Interim / Quarterly Report • Aug 31, 2011
Interim / Quarterly Report
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Report of the Board of Directors on the Condensed Consolidated Interim Financial Statements
Condensed Consolidated Interim Financial Statements Condensed Consolidated Income Statement Condensed Consolidated Statement of Comprehensive Income Condensed Consolidated Interim Statement of Financial Position Condensed Consolidated Interim Statement of Cash Flows Condensed Consolidated Interim Statement of Changes in Equity Notes to the Condensed Consolidated Interim Financial Statements
Review Report of the Statutory Auditor
Report of the Board of Directors on the Condensed Consolidated Interim Financial Statements
At the Option group (the "Group" or "Option") level, a number of significant events took place and were communicated via press releases on Option NV's – hereinafter referred to as the "Company" website. Below you will find a summary of the most significant non-financial highlights during the first six months of the financial year 2011:
In the first half year of 2011, to support its current market strategy, the Group has further aligned its organization more with its target markets and product segments. This alignment exercise implemented in 2011 has resulted in the Group being organized in business units each one focussed on one of the Group's core activities:
Given the overall size of the Group and the diversified activity it deploys, the engineering and manufacturing resources continue to work in a matrix structure, i.e. they constitute an engineering and manufacturing support pool working on the projects that are driven by the different business units. The business unit organization allows the Group to increase the organization's focus on the new market segments that each one of them are addressing.
In the first half year of 2011, the Group announced that it has extended its software license agreement with Huawei Technologies and therefore received payments of EUR 11 million in January and EUR 22 million in March. This last transaction was the final extension under the current license agreement. The related revenues (EUR 33 million) will be recognized in the income statement in the period November 2011 until October 2012.
After balance sheet date, the Group announced the acquisition of the Connected Consumer Electronics asset of MobiWire. These assets include Surface UXTM software, related IP, and a core team of user experience experts. Surface UXTM is an Android user interface (UI) overlay for smartphones and tablets that provides simplified access to aggregated cloud-based content and services. The acquisition, for an amount of EUR 220 thousand, is a further step in Option's transition from supplier of commoditized products to wireless solutions combining software, services, hardware while improving end-user convenience and user experience.
As part of this agreement, Jerome Nadel joined Option as Chief Experience Officer. He has formerly held executive user experience and marketing positions at IBM, Unisys, Human Factors International, Gemplus, and most recently MobiWire. The team of user experienced experts will be based in Paris and the Company will operate under the name of "Option France SAS" (Société Anonyme Simplifiée) which was established.
In addition, the Group announced the following events during the first half year 2011:
much more. The VIU² is the only plug & play stand-alone security solution that can stream live video and audio from anywhere to any device that has a connection to the Internet, making it unique in its kind.
Other than the events mentioned before, no other significant events have occurred during the first six months of the financial year that have a material financial impact on the condensed consolidated interim financial statements.
With respect to the main risks and uncertainties which the Group is likely to face during the remaining months of the financial year 2011, reference is made to the risk factors and uncertainties as described in detail in the Annual Report 2010 which continue to be actual.
In addition hereto, we would like to specifically emphasize the following risks and uncertainties for the remaining months of the current financial year:
The Company will continue its efforts to secure additional liquidity in order to strengthen the Company's working capital position. In that respect the Company is in constant discussions with ING and Dexia, its current lending banks. The existing credit lines from ING and Dexia have a number of covenants. However, because of the incurred losses the Groups net equity has fallen below the threshold and thus the Group is at present in breach of the equity and solvency covenant. The banks have granted waivers for this breach for the first half year 2011. The Company is currently discussing a possible temporary waiver or other solution for this covenant breach with ING and Dexia, however there is no assurance that ING and Dexia will continue to grant such a waiver.
During the first six months of the financial year 2011 no transactions have taken place between the Company (including its related companies) and members of the Board of Directors that triggered the application of the conflict of interests procedure prescribed by the Belgian Company Code (Article 523 of the Belgian Company Code).
In line with the decision taken by the Board of Directors in previous years, the Company reports on the professional fees charged by the US based law firm Brown Rudnick LLP, since Mr. Lawrence Levy who joined the Board of Directors of the Company early 2006 is one of the Senior Counsels of this law firm. As previously agreed, Mr. Lawrence Levy does not directly work on Company related matters in his capacity of Senior Counsel of Brown Rudnick LLP. In order to avoid any ambiguity the Board of Directors decided in 2006 to report every six months on the fees that were paid to Brown Rudnick LLP during the financial year. During the first six months of the financial year 2011, no fees were paid to Brown Rudnick LLP. At the end of 2010 Mr. Lawrence Levy retired from Brown Rudnick LLP and has no commercial ties with the law firm anymore.
Except as outlined above, no changes have occurred in the related party transactions described in the last annual report that could have a material impact on the financial situation or performance of the Company in the first six months of the financial year 2011.
Management states that, to the best of their knowledge:
a) the condensed set of financial statements, prepared in accordance with the applicable accounting standards, gives a true and fair view of the assets, liabilities, financial position and result of the Company and its affiliates.
b) the interim Report of the Board of Directors provides a fair overview of the major events and the major transactions with related parties that took place during the first six months of the financial year and their respective impact on the condensed financial statements, as well as a description of the main risks and uncertainties for the remaining months of the financial year.
| For the period ended 30 June | Notes | 6 months | 6 months |
|---|---|---|---|
| Thousands EUR (except per share figures) | 30/06/2011 | 30/06/2010 | |
| Revenues | 25 834 | 30 873 | |
| Product Revenue | 11 569 | 30 668 | |
| Software and License Revenue | 14 265 | 205 | |
| Cost of products sold | (11 735) | (25 182) | |
| Gross profit | 14 099 | 5 691 | |
| Gross margin/Total revenues % | 54.6% | 18.4% | |
| Research and development expenses | 4 | (6 726) | (16 692) |
| Sales, marketing and royalties expenses | (5 390) | (3 666) | |
| General and administrative expenses | (5 436) | (6 380) | |
| Total operating expenses | (17 552) | (26 738) | |
| Profit / (loss) from operations (EBIT) | (3 453) | (21 047) | |
| EBIT/Total revenues % | (13.4%) | (68.2%) | |
| Depreciation, amortization and impairment losses | 4 574 | 14 536 | |
| EBITDA | 1 121 | (6 511) | |
| EBITDA/Total revenues % | 4.3% | (21.1%) | |
| Exchange gain/(loss) | 5 | 83 | (677) |
| Interest income/(expense) and other financial income/(expense) | 404 | (213) | |
| Finance result | 487 | (890) | |
| Profit / (loss) before income taxes | (2 966) | (21 937) | |
| Tax income / (expense) | 6 | 93 | 1 428 |
| Net profit / (loss) | (2 873) | (20 509) | |
| Weighted average number of ordinary shares | 82 498 592 | 82 498 592 | |
| Diluted average number of ordinary shares | 82 498 592 | 82 498 592 | |
| Earnings / (loss) per share (in EUR) | (0.03) | (0.25) | |
| Diluted earnings / (loss) per share (in EUR) | (0.03) | (0.25) |
| For the period ended 30 June Thousands EUR (except per share figures) |
Notes | 6 months 30/06/2011 |
6 months 30/06/2010 |
|---|---|---|---|
| Profit / (Loss) for the period | (2 873) | (20 509) | |
| Other comprehensive income | |||
| Exchange difference arising on translation on foreign operations | (126) | 810 | |
| Other comprehensive income for the period (net of tax) | (126) | 810 | |
| Total comprehensive income for the period attributable to the owners of the parent |
(2 999) | (19 699) |
| Thousands EUR | Notes | At 30 June 2011 |
At 31 Dec 2010 |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 7 | 41 299 | 30 930 |
| Trade and other receivables | 8 | 2 713 | 7 277 |
| Income tax receivable | 20 | 47 | |
| Inventories | 9 | 8 915 | 12 425 |
| 52 947 | 50 679 | ||
| Non-current assets | |||
| Property, plant and equipment | 3 013 | 4 510 | |
| Intangible assets | 10 | 8 869 | 8 596 |
| Deferred tax assets | 11 | - | - |
| Other non current assets | 37 | 48 | |
| 11 919 | 13 155 | ||
| Total assets | 64 866 | 63 834 | |
| EQUITY AND LIABILITIES | |||
| Current liabilities | |||
| Trade and other payables | 12 | 19 143 | 30 136 |
| Deferred revenue | 13 | 41 705 | 22 670 |
| Income tax payable | 42 | 95 | |
| Other financial liabilities | 14 | 1 271 | 4 770 |
| Provisions (current) | 1 615 | 2 097 | |
| 63 776 | 59 768 | ||
| Non-current liabilities | |||
| Deferred tax liabilities | - | 20 | |
| - | 20 | ||
| Equity | |||
| Issued capital | 12 232 | 12 232 | |
| Share premium | 57 961 | 57 961 | |
| Reserves | (259) | (176) | |
| Retained earnings | (68 844) | (65 971) | |
| Shareholders' equity | 1 090 | 4 046 | |
| Total liabilities and shareholders' equity | 64 866 | 63 834 | |
| Thousands EUR | ||
|---|---|---|
| For the period ended | 30 June 2011 | 30 June 2010 |
| OPERATING ACTIVITIES | ||
| Net profit / (loss) (A) | (2 873) | (20 509) |
| Depreciation and amortization | 4 574 | 8 401 |
| (Reversal of) write-offs non cur. & current assets | (789) | (1 726) |
| Impairment losses on intangible assets | - | 6 135 |
| Increase/(decrease) in provisions | (275) | (30) |
| Loss/(gain) on sale of property & plant and equipment | (16) | (48) |
| Loss/(gain) on sale of intangible assets | - | 14 |
| Unrealized Foreign exchange losses/(gains) | (125) | 163 |
| Interest income | (225) | (12) |
| Interest expense | 127 | 177 |
| Equity settled share based payment expense | 43 | 118 |
| Tax benefit | (93) | (1 428) |
| Total (B) | 3 221 | 11 764 |
| Cash flow from operating activities before changes in | 348 | (8 746) |
| working capital (C)=(A)+(B) | ||
| Decrease/(increase) in trade and other receivables | 6 545 | 571 |
| Decrease/(increase) in inventories | 2 573 | 3 551 |
| Increase/(decrease) in trade and other payables | 8 173 | (6 213) |
| Use in provisions | (207) | (4 268) |
| Total changes in working capital (D) | 17 084 | (6 359) |
| Cash generated from / (used in) operations (E)=(C)+(D) | 17 432 | (15 105) |
| Interests (paid) (F) | (339) | (209) |
| Interests received (G) | 140 | 40 |
| Income tax (paid)/received (H) | (8) | 31 |
| CASH FLOW FROM OPERATING ACTIVITIES | ||
| (I)=(E)+(F)+(G)+(H) | 17 225 | (15 244) |
| INVESTING ACTIVITIES | ||
| Proceeds from sale of plant & equipment | 32 | 362 |
| Acquisition of property, plant and equipment | (59) | (33) |
| Acquisition of intangible assets | (8) | (50) |
| Development expenditures | (3 299) | (4 544) |
| CASH FLOW USED IN INVESTING ACTIVITIES (J) | (3 334) | (4 265) |
| FINANCING ACTIVITIES | ||
| Repayment of borrowings | (3 500) | (1 661) |
| Payment of finance lease liabilities | - | (23) |
| Cash restricted in use | - | (2 092) |
| CASH FLOW (USED IN) / FROM FINANCING ACTIVITIES (K) |
(3 500) | (3 776) |
| Net increase/ (decrease) in cash and cash equivalents | 10 391 | (23 285) |
| (I)+(J)+(K) | ||
| Cash and cash equivalents at beginning of period | 30 930 | 30 665 |
| Effect of exchange rate fluctuations on cash held | (22) | 273 |
| Cash and cash equivalents at end of period | 41 299 | 7 653 |
| Difference | 0 | 0 |
| Foreign | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share- based | currency | Share | Retained | |||||
| Note | Issued | Share | payment | translation | Issue | earnings / | ||
| Thousands EUR | capital | premium | reserve | reserves | costs | (losses) | Total | |
| As per 31 December 2009 | 12 232 | 57 961 | 1 176 | (399) | (1 698) | (4 933) | 64 339 | |
| Net result Other comprehensive loss for the |
- | - | - | - | - | (20 509) | (20 509) | |
| year, net of income tax | - | - | - | 810 | - | - | 810 | |
| Total comprehensive loss for the year | - | - | 810 | - | (20 509) | (19 699) | ||
| Share based payments | 15 | - | - | 118 | - | - | - | 118 |
| As per 30 June 2010 | 12 232 | 57 961 | 1 294 | 411 | (1 698) | (25 442) | 44 758 | |
| As per 31 December 2010 | 12 232 | 57 961 | 1 376 | 83 | (1 635) | (65 971) | 4 046 | |
| Net result Other comprehensive income for the |
- | - | - | - | - | (2 873) | (2 873) | |
| year, net of income tax | - | - | - | (126) | - | - | (126) | |
| Total comprehensive loss for the year | - | - | - | (126) | - | (2 873) | (2 999) | |
| Share based payments | 15 | - | - | 43 | - | - | - | 43 |
| As per 30 June 2011 | 12 232 | 57 961 | 1 419 | (43) | (1 635) | (68 844) | 1 090 |
Option (EURONEXT Brussels OPTI, OTC: OPNVY), the wireless technology company, is a leading innovator in the design, development and manufacture of 3G HSUPA, HSDPA, UMTS, EDGE, and WLAN technology products for wireless connectivity solutions. Option is headquartered in Leuven, Belgium. The company also has Research & Development in Belgium (Leuven), Germany (Augsburg) and an ISO 9001 production engineering and logistics facility in Ireland (Cork). Option maintains offices in Europe, US, Greater China and Japan.
The accompanying Condensed Consolidated Interim Financial Statements (the "Interim Financial Statements") have been subject to a limited review. In the opinion of management, these Condensed Interim Financial Statements include all adjustments which are necessary to present fairly the financial position and the results of operations for the interim periods. Results for the six months ended June 30, 2011 are not necessarily indicative of future results.
The Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the EU. They do not include all of the information required for full annual financial statements and should be read in conjunction with the Group's consolidated financial statements as of and for the year ended December 31, 2010.
The same accounting policies, presentation and methods of computation are followed in these Condensed Consolidated Interim Financial Statements as were applied in the preparation of the Group's financial statements for the year ended 31 December 2010.
The Group has adopted IFRS 8 "Operating Segments" with effect from 1 January 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the management of the Group in order to allocate resources to the segments and to assess their performance. In the first half year of 2011, to support its current market strategy, the Group has further aligned its organization more with its target markets and product segments into business units. Therefore the Group changed its internal reports and thus, segment information.
The primary segment reporting format is determined to be the business segment; each segment is a distinguishable component of the Group that is engaged in either providing products or services:
| Revenues from external | Segment result | |||
|---|---|---|---|---|
| customers | ||||
| 30 June 2011 | 30 June 2010 | 30 June 2011 | 30 June 2010 | |
| Devices & Solutions | 9 039 | 25 271 | (4 861) | (5 657) |
| Embedded & Solutions | 2 428 | 4 707 | (1 358) | (4 795) |
| Licenses | 13 454 | 205 | 13 310 | 205 |
| Other | 913 | 691 | (2 013) | (806) |
| Totals | 25 834 | 30 873 | 5 078 | (11 053) |
| Unallocated Operating Expenses | (8 531) | (9 994) | ||
| Finance (costs) / income | 487 | (890) | ||
| Income taxes / (expenses) | 93 | 1 428 | ||
| Net result | (2 873) | (20 509) |
The segment result represents the result for each segment including the operating expenses which could be allocated to the business segment, The operating expenses which can be allocated are mainly amortizations, royalty expenses and staff related expenses, dedicated to the business segment. The remaining operating expenses, mainly including the general and administrative, depreciations and staff related expenses not dedicated to a specific segment, have been reported under the "unallocated operating expenses". The segment results for the first half year 2010 have been restated in order to be comparable to the half year 2011 segment results.
| Thousands EUR | Depreciation on property and equipment |
Amortization loss on Impairment loss on intangible assets intangible assets |
Total | |||||
|---|---|---|---|---|---|---|---|---|
| Period ended June 30 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 |
| Cost of products sold |
65 | 176 | - | - | - | - | 65 | 176 |
| Research and development expenses |
1 232 | 1 918 | 2 950 | 5 815 | - | 6 135 | 4 182 | 13 868 |
| Sales, marketing and royalties expenses |
29 | 45 | 30 | 32 | - | - | 59 | 77 |
| General and administrative expenses |
215 | 327 | 53 | 88 | - | - | 268 | 415 |
| Total | 1 541 | 2 466 | 3 033 | 5 935 | - | 6 135 | 4 574 | 14 536 |
¾ Depreciation and amortization are included in the following line items in the income statement:
During half year 2011, the Group reviewed the existing capitalized development projects but have not led to impairments on intangible assets (half year 2010: EUR 6 135).
| Thousands EUR Period ended June 30 |
2011 | 2010 |
|---|---|---|
| Cost of products sold | 206 | 473 |
| Research and development expenses | 3 049 | 3 851 |
| Sales, marketing and royalties expenses | 2 671 | 2 630 |
| General and administrative expenses | 2 156 | 2 113 |
| Total | 8 082 | 9 067 |
| Average number of full time equivalents | 191 | 248 |
¾ Payroll and related benefits are included in the following line items in the income statement:
As a result of the restructuring, initiated in the last quarter of 2009 and partly executed in 2010, the decrease in number of average full time equivalents of the Group in the first six months of 2011 represents 23% compared to the same period in 2010.
The financial result of the first half year, compared to the same period in 2010, can be presented as follows:
| Thousands EUR 6 months period ended June 30 |
2011 | 2010 |
|---|---|---|
| Interest Income | 421 | 12 |
| Interest Expense | (69) | (246) |
| Net foreign exchange gains (losses) | 83 | (678) |
| Change in fair value of the existing derivative financial instruments | - | - |
| Other financial income & (expenses) | 52 | 22 |
| Net financial result | 487 | (890) |
During the first half year of 2011, the Group obtained a positive financial result, mainly due to the volatility of the USD compared to the EUR.
Tax income (expenses) includes:
| Thousands EUR 6 months period ended June 30 |
2011 | 2010 |
|---|---|---|
| Current tax income (expense) | (6) | (140) |
| Deferred tax income (expense) | 99 | 1 568 |
| Total tax income (expense) | 93 | 1 428 |
During the first half year 2010 a deferred tax income was recorded resulting from changes in the timing differences between the taxable basis and IFRS basis of capitalized development expenses. At year end of the financial year 2010, following the IFRS guidance related to deferred tax assets, the Group has determined that it is prudent to reverse the deferred tax asset in full. Therefore, in the first half year 2011 no deferred tax income has been recorded.
Cash and cash equivalents at year end 2010 includes EUR 4.7 million which has been used from existing credit facilities. In the first half year 2011 the Group did not make use in full of its existing credit and paid back EUR 3.5 million. As well during the first half year 2011, the Group announced that an additional amount of 33 million Euro has been received (EUR 11 million in January 2011 and EUR 22 million in March 2011) which relates to the extensions of the software license agreement entered into with Huawei. The amount received in March 2011 was the final extension under the current license agreement.
| Thousands EUR | 2011 | 2010 |
|---|---|---|
| Trade receivables | 2 296 | 7 424 |
| Allowance for doubtful accounts | (600) | (703) |
| Subtotal | 1 696 | 6 721 |
| Recoverable VAT | 577 | 509 |
| Other receivables | 440 | 47 |
| Subtotal | 1 017 | 556 |
| 2 713 | 7 277 |
Inventories decreased by EUR 3.5 million compared to December 31, 2010, as a combination of lower inventory levels of components, finished goods and work in progress.
The minor increase in intangible assets of EUR 273 thousand is primarily explained by the development costs which have been capitalized for an amount of EUR 3.3 million and the amortization which was charged on capitalized development of EUR 3 million.
At year end of the financial year 2010, following the IFRS guidance related to deferred tax assets, the Group has determined that it is prudent to reverse the deferred tax asset in full. Therefore, in the first half year 2011 no deferred tax income has been recorded. Although the deferred tax asset is not recorded on the balance sheet of the Group, the use of those tax losses are still valid and unlimited in time, except for the part which relates to the notional interest deduction, which is limited to a 7 year period.
| Thousands EUR | ||
|---|---|---|
| 2011 | 2010 | |
| Trade payables | 16 467 | 26 118 |
| Salaries, tax and payroll related liabilities | 1 651 | 1 370 |
| Other payables and accrued expenses | 1 025 | 2 648 |
| 19 143 | 30 136 |
| Thousands EUR | ||
|---|---|---|
| 2011 | 2010 | |
| Deferred revenue | 41 705 | 22 670 |
The deferred revenues at year end 2010 were mainly the result of the software license agreement closed with Huawei Technologies in October 2010, of which an amount of EUR 27 million was prepaid and covering a 12 month period. In addition, the Group announced that an additional amount of 33 million Euro has been received (EUR 11 million in January 2011 and EUR 22 million in March 2011) which relates to the extensions of the software license agreement entered into with Huawei. Both transactions were included as deferred revenue, since they cover the period from November 2011 to October 2012 and are reported in the working capital movements in the cash flow statement.
| Thousands EUR | ||
|---|---|---|
| 2011 | 2010 | |
| Credit facility ING | 763 | 3 390 |
| Credit facility Dexia | 508 | 1 380 |
| 1 271 | 4 770 |
Per year end 2010 an amount of EUR 4.7 million has been drawn from the existing credit lines. During the first half year 2011, the Group had lowered the amounts borrowed to EUR 1.2 million.
| Thousands EUR | ||
|---|---|---|
| 2011 | 2010 | |
| Share based payment reserve | 1 419 | 1 376 |
On 26 August 2008 the Shareholders' meeting approved the issuance of 2 500 000 warrants "V".
The following reconciles the outstanding share options granted under the share option plan at the beginning of the financial year and the end of the half year 2011.
| Number of Warrants "V" | 2011 |
|---|---|
| Balance at the beginning of the financial year | 1 368 716 |
| Accepted during the first half year 2011 | - |
| Forfeited during the first half year 2011 | (143 960) |
| Exercised during the first half year 2011 | - |
| Balance at the end of the first half year 2011 | 1 224 756 |
The share based payment expense of the granted Warrants "V" was calculated at EUR 42 thousand for the first half year 2011.
After balance sheet date, the Group announced the acquisition of the Connected Consumer Electronics asset of MobiWire. These assets include Surface UXTM software, related IP, and a core team of user experience experts. Surface UXTM is an Android user interface (UI) overlay for smartphones and tablets that provides simplified access to aggregated cloud-based content and services.
As part of this agreement, Jerome Nadel joined Option as Chief Experience Officer. He has formerly held executive user experience and marketing positions at IBM, Unisys, Human Factors International, Gemplus, and most recently MobiWire.
The team of user experienced experts will be based in Paris and the Company will operate under the name of "Option SAS" (Société Anonyme Simplifier) which is being established.
The status of the contingencies and commitments is not significantly different from their status as disclosed in the 2010 financial statements.
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