Annual Report • Mar 10, 2016
Annual Report
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A new One Campus and a great 'One Team' of motivated people, around the globe
A strong, forward-looking management team and Board of Directors
A solid technology foundation and revolutionary, new solutions that find their way to existing as well as new markets
A clear strategy, solid financials, and an ambitious sustainability plan
We're moving forward to the Next Barco, more committed than ever to become a global technology leader.
Dear Shareholders, Customers, Partners and Colleagues,
It is with pride that we announce that 2015 was another billion-euro year for Barco – a remarkable performance, given the streamlined and lighter configuration of the company as of January 2015.
The good performance was reflected in a record-level order book, a 20% increase in orders, a 13% increase in sales, and a good 7.2% in EBITDA margin contribution.
Our continued focus on operational excellence helped us also to improve our inventory levels and DSOs and generated a healthy 110 million euro cash flow driving our net cash position north of 250 million euro.
In parallel with the overall good performance, 2015 was also a year marked by a number of vectors of change, which we gladly share below. Each and every one of these events is shaping Barco's evolution and driving its strategy to be a global technology leader.
Each milestone event is shaping Barco's evolution and driving its strategy to be a global technology leader.
In January 2015, Barco finalized the sale of its Defense & Aerospace division to Esterline. At the same time, we regrouped our global resources to focus on three core markets − Entertainment, Enterprise and Healthcare − in which we can establish and maintain a global leadership position.
The proceeds from the sale have substantially strengthened our company's cash position and are now being used to fund growth initiatives and acquisitions in our three core divisions. Our acquisition of Advan, for example, fits into the strategy to grow our market share in the healthcare sector and to reinforce and expand our partnerships with leading integrators in the healthcare domain worldwide.
In the past year, we have been expanding our commercial reach and technology portfolio in line with our vision to offer best-in-class networked visualization solutions, enabling customers to run their businesses more effectively.
While projection and display technologies remain a core component of our business proposition, 2015 delivered further proof of Barco's move beyond visualization into networking and collaboration. Connectivity hardware and software solutions that enable the distribution of images/data streams and foster collaboration − such as ClickShare, Nexxis and now also OpSpace − are increasingly becoming core assets in our value proposition.
Besides these investments in Barco's next-generation products, we are now also exploring new business models that complement the current
CAPEX-based approach and will allow additional customers to acquire and invest in new Barco technology.
In order to enhance transparency, Barco also decided to put an end to its capitalization methodology and stop capitalizing product development expenses. This measure, which met with great approval in our investment community, will undoubtedly result in a leaner company balance sheet and more transparent reporting. However, with outstanding development expenses still being amortized in 2015 and into 2016, the bottom-line results will be temporarily subdued.
2015 delivered further proof of Barco's move beyond visualization into networking and collaboration.
This objective was also strengthened by the Board opting for a restructuring and impairment exercise for the control rooms and patient care activities.
With the turn of the year to 2015, Barco said farewell to its retiring Director and Chairman, Mr. Herman Daems, and welcomed Mr. Charles Beauduin as the new Chairman of our Board of Directors.
Through his company, Van de Wiele NV, Mr. Beauduin became Barco's new reference shareholder and increased his position in 2015 to a 15% stake.
In addition to Mr. Beauduin, Barco's Board also welcomed Mr. Frank Donck in 2015. Mr. Donck brings a wealth of experience to our Board, boasting a strong background as investment banker, owner of 3D NV - a new Barco shareholder - and director of a wide range of international companies.
We welcome these new reference shareholders and board members, as well as the commitment of other value-oriented shareholders, and are confident that they fully support our strategy and our executive team. They will help us deal decisively with our challenges and identify opportunities to drive this company's growth.
Barco delivered a solid performance in 2015, with substantial sales growth and an exceptional uptake in incoming orders. In addition, we delivered on the promise to raise the EBITDA results. 2015 also revealed a number of drivers for future growth, such as ClickShare and the digital operating room, while several other key strategic initiatives were set in place.
• The Healthcare division started reaping the fruit of its investments in Nexxis, our digital operating room solution. This solution is now up and running in over 500 European operating rooms and a growing number of worldwide partners are embracing the solution, thus strengthening its foothold in today's increasingly digital operating rooms and hospitals.
As we witnessed the world reach an ambitious climate agreement in Paris in December 2015, Barco kicked off its sustainability program with a carbon footprint assessment and a first submission to the Carbon Disclosure Project (CDP).
In many departments, initiatives are underway to help reduce our footprint in mobility, transport and product emissions. We are convinced that our sustainability efforts will help us become a futureproof company, with a smaller ecological footprint, while offering new opportunities to create sustainable value.
Barco is also preparing for the future by making solid investments (money and time) in a harmonized, worldwide IT infrastructure ('One Platform') and in One Campus, a brand-new, centralized Barco site in Belgium.
Our 'One Platform' project was successfully rolled out in Belgium in July 2015, thus expanding the foundation for a single global Barco ERP backbone. With Belgium and India converted to SAP, SAP now supports 60% of our transactions as well as the global common consolidation. The remaining sites and departments will gradually move to SAP in the coming two years.
The other key project in 2015, which served as a unifying theme in our Belgian operations, was the construction of our One Campus, which is now our new headquarters and home for our Belgian colleagues. Barco can be extremely proud of the One Campus project − more than a landmark building, it embodies a new, innovative way of working, triggering greater operational efficiency and delivering an attractive work environment in which we love to work and proudly welcome all of our stakeholders.
It has been a huge undertaking to bring both projects to successful completion, yet we are convinced it has been worthwhile and will drive Barco's success and performance in the future. Allow me to thank everyone warmly for their great contributions!
Finally, I'd also like to add a word about our 'Think Sales' initiative, which is focused on ensuring successful value selling through increased discipline and precision in the entire Barco organization. This particular initiative is starting to deliver increased value to our customers. Moreover, it's creating better synchronization between front-line and back office, resulting in shorter lead times, happier customers and lower inventories.
In the past few years, Barco has advanced on its strategy to prepare the company for the next growth stage − moving beyond visualization into networking and collaboration. We are committed to following this course throughout 2016 and beyond to create sustainable value for all of the businesses in the core markets we serve.
To further drive this transformation and realize the company's full potential, the Board continues to keep the majority of our financial resources in the company, making them available for future growth investments. By raising our dividend to €1.75 per share, we want to express our gratitude to our shareholders for supporting us as we continue shaping the company towards sustainable profitable growth.
On behalf of the entire Board of Directors, I wish to warmly thank everyone who has contributed to Barco's successful year: our employees for their loyalty and dedication, and our shareholders, customers and business partners for their continued confidence and trust. Let's make 2016 just as successful.
Eric Van Zele
CEO
16-27
28-35
36-55
| PUTTING THE CUSTOMER AT THE HEART OF HEALTHCARE |
THE FUTURE IS BREAT TOR 4K |
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| LEASED THERE CO. | COMMERCE |
| Arrest Miller In Africa | |
| to 4-cours in DESIGN the four-following developing includes a detector and therefore the structure |
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| Barnette Committee | the first way that the con- |
| LETTER FROM THE CEO. | 4 | |||
|---|---|---|---|---|
| KEY FIGURES. | 12 | |||
| FINANCIAL HIGHLIGHTS | 14 | |||
| OUR COMPANY. | 17 |
| Company profile. . | 18 | |||||
|---|---|---|---|---|---|---|
| Our technology. | 22 |
| OUR STRATEGY. | 28 | ||||||
|---|---|---|---|---|---|---|---|
| Our ambition. . | 30 | ||||||
| Our objectives 2015 | . 32 | ||||||
| Our objectives 2016 and beyond. | 34 |
| Entertainment | 38 |
|---|---|
| Our core business? The constant | |
| pursuit of the `wow' factor. | 40 |
| Enterprise. . | 44 |
| Driving collaboration and | |
| conveying knowledge in quickly | |
| changing markets | 46 |
| Healthcare. . | 50 |
| We're all back to growth. . | 52 |
56-69
70-119
122-206
| OUR SUSTAINABILITY PLAN | . 57 | |||||
|---|---|---|---|---|---|---|
| Our people. | 60 | |||||
| Our community | 64 | |||||
| Our planet. | 66 |
| DIRECTORS' REPORT | . 70 | |
|---|---|---|
| Corporate governance statement. | 73 | |
| Comments on the results. 98 | ||
| Information about the share. . | 110 |
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| BARCO CONSOLIDATED. | 122 |
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| financial statements. . | 139 |
| AUDITOR'S REPORT | 201 |
| BARCO NV. | 202 |
| Contact information | 206 |
KEY FIGURES
ORDERBOOK
ORDERS
REPORTED CONTINUED
SALES
| IN MILLIONS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Orders | 1,043.7 | 869.4 | 993.4 |
| Order book | 333.2 | 302.2 | 334.5 |
| Net Sales | 1,028.9 | 908.4 | 1,008.5 |
| Gross Profits | 360.5 | 304.7 | 336.8 |
| Gross Profit Margin | 35.0% | 33.5% | 33.4% |
| Adjusted EBITDA | 74.1 | 59.7 | 78.2 |
| EBITDA margin | 7.2% | 6.6% | 7.7% |
| EBIT (1) | 1.7 | 30.9 | 70.6 |
| EBIT Margin | 0.2% | 3.4% | 7.0% |
| Net Income | 17.4 | 23.9 | 57.1 |
| Net Income Margin | 1.7% | 2.6% | 5.7% |
| EPS (in euro) | 1.45 | 1.96 | 4.68 |
| Diluted EPS (in euro) | 1.41 | 1.92 | 4.53 |
| IN MILLIONS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Equity | 611.7 | 594.6 | 579.4 |
| Balance Sheet Total | 1,140.3 | 1,075.4 | 1,047.8 |
| Free cash flow | 110.3 | 14.9 | 60.2 |
| Net financial cash/(debt) | 265.0 | 63.4 | 104.5 |
| Operating capital employed | 220.6 | 299.0 | 252.1 |
| Net working capital | -21.0 | 44.4 | 2.8 |
| Personnel on 31 December (2) (FTE) | 3,361 | 3,245 | 3,379 |
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| DSO | 58 | 63 | 50 |
| Inventory Turns | 3.6 | 2.9 | 3.7 |
| DPO | 69 | 64 | 54 |
| ROCE | 0% | 6% | 16% |
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| Gross dividend | 1.75 | 1.60 | 1.50 |
| Gross dividend yield (a) | 2.8% | 2.6% | 2.6% |
| Yearly return (b) | 8.5% | 5.4% | 6.6% |
| Pay-out ratio (c) | 130.9% | 74.8% | 34.1% |
| Price/earnings ratio (d) | 42.5 | 29.7 | 11.7 |
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| Average closing price | 58.37 | 56.19 | 59.96 |
| Highest closing price | 64.26 | 59.39 | 69.95 |
| Lowest closing price | 53.54 | 52.01 | 52.58 |
| Closing price on 31 December | 61.6 | 58.24 | 56.7 |
| Average number of shares traded daily (e) | 22,189 | 31,962 | 29,213 |
| Stock market capitalization on 31 December (in millions) | 801.6 | 756.5 | 736.5 |
| Number of shares (in thousands) | 13,016 | 12,988 | 12,989 |
(a) Gross dividend / closing rate on 31 December 2015 (b) Increase or decrease share price + gross dividend, divided by closing share price of previous year (c) Gross dividend x number of shares on 31 December / net result (d) Share price 31 December / net result per share e) The average number of shares traded daily for 2013 is taking into account the trades on on Euronext as well as registered trades on other lit venues and alternative platforms such as BATS, Chi-X, Turquoise and Equiduct.
OUR TECHNOLOGY page 22
Barco is a global technology leader that develops networked visualization solutions for the entertainment, enterprise and healthcare markets. Our solutions help people to enjoy compelling entertainment experiences; they foster knowledge sharing and smart decision-making in organizations and help hospitals provide their patients with the best possible healthcare.
* Approximate percentages based on sales 2015
* Europe, Middle East, Africa
SITES
R&D AND/OR MANUFACTURING
* Number of full-time equivalents (FTEs), excluding temporary workforce (Database Corporate Associates per 31/12/2015) **EMEA: Europe & Middle East
For over 80 years, technological innovation and agility have been the cornerstones of growth at Barco. Yet in today's fast-paced, pressure-packed business climate, it may even be more crucial to embrace innovation than in the early Barco years. Building on years of experience and expertise in imaging, Barco invests generously in R&D in order to fuel the innovation pipeline and consolidate its market position.
We bring to market a suite of software-enabled systems, including networking and cloud-based capabilities. Result? All-round connectivity for uninterrupted, shared, and mobile access to data, anytime, anywhere.
chip DLP® technology and brightness levels of up to 60,000 lumens, in 2D and 3D, our high-end and mid-segment projector models can be used for meeting rooms, digital cinema, post-production, virtual reality, simulation
"A global technology company", that is how Barco describes itself. For over 80 years, technological boldness has indeed been one of Barco's recipes for success. So what is the technology that made us the company we are today? And what is the technology roadmap ahead? We gathered our heads of product development around the table for an inspiring dialog.
"Prior to joining Barco, I worked in television. I thought that my former company knew all about imaging, pixels and image processing. Yet now, at Barco, I'm still amazed every day about the in-house knowledge of image processing," kicks off Tom Sys, VP Product Development of the networking division. The tone is set: these three men are confident that Barco is a breeding ground for innovation, as it has always been.
"After the first few years as a radio expert, Barco started making television prototypes. So our expertise in display technology goes back decades," says Johan Fornier, who heads up product development for the healthcare division. "Barco made a name for itself through its innovative use of CRTs, which we swapped for LCD around ten years ago. To be clear: we don't make the LCD technology itself. We purchase it from trusted suppliers and add specific technology and features that make it a Barco display. As we're developing displays for clinical use, the bar is set high."
"Every new product development starts from the customer/market needs," Johan continues, "which is, I admit, not always easy for us. Engineers typically strive to challenge themselves; to evolve and come up with new technologies and products. Yet as there is nothing worse than technology for technology's sake, we constantly question ourselves: how can we use technology to deliver something people actually need and want?" He illustrates this with an example: "Just recently, one of our competitors launched an extremely bright medical display. We could have done the same, yet we are not convinced that the industry really needs super bright displays. So we've now ordered a clinical study to gauge the need."
The flagship Coronis Uniti™ display system is a fine example of how Barco's medical displays meet market needs. Johan: "Coronis Uniti™ incorporates cutting-edge technology, but at the same time it really helps healthcare providers deliver better healthcare outcomes at lower cost – which is one of the main challenges of hospitals today. This approach is the way forward for Barco. Optimizing the clinical
relevance of our displays, while also looking for cost-reduction measures through value engineering, is a must to retain our leadership. Especially in a market where the prices are dropping."
Any new display technologies around the corner? "OLED TV is now hitting the consumer market. Over the past few years, we've seen many consumertechnologies enter the corporate world so Barco is really looking into this trend, exploring the pros and cons, talking to suppliers, etc. to make sure we're ready if the market is."
As there is nothing worse than technology for technology's sake, we constantly question ourselves: how can we use technology to deliver something people actually need and want.
Johan Fornier VP Product Development of the healthcare division
"The fact that new technology trickles down from the consumer to the business world is indeed a step-change difference from our earlier years," Ignace Rombaut, VP Product Development of the projection division. "Take the step to 4K. Now that 4K TVs are entering people's living rooms, 4K displays will become the standard. Our 4K surgical displays prove to be extremely valuable to support surgeons during minimal invasive procedures. But we are also preparing a full 4K-capable projector portfolio. Committed as we are to remaining the market leader, we've just launched our first model at ISE2016."
4K-capable projectors are, however, a far less revolutionary development than laser projection, says Ignace: "The cinema industry has been relying on xenon lamp technology for over 60 years now. Lamp-lit projectors, however, have difficulty keeping up with the demand for ever more brightness; their output fades over time and bulbs need frequent replacement. Hence our resolute choice for laser projection technology."
Barco has been at the forefront of laser projection developments since 2008. Based on their deep-rooted expertise in display and projection techniques, the projection R&D team worked hard to build the ultimate projector from the ground up. "During the design, we actively sought to solve roadblocks to the adoption of laser projection technology. That's how we developed a patented technology to minimize laser speckle, making sure that our laser projectors provide superior 2D and 3D images on both white and silver screens," Ignace explains.
Barco's powerful laser innovation roadmap includes both the Flag ship Laser series (RGB - Red, Green, Blue – projectors) and laser phosphor projectors. While the Flagship Laser projectors enable light outputs up to 60,000 lumens and dramatically improve con trast, uniformity and stability, the main benefit of laser phosphor technology is its low operation cost and low maintenance: users never have to swap a lamp again. Ignace: "We're really confident that laser projection is the future, on account of its image quality and low operational cost. On top of that, laser also offers environ mental benefits: as today's projector lamps are Ultra High Pressure (UHP) lamps, which contain mercury – a toxic substance –, chances are that they will be banned within a few years. Our portfolio is definitely ready for the switch!"
We're really confident that laser projection is the future. Our portfolio is definitely ready for the switch!
As a leader in display and projection technology, Barco has also made substantial investments in its connectivity portfolio, over the past few years. Tom Sys: "Barco has always realized that a control room is not just a collection of displays and video walls. In 2007, a small R&D team started looking into the technology needed to collect and distribute input from different sources, correlate it and visualize it in perspectives. At that point, we decided to use IP technology as a standard. While there were some doubts in the beginning – networks were often not powerful enough to distribute video, for example. –, it now appears to have been a smart, even visionary, choice."
Ignace Rombaut, Tom Sys & Johan Fornier, Barco's heads of product development
These days, Barco's networked visualization platform manages millions of different inputs. The data is distributed and displayed inside and increasingly also outside the control rooms, on many different devices. "While in years past, we bundled our connectivity solutions and our video walls to offer a total solution, networked visualization is now also available as a standalone Barco solution. The possible applications are unlimited," Tom continues. "Our video-over-IP platform Nexxis, which we specifically designed for the digital operating room (OR), is one concrete, successful example. Nexxis helps hospitals share uncompressed, high-resolution video (and audio) in and between ORs. In this way, it offers huge opportunities to foster collaboration between surgeons or to share knowledge between surgeons and students, for example. By the way, by choosing IP technology, which is very flexible and open, for the operating room, we have made it easy for hospitals to integrate 4K imaging."
Tom confirms that his product development team, just like Johan's, also increasingly pays attention to the real needs and wants of the marketplace: "OpSpace, for example, the operator workspace that we've just launched, was developed to meet an existing market need: make life easier for control room operators and help them raise their productivity. In fact, that's also how ClickShare was born. We assembled a dedicated team of R&D, sales and marketing people and talked to companies and resellers to disusses meeting habits, challenges and wishes. Based on these understandings, we developed a first concept, which was again tested, reviewed and then fine-tuned." As we all know, ClickShare became an instant success story.
"In summary, Barco's solid imaging experience and expertise is a great foundation for our company to expand its product portfolio and thrive. By bundling this with customer-centric development processes and the right strategic choices, we're set to achieve our ambition of becoming the global market leader in collaborative visualization systems," Tom concludes.
OUR OBJECTIVES 2015
Page 30
page 32
OUR OBJECTIVES 2016 AND BEYOND
page 34
Our ambition is to be a global leader in collaborative visualization systems for professional use. We wish to achieve that ambition by offering best-in-class, networked visualization solutions that help our customers run their businesses more effectively.
In order to realize our ambition, we have worked hard, over the past few years, to consolidate our global leadership and gear up for growth in networked visualization. Thanks to these efforts, Barco now has a strong foundation for further growth.
Based on our seven core assets (people, operational excellence, global presence, strong brand, technology leadership, solid financials and leadership in core markets), we are now taking the Barco strategy to the next level, driving our growth and strengthening our global leadership position in three key markets: Entertainment, Enterprise and Healthcare.
| GENERAL OBJECTIVES | ENTERTAINMENT | ENTERPRISE | |
|---|---|---|---|
| Leverage the install base in cinema and increase service revenue |
Develop/introduce a new platform for connectivity and collaboration in control rooms |
||
| MARKET | Focus on core markets | Grow market share in large-venue fixed installations | Explore synergies in corporate and control rooms |
| LEADERSHIP | Broaden the product offering Explore adjacent markets |
Launch initiatives to transform the cinema experience | Expand existing portfolio of meeting room solutions (incl. ClickShare) |
| Diversify the product portfolio in Venues & Hospitality with image processing |
|||
| Strengthen laser leadership in cinema | Drive innovation for video walls | ||
| TECHNOLOGY LEADERSHIP |
Strengthen our technology leadership in visualization, connectivity and interactivity |
Use networking and LED expertise to strengthen value proposition in Venues & Hospitality |
Innovate projector portfolio (solid state, network) |
| Develop unified collaboration platform | |||
| Strengthen foothold in China, India and Latin America (cinema) |
Invest in the channel (corporate) | ||
| GO-TO-MARKET | Expand our geographical footprint Develop our channel strategy Explore value creation models |
Drive profitability of control rooms | |
| Continue the rollout of One Platform | |||
| OPERATIONAL EFFICIENCY |
Optimize the organization and continue to focus on operational excellence |
Bring all the activities in Belgium together in the new One Campus |
|
| Continue to focus on increasing inventory turns |
Our growth strategy, which focuses on global leadership, is deployed along three vectors: market leadership, technology leadership and go-to-market. To support these three strategic axes, we create value through a continued focus on operational excellence.
| ENTERPRISE | HEALTHCARE |
|---|---|
| Develop/introduce a new platform for connectivity and collaboration in control rooms |
Leverage leadership in diagnostic imaging with Coronis UnitiTM |
| Explore synergies in corporate and control rooms | Re-launch Interactive Patient Care solution |
| Expand existing portfolio of meeting room solutions (incl. ClickShare) |
|
| Drive innovation for video walls | Strengthen the Nexxis offering and expand the opportunity space with more 4K capabilities |
| Innovate projector portfolio (solid state, network) | |
| Develop unified collaboration platform | |
| Invest in the channel (corporate) | Develop modality business in China and emerging markets |
| Drive profitability of control rooms | Build partnerships to grow digital OR footprint |
| Increase profitability | |
| GENERAL OBJECTIVES | ENTERTAINMENT | ||
|---|---|---|---|
| Continue to leverage the install base of +60,000 cinema projectors |
|||
| MARKET LEADERSHIP |
Focus on core markets Broaden the product offering Explore adjacent markets |
Remain the premium player worldwide and defend leadership position in China |
|
| Continue to drive leadership in laser with more | |||
| installations worldwide in cinema and Venues & Hospitality | |||
| TECHNOLOGY LEADERSHIP |
Strengthen our technology leadership in visualization, connectivity |
Drive more momentum on the Escape format and in the high-end residential segment |
|
| and interactivity | Get the LED solution and smart software off to a successful kick-off in the Retail & Advertising space |
||
| Strengthen the channel strategy and create more inroads for the fixed install market in Venues & Hospitality |
|||
| GO-TO-MARKET | Expand our geographical footprint Develop our channel strategy Explore value creation models |
Develop a number of first wins and upgrade the Barco Capital offering |
|
| Move Barco headquarters into One Campus and start reaping the efficiency benefits of the investment | |||
| OPERATIONAL EFFICIENCY |
Continue the rollout of One Platform |
Keep the discipline in inventory management and lower freight emissions and associated costs
For each of our three markets, the current business activities are providing strong fundaments for the future. Yet, as we initiated in 2015, we want to step up our strategy up to include growth initiatives in our core markets, which will help grow sales and boost profit in the years to come, and by investing in selected mergers and acquisitions.
| ENTERPRISE | HEALTHCARE |
|---|---|
| Defend and strengthen our market share in control rooms and deploy OpSpace |
Increase market share with Coronis Uniti™ |
| Continue to lead the market in wireless presentation with ClickShare's expanded product portfolio |
Scale up in the surgical market |
| Explore new adjacent markets like Education | Explore new adjacent applications in the healthcare market |
| Deploy the new OpSpace platform for control rooms with a number of reference customers |
|
| Expand the application domains within Corporate | |
| Further strengthen and deepen our distribution channels for ClickShare worldwide, incl. IT channels |
Develop the modality business in China and emerging markets |
| Strengthen the focus on China with control rooms | Expand and deepen the partnerships for the digital OR |
ENTERTAINMENT Page 38
ENTERPRISE page 44
HEALTHCARE page 50
Whether in cinemas, concert halls or museums; at attraction parks, music festivals or in retail and advertising: the world expects Barco to deliver premium experiences that wow everyone involved. That's why we develop the most advanced projectors, LED walls, image processing solutions and sound solutions. And we are constantly looking for new ways to immerse the people of today and tomorrow in their entertainment experience.
Enable everyone to enjoy compelling experiences, everywhere, any time
Approximate distribution based on sales 2015
An impressive 270 Barco laser projectors were installed and committed (including IMAX) in 2015.
Launched in 2015, the compact DP2K-6E brings digital cinema projection to small and independent cinemas.
Our new 18,000-lumen laser phosphor cinema projector is 3x brighter than all other phosphor solutions on the market.
Thanks to their optical efficiency, our laser phosphor projectors help exhibitors save 50% on their electricity bill.
China's movie industry grew by 48% in 2015; which is faster than any other country's anywhere, any time, ever.
Barco Silex won a Technology & Engineering Emmy® Award
All together, our laser solutions can cover 60 to 70% of all cinema projection needs.
Wim Buyens General Manager Entertainment & Corporate
2015 was a record year at the world's box offices and a blockbuster year for our Entertainment division – the team behind Barco's digital cinema solutions. The connection between both seems fairly obvious … or are there other secrets to the success of Barco's entertainment solutions? How did the other entertainment activities perform? And what is the roadmap ahead? We asked Wim Buyens, General Manager of the Entertainment division.
50% of all digital cinema projectors installed worldwide were Barco-made in 2015, so we indeed did great. While most of the units sold were still lamp-based, our Flagship Laser projector is finding its way to movie theaters. By the end of 2015, over 70 systems were committed and installed; 270 even if you include the IMAX theaters.
We invested heavily in R&D to make our laser-illuminated projectors the best performing solutions on the market. They are exceptionally bright, DCI-certified and no other manufacturer offers a range this broad. In 2015, we expanded our Flagship Laser series with laser phosphor projectors, the top model of which offers an impressive 18,000 lumens. Thanks to our retrofit kits, cinema owners can sim-
ply replace their lamp house with a laser phosphor module. All together, our laser solutions can cover 60 to 70% of all cinema projection needs. Believe me, Barco is clearly leapfrogging the competition.
One of the most remarkable trends of 2015, for me, was the boom of Premium Large Format screens. Cinema exhibitors keep looking for ways to offer more mesmerizing experiences. It helps them take an edge and raise profitability. Surveys show that people don't mind paying more for a cinema ticket if they get comfy seats, a big screen and immersive images and sound in return. Flagship Laser projection perfectly fits that trend. Our Barco Escape multi-screen movie format, which we trialed in 2015, will certainly add value in the
In entertainment too, Barco is surpassing its role of product supplier to now provide total solutions.
future, as will our lobby engagement solutions. Prepare to see much more of that from us in 2016!
The slate of movies in 2015 was stunning worldwide but China broke all records: the box office grew by over 48% compared to 2014! As the number of new screens is exploding, our sales are growing too so China will remain vital in our future sales strategy.
Thanks to our broad projector range, we remain a key player in the US and European event market, as well as in large venues, museums, amusement parks, simulation, etc. Overall, we notice how interest in our image processing solutions is growing. More and more (show) designers call in our help to create compelling experiences from scratch. So in entertainment too, Barco is surpass-
ing its role of product supplier to now provide total solutions. That's what we also see in Retail and Advertising. Our Intelligent Display Network helps advertisers use digital signage to create a more interactive customer experience.
Creating compelling experiences is indeed crucial these days and that's what people expect from a leader like Barco. So whether in theaters, large venues, amusement parks and even homes – our high-end residential portfolio is taking off! –, the leitmotif running through everything the Entertainment division does is the 'wow' factor. We're better equipped than ever to achieve that goal!
When leaving the comfort of their living rooms, today's consumers want truly compelling – and total – entertainment experiences that completely engulf their senses. Hence the rise of 'experience festivals' like Tomorrowland; the success of theme parks that offer full-on participatory adventures and the growing popularity of premium cinemas which provide a unique experience that delights the moviegoers from the moment they enter the lobby.
When asked whether laser projection would make them go more to the movies, a resounding 77% of moviegoers at Forum Cinemas answered yes!
The days of static signage are definitely over, as technological innovations allow advertisers to turn their displays into dynamic communications platforms (touch screen, smartphones, Internet of Things, …). More than helping to attract attention, interactive digital signage solutions help impact purchase decisions and provide brands with interesting consumer information.
In line with their quest for compelling experiences, people no longer want to be passive observers of movies or events but interact with what is happening. Virtual Reality, a concept that has been on the tech horizon for quite some years now, is therefore bound to become one of the biggest game changers in all forms of entertainment, whilst offering the potential to quickly expand into other markets too.
According to a 2015 study published by research firm Markets and Markets, the interactive display market is expected to grow at a compound annual rate of 12% over the next five years. Barco's Intelligent Display Network™ allows bi-directional commercial communication to maximize relevance with audiences.
"In the future, people won't just go to the movies, they'll go into the movies! Barco Escape is making this concept a reality, providing a fully transformational experience in which a movie is all around you."
Ted Schilowitz, Barco's CinemaVangelist
From traffic management over security and telecom, to utilities and process control systems: Barco enables organizations around the globe to capture data, bring it into the control room and share it, in order to take better decisions. In smaller corporate environments like meeting rooms, boardrooms or classrooms, our solutions invite people to engage and collaborate and, consequently, turn information into actionable insight.
Unlock the power of shared knowledge. Enable smart decision-making
Approximate distribution based on sales 2015
Producing a noise level of just 35dB, our laser phosphor projectors are the quietest currently available on the market!
Our ClickShare collaboration system keeps winning awards and hearts: by the end of the year, over 100,000 units had been sold.
With over 18,000 higher education institutes around the world, ready to spend €10 billion on technology, the market for Barco's new Collaborative Learning Platform is huge.
40% of the control room operators use more than 4 screens on their job. OpSpace, which we fine-tuned in 2015, provides them with total control, from a single workspace.
In 2015, the sales of cubes and LCD displays grew by 30% compared to 2014, thus putting us back on the map as a market leader in control rooms visualization.
Our OverView Seamless Videowall (OSV) won the 'Most Creative New Product' Award from rAVe Pubs. Since 2015, OSV has been available with multitouch control.
OpSpace marks a step-change in our business concept, which now revolves around the operator rather than the video wall.
Jacques Bertrand General Manager Industrial & Government
2016 started excitingly for the Enterprise division. In the run-up to the ISE trade show, the control room business launched its brand-new OpSpace operator workspace solution. The corporate team, for its part, launched two new models for its popular ClickShare range. The expectations for 2016 are high, say Jacques Bertrand, General Manager Industrial & Government and Wim Buyens, General Manager Entertainment & Corporate.
Jacques: The year 2014 had challenged and pushed us to contain costs and make our business 'leaner and meaner'. In 2015, we indeed managed to improve our results and regain the number 1 position in the control room market. More than that, the volume of cubes and LCD displays installed was impressive, growing by 30%
against 2014. To retain an edge, we kept optimizing our organization last year and invested heavily in R&D.
Jacques: We promised to redefine the operator workspace in control rooms and pulled that off, in 2015. We are now looking forward to reaping the rewards of those efforts. OpSpace really changes the way operators work. Moreover, it marks a step-change in our business concept, which now revolves around the operator rather than the video wall. After all, a control room is the heart of an ecosystem where operators share information with people in adjacent or further away (crisis)
We set ourselves the objective to leverage the Barco brand in the corporate market. We're definitely making good progress.
Wim Buyens General Manager Entertainment & Corporate
Wim: 2015 has been an amazing year for ClickShare and, as a result, for our corporate business too. We've passed the landmark of 100,000 ClickShare units installed and everyone is delighted about ClickShare's ease of use. Hence the idea to extend the range, to offer a ClickShare to fit every possible meeting room. Three years ago, we set ourselves the objective to leverage the Barco brand
in the corporate market. Well, we're definitely making good progress. To sustain our success we keep extending our partner network with new business partners, like corporate IT solution providers.
Wim: Our solutions are indeed perfect to drive collaboration and convey knowledge in other industries too. In 2015, we initiated some successful pilot projects in educational facilities. Just recently, I presented our Collaborative Learning Platform, which combines ClickShare with connectivity solutions, to the Rector at the University of Leuven.
rooms or in the field – on displays as well as mobile devices. Our connectivity solutions are key to enabling that collaboration.
Wim: That's absolutely something we have in common: our drive to develop solutions that foster collaboration, in order to enable smart decision-making. ClickShare, our flagship product, does all that. With a single click, users can transform a meeting into a sharing experience, bringing ideas, people and content together.
He was impressed and told me that's what universities need to make learning more interactive. So the potential is huge. The technology is there but now we have to strengthen our network and reputation in that market, in order to move forward.
Jacques: As our market is ever-changing, so is our business concept. Our solution portfolio has always evolved in line with the shifting trends and we're determined to keep that up. With smart cities and smart grids on the rise, control rooms are now a booming business and the world's leading oil and gas companies, utilities, etc. rely on us to control their complex operations. We will keep optimizing our business and our portfolio in 2016 to fuel further growth.
In today's complex, competitive world, sharing specialist knowledge and insight has become more crucial than ever. So people work together increasingly, drawing expertise from virtually anywhere in the world, and using whatever end-user device that is right for the job. Smart, successful businesses are the ones that get their teams to collaborate better than others do, unlocking the power of shared knowledge.
ClickShare, now featuring AirPlay capability (full iOS mirroring) and supporting 4K resolution, empowers users in meeting rooms worldwide to share content in the most intuitive way.
Whether in security, utilities or traffic surveillance, control rooms have always been at the heart of the operation. Yet the requirements for a top-notch control room are changing. Installing the largest videowall is no longer enough to take full control. The data and systems that need monitoring are increasingly complex – just think of smart cities –, data is now shared remotely too and IT and OT (Operation Technology) are converging. At the same time, budgets are tight.
New technology is also making headway in education, disrupting the traditional model of lecture-based learning and exams. As students and teachers bring their own devices into the classroom, they force institutions to review their IT infrastructure. Growing demand for online learning and virtual classrooms compels schools to transform their education methodologies. Here, too, the key to success is smart solutions that convey knowledge, connect and foster collaboration …
The Barco Collaborative Learning Platform supports both teachers and students: they can bring any personal device (BYOD) in the room and connect to the system via the campus WiFi.
Barco is a trusted brand in the world's most innovative hospitals. We provide an integrated approach to patient care across the hospital enterprise, boosting clinical performance in every department via a connected network of display systems. From the radiology reading and the operating room through to the patient's bedside: we help healthcare practitioners at every patient touch point to deliver the best possible healthcare outcome.
Enable better healthcare outcomes for more people
Approximate distribution based on sales 2015
One year after its introduction, +1,000 Coronis Uniti™ display systems have been ordered around the world.
Barco's patented I-Luminate technology improves the detection probability of relevant-size micro calcifications by up to 30%.
2015 saw Belgium's first liver laparoscopy in 4K – using an endoscopy camera and screens to visualize the liver with a resolution 4x that of HD.
The investments in our surgical portfolio bore fruit in 2015: the business grew by 20%.
In June, Barco acquired ADVAN, a manufacturer of high-quality LCD displays for medical modality applications.
Coronis Uniti™ received the 2015 Frost & Sullivan Award and the Silver Edison Award winner, for its 'visionary innovation leadership'.
Sales for our surgical portfolio grew by over 20% in every region, which is a great success, and we hope to maintain the momentum.
Filip Pintelon General Manager Healthcare
"Building a solid foundation for future growth" was the title of the interview with Filip Pintelon, Barco's General Manager Healthcare, in last year's annual report. At the time, Filip explained that 2014 hadn't been an easy year for his division but that they had made firm investments in the future. Did these investments bear fruit in 2015?
We indeed returned to growth, which confirms that we made the right choices. The rally of the dollar was, of course, an extra stroke of luck, boosting sales and raising profit margins in the US. Yet, in Europe too, our customers keep reconfirming their faith in Barco. Quite a few installed their first Coronis Uniti™ display system in 2015.
We made great progress in China. By expanding our partner network, we managed to double our market share compared to 2014. Our share is still small, but the Chinese market is definitely promising. There's even budding interest in our surgical displays and in Nexxis.
Sales grew by over 20% in every region, which is a great success, and we hope to maintain that momentum. The onset of 4K – surgeons are really enthusiastic about it, believe me! – will further drive Nexxis sales in the future. Granted, hospitals don't decide to go 4K and networked overnight. However, we believe they will consider it when they build new ORs. Our business partners and OEMs help push our surgical portfolio forward.
Well, in the past, Barco mainly delivered display technology for medical modality applications in Europe. By joining forces with US-based ADVAN we hope to expand our current product line, certainly in the surgical market, and gain ground in the US.
Our customers keep reconfirming their faith in Barco
We have dramatically changed our business model for IPC. While Barco used to deliver hard- and software, we've now chosen to focus on hardware and team up with expert partners for software and services. This feels much more comfortable; closer to our core. The first feedback at Medica was positive, so we are hopeful of a successful new start.
We have just passed the landmark of 1,000 sold units, which is a good beginning. We know from experience with the Coronis Fusion 6MP that it takes a while before a new, high-end display system conquers
the reading room. 2016 will be the year that we unlock the full potential of Coronis Uniti™. The display system is a true next-generation solution that meets two key needs of today's hospitals: ensure the best possible healthcare outcome, as efficiently as possible.
He is right, we really have to look at our technology through the customers' eyes, like we did for Coronis Uniti™. That's how Barco can keep adding value and consolidate its market leadership.
Filip ends with a side-note and insisted on including it in this report: "I'd like Barco to harness its market leadership to help tackle the world's healthcare challenges. What can Barco, with all its engineering and application know-how, do to bring affordable healthcare to ever more patients? I would really want us to think about that."
of radiologists are frustrated about a slow workflow. That's why Barco developed a set of tools to enhance and add new dimensions to the radiology workflow.
Around the world, healthcare providers are struggling with rising costs and an increasing number of – demanding – patients. Moreover, they are increasingly becoming accountable for the care they offer. The healthcare world understands it is time for a fundamentally new strategy. At its core: maximizing value for patients, i.e. achieving the best outcomes at the lowest cost. Healthcare CEOs are thus putting quality outcomes and operating efficiency at the top of their agendas.
Today's consumers are better informed and more empowered than ever. Consequently, they also want to gain greater control over decisions affecting their health. Healthcare organizations must therefore, just like other consumer-driven industries, look for ways to engage with the patients and involve them in their care. Ensuring that patients feel serviced and comfortable in every step of the healthcare journey is therefore just as important as improving clinical outcomes. Technology can help facilitate the transformation to customer-driven healthcare.
While 4K solutions are increasingly gaining inroads in both consumer and business markets, healthcare may well be the industry where 4K imaging can make the most difference. Offering four times the resolution of HD, better depth and perspective and richer detail than standard HD, 4K imaging is especially valuable in procedures like minimally-invasive surgery, where surgeons have to rely on laparoscopic cameras. The 4K trend which slowly entered operating rooms in 2014, is clearly here to stay - to lead to better healthcare outcomes and more satisfied patients.
OUR PEOPLE Page 60
OUR COMMUNITY page 64
OUR PLANET page 66
Barco firmly believes that with market leadership comes great responsibility. Leading in the field of sustainability and serving as an example to others is part of that responsibility. Our sustainability efforts help us earn the trust of our stakeholders. Moreover, we consider sustainable innovation a necessary step to sharpen our competitive edge, future-proof our business and maintain our global leadership position.
Sustainability is increasingly being incorporated in Barco's strategic thinking. Year after year, we are stepping up our game and strengthening our efforts in the field of corporate sustainability. Under the label "Barco 2020" we are currently developing a sustainability plan encompassing three pillars: our people, our community and our planet.
Barco's Corporate Sustainability Committee plays a key role in our sustainability efforts. Consisting of 13 members, our committee devises an overall sustainability strategy and frames the initiatives across Barco's worldwide organization.
From 2016 onwards, we will publish an annual update of our CSR activities in a dedicated sustainability report to highlight our initiatives and progress.
Jan Van Acoleyen, Senior VP
Chief Human Resources Officer
Barco cares about its people. That is why we ensure a good workplace where everyone is treated fairly and with respect. More than that, leaders at Barco act as coaches who inspire, empower and engage their team and help every employee put his/her unique talents at work. We also offer our people high-level training opportunities and invest firmly in sustainable employability. Through initiatives that inspire, engage and energize, we want our people to feel strong, happy and valued employees which are all part of one, single, strong team – across divisions, roles, countries and continents.
800+ Belgian colleagues learned how to 'improve their mind & body balance' at our first B-energized market.
1,200 Barco employees will be working together at the new 'One Campus' in Kortrijk from early 2016 onwards. One Campus marks a new way of working, with a focus on flexibility and collaboration – to inspire ideas, creativity and, most of all, great results.
Barco Mexico was certified as a 'Great Place to Work'!
American colleagues worked around the Barco values during the North America Employee Appreciation Week.
438 ideas to raise productivity and efficiency were formulated during TOP! Americas workshops at Barco US.
10,577 people were trained within the context of Barco University. We organized 1,141 courses resulting in an average of 20.9 hours of training per employee.
We deal openly and ethically We care about our people We delight our customers We encourage team play We lead by innovation We are accountable We trust each other
Excitement, joy, stress and doubts: Yves Bryse has been through all of these, these past few months. The former Barco HR Business Partner took up the gauntlet to lead the One Campus change project – a challenge that involved a thousand and one tasks, from making practical arrangements through to motivating employees. Now that the first teams have moved in, Yves proudly explains how One Campus breathes every single one of Barco's core values.
Today's rapidly changing world requires companies to perform to the max and be exceptionally agile. So more than a new building, we wanted a new workspace that would enhance our performance and make us a market leader for years to come. We started from the idea that people perform to their best when there are 'magnets' for them to get together. When employees meet, they will share experiences and know-how, collaborate and be more creative.
Indeed, our open-plan building with various working 'scenes', like social hubs, home and interaction zones, bubbles, etc., allows people to choose where and how they work and meet colleagues. I'm sure that will foster teamwork and bring out the best in people. I already noticed
this during preparatory meetings with the different R&D teams – who hardly ever saw each other in the past. As soon as they got together, they started bouncing ideas of each other.
By putting R&D at the heart of One Campus we highlight our commitment to research and, therefore, innovation towards our staff and our visitors. Also, One Campus will help us strengthen our ties with our customers; they'll be warmly welcomed here in an atmosphere that exudes innovation.
An employee engagement study revealed that our people really wanted a new workspace. If Barco wants to retain and attract talent,
By putting R&D at the heart of One Campus we highlight our commitment to research and, therefore, innovation.
Yves Bryse Lead Project Manager One Campus we have to offer them a great place to work. Hence the light, airy building – which, by the way, illustrates our commitment to 'openness' – and some great facilities like a good restaurant and coffee bar, delivery of online shopping orders, etc. Moreover, One Campus is home to almost every Belgian Barco employee. The Engine, our production unit, will be connected to the Circle by a footbridge, to stress that Barco is One Team that's proud about what they make.
Part of the idea behind One Campus is to give our people a greater sense of freedom. We don't want them chained to their desks. Sitting at a desk does not equate to billable hours; it's the output that counts. So people are free to work in the zone where they feel most productive,
walk to the coffee shop or have a meeting on the terrace, as long as they respect a set of basic rules. That will indeed imply that we trust each other. The charter that we drafted together with several in-house project teams will serve as a guideline. I'm sure we can make it!
Absolutely. The 80 campus coaches who have helped us raise awareness and arouse enthusiasm about One Campus, over the past few months, embody our 'accountability' value: they were always there to help, though it was hard at times. They made me believe in the Next Barco; not a place where people merely put in hours and get a paycheck but where employees love going to every day. That's how we can be the market leader we aspire to be in this ever-changing world.
As a good corporate citizen, Barco wishes to please, take care of and manage its community, i.e. its employees, customers, suppliers, authorities, the media, its shareholders and the wider community in which it lives, works and does business. The entire Barco team does its utmost to continuously contribute to a safe, healthy and enjoyable world for all the stakeholders. Besides cherishing our colleagues and working closely together with customers, suppliers and everyone around us, we also support art and cultural initiatives, promote technology and innovation and help people around the world build a healthy, better future.
Barco captured the story of four women diagnosed with breast cancer in an inspiring video. More than raising awareness, the initiative yielded €10,000 for Pink Ribbon.
+€8,000 was collected for The Stroke Association during the RAD Golf Tournament, sponsored by Barco.
"Barco is committed to co-create a vibrant & engaging society in which we all live and work. Our innovations in visualization technology make a difference for customers and partners worldwide. We want to share this with as many people as possible by supporting programs that target sustainable inclusion and grant access to technology (innovations) for everyone. This is a great recipe for a more prosperous future."
Jan Van Acoleyen, Senior VP Chief Human Resources Officer
6,000+ radiologists in +20 countries have enjoyed training using Barco products, for the past ten years.
Barco Foundation helps improve the quality of life of the society around us. Initiatives in 2015 included:
Supporting communities through 'Work for Change' project by Zuiddag, `Barco Play Day' and World Vision's Child Sponsorship Program (Taiwan).
Boosting education and passion for technology through Science Day, Technoteens, Barco guest lectures in secondary schools, project Eklavya by Indus Action (India) and by donating IT/AV equipment to specific projects, including Formula Electric Belgium.
€2,530 donated to Music For Life for Ondernemers zonder Grenzen (Entrepreneurs without Frontiers) - an organization that supports entrepreneurs in impoverished communities.
Barco became a partner of Close the Gap: by donating our used - yet high-quality - IT equipment for projects in developing countries, we help close the digital divide.
As a global company, we are very aware of the impact our operations have on our planet. We are therefore working hard to minimize the ecological footprint of our operations and our products. More than meeting the regulatory requirements in each country, we take voluntary steps to proactively comply with the most stringent rules and guidelines. In addition, we take initiatives to raise awareness about sustainability amongst employees, suppliers, business partners, etc.
% of Barco's CO2 emissions
In 2015, we kicked off a dedicated project to assess the carbon footprint of all our R&D and manufacturing sites, together with CO 2logic. The results – based on 2014 figures – have been submitted to CDP, the Carbon Disclosure Project, and will serve as a benchmark against which our environmental performance will be assessed in 2016 and beyond.
105,287 tCO2 e** was the total carbon footprint of Barco (without upstream) in 2014. With upstream taken into account, the total carbon footprint amounted to 111,250 tCO2 e.
2015 was the first time that we disclosed the results of our carbon footprint assessments to the Carbon Disclosure Project (CDP). The reporting is a major first step towards enhancing our environmental performance.
By joining 'We Mean Business', we highlight our commitment to take climate actions and, consequently, help create a low-carbon economy.
We're planning a consultation process with our stakeholders to understand their concerns about environmental practices and what we can do to support them.
All Barco sites and departments are now analyzing the results of the carbon footprint assessment in order to develop appropriate action plans. In 2015, we decided to start by focusing on three key initiatives:
By identifying the most efficient packaging design and materials or by changing the mix of products shipped, we can reduce the impact of packaging on our total carbon footprint, while also cutting transport costs. First actions include reducing the size of our ClickShare packaging, shipping spare lamps in bulk instead of one by one, transporting our projectors together with the flight case, making manuals available online, etc.
In Europe, the US as well as APAC, we are looking at ways to shift more cargo from planes to ships, or from trucks to train, thus helping us to reduce CO2 emissions.
To raise awareness about the social cost of CO2 emissions and, consequently, drive down greenhouse gas emissions, we plan to gradually introduce carbon pricing on our products from 2016 onwards.
From lamp to laser: laser illumination could reduce energy consumption of cinema projectors in Europe with 150GWh per year. This equals the production of a small nuclear power plant in one month!
The use of laser projectors could avoid over 1 million lamp swaps per year in Europe. This is the equivalent of 670 trucks filled with lamps driving around Europe every year!
Thanks to our retrofit kits, cinema owners can simply replace their lamp housing with a laser phosphor module = less 'waste' of equipment.
CORPORATE GOVERNANCE STATEMENT
Page 73
COMMENTS ON THE RESULTS page 98
INFORMATION ABOUT THE SHARE page 110
The undersigned declare that:
Eric Van Zele, CEO Carl Peeters, CFO
In accordance with article 96, §2 of the Companies Code, Barco applies the Corporate Governance Code 2009 as reference code. This code can be downloaded via the link
Barco deviates from art. 8.4 of the Corporate Governance Code.
Barco makes the information defined in this article only available on its website. An analysis of the website visit revealed that this information is searched for on the web pages themselves, rather than in the Corporate Governance Charter which is also available on the website.
Barco's Corporate Governance Charter is available for download at
www.barco.com/corporategovernance
Jan P. Oosterveld
Ashok K. Jain Bruno Holthof Christina Frank Donck von Wackerbarth
Situation on 1 January 2016
Eric Van Zele Luc Missorten Hilde Laga Charles Beauduin Antoon De Proft
Situation on 1 January 2016
| Chairman | Charles Beauduin (1) | 2016* |
|---|---|---|
| President & CEO | Eric Van Zele (3) | 2018* |
| Directors | ADP Vision BVBA (represented by Antoon De Proft) (2) | 2017* |
| Praksis BVBA (represented by Bruno Holthof) (2) | 2018* | |
| Luc Missorten (2) | 2018* | |
| Oosterveld Nederland B.V. (represented by Jan P. Oosterveld) (1) | 2016* | |
| Kanku BVBA (represented by Christina von Wackerbarth) (2) | 2016* | |
| Adisys Corporation (represented by Ashok K. Jain) (2) | 2017* | |
| Hilde Laga (2) | 2018* | |
| Frank Donck (2) | 2017* | |
| Secretary | Kurt Verheggen General Counsel |
|
(1) non-executive directors // (2) non-executive independent directors // (3) executive director * Date on which the term of office expires: end of the annual meeting
is CEO and owner of Michel Van de Wiele NV since 1993. Van de Wiele is an international technology player and leader in solutions for the textile industry. Mr. Beauduin holds several positions in trade associations and employer organizations. He holds a Master in Law from the KU Leuven and an MBA from Harvard Business School. Mr. Beauduin has broad professional management experience including international assignments in Asia and the United States.
has been President & CEO of Barco NV since 2009. He is Chairman of the Board of Reynaers Aluminium NV and Chairman of the Hermes Fund of the Flemish Government. Previously, he held top management positions at Pauwels International, Telindus NV and Raychem Corporation. Mr. Van Zele holds a Master's degree in Mechanical Engineering from the K.U. Leuven and post-graduate degrees in Management from Stanford University.
holds a Master's degree in Electrical Engineering and a post-graduate degree in Medical Engineering. Mr. De Proft is CEO of Septentrio, a manufacturer of highly accurate GPS systems and he serves on several Boards, including a position as Chairman of IMEC and Quest For Growth and a board position at TKH. Previously, he has been President & CEO of ICOS Vision Systems.
is CEO of Oxford University Hospitals (OUH). OUH employs 12,000 staff across four hospital sites and 44 other locations. Before OUH, he was CEO of the Antwerp Hospital Network (ZNA). During this period, he transformed ZNA into the most profitable hospital group in Belgium. Before becoming a CEO, he was a partner at McKinsey & Company. During this period, he served a wide range of healthcare clients in Europe and the United States and gained significant expertise in the areas of strategy, organization and operations. He is also a Board member of bpost, Belgium's postal service. Mr. Holthof holds an MBA from the Harvard Business School and an MD/PhD from the K.U. Leuven.
is currently Chairman of the board of directors of Ontex and member of the board of Gimv NV, Recticel, Corelio and since 10 February 2016 also member of the board of the Scandinavian Tobacco Group A/S. He served on the boards of LMS, Vandemoortele and Bank Degroof. Throughout his professional career and until the end of 2014, Mr Missorten exercised executive roles at various companies, such as Corelio (CEO), UCB (CFO) and ABInbev (CFO). He holds a Law Degree from the K.U.Leuven, a Master of Laws from the University of California–Berkeley and a Certificate of Advanced European Studies from the College of Europe in Bruges.
held several senior management positions at Royal Philips Electronics before he retired in 2004 as member of the Group Management Committee. He is a professor at IESE, owns a consultancy company and holds several Board positions. Mr. Oosterveld has a Masters' degree in Mechanical Engineering from the Technical University Eindhoven and an MBA from the IESE Business School, Barcelona.
has held several top positions at VNU Belgium, VNU Magazines International, Sanoma WSOY and the Flemish public broadcaster VRT. Today, she is active as international Consultant and Executive Coach at INSEAD Leadership Development center and in private practice for major global firms in many industries. She has served on various boards, among other telecom operator Mobistar in Belgium and Tamedia in Switzerland. Ms von Wackerbarth holds a degree in linguistics, a diploma AMP at INSEAD (France), a certificate in Financial Management at UAMS (Belgium), a Ms Sc in Consulting and Clinical Coaching at HEC (France) and the same diploma at INSEAD (France).
holds a Master of Technology degree from the Indian Institute of Technology in Delhi, India. During his career, Mr. Jain has founded several technology start-ups and has converted them into successful businesses through strong leadership coupled with insights into emerging opportunities and trends in the global economy. Mr. Jain was founder and Chairman of the Board of IP Video Systems, which was acquired by Barco in February 2012. He currently is a General Partner at Co=Creation=Capital LLC. Mr. Jain is of Indian origin and has US citizenship.
Hilde Laga holds a Ph.D. in Law and lectures corporate law at the University of Leuven. She is one of the founding partners of the law firm Laga which she led as managing partner and head of the corporate M&A practice until 2013. Hilde Laga joined the board of directors of Barco NV and NV Greenyard Foods in 2014. In 2015 she joined the board of directors of Agfa-Gevaert NV and of Gimv NV. She's a member of the Belgian Corporate Governance Committee and served as a member of the supervisory board of the F.S.M.A. (former C.B.F.A) until 2014.
has been the managing director of investment holding 3D NV since 1998, investing in a mix of long-term public equity, private equity and real estate. He also serves as chairman of Atenor Group NV and Telecolumbus AG, as non-executive director in KBC Group NV and as independent director of Elia System Operator NV. Frank Donck holds a Master of Law Degree of the University of Ghent and he obtained a Master degree in Finance of the Vlerick Business School. He started his career as investment manager for Investco NV and was a board member in several listed and privately owned companies. Mr. Donck was i.a. chairman of Telenet Group Holding NV. He is also vice-chairman of the Vlerick Business School and is a member of Belgium's Corporate Governance Commission.
serves as Company Secretary of the Board. He is the General Counsel of Barco. He started his career with the law firm Linklaters and then worked as Legal Counsel for CMB, Engie and General Electric. He holds a law degree from the K.U. Leuven, a Master of Laws from Tulane University Law School in New Orleans and a Master's degree in Real Estate from the Antwerp Management School.
The board of directors appointed Mr. Charles Beauduin, representing Barco's largest shareholder, Michel Van de Wiele NV, as director effective 1 January for the remaining term of the mandate of Mr. Herman Daems who had resigned in December 2014 after 15 years of service. The Directors also appointed Mr. Beauduin as Chairman of the Board.
At the general meeting of April 2015, the shareholders confirmed the appointments of Mr. Charles Beauduin as well as Mr. Luc Missorten as director.
At the same meeting, the shareholders also re-appointed ADP Vision BVBA, represented by Mr. Antoon De Proft, as director and appointed Mr. Frank Donck as a new director.
All non-executive directors hold or have held senior positions in leading international companies or organizations. Their biographies can be found on pages 74-77 of this annual report.
Further to the changes in the Board, the composition of the Strategic & Technology Committee has also been adapted accordingly.
In its meeting of 20 July 2015, the board of directors decided to reorganize the Strategic Committee into a Strategic & Technology Committee. This committee has Mr. Charles Beauduin (Chairman) and Mr. Eric Van Zele as fixed members. Depending on the nature of the topics to be discussed, it will invite other members of the Board on an 'ad hoc' basis to participate in the discussion of this committee.
The audit committee is composed of four members, namely: Mr. Luc Missorten, who acts as Chairman, Mr. Bruno Holthof, Mr. Jan P. Oosterveld and Mr. Eric Van Zele. Mr. Missorten and Mr. Holthof are independent non-executive directors. The audit committee's members have relevant expertise in financial, accounting and legal matters as shown in the biographies on pages 74-77. The board of directors therefore opines that the audit committee meets the statutory requirements of independence and expertise in accounting and auditing. Each year, the audit committee assesses its composition and its operation, evaluates its own effectiveness and makes the necessary recommendations regarding these matters to the board of directors.
Both the statutory auditor and the head of the internal audit have direct and unlimited access to the Chairman of the audit committee and to the Chairman of the board of directors.
The board of directors used the possibility to combine the remuneration committee and the nomination committee into a single committee.
The remuneration & nomination committee consists of three independent directors: Christina von Wackerbarth who acts as Chairman, Luc Missorten and Antoon De Proft, all being independent non-executive directors.
Senior VP - General Manager Industrial & Government
Piet Candeel Senior VP – EMEA
VP – Corporate Technology & General Manager China
Senior VP - General Manager Entertainment & Corporate
Situation on 1 January 2016
VP - Operations & Logistics
Senior VP – General Manager Healthcare
Senior VP Chief Human Resources Officer
Chief Financial Officer
Carl Peeters
joined Barco NV in 1986 after obtaining a degree in Electronic Engineering. He took up sales and product management roles in the former Barco Graphics division and was responsible for the start-up and expansion of Barco Graphics in Asia-Pacific. In 2000, he was appointed President Barco Japan, and in 2005, he was promoted to President Barco Asia-Pacific. In 2011, Mr. Bertrand became Chief Sales Officer of Barco NV and moved back to Belgium. In August 2013, he was appointed President of the Industrial & Government division.
is heading the EMEA region for Barco NV. Prior to his present position, he was the General Manager of the Healthcare division for over 10 years. Preceding that assignment he held several positions in marketing, sales and general management in a variety of business units in Barco.
Mr. Candeel holds an Officer Degree in Nautical Electronics, a post-graduate degree in Marketing from EHSAL Brussels and an MBA from the University of Antwerp (UFSIA). He is also a graduate of Stanford University's Executive Program (SEP).
Paul Matthijs leads Corporate Technology combined with the responsibility to grow the Barco Retail and Advertising business. Prior to his responsibility for the region China, he held R&D, product marketing and general management positions in several businesses and industry sectors of Barco NV, including the Barco ventures, Barco Entertainment and Barco Medical Imaging Systems from 1995 to 2008. Mr. Matthijs holds a Master's degree in Electronic Engineering and an MBA from the Vlerick Leuven Gent Management School.
is General Manager of the Entertainment & Corporate division. He started at Barco NV in November 2007 as Vice President Digital Cinema within the Media & Entertainment division. Prior to joining Barco, he held several management positions at the Danish technology company Bruel & Kjaer. Mr. Buyens holds a degree in Engineering and obtained his executive management education at Stanford University and IMD in Lausanne.
Johan Heyman is Vice President Operations & Logistics, managing the manufacturing sites worldwide as well as the Logistics teams and the global Procurement team. He joined the company in 2008. Before joining Barco NV, he held several management positions in the semiconductor industry at Alcatel Microelectronics, AMI Semiconductor and ON Semiconductor. Mr. Heyman holds a Master's degree in Electronic Engineering from the University of Ghent (U.G.) as well as a post-graduate degree in Industrial Management from the same university.
joined Barco NV in 2008 and has been successively President of Avionics & Simulation, President of Media, Entertainment & Simulation, and COO. As of early 2015, he became General Manager for the Healthcare division. Prior to joining Barco NV, he held top positions at LMS, Accenture and The Boston Consulting Group. After graduating from the K.U. Leuven with a Master's degree in Mathematics/Informatics in 1986, Mr. Pintelon earned an MBA from Vlerick Leuven Gent Management School. Filip Pintelon is also Director at iMinds, Flanders's research and innovation center for the Digital Economy.
is Chief Human Resources Officer. Prior to joining Barco NV in 2007, he held senior HR positions in high-tech companies such as Alcatel and Agfa-Gevaert. Mr. Van Acoleyen holds a Master's degree in Educational sciences from the K.U. Leuven and an Executive MBA from the University of Antwerp.
is the Regional President of The Americas. Prior to this, he managed the International Sales and Sales Operations of Barco NV. Before joining Barco NV, he held several management positions at Philips, through various industry segments, in foreign assignments around the globe. Mr. Corsino holds a University degree in Electronic Engineering with post-graduate studies in Economics. He further extended his executive education at Insead and Kellogg School of Management.
started with Barco NV in 1987 and held the positions of Marketing Manager and Division Manager in the former Barco Graphics division. Later, he was responsible for mergers and acquisitions and he was appointed CFO of BarcoNet when this division became a separate public company. After the delisting of BarcoNet in 2002, Mr. Peeters rejoined Barco NV, where he held several general management positions. He was appointed CFO in 2010. He holds a Master's degree in Applied Economics and a post-graduate degree in Business Administration. He is also a graduate from Stanford's Executive Program.
has joined Barco NV in February 2016 as Senior Vice President. Mr. Stromeyer will focus on our Corporate business within the Enterprise division. He will be replacing Wim Buyens who was assuming this responsibility ad interim. Mr. Stromeyer holds a Bachelor of Science degree from Cornell University and an MBA from Amos Tuck School of Business Administration at Dartmouth College. He brings with him a wealth of professional experience in the telecom, video, cable, IPTV, security and enterprise worlds. His career spans senior positions with Raychem Corporation, Scientific-Atlanta, Cisco and Harmonic as well across several continents.
Reference is made to Title 1 and 2 of Barco's Corporate Governance Charter for an overview of the responsibilities of the board of directors and its committees.
The table below provides a comprehensive overview of the directors' attendance at the board of directors and committees' meetings in the calendar year 2015:
| BOARD OF DIRECTORS | AUDIT COMMITTEE | REMUNERATION & NOMINATION COMMITTEE |
STRATEGIC & TECHNOLOGY COMMITTEE |
|---|---|---|---|
| 7 | 6 | 4 | 3 |
| 7 | 3 | ||
| 7 | 6 | 1 | |
| 7 | 6 | 4 | |
| 7 | 6 | 2 | |
| 4 | 3 | ||
| 7 | 4 | ||
| 7 | 2 | ||
| 7 | |||
| 4 | |||
(1) non-executive directors (2) non-executive independent directors (3) executive director
In 2015, the board of directors met 7 times.
At every meeting, the board of directors reviewed and discussed the financial results as well as the short to mid-term financial forecast of the company. In the beginning of the year, upon recommendation by the audit committee, the Board approved the financial results of 2014 and proposed the dividend for approval by the shareholders. It also deliberated on the renewal of the director mandates as presented by the remuneration and nomination committee. It deliberated on and subsequently approved the new accounting methodology with respect to R&D investments. The Board, in close concert with the core leadership team, reflected on each of the divisions' strategy for the short to mid-term, discussed and decided the growth initiatives for the company and approved the 2016 financial budget.
The Board closely monitored the implementation of strategic projects such as the divestiture and subsequent carve-out of the Defense & Aerospace (D&A) division, the consolidation of the company's operations through the construction of one common campus in Kortrijk and the implementation of one common ERP-system. Finally, the Board has also attended several demonstrations of new technologies in areas such as value engineering in the Healthcare division or laser illuminated projection technology.
The audit committee meets at least twice a year with the statutory auditor and the head of internal audit to consult with them about matters falling under the power of the audit committee and about any matters arising from the audit. The CEO and CFO also attend the meetings of the audit committee, unless the members of the audit committee wish to meet separately.
The audit committee assists the board of directors in fulfilling its oversight responsibilities with respect to the:
In 2015, the audit committee convened 6 times. The Chairman of the audit committee reported the outcome of each meeting to the board of directors. The yearly report of the activities of the audit committee, including the audit committee's self-assessment, has been submitted to the board of directors.
The statutory auditor attended three meetings during which they reported on the results of their audit procedures and highlighted specific attention points. The statutory auditor's management letter contained no recom mendations for material adjustments.
The audit committee reviewed the Group's overall risk areas and risk management and control procedures related to the following areas: legal & compliance risks, IT risks, currency and treasury instrument risks, health, safety and environmental risks, internal control risks and insurance program.
Each quarter the financial reports are discussed with special attention to the critical accounting judgments and uncertainties, consistent application of valuation rules and off balance sheet obligations. The audit committee meeting of December is dedicated to the preparation of the year-end closing, with a particular focus on the review of the impairment testing procedures performed on goodwill and on capitalized development cost.
The remuneration and nomination committee meets at least three times per year, as well as whenever the committee needs to address imminent topics within the scope of its responsibilities. An annual review cycle is defined with regards to remuneration policies, senior leadership remuneration, critical successions and nominations and human resources policies. The committee is aware of the importance of diversity in the composition of the board of directors in general and of gender diversity in particular. In the recent membership renewals the committee took this into account. The CEO participates in the meetings when the remuneration and nomination plan proposed by the CEO for members of the core leadership team is discussed, but not when his own remuneration is being decided.
In fulfilling its responsibilities, the remuneration and nomination committee has access to all resources that it deems appropriate, including external advice.
In 2015, the remuneration and nomination committee met 4 times.
The remuneration and nomination committee has reviewed the remuneration of the senior leadership team and the CEO. This included the definition and evaluation of bonus criteria, bonus deferral principles as well as an overall assessment of composition and positioning of the reward packages based on external data. This was done with regard to the 2015 bonus review as well as the 2014 salary review and bonus plans. In preparation for the general meeting, the committee prepared and reviewed the remuneration report. The nomination of new Board members and the performance as well as succession of the senior leadership team were also on the agenda.
With regard to the stock option plan 2015, the committee confirmed the 2014 plan guidelines. Particular attention was drawn to the balance between the different components of the senior management remuneration and the relative weight of the equity based part,before approving and submitting it for Board approval. Upon the CEO's recommendation, the committee approved the grants for the senior leadership team and the principles for eligibility of Barco employees. The grant for the CEO was proposed and reviewed by the committee in preparation for Board approval.
The board of directors has set up a Strategic and Technology Committee, including the Chairman and the CEO. The Chairman presides over this committee. Members of the executive management and other members of the Board can be invited to attend meetings of the committee. The committee meets when an issue is introduced by the CEO. The committee meets at least one time per year to evaluate the existing strategy and technology roadmap.
Upon the proposal of the CEO, the Strategic and Technology Committee discusses options that could influence the company's strategic path. Possible topics that may be discussed in this committee include acquisitions, mergers and the sale of a given activity. Other important strategic choices are also discussed in the committee, such as investing in new technologies and markets or regions that could have an important impact on the future of the company. This relates to investments running over a number of years that involve a minimum engagement by the company of 10 million euro over the entire duration of the project.
In 2015, the Strategic and Technology Committee met twice as a group. Moreover, the committee organized specific working sessions per division, thus ensuring appropriate depth and focus for each of Barco's verticals.
The Core Leadership Team presented a selected number of proposals for acquisitions. The Strategic and Technology Committee conducted in-depth discussions about the strategic value of the proposed transactions in view of the company's long-term strategy. The committee also evaluated the opportunities as well as the risk profiles of the projects and gave appropriate instructions regarding the transaction parameters.
The board of directors regularly carries out a process of self-evaluation. The intention is to evaluate the functioning of the Board as a whole and of its committees. In this respect individual and private interviews are held with each of the directors, leading to a report which is submitted to the full Board for review and action. The topics discussed are: the quality of the interaction between management and the Board, the quality of the information and documents submitted to the Board, the preparation of the Board meetings, the quality of the discussions and decision-making of the Board, the extent to which all relevant strategic, organizational and managerial issues are addressed by the Board and the contribution of all Board members to the decision-making process at the Board. This process allows for actions to be taken, aiming at the continuous improvement of the governance of the company. Moreover, prior to a director's (re-) appointment, the remuneration and nomination committee discusses and evaluates the individual director's contribution to the Board.
The above is fully in line with the Corporate Governance Code. Reference is also made to Title 1 (1.3) of the company's Corporate Governance Charter on www.barco.com/corporategovernance
On 30 April 2015, pursuant to article 17 of the articles of association, the general meeting set the aggregate annual remuneration for the year 2015 at 2,414,110 euro for the entire board of directors. This amount also includes the remuneration for the executive director. The balance of the amount was apportioned amongst the other members of the Board in line with its internal rules.
Also in line with the internal rules, a fixed remuneration of 20,500 euro is granted to non-executive directors and an additional amount based on attendance at meetings of the Board and of the committees. The attendance fee per meeting of the Board and the committees is set at 2,550 euro. The Chairman of the audit committee receives an attendance fee of 5,125 euro per meeting. These remunerations are charged as general costs.
The Chairman of the Board receives a fixed remuneration of 100,000 euro.
Directors do not receive any remuneration linked to performance or results.
There were no shares granted.
| FIXED REMUNERATION | BOARD ATTENDANCE | COMMITTEE ATTENDANCE | TOTAL 2015 | |
|---|---|---|---|---|
| Charles Beauduin | 100,000 | 100,000 | ||
| Bruno Holthof | 20,500 | 17,850 | 16,800 | 55,150 |
| Luc Missorten | 20,500 | 17,850 | 40,950 | 79,300 |
| Jan P. Oosterveld | 20,500 | 17,850 | 19,350 | 57,700 |
| Christina von Wackerbarth | 20,500 | 10,200 | 7,650 | 38,350 |
| Antoon De Proft | 20,500 | 17,850 | 10,200 | 48,550 |
| Ashok K. Jain | 20,500 | 17,850 | 4,050 | 42,400 |
| Hilde Laga | 20,500 | 17,850 | 0 | 38,350 |
| Frank Donck* | 13,667 | 10,200 | 0 | 23,867 |
* appointed general meeting 30 April 2015
At the company's request, the following directors have taken up specific assignments outside the scope of their directorship for which they have been compensated as described hereafter:
For the executive director and the corporate senior Vice Presidents, the remuneration is determined by the remuneration and nomination committee, in line with the rules described in the company's 'Corporate Governance Charter' under Title 4 ('Remuneration'), available on www.barco.com/corporategovernance
Barco wants to be an attractive company for top talent in the technology market space, based on sustainable human resources practices. Competitive reward, together with career and development opportunities, is at the heart of Barco's employee value proposition. Overall, Barco strives for a position above the market median on the total reward proposition, with a substantial variable part based on company, team and individual performance.
2015 variable payment was based on company (40%), divisional/ functional (30%) and individual performance (30%).
The reward packages of the senior executive and extended management teams are reviewed by the remuneration and nomination committee on an annual basis. The committee assesses overall market competitiveness (based on bi-annual external market data), individual market positioning and sustained individual performance. This review results in updated individual reward packages and reward policies, as well as the criteria for the annual Barco Bonus plan.
The 2015 variable payment is based on EBITDA, free cash flow, costs, orders, sales and individual targets. If the target variable part of the compensation of individual members of the executive management should exceed the 25% threshold on total compensation, this excess amount will be deferred and paid subject to future sustained performance.
The target variable part is above 25% of total compensation and as a result, in line with the Law on Corporate Governance, 50% of this amount will be deferred (25% in 2016 and 25% in 2017) and paid subject to future sustained profitability.
There is no claw back provision. The assessment of the performance is based on audited results.
In 2015, 20,000 stock options were granted to the CEO. 10,000 stock options were exercised and no warrants/stock options lapsed. Since stock option grants are based on neither individual nor company performance, these are not to be considered variable remuneration as defined by the Law on Corporate Governance.
There were no shares granted.
2015 CLT is composed of 9 persons.
There is no claw back provision with respect to variable remuneration payments. The audited results are used as the basis for the assessment of the performance.
In 2015, 19,000 stock options were granted to and accepted by Corporate Senior Vice Presidents, members of the core leadership team. Since stock option grants are based on neither individual nor company performance, these are not to be considered variable remuneration as defined by the Law on Corporate Governance.
A total of 12,350 warrants/stock options were exercised, while 1,000 warrants granted in 2002 at an exercise price of 42.01 euro expired on 17 June 2015 and 1,600 warrants granted in 2005 at an exercise price of 60.51 euro expired on 11 September 2015.
There were no shares granted.
Reference is made to page 188 of this annual report for an overview of the warrants and stock options exercisable under the warrant and stock option plans.
The group of Corporate Senior Vice Presidents in office on 1 January 2016 is presented on pages 80-83 in this annual report.
Contract between Barco and Eric Van Zele, CEO. In case of termination of the contract by Barco the contract provides a notice period or compensation in lieu of 6 months.
Individual arrangements in case of termination of the contract by Barco.
The employment contracts of Jacques Bertrand, Wim Buyens, Piet Candeel, Carl Peeters, Filip Pintelon, Jan Van Acoleyen, Paul Matthijs and Johan Heyman were signed before the Belgian Corporate Governance Law of 6 April 2010 came into force. The total compensation in case of termination is based on seniority in the Barco Group and the total of the individual compensation and benefits. Ney Corsino was hired as an employee on 1 July 2012. His employment contract does not include specific termination arrangements but refers to the Belgian legal provisions on termination of employment.
Following the authorization by the General Meeting, the board of directors has decided to grant stock options to executives and employees.
Reference is made to page 189 of this annual report for an overview of the number of stock options granted under the stock option plans and duration and vesting dates of the stock options.
The Remuneration Report will be submitted for vote to the shareholders at the shareholders' meeting of 28 April 2016.
In line with the Royal Decree of 5 March 2006, members of the board of directors and the core leadership team must notify the FSMA (Financial Services Market Authority) of any transactions involving shares or other financial instruments of Barco within 5 business days after the transaction. Transactions by persons associated with a member of the board as well as by members of the core leadership team following the exercise of warrants and options have been made public on the website of the FSMA (www.fsma.be). The Compliance Officer has also published on the Barco website (barco.com/corporategovernance) all transactions by insiders at the end of the first month following every quarter.
Reference is also made to Title 7 (1) of the Company's Corporate Governance Charter on www.barco.com/corporategovernance.
A director who is a director or business manager of a customer or supplier or who is employed by a customer or supplier shall report this fact to the board of directors prior to the deliberations concerning a topic on the agenda relating (whether directly or indirectly) to this customer or supplier. This obligation also applies when a family member of the director is in the above-mentioned position.
The same rule applies when a director or his or her family members (whether directly or indirectly) hold more than 5% of the shares with voting rights of a customer or supplier.
Subsequently, the director in question:
These provisions are not applicable when the customer or supplier is a listed company and the participation of the director (or his or her family members) takes place within the framework of assets that have been placed under the management of an asset manager who manages these assets in accordance with his own judgment, without taking the director (or his or her family members) into account.
Barco operates a risk management and control system in accordance with the Companies Code and the Corporate Governance Code 2009. Within the context of its business operations, Barco is exposed to a wide variety of risks that can result in the company's objectives being affected or even not achieved. Controlling those risks is a core task of the board of directors, the core leadership team and all other employees with managerial responsibilities.
The risk management and control system has been set up to reach the following goals:
The principe of the COSO reference framework and the ISO 31000 risk management standard have served as soures of inspiration to Barco in setting up its risk management and control system.
Barco strives for total compliance and a risk-awareness attitude by defining clear roles and responsibilities in all relevant domains. This way, the company fosters an environment in which its business objectives and strategies are pursued in a controlled manner. This environment is created through the implementation of various company-wide policies and procedures such as:
The core leadership team fully endorses these initiatives. Employees are regularly informed and trained on these subjects in order to develop sufficient risk management and control at all levels and in all areas of the organization. The Risk and Compliance Manager is in charge of the overall coordination of the risk management and control system.
All employees are accountable for the timely identification and qualitative assessment of risks (and significant changes to them) within their area of responsibility.
Within the different key, management, assurance and supporting processes, the risks associated with the business are identified, analyzed, pre-evaluated and challenged by internal and external assessments.
In addition to these integrated risk reviews, periodic assessments are performed to check whether proper risk review and control measures are in place, to discover unidentified or unreported risks and to check compliance status. These reviews are conducted by the Risk and Compliance Manager in co-operation with internal audit.
To set the right prioritization, the risks are further evaluated by subjecting them in a consistent manner to an impact scale and a likelihood scale. The scales for impact and likelihood are based on the acceptable level of risk exposure that is determined by the board of directors.
All risks are recorded in the risk register of the related process with a specification of their impact and likelihood. In addition, each risk is allocated to a risk owner who is responsible for setting up and implementing the mitigation action plan and then monitoring and
RISK RESPONSE
following up the risk. On the corporate level, the risk matrix is drawn up based on the risk score (impact x likelihood), whereby risks are classified as 'Unacceptable risk', 'Risk under observation' or 'Acceptable risk'.
| IMPACT | ||||||
|---|---|---|---|---|---|---|
| Negligible | Minimal | Serious | Critical | Destructive | ||
| Frequent | ||||||
| Probably | ||||||
| LIKELIHOOD | Possible | |||||
| Unlikely | ||||||
| Rarely |
'Unacceptable risks' are contained by means of an action plan to minimize the effects of such risks on the organization's ability to achieve its objectives.
Also, the risks 'under observation' are monitored by a member of the core leadership team.
The Risk and Compliance Manager facilitates these processes by:
All risks are specified in the Barco risk universe, which has been divided into four Risk Areas.
| PROCESS RISK: HRM | ETHICS & BUSINESS CONDUCT | TECHNOLOGY (EXTERNAL DYNAMICS/ EVOLUTIONS) |
|
|---|---|---|---|
| PROCESS RISK: NEW PRODUCT DEVELOPMENT & PRODUCT LIFECYCLE MANAGEMENT |
ACCOUNTING & CONTROLLING | LEGISLATION AND GOVERNMENTAL RESTRICTIONS | |
| PROCESS RISK: SALES AND SERVICE | FINANCIAL REPORTING | TECHNOLOGY (INTERNAL) | |
| Operational risks | Financial risks | Compliance risks | Strategic risks |
| PROCESS RISK: OPERATIONS | TREASURY MANAGEMENT | ||
| INFORMATION TECHNOLOGIES | WORKING CAPITAL MANAGEMENT | OPERATIONAL STRATEGY | |
| PROCESS RISK: SOURCING & SUPPLIER | FORECAST & PLANNING | ENVIRONMENTAL, HEALTH, SAFETY & SECURITY | MARKET & COMPETITION |
| RELATIONSHIP MANAGEMENT | PRODUCT REGULATORY | ORGANIZATIONAL STRATEGY | |
| PROPERTIES & FIXED ASSETS | INTERNATIONAL STANDARDS |
Control measures are in place to minimize the effects of risk on Barco's ability to achieve its objectives. These control activities are embedded in the company's key processes and systems to ensure that the risk responses and the company's overall objectives are carried out as designed. Control activities are conducted throughout the organization, at all levels and in all departments.
The Risk and Compliance Manager supports the adoption of clear processes and procedures for a wide range of business operations related to compliance, security and export control. In addition to these control activities, an insurance program has been implemented for selected risk categories that cannot be absorbed without material effect on the company's balance sheet.
Timely, complete and accurate information flow – both top-down and bottom-up – is a cornerstone of effective risk management. In operational domains, Barco has implemented a management control and reporting system (MCRS) to support efficient management and reporting of business transactions and risks. This system enables Barco's management to capture relevant information on particular areas of business operations at regular time intervals. The process enforces clear assignment of roles and responsibilities, thus ensuring consistent communication to all stakeholders regarding external and internal changes or risks impacting their areas of responsibility. In addition to the MCRS, the company has put several measures in place to ensure the security of confidential information and to provide a communication channel for employees to report any (suspected) violation of laws, regulations, company policies or ethical values.
Monitoring helps to ensure that internal control continues to operate effectively. The continuity and the quality of Barco's risk management and control system is assessed by the following actors:
Based on the outputs of the Risk assessment performed following risks are identified as relevant for Barco. For each of the risks the residual risk is determined based on the inherent risk and control level.
Following risks were recorded in the Barco risk register.
1)Financial risks - The risk measures related to the accounting and financial reporting risks are described in the 'Barco consolidated' section of this annual report. 2)Operational risks - New product development & product lifecycle management – Risks related to new products.
Shorter life cycles of products, unpredictability of which development projects will become successful together with the volatility of technologies and the markets Barco operates in, made the board of directors conclude that Barco's development
expenses no longer fully meet the criteria of IAS38.57. As the criteria of IAS38.57 are no longer fulfilled, our accounting policy, with respect to research and development costs, does no longer allow the capitalization of development expenses.
The accurate and consistent application of accounting rules throughout the company is assured by means of Finance and Accounting Manuals, which are available for the key accounting sections.
Specifically within the financial domain, a quarterly, bottom-up risk analy- sis is conducted to identify and document the current risk factors. Action plans are defined for all key risks. The results of this analysis are discussed with the statutory auditor.
The accounting teams are responsible for producing the accounting figures (closing bookings, reconciliations, etc.), whereas the controlling teams check the validity of these figures. These audits include coherence tests by comparison with historical and budget figures, as well as sample checks of transactions according to their materiality.
All material areas of the financial statements concerning critical account- ing judgments and uncertainties are periodically reported to the audit committee.
Specific internal control activities with respect to financial reporting are in place, including the use of a periodic closing and reporting checklist. This checklist assures clear communication of timelines, completeness of tasks, and clear assignment of responsibilities. Specific identification procedures for financial risks are in place to assure the completeness of financial accruals.
Uniform reporting of financial information throughout the organization ensures a consistent flow of information, which allows the detection of potential anomalies.
An external financial calendar is planned in consultation with the Board and the core leadership team and this calendar is announced to the external stakeholders. The objective of this external financial reporting is to provide Barco's stakeholders with the information necessary for making sound business decisions.
Barco is a global technology company, designs and develops networked visualization products for the Entertainment, Enterprise and Healthcare markets. Barco has its own facilities in Europe, North America and APAC and specific teams to manage its R&D activities. For more information about the technology please consult the Chapter "Our Technology" in the "Our Company" section.
At the annual shareholders meeting of 30 April 2015, Ernst & Young Bedrijfsrevisoren BCVBA, De Kleetlaan 2, 1831 Brussels, was re-appointed as statutory auditor of the company for a period of 3 years.
In 2015, remuneration paid to the statutory auditor for auditing activities amounted to 390,260 euro. Remuneration paid to the statutory auditor for special assignments was 13,281 euro.
Adjusted EBITDA1 of 74.1 million euro (+ 14.4 million euro) or 7.2% of sales (+ 0.6 ppts) EBIT of 1.7 million euro or 0.2% of sales, under the new capitalization methodology2 Net income was 17.4 million euro Free cash flow of 110.3 million euro (versus 14.9 million euro for 2014) Net financial cash position of 265.0 million euro Proposal to increase the dividend to 1.75 euro per share from 1.60 euro
1 Adjusted EBITDA is defined as EBITDA excluding amortization of capitalized development costs and restructuring charges. See preliminary remarks on reporting methodology.
2 Had Barco not changed its accounting treatment of product development costs, the EBIT margin for 2015 would have been approximately 5.0% compared to 3.6% for 2014 (Calculated as EBIT, excluding amortizations less capitalized product development expenses for prior periods). (See remarks on the new methodology for accounting for product development costs).
Through strong execution in all businesses, Barco delivered profitable growth for 2015 and generated significantly higher free cash flow.
Each of the divisions produced sales growth, initiated growth initiatives and improved EBITDA margins. The Entertainment division sustained its leadership position in Cinema and the Healthcare division continued to gain traction with its digital operating room solutions. The Enterprise division continued to increase sales in the Corporate segment on market share gains of ClickShare while stabilizing sales of Control Rooms.
The following statements are forward looking and actual results may differ materially.
Taking into account ongoing macro-economic evolutions and assuming currencies at current levels, management expects for sales to grow in the mid-single digit range.
Including continued investments in planned growth initiatives in our core business, we expect organic EBITDA for the year 2016 to remain flat with 2015.
The board of directors will propose to the General Assembly to increase the dividend from 1.60 euro to 1.75 euro per share to be paid out in 2016.
The following timetable will be proposed to the Annual General Shareholdermeeting
Following the divestiture of D&A and effective 1 January 2015, Barco streamlined its organization into three divisions: Entertainment, Enterprise, and Healthcare:
In 2015 a number of structural items occurred with a non-recurring and material impact on Barco's net result:
IN MILLIONS OF EURO FY15 FY14 CHANGE COMMENT Sales 1,028.9 908.4 +120.5 3c. Adjusted EBITDA 74.1 59.7 +14.4 1c. Capitalized development 0 47.6 -47.6 1a. Amortizations of capitalized R&D -49.4 -57.2 +7.8 1b. Depreciations & other amortizations -22.9 -19.3 -3.6 EBITDA before restructuring & goodwill impairment 1.7 30.9 -29.2 Goodwill Impairment -20.8 0 -20.8 2a. Restructuring costs -8.3 -3.3 -5.0 2b. Interest & Taxes 7.9 -5.8 +13.7 Net Income from discontinued operations 47.0 6.1 +40.9 3b. Non-controlling interest & share in equity companies -10.1 -3.9 -6.2 Net Income attributable to the equity holder of the parent 17.4 23.9 -6.4
The chart below displays the impact of these items on Barco's EBIT and net income for 2015 and 2014.
APAC 29% EMEA 36%
Order book at year end was 333.2 million euro, flat compared to July 2015 and up 10.3% from 302.2 million euro a year earlier reflecting increases in Healthcare and Entertainment.
| IN MILLIONS OF EURO | ||
|---|---|---|
| ORDER BOOK | 2H15 | 333.2 |
| 1H15 | 333.1 | |
| 2H14 | 302.2 |
Order intake was 1,043.7 million euro, an increase of 20.1% compared to last year driven by gains in each division and each region.
| ORDER INTAKE | 2015 | 1,043.7 | |||
|---|---|---|---|---|---|
| 2014 | 869.4 | ||||
| 2013 | 993.4 | ||||
| ORDER INTAKE BY DIVISION | 2015 | ENTERTAINMENT | 536.4 | +24.4% | |
| ENTERPRISE | 287.0 | +12,3% | |||
| HEALTHCARE | 221.2 | +22.2% | |||
| 2014 | ENTERTAINMENT | 431.2 | |||
| ENTERPRISE | 255.0 | ||||
| HEALTHCARE | 181.0 | ||||
| ORDER INTAKE PER REGION | 2015 | THE AMERICAS | 39% | +34.6% | |
| EMEA | 33% | +10.9% | |||
| APAC | 28% | +14.0% | |||
| 2014 | THE AMERICAS | 35% |
Full year sales grew 13.3% led by double digit growth in all divisions and including a benefit of favourable foreign currency translations. By region growth was driven by higher deliveries in the Americas and APAC.
Gross profit margin increased 1.5 percentage points to 35.0% for 2015 compared to 33.5% in 2014.
As a result of currency translations and investments in growth initiatives, total indirect cash expenses (excluding other operating result) increased to 312.4 million euro compared to 269.6 million euro a year earlier.
As a percentage of sales, total indirect cash expenses were 30.3% compared to 29.7% for 2014.
Including the amortization of outstanding capitalized development expenses of 49.4 million euro, reported R&D expenses amounted to 150.2 million euro or 14.6% of sales. See preliminary remarks on reporting methodology.
Other operating results amounted to a positive 3.0 million euro compared to a positive 5.3 million euro last year.
Adjusted EBITDA grew 24.1% to 74.1 million euro compared to 59.7 million euro for the prior year. EBITDA in 2014 included the 6.7 million euro gain from the divestment of Orthogon3. Adjusted EBITDA margin was 7.2% versus 6.6% for 2014.
By division, adjusted EBITDA and EBITDA margin is as follows:
| FY15 | SALES | EBITDA | EBITDA % |
|---|---|---|---|
| Entertainment | 514.5 | 43.6 | 8.5% |
| Enterprise | 300.4 | 11.1 | 3.7% |
| Healthcare | 216.0 | 19.4 | 9.0% |
| Intra-group eliminations | -2.0 | ||
| Group | 1,028.9 | 74.1 | 7.2% |
Adjusted EBITDA by division 2015 versus 2014 is as follows:
| FY15 | FY14 | CHANGE | |
|---|---|---|---|
| Entertainment | 43.6 | 34.3 | +27.2% |
| Enterprise | 11.1 | 8.7 | +27.7% |
| Healthcare | 19.4 | 10.3 | +88.4% |
| Group | 74.1 | 59.7 | +24.1% |
EBIT before restructuring was 1.7 million euro, or 0.2 % of sales, compared to 30.9 million euro, or 3.4% of sales, for 2014 reflecting the change in accounting methodology to record product development expenses as incurred beginning 1 January 2015 and to absorb the amortizations of outstanding capitalized development expenses. (See preliminary remarks on reporting methodology). Amortizations, including impairments on developments, for the year were 49.4 million euro.
EBIT after restructuring and impairments was a negative 27.4 million euro. Included in EBIT was a restructuring charge of 8.3 million euro, primarily related to restructuring measures implemented in the Control Rooms business, and impairment charges on goodwill and investments totalling 20.8 million euro related to investments primarily for Control Rooms and Patient Care solutions.
3 In August 2014, Barco sold the Orthogon-business to Exelis (NYSE: XLS). The proceeds of the divestment (6.7 million euro) were booked in 2H14 as other operating result.
Taxes in 2015 were 4.9 million euro positive for an effective tax rate of 20.0% on the continuing business, compared to 4.7 million euro negative in 2014, or an effective tax rate of 18.0%.
Net income attributable to the equity holders was 17.4 million euro, which included net income from discontinued operations of 47.0 million euro related to the divestiture of Defense and Aerospace, compared to 23.9 million euro in 2014.
Net income per ordinary share (EPS) were 1.45 euro compared to 1.96 euro in 2014. Fully diluted earnings per share were 1.41 euro compared to 1.92 euro.
Free cash flow for the year was 110.3 million euro compared to a 14.9 million euro for 2014.
Barco generated 62.7 million euro in gross operating cash flow but with no expenditure on product development versus 97.4 million euro gross operating cash flow and 47.7 miilion euro expenditure in 2014.
Strong improvements on working capital reflect significant decreases in inventories and trade receivables and higher trade payables.
Net working capital balance was 21.0 million euro negative versus 44.4 million euro positive for 2014.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| EBIT after restructuring and goodwill impairment | -27,401 | 27,509 | 66,014 |
| Impairment of capitalized development costs and goodwill | 25,650 | 7,244 | 739 |
| Gain on sale Orthogon | -1,406 | -6,650 | - |
| Amortization capitalized development cost | 44,575 | 49,969 | 40,193 |
| Depreciation of tangible and intangible fixed assets | 22,906 | 19,291 | 21,515 |
| Gain/(Loss) on tangible fixed assets | -543 | -69 | 7 |
| Share in the profit/(loss) of joint ventures and associates | -1,073 | 68 | 61 |
| Gross operating free cash flow | 62,709 | 97,362 | 128,530 |
| Changes in trade receivables | -5,443 | -19,669 | 29,064 |
| Changes in inventory | 27,565 | -11,915 | 24,501 |
| Changes in trade payables | 16,297 | 220 | -29,644 |
| Other changes in net working capital | 37,467 | 4,740 | 4,184 |
| Change in net working capital | 75,884 | -26,624 | 28,105 |
| Net operating free cash flow | 138,593 | 70,738 | 156,635 |
| Interest received | 4,303 | 3,022 | 1,420 |
| Interest paid | -4,098 | -4,156 | -3,493 |
| Income taxes | -14,938 | -2,993 | -18,410 |
| Cash flow from operating activities | 123,861 | 66,611 | 136,151 |
| Expenditure on product development | - | -47,691 | -54,795 |
| Purchases of tangible & intangible fixed assets | -14,730 | -8,326 | -21,442 |
| Proceeds on disposals of tangible & intangible fixed assets | 1,137 | 4,312 | 255 |
| Cash flow from investing activities (excluding acquisitions) | -13,593 | -51,705 | -75,983 |
| FREE CASH FLOW continuing | 110,268 | 14,906 | 60,168 |
Barco generated a positive free cash flow of 110.3 million euro in 2015 (2014: 14.9 million euro, 2013: 60.2 million euro). The higher free cash flow compared to 2014 thanks to the decreased net working capital and the higher gross operating cash flow minus expenditure on product development. Compared to 2013 it is mainly the decrease in net working capital which has contributed to the higher free cash flow.
Capital expenditure was 43.0 million euro, including the One Campus investment for 28.3 million euro. For 2014 total capital expenditure was 24.7 million euro, including OneCampus investments.
The One Campus program is an investment in new headquarters for Barco, bringing together nearly the entire Belgian Barco community on to one campus. Total capital expenditure is expected to be approximately 50 million euro over 2014, 2015 and 2016. This investment will be partially offset by the sale of premises in Kortrijk to Esterline, in connection with the divestiture of the Defense & Aerospace business, and by the sale of the site in Kuurne. The investment will be depreciated over a 20-year period beginning 2016.
Outstanding capitalized development costs were at 22.9 million euro down from 71.4 million euro at the end of 2014 and 49.2 million euro in June 2015.
Due to the Board's decision regarding Barco's capitalization methodology, effective 1 January 2015, product development costs are expensed as incurred. The outstanding balance of capitalized product development costs is being amortized in 2015 and 2016.
Goodwill on group level stood at 132.4 million at the end of 2015 compared to 143.8 million euro in 2014.
During 2015, Barco recorded impairment on goodwill and investments totalling 20.8 million in connection with revised outlooks for earnings expected to be generated from products in the Control Rooms business and from the Patient Care business (acquired from Jaotech in 2012 within the Healthcare division).
ROCE stood at 0%, compared to 5% after the first six months of the year and 6% at 31 December 2015 , reflecting essentially the dip in EBIT in 2015.
Barco had a net financial cash position of 265.0 million euro compared to 187.7 million euro, on 30 June 2015 and 63.4 million euro on 31 December 2014.
The increase reflects higher operating cash flow and proceeds from the divestiture of the Defense & Aerospace business, partially offset by dividend payments and investments for the acquisition of ADVAN and the OneCampus project.
| Trade debtors 186,910 170,486 Inventory 165,960 185,631 Trade payables -139,504 -109,091 Other working capital (c) -234,358 -202,589 Total working capital -20,991 44,437 Capitalized development 22,847 71,351 Other long term assets & liabilities (b) 218,762 183,227 Operating capital employed 220,618 299,014 Goodwill 132,386 143,774 Operating cap tal employed (incl goodwill) 353,004 442,788 |
IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| 141,342 | ||||
| 159,438 | ||||
| -103,713 | ||||
| -194,224 | ||||
| 2,843 | ||||
| 80,044 | ||||
| 169,184 | ||||
| 252,071 | ||||
| 133,656 | ||||
| 385,727 | ||||
| EBIT before restructuring 1,698 30,882 |
70,596 | |||
| ROCE after tax (%) continued (a) 0% 6% |
16% |
(a) Tax rate used is the effective tax rate, i.e. 20% in 2015, 18% in 2014 and 12% in 2013.
(b) Other long term assets & liabilities include the sum of other intangible assets, land and buildings, other tangible assets, deferred tax assets (net). We refer to note 11,12 and 13 for explanation on the movements.
The low EBIT, caused by no longer capitalizing development expenses in 2015, resulted into a return on capital employed of 0%.
| IN MILLIONS OF EUROS | FY15 | FY14 | CHANGE VS FY14 |
|---|---|---|---|
| Orders | 536.4 | 431.2 | +24.4% |
| Sales | 514.5 | 459.7 | +11.9% |
| Adjusted EBITDA | 43.6 | 34.3 | +27.2% |
| Adjusted EBITDA margin | 8.5% | 7.5% | |
In addition, Cinema expanded its portfolio of projectors to include lower-end projectors for use in rural and e-cinema markets and laser phosphor solutions for use by theatres converting to digital and/or the upgrading to performant and cost-effective solid state equipment.
| IN MILLIONS OF EUROS | FY15 | FY14 | CHANGE VS FY14 |
|---|---|---|---|
| Orders | 287.0 | 255.5 | +12.3% |
| Sales | 300.4 | 259.8 | +15.6% |
| Adjusted EBITDA | 11.1 | 8.7 | +27.6% |
| Adjusted EBITDA margin | 3.7% | 3.4% | |
• The Enterprise division booked solid increases in both orders and sales and slightly improved its Adjusted EBITDA margin.
Among its many marketing and sales initiatives, Corporate broadened its distribution and partner network to include IT-channels in developed regions and began to establish distribution networks in new markets including the Middle-East, China and Latin America.
In addition, during the year, Corporate invested in product development to round out the ClickShare portfolio and addresses all price points in the market.
| IN MILLIONS OF EUROS | FY15 | FY14 | CHANGE VS FY14 |
|---|---|---|---|
| Orders | 221.2 | 181.0 | +22.2% |
| Sales | 216.0 | 186.7 | +15.7% |
| Adjusted EBITDA | 19.4 | 10.3 | +88.4% |
| Adjusted EBITDA margin | 9.0% | 5.5% | |
• The Healthcare division performed well with solid growth in orders and sales in combination with a substantial gain in profitability.
Adjusted EBITDA margin improved thanks to increased sales and gross profit driven by improved cost efficiencies and a favourable mix of higher margin software solutions.
• The Healthcare division strengthened its market leadership in the diagnostic and modality imaging segment with the launch of the 12 megapixel Uniti display and with the acquisition of Advan in June 2015; added some new accounts for modality; and extended its penetration of the surgical display market in North America.
Placing greater focus on China resulted in new partnerships, with both international and local OEMs and a marked growth in revenues.
Barco also continued to build its digital operating room business, expanding the network of channel partners, increasing deployments in Europe, to more than 500 installations since introducing the solution in 2012, and registering initial sales in North America.
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| Number of shares (in thousands): | 13,016 | 12,998 | 12,989 |
| per share(in euro) | |||
| EPS | 1.45 | 1.96 | 4.68 |
| Diluted EPS | 1.41 | 1.92 | 4.53 |
| Gross dividend | 1.75 | 1.60 | 1.50 |
| Net dividend | 1.31 | 1.20 | 1.13 |
| Gross dividend yield (a) |
2.8% | 2.6% | 2.6% |
| Yearly return (b) |
8.5% | 5.4% | 6.6% |
| Pay-out ratio (c) |
130.9% | 74.8% | 34.1% |
| Price/earnings ratio (d) |
42.5 | 29.7 | 11.7 |
(a) Gross dividend / closing rate on 31 December
(b) Increase or decrease share price + gross dividend, divided by closing share price of previous year
(c) Gross dividend x number of shares on 31 December / net result
(d) share price 31 December / net result per share
| IN EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Average closing price | 58.37 | 56.19 | 59.96 |
| Highest closing price | 64.26 | 59.39 | 69.95 |
| Lowest closing price | 53.54 | 52.01 | 52.58 |
| Closing price on 31 December | 61.60 | 58.24 | 56.70 |
| Average number of shares traded daily (e) |
22,189 | 31,962 | 29,213 |
| Stock market capitalization on 31 December (in millions) | 801.8 | 756.0 | 736.5 |
(e) The average number of shares traded daily is taking into account the trades on the Lit Venues: Euronext as well as registered trades on alternative platforms BATS, Chi-X, Turquoise and Equiduct. For 2015 74% of the trades were registered on the Lit-venues.
Barco delivered well in 2015 and its performance was well above the results of 2014, with a double-digit % increase on Order-intake, Sales and Adjusted EBITDA (EBITDA minus capitalized development). These results were fueled by positive momentum in all divisions and helped by favorable currency evolutions. Continued focus on operational excellence resulted in a strong cash-performance and a healthy balance sheet. With the sale of the Defense & Aerospace division, the company streamlined its organization to focus on just three core markets. Also, the company's board of directors decided to change its capitalization methodology for new product development costs as of 2015.
The share price hovered in 2015 between 51 and 65 euro. The share started slow in January but developed nicely in the second quarter following the good Q1 result and triggered by the dividend pay-out, reaching its year-peak level in May at 64 euros. In line with the market evolution –the Greek crisis followed by concerns on the impact of the financial crisis in China- we saw a very volatile summer-period with a peak at the announcement of the half year results and a dip in August at 52 euros. As of the September onwards the share showed a nice recovery to close around 62 euros. The share price has delivered an increase in closing price for 5 consecutive years now and landed at the strongest closing since 2006. Excluding the dividend, this is an increase of 5.6%. The yearly return,
including the dividend is 8.5%. This is outperforming a number of international indices such as AEX (+5%) and S&P500 (-0.73%), on par with the CAC-40 and Nasdaq (both +9%) and somewhat below a strong Bel-20 at plus 12.7%.
The market capitalization at 31 December 2015 was 801.6 million euro, compared to 756.5 million euro a year earlier. The highest market capitalization in the year was at 834 million euro (May 2015), with the lowest at 696 million euro in August 2015.
We observed a somewhat higher volatility in 2015 partially driven to macro-economic concerns and in particular a peak and a bottoming out in the summer months. The share buy-back program was phased out in May but was followed by some purchases of Barco's reference shareholder Van de Wiele NV in May, September and October and 3D NV in september.
With these purchases Van de Wiele NV increased its position from 10% in the beginning of the year to own an interest of 14.28% at the end of 2015. 3D NV had a position of 3.02% and pushed it to 3.8%.
| LIQUIDITY | SOURCE | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| Euronext | 4,395,360 | 6,392,357 | 7,576,594 | |
| Total yearly volume (shares) | Lit Venues (1) | 5,724,749 | 8,150,321 | 8,674,804 |
| All Venues (2) | 9,345,749 | 14,341,236 | 14,461,346 | |
| Euronext | 17,036 | 25,068 | 29,787 | |
| Daily Average number of shares traded | Lit Venues (1) | 22,189 | 31,962 | 34,105 |
| All Venue (2) | 36,224 | 56,240 | 56,711 | |
| Euronext | 235.77 | 357.60 | 453.95 | |
| Total yearly volumes (turnover) in million euro | Lit Venues (1) | 334.84 | 456.16 | 517.99 |
| All Venues (2) | 547.33 | 801.69 | 874.87 | |
| Velocity | 34.9% | 49.8% | 59.8% | |
Comment (1&2): Based on the Fidessa stock report: http://fragmentation.fidessa.com/ The numbers referenced here take into account the trades in the Lit-category. The category "Lit venues" includes Euronext and the alternative platforms BATS Chi-X, Turquiose and Equiduct. Alle Venues includes the Lit-venues, the Systematic internallisers, off-book transactions and dark venues.
In 2015, free floating days for Barco were 534 days (versus an average of 362 days for the BEL20). In 2013 and 2014, free floating days for Barco were 315 and 377 days.
Liquidity in general was lower than in 2014 – with a daily average of 36,200 shares being traded in 2015 (on all venues), compared to 56,000 in 2014. While April, May and August were still strong, the downward trend was in particular visible as of September.
The relative position of transactions registered on alternative platforms is increasing year-over-year. In 2015 61% of all transactions happened on Lit-trading venues in 2015, with Euronext Brussels, BATS Chi-X and Turquoise being the most popular ones. In 2014 and 2013, this was still 57% and 59% respectively.2
Off-Book transactions were good for about 29% of all transactions (versus 35% last year) while the relative position of Dark venues and Systematic Internalizers combined remained stable at 8%.
A study of Barco's global shareholdership at 31 December 2015 1 plotted almost 90% of the company's shareholder composition. Identified institutional investors are holding 66% of all shares, 7% being treasury shares held by the company and 15% held by retail investors.
Domestic ownership continued to increase and accounts now for 42% (up from 34% in 2014 and 33% in 2013). 24% of the institutional shares continued to be owned in the United States. The UK declined from 12% down to 8% while. France/Luxembourg increased its stake to own 8%, up from 6%. 5% of the institutional shares is owned in Norway and the remainder is good for 13% and is essentially owned in Rest of Europe (Germany, Switzerland and the Netherlands).
2 Information according to Fidessa, Fidessa Fragmentation Index
Value-oriented investors reduced the most over this period under analysis, falling 5ppt and now account for 31% of the identified institutional shares. The top 3 sellers in the second half of the year were institutions following Deep Value strategy.
Conversely, Barco is still underweight in Growth-oriented investment, despite a marginal uptick over the last year.
According to sell-side feedback the stock is likely to be of most interest to GARP investors, which also slightly increased since June 2015.
The top 10 holders evolution demonstrates little changes compared to end 2014 while the top-10 in general did strengthen its position in the share and increased the Barco concentration.
The top 10 institutional investors currently hold 46.6% of the total shares in the free float. Meanwhile the top 25 and 50 investors hold 62 and 68% respectively.
Compared to the Mid Cap client benchmark, Barco's concentration levels are mainly in line.
A majority of Barco's institutional shares are held by investors classified as low turnover – expected holding periods exceeding 24 months- which should also prove to be a stabilizing force.
On 31 December 2015 the capital was represented by 13 million shares and the ownership of the company's shares was as follows:
The board of directors decided to recommend to the general assembly to pay a dividend of 1.75 euro (gross) per share over 2015. This is 1.31 euro net, on withholding tax of 25%. At 1.75 euro, the pay-out ratio is 131%.
Ex-date: Tuesday, 10 May 2016 Record date (+1): Wednesday, 11 May 2016 Payment date (+1): Thursday, 12 May 2016
The company confirms its dividend policy to grow the dividend in line with the long term performance and evolution of the company. The dividend is set by the board of directors and subsequently proposed to the Annual General Meeting of shareholders at the end of each fiscal year.
A share buy back program was launched in May 2014 and was carried out for 12 months via two consecutive programs of six months each. In May 2015 the share buy back program expired and Barco has no immediate plans to authorize a subsequent program.
In 2015, 89,410 shares were acquired for a total amount of 5,064,103 euro. At year end the total number of own shares amounted to 908,484 shares or 6.98% (versus 7.02% at the end of 2014). The company is using re-purchased shares to replenish the pool of its own shares for future stock option plans or to use shares to finance acquisitions.
Barco remains a corporation with solid financials and a strong business model.
The company streamlined in 2015 its organization, sold its Defense & Aerospace division and strengthened its focus on 3 core divisions: Entertainment, Enterprise and Healthcare. The company has strong long-standing positions in distinct markets and focuses on market leadership. The company is developing initiatives to further strengthen its position in its core markets by developing more channels to the market, extending its share of wallet and leveraging its installed base.
Along with a tightened organizational model, the company is also increasing its focus on improving efficiency in order to reduce indirect expenditure and to drive operational profits. This focus on operational efficiencies of the company yielded strong results in 2012 and 2013, was a bit weaker in 2014 but showed good resilience in 2015, with solid outcomes in 2015 with a free cash flow of 110 million euros.
The company has followed a cautious course in managing its financials and enjoys a strong Balance sheet with year-on-year net cash positive results. This position has now further strengthened following the divestment of the Defense & Aerospace division and a very robust cash generation for 2015. These funds will be mainly used to fund growth initiatives.
The shareholder- base remains very international and has evolved to a situation with predominance of value-oriented investors. Since 2015, both Van de Wiele NV as well as 3D NV are represented in the Board and represent together 18% of Barco's shareholdership.
Finally, shareholdership is rewarded with consistent growth in the dividend.
| ABN AMRO Bank | Marc Hesselink |
|---|---|
| Degroof Petercam | Stefaan Genoe |
| Exane BNP Paribas | David Vagman |
| Flemish Federation of Investors and Investor Club | Gert De Mesure |
| ING | Emmanuel Carlier |
| KBC Securities | Guy Sips |
| Kempen & Co. | Joost De Rijk |
| Oppenheimer | Andrew Uerkwitz & Paul Dean |
| Thursday 11 February 2016 |
|---|
| Wednesday 20 April 2016 |
| Thursday 28 April 2016 |
| Wednesday 20 July 2016 |
| Wednesday 19 October 2016 |
| Euronext Brussels | ||
|---|---|---|
| Barco share | BAR | ISIN BE0003790079 |
| Barco VVPR-strip | BARS | ISIN BE0005583548 |
| Reuters | BARBt.BR Bloomberg | BAR BB |
More info including the quarterly consensus-update, reports, reference to conference, roadshows and relevant tradeshows are available on Barco's investor portal.
This chapter of the Annual Report contains the IFRS audited consolidated financial statements including the notes thereon prepared in accordance with the International Financial Reporting Standards as adopted by the European Union.
The chapter 'Comments on the results' (see page 98) provides an analysis of the developments during the financial year 2015 and the results and is based on the IFRS consolidated financial statements and should be read in conjunction with these statements.
| Net sales 4 1,028,856 908,368 1,008,499 Cost of goods sold 4 -668,352 -603,659 -671,703 Gross profit 4 360,504 304,709 336,797 Research and development expenses 4 -150,222 -99,689 -80,375 Sales and marketing expenses 4 -160,567 -135,111 -142,019 General and administration expenses 4 -50,977 -44,334 -46,186 Other operating income (expense) - net 4 2,960 5,306 2,379 EBIT before restructuring and goodwilll impairment 4 1,698 30,882 70,596 Restructuring and impairment 6 -29,099 -3,373 -4,511 Other non-operating income/(expense) 35 - EBIT after restructuring and goodwill impairment -27,366 27,509 66,085 Interest income 7,103 3,022 1,420 Interest expense -4,098 -4,156 -3,493 Income/(loss) before taxes -24,360 26,375 64,012 Income taxes 7 4,879 -4,748 -7,690 Result after taxes -19,481 21,628 56,322 Share in the result of joint ventures and associates 9 -1,073 68 Net income/(loss) from continuing operations -20,554 21,696 56,383 Net income from discontinued operations 3 47,031 6,094 3,021 |
|---|
| Net income 26,477 27,790 59,404 |
| Net income attributable to non-controlling interest 9,009 3,856 2,284 |
| Net income attributable to the equity holder of the parent 17,468 23,933 57,119 |
| Net income/(loss) (continuing) attributable to the equity holder of the parent -29,563 17,840 54,098 |
| Net income (discontinued) attributable to the equity holder of the parent 47,031 6,094 3,021 |
| Earnings per share (in euro) 8 1.45 1.96 4.68 |
| Diluted earnings per share (in euro) 8 1.41 1.92 4.53 |
| Earnings (continuing) per share (in euro) 8 -2.45 1.46 4.43 |
| Diluted earnings (continuing) per share (in euro) 8 -2.38 1.43 4.29 |
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Net income/(loss) from continuing operations | -20,554 | 21,696 | 56,383 |
| Net income from discontinued operations | 47,031 | 6,094 | 3,021 |
| Net income | 26,477 | 27,790 | 59,403 |
| Other comprehensive income to be reclassified to profit or loss in subsequent periods: | |||
| CONTINUING OPERATIONS | |||
| Exchange differences from continuing operations on translation of foreign operations (a) |
10,014 | 16,789 | -13,411 |
| Net gain/(loss) on cash flow hedges continuing operations | 735 | -1,464 | 596 |
| Income tax | -147 | 264 | -72 |
| Net gain/(loss) on cash flow hedges continuing operations, net of tax | 588 | -1,201 | 524 |
| Other comprehensive income continuing operations, recycled through retained earnings for the period | -71 | ||
| Other comprehensive income (loss) for the period (continuing), net of tax | 10,602 | 13,790 | -12,886 |
| DISCONTINUED OPERATIONS | |||
| Other comprehensive income (loss) discontinued operations, recycled through income statement for the period (a) | -1,154 | ||
| (b)Exchange differences from discontinued operations on translation of foreign operations | 1,154 | 1,777 | -1,001 |
| Other comprehensive income (loss) for the period (discontinued), net of tax | 0 | 1,777 | -1,001 |
| Other comprehensive income (loss) for the period, net of tax, attributable to equity holders of the parent | 11,757 | 16,701 | -13,810 |
| Other comprehensive income (loss) for the period, net of tax, non-controlling interest | 370 | 594 | -77 |
| Total comprehensive income (continuing), net of tax, attributable to equity holder of the parent | -10,322 | 36,620 | 43,574 |
| Total comprehensive income (discontinued) for the period, net of tax, attributable to equity holder of the parent | 47,031 | 7,871 | 2,020 |
| Total comprehensive income for the period, net of tax, attributable to equity holder of the parent | 38,234 | 44,490 | 45,594 |
| Total comprehensive income (continuing), net of tax, non-controlling interest | 370 | 594 | -77 |
| Total comprehensive income for the period, net of tax, non-controlling interest | 370 | 594 | -77 |
(a) Translation exposure gives rise to non-cash exchange gains/losses. Examples are foreign equity and other long-term investments abroad. These long-term investments give rise to periodic translation gains/losses that are non-cash in nature until the investment is realized or liquidated. The comprehensive income line commonly shows a positive result in case the foreign currency in countries where investments were made appreciates versus the euro, and a negative result in case the foreign currency depreciates. In 2015, the positive exchange differences from continuing operations in the comprehensive income line were mainly booked on foreign operations held in US Dollar, Chinese Yuan and Indian Rupee.
In 2013, the negative exchange differences in the comprehensive income line from continuing operations were mainly booked on foreign operations held in Indian Rupee, US Dollar and Norwegian Krone; in the discontinued operations the negative exchange differences were mainly booked on foreign operations held in US Dollar.
The accompanying notes are an integral part of this income statement
In 2014, the positive exchange differences from continuing operations in the comprehensive income line were mainly booked on foreign operations held in US Dollar, Chinese Yuan and Indian Rupee. In the discontinued operations the positive exchange differences in the comprehensive income line were mainly related to foreign operations held in US Dollar.
| IN THOUSANDS OF EURO | NOTE | 31/12/2015 | 31/12/2014 | 31/12/2013 |
|---|---|---|---|---|
| ASSETS | ||||
| Goodwill | 10 | 132,386 | 143,774 | 133,656 |
| Capitalized development cost | 11 | 22,846 | 71,351 | 80,044 |
| Other intangible assets | 12 | 52,628 | 55,926 | 53,808 |
| Land and buildings | 12 | 20,221 | 21,315 | 26,179 |
| Other tangible assets | 12 | 72,346 | 44,597 | 38,089 |
| Investments | 9 | 9,031 | 14,360 | 11,824 |
| Deferred tax assets | 13 | 78,031 | 68,219 | 62,325 |
| Other non-current assets | 15 | 23,226 | 15,736 | 14,200 |
| Non-current assets | 410,715 | 435,278 | 420,125 | |
| Inventory | 14 | 165,960 | 185,631 | 159,438 |
| Trade debtors | 15 | 186,910 | 170,486 | 141,342 |
| Other amounts receivable | 15 | 26,157 | 18,940 | 43,722 |
| Cash and cash equivalents | 16 | 341,277 | 145,340 | 156,545 |
| Prepaid expenses and accrued income | 9,308 | 8,948 | 7,635 | |
| Assets from discontinued operations | 3 | - | 110,761 | 119,015 |
| Current assets | 729,612 | 640,106 | 627,696 | |
| Total assets | 1,140,327 | 1,075,384 | 1,047,822 | |
| EQUITY AND LIABILITIES | ||||
| Equity attributable to equityholders of the parent | 18 | 597,739 | 587,415 | 574,943 |
| Non-controlling interests | 13,925 | 7,146 | 4,423 | |
| Equity | 611,664 | 594,561 | 579,366 | |
| Long-term debts | 16 | 79,527 | 57,737 | 40,410 |
| Deferred tax liabilities | 13 | 4,462 | 6,830 | 11,217 |
| Other long-term liabilities | 17 | 2,839 | - | 12,329 |
| Non-current liabilities | 86,828 | 64,567 | 63,956 | |
| Current portion of long-term debts | 16 | 10,000 | 7,130 | 3,582 |
| Short-term debts | 16 | 2,124 | 19,253 | 11,613 |
| Trade payables | 19 | 139,504 | 109,091 | 103,713 |
| Advances received from customers | 19 | 113,874 | 107,544 | 87,484 |
| Tax payables | 13,016 | 15,171 | 28,987 | |
| Employee benefit liabilities | 48,757 | 44,759 | 46,208 | |
| Other current liabilities | 7,690 | 5,204 | 12,078 | |
| Accrued charges and deferred income | 59,967 | 33,390 | 30,427 | |
| Provisions | 20 | 46,903 | 40,148 | 42,279 |
| Liabilities from discontinued operations | 3 | - | 34,567 | 38,128 |
| Current liabilities | 441,835 | 416,257 | 404,500 | |
| Total equity and liabilities | 1,140,327 | 1,075,384 | 1,047,822 | |
The accompanying notes are an integral part of this balance sheet
| IN THOUSANDS OF EURO | NOTE | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | ||||
| EBIT after restructuring and goodwill impairment | -27,401 | 27,509 | 66,014 | |
| Impairment of capitalized development costs and goodwill | 6 | 25,650 | 7,244 | 739 |
| Gain on sale Orthogon | 4(d) | -1,406 | -6,650 | - |
| Amortization capitalized development cost | 4 | 44,575 | 49,969 | 40,193 |
| Depreciation of tangible and intangible fixed assets | 12 | 22,906 | 19,291 | 21,515 |
| Gain/(Loss) on tangible fixed assets | -543 | -69 | 7 | |
| Share options recognized as cost | 18 | 1,313 | 1,268 | 1,337 |
| Share in the profit/(loss) of joint ventures and associates | 9 | -1,073 | 68 | 61 |
| Discontinued operations : cash flow from operating activities | 3 | -4,407 | 21,281 | 15,347 |
| Gross operating cash flow | 59,614 | 119,911 | 145,213 | |
| Changes in trade receivables | -5,443 | -19,669 | 29,064 | |
| Changes in inventory | 27,565 | -11,915 | 24,501 | |
| Changes in trade payables | 16,297 | 220 | -29,644 | |
| Other changes in net working capital | 37,467 | 4,740 | 4,184 | |
| Discontinued operations : change in net working capital | 3 | 12,767 | 538 | 3,919 |
| Change in net working capital | 88,652 | -26,086 | 32,024 | |
| NET OPERATING CASH FLOW | 148,266 | 93,825 | 177,238 | |
| Interest received | 4,303 | 3,022 | 1,420 | |
| Interest paid | -4,098 | -4,156 | -3,493 | |
| Income taxes | -14,938 | -2,993 | -18,410 | |
| Discontinued operations : income taxes and interest received/(paid) | 3 | -5,094 | -17 | -564 |
| Cash flow from operating activities | 128,439 | 89,681 | 156,190 |
The accompanying notes are an integral part of this cash flow statement
| IN THOUSANDS OF EURO | NOTE | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| CASH FLOW FROM INVESTING ACTIVITIES | ||||
| Expenditure on product development | 4 | - | -47,691 | -54,795 |
| Purchases of tangible and intangible fixed assets | 12 | -14,730 | -8,326 | -21,442 |
| Proceeds on disposals of tangible and intangible fixed assets | 1,137 | 4,312 | 255 | |
| Acquisition of Group companies, net of acquired cash | 1.2, 25 | -9,635 | -21,915 | -51,686 |
| Disposal of Group companies, net of disposed cash | 1.2, 25 | 139,622 | 10,590 | - |
| Other investing activities (a) | -23,072 | -15,699 | -3,060 | |
| Dividend distributed to non-controlling interest | -3,006 | -1,792 | - | |
| Capital increase from non-controlling interest | 406 | - | - | |
| Discontinued operations : cash flow from investing activities | 3 | -887 | -12,888 | -8,699 |
| Cash flow from investing activities (including acquisitions and divestments) | 89,835 | -93,409 | -139,428 | |
| CASH FLOW FROM FINANCING ACTIVITIES | ||||
| Dividends paid | -19,364 | -18,410 | -16,856 | |
| Capital increase/(decrease) | 895 | 314 | 7,713 | |
| (Acquisition)/sale of own shares | -1,744 | -11,335 | 1,390 | |
| Proceeds from (+)/Payments (-) of long-term liabilities | 8,740 | 19,346 | 17,860 | |
| Proceeds from (+), payments of (-) short-term liabilities | -17,980 | -8,255 | 12,678 | |
| Discontinued operations: cash flow from financing activities | 3 | -36 | -32 | |
| Cash flow from financing activities | -29,453 | -18,375 | 22,753 | |
| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 188,821 | -22,103 | 39,515 | |
| Cash and cash equivalents at beginning of period | 145,340 | 156,545 | 122,139 | |
| Cash and cash equivalents (CTA) | 7,116 | 10,897 | -5,109 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 341,277 | 145,340 | 156,545 |
The accompanying notes are an integral part of this cash flow statement
(a) Per 31 December 2015 Other investing activities relate to the investment in the One Campus project, the new building at headquarters, for an amount of € 23.1 million euro, which is mainly financed with long term liabilities (2014: 13.7 million euro)
The accompanying notes are an integral part of this statement
| IN THOUSANDS OF EURO | SHARE CAPITAL AND PREMIUM |
RETAINED EARNINGS |
SHARE-BASED PAYMENTS | CUMULATIVE TRANSLATION ADJUSTMENT |
CASH FLOW HEDGE RESERVE |
OWN SHARES | EQUITY ATTRIBUTABLE TO EQUITY- HOLDERS OF THE PARENT |
NON CONTROLLING INTEREST |
EQUITY |
|---|---|---|---|---|---|---|---|---|---|
| Other comprehensive income (loss) for the period (discontinued), net of tax |
- | - | - | 1,777 | - | - | 1,777 | - | 1,777 |
| Other comprehensive income (loss) for the period (continuing), net of tax |
- | -71 | - | 16,195 | -1,201 | - | 14,924 | 594 | 15,518 |
| Other comprehensive income (loss) for the period, net of tax |
- | -71 | - | 17,972 | -1,201 | - | 16,701 | 594 | 17,295 |
| Share-based payment | - | - | 1,268 | - | - | - | 1,268 | - | 1,268 |
| Exercise of options | - | - | -1,600 | - | - | 4,132 | 2,532 | - | 2,532 |
| Share buy-back | - | - | - | - | - | -13,866 | -13,866 | - | -13,866 |
| Balance on 31 December 2014 | 198,083 | 472,822 | 5,942 | -33,589 | -1,857 | -53,984 | 587,415 | 7,146 | 594,561 |
| BALANCE ON 1 JANUARY 2015 | 198,083 | 472,822 | 5,942 | -33,589 | -1,857 | -53,984 | 587,415 | 7,146 | 594,561 |
| Net income/(loss) (continuing) attribut able to the equity holder of the parent |
- | -29,563 | - | - | - | - | -29,563 | 9,009 | -20,554 |
| Net income (discontinued) attributable to the equity holder of the parent |
- | 47,031 | - | - | - | - | 47,031 | - | 47,031 |
| Net income attributable to equityholders of the parent |
- | 17,468 | - | - | - | - | 17,468 | 9,009 | 26,477 |
| Dividend | - | -19,364 | - | - | - | - | -19,364 | - | -19,364 |
| Dividend distributed to non controlling interest |
- | - | - | - | - | - | - | -3,006 | -3,006 |
| Capital and share premium increase | 895 | 895 | 406 | 1,301 | |||||
| Other comprehensive income (loss) for the period (discontinued), net of tax |
- | - | - | - | - | - | - | - | - |
| Other comprehensive income (loss) for the period (continuing), net of tax |
- | - | - | 11,169 | 588 | - | 11,757 | 370 | 12,127 |
| Other comprehensive income (loss) for the period, net of tax |
- | - | - | 11,169 | 588 | - | 11,757 | 370 | 12,127 |
| Share-based payment | - | - | 1,313 | - | - | - | 1,313 | - | 1,313 |
| Exercise of options | - | - | -1,286 | - | - | 4,587 | 3,301 | - | 3,301 |
| Share buy-back | - | - | - | - | - | -5,046 | -5,046 | - | -5,046 |
| Balance on 31 December 2015 | 198,978 | 470,926 | 5,968 | -22,421 | -1,269 | -54,443 | 597,739 | 13,925 | 611,664 |
The accompanying notes are an integral part of this statement
The consolidated financial statements of the Barco group have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted for use in the EU. All standards and interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) effective year-end 2015 and adopted by the European Union are applied by Barco.
The consolidated financial statements are presented in thousands of euro and are prepared under the historical cost convention, except for the measurement at fair value of investments and derivative financial instruments. The financial statements were authorized for issue by the board of directors on 8 February 2016. The chairman has the power to amend the financial statements until the shareholders' meeting of 28 April 2016.
The consolidated financial statements comprise the financial statements of the parent company, Barco nv, and its controlled subsidiaries, after the elimination of all intercompany transactions.
Subsidiaries are consolidated from the date the parent obtains control until the date control ceases. Acquisitions of subsidiaries are accounted for using the purchase method of accounting. Control exists when Barco is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of subsidiaries are prepared according to the parent's company reporting schedule, using consistent accounting policies.
Non-controlling Interests represent the portion of profit or loss and net assets not held by the group and are presented separately in the income statement and within equity in the consolidated balance sheet, separately from shareholder's equity.
Investments in associated companies over which the company has significant influence (typically those that are 20-50% owned) are accounted for under the equity method of accounting and are carried in the balance sheet at the lower of the equity method amount and the recoverable amount, and the pro rata share of income (loss) of associated companies is included in income.
The company only operates via joint ventures for which the equity method is used, which involves recognizing a proportionate share of the joint ventures on the face of its income statement. The investment is presented as non-current asset on the face of the balance sheet.
Goodwill represents the excess of the cost of the acquisition over the fair value of identifiable net assets and contingent liabilities of a subsidiary or associated company at the date of acquisition. Goodwill is carried at cost less any accumulated impairment losses.
Research and development costs are expensed as incurred, except for development costs, which relate to the design and testing of new or improved materials, products or technologies, which are capitalized to the extent that it is expected that such assets will generate future economic benefits and the recognition criteria of IFRS are met. Shorter life cycles, unpredictability of which development projects will become successful together with the volatility of technologies and the markets Barco operates in, made the board of directors conclude that Barco's development expenses in 2015 no longer meet the criteria of IAS38.57. As the criteria of IAS38.57 are no longer fulfilled, capitalization of development expenses in 2015 was not allowed.
Capitalized development costs are amortized on a systematic basis over their expected useful lives. General estimate of useful life is 2 years, unless a longer or shorter period can be justified.
Intangible assets acquired separately are capitalized at cost.
Intangible assets acquired as part of a business combination are capitalized at fair value separately from goodwill if the fair value can be measured reliably on initial recognition and are amortized over their economic life time. Other intangible assets are amortized on a straight-line basis not exceeding 7 years.
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Generally, depreciation is computed on a straight-line basis over the estimated useful life of the asset. The carrying amounts are reviewed at each balance sheet date to assess whether they are recorded in excess of their recoverable amounts, and where carrying values exceed this estimated recoverable amount, assets are written down to their recoverable amount.
Estimated useful life is:
| - | buildings | 20 years |
|---|---|---|
| - | installations | 10 years |
| - | production machinery | 5 years |
| - | measurement equipment | 4 years |
| - | tools and models | 3 years |
| - | furniture | 10 years |
| - | office equipment | 5 years |
| - | computer equipment | 3 years |
| - | vehicles | 5 years |
| - | demo material | 1 to 3 years |
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset is included in profit or loss in the year the asset is derecognized.
Finance leases, which effectively transfer to the group substantially all risks and benefits incidental to ownership of the leased item, are capitalized as property, plant and equipment at the fair value of the leased property, or, if lower, at the present value of the minimum lease payments. The corresponding liabilities are recorded as longterm or current liabilities depending on the period in which they are due. Lease interest is charged to the income statement as a financial cost using the effective interest method. Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.
Operating leases, where the lessor effectively retains substantially all the risks and benefits of ownership over the lease term, are classified as operating leases. Operating lease payments are expressed in the income statement on a straight line basis over the lease term.
Investments are treated as financial assets available for sale and are initially recognized at cost, being the fair value of the consideration given and including acquisition costs associated with the investment. For investments quoted in an active market, the quoted market price is the best measure of fair value. For investments not quoted in an active market, the carrying amount is the historical cost, if a reliable estimate of the fair value cannot be made. An impairment loss is recorded when the carrying amount exceeds the estimated recoverable amount.
Other non-current assets include long-term interest-bearing receivables and cash guarantees. Such long-term receivables are accounted for as loans and receivables originated by the company and are carried at amortized cost. An impairment loss is recorded when the carrying amount exceeds the estimated recoverable amount.
Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first in first out (FIFO) or weighted average basis. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs of completing the sale.
In addition to the cost of materials and direct labor, the relevant proportion of production overhead is included in the inventory values.
Revenue is recognized when it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. For product sales, revenue is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer. Sales are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable, and collectability is probable.
For revenue out of projects, the percentage of completion method is used, provided that the outcome of the project can be assessed with reasonable certainty. These projects generally have a lifetime of less than one year.
For sales of services, revenue is recognized by reference to the stage of completion.
Government grants related to development projects, for which costs are capitalized, are classified as deferred income and recognized as income in proportion to the depreciation of the underlying fixed assets. Government grants related to research projects and other forms of government assistance are recognized as income upon irreversible achievement and by reference to the relevant expenses incurred.
Trade debtors and other amounts receivable are shown on the balance sheet at nominal value (in general, the original amount invoiced) less an allowance for doubtful debts. Such an allowance is recorded in operating income when it is probable that the company will not be able to collect all amounts due. Allowances are calculated on an individual basis, and on a portfolio basis for groups of receivables that are not individually identified as impaired. The calculation of the allowances is based on an aging analysis of the trade debtors.
Cash and cash equivalents consist of cash on hand and balances with banks and short-term investments with an original maturity date or notice period of three months or less. It is the group's policy to hold investments to maturity. All investments are initially recognized at fair value, which is the cost at recognition date. Gains and losses are recognized in income when the investments are redeemed or impaired, as well as through the amortization process.
Provisions are recorded when the group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made to the amount of the obligation.
The group recognizes the estimated liability to repair or replace products still under warranty at the balance sheet date. The provision is calculated based on historical experience of the level of repairs and replacements.
A provision for restructuring is only recognized when the group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly before the balance sheet date.
The transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit.
All loans and borrowings are initially recognized at cost, being the fair value of the consideration received net of issue costs associated with the loan/borrowing. Subsequent to initial recognition, interest-bearing loans and borrowings are stated at amortized cost using the effective interest rate method. Amortized cost is calculated by taking into account any issue costs and any discount or premium on settlement.
Trade and other payables are stated at fair value, which is the cost at recognition date.
Employee benefits are recognized as an expense when the group consumes the economic benefit arising from service provided by an employee in exchange for employee benefits, and as a liability when an employee has provided service in exchange for employee benefits to be paid in the future. As long as the minimum guarantees according to the Belgium legislation are met, Barco threat this as Defined Contribution plans. Obligations for these plans are recognized as an expense in the income statement as incurred. Pension obligations caused by legal requirements and some exceptional cases where the additional pension plan includes defined benefit obligations, are treated as post employment benefits of a defined benefit type.
Transactions in foreign currencies are recorded at the rates of exchange prevailing at the date of transaction or at the end of the month before the date of the transaction. At the end of the accounting period the unsettled balances on foreign currency receivables and liabilities are valued at the rates of exchange prevailing at the end of the accounting period. Foreign exchange gains and losses are recognized in the income statement in the period in which they arise.
In the consolidated accounts all items in the profit and loss accounts of foreign subsidiaries are translated into euro at the average exchange rates for the accounting period. The balance sheets of foreign group companies are translated into euro at the rates of exchange ruling at the year-end. The resulting exchange differences are classified in a separate component of 'other comprehensive income', until disposal of the investment.
Derivative financial instruments are recognized initially at cost, which is the fair value of the consideration given (in the case of an asset) or received (in the case of a liability) for it. Transaction costs are considered in the initial measurement of all financial assets and liabilities. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The fair values of derivative interest contracts are estimated by discounting expected future cash flows using current market interest rates and yield curve over the remaining term of the instrument. The fair value of forward exchange contracts is their market price at the balance sheet date.
Derivative financial instruments that are either hedging instruments that are not designated or do not qualify as hedges are carried at fair value with changes in value included in the income statement.
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognized asset or liability, or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative financial instrument is recognized directly in 'other comprehensive income' with the ineffective part recognized directly in profit and loss.
Current taxes are based on the results of the group companies and are calculated according to local tax rules.
Deferred tax assets and liabilities are determined, using the liability method, for all temporary differences arising between the tax basis of assets and liabilities and their carrying values for financial reporting purposes. Tax rates used are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted at the balance sheet date.
Deferred tax assets are recognized for all deductible temporary
differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry-forward of unused tax credits and tax losses can be utilized. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
Goodwill is reviewed for impairment at least annually. For other tangible and intangible assets, at each balance sheet date, an assessment is made as to whether any indication exists that assets may be impaired. If any such indication exists, an impairment test is carried out in order to determine if and to what extent a valuation allowance is necessary to reduce the asset to its value in use (the present value of estimated future cash flows) or, if higher, to its fair value less cost to sell. The fair value less costs to sell is the amount obtainable from the sale of an asset in an arm's length transaction less the costs to sell while value in use is the present value of the future cash flows expected to be derived from an asset. Recoverable amounts are estimated for individual assets or, if this is not possible, for the cash-generating unit to which the assets belong. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.
Impairment losses are recognized in the income statement. Reversal of impairment losses recognized in prior years is included as income when there is an indication that the impairment losses recognized for the asset are no longer needed or the need has decreased, except for impairment losses on goodwill, which are never reversed.
Barco created warrants for staff and non-executive directors as well as for individuals who play an important role for the company. According to the publication of IFRS2, the cost of share-based payment transactions is reflected in the income statement. The warrants are valued at grant date, based on the share price at grant date, exercise price, expected volatility, dividend estimates, and interest rates. Warrant cost is taken into result on a straight-line basis from the grant date until the first exercise date.
The group calculates both basic and diluted earnings per share in accordance with IAS 33, Earnings per share. Under IAS 33, basic earnings per share are computed using the weighted average number of shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of shares outstanding during the period plus the dilutive effect of warrants outstanding during the period. As diluted earnings per share can not be higher than basic earnings per share, diluted earnings per share are kept equal to basic earnings per share in case of negative net earnings.
A discontinued operation is a component of the group that either has been disposed of, or is classified as held for sale and represents a separate major line of business and is part of a single coordinated plan to dispose of a separate major line of business or is a subsidiary acquired exclusively with a view to resale.
The group classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale expected within one year from the date of the classification. Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale. Immediately before classification as held for sale, the group measures the carrying amount of the asset (or all the assets and liabilities in the disposal group) in accordance with applicable IFRSs. Then, on initial classification as held for sale, non-current assets and disposal groups are recognized at the lower of their carrying amounts and fair value less costs to sell. Impairment losses are recognized for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell.
The Group applied certain standards and amendments for the first time in 2015.
The nature and the impact of each of the following new standards, amendments and/or interpretations are described below:
Standards and interpretations issued but not yet effective up to the date of issuance of the Group's financial statements are listed below. The listing of standards and interpretations issued below are considered to have a limited impact on disclosures, financial position or performance when applied at a future date except for IFRS 15. The Group intends to adopt these standards and interpretations when they become effective.
Not yet endorsed by the EU as per 1 January 2015
Amendments to IAS 16 Property, Plant and Equipment and IAS 41 Agriculture – Bearer Plants, effective 1 January 2016
The IASB issue in May 2014 IFRS 15, the new international financial reporting standard on revenue recognition. IFRS 15 establishes a new five-step model that will apply to revenue arising from contracts with customers. The new revenue standard will supersede all current revenue recognition requirements under IFRS. Adoption of IFRS 15 is not mandatory until annual periods beginning on or after 1 January 2018. Early adoption is permitted. IFRS 15 has not yet been endorsed by the EU.
Based on an initial assessment, IFRS 15 may have the next impacts:
• A significant impact on the timing of recognition of revenue on individual long-term contracts, although this impact is likely to be significantly reduced at a Group level when all long-term contracts (with different start and end dates) are combined.
impact of the pronouncements of the Transition Resource Group with respect to license revenues.
The Group will continue to assess the impact and monitors any statements from the IASB.
We refer to the chapter 'Risk factors' on page 91 for an overview of the risks affecting businesses of the Barco Group.
Shorter life cycles, unpredictability of which development projects will become successful together with the volatility of technologies and the markets Barco operates in, made the board of directors conclude that Barco's development expenses in 2015 no longer meet the criteria of IAS38.57. As the criteria of IAS38.57 are no longer fulfilled, our accounting policy, with respect to research and development costs, does no longer allow the capitalization of development expenses. Before 2015, development costs are capitalized in accordance with the accounting policy. Capitalization of costs was based on management's judgment that technological and economical feasibility was confirmed, usually when a product development project reached a defined milestone according to an established project management model. In determining the amounts to be capitalized management made assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits.
• Impairment of development costs: Barco tests the capitalized development for impairment if there are indications that capitalized development might be impaired (see note 10. 'Capitalized development costs').
| COUNTRY OF INCORPORATION |
LEGAL ENTITY | REGISTERED OFFICE | % |
|---|---|---|---|
| Europe, Middle-East and Africa | |||
| ARGENTINA | Barco Argentina S.R.L. | c/o Grant Thornton Argentina, Avenida Corrientes 327 piso 3, C1043AAD Buenos Aires ARGENTINA | 100 |
| BELGIUM | Barco Coordination Center NV | President Kennedypark 35, 8500 Kortrijk BELGIUM | 100 |
| BELGIUM | Barco Integrated Solutions NV | President Kennedypark 35, 8500 Kortrijk BELGIUM | 100 |
| BELGIUM | Innovative Designs NV | President Kennedypark 35, 8500 Kortrijk BELGIUM | 100 |
| BELGIUM | Barco Silex SA | Scientific Parc, rue du Bosquet 7, 1348 Ottignies, Louvain-La-Neuve BELGIUM | 100 |
| BELGIUM | dZine NV | President Kennedypark 35, 8500 Kortrijk BELGIUM | 100 |
| BRAZIL | Barco Ltda. | Av. Ibirapuera, 2332, 8° andar, conj 82, Torre II, Moema, 04028-002 São Paulo BRAZIL | 100 |
| COLOMBIA | Barco Colombia SAS | Carrera 15, n° 88-64, Torre Zimma Oficina 610, 110221 Bogota COLOMBIA | 100 |
| DENMARK | Barco A/S | c/o PwC, att. RAS Strandvejen 44, 2900 Hellerup DENMARK | 100 |
| FRANCE | Barco SAS | 177 avenue Georges Clémenceau, Immeuble "Le Plein Ouest", 92000 Nanterre FRANCE | 100 |
| FRANCE | Barco Silex SAS | ZI Rousset-Peynier, Immeuble CCE-CD6, Route de Trets, 13790 Peynier FRANCE | 100 |
| GERMANY | Barco Control Rooms GmbH | Greschbachstrasse 5 a, 76229 Karlsruhe GERMANY | 100 |
| GERMANY | Barco GmbH | Greschbachstrasse 5 a, 76229 Karlsruhe GERMANY | 100 |
| ITALY | Barco S.r.l. | Via Monferrato 7, 20094 Corsico-MI ITALY | 100 |
| ITALY | FIMI S.r.l. | c/o Studio Ciavarella, via Vittor Pisani n. 6, 20124 Milano ITALY | 100 |
| MEXICO | Barco Visual Solutions S.A. de C.V. | Mariano Escobedo No. 476 Piso 10 Col. Anzures, C.P. 11590 D.F. México MEXICO | 100 |
| NETHERLANDS | Barco B.V. | Helmond NETHERLANDS | 100 |
| NORWAY | Barco Norway AS | c/o Grant Thornton, Bogstadveien 30, 0355 Oslo NORWAY | 100 |
| NORWAY | Barco Fredrikstad AS | Habornveien 53, 1630 Gamle Fredrikstad NORWAY | 100 |
| NORWAY | Habornveien Hjemmel AS | Habornveien 53, 1630 Gamle Fredrikstad NORWAY | 100 |
| POLAND | Barco Sp. z o.o. | Annopol 17, 02-236 Warsaw POLAND | 100 |
| RUSSIA | Barco Services OOO | ulitsa Kondratyuka, 3, 129515 Moscow RUSSIAN FEDERATION | 100 |
| SPAIN | Barco Electronic Systems, S.A. | Travesera de las Corts 371, 08029 Barcelona SPAIN | 100 |
| SWEDEN | Barco Sverige AB | Kyrkvägen 1, 192 72 Sollentuna SWEDEN | 100 |
| UNITED KINGDOM | Barco Ltd. | Venture House, 2 Arlington Square, Downshire Way, RG12 1WA Bracknell, Berkshire UNITED KINGDOM | 100 |
| UNITED KINGDOM | JAOtech Ltd. | Venture House, 2 Arlington Square, Downshire Way, RG12 1WA Bracknell, Berkshire UNITED KINGDOM | 100 |
| COUNTRY OF INCORPORATION |
LEGAL ENTITY | REGISTERED OFFICE | % |
|---|---|---|---|
| Americas | |||
| CANADA | Barco Visual Solutions, Inc. | 2000 Mansfield Drive, Suite 1400, Montreal, H3A 3A2 Quebec CANADA | 100 |
| CANADA | X2O Media Inc. | 147 Saint Paul Street West, Suite 300, H2Y 1Z5 Montreal, Quebec CANADA | 100 |
| UNITED STATES | Barco, Inc. | 1209 Orange Street, 19801 Wilmington-DE UNITED STATES | 100 |
| UNITED STATES | Barco Lighting Systems, Inc. | 350 N. St. Paul St., 75201 Dallas-TX UNITED STATES | 100 |
| UNITED STATES | Advan Int'l Corp. | 47817 Fremont Blvd. , 94538 Fremont-CA UNITED STATES | 100 |
| Asia-Pacific | |||
| AUSTRALIA | Barco Systems Pty. Ltd. | 2 Rocklea Drive, VIC 3207 Port Melbourne AUSTRALIA | 100 |
| CHINA | Barco Trading (Shanghai) Co., Ltd. | Rm501, 180 Hua Shen Road, Wai Gao Qiao Free Trade Zone, 200031 Shanghai CHINA | 100 |
| CHINA | Barco Visual (Beijing) Electronics Co., Ltd. | No. 16 Changsheng Road, Chang Ping Park, Zhong Guan Cun Science Park, Chang Ping District, 102200 Beijing CHINA | 100 |
| CHINA | Barco Visual (Beijing) Trading Co., Ltd. | No. 16 Changsheng Road, Chang Ping Park, Zhong Guan Cun Science Park, Chang Ping District, 102200 Beijing CHINA | 100 |
| CHINA | CFG Barco (Beijing) Electronics Co., Ltd. | No. 16 Changsheng Road, Chang Ping Park, Zhong Guan Cun Science Park, Chang Ping District, 102200 Beijing CHINA | 58 |
| HONG KONG | Barco Ltd. | Suite 2607-2610, 26/F, Prosperity Center, 25 Chong Yip Street, Kwun Tong, Kowloon HONG KONG | 100 |
| HONG KONG | Barco Visual Electronics Co., Ltd. | Suite 2607-2610, 26/F, Prosperity Center, 25 Chong Yip Street, Kwun Tong, Kowloon HONG KONG | 100 |
| HONG KONG | Barco China (Holding) Ltd. | Suite 2607-2610, 26/F, Prosperity Center, 25 Chong Yip Street, Kwun Tong, Kowloon HONG KONG | 100 |
| INDIA | Barco Electronic Systems Pvt. Ltd. | c/o Perfect Accounting & Shared Services P.Ltd., E-20, 1st & 2nd Floor, Main Market, Hauz Khas, 110016 New Delhi INDIA | 100 |
| JAPAN | Barco Co., Ltd. | Yamato International Bldg 8F, 5-1-1 Heiwajima, Ota-ku, 143-0006 Tokyo JAPAN | 100 |
| SOUTH KOREA | Barco Ltd. | 42 Youngdongdaero 106-Gil, Gangnam-Gu, 135-881 Seoul SOUTH KOREA | 100 |
| MALAYSIA | Barco Sdn. Bhd. | No. 13A, Jalan SS21/56B, Damansara Utama, 47400 Petaling Jaya, Selangor MALAYSIA | 100 |
| SINGAPORE | Barco Singapore Private Limited | No. 10 Changi South Lane #04-01, 486162 Singapore SINGAPORE | 100 |
| TAIWAN | Barco Ltd. | 33F., No. 16, Xinzhan Rd., Banqiao Dist., 220 New Taipei City TAIWAN | 100 |
| TAIWAN | Awind Inc. | 33F., No. 16, Xinzhan Rd., Banqiao Dist., 220 New Taipei City TAIWAN | 100 |
| TAIWAN | Barco Taiwan Technology Ltd. | No. 5, Ti Tang Gang Rd., Feng Hua Village, Xin Shi District, 74148 Tainan City TAIWAN | 90 |
| COUNTRY OF INCORPORATION | LEGAL ENTITY | REGISTERED OFFICE | % |
|---|---|---|---|
| Europe, Middle-East and Africa | % | ||
| NORWAY | Habornveien 53 AS | Habornveien 53, 1630 Gamle Fredrikstad NORWAY | 42 |
| Americas | |||
| UNITED STATES | Audience Entertainment LLC | 108 West 13th Street, 19801 Wilmington, Delaware | 28 |
Exemption of publishing Financial Statements and management report according German legislation §264 Abs. 3 HGB :
Following subsidiary-companies will be released of publishing their financial statements and management report 2015:
These companies are included in the consolidation scope of Barco Consolidated 2015 as listed above.
Per 12 June 2015, Barco acquired 100% of the shares of the US-based company Advan Int'l Corp, a manufacturer of high-quality LCD displays for medical modality applications. The acquisition fits within Barco's strategy to grow its market share in the modality imaging segment and strengthen its partnerships with leading medical device manufacturers worldwide.
As the effective control is transferred on 1 July, 2015, the Advan figures are taken up in the figures of the Barco Group from 1 July, 2015 onwards.
In 2015 Advan has contributed six months of turnover and EBITDA: 10.7 million euro to the total turnover of the Group, contributing to the net result (1.1 million euro EBITDA).
If the acquisition had taken place at the beginning of the year, the total turnover would have been 19.5 million euro and the EBITDA for the period would have been 0.9 million euro.
Transaction costs of € 0.1m have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows.
The acquisition has been accounted for using the acquisition method conform IFRS3 Business Combinations (Revised).
The following table summarizes the consideration paid for Advan and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date.
| Assets and Liabilities Advan | 07/01/15 | ||
|---|---|---|---|
| IN THOUSANDS OF EURO | BEFORE ACQUISITION | FAIR VALUE RESTATEMENTS |
AFTER ACQUISITION |
| Total non-current assets | 1,049 | 1,999 | 3,048 |
| Inventory | 2,427 | -804 | 1,623 |
| Trade receivables | 2,815 | - | 2,815 |
| Other current assets | 449 | - | 449 |
| Total current assets | 5,692 | -804 | 4,887 |
| Total non-current liabilities | - | -312 | -312 |
| Total current liabilities | -2,934 | -406 | -3,340 |
| Cash | 2,168 | - | 2,168 |
| Total net assets acquired | 5,976 | 477 | 6,452 |
| Upfront consideration | 10,104 | ||
| Contingent consideration | 1,123 | ||
| Total acquisition cost | 11,226 | ||
| Goodwill | 4,774 |
| Cash flow on acquisition | 07/01/15 |
|---|---|
| Net cash acquired with the subsidiary | 2,168 |
| Cash paid | -11,804 |
| Net cash flow on acquisition | -9,635 |
The total transaction cost paid at closing amounts to 13.5 million dollar, of which 3.4 million dollar was put in escrow. The contract further provides for an additional earn-out, which is based on the future performance of Advan and is capped at 5 million dollar over the next three years.
The goodwill recognized at acquisition is related to the future cash flows Barco expects to realize based on the sale of products to the Advan customers. The goodwill is not tax deductible. The goodwill has been assigned to the Healthcare division.
See note 3. Discontinued operations for further details.
Per 19 March 2014, Barco acquired 100% of the shares of the Canadian-based company X2O Media Inc. The acquisition reflects Barco's strategy to move beyond display and projection technology and expands Barco's portfolio with a complete solution to deliver enhanced and cross-divisional content distribution and workflow, based on advanced networking and connectivity capabilities.
The effective control was transferred on 1 April 2014. X2O is integrated in the Barco organization in the business unit as part of the Enterprise division, allowing it to continue the development of its platform technology, while leveraging its business growth from Barco's worldwide sales and service presence. In addition, the X2O specific capabilities and technology will be integrated gradually in solutions for all Barco's markets.
The acquisition has been accounted for using the acquisition method
conform IFRS3 Business Combinations (Revised). In 2014 X2O contributed nine months of turnover and EBITDA: 2.3 million euro to the total turnover of the Group, though in its start-up phase not yet contributing to the net result (-2.6 million euro EBITDA).
If the acquisition had taken place at the beginning of the year, the total turnover would have been 2.6 million euro and the EBITDA for the period would have been -2.7 million euro.
Transaction costs of € 0.1m have been expensed and are included in administrative expenses in the statement of profit or loss and are part of operating cash flows in the statement of cash flows.
The following table summarizes the consideration paid for X2O and the fair values of the assets acquired and liabilities assumed recognized at the acquisition date.
| Assets and Liabilities X2O | 04/01/2014 | ||
|---|---|---|---|
| IN THOUSANDS OF EURO | BEFORE ACQUISITION | FAIR VALUE RESTATEMENTS |
AFTER ACQUISITION |
| Other intangible fixed assets | 1 | 3,204 | 3,204 |
| Other tangible fixed assets | 41 | -16 | 25 |
| Total non-current assets | 42 | 3,187 | 3,229 |
| Trade receivables | 591 | 65 | 656 |
| Other current assets | 813 | - | 813 |
| Total current assets | 1,404 | 65 | 1,469 |
| Financial lease loan | -5 | 0 | -5 |
| Deferred tax liability | 0 | -855 | -855 |
| Total non-current liabilities | -5 | -855 | -859 |
| Other short term debts | -20 | - | -20 |
| Other current liabilities | -1,431 | -76 | -1,507 |
| Total current liabilities | -1,451 | -76 | -1,527 |
| Cash | 94 | - | 94 |
| Total net assets acquired | 84 | 2,322 | 2,407 |
| Upfront consideration | 13,277 | ||
| Total acquisition cost | 13,277 | ||
| Goodwill | 10,870 |
The goodwill recognized at acquisition is related to the future cash flows Barco expects to realize based on the sale of products developed on the X2O technology platform.
The goodwill is not tax deductible. The goodwill has been assigned to the Corporate business unit in the Enterprise division.
On August 1st, 2014 Barco reached an agreement with Exelis, regarding the sale of Barco Orthogon, part of the Ventures (Orthogon) for an amount of 13 million euro, of which 2 million euro was put in escrow over a period of eighteen months (until January 2016), of which 50% to be released after nine months (April 2015). Closing of the transaction happened on the same day.
A gain on the divestment of 6.7 million euro was recognized in other operating income in 2014. In 2015 a price correction caused by an adjustment on the closing net working capital in comparison to the agreed target working capital, of 0.4 million euro was received together with the released escrow of 1 million euro and recognized in other operating income. See note 4. (d)
We refer to note 23 'Cash flow statement: effect of acquisitions and disposals' for impact of the disposal on the cash flow of the group.
On September 29th, 2014, Barco reached an agreement with US-based aerospace and defense group Esterline Corporation to sell its Defense & Aerospace division. The sale, which covers both shares of the legal entities Barco Singapore Private Ltd, Barco Texen, Barco Federal Systems LLC and Barco Electronic Systems Ltd and assets of the Defense & Aerospace division in Belgium and the United States, is valued at 150 million euro. Closing was finalized on January 31st 2015.
According to the requirements of IFRS 5, net income of the Defense & Aerospace division was shown separately on the face of the income statement as 'Net income from discontinued operations' per 31 December 2014. The same was done for the balance sheet of the Defense & Aerospace division per 31 December 2014, as 'Assets and Liabilities from discontinued operations' and for the net cash flows attributable to the operating, investing and financing of discontinued operations. The income statement, the balance sheet and net cash flow per 31 December 2013 have been restated. Disclosures are represented accordingly.
For further information, please refer to note 3. Discontinued operations.
Per 21 February 2013, Barco acquired the remaining shares of the Norway-based company projectiondesign, after acquiring 61% of the shares on 19 December 2012. The acquisition reflects Barco's strategy to strengthen its leading position in high-performance projection technology by advancing further into the mid-segment of its target markets.
The effective control was transferred on 1 January 2013. projectiondesign is integrated in Barco's Entertainment division.
The acquisition has been accounted for using the acquisition method conform IFRS3 Business Combinations (Revised).
The following table summarizes the consideration paid for projectiondesign and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date.
| Assets and Liabilities Projectiondesign | 01/01/13 | ||
|---|---|---|---|
| IN THOUSANDS OF EURO | BEFORE ACQUISITION | FAIR VALUE RESTATEMENTS |
AFTER ACQUISITION |
| Other intangible fixed assets | 157 | 18,384 | 18,541 |
| Leased building | 11,782 | - | 11,782 |
| Other non-current assets | 2,261 | - | 2,261 |
| Total non-current assets | 14,200 | 18,384 | 32,584 |
| Inventory | 16,184 | -2,322 | 13,863 |
| Trade receivables | 11,143 | - | 11,143 |
| Other current assets | 1,182 | - | 1,182 |
| Total current assets | 28,509 | -2,322 | 26,188 |
| Provisions | -203 | -4,245 | -4,448 |
| Leasing debt | -12,016 | - | -12,016 |
| Financial debt | -3,183 | - | -3,183 |
| Deferred tax liability | 1,701 | -3,436 | -1,735 |
| Total non-current liabilities | -13,701 | -7,681 | -21,382 |
| Other current liabilities | -7,511 | - | -7,511 |
| Total current liabilities | -7,511 | - | -7,511 |
| Cash | -716 | - | -716 |
| Total net assets acquired | 20,782 | 8,301 | 29,163 |
| Total acquisition cost | 64,762 | ||
| Goodwill | 35,599 |
Note: Fair value restatements also include restatements from local (Norwegian) Gaap to IFRS.
| Cash flow on acquisition | 01/01/13 |
|---|---|
| Net cash acquired with the subsidiary | -716 |
| Cash paid | -50,832 |
| Net cash flow on acquisition | -51,547 |
The total acquisition cost includes the amount paid at closing of 17.8 million euro in 2013, the amount paid per 19 December 2012 of 33 million euro and a vendor loan of 13.9 million euro (101.5 million NOK) to be paid to the former shareholders, which is considered as a pre-existing right at the moment of the acquisition and repayable in 2014, 2015 and 2016. We opted for full early repayment in 2014. The contract provided for additional earn-out payments, depending on the adjusted EBITDA realized in 2013 (minimum 50 million NOK). Per end of 2013 the requirements for the earn-out payment were not met. The goodwill recognized at acquisition is related to the assembled workforce, the company's ability to develop state-ofthe-art technologies and synergies resulting from the combination of projectiondesign with Barco. Barco is becoming a market leader in projection solutions for both large and mid-venue markets after this acquisition. The goodwill is not tax deductible. The goodwill has been assigned to the Entertainment division.
Per 26 March 2013, Barco acquired 100% of the shares of the Taiwan-based company AWIND, a leading provider of wireless content sharing and WIFI-enabled presentations. This transaction advances Barco's strategy of leveraging its strengths in visualization to establish a leadership position in professional networking and collaboration. The effective control was transferred on 1 April 2013.
The acquisition has been accounted for using the acquisition method conform IFRS3 Business Combinations (Revised).
The following table summarizes the consideration paid for AWIND and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date
| Assets and Liabilities Awind | 04/01/13 | ||
|---|---|---|---|
| IN THOUSANDS OF EURO | BEFORE ACQUISITION |
FAIR VALUE RESTATEMENTS |
AFTER ACQUISITION |
| Other intangible fixed assets | 80 | 12,653 | 12,733 |
| Other tangible fixed assets | 125 | - | 125 |
| Total non-current assets | 205 | 12,653 | 12,858 |
| Inventory | 786 | - | 786 |
| Trade receivables | 919 | - | 919 |
| Other current assets | 276 | - | 276 |
| Total current assets | 1,980 | - | 1,980 |
| Deferred tax liability | - | -2,151 | -2,151 |
| Total non-current liabilities | - | -2,151 | -2,151 |
| Other current liabilities | -743 | - | -743 |
| Total current liabilities | -743 | - | -743 |
| Cash | 2,508 | - | 2,508 |
| Total net assets acquired | 3,949 | 10,502 | 14,451 |
| Upfront consideration | 51,621 | ||
| Deferred consideration | 4,615 | ||
| Total acquisition cost | 56,236 | ||
| Goodwill | 41,785 |
| Cash flow on acquisition | 04/01/13 |
|---|---|
| Net cash acquired with the subsidiary | 2,508 |
| Cash paid | -51,621 |
| Net cash flow on acquisition | -49,113 |
The total acquisition cost includes the amount paid at closing of 52.1 million US dollar (40 million euro recalculated at FX rate acquisition date), 15 million US dollar (11.6 million euro recalculated at FX rate on the acquisition date) put in escrow for 24 months and 6 million US dollar deferred consideration (4.6 million euro recalculated at FX rate on the acquisition date), retained for 15 months. The escrow and deferred consideration have been released within the foreseen period.
The goodwill recognized at acquisition is related to the future cash flows Barco expects to realize based on the sale of products using the AWIND technology. The goodwill is not tax deductible. The goodwill has been assigned to the Corporate business unit as part of the Enterprise division.
Effective as of 1 January 2013, the contract with Barco's joint venture partner China Film Group has been modified, resulting in Barco obtaining control over CFG Barco (Beijing) Electronics Co, Ltd. Barco' s ownership in the company of 58% remained unchanged and no additional consideration was paid for the change in control. As a result of obtaining control CFG Barco has been fully consolidated as from 1 January 2013 onwards. As a result of the full consolidation, a non-controlling interest of 42% is shown as from 1 January 2013. Until 31 December 2012, CFG Barco has been taken up at equity method.
The step acquisition has been accounted for using the acquisition method conform IFRS3 Business Combinations (Revised). Since CFG Barco has been established in 2011 and has taken over all manufacturing activities from Barco China with respect to the projectors for the Chinese market end 2012, the re-measurement of the acquisition date fair value of the equity interest in CFG Barco, held immediately before the acquisition date did not materially differ from the equity interest in the company before the business combination. Therefore no gain or loss needed to be recognized as a result of re-measuring to fair value the equity interest in CFG Barco.
The following table summarizes the amounts of the assets acquired and liabilities assumed of CFG recognized at the date of transfer of control.
| Assets and Liabilities CFG Barco | 01/01/13 | ||
|---|---|---|---|
| IN THOUSANDS OF EURO | BEFORE TRANSFER OF CONTROL |
FAIR VALUE RESTATEMENTS |
AFTER TRANSFER OF CONTROL |
| Deferred tax assets | 728 | - | 728 |
| Other non-current assets | 684 | - | 684 |
| Total non-current assets | 1,412 | - | 1,412 |
| Inventory | 9,959 | - | 9,959 |
| Trade receivables | 14,314 | - | 14,314 |
| Other current assets | 5,919 | - | 5,919 |
| Total current assets | 30,192 | - | 30,192 |
| Trade payables | -13,111 | - | -13,111 |
| Other current liabilities | -12,867 | - | -12,867 |
| Advances received on contracts in progress | -18,480 | - | -18,480 |
| Total current liabilities | -44,457 | - | -44,457 |
| Cash | 18,138 | - | 18,138 |
| Total net assets acquired | 5,285 | - | 5,285 |
In 2013, CFG Barco has contributed 48 million euro to the total turnover of the Group, resulting 8.1 million euro EBITDA.
| 01/01/13 |
|---|
| 18,138 |
| - |
| 18,138 |
Effective 1 January 2015, and in anticipation of closing the divestiture of the Defense & Aerospace activities, Barco continued the streamlining of its organization. Entertainment, Enterprise and Healthcare are now Barco's divisions:
• Healthcare: The Healthcare division remains as is. Barco's Healthcare division delivers high quality displays for the diagnostic and modality imaging market, including segments such as radiology, mammography, surgery and dentistry along with digital networked solutions for the operating room and point-of-care devices.
Management monitors the results of each of the divisions separately, so as to make decisions about resource allocation and performance assessment. Division performance is evaluated based on EBITDA. Group financing (including finance costs and finance revenue) and income taxes are managed on a group basis and are not allocated to the operating divisions.
As a consequence, the group has aligned its segment reporting with this business structure, resulting in three operating segments. The 2014 financials have been restated for comparison reasons. The results of the Orthogon business, sold per July 31st 2014 (see 1.3 Divestments 2014) remain shown as Venture.
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties. With respect to Entertainment and Enterprise the group has applied an asymmetrical allocation of 23.5 million less assets and 6.1 million less liabilities allocated to Enterprise versus Entertainment.
We refer to page 36 for more explanation on the activities performed by each division.
| IN THOUSANDS OF EURO | 2015 | 2014 | VARIANCE 2015-2014 |
||
|---|---|---|---|---|---|
| Net sales | 514,474 | 100.0% | 459,657 | 100.0% | 54,817 |
| - external sales | 513,332 | 99.8% | 459,241 | 99.9% | 54,091 |
| - interdivision sales | 1,142 | 0.2% | 416 | 0.1% | 726 |
| Cost of goods sold | -350,840 | -68.2% | -325,946 | -70.9% | -24,894 |
| Gross profit | 163,634 | 31.8% | 133,711 | 29.1% | 29,923 |
| EBIT before restructuring and goodwill impairment | 13,784 | 2.7% | 27,634 | 6.0% | -13,850 |
| Goodwill impairment | -3,843 | -0.7% | - | - | -3,843 |
| EBIT before restructuring and after goodwill impairment | 9,941 | 1.9% | 27,634 | 6.0% | -17,693 |
| Amortization capitalized development | 21,251 | 4.1% | 21,556 | 4.7% | -305 |
| Depreciation on tangible and intangible fixed assets | 8,526 | 1.7% | 6,705 | 1.5% | 1,821 |
| Capitalized development | - | - | 21,645 | 4.7% | -21,645 |
| EBITDA minus capitalized development | 43,561 | 8.5% | 34,250 | 7.5% | 9,311 |
| Capital expenditure on tangible and intangible fixed assets | 5,184 | 1.0% | 11,084 | 2.4% | -5,899 |
| Segment assets | 295,242 | 312,084 | |||
| Segment liabilities | 243,894 | 212,267 |
| IN THOUSANDS OF EURO | 2015 | 2014 | VARIANCE 2015-2014 |
||
|---|---|---|---|---|---|
| Net sales | 300,391 | 100.0% | 259,779 | 100.0% | 40,612 |
| - external sales | 299,627 | 99.7% | 258,082 | 99.3% | 41,546 |
| - interdivision sales | 764 | 0.3% | 1,697 | 0.7% | -933 |
| Cost of goods sold | -180,609 | -60.1% | -156,237 | -60.1% | -24,373 |
| Gross profit | 119,781 | 39.9% | 103,542 | 39.9% | 16,240 |
| EBIT before restructuring and goodwill impairment | -13,654 | -4.5% | -6,660 | -2.6% | -6,994 |
| Goodwill impairment | -9,440 | - | - | - | -9,440 |
| EBIT before restructuring and after goodwill impairment | -23,095 | -7.7% | -6,688 | -2.6% | -16,406 |
| Amortization capitalized development | 15,400 | 5.1% | 20,138 | 7.8% | -4,738 |
| Depreciation on tangible and intangible fixed assets | 9,335 | 3.1% | 8,317 | 3.2% | 1,018 |
| Capitalized development | - | - | 13,116 | 5.0% | -13,116 |
| EBITDA minus capitalized development | 11,081 | 3.7% | 8,678 | 3.3% | 2,403 |
| Capital expenditure on tangible and intangible fixed assets | 7,307 | 2.4% | 5,917 | 2.3% | 1,390 |
| Segment assets | 179,330 | 212,322 | |||
| Segment liabilities | 71,492 | 53,915 |
| IN THOUSANDS OF EURO | 2015 | 2014 | VARIANCE 2015-2014 |
||
|---|---|---|---|---|---|
| Net sales | 215 ,984 | 100.0% | 186 ,669 | 100.0% | 29 ,316 |
| - external sales | 215 ,896 | 100.0% | 186 ,478 | 99.9% | 29 ,418 |
| - interdivision sales | 88 | 0.0% | 190 | 0.1% | -102 |
| Cost of goods sold | -138 ,322 | -64.0% | -120 ,743 | -64.7% | -17 ,578 |
| Gross profit | 77 ,662 | 36.0% | 65 ,925 | 35.3% | 11 ,737 |
| EBIT before restructuring and goodwill impairment | 1 ,568 | 0.7% | 3 ,638 | 1.9% | -2 ,070 |
| Goodwill impairment | -7 ,500 | -3.5% | - | - | -7 ,500 |
| EBIT before restructuring and after goodwill impairment | -5 ,932 | -2.7% | 3 ,638 | 1.9% | -9 ,570 |
| Amortization capitalized development | 12 ,790 | 5.9% | 15 ,268 | 8.2% | -2 ,478 |
| Depreciation on tangible and intangible fixed assets | 5 ,045 | 2.3% | 4 ,269 | 2.3% | 776 |
| Capitalized development | - | - | 12 ,875 | 6.9% | -12 ,875 |
| EBITDA minus capitalized development | 19 ,403 | 9.0% | 10 ,300 | 5.5% | 9 ,103 |
| Capital expenditure on tangible and intangible fixed assets | 2 ,239 | 1.0% | 5 ,031 | 2.7% | -2 ,792 |
| Segment assets | 123 ,621 | 131 ,139 | |||
| Segment liabilities | 63 ,006 | 47 ,040 |
| IN THOUSANDS OF EURO | 2015 | 2014 |
|---|---|---|
| External sales | ||
| Entertainment | 513,332 | 459,241 |
| Enterprise | 299,627 | 258,082 |
| Healthcare | 215,896 | 186,478 |
| Ventures | - | 4,567 |
| Total external sales segments | 1,028,856 | 908.368 |
| Net Income | ||
| EBITDA minus capitalized development before restructuring | ||
| Entertainment | 43,561 | 34,250 |
| Enterprise | 11,081 | 8,678 |
| Healthcare | 19,403 | 10,300 |
| Ventures | - | 6,467 |
| Amortization | ||
| Entertainment | 21,251 | 21,556 |
| Enterprise | 15,400 | 20,138 |
| Healthcare | 12,790 | 15,268 |
| Ventures | - | 251 |
| Depreciation | ||
| Entertainment | 8,526 | 6,705 |
| Enterprise | 9,335 | 8,317 |
| Healthcare | 5,045 | 4,269 |
| Ventures | - | - |
| Capitalized development | ||
| Entertainment | - | 21,645 |
| Enterprise | - | 13,116 |
| Healthcare | - | 12,875 |
| Ventures | - | 55 |
| Goodwill impairment | ||
| Entertainment | 3,843 | - |
| Enterprise | 9,440 | - |
| Healthcare | 7,500 | - |
| IN THOUSANDS OF EURO | 2015 | 2014 |
|---|---|---|
| EBIT before restructuring and after goodwill impairment | ||
| Entertainment | 9,941 | 27,634 |
| Enterprise | -23,095 | -6,660 |
| Healthcare | -5,932 | 3,638 |
| Ventures | - | 6,270 |
| Restructuring costs | -8,280 | -3,373 |
| Total EBIT after restructuring and goodwill impairment | -27,366 | 27,509 |
| Interest income (expense) - net | 3,006 | -1,134 |
| Income taxes | 4,879 | -4,748 |
| Result after taxes | -19,481 | 21,628 |
| Share in the result of joint ventures and associates | -1,073 | 68 |
| Net income from continuing operations | -20,554 | 21,696 |
| Net income from discontinued operations | 47,031 | 6,094 |
| Net income | 26,477 | 27,790 |
| Non-controlling interest | 9,009 | 3,856 |
| Net Income (continuing) attributable to the equity holder of the parent | -29,563 | 17,840 |
| Net Income (discontinued) attributable to the equity holder of the parent | 47,031 | 6,094 |
| Net Income attributable to the equity holder of the parent | 17,468 | 23,933 |
| Assets | ||
|---|---|---|
| Segment assets | ||
| Entertainment | 295,242 | 312,084 |
| Enterprise | 179,330 | 212,322 |
| Healthcare | 123,621 | 131,139 |
| Total segment assets | 598,193 | 655,546 |
| Investments | 9,031 | 14,360 |
| Deferred tax assets | 78,031 | 68,219 |
| Cash and cash equivalents | 341,277 | 144,472 |
| Other non-allocated assets | 113,795 | 82,026 |
| Assets from discontinued operations | - | 110,761 |
| Total assets | 1,140,327 | 1,075,384 |
| IN THOUSANDS OF EURO | 2015 | 2014 |
|---|---|---|
| Liabilities | ||
| Segment liabilities | ||
| Entertainment | 243,894 | 212,267 |
| Enterprise | 71,492 | 53,915 |
| Healthcare | 63,006 | 47,040 |
| Total segment liabilities | 378,391 | 313,222 |
| Equity attributable to equityholders of the parent | 597,739 | 587,415 |
| Non-controlling interest | 13,925 | 7,146 |
| Long-term debts | 79,527 | 57,737 |
| Deferred tax liabilities | 4,462 | 6,830 |
| Current portion of long-term debts | 10,000 | 7,130 |
| Short-term debts | 2,124 | 19,253 |
| Other non-allocated liabilities | 54,158 | 42,083 |
| Liabilities from discontinued operations | - | 34,567 |
| Total equity and liabilities | 1,140,327 | 1,075,384 |
Management directs sales of the Group based on the regions to which the goods are shipped or the services are rendered and has three reportable regions Europe, Americas (NA and LATAM) and Asia-Pacific (APAC).
We refer to the 'Comments on the results' on page 98 for a split of revenue from external customers based on the geographical location of the customers to whom the invoice is issued.
There is no significant (i.e. representing more than 10% of the Group's revenue) concentration of Barco's revenues with one customer.
Sales to Belgium represent 48.7 million euro of the Group revenues in 2015 versus 36.7 million euro in 2014 and 37.9 million in 2013.
Below table gives an overview of the assets per region and the most important capital expenditures in non-current assets per region:
| IN THOUSANDS OF EURO | 2015 | 2014 | |||
|---|---|---|---|---|---|
| Net sales | |||||
| Europe | 332,589 | 32.3% | 319,822 | 35.2% | |
| Americas | 384,921 | 37.4% | 332,056 | 36.6% | |
| Asia-Pacific | 311,346 | 30.3% | 256,490 | 28.2% | |
| Total | 1,028,856 | 100.0% | 908,369 | 100.0% | |
| Total assets | |||||
| Europe | 559,733 | 49.1% | 506,118 | 47.1% | |
| Americas | 220,887 | 19.4% | 165,031 | 15.3% | |
| Asia-Pacific | 359,707 | 31.5% | 293,474 | 27.3% | |
| Assets from discontinued operations | - | 0.0% | 110,761 | 10.3% | |
| Total | 1,140,327 | 100.0% | 1,075,384 | 100.0% | |
| Capitalized development | |||||
| Europe | - | - | 40,832 | 85.6% | |
| Americas | - | - | 5,331 | 11.2% | |
| Asia-Pacific | - | - | 1,527 | 3.2% | |
| Total | - | - | 47,691 | 100% | |
| Purchases of tangible and intangible fixed assets | |||||
| Europe | 35,471 | 82.5% | 19,052 | 86.5% | |
| Americas | 1,030 | 2.4% | 763 | 3.5% | |
| Asia-Pacific | 6,484 | 15.1% | 2,216 | 10.1% | |
| Total | 42,984 | 100% | 22,031 | 100% |
On September 29th, 2014, Barco reached an agreement with the US-based aerospace and defense group Esterline Corporation to sell its Defense & Aerospace division. The sale, which covers both shares of the legal entities Barco Singapore Private Ltd, Barco Texen, Barco Federal Systems LLC and Barco Electronic Systems Ltd and assets of the Defense & Aerospace division in Belgium and the United States, is valued at 150 million euro. Closing of the transaction was finalized on January 31st 2015.
The transaction is part of Barco' long term strategy to streamline its business portfolio and to strengthen its core activities.
Barco's Defense and Aerospace division encompasses activities in defense, avionics, air traffic control, training and simulation and provides high-performance display systems, large-screen visualization platforms, advanced processing modules and network-client
applications, all ensuring continuous information availability in harsh environmental conditions.
According to the requirements of IFRS 5, net income of the Defense & Aerospace division is shown separately on the face of the income statement as 'Net income from discontinued operations' per 31 December 2015, per 31 December 2014 and restated per 31 December 2013. The same was done for the balance sheet of the Defense & Aerospace division per 31 December 2014, as 'Assets and Liabilities from discontinued operations'.
Below income statement of the discontinued operations gives a detail of the line 'net income from discontinued operations' as presented in the income statement of Barco group per 31 December 2015, 31 December 2014 and 31 December 2013.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Net sales | 5,911 | 142,591 | 149,516 |
| Cost of goods sold | -8,182 | -95,829 | -99,816 |
| Gross profit | -2,271 | 46,762 | 49,700 |
| Research and development expenses | -294 | -15,656 | -15,101 |
| Sales and marketing expenses | -2,134 | -16,727 | -18,651 |
| General and administration expenses | -593 | -8,248 | -9,503 |
| Other operating income (expense) net | 64,082 | 1,216 | 1,984 |
| EBIT | 58,790 | 7,348 | 8,428 |
| Interest income | 35 | ||
| Interest expense | -2 | -45 | -88 |
| Income before taxes | 58,789 | 7,429 | 3,423 |
| Income taxes | -11,758 | -1,336 | -402 |
| Net income from discontinued operations | 47,031 | 6,094 | 3,021 |
The 'net income from discontinued operations' per 31 December 2015 includes the result of the month January 2015 of the Defense & Aerospace division and the result realized upon closing of the transaction (included in other operating income and expense), which has resulted in a (pre-tax) gain of 64 million euro. The gain on the sale includes exchange differences on translation of foreign operations (mainly US) recycled through the income statement for an amount of -1.1 million euro.
The net cash flows attributable to the operating, investing and financing of discontinued operations in the cash flow statement of the group includes the cash flow of the month January 2015 of the Defense & Aerospace division.
| Cash received | 159,500 |
|---|---|
| Net cash sold with the share deal subsidiaries | -7,924 |
| Net working capital and net cash adjustment | -13,354 |
| Net cash flow on divestment (before taxes) | 138,222 |
We refer to note 25 for the effect of the divestment on the group's cash flow.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Net Sales | 1,028,856 | 908,368 | 1,008,499 |
| Cost of goods sold | -668,352 | -603,659 | -671,703 |
| Gross profit | 360,504 | 304,709 | 336,797 |
| Gross profit as % of sales | 35.0% | 33.5% | 33.4% |
| Indirect costs | -361,767 | -279,134 | -268,580 |
| Other operating income (expenses) - net | 2,960 | 5,306 | 2,379 |
| EBIT before restructuring | 1,698 | 30,882 | 70,596 |
| EBIT before restructuring as % of sales | 0.2% | 3.4% | 7.0% |
| Restructuring and goodwill impairment | -29,099 | -3,373 | -4,511 |
| Other non-operating income/(expense) | 35 | - | - |
| EBIT after restructuring | -27,366 | 27,509 | 66,085 |
| EBIT after restructuring as % of sales | -2.7% | 3.0% | 6.6% |
| Depreciations | 22,906 | 19,291 | 22,254 |
| Amortizations | 49,441 | 57,213 | 40,193 |
| Goodwill impairment | 20,783 | - | - |
| Restructuring | 8,315 | 3,373 | 4,511 |
| Capitalized development | 0 | -47,691 | -54,795 |
| EBITDA minus capitalized development before restructuring | 74,080 | 59,695 | 78,248 |
| EBITDA minus capitalized development before restructuring as % of sales | 7.2% | 6.6% | 7.8% |
The decrease in EBIT compared to last year is fully caused by current year's change in accounting treatment of development expenses (see (a)), which has resulted in no capitalization of development expenses in 2015 (positive impact in 2014: 48 million euro and in 2013: 55 million euro). Excluding the impact of the capitalized development expenses, EBITDA minus capitalized development in 2015 is 74.1 million euro (2014: 59.7 million euro; 2013: 78.2 million euro), an increase of 14.4 million euro compared to last year. The increase is thanks to the higher sales compared to last year (+13%) resulting in higher gross profit (+1.5% points), compensating for the increased indirect costs. The increase in both sales and indirect costs is to a large extent impacted by the change in foreign currency (mainly US dollars and Chinese Yuan).
In 2015, a restructuring provision has been set up to reduce costs mainly in Industrial & Government of 8.3 million euro (in 2014: 3.4 million euro, mainly related to Healthcare and Industrial & Government, 2013: 4.5 million euro). Goodwill impairment charges were recorded in 2015 for a total amount of 20.8 million euro. We refer to note 10. Goodwill for details on the goodwill impairment recorded in 2015.
| Sales | 1,028,856 | 908,368 | 1,008,499 | |||
|---|---|---|---|---|---|---|
| Service sales | 93,278 | 9% | 71,435 | 8% | 70,186 | 7% |
| Project sales | 142,237 | 14% | 152,346 | 17% | 207,300 | 21% |
| Product sales | 793,341 | 77% | 684,587 | 75% | 731,013 | 72% |
| 2015 | 2014 | 2013 |
Major part of the sales relate to product sales (in 2015: 77%, in 2014: 75%, 2013: 72%). Project sales include combined sales from products, installations, and services. Most of these project sales have a lifetime of less than one year.
We refer to note 2.Segment Information and to the chapter 'Comments on the results' for more explanation on sales and income from operation (see page 98).
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Research and development expenses (a) | -150,222 | -99,689 | -80,375 |
| Sales and marketing expenses (b) | -160,567 | -135,111 | -142,019 |
| General and administration expenses (c) | -50,977 | -44,334 | -46,186 |
| Indirect costs | -361,767 | -279,134 | -268,580 |
| Other operating income (expenses) - net (d) | 2,960 | 5,306 | 2,379 |
| Indirect costs and other operating income (expenses) - net | -358,806 | -273,827 | -266,201 |
| Capitalized development expenses | 0 | 47,691 | 54,795 |
| Indirect costs excluding capitalized development expenses | -361,767 | -326,824 | -323,375 |
| 35% | 36% | 32% |
Indirect costs (including amortizations) represent 35% of sales in 2015 versus 36% of sales in 2014 and 32% of sales in 2013.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Research & development expenses | 100,781 | 90,167 | 94,238 |
| Capitalized development expenses | 0 | -47,691 | -54,795 |
| Amortization capitalized development expenses | 44,575 | 49,969 | 40,193 |
| Impairment of capitalized development expenses | 4,866 | 7,244 | 739 |
| Capitalized development, net | 49,441 | 9,522 | -13,862 |
| Research and development expenses, net | 150,222 | 99,689 | 80,375 |
In order to sustain our technological leadership, Barco strongly invests in R&D, new technologies and innovation. We refer to 'Our strategy' on page 28 for more details. Shorter life cycles of products, unpredictability of which development projects will become successful together with the volatility of technologies and the markets Barco operates in, made the board of directors conclude that Barco's development expenses no longer fully meet the criteria of IAS38.57. As the criteria of IAS38.57 are no longer fulfilled, our accounting policy, with respect to research and development costs, does no longer allow the capitalization of development expenses in 2015.
Research and development cash expenses represent 9.8% of sales in 2015 compared to 9.9% of sales in 2014 and 9.3% of sales in 2013.
No longer capitalizing development expenses in 2015, had a negative impact on the income from operations (EBIT) in 2015. As capitalized development expenses are amortized over their expected useful lives, which is generally 2 years (see note 1. Accounting principles), amortization costs in 2015 still include a full year amortization cost, but are no longer compensated by the capitalized development expenses, as is the case in 2014 and 2013. Compared to 2014 this had a negative impact on EBIT of 47.7 million euro and versus 2013 of 54.8 million euro.
Impairment costs on capitalized development expenses are presented on the line "Research and development expenses". For more explanation on impairment costs on capitalized development we refer to note 11.
Research and development activities are spread over the divisions as follows:
| IN THOUSANDS OF EURO | GROUP | ENTERTAINMENT | ENTERPRISE | HEALTHCARE |
|---|---|---|---|---|
| Research & development expenses | 100,781 | 36,666 | 42,841 | 21,274 |
| Capitalized development expenses | 0 | 0 | 0 | 0 |
| Amortization capitalized development expenses | 44,575 | 21,107 | 12,361 | 11,107 |
| Impairment of capitalized development expenses | 4,866 | 3,039 | 1,683 | 144 |
| Capitalized development, net | 49,441 | 24,146 | 14,044 | 11,251 |
| Research & development expenses | 150,222 | 60,812 | 56,885 | 32,525 |
| IN THOUSANDS OF EURO | 2015 | % OF SALES | 2014 | % OF SALES | 2013 | % OF SALES |
|---|---|---|---|---|---|---|
| Sales and marketing expenses | 160,567 | 15.6% | 135,111 | 14.9% | 142,019 | 14.1% |
Sales and marketing expenses include all indirect costs related to the sales and customer service organization which are not billed as part of a product or service to the customer as well as the costs related to regional or divisional marketing activities.
| IN THOUSANDS OF EURO | 2015 | % OF SALES | 2014 | % OF SALES | 2013 | % OF SALES |
|---|---|---|---|---|---|---|
| General and administration expenses | 50,977 | 5.0% | 44,334 | 4.9% | 46,186 | 4.6% |
General and administration expenses include the costs related to general and divisional management, finance and accounting, information technology, human resources and investor relations.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Gain on sale Orthogon (a) |
1,405 | 6,650 | - |
| Investment grants | 5,569 | 6,358 | 4,935 |
| Reversal earn-out (b) |
- | - | 3,547 |
| Bad debt provisions (net of write-offs and reversals of write-offs) | -1,362 | -3,509 | -120 |
| Cost of share-based payments | -1,313 | -1,268 | -1,337 |
| Exchange gains and losses (net) | 256 | -345 | 1,240 |
| Bank charges | -974 | -937 | -1,460 |
| Other provisions (net of additions and reversals of provisions) | -669 | 208 | -3,446 |
| Gains/(Loss) on disposal of tangible fixed assets | 548 | 69 | -7 |
| Other (net) | -499 | -1,919 | -975 |
| Total | 2,960 | 5,306 | 2,379 |
(a) In 2014, Barco sold its venture Orthogon, realizing a gain of 6.7 million euro on the transaction. In 2015 a price correction resulting from the contractual adjustment on the final closing net working capital, in comparison to the agreed target working capital of 0.4 million euro and the release of 1 million euro out of escrow was received and recognized in other operating income.
(b) Reversal of the accrual related to the earn-out of JAOTech in 2013.
The table below provides information on the major items contributing to the EBIT, categorized by nature.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Sales | 1,028,856 | 908,368 | 1,008,499 |
| Material cost | -575,130 | -510,900 | -573,984 |
| Services and other costs | -128,796 | -91,780 | -97,911 |
| Personnel cost | -253,846 | -251,300 | -260,735 |
| Capitalized development cost | - | 47,691 | 54,795 |
| Amortization and impairment of capitalized development | -49,441 | -57,213 | -40,933 |
| Depreciation property, plant, equipment and software | -22,906 | -19,291 | -21,515 |
| Other operating income (expense) - net (note 3) | 2,960 | 5,306 | 2,379 |
| EBIT before restructuring and impairment | 1,698 | 30,882 | 70,596 |
Personnel cost includes the cost for temporary personnel for an amount of 5.4 million euro (in 2014: 4.4 million euro, in 2013: 3.4 million euro).
Average number of employees in 2015 was 3,298 (versus 3,321 in 2014; 3,413 in 2013), including 2,509 white-collars (in 2014: 2,544, in 2013: 2,554) and 788 blue-collars (in 2014: 777, in 2013: 859).
| IN THOUSANDS OF EURO | NOTE | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| Lay off costs | -8,315 | -3,373 | -4,511 | |
| Impairment on goodwill | 10 | -16,940 | - | - |
| Impairment on investments | 9 | -3,843 | - | - |
| Total restructuring and impairment | -29,099 | -3,373 | -4,511 |
Please refer to note 10 for explanation on impairment on goodwill in 2015 and note 9 for explanation on the impairment on investments.
Please find below detail of impairment of capitalized development costs and goodwill as included in the cash flow statement:
| IN THOUSANDS OF EURO | NOTE | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| Impairment on goodwill | 10 | -16,940 | - | - |
| Impairment on investments | 9 | -3,843 | - | - |
| Impairment on capitalized development | 11 | -4,866 | - | - |
| Total impairment of capitalized development costs and goodwill | -25,650 | 0 | 0 |
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 | |
|---|---|---|---|---|
| Current versus deferred income taxes | ||||
| Current income taxes | -17,253 | -14,610 | -3,802 | |
| Deferred income taxes | 10,374 | 8,527 | -4,290 | |
| Income taxes | -6,879 | -6,083 | -8,092 | |
| Income taxes continuing operations | 4,879 | -4,748 | -7,690 | |
| Income taxes discontinuing operations | -11,758 | -1,336 | -402 | |
| Income taxes versus income before taxes | ||||
| EBIT after restructuring and goodwill impairment continuing operations | -27,366 | |||
| EBIT discontinuing operations | 58,790 | 34,949 | 69,596 | |
| Interest income (expense) - net | 3,006 | -1,145 | -2,161 | |
| Income before taxes | 34,430 | 33,805 | 67,434 | |
| Income taxes | -6,879 | -6,083 | -8,092 | |
| Effective income tax rate | % | -20,0% | -18,0% | -12,0% |
| Income before taxes reported | 34,430 | 33,805 | 67,434 | |
| Theoretical tax rate | 34% | 34% | 34% | |
| Theoretical tax credit/(cost) | -11,706 | -11,494 | -22,928 | |
| Non deductible expenses/non taxable income for tax purposes | ||||
| Goodwill impairments non-deductible | (a) | -6,233 | - | - |
| Pre-merger dividend in Norway | (b) | - | 2,694 | - |
| Other non-deductible expenses | -1,873 | -1,474 | -1,456 | |
| Income not taxed | ||||
| Gain on sold share deal entities | (c) | 4,132 | - | - |
| Government grants exempt from tax | 1,156 | 1,588 | 1,460 | |
| Mutual agreement procedure - transfer price adjustment | (d) | - | - | 6,293 |
| Patent income deduction (PID) | (e) | - | - | 2,208 |
| Notional interest deduction (NID) | (f) | 2,756 | 2,927 | 2,369 |
| Investment allowances | (g) | 2,324 | 1,116 | 213 |
| (Use)/Set-up of deferred tax assets, not recognised in prior years | -27 | 2,873 | -358 | |
| Deferred tax assets, derecognised in current year | (h) | -8,058 | -7,206 | -4,909 |
| Effect of different tax rates in foreign companies | 5,867 | 2,983 | 6,322 | |
| Tax adjustments related to prior periods | (i) | 4,784 | -89 | 2,695 |
| Taxes related to current income before taxes | -6,879 | -6,083 | -8,092 |
(d) Transfer price adjustment as a result of a transfer pricing audit in Belgium whereby a shift of results was performed from the US to Belgium. This has been agreed upon by the US tax authorities through a mutual agreement procedure concluded end of 2013. The income has been taxed in Belgium in previous years through adjustment of the tax loss carry forwards. The income recognized in Barco NV (Belgium) in 2013 is therefore tax exempt.
(e) The PID is applicable in Barco NV as of fiscal year 2010, applied as of 2011 after receiving formal approval from the tax authorities. In 2015 and 2014 the PID deduction is nill as insufficient current year taxable results.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Net income/(loss) (continuing) attributable to the equity holder of the parent | -29,563 | 17,840 | 54,099 |
| Weighted average of shares | 12,065,396 | 12,188,239 | 12,213,492 |
| Basic earnings per share (in euro) | -2.45 | 1.46 | 4.43 |
| Net income/(loss) (discontinued) attributable to the equity holder of the parent | 47,031 | 6,094 | 3,021 |
| Weighted average of shares | 12,065,396 | 12,188,239 | 12,213,492 |
| Basic earnings per share (in euro) | 3.90 | 0.50 | 0.25 |
| Basic earnings per share | 1.45 | 1.96 | 4.68 |
| Net income/(loss) (continuing) attributable to the equity holder of the parent | -29,563 | 17,840 | 54,099 |
| Weighted average of shares (diluted) | 12,411,732 | 12,490,869 | 12,608,396 |
| Diluted earnings per share (in euro) | -2.38 | 1.43 | 4.29 |
| Net income/(loss) (discontinued) attributable to the equity holder of the parent | 47,031 | 6,094 | 3,021 |
| Weighted average of shares (diluted) | 12,411,732 | 12,490,869 | 12,608,396 |
| Diluted earnings per share (in euro) (a) |
3.79 | 0.49 | 0.24 |
| Diluted earnings per share (a) |
1.41 | 1.92 | 4.53 |
(a) The difference between the weighted average of shares and weighted average of shares (diluted) is due to exercisable warrants, which are in the money (which means that the closing rate of the Barco share was higher than the exercise price). For more detailed information concerning the shares and warrants, we refer to note 18.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 | |
|---|---|---|---|---|
| Investments | (a) | 8,259 | 8,337 | 10,947 |
| Interest in joint ventures and associates | (b) | 772 | 6,022 | 877 |
| Total investments | 9,031 | 14,360 | 11,824 |
(a) Investments include entities in which Barco owns less than 20% of the shares. The investments are accounted for as available for sale instruments, which implies that the Group measures these investments on a fair value basis with differences in fair value reflected in OCI. Since these investments are unquoted instruments, the equity instruments' fair value is based on a binding agreement with a third party investor (i.e. price of the last round – level 1 fair value). In 2013, the investments included an investment in Audience Entertainment, of which the ownership percentage increased to 29% at the end of September 2014. Therefore this investment moved to the line interest in joint ventures and associates in 2014.
(b) In 2013, the Group has obtained a 42% interest in Habornveien 53, AS, through the acquisition of projectiondesign. In 2014 the balance also includes the investment in Audience Entertainment (see (a)), shown in the non-current
The Group's share of the assets and liabilities as at 31 December 2015, 2014 and 2013 and income and expenses of the jointly controlled assets in the below table of the group's share of the assets and liabilities as at 31 December 2014. As the figures of Audience Entertainment for the year 2014 were not yet available, there is one quarter result missing in the share in the result of joint ventures and associates in 2014. In 2013 Audience Entertainment was part of the line investments. In 2015 the results of Audience Entertainment from September 2014 till September 2015 are included in the interest in joint ventures and associates. The result of 4Q15 of Audience Entertainment is not included, as the result was not yet available. The decrease from 2014 to 2015 is caused by current year's loss in Audience Entertainment of 1.2 million euro and impairment of 3.8 million euro on the goodwill paid on Audience Entertainment, to bring the investment in Audience Entertainment at fair value of 0. This impairment is recorded in the income statement in the line restructuring and impairment. See note 6. Restructuring and impairment.
entities and associates for the year ended 31 December 2015, 2014 and 2013, which are accounted for using the equity method:
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Share of the joint ventures' and associates' balance sheet: | |||
| Current assets | 269 | 114 | 117 |
| Non-current assets | 3,858 | 9,088 | 4,384 |
| Current liabilities | 451 | 127 | 260 |
| Non-current liabilities | 2,904 | 3,053 | 3,364 |
| Equity | 772 | 6,022 | 877 |
| Share of the joint ventures' and associates' revenue and profit: | |||
| Sales | 422 | 371 | 388 |
| Gross profit | 194 | 247 | 255 |
| EBIT | -873 | 246 | 253 |
| Profit/(Loss) of the year | -1,073 | 68 | 61 |
The Group has no share of any contingent liabilities or capital commitments as at 31 December 2015, 2014 and 2013.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| At cost | |||
| On 1 January | 182,581 | 172,463 | 95,368 |
| Acquisitions | 4,774 | 10,870 | 77,384 |
| Sale | - | -1,602 | - |
| Translation (losses)/gains | 777 | 851 | -290 |
| On 31 December | 188,133 | 182,581 | 172,463 |
| Impairment | |||
| On 1 January | 38,807 | 38,807 | 38,807 |
| Impairment losses | 16,940 | - | - |
| On 31 December | 55,746 | 38,807 | 38,807 |
| Net book value | |||
| On 1 January | 143,774 | 133,656 | 56,562 |
| On 31 December | 132,386 | 143,774 | 133,656 |
Acquisitions in 2015 include goodwill related to the acquisition of Advan for 4.8 million euro. In 2014 acquisitions relate to the acquisition of X2O Media Inc for 10.9 million euro. In 2013, acquisitions include goodwill related to the acquisition of projectiondesign for 35.6 million euro and AWIND for 41.8 million euro.
Sale in 2014 relates to the goodwill on the Orthogon business, which was sold in July 2014.
In 2015 the impairment tests on goodwill resulted in impairment charges recorded for an amount of 17 million euro, related to goodwill on Industrial & Government (9.5 million euro) and Interactive Patient Care (7.5 million euro). There is no remaining goodwill on Industrial & Government as a result of the 2015 impairment. The goodwill on Interactive Patient Care fully relates to the 2012 acquisition JAOTech of which half is impaired now. In 2014 and 2013, the impairment tests on goodwill did not result in any impairment.
See below for explanations on the impairment testing performed.
Goodwill acquired in a business combination is allocated on acquisition to the cash-generating units that are expected to benefit from that business combination. These cash-generating units correspond to the division level for Entertainment. For the division Enterprise, the cash generating units are at the business unit level Industrial & Government and Corporate and for the division Healthcare, the business unit Interactive Patient Care (IPC) and Healthcare excluding Interactive Patient Care are monitored as separate cash generating units as from 2015 onwards. Therefore, impairment testing is performed at the level of the cash-generating unit as shown below.
The carrying amount of goodwill (after impairment) has been allocated to the cash generating units as follows (in thousands of euro):
| IN THOUSANDS OF EURO | 2015 | 2014 |
|---|---|---|
| Entertainment | 43,638 | 49,764 |
| Healthcare | - | 38,259 |
| Healthcare Base (excl IPC) | 28,376 | - |
| Interactive Patient Care (IPC) | 7,717 | - |
| Industrial & Government | - | 9,281 |
| Corporate | 52,655 | 46,470 |
| Total goodwill (net book value) | 132,386 | 143,774 |
The group performed its annual impairment test in the fourth quarter of 2015.
The group looks at the relationship between its market capitalization and its book value, amongst other factors, when reviewing the indicators of impairment. At 31 December 2015, the market capitalization of the group exceeded the equity of the group with more than 34%. As such, this general test does not show an indication for impairment.
The annual impairment tests were performed for each cash-generating unit. The recoverable amount for each of the cash generating units has been determined based on a value-in-use calculation using cash flow projections generated by divisional management covering a five year period. Due to the level of uncertainty around future years, these financial projections have been adjusted to more conservative levels for the purpose of our impairment testing. The pre-tax discount rate applied to projected cash flows is 9% (2014: 9%, 2013: 10.7%) and cash flows beyond the five year period are extrapolated using a conservative growth rate of 0% (2014: 0%, 2013: 0%). A sensitivity analysis is performed on all cash generating units with respect to the discount rate (see Sensitivity to changes in assumptions – Discount rate).
The assumptions of the annual impairment test are consistent with external sources.
Based upon the outcome of the impairment tests, an impairment loss of 17 million euro has been recognized on the total goodwill of 9.5 million euro of Industrial & Government and on part of the goodwill of Interactive Patient Care (IPC) for an amount of 7.5 million euro. Management did not identify impairments for the other cash-generating units.
The cash generating unit Industrial & Government is in 2015 a business unit within the division Enterprise. The aggregation of assets of the cash-generating unit Industrial & Government has not changed since the previous estimate. The recoverable amount has been determined based on a value-in-use calculation using cash flow projections generated by divisional management covering a five year period.
A shift from the conventional cube technology towards LCD has put pressure on gross margins in Industrial & Government, as LCD's are sold at a lower price point per square meter. Higher volumes sold together with a sharper opex profile are needed in order to compensate for these lower gross margins. Restructuring measures have been deployed in 2014 and in the second half of 2015 (see note 6. restructuring and impairment costs) and have been taken into account in the future projections. Following assumptions have been used in calculating the value-in-use for Industrial & Government. The EBITDA level starts at 0%, as the average EBITDA percentage over the last three years was negative, and is projected to gradually increase to 7% in the last year of the projected period. A sales growth rate of 3% per year is assumed for the 5 year projected period. These assumptions have led to the full impairment of the goodwill of Industrial & Government. The business unit Interactive Patient Care (IPC) was last year part of the cash generating unit Healthcare and goodwill impairment of IPC was tested at that moment as part of the Healthcare division. As gross profits of the business segment IPC in 2014 deviated substantially from the rest of the Healthcare division, management decided to monitor the results of IPC as a separate cash generating unit. A stand-alone business plan was made up, in order to turn the results of IPC profitable again. This business plan was used in order to perform an impairment test at the level of IPC, which resulted in an impairment loss of half of the goodwill for an amount of 7.5 million euro.
Impairment losses recorded are shown in a separate line 'Restructuring and goodwill impairment' on the face of the income statement. We refer to note 6 Impairment and restructuring costs for a detailed break-down of the amounts shown in this line of the income statement.
The calculation of value-in-use for all cash generating units is most sensitive to the following assumptions:
Sales growth rate used during the projection period – Sales growth rate used over the projected period has been kept conservatively at zero percent for the cash-generating unit Healthcare Base, Corporate and Entertainment, since even then there is no risk for impairment. Sales growth rate used over the projected period has been set at 10%-30% per year for Interactive Patient Care (IPC), which corresponds to the cash generating unit's business plan.
EBITDA as percentage of sales – EBITDA as percentage of sales is based on average percentages over the three years preceding the start of the budget period. EBITDA levels increase over the projected period for anticipated efficiency improvements. Efficiency improvements can be cost reductions as well as margin improvements. EBITDA as percentage of sales has been kept stable over the projection period, at the level of the budgeted EBITDA as percentage of sales (which is lower than the average over the three years preceding the start of the budget period) for Healthcare and Entertainment, since even then there is no risk for impairment.
For Corporate, a stable EBITDA as percentage of sales starts at the level of the budgeted EBITDA decreasing gradually with 5% in the last year of the projected period, since even then there is no risk for impairment.
For Interactive Patient Care, EBITDA as percentage of sales is negative in the first year, gradually improving to 5% on EBITDA in the last year of the projected period.
Growth rate estimates – The long-term rate used to extrapolate the projection has been kept conservatively at zero % for all cash generating units.
Discount rates – Discount rates reflect the current market assessment of the risks specific to Barco Group. The discount rate was estimated based on a (long-term) pre-tax cost of capital, the risks being implicit in the cash flows. The long term discount rate was determined on group level and amounted to 9% for the year 2015 and has been applied to all cash-generating units.
With regard to the assessment of value-in-use of the cash-generating-unit Corporate, management believes, based on sensitivity analysis performed, that no reasonable possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount.
Per 31 December 2015, changes in the key assumptions of the value-in-use calculations for the cash generating units Healthcare (excluding IPC), Interactive Patient Care and Entertainment could result in impairment losses. The implications of the key assumptions for the recoverable amount are discussed below:
Sales growth rate used during the budget period – Management has considered the possibility of lower than budgeted sales growth during the budget period. Changes in the sales growth rate, during the budget period, does not cause the carrying value of the cash generating units to materially exceed its recoverable amount except for IPC, where a sales growth rate of only 10% in the last year of the projected period (compared to 30%) would result in an additional impairment.
EBITDA percentage on sales – Management has considered the possibility of lower than budgeted EBITDA percentages on sales. For Healthcare (excluding IPC) an EBITDA level in the last year of the projection which is 1% lower, would lead to an impairment. For IPC an EBITDA level in the last year of the projected period which is 1% lower, would lead to an additional impairment.
For Entertainment, a reduction of more than 2% in the last year of the budget period would result in an impairment.
Discount rates – increase in the weighted average cost with 3% for Healthcare (excluding IPC) (to 12%) would result in an impairment. For Interactive Patient Care any increase in the weighted average cost would result in an additional impairment. For the cash generating unit Entertainment changes in the discount rate does not cause the carrying value of the cash generating unit to materially exceed its recoverable amount.
Growth rate estimate – even a decrease (which would result in a negative sales evolution) in the long-term rate, used to extrapolate beyond the budget period, would not result in an additional impairment for any of the cash generating units (except Interactive Patient Care), provided the decrease would be less than 4%. For Interactive Patient Care a sales decline beyond the budget period would result in an impairment.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| At cost | |||
| On 1 January | 335,874 | 290,071 | 241,388 |
| Expenditure | - | 47,691 | 54,795 |
| Sales and disposals | - | - | -4,131 |
| Acquisition of subsidiary | - | - | - |
| Disposal of subsidiary | - | -7,586 | - |
| Translation (losses)/gains | 5,044 | 5,699 | -1,981 |
| On 31 December | 340,918 | 335,874 | 290,071 |
| Impairment | |||
| On 1 January | 28,044 | 20,800 | 20,061 |
| Expenditure | 4,866 | 7,244 | 739 |
| On 31 December | 32,911 | 28,044 | 20,800 |
| Amortization | |||
| On 1 January | 236,479 | 189,226 | 154,432 |
| Amortization | 44,575 | 49,969 | 40,193 |
| Sales and disposals | - | - | -4,131 |
| Acquisition of subsidiary | - | - | - |
| Disposal of subsidiary | - | -7,310 | - |
| Translation (losses)/gains | 4,108 | 4,593 | -1,267 |
| On 31 December | 285,161 | 236,479 | 189,226 |
| Net book value | |||
| On 1 January | 71,351 | 80,044 | 66,895 |
| On 31 December | 22,846 | 71,351 | 80,044 |
As the criteria of IAS 38.57 are no longer fulfilled, Barco's accounting policy, with respect to research and development costs, does no longer allow the capitalization of development expenses in 2015. We refer to note 4 (a) for more explanation.
Consistent with the tests performed in the previous years, Barco performed impairment tests in the fourth quarter of 2015. Based upon these tests, impairment costs have been recognized for an amount of 4.9 million euro in 2015. Similar impairment tests revealed the need to recognize impairment losses on capitalized development in 2014 for 7.2 million euro and in 2013 for 0.7 million euro. The impairment losses recognized in 2015 represent the write down of all remaining capitalized development projects in LED and Lighting (part of the division Entertainment), in view of the lower results realized. In every other division there have been certain specific capitalized development projects, which have been considered to become less successful as originally anticipated and were therefore impaired in 2015.
In 2014 the impairment loss recognized related to certain specific capitalized development projects in networking technology and in LED.
The recognized impairment losses on capitalized development are allocated to the divisions as follows:
| IN THOUSANDS OF EURO | 2015 | 2014 |
|---|---|---|
| Entertainment | 3.039 | 2.702 |
| Enterprise | 1.683 | 3.687 |
| Healthcare | 144 | 854 |
| Total | 4.866 | 7.244 |
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| TOTAL OTHER INTANGIBLE ASSETS |
LAND AND BUILDINGS |
PLANT, MACHINERY AND EQUIP MENT |
FURNITURE, OFFICE EQUIP MENT AND VEHICLES |
OTHER PROPERTY, PLANT AND EQUIPMENT |
ASSETS UNDER CONSTRUCTION |
TOTAL OTHER TANGIBLE ASSETS |
Total | TOTAL | TOTAL | |
| At cost | ||||||||||
| On 1 January | 93,640 | 47,634 | 70,179 | 31,916 | 21,413 | 16,746 | 140,255 | 281,529 | 299,712 | 240,220 |
| Expenditure | 5,418 | 41 | 2,080 | 2,306 | 986 | 32,150 | 37,522 | 42,982 | 24,693 | 21,442 |
| Sales and disposals | -272 | - | -2,115 | -1,228 | -323 | -392 | -4,058 | -4,329 | -44,232 | -8,083 |
| Acquisition of subsidiaries | 2,622 | - | 966 | 362 | 5 | - | 1,333 | 3,955 | 4,101 | 53,377 |
| Disposal of subsidiaries | - | - | - | - | - | - | - | - | -4,177 | - |
| Transfers | 17 | - | 75 | 206 | 90 | -388 | -17 | - | -945 | - |
| Translation (losses)/gains | 448 | 975 | 2,284 | 168 | -247 | -62 | 2,142 | 3,566 | 2,376 | -7,243 |
| On 31 Dec 2015 | 101,874 | 48,651 | 73,470 | 33,730 | 21,924 | 48,054 | 177,177 | 327,702 | 281,529 | 299,712 |
| Depreciation | ||||||||||
| On 1 January | 37,714 | 26,320 | 62,896 | 23,909 | 8,852 | - | 95,658 | 159,691 | 181,636 | 160,575 |
| Depreciation | 11,632 | 1,759 | 2,942 | 4,002 | 2,570 | - | 9,515 | 22,906 | 19,291 | 21,515 |
| Sales and disposals | -245 | - | -2,108 | -1,066 | -315 | - | -3,490 | -3,735 | -39,989 | -7,821 |
| Acquisition of subsidiaries | 325 | - | 644 | 270 | 5 | - | 919 | 1,243 | 102 | 8,400 |
| Disposal of subsidiaries | - | - | - | - | - | - | - | - | -3,558 | - |
| Transfers | - | - | - | - | - | - | - | - | -934 | -188 |
| Translation (losses)/gains | -180 | 351 | 2,160 | -9 | 79 | - | 2,231 | 2,402 | 3,143 | -843 |
| On 31 Dec 2015 | 49,246 | 28,430 | 66,535 | 27,106 | 11,191 | - | 104,832 | 182,508 | 159,691 | 181,636 |
| Carrying amount | ||||||||||
| On 1 January 2015 | 55,926 | 21,315 | 7,283 | 8,007 | 12,561 | 16,746 | 44,597 | 121,838 | 118,075 | 79,645 |
| On 31 Dec 2015 | 52,628 | 20,221 | 6,935 | 6,624 | 10,733 | 48,054 | 72,345 | 145,194 | 121,838 | 118,076 |
Other intangible assets mainly include intangibles acquired through acquisitions and the investment in the new SAP ERP system. The capital expenditures related to SAP are depreciated as from April 2014 when first roll out in India has been performed successfully and from July 2015 onwards in Belgium when the second roll-out of the project was performed successfully pro rata the amount of licenses used.
In 2015, the capital expenditures amount to 43 million euro compared to 24.7 million euro in 2014 and 21.4 million euro in 2013. Capital expenditure in 2015 relates for the major part to the construction of the new building at the headquarters of Barco for an amount of 28.3 million euro, included in assets under construction. The new building is included in the assets under construction for a total amount of 44.2 million euro per end of 2015. The capital expenditures will be reclassified to land and buildings and depreciated as from the moment the building is finished and people have moved, which is planned for February 1st, 2016.
The capital expenditures in the other tangible assets (9.2 million euro) relate for the major part to machinery under construction in the new joint venture GIO in Taiwan (3 million euro), IT and R&D equipment.
The acquisition of subsidiaries in 2015 relate for the major part to the customer list acquired through the acquisition of Advan, in 2014 mainly to the know how acquired through the acquisition of X2O. The disposal of subsidiaries in 2014 relate to the sale of Orthogon. The net book value of the other intangible assets and tangible fixed assets acquired in 2013 through acquisitions amounts to 45 million euro, of which other intangible assets for an amount of 31.9 million euro: 17.7 million technology, 12.1 million customer relations and 1.2 million trade names.
We refer to Note 1.3 on "Acquisitions and divestments" and Note 25 on "Cash flow statement: effect of acquisitions and disposals" for more details on these transactions.
Deferred tax assets and liabilities are attributable to the following items:
| IN THOUSANDS OF EURO | Assets | Liabilities | Net asset/(liability) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2013 | 2015 | 2014 | 2013 | 2015 | 2014 | 2013 | |
| Capitalized development cost | 3,244 | 3,786 | 181 | -2,028 | -6,664 | -8,441 | 1,216 | -2,878 | -8,260 |
| Patents, licenses, | 60 | - | - | -6,298 | -7,312 | -5,247 | -6,238 | -7,312 | -5,247 |
| Tangible fixed assets and software | 1,889 | 2,058 | 2,191 | -988 | -1,338 | -2,544 | 901 | 720 | -353 |
| Other investments | - | - | - | -1,148 | -258 | - | -1,148 | -258 | - |
| Inventory | 21,718 | 21,565 | 16,389 | -406 | - | -313 | 21,312 | 21,565 | 16,076 |
| Trade debtors | 1,736 | 1,553 | 872 | -3,810 | -4,108 | -981 | -2,074 | -2,555 | -109 |
| Provisions | 14,967 | 14,254 | 9,516 | -859 | -1,987 | -1,603 | 14,108 | 12,267 | 7,913 |
| Employee benefits | 2,346 | -1,384 | 990 | -510 | - | - | 1,836 | -1,384 | 990 |
| Deferred revenue | 4,838 | 4,047 | 2,011 | -216 | - | -3 | 4,622 | 4,047 | 2,008 |
| Other items | 1,617 | -281 | 4,025 | -1,126 | -1,215 | -2,983 | 491 | -1,496 | 1,042 |
| Tax value of loss carry forwards | 15,676 | 17,684 | 18,849 | - | - | - | 15,676 | 17,684 | 18,849 |
| Tax value of tax credits | 22,866 | 21,410 | 18,197 | - | -421 | - | 22,866 | 20,989 | 18,197 |
| Gross tax assets/(liabilities) | 90,957 | 84,692 | 73,221 | -17,389 | -23,303 | -22,114 | 73,568 | 61,389 | 51,107 |
| Offset of tax | -12,926 | -16,473 | -10,897 | 12,926 | 16,474 | 10,897 | - | 1 | - |
| Net tax assets/(liabilities) | 78,031 | 68,219 | 62,325 | -4,463 | -6,830 | -11,217 | 73,568 | 61,389 | 51,108 |
Movements in the deferred tax assets / (liabilities) arise from the following:
| IN THOUSANDS OF EURO | AS AT 1 JANUARY |
RECOGNIZED THROUGH INCOME STATEMENT |
ACQUISITIONS AND DISPOSALS |
EXCHANGE GAINS AND LOSSES |
AS AT 31 DECEMBER |
|---|---|---|---|---|---|
| Capitalized development cost | -2,878 | 4,538 | - | -444 | 1,216 |
| Patents, licenses, | -7,312 | 980 | 49 | 45 | -6,238 |
| Tangible fixed assets and software | 720 | 30 | 37 | 114 | 901 |
| Other investments | -258 | -844 | - | -46 | -1,148 |
| Inventory | 21,565 | -1,694 | 298 | 1,143 | 21,312 |
| Trade debtors | -2,555 | 363 | - | 118 | -2,074 |
| Provisions | 12,267 | 820 | 150 | 871 | 14,108 |
| Employee benefits | -1,384 | 3,073 | - | 147 | 1,836 |
| Deferred revenue | 4,047 | 135 | - | 440 | 4,622 |
| Other items | -1,496 | 3,052 | -846 | -221 | 491 |
| Tax value of loss carry forwards | 17,684 | -1,999 | - | -9 | 15,676 |
| Tax value of tax credits | 20,989 | 1,917 | - | -40 | 22,866 |
| Total | 61,389 | 10,371 | -312 | 2,118 | 73,568 |
On top of the tax losses and tax credits for which a net deferred tax is recognized (net deferred tax asset of respectively 15.7 million euro and 22.9 million euro), the Group owns tax losses carried forward and other temporary differences on which no deferred tax asset is recognized amounting to 94.8 million euro as of 31 December 2015 (at 34% tax rate resulting in a non recognized deferred tax asset of rounded 32.2 million euro). Deferred tax assets have not been recognized on these items because it is not probable that taxable profit will be available in the near future against which the benefits can be utilized. The tax losses carried forward and other temporary differences on which no deferred tax asset is recognized have no expiration date.
Deferred tax assets relate for the major part to the tax value of loss carry forwards and tax credits and almost fully relate to Belgium. In assessing the realizability of deferred tax assets, management considers whether it is probable that some portion or all of the deferred tax assets will be realized within the foreseeable future. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. In order to fully realize the deferred tax asset, the group will need to generate future taxable income in the countries where the net operating losses were incurred. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes as at 31 December 2015, it is probable that the group will realize all of the recognized benefits of these deductible differences.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Raw materials and consumables | 77,092 | 78,587 | 67,445 |
| Work in progress | 61,390 | 61,524 | 56,977 |
| Finished goods | 129,620 | 140,738 | 116,635 |
| Write-off on inventories | -102,142 | -95,218 | -81,619 |
| Inventory | 165,960 | 185,631 | 159,438 |
| Inventory turns (a) |
3.6 | 2.9 | 3.7 |
(a) Inventory turns = 12 / [Inventory / (Average Monthly Sales last 12 months x Material Cost of Goods Sold %)]
The amount of write-offs recognized as expense in 2015 amounts to 14.2 million euro (2014: 18.4 million euro, 2013: 13.9 million euro). The inventory turns improved compared to the previous year to 3.6, reaching again the level per end of 2013.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Trade debtors - gross | 196,262 | 179,197 | 147,052 |
| Trade debtors - bad debt reserve (a) |
-9,351 | -8,711 | -5,710 |
| Trade debtors - net (b) |
186,910 | 170,486 | 141,342 |
| V.A.T. Receivable | 6,376 | 4,954 | 11,082 |
| Taxes receivable | 10,881 | 10,725 | 29,917 |
| Interest receivable | 2,800 | - | - |
| Currency rate swap (note 21) | 1,750 | 167 | 361 |
| Guarantees paid | 51 | 52 | 225 |
| Other | 4,299 | 3,042 | 2,135 |
| Other amounts receivable | 26,157 | 18,940 | 43,722 |
| Other non-current assets (c) |
23,226 | 15,736 | 14,200 |
| Number of days sales outstanding (DSO) (d) |
58 | 63 | 50 |
Per 31 December 2015, the number of days sales outstanding have decreased to 58 days, compared to 63 days at the end of 2014.
The bad debt reserve in proportion to the gross amount of trade debtors remains at the same level than 2014: 4.8% (2013: 3.8%).
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| On 1 January | -8,711 | -5,710 | -6,570 |
| Acquisition of subsidiaries | -121 | -38 | -562 |
| Sale of subsidiary | - | 320 | - |
| Additional provisions | -2,850 | -5,969 | -2,301 |
| Amounts used | 1,350 | 718 | 1,376 |
| Amounts unused | 1,488 | 2,460 | 2,181 |
| Translation (losses) / gains | -507 | -493 | 166 |
| On 31 Dec | -9,351 | -8,711 | -5,710 |
(b) At 31 December 2015, the aging analysis of trade receivables is as follows:
| 2015 | 2014 | 2013 |
|---|---|---|
| 144,412 | 135,613 | 116,150 |
| 23,177 | 19,524 | 15,062 |
| 16,375 | 11,546 | 8,058 |
| 12,298 | 12,514 | 7,782 |
| 196,262 | 179,197 | 147,052 |
| -9,351 | -8,711 | -5,710 |
| 186,910 | 170,486 | 141,342 |
In 2015, total overdue amounts increased to a total amount of 51.9 million euro compared to 43.6 million euro in 2014 (2013: 30.9 million euro).
The bad debt reserve in 2015 amounts to 76% of the trade receivables more than 90 days overdue (2014: 70%, 2013: 73%).
The non-current assets include long-term receivables in the frame of vendor financing programs, amounting to 15.4 million euro per 31 December 2015, of which 15.4 million euro (see note 16) offset by long term debt of the same amount (2.4 million euro per 31 December 2014, of which 2.2 million euro (see note 15) offset by a long-term debt of the same amount (2013: 3.5 million euro, of which 3.5 million euro offset by a long-term debt) and cash guarantees for an amount of 3.9 million euro (2014: 3.9 million euro, 2013: 2.9 million euro)).
It further consists of receivables on the sale of the Kuurne building due in 2017 (0.6 million euro). The part due in 2016 (0.6 million euro), included in non-current assets in 2014, has been reclassed to other amounts receivable in 2015.
DSO = (( Trade debtors, net) / (sales past quarter)) * 90
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 | |
|---|---|---|---|---|
| Deposits | (a) | 123,814 | 64,626 | 13,646 |
| Cash at bank | (b) | 217,374 | 80,602 | 142,795 |
| Cash in hand | 90 | 113 | 104 | |
| Cash and cash equivalents | 341,277 | 145,340 | 156,545 | |
| Long-term financial receivables | (c) | 15,430 | 2,183 | 3,539 |
| Long-term debts | (c) (d) | -79,527 | -57,737 | -40,410 |
| Current portion of long-term debts | (d) | -10,000 | -7,130 | -3,582 |
| Short-term debts | (e) | -2,124 | -19,253 | -11,613 |
| Net financial cash / (debt) | 265,056 | 63,403 | 104,479 |
The net financial cash position increased with over 200 million euro in 2015, mainly explained by solid free cash flow generation and the proceeds of the D&A divestment, largely offsetting cash outflows in respect of acquisitions, real estate (new HQ Campus) and the annual dividend payout.
Deposits are short-term, highly liquid investments, which are readily convertible to known amounts of cash. The short-term deposits do not carry a material risk of change in valuation. At closing date, deposits include:
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| - deposits in INR, with an average interest rate of 6.80% | 5,202 | 509 | 1,665 |
| - deposits in USD, with an average interest rate of 0.25% | 23,560 | 5,848 | 1,994 |
| - deposits in CNY, with an average interest rate of 3.37% | 81,144 | 53,788 | 9,589 |
| - deposits in other currencies | 13,907 | 4,481 | 398 |
| Total deposits | 123,814 | 64,626 | 13,646 |
The average rate of the deposits in INR is 6.80%, in CNY 3.37% and USD 0.25%.
As for the deposits in CNY, 45.2 million euro equivalent is held in the Chinese joint-venture CFG Barco.
Cash at bank is immediately available, except for the cash held in the Chinese joint-venture CFG Barco (in CNY) for an amount of 32.1 million euro equivalent (taken Barco only holds an ownership of 58% in this entity).
Most of the cash is held on accounts with higher interest-yield compared to classical cash accounts. It is denominated in the following currencies:
| 2015 | 2014 | 2013 | |
|---|---|---|---|
| - EUR | 59.7% | 24.9% | 40.0% |
| - USD | 7.9% | 24.7% | 8.0% |
| - CNY | 18.6% | 26.4% | 38.6% |
| - INR | 2.7% | 0.3% | 0.1% |
| - Others | 11.1% | 23.7% | 13.3% |
Barco entered into a number of vendor financing programs granted to a selective number of international customers. The purpose of vendor financing is to grant extended payment terms to such customers, whilst Barco continues to benefit from prompt payment of the open accounts receivable position, e.g. by having a financial institution or other third-party in the middle. The third-party will directly or following a receivable sale by Barco open a credit in favor of the customer, thereby assuming the risk of non-payment on the spread payment plan in all material respect.
In the case of a supplier credit, Barco continues to serve as collection agent after the sale of the accounts receivable on a non-recourse basis, which leads to a long-term financial receivable from the customer (in line "Other non-current assets") this being offset by a long-term financial debt position towards the thirdparty for the same amount (in line "Long-term debts"). Due to its non-recourse character, both positions are being eliminated in the net financial cash/(debt). Per the end of 2015, the outstanding long-term financial receivables have increased to 15.4 million euro compared to 2.2 million euro in 2014.
When the vendor financing takes the form of a buyer credit (direct financial contract between customer and financial institution, and no role for Barco as collection agent), no positions are being reflected in the balance sheet.
Where Barco assumes a small residual risk on the customer's payment behavior with recourse character (either in the form of supplier credit or buyer credit), provisions are being account for.
Besides two specific real estate credit facilities in US & Norway, the Barco Group has a total of 146 million euro committed credit facilities available, following its debt portfolio restructuring in December 2013. The portfolio consists of 3 major tranches:
• Barco NV signed a number of bilateral committed credit facilities for a total amount of 30 million euro (with accordion clause for an additional 7.5 million euro). The credit facilities aim at financing Barco's new HQ campus project and have a long-term tenor of 15 years following the end of the availability period (per end of 2015).
As at 31 December 2015, Barco has executed drawings in respect of long-term real estate financing for a total amount of 30 million euro. These commitments carry either a variable interest rate, or have been swapped via derivatives into fixed rate character. On the same date, an amount of 31 million euro is drawn under the RDI credit facility from the European Investment Bank, noting that the credit line is closed going forward for new drawings.
Barco is meeting all requirements of the loan covenants on its available credit facilities.
Analysis of long-term financial debts, including the current portion of long-term financial debts, as to currencies:
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| - EUR | 61,000 | 48,192 | 25,177 |
| - USD | 5,893 | 5,479 | 7,058 |
| - NOK | 8,999 | 9,674 | 10,554 |
| - Other | 13,634 | 1,523 | 1,202 |
| Total | 89,527 | 64,868 | 43,991 |
Analysis of long-term financial debts including the current portion of long-term financial debts, as to interest rates:
| TYPE OF INTEREST RATE | MATURITY | 31 DEC 2015 | 31 DEC 2014 | 31 DEC 2013 |
|---|---|---|---|---|
| Real estate financing: | ||||
| - variable, swapped into fixed (EU) | Later than 2020 | 17,213 | 10,692 | - |
| - variable (EU) | Later than 2020 | 12,788 | ||
| - variable, swapped into fixed (US) | Later than 2020 | 3,672 | 3,293 | 3,671 |
| - fixed, financial leasing (Norway) | Later than 2020 | 8,999 | 9,674 | 10,554 |
| RDI financing: | ||||
| - fixed, European Investment Bank | 2020 | 31,000 | 37,500 | 25,000 |
| Vendor financing (offset by long-term receivable) | 15,430 | 2,183 | 3,539 | |
| Other | 425 | 1,527 | 1,227 | |
| Total long-term financial debts | 89,527 | 64,868 | 43,991 |
The long-term debts (including interests due), excluding the current portion of the long-term debts, are payable as follows:
| PER 31 DECEMBER 2015 | PER 31 DECEMBER 2014 | PER 31 DECEMBER 2013 | ||
|---|---|---|---|---|
| Payable in 2017 12,930 |
Payable in 2016 | 13,310 | Payable in 2015 | 8,838 |
| Payable in 2018 10,232 |
Payable in 2017 | 10,849 | Payable in 2016 | 5,227 |
| Payable in 2019 7,745 |
Payable in 2018 | 10,402 | Payable in 2017 | 5,196 |
| Payable in 2020 3,788 |
Payable in 2019 | 7,665 | Payable in 2018 | 5,237 |
| Later 44,832 |
Later | 28,391 | Later | 15,912 |
| Total long-term debts 79,527 |
Total long-term debts | 70,617 | Total long-term debts | 40,410 |
Analysis of the short-term financial debts on 31 December 2015:
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 | |||
|---|---|---|---|---|---|---|
| EFFECTIVE INTEREST RATE |
BALANCE | EFFECTIVE INTEREST RATE |
BALANCE | EFFECTIVE INTEREST RATE |
BALANCE | |
| - EUR | - | - | 1.0% | 17,500 | 1.0% | 10,502 |
| - Other | 2.3% | 2,124 | 2.3% | 1,753 | 2.5% | 1,112 |
| Total | 2,124 | 19,253 | 11,614 |
The available 85 million euro bilateral credit facilities that when used translate in a short term debt position are undrawn per end of December 2015.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Loan former Defense & Aerospace business (a) |
2,839 | - | - |
| Vendor Loan (b) |
- | - | 12,329 |
| Other long-term liabilities | 2,839 | - | 12,329 |
(a) Following the divestment of the Defense & Aerospace division, a governmental loan in the amount of 2.8 million euro was formally transferred to Esterline BVBA, whilst the payment obligation though (based on the sales agreement) remains with Barco in a back-to-back structure.
(b) A vendor loan in the amount of 103.1 million NOK (12.3 million euro), taken over as part of the former projectiondesign acquisition, was fully refunded in the course of 2014.
The other long-term liabilities, excluding the current portion of the long-term liabilities, were repayable as follows:
| PER 31 DECEMBER 2015 | PER 31 DECEMBER 2013 | ||
|---|---|---|---|
| Payable in 2017 | 946 | Payable in 2015 | 8,801 |
| Payable in 2018 | 946 | Payable in 2016 | 3,527 |
| Payable in 2019 | 946 | Payable in 2017 | - |
| Payable in 2020 | - | Payable in 2018 | - |
| Later | - | Later | - |
| Total long-term debts 2,839 |
Total long-term debts | 12,329 |
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Share capital | 55,648 | 55,572 | 55,533 |
| Share premium | 143,330 | 142,510 | 142,235 |
| Share-based payments | 5,968 | 5,942 | 6,273 |
| Acquired own shares | -54,443 | -53,985 | -44,250 |
| Retained earnings | 470,926 | 472,822 | 467,370 |
| Cumulative translation adjustment | -22,421 | -33,589 | -51,561 |
| Derivatives | -1,269 | -1,857 | -657 |
| Equity attributable to equity holders of the parent | 597,739 | 587,415 | 574,943 |
The following capital increases took place in 2015:
As a result thereof the company's share capital amounts to 55.6 million euro on 31 December 2015, consisting of 13,015,732 fully paid shares.
Barco acquired own shares in 2015, based on the shareholder authorization granted by the Extraordinary General Meeting of 24 April 2014 and the announcement on May 7th, 2014 that the company would launch a first share buy back program, for a period of 6 months, starting on May 8th, 2014 and a second announcement on November 7th, 2014 to extend the share buy-back period with another 6 months, starting November 10th. In total Barco acquired 89,410 own shares for a total amount of 5,046 (000) Euro.
Barco sold 57,800 own shares upon the exercise of 57,800 stock options per 17 June 2015 with a resulting decrease of the own shares of 3,475 (000) euro and a decrease of the share based payment account of 1,004 (000) euro, 1,600 own shares through the exercise of 1,600 stock options per 22 September 2015 with a resulting decrease of the own shares of 96 ('000) euro and a decrease of the share based payment account of 13 (000) and 16,900 own shares through the exercise of 16,900 stock options per 17 December 2015 with a resulting decrease of the own shares of 1,016 ('000) euro and a decrease of the share based payment account of 268 ('000) euro.
As a result thereof the company's share premium account amounts to 143.3 million euro, the share-based payments amount to 7.3 million euro and the number of own shares acquired by Barco NV up to 31 December 2015 therefore increased to 908,484 own shares (2014: 895,374 ; 2013: 715,206 own shares).
On 19 October 2015, 3 new option plans have been approved by the board of directors. These 3 option plans entitled the board of directors to grant maximum 134,800 stock options before 31 December 2015. Each stock option gives right to the acquisition of one (1) share. In 2015, 112,825 stock options have been granted to employees and management of the group based upon these option plans. On 31 December 2015, no options remained available for distribution under the 2015 stock option schemes given the expiry dates of the plans per 31 December 2015.
Warrants exercisable under the warrant and stock option plans The total number of outstanding warrants on 31 December 2015 amounted to 79,093 which can lead to the creation of 79,093 new shares. Since 2010, stock options have been granted. The total number of outstanding stock options on 31 December 2015 amounted to 454,460. The company's own shares will be used under the outstanding stock option plan to fulfill the commitment. During 2015, 17,690 warrants and 76,300 stock options have been exercised (in 2014, 9,213 warrants and 67,500 stock options). These warrants and stock options may be exercised the earliest 3 years after the allocation date over a period of maximum 10 years and during a couple of fixed periods over the year. Below an overview is given of the outstanding warrant and stock option plans:
| Table on warrants - Notes 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|
| ALLOCATION DATE | END TERM | EXERCISE PRICE (IN EURO) |
BALANCE ON 31 DEC 2014 |
GRANTED IN 2015 |
EXERCISED IN 2015 |
CANCELLED IN 2015 |
EXPIRED IN 2015 |
BALANCE ON 31 DEC 2015 |
| Warrants | ||||||||
| 06/18/02 | 06/17/121 | 42.01 | 7,683 | - | -203 | - | -7,480 | - |
| 09/12/052 | 11/09/15 | 60.51 | 42,029 | - | -7,087 | - | -34,942 | - |
| 09/12/05 | 11/09/15 | 63.15 | 1,050 | - | - | - | -1,050 | - |
| 09/12/053 | 11/09/15 | 61.35 | 6,000 | - | -500 | - | -5,500 | - |
| 11/09/06 | 11/08/16 | 65.05 | 53,966 | - | - | - | -160 | 53,806 |
| 11/09/062 | 11/08/16 | 66.15 | 1,075 | - | - | - | - | 1,075 |
| 11/12/07 | 11/11/17 | 50.68 | 22,315 | - | -7,450 | - | -100 | 14,765 |
| 11/12/072 | 11/11/17 | 51.53 | 1,937 | - | - | - | - | 1,937 |
| 05/28/09 | 05/27/19 | 19.62 | 7,890 | - | -2,050 | - | - | 5,840 |
| 05/28/092 | 05/27/19 | 24.00 | 2,070 | - | -400 | - | - | 1,670 |
| Total number of warrants | 146,015 | - | -17,690 | - | -49,232 | 79,093 |
| ALLOCATION DATE | END TERM | EXERCISE PRICE (IN EURO) |
BALANCE ON 31 DEC 2014 |
GRANTED IN 2015 |
EXERCISED IN 2015 |
CANCELLED IN 2015 |
EXPIRED IN 2015 |
BALANCE ON 31 DEC 2015 |
|---|---|---|---|---|---|---|---|---|
| Stock options | ||||||||
| 10/28/10 | 10/27/15 | 35.85 | 12,600 | - | -10,000 | - | -2,600 | - |
| 10/28/10 | 10/27/20 | 35.85 | 7,050 | - | -3,050 | - | - | 4,000 |
| 10/28/103 | 10/27/15 | 41.75 | 3,600 | - | -850 | - | -2,750 | - |
| 10/28/11 | 10/27/16 | 36.65 | 19,700 | - | -2,000 | - | -200 | 17,500 |
| 10/28/11 | 10/27/21 | 36.65 | 35,185 | - | -26,900 | - | - | 8,285 |
| 10/28/113 | 10/27/16 | 41.70 | 6,165 | - | -2,300 | - | -700 | 3,165 |
| 10/31/12 | 10/30/22 | 52.37 | 54,960 | - | -3,400 | -800 | - | 50,760 |
| 10/31/12 | 10/30/20 | 52.37 | 25,600 | - | -13,600 | - | -800 | 11,200 |
| 10/31/122 | 10/30/22 | 53.28 | 2,000 | - | - | - | - | 2,000 |
| 10/31/123 | 10/30/20 | 53.00 | 34,885 | - | -14,200 | - | -900 | 19,785 |
| 10/21/13 | 10/20/23 | 59.03 | 57,850 | - | - | -1,000 | - | 56,850 |
| 10/21/13 | 10/20/21 | 59.03 | 28,700 | - | - | -1,600 | - | 27,100 |
| 10/21/133 | 10/20/21 | 60.94 | 34,150 | - | - | -1,000 | - | 33,150 |
| 10/23/14 | 10/22/24 | 55.00 | 53,540 | - | - | -500 | - | 53,040 |
| 10/23/14 | 10/22/22 | 55.00 | 31,750 | - | - | -550 | - | 31,200 |
| 10/23/143 | 10/22/22 | 55.40 | 24,750 | - | - | -1,150 | - | 23,600 |
| 10/22/15 | 10/21/25 | 57.10 | 54,825 | - | - | - | 54,825 | |
| 10/22/15 | 10/21/23 | 57.10 | 31,900 | - | - | - | 31,900 | |
| 10/22/153 | 10/21/23 | 57.85 | 26,100 | - | - | - | 26,100 | |
| Total number of stock options | 432,485 | 112,825 | -76,300 | -6,600 | -7,950 | 454,460 |
(1) For a number of warrants this last exercise date was extended with three (3) years according to article 407 of the law of 24 December 2002
(2) Deviation of exercise price as a result of the implementation of the UK sub plan
(3) Deviation of exercise price as a result of the implementation of the US sub plan
The cost of these warrant/stock option plans is included in the income statement. The warrants/stock options are valued at grant date, based on the share price at grant date, exercise price, expected volatility, dividend estimates and interest rates. The warrant/stock option cost is taken into result on a straight-line basis from the grant date until the first exercise date. The share-based payment expenses amounted to 1.3 million euro in 2015 (2014: 1.3 million euro).
The change in retained earnings includes the net income of 2015 and the distribution of 19.2 million euro dividend, as approved by the general shareholders meeting of 30 April 2015.
In 2015, the exchange differences on translation of foreign operations have a positive impact of 11 million euro, mainly relating to foreign operations held in US Dollar (4.8 million euro), Chinese Yuan (3.2 million euro) and Indian Rupee (1.9 million euro).
Derivative financial instruments are disclosed in note 21.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Trade payables | 139,504 | 109,091 | 103,713 |
| Days payable outstanding (DPO) (a) | 69 | 64 | 55 |
| Advances received from customers | 113,874 | 107,544 | 87,484 |
(a) DPO = Trade Payables / (Material cost + Services and other costs) + inventory movements + purchases of (in)tangible fixed assets) x 365
(b) Most payment terms of customers define that 30% of the total invoice needs to be prepaid before delivery of the goods. The increase in advances compared to 2014 is mainly resulting from the translation of foreign operations (4.3 million euro impact) in the US and China. Increase in 2014 compared to 2013 is mainly situated in CFG Barco resulting from the increase in business in that entity.
| IN THOUSANDS OF EURO | BALANCE SHEET 2015 |
ACQUISITION OF SUBSID IARIES |
ADDITIONAL PROVISIONS MADE |
AMOUNTS USED |
UNUSED AMOUNTS REVERSED |
TRANSLATION (LOSSES) / GAINS |
BALANCE SHEET 2014 |
BALANCE SHEET 2013 |
|
|---|---|---|---|---|---|---|---|---|---|
| Technical warranty | (a) | 24,362 | 406 | 7,172 | -2,496 | -5,073 | 1,154 | 23,198 | 24,317 |
| Pension obligations | (b) | 5,811 | - | 1,102 | -1,339 | -54 | 103 | 6,000 | 6,776 |
| Restructuring provision | (c) | 8,260 | - | 8,315 | -3,622 | - | - | 3,567 | 3,525 |
| Other claims and risks | (d) | 8,469 | - | 4,478 | -1,679 | -1,791 | 77 | 7,383 | 7,661 |
| Provisions | 46,903 | 406 | 21,068 | -9,136 | -6,917 | 1,334 | 40,148 | 42,279 |
Provisions for technical warranty are based on historical experience of the level of repairs and replacements. Additional provisions are set up when a technical problem is detected. There are three different technical warranty provisions: provisions related to 'normal' (mostly 2 years) warranty period, provisions related to extended warranty periods and provisions for specific claims/issues.
In general, pension plans at Barco are defined contribution plans. Obligations for these plans are recognized as an expense in the income statements as incurred. In some specific cases a pension plan includes a defined benefit obligation. According to IAS 19, provisions are set up in these situations.
The Belgian defined contribution plans are by law subject to minimum guaranteed rates of return. As per the Law of 18 December 2015, the minimum guaranteed return rate is 3.25% on the reserves accrued on 31 December 2015.
At 31 December 2015 the net liability of 0.217 million euro, difference between the minimum guaranteed reserves and the accumulated reserves, was not accounted for, but is covered by the 1,030,642 euro reserves in the collective finance funds of the insurance plans.
The contributions paid during 2015 for those plans amounted to 3,393,732 euro by the employer and 1,063,475 euro by the employees.
The plan assets at 31 December 2015 consisted of 72,816,940 euro individual insurance reserves, which benefit from a weighted average guaranteed interest rate of 3.53% and 1,030,642 euro reserves in collective financing funds.
As per 31 December 2015, the defined benefit obligations are composed of:
| Total | 5,811 | |
|---|---|---|
| • | A small number of individual plans | 151 |
| (mainly France, Japan, Korea and Italy) | 4,421 | |
| • | Local legal requirements | |
| • | Early retirement plans in Belgium | 1,239 |
Early retirement plans are recognized as liability and expense when the company is committed to terminate the employment of the employees affected before the normal retirement date.
In 2015, a new restructuring provision has been set up to reduce costs mainly in Industrial & Government.
This provision relates to disputes with suppliers and specific customer warranty disputes. Barco can not provide details on the specific cases, as this could cause considerable harm to Barco in the particular disputes.
On December 2nd, 2014, Barco has communicated that an enquiry is ongoing with the authorities of the People's Republic of China regarding the importation of large videowalls. These import transactions were managed via custom-brokers on behalf of local distributors and the investigation relates to the period between 1997 and 2009, prior to the local assembly of such videowalls in China. No provision has been set up related to this investigation, as no formal claim has been made towards Barco.
General risk factors are described in the director's report "Risk Factors".
Derivative financial instruments are used to reduce the exposure to fluctuations in foreign exchange rates and interest rates. These instruments are subject to the risk of market rates changing subsequent to acquisition. These changes are generally offset by opposite effects on the item being hedged.
Barco incurs foreign currency risk on recognized assets and liabilities when they are denominated in a currency other than the company's local currency. Such risks may be naturally covered when a monetary item at the asset side (such as a trade receivable or cash deposit) in a given currency is matched with a monetary item at the liability side (such as a trade payable or loan) in the same currency.
Forward exchange contracts and selectively option contracts are used to manage the currency risk arising from recognized receivables and payables, which are not naturally hedged. This is particularly the case for the USD (and USD-related currencies), for which receivables are systematically higher than payables. No hedge accounting is applied to these contracts.
The balances on foreign currency monetary items are valued at the rates of exchange prevailing at the end of the accounting period. Derivative financial instruments that are used to reduce the exposure of these balances are rated in the balance sheet at fair value. Both changes in foreign currency balances and in fair value of derivative financial instruments are recognized in the income statement.
Barco selectively designates forward contracts to forecasted sales. Hedge accounting is applied to these contracts. The portion of the gain or loss on the hedging instrument that will be determined as an effective hedge is recognized directly in comprehensive income. On 31 December 2015, there were no forward contracts outstanding under hedge accounting treatment.
Main sensitivity to currency fluctuations is related to the evolution of the USD versus the euro. This sensitivity is caused by following factors:
Barco uses following hedging instruments to manage its interest rate risk:
Barco has an outstanding variable loan of 4 million US dollar (3.7 million euro) in place, of which variable interest rate conditions have been swapped into a fixed 3.86%.
Barco also concluded a series of interest rate swaps for totaling 17.2 million euro by means of a partial hedge for the fully drawn bilateral committed credit facilities (30 million euro) that aim at financing Barco's new HQ campus. This instrument swaps the variable interest rate into a fixed 1.76%.
Both swaps are determined as an effective hedge of outstanding or anticipated borrowings and meet the hedging requirements of IAS 39. The fair values of the effective portion of the hedging instrument are therefore recognized directly in comprehensive income under hedge accounting treatment.
As the US dollar swap is only partially hedge effective, the fair value of the swap for its non-effective portion (difference between notional amount of 9.4 million US dollar or 8.6 million euro equivalent and outstanding loan amount) is recognized in the income statement.
Management doesn't expect the short-term interest rate to increase significantly in the immediate foreseeable future, which limits the interest exposure on the short-term debt portfolio.
With reference to the Fair Values table below, just over 45% of Barco's outstanding long-term debt portfolio has a fixed interest rate character, which again limits the exposure of the company to interest rate fluctuations. This ratio increases to over 70% when including the swap instruments disclosed above.
Credit evaluations are performed on all customers requiring credit over a certain amount. The credit risk is monitored on a continuous basis. In a number of cases collateral is being requested before a credit risk is accepted. Specific trade finance instruments such as letters of credit and bills of exchange are regularly used in order to minimize the credit risk.
In 2015, Barco continued to conclude credit insurances in order to cover credit risks on specific customers with whom Barco entered into vendor financing agreements. Such vendor financing agreements are concluded and monitored on a case by case basis.
A policy defining acceptable counter parties and the maximum risk per counter party is in place. Short-term investments are done in marketable securities, cash holdings or in fixed term deposits with reputable banks.
Set out below is an overview of the carrying amounts of the group's financial instruments that are showing in the financial statements. In general, the carrying amounts are assumed to be a close approximation of the fair value.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Carrying amount / Fair value (approx.) | |||
| Financial assets | |||
| Trade receivables | 186,910 | 170,486 | 141,342 |
| Other receivables | 26,157 | 18,940 | 43,722 |
| Loan and other receivables | 22,315 | 18,502 | 43,507 |
| Interest rate receivable | 2,800 | - | - |
| Currency rate swap | 1,042 | 189 | 214 |
| Other non-current assets | 23,226 | 15,736 | 14,200 |
| Cash and short-term deposits | 341,277 | 145,340 | 156,545 |
| Total | 577,570 | 350,502 | 355,808 |
| Financial liabilities | |||
| Financial debts | 69,390 | 52,705 | 38,121 |
| Floating rate borrowings | 37,211 | 12,174 | 3,686 |
| Fixed rate borrowings | 32,179 | 40,531 | 34,435 |
| Other debts | 2,839 | - | 12,329 |
| Short-term debts | 2,124 | 19,253 | 11,613 |
| Trade payables | 139,504 | 109,091 | 103,713 |
| Dividends payable | 2,134 | 2,093 | 2,105 |
| Currency rate Swap | 809 | 821 | 534 |
| Interest rate swap | 2,756 | 2,529 | 1,129 |
| Other liabilities | 7,690 | 5,204 | 12,078 |
| Total | 227,246 | 191,696 | 181,089 |
The fair value of the financial assets and liabilities is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
As at 31 December 2015, the Group held the following financial instruments measured at fair value:
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Assets measured at fair value | |||
| Financial assets at fair value through profit or loss | |||
| Foreign exchange contracts - non-hedged | 1,042 | 189 | 276 |
| Financial assets at fair value through equity | |||
| AFS investments | 8,000 | - | - |
| Liabilities measured at fair value | |||
| Financial liabilities at fair value through profit or loss | |||
| Foreign exchange contracts - non-hedged | 809 | 627 | 62 |
| Interest rate swap | 658 | 821 | 534 |
| Financial liabilities at fair value through equity | |||
| Interest rate swap | 2,098 | 1,708 | 630 |
The group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
All fair values mentioned in the above table relate to Level 2.
During the reporting period ending 31 December 2015, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements.
Management evaluates its capital needs based on following data:
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Net financial cash / (debt) | 265,056 | 63,403 | 104,479 |
| Equity | 611,664 | 594,561 | 579,366 |
| % Net financial cash (debt) / Equity | 43.3% | 10.7% | 18.0% |
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Equity | 611,664 | 594,561 | 579,366 |
| Total equity and liabilities | 1,140,327 | 1,075,385 | 1,047,822 |
| % Equity / Total equity and liabilities | 53.6% | 55.3% | 55.3% |
In 2015, the net cash position jumped to a level of 265 million euro, supported by a solid free cash flow generation of 110.3 million euro, compared to 63.4 million euro net cash as per end of 2014. Also, the solvency position and other current ratios are consolidated at very healthy levels.
Together with the existing committed credit facilities, management considers that it has secured a very healthy liquidity profile and strong capital base for the further development of the group.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Non-cancellable operating leases are payable as follows: | |||
| Less than one year | 6,628 | 3,641 | 6,011 |
| Between one and five years | 12,426 | 11,047 | 9,855 |
| More than five years | 5,208 | 4,310 | 4,453 |
| Total | 24,262 | 18,998 | 20,319 |
Non-cancellable operating leases mainly relate to leases of factory facilities, warehouses and sales offices. During the current year, the total rent expenses recognized in the income statement amounted to 15.7 million euro (2014: 14.6 million euro, 2013: 16.7 million euro), whereof 10.2 million euro relating to rent of buildings (2014: 8.6 million euro, 2013: 9.7 million euro).
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 | |
|---|---|---|---|---|
| Guarantees given to third parties | (a) | 3,662 | 4,793 | 5,197 |
| Mortgage obligations given as security | (b) | 33,672 | 37,722 | 6,798 |
| - book value of the relevant assets | 46,376 | 18,282 | 2,555 | |
| Buy back obligations | (c) | 3,565 | 4,697 | 5,684 |
| Purchase commitment | (d) | 2,723 | 22,970 | 29,400 |
(c) Barco appeals on a vendor-lease program with the obligation to take back sold
For more information with respect to remuneration for directors and members of the executive management, we refer to the 'Corporate governance' chapter on page 73 for the annual report.
The table below shows the effect of acquisitions and disposals on the balance sheet movement of the group. In 2015 the movement on the balance sheet coming from acquisitions relates to the acquisition of Advan. The divestments in 2015 relate to the Defense & Aerospace divestment. As the balance sheet of the Defense & Aerospace business has been presented as assets of discontinued operations per end of 2014, the balances sold per end of January 2015 represent no movement of the continued balance sheet. The 2014 acquisition relates to the acquisition of X2O, the divestment relates to the sale of the Orthogon business. The 2013 acquisition relates to the projectiondesign and Awind business combinations. See Note 1.3 for more information on these acquisitions and divestments.
| IN THOUSANDS OF EURO | ACQUISITIONS | DIVESTMENTS | |||
|---|---|---|---|---|---|
| 2015 | 2014 | 2013 | 2015 | 2014 | |
| Non-current assets | 3,048 | 3,999 | 45,442 | 19,521 | 1,490 |
| Capitalized development cost | 11,933 | 276 | |||
| Customer list | 2,226 | 12,124 | |||
| Software | 71 | ||||
| Know-how | 3,854 | 19,149 | 870 | 61 | |
| Buildings and (leased) building | 11,782 | 884 | 379 | ||
| Tangible assets and other intangible assets | 414 | 145 | 1,231 | 2,821 | 178 |
| Other non-current assets | 337 | 1,155 | 3,013 | 595 | |
| Current assets | 4,887 | 2,044 | 28,167 | 79,139 | 3,921 |
| Inventory | 1,623 | 14,648 | 47,615 | 2,148 | |
| Trade debtors & other receivables | 3,264 | 2,044 | 13,519 | 31,523 | 1,773 |
| Non-current liabilities | 312 | 855 | 42,079 | 6,616 | 1,540 |
| Long-term debts, interest-bearing liabilities | 33,745 | 2,920 | |||
| Deferrred tax liabilities | 312 | 855 | 3,886 | 343 | 206 |
| Provisions | 4,448 | 3,352 | 1,335 | ||
| Current liabilities | 2,763 | -5,856 | 5,768 | 37,497 | 1,534 |
| Trade payables | 2,519 | 196 | 523 | 20,316 | 50 |
| Other payables | 244 | -6,052 | 5,245 | 17,181 | 1,483 |
| Net-identifiable assets and liabilities | 4,861 | 11,044 | 25,763 | 54,547 | 2,337 |
| IN THOUSANDS OF EURO | ACQUISITIONS | DIVESTMENTS | ||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | 2013 | 2015 | 2014 | ||
| Goodwill on acquisitions/disposals | 4,774 | 10,870 | 77,398 | 13,048 | 1,602 | |
| Gain on sale DAT/Orthogon | 64,102 | 6,650 | ||||
| Acquired/(sold) cash | 2,168 | 94 | 1,792 | 7,924 | 2,417 | |
| Received consideration | 146,146 | 13,007 | ||||
| Purchase price | 11,803 | 22,009 | 104,953 |
The total purchase price in 2015 relates to the acquisition of Advan of 11.8 million euro. The cash flow statement acquisition of group companies show net of acquired cash of Advan as the acquisition was cash and debt free.
The 2015 divestment relates to the sale of the Defense & Aerospace business for an amount of 146.1 million euro and the escrow and net working capital adjustment received on the sale of the Orthogon business for an amount of 1.4 million euro. The cash flow statement disposal of group companies shows net of sold cash of the business for an amount of 7.9 million euro.
The total purchase price in 2014 relates to the acquisition of X2O of 13.3 million euro and current year's final earn-out payment on the 2010 Fimi acquisition for an amount of 2.5 million euro, deferred consideration paid on the Awind acquisition of 2013 for an amount of 4.4 million euro and on the JAOTech acquisition of 2012 for an amount of 1 million euro. The cash flow statement acquisition of group companies show net of acquired cash of X2O.
The 2014 divestment relates to the sale of the Orthogon business for an amount of 13 million euro. The cash flow statement disposal of group companies shows net of sold cash of Orthogon.
The total purchase price in 2013 relates to the acquisition of projectiondesign of 50.8 million euro, the acquisition of Awind of 51.6 million euro and current year's earn-out payment on the 2010 Fimi acquisition for an amount of 2.5 million euro.
The cash flow statement acquisitions show net of acquired cash of projectiondesign and AWIND and the cash received via the change in consolidation method of the Chinese joint venture (in total 20 million euro) and excluding the amount paid at the end of 2012 on the acquisition of projectiondesign of 33.4 million euro.
We refer to the Cash flow statement and note 1.3 on acquisitions.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are carried in terms of historical cost using the exchange rate at the date of the acquisition.
There are no major events subsequent to the balance sheet date which have a major impact on the further evolution of the company.
As required by law and the Company's by-laws, we report to you in the context of our statutory auditor's mandate. This report includes our opinion on the consolidated balance sheet as at 31 December 2015, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year ended 31 December 2015 and the disclosures (all elements together "the Consolidated Financial Statements"), and includes as well our report on other legal and regulatory requirements.
We have audited the Consolidated Financial Statements of Barco NV ("the Company") and her subsidiaries (together "the Group") as of and for the year ended 31 December 2015, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, which show a consolidated balance sheet total of € 1,140,327,000 and of which the consolidated income statement shows a profit for the year (attributable to the equity holders of the parent) of € 17,468,000.
The board of directors is responsible for the preparation of Consolidated Financial Statements that give a true and fair view in accordance with the International Financial Reporting Standards, as adopted by the European Union. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation of Consolidated Financial Statements that give a true and fair view and that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the given circumstances.
Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error.
In making those risk assessments, the statutory auditor considers internal control relevant to the Group's preparation and presentation of Consolidated Financial Statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. An audit also includes evaluating the appropriateness of accounting policies used, the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.
We have obtained from the board of directors and the Company's officials the explanations and information necessary for performing our audit procedure and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the Consolidated Financial Statements of the Group as at 31 December 2015 give a true and fair view of the consolidated net equity and financial position, as well as its consolidated results and its consolidated cash flows for the year then ended, in accordance with the International Financial Reporting Standards as adopted by the European Union.
The board of directors is responsible for the preparation and the content of the Board of Director's report on the Consolidated Financial Statements, in accordance with article 119 of the Belgian Company Code.
In the context of our mandate and in accordance with the additional standard issued by the "Instituut van de Bedrijfsrevisoren/Institut des Réviseurs d'Entreprises" as published in the Belgian Gazette on 28 August 2013 (the "Additional Standard"), it is our responsibility to perform certain procedures to verify, in all material respects, compliance with certain legal and regulatory requirements, as defined in the Additional Standard.
On this basis, we make the following additional statement, which does not modify the scope of our opinion on the Consolidated Financial Statements.
• The Board of Director's report to the Consolidated Financial Statements includes the information required by law, is consistent with the Consolidated Financial Statements and does not present any material inconsistencies with the information that we became aware of during the performance of our mandate.
Ghent, 11th February 2016 Ernst & Young Bedrijfsrevisoren BCVBA Statutory auditor represented by
Marnix Van Dooren Partner* * Acting on behalf of a BVBA/SPRL
The financial statements of the parent company, Barco NV, are presented below in a condensed form.
The accounting principles used for the statutory annual accounts of Barco NV differ from the accounting principles used for the consolidated annual accounts: the statutory annual accounts follow the Belgian legal requirements, while the consolidated annual accounts follow the International Financial Reporting Standards. Only the consolidated annual financial statements as set forth in the preceding pages present a true and fair view of the financial position and performance of the Barco Group.
The management report of the board of directors to the Annual General Meeting of Shareholders and the annual accounts of Barco NV, as well as the Auditor's Report, will be filed with the National Bank of Belgium within the statutory periods. These documents are available on request from Barco's Investor Relations department, and at www.barco.com.
The statutory auditor's report is unqualified and certifies that the non-consolidated financial statements of Barco NV for the year ended 31 December 2015 gives a true and fair view of the financial position and results of the company in accordance with all legal and regulatory dispositions.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Fixed assets | 978,420 | 908,233 | 861,926 |
| Intangible fixed assets | 63,496 | 104,578 | 101,503 |
| Tangible fixed assets | 55,427 | 30,201 | 21,849 |
| Financial fixed assets | 856,736 | 763,757 | 728,431 |
| Amounts receivable after more than one year | 2,761 | 9,697 | 10,143 |
| Current assets | 254,590 | 310,679 | 272,239 |
| Stocks and contracts in progress | 69,314 | 103,054 | 95,403 |
| Amounts receivable within one year | 114,537 | 136,846 | 116,713 |
| Investments (own shared) | 54,624 | 54,166 | 44,431 |
| Cash at bank and in hand | 370 | 210 | 209 |
| Deferred charges and accrued income | 15,745 | 16,403 | 15,483 |
| TOTAL ASSETS | 1,233,010 | 1,218,912 | 1,134,165 |
| Capital and reserves | 409,526 | 436,140 | 444,062 |
| Capital | 55,649 | 55,573 | 55,534 |
| Share premium account | 143,821 | 143,001 | 142,726 |
| Reserves | 60,837 | 60,379 | 50,645 |
| Accumulated profits | 148,628 | 176,373 | 193,305 |
| Investment grants | 590 | 814 | 1,852 |
| Provisions and deferred taxes | 17,432 | 16,527 | 16,597 |
| Provisions for liabilities and charges | 17,432 | 16,527 | 16,597 |
| Creditors | 806,052 | 766,246 | 673,506 |
| Amounts payable after more than one year | 365,936 | 66,196 | 45,194 |
| Amounts payable within one year | 440,116 | 700,050 | 628,312 |
| TOTAL LIABILITIES | 1,233,010 | 1,218,912 | 1,134,165 |
The decrease of the intangible fixed assets in 2015 is mainly caused by current year's change in accounting treatment of development expenses which has resulted in no capitalization of development expenses in 2015 (positive impact in 2014: 39 million euro).
Next to this, the intangible fixed assets related to the implementation cost of SAP ERP software increased (3.6 million euro in 2015, compared to 5.9 million euro increase in 2014 and 13 million in 2013), and was depreciated in 2015 for an amount of 1.7 million euro as the roll-out in Belgium was performed successfully as from July 1st 2015 onwards. The total gross value of the SAP ERP software implementation cost is 34.3 million euro per end of 2015.
The increase of the tangible fixed assets with 25 million euro in 2015 is mainly caused by the new headquarter building under construction in Kortrijk, expected to be ready beginning of February 2016. The total gross value of the new building is 44.2 million euro.
The increase of 92 million euro of financial fixed assets in 2015 consists of the intercompany acquisition of the shares of Barco Integrated Systems (106 million euro net), partly offset by the impairment of the shares of X2O Media Inc (12.8 million eur) and the sale of the participation in Barco Texen (-4.3 million euro) and Barco Singapore (-1.3 million euro) to Esterline (as part of the Defense & Aerospace divestment). In 2014, the increase of 35 million euro financial fixed assets compared to 2013 consist of the purchase of shares in Projectiondesign from Projection Holding, prior to the merger of projectiondesign and Projection Holding, for an amount of 10 million euro, the purchase of shares of Barco Australia from Barco Singapore for an amount of 8 million euro and a capital increase in Barco Brazil of 2 million euro, and the formation of a new legal entity Barco Singapore with a start capital of 1 million euro.
The decrease in stocks and contracts in progress is fully due to the divestment of Defense and Aerospace (impact -37.7 million euro).
The liabilities mainly include intercompany debts (527 million euro), for the major part towards Barco Coordination Center NV (487 million euro, whereof a new long term loan of 310 million euro). The external long term debts increased with 9.2 million euro for the financing of the new headquarter building.
| IN THOUSANDS OF EURO | 2015 | 2014 | 2013 |
|---|---|---|---|
| Sales | 520,910 | 589,647 | 668,830 |
| Operating income/(loss) | -36,390 | 1,204 | 30,809 |
| Financial result | -5,795 | 9,549 | 5,277 |
| Extra-ordinary result | 33,460 | -1,546 | -568 |
| Income taxes | 2,627 | 2,959 | 4,158 |
| Profit/(loss) for the year | -6,099 | 12,166 | 39,676 |
| 2015 | 2014 | 2013 |
|---|---|---|
| -6,099 | 12,166 | 39,676 |
| 176,373 | 193,305 | 170,627 |
| 170,273 | 205,470 | 210,302 |
| 458 | 9,734 | 1,413 |
| 148,628 | 176,373 | 193,305 |
| 21,188 | 19,364 | 18,410 |
| 170,274 | 205,470 | 210,302 |
Barco NV sales in 2015 decreased to 521 million euro, compared to 590 million euro in 2014., due to the divestment of the Defense & Aerospace division per 31 January 2015. The operating income decreased to -36.4 million euro in 2015, compared to an operating income of 1.2 million euro in 2014, mainly caused by current year's change in accounting treatment of development expenses, which has resulted in no capitalization of development expenses in 2015 (positive impact in 2014: 39 million euro and in 2013: 39.7 million euro).
The financial results decreased from 9.5 million euro in 2014 to -5.8 million euro in 2015 because no dividends received in 2015 compared to dividends received in 2014 of 14.6 million euro (12.9 million euro from Barco Singapore and 1.8 million euro from Barco Texen France). Both entities were sold to Esterline as part of the Defense & Aerospace divestment. Dividends were distributed in 2014 as preparation towards the cash and debt free transfer of the entities to Esterline.
The extra-ordinary result in 2015 mainly relates to the gain realized on the divestment of the Defense and Aerospace division for an amount of 50.4 million euro, impairments on intercompany participations (-15.6 million euro) and -1.3 million euro realisation loss on own shares, while 2014 consists of 1.6 million realisation loss on own shares (0.5 million euro in 2013).
The profit on income taxes of 2.6 million euro in 2015 and 3 million euro in 2014 is related to a tax credit on research and development expenses.
The board of directors of Barco NV proposed a gross dividend of 1.75 euro per share relating to the result as of 31 December 2015.
Beneluxpark 21 BE-8500 Kortrijk Tel.: +32 (0)56 23 32 11 Fax: +32 (0)56 26 22 62
President Kennedypark 35 BE-8500 Kortrijk Tel.: +32 (0)56 23 32 11 Fax: +32 (0)56 26 22 62
Stock exchange Euronext Brussels
More information can be obtained at the Investor Relations Department of the group management:
Vice President Investor Relations Tel.: +32 (0)56 26 23 22 Fax: +32 (0)56 26 22 62 E-mail: [email protected] Copyright © 2016 Barco NV
All rights reserved
Barco Corporate Marketing Focus Advertising
Carl Peeters Senior VP-CFO
Beneluxpark 21 8500 Kortrijk – Belgium
www.barco.com
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