Annual Report 2022 | |
Page | |
Supervisory Board Report | |
Management Report | |
Corporate Governance Report | |
Environmental, Social and Governance Report | |
Remuneration Report | |
Responsibility Statement of the Managing Board | |
Consolidated Financial Statements QIAGEN N.V. and Subsidiaries | |
Consolidated Balance Sheets | |
Consolidated Income Statements | |
Consolidated Statements of Comprehensive Income | |
Consolidated Statements of Cash Flows | |
Consolidated Statements of Changes in Equity | |
Notes to the Consolidated Financial Statements | |
Company Financial Statements of QIAGEN N.V. | |
Company Balance Sheets | |
Company Income Statements | |
Company Statements of Changes in Equity | |
Notes to the Company Financial Statements | |
Other Information |
Lawrence A. Rosen (Chair) | Dr. Metin Colpan | Thomas Ebeling | Dr. Toralf Haag | Prof. Dr. Ross Levine | Prof. Dr. Elaine Mardis | Dr. Eva Pisa | Elizabeth E. Tallett | |||||||||
Age | 65 | 68 | 63 | 56 | 51 | 60 | 68 | 73 | ||||||||
Gender | Male | Male | Male | Male | Male | Female | Female | Female | ||||||||
Nationality | U.S. | German | Swiss / German | German | U.S. | U.S. | Swedish / Swiss | U.S. / British | ||||||||
Date of initial appointment* | 2013 | 2004 | 2021 | 2021 | 2016 | 2014 | 2022 | 2011 |
Key competencies | Lawrence A. Rosen (Chair) | Dr. Metin Colpan | Thomas Ebeling | Dr. Toralf Haag | Prof. Dr. Ross L. Levine | Prof. Dr. Elaine Mardis | Dr. Eva Pisa | Elizabeth E. Tallett | ||||||||
Required | ||||||||||||||||
Integrity | • | • | • | • | • | • | • | • | ||||||||
Ethics | • | • | • | • | • | • | • | • | ||||||||
Health | • | • | • | • | • | • | • | • | ||||||||
English language skills | • | • | • | • | • | • | • | • | ||||||||
Experience | • | • | • | • | • | • | • | • | ||||||||
Recommended | ||||||||||||||||
U.S. background | • | • | • | • | ||||||||||||
Entrepreneur | • | • | • | • | • | |||||||||||
Corporate management multinational | • | • | • | • | • | • | ||||||||||
Currently full-time employed / active | • | • | • | |||||||||||||
Public reputation | • | • | • | • | • | • | • | • | ||||||||
Academic research | • | • | • | |||||||||||||
Industrial research | • | |||||||||||||||
Diagnostics markets | • | • | • | • | ||||||||||||
Capital markets | • | • | • | • | • | |||||||||||
Financial management | • | • | • | |||||||||||||
M&A, business development | • | • | • | • | • | • | ||||||||||
Commercial operations | • | • | • | • | • | |||||||||||
Public management (e.g., universities) | • | • | • | |||||||||||||
Regulatory / operations | • | • | • | • | • |
Supervisory Board Member | Audit Committee | Compensation & Human Resources Committee | Nomination & ESG Committee | Science & Technology Committee | ||||
Lawrence A. Rosen | • | • | • (Chair) | |||||
Dr. Metin Colpan | • | • (Chair) | ||||||
Thomas Ebeling | • | |||||||
Dr. Toralf Haag | • (Chair) | |||||||
Dr. Ross L. Levine | • | |||||||
Dr. Elaine Mardis | • | • | ||||||
Dr. Eva Pisa | • | |||||||
Elizabeth E. Tallett | • | • (Chair) | • |
Meeting Attendance | ||||||||||
Supervisory Board | Audit Committee | Compensation & Human Resources Committee | Nomination & ESG Committee | Science & Technology Committee | ||||||
Lawrence A. Rosen | 7/7 | 6/7 | 4/4 | 5/5 (Chair) | ||||||
Dr. Metin Colpan | 7/7 | 4/5 | 4/4 (Chair) | |||||||
Thomas Ebeling | 7/7 | 5/5 | ||||||||
Dr. Toralf Haag | 7/7 | 7/7 (Chair) | ||||||||
Dr. Ross L. Levine | 7/7 | 4/4 | ||||||||
Dr. Elaine Mardis | 7/7 | 4/4 | 4/4 | |||||||
Dr. Eva Pisa(1) | 4/4 | 2/2 | ||||||||
Elizabeth E. Tallett | 7/7 | 7/7 | 4/4 (Chair) | 5/5 | ||||||
Sample technologies | Selected QIAGEN brands | ||
Primary sample technology consumables | |||
•Nucleic stabilization and purification kits designed for primary sample materials (DNA, RNA), manual and automated processing for genotyping, gene expression, viral and bacterial analysis •Mainly based on silica membrane and magnetic bead technologies | •QIAamp •PAXgene •AllPrep | •DNeasy •AdnaTest •QIAprep& | •RNeasy •MagAttract |
Secondary sample technology consumables | |||
•Kits and components for purification of nucleic acids from secondary sample materials (e.g., gel, plasmid DNA) | •QIAprep •QIAGEN Plasmid •HiSpeed | •QIAquick •QIAfilter •EndoFree | •DyeEx •R.E.A.L. |
Sample technology instruments | |||
•Instruments for nucleic acid purification, quality control and accessories | •QIAsymphony •EZ1 •TissueLyser | •QIAcube Connect •QIAxpert | •QIAcube HT •QIAxcel |
Diagnostic solutions | Selected QIAGEN brands | ||
Immune response consumables | |||
•Interferon-Gamma Release Assay (IGRA) for TB testing •Assays for post-transplant testing and viral load monitoring | •QuantiFERON | •QIAreach | |
Oncology and Sexual & Reproductive health consumables | |||
•Assays for analysis of genomic variants such as mutations, insertions, deletions and fusions •Assays for prenatal testing and detection of sexually transmitted diseases and HPV | •Therascreen •AmniSure / PartoSure | •Ipsogen | •digene HC2 |
Sample to Insight instruments | |||
•One-step molecular analysis of hard-to-diagnose syndromes •Fully integrated PCR testing | •QIAstat-Dx | •NeuMoDx | |
PCR/Nucleic acid amplification | Selected QIAGEN brands | ||
Research PCR consumables | |||
•Different generations of PCR, quantitative PCR, reverse transcription and combinations (RT-PCR) kits for analysis of gene expression, genotyping and gene regulation, running on QIAGEN or third-party instruments and technologies | •QuantiTect •OneStep RT-PCR •Type-it •OmniScript | •QuantiFast •QIAGEN Multiplex •miRCURY •miScript | •QuantiNova •HotStarTaq •TopTaq |
Human ID / Forensics assay consumables | |||
•STR assays for Human ID, additional assays for food contamination | •Investigator (human ID / forensics) | •mericon (food safety) | |
PCR instruments | |||
•Digital PCR solutions | •QIAcuity •Rotor-Gene Q | •QIAquant •QIAgility | •QIAamplifier 96 |
OEM consumables | |||
•Custom-developed and configured enzymes and PCR solutions that are sold to OEM customers | •Provided on an individualized contract basis | ||
Genomics / NGS | Selected QIAGEN brands | ||
Universal NGS consumables | |||
•Predefined and custom NGS gene panels (DNA, RNA), library prep kits and components, whole genome amplification, etc. | •QIAseq | •REPLI-g Epitect | |
QIAGEN Digital Insights solutions | |||
•Bioinformatics solutions analyze and interpret data to deliver actionable insights from NGS. This includes freestanding software or cloud-based solutions and is also integrated into many QIAGEN consumables and instruments | •QIAGEN Clinical Insight •N-of-One •Ingenuity Variant Analysis | •CLC Genomics Workbench •OmicSoft •Ingenuity Pathway Analysis | •QIAGEN Knowledge Base •HGMD |
Custom laboratory and genomic services | |||
•Custom services such as DNA sequencing, whole genome amplification, and non-cGMP DNA production | •Provided on an individualized contract basis | ||
Net Sales (in millions) | 2022 | 2021 | 2020 | |||
Consumables and related revenues | $1,890.4 | $1,986.3 | $1,615.4 | |||
Instrumentation | 252.6 | 265.3 | 254.9 | |||
Total | $2,143.0 | $2,251.7 | $1,870.3 |
Net Sales (in millions) | 2022 | 2021 | 2020 | |||
United States | $909.6 | $909.7 | $728.6 | |||
Other Americas | 88.2 | 97.7 | 96.9 | |||
Total Americas | 997.8 | 1,007.4 | 825.5 | |||
Europe, Middle East and Africa | 734.9 | 814.4 | 682.3 | |||
Asia Pacific, Japan and Rest of World | 410.3 | 429.9 | 362.6 | |||
Total | $2,143.0 | $2,251.7 | $1,870.3 |
Location | Country | Purpose | Owned or Leased | Square feet | ||||
Hilden | Germany | Manufacturing, warehousing, distribution, research and development, and administration | Owned | 983,000 | ||||
Germantown, Maryland | U.S. | Manufacturing, warehousing, distribution, and administration | Owned | 285,000 | ||||
Shenzhen | China | Development, manufacturing, warehousing, distribution, and administration | Leased | 102,150 | ||||
Manchester | U.K. | Development and Service Solutions | Leased | 96,300 | ||||
Ann Arbor, Michigan | U.S. | Manufacturing, warehousing, distribution, and administration | Leased | 81,000 | ||||
Wroclaw | Poland | Business service center | Leased | 65,100 | ||||
Beverly, Massachusetts | U.S. | Enzyme manufacturing | Leased | 44,000 | ||||
Frederick, Maryland | U.S. | Manufacturing, warehousing, distribution, and development | Leased | 42,000 | ||||
Barcelona | Spain | Development, manufacturing, warehousing, distribution, and administration | Leased | 31,900 | ||||
Manila | Philippines | Business service center | Leased | 29,300 | ||||
Shanghai | China | Service Solutions and administration | Leased | 28,400 | ||||
Ann Arbor, Michigan | U.S. | Service Solutions, warehousing, and administration | Leased | 28,000 | ||||
Gdańsk | Poland | Enzyme manufacturing, development, warehousing, and administration | Leased | 19,000 | ||||
Germantown, Maryland | U.S. | Service Solutions and training center | Leased | 13,500 | ||||
Redwood City, California | U.S. | Bioinformatics | Leased | 12,700 |
(in millions) | 2022 | 2021 | ||||||||
Product type | Net sales | % of net sales | Net sales | % of net sales | % change | |||||
Consumables and related revenues | $1,890.4 | 88% | $1,986.3 | 88% | -5% | |||||
Instruments | 252.6 | 12% | 265.3 | 12% | -5% | |||||
Net Sales | $2,143.0 | $2,251.7 | -5% | |||||||
Customer class | ||||||||||
Molecular Diagnostics | $1,127.7 | 53% | $1,143.7 | 51% | -1% | |||||
Life Sciences | 1,015.3 | 47% | 1,108.0 | 49% | -8% | |||||
Net Sales | $2,143.0 | $2,251.7 | -5% | |||||||
(in millions) | 2022 | 2021 | ||||||||
Product group | Net sales | % of net sales | Net sales | % of net sales | % change | |||||
Sample technologies | $798.4 | 37% | $850.6 | 38% | -6% | |||||
Diagnostic solutions | 660.9 | 31% | 638.8 | 28% | +3% | |||||
PCR / Nucleic acid amplification | 390.8 | 18% | 434.0 | 19% | -10% | |||||
Genomics / NGS | 224.8 | 10% | 245.1 | 11% | -8% | |||||
Other | 68.1 | 3% | 83.2 | 4% | -18% | |||||
Net Sales | $2,143.0 | $2,251.7 | -5% | |||||||
Geographic region (in millions) | 2022 | 2021 | % change | |||
Americas | $997.8 | $1,007.4 | -1% | |||
Europe, Middle East and Africa | 734.9 | 814.4 | -10% | |||
Asia Pacific, Japan and Rest of World | 410.3 | 429.9 | -5% | |||
Net Sales | $2,143.0 | $2,251.7 | -5% |
(in millions) | 2022 | 2021 | % change | |||
Gross Profit | $1,376.2 | $1,446.5 | -5% | |||
Gross Margin | 64.2% | 64.2% |
2022 | 2021 | |||||||||
(in millions) | Expenses | % of net sales | Expenses | % of net sales | % change | |||||
Research and development | ($181.0) | 8.4% | ($180.7) | 8.0% | —% | |||||
Sales and marketing | (488.7) | 22.8% | (474.7) | 21.1% | +3% | |||||
General and administrative | (128.3) | 6.0% | (126.2) | 5.6% | +2% | |||||
Restructuring, acquisition, integration and other, net | (44.8) | 2.1% | (29.5) | 1.3% | +52% | |||||
Other operating income | 0.3 | —% | 0.6 | —% | -51% | |||||
Other operating expense | (0.4) | —% | (0.3) | —% | +41% | |||||
Total operating expenses | ($842.9) | 39.3% | ($810.8) | 36.0% | ||||||
Income from operations | $533.3 | 24.9% | $635.7 | 28.2% | ||||||
(in millions) | 2022 | 2021 | % change | |||
Financial income | $33.2 | $9.6 | +248% | |||
Financial expense | (60.1) | (56.5) | +6% | |||
Non-monetary loss, net | (5.4) | — | ||||
Other financial results | 165.6 | 62.4 | +166% | |||
Total finance expense, net | $133.3 | $15.4 | +765% |
(in millions) | 2022 | 2021 | % change | |||
Income before income taxes | $666.6 | $651.1 | +2% | |||
Income taxes | $(91.0) | $(114.0) | -20% | |||
Net income | $575.7 | $537.1 | ||||
Effective tax rate | 13.6% | 17.5% |
(in millions) | 2022 | 2021 | ||
Cash and cash equivalents | $730.3 | $879.9 | ||
Current financial assets | 687.6 | 184.8 | ||
Total cash and cash equivalents and current financial assets | $1,417.9 | $1,064.7 | ||
Working capital | $1,339.8 | $447.3 |
(in millions) | 2022 | 2021 | ||
Net cash provided by operating activities | $751.1 | $676.0 | ||
Net cash used in investing activities | ($735.6) | ($211.7) | ||
Net cash used in financing activities | ($152.6) | ($177.8) | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | ($12.5) | ($3.6) | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | ($149.6) | $282.9 |
2022 | 2021 | |||
Americas | 1,370 | 1,384 | ||
Europe, Middle East & Africa | 3,558 | 3,389 | ||
Asia Pacific, Japan and Rest of World | 1,250 | 1,255 | ||
Total | 6,178 | 6,028 | ||
2022 | 2021 | |||
Production | 29% | 30% | ||
Research & Development | 17% | 16% | ||
Sales | 37% | 37% | ||
Marketing | 6% | 6% | ||
Administration | 11% | 11% | ||
Total | 100% | 100% |
Risk Types | |
Base Business Risk | |
•Identification and monitoring of competitive business threats •Monitoring complexity of product portfolio •Monitoring dependence on key customers for single product groups •Reviewing dependence on individual production sites or suppliers •Evaluating purchasing initiatives, price controls and changes to reimbursements •Monitoring production risks, including contamination prevention and high-quality product assurance •Ensuring our ability to defend against intellectual property infringements and maintain competitive advantage after expiration | |
Business Growth Risk | |
•Managing the development and successful completion of key R&D projects •Managing successful integration of acquisitions to achieve anticipated benefits | |
Underlying Business Risk | |
•Evaluating financial risks, including global economic risks and currency rate fluctuations against the U.S. dollar (our reporting currency) •Evaluating and monitoring international hostilities •Monitoring financial reporting risks, including multi-jurisdiction tax compliance •Reviewing possible asset impairment events •Assessing cyber security, compliance and legal risks, including safety in operations and environmental hazard risks, compliance with various regulatory bodies and pending product approvals •Monitoring risks of FCPA (Foreign Corrupt Practices Act) or antitrust concerns arising from a network of subsidiaries and distributors in foreign countries | |
Shares Beneficially Owned | ||||||
Name and Country of Residence | Number | Percent Ownership (1) | ||||
BlackRock, Inc., United States and United Kingdom | 31,387,626 | (2) | 13.78% | |||
Massachusetts Financial Services Company, United States and Canada | 20,855,701 | (3) | 9.16% | |||
Thierry Bernard | |
Chief Executive Officer | |
Gender: Male | |
Roland Sackers | |
Chief Financial Officer | |
Gender: Male | |
Key competencies | Lawrence A. Rosen (Chair) | Dr. Metin Colpan | Thomas Ebeling | Dr. Toralf Haag | Prof. Dr. Ross L. Levine | Prof. Dr. Elaine Mardis | Dr. Eva Pisa | Elizabeth E. Tallett | ||||||||
Required | ||||||||||||||||
Integrity | • | • | • | • | • | • | • | • | ||||||||
Ethics | • | • | • | • | • | • | • | • | ||||||||
Health | • | • | • | • | • | • | • | • | ||||||||
English language skills | • | • | • | • | • | • | • | • | ||||||||
Experience | • | • | • | • | • | • | • | • | ||||||||
Recommended | ||||||||||||||||
U.S. background | • | • | • | • | ||||||||||||
Entrepreneur | • | • | • | • | • | |||||||||||
Corporate management multinational | • | • | • | • | • | • | ||||||||||
Currently full-time employed / active | • | • | • | |||||||||||||
Public reputation | • | • | • | • | • | • | • | • | ||||||||
Academic research | • | • | • | |||||||||||||
Industrial research | • | |||||||||||||||
Diagnostics markets | • | • | • | • | ||||||||||||
Capital markets | • | • | • | • | • | |||||||||||
Financial management | • | • | • | |||||||||||||
M&A, business development | • | • | • | • | • | • | ||||||||||
Commercial operations | • | • | • | • | • | |||||||||||
Public management (e.g., universities) | • | • | • | |||||||||||||
Regulatory / operations | • | • | • | • | • |
Lawrence A. Rosen | |
Committees: Audit, Nomination & ESG (Chair), Compensation & Human Resources | |
Gender: Male | |
Dr. Metin Colpan | |
Committees: Science & Technology (Chair), Nomination & ESG | |
Gender: Male | |
Thomas Ebeling | |
Committee: Nomination & ESG | |
Gender: Male | |
Dr. Toralf Haag | |
Committee: Audit (Chair and Financial Expert) | |
Gender: Male | |
Prof. Dr. Ross L. Levine | |
Committee: Science & Technology | |
Gender: Male | |
Prof. Dr. Elaine Mardis | |
Committees: Compensation & Human Resources, Science & Technology | |
Gender: Female | |
Dr. Eva Pisa | |
Committees: Compensation & Human Resources | |
Gender: Female | |
Elizabeth E. Tallett | |
Committees: Audit, Compensation & Human Resources (Chair), Nomination & ESG | |
Gender: Female | |
Stakeholder group | Formats of engagement | Topics we engage on | ||
Employees | ESG and employee trainings, regular one-on-one review sessions, 180° feedback process, surveys (e.g., sustainability, diversity & inclusion) | Health & safety, culture, inclusion & diversity, innovation, employee development, company strategy and organizational topics | ||
Customers | Surveys (e.g., on sustainability, customer satisfaction), web chat, service portal with 24/7 follow-up, conferences, trade fairs, bilateral engagement, production tours, VIP days in our facilities, questionnaires (e.g., EcoVadis) | ESG strategy and targets, decarbonization, minimizing plastics, quality, and product safety | ||
Shareholders and the financial community | Quarterly reports and quarterly earnings calls, Annual Report, live broadcast of all parts of the Annual General Meeting with access to appointed proxies in advance of the meeting, regular roadshows and calls, investor relations website | ESG strategy and targets, access to healthcare, and corporate governance topics | ||
Suppliers | Strategic reviews, supplier days, workshops, bilateral engagement, initiatives, video conferences including employees | Sustainability performance, quality and product safety, responsible sourcing standards | ||
General society and local communities | Industry-specific forums and conferences, proactive communication with local and national press, local engagement, engagement in more than 50 joint healthcare projects in more than 30 countries. | Access to healthcare, business support | ||
Banks and financial institutions | Mandatory reporting and information (e.g., Annual Report, non-financial reporting), bilateral meetings | Sustainability performance, ESG-linked financing |
Mission | Topic | Connection to European Sustainability Reporting Standards (ESRS) | Possible opportunities (selection) | Possible risks (selection) | ||||
Environmental responsibility | Reduce, recycle and replace plastic | E5: Resource Use and Circular Economy | Improved reputation and increasing revenue opportunities due to higher demand for products without plastic. | Loss of revenue due to reputational loss and de-listing as supplier if other suppliers can deliver with less plastic. | ||||
Minimize Carbon Footprint | E1: Climate Change | Secure and stable energy supply due to regenerative energy sources and sustainable contract conditions as well as protection of the climate and of ecosystems. | Increasing costs due to regulations and dependencies on third parties as well as decreasing revenue due to reputational loss. | |||||
Invest in people | Occupational Health & Safety | S1: Own Workforce | Good employee health leads to increased efficiency, a higher external recognition and less insurance and litigation costs. | Staff absenteeism due to illness leads to production stops or delays, and reputation loss. | ||||
Diversity & Inclusion | S1: Own Workforce | Increased level of creativity as well as high employee motivation and satisfaction which has a positive impact on innovation potential, reputation and market development. | Increased costs and decreased revenue due to high employee attrition, drop in job performance and lower productivity. | |||||
Employee Attraction & Development | S1: Own Workforce | Being an attractive Employer Brand leads to attraction of highly skilled workers and increased revenue due to higher efficiency and skill level. | Higher costs and less revenue due to less qualified staff, repetitive recruitment and trainings and less productivity and innovation. | |||||
Serving society | Access to Healthcare | Improved health and well-being of populations in line with UN SDG goals and higher revenue due to ESG Ratings and good reputation. | Lower revenue due to loss in market position, low reputation and employee retention. | |||||
Customer Satisfaction | S4: Consumers and End-Users | Increasing customer loyalty leads to financial success and allows for innovation and business extension. | Decreasing revenue due to decreasing customer loyalty and trust, lower standing and less access to talented workforce. | |||||
Quality and Product Safety | S4: Consumers and End-Users | Contribution to global health and increased revenue due to brand image and positive recognition by our customers. | Increased costs and loss of revenue due to regulatory requirements and decreased trustworthiness. | |||||
Business with integrity | Anti-Corruption and Anti-Trust | G1: Business Conduct | Good governance simplifies access to capital from banks and investors and stabilizes revenue due to a good reputation as a business partner. | Negative impact on workers, decreasing revenue and increased costs due to fines and penalties, loss of reputation and drop out of suppliers. | ||||
Governance, Risk and Controls | G1: Business Conduct | Effective decision making due to diverse management composition. | Increased costs and loss of capital due to reputational damage and compliance issues. | |||||
Data and Cyber Security | S1: Own Workforce S4: Consumers and End-Users | Higher revenue due to resilient products and establishing high confidence as a quality leader, protection of (sensitive) data. | Loss of revenue due to disruptive cyber events and loss of crucial data, market share and legal fines. |
Environment | Social | Governance | ||
Climate •329,524 tCO2e total carbon footprint for Scope 1, 2 (market based) and 3 •94,005 MWh total energy consumption •100% renewable electricity for main production sites in Hilden and Germantown •Climate target validated by SBTi •Member of We Mean Business Coalition 1.5°C •Member of UN Race to Zero Water •Freshwater use reduced by 10% •4,438 m3 in areas with high or very high water stress level Waste •16.5% plastic footprint reduction in 2022 compared to 2021 •63% less plastic and 42% less cardboard used for each kit in QIAwave product line •Non-hazardous waste reduced by 21% Product life cycle assessment •LCAs for best-selling product in accordance with ISO 14040/14044 Reporting •GRI Standards •Sustainability Accounting Standards Board (SASB) •UN Global Compact | Access to healthcare •Appointment of the Vice President for Global Public Health •Production scale-up to meet the demand for COVID-19 tests •More than 100 million QuantiFERON tests for tuberculosis have been made available in more than 130 countries to date •More than 100 million women screened for HPV with a QIAGEN test Attractive employer •6,178 employees, 14.1% turnover •9.6% turnover at Management level •Top Employer Certificate in Germany, Poland, and China Diversity and inclusion •Diversity & Inclusion program driven by ECEO and D&I ambassadors •Perfect score of 100% on the 2022 HRC CEI •UN Standards of Conduct signatory •35% of women in leadership roles at year-end 2022 •Listed in 2022 and 2023 Bloomberg Gender Equality Index •UN Women's Empowerment Principles signatory Health and safety •0.83 DART rate (per 100 employees) •1.18 recordable incident rate •47 work-related injuries •0 work-related fatalities | Human rights •Human Rights Policy provides guidance for our relationship with customers, product use, employees, and in our supply chain Ethics in R&D •Global procedures for clinical studies in place (Declaration of Helsinki, GCP, ISO 20916) Compliance •More than 15,000 online training modules completed Data security •Processes are based on the ISO 27001 •No material cyber incidents Income tax •$98.6 million income tax paid ($102.1 million in 2021) Quality and product safety •94.5/100 Customer Experience Indicator •0.09% of products affected from a total number of 6 recalls Sustainable supply chain management •Approximately 6,500 suppliers in over 70 countries •95% of purchasing volume sourced from OECD countries •Conflict mineral inquiries for all direct suppliers |
Environmental Indicators | 2022 | Indicators 2022 | 2021 | Indicators 2021 | 2020 | Indicators 2020 | |||||||||
Energy (in MWh) | 94,005 | 0.0439 | MWh/NS | 88,087 | 0.0391 | MWh/NS | 84,586 | 0.0452 | MWh/NS | ||||||
GHG emissions Scope 1 + 2 (in tCO2; location-based) | 30,399 | 0.0142 | t/NS | 30,240 | 0.0134 | t/NS | 29,441 | 0.0157 | t/NS | ||||||
Freshwater use (in m3) | 118,551 | 55.32 | l/NS | 131,870 | 58.57 | l/NS | 120,051 | 64.19 | l/NS | ||||||
Non-hazardous waste (in t) | 1,932 | 0.902 | kg/NS | 2,434 | 1.081 | kg/NS | 2,490 | 1.331 | kg/NS | ||||||
Hazardous waste (in t) | 1,550 | 0.723 | kg/NS | 1,534 | 0.681 | kg/NS | 507 | 0.271 | kg/NS | ||||||
Non-hazardous waste recycled (in t) | 648 | 0.302 | kg/NS | n/a | n/a | ||||||||||
Hazardous waste recycled (in t) | 12 | 0.006 | kg/NS | n/a | n/a | ||||||||||
Emission category (in tCO2e) | 2022 | 2021 | Change in tCO2e 2021 to 2022 | Change in % 2021 to 2022 | ||||
Scope 1: Direct emissions | 13,730 | 11,054 | 2,676 | 24.2% | ||||
Scope 2: Indirect emissions | 2,882 | 9,822 | (6,940) | -70.7% | ||||
Total Scope 1 and 2 (market based) | 16,612 | 20,876 | (4,264) | -20.4% | ||||
Scope 3.1: Purchased goods | 234,189 | 288,179 | (53,990) | -18.7% | ||||
Scope 3.3: Energy related activities | 4,104 | 4,011 | 93 | +2.3% | ||||
Scope 3.4: Transportation and distribution | 36,420 | 33,062 | 3,358 | +10.2% | ||||
Scope 3.5: Waste in operations | 6,493 | 6,097 | 396 | +6.5% | ||||
Scope 3.6: Business travel | 10,621 | 8,472 | 2,149 | +25.4% | ||||
Scope 3.7: Employee commuting | 8,092 | 7,165 | 927 | +12.9% | ||||
Scope 3.11: Use phase of sold products | 1,552 | 1,475 | 77 | +5.2% | ||||
Scope 3.12: End of life | 11,441 | 11,481 | (40) | -0.3% | ||||
Total Scope 3 | 312,912 | 359,942 | (47,030) | -13.1% | ||||
Total Emissions | 329,524 | 380,818 | (51,294) | -13.5% |
Energy consumption by source (in kWh) | 2022 | 2021 | 2020 | |||
Natural gas | 37,367,870 | 35,254,698 | 33,854,835 | |||
Petrol | 13,682,304 | 10,632,676 | 7,908,050 | |||
Diesel | 4,169,284 | 3,833,095 | 3,771,816 | |||
Liquefied Petroleum Gas (LPG) | 482 | 435 | 361 | |||
Electricity procurement from conventional tariffs | 10,300,270 | 22,587,904 | 38,551,191 | |||
Electricity procurement from green tariffs | 25,707,203 | 14,507,701 | 136,970 | |||
Consumption from district heating, district cooling and steam | 2,777,584 | 1,270,813 | 362,748 | |||
Total energy consumption (including green energy) | 94,004,997 | 88,087,322 | 84,585,971 |
Water Consumption by Water Stress Level (in megaliters) | 2022 | 2021 | ||
Low | 101,749 | 105,855 | ||
Low-medium | 3,497 | 14,444 | ||
Medium-high | 8,867 | 6,200 | ||
High | 2,826 | 3,455 | ||
Extremely high | 1,612 | 1,916 | ||
Total water consumption | 118,551 | 131,870 |
2022 | 2021 | |||||||||||||||
Employees by Region | Female | Male | Total | Percentage | Female | Male | Total | Percentage | ||||||||
EMEA | 1,863 | 1,695 | 3,558 | 57.6% | 1,735 | 1,654 | 3,389 | 56.2% | ||||||||
Americas | 610 | 760 | 1,370 | 22.2% | 612 | 772 | 1,384 | 23.0% | ||||||||
APAC | 632 | 618 | 1,250 | 20.2% | 610 | 645 | 1,255 | 20.8% | ||||||||
Total employees | 3,105 | 3,073 | 6,178 | 100.0% | 2,957 | 3,071 | 6,028 | 100.0% | ||||||||
50.3% | 49.7% | 49.1% | 50.9% | |||||||||||||
2022 | 2021 | |||||||
Employees by age, gender and management roles | Female | Male | Female | Male | ||||
Under 30 years old | 584 | 395 | 456 | 340 | ||||
30 to 50 years old | 2,063 | 1,984 | 2,015 | 2,014 | ||||
Over 50 years old | 458 | 694 | 486 | 717 | ||||
3,105 | 3,073 | 2,957 | 3,071 | |||||
Employees in management roles | 226 | 425 | 211 | 412 | ||||
2022 Employees by contract | ||||||||
Total | Percentage | Total | Percentage | |||||
Full-time employees | 5,903 | 95.5% | 5,612 | 93.1% | ||||
Part-time employees | 275 | 4.5% | 416 | 6.9% | ||||
Total employees | 6,178 | 100.0% | 6,028 | 100.0% | ||||
2022 | 2021 | |||||||
Turnover | Headcount | Voluntary Turnover | Headcount | Voluntary Turnover | ||||
Overall turnover | 6,178 | 14.1% | 6,028 | 11.1% | ||||
Management turnover | 651 | 9.6% | 623 | 7.7% | ||||
Safety Indicators (employees and contractors) | 2022 | 2021 | ||
Total recordable incident rate | 1.18 | 0.97 | ||
Lost time case rate (excludes restricted and transferred work) | 0.75 | 0.80 | ||
Number of near misses | 93 | 81 |
DART rate for key facilities (employees and contractors) | 2022 | 2021 | ||
Total number of calculated work hours(1) | 7,987,934 | 8,263,028 | ||
Total number of recordable work-related cases | 47 | 40 | ||
Total number of recordable work-related cases that caused days away, restricted or transferred encountered | 33 | 35 | ||
DART (per 100 employees) | 0.83 | 0.85 |
Reportable Incidents and Lost Workdays for All | Total Recordable Incidents(1) | Days Lost due to Injuries | ||||||
2022 | 2021 | 2022 | 2021 | |||||
Total average headcount per month at key manufacturing sites | 3,929 | 3,815 | 3,929 | 3,815 | ||||
EMEA | 39 | 30 | 275 | 471 | ||||
Americas | 6 | 9 | 38 | 146 | ||||
APAC | 2 | 1 | 0 | 0 | ||||
Safety indicators for full-time employees and temporary workers vs. contractors | Full-time employees and temporary workers | Contractors | ||||||
2022 | 2021(1) | 2022 | 2021(1) | |||||
Number of hours worked | 7,286,205 | 7,332,668 | 701,729 | 930,360 | ||||
Number of work-related fatalities | 0 | 0 | 0 | 0 | ||||
Number of work-related injuries including first aid cases | 163 | 134 | 22 | 26 | ||||
Rate of work-related injuries including first aid cases | 4.47 | 3.65 | 6.27 | 5.59 | ||||
Number of recordable work-related cases(2) | 39 | 26 | 8 | 14 | ||||
Recordable incident rate(2) | 1.07 | 0.71 | 2.28 | 3.01 | ||||
Main types of work-related injuries and illnesses | Slipping, tripping, falling, misbehavior, unsafe working procedures | Slipping, tripping, falling, unsafe equipment, misbehavior, unsafe working procedures | Misbehavior, unsafe acts by people | Slipping, tripping, falling, unsafe equipment | ||||
Recalls and Affected Products | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||
Number of recalls | 6 | 6 | 6 | 3 | 4 | 0 | 3 | 1 | ||||||||
Percentage of affected products | 0.09% | 0.08% | 0.14% | 0.15% | 0.09% | 0.00% | 0.21% | 0.02% |
2022 | 2021 | |||||||||||||||
in thousands, except headcount | EMEA | Americas | APAC | Total | EMEA | Americas | APAC | Total | ||||||||
Headcount | 3,556 | 1,372 | 1,250 | 6,178 | 3,343 | 1,433 | 1,252 | 6,028 | ||||||||
Income tax paid | 64,085 | 28,326 | 6,154 | 98,565 | 22,170 | 75,108 | 4,805 | 102,083 | ||||||||
Related party revenues | 2,239,637 | 827,477 | 28,534 | 3,095,648 | 2,133,257 | 874,037 | 221,178 | 3,228,472 | ||||||||
Profit before income tax for CbCR | 234,848 | 240,534 | 21,930 | 497,312 | 260,302 | 372,301 | 12,432 | 645,035 | ||||||||
Tangible assets | 798,317 | 344,754 | 86,125 | 1,229,196 | 762,676 | 344,916 | 97,433 | 1,205,025 | ||||||||
Region of origin of suppliers | 2022 | 2021 | ||
Europe | 58% | 47% | ||
Asia | 8% | 25% | ||
North America | 27% | 21% | ||
South America | 4% | 4% | ||
Australia | 2% | 2% | ||
Africa | 1% | 1% | ||
Total | 100% | 100% |
Turnover (in thousands) | Absolute Turnover | Proportion of Turnover | ||
A. Taxonomy-eligible activities | ||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) | ||||
- Turnover Taxonomy-eligible activities | $0 | 0% | ||
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) | ||||
- Turnover not Taxonomy-eligible activities | $0 | 0% | ||
Total (A.1 + A.2) | $0 | 0% | ||
B. Taxonomy-non-eligible activities | ||||
- Turnover Taxonomy-non-eligible activities | $2,143.0 | 100% | ||
Total A + B | $2,143.0 | 100% |
CapEx (in thousands) | Absolute CapEx | Proportion of CapEx | ||
A. Taxonomy-eligible activities | ||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) | ||||
- CapEx Taxonomy-eligible activities | $0 | 0% | ||
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) | ||||
- Activity 6.5 Transport by motorbikes, passenger cars and light commercial vehicles | $5,597.4 | 3.2% | ||
- Activity 7.1 Construction of new buildings | $5,986.3 | 3.4% | ||
- Activity 7.2 Renovation of existing buildings | $4,891.5 | 2.8% | ||
- Activity 7.3 Installation, maintenance and repair of energy efficiency equipment | $1,139.4 | 0.7% | ||
Total (A.1 + A.2) | $17,614.6 | 10.1% | ||
B. Taxonomy-non-eligible activities | ||||
- CapEx Taxonomy-non-eligible activities | $156,869.4 | 89.9% | ||
Total A + B | $174,484.0 | 100.0% |
OpEx (in thousands) | Absolute OpEx | Proportion of OpEx | ||
A. Taxonomy-eligible activities | ||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) | ||||
- OpEx Taxonomy-eligible activities | $0 | 0% | ||
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) | ||||
- OpEx not Taxonomy-eligible activities | $0 | 0% | ||
Total (A.1 + A.2) | $0 | 0% | ||
B. Taxonomy-non-eligible activities | ||||
- OpEx Taxonomy-non-eligible activities | $11,967.8 | 100% | ||
Total A + B | $11,967.8 | 100% |
Simple and transparent | Remuneration schemes are clear and practical | |
Compliant | Remuneration conforms to high governance standards | |
Aligned | Remuneration is true to our mission, vision and strategy, ensures internal pay consistency | |
Competitive | Remuneration is competitive and benchmarked to relevant peers | |
Performance-driven | Major portion of remuneration value is at risk | |
Long-term focus | Share-based incentives focused on sustainable long-term value creation |
Europe | United States | |||||||
BioMerieux SA | Merck KGaA | Agilent Technologies, Inc. | Charles River Laboratories International, Inc. | Illumina, Inc. | ||||
Carl Zeiss Meditec AG | Sartorius AG | Avantor, Inc. | EXACT Sciences Corporation | PerkinElmer, Inc. | ||||
DiaSorin S.p.A. | Tecan Group AG | Bio-Rad Laboratories, Inc. | Hologic, Inc. | Waters Corporation | ||||
Eurofins Scientific SE | Bruker Corporation | IDEXX Laboratories, Inc. | ||||||
Thierry Bernard | Pay mix at target performance | Pay mix at maximum performance |
Roland Sackers | Pay mix at target performance | Pay mix at maximum performance |
Fixed remuneration | Base salary •Below market practice to allow for a higher share of long-term variable share-based compensation | |
Deferred compensation and other benefits •Below market practice | ||
Variable remuneration | Short-Term Incentive (STI); Cash payment provides incentives for strong annual financial and non-financial performance as the basis for long-term strategy and sustainable value creation •Opportunity at 100% target achievement: –CEO: 110% of base salary –CFO: 75% of base salary •Performance goals over one-year measurement period: –75% Corporate Goals comprised of 50% Financial Goals (capped at 200%) and 25% Team Goals (capped at 120%) –25% Personal Goals (capped at 100%) –Maximum payout therefore capped at 1.55 times target •Metrics measured over one year against budgeted targets | |
Long-term Incentive (LTI): Performance Stock Units provides incentives for value creation over a multi-year period and the achievement of goals that are aligned with long-term strategy •Opportunity for all Managing Board members –At target to 300% value of fixed remuneration •Performance goals set for a three-year performance period –50% cumulated net sales –50% Adjusted average operating income margin (% of sales) –Three-year performance period with cliff vesting •Driven by performance –No PSUs are earned if minimum threshold performance levels are not achieved, while maximum vesting capped at two times total opportunity in the event of significant overperformance •Net share settlement |
In $ '000s(1) | Fixed remuneration | Variable remuneration | Proportion of fixed and variable remuneration including share- based award expense | |||||||||||
Managing Board member | Base salary | Deferred compensation | Other benefits(2) | Short-term incentives | Long-term incentives(3) | Total | ||||||||
Thierry Bernard Chief Executive Officer | 950 | 143 | 37 | 1,545 | 7,541 | 10,216 | 11% / 89% | |||||||
Roland Sackers Chief Financial Officer | 557 | 114 | 40 | 617 | 7,120 | 8,448 | 8% / 92% | |||||||
Total Managing Board | 1,507 | 257 | 77 | 2,162 | 14,661 | 18,664 | 10% / 90% | |||||||
Financial Goals (In $ millions at budget rates) | Weight | Threshold | Target | Max | Achieved | Award in % of target | ||||||
Net sales | 40% | 1,855 | 2,095 | 2,209 | 2,227 | 200% | ||||||
Adj. operating income | 40% | 476 | 610 | 665 | 675 | 200% | ||||||
Adj. free cash flow | 20% | 310 | 363 | 444 | 587 | 200% | ||||||
Total Financial Goals | 100% | 200% |
Team Goals | Weight | Metric | Achieved | Award granted | ||||
Accelerate organic growth | 55% | Deliver growth targets for defined products and geographic markets, including: •Sample technologies portfolio: ≥ $680 million CER sales •QuantiFERON: ≥$300 million CER sales •QIAstat-Dx: ≥$90 million CER sales •QIAcuity: ≥$60 million CER sales •NeuMoDx; ≥$90 million CER sales •QIAsymphony: >150 placements | Partially | 31% | ||||
Enhance growth through specific activities | 32% | •Achieve ≥5% CER sales growth in Service •Achieve 25% growth in My QIAGEN users | Partially | 27% | ||||
Deliver compelling new products and services to customers and other stakeholders | 18% | •Sales Force efficiency: Achieve ≥$1.5 million CER of 2022 net sales per FTE •Innovation: QVI 2022 at ≥21% | Yes | 18% | ||||
Enhance QIAGEN's standing as a leader in ESG | 15% | •9% reduction in plastic material transport packaging based on 2021 baseline •Diversity goal for 35% of women in leadership roles •100% score on 2022 Human Rights Campaign Corporate Equality Index (CEI) | Yes | 15% | ||||
Total Team Goals | 120% | 91% | ||||||
STI award | Weight | Threshold | Target | Maximum | Achieved | |||||
Financial Goals | 50% | 20% | 100% | 200% | 200% | |||||
Team Goals | 25% | 0% | 100% | 120% | 91% | |||||
Personal Goals Mr. Bernard / Mr. Sackers | 25% | 0% | 100% | 100% | 100% | |||||
Weighted total | 100% | 10% | 100% | 155% | 148% | |||||
Corresponding payout (In $ thousands) | ||||||||||
Mr. Bernard | 105 | 1,045 | 1,620 | 1,545 | ||||||
Mr. Sackers | 42 | 418 | 648 | 617 |
Thierry Bernard | ||||||||||||||
Performance Stock Units | in 2022 | |||||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Performance adjustment | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | |||||||
2022 | — | 110,000 | — | — | 110,000 | $49.69 | — | |||||||
2021 | 169,387 | — | — | — | 169,387 | $48.38 | — | |||||||
2020 | 176,000 | — | — | — | 176,000 | $35.90 | — | |||||||
2019 | 53,881 | — | — | (21,552) | 32,329 | $38.43 | $47.53 | |||||||
2018 | 94,000 | — | — | (37,600) | 56,400 | $36.30 | $49.00 | |||||||
2018 | 28,260 | — | — | — | 28,260 | $33.70 | — | |||||||
2017 | 23,640 | — | — | (19,700) | 3,940 | $28.46 | $49.69 | |||||||
2016 | 7,650 | — | — | — | 7,650 | $24.38 | — | |||||||
2016 | 900 | — | — | — | 900 | $21.11 | — | |||||||
2015 | 1,250 | — | — | — | 1,250 | $25.26 | — | |||||||
554,968 | 110,000 | — | (78,852) | 586,116 | ||||||||||
Thierry Bernard | |||||||||||||||
Restricted Stock Units | in 2022 | ||||||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | |||||||||
2020 | 20,000 | — | (8,000) | 12,000 | $35.90 | $49.69 | |||||||||
20,000 | — | (8,000) | 12,000 | ||||||||||||
Roland Sackers | ||||||||||||||
Performance Stock Units | in 2022 | |||||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Performance adjustment | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | |||||||
2022 | — | 71,000 | — | — | 71,000 | $49.69 | — | |||||||
2021 | 130,109 | — | — | — | 130,109 | $48.38 | — | |||||||
2020 | 144,000 | — | — | — | 144,000 | $35.90 | — | |||||||
2019 | 127,017 | — | — | (50,806) | 76,211 | $38.43 | $48.16 | |||||||
2018 | 182,360 | — | — | (72,944) | 109,416 | $36.30 | $49.00 | |||||||
2018 | 61,800 | — | — | — | 61,800 | $33.70 | — | |||||||
2017 | 50,094 | — | — | (41,745) | 8,349 | $30.38 | $49.69 | |||||||
2016 | 15,349 | — | — | — | 15,349 | $24.38 | — | |||||||
2016 | 2,107 | — | — | — | 2,107 | $27.71 | — | |||||||
2016 | 4,705 | — | — | — | 4,705 | $21.11 | — | |||||||
2015 | 8,980 | — | — | — | 8,980 | $25.26 | — | |||||||
2013 | 2,896 | — | — | — | 2,896 | $23.16 | — | |||||||
729,417 | 71,000 | — | (165,495) | 634,922 | ||||||||||
Roland Sackers | ||||||||||||
Restricted Stock Units | in 2022 | |||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | ||||||
2014 | 11,635 | — | — | 11,635 | $22.25 | — | ||||||
2013 | 13,207 | — | — | 13,207 | $21.44 | — | ||||||
2012 | 15,591 | — | (15,591) | — | $15.28 | $49.73 | ||||||
40,433 | — | (15,591) | 24,842 | |||||||||
Annual change | 2018 vs. 2017 | 2019 vs. 2018 | 2020 vs. 2019 | 2021 vs. 2020 | 2022 vs. 2021 | |||||
Managing Board remuneration | ||||||||||
Thierry Bernard (as of June 2021) | — | — | — | 3% | 55% | |||||
Roland Sackers | 5% | 30% | 34% | (4)% | 17% | |||||
Peer Schatz (until October 2020) | 9% | 234% | — | — | — | |||||
Company performance | ||||||||||
Net sales (CER) | 6% | 4% | 23% | 21% | 0% | |||||
Adj. operating income | 9% | 5% | 49% | 20% | (13)% | |||||
Adj. free cash flow | (2)% | (15)% | 113% | (7)% | 30% | |||||
Average remuneration (in $ thousands) | ||||||||||
Average remuneration of employees(1) | 96 | 86 | 97 | 102 | 98 | |||||
Fee payable to the Chair of the Supervisory Board | $150,000 | |
Fee payable to each member of the Supervisory Board | $57,500 | |
Additional compensation payable to members holding the following positions: | ||
Chair of the Audit Committee | $25,000 | |
Member of the Audit Committee | $15,000 | |
Chair of the (i) Compensation & Human Resources Committee, (ii) the Nomination & ESG Committee, or (iii) the Science & Technology Committee | $18,000 | |
Member of the (i) Compensation & Human Resources Committee, (ii) the Nomination & ESG Committee, or (iii) the Science & Technology Committee | $11,000 | |
Chair of other Committees | $12,000 | |
Member of other Committees | $6,000 |
(In $ thousands) | Fixed remuneration | Committee Chair | Committee membership | Total cash remuneration | Long-term incentives(3) | Total remuneration(1) | Proportion of fixed and variable remuneration including share- based award expense | |||||||
Lawrence A. Rosen (Chair) | $150.0 | 18.0 | 26.0 | 194.0 | 349.5 | $543.5 | 36% / 64% | |||||||
Dr. Metin Colpan | $57.5 | 18.0 | 11.0 | 86.5 | 222.7 | $309.2 | 28% / 72% | |||||||
Thomas Ebeling | $57.5 | — | 11.0 | 68.5 | 148.4 | $216.9 | 32% / 68% | |||||||
Dr. Toralf Haag | $57.5 | 25.0 | — | 82.5 | 157.0 | $239.5 | 16% / 84% | |||||||
Dr. Ross L. Levine | $57.5 | — | 11.0 | 68.5 | 349.5 | $418.0 | 19% / 81% | |||||||
Dr. Elaine Mardis | $57.5 | — | 22.0 | 79.5 | 349.5 | $429.0 | 14% / 86% | |||||||
Dr. Eva Pisa(2) | $28.8 | — | 5.5 | 34.3 | — | $34.3 | 100% / 0% | |||||||
Elizabeth E. Tallett | $57.5 | 18.0 | 26.0 | 101.5 | 222.7 | $324.2 | 31% / 69% |
Lawrence A. Rosen | ||||||||||||
Restricted Stock Units | in 2022 | |||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | ||||||
2022 | — | 6,980 | — | 6,980 | $49.69 | — | ||||||
2021 | 7,482 | — | — | 7,482 | $50.00 | — | ||||||
2020 | 9,426 | — | — | 9,426 | $35.90 | — | ||||||
2019 | 9,331 | — | (3,732) | 5,599 | $38.43 | $49.69 | ||||||
2018 | 5,920 | — | — | 5,920 | $33.70 | — | ||||||
2017 | 6,440 | — | (6,440) | — | $28.46 | $49.69 | ||||||
38,599 | 6,980 | (10,172) | 35,407 | |||||||||
Dr. Metin Colpan | ||||||||||||
Restricted Stock Units | in 2022 | |||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | ||||||
2022 | — | 6,980 | — | 6,980 | $49.69 | — | ||||||
2021 | 7,482 | — | — | 7,482 | $50.00 | — | ||||||
2020 | 9,426 | — | — | 9,426 | $35.90 | — | ||||||
2019 | 9,331 | — | (3,732) | 5,599 | $38.43 | $49.69 | ||||||
2018 | 5,920 | — | — | 5,920 | $33.70 | — | ||||||
2017 | 6,440 | — | (6,440) | — | $28.46 | $49.69 | ||||||
2012 | 457 | — | (457) | — | $17.45 | $43.56 | ||||||
2012 | 544 | — | (544) | — | $15.28 | $49.73 | ||||||
39,600 | 6,980 | (11,173) | 35,407 | |||||||||
Thomas Ebeling | ||||||||||||
Restricted Stock Units | in 2022 | |||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | ||||||
2022 | — | 6,980 | — | 6,980 | $49.69 | — | ||||||
2021 | 7,482 | — | — | 7,482 | $50.00 | — | ||||||
7,482 | 6,980 | — | 14,462 | |||||||||
Dr. Toralf Haag | ||||||||||||
Restricted Stock Units | in 2022 | |||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | ||||||
2022 | — | 6,980 | — | 6,980 | $49.69 | — | ||||||
2021 | 7,482 | — | — | 7,482 | $50.00 | — | ||||||
7,482 | 6,980 | — | 14,462 | |||||||||
Prof. Dr. Ross L. Levine | ||||||||||||
Restricted Stock Units | in 2022 | |||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | ||||||
2022 | — | 6,980 | — | 6,980 | $49.69 | — | ||||||
2021 | 7,482 | — | — | 7,482 | $50.00 | — | ||||||
2020 | 9,426 | — | — | 9,426 | $35.90 | — | ||||||
2019 | 9,331 | — | (3,732) | 5,599 | $38.43 | $49.69 | ||||||
2018 | 5,920 | — | — | 5,920 | $33.70 | — | ||||||
2017 | 6,440 | — | (6,440) | — | $28.46 | $49.69 | ||||||
38,599 | 6,980 | (10,172) | 35,407 | |||||||||
Prof. Dr. Elaine Mardis | ||||||||||||
Restricted Stock Units | in 2022 | |||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | ||||||
2022 | — | 6,980 | — | 6,980 | $49.69 | — | ||||||
2021 | 7,482 | — | — | 7,482 | $50.00 | — | ||||||
2020 | 9,426 | — | — | 9,426 | $35.90 | — | ||||||
2019 | 9,331 | — | (3,732) | 5,599 | $38.43 | $49.69 | ||||||
2018 | 5,920 | — | — | 5,920 | $33.70 | — | ||||||
2017 | 6,440 | — | (6,440) | — | $28.46 | $49.69 | ||||||
38,599 | 6,980 | (10,172) | 35,407 | |||||||||
Elizabeth E. Tallett | ||||||||||||
Restricted Stock Units | in 2022 | |||||||||||
Year of grant | Outstanding at December 31, 2021 | Granted | Vested | Outstanding at December 31, 2022 | Share price on grant date | Share price on release date | ||||||
2022 | — | 6,980 | — | 6,980 | $49.69 | — | ||||||
2021 | 7,482 | — | — | 7,482 | $50.00 | — | ||||||
2020 | 9,426 | — | — | 9,426 | $35.90 | — | ||||||
2019 | 9,331 | — | (3,732) | 5,599 | $38.43 | $49.69 | ||||||
2018 | 5,920 | — | — | 5,920 | $33.70 | — | ||||||
2017 | 6,440 | — | (6,440) | — | $28.46 | $49.69 | ||||||
2012 | 457 | — | (457) | — | $17.45 | $43.56 | ||||||
2012 | 544 | — | (544) | — | $15.28 | $49.73 | ||||||
39,600 | 6,980 | (11,173) | 35,407 | |||||||||
Shares Beneficially Owned (1) | ||||
Name | Number (2) | |||
Thierry Bernard | 136,501 | (3) | ||
Roland Sackers | 220,000 | (4) | ||
Dr. Metin Colpan | 418,728 | (5) | ||
Thomas Ebeling | — | |||
Dr. Toralf Haag | 700 | |||
Dr. Ross L. Levine | 8,720 | (6) | ||
Dr. Elaine Mardis | — | (7) | ||
Dr. Eva Pisa | — | |||
Lawrence A. Rosen | 5,504 | (8) | ||
Elizabeth Tallett | 40,097 | (9) | ||
Performance Stock Units | Shares | Weighted average purchase price | Weighted average remaining contractual term (in years) | Weighted average grant date (Fair value) | ||||
Outstanding December 31, 2021 | 2,211,941 | $0.00 | $37.43 | |||||
Awarded | 599,141 | $0.00 | $44.25 | |||||
Released | (679,260) | $0.00 | $35.51 | |||||
Forfeited | (109,929) | $0.00 | $38.98 | |||||
Outstanding December 31, 2022 | 2,021,893 | $0.00 | 1.52 | $37.43 | ||||
Vested and expected to vest | 1,851,469 | $0.00 | 1.49 | $37.32 |
Restricted Stock Units | Shares | Weighted average purchase price | Weighted average remaining contractual term (in years) | Weighted average grant date (Fair value) | ||||
Outstanding December 31, 2021 | 416,604 | $0.00 | $40.97 | |||||
Awarded | 249,705 | $0.00 | $46.53 | |||||
Released | (164,574) | $0.00 | $34.23 | |||||
Forfeited | (26,737) | $0.00 | $46.08 | |||||
Outstanding December 31, 2022 | 474,998 | $0.00 | 1.79 | $46.01 | ||||
Vested and expected to vest | 439,913 | $0.00 | 1.78 | $46.05 |
Stock Options | Shares | Weighted average exercise price | Weighted average remaining contractual term (in years) | |||
Outstanding and Exercisable December 31, 2021 | 17,573 | $17.79 | ||||
Exercised | (7,343) | $16.55 | ||||
Expired | (1,500) | $18.68 | ||||
Outstanding and Exercisable December 31, 2022 | 8,730 | $18.68 | 0.41 |
As of December 31, | ||||||
(in thousands) | Note | 2022 | 2021 | |||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | (3.17) | $ | $ | |||
Current financial assets | (7) | |||||
Trade accounts receivable | (8) | |||||
Inventories | (3.18) | |||||
Fair value of derivative financial instruments | (25, 26) | |||||
Other current assets | (9) | |||||
Total current assets | ||||||
Non-current assets: | ||||||
Property, plant and equipment | (10) | |||||
Goodwill | (12) | |||||
Other intangible assets | (12) | |||||
Right-of-use assets | (13) | |||||
Equity accounted investments | (11) | |||||
Non-current financial assets | (7) | |||||
Deferred tax assets | (17) | |||||
Fair value of derivative financial instruments | (25, 26) | |||||
Other non-current assets | (9) | |||||
Total non-current assets | ||||||
Total Assets | $ | $ | ||||
As of December 31, | ||||||
(in thousands, except par value) | Note | 2022 | 2021 | |||
Liabilities and equity | ||||||
Current liabilities: | ||||||
Current financial debts | (16) | $ | $ | |||
Trade and other accounts payable | ||||||
Provisions | (14) | |||||
Fair value of derivative financial instruments | (25, 26) | |||||
Other current liabilities | (15) | |||||
Total current liabilities | ||||||
Non-current liabilities: | ||||||
Non-current financial debts | (16) | |||||
Deferred tax liabilities | (17) | |||||
Fair value of derivative financial instruments | (25, 26) | |||||
Other non-current liabilities | (15) | |||||
Total non-current liabilities | ||||||
Equity: | ||||||
Common Shares, 0.01 EUR par value, authorized—410,000 shares, issued—230,829 shares | (18) | |||||
Share premium | ||||||
Retained earnings | (18) | |||||
Reserves | ( | ( | ||||
Less treasury shares at cost—3,113 and 3,755 shares, respectively | (18) | ( | ( | |||
Total equity | ||||||
Total liabilities and equity | $ | $ | ||||
Years ended December 31, | ||||||
(in thousands, except per share data) | Note | 2022 | 2021 | |||
Net sales | (4, 21) | $ | $ | |||
Cost of sales: | ||||||
Cost of sales | ( | ( | ||||
Acquisition-related intangible amortization | ( | ( | ||||
Total cost of sales | ( | ( | ||||
Gross profit | ||||||
Other operating income | ||||||
Research and development expense | ( | ( | ||||
Sales and marketing expense | ( | ( | ||||
General and administrative expense | ( | ( | ||||
Restructuring, acquisition, integration and other, net | (6, 12) | ( | ( | |||
Other operating expense | ( | ( | ||||
Total operating expenses, net | ( | ( | ||||
Income from operations | ||||||
Financial income | ||||||
Financial expense | (16) | ( | ( | |||
Non-monetary loss, net | (1) | ( | ||||
Other financial results | (26) | |||||
Total financial income, net | ||||||
Income before income tax expense | ||||||
Income tax expense | (17) | ( | ( | |||
Net income | $ | $ | ||||
Basic earnings per common share | (19) | $ | $ | |||
Diluted earnings per common share | (19) | $ | $ | |||
Weighted average shares outstanding | ||||||
Basic | (19) | |||||
Diluted | (19) | |||||
Years ended December 31, | ||||||
(in thousands) | Note | 2022 | 2021 | |||
Net income | $ | $ | ||||
Other comprehensive income not reclassified to profit or loss in subsequent periods: | ||||||
Gain in pensions (net of tax of $ | ||||||
Other comprehensive (loss) income to be reclassified to profit or loss in subsequent periods: | ||||||
Foreign currency translation adjustments (net of tax of $ | ( | ( | ||||
(Loss) gain on cash flow hedges (net of tax of $ | (26) | ( | ||||
Reclassification adjustments on cash flow hedges (net of tax of $ | (26) | ( | ||||
Net investment hedge | (26) | ( | ||||
Total other comprehensive loss, after tax | ( | ( | ||||
Comprehensive income | $ | $ | ||||
Years ended December 31, | ||||||
(in thousands) | Note | 2022 | 2021 | |||
Cash flows from operating activities: | ||||||
Net income | $ | $ | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | (10, 12) | |||||
Non-cash impairments | (6, 7) | |||||
Amortization of debt discount and issuance costs | (27) | |||||
Deferred income taxes | (17) | ( | ( | |||
Share-based compensation expense | (22) | |||||
Loss on financial assets | (7) | |||||
Gain on sale of investment | (7) | ( | ||||
Other items, net including fair value changes in derivatives | (11, 16, 26) | ( | ( | |||
Net changes in operating assets and liabilities: | ||||||
Trade accounts receivable | (8) | ( | ||||
Inventories | (3.18) | ( | ( | |||
Other current assets | (9) | |||||
Other non-current assets | (9) | ( | ||||
Accounts payable | ( | ( | ||||
Accrued and other current liabilities | (15) | ( | ||||
Other non-current liabilities | (15) | ( | ||||
Income taxes | (17) | |||||
Interest paid | ( | ( | ||||
Interest received | ||||||
Income taxes paid, net of refunds | ( | ( | ||||
Net cash provided by operating activities | ||||||
Cash flows from investing activities: | ||||||
Purchases of property, plant and equipment | (10) | ( | ( | |||
Purchases of intangible assets | (12) | ( | ( | |||
Cash paid development expenses | (12) | ( | ( | |||
Purchases of unquoted debt securities | (7) | ( | ( | |||
Proceeds from redemption of unquoted debt securities | (7) | |||||
Purchases of quoted debt securities | (7) | ( | ||||
Proceeds from redemption of quoted debt securities | (7) | |||||
Purchases of unquoted equity securities | (7) | ( | ( | |||
Proceeds from unquoted equity securities | (7) | |||||
Proceeds from quoted equity securities | (7) | |||||
Cash paid for acquisitions, net of cash acquired | (5) | ( | ||||
Cash (paid) received for collateral asset | ( | |||||
Other investing activities | ( | |||||
Net cash used in investing activities | ( | ( | ||||
Years ended December 31, | ||||||
(in thousands) | Note | 2022 | 2021 | |||
Cash flows from financing activities: | ||||||
Proceeds from long-term debt, net of issuance costs | (16, 17) | |||||
Repayment of long-term debt | (16, 17) | ( | ( | |||
Principal payments on leases | (13) | ( | ( | |||
Proceeds from issuance of common shares | ||||||
Tax withholding related to vesting of stock awards | ( | ( | ||||
Purchase of treasury shares | (18) | ( | ||||
Cash received for collateral liability | ||||||
Cash paid for contingent consideration | ( | |||||
Other financing activities | ( | |||||
Net cash used in financing activities | ( | ( | ||||
Effect of exchange rate changes on cash and cash equivalents | ( | ( | ||||
Net (decrease) increase in cash and cash equivalents | ( | |||||
Cash and cash equivalents, beginning of period | ||||||
Cash and cash equivalents, end of period | $ | $ | ||||
Supplemental disclosure of non-cash investing activities: | ||||||
Equity securities acquired in non-monetary exchange | (7) | $ | $ | |||
Intangible assets received in exchange for note receivable | (24) | $ | $ | |||
Common Shares | Share premium | Retained earnings | Derivative hedge reserve | Pension reserve | Foreign currency translation | Treasury Shares | Total equity | |||||||||||||||
(in thousands) | Note | Shares | Amount | Shares | Amount | |||||||||||||||||
Balance at January 1, 2021 | $ | $ | $ | ($ | ($ | ($ | ( | ($ | $ | |||||||||||||
Net income | — | — | — | — | — | — | — | — | ||||||||||||||
Other comprehensive income (loss) | — | — | — | — | ( | — | — | ( | ||||||||||||||
Comprehensive income | — | — | — | ( | — | — | ||||||||||||||||
Purchase of treasury shares | (18) | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||
Tax benefit of employee stock plans | (22) | — | — | ( | — | — | — | — | — | — | ( | |||||||||||
Share-based payments | (22) | — | — | — | — | — | — | — | — | |||||||||||||
Employee stock plans | (22) | — | — | — | ( | — | — | — | ||||||||||||||
Tax withholding related to vesting of stock awards | (22) | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||
Balance at December 31, 2021 | $ | $ | $ | $ | ($ | ($ | ( | ($ | ||||||||||||||
Balance at December 31, 2021 | $ | $ | $ | $ | ($ | ($ | ( | ($ | $ | |||||||||||||
IAS 29 Hyperinflationary accounting | (1) | — | — | — | ( | — | — | — | — | |||||||||||||
Balance at January 1, 2022 | $ | $ | $ | $ | ($ | ($ | ( | ($ | $ | |||||||||||||
Net income | — | — | — | — | — | — | — | — | ||||||||||||||
Other comprehensive income (loss) | — | — | — | — | ( | ( | — | — | ( | |||||||||||||
Comprehensive income | — | — | — | ( | ( | — | — | |||||||||||||||
Tax benefit of employee stock plans | (22) | — | — | ( | — | — | — | — | — | — | ( | |||||||||||
Share-based payments | (22) | — | — | — | — | — | — | — | — | |||||||||||||
Employee stock plans | (22) | — | — | — | ( | — | — | — | ||||||||||||||
Tax withholding related to vesting of stock awards | (22) | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||
Balance at December 31, 2022 | $ | $ | $ | ($ | $ | ($ | ( | ($ | ||||||||||||||
Closing rate as at December 31, | Annual average rate | |||||||
(US$ equivalent for one) | 2022 | 2021 | 2022 | 2021 | ||||
Euro (EUR) | 1.0666 | 1.1326 | 1.0542 | 1.1832 | ||||
Pound Sterling (GBP) | 1.2026 | 1.3479 | 1.2376 | 1.3758 | ||||
Swiss Franc (CHF) | 1.0832 | 1.0963 | 1.0486 | 1.0940 | ||||
Australian Dollar (AUD) | 0.6797 | 0.7253 | 0.6952 | 0.7514 | ||||
Canadian Dollar (CAD) | 0.7386 | 0.7869 | 0.7692 | 0.7977 | ||||
Japanese Yen (JPY) | 0.0076 | 0.0087 | 0.0077 | 0.0091 | ||||
Chinese Yuan (CNY) | 0.1450 | 0.1574 | 0.1489 | 0.1550 | ||||
Financial assets at FVTPL | These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss. However, see Note 26 for derivatives designated as hedging instruments. | |
Financial assets at amortized cost | These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss. | |
Debt investments at FVOCI | These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. | |
Equity investments at FVOCI | These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss. |
(in thousands) | 2022 | 2021 | ||
Cash at bank and on hand | $121,916 | $234,749 | ||
Money market funds | 289,394 | 366,117 | ||
Commercial paper | 94,828 | 179,844 | ||
Short-term bank deposits | 224,133 | 99,174 | ||
Cash and cash equivalents | $730,271 | $879,884 |
(in thousands) | 2022 | 2021 | ||
Raw materials | $97,613 | $94,748 | ||
Work in process | 85,488 | 67,679 | ||
Finished goods | 175,386 | 165,098 | ||
Total inventories | $358,487 | $327,525 |
Buildings and improvements | 5-40 years | |
Machinery and equipment | 3-10 years | |
Furniture and office equipment | 3-10 years |
Developed technology, patents and license rights | 5-15 years | |
Computer software | 3-20 years | |
Development costs | 3-5 years | |
Other intellectual properties | 5-15 years |
(in thousands) | 2022 | 2021 | ||
Consumables and related revenues | $1,031,293 | $1,027,215 | ||
Instruments | 96,436 | 116,449 | ||
Molecular Diagnostics | 1,127,729 | 1,143,664 | ||
Consumables and related revenues | 859,133 | 959,093 | ||
Instruments | 156,158 | 148,900 | ||
Life Sciences | 1,015,291 | 1,107,993 | ||
Total net sales | $2,143,020 | $2,251,657 |
(in thousands) | 2022 | 2021 | ||
Sample technologies | $798,434 | $850,636 | ||
Diagnostic solutions | 660,879 | 638,759 | ||
PCR / Nucleic acid amplification | 390,804 | 433,972 | ||
Genomics / NGS | 224,797 | 245,066 | ||
Other | 68,106 | 83,224 | ||
Total net sales | $2,143,020 | $2,251,657 |
(in thousands) | Personnel Related | Contract and Other Costs | Total | |||
Costs incurred in 2022 | $4,121 | $491 | $4,612 | |||
Foreign currency translation adjustment | 24 | 3 | 27 | |||
Liability at December 31, 2022 | $4,145 | $494 | $4,639 |
(in thousands) | 2022 | 2021 | ||
Current financial assets: | ||||
Unquoted debt securities | $607,997 | $184,785 | ||
Quoted debt securities | 79,600 | — | ||
Current financial assets | $687,597 | $184,785 | ||
Non-current financial instruments: | ||||
Unquoted equity securities | 5,329 | 3,945 | ||
Total financial assets | $692,926 | $188,730 |
(in thousands) | 2022 | 2021 | ||
Balance at beginning of the year | $184,785 | $— | ||
Unquoted debt securities acquired | 1,118,317 | 397,650 | ||
Unquoted debt securities redeemed | (694,026) | (209,157) | ||
Loss on sales of unquoted debt securities | (6,230) | (3,734) | ||
Additions for accrued interest | 5,151 | 26 | ||
Balance at end of the year | $607,997 | $184,785 |
(in thousands) | 2022 | |
Balance at beginning of the year | $— | |
Quoted debt securities acquired | 267,611 | |
Quoted debt securities redeemed | (189,056) | |
Additions for accrued interest | 1,045 | |
Balance at end of the year | $79,600 |
(in thousands) | 2022 | 2021 | ||
Balance at beginning of year | $3,945 | $4,142 | ||
Cash investments in equity securities, net | 52 | 81 | ||
Shares received in exchange for services | 1,475 | — | ||
Foreign currency translation adjustments | (143) | (278) | ||
Balance at end of year | $5,329 | $3,945 |
Invitae | OncoCyte | Oncimmune Holdings plc (Oncimmune) | HTG Molecular Diagnostics, Inc (HTGM) | |||||||||||||
(in thousands, except shares) | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||
Balance at December 31, 2020 | 2,769,189 | $115,780 | 88,101 | $211 | 560,416 | $1,258 | 55,556 | $266 | ||||||||
Shares received upon milestone achievement | 1,100,190 | 35,338 | 30,152 | 147 | 86,218 | 220 | — | — | ||||||||
(Loss) gain on change in fair value | — | (3,066) | — | 123 | — | 61 | — | 65 | ||||||||
Sale of investment | (3,869,379) | (148,052) | (118,253) | (481) | (646,634) | (1,539) | (55,556) | (331) | ||||||||
Balance at December 31, 2021 | — | $— | — | $— | — | $— | — | $— | ||||||||
(in thousands) | 2022 | 2021 | ||
Trade accounts receivable | $340,194 | $372,944 | ||
Notes receivable | 6,436 | 12,311 | ||
Allowance for doubtful accounts | (22,880) | (23,124) | ||
Total trade accounts receivable, net | $323,750 | $362,131 |
(in thousands) | 2022 | 2021 | ||
Balance at beginning of year | $23,124 | $27,052 | ||
Additions charged to expense | 4,483 | 18 | ||
Deductions from allowance(1) | (2,685) | (1,249) | ||
Recoveries collected | — | 288 | ||
Currency translation adjustments and other | (2,042) | (2,985) | ||
Balance at end of year | $22,880 | $23,124 |
(in thousands) | Note | 2022 | 2021 | |||
Income taxes receivable | (17) | $53,394 | $45,116 | |||
Value-added tax | 28,130 | 22,884 | ||||
Cash collateral | (26) | 21,083 | 11,200 | |||
Prepaid expenses | 20,994 | 24,868 | ||||
Other receivables | 18,987 | 19,175 | ||||
Contract assets | (4) | 9,768 | 14,082 | |||
Current loans receivable with related parties including interest | 29 | 6,249 | ||||
Total other current assets | $152,385 | $143,574 |
(in thousands) | 2022 | 2021 | ||
Other non-current assets | $15,095 | $15,996 | ||
Prepaid licenses and royalties | 8,585 | 10,980 | ||
Non-current deposits and escrow payments | 3,396 | 1,079 | ||
Prepayment of intangibles | 851 | 3,859 | ||
Total other non-current assets | $27,927 | $31,914 |
Cost (in thousands) | Land and buildings | Machinery and equipment | Furniture and office equipment | Leasehold improvements | Construction in progress | Total | ||||||
January 1, 2021 | $332,191 | $322,379 | $108,339 | $49,614 | $69,579 | $882,102 | ||||||
Currency adjustments | (14,895) | (25,140) | (5,251) | (1,376) | (3,889) | (50,551) | ||||||
Additions | 10,710 | 31,228 | 7,257 | 15,463 | 79,766 | 144,424 | ||||||
Disposals | (175) | (17,258) | (8,178) | (9,640) | (110) | (35,361) | ||||||
Transfers | 15,784 | 32,760 | 3,849 | 889 | (53,282) | — | ||||||
December 31, 2021 | 343,615 | 343,969 | 106,016 | 54,950 | 92,064 | 940,614 | ||||||
IAS 29 Hyperinflationary accounting | — | 6,607 | 863 | 251 | — | 7,721 | ||||||
Currency adjustments | (12,059) | (20,480) | (5,041) | (4,176) | (4,415) | (46,171) | ||||||
Additions | 344 | 28,827 | 7,168 | 439 | 48,186 | 84,964 | ||||||
Business combinations | 976 | 1,545 | 23 | — | 76 | 2,620 | ||||||
Disposals | (16,120) | (86,216) | (27,457) | (6,510) | (1,684) | (137,987) | ||||||
Transfers | 25,738 | 26,541 | 9,594 | 1,078 | (62,951) | — | ||||||
December 31, 2022 | $342,494 | $300,793 | $91,166 | $46,032 | $71,276 | $851,761 |
Accumulated depreciation (in thousands) | Land and buildings | Machinery and equipment | Furniture and office equipment | Leasehold improvements | Construction in progress | Total | ||||||
January 1, 2021 | ($114,958) | ($238,069) | ($77,118) | ($24,587) | ($18) | ($454,750) | ||||||
Currency adjustments | 5,767 | 19,308 | 3,562 | 966 | 2 | 29,605 | ||||||
Depreciation | (8,270) | (35,188) | (10,125) | (3,437) | — | (57,020) | ||||||
Disposals | 169 | 15,524 | 8,132 | 9,083 | — | 32,908 | ||||||
December 31, 2021 | (117,292) | (238,425) | (75,549) | (17,975) | (16) | (449,257) | ||||||
IAS 29 Hyperinflationary accounting | — | (3,920) | (555) | (100) | — | (4,575) | ||||||
Currency adjustments | 4,269 | 14,144 | 3,160 | 1,075 | 1 | 22,649 | ||||||
Depreciation | (8,619) | (33,535) | (10,672) | (4,661) | — | (57,487) | ||||||
Impairment losses | — | (141) | — | — | — | (141) | ||||||
Disposals | 15,912 | 79,946 | 27,249 | 6,510 | 15 | 129,632 | ||||||
December 31, 2022 | (105,730) | (181,931) | (56,367) | (15,151) | — | (359,179) | ||||||
Net book value (in thousands) | ||||||||||||
December 31, 2021 | $226,323 | $105,544 | $30,467 | $36,975 | $92,048 | $491,357 | ||||||
December 31, 2022 | $236,764 | $118,862 | $34,799 | $30,881 | $71,276 | $492,582 |
Equity investments as of December 31, | Share of income (loss) for the years ended December 31, | |||||||||
(in thousands) | Ownership Percentage | 2022 | 2021 | 2022 | 2021 | |||||
PreAnalytiX GmbH | 50.00% | $6,856 | $10,291 | $4,377 | $10,412 | |||||
Apis Assay Technologies Ltd | 19.00% | 4,102 | 3,713 | 389 | 1,773 | |||||
TVM Life Sciences Ventures III | 3.10% | 3,872 | 3,669 | (901) | (264) | |||||
Suzhou Fuda Business Management and Consulting Partnership | 33.67% | 2,608 | 2,832 | — | — | |||||
Actome GmbH | 12.50% | 779 | 1,045 | (201) | (31) | |||||
Hombrechtikon Systems Engineering AG | 19.00% | (311) | (413) | 94 | 97 | |||||
$17,906 | $21,137 | $3,758 | $11,987 | |||||||
(in thousands) | 2022 | 2021 | ||
Balance at beginning of year | $21,137 | $11,017 | ||
Purchases of investments | 1,104 | 2,946 | ||
Dividend distribution received | (7,492) | (4,739) | ||
Share of profit | 3,758 | 11,987 | ||
Exchange rate differences / other | (601) | (74) | ||
Balance at end of year | $17,906 | $21,137 |
Joint Venture | Associates | ||||||
(in millions) | 2022 | 2021 | 2022 | 2021 | |||
Total assets | $38.5 | $36.5 | $193.9 | $158.1 | |||
Shareholders' equity | $27.6 | $26.9 | $185.8 | $154.6 | |||
Net sales | $32.6 | $34.5 | $22.4 | $32.3 | |||
Net result | $17.7 | $17.5 | ($0.5) | ($12.0) | |||
(in thousands) | 2022 | 2021 | ||
Balance at beginning of year | $2,376,440 | $2,389,111 | ||
IAS 29 Hyperinflationary accounting | 1,484 | — | ||
Goodwill acquired during the year | 42,201 | — | ||
Purchase adjustments | (303) | 33,716 | ||
Currency adjustments | (39,660) | (46,387) | ||
Balance at end of year | $2,380,162 | $2,376,440 |
Cost (in thousands) | Developed technology, patent and license rights | Computer software | Development costs | Other intellectual properties | Total | |||||
January 1, 2021 | $1,158,524 | $307,713 | $35,852 | $377,394 | $1,879,483 | |||||
Currency adjustments | (41,302) | (18,683) | (2,218) | (10,982) | (73,185) | |||||
Additions | 23,934 | 51,040 | 9,275 | 35 | 84,284 | |||||
Disposals | (32,750) | (10,085) | — | (40,630) | (83,465) | |||||
December 31, 2021 | 1,108,406 | 329,985 | 42,909 | 325,817 | 1,807,117 | |||||
IAS 29 Hyperinflationary accounting | — | 57 | — | — | 57 | |||||
Currency adjustments | (34,776) | (15,818) | (2,107) | (13,920) | (66,621) | |||||
Additions | 19,585 | 72,887 | 8,821 | 47 | 101,340 | |||||
Business combinations | 12,186 | 21 | — | 5,061 | 17,268 | |||||
Disposals | (121,619) | (65,936) | — | (28,300) | (215,855) | |||||
December 31, 2022 | $983,782 | $321,196 | $49,623 | $288,705 | $1,643,306 |
Accumulated amortization (in thousands) | Developed technology, patent and license rights | Computer software | Development costs | Other intellectual properties | Total | |||||
January 1, 2021 | ($575,743) | ($175,693) | ($10,466) | ($233,981) | ($995,883) | |||||
Currency adjustments | 30,017 | 11,062 | 851 | 8,482 | 50,412 | |||||
Amortization | (85,043) | (28,349) | (4,364) | (19,328) | (137,084) | |||||
Disposals | 28,179 | 9,821 | — | 40,630 | 78,630 | |||||
December 31, 2021 | (602,590) | (183,159) | (13,979) | (204,197) | (1,003,925) | |||||
IAS 29 Hyperinflationary accounting | — | (35) | — | — | (35) | |||||
Currency adjustments | 24,374 | 7,968 | 837 | 11,381 | 44,560 | |||||
Amortization | (78,584) | (34,099) | (3,358) | (15,130) | (131,171) | |||||
Impairment losses | (12,817) | — | — | (12) | (12,829) | |||||
Disposals | 121,584 | 58,858 | — | 28,300 | 208,742 | |||||
December 31, 2022 | ($548,033) | ($150,467) | ($16,500) | ($179,658) | ($894,658) | |||||
Net book value (in thousands) | ||||||||||
December 31, 2021 | $505,816 | $146,826 | $28,930 | $121,620 | $803,192 | |||||
December 31, 2022 | $435,749 | $170,729 | $33,123 | $109,047 | $748,648 |
(in thousands, except lease term and discount rate) | Location in balance sheet | 2022 | 2021 | |||
Right-of-use assets | Right-of-use assets | $93,982 | $99,415 | |||
Office and buildings | 83,318 | 88,059 | ||||
Cars and all other assets | 10,664 | 11,356 | ||||
Current lease liabilities | Other current liabilities | $22,220 | $22,048 | |||
Non-current lease liabilities | Other non-current liabilities | $71,406 | $76,534 | |||
Weighted average remaining lease term | 6.92 years | 7.80 years | ||||
Weighted average discount rate | 2.08% | 1.90% |
(in thousands) | 2022 | 2021 | ||
Amortization of right-of-use assets | $25,375 | $25,326 | ||
Office and buildings | 19,472 | 18,947 | ||
Cars and all other assets | 5,903 | 6,379 | ||
Interest on lease liabilities | ($1,753) | ($2,029) |
(in thousands) | 2022 | 2021 | ||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Financing cash flows from principal portion of lease payments | $26,842 | $27,429 | ||
Operating cash flows from interest portion of lease payments | 1,753 | 2,029 | ||
Total cash outflow for leases | $28,595 | $29,458 |
Years ending December 31, (in thousands) | Lease Liabilities | |
2023 | $23,747 | |
2024 | 18,693 | |
2025 | 13,598 | |
2026 | 9,361 | |
2027 | 7,285 | |
Thereafter | 28,256 | |
Total lease payments | 100,940 | |
Less: Imputed interest | (7,314) | |
Total | $93,626 |
(in thousands) | 2022 | 2021 | ||
Balance at beginning of year | $6,324 | $4,813 | ||
Provision charged to cost of sales | 4,606 | 7,518 | ||
Usage | (4,517) | (5,774) | ||
Adjustments to previously provided warranties, net | (1,277) | (43) | ||
Currency translation adjustment | (237) | (190) | ||
Balance at end of year | $4,899 | $6,324 |
(in thousands) | 2022 | 2021 | ||
Balance at beginning of year | $391 | $1,752 | ||
Provision charged to expenses | 3,736 | 1,603 | ||
Usage | (3,061) | (2,913) | ||
Currency translation adjustment and other | 2 | (51) | ||
Balance at end of year | $1,068 | $391 |
(in thousands) | Note | 2022 | 2021 | |||
Payroll and related accrued liabilities | $99,885 | $100,756 | ||||
Deferred revenue | (4) | 69,000 | 63,368 | |||
Accrued expenses | 62,469 | 54,271 | ||||
Other liabilities | 46,676 | 54,929 | ||||
Current lease liabilities | (13) | 22,220 | 22,048 | |||
Cash collateral liability | (26) | 21,755 | 9,200 | |||
Income taxes payable | (17) | 13,980 | 27,669 | |||
Accrued royalties | (20) | 12,877 | 12,559 | |||
Accrued contingent consideration and milestone payments | (25) | 8,181 | 24,100 | |||
Accrued interest on non-current financial debt | (16) | 5,431 | 4,488 | |||
Restructuring accruals | (6) | 4,639 | 1,714 | |||
Advanced license payments | 1,905 | 4,945 | ||||
Total other current liabilities | $369,018 | $380,047 |
(in thousands) | Note | 2022 | 2021 | |||
Accrued expenses | $91,175 | $103,278 | ||||
Non-current lease liabilities | (13) | 71,406 | 76,534 | |||
Deferred revenue | (4) | 15,244 | 11,315 | |||
Non-current employee benefit obligations | 12,355 | 15,479 | ||||
Accrued contingent consideration | 9,907 | — | ||||
Advanced license payments | 388 | 2,714 | ||||
Total other non-current liabilities | $200,475 | $209,320 |
(in thousands) | 2022 | 2021 | ||
0.500% Senior Unsecured Cash Convertible Notes due 2023 | $389,552 | $375,149 | ||
1.000% Senior Unsecured Cash Convertible Notes due 2024 | 464,331 | 446,503 | ||
0.000% Senior Unsecured Convertible Notes due 2027 | 443,285 | 442,753 | ||
3.75% Series B Senior Notes due October 16, 2022 | — | 299,872 | ||
3.90% Series C Senior Notes due October 16, 2024 | — | 26,967 | ||
German Private Placement (2017 Schuldschein) | 116,699 | 294,504 | ||
German Private Placement (2022 Schuldschein) | 393,532 | — | ||
Total current and non-current financial debts | 1,807,399 | 1,885,748 | ||
Less current portion of financial debts | 389,552 | 845,655 | ||
Total non-current financial debts | $1,417,847 | $1,040,093 | ||
Total amount secured | $— | $— | ||
Unused lines of credit for short-term financing | $455,438 | $483,620 |
(in thousands) | 2022 | 2021 | ||
German Private Placement (Schuldschein) | $153,003 | $41,145 | ||
0.875% Senior Unsecured Cash Convertible Notes due 2021 | — | 200 | ||
3.75% Series B Senior Notes due October 16, 2022 | 300,000 | — | ||
3.90% Series C Senior Notes due October 16, 2024 | 27,000 | — | ||
$480,003 | $41,345 |
As of December 31, 2022 | ||||||||||
(in thousands) | Principal Amount | Unamortized debt discount and issuance costs | Carrying Amount | Fair Value | ||||||
Amount | Leveling | |||||||||
Cash Convertible Notes due 2023 | $400,000 | ($10,448) | $389,552 | $493,436 | Level 1 | |||||
Cash Convertible Notes due 2024 | 500,000 | (35,669) | 464,331 | 596,485 | Level 1 | |||||
Convertible Notes due 2027(1) | 445,949 | (2,664) | 443,285 | 471,545 | Level 1 | |||||
German Private Placement (2017 Schuldschein) | 116,821 | (122) | 116,699 | 255,911 | Level 2 | |||||
German Private Placement (2022 Schuldschein) | 394,638 | (1,106) | 393,532 | 345,743 | Level 2 | |||||
$1,857,408 | ($50,009) | $1,807,399 | $2,163,120 | |||||||
As of December 31, 2021 | ||||||||||
(in thousands) | Principal Amount | Unamortized debt discount and issuance costs | Carrying Amount | Fair Value | ||||||
Amount | Leveling | |||||||||
Cash Convertible Notes due 2023 | $400,000 | ($24,851) | $375,149 | $547,256 | Level 1 | |||||
Cash Convertible Notes due 2024 | 500,000 | (53,497) | 446,503 | 647,100 | Level 1 | |||||
Convertible Notes due 2027(1) | 445,949 | (3,196) | 442,753 | 536,400 | Level 1 | |||||
U.S. Private Placement | 327,000 | (161) | 326,839 | 331,566 | Level 2 | |||||
German Private Placement (2017 Schuldschein) | 294,738 | (234) | 294,504 | 296,587 | Level 2 | |||||
$1,967,687 | ($81,939) | $1,885,748 | $2,358,909 | |||||||
Years ending December 31, (in thousands) | Carrying value | Loans (fixed and floating-rate) | Convertible notes (fixed-rate) | Total future contractual cash obligations | ||||
2023 | $389,552 | $14,776 | $395,952 | $410,728 | ||||
2024 | 565,587 | 115,058 | 468,664 | 583,722 | ||||
2025 | 54,803 | 66,882 | — | 66,882 | ||||
2026 | — | 11,129 | — | 11,129 | ||||
2027 | 556,083 | 122,453 | 443,285 | 565,738 | ||||
Thereafter | 241,374 | 275,113 | — | 275,113 | ||||
$1,807,399 | $605,411 | $1,307,901 | $1,913,312 |
Years ending December 31, (in thousands) | Carrying value | Loans (fixed and floating-rate) | Convertible notes (fixed-rate) | Total future contractual cash obligations(1) | ||||
2022 | $845,655 | $482,749 | $7,000 | $489,749 | ||||
2023 | — | 2,353 | 381,549 | 383,902 | ||||
2024 | 580,946 | 136,036 | 450,836 | 586,872 | ||||
2025 | — | 264 | — | 264 | ||||
2026 | — | 264 | — | 264 | ||||
Thereafter | 459,147 | 16,574 | 442,753 | 459,327 | ||||
$1,885,748 | $638,240 | $1,282,138 | $1,920,378 |
(in thousands) | 2022 | 2021 | ||
Coupon interest | $7,000 | $7,000 | ||
Amortization of original issuance discount | 30,170 | 28,864 | ||
Amortization of debt issuance costs | 2,593 | 2,521 | ||
Total interest expense related to the Cash Convertible Notes | $39,763 | $38,385 |
Cash Convertible Notes | Annual Interest Rate | Date of Interest Payments | Maturity Date | Contingent Conversion Period | Conversion Rate per $200,000 Principal Amount | |||||
2023 Notes | 0.500% | March 13 and September 13 | September 13, 2023 | From October 24, 2017 to March 13, 2023 | 4,829.7279 | |||||
2024 Notes | 1.000% | May 13 and November 13 | November 13, 2024 | From December 24, 2018 to August 2, 2024 | 4,360.3098 |
Cash convertible notes | Issued on | Number of share warrants (in millions) | Exercise price per share | Proceeds from issuance of warrants, net of issuance costs (in millions) | Warrants expire over a period of 50 trading days beginning on | |||||
2023 | September 13, 2017 | 9.7 | $49.9775 | $45.3 | June 26, 2023 | |||||
2024 | November 13, 2018 | 10.9 | $50.2947 | $72.4 | August 27, 2024 |
Currency | Notional Amount | Interest Rate | Maturity | 2022 | 2021 | |||||
EUR | €21.5 million | Fixed 0.68% | October 2022 | $— | $24,340 | |||||
EUR | €64.5 million | Floating EURIBOR + 0.5% | October 2022 | — | 73,020 | |||||
USD | $45.0 million | Floating LIBOR + 1.2% | October 2022 | — | 44,976 | |||||
EUR | €25.0 million | Floating EURIBOR + 0.5% | October 2022 | — | 28,298 | |||||
EUR | €64.0 million | Fixed 1.09% | June 2024 | 68,215 | 72,405 | |||||
EUR | €31.0 million | Floating EURIBOR + 0.7% | June 2024 | 33,041 | 35,071 | |||||
EUR | €14.5 million | Fixed 1.61% | June 2027 | 15,443 | 16,394 | |||||
$116,699 | $294,504 |
Currency | Notional Amount | Interest Rate | Maturity | 2022 | ||||
EUR | €51.5 million | Floating 6M EURIBOR + 0.55% | July 2025 | $54,803 | ||||
EUR | €62.0 million | Fixed 2.741% | July 2027 | 65,967 | ||||
EUR | €29.5 million | Floating 6M EURIBOR + 0.70% | July 2027 | 31,388 | ||||
EUR | €37.0 million | Fixed 3.044% | July 2029 | 39,365 | ||||
EUR | €103.0 million | Floating 6M EURIBOR + 0.85% | July 2029 | 109,585 | ||||
EUR | €9.5 million | Fixed 3.386% | July 2032 | 10,107 | ||||
EUR | €7.5 million | Floating 6M EURIBOR + 1.0% | July 2032 | 7,979 | ||||
EUR | €70.0 million | Fixed 3.04% | August 2035 | 74,338 | ||||
$393,532 |
(in thousands) | 2022 | 2021 | ||
Current income tax charge | $98,642 | $125,768 | ||
Adjustment in respect of current income tax of previous years | (5,447) | 3,483 | ||
Current income tax | 93,195 | 129,251 | ||
Origination and reversal of temporary differences | (1,267) | (12,837) | ||
Changes in tax rates | (943) | (2,366) | ||
Deferred income tax | (2,210) | (15,203) | ||
Total income tax | $90,985 | $114,048 |
2022 | 2021 | |||||||
(in thousands) | Amount | Percent | Amount | Percent | ||||
Income before tax | $666,646 | — | $651,102 | — | ||||
At Dutch statutory income tax rate of 25.8% and 25.0%, respectively | 171,995 | 25.8% | 162,775 | 25.0% | ||||
Taxation of foreign operations, net(1) | (25,116) | (3.8)% | (46,266) | (7.1)% | ||||
Tax impact from (deductible) non-deductible items(2) | (47,826) | (7.2)% | 5,785 | 0.9% | ||||
Prior year taxes | (5,447) | (0.8)% | 3,483 | 0.5% | ||||
Changes in tax rates impacting deferred taxes | (943) | (0.1)% | (2,366) | (0.4)% | ||||
Other | (1,678) | (0.3)% | (9,363) | (1.4)% | ||||
Total income tax | $90,985 | 13.6% | $114,048 | 17.5% | ||||
(in thousands) | 2022 | 2021 | ||
Balance at beginning of year | $103,618 | $100,092 | ||
Additions based on tax positions related to the current year | 9,754 | 6,629 | ||
Additions for tax positions of prior years | 4,544 | 5,036 | ||
Decrease related to settlements | (23,346) | — | ||
Decrease for tax position of prior years | (8,958) | (266) | ||
Decrease due to lapse of statute of limitations | (580) | (344) | ||
Decrease from currency translation | (5,749) | (7,529) | ||
Balance at end of year | $79,283 | $103,618 |
(in thousands) | 2022 | 2021 | Change | |||
Intangibles | $33,510 | $4,066 | $29,444 | |||
Net operating loss and credit carryforward | 31,890 | 46,527 | (14,637) | |||
Inventory | 30,194 | 38,046 | (7,852) | |||
Equity awards | 27,734 | 31,677 | (3,943) | |||
Accrued liabilities | 27,544 | 26,513 | 1,031 | |||
Depreciation and amortization | 4,032 | 6,046 | (2,014) | |||
Convertible debt | 3,621 | 5,231 | (1,610) | |||
Disallowed interest carryforwards | 1,511 | 16,219 | (14,708) | |||
Other | 6,479 | 7,287 | (808) | |||
Offsetting | (77,075) | (64,247) | (12,828) | |||
Deferred tax asset | 89,440 | 117,365 | (27,925) | |||
Intangibles | (55,921) | (62,585) | 6,664 | |||
Depreciation and amortization | (42,453) | (36,888) | (5,565) | |||
Other | (4,817) | (10,012) | 5,195 | |||
Offsetting | 77,075 | 64,247 | 12,828 | |||
Deferred tax (liability) | (26,116) | (45,238) | 19,122 | |||
Net deferred tax asset | $63,324 | $72,127 | ($8,803) |
(in thousands) | 2022 | 2021 | ||
Change in deferred tax recognized in income | $2,210 | $15,203 | ||
Change in deferred tax recognized in equity(1) | (7,764) | (3,385) | ||
Change in deferred tax related to business combinations(2) | (3,249) | 17,335 | ||
Change in deferred tax | ($8,803) | $29,153 |
(in thousands, except per share data) | 2022 | 2021 | ||
Net income | $575,661 | $537,054 | ||
Weighted average number of common shares used to compute basic net income per common share | 227,577 | 227,983 | ||
Dilutive effect of stock options and restricted stock units | 2,555 | 3,403 | ||
Dilutive effect of outstanding warrants | 4 | 648 | ||
Weighted average number of common shares used to compute diluted net income per common share | 230,136 | 232,034 | ||
Outstanding options and awards having no dilutive effect, not included in above calculation | 146 | 8 | ||
Outstanding warrants having no dilutive effect, not included in above calculation | 20,556 | 19,912 | ||
Basic earnings per common share | $2.53 | $2.36 | ||
Diluted earnings per common share | $2.50 | $2.31 |
Years ending December 31, (in thousands) | Purchase Commitments | License & Royalty Commitments | ||
2023 | $49,311 | $3,804 | ||
2024 | 32,559 | 2,075 | ||
2025 | 22,362 | 1,718 | ||
2026 | 11,296 | 1,133 | ||
2027 | 11,508 | 1,170 | ||
Thereafter | 211 | 8,641 | ||
$127,247 | $18,541 |
Years ending December 31, (in thousands) | Purchase Commitments | License & Royalty Commitments | ||
2022 | $115,180 | $6,701 | ||
2023 | 14,897 | 3,941 | ||
2024 | 9,250 | 1,994 | ||
2025 | — | 1,483 | ||
2026 | — | 793 | ||
Thereafter | — | 2,885 | ||
$139,327 | $17,797 |
Net sales (in thousands) | 2022 | 2021 | ||
Americas: | ||||
United States | $909,616 | $909,690 | ||
Other Americas | 88,139 | 97,686 | ||
Total Americas | 997,755 | 1,007,376 | ||
Europe, Middle East and Africa | 734,971 | 814,417 | ||
Asia Pacific, Japan and Rest of World | 410,294 | 429,864 | ||
Total | $2,143,020 | $2,251,657 |
Long-lived assets (in thousands) | 2022 | 2021 | ||
Americas: | ||||
United States | $2,240,041 | $2,295,161 | ||
Other Americas | 9,874 | 10,094 | ||
Total Americas | 2,249,915 | 2,305,255 | ||
Germany | 694,025 | 676,152 | ||
Other Europe, Middle East and Africa | 593,403 | 605,109 | ||
Asia Pacific, Japan and Rest of World | 229,504 | 241,296 | ||
Total | $3,766,847 | $3,827,812 |
Stock Options (in thousands) | Weighted Average Exercise Price US$ | |||
Outstanding at January 1, 2022 | 18 | $17.79 | ||
Exercised | (7) | $16.55 | ||
Expired | (2) | $18.68 | ||
Outstanding at December 31, 2022 | 9 | $18.68 | ||
Vested at December 31, 2022 | 9 | $18.68 | ||
Vested and expected to vest at December 31, 2022 | 9 | $18.68 |
Stock Options (in thousands) | Weighted Average Exercise Price US$ | |||
Outstanding at January 1, 2021 | 427 | $19.28 | ||
Exercised | (409) | $19.34 | ||
Outstanding at December 31, 2021 | 18 | $17.79 | ||
Vested at December 31, 2021 | 18 | $17.79 | ||
Vested and expected to vest at December 31, 2021 | 18 | $17.79 |
(in thousands) | 2022 | 2021 | ||
Outstanding at January 1st | 3,981 | 5,133 | ||
Granted | 955 | 739 | ||
Released | (1,164) | (1,031) | ||
Forfeited | (1) | (860) | ||
Outstanding at December 31st | 3,771 | 3,981 | ||
Vested and expected to vest at December 31st | 3,467 | 3,526 |
(in thousands) | 2022 | 2021 | ||
Cost of sales | $2,577 | $40 | ||
Research and development | 6,504 | 4,909 | ||
Sales and marketing | 16,076 | 13,630 | ||
General and administrative | 24,350 | 19,812 | ||
Share-based compensation expense before taxes | 49,507 | 38,391 | ||
Less: Income tax benefit (1) | 10,670 | 9,998 | ||
Net share-based compensation expense | $38,837 | $28,393 |
(in thousands) | 2022 | 2021 | ||
Salaries and wages | $338,894 | $351,182 | ||
Social security and pension | 137,987 | 129,784 | ||
Share-based payment expense | 49,507 | 38,391 | ||
Termination costs | 4,121 | 2,534 | ||
Other | 86,148 | 85,655 | ||
Personnel costs | $616,657 | $607,546 |
(in thousands) | 2022 | 2021 | ||
Cost of sales | $149,484 | $154,402 | ||
Research and development expense | 102,936 | 96,966 | ||
Sales and marketing expense | 283,366 | 277,781 | ||
General and administrative expense | 80,871 | 78,397 | ||
Personnel costs | $616,657 | $607,546 |
Employees | 2022 | 2021 | ||
Headcount at December 31 | 6,178 | 6,028 | ||
Thereof employed in The Netherlands | 62 | 57 |
(in thousands) | 2022 | 2021 | ||
Net sales | $8,474 | $9,089 |
(in thousands) | 2022 | 2021 | ||
Trade accounts receivable | $5,136 | $3,868 | ||
Other current assets | $11,929 | $16,956 | ||
Other non-current assets | $103 | $61 | ||
Trade and other accounts payable | $2,708 | $4,149 | ||
Other current liabilities | $3,518 | $1,558 |
For the year ended December 31, 2022 (in thousands) | Thierry Bernard | Roland Sackers | ||
Fixed Salary | $950 | $557 | ||
Other (1) | 37 | 40 | ||
Total fixed income 2022 | 987 | 597 | ||
Short-term variable cash bonus | 1,545 | 617 | ||
Total short-term income 2022 | 2,532 | 1,214 | ||
Defined contribution on benefit plan | 143 | 114 | ||
Total compensation (excluding long-term share-based compensation) | $2,675 | $1,328 |
For the year ended December 31, 2021 (in thousands) | Thierry Bernard | Roland Sackers | ||
Fixed Salary | $900 | $606 | ||
Other (1) | 40 | 96 | ||
Total fixed income 2021 | 940 | 702 | ||
Short-term variable cash bonus | 1,076 | 476 | ||
Total short-term income 2021 | 2,016 | 1,178 | ||
Defined contribution on benefit plan | 90 | 128 | ||
Total compensation (excluding long-term share-based compensation) | $2,106 | $1,306 |
For the year ended December 31, 2022 (in thousands, except for number of share grants) | Fixed remuneration | Committee Chair | Committee membership | Total (1) | Number of restricted stock units granted | |||||
Lawrence A. Rosen | $150.0 | 18.0 | 26.0 | $194.0 | 6,980 | |||||
Dr. Metin Colpan | $57.5 | 18.0 | 11.0 | $86.5 | 6,980 | |||||
Thomas Ebeling | $57.5 | — | 11.0 | $68.5 | 6,980 | |||||
Dr. Toralf Haag | $57.5 | 25.0 | — | $82.5 | 6,980 | |||||
Dr. Ross L. Levine | $57.5 | — | 11.0 | $68.5 | 6,980 | |||||
Dr. Elaine Mardis | $57.5 | — | 22.0 | $79.5 | 6,980 | |||||
Dr. Eva Pisa (2) | $28.8 | — | 5.5 | $34.3 | — | |||||
Elizabeth E. Tallett | $57.5 | 18.0 | 26.0 | $101.5 | 6,980 |
For the year ended December 31, 2021 (in thousands, except for number of share grants) | Fixed remuneration | Committee Chair | Committee membership | Total (1) | Number of restricted stock units granted | |||||
Lawrence A. Rosen | $150.0 | 32.6 | 17.2 | $199.8 | 7,482 | |||||
Dr. Metin Colpan | $57.5 | 18.0 | 11.0 | $86.5 | 7,482 | |||||
Thomas Ebeling(2) | $47.9 | — | 5.5 | $53.4 | 7,482 | |||||
Dr. Toralf Haag | $57.5 | 10.4 | 8.8 | $76.7 | 7,482 | |||||
Dr. Ross L. Levine | $57.5 | — | 11.0 | $68.5 | 7,482 | |||||
Dr. Elaine Mardis | $57.5 | — | 22.0 | $79.5 | 7,482 | |||||
Elizabeth E. Tallett | $57.5 | 18.0 | 26.0 | $101.5 | 7,482 | |||||
Stéphane Bancel(3) | $28.8 | — | 1.2 | $30.0 | 7,482 |
Carrying amount | Fair value | |||||||||||||||
(in thousands) | FV hedging instrument | Amortized cost | Fair value through profit or loss | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||
Cash and cash equivalents | $— | $730,271 | $— | $730,271 | $— | $— | $— | $— | ||||||||
Trade accounts receivable | — | 323,750 | — | 323,750 | — | — | — | — | ||||||||
Financial assets, current | — | 15,000 | 672,597 | 687,597 | 79,600 | 592,997 | — | 672,597 | ||||||||
Financial assets, non-current | — | — | 5,329 | 5,329 | — | — | 5,329 | 5,329 | ||||||||
Equity options | — | — | 221,769 | 221,769 | — | 221,769 | — | 221,769 | ||||||||
Foreign exchange forwards and options | — | — | 8,946 | 8,946 | — | 8,946 | — | 8,946 | ||||||||
Interest rate contracts - cash flow hedge | 12,256 | — | — | 12,256 | — | 12,256 | — | 12,256 | ||||||||
Assets | $12,256 | $1,069,021 | $908,641 | $1,989,918 | $79,600 | $835,968 | $5,329 | $920,897 | ||||||||
Lease liabilities(1) | $— | ($93,626) | $— | ($93,626) | $— | $— | $— | $— | ||||||||
Trade accounts payable | — | (98,734) | — | (98,734) | — | — | — | — | ||||||||
Foreign exchange forwards and options | — | — | (8,356) | (8,356) | — | (8,356) | — | (8,356) | ||||||||
Interest rate contracts - cash flow hedge | (36,982) | — | — | (36,982) | — | (36,982) | — | (36,982) | ||||||||
Equity options | — | — | (222,632) | (222,632) | — | (222,632) | — | (222,632) | ||||||||
Warrants and embedded conversion option | — | — | (186,776) | (186,776) | — | (186,776) | — | (186,776) | ||||||||
Contingent consideration | — | — | (18,088) | (18,088) | — | — | (18,088) | (18,088) | ||||||||
Liabilities | ($36,982) | ($192,360) | ($435,852) | ($665,194) | $— | ($454,746) | ($18,088) | ($472,834) | ||||||||
Carrying amount | Fair value | |||||||||||||||
(in thousands) | FV hedging instrument | Amortized cost | Fair value through profit or loss | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||
Cash and cash equivalents | $— | $879,884 | $— | $879,884 | $— | $— | $— | $— | ||||||||
Trade accounts receivable | — | 362,131 | — | 362,131 | — | — | — | — | ||||||||
Financial assets, current | — | 45,000 | 139,785 | 184,785 | — | 139,785 | — | 139,785 | ||||||||
Financial assets, non-current | — | — | 3,945 | 3,945 | — | — | 3,945 | 3,945 | ||||||||
Equity options | — | — | 352,571 | 352,571 | — | 352,571 | — | 352,571 | ||||||||
Foreign exchange forwards and options | — | — | 11,172 | 11,172 | — | 11,172 | — | 11,172 | ||||||||
Interest rate contracts - fair value hedge | 1,971 | — | — | 1,971 | — | 1,971 | — | 1,971 | ||||||||
Assets | $1,971 | $1,287,015 | $507,473 | $1,796,459 | $— | $505,499 | $3,945 | $509,444 | ||||||||
Lease liabilities(1) | $— | ($98,582) | $— | ($98,582) | $— | $— | $— | $— | ||||||||
Trade accounts payable | — | (101,224) | — | (101,224) | — | — | — | — | ||||||||
Foreign exchange forwards and options | — | — | (19,250) | (19,250) | — | (19,250) | — | (19,250) | ||||||||
Interest rate contracts | (628) | — | — | (628) | — | (628) | — | (628) | ||||||||
Equity options | — | — | (353,859) | (353,859) | — | (353,859) | — | (353,859) | ||||||||
Warrants and embedded conversion option | — | — | (347,869) | (347,869) | — | (347,869) | — | (347,869) | ||||||||
Contingent consideration | — | — | (24,100) | (24,100) | — | — | (24,100) | (24,100) | ||||||||
Liabilities | ($628) | ($199,806) | ($745,078) | ($945,512) | $— | ($721,606) | ($24,100) | ($745,706) | ||||||||
(in thousands) | 2022 | 2021 | ||
Balance at beginning of year | ($24,100) | ($23,593) | ||
Changes in fair value | 112 | (507) | ||
Payments | 5,900 | — | ||
Balance at end of year | ($18,088) | ($24,100) |
As of December 31, 2022 | As of December 31, 2021 | |||||||
(in thousands) | 10% higher | 10% lower | 10% higher | 10% lower | ||||
Currency | ||||||||
Euro (EUR) | ($9,088) | $9,081 | $17,590 | ($17,590) | ||||
Australian Dollar (AUD) | 846 | (846) | 435 | (435) | ||||
Swedish Krona (SEK) | 567 | (693) | 563 | (688) | ||||
Japanese Yen (JPY) | (96) | 94 | 79 | (97) | ||||
Canadian Dollar (CAD) | 167 | (205) | (572) | 699 | ||||
Singapore Dollar (SGD) | (539) | 660 | (603) | 737 | ||||
Swiss Franc (CHF) | (1,982) | 2,430 | 47,016 | (57,603) | ||||
Pound Sterling (GBP) | (2,210) | 2,210 | (4,178) | 4,178 | ||||
Turkish Lira (TRY) | 1,190 | (1,434) | 1,095 | (1,359) | ||||
South Korean Won (KRW) | 177 | (190) | 222 | (271) | ||||
Chinese Yuan (CNY) | (3,545) | 4,402 | 241 | (294) | ||||
Norwegian Krone (NOK) | 152 | (186) | 257 | (314) | ||||
Polish Zloty (PLN) | (254) | 311 | 177 | (217) | ||||
Thai Baht (THB) | 1,982 | (1,861) | 1,465 | (725) | ||||
Indian Rupee (INR) | (137) | 167 | — | — | ||||
Mexican Peso (MXN) | — | — | (415) | 506 | ||||
Total | ($12,770) | $13,940 | $63,372 | ($73,473) | ||||
Contractual Obligations (in thousands) | Payments Due by Period | |||||||||||||
Total | 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | ||||||||
Financial debt(1) | $1,913,312 | $410,728 | $583,722 | $66,882 | $11,129 | $565,738 | $275,113 | |||||||
Purchase obligations | 127,247 | 49,311 | 32,559 | 22,362 | 11,296 | 11,508 | 211 | |||||||
Lease obligations | 100,940 | 23,747 | 18,693 | 13,598 | 9,361 | 7,285 | 28,256 | |||||||
License and royalty payments | 18,541 | 3,804 | 2,075 | 1,718 | 1,133 | 1,170 | 8,641 | |||||||
Total contractual cash obligations | $2,160,040 | $487,590 | $637,049 | $104,560 | $32,919 | $585,701 | $312,221 | |||||||
2022 | 2021 | |||||||
(in thousands) | Current Asset | Non-current Asset | Current Asset | Non-current Asset | ||||
Assets: | ||||||||
Derivative instruments designated as hedges | ||||||||
Interest rate contracts - cash flow hedge (1) | $— | $12,256 | $— | $— | ||||
Interest rate contracts - fair value hedge (1) | — | — | 1,971 | — | ||||
Total derivative instruments designated as hedges | $— | $12,256 | $1,971 | $— | ||||
Undesignated derivative instruments | ||||||||
Equity options | $102,671 | $119,098 | $162,141 | $190,430 | ||||
Foreign exchange forwards and options | 8,946 | — | 11,172 | — | ||||
Total undesignated derivative instruments | $111,617 | $119,098 | $173,313 | $190,430 | ||||
Total derivative assets | $111,617 | $131,354 | $175,284 | $190,430 | ||||
2022 | 2021 | |||||||
(in thousands) | Current Liability | Non-current Liability | Current Liability | Non-current Liability | ||||
Liabilities: | ||||||||
Derivative instruments designated as hedges | ||||||||
Interest rate contracts - cash flow hedge (1) | $— | ($36,982) | $— | ($628) | ||||
Interest rate contracts - fair value hedge (1) | — | — | — | — | ||||
Total derivative instruments designated as hedges | $— | ($36,982) | $— | ($628) | ||||
Undesignated derivative instruments | ||||||||
Equity options | ($102,896) | ($119,736) | ($162,608) | ($191,251) | ||||
Warrants and embedded conversion option | (49,769) | (137,007) | (110,346) | (237,523) | ||||
Foreign exchange forwards and options | (8,356) | — | (19,250) | — | ||||
Total undesignated derivative instruments | ($161,021) | ($256,743) | ($292,204) | ($428,774) | ||||
Total derivative liabilities | ($161,021) | ($293,725) | ($292,204) | ($429,402) | ||||
2022 | 2021 | |||
(in thousands) | Other financial results | Other financial results | ||
Total amounts presented in the Consolidated Income Statements in which the effects of cash flow and fair value hedges are recorded | $165,565 | $62,353 | ||
Gains (Losses) on Derivatives in Cash Flow Hedges | ||||
Interest rate contracts | ||||
Amount of (loss) gain reclassified from accumulated other comprehensive income | $21,940 | ($17,010) | ||
Amounts excluded from effectiveness testing | — | — | ||
Gains (Losses) on Derivatives in Fair Value Hedges | ||||
Interest rate contracts | ||||
Hedged item | 1,971 | 3,072 | ||
Derivatives designated as hedging instruments | (1,971) | (3,072) | ||
Gains (Losses) Derivatives Not Designated as Hedging Instruments | ||||
Equity options | (130,801) | (23,882) | ||
Cash convertible notes embedded cash conversion option | 131,227 | 28,154 | ||
Warrants and embedded conversion option | 161,093 | 25,348 | ||
Foreign exchange contracts | 72,641 | 10,333 | ||
Total gain (loss) | $256,100 | $22,943 |
Carrying Amount of the Hedged Liabilities | ||||
(in thousands) | 2022 | 2021 | ||
Current financial debts | $— | ($126,946) | ||
Non-current financial debt | $— | $— | ||
(in thousands, except of ratio) | 2022 | 2021 | ||
Shareholders' equity attributable to equity holders of the parent | $3,389,293 | $2,858,892 | ||
Total assets | $6,351,748 | $6,208,790 | ||
Shareholders' equity ratio in % | 53% | 46% |
(in thousands) | 12/30/2021 | Cash flows | Amortization of debt discount and issuance costs (1) | Foreign currency and other(2) | 12/31/2022 | |||||
Cash convertible notes | $821,652 | $— | $32,231 | $— | $853,883 | |||||
Convertible notes | 442,753 | — | 532 | — | 443,285 | |||||
Private Placement | 326,839 | (327,000) | 161 | — | — | |||||
German Private Placement (Schuldschein) | 294,504 | 218,449 | 196 | (2,918) | 510,231 | |||||
Total non-current debt | 1,885,748 | (108,551) | 33,120 | (2,918) | 1,807,399 | |||||
Lease liability | 98,582 | (28,595) | — | 23,639 | 93,626 | |||||
Total liabilities from financing activities | $1,984,330 | ($137,146) | $33,120 | $20,721 | $1,901,025 |
(in thousands) | 12/30/2020 | Cash flows | Amortization of debt discount and issuance costs (1) | Foreign currency and other(2) | 12/31/2021 | |||||
Cash convertible notes | $791,000 | ($200) | $30,852 | $— | $821,652 | |||||
Convertible notes | 442,481 | — | 272 | — | 442,753 | |||||
Private Placement | 326,675 | — | 164 | — | 326,839 | |||||
German Private Placement (Schuldschein) | 357,551 | (41,145) | 130 | (22,032) | 294,504 | |||||
Total non-current debt | 1,917,707 | (41,345) | 31,418 | (22,032) | 1,885,748 | |||||
Lease liability | 109,035 | (29,458) | — | 19,005 | 98,582 | |||||
Total liabilities from financing activities | $2,026,742 | ($70,803) | $31,418 | ($3,027) | $1,984,330 |
Company Name | Jurisdiction of Incorporation | Ownership | Voting Rights | |||
Amnisure International LLC | USA | 100% | 100% | |||
BLIRT S.A. | Poland | 100% | 100% | |||
Cellestis Pty. Ltd. | Australia | 100% | 100% | |||
DIALUNOX GmbH(1) | Germany | 100% | 100% | |||
Life Biotech Partners B.V. | Netherlands | 100% | 100% | |||
NeuMoDx Inc. | USA | 100% | 100% | |||
STAT-Dx Life S.L. | Spain | 100% | 100% | |||
QIAGEN Aarhus A/S | Denmark | 100% | 100% | |||
QIAGEN AB | Sweden | 100% | 100% | |||
QIAGEN AG | Switzerland | 100% | 100% | |||
QIAGEN Australia Holding Pty. Ltd. | Australia | 100% | 100% | |||
QIAGEN Benelux B.V. | Netherlands | 100% | 100% | |||
QIAGEN Beverly LLC | USA | 100% | 100% | |||
QIAGEN Business Management MEA Ltd. | UAE | 100% | 100% | |||
QIAGEN Business Services (Manila), Inc. | Philippines | 100% | 100% | |||
QIAGEN Business Services S.p.z.o.o. | Poland | 100% | 100% | |||
QIAGEN China (Shanghai) Co. Ltd. | China | 100% | 100% |
QIAGEN Luxembourg SARL | Luxembourg | 100% | 100% | |||
QIAGEN Deutschland Holding GmbH | Germany | 100% | 100% | |||
QIAGEN Distribution B.V. | Netherlands | 100% | 100% | |||
QIAGEN France S.A.S. | France | 100% | 100% | |||
QIAGEN Gaithersburg LLC | USA | 100% | 100% | |||
QIAGEN GmbH | Germany | 100% | 100% | |||
QIAGEN Hamburg GmbH(1) | Germany | 100% | 100% | |||
QIAGEN Healthcare Biotechnologies Limited(2) | U.K. | 100% | 100% | |||
QIAGEN Healthcare Biotechnologies Systems Limited(2) | U.K. | 100% | 100% | |||
QIAGEN Hong Kong Pte. Ltd. | China | 100% | 100% | |||
QIAGEN Inc. | Canada | 100% | 100% | |||
QIAGEN India Pvt. Ltd. | India | 100% | 100% | |||
QIAGEN K.K. | Japan | 100% | 100% | |||
QIAGEN Korea Ltd. | Korea (South) | 100% | 100% | |||
QIAGEN LLC | USA | 100% | 100% | |||
QIAGEN Ltd. | U.K. | 100% | 100% | |||
QIAGEN Manchester Ltd. | U.K. | 100% | 100% | |||
QIAGEN Marseille S.A. | France | 100% | 100% | |||
QIAGEN North American Holdings Inc. | USA | 100% | 100% | |||
QIAGEN Pty. Ltd. | Australia | 100% | 100% | |||
QIAGEN Redwood City Inc. | USA | 100% | 100% | |||
QIAGEN Sciences LLC | USA | 100% | 100% | |||
QIAGEN Shared Services LLC | USA | 100% | 100% | |||
QIAGEN Singapore Pte. Ltd. | Singapore | 100% | 100% | |||
QIAGEN S.r.l. | Italy | 100% | 100% | |||
QIAGEN U.S. Finance LLC | USA | 100% | 100% |
(in thousands) | 2022 | 2021 | ||
Audit fees | $2,771 | $2,971 | ||
-thereof: KPMG Accountants N.V. | 298 | 373 | ||
Audit-related fees | 42 | — | ||
Tax fees | 314 | 300 | ||
All other fees | — | — | ||
Total service fees to external auditors | $3,127 | $3,271 |
As of December 31, | ||||||
(in thousands) | Note | 2022 | 2021 | |||
Assets | ||||||
Fixed assets: | ||||||
Intangible fixed assets: | ||||||
Goodwill | (2) | $229,407 | $198,888 | |||
Tangible fixed assets: | ||||||
Property, plant and equipment | (3) | 624 | 476 | |||
Right-of-use assets | (3) | 989 | 1,073 | |||
Financial fixed assets: | ||||||
Non-current financial assets | (4) | 656 | 656 | |||
Financial fixed assets | (4) | 5,129,791 | 5,344,330 | |||
Fair value of derivative financial instruments | (9) | 131,354 | 190,430 | |||
Other financial fixed assets | (4) | 4,098 | 1,722 | |||
Total fixed assets | 5,496,919 | 5,737,575 | ||||
Current assets: | ||||||
Trade and other receivables: | ||||||
Receivables from group companies | (5) | 226,697 | 217,098 | |||
Prepaid and other current assets | (5) | 29,020 | 22,014 | |||
Securities: | ||||||
Current financial assets | (4) | 687,597 | 184,785 | |||
Fair value of derivative financial instruments | (9) | 111,617 | 175,284 | |||
Cash and cash equivalents: | ||||||
Cash and cash equivalents | 632,535 | 746,676 | ||||
Total current assets | 1,687,466 | 1,345,857 | ||||
Total assets | $7,184,385 | $7,083,432 | ||||
As of December 31, | ||||||
(in thousands) | Note | 2022 | 2021 | |||
Liabilities and equity | ||||||
Shareholders' equity: | ||||||
Common shares | (6) | $2,433 | $2,731 | |||
Share premium | (7) | 1,921,972 | 1,877,704 | |||
Legal reserves | (7) | (314,821) | (285,118) | |||
Other reserves | (7) | 645 | (588) | |||
Treasury shares | (160,188) | (189,730) | ||||
Retained earnings | 1,363,591 | 916,839 | ||||
Net income for the period | 575,661 | 537,054 | ||||
Total shareholders' equity | 3,389,293 | 2,858,892 | ||||
Non-current liabilities: | ||||||
Non-current financial debts | (8) | 1,417,847 | 1,040,093 | |||
Fair value of derivative financial instruments | (9) | 293,725 | 429,402 | |||
Other non-current liabilities | 10,530 | 787 | ||||
Total non-current liabilities | 1,722,102 | 1,470,282 | ||||
Current liabilities: | ||||||
Current portion of non-current financial debts | (8) | 389,552 | 845,655 | |||
Accounts payable trade | 772 | 996 | ||||
Payables to group companies | 1,477,217 | 1,572,316 | ||||
Fair value of derivative financial instruments | (9) | 161,021 | 292,204 | |||
Accrued liabilities | 44,428 | 43,087 | ||||
Total current liabilities | 2,072,990 | 2,754,258 | ||||
Total liabilities and shareholders' equity | $7,184,385 | $7,083,432 | ||||
Years ended December 31, | ||||||
(in thousands) | Note | 2022 | 2021 | |||
Other income | $— | $53 | ||||
Operating expenses: | ||||||
Sales and marketing expense | (518) | (535) | ||||
General and administrative expense | (25,590) | (49,362) | ||||
Restructuring, acquisition, integration and other, net | (5) | (10,086) | (1,846) | |||
Other operating expense | (108) | (141) | ||||
Total operating expenses, net | (36,302) | (51,884) | ||||
Loss from operations | (36,302) | (51,831) | ||||
Financial income | (4) | 101,302 | 86,506 | |||
Financial expense | (8) | (57,459) | (53,228) | |||
Other financial results | (9) | 168,533 | 19,968 | |||
Total finance income, net | 212,376 | 53,246 | ||||
Income before income taxes | 176,074 | 1,415 | ||||
Income tax expenses | (10) | (3,916) | — | |||
Income after income tax | 172,158 | 1,415 | ||||
Share in results from participating interests, after tax | (4) | 403,503 | 535,639 | |||
Net income for the period | $575,661 | $537,054 | ||||
Common shares | Share premium | Retained earnings | Net Result | Legal reserves | Other reserves | Treasury shares | Total shareholders' equity | |||||||||||||||
(in thousands) | Note | Shares | Amount | Shares | Amount | |||||||||||||||||
Balance at January 1, 2021 | 230,829 | $2,634 | $1,840,115 | $892,420 | $73,640 | ($206,860) | ($599) | (2,844) | ($118,301) | $2,483,049 | ||||||||||||
Appropriation of prior year net loss | — | — | — | 73,640 | (73,640) | — | — | — | — | — | ||||||||||||
Net income for period | — | — | — | — | 537,054 | — | — | — | — | 537,054 | ||||||||||||
Effect from capitalized development costs | (7) | — | — | — | (4,911) | — | 4,911 | — | — | — | — | |||||||||||
Effect from foreign currency translation | (7) | — | 97 | — | (97) | — | (107,682) | — | — | — | (107,682) | |||||||||||
Effect from derivative hedges | (7) | — | — | — | — | — | 24,513 | — | — | — | 24,513 | |||||||||||
Effect from pension reserve | (7) | — | — | — | — | — | — | 11 | — | — | 11 | |||||||||||
Purchase of treasury shares | — | — | — | — | — | — | — | (1,891) | (99,987) | (99,987) | ||||||||||||
Tax benefit of employee stock plans | — | — | (802) | — | — | — | — | — | — | (802) | ||||||||||||
Stock awards and options | — | — | 38,391 | (44,213) | — | — | — | 1,441 | 52,132 | 46,310 | ||||||||||||
Tax withholding related to vesting of stock awards | — | — | — | — | — | — | — | (461) | (23,574) | (23,574) | ||||||||||||
Balance at December 31, 2021 | 230,829 | $2,731 | $1,877,704 | $916,839 | $537,054 | ($285,118) | ($588) | (3,755) | ($189,730) | $2,858,892 | ||||||||||||
Common shares | Share premium | Retained earnings | Net Result | Legal reserves | Other reserves | Treasury shares | Total shareholders' equity | |||||||||||||||
Note | Shares | Amount | Shares | Amount | ||||||||||||||||||
Balance at December 31, 2021 | 230,829 | $2,731 | $1,877,704 | $916,839 | $537,054 | ($285,118) | ($588) | (3,755) | ($189,730) | $2,858,892 | ||||||||||||
IAS 29 Hyperinflationary accounting | (1) | — | — | — | (30,359) | — | 43,951 | — | — | — | 13,592 | |||||||||||
Balance at January 1, 2022 | 230,829 | 2,731 | 1,877,704 | 886,480 | 537,054 | (241,167) | (588) | (3,755) | (189,730) | 2,872,484 | ||||||||||||
Appropriation of prior year net income | — | — | — | 537,054 | (537,054) | — | — | — | — | — | ||||||||||||
Net income for period | — | — | — | — | 575,661 | — | — | — | — | 575,661 | ||||||||||||
Effect from capitalized development costs | (7) | — | — | — | (5,463) | — | 5,463 | — | — | — | — | |||||||||||
Effect from foreign currency translation | (7) | — | (298) | — | 298 | — | (62,235) | — | — | — | (62,235) | |||||||||||
Effect from derivative hedges | (7) | — | — | — | — | — | (16,882) | — | — | — | (16,882) | |||||||||||
Effect from pension reserve | (7) | — | — | — | — | — | — | 1,233 | — | — | 1,233 | |||||||||||
Purchase of treasury shares | — | — | — | — | — | — | — | — | — | — | ||||||||||||
Tax benefit of employee stock plans | — | — | (5,239) | — | — | — | — | — | — | (5,239) | ||||||||||||
Stock awards and options | — | — | 49,507 | (54,778) | — | — | — | 1,171 | 54,899 | 49,628 | ||||||||||||
Tax withholding related to vesting of stock awards | — | — | — | — | — | — | — | (529) | (25,357) | (25,357) | ||||||||||||
Balance at December 31, 2022 | 230,829 | $2,433 | $1,921,972 | $1,363,591 | $575,661 | ($314,821) | $645 | (3,113) | ($160,188) | $3,389,293 | ||||||||||||
(in thousands) | 2022 | 2021 | ||
Balance at the beginning of year | $198,888 | $207,645 | ||
Goodwill acquired during the year | 42,201 | 6,098 | ||
Purchase price adjustments | (303) | — | ||
Currency adjustments | (11,379) | (14,855) | ||
Balance at end of year | $229,407 | $198,888 |
(in thousands) | 2022 | 2021 | ||
Balance at the beginning of year | $476 | $530 | ||
Additions | 214 | 7 | ||
Depreciation | (66) | (61) | ||
Balance at end of year | $624 | $476 |
(in thousands) | 2022 | 2021 | ||
Unquoted equity securities | $656 | $656 | ||
Unquoted debt securities | 607,997 | 184,785 | ||
Quoted debt securities | 79,600 | — | ||
Financial assets | $688,253 | $185,441 | ||
thereof current financial assets | $687,597 | $184,785 | ||
thereof non-current financial assets | $656 | $656 |
(in thousands) | Total | Participating interests in group companies | Loans receivable | Other participating interests | ||||
January 1, 2021 | $4,462,178 | $2,895,752 | $1,562,941 | $3,485 | ||||
Capital payments / additions | 615,831 | 4,239 | 609,205 | 2,387 | ||||
Sales / repayments | (86,238) | (7,347) | (78,891) | — | ||||
Dividends received | (75,409) | (75,409) | — | — | ||||
Results from participating interests, after tax | 535,639 | 534,129 | — | 1,510 | ||||
Net actuarial gains | 11 | 11 | — | — | ||||
Translation adjustments | (107,682) | (100,930) | (6,752) | — | ||||
December 31, 2021 | $5,344,330 | $3,250,445 | $2,086,503 | $7,382 |
(in thousands) | Total | Participating interests in group companies | Loans receivable | Other participating interests | ||||
January 1, 2022 | $5,344,330 | $3,250,445 | $2,086,503 | $7,382 | ||||
Capital payments / additions | 231,827 | 209,820 | 20,903 | 1,104 | ||||
Sales / repayments | (184,267) | (41,898) | (142,369) | — | ||||
Dividends received | (604,599) | (604,599) | — | — | ||||
Results from participating interests, after tax | 403,502 | 404,014 | — | (512) | ||||
Net actuarial gains | 1,233 | 1,233 | — | — | ||||
Translation adjustments | (62,235) | (58,851) | (3,384) | — | ||||
December 31, 2022 | $5,129,791 | $3,160,164 | $1,961,653 | $7,974 |
(in thousands) | 2022 | 2021 | ||
Intercompany accounts receivable | $204,465 | $185,062 | ||
Intercompany short-term loans receivable | 22,232 | 32,036 | ||
Receivables from Group Companies | $226,697 | $217,098 |
(in thousands) | 2022 | 2021 | ||
Cash collateral | $21,083 | $11,200 | ||
Other receivables | 6,911 | 2,384 | ||
Prepaid expenses | 936 | 1,150 | ||
Value-added tax | 90 | 84 | ||
Current loans receivable with related parties including interest | — | 6,249 | ||
Income taxes receivable | — | 947 | ||
Other current assets | $29,020 | $22,014 |
Authorized, (in thousands) | 2022 | 2021 | ||
Common shares | 410,000 | 410,000 | ||
Preference shares | 450,000 | 450,000 | ||
Financing preference shares | 40,000 | 40,000 | ||
At December 31st | 900,000 | 900,000 | ||
Issued and outstanding, (in thousands) | 2022 | 2021 | ||
Common shares issued | 230,829 | 230,829 | ||
Treasury shares | (3,113) | (3,755) | ||
Outstanding at December 31st | 227,716 | 227,074 | ||
Par value in EUR per share | 2022 | 2021 | ||
Common shares | 0.01 | 0.01 | ||
Preference shares | 0.01 | 0.01 | ||
Financing preference shares | 0.01 | 0.01 | ||
Par value (in thousands) | 2022 | 2021 | ||
Common shares issued at December 31st in EUR | 2,308 | 2,308 | ||
Common shares issued at December 31st in USD | 2,433 | 2,731 |
(in thousands) | 2022 | 2021 | ||
Cumulative foreign currency translation adjustment | (385,650) | (323,415) | ||
IAS 29 Hyperinflationary accounting | 43,951 | — | ||
Capitalized development costs related to subsidiaries | 42,515 | 37,052 | ||
Cash flow hedge reserve | (15,637) | 1,245 | ||
Legal reserves | ($314,821) | ($285,118) |
(in thousands) | 2022 | 2021 | ||
Pension reserve, net of tax | $645 | ($588) |
(in thousands) | 2022 | 2021 | ||
Intercompany accounts payable | $1,434,457 | $1,572,316 | ||
Intercompany short-term loans payable | 42,760 | — | ||
Payables to Group Companies | $1,477,217 | $1,572,316 |
2022 | 2021 | |||||||
(in thousands) | Amount | Percent | Amount | Percent | ||||
Income before income taxes | $176,074 | — | $1,415 | — | ||||
At Dutch statutory income tax rate | 45,427 | 25.8% | 354 | 25.0% | ||||
(Deductible) non-deductible expenses | (36,687) | (20.9)% | 8,480 | 599.3% | ||||
Tax exempt income | (232) | (0.1)% | (5,677) | (401.2)% | ||||
Adjustment in valuation of deductible losses | (3,132) | (1.8)% | (1,723) | (121.8)% | ||||
Other items | (1,460) | (0.9)% | (1,434) | (101.3)% | ||||
Total income tax | $3,916 | 2.1% | $0 | —% | ||||
Company Name | Jurisdiction of Incorporation | Ownership | Voting Rights | |||
Amnisure International LLC | USA | 100% | 100% | |||
BLIRT S.A. | Poland | 100% | 100% | |||
Cellestis Pty. Ltd. | Australia | 100% | 100% | |||
Life Biotech Partners B.V. | Netherlands | 100% | 100% | |||
NeuMoDx Inc. | USA | 100% | 100% | |||
STAT-Dx Life S.L. | Spain | 100% | 100% | |||
QIAGEN Aarhus A/S | Denmark | 100% | 100% | |||
QIAGEN AB | Sweden | 100% | 100% | |||
QIAGEN AG | Switzerland | 100% | 100% | |||
QIAGEN Australia Holding Pty. Ltd. | Australia | 100% | 100% | |||
QIAGEN Benelux B.V. | Netherlands | 100% | 100% | |||
QIAGEN Beverly LLC | USA | 100% | 100% | |||
QIAGEN Business Management MEA Ltd. | UAE | 100% | 100% | |||
QIAGEN Business Services (Manila), Inc. | Philippines | 100% | 100% | |||
QIAGEN Business Services S.p.z.o.o. | Poland | 100% | 100% | |||
QIAGEN China (Shanghai) Co. Ltd. | China | 100% | 100% | |||
QIAGEN Luxembourg SARL | Luxembourg | 100% | 100% | |||
QIAGEN Deutschland Holding GmbH | Germany | 100% | 100% | |||
QIAGEN Distribution B.V. | Netherlands | 100% | 100% | |||
QIAGEN France S.A.S. | France | 100% | 100% | |||
QIAGEN Gaithersburg LLC | USA | 100% | 100% | |||
QIAGEN GmbH | Germany | 100% | 100% | |||
QIAGEN Hamburg GmbH | Germany | 100% | 100% | |||
QIAGEN Hong Kong Pte. Ltd. | China | 100% | 100% | |||
QIAGEN Inc. | Canada | 100% | 100% | |||
QIAGEN India Pvt. Ltd. | India | 100% | 100% | |||
QIAGEN K.K. | Japan | 100% | 100% | |||
QIAGEN Korea Ltd. | Korea (South) | 100% | 100% |
QIAGEN LLC | USA | 100% | 100% | |||
QIAGEN Ltd. | U.K. | 100% | 100% | |||
QIAGEN Manchester Ltd. | U.K. | 100% | 100% | |||
QIAGEN Marseille S.A. | France | 100% | 100% | |||
QIAGEN North American Holdings Inc. | USA | 100% | 100% | |||
QIAGEN Pty. Ltd. | Australia | 100% | 100% | |||
QIAGEN Redwood City Inc. | USA | 100% | 100% | |||
QIAGEN Sciences LLC | USA | 100% | 100% | |||
QIAGEN Shared Services LLC | USA | 100% | 100% | |||
QIAGEN Singapore Pte. Ltd. | Singapore | 100% | 100% | |||
QIAGEN S.r.l. | Italy | 100% | 100% | |||
QIAGEN U.S. Finance LLC | USA | 100% | 100% |
(in thousands) | 2022 | 2021 | ||
Salaries and wages | $2,214 | $1,982 | ||
Social security and pension | 108 | 124 | ||
Other | 103 | 75 | ||
Personnel costs | $2,425 | $2,181 |
Materiality |
•Materiality of USD 20 million •3.0% of profit before taxes |
Group audit |
•Audit coverage of 95% of total assets •Audit coverage of 87% of net sales |
Fraud/Noclar and Going concern |
•Fraud & Non-compliance with laws and regulations (Noclar) related risks: we identified as fraud risk the presumed risk laid down in the auditing standards, being management override of controls. Our audit procedures did not reveal indications and/or reasonable suspicion of non-compliance that are considered material for our audit. Going concern related risks: no significant going concern risks identified |
Key audit matters |
•Assessment of unrecognised tax benefits |
Opinion |
Unqualified |
Total assets | ||
44% | 51% | 1% |
Full scope | Audit of specific items | Specified audit procedures |
Net sales | ||
53% | 34% | -% |
Full scope | Audit of specific items | Specified audit procedures |
Assessment of unrecognised tax benefits |
Description As disclosed in Note 17 to the consolidated financial statements, the Company has unrecognized tax benefits of USD 79.3 million as of 31 December 2022 (31 December 2021: USD 103.6 million). The Company conducts its business globally and as a result files consolidated and separate income tax returns in several jurisdictions, of which The Netherlands, Germany, Switzerland and the United States are most significant. The multi-jurisdictional business operations involve complex intercompany operating and financing activities. The nature of these activities can result in uncertainties in the estimation of the related tax exposures. Tax benefits are recognized by the Company in its consolidated financial statements only when it is probable that the position will be sustained upon examination by the tax authorities. The interpretation of tax laws and regulations requires significant judgment by the Company. We therefore identified the assessment of unrecognized tax benefits as a key audit matter. |
Our response The primary procedures we performed to address this key audit matter included the following: –We evaluated the design, implementation and operating effectiveness of certain internal controls related to the Company’s internal assessment process for unrecognized tax benefits, including controls related to (1) its interpretation and application of tax statutes and legislation, and changes thereto, in the various jurisdictions in which it operates and (2) its determination of the estimate for the associated unrecognized tax benefit. –We have performed a retrospective analysis to evaluate the historical accuracy of management’s estimates. –We inspected the Company’s legal composition to identify and assess changes in operating and tax structures and financing arrangements. –With respect to the results of inspections by tax authorities, we inquired with the Company’s tax department in combination with inspecting correspondence with the responsible tax authorities. –We involved KPMG tax and transfer pricing specialists with specialized skills and knowledge, who assisted in evaluating the Company’s interpretation and application of multi-jurisdictional tax laws, and changes thereto, and its impact on the unrecognized tax benefit by reading advice obtained from the Company’s external specialists; –Our KPMG tax specialists also inspected the lapse of statute of limitations and settlements with tax authorities over a selection of unrecognized tax benefits to evaluate the amount in the settlement documents compared to the unrecognized tax benefit; and inspected a selection of intercompany operating and financing activities between group entities to assess the sustainability of tax positions based on their technical merits and the probabilities of possible settlement alternatives. –Finally we assessed the adequacy of the disclosure in Note 17. |
Our observation Based on our procedures performed we conclude that the Company’s accounting for unrecognized tax benefits is supported by appropriate evidence and we conclude the related disclosure in Note 17 to the consolidated financial statements is in accordance with EU-IFRS. |