Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
Current Fiscal Year End Date | --12-31 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-39822 |
Entity Registrant Name | Pharming Group N.V. |
Entity Incorporation, State or Country Code | P7 |
Entity Address, Address Line One | Darwinweg 24 |
Entity Address, Postal Zip Code | 2333 CR |
Entity Address, City or Town | Leiden |
Entity Address, Country | NL |
Entity Common Stock, Shares Outstanding | 656,348,225 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | true |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Central Index Key | 0001828316 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
American depositary shares | |
Document Information [Line Items] | |
Title of 12(b) Security | American Depositary Shares, each representing ten ordinary shares, nominal value EUR 0.01 per share |
Trading Symbol | PHAR |
Security Exchange Name | NASDAQ |
Ordinary shares | |
Document Information [Line Items] | |
Title of 12(b) Security | Ordinary shares, nominal value EUR 0.01 per share |
Trading Symbol | PHAR |
Security Exchange Name | NASDAQ |
Business contact | |
Document Information [Line Items] | |
Entity Address, Address Line One | Darwinweg 24 |
Entity Address, Postal Zip Code | 2333 CR |
Entity Address, City or Town | Leiden |
Entity Address, Country | NL |
Contact Personnel Name | Dr. Sijmen de Vries |
Country Region | 31 |
City Area Code | 71 |
Local Phone Number | 5247 400 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 1243 |
Auditor Name | Deloitte Accountants B.V. |
Auditor Location | Amsterdam, The Netherlands |
CONSOLIDATED STATEMENT OF INCOM
CONSOLIDATED STATEMENT OF INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Revenues | $ 205,622 | $ 198,871 | $ 212,174 |
Costs of sales | (17,562) | (21,142) | (23,539) |
Gross profit | 188,060 | 177,729 | 188,635 |
Other income | 14,523 | 2,620 | 1,829 |
Research and development | (52,531) | (70,369) | (38,519) |
General and administrative | (46,016) | (36,974) | (24,085) |
Marketing and sales | (85,803) | (59,445) | (51,604) |
Other Operating Costs | (184,350) | (166,788) | (114,208) |
Operating profit | 18,233 | 13,561 | 76,256 |
Fair value gain (loss) on revaluation | (1,185) | 114 | 69 |
Other finance income | 4,485 | 14,894 | 715 |
Other finance expenses | (5,463) | (6,185) | (33,308) |
Finance result, net | (2,163) | 8,823 | (32,524) |
Share of net profits (loss) in associates using the equity method | (1,083) | 694 | 362 |
Profit before tax | 14,987 | 23,078 | 44,094 |
Income tax expense | (1,313) | (7,082) | (6,348) |
Profit for the year | $ 13,674 | $ 15,996 | $ 37,746 |
Basic earnings per share (in usd per share) | $ 0.021 | $ 0.025 | $ 0.058 |
Diluted earnings per share (in usd per share) | $ 0.019 | $ 0.023 | $ 0.055 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Profit for the year | $ 13,674 | $ 15,996 | $ 37,746 |
Currency translation differences | (10,349) | (14,802) | 14,956 |
Fair value remeasurement investments | (705) | (2,283) | 0 |
Items that may be subsequently reclassified to profit or loss | (11,054) | (17,085) | 14,956 |
Other comprehensive income (loss), net of tax | (11,054) | (17,085) | 14,956 |
Total comprehensive income (loss) for the year | $ 2,620 | $ (1,089) | $ 52,702 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Non-current assets | ||
Intangible assets | $ 75,121 | $ 83,834 |
Property, plant and equipment | 10,392 | 13,222 |
Right-of-use assets | 28,753 | 19,943 |
Long-term prepayments | 228 | 194 |
Deferred tax assets | 22,973 | 21,216 |
Investment accounted for using the equity method | 2,501 | 7,201 |
Investments in equity instruments designated as at FVTOCI | 403 | 1,449 |
Investment in debt instruments designated as at FVTPL | 6,827 | 0 |
Restricted cash | 1,099 | 812 |
Total non-current assets | 148,297 | 147,871 |
Current assets | ||
Inventories | 42,326 | 27,310 |
Trade and other receivables | 27,619 | 29,983 |
Restricted cash | 213 | 227 |
Cash and cash equivalents | 207,342 | 191,924 |
Total current assets | 277,500 | 249,444 |
Total assets | 425,797 | 397,315 |
Equity | ||
Share capital | 7,509 | 7,429 |
Share premium | 462,297 | 455,254 |
Other reserves | (8,737) | 3,400 |
Accumulated deficit | (256,431) | (273,167) |
Shareholders’ equity | 204,638 | 192,916 |
Non-current liabilities | ||
Convertible bonds | 131,618 | 139,007 |
Lease liabilities | 29,843 | 18,456 |
Other financial liabilities | 0 | 165 |
Total non-current liabilities | 161,461 | 157,628 |
Current liabilities | ||
Convertible bonds | 1,768 | 1,879 |
Trade and other payables | 54,465 | 42,473 |
Lease liabilities | 3,465 | 2,419 |
Total current liabilities | 59,698 | 46,771 |
Total equity and liabilities | $ 425,797 | $ 397,315 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Share capital | Share premium | Other reserves | Accumulated deficit |
Equity at beginning of period at Dec. 31, 2019 | $ 117,388 | $ 7,226 | $ 441,951 | $ 8,926 | $ (340,715) |
Profit for the year | 37,746 | 37,746 | |||
Other comprehensive income (loss) for the year | 14,956 | 14,956 | |||
Total comprehensive income (loss) for the year | 52,702 | 14,956 | 37,746 | ||
Legal reserves | 0 | 732 | (732) | ||
Income tax benefit from excess tax deductions related to share-based payments | 2,361 | 2,361 | |||
Share-based compensation | 6,537 | 6,537 | |||
Bonuses settled in shares | 51 | 51 | |||
Value conversion rights of convertible bonds | 1,605 | 1,605 | |||
Warrants exercised/ issued | 90 | 1 | 89 | ||
Options exercised / LTIP shares issued | 2,701 | 85 | 5,039 | (2,423) | |
Total transactions with owners, recognized directly in equity | 13,345 | 86 | 5,179 | 732 | 7,348 |
Equity at ending of period at Dec. 31, 2020 | 183,435 | 7,312 | 447,130 | 24,614 | (295,621) |
Profit for the year | 15,996 | 15,996 | |||
Other comprehensive income (loss) for the year | (17,085) | (17,085) | |||
Total comprehensive income (loss) for the year | (1,089) | (17,085) | 15,996 | ||
Legal reserves | 0 | (4,129) | 4,129 | ||
Income tax benefit from excess tax deductions related to share-based payments | (1,853) | (1,853) | |||
Share-based compensation | 9,056 | 9,056 | |||
Bonuses settled in shares | 0 | ||||
Value conversion rights of convertible bonds | 0 | ||||
Warrants exercised/ issued | 81 | 1 | 80 | ||
Options exercised / LTIP shares issued | 3,286 | 116 | 8,044 | (4,874) | |
Total transactions with owners, recognized directly in equity | 10,570 | 117 | 8,124 | (4,129) | 6,458 |
Equity at ending of period at Dec. 31, 2021 | 192,916 | 7,429 | 455,254 | 3,400 | (273,167) |
Profit for the year | 13,674 | 13,674 | |||
Other comprehensive income (loss) for the year | (11,054) | (11,054) | |||
Total comprehensive income (loss) for the year | 2,620 | (11,054) | 13,674 | ||
Legal reserves | 0 | (1,083) | 1,083 | ||
Income tax benefit from excess tax deductions related to share-based payments | 430 | 430 | |||
Share-based compensation | 6,392 | 6,392 | |||
Bonuses settled in shares | 0 | ||||
Value conversion rights of convertible bonds | 0 | ||||
Warrants exercised/ issued | 0 | ||||
Options exercised / LTIP shares issued | 2,280 | 80 | 7,043 | (4,843) | |
Total transactions with owners, recognized directly in equity | 9,102 | 80 | 7,043 | (1,083) | 3,062 |
Equity at ending of period at Dec. 31, 2022 | $ 204,638 | $ 7,509 | $ 462,297 | $ (8,737) | $ (256,431) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of cash flows [abstract] | |||
Profit before tax | $ 14,987 | $ 23,078 | $ 44,094 |
Non-cash adjustments: | |||
Depreciation, amortization, impairment of non-current assets | 13,188 | 19,610 | 8,314 |
Equity settled share based payments | 6,392 | 9,056 | 6,537 |
Gain on disposal of investment in associate | (12,242) | 0 | 0 |
Fair value gain (loss) on revaluation | 1,185 | (114) | (69) |
Other finance income | (4,485) | (14,906) | (713) |
Other finance expenses | 5,463 | 6,196 | 33,308 |
Share of net profits in associates using the equity method | 1,083 | (694) | (362) |
Other | (1,576) | 524 | (1,624) |
Operating cash flows before changes in working capital | 23,995 | 42,750 | 89,485 |
Changes in working capital: | |||
Inventories | (15,016) | (6,153) | (4,934) |
Trade and other receivables | 2,364 | 5,918 | (7,040) |
Payables and other current liabilities | 11,992 | (5,193) | 7,019 |
Restricted cash | 273 | 467 | 1,039 |
Total changes in working capital | (387) | (4,961) | (3,916) |
Interest received | 85 | 53 | 715 |
Income taxes paid | (1,235) | 0 | (2,658) |
Net cash flows generated from (used in) operating activities | 22,458 | 37,842 | 83,626 |
Capital expenditure for property, plant and equipment | (1,376) | (10,739) | (4,657) |
Investment intangible assets | (601) | (3,447) | (9,060) |
Proceed from sale of Investment associate | 7,300 | ||
Proceed from sale of Investment associate | 0 | (329) | |
Investment in equity instruments designated as at FVTOCI | 0 | (4,589) | 0 |
Acquisition of license | 0 | (2,530) | (1,583) |
Net cash flows generated from (used in) investing activities | 5,323 | (21,305) | (15,629) |
Repayment on loans and borrowings | 0 | 0 | (57,231) |
Payment on contingent consideration | 0 | (25,000) | (20,722) |
Payment of lease liabilities | (3,311) | (3,217) | (2,186) |
Proceeds of issued convertible bond | 0 | 0 | 142,825 |
Transaction costs related to issued convertible bond | 0 | 0 | (2,649) |
Interests on loans | (3,952) | (4,448) | (2,142) |
Proceeds of equity and warrants | 2,281 | 4,718 | 2,791 |
Net cash flows generated from (used in) financing activities | (4,982) | (27,947) | 60,686 |
Increase (decrease) of cash | 22,799 | (11,410) | 128,683 |
Exchange rate effects | (7,381) | (1,825) | 2,128 |
Cash and cash equivalents at beginning of period | 191,924 | 205,159 | 74,348 |
Cash and cash equivalents at end of period | $ 207,342 | $ 191,924 | $ 205,159 |
CORPORATE INFORMATION
CORPORATE INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Corporate Information [Abstract] | |
CORPORATE INFORMATION | CORPORATE INFORMATION Pharming Group N.V., hereafter “the Company”, “the Group” or “Pharming”, is a global biopharmaceutical company dedicated to transforming the lives of patients with rare, debilitating, and life-threatening diseases. Pharming is commercializing and developing a portfolio of protein replacement therapies and precision medicines, including small molecules, biologics, and gene therapies that are in early to late-stage development. Pharming is headquartered in Leiden, Netherlands, and has employees around the globe who serve patients in over 30 markets in North America, Europe, the Middle East, Africa, and Asia-Pacific. The consolidated financial statements of Pharming for the year ended December 31, 2022 were authorized for issue in accordance with a resolution of the Board of Directors on April 4, 2023. The financial statements are subject to adoption by the Annual General Meeting of shareholders, which has been scheduled for May 17, 2023. The headquarters and registered office of Pharming Group N.V. are located at: Darwinweg 24 2333 CR Leiden The Netherlands |
ACCOUNTING PRINCIPLES AND POLIC
ACCOUNTING PRINCIPLES AND POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTING PRINCIPLES AND POLICIES [Abstract] | |
ACCOUNTING PRINCIPLES AND POLICIES | ACCOUNTING PRINCIPLES AND POLICIESBASIS OF PREPARATION AND GOING CONCERN ASSUMPTION The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards, or IFRS, issued by the International Accounting Standards Board, or IASB, and the interpretations issued by the IASB’s International Financial Reporting Interpretation Committee. The consolidated financial statements provide a general overview of our activities and the results achieved and have been prepared on a going concern basis. Management exercises its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 2.5. These financial statements are presented in U.S. dollars, or $, and rounded to the nearest thousand U.S. dollars ($ ‘000), unless otherwise stated. Going Concern In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. These consolidated financial statements have been prepared for the Group as a going concern. The 2022 year-end cash balance (including restricted cash) of $208.7 million is expected to fund the Company for more than twelve months from the date of this report. So far, we have not experienced any noteworthy disruption to our supply chain and none of the Company’s (external) production facilities/sales locations have been closed. The receipts from commercial supply of product to our partners in Latin America, South Korea and Israel and proceeds from direct sales in the United States and Europe currently generate more cash than the Company requires for day to day expenses and to supply those sales, and thus the surplus cash generated will support our capital expenditure plans and financial reserves further. The Board of Directors anticipate significant investments in the preparations of the launch of leniolisib, expected in 2023. These investments will have a negative effect on the profit in 2023. Consequently, the Company expects the cash and cash equivalents to reduce during the year as the Company invests in its future. Expected revenue for leniolisib, if approved, will increase significantly from 2023 and onwards. The Company remains confident in the robustness of RUCONEST® sales, in the expansion of its pipeline and the addition of leniolisib, if approved for the treatment of APDS. Presently, however, no further assurance can be given on either the timing or size of future profits. In addition, in the event that the Company needs to raise capital by issuing additional shares, shareholders’ equity interests may be diluted as to voting power, and their interests as to value will depend on the price at which such issues are made. The Company currently sees no further need to raise capital to support its current operations, but may take an opportunity to do so in either equity issue or through an expansion of the current convertible debt or to raise debt, or through a combination of such instruments, to support an acquisition or in-licensing of additional assets, if appropriate terms can be obtained that are in the best interests of shareholders. Overall, based on the outcome of this assessment, our 2022 financial statements have been drawn up on the basis of a going concern assumption. The Company applied for the first-time certain amendments, which are effective for annual periods beginning on or after January 1, 2022 as disclosed below. • Amendments to IFRS 3: Reference to the conceptual framework; • Amendments to IAS 16: Property, plant and equipment - Proceeds before intended use; • Amendments to IAS 37: Onerous contracts - cost of fulfilling a contract; • Amendments included in the Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle relating to IFRS 1, IFRS 9, IFRS 16 and IAS 41. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. The Company has not early adopted any other standard, interpretation or amendment that has been issued but not yet effective. The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements, which the Group intends to adopt, if applicable, when they become effective, are disclosed below. • IFRS 17: Insurance contracts. • Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between investors and its associate or joint venture. • Amendments to IAS 1: Classification of Liabilities as Current or Non-current. • Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of accounting policies. • Amendments to IAS 8: Definition of accounting estimates. • Amendments to IAS 12: Deferred tax related to assets and liabilities arising from a single transaction. Management does not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Company in future periods. The consolidated financial statements include Pharming Group N.V. and its controlled subsidiaries, after the elimination of all intercompany transactions and balances. Subsidiaries are consolidated from the date the acquirer obtains effective control until control ceases. An entity is considered effectively controlled if the Company, directly or indirectly, has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Acquisitions of subsidiaries are accounted for using the acquisition method of accounting. The financial statements of the Business combinations Business combinations are accounted for using the acquisition accounting method. Identifiable assets, liabilities and contingent liabilities acquired are measured at fair value at acquisition date. The consideration transferred is measured at fair value and includes the fair value of any contingent consideration. Where the consideration transferred exceeds the fair value of the net assets, liabilities and contingent liabilities acquired, the excess is recorded as goodwill. The costs of acquisition are recognized as an expense. Foreign currency translation In preparing the financial statements of the Group, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognized in profit or loss in the period in which they arise except for: • Exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; • Exchange differences on transactions entered into to hedge certain foreign currency risks (see below under financial instruments/hedge accounting); • Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation), which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment. For the purpose of presenting consolidated financial statements in U.S. dollars, the assets and liabilities of the Group’s operations having Euro as functional currency are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in a foreign exchange translation reserve. The EUR/$ exchange rate applied at December 31, 2022, December 31, 2021 and December 31, 2020 was 1.0667, 1.1334 and 1.228 respectively. The average exchange rate applied in 2022, 2021 and 2020 was 1.0543, 1.1860 and 1.1426 respectively. Distinction between current and non-current An item is classified as current when it is expected to be realized (settled) within 12 months after the end of the reporting year. Liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting year. Intangible assets acquired separately Intangible assets, or IFA, acquired separately are measured at historical cost. The cost of intangible assets acquired in a business combination is recognized and measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Intangible assets with finite lives are amortized over the useful life and assessed for impairment whenever there is an indication that the intangible assets may be impaired and at the end of each reporting period. The estimated useful lives, residual values and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Changes in the expected useful life, according to the straight-line method, or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the statement of income in the relevant expense category consistent with the function of the intangible asset. Intangible assets are also recognized through the capitalization of certain types of expenditure, including particularly pharmaceutical research and development expenses. These are discussed in more detail under the “Internally-generated intangible assets – research and development expenditure” section of this Note. The remaining amortization periods for intangible assets at December 31, 2022 are: Amortization period Category Description Total Remaining Transgenic technology Patents and licenses 6 to 10 years Divested RUCONEST® for HAE (EU) Development costs 10 years Fully amortized RUCONEST® for HAE (U.S.) Re-acquired commercial rights 20 years 14 years RUCONEST® for HAE (EU) Re-acquired commercial rights 12 years 9 years Software expenses Development costs 3 to 5 years 2 to 5 years Development costs* Development costs Not yet in use Not yet in use * Regarding acquired assets for Pompe and Fabry ’ s disease and internal generated assets for modifications of RUCONEST® The Company’s original transgenic technology has been fully amortized and now has a carrying value of nil. The Company is developing new transgenic technology based on own technology that has been patented and is also using externally developed technology to produce certain founder transgenic animals. The new technology, if capitalized upon completion, will be amortized over its then useful life. Internally-generated intangible assets – research and development expenditure Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following conditions have been demonstrated: • The technical feasibility of completing the intangible asset so that it will be available for use or sale • The intention to complete the intangible asset and use or sell it • The ability to use or sell the intangible asset • How the intangible asset will generate probable future economic benefits • The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset • The ability to measure reliably the expenditure attributable to the intangible asset during its development The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Intangible assets acquired in a business combination Intangible assets acquired in a business combination and recognized separately from goodwill are recognized initially at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Derecognition of intangible assets An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized. Biological Assets Under IAS 41 “Agriculture”, management is required to assess whether ‘biological assets’ which are contributing to production of our cash flows should be accounted for as assets. Management has assessed Pharming’s biological assets and conclude that these do not qualify to be recognized under the relevant standard IAS 41 “Agriculture” due to their uniqueness and very special transgenic nature and thus all relevant costs are expensed through the income statement. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation charges and accumulated impairment charges. Generally, depreciation is calculated using a straight-line basis over the estimated useful life of the asset. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of income in the year the asset is derecognized. Residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. All costs that are directly attributable to bringing an asset to the location and condition necessary for it to be capable of operating in the manner intended by management, will be capitalized. These costs include direct employee benefits, rent and testing costs. Capitalization will be done until the asset is capable of operating in the manner intended by management. The depreciation periods for property, plant and equipment are: Category Depreciation period Land Not depreciated Operational facilities 10-20 years Leasehold improvements 5-10 years Machinery and equipment* 5-10 years Other property, plant & equipment 5-10 years * Depreciation charges for machinery and equipment are based on actual use of the equipment involved, which is expected to take place in a period before technical expiration Investments in associates An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Under the equity method, an investment in an associate is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. When the Group’s share of losses of an associate exceeds the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. The requirements of IAS 36 are applied to determine whether it is necessary to recognize any impairment loss with respect to the Group’s investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases. When a Group entity transacts with an associate of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group. Financial assets Financial assets are recognized when the Company becomes a party to the contractual provisions of a financial instrument. Financial assets are derecognized when the rights to receive cash flows from the financial assets expire, or if the Company transfers the financial asset to another party and does not retain control or substantially all risks and rewards of the asset. Purchases and sales of financial assets in the normal course of business are accounted for at settlement date (i.e., the date that the asset is delivered to or by the Company). At initial recognition, the Company measures its financial assets at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset. After initial recognition, the Company classifies its financial assets as subsequently measured at either i) amortized cost, ii) fair value through other comprehensive income or iii) fair value through profit or loss on basis of both: • The Company’s business model for managing the financial assets; • The contractual cash flow characteristics of the financial asset. Subsequent to initial recognition, financial assets are measured as described below. At each balance sheet date, the Company assesses whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognizes a loss allowance for expected credit losses for financial assets measured at either amortized costs or at fair value through other comprehensive income. If, at the reporting date, the credit risk on financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12 months of expected credit losses. If, at the reporting date, the credit risk on a financial instrument has increased significantly since initial recognition, the Company measures the loss allowance for the financial instrument at an amount equal to the lifetime expected credit losses. Financial assets at amortized cost Financial assets are measured at amortized cost if both i) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ii) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest of on the principal amount outstanding. A financial asset measured at amortized cost is initially recognized at fair value plus transaction cost directly attributable to the asset. After initial recognition, the carrying amount of the financial asset measured at amortized cost is determined using the effective interest method, less any impairment losses. Financial assets at fair value through other comprehensive income, or FVTOCI On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in the legal reserve fair value revaluation. The cumulative gain or loss is reclassified to profit or loss on disposal of the equity investments. Financial assets at fair value through profit and loss, or FVTPL Financial assets that do not meet the criteria for being measured at amortized cost or FVTOCI are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss includes any dividend or interest earned on the financial asset and is included in the ‘fair value gain (loss) on revaluation’ line item (Note 12). Fair value is determined in the manner described in Note 12. Impairment of assets Assets that have an indefinite useful life and assets not yet available for use are not subject to depreciation or amortization and are tested at least annually for impairment. Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Non-financial assets for which an impairment loss is recorded, are reviewed for possible reversal of the impairment at each reporting date. Inventories Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and, where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the First in First out (FIFO) method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Trade and other receivables Trade and other receivables are recognized initially at transaction price. Subsequent measurement is at amortized cost using the effective interest method, less the expected credit loss. Trade receivables are amounts due from customers for goods sold in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. For trade receivables and contract assets, the Company applies a simplified approach in calculating expected credit loss. The Company assesses the expected credit loss that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value. Cash and cash equivalents Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments (maturity less than 3 months) readily convertible to known amounts of cash and subject to insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position. For the purpose of the statement of cash flow, cash and cash equivalents are net of outstanding bank overdrafts and do not include restricted cash. Restricted cash is cash held on short term deposits with certain banks as security mainly for credit card and is not considered cash and cash equivalents. Equity The Company only has ordinary shares, and these are classified within equity upon issue. Shares transferred in relation to settlement of (convertible) debt are measured at fair value with fair value based on the closing price of the shares on the trading day prior to the settlement date. Equity is recognized upon the recognition of share-based payment expenses; shares issued upon exercise of such options are measured at their exercise price. Transaction costs associated with an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. Transaction costs related to the issue of a compound financial instrument are allocated to the liability and equity components of the instruments in proportion to the allocation of proceeds. Financial liabilities and borrowings Financial liabilities are classified as either financial liabilities at fair value through profit or loss (derivative financial liabilities) or financial liabilities at amortized cost (borrowings and trade and other payables). All financial liabilities and borrowings are initially recognized at the fair value of the consideration received less directly attributable transaction costs; transaction costs related to the issue of a compound financial instrument are allocated to the liability and equity components of the instruments in proportion to the allocation of proceeds. After initial recognition, financial liabilities and borrowings are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the statement of income when the liabilities are paid off or otherwise eliminated as well as through the amortization process. Purchases and sales of financial liabilities are recognized at settlement date. A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the statement of income. Convertible bonds The Company has issued convertible bonds. At the time of the issue of bonds itself the split between equity and liability portion has been accounted for. The liability portion of the convertible bonds is the present value of the future cash flows, calculated by discounting the future cash flows of the bonds (interest and principal) at the market rate of interest with the assumption that no conversion option is available. The value of the equity portion will be the difference between the total proceeds received from the bonds and the present value (liability portion). The equity component is not remeasured after initial recognition. In the case the Company extinguishes the convertible bonds before maturity through an early redemption or repurchase in which the original conversion privileges are unchanged, the entity allocates the consideration paid and any transaction costs for the repurchase or redemption to the liability and equity components of the convertible bond at the date of the transaction. The method used in allocating the consideration paid and transaction costs to the separate components is consistent with that used in the original allocation to the separate components of the proceeds received by the Company when the convertible instrument was issued. Once the allocation of the consideration is made, any resulting gain or loss is treated as follows: • the amount of gain or loss relating to the liability component is recognized in profit or loss; and • the amount of consideration relating to the equity component is recognized in equity If the convertible bonds are converted before maturity, the amount recognized in equity in respect of the shares issued should be the amount at which the liability for the debt is stated as at the date of conversion. On conversion of the convertible bonds at maturity, the Company recognizes the liability component and recognizes it as equity. The original equity component remains as equity (although it may be transferred from one line item within equity to another). There is no gain or loss on conversion at maturity date. The transaction costs that are directly attributable to the convertible bonds are deducted from the initial fair value of the convertible bonds. The transaction costs are allocated between the liability and the equity components in proportion to the allocation of the proceeds. The transaction costs of the liability component are recognized as part of interest costs. Provisions Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). The expense relating to any provision is presented in the statement of income net of any reimbursement. Trade and other payables Trade and other payables are initially recognized at fair value. Subsequent measurement is at amortized cost using the effective interest method. Revenue recognition In order to determine when to recognize revenue and at what amount, the Company applies the following five steps, based on transfer of control over goods to the customer: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract. Performance obligations are promises in a contract to transfer to a customer goods that are distinct; 3. Determine the transaction price. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. If the consideration promised in a contract includes a variable amount, an entity must estimate the amount of consideration to which it expects to be enti |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Entity's Operating Segments [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Executive Members of the Board of Directors are the chief operating decision-makers and consider the business from both a geographic and product perspective. From a product perspective, the Company’s business is exclusively related to the recombinant human C1 esterase inhibitor business. From a geographic perspective, the Company is operating in the United States, Europe and the Rest of the World. The Executive Members of the Board of Directors primarily measure revenues and gross profit to assess the performance of the geographic areas. Operating costs as well as non-current assets are not sub-allocated to the geographic areas. Total external revenues and gross profit per geographic segment for the financial year 2022, 2021 and 2020 are: Amounts in $ ‘000 2022 2021 2020 Revenues: U.S. 200,082 193,419 202,684 Europe 4,924 4,933 8,232 RoW 616 519 1,258 Total revenues 205,622 198,871 212,174 Gross profit: U.S. 186,263 176,266 184,024 Europe 1,378 1,049 3,534 RoW 419 414 1,077 Total gross profit 188,060 177,729 188,635 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Revenue From Contracts With Customers [Abstract] | |
REVENUE | REVENUEThe revenue fully relates to the transfer of goods and is recognized at a point in time when the goods have been delivered to the customer. For the years ended December 31, 2022 and 2021, the sales of RUCONEST® in the U.S. market were $200.1 million and $193.4 million. For the years ended December 31, 2022 and 2021 revenues in Europe were $4.9 million. Revenues in Rest of the World (excluding Europe) were $0.6 million and $0.5 million in 2022 and 2021 respectively.Two U.S. customers represented approximately $173.6 million, or 84%, of our net revenues in 2022. For 2021 and 2020, the two U.S. customers represented approximately $156.6 million, or 79%, and $161.7 million, or 76%, of our revenues. These customers are large specialty wholesale companies that are specialized in distribution of pharmaceuticals in our and our competitors’ disease area and that distribute our product. |
OTHER INCOME
OTHER INCOME | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Government Grants [Abstract] | |
OTHER INCOME | OTHER INCOME Amounts in $ ‘000 2022 2021 2020 Grants 1,774 2,620 1,829 Gain on divestment in associates 12,242 — — Other 507 — — Total 14,523 2,620 1,829 The received grants amounted to $1.8 million in 2022 (2021: $2.6 million; 2020: $1.8 million). The grants are annual payroll-tax reimbursement granted by the Dutch and French governments for research and development activities actually conducted by the Company in those countries. The gain on divestment in associates relates to the sale of shares of BioConnection, following receipt of an offer for all shares in BioConnection by Gimv. As a result of this transaction, Pharming has recognized a gain of $12.2 million at initial recognition, which relates to the initial recognition of the obtained preference share ($7.9 million) and the gain on the dilution of ordinary shares in BioConnection ($4.3 million). Further reference is made to Note 12. |
EXPENSES BY NATURE
EXPENSES BY NATURE | 12 Months Ended |
Dec. 31, 2022 | |
Expenses by nature [abstract] | |
EXPENSES BY NATURE | EXPENSES BY NATURE Costs of sales Costs of sales in 2022, 2021 and 2020 were as follows: Amounts in $ ‘000 2022 2021 2020 Costs of sales (17,398) (19,107) (23,539) Obsolescence inventory impairments (164) (2,035) — Total (17,562) (21,142) (23,539) Costs of sales in 2022 and 2021 amounted to $17.4 million and $19.1 million and relate to actual product sales. Obsolescence inventory impairment stems from the valuation of the inventories against lower net realizable value. Impairments related to inventories designated for commercial activities in 2022 and 2021 amounted to a charge of $0.2 million and $2.0 million. Costs of research and development Research and development costs in 2022, 2021 and 2020 were as follows: Amounts in $ ‘000 2022 2021 2020 Employee costs (20,595) (24,451) (20,984) Amortization costs IFA (55) (132) (774) Impairment losses IFA — (4,992) — Depreciation PPE and right of use assets (1,602) (3,152) (2,062) Direct Operating Expenses (27,107) (33,190) (12,804) Other indirect research and development costs (3,172) (4,452) (1,895) Total research and development costs (52,531) (70,369) (38,519) Operating expenses for research and development activities in 2022 and 2021 were $52.5 million and $70.4 million. The costs mainly relate to leniolisib, for the treatment of APDS, and AKI and cattle. The costs for 2021 include costs incurred for OTL-105 ($13.1 million) and impairment losses of $5.0 million on intangible assets related to the development of RUCONEST® in a more convenient form for patients (see Note 9). Costs of general and administrative activities General and administrative costs for 2022, 2021 and 2020 were as follows: Amounts in $ ‘000 2022 2021 2020 Employee costs (14,868) (12,178) (11,217) Amortization costs IFA (492) — — Depreciation PPE and right of use assets (2,525) (857) (1,144) Impairment losses PPE and right of use assets (4,376) (5,447) — Direct Operating Expenses (9,038) (8,419) (9,546) Other indirect general and administrative costs (14,717) (10,073) (2,178) Total general and administrative costs (46,016) (36,974) (24,085) For the years ended December 31, 2022 and 2021, operating expenses for general and administrative activities were $46.0 million and $37.0 million. Other indirect general and administrative costs include insurance, compliance, control implementation and other costs. Costs of marketing and sales activities Marketing and sales costs for 2022, 2021 and 2020 were as follows: Amounts in $ ‘000 2022 2021 2020 Employee costs (32,858) (24,125) (23,094) Amortization costs IFA (3,765) (4,098) (3,238) Depreciation PPE and right of use assets (372) (930) (865) Direct Operating Expenses (42,398) (28,543) (23,362) Other indirect marketing and sales costs (6,410) (1,749) (1,045) Total marketing and sales costs (85,803) (59,445) (51,604) For the years ended December 31, 2022 and 2021, operating expenses for marketing and sales were $85.8 million and $59.4 million. Employee benefits Employee benefit costs for 2022, 2021 and 2020 were as follows: Amounts in $ ‘000 2022 2021 2020 Salaries (53,328) (44,202) (36,811) Social security costs (6,317) (5,318) (4,302) Pension costs (2,284) (2,179) (1,844) Share-based compensation (6,392) (9,055) (8,405) Total (68,321) (60,754) (51,362) Salaries include holiday allowances and cash bonuses for staff. Depreciation and amortization charges Depreciation and amortization charges are included in: Amounts in $ ‘000 2022 2021 2020 Property, plant and equipment (1,993) (2,158) (2,044) Intangible assets (4,312) (4,232) (4,008) Total (6,305) (6,390) (6,052) Right of use assets (2,565) (2,781) (2,027) Total (2,565) (2,781) (2,027) |
OTHER FINANCIAL INCOME AND EXPE
OTHER FINANCIAL INCOME AND EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Other Financial Income And Cost [Abstract] | |
OTHER FINANCIAL INCOME AND EXPENSES | OTHER FINANCIAL INCOME AND EXPENSES Amounts in $ ‘000 2022 2021 2020 Interest income 85 53 715 Foreign currency results 4,400 14,841 Other financial income 4,485 14,894 715 Loan settlement — — (4,313) Foreign currency results — — (19,233) Interest loans and borrowings (4,736) (5,296) (5,178) Interest leases (622) (795) (766) Contingent consideration — — (3,744) Other financial expenses (105) (94) (74) Other financial expenses (5,463) (6,185) (33,308) Total other financial income and expenses (978) 8,709 (32,593) Loan settlement In 2020, settlement fees and expenses were paid for an amount of $4.3 million as a result of the fact that the Company, in 2020, paid back and extinguished the loan from Orbimed Advisors completely. In 2022 and 2021, no settlement fees were paid. Foreign currency results These results primarily follow from the revaluation of bank balances which are denominated in foreign currencies, mainly U.S. dollars, and the timing of foreign currency payments against the actual exchange rate as compared to the original exchange rate applied upon the charge of fees or expenses. The gains in 2022 are mainly a result of the revaluation of the bank balances in U.S. dollars, incorporated in our Dutch entities where the functional currency is Euro. Interest loans and borrowings Interest on loans and borrowings in 2022, 2021 and 2020 relate to the amortized costs from the convertible bond and loans and borrowings, calculated under IFRS at the effective rate of interest, which takes account of any equity component on recognition such as warrants or early repayment options. Contingent consideration |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Income Tax [Abstract] | |
INCOME TAX | INCOME TAX Income taxes on ordinary activities The following table specifies the current and deferred tax components of income taxes in the income statement: Amounts in $ ‘000 2022 2021 2020 Income tax expense Current tax Current tax on profit for the year (3,761) (97) (2,705) Adjustments for current tax of prior periods (9) 96 1,497 Total current tax expense (3,770) (1) (1,208) Deferred income tax Deferred tax on profit for the year 2,581 (8,196) (8,609) Adjustments for deferred tax of prior periods (124) 1,115 3,469 Total deferred tax expense 2,457 (7,081) (5,140) Income tax expense (1,313) (7,082) (6,348) Effective income tax rate Pharming Group’s effective rate in its consolidated income statement differed from The Netherlands’ statutory tax rate of 25.8%. The following table reconciles the statutory income tax rate with the effective income tax rate in the consolidated income statement: Amounts in $ ‘000 2022 2021 2020 Reconciliation of tax charge Profit, (loss) on ordinary activities before taxation 14,987 23,078 44,094 Profit/(loss) on ordinary activities multiplied by standard rate of tax in The Netherlands (3,866) (5,770) (11,023) Effects of: Tax rate in other jurisdictions 554 307 266 Non-taxable income (expense) 2,142 (2,853) 293 Adjustments of prior periods 15 655 2,122 Change in statutory applicable tax rate (1) 555 2,844 Other (157) 24 (850) Income tax expense for the year (1,313) (7,082) (6,348) Factors affecting current and future tax charges The main difference between the nominal tax and the effective tax for the year 2022 can be explained by the effects of non-taxable income, mainly related to the other income generated from the dilution of shares of our investment accounted for using the equity method and share-based payments, U.S. State taxes and the effect of taxable income generated and taxed in jurisdictions where tax rates differ from the statutory rate in The Netherlands. Deferred tax The balance of the net deferred tax assets/(liabilities) is therefore shown below: Amounts in $ ‘000 2022 2021 Total deferred tax assets 29,211 27,025 Total deferred tax liabilities (6,238) (5,809) Total net deferred tax assets /( liabilities) 22,973 21,216 The deferred tax assets and liabilities are offset since there is a legally enforceable right to set off current tax assets against current tax liabilities and since the deferred tax income taxes relate to the same tax jurisdiction. The significant components and annual movements of deferred income tax assets as of December 31, 2022 and December 31, 2021 are as follows: Amounts in $ ‘000 2022 2021 Intangible fixed assets 9,876 10,493 Lease Liabilities 7,042 3,795 Accruals 2,026 2,289 Other 6,721 2,672 Tax losses 3,546 7,776 Total deferred tax assets 29,211 27,025 Amounts in $ ‘000 Intangible fixed assets Lease liabilities Accruals Other Tax losses Total At January 1, 2021 17,705 1,279 5,123 3,856 5,772 33,735 (Charged)/credited - to profit or loss (6,121) 2,696 (2,834) 823 2,515 (2,921) - other movement — — — (598) — (598) - to accumulated deficit — — — (1,366) — (1,366) - currency translation (1,091) (180) — (43) (511) (1,825) At December 31, 2021 10,493 3,795 2,289 2,672 7,776 27,025 (Charged)/credited - to profit or loss — 3,431 (263) 3,746 (3,814) 3,100 - other movement — — — (28) — (28) - to accumulated deficit — — — 337 — 337 - currency translation (617) (184) — (6) (416) (1,223) At December 31, 2022 9,876 7,042 2,026 6,721 3,546 29,211 Based upon the Company’s latest budget for 2023 and its long-range forecasts for the three years thereafter, it is considered probable that there will be sufficient taxable profits in the future to realize the deferred tax assets, and therefore these assets should continue to be recognized in these financial statements. Deferred taxes relating to intangible fixed assets represent the tax effect on temporary difference between the tax base and the carrying amount of the rights to the Pompe program, which were at the end of 2018 transferred within the Group. The deferred taxes relating to the rights to the Pompe program will be realized through the amortization of the intangible assets once in use within the fiscal unity. Accruals represent deferred tax assets recognized for temporary differences between the carrying amount and tax bases of accrued liabilities in the United States. The unused tax losses were incurred by the Dutch fiscal unity and Pharming Healthcare. The calculation of the deferred tax asset is as shown below: Amounts in $ ‘000 2022 2021 Net Operating Losses - Netherlands Net Operating Losses at year-end 13,556 25,364 Portion selected for deferred tax asset 13,556 25,364 Tax rates used: 2023 and later: 25,8% (25%) 3,497 6,545 Total tax effect Netherlands 3,497 6,545 Net Operating Losses - U.S. Net Operating Losses at year-end 670 4,356 Portion selected for deferred tax asset 670 4,356 Tax rate used: 2022: 28,26% — 1,231 2023 and later: 7,65% 49 Total tax effect U.S. 49 1,231 Tax effect Netherlands - losses deferred 3,497 6,545 Tax effect U.S. - losses deferred 49 1,231 Total deferred tax asset 3,546 7,776 The current part of the net deferred tax assets is $5.4 million and $2.4 million for the years ended December 31, 2022 and 2021. The component and annual movement of deferred income tax liabilities as of December 31, 2022 and December 31, 2021 are as follows: Amounts in $ ‘000 2022 2021 Tangible fixed assets (6,238) (4,149) Other liabilities — (1,660) Total deferred tax liabilities (6,238) (5,809) Amounts in $ ‘000 Tangible fixed assets Other liabilities Total At January 1, 2021 (1,648) (210) (1,858) (Charged)/credited - to profit or loss (2,710) (1,450) (4,160) - to other comprehensive income - currency translation 209 — 209 At December 31, 2021 (4,149) (1,660) (5,809) (Charged)/credited - to profit or loss (2,302) 1,660 (642) - other movement 28 28 - currency translation 185 — 185 At December 31, 2022 (6,238) — (6,238) |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Amounts in $ ‘000 Transgenic technology RUCONEST® for HAE (EU) Development costs Re-acquired Novartis License Software Total At cost 3,256 648 7,779 77,806 24,667 958 115,114 Accumulated: Amortization charges (3,213) (648) — (14,699) — (104) (18,664) Impairment charges (43) — (2,324) — — — (2,367) Carrying value at January 1, 2021 — — 5,455 63,107 24,667 854 94,083 Amortization charges — — — (4,054) — (178) (4,232) Impairment charges — — (4,991) — — — (4,991) Assets acquired — — — — 2,530 3,447 5,977 Transfer from PPE - cost — — — — — 175 175 Transfer from PPE - accumulated amortization — — — — — (78) (78) Divestments - cost (3,145) — — — — (99) (3,244) Divestment - accumulated amortization 3,105 — — — — 99 3,204 Divestment - impairment charges 40 — — — — — 40 Currency translation - cost (111) (50) (599) (5,995) (2,012) (226) (8,993) Currency translation - amortization 108 50 — 1,312 — 19 1,489 Currency translation - impairment 3 — 401 — — — 404 MOVEMENT 2021 — — (5,189) (8,737) 518 3,159 (10,249) At cost — 598 7,180 71,811 25,185 4,255 109,029 Accumulated: Amortization charges — (598) — (17,441) — (242) (18,281) Impairment charges — — (6,914) — — — (6,914) Carrying value at December 31, 2021 — — 266 54,370 25,185 4,013 83,834 Amortization charges — — — (3,597) — (720) (4,317) Impairment charges — — — — — — — Assets acquired — — — — — 601 601 Transfer from PPE - cost — — — — — — — Transfer from PPE - accumulated amortization — — — — — — — Divestments - cost — — (6,431) — — — (6,431) Divestment - accumulated amortization — — — — — — — Divestment - impairment charges — — 6,431 — — — 6,431 Currency translation - cost — (35) (499) (4,228) (1,482) (235) (6,479) Currency translation - amortization — 35 — 984 — (20) 999 Currency translation - impairment — — 483 — — — 483 Movement 2022 — — (16) (6,841) (1,482) (374) (8,713) At cost — 563 250 67,583 23,703 4,621 96,720 Accumulated: Amortization charges — (563) — (20,054) — (982) (21,599) Impairment charges — — — — — — — Carrying value at December 31, 2022 — — 250 47,529 23,703 3,639 75,121 Transgenic technology The transgenic technology relates to the patents and licenses historically acquired in light of Pharming’s production platform on the expression of human proteins in the milk of transgenic mammals. This technology enables the development of complex therapeutic proteins in a cost-effective manner. During 2021, these assets were disposed. RUCONEST® for HAE (EU) In 2022, the Company has capitalized development costs in relation to RUCONEST® for HAE in the EU. Following market launch of the product in 2010 the amortization of the asset started, and no further development costs have been capitalized in respect to this item since then. These development costs are fully amortized at the end of 2022 and 2021. Development costs In 2014, the Company acquired assets from Transgenic Rabbit Models SASU, for a total amount of $0.5 million, which was recognized as intangible assets related to development costs of two new product leads: alpha-glucosidase for Pompe disease and alpha-galactosidase for Fabry’s disease. Given a re-prioritization of the effort invested in the Company’s pipeline asset, the board of directors decided to fully impair the asset relating to alpha-galactosidase for Fabry’s disease in 2021, resulting in an impairment charge of $0.3 million. In 2022, this asset has been disposed. In 2018, the Company started to modify the current product RUCONEST® for more convenient forms of administration by the patient. This was expected to have resulted in better variants of the existing product. A total amount of $4.5 million for the new variant prioritized version has been recognized as an internally generated intangible asset as at December 31, 2019. In 2020, the Company incurred $0.2 million development costs, while in 2021 no costs were incurred given a re-prioritization of the effort invested in the Company’s pipeline assets. The cost of the asset has been fully impaired in 2021 as the development program of the variant has been hibernated, resulting in an impairment charge of $4.7 million. In 2022, the assets have been disposed. The remaining balance of $0.3 million relates to the asset related to development costs of a product lead for alpha-glucosidase for Pompe disease. Re-acquired rights and Licenses The re-acquired rights relate to the acquisition of all North American commercialization rights from Bausch Health (formerly Valeant Pharmaceuticals) in 2016 and the acquisition of all European commercialization and distribution rights from Swedish Orphan International AB, or Sobi, in 2020. Novartis license In August 2019, Pharming entered into a development collaboration and license agreement with Novartis to develop and commercialize leniolisib, the P13Kδ inhibitor being developed by Novartis to treat patients with Activated Phosphoinositide 3-kinase Delta Syndrome, or APDS. In 2022, no additional development costs were capitalized. Note that FDA approval was granted as per March 24, 2023 and hence the asset will start amortizing in 2023. Software |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment [abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Amounts in $ ‘000 Land and land improvements Operational facilities Leasehold Improvement Machinery and equipment Other Asset under construction Total At cost 33 6,170 2,476 6,591 9,602 2,872 27,744 Accumulated depreciation — (3,030) (2,176) (5,375) (4,937) — (15,518) Carrying value at January 1, 2021 33 3,140 300 1,216 4,665 2,872 12,226 Investments — 27 457 1,206 952 8,097 10,739 Internal transfer - cost — (544) 3,097 7,977 (5,743) (4,787) — Internal transfer - accumulated depreciation — 408 61 (3,871) 3,402 — — Transfer to software - cost — — — — (175) — (175) Transfer to software - accumulated depreciation — — — — 78 — 78 Divestments — (2) — (20) (131) (5,447) (5,600) Depreciation charges — (455) (86) (2,004) (680) — (3,225) Depreciation of disinvestment — 2 — 4 54 — 60 Currency translation - cost (2) (451) (324) (914) (347) (112) (2,150) Currency translation - accumulated depreciation — 236 166 674 193 — 1,269 Movement 2021 (2) (779) 3,371 3,052 (2,397) (2,249) 996 At cost 31 5,200 5,706 14,840 4,158 623 30,558 Accumulated depreciation — (2,839) (2,035) (10,572) (1,890) — (17,336) Carrying value at December 31, 2021 31 2,361 3,671 4,268 2,268 623 13,222 Investments — 54 15 797 504 6 1,376 Internal transfer - cost — — 42 380 170 (592) — Internal transfer - accumulated depreciation — — — — — — — Transfer to software - cost — — — — — — — Transfer to software - accumulated depreciation — — — — — — — Divestments (29) (214) (107) (6,422) (27) — (6,799) Impairment — (72) (55) (377) (13) — (517) Depreciation charges — (403) (294) (1,116) (822) — (2,635) Depreciation of disinvestment — 214 107 6,097 27 — 6,445 Currency translation - cost (2) (309) (319) (940) (101) (31) (1,702) Currency translation - accumulated depreciation — 162 114 676 50 — 1,002 Movement 2022 (31) (568) (497) (905) (212) (617) (2,830) At cost — 4,659 5,282 8,278 4,691 6 22,916 Accumulated depreciation — (2,866) (2,108) (4,915) (2,635) — (12,524) Carrying value at December 31, 2022 — 1,793 3,174 3,363 2,056 6 10,392 The Company had capital expenditures of $1.4 million and $10.7 million, mainly related to new machinery and equipment for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 and 2021, depreciation charges on machinery and equipment of $1.0 million and $1.1 million have been charged to the value of inventories and an amount of $1.6 million and $2.1 million of the total depreciation costs for 2022 and 2021 have been charged to the statement of income. The divestments during 2022 mainly relate to fully depreciated assets which were disposed. During 2021, the Company has assessed the assets in the “Other PPE” category and concluded that for some assets, having a carrying value of $2.3 million, better fit the characteristics of machinery and equipment, operational facilities or leasehold improvements. These assets have been reclassified to the corresponding categories. |
RIGHT-OF-USE ASSETS
RIGHT-OF-USE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Leases [Abstract] | |
RIGHT-OF-USE ASSETS | RIGHT-OF-USE ASSETS This Note provides information for leases where the Group is a lessee. Amounts recognized in the balance sheet The balance sheet shows the following amounts relating to lease: Amounts in $ ‘000 Buildings Cars Total Carrying value at At cost 10,874 2,290 13,164 Carrying value at Accumulated depreciation (3,103) (634) (3,737) Carrying value at January 1, 2021 7,771 1,656 9,427 Investments 13,802 401 14,203 Divestments (51) (165) (216) Depreciation charges (2,112) (669) (2,781) Depreciation of disinvestment 30 81 111 Other movement - cost (478) (79) (557) Other movement - accumulated depreciation 644 57 701 Currency translation - cost (1,148) (67) (1,215) Currency translation - accumulated depreciation 245 25 270 Movement 2021 10,932 (416) 10,516 At cost 22,999 2,380 25,379 Accumulated depreciation (4,296) (1,140) (5,436) Carrying value at December 31, 2021 18,703 1,240 19,943 Investments 15,066 1,741 16,807 Divestments (292) (739) (1,031) Depreciation charges (2,223) (797) (3,020) Depreciation of disinvestment 78 596 674 Impairment (3,860) — (3,860) Depreciation Impairment 59 — 59 Currency translation - cost (1,029) (48) (1,077) Currency translation - accumulated depreciation 197 61 258 Movement 2022 7,996 814 8,810 At cost 32,884 3,334 36,218 Accumulated depreciation (6,185) (1,280) (7,465) Carrying value at December 31, 2022 26,699 2,054 28,753 Investments in buildings in 2022 primarily relate to the lease contract for the DSP facility at Pivot Park, Oss. As communicated in prior year, as a result of our renewed strategic manufacturing partnership with long-term manufacturing partner Sanofi S.A., the Company decided to have the construction of the new building completed, but no longer pursue the realization of its own downstream production capacity at Pivot Park in Oss. During 2022, the lease commenced and resulted in an investment of $14.6 million. We will continue to use the building for alternative purposes. As a result of aforementioned decision, the right of use asset was impaired for an amount of $3.9 million. The impairment was calculated on a value in use basis, using the incremental borrowing rate as the applicable discount rate (4.47%). The recoverable amount is reflecting in the book value of the asset, being $10.7 million The Company applies for the exemption of accounting of short-term leases and low-value leases. The amounts recorded in the consolidated statement of income are immaterial to the financial statements. Amounts recognized in the statement of income The statement of income shows the following amounts relating to leases: Amounts in $ ‘000 2022 2021 2020 Depreciation rights of use assets Depreciation right of use buildings (2,223) (2,112) (1,681) Depreciation right of use cars (797) (669) (346) Total depreciation right of use assets (3,020) (2,781) (2,027) Interest expense (Note 7) (622) (795) (766) Total expense right of use assets (3,642) (3,576) (2,793) Lease charges For the years ended December 31, 2022, 2021 and 2020, the Company charged $3.6 million, $3.6 million and $2.8 million, respectively, to the statement of income with regard to lease commitments for office rent, equipment, facilities and lease cars. The non-cancellable leases at December 31, 2022 have remaining terms of between one The expected lease charges after the end of the reporting year have been disclosed in Note 24 below. Allocations of the lease charges to costs or general and administrative expenses have been based on the nature of the asset in use. Lease liabilities can be specified as follows: Amounts in $ ‘000 2022 2021 Balance at January 1 20,875 10,192 New Leases 16,248 14,118 Interest expense accrued 718 680 Payments of lease liabilities (3,311) (3,217) Other movements (348) 94 Currency translation (874) (992) Balance at December 31 33,308 20,875 - Current portion 3,465 2,419 - Non-current portion 29,843 18,456 New leases in 2022 primarily relate to new lease contracts for our operational facilities in The Netherlands. Future minimum lease payments as at December 31, 2022 and 2021 are as follows: 2022 2021 Amounts in $ ‘000 Minimum payments Present value of payments Minimum payments Present value of payments Within one year 4,644 4,535 3,118 3,068 After one year but not more than five years 15,157 13,582 10,255 9,392 More than five years 20,890 15,191 10,123 8,415 Balance at December 31 40,691 33,308 23,496 20,875 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Interest In Other Entities [Abstract] | |
INVESTMENTS | INVESTMENTS 12.1 INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD The investment in BioConnection BV (BioConnection) announced in April 2019 provides the Company with significant influence over BioConnection, and as such has been treated as an associate of the Group. As at December 31, 2022, the asset relates to an investment in the ordinary shares of BioConnection Investments B.V. During the second quarter of 2022, Pharming entered into a share purchase agreement, following receipt of an offer for all shares in BioConnection by Gimv, a European investment company listed on Euronext Brussels. The existing shareholders (including Pharming) reached agreement with Gimv on the sale of all issued and outstanding shares to a new holding company (BioConnection Investments B.V.) incorporated by Gimv, followed by a partial re-investment by existing shareholders of the purchase price in the share capital of BioConnection Investments B.V. The re-investment relates to the purchase of ordinary shares and a preference share. The transaction diluted Pharming’s stake in BioConnection from 43.85% in 2021 to 22.98% in 2022. Furthermore, as part of this transaction, the financial guarantee recognized in 2019, was released. The Board of Directors made an assessment on the accounting treatment of the agreement and concluded that the sale of the BioConnection ordinary shares and purchase of the BioConnection Investments B.V. ordinary shares shall be considered as a dilution of an existing equity stake in an investment accounted for using they equity method. Hence Pharming recognized the dilution of its equity stake as a reduction of the carrying amount of the investment accounted for using the equity method. The preference share is valued as an investment in debt instruments designated at FVTPL. As a result of this transaction, Pharming has received one-off net cash proceeds of $7.3 million (EUR6.9 million) and recognized a gain of $12.2 million. BioConnection has a share capital consisting solely of ordinary shares, which are held directly by a small group of shareholders. The proportion of ownership interest is the same as the proportion of voting rights held. % of ownership interest Name of entity Place of business 2022 2021 2020 Nature of relationship Measurement method BioConnection Investment B.V. Oss, NL 22.98 % 43.85 % 43.85 % Associate Equity $ ‘000 Carrying amount Name of entity 2022 2021 2020 BioConnection Investment B.V. Balance at January 1 7,201 7,118 6,177 Movement during the year Share in net profit (1,083) 694 361 Amortization of financial guarantee (153) (33) (32) Dilution of equity stake (2,991) — — Currency translation (473) (578) 612 Balance at December 31 2,501 7,201 7,118 12.2 INVESTMENT IN DEBT INSTRUMENTS DESIGNATED AS AT FVTPL The asset relates to the preference share as obtained as part of the agreement referred to above relating to BioConnection Investments B.V. The Board of Director’s made an assessment on the accounting treatment of the preference share obtained. The Board concluded that the asset should be recognized as a financial asset (debt instrument) measured at initial recognition at fair value, subsequently measured at fair value through profit and loss. The fair value was calculated based on a commonly accepted valuation method, the option pricing model (“OPM”), which considers the share classes as call options on the total shareholders’ equity value according to the rights and preferences of each class of equity. The payoff profile of the share classes was analyzed through a portfolio of call options, with the total equity value of a company as the underlying asset of the options and specific terms for each option calibrated to mirror, in aggregate, the payoff profile of the share classes. Relying on the forward-looking Black-Scholes-Merton (“BSM”) financial instrument pricing framework, the OPM effectively captures the full range of potential outcomes for the share classes at exit. The OPM takes into consideration the full spectrum of risks in terms of future potential upside or downside but does not require explicit estimates of the possible future outcomes. The BSM model is commonly used to price assets on financial markets and allows to estimate the theoretical value of a call option, using six key parameters, namely the underlying equity value, strike price, time to maturity, risk free rate, expected volatility of the underlying equity and dividend yield on the underlying equity, which is a Level 3 input in terms of IFRS 13. Significant increases or decreases in equity value, volatility and time to maturity and below assumptions in isolation would result in a significantly lower or higher fair value assessment. The following assumptions were used in the Black-Scholes model to determine the fair value of the asset: 2022 Expected time to maturity 5 years Volatility 55 % Risk-free interest rate 2.51 % The carrying amount of this investment has changed as follows: Amounts in $ ‘000 2022 Balance at January 1 — Investment 7,933 Fair value changes (1,185) Currency translation 79 Balance at December 31 6,827 Sensitivity analysis To illustrate the exposure of the carrying value of the investment to further fair value movements as a result of changes in the economic environment, a sensitivity analysis of fair value has been prepared over the key drivers most affected by the current uncertainties. It is possible that there will be movements in these key inputs after December 31, 2022. While it is unlikely that these reported inputs would move in isolation, these sensitivities have been performed independently to illustrate the impact each individual input has on the reported fair value, and they do not represent management’s estimate at December 31, 2022. The main assumptions in determination of the equity value are shown in below table. Preference share BioConnection (in million $) Revenue level Fair value Discount rate Fair value EBITDA margin Fair value -10.0 % 5.8 -2.0 % 7.4 -5.0 % 6.2 -5.0 % 6.3 -1.0 % 7.0 -2.5 % 6.5 Base case 6.8 Base case 6.8 Base case 6.8 +5.0% 7.3 +1.0% 6.6 +2.5% 7.1 +10.0% 7.6 +2.0% 6.4 +5.0% 7.4 The impact of the remaining variables on the Black-Scholes model are shown in below table: Preference share BioConnection (in million $) Time to maturity Fair value Volatility Fair value -2 years 8.2 -10.0 % 7.8 - 1 year 7.5 -5.0 % 7.3 Base case 6.8 Base case 6.8 + 1 year 6.3 +5.0% 6.4 + 2 years 5.8 +10.0% 6.0 12.3 INVESTMENT IN EQUITY INSTRUMENTS DESIGNATED AS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME The Group holds 1.00% of the ordinary share capital of Orchard Therapeutics Plc., or Orchard, a global gene therapy leader. The shares were acquired as of 1 July 2021, as part of strategic collaboration between Pharming Group NV and Orchard Therapeutics to research, develop, manufacture and commercialize OTL-105, a newly disclosed investigational ex-vivo autologous HSC gene therapy for the treatment of HAE, a life-threatening rare disorder that causes recurring swelling attacks in the face, throat, extremities and abdomen. As part of the agreement, Orchard received an upfront payment of $17.5 million comprising of $10.0 million in cash and a $7.5 million equity investment from Pharming at a premium to Orchard’s fair value share price. Orchard is also eligible to receive up to $189.5 million in development, regulatory and sales milestones as well as mid-single to low double-digit royalty payments on future worldwide sales. The fair value of the shares at acquisition was $4.6 million. The upfront cash payment of $10.0 million and the premium on the share price of $2.9 million were expensed as an R&D expense for 2021. See Note 7. The fair value of the investment at December 31, 2022 was $0.4 million. Management does not consider that the Group is able to exercise significant influence over Orchard as the other 99.0% of the ordinary share capital is publicly traded at the Nasdaq stock exchange (Nasdaq: ORTX). % of ownership interest Name of entity Place of business 2022 2021 2020 Nature of relationship Measurement method Orchard Therapeutics Plc. London, UK 1.00% 1.00% —% Investment Fair value The fair value as at December 31, 2022 was determined on the basis of the trading price as at that date. $ ‘000 Carrying amount Name of entity 2022 2021 2020 Orchard Therapeutics Plc. Balance at January 1 1,449 — — Movement during the year Initial recognition — 4,589 — Fair value adjustments through OCI (950) (3,077) Currency Translation (96) (63) — Balance at December 31 403 1,449 — |
INVESTMENTS | INVESTMENTS 12.1 INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD The investment in BioConnection BV (BioConnection) announced in April 2019 provides the Company with significant influence over BioConnection, and as such has been treated as an associate of the Group. As at December 31, 2022, the asset relates to an investment in the ordinary shares of BioConnection Investments B.V. During the second quarter of 2022, Pharming entered into a share purchase agreement, following receipt of an offer for all shares in BioConnection by Gimv, a European investment company listed on Euronext Brussels. The existing shareholders (including Pharming) reached agreement with Gimv on the sale of all issued and outstanding shares to a new holding company (BioConnection Investments B.V.) incorporated by Gimv, followed by a partial re-investment by existing shareholders of the purchase price in the share capital of BioConnection Investments B.V. The re-investment relates to the purchase of ordinary shares and a preference share. The transaction diluted Pharming’s stake in BioConnection from 43.85% in 2021 to 22.98% in 2022. Furthermore, as part of this transaction, the financial guarantee recognized in 2019, was released. The Board of Directors made an assessment on the accounting treatment of the agreement and concluded that the sale of the BioConnection ordinary shares and purchase of the BioConnection Investments B.V. ordinary shares shall be considered as a dilution of an existing equity stake in an investment accounted for using they equity method. Hence Pharming recognized the dilution of its equity stake as a reduction of the carrying amount of the investment accounted for using the equity method. The preference share is valued as an investment in debt instruments designated at FVTPL. As a result of this transaction, Pharming has received one-off net cash proceeds of $7.3 million (EUR6.9 million) and recognized a gain of $12.2 million. BioConnection has a share capital consisting solely of ordinary shares, which are held directly by a small group of shareholders. The proportion of ownership interest is the same as the proportion of voting rights held. % of ownership interest Name of entity Place of business 2022 2021 2020 Nature of relationship Measurement method BioConnection Investment B.V. Oss, NL 22.98 % 43.85 % 43.85 % Associate Equity $ ‘000 Carrying amount Name of entity 2022 2021 2020 BioConnection Investment B.V. Balance at January 1 7,201 7,118 6,177 Movement during the year Share in net profit (1,083) 694 361 Amortization of financial guarantee (153) (33) (32) Dilution of equity stake (2,991) — — Currency translation (473) (578) 612 Balance at December 31 2,501 7,201 7,118 12.2 INVESTMENT IN DEBT INSTRUMENTS DESIGNATED AS AT FVTPL The asset relates to the preference share as obtained as part of the agreement referred to above relating to BioConnection Investments B.V. The Board of Director’s made an assessment on the accounting treatment of the preference share obtained. The Board concluded that the asset should be recognized as a financial asset (debt instrument) measured at initial recognition at fair value, subsequently measured at fair value through profit and loss. The fair value was calculated based on a commonly accepted valuation method, the option pricing model (“OPM”), which considers the share classes as call options on the total shareholders’ equity value according to the rights and preferences of each class of equity. The payoff profile of the share classes was analyzed through a portfolio of call options, with the total equity value of a company as the underlying asset of the options and specific terms for each option calibrated to mirror, in aggregate, the payoff profile of the share classes. Relying on the forward-looking Black-Scholes-Merton (“BSM”) financial instrument pricing framework, the OPM effectively captures the full range of potential outcomes for the share classes at exit. The OPM takes into consideration the full spectrum of risks in terms of future potential upside or downside but does not require explicit estimates of the possible future outcomes. The BSM model is commonly used to price assets on financial markets and allows to estimate the theoretical value of a call option, using six key parameters, namely the underlying equity value, strike price, time to maturity, risk free rate, expected volatility of the underlying equity and dividend yield on the underlying equity, which is a Level 3 input in terms of IFRS 13. Significant increases or decreases in equity value, volatility and time to maturity and below assumptions in isolation would result in a significantly lower or higher fair value assessment. The following assumptions were used in the Black-Scholes model to determine the fair value of the asset: 2022 Expected time to maturity 5 years Volatility 55 % Risk-free interest rate 2.51 % The carrying amount of this investment has changed as follows: Amounts in $ ‘000 2022 Balance at January 1 — Investment 7,933 Fair value changes (1,185) Currency translation 79 Balance at December 31 6,827 Sensitivity analysis To illustrate the exposure of the carrying value of the investment to further fair value movements as a result of changes in the economic environment, a sensitivity analysis of fair value has been prepared over the key drivers most affected by the current uncertainties. It is possible that there will be movements in these key inputs after December 31, 2022. While it is unlikely that these reported inputs would move in isolation, these sensitivities have been performed independently to illustrate the impact each individual input has on the reported fair value, and they do not represent management’s estimate at December 31, 2022. The main assumptions in determination of the equity value are shown in below table. Preference share BioConnection (in million $) Revenue level Fair value Discount rate Fair value EBITDA margin Fair value -10.0 % 5.8 -2.0 % 7.4 -5.0 % 6.2 -5.0 % 6.3 -1.0 % 7.0 -2.5 % 6.5 Base case 6.8 Base case 6.8 Base case 6.8 +5.0% 7.3 +1.0% 6.6 +2.5% 7.1 +10.0% 7.6 +2.0% 6.4 +5.0% 7.4 The impact of the remaining variables on the Black-Scholes model are shown in below table: Preference share BioConnection (in million $) Time to maturity Fair value Volatility Fair value -2 years 8.2 -10.0 % 7.8 - 1 year 7.5 -5.0 % 7.3 Base case 6.8 Base case 6.8 + 1 year 6.3 +5.0% 6.4 + 2 years 5.8 +10.0% 6.0 12.3 INVESTMENT IN EQUITY INSTRUMENTS DESIGNATED AS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME The Group holds 1.00% of the ordinary share capital of Orchard Therapeutics Plc., or Orchard, a global gene therapy leader. The shares were acquired as of 1 July 2021, as part of strategic collaboration between Pharming Group NV and Orchard Therapeutics to research, develop, manufacture and commercialize OTL-105, a newly disclosed investigational ex-vivo autologous HSC gene therapy for the treatment of HAE, a life-threatening rare disorder that causes recurring swelling attacks in the face, throat, extremities and abdomen. As part of the agreement, Orchard received an upfront payment of $17.5 million comprising of $10.0 million in cash and a $7.5 million equity investment from Pharming at a premium to Orchard’s fair value share price. Orchard is also eligible to receive up to $189.5 million in development, regulatory and sales milestones as well as mid-single to low double-digit royalty payments on future worldwide sales. The fair value of the shares at acquisition was $4.6 million. The upfront cash payment of $10.0 million and the premium on the share price of $2.9 million were expensed as an R&D expense for 2021. See Note 7. The fair value of the investment at December 31, 2022 was $0.4 million. Management does not consider that the Group is able to exercise significant influence over Orchard as the other 99.0% of the ordinary share capital is publicly traded at the Nasdaq stock exchange (Nasdaq: ORTX). % of ownership interest Name of entity Place of business 2022 2021 2020 Nature of relationship Measurement method Orchard Therapeutics Plc. London, UK 1.00% 1.00% —% Investment Fair value The fair value as at December 31, 2022 was determined on the basis of the trading price as at that date. $ ‘000 Carrying amount Name of entity 2022 2021 2020 Orchard Therapeutics Plc. Balance at January 1 1,449 — — Movement during the year Initial recognition — 4,589 — Fair value adjustments through OCI (950) (3,077) Currency Translation (96) (63) — Balance at December 31 403 1,449 — |
RESTRICTED CASH, CASH AND CASH
RESTRICTED CASH, CASH AND CASH EQUIVALENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subclassifications of assets, liabilities and equities [abstract] | |
RESTRICTED CASH, CASH AND CASH EQUIVALENTS | RESTRICTED CASH, CASH AND CASH EQUIVALENTS Amounts in $ ‘000 2022 2021 Restricted cash (non-current) 1,099 812 Restricted cash (current) 213 227 Cash and cash equivalents 207,342 191,924 Total restricted cash, cash and cash equivalents 208,654 192,963 Cash and cash equivalents comprises of cash and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, except for restricted cash, which amounts to $1.3 million and $1.0 million in 2022 and 2021 respectively. Restricted cash includes the value of banker’s guarantees issued with respect to (potential) commitments towards third parties which is considered to be of a short-term nature. Furthermore, restricted cash includes a deposit for rent which is considered long-term. As such, although temporarily restricted, the Company can access the current portion of this cash if necessary. For purposes of the cash flow statements all restricted cash is not considered as “ cash and cash equivalents ” |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Inventories [Abstract] | |
INVENTORIES | INVENTORIES Inventories include batches RUCONEST®, work in progress available for production of RUCONEST®. Amounts in $ ‘000 2022 2021 Finished goods 12,460 9,853 Work in progress 29,553 16,911 Raw materials 313 546 Balance at December 31 42,326 27,310 Changes in the adjustment to net realizable value: Amounts in $ ‘000 2022 2021 Balance at January 1 (2,448) (646) Addition to impairment (164) (2,342) Release of impairment 312 20 Usage of impairment 195 407 Currency translation 134 113 Balance at December 31 (1,971) (2,448) The inventory valuation at 31 December 2022 of $42.3 million is stated net of an impairment of $2.0 million and $2.4 million for the years ended 31 December 2022 and 2021. The impairment relates to writing down inventories to their net realizable value. Inventories are available for use in commercial, pre-clinical and clinical activities. Estimates have been made with respect to the ultimate use or sale of product, taking into account current and expected sales as well as pre-clinical and clinical programs. These estimates are reflected in the additions to the impairment. The releases to the impairment relate to amendments to the estimates as a result of the fact that actual sales can differ from forecasted sales and the fact that vials allocated to pre-clinical and clinical programs can be returned to inventory. The costs of vials used in preclinical and clinical programs are presented under the research and development costs. Cost of inventories included in the cost of sales in 2022 amounted $17.4 million (2021: $19.1 million; 2020: $23.5 million). The main portions of inventories at 31 December 2022 have expiration dates starting beyond 2023 and are all expected to be sold and/or used before expiration. Pharming management has assessed the different production stages, including the classification of Pharming’s goods at every separate stage. Based on the assessment, Pharming management concluded that applying a reclassification would result in providing more reliable and relevant information about Pharming’s inventory and production processes. As a result, the skimmed milk used in the production of RUCONEST® will be classified as work in progress rather than raw materials as part of the production is already performed. Furthermore, the products that still have to be labelled are classified as work in progress rather than finished goods There is no impact on the total amount of inventory at hand, nor the primary financial statements. The table below shows a summary of the disclosure impact of the inventory reclassification in the prior year closing balance. Amounts in $ ‘000 2021 as previously reported Adjustment 2021 reclassified Finished Goods 13,560 (3,707) 9,853 Work in Progress 9,606 7,305 16,911 Raw Materials 4,144 (3,598) 546 Balance at December 31 27,310 — 27,310 |
TRADE AND OTHER RECEIVABLES
TRADE AND OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
Subclassifications of assets, liabilities and equities [abstract] | |
TRADE AND OTHER RECEIVABLES | TRADE AND OTHER RECEIVABLES Amounts in $ ‘000 2022 2021 Trade receivables 20,964 18,076 Prepaid expenses 2,288 2,392 Value added tax 1,453 2,486 Other receivables 1,117 2,363 Taxes and social securities 1,797 4,666 Balance at December 31 27,619 29,983 Trade receivables are amounts due from customers for goods sold in the ordinary course of business. They are generally due for settlement within 30-60 days and therefore are all classified as current. The Company’s outstanding trade receivables are mainly related to the sales in the United States. The decrease in trade receivables relates to timing of customer orders and payments around year-end. The Company did not recognize any expected credit losses. Pharming measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. Pharming has a limited number of customers with long term relationships, without a history of shortfalls. As a result no loss allowance for expected credit losses is recognized. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value. |
CONVERTIBLE BONDS
CONVERTIBLE BONDS | 12 Months Ended |
Dec. 31, 2022 | |
Detailed Information About Borrowings [Abstract] | |
CONVERTIBLE BONDS | CONVERTIBLE BONDS Recognition and movements of the convertible bonds were as follows: Amounts in $ ‘000 2022 2021 Balance at January 1 140,886 151,767 Interest paid (cash flow) (3,952) (4,448) Amortization transaction cost 784 849 Accrued interest 3,952 4,447 Currency translation (8,284) (11,729) Balance at December 31 133,386 140,886 - Current portion 1,768 1,879 - Non-current portion 131,618 139,007 On January 21, 2020, the Company issued €125 million aggregate principal amount of 3.00% convertible bonds due 2025. The bonds were issued at par and bear interest at a rate of 3.00% per annum payable semi-annually in arrears in equal installments. Unless previously converted, redeemed or purchased and cancelled, the bonds will mature on January 21, 2025. The bonds are convertible into the Company’s ordinary shares at an initial conversion price of €2.0028. This initial conversion price is subject to customary adjustment provisions. The number of ordinary shares initially underlying the bonds is 62,412,622. Any adjustment to the conversion price resulting in an increase in the number of conversion shares may require the Company to obtain further authorization from the Company’s shareholders to issue shares, grant rights to subscribe for shares and exclude preemptive rights. The Company has the option to redeem all, but not some only, of the outstanding bonds in cash at par plus accrued interest at any time, (a) if, on or after February 13, 2023, the parity value on each of at least 20 trading days in a period of 30 consecutive trading days shall have exceeded 130% of the principal amount or (b) if, at any time, 85% or more of the aggregate principal amount of the bonds originally issued shall have been previously converted and / or repurchased and cancelled. The convertible bonds comprise of two components. The first component is a financial liability, which represents our contractual obligation to deliver cash or another financial asset for payment of interest and principal, if not converted. The second component is an equity instrument as it represents a written call option granting the holder the right, for a specified period of time, to convert it into a fixed number of the Company’s ordinary shares. The fair value of the consideration in respect of the liability components is measured at the fair value of a similar liability that does not have any associated equity conversion option (IFRS 9 paragraph 5.1.1). This is the liability component’s carrying amount at initial recognition. The equity component will be measured at the residual difference between the nominal value and the fair value of a similar liability that does not have any associated equity conversion option (IAS 32 paragraph 31). The original equity component as recorded at initial recognition amounts to $1.6 million. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Leases [Abstract] | |
LEASES | RIGHT-OF-USE ASSETS This Note provides information for leases where the Group is a lessee. Amounts recognized in the balance sheet The balance sheet shows the following amounts relating to lease: Amounts in $ ‘000 Buildings Cars Total Carrying value at At cost 10,874 2,290 13,164 Carrying value at Accumulated depreciation (3,103) (634) (3,737) Carrying value at January 1, 2021 7,771 1,656 9,427 Investments 13,802 401 14,203 Divestments (51) (165) (216) Depreciation charges (2,112) (669) (2,781) Depreciation of disinvestment 30 81 111 Other movement - cost (478) (79) (557) Other movement - accumulated depreciation 644 57 701 Currency translation - cost (1,148) (67) (1,215) Currency translation - accumulated depreciation 245 25 270 Movement 2021 10,932 (416) 10,516 At cost 22,999 2,380 25,379 Accumulated depreciation (4,296) (1,140) (5,436) Carrying value at December 31, 2021 18,703 1,240 19,943 Investments 15,066 1,741 16,807 Divestments (292) (739) (1,031) Depreciation charges (2,223) (797) (3,020) Depreciation of disinvestment 78 596 674 Impairment (3,860) — (3,860) Depreciation Impairment 59 — 59 Currency translation - cost (1,029) (48) (1,077) Currency translation - accumulated depreciation 197 61 258 Movement 2022 7,996 814 8,810 At cost 32,884 3,334 36,218 Accumulated depreciation (6,185) (1,280) (7,465) Carrying value at December 31, 2022 26,699 2,054 28,753 Investments in buildings in 2022 primarily relate to the lease contract for the DSP facility at Pivot Park, Oss. As communicated in prior year, as a result of our renewed strategic manufacturing partnership with long-term manufacturing partner Sanofi S.A., the Company decided to have the construction of the new building completed, but no longer pursue the realization of its own downstream production capacity at Pivot Park in Oss. During 2022, the lease commenced and resulted in an investment of $14.6 million. We will continue to use the building for alternative purposes. As a result of aforementioned decision, the right of use asset was impaired for an amount of $3.9 million. The impairment was calculated on a value in use basis, using the incremental borrowing rate as the applicable discount rate (4.47%). The recoverable amount is reflecting in the book value of the asset, being $10.7 million The Company applies for the exemption of accounting of short-term leases and low-value leases. The amounts recorded in the consolidated statement of income are immaterial to the financial statements. Amounts recognized in the statement of income The statement of income shows the following amounts relating to leases: Amounts in $ ‘000 2022 2021 2020 Depreciation rights of use assets Depreciation right of use buildings (2,223) (2,112) (1,681) Depreciation right of use cars (797) (669) (346) Total depreciation right of use assets (3,020) (2,781) (2,027) Interest expense (Note 7) (622) (795) (766) Total expense right of use assets (3,642) (3,576) (2,793) Lease charges For the years ended December 31, 2022, 2021 and 2020, the Company charged $3.6 million, $3.6 million and $2.8 million, respectively, to the statement of income with regard to lease commitments for office rent, equipment, facilities and lease cars. The non-cancellable leases at December 31, 2022 have remaining terms of between one The expected lease charges after the end of the reporting year have been disclosed in Note 24 below. Allocations of the lease charges to costs or general and administrative expenses have been based on the nature of the asset in use. Lease liabilities can be specified as follows: Amounts in $ ‘000 2022 2021 Balance at January 1 20,875 10,192 New Leases 16,248 14,118 Interest expense accrued 718 680 Payments of lease liabilities (3,311) (3,217) Other movements (348) 94 Currency translation (874) (992) Balance at December 31 33,308 20,875 - Current portion 3,465 2,419 - Non-current portion 29,843 18,456 New leases in 2022 primarily relate to new lease contracts for our operational facilities in The Netherlands. Future minimum lease payments as at December 31, 2022 and 2021 are as follows: 2022 2021 Amounts in $ ‘000 Minimum payments Present value of payments Minimum payments Present value of payments Within one year 4,644 4,535 3,118 3,068 After one year but not more than five years 15,157 13,582 10,255 9,392 More than five years 20,890 15,191 10,123 8,415 Balance at December 31 40,691 33,308 23,496 20,875 |
TRADE AND OTHER PAYABLES
TRADE AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Trade And Other Payables [Abstract] | |
TRADE AND OTHER PAYABLES | TRADE AND OTHER PAYABLES Trade and other payables as at December 31, 2022 and 2021 are as follows: Amounts in $ ‘000 2022 2021 Accounts payable 8,753 7,599 Taxes and social security 2,099 1,505 Other payables — 34 Accruals for employees 12,139 8,850 Accruals for rebates and discounts 10,490 11,111 Accrual for production 8,175 5,760 Other accruals 12,809 7,614 Balance at December 31 54,465 42,473 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share-Based Payment Arrangements [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION The remuneration policy for the Board of Directors was adopted by our shareholders on December 11, 2020 and governs the remuneration of both the Executive and the Non-Executive Directors, hereafter referred to as the Remuneration Policy. In accordance with Dutch law, the policy has to be submitted to our shareholders for adoption every four years. The Policy refers to an undefined number of Executive Directors and Non-Executive Directors. Since May 19, 2021, the Board of Directors is composed of one Executive Director (i.e., the CEO) and seven Non-Executive Directors. In case of future appointments of additional Executive Directors, the Policy shall also be applicable to the remuneration packages for these additional Directors, if any, in accordance with the terms thereof. Therefore, any reference below to Executive Director in the singular also includes the plural, and vice-versa, subject to more restrictive deviations in the Policy and except for specific references to the CEO. The remuneration packages of the individual Directors are determined by the Board of Directors, without the involvement of the Executive Director in the deliberations and decision-making concerning his own remuneration, and each time within the restrictions set by the remuneration policy. Arrangements in the form of shares or rights to subscribe for shares will each time remain subject to the approval of the shareholders at the General Meeting, notwithstanding the adopted policy. On December 11, 2020, the shareholders approved the proposals that were submitted accordingly for the new long-term incentive program for the Executive Director, as described in the Remuneration Policy, and the one-off transition arrangement for the implementation of that new program. Our shareholders also authorized the Board of Directors, for a period of eighteen months, as the company body authorized to grant and issue the ordinary shares to the Executive Director under the new long-term incentive program and the one-off transition arrangement, respectively, and to exclude any pre-emptive rights of existing shareholders in connection with these issuances. The total expense recognized for the years ended December 31, 2022 and 2021 for share-based payment plans amounts to $6.4 million and $9.1 million. The total expense recognized in 2020 for share-based payment plans amounts to $8.4 million. The total expenses for share based payment plans in 2022, 2021 and 2020 is specified as follows: Amounts in $ ‘000 Share-based compensation (in $ ‘000) 2022 2021 2020 Board of Directors options — — 86 Employee options 2,390 4,262 2,964 Long term incentive plan 3,528 4,793 5,304 Restricted stock units 474 — — Bonus shares — — 51 Balance at December 31 6,392 9,055 8,405 The employee options expense decreased due to vesting of the majority options for the board of directors relating to historic option plans and a change in the employee share based compensation plans where for 2022 RSU’s have been granted instead of employee options. As mentioned above, options for board of director’s are not included in any new granted share based compensation plans. The remainder of the decrease is caused by currency translation effects. Long-term incentive plan expenses decreased due to a release of the share based compensation provision relating to leavers during 2022. The remainder of the decrease is caused by currency translation effects. The restricted stock units relates to the new 2022 share based compensation plan for (senior) management of the company. The RSU’s were granted as of October 26, 2022 and is an equity settled compensation plan vesting in four equal yearly tranches. The expenses represents the fair value of the granted RSU’s for the year 2022 as of the grant date. 19.1 Models and assumptions Models and assumptions IFRS 2 describes a hierarchy of permitted valuation methods for share-based payment transactions. If possible, an entity should use market prices at measurement date to determine the fair value of its equity instruments. If market prices are unavailable, as is the case with Pharming’s option plans and long-term incentive plan, the entity shall estimate the fair value of the equity instruments granted. A valuation technique should be used to estimate the value or price of those equity instruments as it would have been at the measurement date in an arm’s length transaction between knowledgeable, willing parties. The valuation technique shall be consistent with generally accepted valuation methodologies for pricing financial instruments and shall incorporate all factors and assumptions that knowledgeable market participants would consider in setting the price. Whatever pricing model is selected, it should, as a minimum, take into account the following elements: • The exercise price of the option; • The expected time to maturity of the option; • The current price of the underlying shares; • The expected volatility of the share price; • The dividends expected on the shares; • The risk-free interest rate for the expected time to maturity of the option. Models and assumptions option plans The costs of option plans are measured by reference to the fair value of the options at the grant date of the option. The 6 elements above are all incorporated in the Black-Scholes model used to determine the fair value of options. The exercise price of the option and the share price are known at grant date. Volatility is based on the historical end-of-month closing share prices over a period prior to the option grant date being equal to the expected option life, with a minimum of 3 years . It is assumed no dividend payments are expected. The total number of shares with respect to which options may be granted pursuant to the option plans accumulated, shall be determined by Pharming, but shall not exceed 10% of all issued and outstanding shares of Pharming on a diluted basis. Shares transferred or to be transferred, upon exercise of options shall be applied to reduce the maximum number of shares reserved under the plans. Unexercised options can be re-used for granting of options under the option plans. Pharming may grant options to a member of the Executive Committee or an employee: • At the time of a performance review; • Only in relation to an individual: a date within the first month of his or her employment; • In case of an extraordinary achievement; • In case of a promotion to a new function within Pharming. The option exercise price is the price of the Pharming shares on the stock exchange on the trading day prior to the date of grant. Vested options can be exercised at any time within five years following the date of grant. Unexercised options shall be deemed lapsed and shall cease to exist automatically after five years. Exercise of options is subject to compliance with laws and regulations in The Netherlands. Exercise of options is including withholding taxes. Each option is equal to one share unless otherwise stated. Options are not applicable for early retirement. The following assumptions were used in the Black-Scholes model to determine the fair value of options at grant date: 2022 2021 2020 Expected time to maturity 1-4 years 1-4 years 1-4 years Volatility 36% - 50% 47% - 57% 53% - 60% Risk-free interest rate (0.48)% - 2.49% (0.52)% - (0.03)% (0.52)% - (0.27)% Option plan employees Article 2.1 of the option plan for employees’ states: Pharming may grant options to any employee. The criteria for the granting of the options up to December 11, 2020 was determined by the Board of Supervisory Directors of Pharming, at its sole discretion. Up to December 11, 2020, the Board of Management proposed (i) whether the criteria for granting an option have been met by a potential participant and (ii) the number of options to be granted. As from December 11, 2020, the execution of the Company’s remuneration policy and other benefits policies and incentive programs, as approved by the Board of Directors (to the extent required), for all staff members of the Company and its subsidiaries, excluding the CEO and the other members of the Executive Committee, is delegated to the CEO. Article 4.4 of the employee option plan deals with the vesting scheme of employee options and reads as follows: in case of the termination of the employment of a participant, except for retirement and death, Pharming at its sole discretion is entitled to decide that the options of the participant shall lapse. The following schedule shall apply for the cancellation: • In the event of termination of employment within one year as of a date of grant, all options shall lapse; • In the event of termination of employment after the first year as of a date of grant, all options, less 1/4 of the number of options shall be lapsed. The number of options to be cancelled decreases for each month that the employment continued for more than one year as of that date of grant by 1/48 of the number of options granted of that date of grant. Models and assumption Long Term Incentive Plan For the long-term incentive plan, the following elements of Pharming and/or the peer group are included in order to determine the fair value of long-term incentive plan share awards, using Monte Carlo simulation: • Start and end date of performance period; • The grant date; • The share prices; • Exchange rates; • Expected volatilities; • Expected correlations; • Expected dividend yields; • Risk free interest rates. Volatilities are based on the historical end-of-month closing share prices over the 3 years. Correlations are based on 3 years of historical correlations based on end-of-month closing quotes, taking into account exchange rates. Expected dividend yields for peers and risk-free interest rates (depending on the currency) are obtained from Bloomberg. Under the LTIP, restricted shares are granted conditionally each year with shares vesting based on the market condition in which the total shareholder return performance of the Pharming share is compared to the total shareholder return of a peer group of other European biotech companies. During 2022, there were no LTIP grants other than the grants for the executive directors as disclosed below. Upon a change of control, all remaining LTIP shares will vest automatically. Long Term Incentive Plan for the Executive Directors As part of the Remuneration Policy, the Long Term Incentive Program is applicable to Executive Directors and has been aligned with prevailing “ best practices ” and is performance related only. For the Executive Directors, the on-target value of the shares to be awarded under the newly designed LTI Program, as described in the remuneration policy, is set at 300% of the gross annual salary for the CEO (representing 50% below the lowest quartile of the U.S. benchmark group and just below the top quartile of the EU benchmark group for the executive directors) and 200% for other Executive Directors and Officers (representing between 20% and 30% below the lowest quartile of the U.S. benchmark group and just in the top quartile of the EU benchmark group for the Executive Directors). The maximum value of the shares that can vest under the LTI program is set at 450% of the gross annual salary for the CEO and 300% for other Executive Directors and Officers. Executive Directors are required to retain the shares awarded under the LTI program for a minimum of five years from the date of grant. The shares granted to the Executive Directors under the LTI program will vest in three years after the grant date, subject to the achievement of the targets set by the Board of Directors, upon proposal of the Remuneration Committee, for the three-year performance period (i.e., double-trigger vesting), their relative weightings and the pay-out limits. All shares awarded will be subject to a retention period of five years from the date of grant (i.e., two years after vesting), in accordance with the best practice provisions of the DCGC. The performance objectives include the Total Shareholder Return (40% weighing) and the achievement of long-term strategy oriented objectives (60% weighing). The peer group used to determine the Total Shareholder Return is composed of the companies included in the AScX Index and the NASDAQ Biotechnology Index, represented by the IBB ETF, respectively, equally weighted, at the time of the determination. The thresholds and payout percentages for the LTI program are given by the following table, as to be determined for each of the AScX and IBB indices separately (each weighted at 50% of pay-out): TSR equal to index 80%pay-out TSR 10% above index 90% pay-out TSR 20% above index 100% pay-out TSR 40% above index 110% pay-out TSR 60% above index 120% pay-out TSR 80% above index 130% pay-out TSR 100% above index 150% pay-out TSR below index 0% pay-out The range of assumptions used in the Monte Carlo simulation to determine the fair value of long-term incentive plan share awards at grant date were: 2022 2021 2020 Volatilities 46.00 % 49.00 % 53.46 % Risk-free interest rates 0.61 % (0.554)% - (0.416)% (0.528)% - (0.551)% Dividend yields — % — % — % Restricted Stock Units This Plan is effective as of October 26, 2022, and shall be executed in compliance with the Articles of Association and applicable law and concerns Pharming's (senior) management. The RSU plans are not applicable for the board of directors, nor the executive committee. For each participant, the RSU’s granted to them will vest in four equal tranches of twelve months, provided that at the time of vesting such participant is still an employee. No performance criteria are applicable to this plan. The fair value of the grant is, in line with IFRS 2, the actual share price at date of the grant (October 26, 2022), being EUR 0.97. A total of 4,931,000 RSUs were granted with a total expense of $5.0 million (US$ yearly average exchange rate = 1.0543). This expense will be charged to Pharming's results over the vesting for the following tranches: a. a first tranche of 25% of the RSU’s granted, vesting twelve months after the Vesting Commencement Date; b. a second tranche of 25% of the RSU’s granted, vesting two years after the Vesting Commencement Date; c. a third tranche of 25% of the RSU’s granted, vesting three years after the Vesting Commencement Date; and d. a fourth tranche of 25% of the RSU’s granted, vesting four years after the Vesting Commencement Date. One-off transition arrangement for the CEO The implementation of the new three-year vesting scheme under the LTIP has a major impact on the current remuneration packages of existing Executive Directors for the 2020 to 2023 period, as the Executive Directors’ current packages feature annual option and share grants. The share-based compensation under the existing packages and plans over this three-year period would have resulted in three option grants, with guaranteed vesting of a total of 8,400,000 options for the CEO on the basis of continued tenure over the three-year period. In addition, the CEO would have been eligible for three annual restricted share grants pursuant to the LTIP of up to 30% of the base salary. To mitigate the described impact, the Company has agreed to a one-off transition arrangement with the CEO as approved at the General Meeting of Shareholders on December 11, 2020. This one-off transition arrangement provides for (i) the conversion of the total number of 8,400,000 options for the CEO (i.e., the total number of share options that was expected to be granted in 2021, 2022 and 2023 without the arrangement) into one grant for a total number of 4,200,000 shares for 2020, which vesting will be governed by the performance-based criteria of the new LTI program, and (ii) the vesting of the performance shares in three annual tranches in the first quarter of 2021, 2022 and 2023, subject to the performance-based criteria of the new LTI program for Executive Directors as described above in the Long Term Incentive Plan for the Executive Directors paragraph. In addition, the grant and each of the three potential vestings of the granted shares under the Long-term Incentive One-Off Arrangement is subject to: • a five year retention period for the granted shares; • the annual pro-rata satisfaction upon vesting of the set long-term performance targets, as determined by the Board of Directors; and • the other terms and conditions applicable to the LTI Program pursuant to the Remuneration Policy for the Board of Directors dated December 11, 2020. Pursuant to the one-off transition arrangement, the CEO has waived all his rights for the grant of restricted shares and option rights, respectively, under the LTIP and the existing option plans for the financial year 2020. On December 22, 2020, a total number of 4,200,000 (restricted) shares was granted to the CEO in accordance with the terms of the one-off transition arrangement. Option plans An overview of activity in the number of options for 2022 is as follows (please also refer to Note 27 in respect of movements since the reporting date)(note that the dollar weighted average exercise price is translated using the closing exchange rate for the respective year (2022: 1:1.0667)): 2022 2021 2020 Number Weighted Average Exercise Price ($) Number Weighted Average Exercise Price ($) Number Weighted Average Exercise Price ($) Balance at January 1 52,789,478 0.911 50,106,488 0.909 40,327,537 0.696 Expired — — — — (3,281) 0.361 Forfeited (3,660,928) 0.847 (946,738) 1.046 (411,250) 0.640 Granted 4,801,938 0.902 12,081,000 0.931 15,536,750 1.196 Exercised (6,333,687) 0.599 (8,451,272) 0.520 (5,343,268) 0.544 Balance at December 31 47,596,801 0.897 52,789,478 0.911 50,106,488 0.909 - Vested 8,687,584 0.844 21,388,237 0.833 19,675,875 0.716 - Unvested 38,909,217 0.910 31,401,241 0.966 30,430,613 1.034 Exercised options 2022 In 2022, a total of 6,333,687 options have been exercised with an average exercise price of $0.599. In 2021, a total of 8,451,272 options have been exercised with an average exercise price of $0.520. All options outstanding at December 31, 2022 are exercisable with the exception of the unvested options granted to the employees still in service. The 2022 share options for the employees vest after one year under the condition the employees are still in service at vesting date. Exercise prices of options outstanding at December 31, 2022 and the exercise values are in the following ranges (note that the exercise value in $ is translated using the closing exchange rate for the respective year 1:1.0667)): 2022 2021 2020 Exercise prices in $ Number Exercise value Number Exercise value Number Exercise value 0.071 - 0.28 — — — — 3,225,000 828 0.28 - 0.57 — — 3,482,428 1,322 6,742,863 2,774 0.57- 0.85 26,796,675 21,847 12,290,925 10,155 12,974,375 11,615 0.85 - 2.83 20,800,126 20,895 37,016,125 36,646 27,164,250 30,314 Balance at December 31 47,596,801 42,742 52,789,478 48,123 50,106,488 45,531 Granted options In 2022, the Company granted 4,801,938 options to employees with a weighted average exercise price of $0.902, fair values for options granted in 2022 were in the range of $0.092 - $0.489. In 2021, the Company granted 12,081,000 options to employees with a weighted average exercise price of $0.931; fair values for options granted in 2021 were in the range of $0.891 - $1.292. Long Term Incentive Plan An overview of the number of LTIP shares granted in 2019-2022 and in total as well as the fair value per share award is as follows (note that the fair value per share award in $ is translated using the closing exchange rate for the respective year (2022: 1:1.0667)): Participant category 2022 2021 2020 2019 Total Non Executive members of the Board of Directors — — — 205,000 205,000 Executive Members of the Board of Directors 2,363,455 1,337,888 — 201,050 3,902,393 Executive Committee 5,816,083 6,301,400 105,000 326,807 12,549,290 Senior managers — 812,500 930,000 1,830,000 3,572,500 Total 8,179,538 8,451,788 1,035,000 2,562,857 20,229,183 Fair value per share award ($) 0.517 0.887 0.923 0.387 The following table provides an overview of LTIP shares granted, forfeited or issued in 2019-2022 as well as the number of LTIP shares reserved at December 31, 2022: Participant category Granted Issued Unvested Reserved at December 31, 2022 Non Executive members of the Board of Directors 205,000 (18,000) (187,000) 0 Executive Members of the Board of Directors 3,902,393 (20,306) (180,744) 3,701,343 Executive Committee 12,549,290 (440,934) (3,260,738) 8,847,618 Senior managers 3,572,500 (180,616) (2,059,384) 1,332,500 Total 20,229,183 (659,856) (5,687,866) 13,881,461 Restricted stock units The fair value of the grant is, in line with IFRS 2, the actual share price at date of the grant (October 26, 2022), being EUR0.97 ($1.035, translated at the closing exchange rate of 1:1.0667). A total of 4,931,000 RSU’s were granted with a total future expense of $5 million ($ yearly average exchange rate = 1.0543). Transition arrangement for the Chief Executive Officer, or CEO On December 22, 2020, a total number of 4,200,000 (restricted) shares was granted to the CEO in accordance with the terms of the one-off transition arrangement. These shares will vest in three equal annual tranches in the first quarter of 2021, the first quarter of 2022 and the first quarter of 2023, subject to the pro-rata achievement of the long-term targets under the new LTI program. The second year of the 3-year performance period for the 2021 share grant pursuant to the LTI one-off transition arrangement, ended on December 31, 2021. Accordingly, the Board of Directors, upon a recommendation of the Remuneration Committee, determined in the first quarter of 2022 the vesting of the second annual tranche of the total number of 4,200,000 shares conditionally granted to the CEO (i.e., 1,400,000 shares). The shares will not vest, until the first quarter of 2024, applying the targets set at the start of the three-year performance period in 2021. The performance on both the TSR and the strategic corporate objectives, applying the respective weightings, leads to the following vesting level under the One-Off Transition Arrangement for the CEO (i.e., second annual tranche of 1,400,000 shares): Metric definition Achievement Weighting Vesting level TSR 115 % 40 % 46 % Strategic Objectives 90 % 60 % 54 % Total 100 % 100 % |
BOARD OF DIRECTORS
BOARD OF DIRECTORS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Related Party [Abstract] | |
BOARD OF DIRECTORS | BOARD OF DIRECTORS In connection with the listing of our ADSs on Nasdaq, we converted our two-tier board structure into a one-tier board structure, with a single board of directors consisting of the executive director and non-executive directors. The new structure became effective on December 11, 2020. Since that date, the Board of Directors is jointly responsible for the management of the Company. The daily management of the Company and the execution of the strategy are entrusted to the CEO, as the only Executive Director. The CEO is supported by the non-statutory Executive Committee in the execution of his tasks and responsibilities. The Non-Executive Directors share statutory management responsibility, but shall focus on the supervision on the policy and functioning of the performance of the duties by the Executive Director and the Company’s general state of affairs. The Non-Executive Directors would focus on the supervision on the policy and functioning of the performance of the duties by the Executive Directors and the Company’s general state of affairs. Dr. S. de Vries is the Company’s sole Executive member of the Board of Directors and is continuing to be the CEO. The Board of Directors has the following members: Mr. P. Sekhri Chair of the Board of Directors and Non-Executive Board Member Ms. D. Jorn Vice Chair of the Board of Directors and Non-Executive Board Member Ms. B. Yanni Non-Executive Board Member Dr. M. Pykett Non-Executive Board Member Ms. J. van der Meijs Non-Executive Board Member Appointed 19 May 2021 Mr. L. Kruimer Non-Executive Board Member Appointed 19 May 2021 Mr. S. Baert Non-Executive Board Member Appointed 19 May 2021 Dr. S. de Vries Executive Board Member and Chief Executive Officer Non-Executive members Board of Directors Remuneration For 2022 the annual compensation of the non-executive members of the Board of Directors was as follows: Responsibility Cash in Euros (per annum) Ordinary shares in Euros * (per annum) Cash in U.S. dollars Ordinary shares in U.S. dollars * Chair of the Board of Directors 65,000 40,000 68,530 42,172 Non-Executive Director 45,000 30,000 47,444 31,629 Chair Audit Committee 9,000 9,489 Member Audit Committee 3,000 3,163 Chair Remuneration Committee 6,000 6,326 Member Remuneration Committee 3,000 3,163 Chair Governance Committee 6,000 6,326 Member Governance Committee 3,000 3,163 *All shares to be valued at the 20 day VWAP preceding the Annual General Meeting of Shareholders, without further restrictions or grant . An additional compensation of €1,000 ($1,054) per day in case of extraordinary activities, as determined by the Chair of the Board of Directors. Compensation of the Non-Executive members of the Board of Directors and / or of former members of the Supervisory Board of Directors for 2022, 2021 and 2020 was as follows: Amounts in $ ‘000 Year Cash Share-Based Payment Total Mr. Paul Sekhri 2022 72 42 114 2021 77 55 132 2020 74 59 133 Mr. Barrie Ward 2022 — — — 2021 23 20 43 2020 62 46 108 Mr. Jan Hendrik Egberts 2022 — — — 2021 — — — 2020 — 5 5 Mr. Juergen Ernst 2022 — — — 2021 — 6 6 2020 57 42 99 Mr. Aad de Winter 2022 — — — 2021 26 21 47 2020 65 46 111 Ms. Deborah Jorn 2022 55 32 87 2021 64 42 106 2020 62 40 102 Ms. Barbara Yanni 2022 53 32 85 2021 60 36 96 2020 35 24 59 Dr. Mark Pykett 2022 50 32 82 2021 57 36 93 2020 35 24 59 Ms. Jabine van der Meijs 2022 57 32 89 2021 47 24 71 2020 — — — Mr. Leonard Kruimer 2022 57 32 89 2021 47 24 71 2020 — — — Mr. Steven Baert 2022 55 32 87 2021 45 24 69 2020 — — — Total 2022 399 234 633 2021 446 288 734 2020 390 286 676 Shares, options and warrants Shares At December 31, 2022, the Non-Executive members of the Board of Directors held the following numbers of shares: Ordinary shares Certificates of shares Mr. Paul Sekhri 486,037 — Ms. Deborah Jorn 98,778 — Ms. Barbara Yanni 83,187 — Dr. Mark Pykett 83,187 — Ms. Jabine van der Meijs 58,349 — Mr. Leonard Kruimer 58,349 Mr. Steven Baert 58,349 — Total 926,236 — All shares held by the Non-Executive members of the Board of Directors are unrestricted. Loans or guarantees During 2022, the Company has not granted loans or guarantees to any member of the Non- Executive members of the Board of Directors. No loans or guarantees to Non-Executive members of the Board of Directors were outstanding at December 31, 2022. Executive members Board of Directors Remuneration The Executive Board Member is entitled to the following remuneration packages: • Fixed remuneration: annual base salary; • Variable remuneration: the variable remuneration components are (a) an annual bonus in cash as a percentage of the fixed component (short-term incentive) and (b) a (share- based) long-term incentive; • Others: contribution pension premiums, travel allowance and holiday allowance. The one-off transition arrangement as identified herein above provides for (i) the grant to the CEO, of a total number of 4,200,000 shares for the financial year 2020, and (ii) the vesting of these shares in three annual tranches in the first quarters of 2021, 2022 and 2023, respectively. Compensation was as follows and includes the entire year 2022, up to December 31, 2022: Amounts in $ ‘000 Fixed remuneration Short-term variable: annual bonus Share-based payments Post-employment benefits Other Total Mr Sijmen de Vries, CEO and Executive Director 2022: 636 2022: 394 2022: 1,221 2022: 112 2022: 34 2022: 2,396 2021: 681 2021: 357 2021:* 1,594 2021: 120 2021: 38 2021: 2,790 2020: 614 2020: 431 2020: 1,739 2020: 107 2020: 37 2020: 2,927 Mr Bruno Giannetti 2022: — 2022: — 2022: — 2022: — 2022: — 2022: — 2021: — 2021: — 2021: — 2021: — 2021: — 2021: — 2020: 402 2020: 201 2020: 708 2020: 85 2020: 27 2020: 1,424 Mr Robin Wright 2022: — 2022: — 2022: — 2022: — 2022: — 2022: — 2021: — 2021: — 2021: — 2021: — 2021: — 2021: — 2020: 155 2020: 14 2020: 107 2020: 15 2020: 350 2020: 641 * Due to a disclosure error in 2021 caused by the incorrect apportionment of the fair value share based payment expense over the vesting period, the restated 2021 share based payments remuneration disclosure of Dr. S. de Vries is $1.6 million compared to previously reported share based payments of $1.3 million. Options The following table gives an overview of movements in number of option holdings of the individual members of the executive board of directors in 2022, the exercise prices and expiration dates up to December 31, 2022: January 1, 2022 Granted 2022 Exercised in 2022 Forfeited/Expired in 2022 December 31, 2022 Exercise price ($) Expiration date Dr. Sijmen de Vries 2,800,000 — — — 2,800,000 0.859 May 22, 2024 Shares At December 31, 2022, the executive members of the board held the following numbers of shares: Shares held As at December 31, 2022 Dr. Sijmen de Vries 7,434,383 Long term Incentive Plan Year Granted Settled Forfeited Not vested Reserved as at 31 December 2022 Dr. Sijmen de Vries 2022 2,363,455 — — — 2,363.455 2021 1,337,888 — — — 1,337.888 2020 — — — — — 2019 201,050 (20,306) — (180,744) — Loans or guarantees During the year 2022, no loans or guarantees have been granted to the Executive members of the Board of Directors. No loans or guarantees to the Executive member of the Board of Directors were outstanding at December 31, 2022. The Executive member of the Board of Director is the sole statutory director. Related parties’ disclosure relates mainly to key management compensation and to transactions with the associated company BioConnection Investments B.V. (formally BioConnection B.V.). Key management includes members of the Board of Directors: Amounts in $ ‘000 2022 2021 2020 Salaries and other short-term employee benefits 1,463 1,522 2,695 Post-employment benefits 112 120 207 Share-based compensation 1,455 1,882 * 2,841 Total 3,030 3,524 5,743 *2021 figure restated. Refer to Note 20 for further disclosure. All direct transactions with members of the Board of Directors have been disclosed in Notes 19 and 20 of these financial statements. At December 31, 2022, the Company had no payable balance to members to the Board of Directors. At December 31, 2021, the balance to members to the Board amounted to $0.1 million. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Related Party [Abstract] | |
RELATED PARTY TRANSACTIONS | BOARD OF DIRECTORS In connection with the listing of our ADSs on Nasdaq, we converted our two-tier board structure into a one-tier board structure, with a single board of directors consisting of the executive director and non-executive directors. The new structure became effective on December 11, 2020. Since that date, the Board of Directors is jointly responsible for the management of the Company. The daily management of the Company and the execution of the strategy are entrusted to the CEO, as the only Executive Director. The CEO is supported by the non-statutory Executive Committee in the execution of his tasks and responsibilities. The Non-Executive Directors share statutory management responsibility, but shall focus on the supervision on the policy and functioning of the performance of the duties by the Executive Director and the Company’s general state of affairs. The Non-Executive Directors would focus on the supervision on the policy and functioning of the performance of the duties by the Executive Directors and the Company’s general state of affairs. Dr. S. de Vries is the Company’s sole Executive member of the Board of Directors and is continuing to be the CEO. The Board of Directors has the following members: Mr. P. Sekhri Chair of the Board of Directors and Non-Executive Board Member Ms. D. Jorn Vice Chair of the Board of Directors and Non-Executive Board Member Ms. B. Yanni Non-Executive Board Member Dr. M. Pykett Non-Executive Board Member Ms. J. van der Meijs Non-Executive Board Member Appointed 19 May 2021 Mr. L. Kruimer Non-Executive Board Member Appointed 19 May 2021 Mr. S. Baert Non-Executive Board Member Appointed 19 May 2021 Dr. S. de Vries Executive Board Member and Chief Executive Officer Non-Executive members Board of Directors Remuneration For 2022 the annual compensation of the non-executive members of the Board of Directors was as follows: Responsibility Cash in Euros (per annum) Ordinary shares in Euros * (per annum) Cash in U.S. dollars Ordinary shares in U.S. dollars * Chair of the Board of Directors 65,000 40,000 68,530 42,172 Non-Executive Director 45,000 30,000 47,444 31,629 Chair Audit Committee 9,000 9,489 Member Audit Committee 3,000 3,163 Chair Remuneration Committee 6,000 6,326 Member Remuneration Committee 3,000 3,163 Chair Governance Committee 6,000 6,326 Member Governance Committee 3,000 3,163 *All shares to be valued at the 20 day VWAP preceding the Annual General Meeting of Shareholders, without further restrictions or grant . An additional compensation of €1,000 ($1,054) per day in case of extraordinary activities, as determined by the Chair of the Board of Directors. Compensation of the Non-Executive members of the Board of Directors and / or of former members of the Supervisory Board of Directors for 2022, 2021 and 2020 was as follows: Amounts in $ ‘000 Year Cash Share-Based Payment Total Mr. Paul Sekhri 2022 72 42 114 2021 77 55 132 2020 74 59 133 Mr. Barrie Ward 2022 — — — 2021 23 20 43 2020 62 46 108 Mr. Jan Hendrik Egberts 2022 — — — 2021 — — — 2020 — 5 5 Mr. Juergen Ernst 2022 — — — 2021 — 6 6 2020 57 42 99 Mr. Aad de Winter 2022 — — — 2021 26 21 47 2020 65 46 111 Ms. Deborah Jorn 2022 55 32 87 2021 64 42 106 2020 62 40 102 Ms. Barbara Yanni 2022 53 32 85 2021 60 36 96 2020 35 24 59 Dr. Mark Pykett 2022 50 32 82 2021 57 36 93 2020 35 24 59 Ms. Jabine van der Meijs 2022 57 32 89 2021 47 24 71 2020 — — — Mr. Leonard Kruimer 2022 57 32 89 2021 47 24 71 2020 — — — Mr. Steven Baert 2022 55 32 87 2021 45 24 69 2020 — — — Total 2022 399 234 633 2021 446 288 734 2020 390 286 676 Shares, options and warrants Shares At December 31, 2022, the Non-Executive members of the Board of Directors held the following numbers of shares: Ordinary shares Certificates of shares Mr. Paul Sekhri 486,037 — Ms. Deborah Jorn 98,778 — Ms. Barbara Yanni 83,187 — Dr. Mark Pykett 83,187 — Ms. Jabine van der Meijs 58,349 — Mr. Leonard Kruimer 58,349 Mr. Steven Baert 58,349 — Total 926,236 — All shares held by the Non-Executive members of the Board of Directors are unrestricted. Loans or guarantees During 2022, the Company has not granted loans or guarantees to any member of the Non- Executive members of the Board of Directors. No loans or guarantees to Non-Executive members of the Board of Directors were outstanding at December 31, 2022. Executive members Board of Directors Remuneration The Executive Board Member is entitled to the following remuneration packages: • Fixed remuneration: annual base salary; • Variable remuneration: the variable remuneration components are (a) an annual bonus in cash as a percentage of the fixed component (short-term incentive) and (b) a (share- based) long-term incentive; • Others: contribution pension premiums, travel allowance and holiday allowance. The one-off transition arrangement as identified herein above provides for (i) the grant to the CEO, of a total number of 4,200,000 shares for the financial year 2020, and (ii) the vesting of these shares in three annual tranches in the first quarters of 2021, 2022 and 2023, respectively. Compensation was as follows and includes the entire year 2022, up to December 31, 2022: Amounts in $ ‘000 Fixed remuneration Short-term variable: annual bonus Share-based payments Post-employment benefits Other Total Mr Sijmen de Vries, CEO and Executive Director 2022: 636 2022: 394 2022: 1,221 2022: 112 2022: 34 2022: 2,396 2021: 681 2021: 357 2021:* 1,594 2021: 120 2021: 38 2021: 2,790 2020: 614 2020: 431 2020: 1,739 2020: 107 2020: 37 2020: 2,927 Mr Bruno Giannetti 2022: — 2022: — 2022: — 2022: — 2022: — 2022: — 2021: — 2021: — 2021: — 2021: — 2021: — 2021: — 2020: 402 2020: 201 2020: 708 2020: 85 2020: 27 2020: 1,424 Mr Robin Wright 2022: — 2022: — 2022: — 2022: — 2022: — 2022: — 2021: — 2021: — 2021: — 2021: — 2021: — 2021: — 2020: 155 2020: 14 2020: 107 2020: 15 2020: 350 2020: 641 * Due to a disclosure error in 2021 caused by the incorrect apportionment of the fair value share based payment expense over the vesting period, the restated 2021 share based payments remuneration disclosure of Dr. S. de Vries is $1.6 million compared to previously reported share based payments of $1.3 million. Options The following table gives an overview of movements in number of option holdings of the individual members of the executive board of directors in 2022, the exercise prices and expiration dates up to December 31, 2022: January 1, 2022 Granted 2022 Exercised in 2022 Forfeited/Expired in 2022 December 31, 2022 Exercise price ($) Expiration date Dr. Sijmen de Vries 2,800,000 — — — 2,800,000 0.859 May 22, 2024 Shares At December 31, 2022, the executive members of the board held the following numbers of shares: Shares held As at December 31, 2022 Dr. Sijmen de Vries 7,434,383 Long term Incentive Plan Year Granted Settled Forfeited Not vested Reserved as at 31 December 2022 Dr. Sijmen de Vries 2022 2,363,455 — — — 2,363.455 2021 1,337,888 — — — 1,337.888 2020 — — — — — 2019 201,050 (20,306) — (180,744) — Loans or guarantees During the year 2022, no loans or guarantees have been granted to the Executive members of the Board of Directors. No loans or guarantees to the Executive member of the Board of Directors were outstanding at December 31, 2022. The Executive member of the Board of Director is the sole statutory director. Related parties’ disclosure relates mainly to key management compensation and to transactions with the associated company BioConnection Investments B.V. (formally BioConnection B.V.). Key management includes members of the Board of Directors: Amounts in $ ‘000 2022 2021 2020 Salaries and other short-term employee benefits 1,463 1,522 2,695 Post-employment benefits 112 120 207 Share-based compensation 1,455 1,882 * 2,841 Total 3,030 3,524 5,743 *2021 figure restated. Refer to Note 20 for further disclosure. All direct transactions with members of the Board of Directors have been disclosed in Notes 19 and 20 of these financial statements. At December 31, 2022, the Company had no payable balance to members to the Board of Directors. At December 31, 2021, the balance to members to the Board amounted to $0.1 million. |
OTHER FINANCIAL LIABILITIES
OTHER FINANCIAL LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about financial instruments [abstract] | |
OTHER FINANCIAL LIABILITIES | OTHER FINANCIAL LIABILITIES Other Financial Liabilities: Amounts in $ ‘000 2022 2021 Non-current Financial guarantee contracts — 165 Total non-current — 165 Total — 165 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Commitments And Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Material agreements At the end of 2022, the Company had several agreements with third parties related to the manufacturing of RUCONEST and development of new products. In these agreements certain minimum volumes are committed. Total potential liabilities under these agreements for the year ended December 31, 2022 and December 31, 2021 are approximately $73.8 million and $97.3 million, of which $20.8 million relates to 2023 and $53.0 million relates to 2024 and further. All expenditures relate to the cost of goods. Joenja® (lensiolisib) milestone commitments In August 2019, Pharming entered into a development collaboration and license agreement with Novartis to develop and commercialize leniolisib, a P13Kδ inhibitor being developed by Novartis to treat patients with APDS. In November 2022, Pharming submitted regulatory filings to the FDA and EMA for the purpose to commercialize leniolisib. On March 24, 2023, Pharming received FDA approval for the commercialization of Joenja® (leniolisib) in the United States. Pharming is preparing its first Joenja® (leniolisib) sale in the second quarter of 2023. We anticipate that the CHMP will issue its opinion on the leniolisib MAA in the second half of 2023 and expect European marketing authorisation approximately two months later. As a result of the FDA approval and the expected EMA approval, it is expected that the first commercial sale of Joenja® ( leniolisib) will be made which triggers milestone payments for a maximum amount of $20 million to Novartis. Furthermore, Pharming is committed to certain milestone payments based on actual worldwide annual sales. The total commitment equals $180 million when yearly net sales reach $500 million. The first milestone equals $5 million when yearly net sales reach $50 million. In addition to these milestone payments, the Company has agreed to pay royalty fees to Novartis. These royalties are calculated as a fixed percentage over net sales, growing to a maximum of 18% when net sales exceed $300 million. These royalty payments have a term of 10 years. The minimum royalty liability of 12% is applicable for sales up until $150 million. The timing of the milestone payments, except for the milestones related to the first commercial sale in the U.S. and Europe, and royalty payments is uncertain as these are highly dependent on the enrollment of new patients for leniolisib. After the FDA approval of March 24, 2023, Pharming has obtained an FDA Priority review voucher. As part of the agreement with Novartis, Novartis has the right to purchase this voucher from Pharming for an amount of 20% of the average sale price of similar transactions. This right expires within three years after the receipt of the voucher. |
FINANCIAL RISK MANAGEMENT
FINANCIAL RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Financial Risk Management [Abstract] | |
FINANCIAL RISK MANAGEMENT | FINANCIAL RISK MANAGEMENT Pharming is exposed to several financial risks: market risks (being currency risk and interest rate risk), credit risks and liquidity risks. The Board of Directors and the Executive Committee are responsible for the management of currency, interest, credit and liquidity risks and as such ultimately responsible for decisions taken in this field. Capital risk management The Company manages its capital to ensure that it will be able to continue as a going concern. This includes a regular review of cash flow forecasts and, if deemed appropriate, subsequent raising of funds through execution of equity and/or debt transactions. In doing so, the Board of Directors’ and Executive Committees’ strategy is to achieve a capital structure which takes into account the best interests of all stakeholders. Pharming’s capital structure includes cash and cash equivalents, debt and equity. Compared to last year there have been no significant changes in risk management policies. Currency risk This is the risk that the fair value of assets, liabilities and especially the future cash flows of financial instruments will fluctuate because of changes in foreign exchange rates. Pharming’s policy for the management of foreign currency risks is aimed at protecting the operating profit and positions held or recorded in foreign currencies, in particular of the United States dollar (U.S. dollar). Certain payments and sales of RUCONEST® in the United States are being and will be received in U.S. dollar. In 2022, repayments and interest payments of the loans were made in U.S. dollar. Some direct payments of U.S. activities are carried in U.S. dollar through the Dutch entities. At December 31, 2022 the Group’s cash and cash equivalents, including restricted cash, amounted to $208.7 million. This balance consists of cash assets denominated in euros for a total amount of $150.3 million or €140.9 million (applying an exchange rate EUR/$ at 31 December 2022 of 1.0667 ) and cash assets in U.S. dollars for a total amount of $58.4 million. The U.S. dollar cash balance will be used for the commercialization activities of the U.S. organization and to cover the operating costs of the activities in the EU and RoW. Cash and cash equivalents (including restricted cash), accounts receivables and inventories denominated in EUR amounted in total $82.1 million (€77.0 million), respectively $23.8 million (€22.3 million) for the trade and other payables denominated in EUR. Pharming performed a sensitivity analysis by applying an adjustment to the spot rate at year-end. As the balance of the cash and cash equivalents (including restricted cash) accounts receivables, inventories, trade and other payables, denominated in $, at year-end is $58.3 million, a 10% strengthening or weakening of the euro versus U.S. dollar would have an impact of $5.8 million on the Group’s gain (weakening of the euro) or loss (strengthening of the euro). Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Pharming’s interest rate risk policy is aimed at minimizing the interest rate risks associated with the financing of the Company and thus at the same time optimizing the net interest costs. This policy translates into a certain desired profile of fixed-interest and floating interest positions, including those generated by cash and cash equivalents and those paid on finance lease liabilities. As the interest rate on the convertible bond is a fixed percentage, Pharming concluded that the total risk on interest is not material. The issue of the Convertible Bonds due 2025 at a fixed interest rate of 3% p.a. replacing the Company’s previous debt facility has rendered this concern obsolescent. The interest on the vast majority of the Company’s financial instruments is now not variable with market interest rates. More information on the Convertible Bonds due 2025 can be found in Note 16. Credit risk Credit risk is defined as the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge obligations. Pharming manages credit risk exposure through the selection of financial institutions having a high credit rating, using credit rating reports issued by institutions such as Standard & Poor’s and Moody’s. The exposure to credit risk at December 31, 2022 is represented by the carrying amounts of cash and cash equivalents and trade and other receivables. The carrying amounts of the cash and cash equivalents (including restricted cash) as at December 31, 2022 amounted to $208.7 million and was held through financial institutions with a BB+ to A rating or better from Standard & Poor’s, Baa3 to A1 ratings from Moody’s and BBB+ to A ratings from Fitch. Trade and other receivables at December 31, 2022 amounted to $27.6 million. As at the date of these financial statements, these amounts have largely been settled, including receipts in cash and receipt of goods and services in exchange of prepaid expense items. Based on the credit ratings of cash and cash equivalents (including restricted cash) as well as the position taken with respect to trade and other receivables, the Company considers that this risk is adequately managed. Liquidity risk The liquidity risk refers to the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. Pharming’s objective is to maintain a minimum level and certain ratio of cash and cash equivalents (including short-term deposits). The strategy of the Company is to repay its obligations through generation of cash income from operating activities such as product sales and licensing agreements. In case such cash flows are insufficient, the Company relies on financing cash flows as provided through the issuance of shares or incurring financial liabilities. Note 2 of these financial statements more extensively describes the Company’s going concern assessment. The following table presents the financial liabilities at year-end 2022, showing the remaining undiscounted contractual amounts due including nominal interest. Liabilities denominated in foreign currency have been converted at the exchange rate at December 31, 2022. Maturity profile of financial liabilities: Amounts in $ ’000 2023 2024 2025 2026 2027 and onwards Total Prior year total Trade and other payables 54,465 — — — — 54,465 42,473 Other financial liabilities — — — — — — 165 Lease Liabilities 4,644 4,397 3,583 3,583 24,484 40,691 23,496 Convertible Bonds 4,000 4,000 135,338 — — 143,338 156,550 Total 63,109 8,397 138,921 3,583 24,484 238,494 222,684 Fair value estimation The Company uses the following hierarchy for determining the fair value of financial instruments measured at fair value: • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); • Level 3: Inputs for the asset or liability that are not based on observable market data or which are based on the probability of future events occurring (that is, unobservable inputs). The following table presents the assets that are measured at fair value at year-end 2022 and 2021: 2022 2021 Amounts in $ ’000 Level 1 Level 3 Total Level 1 Level 3 Total Investments in equity instruments designated as at FVTOCI 403 — 403 1,449 — 1,449 Investments in debt instruments designated as at FVTPL — 6,827 6,827 — — — Balance at December 31 403 6,827 7,230 1,449 — 1,449 The following table presents the liabilities that are measured at fair value at year-end 2022 and 2021: 2022 2021 Amounts in $ ’000 Level 3 Total Level 3 Total Other financial liabilities — — 165 165 Balance at December 31 — — 165 165 The following table includes carrying values and the estimated fair values of financial instruments: 2022 2021 Amounts in $ ‘000 Carrying value Fair value Carrying value Fair value Assets: Cash and cash equivalents, including restricted cash 208,654 208,654 192,963 192,963 Trade and other receivables 27,619 27,619 29,983 29,983 Liabilities: Convertible Bond 133,386 133,386 140,886 140,886 Lease Liabilities 33,308 33,308 20,875 20,875 Other financial liabilities — — 165 165 Trade and other payables 54,465 54,465 42,473 42,473 The above fair values of financial instruments are based on internal calculations with the exception of the warrant and conversion option in the derivative financial liabilities as calculated by an independent valuator. Cash and cash equivalents, trade and other receivables as well as trade and other payables are stated at carrying amount, which approximates the fair value in view of the short maturity of these instruments. The fair values of finance lease liabilities and loans and borrowings (both non-current and current portion) are based on arm’s length transactions. The table sets out an analysis for each of the period presented of the net position of the convertible bond, and Cash and cash equivalents, showing the remaining (discounted) contractual amounts due including nominal interest. Amounts in $ ‘000 2022 2021 Cash and cash equivalents 208,654 192,963 Convertible bond - repayable within one year (1,768) (1,879) Convertible bond - repayable after one year (131,618) (139,007) Net debt 75,268 52,077 Cash and cash equivalents 208,654 192,963 Gross debt - fixed interest rates (133,386) (140,886) Net debt 75,268 52,077 Reconciliation of liabilities arising from financing activities: 2021 Cashflows Non - Cash changes 2022 Amounts in $ ‘000 Acquisition Interest Expense Accrued Amortized costs Fair Value Changes Other Convertible Bond 140,886 (3,952) — 3,952 784 — (8,284) * 133,386 Other financial liabilities 165 — (165) — — — — — Lease Liabilities 20,875 (3,311) 16,248 718 — — (1,222) 33,308 Total liabilities from financing activities 161,926 (7,263) 16,083 4,670 784 — (9,506) 166,694 * Represents the translation effect of convertible bonds as reflected in the consolidated statement of comprehensive income |
EARNINGS PER SHARE AND FULLY-DI
EARNINGS PER SHARE AND FULLY-DILUTED SHARES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Earnings Per Share [Abstract] | |
EARNINGS PER SHARE AND FULLY-DILUTED SHARES | EARNINGS PER SHARE AND FULLY-DILUTED SHARESBasic earnings per share is calculated based on the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is computed based on the weighted average number of ordinary shares outstanding including the dilutive effect of shares to be issued in the future under certain arrangements such as option plans and warrants issued. For the years ended 31 December 2022, 2021 and 2020, the basic and diluted profit per share is: 2022 2021 2020 Net profit attributable to equity owners of the parent (in $ ‘000) 13,674 15,996 37,746 Weighted average shares outstanding 648,676,119 642,007,692 636,268,929 Basic profit per share (in $) 0.021 0.025 0.058 Weighted average diluted shares outstanding 707,141,263 701,151,525 682,737,280 Diluted profit per share (in $) 0.019 0.023 0.055 For 2022 the diluted net profit used in the calculation of dilutive profit per share amounts to $13.7 million. Difference between the weighted average shares outstanding and the weighted average diluted shares outstanding used for basic profits calculations per share relates to options, warrants and LTIP. The 62,412,622 average shares related to the convertible bonds are anti-dilutive and are therefore excluded from the weighted average number of ordinary shares for the purpose of diluted earnings per share. Diluted shares The composition of the number of shares and share rights outstanding as well as authorized share capital as per December 31, 2022 and the date of these financial statements is provided in the following table. Movements of shares and other instruments between December 31, 2022 and April 4, 2023 are shown in the table below: December 31, 2022 Shares issued Shares reserved April 4, 2023 Shares 656,348,225 2,324,118 — 658,672,343 RSU 4,931,000 — — 4,931,000 Options 47,596,801 (756,191) (762,000) 46,078,610 Convertible bonds 62,412,622 — — 62,412,622 LTIP 15,304,821 (1,516,432) 3,790,993 17,579,382 Issued 786,593,469 51,495 3,028,993 789,673,957 Available for issue 93,406,531 (51,495) (3,028,993) 90,326,043 Authorized share capital 880,000,000 — — 880,000,000 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share Capital, Reserves And Other Equity Interest [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS ’ EQUITY The Company’s authorized share capital amounts to $9.4 million (€8.8 million, exchange rate (EUR:$) equals 1:1.0667) and is divided into 880,000,000 ordinary shares with a nominal value of €0.01 each. At December 31, 2022 and 31 December 2021, all 656,348,225 (€6.6 million) and 648,749,282 shares outstanding, have been fully paid-up. Other reserves include those reserves related to currency translation, fair value revaluation, participating interest and capitalized development costs in which the movements can shown below: Amounts in $ ‘000 Legal Reserve Currency translation reserve (CTA) Legal Reserve Capitalized development cost Legal Reserve participating interest Reserve Fair value revaluation Total Balance at January 1, 2021 19,037 4,955 622 — 24,614 Movements in the year (15,072) (4,553) 694 (2,283) (21,214) Balance at December 31, 2021 3,965 402 1,316 (2,283) 3,400 Movements in the year (10,349) — (1,083) (705) (12,137) Balance at December 31, 2022 (6,384) 402 233 (2,988) (8,737) Please refer to the consolidated statement of changes in equity and Note 25. |
EVENTS AFTER THE REPORTING YEAR
EVENTS AFTER THE REPORTING YEAR | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
EVENTS AFTER THE REPORTING YEAR | EVENTS AFTER THE REPORTING YEAR Leniolisib FDA Approval In August 2019, Pharming entered into a development collaboration and license agreement with Novartis to develop and commercialize leniolisib, a small molecule phosphoinositide 3-kinase delta (P13Kδ) inhibitor being developed by Novartis to treat patients with Activated Phosphoinositide 3-kinase Delta Syndrome (APDS). In November 2022, Pharming submitted regulatory filings to the FDA and EMA for the purpose to commercialize leniolisib. On March 24, 2023, Pharming received FDA approval for the commercialization of leniolisib in the United States. Pharming is preparing its first leniolisib sale in the second quarter of 2023. We anticipate that the CHMP will issue its opinion on the leniolisib MAA in the second half of 2023 and expect European marketing authorisation approximately two months later. For further details, refer to Note 23 of the consolidated financial statements. Management identified no other events after the reporting period affecting the 2022 financial statements. |
ACCOUNTING PRINCIPLES AND POL_2
ACCOUNTING PRINCIPLES AND POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTING PRINCIPLES AND POLICIES [Abstract] | |
Basis of preparation and going concern assumption | BASIS OF PREPARATION AND GOING CONCERN ASSUMPTION The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards, or IFRS, issued by the International Accounting Standards Board, or IASB, and the interpretations issued by the IASB’s International Financial Reporting Interpretation Committee. The consolidated financial statements provide a general overview of our activities and the results achieved and have been prepared on a going concern basis. Management exercises its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 2.5. These financial statements are presented in U.S. dollars, or $, and rounded to the nearest thousand U.S. dollars ($ ‘000), unless otherwise stated. Going Concern In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. These consolidated financial statements have been prepared for the Group as a going concern. The 2022 year-end cash balance (including restricted cash) of $208.7 million is expected to fund the Company for more than twelve months from the date of this report. So far, we have not experienced any noteworthy disruption to our supply chain and none of the Company’s (external) production facilities/sales locations have been closed. The receipts from commercial supply of product to our partners in Latin America, South Korea and Israel and proceeds from direct sales in the United States and Europe currently generate more cash than the Company requires for day to day expenses and to supply those sales, and thus the surplus cash generated will support our capital expenditure plans and financial reserves further. The Board of Directors anticipate significant investments in the preparations of the launch of leniolisib, expected in 2023. These investments will have a negative effect on the profit in 2023. Consequently, the Company expects the cash and cash equivalents to reduce during the year as the Company invests in its future. Expected revenue for leniolisib, if approved, will increase significantly from 2023 and onwards. The Company remains confident in the robustness of RUCONEST® sales, in the expansion of its pipeline and the addition of leniolisib, if approved for the treatment of APDS. Presently, however, no further assurance can be given on either the timing or size of future profits. In addition, in the event that the Company needs to raise capital by issuing additional shares, shareholders’ equity interests may be diluted as to voting power, and their interests as to value will depend on the price at which such issues are made. The Company currently sees no further need to raise capital to support its current operations, but may take an opportunity to do so in either equity issue or through an expansion of the current convertible debt or to raise debt, or through a combination of such instruments, to support an acquisition or in-licensing of additional assets, if appropriate terms can be obtained that are in the best interests of shareholders. Overall, based on the outcome of this assessment, our 2022 financial statements have been drawn up on the basis of a going concern assumption. |
New and revised IFRS standards | New and revised IFRS standards The Company applied for the first-time certain amendments, which are effective for annual periods beginning on or after January 1, 2022 as disclosed below. • Amendments to IFRS 3: Reference to the conceptual framework; • Amendments to IAS 16: Property, plant and equipment - Proceeds before intended use; • Amendments to IAS 37: Onerous contracts - cost of fulfilling a contract; • Amendments included in the Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle relating to IFRS 1, IFRS 9, IFRS 16 and IAS 41. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. The Company has not early adopted any other standard, interpretation or amendment that has been issued but not yet effective. The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements, which the Group intends to adopt, if applicable, when they become effective, are disclosed below. • IFRS 17: Insurance contracts. • Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between investors and its associate or joint venture. • Amendments to IAS 1: Classification of Liabilities as Current or Non-current. • Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of accounting policies. • Amendments to IAS 8: Definition of accounting estimates. • Amendments to IAS 12: Deferred tax related to assets and liabilities arising from a single transaction. Management does not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Company in future periods. |
Business combinations | Business combinations Business combinations are accounted for using the acquisition accounting method. Identifiable assets, liabilities and contingent liabilities acquired are measured at fair value at acquisition date. The consideration transferred is measured at fair value and includes the fair value of any contingent consideration. Where the consideration transferred exceeds the fair value of the net assets, liabilities and contingent liabilities acquired, the excess is recorded as goodwill. The costs of acquisition are recognized as an expense. |
Foreign currency translation | Foreign currency translation In preparing the financial statements of the Group, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognized in profit or loss in the period in which they arise except for: • Exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; • Exchange differences on transactions entered into to hedge certain foreign currency risks (see below under financial instruments/hedge accounting); • Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation), which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment. For the purpose of presenting consolidated financial statements in U.S. dollars, the assets and liabilities of the Group’s operations having Euro as functional currency are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in a foreign exchange translation reserve. The EUR/$ exchange rate applied at December 31, 2022, December 31, 2021 and December 31, 2020 was 1.0667, 1.1334 and 1.228 respectively. The average exchange rate applied in 2022, 2021 and 2020 was 1.0543, 1.1860 and 1.1426 respectively. |
Distinction between current and non-current | Distinction between current and non-current An item is classified as current when it is expected to be realized (settled) within 12 months after the end of the reporting year. Liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting year. |
Intangible assets acquired separately | Intangible assets acquired separately Intangible assets, or IFA, acquired separately are measured at historical cost. The cost of intangible assets acquired in a business combination is recognized and measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Intangible assets with finite lives are amortized over the useful life and assessed for impairment whenever there is an indication that the intangible assets may be impaired and at the end of each reporting period. The estimated useful lives, residual values and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Changes in the expected useful life, according to the straight-line method, or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the statement of income in the relevant expense category consistent with the function of the intangible asset. Intangible assets are also recognized through the capitalization of certain types of expenditure, including particularly pharmaceutical research and development expenses. These are discussed in more detail under the “Internally-generated intangible assets – research and development expenditure” section of this Note. The remaining amortization periods for intangible assets at December 31, 2022 are: Amortization period Category Description Total Remaining Transgenic technology Patents and licenses 6 to 10 years Divested RUCONEST® for HAE (EU) Development costs 10 years Fully amortized RUCONEST® for HAE (U.S.) Re-acquired commercial rights 20 years 14 years RUCONEST® for HAE (EU) Re-acquired commercial rights 12 years 9 years Software expenses Development costs 3 to 5 years 2 to 5 years Development costs* Development costs Not yet in use Not yet in use * Regarding acquired assets for Pompe and Fabry ’ s disease and internal generated assets for modifications of RUCONEST® The Company’s original transgenic technology has been fully amortized and now has a carrying value of nil. The Company is developing new transgenic technology based on own technology that has been patented and is also using externally developed technology to produce certain founder transgenic animals. The new technology, if capitalized upon completion, will be amortized over its then useful life. Internally-generated intangible assets – research and development expenditure Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following conditions have been demonstrated: • The technical feasibility of completing the intangible asset so that it will be available for use or sale • The intention to complete the intangible asset and use or sell it • The ability to use or sell the intangible asset • How the intangible asset will generate probable future economic benefits • The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset • The ability to measure reliably the expenditure attributable to the intangible asset during its development The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Intangible assets acquired in a business combination Intangible assets acquired in a business combination and recognized separately from goodwill are recognized initially at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Derecognition of intangible assets An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized. |
Biological assets | Biological Assets Under IAS 41 “Agriculture”, management is required to assess whether ‘biological assets’ which are contributing to production of our cash flows should be accounted for as assets. Management has assessed Pharming’s biological assets and conclude that these do not qualify to be recognized under the relevant standard IAS 41 “Agriculture” due to their uniqueness and very special transgenic nature and thus all relevant costs are expensed through the income statement. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation charges and accumulated impairment charges. Generally, depreciation is calculated using a straight-line basis over the estimated useful life of the asset. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of income in the year the asset is derecognized. Residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. All costs that are directly attributable to bringing an asset to the location and condition necessary for it to be capable of operating in the manner intended by management, will be capitalized. These costs include direct employee benefits, rent and testing costs. Capitalization will be done until the asset is capable of operating in the manner intended by management. The depreciation periods for property, plant and equipment are: Category Depreciation period Land Not depreciated Operational facilities 10-20 years Leasehold improvements 5-10 years Machinery and equipment* 5-10 years Other property, plant & equipment 5-10 years * Depreciation charges for machinery and equipment are based on actual use of the equipment involved, which is expected to take place in a period before technical expiration |
Investments in associates | Investments in associates An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Under the equity method, an investment in an associate is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. When the Group’s share of losses of an associate exceeds the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. The requirements of IAS 36 are applied to determine whether it is necessary to recognize any impairment loss with respect to the Group’s investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases. When a Group entity transacts with an associate of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group. |
Financial assets | Financial assets Financial assets are recognized when the Company becomes a party to the contractual provisions of a financial instrument. Financial assets are derecognized when the rights to receive cash flows from the financial assets expire, or if the Company transfers the financial asset to another party and does not retain control or substantially all risks and rewards of the asset. Purchases and sales of financial assets in the normal course of business are accounted for at settlement date (i.e., the date that the asset is delivered to or by the Company). At initial recognition, the Company measures its financial assets at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset. After initial recognition, the Company classifies its financial assets as subsequently measured at either i) amortized cost, ii) fair value through other comprehensive income or iii) fair value through profit or loss on basis of both: • The Company’s business model for managing the financial assets; • The contractual cash flow characteristics of the financial asset. Subsequent to initial recognition, financial assets are measured as described below. At each balance sheet date, the Company assesses whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognizes a loss allowance for expected credit losses for financial assets measured at either amortized costs or at fair value through other comprehensive income. If, at the reporting date, the credit risk on financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12 months of expected credit losses. If, at the reporting date, the credit risk on a financial instrument has increased significantly since initial recognition, the Company measures the loss allowance for the financial instrument at an amount equal to the lifetime expected credit losses. Financial assets at amortized cost Financial assets are measured at amortized cost if both i) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ii) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest of on the principal amount outstanding. A financial asset measured at amortized cost is initially recognized at fair value plus transaction cost directly attributable to the asset. After initial recognition, the carrying amount of the financial asset measured at amortized cost is determined using the effective interest method, less any impairment losses. Financial assets at fair value through other comprehensive income, or FVTOCI On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in the legal reserve fair value revaluation. The cumulative gain or loss is reclassified to profit or loss on disposal of the equity investments. Financial assets at fair value through profit and loss, or FVTPL Financial assets that do not meet the criteria for being measured at amortized cost or FVTOCI are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss includes any dividend or interest earned on the financial asset and is included in the ‘fair value gain (loss) on revaluation’ line item (Note 12). Fair value is determined in the manner described in Note 12. |
Impairment of assets | Impairment of assets Assets that have an indefinite useful life and assets not yet available for use are not subject to depreciation or amortization and are tested at least annually for impairment. Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Non-financial assets for which an impairment loss is recorded, are reviewed for possible reversal of the impairment at each reporting date. |
Inventories | Inventories Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and, where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the First in First out (FIFO) method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. |
Trade and other receivables | Trade and other receivables Trade and other receivables are recognized initially at transaction price. Subsequent measurement is at amortized cost using the effective interest method, less the expected credit loss. Trade receivables are amounts due from customers for goods sold in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. For trade receivables and contract assets, the Company |
Cash and cash equivalents | Cash and cash equivalentsCash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments (maturity less than 3 months) readily convertible to known amounts of cash and subject to insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position. For the purpose of the statement of cash flow, cash and cash equivalents are net of outstanding bank overdrafts and do not include restricted cash. Restricted cash is cash held on short term deposits with certain banks as security mainly for credit card and is not considered cash and cash equivalents. |
Equity | Equity The Company only has ordinary shares, and these are classified within equity upon issue. Shares transferred in relation to settlement of (convertible) debt are measured at fair value with fair value based on the closing price of the shares on the trading day prior to the settlement date. Equity is recognized upon the recognition of share-based payment expenses; shares issued upon exercise of such options are measured at their exercise price. Transaction costs associated with an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. Transaction costs related to the issue of a compound financial instrument are allocated to the liability and equity components of the instruments in proportion to the allocation of proceeds. |
Financial liabilities | Financial liabilities and borrowings Financial liabilities are classified as either financial liabilities at fair value through profit or loss (derivative financial liabilities) or financial liabilities at amortized cost (borrowings and trade and other payables). All financial liabilities and borrowings are initially recognized at the fair value of the consideration received less directly attributable transaction costs; transaction costs related to the issue of a compound financial instrument are allocated to the liability and equity components of the instruments in proportion to the allocation of proceeds. After initial recognition, financial liabilities and borrowings are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the statement of income when the liabilities are paid off or otherwise eliminated as well as through the amortization process. Purchases and sales of financial liabilities are recognized at settlement date. A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the statement of income. |
Borrowings | Financial liabilities and borrowings Financial liabilities are classified as either financial liabilities at fair value through profit or loss (derivative financial liabilities) or financial liabilities at amortized cost (borrowings and trade and other payables). All financial liabilities and borrowings are initially recognized at the fair value of the consideration received less directly attributable transaction costs; transaction costs related to the issue of a compound financial instrument are allocated to the liability and equity components of the instruments in proportion to the allocation of proceeds. After initial recognition, financial liabilities and borrowings are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the statement of income when the liabilities are paid off or otherwise eliminated as well as through the amortization process. Purchases and sales of financial liabilities are recognized at settlement date. A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the statement of income. |
Convertibles bonds | Convertible bonds The Company has issued convertible bonds. At the time of the issue of bonds itself the split between equity and liability portion has been accounted for. The liability portion of the convertible bonds is the present value of the future cash flows, calculated by discounting the future cash flows of the bonds (interest and principal) at the market rate of interest with the assumption that no conversion option is available. The value of the equity portion will be the difference between the total proceeds received from the bonds and the present value (liability portion). The equity component is not remeasured after initial recognition. In the case the Company extinguishes the convertible bonds before maturity through an early redemption or repurchase in which the original conversion privileges are unchanged, the entity allocates the consideration paid and any transaction costs for the repurchase or redemption to the liability and equity components of the convertible bond at the date of the transaction. The method used in allocating the consideration paid and transaction costs to the separate components is consistent with that used in the original allocation to the separate components of the proceeds received by the Company when the convertible instrument was issued. Once the allocation of the consideration is made, any resulting gain or loss is treated as follows: • the amount of gain or loss relating to the liability component is recognized in profit or loss; and • the amount of consideration relating to the equity component is recognized in equity If the convertible bonds are converted before maturity, the amount recognized in equity in respect of the shares issued should be the amount at which the liability for the debt is stated as at the date of conversion. On conversion of the convertible bonds at maturity, the Company recognizes the liability component and recognizes it as equity. The original equity component remains as equity (although it may be transferred from one line item within equity to another). There is no gain or loss on conversion at maturity date. The transaction costs that are directly attributable to the convertible bonds are deducted from the initial fair value of the convertible bonds. The transaction costs are allocated between the liability and the equity components in proportion to the allocation of the proceeds. The transaction costs of the liability component are recognized as part of interest costs. |
Provisions | ProvisionsProvisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). The expense relating to any provision is presented in the statement of income net of any reimbursement. |
Trade and other payables | Trade and other payablesTrade and other payables are initially recognized at fair value. Subsequent measurement is at amortized cost using the effective interest method. |
Revenue recognition | Revenue recognition In order to determine when to recognize revenue and at what amount, the Company applies the following five steps, based on transfer of control over goods to the customer: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract. Performance obligations are promises in a contract to transfer to a customer goods that are distinct; 3. Determine the transaction price. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. If the consideration promised in a contract includes a variable amount, an entity must estimate the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods or services to a customer; 4. Allocate the transaction price to each performance obligation on the basis of the relative stand-alone selling prices of each distinct good or service promised in the contract; 5. Recognize revenue when a performance obligation is satisfied by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer services to a customer). For a performance obligation satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognized as the performance obligation is satisfied. All of the Group’s revenue from contracts with customers is derived from delivery of goods, specifically vials of pharmaceutical products. The Group does not provide any additional services (including financing services) or equipment to its customers. In accordance with IFRS 15, revenue is recognized when the customer obtains control of the goods. For the Group’s contracts the customer usually obtains control immediately after shipment of the product, which arrives at the customer within a short time frame. The vast majority of the Group’s contracts for revenue with customers are subject to chargebacks, discounts and/or rebates relating directly to customers or to ultimate reimbursement claims from government or insurance payers. These are accounted for on an estimated net basis, with any actual discounts and rebates used to refine the estimates in due course. These variable elements are deducted from revenue in the same period as the related sales are recorded. Due to the nature of these variable elements, it is not practicable to give meaningful sensitivity estimates due to the large volume of variables that contribute to the overall discounts, rebates and chargebacks accruals. |
Costs of sales & Operating costs | Costs of sales Costs of sales represent all production costs related to product sales, including production costs of the skimmed milk, external manufacturing costs, costs of vials used for product testing and other costs incurred in bringing the inventories to their present location and condition. The costs are measured at their actual costs based on FIFO and incurred to net realizable value if sales price is below actual costs. Operating costs Operating costs are expensed as incurred. Costs of research and development cover those activities that are carried out to gain new scientific or technical knowledge and understanding as well as the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products. Costs of general and administrative nature apply to overhead expenses. Costs of marketing and sales relate to all expenses incurred to commercialize the product. |
Research and development costs | Research and development costs Research expenditure is recognized as an expense in the period in which it is incurred. An intangible asset arising from development expenditure on an individual project is recognized only when the following criteria are met: • The technical feasibility of completing the intangible asset so that it will be available for use or sale is not in doubt; • The Company has the clear intention and resources to complete the asset, and to use or sell it; • Its ability to use or sell the asset is not in doubt; • The probability of future economic benefits is clear at the time of making the decision; • The availability of resources to complete the development required is not expected to change during the development process; • It is possible to measure the expenditure reliably during the development. Technical feasibility and ability to use or sell the asset are, in general, considered probable when the Company estimates that obtaining marketing approval is deemed likely. In practice this is only the case when we have either (i) completed a similar program before on the same therapeutic molecule or combination, or (ii) completed an identical program before on a similar molecule or combination. In other situations, the likelihood of success at each remaining level of clinical development and regulatory approval is assessed and, unless the collective probability is considered high, the criteria is difficult to meet in these circumstances. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment losses. |
Interest income | Interest income Interest income is recognized as interest accrues, using the effective interest method. For the purpose of the consolidated statement of cash flows, interest income derived from cash and cash equivalents have been presented as operating cash flows. |
Short-term employee benefits | Short-term employee benefits The Company does not provide any benefits based on financial measurement of the statement of income. Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented under trade and other payables in the balance sheet. |
Pension plan | Pension plan For all Dutch employees, the Company participates in defined contribution pension plans with an independent insurance company. Defined contributions are expensed in the year in which the related employee services are rendered. |
Share-based payment and Restricted Stock Unit Plan | Share-based payment The costs of option plans are measured by reference to the fair value of the options on the date on which the options are granted. The fair value is determined using the Black-Scholes model. The costs of these options are recognized in the income statement (share-based compensation) during the vesting period, together with a corresponding increase in equity (other reserves). Share-based payment charges do not affect liabilities or cash flows in the year of expense since all transactions are equity-settled. Pharming’s employee option plan states that an employee is entitled to exercise the vested options within five years after the date of the grant. The period in which the options become unconditional is defined as the vesting period. Restricted Stock Unit Plan For a limited number of board members and officers, restricted stock units are granted free of charge. A maximum number of predetermined shares vest four years after the grant date, provided that the participant to the long-term incentive plan is still in service (continued employment condition). The fair value is determined to be the market price at the grant date. The costs of the RSU grant are recognized in the income statement during the vesting period. |
Long term incentive plan | Long Term Incentive Plan For a limited number of board members and officers, performance shares are granted free of charge. A maximum number of predetermined shares vest three years after the grant date, provided that the participant to the long-term incentive plan is still in service (continued employment condition), with actual shares to be transferred based on the relative achievement of Pharming’s share price compared to a peer group. The maximum number of shares immediately vests upon a change of control. The fair value is determined using Monte Carlo simulation. The costs of the LTIP are recognized in the income statement during the vesting period. The fair value at the grant date includes the market performance condition (relative total shareholder return performance) but excludes the three-year service condition. On December 11, 2020 the LTIP for the Executive Director was implemented. The LTIP has been aligned with prevailing ‘ best practices’ and is performance-related only. The performance includes Total Shareholder Return (40% weighing) and achievement of long-term strategy oriented objectives (60% weighing). The Total Shareholders Return is compared to a peer group. The shares granted to the Executive Director under the LTIP, will vest in 3 years after the grant date, subject to the achievement of targets for a three-year performance period, their relative weightings and the pay-out limits. All shares will be subject to a retention period of 5 years from the date of grant. In order to fully become entitled to the shares vesting under the LTI conditions the participant has to be a member of the Board of Directors as Executive Board Member at the vesting date. The fair value of the LTIP is determined using the Monte Carlo simulation. The costs of the LTIP are recognized in the income statement during the vesting period. The fair value at the grant date includes the financial performance condition of Pharming compared to the benchmark, the strategic performance condition as well as the service condition. |
Leases | Leases The Group assesses whether a contract is or contains a lease at the inception of the contract. The Group recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is a lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which the economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: • Fixed lease payments; • Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date. The lease liability is presented as a separate line in the consolidated balance sheet. The lease liability is subsequently measured by increasing the carrying amount to reflect the interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: • The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. • The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case, a revised discount rate is used). • A lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. The Group did not make any such adjustments during the periods presented. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated balance sheet. The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant and Equipment’ policy. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognized as an expense in the period in which the event or condition triggers those payments occur. As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient. For contracts that contain lease components and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The Group had no such lease arrangements in 2022 and has none at the date of this report. |
Income taxes | Income taxes The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to use those temporary differences and losses. The Company has assessed all its income tax amounts and provisions in the light of IFRIC 23 Accounting for Uncertain Income Taxes, and has concluded that it is probable that its particular tax treatment will be accepted in all relevant jurisdictions and thus it has determined taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatment included in its income tax filings. Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. |
Cash flow statement | Cash flow statement Operating cash flows in the statement of cash flows are reported using the indirect method. Under the indirect method the figure is produced by adjusting the profit and loss by removing the effects of non-cash items and changes in working capital. The Company has chosen the profit before tax as a starting point for the reconciliation as most of the other elements in the net result have a non-cash nature. Payments of the finance lease liabilities related to operating assets and equipment are included in the operating cash flows, whereas all other finance lease liabilities are included in financing cash flows. They are part of the manufacturing costs, thus part of the working capital. This way the statement properly reflects the cash flows. |
Earnings per share | Earnings per share Basic earnings per share are calculated based on the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are computed based on the weighted average number of ordinary shares outstanding including the dilutive effect of shares to be issued in the future under certain arrangements such as option plans, warrants issued and convertible loan agreements. |
Segment reporting | Segment reporting Operating segments are reported in a manner consistent with the internal reporting of segmental information provided to and used by the chief operating decision-maker function in managing that segment. |
Significant accounting judgements and estimates | Significant accounting judgements and estimatesThe preparation of financial statements requires judgments and estimates that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. The resulting accounting estimates will, by definition, seldom equal the related actual results. The main estimates and assumptions that have a risk of causing an adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. Judgements: Financial assets - Investment in BioConnection During the second quarter of 2022, Pharming entered into a share purchase agreement, following receipt of an offer for all shares in BioConnection B.V. by Gimv Nederland Holding B.V ( “ Gimv ” )., a European investment company listed on Euronext Brussels. The existing shareholders (including Pharming) reached agreement with Gimv on the sale of all issued and outstanding shares to a new holding company (BioConnection Investments B.V.) incorporated by Gimv, followed by a partial re-investment by existing shareholders of the purchase price in the share capital of BioConnection Investments B.V. The re-investment relates to the purchase of ordinary shares and a preference share. Management made an assessment on the accounting treatment of the agreement and concluded that the sale of the BioConnection ordinary shares and purchase of the BioConnection Investments B.V. ordinary shares shall be considered as a dilution of an existing equity stake in an investment, accounted for using the equity method. Hence Pharming recognized the dilution of its equity stake as a reduction of the carrying amount of the investment accounted for using the equity method. The preference share is valued as an investment in debt instruments designated at FVTPL. The fair value of the preference share was calculated based on a commonly accepted valuation method, the option pricing model ( “ OPM ” ), which considers the share classes as call options on the total shareholders’ equity value according to the rights and preferences of each class of equity. The payoff profile of the share classes was analyzed through a portfolio of call options, with the total equity value of a company as the underlying asset of the options and specific terms for each option calibrated to mirror, in aggregate, the payoff profile of the share classes. Relying on the forward-looking Black-Scholes-Merton ( “ BSM ” ) financial instrument pricing framework, the OPM effectively captures the full range of potential outcomes for the share classes at exit. The OPM takes into consideration the full spectrum of risks in terms of future potential upside or downside but does not require explicit estimates of the possible future outcomes. The BSM model is commonly used to price assets on financial markets and allows to estimate the theoretical value of a call option, using six key parameters, namely the underlying equity value, strike price, time to maturity, risk free rate, expected volatility of the underlying equity and dividend yield on the underlying equity. The most important drivers for the fair value using the BSM model are: • the equity value, for which the determination of its value is highly dependent on the estimate of projected revenues, EBITDA and discount rate; • volatility; and • time to maturity. As a result of this transaction, Pharming has received net cash proceeds $7.3 million (EUR6.9 million) and recognized a gain of $12.2 million. In the Board of Directors ’ judgement, the investment in BioConnection constitutes an investment in an associated company and is therefore not consolidated, as Pharming has significant influence but does not have control of BioConnection and is embargoed by a shareholders agreement between the shareholders of BioConnection from influencing any activity between the two parties which is in any significant way different from the relationship which existed between the two prior to the investment. Further reference is made to Note 12. Biological Assets Under IAS 41 “Agriculture”, management is required to assess whether ‘biological assets’ which are contributing to production of our cash flows should be accounted for as assets. Management has assessed Pharming’s biological assets and conclude that these do not qualify to be recognized under the relevant standard IAS 41 “Agriculture” due to their uniqueness and very special transgenic nature and thus all relevant costs are expensed through the income statement. Estimates: Revenue Revenue is recognized when control has been transferred to the customer. Revenue is reduced by chargebacks and rebates for government healthcare programs, discounts to specialty pharmacies and wholesalers, and product returns given or expected to be given, which vary by patient groups. Chargebacks and rebates for healthcare programs depend upon the submission of claims sometime after the initial recognition of the sale. The liability for this variable consideration is made, at the time of sale, for the estimated chargebacks and rebates, mainly U.S. Medicaid, based on available market information and historical experience. Because the amounts are estimated they may not fully reflect the final outcome, and the amounts are subject to change dependent upon, amongst other things, the types of patient groups. The level of these liabilities is being reviewed and adjusted regularly in the light of contractual and legal obligations, historical charges and trends, past experience and projected mixtures of patient groups. The Group acquires this information from both internal resources and external parties. Future events could cause the assumptions on which the accruals are based to change, which could affect the future results of the Group. |
New and revised IFRS standards | New and revised IFRS standards The Company applied for the first-time certain amendments, which are effective for annual periods beginning on or after January 1, 2022 as disclosed below. • Amendments to IFRS 3: Reference to the conceptual framework; • Amendments to IAS 16: Property, plant and equipment - Proceeds before intended use; • Amendments to IAS 37: Onerous contracts - cost of fulfilling a contract; • Amendments included in the Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle relating to IFRS 1, IFRS 9, IFRS 16 and IAS 41. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. The Company has not early adopted any other standard, interpretation or amendment that has been issued but not yet effective. The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements, which the Group intends to adopt, if applicable, when they become effective, are disclosed below. • IFRS 17: Insurance contracts. • Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between investors and its associate or joint venture. • Amendments to IAS 1: Classification of Liabilities as Current or Non-current. • Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of accounting policies. • Amendments to IAS 8: Definition of accounting estimates. • Amendments to IAS 12: Deferred tax related to assets and liabilities arising from a single transaction. Management does not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Company in future periods. |
ACCOUNTING PRINCIPLES AND POL_3
ACCOUNTING PRINCIPLES AND POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTING PRINCIPLES AND POLICIES [Abstract] | |
Schedule of remaining amortisation periods for intangible assets | The remaining amortization periods for intangible assets at December 31, 2022 are: Amortization period Category Description Total Remaining Transgenic technology Patents and licenses 6 to 10 years Divested RUCONEST® for HAE (EU) Development costs 10 years Fully amortized RUCONEST® for HAE (U.S.) Re-acquired commercial rights 20 years 14 years RUCONEST® for HAE (EU) Re-acquired commercial rights 12 years 9 years Software expenses Development costs 3 to 5 years 2 to 5 years Development costs* Development costs Not yet in use Not yet in use * Regarding acquired assets for Pompe and Fabry ’ s disease and internal generated assets for modifications of RUCONEST® |
Schedule of deprecation period for property, plant and equipment | The depreciation periods for property, plant and equipment are: Category Depreciation period Land Not depreciated Operational facilities 10-20 years Leasehold improvements 5-10 years Machinery and equipment* 5-10 years Other property, plant & equipment 5-10 years * Depreciation charges for machinery and equipment are based on actual use of the equipment involved, which is expected to take place in a period before technical expiration Amounts in $ ‘000 Land and land improvements Operational facilities Leasehold Improvement Machinery and equipment Other Asset under construction Total At cost 33 6,170 2,476 6,591 9,602 2,872 27,744 Accumulated depreciation — (3,030) (2,176) (5,375) (4,937) — (15,518) Carrying value at January 1, 2021 33 3,140 300 1,216 4,665 2,872 12,226 Investments — 27 457 1,206 952 8,097 10,739 Internal transfer - cost — (544) 3,097 7,977 (5,743) (4,787) — Internal transfer - accumulated depreciation — 408 61 (3,871) 3,402 — — Transfer to software - cost — — — — (175) — (175) Transfer to software - accumulated depreciation — — — — 78 — 78 Divestments — (2) — (20) (131) (5,447) (5,600) Depreciation charges — (455) (86) (2,004) (680) — (3,225) Depreciation of disinvestment — 2 — 4 54 — 60 Currency translation - cost (2) (451) (324) (914) (347) (112) (2,150) Currency translation - accumulated depreciation — 236 166 674 193 — 1,269 Movement 2021 (2) (779) 3,371 3,052 (2,397) (2,249) 996 At cost 31 5,200 5,706 14,840 4,158 623 30,558 Accumulated depreciation — (2,839) (2,035) (10,572) (1,890) — (17,336) Carrying value at December 31, 2021 31 2,361 3,671 4,268 2,268 623 13,222 Investments — 54 15 797 504 6 1,376 Internal transfer - cost — — 42 380 170 (592) — Internal transfer - accumulated depreciation — — — — — — — Transfer to software - cost — — — — — — — Transfer to software - accumulated depreciation — — — — — — — Divestments (29) (214) (107) (6,422) (27) — (6,799) Impairment — (72) (55) (377) (13) — (517) Depreciation charges — (403) (294) (1,116) (822) — (2,635) Depreciation of disinvestment — 214 107 6,097 27 — 6,445 Currency translation - cost (2) (309) (319) (940) (101) (31) (1,702) Currency translation - accumulated depreciation — 162 114 676 50 — 1,002 Movement 2022 (31) (568) (497) (905) (212) (617) (2,830) At cost — 4,659 5,282 8,278 4,691 6 22,916 Accumulated depreciation — (2,866) (2,108) (4,915) (2,635) — (12,524) Carrying value at December 31, 2022 — 1,793 3,174 3,363 2,056 6 10,392 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Entity's Operating Segments [Abstract] | |
Schedule of external revenues and gross profit per geographic segment | Total external revenues and gross profit per geographic segment for the financial year 2022, 2021 and 2020 are: Amounts in $ ‘000 2022 2021 2020 Revenues: U.S. 200,082 193,419 202,684 Europe 4,924 4,933 8,232 RoW 616 519 1,258 Total revenues 205,622 198,871 212,174 Gross profit: U.S. 186,263 176,266 184,024 Europe 1,378 1,049 3,534 RoW 419 414 1,077 Total gross profit 188,060 177,729 188,635 |
OTHER INCOME (Tables)
OTHER INCOME (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Government Grants [Abstract] | |
Schedule Of Other Income | Amounts in $ ‘000 2022 2021 2020 Grants 1,774 2,620 1,829 Gain on divestment in associates 12,242 — — Other 507 — — Total 14,523 2,620 1,829 |
EXPENSES BY NATURE (Tables)
EXPENSES BY NATURE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Expenses by nature [abstract] | |
Disclosure of cost of sales | Costs of sales in 2022, 2021 and 2020 were as follows: Amounts in $ ‘000 2022 2021 2020 Costs of sales (17,398) (19,107) (23,539) Obsolescence inventory impairments (164) (2,035) — Total (17,562) (21,142) (23,539) |
Disclosure of research and development expense | Research and development costs in 2022, 2021 and 2020 were as follows: Amounts in $ ‘000 2022 2021 2020 Employee costs (20,595) (24,451) (20,984) Amortization costs IFA (55) (132) (774) Impairment losses IFA — (4,992) — Depreciation PPE and right of use assets (1,602) (3,152) (2,062) Direct Operating Expenses (27,107) (33,190) (12,804) Other indirect research and development costs (3,172) (4,452) (1,895) Total research and development costs (52,531) (70,369) (38,519) |
Disclosure of general and administrative costs | General and administrative costs for 2022, 2021 and 2020 were as follows: Amounts in $ ‘000 2022 2021 2020 Employee costs (14,868) (12,178) (11,217) Amortization costs IFA (492) — — Depreciation PPE and right of use assets (2,525) (857) (1,144) Impairment losses PPE and right of use assets (4,376) (5,447) — Direct Operating Expenses (9,038) (8,419) (9,546) Other indirect general and administrative costs (14,717) (10,073) (2,178) Total general and administrative costs (46,016) (36,974) (24,085) |
Disclosure of marketing and sales costs | Marketing and sales costs for 2022, 2021 and 2020 were as follows: Amounts in $ ‘000 2022 2021 2020 Employee costs (32,858) (24,125) (23,094) Amortization costs IFA (3,765) (4,098) (3,238) Depreciation PPE and right of use assets (372) (930) (865) Direct Operating Expenses (42,398) (28,543) (23,362) Other indirect marketing and sales costs (6,410) (1,749) (1,045) Total marketing and sales costs (85,803) (59,445) (51,604) |
Disclosure of employee benefits | Employee benefit costs for 2022, 2021 and 2020 were as follows: Amounts in $ ‘000 2022 2021 2020 Salaries (53,328) (44,202) (36,811) Social security costs (6,317) (5,318) (4,302) Pension costs (2,284) (2,179) (1,844) Share-based compensation (6,392) (9,055) (8,405) Total (68,321) (60,754) (51,362) |
Disclosure of depreciation and amortization | Depreciation and amortization charges are included in: Amounts in $ ‘000 2022 2021 2020 Property, plant and equipment (1,993) (2,158) (2,044) Intangible assets (4,312) (4,232) (4,008) Total (6,305) (6,390) (6,052) Right of use assets (2,565) (2,781) (2,027) Total (2,565) (2,781) (2,027) |
OTHER FINANCIAL INCOME AND EX_2
OTHER FINANCIAL INCOME AND EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Other Financial Income And Cost [Abstract] | |
Schedule of other financial income and expenses | Amounts in $ ‘000 2022 2021 2020 Interest income 85 53 715 Foreign currency results 4,400 14,841 Other financial income 4,485 14,894 715 Loan settlement — — (4,313) Foreign currency results — — (19,233) Interest loans and borrowings (4,736) (5,296) (5,178) Interest leases (622) (795) (766) Contingent consideration — — (3,744) Other financial expenses (105) (94) (74) Other financial expenses (5,463) (6,185) (33,308) Total other financial income and expenses (978) 8,709 (32,593) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Income Tax [Abstract] | |
Schedule of components of current and deferred income tax expense (income) | The following table specifies the current and deferred tax components of income taxes in the income statement: Amounts in $ ‘000 2022 2021 2020 Income tax expense Current tax Current tax on profit for the year (3,761) (97) (2,705) Adjustments for current tax of prior periods (9) 96 1,497 Total current tax expense (3,770) (1) (1,208) Deferred income tax Deferred tax on profit for the year 2,581 (8,196) (8,609) Adjustments for deferred tax of prior periods (124) 1,115 3,469 Total deferred tax expense 2,457 (7,081) (5,140) Income tax expense (1,313) (7,082) (6,348) |
Schedule of reconciliation of statutory income tax rate with effective income tax rate | The following table reconciles the statutory income tax rate with the effective income tax rate in the consolidated income statement: Amounts in $ ‘000 2022 2021 2020 Reconciliation of tax charge Profit, (loss) on ordinary activities before taxation 14,987 23,078 44,094 Profit/(loss) on ordinary activities multiplied by standard rate of tax in The Netherlands (3,866) (5,770) (11,023) Effects of: Tax rate in other jurisdictions 554 307 266 Non-taxable income (expense) 2,142 (2,853) 293 Adjustments of prior periods 15 655 2,122 Change in statutory applicable tax rate (1) 555 2,844 Other (157) 24 (850) Income tax expense for the year (1,313) (7,082) (6,348) |
Schedule of balances of net deferred tax assets (liabilities) | The balance of the net deferred tax assets/(liabilities) is therefore shown below: Amounts in $ ‘000 2022 2021 Total deferred tax assets 29,211 27,025 Total deferred tax liabilities (6,238) (5,809) Total net deferred tax assets /( liabilities) 22,973 21,216 |
Schedule of significant components and annual movements of deferred income tax assets and liabilities | The significant components and annual movements of deferred income tax assets as of December 31, 2022 and December 31, 2021 are as follows: Amounts in $ ‘000 2022 2021 Intangible fixed assets 9,876 10,493 Lease Liabilities 7,042 3,795 Accruals 2,026 2,289 Other 6,721 2,672 Tax losses 3,546 7,776 Total deferred tax assets 29,211 27,025 Amounts in $ ‘000 Intangible fixed assets Lease liabilities Accruals Other Tax losses Total At January 1, 2021 17,705 1,279 5,123 3,856 5,772 33,735 (Charged)/credited - to profit or loss (6,121) 2,696 (2,834) 823 2,515 (2,921) - other movement — — — (598) — (598) - to accumulated deficit — — — (1,366) — (1,366) - currency translation (1,091) (180) — (43) (511) (1,825) At December 31, 2021 10,493 3,795 2,289 2,672 7,776 27,025 (Charged)/credited - to profit or loss — 3,431 (263) 3,746 (3,814) 3,100 - other movement — — — (28) — (28) - to accumulated deficit — — — 337 — 337 - currency translation (617) (184) — (6) (416) (1,223) At December 31, 2022 9,876 7,042 2,026 6,721 3,546 29,211 The calculation of the deferred tax asset is as shown below: Amounts in $ ‘000 2022 2021 Net Operating Losses - Netherlands Net Operating Losses at year-end 13,556 25,364 Portion selected for deferred tax asset 13,556 25,364 Tax rates used: 2023 and later: 25,8% (25%) 3,497 6,545 Total tax effect Netherlands 3,497 6,545 Net Operating Losses - U.S. Net Operating Losses at year-end 670 4,356 Portion selected for deferred tax asset 670 4,356 Tax rate used: 2022: 28,26% — 1,231 2023 and later: 7,65% 49 Total tax effect U.S. 49 1,231 Tax effect Netherlands - losses deferred 3,497 6,545 Tax effect U.S. - losses deferred 49 1,231 Total deferred tax asset 3,546 7,776 The component and annual movement of deferred income tax liabilities as of December 31, 2022 and December 31, 2021 are as follows: Amounts in $ ‘000 2022 2021 Tangible fixed assets (6,238) (4,149) Other liabilities — (1,660) Total deferred tax liabilities (6,238) (5,809) Amounts in $ ‘000 Tangible fixed assets Other liabilities Total At January 1, 2021 (1,648) (210) (1,858) (Charged)/credited - to profit or loss (2,710) (1,450) (4,160) - to other comprehensive income - currency translation 209 — 209 At December 31, 2021 (4,149) (1,660) (5,809) (Charged)/credited - to profit or loss (2,302) 1,660 (642) - other movement 28 28 - currency translation 185 — 185 At December 31, 2022 (6,238) — (6,238) |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Amounts in $ ‘000 Transgenic technology RUCONEST® for HAE (EU) Development costs Re-acquired Novartis License Software Total At cost 3,256 648 7,779 77,806 24,667 958 115,114 Accumulated: Amortization charges (3,213) (648) — (14,699) — (104) (18,664) Impairment charges (43) — (2,324) — — — (2,367) Carrying value at January 1, 2021 — — 5,455 63,107 24,667 854 94,083 Amortization charges — — — (4,054) — (178) (4,232) Impairment charges — — (4,991) — — — (4,991) Assets acquired — — — — 2,530 3,447 5,977 Transfer from PPE - cost — — — — — 175 175 Transfer from PPE - accumulated amortization — — — — — (78) (78) Divestments - cost (3,145) — — — — (99) (3,244) Divestment - accumulated amortization 3,105 — — — — 99 3,204 Divestment - impairment charges 40 — — — — — 40 Currency translation - cost (111) (50) (599) (5,995) (2,012) (226) (8,993) Currency translation - amortization 108 50 — 1,312 — 19 1,489 Currency translation - impairment 3 — 401 — — — 404 MOVEMENT 2021 — — (5,189) (8,737) 518 3,159 (10,249) At cost — 598 7,180 71,811 25,185 4,255 109,029 Accumulated: Amortization charges — (598) — (17,441) — (242) (18,281) Impairment charges — — (6,914) — — — (6,914) Carrying value at December 31, 2021 — — 266 54,370 25,185 4,013 83,834 Amortization charges — — — (3,597) — (720) (4,317) Impairment charges — — — — — — — Assets acquired — — — — — 601 601 Transfer from PPE - cost — — — — — — — Transfer from PPE - accumulated amortization — — — — — — — Divestments - cost — — (6,431) — — — (6,431) Divestment - accumulated amortization — — — — — — — Divestment - impairment charges — — 6,431 — — — 6,431 Currency translation - cost — (35) (499) (4,228) (1,482) (235) (6,479) Currency translation - amortization — 35 — 984 — (20) 999 Currency translation - impairment — — 483 — — — 483 Movement 2022 — — (16) (6,841) (1,482) (374) (8,713) At cost — 563 250 67,583 23,703 4,621 96,720 Accumulated: Amortization charges — (563) — (20,054) — (982) (21,599) Impairment charges — — — — — — — Carrying value at December 31, 2022 — — 250 47,529 23,703 3,639 75,121 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment [abstract] | |
Summary of the changes in property, plant and equipment and leases | The depreciation periods for property, plant and equipment are: Category Depreciation period Land Not depreciated Operational facilities 10-20 years Leasehold improvements 5-10 years Machinery and equipment* 5-10 years Other property, plant & equipment 5-10 years * Depreciation charges for machinery and equipment are based on actual use of the equipment involved, which is expected to take place in a period before technical expiration Amounts in $ ‘000 Land and land improvements Operational facilities Leasehold Improvement Machinery and equipment Other Asset under construction Total At cost 33 6,170 2,476 6,591 9,602 2,872 27,744 Accumulated depreciation — (3,030) (2,176) (5,375) (4,937) — (15,518) Carrying value at January 1, 2021 33 3,140 300 1,216 4,665 2,872 12,226 Investments — 27 457 1,206 952 8,097 10,739 Internal transfer - cost — (544) 3,097 7,977 (5,743) (4,787) — Internal transfer - accumulated depreciation — 408 61 (3,871) 3,402 — — Transfer to software - cost — — — — (175) — (175) Transfer to software - accumulated depreciation — — — — 78 — 78 Divestments — (2) — (20) (131) (5,447) (5,600) Depreciation charges — (455) (86) (2,004) (680) — (3,225) Depreciation of disinvestment — 2 — 4 54 — 60 Currency translation - cost (2) (451) (324) (914) (347) (112) (2,150) Currency translation - accumulated depreciation — 236 166 674 193 — 1,269 Movement 2021 (2) (779) 3,371 3,052 (2,397) (2,249) 996 At cost 31 5,200 5,706 14,840 4,158 623 30,558 Accumulated depreciation — (2,839) (2,035) (10,572) (1,890) — (17,336) Carrying value at December 31, 2021 31 2,361 3,671 4,268 2,268 623 13,222 Investments — 54 15 797 504 6 1,376 Internal transfer - cost — — 42 380 170 (592) — Internal transfer - accumulated depreciation — — — — — — — Transfer to software - cost — — — — — — — Transfer to software - accumulated depreciation — — — — — — — Divestments (29) (214) (107) (6,422) (27) — (6,799) Impairment — (72) (55) (377) (13) — (517) Depreciation charges — (403) (294) (1,116) (822) — (2,635) Depreciation of disinvestment — 214 107 6,097 27 — 6,445 Currency translation - cost (2) (309) (319) (940) (101) (31) (1,702) Currency translation - accumulated depreciation — 162 114 676 50 — 1,002 Movement 2022 (31) (568) (497) (905) (212) (617) (2,830) At cost — 4,659 5,282 8,278 4,691 6 22,916 Accumulated depreciation — (2,866) (2,108) (4,915) (2,635) — (12,524) Carrying value at December 31, 2022 — 1,793 3,174 3,363 2,056 6 10,392 |
RIGHT-OF-USE ASSETS (Tables)
RIGHT-OF-USE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Leases [Abstract] | |
Schedule of lease amounts recognised in the balance sheet and income statement | The balance sheet shows the following amounts relating to lease: Amounts in $ ‘000 Buildings Cars Total Carrying value at At cost 10,874 2,290 13,164 Carrying value at Accumulated depreciation (3,103) (634) (3,737) Carrying value at January 1, 2021 7,771 1,656 9,427 Investments 13,802 401 14,203 Divestments (51) (165) (216) Depreciation charges (2,112) (669) (2,781) Depreciation of disinvestment 30 81 111 Other movement - cost (478) (79) (557) Other movement - accumulated depreciation 644 57 701 Currency translation - cost (1,148) (67) (1,215) Currency translation - accumulated depreciation 245 25 270 Movement 2021 10,932 (416) 10,516 At cost 22,999 2,380 25,379 Accumulated depreciation (4,296) (1,140) (5,436) Carrying value at December 31, 2021 18,703 1,240 19,943 Investments 15,066 1,741 16,807 Divestments (292) (739) (1,031) Depreciation charges (2,223) (797) (3,020) Depreciation of disinvestment 78 596 674 Impairment (3,860) — (3,860) Depreciation Impairment 59 — 59 Currency translation - cost (1,029) (48) (1,077) Currency translation - accumulated depreciation 197 61 258 Movement 2022 7,996 814 8,810 At cost 32,884 3,334 36,218 Accumulated depreciation (6,185) (1,280) (7,465) Carrying value at December 31, 2022 26,699 2,054 28,753 The statement of income shows the following amounts relating to leases: Amounts in $ ‘000 2022 2021 2020 Depreciation rights of use assets Depreciation right of use buildings (2,223) (2,112) (1,681) Depreciation right of use cars (797) (669) (346) Total depreciation right of use assets (3,020) (2,781) (2,027) Interest expense (Note 7) (622) (795) (766) Total expense right of use assets (3,642) (3,576) (2,793) |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Interest In Other Entities [Abstract] | |
Schedule of assumptions were used in the Black-Scholes model to determine the fair value of the asset | The following assumptions were used in the Black-Scholes model to determine the fair value of the asset: 2022 Expected time to maturity 5 years Volatility 55 % Risk-free interest rate 2.51 % The main assumptions in determination of the equity value are shown in below table. Preference share BioConnection (in million $) Revenue level Fair value Discount rate Fair value EBITDA margin Fair value -10.0 % 5.8 -2.0 % 7.4 -5.0 % 6.2 -5.0 % 6.3 -1.0 % 7.0 -2.5 % 6.5 Base case 6.8 Base case 6.8 Base case 6.8 +5.0% 7.3 +1.0% 6.6 +2.5% 7.1 +10.0% 7.6 +2.0% 6.4 +5.0% 7.4 The impact of the remaining variables on the Black-Scholes model are shown in below table: Preference share BioConnection (in million $) Time to maturity Fair value Volatility Fair value -2 years 8.2 -10.0 % 7.8 - 1 year 7.5 -5.0 % 7.3 Base case 6.8 Base case 6.8 + 1 year 6.3 +5.0% 6.4 + 2 years 5.8 +10.0% 6.0 |
Schedule of associates | % of ownership interest Name of entity Place of business 2022 2021 2020 Nature of relationship Measurement method BioConnection Investment B.V. Oss, NL 22.98 % 43.85 % 43.85 % Associate Equity $ ‘000 Carrying amount Name of entity 2022 2021 2020 BioConnection Investment B.V. Balance at January 1 7,201 7,118 6,177 Movement during the year Share in net profit (1,083) 694 361 Amortization of financial guarantee (153) (33) (32) Dilution of equity stake (2,991) — — Currency translation (473) (578) 612 Balance at December 31 2,501 7,201 7,118 Amounts in $ ‘000 2022 Balance at January 1 — Investment 7,933 Fair value changes (1,185) Currency translation 79 Balance at December 31 6,827 % of ownership interest Name of entity Place of business 2022 2021 2020 Nature of relationship Measurement method Orchard Therapeutics Plc. London, UK 1.00% 1.00% —% Investment Fair value The fair value as at December 31, 2022 was determined on the basis of the trading price as at that date. $ ‘000 Carrying amount Name of entity 2022 2021 2020 Orchard Therapeutics Plc. Balance at January 1 1,449 — — Movement during the year Initial recognition — 4,589 — Fair value adjustments through OCI (950) (3,077) Currency Translation (96) (63) — Balance at December 31 403 1,449 — |
RESTRICTED CASH, CASH AND CAS_2
RESTRICTED CASH, CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Disclosure of restricted cash, cash and cash equivalents | Amounts in $ ‘000 2022 2021 Restricted cash (non-current) 1,099 812 Restricted cash (current) 213 227 Cash and cash equivalents 207,342 191,924 Total restricted cash, cash and cash equivalents 208,654 192,963 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Inventories [Abstract] | |
Schedule of inventories | Amounts in $ ‘000 2022 2021 Finished goods 12,460 9,853 Work in progress 29,553 16,911 Raw materials 313 546 Balance at December 31 42,326 27,310 |
Schedule of changes in the adjustment to net realisable value | Changes in the adjustment to net realizable value: Amounts in $ ‘000 2022 2021 Balance at January 1 (2,448) (646) Addition to impairment (164) (2,342) Release of impairment 312 20 Usage of impairment 195 407 Currency translation 134 113 Balance at December 31 (1,971) (2,448) |
Summary of the impact of inventory classification for the previous year reported inventory balances | Amounts in $ ‘000 2021 as previously reported Adjustment 2021 reclassified Finished Goods 13,560 (3,707) 9,853 Work in Progress 9,606 7,305 16,911 Raw Materials 4,144 (3,598) 546 Balance at December 31 27,310 — 27,310 |
TRADE AND OTHER RECEIVABLES (Ta
TRADE AND OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Schedule of trade and other receivables | Amounts in $ ‘000 2022 2021 Trade receivables 20,964 18,076 Prepaid expenses 2,288 2,392 Value added tax 1,453 2,486 Other receivables 1,117 2,363 Taxes and social securities 1,797 4,666 Balance at December 31 27,619 29,983 |
CONVERTIBLE BONDS (Tables)
CONVERTIBLE BONDS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Detailed Information About Borrowings [Abstract] | |
Schedule of recognition and movements of convertible bonds | Recognition and movements of the convertible bonds were as follows: Amounts in $ ‘000 2022 2021 Balance at January 1 140,886 151,767 Interest paid (cash flow) (3,952) (4,448) Amortization transaction cost 784 849 Accrued interest 3,952 4,447 Currency translation (8,284) (11,729) Balance at December 31 133,386 140,886 - Current portion 1,768 1,879 - Non-current portion 131,618 139,007 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Leases [Abstract] | |
Schedule of lease liabilities | Lease liabilities can be specified as follows: Amounts in $ ‘000 2022 2021 Balance at January 1 20,875 10,192 New Leases 16,248 14,118 Interest expense accrued 718 680 Payments of lease liabilities (3,311) (3,217) Other movements (348) 94 Currency translation (874) (992) Balance at December 31 33,308 20,875 - Current portion 3,465 2,419 - Non-current portion 29,843 18,456 |
Schedule of future minimum lease liabilities | Future minimum lease payments as at December 31, 2022 and 2021 are as follows: 2022 2021 Amounts in $ ‘000 Minimum payments Present value of payments Minimum payments Present value of payments Within one year 4,644 4,535 3,118 3,068 After one year but not more than five years 15,157 13,582 10,255 9,392 More than five years 20,890 15,191 10,123 8,415 Balance at December 31 40,691 33,308 23,496 20,875 Maturity profile of financial liabilities: Amounts in $ ’000 2023 2024 2025 2026 2027 and onwards Total Prior year total Trade and other payables 54,465 — — — — 54,465 42,473 Other financial liabilities — — — — — — 165 Lease Liabilities 4,644 4,397 3,583 3,583 24,484 40,691 23,496 Convertible Bonds 4,000 4,000 135,338 — — 143,338 156,550 Total 63,109 8,397 138,921 3,583 24,484 238,494 222,684 The table sets out an analysis for each of the period presented of the net position of the convertible bond, and Cash and cash equivalents, showing the remaining (discounted) contractual amounts due including nominal interest. Amounts in $ ‘000 2022 2021 Cash and cash equivalents 208,654 192,963 Convertible bond - repayable within one year (1,768) (1,879) Convertible bond - repayable after one year (131,618) (139,007) Net debt 75,268 52,077 Cash and cash equivalents 208,654 192,963 Gross debt - fixed interest rates (133,386) (140,886) Net debt 75,268 52,077 |
TRADE AND OTHER PAYABLES (Table
TRADE AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Trade And Other Payables [Abstract] | |
Schedule of trade and other payables | Trade and other payables as at December 31, 2022 and 2021 are as follows: Amounts in $ ‘000 2022 2021 Accounts payable 8,753 7,599 Taxes and social security 2,099 1,505 Other payables — 34 Accruals for employees 12,139 8,850 Accruals for rebates and discounts 10,490 11,111 Accrual for production 8,175 5,760 Other accruals 12,809 7,614 Balance at December 31 54,465 42,473 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share-Based Payment Arrangements [Abstract] | |
Schedule of total expenses for share based payment plans | The total expenses for share based payment plans in 2022, 2021 and 2020 is specified as follows: Amounts in $ ‘000 Share-based compensation (in $ ‘000) 2022 2021 2020 Board of Directors options — — 86 Employee options 2,390 4,262 2,964 Long term incentive plan 3,528 4,793 5,304 Restricted stock units 474 — — Bonus shares — — 51 Balance at December 31 6,392 9,055 8,405 |
Schedule of assumptions used in the black-scholes model to determine the fair value of options at grant date | The following assumptions were used in the Black-Scholes model to determine the fair value of options at grant date: 2022 2021 2020 Expected time to maturity 1-4 years 1-4 years 1-4 years Volatility 36% - 50% 47% - 57% 53% - 60% Risk-free interest rate (0.48)% - 2.49% (0.52)% - (0.03)% (0.52)% - (0.27)% |
Schedule of thresholds and payout percentages for long term incentive program | The thresholds and payout percentages for the LTI program are given by the following table, as to be determined for each of the AScX and IBB indices separately (each weighted at 50% of pay-out): TSR equal to index 80%pay-out TSR 10% above index 90% pay-out TSR 20% above index 100% pay-out TSR 40% above index 110% pay-out TSR 60% above index 120% pay-out TSR 80% above index 130% pay-out TSR 100% above index 150% pay-out TSR below index 0% pay-out |
Schedule of range of assumptions used in the Monte Carlo simulation | The range of assumptions used in the Monte Carlo simulation to determine the fair value of long-term incentive plan share awards at grant date were: 2022 2021 2020 Volatilities 46.00 % 49.00 % 53.46 % Risk-free interest rates 0.61 % (0.554)% - (0.416)% (0.528)% - (0.551)% Dividend yields — % — % — % |
Schedule of number and weighted average exercise prices of share options | An overview of activity in the number of options for 2022 is as follows (please also refer to Note 27 in respect of movements since the reporting date)(note that the dollar weighted average exercise price is translated using the closing exchange rate for the respective year (2022: 1:1.0667)): 2022 2021 2020 Number Weighted Average Exercise Price ($) Number Weighted Average Exercise Price ($) Number Weighted Average Exercise Price ($) Balance at January 1 52,789,478 0.911 50,106,488 0.909 40,327,537 0.696 Expired — — — — (3,281) 0.361 Forfeited (3,660,928) 0.847 (946,738) 1.046 (411,250) 0.640 Granted 4,801,938 0.902 12,081,000 0.931 15,536,750 1.196 Exercised (6,333,687) 0.599 (8,451,272) 0.520 (5,343,268) 0.544 Balance at December 31 47,596,801 0.897 52,789,478 0.911 50,106,488 0.909 - Vested 8,687,584 0.844 21,388,237 0.833 19,675,875 0.716 - Unvested 38,909,217 0.910 31,401,241 0.966 30,430,613 1.034 Exercise prices of options outstanding at December 31, 2022 and the exercise values are in the following ranges (note that the exercise value in $ is translated using the closing exchange rate for the respective year 1:1.0667)): 2022 2021 2020 Exercise prices in $ Number Exercise value Number Exercise value Number Exercise value 0.071 - 0.28 — — — — 3,225,000 828 0.28 - 0.57 — — 3,482,428 1,322 6,742,863 2,774 0.57- 0.85 26,796,675 21,847 12,290,925 10,155 12,974,375 11,615 0.85 - 2.83 20,800,126 20,895 37,016,125 36,646 27,164,250 30,314 Balance at December 31 47,596,801 42,742 52,789,478 48,123 50,106,488 45,531 |
Overview of number of LTIP shares granted, fair value per share, forfeited or issued | An overview of the number of LTIP shares granted in 2019-2022 and in total as well as the fair value per share award is as follows (note that the fair value per share award in $ is translated using the closing exchange rate for the respective year (2022: 1:1.0667)): Participant category 2022 2021 2020 2019 Total Non Executive members of the Board of Directors — — — 205,000 205,000 Executive Members of the Board of Directors 2,363,455 1,337,888 — 201,050 3,902,393 Executive Committee 5,816,083 6,301,400 105,000 326,807 12,549,290 Senior managers — 812,500 930,000 1,830,000 3,572,500 Total 8,179,538 8,451,788 1,035,000 2,562,857 20,229,183 Fair value per share award ($) 0.517 0.887 0.923 0.387 The following table provides an overview of LTIP shares granted, forfeited or issued in 2019-2022 as well as the number of LTIP shares reserved at December 31, 2022: Participant category Granted Issued Unvested Reserved at December 31, 2022 Non Executive members of the Board of Directors 205,000 (18,000) (187,000) 0 Executive Members of the Board of Directors 3,902,393 (20,306) (180,744) 3,701,343 Executive Committee 12,549,290 (440,934) (3,260,738) 8,847,618 Senior managers 3,572,500 (180,616) (2,059,384) 1,332,500 Total 20,229,183 (659,856) (5,687,866) 13,881,461 |
Schedule of metrics used for the transition arrangement for the CEO | The performance on both the TSR and the strategic corporate objectives, applying the respective weightings, leads to the following vesting level under the One-Off Transition Arrangement for the CEO (i.e., second annual tranche of 1,400,000 shares): Metric definition Achievement Weighting Vesting level TSR 115 % 40 % 46 % Strategic Objectives 90 % 60 % 54 % Total 100 % 100 % |
BOARD OF DIRECTORS (Tables)
BOARD OF DIRECTORS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Related Party [Abstract] | |
Schedule of members of the Board of Directors | The Board of Directors has the following members: Mr. P. Sekhri Chair of the Board of Directors and Non-Executive Board Member Ms. D. Jorn Vice Chair of the Board of Directors and Non-Executive Board Member Ms. B. Yanni Non-Executive Board Member Dr. M. Pykett Non-Executive Board Member Ms. J. van der Meijs Non-Executive Board Member Appointed 19 May 2021 Mr. L. Kruimer Non-Executive Board Member Appointed 19 May 2021 Mr. S. Baert Non-Executive Board Member Appointed 19 May 2021 Dr. S. de Vries Executive Board Member and Chief Executive Officer |
Schedule of Board annual compensation | For 2022 the annual compensation of the non-executive members of the Board of Directors was as follows: Responsibility Cash in Euros (per annum) Ordinary shares in Euros * (per annum) Cash in U.S. dollars Ordinary shares in U.S. dollars * Chair of the Board of Directors 65,000 40,000 68,530 42,172 Non-Executive Director 45,000 30,000 47,444 31,629 Chair Audit Committee 9,000 9,489 Member Audit Committee 3,000 3,163 Chair Remuneration Committee 6,000 6,326 Member Remuneration Committee 3,000 3,163 Chair Governance Committee 6,000 6,326 Member Governance Committee 3,000 3,163 *All shares to be valued at the 20 day VWAP preceding the Annual General Meeting of Shareholders, without further restrictions or grant . |
Summary of annual compensation of the board of directors | Compensation of the Non-Executive members of the Board of Directors and / or of former members of the Supervisory Board of Directors for 2022, 2021 and 2020 was as follows: Amounts in $ ‘000 Year Cash Share-Based Payment Total Mr. Paul Sekhri 2022 72 42 114 2021 77 55 132 2020 74 59 133 Mr. Barrie Ward 2022 — — — 2021 23 20 43 2020 62 46 108 Mr. Jan Hendrik Egberts 2022 — — — 2021 — — — 2020 — 5 5 Mr. Juergen Ernst 2022 — — — 2021 — 6 6 2020 57 42 99 Mr. Aad de Winter 2022 — — — 2021 26 21 47 2020 65 46 111 Ms. Deborah Jorn 2022 55 32 87 2021 64 42 106 2020 62 40 102 Ms. Barbara Yanni 2022 53 32 85 2021 60 36 96 2020 35 24 59 Dr. Mark Pykett 2022 50 32 82 2021 57 36 93 2020 35 24 59 Ms. Jabine van der Meijs 2022 57 32 89 2021 47 24 71 2020 — — — Mr. Leonard Kruimer 2022 57 32 89 2021 47 24 71 2020 — — — Mr. Steven Baert 2022 55 32 87 2021 45 24 69 2020 — — — Total 2022 399 234 633 2021 446 288 734 2020 390 286 676 |
Summary of shares held by members of the Board of Directors | At December 31, 2022, the Non-Executive members of the Board of Directors held the following numbers of shares: Ordinary shares Certificates of shares Mr. Paul Sekhri 486,037 — Ms. Deborah Jorn 98,778 — Ms. Barbara Yanni 83,187 — Dr. Mark Pykett 83,187 — Ms. Jabine van der Meijs 58,349 — Mr. Leonard Kruimer 58,349 Mr. Steven Baert 58,349 — Total 926,236 — At December 31, 2022, the executive members of the board held the following numbers of shares: Shares held As at December 31, 2022 Dr. Sijmen de Vries 7,434,383 |
Schedule of related party transactions | Compensation was as follows and includes the entire year 2022, up to December 31, 2022: Amounts in $ ‘000 Fixed remuneration Short-term variable: annual bonus Share-based payments Post-employment benefits Other Total Mr Sijmen de Vries, CEO and Executive Director 2022: 636 2022: 394 2022: 1,221 2022: 112 2022: 34 2022: 2,396 2021: 681 2021: 357 2021:* 1,594 2021: 120 2021: 38 2021: 2,790 2020: 614 2020: 431 2020: 1,739 2020: 107 2020: 37 2020: 2,927 Mr Bruno Giannetti 2022: — 2022: — 2022: — 2022: — 2022: — 2022: — 2021: — 2021: — 2021: — 2021: — 2021: — 2021: — 2020: 402 2020: 201 2020: 708 2020: 85 2020: 27 2020: 1,424 Mr Robin Wright 2022: — 2022: — 2022: — 2022: — 2022: — 2022: — 2021: — 2021: — 2021: — 2021: — 2021: — 2021: — 2020: 155 2020: 14 2020: 107 2020: 15 2020: 350 2020: 641 * Due to a disclosure error in 2021 caused by the incorrect apportionment of the fair value share based payment expense over the vesting period, the restated 2021 share based payments remuneration disclosure of Dr. S. de Vries is $1.6 million compared to previously reported share based payments of $1.3 million. Key management includes members of the Board of Directors: Amounts in $ ‘000 2022 2021 2020 Salaries and other short-term employee benefits 1,463 1,522 2,695 Post-employment benefits 112 120 207 Share-based compensation 1,455 1,882 * 2,841 Total 3,030 3,524 5,743 |
Schedule of movements of related parties share-based payment arrangements | The following table gives an overview of movements in number of option holdings of the individual members of the executive board of directors in 2022, the exercise prices and expiration dates up to December 31, 2022: January 1, 2022 Granted 2022 Exercised in 2022 Forfeited/Expired in 2022 December 31, 2022 Exercise price ($) Expiration date Dr. Sijmen de Vries 2,800,000 — — — 2,800,000 0.859 May 22, 2024 Year Granted Settled Forfeited Not vested Reserved as at 31 December 2022 Dr. Sijmen de Vries 2022 2,363,455 — — — 2,363.455 2021 1,337,888 — — — 1,337.888 2020 — — — — — 2019 201,050 (20,306) — (180,744) — |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Related Party [Abstract] | |
Schedule of related party transactions | Compensation was as follows and includes the entire year 2022, up to December 31, 2022: Amounts in $ ‘000 Fixed remuneration Short-term variable: annual bonus Share-based payments Post-employment benefits Other Total Mr Sijmen de Vries, CEO and Executive Director 2022: 636 2022: 394 2022: 1,221 2022: 112 2022: 34 2022: 2,396 2021: 681 2021: 357 2021:* 1,594 2021: 120 2021: 38 2021: 2,790 2020: 614 2020: 431 2020: 1,739 2020: 107 2020: 37 2020: 2,927 Mr Bruno Giannetti 2022: — 2022: — 2022: — 2022: — 2022: — 2022: — 2021: — 2021: — 2021: — 2021: — 2021: — 2021: — 2020: 402 2020: 201 2020: 708 2020: 85 2020: 27 2020: 1,424 Mr Robin Wright 2022: — 2022: — 2022: — 2022: — 2022: — 2022: — 2021: — 2021: — 2021: — 2021: — 2021: — 2021: — 2020: 155 2020: 14 2020: 107 2020: 15 2020: 350 2020: 641 * Due to a disclosure error in 2021 caused by the incorrect apportionment of the fair value share based payment expense over the vesting period, the restated 2021 share based payments remuneration disclosure of Dr. S. de Vries is $1.6 million compared to previously reported share based payments of $1.3 million. Key management includes members of the Board of Directors: Amounts in $ ‘000 2022 2021 2020 Salaries and other short-term employee benefits 1,463 1,522 2,695 Post-employment benefits 112 120 207 Share-based compensation 1,455 1,882 * 2,841 Total 3,030 3,524 5,743 |
OTHER FINANCIAL LIABILITIES (Ta
OTHER FINANCIAL LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about financial instruments [abstract] | |
Schedule of other financial liabilities | Other Financial Liabilities: Amounts in $ ‘000 2022 2021 Non-current Financial guarantee contracts — 165 Total non-current — 165 Total — 165 2022 2021 Amounts in $ ‘000 Carrying value Fair value Carrying value Fair value Assets: Cash and cash equivalents, including restricted cash 208,654 208,654 192,963 192,963 Trade and other receivables 27,619 27,619 29,983 29,983 Liabilities: Convertible Bond 133,386 133,386 140,886 140,886 Lease Liabilities 33,308 33,308 20,875 20,875 Other financial liabilities — — 165 165 Trade and other payables 54,465 54,465 42,473 42,473 |
FINANCIAL RISK MANAGEMENT (Tabl
FINANCIAL RISK MANAGEMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Financial Risk Management [Abstract] | |
Disclosure of maturity analysis for non-derivative financial liabilities | Future minimum lease payments as at December 31, 2022 and 2021 are as follows: 2022 2021 Amounts in $ ‘000 Minimum payments Present value of payments Minimum payments Present value of payments Within one year 4,644 4,535 3,118 3,068 After one year but not more than five years 15,157 13,582 10,255 9,392 More than five years 20,890 15,191 10,123 8,415 Balance at December 31 40,691 33,308 23,496 20,875 Maturity profile of financial liabilities: Amounts in $ ’000 2023 2024 2025 2026 2027 and onwards Total Prior year total Trade and other payables 54,465 — — — — 54,465 42,473 Other financial liabilities — — — — — — 165 Lease Liabilities 4,644 4,397 3,583 3,583 24,484 40,691 23,496 Convertible Bonds 4,000 4,000 135,338 — — 143,338 156,550 Total 63,109 8,397 138,921 3,583 24,484 238,494 222,684 The table sets out an analysis for each of the period presented of the net position of the convertible bond, and Cash and cash equivalents, showing the remaining (discounted) contractual amounts due including nominal interest. Amounts in $ ‘000 2022 2021 Cash and cash equivalents 208,654 192,963 Convertible bond - repayable within one year (1,768) (1,879) Convertible bond - repayable after one year (131,618) (139,007) Net debt 75,268 52,077 Cash and cash equivalents 208,654 192,963 Gross debt - fixed interest rates (133,386) (140,886) Net debt 75,268 52,077 |
Disclosure of maturity analysis for derivative financial liabilities | Maturity profile of financial liabilities: Amounts in $ ’000 2023 2024 2025 2026 2027 and onwards Total Prior year total Trade and other payables 54,465 — — — — 54,465 42,473 Other financial liabilities — — — — — — 165 Lease Liabilities 4,644 4,397 3,583 3,583 24,484 40,691 23,496 Convertible Bonds 4,000 4,000 135,338 — — 143,338 156,550 Total 63,109 8,397 138,921 3,583 24,484 238,494 222,684 |
Disclosure of fair value of financial instruments | The following table presents the assets that are measured at fair value at year-end 2022 and 2021: 2022 2021 Amounts in $ ’000 Level 1 Level 3 Total Level 1 Level 3 Total Investments in equity instruments designated as at FVTOCI 403 — 403 1,449 — 1,449 Investments in debt instruments designated as at FVTPL — 6,827 6,827 — — — Balance at December 31 403 6,827 7,230 1,449 — 1,449 |
Disclosure of fair value gain (loss) on revaluation derivatives | The following table presents the liabilities that are measured at fair value at year-end 2022 and 2021: 2022 2021 Amounts in $ ’000 Level 3 Total Level 3 Total Other financial liabilities — — 165 165 Balance at December 31 — — 165 165 |
Disclosure of financial assets at carrying and fair value | The following table includes carrying values and the estimated fair values of financial instruments: 2022 2021 Amounts in $ ‘000 Carrying value Fair value Carrying value Fair value Assets: Cash and cash equivalents, including restricted cash 208,654 208,654 192,963 192,963 Trade and other receivables 27,619 27,619 29,983 29,983 Liabilities: Convertible Bond 133,386 133,386 140,886 140,886 Lease Liabilities 33,308 33,308 20,875 20,875 Other financial liabilities — — 165 165 Trade and other payables 54,465 54,465 42,473 42,473 |
Disclosure of financial liabilities at carrying and fair value | Other Financial Liabilities: Amounts in $ ‘000 2022 2021 Non-current Financial guarantee contracts — 165 Total non-current — 165 Total — 165 2022 2021 Amounts in $ ‘000 Carrying value Fair value Carrying value Fair value Assets: Cash and cash equivalents, including restricted cash 208,654 208,654 192,963 192,963 Trade and other receivables 27,619 27,619 29,983 29,983 Liabilities: Convertible Bond 133,386 133,386 140,886 140,886 Lease Liabilities 33,308 33,308 20,875 20,875 Other financial liabilities — — 165 165 Trade and other payables 54,465 54,465 42,473 42,473 |
Disclosure of reconciliation of liabilities arising from financing activities | Reconciliation of liabilities arising from financing activities: 2021 Cashflows Non - Cash changes 2022 Amounts in $ ‘000 Acquisition Interest Expense Accrued Amortized costs Fair Value Changes Other Convertible Bond 140,886 (3,952) — 3,952 784 — (8,284) * 133,386 Other financial liabilities 165 — (165) — — — — — Lease Liabilities 20,875 (3,311) 16,248 718 — — (1,222) 33,308 Total liabilities from financing activities 161,926 (7,263) 16,083 4,670 784 — (9,506) 166,694 * Represents the translation effect of convertible bonds as reflected in the consolidated statement of comprehensive income |
EARNINGS PER SHARE AND FULLY-_2
EARNINGS PER SHARE AND FULLY-DILUTED SHARES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Earnings Per Share [Abstract] | |
Schedule of basic and diluted profit (loss) per share | For the years ended 31 December 2022, 2021 and 2020, the basic and diluted profit per share is: 2022 2021 2020 Net profit attributable to equity owners of the parent (in $ ‘000) 13,674 15,996 37,746 Weighted average shares outstanding 648,676,119 642,007,692 636,268,929 Basic profit per share (in $) 0.021 0.025 0.058 Weighted average diluted shares outstanding 707,141,263 701,151,525 682,737,280 Diluted profit per share (in $) 0.019 0.023 0.055 |
Schedule of movements of shares and other instruments | Movements of shares and other instruments between December 31, 2022 and April 4, 2023 are shown in the table below: December 31, 2022 Shares issued Shares reserved April 4, 2023 Shares 656,348,225 2,324,118 — 658,672,343 RSU 4,931,000 — — 4,931,000 Options 47,596,801 (756,191) (762,000) 46,078,610 Convertible bonds 62,412,622 — — 62,412,622 LTIP 15,304,821 (1,516,432) 3,790,993 17,579,382 Issued 786,593,469 51,495 3,028,993 789,673,957 Available for issue 93,406,531 (51,495) (3,028,993) 90,326,043 Authorized share capital 880,000,000 — — 880,000,000 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share Capital, Reserves And Other Equity Interest [Abstract] | |
Schedule of Other Reserve | Other reserves include those reserves related to currency translation, fair value revaluation, participating interest and capitalized development costs in which the movements can shown below: Amounts in $ ‘000 Legal Reserve Currency translation reserve (CTA) Legal Reserve Capitalized development cost Legal Reserve participating interest Reserve Fair value revaluation Total Balance at January 1, 2021 19,037 4,955 622 — 24,614 Movements in the year (15,072) (4,553) 694 (2,283) (21,214) Balance at December 31, 2021 3,965 402 1,316 (2,283) 3,400 Movements in the year (10,349) — (1,083) (705) (12,137) Balance at December 31, 2022 (6,384) 402 233 (2,988) (8,737) |
CORPORATE INFORMATION (Details)
CORPORATE INFORMATION (Details) | 12 Months Ended |
Dec. 31, 2022 market | |
Corporate Information [Abstract] | |
Number of markets | 30 |
ACCOUNTING PRINCIPLES AND POL_4
ACCOUNTING PRINCIPLES AND POLICIES - Going concern (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ACCOUNTING PRINCIPLES AND POLICIES [Abstract] | ||
Cash and cash equivalents, including restricted cash | $ 208,654 | $ 192,963 |
ACCOUNTING PRINCIPLES AND POL_5
ACCOUNTING PRINCIPLES AND POLICIES - Foreign currency translation (Details) | 12 Months Ended | |||
Oct. 26, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
ACCOUNTING PRINCIPLES AND POLICIES [Abstract] | ||||
Closing foreign exchange rate | 1.0667 | 1.0667 | 1.1334 | 1.228 |
Average foreign exchange rate | 1.0543 | 1.0543 | 1.1860 | 1.1426 |
ACCOUNTING PRINCIPLES AND POL_6
ACCOUNTING PRINCIPLES AND POLICIES - Intangible assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets | $ 75,121,000 | $ 83,834,000 | $ 94,083,000 |
Patents and licenses | |||
Disclosure of detailed information about intangible assets [line items] | |||
Intangible assets | $ 0 | ||
Patents and licenses | Bottom of range | |||
Disclosure of detailed information about intangible assets [line items] | |||
Useful life | 6 years | ||
Patents and licenses | Top of range | |||
Disclosure of detailed information about intangible assets [line items] | |||
Useful life | 10 years | ||
Capitalised development expenditure, RUCONEST for HAE EU | |||
Disclosure of detailed information about intangible assets [line items] | |||
Useful life | 10 years | ||
Re-acquired commercial rights, RUCONEST for HAE US | |||
Disclosure of detailed information about intangible assets [line items] | |||
Useful life | 20 years | ||
Remaining amortisation period of intangible assets | 14 years | ||
Re-acquired commercial rights, RUCONEST for HAE EU | |||
Disclosure of detailed information about intangible assets [line items] | |||
Useful life | 12 years | ||
Remaining amortisation period of intangible assets | 9 years | ||
Development costs, software expenses | Bottom of range | |||
Disclosure of detailed information about intangible assets [line items] | |||
Useful life | 3 years | ||
Remaining amortisation period of intangible assets | 2 years | ||
Development costs, software expenses | Top of range | |||
Disclosure of detailed information about intangible assets [line items] | |||
Useful life | 5 years | ||
Remaining amortisation period of intangible assets | 5 years |
ACCOUNTING PRINCIPLES AND POL_7
ACCOUNTING PRINCIPLES AND POLICIES - Property, plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Operational facilities | Bottom of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 10 years |
Operational facilities | Top of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 20 years |
Leasehold Improvement | Bottom of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 5 years |
Leasehold Improvement | Top of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 10 years |
Machinery and equipment | Bottom of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 5 years |
Machinery and equipment | Top of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 10 years |
Other | Bottom of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 5 years |
Other | Top of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 10 years |
ACCOUNTING PRINCIPLES AND POL_8
ACCOUNTING PRINCIPLES AND POLICIES - Pension plan (Details) - Pension defined benefit plans | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of defined benefit plans [line items] | |
Period of service by employee | 6 months |
Employee age | 18 years |
First range | |
Disclosure of defined benefit plans [line items] | |
Amount matched by employer in defined contribution pension (as percentage) | 1 |
Employee contribution in defined contribution pension (as percentage) | 0.03 |
Second range | |
Disclosure of defined benefit plans [line items] | |
Amount matched by employer in defined contribution pension (as percentage) | 0.50 |
Second range | Bottom of range | |
Disclosure of defined benefit plans [line items] | |
Employee contribution in defined contribution pension (as percentage) | 0.03 |
Second range | Top of range | |
Disclosure of defined benefit plans [line items] | |
Employee contribution in defined contribution pension (as percentage) | 0.05 |
Third range | |
Disclosure of defined benefit plans [line items] | |
Employee contribution in defined contribution pension (as percentage) | 0.05 |
ACCOUNTING PRINCIPLES AND POL_9
ACCOUNTING PRINCIPLES AND POLICIES - Share-based payment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
ACCOUNTING PRINCIPLES AND POLICIES [Abstract] | |
Share options vesting period | 5 years |
ACCOUNTING PRINCIPLES AND PO_10
ACCOUNTING PRINCIPLES AND POLICIES - Long term incentive plan and restricted stock unit plan (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Share based compensation [Line Items] | |
Award vesting period | 3 years |
Service period | 3 years |
Performance period | 3 years |
Restricted stock units | |
Share based compensation [Line Items] | |
Award vesting period | 4 years |
Executive Directors | New long term incentive plan | |
Share based compensation [Line Items] | |
Award vesting period | 3 years |
Total shareholder return performance objective, percent | 0.40 |
Strategy oriented performance objectives, percent | 0.60 |
Retainment period | 5 years |
ACCOUNTING PRINCIPLES AND PO_11
ACCOUNTING PRINCIPLES AND POLICIES - Financial assets (Details) $ in Thousands, € in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Disclosure of associates [line items] | ||||
Net cash proceeds financial assets | $ 7,300 | |||
Gain on divestment in associates | 12,242 | $ 0 | $ 0 | |
BioConnection Investment B.V. | ||||
Disclosure of associates [line items] | ||||
Net cash proceeds financial assets | 7,300 | € 6.9 | ||
Gain on divestment in associates | $ 12,200 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenues | $ 205,622 | $ 198,871 | $ 212,174 |
Gross profit: | 188,060 | 177,729 | 188,635 |
U.S. | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenues | 200,082 | 193,419 | 202,684 |
Gross profit: | 186,263 | 176,266 | 184,024 |
Europe | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenues | 4,924 | 4,933 | 8,232 |
Gross profit: | 1,378 | 1,049 | 3,534 |
RoW | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenues | 616 | 519 | 1,258 |
Gross profit: | $ 419 | $ 414 | $ 1,077 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenues | $ 205,622 | $ 198,871 | $ 212,174 |
U.S. | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenues | 200,082 | 193,419 | 202,684 |
U.S. | RUCONEST | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenues | 200,100 | 193,400 | |
Europe | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenues | 4,924 | 4,933 | 8,232 |
RoW | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenues | 616 | 519 | 1,258 |
Revenue Benchmark | Customer Concentration Risk | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenues | $ 173,600 | $ 156,600 | $ 161,700 |
Percentage of entity's revenue | 84% | 79% | 76% |
OTHER INCOME (Details)
OTHER INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Government Grants [Abstract] | |||
Grants | $ 1,774 | $ 2,620 | $ 1,829 |
Gain on divestment in associates | 12,242 | 0 | 0 |
Other | 507 | 0 | 0 |
Total | $ 14,523 | $ 2,620 | $ 1,829 |
OTHER INCOME - Narrative (Detai
OTHER INCOME - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Government Grants [Line Items] | |||
Other income | $ 1,774 | $ 2,620 | $ 1,829 |
Gain on divestment in associates | 12,242 | $ 0 | $ 0 |
BioConnection Investment B.V. | |||
Disclosure Of Government Grants [Line Items] | |||
Gain on divestment in associates | 12,200 | ||
Gain recognized from preference shares in BioConnection | 7,900 | ||
Gain recognized from ordinary shares in BioConnection | $ 4,300 |
EXPENSES BY NATURE - Cost of sa
EXPENSES BY NATURE - Cost of sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expenses by nature [abstract] | |||
Costs of sales | $ (17,398) | $ (19,107) | $ (23,539) |
Obsolescence inventory impairments | (164) | (2,035) | 0 |
Total | $ (17,562) | $ (21,142) | $ (23,539) |
EXPENSES BY NATURE - Narrative
EXPENSES BY NATURE - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expenses By Nature [Line Items] | |||
Costs of sales | $ 17,398 | $ 19,107 | $ 23,539 |
Obsolescence inventory impairments | 164 | 2,035 | 0 |
Research and development expense | 52,531 | 70,369 | 38,519 |
Direct Operating Expenses | 27,107 | 33,190 | 12,804 |
Impairment losses IFA | 0 | 4,992 | 0 |
Total general and administrative costs | 46,016 | 36,974 | 24,085 |
Sales and marketing expense | $ 85,803 | 59,445 | $ 51,604 |
OTL-105 | |||
Expenses By Nature [Line Items] | |||
Direct Operating Expenses | 13,100 | ||
Impairment losses IFA | $ 5,000 |
EXPENSES BY NATURE - Research a
EXPENSES BY NATURE - Research and development (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expenses by nature [abstract] | |||
Employee costs | $ (20,595) | $ (24,451) | $ (20,984) |
Amortization costs IFA | (55) | (132) | (774) |
Impairment losses IFA | 0 | (4,992) | 0 |
Depreciation PPE and right of use assets | (1,602) | (3,152) | (2,062) |
Direct Operating Expenses | (27,107) | (33,190) | (12,804) |
Other indirect research and development costs | (3,172) | (4,452) | (1,895) |
Total research and development costs | $ (52,531) | $ (70,369) | $ (38,519) |
EXPENSES BY NATURE - General an
EXPENSES BY NATURE - General and administrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expenses by nature [abstract] | |||
Employee costs | $ (14,868) | $ (12,178) | $ (11,217) |
Amortization costs IFA | (492) | 0 | 0 |
Depreciation PPE and right of use assets | (2,525) | (857) | (1,144) |
Impairment losses PPE and right of use assets | (4,376) | (5,447) | 0 |
Direct Operating Expenses | (9,038) | (8,419) | (9,546) |
Other indirect general and administrative costs | (14,717) | (10,073) | (2,178) |
Total general and administrative costs | $ (46,016) | $ (36,974) | $ (24,085) |
EXPENSES BY NATURE - Marketing
EXPENSES BY NATURE - Marketing and sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expenses by nature [abstract] | |||
Employee costs | $ (32,858) | $ (24,125) | $ (23,094) |
Amortization costs IFA | (3,765) | (4,098) | (3,238) |
Depreciation PPE and right of use assets | (372) | (930) | (865) |
Direct Operating Expenses | (42,398) | (28,543) | (23,362) |
Other indirect marketing and sales costs | (6,410) | (1,749) | (1,045) |
Total marketing and sales costs | $ (85,803) | $ (59,445) | $ (51,604) |
EXPENSES BY NATURE - Employee b
EXPENSES BY NATURE - Employee benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expenses by nature [abstract] | |||
Salaries | $ (53,328) | $ (44,202) | $ (36,811) |
Social security costs | (6,317) | (5,318) | (4,302) |
Pension costs | (2,284) | (2,179) | (1,844) |
Share-based compensation | (6,392) | (9,055) | (8,405) |
Total | $ (68,321) | $ (60,754) | $ (51,362) |
EXPENSES BY NATURE - Depreciati
EXPENSES BY NATURE - Depreciation and amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant And Equipment, And Intangible Assets, Excluding Right Of Use Assets | |||
Depreciation and Amortization [Line Items] | |||
Depreciation and amortization expense | $ (6,305) | $ (6,390) | $ (6,052) |
Property, plant and equipment | |||
Depreciation and Amortization [Line Items] | |||
Depreciation and amortization expense | (1,993) | (2,158) | (2,044) |
Intangible assets | |||
Depreciation and Amortization [Line Items] | |||
Depreciation and amortization expense | (4,312) | (4,232) | (4,008) |
Right of use assets | |||
Depreciation and Amortization [Line Items] | |||
Depreciation and amortization expense | $ (2,565) | $ (2,781) | $ (2,027) |
OTHER FINANCIAL INCOME AND EX_3
OTHER FINANCIAL INCOME AND EXPENSES - Schedule of other financial income and expenses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Other Financial Income And Cost [Abstract] | |||
Interest income | $ 85,000 | $ 53,000 | $ 715,000 |
Foreign currency results | 4,400,000 | 14,841,000 | |
Other financial income | 4,485,000 | 14,894,000 | 715,000 |
Loan settlement | 0 | 0 | (4,313,000) |
Foreign currency results | 0 | 0 | (19,233,000) |
Interest loans and borrowings | (4,736,000) | (5,296,000) | (5,178,000) |
Interest leases | (622,000) | (795,000) | (766,000) |
Contingent consideration | 0 | 0 | (3,744,000) |
Other financial expenses | (105,000) | (94,000) | (74,000) |
Other financial expenses | (5,463,000) | (6,185,000) | (33,308,000) |
Total other financial income and expenses | $ (978,000) | $ 8,709,000 | $ (32,593,000) |
OTHER FINANCIAL INCOME AND EX_4
OTHER FINANCIAL INCOME AND EXPENSES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Other Financial Income And Cost [Abstract] | |||
Loan settlement | $ 0 | $ 0 | $ 4,313,000 |
INCOME TAX - Schedule of compon
INCOME TAX - Schedule of components of current and deferred income tax expense (income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax | |||
Current tax on profit for the year | $ (3,761) | $ (97) | $ (2,705) |
Adjustments for current tax of prior periods | (9) | 96 | 1,497 |
Total current tax expense | (3,770) | (1) | (1,208) |
Deferred income tax | |||
Deferred tax on profit for the year | 2,581 | (8,196) | (8,609) |
Adjustments for deferred tax of prior periods | (124) | 1,115 | 3,469 |
Total deferred tax expense | 2,457 | (7,081) | (5,140) |
Income tax expense | $ (1,313) | $ (7,082) | $ (6,348) |
INCOME TAX - Schedule of reconc
INCOME TAX - Schedule of reconciliation of statutory income tax rate with effective income tax rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of tax charge | |||
Profit, (loss) on ordinary activities before taxation | $ 14,987 | $ 23,078 | $ 44,094 |
Profit (loss) on ordinary activities multiplied by standard rate of tax in The Netherlands | (3,866) | (5,770) | (11,023) |
Effects of: | |||
Tax rate in other jurisdictions | 554 | 307 | 266 |
Non-taxable income (expense) | 2,142 | (2,853) | 293 |
Adjustments of prior periods | 15 | 655 | 2,122 |
Change in statutory applicable tax rate | (1) | 555 | 2,844 |
Other | (157) | 24 | (850) |
Income tax expense | $ (1,313) | $ (7,082) | $ (6,348) |
INCOME TAX - Schedule of balanc
INCOME TAX - Schedule of balance of the net deferred tax asset (liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Income Tax [Abstract] | |||
Total deferred tax assets | $ 29,211 | $ 27,025 | $ 33,735 |
Total deferred tax liabilities | (6,238) | (5,809) | $ (1,858) |
Total net deferred tax assets /( liabilities) | $ 22,973 | $ 21,216 |
INCOME TAX - Schedule of the si
INCOME TAX - Schedule of the significant components of deferred income tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets [line items] | |||
Total deferred tax assets | $ 29,211 | $ 27,025 | $ 33,735 |
Intangible fixed assets | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | 9,876 | 10,493 | 17,705 |
Lease liabilities | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | 7,042 | 3,795 | 1,279 |
Accruals | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | 2,026 | 2,289 | 5,123 |
Other | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | 6,721 | 2,672 | 3,856 |
Tax losses | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | $ 3,546 | $ 7,776 | $ 5,772 |
INCOME TAX - Summary of movemen
INCOME TAX - Summary of movement in deferred tax assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | $ 27,025 | $ 33,735 |
Deferred tax assets | 29,211 | 27,025 |
Total | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax (charged)/credited to profit or loss | 3,100 | (2,921) |
Deferred tax (charged)/credited to other movement | (28) | (598) |
Deferred tax (charged)/credited to accumulated deficit | 337 | (1,366) |
Deferred tax (charged)/credited to currency translation | (1,223) | (1,825) |
Intangible fixed assets | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 10,493 | 17,705 |
Deferred tax (charged)/credited to profit or loss | 0 | (6,121) |
Deferred tax (charged)/credited to other movement | 0 | 0 |
Deferred tax (charged)/credited to accumulated deficit | 0 | 0 |
Deferred tax (charged)/credited to currency translation | (617) | (1,091) |
Deferred tax assets | 9,876 | 10,493 |
Lease liabilities | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 3,795 | 1,279 |
Deferred tax (charged)/credited to profit or loss | 3,431 | 2,696 |
Deferred tax (charged)/credited to other movement | 0 | 0 |
Deferred tax (charged)/credited to accumulated deficit | 0 | 0 |
Deferred tax (charged)/credited to currency translation | (184) | (180) |
Deferred tax assets | 7,042 | 3,795 |
Accruals | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 2,289 | 5,123 |
Deferred tax (charged)/credited to profit or loss | (263) | (2,834) |
Deferred tax (charged)/credited to other movement | 0 | 0 |
Deferred tax (charged)/credited to accumulated deficit | 0 | 0 |
Deferred tax (charged)/credited to currency translation | 0 | 0 |
Deferred tax assets | 2,026 | 2,289 |
Other | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 2,672 | 3,856 |
Deferred tax (charged)/credited to profit or loss | 3,746 | 823 |
Deferred tax (charged)/credited to other movement | (28) | (598) |
Deferred tax (charged)/credited to accumulated deficit | 337 | (1,366) |
Deferred tax (charged)/credited to currency translation | (6) | (43) |
Deferred tax assets | 6,721 | 2,672 |
Tax losses | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 7,776 | 5,772 |
Deferred tax (charged)/credited to profit or loss | (3,814) | 2,515 |
Deferred tax (charged)/credited to other movement | 0 | 0 |
Deferred tax (charged)/credited to accumulated deficit | 0 | 0 |
Deferred tax (charged)/credited to currency translation | (416) | (511) |
Deferred tax assets | $ 3,546 | $ 7,776 |
INCOME TAX - Schedule of calcul
INCOME TAX - Schedule of calculation of the deferred tax assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets [line items] | |||
Net Operating Losses at year-end | $ (18,233) | $ (13,561) | $ (76,256) |
Tax rates used: | 3,866 | 5,770 | 11,023 |
Deferred tax assets | 29,211 | 27,025 | 33,735 |
Current net deferred tax assets | 5,400 | 2,400 | |
Tax losses | |||
Deferred tax assets [line items] | |||
Deferred tax assets | 3,546 | 7,776 | $ 5,772 |
NETHERLANDS | |||
Deferred tax assets [line items] | |||
Net Operating Losses at year-end | 13,556 | 25,364 | |
Tax rates used: | 3,497 | 6,545 | |
NETHERLANDS | 2023 and Later | |||
Deferred tax assets [line items] | |||
Tax rates used: | 3,497 | 6,545 | |
NETHERLANDS | Tax losses | |||
Deferred tax assets [line items] | |||
Deferred tax assets | 3,497 | 6,545 | |
U.S. | |||
Deferred tax assets [line items] | |||
Net Operating Losses at year-end | 670 | 4,356 | |
Tax rates used: | 49 | 1,231 | |
U.S. | 2023 and Later | |||
Deferred tax assets [line items] | |||
Tax rates used: | 49 | ||
U.S. | 2022 | |||
Deferred tax assets [line items] | |||
Tax rates used: | 0 | 1,231 | |
U.S. | Tax losses | |||
Deferred tax assets [line items] | |||
Deferred tax assets | $ 49 | $ 1,231 |
INCOME TAX - Schedule of comp_2
INCOME TAX - Schedule of components and annual movement of deferred income tax liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Liabilities [Line Items] | |||
Total deferred tax liabilities | $ (6,238) | $ (5,809) | $ (1,858) |
Tangible fixed assets | |||
Deferred Tax Liabilities [Line Items] | |||
Total deferred tax liabilities | (6,238) | (4,149) | (1,648) |
Other liabilities | |||
Deferred Tax Liabilities [Line Items] | |||
Total deferred tax liabilities | $ 0 | $ (1,660) | $ (210) |
INCOME TAX - Summary of movem_2
INCOME TAX - Summary of movement in deferred tax liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax liabilities | $ (5,809) | $ (1,858) |
Deferred tax liabilities | (6,238) | (5,809) |
Total | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax (charged)/credited to profit or loss | (642) | (4,160) |
Deferred tax (charged)/credited to other movement | 28 | |
Deferred tax (charged)/credited to other comprehensive income | ||
Deferred tax (charged)/credited to currency translation | 185 | 209 |
Tangible fixed assets | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax liabilities | (4,149) | (1,648) |
Deferred tax (charged)/credited to profit or loss | (2,302) | (2,710) |
Deferred tax (charged)/credited to other movement | 28 | |
Deferred tax (charged)/credited to other comprehensive income | ||
Deferred tax (charged)/credited to currency translation | 185 | 209 |
Deferred tax liabilities | (6,238) | (4,149) |
Other liabilities | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax liabilities | (1,660) | (210) |
Deferred tax (charged)/credited to profit or loss | 1,660 | (1,450) |
Deferred tax (charged)/credited to other movement | ||
Deferred tax (charged)/credited to other comprehensive income | ||
Deferred tax (charged)/credited to currency translation | 0 | 0 |
Deferred tax liabilities | $ 0 | $ (1,660) |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | $ 83,834 | $ 94,083 |
Amortization charges | (4,317) | (4,232) |
Impairment charges | 0 | (4,991) |
Assets acquired | 601 | 5,977 |
Movement | (8,713) | (10,249) |
Intangible assets other than goodwill at period end | 75,121 | 83,834 |
Transgenic technology | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 0 |
Amortization charges | 0 | 0 |
Impairment charges | 0 | 0 |
Assets acquired | 0 | 0 |
Movement | 0 | 0 |
Intangible assets other than goodwill at period end | 0 | 0 |
RUCONEST® for HAE (EU) | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 0 |
Amortization charges | 0 | 0 |
Impairment charges | 0 | 0 |
Assets acquired | 0 | 0 |
Movement | 0 | 0 |
Intangible assets other than goodwill at period end | 0 | 0 |
Development costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 266 | 5,455 |
Amortization charges | 0 | 0 |
Impairment charges | 0 | (4,991) |
Assets acquired | 0 | 0 |
Movement | (16) | (5,189) |
Intangible assets other than goodwill at period end | 250 | 266 |
Re-acquired rights and Licenses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 54,370 | 63,107 |
Amortization charges | (3,597) | (4,054) |
Impairment charges | 0 | 0 |
Assets acquired | 0 | 0 |
Movement | (6,841) | (8,737) |
Intangible assets other than goodwill at period end | 47,529 | 54,370 |
Novartis License | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 25,185 | 24,667 |
Amortization charges | 0 | 0 |
Impairment charges | 0 | 0 |
Assets acquired | 0 | 2,530 |
Movement | (1,482) | 518 |
Intangible assets other than goodwill at period end | 23,703 | 25,185 |
Software | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 4,013 | 854 |
Amortization charges | (720) | (178) |
Impairment charges | 0 | 0 |
Assets acquired | 601 | 3,447 |
Movement | (374) | 3,159 |
Intangible assets other than goodwill at period end | 3,639 | 4,013 |
Gross carrying amount, at cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 109,029 | 115,114 |
Transfer from PPE | 0 | 175 |
Divestments | (6,431) | (3,244) |
Currency translation | (6,479) | (8,993) |
Intangible assets other than goodwill at period end | 96,720 | 109,029 |
Gross carrying amount, at cost | Transgenic technology | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 3,256 |
Transfer from PPE | 0 | 0 |
Divestments | 0 | (3,145) |
Currency translation | 0 | (111) |
Intangible assets other than goodwill at period end | 0 | 0 |
Gross carrying amount, at cost | RUCONEST® for HAE (EU) | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 598 | 648 |
Transfer from PPE | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | (35) | (50) |
Intangible assets other than goodwill at period end | 563 | 598 |
Gross carrying amount, at cost | Development costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 7,180 | 7,779 |
Transfer from PPE | 0 | 0 |
Divestments | (6,431) | 0 |
Currency translation | (499) | (599) |
Intangible assets other than goodwill at period end | 250 | 7,180 |
Gross carrying amount, at cost | Re-acquired rights and Licenses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 71,811 | 77,806 |
Transfer from PPE | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | (4,228) | (5,995) |
Intangible assets other than goodwill at period end | 67,583 | 71,811 |
Gross carrying amount, at cost | Novartis License | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 25,185 | 24,667 |
Transfer from PPE | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | (1,482) | (2,012) |
Intangible assets other than goodwill at period end | 23,703 | 25,185 |
Gross carrying amount, at cost | Software | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 4,255 | 958 |
Transfer from PPE | 0 | 175 |
Divestments | 0 | (99) |
Currency translation | (235) | (226) |
Intangible assets other than goodwill at period end | 4,621 | 4,255 |
Accumulated Amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | (18,281) | (18,664) |
Transfer from PPE | 0 | (78) |
Divestments | 0 | 3,204 |
Currency translation | 999 | 1,489 |
Intangible assets other than goodwill at period end | (21,599) | (18,281) |
Accumulated Amortization | Transgenic technology | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | (3,213) |
Transfer from PPE | 0 | 0 |
Divestments | 0 | 3,105 |
Currency translation | 0 | 108 |
Intangible assets other than goodwill at period end | 0 | 0 |
Accumulated Amortization | RUCONEST® for HAE (EU) | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | (598) | (648) |
Transfer from PPE | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | 35 | 50 |
Intangible assets other than goodwill at period end | (563) | (598) |
Accumulated Amortization | Development costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 0 |
Transfer from PPE | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | 0 | 0 |
Intangible assets other than goodwill at period end | 0 | 0 |
Accumulated Amortization | Re-acquired rights and Licenses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | (17,441) | (14,699) |
Transfer from PPE | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | 984 | 1,312 |
Intangible assets other than goodwill at period end | (20,054) | (17,441) |
Accumulated Amortization | Novartis License | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 0 |
Transfer from PPE | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | 0 | 0 |
Intangible assets other than goodwill at period end | 0 | 0 |
Accumulated Amortization | Software | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | (242) | (104) |
Transfer from PPE | 0 | (78) |
Divestments | 0 | 99 |
Currency translation | (20) | 19 |
Intangible assets other than goodwill at period end | (982) | (242) |
Accumulated impairment | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | (6,914) | (2,367) |
Divestments | 6,431 | 40 |
Currency translation | 483 | 404 |
Intangible assets other than goodwill at period end | 0 | (6,914) |
Accumulated impairment | Transgenic technology | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | (43) |
Divestments | 0 | 40 |
Currency translation | 0 | 3 |
Intangible assets other than goodwill at period end | 0 | 0 |
Accumulated impairment | RUCONEST® for HAE (EU) | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | 0 | 0 |
Intangible assets other than goodwill at period end | 0 | 0 |
Accumulated impairment | Development costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | (6,914) | (2,324) |
Divestments | 6,431 | 0 |
Currency translation | 483 | 401 |
Intangible assets other than goodwill at period end | 0 | (6,914) |
Accumulated impairment | Re-acquired rights and Licenses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | 0 | 0 |
Intangible assets other than goodwill at period end | 0 | 0 |
Accumulated impairment | Novartis License | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | 0 | 0 |
Intangible assets other than goodwill at period end | 0 | 0 |
Accumulated impairment | Software | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 0 |
Divestments | 0 | 0 |
Currency translation | 0 | 0 |
Intangible assets other than goodwill at period end | $ 0 | $ 0 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2014 USD ($) product_lead | |
Disclosure of detailed information about intangible assets [line items] | |||||
Assets acquired | $ 601,000 | $ 5,977,000 | |||
Number of new product leads | product_lead | 2 | ||||
Impairment charges | 0 | 4,991,000 | |||
Intangible assets | 75,121,000 | 83,834,000 | $ 94,083,000 | ||
Development costs | |||||
Disclosure of detailed information about intangible assets [line items] | |||||
Assets acquired | 0 | 0 | |||
Impairment charges | 0 | 4,991,000 | |||
Intangible assets | 250,000 | 266,000 | 5,455,000 | ||
Development costs | Alpha-Galactosidase for Fabry's Disease | |||||
Disclosure of detailed information about intangible assets [line items] | |||||
Impairment charges | 300,000 | ||||
Development costs | RUCONEST | |||||
Disclosure of detailed information about intangible assets [line items] | |||||
Impairment charges | 4,700,000 | ||||
Additions other than through business combinations, intangible assets other than goodwill | $ 0 | $ 200,000 | $ 4,500,000 | ||
Development costs | Alpha-glucosidase For Pompe Disease. Assets | |||||
Disclosure of detailed information about intangible assets [line items] | |||||
Intangible assets | $ 300,000 | ||||
Transgenic Rabbit Models SASU | Development costs | |||||
Disclosure of detailed information about intangible assets [line items] | |||||
Assets acquired | $ 500,000 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of property, plant and equipment and leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | $ 13,222 | $ 12,226 |
Investments | 1,376 | 10,739 |
Divestments | (6,799) | (5,600) |
Impairment | (517) | |
Depreciation charges | (2,635) | (3,225) |
Depreciation of disinvestment | 6,445 | 60 |
Movement | (2,830) | 996 |
Property, plant and equipment at end of period | 10,392 | 13,222 |
At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 30,558 | 27,744 |
Internal transfer | 0 | 0 |
Transfer to software | 0 | (175) |
Currency translation | (1,702) | (2,150) |
Property, plant and equipment at end of period | 22,916 | 30,558 |
Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (17,336) | (15,518) |
Internal transfer | 0 | 0 |
Transfer to software | 0 | 78 |
Currency translation | 1,002 | 1,269 |
Property, plant and equipment at end of period | (12,524) | (17,336) |
Land and land improvements | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 31 | 33 |
Investments | 0 | 0 |
Divestments | (29) | 0 |
Impairment | 0 | |
Depreciation charges | 0 | 0 |
Depreciation of disinvestment | 0 | 0 |
Movement | (31) | (2) |
Property, plant and equipment at end of period | 0 | 31 |
Land and land improvements | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 31 | 33 |
Internal transfer | 0 | 0 |
Transfer to software | 0 | 0 |
Currency translation | (2) | (2) |
Property, plant and equipment at end of period | 0 | 31 |
Land and land improvements | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 0 | 0 |
Internal transfer | 0 | 0 |
Transfer to software | 0 | 0 |
Currency translation | 0 | 0 |
Property, plant and equipment at end of period | 0 | 0 |
Operational facilities | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 2,361 | 3,140 |
Investments | 54 | 27 |
Divestments | (214) | (2) |
Impairment | (72) | |
Depreciation charges | (403) | (455) |
Depreciation of disinvestment | 214 | 2 |
Movement | (568) | (779) |
Property, plant and equipment at end of period | 1,793 | 2,361 |
Operational facilities | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 5,200 | 6,170 |
Internal transfer | 0 | (544) |
Transfer to software | 0 | 0 |
Currency translation | (309) | (451) |
Property, plant and equipment at end of period | 4,659 | 5,200 |
Operational facilities | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (2,839) | (3,030) |
Internal transfer | 0 | 408 |
Transfer to software | 0 | 0 |
Currency translation | 162 | 236 |
Property, plant and equipment at end of period | (2,866) | (2,839) |
Leasehold Improvement | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 3,671 | 300 |
Investments | 15 | 457 |
Divestments | (107) | 0 |
Impairment | (55) | |
Depreciation charges | (294) | (86) |
Depreciation of disinvestment | 107 | 0 |
Movement | (497) | 3,371 |
Property, plant and equipment at end of period | 3,174 | 3,671 |
Leasehold Improvement | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 5,706 | 2,476 |
Internal transfer | 42 | 3,097 |
Transfer to software | 0 | 0 |
Currency translation | (319) | (324) |
Property, plant and equipment at end of period | 5,282 | 5,706 |
Leasehold Improvement | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (2,035) | (2,176) |
Internal transfer | 0 | 61 |
Transfer to software | 0 | 0 |
Currency translation | 114 | 166 |
Property, plant and equipment at end of period | (2,108) | (2,035) |
Machinery and equipment | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 4,268 | 1,216 |
Investments | 797 | 1,206 |
Divestments | (6,422) | (20) |
Impairment | (377) | |
Depreciation charges | (1,116) | (2,004) |
Depreciation of disinvestment | 6,097 | 4 |
Movement | (905) | 3,052 |
Property, plant and equipment at end of period | 3,363 | 4,268 |
Machinery and equipment | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 14,840 | 6,591 |
Internal transfer | 380 | 7,977 |
Transfer to software | 0 | 0 |
Currency translation | (940) | (914) |
Property, plant and equipment at end of period | 8,278 | 14,840 |
Machinery and equipment | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (10,572) | (5,375) |
Internal transfer | 0 | (3,871) |
Transfer to software | 0 | 0 |
Currency translation | 676 | 674 |
Property, plant and equipment at end of period | (4,915) | (10,572) |
Other | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 2,268 | 4,665 |
Investments | 504 | 952 |
Divestments | (27) | (131) |
Impairment | (13) | |
Depreciation charges | (822) | (680) |
Depreciation of disinvestment | 27 | 54 |
Movement | (212) | (2,397) |
Property, plant and equipment at end of period | 2,056 | 2,268 |
Other | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 4,158 | 9,602 |
Internal transfer | 170 | (5,743) |
Transfer to software | 0 | (175) |
Currency translation | (101) | (347) |
Property, plant and equipment at end of period | 4,691 | 4,158 |
Other | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (1,890) | (4,937) |
Internal transfer | 0 | 3,402 |
Transfer to software | 0 | 78 |
Currency translation | 50 | 193 |
Property, plant and equipment at end of period | (2,635) | (1,890) |
Asset under construction | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 623 | 2,872 |
Investments | 6 | 8,097 |
Divestments | 0 | (5,447) |
Impairment | 0 | |
Depreciation charges | 0 | 0 |
Depreciation of disinvestment | 0 | 0 |
Movement | (617) | (2,249) |
Property, plant and equipment at end of period | 6 | 623 |
Asset under construction | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 623 | 2,872 |
Internal transfer | (592) | (4,787) |
Transfer to software | 0 | 0 |
Currency translation | (31) | (112) |
Property, plant and equipment at end of period | 6 | 623 |
Asset under construction | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 0 | 0 |
Internal transfer | 0 | 0 |
Transfer to software | 0 | 0 |
Currency translation | 0 | 0 |
Property, plant and equipment at end of period | $ 0 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Capital expenditure for property, plant and equipment | $ 1,376 | $ 10,739 | $ 4,657 |
Depreciation charges | 2,635 | 3,225 | |
Depreciation expense charged to the statement of income | 1,600 | 2,100 | |
Property, plant and equipment | 10,392 | 13,222 | 12,226 |
Manufacturing Equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Depreciation charges | 1,116 | 2,004 | |
Property, plant and equipment | 3,363 | 4,268 | $ 1,216 |
Manufacturing Equipment | Inventories | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Depreciation charges | $ 1,000 | 1,100 | |
Other PPE | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment | $ 2,300 |
RIGHT-OF-USE ASSETS - Schedule
RIGHT-OF-USE ASSETS - Schedule of lease amounts recognised in the balance sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of quantitative information about right-of-use assets [line items] | |||
Value of right-of-use assets at period start | $ 19,943 | $ 9,427 | |
Investments | 16,807 | 14,203 | |
Divestments | (1,031) | (216) | |
Depreciation charges | (3,020) | (2,781) | $ (2,027) |
Depreciation of disinvestment | 674 | 111 | |
Impairment | (3,860) | ||
Depreciation Impairment | 59 | ||
Movement | 8,810 | 10,516 | |
Value of right-of-use assets at period end | 28,753 | 19,943 | 9,427 |
At cost | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Value of right-of-use assets at period start | 25,379 | 13,164 | |
Other movement | (557) | ||
Currency translation | (1,077) | (1,215) | |
Value of right-of-use assets at period end | 36,218 | 25,379 | 13,164 |
Accumulated Amortization | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Value of right-of-use assets at period start | (5,436) | (3,737) | |
Other movement | 701 | ||
Currency translation | 258 | 270 | |
Value of right-of-use assets at period end | (7,465) | (5,436) | (3,737) |
Buildings | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Value of right-of-use assets at period start | 18,703 | 7,771 | |
Investments | 15,066 | 13,802 | |
Divestments | (292) | (51) | |
Depreciation charges | (2,223) | (2,112) | (1,681) |
Depreciation of disinvestment | 78 | 30 | |
Impairment | (3,860) | ||
Depreciation Impairment | 59 | ||
Movement | 7,996 | 10,932 | |
Value of right-of-use assets at period end | 26,699 | 18,703 | 7,771 |
Buildings | At cost | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Value of right-of-use assets at period start | 22,999 | 10,874 | |
Other movement | (478) | ||
Currency translation | (1,029) | (1,148) | |
Value of right-of-use assets at period end | 32,884 | 22,999 | 10,874 |
Buildings | Accumulated Amortization | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Value of right-of-use assets at period start | (4,296) | (3,103) | |
Other movement | 644 | ||
Currency translation | 197 | 245 | |
Value of right-of-use assets at period end | (6,185) | (4,296) | (3,103) |
Cars | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Value of right-of-use assets at period start | 1,240 | 1,656 | |
Investments | 1,741 | 401 | |
Divestments | (739) | (165) | |
Depreciation charges | (797) | (669) | (346) |
Depreciation of disinvestment | 596 | 81 | |
Impairment | 0 | ||
Depreciation Impairment | 0 | ||
Movement | 814 | (416) | |
Value of right-of-use assets at period end | 2,054 | 1,240 | 1,656 |
Cars | At cost | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Value of right-of-use assets at period start | 2,380 | 2,290 | |
Other movement | (79) | ||
Currency translation | (48) | (67) | |
Value of right-of-use assets at period end | 3,334 | 2,380 | 2,290 |
Cars | Accumulated Amortization | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Value of right-of-use assets at period start | (1,140) | (634) | |
Other movement | 57 | ||
Currency translation | 61 | 25 | |
Value of right-of-use assets at period end | $ (1,280) | $ (1,140) | $ (634) |
RIGHT-OF-USE ASSETS - Narrative
RIGHT-OF-USE ASSETS - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Disclosure of quantitative information about right-of-use assets [line items] | |||
Investments | $ 16,807 | $ 14,203 | |
Impairment | (3,860) | ||
Right-of-use assets | 28,753 | 19,943 | $ 9,427 |
Rental expense | 3,642 | 3,576 | 2,793 |
Buildings | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Investments | 15,066 | 13,802 | |
Impairment | (3,860) | ||
Right-of-use assets | 26,699 | $ 18,703 | $ 7,771 |
Buildings | DSP Facility At Pivot Park, OSS | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Investments | 14,600 | ||
Impairment | (3,900) | ||
Right-of-use assets | $ 10,700 | ||
Buildings | DSP Facility At Pivot Park, OSS | Discount rate | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Significant unobservable input, assets | 0.0447 | ||
Bottom of range | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Remaining lease term | 1 year | ||
Top of range | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Remaining lease term | 15 years |
RIGHT-OF-USE ASSETS - Schedul_2
RIGHT-OF-USE ASSETS - Schedule of right-of-use assets in the statement of income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Total depreciation right of use assets | $ (3,020) | $ (2,781) | $ (2,027) |
Interest expense | (622) | (795) | (766) |
Total expense right of use assets | (3,642) | (3,576) | (2,793) |
Buildings | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Total depreciation right of use assets | (2,223) | (2,112) | (1,681) |
Cars | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Total depreciation right of use assets | $ (797) | $ (669) | $ (346) |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) $ in Thousands, € in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Disclosure of associates [line items] | ||||
Net cash proceeds financial assets | $ 7,300 | |||
Gain on divestment in associates | $ 12,242 | $ 0 | $ 0 | |
BioConnection Investment B.V. | ||||
Disclosure of associates [line items] | ||||
Proportion of ownership interest in associates | 22.98% | 22.98% | 43.85% | 43.85% |
Net cash proceeds financial assets | $ 7,300 | € 6.9 | ||
Gain on divestment in associates | $ 12,200 |
INVESTMENTS - Disclosure of ass
INVESTMENTS - Disclosure of associates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of associates [line items] | |||
Investments in associates accounted for using equity method | $ 7,201 | ||
Investments in associates accounted for using equity method | $ 2,501 | $ 7,201 | |
BioConnection Investment B.V. | |||
Disclosure of associates [line items] | |||
Proportion of ownership interest in associates | 22.98% | 43.85% | 43.85% |
Investments in associates accounted for using equity method | $ 7,201 | $ 7,118 | $ 6,177 |
Share in net profit | (1,083) | 694 | 361 |
Amortization of financial guarantee | (153) | (33) | (32) |
Dilution of equity stake | (2,991) | 0 | 0 |
Currency translation | (473) | (578) | 612 |
Investments in associates accounted for using equity method | $ 2,501 | $ 7,201 | $ 7,118 |
INVESTMENTS - Schedule of assum
INVESTMENTS - Schedule of assumptions were used in the Black-Scholes model to determine the fair value of the asset (Details) - Debt securities - At fair value - BioConnection Investments B.V. | Dec. 31, 2022 year |
Expected time to maturity | |
Disclosure of associates [line items] | |
Significant unobservable input, assets | 5 |
Volatility | |
Disclosure of associates [line items] | |
Significant unobservable input, assets | 0.55 |
Risk-free interest rate | |
Disclosure of associates [line items] | |
Significant unobservable input, assets | 0.0251 |
INVESTMENTS - Investment in deb
INVESTMENTS - Investment in debt instruments designated as at FVTPL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of associates [line items] | |||
Carrying amount of investments for debt instrument at FVTPL, beginning balance | $ 0 | ||
Initial recognition | 0 | $ 4,589 | $ 0 |
Carrying amount of investments for debt instrument at FVTPL, ending balance | 6,827 | 0 | |
BioConnection Investments B.V. | |||
Disclosure of associates [line items] | |||
Carrying amount of investments for debt instrument at FVTPL, beginning balance | 0 | ||
Initial recognition | 7,933 | ||
Fair value changes | (1,185) | ||
Currency translation | 79 | ||
Carrying amount of investments for debt instrument at FVTPL, ending balance | $ 6,827 | $ 0 |
INVESTMENTS - Sensitivity analy
INVESTMENTS - Sensitivity analysis (Details) $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Disclosure of associates [line items] | ||
Assets | $ 425,797 | $ 397,315 |
Revenue level | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input One | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.100) | |
Assets | $ 5,800 | |
Revenue level | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Two | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.050) | |
Assets | $ 6,300 | |
Revenue level | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Three | ||
Disclosure of associates [line items] | ||
Assets | $ 6,800 | |
Revenue level | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Four | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.050 | |
Assets | $ 7,300 | |
Revenue level | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Five | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.100 | |
Assets | $ 7,600 | |
Discount rate | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input One | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.020) | |
Assets | $ 7,400 | |
Discount rate | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Two | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.010) | |
Assets | $ 7,000 | |
Discount rate | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Three | ||
Disclosure of associates [line items] | ||
Assets | $ 6,800 | |
Discount rate | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Four | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.010 | |
Assets | $ 6,600 | |
Discount rate | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Five | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.020 | |
Assets | $ 6,400 | |
EBITDA margin | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input One | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.050) | |
Assets | $ 6,200 | |
EBITDA margin | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Two | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.025) | |
Assets | $ 6,500 | |
EBITDA margin | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Three | ||
Disclosure of associates [line items] | ||
Assets | $ 6,800 | |
EBITDA margin | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Four | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.025 | |
Assets | $ 7,100 | |
EBITDA margin | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Five | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.050 | |
Assets | $ 7,400 | |
Time to maturity | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input One | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (2) | |
Assets | $ 8,200 | |
Time to maturity | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Two | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (1) | |
Assets | $ 7,500 | |
Time to maturity | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Three | ||
Disclosure of associates [line items] | ||
Assets | $ 6,800 | |
Time to maturity | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Four | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 1 | |
Assets | $ 6,300 | |
Time to maturity | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Five | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 2 | |
Assets | $ 5,800 | |
Volatility | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input One | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.100) | |
Assets | $ 7,800 | |
Volatility | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Two | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.050) | |
Assets | $ 7,300 | |
Volatility | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Three | ||
Disclosure of associates [line items] | ||
Assets | $ 6,800 | |
Volatility | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Four | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.050 | |
Assets | $ 6,400 | |
Volatility | Preference shares | BioConnection Investment B.V. | At fair value | Sensitivity Input Five | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.100 | |
Assets | $ 6,000 |
INVESTMENTS - Investment in equ
INVESTMENTS - Investment in equity instruments designated as at fair value through other comprehensive income narrative (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jul. 01, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Disclosure of associates [line items] | ||||||
Investments in equity instruments designated as at FVTOCI | $ 1,449 | $ 403 | $ 1,449 | |||
Orchard Therapeutics Plc. | ||||||
Disclosure of associates [line items] | ||||||
Proportion of ownership interest in associates | 1% | 1% | 0% | |||
Upfront payment amount for acquisition | $ 17,500 | |||||
Upfront payment, cash payment, intangible assets acquisition | 10,000 | |||||
Upfront payment, equity interests delivered, intangible assets acquisition | 7,500 | |||||
Contingent consideration | 189,500 | |||||
Fair value of shares acquired | $ 4,600 | |||||
Upfront cash payment expensed as research and development expense | 10,000 | |||||
Premium on equity expensed as research and development expense | 2,900 | |||||
Investments in equity instruments designated as at FVTOCI | $ 1,449 | $ 403 | $ 1,449 | $ 0 | $ 0 | |
Ordinary shares traded at stock exchange (in percentage) | 0.990 |
INVESTMENTS - Investment in e_2
INVESTMENTS - Investment in equity instruments designated as at fair value through other comprehensive income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of associates [line items] | |||
Non-current investments in equity instruments designated at fair value through other comprehensive income at start of the period | $ 1,449 | ||
Initial recognition | 0 | $ 4,589 | $ 0 |
Non-current investments in equity instruments designated at fair value through other comprehensive income at end of period | $ 403 | $ 1,449 | |
Orchard Therapeutics Plc. | |||
Disclosure of associates [line items] | |||
Proportion of ownership interest in associates | 1% | 1% | 0% |
Non-current investments in equity instruments designated at fair value through other comprehensive income at start of the period | $ 1,449 | $ 0 | $ 0 |
Initial recognition | 0 | 4,589 | 0 |
Fair value adjustments through OCI | (950) | (3,077) | |
Currency Translation | (96) | (63) | 0 |
Non-current investments in equity instruments designated at fair value through other comprehensive income at end of period | $ 403 | $ 1,449 | $ 0 |
RESTRICTED CASH, CASH AND CAS_3
RESTRICTED CASH, CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subclassifications of assets, liabilities and equities [abstract] | ||||
Restricted cash (non-current) | $ 1,099 | $ 812 | ||
Restricted cash (current) | 213 | 227 | ||
Cash and cash equivalents | 207,342 | 191,924 | $ 205,159 | $ 74,348 |
Total restricted cash, cash and cash equivalents | $ 208,654 | $ 192,963 |
RESTRICTED CASH, CASH AND CAS_4
RESTRICTED CASH, CASH AND CASH EQUIVALENTS - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Restricted cash | $ 1.3 | $ 1 |
INVENTORIES - Schedule of inven
INVENTORIES - Schedule of inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Inventories [Abstract] | ||
Finished goods | $ 12,460 | $ 9,853 |
Work in progress | 29,553 | 16,911 |
Raw materials | 313 | 546 |
Total current inventories | $ 42,326 | $ 27,310 |
INVENTORIES - Schedule of chang
INVENTORIES - Schedule of changes in the adjustment to net realisable value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories [Line Items] | ||
Balance at January 1 | $ 27,310 | |
Balance at December 31 | 42,326 | $ 27,310 |
Adjustment for Net Realisable Value | ||
Inventories [Line Items] | ||
Balance at January 1 | (2,448) | (646) |
Addition to impairment | (164) | (2,342) |
Release of impairment | 312 | 20 |
Usage of impairment | 195 | 407 |
Currency translation | 134 | 113 |
Balance at December 31 | $ (1,971) | $ (2,448) |
INVENTORIES - Narrative (Detail
INVENTORIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventories [Line Items] | |||
Inventories | $ 42,326 | $ 27,310 | |
Cost of sales | 17,562 | 21,142 | $ 23,539 |
Cost of inventory | |||
Inventories [Line Items] | |||
Cost of sales | 17,400 | 19,100 | 23,500 |
Adjustment for Net Realisable Value | |||
Inventories [Line Items] | |||
Inventories | $ (1,971) | $ (2,448) | $ (646) |
INVENTORIES - Summary of the im
INVENTORIES - Summary of the impact of inventory classification for the previous year reported inventory balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of inventories [Line Items] | ||
Finished goods | $ 12,460 | $ 9,853 |
Work in progress | 29,553 | 16,911 |
Raw materials | 313 | 546 |
Total current inventories | $ 42,326 | 27,310 |
2021 as previously reported | ||
Disclosure of inventories [Line Items] | ||
Finished goods | 13,560 | |
Work in progress | 9,606 | |
Raw materials | 4,144 | |
Total current inventories | 27,310 | |
Adjustment | ||
Disclosure of inventories [Line Items] | ||
Finished goods | (3,707) | |
Work in progress | 7,305 | |
Raw materials | (3,598) | |
Total current inventories | $ 0 |
TRADE AND OTHER RECEIVABLES (De
TRADE AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Trade receivables | $ 20,964 | $ 18,076 |
Prepaid expenses | 2,288 | 2,392 |
Value added tax | 1,453 | 2,486 |
Other receivables | 1,117 | 2,363 |
Taxes and social securities | 1,797 | 4,666 |
Trade and other current receivables | $ 27,619 | $ 29,983 |
CONVERTIBLE BONDS - Schedule of
CONVERTIBLE BONDS - Schedule of recognition and movements of convertible bonds (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about borrowings [line items] | |||
Interest paid (cash flow) | $ (3,952) | $ (4,448) | $ (2,142) |
2025 Convertible Bonds | |||
Disclosure of detailed information about borrowings [line items] | |||
Borrowings at the beginning of the period | 140,886 | 151,767 | |
Interest paid (cash flow) | (3,952) | (4,448) | |
Amortization transaction cost | 784 | 849 | |
Accrued interest | 3,952 | 4,447 | |
Currency translation | (8,284) | (11,729) | |
Borrowings at the end of the period | 133,386 | 140,886 | $ 151,767 |
- Current portion | 1,768 | 1,879 | |
- Non-current portion | $ 131,618 | $ 139,007 |
CONVERTIBLE BONDS - Narrative (
CONVERTIBLE BONDS - Narrative (Details) € / shares in Units, € in Millions, $ in Millions | Feb. 13, 2023 | Jan. 21, 2020 USD ($) | Jan. 21, 2020 EUR (€) € / shares shares |
Convertible Bonds [Line Items] | |||
Conversion price of bonds into ordinary shares (in euro per share) | € / shares | € 2.0028 | ||
Original equity component, initial recognition amount | $ | $ 1.6 | ||
2025 Convertible Bonds | |||
Convertible Bonds [Line Items] | |||
Notional amount | € | € 125 | ||
Initial number of ordinary shares as underlying for convertible bonds (in shares) | shares | 62,412,622 | ||
Number of trading days | 20 days | ||
Number of consecutive trading days | 30 days | ||
Percentage of principal amounts of bonds issued (in percentage) | 1.30 | ||
Percentage of aggregate principal amount of bonds that have been converted and repurchased and cancelled (in percentage) | 0.85 | ||
2025 Convertible Bonds | Gross debt - fixed interest rates | |||
Convertible Bonds [Line Items] | |||
Interest rate on bonds (in percentage) | 3% |
LEASES - Schedule of lease liab
LEASES - Schedule of lease liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Balance at 1 January | $ 20,875 | $ 10,192 |
Interest expense accrued | 4,670 | |
Payments of lease liabilities | (7,263) | |
Other movements | (348) | 94 |
Currency translation | (874) | (992) |
Balance at 31 December | 33,308 | 20,875 |
- Current portion | 3,465 | 2,419 |
- Non-current portion | 29,843 | 18,456 |
Lease Liabilities | ||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
New Leases | 16,248 | 14,118 |
Interest expense accrued | 718 | 680 |
Payments of lease liabilities | $ (3,311) | $ (3,217) |
LEASES - Future minimum payment
LEASES - Future minimum payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | $ 40,691 | $ 23,496 | |
Present value of payments | 33,308 | 20,875 | $ 10,192 |
Minimum payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | 40,691 | 23,496 | |
Present value of payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Present value of payments | 33,308 | 20,875 | |
Within one year | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | 4,644 | ||
Within one year | Minimum payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | 4,644 | 3,118 | |
Within one year | Present value of payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Present value of payments | 4,535 | 3,068 | |
After one year but not more than five years | Minimum payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | 15,157 | 10,255 | |
After one year but not more than five years | Present value of payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Present value of payments | 13,582 | 9,392 | |
More than five years | Minimum payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | 20,890 | 10,123 | |
More than five years | Present value of payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Present value of payments | $ 15,191 | $ 8,415 |
TRADE AND OTHER PAYABLES - Sche
TRADE AND OTHER PAYABLES - Schedule of trade and other payables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Trade And Other Payables [Abstract] | ||
Accounts payable | $ 8,753 | $ 7,599 |
Taxes and social security | 2,099 | 1,505 |
Other payables | 0 | 34 |
Accruals for employees | 12,139 | 8,850 |
Accruals for rebates and discounts | 10,490 | 11,111 |
Accrual for production | 8,175 | 5,760 |
Other accruals | 12,809 | 7,614 |
Balance of trade and other payables at end of period | $ 54,465 | $ 42,473 |
SHARE-BASED COMPENSATION - Gene
SHARE-BASED COMPENSATION - General information (Details) $ in Thousands | 12 Months Ended | 19 Months Ended | |||
Oct. 26, 2022 USD ($) | Dec. 31, 2022 USD ($) tranche | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 executiveDirector non-executiveDirector | |
Share based compensation [Line Items] | |||||
Number of executive directors | executiveDirector | 1 | ||||
Number of non-executive directors | non-executiveDirector | 7 | ||||
Authorization period for share issuance | 18 months | ||||
Share-based compensation | $ 6,392 | $ 9,055 | $ 8,405 | ||
Restricted stock units | |||||
Share based compensation [Line Items] | |||||
Share-based compensation | $ 5,000 | $ 474 | $ 0 | $ 0 | |
Number of vesting tranches | tranche | 4 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of total expensed for share based payment plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 26, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Share-based compensation | $ 6,392 | $ 9,055 | $ 8,405 | |
Board of Directors options | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Share-based compensation | 0 | 0 | 86 | |
Employee options | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Share-based compensation | 2,390 | 4,262 | 2,964 | |
Long term incentive plan | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Share-based compensation | 3,528 | 4,793 | 5,304 | |
Restricted stock units | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Share-based compensation | $ 5,000 | 474 | 0 | 0 |
Bonus shares | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Share-based compensation | $ 0 | $ 0 | $ 51 |
SHARE-BASED COMPENSATION - Mode
SHARE-BASED COMPENSATION - Models and assumptions (Details) | 12 Months Ended |
Dec. 31, 2022 element | |
Disclosure Of Share-Based Payment Arrangements [Abstract] | |
Number of elements used in option pricing model | 6 |
Number of minimum years, option life | 3 years |
Maximum options to be granted, percentage over issued and outstanding shares (in percentage) | 10% |
Vesting requirements for share-based payment arrangement, options, maximum vesting period | 5 years |
Share-based payment arrangement, options, minimum period for unexercised options to be deemed lapsed | 5 years |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of assumptions used in the black-scholes model to determine the fair value of options at grant date (Details) - Employee options | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Bottom of range | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expected time to maturity | 1 | 1 | 1 |
Volatility | 36% | 47% | 53% |
Risk-free interest rate | (0.48%) | (0.52%) | (0.52%) |
Top of range | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expected time to maturity | 4 | 4 | 4 |
Volatility | 50% | 57% | 60% |
Risk-free interest rate | 2.49% | (0.03%) | (0.27%) |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Option plan employees (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share-Based Payment Arrangements [Abstract] | |
Share-based payment arrangement, options, termination of employment, minimum period for all options to lapse | 1 year |
Volatility calculation, historical end-of-month closing share prices, duration | 3 years |
Expected correlations, historical correlations based on end-of-month closing quotes, period | 3 years |
SHARE-BASED COMPENSATION - Long
SHARE-BASED COMPENSATION - Long Term Incentive Plan for the Executive Directors (Details) - LTIP | 12 Months Ended | |
Dec. 11, 2020 | Dec. 31, 2022 | |
Share based compensation [Line Items] | ||
Minimum retention period of shares awarded under program | 5 years | |
Vesting period after grant date | 3 years | |
Performance period | 3 years | |
Minimum retention period of shares awarded under program, period after vesting date | 2 years | |
Performance indicator, total shareholder return (in percentage) | 40% | |
Performance indicator, long term strategy oriented objectives (in percentage) | 60% | |
Index weight pay-out (in percentage) | 50% | |
CEO | ||
Share based compensation [Line Items] | ||
On-target value of shares to be awarded, percentage of gross annual salary | 300% | |
On-target value of shares to be awarded, percentage below the lowest quartile of US benchmark group | 50% | |
Maximum value of shares that can vest under program, percentage of gross annual salary | 450% | |
Minimum retention period of shares awarded under program | 5 years | 5 years |
Vesting period after grant date | 3 years | |
Other Executive Directors and Officers | ||
Share based compensation [Line Items] | ||
On-target value of shares to be awarded, percentage of gross annual salary | 200% | |
Maximum value of shares that can vest under program, percentage of gross annual salary | 300% | |
Other Executive Directors and Officers | Bottom of range | ||
Share based compensation [Line Items] | ||
On-target value of shares to be awarded, percentage below the lowest quartile of US benchmark group | 20% | |
Other Executive Directors and Officers | Top of range | ||
Share based compensation [Line Items] | ||
On-target value of shares to be awarded, percentage below the lowest quartile of US benchmark group | 30% |
SHARE-BASED COMPENSATION- Sched
SHARE-BASED COMPENSATION- Schedule of thresholds and payout percentages for long term incentive program (Details) - LTIP | 12 Months Ended |
Dec. 31, 2022 | |
TSR equal to index | |
Share based compensation [Line Items] | |
Pay-out (in percentage) | 80% |
TSR 10% above index | |
Share based compensation [Line Items] | |
Total Shareholder Return over index (in percentage) | 10% |
Pay-out (in percentage) | 90% |
TSR 20% above index | |
Share based compensation [Line Items] | |
Total Shareholder Return over index (in percentage) | 20% |
Pay-out (in percentage) | 100% |
TSR 40% above index | |
Share based compensation [Line Items] | |
Total Shareholder Return over index (in percentage) | 40% |
Pay-out (in percentage) | 110% |
TSR 60% above index | |
Share based compensation [Line Items] | |
Total Shareholder Return over index (in percentage) | 60% |
Pay-out (in percentage) | 120% |
TSR 80% above index | |
Share based compensation [Line Items] | |
Total Shareholder Return over index (in percentage) | 80% |
Pay-out (in percentage) | 130% |
TSR 100% above index | |
Share based compensation [Line Items] | |
Total Shareholder Return over index (in percentage) | 100% |
Pay-out (in percentage) | 150% |
TSR below index | |
Share based compensation [Line Items] | |
Pay-out (in percentage) | 0% |
SHARE-BASED COMPENSATION - Sc_3
SHARE-BASED COMPENSATION - Schedule of range of assumptions used in the Monte Carlo simulation, long term incentive plan (Details) - LTIP | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Volatility | 46% | 49% | 53.46% |
Risk-free interest rate | 0.61% | ||
Dividend yields | 0% | 0% | 0% |
Bottom of range | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Risk-free interest rate | (0.554%) | (0.528%) | |
Top of range | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Risk-free interest rate | (0.416%) | (0.551%) |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted stock units and One-off transaction arrangement for the Chief Executive Officer (Details) $ in Thousands | 12 Months Ended | ||||||
Oct. 26, 2022 USD ($) shares | Dec. 11, 2020 shares tranche optionGrant | Dec. 31, 2022 USD ($) tranche | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 26, 2022 € / shares | Mar. 31, 2021 shares | |
Share based compensation [Line Items] | |||||||
Share-based compensation | $ | $ 6,392 | $ 9,055 | $ 8,405 | ||||
Average foreign exchange rate | 1.0543 | 1.0543 | 1.1860 | 1.1426 | |||
Award vesting period | 3 years | ||||||
Restricted stock units | |||||||
Share based compensation [Line Items] | |||||||
Number of vesting tranches | tranche | 4 | ||||||
Grant date share price (in usd per share) | € / shares | € 0.97 | ||||||
Granted (in shares) | 4,931,000 | ||||||
Share-based compensation | $ | $ 5,000 | $ 474 | $ 0 | $ 0 | |||
Award vesting period | 4 years | ||||||
Restricted stock units | Tranche One | |||||||
Share based compensation [Line Items] | |||||||
Vesting percentage | 0.25 | ||||||
Award vesting period | 12 months | ||||||
Restricted stock units | Tranche Two | |||||||
Share based compensation [Line Items] | |||||||
Vesting percentage | 0.25 | ||||||
Award vesting period | 2 years | ||||||
Restricted stock units | Tranche Three | |||||||
Share based compensation [Line Items] | |||||||
Vesting percentage | 0.25 | ||||||
Award vesting period | 3 years | ||||||
Restricted stock units | Tranche Four | |||||||
Share based compensation [Line Items] | |||||||
Vesting percentage | 0.25 | ||||||
Award vesting period | 4 years | ||||||
LTIP | |||||||
Share based compensation [Line Items] | |||||||
Share-based compensation | $ | $ 3,528 | $ 4,793 | $ 5,304 | ||||
Vesting period after grant date | 3 years | ||||||
Minimum retention period of shares awarded under program | 5 years | ||||||
CEO | LTIP | |||||||
Share based compensation [Line Items] | |||||||
Number of vesting tranches | tranche | 3 | ||||||
Vesting period after grant date | 3 years | ||||||
Number of option grants | optionGrant | 3 | ||||||
Number of awards vested (in shares) | 8,400,000 | 1,400,000 | |||||
Number of annual restricted share grants | optionGrant | 3 | ||||||
Estimated amount of grants as a percentage of base salary (in percentage) | 30% | ||||||
Number of options converted (in shares) | 8,400,000 | ||||||
Number of option conversion grants | optionGrant | 1 | ||||||
Number of shares obtained on option conversion (in shares) | 4,200,000 | ||||||
Number of equal annual tranches | tranche | 3 | ||||||
Minimum retention period of shares awarded under program | 5 years | 5 years | |||||
Number of shares granted on option conversion (in shares) | 4,200,000 |
SHARE-BASED COMPENSATION - Sc_4
SHARE-BASED COMPENSATION - Schedule of number and weighted average exercise prices of share options (Details) | 12 Months Ended | |||
Dec. 31, 2022 shares $ / shares | Dec. 31, 2021 shares $ / shares | Dec. 31, 2020 shares $ / shares | Oct. 26, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Closing foreign exchange rate | 1.0667 | 1.1334 | 1.228 | 1.0667 |
Balance at 31 December (in shares) | 47,596,801 | |||
Option plan | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Balance at 1 January (in shares) | 52,789,478 | 50,106,488 | 40,327,537 | |
Expired (in shares) | 0 | 0 | (3,281) | |
Forfeited (in shares) | (3,660,928) | (946,738) | (411,250) | |
Granted (in shares) | 4,801,938 | 12,081,000 | 15,536,750 | |
Exercised (in shares) | (6,333,687) | (8,451,272) | (5,343,268) | |
Balance at 31 December (in shares) | 47,596,801 | 52,789,478 | 50,106,488 | |
- Vested (in shares) | 8,687,584 | 21,388,237 | 19,675,875 | |
- Unvested (in shares) | 38,909,217 | 31,401,241 | 30,430,613 | |
Weighted average exercise price at 1 January (in usd per share) | $ / shares | $ 0.911 | $ 0.909 | $ 0.696 | |
Weighted average exercise price, expired (in usd per share) | $ / shares | 0 | 0 | 0.361 | |
Weighted average exercise price of share options, forfeited (in usd per share) | $ / shares | 0.847 | 1.046 | 0.640 | |
Weighted average exercise price, granted (in usd per share) | $ / shares | 0.902 | 0.931 | 1.196 | |
Weighted average exercise price, exercised (in usd per share) | $ / shares | 0.599 | 0.520 | 0.544 | |
Weighted average exercise price at 31 December (in usd per share) | $ / shares | 0.897 | 0.911 | 0.909 | |
Weighted average exercise price, vested (in usd per share) | $ / shares | 0.844 | 0.833 | 0.716 | |
Weighted average exercise price, unvested (in usd per share) | $ / shares | $ 0.910 | $ 0.966 | $ 1.034 |
SHARE-BASED COMPENSATION - Exer
SHARE-BASED COMPENSATION - Exercised options in 2022 and Summary of exercise ranges (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) shares $ / shares | Dec. 31, 2021 USD ($) shares $ / shares | Dec. 31, 2020 USD ($) shares $ / shares | Apr. 04, 2023 shares | Dec. 31, 2019 shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Award vesting period | 3 years | ||||
Number of share options outstanding in share-based payment arrangement (in shares) | shares | 47,596,801 | 46,078,610 | |||
Option plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Options exercised / LTIP shares issued (in shares) | shares | 6,333,687 | 8,451,272 | 5,343,268 | ||
Weighted average exercise price, exercised (in usd per share) | $ 0.599 | $ 0.520 | $ 0.544 | ||
Award vesting period | 1 year | ||||
Number of share options outstanding in share-based payment arrangement (in shares) | shares | 47,596,801 | 52,789,478 | 50,106,488 | 40,327,537 | |
Exercise value | $ | $ 42,742 | $ 48,123 | $ 45,531 | ||
0.071 - 0.28 | Option plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of share options outstanding in share-based payment arrangement (in shares) | shares | 0 | 0 | 3,225,000 | ||
Exercise value | $ | $ 0 | $ 0 | $ 828 | ||
0.071 - 0.28 | Option plan | Bottom of range | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Exercise price of outstanding share options | $ 0.071 | ||||
0.071 - 0.28 | Option plan | Top of range | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Exercise price of outstanding share options | $ 0.28 | ||||
0.28 - 0.57 | Option plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of share options outstanding in share-based payment arrangement (in shares) | shares | 0 | 3,482,428 | 6,742,863 | ||
Exercise value | $ | $ 0 | $ 1,322 | $ 2,774 | ||
0.28 - 0.57 | Option plan | Bottom of range | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Exercise price of outstanding share options | $ 0.28 | ||||
0.28 - 0.57 | Option plan | Top of range | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Exercise price of outstanding share options | $ 0.57 | ||||
0.57- 0.85 | Option plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of share options outstanding in share-based payment arrangement (in shares) | shares | 26,796,675 | 12,290,925 | 12,974,375 | ||
Exercise value | $ | $ 21,847 | $ 10,155 | $ 11,615 | ||
0.57- 0.85 | Option plan | Bottom of range | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Exercise price of outstanding share options | $ 0.57 | ||||
0.57- 0.85 | Option plan | Top of range | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Exercise price of outstanding share options | $ 0.85 | ||||
0.85 - 2.83 | Option plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of share options outstanding in share-based payment arrangement (in shares) | shares | 20,800,126 | 37,016,125 | 27,164,250 | ||
Exercise value | $ | $ 20,895 | $ 36,646 | $ 30,314 | ||
0.85 - 2.83 | Option plan | Bottom of range | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Exercise price of outstanding share options | $ 0.85 | ||||
0.85 - 2.83 | Option plan | Top of range | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Exercise price of outstanding share options | $ 2.83 |
SHARE-BASED COMPENSATION - Gran
SHARE-BASED COMPENSATION - Granted options to employees and Restricted stock units (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Oct. 26, 2022 USD ($) shares $ / shares | Oct. 26, 2022 € / shares | Dec. 31, 2022 USD ($) shares $ / shares | Dec. 31, 2021 USD ($) shares $ / shares | Dec. 31, 2020 USD ($) shares $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Closing foreign exchange rate | 1.0667 | 1.0667 | 1.0667 | 1.1334 | 1.228 |
Share-based compensation | $ | $ 6,392 | $ 9,055 | $ 8,405 | ||
Average foreign exchange rate | 1.0543 | 1.0543 | 1.1860 | 1.1426 | |
Option plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | shares | 4,801,938 | 12,081,000 | 15,536,750 | ||
Weighted average exercise price (in usd per share) | $ 0.902 | $ 0.931 | $ 1.196 | ||
Option plan | Employee | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | shares | 4,801,938 | 12,081,000 | |||
Weighted average exercise price (in usd per share) | $ 0.902 | $ 0.931 | |||
Option plan | Bottom of range | Employee | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Fair values for options (in usd per share) | 0.092 | 0.891 | |||
Option plan | Top of range | Employee | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Fair values for options (in usd per share) | $ 0.489 | $ 1.292 | |||
Restricted stock units | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | shares | 4,931,000 | ||||
Fair values for options (in usd per share) | (per share) | $ 1.035 | € 0.97 | |||
Share-based compensation | $ | $ 5,000 | $ 474 | $ 0 | $ 0 |
SHARE-BASED COMPENSATION - Sc_5
SHARE-BASED COMPENSATION - Schedule of number of shares granted and fair value, long term incentive plan (Details) | 12 Months Ended | 48 Months Ended | ||||
Dec. 31, 2022 shares $ / shares | Dec. 31, 2021 shares $ / shares | Dec. 31, 2020 shares $ / shares | Dec. 31, 2019 shares $ / shares | Dec. 31, 2022 shares | Oct. 26, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Closing foreign exchange rate | 1.0667 | 1.1334 | 1.228 | 1.0667 | 1.0667 | |
LTIP | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Granted (in shares) | 8,179,538 | 8,451,788 | 1,035,000 | 2,562,857 | 20,229,183 | |
Fair value per share award (in usd per share) | $ / shares | $ 0.517 | $ 0.887 | $ 0.923 | $ 0.387 | ||
LTIP | Non Executive members of the Board of Directors | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Granted (in shares) | 0 | 0 | 0 | 205,000 | 205,000 | |
LTIP | Executive Members of the Board of Directors | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Granted (in shares) | 2,363,455 | 1,337,888 | 0 | 201,050 | 3,902,393 | |
LTIP | Executive Committee | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Granted (in shares) | 5,816,083 | 6,301,400 | 105,000 | 326,807 | 12,549,290 | |
LTIP | Senior managers | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Granted (in shares) | 0 | 812,500 | 930,000 | 1,830,000 | 3,572,500 |
SHARE-BASED COMPENSATION -Sched
SHARE-BASED COMPENSATION -Schedule of shares granted, forfeited, issued and reserved, long term incentive plan (Details) - LTIP - shares | 12 Months Ended | 48 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 8,179,538 | 8,451,788 | 1,035,000 | 2,562,857 | 20,229,183 |
Forfeited (in shares) | (659,856) | ||||
Not vested (in shares) | (5,687,866) | ||||
Reserved at 31 December 2022 (in shares) | 13,881,461 | 13,881,461 | |||
Non Executive members of the Board of Directors | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 0 | 0 | 0 | 205,000 | 205,000 |
Forfeited (in shares) | (18,000) | ||||
Not vested (in shares) | (187,000) | ||||
Reserved at 31 December 2022 (in shares) | 0 | 0 | |||
Executive Members of the Board of Directors | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 2,363,455 | 1,337,888 | 0 | 201,050 | 3,902,393 |
Forfeited (in shares) | (20,306) | ||||
Not vested (in shares) | (180,744) | ||||
Reserved at 31 December 2022 (in shares) | 3,701,343 | 3,701,343 | |||
Executive Committee | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 5,816,083 | 6,301,400 | 105,000 | 326,807 | 12,549,290 |
Forfeited (in shares) | (440,934) | ||||
Not vested (in shares) | (3,260,738) | ||||
Reserved at 31 December 2022 (in shares) | 8,847,618 | 8,847,618 | |||
Senior managers | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 0 | 812,500 | 930,000 | 1,830,000 | 3,572,500 |
Forfeited (in shares) | (180,616) | ||||
Not vested (in shares) | (2,059,384) | ||||
Reserved at 31 December 2022 (in shares) | 1,332,500 | 1,332,500 |
SHARE-BASED COMPENSATION - Tran
SHARE-BASED COMPENSATION - Transition arrangement for the CEO (Details) - LTIP | 12 Months Ended | |||
Dec. 11, 2020 shares tranche | Dec. 31, 2022 | Dec. 31, 2023 shares | Mar. 31, 2021 shares | |
Share based compensation [Line Items] | ||||
Vesting period after grant date | 3 years | |||
Minimum retention period of shares awarded under program | 5 years | |||
CEO | ||||
Share based compensation [Line Items] | ||||
Number of shares granted on option conversion (in shares) | 4,200,000 | |||
Number of equal annual tranches | tranche | 3 | |||
Vesting period after grant date | 3 years | |||
Number of awards vested (in shares) | 8,400,000 | 1,400,000 | ||
Achievement | ||||
Weighting | 100% | |||
Vesting level | 100% | |||
Minimum retention period of shares awarded under program | 5 years | 5 years | ||
CEO | Forecast | ||||
Share based compensation [Line Items] | ||||
Number of awards vested (in shares) | 1,400,000 | |||
CEO | TSR | ||||
Share based compensation [Line Items] | ||||
Achievement | 115% | |||
Weighting | 40% | |||
Vesting level | 46% | |||
CEO | Strategic Objectives | ||||
Share based compensation [Line Items] | ||||
Achievement | 90% | |||
Weighting | 60% | |||
Vesting level | 54% |
BOARD OF DIRECTORS - Narrative
BOARD OF DIRECTORS - Narrative (Details) | 12 Months Ended | ||
Dec. 11, 2020 tranche shares | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | |
Share based compensation [Line Items] | |||
Key management personnel compensation, additional compensation, amount per day | € 1,000 | $ 1,054 | |
CEO | LTIP | |||
Share based compensation [Line Items] | |||
Number of shares obtained on option conversion (in shares) | shares | 4,200,000 | ||
Number of vesting tranches | tranche | 3 |
BOARD OF DIRECTORS - Schedule o
BOARD OF DIRECTORS - Schedule of Board annual compensation (Details) | 12 Months Ended | |
Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | |
Director Renumeration [Line Items] | ||
Share valuation, volume weighted average price, term | 20 days | 20 days |
Chair of the Board of Directors | ||
Director Renumeration [Line Items] | ||
Base salary | € 65,000 | $ 68,530 |
Share-based compensation | 40,000 | 42,172 |
Non-Executive Director | ||
Director Renumeration [Line Items] | ||
Base salary | 45,000 | 47,444 |
Share-based compensation | 30,000 | 31,629 |
Chair Audit Committee | ||
Director Renumeration [Line Items] | ||
Base salary | 9,000 | 9,489 |
Member Audit Committee | ||
Director Renumeration [Line Items] | ||
Base salary | 3,000 | 3,163 |
Chair Remuneration Committee | ||
Director Renumeration [Line Items] | ||
Base salary | 6,000 | 6,326 |
Member Remuneration Committee | ||
Director Renumeration [Line Items] | ||
Base salary | 3,000 | 3,163 |
Chair Governance Committee | ||
Director Renumeration [Line Items] | ||
Base salary | 6,000 | 6,326 |
Member Governance Committee | ||
Director Renumeration [Line Items] | ||
Base salary | € 3,000 | $ 3,163 |
BOARD OF DIRECTORS - Non-Execut
BOARD OF DIRECTORS - Non-Executive members of the Board of Directors and / or of former members of the Supervisory Board of Directors (Details) - Non-Executive Director - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Director Renumeration [Line Items] | |||
Cash | $ 399 | $ 446 | $ 390 |
Share-Based Payment | 234 | 288 | 286 |
Total | 633 | 734 | 676 |
Mr. Paul Sekhri | |||
Director Renumeration [Line Items] | |||
Cash | 72 | 77 | 74 |
Share-Based Payment | 42 | 55 | 59 |
Total | 114 | 132 | 133 |
Mr. Barrie Ward | |||
Director Renumeration [Line Items] | |||
Cash | 0 | 23 | 62 |
Share-Based Payment | 0 | 20 | 46 |
Total | 0 | 43 | 108 |
Mr. Jan Hendrik Egberts | |||
Director Renumeration [Line Items] | |||
Cash | 0 | 0 | 0 |
Share-Based Payment | 0 | 0 | 5 |
Total | 0 | 0 | 5 |
Mr. Juergen Ernst | |||
Director Renumeration [Line Items] | |||
Cash | 0 | 0 | 57 |
Share-Based Payment | 0 | 6 | 42 |
Total | 0 | 6 | 99 |
Mr. Aad de Winter | |||
Director Renumeration [Line Items] | |||
Cash | 0 | 26 | 65 |
Share-Based Payment | 0 | 21 | 46 |
Total | 0 | 47 | 111 |
Ms. Deborah Jorn | |||
Director Renumeration [Line Items] | |||
Cash | 55 | 64 | 62 |
Share-Based Payment | 32 | 42 | 40 |
Total | 87 | 106 | 102 |
Ms. Barbara Yanni | |||
Director Renumeration [Line Items] | |||
Cash | 53 | 60 | 35 |
Share-Based Payment | 32 | 36 | 24 |
Total | 85 | 96 | 59 |
Dr. Mark Pykett | |||
Director Renumeration [Line Items] | |||
Cash | 50 | 57 | 35 |
Share-Based Payment | 32 | 36 | 24 |
Total | 82 | 93 | 59 |
Ms. Jabine van der Meijs | |||
Director Renumeration [Line Items] | |||
Cash | 57 | 47 | 0 |
Share-Based Payment | 32 | 24 | 0 |
Total | 89 | 71 | 0 |
Mr. Leonard Kruimer | |||
Director Renumeration [Line Items] | |||
Cash | 57 | 47 | 0 |
Share-Based Payment | 32 | 24 | 0 |
Total | 89 | 71 | 0 |
Mr. Steven Baert | |||
Director Renumeration [Line Items] | |||
Cash | 55 | 45 | 0 |
Share-Based Payment | 32 | 24 | 0 |
Total | $ 87 | $ 69 | $ 0 |
BOARD OF DIRECTORS - Shares hel
BOARD OF DIRECTORS - Shares held (Details) - Key Management Personnel of Entity or Parent | Dec. 31, 2022 shares |
Ordinary shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 926,236 |
Certificates of shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 0 |
Mr. Paul Sekhri | Ordinary shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 486,037 |
Mr. Paul Sekhri | Certificates of shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 0 |
Ms. Deborah Jorn | Ordinary shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 98,778 |
Ms. Deborah Jorn | Certificates of shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 0 |
Ms. Barbara Yanni | Ordinary shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 83,187 |
Ms. Barbara Yanni | Certificates of shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 0 |
Dr. Mark Pykett | Ordinary shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 83,187 |
Dr. Mark Pykett | Certificates of shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 0 |
Ms. Jabine van der Meijs | Ordinary shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 58,349 |
Ms. Jabine van der Meijs | Certificates of shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 0 |
Mr. Leonard Kruimer | Ordinary shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 58,349 |
Mr. Leonard Kruimer | Certificates of shares | |
Shares Held [Line Items] | |
Shares held (in shares) | |
Mr. Steven Baert | Ordinary shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 58,349 |
Mr. Steven Baert | Certificates of shares | |
Shares Held [Line Items] | |
Shares held (in shares) | 0 |
BOARD OF DIRECTORS - Directors
BOARD OF DIRECTORS - Directors Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Mr Sijmen de Vries, CEO and Executive Director | |||
Director Renumeration [Line Items] | |||
Fixed remuneration | $ 636 | $ 681 | $ 614 |
Short-term variable: annual bonus | 394 | 357 | 431 |
Share-based payments | 1,221 | 1,594 | 1,739 |
Post-employment benefits | 112 | 120 | 107 |
Other | 34 | 38 | 37 |
Total | 2,396 | 2,790 | 2,927 |
Mr Sijmen de Vries, CEO and Executive Director | 2021 as previously reported | |||
Director Renumeration [Line Items] | |||
Share-based payments | 1,300 | ||
Mr Bruno Giannetti | |||
Director Renumeration [Line Items] | |||
Fixed remuneration | 0 | 0 | 402 |
Short-term variable: annual bonus | 0 | 0 | 201 |
Share-based payments | 0 | 0 | 708 |
Post-employment benefits | 0 | 0 | 85 |
Other | 0 | 0 | 27 |
Total | 0 | 0 | 1,424 |
Mr Robin Wright | |||
Director Renumeration [Line Items] | |||
Fixed remuneration | 0 | 0 | 155 |
Short-term variable: annual bonus | 0 | 0 | 14 |
Share-based payments | 0 | 0 | 107 |
Post-employment benefits | 0 | 0 | 15 |
Other | 0 | 0 | 350 |
Total | $ 0 | $ 0 | $ 641 |
BOARD OF DIRECTORS - Schedule_2
BOARD OF DIRECTORS - Schedule of movements of options held by the former board of management (Details) | 12 Months Ended |
Dec. 31, 2022 shares $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Balance at 31 December (in shares) | 47,596,801 |
Expiration Date | Dr. Sijmen de Vries | Board of Management share option plan | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Balance at 1 January (in shares) | 2,800,000 |
Granted 2022 (in shares) | 0 |
Exercised in 2022 (in shares) | 0 |
Forfeited/Expired in 2022 (in shares) | 0 |
Balance at 31 December (in shares) | 2,800,000 |
Exercise price (in usd per share) | $ / shares | $ 0.859 |
BOARD OF DIRECTORS - Schedule_3
BOARD OF DIRECTORS - Schedule of shares held by former members of the board of management (Details) | Dec. 31, 2022 shares |
Dr. Sijmen de Vries | Board of Management | |
Shares Held [Line Items] | |
Shares held (in shares) | 7,434,383 |
BOARD OF DIRECTORS - Schedule_4
BOARD OF DIRECTORS - Schedule of long term incentive plan of former members of the board of management (Details) | 12 Months Ended | 48 Months Ended | ||||
Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | Dec. 31, 2022 shares | Apr. 04, 2023 shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Reserved (in shares) | 93,406,531 | 93,406,531 | 90,326,043 | |||
LTIP | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Granted (in shares) | 8,179,538 | 8,451,788 | 1,035,000 | 2,562,857 | 20,229,183 | |
Forfeited (in shares) | (659,856) | |||||
Not vested (in shares) | (5,687,866) | |||||
Dr. Sijmen de Vries | Board of Management | LTIP | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Granted (in shares) | 2,363,455 | 1,337,888 | 0 | 201,050 | ||
Settled (in shares) | 0 | 0 | 0 | (20,306) | ||
Forfeited (in shares) | 0 | 0 | 0 | 0 | ||
Not vested (in shares) | 0 | 0 | 0 | (180,744) | ||
Reserved (in shares) | 2,363,455 | 1,337,888 | 0 | 0 | 2,363,455 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of related party transactions (Details) - Key Management Personnel of Entity or Parent - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of transactions between related parties [line items] | |||
Salaries and other short-term employee benefits | $ 1,463 | $ 1,522 | $ 2,695 |
Post-employment benefits | 112 | 120 | 207 |
Share-based compensation | 1,455 | 1,882 | 2,841 |
Total | $ 3,030 | $ 3,524 | $ 5,743 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Line Items] | ||
Amounts payable, related party transactions | $ 0 | $ 100,000 |
BioConnection Investment B.V. | ||
RELATED PARTY TRANSACTIONS [Line Items] | ||
Related party transactions | 3,000,000 | 3,500,000 |
Service fee receivable | $ 500,000 | |
Service fee payable | $ 100,000 |
OTHER FINANCIAL LIABILITIES - S
OTHER FINANCIAL LIABILITIES - Schedule of other financial liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Non-current | ||
Total non-current | $ 0 | $ 165 |
Total | 0 | 165 |
Financial guarantee contracts | ||
Non-current | ||
Total non-current | $ 0 | $ 165 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 24, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments [Line Items] | |||
Contractual capital commitments | $ 73.8 | $ 97.3 | |
Novartis | |||
Commitments [Line Items] | |||
Contractual capital commitments | $ 180 | ||
Maximum milestone payment amount | 20 | ||
Net sales threshold limit to reach capital commitments | 500 | ||
First milestone payment amount | 5 | ||
First net sales milestone amount | $ 50 | ||
Royalty fees over net sales (percentage) | 18% | ||
Royalty fees, amount of net sales to be exceeded | $ 300 | ||
Royalty fees, payment term | 10 years | ||
Minimum royalty liability, percentage | 12% | ||
Minimum royalty liability applicable sales limit | $ 150 | ||
Percentage of average sale price of transaction required to purchase fda priority review voucher | 20% | ||
Right to purchase voucher term | 3 years | ||
Within one year | |||
Commitments [Line Items] | |||
Contractual capital commitments | $ 20.8 | ||
2024 and after | |||
Commitments [Line Items] | |||
Contractual capital commitments | $ 53 |
FINANCIAL RISK MANAGEMENT - Nar
FINANCIAL RISK MANAGEMENT - Narrative (Details) $ in Thousands, € in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Oct. 26, 2022 | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | |
Financial Risk Management [Line Items] | |||||
Cash and cash equivalents, including restricted cash | $ 208,654 | $ 192,963 | |||
Closing foreign exchange rate | 1.0667 | 1.0667 | 1.0667 | 1.1334 | 1.228 |
Trade and other payables | $ 54,465 | $ 42,473 | |||
Impact of ten percent strengthening of foreign currency against the euro | 5,800 | ||||
Impact of ten percent weakening of foreign currency against the euro | 5,800 | ||||
Trade and other receivables | 27,619 | 29,983 | |||
Financial Assets at Fair Value Through Profit or Loss | Cash and cash equivalents, including restricted cash | |||||
Financial Risk Management [Line Items] | |||||
Carrying value | $ 208,654 | $ 192,963 | |||
Convertible Bond | Gross debt - fixed interest rates | |||||
Financial Risk Management [Line Items] | |||||
Interest rate on bonds | 3% | 3% | |||
Euro | |||||
Financial Risk Management [Line Items] | |||||
Cash | $ 150,300 | € 140.9 | |||
Other assets and trade and other payables | 82,100 | 77 | |||
Trade and other payables | 23,800 | € 22.3 | |||
Balances denominated in foreign currency | 58,300 | ||||
US Dollars | |||||
Financial Risk Management [Line Items] | |||||
Cash | $ 58,400 |
FINANCIAL RISK MANAGEMENT - Sch
FINANCIAL RISK MANAGEMENT - Schedule of maturity profile of financial liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Risk Management [Line Items] | ||
Trade and other payables | $ 54,465 | $ 42,473 |
Other financial liabilities | 0 | 165 |
Lease Liabilities | 40,691 | 23,496 |
Convertible Bonds | 143,338 | 156,550 |
Total | 238,494 | $ 222,684 |
2023 | ||
Financial Risk Management [Line Items] | ||
Trade and other payables | 54,465 | |
Other financial liabilities | 0 | |
Lease Liabilities | 4,644 | |
Convertible Bonds | 4,000 | |
Total | 63,109 | |
2024 | ||
Financial Risk Management [Line Items] | ||
Trade and other payables | 0 | |
Other financial liabilities | 0 | |
Lease Liabilities | 4,397 | |
Convertible Bonds | 4,000 | |
Total | 8,397 | |
2025 | ||
Financial Risk Management [Line Items] | ||
Trade and other payables | 0 | |
Other financial liabilities | 0 | |
Lease Liabilities | 3,583 | |
Convertible Bonds | 135,338 | |
Total | 138,921 | |
2026 | ||
Financial Risk Management [Line Items] | ||
Trade and other payables | 0 | |
Other financial liabilities | 0 | |
Lease Liabilities | 3,583 | |
Convertible Bonds | 0 | |
Total | 3,583 | |
2027 and onwards | ||
Financial Risk Management [Line Items] | ||
Trade and other payables | 0 | |
Other financial liabilities | 0 | |
Lease Liabilities | 24,484 | |
Convertible Bonds | 0 | |
Total | $ 24,484 |
FINANCIAL RISK MANAGEMENT - S_2
FINANCIAL RISK MANAGEMENT - Schedule of fair value assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of financial assets [line items] | ||
Assets | $ 425,797 | $ 397,315 |
Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 7,230 | 1,449 |
Level 1 | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 403 | 1,449 |
Level 3 | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 6,827 | 0 |
Investments in equity instruments designated as at FVTOCI | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 403 | 1,449 |
Investments in equity instruments designated as at FVTOCI | Level 1 | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 403 | 1,449 |
Investments in equity instruments designated as at FVTOCI | Level 3 | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 0 | 0 |
Investments in debt instruments designated as at FVTPL | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 6,827 | 0 |
Investments in debt instruments designated as at FVTPL | Level 1 | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 0 | 0 |
Investments in debt instruments designated as at FVTPL | Level 3 | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | $ 6,827 | $ 0 |
FINANCIAL RISK MANAGEMENT - S_3
FINANCIAL RISK MANAGEMENT - Schedule of fair value on revaluation derivatives (Details) - Recurring Fair Value Measurement - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Risk Management [Line Items] | ||
Liabilities | $ 0 | $ 165 |
Other financial liabilities | ||
Financial Risk Management [Line Items] | ||
Liabilities | 0 | 165 |
Level 3 | ||
Financial Risk Management [Line Items] | ||
Liabilities | 0 | 165 |
Level 3 | Other financial liabilities | ||
Financial Risk Management [Line Items] | ||
Liabilities | $ 0 | $ 165 |
FINANCIAL RISK MANAGEMENT - S_4
FINANCIAL RISK MANAGEMENT - Schedule of financial assets at carrying value and fair value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Convertible Bond | Financial Liabilities at Fair Value | ||
Disclosure of financial liabilities [line items] | ||
Carrying value | $ 133,386 | $ 140,886 |
Fair value | 133,386 | 140,886 |
Lease Liabilities | Financial Liabilities at Fair Value | ||
Disclosure of financial liabilities [line items] | ||
Carrying value | 33,308 | 20,875 |
Fair value | 33,308 | 20,875 |
Other financial liabilities | Financial Liabilities at Fair Value | ||
Disclosure of financial liabilities [line items] | ||
Carrying value | 0 | 165 |
Fair value | 0 | 165 |
Trade and other payables | Financial Liabilities at Fair Value | ||
Disclosure of financial liabilities [line items] | ||
Carrying value | 54,465 | 42,473 |
Fair value | 54,465 | 42,473 |
Financial Assets at Fair Value Through Profit or Loss | Cash and cash equivalents, including restricted cash | ||
Disclosure of financial assets [line items] | ||
Carrying value | 208,654 | 192,963 |
Fair value | 208,654 | 192,963 |
Financial Assets at Fair Value Through Profit or Loss | Trade and other receivables | ||
Disclosure of financial assets [line items] | ||
Carrying value | 27,619 | 29,983 |
Fair value | $ 27,619 | $ 29,983 |
FINANCIAL RISK MANAGEMENT - S_5
FINANCIAL RISK MANAGEMENT - Schedule of maturity analysis for non-derivative financial liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Risk Management [Line Items] | ||
Cash and cash equivalents | $ 208,654 | $ 192,963 |
Net debt | 75,268 | 52,077 |
Gross debt - fixed interest rates | ||
Financial Risk Management [Line Items] | ||
Gross debt - fixed interest rates | (133,386) | (140,886) |
Convertible bond - repayable within one year | Convertible Bond | ||
Financial Risk Management [Line Items] | ||
Gross debt - fixed interest rates | (1,768) | (1,879) |
Convertible bond - repayable after one year | Convertible Bond | ||
Financial Risk Management [Line Items] | ||
Gross debt - fixed interest rates | $ (131,618) | $ (139,007) |
FINANCIAL RISK MANAGEMENT - S_6
FINANCIAL RISK MANAGEMENT - Schedule of financial assets and liabilities at carrying and fair value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Liabilities arising from financing activities at the beginning of period | $ 161,926 | |
Changes in liabilities arising from financing activities [abstract] | ||
Cashflows | (7,263) | |
Acquisition | 16,083 | |
Interest Expense Accrued | 4,670 | |
Amortized costs | 784 | |
Fair Value Changes | 0 | |
Other | (9,506) | |
Liabilities arising from financing at the end of the period | 166,694 | $ 161,926 |
Convertible Bond | ||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Liabilities arising from financing activities at the beginning of period | 140,886 | |
Changes in liabilities arising from financing activities [abstract] | ||
Cashflows | (3,952) | |
Acquisition | 0 | |
Interest Expense Accrued | 3,952 | |
Amortized costs | 784 | |
Fair Value Changes | 0 | |
Other | (8,284) | |
Liabilities arising from financing at the end of the period | 133,386 | 140,886 |
Other financial liabilities | ||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Liabilities arising from financing activities at the beginning of period | 165 | |
Changes in liabilities arising from financing activities [abstract] | ||
Cashflows | 0 | |
Acquisition | (165) | |
Interest Expense Accrued | 0 | |
Amortized costs | 0 | |
Fair Value Changes | 0 | |
Other | 0 | |
Liabilities arising from financing at the end of the period | 0 | 165 |
Lease Liabilities | ||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Liabilities arising from financing activities at the beginning of period | 20,875 | |
Changes in liabilities arising from financing activities [abstract] | ||
Cashflows | (3,311) | (3,217) |
Acquisition | 16,248 | |
Interest Expense Accrued | 718 | 680 |
Amortized costs | 0 | |
Fair Value Changes | 0 | |
Other | (1,222) | |
Liabilities arising from financing at the end of the period | $ 33,308 | $ 20,875 |
EARNINGS PER SHARE AND FULLY-_3
EARNINGS PER SHARE AND FULLY-DILUTED SHARES - Schedule of basic and diluted profit (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Earnings Per Share [Abstract] | |||
Profit (loss) | $ 13,674 | $ 15,996 | $ 37,746 |
Weighted average shares outstanding (in shares) | 648,676,119 | 642,007,692 | 636,268,929 |
Basic profit per share (in usd per share) | $ 0.021 | $ 0.025 | $ 0.058 |
Weighted average diluted shares outstanding (in shares) | 707,141,263 | 701,151,525 | 682,737,280 |
Diluted profit per share (in usd per share) | $ 0.019 | $ 0.023 | $ 0.055 |
EARNINGS PER SHARE AND FULLY-_4
EARNINGS PER SHARE AND FULLY-DILUTED SHARES - Narrative (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 04, 2023 | |
Disclosure Of Earnings Per Share [Abstract] | ||||
Diluted earnings per share (in usd per share) | $ 0.019 | $ 0.023 | $ 0.055 | |
Convertible bonds (in shares) | 62,412,622 | 62,412,622 |
EARNINGS PER SHARE AND FULLY-_5
EARNINGS PER SHARE AND FULLY-DILUTED SHARES - Schedule of movements of shares and other instruments (Details) - shares | 3 Months Ended | ||
Apr. 04, 2022 | Apr. 04, 2023 | Dec. 31, 2022 | |
Earnings per share [line items] | |||
Share ( in shares) | 658,672,343 | 656,348,225 | |
RSU (in shares) | 4,931,000 | 4,931,000 | |
Options (in shares) | 46,078,610 | 47,596,801 | |
Convertible bonds (in shares) | 62,412,622 | 62,412,622 | |
Issued (in shares) | 789,673,957 | 786,593,469 | |
Available for issue (in shares) | 90,326,043 | 93,406,531 | |
Authorized share capital (in shares) | 880,000,000 | 880,000,000 | |
Shares issued | |||
Shares (in shares) | 2,324,118 | ||
RSU (in shares) | 0 | ||
Options (in shares) | (756,191) | ||
Convertible bonds (in shares) | 0 | ||
Issued (in shares) | 51,495 | ||
Available for issue (in shares) | (51,495) | ||
Authorized share capital (in shares) | 0 | ||
Shares reserved | |||
Shares (in shares) | 0 | ||
RSU (in shares) | 0 | ||
Options (in shares) | (762,000) | ||
Convertible bonds (in shares) | 0 | ||
Issued (in shares) | 3,028,993 | ||
Available for issue (in shares) | (3,028,993) | ||
Authorized share capital (in shares) | 0 | ||
LTIP | |||
Earnings per share [line items] | |||
LTIP (in shares) | 17,579,382 | 15,304,821 | |
Shares issued | |||
LTIP (in shares) | (1,516,432) | ||
Shares reserved | |||
LTIP (in shares) | 3,790,993 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) € / shares in Units, € in Millions, $ in Millions | Apr. 04, 2023 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 EUR (€) € / shares shares | Oct. 26, 2022 | Dec. 31, 2021 EUR (€) shares | Dec. 31, 2020 |
Disclosure Of Share Capital, Reserves And Other Equity Interest [Abstract] | ||||||
Authorized share capital | $ 9.4 | € 8.8 | € 6.6 | |||
Closing foreign exchange rate | 1.0667 | 1.0667 | 1.0667 | 1.1334 | 1.228 | |
Number of shares authorised (in shares) | 880,000,000 | 880,000,000 | 880,000,000 | |||
Par value per share (in euro per share) | € / shares | € 0.01 | |||||
Number of shares outstanding (in shares) | 656,348,225 | 656,348,225 | 648,749,282 |
SHAREHOLDERS' EQUITY - Legal Re
SHAREHOLDERS' EQUITY - Legal Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of classes of share capital [line items] | ||
Legal reserves, beginning balance | $ 3,400 | $ 24,614 |
Movements in the year | (12,137) | (21,214) |
Legal reserves, ending balance | (8,737) | 3,400 |
Legal Reserve Currency translation reserve (CTA) | ||
Disclosure of classes of share capital [line items] | ||
Legal reserves, beginning balance | 3,965 | 19,037 |
Movements in the year | (10,349) | (15,072) |
Legal reserves, ending balance | (6,384) | 3,965 |
Legal Reserve Capitalized development cost | ||
Disclosure of classes of share capital [line items] | ||
Legal reserves, beginning balance | 402 | 4,955 |
Movements in the year | 0 | (4,553) |
Legal reserves, ending balance | 402 | 402 |
Legal Reserve participating interest | ||
Disclosure of classes of share capital [line items] | ||
Legal reserves, beginning balance | 1,316 | 622 |
Movements in the year | (1,083) | 694 |
Legal reserves, ending balance | 233 | 1,316 |
Reserve Fair value revaluation | ||
Disclosure of classes of share capital [line items] | ||
Legal reserves, beginning balance | (2,283) | 0 |
Movements in the year | (705) | (2,283) |
Legal reserves, ending balance | $ (2,988) | $ (2,283) |