Staff Cost | Note 6—Staff Cost 2017 2016 2015 (EUR’000) Wages and salaries 19,918 15,288 9,211 Share-based payment 9,709 7,321 1,713 Pension costs 324 49 42 Social security costs 1,156 913 697 Total salary expenses 31,107 23,571 11,663 Compensation to Key Management Personnel Wages and salaries 1,731 1,449 1,397 Share-based payment 3,576 2,548 508 Social security costs 70 72 74 Total compensation to Key Management Personnel 5,377 4,069 1,979 Average number of employees 121 92 63 Staff costs are recognized in the statement of profit or loss as follows: 2017 2016 2015 (EUR’000) Research and development costs 21,845 15,829 7,199 General and administrative expenses 9,262 7,742 4,464 Total staff costs 31,107 23,571 11,663 Share-based payment Ascendis Pharma A/S has established warrant programs, equity-settled share-based payment transactions, as an incentive for all of our employees, members of our board of directors and select external consultants. Warrants are granted by the Board of Directors in accordance with authorizations given to it by the shareholders of Ascendis Pharma A/S. As of December 31, 2017, 6,440,812 warrants had been granted, of which 19,580 warrants have been cancelled, 1,600,845 warrants have been exercised, 2,168 warrants have expired without being exercised, and 197,065 warrants have been forfeited. As of December 31, 2017, our board of directors was authorized to grant up to 1,578,592 additional warrants to our employees, board members and select consultants without preemptive subscription rights for the shareholders of Ascendis Pharma A/S. Each warrant carries the right to subscribe for one ordinary share of a nominal value of DKK 1. The exercise price is fixed at the fair market value of our ordinary shares at the time of grant as determined by our board of directors. The exercise prices of outstanding warrants under our warrant programs range from €6.48 to €31.60 depending on the grant dates. Vested warrants may be exercised in two or four annual exercise periods as described below. Apart from exercise prices and exercise periods, the programs are similar. Vesting Conditions Warrants issued during the period from 2008 to 2012 generally vested over 36 months with 1/36 of the warrants vesting per month from the date of grant. However, some of these warrants were subject to shorter vesting periods, to a minimum of 24 months. All such warrants have been exercised or have expired as of December 31, 2017. Effective from and after December 2012, warrants granted generally vest over 48 months with 1/48 of the warrants vesting per month from the date of grant. Effective from and after December 2016, certain warrants issued to board members vest over 24 months with 1/24 of the warrants vesting per month from the date of grant. Warrants generally cease to vest from the date of termination in the event that (i) the warrant holder terminates the employment contract and the termination is not a result of breach of the employment terms by us, or (ii) in the event that we terminate the employment contract and the warrant holder has given us good reason to do so. The warrant holder will, however, be entitled to exercise vested warrants in the first exercise period after termination. Warrants issued to consultants, advisors and board members only vest so long as the consultant, advisor or board member continues to provide services to us. Exercise Periods Vested warrants may be exercised during certain exercise periods each year. For 817,360 outstanding warrants, there are two annual exercise periods that continue for 21 days from and including the day after the publication of (i) the annual report notification—or if such notification is not published—the annual report and (ii) our interim report (six-month (six-month second-to-last In the event of liquidation, a merger, a demerger or a sale or share exchange of more than 50% of our share capital, the warrantholders may be granted an extraordinary exercise period immediately prior to the transaction in which warrants may be exercised. Warrants not exercised by the warrant holder during the last exercise period shall become null and void without further notice or compensation or payment of any kind to the warrant holder. If the warrant holder is a consultant, advisor or board member, the exercise of warrants is conditional upon the warrantholder’s continued service to us at the time the warrants are exercised. If the consultant’s, advisor’s or board member’s relationship with us should cease without this being attributable to the warrantholder’s actions or omissions, the warrantholder shall be entitled to exercise vested warrants in the pre-defined Adjustments Warrantholders are entitled to an adjustment of the number of warrants issued and/or the exercise price applicable in the event of certain corporate changes. Events giving rise to an adjustment include, among other things, increases or decreases to our share capital at a price below or above market value, respectively, the issuance of bonus shares, changes in the nominal value of each share, and payment of dividends in excess of 10% of the Company’s equity. On January 13, 2015, in preparation for the Company’s IPO, the shareholders decided at an extraordinary general meeting to issue bonus shares in the ratio of 3:1 of the Company’s authorized, issued and outstanding ordinary and preference shares. The decision had a corresponding impact on the number of warrants issued and the exercise prices for outstanding warrants. Accordingly, the number of warrants was adjusted upwards in the ratio of 3:1 with a corresponding downward adjustment of the exercise prices in the ratio of 3:1. The effect of the bonus shares has been retrospectively reflected in all periods presented in these financial statements. Warrant Activity The following table specifies the warrant activity during the year: Total Warrants Weighted Average Exercise Price EUR Outstanding at January 1, 2015 2,999,824 5.70 Granted during the year 1,022,908 15.68 Exercised during the year (1,292,462 ) 3.34 Forfeited during the year (112,199 ) 7.65 Expired during the year (2,168 ) 3.06 Outstanding at December 31, 2015 2,615,903 10.69 Granted during the year 1,202,500 17.69 Exercised during the year (115,212 ) 7.63 Forfeited during the year (11,426 ) 13.88 Expired during the year — — Outstanding at December 31, 2016 3,691,765 13.05 Granted during the year 1,196,000 30.15 Exercised during the year (193,171 ) 8.49 Forfeited during the year (73,440 ) 16.42 Expired during the year — — Outstanding at December 31, 2017 4,621,154 17.62 Vested at the balance sheet date 2,034,791 11.48 As of December 31, 2017, a total of 4,621,154 warrants were outstanding with a weighted average exercise price of €17.62. 2,034,791 of these warrants had vested as of December 31, 2017 with a weighted average exercise price of €11.48. For comparison, as of December 31, 2016, a total of 3,691,765 warrants were outstanding with a weighted average exercise price of €13.05. 1,439,066 of these warrants had vested as of December 31, 2016 with a weighted average exercise price of €9.36. As of December 31, 2015, a total of 2,615,903 warrants were outstanding with a weighted average exercise price of €10.69. 864,623 of these warrants had vested as of December 31, 2015 with a weighted average exercise price of €7.74. Warrant Compensation Costs Warrant compensation costs are determined with basis in the grant date fair value of the warrants granted and recognized over the vesting period. Fair value of the warrants is calculated at the grant dates by use of the Black-Scholes Option Pricing model with the following assumptions: (1) an exercise price equal to or above the estimated market price of our shares at the date of grant; (2) an expected lifetime of the warrants determined as a weighted average of the time from grant date to date of becoming exercisable and from grant date to expiry of the warrants; (3) a risk free interest rate equaling the effective interest rate on a Danish government bond with the same lifetime as the warrants; (4) no payment of dividends; and (5) a volatility for comparable companies for a historic period equaling the expected lifetime of the warrants. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the warrants is indicative of future trends. The expected volatility has been calculated using a simple average of daily historical data of comparable publicly traded companies, as we do not have sufficient data for the volatility of our own share price. The following table summarizes the input to the Black-Scholes Option Pricing model and the calculated fair values for warrant grants in 2017, 2016 and 2015: 2017 2016 2015 Expected volatility 54 — 60% 57 — 60% 61 — 63% Risk-free interest rate (0.34) — 0.25% (0.32) — 0.30% 0.25 — 0.45% Expected life of warrants (years) 5.05 — 7.10 5.05 — 7.13 5.05 — 7.05 Weighted average exercise price € € € Fair value of warrants granted in the year € € € Warrant compensation cost is recognized in the statement of profit or loss over the vesting period of the warrants granted. 2017 2016 2015 (EUR’000) Research and development costs 4,775 3,722 718 General and administrative expenses 4,934 3,599 995 Total warrant compensation costs 9,709 7,321 1,713 Value of Outstanding Warrants For the year ended December 31, 2017, the aggregate fair value of outstanding warrants has been calculated at €111.9 million using the Black-Scholes Option Pricing model. The following table specifies the weighted average exercise price and the weighted average life of outstanding warrants: Year of Number of Weighted Weighted Granted in December 2012 609,383 8.00 91-92 Granted in March, June, September and December 2013 91,681 8.00 91-92 Granted in January, March, June and November 2014 592,953 6.78 92-93 Granted in December 2015 963,658 15.68 119-120 Granted in March, May, June, July, August, November and December 2016 1,167,479 17.67 120 Granted in January, February, March, April, May, June, July, August, September, October, November and December 2017 1,196,000 30,15 120 Outstanding at December 31, 2017 4,621,154 17.62 112 Vested at the balance sheet date 2,034,791 11.48 For the year ended December 31, 2016, the aggregate fair value of outstanding warrants has been calculated at €49.4 million using the Black-Scholes Option Pricing model. The following table specifies the weighted average exercise price and the weighted average life of outstanding warrants: Year of Number of Weighted Weighted Granted in December 2012 645,655 8.00 91-92 Granted in March, June, September and December 2013 128,848 8.00 91-92 Granted in January, March, June, and November 2014 700,614 6.89 92-93 Granted in December 2015 1,016,596 15.68 119-120 Granted in March, May, June, July, August, November and December 2016 1,200,052 17.70 120 Outstanding at December 31, 2016 3,691,765 13.05 109 Vested at the balance sheet date 1,439,066 9.36 For the year ended December 31, 2015, a total of 2,615,903 warrants were outstanding with a weighted average exercise price of €10.69 and weighted average life of 102 to 103 months: Year of Number of Weighted Weighted Granted in December 2012 665,188 8.00 91-92 Granted in March, June, September and December 2013 137,349 8.00 91-92 Granted in January, March, June, and November 2014 790,458 7.04 92-93 Granted in December 2015 1,022,908 15.68 119-120 Outstanding at December 31, 2015 2,615,903 10.69 102-103 Vested at the balance sheet date 864,623 7.74 |