Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document and entity information [abstract] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2018 |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | FY |
Trading Symbol | CYAD |
Entity Registrant Name | CELYAD S.A. |
Entity Central Index Key | 0001637890 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 11,942,344 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of financial position [abstract] | ||
NON-CURRENT ASSETS | € 42,607 | € 41,232 |
Intangible assets | 36,164 | 36,508 |
Property, Plant and Equipment | 3,014 | 3,290 |
Non-current trade receivables | 1,743 | |
Other non-current assets | 1,687 | 1,434 |
CURRENT ASSETS | 51,692 | 36,394 |
Trade and Other Receivables | 367 | 233 |
Other current assets | 1,585 | 2,255 |
Short-term investments | 9,197 | 10,653 |
Cash and cash equivalents | 40,542 | 23,253 |
TOTAL ASSETS | 94,299 | 77,626 |
EQUITY | 55,589 | 47,535 |
Share Capital | 41,553 | 34,337 |
Share premium | 206,149 | 170,297 |
Other reserves | 25,667 | 23,322 |
Retained loss | (217,778) | (180,421) |
NON-CURRENT LIABILITIES | 29,063 | 22,146 |
Bank loans | 229 | 326 |
Finance leases | 652 | 482 |
Advances repayable | 2,864 | 1,544 |
Contingent and other financial liabilities | 25,187 | 19,583 |
Post employment benefits | 131 | 204 |
Other non-current liabilities | 7 | |
CURRENT LIABILITIES | 9,647 | 7,945 |
Bank loans | 281 | 209 |
Finance leases | 484 | 427 |
Advances repayable | 276 | 226 |
Trade payables | 5,916 | 4,800 |
Other current liabilities | 2,690 | 2,282 |
TOTAL EQUITY AND LIABILITIES | € 94,299 | € 77,626 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Profit or loss [abstract] | ||||
Revenues | € 3,115 | € 3,540 | € 10,012 | |
Cost of Sales | (515) | (1,542) | ||
Gross profit | 3,115 | 3,025 | 8,471 | |
Research and Development expenses | (23,577) | (22,908) | (27,675) | |
General and administrative expenses | (10,387) | (9,310) | (9,744) | |
Other income | 1,078 | 2,630 | 4,982 | |
Other expenses | (8,399) | (41) | (1,642) | |
Amendment of Celdara Medical and Dartmouth College agreements | (24,341) | |||
Write-off C-Cure and Corquest assets and derecognition of related liabilities | (1,932) | |||
Operating Loss | (38,170) | (52,876) | (25,609) | |
Financial income | 804 | 933 | 2,204 | |
Financial expenses | (62) | (4,454) | (207) | |
Share of Loss of investment accounted for using the equity method | 0 | 0 | 0 | |
Loss before taxes | (37,427) | (56,396) | (23,612) | |
Income Taxes | 0 | 1 | 6 | |
Loss for the year | [1] | € (37,427) | € (56,395) | € (23,606) |
Weighted average number of shares outstanding | 11,142,244 | 9,627,601 | 9,313,603 | |
Basic and diluted loss per share (in €) | € (3.36) | € (5.86) | € (2.53) | |
[1] | For 2018, 2017 and 2016, the Group does not have any non-controlling interests and the losses for the year are fully attributable to owners of the parent. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income(Loss) - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Statement of comprehensive income [abstract] | ||||
Loss for the year | [1] | € (37,427) | € (56,395) | € (23,606) |
Other comprehensive income/(loss) | ||||
Items that will not be reclassified to profit and loss | 70 | (107) | ||
Remeasurements of post employment benefit obligations, net of tax | 70 | (107) | ||
Items that may be subsequently reclassified to profit or loss | (1,194) | (769) | 277 | |
Currency translation differences | (1,194) | (769) | 277 | |
Other comprehensive income / (loss) for the year, net of tax | (1,124) | (769) | 170 | |
Total comprehensive gain/(loss) for the year | (38,551) | (57,164) | (23,436) | |
Total Comprehensive loss for the year attributable to Equity Holders | € (38,551) | € (57,164) | € (23,436) | |
[1] | For 2018, 2017 and 2016, the Group does not have any non-controlling interests and the losses for the year are fully attributable to owners of the parent. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Cash Flow from operating activities | ||||
Loss for the year | [1] | € (37,427) | € (56,395) | € (23,606) |
Non-cash adjustments | ||||
Intangibles-Amortisation & Impairment | 66 | 8,038 | 756 | |
PP&E-Depreciation | 1,048 | 966 | 760 | |
Non-Cash expense for amendment of Celdara Medical and Dartmouth College agreements | 10,620 | |||
Post-Employment Benefit | (3) | (24) | ||
Deconsolidation of. CELYAD Asia Ltd. | 0 | 0 | 0 | |
Change in fair value of Contingent consideration and other financial liabilities | 5,604 | (193) | 1,633 | |
Remeasurement of RCAs | 998 | (5,356) | (2,154) | |
RCAs and Grants income | (768) | (1,376) | (3,003) | |
Currency Translation Adjustment | (144) | |||
Upfront payment settled in shares | (843) | |||
Non-cash employee benefits expense - share based payments | 3,595 | 2,569 | 2,847 | |
Change in working capital | ||||
Trade receivables, other receivables, other non-current assets | (1,459) | (832) | (1,018) | |
Trade payables, other payable and accruals | 1,940 | (2,482) | (740) | |
Net cash used in operations | (27,249) | (44,441) | (24,692) | |
Cash Flow from investing activities | ||||
Acquisitions of Property, Plant & Equipment | (833) | (851) | (1,687) | |
Acquisitions of Intangible assets | (932) | (7) | (95) | |
Disposals of fixed assets | 74 | 78 | ||
Contingent consideration pay out | (5,107) | |||
Acquisition of short term investments | (26,561) | (10,749) | (34,230) | |
Proceeds from short term investments | 28,859 | 34,326 | 7,338 | |
Acquisition of BMS SA | (1,560) | |||
Net cash (used in)/from investing activities | 607 | 17,613 | (30,157) | |
Cash Flow from financing activities | ||||
Proceeds from finance leases and bank borrowings | 950 | 543 | 1,165 | |
Repayments of finance leases and bank borrowings | (749) | (576) | (399) | |
Proceeds from issuance of shares and exercise of warrants | 43,011 | 625 | ||
Proceeds from RCAs & other grants | 1,187 | 1,376 | 3,107 | |
Repayment of advances | (471) | (1,364) | (842) | |
Net cash (used in)/from financing activities | 43,928 | 605 | 3,031 | |
Net cash and cash equivalents at beginning of the period | 23,253 | 48,357 | 100,174 | |
Change in Cash and cash equivalents | 17,286 | (26,224) | (51,818) | |
Effects of exchange rate changes on cash and cash equivalents | 3 | 1,120 | ||
Net cash and cash equivalents at the end of the period | € 40,542 | € 23,253 | € 48,357 | |
[1] | For 2018, 2017 and 2016, the Group does not have any non-controlling interests and the losses for the year are fully attributable to owners of the parent. |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity - EUR (€) € in Thousands | Total | Share capital [member] | Share premium [member] | Other reserves [member] | Accumulated Deficit [Member] | |
Beginning balance at Dec. 31, 2015 | € 111,473 | € 32,571 | € 158,010 | € 21,205 | € (100,313) | |
Share-based payments | 2,848 | 2,848 | ||||
Total transactions with owners, recognized directly in equity | 2,848 | 2,848 | ||||
Loss for the year | (23,606) | [1] | (23,606) | |||
Currency translation differences | 277 | 277 | ||||
Remeasurements of defined benefit obligation | (107) | (107) | ||||
Total comprehensive gain/(loss) for the year | (23,436) | 277 | (23,713) | |||
Ending balance at Dec. 31, 2016 | 90,885 | 32,571 | 158,010 | 24,330 | (124,026) | |
Capital increase resulting from Celdara and Dartmouth College agreements amendment | 10,620 | 1,141 | 9,479 | |||
Exercise of warrants | 625 | 625 | ||||
Share-based payments | 2,569 | 2,808 | (239) | |||
Total transactions with owners, recognized directly in equity | 13,814 | 1,766 | 12,287 | (239) | ||
Loss for the year | (56,395) | [1] | (56,395) | |||
Currency translation differences | (769) | (769) | ||||
Total comprehensive gain/(loss) for the year | (57,164) | (769) | (56,395) | |||
Ending balance at Dec. 31, 2017 | 47,535 | 34,337 | 170,297 | 23,322 | (180,421) | |
Capital increase in cash | 46,140 | 7,204 | 38,937 | |||
Transaction costs associated with capital increases | (3,141) | (3,141) | ||||
Exercise of warrants | 12 | 12 | 0 | |||
Share-based payments | 3,595 | 56 | 3,539 | |||
Total transactions with owners, recognized directly in equity | 46,606 | 7,215 | 35,851 | 3,539 | ||
Loss for the year | (37,427) | [1] | (37,427) | |||
Currency translation differences | (1,194) | (1,194) | ||||
Remeasurements of defined benefit obligation | 70 | 70 | ||||
Total comprehensive gain/(loss) for the year | (38,551) | (1,194) | (37,357) | |||
Ending balance at Dec. 31, 2018 | € 55,589 | € 41,552 | € 206,149 | € 25,667 | € (217,778) | |
[1] | For 2018, 2017 and 2016, the Group does not have any non-controlling interests and the losses for the year are fully attributable to owners of the parent. |
The Company
The Company | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
The Company | NOTE 1: THE COMPANY Celyad is a clinical-stage biopharmaceutical company focused on the development of engineered CAR-T The Company’s lead candidate, CYAD-01, CAR-T CYAD-01 standard-of-care CYAD-101, non-gene CAR-T co-expresses CYAD-01 CYAD-101 standard-of-care Celyad SA was incorporated on July 24, 2007 under the name “Cardio3 BioSciences”. Celyad is a limited liability company (Société Anonyme) governed by Belgian law with its registered office at Axis Parc, Rue Edouard Belin 2, B-1435 The Company has three fully owned subsidiaries (together, the Group) located in Belgium (Biological Manufacturing Services SA) and in the United States (Celyad Inc. and Corquest Medical, Inc.). OnCyte LLC has been dissolved on March 8, 2018 and, as a result, all of its assets and liabilities were since then fully distributed to and assumed by Celyad SA. These consolidated financial statements have been approved for issuance by the Company’s Board of Directors on March 28, 2019. These statements have been audited by BDO Réviseurs d’entreprises SCRL, the statutory auditor of the Company. |
General information and Stateme
General information and Statement of Compliance | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
General information and Statement of Compliance | NOTE 2: GENERAL INFORMATION AND STATEMENT OF COMPLIANCE The year-end Basis of preparation The consolidated financial statements have been prepared on a historical cost basis, except for : • Financial instruments – Fair value through profit or loss • Contingent consideration and other financial liabilities • Post-employment benefits liability • Equity securities held as short-term investments at 31 December 2018 The policies have been consistently applied to all the years presented, unless otherwise stated. The consolidated financial statements are presented in euro and all values are presented in thousands (€000) except when otherwise indicated. Amounts have been rounded off to the nearest thousand and in certain cases, this may result in minor discrepancies in the totals and sub-totals Statement of compliance The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively, IFRSs) as issued by the International Accounting Standards Board (IASB) and as endorsed by the European Union. The preparation of the consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, are areas where assumptions and estimates are significant to the financial statements. They are disclosed in note 5 Changes to accounting standards and interpretations The Group has applied the same accounting policies and methods of computation in its year-end • IFRS 9 Financial Instruments • IFRS 15 Revenue from Contracts with Customers Details of the impact of these two standards on the Group are given below. • IFRS 9 Financial Instruments (effective for annual periods beginning on or after 1 January 2018) is the standard issued as part of a wider project to replace IAS 39. IFRS 9 introduces a logical approach for the classification of financial assets, which is driven by cash flow characteristics and the business model in which an asset is held; defines a new expected-loss impairment model that will require more timely recognition of expected credit losses; and introduces a substantially-reformed model for hedge accounting, with enhanced disclosures about risk management activity. The new hedge accounting model represents a significant overhaul of hedge accounting that aligns the accounting treatment with risk management activities. IFRS 9 also removes the volatility in profit or loss that was caused by changes in the credit risk of liabilities elected to be measured at fair value. • Regarding the classification and measurement of financial assets, the impact is limited since the Group does not hold significant equity or debt investments. • Likewise, the impact in the Group of the new guidance on impairment of financial assets is very limited considering the nature of financial assets held and specifically the current low amount of trade receivables. • The Group does not currently apply hedge accounting. • There are no substantial changes to the measurement of financial liabilities under the new guidance. Considering all of the above and the characteristics of the financial instruments held by the Company, management has analyzed the implications of the retrospective adoption on the required effective date of this standard in accordance with IAS 8. The Company has concluded that the application of IFRS 9 does not have a significant impact on the financial statements. • IFRS 15 Revenue from Contracts with Customers (effective for annual periods beginning on or after 1 January 2018) is the new standard ruling revenue recognition. Its core principle requires to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also results in enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. The Group has applied the full retrospective transition approach. For the comparative year presented in the 2018 financial statements, the most significant revenue source of the Company was the license agreement signed with Novartis in May 2017. Management has analyzed the contract using the guidance under the new standard and has concluded that the adoption of IFRS 15 does not affect the previous accounting treatment under IAS 18. In this respect, the licensing revenue relating to the Novartis agreement reported for the year ended December 31, 2017, has been concluded by management as follows: • in accordance with ‘Licensing’ Application Guidance set forth in IFRS 15—Appendix B, para. B52 until B63: it shall not be subject to any recognition restatement, as the agreement qualify as a ‘right-to-use’ • in order to comply with ‘Principal vs. Agent’ guidance set forth in IFRS 15 Appendix B, para. B34 until B38: it shall not be subject to any presentation restatement, as both ‘revenue’ and ‘cost of licensing’ (expense) were already presented separately under IAS 18, evidencing properly that the Company is acting as a ‘Principal’ in this transaction. For comparative periods presented in this annual report, IFRS 15 implementation had no impact on the gross margin previously reported under IAS 18, it had a limited presentation impact for the year 2016 only, as summarized in the table below: €’000 2017 Restatement 2017 2016 Restatement 2016 Licensing revenue 3,540 0 3,540 9,929 1,489 8,440 Cost of licensing (515 ) 0 (515 ) (1,489 ) (1,489 ) 0 Gross profit 3,025 0 3,025 8,440 0 8,440 Except for IFRS 16 Leases • IFRS 16 Leases is a new standard effective for annual periods beginning on or after 1 January 2019. Therefore, the Group shall transition as of 1 January 2019 and will issue financial statements prepared for the first time in accordance with IFRS 16 at Half Year 2019. The standard replaces the existing lease accounting requirements and, in particular, represents a significant change in the accounting and reporting of leases that were previously classified as ‘operating leases’ under IAS 17, with incremental assets and liabilities to be reported on the balance sheet and a different recognition of lease costs. The Group will opt for the so-called right-of-use The Group has set up a project team, supported by an external advisor, to draw an inventory of lease contracts differentiating those in scope of IFRS 16 restatement from those excluded under low-value Going concern The Group is pursuing a strategy to develop therapies to treat unmet medical needs in oncology. Management has prepared detailed budgets and cash flow forecasts for the years 2019 and 2020. These forecasts reflect the strategy of the Group and include significant expenses and cash outflows in relation to the development of selected research programs and product candidates. Based on its current scope of activities, the Group estimates that its treasury position 6 mid-2020, |
Accounting Principles
Accounting Principles | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Accounting Principles | NOTE 3: ACCOUNTING PRINCIPLES Subsidiaries Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date control ceases. Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies. Business Combinations The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is measured at the aggregate of the fair values of the assets transferred, the liabilities incurred or assumed and the equity interests issued by the Group at the date of the acquisition. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in profit or loss, in accordance with IFRS 9 if applicable. Contingent consideration that is classified as equity is not re-measured, Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Euros, which is the Group’s presentation currency. 6 ‘Treasury position’ is an alternative performance measure determined by adding Short-term investments and Cash and cash equivalents from the statement of financial position prepared in accordance with IFRS. Transactions and balances Foreign currency transactions (mainly USD) are translated into the functional currency using the applicable exchange rate on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling at the reporting date. Foreign currency exchange gains and losses arising from settling foreign currency transactions and from the retranslation of monetary assets and liabilities denominated in foreign currencies at the reporting date are recognised in the income statement. Non-monetary Non-monetary Group companies The results and financial position of all group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; • Income and expenses for each income statement are translated at average exchange rate (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and • All resulting translation differences are recognized in other comprehensive income. So far, the main revenue generated by the Group relates to the sale of licenses. Licensing revenue Celyad enters into license and/or collaboration agreements with third-party biopharmaceutical partners. Revenue under these arrangements may include non-refundable Upfront payments Licence fees representing non-refundable Milestone payments Milestone payments represent amounts received from our customers or collaborators, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. Under IFRS 15, milestone payments generally represent a form of variable consideration as the payments are likely to be contingent on the occurrence of future events. Milestone payments are estimated and included in the transaction price based on either the expected value (probability-weighted estimate) or most likely amount approach. The most likely amount is likely to be most predictive for milestone payments with a binary outcome (i.e., the company receives all or none of the milestone payment). Variable consideration is only recognized as revenue when the related performance obligation is satisfied and the company determines that it is highly probable that there will not be a significant reversal of cumulative revenue recognized in future periods. Royalty revenue Royalty revenues arise from our contractual entitlement to receive a percentage of product sales achieved by co-contracting co-contrating Sales of goods (medical devices) Sales of medical devices are recognized when Celyad has transferred to the buyer the control of the promised goods (with control referring to the ability to direct the use of and obtain substantially all of the remaining benefits of the medical device). Sales of medical devices generated by the Group until 2017 are associated with C-Cath EZ The Group’s grant income reported under ‘Other income’ in the consolidated income statement is generated from: (i) recoverable cash advances (RCAs) granted by the Regional government of Wallonia; (ii) R&D tax credits granted by the Belgian federal government; and (iii) grants received from the European Commission under the Seventh Framework Program (“FP7”). Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Once a government grant is recognized, any related contingent liability (or contingent asset) is treated in accordance with IAS 37. Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate. Recoverable cash advances (RCAs) The Group receives grants from the Walloon Region in the form of recoverable cash advances (RCAs). RCAs are dedicated to support specific development programs. All RCA contracts, in essence, consist of three phases, i.e., the “research phase”, the “decision phase” and the “exploitation phase”. During the research phase, the Group receives funds from the Region based on statements of expenses. In accordance with IAS 20.10A and IFRS Interpretations Committee (IC)’s conclusion that contingently repayable cash received from a government to finance a research and development (R&D) project is a financial liability under IAS 32, ‘Financial instruments; Presentation’, the RCAs are initially recognised as a financial liability at fair value, determined as per IFRS 9/IAS 39. The benefit (RCA grant component) consisting in the difference between the cash received (RCA proceeds) and the above-mentioned financial liability’s fair value (RCA liability component) is treated as a government grant in accordance with IAS 20. The RCA grant component is recognized in profit or loss on a systematic basis over the periods in which the entity recognizes the underlying R&D expenses subsidized by the RCA. The RCAs liability component (RCA financial liability) is subsequently measured at amortized cost using the cumulative catch-up At the end of the research phase, the Group should within a period of six months decide whether or not to exploit the results of the research phase (decision phase). The exploitation phase may have a duration of up to 10 years. In the event the Group decides to exploit the results under an RCA, the relevant RCA becomes contingently refundable, and the fair value of the RCA liability adjusted accordingly, if required. When the Group does not exploit (or ceases to exploit) the results under an RCA, it has to notify the Region of this decision. This decision is of the sole responsibility of the Group. The related liability is then discharged by the transfer of such results to the Region. Also, when the Group decides to renounce to its rights to patents which may result from the research, title to such patents will be transferred to the Region. In that case, the RCA liability is extinguished. R&D Tax credits Since 2013, the Company applies for R&D tax credit, a tax incentive measure for European SME’s set-up Considering that R&D tax credits are ultimately paid by the public authorities, the related benefit is treated as a government grant under IAS 20 and booked into other income, in order to match the R&D expenses subsidized by the grant. See Note 24. Other government grants The Group has received and will continue to apply for grants from European (FP7) and Regional authorities. These grants are dedicated to partially finance early stage projects such as fundamental research, applied research, prototype design, etc. To date, all grants received are not associated to any conditions. As per contract, grants are paid upon submission by the Group of statement of expenses. The Company incurs project expenses first and asks for partial refunding according to the terms of the contracts. These government grants are recognized in profit or loss on a systematic basis over the periods in which the entity recognizes the underlying R&D expenses subsidized. The following categories of intangible assets apply to the current Group operations Separately acquired intangible assets Intangible assets acquired from third parties are recognised at cost, if and only if it is probable that future economic benefits associated with the asset will flow to the Group, and that the cost can be measured reliably. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. The useful life of intangible assets is assessed as finite, except for Goodwill and IPRD assets (discussed below). They are amortised over the expected useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the income statement in the expense category consistent with the function of the intangible asset. Patents, Licences and Trademarks Licences for the use of intellectual property are granted for a period corresponding to the intellectual property of the assets licensed. Amortisation is calculated on a straight-line basis over this useful life. Patents and licences are amortized over the period corresponding to the IP protection and are assessed for impairment whenever there is an indication these assets may be impaired. Indication of impairment is related to the value of the patent demonstrated by the pre-clinical Software Software only concerns acquired computer software licences. Software is capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives of three to five years on a straight-line basis. Intangible assets acquired in a business combination Goodwill A goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognised. Goodwill is measured as a residual at the acquisition date, as the excess of the fair value of the consideration transferred and the assets and liabilities recognised (in accordance with IFRS 3). Goodwill has an indefinite useful life and is not amortized but tested for impairment at least annually or more frequently whenever events or changes in circumstances indicate that goodwill may be impaired, as set forth in IAS 36 (Impairment of Assets). Goodwill arising from business combinations is allocated to cash generating units, which are expected to receive future economic benefits from synergies that are most likely to arise from the acquisition. These cash generating units form the basis of any future assessment of impairment of the carrying value of the acquired goodwill. In process research and development costs The In-process Subsequent R&D expenditure can be capitalized as part of the IPRD only to the extent that IPRD is in development stage, i.e. when such expenditure meets the recognition criteria of IAS 38. In line with biotech industry practice, Celyad determines that ‘development stage’ under IAS 38 is reached when the product candidate gets regulatory approval (upon Phase III completion). Therefore, any R&D expenditure incurred between the acquisition date and the development stage should be treated as part of research phase and expensed periodically in the income statement. Internally generated intangible assets Except qualifying development expenditure (discussed below), internally generated intangible assets are not capitalised. Expenditure is reflected in the income statement in the year in which the expenditure is incurred. Research and development costs Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate: a) the technical feasibility of completing the intangible asset so that it will be available for use or sale. b) its intention to complete the intangible asset and use or sell it. c) its ability to use or sell the intangible asset. d) how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset. e) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. f) its ability to measure reliably the expenditure attributable to the intangible asset during its development. For the industry in which the Group operates, the life science industry, criteria a) and d) tend to be the most difficult to achieve. Experience shows that in the Biotechnology sector technical feasibility of completing the project is met when such project completes successfully Phase III of its development. For medical devices this is usually met at the moment of CE marking. Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development has been completed and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation is recorded in Research & Development expenses. During the period of development, the asset is tested for impairment annually, or earlier when an impairment indicator occurs. As of balance sheet date, only the development costs of C-Cath ez Plant and equipment is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Repair and maintenance costs are recognised in the income statement as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: • Land and buildings: 15 to 20 years • Plant and equipment: 5 to 15 years • Laboratory equipment: 3 to 5 years • Office furniture: 3 to 10 years • Leasehold improvements: 3 to 10 years (based on duration of office building lease) An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised. The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end, and adjusted prospectively, if applicable. The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the income statement. Leased assets are depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. From time to time, the Group may enter into sale and leaseback transactions. If the sale and leaseback transaction results in a finance lease, any excess of sales proceeds over the carrying amount is deferred and amortised over the lease term. If the transaction results in an operating lease and the transaction occurred at fair value, any profit or loss is recognised immediately. NON-FINANCIAL The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating units (CGU) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax Where the carrying amount of an asset or CGU exceeds its recoverable amount, an impairment loss is immediately recognized as an expense and the asset carrying value is written down to its recoverable amount. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase. An impairment loss recognised on goodwill is however not reversed in a subsequent period. As of balance sheet date, the Group has two cash-generating units which consist of the development and commercialization activities on: • CYAD products candidate series based on CAR-T • C-Cathez Indicators of impairment used by the Group are the pre-clinical Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand and short-term deposits with an original maturity of one month or less. Cash and cash equivalents are carried in the balance sheet at nominal value. Classification The Group classifies its financial assets in the following category: loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. ‘Amortised cost’ measurement category refers to loans and receivables which are non-derivative non-current “(non-) (non-) Initial recognition and measurement All financial assets are recognized initially at fair value plus or minus, in the case of a financial asset not at fair value through profit or loss, directly attributable transaction costs. Subsequent measurement After initial measurement, financial assets are subsequently measured at amortised cost using the effective interest rate method (EIR), less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the income statement. The losses arising from impairment are recognised in the income statement. Impairment of financial assets In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. In other words, it is no longer necessary for a credit event to have occurred before credit losses are recognised. Specifically, IFRS 9 requires the Group to recognise a loss allowance for expected credit losses on trade receivables and contract assets. In particular, IFRS 9 requires the Group to measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses (ECL) if the credit risk on that financial instrument has increased significantly since initial recognition, or if the financial instrument is a purchased or originated credit-impaired financial asset. However, if the credit risk on a financial instrument has not increased significantly since initial recognition (except for a purchased or originated credit-impaired financial asset), the Group is required to measure the loss allowance for that financial instrument at an amount equal to 12-months ECL. IFRS 9 also requires a simplified approach for measuring the loss allowance at an amount equal to lifetime ECL for trade receivables, contract assets and lease receivables in certain circumstances. Given the current nature and size of operations of the Group, these requirements mainly apply to the financial assets reported under ‘non-current Given the nature and size of operations of the Group at prior year-end, Financial assets carried at amortised cost For financial assets carried at amortised cost the Group first assesses individually whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss has incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows. The present value of the estimated future cash flows is discounted at the financial assets’ original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income in the income statement. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a future write-off Classification The Group’s financial liabilities include “bank loans”, “finance leases”, “recoverable cash advances”, “contingent consideration and other financial liabilities”, “trade payables” and relevant financial liabilities within “Other (non-) Initial recognition and measurement All financial liabilities are recognized initially at fair value plus or minus, in the case of a financial liabilities not at fair value through profit or loss, directly attributable transaction costs Subsequent measurement The subsequent measurement of financial liabilities depends on their classification as above-explained. In particular: Contingent consideration The contingent consideration and other financial liabilities are recognized and measured at fair value at the acquisition date. After initial recognition, contingent consideration arrangements that are classified as liabilities are re-measured Details regarding the valuation of the contingent consideration are disclosed in Note 22. Recoverable Cash advances Recoverable cash advances granted by the Walloon Region are subsequently measured at amortized cost using the cumulative catch-up Trade payables and other payables After initial recognition, trade payables and other payables are measured at amortised cost using the effective interest method. Loans and borrowings After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised. Amortised cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the EIR. The EIR amortisation is included in finance expense in the income statement. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement. Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax Employee benefits Post-employment plan The Group operates a pension plan which requires defined contributions (DC) to be funded by the Group externally at a third-party insurance company. Under Belgian law, an employer must guarantee a minimum rate of return on the company’s contributions. Therefore, any pension plan (including DC plans) organized in Belgium is treated as defined benefit plans under IAS 19. At balance sheet date, the minimum rates of return guaranteed by the Group are as follows, in accordance with the law of 18 December 2015: • 1.75% for the employer’s contributions paid as from 1 January 2016 (variable rate based on Governemental bond OLO rates, with a minimum of 1.75% and a maximum of 3.75%); • 3.25% (fixed rate) for the employer’s contributions paid until 31 December 2015 The cost of providing benefits is determined using the projected unit credit (PUC) method, with actuarial valuations being carried out at the end of each annual reporting period, with the assistance of an independent actuarial firm. The liability recognized in the balance sheet in respect of the pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. The current service cost of the defined benefit plan, recognized in the income statement as part of the operating costs, reflects the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes, curtailments and settlements. Past-service costs are recognized immediately in the income statement. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in the operating costs in the income statement. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the period in which they arise. Short-term benefits Short-term employee benefits are those expected to be settled wholly before twelve months after the end of the annual reporting period during which employee services are rendered, but do not include termination benefits such as wages, salaries, profit-sharing and bonuses and non-monetary The undiscounted amount of the benefits expected to be paid in respect of services rendered by employees in an accounting period is recognised in that period. The expected cost of short-term compensated absences is recognised as the employees render services that increase their entitlement or, in the case of non-accumulating Share-based payments Certain employees, managers and members of the Board of Directors of the Group receive remuneration, as compensation for services rendered, in the form of share-based payments which are “equity-settled”. Measurement The cost of equity-settled share-based payments is measured by reference to the fair value at the date on which they are granted. The fair value is determined by using an appropriate pricing model, further details are given in note 16. Recognition The cost of equity-settled share-based payments is recorded as an expense, together with a corresponding increase in equity, over the period in which the service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number |
Risk Management
Risk Management | 12 Months Ended |
Dec. 31, 2018 | |
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Risk Management | NOTE 4. RISK MANAGEMENT Financial risk factors Interest rate risk The interest rate risk is very limited as the Group has only a limited amount of finance leases and outstanding bank loans. So far, because of the materiality of the exposure, the Group did not enter into any interest hedging arrangements. Credit risk Seen the limited amount of trade receivables due to the fact that sales to third parties are not significant, credit risk arises mainly from cash and cash equivalents and deposits with banks and financial institutions. The Group only works with international reputable commercial banks and financial institutions. Foreign exchange risk The Group is exposed to foreign exchange risk as certain collaborations or supply agreements of raw materials are denominated in USD. Moreover, the Group has also investments in foreign operations, whose net assets are exposed to foreign currency translation risk (USD). So far, the Group did not enter into any currency hedging arrangements. At year-end, EUR/USD foreign (loss)/gain exposure +2% +1% -1% -2% 31 December 2018 (€0.2 million) (€0.1 million) +€0.1 million +€0.2 million 31 December 2017 (€0.7 million) (€0.3 million) +€0.3 million +€0.7 million A depreciation of 1% on the USD versus EUR would translate into an unrealized foreign exchange loss of €115k for the Group at 31 December 2018. Liquidity risk The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank deposit and finance leases. The Group is exposed to liabilities and contingent liabilities as a result of the RCAs it has received from the Walloon Government, as we are required to make exploitation decisions. We refer to Note 20 for an analysis of the Group’s non-derivative Capital management The Group’s objectives when managing capital are to safeguard Celyad’ ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an adequate structure to limit to costs of capital. |
Critical accounting estimates a
Critical accounting estimates and judgments | 12 Months Ended |
Dec. 31, 2018 | |
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Critical accounting estimates and judgments | NOTE 5. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS The preparation of the Group’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. In the process of applying the Group’s accounting policies, management has made judgments and has used 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 addressed below. Going Concern When assessing going concern, the company’s Board of directors considers mainly the following factors: • the treasury available at balance sheet date • the cash burn projected in accordance with approved budget for next 12-month Revenue The recognition of revenue relating to license and collaboration agreements involves management estimates and requires judgement as to: (i) classifying the license agreement (right-to-use right-to-access (ii) identifying the performance obligations comprised in the contract; (iii) estimating probability for (pre-)clinical (iv) determining the agreed variable considerations to be included in the transaction price taking into account the constraining limit of the “highly probable” criteria; (v) allocating the transaction price according to the stand-alone selling price of each of the performance obligations; and (vi) estimating the finance component in the transaction price, based on the contract expected duration and discount rate. The management makes its judgment taking into account all information available about clinical status of the underlying projects at the reporting date and the legal analysis of each applicable contracts. Further details are contained in Note 24. Recoverable Cash Advances received from the Walloon Region As explained in note 3, accounting for RCAs requires initial recognition of the fair value of the loan received to determine the benefit of the below-market rate of interest, which shall be measured as the difference between the initial carrying value of the loan and the proceeds received. Loans granted to entities in their early stages of operations, for which there is significant uncertainty about whether any income will ultimately be generated and for which any income which will be generated will not arise until a number of years in the future, normally have high interest rates. Judgment is required to determine a rate which may apply to a loan granted on an open market basis. In accordance with the RCA agreements, the following two components are assessed when calculating estimated future cash flows: • 30% of the initial RCA, which is repayable when the company exploits the outcome of the research financed; and • a remaining amount, which is repayable based on a royalty percentage of future sales milestones. After initial recognition, RCA liabilities are measured at amortized cost using the cumulative catch up method requiring management to regularly revise its estimates of payments and to adjust the carrying amount of the financial liability to reflect actual and revised estimated cash flows. Measurement and impairment of non-financial With the exception of goodwill and certain intangible assets for which an annual impairment test is required, the Group is required to conduct impairment tests where there is an indication of impairment of an asset. Measuring the fair value of non-financial Business combinations In respect of acquired businesses by the Group, significant judgement is made to determine whether these acquisitions are to be considered as an asset deal or as a business combination. Determining whether a particular set of assets and activities is a business should be based on whether the integrated set is capable of being conducted and managed as a business by a market participant. Moreover, managerial judgement is particularly involved in the recognition and fair value measurement of the acquired assets, liabilities, contingent liabilities and contingent consideration. In making this assessment management considers the underlying economic substance of the items concerned in addition to the contractual terms. Contingent consideration provisions The Group records a liability for the estimated fair value of contingent consideration arising from business combinations. The estimated amounts are the expected payments, determined by considering the possible scenarios of forecast sales and other performance criteria, the amount to be paid under each scenario, and the probability of each scenario, which is then discounted to a net present value. The estimates could change substantially over time as new facts emerge and each scenario develops. Deferred Tax Assets Deferred tax assets for unused tax losses are recognized to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies. Further details are contained in Note 29. Share-based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 16. |
Operating segment information
Operating segment information | 12 Months Ended |
Dec. 31, 2018 | |
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Operating segment information | NOTE 6. OPERATING SEGMENT INFORMATION The chief operating decision-maker (CODM), who is responsible for making strategic decisions, allocating resources and assessing performance of the Group, has been identified as the Board of Directors. Since the acquisition of the oncological platform in 2015, the management and the CODM have determined that there are two operating segments, being: • the cardiology segment, regrouping the Cardiopoiesis platform, the Corquest Medical, Inc. (Corquest) platform and C-Cathez; • the immuno-oncology segment regrouping all assets developed based on the CAR-T Although the Group is currently active in Europe and in the US, no geographical financial information is currently available given the fact that the core operations are currently still in a study phase. No disaggregated information on product level or geographical level or any other level currently exists and hence also not considered by the Board of Directors for assessing performance or allocating resources. CODM is not reviewing assets by segments, hence no segment information per assets is disclosed. At reporting date, all of the Group non-current €’000 For the year ended December 31, 2016 Cardiology Immuno-oncology Corporate Group Total Revenue 84 9,929 10,013 Cost of Sales (53 ) (1,489 ) (1,542 ) Gross Profit 31 8,440 — 8,471 Research & Development expenses (12,704 ) (14,971 ) (27,675 ) General & Administrative expenses — — (9,744 ) (9,744 ) Other Income and expenses 1,540 1,800 3,340 Operating Profit (Loss) (11,133 ) (4,731 ) (9,744 ) (25,609 ) Net Financial Charges — — 1,997 1,997 Profit (Loss) before taxes (11,133 ) (4,731 ) (7,747 ) (23,612 ) Income Taxes — — 6 6 Profit (Loss) for the year 2016 (11,133 ) (4,731 ) (7,742 ) (23,606 ) In August 2016, the Group has received a non-refundable non-refundable C-Cath ez €’000 For the year ended December 31, 2017 Cardiology Immuno-oncology Corporate Group Total Revenues 35 3,505 3,540 Cost of Sales (515 ) (515 ) Gross Profit 35 2,990 — 3,025 Research & Development expenses (2,881 ) (20,027 ) — (22,908 ) General & Administrative expenses — — (9,310 ) (9,310 ) Other Income and expenses 1,070 151 1,370 2,590 Non-recurring (1,932 ) — (24,341 ) (26,273 ) Operating Profit (Loss) (3,708 ) (16,886 ) (32,281 ) (52,876 ) Net Financial Charges — — (3,518 ) (3,518 ) Profit (Loss) before taxes (3,708 ) (16,886 ) (35,799 ) (56,396 ) Income Taxes — — 1 1 Profit (Loss) for the year 2017 (3,708 ) (16,886 ) (35,798 ) (56,395 ) In 2017, there were some important one-time non-recurrent non-recurrent €’000 For the year ended December 31, 2018 Cardiology Immuno-oncology Corporate Group Total Revenues 2,399 716 — 3,115 Cost of Sales — — — — Gross Profit 2,399 716 — 3,115 Research & Development expenses (375 ) (23,202 ) — (23,577 ) General & Administrative expenses — — (10,387 ) (10,387 ) Other Income and expenses (686 ) (6,765 ) 130 (7,321 ) Recurring operating profit (Loss) - REBIT 1,338 (29,251 ) (10,257 ) (38,170 ) Non-recurring — — — — Operating Profit (Loss) 1,338 (29,251 ) (10,257 ) (38,170 ) Net Financial Result — — 743 743 Profit (Loss) before taxes 1,338 (29,251 ) (9,515 ) (37,427 ) Income Taxes — — — — Profit (Loss) for the year 2018 1,338 (29,251 ) (9,515 ) (37,427 ) In 2018, the Group entered into a license agreement with Mesoblast relating to the C-Cathez |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2018 | |
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Intangible assets | NOTE 7: INTANGIBLE ASSETS The change in intangible assets is broken down as follows, per class of assets: (€’000) Goodwill In-process Development Patents, Software Total Cost: At 1 January 2017 1,040 39,655 1,084 13,337 202 55,318 Additions — — — — — — Currency translation adjustments (126 ) (4,801 ) — — 3 (4,924 ) Divestiture — — — — (93 ) (93 ) At 31 December 2017 914 34,854 1,084 13,337 111 50,300 Additions — — — 877 55 932 Currency translation adjustments (31 ) (1,177 ) — — — (1,208 ) Divestiture — — — — (2 ) (2 ) At 31 December 2018 883 33,677 1,084 14,214 164 50,022 Accumulated amortisation At 1 January 2017 — — (279 ) (5,373 ) (100 ) (5,752 ) Amortisation charge — — (66 ) (7,964 ) (7 ) (8,038 ) Divestiture — — — — (3 ) (3 ) At 31 December 2017 — — (345 ) (13,337 ) (110 ) (13,792 ) Amortisation charge — — (66 ) (1 ) (0 ) (68 ) Divestiture — — — — 2 2 Impairment (non-recurring — — — — — — At 31 December 2018 — — (411 ) (13,338 ) (109 ) (13,858 ) Net book value Cost 914 34,854 1,084 13,337 111 50,300 Accumulated amortisation — — (345 ) (13,337 ) (110 ) (13,792 ) At 31 December 2017 914 34,854 739 0 1 36,508 Cost 883 33,677 1,084 14,214 164 50,022 Accumulated amortisation — — (411 ) (13,338 ) (109 ) (13,858 ) At 31 December 2018 883 33,677 673 876 55 36,163 The capitalised development costs relate to the development of C-Cathez. C-Cathez, C-Cathez C-Cure, CYAD-01, CYAD-02, CYAD-101…) Goodwill, In-process • Goodwill and In-process In-Process • A licence, granted in August 2007 by Mayo Clinic (for an amount of €9.5 million) upon the Group’s inception and an extension to the licensed field of use, granted on 29 October 2010 for a total amount of €2.3 million. The licence and its extension were amortised straight line over a period of 20 years, in accordance with the license term. A €6.0 million impairment loss has been recognised on the remaining net book value in the year ended 31 December 2017. • Patents acquired upon the acquisition of CorQuest LLC in November 2014. The fair value of these intellectual rights was then determined to be €1.5 million. These patents were amortised over 18 years, corresponding to the remaining intellectual property protection filed for the first patent application in 2012. A €1.2 million impairment loss has been recognised on the remaining net book value in the year ended 31 December 2017. • Exclusive Agreement for Horizon Discovery’s shRNA Platform to develop next-generation allogenic CAR-T Impairment testing Impairment testing is detailed below. OnCyte, LLC goodwill and IPRD impairment test Goodwill and In-process 12-year CYAD-01 CYAD-101 CYAD-01 CYAD-101. Management’s key assumptions about projected cash flows when determining fair value less costs to sell are as follows: • Discount rate (WACC) 13.9%, in line with industry standards for biotechnological companies and WACC used by Equity Research companies following the Group • Sales revenue growth in the Terminal Value a decline of 25% of the estimated product revenue has been considered in the Terminal Value (for infinite extrapolation purposes) • Probabilities of Success (PoS) based on Clinical Development Success Rates observed for the period 2006-2015 determined by independent business intelligence consulting companies for hematologic and solid oncological diseases. Probability of our product candidates getting on the market used were in line with prior year and as follows: PoS Phase I Phase I to II Phase II to Phase III to BLA to Cumulative CYAD-01 CYAD-101 100 % 63 % 26 % 45 % 84 % 6.4 % The sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. The following table presents the sensitivity analyses of the recoverable amount of the CGU associated to the immuno-oncology operations: Sensitivity analysis Discount rate (WACC) Terminal Revenue Growth rate Impact on model 13.90% 14.65% 15.40% -35% -8% -16% -23% -30% -5% -13% -20% -25% Model -9% -16% Even at the lower terminal revenue growth and higher discount rate, the recoverable value of the CGU exceeded its carrying amount at balance sheet date. C-Cure Pursuant to prior year’s strategic decision to focus all the efforts of the Group on the development of the immuno-oncology platform and the lack of strategic business development opportunities identified for the C-Cure year-end, |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2018 | |
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Property, plant and equipment | NOTE 8: PROPERTY, PLANT AND EQUIPMENT (€’000) Equipment Furnitures Leasehold Total Cost: At 1 January 2017 3,999 465 2,947 7,410 Additions 823 — 129 952 Acquisition of BMS SA — — — — Disposals (281 ) (9 ) (9 ) (299 ) Currency translation adjustments (3 ) (11 ) (8 ) (23 ) At 31 December 2017 4,537 445 3,059 8,041 Additions 564 10 260 833 Reclass BMS SA (1,032 ) 24 1,007 (0 ) Disposals (123 ) (154 ) (140 ) (417 ) Currency translation adjustments 1 4 8 13 At 31 December 2018 3,947 329 4,195 8,470 Accumulated depreciation: At 1 January 2017 (2,752 ) (184 ) (912 ) (3,847 ) Depreciation charge (note 5.25) (424 ) (56 ) (486 ) (966 ) Acquisition of BMS SA — — — — Currency translation adjustments 1 1 0 2 Disposals 50 9 2 61 At 31 December 2017 (3,126 ) (229 ) (1,395 ) (4,750 ) Reclass BMS SA 786 (24 ) (761 ) (0 ) Depreciation charge (note 5.25) (529 ) (49 ) (469 ) (1,048 ) Disposals 117 93 133 343 Currency translation adjustments 0 (1 ) (1 ) (1 ) At 31 December 2018 (2,751 ) (211 ) (2,494 ) (5,456 ) Net book value Cost 4,537 445 3,059 8,041 Accumulated depreciation (3,126 ) (229 ) (1,395 ) (4,750 ) At 31 December 2017 1,412 215 1,664 3,290 Cost 3,947 328 4,195 8,470 Accumulated depreciation (2,751 ) (211 ) (2,494 ) (5,456 ) At 31 December 2018 1,196 117 1,701 3,013 Property, Plant and Equipment is mainly composed of office furniture, leasehold improvements, and laboratory equipment. The acquisition of BMS in 2016 was accounted for as an asset deal. The fair value of the assets acquired is concentrated in one identifiable asset, i.e. the GMP laboratories. A reclass of BMS equipments to Leashold has been operated in 2018 without having any impact on the net book value. The difference between the purchase price and the net assets of BMS at the date of acquisition is then allocated entirely to the Property, Plant and Equipment. Finance leases Lease contracts considered as finance lease relate to some contracts with financial institutions and relate to laboratory and office equipment. All finance leases have a maturity of three years. A key common feature is that they include a bargain option to purchase the leased asset at the end of the three-year-lease term. The total of future minimum lease payments at the end of the reporting period, and their present value reported on the balance sheet, are similar amounts. |
Other non-current assets
Other non-current assets | 12 Months Ended |
Dec. 31, 2018 | |
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Other non-current assets | NOTE 9: OTHER NON-CURRENT (€’000) As at 31 December, 2018 2017 Non-current 1,743 0 Total 1,743 0 In May 2018, the Group has entered into an exclusive license agreement with Mesoblast. More details on the transaction and its revenue recognition pattern is set forth in disclosure note 24. (€’000) As at 31 December, 2018 2017 Deposits 215 273 R&D Tax credit receivable 1,472 1,161 Total 1,687 1,434 The non-current In 2017, the Company recognized for the first time a receivable on the amounts to collect from the federal government as R&D tax credit (€1.2 million), including a one-off catch-up |
Inventories and Work in Progres
Inventories and Work in Progress | 12 Months Ended |
Dec. 31, 2018 | |
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Inventories and Work in Progress | NOTE 10: INVENTORIES AND WORK IN PROGRESS Not applicable |
Trade, Other Receivables and Ot
Trade, Other Receivables and Other current assets | 12 Months Ended |
Dec. 31, 2018 | |
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Trade, Other Receivables and Other current assets | NOTE 11: TRADE, OTHER RECEIVABLES AND OTHER CURRENT ASSETS (€’000) As at 31 December, 2018 2017 Trade receivables 277 64 Advance deposits 90 152 Other trade receivables 0 17 Total Trade and Other receivables 367 233 Prepaid expenses 593 744 VAT receivable 255 391 Income and other tax receivables 737 1,120 Total Other current assets 1,585 2,255 Impairment of receivables is assessed on an individual basis at the end of each accounting year. At balance sheet date, no receivable was overdue. There were no carrying amounts for trade and other receivables denominated in foreign currencies and no impairments were recorded. Trade receivables balance increase due to a non-clinical year-end). At 31 December 2017, income tax receivables include an open balance for two fiscal years (2017 and 2016), while only one (2018) at 31 December 2018. As of 31 December 2018, other trade receivables mainly decrease due to lower withholding tax to be received from our short-term deposits interests. |
Short Term Investments
Short Term Investments | 12 Months Ended |
Dec. 31, 2018 | |
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Short Term Investments | NOTE 12: SHORT-TERM INVESTMENTS (€’000) As at 31 December, 2018 2017 Short-term cash deposits 8,559 10,653 Investment in equity securities 639 — Total 9,197 10,653 Amounts recorded as short-term investments correspond to short-term cash deposits with fixed interest rates. Short-term deposits are made for variable periods (from 1 to 12 months) depending on the short-term cash requirements of the Group. Interest is calculated at the respective short-term deposit rates. Mesoblast equity shares received in settlement of the upfront payment for the C-CathEZ marked-to-market year-end. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2018 | |
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Cash and Cash Equivalents | NOTE 13: CASH AND CASH EQUIVALENTS (€’000) As at 31 December, 2018 2017 Cash at bank and on hand 40,542 23,253 Total 40,542 23,253 Cash at banks earn interest at floating rates based on daily bank deposit rates. The credit quality of cash and cash equivalents and short-term cash deposit balances may be categorised between A-1 |
Investment in Subsidiaries
Investment in Subsidiaries | 12 Months Ended |
Dec. 31, 2018 | |
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Investment in Subsidiaries | NOTE 14: INVESTMENT IN SUBSIDIARIES The consolidation scope of Celyad Group is as follows, for both current and comparative years presented in these year-end Name Country of Nature of Business Proportion of Proportion of Proportion of by non-controlling Celyad Inc. USA Biopharma 100 % 100 % 0 % OnCyte, LLC USA Biopharma 100 % 100 % 0 % CorQuest Medical, Inc. USA Medical Device 100 % 100 % 0 % Biological Manufacturing Services SA Belgium GMP laboratories 100 % 100 % 0 % Biologicial Manufacturing Services SA (BMS) has been acquired in May 2016. BMS owns GMP laboratories. BMS rent its laboratories to Celyad SA since 2009 and until 30 April 2016. Until the acquisition, BMS had been treated as a related party to Celyad. Cardio3 Inc was incorporated in 2011 to support clinical and regulatory activities of the Group in the US. Cardio3 Inc was renamed in Celyad Inc in 2015. The growth of the activities of Celyad Inc is associated to the development of the US clinical and regulatory activities of the Group in the US. Corquest Inc has been acquired on 5 November 2014. Corquest Inc. is developing Heart XS, a new access route to the left atrium. Oncyte LLC had been acquired on 21 January 2015. It has been liquidated in March 2018. Oncyte LLC was the company hosting the CAR T-Cell pre-clinical |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2018 | |
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Share Capital | NOTE 15: SHARE CAPITAL The number of shares issued is expressed in units. As at 31 December, 2018 2017 Total number of issued and outstanding shares 11,942,344 9,867,844 Total share capital (€’000) 41,552 34,337 As of 31 December 2018, the share capital amounts to €41,552k represented by 11,942,344 fully authorized and subscribed and paid-up non-employees History of the capital of the Company The Company has been incorporated on July 24, 2007 with a share capital of €62,500 by the issuance of 409,375 class A shares. On August 31, 2007, the Company has issued 261,732 class A shares to Mayo Clinic by way of a contribution in kind of the upfront fee that was due upon execution of the Mayo Licence for a total amount of €9,500,000. Round B Investors have participated in a capital increase of the Company by way of a contribution in kind of a convertible loan (€2,387,049) and a contribution in cash (€4,849,624 of which €1,949,624 uncalled) on December 23, 2008; 204,652 class B shares have been issued at the occasion of that capital increase. Since then, the capital is divided in 875,759 shares, of which 671,107 are class A shares and 204,652 are class B shares. On October 29, 2010, the Company closed its third financing round resulting in a capital increase totalling €12,100,809. The capital increase can be detailed as follows: • capital increase in cash by certain existing investors for a total amount of €2,609,320.48 by the issuance of 73,793 class B shares at a price of €35.36 per share; • capital increase in cash by certain existing investors for a total amount of €471,240 by the issuance of 21,000 class B shares at a price of €22.44 per share; • capital increase in cash by certain new investors for a total amount of €399,921.60 by the issuance of 9,048 class B shares at a price of €44.20 per share; • exercise of 12,300 warrants (“Warrants A”) granted to the Round C investors with total proceeds of €276,012 and issuance of 12,300 class B shares. The exercise price was €22.44 per Warrant A; • contribution in kind by means of conversion of the loan C for a total amount of €3,255,524.48 (accrued interest included) by the issuance of 92,068 class B shares at a conversion price of €35.36 per share; • contribution in kind by means of conversion of the loan D for a total amount of €2,018,879.20 (accrued interest included) by the issuance of 57,095 class B shares at a conversion price of €35.36 per share. The loan D is a convertible loan granted by certain investors to the Company on 14 October 2010 for a nominal amount of €2,010,000. • contribution in kind of a payable towards Mayo Foundation for Medical Education and Research for a total amount of €3,069,911 by the issuance of 69,455 class B shares at a price of €44.20 per share. The payable towards Mayo Clinic was related to (i) research undertaken by Mayo Clinic in the years 2009 and 2010, (ii) delivery of certain materials, (iii) expansion of the Mayo Clinical Technology Licence Contract by way the Second Amendment dated October 18, 2010. On May 5, 2011, pursuant the decision of the Extraordinary General Meeting, the capital was reduced by an amount of €18,925,474 equivalent to the outstanding net loss as of 31 December 2010. On 31 May 2013, the Company closed its fourth financing round, the ‘Round D financing’. The convertible loans E, F, G and H previously recorded as financial debt were converted in shares which led to an increase in equity for a total amount of €28,645k of which € 5,026k is accounted for as capital and € 6,988k as share premium. The remainder (€ 16,613k) is accounted for as other reserves. Furthermore, a contribution in cash by existing shareholders of the Company led to an increase in share capital and issue premium by an amount of €7,000k. At the Extraordinary Shareholders Meeting of June 11, 2013 all existing classes of shares of the Company have been converted into ordinary shares. Preferred shares have been converted at a 1 for 1 ratio and subsequently. On July 5, 2013, the Company completed its Initial Public Offering. The Company issued 1,381,500 new shares at €16.65 per shares, corresponding to a total of €23,002k. On July 15, 2013, the over-allotment option was fully exercised for a total amount of €3,450k corresponding to 207,225 new shares. The total IPO proceeds amounted to €26,452k and the capital and the share premium of the Company increased accordingly. The costs relating to the capital increases performed in 2013 amounted to €2.8 million and are presented in deduction of share premium. On June 11, 2013, the Extraordinary General Shareholders’ Meeting of Celyad SA authorized the Board of Directors to increase the share capital of the Company, in one or several times, and under certain conditions set forth in extenso in the articles of association. This authorization is valid for a period of five years starting on July 26, 2013 and until July 26, 2018. The Board of Directors may increase the share capital of the Company within the framework of the authorized capital for an amount of up to €21,413k. Over the course of 2014, the capital of the Company was increased in June 2014 by way of a capital increase of €25,000k represented by 568,180 new shares fully subscribed by Medisun International Limited. In 2014, the capital of the Company was also increased by way of exercise of Company warrants. Over four different exercise periods, 139,415 warrants were exercised resulting in the issuance of 139,415 new shares. The capital and the share premium of the Company were therefore increased respectively by €488k and €500k. In January 2015, the shares of OnCyte, LLC were contributed to the capital of the Company, resulting in a capital increase of €3,452k and the issuance of 93,087 new shares. In 2015, the Company conducted two fund raisings. A private placement was closed in March resulting in a capital increase of €31,745k represented by 713,380 new shares. The Company also completed an IPO on Nasdaq in June, resulting in a capital increase of €87,965k represented by 1,460,000 new shares. Also in 2015, the capital of the Company was also increased by way of exercise of Company warrants. Over three different exercise periods, 6,749 warrants were exercised resulting in the issuance of 6,749 new shares. The capital and the share premium of the Company were therefore increased respectively by €23k and €196k. Over 2017 the capital of the Company was also increased by way of exercise of Company warrants. Over four different exercise periods, 225,966 warrants were exercised resulting in the issuance of 225,966 new shares. The capital of the Company was therefore increased by €625k. In August 2017, pursuant to the amendment of the agreements with Celdara Medical LLC and Dartmouth College, the CAR-T In May 2018 the Company completed a global offering of $54.4 million (€46.1 million), resulting in cash proceeds for an amount of €43.0 million net of bank fees and transaction costs. As of 31 December 2018, all shares issued have been fully paid. The following share issuances occurred since the incorporation of the Company: Category Transaction date Description # of shares Par value Class A shares 24 July 2007 Company incorporation 409,375 0.15 Class A shares 31 August 2007 Contribution in kind (upfront fee Mayo Licence) 261,732 36.30 Class B shares 23 December 2008 Capital increase (Round B) 137,150 35.36 Class B shares 23 December 2008 Contribution in kind (Loan B) 67,502 35.36 Class B shares 28 October 2010 Contribution in cash 21,000 22.44 Class B shares 28 October 2010 Contribution in kind (Loan C) 92,068 35.36 Class B shares 28 October 2010 Contribution in kind (Loan D) 57,095 35.36 Class B shares 28 October 2010 Contribution in cash 73,793 35.36 Class B shares 28 October 2010 Exercise of warrants 12,300 22.44 Class B shares 28 October 2010 Contribution in kind (Mayo receivable) 69,455 44.20 Class B shares 28 October 2010 Contribution in cash 9,048 44.20 Class B shares 31 May 2013 Contribution in kind (Loan E) 118,365 38.39 Class B shares 31 May 2013 Contribution in kind (Loan F) 56,936 38.39 Class B shares 31 May 2013 Contribution in kind (Loan G) 654,301 4.52 Class B shares 31 May 2013 Contribution in kind (Loan H) 75,755 30.71 Class B shares 31 May 2013 Contribution in cash 219,016 31.96 Class B shares 4 June 2013 Conversion of warrants 2,409,176 0.01 Ordinary shares 11 June 2013 Conversion of Class A and Class B shares in ordinary shares 4,744,067 — Ordinary shares 5 July 2013 Initial Public Offering 1,381,500 16.65 Ordinary shares 15 July 2013 Exercise of over-allotment option 207,225 16.65 Ordinary shares 31 January 2014 Exercise of warrants issued in September 2008 5,966 22.44 Ordinary shares 31 January 2014 Exercise of warrants issued in May 2010 333 22.44 Ordinary shares 31 January 2014 Exercise of warrants issued in January 2013 120,000 4.52 Ordinary shares 30 April 2014 Exercise of warrants issued in September 2008 2,366 22.44 Ordinary shares 16 June 2014 Capital increase 284,090 44.00 Ordinary shares 30 June 2014 Capital increase 284,090 44.00 Ordinary shares 4 August 2014 Exercise of warrants issued in September 2008 5,000 22.44 Ordinary shares 4 August 2014 Exercise of warrants issued in October 2010 750 35.36 Ordinary shares 3 November 2014 Exercise of warrants issued in September 2008 5,000 22.44 Ordinary shares 21 January 2015 Contribution in kind (Celdara Medical LLC) 93,087 37.08 Ordinary shares 7 February 2015 Exercice of warrant issued in May 2010 333 22.44 Ordinary shares 3 March 2015 Capital increase 713,380 44.50 Ordinary shares 11 May 2015 Exercice of warrant issued in May 2010 500 22.44 Ordinary shares 24 June 2015 Capital increase 1,460,000 60.25 Ordinary shares 4 August 2015 Exercice of warrant issued in May 2010 666 22.44 Ordinary shares 4 August 2015 Exercice of warrant issued in October 2010 5,250 35.36 Ordinary shares 1 february 2017 Exercice of warrant issued in May 2013 207,250 2.64 Ordinary shares 2 May 2017 Exercice of warrant issued in May 2013 4,900 2.64 Ordinary shares 1 August 2017 Exercice of warrant issued in May 2013 7,950 2.64 Ordinary shares 23 August 2017 Contribution in kind (Celdara Medical LLC) 328,275 32.35 Ordinary shares 9 November 2017 Exercice of warrant issued in May 2013 5,000 2.64 Ordinary shares 9 November 2017 Exercice of warrant issued in October 2010 866 35.36 Ordinary shares 7 February 2018 Exercice of warrant issued in May 2013 4,500 2.64 Ordinary shares 22 May 2018 Capital increase 2,070,000 22.29 (€000) Date Nature of the transactions Share Share Number of shares Balance as at January 1st, 2017 32,571 158,010 9,313,603 Issue of shares related to exercise of warrants 625 225,966 Capital increase resulting from Celdara and Dartmouth College agreements amendment 1,141 9,479 328,275 Share-based payments 2,808 Balance as at December 31, 2017 34,337 170,297 9,867,844 Issue of shares related to exercise of warrants 12 0 4,500 Capital increase as a result of the global offering 7,204 35,796 2,070,000 Share-based payments 56 Balance as at December 31, 2018 41,552 206,149 11,942,344 The total number of shares issued and outstanding as of 31 December 2018 totals 11,942,344 and are ordinary common shares. |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2018 | |
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Share-Based Payments | NOTE 16: SHARE-BASED PAYMENTS The Company operates an equity-based compensation plan, whereby warrants are granted to directors, management and selected employees and non-employees. Each warrant gives the beneficiaries the right to subscribe to one common share of the Company. The warrants are granted for free and have an exercise price equal to the lower of the average closing price of the Celyad share over the 30 days prior to the offer, and the last closing price before the day of the offer, as determined by the Board of Directors of the Company. Changes in the number of warrants outstanding and their related weighted average exercise prices are as follows: 2018 2017 Weighted average Number of warrants Weighted average Number of warrants Outstanding as at 1 January 31.76 674,962 20.92 571,444 Granted 23.09 111,600 30.37 367,100 Forfeited 28.79 50,833 28.50 31,817 Exercised 2.64 4,500 2.77 225,966 Expired — — 22.44 5,799 At 31 December 30.71 731,229 31.76 674,962 There were 4,500 warrants exercised in 2018, that were issued in May 2013. Warrants outstanding at the end of the year have the following expiry date and exercise price: Warrant plan issuance Vesting date Expiry date Number of warrants Number of warrants Exercise price 29 October 2010 29 October 2013 29 October 2020 766 766 35.36 06 May 2013 06 May 2016 06 May 2023 2,500 7,000 2.64 05 May 2014 05 May 2017 05 May 2024 60,697 60,697 36.69 05 November 2015 05 November 2018 05 November 2025 245,982 253,065 33.27 08 December 2016 08 December 2019 08 December 2021 42,500 45,000 22.46 29 June 2017 29 June 2020 29 June 2022 294,484 308,434 31.50 26 October 2018 26 October 2021 26 October 2023 84,300 21.16 731,229 674,962 Warrants issued on October 29, 2010 At the Extraordinary Shareholders Meeting of October 29, 2010, a plan of 79,500 warrants was approved. Warrants were offered to Company’s employees, non-employees The 61,050 warrants were vested in equal tranches over a period of three years. The warrants become 100% vested after the third anniversary the issuance. The warrants that are vested can only be exercised at the end of the third calendar year following the issuance date, thus starting on January 1 st Warrants issued on May 6, 2013 At the Extraordinary Shareholders Meeting of 6 May 2013, a plan of 266,241 warrants was approved. Warrants were offered to Company’s employees and management team. Out of the 266,241 warrants offered, 253,150 warrants were accepted by the beneficiaries and 2,500 warrants are outstanding on the date hereof. The 253,150 warrants were vested in equal tranches over a period of three years. The warrants become 100% vested after the third anniversary the issuance. The warrants that are vested can only be exercised at the end of the third calendar year following the issuance date, thus starting on 1 January 2017. The exercise price amounts to €2.64. Warrants not exercised within 10 years after issue become null and void. Warrants issued on May 5, 2014 At the Extraordinary Shareholders Meeting of 5 May 2014, a plan of 100,000 warrants was approved. Warrants were offered to Company’s new comers (employees, non-employees The 100,000 warrants were vested in equal tranches over a period of three years. The warrants become 100% vested after the third anniversary the issuance. The warrants that are vested can only be exercised at the end of the third calendar year following the issuance date, thus starting on 1 January 2018. The exercise price of the different tranches ranges from €33.49 to €45.05. Warrants not exercised within 10 years after issue become null and void. Warrants issued on November 5, 2015 At the Extraordinary Shareholders Meeting of 5 November 2015, a plan of 466,000 warrants was approved. Warrants were offered to Company’s new comers (employees, non-employees Theses warrants vest in equal tranches over a period of three years. The warrants become 100% vested after the third anniversary of issuance. The warrants that are vested can only be exercised as from the end of the third calendar year following the issuance date, thus starting on 1 January 2019. The exercise price of the different tranches ranges from €15.90 to €34.65. Warrants not exercised within 10 years after issue become null and void. Warrants issued on December 8, 2016 On 8 December 2016, the Board of Directors issued a new plan of 100,000 warrants. An equivalent number of warrants were cancelled from the remaining pool of warrants of the plan of 5 November 2015. Warrants were offered to Company’s new comers (employees and non-employees) Theses warrants will vest in equal tranches over a period of three years. The warrants become 100% vested after the third anniversary of issuance. The warrants that are vested can only be exercised as from the end of the third calendar year following the issuance date, thus starting on 1 January 2020. The exercise price of the different tranches ranges from €17.60 to €36.81. Warrants not exercised within 5 years after issue become null and void. Warrants issued on June 29, 2017 At the Extraordinary Shareholders Meeting of 29 June 2017, a plan of 520,000 warrants was approved. Warrants were offered in different tranches to beneficiaries (employees, non-employees Theses warrants will be vested in equal tranches over a period of three years. The warrants become 100% vested after the third anniversary of issuance. The warrants that are vested can only be exercised as from the end of the third calendar year following the issuance date, thus starting on 1 January 2021. The exercise price of the different tranches ranges from €31.34 to €47.22. Warrants not exercised within 5 years after issue become null and void. The fair value of the warrants has been determined at grant date based on the Black-Scholes formula. The variables, used in this model, are: Warrants issued on 29 October 31 January 06 May 05 May 05 Nov. 08 Dec. 29 June 26 October Number of warrants issued 79,500 140,000 266,241 100,000 466,000 100,000 520,000 700,000 Number of warrants granted 61,050 120,000 253,150 94,400 343,550 45,000 334,400 89,300 Number of warrants not fully vested as of 31 December 2018 0 0 0 0 25,167 42,500 294,484 84,300 Average exercise price (in €) 35.36 4.52 2.64 36.69 33.27 22.46 31.50 21.16 Expected share value volatility 35.60 % 35.60 % 39.55 % 67.73 % 60.53 % 61.03 % 60.61 % 58.82 % Risk-free interest rate 3.21 % 2.30 % 2.06 % 1.09 % 0.26 % -0.40 % -0.23 % -0.06 % Average fair value (in €) 9.00 2.22 12.44 24.55 21.66 11.28 15.68 10.77 Weighted average remaining contractual life 1.82 4.08 4.34 5.34 6.84 2.94 3.49 4.82 The total net expense recognised in the income statement for the outstanding warrants totals €3.6 million for the year 2018 (€2.6 million for the prior year 2017). |
Post-Employment Benefits
Post-Employment Benefits | 12 Months Ended |
Dec. 31, 2018 | |
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Post-Employment Benefits | NOTE 17: POST-EMPLOYMENT BENEFITS (€’000) As at 31 December, 2018 2017 Pension obligations 131 204 Total 131 204 The Group operates a pension plan which requires contributions to be made by the Group to an insurance company. The pension plan is a defined contribution plan. However, because of the Belgian legislation applicable to 2nd pillar pension plans (so-called At the end of each year, Celyad is measuring and accounting for the potential impact of defined benefit accounting for these pension plans with a minimum fixed guaranteed return. The contributions to the plan are determined as a percentage of the yearly salary. There are no employee contributions. The benefit also includes a death in service benefit. The amounts recognised in the balance sheet are determined as follows: As at 31 December, (€’000) 2018 2017 Present value of funded obligations 1,838 1,705 Fair value of plan assets (1,706 ) (1,500 ) Deficit of funded plans 131 204 Total deficit of defined benefit pension plans 131 204 Liability in the balance sheet 131 204 The movement in the defined benefit liability over the year is as follows: (€’000) Present value of Fair value of plan Total As at 1 January 2017 1,509 1,305 204 Current service cost 201 — 201 Interest expense/(income) 32 26 6 1,742 1,331 411 Remeasurements - Return on plan assets, excluding amounts included in interest expense/(income) — 5 (5 ) - Actuarial (Gain)/loss due to change in actuarial assumptions — — — - Actuarial (Gain)/Loss due to experience 5 — 5 5 5 — Employer contributions: 206 (206 ) Benefits Paid (30 ) (30 ) (1 ) At 31 December 2017 1,704 1,499 204 As at 1 January 2018 1,704 1,499 204 Current service cost 190 190 Interest expense/(income) 36 31 5 1,929 1,530 399 Remeasurements - Return on plan assets, excluding amounts included in interest expense/(income) 9 (9 ) - Actuarial (Gain)/loss due to change in actuarial assumptions (58 ) (58 ) - Actuarial (Gain)/Loss due to experience (3 ) (3 ) (61 ) 9. (70 ) Employer contributions: 198 (198 ) Benefits Paid (31 ) (31 ) — At 31 December 2018 1,838 1,707 131 The income statement charge included in operating profit for post-employment benefits amount to: (€’000) 2018 2017 Current service cost 190 201 Interest expense on DBO 36 32 Expected return on plan assets (30 ) (26 ) Net periodic pension cost 195 207 The re-measurements (€’000) 2018 2017 Effect of changes in actuarial assumptions (58 ) — Effect of experience adjustments (3 ) 5 (Gain)/Loss on assets for the year (9 ) (5 ) Remeasurement of post-employment benefit obligations (70 ) — Plan assets relate all to qualifying insurance policies. The significant actuarial assumptions as per 31 December 2018 were as follows: Demographic assumptions (for both current and comparative years presented in these year-end • Mortality tables: mortality rates-5 • Withdrawal rate: 5% each year • Retirement age: 65 years Economic assumptions: • Yearly inflation rate: 1,8% • Yearly salary raise: 1,5% (above inflation) • Yearly discount rate: 2.2% If the discount rate would decrease with 0,5% then, the defined benefit obligation would increase with 5,5%. Reversely if the discount rate would increase with 0,5% then the defined benefit obligation would decrease with 3,5%. The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised within the statement of financial position. Through its defined benefit pension plan, the Group is exposed to a number of risks, the most significant of which are detailed below: • Changes in discount rate: a decrease in discount rate will increase plan liabilities; • Inflation risk: the pension obligations are linked to inflation, and higher inflation will lead to higher liabilities. The majority of the plan’s assets are either unaffected by or loosely correlated with inflation, meaning that an increase in inflation will also increase the deficit. The investment positions are managed by the insurance company within an asset-liability matching framework that has been developed to achieve long-term investments that are in line with the obligations under the pension schemes. Expected contributions to pension plans for next financial year amount to €0.2 million. |
Other Reserves
Other Reserves | 12 Months Ended |
Dec. 31, 2018 | |
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Other Reserves | NOTE 18: OTHER RESERVES (€’000 ) Share based Convertible Currency Total Balance as at 1st January 2017 6,946 16,631 752 24,329 Vested share-based payments (239 ) (239 ) Currency Translation differences subsidiaries (769 ) (769 ) Balance as at 31 December 2017 6,707 16,631 (17 ) 23,321 Vested share-based payments 3,539 3,539 Currency Translation differences subsidiaries (1,194 ) (1,194 ) Balance as at 31 December 2018 10,246 16,631 (1,211 ) 25,666 |
Advances Repayable
Advances Repayable | 12 Months Ended |
Dec. 31, 2018 | |
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Advances Repayable | NOTE 19: ADVANCES REPAYABLE As at December 31, (€’000) 2018 2017 Total Non-Current st 1,544 7,330 Total Non-Current 2,864 1,544 Total Current portion as at 1 st 226 1,108 Total Current portion as at 31 December 276 226 The Group receives government support in the form of recoverable cash advances from the Walloon Region in order to compensate the research and development costs incurred by the Group. At balance sheet date, the Company has been granted total recoverable cash advances amounting to €26.7 million. Out of this total amount : i) €23.7 million have been received to date ; ii) out of the active contracts, an amount of €1.4 million should be received in 2019 or later depending on the progress of the different programs partially funded by the Region ; and iii) an amount of €1.5 million refer to contracts for which the exploitation has been abandoned (and thus will not be received). For further details, reference is made to the table below which shows (i) the year for which amounts under those agreements have been received and initially recognised on the balance sheet for the financial liability and deferred grant income components and (ii) a description of the specific characteristics of those recoverable cash advances including repayment schedule and information on other outstanding advances. In 2019, we will be required to make exploitation decisions on our remaining outstanding RCA related to the CAR-T (in €’000) Amounts received for the years ended Amounts to be received As at 31 Id Project Contractual Prior 2017 2018 Cumulated 2019 Status Amount 5160 C-Cure 2,920 2,920 — 2,920 — Abandoned 0 5731 C-Cure 3,400 3,400 — 3,400 — Abandoned 0 5914 C-Cure 700 687 — 687 — Abandoned 180 5915 C-Cathez 910 910 — 910 — Exploitation 460 5951 Industrialization 1,470 866 — 866 — Abandoned 245 6003 C-Cure 1,729 1715 — 1715 — Abandoned 0 6230 C-Cure 1,084 1084 — 1084 — Abandoned 0 6363 C-Cure 1,140 1126 — 1126 — Abandoned 1,536 6548 Industrialization 660 541 — 541 — Abandoned 0 6633 C-Cathez 1,020 1020 — 1020 — Exploitation 204 6646 Proteins 1,200 450 — 450 — Abandoned 450 7027 C-Cathez 2,500 2500 — 2500 — Exploitation 250 7246 C-Cure 2,467 2220 247 2467 — Abandoned 0 7502 CAR-T 2,000 1800 200 2000 — Exploitation 0 7685 THINK 3,496 — 873 1187 2060 1,436 Research 0 Total 26,696 21,239 1,320 1,187 23,746 1,436 3,325 Regarding active contracts (in exploitation status): The contract 5915 has the following specific characteristics: • funding by the Region covers 70% of the budgeted project costs; • certain activities have to be performed within the Region; • in case of an outlicensing agreement or a sale to a third party, Celyad will have to pay 10% of the price received (excl. of VAT) to the Region; • sales-independent reimbursements, sales-dependent reimbursements, and amounts due in case of an outlicensing agreement or a sale to a third party, are, in the aggregate, capped at 100% of the principal amount paid out by the Region; • sales-dependent reimbursements payable in any given year can be set-off • the amount of sales-independent reimbursement and sales-dependant reimbursement may possibly be adapted in case of an outlicensing agreement, a sale to a third party or industrial use of a prototype or pilot installation, when obtaining the consent of the Walloon Region to proceed thereto. The other contracts have the following specific characteristics: • funding by the Region covers from 45 to 70% of the budgeted project costs; • certain activities have to be performed within the European Union; • sales-independent reimbursements represent in the aggregate 30% of the principal amount; • sales-dependent reimbursements range between 50% and 200% (including accrued interest) of the principal amount of the RCA depending on the actual outcome of the project compared to the outcome projected at the time of grant of the RCA (below or above projections); • interests (at Euribor 1 year (as applicable on the first day of the month in which the decision to grant the relevant RCA was made + 100 basis points) accrue as of the 1st day of the exploitation phase; • the amount of sales-independent reimbursement and sales-dependant reimbursement may possibly be adapted in case of an outlicensing agreement, a sale to a third party or industrial use of a prototype or pilot installation, when obtaining the consent of the Region to proceed thereto. • sales-independent reimbursements and sales-dependent reimbursements are, in the aggregate (including the accrued interests), capped at 200% of the principal amount paid out by the Region; • in case of bankruptcy, the research results obtained by the Company under those contracts are expressed to be assumed by the Region by operation of law. The table below summarizes, in addition to the specific characteristics described above, certain terms and conditions for the recoverable cash advances: Contract number Research phase Percentage Turnover- Turnover-independent Interest Amounts due in (€’000) 5160 01/05/05-30/04/08 70 % 0.18 % Consolidated with 6363 N/A N/A 5731 01/05/08-31/10/09 70 % 0.18 % Consolidated with 6363 N/A N/A 5914 01/09/08-30/06/11 70 % 5.00 % €30k in 2012 and €70k each year after N/A 10% with a minimum of 100/Y 5915 01/08/08-30/04/11 70 % 5.00 % €40k in 2012 and €70k each year after N/A 10% with a minimum of 100/Y 5951 01/09/08-31/12/14 70 % 5.00 % €100k in 2014 and €150k each year after N/A 10% with a minimum of 200/Y 6003 01/01/09-30/09/11 60 % 0.18 % Consolidated with 6363 N/A N/A 6230 01/01/10-31/03/12 60 % 0.18 % Consolidated with 6363 N/A N/A 6363 01/03/10-30/06/12 60 % 0.18 % From €103k to €514k starting in 2013 until 30% of advance is reached Starting on 01/01/13 N/A 6548 01/01/11-31/03/13 60 % 0.01 % From €15k to €29k starting in 2014 until 30% of advance is reached Starting on 01/10/13 N/A 6633 01/05/11-30/11/12 60 % 0.27 % From €10k to €51k starting in 2013 until 30% of advance is reached Starting on 01/06/13 N/A 6646 01/05/11-30/06/15 60 % 0.01 % From €12k to €60k starting in 2015 until 30% of advance is reached Starting on 01/01/16 N/A 7027 01/11/12-31/10/14 50 % 0.33 % From €25k to €125k starting in 2015 until 30% of advance is reached Starting on 01/01/15 N/A 7246 01/01/14-31/12/16 50 % 0,05 % From €30k to €148k starting in 2017 until 30% of advance is reached. Starting in 2017 N/A 7502 01/12/15-30/11/18 45 % 0.19 % From €20k to €50k starting in 2019 until 30% is reached. Starting 2019 N/A 7685 1/01/2017-31/12/2019 45 % 0.33 % From €35k to €70k starting in 2019 until 30% is reached. Starting 2020 N/A |
Due Dates of the Financial Liab
Due Dates of the Financial Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
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Due Dates of the Financial Liabilities | NOTE 20: DUE DATES OF THE FINANCIAL LIABILITIES The table below analyses the Group’s non-derivative Contingent consideration liability has not been disclosed in the table below, because as of balance sheet date, it does not meet the definition of a contractual obligation. Commitments relating to contingent consideration are detailed in the Note 30. Financial liabilities reported as at 31 December 2018: (€’000) Total Less than One to three Three to More than As of December 31, 2018 Finance leases 1,136 484 652 — — Bank loan 510 281 229 — — Operating leases 2,912 708 942 729 533 Pension obligations 131 — — — 131 Advances repayable (current and non-current) 3,140 276 717 560 1,587 Total - material contractual obligations 7,829 1,749 2,540 1,290 2,250 Financial liabilities reported as at 31 December 2017: (€’000) Total Less than One to three Three to More than As of December 31, 2017 Finance leases 909 427 461 21 — Bank loan 536 209 326 — — Operating leases 3,759 857 1,289 725 888 Pension obligations 204 — — — 204 Advances repayable (current and non-current) 1,770 226 412 248 884 Total - material contractual obligations 7,178 1,719 2,488 994 1,976 |
Trade Payables and Other Curren
Trade Payables and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
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Trade Payables and Other Current Liabilities | NOTE 21: TRADE PAYABLES AND OTHER CURRENT LIABILITIES (€’000) As at 31 December, 2018 2017 Total trade payables 5,916 4,800 Other current liabilities Social security 314 306 Payroll accruals and taxes 1,351 947 Other current liabilities 1,024 1,029 Total other current liabilities 2,690 2,282 Trade payables are non-interest-bearing 90-day The Other current liabilities include the short-term debts to employees and social welfare and tax agencies. No discounting was performed to the extent that the amounts do not present payments terms longer than one year at the end of each financial year presented. |
Financial Instruments on Balanc
Financial Instruments on Balance Sheet | 12 Months Ended |
Dec. 31, 2018 | |
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Financial Instruments on Balance Sheet | NOTE 22: FINANCIAL INSTRUMENTS ON BALANCE SHEET Financial instruments not reported at fair value on balance sheet The carrying and fair values of financial instruments that are not carried at fair value in the financial statements was as follows at December 31, for current and comparative year-ends: (€’000) As of December 31, 2018 Loans and receivables Fair Financial Assets (‘Amortised cost’ category) within: Non-current 1,743 1,743 Other non-current 215 215 Trade receivables and other current assets 367 367 Short-term investments 9,197 9,197 Cash and cash equivalents 40,542 40,542 Total 52,065 52,065 For the above-mentioned financial assets, the carrying amount as per December 31, 2018 is a reasonable approximation of their fair value. (€’000) As of December 31, 2018 Financial liabilities at amortised cost Fair value Financial Liabilities (‘Financial liabilities at amortized cost’ category) within: Bank loans 510 510 Finance lease liabilities 1,136 1,136 RCA’s liability 3,140 3,140 Trade payables and other current liabilities 5,916 5,916 Total 10,702 10,702 For the above-mentioned financial liabilities, the carrying amount as per December 31, 2018 is a reasonable approximation of their fair value. As of December 31, 2017 (€’000) Loans and receivables Fair Assets as per balance sheet Deposits 273 273 Trade and other receivables 2,905 2,905 Other current assets 744 744 Short-term investments 10,653 10,653 Cash and cash equivalents 23,253 23,253 Total 37,828 37,828 For the above-mentioned financial assets, the carrying amount as per December 31, 2017 is a reasonable approximation of their fair value. As of December 31, 2017 (€’000) Financial liabilities at amortised cost Fair value Liabilities as per balance sheet Bank loans 536 536 Finance lease liabilities 909 909 RCAs liability 1,770 1,770 Trade payables and other current liabilities 7,083 7,083 Total 10,298 10,298 For the above-mentioned financial liabilities, the carrying amount as per December 31, 2017 is a reasonable approximation of their fair value. Financial instruments reported at fair value on balance sheet Contingent consideration and other financial liabilities are reported at fair value in the statement of financial position using Level 3 fair value measurements for which the Group developed unobservable inputs: (€’000) Level I Level II Level III Total Assets Investment in equity securities 639 — — 639 Total Assets 639 — — 639 Liabilities Contingent consideration and other financial liabilities — — 25,187 25,187 Total Liabilities — — 25,187 25,187 The change in their balances is detailed as follows: CONTINGENT CONSIDERATION AND OTHER FINANCIAL LIABILITIES ROLL FORWARD (€’000) For the year ended 2018 2017 Opening balance Contingent consideration at 1 January 15,549 28,179 Milestone payment (5,341 ) Fair value adjustment 4,733 (4,225 ) Currency Translation Adjustment (3,064 ) Closing balance Contingent consideration at 31 December 20,282 15,549 Opening balance Other financial liabilities at 1 January 4,034 — Fair value adjustment 871 4,034 Closing balance Other financial liabilities at 31 December 4,905 4,034 Total—Contingent consideration and Other financial liabilities at 31 December 25,187 19,583 The decrease of the contingent consideration and other financial liabilities at balance sheet date is due to a milestone payment to Celdara Medical LLC and to the USD foreign exchange effect (USD depreciation against EUR compared to prior year-end). non-sales The contingent consideration captures the commitments disclosed under Note 30. It does not include any amount for contingent consideration payable relating to any sub-licensing • any contingent consideration payable would be due only when Celyad earns revenue from such sub-licensing • the development of the underlying product candidates by the sub-licensees Contingent consideration sensitivity analysis A sensitivity analysis has been performed on the key assumptions driving the fair value of the contingent consideration. The main drivers are i) the discount rate (WACC), ii) the sales long-term growth rate in the terminal value and iii) the probabilities of success for our product candidates to get commercialized. Discount rate (WACC) 9.90% 11.90% 13.90% 15.90% 17.90% Cont. consideration (€ million) 33.1 28.7 25.2 22.1 19.6 Impact (%) 31 % 14 % — -12 % -22 % Sales long-term growth rate in the terminal value -40% -32.50% -25% -17.50% -10% Cont. consideration (€ million) 23.9 24.4 25.2 26.3 28.2 Impact (%) -5 % -3 % — 4 % 12 % To determine the contingent consideration, we used the same probabilities of success than for impairment testing purposes (see Note 7): PoS Phase I Phase I to II Phase II to III Phase III to BLA BLA to Approval Cumulative CYAD-01 CYAD-101 100 % 63 % 26 % 45 % 84 % 6.4 % In order to assess the sensitivity to this driver, we apply here an incremental probability factor to the bottom-line cumulative PoS disclosed below: Probabilities of Success -20% -10% PoS model 10% 20% Cont. consideration (€ million) 20.2 22.7 25.2 27.7 30.2 Impact (%) -20 % -10 % — 10 % 20 % |
Changes in Liabilities Arising
Changes in Liabilities Arising from Financial Activities | 12 Months Ended |
Dec. 31, 2018 | |
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Changes in Liabilities Arising from Financial Activities | NOTE 23: CHANGES IN LIABILITIES ARISING FROM FINANCIAL ACTIVITIES The change in bank loans balances is detailed as follows: BANK LOANS FINANCIAL LIABILITY ROLL FORWARD (€’000) For the year ended 2018 2017 Opening balance at 1 January 536 742 New bank loans 220 — Installments (245 ) (207 ) Closing balance at 31 December 510 536 The change in finance lease liability balances is detailed as follows: FINANCE LEASES FINANCIAL LIABILITY ROLL FORWARD (€’000) For the year ended 2018 2017 Opening balance at 1 January 909 735 New finance leases 730 543 Installments (503 ) (369 ) Closing balance at 31 December 1,136 909 The change in recoverable cash advance liability balances is detailed as follows: RECOVERABLE CASH ADVANCE LIABILITY ROLL FORWARD (€’000) For the year ended 2018 2017 Opening balance at 1 January 1,770 8,438 Repayments (226 ) (1,233 ) Proceeds—Liability component 598 Remeasurement 998 (80 ) Derecognition of liability (non-recurring (5,356 ) Closing balance at 31 December 3,140 1,770 The change in the recoverable cash advances liability at balance sheet date reflects both the further proceeds cashed in during the year as well as the remeasurement of the liability at amortized cost, based on our updated business plan and sales forecast for our CAR-T year-end C-CATHez C-Cure |
Revenues and Net Other Income a
Revenues and Net Other Income and Expenses | 12 Months Ended |
Dec. 31, 2018 | |
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Revenues and Net Other Income and Expenses | NOTE 24: REVENUES AND NET OTHER INCOME AND EXPENSES (€’000) For the year ended 31 December, 2018 2017 2016 Out-licensing 2,399 3,505 9,929 C-CathEZ — 35 83 Other revenue 716 — — Total 3,115 3,540 10,012 In May 2018, the Group has entered into an exclusive license agreement with Mesoblast, an Australian biotechnology company, to develop and commercialize Celyad’s intellectual property rights relating to C-Cath ez 5-step • is a distinct component of the Mesoblast agreement; • refers to a ‘right-to-use’ • foresees a transaction price broken down between upfront (€0.8 million settled in shares) and contingent milestone payments (an additional amount of €2.2 million qualifying for recognition at 31 December 2018); • features a financing component (€0.5 million deferred financial income to be deducted from the above), leading to a net out-licensing • further foresees variable consideration of up to $17.5 million related to future regulatory- and commercial-based milestones, which will not be recognized until it becomes highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The related receivable is reported for its discounted value (€1.7 million) under ‘Non-current non-refundable non-exclusive right-to-use Other revenue refers to a non-clinical year-end year-end, Other expenses mainly refer to the change in fair value of the contingent consideration and other financial liabilities. See Note22 for more information. (€’000) For the year ended December 31, 2018 2017 Remeasurement of contingent consideration 5,604 — Clinical Development milestone payment 1,372 — Remeasurement of RCA’s 998 — Fair value adjustment on securities 182 — Other 243 41 Total Other Expenses 8,399 41 (€’000) For the year ended December 31, 2018 2017 Grant income (RCA’s) 768 824 Grant income (Other) — 56 Remeasurement of RCA’s — 396 Remeasurement of contingent consideration — 193 R&D tax credit 310 1,161 Total Other Income 1,078 2,630 Other operating income are mainly related to government grants received. For the government grants received in the form of RCAs we refer to Note 19 for more information. In 2017, the Company recognized also for the first time a receivable on the amounts to collect from the federal government as R&D tax credit (€1.2 million). See Note 9. |
Operating Expenses
Operating Expenses | 12 Months Ended |
Dec. 31, 2018 | |
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Operating Expenses | NOTE 25: OPERATING EXPENSES The operating expenses are made of the next three components: • Research & development expenses • General and administrative expenses • Non-recurring Research and development expenses (€’000) For the year ended 31 December, 2018 2017 2016 Salaries 7,902 7,007 8,160 Share-based payments 1,264 862 — Travel and living 466 359 577 Pre-clinical 2,945 1,995 4,650 Clinical studies 3,656 3,023 4,468 Raw materials & consumables 2,770 1,825 — Delivery systems 117 430 964 Consulting fees 1,663 1,522 791 External collaborations 110 885 — IP filing and maintenance fees 397 513 799 Scale-up & 23 1,892 4,164 Rent and utilities 651 371 939 Depreciation and amortisation 848 1,488 1,345 Other costs 765 735 817 Total Research and Development expenses 23,577 22,908 27,675 R&D expenses show a net increase year-on-year, pre-clinical Scale-up The absence of amortisation expenses relating to C-Cure year-end General and administrative expenses (€’000) For the year ended 31 December, 2018 2017 2016 Employee expenses 3,312 2,630 2,486 Share-based payments 2,331 1,707 2,847 Rent 1,097 1,053 791 Communication & Marketing 676 761 728 Consulting fees 2,192 2,227 2,029 Travel & Living 253 211 450 Post employment benefits (3 ) — (24 ) Depreciation 267 229 173 Other 263 490 265 Total General and administration 10,387 9,308 9,745 Increase of G&A expenses by 11% mainly refers to the increase of the Share-based payments vesting cost (non-cash mid-2017). one-off Non-recurring one-off (€’000) For the year ended December 31, 2018 2017 2016 Amendments of Celdara Medical and Dartmouth College agreements — (24,341 ) — C-Cure — (6,045 ) — C-Cure — 5,356 — Corquest IP asset impairment expenses — (1,244 ) — Write-off C-Cure — (1,932 ) — In 2017, the Group had recognized non-recurring non-cash write-off C-Cure |
Employee Benefit Expenses
Employee Benefit Expenses | 12 Months Ended |
Dec. 31, 2018 | |
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Employee Benefit Expenses | NOTE 26: EMPLOYEE BENEFIT EXPENSES As of December 31, 2018, we employed 85 full-time employees, four part-time employees and 7 senior managers under management services agreements. We have never had a work stoppage, and none of our employees is represented by a labor organization or under any collective-bargaining arrangements. We consider our employee relations to be good. A split of our employees and consultants by main department and geography for the years ended December 31, 2018, 2017 and 2016 was as follows: At December 31, 2018 2017 2016 By function: Clinical & Regulatory, IP, Marketing 19 16 15 Research & Development 30 29 29 Manufacturing /Quality 34 26 31 General Administration 13 16 13 Total 96 87 88 By Geography: Belgium 91 83 83 United States 5 4 5 Total 96 87 88 (€’000) For the year ended 31 December, 2018 2017 2016 Salaries, wages and fees 6,439 5,461 5,994 Executive Management team compensation 3,235 2,563 2,900 Share-based payments 3,595 2,569 2,847 Social security 1,301 1,277 1,362 Post employment benefits 217 220 215 Hospitalisation insurance 118 118 151 Other benefit expense 2 — — Total Employee expenses 14,906 12,207 13,469 Salaries, wages and fees expenses show a net increase year-on-year, pre-clinical The increase in Share-based payments vesting cost (non-cash mid-2017). |
Financial Income and Expenses
Financial Income and Expenses | 12 Months Ended |
Dec. 31, 2018 | |
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Financial Income and Expenses | NOTE 27: FINANCIAL INCOME AND EXPENSES In 2017, a significant loss on exchange differences had been incurred due to the depreciation of the USD against EUR. Such a loss did not occur in 2018, explaining the improvement in our net financial result. (€’000) For the year ended 31 December, 2018 2017 2016 Interest finance leases 18 18 19 Interest on overdrafts and other finance costs 29 36 37 Interest on RCA’s 15 90 53 Foreign Exchange differences — 4,309 98 Finance expenses 62 4,453 207 Interest income bank account 308 927 1,413 Foreign Exchange differences 387 — 791 Deferred income Mesoblast 109 6 — Finance income 804 933 2,204 Net Financial result 743 (3,520 ) 1,997 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2018 | |
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Income Tax | NOTE 28: INCOME TAX The Group reports income taxes in the income statement as detailed below: (€’000) For the year ended December 31, 2018 2017 2016 Current tax (expense) / income 0 1 6 Deferred tax (expense) / income — — — Total income tax (expense) / income in profit or loss 0 1 6 The Group has a history of losses, except for its tax entity Biological Manufacturing Services, which is eligible to a minor tax credit. The following table shows the reconciliation between the effective and theoretical income tax at the nominal Belgian income tax rate of 29.58% for the year 2018 and 33.99% for the year 2017: (€’000) For the year ended 31 December 2018 2017 2016 Loss before tax (37,427 ) (56,396 ) (23,612 ) Permanent differences Tax disallowed expenses 269 221 — Share-based payment 3,595 2,569 0 Nominal tax rate 29.58 % 33.99 % 33.99 % Tax income at nominal taxe rate 9,928 18,220 8,026 Deferred Tax assets not recognised (9,928 ) (18,219 ) (8,020 ) Effective tax expense 0 1 6 Effective tax rate 0 % 0 % 0 |
Deferred Taxes
Deferred Taxes | 12 Months Ended |
Dec. 31, 2018 | |
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Deferred Taxes | NOTE 29: DEFERRED TAXES As having not yet reached the commercialization step, the Group accumulates tax losses that are carried forward indefinitely for offset against future taxable profits of the Group. Significant uncertainty exists however surrounding the Group’s ability to realise taxable profits in a foreseeable future. Therefore, the Group has not recognised any deferred tax income in its income statement. Unrecognized deferred tax assets and liabilities are detailed below by nature of temporary differences for the current year: (€’000) For the year ended 31 December 2018 Assets Liabilities Net Intangibles assets 49 — 49 Tangible assets — (154 ) (154 ) Recoverable cash advances liability 633 — 633 Contingent consideration liability 6,297 — 6,297 Employee Benefits liability 33 — 33 Other temporary difference — (436 ) (436 ) Tax-losses 46,858 — 46,858 — — — Unrecognised Gross Deferred Tax assets/(liabilities) 53,869 (590 ) 53,279 Netting by tax entity (437 ) 437 — Unrecognised Net Deferred Tax assets/(liabilities) 53,432 (153 ) 53,279 Unrecognized deferred tax assets and liabilities are detailed below by nature of temporary differences for the previous years: For the year ended 31 December 2017 (€’000) Assets Liabilities Net Intangibles assets — (3,974 ) (3,974 ) Tangible assets — (215 ) (215 ) Recoverable cash advances liability 349 — 349 Contingent consideration liability 4,471 — 4,471 Employee Benefits liability 51 — 51 Other temporary difference 5 — 5 Tax-losses 48,152 — 48,152 Unrecognised Gross Deferred Tax assets/(liabilities) 53,028 (4,189 ) 48,839 Netting by tax entity (3,974 ) 3,974 — Unrecognised Net Deferred Tax assets/(liabilities) 49,054 (215 ) 48,839 31 December 2016 EUR Assets Liabilities Net Intangibles assets 14,704 — 14,704 Tangible assets — (379 ) (379 ) Recoverable cash advances liability 2,322 — 2,322 Contingent consideration liability — — — Employee Benefits liability 69 — 69 Other temporary difference — — — Tax-losses 22,654 — 22,654 Unrecognised Gross Deferred Tax assets/(liabilities) 39,749 (379 ) 39,370 Netting by tax entity 464 (464 ) — Unrecognised Net Deferred Tax assets/(liabilities) 40,214 (844 ) 39,370 The Group’s main deductible tax base relates to tax losses carried forward, which have indefinite term under both BE and US tax regimes applicable to our subsidiaries. In addition, the Group can benefit from additional tax benefits (like notional interest deduction in Belgium) which can be carried-forward until the taxation year 2020. The remaining temporary differences refer to differences between IFRS accounting policies and local tax reporting policies. The Group has not recognised any deferred tax asset on its balance sheet, for the same reason as explained above (uncertainty relating to taxable profits in a foreseeable future). The change in the Group’s unrecognised deferred tax asset balance is detailed below: UNRECOGNISED DEFERRED TAX ASSET BALANCE ROLL FORWARD (€’000) For the year ended 2018 2017 2016 Opening balance at 1 January 48,839 39,370 39,286 Temporary difference creation or reversal 5,734 (15,580 ) (6,844 ) Change in Tax-losses (1,294 ) 44,011 6,775 Foreign exchange rate effect — (113 ) 154 Change in BE tax rate applicable (34% > 25%) — (14,896 ) — Change in US tax rate applicable (35% > 23%) — (3,953 ) — — Closing balance at 31 December 53,279 48,839 39,370 The net increase in the balance relates to : i) an increase linked to the reversal of a temporary difference relating to intangible assets valuation and ii) a decrease linked to some tax losses used during the year. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
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Commitments | NOTE 30: COMMITMENTS Obligations under the terms of ordinary rental agreements The company has signed a few agreements concerning financial leases with ING and ES Finance concerning technical equipment. The breakdown per year is available in Note 20. The company has signed a few operational leases for building, technical labs and cars with BMS, Rentys, KBC. The breakdown per maturity is available in Note 20. Obligations under the Terms of Other Agreements CorQuest Medical, Inc.: Based on the terms of the Share Purchase Agreement dated 5 November 2014, former shareholders of Corquest Inc will be entitled to an earn-out • an Earn-Out • or an Earn-Out OnCyte LLC-Celdara Based on the terms of the Asset Purchase Agreement dated 21 January 2015, as amended on 3 August 2017, Celdara Medical LLC is entitled to development and regulatory milestones, sales milestones and royalties based on the net sales generated by the Company from products candidate, whose level depend on whether or not the licensed asset from which the product candidate is derived was in clinical or preclinical stage upon in-licensing On the clinical assets (NKG2D), Celdara Medical will be entitled to the following development and regulatory milestones; $5 million upon enrolment of the first patient of the second cohort of the Phase I trial 7 $6 million upon dosing the first patient of a Phase II trial 8 $9 million upon dosing the first patient of a Phase III trial $11 million upon filing of the first regulatory approval of CAR-T $14 million upon CAR-T On the other preclinical assets (TIM, B7H6, NKP30): $1.5 million upon an IND filing to the FDA 9 $4 million upon dosing the first patient of a Phase II trial $6 million upon dosing the first patient of a Phase III trial $10 million upon filing of the first regulatory request for the product candidate $15 million upon product candidate approval for commercialization in the US Sales milestones will also be due to Celdara Medical and are dependent of cumulative net sales of products developed from licensed assets: $15 million when first time cumulative worldwide net sales equal to or exceed $250 million $25 million when first time cumulative worldwide net sales equal to or exceed $500 million $40 million when first time cumulative worldwide net sales equal to or exceed $1 billion Company will make annual royalty payments to Celdara Medical on net sales of each product sold by the Company, its affiliates and sublicensees at the applicable rate set forth below: 5% of the net sales if cumulative worldwide annual net sales are less or equal to $250 million 6% of the net sales if cumulative worldwide annual net sales are greater than $250 million and less or equal to $500 million 7% of the net sales if cumulative worldwide annual net sales are greater than $500 million and less or equal to $1 billion 8% of the net sales if cumulative worldwide annual net sales are greater than $1 billion On all sublicensing revenues received, the Company will pay percentages ranging from 23% to 5% depending on the stage of development of the product sublicensed. On top of the amounts and percentages due to Celdara Medical LLC, the Company will owe to Dartmouth College an additional 2% royalties on its direct net sales. In accordance with IFRS 3, these contingencies are recognized on balance sheet at year-end, 7 Paid as of 31 December 2016 8 Paid as of 31 December 2017 9 Paid as of 31 December 2018, for TIM pre-clinical |
Relationships with Third-Partie
Relationships with Third-Parties | 12 Months Ended |
Dec. 31, 2018 | |
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Relationships with Third-Parties | NOTE 31: RELATIONSHIPS WITH THIRD-PARTIES Remuneration of key management Key management consists of the members of the Executive Management Team and the entities controlled by any of them. As at 31 December, 2018 2017 2016 Number of EMT members 7 8 8 (€’000) For the year ended 31 December 2018 2017 2016 Short term employee benefits [1] 740 666 816 Post employee benefits 16 14 35 Share-based compensation 1,794 1,123 1,790 Other employment costs [2] 27 30 22 Management fees 2,457 1,950 2,055 Total benefits 5,034 3,783 4,718 [1] Include salaries, social security, bonuses, lunch vouchers [2] Such as Company cars As at 31 December, 2018 2017 2016 Number of warrants granted 30,000 179,000 180,000 Number of warrants lapsed — (15,225 ) (56,500 ) Cumulative outstanding warrants 259,000 306,500 310,725 Exercised warrants — 168,000 — Outstanding payables (in ‘000€) 803 461 687 Transactions with non-executive For the year ended 31 December, (€’000) 2018 2017 2016 Share-based compensation 420 485 697 Management fees 357 387 363 Total benefits 776 872 1,060 As at 31 December, 2018 2017 2016 Number of warrants granted 20,000 60,000 50,000 Number of warrants lapsed — (2,904 ) — Number of exercised warrants — — — Cumulative outstanding warrants 135,000 115,000 57,904 Outstanding payables (in ‘000€) 127 194 148 Shares owned 345,453 2,512,004 2,869,685 Decrease in shares owned by Company’s Directors is due to the resignation of Tolefi SA as Board member as of 1 st Transactions with shareholders For the year ended 31 December, (€’000) 2018 2017 2016 Rent (1) — — 99 Other — — — Total — — 99 As at 31 December (€’000) 2018 2017 2016 Outstanding payables — — — [1] Relate to lease paid to Biological Manufacturing Services, company controlled by Tolefi SA until April 30, 2016 |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2018 | |
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Loss per share | NOTE 32: LOSS PER SHARE The loss per share is calculated by dividing loss for the year by the weighted average number of ordinary shares outstanding during the period. As the Group is incurring net losses, outstanding warrants have an anti-dilutive effect. As such, there is no difference between the basic and the diluted earnings per share. In case the warrants would be included in the calculation of the loss per share, this would decrease the loss per share. (€’000) As at 31 December, 2018 2017 2016 Loss of the year attributable to Equity Holders (37,427 ) (56,395 ) (23,606 ) Weighted average number of shares outstanding 11,142,244 9,627,601 9,313,603 Earnings per share (non-fully (3.36 ) (5.86 ) (2.53 ) Outstanding warrants 731,229 674,962 571,444 |
Events after the close of the f
Events after the close of the fiscal Year | 12 Months Ended |
Dec. 31, 2018 | |
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Events after the close of the fiscal Year | NOTE 33: EVENTS AFTER THE CLOSE OF THE FISCAL YEAR There were no subsequent events that occur between 2018 year-end |
Accounting Principles (Policies
Accounting Principles (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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Subsidiaries | Subsidiaries Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date control ceases. Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies. |
Business Combinations | Business Combinations The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is measured at the aggregate of the fair values of the assets transferred, the liabilities incurred or assumed and the equity interests issued by the Group at the date of the acquisition. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in profit or loss, in accordance with IFRS 9 if applicable. Contingent consideration that is classified as equity is not re-measured, |
Foreign currency translation | FOREIGN CURRENCY TRANSLATION Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Euros, which is the Group’s presentation currency. 6 ‘Treasury position’ is an alternative performance measure determined by adding Short-term investments and Cash and cash equivalents from the statement of financial position prepared in accordance with IFRS. Transactions and balances Foreign currency transactions (mainly USD) are translated into the functional currency using the applicable exchange rate on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling at the reporting date. Foreign currency exchange gains and losses arising from settling foreign currency transactions and from the retranslation of monetary assets and liabilities denominated in foreign currencies at the reporting date are recognised in the income statement. Non-monetary Non-monetary Group companies The results and financial position of all group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; • Income and expenses for each income statement are translated at average exchange rate (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and • All resulting translation differences are recognized in other comprehensive income. |
Revenue | REVENUE So far, the main revenue generated by the Group relates to the sale of licenses. |
Licensing revenue | Licensing revenue Celyad enters into license and/or collaboration agreements with third-party biopharmaceutical partners. Revenue under these arrangements may include non-refundable upfront payments, product development milestone payments, commercial milestone payments and/or sales-based royalties payments. Upfront payments Licence fees representing non-refundable payments received at the time of signature of licence agreements are recognized as revenue upon signature of the licence agreements when the Company has no significant future performance obligations and collectibility of the fees is assured. Milestone payments Milestone payments represent amounts received from our customers or collaborators, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. Under IFRS 15, milestone payments generally represent a form of variable consideration as the payments are likely to be contingent on the occurrence of future events. Milestone payments are estimated and included in the transaction price based on either the expected value (probability-weighted estimate) or most likely amount approach. The most likely amount is likely to be most predictive for milestone payments with a binary outcome (i.e., the company receives all or none of the milestone payment). Variable consideration is only recognized as revenue when the related performance obligation is satisfied and the company determines that it is highly probable that there will not be a significant reversal of cumulative revenue recognized in future periods. Royalty revenue Royalty revenues arise from our contractual entitlement to receive a percentage of product sales achieved by co-contracting parties. As our co-contrating partners currently have no products based on a Celyad-technology approved for sale, we have not received any royalty revenue to date. Royalty revenues, if earned, will be recognized on an accrual basis in accordance with the terms of the contracts with our customers when sales occur and there is reasonable assurance that the receivables from outstanding royalties will be collected. Sales of goods (medical devices) Sales of medical devices are recognized when Celyad has transferred to the buyer the control of the promised goods (with control referring to the ability to direct the use of and obtain substantially all of the remaining benefits of the medical device). Sales of medical devices generated by the Group until 2017 are associated with C-Cath EZ |
Government Grants (Other operating income) | GOVERNMENT GRANTS (OTHER OPERATING INCOME) The Group’s grant income reported under ‘Other income’ in the consolidated income statement is generated from: (i) recoverable cash advances (RCAs) granted by the Regional government of Wallonia; (ii) R&D tax credits granted by the Belgian federal government; and (iii) grants received from the European Commission under the Seventh Framework Program (“FP7”). Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Once a government grant is recognized, any related contingent liability (or contingent asset) is treated in accordance with IAS 37. Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate. Recoverable cash advances (RCAs) The Group receives grants from the Walloon Region in the form of recoverable cash advances (RCAs). RCAs are dedicated to support specific development programs. All RCA contracts, in essence, consist of three phases, i.e., the “research phase”, the “decision phase” and the “exploitation phase”. During the research phase, the Group receives funds from the Region based on statements of expenses. In accordance with IAS 20.10A and IFRS Interpretations Committee (IC)’s conclusion that contingently repayable cash received from a government to finance a research and development (R&D) project is a financial liability under IAS 32, ‘Financial instruments; Presentation’, the RCAs are initially recognised as a financial liability at fair value, determined as per IFRS 9/IAS 39. The benefit (RCA grant component) consisting in the difference between the cash received (RCA proceeds) and the above-mentioned financial liability’s fair value (RCA liability component) is treated as a government grant in accordance with IAS 20. The RCA grant component is recognized in profit or loss on a systematic basis over the periods in which the entity recognizes the underlying R&D expenses subsidized by the RCA. The RCAs liability component (RCA financial liability) is subsequently measured at amortized cost using the cumulative catch-up At the end of the research phase, the Group should within a period of six months decide whether or not to exploit the results of the research phase (decision phase). The exploitation phase may have a duration of up to 10 years. In the event the Group decides to exploit the results under an RCA, the relevant RCA becomes contingently refundable, and the fair value of the RCA liability adjusted accordingly, if required. When the Group does not exploit (or ceases to exploit) the results under an RCA, it has to notify the Region of this decision. This decision is of the sole responsibility of the Group. The related liability is then discharged by the transfer of such results to the Region. Also, when the Group decides to renounce to its rights to patents which may result from the research, title to such patents will be transferred to the Region. In that case, the RCA liability is extinguished. R&D Tax credits Since 2013, the Company applies for R&D tax credit, a tax incentive measure for European SME’s set-up Considering that R&D tax credits are ultimately paid by the public authorities, the related benefit is treated as a government grant under IAS 20 and booked into other income, in order to match the R&D expenses subsidized by the grant. See Note 24. Other government grants The Group has received and will continue to apply for grants from European (FP7) and Regional authorities. These grants are dedicated to partially finance early stage projects such as fundamental research, applied research, prototype design, etc. To date, all grants received are not associated to any conditions. As per contract, grants are paid upon submission by the Group of statement of expenses. The Company incurs project expenses first and asks for partial refunding according to the terms of the contracts. These government grants are recognized in profit or loss on a systematic basis over the periods in which the entity recognizes the underlying R&D expenses subsidized. |
Intangible assets | INTANGIBLE ASSETS The following categories of intangible assets apply to the current Group operations Separately acquired intangible assets Intangible assets acquired from third parties are recognised at cost, if and only if it is probable that future economic benefits associated with the asset will flow to the Group, and that the cost can be measured reliably. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. The useful life of intangible assets is assessed as finite, except for Goodwill and IPRD assets (discussed below). They are amortised over the expected useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the income statement in the expense category consistent with the function of the intangible asset. |
Patents, Licences and Trademarks | Patents, Licences and Trademarks Licences for the use of intellectual property are granted for a period corresponding to the intellectual property of the assets licensed. Amortisation is calculated on a straight-line basis over this useful life. Patents and licences are amortized over the period corresponding to the IP protection and are assessed for impairment whenever there is an indication these assets may be impaired. Indication of impairment is related to the value of the patent demonstrated by the pre-clinical and clinical results of the technology |
Software | Software Software only concerns acquired computer software licences. Software is capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives of three to five years on a straight-line basis. |
Goodwill | Goodwill A goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognised. Goodwill is measured as a residual at the acquisition date, as the excess of the fair value of the consideration transferred and the assets and liabilities recognised (in accordance with IFRS 3). Goodwill has an indefinite useful life and is not amortized but tested for impairment at least annually or more frequently whenever events or changes in circumstances indicate that goodwill may be impaired, as set forth in IAS 36 (Impairment of Assets). Goodwill arising from business combinations is allocated to cash generating units, which are expected to receive future economic benefits from synergies that are most likely to arise from the acquisition. These cash generating units form the basis of any future assessment of impairment of the carrying value of the acquired goodwill. |
In process research and development costs | In process research and development costs The In-process research and development costs (“IPRD”) acquired as part of a business combination are capitalized as an indefinite-lived intangible asset until project has been completed or abandoned. In a business combination, IPRD is measured at fair value at the date of acquisition. Subsequent to initial recognition, it is reported at cost and is subject to annual impairment testing until the date the projects are available for use. At this moment, the IPRD will be amortized over its remaining useful economic life. Subsequent R&D expenditure can be capitalized as part of the IPRD only to the extent that IPRD is in development stage, i.e. when such expenditure meets the recognition criteria of IAS 38. In line with biotech industry practice, Celyad determines that ‘development stage’ under IAS 38 is reached when the product candidate gets regulatory approval (upon Phase III completion). Therefore, any R&D expenditure incurred between the acquisition date and the development stage should be treated as part of research phase and expensed periodically in the income statement. |
Research and development costs | Research and development costs Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate: a) the technical feasibility of completing the intangible asset so that it will be available for use or sale. b) its intention to complete the intangible asset and use or sell it. c) its ability to use or sell the intangible asset. d) how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset. e) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. f) its ability to measure reliably the expenditure attributable to the intangible asset during its development. For the industry in which the Group operates, the life science industry, criteria a) and d) tend to be the most difficult to achieve. Experience shows that in the Biotechnology sector technical feasibility of completing the project is met when such project completes successfully Phase III of its development. For medical devices this is usually met at the moment of CE marking. Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development has been completed and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation is recorded in Research & Development expenses. During the period of development, the asset is tested for impairment annually, or earlier when an impairment indicator occurs. As of balance sheet date, only the development costs of C-Cath ez |
Property, plant and equipment | PROPERTY, PLANT AND EQUIPMENT Plant and equipment is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Repair and maintenance costs are recognised in the income statement as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: • Land and buildings: 15 to 20 years • Plant and equipment: 5 to 15 years • Laboratory equipment: 3 to 5 years • Office furniture: 3 to 10 years • Leasehold improvements: 3 to 10 years (based on duration of office building lease) An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised. The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end, and adjusted prospectively, if applicable. |
Leases | LEASES The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the income statement. Leased assets are depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. From time to time, the Group may enter into sale and leaseback transactions. If the sale and leaseback transaction results in a finance lease, any excess of sales proceeds over the carrying amount is deferred and amortised over the lease term. If the transaction results in an operating lease and the transaction occurred at fair value, any profit or loss is recognised immediately. |
Impairment of non-financial assets | IMPAIRMENT OF NON-FINANCIAL The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating units (CGU) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax Where the carrying amount of an asset or CGU exceeds its recoverable amount, an impairment loss is immediately recognized as an expense and the asset carrying value is written down to its recoverable amount. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase. An impairment loss recognised on goodwill is however not reversed in a subsequent period. As of balance sheet date, the Group has two cash-generating units which consist of the development and commercialization activities on: • CYAD products candidate series based on CAR-T • C-Cathez Indicators of impairment used by the Group are the pre-clinical |
Cash and cash equivalents | CASH AND CASH EQUIVALENTS Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand and short-term deposits with an original maturity of one month or less. Cash and cash equivalents are carried in the balance sheet at nominal value. |
Financial assets | FINANCIAL ASSETS Classification The Group classifies its financial assets in the following category: loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. ‘Amortised cost’ measurement category refers to loans and receivables which are non-derivative financial assets, with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period which are classified as non-current assets. This measurement category comprises “cash and cash equivalents”, “short-term investments”, and relevant financial assets within “(non-) current trade and other receivables” and “other (non-) current assets”. Initial recognition and measurement All financial assets are recognized initially at fair value plus or minus, in the case of a financial asset not at fair value through profit or loss, directly attributable transaction costs. Subsequent measurement After initial measurement, financial assets are subsequently measured at amortised cost using the effective interest rate method (EIR), less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the income statement. The losses arising from impairment are recognised in the income statement. Impairment of financial assets In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. In other words, it is no longer necessary for a credit event to have occurred before credit losses are recognised. Specifically, IFRS 9 requires the Group to recognise a loss allowance for expected credit losses on trade receivables and contract assets. In particular, IFRS 9 requires the Group to measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses (ECL) if the credit risk on that financial instrument has increased significantly since initial recognition, or if the financial instrument is a purchased or originated credit-impaired financial asset. However, if the credit risk on a financial instrument has not increased significantly since initial recognition (except for a purchased or originated credit-impaired financial asset), the Group is required to measure the loss allowance for that financial instrument at an amount equal to 12-months ECL. IFRS 9 also requires a simplified approach for measuring the loss allowance at an amount equal to lifetime ECL for trade receivables, contract assets and lease receivables in certain circumstances. Given the current nature and size of operations of the Group, these requirements mainly apply to the financial assets reported under ‘non-current trade receivables’. The carrying value of these receivables (resulting from Mesoblast license agreement commented further under the disclosure note 24) take into account a discount rate equal to our partner’s incremental borrowing rate and, accordingly, is already credit risk-adjusted. We consider there is no significant additional credit risk related to this receivable, which would not have been captured by discounting effect, both at inception of the receivable and at the reporting date. As such, no additional ECL allowance per se has been recognized for this financial asset or any other financial asset. Given the nature and size of operations of the Group at prior year-end, there was no difference between the ending provision for impairment in accordance with IAS 39 and the opening loss allowance determined in accordance with IFRS 9 for all of the Group’s financial instruments. Financial assets carried at amortised cost For financial assets carried at amortised cost the Group first assesses individually whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss has incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows. The present value of the estimated future cash flows is discounted at the financial assets’ original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income in the income statement. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to the income statement. |
Financial liabilities | FINANCIAL LIABILITIES Classification The Group’s financial liabilities include “bank loans”, “finance leases”, “recoverable cash advances”, “contingent consideration and other financial liabilities”, “trade payables” and relevant financial liabilities within “Other (non-) current liabilities”. The Group classifies and measures its financial liabilities at ‘amortised cost’ using the effective interest method, except “contingent consideration and other financial liabilities” which are claissified and measured at ‘fair value through profit or loss’. Initial recognition and measurement All financial liabilities are recognized initially at fair value plus or minus, in the case of a financial liabilities not at fair value through profit or loss, directly attributable transaction costs Subsequent measurement The subsequent measurement of financial liabilities depends on their classification as above-explained. In particular: Contingent consideration The contingent consideration and other financial liabilities are recognized and measured at fair value at the acquisition date. After initial recognition, contingent consideration arrangements that are classified as liabilities are re-measured at fair value with changes in fair value recognized in profit or loss in accordance with IFRS 3 and IFRS 9. Therefore, contingent payments will not be eligible for capitalization but will simply reduce the contingent consideration liability. Details regarding the valuation of the contingent consideration are disclosed in Note 22. Recoverable Cash advances Recoverable cash advances granted by the Walloon Region are subsequently measured at amortized cost using the cumulative catch-up approach, as described above. Trade payables and other payables After initial recognition, trade payables and other payables are measured at amortised cost using the effective interest method. Loans and borrowings After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised. Amortised cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the EIR. The EIR amortisation is included in finance expense in the income statement. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement. |
Provisions | PROVISIONS Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. |
Employee benefits | Employee benefits Post-employment plan The Group operates a pension plan which requires defined contributions (DC) to be funded by the Group externally at a third-party insurance company. Under Belgian law, an employer must guarantee a minimum rate of return on the company’s contributions. Therefore, any pension plan (including DC plans) organized in Belgium is treated as defined benefit plans under IAS 19. At balance sheet date, the minimum rates of return guaranteed by the Group are as follows, in accordance with the law of 18 December 2015: • 1.75% for the employer’s contributions paid as from 1 January 2016 (variable rate based on Governemental bond OLO rates, with a minimum of 1.75% and a maximum of 3.75%); • 3.25% (fixed rate) for the employer’s contributions paid until 31 December 2015 The cost of providing benefits is determined using the projected unit credit (PUC) method, with actuarial valuations being carried out at the end of each annual reporting period, with the assistance of an independent actuarial firm. The liability recognized in the balance sheet in respect of the pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. The current service cost of the defined benefit plan, recognized in the income statement as part of the operating costs, reflects the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes, curtailments and settlements. Past-service costs are recognized immediately in the income statement. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in the operating costs in the income statement. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the period in which they arise. Short-term benefits Short-term employee benefits are those expected to be settled wholly before twelve months after the end of the annual reporting period during which employee services are rendered, but do not include termination benefits such as wages, salaries, profit-sharing and bonuses and non-monetary The undiscounted amount of the benefits expected to be paid in respect of services rendered by employees in an accounting period is recognised in that period. The expected cost of short-term compensated absences is recognised as the employees render services that increase their entitlement or, in the case of non-accumulating Share-based payments Certain employees, managers and members of the Board of Directors of the Group receive remuneration, as compensation for services rendered, in the form of share-based payments which are “equity-settled”. Measurement The cost of equity-settled share-based payments is measured by reference to the fair value at the date on which they are granted. The fair value is determined by using an appropriate pricing model, further details are given in note 16. Recognition The cost of equity-settled share-based payments is recorded as an expense, together with a corresponding increase in equity, over the period in which the service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The estimate of warrants to vest is revised at each reporting date. The change in estimates will be recorded as an expense with a corresponding correction in equity. The expense or credit for a period accounted for in the income statement represents the movement in cumulative expense recognised as of the beginning and end of that period. Modification Where the terms of an equity-settled transaction award are modified, the minimum expense recognised is the expense as if the terms had not been modified, if the original terms of the award were met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. The incremental fair value granted is the difference between the fair value of the modified equity instrument and the original equity instrument, both estimated as at the date of the modification. If the modification occurs during the vesting period, the incremental fair value granted is included in the measurement of the amount recognized for services received over the period from the modification date until the date when the modified equity instruments vest, in addition to the amount based on the grant date fair value of the original equity instruments, which is recognized over the remainder of the original vesting period. If the modification occurs after vesting date, the incremental fair value granted is recognized immediately, or over the vesting period if the employee is required to complete an additional period of service before becoming unconditionally entitled to those modified equity instruments. Cancellation An equity-settled award can be forfeited with the departure of a beneficiary before the end of the vesting period, or cancelled and replaced by a new equity settled award. When an equity-settled award is forfeited, the previously recognised expense is offset and credited in the income statement. When an equity-settled award is cancelled, the previously recognised expense is offset and credited in the income statement. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. |
Income taxes | INCOME TAXES Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. |
Deferred tax | Deferred tax Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences, except: • Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; • In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses (except if the deferred tax asset arises from the initial recognition of an asset or liability in a transaction other than a business combination and that, at the time of the transaction affects neither accounting nor taxable profit or loss), to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is not probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to income taxes levied by the same taxation authority or either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. |
Earnings (loss) per share | EARNINGS (LOSS) PER SHARE The basic net profit/(loss) per share is calculated based on the weighted average number of shares outstanding during the period. The diluted net profit/(loss) per share is calculated based on the weighted average number of shares outstanding including the dilutive effect of potentially dilutive ordinary shares such as warrants and convertible debts. Potentially dilutive ordinary shares should be included in diluted earnings (loss) per share when and only when their conversion to ordinary shares would decrease the net profit per share (or increase net loss per share). |
General information and State_2
General information and Statement of Compliance (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Implementation of New Standards on Gross Margin Previously Reported | IFRS 15 implementation had no impact on the gross margin previously reported under IAS 18, it had a limited presentation impact for the year 2016 only, as summarized in the table below: €’000 2017 Restatement 2017 2016 Restatement 2016 Licensing revenue 3,540 0 3,540 9,929 1,489 8,440 Cost of licensing (515 ) 0 (515 ) (1,489 ) (1,489 ) 0 Gross profit 3,025 0 3,025 8,440 0 8,440 |
Risk Management (Tables)
Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Foreign Exchange risk Exposure lied on Cash and Short-Term Deposits | At year-end, EUR/USD foreign (loss)/gain exposure +2% +1% -1% -2% 31 December 2018 (€0.2 million) (€0.1 million) +€0.1 million +€0.2 million 31 December 2017 (€0.7 million) (€0.3 million) +€0.3 million +€0.7 million |
Operating segment information (
Operating segment information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Schedule of Segment Profit by Operating Segment | €’000 For the year ended December 31, 2016 Cardiology Immuno-oncology Corporate Group Total Revenue 84 9,929 10,013 Cost of Sales (53 ) (1,489 ) (1,542 ) Gross Profit 31 8,440 — 8,471 Research & Development expenses (12,704 ) (14,971 ) (27,675 ) General & Administrative expenses — — (9,744 ) (9,744 ) Other Income and expenses 1,540 1,800 3,340 Operating Profit (Loss) (11,133 ) (4,731 ) (9,744 ) (25,609 ) Net Financial Charges — — 1,997 1,997 Profit (Loss) before taxes (11,133 ) (4,731 ) (7,747 ) (23,612 ) Income Taxes — — 6 6 Profit (Loss) for the year 2016 (11,133 ) (4,731 ) (7,742 ) (23,606 ) In August 2016, the Group has received a non-refundable non-refundable C-Cath ez €’000 For the year ended December 31, 2017 Cardiology Immuno-oncology Corporate Group Total Revenues 35 3,505 3,540 Cost of Sales (515 ) (515 ) Gross Profit 35 2,990 — 3,025 Research & Development expenses (2,881 ) (20,027 ) — (22,908 ) General & Administrative expenses — — (9,310 ) (9,310 ) Other Income and expenses 1,070 151 1,370 2,590 Non-recurring (1,932 ) — (24,341 ) (26,273 ) Operating Profit (Loss) (3,708 ) (16,886 ) (32,281 ) (52,876 ) Net Financial Charges — — (3,518 ) (3,518 ) Profit (Loss) before taxes (3,708 ) (16,886 ) (35,799 ) (56,396 ) Income Taxes — — 1 1 Profit (Loss) for the year 2017 (3,708 ) (16,886 ) (35,798 ) (56,395 ) In 2017, there were some important one-time non-recurrent non-recurrent €’000 For the year ended December 31, 2018 Cardiology Immuno-oncology Corporate Group Total Revenues 2,399 716 — 3,115 Cost of Sales — — — — Gross Profit 2,399 716 — 3,115 Research & Development expenses (375 ) (23,202 ) — (23,577 ) General & Administrative expenses — — (10,387 ) (10,387 ) Other Income and expenses (686 ) (6,765 ) 130 (7,321 ) Recurring operating profit (Loss) - REBIT 1,338 (29,251 ) (10,257 ) (38,170 ) Non-recurring — — — — Operating Profit (Loss) 1,338 (29,251 ) (10,257 ) (38,170 ) Net Financial Result — — 743 743 Profit (Loss) before taxes 1,338 (29,251 ) (9,515 ) (37,427 ) Income Taxes — — — — Profit (Loss) for the year 2018 1,338 (29,251 ) (9,515 ) (37,427 ) |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Intangible Assets | The change in intangible assets is broken down as follows, per class of assets: (€’000) Goodwill In-process Development Patents, Software Total Cost: At 1 January 2017 1,040 39,655 1,084 13,337 202 55,318 Additions — — — — — — Currency translation adjustments (126 ) (4,801 ) — — 3 (4,924 ) Divestiture — — — — (93 ) (93 ) At 31 December 2017 914 34,854 1,084 13,337 111 50,300 Additions — — — 877 55 932 Currency translation adjustments (31 ) (1,177 ) — — — (1,208 ) Divestiture — — — — (2 ) (2 ) At 31 December 2018 883 33,677 1,084 14,214 164 50,022 Accumulated amortisation At 1 January 2017 — — (279 ) (5,373 ) (100 ) (5,752 ) Amortisation charge — — (66 ) (7,964 ) (7 ) (8,038 ) Divestiture — — — — (3 ) (3 ) At 31 December 2017 — — (345 ) (13,337 ) (110 ) (13,792 ) Amortisation charge — — (66 ) (1 ) (0 ) (68 ) Divestiture — — — — 2 2 Impairment (non-recurring — — — — — — At 31 December 2018 — — (411 ) (13,338 ) (109 ) (13,858 ) Net book value Cost 914 34,854 1,084 13,337 111 50,300 Accumulated amortisation — — (345 ) (13,337 ) (110 ) (13,792 ) At 31 December 2017 914 34,854 739 0 1 36,508 Cost 883 33,677 1,084 14,214 164 50,022 Accumulated amortisation — — (411 ) (13,338 ) (109 ) (13,858 ) At 31 December 2018 883 33,677 673 876 55 36,163 |
Summary of Probabilities of Success for Products | Probability of our product candidates getting on the market used were in line with prior year and as follows: PoS Phase I Phase I to II Phase II to Phase III to BLA to Cumulative CYAD-01 CYAD-101 100 % 63 % 26 % 45 % 84 % 6.4 % |
Summary of Sensitivity Analyses of Recoverable Amount of CGU | The following table presents the sensitivity analyses of the recoverable amount of the CGU associated to the immuno-oncology operations: Sensitivity analysis Discount rate (WACC) Terminal Revenue Growth rate Impact on model 13.90% 14.65% 15.40% -35% -8% -16% -23% -30% -5% -13% -20% -25% Model -9% -16% |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Changes in Carrying Value of Property, Plant and Equipment | (€’000) Equipment Furnitures Leasehold Total Cost: At 1 January 2017 3,999 465 2,947 7,410 Additions 823 — 129 952 Acquisition of BMS SA — — — — Disposals (281 ) (9 ) (9 ) (299 ) Currency translation adjustments (3 ) (11 ) (8 ) (23 ) At 31 December 2017 4,537 445 3,059 8,041 Additions 564 10 260 833 Reclass BMS SA (1,032 ) 24 1,007 (0 ) Disposals (123 ) (154 ) (140 ) (417 ) Currency translation adjustments 1 4 8 13 At 31 December 2018 3,947 329 4,195 8,470 Accumulated depreciation: At 1 January 2017 (2,752 ) (184 ) (912 ) (3,847 ) Depreciation charge (note 5.25) (424 ) (56 ) (486 ) (966 ) Acquisition of BMS SA — — — — Currency translation adjustments 1 1 0 2 Disposals 50 9 2 61 At 31 December 2017 (3,126 ) (229 ) (1,395 ) (4,750 ) Reclass BMS SA 786 (24 ) (761 ) (0 ) Depreciation charge (note 5.25) (529 ) (49 ) (469 ) (1,048 ) Disposals 117 93 133 343 Currency translation adjustments 0 (1 ) (1 ) (1 ) At 31 December 2018 (2,751 ) (211 ) (2,494 ) (5,456 ) Net book value Cost 4,537 445 3,059 8,041 Accumulated depreciation (3,126 ) (229 ) (1,395 ) (4,750 ) At 31 December 2017 1,412 215 1,664 3,290 Cost 3,947 328 4,195 8,470 Accumulated depreciation (2,751 ) (211 ) (2,494 ) (5,456 ) At 31 December 2018 1,196 117 1,701 3,013 |
Other non-current assets (Table
Other non-current assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Detailed Information About Non-current Trade Receivables | (€’000) As at 31 December, 2018 2017 Non-current 1,743 0 Total 1,743 0 |
Summary of Other Non-current Assets | (€’000) As at 31 December, 2018 2017 Deposits 215 273 R&D Tax credit receivable 1,472 1,161 Total 1,687 1,434 |
Trade, Other Receivables and _2
Trade, Other Receivables and Other current assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Trade, Other Receivables and Other current assets | (€’000) As at 31 December, 2018 2017 Trade receivables 277 64 Advance deposits 90 152 Other trade receivables 0 17 Total Trade and Other receivables 367 233 Prepaid expenses 593 744 VAT receivable 255 391 Income and other tax receivables 737 1,120 Total Other current assets 1,585 2,255 |
Short Term Investments (Tables)
Short Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Short Term Investments | (€’000) As at 31 December, 2018 2017 Short-term cash deposits 8,559 10,653 Investment in equity securities 639 — Total 9,197 10,653 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Cash and Cash Equivalents | (€’000) As at 31 December, 2018 2017 Cash at bank and on hand 40,542 23,253 Total 40,542 23,253 |
Investment in Subsidiaries (Tab
Investment in Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Consolidated Subsidiaries | Name Country of Nature of Business Proportion of Proportion of Proportion of by non-controlling Celyad Inc. USA Biopharma 100 % 100 % 0 % OnCyte, LLC USA Biopharma 100 % 100 % 0 % CorQuest Medical, Inc. USA Medical Device 100 % 100 % 0 % Biological Manufacturing Services SA Belgium GMP laboratories 100 % 100 % 0 % |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Share Capital Issued | The number of shares issued is expressed in units. As at 31 December, 2018 2017 Total number of issued and outstanding shares 11,942,344 9,867,844 Total share capital (€’000) 41,552 34,337 |
Summary of Share Issuances Occurred Since the Incorporation of the Company | The following share issuances occurred since the incorporation of the Company: Category Transaction date Description # of shares Par value Class A shares 24 July 2007 Company incorporation 409,375 0.15 Class A shares 31 August 2007 Contribution in kind (upfront fee Mayo Licence) 261,732 36.30 Class B shares 23 December 2008 Capital increase (Round B) 137,150 35.36 Class B shares 23 December 2008 Contribution in kind (Loan B) 67,502 35.36 Class B shares 28 October 2010 Contribution in cash 21,000 22.44 Class B shares 28 October 2010 Contribution in kind (Loan C) 92,068 35.36 Class B shares 28 October 2010 Contribution in kind (Loan D) 57,095 35.36 Class B shares 28 October 2010 Contribution in cash 73,793 35.36 Class B shares 28 October 2010 Exercise of warrants 12,300 22.44 Class B shares 28 October 2010 Contribution in kind (Mayo receivable) 69,455 44.20 Class B shares 28 October 2010 Contribution in cash 9,048 44.20 Class B shares 31 May 2013 Contribution in kind (Loan E) 118,365 38.39 Class B shares 31 May 2013 Contribution in kind (Loan F) 56,936 38.39 Class B shares 31 May 2013 Contribution in kind (Loan G) 654,301 4.52 Class B shares 31 May 2013 Contribution in kind (Loan H) 75,755 30.71 Class B shares 31 May 2013 Contribution in cash 219,016 31.96 Class B shares 4 June 2013 Conversion of warrants 2,409,176 0.01 Ordinary shares 11 June 2013 Conversion of Class A and Class B shares in ordinary shares 4,744,067 — Ordinary shares 5 July 2013 Initial Public Offering 1,381,500 16.65 Ordinary shares 15 July 2013 Exercise of over-allotment option 207,225 16.65 Ordinary shares 31 January 2014 Exercise of warrants issued in September 2008 5,966 22.44 Ordinary shares 31 January 2014 Exercise of warrants issued in May 2010 333 22.44 Ordinary shares 31 January 2014 Exercise of warrants issued in January 2013 120,000 4.52 Ordinary shares 30 April 2014 Exercise of warrants issued in September 2008 2,366 22.44 Ordinary shares 16 June 2014 Capital increase 284,090 44.00 Ordinary shares 30 June 2014 Capital increase 284,090 44.00 Ordinary shares 4 August 2014 Exercise of warrants issued in September 2008 5,000 22.44 Ordinary shares 4 August 2014 Exercise of warrants issued in October 2010 750 35.36 Ordinary shares 3 November 2014 Exercise of warrants issued in September 2008 5,000 22.44 Ordinary shares 21 January 2015 Contribution in kind (Celdara Medical LLC) 93,087 37.08 Ordinary shares 7 February 2015 Exercice of warrant issued in May 2010 333 22.44 Ordinary shares 3 March 2015 Capital increase 713,380 44.50 Ordinary shares 11 May 2015 Exercice of warrant issued in May 2010 500 22.44 Ordinary shares 24 June 2015 Capital increase 1,460,000 60.25 Ordinary shares 4 August 2015 Exercice of warrant issued in May 2010 666 22.44 Ordinary shares 4 August 2015 Exercice of warrant issued in October 2010 5,250 35.36 Ordinary shares 1 february 2017 Exercice of warrant issued in May 2013 207,250 2.64 Ordinary shares 2 May 2017 Exercice of warrant issued in May 2013 4,900 2.64 Ordinary shares 1 August 2017 Exercice of warrant issued in May 2013 7,950 2.64 Ordinary shares 23 August 2017 Contribution in kind (Celdara Medical LLC) 328,275 32.35 Ordinary shares 9 November 2017 Exercice of warrant issued in May 2013 5,000 2.64 Ordinary shares 9 November 2017 Exercice of warrant issued in October 2010 866 35.36 Ordinary shares 7 February 2018 Exercice of warrant issued in May 2013 4,500 2.64 Ordinary shares 22 May 2018 Capital increase 2,070,000 22.29 (€000) Date Nature of the transactions Share Share Number of shares Balance as at January 1st, 2017 32,571 158,010 9,313,603 Issue of shares related to exercise of warrants 625 225,966 Capital increase resulting from Celdara and Dartmouth College agreements amendment 1,141 9,479 328,275 Share-based payments 2,808 Balance as at December 31, 2017 34,337 170,297 9,867,844 Issue of shares related to exercise of warrants 12 0 4,500 Capital increase as a result of the global offering 7,204 35,796 2,070,000 Share-based payments 56 Balance as at December 31, 2018 41,552 206,149 11,942,344 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Changes in Number of Warrants Outstanding | Changes in the number of warrants outstanding and their related weighted average exercise prices are as follows: 2018 2017 Weighted average Number of warrants Weighted average Number of warrants Outstanding as at 1 January 31.76 674,962 20.92 571,444 Granted 23.09 111,600 30.37 367,100 Forfeited 28.79 50,833 28.50 31,817 Exercised 2.64 4,500 2.77 225,966 Expired — — 22.44 5,799 At 31 December 30.71 731,229 31.76 674,962 |
Summary of Warrants Outstanding | Warrants outstanding at the end of the year have the following expiry date and exercise price: Warrant plan issuance Vesting date Expiry date Number of warrants Number of warrants Exercise price 29 October 2010 29 October 2013 29 October 2020 766 766 35.36 06 May 2013 06 May 2016 06 May 2023 2,500 7,000 2.64 05 May 2014 05 May 2017 05 May 2024 60,697 60,697 36.69 05 November 2015 05 November 2018 05 November 2025 245,982 253,065 33.27 08 December 2016 08 December 2019 08 December 2021 42,500 45,000 22.46 29 June 2017 29 June 2020 29 June 2022 294,484 308,434 31.50 26 October 2018 26 October 2021 26 October 2023 84,300 21.16 731,229 674,962 |
Summary of Fair Value of Warrants Determined At Grant Date | The fair value of the warrants has been determined at grant date based on the Black-Scholes formula. The variables, used in this model, are: Warrants issued on 29 October 31 January 06 May 05 May 05 Nov. 08 Dec. 29 June 26 October Number of warrants issued 79,500 140,000 266,241 100,000 466,000 100,000 520,000 700,000 Number of warrants granted 61,050 120,000 253,150 94,400 343,550 45,000 334,400 89,300 Number of warrants not fully vested as of 31 December 2018 0 0 0 0 25,167 42,500 294,484 84,300 Average exercise price (in €) 35.36 4.52 2.64 36.69 33.27 22.46 31.50 21.16 Expected share value volatility 35.60 % 35.60 % 39.55 % 67.73 % 60.53 % 61.03 % 60.61 % 58.82 % Risk-free interest rate 3.21 % 2.30 % 2.06 % 1.09 % 0.26 % -0.40 % -0.23 % -0.06 % Average fair value (in €) 9.00 2.22 12.44 24.55 21.66 11.28 15.68 10.77 Weighted average remaining contractual life 1.82 4.08 4.34 5.34 6.84 2.94 3.49 4.82 |
Post-Employment Benefits (Table
Post-Employment Benefits (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Pension Obligations | (€’000) As at 31 December, 2018 2017 Pension obligations 131 204 Total 131 204 |
Summary of Defined Benefit Amounts Recognized in Balance Sheet | The amounts recognised in the balance sheet are determined as follows: As at 31 December, (€’000) 2018 2017 Present value of funded obligations 1,838 1,705 Fair value of plan assets (1,706 ) (1,500 ) Deficit of funded plans 131 204 Total deficit of defined benefit pension plans 131 204 Liability in the balance sheet 131 204 |
Summary of Change in Defined Benefit Liability | The movement in the defined benefit liability over the year is as follows: (€’000) Present value of Fair value of plan Total As at 1 January 2017 1,509 1,305 204 Current service cost 201 — 201 Interest expense/(income) 32 26 6 1,742 1,331 411 Remeasurements - Return on plan assets, excluding amounts included in interest expense/(income) — 5 (5 ) - Actuarial (Gain)/loss due to change in actuarial assumptions — — — - Actuarial (Gain)/Loss due to experience 5 — 5 5 5 — Employer contributions: 206 (206 ) Benefits Paid (30 ) (30 ) (1 ) At 31 December 2017 1,704 1,499 204 As at 1 January 2018 1,704 1,499 204 Current service cost 190 190 Interest expense/(income) 36 31 5 1,929 1,530 399 Remeasurements - Return on plan assets, excluding amounts included in interest expense/(income) 9 (9 ) - Actuarial (Gain)/loss due to change in actuarial assumptions (58 ) (58 ) - Actuarial (Gain)/Loss due to experience (3 ) (3 ) (61 ) 9. (70 ) Employer contributions: 198 (198 ) Benefits Paid (31 ) (31 ) — At 31 December 2018 1,838 1,707 131 |
Summary of Income Statement Charge Included in Operating Profit for Post- employment Benefits | The income statement charge included in operating profit for post-employment benefits amount to: (€’000) 2018 2017 Current service cost 190 201 Interest expense on DBO 36 32 Expected return on plan assets (30 ) (26 ) Net periodic pension cost 195 207 |
Summary of Remeasurements Included in Other Comprehensive Loss | The re-measurements (€’000) 2018 2017 Effect of changes in actuarial assumptions (58 ) — Effect of experience adjustments (3 ) 5 (Gain)/Loss on assets for the year (9 ) (5 ) Remeasurement of post-employment benefit obligations (70 ) — |
Other Reserves (Tables)
Other Reserves (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Information on Other Reserves | (€’000 ) Share based Convertible Currency Total Balance as at 1st January 2017 6,946 16,631 752 24,329 Vested share-based payments (239 ) (239 ) Currency Translation differences subsidiaries (769 ) (769 ) Balance as at 31 December 2017 6,707 16,631 (17 ) 23,321 Vested share-based payments 3,539 3,539 Currency Translation differences subsidiaries (1,194 ) (1,194 ) Balance as at 31 December 2018 10,246 16,631 (1,211 ) 25,666 |
Advances Repayable (Tables)
Advances Repayable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Current and Non-current Portion Financial Liabilities | As at December 31, (€’000) 2018 2017 Total Non-Current st 1,544 7,330 Total Non-Current 2,864 1,544 Total Current portion as at 1 st 226 1,108 Total Current portion as at 31 December 276 226 |
Summary of Information on Other Outstanding Advances | For further details, reference is made to the table below which shows (i) the year for which amounts under those agreements have been received and initially recognised on the balance sheet for the financial liability and deferred grant income components and (ii) a description of the specific characteristics of those recoverable cash advances including repayment schedule and information on other outstanding advances. In 2019, we will be required to make exploitation decisions on our remaining outstanding RCA related to the CAR-T (in €’000) Amounts received for the years ended Amounts to be received As at 31 Id Project Contractual Prior 2017 2018 Cumulated 2019 Status Amount 5160 C-Cure 2,920 2,920 — 2,920 — Abandoned 0 5731 C-Cure 3,400 3,400 — 3,400 — Abandoned 0 5914 C-Cure 700 687 — 687 — Abandoned 180 5915 C-Cathez 910 910 — 910 — Exploitation 460 5951 Industrialization 1,470 866 — 866 — Abandoned 245 6003 C-Cure 1,729 1715 — 1715 — Abandoned 0 6230 C-Cure 1,084 1084 — 1084 — Abandoned 0 6363 C-Cure 1,140 1126 — 1126 — Abandoned 1,536 6548 Industrialization 660 541 — 541 — Abandoned 0 6633 C-Cathez 1,020 1020 — 1020 — Exploitation 204 6646 Proteins 1,200 450 — 450 — Abandoned 450 7027 C-Cathez 2,500 2500 — 2500 — Exploitation 250 7246 C-Cure 2,467 2220 247 2467 — Abandoned 0 7502 CAR-T 2,000 1800 200 2000 — Exploitation 0 7685 THINK 3,496 — 873 1187 2060 1,436 Research 0 Total 26,696 21,239 1,320 1,187 23,746 1,436 3,325 |
Summary of Certain Terms and Conditions for the Recoverable Cash Advances | The table below summarizes, in addition to the specific characteristics described above, certain terms and conditions for the recoverable cash advances: Contract number Research phase Percentage Turnover- Turnover-independent Interest Amounts due in (€’000) 5160 01/05/05-30/04/08 70 % 0.18 % Consolidated with 6363 N/A N/A 5731 01/05/08-31/10/09 70 % 0.18 % Consolidated with 6363 N/A N/A 5914 01/09/08-30/06/11 70 % 5.00 % €30k in 2012 and €70k each year after N/A 10% with a minimum of 100/Y 5915 01/08/08-30/04/11 70 % 5.00 % €40k in 2012 and €70k each year after N/A 10% with a minimum of 100/Y 5951 01/09/08-31/12/14 70 % 5.00 % €100k in 2014 and €150k each year after N/A 10% with a minimum of 200/Y 6003 01/01/09-30/09/11 60 % 0.18 % Consolidated with 6363 N/A N/A 6230 01/01/10-31/03/12 60 % 0.18 % Consolidated with 6363 N/A N/A 6363 01/03/10-30/06/12 60 % 0.18 % From €103k to €514k starting in 2013 until 30% of advance is reached Starting on 01/01/13 N/A 6548 01/01/11-31/03/13 60 % 0.01 % From €15k to €29k starting in 2014 until 30% of advance is reached Starting on 01/10/13 N/A 6633 01/05/11-30/11/12 60 % 0.27 % From €10k to €51k starting in 2013 until 30% of advance is reached Starting on 01/06/13 N/A 6646 01/05/11-30/06/15 60 % 0.01 % From €12k to €60k starting in 2015 until 30% of advance is reached Starting on 01/01/16 N/A 7027 01/11/12-31/10/14 50 % 0.33 % From €25k to €125k starting in 2015 until 30% of advance is reached Starting on 01/01/15 N/A 7246 01/01/14-31/12/16 50 % 0,05 % From €30k to €148k starting in 2017 until 30% of advance is reached. Starting in 2017 N/A 7502 01/12/15-30/11/18 45 % 0.19 % From €20k to €50k starting in 2019 until 30% is reached. Starting 2019 N/A 7685 1/01/2017-31/12/2019 45 % 0.33 % From €35k to €70k starting in 2019 until 30% is reached. Starting 2020 N/A |
Due Dates of the Financial Li_2
Due Dates of the Financial Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Aggregate Information Material Contractual Obligations and Payments Due | The table below analyses the Group’s non-derivative Contingent consideration liability has not been disclosed in the table below, because as of balance sheet date, it does not meet the definition of a contractual obligation. Commitments relating to contingent consideration are detailed in the Note 30. Financial liabilities reported as at 31 December 2018: (€’000) Total Less than One to three Three to More than As of December 31, 2018 Finance leases 1,136 484 652 — — Bank loan 510 281 229 — — Operating leases 2,912 708 942 729 533 Pension obligations 131 — — — 131 Advances repayable (current and non-current) 3,140 276 717 560 1,587 Total - material contractual obligations 7,829 1,749 2,540 1,290 2,250 Financial liabilities reported as at 31 December 2017: (€’000) Total Less than One to three Three to More than As of December 31, 2017 Finance leases 909 427 461 21 — Bank loan 536 209 326 — — Operating leases 3,759 857 1,289 725 888 Pension obligations 204 — — — 204 Advances repayable (current and non-current) 1,770 226 412 248 884 Total - material contractual obligations 7,178 1,719 2,488 994 1,976 |
Trade Payables and Other Curr_2
Trade Payables and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Trade Payables and Other Current Liabilities | (€’000) As at 31 December, 2018 2017 Total trade payables 5,916 4,800 Other current liabilities Social security 314 306 Payroll accruals and taxes 1,351 947 Other current liabilities 1,024 1,029 Total other current liabilities 2,690 2,282 |
Financial Instruments on Bala_2
Financial Instruments on Balance Sheet (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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Summary of Carrying and Fair Values of Financial Instruments that are not Carried at Fair Value | The carrying and fair values of financial instruments that are not carried at fair value in the financial statements was as follows at December 31, for current and comparative year-ends: (€’000) As of December 31, 2018 Loans and receivables Fair Financial Assets (‘Amortised cost’ category) within: Non-current 1,743 1,743 Other non-current 215 215 Trade receivables and other current assets 367 367 Short-term investments 9,197 9,197 Cash and cash equivalents 40,542 40,542 Total 52,065 52,065 For the above-mentioned financial assets, the carrying amount as per December 31, 2018 is a reasonable approximation of their fair value. (€’000) As of December 31, 2018 Financial liabilities at amortised cost Fair value Financial Liabilities (‘Financial liabilities at amortized cost’ category) within: Bank loans 510 510 Finance lease liabilities 1,136 1,136 RCA’s liability 3,140 3,140 Trade payables and other current liabilities 5,916 5,916 Total 10,702 10,702 For the above-mentioned financial liabilities, the carrying amount as per December 31, 2018 is a reasonable approximation of their fair value. As of December 31, 2017 (€’000) Loans and receivables Fair Assets as per balance sheet Deposits 273 273 Trade and other receivables 2,905 2,905 Other current assets 744 744 Short-term investments 10,653 10,653 Cash and cash equivalents 23,253 23,253 Total 37,828 37,828 For the above-mentioned financial assets, the carrying amount as per December 31, 2017 is a reasonable approximation of their fair value. As of December 31, 2017 (€’000) Financial liabilities at amortised cost Fair value Liabilities as per balance sheet Bank loans 536 536 Finance lease liabilities 909 909 RCAs liability 1,770 1,770 Trade payables and other current liabilities 7,083 7,083 Total 10,298 10,298 |
Schedule of Financial Assets and Liabilities Measured at Fair Value | Contingent consideration and other financial liabilities are reported at fair value in the statement of financial position using Level 3 fair value measurements for which the Group developed unobservable inputs: (€’000) Level I Level II Level III Total Assets Investment in equity securities 639 — — 639 Total Assets 639 — — 639 Liabilities Contingent consideration and other financial liabilities — — 25,187 25,187 Total Liabilities — — 25,187 25,187 |
Contingent Consideration and Other Financial Liabilities | The change in their balances is detailed as follows: CONTINGENT CONSIDERATION AND OTHER FINANCIAL LIABILITIES ROLL FORWARD (€’000) For the year ended 2018 2017 Opening balance Contingent consideration at 1 January 15,549 28,179 Milestone payment (5,341 ) Fair value adjustment 4,733 (4,225 ) Currency Translation Adjustment (3,064 ) Closing balance Contingent consideration at 31 December 20,282 15,549 Opening balance Other financial liabilities at 1 January 4,034 — Fair value adjustment 871 4,034 Closing balance Other financial liabilities at 31 December 4,905 4,034 Total—Contingent consideration and Other financial liabilities at 31 December 25,187 19,583 |
Sensitivity Analysis Performed on Main Assumptions | A sensitivity analysis has been performed on the key assumptions driving the fair value of the contingent consideration. The main drivers are i) the discount rate (WACC), ii) the sales long-term growth rate in the terminal value and iii) the probabilities of success for our product candidates to get commercialized. Discount rate (WACC) 9.90% 11.90% 13.90% 15.90% 17.90% Cont. consideration (€ million) 33.1 28.7 25.2 22.1 19.6 Impact (%) 31 % 14 % — -12 % -22 % Sales long-term growth rate in the terminal value -40% -32.50% -25% -17.50% -10% Cont. consideration (€ million) 23.9 24.4 25.2 26.3 28.2 Impact (%) -5 % -3 % — 4 % 12 % To determine the contingent consideration, we used the same probabilities of success than for impairment testing purposes (see Note 7): PoS Phase I Phase I to II Phase II to III Phase III to BLA BLA to Approval Cumulative CYAD-01 CYAD-101 100 % 63 % 26 % 45 % 84 % 6.4 % In order to assess the sensitivity to this driver, we apply here an incremental probability factor to the bottom-line cumulative PoS disclosed below: Probabilities of Success -20% -10% PoS model 10% 20% Cont. consideration (€ million) 20.2 22.7 25.2 27.7 30.2 Impact (%) -20 % -10 % — 10 % 20 % |
Changes in Liabilities Arisin_2
Changes in Liabilities Arising from Financial Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Summary of Bank Loans Financial Liability Roll Forward | The change in bank loans balances is detailed as follows: BANK LOANS FINANCIAL LIABILITY ROLL FORWARD (€’000) For the year ended 2018 2017 Opening balance at 1 January 536 742 New bank loans 220 — Installments (245 ) (207 ) Closing balance at 31 December 510 536 |
Summary of Finance Leases Financial Liability Roll Forward | The change in finance lease liability balances is detailed as follows: FINANCE LEASES FINANCIAL LIABILITY ROLL FORWARD (€’000) For the year ended 2018 2017 Opening balance at 1 January 909 735 New finance leases 730 543 Installments (503 ) (369 ) Closing balance at 31 December 1,136 909 |
Summary of Recoverable Cash Advance Liability Roll Forward | The change in recoverable cash advance liability balances is detailed as follows: RECOVERABLE CASH ADVANCE LIABILITY ROLL FORWARD (€’000) For the year ended 2018 2017 Opening balance at 1 January 1,770 8,438 Repayments (226 ) (1,233 ) Proceeds—Liability component 598 Remeasurement 998 (80 ) Derecognition of liability (non-recurring (5,356 ) Closing balance at 31 December 3,140 1,770 |
Revenues and Net Other Income_2
Revenues and Net Other Income and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Summary of Revenues | (€’000) For the year ended 31 December, 2018 2017 2016 Out-licensing 2,399 3,505 9,929 C-CathEZ — 35 83 Other revenue 716 — — Total 3,115 3,540 10,012 |
Summary of Other Operating Income and Expenses | (€’000) For the year ended December 31, 2018 2017 Remeasurement of contingent consideration 5,604 — Clinical Development milestone payment 1,372 — Remeasurement of RCA’s 998 — Fair value adjustment on securities 182 — Other 243 41 Total Other Expenses 8,399 41 (€’000) For the year ended December 31, 2018 2017 Grant income (RCA’s) 768 824 Grant income (Other) — 56 Remeasurement of RCA’s — 396 Remeasurement of contingent consideration — 193 R&D tax credit 310 1,161 Total Other Income 1,078 2,630 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Summary of Research and Development Expenses | Research and development expenses (€’000) For the year ended 31 December, 2018 2017 2016 Salaries 7,902 7,007 8,160 Share-based payments 1,264 862 — Travel and living 466 359 577 Pre-clinical 2,945 1,995 4,650 Clinical studies 3,656 3,023 4,468 Raw materials & consumables 2,770 1,825 — Delivery systems 117 430 964 Consulting fees 1,663 1,522 791 External collaborations 110 885 — IP filing and maintenance fees 397 513 799 Scale-up & 23 1,892 4,164 Rent and utilities 651 371 939 Depreciation and amortisation 848 1,488 1,345 Other costs 765 735 817 Total Research and Development expenses 23,577 22,908 27,675 |
Summary of General and Administrative Expenses | General and administrative expenses (€’000) For the year ended 31 December, 2018 2017 2016 Employee expenses 3,312 2,630 2,486 Share-based payments 2,331 1,707 2,847 Rent 1,097 1,053 791 Communication & Marketing 676 761 728 Consulting fees 2,192 2,227 2,029 Travel & Living 253 211 450 Post employment benefits (3 ) — (24 ) Depreciation 267 229 173 Other 263 490 265 Total General and administration 10,387 9,308 9,745 |
Summary of Non-recurring Operating Income and Expenses | (€’000) For the year ended December 31, 2018 2017 2016 Amendments of Celdara Medical and Dartmouth College agreements — (24,341 ) — C-Cure — (6,045 ) — C-Cure — 5,356 — Corquest IP asset impairment expenses — (1,244 ) — Write-off C-Cure — (1,932 ) — |
Employee Benefit Expenses (Tabl
Employee Benefit Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Summary of Employee Expenses | A split of our employees and consultants by main department and geography for the years ended December 31, 2018, 2017 and 2016 was as follows: At December 31, 2018 2017 2016 By function: Clinical & Regulatory, IP, Marketing 19 16 15 Research & Development 30 29 29 Manufacturing /Quality 34 26 31 General Administration 13 16 13 Total 96 87 88 By Geography: Belgium 91 83 83 United States 5 4 5 Total 96 87 88 (€’000) For the year ended 31 December, 2018 2017 2016 Salaries, wages and fees 6,439 5,461 5,994 Executive Management team compensation 3,235 2,563 2,900 Share-based payments 3,595 2,569 2,847 Social security 1,301 1,277 1,362 Post employment benefits 217 220 215 Hospitalisation insurance 118 118 151 Other benefit expense 2 — — Total Employee expenses 14,906 12,207 13,469 |
Financial Income and Expenses (
Financial Income and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Sunmmary of Financial Revenues and Expenses | In 2017, a significant loss on exchange differences had been incurred due to the depreciation of the USD against EUR. Such a loss did not occur in 2018, explaining the improvement in our net financial result. (€’000) For the year ended 31 December, 2018 2017 2016 Interest finance leases 18 18 19 Interest on overdrafts and other finance costs 29 36 37 Interest on RCA’s 15 90 53 Foreign Exchange differences — 4,309 98 Finance expenses 62 4,453 207 Interest income bank account 308 927 1,413 Foreign Exchange differences 387 — 791 Deferred income Mesoblast 109 6 — Finance income 804 933 2,204 Net Financial result 743 (3,520 ) 1,997 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Summary of Group Reports Income Taxes in the Income Statement | The Group reports income taxes in the income statement as detailed below: (€’000) For the year ended December 31, 2018 2017 2016 Current tax (expense) / income 0 1 6 Deferred tax (expense) / income — — — Total income tax (expense) / income in profit or loss 0 1 6 |
Schedule of Reconciliation Between Effective and Theoretical Tax | (€’000) For the year ended 31 December 2018 2017 2016 Loss before tax (37,427 ) (56,396 ) (23,612 ) Permanent differences Tax disallowed expenses 269 221 — Share-based payment 3,595 2,569 0 Nominal tax rate 29.58 % 33.99 % 33.99 % Tax income at nominal taxe rate 9,928 18,220 8,026 Deferred Tax assets not recognised (9,928 ) (18,219 ) (8,020 ) Effective tax expense 0 1 6 Effective tax rate 0 % 0 % 0 |
Deferred Taxes (Tables)
Deferred Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Schedule of Unrecognized Deferred Tax Assets and Liabilities | Unrecognized deferred tax assets and liabilities are detailed below by nature of temporary differences for the current year: (€’000) For the year ended 31 December 2018 Assets Liabilities Net Intangibles assets 49 — 49 Tangible assets — (154 ) (154 ) Recoverable cash advances liability 633 — 633 Contingent consideration liability 6,297 — 6,297 Employee Benefits liability 33 — 33 Other temporary difference — (436 ) (436 ) Tax-losses 46,858 — 46,858 — — — Unrecognised Gross Deferred Tax assets/(liabilities) 53,869 (590 ) 53,279 Netting by tax entity (437 ) 437 — Unrecognised Net Deferred Tax assets/(liabilities) 53,432 (153 ) 53,279 Unrecognized deferred tax assets and liabilities are detailed below by nature of temporary differences for the previous years: For the year ended 31 December 2017 (€’000) Assets Liabilities Net Intangibles assets — (3,974 ) (3,974 ) Tangible assets — (215 ) (215 ) Recoverable cash advances liability 349 — 349 Contingent consideration liability 4,471 — 4,471 Employee Benefits liability 51 — 51 Other temporary difference 5 — 5 Tax-losses 48,152 — 48,152 Unrecognised Gross Deferred Tax assets/(liabilities) 53,028 (4,189 ) 48,839 Netting by tax entity (3,974 ) 3,974 — Unrecognised Net Deferred Tax assets/(liabilities) 49,054 (215 ) 48,839 31 December 2016 EUR Assets Liabilities Net Intangibles assets 14,704 — 14,704 Tangible assets — (379 ) (379 ) Recoverable cash advances liability 2,322 — 2,322 Contingent consideration liability — — — Employee Benefits liability 69 — 69 Other temporary difference — — — Tax-losses 22,654 — 22,654 Unrecognised Gross Deferred Tax assets/(liabilities) 39,749 (379 ) 39,370 Netting by tax entity 464 (464 ) — Unrecognised Net Deferred Tax assets/(liabilities) 40,214 (844 ) 39,370 |
Schedule of Unrecognised Deferred Tax Asset Balance Roll Forward | The change in the Group’s unrecognised deferred tax asset balance is detailed below: UNRECOGNISED DEFERRED TAX ASSET BALANCE ROLL FORWARD (€’000) For the year ended 2018 2017 2016 Opening balance at 1 January 48,839 39,370 39,286 Temporary difference creation or reversal 5,734 (15,580 ) (6,844 ) Change in Tax-losses (1,294 ) 44,011 6,775 Foreign exchange rate effect — (113 ) 154 Change in BE tax rate applicable (34% > 25%) — (14,896 ) — Change in US tax rate applicable (35% > 23%) — (3,953 ) — — Closing balance at 31 December 53,279 48,839 39,370 |
Relationships with Third-Part_2
Relationships with Third-Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Summary of Remuneration of Key Management Informations | Remuneration of key management Key management consists of the members of the Executive Management Team and the entities controlled by any of them. As at 31 December, 2018 2017 2016 Number of EMT members 7 8 8 (€’000) For the year ended 31 December 2018 2017 2016 Short term employee benefits [1] 740 666 816 Post employee benefits 16 14 35 Share-based compensation 1,794 1,123 1,790 Other employment costs [2] 27 30 22 Management fees 2,457 1,950 2,055 Total benefits 5,034 3,783 4,718 [1] Include salaries, social security, bonuses, lunch vouchers [2] Such as Company cars As at 31 December, 2018 2017 2016 Number of warrants granted 30,000 179,000 180,000 Number of warrants lapsed — (15,225 ) (56,500 ) Cumulative outstanding warrants 259,000 306,500 310,725 Exercised warrants — 168,000 — Outstanding payables (in ‘000€) 803 461 687 Transactions with non-executive For the year ended 31 December, (€’000) 2018 2017 2016 Share-based compensation 420 485 697 Management fees 357 387 363 Total benefits 776 872 1,060 As at 31 December, 2018 2017 2016 Number of warrants granted 20,000 60,000 50,000 Number of warrants lapsed — (2,904 ) — Number of exercised warrants — — — Cumulative outstanding warrants 135,000 115,000 57,904 Outstanding payables (in ‘000€) 127 194 148 Shares owned 345,453 2,512,004 2,869,685 |
Summary of Transactions with Related Parties | Transactions with shareholders For the year ended 31 December, (€’000) 2018 2017 2016 Rent (1) — — 99 Other — — — Total — — 99 As at 31 December (€’000) 2018 2017 2016 Outstanding payables — — — [1] Relate to lease paid to Biological Manufacturing Services, company controlled by Tolefi SA until April 30, 2016 |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Text block [abstract] | |
Calculation of Earnings (Loss) Per Share | (€’000) As at 31 December, 2018 2017 2016 Loss of the year attributable to Equity Holders (37,427 ) (56,395 ) (23,606 ) Weighted average number of shares outstanding 11,142,244 9,627,601 9,313,603 Earnings per share (non-fully (3.36 ) (5.86 ) (2.53 ) Outstanding warrants 731,229 674,962 571,444 |
The Company - Additional Inform
The Company - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018Subsidiaries | |
Disclosure of detailed information about business combination [abstract] | |
Number of subsidiaries owned by the entity | 3 |
General Information and State_3
General Information and Statement of Compliance - Summary of Implementation of New Standards on Gross Margin Previously Reported (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |||
Licensing revenue | € 3,540 | € 8,440 | |
Cost of licensing | (515) | 0 | |
Gross Profit | € 3,115 | 3,025 | 8,471 |
Previously stated [member] | |||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |||
Licensing revenue | 3,540 | 9,929 | |
Cost of licensing | (515) | (1,489) | |
Gross Profit | 3,025 | 8,440 | |
Increase (decrease) due to application of IFRS 15 [member] | |||
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |||
Licensing revenue | 0 | 1,489 | |
Cost of licensing | 0 | (1,489) | |
Gross Profit | € 0 | € 0 |
General Information and State_4
General Information and Statement of Compliance - Additional Information (Detail) € in Millions | Jan. 01, 2019EUR (€) |
Announcing or commencing implementation of major restructuring [member] | IFRS 16 [member] | |
Disclosure of expected impact of initial application of new standards or interpretations [line items] | |
Lease liability | € 2.2 |
Accounting Principles - Additio
Accounting Principles - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018Cash_Generating_Units | |
Disclosure of significant accounting policies [line items] | |
Exploitation phase period for recoverable cash advances | 10 years |
Estimated useful lives of software | 10 years |
Development costs, capitalization period | 17 years |
Development costs, amortization period | 17 years |
Number of cash generating units | 2 |
Non-current financial assets, description | ‘Amortised cost’ measurement category refers to loans and receivables which are non-derivative financial assets, with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period which are classified as non-current assets. This measurement category comprises “cash and cash equivalents”, “short-term investments”, and relevant financial assets within “(non-) current trade and other receivables” and “other (non-) current assets”. |
Land and buildings [member] | |
Disclosure of significant accounting policies [line items] | |
Depreciation on property, plant and equipment | 15 to 20 years |
Plant and equipment [member] | |
Disclosure of significant accounting policies [line items] | |
Depreciation on property, plant and equipment | 5 to 15 years |
Laboratory equipment [member] | |
Disclosure of significant accounting policies [line items] | |
Depreciation on property, plant and equipment | 3 to 5 years |
Furniture [member] | |
Disclosure of significant accounting policies [line items] | |
Depreciation on property, plant and equipment | 3 to 10 years |
Leasehold improvements [member] | |
Disclosure of significant accounting policies [line items] | |
Depreciation on property, plant and equipment | 3 to 10 years |
Top of range [member] | |
Disclosure of significant accounting policies [line items] | |
Cash and cash equivalents, original maturity period | 1 month |
Top of range [member] | Software [member] | |
Disclosure of significant accounting policies [line items] | |
Estimated useful lives of software | 5 years |
Bottom of range [member] | Software [member] | |
Disclosure of significant accounting policies [line items] | |
Estimated useful lives of software | 3 years |
Risk management - Summary of Fo
Risk management - Summary of Foreign Exchange Risk (Detail) - EUR (€) € in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
A2 Percentage Depreciation [member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Unrealized foreign (loss) gain | € (0.2) | € (0.7) |
A1 Percentage Depreciation [member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Unrealized foreign (loss) gain | (0.1) | (0.3) |
A1 Percentage Appreciation [member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Unrealized foreign (loss) gain | 0.1 | 0.3 |
A2 Percentage Appreciation [member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Unrealized foreign (loss) gain | € 0.2 | € 0.7 |
Risk Management - Additional in
Risk Management - Additional information (Detail) - EUR (€) € in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
A1 Percentage Depreciation [member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Unrealized foreign (loss) gain | € (0.1) | € (0.3) |
Critical Accounting Estimates_2
Critical Accounting Estimates and Judgments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of changes in accounting estimates [abstract] | |
Repayable recoverable cash advances percentage | 30.00% |
Operating Segment Information -
Operating Segment Information - Additional Information (Detail) € in Thousands | 12 Months Ended | |||
Dec. 31, 2018EUR (€) | Dec. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) | Dec. 31, 2015Segment | |
Disclosure of operating segments [line items] | ||||
Number of operating segments | Segment | 2 | |||
Revenue | € 3,115 | € 3,540 | € 10,012 | |
Cathez [member] | ||||
Disclosure of operating segments [line items] | ||||
Revenue from sales | 100 | |||
Cardiology [member] | ||||
Disclosure of operating segments [line items] | ||||
Revenue | 2,399 | € 35 | € 84 | |
Cardiology [member] | Mesoblast licence agreement [member] | ||||
Disclosure of operating segments [line items] | ||||
Revenue | € 2,400 |
Operating Segment Information_2
Operating Segment Information - Schedule of Segment Profit by Operating Segment (Detail) - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Disclosure of operating segments [line items] | ||||
Revenue | € 3,115 | € 3,540 | € 10,012 | |
Cost of Sales | (515) | (1,542) | ||
Gross Profit | 3,115 | 3,025 | 8,471 | |
Research & Development expenses | (23,577) | (22,908) | (27,675) | |
General & Administrative expenses | (10,387) | (9,310) | (9,744) | |
Other Income and expenses | (7,321) | 2,590 | 3,340 | |
Recurring operating profit (Loss)-REBIT | (38,170) | |||
Non-recurring operating (expenses)/income | (26,273) | |||
Operating Loss | (38,170) | (52,876) | (25,609) | |
Net Financial Charges | 743 | (3,518) | 1,997 | |
Loss before taxes | (37,427) | (56,396) | (23,612) | |
Income Taxes | 0 | 1 | 6 | |
Profit (Loss) for the year | [1] | (37,427) | (56,395) | (23,606) |
Cardiology [member] | ||||
Disclosure of operating segments [line items] | ||||
Revenue | 2,399 | 35 | 84 | |
Cost of Sales | (53) | |||
Gross Profit | 2,399 | 35 | 31 | |
Research & Development expenses | (375) | (2,881) | (12,704) | |
Other Income and expenses | (686) | 1,070 | 1,540 | |
Recurring operating profit (Loss)-REBIT | 1,338 | |||
Non-recurring operating (expenses)/income | (1,932) | |||
Operating Loss | 1,338 | (3,708) | (11,133) | |
Loss before taxes | 1,338 | (3,708) | (11,133) | |
Profit (Loss) for the year | 1,338 | (3,708) | (11,133) | |
Immuno-oncology [member] | ||||
Disclosure of operating segments [line items] | ||||
Revenue | 716 | 3,505 | 9,929 | |
Cost of Sales | (515) | (1,489) | ||
Gross Profit | 716 | 2,990 | 8,440 | |
Research & Development expenses | (23,202) | (20,027) | (14,971) | |
Other Income and expenses | (6,765) | 151 | 1,800 | |
Recurring operating profit (Loss)-REBIT | (29,251) | |||
Operating Loss | (29,251) | (16,886) | (4,731) | |
Loss before taxes | (29,251) | (16,886) | (4,731) | |
Profit (Loss) for the year | (29,251) | (16,886) | (4,731) | |
Corporate [member] | ||||
Disclosure of operating segments [line items] | ||||
General & Administrative expenses | (10,387) | (9,310) | (9,744) | |
Other Income and expenses | 130 | 1,370 | ||
Recurring operating profit (Loss)-REBIT | (10,257) | |||
Non-recurring operating (expenses)/income | (24,341) | |||
Operating Loss | (10,257) | (32,281) | (9,744) | |
Net Financial Charges | 743 | (3,518) | 1,997 | |
Loss before taxes | (9,515) | (35,799) | (7,747) | |
Income Taxes | 1 | 6 | ||
Profit (Loss) for the year | € (9,515) | € (35,798) | € (7,742) | |
[1] | For 2018, 2017 and 2016, the Group does not have any non-controlling interests and the losses for the year are fully attributable to owners of the parent. |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | € 36,508 | |
Ending balance | 36,164 | € 36,508 |
Cost [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 50,300 | 55,318 |
Additions | 932 | |
Currency translation adjustments | (1,208) | (4,924) |
Divestiture | (2) | (93) |
Ending balance | 50,022 | 50,300 |
Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (13,792) | (5,752) |
Amortisation charge | (68) | (8,038) |
Divestiture | 2 | (3) |
Impairment (non-recurring loss) | 0 | |
Ending balance | (13,858) | (13,792) |
Goodwill [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 914 | |
Ending balance | 883 | 914 |
Goodwill [member] | Cost [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 914 | 1,040 |
Currency translation adjustments | (31) | (126) |
Ending balance | 883 | 914 |
Goodwill [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Impairment (non-recurring loss) | 0 | |
In-process research and development [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 34,854 | |
Ending balance | 33,677 | 34,854 |
In-process research and development [member] | Cost [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 34,854 | 39,655 |
Currency translation adjustments | (1,177) | (4,801) |
Ending balance | 33,677 | 34,854 |
In-process research and development [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Impairment (non-recurring loss) | 0 | |
Development cost [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 739 | |
Ending balance | 673 | 739 |
Development cost [member] | Cost [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 1,084 | 1,084 |
Ending balance | 1,084 | 1,084 |
Development cost [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (345) | (279) |
Amortisation charge | (66) | (66) |
Impairment (non-recurring loss) | 0 | |
Ending balance | (411) | (345) |
Patents, licences, trademarks [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 0 | |
Ending balance | 876 | 0 |
Patents, licences, trademarks [member] | Cost [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 13,337 | 13,337 |
Additions | 877 | |
Ending balance | 14,214 | 13,337 |
Patents, licences, trademarks [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (13,337) | (5,373) |
Amortisation charge | (1) | (7,964) |
Impairment (non-recurring loss) | 0 | |
Ending balance | (13,338) | (13,337) |
Software [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 1 | |
Ending balance | 55 | 1 |
Software [member] | Cost [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 111 | 202 |
Additions | 55 | |
Currency translation adjustments | 3 | |
Divestiture | (2) | (93) |
Ending balance | 164 | 111 |
Software [member] | Accumulated depreciation and amortisation [member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (110) | (100) |
Amortisation charge | 0 | (7) |
Divestiture | 2 | (3) |
Impairment (non-recurring loss) | 0 | |
Ending balance | € (109) | € (110) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - EUR (€) € in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Oct. 29, 2010 | Aug. 31, 2007 | |
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible asset amortization period | 10 years | |||
Intellectual property protection period | 20 years | |||
Description of discount rate assumptions | 13.9%, in line with industry standards for biotechnological companies and WACC used by Equity Research companies following the Group | |||
Sales revenue growth rate | 25.00% | |||
Horizon discovery agreement [member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
CAR-T Therapies acquired | € 1 | |||
CorQuest LLC [member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Fair value of intellectual rights assets | € 1.5 | |||
CorQuest LLC [member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Description of key assumptions | The recoverable amount has been calculated based on the fair value less costs to sell model, which requires the use of assumptions. The calculations use cash flow projections based on 12-year period business plan based on probability of success of CYAD-01 and CYAD-101 product candidates as well as extrapolations of projected cash flows resulting from the future expected sales associated with CYAD-01 and CYAD-101. CGU recoverable value, determined accordingly, exceeds its carrying amount. | |||
Period over which management has projected cash flows | 12 years | |||
Impairment loss on intangible assets and goodwill | € 0 | |||
C-Cure [member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Percentage of impairment allowances carry forward | 100.00% | |||
HeartXs assets [member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Percentage of impairment allowances carry forward | 100.00% | |||
Licences [member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible asset amortization period | 20 years | |||
Intangible assets | € 2.3 | € 9.5 | ||
Impairment loss on intangible assets | € 6 | |||
Patents 1 [member] | CorQuest LLC [member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible asset amortization period | 18 years | |||
Impairment loss on intangible assets | € 1.2 | |||
Bottom of range [member] | Software [member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible asset amortization period | 3 years | |||
Top of range [member] | Software [member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Intangible asset amortization period | 5 years |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Probabilities of Success for Products (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 6.40% |
CYAD 01 [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 6.40% |
Phase I [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 100.00% |
Phase I [member] | CYAD 01 [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 100.00% |
Phase I to II [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 63.00% |
Phase I to II [member] | CYAD 01 [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 63.00% |
Phase II to III [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 26.00% |
Phase II to III [member] | CYAD 01 [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 26.00% |
Phase III to BLA [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 45.00% |
Phase III to BLA [member] | CYAD 01 [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 45.00% |
BLA to approval [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 84.00% |
BLA to approval [member] | CYAD 01 [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Probablity of success percentage | 84.00% |
Intangible Assets - Summary o_3
Intangible Assets - Summary of Sensitivity Analyses of Recoverable Amount of CGU (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Impact of -35% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (35.00%) |
Impact of -30% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (30.00%) |
Impact of -25% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (25.00%) |
Discount rate at 13.90% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | 13.90% |
Discount rate at 13.90% [member] | Impact of -35% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (8.00%) |
Discount rate at 13.90% [member] | Impact of -30% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (5.00%) |
Discount rate at 14.65% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | 14.65% |
Discount rate at 14.65% [member] | Impact of -35% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (16.00%) |
Discount rate at 14.65% [member] | Impact of -30% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (13.00%) |
Discount rate at 14.65% [member] | Impact of -25% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (9.00%) |
Discount rate at 15.40% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | 15.40% |
Discount rate at 15.40% [member] | Impact of -35% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (23.00%) |
Discount rate at 15.40% [member] | Impact of -30% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (20.00%) |
Discount rate at 15.40% [member] | Impact of -25% [member] | |
Disclosure of detailed information about intangible assets [line items] | |
Terminal Revenue Growth rate | (16.00%) |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Changes in Carrying Value of Property, Plant and Equipment (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | € 3,290 | |
Ending balance | 3,014 | € 3,290 |
Cost [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 8,041 | 7,410 |
Additions | 833 | 952 |
Reclass BMS SA | 0 | |
Acquisition of BMS SA | 0 | |
Disposals | (417) | (299) |
Currency translation adjustments | 13 | (23) |
Ending balance | 8,470 | 8,041 |
Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (4,750) | (3,847) |
Reclass BMS SA | 0 | |
Depreciation charge (note 5.25) | (1,048) | (966) |
Acquisition of BMS SA | 0 | |
Disposals | 343 | 61 |
Currency translation adjustments | (1) | 2 |
Ending balance | (5,456) | (4,750) |
Equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 1,412 | |
Ending balance | 1,196 | 1,412 |
Equipment [Member] | Cost [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 4,537 | 3,999 |
Additions | 564 | 823 |
Reclass BMS SA | (1,032) | |
Acquisition of BMS SA | 0 | |
Disposals | (123) | (281) |
Currency translation adjustments | 1 | (3) |
Ending balance | 3,947 | 4,537 |
Equipment [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (3,126) | (2,752) |
Reclass BMS SA | 786 | |
Depreciation charge (note 5.25) | (529) | (424) |
Acquisition of BMS SA | 0 | |
Disposals | 117 | 50 |
Currency translation adjustments | 0 | 1 |
Ending balance | (2,751) | (3,126) |
Furniture [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 215 | |
Ending balance | 117 | 215 |
Furniture [member] | Cost [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 445 | 465 |
Additions | 10 | |
Reclass BMS SA | 24 | |
Acquisition of BMS SA | 0 | |
Disposals | (154) | (9) |
Currency translation adjustments | 4 | (11) |
Ending balance | 329 | 445 |
Furniture [member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (229) | (184) |
Reclass BMS SA | (24) | |
Depreciation charge (note 5.25) | (49) | (56) |
Acquisition of BMS SA | 0 | |
Disposals | 93 | 9 |
Currency translation adjustments | (1) | 1 |
Ending balance | (211) | (229) |
Leasehold improvements [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 1,664 | |
Ending balance | 1,701 | 1,664 |
Leasehold improvements [member] | Cost [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 3,059 | 2,947 |
Additions | 260 | 129 |
Reclass BMS SA | 1,007 | |
Acquisition of BMS SA | 0 | |
Disposals | (140) | (9) |
Currency translation adjustments | 8 | (8) |
Ending balance | 4,195 | 3,059 |
Leasehold improvements [member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (1,395) | (912) |
Reclass BMS SA | (761) | |
Depreciation charge (note 5.25) | (469) | (486) |
Acquisition of BMS SA | 0 | |
Disposals | 133 | 2 |
Currency translation adjustments | (1) | 0 |
Ending balance | € (2,494) | € (1,395) |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Finance leases maturity term | 3 years |
Other Non-current Assets - Summ
Other Non-current Assets - Summary of Detailed Information About Non-current Trade Receivables (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of other non current assets [line items] | ||
Non-current trade receivables Mesoblast licence agreement | € 1,743 | € 0 |
Mesoblast licence agreement [member] | ||
Disclosure of other non current assets [line items] | ||
Non-current trade receivables Mesoblast licence agreement | € 1,743 | € 0 |
Other Non-current Assets - Su_2
Other Non-current Assets - Summary of Non-current Financial Assets (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of Other Noncurrent Assets [abstract] | ||
Deposits | € 215 | € 273 |
R&D Tax credit receivable | 1,472 | 1,161 |
Total | € 1,687 | € 1,434 |
Other Non-current Assets - Addi
Other Non-current Assets - Additional Information (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Other Noncurrent Assets [abstract] | ||
R&D Tax credit receivable | € 1,472 | € 1,161 |
R&D Tax credit receivable increase (decrease) | € 310 |
Trade, Other Receivables and _3
Trade, Other Receivables and Other current assets - Summary of Trade Receivables and Other Current Assets (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of trade and other receivables [abstract] | ||
Trade receivables | € 277 | € 64 |
Advance deposits | 90 | 152 |
Other trade receivables | 0 | 17 |
Total Trade and Other receivables | 367 | 233 |
Prepaid expenses | 593 | 744 |
VAT receivable | 255 | 391 |
Income and other tax receivables | 737 | 1,120 |
Total Other current assets | € 1,585 | € 2,255 |
Trade, Other Receivables and _4
Trade, Other Receivables and Other Current Assets - Additional Information (Detail) € in Thousands | 12 Months Ended |
Dec. 31, 2018EUR (€) | |
Disclosure of trade and other receivables [line items] | |
Trade and other receivables overdue | € 0 |
Impairment loss | 0 |
Ono non clinical supply services agreement [member] | |
Disclosure of trade and other receivables [line items] | |
Increase in Trade receivables | 200 |
Foreign currencies [member] | |
Disclosure of trade and other receivables [line items] | |
Carrying amounts for trade and other receivables denominated in foreign currencies | € 0 |
Short Term Investments - Summar
Short Term Investments - Summary of Short Term Investments (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Short term investments1 [abstract] | ||
Short-term cash deposits | € 8,559 | € 10,653 |
Investment in equity securities | 639 | |
Total | € 9,197 | € 10,653 |
Cash and Cash Equivalents - Sum
Cash and Cash Equivalents - Summary of Cash and Cash Equivalents (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash and cash equivalents [abstract] | ||||
Cash at bank and on hand | € 40,542 | € 23,253 | ||
Total | € 40,542 | € 23,253 | € 48,357 | € 100,174 |
Investment in Subsidiaries - Su
Investment in Subsidiaries - Summary of Consolidated Subsidiaries (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Celyad Inc [member] | USA [member] | |
Disclosure of subsidiaries [line items] | |
Name | Celyad Inc |
Country of Incorporation and Place of Business | USA |
Nature of Business | Biopharma |
Proportion of Propo ordinary ordina shares directly held by held by parent (%) | 100.00% |
Proportion of ordinary shares held by the group (%) | 100.00% |
Proportion of ordinary shares held by non-controlling interests (%) | 0.00% |
Oncyte LLC | USA [member] | |
Disclosure of subsidiaries [line items] | |
Name | Oncyte LIC |
Country of Incorporation and Place of Business | USA |
Nature of Business | Biopharma |
Proportion of Propo ordinary ordina shares directly held by held by parent (%) | 100.00% |
Proportion of ordinary shares held by the group (%) | 100.00% |
Proportion of ordinary shares held by non-controlling interests (%) | 0.00% |
Corquest Medical Inc [member] | USA [member] | |
Disclosure of subsidiaries [line items] | |
Name | CorQuest Inc |
Country of Incorporation and Place of Business | USA |
Nature of Business | Medical Device |
Proportion of Propo ordinary ordina shares directly held by held by parent (%) | 100.00% |
Proportion of ordinary shares held by the group (%) | 100.00% |
Proportion of ordinary shares held by non-controlling interests (%) | 0.00% |
Biological Manufacturing Services SA [member] | Belgium [member] | |
Disclosure of subsidiaries [line items] | |
Name | Biological Manufacturing Services SA |
Country of Incorporation and Place of Business | Belgium |
Nature of Business | GMP laboratories |
Proportion of Propo ordinary ordina shares directly held by held by parent (%) | 100.00% |
Proportion of ordinary shares held by the group (%) | 100.00% |
Proportion of ordinary shares held by non-controlling interests (%) | 0.00% |
Share Capital Issued - Summary
Share Capital Issued - Summary of Share Capital Issued (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of classes of share capital [abstract] | ||
Total number of issued and outstanding shares | 11,942,344 | 9,867,844 |
Total share capital | € 41,553 | € 34,337 |
Share Capital Issued - Addition
Share Capital Issued - Additional Information (Detail) € / shares in Units, $ in Millions | May 18, 2018EUR (€) | May 18, 2018USD ($) | Jun. 29, 2017 | Dec. 08, 2016 | May 05, 2014 | Jul. 15, 2013EUR (€)shares | Jun. 11, 2013EUR (€) | May 31, 2013EUR (€) | May 06, 2013 | May 05, 2011EUR (€) | Oct. 29, 2010EUR (€)€ / sharesshares | Oct. 14, 2010EUR (€)€ / sharesshares | Dec. 23, 2008EUR (€)shares | Aug. 31, 2007EUR (€)shares | Aug. 31, 2017EUR (€)€ / sharesshares | Jun. 30, 2015EUR (€)shares | Mar. 31, 2015EUR (€)shares | Jan. 31, 2015EUR (€)shares | Jun. 30, 2014EUR (€)shares | Dec. 31, 2018EUR (€)€ / sharesshares | Dec. 31, 2017EUR (€)shares | Dec. 31, 2015EUR (€)shares | Dec. 31, 2014EUR (€)shares | Jul. 05, 2013EUR (€)€ / sharesshares | Jul. 24, 2007EUR (€)shares |
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Issued capital | € 41,553,000 | € 34,337,000 | |||||||||||||||||||||||
Number of ordinary shares | shares | 11,942,344 | ||||||||||||||||||||||||
Common stock , par value | € / shares | € 3.48 | ||||||||||||||||||||||||
Date of incorporation | Jul. 24, 2007 | ||||||||||||||||||||||||
Share capital | € 62,500 | ||||||||||||||||||||||||
Proceeds from capital increase | € 12,100,809 | ||||||||||||||||||||||||
Warrants exercised | shares | 225,966 | 6,749 | 139,415 | ||||||||||||||||||||||
Increase in capital | € 18,925,474 | € 25,000,000 | € 625,000 | ||||||||||||||||||||||
Convertible loans converted to shares, amount | € 28,645,000 | ||||||||||||||||||||||||
Increase in capital and issue premium by contribution in cash | 7,000,000 | ||||||||||||||||||||||||
Preferred shares conversion ratio | 100.00% | ||||||||||||||||||||||||
Proceeds from issuing shares | € 43,011,000 | € 625,000 | |||||||||||||||||||||||
Cost related to capital increase | € 2,800,000 | ||||||||||||||||||||||||
Description of authorization invested in board of directors | On June 11, 2013, the Extraordinary General Shareholders’ Meeting of Celyad SA authorized the Board of Directors to increase the share capital of the Company, in one or several times, and under certain conditions set forth in extenso in the articles of association. This authorization is valid for a period of five years starting on July 26, 2013 and until July 26, 2018. The Board of Directors may increase the share capital of the Company within the framework of the authorized capital for an amount of up to €21,413k. | ||||||||||||||||||||||||
Expected increase in capital | € 21,413,000 | ||||||||||||||||||||||||
Shares issued related to exercise of warrants | shares | 225,966 | 6,749 | 139,415 | ||||||||||||||||||||||
Warrants exercise periods | 5 years | 5 years | 10 years | 10 years | 10 years | 10 years | Over four different exercise periods | Over three different exercise periods | Over four different exercise periods | ||||||||||||||||
Issue Of Equity | € 10,620,000 | ||||||||||||||||||||||||
Number of shares issued and outstanding | shares | 11,942,344 | ||||||||||||||||||||||||
Oncyte LLC | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares issued | shares | 93,087 | ||||||||||||||||||||||||
Increase in capital | € 3,452,000 | ||||||||||||||||||||||||
Initial public offering [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Issued capital | € 23,002,000 | ||||||||||||||||||||||||
Common stock , par value | € / shares | € 16.65 | ||||||||||||||||||||||||
Shares issued | shares | 1,460,000 | 1,381,500 | |||||||||||||||||||||||
Increase in capital | € 87,965,000 | ||||||||||||||||||||||||
Proceeds from issuing shares | € 26,452,000 | ||||||||||||||||||||||||
Over allotment option [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares issued | shares | 207,225 | ||||||||||||||||||||||||
Proceeds from issuing shares | € 3,450,000 | ||||||||||||||||||||||||
Share capital [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Increase in capital | € 23,000 | € 488,000 | |||||||||||||||||||||||
Convertible loans converted to shares, amount | 5,026,000 | ||||||||||||||||||||||||
Issue Of Equity | 1,141,000 | ||||||||||||||||||||||||
Share premium [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Increase in capital | € 196,000 | € 500,000 | |||||||||||||||||||||||
Convertible loans converted to shares, amount | 6,988,000 | ||||||||||||||||||||||||
Issue Of Equity | € 9,479,000 | ||||||||||||||||||||||||
Private placement [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares issued | shares | 713,380 | ||||||||||||||||||||||||
Increase in capital | € 31,745,000 | ||||||||||||||||||||||||
Other reserves [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Convertible loans converted to shares, amount | € 16,613,000 | ||||||||||||||||||||||||
Conversion of Loan D [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Nominal amount | € 2,010,000 | ||||||||||||||||||||||||
Round B Investors [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares authorized | shares | 875,759 | ||||||||||||||||||||||||
Round B Investors [member] | Convertible loan [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Capital contribution | € 2,387,049 | ||||||||||||||||||||||||
Round B Investors [member] | Cash 1 [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Capital contribution | 4,849,624 | ||||||||||||||||||||||||
Round B Investors [member] | Uncalled Cash [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Capital contribution | € 1,949,624 | ||||||||||||||||||||||||
Celdara Medical [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Common stock , par value | € / shares | € 32.35 | ||||||||||||||||||||||||
Shares issued | shares | 328,275 | ||||||||||||||||||||||||
Proceeds from issuing shares | € 43,000,000 | ||||||||||||||||||||||||
Description of share price calculation | Average market price | ||||||||||||||||||||||||
Issue Of Equity | € 46,100,000 | $ 54.4 | |||||||||||||||||||||||
Celdara Medical [member] | Share capital [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Increase in capital | € 1,141,000 | ||||||||||||||||||||||||
Celdara Medical [member] | Share premium [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Increase in capital | € 9,479,000 | ||||||||||||||||||||||||
Mayo Clinic [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Contribution in kind of the upfront fee that was due upon execution of the Mayo Licence | € 9,500,000 | ||||||||||||||||||||||||
Medisun International Limited [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares subscribed | shares | 568,180 | ||||||||||||||||||||||||
Class A shares [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares issued | shares | 409,375 | ||||||||||||||||||||||||
Class A shares [member] | Round B Investors [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares authorized | shares | 671,107 | ||||||||||||||||||||||||
Class A shares [member] | Mayo Clinic [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares issued | shares | 261,732 | ||||||||||||||||||||||||
Class B shares [member] | Conversion of Loan D [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares issued | shares | 57,095 | ||||||||||||||||||||||||
Capital contribution | € 2,018,879.20 | ||||||||||||||||||||||||
Share conversion price per share | € / shares | € 35.36 | ||||||||||||||||||||||||
Class B shares [member] | Conversion of Loan C [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares issued | shares | 92,068 | ||||||||||||||||||||||||
Capital contribution | € 3,255,524.48 | ||||||||||||||||||||||||
Share conversion price per share | € / shares | € 35.36 | ||||||||||||||||||||||||
Class B shares [member] | Round B Investors [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares issued | shares | 204,652 | ||||||||||||||||||||||||
Shares authorized | shares | 204,652 | ||||||||||||||||||||||||
Class B shares [member] | Existing investor [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Common stock , par value | € / shares | € 35.36 | ||||||||||||||||||||||||
Shares issued | shares | 73,793 | ||||||||||||||||||||||||
Capital contribution | € 2,609,320.48 | ||||||||||||||||||||||||
Class B shares [member] | New Investor [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Common stock , par value | € / shares | € 44.20 | ||||||||||||||||||||||||
Shares issued | shares | 9,048 | ||||||||||||||||||||||||
Capital contribution | € 399,921.60 | ||||||||||||||||||||||||
Class B shares [member] | Round C Investors [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Shares issued | shares | 12,300 | ||||||||||||||||||||||||
Class B shares [member] | Mayo Clinic [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Common stock , par value | € / shares | € 44.20 | ||||||||||||||||||||||||
Shares issued | shares | 69,455 | ||||||||||||||||||||||||
Contribution in kind | € 3,069,911 | ||||||||||||||||||||||||
Class B shares [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Common stock , par value | € / shares | € 35.36 | ||||||||||||||||||||||||
Shares issued | shares | 67,502 | ||||||||||||||||||||||||
Class B shares [member] | Existing investor [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Common stock , par value | € / shares | € 22.44 | ||||||||||||||||||||||||
Shares issued | shares | 21,000 | ||||||||||||||||||||||||
Capital contribution | € 471,240 | ||||||||||||||||||||||||
Warrant A [member] | Round C Investors [member] | |||||||||||||||||||||||||
Disclosure of classes of share capital [line items] | |||||||||||||||||||||||||
Warrants exercised | shares | 12,300 | ||||||||||||||||||||||||
Proceeds from exercise of warrants | € 276,012 | ||||||||||||||||||||||||
Warrants exercise price | € / shares | € 22.44 |
Share Capital Issued - Summar_2
Share Capital Issued - Summary of Share Issuances Occurred Since the Incorporation of the Company (Detail) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of classes of share capital [line items] | |||
Par value | € 3.48 | ||
Beginning balance | € 47,535,000 | € 90,885,000 | € 111,473,000 |
Issue of shares related to exercise of warrants | 12,000 | 625,000 | |
Share-based payments | 3,595,000 | 2,569,000 | 2,848,000 |
Ending balance | 55,589,000 | 47,535,000 | 90,885,000 |
Share capital [member] | |||
Disclosure of classes of share capital [line items] | |||
Beginning balance | 34,337,000 | 32,571,000 | 32,571,000 |
Issue of shares related to exercise of warrants | 12,000 | 625,000 | |
Capital increase resulting from Celdara and Dartmouth College agreements amendment | 1,141,000 | ||
Capital increase as a result of the global offering | 7,204,000 | ||
Ending balance | 41,552,000 | 34,337,000 | 32,571,000 |
Share premium [member] | |||
Disclosure of classes of share capital [line items] | |||
Beginning balance | 170,297,000 | 158,010,000 | 158,010,000 |
Issue of shares related to exercise of warrants | 0 | ||
Capital increase resulting from Celdara and Dartmouth College agreements amendment | 9,479,000 | ||
Capital increase as a result of the global offering | 35,796,000 | ||
Share-based payments | 56,000 | 2,808,000 | |
Ending balance | 206,149,000 | 170,297,000 | 158,010,000 |
Number of shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Beginning balance | 9,867,844 | 9,313,603 | |
Issue of shares related to exercise of warrants | 4,500 | 225,966 | |
Capital increase resulting from Celdara and Dartmouth College agreements amendment | 328,275 | ||
Capital increase as a result of the global offering | 2,070,000 | ||
Ending balance | € 11,942,344 | € 9,867,844 | € 9,313,603 |
Class A shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jul. 24, 2007 | ||
Description | Company incorporation | ||
# of shares | 409,375 | ||
Par value | € 0.15 | ||
Class A shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Aug. 31, 2007 | ||
Description | Contribution in kind (upfront fee Mayo Licence) | ||
# of shares | 261,732 | ||
Par value | € 36.30 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Dec. 23, 2008 | ||
Description | Capital increase (Round B) | ||
# of shares | 137,150 | ||
Par value | € 35.36 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Dec. 23, 2008 | ||
Description | Contribution in kind (Loan B) | ||
# of shares | 67,502 | ||
Par value | € 35.36 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Oct. 28, 2010 | ||
Description | Contribution in cash | ||
# of shares | 21,000 | ||
Par value | € 22.44 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Oct. 28, 2010 | ||
Description | Contribution in kind (Loan C) | ||
# of shares | 92,068 | ||
Par value | € 35.36 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Oct. 28, 2010 | ||
Description | Contribution in kind (Loan D) | ||
# of shares | 57,095 | ||
Par value | € 35.36 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Oct. 28, 2010 | ||
Description | Contribution in cash | ||
# of shares | 73,793 | ||
Par value | € 35.36 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Oct. 28, 2010 | ||
Description | Exercise of warrants | ||
# of shares | 12,300 | ||
Par value | € 22.44 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Oct. 28, 2008 | ||
Description | Contribution in kind (Mayo receivable) | ||
# of shares | 69,455 | ||
Par value | € 44.20 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Oct. 28, 2010 | ||
Description | Contribution in cash | ||
# of shares | 9,048 | ||
Par value | € 44.20 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | May 31, 2013 | ||
Description | Contribution in kind (Loan E) | ||
# of shares | 118,365 | ||
Par value | € 38.39 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | May 31, 2013 | ||
Description | Contribution in kind (Loan F) | ||
# of shares | 56,936 | ||
Par value | € 38.39 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | May 31, 2013 | ||
Description | Contribution in kind (Loan G) | ||
# of shares | 654,301 | ||
Par value | € 4.52 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | May 31, 2013 | ||
Description | Contribution in kind (Loan H) | ||
# of shares | 75,755 | ||
Par value | € 30.71 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | May 31, 2013 | ||
Description | Contribution in cash | ||
# of shares | 219,016 | ||
Par value | € 31.96 | ||
Class B shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jun. 4, 2013 | ||
Description | Conversion of warrants | ||
# of shares | 2,409,176 | ||
Par value | € 0.01 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jun. 11, 2013 | ||
Description | Conversion of Class A and Class B shares in ordinary shares | ||
# of shares | 4,744,067 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jul. 5, 2013 | ||
Description | Initial Public Offering | ||
# of shares | 1,381,500 | ||
Par value | € 16.65 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jul. 15, 2013 | ||
Description | Exercise of over-allotment option | ||
# of shares | 207,225 | ||
Par value | € 16.65 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jan. 31, 2014 | ||
Description | Exercise of warrants issued in September 2008 | ||
# of shares | 5,966 | ||
Par value | € 22.44 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jan. 31, 2014 | ||
Description | Exercise of warrants issued in May 2010 | ||
# of shares | 333 | ||
Par value | € 22.44 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jan. 31, 2014 | ||
Description | Exercise of warrants issued in January 2013 | ||
# of shares | 120,000 | ||
Par value | € 4.52 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Apr. 30, 2014 | ||
Description | Exercise of warrants issued in September 2008 | ||
# of shares | 2,366 | ||
Par value | € 22.44 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jun. 16, 2014 | ||
Description | Capital increase | ||
# of shares | 284,090 | ||
Par value | € 44 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jun. 30, 2014 | ||
Description | Capital increase | ||
# of shares | 284,090 | ||
Par value | € 44 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Aug. 4, 2014 | ||
Description | Exercise of warrants issued in September 2008 | ||
# of shares | 5,000 | ||
Par value | € 22.44 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Aug. 4, 2014 | ||
Description | Exercise of warrants issued in October 2010 | ||
# of shares | 750 | ||
Par value | € 35.36 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Nov. 3, 2014 | ||
Description | Exercise of warrants issued in September 2008 | ||
# of shares | 5,000 | ||
Par value | € 22.44 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jan. 21, 2015 | ||
Description | Contribution in kind (Celdara Medical LLC) | ||
# of shares | 93,087 | ||
Par value | € 37.08 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Feb. 7, 2015 | ||
Description | Exercice of warrant issued in May 2010 | ||
# of shares | 333 | ||
Par value | € 22.44 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Mar. 3, 2015 | ||
Description | Capital increase | ||
# of shares | 713,380 | ||
Par value | € 44.50 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | May 11, 2015 | ||
Description | Exercice of warrant issued in May 2010 | ||
# of shares | 500 | ||
Par value | € 22.44 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Jun. 24, 2015 | ||
Description | Capital increase | ||
# of shares | 1,460,000 | ||
Par value | € 60.25 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Aug. 4, 2015 | ||
Description | Exercice of warrant issued in May 2010 | ||
# of shares | 666 | ||
Par value | € 22.44 | ||
Ordinary shares [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Aug. 4, 2015 | ||
Description | Exercice of warrant issued in October 2010 | ||
# of shares | 5,250 | ||
Par value | € 35.36 | ||
Ordinary shares twenty [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Feb. 1, 2017 | ||
Description | Exercice of warrant issued in May 2013 | ||
# of shares | 207,250 | ||
Par value | € 2.64 | ||
Ordinary shares twenty one [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | May 2, 2017 | ||
Description | Exercice of warrant issued in May 2013 | ||
# of shares | 4,900 | ||
Par value | € 2.64 | ||
Ordinary shares twenty two [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Aug. 1, 2017 | ||
Description | Exercice of warrant issued in May 2013 | ||
# of shares | 7,950 | ||
Par value | € 2.64 | ||
Ordinary shares twenty three [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Aug. 23, 2017 | ||
Description | Contribution in kind (Celdara Medical LLC) | ||
# of shares | 328,275 | ||
Par value | € 32.35 | ||
Ordinary shares twenty four [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Nov. 9, 2017 | ||
Description | Exercice of warrant issued in May 2013 | ||
# of shares | 5,000 | ||
Par value | € 2.64 | ||
Ordinary shares twenty five [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Nov. 9, 2017 | ||
Description | Exercice of warrant issued in October 2010 | ||
# of shares | 866 | ||
Par value | € 35.36 | ||
Ordinary shares twenty six [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | Feb. 7, 2018 | ||
Description | Exercice of warrant issued in May 2013 | ||
# of shares | 4,500 | ||
Par value | € 2.64 | ||
Ordinary shares twenty seven [member] | |||
Disclosure of classes of share capital [line items] | |||
Transaction date | May 22, 2018 | ||
Description | Capital increase | ||
# of shares | 2,070,000 | ||
Par value | € 22.29 |
Share-based Payments - Changes
Share-based Payments - Changes in Number of Warrants Outstanding (Detail) | Jun. 29, 2017 | Nov. 05, 2015 | May 05, 2014 | May 06, 2013EUR (€) | Oct. 29, 2010EUR (€) | Dec. 31, 2018EUR (€)Warrant | Dec. 31, 2017EUR (€)Warrant |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | |||||||
Weighted average exercise price, outstanding, beginning of period | € 31.76 | € 20.92 | |||||
Weighted average exercise price, granted | 23.09 | 30.37 | |||||
Weighted average exercise price, forfeited | 28.79 | 28.50 | |||||
Weighted average exercise price, exercised | 2.64 | 2.77 | |||||
Weighted average exercise price, expired | 22.44 | ||||||
Weighted average exercise price outstanding, end of period | € 2.64 | € 35.36 | € 30.71 | € 31.76 | |||
Number of warrants outstanding, beginning of period | Warrant | 674,962 | 571,444 | |||||
Number of warrants, granted | 312,100 | 343,550 | 94,400 | 253,150 | 61,050 | 111,600 | 367,100 |
Number of warrants, forfeited | Warrant | 50,833 | 31,817 | |||||
Number of warrants, exercised | 100,000 | 253,150 | 61,050 | 4,500 | 225,966 | ||
Number of warrants, expired | Warrant | 5,799 | ||||||
Number of warrants outstanding, end of period | 294,484 | 245,982 | 60,697 | 2,500 | 766 | 731,229 | 674,962 |
Share-based Payments - Addition
Share-based Payments - Additional Information (Detail) | Jun. 29, 2017EUR (€)shares | Dec. 08, 2016EUR (€) | Nov. 05, 2015EUR (€)Tranchesshares | May 05, 2014EUR (€)Tranchesshares | May 06, 2013EUR (€)shares | Oct. 29, 2010EUR (€)shares | Dec. 31, 2018EUR (€)Warrant | Dec. 31, 2017EUR (€)Warrant | Dec. 31, 2016EUR (€)Warrant | Dec. 31, 2015 | Dec. 31, 2014 |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||
Number of warrant exercised | 100,000 | 253,150 | 61,050 | 4,500 | 225,966 | ||||||
Number of warrants authorized | shares | 520,000 | 466,000 | 100,000 | 266,241 | 79,500 | ||||||
Number of warrants offered | 312,100 | 343,550 | 94,400 | 253,150 | 61,050 | 111,600 | 367,100 | ||||
Number of warrants outstanding | 294,484 | 245,982 | 60,697 | 2,500 | 766 | 731,229 | 674,962 | 571,444 | |||
Warrants expiration date | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | |||||
Percentage of warrants vested | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||
Exercise price of the different tranches ranges | € 2.64 | € 35.36 | € 30.71 | € 31.76 | € 20.92 | ||||||
Warrants exercise period | 5 years | 5 years | 10 years | 10 years | 10 years | 10 years | Over four different exercise periods | Over three different exercise periods | Over four different exercise periods | ||
Number of tranches | Tranches | 5 | 5 | |||||||||
Number of warrants cancelled | Warrant | (50,833) | (31,817) | |||||||||
Net expense recognized | € 3,600,000 | € 2,600,000 | |||||||||
Bottom of range [member] | |||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||
Exercise price of the different tranches ranges | € 31.34 | € 17.60 | € 15.90 | € 33.49 | |||||||
Top of range [member] | |||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||
Exercise price of the different tranches ranges | € 47.22 | € 36.81 | € 34.65 | € 45.05 | |||||||
Warrant1 [member] | |||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||
Number of warrant exercised | 0 | ||||||||||
New issue of warrants | Warrant | 4,500 | ||||||||||
Warrants plan issuance date 5 November 2015 [member] | |||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||||
New issue of warrants | 100,000 | ||||||||||
Number of warrants offered | 42,500 | ||||||||||
Number of warrants outstanding | 45,000 | ||||||||||
Number of warrants cancelled | 100,000 |
Share-based Payments - Summary
Share-based Payments - Summary of Warrants Outstanding (Detail) | 12 Months Ended | |||||||
Dec. 31, 2018Warrant€ / shares | Dec. 31, 2017Warrant | Jun. 29, 2017 | Dec. 31, 2016Warrant | Nov. 05, 2015 | May 05, 2014 | May 06, 2013 | Oct. 29, 2010 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants outstanding as of 31 December, Ex 2016 | 731,229 | 674,962 | 294,484 | 571,444 | 245,982 | 60,697 | 2,500 | 766 |
29 Oct 2010 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Warrant plan issuance date | 29 October 2010 | |||||||
Vesting date | 29 October 2013 | |||||||
Expiry date | 29 October 2020 | |||||||
Number of warrants outstanding as of 31 December, Ex 2016 | Warrant | 766 | 766 | ||||||
Exercise price per share | € / shares | € 35.36 | |||||||
26 October 2018 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Warrant plan issuance date | 26 October 2018 | |||||||
Vesting date | 26 October 2021 | |||||||
Expiry date | 26 October 2023 | |||||||
Number of warrants outstanding as of 31 December, Ex 2016 | Warrant | 84,300 | |||||||
Exercise price per share | € / shares | € 21.16 | |||||||
06 May 2013 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Warrant plan issuance date | 06 May 2013 | |||||||
Vesting date | 06 May 2016 | |||||||
Expiry date | 06 May 2023 | |||||||
Number of warrants outstanding as of 31 December, Ex 2016 | Warrant | 2,500 | 7,000 | ||||||
Exercise price per share | € / shares | € 2.64 | |||||||
05 May 2014 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Warrant plan issuance date | 05 May 2014 | |||||||
Vesting date | 05 May 2017 | |||||||
Expiry date | 05 May 2024 | |||||||
Number of warrants outstanding as of 31 December, Ex 2016 | Warrant | 60,697 | 60,697 | ||||||
Exercise price per share | € / shares | € 36.69 | |||||||
05 November 2015 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Warrant plan issuance date | 05 November 2015 | |||||||
Vesting date | 05 November 2018 | |||||||
Expiry date | 05 November 2025 | |||||||
Number of warrants outstanding as of 31 December, Ex 2016 | Warrant | 245,982 | 253,065 | ||||||
Exercise price per share | € / shares | € 33.27 | |||||||
08 December 2016 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Warrant plan issuance date | 08 December 2016 | |||||||
Vesting date | 08 December 2019 | |||||||
Expiry date | 08 December 2021 | |||||||
Number of warrants outstanding as of 31 December, Ex 2016 | Warrant | 42,500 | 45,000 | ||||||
Exercise price per share | € / shares | € 22.46 | |||||||
29 June 2017 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Warrant plan issuance date | 29 June 2017 | |||||||
Vesting date | 29 June 2020 | |||||||
Expiry date | 29 June 2022 | |||||||
Number of warrants outstanding as of 31 December, Ex 2016 | Warrant | 294,484 | 308,434 | ||||||
Exercise price per share | € / shares | € 31.50 |
Share-based Payments - Summar_2
Share-based Payments - Summary of Fair Value of Warrants Determined At Grant Date (Detail) | Jun. 29, 2017 | Nov. 05, 2015 | May 05, 2014 | May 06, 2013 | Oct. 29, 2010 | Dec. 31, 2018EUR (€)Warrant | Dec. 31, 2017Warrant | Dec. 31, 2016Warrant |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants granted | 312,100 | 343,550 | 94,400 | 253,150 | 61,050 | 111,600 | 367,100 | |
Number of warrants not fully vested as of 31 December 2017 | 294,484 | 245,982 | 60,697 | 2,500 | 766 | 731,229 | 674,962 | 571,444 |
Black-Scholes Pricing Model [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants issued | 700,000 | |||||||
Number of warrants granted | 89,300 | |||||||
Number of warrants not fully vested as of 31 December 2017 | 84,300 | |||||||
Average exercise price | € 21.16 | |||||||
Expected share value volatility | 58.82% | |||||||
Risk-free interest rate | (0.06%) | |||||||
Average fair value | € 10.77 | |||||||
Weighted average remaining contractual life | 4 years 9 months 25 days | |||||||
Warrant issued 2016 [Member] | Black-Scholes Pricing Model [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants issued | 100,000 | |||||||
Number of warrants granted | 45,000 | |||||||
Number of warrants not fully vested as of 31 December 2017 | 42,500 | |||||||
Average exercise price | € 22.46 | |||||||
Expected share value volatility | 61.03% | |||||||
Risk-free interest rate | (0.40%) | |||||||
Average fair value | € 11.28 | |||||||
Weighted average remaining contractual life | 2 years 11 months 8 days | |||||||
29 June 2017 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants not fully vested as of 31 December 2017 | Warrant | 294,484 | 308,434 | ||||||
29 June 2017 [member] | Black-Scholes Pricing Model [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants issued | 520,000 | |||||||
Number of warrants granted | 334,400 | |||||||
Number of warrants not fully vested as of 31 December 2017 | 294,484 | |||||||
Average exercise price | € 31.50 | |||||||
Expected share value volatility | 60.61% | |||||||
Risk-free interest rate | (0.23%) | |||||||
Average fair value | € 15.68 | |||||||
Weighted average remaining contractual life | 3 years 5 months 26 days | |||||||
05 May 2010 (warrants B) [member] | Black-Scholes Pricing Model [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants issued | 79,500 | |||||||
Number of warrants granted | 61,050 | |||||||
Number of warrants not fully vested as of 31 December 2017 | 0 | |||||||
Average exercise price | € 35.36 | |||||||
Expected share value volatility | 35.60% | |||||||
Risk-free interest rate | 3.21% | |||||||
Average fair value | € 9 | |||||||
Weighted average remaining contractual life | 1 year 9 months 25 days | |||||||
05 May 2010 (warrants C) [member] | Black-Scholes Pricing Model [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants issued | 140,000 | |||||||
Number of warrants granted | 120,000 | |||||||
Number of warrants not fully vested as of 31 December 2017 | 0 | |||||||
Average exercise price | € 4.52 | |||||||
Expected share value volatility | 35.60% | |||||||
Risk-free interest rate | 2.30% | |||||||
Average fair value | € 2.22 | |||||||
Weighted average remaining contractual life | 4 years 29 days | |||||||
29 Oct 2010 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants not fully vested as of 31 December 2017 | Warrant | 766 | 766 | ||||||
29 Oct 2010 [member] | Black-Scholes Pricing Model [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants issued | 266,241 | |||||||
Number of warrants granted | 253,150 | |||||||
Number of warrants not fully vested as of 31 December 2017 | 0 | |||||||
Average exercise price | € 2.64 | |||||||
Expected share value volatility | 39.55% | |||||||
Risk-free interest rate | 2.06% | |||||||
Average fair value | € 12.44 | |||||||
Weighted average remaining contractual life | 4 years 4 months 2 days | |||||||
05 May 2014 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants not fully vested as of 31 December 2017 | Warrant | 60,697 | 60,697 | ||||||
05 May 2014 [member] | Black-Scholes Pricing Model [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants issued | 100,000 | |||||||
Number of warrants granted | 94,400 | |||||||
Number of warrants not fully vested as of 31 December 2017 | 0 | |||||||
Average exercise price | € 36.69 | |||||||
Expected share value volatility | 67.73% | |||||||
Risk-free interest rate | 1.09% | |||||||
Average fair value | € 24.55 | |||||||
Weighted average remaining contractual life | 5 years 4 months 2 days | |||||||
05 November 2015 [member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants not fully vested as of 31 December 2017 | Warrant | 245,982 | 253,065 | ||||||
05 November 2015 [member] | Black-Scholes Pricing Model [Member] | ||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||
Number of warrants issued | 466,000 | |||||||
Number of warrants granted | 343,550 | |||||||
Number of warrants not fully vested as of 31 December 2017 | 25,167 | |||||||
Average exercise price | € 33.27 | |||||||
Expected share value volatility | 60.53% | |||||||
Risk-free interest rate | 0.26% | |||||||
Average fair value | € 21.66 | |||||||
Weighted average remaining contractual life | 6 years 10 months 2 days |
Post Employment Benefits - Summ
Post Employment Benefits - Summary of Pension Obligations (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of defined benefit plans [abstract] | ||
Pension obligations | € 131 | € 204 |
Total | € 131 | € 204 |
Post Employment Benefits - Addi
Post Employment Benefits - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018EUR (€)Years | |
Disclosure of net defined benefit liability (asset) [abstract] | |
Employee contributions | € | € 0 |
Mortality rate for men | 5 |
Mortality rate for women | 5 |
Actuarial assumption of withdrawal rate each year | 5.00% |
Actuarial assumption of retirement age | 65 |
Yearly inflation rate | 1.80% |
Actuarial assumption of yearly salary raise above inflation | 1.50% |
Actuarial assumption of yearly discount rates | 2.20% |
Percentage of reasonably possible increase decrease in actuarial assumption description | If the discount rate would decrease with 0,5% then, the defined benefit obligation would increase with 5,5%. Reversely if the discount rate would increase with 0,5% then the defined benefit obligation would decrease with 3,5%. |
Expected contributions to pension benefit plans | € | € 200,000 |
Post Employment Benefits - Su_2
Post Employment Benefits - Summary of Defined Benefit Amounts Recognized in Balance Sheet (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of net defined benefit liability (asset) [abstract] | ||
Present value of funded obligations | € 1,838 | € 1,705 |
Fair value of plan assets | (1,706) | (1,500) |
Deficit of funded plans | 131 | 204 |
Total deficit of defined benefit pension plans | 131 | 204 |
Liability in the balance sheet | € 131 | € 204 |
Post Employment Benefits - Su_3
Post Employment Benefits - Summary of Change in Defined Benefit Liability (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of net defined benefit liability (asset) [line items] | ||
Beginning balance | € 204 | € 204 |
Current service cost | 190 | 201 |
Interest expense/(income) | 5 | 6 |
Increase (decrease) in net defined benefit liability (asset) | 399 | 411 |
Remeasurements | ||
- Return on plan assets, excluding amounts included in interest expense/(income) | (9) | (5) |
- Actuarial (Gain)/loss due to change in actuarial assumptions | (58) | |
- Actuarial (Gain)/Loss due to experience | (3) | 5 |
Remeasurement of post-employment benefit obligation | (70) | |
Employer contributions: | (198) | (206) |
Benefits Paid | (1) | |
Ending balance | 131 | 204 |
Present value of obligation [member] | ||
Disclosure of net defined benefit liability (asset) [line items] | ||
Beginning balance | 1,704 | 1,509 |
Current service cost | 190 | 201 |
Interest expense/(income) | 36 | 32 |
Increase (decrease) in net defined benefit liability (asset) | 1,929 | 1,742 |
Remeasurements | ||
- Actuarial (Gain)/loss due to change in actuarial assumptions | (58) | |
- Actuarial (Gain)/Loss due to experience | (3) | 5 |
Remeasurement of post-employment benefit obligation | (61) | 5 |
Benefits Paid | (31) | (30) |
Ending balance | 1,838 | 1,704 |
Fair value of plan assets [member] | ||
Disclosure of net defined benefit liability (asset) [line items] | ||
Beginning balance | 1,499 | 1,305 |
Interest expense/(income) | 31 | 26 |
Increase (decrease) in net defined benefit liability (asset) | 1,530 | 1,331 |
Remeasurements | ||
- Return on plan assets, excluding amounts included in interest expense/(income) | 9 | 5 |
Remeasurement of post-employment benefit obligation | 9 | 5 |
Employer contributions: | 198 | 206 |
Benefits Paid | (31) | (30) |
Ending balance | € 1,707 | € 1,499 |
Post Employment Benefits - Su_4
Post Employment Benefits - Summary of Income Statement Charge Included in Operating Profit for Post- employment Benefits (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of net defined benefit liability (asset) [abstract] | ||
Current service cost | € 190 | € 201 |
Interest expense on DBO | 36 | 32 |
Expected return on plan assets | (30) | (26) |
Net periodic pension cost | € 195 | € 207 |
Post Employment Benefits - Su_5
Post Employment Benefits - Summary of Re-measurements Included in Other Comprehensive Loss (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of net defined benefit liability (asset) [abstract] | ||
Effect of changes in actuarial assumptions | € (58) | |
Effect of experience adjustments | (3) | € 5 |
(Gain)/Loss on assets for the year | (9) | € (5) |
Remeasurement of post-employment benefit obligations | € (70) |
Other Reserves - Summary of Inf
Other Reserves - Summary of Information on Other Reserves (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of information on other reserves [Line Items] | ||
Other reserves beginning balance | € 23,322 | € 24,329 |
Vested share-based payments | 3,539 | (239) |
Currency Translation differences subsidiaries | (1,194) | (769) |
Other reserves ending balance | 25,667 | 23,322 |
Share based payment reserve [member] | ||
Disclosure of information on other reserves [Line Items] | ||
Other reserves beginning balance | 6,707 | 6,946 |
Vested share-based payments | 3,539 | (239) |
Other reserves ending balance | 10,246 | 6,707 |
Convertible loan [member] | ||
Disclosure of information on other reserves [Line Items] | ||
Other reserves beginning balance | 16,631 | 16,631 |
Other reserves ending balance | 16,631 | 16,631 |
Translation [member] | ||
Disclosure of information on other reserves [Line Items] | ||
Other reserves beginning balance | (17) | 752 |
Currency Translation differences subsidiaries | (1,194) | (769) |
Other reserves ending balance | € (1,211) | € (17) |
Advances repayable - Summary of
Advances repayable - Summary of Current and Non-current Portion Financial Liabilities (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of financial liabilities [abstract] | ||
Total Non-Current portion as at 1st January | € 1,544 | € 7,330 |
Total Non-Current portion as at 31 December | 2,864 | 1,544 |
Total Current portion as at 1st January | 226 | 1,108 |
Total Current portion as at 31 December | € 276 | € 226 |
Advances Repayable - Additional
Advances Repayable - Additional Information (Detail) € in Thousands | 12 Months Ended |
Dec. 31, 2018EUR (€) | |
Disclosure of financial liabilities [line items] | |
Contracted recoverable cash advances | € 26,696 |
Recoverable cash advances banked | 23,700 |
Existing contracts amounts | 1,436 |
Contractual amount | 1,500 |
5915 [member] | |
Disclosure of financial liabilities [line items] | |
Contracted recoverable cash advances | € 910 |
Percentage of budgeted project cost | 70.00% |
Payment equivalent percentage of price received | 10.00% |
Payment equivalent percentage of price received | 100.00% |
Other contracts [member] | |
Disclosure of financial liabilities [line items] | |
Sales independent reimbursements equivalent percentage of principal amount | 30.00% |
Other contracts [member] | Bottom of range [member] | |
Disclosure of financial liabilities [line items] | |
Percentage of budgeted project cost | 45.00% |
Sales independent reimbursements percentage | 50.00% |
Other contracts [member] | Top of range [member] | |
Disclosure of financial liabilities [line items] | |
Percentage of budgeted project cost | 70.00% |
Sales independent reimbursements percentage | 200.00% |
Advances repayable - Summary _2
Advances repayable - Summary of Information on Other Outstanding Advances (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of financial liabilities [line items] | ||
Amounts received prior years | € 21,239 | |
Amounts received, Previous years | € 26,696 | |
Amounts received | 1,187 | 1,320 |
Amounts received Cumulated cashed in | 23,746 | |
To receive in 2018 and beyond | 1,436 | |
Amount reimbursed (cumulative) | € 3,325 | |
5160 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | C-Cure | |
Amounts received prior years | 2,920 | |
Amounts received, Previous years | € 2,920 | |
Amounts received Cumulated cashed in | € 2,920 | |
Status | Abandoned | |
Amount reimbursed (cumulative) | € 0 | |
5731 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | C-Cure | |
Amounts received prior years | 3,400 | |
Amounts received, Previous years | € 3,400 | |
Amounts received Cumulated cashed in | € 3,400 | |
Status | Abandoned | |
Amount reimbursed (cumulative) | € 0 | |
5914 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | C-Cure | |
Amounts received prior years | 687 | |
Amounts received, Previous years | € 700 | |
Amounts received Cumulated cashed in | € 687 | |
Status | Abandoned | |
Amount reimbursed (cumulative) | € 180 | |
5915 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | C-Cathez | |
Amounts received prior years | 910 | |
Amounts received, Previous years | € 910 | |
Amounts received Cumulated cashed in | € 910 | |
Status | Exploitation | |
Amount reimbursed (cumulative) | € 460 | |
5951 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | Industrialization | |
Amounts received prior years | 866 | |
Amounts received, Previous years | € 1,470 | |
Amounts received Cumulated cashed in | € 866 | |
Status | Abandoned | |
Amount reimbursed (cumulative) | € 245 | |
6003 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | C-Cure | |
Amounts received prior years | 1,715 | |
Amounts received, Previous years | € 1,729 | |
Amounts received Cumulated cashed in | € 1,715 | |
Status | Abandoned | |
Amount reimbursed (cumulative) | € 0 | |
6230 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | C-Cure | |
Amounts received prior years | 1,084 | |
Amounts received, Previous years | € 1,084 | |
Amounts received Cumulated cashed in | € 1,084 | |
Status | Abandoned | |
Amount reimbursed (cumulative) | € 0 | |
6363 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | C-Cure | |
Amounts received prior years | 1,126 | |
Amounts received, Previous years | € 1,140 | |
Amounts received Cumulated cashed in | € 1,126 | |
Status | Abandoned | |
Amount reimbursed (cumulative) | € 1,536 | |
6548 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | Industrialization | |
Amounts received prior years | 541 | |
Amounts received, Previous years | € 660 | |
Amounts received Cumulated cashed in | € 541 | |
Status | Abandoned | |
Amount reimbursed (cumulative) | € 0 | |
6633 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | C-Cathez | |
Amounts received prior years | 1,020 | |
Amounts received, Previous years | € 1,020 | |
Amounts received Cumulated cashed in | € 1,020 | |
Status | Exploitation | |
Amount reimbursed (cumulative) | € 204 | |
6646 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | Proteins | |
Amounts received prior years | 450 | |
Amounts received, Previous years | € 1,200 | |
Amounts received Cumulated cashed in | € 450 | |
Status | Abandoned | |
Amount reimbursed (cumulative) | € 450 | |
7027 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | C-Cathez | |
Amounts received prior years | 2,500 | |
Amounts received, Previous years | € 2,500 | |
Amounts received Cumulated cashed in | € 2,500 | |
Status | Exploitation | |
Amount reimbursed (cumulative) | € 250 | |
7246 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | C-Cure | |
Amounts received prior years | 2,220 | |
Amounts received, Previous years | € 2,467 | |
Amounts received | 247 | |
Amounts received Cumulated cashed in | € 2,467 | |
Status | Abandoned | |
Amount reimbursed (cumulative) | € 0 | |
7502 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | CAR-T Cell | |
Amounts received prior years | 1,800 | |
Amounts received, Previous years | € 2,000 | |
Amounts received | 200 | |
Amounts received Cumulated cashed in | € 2,000 | |
Status | Exploitation | |
Amount reimbursed (cumulative) | € 0 | |
7685 [member] | ||
Disclosure of financial liabilities [line items] | ||
Project | THINK | |
Amounts received, Previous years | € 3,496 | |
Amounts received | 1,187 | € 873 |
Amounts received Cumulated cashed in | 2,060 | |
To receive in 2018 and beyond | € 1,436 | |
Status | Research | |
Amount reimbursed (cumulative) | € 0 |
Advances repayable - Certain Te
Advances repayable - Certain Terms and Conditions for Recoverable Cash Advances (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
5160 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/05/05-30/04/08 |
Percentage of total project costs | 70.00% |
Turnover- dependent reimbursment | 0.18% |
Turnover-independant reimbursement | Consolidated with 6363 |
Interest rate accrual | N/A |
Amount due in case of licensing (per year) resp.Sale | N/A |
5731 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/05/08-31/10/09 |
Percentage of total project costs | 70.00% |
Turnover- dependent reimbursment | 0.18% |
Turnover-independant reimbursement | Consolidated with 6363 |
Interest rate accrual | N/A |
Amount due in case of licensing (per year) resp.Sale | N/A |
5914 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/09/08-30/06/11 |
Percentage of total project costs | 70.00% |
Turnover- dependent reimbursment | 5.00% |
Turnover-independant reimbursement | €30k in 2012 and €70k each year after |
Interest rate accrual | N/A |
Amount due in case of licensing (per year) resp.Sale | 10% with a minimum of 100/Y |
5915 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/08/08-30/04/11 |
Percentage of total project costs | 70.00% |
Turnover- dependent reimbursment | 5.00% |
Turnover-independant reimbursement | €40k in 2012 and €70k each year after |
Interest rate accrual | N/A |
Amount due in case of licensing (per year) resp.Sale | 10% with a minimum of 100/Y |
5951 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/09/08-31/12/14 |
Percentage of total project costs | 70.00% |
Turnover- dependent reimbursment | 5.00% |
Turnover-independant reimbursement | €100k in 2014 and €150k each year after |
Interest rate accrual | N/A |
Amount due in case of licensing (per year) resp.Sale | 10% with a minimum of 200/Y |
6003 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/01/09-30/09/11 |
Percentage of total project costs | 60.00% |
Turnover- dependent reimbursment | 0.18% |
Turnover-independant reimbursement | Consolidated with 6363 |
Interest rate accrual | N/A |
Amount due in case of licensing (per year) resp.Sale | N/A |
6230 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/01/10-31/03/12 |
Percentage of total project costs | 60.00% |
Turnover- dependent reimbursment | 0.18% |
Turnover-independant reimbursement | Consolidated with 6363 |
Interest rate accrual | N/A |
Amount due in case of licensing (per year) resp.Sale | N/A |
6363 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/03/10-30/06/12 |
Percentage of total project costs | 60.00% |
Turnover- dependent reimbursment | 0.18% |
Turnover-independant reimbursement | From €103k to €514k starting in 2013 until 30% of advance is reached |
Interest rate accrual | Starting on 01/01/13 |
Amount due in case of licensing (per year) resp.Sale | N/A |
6548 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/01/11-31/03/13 |
Percentage of total project costs | 60.00% |
Turnover- dependent reimbursment | 0.01% |
Turnover-independant reimbursement | From €15k to €29k starting in 2014 until 30% of advance is reached |
Interest rate accrual | Starting on 01/10/13 |
Amount due in case of licensing (per year) resp.Sale | N/A |
6633 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/05/11-30/11/12 |
Percentage of total project costs | 60.00% |
Turnover- dependent reimbursment | 0.27% |
Turnover-independant reimbursement | From €10k to €51k starting in 2013 until 30% of advance is reached |
Interest rate accrual | Starting on 01/06/13 |
Amount due in case of licensing (per year) resp.Sale | N/A |
6646 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/05/11-30/06/15 |
Percentage of total project costs | 60.00% |
Turnover- dependent reimbursment | 0.01% |
Turnover-independant reimbursement | From €12k to €60k starting in 2015 until 30% of advance is reached |
Interest rate accrual | Starting on 01/01/16 |
Amount due in case of licensing (per year) resp.Sale | N/A |
7027 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/11/12-31/10/14 |
Percentage of total project costs | 50.00% |
Turnover- dependent reimbursment | 0.33% |
Turnover-independant reimbursement | From €25k to €125k starting in 2015 until 30% of advance is reached |
Interest rate accrual | Starting on 01/01/15 |
Amount due in case of licensing (per year) resp.Sale | N/A |
7246 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/01/14-31/12/16 |
Percentage of total project costs | 50.00% |
Turnover- dependent reimbursment | 5.00% |
Turnover-independant reimbursement | From €30k to €148k starting in 2017 until 30% of advance is reached. |
Interest rate accrual | Starting in 2017 |
Amount due in case of licensing (per year) resp.Sale | N/A |
7502 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 01/12/15-30/11/18 |
Percentage of total project costs | 45.00% |
Turnover- dependent reimbursment | 0.19% |
Turnover-independant reimbursement | From €20k to €50k starting in 2019 until 30% is reached. |
Interest rate accrual | Starting 2019 |
Amount due in case of licensing (per year) resp.Sale | N/A |
7685 [member] | |
Disclosure of financial liabilities [line items] | |
Research phase | 1/01/2017-31/12/2019 |
Percentage of total project costs | 45.00% |
Turnover- dependent reimbursment | 0.33% |
Turnover-independant reimbursement | From €35k to €70k starting in 2019 until 30% is reached. |
Interest rate accrual | Starting 2020 |
Amount due in case of licensing (per year) resp.Sale | N/A |
Due Dates of the Financial Li_3
Due Dates of the Financial Liabilities - Aggregate Information Material Contractual Obligations and Payments Due (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Finance leases | € 1,136 | € 909 | € 735 |
Bank loan | 510 | 536 | € 742 |
Operating leases | 2,912 | 3,759 | |
Pension obligations | 131 | 204 | |
Advances repayable (current and non-current) | 3,140 | 1,770 | |
Total - material contractual obligations | 7,829 | 7,178 | |
Less than one year [member] | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Finance leases | 484 | 427 | |
Bank loan | 281 | 209 | |
Operating leases | 708 | 857 | |
Advances repayable (current and non-current) | 276 | 226 | |
Total - material contractual obligations | 1,749 | 1,719 | |
One to three years [member] | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Finance leases | 652 | 461 | |
Bank loan | 229 | 326 | |
Operating leases | 942 | 1,289 | |
Advances repayable (current and non-current) | 717 | 412 | |
Total - material contractual obligations | 2,540 | 2,488 | |
Three to five years [member] | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Finance leases | 21 | ||
Operating leases | 729 | 725 | |
Advances repayable (current and non-current) | 560 | 248 | |
Total - material contractual obligations | 1,290 | 994 | |
More than five years [member] | |||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||
Operating leases | 533 | 888 | |
Pension obligations | 131 | 204 | |
Advances repayable (current and non-current) | 1,587 | 884 | |
Total - material contractual obligations | € 2,250 | € 1,976 |
Trade Payables and Other Curr_3
Trade Payables and Other Current Liabilities - Trade Payables and Other Current Liabilities (Details) (Detail) - EUR (€) € in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Trade and other current payables [abstract] | ||
Total trade payables | € 5,916 | € 4,800 |
Other current liabilities | ||
Social security | 314 | 306 |
Payroll accruals and taxes | 1,351 | 947 |
Other current liabilities | 1,024 | 1,029 |
Total other current liabilities | € 2,690 | € 2,282 |
Trade Payables and Other Curr_4
Trade Payables and Other Current Liabilities - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of maturity analysis for non-derivative financial liabilities [abstract] | |
Trade payable settlement description | Trade payables are non-interest-bearing liabilities and are normally settled on a 90-day terms. Their increase is mainly attributable to clinical operations acceleration in the fourth quarter of 2018. |
Financial Instruments on Bala_3
Financial Instruments on Balance Sheet - Summary of Carrying and Fair Values of Financial Instruments that are not Reported at Fair Value (Detail) - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Financial Liabilities | ||||
Bank loans | € 510 | € 536 | € 742 | |
Finance lease liabilities | 1,136 | 909 | 735 | |
RCA's liability | 3,140 | 1,770 | ||
Financial Assets | ||||
Non-current trade receivables | 1,743 | |||
Other non-current assets | 1,687 | 1,434 | ||
Short-term investments | 9,197 | 10,653 | ||
Cash and cash equivalents | 40,542 | 23,253 | € 48,357 | € 100,174 |
Financial liabilities at amortised cost [member] | ||||
Financial Liabilities | ||||
Bank loans | 510 | 536 | ||
Finance lease liabilities | 1,136 | 909 | ||
RCA's liability | 3,140 | 1,770 | ||
Trade payables and other current liabilities | 5,916 | 7,083 | ||
Total | 10,702 | 10,298 | ||
Loans and receivables [member] | ||||
Financial Assets | ||||
Non-current trade receivables | 1,743 | |||
Deposits | 273 | |||
Other non-current assets | 215 | |||
Trade and other receivables | 2,905 | |||
Trade receivables and other current assets | 367 | |||
Other current assets | 744 | |||
Short-term investments | 9,197 | 10,653 | ||
Cash and cash equivalents | 40,542 | 23,253 | ||
Total | 52,065 | 37,828 | ||
At fair value [member] | ||||
Financial Liabilities | ||||
Bank loans | 510 | 536 | ||
Finance lease liabilities | 1,136 | 909 | ||
RCA's liability | 3,140 | 1,770 | ||
Trade payables and other current liabilities | 5,916 | 7,083 | ||
Total | 10,702 | 10,298 | ||
Financial Assets | ||||
Non-current trade receivables | 1,743 | |||
Deposits | 273 | |||
Other non-current assets | 215 | |||
Trade and other receivables | 2,905 | |||
Trade receivables and other current assets | 367 | |||
Other current assets | 744 | |||
Short-term investments | 9,197 | 10,653 | ||
Cash and cash equivalents | 40,542 | 23,253 | ||
Total | € 52,065 | € 37,828 |
Financial Instruments on Bala_4
Financial Instruments on Balance Sheet - Summary of Carrying and Fair Values of Financial Instruments that are Reported at Fair Value (Detail) € in Thousands | Dec. 31, 2018EUR (€) |
Disclosure of detailed information about financial instruments [line items] | |
Investment in equity securities | € 639 |
Financial assets, at fair value | 639 |
Financial liabilities, at fair value | 25,187 |
Contingent consideration and other financial liabilities [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Financial liabilities, at fair value | 25,187 |
Level I [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Investment in equity securities | 639 |
Financial assets, at fair value | 639 |
Level III [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Financial liabilities, at fair value | 25,187 |
Level III [member] | Contingent consideration and other financial liabilities [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Financial liabilities, at fair value | € 25,187 |
Financial Instruments on Bala_5
Financial Instruments on Balance Sheet - Summary of Contingent Consideration and Other Financial Liabilities (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||
Closing balance contingent consideration and other financial liabilities at December 31 | € 25,187 | € 19,583 |
Contingent consideration [Member] | ||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||
Opening balance Contingent consideration at 1 January | 15,549 | 28,179 |
Milestone payment | (5,341) | |
Fair value adjustment | 4,733 | (4,225) |
Currency Translation Adjustment | (3,064) | |
Closing balance Contingent consideration at 31 December | 20,282 | 15,549 |
Opening balance Other financial liabilities at 1 January | 4,034 | |
Fair value adjustment | 871 | 4,034 |
Closing balance Other financial liabilities at 31 December | 4,905 | 4,034 |
Closing balance contingent consideration and other financial liabilities at December 31 | € 25,187 | € 19,583 |
Financial Instruments on Bala_6
Financial Instruments on Balance Sheet - Additional Information (Detail) € in Millions | 12 Months Ended |
Dec. 31, 2017EUR (€) | |
Disclosure of detailed information about financial instruments [abstract] | |
Development, non-sales and sales milestones | € 4 |
Financial Instruments on Bala_7
Financial Instruments on Balance Sheet - Schedule of Sensitivity Analysis on Fair Value of Contingent Consideration (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Probablity of success percentage | 6.40% |
Probabilities of success 20 percentage decrease [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 20.2 |
Impact (%) | (20.00%) |
Probabilities of success 10 percentage decrease [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 22.7 |
Impact (%) | (10.00%) |
Probabilities of success [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 25.2 |
Probabilities of success 10 percentage increase [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 27.7 |
Impact (%) | 10.00% |
Probabilities of success 20 percentage increase [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 30.2 |
Impact (%) | 20.00% |
Sales long-term growth rate in terminal value 40 percentage decrease [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 23.9 |
Impact (%) | (5.00%) |
Sales long-term growth rate in terminal value thirty two point five percentage decrease [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 24.4 |
Impact (%) | (3.00%) |
Sales long-term growth rate in terminal value 25 percentage decrease [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 25.2 |
Sales long-term growth rate in terminal value seventeen point five zero percentage decrease [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 26.3 |
Impact (%) | 4.00% |
Sales long-term growth rate in terminal value 10 percentage decrease [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 28.2 |
Impact (%) | 12.00% |
Discount rate nine point nine zero percentage increase [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 33.1 |
Impact (%) | 31.00% |
Discount rate eleven point nine zero percentage increase [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 28.7 |
Impact (%) | 14.00% |
Discount rate thirteen point nine zero percentage increase [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 25.2 |
Discount rate fifteen point nine zero percentage increase [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 22.1 |
Impact (%) | (12.00%) |
Discount rate seventeen point nine zero percentage increase [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Cont. consideration (€ million) | $ 19.6 |
Impact (%) | (22.00%) |
Phase I [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Probablity of success percentage | 100.00% |
Phase I to II [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Probablity of success percentage | 63.00% |
Phase II to III [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Probablity of success percentage | 26.00% |
Phase III to BLA [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Probablity of success percentage | 45.00% |
BLA to approval [member] | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | |
Probablity of success percentage | 84.00% |
Changes in Liabilities arisin_3
Changes in Liabilities arising from Financial Activities - Fair Value Measurements Using Significant Unobservable Inputs (Detail) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||
Opening balance at 1 January | € 536 | € 742 |
New bank loans | 220 | |
Installments | (245) | (207) |
Closing balance at 31 December | 510 | 536 |
Opening balance at January 1st | 909 | 735 |
New finance leases | 730 | 543 |
Installments | (503) | (369) |
Closing balance at December 31 | 1,136 | 909 |
Opening balance at January 1st | 1,770 | |
Closing balance at December 31 | 3,140 | 1,770 |
RCA's [member] | ||
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items] | ||
Opening balance at January 1st | 1,770 | 8,438 |
Repayments | (226) | (1,233) |
Proceeds-Liability component | 598 | |
Remeasurement | 998 | (80) |
Derecognition of liability (non-recurring gain) | (5,356) | |
Closing balance at December 31 | € 3,140 | € 1,770 |
Revenues and Other Operating In
Revenues and Other Operating Income and Expenses - Summary of Revenues (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of disaggregation of revenue from contracts with customers [abstract] | |||
Out-licensing revenue | € 2,399 | € 3,505 | € 9,929 |
C-CathEZ sales | 35 | 83 | |
Other revenue | 716 | ||
Total | € 3,115 | € 3,540 | € 10,012 |
Revenues and Other Income and E
Revenues and Other Income and Expenses - Additional Information (Detail) € in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017EUR (€) | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Non-current trade receivables | € 1,743 | € 0 | |
Federal government tax Credit | € 1,200 | ||
Top of range [member] | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Variable consideration related to future regulatory and commercial-based milestones recognized as revenue | $ | $ 17.5 | ||
Increase (decrease) due to application of IFRS 15 [member] | Mesoblast licence agreement [member] | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Description to determine revenue recognition | We have applied the 5-step model foreseen by IFRS 15 to determine revenue recognition pattern applicable to this contract as of 31 December 2018. | We have applied the 5-step model foreseen by IFRS 15 to determine revenue recognition pattern applicable to this contract as of 31 December 2018. | |
Upfront payments recognized as revenue | € 800 | ||
Contingent milestone payments recognized as revenue | 2,200 | ||
Deferred financial income | 500 | ||
Net out-licensing revenue | 2,400 | ||
Non-current trade receivables | 1,700 | ||
Contract liabilities | 0 | ||
Performance obligation outstanding | € 0 |
Revenues and Other Operating _2
Revenues and Other Operating Income and Expenses - Summary of Other Operating Income and Expenses (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of disaggregation of revenue from contracts with customers [abstract] | |||
Remeasurement of contingent consideration | € 5,604 | ||
Clinical Development milestone payment | 1,372 | ||
Remeasurement of RCA's | 998 | ||
Fair value adjustment on securities | 182 | ||
Other | 243 | € 41 | |
Total Other Expenses | 8,399 | 41 | € 1,642 |
Grant income (RCA's) | 768 | 824 | |
Grant income (Other) | 56 | ||
Remeasurement of RCA's | 396 | ||
Remeasurement of contingent consideration | 193 | ||
R&D tax credit | 310 | 1,161 | |
Total Other Income | € 1,078 | € 2,630 | € 4,982 |
Operating Expenses - Summary of
Operating Expenses - Summary of Research and Development Expenses (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Research and Development Expenses [abstract] | |||
Salaries | € 7,902 | € 7,007 | € 8,160 |
Share-based payments | 1,264 | 862 | |
Travel and living | 466 | 359 | 577 |
Pre-clinical studies | 2,945 | 1,995 | 4,650 |
Clinical studies | 3,656 | 3,023 | 4,468 |
Raw materials & consumables | 2,770 | 1,825 | |
Delivery systems | 117 | 430 | 964 |
Consulting fees | 1,663 | 1,522 | 791 |
External collaborations | 110 | 885 | |
IP filing and maintenance fees | 397 | 513 | 799 |
Scale-up & automation | 23 | 1,892 | 4,164 |
Rent and utilities | 651 | 371 | 939 |
Depreciation and amortisation | 848 | 1,488 | 1,345 |
Other costs | 765 | 735 | 817 |
Total Research and Development expenses | € 23,577 | € 22,908 | € 27,675 |
Operating Expenses - Additional
Operating Expenses - Additional Information (Detail) - EUR (€) € in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Operating Costs And Expenses [line items] | ||
Percentage of increase in operational staff headcount | 15.00% | |
Percentage of increase in general and administrative expenses | 11.00% | |
Non-recurring expenses | € 24.3 | |
Non cash expense from equity settlement | 10.6 | |
C-Cure [member] | ||
Disclosure Of Operating Costs And Expenses [line items] | ||
Non-recurring expenses | 0.7 | |
CorQuest Inc [member] | ||
Disclosure Of Operating Costs And Expenses [line items] | ||
Non-recurring expenses | € 1.2 |
Operating Expenses - Summary _2
Operating Expenses - Summary of General and Administrative Expenses (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other General And Administrative Expenses [abstract] | |||
Employee expenses | € 3,312 | € 2,630 | € 2,486 |
Share-based payments | 2,331 | 1,707 | 2,847 |
Rent | 1,097 | 1,053 | 791 |
Communication & Marketing | 676 | 761 | 728 |
Consulting fees | 2,192 | 2,227 | 2,029 |
Travel & Living | 253 | 211 | 450 |
Post employment benefits | (3) | (24) | |
Depreciation | 267 | 229 | 173 |
Other | 263 | 490 | 265 |
Total General and administration | € 10,387 | € 9,308 | € 9,745 |
Operating Expenses - Summary _3
Operating Expenses - Summary of Non-recurring Operating Income and Expenses (Detail) € in Thousands | 12 Months Ended |
Dec. 31, 2017EUR (€) | |
Disclosure of general and administrative expense [Line items] | |
Write-off C-Cure and Corquest assets and derecognition of related liabilities | € (1,932) |
Amendment of Celdara Medical and Dartmouth College agreements [member] | |
Disclosure of general and administrative expense [Line items] | |
Amendments of Celdara Medical and Dartmouth College agreements | (24,341) |
C-Cure IP asset impairment expense [member] | |
Disclosure of general and administrative expense [Line items] | |
C-Cure IP asset impairment expense | (6,045) |
C-Cure RCA reversal income [member] | |
Disclosure of general and administrative expense [Line items] | |
C-Cure RCA reversal income | 5,356 |
Corquest IP asset impairment expenses [member] | |
Disclosure of general and administrative expense [Line items] | |
Corquest IP asset impairment expenses | € (1,244) |
Employee Benefit Expenses - Sum
Employee Benefit Expenses - Summary of Employee Expenses (Detail) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018EUR (€)Employees | Dec. 31, 2017EUR (€)Employees | Dec. 31, 2016EUR (€)Employees | |
Disclosure Of Employee Benefit Expenses [line items] | |||
Number of employees | Employees | 96 | 87 | 88 |
Salaries, wages and fees | € 6,439 | € 5,461 | € 5,994 |
Executive Management team compensation | 3,235 | 2,563 | 2,900 |
Share-based payments | 3,595 | 2,569 | 2,847 |
Social security | 1,301 | 1,277 | 1,362 |
Post employment benefits | 217 | 220 | 215 |
Hospitalisation insurance | 118 | 118 | 151 |
Other benefit expense | 2 | ||
Total Employee expenses | € 14,906 | € 12,207 | € 13,469 |
Belgium [member] | |||
Disclosure Of Employee Benefit Expenses [line items] | |||
Number of employees | Employees | 91 | 83 | 83 |
USA [member] | |||
Disclosure Of Employee Benefit Expenses [line items] | |||
Number of employees | Employees | 5 | 4 | 5 |
Clinical and Regulatory,IP,Marketing [member] | |||
Disclosure Of Employee Benefit Expenses [line items] | |||
Number of employees | Employees | 19 | 16 | 15 |
Research and development [member] | |||
Disclosure Of Employee Benefit Expenses [line items] | |||
Number of employees | Employees | 30 | 29 | 29 |
Manufacturing and quality [member] | |||
Disclosure Of Employee Benefit Expenses [line items] | |||
Number of employees | Employees | 34 | 26 | 31 |
General Administration [member] | |||
Disclosure Of Employee Benefit Expenses [line items] | |||
Number of employees | Employees | 13 | 16 | 13 |
Employee Benefit Expenses - Add
Employee Benefit Expenses - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of employee benefits expenses [abstract] | |
Percentage of increase in staff headcount | 10.00% |
Financial Income and Expenses -
Financial Income and Expenses - Summary of Financial Revenues and Expenses (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of detailed information about financial instruments [abstract] | |||
Interest finance leases | € 18 | € 18 | € 19 |
Interest on overdrafts and other finance costs | 29 | 36 | 37 |
Interest on RCAs | 15 | 90 | 53 |
Foreign Exchange differences | 4,309 | 98 | |
Finance expenses | 62 | 4,454 | 207 |
Interest income bank account | 308 | 927 | 1,413 |
Foreign Exchange differences | 387 | 791 | |
Deferred income Mesoblast | 109 | 6 | |
Finance income | 804 | 933 | 2,204 |
Net Financial result | € 743 | € (3,518) | € 1,997 |
Income Tax expense - Summary of
Income Tax expense - Summary of Group Reports Income Taxes in the Income Statement (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Major components of tax expense (income) [abstract] | |||
Current tax (expense) / income | € 0 | € 1 | € 6 |
Deferred tax (expense) / income | 0 | 0 | 0 |
Total income tax (expense) / income in profit or loss | € 0 | € 1 | € 6 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Major components of tax expense (income) [abstract] | |||
Applicable tax rate | 29.58% | 33.99% | 33.99% |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation Between Effective And Theoretical Income Tax (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred tax expense (income) [abstract] | |||
Loss before tax | € (37,427) | € (56,396) | € (23,612) |
Tax disallowed expenses | 269 | 221 | |
Share-based payment | € 3,595 | € 2,569 | € 0 |
Nominal tax rate | 29.58% | 33.99% | 33.99% |
Tax income at nominal taxe rate | € 9,928 | € 18,220 | € 8,026 |
Deferred Tax assets not recognised | (9,928) | (18,219) | (8,020) |
Effective tax expense | € 0 | € 1 | € 6 |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Deferred Taxes - Schedule of Un
Deferred Taxes - Schedule of Unrecognized Deferred Tax Assets and Liabilities (Detail) - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Deferred Tax Assets And Liabilities [line items] | ||||
Unrecognized deferred tax assets and liabilities, net | € 53,279 | € 48,839 | € 39,370 | € 39,286 |
Intangible asset [member] | ||||
Disclosure of Deferred Tax Assets And Liabilities [line items] | ||||
Unrecognized deferred tax assets | 49 | 14,704 | ||
Unrecognized deferred tax liabilities | (3,974) | |||
Unrecognized deferred tax assets and liabilities, net | 49 | (3,974) | 14,704 | |
Tangible assets [member] | ||||
Disclosure of Deferred Tax Assets And Liabilities [line items] | ||||
Unrecognized deferred tax liabilities | (154) | (215) | (379) | |
Unrecognized deferred tax assets and liabilities, net | (154) | (215) | (379) | |
Deferred tax asset [member] | ||||
Disclosure of Deferred Tax Assets And Liabilities [line items] | ||||
Unrecognised Gross Deferred Tax assets/(liabilities) | 53,869 | 53,028 | 39,749 | |
Netting by tax entity | (437) | (3,974) | 464 | |
Unrecognised Net Deferred Tax assets/(liabilities) | 53,432 | 49,054 | 40,214 | |
Deferred tax liabilities [member] | ||||
Disclosure of Deferred Tax Assets And Liabilities [line items] | ||||
Unrecognised Gross Deferred Tax assets/(liabilities) | (590) | (4,189) | (379) | |
Netting by tax entity | 437 | 3,974 | (464) | |
Unrecognised Net Deferred Tax assets/(liabilities) | (153) | (215) | (844) | |
Contingent consideration liabilities [member] | ||||
Disclosure of Deferred Tax Assets And Liabilities [line items] | ||||
Unrecognized deferred tax assets | 6,297 | 4,471 | ||
Unrecognized deferred tax assets and liabilities, net | 6,297 | 4,471 | ||
RCA's [member] | ||||
Disclosure of Deferred Tax Assets And Liabilities [line items] | ||||
Unrecognized deferred tax assets | 633 | 349 | 2,322 | |
Unrecognized deferred tax assets and liabilities, net | 633 | 349 | 2,322 | |
Employee benefits liability [member] | ||||
Disclosure of Deferred Tax Assets And Liabilities [line items] | ||||
Unrecognized deferred tax assets | 33 | 51 | 69 | |
Unrecognized deferred tax assets and liabilities, net | 33 | 51 | 69 | |
Other temporary differences [member] | ||||
Disclosure of Deferred Tax Assets And Liabilities [line items] | ||||
Unrecognized deferred tax assets | 5 | |||
Unrecognized deferred tax liabilities | (436) | |||
Unrecognized deferred tax assets and liabilities, net | (436) | 5 | ||
Tax Losses Carry forward [member] | ||||
Disclosure of Deferred Tax Assets And Liabilities [line items] | ||||
Unrecognized deferred tax assets | 46,858 | 48,152 | 22,654 | |
Unrecognized deferred tax assets and liabilities, net | € 46,858 | € 48,152 | € 22,654 |
Deferred Taxes - Schedule of _2
Deferred Taxes - Schedule of Unrecognised Deferred Tax Asset Balance Roll Forward (Detail) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Opening balance | € 48,839 | € 39,370 | € 39,286 |
Temporary difference creation or reversal | 5,734 | (15,580) | (6,844) |
Change in Tax-losses carried forward | (1,294) | 44,011 | 6,775 |
Change in tax rate applicable | (113) | 154 | |
Closing balance | € 53,279 | 48,839 | € 39,370 |
Belgium [member] | 34% > 25% [member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Change in tax rate applicable | (14,896) | ||
USA [member] | 35% > 23% [member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Change in tax rate applicable | € (3,953) |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) | |
Disclosure of commitments [line items] | ||||
Net Revenue | € | € 3,115,000 | € 3,540,000 | € 10,012,000 | |
Royalties percentage on its direct net sales | 2.00% | 2.00% | ||
Bottom of range [member] | ||||
Disclosure of commitments [line items] | ||||
Percentage of revenue | 5.00% | 5.00% | ||
Top of range [member] | ||||
Disclosure of commitments [line items] | ||||
Percentage of revenue | 23.00% | 23.00% | ||
CorQuest Inc [member] | ||||
Disclosure of commitments [line items] | ||||
Share Purchase Agreement Date | Nov. 5, 2014 | Nov. 5, 2014 | ||
Corquest Medical Inc [member] | Bottom of range [member] | ||||
Disclosure of commitments [line items] | ||||
Earn-Out royalty | € | € 0.02 | |||
Net Revenue | € | 10,000,000 | |||
Corquest Medical Inc [member] | Top of range [member] | ||||
Disclosure of commitments [line items] | ||||
Earn-Out royalty | € | 0.04 | |||
Net Revenue | € | € 10,000,000 | |||
Celdara Medical [member] | ||||
Disclosure of commitments [line items] | ||||
Share Purchase Agreement Date | Jan. 21, 2015 | Jan. 21, 2015 | ||
Celdara Medical [member] | Scenario one [member] | Oncyte LLC | ||||
Disclosure of commitments [line items] | ||||
Cumulative worldwide net sales | $ 250,000,000 | |||
Celdara Medical [member] | Scenario one [member] | Affiliates and sublicensees [member] | ||||
Disclosure of commitments [line items] | ||||
Percentage of cumulative net sales of products by affiliates and sublicensees based on cumulative worldwide net sales | 5.00% | 5.00% | ||
Celdara Medical [member] | Scenario two [Member] | Oncyte LLC | ||||
Disclosure of commitments [line items] | ||||
Cumulative worldwide net sales | $ 500,000,000 | |||
Celdara Medical [member] | Scenario two [Member] | Affiliates and sublicensees [member] | ||||
Disclosure of commitments [line items] | ||||
Percentage of cumulative net sales of products by affiliates and sublicensees based on cumulative worldwide net sales | 6.00% | 6.00% | ||
Celdara Medical [member] | Scenario three [Member] | Oncyte LLC | ||||
Disclosure of commitments [line items] | ||||
Cumulative worldwide net sales | $ 1,000,000,000 | |||
Celdara Medical [member] | Scenario three [Member] | Affiliates and sublicensees [member] | ||||
Disclosure of commitments [line items] | ||||
Percentage of cumulative net sales of products by affiliates and sublicensees based on cumulative worldwide net sales | 7.00% | 7.00% | ||
Celdara Medical [member] | Scenario four [Member] | Affiliates and sublicensees [member] | ||||
Disclosure of commitments [line items] | ||||
Percentage of cumulative net sales of products by affiliates and sublicensees based on cumulative worldwide net sales | 8.00% | 8.00% | ||
Celdara Medical [member] | first patient of a Phase II trial [Member] | ||||
Disclosure of commitments [line items] | ||||
Development and regulatory milestones | $ 6,000,000 | |||
Development and regulatory milestones on other preclinical products | 4,000,000 | |||
Celdara Medical [member] | first patient of the second cohort of the Phase I trial [Member] | ||||
Disclosure of commitments [line items] | ||||
Development and regulatory milestones | 5,000,000 | |||
Celdara Medical [member] | first patient of a Phase III trial [Member] | ||||
Disclosure of commitments [line items] | ||||
Development and regulatory milestones | 9,000,000 | |||
Development and regulatory milestones on other preclinical products | 6,000,000 | |||
Celdara Medical [member] | First regulatory approval of CAR-T NKR-2 [Member] | ||||
Disclosure of commitments [line items] | ||||
Development and regulatory milestones | 11,000,000 | |||
Development and regulatory milestones on other preclinical products | 10,000,000 | |||
Celdara Medical [member] | CAR-T NKR-2 is approved for commercialization in the US [Member] | ||||
Disclosure of commitments [line items] | ||||
Development and regulatory milestones | 14,000,000 | |||
Development and regulatory milestones on other preclinical products | 15,000,000 | |||
Celdara Medical [member] | IND to FDA [member] | ||||
Disclosure of commitments [line items] | ||||
Development and regulatory milestones on other preclinical products | 1,500,000 | |||
Celdara Medical [member] | Bottom of range [member] | Scenario one [member] | Oncyte LLC | ||||
Disclosure of commitments [line items] | ||||
Amount of cumulative net sales of products from acquired entity based on first cumulative worldwide net sales | 15,000,000 | |||
Celdara Medical [member] | Bottom of range [member] | Scenario two [Member] | Oncyte LLC | ||||
Disclosure of commitments [line items] | ||||
Amount of cumulative net sales of products from acquired entity based on first cumulative worldwide net sales | 25,000,000 | |||
Celdara Medical [member] | Bottom of range [member] | Scenario two [Member] | Affiliates and sublicensees [member] | ||||
Disclosure of commitments [line items] | ||||
Cumulative worldwide net sales | 250,000,000 | |||
Celdara Medical [member] | Bottom of range [member] | Scenario three [Member] | Oncyte LLC | ||||
Disclosure of commitments [line items] | ||||
Amount of cumulative net sales of products from acquired entity based on first cumulative worldwide net sales | 40,000,000 | |||
Celdara Medical [member] | Bottom of range [member] | Scenario three [Member] | Affiliates and sublicensees [member] | ||||
Disclosure of commitments [line items] | ||||
Cumulative worldwide net sales | 500,000,000 | |||
Celdara Medical [member] | Bottom of range [member] | Scenario four [Member] | Affiliates and sublicensees [member] | ||||
Disclosure of commitments [line items] | ||||
Cumulative worldwide net sales | 1,000,000,000 | |||
Celdara Medical [member] | Top of range [member] | Scenario one [member] | Affiliates and sublicensees [member] | ||||
Disclosure of commitments [line items] | ||||
Cumulative worldwide net sales | 250,000,000 | |||
Celdara Medical [member] | Top of range [member] | Scenario two [Member] | Affiliates and sublicensees [member] | ||||
Disclosure of commitments [line items] | ||||
Cumulative worldwide net sales | 500,000,000 | |||
Celdara Medical [member] | Top of range [member] | Scenario three [Member] | Affiliates and sublicensees [member] | ||||
Disclosure of commitments [line items] | ||||
Cumulative worldwide net sales | $ 1,000,000,000 |
Relationships with Third-Part_3
Relationships with Third-Parties - Summary of Remuneration of Key Management Informations (Detail) € in Thousands | Jun. 29, 2017 | Nov. 05, 2015 | May 05, 2014 | May 06, 2013 | Oct. 29, 2010 | Dec. 31, 2018EUR (€)WarrantMembershares | Dec. 31, 2017EUR (€)WarrantMembershares | Dec. 31, 2016EUR (€)Membershares |
Disclosure of key management personnel compensation [line items] | ||||||||
Number of EMT members | Member | 7 | 8 | 8 | |||||
Number of warrants granted | 312,100 | 343,550 | 94,400 | 253,150 | 61,050 | 111,600 | 367,100 | |
Number of warrants lapsed | Warrant | 5,799 | |||||||
Exercised warrants | 100,000 | 253,150 | 61,050 | 4,500 | 225,966 | |||
Key management personnel of entity or parent [member] | ||||||||
Disclosure of key management personnel compensation [line items] | ||||||||
Short term employee benefits | € 740 | € 666 | € 816 | |||||
Post employee benefits | 16 | 14 | 35 | |||||
Share-based compensation | 1,794 | 1,123 | 1,790 | |||||
Other employment costs | 27 | 30 | 22 | |||||
Management fees | 2,457 | 1,950 | 2,055 | |||||
Total benefits | € 5,034 | € 3,783 | € 4,718 | |||||
Number of warrants granted | 30,000 | 179,000 | 180,000 | |||||
Number of warrants lapsed | (15,225) | (56,500) | ||||||
Cumulative outstanding warrants | shares | 259,000 | 306,500 | 310,725 | |||||
Exercised warrants | 168,000 | |||||||
Outstanding payables | € 803 | € 461 | € 687 |
Relationships with Third-Part_4
Relationships with Third-Parties - Summary of Transactions with Non-executive Directors (Detail) € in Thousands | Jun. 29, 2017 | Nov. 05, 2015 | May 05, 2014 | May 06, 2013 | Oct. 29, 2010 | Dec. 31, 2018EUR (€)Warrantshares | Dec. 31, 2017EUR (€)Warrantshares | Dec. 31, 2016EUR (€)Warrantshares |
Disclosure of transactions between related parties [line items] | ||||||||
Number of warrants granted | 312,100 | 343,550 | 94,400 | 253,150 | 61,050 | 111,600 | 367,100 | |
Number of warrants lapsed | Warrant | 5,799 | |||||||
Number of exercised warrants | 100,000 | 253,150 | 61,050 | 4,500 | 225,966 | |||
Shares owned | 294,484 | 245,982 | 60,697 | 2,500 | 766 | 731,229 | 674,962 | 571,444 |
Non Executive Directors [Member] | ||||||||
Disclosure of transactions between related parties [line items] | ||||||||
Share-based compensation | € 420 | € 485 | € 697 | |||||
Management fees | 357 | 387 | 363 | |||||
Total benefits | € 776 | € 872 | € 1,060 | |||||
Number of warrants granted | 20,000 | 60,000 | 50,000 | |||||
Number of warrants lapsed | (2,904) | |||||||
Number of exercised warrants | 0 | 0 | 0 | |||||
Cumulative outstanding warrants | shares | 135,000 | 115,000 | 57,904 | |||||
Outstanding payables | € 127 | € 194 | € 148 | |||||
Shares owned | 345,453 | 2,512,004 | 2,869,685 |
Relationships with Third-Part_5
Relationships with Third-Parties - Summary of Transactions with Shareholders (Detail) - Shareholders [Member] - EUR (€) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of transactions between related parties [line items] | |||
Rent | € 99,000 | ||
Other | € 0 | € 0 | 0 |
Total | 99,000 | ||
Outstanding payables | € 0 | € 0 | € 0 |
Loss Per Share - Calculation of
Loss Per Share - Calculation of Earnings (Loss) Per Share (Detail) - EUR (€) € / shares in Units, € in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Earnings per share [abstract] | ||||
Loss of the year attributable to Equity Holders | [1] | € (37,427) | € (56,395) | € (23,606) |
Weighted average number of shares outstanding | 11,142,244 | 9,627,601 | 9,313,603 | |
Earnings per share (non-fully diluted) in € | € (3,360) | € (5,860) | € (2,530) | |
Outstanding warrants | 731,229,000 | 674,962,000 | 571,444,000 | |
[1] | For 2018, 2017 and 2016, the Group does not have any non-controlling interests and the losses for the year are fully attributable to owners of the parent. |