Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered
by the annual report:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is
an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
This Annual Report on Form 20-F is incorporated by reference into our Registration Statements on Form S-8 File Nos. 333-166590, 333-182279 and
333-195232
Item 1
|
Identity of Directors, Senior Management and Advisers
|
Not applicable.
Item 2
|
Offer Statistics and Expected Timetable
|
Not applicable.
The
following selected consolidated financial data of Trinity Biotech as at December 31, 2016 and 2015 and for each of the years ended December 31, 2016, 2015 and 2014 have been derived from, and should be read in conjunction with, the audited
consolidated financial statements and notes thereto set forth in Item 18 of this Annual Report. The selected consolidated financial data as at December 31, 2014, 2013 and 2012 and for the years ended December 31, 2013 and December 31,
2012 are derived from the audited consolidated financial statements not appearing in this Annual Report. This data should be read in conjunction with the financial statements, related notes and other financial information included elsewhere herein.
1
CONSOLIDATED STATEMENT OF OPERATIONS DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31,
|
|
|
|
2016
US$000
|
|
|
2015
US$000
|
|
|
2014
US$000
|
|
|
2013
US$000
|
|
|
2012
US$000
|
|
Revenues
|
|
|
99,611
|
|
|
|
100,195
|
|
|
|
104,872
|
|
|
|
91,216
|
|
|
|
82,510
|
|
Cost of sales
|
|
|
(56,127
|
)
|
|
|
(53,683
|
)
|
|
|
(55,496
|
)
|
|
|
(45,996
|
)
|
|
|
(40,257
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
43,484
|
|
|
|
46,512
|
|
|
|
49,376
|
|
|
|
45,220
|
|
|
|
42,253
|
|
Other operating income
|
|
|
239
|
|
|
|
288
|
|
|
|
424
|
|
|
|
532
|
|
|
|
468
|
|
Research and development expenses
|
|
|
(5,040
|
)
|
|
|
(5,069
|
)
|
|
|
(4,291
|
)
|
|
|
(3,691
|
)
|
|
|
(3,130
|
)
|
Selling, general and administrative expenses
|
|
|
(30,366
|
)
|
|
|
(28,225
|
)
|
|
|
(30,071
|
)
|
|
|
(33,066
|
)
|
|
|
(22,425
|
)
|
Selling, general and administrative expenses - impairment charges and inventory
write-off/provision
|
|
|
(48,165
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)/profit
|
|
|
(39,848
|
)
|
|
|
13,506
|
|
|
|
15,438
|
|
|
|
8,995
|
|
|
|
17,166
|
|
Financial income
|
|
|
3,147
|
|
|
|
13,491
|
|
|
|
97
|
|
|
|
1,276
|
|
|
|
2,280
|
|
Financial expenses
|
|
|
(5,439
|
)
|
|
|
(4,054
|
)
|
|
|
(132
|
)
|
|
|
(51
|
)
|
|
|
(88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net financing income
|
|
|
(2,292
|
)
|
|
|
9,437
|
|
|
|
(35
|
)
|
|
|
1,225
|
|
|
|
2,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit before tax
|
|
|
(42,140
|
)
|
|
|
22,943
|
|
|
|
15,403
|
|
|
|
10,220
|
|
|
|
19,358
|
|
Income tax Credit/(expense)
|
|
|
3,557
|
|
|
|
(756
|
)
|
|
|
(479
|
)
|
|
|
(574
|
)
|
|
|
(2,017
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit for the year
|
|
|
(38,583
|
)
|
|
|
22,187
|
|
|
|
14,924
|
|
|
|
9,646
|
|
|
|
17,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss/(Profit) for the year on discontinued operations
|
|
|
(62,042
|
)
|
|
|
(391
|
)
|
|
|
2,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit for the year (all attributable to owners of the parent)
|
|
|
(100,625
|
)
|
|
|
21,796
|
|
|
|
17,214
|
|
|
|
9,646
|
|
|
|
17,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic (loss)/earnings per ADS (US Dollars)
|
|
|
(4.38
|
)
|
|
|
0.94
|
|
|
|
0.76
|
|
|
|
0.44
|
|
|
|
0.81
|
|
Diluted earnings per ADS (US Dollars)
|
|
|
(4.38
|
)
|
|
|
0.46
|
|
|
|
0.73
|
|
|
|
0.41
|
|
|
|
0.77
|
|
Basic (loss)/earnings per A ordinary share (US Dollars)
|
|
|
(1.10
|
)
|
|
|
0.24
|
|
|
|
0.19
|
|
|
|
0.11
|
|
|
|
0.20
|
|
Diluted (loss)/earnings per A ordinary share (US Dollars)
|
|
|
(1.10
|
)
|
|
|
0.12
|
|
|
|
0.18
|
|
|
|
0.10
|
|
|
|
0.19
|
|
Weighted average number of shares used in computing basic EPS per ADS
|
|
|
22,964,703
|
|
|
|
23,161,773
|
|
|
|
22,749,726
|
|
|
|
21,936,647
|
|
|
|
21,418,821
|
|
Weighted average number of shares used in computing diluted EPS per ADS
|
|
|
28,299,399
|
|
|
|
27,407,793
|
|
|
|
23,717,747
|
|
|
|
23,428,175
|
|
|
|
22,443,404
|
|
Weighted average number of shares used in computing basic EPS per A ordinary share
|
|
|
91,858,813
|
|
|
|
92,647,091
|
|
|
|
90,998,904
|
|
|
|
87,746,588
|
|
|
|
85,675,284
|
|
Weighted average number of shares used in computing diluted EPS per A ordinary share
|
|
|
113,197,598
|
|
|
|
109,631,172
|
|
|
|
94,870,988
|
|
|
|
93,712,698
|
|
|
|
89,773,616
|
|
2
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
US$000
|
|
|
December 31,
2015
US$000
|
|
|
December 31,
2014
US$000
|
|
|
December 31,
2013
US$000
|
|
|
December 31,
2012
US$000
|
|
Net current assets (current assets less current liabilities)
|
|
|
108,208
|
|
|
|
143,085
|
|
|
|
46,888
|
|
|
|
55,766
|
|
|
|
97,531
|
|
Non-current
liabilities
|
|
|
(115,585
|
)
|
|
|
(129,646
|
)
|
|
|
(23,809
|
)
|
|
|
(22,499
|
)
|
|
|
(15,061
|
)
|
Total assets
|
|
|
249,592
|
|
|
|
363,683
|
|
|
|
242,838
|
|
|
|
226,486
|
|
|
|
197,407
|
|
Capital stock
|
|
|
1,213
|
|
|
|
1,209
|
|
|
|
1,192
|
|
|
|
1,170
|
|
|
|
1,134
|
|
Shareholders equity
|
|
|
108,727
|
|
|
|
213,892
|
|
|
|
196,972
|
|
|
|
183,011
|
|
|
|
169,380
|
|
There were no dividends declared in respect of the fiscal year 2015 (a final dividend of 22 cents per ADS was paid in
2015 in respect of the fiscal year 2014, 22 cents per ADS paid in 2014 in respect of the fiscal year 2013, 20 cents per ADS paid in 2013 in respect of the fiscal year 2012 and 15 cents per ADS paid in 2012 in respect of the fiscal year 2011).
3
Risk Factors
You should carefully consider all of the information set forth in this Form
20-F,
including the following risk factors, when investing in our securities. The risks
described below are not the only ones that we face. Additional risks not currently known to us or that we presently deem immaterial may also impair our business operations. We could be materially adversely affected by any of these risks.
Risks Related to our Business
Our
long-term success depends upon the successful development and commercialization of new products.
|
|
Our long-term viability and growth will depend upon the successful discovery, development and commercialization of other products from our research and
development (R&D) activities. In order to remain competitive, we are committed to significant expenditures on R&D and the commercialization of new or enhanced products. The R&D process generally takes a significant amount of
time from product inception to commercial launch. However, there is no certainty that this investment in research and development will yield technically feasible or commercially viable products. We may have to abandon a new or enhanced product or a
product during its development phase in which we have invested substantial time and money. During the fiscal years ended December 31, 2016, 2015 and 2014, we incurred US$17.4 million, US$19.7 million and US$20.3 million,
respectively, in capitalized R&D expenses. We expect to continue to incur significant costs related to our research and development activities.
|
|
|
Successful products require significant development and investment, including testing to demonstrate their performance capabilities, cost-effectiveness
or other benefits prior to commercialization. In addition, unless exempt, regulatory clearance or approval must be obtained before our medical device products may be sold. Additional development efforts on these products may be required before we
are ready to submit applications for marketing authorisation to any regulatory authority. Regulatory authorities may not clear or approve these products for commercial sale or may substantially delay or condition clearance or approval. In addition,
even if a product is successfully developed and all applicable regulatory clearances or approvals are obtained, there may be little or no market for the product. Accordingly, if we fail to develop and gain commercial acceptance for our products, or
if we have to abandon a new product during its development phase, or if competitors develop more effective products or a greater number of successful new products, customers may decide to use products developed by our competitors. This would result
in a loss of revenues and adversely affect our results of operations, cash flow and business.
|
|
|
Our future growth in the United States is dependent in part on Food and Drug Administration (FDA) clearance of products. If FDA clearance
is delayed or not achieved for these products, it could have a material impact on the future growth of our business. Similarly, future growth outside of USA is dependent on clearance of products by the relevant regulatory authorities in those
countries.
|
Our ability to sell products could be adversely affected by competition from new and existing diagnostic
products.
|
|
We have invested in research and development but there can be no guarantees that our R&D programmes will not be rendered technologically obsolete
or financially
non-viable
by the technological advances of our competitors, which would also adversely affect our existing product lines and inventory. The main competitors of Trinity Biotech (and their
principal products with which Trinity Biotech competes) include: Abbott Diagnostics (AxSYM, IMx,
i-STAT
®
, Determine, Wampole, Athena, Biosite Triag
®
), Arkray
(HA-8180),
Bio-Rad
(Bioplex, Variant II, Turbo and D10), Diasorin Inc. (Liasion, ETIMAX), Johnson & Johnson Ortho Clinical Diagnostics (Vitros), OraSure Technologies, Inc. (OraQuick
®
), Roche Diagnostics (COBAS AMPLICOR, Ampliscreen, Accutrend, Tina Quant), Siemens
Beckman Coulter
(Uni-Cel),
Siemens Dade-Behring (BEP 2000,
Enzygnost
®
), Siemens Bayer (Centaur), Siemens DPC (Immulite), Thermo Fisher
(Konelab) and Tosoh (G8).
|
|
|
The diagnostics industry is focused on the testing of biological specimens in a laboratory or at the
point-of-care
and is highly competitive and rapidly changing. As new products enter the market, our products may become obsolete or a competitors products may be more effective or more effectively
marketed and sold than ours. If we fail to maintain and enhance our competitive position, our customers may decide to use products developed by competitors which could result in a loss of revenues.
|
4
|
|
We may in certain instances also face competition from products that are sold at a lower price. Where this occurs, customers may choose to buy lower
cost products from third parties or we may be forced to sell our products at a lower price, both of which could result in a loss of revenues or a lower gross margin contribution from the sale of our products. We may also be required to increase our
marketing efforts in order to compete effectively, which would increase our costs.
|
|
|
Our tests compete with products made by our competitors. Multiple competitors are making investments in competing technologies and products, and a
number of our competitors may have a competitive advantage because of their greater financial, technical, research and other resources. Some competitors offer broader product lines and may have greater market presence or name recognition than we
have. If we receive FDA clearance, and in order to achieve market acceptance, we and/or our distributors will likely be required to undertake substantial marketing efforts and spend significant funds to inform potential customers and the public of
the existence and perceived benefits of our products. Our marketing efforts for these products may not be successful. As such, there can be no assurance that these products will obtain significant market acceptance and fill the market needs that are
perceived to exist on a timely basis, or at all.
|
If we fail to maintain regulatory approvals and clearances, or are
unable to obtain, or experience significant delays in obtaining, regulatory clearances or approvals for our future products or product enhancements, our ability to commercially distribute and market these products could suffer.
|
|
Our medical device products and operations are subject to rigorous government regulation in the United States by the FDA, and numerous other federal,
state and foreign governmental authorities, as well as and by comparable regulatory authorities in other jurisdictions such as the Health Products Regulatory Authority (HPRA) in Ireland and the Medicines and Healthcare products
Regulatory Agency (MHRA) in the UK . In particular, we are subject to strict governmental controls on the development, manufacture, labelling, storage, testing, advertising, promotion, marketing, distribution and import and export of our
products. In addition, we or our distributors are often required to register with and/or obtain clearances or approvals from foreign governments or regulatory bodies before we can import and sell our products in foreign countries. The clearance and
approval process for our products, while variable across countries, is generally lengthy, time consuming, detailed and expensive.
|
|
|
The process of obtaining regulatory clearances or approvals to market a medical device can be costly and time consuming, and we may not be able to
obtain these clearances or approvals on a timely basis, if at all. In particular, the FDA permits commercial distribution of a new medical device only after the device has received clearance under Section 510(k) of the Federal Food, Drug, and
Cosmetic Act (FDCA), or is the subject of an approved premarket approval application (PMA) unless the device is specifically exempt from those requirements. The FDA will clear marketing of a lower risk medical device through
the 510(k) process if the manufacturer demonstrates that the new product is substantially equivalent to other 510(k)-cleared products. High risk devices deemed to pose the greatest risk, such as life-sustaining, life-supporting, or implantable
devices, or devices not deemed substantially equivalent to a previously cleared device, require the approval of a PMA.
|
The PMA process is more costly, lengthy and uncertain than the 510(k) clearance process. A PMA application must be supported by extensive data, including, but not limited to, technical, preclinical,
clinical trial, manufacturing and labeling data, to demonstrate to the FDAs satisfaction the safety and efficacy of the device for its intended use. The 510(k) clearance process usually takes from three to 12 months, but it can take longer.
The process of obtaining PMA approval is much more costly and uncertain than the 510(k) clearance process. It generally takes from one to three years, or even longer, from the time the PMA application is submitted to the FDA, until an approval is
obtained. There is no assurance that we will be able to obtain FDA clearance or approval for any of our new products on a timely basis, or at all.
|
|
In the United States, the majority of our currently commercialized products have received
pre-market
clearance
under Section 510(k) of the FDCA. If the FDA requires us to go through a lengthier, more rigorous examination for future products or modifications to existing products than we had expected, our product introductions or modifications could be delayed
or cancelled, which could cause our sales to decline. In addition, the FDA may determine that future products will require the more costly, lengthy and uncertain PMA process. Although we currently market only one device pursuant to an approved PMA,
the FDA may demand that we obtain a PMA prior to marketing certain of our future products.
|
5
|
|
The FDA can delay, limit or deny clearance or approval of a device for many reasons, including:
|
|
|
|
our ability to demonstrate to the FDAs satisfaction that our products are safe and effective for their intended users;
|
|
|
|
insufficient data from our
pre-clinical
studies and clinical trials to support clearance or approval, where
required; and
|
|
|
|
the failure of the manufacturing process or facilities we use to meet applicable requirements.
|
|
|
In addition, the FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take other actions
which may prevent or delay approval or clearance of our products under development or impact our ability to modify our currently cleared products on a timely basis. For example, in response to industry and healthcare provider concerns regarding the
predictability, consistency and rigor of the 510(k) regulatory pathway, the FDA initiated an evaluation of the program, and in January 2011, announced several proposed actions intended to reform the review process governing the clearance of medical
devices. FDAs review of its 510(k) clearance process could result in additional changes to regulatory requirements or guidance documents which could increase the costs of compliance, or restrict our ability to maintain current clearances. In
addition, as part of the Food and Drug Administration Safety and Innovation Act (FDASIA), Congress reauthorised the Medical Device User Fee Amendments with various FDA performance goal commitments and enacted several Medical Device
Regulatory Improvements and miscellaneous reforms which are further intended to clarify and improve medical device regulation both
pre-
and post-clearance and approval.
|
|
|
Our continued success is dependent on our ability to develop and market new products, some of which are currently awaiting clearance or approval from
the applicable regulatory authorities. There is no certainty that such clearance or approval will be granted or, even once granted, will not be revoked during the continuing review and monitoring process. Further, regulatory authorities, including
the FDA, may not approve or clear our future products for the indications that are necessary or desirable for successful commercialization. A regulatory authority may impose requirements as a condition to granting a marketing authorisation, may
include significant restrictions or limitations as part of a marketing authorisation it grants and may delay or refuse to authorise a product for marketing, even though a product has been authorised for marketing without restrictions or limitations
in another country or by another agency. Failure to receive clearance or approval for our new products, or commercially undesirable limitations on our clearances or approvals, would have an adverse effect on our ability to expand our business.
|
Clinical trials necessary to support future premarket submissions will be expensive and will require enrollment of
suitable patients who may be difficult to identify and recruit. Delays or failures in our clinical trials will prevent us from commercializing any modified or new products and will adversely affect our business, operating results and prospects.
|
|
Initiating and completing clinical trials necessary to support approval of future products under development, is time consuming and expensive and the
outcome uncertain. Moreover, the results of early clinical trials are not necessarily predictive of future results, and any product we advance into clinical trials may not have favorable results in later clinical trials.
|
|
|
Conducting successful clinical studies will require the enrollment of patients who may be difficult to identify and recruit. Patient enrollment in
clinical trials and completion of patient participation and
follow-up
depends on many factors, including the size of the patient population, the nature of the trial protocol, and the availability of
appropriate clinical trial investigators. Patients may not participate in our clinical trials if they choose to participate in contemporaneous clinical trials of competitive products.
|
|
|
Development of sufficient and appropriate clinical protocols to demonstrate safety and efficacy are required and we may not adequately develop such
protocols to support clearance and approval. Further, the FDA may require us to submit data on a greater number of patients than we originally anticipated and/or for a longer
follow-up
period or change the
data collection requirements or data analysis applicable to our clinical trials. Any challenges to patient enrollment may cause an increase in costs and delays in the approval and attempted commercialization of our products or result in the failure
of the clinical trial. In addition, despite considerable time and expense invested in our clinical trials, FDA may not consider our data adequate to demonstrate safety and efficacy. Such increased costs and delays or failures could adversely affect
our business, operating results and prospects.
|
6
|
|
Our facility and our clinical investigational sites operate under procedures that govern the conduct and management of
FDA-regulated
clinical studies under 21 CFR Parts 50, 56 and 812, and Good Clinical Practices. Although the majority of our
in-vitro
diagnostic (IVD)
clinical studies meet the definition of exempted investigations under 21 Part 812 and are exempt from the Investigational Device Exemption (IDE) regulations in 21 CFR Part 812, we are still required to meet the requirements of 21 CFR
Parts 50 and 56 for informed consent and Institutional Review Board (IRB) approval. FDA may conduct Bioresearch Monitoring (BiMo) inspections of us and/or our clinical sites to assess compliance with FDA regulations, our
procedures, and the clinical protocol. If the FDA were to find that we or our clinical investigators are not operating in compliance with applicable regulations, we could be subject to the above FDA enforcement action as well as refusal to accept
all or part of our data in support of a 510(k) or PMA and/or we may need to conduct additional studies.
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If the third
parties on which we rely to conduct our
pre-clinical
studies and clinical trials and to assist us with
pre-clinical
development do not perform as contractually required
or expected, we may not be able to obtain regulatory approval for or commercialize our products.
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We may not have the ability to independently conduct our
pre-clinical
studies and clinical trials for our
products and we may rely on third parties, such as contract research organizations, medical institutions, clinical investigators and contract laboratories to conduct such trials. If these third parties do not successfully carry out their contractual
duties or regulatory obligations or meet expected deadlines, if these third parties need to be replaced, or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to our
pre-clinical
or clinical protocols or regulatory requirements or for other reasons, our
pre-clinical
development activities or clinical trials may be extended, delayed,
suspended or terminated, and we may not be able to obtain regulatory approval for, or successfully commercialize, our products on a timely basis, if at all, and our business, operating results and prospects may be adversely affected. Furthermore,
our third-party clinical trial investigators may be delayed in conducting our clinical trials for reasons outside of their control.
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The results of our clinical trials may not support our product candidate claims.
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Even if our clinical trials are completed as planned, we cannot be certain that their results will support our product candidate claims or that the FDA
or foreign authorities will agree with our conclusions regarding them. The clinical trial process may fail to demonstrate that our product candidates are safe and effective for the proposed indicated uses, which could cause us to abandon a product
candidate and may delay development of others. Any delay or termination of our clinical trials will delay the filing of our product submissions and, ultimately, our ability to commercialize our product candidates and generate revenues.
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Failure to comply with FDA or other regulatory requirements may require us to suspend production of our products or
institute a recall which could result in higher costs and a loss of revenues.
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Even after we obtain clearance or approval for our medical devices, we are still subject to ongoing and extensive post market regulatory requirements.
Regulation by the FDA and other federal, state and foreign regulatory agencies, such as the HPRA in E.U., impacts many aspects of our operations, and the operations of our suppliers and distributors, including manufacturing, labeling, packaging,
adverse event reporting, storage, advertising, promotion, marketing, record keeping, import and export. For example, the manufacture of medical devices must comply with the FDAs Quality System Regulation (QSR), which covers the
methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization, storage and shipping of our products. Our manufacturing facilities and those of our suppliers and distributors are, or can
be, subject to periodic regulatory inspections by the FDA to assess compliance with the QSR and other regulations, and by other comparable foreign regulatory authorities with respect to similar requirements in other jurisdictions. The FDA and
foreign regulatory agencies may require post-marketing testing and surveillance to monitor the performance of approved products or place conditions on any product clearances or approvals that could restrict the commercial applications of those
products. The failure by us or one of our suppliers to comply with applicable statutes and regulations administered by the FDA and other regulatory bodies, or the failure to timely and adequately respond to any adverse inspectional observations or
product safety issues, could result in, among other things, any of the following enforcement actions:
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untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;
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unanticipated expenditures to address or defend such actions;
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customer notifications for repair, replacement, refunds;
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recall, detention or seizure of our products;
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operating restrictions or partial suspension or total shutdown of production;
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refusing or delaying our requests for 510(k) clearance or premarket approval of new products or modified products;
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operating restrictions;
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withdrawing 510(k) clearances on PMA approvals that have already been granted;
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refusal to grant export approval for our products; or
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Other regulatory authorities have similar sanctions in their respective jurisdictions.
If any of these actions were to occur it would harm our reputation and cause our product sales and profitability to suffer and may prevent us from generating revenue. Furthermore, our key component
suppliers may not currently be or may not continue to be in compliance with all applicable regulatory requirements which could result in our failure to produce our products on a timely basis and in the required quantities, if at all.
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Even if regulatory clearance or approval of a product is granted, such clearance or approval may be subject to limitations on the intended uses for
which the product may be marketed and reduce our potential to successfully commercialize the product and generate revenue from the product. If the FDA determines that our promotional materials, labeling, training or other marketing or educational
activities constitute promotion of an unapproved use, it could request that we cease or modify our training or promotional materials or subject us to regulatory enforcement actions. It is also possible that other federal, state or foreign
enforcement authorities might take action if they consider our training or other promotional materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws
prohibiting false claims for reimbursement.
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In addition, we may be required to conduct costly post-market testing and surveillance to monitor the safety or effectiveness of our products, and we
must comply with medical device reporting requirements, including the reporting of adverse events and malfunctions related to our products. Later discovery of previously unknown problems with our products, including unanticipated adverse events or
adverse events of unanticipated severity or frequency, manufacturing problems, or failure to comply with regulatory requirements such as QSR, may result in changes to labeling, restrictions on such products or manufacturing processes, withdrawal of
the products from the market, voluntary or mandatory recalls, a requirement to repair, replace or refund the cost of any medical device we manufacture or distribute, fines, suspension of regulatory approvals, product seizures, injunctions or the
imposition of civil or criminal penalties which would adversely affect our business, operating results and prospects.
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In the ordinary course of business, we must frequently make subjective judgments with respect to compliance with applicable laws and regulations. If
regulators subsequently disagree with the manner in which we have sought to comply with these regulations, we could be subjected to substantial civil and criminal penalties, as well as product recall, seizure or injunction with respect to the sale
of our products. The assessment of any civil and criminal penalties against us could severely impair our reputation within the industry and any limitation on our ability to manufacture and market our products could have a material adverse effect on
our business.
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In addition to the FDA and other regulations described above, laws and regulations in some countries may restrict our ability to sell products in those
countries. While we intend to comply with any applicable restrictions, there is no guarantee we will be successful in these efforts.
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We must also comply with numerous laws relating to such matters as safe working conditions, manufacturing practices, environmental protection, fire
hazard control, disposal of hazardous substances and labour or employment practices. Compliance with these laws or any new or changed laws regulating our business could result in substantial costs. Because of the number and extent of the laws and
regulations affecting our industry, and the number of governmental agencies whose actions could affect our operations, it is impossible to reliably predict the full nature and impact of these requirements. To the extent the costs and procedures
associated with complying with these laws and requirements are substantial or it is determined that we do not comply, our business and results of operations could be adversely affected.
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Our products may in the future be subject to product recalls that could harm our reputation, business
and financial results.
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Manufacturers may, on their own initiative, initiate actions, including a
non-reportable
market withdrawal or a
reportable product recall, for the purpose of correcting a material deficiency, improving device performance, or for other reasons. Additionally, the FDA and similar foreign health or governmental authorities have the authority to require an
involuntary recall of commercialized products in the event of material deficiencies or defects in design, manufacturing or labeling or in the event that a product poses an unacceptable risk to health. In the case of the FDA, the authority to require
a recall must be based on an FDA finding that there is a reasonable probability that a device intended for human use would cause serious, adverse health consequences or death. A government-mandated or voluntary recall by us or one of our
distributors could occur as a result of component failures, manufacturing errors, design or labeling defects or other deficiencies and issues. Recalls of any of our products would divert managerial and financial resources and have an adverse effect
on our financial condition and results of operations. The FDA requires that certain classifications of recalls be reported to FDA within 10 working days after the recall is initiated.
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Companies are required to maintain certain records of post-market actions, even if they determine such actions are not reportable to the FDA. If we
determine that certain actions do not require notification of the FDA, the FDA may disagree with our determinations and require us to report those actions as recalls. A future recall announcement could harm our reputation with customers and
negatively affect our sales. In addition, the FDA could take enforcement action for failing to report the recalls when they were conducted or failing to timely report or initiate a reportable product action. Further, depending on the corrective
action we take to redress a products deficiencies or defects, the FDA may require, or we may decide, that we will need to obtain new approvals or clearances before we may market or distribute the corrected device. Seeking such approvals or
clearances may delay our ability to replace the recalled devices in a timely manner.
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If our products cause or
contribute to a death or a serious injury, or malfunction in certain ways, we will be subject to medical device reporting regulations, which can result in voluntary corrective actions or agency enforcement actions.
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We are also required to comply with the FDAs Medical Device Reporting (MDR), requirements in the United States and comparable
regulations worldwide, such as the HPRA. For example, under the FDAs MDR regulations, we are required to report to the FDA any incident in which our product may have caused or contributed to a death or serious injury or in which our product
malfunctioned and, if the malfunction were to recur, would likely cause or contribute to death or serious injury. In addition, all manufacturers placing medical devices in European Union markets are legally bound to report any serious or potentially
serious incidents involving devices they produce or sell to the Competent Authority in whose jurisdiction the incident occurred.
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Were this to happen to us, the relevant Competent Authority would file an initial report, and there would then be a further inspection or assessment if there are particular issues. This would be carried
out either by the Competent Authority or it could require that Trinity Biotechs Notified Body, carry out the inspection or assessment.
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We have reported MDRs in the past, and we anticipate that in the future it is likely that we may experience events that would require reporting to the
FDA pursuant to the MDR regulations. Any adverse event involving our products could result in future voluntary corrective actions, or agency actions, such as inspection, mandatory recall or other enforcement action.
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Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and
capital, distract management from operating our business, and may harm our reputation and financial results.
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Modifications to our products, if cleared or approved, may require new 510(k) clearances or
pre-market
approvals, or may require us to cease marketing or recall the modified products until clearances or approvals are obtained.
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Any modification to a 510(k)-cleared device in the United States that could significantly affect its safety or effectiveness, or that would constitute
a major change in its intended use, design or manufacture, requires a new 510(k) clearance or, possibly, approval of a PMA. The FDA requires every manufacturer to make this determination in the first instance, but the FDA may review any
manufacturers decision. The FDA may not agree with our decisions regarding whether new clearances or approvals are necessary.
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If the FDA disagrees with our determination and requires us to submit new 510(k)
notifications or PMAs for modifications to previously cleared products for which we conclude that new clearances or approvals are unnecessary, we may be required to cease marketing or to recall the modified product until we obtain clearance or
approval, and we may be subject to significant regulatory fines or penalties. Further, our products could be subject to recall if the FDA determines, for any reason, that our products are not safe or effective. Any recall or FDA requirement that we
seek additional approvals or clearances could result in significant delays, fines, increased costs associated with modification of a product, loss of revenue and potential operating restrictions imposed by the FDA.
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For example, we obtained 510(k) clearance for our Primus Variant System for the separation and quantification of normal and abnormal haemoglobin
species as an aid in the diagnosis of haemoglobinopathies. The sample type used by this system was blood tubes. We subsequently introduced two systems based on the original Primus Variant System and they were named as ultra² GeneSys Variant
System and ultra² Resolution Variant System. The primary focus of the GeneSys was on newborn screening using Dried Blood Spots as the sample type, while the Resolution was intended for confirmatory testing on the adult population using blood
tubes as the sample type. We determined that these modifications to the indications for use were within our existing clearance and did not require the submission of a new 510(k) notification. The FDA stated that the use of Dried Blood Spots was not
part of the original submission and represented a new modified Intended Use. The FDA informed us that it disagreed with our decision not to seek new 510(k) clearances for these modifications, and we have agreed to file new 510(k) notifications to
obtain clearance for these indications. We have filed the 510(k) submission and are awaiting FDA approval. . Although the FDA has informed us that we may continue marketing these products pending clearance of new 510(k) notifications, there is no
guarantee that we will be able to obtain new 510(k) clearances on a timely basis, or at all or that the FDA will not withdraw its authorisation to continue marketing the products pending new 510(k) clearance. If we are not able to obtain new 510(k)
clearances, or if the FDA withdraws its authorisation, we may be required to cease marketing for the currently-marketed indications and remove these products from U.S. commercial distribution.
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Furthermore, the FDAs ongoing review of the 510(k) program may make it more difficult for us to make modifications to any products for which we
obtain clearance, either by imposing more strict requirements on when a manufacturer must submit a new 510(k) notification for a modification to a previously cleared product, or by applying more onerous review criteria to such submissions. For
example, in accordance with FDASIA, the FDA was obligated to prepare a report for Congress on the FDAs approach for determining when a new 510(k) clearance will be required for modifications or changes to a previously cleared device. The FDA
issued this report and indicated that manufacturers should continue to adhere to the FDAs 1997 Guidance on this topic when making a determination as to whether or not a new 510(k) clearance is required for a change or modification to a device.
However, the practical impact of the FDAs continuing scrutiny of the 510(k) program remains unclear.
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We may be
subject to fines, penalties or injunctions if we are determined to be promoting the use of our products for unapproved or
off-label
uses.
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Our promotional materials must comply with FDA and other applicable laws and regulations. We believe that the specific uses for which our products are
marketed fall within the scope of the indications for use that have been cleared or approved by the FDA. However, the FDA could disagree and require us to stop promoting our products for those specific uses until we obtain FDA clearance or approval
for them. In addition, if the FDA determines that our promotional materials constitutes promotion of an unapproved use, it could request that we modify our promotional materials or subject us to regulatory or enforcement actions, including the
issuance of an untitled letter, a warning letter, injunction, seizure, civil fine and criminal penalties.
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It
is also possible that other federal, state or foreign enforcement authorities might take action if they consider our promotional materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other
statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, our reputation could be damaged and adoption of the products would be impaired.
If the FDA were to modify its policy of enforcement discretion with respect to our laboratory developed tests, we could incur substantial costs and delays associated with trying to obtain premarket
clearance or other approvals.
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Although the FDA has statutory authority to assure that medical devices are safe and effective for their intended uses, the FDA has generally exercised
its enforcement discretion and not enforced applicable regulations with respect to laboratory developed tests (LDTs), although reagents, instruments, software or components provided by third parties and used to perform LDTs may be
subject to FDA regulation.
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The FDA defines the term laboratory developed test as an IVD test that is intended for clinical use and designed, manufactured and used within a single laboratory. Until 2014, the FDA
exercised enforcement discretion such that it did not enforce provisions of the Food, Drug, and Cosmetic Act, or FDA Act, with respect to LDTs. In July 2014, due to the increased proliferation of LDTs for complex diagnostic testing and concerns with
several high-risk LDTs related to lack of evidentiary support for claims and erroneous results, the FDA issued guidance that, when finalized, would adopt a risk-based framework that would increase FDA oversight of LDTs. As part of this developing
framework, FDA issued draft guidance in October 2014, informing Congress and manufacturers of LDTs of its intent to collect information from laboratories regarding their current LDTs and newly developed LDTs through a notification process. The FDA
will use this information to classify LDTs and to prioritize enforcement of premarket review requirements for categories of LDTs based on risk, using a public process. Specifically, the FDA plans to use advisory panels to provide recommendations to
the agency on LDT risks, classification and prioritization of enforcement of applicable regulatory requirements on certain categories of LDTs, as appropriate.
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We cannot provide any assurance that FDA regulation, including premarket review, will not be required in the future for any of our LDTs, whether
through additional guidance or regulations issued by the FDA, new enforcement policies adopted by the FDA or new legislation enacted by Congress. It is possible that legislation will be enacted into law, regulations could be promulgated or guidance
could be issued by the FDA which may result in increased regulatory burdens for us to continue to offer our current LDTs or to develop and introduce new LDTs. We cannot predict the timing or content of future legislation enacted, regulations
promulgated or guidance issued regarding LDTs, or how it will affect our business.
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If FDA premarket review, including clearance or approval, is required for our current or future LDTs (either alone or together with sample collection
devices), products or services we may develop, or we decide to voluntarily pursue FDA clearance or approval, we may be forced to stop selling our LDTs while we work to obtain such FDA clearance or approval. Our business would be negatively affected
until such review was completed and clearance to market or approval was obtained. The regulatory process may involve, among other things, successfully completing additional clinical studies and submitting premarket notification or filing a premarket
approval application with the FDA. If premarket review is required by the FDA or if we decide to voluntarily pursue FDA premarket review of our LDTs, there can be no assurance that any tests, products or services we may develop in the future will be
cleared or approved on a timely basis, if at all, nor can there be assurance that labeling claims will be consistent with our current claims or adequate to support continued adoption of for our LDTs. If our LDTs are allowed to remain on the market
but there is uncertainty in the marketplace about our tests, if we are required by the FDA to label them investigational and we cannot offer the LDTs for diagnostic purposes, or if labeling claims the FDA allows us to make are limited, orders may
decline.
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Ongoing compliance with FDA regulations would increase the cost of conducting our business, and subject us to heightened regulation by the FDA and
penalties for failure to comply with these requirements.
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We are also subject to various federal and state laws
targeting fraud and abuse in the healthcare industry.
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If we fail to comply with federal and state health care laws, including fraud and abuse, false claims, physician payment transparency and privacy and
security laws, we could face substantial penalties and our business, operations and financial condition could be adversely affected. We are subject to anti-kickback laws, self-referral laws, false claims laws, and laws constraining the sales,
marketing and other promotional activities of manufacturers of medical devices by limiting the kinds of financial arrangements we may enter into with physicians, hospitals, laboratories and other potential purchasers of our products. The laws that
may affect our ability to operate include, but are not limited to:
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the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and wilfully soliciting, receiving, offering or paying
remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as
the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it to have committed a violation; in addition, the government may assert that a claim
including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;
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the Physician Self-Referral Law, also known as the Stark Law, which provides for strict liability for referrals by physicians to entities
with which they or their immediate family members have a financial arrangement for certain designated health services, including clinical laboratory services provided by our CLIA-certified laboratory owned and operated by Immco Diagnostics
Inc
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, that are reimbursable by federal healthcare programs, unless an exception applies. Penalties for violating the Stark Law include denial of payment, civil monetary penalties of up to fifteen thousand dollars per claim submitted, and
exclusion from federal health care programs, as well as a penalty of up to
one-hundred
thousand dollars for attempts to circumvent the law;
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federal false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for
payment from Medicare, Medicaid or other federal third-party payors that are false or fraudulent. Suits filed under the False Claims Act, known as qui tam actions, can be brought by any individual on behalf of the government and such
individuals, commonly known as whistleblowers, may share in any amounts paid by the entity to the government in fines or settlement. When an entity is determined to have violated the False Claims Act, it may be required to pay up to
three times the actual damages sustained by the government, plus civil penalties for each separate false claim;
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the federal Civil Monetary Penalties Law, which prohibits, among other things, offering or transferring remuneration to a federal healthcare
beneficiary that a person knows or should know is likely to influence the beneficiarys decision to order or receive items or services reimbursable by the government from a particular provider or supplier;
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federal criminal laws that prohibit executing a scheme to defraud any federal healthcare benefit program or making false statements relating to
healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;
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the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical
Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information;
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the federal Physician Payment Sunshine Act, which requires manufacturers of drugs, devices, biologics and medical supplies for which payment is
available under Medicare, Medicaid or the Childrens Health Insurance Program (with certain exceptions) to report annually to the Centers for Medicare & Medicaid Services (CMS), information related to payments or other
transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, and requires applicable manufacturers to report annually to the government ownership and
investment interests held by the physicians described above and their immediate family members and payments or other transfers of value to such physician owners. Manufacturers are required to submit reports to CMS by the 90th day of each
calendar year. We cannot assure you that we have and will successfully report all transfers of value by us, and any failure to comply could result in significant fines and penalties. Failure to submit the required information may result in civil
monetary penalties up to an aggregate of $150,000 per year (and up to an aggregate of $1 million per year for knowing failures) for all payments, transfers of value or ownership or investment interests not reported in an annual
submission, and may result in liability under other federal laws or regulations;
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federal and state laws governing the certification and licensing of clinical laboratories, including operational, personnel and quality requirements
designed to ensure that testing services are accurate and timely, and federal and state laws governing the health and safety of clinical laboratory employees;
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the U.S. Foreign Corrupt Practices Act, or the FCPA, which prohibits corporations and individuals from paying, offering to pay or authorising the
payment of anything of value to any foreign government official, government staff member, political party or political candidate in an attempt to obtain or retain business or to otherwise influence a person working in an official capacity; the UK
Bribery Act, which prohibits both domestic and international bribery, as well as bribery across both public and private sectors; and bribery provisions contained in the German Criminal Code, which makes the corruption and corruptibility of
physicians in private practice and other healthcare professionals a criminal offense; and
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analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or
services reimbursed by any payor, including commercial insurers; state laws that require device companies to comply with the industrys voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government
or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require device manufacturers to report information related to payments and other transfers of value to physicians and other
healthcare providers or marketing expenditures; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus
complicating compliance efforts.
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Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbours available under such laws, it is possible that
some of our business activities, including our relationships with physicians and other healthcare providers, some of whom may recommend, purchase and/or order our tests, our sales and marketing efforts and certain arrangements with customers,
including those where we provide our instrumentation for free in exchange for minimum purchase requirements of our reagents, and our billing and claims processing practices, could be subject to challenge under one or more of such laws. By way of
example, some of our consulting arrangements with physicians do not meet all of the criteria of the personal services safe harbour under the federal Anti-Kickback Statute. Accordingly, they do not qualify for safe harbour protection from government
prosecution. A business arrangement that does not substantially comply with a safe harbour, however, is not necessarily illegal under the Anti-Kickback Statute, but may be subject to additional scrutiny by the government. We are also exposed to the
risk that our employees, independent contractors, principal investigators, consultants, vendors and distributors may engage in fraudulent or other illegal activity. Any action against us for violation of these laws, even if we successfully defend
against it, could cause us to incur significant legal expenses and divert our managements attention from the operation of our business.
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To enforce compliance with the federal laws, the U.S. Department of Justice (DOJ), has recently increased its scrutiny of interactions
between health care companies and health care providers, which has led to a number of investigations, prosecutions, convictions and settlements in the health care industry. Dealing with investigations can be time and resource consuming and can
divert managements attention from the business. In addition, settlements with the DOJ or other law enforcement agencies have forced healthcare providers to agree to additional compliance and reporting requirements as part of a consent decree
or corporate integrity agreement. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business.
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Many of the existing requirements are new and have not been definitively interpreted by state authorities or courts, and available guidance is limited.
In addition, changes in or evolving interpretations of these laws, regulations, or administrative or judicial interpretations, may require us to change our business practices or subject our business practices to legal challenges, which could have a
material adverse effect on our business, financial condition and results of operations.
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We have not yet developed a comprehensive compliance program that establishes internal controls to facilitate adherence to the rules and program
requirements to which we are or may become subject. Although the development and implementation of such compliance programs can mitigate the risk of investigation, prosecution, and penalties assessed for violations of these laws, or any other laws
that may apply to us, the risks cannot be entirely eliminated.
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If our operations are found to be in
violation of any of the laws described above or any other laws and regulations that apply to us, we could receive adverse publicity, face enforcement action and be subject to penalties, including civil and criminal penalties, damages, fines, the
curtailment or restructuring of our operations, the exclusion from participation in federal and state healthcare programs and imprisonment, any of which could adversely affect our ability to operate our business and our results of operations.
Our business could be adversely affected by changing conditions in the diagnostic market.
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The diagnostics industry is in transition with a number of changes that affect the market for diagnostic test products. The diagnostics industry has
experienced considerable consolidation through mergers and acquisitions in the past several years. For example, major consolidation among reference laboratories and the formation of multi-hospital alliances, reducing the number of institutional
customers for diagnostic test products. There can be no assurance that we will be able to enter into and/or sustain contractual or other marketing or distribution arrangements on a satisfactory commercial basis with these institutional customers.
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Further, this consolidation trend may result in the remaining companies having greater financial resources and technological capabilities, thereby intensifying competition in the industry, which
could have a material adverse effect on our business.
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Future acquisitions may be less successful than expected, not
generate the expected benefits, disrupt our ongoing business, distract our management, increase our expenses and adversely affect our business, and therefore, growth may be limited.
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Trinity Biotech has historically grown organically and through the acquisition of, and investment in, other companies, product lines and technologies.
We may enter into strategic acquisitions or investments as a way to expand our business. These activities, and their impact on our business, are subject to many risks, including the following:
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Suitable acquisitions or investments may not be found or consummated on terms or schedules that are satisfactory to us or consistent with our
objectives;
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The benefits expected to be derived from an acquisition may not materialize and could be affected by numerous factors, such as regulatory developments,
insurance reimbursement, general economic conditions and increased competition;
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We may be unable to successfully integrate an acquired companys personnel, assets, management systems, products and/or technology into our
business;
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Worse than expected performance of an acquired business may result in the impairment of intangible assets;
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Acquisitions may require substantial expense and management time and could disrupt our business;
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We may not be able to accurately forecast the performance or ultimate impact of an acquired business;
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An acquisition and subsequent integration activities may require greater capital and other resources than originally anticipated at the time of
acquisition;
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An acquisition may result in the incurrence of unexpected expenses, the dilution of our earnings or our existing stockholders percentage
ownership, or potential losses from undiscovered liabilities not covered by an indemnification from the seller(s) of the acquired business;
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An acquisition may result in the loss of our or the acquired companys key personnel, customers, distributors or suppliers;
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An acquisition of a foreign business may involve additional risks, including, but not limited to, foreign currency exposure, liability or restrictions
under foreign laws or regulations, and our inability to successfully assimilate differences in foreign business practices or overcome language or cultural barriers; and
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Our ability to integrate future acquisitions may be adversely affected by inexperience in dealing with new technologies.
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The occurrence of one or more of the above or other factors may prevent us from achieving all or a significant part of the benefits
expected from an acquisition or investment. This may adversely affect our financial condition, results of operations and ability to grow our business or otherwise achieve our financial and strategic objectives.
Our revenues are highly dependent on a network of distributors worldwide.
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Trinity Biotech currently distributes its product portfolio through distributors in approximately 100 countries worldwide. Our continuing economic
success and financial security is dependent on our ability to secure effective channels of distribution on favourable trading terms with suitable distributors.
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The loss or termination of our relationship with these key distributors could significantly disrupt our business unless suitable alternatives were
timely found or lost sales to one distributor are absorbed by another distributor.
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Finding a suitable alternative to a lost or terminated distributor may pose challenges in our industrys competitive environment, and another suitable distributor may not be found on
satisfactory terms, if at all. For instance, some distributors already have exclusive arrangements with our competitors, and others do not have the same level of penetration into our target markets as our existing distributors. If total revenue from
these or any of our other significant distributors were to decrease in any material amount in the future or we are not successful in timely transitioning business to new distributors, our business, operating results and financial condition could be
materially and adversely affected.
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Reductions in government funding to agencies and organizations we work with could
adversely affect our business and financial results.
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We sell our products into the public health market, which consists of state, county and other governmental public health agencies, community based
organizations, service organizations and similar entities. Many of these customers depend to a significant degree on grants or funding provided by governments or governmental agencies to run their operations, including programs that use our
products, such as our HIV testing products. In international markets, we often sell our products to parties funded by such agencies. The level of available government grants or funding is unpredictable, and certain organizations may not have their
contracts renewed for funding. Available funding may be affected by various factors including future economic conditions, legislative and regulatory developments, political changes, civil unrest and changing priorities for research and development
activities. Any reduction or delay in government funding or change in organizational contracts could cause our customers to delay, reduce or forego purchases of our products or cause short term or long term fluctuations in our product revenues
through these channels.
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Trinity Biotech may be subject to liability resulting from its products or services.
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Trinity Biotech may be subject to claims for personal injuries or other damages if any of our products, or any product which is made with the use or
incorporation of any of our technologies, causes injury of any type or is found otherwise unsuitable during product testing, manufacturing, marketing, sale or usage. There is no assurance that we would be successful in defending any product
liability lawsuits brought against us. Regardless of merit or eventual outcome, product liability claims could result in:
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Decreased demand for our products;
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Damage to our image or reputation;
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Costs related to litigation;
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Diversion of management time and attention; and
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Incurrence of damages payable to plaintiffs.
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Trinity Biotech has global product liability insurance in place for its manufacturing subsidiaries up to a maximum of 6,500,000 (US$6,841,000)
for any one accident, limited to a maximum of 6,500,000 (US$6,841,000) in any one year period of insurance. A deductible of 5,000 ($5,300) for each claim and every claim increasing to US$25,000 in respect of USA/Canada is applicable to
each insurance event that may arise. There can be no assurance that our product liability insurance is sufficient to protect us against liability that could have a material adverse effect on our business. In addition, although we believe that we
will be able to continue to obtain adequate coverage in the future, there is no assurance that we will be able to do so at acceptable costs.
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Significant interruptions in production at our principal manufacturing facilities and/or third-party manufacturing facilities would adversely affect our business and operating results.
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Products manufactured at our facilities in Bray, Ireland, Jamestown and Buffalo, New York, Kansas City, Missouri and Carlsbad, California comprised
approximately 84% of revenues during the fiscal year ended December 31, 2016. Our global supply of these products and services is dependent on the uninterrupted and efficient operation of these facilities. In addition, we currently rely on a
small number of third-party manufacturers to produce certain of our diagnostic products and product components.
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If we do not negotiate long-term contracts, our suppliers will likely not be required to provide us with any guaranteed minimum production levels. As a
result, we cannot assure you that we will be able to obtain sufficient quantities of product in the future.
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In addition, our reliance on third-party suppliers involves a number of risks, including, among other things:
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contract manufacturers or suppliers may fail to comply with regulatory requirements or make errors in manufacturing that could negatively affect the
efficacy or safety of our products or cause delays in shipments of our products;
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we or our contract manufacturers and suppliers may not be able to respond to unanticipated changes in customer orders, and if orders do not match
forecasts, we or our suppliers may have excess or inadequate inventory of materials and components;
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we or our contract manufacturers and suppliers may be subject to price fluctuations due to a lack of long-term supply arrangements for key components;
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we or our contract manufacturers and suppliers may lose access to critical services and components, resulting in an interruption in the manufacture,
assembly and shipment of our systems;
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we may experience delays in delivery by our contract manufacturers and suppliers due to changes in demand from us or their other customers;
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fluctuations in demand for products that our contract manufacturers and suppliers manufacture for others may affect their ability or willingness to
deliver components to us in a timely manner;
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our suppliers or those of our contract manufacturer may wish to discontinue supplying components or services to us for risk management reasons;
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we may not be able to find new or alternative components or reconfigure our system and manufacturing processes in a timely manner if the necessary
components become unavailable; and
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our contract manufacturers and suppliers may encounter financial hardships unrelated to our demand, which could inhibit their ability to fulfill our
orders and meet our requirements.
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The operations of our facilities or these third-party manufacturing facilities could be adversely affected by fire, power failures, natural or other
disasters, such as earthquakes, floods, or terrorist threats. Although we carry insurance to protect against certain business interruptions at our facilities, some pieces of manufacturing equipment are difficult to replace and could require
substantial replacement lead-time. There can be no assurance that such coverage will be adequate or that such coverage will continue to remain available on acceptable terms, if at all.
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If any of these risks materialize, it could significantly increase our costs and impact our ability to meet demand for our products. If we are unable
to satisfy commercial demand for our products in a timely manner, our ability to generate revenue would be impaired, market acceptance of our products could be adversely affected, and customers may instead purchase or use our competitors
products. In addition, we could be forced to secure new or alternative contract manufacturers or suppliers. Securing a replacement contract manufacturer or supplier could be difficult. The introduction of new or alternative manufacturers or
suppliers also may require design changes to our products that are subject to FDA and other regulatory clearances or approvals.
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We may also be required to assess the new manufacturers compliance with all applicable regulations and guidelines, which could further impede our ability to manufacture our products in a timely
manner. As a result, we could incur increased production costs, experience delays in deliveries of our products, suffer damage to our reputation, and experience an adverse effect on our business and financial results. Any significant interruption in
the Groups or third-party manufacturing capabilities could materially and adversely affect our operating results.
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We are highly dependent on our senior management team and other key employees, and the loss of one or
more of these employees or the inability to attract and retain qualified personnel as necessary could adversely affect our operations.
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Trinity Biotechs success is dependent to a large extent upon the contributions of certain key management personnel. Our key employees at
December 31, 2016 were Ronan OCaoimh, our CEO and Chairman, Jim Walsh, Executive Director, and Kevin Tansley, our CFO/Executive Director. We may not be able to attract or retain a sufficient number of qualified employees in the future due
to the intense competition for qualified personnel among medical products and other life science businesses.
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If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience constraints that will
adversely affect our ability to effectively manufacture, sell and market our products, to meet the demands of our strategic partners in a timely fashion, or to support research, development and clinical programs. Although we believe we will be
successful in attracting and retaining qualified personnel, competition for experienced scientists and other personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms.
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We are dependent on third-party suppliers for certain critical components and the primary raw materials required for
our test kits.
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The primary raw materials required for Trinity Biotechs test kits consist of antibodies, antigens or other reagents, glass fibre and packaging
materials which are acquired from third parties. If our third-party suppliers are unable or unwilling to supply or manufacture a required component or product or if they make changes to a component, product or manufacturing process or do not supply
materials meeting our specifications, we may need to find another source and/or manufacturer. This could require that we perform additional development work.
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Some of our products, which we acquire from third parties, are highly technical and are required to meet exacting specifications, and any quality
control problems that we experience with respect to the products supplied by third-party vendors could adversely and materially affect our reputation, our attempts to complete our clinical trials or commercialization of our products and adversely
and materially affect our business, operating results and prospects. We may also need to obtain FDA or other regulatory authorisations for the use of an alternative component or for certain changes to our products or manufacturing process. We may
also have difficulty obtaining similar components from other suppliers that are acceptable to the FDA or foreign regulatory authorities and the failure of our suppliers to comply with strictly enforced regulatory requirements could expose us to
regulatory action including, warning letters, product recalls, termination of distribution, product seizures, or civil penalties. Completing that development and obtaining such authorisations could require significant time and expense and we may not
obtain such authorisations on a timely basis, or at all. The availability of critical components and products from other third parties could also reduce our control over pricing, quality and timely delivery. These events could either disrupt our
ability to manufacture and sell certain of our products into one or more markets or completely prevent us from doing so, and could increase our costs. Any such event could have a material adverse effect on our results of operations, cash flow and
business. Furthermore, since some of these suppliers are located outside of the United States, we are subject to foreign export laws and United States import and customs regulations, which complicate and could delay shipments of components to us.
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Although Trinity Biotech does not expect to be dependent upon any one source for these critical components or raw materials, alternative sources of
antibodies with the characteristics and quality desired by Trinity Biotech may not be available. Such unavailability could affect the quality of our products and our ability to meet orders for specific products.
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Global economic conditions may have a material adverse impact on our results.
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We currently generate significant operating cash flows, which combined with access to the credit markets provides us with discretionary funding
capacity for research and development and other strategic activities. Uncertainty in global economic conditions may continue for the foreseeable future and intensify. This uncertainty poses a risk to the overall economy that could impact demand for
our products, as well as our ability to manage normal commercial relationships with our customers, suppliers and creditors, including financial institutions. Volatile economic conditions have adversely affected and could continue to adversely affect
our financial performance and condition or those of our customers and suppliers. These circumstances could adversely affect our access to liquidity needed to conduct or expand our business or conduct future acquisitions or make other discretionary
investments. Many of our customers rely on public funding provided by federal, state and local governments, and this funding has been and may continue to be reduced or deferred as a result of economic conditions.
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If global economic conditions deteriorate significantly, our business could be negatively impacted, including such areas as reduced demand for our
products from a slow-down in the general economy, supplier or customer disruptions resulting from tighter credit markets and/or temporary interruptions in our ability to conduct
day-to-day
transactions through our financial intermediaries involving the payment to or collection of funds from our customers, vendors and suppliers. These
circumstances may adversely impact our customers and suppliers, which, in turn, could adversely affect their ability to purchase our products or supply us with necessary equipment, raw materials or components. Even with the improvement of economic
conditions, it may take time for our customers and suppliers to establish new budgets and return to normal purchasing and shipping patterns. We cannot predict the reoccurrence of any economic slowdown or the strength or sustainability of the
economic recovery.
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We face risks relating to our international sales and business operations, including regulatory
risks, which could impact our current business operations and growth strategy.
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Our international sales and operations are subject to various United States and foreign laws and regulations relating to export controls (including,
without limitation, the U.S. Commerce Departments Export Administration Regulations), economic sanctions (including, without limitation, various sanctions regulations administered by the U.S. Treasury Departments Office of Foreign Assets
Control), and anti-corruption (including, without limitation, the United States Foreign Corrupt Practice Act). Failure to comply with such applicable laws and regulations could subject us to civil or criminal penalties, government
investigations, debarment from export privileges, and reputational harm, which could have a material adverse effect on our business.
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Our sales and operations are subject to the risks of fluctuations in currency exchange rates.
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A substantial portion of our operations is based in Ireland and Europe is one of our main sales territories. As a result, changes in the exchange rate
between the U.S. Dollar and the Euro can have significant effects on our results of operations. In addition, in markets where we invoice in U.S. Dollars but where the local currency has weakened, we have been required to reduce our pricing in
order to preserve our competiveness. The Group has an exposure to the Canadian Dollar through its two Canadian entities (Nova Century Scientific and Phoenix Biotech) and to the Brazilian Real through its Brazilian entity. Since the acquisition of
Fiomi Diagnostics AB in 2012 and the blood bank screening business of Lab21 Ltd in 2013, the Group also has a currency exposure to the Swedish Kroner and Sterling.
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In the future, we may enter into hedging instruments to manage our currency exchange rate risk. However, our attempts to hedge against these risks may
not be successful. If we are unable to successfully hedge against unfavourable foreign currency exchange rate movements, our consolidated financial results may be adversely impacted.
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The conversion of our outstanding employee share options would dilute the ownership interest of existing shareholders.
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The total share options exercisable at December 31, 2016, as described in Item 18, Note 20 to the consolidated financial statements, are
convertible into American Depository Shares (ADSs), 1 ADS representing 4 A Ordinary Shares. The exercise of the share options exercisable will likely occur only when the conversion price is below the trading price of our ADSs and will
dilute the ownership interests of existing shareholders. For instance, should the options of the 5,838,851 A Ordinary Shares (1,459,713 ADSs) exercisable at December 31, 2016 be exercised, Trinity Biotech would have to issue
5,838,851 additional A Ordinary Shares (1,459,713 ADSs). On the basis of 96,162,410
A Ordinary Shares outstanding at December 31, 2016, this would effectively dilute the ownership interest of the existing
shareholders by approximately 6%.
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It could be difficult for US holders of ADSs to enforce any securities laws claims against Trinity
Biotech, its officers or directors in Irish Courts.
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At present, no treaty exists between the United States and Ireland for the reciprocal enforcement of foreign judgments. The laws of Ireland do however,
as a general rule, provide that the judgments of the courts of the United States have in Ireland the same validity as if rendered by Irish Courts. Certain important requirements must be satisfied before the Irish Courts will recognize the United
States judgment. The originating court must have been a court of competent jurisdiction, the judgment may not be recognized if it is based on public policy, was obtained by fraud or its recognition would be contrary to Irish public policy. Any
judgment obtained in contravention of the rules of natural justice will not be enforced in Ireland.
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Our inability to
manufacture products in accordance with applicable specifications, performance standards or quality requirements could adversely affect our business.
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The materials and processes used to manufacture our products must meet detailed specifications, performance standards and quality requirements to
ensure our products will perform in accordance with their label claims, our customers expectations and applicable regulatory requirements.
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As a result, our products and the materials used in their manufacture or assembly undergo regular inspections and quality testing. Factors such as
defective materials or processes, mechanical failures, human errors, environmental conditions, changes in materials or production methods by our vendors, and other events or conditions could cause our products or the materials used to produce or
assemble our products to fail inspections and quality testing or otherwise not perform in accordance with our label claims or the expectations of our customers.
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Any failure or delay in our ability to meet the applicable specifications, performance standards, quality requirements or customer expectations could
adversely affect our ability to manufacture and sell our products or comply with regulatory requirements. These events could, in turn, adversely affect our revenues and results of operations.
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Compliance with regulations governing public company corporate governance and reporting is complex and expensive.
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Many laws and regulations impose obligations on public companies, which have increased the scope, complexity and cost of corporate governance,
reporting and disclosure practices. Our implementation of certain aspects of these laws and regulations has required and will continue to require substantial management time and oversight and may require us to incur significant additional accounting
and legal costs. We continually evaluate and monitor developments with respect to new and proposed rules and cannot predict or estimate the ultimate amount of additional costs we may incur or the timing of such costs. These laws and regulations are
also subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in
continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Although we are committed to maintaining high standards of corporate governance and public disclosure, if
we fail to comply with any of these requirements, legal proceedings may be initiated against us, which may adversely affect our business.
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Failure to achieve our financial and strategic objectives could have a material adverse impact on our business prospects.
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As a result of any number of risk factors identified herein, no assurance can be given that we will be successful in implementing our financial and
strategic objectives. In addition, the funds for research, clinical development and other projects have in the past come primarily from our business operations. If our business slows and we have less money available to fund research and development
and clinical programs, we will have to decide at that time which programs to cut, and by how much. Similarly, if adequate financial, personnel, equipment or other resources are not available, we may be required to delay or scale back our business.
Our operations will be adversely affected if our total revenue and gross profits do not correspondingly increase or if our technology, product, clinical and market development efforts are unsuccessful or delayed.
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Furthermore, our failure to successfully introduce new or enhanced products and develop new markets could have a material adverse effect on our
business and prospects.
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We may require future additional capital.
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Our future liquidity and ability to meet our future capital requirements will depend on numerous factors, including, but not limited to, the following:
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The costs and timing of expansion of sales and marketing activities;
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The timing and success of the commercial launch of new products;
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The extent to which we gain or expand market acceptance for existing, new or enhanced products;
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The costs and timing of the expansion of our manufacturing capacity;
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The success of our research and product development efforts;
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The time, cost and degree of success of conducting clinical trials and obtaining regulatory approvals;
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The magnitude of capital expenditures;
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Changes in existing and potential relationships with distributors and other business partners;
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The costs involved in obtaining and enforcing patents, proprietary rights and necessary licenses;
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The costs and liability associated with patent infringement or other types of litigation;
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Competing technological and market developments; and
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The scope and timing of strategic acquisitions.
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If additional financing is needed, we may seek to raise funds through the sale of equity or other securities or through bank borrowings. There can be
no assurance that financing through the sale of securities, bank borrowings or otherwise will be available to us on satisfactory terms, or at all.
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Investor confidence and share value may be adversely impacted if we and/or our independent registered public accounting firm conclude that our internal control over financial reporting is not
effective.
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As directed by the Sarbanes-Oxley Act of 2002, we are required to include a report in our Annual Reports on Form
20-F
that contains an assessment by management of the effectiveness of our internal control over financial reporting. In addition, our independent registered public accounting firm must report on the
effectiveness of these internal controls.
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We expect that our internal controls will continue to evolve as our business activities change. Although we seek to diligently and vigorously review
our internal control over financial reporting in an effort to ensure compliance with the Section 404 requirements, any control system, regardless of how well designed, operated and evaluated, can provide only reasonable, not absolute, assurance
that its objectives will be met. In addition, the overall quality of our internal controls may be affected by the internal control over financial reporting implemented by any business we acquire and our ability to assess and successfully integrate
the internal controls of any such business.
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If, during any year, our independent registered public accounting firm is not satisfied with our internal control over financial reporting or the level
at which our controls are documented, designed, operated, tested or assessed, then it may issue a report that is adverse. We also could conclude that our internal control over financial reporting is not effective. These events could result in an
adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements and effectiveness of our internal controls, which ultimately could negatively impact the market price of our common
stock.
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Our success depends on our ability to service and support our products directly or in collaboration with our
strategic partners.
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To the extent that we or our strategic partners fail to maintain a high quality level of service and support for diagnostic products, there is a risk
that the perceived quality of our products will be diminished in the marketplace. Likewise, we may fail to provide the level, quantity or quality of service expected by the marketplace. This could result in slower adoption rates and lower than
anticipated utilisation of our products which could have a material adverse effect on our business, financial condition and results of operations.
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Consolidation of our customers or the formation of group purchasing organisations could result in
increased pricing pressure that could adversely affect our operating results.
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The health care industry has undergone significant consolidation resulting in increased purchasing leverage for customers and consequently increased
pricing pressures on our business. Additionally, some of our customers have become affiliated with group purchasing organisations. Group purchasing organisations typically offer members price discounts on laboratory supplies and equipment if they
purchase a bundled group of one suppliers products, which results in a reduction in the number of manufacturers selected to supply products to the group purchasing organization and increases the group purchasing organizations ability to
influence its members buying decisions. Further consolidation among customers or their continued affiliation with group purchasing organizations may result in significant pricing pressures and correspondingly reduce the gross margins of our
business or may cause our customers to reduce their purchases of our products, thereby adversely affecting our business, prospects, operating results or financial condition.
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We may be unable to protect or obtain proprietary rights that we utilise or intend to utilise.
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In developing and manufacturing our products, we employ a variety of proprietary and patented technologies. In addition, we have licensed, and expect
to continue to license, various complementary technologies and methods from academic institutions and public and private companies. We cannot provide any assurance that the technologies that we own or license provide protection from competitive
threats or from challenges to our intellectual property. In addition, we cannot provide any assurances that we will be successful in obtaining licenses or proprietary or patented technologies in the future, or that licenses granted to us by third
parties will not be granted to other third parties who could potentially compete with us.
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Filing, prosecuting and defending patents covering our current and future products throughout the world would be prohibitively expensive. Competitors
may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we may obtain patent protection, but where patent
enforcement is not as strong as that in the United States. These products may compete with our products in jurisdictions where we do not have any issued or licensed patents and any future patent claims or other intellectual property rights may not
be effective or sufficient to prevent them from so competing.
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The scope of the patent protection we obtain may not be
sufficiently broad to compete effectively in our markets; our patent applications could be rejected or the existing patents could be challenged; and trade secrets and confidential
know-how
could be obtained by
competitors.
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Trinity Biotech currently owns 8 U.S. patents with remaining patent lives varying from nine months to 16 years.
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We may fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. The patent
applications that we own or
in-license
may fail to result in issued patents with claims that cover our current products or any future products in the United States or in other foreign countries. There is no
assurance that all of the potentially relevant prior art relating to our patents and patent applications has been found, which can invalidate a patent or prevent a patent from issuing from a pending patent application.
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We can provide no assurance that third parties will not challenge the validity, enforceability or scope of the patents Trinity Biotech may apply for,
or obtain, which may result in such patents being narrowed, invalidated, or held unenforceable. Any successful opposition to these patents or any other patents owned by or licensed to us could deprive us of rights necessary for the successful
commercialization of any products covered by those patents.
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Further, if we encounter delays in regulatory
approvals, the period of time during which we could market a product under patent protection could be reduced. We can provide no assurance that our patents will continue to be commercially valuable.
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Trade secrets and confidential
know-how
are important to our scientific and commercial success. Although we
seek to protect our proprietary information through confidentiality agreements and other contracts, we can provide no assurance that others will not independently develop the same or similar information or gain access to our proprietary information.
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Obtaining and maintaining our patent protection depends on compliance with various procedural,
document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for
non-compliance
with these requirements.
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Periodic maintenance fees on any issued patent are due to be paid to the United States Patent and Trademark Organization (USPTO) and other
foreign patent agencies in several stages over the lifetime of the patent. The USPTO and various foreign national or international patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions
during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or
lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.
Non-compliance
events that could result in abandonment or lapse of patent rights
include, but are not limited to, failure to timely file national and regional stage patent applications based on our international patent application, failure to respond to official actions within prescribed time limits,
non-payment
of fees and failure to properly legalise and submit formal documents. If we or our licensors fail to maintain the patents and patent applications covering our current or future products, our competitors
might be able to enter the market, which would have an adverse effect on our business.
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Changes in patent law could
diminish the value of patents in general, thereby impairing our ability to protect our products.
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Depending on actions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable
ways that would weaken our ability to obtain new patents or to enforce patents that we have licensed or that we might obtain in the future.
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For example, the United States has enacted and implemented wide-ranging patent reform legislation, which could increase the uncertainties and costs
surrounding the prosecution of our patent applications and the enforcement or defence of our issued patents. On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a
number of significant changes to United States patent law. These include provisions that affect the way patent applications are prosecuted and may also affect patent litigation. The United States Patent Office recently developed new regulations and
procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions, only became effective on March 16, 2013.
Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our
patent applications and the enforcement or defence of our issued patents, all of which could have an adverse effect on our business and financial condition.
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Additionally, the U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in
certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect
to the value of patents, once obtained.
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Product infringement claims by other companies could result in costly
disputes and could limit our ability to sell our products.
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Litigation over intellectual property rights is prevalent in the diagnostic industry, including patent infringement lawsuits, interferences, derivation
and administrative law proceedings, inter party review, and post-grant review before the USPTO, as well as oppositions and similar processes in foreign jurisdictions.
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As the market for diagnostics continues to grow and the number of participants in the market increases, we may increasingly be subject to
patent infringement claims. It is possible that a third-party may claim infringement against us. For example, because patent applications can take many years to issue, there may be currently pending patent applications which may later result in
issued patents that our products may infringe. Defence of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of managerial and financial resources from our business. Parties
making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialise one or more of our products. The pendency of any litigation may cause our distributors and
customers to reduce or terminate purchases of our products. If found to infringe, we may have to pay substantial damages, including treble damages and attorneys fees for wilful infringement, obtain one or more licenses from third parties, pay
royalties or redesign our affected products, which may be impossible or require substantial time and monetary expenditure.
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Any substantial loss resulting from such a claim could cause our revenues to decrease and have a material adverse affect on our profitability, and the damage to our reputation in the industry
could have a material adverse affect on our business.
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If we need to obtain a license as a result of litigation, we cannot predict whether any such license would be available at all or whether it would be
available on commercially reasonable terms. Furthermore, even in the absence of litigation, we may need to obtain licenses from third parties to advance our research or allow commercialisation of our products. We may fail to obtain any of these
licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further develop and commercialise one or more of our products, which could harm our business significantly.
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We may be involved in lawsuits to enforce our patents, the patents of our licensors or our other intellectual property rights, which could be
expensive, time consuming and unsuccessful.
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Competitors may infringe or otherwise violate our patents, the patents of our licensors or our other intellectual property rights. To counter
infringement or unauthorised use, we may be required to file legal claims, which can be expensive and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours or our licensors is not valid or is
unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigation or defence proceedings could put one or more of our
patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing. The initiation of a claim against a third party may also cause the third party to bring counter claims against us such as
claims asserting that our patents are invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure
to meet any of several statutory requirements, including lack of novelty, obviousness,
non-enablement
or lack of statutory subject matter. Grounds for an unenforceability assertion could be an allegation that
someone connected with prosecution of the patent withheld relevant material information from the USPTO, or made a materially misleading statement, during prosecution. Third parties may also raise similar validity claims before the USPTO in
post-grant proceedings such as ex parte re-examinations, inter partes review, or post-grant review, or oppositions or similar proceedings outside the United States, in parallel with litigation or even outside the context of litigation. The outcome
following legal assertions of invalidity and unenforceability is unpredictable.
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We cannot be certain that there is no invalidating prior art, of which we and the patent examiner were unaware during prosecution. For the patents and
patent applications that we have licensed, we may have limited or no right to participate in the defence of any licensed patents against challenge by a third party. If a defendant were to prevail on a legal assertion of invalidity or
unenforceability, we would lose at least part, and perhaps all, of any future patent protection on our current or future products. Such a loss of patent protection could harm our business.
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We may not be able to prevent, alone or with our licensors, misappropriation of our intellectual property rights, particularly in countries where the
laws may not protect those rights as fully as in the United States. Our business could be harmed if in litigation the prevailing party does not offer us a license on commercially reasonable terms. Any litigation or other proceedings to enforce our
intellectual property rights may fail, and even if successful, may result in substantial costs and distract our management and other employees.
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Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of
our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or
investors perceive these results to be negative, it could have an adverse effect on the price of our ordinary shares.
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23
Our ability to protect our information systems and electronic transmissions of sensitive data from
data corruption, cyber-based attacks, security breaches or privacy violations is critical to the success of our business.
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We are highly dependent on information technology networks and systems, including the Internet, to securely process, transmit and store electronic
information, including personal information of our customers. Security breaches of this infrastructure, including physical or electronic
break-ins,
computer viruses, malware attacks by hackers and similar
breaches, can cause all or portions of our websites to be unavailable, create system disruptions, shutdowns, erasure of critical data and software or unauthorised disclosure of confidential information. We invest in security technology to protect
our data against risks of data security breaches and cyber-attacks and we have implemented solutions, processes, and procedures to help mitigate these risks, such as encryption, virus protection, security firewalls and comprehensive information
security and privacy policies. However, despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. The age of our
information technology systems, as well as the level of our protection and business continuity or disaster recovery capability, varies from site to site, and there can be no guarantee that any such plans, to the extent they are in place, will be
effective. In addition, a security breach or privacy violation that leads to disclosure of consumer information (including personally identifiable information or protected health information) could harm our reputation, compel us to comply with
disparate state breach notification laws and otherwise subject us to liability under laws that protect personal data, resulting in increased costs or loss of revenue. If we are unable to prevent further security breaches or privacy violations or
implement satisfactory remedial measures, our operations could be disrupted, we may be subject to legal claims or proceedings, or we may suffer loss of reputation, financial loss and other regulatory penalties because of lost or misappropriated
information, including sensitive consumer data, which could have a material adverse impact on our business, financial condition and results of operations. While we currently expend resources to protect against cyber-attacks and security breaches,
hackers and other cyber criminals are using increasingly sophisticated and constantly evolving techniques, and we may need to expend additional resources to continue to protect against potential security breaches or to address problems caused by
such attacks or any breach of our safeguards. In addition, a data security breach could distract management or other key personnel from performing their primary operational duties.
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In addition, the interpretation and application of consumer and data protection laws in the United States, Europe and elsewhere are often uncertain,
contradictory and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. If so, this could result in government-imposed fines or orders requiring that we change our data
practices, which could have an adverse effect on our business. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.
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Reductions in government funding and research budgets could adversely affect our business and financial results
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We sell our products into the public health market, which consists of state, county and other governmental public health agencies, community based
organisations, service organisations and similar entities. Many of these customers depend to a significant degree on grants or funding provided by governmental agencies to run their operations including programs that use our products. In
international markets, we often sell our products to parties funded by such agencies. The level of available government grants or funding is unpredictable and may be affected by various factors including future economic conditions, legislative and
regulatory developments, political changes, civil unrest and changing priorities for research and development activities. Any reduction or delay in government funding could cause our customers to delay, reduce or forego purchases of our products.
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Risks Related to Government Regulation
We could be adversely affected by healthcare reform legislation and other changes in coverage and reimbursement for our tests
by third-party payors.
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The results of the 2016 Presidential election in USA have generated uncertainty with respect to, and could result in, significant changes in
legislation, regulation and government policy that could significantly impact our business. While it is not possible to predict whether and when any such changes will occur or what form any such changes may take (including through the use of
Executive Orders), specific proposals discussed during and after the election that could have a material adverse effect on our business, liquidity and results of operations include, but are not limited to, the repeal of all or part of the Affordable
Care Act (ACA) and other significant changes to health care system legislation as well as changes with respect to tax and trade policies, tariffs and other government regulations affecting trade between the United States and other
countries. The repeal of all or part of the ACA, significant changes to Medicaid funding or even significant destabilization of the Health Insurance Marketplaces could impact the number of Americans with health insurance. Even if ACA remains,
significant provisions of ACA have not yet been finalized (e.g.,
non-discrimination
in health programs and activities, excise tax on high-cost employer-sponsored health coverage) and it is uncertain whether or
in what form these provisions will be finalized. We cannot predict the effect, if any, a repeal of all or part of ACA, the implementation or failure to implement the outstanding provisions of ACA, or the enactment of new health care system
legislation to replace current legislation may have on our business.
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In the USA, there are continued efforts of health maintenance organizations, managed care organizations, government entities, and other third party
payors to reduce reimbursement rates for diagnostic testing services. In addition, during the past several years, the USA health care industry has been subject to an increase in governmental regulation and audits at both the federal and state
levels. Efforts to control health care costs are continuing at the federal and state government levels. Changing political, economic and regulatory influences may significantly affect health care financing and reimbursement practices. For example,
we anticipate that federal and state governments will continue to review and assess alternative health care delivery systems, payment methodologies and operational requirements for health care providers. Any action taken to repeal or replace all or
significant parts of healthcare legislation could also impact our profitability, though it is unclear at this time what the full effects will be.
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Furthermore, comprehensive tax reform in USA is likely to be considered in the current political environment. We expect that U.S. tax reform, if
enacted, could have a significant impact on the Company. Current proposals aim to lower the U.S. corporate tax rate from 35% to as low as 15% or 20%, but generally broaden the base to which the lower tax rate would apply. Many aspects of tax reform
plans remain unknown though, and no proposed legislation has been filed. We cannot say with certainty if tax reform will be enacted, or how it would impact the Company.
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Our laboratory business could be harmed from the loss or suspension of a license or imposition of a fine or penalties under, or future changes in, the law or regulations of the Clinical Laboratory
Improvement Amendments of 1988 (CLIA), or those of other state or local agencies.
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Our laboratory operated by Immco Diagnostics Inc. is subject to CLIA, which is administered by CMS and extends federal oversight to virtually all
clinical laboratories by requiring that they be certified by the federal government or by a federally-approved accreditation agency. CLIA is designed to ensure the quality and reliability of clinical laboratories by, among other things, mandating
specific standards in the areas of personnel qualifications, administration, and participation in proficiency testing, patient test management, quality control, quality assurance and inspections. Laboratories must undergo
on-site
surveys at least every two years, which may be conducted by the Federal CLIA program or by a private CMS approved accrediting agency such as the College of American Pathologists, among others. The sanction
for failure to comply with CLIA requirements may be suspension, revocation or limitation of a laboratorys CLIA certificate, which is necessary to conduct business, as well as significant fines and/or criminal penalties.
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We are also subject to regulation of laboratory operations under state clinical laboratory laws of New York and of certain other states from where we
accept specimens. State clinical laboratory laws may require that laboratories and/or laboratory personnel meet certain qualifications, specify certain quality controls or require maintenance of certain records. For example, California requires that
we maintain a license to conduct testing in California, and California law establishes standards for our
day-to-day
laboratory operations, including the training and
skill required of laboratory personnel and quality control.
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In some respects, notably with respect to qualifications of testing personnel, Californias clinical laboratory laws impose more rigorous standards than does CLIA. Certain other states,
including Florida, Maryland, New York and Pennsylvania, require that we hold licenses to test specimens from patients residing in those states, and additional states may require similar licenses in the future. Potential sanctions for violation of
these statutes and regulations include significant fines and the suspension or loss of various licenses, certificates and authorisations, which could adversely affect our business and results of operations.
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Item 4
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Information on the Company
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Trinity Biotech develops, acquires, manufactures and markets medical diagnostic products for the clinical laboratory and
point-of-care
segments of the diagnostic market. These products are used to detect autoimmune, infectious and sexually transmitted diseases, diabetes and disorders of
the liver and intestine. Trinity Biotech also is a significant provider of raw materials to the life sciences and research industries globally.
Trinity Biotech markets its portfolio of almost 850 products to customers in approximately 100 countries around the world through its own sales force and
a network of international distributors and strategic partners.
Trinity Biotech was incorporated as a public limited company
(plc) registered in Ireland in 1992. The Company commenced operations in 1992 and, in October 1992, completed an initial public offering of its securities in the US. The principal offices of the Group are located at IDA Business Park,
Bray, Co Wicklow, Ireland. The Group has expanded its product base through internal development and acquisitions.
The following represents
the acquisitions made by Trinity Biotech in recent years:
Acquisition of Fiomi Diagnostics AB
In 2012, the Group acquired 100% of the common stock of Fiomi Diagnostics AB (Fiomi) for US$12.9m.
Fiomi is a Swedish-based company which was founded to develop diagnostic tests for the point of care cardiac market. Trinity Biotech has developed
point of care tests for the cardiac markers Troponin I and BNP. The technology, which uses micro-pillar technology, is capable of providing extremely sensitive, highly reproducible, quantitative, multiplexed results which give more accurate results
than the established
point-of-care
tests currently in the market.
Following the withdrawal of the FDA 510(k) submission for Troponin-I in October 2016, the company has closed the Sweden product development and manufacturing facilities and is currently evaluating future
applications for this advanced technology platform.
Acquisition of Immco Diagnostics Inc
In 2013, the Group acquired 100% of the common stock of Immco Diagnostics Inc (Immco) for US$32.88m.
Immco, which is headquartered in Buffalo, New York, specialises in the development, manufacture and sale of autoimmune test kits on a worldwide basis.
This product line is complemented by specialised reference laboratory services in diagnostic immunology, pathology and immunogenetics, marketed to U.S.-based hospitals and reference laboratories.
Acquisition of Blood Bank Screening Business
In 2013, the Group acquired the blood bank screening business of Lab21 Ltd for US$7.45m.
The
blood bank screening business acquired consists of a range of products for the screening of syphilis, malaria and cytomegalovirus (CMV), and was, at the time of acquisition based in Cambridge and Newmarket, UK.
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Principal Markets
The primary market for Trinity Biotechs diagnostic products is the Americas (which consists principally of North America and South America). During fiscal year 2016, 62% (US$61.6 million) (2015: 62%
or US$62.4 million) (2014: 58% or US$61.1 million) of the Groups total revenues were derived from products sold in the Americas. Sales in the
non-Americas
(principally European, Asian and African
countries) represented 38% (US$38.0 million) of total sales for fiscal year 2016 (2015: 38% or US$37.8 million) (2014: 42% or US$43.7 million).
For a more comprehensive segment analysis please refer to Item 5, Results of Operations and Item 18, Note 2 to the consolidated financial
statements.
Principal Products
The brand names of the principal products of Trinity Biotech are listed below, organised first by point of use and second by application. The trademarks and registered marks noted below are owned by
Trinity Biotech.
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Point-Of-Care
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Clinical Laboratory
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Infectious Diseases
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Infectious Diseases
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Haemoglobin
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Autoimmune
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Clinical Chemistry
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Blood Bank Screening
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UniGold
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MarDx
®
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Premier
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ImmuBlot
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EZ
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Captia
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Recombigen
®
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MarBlot
®
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Ultra
2TM
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ImmuGlo
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ImmuLisa
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OTOblot
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Trinity Biotech also sells raw materials to the life sciences industry and research institutes globally through its
wholly owned subsidiary, Benen Trading Ltd., trading as Fitzgerald Industries.
Trinity Biotech sells its products through its direct sales
organisations in the United States, Brazil and to an extent the United Kingdom, France and Germany and through its network of principal distributors and
non-governmental
bodies into approximately 100 countries
globally.
Point-of-Care
(POC)
Point-of-care
refers to diagnostic tests which are
carried out in the presence of the patient.
Uni-Gold HIV
We believe that Trinity Biotech makes a very significant contribution to the global effort to meet the challenge of human
immuno-deficiency
virus, or HIV, with its
principal product, Uni-Gold HIV. In Africa, Uni-Gold HIV has been used for several years in voluntary counselling and testing centres in the
sub-Saharan
region where it provides a cornerstone to
early detection and treatment intervention.
In the U.S., the Centers for Disease Control (CDC) recommend the use of rapid tests
to control the spread of HIV/AIDS. As part of this, Uni-Gold HIV is used in public health facilities, hospitals and other outreach facilities.
During 2013, Trinity Biotech received approval from the FDA for a
HIV-2
claim for the Uni-Gold Recombigen
®
product. The approval increases the sales potential of the Uni-Gold Recombigen
®
product in the United States as this product can now participate in certain health programs previously not open to it and compete more effectively in the hospital
market.
The Future of
Point-Of-Care
at Trinity Biotech
Point-of-care
is strategically key to the growth of
Trinity. During 2013, Trinity Biotech introduced Uni-Gold S. pneumoniae,
Uni-Gold
Legionella, Uni-Gold C. difficile
and Uni-Gold Syphilis. All of these products are
Conformité Européenne (CE) marked and we will concentrate on international markets. Future additions to this portfolio will include Malaria and HIV
.
These new
point-of-care
products will be sold through Trinity Biotechs sales and marketing organisation to clinical
and reference laboratories directly in the United Kingdom, France and Germany and through independent distributors and strategic partners in other countries.
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Clinical Laboratory
Trinity Biotech supplies the clinical laboratory segment of the
in-vitro
diagnostic market with a range of diagnostic tests and instrumentation which detect:
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Haemoglobin, haemoglobin variants and glycated haemoglobin used in monitoring diabetes, and
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Trinity Biotech also supplies this market with reagent products and other products through its clinical chemistry business.
Infectious Diseases
Trinity Biotech
manufactures products for niche and specialised applications in infectious diseases. The products are used with patient samples and the results generated help physicians to guide diagnosis for a broad range of infectious diseases. The key disease
areas that Trinity Biotech serves include:
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sexually transmitted diseases, including Syphilis and Herpes simplex virus,
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respiratory infections, including legionella,
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Epstein Barr virus, and
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other viral pathogens, including measles, mumps, rubella and varicella.
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Trinity Biotech develops, manufactures and distributes products in
enzyme-linked
immunosorbent (ELISA), western blot (WB) and cytotoxicity
assay formats for the diagnosis of infectious diseases. As a complement to the product range, the automation offering includes ELISA and western blot processors.
The vast majority of the infectious diseases product line of Trinity Biotech is FDA cleared for sale in the United States and CE marked in Europe. Products are sold in approximately 100 countries, with
the focus on the Americas, Europe and Asia. The infectious disease products are sold through the sales and marketing organisation of Trinity Biotech to clinical and reference laboratories directly in the U.S. and U.K. and through independent
distributors and strategic partners in other countries.
Diabetes and haemoglobinapothies
Trinity Biotech manufactures products for
in-vitro
diagnostic testing for haemoglobin A1c (HbA1c) used
in the monitoring and diagnosis of diabetes, as well identifying those who are at a high risk of developing diabetes
(pre-diabetic).
The Premier Hb9210 uses patented boronte affinity technology to test for
HbA1c which is a measure of a patients average blood sugar control over the last two to three months. It is a highly accurate biomarker available for the diagnosis of diabetes and is a strong indicator of a diabetics glycemic control.
HbA1c is also used to identify those at risk of becoming diabetic; often referred to as impaired glucose tolerance.
Trinity Biotech
manufactures its own A1c instrument, the Premier Hb9210, which was launched in Europe and obtained FDA approval in late 2011. Trinity Biotech distributes Premier Hb9210 through its European partner Menarini Diagnostics. In the USA and Brazil,
Trinity Biotech sells the Premier Hb9210 through its direct sales organisation. The Premiers unique features, cost structure and core technology enables it to compete in most economies and settings.
Trinity Biotech also develops and commercialises products for haemoglobin variants, primarily through the Ultra
2
instrument. This is used for the detection of haemoglobinapothies.
Haemoglobinapothies are genetic defects that result in abnormal structure of the haemoglobin molecule. Haemoglobinapathies include sickle-cell diseases, alpha and beta thalassemia and are amongst the most common genetic disorders in the world.
Trinity Biotech launched its next generation Haemoglobinapothy Ananalyzer in June 2016. The Premier Resolution was launched in Europe and the
Middle East after undergoing rigorous and successful field trial. In 2017 the Resolution will be introduced in the USA with FDA approval expected in the first half of the year. The Resolution uses an internally developed column as well as state of
the art hardware innovations in order to provide unparalleled detection of variants. It is a best in class analyser that will enable Trinity to expand upon its leading position as a key supplier to this highly specialised segment.
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The
point-of-care
segment of
the HbA1c market is addressed by the
Tri-stat
system. The
Tri-stat
offers rapid, precise analysis in a simple and highly cost effective manner. Using boronate affinity
technology and a two phase optical system, three samples can be analysed simultaneously and all three results reported in just 10 minutes. In 2017, a new, second generation
Tri-stat
analyser will be launched
outside of the US market.
There is an increasing trend towards laboratory and workstation consolidation. This is happening for a number of
reasons, including labour cost constraints, complete information integration and a rapid migration towards Point of Care and/or Total Laboratory Automation (TLA). Trinity Biotech is launching a TLA solution by incorporating the Premier instrument
into the FlexLab track system. This will allow the company to penetrate the higher-volume market segment.
Autoimmune Diseases
Autoimmune diseases are diseases that involve immune responses of a body against its own cells and tissues.
In 2013, Trinity Biotech acquired Immco Diagnostics, an autoimmunity company known for novel assay development and impactful contributions to autoimmune
disease diagnostic research.
Immco develops, manufactures and distributes products in the following formats for diagnosis of autoimmune
diseases:
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line immunoassay (LIA).
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As a complement to the product range, the automation offering includes ELISA and IFA processors and the IFA reading system, iSight.
The Immco products are a seamless fit for the instrumentation platforms that Trinity Biotech continues to market for ELISA and WB assays. The majority of
Immcos product line is FDA cleared for sale in the U.S. and CE marked in Europe.
The Immco product line addresses the high growth,
lower throughput, speciality autoimmune segment, where competition is limited. The principal autoimmune conditions in this segment are rheumatoid arthritis, vasculitis, lupus, celiac and Crohns disease, ulcerative colitis, neuropathy,
Hashimotos disease and Graves disease.
The Immco products are sold through Trinity Biotechs sales and marketing
organisation to clinical and reference laboratories directly in the U.S. and via distributors in other countries. Menarini Diagnostics, a European market leader in autoimmune testing, distributes Immco products in the key European markets.
The diagnostic product line is complemented by Immcos New York state licensed reference laboratory offering specialised services in
diagnostic immunology, pathology and immunogenetics, and is marketed to U.S.-based reference laboratories and hospitals.
Clinical
Chemistry
The speciality clinical chemistry business of Trinity Biotech includes reagent products such as ACE, bile acids, lactate,
oxalate and
glucose-6-phosphate
dehydrogenase (G6PDH) that are clearly differentiated in the marketplace. These products are suitable for both manual and
automated testing and have proven performance in the diagnosis of many disease states from liver and kidney disease to G6PDH deficiency which is an indicator of haemolytic anaemia.
Blood Bank Screening
Trinity Biotechs blood bank screening business was
acquired from Lab21 Ltd in July 2013. The business unit manufactures a number of products to screen donated blood for transfusion-transmissible infections.
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The World Health Organisation estimates that there were 107 million blood donations in 2011 and half of
these were within high income countries. In these countries it is mandatory to screen for HIV, HBV, HCV and Syphilis by nucleic acid or immunoassay testing and the WHO recommends testing for other pathogens (e.g. CMV, malaria, chagas and HTLV) based
on territory.
Trinity Biotech manufactures
enzyme-linked
immunosorbent (ELISA), for the
detection of Syphilis, CMV and malaria. These products are sold through distributor sales channels and are manufactured under original equipment manufacturer agreements for other major third party diagnostic companies. The business is not currently
operating in the United States.
Sales and Marketing
Trinity Biotech sells its product through its own direct sales force in the United States. Our sales team in the United States is responsible for marketing and selling the Trinity Biotech range of
point-of-care,
infectious diseases, Haemoglobins, autoimmune and clinical chemistry products.
Through its international sales and marketing organisation, which is located in Ireland, Trinity Biotech sells:
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Its Clinical Chemistry product range directly to hospitals and laboratories in Germany and France;
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Infectious Diseases and Clinical Chemistry product ranges directly to hospitals and laboratories in the UK; and
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All product lines through independent distributors and strategic partners in a further 100 countries.
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Competition
The diagnostic
industry is very competitive. There are many companies, both public and private, engaged in the sale of medical diagnostic products and diagnostics-related research and development, including a number of well-known pharmaceutical and chemical
companies. Competition is based primarily on product reliability, customer service and price. Innovation in the market is rare but significant advantage can be made with the introduction of new disease markers or innovative techniques with patent
protection.
The Groups competition includes several large companies such as, but not limited to: Abbott Diagnostics, Arkray,
Bio-Rad,
Diasorin Inc., Euroimmun, Johnson & Johnson, OraSure Technologies Inc., Phadia, Roche Diagnostics, Siemens (from the combined acquisitions of Bayer, Dade-Behring and DPC), Thermo Fisher, Tosoh and
Werfen.
Patents and Licences
Patents
Many of Trinity Biotechs tests are not protected by specific patents, due to
the significant cost of putting patents in place for Trinity Biotechs wide range of products. However, Trinity Biotech believes that substantially all of its tests are protected by proprietary
know-how,
manufacturing techniques and trade secrets.
From
time-to-time,
certain companies have asserted exclusive patent, copyright and other intellectual property rights to technologies that are important to the industry in
which Trinity Biotech operates. In the event that any of such claims relate to its planned products, Trinity Biotech intends to evaluate such claims and, if appropriate, seek a licence to use the protected technology. There can be no assurance that
Trinity Biotech would, firstly, be able to obtain licences to use such technology or, secondly, obtain such licences on satisfactory commercial terms. If Trinity Biotech or its suppliers are unable to obtain or maintain a licence to any such
protected technology that might be used in Trinity Biotechs products, Trinity Biotech could be prohibited from marketing such products. It could also incur substantial costs to redesign its products or to defend any legal action taken against
it. If Trinity Biotechs products should be found to infringe protected technology, Trinity Biotech could also be required to pay damages to the infringed party.
Licences
Trinity Biotech has entered into a number of key licensing arrangements including
the following:
In 2013, Trinity Biotech entered into a licence agreement with a leading market participant, giving the Group a
non-exclusive,
worldwide licence access to a significant
HIV-2
patent portfolio for the purpose of making, using and selling a HIV test kit, subject to certain limitations.
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In 2012, Trinity Biotech entered into a licence agreement with the CDC in Atlanta, Georgia, United States
for the rights to use Cardiolipin and other immunoassays and mechanisms in developing and producing a Syphilis rapid test.
In 2006, Trinity
Biotech entered into a new licence agreement with Inverness Medical Innovations (IMI) to IMIs updated broad portfolio of lateral flow patents, which expanded the field of use to include over the counter (OTC) for HIV
products, thus ensuring Trinity Biotechs freedom to operate in the lateral flow market with its UniGold technology. As a platform technology, the lateral flow licences obtained from Inverness Medical Innovations also apply to new
Point-of-Care
tests developed at our Carlsbad facility.
In 2005,
Trinity Biotech obtained a licence from the University of Texas for the use of certain Lyme disease antigens, thus enabling the inclusion of these antigens in the Groups Lyme diagnostic products.
On December 19, 1999 Trinity Biotech obtained a
non-exclusive
commercial licence from the National Institute
of Health (NIH) in the United States for NIH patents relating to the general method of producing
HIV-1
in cell culture and methods of serological detection of antibodies to
HIV-1.
Each of the key licensing arrangements disclosed under this subheading terminates on the date
expiration or adjudication of invalidity or unenforceability of the last of the particular licensed patents covered by the respective agreement. Each licensor has the right to terminate the arrangement in the event of
non-performance
by Trinity Biotech. The key licensing arrangements, with the exception of the agreement entered into in 2013 which provides for the payment of a lump sum licence fee, require the Group to pay a
royalty to the licence holder which is based on sales of the products which utilise the relevant technology being licensed. The royalty rates vary from 1.6% to 12.5% of sales. The total amount paid by Trinity Biotech under key licensing arrangements
in 2016 was US$516,000 (2015: US$846,000).
Government Regulation
The research, development, preclinical and clinical testing, as well as the manufacture, labelling, marketing, sales, record-keeping, advertising, distribution, and promotion of Trinity Biotechs
products are subject to extensive and rigorous government regulation in the United States and in other countries in which Trinity Biotechs products are sought to be marketed.
The process of obtaining authorisation to market our products varies, depending on the product categorisation and the country, from merely notifying the authorities of intent to sell, to lengthy formal
approval procedures which often require detailed laboratory and clinical testing and other costly and time-consuming processes. The main regulatory bodies which require extensive clinical testing are the FDA in the United States, the Health Product
Regulatory Authority (as the authority over Trinity Biotech in Europe) and Health Canada.
The process in each country varies considerably
depending on the nature of the test, the perceived risk to the user and patient, the facility at which the test is to be used and other factors. As 62% of Trinity Biotechs 2016 revenues were generated in the Americas (with a large
concentration of this in the United States) and as the United States represents a substantial proportion of the worldwide diagnostics market, an overview of FDA regulation has been included below.
Food and Drug Administration
All of our
products sold in the United States are medical devices subject to the Federal Food, Drug, and Cosmetic Act (FDCA), as implemented and enforced by the U.S. Food and Drug Administration (FDA). Certain products sold in the
United States require FDA clearance to market under Section 510(k) of the FDCA. Other products sold in the United States require premarket approval (PMA) to market.
Failure by us or by our suppliers to comply with applicable regulatory requirements can result in enforcement action by the FDA or other regulatory authorities, which may result in sanctions including,
but not limited to:
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untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;
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unanticipated expenditures to address or defend such actions
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customer notifications for repair, replacement, refunds;
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recall, detention or seizure of our products;
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operating restrictions or partial suspension or total shutdown of production;
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refusing or delaying our requests for 510(k) clearance or premarket approval of new products or modified products;
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operating restrictions;
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withdrawing 510(k) clearances or PMA approvals that have already been granted;
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refusal to grant export approval for our products; or
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The
FDA governs the following activities that we perform or that are performed on our behalf, to ensure that medical products distributed domestically or exported internationally are safe and effective for their intended uses:
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product design, development and manufacture;
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product safety, testing, labeling and storage;
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record keeping procedures;
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product marketing, sales and distribution; and
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post-marketing surveillance, complaint handling, medical device reporting, reporting of deaths, serious injuries or device malfunctions and repair or
recall of products.
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FDA premarket clearance and approval requirements
Access to U.S. Market.
Each medical device that Trinity Biotech may wish to commercially distribute in the U.S. will require either
pre-market
notification (more commonly known as 510(k)) clearance or approval of a
pre-market
approval (PMA) application prior to commercial distribution, unless
specifically exempt. Under the FDCA, medical devices are classified into one of three classes Class I, Class II or Class III depending on the degree of risk associated with each medical device and the extent of control
needed to ensure safety and effectiveness. Class I devices are those for which safety and effectiveness can be assured by adherence to FDAs general regulatory controls for medical devices, which include compliance with the applicable
portions of the FDAs Quality System Regulation (QSR), facility registration and product listing, reporting of adverse medical events, and appropriate, truthful and
non-misleading
labeling,
advertising, and promotional materials (the General Controls). Some Class I devices also require premarket clearance by the FDA through the 510(k) premarket notification process described below.
Class II devices are subject to FDAs general controls, and any other special controls as deemed necessary by the FDA to ensure the safety and
effectiveness of the device. Premarket review and clearance by the FDA for Class II devices is accomplished through the 510(k) premarket notification process. Unless a specific exemption applies, 510(k) premarket notification submissions are
subject to user fees.
Devices deemed by the FDA to pose the greatest risk, such as life sustaining, life-supporting or implantable devices,
or devices deemed not substantially equivalent to a previously 510(k)-cleared device are categorised as Class III, requiring approval of a PMA.
510(k) Clearance Pathway
. When a 510(k) clearance is required, Trinity Biotech must submit a
pre-market
notification demonstrating that the proposed device
is substantially equivalent to a previously cleared 510(k) device, a device that was in commercial distribution before May 28, 1976 for which the U.S. Food and Drug Administration has not yet called for the submission of
pre-market
approval applications, or is a device that has been reclassified from Class III to either Class II or I. By regulation, the FDA is required to clear or deny a 510(k) premarket notification
within 90 days of submission of the application. As a practical matter, clearance may take longer. As a practical matter, the FDAs 510(k) clearance pathway usually takes from 3 to 12 months, but it can take longer, and clearance is never
assured. Although many 510(k)
pre-market
notifications are cleared without clinical data, in some cases, the U.S. Food and Drug Administration requires significant clinical data to support substantial
equivalence. In reviewing a
pre-market
notification, the FDA may request additional information, including clinical data, which may significantly prolong the review process.
After a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a major
change in its intended use, requires a new 510(k) clearance or could even require a PMA approval, if the change raises complex or novel scientific issues or the product has a new intended use.
The FDA requires each manufacturer to make this determination initially, but the FDA may review any such decision and may disagree with a
manufacturers determination.
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If the FDA disagrees with a manufacturers determination, the FDA may require the manufacturer to cease
marketing and/or recall the modified device until 510(k) clearance or
pre-market
approval is obtained. We have modified aspects of some of our devices since receiving regulatory clearance. Some of those
modifications we believe could not significantly affect the safety or efficacy of the device, and therefore, we believe new 510(k) clearances or
pre-market
approvals are not required. We have also obtained new
510(k) clearances from the FDA for other modifications to our devices.
In the future, we may make additional modifications to our products
after they have received FDA clearance or approval, and in appropriate circumstances, determine that new clearance or approval is unnecessary.
However, the FDA may disagree with our determination and if the FDA requires us to seek 510(k) clearance or
pre-market
approval for any modifications to a previously cleared product, we may be required to cease marketing or recall the modified device until we obtain the required clearance or approval. Under these
circumstances, we may also be subject to significant regulatory fines or other penalties. In addition, the FDA continues to evaluate the 510(k) process and may make substantial changes to industry requirements, including which devices are eligible
for 510(k) clearance, the ability to rescind previously granted 510(k)s and additional requirements that may significantly impact the process.
PMA Approval Pathway
. A device that does not qualify for 510(k) clearance generally will be placed in class III and required to obtain PMA
approval, which requires proof of the safety and effectiveness of the device to the FDAs satisfaction for its intended use. A PMA application must provide extensive technical, preclinical and clinical trial data and also information about the
device and its components regarding, among other things, device design, manufacturing and labelling. In addition, an advisory panel made up of clinicians and/or other appropriate experts from outside the FDA is typically convened to evaluate the
application and make recommendations to the FDA as to whether the device should be approved.
Although the FDA is not bound by the advisory
panel decision, the panels recommendation is important to the FDAs overall decision making process. The PMA approval pathway is more costly, lengthy and uncertain than the 510(k) clearance process. After a premarket approval application
is sufficiently complete, the FDA will accept the application and begin an
in-depth
review of the submitted information. By statute, the FDA has 180 days to review the accepted application,
although, generally, review of the application can take between one and three years, but it may take significantly longer. During this review period, the FDA may request additional information or clarification of information already provided. In
addition, the FDA will conduct a
pre-approval
inspection of the manufacturing facility to ensure compliance with Quality System Regulation, which imposes elaborate design development, testing, control,
documentation and other quality assurance procedures in the design and manufacturing process.
After approval of a PMA, a new PMA or PMA
supplement is required in the event of a modification to the device, its labelling or its manufacturing process. The FDA imposes substantial user fees for the submission and review of PMA applications. The FDA may approve a PMA application with
post-approval conditions intended to ensure the safety and effectiveness of the device including, among other things, restrictions on labelling, promotion, sale and distribution and collection of long-term
follow-up
data from patients in the clinical study that supported approval. Failure to comply with the conditions of approval can result in materially adverse enforcement action, including the loss or
withdrawal of the approval. New PMA applications or PMA supplements are required for significant modifications to the manufacturing process, labelling of the product and design of a device that is approved through the PMA process. PMA supplements
often require submission of the same type of information as the original PMA application, except that the supplement is limited to information needed to support any changes from the device covered by the original PMA application, and may not require
as extensive clinical data or the convening of an advisory panel.
Clinical Studies
Devices that have not received FDA approval or clearance and are used in clinical trials are considered to be and must be labeled as investigational
devices. FDA regulates these products under the IDE regulations. (See 21 C.F.R. § 812.)
Per the IDE regulations, clinical studies that
involve investigational devices are divided into two categories, based on the type of device. Studies of devices considered by the agency to present a significant risk require prior approval by an Institutional Review Board (IRB),
informed consent of patients, and FDA approval of an IDE application, which details in part the clinical study protocol, pursuant to 21 C.F.R. § 812.
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A significant risk device study is defined as a study of a device that presents a potential for serious risk
to the health, safety, or welfare of a subject and falls into at least one of the following categories: (1) it is intended as an implant; (2) it is used in supporting or sustaining human life; (3) it is of substantial importance in
diagnosing, curing, mitigating or treating a disease, or otherwise prevents impairment of human health; or (4) it otherwise presents a potential for serious risk to the health, safety, or welfare of a subject. See 21 C.F.R. 812.3(m). Studies of
non-significant
risk investigational devices require IRB approval and informed consent; however, the sponsor of the study does not have to obtain FDA approval of an IDE application before beginning the study.
Most clinical studies of IVDs (all of which technically involve investigational use only (IUO) devices) are exempted from the IDE
regulation, so long as the IUO device and the study meet certain regulatory criteria. Specifically, devices are exempt from IDE requirements if they are intended for IUO and:
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Do not require an invasive sampling procedure that poses a significant risk;
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Do not introduce energy into a subject by design or intention;
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Are not to be used as a diagnostic procedure without confirmation of the diagnosis by another medically established diagnostic product or procedure;
and
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Comply with the labeling requirements for IUO devices, as outlined in 21 C.F.R. § 812.2(c)(3).
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If an IUO device does not meet all the requirements for exemption, studies involving that IUO device would be subject to the IDE regulations. The
majority of our products are exempt from the IDE regulation. However, we are required to have IRB approval prior to and during our clinical trials and must obtain informed consent from study participants.
Post-market Regulation
After the FDA
permits a device to enter commercial distribution, numerous regulatory requirements apply. These include:
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product listing and establishment registration, which helps facilitate FDA inspections and other regulatory action;
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Quality System Regulation, (QSR), which requires manufacturers, including third-party manufacturers, to follow stringent design, testing,
control, documentation and other quality assurance procedures during all aspects of the manufacturing process;
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labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or
off-label
use or indication;
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clearance of product modifications that could significantly affect safety or efficacy or that would constitute a major change in intended use of one of
our cleared devices;
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approval of product modifications that affect the safety or effectiveness of one of our approved devices;
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medical device reporting regulations, which require that manufacturers comply with FDA requirements to report if their device may have caused or
contributed to a death or serious injury, or has malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction of the device or a similar device were to recur;
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post-approval restrictions or conditions, including post-approval study commitments;
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post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data
for the device;
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the FDAs recall authority, whereby it can ask, or under certain conditions order, device manufacturers to recall from the market a product that
is in violation of governing laws and regulations;
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regulations pertaining to voluntary recalls; and
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notices of corrections or removals.
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We have registered our facilities with the FDA as medical device manufacturers. The FDA has broad post-market and regulatory enforcement powers. We are subject to announced and unannounced inspections by
the FDA to determine our compliance with the QSR and other regulations and these inspections may include the manufacturing facilities of our suppliers. If the FDA finds any failure to comply, the agency can institute a wide variety of enforcement
actions, ranging from a public warning letter to more severe sanctions such as fines, injunctions, and civil penalties; recall or seizure of products; the issuance of public notices or warnings; operating restrictions, partial suspension or total
shutdown of production; refusing requests for 510(k) clearance or PMA approval of new products; withdrawing 510(k) clearance or PMA approvals already granted; and criminal prosecution.
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Advertising and promotion of medical devices, in addition to being regulated by the FDA, are also regulated
by the Federal Trade Commission and by state regulatory and enforcement authorities. Recently, promotional activities for
FDA-regulated
products of other companies have been the subject of enforcement action
brought under healthcare reimbursement laws and consumer protection statutes. In addition, under the federal Lanham Act and similar state laws, competitors and others can initiate litigation relating to advertising claims. If the FDA determines that
our promotional materials or training constitutes promotion of an unapproved use, it could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance of an untitled letter,
a warning letter, injunction, seizure, civil fine or criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our promotional or training materials to constitute
promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, our reputation could be damaged and adoption of the
products would be impaired.
Furthermore, our products could be subject to voluntary recall if we or the FDA determine, for any reason, that
our products pose a risk of injury or are otherwise defective. Moreover, the FDA can order a mandatory recall if there is a reasonable probability that our device would cause serious adverse health consequences or death.
Unanticipated changes in existing regulatory requirements or adoption of new requirements could have a material adverse effect on the Group. Any failure
to comply with applicable QSR or other regulatory requirements could have a material adverse effect on the Groups revenues, earnings and financial standing.
There can be no assurances that the Group will not be required to incur significant costs to comply with laws and regulations in the future or that laws or regulations will not have a material adverse
effect upon the Groups revenues, earnings and financial standing.
Clinical Laboratory Improvement Amendments of 1988,
(CLIA)
Purchasers of Trinity Biotechs clinical diagnostic products and our reference laboratory in the United States
may be regulated under The Clinical Laboratory Improvements Amendments of 1988 and related federal and state regulations. CLIA is intended to ensure the quality and reliability of clinical laboratories in the United States by mandating specific
standards in the areas of personnel qualifications, administration and participation in proficiency testing, patient test management, quality control, quality assurance and inspections. The regulations promulgated under CLIA established three levels
of diagnostic tests (waived, moderately complex and highly complex) and the standards applicable to a clinical laboratory depend on the level of the tests it performs. Laboratories performing high complexity
testing are required to meet more stringent requirements than laboratories performing less complex tests. In addition, we and our customers are required to meet certain laboratory licensing requirements for states with regulations beyond CLIA. For
more information on state licensing requirements, see the sections entitled Government Regulation New York Laboratory Licensing and Government Regulation Other States Laboratory Licensing.
Under CLIA, a laboratory is any facility that performs laboratory testing on specimens derived from humans for the purpose of providing information for
the diagnosis, prevention or treatment of disease, or the impairment of or assessment of health.
CLIA requires that a laboratory hold a
certificate applicable to the type of laboratory examinations it performs and that it complies with, among other things, standards covering operations, personnel, facilities administration, quality systems and proficiency testing, which are intended
to ensure that clinical laboratory testing services are accurate, reliable and timely. Laboratories must register and list their tests with the Centers for Medicare & Medicaid Services, or CMS, the agency that oversees CLIA.
CLIA compliance and certification is also a prerequisite to be eligible to bill for services provided to governmental payor program beneficiaries and for
many private payors. CLIA is
user-fee
funded. Therefore, all costs of administering the program must be covered by regulated facilities, including certification and survey costs.
To renew our CLIA certificate, we are subject to survey and inspection every two years to assess compliance with program standards. We also may be
subject to additional unannounced inspections. Laboratories performing high complexity testing are required to meet more stringent requirements than laboratories performing less complex tests.
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CLIA requires full validation including accuracy, precision, specificity, sensitivity and establishment of a
reference range for any test used in clinical testing. The regulatory and compliance standards applicable to the testing we perform may change over time and any such changes could have a material effect on our business.
Federal Oversight of Laboratory Developed Tests and Research Use Only Products
Trinity Biotech supplies clinical laboratories with raw materials, such as reagent products, that may be used by clinical laboratories in clinical laboratory tests, which are regulated under CLIA, as well
as by applicable state laws. Although the FDA has statutory authority to assure that medical devices are safe and effective for their intended uses, the FDA has generally exercised its enforcement discretion and not enforced applicable regulations
with respect to laboratory developed tests, or LDTs. The FDA defines the term laboratory developed test as an in vitro diagnostic test that is intended for clinical use and designed, manufactured and used within a single laboratory.
Until 2014, the FDA exercised enforcement discretion such that it did not enforce provisions of the Food, Drug and Cosmetic Act with respect to LDTs. In July 2014, due to the increased proliferation of LDTs for complex diagnostic testing, and
concerns with several high-risk LDTs related to lack of evidentiary support for claims and erroneous results, the FDA issued guidance that, when finalized, would adopt a risk based framework that would increase FDA oversight of LDTs. As part of this
developing framework, FDA issued draft guidance in October 2014, informing Congress and manufacturers of LDTs of its intent to collect information from laboratories regarding their current LDTs and newly developed LDTs through a notification
process. The FDA will use this information to classify LDTs and to prioritize enforcement of premarket review requirements for categories of LDTs based on risk, using a public process. Specifically, FDA plans to use advisory panels to provide
recommendations to the agency on LDT risks, classification and prioritization of enforcement of applicable regulatory requirements on certain categories of LDTs, as appropriate.
Some products are for research use only (RUO), or for IUO. RUO and IUO products are not intended for human clinical use and must be properly labeled in accordance with FDA guidance. Claims for
RUOs and IUOs related to safety, effectiveness, or diagnostic utility or that it are intended for human clinical diagnostic or prognostic use are prohibited. In November 2013, the FDA issued guidance titled Distribution of In Vitro Diagnostic
Products Labeled for Research Use Only or Investigational Use OnlyGuidance for Industry and Food and Drug Administration Staff. This guidance sets forth the requirements to utilize such designations, labeling requirements and acceptable
distribution practices, among other requirements. Mere placement of an RUO or IUO label on an in vitro diagnostic product does not render the device exempt from otherwise applicable clearance, approval or other requirements. The FDA may determine
that the device is intended for use in clinical diagnosis based on other evidence, including how the device is marketed.
We cannot predict
the potential effect the FDAs current and forthcoming guidance on LDTs and IUOs/RUOs will have on our reagents or materials that we market to the life sciences industry, and that we may use in the development of assays in our reference
laboratory. We cannot be certain that the FDA might not promulgate rules or issue guidance documents that could affect our ability to sell these materials to the market. Should any of the reagents marketed by us to the life sciences industry and
used in conducting diagnostic services be affected by future regulatory actions, our business could be adversely affected by those actions.
We cannot provide any assurance that FDA regulation, including premarket review, will not be required in the future for LDTs that rely on our reagents or
through our reference laboratory, whether through additional guidance or regulations issued by the FDA, new enforcement policies adopted by the FDA or new legislation enacted by Congress.
Legislative proposals addressing oversight of LDTs were introduced in recent years and we expect that new legislative proposals will be introduced from time to time. It is possible that legislation could
be enacted into law or regulations or guidance could be issued by the FDA which may result in new or increased regulatory requirements.
Product Exports
Export of products
subject to 510(k) notification requirements, but not yet cleared to market, are permitted without FDA export approval, if statutory requirements are met. Unapproved products subject to PMA requirements can be exported to any country without prior
FDA approval provided, among other things, they are not contrary to the laws of the destination country, they are manufactured in substantial compliance with the QSR, and have been granted valid marketing authorisation in Australia, Canada, Israel,
Japan, New Zealand, Switzerland, South Africa or member countries of the European Union or of the European Economic Area (EEA). FDA approval must be obtained for exports of unapproved products subject to PMA requirements if these export
conditions are not met.
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There can be no assurance that Trinity Biotech will meet statutory requirements and/or receive required
export approval on a timely basis, if at all, for the marketing of its products outside the United States.
Healthcare Reform
The Protecting Access to Medicare Act of 2014 (PAMA), which was signed into law on April 1, 2014, significantly alters
the current payment methodology under the Medicare Clinical Laboratory Fee Schedule, or CLFS. Under PAMA, beginning January 1, 2016, clinical laboratories must report laboratory test contracted payment data for each Medicare-covered clinical
diagnostic laboratory test that it furnishes during a time period to be defined by future regulations, which we expect will cover the previous 12 months. The reported data must include the payment rate (reflecting all discounts, rebates, coupons and
other price concessions) and the volume of each test that was paid by each contracted private payor (including health insurance issuers, group health plans, Medicare Advantage plans and Medicaid managed care organisations). Beginning in 2017, the
Medicare payment rate for each clinical diagnostic lab test will be equal to the weighted median amount for the test from the most recent data collection period.
Other recent laws make changes impacting clinical laboratories, many of which have already gone into effect. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education
Reconciliation Act, collectively, the Affordable Care Act (ACA), enacted in March 2010, among other things:
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includes a reduction in the annual update factor used to adjust payments under the CLFS for inflation. This update factor reflects the consumer price
index for all urban consumers, or
CPI-U,
and the ACA reduces the
CPI-U
by 1.75% for the years 2011 through 2015. The Affordable Care Act also imposes a multifactor
productivity adjustment in addition to the
CPI-U,
which may further reduce payment rates;
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requires certain medical device manufacturers to pay an excise tax in an amount equal to 2.3% of the price for which such manufacturer sells its
medical devices that are listed with the FDA; and
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requires the coordination and promotion of research on comparative clinical effectiveness of different technologies and procedures, initiatives to
revise Medicare payment methodologies, such as bundling of payments across the continuum of care by providers and clinicians and initiatives to promote quality indicators in payment methodologies.
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The Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction,
tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislations automatic reduction (known as sequestration) to several
government programs. This included aggregate reductions to Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through
2024 unless additional Congressional action is taken.
Further, in February 2012, the Middle Class Tax Relief and Job Creation Act of
2012 was passed, which, among other things, reduced by 2% the 2013 Medicare CLFS and rebased payments at the reduced rate for subsequent years. Overall, when adding this 2% reduction to the ACAs 1.75% reduction to the update factor and the
productivity adjustment, the payment rates under the CLFS declined by 2.95% and 0.75% for 2013 and 2014, respectively.
This reduction does
not include the additional sequestration adjustment. Lastly, on January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, increased the statute of limitations period for the government to recover
overpayments to providers from three to five years.
State and Federal Privacy and Security Laws
Under the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical
Health Act, or collectively, HIPAA, the U.S. Department of Health and Human Services (HHS), has issued regulations to protect the privacy and security of individually identifiable health information, also known as protected health
information (PHI), held, used or disclosed by health care providers, such as our reference laboratory, and other covered entities.
HIPAA also regulates standardisation of data content, codes and formats used in certain electronic health care transactions and standardisation of
identifiers for health plans and providers. HIPAA also governs patient access to laboratory test reports. Effective October 6, 2014, individuals (or their personal representatives, as applicable) have the right to access test reports directly
from laboratories and to direct that copies of those reports be transmitted to persons or entities designated by the individual. Penalties for violations of HIPAA regulations include civil and criminal penalties.
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In addition to federal privacy regulations, there are a number of state laws governing the privacy,
confidentiality and security of individually identifiable health information and other personal information that are applicable to our business. Where these state laws are stricter than the requirements imposed by HIPAA or impose different or
additional requirements than HIPAA, we may be subject to additional restrictions and liability above and beyond HIPAAs requirements.
The laws governing privacy and security of health information and other personal information are rapidly changing and new laws governing privacy and
security may be adopted in the future as well. We can provide no assurance that we are or will remain in compliance with diverse privacy and security requirements in all of the jurisdictions in which we do business or process personal information,
or in which our patients reside, or that we will be able to keep up with the cost of complying with new or additional requirements. Failure to comply with privacy and security requirements could result in damage to our reputation, adversely affect
customer or investor confidence in us and reduce the demand for our services from existing and potential customers. In addition, we could face litigation, penalties and regulatory actions including civil or criminal penalties and significant costs
for compliance with new or changing requirements, all of which could generate negative publicity and which could have a materially adverse effect on our business.
Federal and State Anti-Kickback Laws
The Federal Anti-Kickback Statute makes it a felony
for a person or entity, including a laboratory, to knowingly and wilfully offer, pay, solicit or receive any remuneration, directly or indirectly, to induce or in return for either the referral of an individual or the purchase, lease or order, or
arranging for the purchase, lease or order, of items, services or other business that is reimbursable under any federal health care program, including Medicare and Medicaid. Courts have stated that an arrangement may violate the Anti-Kickback
Statute if any one purpose of the arrangement is to encourage patient referrals or other federal health care program business, regardless of whether there are other legitimate purposes for the arrangement. In addition, a person or entity does not
need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. The definition of remuneration has been broadly interpreted to include anything of value, including for example, gifts,
discounts, the furnishing of supplies or equipment, credit arrangements, payments of cash, waivers of payments, ownership interests and providing anything at less than its fair market value. The Anti-Kickback Statute is broad and prohibits many
arrangements and practices that are lawful in businesses outside of the healthcare industry.
Recognising that the Anti-Kickback Statute may
technically prohibit innocuous or beneficial arrangements within the healthcare industry, HHS has issued a series of regulatory safe harbours. Although full compliance with these safe harbours protects health care providers and other parties against
prosecution under the federal Anti-Kickback Statute, the failure of a transaction or arrangement to fit within a specific safe harbour does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the federal
Anti-Kickback Statute will be pursued. Instead, the legality of the arrangement will be evaluated on a
case-by-case
basis based on a cumulative review of all of its
facts and circumstances. Penalties for the Federal Anti-Kickback Statute violations are severe and include imprisonment, criminal fines, civil money penalties and exclusion from participation in federal health care programs.
Federal and state law enforcement authorities scrutinise arrangements between health care entities or providers and potential referral sources to ensure
that the arrangements are not designed as a mechanism to induce patient care referrals or induce the purchase or prescribing of particular products or services.
The law enforcement authorities, the courts and Congress have also demonstrated a willingness to look behind the formalities of a transaction to determine the underlying purpose of payments between health
care providers or entities and actual or potential referral sources.
Many states have also adopted statutes similar to the federal
Anti-Kickback Statute, some of which apply to payments in connection with the referral of patients for healthcare items or services reimbursed by any source, not only governmental payor programs. There can be no assurance that our relationships with
physicians, hospitals, clinical laboratories and other customers will not be subject to investigation or challenge under such laws.
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Physician Self-Referral Prohibitions
In addition to the Anti-Kickback Statute, a federal law directed at physician self-referral, commonly known as the Stark Law, prohibits, among other things, physicians who personally or
through an immediate family member, have a financial relationship, including an investment, ownership or compensation relationship with an entity, including clinical laboratories, from referring Medicare patients to that entity for designated health
services, which include clinical laboratory services, unless an exception applies. In addition, the clinical laboratory is prohibited from billing for any tests performed pursuant to a prohibited referral. Recent court cases have extended the Stark
laws prohibition to referral of Medicaid patients as well. A person who engages in a scheme to circumvent the Stark Laws referral prohibition may be fined up to US$100,000 for each such arrangement or scheme. In addition, any person who
presents or causes to be presented a claim to the Medicare or Medicaid programs in violation of the Stark Law is subject to civil monetary penalties of up to US$15,000 per bill submission, an assessment of up to three times the amount claimed and
possible exclusion from participation in federal governmental payor programs. Bills submitted in violation of the Stark Law may not be paid by Medicare or Medicaid and any person collecting any amounts with respect to any such prohibited bill is
obligated to refund such amounts. Many states also have anti- self-referral and other laws that are not limited to Medicare and Medicaid referrals.
Like the Anti-Kickback Statute, the Stark Law is broad in its application to health care transactions and arrangements. Accordingly, the Stark Law contains many exceptions, which protect certain
arrangements and transactions from the Stark Law penalties. The Stark Law is a strict liability statute, however, so intent is irrelevant,
i.e.,
a physicians financial relationship with a laboratory must meet an exception under the
Stark Law, or the referrals are prohibited. Thus, unlike the Anti-Kickback Statutes safe harbours, if a laboratorys financial relationship with a referring physician does not meet the requirements of a Stark Law exception, then the
physician is prohibited from making Medicare and Medicaid referrals to the laboratory and any such referrals will result in overpayments to the laboratory and subject the laboratory to the Stark Laws penalties. Many states have also adopted
statutes similar to the Stark Law, some of which apply to payments in connection with the referral of patients for healthcare items or services reimbursed by any source, not only governmental payor programs.
Civil Monetary Penalties Law
The
federal Civil Monetary Penalties Law, among other things, prohibits the offering or giving of remuneration, including the provision of free items and services, to a Medicare or Medicaid beneficiary that the person knows or should know is likely to
influence the beneficiarys selection of a particular supplier of items or services reimbursable by a federal or state governmental program. Violations could lead to civil money penalties of up to $10,000 for each wrongful act, assessment of
three times the amount claimed for each item or service and exclusion from the federal healthcare programs.
Other Federal and State Fraud
and Abuse Laws
In addition to the requirements discussed above, several other health care fraud and abuse laws apply to our business. For
example, provisions of the Social Security Act permit Medicare and Medicaid to exclude an entity that charges the federal health care programs substantially in excess of its usual charges for its services. The terms usual charge and
substantially in excess are ambiguous and subject to varying interpretations.
HIPAA also created federal criminal statutes that
prohibit, among other actions, knowingly and willfully executing or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, and knowingly and willfully falsifying, concealing or covering up a
material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the Anti-Kickback Statute, a person or entity does not need to have
actual knowledge of these statutes or specific intent to violate them in order to have committed a violation.
A violation of each of these
statutes is a felony and may result in fines, imprisonment or exclusion from governmental payor programs. Many states have similar statutes that may carry significant penalties.
The Federal False Claims Act prohibits a person from knowingly submitting a claim, making a false record or statement in order to secure payment or retaining an overpayment by the federal government.
Actions which violate the Anti-Kickback Statute or Stark Law also incur liability under the False Claims Act. In addition to actions initiated by the government itself, the statutes qui tam provisions authorise actions to be
brought on behalf of the federal government by a private party having knowledge of the alleged fraud.
39
Because the complaint is initially filed under seal, the action may be pending for some time before the
defendant is even aware of the action. If the government is ultimately successful in obtaining redress in the matter or if the plaintiff succeeds in obtaining redress without the governments involvement, then the plaintiff will receive a
percentage of the recovery.
When an entity is determined to have violated the False Claims Act, it may be required to pay up to three times
the actual damages sustained by the government, plus civil penalties ranging from $5,500 to $11,000 for each separate false claim, exclusion from participation in federal health care programs and criminal penalties. Several states have also adopted
comparable state false claims act, some of which apply to all payors.
The ACA, among other things, also imposed new reporting requirements on
manufacturers of certain devices, drugs and biologics for certain payments and transfers of value by them and in some cases their distributors to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and
their immediate family members.
New York Laboratory Licensing
Because our reference laboratory located in New York receives specimens from New York State, our clinical reference laboratory is required to be licensed under New York laws and regulations, which
establish standards for, among other things:
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day-to-day
operation of a clinical laboratory, including training and
skill levels required of laboratory personnel;
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physical requirements of a facility;
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validation and quality control.
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New York law also mandates proficiency testing for laboratories licensed under New York state law, regardless of whether such laboratories are located in New York. If a laboratory is out of compliance
with New York statutory or regulatory standards, the state regulatory agency may suspend, limit, revoke or annul the laboratorys New York license, censure the holder of the license or assess civil money penalties. Statutory or regulatory
noncompliance may result in a laboratorys operator being found guilty of a misdemeanor under New York law. The state regulatory agency also must approve any LDT before the test is offered in New York. Should we be found out of compliance with
New York laboratory requirements, we could be subject to such sanctions, which could harm our business. We cannot provide assurance that the state will at all times find us to be in compliance with applicable laws.
Other States Laboratory Licensing
In addition to New York, other states including California, Florida, Maryland, Pennsylvania and Rhode Island, require licensing of
out-of-state
laboratories under certain circumstances. From time to time, we may become aware of other states that require
out-of-state
laboratories to obtain licensure in order to accept specimens from the state and it is possible that other states do have such requirements or will have such requirements in the future.
Regulation outside the United States
Distribution of Trinity Biotechs products outside of the United States is also subject to foreign regulation. Each countrys regulatory requirements for product approval and distribution are
unique and may require the expenditure of substantial time, money, and effort. In Ireland, the relevant regulatory authority is the Health Products Regulatory Authority.
There can be no assurance that new laws or regulations will not have a material adverse effect on Trinity Biotechs business, financial condition, and results of operation. The time required to
obtain needed product approval by particular foreign governments may be longer or shorter than that required for FDA clearance or approval. There can be no assurance that Trinity Biotech will receive on a timely basis, if at all, any foreign
government approval necessary for marketing its products.
Organisational Structure
Trinity Biotech plc and its subsidiaries (the Group) is a manufacturer of diagnostic test kits and instrumentation for sale and distribution
worldwide.
40
Trinity Biotechs executive offices are located at Bray, Ireland while its research and development,
manufacturing and marketing activities are principally conducted at the following:
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Trinity Biotech Manufacturing Limited, based in Bray, Ireland;
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Clark Laboratories Inc, based in Jamestown, New York;
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MarDx Diagnostics Inc, based in Carlsbad, California;
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Primus Corporation, based in Kansas City;
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Biopool US Inc, based in Jamestown, New York;
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Immco Diagnostics Inc, based in Amherst and Buffalo, New York;
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Nova Century Scientific Inc, based in Burlington, Canada; and
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Trinity Biotech Brazil based in Sao Paulo.
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The Groups distributor of raw materials for the life sciences industry, Benen Trading Ltd (trading as Fitzgerald Industries), is based in Bray, Ireland and Acton, Massachusetts, USA.
For a more comprehensive schedule of the subsidiary undertakings of the Group please refer to Item 18, Note 32 to the consolidated financial statements.
Property, Plant and Equipment
Trinity Biotech has five manufacturing sites worldwide, four in the United States. (Buffalo and Jamestown, NY, Kansas City, MO and Carlsbad, CA), and one in Bray, Ireland. An additional facility is owned
in Burlington, Canada which serves as a distribution centre and also carries out some research and development activities.
The U.S. and Irish
facilities are each FDA registered and ISO certified facilities. As part of its ongoing commitment to quality, each Trinity Biotech facility was granted the latest ISO 9001 and ISO 13485 certification. This certification was granted by
internationally recognised notified bodies. This serves as external verification that Trinity Biotech has established an effective quality system in accordance with an internationally recognised standard. By having an established quality system
there is a presumption that Trinity Biotech will consistently manufacture products in a controlled manner. To achieve this certification, each Trinity Biotech facility performed an extensive review of the existing quality system and implemented any
additional regulatory requirements.
Trinity Biotech has entered into a number of related party transactions with JRJ Investments
(JRJ), a partnership currently owned by Mr OCaoimh and Dr Walsh, directors of the Company, and directly with Mr OCaoimh and Dr Walsh, to provide current and potential future needs for the Groups manufacturing and
research and development facilities, located in Bray, Ireland. In November 2004, Trinity Biotech entered into an agreement for a 25 year lease with JRJ, for 15,780 square feet of offices at an annual rent of 381,000 (US$427,000), payable from
2004. In December 2007, the Group entered into an agreement with Mr OCaoimh and Dr Walsh pursuant to which the Group took a lease on an additional 43,860 square foot manufacturing facility in Bray, Ireland at a total annual rent of
787,000 (US$860,000). See Item 7 Major Shareholders and Related Party Transactions.
Trinity Biotech USA operates from a 25,610
square foot FDA and ISO 9001 approved facility in Jamestown, New York. The facility was purchased by Trinity Biotech USA in 1994. Additional warehousing space is also leased in Jamestown, New York at an annual rental charge of US$161,000.
MarDx operates from two facilities in Carlsbad, California. The first facility comprises 21,436 square feet and is the subject of a five year
lease, renewed in 2015, at an annual rental cost of US$248,000. The second adjacent facility comprises 14,500 square feet and is the subject of a three year lease, renewed in 2015, at an annual rental cost of US$179,000.
Fiomi Diagnostics AB operates from a 15,500 square foot facility based in Uppsala, in Sweden. This facility is the subject of a 4 year operating lease
which expires at the end of 2017. The annual rent on this facility is 3,244,000 SEK (US$358,000). Trinity Biotech vacated this facility in 2017 due to withdrawal of its FDA submission and decision to close the Swedish operation. The liabilities
associated with the termination of this lease are included in the loss on discontinued operations for the year (see Item 18, Note 10).
Immco
Diagnostics Inc. operates from a 19,250 square foot facility and a 5,649 square foot facility in Buffalo, New York, subject to leases expiring in 2017. The annual rent for these facilities is US$559,000. An additional 5,120 square foot facility is
owned in Burlington, Canada.
41
Additional office and factory space is leased by the Group in Kansas City, Missouri, Acton, Massachusetts
and Sao Paulo, Brazil at an annual cost of US$104,000, US$94,000 and US$19,000 respectively.
At present we have sufficient productive
capacity to cover demand for our product range. We continue to review our level of capacity in the context of future revenue forecasts. In the event that these forecasts indicate capacity constraints, we will either obtain new facilities or expand
our existing facilities.
In relation to products produced at our facilities these are as follows:
Bray, Ireland
Point-of-Care/HIV,
Immunofluorescence and
Clinical Chemistry products are manufactured at this site.
Jamestown, New York
this site specializes in the production of
Microtitre Plate EIA products for infectious diseases and auto-immunity.
Carlsbad, California
this facility specialises in the
development and manufacture of products utilising Western Blot and lateral flow technology. Our suite of Lyme products is manufactured at this facility and our new Infectious Diseases
Point-of-Care
range are manufactured at this site.
Kansas
City, Missouri
this site is responsible for the manufacture of the Groups haemoglobin range of products.
Buffalo, New
York
these sites are responsible for the manufacture of autoimmune test kits and the majority of R&D activities for Immco Diagnostics, along with its reference laboratory business.
We are in material compliance with all environmental legislation, regulations and rules applicable in each jurisdiction in which we operate.
Item 4A
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Unresolved Staff Comments
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Not applicable.
42
Item 5
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Operating and Financial Review and Prospects
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Operating Results
Trinity
Biotechs consolidated financial statements include the attributable results of Trinity Biotech plc and all its subsidiary undertakings collectively. This discussion covers the years ended December 31, 2016, December 31, 2015 and
December 31, 2014, and should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form
20-F.
The financial statements have been prepared in
accordance with IFRS both as issued by the International Accounting Standards Board (IASB) and as subsequently adopted by the European Union (EU) (together IFRS). Consolidated financial statements are required by
Irish law to comply with IFRS as adopted by the EU which differ in certain respects from IFRS as issued by the IASB. These differences predominantly relate to the timing of adoption of new standards by the EU. However, as none of the
differences are relevant in the context of Trinity Biotech, the consolidated financial statements for the periods presented comply with IFRS both as issued by the IASB and as adopted by the EU.
Trinity Biotech has availed of the exemption under SEC rules to prepare consolidated financial statements without a reconciliation to U.S. generally
accepted accounting principles (U.S. GAAP) as at and for the three year period ended December 31, 2016 as Trinity Biotech is a foreign private issuer and the financial statements have been prepared in accordance with IFRS as issued
by the International Accounting Standards Board (IASB).
Overview
Trinity Biotech develops, manufactures and markets diagnostic test kits used for the clinical laboratory and
Point-of-Care
(POC) segments of the diagnostic market. These test kits are used to detect infectious diseases, sexually transmitted diseases, blood disorders and autoimmune disorders, as well as
monitoring and diagnosing diabetes and haemoglobin variants. The Group markets almost 850 different diagnostic products in approximately 100 countries. In addition, the Group manufactures its own and distributes third party infectious disease
diagnostic instrumentation. Trinity Biotech, through its Fitzgerald subsidiary, is a provider of raw materials to the life sciences industry.
Factors affecting our results
The global diagnostics market is growing due to, among other reasons, the ageing population and the increasing demand for rapid tests in a clinical
environment.
Our revenues are directly related to our ability to identify significant revenue-generating products while they are still in
development and to bring them to market quickly and effectively. Efficient and productive research and development is crucial in this environment as we, like our competitors, search for effective and cost-efficient solutions to diagnostic problems.
The growth in new technology will almost certainly have a fundamental effect on the diagnostics industry as a whole and upon our future development.
The comparability of our financial results for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 have been impacted by the decision to discontinue operations in Fiomi Diagnostics AB in
2016 following the withdrawal of the Troponin premarket submission to the U.S. Food and Drug Administration (see Item 18, Note 10). The Group also realised an impairment loss in 2016 as a result of the annual impairment review which found that the
market capitalization was significantly below the book value of its net assets as at December 31, 2016 (see Item 18, Note 13). The comparability of results have also been impacted by acquisitions made by the Group in two of the five years,
There were no acquisitions made in 2016, 2015 or 2014. In 2013, the Group acquired 100% of the common stock of Immco Diagnostics Inc. Immco specialises in the development, manufacture and sale of autoimmune test kits on a worldwide basis. In 2013,
the Group also acquired the blood bank screening business of Lab21 Ltd, a UK based company. The acquired business generates revenues from syphilis and malaria products. In 2012, the Group acquired 100% of the common stock of Fiomi Diagnostics AB.
For further information about the Groups principal products, principal markets and competition please refer to Item 4,
Information on the Company.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been
prepared in accordance with IFRS. The preparation of these financial statements requires us to make estimates and judgements that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities.
43
On an
on-going
basis, we evaluate our estimates, including those
related to intangible assets, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the critical accounting policies described below reflect our more significant judgements and estimates used in the preparation of our
consolidated financial statements.
Revenue Recognition
Goods sold and services rendered
Revenue from the sale of goods is recognised in
the statement of operations when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from products is generally recorded as of the date of shipment, consistent with our typical
ex-works
shipping terms. Where the shipping terms do not permit revenue to be recognised as of the date of shipment, revenue is recognised when the Group has satisfied all of its obligations to the customer in
accordance with the shipping terms.
Revenue, including any amounts invoiced for shipping and handling costs, represents the value of goods
supplied to external customers, net of discounts and excluding sales taxes.
Revenue from services rendered is recognised in the statement of
operations in proportion to the stage of completion of the transaction at the balance sheet date.
Revenue is recognised to the extent that it
is probable that economic benefit will flow to the Group, that the risks and rewards of ownership have passed to the buyer and the revenue can be measured. No revenue is recognised if there is uncertainty regarding recovery of the consideration due
at the outset of the transaction or the possible return of goods.
The Group leases instruments under operating and finance leases as
part of its business. In cases where the risks and rewards of ownership of the instrument pass to the customer, the fair value of the instrument is recognised as revenue at the commencement of the lease and is matched by the related cost of sale. In
the case of operating leases, revenue is recognised over the life of the lease.
Research and development expenditure
We
write-off
research and development expenditure as incurred, with the exception of expenditure on projects whose
outcome has been assessed with reasonable certainty as to technical feasibility, commercial viability and recovery of costs through future revenues. Such expenditure is capitalised at cost within intangible assets and amortised over its expected
useful life of 15 years, which commences when the product is launched.
In-process
research and
development (IPR&D) is tested for impairment on an annual basis, in the fourth quarter, or more frequently if impairment indicators are present, using projected discounted cash flow models. If IPR&D becomes impaired or is
abandoned, the carrying value of the IPR&D is written down to its revised fair value with the related impairment charge recognised in the period in which the impairment occurs. If the fair value of the asset becomes impaired as the result of
unfavourable data from any ongoing or future clinical trial, changes in assumptions that negatively impact projected cash flows, or because of any other information regarding the prospects of successfully developing or commercialising our programs,
we could incur significant charges in the period in which the impairment occurs. The valuation techniques utilised in performing impairment tests incorporate significant assumptions and judgments to estimate the fair value, as described above. The
use of different valuation techniques or different assumptions could result in materially different fair value estimates.
Factors which
impact our judgement to capitalise certain research and development expenditure include the degree of regulatory approval for products and the results of any market research to determine the likely future commercial success of products being
developed. We review these factors each year to determine whether our previous estimates as to feasibility, viability and recovery should be changed.
At December 31, 2016 the carrying value of capitalised development costs was US$46,966,000 (2015: US$89,244,000) (see Item 18, Note 13 to the consolidated financial statements). The decrease in 2016
was mainly as a result of an impairment loss charge of US$58,195,000. This charge was partially offset by additions of US$17,431,000 and amortisation of US$1,259,000.
44
Impairment of intangible assets and goodwill
Definite lived intangible assets are reviewed for indicators of impairment annually while goodwill and indefinite lived assets are tested for impairment annually, either individually or at the cash
generating unit level. Factors considered important, as part of an impairment review, include the following:
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Significant underperformance relative to expected, historical or projected future operating results;
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Significant changes in the manner of our use of the acquired assets or the strategy for our overall business;
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Obsolescence of products;
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Significant decline in our stock price for a sustained period; and
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Our market capitalisation relative to net book value.
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When we determine that the carrying value of intangibles,
non-current
assets and related goodwill may not be recoverable based upon the existence of one or more of
the above indicators of impairment, any impairment is measured based on our estimates of projected net discounted cash flows expected to result from that asset, including eventual disposition. Our estimated impairment could prove insufficient if our
analysis overestimated the cash flows or conditions change in the future.
Goodwill and other intangibles are subject to impairment testing on
an annual basis. The recoverable amount of each of the cash-generating units (CGU) is determined based on a
value-in-use
computation, which is the only
methodology applied by the Group and which has been selected due to the impracticality of obtaining fair value less costs to sell measurements for each reporting period. For the purpose of the annual impairment tests, goodwill is allocated to the
relevant CGU. The impairment test performed as at December 31, 2016 identified a total impairment loss of US$38,257,000 in five cash generating units (CGUs), of which US$28,390,000 has been recorded in the 2016 financial statements.
Refer to Item 18, Note 13 for further information.
The
value-in-use
calculations use cash flow projections based on the 2017 budget and projections for a further four years using projected revenue and cost growth rates of
between 1% and 13%.
At the end of the five year forecast period, terminal values for each CGU, based on a long term growth rate of 2%, are
used in the
value-in-use
calculations. The
value-in-use
represents the present value of
the future cash flows, including the terminal value, discounted at a rate appropriate to each CGU.
The key assumptions employed in arriving
at the estimates of future cash flows are subjective and include projected EBITDA, net cash flows, discount rates and the duration of the discounted cash flow model. The assumptions and estimates used were derived from a combination of internal and
external factors based on historical experience. The
pre-tax
discount rates used range from 13% to 36% (2015: 12% to 24%). Post tax discount rates have been calculated using external inputs such as prevailing
short and long term interest rates, a small stock premium, a stock beta and the corporate tax rates applicable to each CGU. The discount rates reflect the risk profile of each CGU. See Item 18, Note 13 to the consolidated financial statements for
further information.
The
value-in-use
calculation is subject
to significant estimation, uncertainty and accounting judgements and is particularly sensitive in the following areas;
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In the event that there was a reduction of 10% in the assumed level of future growth in revenues, which would represent a reasonably likely range of
outcomes, there would be an additional impairment loss recorded of US$2,256,000 at December 31, 2016.
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In the event there was a 10% increase in the discount rate used to calculate the potential impairment of the carrying values, which would represent a
reasonably likely range of outcomes, there would an additional impairment loss recorded of US$11,196,000 at December 31, 2016.
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Allowance for slow-moving and obsolete inventory
We evaluate the realisability of our
inventory on a
case-by-case
basis and make adjustments to our inventory provision based on our estimates of expected losses. We write off inventory that has reached its
use-by
date and for which no further
re-processing
can be performed. We also consider recent trends in revenues for various inventory items and instances where the
realisable value of inventory is likely to be less than its carrying value. Given the allowance is calculated on the basis of the actual inventory on hand at the particular balance sheet date, there were no material changes in estimates made during
2016, 2015 or 2014 which would have an impact on the carrying values of inventory during those periods, except as discussed below.
45
At December 31, 2016 our allowance for slow moving and obsolete inventory was US$10,017,000 which
represents approximately 23.51% of gross inventory value. This compares with US$4,822,000, or approximately 12.1% of gross inventory value, at December 31, 2015 and US$4,636,000, or approximately 12.1% of gross inventory value, at
December 31, 2014 (see Item 18, Note 16 to the consolidated financial statements). The estimated allowance for slow moving and obsolete inventory as a percentage of gross inventory has increased between 2016 and 2015 due primarily to the FDA
decision in relation to Fiomi and our decision to cull some old and declining product lines. In the case of raw materials and work in progress, the size of the provision has been based on expected future production of these products. Management
is satisfied that the assumptions made with respect to future sales and production levels of these products are reasonable to ensure the adequacy of this provision. In the event that the estimate of the provision required for slow moving and
obsolete inventory was to increase or decrease by 2% of gross inventory, which would represent a reasonably likely range of outcomes, then a change in allowance of US$852,000 at December 31, 2016 (2015: US$799,000) (2014: US$763,000) would
result.
Allowance for impairment of receivables
We make judgements as to our ability to collect outstanding receivables and where necessary make allowances for impairment. Such impairments are made based upon a specific review of all significant
outstanding receivables. In determining the allowance, we analyse our historical collection experience and current economic trends. If the historical data we use to calculate the allowance for impairment of receivables does not reflect the future
ability to collect outstanding receivables, additional allowances for impairment of receivables may be needed and the future results of operations could be materially affected. Given the specific manner in which the allowance is calculated, there
were no material changes in estimates made during 2016, 2015 or 2014 which would have an impact on the carrying values of receivables in these periods. At December 31, 2016, the allowance was US$3,171,000 which represents approximately 3.2% of
Group revenues. This compares with US$2,812,000 at December 31, 2015 which represented approximately 2.8% of Group revenues and to US$2,205,000 at December 31, 2014 which represented approximately 2.1% of Group revenues. The increase in
the allowance for impairment of receivables in the year ended December 31, 2016 was due to a general deterioration in the age of receivables. In the event that the estimate of impairment was to increase or decrease by 0.5% of Group revenues,
which would represent a reasonably likely range of outcomes, then a change in the allowance of US$498,000 at December 31, 2016 (2015: US$501,000) (2014: US$524,000) would result.
Accounting for income taxes
Significant judgement is required in determining our worldwide
income tax expense provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain.
Some of these uncertainties arise as a consequence of revenue sharing and cost reimbursement arrangements among related entities, the process of identifying items of revenue and expense that qualify for
preferential tax treatment and segregation of foreign and domestic income and expense to avoid double taxation. In addition, we operate within multiple taxing jurisdictions and are subject to audits in these jurisdictions. These audits can involve
complex issues that may require an extended period of time for resolution. Although we believe that our estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is
reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and profit in the period in which such determination is made. Deferred tax assets and liabilities are
determined using enacted or substantively enacted tax rates for the effects of net operating losses and temporary differences between the book and tax bases of assets and liabilities.
While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing whether deferred tax assets can be recognised, there is no assurance that these
deferred tax assets may be realisable.
The extent to which recognised deferred tax assets are not realisable could have a material adverse
impact on our income tax provision and net income in the period in which such determination is made. In addition, we operate within multiple taxing jurisdictions and are subject to audits in these jurisdictions. These audits can involve complex
issues that may require an extended period of time for resolution. In managements opinion, adequate provisions for income taxes have been made.
Item 18, Note 14 to the consolidated financial statements outlines the basis for the deferred tax assets and liabilities and includes details of the unrecognised deferred tax assets at year end. The
Group does not recognise deferred tax assets arising on unused tax losses except to the extent that there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity which will result in taxable
amounts against which the unused tax losses can be utilised before they expire.
46
Share-based payments
For equity-settled share-based payments (share options), the Group measures the services received and the corresponding increase in equity at fair value at the measurement date (which is the grant date)
using a trinomial model. Given that the share options granted do not vest until the completion of a specified period of service, the fair value, which is assessed at the grant date, is recognised on the basis that the services to be rendered by
employees as consideration for the granting of share options will be received over the vesting period.
The share options issued by the Group
are not subject to market-based vesting conditions as defined in IFRS 2,
Share-based Payment
.
Non-market
vesting conditions are not taken into account when estimating the fair value of share options as
at the grant date; such conditions are taken into account through adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised equates to the number of equity instruments
that actually vest. The expense in the statement of operations in relation to share options represents the product of the total number of options anticipated to vest and the fair value of those options; this amount is allocated to accounting periods
on a straight-line basis over the vesting period.
Given that the performance conditions underlying the Groups share options are
non-market
in nature, the cumulative charge to the statement of operations is only reversed where the performance condition is not met or where an employee in receipt of share options relinquishes service prior to
completion of the expected vesting period. Share based payments, to the extent they relate to direct labour involved in development activities, are capitalised.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. The Group does not operate any
cash-settled share-based payment schemes or share-based payment transactions with cash alternatives as defined in IFRS 2.
Exchangeable
notes and derivative financial instruments
The exchangeable notes are treated as a host debt instrument with embedded derivatives
attached. On initial recognition, the host debt instrument is recognised at the residual value of the total net proceeds of the bond issue less fair value of the embedded derivatives. Subsequently, the host debt instrument is measured at amortised
cost using the effective interest rate method.
The embedded derivatives are initially recognised at fair value and are restated at their fair
value at each reporting date. The fair value changes of the embedded derivatives are recognised in the statement of operations. See Item 18, Note 24 to the consolidated financial statements for further information.
Impact of Recently Issued Accounting Pronouncements
The consolidated financial statements have been prepared in accordance with IFRS both as issued by the IASB and as subsequently adopted by the EU. The IFRS applied are those effective for accounting
periods beginning 1 January 2016. Consolidated financial statements are required by Irish law to comply with IFRS as adopted by the EU which differ in certain respects from IFRS as issued by the IASB.
These differences predominantly relate to the timing of adoption of new standards by the EU. However, as none of the differences are relevant in the
context of Trinity Biotech, the consolidated financial statements for the periods presented comply with IFRS both as issued by the IASB and as adopted by the EU. During 2016, the IASB and the International Financial Reporting Interpretations
Committee (IFRIC) issued additional standards, interpretations and amendments to existing standards which are effective for periods starting after the date of these financial statements. A list of these additional standards,
interpretations and amendments, and the potential impact on the financial statements of the Group, is outlined in Item 18
,
Note 1(xxix).
Subsequent Events
There are no matters
or circumstances that have arisen since the end of the year that have significantly affected or may significantly affect either:
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The entitys operations in future financial years;
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The results of those operations in future financial years; or
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The entitys state of affairs in future financial years.
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47
Results of Operations
Year ended December 31, 2016 compared to the year ended December 31, 2015
The following compares our results in the year ended December 31, 2016 to those of the year ended December 31, 2015 under IFRS. Our analysis
is divided as follows:
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5.
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Discontinued operations
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1.
Overview
In 2016, the financial results are impacted by:
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the discontinuation of our Cardiac
point-of-care
operation, which
resulted in a loss on discontinued operations for the year of US$66.9 million before tax, comprising the write off of assets and closure costs.
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a
non-cash
impairment charge of US$43.4 million in the statement of operations relating to the carrying
value of goodwill and other intangible assets, property, plant and equipment and prepayments.
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the decision by management to cull some product lines resulting in inventory provisions of US$4.8 million.
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The following table sets forth a breakdown of impairment charges, product cull costs and the loss on discontinued operation incurred in the current
financial year:
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Year ended December 31, 2016
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Discontinued
Operation
US$000
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Impairment
Charges
continuing
operations
US$000
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Product
Cull
-
continuing
operations
US$000
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Total
US$000
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Property, plant & equipment (Item 18, Note 12)
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4,647
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4,382
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9,029
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Goodwill and other intangible assets (Item 18, Note 13)
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|
49,433
|
|
|
|
38,240
|
|
|
|
|
|
|
|
87,673
|
|
Inventory (Item 18, Note 16)
|
|
|
2,578
|
|
|
|
|
|
|
|
4,786
|
|
|
|
7,364
|
|
Prepayments ((Item 18, Note 17)
|
|
|
|
|
|
|
757
|
|
|
|
|
|
|
|
757
|
|
Loss for the year including closure costs discontinued operation (Item 18, Note 10)
|
|
|
6,492
|
|
|
|
|
|
|
|
|
|
|
|
6,492
|
|
Write off of foreign currency translation reserve - discontinued operation (Item 18, Note 10)
|
|
|
3,779
|
|
|
|
|
|
|
|
|
|
|
|
3,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loss on discontinued operation and impairment charges and inventory provisioning before tax
|
|
|
66,929
|
|
|
|
43,379
|
|
|
|
4,786
|
|
|
|
115,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax credit (Item 18, note 9)
|
|
|
(4,887
|
)
|
|
|
(3,094
|
)
|
|
|
(689
|
)
|
|
|
(8,670
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loss on discontinued operation, impairment charges and product cull after tax
|
|
|
62,042
|
|
|
|
40,285
|
|
|
|
4,097
|
|
|
|
106,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
Revenues in 2016 decreased from US$100.2 million in 2015 to US$99.6 million, representing a
decrease of 0.6%. This reduction was primarily attributable to
Point-of-Care
revenues, which decreased by 10% from US$18.8m in 2015 to US$16.9m in 2016. Meanwhile,
Clinical Laboratory revenues and laboratory services were US$82.7m, an increase of 2% versus 2015. The primary drivers of Clinical Laboratory growth during 2016 continued to be sales of Diabetes and Autoimmune products. This level of increase would
have been higher but for the impact of foreign exchange movements. The impact of the strengthening of the US Dollar against the Brazilian Real, Canadian Dollar and Sterling, all of which represent the
non-dollar
currencies in which the Company invoices sales, resulted in a reduction in our US Dollar denominated revenues. In addition, in markets where we invoice in dollars but where the local currency
has weakened, we have been required to reduce our pricing in order to preserve our competiveness.
Geographically, 62% of our sales were
generated in the Americas, 26% in Africa/Asia and 12% in Europe.
The gross margin for continuing operations was 43.7% for 2016 compared to
46.4% in 2015. The reduction in gross margin is due to adverse sales mix (lower sales of higher margin
point-of-care
products) and foreign exchange factors, including
the impact of exchange rates on distributor pricing. The operating loss is US$39.8 million for the year which compares to an operating profit of US$13.5 million for 2015. Excluding the
non-recurring
impairment charge and product cull provision, the operating profit for 2016 is US$8.3 million. The decrease of US$5.2m in operating profit before
non-recurring
items in 2016 is mainly attributable to the
lower gross profit and higher selling, general and administrative expenses.
Selling General & Administrative Expenditure (excluding
impairment charges and inventory write offs) increased from US$28.2 million in 2015 to US$30.4 million for 2016, which represents an increase of 8%. The increase is mainly attributable to foreign currency
re-translation
losses in 2016 and higher amortisation charges, partially offset by the cessation of medical device excise tax in the USA on January 1, 2016.
In 2016, net financing expense was US$2.3 million compared to net finance income of US$9.4 million in 2015. The
year-on-year
change of US$11.7 million is mainly attributable to the revaluation of embedded derivatives at fair value, which resulted in lower income of
US$10.7 million in 2016 compared to 2015. The remaining movement is the full year effect of financing expenses associated with the Exchangeable Notes which were issued in early Quarter 2, 2015.
The loss for the year from continuing operations amounted to US$38.6 million, compared to a profit of US$22.2 million in 2015, representing a
decrease of 273.9%. Before the impact of impairment charges and product cull provisions, the profit for 2016 from continuing operations would have been US$5.8 million.
2. Revenues
The Groups revenues consist of the sale of diagnostic kits and
related instrumentation and the sale of raw materials to the life sciences industry. Revenues from the sale of the above products are generally recognised on the basis of shipment to customers. The Group ships its products on a variety of freight
terms, including
ex-works,
carriage including freight (CIF) and free on board (FOB), depending on the specific terms agreed with customers. In cases where the Group ships on terms other
than
ex-works,
the Group does not recognise the revenue until its obligations have been fulfilled in accordance with the shipping terms.
No right of return exists in relation to product sales except in instances where demonstrable product defects occur. The Group has defined procedures for dealing with customer complaints associated with
such product defects as they arise.
The Group leases instruments under operating and finance leases as part of its business. In cases where
the risks and rewards of ownership of the instrument pass to the customer, the fair value of the instrument is recognised as revenue at the commencement of the lease and is matched by the related cost of sale. In the case of operating leases of
instruments which typically involve commitments by the customer to pay a fee per test run on the instruments, revenue is recognised on the basis of customer usage of the instruments.
Revenues by Product Line
Trinity Biotechs revenues for the year ended
December 31, 2016 were US$99,611,000 compared to revenues of US$100,195,000 for the year ended December 31, 2015, which represents a decrease of US$584,000 or 0.6%. The following table sets forth selected sales data for each of the periods
indicated.
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
2016
US$000
|
|
|
2015
US$000
|
|
|
% Change
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Clinical Laboratory
|
|
|
74,166
|
|
|
|
73,576
|
|
|
|
0.8
|
%
|
Point-of-Care
|
|
|
16,908
|
|
|
|
18,810
|
|
|
|
(10.1
|
%)
|
Laboratory Services
|
|
|
8,537
|
|
|
|
7,809
|
|
|
|
9.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
99,611
|
|
|
|
100,195
|
|
|
|
(0.6
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clinical Laboratory
In 2016, Clinical Laboratory revenues increased by US$590,000 which equates to an increase of 0.8%. This increase was mainly attributable to higher sales of Premier products. This was partially offset by
a reduction in revenues for Infectious Diseases products in USA and the impact of the strengthening US dollar on the Companys foreign currency denominated revenues. In particular, the weakness of the Brazilian Real, Canadian dollar and
Sterling, all of which represent significant currencies in which the Company invoices sales, resulted in a reduction in our US dollar reported revenues. This was accentuated by weakness in the currencies of other countries such as Turkey, Russia and
a number of South American countries where the Company invoices in US dollars. In such countries the dollars strength served to erode our competitiveness, which had a negative effect on our revenues. Our sales prices tend to be relatively
stable as we are unable to pass on sales price increases to our customers due to competitive factors.
Point-of-Care
Point-of-Care
revenues decreased by US$1,902,000, which represents a
reduction of 10.1%. Unlike Clinical Laboratory revenue, currency movements had a negligible impact on
Point-of-Care
revenues as a large proportion of sales are invoiced
in US dollar. Revenues for our Unigold HIV test were US$15.8 million in 2016 compared to US$17.2 million in 2015. Sales prices were relatively stable during 2016 and the reduction in HIV revenues was due to lower sales volumes in both of
our major markets of Africa and Americas. During 2016, the company maintained its position in Africa as the designated supplier of confirmatory tests in all of the markets in which it operates. In U.S.A, in 2016 there continued to be a downward
trend in public health funding for HIV testing initiatives.
Laboratory Services
Laboratory Services revenues increased in 2016 by US$728,000 which equates to growth of 9.3%. The increase was attributable to our autoimmune business in
Buffalo, New York. The increase in laboratory service revenues was driven by the growing demand for a wide range of autoimmune diagnostic testing in the U.S., with our Sjögrens Syndrome test continuing to be the highest in revenue terms.
50
Revenues by Geographical Region
The following table sets forth selected sales data, analysed by geographic region, based on location of customer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
2016
US$000
|
|
|
2015
US$000
|
|
|
% Change
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
61,613
|
|
|
|
62,421
|
|
|
|
(1.3
|
%)
|
Asia/Africa
|
|
|
25,501
|
|
|
|
22,346
|
|
|
|
14.1
|
%
|
Europe
|
|
|
12,497
|
|
|
|
15,428
|
|
|
|
(19.0
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
99,611
|
|
|
|
100,195
|
|
|
|
(0.6
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the Americas, the 1.3% decrease amounting to US$808,000 was primarily attributable to the continuing trend of falling
sales of infectious diseases tests in the U.S. and the negative impact of the strengthening of the US dollar on Canadian revenues, partially offset by strong growth in revenues from our autoimmune laboratory in the U.S. and higher revenues from our
diabetes business in Brazil, although this was dampened by the continued weakness in the Brazilian currency.
Asia/Africa revenues increased
by 14.1%, or US$3,155,000 compared to 2015. The main reasons for this were the growth in revenues from emerging markets in Asia, with China being the most significant. The revenue increase from Asian customers was broadly-based, with increases
recorded for diabetes products, raw materials sold to the life sciences industry by our Fitzgerald business and infectious diseases assays. These increases were partially offset by the decrease in Unigold HIV revenues in Africa.
Revenues in Europe decreased by US$2,931,000, or 19.0% compared to 2015. The decrease was due to a fall in Clinical Laboratory revenues, in particular
infectious diseases and revenues for our Fitzgerald business. The decrease was also partly due to currency movements - the Sterling/US dollar exchange deteriorated by 11.9% on average in 2016 compared to 2015.
For further information about the Groups principal products, principal markets and competition please refer to Item 4, Information on the
Company.
3. Operating (Loss)/Profit continuing operations
The following table sets forth the Groups operating loss from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
2016
US$000
|
|
|
2015
US$000
|
|
|
% Change
|
|
Revenues
|
|
|
99,611
|
|
|
|
100,195
|
|
|
|
(0.6
|
%)
|
Cost of sales
|
|
|
(56,127
|
)
|
|
|
(53,683
|
)
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
43,484
|
|
|
|
46,512
|
|
|
|
(6.5
|
%)
|
Other operating income
|
|
|
239
|
|
|
|
288
|
|
|
|
(17.0
|
%)
|
Research & development
|
|
|
(5,040
|
)
|
|
|
(5,069
|
)
|
|
|
(0.6
|
%)
|
SG&A expenses
|
|
|
(30,366
|
)
|
|
|
(28,225
|
)
|
|
|
7.6
|
%
|
Selling, general and administrative expenses - impairment charges and inventory
write-off/provision
|
|
|
(48,165
|
)
|
|
|
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)/profit on continuing operations
|
|
|
(39,848
|
)
|
|
|
13,506
|
|
|
|
(395.0
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
Cost of sales and gross margin
Total cost of sales increased by US$2,444,000 from US$53,683,000 for the year ended December 31, 2015 to US$56,127,000, for the year ended December 31, 2016, an increase of 4.6%. The gross
margin of 43.7% in 2016 compares to a gross margin of 46.4% in 2015.
The decrease in gross margin in 2016 is largely attributable to
(a) lower sales of higher margin
point-of-care
products and (b) foreign exchange factors, including the impact of exchange rates on distributor pricing.
Other operating income
Other operating income comprises rental income from sublet properties and income from the provision of services to Diagnostica Stago under Transition
Services Agreements (TSAs). Other operating income decreased by US$49,000 from US$288,000 for the year ended December 31, 2015 to US$239,000, for the year ended December 31, 2016. The decrease is due to the expiration of a
rental sub lease.
Research and development expenses
Research and development expenditure recorded in the Statement of Operations decreased from US$5,069,000 in 2015 to US$5,040,000 in 2016. Headcount in Research & development was broadly
consistent in 2015 and 2016 and for that reason the expenses were consistent in both years. For details of the Companys various R&D projects see Research and Products under Development below.
Selling, General & Administrative expenses (SG&A)
Total SG&A expenses increased by US$2,141,000 from US$28,225,000 for the year ended December 31, 2015 to US$30,366,000 for the year ended December 31, 2016.
The following table outlines the breakdown of SG&A expenses in 2016 compared to 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
2016
US$000
|
|
|
2015
US$000
|
|
|
% Change
|
|
SG&A (excl. share-based payments and amortisation)
|
|
|
26,044
|
|
|
|
24,031
|
|
|
|
8.4
|
%
|
Share-based payments
|
|
|
1,349
|
|
|
|
1,541
|
|
|
|
(12.5
|
%)
|
Amortisation
|
|
|
2,973
|
|
|
|
2,653
|
|
|
|
12.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
30,366
|
|
|
|
28,225
|
|
|
|
7.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling General & Administrative Expenditure (excluding share-based payments and amortisation)
SG&A expenses excluding share-based payments and amortisation increased from US$24,031,000 for the year ended December 31, 2015
to US$26,044,000 for the year ended December 31, 2016, which represents an increase of 8.4%. The increase of US$2,013,000 is mainly attributable to foreign currency
re-translation
losses in 2016 partially
offset by the cessation of medical device excise tax in the US on January 1, 2016.
Share-based payments
The expense represents the fair value of share options granted to directors and employees which is charged to the statement of operations over the vesting
period of the underlying options. The Group has used a trinomial valuation model for the purposes of valuing these share options with the key inputs to the model being the expected volatility over the life of the options, the expected life of the
option, the option price, the dividend yield and the risk free rate.
The Group recorded a total share-based payments charge of US$1,381,000
(2015: US$1,550,000). The decrease of US$169,000 in the total share-based payments expense is due to a larger number of share options coming to the end of their vesting period during 2016 than were granted in 2016. The total charge is shown in the
following expense headings in the statement of operations: US$32,000 (2015: US$9,000) was charged against cost of sales and US$1,349,000 (2015: US$1,541,000) was charged against selling, general & administrative expenses.
For further details, refer to Item 18, Note 20 to the consolidated financial statements.
52
Amortisation
Amortisation increased from US$2,653,000 for the year ended December 31, 2015 to US$2,973,000 for the year ended December 31, 2016. The increase of US$320,000 is due to the commencement of
amortisation for several internally developed products which were launched during 2016.
Selling, general and administrative expenses -
impairment charges and inventory
write-off/provision
Impairment charges and product cull costs of
US$48,165,000 for the year ended December 31, 2016 (2015: nil) are included in selling, general and administrative expenses. The impairment charges arose when Trinity Biotechs share price reduced significantly in Quarter 4, 2016 and its
market capitalization was then significantly below the book value of its net assets. This is an indicator of a potential impairment. In such circumstances, the Group decided to recognize at December 31, 2016 an impairment charge of
US$43,379,000. The impairment was taken against goodwill and other intangible assets, property, plant and equipment and prepayments. The Group has also recognised an inventory provision of US$4,786,000 in relation to a number of products which have
been culled. This mainly represents inventory provisioning for the Bartels and Microtrak product lines which were acquired over 15 years ago. Revenues for these products have been declining significantly over the last number of years and have now
reached the end of their economic life, especially given the level of technical support required to keep older products of this nature on the market. For further details, see Item 18, Notes 12, 13 and 17.
4. Loss for the year
The
following table sets forth selected statement of operations data for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
2016
US$000
|
|
|
2015
US$000
|
|
|
% Change
|
|
Operating (loss)/profit
|
|
|
(39,848
|
)
|
|
|
13,506
|
|
|
|
(395
|
%)
|
Net financing (expense)/income
|
|
|
(2,292
|
)
|
|
|
9,437
|
|
|
|
(124
|
%)
|
(Loss)/Profit before tax
|
|
|
(42,140
|
)
|
|
|
22,943
|
|
|
|
(284
|
%)
|
Income tax credit/(expense)
|
|
|
3,557
|
|
|
|
(756
|
)
|
|
|
(571
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit of the year from continuing operations
|
|
|
(38,583
|
)
|
|
|
22,187
|
|
|
|
(274
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Financing income
Net financing expense was US$2,292,000 for the
year-end
December 31, 2016 compared to income of US$9,437,000 in 2015. Financial expenses increased by
US$1,385,000 to US$5,439,000 during 2016 mainly due to the full year effect of interest expense associated with the exchangeable senior notes which were issued in early quarter 2, 2015. Financial income decreased by US$10,344,000 from US$13,491,000
for the
year-end
December 31, 2015 to US$3,147,000 in 2016. There was a reduction of US$10,745,000 in the income arising from the revaluation of embedded derivatives at fair value, partially offset by an
increase in bank deposit interest due to the higher cash on hand.
Taxation
The Group recorded a tax credit on continuing operations of US$3,557,000 for the year ended December 31, 2016 compared to a tax charge of US$756,000 for the year ended December 31,
2015. The 2016 tax credit comprises US$289,000 of current tax credit and US$3,268,000 of deferred tax credit. For further details on the Groups tax charge please refer to Item 18, Note 9 and Note 14 to the consolidated financial
statements.
Loss for the year from continuing operations
The loss for the year amounted to US$38,583,000, compared to a profit of US$22,187,000 in 2015, representing a decrease of 274.0%.
5. Discontinued operations
The Cardiac
Point-of-Care
operation was discontinued during year ended December 31, 2016. Expenses, gains and losses relating to the discontinuation of the Cardiac
point-of-care
tests operation have been eliminated from profit or loss from the Groups continuing operations and are shown as a single line item on the face of the Consolidated Statement of Operations.
The following table sets forth selected statement of operations data for each of the periods indicated.
53
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2016
US$000
|
|
|
2015
US$000
|
|
Loss on discontinued operations
|
|
|
(62,042
|
)
|
|
|
(391
|
)
|
|
|
|
|
|
|
|
|
|
During 2016, management decided to cease the development of Cardiac
point-of-care
tests on the Meritas platform. These products were being developed by the Groups subsidiary Fiomi Diagnostics (Fiomi) located in Sweden. The decision to cease this development
work and to close the Swedish operation came after the company held a meeting with the U.S. Food and Drug Administration (FDA) in order to obtain an update on the Meritas Troponin premarket submission. At that meeting the FDA
unexpectedly suggested that our submission should be withdrawn. The FDA made it known that any new
point-of-care
Troponin product would be required to demonstrate
performance equivalent to the most recently cleared laboratory-based device. As there was no certainty that this level of performance could ever be achieved by the
point-of-care
Meritas product, even with the benefit of further development efforts, management decided there was no option but to cease the development work on Troponin
I and the analyzer and its sister products, BNP and D-dimer.
The discontinued operation had no revenues since commencement as the products
were still in their development phase. The loss on discontinued operations is US$62,042,000 in year ended December 31, 2016, which comprises the after tax loss for the year of US$646,000, the
write-off
of
the carrying value of all capitalised development costs and goodwill (US$49,433,000), property, plant and equipment (US$4,647,000), and inventories (US$2,578,000); the cost of closing the Swedish facility (US$5,846,000), which mainly consisting of
contractual obligations associated with terminating premises and supplier contracts, as well as redundancy costs for 41 employees and lastly a charge in relation to foreign translation reserves (US$3,779,000) which had been recognised in previous
periods as a reserve movement. The related tax credit of US$4,887,000 mainly comprises the reversal of deferred tax liabilities recorded in prior years.
54
Results of Operations
Year ended December 31, 2015 compared to the year ended December 31, 2014
The following compares our results in the year ended December 31, 2015 to those of the year ended December 31, 2014 under IFRS. Amounts for
both financial years have been restated to reflect the discontinuation of the cardiac
point-of-care
operation during 2016. Our analysis is divided as follows:
6. Overview
In 2015, revenues decreased from US$104.9 million in 2014 to US$100.2 million, representing a decrease of 4.5%. This
reduction was mainly attributable to the impact of the strengthening US dollar on the Companys foreign currency denominated revenues. In particular, the weakness of the Euro, Brazilian Real, Canadian dollar and Sterling resulted in a reduction
in our US dollar denominated revenues. Other factors included lower Lyme sales due to weather related factors and unusually low HIV sales in Q2 2015. These were partly offset by underlying growth in Premier and Immco revenues for the year.
Geographically, 62% of our sales were generated in the Americas, 23% in Africa/Asia and 15% in Europe.
The gross margin for continuing
operations was 46.4% for 2015 compared to 47.1% in 2014. The reduction in gross margin is due to the strengthening US dollar, and lower Lyme and HIV sales. The operating profit is US$13.5 million for the year which compares to
US$15.4 million for 2014. The decrease of US$1.9m in operating profit in 2015 is mainly attributable to the lower gross profit, higher Research & Development expenses, partially offset by lower Selling, General and Administrative
expenses.
In 2015, net financing income increased by US$9.4 million compared to 2014 due to the revaluation of elements of exchangeable
notes issued in April 2015. The revaluation of embedded derivatives at fair value at 31 December 2015 resulted in a
non-cash
financial income of US$13.0 million. This was partly offset by interest on
the exchangeable senior notes of US$3.9 million, of which US$0.5 million was the
non-cash
element.
Profit after tax including discontinued operations for the year was US$21.8 million though this includes
non-cash
financial income of US$12.5 million
recognised in relation to the exchangeable senior notes. Excluding this, profit after tax including discontinued operations would have been US$9.3m compared with US$17.2m in 2014.
7. Revenues
The Groups revenues consist of the sale of diagnostic kits and
related instrumentation and the sale of raw materials to the life sciences industry. Revenues from the sale of the above products are generally recognised on the basis of shipment to customers. The Group ships its products on a variety of freight
terms, including
ex-works,
carriage including freight (CIF) and free on board (FOB), depending on the specific terms agreed with customers. In cases where the Group ships on terms other
than
ex-works,
the Group does not recognise the revenue until its obligations have been fulfilled in accordance with the shipping terms.
No right of return exists in relation to product sales except in instances where demonstrable product defects occur. The Group has defined procedures for dealing with customer complaints associated with
such product defects as they arise.
The Group leases instruments under operating and finance leases as part of its business. In cases where
the risks and rewards of ownership of the instrument pass to the customer, the fair value of the instrument is recognised as revenue at the commencement of the lease and is matched by the related cost of sale. In the case of operating leases of
instruments which typically involve commitments by the customer to pay a fee per test run on the instruments, revenue is recognised on the basis of customer usage of the instruments.
55
Revenues by Product Line
Trinity Biotechs revenues for the year ended December 31, 2015 were US$100,195,000 compared to revenues of US$104,872,000 for the year ended December 31, 2014, which represents a decrease
of US$4,677,000 or 4.5%. The following table sets forth selected sales data for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
2015
US$000
|
|
|
2014
US$000
|
|
|
% Change
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Clinical Laboratory
|
|
|
73,576
|
|
|
|
77,240
|
|
|
|
(4.7
|
%)
|
Point-of-Care
|
|
|
18,810
|
|
|
|
20,036
|
|
|
|
(6.1
|
%)
|
Laboratory Services
|
|
|
7,809
|
|
|
|
7,596
|
|
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100,195
|
|
|
|
104,872
|
|
|
|
(4.5
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clinical Laboratory
In 2015 Clinical Laboratory revenues decreased by US$3,664,000 which equates to a reduction of 4.7%.
This reduction was mainly attributable to the impact of the strengthening US dollar on the Companys foreign currency denominated revenues. In particular, the weakness of the Euro, Brazilian Real,
Canadian dollar and Sterling, all of which represent significant currencies in which the Company invoices sales, resulted in a reduction in our US dollar reported revenues. This was accentuated by weakness in the currencies of other countries such
as Turkey, Russia and a number of South American countries where the Company invoices in US dollars. In such countries the dollars strength served to erode our competitiveness, which had a negative effect on our revenues. Other factors
included lower Lyme disease sales due to weather related factors.
These were partly offset by underlying growth in Premier and Immco revenues
for the year. Our sales prices tend to be relatively stable as we are unable to pass on sales price increases to our customers due to competitive factors.
Point-of-Care
Point-of-Care
revenues decreased by US$1,226,000, which represents a reduction of 6.1%. Unlike Clinical Laboratory revenue,
currency movements had a negligible impact on
Point-of-Care
revenues as a large proportion of sales are invoiced in US dollar. Revenues for our Unigold HIV test were
US$17.2 million in 2015 compared to US$19.3 million in 2014. Sales prices were relatively stable during 2015 and the reduction in HIV revenues was due to lower sales volumes in Africa in Q2 2015, due to unusual ordering patterns. These
revenues immediately rebounded in the third and fourth quarters to normal levels.
The decrease in HIV revenues was partly offset by growth in
sales volumes of (a) newly-developed
point-of-care
tests for diseases such as streptococcus pneumonia and Legionella and (b) higher sales of our rapid syphilis
test which received a CLIA waiver from the FDA in December 2014. The waiver allows the test to be performed by untrained healthcare workers in a variety of
non-traditional
laboratory sites such as emergency
rooms, health department clinics, community-based organisations, physicians offices and other free standing counselling and testing locations in the U.S.
56
Laboratory Services
In 2015, Laboratory Services revenues increased by US$213,000 which equates to growth of 2.8%. The increase was attributable to the laboratory of Immco Diagnostics, which was acquired in 2013. The
increase in laboratory service revenues was driven by the growing demand for autoimmune diagnostic testing in the U.S., with our Sjögrens Syndrome test continuing to be the highest in revenue terms.
Revenues by Geographical Region
The
following table sets forth selected sales data, analysed by geographic region, based on location of customer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
2015
US$000
|
|
|
2014
US$000
|
|
|
% Change
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
62,421
|
|
|
|
61,142
|
|
|
|
2.1
|
%
|
Asia/Africa
|
|
|
22,346
|
|
|
|
25,161
|
|
|
|
(11.2
|
%)
|
Europe
|
|
|
15,428
|
|
|
|
18,569
|
|
|
|
(16.9
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100,195
|
|
|
|
104,872
|
|
|
|
(4.5
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the Americas, the 2.1% increase amounting to US$1,279,000 was primarily attributable to strong sales growth in our
diabetes business in Brazil (although this was dampened by the weakness in the Brazilian currency), increased services revenues from our autoimmune laboratory in the U.S. and higher sales of our rapid syphilis test which received a CLIA waiver from
the FDA in December 2014. These increases were partly offset by a reduction in sales of Lymes disease products and the negative impact of the strengthening of the US dollar on Canadian revenues.
Asia/Africa revenues decreased by 11.2%, or US$2,815,000 compared to 2014. The main reasons for this were the decrease in Unigold HIV revenue in Africa
and lower sales of the Premier and
Tri-stat
analysers particularly in Asia.
Revenues in Europe
decreased by US$3,141,000, or 16.9% compared to 2014. The decrease was almost entirely due to currency movements. The Euro/US dollar exchange rate weakened by 16.5% on average in 2015 compared to 2014, while the Sterling/US dollar exchange also
deteriorated by 7.3% on average in 2015 compared to 2014.
For further information about the Groups principal products, principal
markets and competition please refer to Item 4, Information on the Company.
8. Operating Profit
The following table sets forth the Groups operating profit from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
2015
US$000
|
|
|
2014
US$000
|
|
|
% Change
|
|
Revenues
|
|
|
100,195
|
|
|
|
104,872
|
|
|
|
(4.5
|
%)
|
Cost of sales
|
|
|
(53,683
|
)
|
|
|
(55,496
|
)
|
|
|
(3.3
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
46,512
|
|
|
|
49,376
|
|
|
|
(5.8
|
%)
|
Other operating income
|
|
|
288
|
|
|
|
424
|
|
|
|
(32.1
|
%)
|
Research & development
|
|
|
(5,069
|
)
|
|
|
(4,291
|
)
|
|
|
18.1
|
%
|
SG&A expenses
|
|
|
(28,225
|
)
|
|
|
(30,071
|
)
|
|
|
(6.1
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
13,506
|
|
|
|
15,438
|
|
|
|
(12.5
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales and gross margin
Total cost of sales decreased by US$1,813,000 from US$55,496,000 for the year ended December 31, 2014 to US$53,683,000, for the year ended December 31, 2015, a decrease of 3.3%. The gross margin
of 46.4% in 2015 compares to a gross margin of 47.1% in 2014.
57
The decrease in gross margin in 2015 is largely attributable to (a) the strengthening US dollar which
contributed to a reduction in foreign currency denominated revenues and (b) lower sales of the high margin Lyme and HIV products.
Other operating income
Other operating
income comprises rental income from sublet properties and income from the provision of services to Diagnostica Stago under Transition Services Agreements (TSAs). Other operating income decreased by US$136,000 from US$424,000 for the year
ended December 31, 2014 to US$288,000, for the year ended December 31, 2014. The decrease is due to the strengthening US dollar against the Euro, the ending of TSA services being provided to Lab21 Ltd and the expiration of a rental sub
lease.
Research and development expenses
Research and development expenditure recorded in the Statement of Operations increased from US$4,291,000 in 2014 to US$5,069,000 in 2015. The increase of US$778,000 was due to an increase in the technical
support costs for our products partly offset by a) a reduction in Euro denominated costs due to the strengthening of the US dollar and b) the saving from the closure of the UK offices and the associated reduction in R&D headcount during 2014.
For details of the Companys various R&D projects see Research and Products under Development below.
Selling,
General & Administrative expenses (SG&A)
Total SG&A expenses decreased by US$1,864,000 from US$30,071,000 for
the year ended December 31, 2014 to US$28,225,000 for the year ended December 31, 2015.
The following table outlines the breakdown
of SG&A expenses in 2015 compared to 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
2015
US$000
|
|
|
2014
US$000
|
|
|
% Change
|
|
SG&A (excl. share-based payments and amortisation)
|
|
|
24,031
|
|
|
|
26,213
|
|
|
|
(8.3
|
%)
|
Share-based payments
|
|
|
1,541
|
|
|
|
1,478
|
|
|
|
4.3
|
%
|
Amortisation
|
|
|
2,653
|
|
|
|
2,380
|
|
|
|
11.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
28,225
|
|
|
|
30,071
|
|
|
|
(6.1
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling General & Administrative Expenditure (excluding share-based payments and amortisation)
SG&A expenses excluding share-based payments and amortisation decreased from US$26,213,000 for the year ended December 31, 2014
to US$24,031,000 for the year ended December 31, 2015, which represents a decrease of 8.3%. The decrease of US$2,182,000 is mainly attributable to the impact of the strengthening US dollar on SG&A costs denominated in Euro, Brazilian Real,
Canadian Dollar and Sterling.
Share-based payments
The expense represents the fair value of share options granted to directors and employees which is charged to the statement of operations over the vesting period of the underlying options. The Group has
used a trinomial valuation model for the purposes of valuing these share options with the key inputs to the model being the expected volatility over the life of the options, the expected life of the option, the option price, the dividend yield and
the risk free rate.
The Group recorded a total share-based payments charge of US$1,550,000 (2014: US$1,496,000). The increase of US$54,000 in
the total share-based payments expense is due to the granting of share options to key employees during 2015. The total charge is shown in the following expense headings in the statement of operations: US$9,000 (2014: US$18,000) was charged against
cost of sales and US$1,541,000 (2014: US$1,478,000) was charged against selling, general & administrative expenses.
For further
details refer to Item 18, Note 20 to the consolidated financial statements.
Amortisation
Amortisation increased from US$2,380,000 for the year ended December 31, 2014 to US$2,653,000 for the year ended December 31, 2015. The increase
of US$273,000 is due to the commencement of amortisation for several internally developed products which were launched during 2015.
58
9. Profit for the year continuing operations
The following table sets forth selected statement of operations data for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
2015
US$000
|
|
|
2014
US$000
|
|
|
% Change
|
|
Operating profit continuing operations
|
|
|
13,506
|
|
|
|
15,438
|
|
|
|
(13
|
%)
|
Net financing income/(expense)
|
|
|
9,437
|
|
|
|
(35
|
)
|
|
|
27063
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
|
22,943
|
|
|
|
15,403
|
|
|
|
49
|
%
|
Income tax expense
|
|
|
(756
|
)
|
|
|
(479
|
)
|
|
|
58
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit of the year continuing operations
|
|
|
22,187
|
|
|
|
14,924
|
|
|
|
49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Financing income
Net financing income was US$9,437,000 for
year-end
December 31, 2015 compared to net financing expense of US$35,000 in 2014. Financial expenses increased by
US$3,922,000 to US$4,054,000 mainly due to the interest expense for exchangeable senior notes issued in 2015. Financial income increased from US$97,000 for the
year-end
December 31, 2014 to US$13,491,000
in 2015 due to the revaluation of embedded derivatives at fair value at 31 December 2015 and the increase in bank deposit interest due to the higher cash on hand.
Taxation
The Group recorded a tax charge on continuing operations of US$756,000 for the
year ended December 31, 2015 compared to US$479,000 for the year ended December 31, 2014. The 2015 tax charge comprises US$303,000 of current tax charge and US$453,000 of deferred tax charge. The effective tax rate for the year (which
excludes the impact of
non-cash
financial income) was 7.6%. This low effective rate of tax is due to the competitive corporation tax rate in Ireland and the availability of research and development tax credits
in a number of jurisdictions. For further details on the Groups tax charge please refer to Item 18, Note 9 and Note 14 to the consolidated financial statements.
Profit for the year continuing operations
The profit for the year amounted to
US$22,187,000, which represents an increase of US$7,263,000 when compared to US$14,924,000 in 2014, representing an increase of 49%. Excluding the
non-cash
financial income, profit after tax would have been
US$9,707,000 compared with US$17,214,000 in 2014.
Liquidity and Capital Resources
Financing
The Group entered into
finance lease arrangements with Allied Irish Bank during 2015. The Group has no other bank borrowings. During 2015, the Group issued US$115,000,000 of exchangeable senior notes which will mature on April 1, 2045, subject to earlier repurchase,
redemption or exchange. The notes are senior unsecured obligations and accrue interest at an annual rate of 4%, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2015. Management intends
to use the net proceeds from the exchangeable senior notes for potential future acquisitions and for general corporate purposes, which may include continued product development and commercialization and share buyback.
Working capital
In the
Directors opinion, the Group will have access to sufficient funds to support its existing operations for at least the next 12 months by utilising existing cash resources and cash generated from operations.
The amount of cash generated from operations will depend on a number of factors which include the following:
|
|
|
The ability of the Group to continue to generate revenue growth from its existing product lines;
|
|
|
|
The ability of the Group to generate revenues from new products following the successful completion of its development projects;
|
|
|
|
The extent to which capital expenditure is incurred on additional property plant and equipment;
|
|
|
|
The level of investment required to undertake both new and existing development projects; and
|
|
|
|
Successful working capital management in the context of a growing business.
|
59
Cash management
As at December 31, 2016, Trinity Biotechs consolidated cash and cash equivalents were US$77,109,000. This compares to cash and cash equivalents of US$101,953,000 at December 31, 2015.
Cash generated from operations for the year ended December 31, 2016 amounted to US$10,556,000 (2015: US$13,518,000), a decrease of
US$2,962,000. The decrease in cash generated from operations of US$2,962,000 is attributable to a decrease in operating cash flows before changes in working capital of US$7,729,000, partially offset by a decrease in working capital outflows of
US$4,767,000. The decrease in operating cash flows before changes in working capital of US$7,729,000 is primarily driven by the decrease in operating profit during the current financial year. The working capital outflow decrease, when compared to
the prior year, is partly due to the cash inflows for trade and other receivables of US$682,000 and cash inflows of US$1,270,000 for trade and other payables. This has been offset partially by the increase in cash outflows from inventories, when
compared to the prior year, of US$1,286,000. The cash generated from operations was attributable to an operating loss of US$39,848,000 (2015: profit of US$13,506,000), as adjusted for non cash items of US$52,074,000 (2015: US$6,449,000) plus cash
outflows due to changes in working capital of US$1,670,000 (2015: cash outflows of US$6,437,000).
The increase in other
non-cash
charges from US$6,449,000 for the year ended December 31, 2015 to US$52,074,000 for the year ended December 31, 2016 is mainly attributable to the impairment of inventory (US$7,405,000),
prepayments (US$757,000), property, plant and equipment (US$9,029,000), and intangible assets (US$87,673,000). In addition to this,
non-cash
items in 2016 includes closure costs of US$3,431,000.
The net cash outflows in 2016 due to changes in working capital of US$1,670,000 are due to the following:
|
|
|
A decrease in trade and other receivables of US$682,000 due to the increase, year on year, in the debtors days number;
|
|
|
|
An increase in inventory of US$3,622,000 due to the strategic build up of certain inventory items during the course of the year; and
|
|
|
|
An increase in trade and other payables balance of US$1,270,000 due to timing of payments.
|
Net interest received amounted to US$841,000 (2015: US$101,000). This included interest received of US$901,000 (2015: US$135,000) on the Groups
cash deposits.
Net cash outflows from investing activities for the year ended December 31, 2016 amounted to US$21,875,000 (2015:
outflows of US$27,698,000) which were principally made up as follows:
|
|
|
Payments to acquire intangible assets of US$16,548,000 (2015: US$19,492,000), which principally related to development expenditure capitalised as part
of the Groups
on-going
product development activities; and
|
|
|
|
Acquisition of property, plant and equipment of US$4,215,000 (2015: US$7,094,000) incurred as part of the Groups investment programme for its
manufacturing and distribution activities, and placement of instruments.
|
|
|
|
There were no acquisitions of subsidiaries in 2016 or 2015.
|
Net cash outflows from financing activities for the year ended December 31, 2016 amounted to US$13,355,000 (2015: inflow of US$107,520,000). This outflow is primarily due to the buyback of shares of
US$9,322,000 and interest payments related to exchangeable notes of US$4,600,000. Payments of finance lease liabilities in the year were US$282,000 (2015: US$ 138,000). Other cash outflows included expenses paid in connection with share issues of
US$8,000 (2015: US$6,000). These outflows were partially offset by the receipt of US$857,000 from the issue of ordinary shares in 2016 (2015: US$2,943,000). Ordinary shares issued in 2016 and 2015 are as a result of share options exercised during
the course of the year.
The majority of the Groups transactions are conducted in US Dollars. The primary foreign exchange risk arises
from the fluctuating value of the Groups Euro denominated expenses as a result of the movement in the exchange rate between the US Dollar and the Euro. The Group also faces foreign exchange risk from movement in the exchange rate between
the US Dollar and Swedish Kroner, British Sterling, Canadian Dollar and Brazilian Real. Trinity Biotech continuously monitors its exposure to foreign currency movements and expectations of future exchange rate exposure and, if deemed necessary,
will cover a portion of this exposure through the use of forward contracts. When used, these forward contracts are cash flow hedging instruments whose objective is to cover a portion of these Euro forecasted transactions.
60
For a more comprehensive discussion of the Groups use of financial instruments, its currency and
interest rate structure and its funding and treasury policies please refer to Item 11 Quantitative and Qualitative Disclosures about Market Risk.
Contractual obligations
The following table summarises our minimum contractual
obligations and commercial commitments, including interest, as of December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by Period
|
|
Contractual Obligations
|
|
Total
US$000
|
|
|
less than 1
year
US$000
|
|
|
1-3 Years
US$000
|
|
|
4-5 Years
US$000
|
|
|
more than
5 years
US$000
|
|
Exchangeable note
|
|
|
115,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,000
|
|
Exchangeable note interest
|
|
|
131,100
|
|
|
|
4,600
|
|
|
|
13,800
|
|
|
|
9,200
|
|
|
|
103,500
|
|
Operating lease obligations
|
|
|
22,448
|
|
|
|
3,215
|
|
|
|
4,666
|
|
|
|
3,116
|
|
|
|
11,451
|
|
Finance lease obligations
|
|
|
1,088
|
|
|
|
313
|
|
|
|
775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
269,636
|
|
|
|
8,128
|
|
|
|
19,241
|
|
|
|
12,316
|
|
|
|
229,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the past, Trinity Biotech incurred debt and raised equity to pursue its policy of growth through acquisition. However,
since the divestiture of the Coagulation product line in 2010, the Group has eliminated bank debt and has adequate cash resources. The Group raised US$110,529,000 (net of fees) during 2015 through the issuance of exchangeable loan notes (see Note 24
for further information). The Group intends to grow organically for the foreseeable future and Trinity Biotech believes that it will have sufficient funds to meet its capital commitments and continue existing operations in to the future, in excess
of 12 months. If the Group was to make a large and unanticipated cash outlay, the Group would have further funding requirements which could be met through access to equity and debt markets.
Impact of Currency Fluctuation
Trinity Biotechs revenue and expenses are
affected by fluctuations in currency exchange rates especially the exchange rate between the US Dollar and the Euro, Swedish Kroner, the Brazilian Real and Canadian Dollar. Trinity Biotechs revenues are primarily denominated in US Dollars
and its expenses are incurred principally in US Dollars, Euro, Swedish Kroner and Brazilian Real. The weakening of the US Dollar could have an adverse impact on future profitability
Trinity Biotech holds most of its cash assets in US Dollars. As Trinity Biotech reports in US Dollars, fluctuations in exchange rates do not result in exchange differences on these cash assets.
Fluctuations in the exchange rate between the Euro, Swedish Kroner, or Brazilian Real and the US Dollar may impact on the Groups Euro, Kroner or Real monetary assets and liabilities and on Euro, Kroner or Real expenses and consequently
the Groups earnings.
Off-Balance
Sheet Arrangements
After consideration of the following items the Groups management have determined that there are no
off-balance
sheet arrangements which need to be reflected in the financial statements.
Leases
with Related Parties
The Group has entered into lease arrangements for premises in Ireland with JRJ Investments (JRJ), a
partnership currently owned by Mr OCaoimh and Dr Walsh, directors of Trinity Biotech plc, and directly with Mr OCaoimh and Dr Walsh. When entering into the lease arrangements, independent valuers have advised Trinity Biotech that the
rent fixed with respect to these leases represents a fair market rent. Details of these leases with related parties are set out in Item 4 Information on the Company, Item 7 Major Shareholders and Related Party Transactions
and Item 18, Note 27 to the consolidated financial statements.
Research & Development (R&D) carried out by
third parties
Certain R&D activities of the Group have been outsourced to third parties. These activities are carried out in the
normal course of business with these companies.
61
During 2016, a number of individuals acted as third party consultants and contractors; working principally
on the Troponin I and Premier projects. The total amount paid to these R&D consultants and contractors in 2016 was US$450,000 (2015: US$381,000).
Research and Products under Development
Trinity Biotech has research and
development groups focusing separately on emergency medicine, haemoglobin products, infectious diseases and autoimmune products. During 2016, these groups were located in Ireland, Sweden and the USA and largely mirror the production capability at
each production site. In addition to
in-house
activities, Trinity Biotech
sub-contracts
some research and development from time to time to independent researchers based
in the USA and Europe.
Principal Development Projects
The following table sets forth for each of Trinity Biotechs main development projects, the costs incurred during each period presented and the cumulative costs incurred as at 31 December 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
Total project
costs to
December 31,
2016
|
|
Product Name
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Premier Instrument for Haemoglobin A1c testing
|
|
|
2,810
|
|
|
|
2,887
|
|
|
|
24,820
|
|
Uni-gold test enhancement
|
|
|
1,154
|
|
|
|
575
|
|
|
|
2,404
|
|
HIV 1/2 rapid test
|
|
|
1,085
|
|
|
|
1,039
|
|
|
|
2,832
|
|
US Striped Lyme
|
|
|
1,003
|
|
|
|
667
|
|
|
|
2,606
|
|
Enhanced TPHA/CMV
|
|
|
810
|
|
|
|
617
|
|
|
|
1,774
|
|
Tristat
Point-of-Care
instrument
|
|
|
678
|
|
|
|
465
|
|
|
|
7,180
|
|
HIV screening Africa
|
|
|
650
|
|
|
|
|
|
|
|
650
|
|
The costs in the foregoing table mainly comprise the cost of internal resources, such as the payroll costs for the
development teams and attributable overheads. The remainder mainly comprises materials, consumables, regulatory trial and third party consultants costs. The table above does not include cardiac development projects. Our cardiac
point-of-care
development operation was discontinued during 2016. Development of the Brain Natriuretic Peptide assay, Troponin I assay and cardiac analyser was terminated
during 2016.
The following table sets forth the estimated cost to complete each of the main development projects which were underway in 2016.
The total estimated completion costs are anticipated to be incurred evenly up to the completion date of the relevant project.
|
|
|
|
|
|
|
|
|
|
|
Total estimated
cost
to complete
|
|
|
Estimated date
for
completion
|
|
Product Name
|
|
US$000
|
|
|
|
|
Premier Instrument for Haemoglobin A1c testing
|
|
|
2,600
|
|
|
|
2017
|
|
Uni-gold test enhancement
|
|
|
2,100
|
|
|
|
2019
|
|
Lyme assays
|
|
|
1,640
|
|
|
|
2018
|
|
HIV 1/2 rapid screening test
|
|
|
900
|
|
|
|
2018
|
|
Genesys/Resolution column enhancement
|
|
|
200
|
|
|
|
2017
|
|
HIV screening Africa
|
|
|
180
|
|
|
|
2017
|
|
Sjogrens Cytokine
|
|
|
160
|
|
|
|
2017
|
|
Auto-immune FDA registrations
|
|
|
150
|
|
|
|
2017
|
|
There are inherent risks and uncertainties associated with completing development projects on schedule. In the experience
of Trinity Biotech, the main risks to the achievement of a projects planned completion date occur primarily during the products verification and validation phase. During this phase the product must attain successful results from
in-house
product testing and from third party clinical trials. Obtaining regulatory approval on a timely basis is another variable in achieving a projects planned completion date.
62
Some aspects of the development of a new product are outside of the control of Trinity Biotech.
Notwithstanding the uncertainty surrounding these external factors, Trinity Biotech believes the planned completion dates of these projects are realistic and achievable. If major development projects were severely delayed, in the opinion of Trinity
Biotech it would not impact significantly on Trinity Biotechs financial position or on the capitalisation criteria. As the manufacturing lead time for these new products is relatively short, it is anticipated that material cash inflows will
commence shortly after each of the projects planned completion date.
The following is a description of the principal projects which are
currently being undertaken by the research and development groups within Trinity Biotech:
Emergency Medicine Development Group
During 2012, Trinity Biotech acquired Fiomi Diagnostics AB, a Swedish-based company which was founded to develop diagnostic tests for the
point of care cardiac market. Trinity Biotech has developed point of care tests for the cardiac markers Troponin I and BNP. The technology, which uses micro-pillar technology, is capable of providing extremely sensitive, highly reproducible,
quantitative, multiplexed results which give more accurate results than the established
point-of-care
tests currently in the market.
Following the withdrawal of the FDA 510(k) submission for Troponin-I in October 2016, the company has closed the Sweden product development and
manufacturing facilities and is currently evaluating future applications of this advanced technology platform.
Haemoglobin Development
Group
Premier Hb9210 Instrument for Haemoglobin A1c Testing
This project entails the development of a new HPLC instrument for testing
HbA1c. The new instrument allows access to markets not previously open to Trinity Biotech due to instrument price and test
capability. Development was initiated in late 2007, and was launched outside of the United States in 2011 followed by within the United States in early 2012.
In response to increased lab automation as well as workstation consolidation, the Premier 9210 TLA project was initiated at the end of 2014. TLA (total lab automation) capability will enable the Premier
9210 to be interfaced with many of the TLA systems currently available.
As part of our continuous improvement a new monitor, key board and
frit housing have been customised and validated. These improvements maintain the competiveness of the instruments. Looking forward, the Premier Hb9210 v2.0 is in the initial stages and design with an expected release date of mid 2018.
HbA1c testing is rapidly growing due to the increased utility as a method for diagnosis and identification of
pre-diabetics.
Diabetes is the fourth leading cause of death by disease in the world. In 2013, 5.1 million people died due to diabetes. Every 6 seconds a person dies from the disease. The number of
diabetic patients is expected to reach 592 million in 2035. In the U.S. alone some 24.4 million Americans (7 percent of the population) have the disease with a further 54 million Americans considered to be
pre-diabetic.
The total HbA1c market worldwide is estimated to be approximately US$900 million.
The
company has also developed Premier Resolution which is utilised for variant testing. Premier Resolution continues to be enhanced with unique features such as lot specific gradients, an optimised internal column with
pre-filter
to extend column life, and a rapidly expanding
on-board
variant library.
Tristat 2.0
Tristat represents a new HbA1c device that offers rapid, precise analysis in a
simple and highly cost effective manner. Using boronate affinity technology and a two phase optical system, three samples can be analysed simultaneously. This instrument though often characterised as
point-of-care
is being targeted at low volume laboratories and governmental outreach programs. The ability to perform three samples simultaneously enables the instrument to address these segments. Taking
advantage of the latest technology the instrument features a colour touchscreen, multiple language capability, modern connectivity, increased storage capacity as well as replaceable diodes for state of the art performance.
63
Point-of-Care
Development
Group
Trinity Biotech has commenced development of tests for the detection of HIV and malaria, and a next-generation Lyme confirmatory
test at the product development unit at the Carlsbad, California facility. Trinity Biotech is currently in the process of obtaining regulatory approvals for these tests.
Trend Information
For information on trends in future operating expenses and
capital resources, see Results of Operations and Liquidity and Capital Resources under Item 5.
Item 6
Directors, Senior Management and Employees
Directors
|
|
|
|
|
|
|
Name
|
|
Age
|
|
|
Title
|
Ronan OCaoimh
|
|
|
61
|
|
|
Chairman and Chief Executive Officer
|
Jim Walsh, PhD
|
|
|
58
|
|
|
Executive Director
|
Kevin Tansley
|
|
|
46
|
|
|
Executive Director, Chief Financial Officer &Company Secretary
|
Denis R. Burger, PhD
|
|
|
73
|
|
|
Non Executive Director / Lead Director
|
Peter Coyne
|
|
|
57
|
|
|
Non Executive Director
|
Clint Severson
|
|
|
68
|
|
|
Non Executive Director
|
James D. Merselis
|
|
|
63
|
|
|
Non Executive Director
|
Board of Directors & Executive Officers
Ronan OCaoimh, Chairman and Chief Executive Officer,
co-founded
Trinity Biotech in June 1992 and
acted as Chief Financial Officer until March 1994 when he became Chief Executive Officer. He was also elected Chairman in May 1995. In November 2007, it was decided to separate the role of Chief Executive Officer and Chairman and Mr OCaoimh
assumed the role of Executive Chairman. In October 2008, following the resignation of the Chief Executive Officer, Mr OCaoimh resumed the role of Chief Executive Officer and Chairman. Prior to joining Trinity Biotech, Mr OCaoimh was
Managing Director of Noctech Limited, an Irish diagnostics company. Mr OCaoimh was Finance Director of Noctech Limited from 1988 until January 1991 when he became Managing Director. Mr OCaoimh holds a Bachelor of Commerce degree from
University College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland. On March 30, 2011, the service agreement with Ronan OCaoimh as Chief Executive Officer was terminated and replaced by a management agreement
with Darnick Company.
Jim Walsh, PhD, Executive Director
, initially joined Trinity Biotech in October 1995 as Chief Operations
Officer. Dr Walsh resigned from the role of Chief Operations Officer in 2007 to become a Non Executive Director of the Company. In October, 2010 Dr Walsh rejoined the company as Chief Scientific Officer. Dr Walsh resigned from this position in
2015 and focuses on Business Development activities. Prior to joining Trinity Biotech, Dr Walsh was Managing Director of Cambridge Diagnostics Ireland Limited (CDIL). He was employed with CDIL since 1987. Before joining
CDIL he worked with Fleming GmbH as Research & Development Manager. Dr Walsh holds a PhD in Chemistry from University College Galway.
Kevin Tansley, Chief Financial Officer
, joined Trinity Biotech in March 2003 and was appointed Chief Financial Officer and Secretary to the Board of Directors in November 2007. Mr. Tansley was
appointed to the board in September 2016 as Executive Director. Mr Tansley trained as a chartered accountant in the Corporate Financial Services practice of Arthur Andersen & Co. Prior to joining Trinity Biotech in 2003, Mr Tansley held a
number of financial positions in the Irish electricity utility ESB. Mr Tansley holds a Masters of Accounting from University College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland
.
64
Denis R. Burger, PhD, Non executive director
,
co-founded
Trinity Biotech in June 1992 and acted as Chairman from June 1992 to May 1995. He is currently Vice Chairman of CytoDyn Inc., an anti retroviral therapeutics, OTC:BB listed company and is also lead director of Aptose
Biosciences, Inc, a cancer therapeutics, TSX and NASDAQ listed company. Until March 2007, Dr Burger was the Chairman and Chief Executive Officer of AVI Biopharma Inc, a NASDAQ listed biotechnology company. He was also a
co-founder
and, from 1981 to 1990, Chairman of Epitope Inc. In addition, Dr Burger has held a professorship in the Department of Microbiology and Immunology and Surgery (Surgical Oncology) at the Oregon Health
and Sciences University in Portland. Dr Burger received his degree in Bacteriology and Immunology from the University of California in Berkeley in 1965 and his Master of Science and PhD in 1969 in Microbiology and Immunology from the University
of Arizona.
Peter Coyne,
Non-executive
director
, joined the board of Trinity Biotech in
November 2001 as a
non-executive
director. Mr Coyne trained as a chartered accountant in the Corporate Financial Services practice of Arthur Andersen & Co. Mr Coyne was previously a director of AIB
Corporate Finance and has extensive experience of advising boards on mergers and acquisitions and corporate strategy. Mr Coyne is an independent business consultant advising companies and business owners on mergers, acquisitions and disposals. Mr
Coyne is a
non-executive
director of Ark Life Assurance Company dac, an Irish Life assurance company regulated by the Central Bank of Ireland and owned since January 2016 by Swiss Re. Mr. Coyne holds a
bachelor of engineering degree from University College Dublin, is a fellow of the Institute of Chartered Accountants in Ireland and is a CEDR Accredited Mediator.
Clint Severson,
Non-executive
director
, joined the board of Trinity Biotech in November 2008 as a
non-executive
director. Mr Severson is currently Chairman and CEO of Abaxis Inc., a NASDAQ traded diagnostics company based in Union City, California. From February 1989 to May 1996, Mr Severson served as President and Chief Executive Officer of MAST
Immunosystems, Inc., a privately-held medical diagnostic company and to date he has accumulated over 40 years experience in the medical diagnostics industry. Mr Severson is also on the board of Response Biomedical and Cutera.
James D. Merselis,
Non-executive
director
, joined the board of Trinity Biotech in February 2009. He is
currently a
non-executive
director of Biosensia Ltd; a
point-of-care
diagnostics company located in Dublin, Ireland, Kypha Inc.;
a St. Louis, Missouri based diagnostic company focused on Complement assays in the diagnosis and management of patients with inflammatory diseases and Abram Scientific Inc.; a coagulation diagnostics company located in Palo Alto, California. Mr
Merselis has forty years experience in healthcare, including
twenty-two
years at Boehringer Mannheim Diagnostics (now Roche Diagnostics). Mr Merselis has led a number of healthcare diagnostic
start-ups.
From 2002 to 2007, he served as President and CEO of HemoSense, Inc., a
point-of-care
diagnostics company providing patients
and physicians with rapid test results to help manage the risk of stroke with the use of Warfarin or Coumadin. During this time he successfully took the company public (AMEX:HEM) followed two years later by its acquisition by Alere (NYSE:ALR). His
leadership at other
start-ups
has included: Nexus Dx (now Samsung), Alverix, Inc. (now Becton Dickenson), and Micronics, Inc. (now SONY).
Compensation of Directors and Officers
The basis for the executive directors
remuneration and level of annual bonuses is determined by the Remuneration Committee of the board. In all cases, bonuses and the granting of share options are subject to stringent performance criteria. The Remuneration Committee consists of Dr Denis
Burger (committee chairman and lead director), Mr Peter Coyne, Mr Clint Severson and Mr James Merselis. Directors remuneration shown below comprises salaries, pension contributions and other benefits and emoluments in respect of executive
directors.
Non-executive
directors are remunerated by fees and the granting of share options. The fees payable to
non-executive
directors are determined by the board.
Each director is reimbursed for expenses incurred in attending meetings of the board of directors.
65
Total directors and
non-executive
directors remuneration,
excluding pension, for the year ended December 31, 2016 amounted to US$1,946,000. The pension charge for the year amounted to US$41,000. See Item 18, Note 5 to the consolidated financial statements. The split of directors remuneration set
out by director is detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Director
|
|
Salary/
Benefits
US$000
|
|
|
Performance
related bonus
US$000
|
|
|
Defined
contribution
pension
US$000
|
|
|
Total
2016
US$000
|
|
|
Total
2015
US$000
|
|
Ronan OCaoimh
1
|
|
|
661
|
|
|
|
127
|
|
|
|
|
|
|
|
788
|
|
|
|
849
|
|
Jim Walsh
2
|
|
|
203
|
|
|
|
37
|
|
|
|
|
|
|
|
240
|
|
|
|
369
|
|
Kevin Tansley
3
|
|
|
434
|
|
|
|
84
|
|
|
|
41
|
|
|
|
559
|
|
|
|
527
|
|
|
|
|
1,298
|
|
|
|
248
|
|
|
|
41
|
|
|
|
1,587
|
|
|
|
1,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-executive
Director
|
|
Fees
US$000
|
|
|
Total
2016
US$000
|
|
|
Total
2015
US$000
|
|
Denis R. Burger
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Peter Coyne
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
James Merselis
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Clint Severson
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
|
|
|
400
|
|
|
|
400
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2016 there was no accrual by the Company to provide pension, retirement or similar benefits for
the directors (2015: NIL).
The total share-based compensation expense recognised in the consolidated statement of operations in 2016 in
respect of options granted to both executive and
non-executive
directors amounted to US$1,121,000. See Item 18, Note 5 to the consolidated financial statements.
1
|
Includes payments made to Darnick Company.
|
2
|
Includes payments made to
Diagnostic Polymers, a company wholly-owned by Jim Walsh and members of his
immediate family.
|
3
|
Kevin Tansley was appointed to the board in September 2016 as Executive Director. Remuneration for the year ended 31 December 2016 also includes remuneration paid
to Kevin Tansley in respect of his roles as Chief Financial Officer and Company Secretary.
|
66
There were no A share options granted to the directors or the Company Secretary during 2015.
Share options granted to directors during 2016 are detailed in the table below:
|
|
|
|
|
|
|
Director/Executive Officer
|
|
Number of Options
Granted
|
|
Exercise Price of
Options
Granted
|
|
Date of Option
Grant*
|
Ronan OCaoimh
|
|
800,000 A shares
(200,000 ADS)
|
|
US$2.43 per A share
(US$9.73 per ADS)
|
|
24 February 2016
|
Jim Walsh
|
|
160,000 A shares
(40,000 ADS)
|
|
US$2.43 per A share
(US$9.73 per ADS)
|
|
24 February 2016
|
Kevin Tansley
|
|
500,000 A shares
(125,000ADS)
|
|
US$2.43 per A share
(US$9.73 per ADS)
|
|
24 February 2016
|
Denis Burger
|
|
60,000 A shares
(15,000 ADS)
|
|
US$2.43 per A share
(US$9.73 per ADS)
|
|
24 February 2016
|
Peter Coyne
|
|
60,000 A shares
(15,000 ADS)
|
|
US$2.43 per A share
(US$9.73 per ADS)
|
|
24 February 2016
|
Clint Severson
|
|
60,000 A shares
(15,000 ADS)
|
|
US$2.43 per A share
(US$9.73 per ADS)
|
|
24 February 2016
|
James Merselis
|
|
60,000 A shares
(15,000
ADS)
|
|
US$2.43 per A share
(US$9.73 per ADS)
|
|
24 February 2016
|
*
|
All options issued are subject to a 7 year life from date of grant.
|
In addition, see Item 7 Major Shareholders and Related Party Transactions for further information on the compensation of Directors and Officers.
Directors Service Contracts
The Company has entered into service contracts with its Executive Directors and Officers. These contracts contain certain termination provisions which are summarised below.
On March 30, 2011, the service agreement with Ronan OCaoimh as Chief Executive Officer was terminated and replaced by an agreement with
Darnick Company, a company wholly-owned by members of Mr OCaoimhs immediate family. Pursuant to the agreement, Darnick Company will provide the Company with the services of Mr OCaoimh as Chief Executive Officer. The agreement
contains certain
non-competition
and confidentiality provisions. The term of the agreement will continue until such time as it is terminated by either party, subject to the Company providing one years
notice. Where termination occurs within 12 months of a change of control of the Company, two years notice will apply. Darnick Company may terminate the agreement on six months notice. Mr OCaoimh remains as Chairman of the
Board of Directors.
Under the terms of his service contract, Kevin Tansley, Chief Financial Officer, is entitled to 12 months salary and
benefits in the event of termination by the Company. Where termination arises within 12 months of a change in control of the Company, Mr. Tansley is entitled to 18 months salary and benefits.
67
Board Practices
The Articles of Association of Trinity Biotech provide that one third of the directors in office (other than the Managing Director or a director holding an executive office with Trinity Biotech) or, if
their number is not three or a multiple of three, then the number nearest to but not exceeding one third, shall retire from office at every annual general meeting. If at any annual general meeting the number of directors who are subject to
retirement by rotation is two, one of such directors shall retire and if the number of such directors is one, that director shall retire. Retiring directors may offer themselves for
re-election.
The directors
to retire at each annual general meeting shall be the directors who have been longest in office since their last appointment. As between directors of equal seniority the directors to retire shall, in the absence of agreement, be selected from among
them by lot.
The Board of Directors has established Audit, Remuneration and Compensation Committees. The Remuneration and Compensation
Committee consists of Dr Denis Burger (committee chairman and lead director), Mr Peter Coyne, Mr Clint Severson and Mr James Merselis. This Committee is responsible for approving executive directors remuneration including bonuses and share
option grants. The Audit Committee reviews the Groups annual and interim financial statements and reviews reports on the effectiveness of the Groups internal controls. It also appoints the external auditors, reviews the scope and results
of the external audit and monitors the relationship with the auditors. The Audit Committee comprises two of the four independent
non-executive
directors of the Group, Mr Peter Coyne (Committee Chairman) and Mr
James Merselis. The Compensation Committee currently comprises Mr Ronan OCaoimh (Committee Chairman) and Dr Jim Walsh. The Board of Directors administers the Employee Share Option Plan. The Board determines the exercise price and the term of
the options. Individual option grants of less than 30,000 A ordinary shares (7,500 ADRs) are approved by the Compensation Committee. Options granted to the members of the Compensation Committee are approved by the Remuneration Committee
and share options granted to
non-executive
directors are decided by the other members of the board.
Because Trinity Biotech is a foreign private issuer, it is not required to comply with all of the corporate governance requirements set forth in NASDAQ
Rule 5600 as they apply to U.S. domestic companies. The Groups corporate governance measures differ in the following significant ways: (a) the Group has not appointed an independent nominations committee or adopted a board resolution
addressing the nominations process and (b) the Audit Committee of the Group currently consists of two members (both of whom are
non-executive
directors) while U.S. domestic companies listed on
NASDAQ are required to have three members on their audit committee and be comprised only of independent directors.
Employees
During
2016, Trinity Biotech had an average of 582 employees (2015: 555) consisting of 73 research scientists and technicians, 348 manufacturing and quality assurance employees, and 161 finance, administration, sales and marketing staff (2015: 69 research
scientists and technicians, 330 manufacturing and quality assurance employees, and 156 finance, administration, sales and marketing staff). Trinity Biotechs future hiring levels will depend on the growth of revenues.
The geographic spread of the Groups employees is as follows: 351 in our U.S. operations, 165 in Bray, Ireland, 43 in Uppsala, Sweden, 2 in the UK
and 21 in Sao Paulo, Brazil.
Stock Option Plans
The Board of Directors have adopted the Employee Share Option Plans (the Plans); with the most recently adopted Share Option Plan being the 2013 Plan. The purpose of these Plans is to provide
Trinity Biotechs employees, consultants, officers and directors with additional incentives to improve Trinity Biotechs ability to attract, retain and motivate individuals upon whom Trinity Biotechs sustained growth and financial
success depends. These Plans are administered by the Board of Directors. Options under the Plans may be awarded only to employees, officers, directors and consultants of Trinity Biotech.
The exercise price of options is determined by the Board of Directors. The term of an option will be determined by the Board, provided that the term may not exceed ten years from the date of grant. Option
grants up to 30,000 A ordinary shares (7,500 ADRs) are administered by the Compensation Committee. The Committee will also determine the exercise price and term of these options. All options will terminate 90 days after termination of
the option holders employment, service or consultancy with Trinity Biotech (or one year after such termination because of death or disability) except where a longer period is approved by the board of directors.
68
Under certain circumstances involving a change in control of Trinity Biotech, the Board may accelerate the
exercisability and termination of options.
As of February 28, 2017, 7,655,000 (1,913,750 ADS equivalent) of the options outstanding were
held by the directors and Company Secretary of Trinity Biotech as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director/Company Secretary
|
|
Number of
Options
A
Shares
|
|
|
Number
of
Options
ADS
Equivalent
|
|
|
Exercise
Price
(Per
A Share)
|
|
|
Exercise Price
(Per
ADS)
|
|
|
Expiration Date
of
Options
|
Ronan OCaoimh
|
|
|
800,000
800,000
800,000
800,000
|
|
|
|
200,000
200,000
200,000
200,000
|
|
|
US$
US$
US$
US$
|
2.52
4.21
4.23
2.43
|
|
|
|
US$10.09
US$16.85
US$16.90
US$9.73
|
|
|
7 March 2019
24 May
2020
5 December 2021
24 February 2023
|
Denis Burger
|
|
|
60,000
60,000
60,000
|
|
|
|
15,000
15,000
15,000
|
|
|
US$
US$
US$
|
4.21
4.23
2.43
|
|
|
|
US$16.85
US$16.90
US$9.73
|
|
|
24 May 2020
5 December
2021
24 February 2023
|
Jim Walsh
|
|
|
15,000
100,000
500,000
500,000
160,000
160,000
|
|
|
|
3,750
25,000
125,000
125,000
40,000
40,000
|
|
|
US$
US$
US$
US$
US$
US$
|
1.52
1.57
2.52
4.21
4.23
2.43
|
|
|
|
US$6.07
US$6.26
US$10.09
US$16.85
US$16.90
US$9.73
|
|
|
21 May 2017
4 October
2017
7 March 2019
24 May 2020
5 December 2021
24 February 2023
|
Peter Coyne
|
|
|
60,000
60,000
60,000
60,000
60,000
|
|
|
|
15,000
15,000
15,000
15,000
15,000
|
|
|
US$
US$
US$
US$
US$
|
1.52
2.52
4.21
4.23
2.43
|
|
|
|
US$6.07
US$10.09
US$16.85
US$16.90
US$9.73
|
|
|
21 May 2017
7 March
2019
24 May 2020
5 December 2021
24 February 2023
|
Clint Severson
|
|
|
20,000
40,000
60,000
60,000
|
|
|
|
5,000
10,000
15,000
15,000
|
|
|
US$
US$
US$
US$
|
2.52
4.21
4.23
2.43
|
|
|
|
US$10.09
US$16.85
US$16.90
US$9.73
|
|
|
7 March 2019
24 May
2020
5 December 2021
24 February 2023
|
James Merselis
|
|
|
15,000
40,000
60,000
60,000
60,000
|
|
|
|
3,750
10,000
15,000
15,000
15,000
|
|
|
US$
US$
US$
US$
US$
|
1.52
2.52
4.21
4.23
2.43
|
|
|
|
US$6.07
US$10.09
US$16.85
US$16.90
US$9.73
|
|
|
21 May 2017
7 March
2019
24 May 2020
5 December 2021
24 February 2023
|
Kevin Tansley
|
|
|
125,000
500,000
500,000
500,000
500,000
|
|
|
|
31,250
125,000
125,000
125,000
125,000
|
|
|
US$
US$
US$
US$
US$
|
1.52
2.52
4.21
4.23
2.43
|
|
|
|
US$6.07
US$10.09
US$16.85
US$16.90
US$9.73
|
|
|
21 May 2017
7 March
2019
24 May 2020
5 December 2021
24 February 2023
|
As of February 28, 2017 the following total options were outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of A
Ordinary Shares
Subject to Option
|
|
|
Range of
Exercise Price
per Ordinary Share
|
|
|
Range of Exercise Price
per ADS
|
|
Total options outstanding
|
|
|
9,800,183
|
|
|
US$
|
0.66-US$4.47
|
|
|
US$
|
2.63-US$17.88
|
|
As of February 28, 2017 there were no warrants to purchase A Ordinary Shares in the Company outstanding.
69
Item 7
Major Shareholders and Related
Party Transactions
As of February 28, 2017 Trinity Biotech has outstanding 96,162,410 A Ordinary shares. Such
totals exclude 9,800,183 shares issuable upon the exercise of outstanding options and warrants.
The following table sets forth, as of
February 28, 2017, the Trinity Biotech A Ordinary Shares beneficially held by (i) each person believed by Trinity Biotech to beneficially hold 5% or more of such shares, (ii) each director and the Company Secretary of
Trinity Biotech, and (iii) all directors and the Company Secretary as a group.
Except as otherwise noted, all of the persons and groups
shown below have sole voting and investment power with respect to the shares indicated. The Group is not controlled by another corporation or government.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of A
Ordinary Shares
Beneficially
Owned
|
|
|
Number of
ADSs
Beneficially
Owned
|
|
|
Percentage
A Ordinary
Shares (8)
|
|
|
Percentage
Total
Voting
Power
|
|
Paradice Investment Management LLC
|
|
|
6,505,984
|
|
|
|
1,626,496
|
|
|
|
6.1
|
%
|
|
|
6.1
|
%
|
Heartland Advisors, Inc.
|
|
|
6,135,000
|
|
|
|
1,533,570
|
|
|
|
5.8
|
%
|
|
|
5.8
|
%
|
Boston Partners Global Investors, Inc.
|
|
|
6,007,000
|
|
|
|
1,501,750
|
|
|
|
5.7
|
%
|
|
|
5.7
|
%
|
Janus Capital Management LLC
|
|
|
5,682,116
|
|
|
|
1,420,529
|
|
|
|
5.4
|
%
|
|
|
5.4
|
%
|
Ronan OCaoimh
|
|
|
6,837,500
|
(1)
|
|
|
1,709,375
|
|
|
|
6.5
|
%
|
|
|
6.5
|
%
|
Jim Walsh
|
|
|
2,828,611
|
(2)
|
|
|
707,153
|
|
|
|
2.7
|
%
|
|
|
2.7
|
%
|
Denis Burger
|
|
|
212,000
|
(3)
|
|
|
53,000
|
|
|
|
0.2
|
%
|
|
|
0.2
|
%
|
Peter Coyne
|
|
|
330,000
|
(4)
|
|
|
82,500
|
|
|
|
0.3
|
%
|
|
|
0.3
|
%
|
Clint Severson
|
|
|
468,000
|
(5)
|
|
|
117,000
|
|
|
|
0.4
|
%
|
|
|
0.4
|
%
|
James Merselis
|
|
|
423,600
|
(6)
|
|
|
105,900
|
|
|
|
0.4
|
%
|
|
|
0.4
|
%
|
Kevin Tansley
|
|
|
2,275,000
|
(7)
|
|
|
568,750
|
|
|
|
2.1
|
%
|
|
|
2.1
|
%
|
Directors & Co. Secretary as a group (7 persons)
|
|
|
13,374,711
|
(1)(2)(3)(4)(5)(6)(7)
|
|
|
3,343,678
|
|
|
|
12.6
|
%
|
|
|
12.6
|
%
|
(1)
|
Includes 3,200,000 A Ordinary shares issuable upon exercise of options.
|
(2)
|
Includes 1,435,000 A Ordinary shares issuable upon exercise of options. Note that 1,200,000 A Ordinary shares (300,000 ADSs) of Dr Walshs
shares are held in trust for the benefit of Dr Walshs immediate family.
|
(3)
|
Includes 180,000 A Ordinary shares issuable upon exercise of options.
|
(4)
|
Includes 300,000 A Ordinary shares issuable upon exercise of options.
|
(5)
|
Includes 180,000 A Ordinary shares issuable upon exercise of options.
|
(6)
|
Includes 235,000 A Ordinary shares issuable upon exercise of options.
|
(7)
|
Includes 2,125,000 A Ordinary shares issuable upon exercise of options.
|
(8)
|
Percentage A Ordinary shares is based upon total outstanding A Ordinary shares and total number of shares issuable upon exercise of options.
|
70
Related Party Transactions
The Group has entered into various arrangements with JRJ Investments (JRJ), a partnership owned by Mr OCaoimh and Dr Walsh, directors
of Trinity Biotech, and directly with Mr OCaoimh and Dr Walsh, to provide for current and potential future needs to extend its premises at IDA Business Park, Bray, Co. Wicklow, Ireland.
In November 2002, the Group entered into an agreement for a 25 year lease with JRJ for offices that have been constructed adjacent to its premises at IDA Business Park, Bray, Co. Wicklow, Ireland. The
annual rent of 381,000 (US$401,000) is payable from January 1, 2004. There was a rent review performed on this premises in 2009 and further to this review, there was no change to the annual rental charge.
In December 2007, the Group entered into an agreement with Mr. OCaoimh and Dr Walsh pursuant to which the Group took a lease on an additional
43,860 square foot manufacturing facility in Bray, Ireland at a total annual rent of 787,000 (US$828,000). At the time, independent valuers advised the Group that the rent in respect of each of the leases represents a fair market rent.
Trinity Biotech and its directors (excepting Mr OCaoimh and Dr Walsh who express no opinion on this point) believe at the time that the
arrangements entered into represent a fair and reasonable basis on which the Group can meet its ongoing requirements for premises.
Darnick
Company is wholly-owned by members of Mr. OCaoimhs immediate family. On March 30, 2011, the service agreement with Ronan OCaoimh as Chief Executive Officer was terminated and replaced by a management agreement with
Darnick Company. Pursuant to the agreement, Darnick Company will provide Trinity Biotech with the services of Mr OCaoimh as Chief Executive Officer. In 2016, the Group paid US$706,000 to Darnick Company in respect of compensation for provision
of CEO services. There is no balance payable to or receivable from Darnick Company as at December 31, 2016.
Rayville Limited, an Irish
registered company, which is wholly owned by the three executive directors and certain other executives of the Group, owns all of the B
non-voting
Ordinary Shares in Trinity Research Limited, one
of the Groups subsidiaries. The B shares do not entitle the holders thereof to receive any assets of the company on a winding up. All of the A voting ordinary shares in Trinity Research Limited are held by the Group.
Trinity Research Limited may, from time to time, declare dividends to Rayville Limited and Rayville Limited may declare dividends to its shareholders out of those amounts. Any such dividends paid by Trinity Research Limited are ordinarily treated as
a compensation expense by the Group in the consolidated financial statements prepared in accordance with IFRS, notwithstanding their legal form of dividends to minority interests, as this best represents the substance of the transactions.
There were no director loans advanced during 2016 and there were no loan balances payable to or receivable from directors at January 1,
2016 and at December 31, 2016.
In June 2009, the Board approved the payment of a dividend of US$2,830,000 by Trinity Research Limited to
Rayville Limited on the B shares held by it. This amount was then lent back by Rayville to Trinity Research Limited. As the dividend is matched by a loan from Rayville Limited to Trinity Research Limited which is repayable solely at
the discretion of the Remuneration Committee of the Board and is unsecured and interest free, the Group netted the dividend paid to Rayville Limited against the corresponding loan from Rayville Limited in the 2012 & 2013 consolidated financial
statements.
The amount of payments to Rayville included in compensation expense was US$Nil for 2016, 2015, 2014 and 2013. There were no
dividends payable to Rayville Limited as at December 31, 2016, 2015, 2014 or 2013.
71
Item 8
Financial Information
Legal Proceedings
In 2008 Trinity Biotech filed a civil suit with a New York court against the former shareholders of Primus Corporation. Trinity Biotech claimed that
the defendants unjustly received an overpayment of US$512,000 based on the fraudulent and wrongful calculation of the earnout payable to the shareholders of Primus Corporation. Trinity Biotech also alleged that one of the former shareholders,
Mr Thomas Reidy, failed to return stock certificates and collateral pledged by Trinity Biotech as security for the payment of a US$3 million promissory note given to the defendants by Trinity Biotech as part of compensation under the share
purchase agreement for acquiring Primus. During 2009, all of the defendants with the exception of Mr. Reidy settled the legal action. The US District Court, Southern District of New York granted a judgment against Mr. Reidy
ordering him to pay Trinity damages of US$200,000 plus interest and to return stock certificates and collateral pledged by Trinity Biotech as security for the payment of the US$3 million promissory note. Mr Reidy has paid Trinity Biotech
US$5,000 to date.
In 2010, Laboratoires Nephrotek, formerly a distributor for Trinity Biotech, took a legal action in France against the
Group, claiming damages of US$0.8 million. They claimed that certain instruments supplied by Trinity Biotech did not operate properly in the field. In 2013, Trinity Biotech successfully defended this claim in the French courts. In 2017, the
French courts heard Nephroteks appeal and again found in favour of Trinity Biotech. There are also a small number of legal cases being brought against the Group by certain of its former employees in the previously owned French subsidiary,
Trinity Biotech France S.à.r.l.
The ultimate resolution of the aforementioned proceedings is not expected to have a material adverse
effect on our financial position, results of operations or cash flows.
Item 9
The Offer and Listing
Trinity Biotechs ADSs are listed on the NASDAQ Global Market under the symbol TRIB. In 2005, Trinity Biotech adjusted the ratio of ADSs to Ordinary Shares and changed its NASDAQ Listing
from the NASDAQ Small Capital listing to a NASDAQ National Market Listing. The ratio of ADSs to underlying Ordinary Shares has changed from 1 ADS : 1 Ordinary Share to 1 ADS : 4 Ordinary Shares and all historical data has been restated as a result.
The Groups A Ordinary Shares were also listed and traded on the Irish Stock Exchange until November 2007, whereby the
Company
de-listed
from the Irish Stock Exchange. The Groups depository bank for ADSs is The Bank of New York Mellon. On February 28, 2017, the reported closing sale price of the ADSs was US$6.17 per
ADS. The following tables set forth the range of quoted high and low sale prices of Trinity Biotechs ADSs for (a) the years ended December 31, 2012, 2013, 2014, 2015 and 2016; (b) the quarters ended March 31, June 30,
September 30 and December 31, 2015; March 31, June 30, September 30 and December 31, 2016; and (c) the months of March, April, May, June, July, August, September, October, November and December 2016 and January and
February 2017 as reported on NASDAQ. These quotes reflect inter-dealer prices without retail
mark-up,
mark-down or commission and may not necessarily represent actual transactions.
72
ADSs
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
|
High
|
|
|
Low
|
|
2012
|
|
US$
|
15.75
|
|
|
US$
|
8.81
|
|
2013
|
|
US$
|
25.63
|
|
|
US$
|
14.30
|
|
2014
|
|
US$
|
28.06
|
|
|
US$
|
14.00
|
|
2015
|
|
US$
|
20.24
|
|
|
US$
|
10.74
|
|
2016
|
|
US$
|
13.68
|
|
|
US$
|
5.76
|
|
ADSs
|
|
|
|
|
|
|
|
|
2015
|
|
High
|
|
|
Low
|
|
Quarter ended March 31
|
|
US$
|
20.24
|
|
|
US$
|
17.00
|
|
Quarter ended June 30
|
|
US$
|
19.35
|
|
|
US$
|
15.43
|
|
Quarter ended September 30
|
|
US$
|
19.03
|
|
|
US$
|
11.00
|
|
Quarter ended December 31
|
|
US$
|
13.28
|
|
|
US$
|
10.74
|
|
ADSs
|
|
|
|
|
|
|
|
|
2016
|
|
High
|
|
|
Low
|
|
Quarter ended March 31
|
|
US$
|
12.02
|
|
|
US$
|
9.20
|
|
Quarter ended June 30
|
|
US$
|
12.17
|
|
|
US$
|
10.37
|
|
Quarter ended September 30
|
|
US$
|
13.68
|
|
|
US$
|
10.51
|
|
Quarter ended December 31
|
|
US$
|
13.15
|
|
|
US$
|
5.76
|
|
ADSs
|
|
|
|
|
|
|
|
|
Month Ended
|
|
High
|
|
|
Low
|
|
March 31, 2016
|
|
US$
|
12.02
|
|
|
US$
|
9.81
|
|
April 30, 2016
|
|
US$
|
12.17
|
|
|
US$
|
10.95
|
|
May 31, 2016
|
|
US$
|
11.65
|
|
|
US$
|
10.75
|
|
June 30, 2016
|
|
US$
|
12.00
|
|
|
US$
|
10.37
|
|
July 31, 2016
|
|
US$
|
13.16
|
|
|
US$
|
10.51
|
|
August 31, 2016
|
|
US$
|
13.68
|
|
|
US$
|
11.76
|
|
September 30, 2016
|
|
US$
|
13.47
|
|
|
US$
|
12.30
|
|
October 31, 2016
|
|
US$
|
13.15
|
|
|
US$
|
5.76
|
|
November 30, 2016
|
|
US$
|
7.40
|
|
|
US$
|
6.52
|
|
December 31, 2016
|
|
US$
|
7.27
|
|
|
US$
|
6.64
|
|
January 31, 2017
|
|
US$
|
7.20
|
|
|
US$
|
6.28
|
|
February 28, 2017
|
|
US$
|
6.86
|
|
|
US$
|
6.02
|
|
The number of record holders of Trinity Biotechs ADSs as at February 28, 2017 amounts to 531, inclusive of
those brokerage firms and/or clearing houses holding Trinity Biotechs securities for their clients (with each such brokerage house and/or clearing house being considered as one holder).
73
Item 10
Additional
Information
The following is a summary of certain provisions of the Articles of Association of Trinity Biotech plc. This
summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Articles, which are included as an exhibit to this annual report.
Objects
The Companys objects, detailed in Clause 3 of its Memorandum of
Association, are varied and wide ranging and include the carrying on of the business of researchers, manufacturers, buyers, sellers and distributors of all kinds of patents, pharmaceutical, medicinal and diagnostic preparations, equipment, drugs and
accessories of every description. They also include the power to acquire shares or other interests or securities in other companies or businesses and to exercise all rights in relation thereto. The Companys registered number in Ireland is
183476.
Powers and Duties of Directors
The directors may make such arrangements as may be thought fit for the management of the Companys affairs in the Republic of Ireland or abroad.
A director may enter into a contract and be interested in any contract or proposed contract with the Company either as vendor, purchaser or otherwise and
shall not be liable to account for any profit made by him resulting therefrom provided that he has first disclosed the nature of his interest in such a contract at a meeting of the board as required by Section 231 of the Irish Companies Act
2014. Generally, a director must not vote in respect of any contract or arrangement or any proposal in which he has a material interest (otherwise than by virtue of his holding of shares or debentures or other securities in or through the Company).
In addition, a director shall not be counted in the quorum at a meeting in relation to any resolution from which he is barred from voting.
A
director is entitled to vote and be counted in the quorum in respect of certain arrangements in which he is interested (in the absence of some other material interest). These include the giving of a security or indemnity to him in respect of money
lent or obligations incurred by him for the Group, the giving of any security or indemnity to a third party in respect of a debt or obligation of the Group for which he has assumed responsibility, any proposal concerning an offer of shares or other
securities in which he may be interested as a participant in the underwriting or
sub-underwriting
and any proposal concerning any other company in which he is interested provided he is not the holder of or
beneficially interested in 1% or more of the issued shares of any class of share capital of such company or of voting rights.
The Board may
exercise all the powers of the Company to borrow money, to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities. The Board is obliged to restrict its borrowings to ensure that the aggregate
amount outstanding of all monies borrowed by the Group does not, without the previous sanction of an ordinary resolution of the Company, exceed an amount equal to twice the Adjusted Capital and Reserves (as defined in the Articles of Association).
However, no lender or other person dealing with the Company shall be obliged to see or to inquire whether the limit imposed is observed and no debt incurred in excess of such limit will be invalid or ineffectual unless the lender has express notice
at the time when the debt is incurred that the limit was or was to be exceeded.
Directors are not required to retire upon reaching any
specific age and are not required to hold any shares in the capital of the Group. The Articles provide for retirement of the directors by rotation.
One third of the directors other than a director holding executive office or, if their number is not three or a multiple of three, then the number nearest to but not exceeding one third, shall retire from
office at each annual general meeting. If, however, the number of directors subject to retirement by rotation is two, one of such directors shall retire. If the number of such directors is one, that director shall retire. Subject to the terms of the
Articles, the directors to retire at each annual general meeting shall be the directors who have been longest in office since their last appointment. Where directors are of equal seniority, the directors to retire shall, in the absence of agreement,
be selected by lot. A retiring director shall be eligible for
re-appointment
and shall act as director throughout the meeting at which he retires. A separate motion must be put to a meeting in respect of each
director to be appointed unless the meeting itself has first agreed that a single resolution is acceptable without any vote being given against it.
74
Rights, Preferences and Restrictions Attaching to Shares
The Company may, subject to the provisions of the Irish Companies Act 2014, issue any share on the terms that it is, or at the option of the Company is to
be liable, to be redeemed on such terms and in such manner as the Company may determine by special resolution.
At a general meeting, on a
show of hands, every member who is present in person or by proxy and entitled to vote shall have one vote (so, however, that no individual shall have more than one vote) and upon a poll, every member present in person or by proxy shall have one vote
for every share carrying voting rights of which he is the holder. In the case of joint holders, the vote of the senior (being the first person named in the register of members in respect of the joint holding) who tendered a vote, whether in person
or by proxy, shall be accepted to the exclusion of votes of the other joint holders.
Subject to any conditions of allotment, the directors
may from time to time make calls on members in respect of monies unpaid on their shares. At least 14 days notice must be given of each call. A call shall be deemed to have been made at the time when the resolution of the directors authorising such
call was passed.
Where a shareholder or person who appears to be interested in shares fails to comply with a request for information from the
Company in relation to the capacity in which such shares or interest are held, who is interested in them or whether there are any voting arrangements, that shareholder or person may be served with a disenfranchisement notice and may thereby be
restricted from transferring the shares and exercising the voting rights or receiving any sums in respect of the shares (except in the case of a liquidation).
In addition, if cheques in respect of the last three dividends paid to a shareholder remain uncashed, the Company is, subject to compliance with the procedure set out in the Articles of Association,
entitled to sell the shares of that shareholder.
Before recommending a dividend, the directors may reserve out of the profits of the Company
such sums as they think proper which shall be applicable for any purpose to which the profits of the Company may properly be applied and, pending such application, may be either employed in the business of the Company or be invested in such
investments (other than shares of the Company or of its holding company (if any)) as the directors may from time to time think fit.
The
Company may by ordinary resolution convert any paid up shares into stock and reconvert any stock into paid up shares of any denomination. The holders of stock may transfer the same or any part thereof in the same manner and according to the same
regulations to which the converted shares were subject.
Action Necessary to Change the Rights of Shareholders
In order to change the rights attaching to any class of shares, a special resolution passed at a class meeting of the holders of such shares is required.
The provisions in relation to general meetings apply to such class meetings except the quorum shall be two persons holding or representing by proxy at least one third in nominal amount of the issued shares of that class. In addition, in order to
amend any provisions of the Articles of Association in relation to rights attaching to shares, a special resolution of the shareholders as a whole is required. The special rights attached to any class of shares in the capital of the Company shall
not be deemed to be varied by the creation or issue of further shares ranking pari passu.
Calling of AGMs and EGMs of Shareholders
The Company must hold a general meeting as its annual general meeting each year. Not more than 15 months can elapse between annual
general meetings. The annual general meetings are held at such time and place as the directors determine and all other general meetings are called extraordinary general meetings. Every general meeting shall be held in the Republic of Ireland unless
all of the members entitled to attend and vote at such meeting consent in writing to it being held elsewhere or a resolution providing that it be held elsewhere was passed at the preceding annual general meeting. The directors may at any time call
an extraordinary general meeting and such meetings may also be convened on such requisition, or in default may be convened by such requisitions, as is provided by the Irish Companies Act 2014.
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In the case of an annual general meeting or a meeting at which a special resolution is proposed, 21 clear
days notice of the meeting is required and in any other case seven clear days notice is required. Notice must be given in writing to all members and to the auditors in accordance with the Articles of Association and must state the
details specified in the Articles of Association. A general meeting (other than one at which a special resolution is to be proposed) may be called on shorter notice subject to the agreement of the auditors and all members entitled to attend and vote
at it. In certain circumstances provided for in the Irish Companies Act 2014, extended notice of a general meeting is required. These include a meeting at which a resolution for the removal of a director before the expiration of his term of office
is proposed.
No business may be transacted at a general meeting unless a quorum is present. Five members present in person or by proxy (not
being less than five individuals) representing not less than 40% of the ordinary shares shall be a quorum. The Company is not obliged to serve notices upon members who have not served notice on the Company of an address in the Republic of Ireland or
the U.S. but otherwise there are no specific limitations in the Articles of Association restricting the rights of
non-resident
or foreign shareholders to hold or exercise voting rights respect of shares in the
Company.
However, the Financial Transfers Act, 1992 and regulations made thereunder prevent transfers of capital or payments between Ireland
and certain countries. These restrictions on financial transfers are more comprehensively described in Exchange Controls below. In addition, Irish competition law may restrict the acquisition by a party of shares in the Company but this
does not apply on the basis of nationality or residence.
Other Provisions of the Memorandum and Articles of Association
The Memorandum and Articles of Association do not contain any specific provisions:
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which would have an effect of delaying, deferring or preventing a change in control of the Company and which would operate only with respect to a
merger, acquisition or corporate restructuring involving the Company (or any of its subsidiaries); or
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governing the ownership threshold above which a shareholder ownership must be disclosed; or
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imposing conditions governing changes in the capital which are more stringent than is required by Irish law.
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The Company incorporates by reference all other information concerning its Memorandum and Articles of Association from the
Registration Statement on Form
F-1
on June 12, 1992.
Irish Law
As required by the Companies Act 2014, all of Trinity Biotechs private limited companies incorporated in Ireland (refer to Note
32) have been converted into the new form of private limited company. Pursuant to Irish law, Trinity Biotech must maintain a register of its shareholders. This register is open to inspection by shareholders free of charge and to any member of the
public on payment of a small fee. The books containing the minutes of proceedings of any general meeting of Trinity Biotech are required to be kept at the registered office of the Company and are open to the inspection of any member without charge.
Minutes of meetings of the Board of Directors are not open to scrutiny by shareholders. Trinity Biotech is obliged to keep proper accounting records. The shareholders have no statutory right to inspect the accounting records. The only financial
records, which are open to the shareholders, are the financial statements, which are sent to shareholders with the annual report. Irish law also obliges Trinity Biotech to file information relating to certain events within the Company (changes to
share rights, changes to the Board of Directors). This information is filed with the Companies Registration Office (the CRO) in Dublin and is open to public inspection. The Articles of Association of Trinity Biotech permit ordinary
shareholders to approve corporate matters in writing provided that it is signed by all the members for the time being entitled to vote and attend at general meeting. Ordinary shareholders are entitled to call a meeting by way of a
requisition. The requisition must be signed by ordinary shareholders holding not less than
one-tenth
of the paid up capital of the Company carrying the right of voting at general meetings of the Company.
Trinity Biotech is generally permitted, subject to company law, to issue shares with preferential rights, including preferential rights as to voting, dividends or rights to a return of capital on a winding up of the Company. Any shareholder who
complains that the affairs of the Company are being conducted or that the powers of the directors of the Company are being exercised in a manner oppressive to him or any of the shareholders (including himself), or in disregard of his or their
interests as shareholders, may apply to the Irish courts for relief. Shareholders have no right to maintain proceedings in respect of wrongs done to the Company.
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Ordinarily, our directors owe their duties only to Trinity Biotech and not its shareholders. The duties of
directors are twofold, fiduciary duties and duties of care and skill. Fiduciary duties are owed by the directors individually and owed to Trinity Biotech. Those duties include duties to act in good faith towards Trinity Biotech in any transaction,
not to make use of any money or other property of Trinity Biotech, not to gain directly or indirectly any improper advantage for himself at the expense of Trinity Biotech, to act bona fide in the interests of Trinity Biotech and exercise powers for
the proper purpose. A director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. When directors, as agents in transactions, make contracts on
behalf of the Company, they generally incur no personal liability under these contracts.
It is Trinity Biotech, as principal, which will be
liable under them, as long as the directors have acted within Trinity Biotechs objects and within their own authority. A director who commits a breach of his fiduciary duties shall be liable to Trinity Biotech for any profit made by him or for
any damage suffered by Trinity Biotech as a result of the breach. In addition to the above, a breach by a director of his duties may lead to a sanction from a Court including damages of compensation, summary dismissal of the director, a requirement
to account to Trinity Biotech for profit made and restriction of the director from acting as a director in the future.
Material Contracts
Other than contracts entered into in the ordinary course of business, the following represents the material contracts entered into by the Group:
Acquisition of Immco Diagnostics Inc
In 2013, the Group purchased 100% of the common stock of Immco Diagnostics Inc for a total consideration of US$32.88m. Immco, which is headquartered in Buffalo, New York, is a diagnostic company
specialising in the development, manufacture and sale of autoimmune test kits on a worldwide basis.
The key terms of the acquisition are as
follows:
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Cash consideration of US$31,652,000;
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Issuance of share option as at the acquisition date with a fair value of US$1,121,000; and
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The transfer of 5,566 Trinity Biotech ADSs as at the acquisition date (fair value of US$110,000).
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Acquisition of Fiomi Diagnostics AB
In
2012, the Group purchased 100% of the common stock of Fiomi Diagnostics AB for a total consideration of US$12.9 million (including US$3.2m of contingent payments net of interest of US$0.2m).
The key terms of the acquisition are as follows:
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An
up-front
cash payment of US$5.6m;
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The transfer of 408,000 Trinity Biotech ADSs as at the acquisition date (fair value of US$4.1m); and
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Contingent cash consideration (net present value) of US$3.2m.
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Exchange Controls and Other Limitations
Affecting Security Holders
Irish exchange control regulations ceased to apply from and after December 31, 1992. Except as indicated below, there are no restrictions on
non-residents
of
Ireland dealing in domestic securities, which includes shares or depositary receipts of Irish companies such as Trinity Biotech. Except as indicated below, dividends and redemption proceeds also continue to be freely transferable to
non-resident
holders of such securities. The Financial Transfers Act, 1992 gives power to the Minister for Finance of Ireland to make provision for the restriction of financial transfers between Ireland and other
countries and persons. Financial transfers are broadly defined and include all transfers that would be movements of capital or payments within the meaning of the treaties governing the member states of the European Union. The acquisition or disposal
of ADSs or ADRs representing shares issued by an Irish incorporated company and associated payments falls within this definition. In addition, dividends or payments on redemption or purchase of shares and payments on a liquidation of an Irish
incorporated company would fall within this definition.
At present the Financial Transfers Act, 1992 prohibits financial transfers involving
the late Slobodan Milosevic and associated persons, Burma (Myanmar), Belarus, certain persons indicted by the International Criminal Tribunal for the former Yugoslavia, the late Osama bin Laden,
Al-Qaida,
the
Taliban of Afghanistan, Democratic Republic of Congo, Democratic Peoples Republic of Korea (North Korea), Iran, Iraq, Côte dIvoire, Lebanon, Liberia, Zimbabwe, Sudan, Somalia, Republic of Guinea, Afghanistan, Egypt, Eritrea, Libya,
Syria, Tunisia, certain known terrorists and terrorist groups, and countries that harbour certain terrorist groups, without the prior permission of the Central Bank of Ireland.
Any transfer of, or payment in respect of, an ADS involving the government of any country that is currently the subject of United Nations sanctions, any person or body controlled by any of the foregoing,
or by any person acting on behalf of the foregoing, may be subject to restrictions pursuant to such sanctions as implemented into Irish law. We do not anticipate that orders under the Financial Transfers Act, 1992 or United Nations sanctions
implemented into Irish law will have a material effect on our business.
Taxation
The following discussion is based on U.S. and Republic of Ireland tax law, statutes, treaties, regulations, rulings and decisions all as of the date of
this annual report. Taxation laws are subject to change, from time to time, and no representation is or can be made as to whether such laws will change, or what impact, if any, such changes will have on the statements contained in this summary. No
assurance can be given that proposed amendments will be enacted as proposed, or that legislative or judicial changes, or changes in administrative practice, will not modify or change the statements expressed herein.
This summary is of a general nature only. It does not constitute legal or tax advice nor does it discuss all aspects of Irish taxation that may be
relevant to any particular Irish Holder or U.S. Holder of ordinary shares or ADSs.
This summary does not discuss all aspects of Irish and
U.S. federal income taxation that may be relevant to a particular holder of Trinity Biotech ADSs in light of the holders own circumstances or to certain types of investors subject to special treatment under applicable tax laws (for example,
financial institutions, life insurance companies,
tax-exempt
organisations, and
non-U.S.
taxpayers) and it does not discuss any tax consequences arising under the laws
of taxing jurisdictions other than the Republic of Ireland and the U.S. federal government. The tax treatment of holders of Trinity Biotech ADSs may vary depending upon each holders own particular situation.
Prospective purchasers of Trinity Biotech ADSs are advised to consult their own tax advisors as to the US, Irish or other tax consequences of the
purchase, ownership and disposition of such ADSs.
U.S. Federal Income Tax Consequences to U.S. Holders
The following is a summary of certain material U.S. federal income tax consequences that generally would apply with respect to the ownership and
disposition of Trinity Biotech ADSs, in the case of a holder of such ADSs who is a U.S. Holder (as defined below) and who holds the ADSs as capital assets. This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the
Code), Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as in effect on the date hereof and all of which are subject to change either prospectively or retroactively. For the
purposes of this summary, a U.S. Holder is: an individual who is a citizen or a resident of the United States; a corporation created or organised in or under the laws of the United States or any political subdivision thereof; an estate whose income
is subject to U.S. federal income tax regardless of its source; or a
trust that (a) is subject to the primary supervision of a court
within the United States and the control of one or more U.S. persons or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
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This summary does not address all tax considerations that may be relevant with respect to an investment in
ADSs. This summary does not discuss all the tax consequences that may be relevant to a U.S. Holder in light of such Holders particular circumstances or to U.S. Holders subject to special rules, including persons that are not U.S. holders,
broker dealers, financial institutions, certain insurance companies, investors liable for alternative minimum tax, tax exempt organisations, regulated investment companies,
non-resident
aliens of the U.S. or
taxpayers whose functional currency is not the U.S. Dollar, persons who hold ADSs through partnerships or other pass-through entities, persons who acquired their ADSs through the exercise or cancellation of employee stock options or otherwise
as compensation for services, investors that actually or constructively own 10% or more of Trinity Biotechs voting shares, and investors holding ADSs as part of a straddle or appreciated financial position or as part of a hedging or conversion
transaction.
If an entity treated as a partnership for U.S. federal income tax purposes owns ADSs, the U.S. federal income tax treatment of a
partner in such a partnership will generally depend upon the status of the partner and the activities of the partnership. The partners in a partnership which owns ADSs should consult their tax advisors about the U.S. federal income tax consequences
of holding and disposing of ADSs.
This summary does not address the effect of any U.S. federal taxation other than U.S. federal income
taxation. In addition, this summary does not include any discussion of state, local or foreign taxation. You are urged to consult your tax advisors regarding the foreign and U.S. federal, state and local tax considerations of an investment in ADSs.
For U.S. federal income tax purposes, U.S. Holders of Trinity Biotech ADSs will be treated as owning the underlying Class A
Ordinary Shares represented by the ADSs held by them. This discussion assumes such treatment is respected.
Dividends and Other
Distributions on ADSs
The gross amount of any distribution made by Trinity Biotech to U.S. Holders with respect to the underlying
shares represented by the ADSs held by them, including the amount of any Irish taxes withheld from such distribution, will be treated for U.S. federal income tax purposes as a dividend to the extent of Trinity Biotechs current and accumulated
earnings and profits, as determined for U.S. federal income tax purposes. The amount of any such distribution that exceeds Trinity Biotechs current and accumulated earnings and profits will be applied against and reduce a U.S. Holders
tax basis in the U.S. Holders ADSs, and any amount of the distribution remaining after the U.S. Holders tax basis has been reduced to zero will constitute capital gain. However, there can be no assurances we will calculate earnings and
profits under U.S. federal income tax principles. Therefore, any distribution we make to you may be reported as a dividend. The capital gain will be treated as a long-term or short-term capital gain depending on whether or not the U.S. Holders
ADSs have been held for more than one year as of the date of the distribution.
Dividends paid by Trinity Biotech generally will not qualify
for the dividends received deduction otherwise available to U.S. corporate shareholders.
Subject to complex limitations, any Irish
withholding tax imposed on such dividends will be a foreign income tax eligible for credit against a U.S. Holders U.S. federal income tax liability (or, alternatively, for deduction against income in determining such tax liability) where
certain conditions are satisfied. The limitations set out in the Code include computational rules under which foreign tax credits allowable with respect to specific classes of income, commonly referred to as baskets, cannot exceed the
U.S. federal income taxes otherwise payable with respect to each such class of income. Dividends generally will be treated as
foreign-source
passive category income or, in the case of certain U.S. Holders,
general category income for U.S. foreign tax credit purposes. Further, there are special rules for computing the foreign tax credit limitation of a taxpayer who receives dividends subject to a reduced tax, see discussion below.
A U.S. Holder will be denied a foreign tax credit with respect to Irish income tax withheld from dividends received on the ADSs to the extent such U.S.
Holder has not held the ADSs for at least 16 days of the
31-day
period beginning on the date which is 15 days before the
ex-dividend
date, or to the extent such U.S.
Holder is under an obligation to make related payments with respect to substantially similar or related property. Any days during which a U.S. Holder has substantially diminished its risk of loss on the ADSs are not counted toward meeting the
16-day
holding period
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required by the Code. If a refund of the tax withheld is available to you under the laws of Ireland or under the United States and Ireland treaty (the Treaty), the amount of tax
withheld that is refundable will not be eligible for such credit against your U.S. federal income tax liability (and will not be eligible for the deduction against your U.S. federal taxable income). The rules relating to the determination of the
foreign tax credit are complex, and you should consult with your personal tax advisors to determine whether and to what extent you would be entitled to this credit against your U.S. federal income tax liability.
Subject to certain limitations, including the PFIC rules discussed below, qualified dividend income received by a noncorporate U.S. Holder
will be subject to tax at lower rates. Distributions taxable as dividends paid on the ADSs should qualify as qualified dividend income provided that either: (i) we are entitled to benefits under the Treaty or (ii) the ADSs are readily
tradable on an established securities market in the U.S. and certain other requirements are met. We believe that we are entitled to benefits under the Treaty and that the ADSs currently are readily tradable on an established securities market in the
U.S. However, no assurance can be given that the ordinary shares will remain readily tradable. The rate reduction does not apply unless certain holding period requirements are satisfied. With respect to the ADSs, the U.S. Holder must have held such
ADSs for at least 61 days during the
121-day
period beginning 60 days before the
ex-dividend
date. The rate reduction also does not apply to dividends received from
passive foreign investment companies, see discussion below, or in respect of certain hedged positions or in certain other situations. The legislation enacting the reduced tax rate contains special rules for computing the foreign tax credit
limitation of a taxpayer who receives dividends subject to the reduced tax rate. U.S. Holders of ADSs should consult their own tax advisors regarding the effect of these rules in their particular circumstances.
Dispositions of the ADSs
Upon a
sale or exchange of ADSs, a U.S. Holder will recognise a gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realised on the sale or exchange and the U.S. Holders adjusted tax basis in the
ADSs sold or exchanged. Such gain or loss generally will be capital gain or loss and will be long-term or short-term capital gain or loss depending on whether the U.S. Holder has held the ADSs sold or exchanged for more than one year at the time of
the sale or exchange. If you are a
non-corporate
U.S. Holder, long-term capital gains may be eligible for reduced tax rates.
Passive Foreign Investment Company
For U.S. federal income tax purposes, a foreign
corporation is treated as a passive foreign investment company (or PFIC) in any taxable year in which, after taking into account the income and assets of the corporation and certain of its subsidiaries pursuant to the
applicable look through rules, either (1) at least 75% of the corporations gross income is passive income or (2) at least 50% of the average value of the corporations assets is attributable to assets that produce
passive income or are held for the production of passive income. Based on the nature of its present business operations, assets and income, Trinity Biotech believes that for the year 2016, it is not a PFIC. However, no assurance can be given that
changes will not occur in Trinity Biotechs business operations, assets and income that might cause it to be treated as a PFIC at some future time.
If Trinity Biotech were to become a PFIC, a U.S. Holder of ADSs would be required to allocate to each day in the holding period for such U.S. Holders ADSs a pro rata portion of any distribution
received (or deemed to be received) by the U.S. Holder from Trinity Biotech, to the extent the distribution so received constitutes an excess distribution, as defined under U.S. federal income tax law. Generally, a distribution received
during a taxable year by a U.S. Holder with respect to the underlying shares represented by any of the U.S. Holders ADSs would be treated as an excess distribution to the extent that the distribution so received, plus all other
distributions received (or deemed to be received) by the U.S. Holder during the taxable year with respect to such underlying shares, is greater than 125% of the average annual distributions received by the U.S. Holder with respect to such underlying
shares during the three preceding years (or during such shorter period as the U.S. Holder may have held the ADSs). Any portion of an excess distribution that is treated as allocable to one or more taxable years prior to the year of distribution
during which Trinity Biotech was classified as a PFIC would be subject to U.S. federal income tax in the year in which the excess distribution is made, but it would be subject to tax at the highest tax rate applicable to the U.S. Holder in the prior
tax year or years. The U.S. Holder also would be subject to an interest charge, in the year in which the excess distribution is made, on the amount of taxes deemed to have been deferred with respect to the excess distribution. In addition, any gain
recognised on a sale or other disposition of a U.S. Holders ADSs, including any gain recognised on a liquidation of Trinity Biotech, would be treated in the same manner as an excess distribution. Any such gain would be treated as ordinary
income rather than as capital gain.
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If Trinity Biotech became a PFIC, a U.S. Holder may make a qualifying electing fund (or
QEF) election in the year Trinity Biotech first becomes a PFIC or in the year the U.S. Holder acquires the ADSs, whichever is later. This election provides for a current inclusion of Trinity Biotechs ordinary income and capital
gain income in the U.S. Holders U.S. taxable income. In return, any gain on sale or other disposition of a U.S. Holders ADSs in Trinity Biotech, if it were classified as a PFIC, will be treated as capital, and the interest penalty will
not be imposed. This election is not made by Trinity Biotech, but by each U.S. Holder. Trinity Biotech must provide certain information to the U.S. Holder in order to qualify as a QEF. U.S. Holders should contact their tax advisor for further
information on this area.
Alternatively, if the ADSs are considered marketable stock a U.S. Holder may elect to
mark-to-market
its ADSs, and such U.S. Holder would not be subject to the rules described above. Instead, such U.S. Holder would generally include in income any
excess of the fair market value of the ADSs at the close of each tax year over its adjusted basis in the ADSs. If the fair market value of the ADSs had depreciated below the U.S. Holders adjusted basis at the close of the tax year, the U.S. Holder
may generally deduct the excess of the adjusted basis of the ADSs over its fair market value at that time. However, such deductions generally would be limited to the net
mark-to-market
gains, if any, that the U.S. Holder included in income with respect to such ADSs in prior years. Income recognised and deductions allowed under the
mark-to-market
provisions, as well as any gain or loss on the disposition of ADSs with respect to which the
mark-to-market
election is made, is treated as ordinary income or loss (except that loss is treated as capital loss to the extent the loss exceeds the net
mark-to-market
gains, if any, that a U.S. Holder included in income with respect to such ADSs in prior years). However, gain or loss from the disposition of ADSs (as to which
a
mark-to-market
election was made) in a year in which Trinity Biotech is no longer a PFIC, will be capital gain or loss. The ADSs should be considered
marketable stock if they traded at least 15 days during each calendar quarter of the relevant calendar year in more than de minimis quantities.
If a U.S. Holder owns ADSs during any year in which we are a PFIC, the U.S. Holder generally must file an IRS Form 8621 with respect to Trinity Biotech, generally with the U.S. Holders federal
income tax return for that year.
Information Reporting and Backup Withholding
Distributions made with respect to underlying shares represented by ADSs and proceeds from the sale, exchange or other disposition of ADSs may be subject
to information reporting to the IRS and to US backup withholding tax. Backup withholding will not apply, however, if the U.S. Holder (i) is a corporation or comes within certain exempt categories, and demonstrates its eligibility for exemption
when so required, or (ii) furnishes a correct taxpayer identification number and makes any other required certification.
Backup
withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a U.S. Holders U.S. tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup
withholding rules by filing the appropriate claim for refund with the IRS.
Information with Respect to Foreign Financial Assets
U.S. individuals (and, under proposed regulations, certain entities) that hold certain specified foreign financial assets, including
stock in a foreign corporation, with values in excess of certain thresholds are required to file with their U.S. federal income tax return Form 8938, on which information about the assets, including their value, is provided. Taxpayers who fail to
file the form when required are subject to penalties. An exemption from reporting applies to foreign assets held through certain financial institutions. Investors are encouraged to consult with their own tax advisors regarding the possible
application of this disclosure requirement to their investment in our ordinary shares.
Medicare Contribution Tax
In addition to the income taxes described above, U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds will be
subject to a 3.8% Medicare contribution tax on net investment income, which includes dividends and capital gains.
U.S. Holders may be
subject to state or local income and other taxes with respect to their purchase, ownership and disposition of ADSs. U.S. Holders of ADSs should consult their own tax advisers as to the applicability and effect of any such taxes.
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Republic of Ireland Taxation
For the purposes of this summary, an Irish Holder means a holder of ordinary shares or ADSs evidenced by ADSs that (i) beneficially owns the ordinary shares or ADSs registered in its
name; (ii) in the case of individual holders, are resident, ordinarily resident and domiciled in Ireland under Irish taxation laws; (iii) in the case of holders that are companies, are resident in Ireland under Irish taxation laws; and
(iv) are not also resident in any other country under any double taxation agreement entered into by Ireland.
For Irish taxation
purposes, Irish Holders of ADSs will be treated as the owners of the underlying ordinary shares represented by such ADSs.
Solely for the
purposes of this summary of Irish Tax considerations, a U.S. Holder means a holder of ordinary shares or ADSs evidenced by ADSs that (i) beneficially owns the ordinary shares or ADSs registered in its name; (ii) is resident in
the United States for the purposes of the Republic of Ireland/United States Double Taxation Convention (the Treaty); (iii) in the case of an individual holder, is not also resident or ordinarily resident in Ireland for Irish tax purposes;
(iv) in the case of a corporate holder, is not a resident in Ireland for Irish tax purposes and is not ultimately controlled by persons resident in Ireland; and (v) is not engaged in any trade or business in Ireland and does not perform
independent personal services through a permanent establishment or fixed base in Ireland.
In 2011, the Board decided that it was an
appropriate time to commence a dividend policy for the first time in the Companys history. The payment of a dividend is generally subject to dividend withholding tax (DWT) at the standard rate of income tax in force at the time the
dividend is paid, currently 20%. Under current legislation, where DWT applies, Trinity Biotech will be responsible for withholding it at source.
DWT will not be withheld where an exemption applies and where Trinity Biotech has received all necessary documentation from the recipient prior to payment of the dividend.
Corporate Irish Holders will generally be entitled to claim an exemption from DWT by delivering a declaration which confirms that the company is resident
in Ireland for tax purposes to Trinity Biotech in the form prescribed by the Irish Revenue Commissioners. Such corporate Irish Holders will generally not otherwise be subject to Irish tax in respect of dividends received.
Individual Irish Holders will be subject to income tax on the gross amount of any dividend (that is the amount of the dividend received plus any DWT
withheld), at their marginal rate of income tax, currently either 20% or 40% depending on the individuals circumstances, excluding Pay Related Social Insurance (PRSI) and the Universal Social Charge (USC). Individual
Irish Holders will be able to claim a credit against their resulting income tax liability in respect of DWT withheld. Individual Irish Holders may, depending on their circumstances, also be subject to the Irish USC of up to 8%, with a further 3%
surcharge also arising on certain income in excess of 100,000 and a PRSI contribution of up to 4% in respect of their dividend income.
Under the Irish Taxes Consolidation Act 1997, dividends paid by Trinity Biotech to
non-Irish
shareholders will,
unless exempted, be subject to DWT. Such
non-Irish
shareholders will not suffer DWT on dividends if the shareholder is:
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an individual resident in the U.S. (or certain other countries with which Ireland has a double taxation treaty) and who is neither resident nor
ordinarily resident in Ireland; or
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a U.S. tax resident corporation not under the control of Irish residents; or
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a corporation that is not resident in Ireland and which is ultimately controlled by persons resident in the U.S. (or certain other countries with which
Ireland has a double taxation treaty), with such person or persons not under the control of persons who are not so resident; or
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a corporation that is not resident in Ireland and the principal class of whose shares (or its 75% parents principal class of shares) is
substantially or regularly traded on a recognised stock exchange; or
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is otherwise entitled to an exemption from DWT.
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In order to avail of the above exemption, certain declarations must be made in advance to the paying company.
A self-assessment system applies to a company tax resident in a treaty jurisdiction receiving dividends, under which a
non-resident
company will provide a
declaration and certain information to the dividend paying company or intermediary to claim the exemption.
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Special DWT arrangements are available in the case of shares in Irish companies held by U.S. resident
holders through American depository banks using ADSs where such banks enter into intermediary agreements with the Irish Revenue Commissioners and are viewed as qualifying intermediaries under Irish Tax legislation. Under such agreements, American
depository banks who receive dividends from Irish companies and pay the dividends on to the U.S. resident ADS holders are allowed to receive and pass on a dividend from the Irish company on a gross basis (without any withholding) if:
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the recipient is the direct beneficial owner of the shares, and
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the depository banks ADS register shows that the direct beneficial owner of the dividends has a U.S. address on the register, and
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there is an intermediary between the depository bank and the beneficial shareholder and the depository bank receives confirmation from the intermediary
that the beneficial shareholders address in the intermediarys records is in the U.S.
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Where the above procedures
have not been complied with and DWT is withheld from dividend payments to U.S. Holders of ordinary shares or ADSs evidenced by ADSs, such U.S. Holders can apply to the Irish Revenue Commissioners claiming a full refund of DWT paid by filing a
declaration / claim in the form prescribed by the Irish Revenue Commissioners. Certain accompanying information should also be included when making such claims.
The DWT rate applicable to U.S. Holders is reduced to 5% under the terms of the Treaty for corporate U.S. Holders holding 10% or more of voting shares and to 15% for other U.S. Holders. While this will,
subject to the application of Article 23 of the Treaty, generally entitle U.S. Holders to claim a partial refund of DWT from the Irish Revenue Commissioners, U.S. Holders will, in most circumstances, likely prefer to seek a full refund of DWT under
Irish domestic legislation (see above).
Disposals of Ordinary Shares or ADSs
Irish Holders that acquire ordinary shares or ADSs will generally be considered, for Irish tax purposes, to have acquired their ordinary shares or ADSs at a base cost equal to the amount paid for the
ordinary shares or ADSs. On subsequent dispositions, ordinary shares or ADSs acquired at an earlier time will generally be deemed, for Irish tax purposes, to be disposed of on a first in first out basis before ordinary shares or ADSs
acquired at a later time. Irish Holders that dispose of their ordinary shares or ADSs will be subject to Irish capital gains tax (CGT) to the extent that the proceeds realised from such disposition exceed the indexed base cost of the
ordinary shares or ADSs disposed of and any incidental expenses. The current rate of CGT is 33% and this applies to disposals made on or after 6 December 2012. Indexation of the base cost of the ordinary shares or ADSs is available up to
31 December 2002, and only in respect of ordinary shares or ADSs held for more than 12 months prior to their disposal.
Irish Holders
that have unutilised capital losses from other sources in the current, or any previous tax year, can generally apply such losses to reduce gains realised on the disposal of the ordinary shares or ADSs.
An annual exemption allows individuals to realise chargeable gains of up to 1,270 in each tax year without giving rise to CGT. This exemption is
specific to the individual and cannot be transferred between spouses. Irish Holders are required, under Irelands self-assessment system, to file tax returns reporting any chargeable gains arising to them in a particular tax year.
Where disposal proceeds are received in a currency other than Euro they must be translated into euro amounts to calculate the amount of any chargeable
gain or loss. Similarly, acquisition costs denominated in a currency other than Euro must be translated at the date of acquisition in Euro amounts.
Irish Holders that realise a loss on the disposal of ordinary shares or ADSs will generally be entitled to offset such allowable losses against capital gains realised from other sources in determining
their CGT liability in that year. Allowable losses which remain unrelieved in a year may generally be carried forward indefinitely for CGT purposes and applied against capital gains in future years.
Transfers between spouses who live together will not give rise to any chargeable gain or loss for CGT purposes with the acquiring spouse acquiring the
same pro rata base cost and acquisition date as that of the transferring spouse.
83
U.S. Holders will not be subject to Irish CGT on the disposal of ordinary shares or ADSs provided that such
ordinary shares or ADSs are quoted on a stock exchange at the time of disposition. The stock exchange for this purpose is the Nasdaq National Market (NASDAQ). While it is our intention to continue the quotation of ADSs on NASDAQ, no
assurances can be given in this regard.
If, for any reason, our ADSs cease to be quoted on NASDAQ, U.S. Holders will not be subject to CGT on
the disposal of their ordinary shares or ADSs provided that the ordinary shares or ADSs do not, at the time of the disposal, derive the greater part of their value from land, buildings, minerals, or mineral rights or exploration rights in Ireland.
A gift or inheritance of ordinary shares will be, or in the case of ADSs may be, within the charge to capital acquisitions tax, regardless of
where the disponer or the donee/successor in relation to the gift/inheritance is domiciled, resident or ordinarily resident. Capital acquisitions tax is levied at a rate of 33% on the taxable value of the gift or inheritance above certain
tax-free
thresholds and this rate applies in respect of gifts and inheritances taken on or after 6 December 2012 (the rate was 30% between 7 December 2011 and 5 December 2012). The
tax-free
threshold is determined by the amount of the current benefit and of previous benefits received within the group threshold since 5 December 1991, which are within the charge to capital acquisitions tax and
the relationship between the former holder and the successor. Gifts and inheritances between spouses are not subject to the capital acquisitions tax. Gifts of up to 3,000 can be received each year from any given individual without triggering a
charge to capital acquisitions tax. Where a charge to Irish CGT and capital acquisitions tax arises on the same event, capital acquisitions tax payable on the event can be reduced by the amount of the CGT payable. There should be no clawback of the
same event credit of CGT offset against capital acquisitions tax provided the donee does not dispose of the ordinary shares or ADSs within two years from the date of gift.
The Estate Tax Convention between Ireland and the United States generally provides for Irish capital acquisitions tax paid on inheritances in Ireland to be credited, in whole or in part, against tax
payable in the United States, in the case where an inheritance of ordinary shares or ADSs is subject to both Irish capital acquisitions tax and U.S. federal estate tax. The Estate Tax Convention does not apply to Irish capital acquisitions tax paid
on gifts.
Irish stamp duty, which is a tax imposed on certain documents, is payable on all transfers of ordinary shares of an Irish
registered company (other than transfers made between spouses, transfers made between 90% associated companies, or certain other exempt transfers) regardless of where the document of transfer is executed. Irish stamp duty is also payable on
electronic transfers of ordinary shares. A transfer of ordinary shares made as part of a sale or gift will generally be stampable at the ad valorem rate of 1% of the value of the consideration received for the transfer, or, if higher, the market
value of the shares transferred. Any instrument executed on or after 24 December 2008 which transfers stock or marketable securities on sale where the amount or value of the consideration is 1,000 or less may be exempt from stamp duty.
Where the consideration for a sale is expressed in a currency other than Euro, the duty will be charged on the Euro equivalent calculated at the rate of exchange prevailing at the date of the transfer.
Transfers of ordinary shares where no beneficial interest passes (e.g. a transfer of shares from a beneficial owner to a nominee) will generally be
exempt from stamp duty.
Transfers of ADSs are exempt from Irish stamp duty as long as the ADSs are quoted on any recognised stock exchange in
the U.S. or Canada.
Transfers of ordinary shares from the Depositary or the Depositarys custodian upon surrender of ADSs for the
purposes of withdrawing the underlying ordinary shares from the ADS system, and transfers of ordinary shares to the Depositary or the Depositarys custodian for the purposes of transferring ordinary shares onto the ADS system, will be stampable
at the ad valorem rate of 1% of the value of the shares transferred if the transfer relates to a sale or contemplated sale or any other change in the beneficial ownership of ordinary shares. Such transfers will be exempt from Irish stamp duty if the
transfer does not relate to or involve any change in the beneficial ownership in the underlying ordinary shares and the transfer form contains the appropriate certification. The person accountable for the payment of stamp duty is the transferee or,
in the case of a transfer by way of gift or for consideration less than the market value, both parties to the transfer. Stamp duty is normally payable within 30 days after the date of execution of the transfer. Late or inadequate payment of stamp
duty may result in liability for interest, penalties, surcharge and fines.
84
Dividend Policy
In 2011, the Board decided that it was an appropriate time to pay a dividend for the first time in the Companys history. The Board proposed a final dividend of 22 cents per ADS in respect of the
2014 financial year and this proposal was approved by the shareholders at the 2015 Annual General Meeting of the Company and subsequently paid during the course of 2015. A dividend of 22 cents per ADS was approved and paid in 2014, in respect of the
2014 financial year. A dividend of 20 cents per ADS was approved and paid in 2013, in respect of the 2012 financial year. A dividend of 15 cents per ADS was approved and paid in 2012, in respect of the 2011 financial year. A dividend of 10 cents per
ADS was approved and paid in 2011, in respect of the 2010 financial year. Dividends or other distributions are declared and paid in US Dollars. Any future cash dividends will depend upon the Companys results of operations, financial condition,
cash requirements, availability of surplus and such other factors as the Board of Directors may deem relevant, and will be subject to approval by the Companys shareholders. Accordingly, there can be no assurance that a dividend will be
declared each year or that, if a dividend is declared, it will be comparable with the one declared the previous year. In March 2016, the Company announced that it was suspending its dividend and that a share buyback program would be commenced.
Documents on Display
This annual report and the exhibits thereto and any other document that we have to file pursuant to the Exchange Act may be inspected without charge and copied at prescribed rates at the Securities and
Exchange Commission public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549; and on the Securities and Exchange Commission Internet site (http://www.sec.gov). You may obtain information on the operation of the Securities and
Exchange Commissions public reference room in Washington, D.C. by calling the Securities and Exchange Commission at
1-800-SEC-0330
or by visiting the Securities and Exchange Commissions website at http://www.sec.gov, and may obtain copies
of our filings from the public reference room by calling (202)
551-8090.
The Exchange Act file number for our Securities and Exchange Commission filings is
000-22320.
The information on our website is not incorporated by reference into this annual report.
Item 11
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Quantitative and Qualitative Disclosures about Market Risk
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Quantitative information about Market Risk
Interest rate sensitivity
Trinity Biotech monitors its exposure to changes in interest and exchange rates by estimating the impact of possible changes on reported profit before tax
and net worth. The Group accepts interest rate and currency risk as part of the overall risks of operating in different economies and seeks to manage these risks by following the policies set above.
Trinity Biotech estimates that the maximum effect of a rise of one percentage point in one of the principal interest rates to which the Group is exposed,
without making any allowance for the potential impact of such a rise on exchange rates, would be an increase in the loss before tax for 2016 by approximately 1.8%.
Exchange rate sensitivity
At
year-end
2016,
approximately 10.4% of the Groups US$108,727,000 net worth (shareholders equity) was denominated in currencies other than the US Dollar, principally the Euro, Canadian Dollar, Swedish Kroner and Great British Pound.
A strengthening or weakening of the US Dollar by 10% against all the other currencies in which the Group operates, would have the approximate effect
of reducing or increasing the Groups 2016
year-end
net worth by US$1,134,000.
Qualitative
information about Market Risk
Trinity Biotechs treasury policy is to manage financial risks arising in relation to or as a result of
underlying business needs. The activities of the treasury function, which does not operate as a profit centre, are carried out in accordance with board approved policies and are subject to regular internal review. These activities include the Group
making use of spot and forward foreign exchange markets.
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Trinity Biotech uses a range of financial instruments (including cash, forward contracts and finance leases)
to fund its operations. These instruments are used to manage the liquidity of the Group in a cost effective,
low-risk
manner. Working capital management is a key additional element in the effective management
of overall liquidity. Trinity Biotech does not trade in financial instruments or derivatives.
The main risks arising from the utilisation of
these financial instruments are interest rate risk, liquidity risk and foreign exchange risk.
Trinity Biotechs reported net income and
net assets are all affected by movements in foreign exchange rates.
At December 31, 2016 Group borrowings were at fixed rates of
interest and consisted of US Dollar denominated exchangeable notes and Euro denominated finance leases. At December 31, 2016
year-end
borrowings totalled US$92,232,000 (2015: US$92,827,000) at
interest rates of 4.00% to 4.59% (2015: 4.00% to 4.59%). At December 31, 2014, 2013 and 2012 the Group had no borrowings. See Item 18, Note 27.
In broad terms, a
one-percentage
point increase in interest rates would increase interest income by US$770,000 (2015: US$1,020,000) and would not affect the
interest expense in 2016 or 2015; resulting in an increase in interest income of US$770,000 (2015: US1,020,000).
The majority of the
Groups activities are conducted in US Dollars. The primary foreign exchange risk arises from the fluctuating value of the Groups Euro, Swedish Kroner and Brazilian Real denominated expenses as a result of the movement in the exchange
rate between the US Dollar and those currencies. Arising from this, where considered necessary, the Group periodically pursues a treasury policy which aims to sell US Dollars forward to match a portion of its uncovered Euro, Kroner and Real
expenses at exchange rates lower than budgeted exchange rates. These forward contracts are primarily cashflow hedging instruments whose objective is to cover a portion of these Euro, Kroner or Real forecasted transactions. These forward contracts
normally have maturities of less than one year after the balance sheet date. There were no forward contracts in place as at 31 December, 2016.
The Group had foreign currency denominated cash balances equivalent to US$2,003,000 at December 31, 2016 (2015: US$1,683,000).
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Item 12
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Description of Securities Other than Equity Securities
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Fees and Charges Payable by ADS Holders
The table below summarizes the fees and charges that a holder of our ADSs may have to pay, directly or indirectly, to our depositary, The Bank of New York
Mellon, pursuant to the deposit agreement (filed with the SEC on January 15, 2004 as an exhibit to our Form
F-6,
registration no.
333-111946)
and the types of
services and the amount of the fees or charges paid for such services. The actual fees payable by Trinity Biotech and the holders of ADSs are negotiated between Trinity Biotech and the depositary. In connection with these arrangements, Trinity
Biotech has agreed to pay various fees and expenses of the depositary. Trinity Biotech will pay any fee chargeable upon the issuance of ADSs in connection with the exchange of the notes. Currently, ADS holders are responsible for paying a fee upon
the delivery of ordinary shares against the surrender of ADSs.
The fees and charges that an ADS holder may be required to pay can be changed
in the future upon mutual agreement between Trinity Biotech and by the depositary and may include:
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Service
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Rate
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By whom paid
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(1) Issuance of ADSs upon deposit of ordinary shares.
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Up to $10.00 per 100 ADSs (or portion thereof) issued.
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Persons depositing ordinary shares or person receiving ADSs.
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(2) Delivery of deposited securities against surrender of ADSs.
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Up to $10.00 per 100 ADSs (or portion thereof) issued.
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Persons surrendering ADSs for the purpose of withdrawal of deposited securities or persons to whom deposited securities are delivered.
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(3) Issuance of ADSs in connection with a distribution of shares.
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Up to $10.00 per 100 ADSs (or portion thereof) issued.
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Person to whom distribution is made.
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(4) Distribution of cash dividends or other cash distributions, including distribution of cash proceeds following the sale of rights, shares or other property in accordance with the
deposit agreement
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Up to $0.02 per 1 ADS
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Person to whom distribution is made.
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(5) Transfer of ADSs
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Up to $1.50 per certificate for ADRs or ADRs transferred
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Person to whom Receipt is transferred.
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In addition, ADS holders are responsible for certain fees and expenses incurred by the depositary and certain taxes and
governmental charges such as:
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transfer and registration fees of securities on Trinity Biotechs securities register to or from the name of the depositary or its agent when ADS
holders deposit or withdrawal securities;
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expenses for cable, telex and fax transmissions and for delivery of securities;
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expenses incurred for converting foreign currency into U.S. dollars; and
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taxes and duties upon the transfer of securities (i.e., when ordinary shares are deposited or withdrawn from deposit, other than taxes for which
Trinity Biotech is liable).
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Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the
depositary by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for cancellation. The brokers in turn charge these fees
to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date.
87
The Depositary fees payable for cash distributions are generally deducted from the cash being distributed.
In the case of distributions other than cash (e.g., stock dividend, rights), the depositary charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor, the
depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary generally collects its fees through the systems provided by DTC (whose nominee is the
registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients ADSs in DTC accounts in turn charge their clients accounts the amount of the
fees paid to the depositary.
In the event of refusal to pay taxes or other governmental charges by the holder of an ADS, the depositary may,
under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of such tax or other governmental charge from any distribution to be made to the ADS holder, and the ADS holder would remain
liable for any deficiency.
The disclosure under this heading Fees and Charges Payable by ADS Holders is subject to and qualified
in its entirety by reference to the full text of the Deposit Agreement.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
1.
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BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
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The principal accounting policies adopted by Trinity Biotech plc (the Company) and its subsidiaries (the Group) are set out below.
Trinity Biotech develops, acquires, manufactures and markets medical diagnostic products for the clinical laboratory and
point-of-care
segments of the diagnostic market. These products are used to detect autoimmune, infectious and sexually transmitted diseases, diabetes and disorders of the
liver and intestine. Trinity Biotech also is a significant provider of raw materials to the life sciences and research industries globally.
ii
)
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Statement of compliance
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The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)
both as issued by the International Accounting Standards Board (IASB) and as subsequently adopted by the European Union (EU) (together IFRS). The IFRS applied are those effective for accounting periods
beginning January 1, 2016. Consolidated financial statements are required by Irish law to comply with IFRS as adopted by the EU which differ in certain respects from IFRS as issued by the IASB. These differences predominantly relate to the
timing of adoption of new standards by the EU. However, as none of the differences are relevant in the context of Trinity Biotech, the consolidated financial statements for the periods presented comply with IFRS both as issued by the IASB and
as adopted by the EU.
iii)
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Basis of preparation
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The consolidated financial statements have been prepared in United States Dollars (US$), rounded to the nearest thousand, under the historical cost basis of accounting, except for derivative financial
instruments, certain balances arising on acquisition of subsidiary entities and share-based payments which are initially recorded at fair value. Derivative financial instruments are also subsequently carried at fair value.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that
affect the application of policies and amounts reported in the financial statements and accompanying notes. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis of making the judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements made by management that have a significant effect on the financial statements and estimates with a significant risk of material
adjustment in the next year are discussed in Note 31.
Having considered the Groups current financial position and
cashflow projections, the directors believe that the Group will be able to continue in operational existence for at least the next 12 months from the date of approval of these consolidated financial statements and that it is appropriate to continue
to prepare the consolidated financial statements on a going concern basis.
The accounting policies set out below have been
applied consistently to all periods presented in these consolidated financial statements. The accounting policies have been applied consistently by all Group entities.
iv)
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Basis of consolidation
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Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and reporting policies of an entity so as to obtain
benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the
date that control commences until the date that control ceases.
100
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
1.
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BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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Transactions eliminated on consolidation
Intra-group balances and any unrealised gains or losses or income and expenses arising from intra-group transactions are eliminated in
preparing the consolidated financial statements.
v)
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Property, plant and equipment
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Owned assets
Items of property, plant and equipment are stated at
cost less any accumulated depreciation and any impairment losses (see Note 1(viii)). The cost of self-constructed assets includes the cost of materials, direct labour and attributable overheads. It is not Group policy to revalue any items of
property, plant and equipment.
Depreciation is charged to the statement of operations on a straight-line basis to
write-off
the cost of the assets over their expected useful lives as follows:
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Leasehold improvements
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5-15 years
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Buildings
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50 years
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Office equipment and fittings
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10 years
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Computer equipment
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3-5
years
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Plant and equipment
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5-15
years
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Land is not depreciated. The residual values, if not insignificant, useful lives and depreciation methods
of property, plant and equipment are reviewed and adjusted if appropriate on a prospective basis, at each balance sheet date. There were no changes to useful lives in the year.
Leased assets as lessee
Leases under terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance lease is
stated at an amount equal to the lower of its fair value and present value of the minimum lease payments at inception of the lease, less accumulated depreciation and any impairment losses. 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 financial expenses in the statement of operations.
Depreciation is calculated in order to
write-off
the amounts capitalised over the estimated useful
lives of the assets, or the lease term if shorter, by equal annual instalments. The excess of the total rentals under a lease over the amount capitalised is treated as interest, which is charged to the statement of operations in proportion to the
amount outstanding under the lease. Leased assets are reviewed for impairment (see Note 1(viii)).
Leases other than finance
leases are classified as operating leases, and the rentals thereunder are charged to the statement of operations on a straight-line basis over the period of the leases. Lease incentives are recognised in the statement of operations on a
straight-line basis over the lease term.
Leased assets as lessor
Leases where the Group substantially transfers the risks and benefits of ownership of the asset to the customer are classified as finance
leases within finance lease receivables. The Group recognises the amount receivable from assets leased under finance leases at an amount equal to the net investment in the lease. Finance lease income is recognised as revenue in the statement of
operations reflecting a constant periodic rate of return on the Groups net investment in the lease.
Assets provided to
customers under leases other than finance leases are classified as operating leases and carried in property, plant and equipment at cost and are depreciated on a straight-line basis over the useful life of the asset or the lease term, if shorter.
Subsequent costs
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when
that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the replaced item can be measured reliably. All other costs are recognised in the statement of operations as an
expense as incurred.
101
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
1.
|
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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In respect of
business combinations that have occurred since January 1, 2004 (being the transition date to IFRS), goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired.
In respect of acquisitions prior to this date, goodwill is included on the basis of its deemed cost, which represents the amount recorded
under the old basis of accounting, Irish GAAP, (Previous GAAP). Save for retrospective restatement of deferred tax as an adjustment to retained earnings in accordance with IAS 12,
Income Taxes,
the classification and accounting
treatment of business combinations undertaken prior to the transition date were not reconsidered in preparing the Groups opening IFRS balance sheet as at January 1, 2004.
To the extent that the Groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities
acquired exceeds the cost of a business combination, the identification and measurement of the related assets, liabilities and contingent liabilities are revisited accompanied by a reassessment of the cost of the transaction, and any remaining
balance is immediately recognised in the statement of operations.
At the acquisition date, any goodwill is allocated to each
of the cash generating units expected to benefit from the combinations synergies. Following initial recognition, goodwill is stated at cost less any accumulated impairment losses (see Note 1(viii)).
vii)
|
Intangibles, including research and development (other than goodwill)
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An intangible asset, which is an identifiable
non-monetary
asset without physical substance, is recognised to the extent that it is probable that the expected
future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separable (that is, capable of being divided from the entity and sold,
transferred, licensed, rented or exchanged, either individually or together with a related contract, asset or liability) or when it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from
the Group or from other rights and obligations.
Intangible assets acquired as part of a business combination are capitalised
separately from goodwill if the intangible asset meets the definition of an asset and the fair value can be reliably measured on initial recognition. Subsequent to initial recognition, these intangible assets are carried at cost less any accumulated
amortisation and any accumulated impairment losses (Note 1(viii)). Intangible assets with definite useful lives are reviewed for indicators of impairment annually while intangible assets with indefinite useful lives and those not yet brought into
use are tested for impairment annually, either individually or at the cash generating unit level.
Expenditure on development
activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalised if the product or process is technically and commercially feasible and the Group has
sufficient resources to complete the development. The expenditure capitalised includes the cost of materials, direct labour and attributable overheads and third party costs. Subsequent expenditure on capitalised intangible assets is capitalised only
when it increases the future economic benefits embodied in the specific asset to which it relates.
The technical feasibility
of a new product is determined by a specific feasibility study undertaken at the first stage of any development project. The majority of our new product developments involve the transfer of existing product
know-how
to a new application. Since the technology is already proven in an existing product which is being used by customers, this facilitates the proving of the technical feasibility of that same technology
in a new product.
102
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
1.
|
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
The results of the feasibility study are reviewed by a design review committee
comprising senior managers. The feasibility study occurs in the initial research phase of a project and costs in this phase are not capitalized.
The commercial feasibility of a new product is determined by preparing a discounted cash flow projection. This projection compares the discounted sales revenues for future periods with the relevant costs.
As part of preparing the cash flow projection, the size of the relevant market is determined, feedback is sought from customers and the strength of the proposed new product is assessed against competitors offerings. Once the technical and
commercial feasibility has been established and the project has been approved for commencement, the project moves into the development phase.
All other development expenditure is expensed as incurred. Subsequent to initial recognition, the capitalised development expenditure is carried at cost less any accumulated amortisation and any
accumulated impairment losses (Note 1(viii)).
Expenditure on research activities, undertaken with the prospect of gaining new
scientific or technical knowledge and understanding, is recognised in the statement of operations as an expense as incurred.
Expenditure on internally generated goodwill and brands is recognised in the statement of operations as an expense as incurred.
Amortisation
Amortisation is charged to the statement of operations on a straight-line basis over the estimated useful lives of intangible assets, unless such lives are indefinite. Intangible assets are amortised from
the date they are available for use in its intended market. The estimated useful lives are as follows:
|
|
|
|
|
Capitalised development costs
|
|
15 years
|
|
|
Patents and licences
|
|
6-15 years
|
|
|
Other (including acquired customer and supplier
lists)
|
|
6-15
years
|
The Group uses a useful economic life of 15 years for capitalized development costs. This is a
conservative estimate of the likely life of the products. The Group is confident that products have a minimum of 15 years life given the inertia that characterizes the medical diagnostics industry and the barriers to enter into the industry. The
following factors have been considered in estimating the useful life of developed products:
|
(a)
|
once a diagnostic test becomes established, customers are reluctant to change to new technology until it is fully proven, thus resulting in relatively long product life
cycles. There is also reluctance in customers to change to a new product as it can be costly both in terms of the initial changeover cost and as new technology is typically more expensive.
|
|
(b)
|
demand for the diagnostic tests is enduring and robust within a wide geographic base. The diseases that the products diagnose are widely prevalent (HIV, Diabetes and
Chlamydia being just three examples) in many countries. There is a general consensus that these diseases will continue to be widely prevalent in the future.
|
|
(c)
|
there are significant barriers to new entrants in this industry. Patents and/or licences are in place for many of our products, though this is not the only barrier to
entry. There is a significant cost and time to develop new products, it is necessary to obtain regulatory approval and tests are protected by proprietary
know-how,
manufacturing techniques and trade secrets.
|
Certain trade names acquired are deemed to have an indefinite useful life as there is no foreseeable limit to
the period over which these assets are expected to generate cash inflows for the Group.
Where amortisation is charged on
assets with finite lives, this expense is taken to the statement of operations through the selling, general and administrative expenses line.
Useful lives are examined on an annual basis and adjustments, where applicable, are made on a prospective basis.
103
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
1.
|
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
The carrying
amount of the Groups assets, other than inventories and deferred tax assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets recoverable amount
(being the greater of fair value less costs to sell and value in use) is assessed at each balance sheet date.
Fair value less
costs to sell is defined as the amount obtainable from the sale of an asset or cash-generating unit in an arms length transaction between knowledgeable and willing parties, less the costs that would be incurred on disposal. Value in use is
defined as the present value of the future cash flows expected to be derived through the continued use of an asset or cash-generating unit. In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the future cash flow estimates have not yet been adjusted. The estimates of
future cash flows exclude cash inflows or outflows attributable to financing activities and income tax. For an asset that does not generate largely independent cash flows, the recoverable amount is determined by reference to the cash generating unit
to which the asset belongs.
For goodwill, assets that have an indefinite useful life and intangible assets that are not yet
available for use, the recoverable amount is estimated at each balance sheet date at the cash generating unit level. The goodwill and indefinite-lived assets were reviewed for impairment at December 31, 2015 and December 31, 2016. See Note
13.
In-process
research and development (IPR&D) is tested for impairment on an
annual basis, in the fourth quarter, or more frequently if impairment indicators are present, using projected discounted cash flow models. If IPR&D becomes impaired or is abandoned, the carrying value of the IPR&D is written down to its
revised fair value with the related impairment charge recognised in the period in which the impairment occurs. If the fair value of the asset becomes impaired as the result of unfavorable data from any ongoing or future clinical trial, changes in
assumptions that negatively impact projected cash flows, or because of any other information regarding the prospects of successfully developing or commercializing our programs, we could incur significant charges in the period in which the impairment
occurs. The valuation techniques utilized in performing impairment tests incorporate significant assumptions and judgments to estimate the fair value, as described above. The use of different valuation techniques or different assumptions could
result in materially different fair value estimates.
An impairment loss is recognised whenever the carrying amount of an asset
or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the statement of operations.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill
allocated to cash-generating units and then to reduce the carrying amount of other assets in the cash-generating units on a
pro-rata
basis.
An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
An impairment loss in
respect of goodwill is not reversed.
Following recognition of any impairment loss (and on recognition of an impairment loss
reversal), the depreciation or amortisation charge applicable to the asset or cash generating unit is adjusted prospectively with the objective of systematically allocating the revised carrying amount, net of any residual value, over the remaining
useful life.
Inventories
are stated at the lower of cost and net realisable value. Cost is based on the
first-in,
first-out
principle and includes all expenditure which has been incurred in
bringing the products to their present location and condition, and includes an appropriate allocation of manufacturing overhead based on the normal level of operating capacity. Net realisable value is the estimated selling price of inventory on hand
in the ordinary course of business less all further costs to completion and costs expected to be incurred in selling these products.
The Group provides for inventory, based on estimates of the expected realisability. The estimated realisability is evaluated on a
case-by-case
basis and any inventory that is approaching its
use-by
date and for which no further
re-processing
can be performed is written off. Any reversal of an inventory provision is recognised in the statement of operations in the year in which the reversal occurs.
104
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
1.
|
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
x)
|
Trade and other receivables
|
Trade receivables are amounts due from customers for products sold or services provided in the ordinary course of business. Trade and other receivables are stated at their amortised cost less impairment
losses incurred. Cost approximates fair value given the short term nature of these assets.
xi)
|
Trade and other payables
|
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Trade and other
payables are stated at cost. Cost approximates fair value given the short term nature of these liabilities.
xii)
|
Cash and cash equivalents
|
Cash and cash equivalents comprise cash balances and short-term deposits which are readily available at
year-end.
Deposits with maturities greater than six months are recognised as short-term investments and are carried at fair value. The Group has no short-term bank overdraft facilities. Where restrictions are
imposed by third parties, such as lending institutions, on cash balances held by the Group these are treated as financial assets in the financial statements.
xiii)
|
Share-based payments
|
For equity-settled share-based payments (share options), the Group measures the services received and the corresponding increase in equity
at fair value at the measurement date (which is the grant date) using a trinomial model. Given that the share options granted do not vest until the completion of a specified period of service, the fair value, which is assessed at the grant date, is
recognised on the basis that the services to be rendered by employees as consideration for the granting of share options will be received over the vesting period.
The share options issued by the Group are not subject to market-based vesting conditions as defined in IFRS 2,
Share-based Payment
.
Non-market
vesting
conditions are not taken into account when estimating the fair value of share options as at the grant date; such conditions are taken into account through adjusting the number of equity instruments included in the measurement of the transaction
amount so that, ultimately, the amount recognised equates to the number of equity instruments that actually vest. The expense in the statement of operations in relation to share options represents the product of the total number of options
anticipated to vest and the fair value of those options; this amount is allocated to accounting periods on a straight-line basis over the vesting period. Given that the performance conditions underlying the Groups share options are
non-market
in nature, the cumulative charge to the statement of operations is only reversed where the performance condition is not met or where an employee in receipt of share options relinquishes service prior to
completion of the expected vesting period. Share based payments, to the extent they relate to direct labour involved in development activities, are capitalised, see Note 1(vii).
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium
when the options are exercised. The Group does not operate any cash-settled share-based payment schemes or share-based payment transactions with cash alternatives as defined in IFRS 2.
Grants
that compensate the Group for expenses incurred such as research and development, employment and training are recognised as income in the statement of operations on a systematic basis in the same periods in which the expenses are incurred. Grants
that compensate the Group for the cost of an asset are recognised in the statement of operations as other operating income on a systematic basis over the useful life of the asset.
105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
1.
|
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Goods sold and services rendered
Revenue from the sale of goods is recognised in the statement of operations when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from products is generally
recorded as of the date of shipment, consistent with typical
ex-works
shipment terms. Where the shipment terms do not permit revenue to be recognised as of the date of shipment, revenue is recognised when the
Group has satisfied all of its obligations to the customer in accordance with the shipping terms. Revenue, including any amounts invoiced for shipping and handling costs, represents the value of goods supplied to external customers, net of discounts
and excluding sales taxes.
Revenue from services rendered is recognised in the statement of operations in proportion to the
stage of completion of the transaction at the balance sheet date.
Revenue is recognised to the extent that it is probable that
economic benefit will flow to the Group, that the risks and rewards of ownership have passed to the buyer and the revenue can be measured. No revenue is recognised if there is uncertainty regarding recovery of the consideration due at the outset of
the transaction or the possible return of goods.
The Group leases instruments under operating and finance leases as
part of its business. In cases where the risks and rewards of ownership of the instrument pass to the customer, the fair value of the instrument is recognised as revenue at the commencement of the lease and is matched by the related cost of sale. In
the case of operating leases of instruments which typically involve commitments by the customer to pay a fee per test run on the instruments, revenue is recognised on the basis of customer usage of the instruments. See also Note 1(v).
Other operating income
Rental income from
sub-leasing
premises under operating leases, where the risks and rewards of the premises remain with the lessor, is recognised in the statement
of operations as other operating income on a straight-line basis over the term of the lease.
Other income also comprises
income recognised under Transitional Services Agreements (TSA) with Lab21 Ltd and Diagnostica Stago. As part of the acquisition of the blood bank screening business in July 2013 from Lab21 Ltd, the Group entered into a TSA. The services provided by
the Group to Lab21 Ltd under the TSA comprise of mainly facilities and information technology. As part of the divestiture of the Coagulation product line in April 2010, the Group entered into a TSA. The services provided by the Group to Stago under
the TSA comprise canteen services. This income has not been treated as revenue since the TSA activities are incidental to the main revenue-generating activities of the Group.
Defined contribution plans
The Group operates defined contribution schemes in various locations where its subsidiaries are based. Contributions to the defined contribution schemes are recognised in the statement of operations in
the period in which the related service is received from the employee.
Other long-term benefits
Where employees participate in the Groups other long-term benefit schemes (such as permanent health insurance schemes under which
the scheme insures the employees), or where the Group contributes to insurance schemes for employees, the Group pays an annual fee to a service provider, and accordingly the Group expenses such payments as incurred.
Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before
normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy.
106
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
1.
|
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
A
majority of the revenue of the Group is generated in US Dollars. The Groups management has determined that the US Dollar is the primary currency of the economic environment in which the Company and its subsidiaries (with the exception of
the Groups subsidiaries in Sweden, Brazil and Canada) principally operate. Thus the functional currency of the Company and its subsidiaries (other than the Swedish, Brazilian and Canadian subsidiaries) is the US Dollar. The functional
currency of the Swedish subsidiary is the Swedish Kroner, the functional currency of the Brazilian entity is the Brazilian Real, and the functional currency of the Canadian subsidiary is the Canadian Dollar. The presentation currency of the Company
and Group is the US Dollar. Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. The resulting gains and losses are included in the statement of operations.
Non-monetary
assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
Results and cash flows of subsidiary undertakings, which have a functional currency other than the US Dollar, are translated into US
Dollars at average exchange rates for the year, and the related balance sheets have been translated at the rates of exchange ruling on the balance sheet date. Any exchange differences arising from the translations are recognised in the currency
translation reserve via the statement of changes in equity.
Where Euro, Brazilian Real, Canadian Dollar or Swedish Kroner
amounts have been referenced in this document, their corresponding US Dollar equivalent has also been included and these equivalents have been calculated with reference to the foreign exchange rates prevailing at December 31, 2016.
The activities
of the Group expose it primarily to changes in foreign exchange rates and interest rates. The Group uses derivative financial instruments, from time to time, such as forward foreign exchange contracts to hedge these exposures.
The Group enters into forward contracts to sell US Dollars forward for Euro. The principal exchange risk identified by the Group is with
respect to fluctuations in the Euro as a substantial portion of its expenses are denominated in Euro but its revenues are primarily denominated in US Dollars. Trinity Biotech monitors its exposure to foreign currency movements and may use these
forward contracts as cash flow hedging instruments whose objective is to cover a portion of this Euro expense.
At the
inception of a hedging transaction entailing the use of derivatives, the Group documents the relationship between the hedged item and the hedging instrument together with its risk management objective and the strategy underlying the proposed
transaction. The Group also documents its quarterly assessment of the effectiveness of the hedge in offsetting movements in the cash flows of the hedged items.
Derivative financial instruments are recognised at fair value. Where derivatives do not fulfil the criteria for hedge accounting, they are classified as
held-for-trading
and changes in fair values are reported in the statement of operations. The fair value of forward exchange contracts is calculated by reference to current forward exchange rates for contracts
with similar maturity profiles and equates to the current market price at the balance sheet date.
The portion of the gain or
loss on a hedging instrument that is deemed to be an effective cash flow hedge is recognised directly in the hedging reserve in equity and the ineffective portion is recognised in the statement of operations. As the forward contracts are exercised
the net cumulative gain or loss recognised in the hedging reserve is transferred to the statement of operations and reflected in the same line as the hedged item.
xix)
|
Exchangeable notes and derivative financial instruments
|
The exchangeable notes are treated as a host debt instrument with embedded derivatives attached. On initial recognition, the host debt instrument is recognised at the residual value of the total net
proceeds of the bond issue less fair value of the embedded derivatives. Subsequently, the host debt instrument is measured at amortised cost using the effective interest rate method.
The embedded derivatives are initially recognised at fair value and are restated at their fair value at each reporting date. The fair
value changes of the embedded derivatives are recognised in the statement of operations.
107
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
1.
|
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The
chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.
xxi)
|
Tax (current and deferred)
|
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the statement of operations
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current
tax represents the expected tax payable (or recoverable) on the taxable profit for the year using tax rates enacted or substantively enacted at the balance sheet date in the countries where the company and its subsidiaries operate and generate
income, and taking into account any adjustments stemming from prior years.
Deferred tax is provided on the basis of the
balance sheet liability method on all temporary differences at the balance sheet date which is defined as the difference between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets and
liabilities are not subject to discounting and are measured at the tax rates that are anticipated to apply in the period in which 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 balance sheet date. Deferred tax assets are recognised when it is probable that future taxable profits will be available to utilize the associated losses or temporary differences. The amount of deferred tax provided is
based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities.
Deferred tax
assets and liabilities are recognised for all temporary differences (that is, differences between the carrying amount of the asset or liability and its tax base) with the exception of the following:
|
i.
|
Where the deferred tax liability arises from goodwill not deductible for tax purposes or the initial recognition of an asset or a liability in a transaction that is not
a business combination and affects neither the accounting profit nor the taxable profit or loss at the time of the transaction; and
|
|
ii.
|
Where, in respect of temporary differences associated with investments in subsidiary undertakings, the timing of the reversal of the temporary difference is subject to
control and it is probable that the temporary difference will not reverse in the foreseeable future.
|
Where
goodwill is tax deductible, a deferred tax liability is not recognised on initial recognition of goodwill. It is recognised subsequently for the taxable temporary difference which arises when the goodwill is amortised for tax with no corresponding
adjustment to the carrying value of the goodwill.
The carrying amounts of deferred tax assets are subject to review at each
balance sheet date and are derecognised to the extent that future taxable profits are considered to be inadequate to allow all or part of any deferred tax asset to be utilised.
A provision
is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Cost of
sales comprises product cost including manufacturing and payroll costs, quality control, shipping, handling, and packaging costs and the cost of services provided.
xxiv)
|
Finance income and costs
|
Financing expenses comprise interest costs payable on leases and exchangeable notes. Interest payable on finance leases is allocated to
each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Financing expenses also includes the financing element of long term liabilities which have been discounted.
Finance income includes interest income on deposits and is recognised in the statement of operations as it accrues, using the
effective interest method. Finance income also includes fair value adjustments to embedded derivatives associated with exchangeable notes.
108
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
1.
|
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
When the
Group purchases its
own equity instruments (treasury shares), the costs, including any directly attributable incremental costs, are deducted from equity. No gain or loss is recognised in the statement of operations on the purchase, sale,
issue or cancellation of the Groups own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in share premium. Voting rights related to treasury shares are nullified for the Group and
no dividends are allocated to them.
Share capital
represents the nominal (par) value of shares that have been issued. Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any
related income tax benefits.
xxvii)
|
Profit or loss from discontinued operations
|
A discontinued operation is a component of the Group that either has been disposed of, or is classified as held for sale. Profit or loss from discontinued operations comprises the
post-tax
profit or loss of discontinued operations and the
post-tax
gain or loss resulting from the measurement and disposal of assets classified as held for sale.
For
financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its
entirety, which are described as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities
Level 2: valuation techniques for which the lowest level of inputs which have a significant effect on the
recorded fair value are observable, either directly or indirectly
Level 3: valuation techniques for which the lowest
level of inputs that have a significant effect on the recorded fair value are not based on observable market data
xxix)
|
New IFRS Standards and Interpretations not applied
|
The IASB and IFRIC have issued additional standards and interpretations which are effective for periods starting after January 1, 2016, all of which have not yet been adopted by the EU. The following
standards and interpretations have yet to be adopted by the Group:
|
|
|
|
|
International Financial Reporting Standards (IFRS/IAS)
|
|
Effective date
|
IFRS 9
|
|
Financial Instruments
|
|
January 1, 2018 (adopted by the EU with effectivity date of January 1, 2018)
|
IFRS 15
|
|
Revenue from Contracts with Customers
|
|
January 1, 2018 (adopted by the EU with effectivity date of January 1, 2018)
|
IFRS 16
|
|
Leases
|
|
January 1, 2019 (not yet adopted by the EU)
|
IFRS 2
|
|
Share-based Payments Classification and Measurement of Share-based Payment Transactions
|
|
January 1, 2018 (not yet adopted by the EU)
|
IAS 7
|
|
Statement of Cash Flows (Amendment) Disclosure Initiative
|
|
January 1, 2017 (not yet adopted by the EU)
|
IAS 12
|
|
Income Taxes (Amendment) Recognition of Deferred Tax Assets for Unrealised Losses
|
|
January 1, 2017 (not yet adopted by the EU)
|
The Group has not assessed the impact of the adoption of these standards and interpretations on its
financial statements on initial adoption.
The Group has adopted the following standards and amendments during the year:
|
|
|
IAS 1 Presentation of Financial Statements (Amendment)
|
|
|
|
IAS 38 Intangible Assets (Amendment)
|
|
|
|
IAS 16 Property, Plant & Equipment (Amendment)
|
The application of the above standards did not result in material changes in the Groups consolidated accounts.
109
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
Operating
segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing the performance of the operating
segments, has been identified as the Board of Directors. Management has determined the operating segments based on the reports reviewed by the Board of Directors, which are used to make strategic decisions. The Board considers the business from a
geographic perspective based on the Groups management and internal reporting structure. Sales of product between companies in the Group are made on commercial terms which reflect the nature of the relationship between the relevant companies.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise interest-bearing loans, borrowings and expenses and corporate expenses.
Segment capital expenditure is the total cost during the year to acquire segment plant, property and equipment and intangible assets that are expected to be used for more than one period, whether acquired on acquisition of a business combination or
through acquisitions as part of the current operations.
The Group comprises two main geographical segments (i) the
Americas and (ii) Rest of World. The Groups geographical segments are determined by the location of the Groups assets and operations. The Group has also presented a geographical analysis of the segmental data for Ireland as is
consistent with the information used by the Board of Directors.
The reportable operating segments derive their revenue
primarily from one source (i.e. the market for diagnostic tests for a range of diseases and other medical conditions). In determining the nature of its segmentation, the Group has considered the nature of the products, their risks and rewards, the
nature of the production base, the customer base and the nature of the regulatory environment. The Group acquires, manufactures and markets a range of diagnostic products. The Groups products are sold to a similar customer base and the main
body whose regulation the Groups products must comply with is the Food and Drug Administration (FDA) in the US.
The following presents revenue and profit information and certain asset and liability information regarding the Groups geographical segments.
i)
|
The distribution of revenue by geographical area based on location of assets was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
|
Revenue
|
|
Americas
|
|
|
Ireland
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
Year ended December 31, 2016
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Revenue from external customers
|
|
|
63,889
|
|
|
|
35,718
|
|
|
|
4
|
|
|
|
|
|
|
|
99,611
|
|
Inter-segment revenue
|
|
|
39,322
|
|
|
|
5,349
|
|
|
|
348
|
|
|
|
(45,019
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
103,211
|
|
|
|
41,067
|
|
|
|
352
|
|
|
|
(45,019
|
)
|
|
|
99,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
Ireland
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
Year ended December 31, 2015
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Revenue from external customers
|
|
|
60,431
|
|
|
|
38,521
|
|
|
|
1,243
|
|
|
|
|
|
|
|
100,195
|
|
Inter-segment revenue
|
|
|
38,996
|
|
|
|
6,750
|
|
|
|
10,484
|
|
|
|
(56,230
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
99,427
|
|
|
|
45,271
|
|
|
|
11,727
|
|
|
|
(56,230
|
)
|
|
|
100,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
Ireland
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
Year ended December 31, 2014
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Revenue from external customers
|
|
|
61,611
|
|
|
|
40,975
|
|
|
|
2,286
|
|
|
|
|
|
|
|
104,872
|
|
Inter-segment revenue
|
|
|
36,273
|
|
|
|
6,905
|
|
|
|
17,018
|
|
|
|
(60,196
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
97,884
|
|
|
|
47,880
|
|
|
|
19,304
|
|
|
|
(60,196
|
)
|
|
|
104,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
2.
|
SEGMENT INFORMATION (CONTINUED)
|
ii)
|
The distribution of revenue by customers geographical area was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Americas
|
|
|
61,613
|
|
|
|
62,421
|
|
|
|
61,142
|
|
Asia / Africa
|
|
|
25,501
|
|
|
|
22,346
|
|
|
|
25,161
|
|
Europe (including Ireland) *
|
|
|
12,497
|
|
|
|
15,428
|
|
|
|
18,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,611
|
|
|
|
100,195
|
|
|
|
104,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Revenue from customers in Ireland is not disclosed separately due to the immateriality of these revenues.
|
iii)
|
The distribution of revenue by major product group was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Clinical laboratory
|
|
|
74,166
|
|
|
|
73,576
|
|
|
|
77,240
|
|
Point-of-Care
|
|
|
16,908
|
|
|
|
18,810
|
|
|
|
20,036
|
|
Laboratory services
|
|
|
8,537
|
|
|
|
7,809
|
|
|
|
7,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,611
|
|
|
|
100,195
|
|
|
|
104,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iv)
|
The distribution of segment results by geographical area was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
Americas
|
|
|
Ireland
|
|
|
Other
|
|
|
Total
|
|
Year ended December 31, 2016
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Result before exceptional expenses
|
|
|
4,564
|
|
|
|
4,270
|
|
|
|
384
|
|
|
|
9,218
|
|
Impairment
|
|
|
(22,989
|
)
|
|
|
(20,390
|
)
|
|
|
|
|
|
|
(43,379
|
)
|
Inventory provision
|
|
|
(335
|
)
|
|
|
(4,451
|
)
|
|
|
|
|
|
|
(4,786
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Result after exceptional expenses
|
|
|
(18,760
|
)
|
|
|
(20,571
|
)
|
|
|
384
|
|
|
|
(38,947
|
)
|
Unallocated expenses *
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(901
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(39,848
|
)
|
Net financing expense (Note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,140
|
)
|
Income tax credit (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year on continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,583
|
)
|
Loss for the year on discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(62,042
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(100,625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
Americas
|
|
|
Ireland
|
|
|
Other
|
|
|
Total
|
|
Year ended December 31, 2015
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Result
|
|
|
4,183
|
|
|
|
9,782
|
|
|
|
524
|
|
|
|
14,489
|
|
Unallocated expenses *
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(983
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,506
|
|
Net financing income (Note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,943
|
|
Income tax expense (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(756
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year on continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,187
|
|
Loss for the year on discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
2.
|
SEGMENT INFORMATION (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
Americas
|
|
|
Ireland
|
|
|
Other
|
|
|
Total
|
|
Year ended December 31, 2014
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Result
|
|
|
5,350
|
|
|
|
9,383
|
|
|
|
1,587
|
|
|
|
16,320
|
|
Unallocated expenses *
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(882
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,438
|
|
Net financing income (Note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,403
|
|
Income tax expense (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(479
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year on continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,924
|
|
Profit for the year on discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,290
|
|
Profit for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Unallocated expenses represent head office general and administration costs of the Group which cannot be allocated to the results of any specific geographical area.
|
v)
|
The distribution of segment assets and segment liabilities by geographical area was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
Americas
|
|
|
Ireland
|
|
|
Other
|
|
|
Total
|
|
As at December 31, 2016
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
|
93,589
|
|
|
|
63,062
|
|
|
|
71
|
|
|
|
156,722
|
|
Unallocated assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax assets (current and deferred)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,761
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets as reported in the Group balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
249,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities
|
|
|
9,746
|
|
|
|
108,049
|
|
|
|
4,534
|
|
|
|
122,329
|
|
Unallocated liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax liabilities (current and deferred)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities as reported in the Group balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
Americas
|
|
|
Ireland
|
|
|
Other
|
|
|
Total
|
|
As at December 31, 2015
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
|
110,255
|
|
|
|
120,239
|
|
|
|
17,894
|
|
|
|
248,388
|
|
Unallocated assets
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax assets (current and deferred)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,342
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101,953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets as reported in the Group balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
363,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities
|
|
|
8,492
|
|
|
|
113,703
|
|
|
|
1,614
|
|
|
|
123,809
|
|
Unallocated liabilities
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax liabilities (current and deferred)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities as reported in the Group balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
149,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
2.
|
SEGMENT INFORMATION (CONTINUED)
|
vi)
|
The distribution of long-lived assets, which are property, plant and equipment, goodwill and intangible assets and other
non-current
assets (excluding deferred tax assets), by geographical area was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Rest of World Ireland
|
|
|
41,909
|
|
|
|
94,641
|
|
Rest of World Other
|
|
|
|
|
|
|
16,763
|
|
Americas
|
|
|
59,639
|
|
|
|
76,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101,548
|
|
|
|
187,661
|
|
|
|
|
|
|
|
|
|
|
vii)
|
The distribution of depreciation and amortisation by geographical area was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Depreciation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World Ireland
|
|
|
1,072
|
|
|
|
825
|
|
|
|
478
|
|
Rest of World Other
|
|
|
304
|
|
|
|
151
|
|
|
|
160
|
|
Americas
|
|
|
2,197
|
|
|
|
2,081
|
|
|
|
1,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,573
|
|
|
|
3,057
|
|
|
|
2,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World Ireland
|
|
|
1,533
|
|
|
|
1,468
|
|
|
|
1,355
|
|
Rest of World Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
1,440
|
|
|
|
1,185
|
|
|
|
1,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,973
|
|
|
|
2,653
|
|
|
|
2,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
viii)
|
The distribution of share-based payment expense by geographical area was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Rest of World Ireland
|
|
|
1,187
|
|
|
|
1,415
|
|
|
|
1,350
|
|
Rest of World Other
|
|
|
41
|
|
|
|
13
|
|
|
|
22
|
|
Americas
|
|
|
153
|
|
|
|
122
|
|
|
|
124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,381
|
|
|
|
1,550
|
|
|
|
1,496
|
|
Share based-payments discontinued operations
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,414
|
|
|
|
1,550
|
|
|
|
1,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Note 20 for further information on share-based payments.
113
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
2.
|
SEGMENT INFORMATION (CONTINUED)
|
ix)
|
The distribution of interest income and interest expense by geographical area was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
|
Interest Income
Year ended December 31, 2016
|
|
Americas
US$000
|
|
|
Ireland
US$000
|
|
|
Other
US$000
|
|
|
Eliminations
US$000
|
|
|
Total
US$000
|
|
Interest income earned
|
|
|
21
|
|
|
|
856
|
|
|
|
|
|
|
|
|
|
|
|
877
|
|
Non-cash
financial income
|
|
|
|
|
|
|
2,270
|
|
|
|
|
|
|
|
|
|
|
|
2,270
|
|
Inter-segment interest income
|
|
|
|
|
|
|
|
|
|
|
4,853
|
|
|
|
(4,853
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
21
|
|
|
|
3,126
|
|
|
|
4,853
|
|
|
|
(4,853
|
)
|
|
|
3,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
Interest Expense
Year ended December 31, 2016
|
|
Americas
US$000
|
|
|
Ireland
US$000
|
|
|
Other
US$000
|
|
|
Eliminations
US$000
|
|
|
Total
US$000
|
|
Interest on deferred consideration and licence fee
|
|
|
|
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
66
|
|
Interest on finance leases
|
|
|
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
55
|
|
Cash interest on exchangeable notes
|
|
|
|
|
|
|
4,600
|
|
|
|
|
|
|
|
|
|
|
|
4,600
|
|
Non-cash
interest on exchangeable notes
|
|
|
|
|
|
|
718
|
|
|
|
|
|
|
|
|
|
|
|
718
|
|
Inter-segment interest expense
|
|
|
4,853
|
|
|
|
|
|
|
|
|
|
|
|
(4,853
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,853
|
|
|
|
5,439
|
|
|
|
|
|
|
|
(4,853
|
)
|
|
|
5,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
|
Interest Income
Year ended December 31, 2015
|
|
Americas
|
|
|
Ireland
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Interest income earned
|
|
|
4
|
|
|
|
472
|
|
|
|
|
|
|
|
|
|
|
|
476
|
|
Non-cash
financial income
|
|
|
|
|
|
|
13,015
|
|
|
|
|
|
|
|
|
|
|
|
13,015
|
|
Inter-segment interest income
|
|
|
|
|
|
|
|
|
|
|
4,854
|
|
|
|
(4,854
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4
|
|
|
|
13,487
|
|
|
|
4,854
|
|
|
|
(4,854
|
)
|
|
|
13,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
|
Interest Expense
Year ended December 31, 2015
|
|
Americas
US$000
|
|
|
Ireland
US$000
|
|
|
Other
US$000
|
|
|
Eliminations
US$000
|
|
|
Total
US$000
|
|
|
|
|
|
|
Interest on deferred consideration and licence fee
|
|
|
|
|
|
|
138
|
|
|
|
|
|
|
|
|
|
|
|
138
|
|
Interest on finance leases
|
|
|
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
Cash interest on exchangeable notes
|
|
|
|
|
|
|
3,348
|
|
|
|
|
|
|
|
|
|
|
|
3,348
|
|
Non-cash
interest on exchangeable notes
|
|
|
|
|
|
|
535
|
|
|
|
|
|
|
|
|
|
|
|
535
|
|
Inter-segment interest expense
|
|
|
4,854
|
|
|
|
|
|
|
|
|
|
|
|
(4,854
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,854
|
|
|
|
4,054
|
|
|
|
|
|
|
|
(4,854
|
)
|
|
|
4,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
|
Interest Income
Year ended December 31, 2014
|
|
Americas
US$000
|
|
|
Ireland
US$000
|
|
|
Other
US$000
|
|
|
Eliminations
US$000
|
|
|
Total
US$000
|
|
Interest income earned
|
|
|
2
|
|
|
|
|
|
|
|
95
|
|
|
|
|
|
|
|
97
|
|
Inter-segment interest income
|
|
|
|
|
|
|
|
|
|
|
4,853
|
|
|
|
(4,853
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2
|
|
|
|
|
|
|
|
4,948
|
|
|
|
(4,853
|
)
|
|
|
97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
2.
|
SEGMENT INFORMATION (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of World
|
|
|
|
|
|
|
|
Interest Expense
|
|
Americas
|
|
|
Ireland
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
Year ended December 31, 2014
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Interest on deferred consideration and licence fee
|
|
|
|
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
132
|
|
Inter-segment interest expense
|
|
|
4,853
|
|
|
|
|
|
|
|
|
|
|
|
(4,853
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,853
|
|
|
|
132
|
|
|
|
|
|
|
|
(4,853
|
)
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense does not include US$5,000 (2015: US$9,000) (2014: credit of US$63,000) that has been
stated in Note 10 in respect of the discontinued operations in Fiomi.
x)
|
The distribution of taxation expense by geographical area was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Rest of World Ireland
|
|
|
2,038
|
|
|
|
(1,050
|
)
|
|
|
(395
|
)
|
Rest of World Other
|
|
|
(48
|
)
|
|
|
(72
|
)
|
|
|
(36
|
)
|
Americas
|
|
|
1,567
|
|
|
|
366
|
|
|
|
(48
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,557
|
|
|
|
(756
|
)
|
|
|
(479
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
xi)
|
During 2016, 2015 and 2014 there were no customers generating 10% or more of total revenues.
|
xii)
|
The distribution of capital expenditure by geographical area was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Rest of World Ireland
|
|
|
14,431
|
|
|
|
17,900
|
|
Rest of World Other
|
|
|
763
|
|
|
|
3,291
|
|
Americas
|
|
|
7,591
|
|
|
|
6,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,785
|
|
|
|
27,696
|
|
|
|
|
|
|
|
|
|
|
3.
|
FINANCIAL INCOME AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Financial income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash
financial income
|
|
|
2,270
|
|
|
|
13,015
|
|
|
|
|
|
Interest income
|
|
|
877
|
|
|
|
476
|
|
|
|
97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,147
|
|
|
|
13,491
|
|
|
|
97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on finance leases
|
|
|
(55
|
)
|
|
|
(33
|
)
|
|
|
|
|
Cash interest on exchangeable notes
|
|
|
(4,600
|
)
|
|
|
(3,348
|
)
|
|
|
|
|
Non-cash
interest on exchangeable notes
|
|
|
(718
|
)
|
|
|
(535
|
)
|
|
|
|
|
Interest on deferred consideration and licence fee
|
|
|
(66
|
)
|
|
|
(138
|
)
|
|
|
(132
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,439
|
)
|
|
|
(4,054
|
)
|
|
|
(132
|
)
|
Net Financing (Expense) / Income
|
|
|
(2,292
|
)
|
|
|
9,437
|
|
|
|
(35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable note interest expense and
non-cash
financial income
and expense relate to the issuance of exchangeable senior notes during 2015. For further information, refer to Note 24.
Interest expense does not include US$5,000 (2015: US$9,000) (2014: credit of US$63,000) that has been stated in Note 10 in respect of the
discontinued operations in Fiomi.
115
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
4.
|
OTHER OPERATING INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Rental income from premises
|
|
|
135
|
|
|
|
201
|
|
|
|
252
|
|
Other income
|
|
|
104
|
|
|
|
87
|
|
|
|
172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
239
|
|
|
|
288
|
|
|
|
424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income mainly comprises income recognised under Transitional Services Agreements (TSA) with
Diagnostica Stago. As part of the divestiture of the Coagulation product line in April 2010, the Group entered into a TSA. The services provided by the Group to Stago under the TSA comprise canteen services. This income has not been treated as
revenue since the TSA activities are incidental to the main revenue-generating activities of the Group. Other income in 2014 also comprised income recognised under a TSA with Lab21 Ltd. As part of the acquisition of the blood bank screening business
in July 2013 from Lab21 Ltd, the Group entered into a TSA. The services provided by the Group to Lab21 Ltd under the TSA comprised of mainly facilities and information technology.
5.
|
(LOSS)/PROFIT BEFORE TAX
|
The
following amounts were charged / (credited) to the statement of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Directors emoluments (including
non-
executive directors):
|
|
|
|
|
|
|
|
|
|
|
|
|
Remuneration
|
|
|
1,946
|
|
|
|
1,596
|
|
|
|
2,353
|
|
Pension
|
|
|
41
|
|
|
|
23
|
|
|
|
87
|
|
Share based payments
|
|
|
1,121
|
|
|
|
1,242
|
|
|
|
1,681
|
|
Auditors remuneration
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit fees
|
|
|
469
|
|
|
|
492
|
|
|
|
511
|
|
Tax fees
|
|
|
33
|
|
|
|
12
|
|
|
|
80
|
|
Other non audit fees
|
|
|
19
|
|
|
|
8
|
|
|
|
29
|
|
Depreciation*
|
|
|
2,856
|
|
|
|
2,839
|
|
|
|
1,966
|
|
Amortisation
|
|
|
2,973
|
|
|
|
2,653
|
|
|
|
2,380
|
|
Loss on the disposal of property, plant and equipment
|
|
|
15
|
|
|
|
15
|
|
|
|
|
|
Net foreign exchange differences
|
|
|
888
|
|
|
|
(1,018
|
)
|
|
|
1,263
|
|
Operating lease rentals:
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and buildings
|
|
|
2,811
|
|
|
|
2,828
|
|
|
|
3,665
|
|
Other equipment
|
|
|
114
|
|
|
|
69
|
|
|
|
7
|
|
*
|
Note that US$414,000 (2015: US$68,000) (2014: US$61,000) of depreciation was capitalised to research and development projects during 2016 in line with the Groups
capitalisation policy for Intangible projects.
|
The depreciation expense does not include the amount of
US$303,000 (2015: US$150,000) (2014: US$149,000) that is included in the operating expenses that have been stated in Note 10 in respect of the discontinued operations in Fiomi.
116
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
6.
|
IMPAIRMENT CHARGES AND INVENTORY PROVISIONING
|
In accordance with IAS 36,
Impairment of Assets
, the Group carries out an annual impairment review of the asset valuations. In determining whether a potential asset impairment exists, a range of
internal and external factors are considered. One such factor is the relationship between the Groups market valuation and the book value of its net assets. Following the announcement of managements decision in October 2016 to withdraw
the Meritas Troponin premarket submission to the U.S. Food and Drug Administration, Trinity Biotechs share price reduced by approximately 50% and its market capitalization was then significantly below the book value of its net assets. In such
circumstances given the accounting standard guidance, the Group decided to recognize at December 31, 2016 a
non-cash
impairment charge of US$28,390,000. The impairment was taken against goodwill and other
intangible assets, property, plant and equipment and prepayments (see notes 12, 13 and 17). Certain capitalised development projects were judged to be specifically impaired and their total carrying value of US$14,989,000 was expensed. Total
impairment charges are US$43,379,000.
The Group has recognised a charge of US$4,786,000 in relation to a number of products
which have been culled. This mainly represents inventory provisioning for the Bartels and Microtrak product lines which were acquired over 15 years ago. Revenues for these products have been declining significantly over the last number of years and
have now reached the end of their economic life, especially given the level of technical support required to keep older products of this nature on the market.
The impact of the above items on the statement of operations for the year ended December 31, 2016 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment
charges
US$000
|
|
|
Product
Cull
US$000
|
|
|
Total
US$000
|
|
Selling, general & administration expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of PP&E (note 12)
|
|
|
4,382
|
|
|
|
|
|
|
|
4,382
|
|
Impairment of goodwill and other intangible assets (note 13)
|
|
|
38,240
|
|
|
|
|
|
|
|
38,240
|
|
Impairment of prepayments (note 17)
|
|
|
757
|
|
|
|
|
|
|
|
757
|
|
Product discontinuation (note 16)
|
|
|
|
|
|
|
4,786
|
|
|
|
4,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impairment loss and inventory provisioning costs before tax
|
|
|
43,379
|
|
|
|
4,786
|
|
|
|
48,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax impact of impairment loss and inventory provisioning costs
|
|
|
(3,094
|
)
|
|
|
(689
|
)
|
|
|
(3,783
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impairment loss and inventory provisioning costs after tax
|
|
|
(40,285
|
)
|
|
|
(4,097
|
)
|
|
|
(44,382
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Wages and salaries
|
|
|
25,901
|
|
|
|
24,531
|
|
|
|
26,188
|
|
Social welfare costs
|
|
|
2,542
|
|
|
|
2,418
|
|
|
|
2,663
|
|
Pension costs
|
|
|
552
|
|
|
|
711
|
|
|
|
833
|
|
Share-based payments
|
|
|
1,414
|
|
|
|
1,550
|
|
|
|
1,496
|
|
Restructuring costs
|
|
|
1,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,685
|
|
|
|
29,210
|
|
|
|
31,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel expenses are shown net of capitalisations. Total personnel expenses, inclusive of amounts
capitalised for wages and salaries, social welfare costs and pension costs, for the year ended December 31, 2016 amounted to US$40,980,000 (2015: US$38,671,000) (2014: US$43,897,000). Total share based payments, inclusive of amounts capitalised
in the balance sheet, amounted to US$1,633,000 for the year ended December 31, 2016 (2015: US$1,974,000) (2014: US$2,533,000). See Note 20 for further details.
There were no restructuring costs incurred for the years ended December 31, 2015 and December 31, 2014. Restructuring costs for the year ended December 31, 2016 were US$1,276,000 and
related to Swedish operations.
The average number of persons employed by the Group in the financial year was 582 (2015: 555)
(2014: 570) and is analysed into the following categories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Research and development
|
|
|
73
|
|
|
|
69
|
|
|
|
83
|
|
Administration and sales
|
|
|
161
|
|
|
|
156
|
|
|
|
147
|
|
Manufacturing and quality
|
|
|
348
|
|
|
|
330
|
|
|
|
340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
582
|
|
|
|
555
|
|
|
|
570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group
operates defined contribution pension schemes for certain of its full time employees. The benefits under these schemes are financed by both Group and employee contributions. Total contributions made by the Group in the financial year and charged
against income amounted to US$708,000 (2015: US$711,000) (2014: US$833,000) of which $156,000 is included within the restructuring costs in Note 7. The pension accrual for the Group at December 31, 2016 was US$83,000 (2015: US$205,000), (2014:
US$187,000).
118
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
9.
|
INCOME TAX (CREDIT)/EXPENSE
|
The
charge for tax based on the profit comprises:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Current tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Irish Corporation tax
|
|
|
(240
|
)
|
|
|
(251
|
)
|
|
|
(942
|
)
|
Foreign taxes (a)
|
|
|
222
|
|
|
|
472
|
|
|
|
434
|
|
Adjustment in respect of prior years
|
|
|
(271
|
)
|
|
|
82
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current tax (credit)/expense
|
|
|
(289
|
)
|
|
|
303
|
|
|
|
(497
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of temporary differences (see Note 14)
|
|
|
(2,872
|
)
|
|
|
2,411
|
|
|
|
1,354
|
|
Origination and reversal of net operating losses (see Note 14)
|
|
|
(396
|
)
|
|
|
(1,958
|
)
|
|
|
(378
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax (credit)/expense
|
|
|
(3,268
|
)
|
|
|
453
|
|
|
|
976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax (credit)/charge on continuing operations in statement of operations
|
|
|
(3,557
|
)
|
|
|
756
|
|
|
|
479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The foreign taxes relate primarily to the US and Canada.
|
|
(b)
|
In 2016, there was a deferred tax credit of US$1,804,000 (2015: charge of US$1,246,000; 2014: charge of US$1,282,000) recognised in respect of Ireland and a deferred
tax credit of US$1,464,000 (2015: US$793,000 credit; 2014: US$306,000 credit) recognised in respect of overseas tax jurisdictions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Profit/(Loss) before taxation
|
|
|
(42,140
|
)
|
|
|
22,943
|
|
|
|
15,403
|
|
As a percentage of profit/loss before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax
|
|
|
(0.69
|
%)
|
|
|
1.32
|
%
|
|
|
(3.23
|
%)
|
Total (current and deferred)
|
|
|
(8.44
|
%)
|
|
|
3.30
|
%
|
|
|
3.11
|
%
|
The following table reconciles the applicable Republic of Ireland statutory tax rate to the effective
total tax rate for the Group:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Irish corporation tax
|
|
|
(12.5
|
%)
|
|
|
12.5
|
%
|
|
|
12.5
|
%
|
Effect of current year net operating losses and temporary differences for which no deferred tax asset was recognised
(a)
|
|
|
6.22
|
%
|
|
|
(1.94
|
%)
|
|
|
0.34
|
%
|
Effect of tax rates on overseas earnings
|
|
|
(1.39
|
%)
|
|
|
(1.34
|
%)
|
|
|
(2.28
|
%)
|
Effect of Irish income taxable at higher tax rate
|
|
|
0.05
|
%
|
|
|
0.06
|
%
|
|
|
0.08
|
%
|
Adjustments in respect of prior years
|
|
|
(0.64
|
%)
|
|
|
2.53
|
%
|
|
|
0.06
|
%
|
R&D tax credits
|
|
|
(0.65
|
%)
|
|
|
(3.98
|
%)
|
|
|
(7.90
|
%)
|
Other items (b)
|
|
|
0.47
|
%
|
|
|
(4.53
|
%)
|
|
|
0.31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
(8.44
|
%)
|
|
|
3.30
|
%
|
|
|
3.11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The effect of current year net operating losses and temporary differences for which no deferred tax asset was recognized is analyzed further in the table below (see
also Note 14). No deferred tax asset was recognized because there was no reversing deferred tax liability in the same jurisdiction reversing in the same period and no future taxable income in the same jurisdiction.
|
119
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
9.
|
INCOME TAX EXPENSE (CONTINUED)
|
|
(b)
|
Other items comprise items not chargeable to tax/expenses not deductible for tax. In 2016, other items include the movement in the Loan Notes embedded derivatives
value and the accretion of notional interest on the Loan Notes host contract, both of which are exempt from deferred taxation recognition under IAS 12,
Income Taxes
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognised deferred tax assets continuing operations
|
|
Effect in
2016
US$000
|
|
|
Percentage
effect in
2016
|
|
|
Effect in
2015
US$000
|
|
|
Percentage
effect in
2015
|
|
Temporary differences arising in the US
|
|
|
2
|
|
|
|
0.01
|
%
|
|
|
129
|
|
|
|
0.56
|
%
|
Increase in net operating losses arising in Brazil
|
|
|
1,670
|
|
|
|
3.96
|
%
|
|
|
150
|
|
|
|
0.66
|
%
|
Net operating losses arising in Ireland
|
|
|
947
|
|
|
|
2.25
|
%
|
|
|
(724
|
)
|
|
|
(3.16
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,619
|
|
|
|
6.22
|
%
|
|
|
(445
|
)
|
|
|
(1.94
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The distribution of (loss) / profit before taxes by geographical area was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Rest of World Ireland
|
|
|
(23,787
|
)
|
|
|
18,232
|
|
|
|
8,368
|
|
Rest of World Other
|
|
|
5,241
|
|
|
|
5,378
|
|
|
|
6,536
|
|
Americas
|
|
|
(23,594
|
)
|
|
|
(667
|
)
|
|
|
499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,140
|
)
|
|
|
22,943
|
|
|
|
15,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016, the Group had unutilised net operating losses as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
USA
|
|
|
8,896
|
|
|
|
11,026
|
|
|
|
7,457
|
|
Ireland
|
|
|
40,652
|
|
|
|
22,609
|
|
|
|
13,738
|
|
Brazil
|
|
|
6,159
|
|
|
|
1,245
|
|
|
|
1,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,707
|
|
|
|
34,880
|
|
|
|
22,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the USA, the utilisation of net operating loss carryforwards is limited to future profits in the
USA. The net operating losses for the US have a maximum carryforward of 20 years. In respect of the US, US$2,025,000 will expire by December 31, 2032, US$5,449,000 will expire by December 31, 2033 and US$1,422,000 will expire by
December 31, 2035.
At December 31, 2016, the Group had unrecognised deferred tax assets in respect of unused tax
losses and unused tax credits as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
US unused tax credits
|
|
|
277
|
|
|
|
275
|
|
|
|
404
|
|
Brazil unused tax losses
|
|
|
2,094
|
|
|
|
423
|
|
|
|
574
|
|
Ireland unused tax losses
|
|
|
3,019
|
|
|
|
724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognised deferred tax asset
|
|
|
5,390
|
|
|
|
1,422
|
|
|
|
978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
9
.
|
INCOME TAX EXPENSE (CONTINUED)
|
The accounting policy for deferred tax is to calculate the deferred tax asset that is
deemed recoverable, considering all sources for future taxable profits. The deferred tax assets in the above table have not been recognised due to uncertainty regarding the full utilization of these losses in the related tax jurisdiction in future
periods. Only when it is probable that future profits will be available to utilize the forward losses or temporary differences is a deferred tax asset recognised. When there is a reversing deferred tax liability in that jurisdiction that reverses in
the same period, the deferred tax asset is restricted so that it equals the reversing deferred tax liability.
The Group has
US state credit carryforwards of US$420,000 at December 31, 2016 (2015: US$ 417,000; 2014: US$ 404,000). A deferred tax asset of US$277,000 (2015: US$ 275,000; 2014: US$ 404,000) in respect of US state credit carryforwards was not recognized in
2016 due to uncertainties regarding future full utilisation of these state credit carryforwards in the related tax jurisdiction in future periods.
121
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
10
.
|
LOSS ON DISCONTINUED OPERATIONS
|
In October 2016, management decided to cease the development of Cardiac
point-of-care
tests on the Meritas platform. These
products were being developed by the Groups subsidiary Fiomi Diagnostics (Fiomi) located in Sweden. The decision to cease the development work and to close the Swedish operation came after the company held a meeting with the U.S.
Food and Drug Administration (FDA) in order to obtain an update on the Meritas Troponin premarket submission. At that meeting the FDA suggested that our submission should be withdrawn. The FDA made it known that any new
point-of-care
Troponin product would be required to demonstrate performance equivalent to the most recently cleared laboratory-based device. As there was no certainty that
this level of performance could ever be achieved by the
point-of-care
Meritas product, even with the benefit of further development efforts, management decided there was
no option but to cease the development work on Troponin I and the analyzer and its sister products, BNP and
D-dimer.
Expenses, gains and losses relating to the discontinuation of the Cardiac
point-of-care
tests operation have been eliminated
from profit or loss from the Groups continuing operations and are shown as a single line item (net of related taxes) on the face of the Consolidated Statement of Operations. The discontinued operation had no revenues since commencement as the
products were still in their development phase. The loss on discontinued operations in 2016 includes the write off of the carrying value of all capitalised development costs, goodwill, property, plant and equipment, inventories and other assets
associated with the Meritas project. It also includes the cost of closing the Swedish facility, mainly consisting of contractual obligations associated with terminating premises and supplier contracts, as well as redundancy costs for 41 employees.
Lastly, loss on discontinued operations includes a charge in relation to foreign translation reserves which had been recognised in previous periods as a reserve movement.
The operating loss for the Cardiac
point-of-care
tests operation in Sweden and the loss on remeasurement of its assets and
liabilities are summarised as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
(827
|
)
|
|
|
(58
|
)
|
|
|
2,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)/profit
|
|
|
(827
|
)
|
|
|
(58
|
)
|
|
|
2,601
|
|
Interest income/(expenses)
|
|
|
(5
|
)
|
|
|
(9
|
)
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit from discontinued operations before tax
|
|
|
(832
|
)
|
|
|
(67
|
)
|
|
|
2,664
|
|
Income tax credit/(expense)
|
|
|
186
|
|
|
|
(324
|
)
|
|
|
(374
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit for the year
|
|
|
(646
|
)
|
|
|
(391
|
)
|
|
|
2,290
|
|
Loss on remeasurement of assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment (note 12)
|
|
|
(4,647
|
)
|
|
|
|
|
|
|
|
|
Goodwill and intangible assets
|
|
|
(49,433
|
)
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
(2,578
|
)
|
|
|
|
|
|
|
|
|
Closure costs
|
|
|
(5,846
|
)
|
|
|
|
|
|
|
|
|
Foreign currency translation reserve
|
|
|
(3,779
|
)
|
|
|
|
|
|
|
|
|
Tax recovery
|
|
|
4,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loss
|
|
|
(61,396
|
)
|
|
|
|
|
|
|
|
|
(Loss)/Profit for the year from discontinued operations
|
|
|
(62,042
|
)
|
|
|
(391
|
)
|
|
|
2,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
10.
|
LOSS ON DISCONTINUED OPERATIONS (CONTINUED)
|
Basic earnings per ordinary share discontinued operations
Basic (loss)/earnings per ordinary share for discontinued operations is computed by dividing the loss after taxation on discontinued
operations of US$62,042,000 (2015: US$391,000) (2014: profit of US$2,290,000) for the financial year by the weighted average number of A ordinary shares in issue. As at December 31, 2016, this amounted to 91,858,813 shares (2015:
92,647,091 shares) (2014: 90,998,904 shares), see note 11 for further details.
Diluted earnings per ordinary share
discontinued operations
Diluted earnings per ordinary share for discontinued operations is computed by dividing the loss
after taxation on discontinued operations of US$62,042,000 (2015: US$391,000) (2014: profit of US$2,290,000) for the financial year by the diluted weighted average number of ordinary shares in issue of 113,197,598 (2015: 109,631,172) (2014:
94,870,988), see note 11 for further details.
Earnings per ADS
In June 2005, Trinity Biotech adjusted its ADS ratio from 1 ADS: 1 ordinary share to 1 ADS: 4 ordinary shares. Earnings per ADS for all
periods presented have been restated to reflect this exchange ratio.
Basic (loss)/earnings per ADS for discontinued operations
is computed by dividing the loss after taxation on discontinued operations of US$62,042,000 (2015: US$391,000) (2014: profit of US$2,290,000) for the financial year by the weighted average number of ADS in issue of 22,964,703 (2015: 23,161,773);
(2014: 22,749,726), see note 11 for further details.
Diluted (loss)/earnings per ADS for discontinued operations is computed
by dividing the loss after taxation on discontinued operations of US$62,042,000 (2015: US$391,000) (2014: profit of US$2,290,000) for the financial year, by the diluted weighted average number of ADS in issue of 28,299,400 (2015: 27,407,793) (2014:
23,717,747), see note 11 for further details.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Basic (loss)/earnings per ADS (US Dollars) discontinued operations
|
|
|
(2.70
|
)
|
|
|
(0.02
|
)
|
|
|
0.10
|
|
Diluted (loss)/earnings per ADS (US Dollars) discontinued operations
|
|
|
(2.70
|
)
|
|
|
(0.02
|
)
|
|
|
0.09
|
|
Basic (loss)/earnings per A share (US Dollars) discontinued operations
|
|
|
(0.68
|
)
|
|
|
(0.004
|
)
|
|
|
0.03
|
|
Diluted (loss)/earnings per A share (US Dollars) discontinued operations
|
|
|
(0.68
|
)
|
|
|
(0.004
|
)
|
|
|
0.02
|
|
Cash flows
The cash flows attributable to discontinued operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Cash flows from operating activities
|
|
|
(1,623
|
)
|
|
|
(11,135
|
)
|
|
|
(9,750
|
)
|
Cash flows from investing activities
|
|
|
(8,989
|
)
|
|
|
(10,802
|
)
|
|
|
(10,452
|
)
|
There were no cash flows from financing activities attributable to discontinued operations for the years
ended December 31, 2016, 2015 or 2014.
123
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
11.
|
(LOSS)/EARNINGS PER SHARE
|
Basic earnings per ordinary share
Basic earnings per ordinary share for the group is computed by dividing the loss after taxation of US$100,625,000 (2015: profit of US$21,796,000) (2014: profit of US$17,214,000) for the financial year by
the weighted average number of A ordinary shares in issue. Basic earnings per ordinary share for continuing operations is computed by dividing the loss after taxation for continued operations of US$38,583,000 (2015: profit of
US$22,187,000) (2014: profit of US$14,924,000) for the financial year by the weighted average number of A ordinary shares in issue.
As at December 31, 2016, this amounted to 91,858,813 shares (2015: 92,647,091 shares) (2014: 90,998,904 shares).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
A ordinary shares
|
|
|
91,858,813
|
|
|
|
92,647,091
|
|
|
|
90,998,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share denominator
|
|
|
91,858,813
|
|
|
|
92,647,091
|
|
|
|
90,998,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to weighted average earnings per share denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of A ordinary shares at January 1 (Note 19)
|
|
|
95,840,138
|
|
|
|
94,308,358
|
|
|
|
92,296,506
|
|
Weighted average number of shares issued during the year*
|
|
|
120,396
|
|
|
|
974,161
|
|
|
|
1,337,826
|
|
Weighted average number of treasury shares
|
|
|
(4,101,721
|
)
|
|
|
(2,635,428
|
)
|
|
|
(2,635,428
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share denominator
|
|
|
91,858,813
|
|
|
|
92,647,091
|
|
|
|
90,998,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*The weighted average number of shares issued during the year is calculated by taking the number of
shares issued multiplied by the number of days in the year each share is in issue, divided by 365 days.
Diluted earnings
per ordinary share
Diluted earnings per ordinary share for the group is computed by dividing the adjusted loss after tax
of US$97,577,000 (2015: profit of US$12,658,000) (2014: profit of US$17,214,000) for the financial year by the diluted weighted average number of ordinary shares in issue of 113,197,598 (2015: 109,631,172) (2014: 94,870,988). Diluted earnings per
ordinary share for continuing operations is computed by dividing the adjusted loss after tax on continuing operations of US$35,536,000 (2015: profit of US$13,049,000) (2014: profit of US$14,924,000) for the financial year by the diluted weighted
average number of ordinary shares in issue of 113,197,598 (2015: 109,631,172) (2014: 94,870,988).
The basic weighted average
number of ordinary shares for the Group may be reconciled to the number used in the diluted earnings per ordinary share calculation as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Basic earnings per share denominator (see above)
|
|
|
91,858,813
|
|
|
|
92,647,091
|
|
|
|
90,998,904
|
|
Issuable on exercise of options and warrants
|
|
|
315,019
|
|
|
|
1,700,733
|
|
|
|
3,872,084
|
|
Issuable on conversion of exchangeable notes
|
|
|
21,023,766
|
|
|
|
15,283,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share denominator
|
|
|
113,197,598
|
|
|
|
109,631,172
|
|
|
|
94,870,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
11.
|
(LOSS)/EARNINGS PER SHARE (CONTINUED)
|
The profit after tax for the year may be reconciled to the amount used in the diluted
earnings per ordinary share calculation as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
|
December 31, 2014
US$000
|
|
(Loss)/Profit after tax for the year
|
|
|
(100,625
|
)
|
|
|
21,796
|
|
|
|
17,214
|
|
Non-cash
financial income
|
|
|
(2,270
|
)
|
|
|
(13,020
|
)
|
|
|
|
|
Cash interest expense
|
|
|
4,600
|
|
|
|
3,348
|
|
|
|
|
|
Non-cash
interest on exchangeable notes
|
|
|
718
|
|
|
|
534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted (loss)/profit after tax
|
|
|
(97,577
|
)
|
|
|
12,658
|
|
|
|
17,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per ADS
In June 2005, Trinity Biotech adjusted its ADS ratio from 1 ADS: 1 ordinary share to 1 ADS: 4 ordinary shares. Earnings per ADS for all periods presented have been restated to reflect this exchange ratio.
Basic earnings per ADS for the Group is computed by dividing the loss after taxation of US$100,625,000 (2015: profit of
US$21,796,000) (2014: profit of US$17,214,000) for the financial year by the weighted average number of ADS in issue of 22,964,703 (2015: 23,161,773); (2014: 22,749,726). Basic earnings per ADS for continuing operations is computed by dividing the
loss after taxation of US$38,583,000 (2015: profit of US$22,187,000) (2014: profit of US$14,924,000) for the financial year by the weighted average number of ADS in issue of 22,964,703 (2015: 23,161,773); (2014: 22,749,726).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
ADS
|
|
|
22,964,703
|
|
|
|
23,161,773
|
|
|
|
22,749,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share denominator
|
|
|
22,964,703
|
|
|
|
23,161,773
|
|
|
|
22,749,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to weighted average earnings per share denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of ADS at January 1 (Note 19)
|
|
|
23,960,035
|
|
|
|
23,577,090
|
|
|
|
23,074,127
|
|
Weighted average number of shares issued during the year*
|
|
|
30,098
|
|
|
|
243,540
|
|
|
|
334,456
|
|
Weighted average number of treasury shares
|
|
|
(1,025,430
|
)
|
|
|
(658,857
|
)
|
|
|
(658,857
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share denominator
|
|
|
22,964,703
|
|
|
|
23,161,773
|
|
|
|
22,749,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per ADS for the Group is computed by dividing the adjusted loss after taxation of
US$97,577,000 (2015: profit of US$12,658,000) (2014: profit of US$17,214,000) for the financial year, by the diluted weighted average number of ADS in issue of 28,299,400 (2015: 27,407,793) (2014: 23,717,747).
The basic weighted average number of ADS shares for the Group may be reconciled to the number used in the diluted earnings per ADS share
calculation as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Basic earnings per share denominator (see above)
|
|
|
22,964,703
|
|
|
|
23,161,773
|
|
|
|
22,749,726
|
|
Issuable on exercise of options and warrants
|
|
|
78,755
|
|
|
|
425,183
|
|
|
|
968,021
|
|
Issuable on conversion of exchangeable notes
|
|
|
5,255,941
|
|
|
|
3,820,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share denominator
|
|
|
28,299,399
|
|
|
|
27,407,793
|
|
|
|
23,717,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The number of shares issuable on conversion of exchangeable notes is prorated for the 2015 financial year
to reflect the fact the exchangeable notes were issued in April, 2015.
125
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
12.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freehold land
and buildings
US$000
|
|
|
Leasehold
improvements
US$000
|
|
|
Computers,
fixtures and
fittings
US$000
|
|
|
Plant and
equipment
US$000
|
|
|
Total
US$000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2015
|
|
|
2,593
|
|
|
|
2,812
|
|
|
|
5,580
|
|
|
|
26,989
|
|
|
|
37,974
|
|
Other additions
|
|
|
68
|
|
|
|
104
|
|
|
|
414
|
|
|
|
7,125
|
|
|
|
7,711
|
|
Disposals or retirements
|
|
|
|
|
|
|
|
|
|
|
(97
|
)
|
|
|
(1,122
|
)
|
|
|
(1,219
|
)
|
Exchange adjustments
|
|
|
(80
|
)
|
|
|
(17
|
)
|
|
|
(24
|
)
|
|
|
(1,272
|
)
|
|
|
(1,393
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2015
|
|
|
2,581
|
|
|
|
2,899
|
|
|
|
5,873
|
|
|
|
31,720
|
|
|
|
43,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2016
|
|
|
2,581
|
|
|
|
2,899
|
|
|
|
5,873
|
|
|
|
31,720
|
|
|
|
43,073
|
|
Other additions
|
|
|
8
|
|
|
|
143
|
|
|
|
391
|
|
|
|
4,735
|
|
|
|
5,277
|
|
Disposals or retirements
|
|
|
|
|
|
|
|
|
|
|
(257
|
)
|
|
|
(268
|
)
|
|
|
(525
|
)
|
Exchange adjustments
|
|
|
14
|
|
|
|
(11
|
)
|
|
|
(12
|
)
|
|
|
297
|
|
|
|
288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016
|
|
|
2,603
|
|
|
|
3,031
|
|
|
|
5,995
|
|
|
|
36,484
|
|
|
|
48,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2015
|
|
|
(1,050
|
)
|
|
|
(2,401
|
)
|
|
|
(4,520
|
)
|
|
|
(12,126
|
)
|
|
|
(20,097
|
)
|
Charge for the year
|
|
|
(78
|
)
|
|
|
(135
|
)
|
|
|
(412
|
)
|
|
|
(2,432
|
)
|
|
|
(3,057
|
)
|
Disposals or retirements
|
|
|
|
|
|
|
|
|
|
|
94
|
|
|
|
463
|
|
|
|
557
|
|
Exchange adjustments
|
|
|
5
|
|
|
|
9
|
|
|
|
10
|
|
|
|
159
|
|
|
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2015
|
|
|
(1,123
|
)
|
|
|
(2,527
|
)
|
|
|
(4,828
|
)
|
|
|
(13,936
|
)
|
|
|
(22,414
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2016
|
|
|
(1,123
|
)
|
|
|
(2,527
|
)
|
|
|
(4,828
|
)
|
|
|
(13,936
|
)
|
|
|
(22,414
|
)
|
Charge for the year
|
|
|
(82
|
)
|
|
|
(144
|
)
|
|
|
(367
|
)
|
|
|
(2,980
|
)
|
|
|
(3,573
|
)
|
Impairment loss
|
|
|
|
|
|
|
(53
|
)
|
|
|
(109
|
)
|
|
|
(8,867
|
)
|
|
|
(9,029
|
)
|
Disposals or retirements
|
|
|
|
|
|
|
|
|
|
|
234
|
|
|
|
253
|
|
|
|
487
|
|
Exchange adjustments
|
|
|
(1
|
)
|
|
|
8
|
|
|
|
6
|
|
|
|
(194
|
)
|
|
|
(181
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016
|
|
|
(1,206
|
)
|
|
|
(2,716
|
)
|
|
|
(5,064
|
)
|
|
|
(25,724
|
)
|
|
|
(34,710
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016
|
|
|
1,397
|
|
|
|
315
|
|
|
|
931
|
|
|
|
10,760
|
|
|
|
13,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2015
|
|
|
1,458
|
|
|
|
372
|
|
|
|
1,045
|
|
|
|
17,784
|
|
|
|
20,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The annual impairment review performed at December 31, 2016 showed that the carrying value of the
Groups assets exceeded the amount to be recovered through use or sale of the assets by a total of US$38,257,000. The details of the impairment review are described in note 13. When an impairment loss is identified in a cash generating unit, it
must be first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. In this manner, an
impairment loss of US$4,382,000 was allocated to property, plant and equipment in 2016. The recoverable amount of property, plant and equipment was determined to be the value in use of each cash generating unit. The remaining impairment loss
comprises the write down of the recoverable amount of the property, plant and equipment of the discontinued operation (refer to Note 10) of US$4,647,000.
The annual impairment review performed at December 31, 2015, showed that the carrying value of the Groups assets did not exceed the amount that could be recovered through their use or sale and,
on that basis, there was no impairment in 2015.
126
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
12.
|
PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
|
Assets held under operating leases (where the Company is the lessor)
Included in the carrying amount of property, plant and equipment are a number of assets included in plant and
equipment which generate operating lease revenue for the Group. The net book value of these assets as at December 31, 2016 is US$nil (2015: US$3,453,000) following full write down of the assets due to group impairment (refer to Note 13).
Depreciation charged on these assets in 2016 amounted to US$1,119,000 (2015: US$930,000).
Included in disposals/retirements in
2016 is US$25,000 (2015: US$508,000) relating to the net book value of leased instruments reclassified as inventory on return from customers.
Property, plant and equipment under construction
Included in
property, plant and equipment at December 31, 2016 is an amount of US$778,000 (2015: US$4,690,000) relating to assets in the course of construction.
Assets held under finance leases
Included in the carrying amount of
property, plant and equipment is an amount for capitalised leased assets of US$1,515,000 (2015: US$1,696,000). The depreciation charge in respect of capitalised leased assets for the year ended December 31, 2016 was US$181,000 (2015:
US$56,000).
127
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
13.
|
GOODWILL AND INTANGIBLE ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
US$000
|
|
|
Development
costs
US$000
|
|
|
Patents and
licences
US$000
|
|
|
Other
US$000
|
|
|
Total
US$000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2015
|
|
|
82,532
|
|
|
|
90,038
|
|
|
|
10,242
|
|
|
|
33,348
|
|
|
|
216,160
|
|
Other additions
|
|
|
|
|
|
|
19,708
|
|
|
|
|
|
|
|
277
|
|
|
|
19,985
|
|
Exchange Adjustments
|
|
|
(420
|
)
|
|
|
(303
|
)
|
|
|
(274
|
)
|
|
|
(1
|
)
|
|
|
(998
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2015
|
|
|
82,112
|
|
|
|
109,443
|
|
|
|
9,968
|
|
|
|
33,624
|
|
|
|
235,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2016
|
|
|
82,112
|
|
|
|
109,443
|
|
|
|
9,968
|
|
|
|
33,624
|
|
|
|
235,147
|
|
Other additions
|
|
|
|
|
|
|
17,431
|
|
|
|
|
|
|
|
77
|
|
|
|
17,508
|
|
Exchange Adjustments
|
|
|
(423
|
)
|
|
|
(255
|
)
|
|
|
(43
|
)
|
|
|
|
|
|
|
(721
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016
|
|
|
81,689
|
|
|
|
126,619
|
|
|
|
9,925
|
|
|
|
33,701
|
|
|
|
251,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortisation and Impairment losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2015
|
|
|
(29,426
|
)
|
|
|
(19,376
|
)
|
|
|
(6,153
|
)
|
|
|
(16,181
|
)
|
|
|
(71,136
|
)
|
Charge for the year
|
|
|
|
|
|
|
(823
|
)
|
|
|
(127
|
)
|
|
|
(1,703
|
)
|
|
|
(2,653
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2015
|
|
|
(29,426
|
)
|
|
|
(20,199
|
)
|
|
|
(6,280
|
)
|
|
|
(17,884
|
)
|
|
|
(73,789
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2016
|
|
|
(29,426
|
)
|
|
|
(20,199
|
)
|
|
|
(6,280
|
)
|
|
|
(17,884
|
)
|
|
|
(73,789
|
)
|
Charge for the year
|
|
|
|
|
|
|
(1,259
|
)
|
|
|
(86
|
)
|
|
|
(1,628
|
)
|
|
|
(2,973
|
)
|
Impairment losses
|
|
|
(26,489
|
)
|
|
|
(58,195
|
)
|
|
|
(2,948
|
)
|
|
|
(41
|
)
|
|
|
(87,673
|
)
|
Exchange Adjustments
|
|
|
|
|
|
|
|
|
|
|
(224
|
)
|
|
|
|
|
|
|
(224
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016
|
|
|
(55,915
|
)
|
|
|
(79,653
|
)
|
|
|
(9,538
|
)
|
|
|
(19,553
|
)
|
|
|
(164,659
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016
|
|
|
25,774
|
|
|
|
46,966
|
|
|
|
387
|
|
|
|
14,148
|
|
|
|
87,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2015
|
|
|
52,686
|
|
|
|
89,244
|
|
|
|
3,688
|
|
|
|
15,740
|
|
|
|
161,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within development costs are costs of US$15,872,000 which were not amortised in 2016 (2015:
US$72,720,000). These development costs are not being amortised as the projects to which the costs relate were not fully complete at December 31, 2016 or at December 31, 2015. As at December 31, 2016 these projects are expected to be
completed during the period from January 1, 2017 to December 31, 2018 at an expected further cost of approximately US$5,757,000.
Intangible assets written off relating to Discontinued operation
In
October 2016, development of Cardiac
point-of-care
tests on the Meritas platform was terminated. The decision to cease the development came after the company held a
meeting with the U.S. Food and Drug Administration (FDA) in order to obtain an update on the Meritas Troponin premarket submission. At that meeting the FDA suggested that our submission should be withdrawn. The FDA made it known that any
new
point-of-care
Troponin product would be required to demonstrate performance equivalent to the most recently cleared laboratory-based device. As there was no
certainty that this level of performance could ever be achieved by the
point-of-care
Meritas product, even with the benefit of further development efforts, management
decided there was no option but to cease the development work on Troponin I and the analyzer and its sister products, BNP and
D-dimer.
All capitalised development work for the Troponin I assay and analyser,
BNP assay and the
D-dimer
test totalling US$41,374,000 was written off. The carrying value of the intangible asset relating to the underlying micropillar technology (US$2,946,000) was written off, as well as
the goodwill arising on the Fiomi Diagnostics acquisition (US$5,109,000). Other intangible assets of US$4,000 brought the total write down of intangible assets of the cardiac
point-of-care
operation to US$49,433,000 (refer to Note 10).
128
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
13.
|
GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
|
The following represents the costs incurred during each period presented for each of the
principal development projects:
|
|
|
|
|
|
|
|
|
Product Name
|
|
2016
US$000
|
|
|
2015
US$000
|
|
Premier Instrument for Haemoglobin A1c testing
1
|
|
|
2,810
|
|
|
|
2,887
|
|
Brain Natriuretic Peptide (BNP) assay
|
|
|
2,904
|
|
|
|
686
|
|
Troponin I assay and reader
|
|
|
1,932
|
|
|
|
7,779
|
|
Uni-gold
test enhancement
|
|
|
1,154
|
|
|
|
575
|
|
HIV 1/2 rapid test
|
|
|
1,085
|
|
|
|
1,039
|
|
Cardiac analyser
|
|
|
1,056
|
|
|
|
974
|
|
US Striped Lyme
|
|
|
1,003
|
|
|
|
667
|
|
Enhanced TPHA/CMV
|
|
|
810
|
|
|
|
617
|
|
Tristat
Point-of-Care
instrument
|
|
|
678
|
|
|
|
465
|
|
HIV screening Africa
|
|
|
650
|
|
|
|
|
|
Malaria
Point-of-Care
test
|
|
|
411
|
|
|
|
576
|
|
Autoimmune FDA registrations
|
|
|
341
|
|
|
|
366
|
|
D-Dimer
development
|
|
|
332
|
|
|
|
291
|
|
Uni-Gold
antigen improvement
|
|
|
287
|
|
|
|
262
|
|
Premier Resolution
|
|
|
259
|
|
|
|
351
|
|
Genesys/Resolution column enhancement
|
|
|
240
|
|
|
|
461
|
|
Antigen Projects
|
|
|
182
|
|
|
|
119
|
|
HIV Incidence assay
|
|
|
181
|
|
|
|
|
|
IgM Captia
|
|
|
175
|
|
|
|
315
|
|
Sjogrens Cytokine
|
|
|
166
|
|
|
|
|
|
Matrix project
|
|
|
131
|
|
|
|
|
|
Premier total lab automation
|
|
|
109
|
|
|
|
284
|
|
Line Immunoassay panels
|
|
|
100
|
|
|
|
103
|
|
Other projects with spend less than US$100,000 in 2016
|
|
|
435
|
|
|
|
891
|
|
Total capitalized development costs
|
|
|
17,431
|
|
|
|
19,708
|
|
|
1
|
The Premier project entails the development of a High Performance Liquid Chromotography (HPLC) instrument for testing
haemoglobin A1c (HbA1c). A number of
versions of the instrument are being developed including an Ion Exchange version (Premier Resolution). At December 31, 2016 this project had a total carrying amount of $23,128,000. Amortisation will occur over a 15 year period, commencing on
commercialization of each version of the instrument.
|
129
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
13.
|
GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
|
All of the development projects for which costs have been capitalized are judged to be
technically feasible, commercially viable and likely to produce future economic benefits. In reaching this conclusion, many factors have been considered including the following:
|
(a)
|
The Group only develops products within its field of expertise. The R&D team is experienced in developing new products in this field and this experience means that
only products which have a high probability of technical success are put forward for consideration as potential new products.
|
|
(b)
|
A technical feasibility study is undertaken in advance of every project. The feasibility study for each project is reviewed by the R&D team leader, and by other
senior management depending on the size of the project. The feasibility study occurs in the initial research phase of the project and costs in this phase are not capitalized.
|
|
(c)
|
Nearly all of our new product developments involve the transfer of our existing product
know-how
to a new application. The Group
does not engage in pure research. Every development project is undertaken with the intention of bringing a particular new product to market for which there is a known demand.
|
|
(d)
|
The commercial feasibility of each new product is established prior to commencement of a project by ensuring it is projected to achieve an acceptable income after
applying appropriate discount rates.
|
Other intangible assets
Other intangible assets consist primarily of acquired customer and supplier lists, trade names, website and software costs.
Amortisation
Amortisation is charged to the statement of operations through the selling, general and administrative expenses line.
Impairment testing for intangibles including goodwill and indefinite lived assets
Goodwill and other intangibles are subject to impairment testing on an annual basis. In determining whether a potential asset impairment exists, a range of internal and external factors are considered.
One such factor is the relationship between the Groups market valuation and the book value of its net assets. Trinity Biotechs share price reduced significantly in Quarter 4, 2016 following the announcement of managements decision
to withdraw the Troponin premarket submission to the U.S. Food and Drug Administration. The Groups market capitalization was significantly below the book value of its net assets as at December 31, 2016. In such circumstances, the Group
decided to recognize at December 31, 2016 a
non-cash
impairment charge of US$28,390,000. This amount excludes the loss relating to the discontinued cardiac
point-of-care
operation which is disclosed separately (refer to Note 10).
The
impairment test performed as at December 31, 2016 identified a total impairment loss of US$38,257,000 in five cash generating units (CGUs), of which US$28,390,000 has been recorded in the 2016 financial statements. Not all of the
total impairment loss was recorded in the financial statements due to the allocation method proscribed in IAS 36,
Impairment of Assets.
According to the accounting standard, the impairment loss for each CGU is first allocated to reduce the
carrying amount of any goodwill allocated to the CGU, then to other assets of the unit pro rata on the basis of the carrying amount of each asset in the CGU. The full impairment loss for Biopool US Inc and Trinity Biotech do Brasil could not be
reflected in the 2016 financial statements for these entities because each of these entities had insufficient assets to write down after excluding those assets with a known recoverable amount. The amount of impairment loss that could not be recorded
for Biopool US Inc and Trinity Biotech do Brasil was US$9,224,000 and US$644,000 respectively. As a result, the impairment loss that was recorded in the 2016 financial statements was US$28,390,000, being the total impairment loss of US$38,257,000
less the amounts of US$9,224,000 and US$644,000 which could not be recorded.
130
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
13.
|
GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
|
The impairment loss arose from the impairment review performed on Trinity Biotech
Manufacturing Limited, Immco Diagnostics Inc, Trinity Biotech do Brasil, Primus Corporation and Biopool US Inc. An impairment loss arose in these entities due to the carrying value of their net assets exceeding the entitys discounted future
cashflows. The recoverable amount of each of the CGUs is determined based on a
value-in-use
computation, which is the only methodology applied by the Group and which has
been selected due to the impracticality of obtaining fair value less costs to sell measurements for each reporting period. For the purpose of the annual impairment tests, goodwill is allocated to the relevant CGU. The annual impairment analysis is
based on a valuation technique involving level 3 inputs, see Note 1 (viii).
The
value-in-use
calculations use cash flow projections based on the 2017 budget and projections for a further four years using projected revenue and cost growth rates of between 1% and 13%. At the end of the
five year forecast period, terminal values for each CGU, based on a long term growth rate of 2%, are used in the
value-in-use
calculations. The
value-in-use
represents the present value of the future cash flows, including the terminal value, discounted at a rate appropriate to each CGU. The key assumptions employed in
arriving at the estimates of future cash flows are subjective and include projected EBITDA, net cash flows, discount rates and the duration of the discounted cash flow model. The assumptions and estimates used were derived from a combination of
internal and external factors based on historical experience. The
pre-tax
discount rates used range from 13% to 36% (2015: 12% to 24%).
The table below sets forth the impairment loss recorded for each of the CGUs at December 31, 2016. The loss recorded on assets of the discontinued cardiac
point-of-care
operation is not included in these numbers (refer to Note 10).
|
|
|
|
|
|
|
US$000
|
|
Trinity Biotech Manufacturing Limited
|
|
|
5,632
|
|
Immco Diagnostics Inc
|
|
|
15,696
|
|
Trinity Biotech do Brasil
|
|
|
4,118
|
|
Primus Corporation Inc.
|
|
|
1,990
|
|
Biopool US Inc
|
|
|
954
|
|
|
|
|
|
|
Total impairment loss
|
|
|
28,390
|
|
|
|
|
|
|
The table below sets forth the breakdown of the impairment loss for each class of asset at
December 31, 2016:
|
|
|
|
|
|
|
US$000
|
|
Goodwill and other intangible assets
|
|
|
23,251
|
|
Property, plant and equipment (see note 12)
|
|
|
4,382
|
|
Prepayments (see note 17)
|
|
|
757
|
|
|
|
|
|
|
Total impairment loss
|
|
|
28,390
|
|
|
|
|
|
|
The impairment loss at December 31, 2016 allocated to goodwill arose on the following acquisitions:
|
|
|
|
|
|
|
US$000
|
|
Immco Diagnostics
|
|
|
15,696
|
|
Blood bank screening business
|
|
|
5,632
|
|
|
|
|
|
|
Total impairment loss allocated to goodwill
|
|
|
21,328
|
|
|
|
|
|
|
131
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
13.
|
GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
|
The
value-in-use
calculation is subject to significant estimation, uncertainty and accounting judgements and is particularly sensitive in the following areas;
|
|
|
In the event that there was a variation of 10% in the assumed level of future growth in revenues, which would represent a reasonably likely range of
outcomes, there would be an additional impairment loss of US$2,256,000 at December 31, 2016.
|
|
|
|
In the event there was a 10% variation in the discount rate used to calculate the potential impairment of the carrying values, which would represent a
reasonably likely range of outcomes, there would be an additional impairment loss of US$11,196,000 at December 31, 2016.
|
The impairment loss of intangible assets at December 31, 2016 is analysed as follows:
|
|
|
|
|
|
|
US$000
|
|
Goodwill and other intangible assets per cash generating units impairment test
|
|
|
23,251
|
|
Goodwill and other intangible assets of discontinued operation (refer to note 10)
|
|
|
49,433
|
|
Capitalised development projects impaired during 2016 (refer to note 6)
|
|
|
14,989
|
|
|
|
|
|
|
Total impairment loss
|
|
|
87,673
|
|
|
|
|
|
|
Certain capitalised development projects were judged to be specifically impaired and their total carrying
value of US$14,989,000 was expensed (see note 6).
Significant Goodwill and Intangible Assets with Indefinite Useful
Lives
CGUs or combinations of CGUs for which the carrying amount of goodwill is significant for the purposes of impairment
testing in comparison with the Groups total carrying amount of goodwill are those where the percentage is greater than 20% of the total.
The additional disclosures required for the CGU with significant goodwill are as follows:
|
|
|
|
|
|
|
|
|
|
|
Fitzgerald Industries
|
|
|
|
December
31,
2016
|
|
|
December
31,
2015
|
|
Carrying amount of goodwill (US$000)
|
|
|
12,592
|
|
|
|
12,592
|
|
Discount rate applied (real
pre-tax)
|
|
|
13.56
|
%
|
|
|
12.24
|
%
|
Excess
value-in-use
over carrying amount
(US$000)
|
|
|
17,762
|
|
|
|
31,825
|
|
% EBITDA would need to decrease for an impairment to arise
|
|
|
46.8
|
%
|
|
|
60.5
|
%
|
Long-term growth rate
|
|
|
2.0
|
%
|
|
|
2.0
|
%
|
The key assumptions and methodology used in respect of this CGU are consistent with those described
above. The assumptions and estimates used are specific to the individual CGU and were derived from a combination of internal and external factors based on historical experience.
132
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
13.
|
GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
|
|
|
|
|
|
|
|
|
|
Intangible Assets with Indefinite Useful lives
(included in other intangibles)
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Fitzgerald Industries International CGU
|
|
|
|
|
|
|
|
|
Fitzgerald trade name
|
|
|
970
|
|
|
|
970
|
|
RDI trade name
|
|
|
560
|
|
|
|
560
|
|
Primus Corporation CGU
|
|
|
|
|
|
|
|
|
Primus trade name
|
|
|
670
|
|
|
|
670
|
|
Immco Diagnostic CGU
|
|
|
|
|
|
|
|
|
Immco Diagnostic trade name
|
|
|
3,393
|
|
|
|
3,393
|
|
Total
|
|
|
5,593
|
|
|
|
5,593
|
|
The trade name assets purchased as part of the acquisition of Fitzgerald in 2004, Primus and RDI in 2005
and Immco Diagnostics in 2013 were valued using the relief from royalty method and based on factors such as (1) the market and competitive trends and (2) the expected usage of the name. It was considered that these trade names will
generate net cash inflows for the Group for an indefinite period.
14.
|
DEFERRED TAX ASSETS AND LIABILITIES
|
Recognised deferred tax assets and liabilities
Deferred tax assets and
liabilities of the Group are attributable to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
Liabilities
|
|
|
Net
|
|
|
|
2016
US$000
|
|
|
2015
US$000
|
|
|
2016
US$000
|
|
|
2015
US$000
|
|
|
2016
US$000
|
|
|
2015
US$000
|
|
Property, plant and equipment
|
|
|
|
|
|
|
1
|
|
|
|
(574
|
)
|
|
|
(831
|
)
|
|
|
(574
|
)
|
|
|
(830
|
)
|
Intangible assets
|
|
|
|
|
|
|
|
|
|
|
(16,430
|
)
|
|
|
(22,319
|
)
|
|
|
(16,430
|
)
|
|
|
(22,319
|
)
|
Inventories
|
|
|
897
|
|
|
|
1,015
|
|
|
|
|
|
|
|
|
|
|
|
897
|
|
|
|
1,015
|
|
Provisions
|
|
|
5,701
|
|
|
|
2,960
|
|
|
|
|
|
|
|
|
|
|
|
5,701
|
|
|
|
2,960
|
|
Other items
|
|
|
2,035
|
|
|
|
2,140
|
|
|
|
(1,357
|
)
|
|
|
(1,669
|
)
|
|
|
678
|
|
|
|
471
|
|
Tax value of loss carryforwards recognised
|
|
|
5,923
|
|
|
|
6,676
|
|
|
|
|
|
|
|
|
|
|
|
5,923
|
|
|
|
6,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets/(liabilities)
|
|
|
14,556
|
|
|
|
12,792
|
|
|
|
(18,361
|
)
|
|
|
(24,819
|
)
|
|
|
(3,805
|
)
|
|
|
(12,027
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The deferred tax asset in 2016 is mainly due to deductible temporary differences relating to net operating
losses, provisions, share-based payments and the elimination of unrealised intercompany inventory profit. The deferred tax asset increased by US$1,764,000 in 2016 principally due to increases in provisions.
The deferred tax liability is caused by the net book value of
non-current
assets being greater
than the tax written down value of
non-current
assets, temporary differences due to the acceleration of the recognition of certain charges in calculating taxable income permitted in Ireland and the US and
deferred tax recognised on fair value asset uplifts in connection with business combinations. The deferred tax liability decreased by US$6,458,000 in 2016, principally because of the impairment of intangible assets on which the deferred tax
liabilities were recognised.
Deferred tax assets and liabilities are only offset when the entity has a legally enforceable
right to set off current tax assets against current tax liabilities and where the intention is to settle current tax liabilities and assets on a net basis or to realise the assets and settle the liabilities simultaneously. At December 31, 2016
and at December 31, 2015 no deferred tax assets and liabilities are offset as it is not certain as to whether there is a legally enforceable right to set off current tax assets against current tax liabilities and it is also uncertain as to what
current tax assets may be set off against current tax liabilities and in what periods.
The vast majority of temporary
differences are expected to reverse after 2020.
133
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
14.
|
DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
|
Unrecognised deferred tax assets
Deferred tax assets have not been recognised by the Group in respect of the following items:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
|
US$000
|
|
|
US$000
|
|
Capital losses
|
|
|
8,293
|
|
|
|
8,293
|
|
Net operating losses
|
|
|
23,630
|
|
|
|
4,142
|
|
US state credit carryforwards
|
|
|
277
|
|
|
|
275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,200
|
|
|
|
12,710
|
|
|
|
|
|
|
|
|
|
|
There was an increase of US$19,488,000 in the unrecognised deferred tax assets during the year ended
December 31, 2016. For comments on the uncertainty prompting less than full recognition refer to Note 9. The movement in the unrecognised deferred tax assets during the year ended December 31, 2016 is analysed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Movement in unrecognised deferred tax assets
|
|
Increase /
(decrease)
US$000
|
|
|
Applicable
tax rate
%
|
|
|
Tax
effect
US$000
|
|
US state credit carryforwards
|
|
|
2
|
|
|
|
n/a
|
|
|
|
2
|
|
Net operating losses Brazil
|
|
|
4,914
|
|
|
|
34
|
%
|
|
|
1,670
|
|
Net operating losses Ireland
|
|
|
3,787
|
|
|
|
25
|
%
|
|
|
947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total continuing operations
|
|
|
8,703
|
|
|
|
|
|
|
|
2,619
|
|
Net operating losses Ireland relating to discontinued operations
|
|
|
10,787
|
|
|
|
12.5
|
%
|
|
|
1,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,490
|
|
|
|
|
|
|
|
3,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A deferred tax asset of US$277,000 (2015: US$275,000) in respect of US state credit carryforwards was not
recognised due to uncertainties regarding the timing of the utilisation of these state credit carryforwards in the related tax jurisdiction in future periods.
A deferred tax asset of US$2,094,000 (2015: US$423,000) was not recognised in respect of net operating losses in Brazil. The entity in Brazil was incorporated in 2012 and has cumulative losses to date.
The deferred tax asset has not been recognised for Brazil due to uncertainty regarding the full utilization of these losses in the related tax jurisdiction in future periods. Only when it is probable that future profits will be available to utilize
the forward losses or temporary differences is a deferred tax asset recognised
A deferred tax asset of US$1,671,000 (2015:
US$724,000) was not recognised in respect of net operating losses of Trinity Biotech Investments Ltd. (TBIL). TBIL, which is tax resident in Ireland, issued an exchangeable note of US$115 million in 2015 following its incorporation
earlier in that year. To date this entity has interest expenses and no income. The deferred tax asset has not been recognised due to uncertainty regarding the full utilization of these losses in future periods. Only when it is probable that future
profits will be available to utilize the forward losses is a deferred tax asset recognised. In accordance with IAS 12,
Income Taxes,
both the movement in the exchangeable notes embedded derivatives value and the movement on the
exchangeable notes host contract, being the accretion of notional interest, are exempt from deferred taxation recognition.
A deferred tax asset of US$1,348,000 was not recognised in respect of net operating losses in Trinity Biotech Manufacturing Ltd. in 2016.
The deferred tax asset has not been recognised due to insufficient deferred tax liabilities following the impairment charge relating to fixed assets in this entity. When there is a reversing deferred tax liability in a jurisdiction that reverses in
the same period, the deferred tax asset is restricted so that it equals the reversing deferred tax liability. The resulting tax charge has been recorded in the loss on discontinued operations.
No deferred tax asset is recognised in respect of a capital loss forward of US$8,293,000 (2015: US$8,293,000) in Ireland as it is not
probable that there will be future capital gains against which to offset these capital losses.
134
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
14.
|
DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
|
Unrecognised deferred tax liabilities
At December 31, 2016 and 2015, there was no recognised or unrecognised deferred tax liability for taxes that would be payable on the
unremitted earnings of certain of the Groups subsidiaries. The Company is able to control the timing of the reversal of the temporary differences of its subsidiaries and it is probable that these temporary differences will not reverse in the
foreseeable future.
Movement in temporary differences during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
January, 1
2016
|
|
|
Recognised
in income
|
|
|
Recognised
in loss on
discontinued
operations
|
|
|
Foreign
Exchange
movement
|
|
|
Balance
December 31,
2016
|
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Property, plant and equipment
|
|
|
(830
|
)
|
|
|
256
|
|
|
|
|
|
|
|
|
|
|
|
(574
|
)
|
Intangible assets
|
|
|
(22,319
|
)
|
|
|
(214
|
)
|
|
|
6,036
|
|
|
|
67
|
|
|
|
(16,430
|
)
|
Inventories
|
|
|
1,015
|
|
|
|
(118
|
)
|
|
|
|
|
|
|
|
|
|
|
897
|
|
Provisions
|
|
|
2,960
|
|
|
|
2,741
|
|
|
|
|
|
|
|
|
|
|
|
5,701
|
|
Other items
|
|
|
471
|
|
|
|
207
|
|
|
|
|
|
|
|
|
|
|
|
678
|
|
Tax value of loss carryforwards recognised
|
|
|
6,676
|
|
|
|
396
|
|
|
|
(1,149
|
)
|
|
|
|
|
|
|
5,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,027
|
)
|
|
|
3,268
|
|
|
|
4,887
|
|
|
|
67
|
|
|
|
(3,805
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
January, 1
2015
|
|
|
Recognised
in income
|
|
|
Recognised
in goodwill
|
|
|
Balance
December 31,
2015
|
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Property, plant and equipment
|
|
|
(1,002
|
)
|
|
|
172
|
|
|
|
|
|
|
|
(830
|
)
|
Intangible assets
|
|
|
(18,874
|
)
|
|
|
(3,512
|
)
|
|
|
67
|
|
|
|
(22,319
|
)
|
Inventories
|
|
|
813
|
|
|
|
202
|
|
|
|
|
|
|
|
1,015
|
|
Provisions
|
|
|
3,061
|
|
|
|
(101
|
)
|
|
|
|
|
|
|
2,960
|
|
Other items
|
|
|
(357
|
)
|
|
|
828
|
|
|
|
|
|
|
|
471
|
|
Tax value of loss carryforwards recognised
|
|
|
4,718
|
|
|
|
1,958
|
|
|
|
|
|
|
|
6,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,641
|
)
|
|
|
(453
|
)
|
|
|
67
|
|
|
|
(12,027
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Finance lease receivables (see Note 17)
|
|
|
788
|
|
|
|
874
|
|
Other assets
|
|
|
82
|
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
870
|
|
|
|
954
|
|
|
|
|
|
|
|
|
|
|
The Group leases instruments as part of its business. For details of future minimum finance lease
receivables with
non-cancellable
terms, please refer to Note 17.
135
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Raw materials and consumables
|
|
|
9,176
|
|
|
|
10,329
|
|
Work-in-progress
|
|
|
7,288
|
|
|
|
8,757
|
|
Finished goods
|
|
|
16,125
|
|
|
|
16,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,589
|
|
|
|
35,125
|
|
|
|
|
|
|
|
|
|
|
All inventories are stated at the lower of cost or net realisable value. The replacement cost of
inventories does not differ from cost. Total inventories for the Group are shown net of provisions of US$10,017,000 (2015: US$4,822,000). Cost of sales in 2016 includes inventories expensed of US$50,259,000 (2015: US$53,098,000), (2014:
US$54,029,000).
The movement on the inventory provision for the three year period to December 31, 2016 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
US$000
|
|
|
December 31,
2015
US$000
|
|
|
December 31,
2014
US$000
|
|
Opening provision at January 1
|
|
|
4,822
|
|
|
|
4,636
|
|
|
|
4,462
|
|
Charged during the year
|
|
|
6,390
|
|
|
|
892
|
|
|
|
603
|
|
Utilised during the year
|
|
|
(1,065
|
)
|
|
|
(666
|
)
|
|
|
(322
|
)
|
Released during the year
|
|
|
(130
|
)
|
|
|
(40
|
)
|
|
|
(107
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing provision at December 31
|
|
|
10,017
|
|
|
|
4,822
|
|
|
|
4,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2016 US$130,000 (2014: US$40,000), (2014: US$107,000) of inventory provision relating to net
realisable value was released to the statement of operations following a current year review of inventory usage.
In 2016, a
provision was created of US$4,786,000 in relation to a number of products which have been culled during the year. This mainly relates to the Bartels and Microtrak product lines which were acquired over 15 years ago. Revenues for these products have
been declining significantly over the last number of years and have now reached the end of their economic life, especially given the level of technical support required to keep older products of this nature on the market.
17.
|
TRADE AND OTHER RECEIVABLES
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
US$000
|
|
|
December 31,
2015
US$000
|
|
Trade receivables, net of impairment losses
|
|
|
18,340
|
|
|
|
19,498
|
|
Prepayments
|
|
|
3,634
|
|
|
|
5,496
|
|
Value added tax
|
|
|
69
|
|
|
|
83
|
|
Finance lease receivables
|
|
|
542
|
|
|
|
525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,585
|
|
|
|
25,602
|
|
|
|
|
|
|
|
|
|
|
Trade receivables are shown net of an impairment losses provision of US$3,171,000 (2015: US$2,812,000)
(see Note 28). Prepayments are shown net of impairment of US$757,000 (2015: Nil) (see note 6).
136
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
17.
|
TRADE AND OTHER RECEIVABLES (CONTINUED)
|
Leases as lessor
(i) Finance lease commitments Group as lessor
The Group leases instruments as part of its business. Future minimum finance lease receivables with
non-cancellable
terms are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
|
Gross
investment
|
|
|
Unearned
income
|
|
|
Minimum
payments
receivable
|
|
Less than one year
|
|
|
949
|
|
|
|
407
|
|
|
|
542
|
|
Between one and five years (Note 15)
|
|
|
1,388
|
|
|
|
600
|
|
|
|
788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,337
|
|
|
|
1,007
|
|
|
|
1,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
US$000
|
|
|
|
Gross
investment
|
|
|
Unearned
income
|
|
|
Minimum
payments
receivable
|
|
Less than one year
|
|
|
925
|
|
|
|
400
|
|
|
|
525
|
|
Between one and five years (Note 15)
|
|
|
1,606
|
|
|
|
732
|
|
|
|
874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,531
|
|
|
|
1,132
|
|
|
|
1,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group classified future minimum lease receivables between one and five years of US$788,000 (2015:
US$874,000) as Other Assets, see Note 15. Under the terms of the lease arrangements, no contingent rents are receivable.
(ii) Operating lease commitments Group as lessor
The Group has leased a facility consisting of 9,000 square feet in Dublin, Ireland. This property has been
sub-let
by the Group. The lease contains a clause to
enable upward revision of the rent charge on a periodic basis. The Group also leases instruments under operating leases as part of its business.
Future minimum rentals receivable under
non-cancellable
operating leases are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
|
Land and
buildings
|
|
|
Instruments
|
|
|
Total
|
|
Less than one year
|
|
|
|
|
|
|
3,671
|
|
|
|
3,671
|
|
Between one and five years
|
|
|
|
|
|
|
184
|
|
|
|
184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,855
|
|
|
|
3,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
US$000
|
|
|
|
Land and
buildings
|
|
|
Instruments
|
|
|
Total
|
|
Less than one year
|
|
|
129
|
|
|
|
3,841
|
|
|
|
3,970
|
|
Between one and five years
|
|
|
|
|
|
|
171
|
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
129
|
|
|
|
4,012
|
|
|
|
4,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
18.
|
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Cash at bank and in hand
|
|
|
9,845
|
|
|
|
7,291
|
|
Short-term deposits
|
|
|
67,264
|
|
|
|
94,662
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents in the statements of cash flows
|
|
|
77,109
|
|
|
|
101,953
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
|
|
|
|
|
|
|
|
Class A
Ordinary shares
|
|
|
Class A
Ordinary shares
|
|
In thousands of shares
|
|
2016
|
|
|
2015
|
|
In issue at January 1
|
|
|
95,840
|
|
|
|
94,308
|
|
Issued for cash
|
|
|
322
|
|
|
|
1,532
|
|
|
|
|
|
|
|
|
|
|
In issue at December 31
|
|
|
96,162
|
|
|
|
95,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADS
|
|
|
ADS
|
|
In thousands of ADSs
|
|
2016
|
|
|
2015
|
|
In issue at January 1
|
|
|
23,960
|
|
|
|
23,577
|
|
Issued for cash
|
|
|
81
|
|
|
|
383
|
|
|
|
|
|
|
|
|
|
|
In issue at December 31
|
|
|
24,041
|
|
|
|
23,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
Treasury shares
|
|
|
Class A
Treasury shares
|
|
In thousands of shares
|
|
2016
|
|
|
2015
|
|
Balance at January 1
|
|
|
2,635
|
|
|
|
2,635
|
|
Purchased during the year
|
|
|
1,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
3,744
|
|
|
|
2,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADS
Treasury shares
|
|
|
ADS
Treasury shares
|
|
In thousands of ADSs
|
|
2016
|
|
|
2015
|
|
Balance at January 1
|
|
|
659
|
|
|
|
659
|
|
Purchased during the year
|
|
|
277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
936
|
|
|
|
659
|
|
|
|
|
|
|
|
|
|
|
The Group had authorised share capital of 200,700,000 A ordinary shares of US$0.0109 each
(2015: 200,700,000 A ordinary shares of US$0.0109 each) as at December 31, 2016.
138
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
19.
|
CAPITAL AND RESERVES (CONTINUED)
|
|
(a)
|
During 2016, the Group issued 322,272 A Ordinary shares from the exercise of employee options for a consideration of US$673,000 settled in cash. The Group
incurred costs of US$8,000 in connection with the issue of shares. At December 31, 2016, there were no amounts receivable on issuance share capital (2015: US$184,000) relating to the exercise of share options.
|
|
(b)
|
During 2016, the Group repurchased 1,109,435 shares under its share buyback program.
|
|
(c)
|
There were no dividends paid in respect of the 2015 financial year, (22 cents per ADS in respect of the 2014 financial year), (22 cents per ADS in respect of the 2013
financial year). As provided in the Articles of Association of the Company, dividends or other distributions are declared and paid in US Dollars (see Note 29 for further information).
|
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign currency denominated operations of the Group since January 1,
2004.
Warrant reserve
The Group calculates the fair value of warrants at the date of issue taking the amount directly to a separate reserve within equity. The fair value is calculated using the trinomial model. The fair value
which is assessed at the grant date is calculated on the basis of the contractual term of the warrants.
Hedging
reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash
flow hedging instruments related to hedged transactions entered into but not yet crystallised.
The warrant and hedging
reserves form Other Reserves in the Consolidated Statement of Financial Position.
Treasury shares
During 2016, the Group purchased 4,436,000 A Ordinary shares (1,109,000 ADSs) Treasury shares. The total
cost of these shares was US$9,938,000.
139
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
20.
|
SHARE OPTIONS AND SHARE WARRANTS
|
Warrants
There were no warrants outstanding at the beginning of 2015, and there were no warrants granted in either 2016 or 2015.
Options
Under the terms of the Companys Employee Share Option
Plans, options to purchase 9,830,183 A Ordinary Shares (2,457,546 ADSs) were outstanding at December 31, 2016. Under these Plans, options are granted to officers, employees and consultants of the Group at the discretion of the
Compensation Committee (designated by the board of directors), under the terms outlined below.
Certain options have been
granted to consultants of the Group and, where this is the case, the Group has measured the fair value of the services provided by these consultants by reference to the fair value of the equity instruments granted. This approach has been adopted in
these cases as it is impractical for the Group to reliably estimate the fair value of such services.
The terms and conditions
of the grants are as follows, whereby all options are settled by physical delivery of shares:
Vesting conditions
The options vest following a period of service by the officer or employee. The required period of service is determined by
the Compensation Committee at the date of grant of the options (usually the date of approval by the Compensation Committee) and it is generally over a three to four year period. There are no market conditions associated with the share option vesting
periods.
Contractual life
The term of an option is determined by the Board, Compensation Committee and Remuneration Committee provided that the term may not exceed a period of between seven to ten years from the date of grant. All
options will terminate 90 days after termination of the option holders employment, service or consultancy with the Group (or one year after such termination because of death or disability) except where a longer period is approved by the Board
of Directors. Under certain circumstances involving a change in control of the Group, the Compensation Committee may accelerate the exercisability and termination of options.
140
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
20.
|
SHARE OPTIONS AND SHARE WARRANTS (CONTINUED)
|
The number and weighted average exercise price of share options and warrants per
ordinary share is as follows (as required by IFRS 2, this information relates to all grants of share options and warrants by the Group):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options and
warrants
|
|
|
Weighted-
average exercise
price
US$
|
|
|
Range
US$
|
|
|
|
A Ordinary
Shares
|
|
|
Per A Ordinary
Share
|
|
|
Per A Ordinary
Share
|
|
Outstanding January 1, 2014
|
|
|
9,781,409
|
|
|
|
2.73
|
|
|
|
0.66 4.79
|
|
Granted
|
|
|
2,018,000
|
|
|
|
4.22
|
|
|
|
4.21 4.34
|
|
Exercised
|
|
|
(2,048,092
|
)
|
|
|
1.91
|
|
|
|
1.07 4.21
|
|
Forfeited
|
|
|
(459,665
|
)
|
|
|
3.53
|
|
|
|
1.50 4.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
9,291,652
|
|
|
|
3.20
|
|
|
|
0.66 4.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year
|
|
|
4,056,991
|
|
|
|
2.56
|
|
|
|
0.66 4.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding January 1, 2015
|
|
|
9,291,652
|
|
|
|
3.20
|
|
|
|
0.66 4.79
|
|
Granted
|
|
|
976,000
|
|
|
|
3.20
|
|
|
|
2.71 4.47
|
|
Exercised
|
|
|
(1,602,000
|
)
|
|
|
1.95
|
|
|
|
1.07 4.21
|
|
Forfeited
|
|
|
(507,200
|
)
|
|
|
3.96
|
|
|
|
2.50 4.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
8,158,452
|
|
|
|
3.36
|
|
|
|
0.66 4.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year
|
|
|
4,679,323
|
|
|
|
3.03
|
|
|
|
0.66 4.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding January 1, 2016
|
|
|
8,158,452
|
|
|
|
3.36
|
|
|
|
0.66 4.47
|
|
Granted
|
|
|
2,160,000
|
|
|
|
2.39
|
|
|
|
1.67 2.80
|
|
Exercised
|
|
|
(322,272
|
)
|
|
|
2.09
|
|
|
|
0.66 2.65
|
|
Forfeited
|
|
|
(165,997
|
)
|
|
|
3.39
|
|
|
|
2.52 3.61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
9,830,183
|
|
|
|
3.19
|
|
|
|
0.66 4.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year
|
|
|
5,838,851
|
|
|
|
3.31
|
|
|
|
0.75 4.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options and
warrants
|
|
|
Weighted-
average exercise
price
US$
|
|
|
Range
US$
|
|
|
|
ADS Equivalent
|
|
|
Per ADS
|
|
|
Per ADS
|
|
Outstanding January 1, 2014
|
|
|
2,445,352
|
|
|
|
10.92
|
|
|
|
2.63 19.15
|
|
Granted
|
|
|
504,500
|
|
|
|
16.88
|
|
|
|
16.84 17.36
|
|
Exercised
|
|
|
(512,023
|
)
|
|
|
7.64
|
|
|
|
4.28 16.84
|
|
Forfeited
|
|
|
(114,916
|
)
|
|
|
14.12
|
|
|
|
6.00 16.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
2,322,913
|
|
|
|
12.80
|
|
|
|
2.63 19.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year
|
|
|
1,014,248
|
|
|
|
10.24
|
|
|
|
2.63 16.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding January 1, 2015
|
|
|
2,322,913
|
|
|
|
12.80
|
|
|
|
2.63 19.15
|
|
Granted
|
|
|
244,000
|
|
|
|
12.80
|
|
|
|
10.84 17.88
|
|
Exercised
|
|
|
(400,500
|
)
|
|
|
7.80
|
|
|
|
4.28 16.84
|
|
Forfeited
|
|
|
(126,800
|
)
|
|
|
15.84
|
|
|
|
10.00 19.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
2,039,613
|
|
|
|
13.44
|
|
|
|
2.63 17.88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year
|
|
|
1,169,831
|
|
|
|
12.12
|
|
|
|
2.63 16.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding January 1, 2016
|
|
|
2,039,613
|
|
|
|
13.44
|
|
|
|
2.63 17.88
|
|
Granted
|
|
|
540,000
|
|
|
|
9.57
|
|
|
|
6.69 11.20
|
|
Exercised
|
|
|
(80,568
|
)
|
|
|
8.35
|
|
|
|
2.64 10.61
|
|
Forfeited
|
|
|
(41,499
|
)
|
|
|
13.58
|
|
|
|
10.08 14.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
2,457,546
|
|
|
|
13.43
|
|
|
|
2.64 17.88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year
|
|
|
1,459,713
|
|
|
|
13.24
|
|
|
|
3.00 16.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
141
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
20.
|
SHARE OPTIONS AND SHARE WARRANTS (CONTINUED)
|
The weighted average share price per A Ordinary share at the date of
exercise for options exercised in 2016 was: US$2.96 (US$11.84 per ADS), 2015: US$4.25 per A Ordinary share (US$17.00 per ADS) and 2014: US$6.18 per A Ordinary share (US$24.72 per ADS).
The opening share price per A Ordinary share at the start of the financial year was US$2.92 or US$11.69 per ADS (2015: US$4.38
or US$17.50 per ADS) (2014: US$6.25 or US$25.00 per ADS) and the closing share price at December 31, 2016 was US$1.73 or US$6.92 per ADS (2015: US$2.94 or US$11.76 per ADS) (2014: US$4.38 or US$17.51 per ADS). The average share price for the
year ended December 31, 2016 was US$2.58 per A Ordinary share or US$10.32 per ADS.
A summary of the range of
prices for the Companys stock options for the year ended December 31, 2016 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
Exercise price range
|
|
No.
of
options
A ordinary
shares
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted-
average
contractual
life
remaining
(years)
|
|
|
No.
of
options
A ordinary
shares
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted-
average
contractual
life
remaining
(years)
|
|
US$0.66-US$0.99
|
|
|
14,000
|
|
|
|
0.80
|
|
|
|
1.70
|
|
|
|
14,000
|
|
|
|
0.80
|
|
|
|
1.70
|
|
US$1.00-US$2.05
|
|
|
801,652
|
|
|
|
1.63
|
|
|
|
2.71
|
|
|
|
571,652
|
|
|
|
1.59
|
|
|
|
1.01
|
|
US$2.06-
US$2.99
|
|
|
4,776,531
|
|
|
|
2.54
|
|
|
|
4.29
|
|
|
|
2,230,534
|
|
|
|
2.54
|
|
|
|
2.20
|
|
US$3.00
-US$4.47
|
|
|
4,238,000
|
|
|
|
4.22
|
|
|
|
4.21
|
|
|
|
3,022,665
|
|
|
|
4.21
|
|
|
|
3.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,830,183
|
|
|
|
|
|
|
|
|
|
|
|
5,838,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
Exercise price range
|
|
No.
of
options
ADS
equivalent
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted-
average
contractual
life
remaining
(years)
|
|
|
No.
of
options
ADS
equivalent
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted-
average
contractual
life
remaining
(years)
|
|
US$2.63-US$3.96
|
|
|
3,500
|
|
|
|
3.20
|
|
|
|
1.70
|
|
|
|
3,500
|
|
|
|
3.20
|
|
|
|
1.70
|
|
US$4.00-US$8.20
|
|
|
200,413
|
|
|
|
6.52
|
|
|
|
2.71
|
|
|
|
142,913
|
|
|
|
6.36
|
|
|
|
1.01
|
|
US$8.24-
US$11.96
|
|
|
1,194,133
|
|
|
|
10.16
|
|
|
|
4.29
|
|
|
|
557,634
|
|
|
|
10.16
|
|
|
|
2.20
|
|
US$12.00
-US$17.88
|
|
|
1,059,500
|
|
|
|
16.88
|
|
|
|
4.21
|
|
|
|
755,666
|
|
|
|
16.84
|
|
|
|
3.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,457,546
|
|
|
|
|
|
|
|
|
|
|
|
1,459,713
|
|
|
|
|
|
|
|
|
|
142
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
20.
|
SHARE OPTIONS AND SHARE WARRANTS (CONTINUED)
|
The weighted-average remaining contractual life of options outstanding at
December 31, 2016 was 4.16 years (2015: 4.52 years).
A summary of the range of prices for the Companys stock
options for the year ended December 31, 2015 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
Exercise price range
|
|
No. of
options
A ordinary
shares
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted-
average
contractual
life
remaining
(years)
|
|
|
No. of
options
A ordinary
shares
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted-
average
contractual
life
remaining
(years)
|
|
US$0.66-US$0.99
|
|
|
74,000
|
|
|
|
0.69
|
|
|
|
0.80
|
|
|
|
74,000
|
|
|
|
0.69
|
|
|
|
0.80
|
|
US$1.00-US$2.05
|
|
|
593,652
|
|
|
|
1.59
|
|
|
|
2.61
|
|
|
|
593,652
|
|
|
|
1.59
|
|
|
|
1.76
|
|
US$2.06-
US$2.99
|
|
|
3,114,800
|
|
|
|
2.57
|
|
|
|
3.96
|
|
|
|
2,198,669
|
|
|
|
2.53
|
|
|
|
3.19
|
|
US$3.00
-US$4.47
|
|
|
4,376,000
|
|
|
|
4.20
|
|
|
|
5.25
|
|
|
|
1,813,002
|
|
|
|
4.20
|
|
|
|
4.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,158,452
|
|
|
|
|
|
|
|
|
|
|
|
4,679,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
Exercise price range
|
|
No. of
options
ADS
equivalent
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted-
average
contractual
life
remaining
(years)
|
|
|
No. of
options
ADS
equivalent
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted-
average
contractual
life
remaining
(years)
|
|
US$2.63-US$3.96
|
|
|
18,500
|
|
|
|
2.76
|
|
|
|
0.80
|
|
|
|
18,500
|
|
|
|
2.76
|
|
|
|
0.80
|
|
US$4.00-US$8.20
|
|
|
148,413
|
|
|
|
6.36
|
|
|
|
2.61
|
|
|
|
148,413
|
|
|
|
6.36
|
|
|
|
1.76
|
|
US$8.24-
US$11.96
|
|
|
778,700
|
|
|
|
10.28
|
|
|
|
3.96
|
|
|
|
549,667
|
|
|
|
10.12
|
|
|
|
3.19
|
|
US$12.00
-US$17.88
|
|
|
1,094,000
|
|
|
|
16.80
|
|
|
|
5.25
|
|
|
|
453,251
|
|
|
|
16.80
|
|
|
|
4.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,039,613
|
|
|
|
|
|
|
|
|
|
|
|
1,169,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The recognition and measurement principles of IFRS 2 have been applied to share options granted under the
Companys Share Option Plans since November 7, 2002 which have not vested by January 1, 2005 in accordance with IFRS 2.
143
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
20.
|
SHARE OPTIONS AND SHARE WARRANTS (CONTINUED)
|
Charge for the year under IFRS 2
The charge for the year is calculated based on the fair value of the options granted which have not yet vested.
The fair value of the options is expensed over the vesting period of the option. US$1,381,446 was charged to the statement of operations
in 2016, (2015: US$1,550,000), (2014: US$1,496,000) split as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
US$000
|
|
|
December 31,
2015
US$000
|
|
|
December 31,
2014
US$000
|
|
Share-based payments cost of sales
|
|
|
32
|
|
|
|
9
|
|
|
|
18
|
|
Share-based payments selling, general and administrative
|
|
|
1,349
|
|
|
|
1,541
|
|
|
|
1,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total continuing operations
|
|
|
1,381
|
|
|
|
1,550
|
|
|
|
1,496
|
|
Share-based payments discontinued operations
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,414
|
|
|
|
1,550
|
|
|
|
1,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total share based payments charge for the year was US$1,633,000 (2015: US$1,974,000) (2014:
US$2,533,000). However, a total of US$219,000 (2015: US$424,000) (2014: US$1,037,000) of share based payments was capitalised in intangible development project assets during the year.
The fair value of services received in return for share options granted are measured by reference to the fair value of share options
granted. The estimate of the fair value of services received is measured based on a trinomial model. The following are the input assumptions used in determining the fair value of share options granted in 2016, 2015 and 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key
management
personnel
|
|
Other
employees
|
|
Key
management
personnel
|
|
Other
employees
|
|
Key
management
personnel
|
|
Other
employees
|
|
|
2016
|
|
2016
|
|
2015
|
|
2015
|
|
2014
|
|
2014
|
Weighted average fair value at measurement date per A share / (per ADS)
|
|
US$0.58 /
(US$2.32)
|
|
US$0.57 /
(US$2.28)
|
|
Nil
|
|
US$0.68 /
(US$2.72)
|
|
US$1.13 /
(US$4.52)
|
|
US$0.74/
(US$2.96)
|
|
|
|
|
|
|
|
Total A share options granted / (ADSs equivalent)
|
|
1,700,000 /
(425,000)
|
|
460,000 /
(115,000)
|
|
Nil
|
|
976,000 /
(244,000)
|
|
1,700,000 /
(425,000)
|
|
318,000/
(79,500)
|
|
|
|
|
|
|
|
Weighted average share price per A share / (per ADS)
|
|
US$2.43 /
(US$9.72)
|
|
US$2.25 /
(US$9.00)
|
|
Nil
|
|
US$3.20 /
(US$12.80)
|
|
US$4.23 /
(US$16.90)
|
|
US$4.22 /
(US$16.88)
|
|
|
|
|
|
|
|
Weighted average exercise price per A share / (per ADS)
|
|
US$2.43 /
(US$9.72)
|
|
US$2.25 /
(US$9.00)
|
|
Nil
|
|
US$3.20 /
(US$12.80)
|
|
US$4.23 /
(US$16.90)
|
|
US$4.22/
(US$16.88)
|
|
|
|
|
|
|
|
Weighted average expected volatility
|
|
29.63%
|
|
36.73%
|
|
Nil
|
|
29.27%
|
|
32.54%
|
|
24.54%
|
|
|
|
|
|
|
|
Weighted average expected life
|
|
4.81
|
|
3.74
|
|
Nil
|
|
3.73
|
|
4.68
|
|
3.58
|
|
|
|
|
|
|
|
Weighted average risk free interest rate
|
|
1.21%
|
|
1.29%
|
|
Nil
|
|
1.46%
|
|
1.53%
|
|
1.22%
|
|
|
|
|
|
|
|
Expected dividend yield
|
|
1.14%
|
|
0.96%
|
|
Nil
|
|
1.14%
|
|
1.11%
|
|
1.11%
|
The expected life of the options is based on historical data and is not necessarily indicative of exercise
patterns that may occur. The expected volatility is based on the historic volatility (calculated based on the expected life of the options). The Group has considered how future experience may affect historical volatility.
144
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
20.
|
SHARE OPTIONS AND SHARE WARRANTS (CONTINUED)
|
The profile and activities of the Group are not expected to change in the immediate
future and therefore Trinity Biotech would expect estimated volatility to be consistent with historical volatility.
21.
|
TRADE AND OTHER PAYABLES
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Trade payables
|
|
|
9,017
|
|
|
|
8,329
|
|
Payroll taxes
|
|
|
489
|
|
|
|
302
|
|
Employee related social insurance
|
|
|
416
|
|
|
|
196
|
|
Accrued liabilities
|
|
|
10,877
|
|
|
|
9,262
|
|
Deferred consideration
|
|
|
|
|
|
|
360
|
|
Deferred income
|
|
|
224
|
|
|
|
187
|
|
Restructuring accrual
|
|
|
3,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,757
|
|
|
|
18,636
|
|
|
|
|
|
|
|
|
|
|
There was no deferred consideration payable in 2016, the 2015 amount includes US$52,000 as a result of the
acquisition of Phoenix Biotech in 2011, and US$308,000 as a result of the acquisition of Fiomi Diagnostics AB in 2012 net of deferred interest expense of US$34,000.
Accrued liabilities include US$2,195,000 (2015: US$2,195,000) relating to contracted licence payments for
HIV-2
licence.
The restructuring liability represents the cost of closing the Swedish facility, Fiomi Diagnostics (refer to Note 10), and mainly
comprises contractual obligations associated with terminating premises and supplier contracts, as well as unpaid redundancy costs for 20 employees.
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Provisions
|
|
|
75
|
|
|
|
75
|
|
|
|
|
|
|
|
|
|
|
There were no movements in provision during 2016 and 2015.
During 2016 the Group experienced no significant product warranty claims. However, the Group believes that it is appropriate to retain a
product warranty provision to cover any future claims. The provision at December 31, 2016 represents the estimated cost of product warranties, the exact amount which cannot be determined. US$75,000 represents managements best estimate of
these obligations at December 31, 2016.
23.
|
OTHER PAYABLES DUE AFTER ONE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Licence fees
|
|
|
|
|
|
|
1,051
|
|
|
|
|
|
|
|
|
|
|
Licence fees in 2015 relate to contracted payments for
HIV-2
licence. There were no other payables in 2016.
145
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
Exchangeable
notes
During 2015, the Group issued US$115,000,000 of exchangeable senior notes which will mature on April 1,
2045, subject to earlier repurchase, redemption or exchange. The notes are senior unsecured obligations and accrue interest at an annual rate of 4%, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on
October 1, 2015. The notes are convertible into ordinary shares of the parent entity at the applicable exchange rate, at any time prior to the close of business on the second business day immediately preceding the maturity date, at the option
of the holder, or repayable on April 1, 2045. The conversion rate is 47.112 ADSs per $1,000 principal amount of notes, equivalent to an exchange price of approximately $21.88 per ADS. The exchange rate is subject to adjustment upon the
occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. The notes include a number of
non-financial
covenants, all of which were complied with at December 31, 2016.
The notes include a number of put and call options, and these embedded derivatives are measured at fair value through the
Consolidated Statement of Operations. The embedded derivatives are summarised as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
US$000
|
|
|
December 31,
2015
US$000
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
Exchangeable note bond call option
|
|
|
|
|
|
|
4,690
|
|
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
Exchangeable note equity conversion option
|
|
|
3,970
|
|
|
|
6,340
|
|
Exchangeable note bond put option
|
|
|
290
|
|
|
|
4,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,260
|
|
|
|
11,220
|
|
|
|
|
|
|
|
|
|
|
Total value of embedded derivatives net liability
|
|
|
4,260
|
|
|
|
6,530
|
|
|
|
|
|
|
|
|
|
|
Financial income in the consolidated statement of operations for the year includes US$2,270,000 (2015:
US$13,015,000) arising from the revaluation of embedded derivatives at fair value at December 31, 2016.
The exchangeable
notes are treated as a host debt instrument with embedded derivatives attached. On initial recognition, the host debt instrument is recognised at the residual value of the total net proceeds of the bond issue less fair value of the embedded
derivatives. Subsequently, the host debt instrument is measured at amortised cost using the effective interest rate method. The carrying value of exchangeable senior notes is calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
US$000
|
|
|
December 31,
2015
US$000
|
|
Balance at 1 January
|
|
|
91,514
|
|
|
|
|
|
Exchangeable senior notes issued
|
|
|
|
|
|
|
115,000
|
|
Fair value of embedded derivatives at issuance date
|
|
|
|
|
|
|
(19,550
|
)
|
Unamortised transaction costs
|
|
|
|
|
|
|
(4,471
|
)
|
Accretion interest
|
|
|
718
|
|
|
|
535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92,232
|
|
|
|
91,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
US$000
|
|
|
December 31,
2015
US$000
|
|
Exchangeable senior notes
|
|
|
92,232
|
|
|
|
91,514
|
|
Non-current
liabilities (conversion and put options)
|
|
|
4,260
|
|
|
|
11,220
|
|
|
|
|
|
|
|
|
|
|
Total
non-current
liabilities
|
|
|
96,492
|
|
|
|
102,374
|
|
|
|
|
|
|
|
|
|
|
This liability will accrete back to its nominal value of US$115,000,000 over the term of the debt using an
effective interest rate methodology. Financial expense in the consolidated statement of operations for the year includes US$718,000 (2015: US$585,000) of accretion interest.
146
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
25.
|
FINANCE LEASE LIABILITIES
|
Certain manufacturing equipment are held under finance lease arrangements following sale and leaseback transactions during the year, with
a carrying value of US$1,459,000 as of December 31, 2016 (2015: US$1,696,000). The repayment period of finance leases is 5 years. Finance leases are secured by the related assets held under the finance lease, and the carrying values of finance
lease liabilities at December 31, 2016 are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Finance lease liabilities
|
|
|
273
|
|
|
|
271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
273
|
|
|
|
271
|
|
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
732
|
|
|
|
1,042
|
|
|
|
|
|
|
|
|
|
|
Finance lease liabilities
|
|
|
732
|
|
|
|
1,042
|
|
|
|
|
|
|
|
|
|
|
Finance lease liabilities
Finance lease liabilities are payable as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
|
Minimum
lease
payments
|
|
|
Interest
|
|
|
Principal
|
|
Less than one year
|
|
|
313
|
|
|
|
40
|
|
|
|
273
|
|
In more than one year, but not more than two
|
|
|
313
|
|
|
|
27
|
|
|
|
286
|
|
In more than two years but not more than five
|
|
|
462
|
|
|
|
16
|
|
|
|
446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,088
|
|
|
|
83
|
|
|
|
1,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
US$000
|
|
|
|
Minimum
lease
payments
|
|
|
Interest
|
|
|
Principal
|
|
Less than one year
|
|
|
325
|
|
|
|
54
|
|
|
|
271
|
|
In more than one year, but not more than two
|
|
|
325
|
|
|
|
42
|
|
|
|
283
|
|
In more than two years but not more than five
|
|
|
804
|
|
|
|
45
|
|
|
|
759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,454
|
|
|
|
141
|
|
|
|
1,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terms and debt repayment schedule
The terms and conditions of outstanding interest bearing loans and borrowings at December 31, 2016 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility
|
|
Currency
|
|
|
Nominal
interest
rate
|
|
|
Year of
maturity
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
Finance lease liabilities
|
|
|
Euro
|
|
|
|
4.54
|
%
|
|
|
2020
|
|
|
|
1,005
|
|
|
|
1,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing loans and borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,005
|
|
|
|
1,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
25.
|
FINANCE LEASE LIABILITIES (CONTINUED)
|
The terms and conditions of outstanding interest bearing loans and borrowings at
December 31, 2015 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility
|
|
Currency
|
|
|
Nominal
interest
rate
|
|
|
Year of
maturity
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
Finance lease liabilities
|
|
|
Euro
|
|
|
|
4.54
|
%
|
|
|
2020
|
|
|
|
1,313
|
|
|
|
1,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing loans and borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,313
|
|
|
|
1,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26.
|
COMMITMENTS AND CONTINGENCIES
|
The Group has capital commitments authorised and contracted for of US$220,000 as at December 31, 2016 (2015: US$182,000).
The Group leases a number of premises under operating leases. The leases typically run for periods up to 25 years. Lease payments are
reviewed periodically (typically on a 5 year basis) to reflect market rentals. Operating lease commitments payable during the next 12 months amount to US$3,215,000 (2015: US$2,869,000) payable on leases of buildings at Bray, Ireland, Jamestown,
Buffalo and Amherst, New York, Acton, Massachusetts, Carlsbad, California and Sao Paulo, Brazil. US$663,000 (2015: US$607,000) of these operating lease commitments relates to leases whose remaining term will expire within one year, US$Nil (2015:
US$455,000) relates to leases whose remaining term expires between one and two years, US$1,323,000 (2015: US$533,000) between two and five years and the balance of US$1,229,000 (2015: US$1,274,000) relates to leases which expire after more than five
years. See Note 27 for related party leasing arrangements.
Future minimum operating lease commitments with
non-cancellable
terms in excess of one year are as follows:
|
|
|
|
|
|
|
Year ended
|
|
|
|
2016
|
|
|
|
Operating leases
|
|
|
|
US$000
|
|
2017
|
|
|
3,215
|
|
2018
|
|
|
2,483
|
|
2019
|
|
|
2,183
|
|
2020
|
|
|
1,855
|
|
2021
|
|
|
1,261
|
|
Later years
|
|
|
11,451
|
|
|
|
|
|
|
Total lease obligations
|
|
|
22,448
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
2015
|
|
|
|
Operating leases
|
|
|
|
US$000
|
|
2016
|
|
2,869
|
|
2017
|
|
|
2,343
|
|
2018
|
|
|
1,859
|
|
2019
|
|
|
1,687
|
|
2020
|
|
|
1,413
|
|
Later years
|
|
|
13,140
|
|
|
|
|
|
|
Total lease obligations
|
|
|
23,311
|
|
|
|
|
|
|
148
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
26.
|
COMMITMENTS AND CONTINGENCIES (CONTINUED)
|
For future minimum finance lease commitments, in respect of which the lessor has a
charge over the related assets, see Note 25.
The
Group repaid in full its bank borrowings in April 2010, at which point all previous charges against Group assets were released. At December 31, 2016 Group borrowings were at fixed rates of interest and consisted entirely of Euro denominated
finance leases, refer to Note 25. The banks providing the finance leases have a charge over the equipment for which the lease pertains.
(d)
|
Group Company Guarantees
|
Pursuant to the provisions of Section 357, Irish Companies Act, 2014, the Company has guaranteed the liabilities of Trinity Biotech Manufacturing Limited, Trinity Research Limited, Benen Trading
Limited and Trinity Biotech Financial Services Limited subsidiary undertakings in the Republic of Ireland, for the financial year to December 31, 2016 and, as a result, these subsidiary undertakings have been exempted from the filing provisions
of Section 357, Irish Companies Act, 2014. Where the Company enters into these guarantees of the indebtedness of other companies within its Group, the Company considers these to be insurance arrangements and accounts for them as such. The
Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee. The Company does not enter into financial guarantees with third
parties.
(e)
|
Government Grant Contingencies
|
The Group has received training and employment grant income from Irish development agencies. Subject to existence of certain conditions specified in the grant agreements, this income may become repayable.
No such conditions existed as at December 31, 2016. However if the income were to become repayable, the maximum amounts repayable as at December 31, 2016 would amount to US$2,659,000 (2014: US$2,756,000).
In
2010, Laboratoires Nephrotek, formerly a distributor for Trinity Biotech, took a legal action in France against the Group, claiming damages of US$0.8 million. They claimed that certain instruments supplied by Trinity Biotech did not operate
properly in the field. In 2013, Trinity Biotech successfully defended this claim in the French courts. In 2017, the French courts heard Nephroteks appeal and again found in favour of Trinity Biotech. There are also a small number of legal
cases being brought against the Group by certain of its former employees in the previously owned French subsidiary, Trinity Biotech France S.à.r.l. The ultimate resolution of the aforementioned proceedings is not expected to have a
material adverse effect on the Groups financial position, results of operations or cash flows.
27.
|
RELATED PARTY TRANSACTIONS
|
The
Group has related party relationships with its subsidiaries, and with its directors and executive officers.
Leasing
arrangements with related parties
The Group has entered into various arrangements with JRJ Investments
(JRJ), a partnership owned by Mr OCaoimh and Dr Walsh, directors of the Company, to provide for current and potential future needs to extend its premises at IDA Business Park, Bray, Co. Wicklow, Ireland.
In November 2004, the Group entered into an agreement for a 25 year lease with JRJ for offices that have been constructed adjacent to its
premises at IDA Business Park, Bray, Co. Wicklow, Ireland. The annual rent of 381,000 (US$401,000) is payable from January 1, 2004. There was a rent review performed on this premises in 2009 and further to this review, there was no
change to the annual rental charge.
In December 2007, the Group entered into an agreement with Mr. OCaoimh and Dr
Walsh pursuant to which the Group took a lease on an additional 43,860 square foot manufacturing facility in Bray, Ireland at a rate of 17.94 per square foot (including fit out) giving a total annual rent of 787,000
(US$828,000).
149
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
27.
|
RELATED PARTY TRANSACTIONS (CONTINUED)
|
Trinity Biotech and its directors (excepting Mr OCaoimh and Dr Walsh who express
no opinion on this point) believe that the arrangements entered into represent a fair and reasonable basis on which the Group can meet its ongoing requirements for premises. At December 31, 2016 there were no rental payments outstanding (2015:
Nil).
Compensation of key management personnel of the Group
At December 31, 2016, 2015 and 2014 the key management personnel of the Group were made up of three key personnel: the two executive
directors; Mr Ronan OCaoimh and Dr Jim Walsh and Mr Kevin Tansley, our Chief Financial Officer/Executive Director. Kevin Tansley was appointed to the board in September 2016 as an Executive Director.
Compensation for the year ended December 31, 2016 of these personnel is detailed below:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
|
US$000
|
|
|
US$000
|
|
Short-term employee benefits
|
|
|
1,298
|
|
|
|
1,307
|
|
Performance related bonus
|
|
|
248
|
|
|
|
378
|
|
Post-employment benefits
|
|
|
41
|
|
|
|
61
|
|
Share-based compensation benefits
|
|
|
1,114
|
|
|
|
1,454
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,701
|
|
|
|
3,200
|
|
|
|
|
|
|
|
|
|
|
The amounts disclosed in respect of directors emoluments in note 5 includes non executive directors
fees of US$400,000 (2015: US$400,000) and share-based compensation benefits of US$181,000 (2015: US$239,000). Total directors remuneration is also included in personnel expenses (Note 7).
On March 30, 2011, the service agreement with Ronan OCaoimh as Chief Executive Officer was terminated and replaced by an
agreement with Darnick Company, a company wholly-owned by members of Mr OCaoimhs immediate family. Directors compensation includes payments made to Darnick Company.
Directors compensation also includes payments made to Diagnostic Polymers, a company wholly-owned by Jim Walsh and members of his
immediate family.
Directors and Company Secretarys interests in the Companys shares and share option
plan
|
|
|
|
|
|
|
|
|
|
|
A Ordinary Shares
|
|
|
Share options
|
|
At January 1, 2016
|
|
|
5,695,306
|
|
|
|
6,015,004
|
|
Exercised
|
|
|
|
|
|
|
(60,000
|
)
|
Granted
|
|
|
|
|
|
|
1,700,000
|
|
Shares purchased during the year
|
|
|
24,400
|
|
|
|
|
|
Shares sold during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016
|
|
|
5,719,706
|
|
|
|
7,655,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Ordinary Shares
|
|
|
Share options
|
|
At January 1, 2015
|
|
|
5,185,306
|
|
|
|
6,640,004
|
|
Exercised
|
|
|
625,000
|
|
|
|
(625,000
|
)
|
Shares sold during the year
|
|
|
(115,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2015
|
|
|
5,695,306
|
|
|
|
6,015,004
|
|
|
|
|
|
|
|
|
|
|
Rayville Limited, an Irish registered company, which is wholly owned by the three executive directors and
certain other executives of the Group, owns all of the B
non-voting
Ordinary Shares in Trinity Research Limited, one of the Groups subsidiaries. The B shares do not entitle the
holders thereof to receive any assets of the company on a winding up. All of the A voting ordinary shares in Trinity Research Limited are held by the Group. Trinity Research Limited may, from time to time, declare dividends to Rayville
Limited and Rayville Limited may declare dividends to its shareholders out of those amounts.
150
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
27.
|
RELATED PARTY TRANSACTIONS (CONTINUED)
|
Any such dividends paid by Trinity Research Limited are ordinarily treated as a
compensation expense by the Group in the consolidated financial statements prepared in accordance with IFRS, notwithstanding their legal form of dividends to minority interests, as this best represents the substance of the transactions.
At December 31, 2015, there was US$161,000 receivable by the Group relating to the exercise of share options by the Company
Secretary. There were no such amounts receivable at December 31, 2016. There were no director loans advanced during 2016 or 2015.
In June 2009, the Board approved the payment of a dividend of $2,830,000 by Trinity Research Limited to Rayville Limited on the B shares held by it. This amount was then lent back by
Rayville to Trinity Research Limited. As the dividend is matched by a loan from Rayville Limited to Trinity Research Limited which is repayable solely at the discretion of the Remuneration Committee of the Board and is unsecured and interest free,
the Group netted the dividend paid to Rayville Limited against the corresponding loan from Rayville Limited in the 2015 and 2016 consolidated financial statements.
28.
|
DERIVATIVES AND FINANCIAL INSTRUMENTS
|
The Group uses a range of financial instruments (including cash, finance leases, receivables, payables and derivatives) to fund its operations. These instruments are used to manage the liquidity of the
Group in a cost effective,
low-risk
manner. Working capital management is a key additional element in the effective management of overall liquidity. The Group does not trade in financial instruments or
derivatives. The main risks arising from the utilization of these financial instruments are interest rate risk, liquidity risk and credit risk.
Interest rate risk
Effective and repricing analysis
The following table sets out all interest-earning financial assets and interest bearing financial liabilities held by
the Group at December 31, indicating their effective interest rates and the period in which they
re-price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2016
|
|
Note
|
|
|
Effective
interest
rate
|
|
|
Total
US$000
|
|
|
6 mths or less
US$000
|
|
|
6 12 mths
US$000
|
|
|
1-2
years
US$000
|
|
|
2-5
years
US$000
|
|
|
> 5 years
US$000
|
|
Cash and cash equivalents
|
|
|
18
|
|
|
|
0.8
|
%
|
|
|
77,109
|
|
|
|
77,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease receivable
|
|
|
17
|
|
|
|
4.1
|
%
|
|
|
1,330
|
|
|
|
289
|
|
|
|
253
|
|
|
|
392
|
|
|
|
396
|
|
|
|
|
|
Licence payments
|
|
|
21, 23
|
|
|
|
3.0
|
%
|
|
|
(2,195
|
)
|
|
|
(1,112
|
)
|
|
|
(1,083
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease payable
|
|
|
25
|
|
|
|
4.5
|
%
|
|
|
(1,005
|
)
|
|
|
(135
|
)
|
|
|
(138
|
)
|
|
|
(286
|
)
|
|
|
(446
|
)
|
|
|
|
|
Exchangeable note
|
|
|
24
|
|
|
|
4.8
|
%
|
|
|
(92,232
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(92,232
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
(16,993
|
)
|
|
|
76,151
|
|
|
|
(968
|
)
|
|
|
106
|
|
|
|
(50
|
)
|
|
|
(92,232
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2015
|
|
Note
|
|
|
Effective
interest
rate
|
|
|
Total
US$000
|
|
|
6 mths or less
US$000
|
|
|
6 12 mths
US$000
|
|
|
1-2 years
US$000
|
|
|
2-5 years
US$000
|
|
|
> 5 years
US$000
|
|
Cash and cash equivalents
|
|
|
18
|
|
|
|
0.9
|
%
|
|
|
101,953
|
|
|
|
71,953
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease receivable
|
|
|
17
|
|
|
|
4.1
|
%
|
|
|
1,399
|
|
|
|
270
|
|
|
|
252
|
|
|
|
437
|
|
|
|
440
|
|
|
|
|
|
Deferred consideration
|
|
|
21
|
|
|
|
3.1
|
%
|
|
|
(360
|
)
|
|
|
(52
|
)
|
|
|
(308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Licence payments
|
|
|
21,23
|
|
|
|
3.0
|
%
|
|
|
(3,246
|
)
|
|
|
(1,112
|
)
|
|
|
(1,083
|
)
|
|
|
(1,051
|
)
|
|
|
|
|
|
|
|
|
Finance lease payable
|
|
|
25
|
|
|
|
4.5
|
%
|
|
|
(1,313
|
)
|
|
|
(134
|
)
|
|
|
(137
|
)
|
|
|
(283
|
)
|
|
|
(759
|
)
|
|
|
|
|
Exchangeable note
|
|
|
24
|
|
|
|
4.8
|
%
|
|
|
(91,514
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(91,514
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
6,919
|
|
|
|
70,925
|
|
|
|
28,724
|
|
|
|
(897
|
)
|
|
|
(319
|
)
|
|
|
(91,514
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
151
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
28.
|
DERIVATIVES AND FINANCIAL INSTRUMENTS (CONTINUED)
|
In broad terms, a
one-percentage
point increase
in interest rates would increase interest income by US$770,000 (2015: US$1,020,000) and would not affect the interest expense (2015: nil) resulting in an increase in net interest income of US$770,000 (2015: increase in net interest income of
US$1,020,000).
Interest rate profile of financial assets / liabilities
The interest rate profile of financial assets/liabilities of the Group was as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
US$000
|
|
|
December 31, 2015
US$000
|
|
Fixed rate instruments
|
|
|
|
|
|
|
|
|
Fixed rate financial liabilities (deferred consideration)
|
|
|
|
|
|
|
(360
|
)
|
Fixed rate financial liabilities (licence fees)
|
|
|
(2,195
|
)
|
|
|
(3,246
|
)
|
Fixed rate financial liabilities (exchangeable note)
|
|
|
(92,232
|
)
|
|
|
(91,514
|
)
|
Fixed rate financial liabilities (finance lease payables)
|
|
|
(1,005
|
)
|
|
|
(1,313
|
)
|
Financial assets (cash and short-term deposits)
|
|
|
67,265
|
|
|
|
94,663
|
|
Financial assets (finance lease receivables)
|
|
|
1,330
|
|
|
|
1,399
|
|
Variable rate instruments
|
|
|
|
|
|
|
|
|
Financial assets (cash and short-term deposits)
|
|
|
9,844
|
|
|
|
7,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,993
|
)
|
|
|
6,919
|
|
|
|
|
|
|
|
|
|
|
In 2015, the fixed rate financial liabilities relating to deferred consideration arises as a result of
the Fiomi acquisition in 2012. There was no deferred consideration in 2016. The weighted average interest rate and weighted average period for which the rate is fixed is as follows:
|
|
|
|
|
|
|
December 31, 2015
|
|
Fixed rate financial liabilities (deferred consideration)
|
|
|
|
|
Weighted average interest rate
|
|
|
3.1
|
%
|
Weighted average period for which rate is fixed
|
|
|
0.67 years
|
|
Financial assets comprise cash and cash equivalents as at December 31, 2016 and December 31,
2015 (see Note 18).
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial liabilities at fair value through profit and loss. Therefore a change in interest
rates at December 31, 2016 would not affect profit or loss.
Cash flow sensitivity analysis for variable rate
instruments
A change of 100 basis points in interest rates at the reporting date would have no effect on profit or
loss for the period. This assumes that all other variables, in particular foreign currency rates, remain constant.
Interest rates used for determining fair value
The interest rates used to discount estimated cash flows, where applicable, based on observable market rates plus a premium which reflects the risk profile of the Group at the reporting date, were as
follows:
|
|
|
|
|
|
|
December 31, 2015
|
|
Deferred Consideration
|
|
|
3.1
|
%
|
There was no significant difference between the fair value and carrying value of the Groups trade
receivables and trade and other payables at December 31, 2016 and December, 31 2015 as all fell due within 6 months.
152
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
28.
|
DERIVATIVES AND FINANCIAL INSTRUMENTS (CONTINUED)
|
Liquidity risk
The Groups operations are cash generating. Short-term flexibility is achieved through the management of the Groups short-term
deposits.
The following are the contractual maturities of financial liabilities, including estimated interest payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2016
US$000
|
|
Carrying
amount
US$000
|
|
|
Contractual
cash flows
US$000
|
|
|
6 mths or
less
US$000
|
|
|
6 mths
12 mths
US$000
|
|
|
1-2 years
US$000
|
|
|
2-5 years
US$000
|
|
|
>5 years
US$000
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade & other payables
|
|
|
23,607
|
|
|
|
23,607
|
|
|
|
22,524
|
|
|
|
1,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable notes
|
|
|
92,232
|
|
|
|
115,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,000
|
|
Exchangeable note interest
|
|
|
1,150
|
|
|
|
131,100
|
|
|
|
2,300
|
|
|
|
2,300
|
|
|
|
4,600
|
|
|
|
13,800
|
|
|
|
108,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,989
|
|
|
|
269,707
|
|
|
|
24,824
|
|
|
|
3,383
|
|
|
|
4,600
|
|
|
|
13,800
|
|
|
|
223,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2015
US$000
|
|
Carrying
amount
US$000
|
|
|
Contractual
cash flows
US$000
|
|
|
6 mths or
less
US$000
|
|
|
6 mths
12 mths
US$000
|
|
|
1-2 years
US$000
|
|
|
2-5 years
US$000
|
|
|
>5 years
US$000
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade & other payables
|
|
|
18,537
|
|
|
|
18,537
|
|
|
|
16,403
|
|
|
|
1,083
|
|
|
|
1,051
|
|
|
|
|
|
|
|
|
|
Exchangeable notes
|
|
|
91,514
|
|
|
|
115,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,000
|
|
Exchangeable note interest
|
|
|
1,150
|
|
|
|
135,700
|
|
|
|
2,300
|
|
|
|
2,300
|
|
|
|
4,600
|
|
|
|
13,800
|
|
|
|
112,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,201
|
|
|
|
269,237
|
|
|
|
18,703
|
|
|
|
3,383
|
|
|
|
5,651
|
|
|
|
13,800
|
|
|
|
227,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange risk
The majority of the Groups activities are conducted in US Dollars. Foreign exchange risk arises from the fluctuating value of the
Groups Euro denominated expenses as a result of the movement in the exchange rate between the US Dollar and the Euro. Arising from this, where considered necessary, the Group pursues a treasury policy which periodically aims to sell US
Dollars forward to match a portion of its uncovered Euro expenses at exchange rates lower than budgeted exchange rates. These forward contracts are primarily cashflow hedging instruments whose objective is to cover a portion of these Euro forecasted
transactions. Forward contracts normally have maturities of less than one year after the balance sheet date. There were no forward contracts in place as at December 31, 2016.
Foreign currency short term financial assets and liabilities which expose the Group to currency risk are disclosed below. The amounts
shown are those reported to key management translated into US Dollars at the closing rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December
31, 2016
|
|
EUR
|
|
|
GBP
|
|
|
SEK
|
|
|
CAD
|
|
|
BRL
|
|
|
Other
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Cash
|
|
|
214
|
|
|
|
520
|
|
|
|
46
|
|
|
|
845
|
|
|
|
371
|
|
|
|
7
|
|
Trade and other receivable
|
|
|
852
|
|
|
|
157
|
|
|
|
68
|
|
|
|
414
|
|
|
|
1,103
|
|
|
|
|
|
Trade and other payables
|
|
|
(1,983
|
)
|
|
|
(29
|
)
|
|
|
(4,528
|
)
|
|
|
(85
|
)
|
|
|
(1,976
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total exposure
|
|
|
(917
|
)
|
|
|
648
|
|
|
|
(4,414
|
)
|
|
|
1,174
|
|
|
|
(502
|
)
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2015
|
|
EUR
|
|
|
GBP
|
|
|
SEK
|
|
|
CAD
|
|
|
BRL
|
|
|
Other
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Cash
|
|
|
617
|
|
|
|
379
|
|
|
|
28
|
|
|
|
254
|
|
|
|
405
|
|
|
|
|
|
Trade and other receivable
|
|
|
996
|
|
|
|
157
|
|
|
|
182
|
|
|
|
311
|
|
|
|
709
|
|
|
|
|
|
Trade and other payables
|
|
|
(1,800
|
)
|
|
|
(144
|
)
|
|
|
(1,206
|
)
|
|
|
(92
|
)
|
|
|
(1,291
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total exposure
|
|
|
(187
|
)
|
|
|
392
|
|
|
|
(996
|
)
|
|
|
473
|
|
|
|
(177
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
28.
|
DERIVATIVES AND FINANCIAL INSTRUMENTS (CONTINUED)
|
The Group states its forward exchange contracts at fair value in the balance sheet. The
Group classifies its forward exchange contracts as hedging forecasted transactions and thus accounts for them as cash flow hedges.
There were no forward exchange contracts in place at December 31, 2016 or December 31, 2015.
Sensitivity analysis
A 10% strengthening of the US Dollar against the
following currencies at December 31, 2016 would have increased profit and other equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
|
|
|
|
|
|
|
|
|
|
|
Profit or loss
US$000
|
|
|
Other equity
movements
US$000
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
Euro
|
|
|
1,093
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
Euro
|
|
|
1,466
|
|
|
|
|
|
A 10% weakening of the US Dollar against the following currencies at December 31, 2016 would
have decreased profit and other equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
|
|
|
|
|
|
|
|
|
|
|
Profit or loss
US$000
|
|
|
Other equity
movements
US$000
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
Euro
|
|
|
(1,336
|
)
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
Euro
|
|
|
(1,792
|
)
|
|
|
|
|
Credit Risk
The Group has no significant concentrations of credit risk. Exposure to credit risk is monitored on an ongoing basis. The Group maintains specific provisions for potential credit losses. To date such
losses have been within managements expectations. Due to the large number of customers and the geographical dispersion of these customers, the Group has no significant concentrations of accounts receivable.
With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents and deferred
consideration, the Groups exposure to credit risk arises from default of the counter-party, with a maximum exposure equal to the carrying amount of these instruments. The Groups management considers that all of the above financial assets
that are not impaired or past due for each of the 31 December reporting dates under review are of good credit quality.
The Group maintains cash and cash equivalents and enters into forward contracts, when necessary, with various financial institutions. The
Group performs regular and detailed evaluations of these financial institutions to assess their relative credit standing. The carrying amount reported in the balance sheet for cash and cash equivalents and forward contracts approximate their fair
value.
154
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
28.
|
DERIVATIVES AND FINANCIAL INSTRUMENTS (CONTINUED)
|
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk is as follows:
|
|
|
|
|
|
|
|
|
|
|
Carrying Value
December 31, 2016
US$000
|
|
|
Carrying Value
December 31, 2015
US$000
|
|
Third party trade receivables
|
|
|
18,340
|
|
|
|
19,498
|
|
Finance lease income receivable
|
|
|
1,330
|
|
|
|
1,399
|
|
Cash & cash equivalents
|
|
|
77,109
|
|
|
|
101,953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,779
|
|
|
|
122,850
|
|
|
|
|
|
|
|
|
|
|
The maximum exposure to credit risk for trade receivables and finance lease income receivable by
geographic location is as follows:
|
|
|
|
|
|
|
|
|
|
|
Carrying Value
December 31, 2016
US$000
|
|
|
Carrying Value
December 31, 2015
US$000
|
|
United States
|
|
|
10,201
|
|
|
|
12,935
|
|
Euro-zone countries
|
|
|
1,645
|
|
|
|
1,169
|
|
UK
|
|
|
252
|
|
|
|
218
|
|
Other European countries
|
|
|
10
|
|
|
|
33
|
|
Other regions
|
|
|
7,562
|
|
|
|
6,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,670
|
|
|
|
20,897
|
|
|
|
|
|
|
|
|
|
|
The maximum exposure to credit risk for trade receivables and finance lease income receivable by type of
customer is as follows:
|
|
|
|
|
|
|
|
|
|
|
Carrying Value
December 31, 2016
US$000
|
|
|
Carrying Value
December 31, 2015
US$000
|
|
End-user
customers
|
|
|
11,882
|
|
|
|
10,542
|
|
Distributors
|
|
|
7,127
|
|
|
|
8,959
|
|
Non-governmental
organisations
|
|
|
661
|
|
|
|
1,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,670
|
|
|
|
20,897
|
|
|
|
|
|
|
|
|
|
|
Due to the large number of customers and the geographical dispersion of these customers, the Group has no
significant concentrations of accounts receivable.
Impairment Losses
The ageing of trade receivables at December 31, 2016 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Impairment
|
|
|
Gross
|
|
|
Impairment
|
|
|
|
2016
|
|
|
2016
|
|
|
2015
|
|
|
2015
|
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Not past due
|
|
|
12,275
|
|
|
|
|
|
|
|
12,413
|
|
|
|
|
|
Past due
0-30
days
|
|
|
2,741
|
|
|
|
8
|
|
|
|
3,299
|
|
|
|
|
|
Past due
31-120
days
|
|
|
1,807
|
|
|
|
67
|
|
|
|
1,794
|
|
|
|
87
|
|
Greater than 120 days
|
|
|
4,688
|
|
|
|
3,096
|
|
|
|
4,804
|
|
|
|
2,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,511
|
|
|
|
3,171
|
|
|
|
22,310
|
|
|
|
2,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
28.
|
DERIVATIVES AND FINANCIAL INSTRUMENTS (CONTINUED)
|
The movement in the allowance for impairment in respect of trade receivables during the
year was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
Balance at January 1
|
|
|
2,812
|
|
|
|
2,205
|
|
|
|
2,150
|
|
Charged to costs and expenses
|
|
|
415
|
|
|
|
780
|
|
|
|
237
|
|
Charged to other accounts
|
|
|
|
|
|
|
|
|
|
|
(19
|
)
|
Amounts written off during the year
|
|
|
(56
|
)
|
|
|
(173
|
)
|
|
|
(163
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
|
3,171
|
|
|
|
2,812
|
|
|
|
2,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The allowance for impairment in respect of trade receivables is used to record impairment losses unless
the Group is satisfied that no recovery of the account owing is possible. At this point the amount is considered irrecoverable and is written off against the financial asset directly.
Capital Management
The Groups policy is to maintain a strong capital
base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors earnings per share as a measure of performance, which the Group defines as profit after tax divided by
the weighted average number of shares in issue.
Following the divestiture of the Coagulation product line in 2010, the Group
eliminated all bank debt. In the past, the Group has funded acquisitions using both equity and long term debt depending on the size of the acquisition and the capital structure in place at the time of the acquisition.
Although at December 31, 2016 the Group has no bank debt, it maintains a relationship with a number of lending banks and Trinity
Biotech is listed on the NASDAQ which allows the Group to raise funds through equity financing where necessary. During 2015, the Group raised US$115,000,000 through the issuance of 30 year exchangeable senior notes which will mature on April 1,
2045, subject to earlier repurchase, redemption or exchange.
The Board of Directors is authorised to purchase its own shares
on the market on the following conditions;
|
|
|
the aggregate nominal value of the shares authorised to be acquired shall not exceed 10% of the aggregate nominal value of the issued share capital of
the Company at the close of business on the date of the passing of the resolution:
|
|
|
|
the minimum price (exclusive of taxes and expenses) which may be paid for a share shall be the nominal value of that share:
|
|
|
|
the maximum price (exclusive of taxes and expenses) which may be paid for a share shall not be more than the average of the closing bid price on NASDAQ
in respect of the ten business days immediately preceding the day on which the share is purchased.
|
156
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
28.
|
DERIVATIVES AND FINANCIAL INSTRUMENTS (CONTINUED)
|
Fair Values
The table below sets out the Groups classification of each class of financial assets/liabilities, their fair values and under which
valuation method they are valued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
carrying
amount
|
|
|
Fair
Value
|
|
|
|
Note
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
|
US$000
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
17
|
|
|
18,340
|
|
|
|
|
|
|
|
18,340
|
|
|
|
18,340
|
|
Cash and cash equivalents
|
|
18
|
|
|
77,109
|
|
|
|
|
|
|
|
77,109
|
|
|
|
77,109
|
|
Finance lease receivable
|
|
15, 17
|
|
|
1,330
|
|
|
|
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,779
|
|
|
|
|
|
|
|
96,779
|
|
|
|
96,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at amortised cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable note
|
|
24
|
|
|
(92,232
|
)
|
|
|
|
|
|
|
(92,232
|
)
|
|
|
(92,232
|
)
|
Finance lease payable
|
|
25
|
|
|
(1,005
|
)
|
|
|
|
|
|
|
(1,005
|
)
|
|
|
(1,005
|
)
|
Trade and other payables (excluding deferred income)
|
|
21
|
|
|
(24,533
|
)
|
|
|
|
|
|
|
(24,533
|
)
|
|
|
(24,533
|
)
|
Provisions
|
|
22
|
|
|
(75
|
)
|
|
|
|
|
|
|
(75
|
)
|
|
|
(75
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(117,845
|
)
|
|
|
|
|
|
|
(117,845
|
)
|
|
|
(117,845
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value through profit and loss (FVPL)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable note bond call option
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable note equity conversion option
|
|
24
|
|
|
|
|
|
|
(3,970
|
)
|
|
|
(3,970
|
)
|
|
|
(3,970
|
)
|
Exchangeable note bond put option
|
|
24
|
|
|
|
|
|
|
(290
|
)
|
|
|
(290
|
)
|
|
|
(290
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,260
|
)
|
|
|
(4,260
|
)
|
|
|
(4,260
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,066
|
)
|
|
|
(4,260
|
)
|
|
|
(25,326
|
)
|
|
|
(25,326
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based
on the degree to which inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: valuation techniques for which the lowest level of inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly
Level 3: valuation techniques for which the lowest level of inputs that have a
significant effect on the recorded fair value are not based on observable market data
157
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
28.
|
DERIVATIVES AND FINANCIAL INSTRUMENTS (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
Level 1
US$000
|
|
|
Level 2
US$000
|
|
|
Total
carrying
amount
US$000
|
|
|
Fair
Value
US$000
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
17
|
|
|
|
19,498
|
|
|
|
|
|
|
|
19,498
|
|
|
|
19,498
|
|
Cash and cash equivalents
|
|
|
18
|
|
|
|
101,953
|
|
|
|
|
|
|
|
101,953
|
|
|
|
101,953
|
|
Finance lease receivable
|
|
|
15, 17
|
|
|
|
1,399
|
|
|
|
|
|
|
|
1,399
|
|
|
|
1,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,850
|
|
|
|
|
|
|
|
122,850
|
|
|
|
122,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at amortised cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable note
|
|
|
24
|
|
|
|
(91,514
|
)
|
|
|
|
|
|
|
(91,514
|
)
|
|
|
(91,514
|
)
|
Finance lease payable
|
|
|
25
|
|
|
|
(1,313
|
)
|
|
|
|
|
|
|
(1,313
|
)
|
|
|
(1,313
|
)
|
Deferred Consideration (Phoenix
Bio-tech)
|
|
|
21
|
|
|
|
(52
|
)
|
|
|
|
|
|
|
(52
|
)
|
|
|
(52
|
)
|
Trade and other payables (excluding deferred income)
|
|
|
21
|
|
|
|
(18,089
|
)
|
|
|
|
|
|
|
(18,089
|
)
|
|
|
(18,089
|
)
|
Provisions
|
|
|
22
|
|
|
|
(75
|
)
|
|
|
|
|
|
|
(75
|
)
|
|
|
(75
|
)
|
Net Deferred Consideration Payable (Fiomi)
|
|
|
23
|
|
|
|
|
|
|
|
(308)
|
|
|
|
(308)
|
|
|
|
(308)
|
|
Licence fees
|
|
|
23
|
|
|
|
|
|
|
|
(1,051
|
)
|
|
|
(1,051
|
)
|
|
|
(1,051
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(111,043
|
)
|
|
|
(1,359
|
)
|
|
|
(112,402
|
)
|
|
|
(112,402
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value through profit and loss (FVPL)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable note bond call option
|
|
|
24
|
|
|
|
|
|
|
|
4,690
|
|
|
|
4,690
|
|
|
|
4,690
|
|
Exchangeable note equity conversion option
|
|
|
24
|
|
|
|
|
|
|
|
(6,340
|
)
|
|
|
(6,340
|
)
|
|
|
(6,340
|
)
|
Exchangeable note bond put option
|
|
|
24
|
|
|
|
|
|
|
|
(4,880
|
)
|
|
|
(4,880
|
)
|
|
|
(4,880
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,530
|
)
|
|
|
(6,530
|
)
|
|
|
(6,530
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,807
|
|
|
|
(7,889
|
)
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The valuation techniques used for instruments categorised as level 2 are described below:
Net deferred consideration payable
The deferred consideration payable relating to the acquisition of Fiomi is based on contractual amounts payable upon the achievement of specified milestones. The amount payable is revalued to its fair
value using a discount rate based on observable market interest rates, adjusted to include a risk premium.
Licence
fees
Licence fees payable are based on contractual amounts payable at specified intervals, and are revalued to their fair
value using a discount rate based on observable market interest rates, adjusted to include a risk premium.
Exchangeable
note options
The fair values of the options associated with the exchangeable notes are calculated in consultation with
third-party valuation specialists due to the complexity of their nature. There are a number of inputs utilised in the valuation of the options, including share price, historical share price volatility, risk-free rate and the expected borrowing cost
spread over the risk-free rate.
158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
There were no
dividends declared or paid in respect of the 2015 financial year (a dividend of 22 cents per ADS was approved and paid in 2015 in respect of the 2014 financial year).
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
US$000
|
|
|
US$000
|
|
Declared and paid during the year:
|
|
|
|
|
|
|
|
|
Dividends on ordinary shares:
|
|
|
|
|
|
|
|
|
Final dividend in respect of FY 2015 profits: Nil (FY 2014: US$0.22 per ADS).
|
|
|
|
|
|
|
5,099
|
|
|
|
|
|
|
|
|
|
|
30.
|
POST BALANCE SHEET EVENTS
|
There
are no matters or circumstances that have arisen since the end of the year that have significantly affected or may significantly affect either:
|
|
|
The entitys operations in future financial years;
|
|
|
|
The results of those operations in future financial years; or
|
|
|
|
The entitys state of affairs in future financial years.
|
31.
|
ACCOUNTING ESTIMATES AND JUDGEMENTS
|
The preparation of these financial statements requires the Group to make estimates and judgements that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities.
On an
on-going
basis, the Group evaluates these
estimates, including those related to intangible assets, contingencies and litigation. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Key sources of estimation uncertainty
Note 13 contains information about the assumptions and the risk factors relating to goodwill impairment. Note 20 outlines information regarding the valuation of share options and warrants. Note 24
outlines the valuation techniques used by the Company in determining the fair value of exchangeable notes and the associated embedded derivatives. In Note 28, detailed analysis is given about the interest rate risk, credit risk, liquidity risk and
foreign exchange risk of the Group.
Critical accounting judgements in applying the Groups accounting policies
Certain critical accounting judgements in applying the Groups accounting policies are described below:
159
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
31.
|
ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)
|
Research and development expenditure
Under IFRS as adopted by the EU, the Group writes off research and development expenditure as incurred, with the exception of expenditure
on projects whose outcome has been assessed with reasonable certainty as to technical feasibility, commercial viability and recovery of costs through future revenues. Such expenditure is capitalised at cost within intangible assets and amortised
over its expected useful life of 15 years, which commences when commercial production starts.
Acquired
in-process
research and development (IPR&D) is valued at its fair value at acquisition date in accordance with IFRS 3. The Company determines this fair value by adopting the income approach valuation technique.
Once the fair value has been determined, the Company will recognise the IPR&D as an intangible asset when it: (a) meets the definition of an asset and (b) is identifiable (i.e. is separable or arises from contractual or other legal
rights).
Factors which impact our judgement to capitalise certain research and development expenditure include the degree of
regulatory approval for products and the results of any market research to determine the likely future commercial success of products being developed. We review these factors each year to determine whether our previous estimates as to feasibility,
viability and recovery should be changed.
Impairment of intangible assets and goodwill
Definite lived intangible assets are reviewed for indicators of impairment annually while goodwill and indefinite lived assets are tested
for impairment annually, individually or at the cash generating unit level.
Factors considered important, as part of an
impairment review, include the following:
|
|
|
Significant underperformance relative to expected historical or projected future operating results;
|
|
|
|
Significant changes in the manner of our use of the acquired assets or the strategy for our overall business;
|
|
|
|
Obsolescence of products;
|
|
|
|
Significant decline in our stock price for a sustained period; and
|
|
|
|
Our market capitalisation relative to net book value.
|
When we determine that the carrying value of intangibles,
non-current
assets and related goodwill may not be recoverable based upon the existence of one or more of
the above indicators of impairment, any impairment is measured based on our estimates of projected net discounted cash flows expected to result from that asset, including eventual disposition. Our estimated impairment could prove insufficient if our
analysis overestimated the cash flows or conditions change in the future.
Allowance for slow-moving and obsolete inventory
We evaluate the realisability of our inventory on a
case-by-case
basis and make adjustments to our inventory provision based on our estimates of expected losses. We
write-off
any
inventory that is approaching its
use-by
date and for which no further
re-processing
can be performed. We also consider recent trends in revenues for various
inventory items and instances where the realisable value of inventory is likely to be less than its carrying value.
Allowance for impairment of receivables
We make judgements as to our ability to collect outstanding receivables and where necessary make allowances for impairment. Such impairments are made based upon a specific review of all significant
outstanding receivables. In determining the allowance, we analyse our historical collection experience and current economic trends. If the historical data we use to calculate the allowance for impairment of receivables does not reflect the future
ability to collect outstanding receivables, additional allowances for impairment of receivables may be needed and the future results of operations could be materially affected.
160
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
31.
|
ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)
|
Accounting for income taxes
Significant judgement is required in determining our worldwide income tax expense provision. In the ordinary course of a global business,
there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and cost reimbursement arrangements among related entities, the process of identifying
items of revenue and expense that qualify for preferential tax treatment and segregation of foreign and domestic income and expense to avoid double taxation. In addition, we operate within multiple taxing jurisdictions and are subject to audits in
these jurisdictions. These audits can involve complex issues that may require an extended period of time for resolution. Although we believe that our estimates are reasonable, no assurance can be given that the final tax outcome of these matters
will not be different than that which is reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and profit in the period in which such determination is made. In
managements opinion, adequate provisions for income taxes have been made.
Deferred tax assets and liabilities are
determined for the effects of net operating losses and temporary differences between the book and tax bases of assets and liabilities, using tax rates projected to be in effect for the year in which the differences are expected to reverse. While we
have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing whether deferred tax assets can be recognised, there is no assurance that these deferred tax assets may be realisable. The extent to which
recognised deferred tax assets are not realisable could have a material adverse impact on our income tax provision and net income in the period in which such determination is made.
Note 14 to the consolidated financial statements outlines the basis for the deferred tax assets and liabilities and includes details of
the unrecognised deferred tax assets at year end. The Group derecognised deferred tax assets arising on unused tax losses except to the extent that there are sufficient taxable temporary differences relating to the same taxation authority and
the same taxable entity which will result in taxable amounts against which the unused tax losses can be utilized before they expire. The derecognition of these deferred tax assets was considered appropriate in light of the increased tax losses
caused by the restructuring and uncertainty over the timing of the utilization of the tax losses. Except for the derecognition of deferred tax assets there were no material changes in estimates used to calculate the income tax expense provision
during 2016, 2015 or 2014.
161
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
The
consolidated financial statements include the financial statements of Trinity Biotech plc and the following principal subsidiary undertakings:
|
|
|
|
|
|
|
|
|
|
|
Name and registered office
|
|
Principal activity
|
|
Principal Country of
incorporation and
operation
|
|
|
Group % holding
|
|
Trinity Biotech plc
IDA
Business Park, Bray
Co. Wicklow, Ireland
|
|
Investment and holding
company
|
|
|
Ireland
|
|
|
|
Holding
company
|
|
|
|
|
|
Trinity Biotech Manufacturing Limited
IDA Business Park, Bray
Co. Wicklow, Ireland
|
|
Manufacture and sale
of diagnostic test kits
|
|
|
Ireland
|
|
|
|
100
|
%
|
|
|
|
|
Trinity Research Limited
IDA
Business Park, Bray
Co. Wicklow, Ireland
|
|
Research and
development
|
|
|
Ireland
|
|
|
|
100
|
%
|
|
|
|
|
Benen Trading Limited
IDA
Business Park, Bray
Co. Wicklow, Ireland
|
|
Trading
|
|
|
Ireland
|
|
|
|
100
|
%
|
|
|
|
|
Trinity Biotech Manufacturing Services Limited
IDA Business Park, Bray
Co. Wicklow, Ireland
|
|
Dormant
|
|
|
Ireland
|
|
|
|
100
|
%
|
|
|
|
|
Trinity Biotech Luxembourg Sarl
1, rue Nicolas Simmer,
L-2538
Luxembourg
|
|
Investment and
provision of financial
services
|
|
|
Luxembourg
|
|
|
|
100
|
%
|
|
|
|
|
Trinity Biotech Inc
Girts
Road,
Jamestown,
NY 14702,
USA
|
|
Holding Company
|
|
|
U.S.A.
|
|
|
|
100
|
%
|
|
|
|
|
Clark Laboratories Inc
Trading
as Trinity Biotech (USA)
Girts Road, Jamestown
NY14702, USA
|
|
Manufacture and sale
of diagnostic test kits
|
|
|
U.S.A.
|
|
|
|
100
|
%
|
|
|
|
|
Mardx Diagnostics Inc
5919
Farnsworth Court
Carlsbad
CA 92008,
USA
|
|
Manufacture and sale
of diagnostic test kits
|
|
|
U.S.A.
|
|
|
|
100
|
%
|
|
|
|
|
Fitzgerald Industries International, Inc
2711 Centerville Road, Suite 400
Wilmington, New Castle
Delaware, 19808, USA
|
|
Management services
company
|
|
|
U.S.A.
|
|
|
|
100
|
%
|
|
|
|
|
Biopool US Inc (trading as Trinity Biotech Distribution)
Girts Road, Jamestown
NY14702,
USA
|
|
Sale of diagnostic test
kits
|
|
|
U.S.A.
|
|
|
|
100
|
%
|
|
|
|
|
Primus Corporation
4231 E
75
th
Terrace
Kansas City,
MO 64132, USA
|
|
Manufacture and sale
of diagnostic test kits
and instrumentation
|
|
|
U.S.A.
|
|
|
|
100
|
%
|
162
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016
32.
|
GROUP UNDERTAKINGS (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
Name and registered office
|
|
Principal activity
|
|
Principal Country of
incorporation and
operation
|
|
|
Group % holding
|
|
Phoenix
Bio-tech
Corp.
1166 South Service Road West
Oakville, ON L6L 5T7
Canada.
|
|
Manufacture and sale of
diagnostic test kits
|
|
|
Canada
|
|
|
|
100
|
%
|
|
|
|
|
Fiomi Diagnostics Holding AB
Dag Hammarskjöldsv 52A
SE-752
37 Uppsala
Sweden
|
|
Holding Company
|
|
|
Sweden
|
|
|
|
100
|
%
|
|
|
|
|
Fiomi Diagnostics AB
Dag
Hammarskjöldsv 52A
SE-752
37 Uppsala
Sweden
|
|
Formerly Research and
development. In the
process of being wound
down.
|
|
|
Sweden
|
|
|
|
100
|
%
|
|
|
|
|
Trinity Biotech Do Brasil
Rua
Claudio Soares
Sao Paulo
Brazil
|
|
Sale of diagnostic test
kits
|
|
|
Brazil
|
|
|
|
100
|
%
|
|
|
|
|
Trinity Biotech (UK) Ltd
184
Cambridge Science Park
Cambridge CB4 0GA
United Kingdom
|
|
Sales & marketing
activties
|
|
|
UK
|
|
|
|
100
|
%
|
|
|
|
|
Immco Diagnostics Inc
60
Pineview Drive
Buffalo
NY 14228,
USA
|
|
Manufacture and sale of
autoimmune products
and laboratory services
|
|
|
U.S.A.
|
|
|
|
100
|
%
|
|
|
|
|
Nova Century Scientific Inc
5022 South Service Road
Burlington
Ontario
Canada
|
|
Manufacture and sale of
autoimmune products
|
|
|
Canada
|
|
|
|
100
|
%
|
|
|
|
|
Trinity Biotech Investment Ltd
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
|
|
Investment and
provision of financial
services
|
|
|
Cayman Islands
(Incorporated
March 20, 2015
|
)
|
|
|
100
|
%
|
33.
|
AUTHORISATION FOR ISSUE
|
These
Group consolidated financial statements were authorised for issue by the Board of Directors on April 24, 2017.
163