Investor Presentation • Apr 11, 2016
Investor Presentation
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Key figures 2015 1 IBA at a glance 2 IBA is 30 years old 4 Proton therapy 6 Dosimetry 20 RadioPharma Solutions 24 Industrial 26 Human resources 28 Corporate social responsibility 30 Governance 36 Economical review 39 IFRS consolidated financial statements for the year ended December 31, 2015 73 IBA SA Annual financial statements 148 General information 152 Stock market and shareholders 157
IBA is a high-technology medical company which concentrates its activities on proton therapy, radiopharmacy, particle accelerators for industry, and dosimetry.
IBA is the worldwide leader in the proton therapy market.
Listed on the NYSE Euronext Brussels.
1 200 employees worldwide.
IBA operates in two areas: "Proton Therapy and Other Accelerators" and "Dosimetry".
& Other Accelerators
| 2014 (EUR 000) |
2015 (EUR 000) |
Change (EUR 000) |
CAGR(1) (%) 2014/2015 |
|
|---|---|---|---|---|
| Sales and services | 220 577 | 270 357 | 49 780 | 22.60% |
| Gross margin | 96 096 | 113 655 | 18.30% | |
| REBITDA (2) | 28 321 | 33 710 | 5 389 | 19.00% |
| REBITDA/Sales and services | 12.80% | 12.50% | ||
| REBIT (3) | 22 932 | 29 553 | 6 621 | 28.90% |
| REBIT/Sales and services | 10.40% | 10.90% | ||
| Net profit | 24 294 | 61 189 | 36 895 | 151.90% |
(1) CAGR: compound annual growth rate
(2) REBITDA: recurring earnings before interest, taxes, depreciation, and amortization. (3) REBIT: recurring earnings before interest and taxes.
| 2010 (EUR 000) |
2011 (EUR 000) |
2012 (EUR 000) |
2013 (EUR 000) |
2014 (EUR 000) |
2015 (EUR 000) |
CAGR(2) (%) |
|
|---|---|---|---|---|---|---|---|
| TURNOVER | 169 988 | 203 165 | 221 106 | 212 412 | 220 577 | 270 357 | 9.70% |
| Proton Therapy | 82 884 | 121 157 | 133 213 | 121 202 | 128 488 | 161 938 | 14.30% |
| Other Accelerators | 39 086 | 38 896 | 38 991 | 45 387 | 49 199 | 54 323 | 6.80% |
| Dosimetry | 48 018 | 43 112 | 48 902 | 45 823 | 42 890 | 54 096 | 2.40% |
(1) The figures do not include any pharmaceutical activity. (2) Compound annual growth rate.
IBA IS THE WORLDWIDE TECHNOLOGY LEADER IN ADVANCED CANCER RADIATION THERAPY TECHNOLOGIES. THE COMPANY'S SPECIAL EXPERTISE LIES IN THE DEVELOPMENT OF INNOVATIVE PROTON THERAPY TECHNOLOGIES, SUPPLYING THE ONCOLOGICAL WORLD WITH EQUIPMENT OF UNEQUALED PRECISION.
(1) Proteus®ONE - the brand name of a new configuration of the Proteus®235.
Proton therapy is considered to be the most advanced treatment available in the fight against cancer. With the precision that proton therapy offers, it is possible to target the tumor more effectively while limiting the side effects of the treatment. Protons deposit the majority of their energy within a precisely controlled zone while limiting the impact on healthy tissues surrounding the tumor.
IBA offers a full range of monitoring equipment and software that enables hospitals to perform the necessary checks and calibration procedures during radiation therapy and radiology. Precision and control are essential in the delivery of radiation. Delivering exactly the prescribed dose to a precisely defined area in the patient's body is absolutely crucial. Treatment success and patient safety depend on it.
IBA has installed more than 400 accelerators worldwide. Most of these are used to produce radioisotopes in oncology (for cancer detection), and in neurology and cardiology. In addition to its medical activity, IBA leverages its scientific expertise in radiation to develop sterilization and ionization solutions for various industrial uses.
A big thank you to Yves Jongen who founded this extraordinary company 30 years ago. And congratulations also to all IBA employees who contributed to this success. IBA can indeed be proud of the great achievements, unique culture and promising challenges. Our bright future is reflected in our strong present.
IBA's 2015 results bolster our confidence in the future for the Company and proton therapy. The growing volume of orders for IBA's multi-room and, increasingly, compact systems affirm our market-leading position. We anticipate further strong growth through 2016 and beyond as we continue to invest in R&D, head count and boosting our production capability to meet the growing demand for this next generation cancer treatment modality.
We continue to develop innovative solutions pushing back the limits of technology. We share ideas and
know-how with our customers and our partners to bring new solutions for the diagnosis and treatment of cancer. We respect the environment by reducing our footprint. We care about the well-being of patients, our employees and our shareholders as it is together that we complete our mission to Protect, Enhance and Save Lives.
30 Years of expertise
First patient treated in an IBA clinical Proton Therapy center at Massachusetts General Hospital (MGH) in Boston
2001
IBA was founded in 1986 as a spin-off of UCL by Yves Jongen
1986
IBA enters the Brussels stock market
4/5 IBA is 30 years old
I have a number of letters from parents of young kids saying if it would have not been this treatment, "we would have lost our kid". That is something I cherish and keep preciously.
Yves Jongen
First patient treated with Proton Therapy compact solution Proteus®ONE in Shreveport Louisiana
Yves Jongen is the IBA Chief Research Officer and worldwide recognized expert in particle accelerators
2016
2014
In developed markets, around 35% of cancer cases (>60% in US) require radiation treatment alone or in combination with other treatments, such as surgery or chemotherapy. Minimizing the overall exposure of healthy tissues has always been an important aspect of radiation therapy. This is where proton therapy offers a real advantage and has huge clinical potential compared to other forms of radiation. Proton therapy reduces the risk of secondary cancers and growth anomalies linked to the radiation of healthy tissues. It also offers patients a better quality of life during and after treatment by significantly reducing side effects.
Intensity Modulated Radiation Therapy (IMRT) vs Intensity Modulated Proton Therapy (IMPT) With courtesy of Elekta.
Unfortunately, today the benefits of proton therapy are experienced by too few patients. In fact, only 1% of the world's radiation oncology patients have access to proton therapy. To us it means 1% of our friends, families and colleagues; people we care for.
* Proton beams release the majority of their destructive energy within a small range inside the tumor, depositing less entrance dose and no exit dose. This peculiarity of proton beams enables physicians to treat tumors with unequaled precision, safety, and efficiency.
The precision offered by proton therapy minimizes patients' exposure to enhance their life.
"The only thing we, as parents, could do for Viggo was to look for the best therapy in the world so that after treatment, he could maintain a high quality of life."
Valérie Verlinden, Viggo's mother
While proton therapy today represents less than 1% of radiotherapy treatments, studies estimate that at least 17% of radiotherapy patients would benefit from being treated with proton therapy.
A large number of clinical trials are currently ongoing. These results will shape the future of proton applications, and undoubtedly open a new era for proton therapy treatment.
Ultimately proton therapy will allow us to reduce the radiation dose to the different organs. This will reduce the acute side effects during treatment that patients may develop, will reduce the sub-acute toxicities that may occur shorty after finishing treatment, and long-term complications. As a result patients will be better able to tolerate treatment, and we get happier, longe-living survivors.
Dr. Brad Hoppe, Associate Professor in the Department of Radiation Oncology, UF Health Proton Therapy Institute
on the clinical effectiveness of proton therapy, please contact us to receive:
Or download them at: www.iba-protontherapy.com/
IBA PT Users Meeting, 2016
IBA has always fostered a culture of collaboration and information sharing, and the company has leveraged its day to day involvement with experienced clinical teams from proton therapy centers worldwide to assemble information on recent developments and data.
In 2015, IBA launched a white paper series on proton therapy in oncology. The series offers a compilation of information on current practice, opportunities, and challenges of proton therapy in oncology. In addition to providing a general introduction to proton therapy, the white papers present an overview of indication specific data and findings, with the primary purpose of facilitating access to the most relevant information on the use of proton therapy for stakeholders in radiation oncology worldwide.
IBA published two papers in 2015. The first offers a general introduction to proton therapy, and the second provides an overview of the literature on proton therapy for pediatric cancer. More than ten indication specific white papers will follow, outlining the benefits of proton therapy for a range of indications, including skull base malignancies, ocular tumors, lung cancer, and Hodgkin lymphoma.
As the number of proton therapy centers in operation grows, the amount of clinical data on proton therapy is increasing rapidly. In 2015, there were 311 scientific publications released.
Dr. Indelicato believes that multidisciplinary pediatric oncology teams worldwide now recognize the value of proton therapy as a legitimate advancement in the treatment of tumors across
diverse sites in children. "In addition to the ballistic properties of protons and the upcoming improvements on image guidance, the fact that the Cone Beam Computed Tomography (CBCT) is integrated on the proton therapy machines further positions proton therapy as a better treatment modality than linear accelerators."
Dr. Indelicato, Associate Professor, Department of Radiation Oncology, University of Florida, White Paper Pediatrics
"The Texas Center for Proton Therapy is proud to be part of such a large network of IBA proton facilities. The recent user's meeting elucidated why IBA is a leader in this field and exhibited their commitment to improve lives through proton therapy. We look forward to our continued partnership with IBA to make a positive impact on the lives of cancer patients in Texas and beyond."
Dr. Andrew Lee, Medical Director, Texas Center for Proton Therapy
12/13 Proton therapy
Proteus®PLUS is a unique proton therapy solution for leading cancer centers striving to meet the treatment needs of a large and growing patient base. It will further enhance clinical reputation in cancer care, regionally and nationally. Its cutting-edge features can be configured into a tailored solution to meet research, clinical, and business objectives.
CYCLOTRON, ENERGY SELECTION SYSTEM BEAM TRANSPORT SYSTEM
RESEARCH ROOM
360° GANTRY TREATMENT ROOM
DIAGNOSTIC & ADMINISTRATION
360° GANTRY TREATMENT ROOM
FIXED-BEAM TREATMENT ROOM
adapt Treatment Suite is a modular software platform proposing a truly integrated treatment environment for safe and efficient proton therapy delivery.
IBA has been researching and developing ways to minimize the cost of proton therapy and make it more accessible to all cancer patients.
In line with IBA's commitment to this, the Proteus®ONE is a compact single-room solution that is more affordable while also being easier to install, operate, and finance.
Proteus®ONE delivers the latest advance in proton radiation therapy: Image-Guided IMPT.
SUPER-CONDUCTING SYNCHRO-CYCLOTRON
ENERGY SELECTION SYSTEM
It combines the precise dose delivery of Pencil Beam Scanning (PBS) with the dimensionally accurate imaging of 3D Cone Beam Computed Tomography (CBCT), enabling physicians to truly track where protons will be targeting tumor cells.
Proteus®ONE was inspired by everyday clinical practice. Its patient-centered design was developed in collaboration with Philips Healthcare to foster a soothing patient environment while helping the medical staff work more efficiently.
With Proteus®ONE, proton therapy becomes accessible for more patients worldwide. Interest in this compact solution has grown rapidly. By the end of 2015, 11 Proteus®ONE systems had been ordered.
220° GANTRY TREATMENT ROOM
Compact Single-Room Solution
"We want to spread the word around the world: people, there is an alternative to radiotherapy." "It was Christmas, Viggo's doctor sent an e-mail saying he compared the scans with the initial scans during the proton therapy treatment, and he saw Viggo's brain was developing normally." Steve Mommaerts, father of Viggo
Proton therapy is IBA's principal source of growth for the future, particularly since the Company also enjoys the position of uncontested world market leader. IBA provides the systems for more than half of all proton therapy treatment projects in the world.
IBA continues to provide the most advanced technologies to its partners and maintains its unrivalled position as an innovator in proton therapy technology.
Pencil Beam Scanning (PBS) easily and precisely sculpts the dose in complex volumes.
PBS is a proton beam delivery mode. The proton beam paints the target volume, one layer at a time, pixel by
PBS sculpts the dose by painting the target volume, one layer at a time, pixel by pixel.
pixel, to precisely match the shape of the tumor. It allows sculpting the dose with very high levels of conformality and dose uniformity, even in complexshaped tumors, thanks to its fine precision. PBS provides the opportunity to increase the number of clinical indications for proton therapy and contributes to minimizing the overall radiation dose.
Measurement tools are important to maximize the efficiency of radiation therapy and refining these tools significantly increases the precision of proton therapy. For example, CBCT technology allows imaging to be conducted directly in the treatment room, while gamma cameras help verify the beam range. To further develop these solutions, IBA benefits from several partnerships, such as the Philips Healthcare agreement to provide diagnostic imaging expertise.
Proteus®PLUS Proteus®ONE
NORTHWESTERN MEDICINE CHICAGO PROTON CENTER Warrenville, IL, USA Treating since 2010
UNIVERSITY OF PENNSYLVANIA HEALTH SYSTEM ROBERTS PROTON THERAPY CENTER Philadelphia, PA, USA Treating since 2010
HAMPTON UNIVERSITY PROTON THERAPY INSTITUTE Hampton, VA, USA Treating since 2010
BAPTIST HEALTH SOUTH FLORIDA Miami, FL, USA
THE PROTON THERAPY CENTER LLC (TPTC) PROVISION HEALTHCARE Knoxville, TN, USA Treating since 2014
PROCURE PROTON THERAPY CENTER IN OKLAHOMA CITY Oklahoma City, OK, USA Treating since 2009
WILLIS-KNIGHTON CANCER CENTER Shreveport, LA, USA Treating since 2014
This map has been updated in December 2015.
INDIANA UNIVERSITY HEALTH PROTON THERAPY CENTER Bloomington, IN, USA
MASSACHUSETTS GENERAL HOSPITAL BURR PROTON THERAPY CENTER Boston, MA, USA Treating since 2001
SCCA PROTON THERAPY A PROCURE CENTER Seattle, WA, USA Treating since 2013
PROCURE PROTON THERAPY CENTER Somerset, NJ, USA Treating since 2012
UNIVERSITY OF FLORIDA PROTON THERAPY INSTITUTE Jacksonville, FL, USA Treating since 2006
TEXAS CENTER FOR PROTON THERAPY Dallas, TX, USA Treating since 2015
BEAUMONT HEALTH SYSTEM Royal Oak, MI, USA Opening in 2017
INSTITUTO DE ONCOLOGIA ANGEL ROFFO HOSPITAL Buenos Aires, Argentina
WESTDEUTSCHES PROTONENTHERAPIEZENTRUM ESSEN (WPE) Essen, Germany Treating since 2013
AZIENDA PROVINCIALE PER I SERVIZI SANITARI (APSS) Trento, Italy Treating since 2014
CENTRE ANTOINE LACASSAGNE Nice, France
BRONOWICE CYCLOTRON CENTER Kraków, Poland Treating since 2011
FEDERAL HIGH-TECH MEDICAL CENTER Dimitrovgrad, Russia Opening in 2018
UNIVERSITAIR MEDISCH CENTRUM GRONINGEN (UMCG) Groningen, The Netherlands Opening in 2018
PROTON THERAPY CENTER CZECH S.R.O. Prague, Czech Republic Treating since 2012
CENTRE DE PROTONTHÉRAPIE DE I'INSTITUT CURIE Paris (Orsay), France Treating since 2009
SKANDIONKLINIKEN Uppsala, Sweden Treating since 2015
UNIVERSITATKLINIKUM CARL GUSTAV CARUS Dresden, Germany Treating since 2014
CYCLHAD (CYCLOTRON FOR HADRON THERAPY) Caen, France Opening in 2017
PROTON PARTNERS INTERNATIONAL United Kingdom (London, Newport (Wales), Newcastle) Opening in 2018
NATIONAL CANCER CENTER Ilsan, Korea Treating since 2007
APOLLO PROTON THERAPY CENTER Chennai, India Opening in 2016
WANJIE PROTON THERAPY CENTER Zibo, China Treating since 2004
CCH TAIPEI PROTON THERAPY CENTER Taipei, Taiwan Opening in 2017
JAPAN PROTEUS® ONE SITE 1 Japan Opening in 2017
JAPAN PROTEUS® ONE SITE 2 Japan Opening in 2017
GUANGDONG HENGJU MEDICAL TECHNOLOGIES CO. LIMITED Guangzhou, China
ZHUOZHOU PROTON THERAPY CENTER Hebei, China Opening in 2017
Both in radiation therapy and medical imaging applications, radiation has to be applied wisely and carefully. In medical imaging, the goal is to minimize the imaging radiation dose given to the patient while maintaining good image quality. In radiation therapy, the goal is to focus a high dose of cancer-killing radiation with pinpoint accuracy on the tumor mass, while sparing healthy tissues.
With over 10000 users worldwide, IBA Dosimetry is the market leader in providing healthcare professionals with high-end quality assurance solutions to measure and analyze the imaging and treatment doses received by patients. IBA believes that in view of the increasing requirement in the healthcare market for higher patient safety, the demand for dosimetry and quality assurance solutions in conventional radiation therapy, proton therapy, and medical imaging will grow as fast as the demand in radiation therapy and medical imaging equipment.
"As a physicist the patients, safety is my main objective while treating them. IBA's QA equipment and training provide me with the security to deliver the best treatment quality available." PhD. Matthias Dierl, Chief Medical Physicist Radiation Therapy, MVZ Klinikum Bayreuth GmbH
Dr. Lutz Müller, Senior Physicist and Director, International Competence Center and PhD. Matthias Dierl, Chief Medical Physicist, Radiation Therapy
22/23 Dosimetry
myQA® sets a new workflow efficiency standard by integrating all quality assurance applications and data into one common software platform. It offers a complete overview of the radiation therapy department and connects users worldwide, so that new treatment methods can be applied faster and with more confidence - resulting in safer patient treatments. This software platform enables physicists and radiologists to implement the most efficient QA workflow for their department, as well as satellite and partner hospitals.
IBA has developed in-depth experience in setting up medical radiopharmaceutical production centers. Based on this longstanding expertise, the IBA RadioPharma Solutions team helps nuclear medicine departments in hospitals and radiopharmaceutical distribution centers to design, build, and operate a radiopharmacy. Acquiring a cyclotron is the first step in the complex project of acquiring a fully-functional radiopharmacy, one that requires all
components and auxiliary equipment to be integrated into a consistent and efficient radiopharmacy center.
IBA RadioPharma Solutions has already installed 250 cyclotrons and 475 chemistry modules throughout the world. The sales potential for IBA in mid- and high-energy cyclotrons is high considering the increased demand for radiopharma-ceuticals for the diagnosis of severe diseases throughout the world, particularly in emerging countries.
Cyclotrons sold
"Thanks to the outstanding support and trustful relationship with IBA, we enjoy reliable and efficient production in our center. We are happy to fully respond to our customers' needs as well as developing R&D activities."
Dr. med. Konrade von Bremen, Director, SWAN Isotopen AG
IBA Industrial is the world leader in electron and proton accelerators for industrial applications and focuses on two markets: the sterilization of single-use medical products and the improvement of the physical properties of polymers (crosslinking).
In the sterilization market, IBA proposes a highly differentiated and innovative offering based on different configurations of the Rhodotron®.
These solutions allow customers to sterilize medical devices either by X-ray or electron beam treatment and enable
the industry to break their dependency on chemical or radioactive-based sterilization processes.
The polymer crosslinking market is mainly bolstered by the automotive industry, which uses electric cables treated with electron beam technology that are more compact and weigh less, reducing the fuel consumption of vehicles as a result.
Thanks to its unique expertise and products, IBA Industrial has also developed other innovative solutions including cargo x-ray systems.
Over 250 IBA Industrial accelerators are used in the world today.
IBA technologies enables all contamination by chemical products and radioactive material to be avoided. "We were supported perfectly throughout the whole project lifetime. It's more partnership and not only cooperation." Bernhard Gallnboeck-Wagne, Technical Manager, Mediscan GmbH
IBA is a company that innovates, stimulates, and believes in its employees. IBA is committed to providing the best technology possible to benefit society, its employees, and the world in general. IBA benefits from exceptional staff loyalty.
Employees know that they are working for an international company that gives them the opportunity to make a real impact in the battle against cancer.
They are top-level, talented experts in their respective fields. It is thanks to their commitment, continuous training, and accumulated experience that IBA, as a company, can make a difference and provide unrivalled technology that saves lives throughout the world.
A company that creates, innovates, stimulates, and believes passionately in its people. A company that is committed to the community, to the world and most of all, to its team members.
Protect Enhance and Save MORE Lives! This is truly what the new organization aims at. Growing our business means pushing our mission further.
What makes us successful so far is the way we work and share values, mindset, and behavior. In one word: our culture. We are very proud of the IBA culture today as it is all about collaborating and empowering people. We nurture agility in all of our processes: innovation and dynamism are intrinsically part of the road we follow to enrich our ambitions.
Because every organization is driven by its people. Because culture is what gives energy to people. We also have to make it evolve and put lots of effort into looking at how it can become a key enabler of the Company's ambition and make sure is fit for a larger organization. To Protect Enhance and Save MORE lives!
Since its inception, IBA has always cared about its employees, as well as concentrating on environmental issues and contributing to the community in which the company grows. In 2015, IBA implemented a new sustainable development program in order to demonstrate its commitment to the environment and the community, and to ensure that this commitment is reflected in the company's strategy. The new program also creates a framework for the various existing approaches and initiatives.
What is the ambition of this long-term program?
An exercise aimed at measuring the environmental impact of IBA's activities (the externalities) demonstrates that this impact mainly consists of greenhouse gas emissions. The environmental impact was calculated in order to define a budget for funding internal company projects that will allow the company to compensate for its environmental impact and the impact on the community. That is how IBA internalizes its externalities.
In order to tackle the externalities that were identified in the analyses of the company's carbon footprint, several projects have since been developed in various fields:
1. Improving IBA's products in order to reduce the energy consumption of its cyclotrons.
Each IBA project must respect the interests of all company's stakeholders. RESPONSIBILITY FOR THE NEXT GENERATION AND SOCIETY
34/35
Corporate social responsibility
IBA's sustainable development program focuses on the environmental impact of the company's activities. At the same time, it also includes initiatives for the community and future generations.
IBA, for example, has joined forces with other large European companies to launch the "All 4 Youth" program. This program helps train young graduates all over Europe, promoting their integration in the business community by offering several traineeships (60 young graduates took advantage of such offers at IBA in 2015).
Finally, and in keeping with the company's mission to "Protect, Enhance and Save Lives", IBA supports many associations and employee initiatives in their fight against cancer and their endeavor to provide patient support, including the IBA Sailing Team, Golf Against Cancer, blood drives, and other sports events.
From left to right: Jean-Marc Bothy (Chief Financial Officer), Yves Jongen (Founder & Chief Research Officer) Frédéric Nolf (Chief Human Resources and Sustainability Officer), Olivier Legrain (Chief Executive Officer), Rob Plompen (President IBA Dosimetry).
From left to right - Standing: Yves Jongen, Sybille van den Hove, Eric De Lamotte, Jeroen Cammeraat. Sitting: Marcel Miller, Olivier Legrain, Pierre Mottet, Kathleen Vandeweyer, Dr. Mary Gospodarowicz.
Approved by the Board of Directors at its meeting of March 21, 2016.
The main events of the 2015 financial year, further details of which are contained in the Management report, were as follows:
The key figures in terms of financial results are as follows:
which offers turnkey solutions for a more precise treatment of cancer, with fewer side effects, through the use of proton beams.
which offer a line of cyclotrons used for the production of PET or SPECT radioisotopes and a line of industrial accelerators for sterilization and ionization (E-beam and Rhodotron® and Dynamitron® types of X-ray).
Dosimetry offers measurement and quality assurance instruments for radiotherapy and medical imaging, enabling healthcare professionals to verify that equipment administers the planned dose to the targeted area.
| Net Sales 177 687 216 261 38 574 21.7% - Proton therapy 128 488 161 938 33 450 26.0% - Other accelerators 49 199 54 323 5 124 10.4% REBITDA 24 148 25 270 1 122 4.6% % of Sales 13.6% 11.7% REBIT 19 516 21 956 2 440 12.5% |
FY 2014 (EUR 000) |
FY 2015 (EUR 000) |
Variance (EUR 000) |
Variance % |
|
|---|---|---|---|---|---|
| % of Sales | 11.0% | 10.2% |
Net sales grew by 21.7% in 2015 for Proton Therapy and Other Accelerators, driven in part by continued strong growth of sustainable service revenues (partially explained by the USD to EUR FX rate), making up about one third of the total.
Proton Therapy service revenues alone increased by 20.6% and, including Other Accelerators, by 19.0%, further indicating the sustainability and predictability of this important revenue stream. The Company now has 33 PT service contracts signed, totalling a backlog of EUR 575 million in future booked revenues over the next 10-15 years.
In addition, IBA has a record year-end backlog in Proton Therapy and Other Accelerators of EUR 332 million, up 30% from EUR 256.2 million at the end of 2014.
Proton therapy is IBA's principal source of growth for the future, particularly as the Company continues to retain its market-leading position.
IBA saw continued growth in market interest in proton therapy in 2015 with orders for 13 new rooms. The Company sold four Proteus®ONE systems including three rooms to Proton Partners International in the UK and one in Taiwan. 2015 was also a very strong year for the Company's multi-room system, Proteus®PLUS, with orders in the US (three rooms for Baptist Health South Florida at the Miami Cancer Institute), the Netherlands (two rooms at the Universitair Medisch Centrum Groningen proton therapy center), China (two rooms to Guangdong Hengju Medical Technologies Co. Ltd in South China), and Argentina (two rooms for the installation of a proton therapy center at the Instituto de Oncologia Angel Roffo hospital in Buenos Aires).
This brings the total historic number sold globally by IBA to 38 units (95 rooms), representing 49% of the total proton therapy centers sold (48% of the total PT rooms sold).
While proton therapy today accounts for less than 1% of radiotherapy treatments, studies estimate that at least 17% of radiotherapy patients would benefit from being treated with proton therapy and a large number of further clinical trials are ongoing. IBA develops new more affordable solutions and technologies that will further increase the precision of proton therapy. These developments will shape the future of proton applications, and undoubtedly open a new era for proton therapy treatment.
As the number of proton therapy centers in operation grows, the amount of clinical data on proton therapy is increasing rapidly. In 2015, IBA launched a white paper series on proton therapy in oncology. The series offers a compilation of information on current practice, opportunities and challenges of proton therapy in oncology. In addition to providing a general introduction to proton therapy, the white papers present an overview of indication-specific data and findings. IBA published two papers in 2015 (http://www.iba-protontherapy.com/more-resourcespt). The first offers a general introduction to proton therapy, and the second provides an overview of the literature on proton therapy for pediatric cancer. More than 10 indication-specific white papers will follow, outlining the benefits of proton therapy for a range of indications among which skull base malignancies, ocular tumors, lung cancer, and Hodgkin's lymphoma.
The Proteus®ONE compact system is opening the single room market due to its smaller footprint and shorter installation time. It is the only compact system in the market today that incorporates both the most advanced Pencil Beam Scanning and Cone Beam CT, setting a new standard in the compact proton therapy market. To date, IBA has 11 Proteus®ONE systems installed or in process of being installed globally, in the UK (3), Japan (2), France (2), US (2), and Taiwan (2).
Proteus®ONE came into clinical use in 2014 at the Willis-Knighton Cancer Center (WKCC). In July, IBA announced that the WKCC teams and IBA have reached unprecedented levels of quality care, ease of use and speed of treatment with the Proteus®ONE. In addition to treating more common indications such as the brain and prostate, PBS has enabled WKCC to treat new applications such as breast, head & neck, esophageal lung, spine cancer, pediatric malignancies and various pelvis indications.
IBA has continued to further enhance its own inhouse technological advances with collaborations with some of the world's leading academic institutions and companies. For example, research collaborations with Penn Medicine have contributed to the research on Pencil Beam Scanning (PBS) protocols and Cone Beam Computed Tomography (CBCT), among others.
IBA also benefits from a partnership with Philips Healthcare to provide superior diagnostic imaging expertise. Measurement tools are important for maximizing the efficiency of radiation therapy, and refining these tools significantly increases the precision of proton therapy. For example, CBCT technology allows imaging to be conducted directly in the treatment room, while gamma cameras help verify the beam range. CBCT, the volumetric imaging modality, enables the production of qualitative images on a more frequent basis before or after the actual treatment, putting proton therapy on the threshold of adaptive treatment. Furthermore, it enhances the patient positioning precision, improving the global treatment quality.
In April, IBA and Toshiba Medical Systems Corporation announced the signing of a global collaboration to expand access to proton therapy worldwide. Toshiba has become the distributor in Japan for Proteus®ONE and IBA has become the agent for Toshiba's Carbon Therapy Solutions outside Japan.
In June, IBA and Royal Philips announced the signing of an exclusive agreement to enhance access to proton therapy in India. The exclusive Philips-IBA agreement for India followed the framework agreement that Philips and IBA signed in September 2014. The framework agreement comprises research and development, marketing and sales of imaging and therapy solutions in oncology.
With these new collaborations with Philips and Toshiba, IBA further strengthens its world leading position in proton therapy and remains at the forefront of delivering the latest in innovative cancer therapy in key regions.
IBA's Other Accelerators division delivered strong growth during 2015, again with significant gains seen in emerging markets. Revenues rose 10.4% to EUR 54.3 million, from EUR 49.2 million in 2014.
Over 2015, IBA has won 11 important Other Accelerator contracts across the world.
2015 was another good year of cyclotron sales for IBA's RadioPharma Solutions division with important contracts won in all key regions. IBA RadioPharma Solutions has already installed 250 cyclotrons and 475 chemistry modules throughout the world. The sales potential for IBA in mid- and high-energy cyclotrons is high with increasing demand for radiopharmaceuticals for the diagnosis of severe diseases throughout the world, particularly in emerging countries.
Over 250 IBA Industrial accelerators are used in the world today, including some that have been functioning for more than 50 years. IBA's Industrial Accelerators division focuses on two markets: the sterilization of single-use medical products, and the improvement of the physical properties of polymers (crosslinking). IBA Industrial is evaluating new long term markets such as container screening and energy saving solutions. These new markets could contribute to growth of the segment.
| FY 2014 | FY 2015 | Variance | Variance | |
|---|---|---|---|---|
| (EUR 000) | (EUR 000) | (EUR 000) | % | |
| Net Sales | 42 890 | 54 096 | 11 206 | 26.1% |
| - Dosimetry | 42 890 | 54 096 | 11 206 | 26.1% |
| REBITDA | 4 173 | 8 440 | 4 267 | 102.3% |
| % of Sales | 9.7% | 15.6% | ||
| REBIT | 3 417 | 7 597 | 4 180 | 122.3% |
| % of Sales | 8.0% | 14.0% | ||
Dosimetry has continued its return to growth that began in the first half of 2015. Revenues grew 26.1% compared to last year helped by the growing success of Dosimetry solutions for PT, the success of myQA® and the favorable EUR/USD exchange rates. At constant rate, growth would have been 18.8%.
IBA Dosimetry has also established a strong backlog of EUR 18.4 million, up 9.5% compared to full year 2014.
In March, IBA announced the release of its new global quality assurance platform: myQA®, and a subsequent upgrade in September. myQA® offers full support throughout all QA applications and provides the user access to its various software modules and data from one intuitive platform – anytime and anywhere.
In August, IBA announced the successful debut of the all-new IBA Dosimetry Support Portal. The most recent addition of the IBA CARE program initiative, the new Support Portal adds emphasis on customer satisfaction by offering continuous service accessibility and improved service quality for global customer convenience.
Pursuant to Article 12, §2, 3° of the Royal Decree of November 14, 2007 regarding obligations of issuers of financial instruments admitted to trading on a regulated market, Olivier Legrain, Chief Executive Officer (CEO), and Jean-Marc Bothy, Chief Financial Officer (CFO) of IBA SA, declare that, to their knowledge:
Ø the enclosed financial statements, prepared in accordance with applicable accounting standards and thoroughly reviewed by the auditors, accurately reflect the assets, financial position, and results of IBA SA and the undertakings included in the consolidation; and
Ø this management report gives exact information and a true and fair view of the business evolution, the earnings, and the position of IBA and the undertakings included in the consolidation, as well as a description of the principal risks and uncertainties they face. This management report does not omit any information that would be significantly misleading as to any other information given in it.
IBA reported a 22.6% increase in revenues to EUR 270.4 million during 2015 (2014: EUR 220.6 million).
Recurring operating profits before interest and taxes (REBIT) continued to improve compared with 2014, due to the growth and the benefits from the implementation of the Company's productivity and efficiency program. The Company's REBIT increased 28.9% in 2015 from EUR 22.9 million in 2014 to EUR 29.6 million in 2015. At constant FX rate, the growth would have been 17.0%.
Other operating result mainly includes the realized gain on the disposal of IBA Molecular (Rose Holding SARL), the reversal of provisions for dismantling the Fleurus site and the reversal of provisions related to estimated commitments under the agreement with SK Capital Partners partially compensated by writeoffs on long term receivables, write-offs on other investments, an one-time bonus granted to employees except management, long term incentive plan provision, costs of share-based payments (see note 25).
The IBA's Board of Directors will recommend to the general assembly, the distribution to shareholders of a total dividend of EUR 1.39 per share (about EUR
41.1 million), representing the 30% payout on the recurring profit and most of the capital gain on the IBA Molecular transaction.
Operating cash flow during 2015 amounted to EUR 45.4 million.
Cash flow from investing was positive at EUR 5.5 million, due to the dividend received of EUR 10.0 million related to the sale of IBA North America, Inc. (IBAM NA) to Illinois Health and Science (IHS) in the framework of the disposal of IBA Molecular (Rose Holding SARL), payments received of deferred remuneration elements related to the sale of Cisbio Bioassays business for EUR 6.8 million compensated by the acquisition of a minority stake in Proton Partners International for EUR 7.1 million and investments in software's, building and equipment's for EUR 4.1 million.
The net cash position at the year-end was EUR 50 million, significantly improved from EUR 5.3 million at year-end 2014.
Non-current assets decreased by EUR 31.2 million during the 2015 financial year, essentially due to the combined effects of:
Goodwill at the end of 2015 (EUR 3.8 million) remained unchanged and related to the Dosimetry business.
Intangible fixed assets (EUR 8.6 million) and tangible fixed assets (EUR 9.3 million) increased by a total of EUR 0.1 million. The change during the year is mainly attributable to high investment in software's, building and equipment's for EUR 4.3 million, depreciation and amortization for 4.1 million and currency translation difference for EUR 0.1 million.
Companies accounted for using the equity method and other investments decreased by EUR 28.5 million, mainly due to the disposal of IBA Molecular (Rose Holding SARL) for EUR 34.8 million partially compensated by the acquisition of a minority stake in Proton Partners International for EUR 7.1 million (GBP 5 million).
Deferred tax assets increased by EUR 0.2 million and represent recoverable losses on future earnings, essentially on the entity IBA SA and LLC Ion Beam Applications (Russia) amounting to EUR 20.5 million and temporary difference on the American entities, Ion Beam Beijing Applications Co Ltd, IBA Dosimetry GmbH and IBA SA amounting to EUR 2.7 million.
Other long-term assets decreased by EUR 3.85 million to EUR 16.7 million. This change is essentially attributable to the anticipative reimbursement of deferred remuneration elements related to the sale of Cisbio Bioassays of EUR 5.2 million, the recognition of additional research tax credit of EUR 1.9 million, the transfer to short term of research tax credit of EUR 0.94 million, the reclassification from short term to long term of a proton therapy customer trade receivables for EUR 5.1 million, write off for EUR 3.88 million and the transfer to short term of deferred remuneration elements related to the assets sales of the PharmaLogic Pet Services of Montreal Cie of EUR 1.12 million.
Current assets amount to EUR 323.9 million at the end of 2015. There has been a large increase of EUR 119.5 million compared with 2014.
Inventories and contracts in progress increased by EUR 8.2 million, EUR 4.4 million was attributable to contracts in progress, EUR 0.8 million was attributable to raw materials and EUR 3.4 million was attributable to finished products and work in progress compensated by the increase of EUR 0.4 million of write-off on inventories.
Trade receivables increased by EUR 5.1 million.
The increase of EUR 61.6 million in other receivables mainly related to the increase of the other receivables related to the disposal of IBA Molecular for EUR 64 million, the increase of the amount of advance payments done to suppliers for EUR 3.0 million and the decrease by EUR 1.6 million of the amount related to the sale of the Radiopharmaceutical business (assets that are flowing back when provision is used), the decrease of current income tax receivable for EUR 1.8 million and the payments received from Bioassays related to deferred contingent remuneration elements following the sale of the Cisbio Bioassays business to Argos Soditic for EUR 2.1 million (see note 3.F).
Non-current liabilities decreased by EUR 15.2 million compared with the end of 2014 to EUR 25.9 million at the end of 2015. This change is mainly attributable to the following factors:
Ø Long-term debts decreased by EUR 11.5 million, essentially due to the reclassification to shortterm debt of the EIB loan amounting to EUR 16.3 million, the reclassification to short-term of financial leases amounting to EUR 0.2 million and the reclassification from reserves to the long term debts of the S.R.I.W. ''Reverse convertible bond'' amounting to EUR 5 million (see note 2.1.3 and 2.4). At the end of 2015, long-term debts amounted to EUR 15.2 million, comprising EUR 15 million for the SRIW loans and the balance of EUR 0.2 million made up of long-term debts relating to financial leases.
Ø The increase of EUR 0.1 million in other longterm debts results from the accounting of additional long-term contractual obligations related to proton therapy projects for EUR 0.3 million and the decrease of advances received from Walloon Region of Belgium for EUR 0.2 million.
Current liabilities increased from EUR 158.4 million to EUR 205.9 million. The following elements are to be noted:
The Group's cash and cash equivalents increased by EUR 44.5 million in 2015, mainly thanks to a positive operating cash-flow of EUR 45.4 million, to EUR 6.8 million cash-in for deferred contingent remuneration related to the sale of the Cisbio Bioassays business, to EUR 10.0 million dividend cash-in from Rose Holding SARL in relation with the disposal of IBA North America Inc to Illinois Health and Science reduced by acquisitions of tangible and intangible assets of EUR 4.3 million, by the investment in Proton Partners International of EUR 7.1 million and by a financing cash-out of EUR 5.6 million.
Net financial position increased from EUR 5.3 million net cash end of 2014 to EUR 50.0 million end of 2015.
Research and development expenses related to the Group's businesses amounted to EUR 28.64 million (10.6% of sales) in 2015 less EUR -1.89 million of research tax credit for which provisions were made.
At IBA, research expenses are recognized directly in the income statement and development expenses are recognized directly in the income statement because the nature of capitalizable development costs could not be demonstrated in accordance with the Group's accounting rules. These significant investments enable the Company to remain among the world leaders in all the markets in which it operates.
In June 2014, the Board of Directors proceeded, in the framework of the authorized capital, to the issue of EUR 5 million subordinated reverse convertible bonds, the convertibility of which is at the entire discretion of IBA (the "RC Obligations") and which enables their beneficiary to subscribe to newly issued IBA shares. The RC Obligations, then subscribed in full by the S.R.I.W., are not convertible any more since December 31, 2015. If the entire amount of the RC Obligations had been converted it would have led to the creation of 434 027 newly issued IBA shares. At December 31, 2015, the reverse convertible bond has been reclassified from equity to long term debts.
In December 2015, the Board of Directors has issued, in the framework of the authorized capital, 50 000 stock options (the "Stock Options") for members of the Group top management (including some determined persons) consisting of 40 000 free options and 10 000 paid options (subscription price of 5.50% of the strike) within the limits and in accordance with the repartition decided by the Remuneration Committee. These Stock Options will vest on 31 December 2018. Each Stock Option allows its beneficiary to subscribe to one newly issued share against payment of a strike of EUR 31.84 between January 1st, 2019 and June 30, 2024.
IBA SA did not repurchase any of its stock in 2015. At December 31, 2015, IBA SA held 63 519 of its own shares compared to 75.637 as per December 31, 2014. In 2015, 12 118 IBA own shares were sold to employees in the framework of an ESP 2015 with no issue of new shares.
Sales and services by Ion Beam Applications SA for the 2015 financial year went up from EUR 211.0 million in 2014 to EUR 247.7 million, i.e. an increase of 17%. This increase in revenues primarily reflects changes in the advancement of current contracts as well as increased revenues from the high level of order intake as well as from maintenance contracts due to the steady increase in the number of operational proton therapy centers.
Income from operations, which showed a profit of EUR 32.5 million in 2014, went down to a profit of 24.9 million, primarily due to an increase of research and development depreciation following a change in the accounting policies in 2013.
The Company posted a profit before tax of EUR 23.4 million, compared to a profit of EUR 50 million in 2014. This decrease is due to the increase of research and development depreciations in 2015 as explained above as well as the dividends received from its German and US subsidiaries for EUR 19 million in 2014.
The operational perspectives of IBA remain highly positive.
At the end of 2015, the Company had six branches in Prague, Czech Republic; Orsay, France; Krakow, Poland; Trento, Italy; Seoul, South Korea; and Uppsala, Sweden. The branches were established as part of the Proton therapy business.
Being called on to decide on approval of the report of the Compensation Committee regarding the appraisal of the Management Team triggered the application of the procedure governing directors' conflict of interests as defined in article 523 of the Belgian Companies Act. This conflict of interests concerned the managing directors in their capacity of Management team Members.
"The directors affected by the conflict of interests decide not to participate in the deliberations relating to the proposals on the agenda, nor to take part in the vote. After deliberation, the Board unanimously approves the recommendations made by the compensation Committee in his report to the Board regarding the Managing Directors remuneration."
Being called on to decide on approval of the ESP for the employees and the Managing Directors of IBA SA triggered the application of the procedure governing directors' conflict of interests as defined in article 523 of the Belgian Companies Act. This conflict of interests concerned the managing directors in their capacity of beneficiaries of the said plan.
"The managing directors are beneficiaries of the ESP, and in this quality, declare to have a direct financial interest and raise a conflict of interests' situation in the meaning of 523 BCC. They will not sign the resolution.
So as to limit the dilution of IBA's existing shareholders, employees taking part in this year ESP shall be offered the possibility to acquire existing shares, and not to subscribe to newly issued shares as it was the case before. The main specifications of the ESP are as follows:
Ø Number of shares: Maximum 50 000 shares
Ø Acquisition price: Average market closing price of the 30 days preceding 1 June 2015, less a 16.67% discount
By unanimous written resolution, duly justified by the urgency and in accordance with IBA's corporate interest, the Board unanimously approves the terms and conditions of the ESP. It delegates to Olivier Legrain the power to determine the exact modalities of the ESP and to sign all documents necessary or useful to implement this decision.
Being called on to decide on approval of a modification to the current SOPs (namely the continued exercise of options issued under the SOPs 2006, 2007, 2009, 2010, 2011, and 2012 instead of the previous exercise periods of one month four times a year) triggered the application of the procedure governing directors' conflict of interests as defined in article 523 of the Belgian Companies Act. This conflict of interests concerned the managing directors and Pierre Mottet in their capacity of beneficiaries of the said plans.
Pierre Mottet, Yves Jongen and Olivier Legrain, in their quality as beneficiary, declare to have a direct patrimonial conflict of interest and raise a conflict of interest situation in the meaning of article 523 of the BCC. They do not take part in the debates any more.
After having read the special report detailing the subject and justification of the above operation, the Board unanimously approves the said report and drafts of documentation provided. It delegates to Olivier Legrain the power to finalize the documentation and to sign all documents necessary or useful to implement this decision.
In accordance with article 96, paragraph 9, of the Belgian Companies Act, IBA's Board of Directors reports that
On June 26, 2015, IBA acquired 50% additional stakes in Striba GmbH to Strabag GmbH for EUR 1. Since that date, the Company is consolidated in full in place to be consolidated as equity accounted company.
On December 11, 2015, IBA has signed a definitive agreement for the sale of IBA Molecular (Rose Holding SARL), to Funds advised by CapVest Partners LP ("CapVest"). The closing of the transaction is expected by the end of the first quarter of 2016. This agreement finalizes full divestiture of the 40% owned by IBA into IBA Molecular. First through the sale of IBA North America, Inc. (IBAM NA) to Illinois Health and Science (IHS) signed in April 2015 and secondly through the sale in December 2015 of IBA Molecular EMEA to funds advised by CapVest Partners LP. These two transactions together are worth more than EUR 70 million to IBA in cash, representing a capital gain of more than EUR 30 million. The closing of the first transaction occurred in July 2015 and the closing of the second one in March 2016.
Besides the risks to which all industrial companies are exposed, a list of significant risk factors specific to IBA's activities is described below. This list does not claim to be exhaustive.
Some IBA products and devices cannot be marketed without regulatory approval or registration as medical devices or pharmaceutical products. Such authorization is necessary in each country where IBA wishes to market a product or device. At the end of 2015 IBA was authorized to market its particle therapy devices in the United States (FDA), the European Union (LRQA), Australia (TGA), China (SDA), Russia (Gost-R) and South Korea (KFDA). Authorizations may always be revoked. Moreover, as IBA's equipment evolves technologically, further authorizations are required. This is particularly the case for Proteus® ONE currently under development.
The Company continues to invest heavily in research and development and cannot overlook the possibility that one of its prototypes may not be commercially viable or may become obsolete during its development because of competing technological development.
The subsidization by healthcare reimbursement institutions of costs for diagnostics by PET (Positron Emission Tomography) scans or SPECT (Single Photon Emission Computed Tomography) scans – or for the treatment of certain diseases for which equipment made by IBA is directly or indirectly involved – is subject to review. The healthcare reimbursement policies of these organizations will in turn influence the volume of orders that IBA obtains. These subsidies from reimbursement institutions differ greatly from one country to another.
The use of products made by IBA may expose the Company to certain liability lawsuits. IBA maintains insurance to protect itself in the event of damages arising from a product liability lawsuit or from the use of its products. In a country such as the United States, where the slightest incident may result in major lawsuits, there is always a risk that a patient who is dissatisfied with services received by products delivered by IBA may initiate legal action against it. The Company cannot guarantee that its insurance coverage will always be sufficient to protect it from such risks or that it will always be possible to obtain coverage for such risks.
The Company is exposed to foreign exchange risks when it signs certain contracts in foreign currencies or when it invests abroad. To the fullest extent possible, the Company employs the financial instruments necessary to limit its exposure to these risks. The Company's financial risk management objectives and policy, as well as its policies on price, liquidity and cash flow risk are described in greater detail in the notes to the consolidated financial statements in this report.
IBA invests in companies whose business sector is complementary to its own. In most cases, these are recently established companies in innovative sectors. IBA cannot guarantee that all of these investments will be profitable in the future or that some projects will not be purely and simply terminated. In certain cases, IBA also invests its surplus cash in very liquid and highly rated financial instruments but cannot however, predict sudden changes in these ratings or market modifications leading to the loss of this liquidity.
Under the sale of its Radiopharmaceutical business, IBA has also retained liability for 5 years if the funds pledged to cover the decommissioning of the facilities at Saclay in France prove to be less than the discounted provision over a period running to 2021 or 2042 depending on the case. The risks result on the one hand from a possible change in the interest rate used in the discount calculation (TEC30) and on the other hand from the yield that will be obtained on the assets entrusted to an independent asset management company. This risk doesn't exist anymore since the disposal of IBA Molecular.
Since IBA was established, the number of highly qualified persons employed by the Company has significantly increased. However, it is possible that the defection of certain key employees possessing specific expertise could, for a short time, affect one of the Company's activities.
In general, IBA's customers are diversified and located on several continents. Each year the Company depends on a number of orders, particularly for its proton therapy systems that are executed over several financial years. The receipt of one additional order or one less order, or changes in an order that were not anticipated at the beginning of the year, are characteristics of this field of business which can have a significant impact over several accounting periods. On the other hand, the lead time for fulfilling orders gives the Company a good view of its level of activity several months in advance.
The Company holds intellectual property rights. Some of these rights are generated by employee or production process knowhow and are not protected by patents. The Company has filed patents but it cannot guarantee that the scope of these patents is broad enough to protect the Company's intellectual property rights and prevent its competitors from gaining access to similar technologies. The Company cannot guarantee that the defection of certain employees will not have a negative impact on its intellectual property rights.
Currently, IBA has no direct competitor covering all the markets in which it is present. However in certain markets, it is competing against some of the world's largest corporations. These corporations have highly developed sales and marketing networks and more importantly, extensive financial resources beyond comparison with those of IBA. Furthermore, there is always the possibility that a new technology – notably a revolutionary therapy in the treatment of cancer that would render a part of IBA's current product line obsolete – could be developed.
The development and marketing of a new therapy does nevertheless require a relatively long period of time.
Some contracts may contain warranties or penalties which generally represent only a few percent of the amount of the contract in the case of conventional sales contracts. However these amounts may be significantly higher in public-private partnerships in as much as the penalties must cover the associated financing. Such clauses are applicable only to a limited number of contracts, essentially those relating to proton therapy projects. The possibility that a customer may one day exercise such a warranty or penalty clause cannot be excluded.
On March 10, 2016, the Company announced that following a global public tender, it has signed a contract with Tata Memorial Centre to install a proton therapy center in Mumbai, India. IBA will equip the new center with its Proteus®PLUS multi-room configuration including three treatment rooms with Pencil Beam Scanning capability. The equipment and services supplied by IBA will be worth approximately EUR 60 million to IBA. The project is fully financed and includes a long-term operation and maintenance contract. The center will treat its first patient in 2019.
On 23 March 2016 the company announced that the sale of IBA Molecular ("IBAM") to funds advised by CapVest Partners LP ("CapVest"), in which IBA had a 40% stake, was closed successfully. With this transaction, IBA has fully exited its joint venture with SK Capital Partners and retains no interests in IBA Molecular. The closing of this transaction is completed by a payment in cash to IBA of circa EUR 62 million.
Proton therapy's penetration of the radiation therapy market continues to grow due to increasing clinical relevance, affordability and technological advances. IBA is scaling up production capacity, including investment in a new Proteus®ONE assembly line, a new customer centre, with a combined expected CAPEX of EUR 15 million over the next two years. The Company is also recruiting 400 engineers and qualified staff, worldwide, over the next 12 months.
IBA has a record backlog of EUR 332 million and the sustainable revenue source from service and maintenance contracts now represents EUR 575 million of revenue over the next 10-15 years. In 2016, IBA expects to achieve a revenue growth greater than 20%, and double digit annual growth is anticipated thereafter.
The Company expects its operating margin to be 11% in 2016, increasing to 13%-15% by 2018. Net debt is expected to stay limited in the years to come. Even with the necessary continued investments in technological advances in proton therapy to maintain its leadership in the space, IBA is planning a dividend payout ratio of 30% for the future.
This guidance is based upon the expected continued development of the proton therapy market but also the balance between the economies of scale that IBA can achieve at a higher production rate and the growing importance of service revenue versus the increased demand driven by the equipment price tag reduction in the proton therapy market, and the Company's continued investment in research and development.
The philosophy, structure, and general principles of IBA corporate governance are presented in the Company's Corporate Charter ("Charter"). The Charter is available on the Company's website www.iba-worldwide.com.
The Company has adopted the 2009 Belgian Code of Corporate Governance as its reference Code and is in compliance therewith, including composition of the Audit Committee.
The principal characteristics of the internal control systems and risk management practices set up by IBA as part of the process of providing financial information are as follows:
After the Group has established its annual objectives, these are transferred to operational divisions, departments and each staff member. The annual evaluation procedure ensures that these objectives are followed.
The organization of the accounting and finance department contributes to this process. The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) jointly agree department objectives and the CFO is then responsible for dividing these between the various levels of hierarchy.
The human resources department, working with Management, has established a library of functions detailing descriptions of the functions required in the organization of IBA Group activities. Individual responsibilities for maintaining accounts and financial information are identified in this process.
The accounting policies applied across the Group are defined in an accounting manual. This manual, which is available on the Company intranet, is followed by Company subsidiaries during their periodic accounting activities. The process of preparing consolidated financial information is supported by a collection of instructions aimed at
guiding subsidiaries in the preparation of their local accounts.
Financial statements are consolidated on a monthly basis. This procedure enables any new accounting issues to be highlighted quickly.
For this purpose, the finance department works closely with the legal department, as well as with external auditors, in order to ensure adequate adaptation to changes in legislation and the evolution of accounting standards.
These efforts are made in order to meet Company objectives concerning the provision of financial information in full compliance with Company law, deadlines and quality standards.
The control of risks which could affect the procedure of establishing financial information is informal. The identification and evaluation of these risks are undertaken by the Company's management in its daily activities.
Senior management has introduced a range of control and analysis tools in order to identify, evaluate and track financial and operational risks. These include:
procedures as well as the code of business practice applicable throughout the Group. All employees are required to report any incidents or events likely to represent a risk to the Company to this person.
The responsibilities of each member of staff in the area of risk management are established during the allocation of tasks to be performed for the preparation of the various analysis tools.
The Board of Directors and the Audit Committee fulfill their responsibility for monitoring risk management essentially by reviewing the analysis tools introduced by senior management, such as:
The close control of risks to which the Company is exposed is undertaken by financial controllers and an internal auditor reporting to both the CFO and the Audit Committee. These two functions help to identify new operational or accounting issues, apply suitable accounting procedures and ensure the safeguarding of assets. Through their work they also remain vigilant for any situation that could resemble internal or external fraud. A program of complementary tests and specific actions is conducted if a risk situation is identified.
Controls of procedures for closing of local accounts, approval of payments, invoicing, stock management and other regular activities are organized locally. Procedures for establishing financial statements are controlled by local financial management and the management controller of the division to which the entity belongs. This is a cross structure between staff from operational divisions and financial managers of the legal entities.
Certain operations are centralized on a Group level. Members of senior management are directly involved in the ratification and approval of these operations, thus ensuring control on the completion of accounting and financial information related to:
Control activities are completed by the fact that the procedures for establishing the financial statements of the Group are applicable in all the units within the scope of consolidation. The results of audits conducted by local external auditors are shared directly with the Group's financial department.
The availability and relevance of accounting and financial information are assured by the analysis tools described above and by the information technology and data processing environment.
Although the current IT environment is heterogeneous, the computing systems are sufficiently secured by:
A portal centralizes incidents, requests for information and other requests that staff may have concerning IT services.
The IT department works with consultants based on specific requirements. Work with these service providers is defined by contract. Security measures are tested periodically in order to ensure their effectiveness. The maintenance of the IT systems is an integral part of the IT department's mission.
Accounting and financial information is communicated to Management on a monthly basis in the form of reports from the management controllers and consolidated financial statements. This information is provided directly to division presidents and financial management. The annual accounts, budget, strategic plan and follow-up on investments and treasury are presented to the Audit Committee before being submitted to the Board of Directors. Furthermore, the Board of Directors is regularly informed about the financial state of the Group via monthly management dashboards.
The communication of financial information to the market is managed by the communication, finance and legal departments of the organization. Shareholder concentration in the Belgian market allows this process to be centralized with a limited number of people, with the CFO playing a leading role. A schedule summarizing the periodic requirements for the communication of financial information is available at Group level, with details of the nature and date of each requirement. A procedure stipulates the persons responsible for preparing, approving and communicating this financial information to the market, based on whether the information is restricted or not, and commercial or financial in nature.
Evaluation of the internal control system takes place primarily when the management bodies review the financial statements and analyses prepared by the Finance Department, as well as during the follow-up on the effectiveness of internal control and risk management systems by the Audit Committee.
The analysis tools referred to above are established in line with the accounting principles validated by the Audit Committee and Board of Directors. They are adapted in function of the evolution of the Group's activities and environment as necessary. The pertinence of the information and proper application of accounting principles are reviewed by the Finance
Department during the preparation of these accounting principles and by management bodies during their successive reviews.
The CEO and CFO present and comment the financial statements to the Audit Committee and Board of Directors every quarter or more frequently if necessary. The Audit Committee receives a summary of the control reviews conducted internally, underlining weaknesses identified by the internal audit. It also receives any comments made by external auditors on the accounting decisions and evaluation rules used in the preparation of financial statements, as well as their proposed action in relation to internal control.
In accordance with the law of May 2, 2007 on the disclosure of significant holdings in issuers whose securities are traded on a regulated market and its implementing royal decree of February 14, 2008, and on the basis of article 34 of the articles of incorporation of IBA SA, IBA SA shareholders are required to report their holdings to the Financial Services and Markets Authority (FSMA) and to IBA SA whenever these holdings reach a threshold of 3%, 5%, or multiples of 5%.
In this framework, IBA SA received the following notifications:
On February 12, 2015, IBA received a transparency notification regarding Sopartec SA. During the year 2014, Sopartec SA sold IBA shares with voting rights, so that as from June 12, 2014, Sopartec SA held 403 049 IBA shares with voting rights. As a result, the sum of the affiliated companies Sopartec SA and Catholic University of Louvain (UCL) has been brought below the 3% threshold provided in Article 34 of IBA's Articles of Association.
| Situation as at | December 31, 2013 | June 12, 2014 |
|---|---|---|
| Denominator | 27 635 439 | 27 675 955 |
| Entity | Number (%) of shares with voting rights | Number (%) of shares with voting rights |
| Sopartec SA | 529 925 | 403 049 |
| Place de l'Université 1 | (1.92%) | (1.446%) |
| 1348 Louvain-la-Neuve | ||
| UCL | 426 885 | 426 885 |
| Place de l'Université 1 | (1.94%) | (1.542%) |
| 1348 Louvain-la-Neuve | ||
| Total | 956 810 | 829 934 |
| (3.46%) | (2.998%) |
On February 27, 2015, IBA received a transparency notification regarding IRE. Further to the capital increase of February 26, 2015 (exercise of stock options), the holding of Institut des Radio-Eléments
(IRE) FUP has been passively, due to the dilutive effect, brought below the 5% threshold.
| Situation as at | December 31, 2014 | February 26, 2015 |
|---|---|---|
| Denominator | 28 393 804 | 28 653 520 |
| Entity | Number (%) of shares with voting rights | Number (%) of shares with voting rights |
| IRE FUP | 1 423 271 | 1 423 271 |
| Zoning Industriel | (5.01%) | (4.97%) |
| Avenue de l'Esperance 1 | ||
| 6220 Fleurus |
On April 1, 2015, IBA received a transparency notification regarding Belgian Anchorage SCRL. Belgian Anchorage SCRL sold, since April 24, 2014, 435 000 IBA shares with voting rights (50 000 shares sold on March 26, 2015, 225 000 on March 27, 2015, 75 000 on March 30, 2015 and 85 000 on March 31, 2015). On June 27, 2014, an agreement regarding certification of IBA shares in favour of Belgian Anchorage SCRL and concerning 270 464 shares was terminated.
As a consequence:
i. the sum of the shareholdings of Belgian Anchorage SCRL, IBA Investments SCRL and IBA SA, affiliated companies, has gone on March 27, 2015, below the 25% threshold; and
ii. on March 31, 2015, Belgian Anchorage SCRL only held 6 204 668 IBA shares with voting rights.
The situation as at March 31, 2015 is as follows:
| Situation as at | April 24, 2014 | March 31, 2015 | |||||
|---|---|---|---|---|---|---|---|
| (last transparency notification | |||||||
| for Belgian Anchorage) | |||||||
| Denominator | 27 667 636 | 28 653 520 | Variation | ||||
| Shares with | % | Shares with | % | Shares with | % | ||
| Entity | voting rights | voting rights | voting rights | ||||
| Belgian Anchorage SCRL | 6 910 132 | 24.98% | 6 204 668 | 21.65% | 705 464 | 3.32% | |
| IBA Investment SCRL | 610 852 | 2.21% | 610 852 | 2.13% | 0 | 0.08% | |
| IBA SA | 75 637 | 0.27% | 75 637 | 0.26% | 0 | 0.01% | |
| Total | 7 596 621 | 27.46% | 6 891 157 | 24.05% | 705 464 | 3.41% |
IBA has not received any other transparency notifications in 2015.
Further to Article 34, 5° of the Royal Decree of November 14, 2007 regarding the obligations of issuers of financial instruments admitted to trading on a regulated market, the management report of the Company exposes any legal or statutory restriction to the exercise of voting rights that may have an influence in case of a takeover bid.
Article 25 of the Company's Articles of Association provide the following limitation:
"Each share gives the right to one vote.
However, no shareholder can, with its affiliated companies and persons, vote at a general assembly for more than 35% of the voting rights of the Company. Moreover, insofar other non-affiliated
shareholders holding at least 15% of the voting rights of the Company take part in the assembly, no shareholder shall be entitled, together with its affiliated persons, vote for more than 50% less one vote of the votes.
For the application of the previous alineas, is affiliated to a shareholder : (i) any company or person affiliated to it in the meaning of Article 11 of the Belgian Companies Act; (ii) any physical or moral person part of the management of the said shareholder or of a company listed under (i), (iii) any third party acting in its own name but for the account of the said shareholder or of a company listed under (i) or (ii), (iv) any shareholders that provided the said shareholder listed under (i), (ii) or (iii) with a power of attorney to represent them at the said assembly."
To the best of the Company's knowledge, there were no other relationships or special agreements among the shareholders as at December 31, 2015.
Further to the events mentioned under this section "LEGISLATION GOVERNING TAKEOVER BIDS AND TRANSPARENCY", the shareholdings of the shareholders known to IBA have undergone various modifications which can be summarized as follows:
| December 31, | December 31, | ||||||
|---|---|---|---|---|---|---|---|
| Situation as at | 2014 | 2015 | Variation | ||||
| Denominator | 28 393 804 | 29 115 067 | |||||
| Entity | Shares | % | Shares | % | Shares | % | |
| Belgian Anchorage SCRL | 6 639 668 | 23.38% | 6 204 668 | 21.30% | -435 000 | -2.08% | |
| IBA Investment SCRL | 610 852 | 2.15% | 610 852 | 2.10% | 0 | -0.05% | |
| IBA SA | 75 637 | 0.27% | 63 519 | 0.22% | -12 118 | -0.05% | |
| Subtotal | 7 326 157 | 25.80% | 6 879 039 | 23.62% | -447 118 | -2.18% | |
| UCL | 426 885 | 1.51% | 426 885 | 1.47% | 0 | -0.04% | |
| Sopartec SA | 344 531 | 1.21% | 234 531 | 0.81% | -110 000 | -0.41% | |
| Subtotal | 771 416 | 2.72% | 661 416 | 2.28% | -110 000 | -0.45% | |
| S.R.I.W. | 704 491 | 2.48% | 704 491 | 2.42% | 0 | -0.06% | |
| S.F.P.I. | 86 805 | 0.31% | 69 200 | 0.24% | -17 605 | -0.07% | |
| IRE FUP | 1 423 271 | 5.01% | 1 423 271 | 4.89% | 0 | -0.12% | |
| Total | 10 312 140 | 36.32% | 9 737 417 | 33.45% | -574 723 | -2.87% | |
| Floating | 18 081 664 | 63.68% | 19 377 650 | 66.55% | 1 295 986 | 2.87% |
BOARD OF DIRECTORS
The Board of Directors is composed of nine members. The articles of incorporation and Corporate Governance Charter require a balance on the Board of Directors among outside directors, inside directors, and directors representing the shareholders.
The Board of Directors must always be made up of at least one third outside directors and one third directors appointed by the managing directors ("inside directors"). Two of the inside directors are also managing directors.
The Board of Directors meets whenever necessary, but a minimum of four times a year. The major topics of discussion include market situation, strategy (particularly as concerns acquisitions during the period), technological developments, financial developments, and human resources management.
Reports on topics dealt with at Board meetings are sent to the directors first, so that they can exercise their duties with a full knowledge of the facts.
The Board of Directors met 7 times in 2015, under the chairmanship of Mr. Pierre Mottet. Attendance at meetings of the Board was high. A large majority of the directors attended all meetings. Only five absences were recorded for all of the meetings, which represent an absentee rate of approximately 8%. The Company believes that the attendance record of individual directors is not pertinent in the context of this report.
On the proposal of the Nomination Committee, the Ordinary General Meeting of May 13, 2015 (i) approved the renewal of the term of Mr. Jeroen Cammeraat, as independent director and fixed the expiry of its term of office at the 2019 Ordinary General Meeting convened to approve the financial statements for the 2018 financial year, (ii) approved the appointment of Median SCP (incorporated under Spanish law), represented by its manager Sybille van den Hove, as independent director and fixed the expiry of its term of office at the 2016 Ordinary General Meeting convened to approve the financial statements for the 2015 financial year.
On the proposal of the Managing Directors, , the Ordinary General Meeting of May 13, 2015 (i) approved the appointment of Saint-Denis SA, represented by its managing director Mr. Pierre Mottet, as internal director and fixed the expiry of its term of office at the 2019 Ordinary General Meeting convened to approve the financial statements for the 2018 financial year.
| NAME | AGE | START OF TERM |
END OF TERM |
DUTIES AT IBA | PRIMARY DUTIES OUTSIDE IBA |
|---|---|---|---|---|---|
| Olivier Legrain(1) | 47 | 2012 | AGM 2016 |
Chief Executive Officer / Internal Director / Managing Director/ NC |
N/A |
| Saint-Denis SA (represented by Pierre Mottet)(1) |
54 | 1998 | AGM 2019 |
Internal Director / Chairman of the Board of Directors / CC (president) NC (president) |
Director of UWE (Walloon Business Association), Agoria and several funds and start-ups in the field of health and environment |
| Yves Jongen(1) | 68 | 1991 | AGM 2017 |
Chief Research Officer / Internal Director / Managing Director / NC |
Before the establishment of IBA in 1986, Director of the Cyclotron Research Center of the Université Catholique de Louvain (UCL) |
| Bayrime SA (represented by Eric de Lamotte) (3) |
59 | 2000 | AGM 2017 |
Other Director / AC | Director in several companies. Former CFO of IBA (1991- 2000) |
| Consultance Marcel Miller SCS (represented by Marcel Miller) (2) |
62 | 2011 | AGM 2016 |
Independent Director / CC NC |
President Alstom Belgium / Director Agoria Wallonia / Vice-President UWE / Director Technord |
| Mary Gospodarowicz (2) | 68 | 2012 | AGM 2017 |
Independent Director |
Staff Radiation Oncologist, Radiation Medicine Program, Princess Margaret Cancer Centre, University Health Network, Toronto Medical Director, Princess Margaret Cancer Centre, University Health Network, Toronto Regional Vice-President, Cancer Care Ontario, Toronto President, Immediate Past President and member of the Board of directors, Union for |
| Jeroen Cammeraat (3) | 50 | 2014 | AGM 2019 |
Independent Director / CC NC AC |
International Cancer Control CEO i-Optics BV CEO Cassini BV |
| Katleen Vandeweyer Comm. V. (represented by K Vandeweyer) (2) |
46 | 2013 | AGM 2018 |
Independent Director / AC (president) |
CFO of Worldline SA/NV Indpendent director at BPost Bank |
| Median SCP (represented by Sybille van den Hove) (2) |
51 | 2015 | AGM 2016 |
Independent Director |
Visiting professor – Barcelona Autonomous University |
CC : Compensation Committee - NC : Nomination Committee - AC : Audit Committee
(1) In accordance with the meaning ascribed by the corporate charter to the term "Internal director", namely an internal director is a director appointed on the proposal of the managing directors.
(2) Submitted to the General Meeting as candidate independent directors on their election, without excluding the fact that other directors also fulfill the independence criteria. None of the independent directors ceased during the financial year to fulfill the independence criteria set out in the corporate charter.
(3) An other director is a director who is neither an internal director nor an independent director
The Compensation Committee met 4 times in 2015. A report on each of its meetings was submitted to the Board.
Topics of discussion included issues relating to the 2014 bonuses, directors' compensation, and compensation schemes in general.
No absence was recorded for all of the meetings held.
At December 31, 2015, the Compensation Committee was comprised of Saint-Denis SA represented by its managing director, Mr. Pierre Mottet, of Consultance Marcel Miller SCS represented by its manager, Mr. Marcel Miller, and of Mr. Jeroen Cammeraat. The 2 latter members being independent, the Compensation Committee is thus comprised of a majority of independent directors. It is chaired by Mr. Pierre Mottet. Mr. Olivier Legrain is invited to attend, except where the Committee is called on to decide on the compensation policy or other matters relating to the managing directors.
The Nomination Committee met 4 times in 2015 for the purpose of assessing the areas of expertise needed by the Board of Directors to fill expiring directorship positions and of making proposals in this regard to the Board of Directors.
Based on its report, the Board proposed to the Ordinary General Meeting of May 13, 2015 (i) to approve the renewal of the term of Mr. Jeroen Cammeraat, as independent director and fixed the expiry of its term of office at the 2019 Ordinary General Meeting convened to approve the financial statements for the 2018 financial year, (ii) to approve the appointment of Median SCP (incorporated under Spanish law), represented by its manager Sybille van den Hove, as independent director and fixed the expiry of its term of office at the 2016 Ordinary General Meeting convened to approve the financial statements for the 2015 financial year
No absence was recorded for all of the meetings held.
The Nomination Committee has five members, including the Chairman of the Board of Directors and a minimum of two outside directors.
At December 31, 2015, the Nomination Committee was comprised of Saint-Denis SA represented by its managing director, Mr. Pierre Mottet, of Consultance Marcel Miller SCS represented by its manager, Mr. Marcel Miller, and of Mr Jeroen Cammeraat, Mr. Olivier Legrain and Mr. Yves Jongen. It is chaired by Mr. Pierre Mottet.
The Audit Committee met 4 times in 2015, including 3 times in the presence of the external auditors, and also, in principle, of the internal auditor, and on each occasion reported on its meetings to the Board of Directors. The main topics addressed were the 2014 annual results and analysis of the external auditors' Management Letter, analysis of the half-year results, monitoring of the implementation of International Financial Reporting Standards (IFRS), examination of the 2016 budget and follow-up of the internal audit and risk management.
The Company keeps close control of the risks to which it is subject through its financial controllers employed in each of the divisions. This enables the risks to be managed closely. The risks identified are transmitted up to the Management Team which reports to the Audit Committee and develops an appropriate solution, in conjunction with the Audit Committee and the insurance manager.
Four absences were recorded for all of the meetings held.
At December 31, 2015, the Audit Committee was comprised of three members: Bayrime SA, represented by its managing director Mr. Eric de Lamotte, Mr Jeroen Cammeraat, and Katleen Vandeweyer Comm. V. represented by its manager Mrs. Katleen Vandeweyer. It is chaired by Mrs. Katleen Vandeweyer.
In accordance with the decision of the special shareholders' meeting of June 12, 2013, the Board of Directors is authorized to increase the capital one or more times up to a maximum of twenty-five million euros (25 000 000).
The special shareholders' meeting of June 12, 2013 authorized the Board of Directors to issue convertible bond or subscription rights for a period of five years. At the time of any share, convertible bond, or subscription rights issue, the Board of Directors may limit or eliminate the preemptive right of the shareholders, including in favor of one or more specific shareholders, in accordance with terms to be determined by the Board and subject to compliance with the provisions of Article 598 of the Code of Company Law, if applicable.
The special shareholders' meeting of June 12, 2013 gave the Board of Directors three-year authority to increase the Company's capital during takeover bid periods involving the Company's stock, through either contributions in kind or cash injections, with the possibility of limiting or eliminating the preemptive voting rights of existing shareholders, provided that the total increase, including share premiums, did not exceed the authorized capital.
The special shareholders' meeting of June 12, 2013 renewed for a period of 3 years the Board of Director's authorization under article 9 of the Company's articles of incorporation to buy and sell the Company's own shares for the purpose of preventing serious and imminent harm to the Company.
The day-to-day management of the Company and the authority to act for such management is delegated to two managing directors, Olivier Legrain, Chief Executive Officer, and Yves Jongen, Chief Research Officer.
The Chief Executive Officer is specifically responsible for implementing strategy and for day-today management and is assisted by a Management Team consisting of certain members of the corporate team and of the president of IBA Dosimetry GmbH. Together,they constitute the Group's Management Team.
The Chief Executive Officer, accompanied by the Chief Financial Officer, makes regular reports to the Board of Directors.
The Board of Directors has also asked Management Team members or division heads to report to the Board on two topics: adoption of the strategic plan and adoption of the 2016 budget.
Management Team as at December 31, 2015:
| MANAGEMENT TEAM MEMBER | POSITIONS | |
|---|---|---|
| 1. | Olivier Legrain | Chief |
| (representing Lamaris Group SPRL) | Executive Officer | |
| 2. | Yves Jongen | Chief |
| (representing Research Management Systems SA) | Research Officer | |
| 3. | Jean-Marc Bothy | Chief |
| Financial Officer | ||
| 4. | Rob Plompen | President, |
| IBA Dosimetry | ||
| 5. | Frédéric Nolf | Group Vice-President |
| Human Resources | ||
MANAGEMENT TEAM MEMBER
The Company is committed to the honest, ethical, and honorable conduct of its business. It believes that ethical management is the lynchpin of its continued growth and success will enable it to maintain its good reputation and achieve its strategic mission of protecting, enhancing, and saving lives. For this reason, it has worked to create a code of ethics conduct.
This code defines the fundamental principles of ethical business conduct and provides guidance for the Group's employees and co-contracting parties on such matters as business partnerships, conflicts of interest, and confidentiality. All employees have read and approved this code.
The Company has updated the code of conduct to combat insider trading and market abuse. All employees have received a copy of this code. Furthermore, executives have signed the Code for acknowledgement and consent.
Details of transactions by executives involving the Company's shares are available in the remuneration report.
The Corporate Governance Charter, published on the Group's website, defines the core competencies the Board of Directors requires to be effective. Members are nominated based on the Board's needs in terms of knowledge, experience and competence at that time, also respecting the balance between outside, inside and other directors laid down in the articles of association, the law, and the 2009 Corporate Governance Code.
The Board and the Nomination Committee fully acknowledge the benefits of diversity within the Board of Directors.
Over the years 2012 to 2015 efforts have been made, both with a direct and immediate impact, and with a view to achieve and maintain in a structured and sustainable way, the quotas that will soon become mandatory, even though it is obvious that IBA's activities do not render the selection of women easy.
As such, the Nomination Committee has recommended and the Board has approved the appointments, as Outside Directors, of Ms. Mary Gospodarowicz, Ms. Katleen Vandeweyer, and Ms. Sybille van den Hove during the years 2012 to 2015. IBA thus already complies with the future legal requirements.
In accordance with IBA's Corporate Governance Charter, published on the group website, the Board of Directors determines the remuneration policy and amounts paid to non-managing directors, based on recommendations made by the Compensation Committee. It is reviewed regularly in the light of market practice.
By delegation of authority from the Board of Directors, direct or indirect remuneration paid to the managing directors is determined by the Compensation Committee in accordance with the remuneration policy defined in line with principles approved by the Board. The Committee ensures that remuneration is in line with market practice, as determined by studies performed by specialized firms. The Compensation Committee monitors and reviews the remuneration policy for management staff, adopted by the Chief Executive Officer.
For the purpose of the above and in general, the Board of Directors, the Compensation Committee and individual directors have the authority and duty, subject to the rules defined in the Corporate Governance Charter, to assign themselves sufficient resources, including the assistance of external consultants, if and when appropriate.
As described in the 2015 Annual Report, the policy has changed as of January 1, 2015, following a review of the level of remuneration. A full description of the policy is included in annex 1 to this remuneration report. It is not anticipated that the policy will fundamentally change over the next two years. Both the level and structure of director remuneration continue to be monitored and reviewed on an annual basis, which may result in an adjustment when deemed necessary or appropriate.
The remuneration policy for managing directors and other Management Team members has not substantially changed during 2015. The overall philosophy remains focused on IBA's ability to attract, retain and engage the executive talent it requires to deliver on its promises. A description of the policy is included in annex 2 to this remuneration report.
For managing directors and other Management Team members, total remuneration generally consists of fixed remuneration, variable remuneration, long-term incentives, retirement plan contributions and other components.
Each individual member does not necessarily benefit from each remuneration component: this is primarily dependent upon the position they hold, the nature and structure of the individual agreement and the practices in the different locations where each member is based. As a result, the weight of the different remuneration components, as part of total remuneration differs on an individual basis. In general terms, the weight of each component of remuneration accounts for a part of total remuneration that may be summarized as follows:
| Annual fixed remuneration | Between 39% and 58% |
|---|---|
| Annual variable remuneration (at target) | Between 14% and 36% |
| Annualized value of long-term incentives* | Between 13% and 25% |
| Annual value of retirement plan contributions | Up to 7% |
| Annual value of other components | Upto 7% |
It is not anticipated that, the remuneration policy will fundamentally change over the next two years. IBA continuously assesses the appropriateness of its remuneration programs in view of evolving needs and insights, both externally and internally, which may result in an adjustment when deemed necessary or appropriate.
*Under the newly adopted long-term incentive plan, the annualized value of long-term incentives granted represented here corresponds to the sum of 25% of the target cash-based incentive granted in 2014 (i.e., the target payout over the four-year performance period prorated to one year) and 22.22% of the economic value of the warrants granted under the 2014 Warrant Plan (i.e., the economic value over the 4.5 years vesting period prorated to one year). The value has not been discounted to account for full vesting at the end of the respective performance or vesting periods, or considering any assessment of vesting or payout probability. More details on the plan design are included in annex 2 to this remuneration report.
The schedule below outlines the total remuneration received by each director related to their membership of the Board of Directors.
| BOARD MEMBER | TOTAL FEES | LUMP-SUM FEE | MEETING RELATED | |
|---|---|---|---|---|
| (EUR) | (EUR) | FEES* (EUR) | ||
| Olivier Legrain (internal director, Managing Director, CEO) |
None | None | BM AC |
None N/A |
| NC | None | |||
| CC | N/A | |||
| MAC | N/A | |||
| PC | None | |||
| Yves Jongen (internal director, Managing Director, Chief |
None | None | BM AC |
None N/A |
| Research Officer) | NC | None | ||
| CC | N/A | |||
| MAC | N/A | |||
| PC | None | |||
| Saint-Denis SA, represented by Pierre Mottet (internal director, |
54 000 | 12 000 | BM AC |
24 000 N/A |
| Chairman of the Board, President of the | NC | 6 000 | ||
| Nomination Committee, President of the | CC | 6 000 | ||
| Compensation Committee) | MAC | N/A | ||
| PC | 6 000 | |||
| Mary Gospodarowicz | 17 200 | 6 000 | BM | 11 200 |
| (independent director) | AC NC |
N/A N/A |
||
| CC | N/A | |||
| MAC | N/A | |||
| PC | N/A | |||
| SCS Consultance Marcel Miller, | 26 800 | 6 000 | BM | 11 200 |
| represented by Marcel Miller (independent director) |
AC NC |
N/A 3 200 |
||
| CC | 3 200 | |||
| MAC | N/A | |||
| PC | 3 200 | |||
| Windi SPRL, represented by Yves Windelincx (independent director, |
12 470 | 3 270 | BM | 3 200 |
| President of the Audit Committee, until May | AC NC |
4 400 800 |
||
| 13, 2015) | CC | 800 | ||
| MAC | N/A | |||
| PC | N/A | |||
| Bayrime SA, represented by Eric de Lamotte (other director) |
25 200 | 6 000 | BM AC |
12 800 6 400 |
| NC | N/A | |||
| CC | N/A | |||
| MAC | N/A | |||
| PC | N/A | |||
| Jeroen Cammeraat (independent director) |
33 200 | 6 000 | BM AC |
16 000 3 200 |
| NC | 2 400 | |||
| CC | 2 400 | |||
| MAC | N/A | |||
| Katleen Vandeweyer Comm.V., represented by | 27 900 | 7 500 | PC BM |
3 200 12 800 |
| Katleen Vandeweyer (independent director, | AC | 7 600 | ||
| President of the Audit Committee as of May 13, | NC | N/A | ||
| 2015) | CC | N/A | ||
| MAC | N/A | |||
| Median SCP, represented by Sybille van den | 27 803 | 3 803 | PC BM |
N/A 20 800 |
| Hove (independent director, as of May 13, | AC | N/A | ||
| 2015) | NC | N/A | ||
| CC | N/A | |||
| MAC | N/A | |||
| PC | 3 200 |
* BM – Board AC – Audit meeting; NC – Nomination Committee meeting; Compensation meeting; MAC – & Acquisitions meeting; PC – Product Committee meeting. N/A indicates the director is not a of the
In 2015, the total remuneration directly or indirectly received by the CEO, Mr. Olivier Legrain, or by companies he controls was as follows. Fixed remuneration amounted to EUR 325 200. Variable remuneration, in cash, amounted to EUR 450 000, in relation to performance during fiscal year 2014, reflecting, in line with the remuneration policy in annex 2 to this remuneration report, overachievement both in terms of collective performance at Group level and in terms of individual performance. Variable remuneration in relation to fiscal year 2015 will be paid in 2016 and is not yet known at the time of finalization of this report.
The total cash remuneration amounted to EUR 775 200. All payments referred as made directly or indirectly to the CEO in this report are the aggregate of payments made to Mr Legrain and to Lamaris Group SPRL, a company controlled by Mr Legrain, which provides services to the Group. The Chief Executive Officer has not directly or indirectly received any other form of remuneration in 2015, except through his participation in the long-term incentive plan as described below.
Total cash remuneration, including fixed remuneration and variable remuneration (as defined in the remuneration policy in annex 2 to this remuneration report), directly or indirectly received, under any agreement or in any form, by Management Team members excluding the Chief Executive Officer amounted to EUR 1 476 449 in 2015. This amount includes fixed remuneration for a total amount of EUR 942 935 and variable remuneration for a total amount of EUR 448 413. Variable remuneration relates to performance in fiscal year 2014 and, on average, reflects, in line with the remuneration policy, overachievement in terms of collective performance and on-target individual performance. Variable remuneration in relation to fiscal year 2015 is paid in 2016 and is not yet known at the time of finalization of this report.
Other remuneration of members of the Management Team excluding the Chief Executive Officer, received in 2015, includes i) contributions to retirement plans for a total amount of EUR 34 496, ii) other remuneration components for a total amount of EUR 50 605. Retirement plans are defined contribution type of plans. Other remuneration components mainly include participation in personal risk insurance programs, company cars, meal vouchers, all in line with local practice where the Management Team members are based.
Group Management Team Members besides CEO
Besides the CEO, the Group Management Team is comprised of the following members:
| MANAGEMENT TEAM MEMBER | POSITION | CHANGES IN 2015 |
|---|---|---|
| Yves Jongen | Chief Research Officer | None |
| (Managing Director and representative of Research Management Systems SA) |
||
| Jean-Marc Bothy | Chief Financial Officer | None |
| Frédéric Nolf | Chief Human Resources Officer | None |
| Rob Plompen | President, IBA Dosimetry | None |
The managing directors, including the Chief Executive Officer, and the other members of the Management Team do not receive shares as part of their remuneration. They participate in IBA's new long-term incentive plan, implemented in the course of 2014, following the discontinuation of the plan previously applicable.
For managing directors, including the Chief Executive Officer, and the other members of the Management Team, the plan directly or indirectly combines a cash-based incentive and a grant of warrants under IBA's 2014 Warrant Plan, following the terms and conditions outlined in annex 2 to this remuneration report.
In 2015, no additional long-term incentives – either in the form of a cash-based incentive or in the form of warrants – have been granted to the managing directors, including the Chief Executive Officer, and the other members of the Management Team.
The schedule below details, on an individual basis, the stock options exercised and expired in 2015:
| WARRANTS EXERCISED IN 2015 | WARRANTS EXPIRED IN 2015 | ||||
|---|---|---|---|---|---|
| MANAGEMENT TEAM MEMBER | WARRANTS (NUMBER) |
EXERCISE PRICE (EUR) |
GRANT DATE (YEAR) |
WARRANTS (NUMBER) |
GRANT DATE (YEAR) |
| Olivier Legrain (Managing director and CEO) |
17 391 24 000 |
8.26 5.03 |
2009 2011 |
None | N/A |
| Yves Jongen (Managing director) |
25 907 | 7.80 | 2010 | None | N/A |
| Jean-Marc Bothy | 2 600 8 278 10 000 |
8.26 7.80 5.03 |
2009 2010 2011 |
None | N/A |
| Frédéric Nolf | 4 360 4 129 8 752 |
8.26 7.80 5.03 |
2009 2010 2011 |
None | N/A |
| Rob Plompen | 1 829 2 629 14 830 |
8.26 7.80 5.03 |
2009 2010 2011 |
None | N/A |
The schedule below summarizes the main contractual arrangements, concerning each member of the Management Team, including the Chief Executive Officer, or companies they control, in relation to termination at the initiative of the Company.
| MANAGEMENT TEAM MEMBER | TERMINATION ARRANGEMENT |
|---|---|
| Lamaris Group SPRL, represented by Olivier Legrain | The agreement, started in 2011, provides six months' notice or equivalent compensation. |
| Research Management Systems SA, represented by Yves Jongen |
The agreement, started before 2009 and amended in 2012, provides twelve months' notice or equivalent compensation. |
| Jean-Marc Bothy | The agreement, started before 2009, provides three months' notice per initiated period of five years' service, or equivalent compensation. For service accrued as of January 1, 2014, this clause will be subordinate to the application of the new legislation in effect as from that date. The agreement also contains a non competition obligation for nine months against 50% of remuneration over the same period, unless it is waived. |
| Frédéric Nolf | The agreement, started before 2009, provides three months' notice per initiated period of five years' service, or equivalent compensation. For service accrued as of January 1, 2014, this clause will be subordinate to the application of the new legislation in effect as from that date. The agreement also contains a non competition obligation for nine months against 50% of remuneration over the same period, unless it is waived. |
| Rob Plompen | The agreement, started before 2009, provides twelve months' notice or equivalent compensation. |
In 2015, IBA directors have been remunerated by an annual lump-sum fee of EUR 6 000, except the Chairman of the Board, who has received an annual lump-sum fee of EUR 12 000, and the Chairman of the Audit Committee, who has received an annual lump-sum fee of EUR 9 000.
As of January 1, 2015, the annual lump-sum fee is supplemented with a fixed fee of EUR 1 600 per Board or committee meeting the director has been invited to and which he has attended. The Chairman of the Board receives EUR 3 000 per meeting attended. The Chairman of the Audit Committee receives EUR 2 200 per Audit Committee meeting attended and EUR 1 600 per other meeting attended. The fixed fees are on a half-day basis and adjusted per half day if required.
Non-managing directors have not received any form of variable remuneration – related to individual or collective performance, or otherwise – and no other form of fixed, equity-based or in-kind remuneration in the course of 2015.
Managing directors do not receive specific director remuneration. The remuneration they receive for their direct or indirect role in the company includes compensation for their director responsibilities.
At present, it is not anticipated that the policy will fundamentally change over the next two years. Both the level and structure of director remuneration are monitored and reviewed on an annual basis, which may result in an adjustment when deemed necessary or appropriate.
The key purpose of IBA's remuneration philosophy is to ensure the Company is able to attract, retain and engage the executive talent it requires to deliver on its promises towards its various stakeholders – including its clients and patients, its shareholders, its employees, society in general and the earth –, whilst aligning to their respective interests.
The structure and levels of remuneration, in general, must be effective in meeting these objectives. In particular, remuneration programs and decisions at all times meet the following criteria:
The remuneration structure at IBA contains both monetary and non-monetary components. The monetary components consist of annual fixed remuneration, annual variable remuneration, longterm incentives and, where appropriate, other components – such as benefit programs and benefits in kind.
External competitiveness currently is assessed by reference to a general cross-section of companies active in the markets where the executives are based. At present, IBA aims to position executive remuneration, in case of solid performance, at or around the median of the market reference.
At present, it is not anticipated that, in the next two years, the policy will fundamentally change. IBA does, however, continuously assess the appropriateness of its remuneration programs in view of evolving needs and insights, both externally and internally, which may result in an adjustment when deemed necessary or appropriate.
Annual fixed remuneration is a cash component of remuneration, defined in accordance with an individual's position, as well as his or her competencies and experience in the position. It is reviewed every year and not automatically increased, except where mandatory.
The annual variable remuneration program rewards performance against specified objectives, defined and formalized at the beginning of the performance period. Payout levels currently are targeted at between 25% and 100% of direct or indirect annual fixed remuneration, depending on the position. Actual payout levels are, for 50%, subject to collective performance at Group level (or, for the President IBA Dosimetry only, at business unit level), and, for 50%, subject to individual performance.
At Group and business unit levels, collective performance is currently measured based on profit before tax and order intake targets, geared towards achieving the fiscal year 2015 guidance provided to the market, including a 15% to 20% top line revenue growth and a REBIT margin of 10% for the year.
At the individual level, quantitative and qualitative objectives are focused on delivering the business strategy and reflect specific strategic challenges at Group or business unit level, including the execution of the clinical and technology roadmaps, as well as organizational, cultural and talent management objectives in view of the Group's growth. At the end of the performance period, for each measure, actual levels of achievement are positioned against the predefined targets and are consolidated, resulting in an overall percentage of performance that is applied to the target payout levels. The maximum payout is set at 150% of target in case of exceptional collective and individual performance, whilst performance below expectations results in a zero payout.
The performance period is the fiscal year. In accordance with the articles of association the Compensation Committee has decided not to include performance targets over a period exceeding one year.
Managing directors and other Management Team members do not participate in IBA's global performance-based profit sharing plan.
The managing directors are not present at the Board and Compensation Committee meetings where their performance and variable payout levels are discussed and decided.
Agreements with the managing directors and members of the Management Team currently do not contain claw-back provisions in relation to variable payments that would be made on the basis of erroneous financial information. To the extent possible, the Company will use all legal possibilities available to recover any remuneration that would have been unduly paid as a result of erroneous or fraudulent financial information.
In 2014, the Company has put in place a new longterm incentive plan, aimed at supporting its multiyear profitability targets, the alignment of plan participants with shareholder interests and longerterm shareholder value creation, as well as creating a suitable retention effect. The plan is two-tiered, directly or indirectly combining a cash-based incentive with a grant of warrants.
The cash-based incentive has been implemented in 2014 and is linked to actual cumulative profit before tax over the period 2014 – 2017 compared to a predefined target aligned to the Group strategic plan and the guidance provided to the market in this respect. Vesting occurs in full at the end of 2017, subject to each participant's continued service up to that date and subject to a threshold backlog requirement being met on the same date. The target payout is equal to 100% of annual fixed remuneration directly or indirectly received, except for the Chief Executive Officer, for whom it is 200%. The maximum payout upon superior performance is set at 200% of the target payout. Poor performance results in a zero payout. Satisfactory individual performance, for each calendar year included in the performance period, operates as an additional threshold under the plan, reducing the actual payout by 25% for each year that the individual performance is below expectations. Individual overachievement does not result in an increased payout under the plan. No new cash-based incentive has been implemented in 2015.
A grant of warrants has been made in 2014 under IBA's 2014 Warrant plan. The number of warrants amounted to 50.000 for the Chief Executive Officer and 10.000 for the other Management Team members, all at an exercise price equal to the fair market value of the share at grant, i.e., EUR 11.52. Vesting occurs in full on December 31, 2018, subject to each participant's continued service up to that date, without further performance conditions. The warrants expire 10 years following grant. No new grant of warrants has been made in 2015.
Depending on the terms and conditions of their agreement and the programs in place where the individual is based, managing directors and members of the Management Team may participate in a retirement plan. These plans follow market practice in the countries where they apply. They are generally defined contribution type of plans or plans where there is no funding risk for the Company.
Similar as for retirement contributions, managing directors and members of the Management Team may be entitled to other remuneration components as per their agreement and the programs in place in their respective country. These mainly include participation in IBA's insurance programs (often covering life insurance, disability, travel insurance and medical care), company cars or car allowances, and other elements like meal vouchers or meal subsidies. All components follow local market practice in each of the countries where IBA operates.
DECEMBER 31, 2015
Ion Beam Applications SA (the "Company" or the "Parent"), founded in 1986, and its subsidiaries (together, the "Group" or "IBA") are committed to technological progress in the field of cancer diagnosis and therapy and deliver efficient, dependable solutions providing unequaled precision. IBA also offers innovative solutions for everyday hygiene and safety.
The Company is a limited company incorporated and domiciled in Belgium. The address of its registered office is Chemin du Cyclotron, 3; B-1348 Louvain-la-Neuve, Belgium.
The Company is listed on the pan-European Euronext stock exchange (B-compartment) and is included in the BEL Mid Index.
Consequently, IBA has agreed to follow certain rules to enhance the quality of financial information provided to the market. These rules include:
These consolidated financial statements were approved for release by the Board of Directors on March 21, 2016.
The Group has chosen to present its balance sheet on a current/non-current basis. The notes on pages 81 to 145 are an integral part of these consolidated financial statements.
| Note | December 31, 2014 | December 31, 2015 | |
|---|---|---|---|
| (EUR 000) | (EUR 000) | ||
| ASSETS | |||
| Goodwill | 8 | 3 821 | 3 821 |
| Other intangible assets | 8 | 9 178 | 8 629 |
| Property, plant and equipment | 9 | 8 663 | 9 327 |
| Investments accounted for using the equity method | 11 | 37 072 | 1 888 |
| Other investments | 11 | 407 | 7 116 |
| Deferred tax assets | 12 | 23 018 | 23 221 |
| Long-term financial assets | 22 | 1 | 779 |
| Other long-term assets | 13 | 20 539 | 16 691 |
| Non-current assets | 102 699 | 71 472 | |
| Inventories and contracts in progress | 14 | 91 731 | 99 959 |
| Trade receivables | 15 | 54 799 | 59 938 |
| Other receivables | 15 | 20 270 | 81 846 |
| Short-term financial assets | 22 | 381 | 422 |
| Cash and cash equivalents | 16 | 37 176 | 81 715 |
| Assets held for sale | 6 | 0 | 0 |
| Current assets | 204 357 | 323 880 | |
| TOTAL ASSETS | 307 056 | 395 352 | |
| EQUITY AND LIABILITIES | 40 864 | ||
| Capital stock Capital surplus |
17 17 |
39 852 32 431 |
37 329 |
| Treasury shares | 17 | -8 612 | -8 502 |
| Reserves | 18 | 20 786 | 11 675 |
| Currency translation difference | 18 | -3 725 | -1 993 |
| Retained earnings | 18 | 26 794 | 84 259 |
| Reserves for assets held for sale | 6 | 0 | 0 |
| Capital and reserves | 107 526 | 163 632 | |
| Non-controlling interests | 0 | 0 | |
| EQUITY | 107 526 | 163 632 | |
| Long-term borrowings | 19 | 26 679 | 15 220 |
| Long-term financial liabilities | 22 | 882 | 879 |
| Deferred tax liabilities | 12 | 854 | 697 |
| Long-term provisions | 20 | 9 607 | 5 896 |
| Other long-term liabilities | 21 | 3 066 | 3 162 |
| Non-current liabilities | 41 088 | 25 854 | |
| Short-term provisions | 20 | 7 160 | 7 007 |
| Short-term borrowings | 19 | 5 196 | 16 454 |
| Short-term financial liabilities | 22 | 1 759 | 2 110 |
| Trade payables | 23 | 36 145 | 44 887 |
| Current income tax liabilities | 186 | 75 | |
| Other payables | 24 | 107 996 | 135 333 |
| Liabilities directly related to assets held for sale | 6 | 0 | 0 |
| Current liabilities | 158 442 | 205 866 | |
| TOTAL LIABILITIES | 199 530 | 231 720 | |
| TOTAL EQUITY AND LIABILITIES | 307 056 | 395 352 |
| Note | December 31, 2014 (EUR 000) |
December 31, 2015 (EUR 000) |
|
|---|---|---|---|
| Sales | 157 909 | 195 091 | |
| Services | 62 668 | 75 266 | |
| Cost of sales and services (-) | -124 481 | -156 702 | |
| Gross profit | 96 096 | 113 655 | |
| Selling and marketing expenses | 20 111 | 24 528 | |
| General and administrative expenses | 30 140 | 32 827 | |
| Research and development expenses | 22 912 | 26 747 | |
| Other operating expenses | 25 | 1 973 | 12 886 |
| Other operating (income) | 25 | -1 263 | -45 420 |
| Financial expenses | 26 | 5 318 | 7 807 |
| Financial (income) | 26 | -7 141 | -11 034 |
| Share of (profit)/loss of companies consolidated using the equity method | 11 | 6 873 | 122 |
| Profit/(loss) before taxes | 17 173 | 65 192 | |
| Tax (income)/expenses | 27 | -3 413 | 3 930 |
| Profit/(loss) for the period from continuing operations | 20 586 | 61 262 | |
| Profit/(loss) for the period from discontinued operations | 6 | 3 708 | -73 |
| Profit/(loss) for the period | 24 294 | 61 189 | |
| Attributable to : | |||
| Equity holders of the parent | 24 294 | 61 189 | |
| Non-controlling interests | 0 | 0 | |
| 24 294 | 61 189 | ||
| Earnings per share from continuing operations and discontinued operations (EUR per share) |
|||
| - Basic |
35 | 0.889 | 2.172 |
| - Diluted |
35 | 0.856 | 2.094 |
| Earnings per share from continuing (EUR per share) | |||
| - Basic |
35 | 0.753 | 2.175 |
| - Diluted |
35 | 0.725 | 2.097 |
| Earnings per share from discontinued operations (EUR per share) | |||
| - Basic |
35 | 0.136 | -0.003 |
| - Diluted |
35 | 0.131 | -0.003 |
Note: The above consolidated income statement recognizes the transactions between discontinued operations and continuing operations as third-party transactions.
| December 31, 2014 | December 31, 2015 | |
|---|---|---|
| (EUR 000) | (EUR 000) | |
| Profit/(loss) for the period | 24 294 | 61 189 |
| Other comprehensive income to be reclassified to profit or loss in subsequent periods: |
||
| - Exchange differences on translation of foreign operations | 1 539 | 1 323 |
| Exchange differences on translation of foreign operations | 1 548 | 997 |
| Reclassification adjustment of CTA following IAS 21.48 | -9 | 326 |
| - Reserves movements of investments accounted for using the equity method | 1 886 | 557 |
| Currency translation difference | -200 | 557 |
| Cash flow hedges | 108 | 0 |
| Other (1) | 1 978 | 0 |
| - Exchange difference related to permanent financing | -348 | -148 |
| - Net (loss)/gain on available for sale financial assets | 34 | 0 |
| - Net movement on cash flow hedges | -1 827 | -345 |
| Net other comprehensive income to be reclassified to profit or loss in subsequent periods |
1 284 | 1 387 |
| Other comprehensive income not to be reclassified to profit or loss in subsequent periods : |
||
| - Movement on reserves for assets held for sale | 0 | 0 |
| - Reserves movements of investments accounted for using the equity method (actuarial gain/(loss)) |
1 524 | 0 |
| Net other comprehensive income not to be reclassified to profit or loss in subsequent periods |
1 524 | 0 |
| Total other comprehensive income for the year | 27 102 | 62 576 |
(1)Those amounts consist primarily of the revaluation of assets available for sale pledged as collateral for decommissioning liabilities of Rose Holding SARL
| EUR 000 | Attributable to equity holders of the parent | TOTAL | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital stock |
Capital surplus |
Treasury shares |
Hedging reserves |
Other reserves – value of stock option plans and share-based compensation |
Other reserves – reserves movements of investment accounted for using the equity method |
Other reserves - Other |
''Reverse convertible bond'' S.R.I.W. |
Currency translation difference |
Retained earnings |
Reserves for assets held for sale |
Shareholders ' equity and reserves |
|
| Balance at 01/01/14 | 38 787 | 25 651 -8 612 | -1 064 | 13 537 | 725 | 141 | 0 | -4 716 | 2 789 | 0 | 67 238 | |
| Net profit/(loss) recognized directly in equity |
0 | 0 | 0 | -1 827 | 0 | 3 610 | 34 | 0 | 982 | 0 | 0 | 2 799 |
| Profit/(loss) for the period excluding IAS 21.48 impact |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 24 303 | 0 | 24 303 |
| Profit/(loss) IAS 21.48 impact |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 9 | -9 | 0 | 0 |
| Comprehensive income for the period |
0 | 0 | 0 | -1 827 | 0 | 3 610 | 34 | 0 | 991 | 24 294 | 0 | 27 102 |
| Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -129 | 0 | -129 |
| Employee stock options and share based payments |
0 | 0 | 0 | 0 | 630 | 0 | 0 | 0 | 0 | 0 | 0 | 630 |
| Increase/ (decrease) in capital stock/ capital surplus |
1 065 | 6 780 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7 845 |
| Other changes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5 000 | 0 | -160 | 0 | 4 840 |
| Balance at 31/12/14 | 39 852 | 32 431 -8 612 | -2 891 | 14 167 | 4 335 | 175 | 5 000 | -3 725 | 26 794 | 0 | 107 526 | |
| Balance at 01/01/15 | 39 852 | 32 431 -8 612 | -2 891 | 14 167 | 4 335 | 175 | 5 000 | -3 725 | 26 794 | 0 | 107 526 | |
| Net profit/(loss) recognized directly in equity |
0 | 0 | 0 | -345 | 0 | 0 | 0 | 0 | 2 058 | 0 | 0 | 1 713 |
| Profit/(loss) for the period excluding IAS 21.48 impact |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 60 863 | 0 | 60 863 |
| Profit/(loss) IAS 21.48 impact |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -326 | 326 | 0 | 0 |
| Comprehensive income for the period |
0 | 0 | 0 | -345 | 0 | 0 | 0 | 0 | 1 732 | 61 189 | 0 | 62 576 |
| Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -5 216 | 0 | -5 216 |
| Employee stock options and share based payments |
0 | 0 | 0 | 0 | 569 | 0 | 0 | 0 | 0 | 0 | 0 | 569 |
| (Acquisitions)/sales of treasury shares |
0 | 0 | 110 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0 | 230 |
| Increase/ (decrease) in capital stock/ capital surplus |
1 012 | 4 898 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5 910 |
| Other changes | 0 | 0 | 0 | 0 | 0 | -4 335 | 0 | -5 000 | 0 | 1 372 | 0 | -7 963 |
| Balance at 31/12/15 | 40 864 | 37 329 | -8 502 | -3 236 | 14 736 | 0 | 175 | 0 | -1 993 | 84 259 | 0 | 163 632 |
In 2014 the Group's equity was strengthened through a new financing arrangement with the S.R.I.W. A ''reverse convertible bond'' was put in place allowing the Group to ask the conversion of this bond into ordinary shares at any time before December 31, 2015. In 2014 the initial costs related to the ''reverse convertible bond'' were presented in other changes of retained earnings. As at December, 31 2015, the conversion has not taken place therefore the ''reverse convertible bond'' has been reclassified as bank and other borrowings.
As at December 31, 2105, other changes in retained earnings consist of the reclassification from other reserve of the other comprehensive income not to be reclassified to profit or loss in subsequent periods relating to actuarial gain on employee benefit provisions of Rose Holding SARL.
| Note | December 31, 2014 (EUR 000) |
December 31, 2015 (EUR 000) |
|
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | |||
| Net profit/(loss) for the period | 24 294 | 61 189 | |
| Adjustments for : | |||
| Depreciation and impairment of tangible assets | 9 | 1 907 | 1 873 |
| Depreciation and impairment of intangible assets and goodwill | 8 | 1 957 | 2 226 |
| Write-off on receivables | 15 | 324 | -49 |
| Changes in fair value of financial assets (profits)/losses | -576 | -814 | |
| Changes in provisions | 20 | 340 | -1 217 |
| Deferred taxes | 27 | -4 544 | -107 |
| Share of result of associates and joint ventures accounted for using the equity method |
11 | 6 775 | 63 |
| Other non-cash items – impact of IAS 21.48 | 9 | -326 | |
| Other non-cash items | 29 | -3 367 | 3 012 |
| (Profit)/loss on the disposal of assets held for sale | 0 | 0 | |
| Net cash flow changes before changes in working capital | 27 119 | 65 850 | |
| Trade receivables, other receivables and deferrals | -578 | -8 994 | |
| Inventories and contracts in progress | -11 348 | 14 982 | |
| Trade payables, other payables and accruals | 8 174 | 11 774 | |
| Other short-term assets and liabilities | -6 543 | -37 256 | |
| Changes in working capital | -10 295 | -19 494 | |
| Net income tax paid/received | -3 769 | -2 211 | |
| Interest expense | 1 976 | 1 388 | |
| Interest income | -62 | -139 | |
| Net cash (used)/generated from operations | 14 969 | 45 394 | |
| CASH FLOW FROM INVESTING ACTIVITIES | |||
| Acquisition of property, plant and equipment | 9 | -2 855 | -2 484 |
| Acquisition of intangible assets | 8 | -2 099 | -1 821 |
| Disposals of fixed assets | 25 | 23 | |
| Acquisition of subsidiaries net of acquired cash | 7 | 0 | 76 |
| Acquisition of third-party and equity-accounted investments | 11 | -1 524 | -7 083 |
| Disposals of subsidiaries | 2 433 | 6 781 | |
| Disposals of other investments and equity method accounted companies, net of assigned cash |
5 738 | 20 | |
| Other investing cash flows | 29 | 2 | 10 000 |
| Net cash (used)/generated from investing activities | 1 720 | 5 512 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Proceeds from borrowings | 19 | 0 | 0 |
| Proceeds from borrowings – S.R.I.W. reverse convertible bond | 5 000 | 0 | |
| Repayment of borrowings | 19 | -15 199 | -5 201 |
| Interest paid | -2 086 | -1 510 | |
| Interest received | 62 | 139 | |
| Capital increase (or proceeds from issuance of ordinary shares) | 17 | 7 845 | 5 910 |
| Dividends paid | -140 | -5 216 | |
| (Acquisitions)/disposal of treasury of shares | 0 | 230 | |
| Other financing cash flows | 29 | -3 807 | 68 |
| Net cash (used)/generated from financing activities | -8 325 | -5 580 | |
| Net cash and cash equivalents at beginning of the year | 29 090 | 37 176 | |
| Net change in cash and cash equivalents | 8 364 | 45 326 | |
| Exchange (profits)/losses on cash and cash equivalents | -278 | -787 | |
| Net cash and cash equivalents at end of the year | 16 | 37 176 | 81 715 |
The Group has chosen to present the cash flow statement using the indirect method.
| 1. Summary of significant Group accounting policies | 81 |
|---|---|
| 2. Description of financial risk management policies | 94 |
| 3. Critical accounting estimates and judgments | 102 |
| 4. Operating segments | 105 |
| 5. Lists of subsidiaries and equity-accounted investments | 109 |
| 6. Discontinued operations | 110 |
| 7. Business combinations and other changes in the composition of the Group | 111 |
| 8. Goodwill and other intangible assets | 113 |
| 9. Property, plant and equipment | 115 |
| 10. Lease arrangements | 116 |
| 11. Investments accounted for using the equity method and other investments | 116 |
| 12. Deferred taxes | 120 |
| 13. Other long-term assets | 121 |
| 14. Inventories and contracts in progress | 122 |
| 15. Trade and other receivables | 123 |
| 16. Cash and cash equivalents | 124 |
| 17. Capital stock and share-based plans | 125 |
| 18. Reserves | 127 |
| 19. Borrowings | 128 |
| 20. Long-term and short-term provisions | 131 |
| 21. Other long-term liabilities | 132 |
| 22. Other financial assets and liabilities | 133 |
| 23. Trade payables | 134 |
| 24. Other payables | 134 |
| 25. Other operating expenses and income | 135 |
| 26. Financial expenses and income | 136 |
| 27. Income taxes | 137 |
| 28. Employee benefits | 138 |
| 29. Cash flow statement | 138 |
| 30. Litigation | 139 |
| 31. Commitments | 139 |
| 32. Related party transactions | 141 |
| 33. Fees for services rendered by the statutory auditors | 144 |
| 34. Events after the balance sheet date | 144 |
| 35. Net earnings per share | 145 |
The main IFRS accounting principles applied by the Group in preparing the IFRS consolidated financial statements are presented below.
IBA's consolidated financial statements for the year ended December 31, 2015 have been prepared in compliance with IFRS ("International Financial Reporting Standards") and IFRIC interpretations ("International Financial Reporting Interpretations Committee") adopted by the European Union, issued and effective or issued and early adopted at December 31, 2015.
These consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial instruments at fair value.
These financial statements have been prepared on a historical cost basis, except for financial instruments (Derivative, AFS) that have been measured at fair value.
These financial statements have been prepared on an accruals basis and on the assumption that the entity is a going concern and will continue to operate in the foreseeable future.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires Management to exercise judgment in the process of applying the Company's accounting policies. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.
The accounting principles used to prepare the Group's annual financial statements are the same as those used for the year ended December 31, 2014, with the exception of the following points.
The entity applied the same IFRSs as those adopted in the previous years, except for the new IFRSs and
interpretations the entity adopted as of 1st January 2015.
The nature and the impact of each of the following new standards, amendments and/or interpretations are described below:
IFRIC 21 clarifies the accounting for levies when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. The interpretation became effective for annual period beginning on or after 17 June 2014 and should be applied retrospectively. Early application was permitted.
The IASB issued the 2011-2013 cycle improvements to its standards and interpretations. These improvement clarify:
The improvements become effective for annual periods beginning on or after 1 January 2015. Those improvements have no impact on the financial statement of the Group.
Standards and interpretations issued but not yet effective during the reporting period are listed below.
The final version of IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. IFRS 9 brings together all three aspects of the accounting for financial instruments project:
classification and measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018 and should be applied retrospectively. Early application is permitted.
Amendments to IFRS 10, IFRS 12 and IAS 28 - Investment Entities: Applying the Consolidation Exception
These amendments apply to investment entities and provide a definition of 'investment entities' and guidance on the application of this definition. These amendments also clarify the exemption from presenting consolidated financial statements applicable to the investment entities if certain citeria are met. Those amendments have no impact on the financial statement.
Amendments to IFRS 11 Joint Arrangements – Accounting for Acquisitions of Interests in Joint Operations
The amendments to IFRS 11 Joint control clarify the joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business conform IFRS 3. The relevant IFRS 3 principles for business combinations accounting and other standards should be applied to the extent that they do not contradict with IFRS 11. The amendments are effective for annual periods beginning on or after 1 January 2016. Early application is permitted. The amendments have no impact on the Group's financial position and performance.
IFRS 15 establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.
The new revenue standard will supersede all current revenue recognition requirements under IFRS. Either a full retrospective application or a modified retrospective application is required for financial years beginning on or after 1 January 2018. Early adoption is permitted. The Group will in 2016 analyse the impact of this new standard on the future Group's financial position and performance.
1 Not yet endorsed by the EU as per 31 December 2015
The amendments aime to clarify (a) that materiality applies to the financial statements including the notes to the financial statements and that the inclusion of immaterial information can inhibit the usefulness of financial disclosures and (b) the use of professional judgements. The amendments become effective for annual periods beginning on or after 1 January 2016. Early adoption is permitted. The amendments have no impact on the Group's financial position and performance.
The amendments clarify that a revenue-based depreciation method is not appropriate because revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. The amendments become effective for financial years beginning on or after 1 January 2016. Early adoption is permitted. The amendments have no impact on the Group's financial position and performance.
These narrow-scope amendments apply to contributions from employees or third parties when accounting for defined benefit plans. These amendments aim to clarify and simplify the accounting for these contributions that are independent of the number of years of service. Such contributions should be recognised as a reduction in the service cost in the period in which the service is rendered, instead of allocating the contributions to the periods of service. The amendments become effective for financial years beginning on or after 1 February 2015. The amendment has no impact on the financial statement of the Group.
The amendments will allow entities to use the equity method as described in IAS 28 to account for investments in subsidiaries, joint ventures and associates in their separate financial statement. The amendment should be applied retrospectively and become effective for financial years beginning on or after 1 January 2016. Early adoption is permitted. . The amendments have no impact on the Group's financial position and performance.
The IASB issued the 2010-2012 cycle improvements to its standards and interpretations. These improvements aim to clarify:
These improvements become effective for annual periods beginning on or after 1 February 2015. These improvements have no impact on the Group's financial statement.
The IASB issued in September 2014 the 2012-2014 cycle improvements to its standards and interpretations. These improvements aim to provide clarification:
The improvements become effective for financial years beginning on or after 1 January 2016. The amendments have no impact on the Group's financial position and performance.
The parent and all of its controlled subsidiaries are included in the consolidation.
Assets and liabilities, rights and commitments, and income and charges of the parent and its controlled subsidiaries are consolidated in full.
The Group controls an investee, if and only if, the Group has: power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee); exposure or rights to variable returns from its involvement with the investee; and the ability to use its power over investee to affect its returns.
It is presumed to exist when the IBA Group holds more than 50% of the entity's voting rights. This presumption may be rebutted if there is clear evidence to the contrary. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls an entity.
Consolidation of a subsidiary takes place from the date of acquisition, which is the date on which control of the net assets and operations of the acquiree are effectively transferred to the acquirer. From the date of acquisition, the parent (the acquirer) incorporates into the consolidated income statement the financial performance of the acquiree and recognizes in the statement of consolidated financial position the acquired assets and liabilities (at fair value), including any goodwill arising on the acquisition. Subsidiaries are deconsolidated from the date on which control ceases. The following treatments are applied on consolidation:
"Profit/(loss) attributable to non-controlling interests".
Ø Intra-Group balances and transactions and unrealized gains and losses on transactions between Group companies are eliminated in full.
Consolidated financial statements are prepared applying uniform accounting policies to like transactions and other events in similar circumstances.
An associate is an entity in which the investor has significant influence, but which is neither a subsidiary nor a joint venture (see next subsection) of the investor. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control over those policies. It is presumed to exist when the investor holds at least 20% of the investee's voting power but not to exist when less than 20% is held. This presumption may be rebutted if there is clear evidence to the contrary.
All associates are accounted for using the equity method: participating interests are presented separately in the closing date statement of consolidated financial position (in the caption "Investments accounted for using the equity method") at an amount proportionate to the associate's equity (as restated under IFRS), including the result for the year. Dividends received from an investee reduce the carrying amount of the investment.
The portion of the result of associates attributable to the Group is presented separately in the consolidated income statement in the caption "Share of profit (loss) of companies consolidated using the equity method".
Profits and losses resulting from transactions between an investor (or its consolidated subsidiaries) and associates are eliminated in proportion to the investor's interest in the associate.
As with associates, the equity method is used for the Group's joint arrangements that are classified as joint ventures.
Business combinations are the bringing together of separate entities or businesses into one reporting entity. A business is a set of activities and assets applied and managed together in order to provide a return or any other economic benefit to its investors. In all business combinations, one entity (the acquirer) obtains control that is not transitory of one or more other entities or businesses (the acquiree).
All business combinations (acquisitions of businesses) arising after January 1, 2004 are accounted for using the purchase method. The acquirer measures the cost of the business combination at the acquisition date (the date on which the acquirer obtains control over the net assets of the acquiree) and compares it with the fair value of the acquiree's identifiable net assets, liabilities, and contingent liabilities. The difference between the two represents a goodwill.
For all business combinations arising before January 1, 2004, no retrospective restatement to fair value has been made.
Similar rules have been applied to investments accounted for under the equity method, except that any goodwill arising on such investment is included in the carrying amount of the investment.
Negative goodwill arising on such investments is included in the determination of the entity's share of the investee's profit or losses in the period in which the investment is acquired.
Goodwill is not amortized but instead is tested for impairment annually (or more frequently if circumstances so require).
Negative goodwill is recognized as profit.
The excess of the acquisition cost of non- controlling interests over the balance sheet entry for these noncontrolling interests is deducted from equity ("economic unit model").
1.3.6 TRANSLATION OF FINANCIAL STATEMENTS OF FOREIGN OPERATIONS
All monetary and non-monetary assets and liabilities (including goodwill) are translated at the closing rate. Income and expenses are translated at the rate of the date of the transaction (historical exchange rate) or at an average rate for the month.
The principal exchange rates used for conversion to EUR are as follows:
| Closing rate on December 31, 2014 |
Average annual rate 2014 |
Closing rate on December 31, 2015 |
Average annual rate 2015 |
|
|---|---|---|---|---|
| USD | 1.2141 | 1.3292 | 1.0887 | 1.1105 |
| SEK | 9.3930 | 9.0947 | 9.1895 | 9.3512 |
| RUB | 72.3370 | 50.8407 | 80.6736 | 67.8946 |
| CNY | 7.5358 | 8.1653 | 7.0608 | 6.9026 |
| INR | 76.7190 | 80.9122 | 72.0215 | 71.0845 |
| JPY | 145.2300 | 140.3775 | 131.0700 | 134.3683 |
| CAD | 1.4063 | 1.4666 | 1.5116 | 1.4181 |
Recognition as an intangible fixed asset is required when
Intangible assets are carried at acquisition cost less any accumulated amortization and any accumulated impairment loss.
Cost includes the fair value of the consideration given to acquire the asset and any costs directly attributable to the transaction, such as relevant professional fees or non-refundable taxes.
Indirect costs as well as general overheads are not included. Expenditure previously recognized as expense is not included in the cost of the asset.
Costs arising from the research phase of an internal project are expensed as incurred.
Costs arising from the development phase of an internal project (product development project or IT project) are recognized as an asset when IBA can demonstrate the following: technical feasibility, intention to complete development, how the intangible asset will generate probable future economic benefits (e.g., the existence of a market for the output of the intangible asset or for the intangible asset itself), availability of resources to complete development, and ability to measure the attributable expenditure reliably.
Maintenance costs, as well as costs for minor upgrades intended to maintain (rather than increase) the level of performance of the asset, are expensed as incurred.
The above recognition criteria are fairly stringent and are applied prudently.
The cost of the intangible assets is allocated on a systematic basis over the useful life of the asset using the straight-line method.
The applicable useful lives are as follows:
| INTANGIBLE FIXED ASSETS | Useful life |
|---|---|
| Product development costs | 3 years, except if a longer useful life is justified (however not exceeding 5 years) |
| IT development costs for the primary software programs (e.q. ERP) | 5 years, except if a longer useful life is justified |
| Other software | 3 years |
| Concessions, patents, licenses, know-how, trademarks, and other similar rights |
3 years, except if a longer useful life is justified |
Amortization commences only when the asset is available for use in order to achieve proper matching of cost and revenue.
The Group has no intangible fixed assets with indefinite useful life relating to its continuing operations.
Tangible fixed assets are carried at acquisition cost less any accumulated depreciation and any accumulated impairment loss.
Cost includes the fair value of the consideration given to acquire the asset (net of discounts and rebates) and any directly attributable cost of bringing the asset to working condition for its intended use (inclusive of import duties and taxes).Directly attributable costs are the cost of site preparation, delivery costs, installation costs, relevant professional fees, and the estimated cost of dismantling and removing the asset and restoring the site (to the extent that such a cost is recognized as a provision).
Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item is separately depreciated over its useful life using the straight-line method. The depreciable amount is the acquisition cost, except for vehicles. For vehicles, it is the acquisition cost less the residual value of the asset at the end of its useful life.
Maintenance or repair costs whose objective is to maintain rather than increase the level of performance of the asset are expensed as incurred.
The applicable useful lives are as follows:
| TANGIBLE FIXED ASSETS | Useful life |
|---|---|
| Land | Not depreciated |
| Office buildings | 33 years |
| Industrial buildings | 33 years |
| Cyclotrons and vaults | 15 years, except in specific rare circumstances where a different useful life is justified |
| Laboratory equipment | 5 years |
| Other technical equipment | 5 to 10 years |
| Computer hardware | 3 to 5 years (5 years for mainframes) |
| Furniture and fittings | 5 to 10 years |
| Vehicles | 2 to 5 years |
A finance lease, which transfers substantially all the risks and rewards incident to ownership, is recognized as an asset and a liability at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments (= sum of capital and interest portions included in the lease payments). Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The depreciation policy for leased assets is consistent with that for similar assets owned.
An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount, which is the higher of the following two amounts: fair value less costs to sell (the money that IBA can recover through sale) or value in use (the money that IBA can recover if it continues to use the asset).
When possible, impairment tests have been performed on individual assets. When, however, it is determined that assets do not generate independent cash flows, the test is performed at the level of the cash-generating unit (CGU) to which the asset belongs (CGU = the smallest identifiable group of assets generating inflows that are largely independent from the cash flows from other CGUs).
Goodwill arising on a business combination is allocated among the Group's CGUs that are expected to benefit from synergies as a result of the business combination. This allocation is based on Management's assessment of the synergies gained and is not dependent on the location of the acquired assets.
Since it is not amortized, goodwill is tested for impairment annually, along with the related CGU (or more frequently depending on circumstances), even if no indication of impairment exists. Other intangible and tangible fixed assets/CGUs are tested only if there is an indication that the asset is impaired.
Any impairment loss is first charged against goodwill. Any impairment loss exceeding the book value of goodwill is then charged against the other CGUs' fixed assets only if the recoverable amount is below their net book value. Reversals of impairment losses (other than on goodwill) are recorded if justified.
Inventories are measured at the lower of cost and net realizable value at the balance sheet date.
The cost of inventories comprises all costs incurred in bringing inventories to their present location and condition, including indirect production costs. Administrative overheads that do not contribute to bringing inventories to their present location and condition, selling costs, storage costs, and abnormal amounts of wasted materials are not included in the cost of inventories.
The standard cost method is used. The standard cost of an item of inventory at period-end is adjusted to actual cost. The allocation of fixed production overheads to the production cost of inventories is based on the normal capacity of the production facilities.
The cost of inventories that are ordinarily interchangeable is allocated by using the weighted average cost formula. The same cost formula is used for all inventories that have a similar nature and use to the entity.
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale (e.g. sales commissions).
IBA books a write-down when the net realizable value at the balance sheet date is lower than the cost.
IBA applies the following policy for write-down on slow-moving items:
However, inventory is valued individually at year-end. Exceptions to the above general policy for writedown on slow moving items are made when justified by the individual valuation.
Revenue arising from the sale of goods is recognized when an entity has transferred the significant risks and rewards of ownership and collectability and recovery of the related receivables are reasonably assured.
The transaction is not a sale and revenue is not recognized where
Revenue is normally recognized when the buyer accepts delivery, and installation and inspection are complete. However, revenue is recognized immediately upon the buyer's acceptance of delivery when installation is simple in nature.
Revenue from the rendering of services is recognized by reference to the stage of completion of the transaction at the balance sheet date using rules similar to those for construction contracts (see next section); in other words, revenue is recognized as the related costs are incurred. Unless it is clear that costs are not incurred on a straight-line basis,
revenues are spread evenly over the period of the services.
The recognition criteria are applied to the separately identifiable components of a single transaction when it is necessary to reflect the substance of the transaction.
Interest income is recognized using the effective yield method. Royalties are recognized on an accrual basis in accordance with the substance of the relevant agreement. Dividends relating to year N are recognized when the shareholder's right to receive payment is established (i.e. in year N+1).
Contract costs comprise:
When the outcome of a construction contract (i.e. estimation of the final margin) can be reliably estimated, contracts in progress are measured at production cost increased, according to the stage of completion of the contract, by the difference between the contract price and production cost ("percentage of completion" method).
The stage of completion is determined by comparing actual costs incurred to date with estimated costs to completion (costs that do not reflect work performed, such as commissions and royalties are excluded for this calculation). The percentage of completion is applied on a cumulative basis.
When the outcome of the contract cannot be estimated reliably, revenue is recognized only to the extent of costs incurred that it is probable will be recovered; contract costs are recognized as an expense as incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is immediately expensed to income statement, and a loss- at- completion provision is recorded.
The Group presents as an asset the net amount due from customers on contract work for all contracts in progress for which costs incurred plus recognized profits (less recognized losses) exceed progress billings. Progress billings not yet paid by customers and retention are included in trade receivables.
The IBA Group presents as a liability the net amount due to customers on contract work for all contracts in progress for which progress billings exceed costs incurred plus recognized profits (less recognized losses).
When financial guarantees must be given to third parties in connection with a contract and these guarantees involve a financial risk for IBA, a financial liability is recognized.
Receivables are recognized initially at fair value and subsequently measured at amortized cost, i.e., at the net present value of the receivable amount.
Unless the discounting impact is significant, receivables are measured at nominal value. Receivables are written down when receipt of all or part is uncertain or doubtful.
In general, IBA applies the following rule to writedowns of bad or doubtful debts:
However, the recoverability of receivables is assessed on a case-by-case basis, and exceptions to the above general rule are made when justified.
The Group classifies its financial assets in the following categories: loans and receivables, available-for-sale financial assets, and financial assets at fair value through profit or loss.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not listed on an active market and are not held for trading.
Gains and losses on loans and receivables are recorded when receivables have been derecognized. Losses are recognized as soon as loans and receivables should be impaired.
Term deposits with maturities exceeding 3 months are classified as loans and receivables under IAS 39.
Investments in interest bearing securities, as well as investments in shares (other than shares in subsidiaries, joint ventures and associates) are accounted for as available-for-sale financial assets. They are recorded at fair value, with gains and losses recognized in equity, until they are impaired or sold, at which time the gains or losses accumulated in equity are reclassified to income.
For financial assets that are classified as available for sale, a significant or prolonged decline in the fair value of the investment below its cost is objective evidence of impairment. For restricted assets, a significant, prolonged decline is defined as a loss in value of more than 25% lasting over a continuous 6 month period. Impairment losses on these instruments are charged to income statement.
Increases in their fair value after impairment are credited directly to equity.
When there are indicators of impairment, all financial assets are subject to an impairment test. The indicators should provide objective evidence of impairment as a result of a past event that occurred subsequent to the initial recognition of the asset.
Expected losses as a result of future events are not recognized, no matter how likely.
Cash balances are recorded at their nominal value. Cash equivalents are short-term, highly liquid investments that can be used for any purpose and have a maturity date not exceeding three months from acquisition date. For the purpose of the statement of cash flow, Cash and cash equivalents include bank overdrafts.
If liquid funds are held in a special purpose account in the form of highly liquid investments that are renewed at maturity until needed for the special purpose, these cash equivalents are deemed restricted and are classified as other long-term receivables.
Deferred charges are the prorated amount of charges incurred in the current or prior financial periods but which are related to one or more subsequent periods. Accrued income is the prorated amount of income earned in the current or prior periods which will be received only in subsequent periods.
Ordinary shares are classified in the caption "Capital stock." Treasury shares are deducted from equity. Treasury share movements do not affect the income statement.
Capital grants are recorded as deferred income. Grants are recognized as income at the same rate as the rate of depreciation for related fixed assets. When grants relate to a non-capitalized cost, they are systematically recognized as income for the period during which the cost they are supposed to offset has occurred.
A provision is recognized only when:
When the impact is likely to be material (for long-term provisions), the amount recognized as a provision is estimated on a net present value basis (discount factor). The increase in provision due to the passage of time is recognized as a financial expense.
A present obligation arises from an obligating event and may take the form of either a legal obligation or a constructive obligation (A constructive obligation exists when IBA has an established pattern of past practice that indicates to other parties that it will accept certain responsibilities and as a result has created a valid expectation on the part of those other parties that it will discharge those responsibilities). An obligating event leaves IBA no realistic alternative to settling the obligation, independently of its future actions.
Provisions for site repair, restoration, and decommissioning costs are recorded as appropriate in application of the above.
If IBA has an onerous contract (that is, if the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it), the present obligation under the contract is recognized as a provision.
A provision for restructuring is recorded only if IBA can demonstrate that the Company is under an obligation to restructure at the balance sheet date. Such obligation must be demonstrated by (a) preparing a detailed formal plan identifying the main features of the restructuring and (b) raising a valid expectation to those affected that it will carry out the restructuring by starting to implement the plan or by announcing its main features to those affected.
The Group operates a contribution based plan funded through payments to an insurance company. The employer guarantees a minimum return of 3.25% on employer contributions resulting in a financial risk to be borne by the Group.
The Group has opted to account for these plans using the intrinsic value method instead of the projected unit credit method as the minimum guaranteed return is achieved by the insurance company over a long term period. In case the intrinsic value of the benefit obtained is lower that the assets in the plan on a person by person basis, an expense is recognized in the income statement and a provision is set up to cover the deficit.
The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.
The Group has defined benefit plans only in entities accounted for using the equity method. They do not, therefore, appear in provisions. These benefits are as follows:
The obligations arising from the application of these benefit plans are pension plans with defined benefits that set the benefit amount that an employee will receive when retiring, depending generally on one or more factors such as age, years of service and salary.
For pension plans with defined benefits, the costs related to these plans are assessed per pension plan using the projected unit method. This method considers that each service period gives rise to an additional benefit entitlement unit. According to this method, the plans' cost is recognized as an expense in the income statement so as to spread this cost evenly throughout the employee's career, and this based on the recommendations of actuaries who carry out complete assessments on these retirement plans each year. The amounts recognized in the operating income statement include the cost of performed services, cost of past services and impacts of any plan reduction or settlement. The net financial cost is recognized as financial expenses. The obligations relating to the retirement plans recognized in the balance sheet are assessed based on the present value of future cash flows, calculated using interest rates corresponding to those applicable to first category corporate bonds, whose maturity date is almost similar to that of the corresponding liabilities, less the fair value of all the post-employment plans' assets. The past services costs result from the adoption or change brought to a retirement plan. They are recorded as expenses in the year they occur.
Actuarial differences include, for assets and liabilities, differences between previous actuarial assumptions and what actually happened, and the impact of changes of actuarial assumptions on the plans' liabilities. Actuarial differences are fully recorded in other items of the comprehensive income statement during their period of occurrence.
Share-based payments are transactions to be paid with shares, stock options, or other equity instruments (granted to employees or other parties) and transactions paid in cash or other assets when the amount payable is based on the price of the Group's shares.
All transactions involving share-based payments are recognized as expenses.
Equity-settled share-based payment transactions are measured at the fair value of the goods or services received at the date on which the Group recognizes the goods and services. If the fair value of goods or services cannot be determined, the Group uses the fair value of the equity instruments granted. Equitysettled share-based payments are not re-measured.
The comprehensive method and the liability method are used. Deferred taxes are recorded on the temporary differences arising between the carrying amount of the balance sheet items and their tax base, using the rate of tax expected to apply when the asset is recovered or the liability is settled.
There are three exceptions to the general principle that deferred taxes are recognized on all temporary differences. Deferred taxes are not recognized for:
A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. The same principle applies to recognition of deferred tax assets for unused tax losses carried forward. This assessment is subject to the principle of prudence.
4 years are taken into account in order to determine the period for recovery of the taxes.
Deferred taxes are calculated for each fiscal entity in the Group. IBA is able to offset deferred tax assets and liabilities only if the deferred balances relate to income taxes levied by the same taxation authority.
Payables after and within one year are measured at amortized cost, i.e., at the net present value of the payable amount.
Unless the impact of discounting is material, the nominal value is taken.
Accrued charges are the prorated amount of expenses which will be paid in a subsequent financial period but relate to a prior period. Deferred income is the prorated amount of income received in the current or prior periods but related to a subsequent period.
Foreign currency transactions are converted into the functional currency of the Group entity party to the transaction using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the conversion at the period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.
Exchange differences arising from the consolidation of currency items that constitute part of the reporting entity's net investment in a foreign entity (i.e. when settlement is neither planned nor likely to occur in the foreseeable future) are recorded in equity if the following two conditions are met:
(1) The loan is made in either the functional currency of the reporting entity or the foreign operation; and
(2) The loan is made between the reporting entity and a foreign operation.
Derivative instruments are accounted for at fair value on the date the contracts are entered into.
Changes in the fair value of derivative instruments are accounted for in the income statement unless they qualify as cash flow hedges under IAS 39.
The Group designates certain derivative transactions as hedges of the variability of the fair value of recognized assets or liabilities (fair value hedges); as unrecognized firm commitments; or as hedges of the cash flow variability arising from a specific risk associated with a recognized asset or liability or with a highly probable forecast transaction (cash flow hedges).
The Group documents at the inception of the transaction the relationship between the hedging instruments and the hedged item, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity. Gain or loss relating to the ineffective portion of the hedge is recognized immediately in the income statement.
Amounts accumulated in equity are reclassified to the income statement in the periods when the hedged item affects the income statement (e.g., when the forecast sale that is hedged takes place).
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and reclassified to the income statement when the forecast transaction is ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately moved to the income statement.
Certain derivative instruments do not qualify for hedge accounting. Such derivatives are recognized at fair value on the statement of financial position, with changes in fair value recognized in the income statement.
These instruments are considered economic hedges inasmuch as they are not used to speculate on positions.
The Group does not hold instruments for speculative purposes.
A business segment is a group of assets and operations involved in the supply of products or the providing of services and exposed to risks and returns other than those in other business segments.
A geographic segment is engaged in the supply of products or the providing of services within a specific economic environment, exposed to risks and returns other than those in segments operating in other economic environments.
The Group's activities expose it to a variety of financial risks, of which the largest is market risk (including currency risk). Other financial risks include credit risk, liquidity risk, interest rate risk, and commodity risk.
The Group's overall financial risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.
Financial risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Audit Committee of the Board of Directors. These policies provide written principles for overall financial risk management, as well as written policies covering specific areas, such as foreign exchange risk, use of derivative financial instruments and non-derivative financial instruments, and investing excess liquidity. Group Treasury identifies, evaluates, and hedges financial risks in close cooperation with the Group's operating units.
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, the Chinese Yuan, Czech krona, Polish zlotys, Russian ruble, British pound and the Swedish krona.
Foreign exchange risk arises from future and committed commercial transactions, from recognized financial assets and liabilities, and from net investments in foreign operations.
To manage foreign exchange risk arising from future and committed commercial transactions and from recognized assets and liabilities denominated in a currency different from the entity's functional currency, entities in the Group use forward exchange contracts, transacted with Group Treasury. Group Treasury is responsible for hedging the net position in each foreign currency by using forward exchange contracts entered into with banks when possible and appropriate.
For segment reporting purposes, each subsidiary designates contracts with Group Treasury as fair value hedges or cash flow hedges, as appropriate.
External foreign exchange contracts are designated at Group level as hedges of foreign exchange risk on specific assets, liabilities, or committed or future transactions on a gross basis.
The Group's general hedging policy is to hedge any confirmed sales contracts denominated in a foreign currency as well as expected net operational cash flows when they can be reasonably predicted. Appropriate documentation is prepared in accordance with IAS 39. The CFO approves and the CEO is informed of significant hedging transactions, with reporting to the Audit Committee four times a year.
Intercompany loans denominated in foreign currencies are entered into to finance certain subsidiaries and expose the Group to fluctuations in exchange rate.
The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group's foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies.
The segment reporting Dosimetry and the Proton Therapy services are impacted by the fluctuation of the USD exchange rate against EUR. In 2015 a fluctuation of -3% of USD against EUR should have negative impact on the sales of Dosimetry segment by -1.1%. In 2015 a fluctuation of -3% of USD against EUR should have negative impact on the Proton Therapy Services sales segment by -2.2%.
The exposure of the Group to the fluctuation of Chinese Yuan, Czech Krona, Polish Zlotys, British pound and Russian ruble is not material for the Group.
The Group has some transactional currency exposure that arises from sales or purchases by an operating unit in currencies other than the unit's functional currency. The parent company of the Group operating in euros but making certain transactions purchase/sales among others expressed in US dollars.
Approximately 24% of the Group's sales (11% in 2014) (with a scope of consolidation identical to that of 2014) are denominated in currencies other than the functional currency of the operating unit making the sale, while 92.4% of costs (93.7% in 2014) (with a scope of consolidation identical to that of 2014) are denominated in the unit's functional currency. Where the Group considers that there are no natural hedging opportunities, forward exchange contracts or forward currency options are used to cover currency exposure.
The Group is exposed to the counterparty risk on commercial paper and investment funds held in companies accounted for using the equity method and in respect of which IBA was committed for 5 years to supporting the differences between the pledged assets and the provisions for decommissioning of Rose Holding SARL (cf. Note 3.B). The risk was mitigated by the rigorous selection of investment products with a high rating and high degree of liquidity.
This risk doesn't exist anymore since the disposal of IBA Molecular end of March 2016.
The Group has no significant exposure to credit risk. The Company policy for large contracts is to have appropriate letters of credit issued prior to delivery of the equipment.
The Company has also a general agreement with the Belgian national export credit insurance institution (ONDD) that provides systematic coverage of all large equipment transactions.
The table in section 2.2 presents the financial assets of the Group by valuation method (fair value and carrying amount). The carrying amount of these financial assets represents the maximum credit exposure of the Group.
The fair value of a financial instrument is the price at which a party would accept the rights and/or obligations of this financial instrument from another independent party.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount in outstanding credit facilities. Due to the dynamic nature of the underlying businesses, Group Treasury aims to maintain flexibility in funding by keeping credit lines available.
In late 2009, IBA strengthened the availability of financing by obtaining a long-term credit facility of EUR 50 million from the EIB (European Investment Bank) to provide financing for research and development projects. Under the terms of this financing, the Group agrees to comply with specific covenants relating to the Group's level of debt.
Following the agreements with SK Capital Partners and Argos Soditic, the terms and conditions of this line were modified. The unused EUR 20 million from this line of credit were cancelled following the contract at end 2013.
As at December 31, 2015, the Group had drawn up to EUR 30 million on this line of credit and made repayments for EUR 13.75 million (of which EUR 5 million in 2015).
In January 2016, the Group has introduced a notice of anticipative repayment of the total remaining amount due to the European Investment Bank to refinance the outstanding amount in the market at a lower average cost of financing (repayment of EUR 10 million at end February 2016 and repayment of EUR 6.25 million at end March 2016).
In 2012, IBA strengthened the availability of financing by obtaining a long-term credit facility of EUR 20 million from the S.R.I.W. Under the terms of this financing, the Group agrees to comply with specific covenants relating to IBA SA level of equity.
As at December 31, 2015, the Group had drawn up to EUR 20 million on this line of credit and made repayments for EUR 10 million (of which EUR 10 million in 2014).
In 2014 the Group's equity was strengthened through a new financing arrangement with the S.R.I.W. A ''reverse convertible bond'' was put in place allowing the Group to ask the conversion of this bond into ordinary shares at any time before December 31, 2015. As at December 31, 2015, the ''reverse convertible bond'' of S.R.I.W. has not been converted in capital, it has turned back into a subordinate loan that increased the amount of our used credit lines up with EUR 5 million.
In 2014, IBA strengthened the availability of financing by obtaining a long-term subordinated facility bond of EUR 9 million from the SFPI. As at December 31, 2015, the Group had not drawn up on it.
As at December 31, 2015, the Group has at its disposal credit lines up to EUR 70.25 million of which 44.5% are used to date.
The table below summarizes the maturity profile of the Group's financial liabilities:
| TOTAL | 23 675 | 176 139 | 5 031 | 6 975 | 11 194 | 223 014 |
|---|---|---|---|---|---|---|
| Other ST and LT liabilities | 0 | 137 518 | 4 041 | 0 | 0 | 141 559 |
| Trade payables | 23 675 | 21 212 | 0 | 0 | 0 | 44 887 |
| Financial lease liabilities | 0 | 225 | 230 | 0 | 0 | 455 |
| Bank borrowings | 0 | 17 184 | 760 | 6 975 | 11 194 | 36 113 |
| FINANCIAL LIABILITIES | ||||||
| DECEMBER 31, 2015 (EUR 000) |
due | < 1 year | 1-2 years | 2-5 years | > 5 years | Total |
| TOTAL | 15 890 | 136 720 | 10 112 | 15 173 | 9 874 | 187 769 |
| Other ST and LT liabilities | 0 | 109 942 | 3 794 | 153 | 0 | 113 889 |
| Trade payables | 15 890 | 20 255 | 0 | 0 | 0 | 36 145 |
| Financial lease liabilities | 0 | 230 | 225 | 230 | 0 | 685 |
| Bank borrowings | 0 | 6 293 | 6 093 | 14 790 | 9 874 | 37 050 |
| FINANCIAL LIABILITIES | ||||||
| DECEMBER 31, 2014 (EUR 000) |
due | < 1 year | 1-2 years | 2-5 years | > 5 years | Total |
The table below summarizes the maturity profile of the Group's financial assets:
| TOTAL | 35 377 | 106 829 | 1 735 | 3 813 | 11 922 | 159 676 |
|---|---|---|---|---|---|---|
| Other ST and LT assets | 2 491 | 79 777 | 1 735 | 3 813 | 11 922 | 99 738 |
| Trade receivables | 32 886 | 27 052 | 0 | 0 | 0 | 59 938 |
| FINANCIAL ASSETS | ||||||
| DECEMBER 31, 2015 (EUR 000) |
Due | < 1 year | 1-2 years | 2-5 years | > 5 years | Total |
| TOTAL | 28 436 | 47 013 | 3 243 | 10 974 | 6 324 | 95 990 |
| Other ST and LT assets | 3 701 | 16 949 | 3 243 | 10 974 | 6 324 | 41 191 |
| Trade receivables | 24 735 | 30 064 | 0 | 0 | 0 | 54 799 |
| FINANCIAL ASSETS | ||||||
| DECEMBER 31, 2014 (EUR 000) |
Due | < 1 year | 1-2 years | 2-5 years | > 5 years | Total |
The Group exposure to the risk of changes in market interest rates relates primarily to the Group's longterm debt obligations with floating interest rates. When the Group deems that the fluctuation of interest rate could have a significant impact on its financial results, the Group will use interest rate swaps in order to limit this impact.
IBA does not apply hedge accounting to these transactions, and these instruments are therefore revalued through profit and loss.
At the end of 2014 and 2015, the Group has no interest rate swaps.
IBA's analysis of the impact of a 1% fluctuation in interest rates (sensitivity analysis) on the income statement of an average financial debt of EUR 30.4 million in 2015 (38.7 million in 2014 – impact of EUR -/+0.39 million) suggests that it will be EUR -/+0.30 million.
The assets and liabilities of the Group are valued as follows:
| December 31, 2014 | December 31, 2015 | ||||
|---|---|---|---|---|---|
| Net carrying | Net carrying | ||||
| EUR 000 FINANCIAL ASSETS |
Category | value | Fair value | value | Fair value |
| Trade receivables | Loans and receivables |
54 799 | 54 799 | 59 938 | 59 938 |
| Long-term receivables on contracts in progress | Loans and receivables |
925 | 925 | 882 | 882 |
| Available-for-sale financial assets | Available for sale |
0 | 0 | 0 | 0 |
| Long-term receivables for decommissioning of sites | Loans and receivables |
0 | 0 | 0 | 0 |
| Other long-term receivables | Loans and receivables |
19 614 | 19 614 | 15 809 | 15 809 |
| Non-trade receivables and advance payments | Loans and receivables |
10 046 | 10 046 | 11 927 | 11 927 |
| Other short-term receivables | Loans and receivables |
10 224 | 10 224 | 69 919 | 69 919 |
| Other investments | Available for sale |
407 | 407 | 7 116 | 7 116 |
| Cash and cash equivalents | Loans and receivables |
37 176 | 37 176 | 81 715 | 81 715 |
| Hedging derivative products | Hedge accounting |
2 | 2 | 1 065 | 1 065 |
| Derivative products – other | FVPL2 | 380 | 380 | 136 | 136 |
| TOTAL | 133 573 | 133 573 | 248 507 | 248 507 | |
| FINANCIAL LIABILITIES | |||||
| Bank borrowings | FLAC | 31 250 | 31 250 | 31 250 | 31 250 |
| Financial lease liabilities | FLAC | 625 | 625 | 424 | 424 |
| Trade payables | FLAC | 36 145 | 36 145 | 44 887 | 44 887 |
| Hedging derivative products | Hedge accounting |
2 361 | 2 361 | 2 836 | 2 836 |
| Derivative products – other | FVPL2 | 280 | 280 | 153 | 153 |
| Other long-term liabilities | FLAC | 3 066 | 3 066 | 3 162 | 3 162 |
| Amounts due to customers for contracts in progress | FLAC | 81 237 | 81 237 | 104 620 | 104 620 |
| Social debts | FLAC | 11 344 | 11 344 | 11 930 | 11 930 |
| Other short-term liabilities | FLAC | 15 415 | 15 415 | 18 783 | 18 783 |
| Short-term tax liabilities | FLAC | 186 | 186 | 75 | 75 |
| Short-term bank credit | FLAC | 0 | 0 | 0 | 0 |
| TOTAL | 181 909 | 181 909 | 218 120 | 218 120 |
As at December 31, 2014 and 2015, the net carrying value of these financial assets and liabilities did not differ significantly from their fair value.
The headings "Hedging derivative products" and "Derivative products – other" in assets and liabilities include the fair value of forward exchange contracts and currency swaps.
The Group may acquire non-controlling interests from third companies, depending on the evolution of its strategy. These interests are shown in the "available for sale" category.
FLAC: Financial liabilities measured at amortized cost. FVPL1: Fair value through profit or loss (held for trading). FVPL2: Fair value through profit or loss (derivative- based asset whose value was inseparable from the underlying notional value).
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In conformity with IAS 39 all derivatives are recognized at fair value in the balance sheet.
The fair value of derivative financial instruments is either the quoted market price or is calculated using pricing models taking into account current market rates. Fair values of hedging instruments are determined by valuation techniques widely used in financial markets and are provided by reliable financial information sources. Fair values are based on the trade dates of the underlying transactions.
The fair value of these instruments generally reflects the estimated amount that IBA would receive on the settlement of favorable contracts or be required to pay to terminate unfavorable contracts at the balance sheet date, and thereby takes into account any unrealized gains or losses on open contracts.
As required by IFRS 13 Fair value measurement, the following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
During this past financial year, there was no transfer between the various categories presented below:
| (EUR 000) | Level 1 | Level 2 | Level 3 | December 31, 2014 |
|---|---|---|---|---|
| - Forward foreign exchange contracts | 2 | 2 | ||
| - Foreign exchange rate swaps | 0 | 0 | ||
| Hedge-accounted financial assets | 2 | 2 | ||
| - Forward foreign exchange contracts | 0 | 0 | ||
| - Foreign exchange rate swaps | 380 | 380 | ||
| - Other financial assets at fair value through the income statement | 26 219 | 26 219 | ||
| Financial assets at fair value through the income statement | 380 | 26 219 | 26 599 | |
| - Forward foreign exchange contracts | 1 991 | 1 991 | ||
| - Foreign exchange rate swaps | 370 | 370 | ||
| Hedge-accounted financial liabilities | 2 361 | 2 361 | ||
| - Forward foreign exchange contracts | 211 | 211 | ||
| - Foreign exchange rate swaps | 69 | 69 | ||
| Financial liabilities at fair value through the income statement | 280 | 280 |
| (EUR 000) | Level 1 | Level 2 | Level 3 | December 31, 2015 |
|---|---|---|---|---|
| - Forward foreign exchange contracts | 1 065 | 1 065 | ||
| - Foreign exchange rate swaps | 0 | 0 | ||
| Hedge-accounted financial assets | 1 065 | 1 065 | ||
| - Forward foreign exchange contracts | 44 | 44 | ||
| - Foreign exchange rate swaps | 92 | 92 | ||
| - Other financial assets at fair value through the income statement | 0 | 0 | ||
| Financial assets at fair value through the income statement | 136 | 0 | 136 | |
| - Forward foreign exchange contracts | 2 467 | 2 467 | ||
| - Foreign exchange rate swaps | 369 | 369 | ||
| Hedge-accounted financial liabilities | 2 836 | 2 836 | ||
| - Forward foreign exchange contracts | 98 | 98 | ||
| - Foreign exchange rate swaps | 55 | 55 | ||
| Financial liabilities at fair value through the income statement | 153 | 153 |
As at December 31, 2014, other financial assets at fair value through the income statement include the other investments, the contingent loan of Rose Holding SARL (see notes 3.E, 32.2) and the vendor loan granted to Chromos GA SAS (vehicle for the acquisition by Argos Soditic of the Cisbio Bioassays business) (see note 3.F).
| (EUR 000) | Contingent loan Rose Holding SARL |
Bridge loan Rose Holding SARL |
Vendor loan Chromos GA SAS |
Other investments |
TOTAL |
|---|---|---|---|---|---|
| As at January 1, 2014 | 17 978 | 0 | 6 649 | 423 | 25 050 |
| Credited/(charged) to the income statement |
1 471 | 0 | 1 147 | -71 | 2 547 |
| Additions | 0 | 0 | 0 | 21 | 21 |
| Repayments | 0 | 0 | -1 433 | 0 | -1 433 |
| Disposals | 0 | 0 | 0 | 0 | 0 |
| Equity movements | 0 | 0 | 0 | 34 | 34 |
| As at December 31, 2014 | 19 449 | 0 | 6 363 | 407 | 26 219 |
| Credited/(charged) to the income statement |
-13 619 | 0 | -3 | -355 | -13 977 |
| Additions | 0 | 0 | 0 | 0 | 0 |
| Repayments | 0 | 0 | -6 360 | 0 | -6 360 |
| Disposals | 0 | 0 | 0 | -20 | -20 |
| Reclassifications | -5 830 | 0 | 0 | -32 | -5 862 |
| As at December 31, 2015 | 0 | 0 | 0 | 0 | 0 |
As at December 31, 2015, the Group held 63 forward exchange contracts (14 as at December 31, 2014) and 5 foreign exchange swaps (4 as at December 31, 2014) to cover future cash flow movements US dollars, British pounds and Swedish krona cash flows. These hedges are deemed highly effective.
These hedges generated a EUR 0.35 million loss in 2015 (loss of EUR 1.83 million in 2014). This loss is recognized in the other items of the comprehensive income statement.
| Hedge instrument maturities | |||||
|---|---|---|---|---|---|
| (EUR 000) | Equity | < 1 year | 1-2 years | > 2 years | |
| AS AT DECEMBER 31, 2014 | |||||
| - Foreign exchange hedge in | PLN | -24 | -24 | 0 | 0 |
| - Foreign exchange hedge in | USD | -2 596 | -1 738 | -704 | -154 |
| - Foreign exchange hedge in | SEK | -271 | -271 | 0 | 0 |
| -2 891 | -2 033 | -704 | -154 | ||
| AS AT DECEMBER 31, 2015 | |||||
| - Foreign exchange hedge in | GBP | 1 055 | 283 | 258 | 514 |
| - Foreign exchange hedge in | USD | -3 939 | -3 071 | -821 | -47 |
| - Foreign exchange hedge in | SEK | -352 | -352 | 0 | 0 |
| -3 236 | -3 140 | -563 | 467 |
As at 31 December 2015, the Group holds 12 forward exchange contracts (10 on December 31, 2014), and 17 exchange rate swaps (10 as at December 31, 2014) to cover future cash flows of US dollars, Swedish krona, British pounds, Chinese yuan, Canadian dollars and Polish zlotys.
As they do not qualify for hedge accounting under the IFRS, the various hedge instruments discussed in this section are measured at fair value through the income statement.
The loss generated on these instruments included in the income statement amount to EUR 0.06 million at December 31, 2015 (gain of EUR 0.1 million at December 31, 2014).
The Group's aim is to optimize the capital structure in order to maximize its value for the shareholders while maintaining the financial flexibility required carrying out the strategy approved by the Board of Directors.
On June 30, 2014, the Group has strengthened his equity with a capital increase from two leading regional and federal investment companies in Belgium for a total amount of EUR 6 million (EUR 5 million from S.R.I.W. and 1 million from S.F.P.I.) and with a ''reverse convertible bond'' subscribed by S.R.I.W. for EUR 5 million. 10 million were used to repay outstanding bank loans. A new subordinated facility bond of EUR 9 million has been granted by S.F.P.I (undrawn as at December 31, 2015).
December 31, 2015 was the latest date for converting the bond into equity. The Group has decided to not exercise its right to convert in capital the ''reverse convertible bond''. As consequence, the ''reverse convertible bond'' has been reclassified from equity to bank and other borrowings.
The Group has agreed to comply with a debt- toequity ratio covenant and a covenant related to the ratio between the net financial debts divided by the equity plus the net financial debts (''Gearing ratio'') under the terms of a EUR 50 million credit facility received from the EIB for its research and development projects (financing that has been reduced in 2013 to 30 million following the agreements with SK Capital Partners and Argos Soditic). The Group has committed to maintain the ''Gearing ratio'' below 45% knowing that the two subordinated loans of EUR 10 million and EUR 5 million (S.R.IW.) are considered as quasi equity for the calculation of this ratio. As at December 31, 2015, the Group had drawn EUR 30 million upon this line of credit and made repayments for EUR 13.75 million (of which EUR 5 million in 2015). See also note 2.1.3.
In January 2016, the Group has introduced a notice of anticipative repayment of the total remaining amount due to the European Investment Bank to refinance the outstanding amount in the market at a lower average cost of financing (repayment of EUR 10 million at end February 2016 and repayment of EUR 6.25 million at end March 2016).
The IBA's Board of Directors will recommend to the general assembly, the distribution to shareholders of a total dividend of EUR 1.39 per share (about EUR 41.1 million), representing the 30% payout on the recurring profit and most of the capital gain on the IBA Molecular transaction.
.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
The Group recognizes deferred tax assets on unused losses carried forward to the extent that the taxable profit against which these assets are available can be used. The amounts recognized in the balance sheet are prudent estimates made on the basis of recent financial plans approved by the Board of Directors and depend on certain judgments with respect to the amounts and location of the future taxable profits of the Group's subsidiaries and parent company. The period used for estimates of the future taxable profits taken into account for the recognition of deferred tax assets is 4 years. The assumptions taken in consideration in the financial plans are as follow: from 2016 to 2018, IBA expects to achieve average revenue growth greater than 20% per annum, and double digit growth is anticipated thereafter. The Company expects its operating margin to be 11% in 2016, increasing to 13%-15% by 2018.
As at December 31, 2015, the Group had accumulated net operating losses of EUR 92.4 million usable to offset future profits taxable mainly in Belgium and in Russia and temporary differences amounting to EUR 7.2 million mainly in the United States, in China and in Belgium. The Company recognized deferred tax assets of EUR 20.5 million with the view to use the tax losses carried forward and EUR 2.7 million as temporary differences.
Production of pharmaceutical tracers (segment of the pharmaceuticals activity) generates radiation and results in contamination of production sites facilities. This could require the Group to incur restoration costs to meet regulations in different countries and fulfill any legal or implied obligation.
Analyzes and estimates are made by the Group with the assistance of its legal counsel to determine the likelihood, timing and amount of costs, together with a probable required outflow of resources.
Provisions have been made for unavoidable costs in connection with dismantling the sites where radiopharmaceuticals are produced. These provisions are measured at the net present value of the best estimate of the cost required.
As of December 31, 2014, the provisions still included in the financials of IBA stand at EUR 6.1 million. They were primarily for obligations in connection with a radiopharmaceutical production facility belonging to the mother company IBA SA in Fleurus.
In 2015, the Fleurus site was sold for EUR 1 including the transfer to the acquirer of the site decommissioning obligations. As a result a reversal of the provision of EUR 5.6 million has been recorded in 2015 and a provision of EUR 0.5 million is still included in the financials of IBA to cover the contractual obligations of IBA to dispose of radioactive waste according to this sales agreement.
CIS Bio International SAS has held nuclear operator status since December 2008, which obliges it to pledge assets for the future decommissioning and clean-up of nuclear medicine installations on the Saclay site (France). In 2011 under the agreement with SK Capital Partners, these pledged assets, which amounted to EUR 33.8 million, were reclassified in assets held for sale. The sale occurred in April 2012. Under the agreements signed, IBA retained for 5 years an indemnity obligation in the event that the IFRS discounting of the decommissioning provisions in the books of Rose Holding SARL were to exceed the assets pledged for this purpose and managed to date by Candriam Investors Group.
At the 2014 closing date, the total assets were EUR 0.25 million higher compared to the provision amounting to EUR 47.0 million.
Following the disposal of IBA Molecular by IBA and SK Capital Partners, this indemnity obligation does not longer exist for IBA.
Contracts in progress are valued at their cost of production, increased by income accrued as determined by the stage of completion of the contract activity at the balance sheet date, to the extent that it is probable that the economic benefits associated with the contract will flow to the Group.
This probability is based on judgment. If certain judgmental criteria differ from those used for previously recognized revenues, the Group's income statement is affected.
When appropriate, the Company revises its estimated margin at completion to take into account the assessment of any residual risk arising from this contract over several years. When the final outcome of these uncertainties differs from initial estimations, the Group's income statement is affected.
The recoverable amounts of tangible and intangible fixed assets are determined on a "value in use" basis. Value in use is determined on the basis of
cash-flows coming from IBA's most recent business plans, as approved by the Board of Directors. These plans incorporate various assumptions made by management and approved by the Board as to how the business, profit margins, and investments will evolve.
See Note 8.1 for additional information.
The growth rates used for the impairment tests vary between 0% and 4.5% and the discount rates vary between 6% and 11%.
At December 31, 2015, the sensitivity tests carried out by the Group based on the fluctuation of the growth and discount rates by 100 basis points (towards the top and bottom) have not revealed any significant impairment for continuing operations.
A deferred remuneration element depended on whether a certain sale price will be reached by the investment fund on exit. Until the disposal date of IBA Molecular by IBA and SK Capital Partners, the market value used to determine the value of the byproduct associated to it has been based on a model of discounted future cash flows and of multiples combined with probabilities of an exit that varies depending on the year.
In the framework of the disposal of IBA Molecular and based on an agreement signed by both parties, this derivative has been revaluated at EUR 5.83 million and will be repaid in the first quarter of 2016.
This derivative has been recognized in the balance sheet under the ''other receivables'' heading.
As part of the sale of the Cisbio Bioassays activity, three deferred contingent remuneration elements have been negotiated:
In 2014, the Company has put in place a new longterm incentive plan, aimed at supporting its multiyear profitability targets, the alignment of plan participants with shareholder interests and longerterm shareholder value creation, as well as creating a suitable retention effect. The plan is two-tiered, directly or indirectly combining a cash-based incentive with a grant of warrants.
The cash-based incentive has been implemented in 2014 and is linked to actual cumulative profit before tax over the period 2014 – 2017 compared to a predefined target aligned to the Group strategic plan and the guidance provided to the market in this respect. Vesting occurs in full at the end of 2017, subject to each participant's continued service up to that date and subject to a threshold backlog requirement being met on the same date. The target payout varies between 30% and 100% of annual fixed remuneration directly or indirectly received, except for the Chief Executive Officer, for whom it is 200%. The maximum payout upon superior performance is set at 200% of the target payout. Poor performance results in a zero payout. Satisfactory individual performance, for each calendar year included in the performance period, operates as an additional threshold under the plan, reducing the actual payout by 25% for each year that the individual performance is below expectations. Individual overachievement does not result in an increased payout under the plan. No new cashbased incentive has been implemented in 2015.
As at December 2015, a provision of EUR 2.4 million has been booked by the Group for the long term incentive plan. The provision is calculated on a prorate basis of the achieved objectives versus targeted objectives.
The company is using the Black & Scholes model to measure the options value. Terms and conditions of the Group stock option plans are described in note 17.2.
In 2015, the Company has initiated an analysis on the Group exposure in countries other than Belgium to be potentially obliged to pay certain local taxes whereas the payment of those taxes has been transferred to the Group's customers. At this stage, preliminary findings do not allow for a reliable estimate of the exposure therefore no provision has been accrued for in the Group financial statements.
On the basis of its internal financial reports to the Board of Directors and given the Group's primary source of risk and profitability, IBA has identified two levels of operating information:
The operating segments are parts of the Company's business. Distinct financial information is available for these segments and is regularly checked by the Management.
The presentation format of IBA's operational segments is represented by activities in the primary dimension, as the Company's risks of the Company and the productivity rates related to the activities are mainly affected by the fact that IBA operates activities which have different fundamental risk profiles. Consequently, the organization of the Company's Management and its internal reporting system to the Board of Directors have been implemented. A business segment is a separate component of a company which provides products or services in a specific field of activity which is subject to risks and returns different from those of other activities. In accordance with IFRS 8 Operating segments, the business segments on which segment information is based are (1) Proton therapy and others accelerators and (2) Dosimetry upon the sale of the Radiopharmaceutical business in 2012 and Cisbio Bioassays business in 2013.
The segment results, assets and liabilities include the items directly related to a segment, as well as those that may be allocated on a reasonable basis. The non-allocated assets mainly include deferred tax assets and some assets of companies that have a cross-segment role. The non-allocated liabilities mainly include those that are relevant to companies having a cross-segment role.
The segment investment expenses include the total cost of investments incurred during the period of acquisition of tangible and intangible assets investments, except goodwill.
The following table provides details of the income statement for each segment. Any intersegment sales are contracted at arm's length.
| Proton Therapy and | Dosimetry | Group | |
|---|---|---|---|
| Other Accelerators (EUR 000) | (EUR 000) | (EUR 000) | |
| YEAR ENDED DECEMBER 31, 2014 | |||
| Sales | 120 101 | 37 808 | 157 909 |
| Services | 57 586 | 5 082 | 62 668 |
| External Sales | 177 687 | 42 890 | 220 577 |
| REBIT | 19 516 | 3 417 | 22 933 |
| Other operating (expenses)/Income | -806 | -151 | -957 |
| Segment result | 18 710 | 3 266 | 21 976 |
| Unallocated expenses (1) | 247 | ||
| Financial (expenses)/income (2) | 1 823 | ||
| Share of profit/(loss) of companies consolidated using the equity method |
-6 873 | ||
| Result before taxes | 17 173 | ||
| Tax (expenses)/income (2) | 3 413 | ||
| RESULT FOR THE PERIOD FROM CONTINUING OPERATIONS |
20 586 | ||
| Profit/(loss) for the period from discontinued operations | 3 708 | ||
| Profit/(loss) for the period | 24 294 |
| Proton Therapy and | Dosimetry | Group | |
|---|---|---|---|
| Other Accelerators (EUR 000) | (EUR 000) | (EUR 000) | |
| Non-current assets | 59 267 | 6 361 | 65 628 |
| Current assets | 186 796 | 17 561 | 204 357 |
| Segment assets | 246 063 | 23 922 | 269 985 |
| Investments accounted for using the equity method | 37 071 | ||
| TOTAL ASSETS | 246 063 | 23 922 | 307 056 |
| Non-current liabilities | 40 063 | 1 025 | 41 088 |
| Current liabilities | 150 517 | 7 925 | 158 442 |
| Segment liabilities | 190 580 | 8 950 | 199 530 |
| TOTAL LIABILITIES | 190 580 | 8 950 | 199 530 |
| Other segment information | |||
| Capital expenditure | 4 519 | 435 | |
| Depreciation and impairment of property, plant and equipment |
1 463 | 444 | |
| Depreciation of intangible assets and goodwill | 1 808 | 149 | |
| Salary expenses | 66 821 | 14 630 | |
| Non-cash expenses/(income) | 1 920 | 156 | |
| Headcount at year-end | 866 | 205 |
(1) Unallocated expenses mainly consist of expenses for stock option plans, stock plans.
(2) Cash and taxes are handled at Group level and are therefore presented under unallocated.
Balance sheet intercompany position between segments is excluded from the assets and liabilities of the segment.
| Proton Therapy and Other Accelerators (EUR 000) |
Dosimetry (EUR 000) |
Group (EUR 000) |
|
|---|---|---|---|
| YEAR ENDED DECEMBER 31, 2015 | |||
| Sales | 147 746 | 47 345 | 195 091 |
| Services | 68 515 | 6 751 | 75 266 |
| External Sales | 216 261 | 54 096 | 270 357 |
| REBIT | 21 956 | 7 597 | 29 553 |
| Other operating (expenses)/Income | -3 120 | -715 | -3 835 |
| Segment result | 18 836 | 6 882 | 25 718 |
| Unallocated (expenses)/income (1) | 36 369 | ||
| Financial (expenses)/income (2) | 3 227 | ||
| Share of profit/(loss) of companies consolidated using the equity method |
-122 | ||
| Result before taxes | 65 192 | ||
| Tax (expenses)/income (2) | -3 930 | ||
| RESULT FOR THE PERIOD FROM CONTINUING OPERATIONS | 61 262 | ||
| Profit/(loss) for the period from discontinued operations | -73 | ||
| Profit/(loss) for the period | 61 189 |
| Proton Therapy and Other Accelerators (EUR 000) |
Dosimetry (EUR 000) |
Group (EUR 000) |
|
|---|---|---|---|
| Non-current assets | 63 258 | 6 326 | 69 584 |
| Current assets | 304 303 | 19 577 | 323 880 |
| Segment assets | 367 561 | 25 903 | 393 464 |
| Investments accounted for using the equity method | 1 888 | ||
| TOTAL ASSETS | 367 561 | 25 903 | 395 352 |
| Non-current liabilities | 24 617 | 1 237 | 25 854 |
| Current liabilities | 195 894 | 9 972 | 205 866 |
| Segment liabilities | 220 511 | 11 209 | 231 720 |
| TOTAL LIABILITIES | 220 511 | 11 209 | 231 720 |
| Other segment information | |||
| Capital expenditure | 3 844 | 461 | |
| Depreciation and impairment of property, plant and equipment | 1 457 | 416 | |
| Depreciation of intangible assets and goodwill | 2 045 | 181 | |
| Salary expenses | 81 297 | 15 868 | |
| Non-cash expenses/(income) | 986 | 1 038 | |
| Headcount at year-end | 962 | 213 |
(1) Unallocated expenses and income mainly consist of expenses for stock option stock
(2) Cash and taxes handled at level and are presented unallocated
The Group's business segments operate in three main geographical areas, Belgium, the United States and the rest of the world.
These geographical segments have been determined on the basis of the economic and political context, the degree of proximity of the business activities, and the specific risks associated with the business activities in a given geographical area.
The sales figures presented below are based on customer location, whereas segment balance sheet items are based on asset location.
| Operations held for | |||||
|---|---|---|---|---|---|
| Belgium | USA | ROW | sale | Group | |
| (EUR 000) | (EUR 000) | (EUR 000) | (EUR 000) | (EUR 000) | |
| YEAR ENDED DECEMBER 31, 2014 | |||||
| Net sales and services* | 1 674 | 78 124 | 140 779 | 0 | 220 577 |
| Non-current assets | 36 241 | 629 | 5 249 | 0 | 42 119 |
| Current assets | 157 899 | 28 215 | 18 733 | 0 | 204 847 |
| Segment assets | 194 140 | 28 844 | 23 982 | 0 | 246 966 |
| Investments accounted for using the equity method |
0 | 0 | 37 032 | 0 | 37 032 |
| Unallocated assets | 23 018 | ||||
| TOTAL ASSETS | 307 056 | ||||
| Capital expenditure (incl. fixed assets from acquisitions in 2014) |
4 145 | 414 | 395 |
| Belgium (EUR 000) |
USA (EUR 000) |
ROW (EUR 000) |
Operations held for sale (EUR 000) |
Group (EUR 000) |
|
|---|---|---|---|---|---|
| YEAR ENDED DECEMBER 31, 2015 | |||||
| Net sales and services* | 2 185 | 105 815 | 162 357 | 0 | 270 357 |
| Non-current assets | 55 675 | 7 895 | 6 014 | 0 | 69 584 |
| Current assets | 278 958 | 15 398 | 29 524 | 0 | 328 880 |
| Segment assets | 334 633 | 23 293 | 35 538 | 0 | 393 464 |
| Investments accounted for using the equity method |
0 | 0 | 1 888 | 0 | 1 888 |
| Unallocated assets | 0 | ||||
| TOTAL ASSETS | 395 352 | ||||
| Capital expenditure (incl. fixed assets from acquisitions in 2015) |
3 629 | 222 | 454 |
*There is no breakdown of sales and services available by geographical sector.
As at December 31, 2015, no customer represents more than 10% of the Group's sales and services.
As at December 31, 2015, the IBA Group consists of IBA SA and 20 companies and associates in 10 countries. 16 of them are fully consolidated and 4 are accounted for using the equity method. The Group has elected not to use the proportional method for joint ventures.
| Change in % | ||||
|---|---|---|---|---|
| Assets held | Country of | Equity | ownership over | |
| NAME | for sale | incorporation | ownership (%) | December 31, 2014 |
| IBA Molecular Holding (BE 0880.070.706) Chemin du Cyclotron, 3, B-1348 LLN |
No | Belgium | 100% | - |
| IBA Participations SPRL (BE 0465.843.290) Chemin du Cyclotron, 3, B-1348 LLN |
No | Belgium | 100% | - |
| IBA Investments SCRL (BE 0471.701.397) Chemin du Cyclotron, 3, B-1348 LLN |
No | Belgium | 100% | - |
| Ion Beam Beijing Applications Co. Ltd. No.6 Xing Guang Er Jie, Beijing OPTO-Mechatronics Industrial Park, 101 111 Tongzhou District, Beijing,China |
No | China | 100% | - |
| Striba GmbH (1) Waidmarkt 11, 50676 KÖLN, GERMANY |
No | Germany | 100% | +50% |
| IBA RadioIsotopes France SAS 59 Blvd Pinel, 69003 LYON |
No | France | 100% | - |
| IBA Dosimetry GmbH Bahnhofstrasse 5, 90592 Schwarzenbruck. Germany |
No | Germany | 100% | - |
| IBA Dosimetry America Inc. 3150 Stage Post Dr. Ste. 110, Bartlett, TN 38133, USA |
No | USA | 100% | - |
| IBA Proton Therapy Inc. 152 Heartland Blvd, Edgewood New York 11717, USA |
No | USA | 100% | - |
| IBA Industrial Inc. 152 Heartland Blvd, Edgewood New York 11717, USA |
No | USA | 100% | - |
| RadioMed Corporation 3149 Stage Post Drive Suite 110, Bartlett, TN 38133, USA |
No | USA | 100% | - |
| IBA USA Inc. 151 Heartland Blvd, Edgewood New York 11717, USA |
No | USA | 100% | - |
| IBA Particle Therapy GmbH Bahnhofstrasse 5, 90592 Schwarzenbruck, Germany |
No | Germany | 100% | - |
| Normandy Hadrontherapy SAS (1) 9 rue Ferdinand Buisson, 14280 Saint-Contest |
No | France | 100% | - |
| LLC Ion Beam Applications 1st Magistralny tupik, 5A 123290 Moscow, Russia |
No | Russia | 100% | - |
| IBA Particle Therapy India Private Limited Office Unit - F, 3rd Floor, Ali Towers, Old No 22, New No. 55, Greams Road, Thousand Lights,, Chennai - 600006, Tamil Nadu, INDIA |
No | India | 100% | - |
(1) On June 26, 2015, IBA acquired 50% additional stakes in Striba GmbH to Strabag GmbH for EUR 1. Since that date, the Company is consolidated in full in place to be consolidated as equity accounted company.
| NAME | Country of incorporation | Equity ownership (%) |
Change in % ownership over December 31, 2014 |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Sceti Medical Labo KK | Japan | 39.80% | - |
| Rose Holding SARL | Luxembourg | 40.00% | - |
| Cyclhad SAS | France | 33.33% | - |
| DISCONTINUING OPERATIONS | |||
| PharmaLogic Pet Services of Montreal Cie | Canada | 48.00% | - |
On December 11, 2015, IBA has signed a definitive agreement for the sale of IBA Molecular (Rose Holding SARL), to Funds advised by CapVest Partners LP ("CapVest"). The closing of the transaction is expected by the end of the first quarter of 2016.
Rose Holding SARL has been accounted using the equity method until November 30, 2015.
IFRS 5, specify that IBA has to reclassify in the income statement as "Profit/(loss) from discontinued operations" and in the statement of financial position as "assets and liabilities held for sale" all of the business over which IBA will lose control.
For years 2014 and 2015, there were no businesses within the Group that met the requirements of reclassification of IFRS 5.
On June 26, 2015, IBA acquired 50% additional stakes in Striba GmbH to Strabag GmbH for EUR 1. Since that date, the Company is consolidated in full in place to be consolidated as equity accounted company.
The financial statements of Striba GmbH were not finalized at the date of publication of IBA's IFRS interim condensed consolidated financial statements, IBA has not been able to determine the net acquired assets and goodwill arising from the purchase of those stakes.
As at December 31, 2015, the net acquired assets and goodwill arising from the purchase of Striba GmbH are presented on the table below:
| (EUR 000) | Fair value | Carrying amount of net acquired assets |
|---|---|---|
| Cash and cash equivalents | 76 | 76 |
| Other receivables | 482 | 672 |
| Other current liabilities | -86 | -86 |
| Net acquired assets | 472 | 662 |
| Price paid | 0 | |
| Fair value of net acquired assets | -472 | |
| Goodwill (+) / Negative goodwill (-) | -472 |
This negative goodwill has been recognized in the income statement in the line items ''other operating income''.
As at December 31, 2015, the contribution of Striba GmbH to the Group REBIT is zero and it would have been the same if the combination had taken place on January 1st, 2015.
On December 11, 2015, Rose Holding SARL (IBA Molecular) was sold to Funds advised by CapVest Partners LP ("CapVest") by IBA and SK Capital Partners.
Rose Holding SARL has therefore been equity accounted until November 30, 2015. The closing of the disposal has taken place in March 2016. (see also note 11).
The assets sold recognized under the heading ''Investments accounted using the equity method'' were as follows:
| Participation | Contingent loan |
Total | |
|---|---|---|---|
| Closing balance December 31, 2014 | 15 076 | 19 449 | 34 525 |
| Share of profit/(loss) of companies consolidated using the equity method | 14 128 | 14 128 | |
| Revaluation of the contingent loan through income statement (see notes 2.3; 3.E; 32.2) | -13 619 | -13 619 | |
| Equity movements of equity accounted investments | -244 | -244 | |
| Dividend received from Rose Holding SARL following disposal of IBA North America | -10 000 | -10 000 | |
| Closing balance November 30, 2015 | 18 960 | 5 830 | 24 790 |
The profit of EUR 14.1 million is primarily related to the sale of IBA North America, Inc. (IBAM NA) to Illinois Health and Science (IHS) signed in April 2015 and closed in July 2015.
In the framework of the disposal of IBA Molecular (Rose Holding SARL) and based on an agreement signed by both parties, the contingent loan has been revaluated at EUR 5.83 million.
The impact of this sale on the Group's cash at the date of the disposal is as follows:
| December 31, 2015 (EUR 000) |
|
|---|---|
| Net assets sold | 24 790 |
| Realized gain on disposal – non cash | -1 070 |
| Realized gain on disposal – cash | 38 595 |
| Other short term receivables | -64 011 |
| Other long term payables | 1 696 |
| Proceed from the sale | 0 |
The gain from the sale is as follows:
| December 31,2015 (EUR 000) |
|
|---|---|
| Other current assets | 62 796 |
| Net assets sold | -24 790 |
| Reserves recycled through the income statement | 2 285 |
| Other current liabilities | -1 696 |
| Total | 38 595 |
In 2014, the Group lost control over Cyclhad SAS due to a call for fund to shareholders to increase the capital of the company. This capital increase had the effect of diluting the stake held by the Group in this company. The Group now owns 33.33% compared to 60% previously.
The main asset and liability categories at the capital increase date were the following:
| October 1, 2014 (EUR 000) | |
|---|---|
| ASSETS | |
| Property, plant and equipment | 5 354 |
| Non-current assets | 5 354 |
| Other receivables | 452 |
| Cash and cash equivalents | 10 |
| Current assets | 462 |
| TOTAL ASSETS | 5 816 |
| LIABILITIES | |
| Trade payables | 5 812 |
| Current liabilities | 5 812 |
| TOTAL LIABILITIES | 5 812 |
Movements of goodwill are detailed as follows:
| As at January 1, 2014 | 3 821 |
|---|---|
| Goodwill impairment | 0 |
| Currency translation difference | 0 |
| As at December 31, 2014 | 3 821 |
| As at January 1, 2015 | 3 821 |
| Goodwill impairment | 0 |
| Currency translation difference | 0 |
| As at December 31, 2015 | 3 821 |
The goodwill generated by an acquisition is allocated to the cash-generating units (CGUs) concerned and an impairment test is carried out annually on the CGUs' fixed assets (including goodwill).
The following table summarizes allocation of the carrying amount of goodwill by business segment:
| Proton therapy and | |||
|---|---|---|---|
| (EUR 000) | Other accelerators | Dosimetry | Group |
| December 31, 2014 | 0 | 3 821 | 3 821 |
| December 31, 2015 | 0 | 3 821 | 3 821 |
| Pre-tax discount rate applied in 2014 | 6.42% | ||
| Long-term growth rate 2014 (2) | 2.60% | ||
| Pre-tax discount rate applied in 2015 (1) | 8.52% | ||
| Long-term growth rate 2015(2) | 2.60% |
(1) Data used for the calculation of pre-tax discount rate applied: cost of equity of 9%, cost of debt of 2%, market value of the IBA Dosimetry GmbH equity of EUR 17 473, market value of IBA Dosimetry GmbH debt of EUR 1 224 and corporate tax rate of 30%.
(2) Rate consistent expected growth in
The recoverable amounts of goodwill have been determined on a "value in use" basis.
Value in use has been determined on the basis of IBA's latest business plans, as approved by the Board of Directors in the context of the strategic plan. The cash flows beyond a four-year period have been extrapolated using the growth rates shown in the table above. Impairment testing uses gross budgeted operational margins estimated by management on the basis of past performance.
The discount rates used reflect the specific risks related to the segments in question.
For the CGU Dosimetry, if the growth rate is decreased by 100 basis points and the discount rate is increased by 100 basis points, the recoverable amount remains greater than the carrying amount of the tested assets. No impairment was identified in 2014 and 2015.
| Patents and | Development | ||||
|---|---|---|---|---|---|
| EUR 000 | Software | trademarks | costs | Other | Total |
| Gross carrying amount as at January 1, 2014 | 16 595 | 109 | 0 | 1 807 | 18 511 |
| Additions | 1 395 | 0 | 0 | 704 | 2 099 |
| Disposals | -214 | 0 | 0 | 0 | -214 |
| Transfers | 34 | 0 | 0 | -34 | 0 |
| Transfers to assets held for sale | 0 | 0 | 0 | 0 | 0 |
| Change in consolidation scope | 0 | 0 | 0 | 0 | 0 |
| Currency translation difference | 104 | 15 | 0 | -42 | 77 |
| Gross carrying amount as at December 31, 2014 | 17 914 | 124 | 0 | 2 435 | 20 473 |
| Accumulated depreciation as at January 1, 2014 | 8 341 | 105 | 0 | 1 000 | 9 446 |
| Additions | 1 889 | 4 | 0 | 64 | 1 957 |
| Disposals | -214 | 0 | 0 | 0 | -214 |
| Transfers | 0 | 0 | 0 | 0 | 0 |
| Transfers to assets held for sale | 0 | 0 | 0 | 0 | 0 |
| Currency translation difference | 99 | 15 | 0 | -8 | 106 |
| Accumulated depreciation as at December 31, 2014 | 10 115 | 124 | 0 | 1 056 | 11 295 |
| Net carrying amount as at January 1, 2014 | 8 254 | 4 | 0 | 807 | 9 065 |
| Net carrying amount as at December 31, 2014 | 7 799 | 0 | 0 | 1 379 | 9 178 |
| Gross carrying amount as at January 1, 2015 | 17 914 | 124 | 0 | 2 435 | 20 473 |
| Additions | 1 691 | 0 | 0 | 130 | 1 821 |
| Disposals | -391 | 0 | 0 | -4 | -395 |
| Transfers | 1 291 | 0 | 0 | -1 291 | 0 |
| Transfers to assets held for sale | 0 | 0 | 0 | 0 | 0 |
| Revaluation | 0 | 0 | 0 | 0 | 0 |
| Currency translation difference | 88 | 14 | 0 | 3 | 105 |
| Gross carrying amount as at December 31, 2015 | 20 593 | 138 | 0 | 1 273 | 22 004 |
| Accumulated depreciation as at January 1, 2015 | 10 115 | 124 | 0 | 1 056 | 11 295 |
| Additions | 2 133 | 0 | 0 | 93 | 2 226 |
| Disposals | -244 | 0 | 0 | 0 | -244 |
| Transfers | 0 | 0 | 0 | 0 | 0 |
| Revaluation | 0 | 0 | 0 | 0 | 0 |
| Currency translation difference | 84 | 14 | 0 | 0 | 98 |
| Accumulated depreciation as at December 31, 2015 | 12 088 | 138 | 0 | 1 149 | 13 375 |
| Net carrying amount as at January 1, 2015 | 7 799 | 0 | 0 | 1 379 | 9 178 |
| Net carrying amount as at December 31, 2015 | 8 505 | 0 | 0 | 124 | 8 629 |
In 2014 and 2015, the majority of the intangible assets involves softwares (mainly SAP, Microsoft licenses and Product Lifecycle Management software).
Amortization expense for intangible assets was recognized in the income statement in the "Cost of sales and services", "Sales and marketing expenses", "General and administrative expenses", "Research and development expenses", and "Other operating expenses" line items.
For details on impairment testing, see Note 8.1.
No impairment of the intangible assets was identified on December 31, 2014 and December 31, 2015.
| machinery and fixtures and tangible fixed Land and equipment vehicles assets buildings EUR 000 Total Gross carrying amount as at January 1, 2014 10 151 6 595 3 129 4 133 24 008 Additions 390 1 775 94 596 2 855 Disposals -87 -926 -205 -401 -1 619 Transfers 102 48 106 -256 0 Changes in consolidation scope 0 0 0 0 0 Transfers to assets held for sale 0 0 0 0 0 |
|---|
| Currency translation difference 21 266 220 76 583 |
| Gross carrying amount as at December 31, 2014 10 577 7 758 3 344 4 148 25 827 |
| Accumulated depreciation as at January 1, 2014 6 298 4 020 2 756 3 278 16 352 |
| Additions 514 837 143 413 1 907 |
| Disposals -87 -916 -194 -397 -1 594 |
| Transfers -3 0 0 3 0 |
| Changes in consolidation scope 0 0 0 0 0 |
| Transfers to assets held for sale 0 0 0 0 0 |
| Currency translation difference 17 241 211 30 499 |
| Accumulated depreciation as at December 31, 2014 6 739 4 182 2 916 3 327 17 164 |
| Net carrying amount as at January 1, 2014 3 853 2 575 373 855 7 656 |
| Net carrying amount as at December 31, 2014 3 838 3 576 428 821 8 663 |
| Gross carrying amount as at January 1, 2015 10 577 7 758 3 344 4 148 25 827 |
| 517 950 64 953 2 484 Additions |
| -105 -1 477 -985 -70 -2 637 Disposals |
| 9 31 6 -46 0 Transfers |
| 0 0 0 0 0 Changes in consolidation scope |
| 0 0 0 0 0 Transfers to assets held for sale |
| 32 259 215 44 550 Currency translation difference |
| 11 030 7 521 2 644 5 029 26 224 Gross carrying amount as at December 31, 2015 |
| 6 739 4 182 2 916 3 327 17 164 Accumulated depreciation as at January 1, 2015 |
| 318 1 001 109 445 1 873 Additions |
| -105 -1 463 -981 -69 -2 618 Disposals |
| 0 0 0 0 0 Transfers |
| 0 0 0 0 0 Changes in consolidation scope |
| 0 0 0 0 0 Transfers to assets held for sale |
| 18 232 196 32 478 Currency translation difference |
| 6 970 3 952 2 240 3 735 16 897 Accumulated depreciation as at December 31, 2015 |
| 3 838 3 576 428 821 8 663 Net carrying amount as at January 1, 2015 |
| 4 060 3 569 404 1 294 9 327 Net carrying amount as at December 31, 2015 |
Other tangible fixed assets mainly include computer hardware and assets under construction. There are no tangible fixed assets subject to title restrictions.
Depreciation expense for tangible assets was recognized in the income statement in the "Cost of sales and services", "Sales and marketing expenses", "General and administrative expenses", "Research and development expenses" and "Other operating expenses" line items.
No impairment was recognized in the 2014 and 2015 financial year.
In 2014 and 2015, the disposals of tangible assets mainly correspond to the scrapping of unused assets by the Group.
IBA holds the following assets under finance lease contracts:
| (EUR 000) | Land and buildings | Plant, machinery and equipment | Furniture, fixtures and vehicles | |||
|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |
| 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | |
| Gross carrying amount | 5 847 | 5 847 | 158 | 89 | 69 | 73 |
| Accumulated depreciation | 3 157 | 3 323 | 146 | 80 | 66 | 73 |
| Net carrying amount | 2 690 | 2 524 | 12 | 9 | 3 | 0 |
Details of lease payments on finance liabilities relating to leased assets are set out in Note 19.2. These amounts are included in tangible fixed assets.
The finance lease contracts at the end of 2015 mainly relate to several buildings located in Louvainla-Neuve, for which call options of EUR 0.2 million may be levied at the end of these contracts.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Investments accounted for using the equity method | 37 072 | 1 888 |
| Other investments | 407 | 7 116 |
| TOTAL | 37 479 | 9 004 |
Equity-accounted companies are listed in Note 5.2.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| As at January 1 | 35 799 | 37 072 |
| Share of profit/(loss) of equity-accounted investments: | ||
| - Continuing operations | -3 404 | 293 |
| - Discontinued operations | 36 | 0 |
| Additions: | ||
| - Continuing operations | 1 503 | 0 |
| - Discontinued operations | 0 | 0 |
| Disposals : | ||
| - Continuing operations | 0 | -24 790 |
| - Discontinued operations | 0 | 0 |
| Impact of margin elimination on tangible assets | -234 | -566 |
| Dividend received | 0 | -10 000 |
| Transfers to assets held for sale | -36 | 0 |
| Equity movements of equity accounted investments : | ||
| - Continuing operations | 3 409 | -121 |
| - Discontinued operations | 0 | 0 |
| Currency translation difference | -1 | 0 |
| As at December 31 | 37 072 | 1 888 |
On January 9, 2012, IBA and SK Capital Partners, a private investment fund based in the United States, announced that they had signed an agreement to create Rose Holding SARL, a company regrouping the assets and liabilities held for sale from IBA's Radiopharmaceutical division.
Since April 2, 2012, SK Capital Partners holds 60% of the new venture and IBA 40% (acquisition value of EUR 21.3 million).
On December 11, 2015, IBA has signed a definitive agreement for the sale of IBA Molecular (Rose Holding SARL), to Funds advised by CapVest Partners LP ("CapVest"). The closing of the transaction is expected by the end of the first quarter of 2016.
As a reminder, in August 2015, IBA also announced that the US activities of IBA Molecular had been acquired by Illinois Health and Science.
In 2012, in the context of establishing and financing IBA Molecular (Rose Holding SARL), the Group granted a loan to the Rose Holding SARL which has been treated as quasi-equity and recognized in investments accounted for using the equity method until November 30, 2015 (EUR 19.45 million at December 31, 2014). In the framework of the disposal of IBA Molecular and based on an agreement signed by both parties, this derivative has been revaluated at EUR 5.83 million (see also 32.2 and 3.E).
IBA Molecular (Rose Holding SARL) has been accounted using for the equity method until November 30, 2015.
The Group's holdings in its principal associates, all of which are unlisted, are as follows:
| (EUR 000) | Country | Assets | Liabilities | Revenue | Profit/(Loss) | % Interest |
|---|---|---|---|---|---|---|
| 2014 | ||||||
| CONTINUING OPERATIONS | ||||||
| Striba GmbH | Germany | 5 661 | 4 982 | 0 | -14 | 50.0% |
| Sceti Medilabo KK | Japan | 4 751 | 3 518 | 5 852 | 13 | 39.8% |
| Rose Holding SARL | Luxembourg | 257 004 | 218 576 | 188 470 | -13 723 | 40.0% |
| Cyclhad SAS | France | 16 383 | 11 873 | 0 | 0 | 33.33% |
| IBA Molecular Compounds | Luxembourg | N/A | N/A | N/A | N/A | 0.0% |
| Development SARL | ||||||
| DISCONTINUING OPERATIONS | ||||||
| PharmaLogic Pet Services of | Canada | 2 660 | 2 188 | 1 574 | 10 728 | 48.0% |
| Montreal Cie. | ||||||
| 2015 | ||||||
| CONTINUING OPERATIONS | ||||||
| Sceti Medilabo KK | Japan | 5 266 | 4 450 | 3 417 | -539 | 39.8% |
| Rose Holding SARL (1) | Luxembourg | 213 488 | 165 038 | 168 706 | 35 634 | 40.0% |
| Cyclhad SAS | France | 39 898 | 35 388 | 0 | 0 | 33.33% |
| DISCONTINUING OPERATIONS | ||||||
| PharmaLogic Pet Services of Montreal Cie. (2) |
Canada | 379 | 247 | 0 | -157 | 48.0% |
(1) Financials statement as of November 30, 2015.
(2) The activity of the company was sold in March 2014 through an asset deal.
Financial position of material equity-accounted investments:
| Sceti Medilabo KK | Rose Holding SARL | Cyclhad SAS | |
|---|---|---|---|
| (JPY 000) December 31, 2015 |
(EUR 000) November 30, 2015 |
(EUR 000) December 31, 2015 |
|
| ASSETS | |||
| Property, plant and equipment | 482 987 | 69 581 | 18 931 |
| Intangible assets and goodwill | 2 057 | 19 508 | 0 |
| Investments accounted for using equity method | 0 | 99 | 0 |
| Other receivables | 0 | 47 212 | 0 |
| Available for sale and other investments | 0 | 0 | 0 |
| Deferred tax assets | 0 | 0 | 0 |
| Non-current assets | 485 044 | 136 400 | 18 931 |
| Inventories | 56 566 | 12 451 | 0 |
| Current tax receivables | 19 085 | 0 | 0 |
| Trade receivables | 85 061 | 40 966 | 0 |
| Other receivables | 27 687 | 14 797 | 499 |
| Cash and cash equivalents | 16 795 | 8 874 | 20 468 |
| Current assets | 205 194 | 77 088 | 20 967 |
| TOTAL ASSETS | 690 239 | 213 488 | 39 898 |
| EQUITY AND LIABILITIES | |||
| Equity attributable to owners of the company | 107 025 | 47 009 | 4 510 |
| Non-controlling interests | 0 | 1 441 | 0 |
| Equity | 107 025 | 48 450 | 4 510 |
| Loans and borrowings | 360 000 | 17 863 | 0 |
| Employee benefits | 0 | 24 850 | 0 |
| Other liabilities | 0 | 1 | 34 113 |
| Provisions | 0 | 49 699 | 0 |
| Deferred tax liabilities | 0 | 221 | 0 |
| Non-current liabilities | 360 000 | 92 634 | 34 113 |
| Current tax liabilities | 1 137 | 2 719 | 0 |
| Loans and borrowings | 0 | 7 164 | 319 |
| Derivative financial instruments | 0 | 0 | 0 |
| Trade payables | 54 792 | 26 668 | 941 |
| Other payables | 167 285 | 26 685 | 15 |
| Employee benefits | 0 | 1 623 | 0 |
| Provisions | 0 | 7 545 | 0 |
| Current liabilities | 223 214 | 72 404 | 1 275 |
| TOTAL LIABILITIES | 690 239 | 213 488 | 39 898 |
Income statement of material equity-accounted investments:
| Sceti Medilabo KK (JPY 000) December 31, 2015 |
Rose Holding SARL (EUR 000) November 30, 2015 |
Cyclhad SAS (EUR 000) December 31, 2015 |
|
|---|---|---|---|
| INCOME STATEMENT | |||
| Sales | 459 156 | 168 706 | 0 |
| Cost of sales (-) | -226 078 | -124 070 | 0 |
| Gross profit | 233 078 | 44 636 | 0 |
| Operating expenses (-) | -294 455 | -35 765 | 0 |
| Other income | 800 | 0 | 0 |
| Other (expenses) | -9 348 | -3 257 | 0 |
| Result from operating activities | -69 925 | 5 614 | 0 |
| Financial income | 1 910 | 38 890 | 0 |
| Financial (expenses) | -4 020 | -5 928 | 0 |
| Share of result of investments accounted for using the equity method |
0 | -32 | 0 |
| Result before tax | -72 035 | 38 544 | 0 |
| Tax income/(expenses) | -360 | -2 910 | 0 |
| Net result for the period from continuing operations | -72 395 | 35 634 | 0 |
| Depreciation and amortization | 35 076 | 12 626 | 0 |
Other comprehensive income of material equity-accounted investments:
| Sceti Medilabo KK (JPY 000) December 31, 2015 |
Rose Holding SARL (EUR 000) November 30, 2015 |
Cyclhad SAS (EUR 000) December 31, 2015 |
|
|---|---|---|---|
| Profit/ (loss) for the period | -72 395 | 35 634 | 0 |
| Items that will not be reclassified subsequently to profit or loss | |||
| Remeasurements of defined benefit liability | 0 | 0 | 0 |
| Income tax on items that will not be reclassified to profit or loss | 0 | 0 | 0 |
| Total items that will not be reclassified to profit or loss | 0 | 0 | 0 |
| Items that may be reclassified subsequently to profit or loss | |||
| Change in fair value of cash flow hedges | 0 | 93 | 0 |
| Changes in fair value of assets held to cover the funding of decommissioning liabilities |
0 | -1 786 | 0 |
| Foreign currency translation adjustments | 0 | 1 083 | 0 |
| Total items that may be reclassified to profit or loss | 0 | -610 | 0 |
| Other comprehensive income for the period, net of tax | 0 | -610 | 0 |
| Total comprehensive income for the period | -72 395 | 35 024 | 0 |
The "Other investments" are comprised of shares of unlisted companies. These shares are reassessed either on the basis of the discount method for expected future cash flows, or on the basis of the value granted to them during the most recent operation to raise additional capital or from valuation by independent third parties.
| (EUR 000) | TOTAL |
|---|---|
| As at December 31, 2014 | 407 |
| Equity stake acquisition | 7 083 |
| Equity stake disposal | -20 |
| Movements through reserves | 0 |
| Impairment | -354 |
| As at December 31, 2015 | 7 116 |
In 2015, the Group has taken a stake of 7.58% (GBP 5 million) in Proton Partners International (PPI) with which the Group has signed contracts to install three Proteus®ONE in private clinics in the United Kingdom: one in Newport (Wales), one in Newcastle (England) and a third location to be identified at a later stage.
The Group recognizes deferred tax assets on unused losses carried forward to the extent that the taxable profit against which these assets are available can be used. The amounts recognized in the balance sheet are prudent estimates made on the basis of recent financial plans approved by the Board of Directors and depend on certain judgments with respect to the amounts and location of the future taxable profits of the Group's subsidiaries and parent company. The period used for estimates of the future taxable profits taken into account for the recognition of deferred tax assets is 4 years. The assumptions taken in consideration in the financial plans are as follow: in 2016, IBA expects to achieve a revenue growth greater than 20%, and double digit annual growth is anticipated thereafter. The Company expects its operating margin to be 11% in 2016, increasing to 13%-15% by 2018.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| DEFERRED TAX ASSETS | ||
| - Deferred tax assets to be recovered after 12 months – Tax losses on carry-forward | 14 219 | 20 477 |
| - Deferred tax assets to be recovered after 12 months - temporary differences | 1 020 | 0 |
| - Deferred tax assets to be recovered within 12 months - Tax losses on carry-forward | 3 319 | 0 |
| - Deferred tax assets to be recovered within 12 months - temporary differences | 4 460 | 2 744 |
| TOTAL | 23 018 | 23 221 |
| DEFERRED TAX LIABILITIES | ||
| - Deferred tax liabilities to be paid after 12 months - temporary differences | 697 | 697 |
| - Deferred tax liabilities to be paid within 12 months - temporary differences | 157 | 0 |
| TOTAL | 854 | 697 |
| Net deferred tax assets | 22 164 | 22 524 |
In 2015, the recognized temporary differences are mainly related to taxable deferred revenues, nondeductible allowance for doubtful accounts, expenses accrual and inventory in the United States entities.
In 2014, the recognized temporary differences are mainly related to non-deductible provisions in Belgian entity and to taxable deferred revenues, nondeductible allowance for doubtful accounts, expenses accrual and inventory in the United States entities.
| (EUR 000) | TOTAL |
|---|---|
| DEFERRED TAX ASSETS | |
| As at January 1, 2014 | 18 044 |
| Credited/(charged) to the income statement | 4 689 |
| Transfers to assets held for sale | 0 |
| Currency translation difference | 285 |
| As at December 31, 2014 | 23 018 |
| Credited/(charged) to the income statement | -50 |
| Transfers to assets held for sale | 0 |
| Currency translation difference | 253 |
| As at December 31, 2015 | 23 221 |
| (EUR 000) | TOTAL |
|---|---|
| DEFERRED TAX LIABILITIES | |
| As at January 1, 2014 | 711 |
| (Credited)/charged to the income statement | 143 |
| Transfers to liabilities directly related to assets held for sale | 0 |
| Currency translation difference | 0 |
| As at December 31, 2014 | 854 |
| (Credited)/charged to the income statement | -157 |
| Transfers to liabilities directly related to assets held for sale | 0 |
| Currency translation difference | 0 |
| As at December 31, 2015 | 697 |
Deferred tax assets are recognized as tax loss carryforwards to the extent that it is likely that they can be recovered through future earnings. Note 3.A explains the estimates and judgments used by IBA in making this assessment.
On December 31, 2015, EUR 10.9 million of deferred taxes were not recognized as assets in the balance sheet (EUR 12.7 million in 2014).
Tax losses and corresponding temporary differences have no expiry dates.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Long-term receivables on contracts in progress | 925 | 882 |
| Research tax credit | 6 694 | 7 643 |
| Other assets | 12 920 | 8 166 |
| TOTAL | 20 539 | 16 691 |
As at December 31, 2015, "Other assets" mainly consists of EUR 0.7 million in receivables with associated company, a loan (principal and interest) and receivables for a total amount of EUR 7.0 million in a company in which the Group holds a participation and bank deposits to EUR 0.4 million.
As at December 31, 2014, "Other assets" primarily consists of EUR 2.5 million in receivables with associated companies, a loan to third party investment for EUR 3.8 million, a vendor loan reimbursable over a maximum of seven years ending on October 31, 2020 for EUR 5.2 million and a discounted Earn-out related to the disposal of Pharmalogic Montreal assets concluded in March 2014 for EUR 1.2 million. The discounted earn-out if and when certain Bioassays's long term receivables are collected of EUR 0.8 million has been reclassified during the year to other current receivables.
Work in progress relates to production of inventory for which a customer has not yet been secured, while contracts in progress relate to production for specific customers in performance of a signed contract.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Raw materials and supplies | 50 085 | 50 872 |
| Finished products | 3 671 | 6 178 |
| Work in progress | 2 441 | 3 353 |
| Contracts in progress | 42 798 | 47 202 |
| Write-off of inventories | -7 264 | -7 646 |
| Inventories and contracts in progress | 91 731 | 99 959 |
| Costs to date and recognized revenue | 391 140 | 519 437 |
| Less : progress billings | -348 342 | -472 235 |
| Contracts in progress | 42 798 | 47 202 |
| Net amounts due to customers for contracts in progress (Note 24) | 81 237 | 104 620 |
As at December 31, 2014 and 2015 there are no contracts in progress set as a warranty to cover the financing of a proton therapy contract.
Trade account receivables are detailed as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Amounts invoiced on contracts in progress but for which payment has not yet been received at balance sheet date |
5 472 | 2 686 |
| Other trade receivables | 52 548 | 60 058 |
| Impairment of trade receivables (-) | -3 221 | -2 806 |
| TOTAL | 54 799 | 59 938 |
Other trade receivables include a sum of EUR 730 (EUR 915 in 2014) for receivables assumed under the agreement with SK Capital Partners. Their due payment date is not included in the table below.
As at December 31, the repayment schedule for trade receivables (excluding impairments) was as follows:
| (EUR 000) | TOTAL | not due | < 30 days | 30-59 | 60-89 | 90-179 | 180-269 | 270-360 | > 1 year |
|---|---|---|---|---|---|---|---|---|---|
| 2014 | 57 105 | 30 065 | 6 029 | 1 320 | 6 608 | 3 258 | 2 510 | 3 667 | 3 648 |
| 2015 | 62 015 | 27 052 | 8 490 | 13 391 | 2 370 | 1 711 | 497 | 303 | 8 201 |
As at December 31, 2015, trade receivable impairments totaled EUR 2.8 million. Changes in the provision for doubtful debts for the past two years are as follows:
| (EUR 000) | |
|---|---|
| As at January 1, 2014 | 2 796 |
| Charge for the year | 812 |
| Utilizations | -43 |
| Write-backs | -488 |
| Reclassification | 0 |
| Change in the consolidation scope | 0 |
| Currency translation difference | 144 |
| As at December 31, 2014 | 3 221 |
| Charge for the year | 707 |
| Utilizations | -488 |
| Write-backs | -756 |
| Reclassification | 0 |
| Change in the consolidation scope | 0 |
| Currency translation difference | 122 |
Other receivables on the balance sheet primarily involve advance payments on orders, deferred charges and accrued income.
Other receivables are detailed as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Non-trade receivables and advance payments | 10 046 | 11 927 |
| Deferred charges | 1 101 | 1 175 |
| Accrued income | 769 | 824 |
| Current income tax receivable | 3 211 | 1 455 |
| Other current receivables | 5 143 | 66 465 |
| TOTAL | 20 270 | 81 846 |
As at December 31, 2015, the "Other current receivables" heading is mainly composed a discounted earn-out related to the disposal of Pharmalogic Montreal assets concluded in March 2014 for EUR 1.15 million, the receivable resulting from the disposal in December 2015 of IBA Molecular by IBA and SK Capital Partners to Funds advised by CapVest Partners LP ("CapVest") for EUR 64 million and ''research tax credit" for EUR 0.94 million.
As at December 31, 2015, the ''Current income tax receivable'' heading is composed by tax asset in the United States for EUR 0.26 million, in Germany for EUR 1.18 million.
As at December 31, 2014, the "Other current receivables" heading is mainly composed of a receivable related to an earn-out in relation with the disposal of Cisbio Bioassays business amounting to EUR 0.93 million (the amount was transferred in 2014 from heading ''Other long-term assets''), short term part of a vendor loan repayable over a maximum of seven years based on an allocation of 60% of the Bioassays's EBIT above a certain threshold of EUR 1.18 million, an amount of EUR 1.56 million related to the sale of the Radiopharmaceutical business (assets that will flow back when the provision is used) and ''research tax credit" of EUR 0.85 million.
As at December 31, 2014, the ''Current income tax receivable'' heading is composed by tax assets in the United States for EUR 1.0 million, in Germany for EUR 2.1 million and in China EUR 0.1 million.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Bank balances and cash | 24 142 | 38 672 |
| Accounts with restrictions shorter than 3 months | 7 | 0 |
| Short-term bank deposits | 13 027 | 43 043 |
| CASH AND CASH EQUIVALENTS - CONTINUING OPERATIONS | 37 176 | 81 715 |
| Cash and cash equivalents attributable to discontinued operations (Note 6) | 0 | 0 |
| CASH AND CASH EQUIVALENTS - CONTINUING OPERATIONS AND DISCONTINUED OPERATIONS |
37 176 | 81 715 |
As at December 31, 2015, the effective interest rate on the cash position was 0.21% (0.21% in 2014). Short-term deposits have an average maturity of less than 30 days.
| Number of shares | Issued capital stock (EUR) |
Capital surplus (EUR) |
Treasure shares (EUR) |
Total (EUR) | |
|---|---|---|---|---|---|
| Balance as at January 1, 2014 | 27 635 439 | 38 787 348 | 25 650 968 | -8 612 421 | 55 825 895 |
| Stock options exercised | 237 533 | 333 446 | 1 511 388 | 0 | 1 844 834 |
| Capital decreases (other) | 520 832 | 730 987 | 5 269 013 | 0 | 6 000 000 |
| Other | 0 | 0 | 0 | 0 | 0 |
| Balance as at December 31, 2014 | 28 393 804 | 39 851 781 | 32 431 369 | -8 612 421 | 63 670 729 |
| Stock options exercised | 721 263 | 1 012 405 | 4 897 371 | 0 | 5 909 776 |
| Capital increases (other) | 0 | 0 | 0 | 0 | 0 |
| Disposal of treasury shares | 0 | 0 | 0 | -110 442 | -110 442 |
| Other | 0 | 0 | 0 | 0 | 0 |
| Balance as at December 31, 2015 | 29 115 067 | 40 864 186 | 37 328 740 | -8 501 979 | 69 690 947 |
As at December 31, 2015, 66.55% of IBA's stock was ''trading'' on Euronext. Full details of the Group's shareholders are set out in the section "The stock market and shareholders" on page 157 of this annual report.
On June 30, 2014, the Group has strengthened his equity with a capital increase from two leading regional and federal investment companies in Belgium for a total amount of EUR 6 million (EUR 5 million from S.R.I.W. and 1 million from S.F.P.I.) and with a ''reverse convertible bond'' subscribed by S.R.I.W. for EUR 5 million. 10 million were used to repay outstanding bank loans.
December 31, 2015 was the latest date for converting the bond into equity. The Group has decided to not exercise its right to convert in capital the ''reverse convertible bond''. As consequence, the ''reverse convertible bond'' has been reclassified from equity to bank and other borrowings.
A new subordinated facility bond of EUR 9 million has been granted by S.F.P.I (undrawn as at December 31, 2015).
The IBA's Board of Directors will recommend to the general assembly, the distribution to shareholders of a total dividend of EUR 1.39 per share (about EUR 41.1 million), representing the 30% payout on the recurring profit and most of the capital gain on the IBA Molecular transaction.
Group employees and Management can purchase or obtain IBA stock through various stock option and stock plans. Option strike prices are set at the market price of the underlying stock on the date of grant. In the case of the stock plans, the benefit awarded is either the market value of the stock at the grant date or a discount of 16.67 % on the value of the stock at the grant date. Stock ownership vests irrevocably on the date of grant.
However, stock must be held for three years following grant. In the case of stock option plans, the fair value of the benefit awarded is measured using the Black & Scholes model, as described below. The benefit granted is recognized as an employee expense, and the share-based payment reserve is increased accordingly.
As at December 31, 2015, IBA had 5 stock option plans in place.
Stock option plans launched from 2002 to 2012 have the following vesting scheme: 20 percent vesting at grant date + 1 year, 40 percent at grant date + 2 years, 60 percent at grant date + 3 years, 80 percent at grant date + 4 years and 100 percent at grant date +5 years.
In 2013, no stock option plan has been launched.
Stock option plans launched in 2014 and 2015 have the following vesting scheme: 100 percent vesting as at December 31, 2018.
Details of the plans launched in 2015 and 2014 are given in this section.
| December 31, 2014 | December 31, 2015 | |
|---|---|---|
| Type of plan | Stock option | Stock option |
| Date of grant | 30/08/2014 | 31/12/2015 |
| Number of options granted | 196 500 | 50 000 |
| Exercise price | 11.52 | 31.84 |
| Share price at date of grant | 11.69 | 32.61 |
| Contractual life (years) | 10 | 9 |
| Settlement | Shares | Shares |
| Expected volatility | 37.06% | 37.00% |
| Expected option life at grant date (years) | 7 | 6 |
| Risk-free interest rate | 0.67% | 0.88% |
| Expected dividend (stated as % of share price at grant date) | 0% | 0.5% |
| Expected departures at grant date | 0% | 0% |
| Fair value per granted option at grant date | 4.63 | 11.55 |
| Valuation model | Black & Scholes | Black & Scholes |
The Company uses the Black & Scholes model to valuate options, with no vesting conditions other than time. Expected volatility for the stock option plans is based on historical volatility determined by statistical analysis of daily share price movements. The fair value of shares for the stock option plans was based on the average share price for the 30 days preceding the grant date.
As at December 31, 2015, a charge of EUR 0.57 million was recognized in the pre-tax financial statements for employee stock options (EUR 0.63 million in 2014).
The stock options outstanding as at December 31 have the following expiration dates and exercise prices:
| December 31, 2014 | December 31, 2015 | |||
|---|---|---|---|---|
| Expiration date | Exercise price (EUR) |
Number of stock options |
Exercise price (EUR) |
Number of stock options |
| September 30, 2015 | 13.64 | 101 292 | 13.64 | 0 |
| September 30, 2015 | 8.26 | 256 725 | 8.26 | 0 |
| September 30, 2016 | 19.94 | 65 400 | 19.94 | 39 219 |
| September 30, 2016 | 7.80 | 312 885 | 7.80 | 143 979 |
| September 30, 2017 | 5.10 | 638 176 | 5.10 | 355 127 |
| September 30, 2018 | 4.78 | 504 697 | 4.78 | 487 487 |
| June 30, 2024 | 11.52 | 196 500 | 11.52 | 196 500 |
| June 30, 2024 | 31.84 | 50 000 | ||
| TOTAL outstanding stock options | 2 075 675 | 1 272 312 |
Please note that, on February 24, 2015, IBA decided to shift the exercise periods for SOPs 2006, 2007, 2009, 2010, 2011, 2012 and 2014. The exercise periods of March, June and September were shifted to April, July and October respectively, so as to have the four exercise periods well distributed along the year (January, April, July and October).
Please note that IBA decided on August 26, 2015 to render the current SOPs exercisable on a continued period (outside of anti-insider dealing black out period and outside one additional technical black out period) as from October 1st, 2015.
Stock option movements can be summarized as follows:
| December 31, 2015 | |||
|---|---|---|---|
| Average exercise price in EUR per share |
Number of stock options |
Average exercise price in EUR per share |
Number of stock options |
| 7.28 | 2 212 335 | 7.31 | 2 075 675 |
| 11.52 | 196 500 | 31.84 | 50 000 |
| 7.32 | -132 100 | ||
| 7.77 | -237 533 | 8.18 | -721 263 |
| 14.18 | -95 627 | 0 | |
| 7.31 | 2 075 675 | 7.78 | 1 272 312 |
| 977 169 | 693 287 | ||
| December 31, 2014 |
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Hedging reserves | -2 891 | -3 236 |
| Other reserves - value of stock option plans and share-based compensation | 14 167 | 14 736 |
| Other reserves - Reserves movements of investments accounted for using the equity method | 4 335 | 0 |
| Other reserves – reverse convertible bond S.R.I.W. | 5 000 | 0 |
| Other reserves – other | 175 | 175 |
| Other reserves - fair value adjustment of available-for-sale investments | 0 | 0 |
| Actuarial reserves | 0 | 0 |
| Reserves for assets held for sale | 0 | 0 |
| Currency translation difference | -3 725 | -1 993 |
| Retained earnings | 26 794 | 84 259 |
According to the Belgian Company Code, the legal reserve must equal at least 10% of the Company's capital stock. Until such time as this level is attained, a top slice of at least one twentieth of the net profit for the year (determined according to Belgian accounting law) must be allocated to building this reserve fund.
The hedging reserve includes changes in the fair value of financial instruments used to hedge cash flows of future transactions.
Cumulative translation difference includes differences related to the translation of financial statements of consolidated entities whose functional currency is not the euro. It also includes foreign exchange differences arising from long-term loans that are part of the Group's net investment in foreign operations.
In 2015, a profit of EUR 0.15 million on the retranslation of these loans were reclassified to equity in order to offset the loss arising from the translation of these loans between subsidiaries of the Group (loss of EUR -0.38 million in 2014).
In 2015, the decrease of ''Other reserves – Reserves movements of investments accounted for using the equity method'' is related to the disposal of IBA Molecular by IBA and SK Capital Partners to Funds advised by CapVest Partners LP ("CapVest").
In 2015, the decrease of ''Other reserves – reverse convertible bond SRIW'' ties to the transfer in bank and other borrowings further to the non-conversion of this loan into capital by the Group at 31 December 2015.As at December 31, 2014 and 2015, the following loans between subsidiaries are designated as the Group's permanent financing in foreign operations:
In 2015, the movement of the currency translation adjustment includes EUR -0.33 million from the technical recycling of currency translation adjustment to the income statement further to the disposal by IBA and SK Capital Partners of IBA Molecular (IAS 21.48).
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Non-current | ||
| Bank and other borrowings (Note 19.1) | 26 250 | 15 000 |
| Financial lease liabilities (Note 19.2) | 429 | 220 |
| TOTAL | 26 679 | 15 220 |
| Current | ||
| Short-term bank loans | 0 | 0 |
| Bank and other borrowings (Note 19.1) | 5 000 | 16 250 |
| Financial lease liabilities (Note 19.2) | 196 | 204 |
| TOTAL | 5 196 | 16 454 |
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Non-current | 26 250 | 15 000 |
| Current | 5 000 | 16 250 |
| TOTAL(2) | 31 250 | 31 250 |
The bank and other borrowings include loans from European Investment Bank (EUR 16.25 million) and from S.R.I.W. (EUR 15 million). For more details see notes 2.4 and 2.1.3.
Changes in bank and other borrowings are as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Opening balance | 46 250 | 31 250 |
| New borrowings | 0 | 5 000 |
| Repayment of borrowings | -15 000 | -5 000 |
| Transfers to liabilities directly related to assets held for sale | 0 | 0 |
| Currency translation difference | 0 | 0 |
| Closing balance(1) | 31 250 | 31 250 |
The maturities of bank and other borrowings are detailed as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| One year or less | 5 000 | 16 250 |
| Between 1 and 2 years | 5 000 | 0 |
| Between 2 and 5 years | 12 679 | 5 000 |
| Over 5 years | 8 571 | 10 000 |
| TOTAL | 31 250 | 31 250 |
The minimum payments of bank and other borrowings are as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| One year or less | 6 293 | 17 184 |
| Between 1 and 5 years | 20 883 | 7 735 |
| Over 5 years | 9 874 | 11 194 |
| 37 050 | 36 113 | |
| Future interest expense on bank and other borrowings (-) | -5 800 | -4 863 |
| TOTAL | 31 250 | 31 250 |
Including 2 subordinated loans of EUR 15 million from S.R.I.W.at end 2015 (1 loan of EUR 10 million at end 2014).
The effective interest rates for bank and other borrowings at the balance sheet date are as follows:
| December 31, 2015 | December 31, 2014 | ||
|---|---|---|---|
| EUR USD |
USD | EUR | |
| Bank debts 4.14% N/A 3.33% |
N/A |
The carrying amounts of the Group's borrowings are denominated in the following currencies:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| EUR | 31 250 | 31 250 |
| USD | 0 | 0 |
| TOTAL | 31 250 | 31 250 |
Utilized credit facilities are as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| FLOATING RATE | ||
| – expiring within one year | 5 000 | 16 250 |
| – expiring beyond one year | 16 250 | 0 |
| TOTAL FLOATING RATE | 21 250 | 16 250 |
| FIXED RATE | ||
| – expiring within one year | 0 | 0 |
| – expiring beyond one year | 10 000 | 15 000 |
| TOTAL FIXED RATE | 10 000 | 15 000 |
| TOTAL | 31 250 | 31 250 |
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| FLOATING RATE | ||
| – expiring within one year | 30 000 | 30 000 |
| – expiring beyond one year | 0 | 0 |
| TOTAL FLOATING RATE | 30 000 | 30 000 |
| FIXED RATE | ||
| – expiring within one year | 9 000 | 9 000 |
| – expiring beyond one year | 0 | 0 |
| TOTAL FIXED RATE | 9 000 | 9 000 |
| TOTAL | 39 000 | 39 000 |
The facilities expiring within one year are annual facilities subject to review at various dates during the 12 months following the end of the financial year.
The other facilities have been arranged to help to finance the proposed expansion of the Group's activities.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Non-current | 429 | 220 |
| Current | 196 | 204 |
| TOTAL | 625 | 424 |
Changes in financial lease liabilities are as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Opening balance | 822 | 625 |
| New borrowings | 0 | 0 |
| Repayment of borrowings | -199 | -201 |
| Transfers to liabilities directly related to assets held for sale | 0 | 0 |
| Currency translation difference | 2 | 0 |
| Closing balance | 625 | 424 |
Minimum lease payments on financial lease liabilities are as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| One year or less | 230 | 225 |
| Between 1 and 5 years | 455 | 230 |
| Over 5 years | 0 | 0 |
| TOTAL | 685 | 455 |
| Future financial charges on financial leases (-) | -60 | -31 |
| Present value of financial lease liabilities | 625 | 424 |
The present value of financial lease liabilities is as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| One year or less | 196 | 204 |
| Between 1 and 5 years | 429 | 220 |
| Over 5 years | 0 | 0 |
| TOTAL | 625 | 424 |
The carrying amounts of financial lease liabilities are denominated in the following currencies:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| EUR | 612 | 419 |
| CNY | 0 | 0 |
| USD | 13 | 5 |
| TOTAL | 625 | 424 |
As at December 31, 2015, the average interest rate paid on financial lease debts was 4.02% (4.02% in 2014).
| Environment | Warranties | Litigation Defined employee benefits |
Other employee benefits |
Other | Total | ||
|---|---|---|---|---|---|---|---|
| As at January 1, 2014 | 5 404 | 3 834 | 0 | 0 | 179 | 21 418 | 30 835 |
| Additions (+) | 795 | 2 619 | 0 | 0 | 44 | 314 | 3 772 |
| Write-backs (-) | 0 | -1 415 | 0 | 0 | 0 | -2 016 | -3 431 |
| Utilizations (-) | 0 | -1 763 | 0 | 0 | -88 | -12 645 | -14 496 |
| Actuarial (gains)/losses generated during the year |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Reclassifications | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Transfers to liabilities directly related to assets held for sale |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Currency translation difference |
0 | 10 | 0 | 0 | 0 | 77 | 87 |
| Total movement | 795 | -549 | 0 | 0 | -44 | -14 270 | -14 068 |
| As at December 31, 2014 | 6 199 | 3 285 | 0 | 0 | 135 | 7 148 | 16 767 |
| Environment | Warranties | Litigation | Defined employee benefits |
Other employee benefits |
Other | Total | |
|---|---|---|---|---|---|---|---|
| As at January 1, 2015 | 6 199 | 3 285 | 0 | 0 | 135 | 7 148 | 16 767 |
| Additions (+) | 0 | 3 399 | 140 | 0 | 2 460 | 899 | 6 898 |
| Write-backs (-) | -5 572 | -1 912 | 0 | 0 | 0 | -632 | -8 116 |
| Utilizations (-) | -69 | -1 208 | 0 | 0 | -66 | -1 380 | -2 723 |
| Actuarial (gains)/losses generated during the year |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Reclassifications | 0 | 301 | 0 | 0 | 0 | -301 | 0 |
| Transfers to liabilities directly related to assets held for sale |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Currency translation difference |
0 | 7 | 0 | 0 | 0 | 70 | 77 |
| Total movement | -5 641 | 587 | 140 | 0 | 2 394 | -1 344 | -3 864 |
| As at December 31, 2015 | 558 | 3 872 | 140 | 0 | 2 529 | 5 804 | 12 903 |
Provisions for decommissioning costs related to the Group sites where radiopharmaceutical agents are produced have been recognized where an obligation exists to incur these costs. These provisions are measured at the net present value of the best estimate of the costs that will need to be incurred. For more information on these provisions, see Note 3 of this report.
Movements can be detailed as follows:
Provisions for warranties cover warranties for machines sold to customers.
Movements can be detailed as follows:
Other employee benefits provisions as at December 31, 2015 consisted primarily of the following:
Ø An amount of EUR 2.4 million relating the Group Long Term Incentive plan (for more information see note 3.G).
Details of the main movements are as follows:
Ø New provisions amounting to EUR 2.4 million for the Group Long Term Incentive plan.
Other provisions as at December 31, 2015 consisted primarily of the following:
Ø An amount of EUR 1.05 million relating to nonrecurring commitments on proton therapy projects, an amount of EUR 2.8 million covering the Group's commitments under the agreement with SK Capital Partners, an amount of EUR 1.1 million covering tax risks and an amount of EUR 0,85 million covering an unrecoverable risk in full on a contractual commitment on a proton therapy project.
Details of the main movements are as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Advances received from local government | 302 | 88 |
| Other | 2 764 | 3 074 |
| TOTAL | 3 066 | 3 162 |
In 2015, the Group received new advances from the local government amounting to EUR 0.03 million, has transferred local government advances to short term for EUR 0.25 million and recorded long-term contractual obligations related to proton therapy projects for EUR 0.3 million.
In 2014, the Group received new advances from the local government amounting to EUR 0.05 million and recorded long-term contractual obligations related to proton therapy projects for EUR 2.8 million.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| HEDGE-ACCOUNTED FINANCIAL INSTRUMENTS | ||
| - Forward foreign exchange contracts | 1 | 286 |
| - Foreign exchange rate swaps | 0 | 0 |
| - Interest rate caps | 0 | 0 |
| INSTRUMENTS RECOGNIZED AT FAIR VALUE | ||
| - Forward foreign exchange contracts | 0 | 44 |
| - Foreign exchange rate swaps | 380 | 92 |
| Short-term financial assets | 381 | 422 |
| HEDGE-ACCOUNTED FINANCIAL INSTRUMENTS | ||
| - Forward foreign exchange contracts | 1 | 779 |
| Long-term financial assets | 1 | 779 |
| HEDGE-ACCOUNTED FINANCIAL INSTRUMENTS | ||
| - Forward foreign exchange contracts | 1 131 | 1 592 |
| - Foreign exchange rate swaps | 370 | 369 |
| INSTRUMENTS RECOGNIZED AT FAIR VALUE | ||
| - Forward foreign exchange contracts | 189 | 94 |
| - Foreign exchange rate swaps | 69 | 55 |
| Short-term financial liabilities | 1 759 | 2 110 |
| HEDGE-ACCOUNTED FINANCIAL INSTRUMENTS | ||
| - Forward foreign exchange contracts | 860 | 875 |
| INSTRUMENTS RECOGNIZED AT FAIR VALUE | ||
| - Forward foreign exchange contracts | 22 | 4 |
| - Foreign exchange rate swaps | 0 | 0 |
| Long-term financial liabilities | 882 | 879 |
The Group's policy on the use of financial instruments is detailed in Note 1.22 on Group accounting policies and Note 2 on financial risk management.
As at December 31, 2015, an amount of EUR 0.42 million recognized as a short-term financial asset represented EUR 0.28 million in cash flow hedging instruments and EUR 0.14 million in hedging instruments recognized at fair value through profit and loss.
As at December 31, 2014, an amount of EUR 0.38 million recognized as a short-term financial asset represented EUR 0.38 million in hedging instruments recognized at fair value through profit and loss.
As at December 31, 2015, an amount of EUR 2.11 million recognized as short-term financial liabilities represented EUR 1.96 million in cash flow hedging instruments and EUR 0.15 in hedging instruments recognized at fair value through profit and loss.
As at December 31, 2014, an amount of EUR 1.76 million recognized as a short-term financial liability represented EUR 1.5 million in cash flow hedging instruments and EUR 0.26 million in hedging instruments recognized at fair value through profit and loss.
Some of these financial instruments are designated as hedging instruments as they hedge specific exchange rate risks to which the Group is exposed. Hedge accounting has been applied to these contracts because they are deemed to be effective hedges. Those transactions are highly probable as they are linked to contracts. For these cash flow hedges, movements are recognized directly in equity and released to the income statement to offset the income statement impact of the underlying transactions.
As at December 31, 2015, a cumulative loss of EUR 3.24 million was therefore directly accounted in the equity (under "Hedging Reserves"). At December 31, 2014, the cumulated loss was amounted to EUR 2.89 million.
As at December 31, the payment schedule for trade payables was as follows:
| (EUR 000) | TOTAL | Due | < 3 months | 4-12 months | 1-5 years | > 5 years |
|---|---|---|---|---|---|---|
| 2014 | 36 145 | 15 890 | 20 255 | 0 | 0 | 0 |
| 2015 | 44 887 | 23 675 | 21 212 | 0 | 0 | 0 |
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Amounts due to customers for contracts in progress (or advances received on contracts in | ||
| progress) | 81 237 | 104 620 |
| Social debts | 11 344 | 11 930 |
| Accrued charges | 3 419 | 2 760 |
| Accrued interest charges | 231 | 134 |
| Deferred income | 6 321 | 6 480 |
| Capital grants | 735 | 142 |
| Non-trade payables | 867 | 3 039 |
| Other | 3 842 | 6 228 |
| TOTAL | 107 996 | 135 333 |
At December 31, 2015, the heading "Other" is mainly composed of advances of EUR 1.7 million received from the Walloon Region of Belgium, advance payments from customers of EUR 1.7 million, the accrued liabilities related to the disposal of Group's participation in IBA Molecular for EUR 1.7 million and other amounting to EUR 1.1 million.
At December 31, 2014, the heading "Other" is mainly composed of advances of EUR 1.8 million received from Walloon Region of Belgium, advance payments from customers of EUR 0.9 million and other amounting to EUR 1.1 million.
Other operating expenses can be broken down as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Legal costs | 151 | 140 |
| Cost of share-based payments | 630 | 569 |
| Depreciation and impairment | 211 | 5 232 |
| One-time bonus granted to employees, except management | 0 | 2 004 |
| Long term incentive plan | 0 | 2 394 |
| Reorganization expenses | 172 | 841 |
| Costs related to the transaction with SK Capital Partners | 215 | 324 |
| Costs related to the transaction with Argos Soditic | 126 | 0 |
| Other | 468 | 1 382 |
| TOTAL | 1 973 | 12 886 |
At December 31, 2015, the depreciation and impairment mainly include the write-offs on other investments for EUR 0.36 million, the write-offs on long term receivables for EUR 4.7 million and the depreciation on fixed assets for EUR 0.14 million.
At December 31, 2014, the depreciation and impairment include depreciation on fixed assets for EUR 0.21 million.
Other operating income can be broken down as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Reversal of provisions | -1 059 | -6 253 |
| Reversal of depreciation and impairment | 0 | 0 |
| Negative goodwill related to the 50% acquisition of participation in Striba GmbH | 0 | -472 |
| Realized gain on disposal of the participation in IBA Molecular (Rose Holding SARL) | 0 | -38 595 |
| Other | -204 | -100 |
| TOTAL | -1 263 | -45 420 |
In 2015, the heading "Reversal of provisions" mainly includes the impact of the reversal of provisions for dismantling following the sale of the site of production of the radiopharmaceutical agents in Fleurus for EUR 5.6 million and the impact of the reversal of provisions related to estimated commitments under the agreement with SK Capital Partners for EUR 0.7 million.
In 2014, the heading "Reversal of provisions" includes the impact of the reversal of provisions related to estimated commitments under the agreement with SK Capital Partners.
In 2014, the heading "Other" mainly includes credit notes and repayments received from entities included in Rose Holding SARL (vehicle for investment by SK Capital Partners in IBA Molecular) consolidation scope for EUR 0.2 million.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Interest paid on debts | 1 976 | 1 389 |
| Foreign exchange differences | 104 | 168 |
| Change in fair value of derivatives | 1 628 | 5 573 |
| Unwinding of discount on decommissioning provision | 792 | 0 |
| Other | 818 | 677 |
| TOTAL | 5 318 | 7 807 |
As at December 31, 2015, the heading "Other" mainly includes discount charges of research tax credit of EUR 0.06 million and commission and bank charges of EUR 0.58 million.
As at December 31, 2014, the heading "Other" mainly includes discount charges of research tax credit of EUR 0.1 million and commission and bank charges of EUR 0.6 million.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Interest received on cash and cash equivalents | -62 | -138 |
| Foreign exchange differences | -1 626 | -1 311 |
| Change in fair value of derivatives | -2 919 | -8 742 |
| Other | -2 534 | -843 |
| TOTAL | -7 141 | -11 034 |
As at December 31, 2015, the heading "Other" mainly includes EUR 0.4 million of rebilling of interests charges in relation to a proton therapy project, EUR 0.1 million discount income on the deferred dividend not received in cash related to the asset deal of Pharmalogic Pet Services of Montreal Cie, EUR 0.1 million of revaluation of receivables with Cisbio Bioassays SAS and EUR 0.23 million of interest on long-term receivables.
As at December 31, 2014, the heading "Other" mainly includes EUR 0.4 million of rebilling of interests charges in relation to a proton therapy project, EUR 0.2 million discount income on the deferred dividend not received in cash related to the asset deal of Pharmalogic Pet Services of Montreal Cie and EUR 1.3 million of revaluation of receivables with Cisbio Bioassays SAS and EUR 0.4 million of interest on long-term receivables.
The tax charge/(profit) for the year can be broken down as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Current taxes | 1 133 | 4 036 |
| Deferred taxes | -4 546 | -106 |
| TOTAL | -3 413 | 3 930 |
The tax charge on IBA's result before taxes differs from the theoretical amount that would have resulted from application of the average applicable tax rates to the profits of the consolidated companies. The analysis is as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Result from continuing operations before taxes | 17 173 | 65 192 |
| Deduct share of profit of companies consolidated using equity method | 6 873 | 122 |
| Result before tax and before share of associate | 24 046 | 65 314 |
| Tax charge/(profit) calculated based on local tax rates | 8 301 | 22 250 |
| Unrecognized deferred tax assets | 427 | 682 |
| Recognized deferred tax assets | -4 982 | -171 |
| Tax-exempt transactions and non-deductible expenses | 373 | -12 765 |
| Patent deduction (PID) | 0 | -6 175 |
| Adjustments in respect of income tax charges of previous years | 195 | 0 |
| Write-down of previously recognized deferred tax assets | 0 | 151 |
| Utilization of previously unrecognized tax losses | -7 727 | 44 |
| Utilization of deferred tax assets | 0 | 71 |
| Utilization of deferred tax assets | 0 | -157 |
| Other tax (income)/expense | 0 | 0 |
| Booked tax charge/(profit) | -3 413 | 3 930 |
| Theoretical tax rate | 34.5% | 34.1% |
| Effective tax rate | -14.2% | 6.0% |
Given the available tax losses, IBA did not calculate deferred taxes on items credited or charged directly to equity.
As at December 31, 2015, the Group recognized expenses of EUR 1.13 million for contribution based plans (EUR 1.03 million as at December 31, 2014).
The Group has a contribution-based pension plan which it accounts for using the intrinsic value. As at 31 December 2014 and 2015, the assets in the plan were sufficient to cover the contributions paid and the guaranteed return. Therefore, there is no provision related to post employment benefit obligations in the statement of financial position.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Sum of mathematical reserves on individual accounts | 4 539 | 5 081 |
| Sum of minimum guaranteed reserves as at closing date on individual accounts | 4 540 | 5 084 |
| Defined contribution plan gap | 1 | 3 |
The guaranteed return on the contributions, although achieved as at 31 December of 2015 might have an impact on the future cash flows of the Group in case the insurance company would not be able to achieve this return in the long term.
As at December 31, 2015, the heading "Other noncash items" mainly includes expenses in connection with employee stock option plans and stock plans (EUR +0.57 million), the net impact of losses and write-downs on inventories (EUR +0.33 million), write off on other investments (EUR +0.35 million), the impact of research tax credit not received in cash during the year (EUR -1.9 million), grant depreciation (EUR -0.2 million), the impact of revaluation of long term assets (EUR -0.3 million), write off on long term receivables (EUR 3.9 million), the negative goodwill resulting from the acquisition of Striba GmbH (EUR - 0.5 million), the impact of the margin elimination on the sale of a proton therapy center to an equity accounted company (EUR +0.57 million).
As at December 31, 2015, "Other cash flows from investing activities" includes the distribution of a dividend of EUR 10 million by Rose Holding SARL to its shareholders following the sale of its subsidiary IBA Molecular North America Inc. to Illinois Health and Science (IHS), a non-profit healthcare system.
As at December 31, 2015, "Other cash flows from financing activities" includes repayment of grants and advances from the Walloon Region of Belgium (EUR -0.32 million), new payment of grants in Belgium (EUR +0.19 million), changes in liabilities towards Group employees in connection with the exercise of stock option plans (EUR +0.20 million).
As at December 31, 2014, the heading "Other noncash items" mainly includes expenses in connection with employee stock option plans and stock plans (EUR +0.6 million), the net impact of losses and write-downs on inventories (EUR +1.4 million), write off on other investments (EUR +0.1 million), the impact of deferred dividend not received in cash related to the asset deal of Pharmalogic Pet Services of Montreal Cie (EUR -1.2 million), the impact of research tax credit not received in cash during the year (EUR -2.8 million), grant depreciation (EUR -0.5 million) and the impact of revaluation of long term assets (EUR -1.3 million).
As at December 31, 2014, "Other cash flows from financing activities" includes repayment of grants and advances from the Walloon Region of Belgium (EUR -4.0 million), new payment of grants in Belgium and in Germany (EUR +0.2 million).
The Group is currently not involved in any significant litigation. The potential risks connected with these minor proceedings are deemed to be either groundless or insignificant, and when the risk of payment of potential damages seems actual, are either adequately covered by provisions or insurance policies.
There is no litigation mentioned in the 2014 annual report and still pending in 2015.
The Group has a number of non-cancelable operating leases relating to vehicles, equipment, and office space rental. Total future minimum lease payments under non-cancelable operating leases are as follows:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Due | 15 | 17 |
| One year or less | 5 019 | 5 630 |
| Between 1 and 5 years | 7 848 | 11 630 |
| Over 5 years | 5 221 | 6 676 |
| TOTAL | 18 103 | 23 953 |
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Building | 12 457 | 16 462 |
| Equipment | 1 157 | 1 023 |
| Vehicles | 4 489 | 6 442 |
| Other | 0 | 26 |
| TOTAL | 18 103 | 23 953 |
The Group operating leases were concluded under the following conditions:
Total operating lease payments included in the income statement:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Building | 2 404 | 2 840 |
| Equipment | 317 | 331 |
| Vehicles | 2 634 | 2 408 |
| Other | 0 | 9 |
| TOTAL | 5 355 | 5 588 |
Operating lease charges are recognized in the income statement in the "Cost of sales and services", "Sales and marketing expenses", "General and administrative expenses", and "Research and development expenses" line items.
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| One year or less | 0 | 0 |
| Between 1 and 5 years | 0 | 0 |
| Over 5 years | 0 | 0 |
| TOTAL | 0 | 0 |
As at December 31, 2015, IBA held financial guarantees for EUR 107.3 million given by Group's business units as security for debts or commitments, mainly in advance payment guarantees (EUR 56.0 million December 31, 2014).
A list of subsidiaries and equity-accounted companies is provided in Note 5.
The main transactions completed with affiliated companies (companies using the equity accounting method) are the following:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| ASSETS | ||
| Receivables | ||
| Long-term receivables | 2 478 | 747 |
| Trade and other receivables | 1 581 | 2 497 |
| Impairment of receivables | - 588 | -730 |
| TOTAL RECEIVABLES | 3 471 | 2 514 |
| LIABILITIES | ||
| Payables | ||
| Trade and other payables | 121 | 1 452 |
| TOTAL PAYABLES | 121 | 1 452 |
| INCOME STATEMENT | ||
| Sales | 8 010 | 5 138 |
| Costs | -815 | -1 451 |
| Financial income | 14 | 814 |
| Financial expense | -96 | -19 |
| Other operating income | 1 002 | 0 |
| Other operating expense | 0 | -2 000 |
| TOTAL INCOME STATEMENT | 8 115 | 2 482 |
Under the 2012 agreement with SK Capital Partners, the Group granted 2 loans to Rose Holding SARL.
In 2013, as part of the agreement on the full and final settlement for outstanding claims and counterclaims regarding IBA Molecular, the Group sold one of those loans for one EUR to SK Rose SARL.
Until the sale in December 2015 of IBA Molecular, the terms and conditions of the remaining loan were as follow:
The principal amount of this loan of nominal value EUR 26.4 million should have been repaid at the earliest (i) on December 31, 2021 or (ii) upon the sale by SK Capital Partners and IBA SA of their total stakes in Rose Holding SARL (the repayment date).
If the repayment date had occurred within the first two years of signature of the agreement and SK Capital Partners had not received twice its investment in Rose Holding SARL, the loan including interest should not have been repaid. If the repayment date had occurred after the first two years of the agreement and SK Capital Partners should not have received three times its investment in Rose Holding SARL, the loan including interest should not have been repaid.
This loan had been granted at an annual interest rate of 2%. This interest was capitalized but could be paid provided that the main lenders of Rose Holding SARL state their agreement to payment. All interest not paid should have been capitalized up to the loan repayment date. Rose Holding SARL could decide at any time to make early repayments of this loan.
The Group had accepted that the repayment of this loan should be subordinate to the prior repayment of any existing or future debt of Rose Holding SARL to banks, financial lease companies and other financial institutions. As this loan was treated as quasi-equity, it was recognized in investments accounted for using the equity method.
In the framework of the disposal of IBA Molecular and based on an agreement signed by both parties, this loan has been revaluated at EUR 5.83 million. This loan will be repaid in the first half of 2016 and has been recognized in the balance sheet under the heading ''other receivables'' as at December 31, 2015.
The Group had also committed to support the Radiopharmaceutical business sold by paying EUR 16 million over a period of 2 years (amount accrued in the financial statements). At the end of the first quarter 2014, the total amount of this provision was paid.
The Group has also paid the amount of EUR 4.9 million for receivables due from the Italian entities and Spanish entity that were sold. These entities are responsible for recovery and shall reimburse the Group when they receive payments. On December 31, 2015, the remaining balance to be collected amounts to EUR 0.73 million fully provisioned.
The following table shows IBA shareholders at December 31, 2015:
| Number of shares | % | |
|---|---|---|
| Belgian Anchorage SCRL | 6 204 668 | 21.30% |
| IBA Investments SCRL | 21.31% 610 852 |
2.10% |
| IBA SA | 610 852 2.10% 63 519 |
0.22% |
| UCL ASBL | 63 519 0.22%6 426 885 |
1.47% |
| Sopartec SA | 639 668 234 531 |
0.81% |
| Institut des Radioéléments FUP | 1 423 271 | 4.89% |
| Société Régionale d'Investissement de Wallonie (S.R.I.W.) | 704 491 | 2.42% |
| Société Fédérale de Participation et d'investissement (S.F.P.I.) | 69 200 | 0.24% |
| Public | 19 737 650 | 66.55% |
| TOTAL | 29 115 067 | 100.00% |
The main transactions completed with the shareholders are the following:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| ASSETS | ||
| Receivables | ||
| Long-term receivables | 0 | 0 |
| Trade and other receivables | 0 | 0 |
| Impairment of receivables | 0 | 0 |
| TOTAL RECEIVABLES | 0 | 0 |
| LIABILITIES | ||
| Payables | ||
| Bank borrowings | 10 000 | 15 000 |
| Trade and other payables | 0 | 84 |
| TOTAL PAYABLES | 10 000 | 15 084 |
| INCOME STATEMENT | ||
| Sales | 0 | 0 |
| Costs | 0 | 0 |
| Financial income | 0 | 0 |
| Financial expense | -884 | -507 |
| Other operating income | 0 | 0 |
| Other operating expense | 0 | 0 |
| TOTAL INCOME STATEMENT | -884 | -507 |
To the best of the Company's knowledge, there were no other relationships or special agreements among the shareholders at December 31, 2015.
See remuneration report on page 64.
Ernst & Young Réviseurs d'Entreprises SCCRL, auditors of the statutory accounts of IBA SA and auditors of the consolidated accounts of IBA, provided the following services during the year:
| (EUR 000) | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Remuneration for statutory audits and audit of consolidated accounts | 297 | 297 |
| Tax-related services | 0 | 0 |
| Other services | 35 | 29 |
| TOTAL | 332 | 326 |
On March 10, 2016, the Company announced that following a global public tender, it has signed a contract with Tata Memorial Centre to install a proton therapy center in Mumbai, India. IBA will equip the new center with its Proteus®PLUS multi-room configuration including three treatment rooms with Pencil Beam Scanning capability. The equipment and services supplied by IBA will be worth approximately EUR 60 million to IBA. The project is fully financed and includes a long-term operation and maintenance contract. The center will treat its first patient in 2019.
On 23 March 2016 the company announced that the sale of IBA Molecular ("IBAM") to funds advised by CapVest Partners LP ("CapVest"), in which IBA had a 40% stake, was closed successfully. With this transaction, IBA has fully exited its joint venture with SK Capital Partners and retains no interests in IBA Molecular. The closing of this transaction is completed by a payment in cash to IBA of circa EUR 62 million.
Net basic earnings per share are calculated by dividing the net profit attributable to Company shareholders by the weighted average number of ordinary shares outstanding during the period. The weighted average number of ordinary shares excludes shares purchased by the Company and held as treasury shares.
| BASIC EARNINGS PER SHARE | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Earnings attributable to parent equity holders (EUR 000) | 24 294 | 61 189 |
| Weighted average number of ordinary shares | 27 319 611 | 28 171 776 |
| Net earnings per share from continuing and discontinued (EUR per share) | 0.889 | 2.172 |
| Earnings from continuing operations attributable to parent equity holders | 20 586 | 61 262 |
| (EUR 000) | ||
| Weighted average number of ordinary shares | 27 319 611 | 28 171 776 |
| Basic earnings per share from continuing operations (EUR per share) | 0.753 | 2.175 |
| Earnings from operations held for sale attributable to parent equity holders (EUR 000) |
3 708 | -73 |
| Weighted average number of ordinary shares | 27 319 611 | 28 171 776 |
| Basic earnings per share from discontinued operations (EUR per share) | 0.136 | -0.003 |
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding for the effects of conversion of all dilutive potential ordinary shares. In 2014, the Company had two categories of dilutive potential on ordinary shares: stock options and the SRIW reverse convertible bond. In 2015, the Company has only one category of dilutive potential on ordinary share: stock options.
The calculation is performed for the stock options to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding stock options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the stock options
| DILUTED EARNINGS PER SHARE | December 31, 2014 | December 31, 2015 |
|---|---|---|
| Weighted average number of ordinary shares | 27 319 611 | 28 171 776 |
| Weighted average number of stock options | 1 712 483 | 1 222 312 |
| Average share price over period | 11.28 | 25.21 |
| Dilution effect from weighted number of stock options | 1 075 612 | 1 044 781 |
| Weighted average number of ordinary shares for diluted earnings per share | 28 395 222 | 29 216 557 |
| Earnings attributable to parent equity holders (EUR 000) | 24 294 | 61 189 |
| Diluted earnings per share from continuing and discontinued operations (EUR per share) |
0.856 | 2.094 |
| Earnings from continuing operations attributable to parent equity holders (EUR 000) |
20 586 | 61 262 |
| Diluted earnings per share from continuing operations (EUR per share) | 0.725 | 2.097 |
| Earnings from operations held for sale attributable to parent equity holders (EUR 000) |
3 708 | -73 |
| Diluted earnings per share from discontinued operations (EUR per share) | 0.131 | -0.003 |
(*) In compliance with IAS33, which stipulates that the diluted earnings per share does not take into account assumptions for conversion, financial year, or other issuing of potential ordinary shares which may have an antidilutive effect on the earnings per share (shares whose conversion involves a decrease in the loss per share).
In accordance with article 105 of the Belgian Company Code, the following statements represent a condensed version of the annual financial statements. The full text is available on request from the headquarters of the Company and will be filed with the National Bank of Belgium. This condensed version does not contain all of the appendixes or the auditor's report, who expressed an unqualified opinion.
| ASSETS (EUR 000) | 2013 | 2014 | 2015 |
|---|---|---|---|
| FIXED ASSETS | 91 363 | 93 441 | 105 397 |
| Formation expenses | 0 | 0 | 0 |
| Intangible fixed assets | 21 672 | 29 023 | 33 295 |
| Tangible fixed assets | 5 561 | 6 477 | 7 230 |
| Land and buildings | 335 | 471 | 926 |
| Plant, machinery, and equipment | 1 645 | 2 616 | 2 583 |
| Furniture and vehicles | 531 | 456 | 921 |
| Leases and similar rights | 2 857 | 2 690 | 2 524 |
| Assets under construction and advance payments | 193 | 244 | 276 |
| Financial assets | 64 130 | 57 941 | 64 872 |
| Affiliated companies | 63 602 | 57 176 | 57 371 |
| Other investments | 0 | 0 | 0 |
| Others financial assets | 528 | 765 | 7 501 |
| CURRENT ASSETS | 606 163 | 509 956 | 664 057 |
| Accounts receivable in more than one year | 15 720 | 16 565 | 10 737 |
| Inventories and contracts in progress | 433 711 | 351 642 | 480 134 |
| Inventories | 33 151 | 40 089 | 42 952 |
| Contracts in progress | 400 560 | 311 552 | 437 182 |
| Accounts receivable within one year | 129 489 | 115 110 | 97 252 |
| Trade receivables | 64 543 | 71 193 | 66 067 |
| Other receivables | 64 946 | 43 917 | 31 185 |
| Investments | 15 498 | 13 716 | 36 259 |
| Cash at bank and in hand | 5 111 | 9 022 | 33 732 |
| Deferred charges and accrued income | 6 634 | 3 901 | 5 943 |
| TOTAL ASSETS | 697 526 | 603 397 | 769 454 |
| LIABILITIES AND EQUITY (EUR 000) | 2013 | 2014 | 2015 |
|---|---|---|---|
| SHAREHOLDERS' EQUITY | 66 182 | 118 602 | 106 293 |
| Capital stock | 38 787 | 39 852 | 40 864 |
| Capital surplus | 25 651 | 32 431 | 37 329 |
| Reserves | 2 680 | 4 878 | 4 879 |
| Legal reserve | 1 887 | 3 985 | 4 087 |
| Reserves not available for distribution | 590 | 690 | 589 |
| Untaxed reserves | 203 | 203 | 203 |
| Retained earnings | -1 883 | 40 840 | 23 093 |
| Capital grants | 947 | 601 | 128 |
| PROVISIONS AND DEFERRED TAXES | 29 859 | 15 426 | 10 513 |
| LIABILITIES | 601 485 | 469 369 | 652 648 |
| Accounts payable in more than one year | 166 000 | 188 642 | 230 663 |
| Financial debts | 41 860 | 31 674 | 15 220 |
| Advances received on contracts in progress | 123 892 | 145 958 | 203 810 |
| Other accounts payable | 248 | 11 010 | 11 633 |
| Accounts payable within one year | 432 935 | 276 958 | 418 757 |
| Current portion of accounts payable in more than one year | 35 099 | 7 293 | 18 176 |
| Financial debts | 0 | 0 | 4 052 |
| Trade debts | 69 566 | 54 452 | 56 535 |
| Advances received on contracts in progress | 317 797 | 202 940 | 290 349 |
| Current tax and payroll liabilities | 9 550 | 6 409 | 7 263 |
| Other accounts payable | 923 | 5 864 | 42 382 |
| Accrued charges and deferred income | 2 550 | 3 769 | 3 228 |
| TOTAL LIABILITIES | 697 526 | 603 397 | 769 454 |
| INCOME STATEMENT (EUR 000) | 2013 | 2014 | 2015 |
|---|---|---|---|
| Operating income | 196 240 | 211 002 | 247 729 |
| Operating expenses (-) | -169 090 | -178 459 | -222 800 |
| Raw materials, consumables, and goods for resale | -50 979 | -51 233 | -65 125 |
| Services and other goods | -68 583 | -67 818 | -81 589 |
| Salaries, social security, and pensions | -44 314 | -42 949 | -49 511 |
| Depreciation and write-offs on fixed assets | -9 233 | -16 181 | -25 714 |
| Increase/(Decrease) in write-downs on inventories, work in progress, and trade debtors |
-16 591 | -1 692 | -2 236 |
| Provisions for liabilities and charges | 35 770 | 14 433 | 4 913 |
| Other operating expenses | -15 160 | -13 018 | -3 538 |
| Operating profit/loss) | 27 150 | 32 543 | 24 929 |
| Financial income | 13 736 | 27 771 | 13 134 |
| Income from financial assets | 0 | 18 952 | 0 |
| Income from current assets | 3 298 | 1 921 | 1 553 |
| Other financial income | 10 438 | 6 898 | 11 581 |
| Financial expenses (-) | -11 559 | -8 471 | -13 967 |
| Interest expense | -2 540 | -2 589 | -1 896 |
| Amounts written off on current assets other than inventories, work in progress and trade debtors - increase (decrease) |
0 | 0 | 0 |
| Other financial charges | -9 019 | -5 882 | -12 071 |
| Profit/(Loss) on ordinary activities before taxes | 29 327 | 51 843 | 24 096 |
| Extraordinary income (+) | 24 315 | 66 | 225 |
| Realized gain on fixed assets | 14 000 | 0 | 0 |
| Other extraordinary income | 10 315 | 66 | 225 |
| Extraordinary expense (-) | -30 318 | -1 899 | -861 |
| Extraordinary depreciation and write-offs on fixed assets | 0 | -211 | -20 |
| Impairment on financial assets | -19 835 | -71 | -269 |
| Provisions for extraordinary charges and risk | 0 | 0 | 0 |
| Other extraordinary expenses | -9 927 | -1 617 | -572 |
| Profit/(loss) for the period before taxes | 23 324 | 50 010 | 23 460 |
| Income taxes (-) (+) | 38 | -230 | -106 |
| Profit/(loss) for the period | 23 362 | 49 780 | 23 354 |
| Transfers to tax free reserves (-) | |||
| Profit/(loss) for the period available for appropriation | 23 362 | 49 780 | 23 354 |
| APPROPRIATION OF RESULTS (EUR 000) | 2013 | 2014 | 2015 |
|---|---|---|---|
| Profit/(Loss) to be appropriated | -1 712 | 47 897 | 64 194 |
| Profit/(loss) for the period available for appropriation | 23 362 | 49 780 | 23 354 |
| Profit/(Loss) carried forward | -25 074 | -1 883 | 40 840 |
| Transfers to capital and reserves | 0 | 0 | 101 |
| On capital stock and capital surplus | 0 | 0 | 0 |
| From reserves | 0 | 0 | 101 |
| Appropriations to capital and reserves | 171 | 2 199 | 101 |
| To capital stock and capital surplus | 0 | 0 | 0 |
| To legal reserve | 0 | 2 099 | 101 |
| To other reserves | 171 | 100 | 0 |
| Profit/(Loss) to be carried forward | -1 883 | 45 698 | 64 194 |
| Profit to distribute | 0 | 40 840 | 23 093 |
| Dividends | 0 | -4 858 | -41 101 |
ANNUAL REPORT 2015 //150
| 2014 | 2015 | |||
|---|---|---|---|---|
| STATEMENT OF CAPITAL | Amount | Number | Amount | Number |
| (EUR 000) | (EUR 000) | of shares | (EUR 000) | of shares |
| Capital | ||||
| 1. Issued capital |
||||
| At the end of the previous financial year | 38 787 | 39 852 | ||
| Changes during the financial year | 1 065 | 758 365 | 1 012 | 721 263 |
| At the end of the current financial year | 39 852 | 40 864 | ||
| 2. Structure of the capital |
||||
| 2.1. Categories of shares |
||||
| • Ordinary shares without designation of face value | 21 851 | 15 691 315 | 22 863 | 16 412 578 |
| • Ordinary shares without designation of face value with WPR strips |
18 001 | 12 702 489 | 18 001 | 12 702 489 |
| 2.2. Registered or bearer shares |
||||
| • Registered shares | 8 420 612 | 7 555 920 | ||
| • Bearer shares | 19 973 192 | 21 559 147 | ||
| Own shares held by | ||||
| • The Company itself | 106 | 75 637 | 90 | 63 519 |
| • Its subsidiaries | 857 | 610 852 | 858 | 610 852 |
| Stock issue commitments | ||||
| Following exercise of share options | ||||
| • Number of outstanding share options | 2 224 802 | 1 272 312 | ||
| • Amount of capital to be issued | 3 732 | 1 786 | ||
| Maximum number of shares to be issued | 2 658 829 | 1 272 312 | ||
| Amount of non-issued authorized capital | 23 309 | 23 314 |
Ion Beam Applications SA, abbreviated IBA SA.
Chemin du Cyclotron, 3; B-1348 Louvain-la-Neuve, Belgium; enterprise number VAT BE0428.750.985, RPM Nivelles.
IBA was incorporated for an indefinite period on March 28, 1986 as a "Société Anonyme" under Belgian law. IBA is a listed corporation pursuant to Article 4 of the Belgian Company Code and a Company having issued equity to the public pursuant to Article 438 of the Code.
The purpose of the Company is to engage in research and development and to acquire intellectual property rights with a view to the exploitation, fabrication, and commercialization of applications and equipments in the field of applied physics. It may engage in any and all securities, real-estate, financial, commercial, and industrial operations that are directly or indirectly related to its corporate purpose. It may acquire an interest, by contribution, merger, purchase of shares, or any other means, in companies, partnerships, or corporations whose purpose is similar, analogous, related, or useful to the achievement of its corporate purpose in whole or in part.
The Company's statutory and consolidated statements are filed with the National Bank of Belgium. Copies of the Company's consolidated articles of incorporation, its annual and semi-annual reports, and all other shareholder documentation may be obtained at the Company's website (www.iba-worldwide.com) or by shareholder request to the Company's registered office.
At December 31, 2015, IBA capital amounted to EUR 40 864 185.82 and was represented by 29 115 067 fully paid up shares with no par value, of which 12 702 489 shares with VVPR strips.
In October 2006, the Company issued 575 000 stock options for Group employees ("2006 Plan"). They allow the beneficiary to purchase a new share at EUR 13.64 (EUR 13.96 for determined persons) following certain procedures during specific periods between December 1, 2009 and September 30, 2012 (plan of which the exercise periods were extended until September 30, 2015).
At December 31, 2014, there were 101 292 outstanding stock options of this plan.
The following exercises and cancelations of these stock options were recorded by notarial deed in 2015: 39 087 stock options exercised and 2 050 stock options cancelled on 26 February 2015, 37 205 stock options exercised on 27 May 2015, 9 500 stock options exercised on 31 August 2015, 8 750 stock options exercised and 4 700 stock options cancelled on 18 December 2015.
At December 31, 2015, there were thus no outstanding stock options of this plan.
In October 2007, the Company issued 450 000 stock options for Group employees ("2007 Plan"). They allow the beneficiary to purchase a new share at EUR 19.94 (EUR 20.22 for the determined persons) following certain procedures during specific periods between December 1, 2010 and September 30, 2013 (plan of which the exercise periods were extended until September 30, 2016).
At December 31, 2014, there were 65 400 outstanding stock options of this plan.
The following exercises and cancelations of these stock options were recorded by notarial deed in 2015: 1 259 stock options cancelled on 26 February 2015, 13 119 stock options exercised on 27 May 2015, 8 349 stock options exercised on 31 August 2015, 3 454 stock options exercised on 18 December 2015.
At December 31, 2015, there were thus 39 219 outstanding stock options of this plan.
In September 2008, the Company issued 350 000 stock options for Group employees ("2008 Plan"). They allow the beneficiary to purchase a new share at EUR 14.18 (EUR 14.70 for determined persons) following certain procedures during specific periods between December 1, 2011 and September 30, 2014.
At December 31, 2014, there were 95 627 outstanding stock options of this plan.
The following exercises and cancelations of these stock options were recorded by notarial deed in 2015: 95 627 stock options cancelled on 26 February 2015.
At December 31, 2015, there were thus no outstanding stock options of this plan.
In September 2009, the Company issued 1 000 000 stock options for Group employees ("2009 Plan"). They allow the beneficiary to purchase a new share at EUR 8.26 following certain procedures during specific periods between December 1, 2012 and September 30, 2015.
At December 31, 2014, there were 256 725 outstanding stock options of this plan.
The following exercises and cancelations of these stock options were recorded by notarial deed in 2015: 45 237 stock options exercised and 17 645 stock options cancelled on 26 February 2015, 141 435 stock options exercised on 27 May 2015, 19 456 stock options exercised on 31 August 2015, 20 328 stock options exercised and 12 624 stock options cancelled on 18 December 2015.
At December 31, 2015, there were thus no outstanding stock options of this plan.
In September 2010, the Company issued 900 000 stock options for Group employees ("2010 Plan"). They allow the beneficiary to purchase a new share at EUR 7.80 following certain procedures during specific periods between January 1, 2014 and September 30, 2016.
At December 31, 2014, there were 312 885 outstanding stock options of this plan.
The following exercises and cancelations of these stock options were recorded by notarial deed in 2015: 49 528 stock options exercised and 36 953 stock options cancelled on 26 February 2015, 65 579 stock options exercised on 27 May 2015, 5 507 stock options exercised on 31 August 2015, 1 441 stock options exercised and 9 898 stock options cancelled on 18 December 2015.
At December 31, 2015, there were 143 979 outstanding stock options of this plan.
In September 2011, the Company issued 1 487 000 stock options for Group employees ("2011 Plan"). They allow the beneficiary to purchase a new share at EUR 5.03 (EUR 5.42 for determined persons) following certain procedures during specific periods between January 1, 2015 and September 30, 2017.
At December 31, 2014, there were 638 176 outstanding stock options of this plan.
The following exercises and cancelations of these stock options were recorded by notarial deed in 2015: 125 864 stock options exercised and 11 172 stock options cancelled on 26 February 2015, 106 572 stock options exercised on 27 May 2015, 14 435 stock options exercised on 31 August 2015, 6 417 stock options exercised and 18 589 stock options cancelled on 18 December 2015.
At December 31, 2015, there were thus 355 127 outstanding stock options of this plan.
In September 2012, the Company issued 870 000 stock options for Group employees ("2012 Plan"). They allow the beneficiary to purchase a new share at EUR 4.78 following certain procedures during specific periods between January 1, 2016 and September 30, 2018.
At December 31, 2014, there were 504 697 outstanding stock options of this plan.
The following cancelations of these stock options were recorded by notarial deed in 2015: 14 537 stock options cancelled on 26 February 2015, 2 673 stock options cancelled on 18 December 2015.
At December 31, 2015, there were thus 487 487 outstanding stock options of this plan. At December 31, 2015, none of these options were exercisable.
In June 2014, the Company issued 250 000 stock options for the Group management ("2014 Plan"). They allow the beneficiary to purchase a new share at EUR 11.52 following certain procedures during specific periods between January 1, 2019 and June 30, 2024.
At December 31, 2014, there were 250 000 outstanding stock options of this plan.
The following cancelations of these stock options were recorded by notarial deed in 2015: 53 500 stock options cancelled on 26 February 2015.
At December 31, 2015, there were thus 196 500 outstanding stock options of this plan. At December 31, 2015, none of these options were exercisable.
In December 2015, the Company issued 50 000 stock options for the Group management ("2015 Plan"). They allow the beneficiary to purchase a new share at EUR 31.84 following certain procedures between January 1, 2019 and June 30, 2024.
Neither cancellations nor exercises of these stock options were recorded in 2015.
At December 31, 2015, there were thus 50 000 outstanding stock options of this plan. At December 31, 2015, none of these options were exercisable.
As at December 31, 2015, 1 272 312 options were issued and outstanding.
Please note that, on February 24, 2015, IBA decided to shift the exercise periods for SOPs 2006, 2007, 2009, 2010, 2011, 2012 and 2014. Exercise Periods of March, June and September were shifted to April, July and October respectively, so as to have the four exercise periods well distributed along the year (January, April, July and October).
The last exercise periods under each of these SOPs shall be for SOPs 2006, 2007, 2009, 2010, 2011, 2012 and 2014, from 1 to 31 October 2015, 2016, 2015, 2016, 2017, and 2018, and 1 to 31 July 2024 respectively. All other conditions of the above mentioned SOPs remain unchanged.
Please note that IBA decided on August 26, 2015 to render the current SOPs exercisable on a continued period (outside of anti-insider dealing black out period and outside one additional technical black out period) as from October 1st, 2015.
All stock options may also be exercised in the event of a takeover bid for IBA or of an increase in shareholders' equity with preemptive rights.
In June 2014, the Board of Directors proceeded, in the framework of the authorized capital, to the issue of EUR 5 000 000 subordinated reverse convertible bonds, the convertibility of which being at the entire discretion of IBA (the "RC Obligations") and enabling their beneficiary to subscribe to newly issued IBA shares. The RC Obligations were subscribed in full by the S.R.I.W. If the total amount of the RC Obligation had been converted into shares, it would have represented 434 027 shares. However, the RC Obligations cannot be concerted any more since December 31, 2015.
At December 31, 2015, the authorized capital amounted to EUR 23 313 892.64.
IBA is careful to patent all aspects of its technology for which a patent provides a commercial advantage.
In addition, the Company has maintained the secrecy of a significant portion of its know-how that is not patentable or for which the Company believes secrecy is more effective than publication in a patent application. More fundamentally, the Company believes that the best way to protect itself from its competitors is not by patenting its inventions, but by maintaining its technological lead.
IBA also licenses patents from third parties and pays royalties on them.
IBA has licensing agreements involving various aspects of its technology. Listing and explaining the nature and terms of these licensing agreements is beyond the scope of this annual report. These agreements cover, for example, certain aspects of its particle accelerator technology and a number of components of its proton therapy equipment.
| Number of new | Total number of | ||||
|---|---|---|---|---|---|
| OPERATION | shares | shares | Variation (∆) | Amount | |
| 02/21/2011 Exercise of options under 2002 Plan | 6 140 | 26 998 155 | 8 545.04 | 37 896 169.55 | |
| 02/21/2011 Exercise of options under 2004 Plan | 4 000 | 27 002 155 | 5 617.20 | 37 901 786.75 | |
| 02/21/2011 Exercise of options under 2005 Plan | 12 000 | 27 014 155 | 16 850.40 | 37 918 637.15 | |
| 04/29/2011 Exercise of options under short-term 2002 Plan | 4 150 | 27 018 305 | 5 775.56 | 37 924 412.71 | |
| 04/29/2011 Exercise of options under extended 2004 Plan | 5 000 | 27 023 305 | 7 021.50 | 37 931 434.21 | |
| 06/29/2011 ESP Plan (2011) | 52 643 | 27 075 948 | 73 894.98 | 38 005 329.19 | |
| 08/05/2011 Exercise of options under US (AP) long-term 2002 Plan | 281 380 | 27 357 328 | 391 596.55 | 38 396 925.74 | |
| 08/05/2011 Exercise of options under US (AP) short-term 2002 Plan | 1 100 | 27 358 428 | 1 530.87 | 38 398 456.61 | |
| 08/05/2011 Exercise of options under extended 2004 Plan | 6 600 | 27 365 028 | 9 268.38 | 38 407 724.99 | |
| 04/27/2012 Exercise of options under 2004 Plan | 500 | 27 365 528 | 702.15 | 38 408 427.14 | |
| 08/10/2012 Exercise of options under 2002 Plan | 8 500 | 27 374 028 | 11 829.45 | 38 420 256.59 | |
| 02/26/2013 Exercise of options under extended 2004 Plan | 10 350 | 27 384 378 | 14 534.51 | 38 434 791.10 | |
| 05/07/2013 Exercise of options under extended 2004 Plan | 52 701 | 27 437 079 | 74 008.01 | 38 508 799.11 | |
| 07/11/2013 ESP Plan (2013) | 10 231 | 27 447 310 | 14 359.21 | 38 523 158.32 | |
| 07/11/2013 Exercise of options under extended 2004 Plan | 77 619 | 27 524 929 | 109 000.36 | 38 632 158.68 | |
| 25/10/2013 Exercise of options under extended 2004 Plan | 110 510 | 27 635 439 | 155 189.19 | 38 787 347.87 | |
| 28/02/2014 Exercise of options under extended 2005 plan | 32 197 | 27 667 636 | 45 211.03 | 38 832 558.90 | |
| 29/04/2014 Exercise of options under extended 2005 plan | 7 890 | 27 675 526 | 11 079.14 | 38 843 638.04 | |
| 29/04/2014 Exercise of options under 2009 plan BE | 221 | 27 675 747 | 310.22 | 38 843 948.26 | |
| 29/04/2014 Exercise of options under 2010 BE plan | 208 | 27 675 955 | 291.97 | 38 844 240.23 | |
| 27/06/2014 capital increase in favor of S.R.I.W./S.F.P.I. | 520 832 | 28 196 787 | 730 987.71 | 39 575 227.94 | |
| 25/07/2014 Exercise of options under 2009 plan | 78 679 | 28 275 466 | 110 441.71 | 39 685 669.65 | |
| 25/07/2014 Exercise of options under 2010 plan | 63 535 | 28 339 001 | 89 184.08 | 39 774 853.73 | |
| 6/11/2014 Exercise of options under 2009 plan | 28 494 | 28 367 495 | 39 997.03 | 39 814 850.76 | |
| 6/11/2014 Exercise of options under 2010 plan | 26 309 | 28 393 804 | 36 929.94 | 39 851 780.70 | |
| 26/02/2015 Exercise of options under 2006 plan | 38.287 | 28 432 091 | 53 751.12 | 39 905 531.82 | |
| 26/02/2015 Exercise of options under 2006 plan (det pers) | 800 | 28 432 891 | 1 123.12 | 39 906 654.94 | |
| 26/02/2015 Exercise of options under 2009 plan | 45.237 | 28 478 128 | 63 499.18 | 39 970 154.12 | |
| 26/02/2015 Exercise of options under 2010 plan | 49.528 | 28 527 656 | 69 522.45 | 40 039 676.57 | |
| 26/02/2015 Exercise of options under 2011 plan | 99.408 | 28 627 064 | 139 519.13 | 40 179 195.70 | |
| 26/02/2015 Exercise of options under 2011 plan (det pers) | 26.456 | 28 653 520 | 37 131.00 | 40 216 326.69 | |
| 27/05/2015 Exercise of options under extended 2006 plan (det pers) | 3.000 | 28 656 520 | 4 211.70 | 40 220 538.39 | |
| 27/05/2015 Exercise of options under extended 2006 plan | 34 205 | 28 690 725 | 48 020.40 | 40 268 558.79 | |
| 27/05/2015 Exercise of options under extended 2007 plan | 13 119 | 28 703 844 | 18 415.14 | 40 286 973.93 | |
| 27/05/2015 Exercise of options under 2009 plan | 141 435 | 28 845 279 | 198 532.31 | 40 485 506.24 | |
| 27/05/2015 Exercise of options under 2010 plan | 65 579 | 28 910 858 | 92 053.24 | 40 577 559.48 | |
| 27/05/2015 Exercise of options under 2011 plan | 72 340 | 28 983 198 | 101 529.19 | 40 679 088.67 | |
| 27/05/2015 Exercise of options under 2011 plan (det pers) | 34 232 | 29 017 430 | 48 044.61 | 40 727 133.28 | |
| 31/08/2015 Exercise of options under extended 2006 plan (det pers) | 3 000 | 29 020 430 | 4 211.70 | 40 731 344.98 | |
| 31/08/2015 Exercise of options under extended 2006 plan | 6 500 | 29 026 930 | 9 125.35 | 40 740 470.33 | |
| 31/08/2015 Exercise of options under extended 2007 plan (det pers) | 3 000 | 29 029 930 | 4 211.10 | 40 744 681.43 | |
| 31/08/2015 Exercise of options under extended 2007 plan | 5 349 | 29 035 279 | 7 508.39 | 40 752 189.82 | |
| 31/08/2015 Exercise of options under 2009 plan | 19 456 | 29 054 735 | 27 310.39 | 40 779 500.21 | |
| 31/08/2015 Exercise of options under 2010 plan | 5 507 | 29 060 242 | 7 730.18 | 40 787 230.38 | |
| 31/08/2015 Exercise of options under 2011 plan | 14 435 | 29 074 677 | 20 259.52 | 40 807 489.91 | |
| 18/12/2015 Exercise of options under extended 2006 plan | 8 750 | 29 083 427 | 12 284.13 | 40 819 774.04 | |
| 18/12/2015 Exercise of options under extended 2007 plan | 3 454 | 29 086 881 | 4 848.38 | 40 824 622.41 | |
| 18/12/2015 Exercise of options under 2009 plan | 20 328 | 29 107 209 | 28 534.41 | 40 853 156.83 | |
| 18/12/2015 Exercise of options under 2010 plan | 1 441 | 29 108 650 | 2 022.73 | 40 855 179.56 | |
| 18/12/2015 Exercise of options under 2011 plan | 6 417 | 29 115 067 | 9 006.26 | 40 864 185.82 | |
IBA stock is quoted on the Euronext Brussels continuous market (Compartment B since January 17, 2013). It was introduced on the Stock Exchange on June 22, 1998 at a price of EUR 11.90 (adjusted for a 5 to 1 split in June, 1999).
IBA stock closed at EUR 33.90 on December 31, 2015.
The total number of outstanding stock options as at December 31, 2015 amounts to 1 272 312 stock options. As mentioned above, the RC Obligations cannot be converted any more since December 31, 2015. There is thus no convertible bonds or bonds with warrants outstanding as at 31 December 2015.
| Situation as at | December 31, 2015 Non diluted |
December 31, 2015 Fully diluted |
||||
|---|---|---|---|---|---|---|
| Entity | Number of shares | % | Number of shares | % | ||
| Belgian Anchorage SCRL (1) | 6 204 668 | 21.30% | 6 204 668 | 20.42% | ||
| IBA Investments SCRL (2) | 610 852 | 2.10% | 610 852 | 2.01% | ||
| IBA SA | 63 519 | 0.22% | 63 519 | 0.21% | ||
| UCL ASBL | 426 885 | 1.47% | 426 885 | 1.40% | ||
| Sopartec SA | 234 531 | 0.81% | 234 531 | 0.77% | ||
| SRIW | 704 491 | 2.42% | 704 491 | 2.32% | ||
| SFPI | 69 200 | 0.24% | 69 200 | 0.23% | ||
| Institut des Radioéléments FUP | 1 423 271 | 4.89% | 1 423 271 | 4.68% | ||
| Subtotal | 9 737 417 | 33.45% | 9 737 417 | 32.04% | ||
| Public | 19 377 650 | 66.55% | 20 649 962 | 67.96% | ||
| Total | 29 115 067 | 100.00% | 30 387 379 | 100.00% |
(1) Belgian Anchorage is a company established and wholly owned by IBA Management and a number of IBA employees. (2) IBA Investments is a second-tier subsidiary of IBA SA.
Interim statements, first quarter 2016 May 11, 2016 2016 Annual Shareholders' Meeting May 11, 2016 Publication of the semi-annual results as of June 30, 2016 August 25, 2016 Interim statements, third quarter 2016 November 16, 2016
Thomas Ralet Vice-President Corporate Communication Tél.: +32 10 47 58 90 E-mail: [email protected]
Version française disponible sur demande.
E.R.: IBA SA, Chemin du Cyclotron, 3 1348 Louvain-la-Neuve, Belgique.
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http://group.iba-worldwide.com/investor-relations
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