AI assistant
Melexis N.V. — Annual Report 2023
Aug 1, 2012
3975_rns_2012-08-01_b15bd4be-d0bc-487d-9c3e-7ebce8b1038d.pdf
Annual Report
Open in viewerOpens in your device viewer
Table of contents
| 4 | |||
|---|---|---|---|
| 1.1 | 4 | ||
| 1.2 | 5 | ||
| 1.3 | 5 | ||
| 1.4 | 6 | ||
| 1.5 | 6 | ||
| 1.6 | 6 | ||
| 1.7 | 7 | ||
| 8 | |||
| 2.1 | 8 | ||
| 2.2 | 10 | ||
| 2.3 | 11 | ||
| 2.4 | 12 | ||
| 2.5 | 15 | ||
| 2.6 | 17 | ||
| 2.6.1 | General | 17 | |
| 2.6.2 | Statement of compliance | 17 | |
| 2.6.3 | Summary of Significant Accounting Policies | 17 | |
| 2.6.4 | Changes in Group's Organization | 18 | |
| 2.6.5 | Notes | 19 | |
| 36 | |||
| 3.1 | 36 | ||
| 3.2 | 36 | ||
| 3.3 | 36 | ||
| 3.4 | 36 | ||
| 38 | |||
| 40 | |||
| Glossary | Comments on the condensed consolidated interim accounts prepared according to IFR S standards Selected financial figures Exchange rates Results of operations Liquidity, Working Capital and Capital Resources Risk Factors Events after the balance sheet date Statement of the Board of Directors Unaudited condensed consolidated interim financial statements Unaudited condensed consolidated interim statement of financial position Unaudited condensed consolidated interim income statement Unaudited condensed consolidated interim statement of comprehensive income Unaudited condensed consolidated interim statement of changes in equity Unaudited condensed consolidated interim statement of cash flow Notes to the unaudited condensed consolidated interim financial statements Shareholder information Shareholder structure Shareholder contact info Financial calendar 2012 Dividend Policy Statutory Auditor's limited review opinion on the unaudited condensed consolidated interim financial statements of Melexis NV for the six month period ending 30 June 2012 |
Comments on the condensed consolidated interim accounts prepared according to IFRS standards
1.1 Selected financial figures
The tables below set out the components of Melexis' operating income and operating expenses, as well as the key elements of the unaudited condensed consolidated interim statement of financial position.
Unaudited condensed consolidated interim statement of comprehensive income
In Euro
| Half Year Ended 30/06/2012 | Half Year Ended 30/06/2011 | |
|---|---|---|
| Product sales | 120.244.878 | 115.831.526 |
| Revenues from research and development | 316.184 | 760.363 |
| Cost of sales | -64.219.798 | -62.831.778 |
| Gross margin | 56.341.264 | 53.760.111 |
| Research and development expenses | -18.929.479 | -17.139.477 |
| General and administrative expenses | -6.410.880 | -6.073.683 |
| Selling expenses | -3.932.196 | -3.537.741 |
| Other Operating Expenses (net) | - | - |
| Operating result (EBIT) | 27.068.709 | 27.009.210 |
| Financial results (net) | -561.222 | -1.170.404 |
| Result before Taxes | 26.507.487 | 25.838.806 |
| Income Taxes | -3.755.222 | -3.544.064 |
| Minority Interest | - | - |
| Net result of the period | 22.752.265 | 22.294.742 |
| Net profit of the group | 22.752.265 | 22.294.742 |
| Attributable to the shareholders | 22.752.265 | 22.294.742 |
Unaudited condensed consolidated interim statement of comprehensive income In Euro
| Half Year Ended 30/06/2012 | Year ended 31/12/2011 | |
|---|---|---|
| Current Assets | 120.049.763 | 105.022.275 |
| Non current assets | 76.861.398 | 73.080.914 |
| Current liabilities | 64.305.676 | 31.145.550 |
| Non current liabilities | 5.282.788 | 39.836.942 |
| Equity | 127.322.697 | 107.120.697 |
1.2 Exchange rates
Since the introduction of the Euro on January 1st, 1999, and in accordance with Belgian law, Melexis NV keeps its books and prepares its consolidated financial statements in Euro. The functional currency of Melexis NV and of its subsidiaries Melexis Technologies NV, Melefin NV, Melexis GmbH and Melexis BV is the Euro. The functional currency for Melexis Inc. is the United States Dollar (USD), for Melexis Ukraine the Ukrainian Hryvnia (UAH), for Melexis Bulgaria Ltd., the Bulgarian Leva (BGN), for Sentron AG and Melexis Technologies SA the Swiss franc (CHF), for the Philippine branch of Melexis NV the Philippine Peso (PHP), for the Chinese branch of Melexis NV in Hong Kong the Hong Kong Dollar and for Melexis Electronic Technology
1.3 Results of operations
The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the Company's financial statements of prior years.
Revenues
In Euro
The following table shows a break down of total revenues by division:
| Half Year Ended 30/06/2012 | Half Year Ended 30/06/2011 | % Change (Y-0-Y) | |
|---|---|---|---|
| Sensors | 70.421.144 | 66.093.503 | 7 |
| Wireless | 6.620.261 | 7.118.101 | -7 |
| Actuators | 34.616.671 | 32.622.767 | 6 |
| Opto | 7.459.911 | 9.162.240 | -19 |
| Other | 1.443.074 | 1.595.278 | -10 |
| TOTAL | 120.561.062 | 116.591.889 | 3 |
Japan the Japanese Yen is the measurement currency. Assets and liabilities of Melexis Inc., Melexis Technologies SA, Sentron AG, Melexis Ukraine, Melexis Bulgaria Ltd., Melexis Philippines, Melexis Electronic Technology (Shanghai) Co. Ltd, Melexis Hong Kong and Melexis Japan are translated at exchange rates at the end of the reporting period. Revenues and expenses are translated at the average exchange rate during the period. Equity components have been translated at historical exchange rates. Gains or losses resulting from this translation are reflected in the component 'cumulative translation adjustment' (CTA) in the statement of financial position.
Co. Ltd in Shanghai the Chinese Yuan, and for Melexis
Cost of Sales
Costs of sales consist of materials (raw material and semi finished parts), subcontracting, labor, depreciation and other direct production expenses. They increased from EUR 62.831.778 in 2011 up to EUR 64.219.798 in 2012.
Expressed as a percentage of sales, the cost of sales was 53% in 2012 compared to 54% in 2011.
Gross margin
The gross margin, expressed as a percentage of sales, was 47% in 2012 compared to 46% in 2011.
Research and Development expenses
Research and Development expenses amounted to EUR 18.929.479 in 2012, representing 16% of sales. The research and development activities concentrate further on research and development of Hall Effect Sensors, MEMS Sensors and Signal Conditioning Interface Sensors, Motor Control IC's and LIN Slaves, Infrared and Opto Sensors, and Wireless IC's.
General, administrative and selling expenses
General, administrative and selling expenses consist mainly of salaries and salary related expenses, office equipment and related expenses, commissions, travel and advertising expenses. The general, administrative and selling expenses increased by 6% compared to 2011, mainly as a result of increased selling expenses and increased investment in general supporting activities.
Financial results
The net financial results increased from EUR 1.170.404 loss in the first half of 2011 to EUR 561.202 loss in the first half of 2012. The (net) interest result decreased from a loss of EUR 339.375 in 2011 to a loss of EUR 973.528 in 2012. The net exchange gains (both realized and unrealized) in 2012 amounted to a gain of EUR 474.698, compared to a loss of EUR 691.519 during 2011.
Net income
The company recorded a net income for the first half of 2012 of EUR 22.752.265 compared to EUR 22.294.742 in the first half of 2011. This positive result is mainly caused by a sales increase of 3%.
1.4 Liquidity, Working Capital and Capital Resources
Cash and cash deposits amounted to EUR25.137.449 as of June 30, 2012, in comparison to EUR 17.806.399 as of December 31, 2011.
In the first half year of 2012, operating cash flow before working capital changes amounted to EUR 31.123.361. Working capital changes in the first half year of 2012 resulted in a net operating cash flow of EUR 20.881.518.
The cash flow from investing activities was negative for an amount of EUR 7.167.026.
The cash flow from financing activities was negative for an amount of EUR 6.398.713.
1.5 Risk Factors
Melexis is, as with any company, continuously confronted with – but not exclusively – a number of market and competition risks or more specific risks related to the company (eg. currency fluctuations, customer concentration, dependence on key personnel, product liability, IP or litigation). More information on risk factors can be found in the annual report 2011.
Melexis believes that the most noteworthy risks facing the company for the coming half year would be the volatility in supply and demand, and fluctuations in the USD exchange rate.
1.6 Events after the balance sheet date
There are no events after the balance sheet date.
1.7 Statement of the Board of Directors
The board of directors of Melexis certifies, on behalf and for the account of the company, that, to their knowledge, (a) the unaudited condensed consolidated interim financial statements which have been prepared in accordance with International Financial Reporting Standards give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the entities included in the consolidation as a whole and (b) the comments on the consolidated accounts include a fair review of the development and performance of the business and the position of the company and the entities included in the consolidation as a whole, together with a description of the principal risks and uncertainties they face.
Unaudited condensed consolidated interim financial statements
2.1 Unaudited condensed consolidated interim statement of financial position
In Euro
| Half Year Ended 30/06/2012 |
Year ended 31/12/2011 |
|||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets | Cash and Cash equivalents | Note 3.6.5 A | 25.137.449 | 17.806.399 |
| Current investments | Note 3.6.5 B | 3.521.137 | 4.605.309 | |
| Accounts receivable -trade | 38.380.515 | 37.801.683 | ||
| Accounts receivable -related companies | 7.486.843 | 722.660 | ||
| Inventories | 34.404.604 | 36.943.445 | ||
| Other current assets | 11.119.215 | 7.142.779 | ||
| Total current assets | 120.049.763 | 105.022.275 | ||
| Non current assets | Intangible assets | 1.872.546 | 1.942.760 | |
| Property, plant and equipment | Note 3.6.5 C | 54.287.242 | 51.353.800 | |
| Financial assets | 30.100 | 30.100 | ||
| Other non-current assets | 5.678.374 | 4.933.383 | ||
| Deferred tax assets | Note 3.6.5 D | 14.993.136 | 14.820.871 | |
| Total non current assets | 73.080.914 | |||
| TOTAL ASSETS |
196.911.161 | 178.103.189 |
| In Euro | |
|---|---|
| --------- | -- |
| Half Year Ended 30/06/2012 |
Year ended 31/12/2011 |
|||
|---|---|---|---|---|
| LIABILITIES | ||||
| Current liabilities | Bank loans and overdrafts | - | - | |
| Derivative financial instruments | Note 3.6.5 E | 1.400.937 | 964.218 | |
| Current portion of long-term debt | Note 3.6.5 F | 34.648.231 | 4.647.913 | |
| Accounts payable - trade | 8.851.538 | 8.162.940 | ||
| Accounts payable - related companies | 4.563.741 | 5.116.589 | ||
| Accrued expenses, payroll and related taxes |
11.383.353 | 8.566.438 | ||
| Provisions | - | - | ||
| Other current liabilities | Note 3.6.5 G | 2.929.670 | 3.062.953 | |
| Deferred income | 528.206 | 624.498 | ||
| Total current liabilities | 64.305.676 | 31.145.550 | ||
| Non current | Long-term debt less current portion | Note 3.6.5 F | 2.382.589 | 36.975.956 |
| liabilities | Other non current liabilities | Note 3.6.5 H | 2.900.199 | 2.860.986 |
| Deferred tax liabilities | Note 3.6.5 D | - | - | |
| Total non current liabilities | 5.282.788 | 39.836.942 | ||
| Shareholders' capital | 564.814 | 564.814 | ||
| Share premium | - | - | ||
| Reserve treasury shares | -3.223.689 | -31.759.988 | ||
| Revaluation reserve hedge | Note 3.6.5.E | -495.375 | -493.749 | |
| Revaluation reserve fair value | Note 3.6.5.E | -285.258 | 512.288 | |
| Legal reserve | 56.520 | 56.520 | ||
| Retained earnings | 107.768.858 | 92.216.871 | ||
| Result of the period ended | 22.752.265 | 45.893.624 | ||
| Cumulative translation adjustment | 174.091 | 119.846 | ||
| Equity attributable to company owners | 127.312.226 | 107.110.226 | ||
| Non controlling interest | 10.471 | 10.471 | ||
| Total equity | 127.322.697 | 107.120.697 | ||
| TOTAL LIABILITIES |
178.103.189 |
The accompanying notes to this statement of financial position form an integral part of these consolidated financial statements.
2.2 Unaudited condensed consolidated interim income statement
In Euro
| Half Year Ended 30/06/2012 | Half Year Ended 30/06/2011 | |
|---|---|---|
| Product sales | 120.244.878 | 115.831.526 |
| Revenues from research and development | 316.184 | 760.363 |
| Cost of sales | -64.219.798 | -62.831.778 |
| Gross margin | 56.341.264 | 53.760.111 |
| Research and development expenses | -18.929.479 | -17.139.477 |
| General and administrative expenses | -6.410.880 | -6.073.683 |
| Selling expenses | -3.932.196 | -3.537.741 |
| Other Operating Expenses (net) | - | - |
| Result from operations (EBIT) | 27.068.709 | 27.009.210 |
| Financial income | 3.579.872 | 1.982.116 |
| Financial charges | -4.141.094 | -3.152.520 |
| Other expenses (net) | - | - |
| Result before Taxes | 26.507.487 | 25.838.806 |
| Income Taxes | -3.755.222 | -3.544.064 |
| Minority Interest | - | - |
| Net result of the period | 22.752.265 | 22.294.742 |
| Earnings per share non-diluted | 0,54 | 0,52 |
| Earnings per share diluted | 0,54 | 0,52 |
The accompanying notes to this unaudited consolidated interim income statement form an integral part of these consolidated financial statements.
2.3 Unaudited condensed consolidated interim statement of comprehensive income
In Euro
| Half Year Ended 30/06/2012 | Half Year Ended 30/06/2011 | |
|---|---|---|
| Net result | 22.752.265 | 22.294.742 |
| Cumulative translation adjustment | 54.245 | -194.804 |
| Hedge reserves | -1.626 | 458.847 |
| Fair value adjustments through equity | -797.546 | 460.571 |
| Total comprehensive income/ (loss) for the period | 22.007.338 | 23.019.356 |
| Total comprehensive income attributable to: Attributable to owners of the parent |
22.007.338 | 23.019.356 |
| Non controlling interest | - | - |
The unaudited consolidated interim statements were approved and authorized for issue by the Board of Directors on 30 July 2012 and were signed on its behalf by Françoise Chombar.
Françoise Chombar Managing Director, Chief Executive Officer (CEO)
2.4 Unaudited condensed consolidated interim statement of changes in equity
In Euro
| Number of Shares |
Share Capital |
Share Premium |
Legal Reserve |
|
|---|---|---|---|---|
| December 31, 2008 | 43.241.860 | 564.814 | 0 | 56.520 |
| Net Result | ||||
| CTA Movement | ||||
| Dividend | ||||
| Reserve Treasury Shares | ||||
| Hedge Reserves | ||||
| Fair Value Adjustments Through Equity | ||||
| Non Controlling Interest | ||||
| December 31, 2009 | 43.241.860 | 564.814 | 0 | 56.520 |
| Net Result | ||||
| CTA Movement | ||||
| Dividend | ||||
| Reserve Treasury Shares | ||||
| Hedge Reserves | ||||
| Fair Value Adjustments Through Equity | ||||
| Non Controlling Interest | ||||
| December 31, 2010 | 43.241.860 | 564.814 | 0 | 56.520 |
| Net Result | ||||
| CTA Movement | ||||
| Dividend | ||||
| Reserve Treasury Shares | ||||
| Hedge Reserves | ||||
| Fair Value Adjustments Through Equity | ||||
| Non Controlling Interest | ||||
| June 30, 2011 | 43.241.860 | 564.814 | 0 | 56.520 |
| Net Result | ||||
| CTA Movement | ||||
| Dividend | ||||
| Reserve Treasury Shares | ||||
| Hedge Reserves | ||||
| Fair Value Adjustments Through Equity | ||||
| Non Controlling Interest | ||||
| Destruction own shares | -2.841.860 | |||
| June 30, 2012 | 40.400.000 | 564.814 | 0 | 56.520 |
| Retained Earnings |
Reserve Treasury Shares |
Fair Value Adjustment Reserve |
CTA | Non Controlling Interest |
Total Equity |
|---|---|---|---|---|---|
| 84.298.683 | -17.757.338 | -4.482.704 | -1.152.861 | 10.471 | 61.537.585 |
| -3.989.054 | -3.989.054 | ||||
| -236.760 | -236.760 | ||||
| 0 | |||||
| -120.975 | -120.975 | ||||
| -679.078 | -679.078 | ||||
| 3.342.448 | 3.342.448 | ||||
| 0 | |||||
| 80.309.629 | -17.878.313 | -1.819.334 | -1.389.621 | 10.471 | 59.854.166 |
| 48.612.137 | 48.612.137 | ||||
| 1.081.909 | 1.081.909 | ||||
| -12.386.906 | -12.386.906 | ||||
| -4.007.297 | -4.007.297 | ||||
| 739.970 | 739.970 | ||||
| 1.561.242 | 1.561.242 | ||||
| 116.534.860 | -21.885.610 | 481.878 | -307.712 | 10.471 | 95.455.221 |
| 22.294.742 | 22.294.742 | ||||
| -194.804 | -194.804 | ||||
| 0 | |||||
| -4.603.359 | -4.603.359 | ||||
| 458.847 | 458.847 | ||||
| 460.571 | 460.571 | ||||
| 138.829.602 | -26.488.969 | 1.401.296 | -502.516 | 10.471 | 113.871.218 |
| 22.752.265 | 22.752.265 | ||||
| 54.245 | 54.245 | ||||
| 28.536.299 | 28.536.299 | ||||
| -1.626 | -1.626 | ||||
| -797.546 | -797.546 | ||||
| -30.341.637 | -30.341.637 | ||||
| 130.521.123 | -3.223.689 | -780.633 | 174.091 | 10.471 | 127.322.697 |
Since November 2002, Melexis NV has given order to a bank to start a share buy back program.
In 2002 Melexis NV repurchased 530.000 shares and 428.482 in 2003 at an average price of EUR 5,73 in 2002 and EUR 5,43 in 2003. In 2004 Melexis NV repurchased 430.000 shares over-the-counter (OTC) at an average price of EUR 8,90, from which 310.000 shares were purchased from Elex NV. Melexis NV also repurchased 969.658 shares at an average price of EUR 8,89 on the regulatory stock market. The total own shares in 2004 amounted to 1.399.658 shares representing 3,14% of the total outstanding shares. In accordance with IFRS, the treasury shares are presented as a deduction from equity. During the Extraordinary Shareholders meeting of April 20th, 2004 it was decided to cancel 1.034.805 treasury shares, bringing the total outstanding shares to 44.565.195 at the end of 2004. Melexis NV Extraordinary Shareholders Meeting of October 4th, 2004 decided to increase the capital, bringing it from EUR 565.197 to EUR 32.821.102, by means of incorporation in the capital of the issue premiums for an amount of EUR 32.255.905. It was then decided to decrease the capital by an amount of EUR 32.256.288, by repayment to each existing share of an amount of EUR 0,72. It was also decided to pay an additional gross dividend to the shareholders of EUR 0,28 per share. During the extraordinary Shareholders Meeting of July 14th, 2005, it was decided to cancel 1.323.335 Treasury shares, bringing the total outstanding shares to 43.241.860 at the end of 2005. During the year 2006 Melexis NV repurchased 406.378 shares at an average price of EUR 12,48. No purchases of own shares were done during 2007. During the years 2006 and 2007 no own shares have been cancelled. As such, at the end of the year 2007 the total number of outstanding shares is still 43.241.860.
During the year 2008 Melexis NV and Melexis Tessenderlo NV repurchased 1.245.335 shares at an average price of EUR 9,78. In 2009 Melexis Tessenderlo NV repurchased 22.230 shares at an average price of EUR 4,98.
In 2010 Melexis Tessenderlo NV repurchased 349.602 shares at an average price of EUR 11,47. Total own shares at the end of 2010 amount to 2.075.545 representing 4,80% of the total outstanding shares.
In 2011 Melexis Technologies NV repurchased 923.019 shares at an average price of EUR 10,92. Total own shares at the end of 2011 amount to 2.998.564 representing 6,93% of the total outstanding shares.
On April 19th 2012, Melexis NV purchased 1.180.134 own shares outside the Central Order book from its sub-subsidiary Melexis Technologies NV. The transaction was settled at the Euronext Brussel closing price on Thursday April 19th, of EUR 13,39.
The extraordinary general meeting of Melexis NV then decided on 20 April 2012 to proceed with the cancellation of 2.841.860 of its own shares. As per 20 April 2012, the number of shares outstanding amounts to 40.400.000 shares.
During the first half year of 2012 Melexis Technologies NV repurchased 149.301 shares at an average price of EUR 11,39.
After the completion of above transactions, total own shares at the end of June 2012 amounts to 306.005 representing 0,76% of the total shares outstanding.
2.5 Unaudited condensed consolidated interim statement of cash flow
In Euro (indirect method)
| Half Year Ended 30/06/2012 | Year ended 31/12/2011 | |||||
|---|---|---|---|---|---|---|
| Cash flows from operating activi ties |
||||||
| Net result | 22.752.265 | 45.893.624 | ||||
| Adjustments for operating activities: | - | - | ||||
| Deferred taxes | -172.265 | 414.281 | ||||
| Unrealized exchange results | 1.034.869 | 560.174 | ||||
| Provisions | - | - | ||||
| Government grants | 171.941 | 1.342.215 | ||||
| Depreciations | 7.428.977 | 11.948.210 | ||||
| Impairments | - | - | ||||
| Financial results | -92.426 | 835.562 | ||||
| Operating profit before working capital changes | 31.123.361 | 60.994.066 | ||||
| Accounts receivable, net | -7.346.973 | -9.847.612 | ||||
| Other current assets | -5.310.219 | -1.331.187 | ||||
| Other non-current assets | -744.538 | -588.544 | ||||
| Due to related companies | - | -1.486.634 | ||||
| Due from related companies | - | 8.073.276 | ||||
| Accounts payable | 89.076 | 854.695 | ||||
| Accrued expenses | 4.789.132 | 5.549.259 | ||||
| Other current liabilities | -134.383 | 1.347.004 | ||||
| Other non-current liabilities | 379.639 | -1.069.314 | ||||
| Inventories | 1.088.993 | 2.340.324 | ||||
| Interest paid | -1.098.508 | -2.428.476 | ||||
| Income tax paid | -1.954.062 | -4.194.688 | ||||
| Net cash from operating activities | 20.881.518 | 58.212.169 | ||||
| Cash flows from inv esting activi ties |
||||||
| Financial fixed assets (incl. own shares) | - | - | ||||
| Purchase of property, plant and equipment and intangible assets |
-8.690.887 | -14.612.606 | ||||
| Interests received | 439.688 | 1.188.567 | ||||
| Investments, proceeds from current investments | 1.084.173 | 1.123.786 | ||||
| Acquisition of subsidiary | - | - | ||||
| Net cash used in investing activities | -7.167.026 | -12.300.253 |
Unaudited condensed consolidated interim statement of cash flow (continued)
| Half Year Ended 30/06/2012 | Year ended 31/12/2011 | |
|---|---|---|
| Cash flows from financing activi ties |
||
| Payment to acquire own shares | -1.805.338 | -9.874.378 |
| Repayment from long-term debts | -4.593.375 | -15.138.642 |
| Proceeds of long-term debts | - | - |
| Repayment of bank loans and overdrafts | - | - |
| Proceeds from (repayment of) related party financing |
- | - |
| Dividend payment | - | -24.317.990 |
| Capital decrease | - | - |
| Minorities | - | - |
| Destruction of shares | - | - |
| Net cash used in financing activities | -6.398.713 | -49.331.010 |
| Effect of exchange rate changes on cash | 15.271 | 45.599 |
| (Decrease) increase in cash | 7.331.050 | -3.373.492 |
| Cash at beginning of the period | 17.806.399 | 21.179.891 |
| Cash at the end of the period | 25.137.449 | 17.806.399 |
| Cash at the end of the period minus cash at the beginning of the period |
7.331.050 | -3.373.492 |
The accompanying notes to this statement of cash flows form an integral part of the consolidated financial statements.
2.6 Notes to the unaudited condensed consolidated interim financial statements
2.6.1 General
Melexis NV is a limited liability company incorporated under Belgian law. The company has been operating since 1989. The company designs, develops, tests and markets advanced integrated semiconductor devices for the automotive industry. The company sells its products to a wide customer base in the Automotive Industry in Europe, Asia and North America.
The Melexis group of companies employed, on average 785 at the end of June in 2012 and 710 in 2011.
The registered office address of the Group is located at Rozendaalstraat 12, 8900 Ieper, Belgium.
The consolidated statements were authorized for issue by the Board of Directors subsequent to their meeting held on July 30th, 2012 in Antwerp.
2.6.2 Statement of compliance
The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board ('IASB') and as adopted by the European Union. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the company as at and for the year ended
31 December 2011. Melexis has not applied early any new IFRS requirements that are not yet effective in 2012.
2.6.3 Summary of Significant Accounting Policies
The accounting policies applied are consistent with those applied in the annual consolidated financial statements ended 31 December 2011, except as described below.
New Standards, Interpretations and Amendments adopted by the Group
During the current financial year, the Group has adopted all the new and revised Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB, that are relevant to its operations and effective for the accounting period starting on January 1, 2012.
The Group has not applied any new IFRS requirements that are not yet effective as per June 30, 2012.
The following new Standards, Interpretations and Amendments issued by the IASB and the IFRIC are effective for the current period:
c IFRS 7 Financial Instruments: Disclosures (as amended in October 2010) – Amendments enhancing disclosures about transfers of financial assets.
The adoption of this amendment has not led to major changes in the Group's accounting policies.
Standards and Interpretations issued but not yet effective in the current period
The Group elected not to early adopt the following new Standards, Interpretations and Amendments, which have been issued but are not yet effective as per June 30, 2012.
Standards
- c Annual improvements to IFRSs 2009-2011 (issued in May 2012);
-
c IFRS 1 First-time Adoption of International Financial Reporting Standards (as amended in December 2010) - Replacement of 'fixed dates' for certain exceptions with 'the date of transition to IFRSs';
-
c IFRS 1 First-time Adoption of International Financial Reporting Standards (as amended in December 2010) - Additional exemption for entities ceasing to suffer from severe hyperinflation;
- c IFRS 1 First-time Adoption of International Financial Standards (as amended in March 2012): Government loans;
- c IFRS 7 Financial Instruments: Disclosures (as amended in December 2011): Offsetting Financial Assets and Financial liabilities;
- c IFRS 9 Financial instruments (issued in November 2009) and subsequent amendments (issued in October 2010 and December 2011): classification and measurement of financial assets, as the first part of its project to replace IAS 39;
- c IFRS 10 Consolidated Financial Statements (issued in May 2011 and subsequently amended in June 2012): presentation and preparation of consolidated financial statements when an entity controls one or more other entities;
- c IFRS 11 Joint Arrangements (issued in May 2011 and subsequently amended in June 2012): arrangement of which two or more parties have joint control;
- c IFRS 12 Disclosures of Interest in Other Entities (issued in May 2011 and subsequently amended in June 2012): disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with, its interests in other entities;
- c IFRS 13 Fair Value Measurement (issued in May 2011): defines fair value and sets out in a single IFRS a framework for measuring fair value;
- c IAS 1 Presentation Financial Statement (as amended in June 2011) – Amendments to Presentation of Items of Other Comprehensive Income;
- c IAS 12 Income taxes (as amended in December 2010) - Limited scope amendment (recovery of underlying assets);
- c IAS 19 Employee benefits (as amended in June 2011) measurement of pension and all other long term benefits + presentation changes in respect of pensions;
- c IAS 27 Separate Financial Statements (issued in May 2011): Consolidation requirements previously forming part of IAS 27 have been revised and are now contained in IFRS 10;
- c IAS 28 Investments in associated and Joint Ventures (issued in May 2011): accounting methods for investments in associates;
- c IAS 32 Financial instruments (as amended in December 2011): Offsetting Financial Assets and Financial liabilities.
Interpretations
c IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine
None of the other new standards, interpretations and amendments, which are effective for periods beginning after 1st July 2012 and which have not been adopted early, are expected to have a material effect on the Group's future financial statements.
2.6.4 Changes in Group's Organization
Melexis Technologies NV was partially transferred by Melexis Technologies SA to Melexis NV on June 30th, 2012. As a consequence, Melexis NV holds 15% of the shares of Melexis Technologies NV, while the participation of Melexis Technologies SA reduced from 75% to 60%.
2.6.5 Notes
A. Cash and cash equivalents
In Euro
| Half Year Ended 30/06/2012 | Year ended 31/12/2011 | |
|---|---|---|
| Cash at bank and in hand | 25.137.449 | 17.806.399 |
| Cash equivalents | - | - |
| Total | 25.137.449 | 17.806.399 |
B. Current investments
In Euro
| Half Year Ended 30/06/2012 | Year ended 31/12/2011 | |
|---|---|---|
| Current investments | 3.521.136 | 4.605.309 |
| June 30th Detailed curent investments |
Cost | Fair value |
| Assets held to maturity | - | - |
| Assets available for sale | 3.806.394 | 3.311.275 |
| Derivatives (Note 3.6.5 E) | - | 209.861 |
| Total | 3.806.394 | 3.521.136 |
In principle, Melexis' current investments are classified as assets available for sale. According to IAS 39, the difference between the purchase price and the fair value of current investments classified as available for sale is recognized directly into equity under 'Revaluation reserve Fair value'. As of June 30, 2012 this fair value adjustment resulted in a loss (decrease of equity) amounting to EUR 495.119. The fair value of these assets amounted to EUR 3.311.275.
Melexis' financial derivatives with a positive market value are classified as assets held for trading. The fair value changes for those derivatives where no hedge accounting is applicable are immediately recognized in the statement of comprehensive income. As of June 30, 2012 the fair value of the financial derivatives recognized as asset under current investments amounted to EUR 209.861.
A detailed overview of the outstanding derivatives, categorized under current investments, can be found in Note E.
As of June 30, 2012 Melexis had no assets in portfolio classified as investments held to maturity.
C. Property, plant and equipment
In Euro (30th June 2012)
| Land & buildings |
Machinery & equip ment |
Furniture & vehicles |
Fixed assets under construction |
Total | |
|---|---|---|---|---|---|
| Cost: | |||||
| Balance end of previous period 31/12/2011 | 27.945.036 | 125.534.997 | 6.475.948 | 2.976.977 | 162.932.958 |
| Additions of the year | 283.451 | 5.176.716 | 702.265 | 5.095.557 | 11.257.989 |
| Retirements (-) | -3.501 | -381.042 | -53.121 | -1.428.492 | -1.866.156 |
| Transfers | - | - | - | - | 0 |
| CTA | -121.712 | -527.689 | -34.319 | - | -683.720 |
| Total as of june 30th 2012 | 28.103.274 | 129.802.982 | 7.090.773 | 6.644.042 | 171.641.071 |
| Accumulated depreciation: | |||||
| Balance end of previous period 31/12/2011 | 7.723.499 | 99.443.611 | 4.412.048 | 0 | 111.579.158 |
| Additions of the period | 519.484 | 4.876.173 | 381.865 | - | 5.777.522 |
| Retirements (-) | -20 | -300.793 | -19.606 | - | -320.419 |
| Transfers | 2.579 | -145.078 | 142.499 | - | 0 |
| CTA | 77.546 | 223.075 | 16.947 | - | 317.568 |
| Total as of june 30th 2012 | 8.323.088 | 104.096.988 | 4.933.753 | 0 | 117.353.829 |
| Carrying amount as of june 30th 2012 | 19.780.186 | 25.705.994 | 2.157.020 | 6.644.042 | 54.287.242 |
| Carrying amount as of december 31st 2011 | 20.221.537 | 26.091.386 | 2.063.900 | 2.976.977 | 51.353.800 |
Additions of the year mainly relate to test equipment.
Retirements: no material amount of compensation from third parties which have been concluded in the unaudited consolidated interim statement of comprehensive income.
D. Components of deferred tax assets and liabilities
Components of deferred tax assets are as follows:
| 01/01/2012 | Charged To Income Statement |
Charged To Equity |
Other | Cumulative Translation Adjustments |
30/06/2012 | |
|---|---|---|---|---|---|---|
| Tax amortization charges |
10.028.448 | 462.000 | - | - | - | 10.490.448 |
| Fair value adjustments financial instruments |
75.368 | - | - | - | - | 75.368 |
| Fair value adjustments hedge accounting |
254.242 | - | 837 | - | - | 255.079 |
| Impairment CDO | 1.019.700 | - | - | - | - | 1.019.700 |
| Tax losses and tax off sets carried forward |
3.455.025 | -246.500 | - | - | - | 3.208.525 |
| Other | -11.912 | -44.072 | - | - | - | -55.984 |
| Total | 14.820.871 | 171.428 | 837 | 0 | 0 | 14.993.136 |
E. Derivatives
Notional amounts
The following table presents the evolution of the aggregate notional amounts of the group's outstanding derivative financial instruments:
| Half Year Ended 30/06/2012 | Year Ended 31/12/2011 | ||
|---|---|---|---|
| Outstanding FX hedge contracts, not exceeding 1 year |
USD | 15.000.000 | 15.000.000 |
| CHF | - | 19.200.000 | |
| Outstanding Interest hedge contracts, exceeding 1 year |
EUR | 15.000.000 | 30.000.000 |
| Outstanding Interest hedge contracts, not exceeding 1 year |
EUR | 30.000.000 | - |
| Outstanding Inflation hedge contracts, exceeding 1 year |
EUR | 15.000.000 | 8.400.000 |
| Outstanding Inflation hedge contracts, not exceeding 1 year |
EUR | 8.400.000 | - |
FX hedge contracts are entered into in order to hedge (part of) the outstanding balance sheet exposure in foreign currency (USD/CHF).
Interest hedge contracts are entered into in order to hedge (part of) the group's borrowings at floating interest rate. Inflation hedge contracts are entered into in order to hedge (part of) the salary inflation risk of the group.
Fair value
The fair value of derivatives is based upon mark to market valuations (input received from bank).
The following table presents an overview of the fair value of outstanding derivatives, classified as an asset under Current Investment, Derivatives:
Fair Value in Euro
| Assets | Half Year Ended 30/06/2012 | Year Ended 31/12/2011 |
|---|---|---|
| Outstanding FX hedge contracts - conform IFRS 7 - level 2 |
15.287 | - |
| Outstanding Inflation hedge contracts - conform IFRS 7 - level 2 |
194.574 | 286.627 |
| Total, classified under Current investment (see also Note 3.6.5.B) |
209.861 | 286.627 |
These financial instruments are classified as financial assets at fair value through profit or loss.
The following table presents an overview of the fair value of outstanding derivatives, classified as a liability under Derivative financial instruments:`
Fair Value in Euro
| Liabilities | Half Year Ended 30/06/2012 | Year Ended 31/12/2011 |
|---|---|---|
| Outstanding FX hedge contracts - conform IFRS 7 - level 2 |
- | 5.507 |
| Outstanding Interest hedge contracts - conform IFRS 7 - level 2 |
-162.790 | -221.734 |
| Outstanding Interest hedge contracts (hedge acc.) - conform IFRS 7 - level 1 |
-750.454 | -747.991 |
| Outstanding Inflation hedge contracts - conform IFRS 7 - level 2 |
-487.693 | - |
| Total, classified under derivative financial instruments |
-1.400.937 | -964.218 |
These financial instruments are classified as financial liabilities at fair value through profit or loss.
The following table presents an overview of the fair value of outstanding derivatives, for which hedge accounting is applied as defined under IAS 39. Changes in the fair value of the hedging instrument are recognized in a hedging reserve, classified as 'Revaluation reserve Hedge'.
Fair Value in Euro
| Fair value of instruments through equity (hedge accounting IAS 39) |
Half Year Ended 30/06/2012 | Year Ended 31/12/2011 |
|---|---|---|
| Outstanding FX hedge contracts | - | - |
| Outstanding Interest hedge contracts | -750.454 | -747.991 |
| Outstanding Inflation hedge contracts | - | - |
| Subtotal | -750.454 | -747.991 |
| Deferred tax asset | 255.079 | 254.242 |
| Total, classified under Revaluation reserve Hedge | -495.375 | -493.749 |
F. Long and short term debts
In Euro
| Half Year Ended 30/06/2012 | Year Ended 31/12/2011 | ||||
|---|---|---|---|---|---|
| Secured Loans | |||||
| Bank Loan (in CHF) at floating interest rate, average rate for 1H12 was 2.50% (1); maturing in 2019 |
290.832 | 330.547 | |||
| Bank Loan (in EUR) at floating interest rate, average rate for 1H12 was 2.22% (2); maturing in 2033 |
2.239.988 | 2.293.322 | |||
| Total secured loans | 2.530.820 | 2.623.869 | |||
| Unsecured Loans | |||||
| Unsecured loans (in EUR) at floating interest rate, average rate for 1H12 was 2.13%, maturing in 2013 |
34.500.000 | 39.000.000 | |||
| Total unsecured loans | 34.500.000 | 39.000.000 | |||
| Total debt | 37.030.820 | 41.623.869 | |||
| Current maturities | 34.648.231 | 4.647.913 | |||
| Long-term portion of debts | 2.382.589 | 36.975.956 |
(1) The loan is secured by a mortgage on the building of Bevaix, Switzerland.
(2) A secured loan was concluded for an amount of EUR 3.200.000 to finance the construction of an office building. A mortgage of EUR 3.200.000 is given on the building project.
As per June 30, 2012 there are engagements for the following financial covenants:
For Melexis NV:
Net debt/EBITDA ratio ≤2,5 Tangible net worth/total assets ≥ 35% For Melefin NV: Tangible net worth > EUR75 mln.
As per June 30, 2012 Melexis is respecting all its financial covenants.
G. Other current liabilities
In Euro
| Half Year Ended 30/06/2012 | Year Ended 31/12/2011 | |
|---|---|---|
| Accrued real estate withholding tax | 62.500 | 70.000 |
| Accrued financial services | 145.507 | 119.415 |
| Accrued design services | 755.507 | 858.493 |
| Accrued management services | 373.226 | 194.260 |
| Accrued interests | 111.791 | 237.498 |
| Accrued insurances | 201.380 | 42.900 |
| Product liability | - | 500.000 |
| Other | 1.279.759 | 1.040.387 |
| Total | 2.929.670 | 3.062.953 |
The other current liabilities relates to services rendered by both third party suppliers and affiliated companies for which we did not receive an invoice yet. EUR 2.764.447 refers to third party supplier services and EUR 165.223 refers to rendered services from affiliated companies.
H. Other non current liabilities
In Euro
| Half Year Ended 30/06/2011 | Year Ended 31/12/2011 | |
|---|---|---|
| Liability to Sensata | 1.598.725 | 1.598.725 |
| Investment grant | 1.301.473 | 1.262.261 |
| Total | 2.900.199 | 2.860.986 |
The other non current liability relates to an obligation of repayment for subsidies. Melexis Erfurt received an investment grant for a planned investment project which ended at year end 2009. The allocation of subsidies is based on 'Joint agreement for the improvement of regional economic structures (GA)' and according 'European fund for regional development (EFRE)'.
Since not all agreed criteria were met at the end of the investment period, there is a risk that Melexis Erfurt needs to repay the grant. The repayment of the investment grant threatens at the earliest in the financial year 2017. Because of the long-term character of the provision, a non current liability has been booked for the amount of KEUR 1.301.
The other part of the non current liability relates to the liablility to Sensata. (Note K)
I. Operating segments
Business Segments
Operating segments are presented by business segments, consistent with the information that is available and evaluated regularly by the chief operating decision maker. Melexis conducts the majority of its business activities in the following two areas:
- c Automotive
- c Non-automotive (other)
Operating company management is responsible for managing performance, underlying risks, and effectiveness of operations. Internally, Melexis' management uses performance indicators such as Income from operations (EBIT) and Net result as measures of segment performance and to make decisions regarding allocation of resources. These measures are reconciled to segment profit in the tables presented. The tables below provide the segment information per business segment in the format that is used by management to monitor performance
| Half Year Ended 30/06/2012 | Automotive | Other | Unallocated | Total |
|---|---|---|---|---|
| Product Sales | 101.032.533 | 19.212.345 | 120.244.878 | |
| Other revenues | 291.167 | 25.017 | 316.184 | |
| COS | 52.283.029 | 11.936.769 | 64.219.798 | |
| R&D expenses | 15.751.432 | 3.178.047 | 18.929.479 | |
| G&A expenses | 5.334.566 | 1.076.315 | 6.410.880 | |
| Selling expenses | 3.272.024 | 660.171 | 3.932.196 | |
| Other operating expenses | ||||
| Operational result | 27.068.709 | |||
| Financial results | -561.222 | -561.222 | ||
| Taxes | -3.755.222 | -3.755.222 | ||
| Net result | 22.752.265 | |||
| Segment assets | 111.565.536 | 21.215.300 | 64.130.325 | 196.911.161 |
| Segment liabilities | 135.400.808 | 25.747.815 | 35.762.537 | 196.911.161 |
| Capital expenditures | 7.302.285 | 1.388.602 | 8.690.887 | |
| Depreciations | 6.241.999 | 1.186.978 | 7.428.977 |
Business segment data
In Euro
| Half Year Ended 30/06/2011 | Automotive | Other | Unallocated | Total |
|---|---|---|---|---|
| Product Sales | 94.483.394 | 21.348.132 | 115.831.526 | |
| Other revenues | 563.377 | 196.986 | 760.363 | |
| COS | 48.854.040 | 13.977.738 | 62.831.778 | |
| R&D expenses | 13.326.580 | 3.812.897 | 17.139.477 | |
| G&A expenses | 4.722.514 | 1.351.169 | 6.073.683 | |
| Selling expenses | 2.750.725 | 787.016 | 3.537.741 | |
| Other operating expenses | ||||
| Operational result | 27.009.210 | |||
| Financial results | -1.170.404 | -1.170.404 | ||
| Taxes | -3.544.064 | -3.544.064 | ||
| Net result | 22.294.742 | |||
| Segment assets | 101.176.935 | 22.860.510 | 63.013.632 | 187.051.077 |
| Segment liabilities | 134.981.618 | 30.498.538 | 21.570.921 | 187.051.077 |
| Capital expenditures | 7.281.733 | 1.645.278 | 8.927.011 | |
| Depreciations | 5.099.091 | 1.152.119 | 6.251.210 | |
| Year Ended 31/12/2011 | Automotive | Other | Unallocated | Total |
| Product Sales | 185.102.806 | 43.751.541 | 228.854.346 | |
| Other revenues | 1.212.618 | 594.533 | 1.807.151 | |
| COS | 95.766.128 | 26.685.372 | 122.451.500 | |
| R&D expenses | 26.857.982 | 7.484.016 | 34.341.998 | |
| G&A expenses | 9.806.906 | 2.732.709 | 12.539.615 | |
| Selling expenses | 5.382.469 | 1.499.833 | 6.882.302 | |
| Other operating expenses | ||||
| Operational result | 54.446.083 | |||
| Financial results | -1.166.189 | -1.166.189 | ||
| Taxes | -7.386.270 | -7.386.270 | ||
| Net result | 45.893.624 | |||
| Segment assets | 106.006.376 | 25.056.034 | 47.040.778 | 178.103.189 |
| Segment liabilities | 134.167.991 | 31.712.411 | 12.222.787 | 178.103.189 |
| Capital expenditures | 11.819.021 | 2.793.585 | 14.612.606 |
Information about transactions with major customers
The following table summarizes sales by customer for the 10 most important customers. It consists of the sales to the end customer and not to the subcontractors.
| Half Year Ended 30/06/2012 | Half Year Ended 30/06/2011 | Year Ended 31/12/2011 | |
|---|---|---|---|
| Customer A | 17 | 16 | 17 |
| Customer B | 7 | 6 | 6 |
| Customer C | 5 | 4 | 5 |
| Customer D | 4 | 4 | 4 |
| Customer E | 4 | 4 | 4 |
| Customer F | 4 | 3 | 3 |
| Customer G | 3 | 3 | 3 |
| Customer H | 3 | 3 | 3 |
| Customer I | 3 | 3 | 3 |
| Customer J | 3 | 3 | 3 |
| TOTAL | 51 | 49 | 50 |
In%
51% of total sales for the first half year of 2012, generated
by 10 most important customers, relates to automotive.
Information about geographical areas
The Melexis group's activities are conducted predominantly in Western Europe, Eastern Europe, Asia and the United States.
The table below shows the revenue by origin, this refers to the geographical area in which the entity, which has made the invoice towards the customer, is located.
| Half Year Ended 30/06/2012 | Europe | US | Total |
|---|---|---|---|
| Revenue by origin | 120.561.062 | - | 120.561.062 |
| Segment assets | 196.378.975 | 532.186 | 196.911.161 |
| Half Year Ended 30/06/2011 | Europe | US | Total |
| Revenue by origin | 116.591.889 | - | 116.591.889 |
| Segment assets | 186.337.702 | 713.375 | 187.051.077 |
| Year Ended 31/12/2011 | Europe | US | Total |
| Revenue by origin | 230.661.498 | - | 230.661.498 |
| Segment assets | 177.490.327 | 612.862 | 178.103.189 |
Due to the fact that the production sites are mainly located in Europe, the assets are also centralized in Europe (see table above). In the other geographical areas outside Europe, mainly sales offices are located and therefore less assets are present.
The following table summarizes sales by destination (this refers to the geographical area in which the customer is located. Also equal to bill to address):
In Euro
| Half Year Ended 30/06/2012 |
Half Year Ended 30/06/2011 |
Year Ended 31/12/2011 |
|
|---|---|---|---|
| Europe | 52.237.766 | 49.789.318 | 99.526.374 |
| Germany | 25.300.077 | 22.930.222 | 47.696.569 |
| France | 2.834.283 | 3.350.788 | 6.302.665 |
| United Kingdom | 4.937.814 | 5.059.310 | 9.777.420 |
| Netherlands | 1.676.080 | 1.586.271 | 3.153.790 |
| Ireland | 1.879.801 | 2.606.368 | 4.607.426 |
| Poland | 2.839.805 | 3.058.105 | 6.263.252 |
| Switzerland | 1.581.491 | 2.121.610 | 3.552.999 |
| Czech Republic | 902.590 | 810.625 | 1.796.821 |
| Austria | 4.095.415 | 2.655.376 | 5.344.512 |
| Romania | 3.436.516 | 3.138.277 | 5.728.276 |
| Bulgaria | 313.725 | 634.548 | 1.203.583 |
| Spain | 729.561 | 514.279 | 1.022.053 |
| Other | 1.710.607 | 1.323.539 | 3.077.007 |
| United States of America | 10.909.248 | 9.606.145 | 16.534.442 |
| Asia | 44.456.330 | 44.917.330 | 89.610.723 |
| Japan | 9.559.364 | 8.341.384 | 16.741.735 |
| China | 12.532.421 | 14.339.037 | 28.444.095 |
| Korea | 6.175.017 | 6.512.178 | 12.625.053 |
| Thailand | 10.590.111 | 8.654.763 | 18.237.275 |
| Philippines | 598.141 | 929.461 | 1.439.270 |
| Taiwan | 2.159.610 | 3.135.235 | 6.182.450 |
| India | 1.052.284 | 697.577 | 1.909.260 |
| Singapore | 1.153.349 | 1.593.647 | 2.729.812 |
| Other | 636.032 | 714.048 | 1.301.774 |
| Rest of the world | 12.957.718 | 12.279.096 | 24.989.958 |
| Total | 120.561.062 | 116.591.889 | 230.661.498 |
J. Related parties
1. Shareholders' structure and identification of major related parties
Melexis NV is the parent company of the Melexis group that includes following entities which have been consolidated:
| Melexis Inc | US entity |
|---|---|
| Melexis Gmbh | German entity |
| Melexis Bulgaria Ltd. | Bulgarian entity |
| Melexis BV | Dutch entity |
| Melexis Ukraine | Ukraine entity |
| Melexis Technologies SA | Swiss entity |
| Melexis French branch | French branch |
| Sentron AG | Swiss entity |
| Melefin NV | Belgian entity |
| Melexis Technologies NV | Belgian entity |
| Melexis Philippine branch | Philippine branch |
| Melexis Japan | Japanese Entity |
| Melexis Hong Kong | Chinese branch |
| Melexis Electronic Technology Co. Ltd | Chinese entity |
The shareholders of Melexis NV are as follows:
Since January 1st, 2006, Xtrion NV is the main shareholder of Melexis NV, as a result of the partial split of Elex NV into Elex NV and Xtrion NV. Xtrion NV owns 53,58% of the outstanding Melexis shares .The shares of Xtrion NV are held directly and/or indirectly by Mr. Roland Duchâtelet, Mrs. Françoise Chombar and Mr. Rudi De Winter. Elex NV is 99,9% owned by Mr. Roland Duchâtelet. One share is hold by Mr. Roderick Duchâtelet.
Xtrion NV owns 59% of the outstanding shares of X-FAB Silicon Foundries SE, producer of wafers, which are the main raw materials for the Melexis products. X-FAB -Silicon Foundries SE sells the majority of its products also to third parties.
Per 4 May 2011 Epiq NV sold its subsidiaries in Bulgaria, Mexico and Czech Republic to the Philipinian company IMI. As a result of this transaction these companies are no longer affiliated companies. Epiq NV, 100% owned by Elex NV, has one subsidiary left in France.
Melexis, as in prior years, purchases part of its test equipment from the XPEQT Group. XPEQT Group develops, produces and sells test systems for the semiconductor industry. XPEQT Group is owned by Mr. Roland -Duchâtelet (60%) and Mrs. Françoise Chombar (40%), CEO of Melexis NV.
During the year 2012 no transactions took place which can create a potential conflict.
2. Outstanding balances at 30th June 2012
The following balances were outstanding:
Receivables of:
In Euro
| Half Year Ended 30/06/2012 | Year Ended 31/12/2011 | |
|---|---|---|
| Elex | 5.945 | 4.130 |
| Xtrion | 13.794 | -1.375 |
| Epiq group | 236.903 | 69.096 |
| X-fab group | 6.963.021 | 379.211 |
| Xpeqt group | 267.181 | 271.597 |
| Other | - | - |
| Total | 7.486.843 | 722.660 |
Payables to:
In Euro
| Half Year Ended 30/06/2012 | Year Ended 31/12/2011 | |
|---|---|---|
| Elex | 57 | - |
| Xtrion | 85.915 | 36.793 |
| Epiq group | - | - |
| X-fab group | 3.869.370 | 4.487.492 |
| Xpeqt group | 608.399 | 592.304 |
| Other | - | - |
| Total | 4.563.741 | 5.116.589 |
Long term receivable:
In Euro
| Half Year Ended 30/06/2012 | Year Ended 31/12/2011 | |
|---|---|---|
| X-fab group | 520.000 | 520.000 |
3. Transactions during the year
In the course of the year, following transactions have taken place:
Sales/ purchases of goods and equipment
In Euro
| Sales to | Half Year Ended 30/06/2012 | Year Ended 31/12/2011 |
|---|---|---|
| Epiq group (mainly ICs) | 389.850 | 4.418.130 |
| Xpeqt group | 25.788 | 5.255 |
| X-fab group (mainly test & assembly services) | 217.295 | 259.925 |
In Euro
| Purchases from | Half Year Ended 30/06/2012 | Year Ended 31/12/2011 |
|---|---|---|
| X-fab group (mainly wafers) | 32.529.767 | 62.946.078 |
| Epiq group (mainly assembly) | - | - |
| Xpeqt group (mainly equipment and goods) | 2.101.912 | 3.942.063 |
| Xtrion (mainly IT infrastructure) | 170.767 | 399.917 |
Sales/purchases of services
In Euro
| Sales to | Half Year Ended 30/06/2012 | Year Ended 31/12/2011 |
|---|---|---|
| Elex (mainly R&D services and rent) | 9.000 | 37.704 |
| Xpeqt group (infrastructure office building) | 44.813 | 290.148 |
| Epiq group (infrastructure office building) | 9.000 | 37.923 |
| Xtrion (infrastructure office building) | 22.800 | 97.383 |
| X-fab group | 2.400 | 945.859 |
In Euro
| Purchases from | Half Year Ended 30/06/2012 | Year Ended 31/12/2011 |
|---|---|---|
| Xtrion NV (mainly IT and related support) | 479.407 | 1.434.603 |
| Elex (mainly IT and related support) | 115.850 | 158.606 |
| Epiq group | - | - |
| Xpeqt group | 582.722 | 1.046.281 |
| X-fab group | 581.406 | 1.506.372 |
The Board of Directors and the Audit Committee have reviewed and analyzed the major transactions and concluded these transactions are within the normal course of business and that there are sufficient elements to conclude that the remuneration is based on arm's length principles.
K. Commitments & estimated liabilities
Purchase commitments
The group had commitments for a total of EUR 4.795.282 as per June 30, 2012. This consists mainly of infrastructure investments for the new building in Ieper.
Estimated liability
Sensata Technologies and Melexis announced on April 2, 2009 the signing of an agreement to sell Sensata's Vision business to Melexis.
Melexis agreed to purchase inventory and IP related to the Vision business. First a fixed amount of USD 372.000 has been paid in 2009 for the acquired assets (inventory); secondly, Melexis is bound to pay a fixed amount per sold Image sensor over a period of 5 years, started September 30, 2009 and ending at December 31, 2013. The latter estimated liability is accounted for as 'Other non current liabilities' in the unaudited condensed consolidated interim statement of financial position. The long term liability at June 30, 2012, amounting to EUR 1.598.725 (Note I), represents the net present value of the expected future payments towards Sensata, based on expected sales of the Image Sensor over the next 1,5 years.
L. Business Combinations
No business combinations in first half year of 2012.
M. Litigation
(1) Melexis Technologies NV was involved in two related disputes with one and the same customer, one as claimant and one as defendant. As a mutual agreement was reached, both court cases were closed in 2010. The outstanding long-term receivable of EUR 2,5 million is no longer under dispute with this customer. The receivable is accounted for in the consolidated statement of financial position as other non current asset as it will be fully repaid by the end of 2014.
(2) Melexis is involved in a patent claim because another party was seeking compensation for IP related to a patent on magnetic angle sensing they acquired. As there is prior art on the domain, the Melexis technology was developed in house, the Melexis sensor is different in its functioning and protected by our own patents, Melexis is defending its position in court. On December 9, 2010, the Federal Patent Court in Munich, the only competent German court for judging patent validity, rendered its verdict on the patent nullity case initiated by Melexis in March 2009 against the austriamicrosystems patent claim. In 1st instance, the Court declared all attacked patent claims (1-3 and 5-14) as null and invalid based on the prior art submitted by Melexis. This decision has been appealed at the Federal Supreme Court (Karlsruhe). The invalidation of all relevant claims of the austriamicrosystems patent takes away the basis for the earlier judgment in the parallel patent infringement case judged in Düsseldorf on May 10, 2010 (1st instance) and against which Melexis has lodged an appeal with the Higher Regional Court of Düsseldorf.
(3) Melefin NV (a daughter company of Melexis NV) has taken KBC Bank to court in relation with a dispute regarding an investment by Melexis in CDO's issued by KBC Bank. Melexis invested in 2006 15 million euro in these CDO's. By 2009, Melexis had to write off the full investment as the underlying assets had no more value. Melexis requests the full repayment of the initial investment and the lost interest income.
Shareholder information
- c Listing Euronext
- c Reuters ticker MLXS.BR
- c Bloomberg ticker MELE BB
3.1 Shareholder structure
Situation on June 30, 2012.
| Company | Number of Shares | Participation Rate |
|---|---|---|
| Xtrion | 21.644.399 | 53,58% |
| Fidelity Mgt&Res | 3.325.000 | 8,23% |
| Treasury Shares | 306.005 | 0,76% |
| Public | 15.124.596 | 37,43% |
| Total | 40.400.000 | 100,00% |
3.2 Shareholder contact info
Investor Relations
Phone: +32 13 67 07 79 Fax: +32 13 67 21 34 Rozendaalstraat 12, B-8900 Ieper, Belgium www.melexis.com/investor.asp
3.3 Financial calendar 2012
| Announcement of Q3 results | October 17th, 2012 |
|---|---|
| Announcement of Full Year Results | February 6th, 2013 |
3.4 Dividend Policy
Taking into account the current and future cash flow situation and if no rewarding investment opportunities can be found, Melexis NV intends to pay out regular (interim-) dividends, in order to maximize the return on equity for its shareholders.
Gross (interim-) dividend paid out per share in
- 1999: EUR 0,30 interim dividend
- 2002: EUR 0,50 interim dividend
- 2003: EUR 0,50 interim dividend
- 2004: EUR 0,2762 dividend and EUR 0,7238 capital decrease
- 2005: EUR 0,50 interim dividend
- 2006: EUR 0,50 interim dividend
- 2007: EUR 0,60 interim dividend
- 2008: EUR 0,60 interim dividend
- 2009: no dividend
- 2010: EUR 0,30 interim dividend
- 2011: EUR 0,60 interim dividend
The Board of Directors decided to pay out an interim dividend of EUR 0,65 gross per share, payable as from October 25, 2012.
Statutory Auditor's limited review opinion on the unaudited condensed consolidated interim financial statements of Melexis NV for the six month period ending 30 June 2012
Glossary
Earnings per share
Profit attributable to equity holders of Melexis divided by the weighted average number of ordinary shares.
Earnings per share diluted
Profit attributable to equity holders of Melexis divided by the fully diluted weighted average number of ordinary shares.
Revenue
Product sales + Revenues from Research and Development
EBIT (Earnings Before Interests and Taxes)
Turnover/Sales – Cost of sales – Research and development expenses – General and administrative expenses – Selling expenses – Other operating expenses
EBITDA (Earnings Before Interests and Taxes + Depreciation, amortization and impairment)
EBIT + depreciation, amortization and impairment.
Shareholders' equity
Shareholders' capital + retained earnings (inclusive current year's result) +/- reserves (reserve treasury shares, revaluation reserve hedge, revaluation reserve fair value, legal reserve) +/- Cumulative translation adjustment.
Net Indebtedness
Current portion of long-term debt + long-term debt less current portion + bank loans and overdrafts – current investments - cash and cash equivalents
Working capital
(Total current assets – Cash and cash equivalents - current investments) – (current liabilities – bank loans and overdrafts – current portion of long-term debt – derivative financial instruments)
Net cash from operating activities
Net Result +/- adjustments for operating activities +/ changes in working capital
Capital expenditure Investments in Property, Plant and Equipment
ROE (Return On Equity)
Net Income/Shareholders' equity
Liquidity Current assets/current liabilities
Solvency
Shareholders' equity/total assets
Design and lay-out: www.magelaan.be