8.0% | 1,368 | 3.2% | >100.0% | ||
| Finance income | –576 | –1.2% | –471 | –1.1% | 22.3% | |
| Finance costs | 476 | 1.0% | 603 | 1.4% | –21.1% | |
| Exchange rate losses Other operating income |
243 –579 |
0.5% –1.3% |
166 –590 |
0.4% –1.4% |
46.8% –1.9% |
|
| Other operating expenses | 339 | 0.7% | 325 | 0.8% | 4.5% | |
| Earnings before taxes | 3,806 | 8.2% | 1,335 | 3.1% | >100.0% | |
| Taxes on income | ||||||
| Current income tax expense | 365 | 0.8% | 316 | 0.7% | 15.5% | |
| Deferred taxes | 376 | 0.8% | –104 | –0.2% | n/a | |
| 741 | 1.6% | 212 | 0.5% | >100.0% | ||
| Consolidated net income | 3,065 | 6.6% | 1,123 | 2.6% | >100.0% | |
| Consolidated net income attributable to | ||||||
| Owners of the parent | 3,053 | 6.6% | 1,022 | 2.4% | >100.0% | |
| Non-controlling interests | 12 | 0.0% | 101 | 0.2% | –88.2% | |
| Earnings per share | ||||||
| Basic earnings per share (in Euro) | 0.16 | 0.05 | >100.0% | |||
| Fully diluted earnings per share (in Euro) | 0.16 | 0.05 | >100.0% |
| For the period July 1 through September 30 | 7/1 – 9/30/2013 thousand Euro |
7/1 – 9/30/2012 thousand Euro1 |
|---|---|---|
| Consolidated net income | 3,065 | 1,123 |
| Other comprehensive income | ||
| Items that may be reclassified to the income statement in future periods, including respective tax effects |
||
| Foreign currency adjustments not affecting deferred taxes | –39 | –53 |
| Foreign currency adjustments affecting deferred taxes | –423 | –411 |
| Deferred tax (on foreign currency adjustments affecting deferred taxes) | 106 | 98 |
| Value differences relating to hedges | –46 | –310 |
| Deferred tax (on value differences relating to hedges) | 15 | 100 |
| Available-for-sale financial assets | 210 | 99 |
| Deferred tax (on available-for-sale financial assets) | –69 | –25 |
| Items that will not be reclassified to the income statement in future periods, including respective tax effects |
||
| Actuarial gains/losses (−) from pension plans | 21 | –29 |
| Deferred tax on actuarial gains/losses (−) from pension plans | –6 | 9 |
| Other comprehensive income after taxes | –231 | –522 |
| Total comprehensive income after taxes | 2,834 | 601 |
| Total comprehensive income attributable to | ||
| Owners of the parent | 2,828 | 509 |
| Non-controlling interests | 6 | 92 |
Adjustment due to the amendment to IAS 19
1
1 Adjustment of prior-year amounts due to amendment to IAS 19; please refer to note 1 in the condensed notes to consolidated financial statements
| For the period January 1 through September 30 | 1/1 – 9/30/2013 thousand Euro |
in percent of sales |
1/1 – 9/30/2012 thousand Euro1 |
in percent of sales |
Change |
|---|---|---|---|---|---|
| Sales | 136,388 | 100.0% | 135,667 | 100.0% | 0.5% |
| Cost of sales | 81,326 | 59.6% | 81,143 | 59.8% | 0.2% |
| Gross profit | 55,063 | 40.4% | 54,525 | 40.2% | 1.0% |
| Research and development expenses | 25,572 | 18.7% | 26,823 | 19.8% | –4.7% |
| Distribution expenses | 13,638 | 10.0% | 13,122 | 9.7% | 3.9% |
| Administrative expenses | 12,236 | 9.0% | 12,103 | 8.9% | 1.1% |
| Operating income before other operating expenses /income |
3,616 | 2.7% | 2,476 | 1.8% | 46.1% |
| Finance income | –1,620 | –1.2% | –1,378 | –1.0% | 17.5% |
| Finance costs | 1,608 | 1.2% | 1,799 | 1.3% | –10.6% |
| Exchange rate losses | 177 | 0.1% | 173 | 0.1% | 2.6% |
| Other operating income | –3,034 | –2.2% | –4,592 | –3.4% | –33.9% |
| Other operating expenses | 931 | 0.7% | 1,065 | 0.8% | –12.5% |
| Earnings before taxes | 5,554 | 4.1% | 5,410 | 4.0% | 2.7% |
| Taxes on income | |||||
| Current income tax expense | 1,383 | 1.0% | 1,098 | 0.8% | 26.0% |
| Deferred taxes | –631 | –0.5% | –437 | –0.3% | 44.4% |
| 752 | 0.6% | 661 | 0.5% | 13.8% | |
| Consolidated net income | 4,802 | 3.5% | 4,749 | 3.5% | 1.1% |
| Consolidated net income attributable to | |||||
| Owners of the parent | 4,531 | 3.3% | 4,582 | 3.4% | –1.1% |
| Non-controlling interests | 270 | 0.2% | 167 | 0.1% | 61.7% |
| Earnings per share | |||||
| Basic earnings per share (in Euro) | 0.23 | 0.24 | –0.7% | ||
| Fully diluted earnings per share (in Euro) | 0.23 | 0.23 | –0.8% |
| For the period January 1 through September 30 | 1/1 – 9/30/2013 thousand Euro |
1/1 – 9/30/2012 thousand Euro1 |
|---|---|---|
| Consolidated net income | 4,802 | 4,749 |
| Other comprehensive income | ||
| Items that may be reclassified to the income statement in future periods, including respective tax effects |
||
| Foreign currency adjustments not affecting deferred taxes | –104 | –9 |
| Foreign currency adjustments affecting deferred taxes | –318 | –7 |
| Deferred tax (on foreign currency adjustments affecting deferred taxes) | 79 | –3 |
| Value differences relating to hedges | 206 | –820 |
| Deferred tax (on value differences relating to hedges) | –56 | 264 |
| Available-for-sale financial assets | –429 | 133 |
| Deferred tax (on available-for-sale financial assets) | 164 | –32 |
| Items that will not be reclassified to the income statement in future periods, including respective tax effects |
||
| Actuarial gains/losses (−) from pension plans | 63 | –86 |
| Deferred tax on actuarial gains/losses (−) from pension plans | –19 | 27 |
| Other comprehensive income after taxes | –414 | –533 |
| Total comprehensive income after taxes | 4,388 | 4,216 |
| Total comprehensive income attributable to | ||
| Owners of the parent | 4,153 | 4,055 |
| Non-controlling interests | 234 | 161 |
Adjustment due to amendment to IAS 19
1
1 Adjustment of prior-year amounts due to amendment to IAS 19; please refer to note 1 in the condensed notes to consolidated financial statements
| 1/1 – 9/30/2013 thousand Euro |
1/1 – 9/30/2012 thousand Euro1 |
7/1 – 9/30/2013 thousand Euro |
7/1 – 9/30/2012 thousand Euro1 |
|
|---|---|---|---|---|
| Cash flow from operating activities | ||||
| Consolidated net income | 4,802 | 4,749 | 3,065 | 1,123 |
| Depreciation and amortization | 13,839 | 13,009 | 4,530 | 4,414 |
| Financial result | –12 | 421 | –100 | 132 |
| Other non-cash income (–)/expenses | –783 | –2,511 | 326 | –196 |
| Current income tax expense | 1,383 | 1,098 | 365 | 316 |
| Expenses for stock option and stock award plans | 308 | 229 | 98 | 68 |
| Changes in pension provisions | –299 | –145 | –100 | –38 |
| Changes in net working capital: | ||||
| Trade receivables | –4,044 | 1,694 | –968 | 2,216 |
| Inventories | –3,561 | –49 | –1,758 | –1,061 |
| Other assets | –1,047 | –1,037 | 894 | 586 |
| Trade payables | 2,100 | –5,472 | 1,987 | –2,766 |
| Other provisions and other liabilities | 1,043 | 1,082 | –558 | 1,116 |
| Income tax payments | –1,942 | 188 | –1,266 | 2,041 |
| Interest paid | –1,608 | –1,799 | –476 | –603 |
| Interest received | 1,611 | 1,378 | 577 | 471 |
| Cash flow from operating activities | 11,790 | 12,835 | 6,616 | 7,819 |
1 Adjustment of prior-year amounts due to amendment to IAS 19
| 1/1 – 9/30/2013 thousand Euro |
1/1 – 9/30/2012 thousand Euro1 |
7/1 – 9/30/2013 thousand Euro |
7/1 – 9/30/2012 thousand Euro1 |
|
|---|---|---|---|---|
| Cash flow from investing activities | ||||
| Capital expenditures for intangible assets | –1,387 | –1,714 | –593 | –435 |
| Capital expenditures for property, plant and equipment | –9,377 | –11,269 | –3,091 | –4,232 |
| Payments for (−)/Disposal of non-current assets held for sale | –975 | 230 | –97 | 173 |
| Disposal of property, plant and equipment | 531 | 804 | 1 | 741 |
| Payments from acquisition of shares in subsidiaries | 0 | 302 | 0 | 0 |
| Payments for (−)/Disposal of securities | –26,445 | 174 | 1 | 3,492 |
| Disposal of investments | 1,709 | 0 | 0 | 0 |
| Payments for (−) /Payments from other non-current financial assets | –10 | 22 | 7 | 26 |
| Cash flow from investing activities | –35,954 | –11,451 | –3,772 | –235 |
| Cash flow from financing activities | ||||
| Repayment (−) /Borrowing of non-current liabilities | –40 | 191 | 0 | 1 |
| Repayment (−) /Borrowing of current liabilities to banks | –5,165 | –237 | –5,024 | –90 |
| Newly created non-controlling interests | 0 | 48 | 0 | 0 |
| Purchase of treasury shares | –1,525 | –405 | 0 | –405 |
| Issue of treasury shares/Share-based remuneration | 457 | 216 | 0 | 9 |
| Capital increase from conditional capital | 157 | 660 | 116 | 389 |
| Dividend payment | –4,814 | –4,827 | 0 | 0 |
| Dividend payment to non-controlling shareholders | –400 | 0 | 0 | 0 |
| Increase of majority stake | –570 | 0 | 0 | 0 |
| Other changes | –3 | –52 | 1 | –20 |
| Cash flow from financing activities | –11,903 | –4,406 | –4,907 | –116 |
| Decrease (–) /Increase in cash and cash equivalents | –36,067 | –3,022 | –2,064 | 7,468 |
| Effect of exchange rate changes on cash and cash equivalents | –280 | –26 | –250 | –192 |
| Cash and cash equivalents at beginning of reporting period | 55,576 | 59,002 | 21,543 | 48,678 |
| Cash and cash equivalents at end of reporting period | 19,229 | 55,954 | 19,229 | 55,954 |
| Non controlling |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity attributable to owners of the parent | Other equity components | interests | Group | ||||||||||
| Shares thousand |
Share capital thousand Euro |
Treasury stock thousand Euro |
Additional paid-in capital thousand Euro |
Surplus reserve thousand Euro |
Reserve for available-for-sale financial assets thousand Euro |
Hedges thousand Euro |
Foreign currency translations thousand Euro |
Unrealized actuarial gains/ losses thousand Euro |
Retained earnings thousand Euro |
Total thousand Euro |
Total thousand Euro |
Total thousand Euro |
|
| January 1, 2012 prior to adjustments | 19,414 | 19,414 | –106 | 88,516 | 102 | –37 | –627 | –1,400 | 0 | 81,450 | 187,312 | 633 | 187,945 |
| Effects of first-time application of IAS 19R1 | 43 | –6 | 37 | 37 | |||||||||
| January 1, 2012 after adjustments | 19,414 | 19,414 | –106 | 88,516 | 102 | –37 | –627 | –1,400 | 43 | 81,444 | 187,349 | 633 | 187,982 |
| Consolidated net income | 4,582 | 4,582 | 167 | 4,749 | |||||||||
| Other comprehensive income for the period | 101 | –556 | –13 | –59 | –527 | –6 | –533 | ||||||
| Total comprehensive income | 101 | –556 | –13 | –59 | 4,582 | 4,055 | 161 | 4,216 | |||||
| Share-based remuneration | 26 | 190 | 216 | 216 | |||||||||
| Capital increase from conditional capital | 180 | 180 | 480 | 660 | 660 | ||||||||
| Transaction costs | –21 | –21 | –21 | ||||||||||
| Purchase of treasury shares | –56 | –349 | –405 | –405 | |||||||||
| Changes in basis of consolidation | 1,659 | 1,659 | |||||||||||
| Put option non-controlling shareholder | –2,214 | –2,214 | –2,214 | ||||||||||
| Dividend payment | –4,827 | –4,827 | –4,827 | ||||||||||
| Stock option and stock award expenses | 229 | 229 | 229 | ||||||||||
| Newly created non-controlling interests | 17 | 17 | 31 | 48 | |||||||||
| Other changes | –181 | –181 | –181 | ||||||||||
| September 30, 2012 | 19,594 | 19,594 | –136 | 89,045 | 102 | 64 | –1,183 | –1,413 | –16 | 78,821 | 184,878 | 2,484 | 187,362 |
| January 1, 2013 prior to adjustments | 19,616 | 19,616 | –240 | 88,599 | 102 | 71 | –1,306 | –1,634 | 0 | 82,255 | 187,463 | 2,587 | 190,050 |
| Effects of first-time application of IAS 19R1 | –533 | 72 | –461 | –461 | |||||||||
| January 1, 2013 after adjustments | 19,616 | 19,616 | –240 | 88,599 | 102 | 71 | –1,306 | –1,634 | –533 | 82,327 | 187,002 | 2,587 | 189,589 |
| Consolidated net income | 4,531 | 4,531 | 270 | 4,802 | |||||||||
| Other comprehensive income for the period | –265 | 150 | –307 | 44 | –378 | –36 | –414 | ||||||
| Total comprehensive income | –265 | 150 | –307 | 44 | 4,531 | 4,153 | 234 | 4,388 | |||||
| Share-based remuneration | 46 | 209 | 255 | 255 | |||||||||
| Capital increase from conditional capital | 42 | 42 | 115 | 157 | 157 | ||||||||
| Issue of treasury shares | 55 | 147 | 202 | 202 | |||||||||
| Transaction costs | –4 | –4 | –4 | ||||||||||
| Purchase of treasury shares | –189 | –1,336 | –1,525 | –1,525 | |||||||||
| Dividend payment | –4,814 | –4,814 | –4,814 | ||||||||||
| Dividend payment to non-controlling shareholders | 0 | –400 | –400 | ||||||||||
| Stock option and stock award expenses | 308 | 308 | 308 | ||||||||||
| Increase of majority stake | –85 | –85 | –485 | –570 | |||||||||
| Other changes | 11 | 11 | –11 | 0 | |||||||||
| September 30, 2013 | 19,658 | 19,658 | –328 | 88,038 | 102 | –194 | –1,156 | –1,941 | –489 | 81,970 | 185,660 | 1,925 | 187,585 |
1 Please refer to note 1 in the condensed notes to consolidated financial statements
The condensed interim consolidated financial statements for the 3rd quarter of 2013 were released for publication in November 2013 pursuant to Management Board resolution.
Elmos Semiconductor Aktiengesellschaft ("the Company" or "Elmos") has its registered office in Dortmund (Germany) and is entered in the register of companies maintained at Dortmund District Court (Amtsgericht), section B, no. 13698. The Articles of Incorporation are in effect in the version of March 26, 1999, last amended by resolution of the Annual General Meeting of May 24, 2013.
The Company's business is the development, manufacture and distribution of microelectronic components and system parts (application specific integrated circuits, or in short: ASICs) as well as technological devices with similar functions. The Company may conduct all transactions suitable for serving the object of business directly or indirectly. The Company may establish branches, acquire or lease businesses of the same or a similar kind or invest in them, and conduct all business transactions that are beneficial to the Articles of Association. The Company is authorized to conduct business in Germany as well as abroad.
In addition to its domestic branches, the Company has sales companies in Asia and the United States and cooperates with other German and international companies in the development and production of ASIC chips.
The condensed interim consolidated financial statements for the period January 1 through September 30, 2013 have been prepared in accordance with IAS 34: Interim Financial Reporting. These financial statements do therefore not contain all the information and disclosures required for consolidated financial statements and should therefore be read in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2012.
For the preparation of the condensed interim consolidated financial statements, the same accounting policies and valuation methods have been adopted as were applied for the preparation of the consolidated financial statements for the fiscal year ended December 31, 2012, with the exception of the following new or amended IFRS standards and interpretations listed below.
In June 2011 the IASB released amendments to IAS 19: Employee Benefits that were adopted by the EU in June 2012. The amendments to IAS 19 must generally be applied with retrospective effect for financial statements prepared for fiscal years beginning on or after January 1, 2013. So far the Group has applied the so-called corridor method. Upon the elimination of the corridor method by revised IAS 19, actuarial gains and losses have immediate effect on the consolidated statement of financial position and result in an increase of pension provisions as well as a decrease in equity. From now on the consolidated income statement remains free of effects from actuarial gains and losses as those are now to be entered in other comprehensive income. Elmos has adjusted the reported prior-year amounts for effects from the amendments to IAS 19. For Elmos, the amendments to IAS 19 result in the following effects:
| Retrospective presentation of the consolidated statement of financial position as of January 1, 2012 | |||||
|---|---|---|---|---|---|
| -- | -- | -- | -- | ------------------------------------------------------------------------------------------------------ | -- |
| thousand Euro | January 1, 2012 prior to adjustments |
Effects of first-time application of IAS 19R |
January 1, 2012 after adjustments |
|---|---|---|---|
| Consolidated statement of financial position | |||
| Other equity components | −2,064 | 43 | −2,021 |
| Retained earnings | 81,450 | −6 | 81,444 |
| Non-current provisions | 243 | −55 | 188 |
| Deferred tax liabilities | 3,994 | 18 | 4,012 |
Retrospective presentation of the consolidated statement of financial position as of January 1, 2013
| thousand Euro | January 1, 2013 prior to adjustments |
Effects of first-time application of IAS 19R |
January 1, 2013 after adjustments |
|---|---|---|---|
| Consolidated statement of financial position | |||
| Deferred tax assets | 3,421 | 203 | 3,624 |
| Other equity components | −2,869 | −533 | −3,402 |
| Retained earnings | 82,255 | 72 | 82,327 |
| Non-current provisions | 92 | 664 | 756 |
Retrospective presentation of the consolidated income statement for the third quarter 2012
| thousand Euro | 7/1 – 9/30/2012 prior to adjustments |
Effects of first-time application of IAS 19R |
7/1 – 9/30/2012 after adjustments |
|---|---|---|---|
| Consolidated income statement | |||
| Administrative expenses | 3,804 | −29 | 3,775 |
| Operating income before other operating expenses/income | 1,339 | 29 | 1,368 |
| Earnings before taxes | 1,306 | 29 | 1,335 |
| Deferred taxes | −113 | 9 | −104 |
| Consolidated net income | 1,103 | 20 | 1,123 |
Retrospective presentation of the consolidated income statement for the first nine months 2012
| thousand Euro | 1/1 – 9/30/2012 prior to adjustments |
Effects of first-time application of IAS 19R |
1/1 – 9/30/2012 after adjustments |
|---|---|---|---|
| Consolidated income statement | |||
| Administrative expenses | 12,189 | –86 | 12,103 |
| Operating income before other operating expenses/income | 2,390 | 86 | 2,476 |
| Earnings before taxes | 5,324 | 86 | 5,410 |
| Deferred taxes | –464 | 27 | –437 |
| Consolidated net income | 4,690 | 59 | 4,749 |
Due to above adjustments, basic earnings per share for the first nine months of the year 2012 are 0.01 Euro higher. Diluted earnings per share for the first nine months 2012 remain unchanged as do basic and diluted earnings per share for the third quarter 2012.
In May 2011 the IASB released IFRS 13: Fair Value Measurement, merging regulations on the measurement of fair value, previously scattered over several IFRS, in a single standard and replacing them by a uniform regulation. IFRS 13 is subject to prospective application for fiscal years beginning on or after January 1, 2013. First-time application does not result in material effects on the measurement of assets and liabilities. Changes particularly address the notes to consolidated financial statements. Accordingly, information about market values of financial instruments and the categorization of financial instruments, so far reportable only as of the reporting date of annual financial statements, must now also be provided during the fiscal year in the interim consolidated financial statements.
The regulation includes clarifications of several existing standards and is subject to application for fiscal years beginning on or after January 1, 2013. It did not have any material effects on the Group's financial, profit and economic situation.
The Company recognizes provisions for pension and partial retirement obligations pursuant to IAS 19. An actuarial interest rate of 3.5% has been applied for pension obligations in 2013 (December 31, 2012: 3.5%) and of 1.4% for partial retirement obligations (December 31, 2012: 3.5%).
There were no exceptional business transactions in the first nine months of 2013.
There were neither additions to nor disposals from the basis of consolidation in the first nine months of 2013.
As of acquisition date January 1, 2013, 26.1% of the shares in GED Gärtner-Electronic-Design GmbH, Frankfurt/Oder were acquired. Following this increase of the already existing majority stake, Elmos Semiconductor AG holds 100% of the shares in this affiliate.
The general economic conditions for 2013 continue to be affected negatively by the euro crisis. The resulting uncertainty makes many customers hesitate when it comes to buying a new car. The German Association of the Automotive Industry (VDA) identifies the ever increasing divide in the growth dynamics of relevant markets as a challenge. The business of Elmos Semiconductor AG is not subject to material seasonal fluctuations.
The business segments correspond to the Elmos Group's internal organizational and reporting structure. The definition of segments considers the different products and services supplied by the Group. The accounting principles of the individual segments correspond to those applied by the Group.
The Company divides its business activities into two segments. The semiconductor business is operated through the various national subsidiaries and branches in Germany, the Netherlands, South Africa, Asia, and the U.S.A. Sales in this segment are generated predominantly with electronics for the automotive industry. In addition, Elmos operates in the markets for industrial and consumer goods and provides semiconductors e.g. for applications in household appliances, photo cameras, installation and building technology, and machine control. Sales in the micromechanics segment are generated by the subsidiary SMI in the U.S.A. Its product portfolio includes micro-electro-mechanical systems (MEMS) which are primarily silicon-based high-precision pressure sensors. The following tables provide information on sales and earnings (for the period January 1 through September 30, 2013 and 2012, respectively) as well as on assets of the Group's business segments (as of September 30, 2013 and December 31, 2012).
| 9 months ended September 30, 2013 | Semiconductor thousand Euro |
Micromechanics thousand Euro |
Consolidation thousand Euro |
Group thousand Euro |
|---|---|---|---|---|
| Sales | ||||
| Third-party sales | 124,902 | 11,486 | 0 | 136,388 |
| Inter-segment sales | 303 | 586 | –8891 | 0 |
| Total sales | 125,205 | 12,072 | –889 | 136,388 |
| Earnings | ||||
| Segment earnings | 4,705 | 837 | 0 | 5,542 |
| Finance income | 1,620 | |||
| Finance costs | –1,608 | |||
| Earnings before taxes | 5,554 | |||
| Taxes on income | –752 | |||
| Consolidated net income including non-controlling interests | 4,802 | |||
| Assets | ||||
| Segment assets | 227,286 | 15,300 | 23,3552 | 265,941 |
| Investments | 470 | 0 | 0 | 470 |
| Total assets | 266,411 | |||
| Other segment information | ||||
| Capital expenditures for intangible assets and property, plant and equipment |
9,760 | 1,004 | 0 | 10,764 |
| Depreciation and amortization | 13,315 | 524 | 0 | 13,839 |
| 1 Sales from intersegment transactions are eliminated for consolidation purposes. |
|
|---|---|
| -------------------------------------------------------------------------------------- | -- |
Non-attributable assets as of September 30, 2013 include cash and cash equivalents (19,229 thousand Euro), income tax assets (998 thousand Euro), and deferred taxes (3,129 thousand Euro), as these assets are controlled at group level.
| 9 months ended September 30, 2012 | Semiconductor thousand Euro3 |
Micromechanics thousand Euro |
Consolidation thousand Euro3 |
Group thousand Euro3 |
|---|---|---|---|---|
| Sales | ||||
| Third-party sales | 121,227 | 14,440 | 0 | 135,667 |
| Inter-segment sales | 170 | 725 | –8951 | 0 |
| Total sales | 121,397 | 15,165 | –895 | 135,667 |
| Earnings | ||||
| Segment earnings | 4,006 | 1,825 | 0 | 5,831 |
| Finance income | 1,378 | |||
| Finance costs | –1,799 | |||
| Earnings before taxes | 5,410 | |||
| Taxes on income | –661 | |||
| Consolidated net income including non-controlling interests | 4,749 | |||
| Assets (as of 12/31/2012) | ||||
| Segment assets | 196,462 | 13,664 | 59,6112 | 269,737 |
| Investments | 470 | 2,182 | 0 | 2,652 |
| Total assets | 272,389 | |||
| Other segment information | ||||
| Capital expenditures for intangible assets and property, plant and equipment |
16,054 | 890 | 0 | 16,944 |
| Depreciation and amortization | 12,536 | 473 | 0 | 13,009 |
1 Sales from intersegment transactions are eliminated for consolidation purposes.
3
Non-attributable assets as of December 31, 2012 include cash and cash equivalents (55,576 thousand Euro), income tax assets (411 thousand Euro), and deferred taxes (3,624 thousand Euro), as these assets are controlled at group level.
Adjustment of prior-year amounts due to amendment to IAS 19; please also refer to note 1 in the notes to consolidated financial statements
| Sales generated with third-party customers | 9 months ended 9/30/2013 thousand Euro |
9 months ended 9/30/2012 thousand Euro |
|---|---|---|
| Germany | 47,960 | 40,211 |
| Other EU countries | 37,848 | 45,412 |
| U.S.A. | 10,177 | 12,808 |
| Asia/Pacific | 31,013 | 26,961 |
| Others | 9,390 | 10,275 |
| Consolidated sales | 136,388 | 135,667 |
| Geographical distribution of non-current assets | 9/30/2013 thousand Euro |
12/31/2012 thousand Euro |
| Germany | 137,343 | 112,054 |
| Other EU countries | 5,485 | 4,796 |
| U.S.A. | 4,667 | 6,458 |
Others 103 76 Non-current assets 147,597 123,384
| Development of selected non-current assets from January 1 through September 30 |
Net book value 1/1/2013 thousand Euro |
Reclassification thousand Euro |
Additions thousand Euro |
Disposals/Other movements thousand Euro |
Depreciation and amortization thousand Euro |
Net book value 9/30/2013 thousand Euro |
|---|---|---|---|---|---|---|
| Intangible assets | 30,236 | 0 | 1,387 | –71 | 3,871 | 27,681 |
| Property, plant and equipment |
71,755 | 0 | 9,377 | –545 | 9,968 | 70,619 |
| Securities | 18,741 | 0 | 31,781 | –1,694 | 0 | 48,828 |
| Investments | 2,652 | 0 | 0 | –2,182 | 0 | 470 |
| Other financial assets | 1,116 | 0 | 525 | –17 | 0 | 1,624 |
| 124,500 | 0 | 43,070 | –4,509 | 13,839 | 149,222 |
The item "Disposals/Other movements" includes negative currency adjustments in the amount of 85 thousand Euro.
| 9/30/2013 thousand Euro |
12/31/2012 thousand Euro |
|
|---|---|---|
| Raw materials | 7,857 | 7,432 |
| Work in process | 31,087 | 27,464 |
| Finished goods | 7,560 | 8,072 |
| Prepayments for inventories | 25 | 0 |
| 46,529 | 42,968 |
As of September 30, 2013, the share capital of Elmos Semiconductor AG consists of 19,658,475 shares. At present, the Company holds 327,697 treasury shares.
As of September 30, 2013, altogether 1,033,831 options from stock option plans are outstanding. The options are attributable to the separate tranches as follows:
| 2009 | 2010 | 2011 | 2012 | Total | |
|---|---|---|---|---|---|
| Year of resolution and issue | 2009 | 2010 | 2011 | 2012 | |
| Exercise price in Euro | 3.68 | 7.49 | 8.027 | 7.42 | |
| Blocking period ex issue (years) | 3 | 4 | 4 | 4 | |
| Exercise period after blocking period (years) | 3 | 3 | 3 | 3 | |
| Options outstanding as of 12/31/2012 (number) | 255,580 | 238,088 | 246,410 | 400,000 | 1,140,078 |
| Exercised 1/1-9/30/2013 (number) | 97,460 | 0 | 0 | 0 | 97,460 |
| Forfeited 1/1-9/30/2013 (number) | 800 | 1,660 | 1,875 | 4,452 | 8,787 |
| Options outstanding as of 9/30/2013 (number) | 157,320 | 236,428 | 244,535 | 395,548 | 1,033,831 |
| Options exercisable as of 9/30/2013 (number) | 157,320 | 0 | 0 | 0 | 157,320 |
The following table lists the book values and fair values of the Group's financial instruments. The fair value of a financial instrument is the price that would be received for the sale of an asset or paid for the transfer of a liability between market participants in a regular business transaction as of the measurement date. In view of varying factors of influence, the presented fair values can only be regarded as indicators of the amounts actually recoverable in the market. Detailed information on the methods and assumptions underlying the determination of the value of financial instruments can be found under note 29 to the 2012 consolidated financial statements. Their relevance to these interim financial statements is undiminished.
| September 30, 2013 | December 31, 2012 | |||
|---|---|---|---|---|
| thousand Euro | Book value | Fair value | Book value | Fair value |
| Financial assets | ||||
| Investments | 470 | 470 | 2,652 | 2,652 |
| Long-term securities | 48,828 | 48,828 | 18,741 | 18,741 |
| Short-term securities | 3,769 | 3,769 | 7,840 | 7,840 |
| Trade receivables | 31,688 | 31,688 | 27,644 | 27,644 |
| Cash and cash equivalents | 19,229 | 19,229 | 55,576 | 55,576 |
| Other financial assets | ||||
| Other receivables and assets | 3,006 | 3,006 | 2,398 | 2,398 |
| Other loans | 2,256 | 2,256 | 2,305 | 2,305 |
| Call option | 54 | 54 | 54 | 54 |
| Earn-out | 587 | 587 | 562 | 562 |
| Financial liabilities | ||||
| Trade payables | 19,855 | 19,855 | 17,755 | 17,755 |
| Liabilities to banks | 37,656 | 38,457 | 42,861 | 44,027 |
| Other financial liabilities | ||||
| Miscellaneous financial liabilities | 203 | 203 | 342 | 342 |
| Put option | 2,242 | 2,242 | 2,242 | 2,242 |
| Hedged derivatives (short-term) | 517 | 517 | 207 | 207 |
| Hedged derivatives (long-term) | 1,201 | 1,201 | 1,719 | 1,719 |
| Fixed-interest forward loans | 0 | 0 | 0 | 6751 |
| FX derivatives | 16 | 16 | 0 | 0 |
| Forward exchange contracts | 162 | 162 | 0 | 0 |
1 Prior-year amount adjusted; the disclosure of fixed-interest forward loans has been included in liabilities to banks as of the beginning of the respective terms
At the end of the reporting period a review is conducted to find out whether reclassifications between valuation hierarchies must be made. The following presentation shows which valuation hierarchies (according to IFRS 13) financial assets and liabilities measured at fair value are classified to.
The Group applies the following hierarchy for the determination and statement of the fair values of financial instruments according to the respective valuation methods:
Stage 1: quoted (unadjusted) prices in active markets for similar assets or liabilities
Stage 2: methods where all input parameters with material effect on the determined fair value can be monitored either directly or indirectly
Stage 3: methods using input parameters that have material effect on the determined fair value and are not based on market data that can be monitored
As of September 30, 2013, the Group held the following financial instruments measured at fair value:
| Securities | Stage 1 thousand Euro |
Stage 2 thousand Euro |
Stage 3 thousand Euro |
|---|---|---|---|
| January 1, 2013 | 23,081 | ||
| Addition securities (long-term) | 27,781 | ||
| Disposal securities (long-term) | –1,694 | ||
| Disposal securities (short-term) | –4,071 | ||
| September 30, 2013 | 45,097 | ||
| Investments | |||
| January 1, 2013 | 2,652 | ||
| Disposal interest in TetraSun Inc. | –2,182 | ||
| September 30, 2013 | 470 | ||
| Hedged derivatives | |||
| January 1, 2013 | –1,926 | ||
| Correction of valuation of hedged derivatives outside profit or loss (short-term and long-term) |
208 | ||
| September 30, 2013 | –1,718 | ||
| Call option | |||
| January 1, 2013 | 54 | ||
| September 30, 2013 | 54 | ||
| Put option | |||
| January 1, 2013 | 2,242 | ||
| September 30, 2013 | 2,242 | ||
| Forward exchange contracts | |||
| January 1, 2013 | 0 | ||
| Addition forward exchange contracts | –162 | ||
| September 30, 2013 | –162 | ||
| FX derivatives | |||
| January 1, 2013 | 0 | ||
| Addition FX derivatives | –16 | ||
| September 30, 2013 | –16 |
The securities reported under hierarchy stage 1 are bonds classified by Elmos as available for sale.
The hedged derivatives allocated to hierarchy stage 2 comprise the Company's interest rate swaps. In addition to that, foreign currency transactions (USD) are reported under this hierarchy stage.
The available-for-sale financial assets reported under hierarchy stage 3 are investments in various companies, among other assets. With this respect, the book value essentially corresponds with the market value. The shares in TetraSun Inc., acquired in previous years, were sold in the first nine months 2013. The call and put options agreed on with a non-controlling shareholder are measured annually at fair value, most recently as of December 31, 2012, in application of the DCF method and in consideration of the terms and conditions of the contract. In the course of the measurement process, the required publicly available market data are collected and the input parameters that cannot be monitored are reviewed on the basis of internally available current information and updated if necessary. Material changes of the input parameters and their respective effects on book values are subject to routine reporting to management.
As reported in the consolidated financial statements for the fiscal year ended December 31, 2012, the Elmos Group maintains business relationships with related companies and individuals in the context of the ordinary course of business.
These supply and performance relationships continue to be transacted at market prices.
Directors' dealings according to Section 15a WpHG (Securities Trading Act)
The following reportable securities transactions (directors' dealings) were made in the reporting period January 1 through September 30, 2013:
| Date Place |
Name | Function | Transaction | Number | Price/Basic price (Euro) |
Total volume (Euro) |
|---|---|---|---|---|---|---|
| 3/19/2013 XETRA |
Dr. Klaus Weyer | Supervisory Board member |
Purchase of Elmos shares |
19,000 | 8.63 | 163,938 |
| 3/21/2013 XETRA |
Dr. Klaus Weyer | Supervisory Board member |
Purchase of Elmos shares |
18,400 | 8.71 | 160,272 |
| 3/22/2013 Off-market |
Reinhard Senf | Management Board member |
Sale of Elmos shares from exercise of stock options |
6,000 | 8.76 | 52,584 |
| 3/22/2013 Off-market |
Ute-Karin Senf | Spouse of a Management Board member |
Sale of Elmos shares from exercise of stock options |
400 | 8.76 | 3,506 |
| 3/22/2013 XETRA |
Dr. Klaus Weyer | Supervisory Board member |
Purchase of Elmos shares |
4,500 | 8.74 | 39,318 |
| 8/12/2013 Off-market |
Sven-Olaf Schellenberg |
Supervisory Board member |
Sale of Elmos shares from exercise of stock options |
1,000 | 9.26 | 9,260 |
| 9/26/2013 Off-market |
Reinhard Senf | Management Board member |
Sale of Elmos shares from exercise of stock options |
6,000 | 9.417 | 56,502 |
6 // Significant events after the end of the first nine months 2013 There have been no reportable significant events or transactions after the end of the third quarter of 2013.
Dortmund, November 6, 2013
Dr. Anton Mindl Nicolaus Graf von Luckner Reinhard Senf Dr. Peter Geiselhart
| 9-months results Q3/20131 | November 6, 2013 |
|---|---|
| Equity Forum in Frankfurt/Main | November 11-13, 2013 |
| Preliminary results 20131 | February 19, 2014 |
|---|---|
| Annual accounts 20131 | March 20, 2014 |
| Annual press conference | March 20, 2014 |
| Analysts' conference (conference call/webcast) | March 20, 2014 |
| 3-months results Q1/20141 | May 6, 2014 |
| Annual General Meeting in Dortmund | May 13, 2014 |
| 6-months results Q2/20141 | August 6, 2014 |
| 9-months results Q3/20141 | November 5, 2014 |
1 The German Securities Trading Act ("Wertpapierhandelsgesetz") obliges issuers to announce immediately any information which may have a substantial price impact, irrespective of the communicated schedules. Therefore we cannot exclude that we have to announce key figures of quarterly and fiscal year results ahead of the dates mentioned above. As we can never rule out changes of dates, we recommend checking them on this website (www.elmos.com). Conference Calls usually take place one day following the publication of quarterly results.
Janina Rosenbaum | Investor Relations Phone + 49 (0) 231 - 75 49 - 287 Fax + 49 (0) 231 - 75 49 - 548 [email protected]
This interim report is released on November 6, 2013 in English and German. Both versions are available for download on the Internet at www.elmos.com.
We are happy to send you additional informative material free of charge on your request.
This report contains statements directed to the future that are based on assumptions and estimates made by the Elmos management. Even though we assume the underlying expectations of our statements to be realistic, we cannot guarantee these expectations will prove right. The assumptions may carry risks and uncertainties, and as a result actual events may differ materially from the current statements made with respect to the future. Among the factors that could cause such differences are changes in economic and business conditions, fluctuations of exchange rates and interest rates, the introduction of competing products, lack of acceptance of new products, and changes in business strategy. Elmos neither intends nor assumes any obligation to update its statements with respect to future events.
This English translation is for convenience purposes only.
Elmos Semiconductor AG Heinrich-Hertz-Straße 1 44227 Dortmund | Germany Phone +49(0)231-75 49 - 0 Fax +49(0)231-75 49 -149 [email protected] | www.elmos.com
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