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Financial Assets and Liabilities
12 Months Ended
Dec. 31, 2023
Subclassifications of assets, liabilities and equities [abstract]  
Financial Assets and Liabilities

Note 16—Financial Assets and Liabilities

Financial assets and liabilities comprise the following:

 

2023

 

 

2022

 

 

(EUR’000)

 

Financial assets by category

 

 

 

 

 

 

Trade receivables

 

 

35,874

 

 

 

11,910

 

Other receivables (excluding income tax and indirect tax receivables)

 

 

3,909

 

 

 

3,884

 

Marketable securities

 

 

7,275

 

 

 

298,180

 

Cash and cash equivalents

 

 

392,164

 

 

 

444,767

 

Financial assets measured at amortized cost

 

 

439,222

 

 

 

758,741

 

Total financial assets

 

 

439,222

 

 

 

758,741

 

Classified in the statement of financial position

 

 

 

 

 

 

Non-current assets

 

 

2,127

 

 

 

9,412

 

Current assets

 

 

437,095

 

 

 

749,329

 

Total financial assets

 

 

439,222

 

 

 

758,741

 

 

 

 

 

 

 

 

Financial liabilities by category

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

Convertible senior notes

 

 

407,095

 

 

 

399,186

 

Royalty funding liabilities

 

 

138,377

 

 

 

 

Lease liabilities

 

 

98,793

 

 

 

109,191

 

Trade payables and accrued expenses

 

 

94,566

 

 

 

101,032

 

Financial liabilities measured at amortized cost

 

 

738,831

 

 

 

609,409

 

Derivative liabilities

 

 

143,296

 

 

 

157,950

 

Financial liabilities measured at fair value through profit or loss

 

 

143,296

 

 

 

157,950

 

Total financial liabilities

 

 

882,127

 

 

 

767,359

 

Classified in the statement of financial position

 

 

 

 

 

 

Non-current liabilities

 

 

762,161

 

 

 

640,907

 

Current liabilities

 

 

119,966

 

 

 

126,452

 

Total financial liabilities

 

 

882,127

 

 

 

767,359

 

Finance income and expenses are specified below:

 

2023

 

 

2022

 

 

2021

 

 

(EUR’000)

 

Finance income

 

 

 

 

 

 

 

 

 

Interest income

 

 

16,857

 

 

 

7,426

 

 

 

692

 

Fair value gains, derivatives

 

 

14,654

 

 

 

 

 

 

 

Foreign exchange and other adjustments gain (net)

 

 

12,346

 

 

 

44,755

 

 

 

59,026

 

Total finance income

 

 

43,857

 

 

 

52,181

 

 

 

59,718

 

 

 

 

 

 

 

 

 

 

Finance expenses

 

 

 

 

 

 

 

 

 

Interest expenses

 

 

44,065

 

 

 

30,682

 

 

 

3,911

 

Fair value loss, derivatives

 

 

 

 

 

15,483

 

 

 

 

Foreign exchange and other adjustments loss (net)

 

 

 

 

 

4,322

 

 

 

 

Total finance expenses

 

 

44,065

 

 

 

50,487

 

 

 

3,911

 

Interest income and interest expenses relate to financial assets and liabilities measured at amortized cost. Net exchange rate gains and losses primarily relate to U.S. Dollar/Euro fluctuations pertaining to the Company’s cash, cash equivalents, marketable securities and borrowings.

Borrowings

Convertible Senior Notes

In March 2022, the Company issued an aggregate principal amount of $575.0 million of fixed rate 2.25% convertible notes. The net proceeds from the offering of the convertible notes were $557.9 million (€503.3 million), after deducting the initial purchasers’ discounts and commissions, and transaction costs. The convertible notes rank equally in right of payment with all future senior unsecured indebtedness. Unless earlier converted or redeemed, the convertible notes will mature on April 1, 2028.

The convertible notes accrue interest at a rate of 2.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2022. At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their convertible notes at their option into the Company’s ordinary shares represented by ADSs, together, if applicable, with cash in lieu of any fractional ADS, at the then-applicable conversion rate. The initial conversion rate is 6.0118 ADSs per $1,000 principal amount of convertible notes, which represents an initial conversion price of $166.34 per ADS. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

The convertible notes will be optionally redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after April 7, 2025, but only if the last reported sale price per ADS exceeds 130% of the conversion price on each of (i) at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related optional redemption notice; and (ii) the trading day immediately before the date the Company sends such notice.

Royalty Funding Liabilities

In September 2023, the Company entered into a $150.0 million capped synthetic royalty funding agreement (the “Royalty Pharma Agreement”) with Royalty Pharma Development, LLC (“Royalty Pharma”). The net proceeds were $146.3 million (€136.3 million) after deducting offering expenses.

Under the terms of the Royalty Pharma Agreement, the Company received an upfront payment of $150.0 million (the “Purchase Price”), in exchange for which Royalty Pharma obtained the right to receive payment of 9.15% of U.S. net sales of SKYTROFA, beginning on January 1, 2025 (the “Revenue Interest Payments”). The Revenue Interest Payments to Royalty Pharma will cease upon reaching a multiple of 1.925 times the Purchase Price, or 1.65 times the Purchase Price if Royalty Pharma receives Revenue Interest Payments in that amount by December 31, 2031.

The Royalty Pharma Agreement includes a buy-out option, which provides the Company with the right to settle all outstanding liabilities at any time by paying a buy-out amount equal to 1.925 times the Purchase Price minus the Revenue Interest Payments paid to Royalty Pharma as of the effective date of the buy-out notice. However, if the buy-out notice is provided on or prior to December 31, 2028, and the Company has paid the Purchaser Revenue Interest Payments equal to the Purchase Price as of the date of the buy-out notice, then the buy-out amount equal to 1.65 times the Purchase Price minus the Revenue Interest Payments paid to Royalty Pharma as of the effective date of the buy-out notice. Pursuant to the Royalty Pharma Agreement, we have granted to Royalty Pharma back-up security interest in certain assets to secure our obligations under the Royalty Pharma Agreement.

On December 31, 2023, the carrying amount of the royalty funding liabilities was €138.4 million, and the fair value was approximately €144.0 million. Fair value cannot be measured based on quoted prices in active markets or other observable input, and accordingly the fair value was measured by using an estimated market rate for an equivalent instrument.

Leases

The Company primarily leases office and laboratory facilities. Lease arrangements contain a range of different terms and conditions and are typically entered into for fixed periods. In order to improve flexibility to the Company’s operations, lease arrangements may provide the Company with option to extend the lease or terminate the lease within the enforceable lease term. In the Company’s current lease portfolio, extension and termination options range between six months to five years, in addition to the non-cancellable periods.

The following expenses relating to lease activities are recognized in the consolidated statements of profit or loss:

 

2023

 

2022

 

2021

 

(EUR’000)

Lease expenses

 

 

 

 

 

 

Depreciation

 

11,875

 

11,740

 

10,963

Short term leases and leases of low value assets

 

353

 

280

 

186

Lease interest

 

3,581

 

3,842

 

3,396

Total lease expenses

 

15,809

 

15,862

 

14,545

In February 2022, the Company entered into a facility lease in Germany with an enforceable lease term of 15 years, which is expected to commence in 2025 and comprise total lease cash-outflows of €68.1 million.

Financing Activities

Development in borrowings related to financing activities is specified below:

 

 

 

Cash payments

 

Non-cash items

 

 

 

Beginning
of period

 

Repay-
ments

 

Net proceeds

 

Additions/
(disposals)

 

Separation of embedded derivative

 

Accretion of
interest

 

Foreign
exchange
adjustments and remeasurements

 

End of
period

 

 

(EUR’000)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings

 

399,186

 

(12,054)

 

136,256

 

 

 

40,386

 

(18,302)

 

545,472

Lease liabilities

 

109,191

 

(14,006)

 

 

2,973

 

 

3,581

 

(2,946)

 

98,793

Total financing activities

 

508,377

 

(26,060)

 

136,256

 

2,973

 

 

43,967

 

(21,248)

 

644,265

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

(6,710)

 

503,281

 

 

(142,467)

 

30,216

 

14,866

 

399,186

Lease liabilities

 

104,961

 

(7,995)

 

 

3,194

 

 

3,842

 

5,189

 

109,191

Total financing activities

 

104,961

 

(14,705)

 

503,281

 

3,194

 

(142,467)

 

34,058

 

20,055

 

508,377

For December 31, 2022, “separation of embedded derivative” relates to derivative liabilities that are separated from convertible notes and presented separately in the consolidated statement of financial position, please refer to the following section, “Derivative Liabilities”.

Derivative Liabilities

Derivative liabilities relate to the foreign currency conversion option embedded in the convertible notes. Fair value of derivative liabilities cannot be measured based on quoted prices in active markets, or other observable input, and accordingly, derivative liabilities are measured by using the Black-Scholes Option Pricing model (Level 3 in the fair value hierarchy). The fair value of the options is calculated, applying the following assumptions: (1) conversion price; (2) own share price; (3) maturity of the options; (4) a risk-free interest rate equaling the effective interest rate on a U.S. government bond with the same lifetime as the maturity of the options; (5) no payment of dividends; and (6) an expected volatility using the Company’s own share price (50.47% and 49.24% as of December 31, 2023 and December 31, 2022, respectively).

Sensitivity Analysis

On December 31, 2023, all other inputs and assumptions held constant, a 10% relative increase in volatility, will increase the fair value of derivative liabilities by approximately €14.8 million and indicates a decrease in profit or loss and equity before tax. Similarly, a 10% relative decrease in volatility indicates the opposite impact.

Similarly, on December 31, 2023, all other inputs and assumptions held constant, a 10% increase in the share price, will increase the fair value of derivative liabilities by approximately €26.7 million and indicates a decrease in profit or loss and equity before tax. Similarly, a 10% decrease in the share price indicates the opposite impact.

Fair Value Measurement

Derivative liabilities are measured at fair value. All other financial assets and liabilities are measured at amortized cost.

Because of the short-term maturity for cash and cash equivalents, receivables and trade payables, their fair value approximate carrying amount. Fair value of marketable securities, convertible notes, royalty funding liabilities and derivatives, and their level in the fair value hierarchy is summarized in following table, where

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs are unobservable inputs for the asset or liability.

 

2023

 

2022

 

 

 

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

 

Fair value level

 

(EUR’000)

 

(1-3)

Financial assets

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

7,275

 

7,266

 

298,180

 

295,843

 

1

Financial assets measured at amortized cost

 

7,275

 

7,266

 

298,180

 

295,843

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

 

 

 

 

Convertible senior notes

 

407,095

 

385,410

 

399,186

 

382,459

 

3

Royalty funding

 

138,377

 

143,975

 

 

 

3

Financial liabilities measured at amortized cost

 

545,472

 

529,385

 

399,186

 

382,459

 

 

Derivative liabilities

 

143,296

 

143,296

 

157,950

 

157,950

 

3

Financial liabilities measured at fair value through profit or loss

 

143,296

 

143,296

 

157,950

 

157,950

 

 

Development in level 3 fair value remeasurements is specified below:

 

 

2023

 

2022

 

2021

 

(EUR’000)

Derivative liabilities

 

 

 

 

 

 

January 1

 

157,950

 

 

Additions

 

 

142,467

 

Remeasurement recognized in financial income or expense

 

(14,654)

 

15,483

 

December 31

 

143,296

 

157,950