Notes relating to the consolidated statement of financial position | 4. Notes relating to the consolidated statement of financial position 4.1 Intangible assets (in thousands of €) Opening balance as on January 1, 2016 Cost € 72 Accumulated amortization (65) Book value at the beginning of the year 7 Movements Additions 21 Amortization (11) Balance as on December 31, 2016 Cost 93 Accumulated amortization (76) Book value at year end 17 Movements Additions 6 Amortization (10) Balance as on December 31, 2017 Cost 99 Accumulated amortization (86) Book value at year end 13 Movements Additions 62 Cost of disposals (2) Amortization (19) Accumulated depreciation on disposals 2 Balance as on December 31, 2018 Cost 159 Accumulated amortization (103) Book value at year end € 56 The intangible assets correspond to software. As of December 31, 2018, there are no commitments to acquire additional intangible assets. No intangible assets are pledged as security for liabilities nor are there any intangible assets whose title is restricted. 4.2 Property, plant and equipment Office and lab Lease (in thousands of €) IT equipment equipment equipment Total Opening balance as on January 1, 2016 Cost € 93 € 1,179 € € 1,272 Accumulated depreciation (66) (957) (1,023) Book value at the beginning of the year 27 222 249 Movements Additions 115 725 840 Depreciation (38) (285) (323) Closing balance as on December 31, 2016 Cost 208 1,904 2,112 Accumulated depreciation (104) (1,242) (1,346) Book value at year end 104 662 766 Movements Additions 25 321 346 Cost of disposals — (69) (69) Depreciation (53) (372) (425) Accumulated depreciation on disposals — 58 58 Closing balance as on December 31, 2017 Cost 233 2,156 — 2,389 Accumulated depreciation (157) (1,556) — (1,713) Book value at year end 76 600 — 676 Movements Additions 111 259 253 623 Cost of disposals (12) (34) (46) Depreciation (64) (399) (11) (474) Accumulated depreciation on disposals 12 34 46 Closing balance as on December 31, 2018 Cost 331 2,381 253 2,965 Accumulated depreciation (209) (1,921) (11) (2,141) Book value at year end € 122 € 460 € 242 € 824 There are no commitments to acquire property, plant and equipment. Furthermore, no items of property, plant and equipment are pledged. 4.3 Research and development incentive receivables Year Ended December 31, (in thousands of €) 2018 2017 2016 Research and development incentive receivables—current € 301 € 158 € 163 Research and development incentive receivables—non-current 4,883 3,033 2,046 € 5,184 € 3,191 € 2,209 On December 31, 2018, the Company has recorded a tax receivable of €5.2 million, compared to €3.2 million on December 31, 2017, in relation to a research and development incentive tax scheme in Belgium under which the research and development incentives can be refunded after five years if not offset against future income tax expense. The research and development incentives are recorded in other operating income (see note 5.2) in the consolidated statement of profit and loss and other comprehensive income. These amounts are expected to be gradually reimbursed in cash as from 2019 onwards. 4.4 Restricted cash Year Ended December 31, (in thousands of €) 2018 2017 2016 Non ‑ current restricted cash Rental guarantees € 251 € 256 € 244 Escrow account > 1 year — — 905 Total non ‑ current € 251 € 256 € 1,149 Current restricted cash Escrow account < 1 year 1,692 1,692 786 Total restricted cash € 1,943 € 1,948 € 1,935 On December 31, 2018, the Company had a total amount of €1.9 million of restricted cash. This amount is split as follows: · A non‑current part for an amount of €0.3 million mainly relating to a deposit guarantee paid under the lease agreement for the laboratory and offices of the Company. · A current part for an amount of €1.7 million relating to an escrow account opened under an agreement with a third party involved in the collaboration with AbbVie. This escrow account will be released to the Company or to the third party under certain conditions after the completion of the work plan of the related collaboration agreement with AbbVie. 4.5 Trade and other receivables The trade and other receivables are composed of receivables which are detailed below: Year Ended December 31, (in thousands of €) 2018 2017 2016 VAT receivable € 496 € 317 € 278 Trade receivables 214 845 1,118 Other receivables 455 750 — Interest receivable 556 — 6 VLAIO grant receivable 1,165 930 568 € 2,886 € 2,842 € 1,970 The nominal amounts of all trade and other receivables approximate their respective fair values. The VAT receivable relates to VAT amounts to be recovered in the first quarter of 2019. Trade receivables correspond to amounts invoiced to the collaborators or strategic allies of the Company. No bad debt allowance was recorded nor were any trade receivables impaired on December 31, 2018 and December 31, 2017. The Flanders Innovation and Entrepreneurship Agency grant to receive consists of earned income from government grants for which no payments have been received but for which the relating expenditures have been incurred. For more information on the Flanders Innovation and Entrepreneurship Agency grants to receive, see note 5.2. 4.6 Current financial assets On December 31, 2018, the current financial assets amounted to €283.5 million compared to €168.9 million on December 31, 2017. These current financial assets relate to financial instruments in the form of money market funds with a recommended investment horizon of 6 months. These funds are highly liquid investments and can be readily converted into a known amount of cash, but because of their historical volatility these funds cannot be classified as cash and cash equivalents. Values recognized on the balance sheet are the fair values, with changes in fair value going through profit and loss. Please also refer to note 6.1 for more information on the financial instruments. 4.7 Cash and cash equivalents Year Ended December 31, (in thousands of €) 2018 2017 2016 Cash equivalents € 217,626 € 25,000 € 54,500 Cash and bank balances 63,414 165,867 35,397 € 281,040 € 190,867 € 89,897 On December 31, 2018, cash and cash equivalents amounted to €281.0 million compared to €190.9 million on December 31, 2017 and included cash equivalents and cash and bank balances held in different banks. Cash positions are invested with preferred financial partners, which are mostly considered to be high quality financial institutions with sound credit ratings. Policies are in place that limit the amount of credit exposure to any one financial institution (see also note 6.4). 4.8 Shareholders’ capital Roll forward of number of shares outstanding: Number of shares outstanding on January 1, 2016 15,802,767 Private placement (Federated Investment) on January 20, 2016 1,480,420 Exercise of options in February 2016 2,200 Exercise of options in March 2016 10,000 Exercise of options in Apil 2016 10,000 Exercise of options in May 2016 33,092 Private placement (Sunflower) on June 1, 2016 2,703,000 Exercise of options in September 2016 70,000 Exercise of options in October 2016 15,000 Number of shares outstanding on December 31, 2016 20,126,479 U.S. initial public offering on Nasdaq on May 17, 2017 5,865,000 Over-allotment option exercised by underwriters on May 19, 2017 879,750 Exercise of options in August 2017 5,000 Exercise of options in September 2017 15,000 Exercise of options in October 2017 1,400 Exercise of options in November 2017 106,782 U.S. second public offering on Nasdaq on December 13, 2017 4,440,000 Over-allotment option exercised by underwriters on December 14, 2017 666,000 Exercise of options in December 2017 75,230 Number of shares outstanding on December 31,2017 32,180,641 Exercise of options in January 2018 111,727 Exercise of options in March 2018 113,075 Exercise of options in April 2018 34,039 Exercise of options in May 2018 5,900 Exercise of options in June 2018 5,393 Exercise of options in July 2018 469 Exercise of options in August 2018 2,300 Exercise of options in September 2018 5,913 U.S. third public offering on Nasdaq on September 18, 2018 3,475,000 Exercise of options in October 2018 556 Exercise of options in November 2018 9,768 Exercise of options in December 2018 30,531 Number of shares outstanding on December 31,2018 35,975,312 New shares issued during 2016 In January 2016, U.S. funds advised by subsidiaries of Federated Investors, Inc. purchased 1,480,420 new shares issued by the Company, and subsequently in June 2016, following a private placement, 2,703,000 additional new shares were issued to institutional investors. 140,292 new shares were also issued in 2016 as a result of the exercise of stock options under the argenx Employee Stock Option Plan. This resulted in a total of 20,126,479 ordinary shares with a nominal value of €0.1 per share on December 31, 2016. At the same date, the authorized unissued share capital of the Company amounted to €4.5 million divided into 45 million ordinary shares. New shares issued during 2017 On May 17, 2017, argenx SE offered 5,865,000 of its ordinary shares through an initial public offering in the United States in the form of ADSs at a price to the public of $17.00 per ADS, before underwriting discounts and commissions and offering expenses. On May 19, 2017, the underwriters of the offering exercised their over-allotment option to purchase 879,750 additional ADSs in full. As a result, argenx SE received €102.1 million of total gross proceeds from the offering, decreased by €9.6 million of underwriter discounts and commissions, and offering expenses, of which €8.9 million has been deducted from equity. The total net cash proceeds from this offering amounted to €92.5 million. On December 14, 2017, argenx SE offered 4,440,000 of its ordinary shares through a public offering in the United States in the form of ADSs at a price to the public of $52.00 per ADS, before underwriting discounts and commissions and offering expenses. On December 15, 2017, the underwriters of the offering exercised their over-allotment option to purchase 666,000 additional ADSs in full. As a result, argenx SE received €225.6 million of gross proceeds from this offering, decreased by €14.3 million of underwriter discounts and commissions, and offering expenses, of which €14.1 million has been deducted from equity. The total net cash proceeds from the Offering amounted to €211.3 million. For both offerings completed in 2017, the ADSs are evidenced by American Depositary Receipts (ADRs), and each ADS represents the right to receive one ordinary share. These ADSs are listed on the NASDAQ Global Select Market under the symbol “ARGX”. 203,412 new shares were also issued in 2017 as a result of the exercise of stock options under the argenx Employee Stock Option Plan. This resulted in a total of 32,180,641 ordinary shares with a nominal value of €0.1 per share on December 31, 2017. The extraordinary general meeting of the Company of November 7, 2017 had authorized the board of directors to issue up to a maximum of 20% of the then outstanding share capital for a period of 18 months, or up to a capital increase of €537,852.60 represented by 5,378,526 shares. The board of directors has issued 5,106,000 shares on the occasion of the U.S. public offering in December 2017 and as of December 31, 2017, the existing authorization covered the issuance of up to 272,526 shares. New shares issued during 2018 On September 18, 2018, argenx SE offered 3,475,000 of its ordinary shares through a public offering in the United States in the form of ADSs at a price to the public of $86.50 per ADS, before underwriting discounts and commissions and offering expenses. As a result, argenx SE received €255.7 million of gross proceeds from this offering, decreased by €14.8 million of underwriter discounts and commissions, and offering expenses, of which €14.7 million has been deducted from equity. The total net cash proceeds from the offering amounted to €240.9 million. As a result of the exercise of options under the argenx Employee Stock Option Plan, 319,671 new shares were created in 2018. This resulted in a total of 35,975,312 ordinary shares, with a nominal value of €0.1 per share, on December 31, 2018. The annual general meeting of the Company on May 8, 2018 had authorized the board of directors to issue up to a maximum of 20% of the then outstanding share capital for a period of 18 months, or up to a capital increase of €648,790 represented by 6,487,896 shares. The board of directors has issued 3,475,000 shares on the occasion of the follow-on U.S. public offering in September 2018, and as of December 31, 2018, the existing authorization covered the issuance of up to 3,012,896 shares. 4.9 Share-based payments The Company has a stock options scheme for the employees of the Company and its subsidiaries. In accordance with the terms of the plan, as approved by shareholders, employees may be granted options to purchase ordinary shares at an exercise price as mentioned below per ordinary share. The Company has granted on June 28, 2018 a total of 178,900 stock options and on December 21, 2018 a total of 861,575 stock options to its employees, Board members and consultants. The total number of stock options outstanding on December 31, 2018 totaled 3,536,651 compared to 2,862,216 on December 31, 2017 and 2,293,636 on December 31, 2016. No stock options were expired in the years ended December 31, 2018, 2017 and 2016. 319,671 stock options have been exercised in the year ended December 31, 2018 compared to 203,412 in the year ended December 31, 2017 and 140,292 in the year ended December 31, 2016. A total of 46,369 stock options have been forfeited in the year ended December 31, 2018 compared to 2,369 in the year ended December 31, 2017 and 31,174 in the year ended December 31, 2016. The stock options are granted to employees, consultants or directors of the Company and its subsidiaries. The stock options have been granted free of charge. Each employee’s stock option converts into one ordinary share of the Company upon exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. The stock options granted vest, in principle, as follows: · 1/3rd of the stock options granted will vest on the first anniversary of the granting of the stock options, and · 1/24th of the remaining 2/3rd of the stock options granted will vest on the last day of each of the 24 months following the month of the first anniversary of the granting of the stock options. No other conditions are attached to the stock options. The following share-based payment arrangements were in existence during the current and prior years and which are exercisable at the end of each period presented: Exercise price Outstanding per stock stock options on options December 31, Expiry date (in €) 2018 2017 2016 2020 € 3.95 18,200 36,960 112,738 2021 3.95 — 2,850 3,800 2023 2.44 294,400 314,593 360,787 2024 2.44 117,733 135,890 169,926 2024 3.95 6,895 15,692 55,746 2024 7.17 407,061 516,100 522,500 2024 2.44 26,970 83,820 83,820 2025 11.44 39,000 39,000 39,000 2025 10.34 3,000 3,000 3,000 2025 9.47 226,323 235,514 235,733 2026 11.38 50,415 60,000 60,000 2026 11.47 257,616 282,310 283,360 2026 14.13 315,102 362,126 363,226 2027 18.41 114,019 120,536 — 2027 21.17 628,292 653,825 — 2023 80.82 94,600 — — 2028 80.82 75,450 — — 2023/2028 (1) € 86.32 861,575 — — 3,536,651 2,862,216 2,293,636 (1) On December 21, 2018, the Company granted options for which the beneficiaries had a 60-day period to choose between a contractual term of five or ten years. 2018 2017 2016 Number of Weighted average Number of Weighted average Number of Weighted average stock options exercise price stock options exercise price stock options exercise price Outstanding at January 1 2,862,216 € 11.54 2,293,636 € 7.72 1,752,926 € 5.37 Granted 1,040,475 85.37 774,361 20.74 712,176 12.82 Exercised (319,671) 7.02 (203,412) 3.46 (140,292) 3.52 Forfeited (46,369) 30.44 (2,369) 12.52 (31,174) 10.90 Outstanding at December 31, 3,536,651 33.42 2,862,216 11.54 2,293,636 7.72 Exercisable at December 31, 1,859,315 € 9.62 1,598,829 € 6.80 1,257,091 € 4.68 The weighted average remaining contractual life of the stock options outstanding amounted to 7.82 years on December 31, 2018 compared to 8.03 years on December 31, 2017 and 8.09 years on December 31, 2016. The table below shows the weighted average remaining contractual life for each range of exercise price: Weighted average remaining Outstanding on contractual life Exercise price (in €) December 31,2018 (in years) 2.44-3.95 464,198 4.83 7.17-9.47 633,384 6.32 10.34-14.13 665,133 7.61 18.41-21.17 742,311 8.88 80.82-86.32 1,031,625 9.44 The fair market value of the stock options has been determined based on the Black and Scholes model. The expected volatility in the model is based on the historical volatility of peer companies and historical volatility of the Company since its initial public offering. Below is an overview of the parameters used in relation to the grants during 2018: Stock options granted in June 2018 Dec 2018 Number of options granted 178,900 861,575 Average fair value of options (in EUR) € 32.12 € 44.49 Share price (in EUR) € 72.00 € 82.20 Exercise price (in EUR) € 80.82 € 86.32 Expected volatility 45.5 % 46.2 % Average expected option life (in years) (1) 7.36 10 Risk ‑ free interest rate 0.72 % 0.77 % Expected dividends — % — % (1) On December 21, 2018, the Company granted a total of 861,575 stock options. The beneficiary can choose between a contractual term of five or ten years. The average expected option life is currently estimated at ten years. This estimate will be reassessed once the acceptance period of 60 days has passed and the beneficiaries will have made a choice between a contractual term of five or ten years. The total fair value of the grant would range from €27.7 million (100% of the stock options at an expected option life of five years) to €38.3 million (100% of the stock options at an expected option life of ten years). Below is an overview of the parameters used in relation to the grants during 2017: Stock options granted in June 2017 Dec 2017 Number of options granted 120,536 653,825 Average fair value of options (in EUR) € 7.90 € 37.10 Share price (in EUR) € 17.76 € 53.50 Exercise price (in EUR) € 18.41 € 21.17 Expected volatility 36.6 % 36.1 % Average expected option life (in years) 10 10 Risk‑free interest rate 0.61 % 0.53 % Expected dividends — % — % Below in an overview of the parameter used in relation to the grants during 2016: Stock options granted in May 2016 June 2016 Dec 2016 Number of options granted 288,950 60,000 363,226 Average fair value of options (in EUR) € 5.32 € 5.46 € 7.25 Share price (in EUR) € 11.10 € 11.36 € 14.96 Exercise price (in EUR) € 11.47 € 11.38 € 14.13 Expected volatility 40.2 % 39.6 % 38.0 % Average expected option life (in years) 10 10 10 Risk‑free interest rate 0.52 % 0.46 % 0.67 % Expected dividends — % — % — % The total share-based payment expense recognized in the consolidated statement of comprehensive income totaled €19.2 million for the year ended December 31, 2018, compared to €4.3 million for the year ended December 31, 2017 and €2.3 million for the year ended December 31, 2016. 4.10 Defined benefit plans Our personnel in Belgium participated in a defined contribution plan (extra-legal pension). The Belgian defined contribution pension plans were by law subject to minimum guaranteed rates of return, 3.25% on employer contributions and 3.75% on employee contributions. These rates, which apply as an average over the entire career, may be modified by Royal Decree. Therefore, those plans were basically accounted for as defined contribution plans. As a consequence of the law of December 18, 2015, minimum returns were guaranteed by the employer as follows: (a) for the contributions paid as from January 1, 2016, a new variable minimum return based on OLO rates, with a minimum of 1.75% and a maximum of 3.75%. In review of the low rates of the OLO in the last years, the return has been initially set to 1.75%; (b) for the contributions paid until end of December 2015, the previously applied legal returns as mentioned above, continue to apply until the leaving of the employees. In view of the minimum returns guarantees, the Belgian defined contribution plans classify as defined benefit plans as from end December 2015. As at December 31, 2016, a net liability of €1 thousand was recognized in the balance sheet as the minimum rates of return to be guaranteed by the employer were closely matched by the rates of return guaranteed by the insurer. As at December 31, 2017 and 2018, a net defined benefit obligation of respectively €25 thousand and €7 thousand was recorded. The amounts recognized in the balance sheet are as follows: (in thousands of €) 2018 2017 2016 Defined benefit obligation € 1,277 € 1,007 € 670 Fair value of plan assets 1,270 982 669 Deficit / surplus (−) of funded obligations 7 25 1 Net liability (asset) € 7 € 25 € 1 The movement in the defined benefit obligation, plan assets, net liability and asset over the year is as follows: (in thousands of €) 2018 2017 2016 Defined benefit obligation at January 1 € 1,007 € 670 € 486 Service cost 336 352 113 Interest expense 15 11 6 Contributions by plan participants (116) (148) (64) Actuarial gains (-) / losses (+) 35 124 131 Benefits paid / transfers out — (2) (2) Defined benefit obligation at December 31 € 1,277 € 1,007 € 670 (in thousands of €) 2018 2017 2016 Fair value of plan assets at January 1 € 982 € 669 € 486 Interest income 16 10 7 Administrative costs & taxes (32) (46) (19) Contributions by company & participants 328 423 176 Contributions by plan participants (116) (148) (64) Actuarial gains (+) / losses (-) 92 76 85 Benefits paid / transfers out — (2) (2) Fair value of plan assets at December 31 € 1,270 € 982 € 669 In the income statement, current service cost and interest expense or income are included in the operating loss. The Company’s estimated employer contributions for 2018 amount to €0.2 million compared to €0.3 million in 2017 and €0.1 million in 2016. Plan assets on December 31, 2018, 2017 and 2016 consisted fully of insurance contracts and did not include direct positions in the Company’s shares or bonds, nor do they include any property used by the Company. As the insurance contracts match the benefits payable by the plan, the plan assets correspond to the present value of the related obligations. The principal actuarial assumption on the balance sheet date (weighted averages based on outstanding defined benefit obligation) was: Actuarial assumption 2018 2017 2016 Discount rate 1.3 % 1.3 % 1.3 % The weighted average duration of the benefit obligations equals 18 years. Sensitivity analyses show the following effects: Sensitivity analysis Change in Impact on defined ‑ (in thousands of €) assumption benefit obligation % Discount rate -1.00 % Increase by 198.1 15.51 % Discount rate 1.00 % Decrease by 57.1 (4.47) % The above analyses were done on a mutually exclusive basis, and holding all other assumptions constant. Through its defined benefit plan, the Company is exposed to a number of risks, the most significant of which are detailed below: Asset volatility The plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if plan assets underperform this yield, this will create a deficit. Changes in bond yields A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plan’s bond holdings. Salary risk The majority of the plan’s benefit obligations are calculated by reference to the future salaries of plan members. As such, a salary increase of plan members higher than expected will lead to higher liabilities. Longevity risk Belgian pension plans provide for lump sum payments upon retirement. As such there is limited or no longevity risk. The weighted average age of the plan participants equals 43.8 years on December 31, 2018, compared to 46 years on December 31, 2017 and 48 years on December 31, 2016. 4.11 Trade and other payables Year Ended December 31, (in thousands of €) 2018 2017 2016 Trade payables € 6,007 € 4,395 € 4,385 Accruals for invoices to be received 18,145 4,046 5,444 Short‑term employee benefits 12,920 6,844 2,362 € 37,072 € 15,285 € 12,191 Trade payables correspond primarily to clinical and manufacturing activities. The fair value of trade payables approximates their carrying amount. The accruals for invoices to be received amount to €18.1 million for the year ended December 31, 2018 and relate to invoices to be received from clinical manufacturing organizations for the manufacturing of drug products to be used in clinical trials and from clinical research. Short‑term employee benefits include payables and accruals for salaries and bonuses to be paid to the employees of the Company. 4.12 Current tax liability The current tax liability amounts to €0.8 million for the year ended December 31, 2018 and corresponds primarily to the tax payable on the result of argenx SE and on the result of argenx US, Inc. in view of the transfer price agreements set up between argenx BVBA and argenx US, Inc. As part of its business restructuring, the Company transferred the legal ownership of its intellectual property rights from the Dutch argenx SE to its wholly owned Belgian subsidiary, argenx BVBA effective as of January 1, 2017. There is a tax ruling pending in Belgium, and if approved as currently proposed, the restructuring will result in additional tax deductible costs for argenx BVBA of €79.9 million. The Company cannot assure that it will obtain the tax ruling from the Belgian tax authorities, and it may not be allowed to treat the aforementioned amount as a tax deductible cost in the Belgian subsidiary. 4.13 Deferred revenue Deferred revenue relates to cash received from collaboration and strategic alliances prior to completion of the earnings process. On December 31, 2018, current and non-current deferred revenue amounted to €2.2 million compared to €10.1 million at the same date in 2017, and included €2.0 million related to the upfront and milestone payments received from AbbVie in 2018, 2017 and 2016, and €0.2 million related to the upfront and milestone payments received from LEO Pharma in 2018, 2017 and 2016. These payments are recognized as revenue over the estimated duration of the Company’s involvement in the research and development programs provided for under the terms of the agreements. |