Annual / Quarterly Financial Statement • Jul 24, 2025
Annual / Quarterly Financial Statement
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DUIVEN, THE NETHERLANDS
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2025
| Report of the Board of Management | 4 |
|---|---|
| Interim Consolidated Statement of Financial Position | 8 |
| Interim Consolidated Statement of Operations | 9 |
| Interim Consolidated Statement of Comprehensive Income | 9 |
| Interim Consolidated Statement of Changes in Equity | 10 |
| Interim Consolidated Statement of Cash Flows | 11 |
| Notes to the Interim Consolidated Financial Statements | 12 |
This report contains statements about management's future expectations, plans and prospects of our business that constitute forward-looking statements, which are found in various places throughout this report, including, but not limited to, statements relating to expectations of orders, net sales, product shipments, expenses, timing of purchases of assembly equipment by customers, gross margins, operating results and capital expenditures. The use of words such as "anticipate", "estimate", "expect", "can", "intend", "believes", "may", "plan", "predict", "project", "forecast", "will", "would", and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The financial guidance set forth under the heading Performance and Outlook in the Report of the Board of Management contains such forward-looking statements. While these forward-looking statements represent our judgments and expectations concerning the development of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from those contained in forward-looking statements, including any inability to maintain continued demand for our products; failure of anticipated orders to materialize or postponement or cancellation of orders, generally without charges; the volatility in the demand for semiconductors and our products and services; the extent and duration of the COVID-19 and other global pandemics and the associated adverse impacts on the global economy, financial markets, global supply chains and our operations as well as those of our customers and suppliers; failure to develop new and enhanced products and introduce them at competitive price levels; failure to adequately decrease costs and expenses as revenues decline; loss of significant customers, including through industry consolidation or the emergence of industry alliances; lengthening of the sales cycle; acts of terrorism and violence; disruption or failure of our information technology systems; consolidation activity and industry alliances in the semiconductor industry that may result in further increased customer concentration, inability to forecast demand and inventory levels for our products; the integrity of product pricing and protection of our intellectual property in foreign jurisdictions; risks, such as changes in trade regulations, conflict minerals regulations, currency fluctuations, political instability and war, associated with substantial foreign customers, suppliers and foreign manufacturing operations, particularly to the extent occurring in the Asia Pacific region where we have a substantial portion of our production facilities; potential instability in foreign capital markets; the risk of failure to successfully manage our diverse operations; any inability to attract and retain skilled personnel, including as a result of restrictions on immigration, travel or the availability of visas for skilled technology workers.
In addition, the United States and other countries have recently levied tariffs and taxes on certain goods and could significantly increase or impose new tariffs on a broad array of goods. They have imposed, and may continue to impose, new trade restrictions and export regulations. Increased or new tariffs and additional taxes, including any retaliatory measures, trade restrictions and export regulations, could negatively impact end-user demand and customer investment in semiconductor equipment, increase Besi's supply chain complexity and manufacturing costs, decrease margins, reduce the competitiveness of our products or restrict our ability to sell products, provide services or purchase necessary equipment and supplies. Any or all of the foregoing factor could have a material and adverse effect on our business, results of operations or financial condition. In addition, investors should consider those additional risk factors set forth in Besi's annual report for the year ended December 31, 2024 and other key factors that could adversely affect our businesses and financial performance contained in our filings and reports, including our statutory consolidated statements. We expressly disclaim any obligation to update or alter our forward-looking statements whether as a result of new information, future events or otherwise.

This report contains the semi-annual financial report of BE Semiconductor Industries N.V. ("Besi" or "the Company"), a company which was incorporated in the Netherlands in May 1995 as the holding company for a worldwide business engaged in one line of business, the development, manufacturing, marketing, sales and service of semiconductor assembly equipment for the global semiconductor and electronics industries. We are a global company with headquarters at Ratio 6, 6921 RW Duiven, the Netherlands. We operate eight facilities in Asia and Europe for production and development activities as well as thirteen sales and service offices across Europe, Asia and North America.
The interim financial report for the six months ended June 30, 2025 consists of the interim consolidated financial statements, the report of the Board of Management and responsibility statement by the Company's Board of Management. The information in this Interim Financial Report is unaudited.
The Board of Management of the Company hereby declares that to the best of their knowledge, the Consolidated Interim Financial Statements are prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole, and the Report of the Board of Management gives a fair review of the information required pursuant to section 5:25d(8)/(9) of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).
Besi reported Q2-25 revenue, operating income and net income of € 148.1 million, € 43.5 million and € 32.1 million, respectively. Revenue and operating results were at the midpoint of prior guidance in a mainstream assembly equipment market still affected by soft demand for mobile and automotive applications. Market development in Q2- 25 was also affected by increased customer caution due to global trade tensions. Q2-25 revenue and operating income grew sequentially by 2.8% and 10.7%, respectively, as we saw an increase in shipments to Asian subcontractors for AI-related datacenter applications combined with a 4.3% decrease in sequential operating expenses. Orders for the quarter decreased 3.0% versus Q1-25 as weakness in mainstream computing and mobile applications was partially offset by new orders for Besi's TCB Next system.
For the first half year, revenue of € 292.2 million decreased 1.8% versus H1-24 reflecting broader assembly market trends as weakness in mobile and, to a lesser extent, automotive end markets was significantly offset by growth in hybrid bonding revenue which more than doubled versus H1-24. Orders decreased by 17.0% due to the timing of customer orders for hybrid bonding systems and a lack of new product introductions in high-end smartphones. H1- 25 operating and net income decreased by 8.0% and 16.2%, respectively, versus H1-24 primarily due to lower revenue and a 2.7-point reduction in gross margin from a less favorable product mix, adverse net forex effects from the decline of the USD versus the euro and increased interest expense related to Besi's Senior Note issuance in July 2024. Liquidity remained strong with cash and deposits of € 490.2 million at June 30, 2025 increasing by 90.6% versus June 30, 2024 due to the Senior Notes offering in July 2024.
We believe the outlook for Besi's business in H2-25 has improved in recent weeks based on customer feedback and order trends subsequent to quarter end. Expanded capex budgets for AI infrastructure have been confirmed by each of the leading industry players in recent quarters with new use cases emerging in cloud and edge computing along with co-packaged optics. Advanced packaging is one of the key ways to achieve AI system differentiation, develop innovative consumer edge AI devices and provide the most energy-efficient data center performance. Advanced packaging demand for AI applications remains strong given new device introductions expected in 2026- 2028. We believe we are well positioned in the fastest-growing advanced packaging market segments including data centers, photonics, AI-enhanced PCs and mobile devices and EVs/autonomous driving.
As such, orders for our hybrid bonding systems are expected to increase significantly in H2-25 versus both H1-25 and H2-24 in both advanced logic and HBM4 memory applications as customers advance their technology roadmaps for new product introductions in 2026 and 2027. Customer interest in our TCB Next system for both memory and logic applications has also expanded significantly. TCB Next cycle times have improved with shipments anticipated in Q4-25 from orders received in Q2-25. We also anticipate increased orders for 2.5D advanced packaging systems for AI-related datacenter applications from both global IDMs and Asian subcontractors. In addition, there are early signs of a recovery in our mainstream assembly markets principally related to increased demand by Asian subcontractors for high-end mobile applications and high-performance computing applications for consumer markets.
For Q3-25, we anticipate that revenue will decline by approximately 5-15% versus Q2-25. However, orders for Q3- 25 are expected to increase significantly on a sequential basis due to increased demand for hybrid bonding and 2.5D advanced packaging applications. Besi's gross margin is anticipated to decline to a range of 60-62% in Q3- 25 due to the adverse impact of a 12.8% decline in the value of the USD versus the euro in the first half of 2025. Operating expenses in Q3-25 are expected to be flat plus or minus 5% versus Q2-25 despite increased R&D spending.
As a result of the conflict in the Ukraine, many countries have imposed, and may continue to impose, new sanctions on specified Russian entities and individuals. The direct impact to the Company in the first half of 2025 was negligible from a revenue and sourcing perspective as Besi has no presence in Russia, Ukraine or Belarus. However, the conflict and its direct and indirect consequences have and may continue to exert a drag on the global economy through inflation via energy and commodity prices. The Company implemented price increases on its systems to help compensate for inflationary cost pressures.
The ongoing conflict between Israel and Hamas has had no direct impact on our Company in the first half of 2025, as we do not maintain a presence in that specific region.
In view of recent geopolitical developments, Besi has made the following analysis of their potential impact.
The geopolitical risk factor from our 2024 Annual Report – "Trade, political and economic frictions could adversely affect Besi's revenue and results of operations." – remains relevant, and we continuously monitor developments.
In addition, regarding tariffs imposed by the US and others in the last 6 months:
The ultimate rate, scope and effect of US tariffs on imports, or the extent to which other countries will impose quotas, duties, tariffs, taxes or other similar restrictions upon imports or exports in the future, and future trade policy or the terms of any renegotiated trade agreements and their impact on our business remains uncertain.
Recent developments reflect broader trend towards increased regionalization (China versus US versus Europe), potentially impacting our supply chains, customer relationships, and R&D/IP organization. We continue to monitor and address these developments.
In our Annual Report 2024, we have extensively described certain risk categories and risk factors, which could have a material adverse effect on our financial position and results. The Company believes that the risks identified for the first half of 2025 are in line with the risks that Besi presented in its Annual Report 2024.
Demand for semiconductor devices and expenditures for the equipment required to assemble semiconductors is highly cyclical, depending in large part on levels of demand worldwide for smartphones, tablets and other personal productivity devices, computing and peripheral equipment and automotive and industrial components, as well as the production capacity of global semiconductor manufacturers. Furthermore, a rise or fall in the level of sales of semiconductor equipment typically lags any downturn or recovery in the semiconductor market by approximately three to six months due to the lead times associated with the production of semiconductor equipment.
Based on its June 30, 2025 order backlog and feedback from customers, Besi forecasts for Q3-25 that:
Duiven, July 24, 2025
Richard W. Blickman President & CEO
| (€ thousands) | June 30, 2025 | December 31, 2024 |
|---|---|---|
| (unaudited) | (audited) | |
| Assets | ||
| Cash and cash equivalents | 330,170 | 342,319 |
| Deposits | 160,000 | 330,000 |
| Trade receivables | 178,615 | 181,862 |
| Inventories | 96,977 | 103,285 |
| Income tax receivable | 9,859 | 8,594 |
| Other receivables | 37,096 | 27,741 |
| Prepayments | 6,866 | 4,592 |
| Total current assets | 819,583 | 998,393 |
| Property, plant and equipment | 51,089 | 44,773 |
| Right of use assets | 13,799 | 15,726 |
| Goodwill | 44,857 | 46,010 |
| Other intangible assets | 103,933 | 96,677 |
| Investment property Deferred tax assets |
5,206 | - |
| Other non-current assets | 27,494 1,303 |
31,567 1,330 |
| Total non-current assets | 247,681 | 236,083 |
| Total assets | 1,067,264 | 1,234,476 |
| Liabilities and equity | ||
| Bank overdraft | - | 776 |
| Current portion of long-term debt | - | 2,042 |
| Trade payables | 47,458 | 52,630 |
| Income tax payable | 7,230 | 21,393 |
| Provisions | 7,567 | 5,681 |
| Lease liabilities | 3,452 | 3,888 |
| Other payables | 44,875 | 57,635 |
| Other current liabilities | 32,406 | 22,934 |
| Total current liabilities | 142,988 | 166,979 |
| Long-term debt | 526,184 | 525,653 |
| Lease liabilities | 10,873 | 12,350 |
| Deferred tax liabilities | 10,523 | 10,320 |
| Provisions | 13,162 | 14,355 |
| Other non-current liabilities | 6,753 | 3,555 |
| Total non-current liabilities | 567,495 | 566,233 |
| Share capital | 811 | 811 |
| Share premium | 149,539 | 181,433 |
| Retained earnings Other reserves |
51,697 154,734 |
169,998 149,022 |
| Total equity | 356,781 | 501,264 |
| Total liabilities and equity | 1,067,264 | 1,234,476 |
| (€ thousands, except share and per share data) | For the six months ended June 30, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| (unaudited) | (unaudited) | ||
| Revenue | 292,246 | 297,490 | |
| Cost of sales | 106,833 | 100,951 | |
| Gross profit | 185,413 | 196,539 | |
| Selling, general and administrative expenses | 63,587 | 70,155 | |
| Research and development expenses | 39,073 | 36,422 | |
| Total operating expenses | 102,660 | 106,577 | |
| Operating income | 82,753 | 89,962 | |
| Financial income | 8,419 | 7,017 | |
| Financial expense | (17,071) | (8,651) | |
| Financial income (expense), net | (8,652) | (1,634) | |
| Income before taxes | 74,101 | 88,328 | |
| Income tax expense | 10,545 | 12,404 | |
| Net income | 63,556 | 75,924 | |
| Net income per share | |||
| Basic | 0.80 | 0.97 | |
| Diluted 1 | 0.80 | 0.97 | |
| Weighted average number of shares used to compute income per share |
|||
| Basic | 79,206,267 | 78,231,430 | |
| Diluted | 81,405,308 | 82,023,808 |
1 The calculation of the diluted income per share for the six months ended June 30, 2025 and 2024 assumes the exercise of the equitysettled share-based payments. The calculation also assumes the conversion of all Convertible Notes outstanding, as such conversion would have a dilutive effect.
| (€ thousands) | For the six months ended June 30, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| (unaudited) | (unaudited) | ||
| Net income | 63,556 | 75,924 | |
| Other comprehensive income (will be reclassified subsequently to profit and loss when specific conditions are met): Currency translation differences Actuarial gain, net of income tax Unrealized hedging results, net of income tax |
(8,866) 799 6,813 |
(4,545) 1,479 (4,740) |
|
| Other comprehensive income for the period, net of income tax |
(1,254) | (7,806) | |
| Total comprehensive income | 62,302 | 68,118 |
| (€ in thousands, except share data) | Number of Ordinary Shares outstanding1 |
Share capital |
Share premium |
Retained earnings |
Other reserves |
Total equity |
|---|---|---|---|---|---|---|
| Balance at January 1, 2025 | 81,146,738 | 811 | 181,433 | 169,998 | 149,022 | 501,264 |
| Currency translation differences | - | - | - | - | (8,866) | (8,866) |
| Actuarial gain Unrealized hedging results |
- - |
- - |
- - |
- - |
799 6,813 |
799 6,813 |
| Other comprehensive income | - | - | - | - | (1,254) | (1,254) |
| Net income | - | - | - | 63,556 | - | 63,556 |
| Total comprehensive income for the period |
- | - | - | 63,556 | (1,254) | 62,302 |
| Dividends paid to owners of the | ||||||
| Company Convertible Notes converted into |
- | - | - | (172,811) | - | (172,811) |
| equity | - | - | 1,835 | - | - | 1,835 |
| Changes in legal reserve Equity-settled share-based payments |
- - |
- - |
- 9,056 |
(6,966) - |
6,966 - |
- 9,056 |
| Purchase of treasury shares | - | - | (42,785) | (2,080) | - | (44,865) |
| Balance at June 30, 2025 | ||||||
| (unaudited) | 81,146,738 | 811 | 149,539 | 51,697 | 154,734 | 356,781 |
| Balance at January 1, 2024 | 81,146,738 | 811 | 108,144 | 162,779 | 149,679 | 421,413 |
| Currency translation differences | - | - | - | - | (4,545) | (4,545) |
| Actuarial gain | - | - | - | - | 1,479 | 1,479 |
| Unrealized hedging results Other comprehensive income |
- - |
- - |
- - |
- - |
(4,740) (7,806) |
(4,740) (7,806) |
| Net income | - | - | - | 75,924 | - | 75,924 |
| Total comprehensive income for the period |
- | - | - | 75,924 | (7,806) | 68,118 |
| Dividends paid to owners of the Company |
- | - | - | (171,534) | - | (171,534) |
| Convertible Notes converted into | ||||||
| equity Changes in legal reserve |
- - |
- - |
122,059 - |
- 894 |
- (894) |
122,059 - |
| Equity-settled share-based payments | - | - | 23,816 | - | - | 23,816 |
| Purchase of treasury shares | - | - | (29,589) | - | - | (29,589) |
| Balance at June 30, 2024 (unaudited) |
81,146,738 | 811 | 224,430 | 68,063 | 140,979 | 434,283 |
1 The outstanding number of Ordinary Shares includes 2,014,853 and 1,834,598 treasury shares at June 30, 2025 and at January 1, 2025, respectively, and 1,427,197 and 4,130,944 at June 30, 2024 and January 1, 2024, respectively.
| (€ thousands) | For the six months ended June 30, | |
|---|---|---|
| 2025 | 2024 | |
| (unaudited) | (unaudited) | |
| Cash flows from operating activities | ||
| Income before income tax | 74,101 | 88,328 |
| Adjustments to reconcile income before income tax to net cash flows | ||
| Depreciation, amortization and impairment | 14,765 | 13,793 |
| Share-based payment expense | 8,783 | 23,816 |
| Financial expense, net | 8,653 | 1,634 |
| Effects on changes in assets and liabilities | ||
| Decrease (increase) in trade receivables | (15,477) | (26,264) |
| Decrease (increase) in inventories | (476) | (8,857) |
| Increase (decrease) in trade payables | (2,644) | 4,443 |
| Changes in provisions | 5,527 | 266 |
| Changes in other working capital | (75) | (19,533) |
| Net cash provided by operations | 93,157 | 77,626 |
| Interest received | 10,631 | 7,480 |
| Interest paid | (9,792) | (2,418) |
| Income tax paid | (23,563) | (17,517) |
| Net cash provided by (used in) operating activities | 70,433 | 65,171 |
| Cash flows from investing activities | ||
| Capital expenditures | (13,497) | (8,866) |
| Capitalized development expenses | (14,057) | (9,575) |
| Acquisition of investment property Repayment of (investments in) deposits |
(5,206) 170,000 |
- 95,000 |
| Net cash provided by (used in) investing activities | 137,240 | 76,559 |
| Cash flows from financing activities | ||
| Proceeds from (payments of) bank lines of credit | (776) | - |
| Proceeds from (payments of) debt | (2,042) | - |
| Payments of lease liabilities | (2,225) | (2,106) |
| Dividend paid to shareholders Purchase of treasury shares |
(172,811) (42,785) |
(171,534) (29,589) |
| Net cash used in financing activities | (220,639) | (203,229) |
| Net change in cash and cash equivalents | (12,966) | (61,499) |
| Effect of changes in exchange rates on cash and cash equivalents Cash and cash equivalents at beginning of the period |
817 342,319 |
256 188,477 |
| Cash and cash equivalents at end of the period | 330,170 | 127,234 |
BE Semiconductor Industries N.V. ("Besi" or "the Company") was incorporated in the Netherlands in May 1995 as the holding company for a worldwide business engaged in the development, production, marketing and sales of back-end equipment for the semiconductor industry. Besi's principal operations are in the Netherlands, Switzerland, Austria, Singapore, Malaysia, China and Vietnam. Besi's principal executive office is located at Ratio 6, 6921 RW Duiven, the Netherlands. Statutory seat of the Company is Amsterdam, number at Chamber of Commerce is 09092395.
The interim consolidated financial statements for the six months ended June 30, 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting as endorsed by the European Union.
The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with Besi's annual consolidated financial statements as at December 31, 2024.
The interim consolidated financial statements are prepared on the basis that the Company will continue to operate as a going concern.
The interim consolidated financial statements are stated in thousands of euros unless indicated otherwise.
The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those applied in the Annual Report 2024. In the process of applying the Company's accounting policies, management has made some judgements that have significant effect on the amounts recognized in the interim consolidated financial statements. Estimates and assumptions used in the preparation of the interim consolidated financial statements are considered consistent with those described in the Annual Report 2024.
A number of new standards and amendments are effective as from January 1, 2025. They do not have a material effect on the Company's interim consolidated financial statements.
The Company is engaged in one line of business, the development, manufacturing, marketing, sales and service of semiconductor assembly equipment for the global semiconductor and electronics industries. The Company identifies three operating segments. The identified operating segments are Die Attach, Packaging and Plating. The chief operating decision maker reviews each operating segment in detail and certain operational functions are allocated to these operating segments: (i) Product Marketing, (ii) Research and Development, (iii) Customer Project Management, and (iv) General management. Shared functions (Operations, Sales & Service and Spares) and corporate functions (Finance, Legal, Human Resources and IT) do not qualify as operating segments. Hence, Besi identifies three operating segments which meet the IFRS 8 criteria.
IFRS 8 allows for operating segments to be aggregated into one single operating segment if the operating segments share similar economic characteristics. The Company deems the three operating segments to meet the aggregation criteria, as the nature of the products and services, production processes, classes of customer and methods used to distribute the products and provide services and gross margins are similar. Hence the three operating segments are aggregated into a single operating segment: the development, manufacturing, marketing, sales and service of assembly equipment for the semiconductor's back-end segment.
On April 23, 2025, the Company announced a dividend payment of € 2.18 per ordinary share. The dividend was payable fully in cash. The Company paid an amount of € 172.8 million to shareholders in May 2025.
On August 31, 2024, Besi announced a € 100 million share repurchase program through October 2025 (the "2024 program"). The 2024 program was initiated for capital reduction purposes and to help offset dilution associated with Besi's Convertible Notes and share issuance under employee stock plans.
During the six months ended June 30, 2025, Besi repurchased 382,516 of its ordinary shares at an average price of € 111.74 per share for a total of € 42.8 million.
At present, Besi has shareholder authorization to purchase up to an aggregate of 10% of its ordinary shares outstanding (approximately 8.1 million shares) until October 25, 2025.
Due to restrictions from Section 4c of the Dutch Dividend Withholding Tax Act 1965, a € 2.1 million withholding tax is recorded in relation to the share repurchases for the year 2025.
During the six months ended June 30, 2025, a principal amount of € 1.9 million of the Convertible Notes due 2027 were converted into 38,815 ordinary shares at the request of Bondholders. As a result, the principal amount outstanding of the Convertible Notes due 2027 declined from € 24.1 million at December 31, 2024 to € 22.2 million at June 30, 2025, respectively.
The following table disaggregates the geographical distribution on the Company's revenue billed to customers:
| (€ thousands) | Six months ended June 30, | |
|---|---|---|
| 2025 | 2024 | |
| China | 78,142 | 116,048 |
| United States | 60,337 | 34,221 |
| Taiwan | 44,522 | 29,004 |
| Korea | 21,535 | 13,352 |
| Malaysia | 18,032 | 26,749 |
| Thailand | 17,291 | 5,259 |
| Ireland | 9,104 | 22,651 |
| Other Asia Pacific 1 | 20,790 | 23,430 |
| Other Europe 1 | 18,860 | 14,035 |
| Rest of the World 1 | 3,633 | 12,741 |
| Total revenue | 292,246 | 297,490 |
1 Countries with revenue representing more than 5% of consolidated revenue in the six months ended June 30, 2025 or June 30, 2024 are separately disclosed.
The following table disaggregates the Company's revenue of the three different operating segments:
| (€ thousands) | Six months ended June 30, | |
|---|---|---|
| 2025 | 2024 | |
| Die Attach | 235,135 | 234,382 |
| Packaging | 47,194 | 54,806 |
| Plating | 9,917 | 8,302 |
| Total revenue | 292,246 | 297,490 |
The expenses related to the share-based payment plans recognized in the Interim Consolidated Statement of Operations are as follows:
| (€ thousands) | Six months ended June 30, | |
|---|---|---|
| 2025 | 2024 | |
| Performance shares granted to the Board of Management | - | 10,420 |
| Performance shares granted to key employees | 822 | 5,906 |
| Conditional performance shares Board of Management | 1,089 | 978 |
| Conditional performance shares key employees | 3,384 | 3,243 |
| Short-Term Incentive granted in shares to the Board of Management | 1,575 | 1,225 |
| Short-Term Incentive granted in shares to key employees | 1,913 | 2,044 |
| Total expense recognized as personnel expenses | 8,783 | 23,816 |
Under the Remuneration Policy 2020-2023, additional performance shares were granted to the Board of Management and key employees. As these grants were made in the first quarter of any year, the related expenses were predominantly reported in the first quarter of any year. The last grant of additional performance shares to the Board of Management was made in the first quarter of 2024.
Under the Remuneration Policy 2024, the additional performance shares have been discontinued for the Board of Management. Accordingly, no additional performance shares have been granted to the Board of Management in 2025. The short-term incentive opportunity has increased and will be partly settled in the form of shares.
In accordance with IAS24, the compensation for the Board of Management is considered a related party transaction.
The Company assumes that the book value of the Company's financial instruments, which consist of cash and cash equivalents, deposits, trade receivables and accounts payable, does not significantly differ from their fair value due to the short maturity of those instruments and to the fact that interest rates are floating or approximate the rates currently available to the Company. For the valuation of the Convertible Notes reference is made to Note 18 of the Annual Report 2024.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
The fair values of financial assets and financial liabilities, together with the carrying amounts in the Consolidated Statements of Financial Position, are as follows:
| (€ thousands) | June 30, 2025 (unaudited) |
|
|---|---|---|
| Carrying amount | Fair value | |
| Financial assets | ||
| Forward foreign currency exchange contracts | 6,383 | 6,383 |
| Marketable securities for pension liability | 565 | 565 |
| Total | 6,948 | 6,948 |
| Financial liabilities | ||
| Forward foreign currency exchange contracts | 1,517 | 1,517 |
| Long-term debt 1 | 526,184 | 584,863 |
| Total | 527,701 | 586,380 |
1 The fair value of the Convertible Notes and Senior Notes included in the long-term debt are based on the closing prices of the Notes on the Deutsche Börse Freiverkehr market.
| (€ thousands) | December 31, 2024 (audited) |
|
|---|---|---|
| Carrying amount | Fair value | |
| Financial assets | ||
| Forward foreign currency exchange contracts | 581 | 581 |
| Marketable securities for pension liability | 566 | 566 |
| Total | 1,147 | 1,147 |
| Financial liabilities | ||
| Forward foreign currency exchange contracts | 9,825 | 9.825 |
| Long-term debt 1,2 | 527,695 | 597,563 |
| Total | 537,520 | 607,388 |
1 The fair value of the Convertible Notes and Senior Notes included in the long-term debt are based on the closing prices of the Notes on the Deutsche Börse Freiverkehr market.
2 Includes short-term portion of long-term debt.
There were no transfers between levels during the six months ended June 30, 2025 and the year ended December 31, 2024.
The only recurring fair value measurement is the valuation of forward exchange contracts for hedging purposes. According to IFRS 13 this measurement is categorized as Level 2. Non-recurring fair value measurements were not applicable in the reporting period.
The income tax expense and related current and deferred balance sheet positions recognized in each interim period is based on the weighted average annual income tax rate expected for the full year applied to the pre-tax income of the interim period.
Besi acquired a property of EUR 15.8 million which is presented as Investment Property of EUR 5.2 million and Property, Plant and Equipment of EUR 10.6 million.
Subsequent events were evaluated up to July 24, 2025, which is the date the Financial Statements included in this Interim Financial Report were approved.
There are no events to report.
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