Cover
Cover | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2023 |
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 | 671,073,243 |
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 Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Central Index Key | 0001828316 |
Document Fiscal Year Focus | 2023 |
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, 2023 | |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Profit or loss [abstract] | |||
Revenues | $ 245,316 | $ 205,622 | $ 198,871 |
Costs of sales | (25,212) | (17,562) | (21,142) |
Gross profit | 220,104 | 188,060 | 177,729 |
Other income | 23,349 | 14,523 | 2,620 |
Research and development | (68,914) | (52,531) | (70,369) |
General and administrative | (55,877) | (46,016) | (36,974) |
Marketing and sales | (124,049) | (85,803) | (59,445) |
Other Operating Costs | (248,840) | (184,350) | (166,788) |
Operating profit / (loss) | (5,387) | 18,233 | 13,561 |
Fair value gain (loss) on revaluation | (930) | (1,185) | 114 |
Other finance income | 3,663 | 4,485 | 14,894 |
Other finance expenses | (9,069) | (5,463) | (6,185) |
Finance result, net | (6,336) | (2,163) | 8,823 |
Share of net profits (loss) in associates using the equity method | (289) | (1,083) | 694 |
(Loss) / Profit before tax | (12,012) | 14,987 | 23,078 |
Income tax expense | 1,464 | (1,313) | (7,082) |
(Loss) / Profit for the year | $ (10,548) | $ 13,674 | $ 15,996 |
Basic (loss) / earnings per share (in usd per share) | $ (0.016) | $ 0.021 | $ 0.025 |
Diluted (loss) / earnings per share (in usd per share) | $ (0.016) | $ 0.019 | $ 0.023 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Profit or loss [abstract] | |||
Profit for the year | $ (10,548) | $ 13,674 | $ 15,996 |
Currency translation differences | 5,936 | (10,349) | (14,802) |
Items that may be subsequently reclassified to profit or loss | 5,936 | (10,349) | (14,802) |
Fair value remeasurement investments | 1,167 | (705) | (2,283) |
Items that shall not be subsequently reclassified to profit or loss | 1,167 | (705) | (2,283) |
Other comprehensive income (loss), net of tax | 7,103 | (11,054) | (17,085) |
Total comprehensive income (loss) for the year | $ (3,445) | $ 2,620 | $ (1,089) |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Non-current assets | ||
Intangible assets | $ 71,267 | $ 75,121 |
Property, plant and equipment | 9,689 | 10,392 |
Right-of-use assets | 23,777 | 28,753 |
Long-term prepayments | 92 | 228 |
Deferred tax assets | 29,761 | 22,973 |
Investment accounted for using the equity method | 2,285 | 2,501 |
Investment in equity instruments designated as at FVTOCI | 2,020 | 403 |
Investment in debt instruments designated as at FVTPL | 6,093 | 6,827 |
Restricted cash | 1,528 | 1,099 |
Total non-current assets | 146,512 | 148,297 |
Current assets | ||
Inventories | 56,760 | 42,326 |
Trade and other receivables | 46,158 | 27,619 |
Restricted cash | 0 | 213 |
Marketable securities | 151,683 | 0 |
Cash and cash equivalents | 61,741 | 207,342 |
Total current assets | 316,342 | 277,500 |
Total assets | 462,854 | 425,797 |
Equity | ||
Share capital | 7,669 | 7,509 |
Share premium | 478,431 | 462,297 |
Other reserves | (2,057) | (8,737) |
Accumulated deficit | (265,262) | (256,431) |
Shareholders’ equity | 218,781 | 204,638 |
Non-current liabilities | ||
Convertible bonds | 136,598 | 131,618 |
Lease liabilities | 29,507 | 29,843 |
Total non-current liabilities | 166,105 | 161,461 |
Current liabilities | ||
Convertible bonds | 1,824 | 1,768 |
Trade and other payables | 72,528 | 54,465 |
Lease liabilities | 3,616 | 3,465 |
Total current liabilities | 77,968 | 59,698 |
Total equity and liabilities | $ 462,854 | $ 425,797 |
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, 2020 | $ 183,435 | $ 7,312 | $ 447,130 | $ 24,614 | $ (295,621) |
Profit (loss) 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 and Other 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 | |||
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 (loss) 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 and Other 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 | |||
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) |
Profit (loss) for the year | (10,548) | (10,548) | |||
Other comprehensive income (loss) for the year | 7,103 | 7,103 | |||
Total comprehensive income (loss) for the year | (3,445) | 7,103 | (10,548) | ||
Legal and Other reserves | 0 | (423) | 423 | ||
Income tax benefit from excess tax deductions related to share-based payments | 204 | 204 | |||
Share-based compensation | 9,251 | 9,251 | |||
Options exercised / LTIP shares issued | 8,133 | 160 | 16,134 | (8,161) | |
Total transactions with owners, recognized directly in equity | 17,588 | 160 | 16,134 | (423) | 1,717 |
Equity at ending of period at Dec. 31, 2023 | $ 218,781 | $ 7,669 | $ 478,431 | $ (2,057) | $ (265,262) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of cash flows [abstract] | |||
Profit (loss) before tax | $ (12,012) | $ 14,987 | $ 23,078 |
Adjustments to reconcile net profit (loss) to net cash used in operating activities: | |||
Depreciation, amortization, impairment of non-current assets | 15,925 | 13,188 | 19,610 |
Equity settled share based payments | 9,251 | 6,392 | 9,056 |
Gain on disposal of investment in associate | 0 | (12,242) | 0 |
Fair value gain (loss) on revaluation | 930 | 1,185 | (114) |
Gain on disposal from PRV sale | (21,279) | 0 | 0 |
Other finance income | (3,663) | (4,485) | (14,906) |
Other finance expenses | 9,069 | 5,463 | 6,196 |
Share of net profits in associates using the equity method | 289 | 1,083 | (694) |
Other | (1,079) | (1,576) | 524 |
Operating cash flows before changes in working capital | (2,569) | 23,995 | 42,750 |
Changes in working capital: | |||
Inventories | (14,434) | (15,016) | (6,153) |
Trade and other receivables | (18,539) | 2,364 | 5,918 |
Payables and other current liabilities | 16,228 | 11,992 | (5,193) |
Restricted cash | (216) | 273 | 467 |
Total changes in working capital | (16,961) | (387) | (4,961) |
Interest received | 2,883 | 85 | 53 |
Income taxes received (paid) | (655) | (1,235) | 0 |
Net cash flows generated from (used in) operating activities | (17,302) | 22,458 | 37,842 |
Capital expenditure for property, plant and equipment | (1,437) | (1,376) | (10,739) |
Proceeds from PRV sale | 21,279 | 0 | 0 |
Investment intangible assets | (27) | (601) | (3,447) |
Proceed from sale of Investment associate | 0 | 7,300 | 0 |
Investment in equity instruments designated as at FVTOCI | 0 | 0 | (4,589) |
Acquisition of license | 0 | 0 | (2,530) |
Purchases of marketable securities | (382,014) | 0 | 0 |
Proceeds from sale of marketable securities | 232,811 | 0 | 0 |
Net cash flows generated from (used in) investing activities | (129,388) | 5,323 | (21,305) |
Payment on contingent consideration | 0 | 0 | (25,000) |
Payment of lease liabilities | (5,126) | (3,311) | (3,217) |
Interests on loans and leases | (4,046) | (3,952) | (4,448) |
Settlement of share based compensation awards | 8,133 | 2,281 | 4,718 |
Net cash flows generated from (used in) financing activities | (1,039) | (4,982) | (27,947) |
Increase (decrease) of cash | (147,729) | 22,799 | (11,410) |
Exchange rate effects | 2,128 | (7,381) | (1,825) |
Cash and cash equivalents at beginning of period | 207,342 | 191,924 | 205,159 |
Cash and cash equivalents at end of period | $ 61,741 | $ 207,342 | $ 191,924 |
CORPORATE INFORMATION
CORPORATE INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Corporate information and statement of IFRS compliance [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, 2023 were authorized for issue in accordance with a resolution of the Board of Directors on April 3, 2024. The financial statements are subject to adoption by the Annual General Meeting of shareholders, which has been scheduled for May 21, 2024. 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, 2023 | |
ACCOUNTING PRINCIPLES AND POLICIES [Abstract] | |
ACCOUNTING PRINCIPLES AND POLICIES | ACCOUNTING PRINCIPLES AND POLICIES 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 Material accounting judgements and estimates. These financial statements are presented in U.S. Dollars (US$, USD), and rounded to the nearest thousand U.S. dollars ($‘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 2023 year-end balance of cash and cash equivalents, restricted cash and marketable securities of $215.0 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. Following the FDA approval of Joenja® (leniolisib) on March 24, 2023, the Company has increased investments in strengthening the organization and marketing and sales activities. The Board of Directors anticipates further investments in the preparations of the launch and commercialization of Joenja® in other key global launch markets in 2024. These investments will have a negative effect on the profit in the year 2024. Consequently, cash and cash equivalents, restricted cash and marketable securities may reduce during the year as the company invests in its future. Revenue from Joenja® is expected to grow from 2024 onwards. The company remains confident in the robustness of RUCONEST® sales, growth and expansion of Joenja® sales and the expansion of its pipeline. Presently, however, no further assurance can be given on either the timing or size of future profits. Overall, based on the outcome of this assessment, our 2023 financial statements have been drawn up on the basis of a going concern assumption. Ukraine / Russian war Management performed a risk assessment related to the war in Ukraine and determined that the war itself, the effect of the sanctions or the ramifications of the war will not have a material impact on the Pharming business. 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, 2023 as disclosed below. • IFRS 17: Insurance contracts • 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 • Amendments to IAS 12 Income Taxes— International Tax Reform—Pillar Two Model Rules 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 are not yet effective. Pillar two model rules are not yet applicable because the Company has not met the revenue threshold. The new and amended standards and interpretations that are issued, but are not yet effective or endorsed for use in the EU, 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. • Amendments to IFRS 7 and IAS 7: Supplier Finance Arrangements • Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between investors and its associate or joint venture • Amendments to IFRS 16: Lease liability in a Sale and Leaseback • Amendments to IAS 1: Classification of Liabilities as Current or Non-current • Amendments to IAS 1: Non-current Liabilities with Covenants 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. Basis of consolidation 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 subsidiaries are prepared for the same reporting year as Pharming Group N.V., using the same accounting policies. Intercompany transactions, balances and unrealized gains and losses on transactions between group companies are eliminated. Accounting principles and policies 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 • 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, 2023, December 31, 2022 and December 31, 2021 was 1.1002, 1.0667 and 1.1334 respectively. The average exchange rate applied in 2023, 2022 and 2021 was 1.0790, 1.0543 and 1.186 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. The remaining amortization periods for intangible assets at December 31, 2023 are: Amortization period Category Description Total Remaining RUCONEST® for HAE (EU) RUCONEST® for HAE (EU) development costs 10 years Fully amortized RUCONEST® license RUCONEST® license for HAE (US) 20 years 13 years RUCONEST® license RUCONEST® license for HAE (EU) 12 years 8 years JOENJA® license JOENJA® license for APDS 14 years 13 years Software Software development costs 3 to 5 years 2 to 5 years 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 5-15 years Machinery and equipment 5-10 years Other property, plant & equipment 5-10 years 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 not reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings. 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. Investments). Fair value is determined in the manner described in 12. Investments. 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. Marketable securities Marketable securities are financial assets held for short-term purposes which are principally traded in liquid markets and are classified within current assets on the consolidated balance sheet. Marketable securities are measured as financial assets as described above. The financial impacts related to Marketable securities are recorded in ‘Other finance income’ in the consolidated statement of income. The cash (re)payments relating to Marketable securities are classified as investing activities. The cash flows relating to interest from Marketable securities held at amortized cost are classified as cash flows generated from operating activities. 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 are classified as either financial liabilities at fair value through profit or loss (derivative financial liabilities) or financial liabilities at amortized cost (trade and other payables). All financial liabilities at amortized cost 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 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 component parts of convertible bonds issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis using the effective interest method. The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. The equity component is not remeasured after initial recognition. Transaction costs that relate to the issue of the convertible bond are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortized over the life of the convertible bond using the effective interest method. In the case the Company extinguishes the convertible bond before maturity through an early redemption or repurchase the difference between the carrying amount of the financial liability (or part of the financial liability) extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, will be recognized in profit or loss. 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 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 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. Other income Other income consists of gains upon sale of investments, income from government grants, and gain on the sale of the Rare Pediatric Disease Priority Review Voucher (PRV). Pharming receives certain grants which support the Company’s research efforts in defined research and development projects. These subsidies generally provide for reimbursement of approved costs incurred as defined in various grants. Subsidies are recognized if the Company can demonstrate it has complied with all attached conditions and it is probable that the grant amount will be received. Grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. The Company includes income from grants under other income in the statement of income in order to enable comparison of its statement of income with companies in the life sciences sector. Pharming was granted the PRV by the Food and Drug Administration (FDA) in March 2023 in connection with the approval of Joenja®. The sale price was a contractually defined percentage of the PRV value pursuant to the terms of the August 2019 exclusive license agreement between Pharming and Novartis for leniolisib. Management made an assessment on the classification of this transaction, taking into account the requirements in IAS 1 and concluded that it is most appropriate to classify the transaction in O |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Entity's Operating Segments [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Operating segments are components of the Company that engage in business activities from which it may incur expenses, for which discrete financial information is available and whose operating results are evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance. The Executive Members of the Board of Directors are considered the CODM. CODM reviews the Company’s results under four operating segments based on a combination of the products that the Company has launched - RUCONEST® and Joenja®, and the main geographies where sales are consummated - focused on the US and reporting, in aggregate, Europe and Rest of the World (“RoW”). The four operating segments correspond to each of its four reportable segments for financial reporting purposes. Joenja® was launched in 2023 and therefore Joenja® related operating segments and comparative information for 2022 and 2021 is not available. The CODM reviews revenues and gross profit to assess the performance of their operating segments. The CODM does not review financial information on a segmental basis below gross margin, and balance sheet information is not allocated to the company's reportable segments. There are no intersegment sales. Total revenues and gross profit per each operating and reportable segment for the period ended for the years ended December 31, 2023, 2022 and 2021 are: Amounts in US$ ‘000 2023 2022 2021 RUCONEST® Joenja® Total RUCONEST® Joenja® Total RUCONEST® Joenja® Total Revenues: US 221,213 17,894 239,107 200,082 — 200,082 193,419 — 193,419 Europe and RoW 5,921 288 6,209 5,540 — 5,540 5,452 — 4,933 Total revenues 227,134 18,182 245,316 205,622 — 205,622 198,871 — 198,871 Gross profit: — US 202,441 15,417 217,858 186,263 — 186,263 176,266 — 176,266 Europe and RoW 2,026 220 2,246 1,797 — 1,797 1,463 — 1,463 Total gross profit 204,467 15,637 220,104 188,060 — 188,060 177,729 — 177,729 Substantially all of the Company’s non-current assets are located in The Netherlands. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Revenue From Contracts With Customers [Abstract] | |
REVENUE | REVENUE The 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, 2023 and 2022, the sales of RUCONEST® in the U.S. market were $221.2 million and $200.1 million. In 2021, the sales of RUCONEST® in the US market were US$193.4 million The first sales of Joenja® in the U.S. market subsequent to the FDA approval in March 2023 was $17.9 million. Revenues of RUCONEST® in Europe and Rest of the World amounted to $5.9 million in 2023 compared to $5.5 million in 2022 and $5.5 million in 2021. |
OTHER INCOME
OTHER INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Government Grants [Abstract] | |
OTHER INCOME | OTHER INCOME Amounts in $ ‘000 2023 2022 2021 Grants 1,784 1,774 2,620 Gain on divestment in associates — 12,242 — Proceeds from PRV sale 21,279 — — Other 286 507 — Total 23,349 14,523 2,620 The received grants amounted to $1.8 million in 2023 (2022: $1.8 million; 2021: $2.6 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. In June 2023, Pharming announced that it had entered into a definitive agreement to sell its Rare Pediatric Disease Priority Review Voucher (PRV) to Novartis for a one-time payment of $21.3 million. Pharming was granted the PRV by the FDA in March 2023 in connection with the approval of Joenja®. The sale price was a contractually defined percentage of the PRV value pursuant to the terms of the August 2019 exclusive license agreement between Pharming and Novartis for leniolisib. The amount has changed from the previously disclosed US$21.1 million in the press release as a result of currency movements throughout the year. |
EXPENSES BY NATURE
EXPENSES BY NATURE | 12 Months Ended |
Dec. 31, 2023 | |
Expenses by nature [abstract] | |
EXPENSES BY NATURE | EXPENSES BY NATURE Costs of sales Costs of sales in 2023, 2022 and 2021 were as follows: Amounts in $ ‘000 2023 2022 2021 Cost of inventories recognized as expenses (21,404) (17,398) (19,107) Royalty fees (2,145) — — Obsolete inventory impairments (1,663) (164) (2,035) Total (25,212) (17,562) (21,142) Pharming expensed royalty fees to Novartis on Joenja® sales, amounting to $2.1 million in 2023 (2022: $0.0 million, 2021: $0.0 million). See note 23. Commitments and contingencies for further information on the royalty fees to Novartis. Obsolete inventory impairment stems from the valuation of the inventories against lower net realizable value and mainly relates to products no longer eligable for commercial sales. Impairments related to inventories designated for commercial activities in 2023, 2022 and 2021 amounted to a charge of $1.7 million , $0.2 million and $2.0 million. Costs of research and development Research and development costs in 2023, 2022 and 2021 were as follows: Amounts in $ ‘000 2023 2022 2021 Employee costs (26,830) (20,595) (24,451) Amortization costs intangible assets (218) (55) (132) Impairment losses intangible assets (253) — (4,992) Depreciation Property, plant and equipment and right of use assets (1,636) (1,602) (3,152) Direct Operating Expenses (36,226) (27,107) (33,190) Other indirect research and development costs (3,751) (3,172) (4,452) Total research and development costs (68,914) (52,531) (70,369) Operating expenses for research and development activities in 2023, 2022 and 2021 were $68.9 million, $52.5 million and $70.4 million. The costs for 2023 and 2022 mainly relates to spend in research in, and approval of, leniolisib for the treatment of activated Phosphoinositide 3-kinase Delta syndrome (APDS) and AKI and cattle costs. 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. Costs of general and administrative activities General and administrative costs for 2023, 2022 and 2021 were as follows: Amounts in $ ‘000 2023 2022 2021 Employee costs (21,216) (14,868) (12,178) Amortization costs intangible assets (650) (492) — Depreciation PPE and right of use assets (3,118) (2,525) (857) Impairment losses PPE and right of use assets (4,663) (4,376) (5,447) Direct Operating Expenses (11,240) (9,038) (8,419) Other indirect general and administrative costs (14,990) (14,717) (10,073) Total general and administrative costs (55,877) (46,016) (36,974) Other indirect general and administrative costs include insurance, compliance and other costs. Costs of marketing and sales activities Marketing and sales costs for 2023, 2022 and 2021 were as follows: Amounts in $ ‘000 2023 2022 2021 Employee costs (44,478) (32,858) (24,125) Amortization costs intangible assets (4,985) (3,765) (4,098) Depreciation PPE and right of use assets (403) (372) (930) Direct Operating Expenses (67,366) (42,398) (28,543) Other indirect marketing and sales costs (6,817) (6,410) (1,749) Total marketing and sales costs (124,049) (85,803) (59,445) Employee benefit costs for 2023, 2022 and 2021 were as follows: Amounts in $ ‘000 2023 2022 2021 Salaries (71,690) (53,328) (44,202) Social security costs (8,604) (6,317) (5,318) Pension costs (2,980) (2,284) (2,179) Share-based compensation (9,251) (6,392) (9,055) Total (92,525) (68,321) (60,754) Salaries include holiday allowances and cash bonuses for staff. Depreciation and amortization charges Depreciation and amortization charges are included in: Amounts in $ ‘000 2023 2022 2021 Property, plant and equipment (1,494) (1,993) (2,158) Intangible assets (5,852) (4,312) (4,232) Total (7,346) (6,305) (6,390) Right of use assets (3,664) (2,565) (2,781) Total (3,664) (2,565) (2,781) |
OTHER FINANCIAL INCOME AND EXPE
OTHER FINANCIAL INCOME AND EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Other Financial Income And Cost [Abstract] | |
OTHER FINANCIAL INCOME AND EXPENSES | OTHER FINANCIAL INCOME AND EXPENSES Amounts in $ ‘000 2023 2022 2021 Interest income 3,663 85 53 Foreign currency gains — 4,400 14,841 Other financial income 3,663 4,485 14,894 Foreign currency losses (2,971) — — Interest loans and borrowings (4,876) (4,736) (5,296) Interest leases (1,088) (622) (795) Other financial expenses (134) (105) (94) Other financial expenses (9,069) (5,463) (6,185) Total other financial income and expenses (5,406) (978) 8,709 Interest income Interest income reflects interest received on readily convertible S&P AAA-rated government treasury certificates with a maturity of six months or less from the date of acquisition. 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 losses in 2023 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 on convertible bonds Interest on convertible bonds in 2023, 2022 and 2021 relate to coupons and amortized costs on the convertible bonds as disclosed in note 17. Convertible bonds. The amortized costs are calculated at the effective rate of interest, which takes account of any equity component on recognition such as warrants or early repayment options. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Income tax expense Current tax Current tax on profit for the year (5,343) (3,761) (97) Adjustments for current tax of prior periods 241 (9) 96 Total current tax expense (5,102) (3,770) (1) Deferred income tax Deferred tax on profit for the year 6,639 2,581 (8,196) Adjustments for deferred tax of prior periods (73) (124) 1,115 Total deferred tax expense 6,566 2,457 (7,081) Income tax expense 1,464 (1,313) (7,082) 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 tax credit (expense) at the statutory rate to actual credit (expense) for the year in the consolidated income statement: Amounts in US$ ‘000 2023 2022 2021 Reconciliation of tax charge Profit, (loss) before taxation (12,012) 14,987 23,078 Profit, (loss) multiplied by standard rate of tax in The Netherlands 3,099 (3,866) (5,770) Effects of: Tax rate in other jurisdictions 1,123 554 307 Non-taxable income 6 2,680 370 Non deductible expenses (266) (7) (99) Share based payments (2,022) (531) (2,475) Adjustments of prior periods 168 15 655 Change in statutory applicable tax rate — (1) 555 Other (644) (157) (625) Income tax credit (expense) for the year 1,464 (1,313) (7,082) Factors affecting current and future tax charges The main difference between the nominal tax and the effective tax for the year 2023 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 2023 2022 Total deferred tax assets 37,863 29,211 Total deferred tax liabilities (8,102) (6,238) Total net deferred tax assets /(liabilities) 29,761 22,973 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 to the extent the intention exists, to settle on a net basis or realize the asset and settle the liability simultaneously. The significant components and annual movements of deferred income tax assets as of December 31, 2023 and December 31, 2022 are as follows: Amounts in $ ‘000 2023 2022 Intangible assets 2,183 9,876 Lease liabilities 7,063 7,042 Accruals 4,151 2,026 Unrealized profit in inventory 8,453 3,176 Other 3,484 3,545 Tax losses 12,529 3,546 Total deferred tax assets 37,863 29,211 Amounts in $ ‘000 Intangible assets Lease liabilities Accruals Unrealized profit in inventory Other Tax losses Total At January 1, 2022 10,493 3,795 2,289 — 2,672 7,776 27,025 (Charged)/credited - to profit or loss — 3,431 (263) 3,139 607 (3,814) 3,100 - other movement — — — — (28) — (28) - to accumulated deficit — — — — 337 — 337 - currency translation (617) (184) — 37 (43) (416) (1,223) At December 31, 2022 9,876 7,042 2,026 3,176 3,545 3,546 29,211 (Charged)/credited - to profit or loss (7,806) (177) 2,103 5,077 566 8,702 8,465 - other movement — (19) 22 — (192) — (189) - to accumulated deficit — — — — (457) — (457) - currency translation 113 217 — 200 22 281 833 At December 31, 2023 2,183 7,063 4,151 8,453 3,484 12,529 37,863 Based upon the Company’s latest budget for 2024 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. 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 current part of the net deferred tax assets is $10.5 million and $5.4 million for the years ended December 31, 2023 and 2022. The component and annual movement of deferred income tax liabilities as of December 31, 2023 and December 31, 2022 are as follows: Amounts in $ ‘000 2023 2022 Tangible fixed assets (4,865) (6,238) Other liabilities (3,237) — Total deferred tax liabilities (8,102) (6,238) Amounts in $ ‘000 Tangible fixed assets Other liabilities Total At January 1, 2022 (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) (Charged)/credited - to profit or loss 1,516 (3,414) (1,898) - other movement 13 178 191 - currency translation (156) (1) (157) At December 31, 2023 (4,865) (3,237) (8,102) |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE _ ASSETS Amounts in $ ‘000 RUCONEST® for HAE (EU) Development costs RUCONEST® licenses Joenja® license Software Total 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 January 1, 2022 — 266 54,370 25,185 4,013 83,834 Amortization charges — — (3,597) — (720) (4,317) Assets acquired — — — — 601 601 Divestments - cost — (6,431) — — — (6,431) 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 Amortization charges — — (3,681) (1,300) (884) (5,865) Impairment charges — (253) — — — (253) Assets acquired — — — — 27 27 Divestments - cost — (253) — — (18) (271) Divestment - accumulated amortization — — — — 12 12 Divestment - impairment charges — 253 — — — 253 Currency translation - cost 18 3 2,126 744 142 3,033 Currency translation - amortization (18) — (702) (26) (44) (790) Movement 2023 — (250) (2,257) (582) (765) (3,854) At cost 581 — 69,709 24,447 4,772 99,509 Accumulated: Amortization charges (581) — (24,437) (1,326) (1,898) (28,242) Carrying value at December 31, 2023 — — 45,272 23,121 2,874 71,267 RUCONEST® for HAE (EU) 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 since the end of 2021. Development costs During 2023 the Compa ny decided to discontinue the Pompe disease program and therefore impaired and disposed the remaining assets related to the development costs for alpha-glucosidase for Pompe disease. RUCONEST® license (referred to as 'Re-acquired rights and Licenses' in 2022) The RUCONEST® license relates to RUCONEST® acquisition of all North American commercialization rights from Bausch Health (formerly Valeant Pharmaceuticals) in 2016 and the RUCONEST® acquisition of all European commercialization and distribution rights from Swedish Orphan International AB, or Sobi, in 2020. Joenja® (referred to as 'Novartis license' in 2022) 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 2023, no additional development costs were capitalized. Following FDA approval March 24, 2023 the amortization of Joenja® license commenced. Software Amortization of software is mainly related to our ERP system SAP S/4HANA. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
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 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 January 1, 2022 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 — — — — — — — Other - cost — — — — — — — Other - 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 Investments — 32 60 682 488 175 1,437 Internal transfer - cost — — — — 6 (6) — Internal transfer - accumulated depreciation — — — — — — — Other - cost — 74 60 432 — — 566 Other - accumulated depreciation — (59) (59) (434) — — (552) Divestments — — (14) (11) (120) — (145) Impairment — — — — — — — Depreciation charges — (365) (258) (860) (919) — (2,402) Depreciation of disinvestment — — 8 6 120 — 134 Currency translation - cost — 148 158 279 66 4 655 Currency translation - accumulated depreciation — (98) (70) (183) (45) — (396) Movement 2023 — (268) (115) (89) (404) 173 (703) At cost — 4,913 5,546 9,660 5,131 179 25,429 Accumulated depreciation — (3,388) (2,487) (6,386) (3,479) — (15,740) Carrying value at December 31, 2023 — 1,525 3,059 3,274 1,652 179 9,689 The Company had capital expenditures of $1.4 million and $1.4 million, mainly related to new machinery and equipment for the years ended December 31, 2023 and 2022. For the years ended December 31, 2023 and 2022, depreciation charges on production related property, plant and equipment of $0.9 million and $1.0 million have been included in the value of inventories and an amount of $1.5 million and $1.6 million of the total depreciation costs for 2023 and 2022 have been charged to the statement of income. |
RIGHT-OF-USE ASSETS
RIGHT-OF-USE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
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 22,999 2,380 25,379 Carrying value at Accumulated depreciation (4,296) (1,140) (5,436) Carrying value at January 1, 2022 18,703 1,240 19,943 Additions 14,640 1,741 16,381 Remeasurement 426 — 426 Divestments (292) (739) (1,031) Depreciation charges (2,223) (797) (3,020) Depreciation of disinvestment 78 596 674 Impairment (3,860) — (3,860) Divestment of impaired asset 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 Additions — 1,413 1,413 Remeasurement 1,865 — 1,865 Divestments — (756) (756) Depreciation charges (2,913) (1,289) (4,202) Depreciation of disinvestment — 700 700 Impairment (4,663) — (4,663) Divestment of impaired asset — — — Currency translation - cost 873 18 891 Currency translation - accumulated depreciation (213) (11) (224) Movement 2023 (5,051) 75 (4,976) At cost 30,959 4,009 34,968 Accumulated depreciation (9,311) (1,880) (11,191) Carrying value at December 31, 2023 21,648 2,129 23,777 Investments in buildings in 2022 primarily relate to the lease contract for the DSP facility at Pivot Park in Oss, the Netherlands. During 2022, the lease commenced and resulted in an investment of $14.6 million. Pharming remains exploring alternative utilization possibilities for assets. As a result of aforementioned, the right of use asset was impaired for an additional amount of $4.7 million in 2023 (2022: $3.9 million ) . The impairment assessment was conducted based on a value-in-use approach, utilizing the incremental borrowing rate of 4.38% (2022: 4.47% ) as the applicable discount rate. The recoverable amount is reflecting in the book value of the asset, which stands at $5.5 million (2022: $10.7 million). The decrease in the recoverable amount is primarily attributed to the reduced expected annual sublease prices. The remeasurements in buildings relate to adjustments in the existing right-of-use assets to reflect inflation-related higher lease payments. The Company applies for the recognition exemption for short-term leases and leases of low-value assets. The respective lease payments are recorded in the consolidated statement of income and are immaterial to the financial statements. Amounts recognized in the statement of income Depreciation charges on production related right-of-use assets of $0.5 million in 2023 (2022: $0.5 million, 2021: $0.5 million ) have been included in the value of inventories and an amount of $3.7 million of the total 2023 depreciation costs has been charged to the statement of income (2022: $2.6 million, 2021: $2.3 million ). The statement of income shows the following amounts relating to leases: Amounts in $ ‘000 2023 2022 2021 Depreciation rights of use assets Depreciation right of use buildings (2,380) (1,781) (1,629) Depreciation right of use cars (1,284) (784) (660) Total depreciation right of use assets (3,664) (2,565) (2,289) Interest expense (Note 7) (1,088) (622) (795) Total expense right of use assets (4,752) (3,187) (3,084) Lease charges The non-cancellable leases at December 31, 2023 have remaining terms of between one The expected lease charges after the end of the reporting year have been disclosed in Note 24. Financial risk management. Allocations of the lease charges to costs or general and administrative expenses have been based on the nature of the asset in use. LEASES Lease liabilities can be specified as follows: Amounts in $ ‘000 2023 2022 Balance at January 1 33,308 20,875 Additions 1,295 15,822 Remeasurement 1,865 426 Interest expense accrued 1,193 718 Payments of lease liabilities (5,126) (3,311) Other movements (319) (348) Currency translation 907 (874) Balance at December 31 33,123 33,308 - Current portion 3,616 3,465 - Non-current portion 29,507 29,843 Additions in 2022 primarily relate to new lease contracts for our operational facilities in the Netherlands. Additions in 2023 solely relate to newly leased cars. The remeasurement reflects inflation related higher lease payments on buildings. Future minimum lease payments as at December 31, 2023 and 2022 are as follows: 2023 2022 Amounts in $ ‘000 Minimum payments Present value of payments Minimum payments Present value of payments Within one year 5,071 4,995 4,644 4,535 After one year but not more than five years 16,024 14,369 15,157 13,582 More than five years 18,996 14,104 20,890 15,191 Balance at December 31 40,091 33,468 40,691 33,308 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Interest In Other Entities [Abstract] | |
INVESTMENTS | INVESTMENTS 12.1 INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD The investment in BioConnection group (BioConnection) provides the Company with significant influence over BioConnection, and as such has been treated as an associate of the Group. As at December 31, 2023, 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 to sell a portion of its investments, 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. The Company 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 net cash proceeds of $7.3 million (EUR6.9 million) and recognized a gain of $12.2 million in 2022. 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 2023 2022 2021 Nature of relationship Measurement method BioConnection Investments B.V. Oss, NL 22.98 % 22.98 % 43.85 % Associate Equity $ ‘000 Carrying amount Name of entity 2023 2022 2021 BioConnection Investments B.V. Balance at January 1 2,501 7,201 7,118 Movement during the year Share in net profit (289) (1,083) 694 Release of financial guarantee — (153) (33) Dilution of equity stake — (2,991) — Currency translation 73 (473) (578) Balance at December 31 2,285 2,501 7,201 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. Management made an assessment on the accounting treatment of the preference share obtained. Management 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 BSM model to determine the fair value of the asset: 2023 2022 Expected time to maturity 4 years 5 years Volatility 50 % 55 % Risk-free interest rate 1.99 % 2.51 % The carrying amount of this investment has changed as follows: Amounts in $ ‘000 2023 2022 Balance at January 1 6,827 — Investment — 7,933 Fair value changes (930) (1,185) Currency translation 196 79 Balance at December 31 6,093 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, 2023. 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, 2023. The main assumptions in determination of the equity value are shown in below table. Preference share BioConnection (in million US$) Revenue level Fair value Discount rate Fair value EBITDA margin Fair value -10.0% 3.0 -2.0% 6.9 -5.0% 4.3 -5.0% 4.8 -1.0% 6.5 -2.5% 5.3 Base case 6.1 Base case 6.1 Base case 6.1 +5.0% 7.1 +1.0% 5.7 +2.5% 6.8 +10.0% 7.9 +2.0% 5.4 +5.0% 7.3 The impact of the remaining variables on the BSM model are shown in below table: Preference share BioConnection (in million US$) Time to maturity Fair value Volatility Fair value - 2 years 6.9 -10.0% 6.8 - 1 year 6.5 -5.0% 6.4 Base case 6.1 Base Case 6.1 + 1 year 5.8 +5.0% 5.8 + 2 years 5.5 +10.0% 5.4 1 2.3 INVESTMENT IN EQUITY INSTRUMENTS DESIGNATED AS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME The Group holds 0.54% of the ordinary share capital of Orchard Therapeutics Plc., (Orchard), a global gene therapy leader. The shares were acquired as of July 1, 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. Under the terms of the collaboration, Pharming has been granted worldwide rights to OTL-105 and will be responsible for clinical development, regulatory filings, and commercialization of the investigational gene therapy, including associated costs. Orchard will lead the completion of IND-enabling activities and oversee manufacturing of OTL-105 during pre-clinical and clinical development, which will be funded by Pharming. In addition, both companies will explore the application of non-toxic conditioning regimen for use with OTL-105 administration. As part of the agreement, 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 6 Expenses by Nature. The fair value of the investment at December 31, 2023 was $2.0 million. Management does not consider that the Group is able to exercise significant influence over Orchard as the other 99.5% of the ordinary share capital is publicly traded at the Nasdaq stock exchange (Nasdaq: ORTX). On October 5, 2023, Orchard announced it had entered into a definitive agreement under which Japanese, Kyowa Kirin Co. LTD plans to acquire Orchard for $16.00 per American Depositary Share (ADS) in cash plus an additional contingent value right (CVR) of $1.00 per ADS, for a total of $17.00 per ADS. The transaction has been completed on January 24, 2024. Based on the offer price per ADS of $16.00, Pharming has received $2.0 million for its shares held in Orchard Therapeutics in 2024. The shares have been included in our balance sheet at fair value as of 31 December 2023, being $2.0 million based on the share price at that time. % of ownership interest Name of entity Place of business 2023 2022 2021 Nature of relationship Measurement method Orchard Therapeutics Plc. London, UK 0.54% 1.00% 1.00% Investment Fair value The decrease in percentage of ownership was caused by a dilution due to a share issuance by Orchard in March 2023. The fair value as at December 31, 2023 was determined on the basis of the trading price as at that date. The fair value as at December 31, 2023 was determined on the basis of the trading price as at that date. $ ‘000 Carrying amount Name of entity 2023 2022 2021 Orchard Therapeutics Plc. Balance at January 1 403 1,449 — Movement during the year Initial recognition — — 4,589 Fair value adjustments through OCI 1,573 (950) (3,077) Currency Translation 44 (96) (63) Balance at December 31 2,020 403 1,449 |
INVESTMENTS | INVESTMENTS 12.1 INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD The investment in BioConnection group (BioConnection) provides the Company with significant influence over BioConnection, and as such has been treated as an associate of the Group. As at December 31, 2023, 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 to sell a portion of its investments, 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. The Company 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 net cash proceeds of $7.3 million (EUR6.9 million) and recognized a gain of $12.2 million in 2022. 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 2023 2022 2021 Nature of relationship Measurement method BioConnection Investments B.V. Oss, NL 22.98 % 22.98 % 43.85 % Associate Equity $ ‘000 Carrying amount Name of entity 2023 2022 2021 BioConnection Investments B.V. Balance at January 1 2,501 7,201 7,118 Movement during the year Share in net profit (289) (1,083) 694 Release of financial guarantee — (153) (33) Dilution of equity stake — (2,991) — Currency translation 73 (473) (578) Balance at December 31 2,285 2,501 7,201 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. Management made an assessment on the accounting treatment of the preference share obtained. Management 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 BSM model to determine the fair value of the asset: 2023 2022 Expected time to maturity 4 years 5 years Volatility 50 % 55 % Risk-free interest rate 1.99 % 2.51 % The carrying amount of this investment has changed as follows: Amounts in $ ‘000 2023 2022 Balance at January 1 6,827 — Investment — 7,933 Fair value changes (930) (1,185) Currency translation 196 79 Balance at December 31 6,093 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, 2023. 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, 2023. The main assumptions in determination of the equity value are shown in below table. Preference share BioConnection (in million US$) Revenue level Fair value Discount rate Fair value EBITDA margin Fair value -10.0% 3.0 -2.0% 6.9 -5.0% 4.3 -5.0% 4.8 -1.0% 6.5 -2.5% 5.3 Base case 6.1 Base case 6.1 Base case 6.1 +5.0% 7.1 +1.0% 5.7 +2.5% 6.8 +10.0% 7.9 +2.0% 5.4 +5.0% 7.3 The impact of the remaining variables on the BSM model are shown in below table: Preference share BioConnection (in million US$) Time to maturity Fair value Volatility Fair value - 2 years 6.9 -10.0% 6.8 - 1 year 6.5 -5.0% 6.4 Base case 6.1 Base Case 6.1 + 1 year 5.8 +5.0% 5.8 + 2 years 5.5 +10.0% 5.4 1 2.3 INVESTMENT IN EQUITY INSTRUMENTS DESIGNATED AS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME The Group holds 0.54% of the ordinary share capital of Orchard Therapeutics Plc., (Orchard), a global gene therapy leader. The shares were acquired as of July 1, 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. Under the terms of the collaboration, Pharming has been granted worldwide rights to OTL-105 and will be responsible for clinical development, regulatory filings, and commercialization of the investigational gene therapy, including associated costs. Orchard will lead the completion of IND-enabling activities and oversee manufacturing of OTL-105 during pre-clinical and clinical development, which will be funded by Pharming. In addition, both companies will explore the application of non-toxic conditioning regimen for use with OTL-105 administration. As part of the agreement, 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 6 Expenses by Nature. The fair value of the investment at December 31, 2023 was $2.0 million. Management does not consider that the Group is able to exercise significant influence over Orchard as the other 99.5% of the ordinary share capital is publicly traded at the Nasdaq stock exchange (Nasdaq: ORTX). On October 5, 2023, Orchard announced it had entered into a definitive agreement under which Japanese, Kyowa Kirin Co. LTD plans to acquire Orchard for $16.00 per American Depositary Share (ADS) in cash plus an additional contingent value right (CVR) of $1.00 per ADS, for a total of $17.00 per ADS. The transaction has been completed on January 24, 2024. Based on the offer price per ADS of $16.00, Pharming has received $2.0 million for its shares held in Orchard Therapeutics in 2024. The shares have been included in our balance sheet at fair value as of 31 December 2023, being $2.0 million based on the share price at that time. % of ownership interest Name of entity Place of business 2023 2022 2021 Nature of relationship Measurement method Orchard Therapeutics Plc. London, UK 0.54% 1.00% 1.00% Investment Fair value The decrease in percentage of ownership was caused by a dilution due to a share issuance by Orchard in March 2023. The fair value as at December 31, 2023 was determined on the basis of the trading price as at that date. The fair value as at December 31, 2023 was determined on the basis of the trading price as at that date. $ ‘000 Carrying amount Name of entity 2023 2022 2021 Orchard Therapeutics Plc. Balance at January 1 403 1,449 — Movement during the year Initial recognition — — 4,589 Fair value adjustments through OCI 1,573 (950) (3,077) Currency Translation 44 (96) (63) Balance at December 31 2,020 403 1,449 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES Marketable securities consist of euro denominated readily convertible S&P AAA-rated government treasury certificates with a maturity of six months or less from the date of acquisition and are classified as held-to-maturity. The Marketable securities are measured at amortized costs and amount to $151.7 million in 2023. This includes accrued interest of $0.7 million. |
RESTRICTED CASH, CASH AND CASH
RESTRICTED CASH, CASH AND CASH EQUIVALENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
RESTRICTED CASH, CASH AND CASH EQUIVALENTS | RESTRICTED CASH, CASH AND CASH EQUIVALENTS Amounts in $ ‘000 2023 2022 Restricted cash (non-current) 1,528 1,099 Restricted cash (current) — 213 Cash and cash equivalents 61,741 207,342 Total restricted cash, cash and cash equivalents 63,269 208,654 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 $1.5 million and $1.3 million in 2023 and 2022 respectively. Restricted cash includes a deposit for rent which is considered long-term. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Inventories [Abstract] | |
INVENTORIES | INVENTORIES Inventories mainly include batches RUCONEST® and Joenja® and work in progress available for production of RUCONEST® and Joenja®. Amounts in $ ‘000 2023 2022 Finished goods 18,349 12,460 Work in progress 37,706 29,553 Raw materials 705 313 Balance at December 31 56,760 42,326 Changes in the adjustment to net realizable value: Amounts in $ ‘000 2023 2022 Balance at January 1 (1,971) (2,448) Addition to impairment (3,878) (164) Release of impairment — 312 Usage of impairment 1,673 195 Currency translation (100) 134 Balance at December 31 (4,276) (1,971) The inventory valuation at December 31, 2023 of $56.8 million (2022: $42.3 million) is stated net of an impairment of $4.3 million and $2.0 million for the years ended December 31, 2023 and 2022.The impairment primarily relates to products no longer eligible for commercial sales. 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. Usage of impairment relates to the destruction of inventory previously impaired. Cost of inventories included in the costs of sales in 2023 amounted $21.4 million (2022: $17.4 million; 2021: $19.1 million). The main portions of inventories at December 31, 2023 have expiration dates starting beyond 2024 and are generally expected to be sold and/or used before expiration. |
TRADE AND OTHER RECEIVABLES
TRADE AND OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
TRADE AND OTHER RECEIVABLES | TRADE AND OTHER RECEIVABLES Amounts in $ ‘000 2023 2022 Trade receivables 35,408 20,964 Prepaid expenses 3,543 2,288 Value added tax 3,804 1,453 Other receivables 2,145 1,117 Taxes and social securities 1,258 1,797 Balance at December 31 46,158 27,619 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 increase 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, 2023 | |
Detailed Information About Borrowings [Abstract] | |
CONVERTIBLE BONDS | CONVERTIBLE BONDS Recognition and movements of the convertible bonds were as follows: Amounts in $ ‘000 2023 2022 Balance at January 1 133,386 140,886 Interest paid (cash flow) (4,046) (3,952) Amortization transaction cost 830 784 Accrued interest 4,046 3,952 Currency translation 4,206 (8,284) Balance at December 31 138,422 133,386 - Current portion 1,824 1,768 - Non-current portion 136,598 131,618 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, 2023 | |
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 22,999 2,380 25,379 Carrying value at Accumulated depreciation (4,296) (1,140) (5,436) Carrying value at January 1, 2022 18,703 1,240 19,943 Additions 14,640 1,741 16,381 Remeasurement 426 — 426 Divestments (292) (739) (1,031) Depreciation charges (2,223) (797) (3,020) Depreciation of disinvestment 78 596 674 Impairment (3,860) — (3,860) Divestment of impaired asset 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 Additions — 1,413 1,413 Remeasurement 1,865 — 1,865 Divestments — (756) (756) Depreciation charges (2,913) (1,289) (4,202) Depreciation of disinvestment — 700 700 Impairment (4,663) — (4,663) Divestment of impaired asset — — — Currency translation - cost 873 18 891 Currency translation - accumulated depreciation (213) (11) (224) Movement 2023 (5,051) 75 (4,976) At cost 30,959 4,009 34,968 Accumulated depreciation (9,311) (1,880) (11,191) Carrying value at December 31, 2023 21,648 2,129 23,777 Investments in buildings in 2022 primarily relate to the lease contract for the DSP facility at Pivot Park in Oss, the Netherlands. During 2022, the lease commenced and resulted in an investment of $14.6 million. Pharming remains exploring alternative utilization possibilities for assets. As a result of aforementioned, the right of use asset was impaired for an additional amount of $4.7 million in 2023 (2022: $3.9 million ) . The impairment assessment was conducted based on a value-in-use approach, utilizing the incremental borrowing rate of 4.38% (2022: 4.47% ) as the applicable discount rate. The recoverable amount is reflecting in the book value of the asset, which stands at $5.5 million (2022: $10.7 million). The decrease in the recoverable amount is primarily attributed to the reduced expected annual sublease prices. The remeasurements in buildings relate to adjustments in the existing right-of-use assets to reflect inflation-related higher lease payments. The Company applies for the recognition exemption for short-term leases and leases of low-value assets. The respective lease payments are recorded in the consolidated statement of income and are immaterial to the financial statements. Amounts recognized in the statement of income Depreciation charges on production related right-of-use assets of $0.5 million in 2023 (2022: $0.5 million, 2021: $0.5 million ) have been included in the value of inventories and an amount of $3.7 million of the total 2023 depreciation costs has been charged to the statement of income (2022: $2.6 million, 2021: $2.3 million ). The statement of income shows the following amounts relating to leases: Amounts in $ ‘000 2023 2022 2021 Depreciation rights of use assets Depreciation right of use buildings (2,380) (1,781) (1,629) Depreciation right of use cars (1,284) (784) (660) Total depreciation right of use assets (3,664) (2,565) (2,289) Interest expense (Note 7) (1,088) (622) (795) Total expense right of use assets (4,752) (3,187) (3,084) Lease charges The non-cancellable leases at December 31, 2023 have remaining terms of between one The expected lease charges after the end of the reporting year have been disclosed in Note 24. Financial risk management. Allocations of the lease charges to costs or general and administrative expenses have been based on the nature of the asset in use. LEASES Lease liabilities can be specified as follows: Amounts in $ ‘000 2023 2022 Balance at January 1 33,308 20,875 Additions 1,295 15,822 Remeasurement 1,865 426 Interest expense accrued 1,193 718 Payments of lease liabilities (5,126) (3,311) Other movements (319) (348) Currency translation 907 (874) Balance at December 31 33,123 33,308 - Current portion 3,616 3,465 - Non-current portion 29,507 29,843 Additions in 2022 primarily relate to new lease contracts for our operational facilities in the Netherlands. Additions in 2023 solely relate to newly leased cars. The remeasurement reflects inflation related higher lease payments on buildings. Future minimum lease payments as at December 31, 2023 and 2022 are as follows: 2023 2022 Amounts in $ ‘000 Minimum payments Present value of payments Minimum payments Present value of payments Within one year 5,071 4,995 4,644 4,535 After one year but not more than five years 16,024 14,369 15,157 13,582 More than five years 18,996 14,104 20,890 15,191 Balance at December 31 40,091 33,468 40,691 33,308 |
TRADE AND OTHER PAYABLE
TRADE AND OTHER PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Trade And Other Payables [Abstract] | |
TRADE AND OTHER PAYABLE | TRADE AND OTHER PAYABLE Trade and other payables as at December 31, 2023 and 2022 are as follows: Amounts in $ ‘000 2023 2022 Accounts payable 16,022 8,753 Taxes and social security 6,234 2,099 Accruals for employees 16,019 12,139 Accruals for rebates and discounts 11,643 10,490 Accrual for production 6,976 8,175 Other accruals 15,634 12,809 Balance at December 31 72,528 54,465 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
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 must 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 preemptive rights of existing shareholders in connection with these issuances. The total expense recognized for the years ended December 31, 2023 and 2022 for share-based payment plans amounts to $9.3 million and $6.4 million. The total expense recognized in 2021 for share-based payment plans amounts to $9.1 million. The total expenses for share based payment plans in 2023, 2022 and 2021 is specified as follows: Amounts in $ ‘000 Share-based compensation (in $ ‘000) 2023 2022 2021 Non-executive directors' remuneration 246 234 288 Employee options 1,654 2,156 3,975 Long term incentive plan 4,006 3,528 4,793 Restricted stock units 3,345 474 — Balance at December 31 9,251 6,392 9,056 The employee options expense decreased due to a change in the employee share-based compensation plans where since 2022 RSU's have been granted instead of employee options. No material new employee option grants were applicable for 2023. Long-term incentive plan expenses increased mainly due to the addition of a member to the executive committee during 2023. The restricted stock units expense increased significantly as the program was introduced in 2022 and is now active for the full year, while in previous year, it was only active for 4Q 2022. 20.1 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 six 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 three 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: 2023 2022 2021 Expected time to maturity 1-4 years 1-4 years 1-4 years Volatility 38% - 46% 36% - 50% 47% - 57% Risk-free interest rate 2.20% - 2.68% (0.48)% - 2.49% (0.52)% - (0.03)% 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 2023, 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 five 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 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: 2023 2022 2021 Volatilities 42% 46% 49% Risk-free interest rates 2.34% 0.61% (0.554)% - (0.554)% 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. The relating 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 In 2020, the implementation of a new three-year vesting scheme under the LTIP had a major impact on the remuneration packages of existing Executive Directors for the 2020 to 2023 period, as the Executive Directors’ packages feature annual option and share grants. The share-based compensation under these 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 2023 is as follows (please also refer to Note 25. Earnings per share and diluted shares 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 (2023: 1:1.1002)): 2023 2022 2021 Number Weighted Average Exercise Price ($) Number Weighted Average Exercise Price ($) Number Weighted Average Exercise Price ($) Balance at January 1 47,596,801 0.897 52,789,478 0.911 50,106,488 0.909 Expired (205,000) 0.847 — — — — Forfeited (1,423,375) 0.992 (3,660,928) 0.847 (946,738) 1.046 Granted 270,000 1.349 4,801,938 0.902 12,081,000 0.931 Exercised (11,756,114) 0.857 (6,333,687) 0.599 (8,451,272) 0.520 Balance at December 31 34,482,312 0.952 47,596,801 0.897 52,789,478 0.911 - Vested 9,284,834 0.856 8,687,584 0.844 21,388,237 0.833 - Unvested 25,197,478 0.987 38,909,217 0.910 31,401,241 0.966 Exercised options 2023 In 2023, a total of 11,756,114 options have been exercised with an average exercise price of $0.857. 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, 2023 are exercisable with the exception of the unvested options granted to the employees still in service. The 2023 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, 2023 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 (2023: 1:1.1002)): 2023 2022 2021 Exercise prices in US$ Number Exercise value Number Exercise value Number Exercise value 0.28 - 0.57 — — — — 3,482,428 1,322 0.57 – 0.85 6,739,000 4,967 26,796,675 21,847 12,290,925 10,155 0.85 – 2.83 27,743,312 24,862 20,800,126 20,895 37,016,125 36,646 Balance at December 31 34,482,312 29,828 47,596,801 42,742 52,789,478 48,123 Granted options In 2023, the Company granted 270,000 options to employees with a weighted average exercise price of $1.349, fair values for options granted in 2023 were in the range of $0.223 - $0.581. 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 2020-2023 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 ( 2023 : 1:1.1002)): Participant category 2023 2022 2021 2020 Total Executive Members of the Board of Directors 1,681,570 2,363,455 1,337,888 — 5,382,913 Executive Committee 4,221,870 5,816,083 6,301,400 105,000 16,444,353 Senior managers — — 812,500 930,000 1,742,500 Total 5,903,440 8,179,538 8,451,788 1,035,000 23,569,766 Fair value per share award ($) 0.880 0.517 0.887 0.923 The following table provides an overview of LTIP shares granted, forfeited or issued in 2020-2023 as well as the number of LTIP shares reserved at 31 December 2023: Participant category Granted Issued Forfeited / Unvested Reserved at December 31, 2023 Executive Members of the Board of Directors 5,382,913 — — 5,382,913 Executive Committee 16,444,353 (1,261,595) (3,708,270) 11,474,488 Senior managers 1,742,500 (36,654) (1,052,346) 653,500 Total 23,569,766 (1,298,249) (4,760,616) 17,510,901 Restricted stock units An overview of the granted RSU's to the Company's (senior) managers, as well as the number of RSU's reserved at 31 December 2023 is as follows: Grant year Granted Issued Forfeited / Unvested Reserved at December 31, 2023 2022 4,931,000 (1,155,936) (357,250) 3,417,814 2023 7,779,250 — (10,000) 7,769,250 Total 12,710,250 (1,155,936) (367,250) 11,187,064 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 vested 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 third year of the 3-year performance period for the 2021 share grant pursuant to the LTI one-off transition arrangement, ended on December 31, 2022. Accordingly, the Board of Directors, upon a recommendation of the Remuneration Committee, determined in the first quarter of 2023 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 performance on both the TSR and the strategic corporate objectives, applying the respective weightings, led 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, 2023 | |
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: Dr. R. Peters Chair of the Board of Directors and Non-Executive Board Member Appointed September 25, 2023 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 Mr. L. Kruimer Non-Executive Board Member Mr. S. Baert Non-Executive Board Member Dr. S. de Vries Executive Board Member and Chief Executive Officer Non-Executive members Board of Directors Remuneration For 2023 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 90,000* 40,000 97,110 43,160 Non-Executive Director 45,000 30,000 48,555 32,370 Chair Audit Committee 9,000 9,711 Member Audit Committee 3,000 3,237 Chair Remuneration Committee 6,000 6,474 Member Remuneration Committee 3,000 3,237 Chair of the Transaction Committee 6,000 6,474 Member of the Transaction Committee 3,000 3,237 Chair Governance Committee 6,000 6,474 Member Governance Committee 3,000 3,237 * Effective September 25, 2023. Until September 25, 2023: EUR 65,000 ($70,135) **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 ($1,100) 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 2023, 2022 and 2021 was as follows: Amounts in $ ‘000 Year Cash Share-Based Payment Total Dr. Richard Peters 2023 26 20 46 2022 — — — 2021 — — — Mr. Paul Sekhri 2023 55 32 87 2022 72 42 114 2021 77 55 132 Ms. Deborah Jorn 2023 55 32 87 2022 55 32 87 2021 64 42 106 Ms. Barbara Yanni 2023 62 32 94 2022 53 32 85 2021 60 36 96 Dr. Mark Pykett 2023 55 32 87 2022 50 32 82 2021 57 36 93 Ms. Jabine van der Meijs 2023 62 32 94 2022 57 32 89 2021 47 24 71 Mr. Leonard Kruimer 2023 58 32 90 2022 57 32 89 2021 47 24 71 Mr. Steven Baert 2023 58 32 90 2022 55 32 87 2021 45 24 69 Mr. Barrie Ward 2023 — — — 2022 — — — 2021 23 20 43 Mr. Juergen Ernst 2023 — — — 2022 — — — 2021 — 6 6 Mr. Aad de Winter 2023 — — — 2022 — — — 2021 26 21 47 Total 2023 431 244 675 2022 399 234 633 2021 446 288 734 Shares, options and warrants Shares At December 31, 2023, the Non-Executive members of the Board of Directors held the following numbers of shares: Ordinary shares Dr. Richard Peters 17,613 Ms. Deborah Jorn 127,714 Ms. Barbara Yanni 112,123 Dr. Mark Pykett 112,123 Ms. Jabine van der Meijs 87,285 Mr. Leonard Kruimer 87,285 Mr. Steven Baert 87,285 Total 631,428 All shares held by the Non-Executive members of the Board of Directors are unrestricted. Loans or guarantees During 2023, 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, 2023. 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. Compensation was as follows and includes the entire year 2023, up to December 31, 2023: Amounts in $ ‘000 Fixed remuneration Short-term variable: annual bonus Share-based payments Post-employment benefits Other Total Dr Sijmen de Vries, CEO and Executive Director 2023: 673 2023: 615 2023: 1,371 2023: 115 2023: 35 2023: 2,809 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 * 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 $1.3 million. Options The following table gives an overview of movements in number of option holdings of the individual members of the executive board of directors in 2023, the exercise prices and expiration dates up to December 31, 2023 (note that the exercise price in US$ is translated using 2023 closing exchange rate (1:1.1002)): January 1, 2023 Granted 2023 Exercised in 2023 Forfeited/Expired in 2023 December 31, 2023 Exercise price ($) Expiration date Dr. Sijmen de Vries 2,800,000 — — — 2,800,000 0.886 May 22, 2024 Shares At December 31, 2023, the executive members of the board held the following numbers of shares: Shares held As at December 31, 2023 Dr. Sijmen de Vries 8,141,383 Long term Incentive Plan Year Granted Settled Forfeited Not vested Reserved as at December 31, 2023 Dr. Sijmen de Vries 2023 1,681,570 — — — 1,681.570 2022 2,363,455 — — — 2,363,455 2021 1,337,888 — — — 1,337,888 Loans or guarantees During the year 2023, 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, 2023. 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 of BioConnection group (BioConnection). Key management includes members of the Board of Directors: Amounts in $ ‘000 2023 2022 2021 Salaries and other short-term employee benefits 1,756 1,463 1,522 Post-employment benefits 115 112 120 Share-based compensation 1,615 1,455 1,882 Total 3,486 3,030 3,524 All direct transactions with members of the Board of Directors have been disclosed in Notes 20. Share-based compensation and 21. Board of Directors of these financial statements. For the years ended December 31, 2023, 2022 and 2021 related party transactions with Bioconnection were in the ordinary course of that company’s fill and finish business and amounted to $4.7 million, $3.0 million and $3.5 million respectively. At December 31, 2023 the Company owed $1.7 million to Bioconnection and was owed by Bioconnection $0.5 million |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
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: Dr. R. Peters Chair of the Board of Directors and Non-Executive Board Member Appointed September 25, 2023 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 Mr. L. Kruimer Non-Executive Board Member Mr. S. Baert Non-Executive Board Member Dr. S. de Vries Executive Board Member and Chief Executive Officer Non-Executive members Board of Directors Remuneration For 2023 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 90,000* 40,000 97,110 43,160 Non-Executive Director 45,000 30,000 48,555 32,370 Chair Audit Committee 9,000 9,711 Member Audit Committee 3,000 3,237 Chair Remuneration Committee 6,000 6,474 Member Remuneration Committee 3,000 3,237 Chair of the Transaction Committee 6,000 6,474 Member of the Transaction Committee 3,000 3,237 Chair Governance Committee 6,000 6,474 Member Governance Committee 3,000 3,237 * Effective September 25, 2023. Until September 25, 2023: EUR 65,000 ($70,135) **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 ($1,100) 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 2023, 2022 and 2021 was as follows: Amounts in $ ‘000 Year Cash Share-Based Payment Total Dr. Richard Peters 2023 26 20 46 2022 — — — 2021 — — — Mr. Paul Sekhri 2023 55 32 87 2022 72 42 114 2021 77 55 132 Ms. Deborah Jorn 2023 55 32 87 2022 55 32 87 2021 64 42 106 Ms. Barbara Yanni 2023 62 32 94 2022 53 32 85 2021 60 36 96 Dr. Mark Pykett 2023 55 32 87 2022 50 32 82 2021 57 36 93 Ms. Jabine van der Meijs 2023 62 32 94 2022 57 32 89 2021 47 24 71 Mr. Leonard Kruimer 2023 58 32 90 2022 57 32 89 2021 47 24 71 Mr. Steven Baert 2023 58 32 90 2022 55 32 87 2021 45 24 69 Mr. Barrie Ward 2023 — — — 2022 — — — 2021 23 20 43 Mr. Juergen Ernst 2023 — — — 2022 — — — 2021 — 6 6 Mr. Aad de Winter 2023 — — — 2022 — — — 2021 26 21 47 Total 2023 431 244 675 2022 399 234 633 2021 446 288 734 Shares, options and warrants Shares At December 31, 2023, the Non-Executive members of the Board of Directors held the following numbers of shares: Ordinary shares Dr. Richard Peters 17,613 Ms. Deborah Jorn 127,714 Ms. Barbara Yanni 112,123 Dr. Mark Pykett 112,123 Ms. Jabine van der Meijs 87,285 Mr. Leonard Kruimer 87,285 Mr. Steven Baert 87,285 Total 631,428 All shares held by the Non-Executive members of the Board of Directors are unrestricted. Loans or guarantees During 2023, 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, 2023. 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. Compensation was as follows and includes the entire year 2023, up to December 31, 2023: Amounts in $ ‘000 Fixed remuneration Short-term variable: annual bonus Share-based payments Post-employment benefits Other Total Dr Sijmen de Vries, CEO and Executive Director 2023: 673 2023: 615 2023: 1,371 2023: 115 2023: 35 2023: 2,809 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 * 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 $1.3 million. Options The following table gives an overview of movements in number of option holdings of the individual members of the executive board of directors in 2023, the exercise prices and expiration dates up to December 31, 2023 (note that the exercise price in US$ is translated using 2023 closing exchange rate (1:1.1002)): January 1, 2023 Granted 2023 Exercised in 2023 Forfeited/Expired in 2023 December 31, 2023 Exercise price ($) Expiration date Dr. Sijmen de Vries 2,800,000 — — — 2,800,000 0.886 May 22, 2024 Shares At December 31, 2023, the executive members of the board held the following numbers of shares: Shares held As at December 31, 2023 Dr. Sijmen de Vries 8,141,383 Long term Incentive Plan Year Granted Settled Forfeited Not vested Reserved as at December 31, 2023 Dr. Sijmen de Vries 2023 1,681,570 — — — 1,681.570 2022 2,363,455 — — — 2,363,455 2021 1,337,888 — — — 1,337,888 Loans or guarantees During the year 2023, 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, 2023. 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 of BioConnection group (BioConnection). Key management includes members of the Board of Directors: Amounts in $ ‘000 2023 2022 2021 Salaries and other short-term employee benefits 1,756 1,463 1,522 Post-employment benefits 115 112 120 Share-based compensation 1,615 1,455 1,882 Total 3,486 3,030 3,524 All direct transactions with members of the Board of Directors have been disclosed in Notes 20. Share-based compensation and 21. Board of Directors of these financial statements. For the years ended December 31, 2023, 2022 and 2021 related party transactions with Bioconnection were in the ordinary course of that company’s fill and finish business and amounted to $4.7 million, $3.0 million and $3.5 million respectively. At December 31, 2023 the Company owed $1.7 million to Bioconnection and was owed by Bioconnection $0.5 million |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of Commitments And Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Material agreements At the end of 2023, the Company had several agreements with third parties related to the manufacturing of RUCONEST® and Joenja® and development of new products. In these agreements certain minimum volumes are committed. Total future commitments under these agreements for the year ended December 31, 2023 and December 31, 2022 are approximately $58.3 million and $73.8 million, of which $21.9 million relates to 2024 and $36.4 million relates to 2025 and further. Joenja® (leniolisib) milestone commitments 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 Joenja® (leniolisib) in the United States. We anticipate that the CHMP will issue its opinion on the leniolisib MAA in the first quarter of 2024 and expect European marketing authorisation approximately two months later. Pharming has agreed upon phased Development and Regulatory Milestone payments of $20.5 million. As a result of the first commercial sale, Pharming has paid $10.4 million in Development and Regulatory Milestone payments in 2023. Furthermore, Pharming is committed to one-off Sales Milestone payments when annual net sales exceed set thresholds for the first time. The total commitment equals $180.0 million when yearly net sales reach $500.0 million. The first milestone equals $5.0 million when yearly net sales reach $50.0 million. After a sales threshold has been reached for the first year, the milestone payment for that threshold does not recur. In 2023, the Company has not reached the first sales milestone of yearly net sales of $50.0 million and therefore did not make any sales milestone payment. 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 $300.0 million. These royalty payments have a term of 10 years. The minimum royalty liability of 12% is applicable for sales up until $150.0 million. The timing of the milestone payments and royalty payments is uncertain as these are highly dependent on the enrollment of new patients for leniolisib. In 2023, the Company has made $2.1 million in royalty payments to Novartis. |
FINANCIAL RISK MANAGEMENT
FINANCIAL RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2023 | |
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, marketable securities, debt and equity. Compared to last year the Company has allocated a significant portion of the cash and cash equivalent position to euro denominated readily convertible S&P AAA- rated government treasury certificates with a maturity of six months or less, to capitalize on rising interest rates. 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 (USD) for the Group. Certain payments and sales in the United States are being and will be received in USD. In 2023, repayments and interest payments of the loans were made in USD. Some direct payments of U.S. activities are carried in USD through the Dutch entities. At December 31, 2023 the Group’s cash and cash equivalents, including restricted cash, and marketable securities amounted to $215.0 million. This balance consists of cash assets denominated in euros for a total amount of $172.2 million or €156.5 million (applying an exchange rate EUR/USD at December 31, 2023 of 1.1002 ) and cash assets in USD for a total amount of $42.7 million. The USD cash balance will mainly be used for the commercialization activities of the U.S. organization. Cash and cash equivalents (including restricted cash), accounts receivables and inventories denominated in USD amounted in total $84.8 million (€77.1 million), respectively $33.7 million (€30.6 million) for the trade and other payables denominated in USD. 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 USD, at year-end is $51.1 million, a 10% strengthening or weakening of the euro versus U.S. dollar would have an impact of $5.1 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 marketable securities 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 3.00% 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 17. Convertible bonds. 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, 2023 is represented by the carrying amounts of cash and cash equivalents, marketable securities and trade and other receivables. The carrying amounts of the cash and cash equivalents (including restricted cash) as at December 31, 2023 amounted to $63.3 million and was held through financial institutions with a A- to A rating or better from Standard & Poor’s, A3 to Aa3 ratings from Moody’s and A to AA- ratings from Fitch. Marketable securities at December 31, 2023 amounted to $151.7 million and was held in S&P AAA-rated government treasury certificates with a maturity of six months or less from the date of acquisition. We have considered the expected credit loss and recognized no losses, due to the AAA credit ratings. Trade and other receivables at December 31, 2023 amounted to $46.2 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 positions taken with respect to marketable securities and 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 and readily convertible S&P AAA- rated government treasury certificates with a maturity of six months or less). The strategy of the Company is to repay its obligations through generation of cash income from operating activities such as product sales. 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 2023, 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, 2023. Maturity profile of financial liabilities: Amounts in $ ’000 2024 2025 2026 2027 2028 and onwards Total Prior year total Trade and other payables 72,528 — — — — 72,528 54,465 Lease Liabilities 5,071 4,548 4,143 3,729 22,600 40,091 40,691 Convertible Bonds 4,126 139,588 — — — 143,714 143,338 Total 81,725 144,136 4,143 3,729 22,600 256,333 238,494 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 2023 and 2022: 2023 2022 Amounts in $ ’000 Level 1 Level 3 Total Level 1 Level 3 Total Investments in equity instruments designated as at FVTOCI 2,020 — 2,020 403 — 403 Investments in debt instruments designated as at FVTPL — 6,093 6,093 — 6,827 6,827 Balance at December 31 2,020 6,093 8,113 403 6,827 7,230 The following table includes carrying values and the estimated fair values of financial instruments: 2023 2022 Amounts in $ ‘000 Carrying value Fair value Carrying value Fair value Assets: Cash and cash equivalents, including restricted cash 63,269 63,269 208,654 208,654 Marketable securities 151,683 151,746 — — Trade and other receivables 46,158 46,158 27,619 27,619 Liabilities: Convertible Bond 138,422 138,422 133,386 133,386 Lease Liabilities 33,123 33,123 33,308 33,308 Trade and other payables 72,528 72,528 54,465 54,465 The fair value of the Marketable securities is based on observable market information (level 1 valuation). The above other fair values of financial instruments are based on internal calculations. 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 following table sets out an analysis for each of the period presented of the net position of the convertible bond, cash and cash equivalents and marketable securities, showing the remaining undiscounted contractual amounts due including nominal interest. Amounts in US$ ‘000 2023 2022 Cash and cash equivalents 61,741 207,342 Restricted cash 1,528 1,312 Marketable securities 151,683 — Convertible bond - repayable within one year (1,824) (1,768) Convertible bond - repayable after one year (136,598) (131,618) Net cash (debt) 76,530 75,268 Cash and cash equivalents 61,741 207,342 Restricted cash 1,528 1,312 Marketable securities 151,683 — Gross debt - fixed interest rates (138,422) (133,386) Gross debt - variable interest rates — — Net cash (debt) 76,530 75,268 Reconciliation of liabilities arising from financing activities: 2022 Cashflows Non - Cash changes 2023 Amounts in US$’000 Acquisition and disposal Interest Expense Accrued Amortized costs Fair Value Changes Other Convertible Bond 133,386 (4,046) — 4,046 830 — 4,206 * 138,422 Lease Liabilities 33,308 (5,126) 1,295 1,193 — — 2,453 33,123 Total liabilities from financing activities 166,694 (9,172) 1,295 5,239 830 — 6,659 171,545 * Represents the translation effect of convertible bonds as reflected in the consolidated statement of comprehensive income |
EARNINGS PER SHARE AND FULLY-DI
EARNINGS PER SHARE AND FULLY-DILUTED SHARES | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Earnings Per Share [Abstract] | |
EARNINGS PER SHARE AND FULLY-DILUTED SHARES | EARNINGS PER SHARE AND FULLY-DILUTED SHARES Basic earnings per share is calculated based on the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is normally computed based on the weighted average number of ordinary shares outstanding including the dilutive effect of shares to be issued in the future under certain arrangements such as option plans. However, as the net result represents a loss in 2023, the diluted earnings per share are equal to the basic earnings per share for 2023. For the years ended December 31, 2023, 2022 and 2021, the basic and diluted profit per share are: 2023 2022 2021 Net profit (loss) attributable to equity owners of the parent (in US$’000) (10,548) 13,674 15,996 Weighted average shares outstanding 657,020,521 648,676,119 642,007,692 Basic profit (loss) per share (in US$) (0.016) 0.021 0.025 Weighted average diluted shares outstanding 725,463,948 707,141,263 701,151,525 Diluted profit (loss) per share (in US$) (0.016) 0.019 0.023 For 2023 the diluted net profit used in the calculation of dilutive profit per share amounts to $10.5 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 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, 2023 and the date of these financial statements is provided in the following table. Movements of shares and other instruments between December 31, 2023 and April 4, 2024 are shown in the table below: December 31, 2023 Shares issued Other 4 April 2024 Shares 671,073,243 2,365,070 — 673,438,313 RSU 11,187,064 — 25,000 11,212,064 Options 34,482,312 (1,090,876) — 33,391,436 Convertible bonds 62,412,622 — — 62,412,622 LTIP 17,534,261 (1,222,839) 5,365,914 21,677,336 Issued 796,689,502 51,355 5,390,914 802,131,771 Available for issue 259,310,498 (51,355) (5,390,914) 253,868,229 Authorized share capital 1,056,000,000 — — 1,056,000,000 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Share Capital, Reserves And Other Equity Interest [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS ’ EQUITY The Company’s authorized share capital amounts to $11.6 million (€10.6 million), exchange rate (EUR:$) equals 1:1.1002) and is divided into 1,056,000,000 ordinary shares with a nominal value of €0.01 each. At December 31, 2023 and December 31, 2022, all 671,073,243 (€6.7 million) and 656,348,225 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 US$ ‘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, 2022 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) Movements in the year 6,042 (296) (233) 1,167 6,680 Balance at December 31, 2023 (343) 106 — (1,821) (2,057) 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, 2023 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
EVENTS AFTER THE REPORTING YEAR | EVENTS AFTER THE REPORTING YEAR Management identified no events after the reporting period affecting the 2023 financial statements. |
ACCOUNTING PRINCIPLES AND POL_2
ACCOUNTING PRINCIPLES AND POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 Material accounting judgements and estimates. These financial statements are presented in U.S. Dollars (US$, USD), and rounded to the nearest thousand U.S. dollars ($‘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 2023 year-end balance of cash and cash equivalents, restricted cash and marketable securities of $215.0 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. Following the FDA approval of Joenja® (leniolisib) on March 24, 2023, the Company has increased investments in strengthening the organization and marketing and sales activities. The Board of Directors anticipates further investments in the preparations of the launch and commercialization of Joenja® in other key global launch markets in 2024. These investments will have a negative effect on the profit in the year 2024. Consequently, cash and cash equivalents, restricted cash and marketable securities may reduce during the year as the company invests in its future. Revenue from Joenja® is expected to grow from 2024 onwards. The company remains confident in the robustness of RUCONEST® sales, growth and expansion of Joenja® sales and the expansion of its pipeline. Presently, however, no further assurance can be given on either the timing or size of future profits. Overall, based on the outcome of this assessment, our 2023 financial statements have been drawn up on the basis of a going concern assumption. Ukraine / Russian war |
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, 2023 as disclosed below. • IFRS 17: Insurance contracts • 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 • Amendments to IAS 12 Income Taxes— International Tax Reform—Pillar Two Model Rules 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 are not yet effective. Pillar two model rules are not yet applicable because the Company has not met the revenue threshold. The new and amended standards and interpretations that are issued, but are not yet effective or endorsed for use in the EU, 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. • Amendments to IFRS 7 and IAS 7: Supplier Finance Arrangements • Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between investors and its associate or joint venture • Amendments to IFRS 16: Lease liability in a Sale and Leaseback • Amendments to IAS 1: Classification of Liabilities as Current or Non-current • Amendments to IAS 1: Non-current Liabilities with Covenants 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. |
Basis of consolidation | Basis of consolidation 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. |
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 • 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. |
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. The remaining amortization periods for intangible assets at December 31, 2023 are: Amortization period Category Description Total Remaining RUCONEST® for HAE (EU) RUCONEST® for HAE (EU) development costs 10 years Fully amortized RUCONEST® license RUCONEST® license for HAE (US) 20 years 13 years RUCONEST® license RUCONEST® license for HAE (EU) 12 years 8 years JOENJA® license JOENJA® license for APDS 14 years 13 years Software Software development costs 3 to 5 years 2 to 5 years 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 5-15 years Machinery and equipment 5-10 years Other property, plant & equipment 5-10 years |
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 not reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings. 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. Investments). Fair value is determined in the manner described in 12. Investments. |
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 |
Cash and cash equivalents | Cash and cash equivalents |
Marketable securities | Marketable securities Marketable securities are financial assets held for short-term purposes which are principally traded in liquid markets and are classified within current assets on the consolidated balance sheet. Marketable securities are measured as financial assets as described above. The financial impacts related to Marketable securities are recorded in ‘Other finance income’ in the consolidated statement of income. The cash (re)payments relating to Marketable securities are classified as investing activities. The cash flows relating to interest from Marketable securities held at amortized cost are classified as cash flows generated from operating activities. |
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 Financial liabilities are classified as either financial liabilities at fair value through profit or loss (derivative financial liabilities) or financial liabilities at amortized cost (trade and other payables). All financial liabilities at amortized cost 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 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 component parts of convertible bonds issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis using the effective interest method. The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. The equity component is not remeasured after initial recognition. Transaction costs that relate to the issue of the convertible bond are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortized over the life of the convertible bond using the effective interest method. In the case the Company extinguishes the convertible bond before maturity through an early redemption or repurchase the difference between the carrying amount of the financial liability (or part of the financial liability) extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, will be recognized in profit or loss. |
Provisions | Provisions |
Trade and other payables | Trade and other payables |
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 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, royalties 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. Any expenditure capitalized is amortized over the period of expected useful life of the related patents. The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use or more frequently when an indication of impairment arises during the reporting year. |
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. Employees in the United States are enabled to participate in a 401k plan, which also qualifies as a defined contribution plan. To become an eligible participant, an employee must complete 6 months of service and attain |
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. 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 must be a member of the Board of Directors as Executive Board Member at the vesting date. The costs of the LTIP are recognized in the income statement during the vesting period. |
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 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 2023 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 |
Material accounting judgements and estimates | Material accounting judgements and estimates The 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: 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 - U.S. Revenue Rebate Accruals 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 amounts 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. |
ACCOUNTING PRINCIPLES AND POL_3
ACCOUNTING PRINCIPLES AND POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
ACCOUNTING PRINCIPLES AND POLICIES [Abstract] | |
Schedule of remaining amortisation periods for intangible assets | The remaining amortization periods for intangible assets at December 31, 2023 are: Amortization period Category Description Total Remaining RUCONEST® for HAE (EU) RUCONEST® for HAE (EU) development costs 10 years Fully amortized RUCONEST® license RUCONEST® license for HAE (US) 20 years 13 years RUCONEST® license RUCONEST® license for HAE (EU) 12 years 8 years JOENJA® license JOENJA® license for APDS 14 years 13 years Software Software development costs 3 to 5 years 2 to 5 years |
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 5-15 years Machinery and equipment 5-10 years Other property, plant & equipment 5-10 years Amounts in $ ‘000 Land and land improvements Operational facilities Leasehold Improvement Machinery and equipment Other Asset under construction Total 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 January 1, 2022 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 — — — — — — — Other - cost — — — — — — — Other - 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 Investments — 32 60 682 488 175 1,437 Internal transfer - cost — — — — 6 (6) — Internal transfer - accumulated depreciation — — — — — — — Other - cost — 74 60 432 — — 566 Other - accumulated depreciation — (59) (59) (434) — — (552) Divestments — — (14) (11) (120) — (145) Impairment — — — — — — — Depreciation charges — (365) (258) (860) (919) — (2,402) Depreciation of disinvestment — — 8 6 120 — 134 Currency translation - cost — 148 158 279 66 4 655 Currency translation - accumulated depreciation — (98) (70) (183) (45) — (396) Movement 2023 — (268) (115) (89) (404) 173 (703) At cost — 4,913 5,546 9,660 5,131 179 25,429 Accumulated depreciation — (3,388) (2,487) (6,386) (3,479) — (15,740) Carrying value at December 31, 2023 — 1,525 3,059 3,274 1,652 179 9,689 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Entity's Operating Segments [Abstract] | |
Schedule of external revenues and gross profit per geographic segment | Total revenues and gross profit per each operating and reportable segment for the period ended for the years ended December 31, 2023, 2022 and 2021 are: Amounts in US$ ‘000 2023 2022 2021 RUCONEST® Joenja® Total RUCONEST® Joenja® Total RUCONEST® Joenja® Total Revenues: US 221,213 17,894 239,107 200,082 — 200,082 193,419 — 193,419 Europe and RoW 5,921 288 6,209 5,540 — 5,540 5,452 — 4,933 Total revenues 227,134 18,182 245,316 205,622 — 205,622 198,871 — 198,871 Gross profit: — US 202,441 15,417 217,858 186,263 — 186,263 176,266 — 176,266 Europe and RoW 2,026 220 2,246 1,797 — 1,797 1,463 — 1,463 Total gross profit 204,467 15,637 220,104 188,060 — 188,060 177,729 — 177,729 |
OTHER INCOME (Tables)
OTHER INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Government Grants [Abstract] | |
Schedule Of Other Income | Amounts in $ ‘000 2023 2022 2021 Grants 1,784 1,774 2,620 Gain on divestment in associates — 12,242 — Proceeds from PRV sale 21,279 — — Other 286 507 — Total 23,349 14,523 2,620 |
EXPENSES BY NATURE (Tables)
EXPENSES BY NATURE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Expenses by nature [abstract] | |
Disclosure of cost of sales | Costs of sales in 2023, 2022 and 2021 were as follows: Amounts in $ ‘000 2023 2022 2021 Cost of inventories recognized as expenses (21,404) (17,398) (19,107) Royalty fees (2,145) — — Obsolete inventory impairments (1,663) (164) (2,035) Total (25,212) (17,562) (21,142) |
Disclosure of research and development expense | Research and development costs in 2023, 2022 and 2021 were as follows: Amounts in $ ‘000 2023 2022 2021 Employee costs (26,830) (20,595) (24,451) Amortization costs intangible assets (218) (55) (132) Impairment losses intangible assets (253) — (4,992) Depreciation Property, plant and equipment and right of use assets (1,636) (1,602) (3,152) Direct Operating Expenses (36,226) (27,107) (33,190) Other indirect research and development costs (3,751) (3,172) (4,452) Total research and development costs (68,914) (52,531) (70,369) |
Disclosure of general and administrative costs | General and administrative costs for 2023, 2022 and 2021 were as follows: Amounts in $ ‘000 2023 2022 2021 Employee costs (21,216) (14,868) (12,178) Amortization costs intangible assets (650) (492) — Depreciation PPE and right of use assets (3,118) (2,525) (857) Impairment losses PPE and right of use assets (4,663) (4,376) (5,447) Direct Operating Expenses (11,240) (9,038) (8,419) Other indirect general and administrative costs (14,990) (14,717) (10,073) Total general and administrative costs (55,877) (46,016) (36,974) |
Disclosure of marketing and sales costs | Marketing and sales costs for 2023, 2022 and 2021 were as follows: Amounts in $ ‘000 2023 2022 2021 Employee costs (44,478) (32,858) (24,125) Amortization costs intangible assets (4,985) (3,765) (4,098) Depreciation PPE and right of use assets (403) (372) (930) Direct Operating Expenses (67,366) (42,398) (28,543) Other indirect marketing and sales costs (6,817) (6,410) (1,749) Total marketing and sales costs (124,049) (85,803) (59,445) |
Disclosure of employee benefits | Employee benefit costs for 2023, 2022 and 2021 were as follows: Amounts in $ ‘000 2023 2022 2021 Salaries (71,690) (53,328) (44,202) Social security costs (8,604) (6,317) (5,318) Pension costs (2,980) (2,284) (2,179) Share-based compensation (9,251) (6,392) (9,055) Total (92,525) (68,321) (60,754) |
Disclosure of depreciation and amortization | Depreciation and amortization charges are included in: Amounts in $ ‘000 2023 2022 2021 Property, plant and equipment (1,494) (1,993) (2,158) Intangible assets (5,852) (4,312) (4,232) Total (7,346) (6,305) (6,390) Right of use assets (3,664) (2,565) (2,781) Total (3,664) (2,565) (2,781) |
OTHER FINANCIAL INCOME AND EX_2
OTHER FINANCIAL INCOME AND EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Other Financial Income And Cost [Abstract] | |
Schedule of other financial income and expenses | Amounts in $ ‘000 2023 2022 2021 Interest income 3,663 85 53 Foreign currency gains — 4,400 14,841 Other financial income 3,663 4,485 14,894 Foreign currency losses (2,971) — — Interest loans and borrowings (4,876) (4,736) (5,296) Interest leases (1,088) (622) (795) Other financial expenses (134) (105) (94) Other financial expenses (9,069) (5,463) (6,185) Total other financial income and expenses (5,406) (978) 8,709 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Income tax expense Current tax Current tax on profit for the year (5,343) (3,761) (97) Adjustments for current tax of prior periods 241 (9) 96 Total current tax expense (5,102) (3,770) (1) Deferred income tax Deferred tax on profit for the year 6,639 2,581 (8,196) Adjustments for deferred tax of prior periods (73) (124) 1,115 Total deferred tax expense 6,566 2,457 (7,081) Income tax expense 1,464 (1,313) (7,082) |
Schedule of reconciliation of statutory income tax rate with effective income tax rate | The following table reconciles the tax credit (expense) at the statutory rate to actual credit (expense) for the year in the consolidated income statement: Amounts in US$ ‘000 2023 2022 2021 Reconciliation of tax charge Profit, (loss) before taxation (12,012) 14,987 23,078 Profit, (loss) multiplied by standard rate of tax in The Netherlands 3,099 (3,866) (5,770) Effects of: Tax rate in other jurisdictions 1,123 554 307 Non-taxable income 6 2,680 370 Non deductible expenses (266) (7) (99) Share based payments (2,022) (531) (2,475) Adjustments of prior periods 168 15 655 Change in statutory applicable tax rate — (1) 555 Other (644) (157) (625) Income tax credit (expense) for the year 1,464 (1,313) (7,082) |
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 2023 2022 Total deferred tax assets 37,863 29,211 Total deferred tax liabilities (8,102) (6,238) Total net deferred tax assets /(liabilities) 29,761 22,973 |
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, 2023 and December 31, 2022 are as follows: Amounts in $ ‘000 2023 2022 Intangible assets 2,183 9,876 Lease liabilities 7,063 7,042 Accruals 4,151 2,026 Unrealized profit in inventory 8,453 3,176 Other 3,484 3,545 Tax losses 12,529 3,546 Total deferred tax assets 37,863 29,211 Amounts in $ ‘000 Intangible assets Lease liabilities Accruals Unrealized profit in inventory Other Tax losses Total At January 1, 2022 10,493 3,795 2,289 — 2,672 7,776 27,025 (Charged)/credited - to profit or loss — 3,431 (263) 3,139 607 (3,814) 3,100 - other movement — — — — (28) — (28) - to accumulated deficit — — — — 337 — 337 - currency translation (617) (184) — 37 (43) (416) (1,223) At December 31, 2022 9,876 7,042 2,026 3,176 3,545 3,546 29,211 (Charged)/credited - to profit or loss (7,806) (177) 2,103 5,077 566 8,702 8,465 - other movement — (19) 22 — (192) — (189) - to accumulated deficit — — — — (457) — (457) - currency translation 113 217 — 200 22 281 833 At December 31, 2023 2,183 7,063 4,151 8,453 3,484 12,529 37,863 The component and annual movement of deferred income tax liabilities as of December 31, 2023 and December 31, 2022 are as follows: Amounts in $ ‘000 2023 2022 Tangible fixed assets (4,865) (6,238) Other liabilities (3,237) — Total deferred tax liabilities (8,102) (6,238) Amounts in $ ‘000 Tangible fixed assets Other liabilities Total At January 1, 2022 (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) (Charged)/credited - to profit or loss 1,516 (3,414) (1,898) - other movement 13 178 191 - currency translation (156) (1) (157) At December 31, 2023 (4,865) (3,237) (8,102) |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Amounts in $ ‘000 RUCONEST® for HAE (EU) Development costs RUCONEST® licenses Joenja® license Software Total 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 January 1, 2022 — 266 54,370 25,185 4,013 83,834 Amortization charges — — (3,597) — (720) (4,317) Assets acquired — — — — 601 601 Divestments - cost — (6,431) — — — (6,431) 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 Amortization charges — — (3,681) (1,300) (884) (5,865) Impairment charges — (253) — — — (253) Assets acquired — — — — 27 27 Divestments - cost — (253) — — (18) (271) Divestment - accumulated amortization — — — — 12 12 Divestment - impairment charges — 253 — — — 253 Currency translation - cost 18 3 2,126 744 142 3,033 Currency translation - amortization (18) — (702) (26) (44) (790) Movement 2023 — (250) (2,257) (582) (765) (3,854) At cost 581 — 69,709 24,447 4,772 99,509 Accumulated: Amortization charges (581) — (24,437) (1,326) (1,898) (28,242) Carrying value at December 31, 2023 — — 45,272 23,121 2,874 71,267 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 5-15 years Machinery and equipment 5-10 years Other property, plant & equipment 5-10 years Amounts in $ ‘000 Land and land improvements Operational facilities Leasehold Improvement Machinery and equipment Other Asset under construction Total 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 January 1, 2022 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 — — — — — — — Other - cost — — — — — — — Other - 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 Investments — 32 60 682 488 175 1,437 Internal transfer - cost — — — — 6 (6) — Internal transfer - accumulated depreciation — — — — — — — Other - cost — 74 60 432 — — 566 Other - accumulated depreciation — (59) (59) (434) — — (552) Divestments — — (14) (11) (120) — (145) Impairment — — — — — — — Depreciation charges — (365) (258) (860) (919) — (2,402) Depreciation of disinvestment — — 8 6 120 — 134 Currency translation - cost — 148 158 279 66 4 655 Currency translation - accumulated depreciation — (98) (70) (183) (45) — (396) Movement 2023 — (268) (115) (89) (404) 173 (703) At cost — 4,913 5,546 9,660 5,131 179 25,429 Accumulated depreciation — (3,388) (2,487) (6,386) (3,479) — (15,740) Carrying value at December 31, 2023 — 1,525 3,059 3,274 1,652 179 9,689 |
RIGHT-OF-USE ASSETS (Tables)
RIGHT-OF-USE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 22,999 2,380 25,379 Carrying value at Accumulated depreciation (4,296) (1,140) (5,436) Carrying value at January 1, 2022 18,703 1,240 19,943 Additions 14,640 1,741 16,381 Remeasurement 426 — 426 Divestments (292) (739) (1,031) Depreciation charges (2,223) (797) (3,020) Depreciation of disinvestment 78 596 674 Impairment (3,860) — (3,860) Divestment of impaired asset 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 Additions — 1,413 1,413 Remeasurement 1,865 — 1,865 Divestments — (756) (756) Depreciation charges (2,913) (1,289) (4,202) Depreciation of disinvestment — 700 700 Impairment (4,663) — (4,663) Divestment of impaired asset — — — Currency translation - cost 873 18 891 Currency translation - accumulated depreciation (213) (11) (224) Movement 2023 (5,051) 75 (4,976) At cost 30,959 4,009 34,968 Accumulated depreciation (9,311) (1,880) (11,191) Carrying value at December 31, 2023 21,648 2,129 23,777 The statement of income shows the following amounts relating to leases: Amounts in $ ‘000 2023 2022 2021 Depreciation rights of use assets Depreciation right of use buildings (2,380) (1,781) (1,629) Depreciation right of use cars (1,284) (784) (660) Total depreciation right of use assets (3,664) (2,565) (2,289) Interest expense (Note 7) (1,088) (622) (795) Total expense right of use assets (4,752) (3,187) (3,084) |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Interest In Other Entities [Abstract] | |
Schedule of associates | % of ownership interest Name of entity Place of business 2023 2022 2021 Nature of relationship Measurement method BioConnection Investments B.V. Oss, NL 22.98 % 22.98 % 43.85 % Associate Equity $ ‘000 Carrying amount Name of entity 2023 2022 2021 BioConnection Investments B.V. Balance at January 1 2,501 7,201 7,118 Movement during the year Share in net profit (289) (1,083) 694 Release of financial guarantee — (153) (33) Dilution of equity stake — (2,991) — Currency translation 73 (473) (578) Balance at December 31 2,285 2,501 7,201 The carrying amount of this investment has changed as follows: Amounts in $ ‘000 2023 2022 Balance at January 1 6,827 — Investment — 7,933 Fair value changes (930) (1,185) Currency translation 196 79 Balance at December 31 6,093 6,827 % of ownership interest Name of entity Place of business 2023 2022 2021 Nature of relationship Measurement method Orchard Therapeutics Plc. London, UK 0.54% 1.00% 1.00% Investment Fair value The fair value as at December 31, 2023 was determined on the basis of the trading price as at that date. $ ‘000 Carrying amount Name of entity 2023 2022 2021 Orchard Therapeutics Plc. Balance at January 1 403 1,449 — Movement during the year Initial recognition — — 4,589 Fair value adjustments through OCI 1,573 (950) (3,077) Currency Translation 44 (96) (63) Balance at December 31 2,020 403 1,449 |
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 BSM model to determine the fair value of the asset: 2023 2022 Expected time to maturity 4 years 5 years Volatility 50 % 55 % Risk-free interest rate 1.99 % 2.51 % The main assumptions in determination of the equity value are shown in below table. Preference share BioConnection (in million US$) Revenue level Fair value Discount rate Fair value EBITDA margin Fair value -10.0% 3.0 -2.0% 6.9 -5.0% 4.3 -5.0% 4.8 -1.0% 6.5 -2.5% 5.3 Base case 6.1 Base case 6.1 Base case 6.1 +5.0% 7.1 +1.0% 5.7 +2.5% 6.8 +10.0% 7.9 +2.0% 5.4 +5.0% 7.3 The impact of the remaining variables on the BSM model are shown in below table: Preference share BioConnection (in million US$) Time to maturity Fair value Volatility Fair value - 2 years 6.9 -10.0% 6.8 - 1 year 6.5 -5.0% 6.4 Base case 6.1 Base Case 6.1 + 1 year 5.8 +5.0% 5.8 + 2 years 5.5 +10.0% 5.4 |
RESTRICTED CASH, CASH AND CAS_2
RESTRICTED CASH, CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Disclosure of restricted cash and cash and cash equivalents | Amounts in $ ‘000 2023 2022 Restricted cash (non-current) 1,528 1,099 Restricted cash (current) — 213 Cash and cash equivalents 61,741 207,342 Total restricted cash, cash and cash equivalents 63,269 208,654 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Inventories [Abstract] | |
Schedule of inventories | Amounts in $ ‘000 2023 2022 Finished goods 18,349 12,460 Work in progress 37,706 29,553 Raw materials 705 313 Balance at December 31 56,760 42,326 |
Schedule of changes in the adjustment to net realisable value | Changes in the adjustment to net realizable value: Amounts in $ ‘000 2023 2022 Balance at January 1 (1,971) (2,448) Addition to impairment (3,878) (164) Release of impairment — 312 Usage of impairment 1,673 195 Currency translation (100) 134 Balance at December 31 (4,276) (1,971) |
TRADE AND OTHER RECEIVABLES (Ta
TRADE AND OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Schedule of trade and other receivables | Amounts in $ ‘000 2023 2022 Trade receivables 35,408 20,964 Prepaid expenses 3,543 2,288 Value added tax 3,804 1,453 Other receivables 2,145 1,117 Taxes and social securities 1,258 1,797 Balance at December 31 46,158 27,619 |
CONVERTIBLE BONDS (Tables)
CONVERTIBLE BONDS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Balance at January 1 133,386 140,886 Interest paid (cash flow) (4,046) (3,952) Amortization transaction cost 830 784 Accrued interest 4,046 3,952 Currency translation 4,206 (8,284) Balance at December 31 138,422 133,386 - Current portion 1,824 1,768 - Non-current portion 136,598 131,618 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Leases [Abstract] | |
Schedule of lease liabilities | Lease liabilities can be specified as follows: Amounts in $ ‘000 2023 2022 Balance at January 1 33,308 20,875 Additions 1,295 15,822 Remeasurement 1,865 426 Interest expense accrued 1,193 718 Payments of lease liabilities (5,126) (3,311) Other movements (319) (348) Currency translation 907 (874) Balance at December 31 33,123 33,308 - Current portion 3,616 3,465 - Non-current portion 29,507 29,843 |
Schedule of future minimum lease liabilities | Future minimum lease payments as at December 31, 2023 and 2022 are as follows: 2023 2022 Amounts in $ ‘000 Minimum payments Present value of payments Minimum payments Present value of payments Within one year 5,071 4,995 4,644 4,535 After one year but not more than five years 16,024 14,369 15,157 13,582 More than five years 18,996 14,104 20,890 15,191 Balance at December 31 40,091 33,468 40,691 33,308 Maturity profile of financial liabilities: Amounts in $ ’000 2024 2025 2026 2027 2028 and onwards Total Prior year total Trade and other payables 72,528 — — — — 72,528 54,465 Lease Liabilities 5,071 4,548 4,143 3,729 22,600 40,091 40,691 Convertible Bonds 4,126 139,588 — — — 143,714 143,338 Total 81,725 144,136 4,143 3,729 22,600 256,333 238,494 The following table sets out an analysis for each of the period presented of the net position of the convertible bond, cash and cash equivalents and marketable securities, showing the remaining undiscounted contractual amounts due including nominal interest. Amounts in US$ ‘000 2023 2022 Cash and cash equivalents 61,741 207,342 Restricted cash 1,528 1,312 Marketable securities 151,683 — Convertible bond - repayable within one year (1,824) (1,768) Convertible bond - repayable after one year (136,598) (131,618) Net cash (debt) 76,530 75,268 Cash and cash equivalents 61,741 207,342 Restricted cash 1,528 1,312 Marketable securities 151,683 — Gross debt - fixed interest rates (138,422) (133,386) Gross debt - variable interest rates — — Net cash (debt) 76,530 75,268 |
TRADE AND OTHER PAYABLE (Tables
TRADE AND OTHER PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Trade And Other Payables [Abstract] | |
Schedule of trade and other payables | Trade and other payables as at December 31, 2023 and 2022 are as follows: Amounts in $ ‘000 2023 2022 Accounts payable 16,022 8,753 Taxes and social security 6,234 2,099 Accruals for employees 16,019 12,139 Accruals for rebates and discounts 11,643 10,490 Accrual for production 6,976 8,175 Other accruals 15,634 12,809 Balance at December 31 72,528 54,465 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023, 2022 and 2021 is specified as follows: Amounts in $ ‘000 Share-based compensation (in $ ‘000) 2023 2022 2021 Non-executive directors' remuneration 246 234 288 Employee options 1,654 2,156 3,975 Long term incentive plan 4,006 3,528 4,793 Restricted stock units 3,345 474 — Balance at December 31 9,251 6,392 9,056 |
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: 2023 2022 2021 Expected time to maturity 1-4 years 1-4 years 1-4 years Volatility 38% - 46% 36% - 50% 47% - 57% Risk-free interest rate 2.20% - 2.68% (0.48)% - 2.49% (0.52)% - (0.03)% |
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 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: 2023 2022 2021 Volatilities 42% 46% 49% Risk-free interest rates 2.34% 0.61% (0.554)% - (0.554)% Dividend yields —% —% —% |
Schedule of number and weighted average exercise prices of share options | An overview of activity in the number of options for 2023 is as follows (please also refer to Note 25. Earnings per share and diluted shares 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 (2023: 1:1.1002)): 2023 2022 2021 Number Weighted Average Exercise Price ($) Number Weighted Average Exercise Price ($) Number Weighted Average Exercise Price ($) Balance at January 1 47,596,801 0.897 52,789,478 0.911 50,106,488 0.909 Expired (205,000) 0.847 — — — — Forfeited (1,423,375) 0.992 (3,660,928) 0.847 (946,738) 1.046 Granted 270,000 1.349 4,801,938 0.902 12,081,000 0.931 Exercised (11,756,114) 0.857 (6,333,687) 0.599 (8,451,272) 0.520 Balance at December 31 34,482,312 0.952 47,596,801 0.897 52,789,478 0.911 - Vested 9,284,834 0.856 8,687,584 0.844 21,388,237 0.833 - Unvested 25,197,478 0.987 38,909,217 0.910 31,401,241 0.966 Exercise prices of options outstanding at December 31, 2023 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 (2023: 1:1.1002)): 2023 2022 2021 Exercise prices in US$ Number Exercise value Number Exercise value Number Exercise value 0.28 - 0.57 — — — — 3,482,428 1,322 0.57 – 0.85 6,739,000 4,967 26,796,675 21,847 12,290,925 10,155 0.85 – 2.83 27,743,312 24,862 20,800,126 20,895 37,016,125 36,646 Balance at December 31 34,482,312 29,828 47,596,801 42,742 52,789,478 48,123 |
Overview of number of LTIP shares granted, fair value per share, forfeited or issued | An overview of the number of LTIP shares granted in 2020-2023 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 ( 2023 : 1:1.1002)): Participant category 2023 2022 2021 2020 Total Executive Members of the Board of Directors 1,681,570 2,363,455 1,337,888 — 5,382,913 Executive Committee 4,221,870 5,816,083 6,301,400 105,000 16,444,353 Senior managers — — 812,500 930,000 1,742,500 Total 5,903,440 8,179,538 8,451,788 1,035,000 23,569,766 Fair value per share award ($) 0.880 0.517 0.887 0.923 The following table provides an overview of LTIP shares granted, forfeited or issued in 2020-2023 as well as the number of LTIP shares reserved at 31 December 2023: Participant category Granted Issued Forfeited / Unvested Reserved at December 31, 2023 Executive Members of the Board of Directors 5,382,913 — — 5,382,913 Executive Committee 16,444,353 (1,261,595) (3,708,270) 11,474,488 Senior managers 1,742,500 (36,654) (1,052,346) 653,500 Total 23,569,766 (1,298,249) (4,760,616) 17,510,901 An overview of the granted RSU's to the Company's (senior) managers, as well as the number of RSU's reserved at 31 December 2023 is as follows: Grant year Granted Issued Forfeited / Unvested Reserved at December 31, 2023 2022 4,931,000 (1,155,936) (357,250) 3,417,814 2023 7,779,250 — (10,000) 7,769,250 Total 12,710,250 (1,155,936) (367,250) 11,187,064 |
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, led 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, 2023 | |
Disclosure Of Related Party [Abstract] | |
Schedule of members of the Board of Directors | The Board of Directors has the following members: Dr. R. Peters Chair of the Board of Directors and Non-Executive Board Member Appointed September 25, 2023 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 Mr. L. Kruimer Non-Executive Board Member Mr. S. Baert Non-Executive Board Member Dr. S. de Vries Executive Board Member and Chief Executive Officer |
Schedule of Board annual compensation | For 2023 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 90,000* 40,000 97,110 43,160 Non-Executive Director 45,000 30,000 48,555 32,370 Chair Audit Committee 9,000 9,711 Member Audit Committee 3,000 3,237 Chair Remuneration Committee 6,000 6,474 Member Remuneration Committee 3,000 3,237 Chair of the Transaction Committee 6,000 6,474 Member of the Transaction Committee 3,000 3,237 Chair Governance Committee 6,000 6,474 Member Governance Committee 3,000 3,237 * Effective September 25, 2023. Until September 25, 2023: EUR 65,000 ($70,135) **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 2023, 2022 and 2021 was as follows: Amounts in $ ‘000 Year Cash Share-Based Payment Total Dr. Richard Peters 2023 26 20 46 2022 — — — 2021 — — — Mr. Paul Sekhri 2023 55 32 87 2022 72 42 114 2021 77 55 132 Ms. Deborah Jorn 2023 55 32 87 2022 55 32 87 2021 64 42 106 Ms. Barbara Yanni 2023 62 32 94 2022 53 32 85 2021 60 36 96 Dr. Mark Pykett 2023 55 32 87 2022 50 32 82 2021 57 36 93 Ms. Jabine van der Meijs 2023 62 32 94 2022 57 32 89 2021 47 24 71 Mr. Leonard Kruimer 2023 58 32 90 2022 57 32 89 2021 47 24 71 Mr. Steven Baert 2023 58 32 90 2022 55 32 87 2021 45 24 69 Mr. Barrie Ward 2023 — — — 2022 — — — 2021 23 20 43 Mr. Juergen Ernst 2023 — — — 2022 — — — 2021 — 6 6 Mr. Aad de Winter 2023 — — — 2022 — — — 2021 26 21 47 Total 2023 431 244 675 2022 399 234 633 2021 446 288 734 |
Summary of shares held by members of the Board of Directors | At December 31, 2023, the Non-Executive members of the Board of Directors held the following numbers of shares: Ordinary shares Dr. Richard Peters 17,613 Ms. Deborah Jorn 127,714 Ms. Barbara Yanni 112,123 Dr. Mark Pykett 112,123 Ms. Jabine van der Meijs 87,285 Mr. Leonard Kruimer 87,285 Mr. Steven Baert 87,285 Total 631,428 At December 31, 2023, the executive members of the board held the following numbers of shares: Shares held As at December 31, 2023 Dr. Sijmen de Vries 8,141,383 |
Schedule of related party transactions | Compensation was as follows and includes the entire year 2023, up to December 31, 2023: Amounts in $ ‘000 Fixed remuneration Short-term variable: annual bonus Share-based payments Post-employment benefits Other Total Dr Sijmen de Vries, CEO and Executive Director 2023: 673 2023: 615 2023: 1,371 2023: 115 2023: 35 2023: 2,809 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 * 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 2023 2022 2021 Salaries and other short-term employee benefits 1,756 1,463 1,522 Post-employment benefits 115 112 120 Share-based compensation 1,615 1,455 1,882 Total 3,486 3,030 3,524 |
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 2023, the exercise prices and expiration dates up to December 31, 2023 (note that the exercise price in US$ is translated using 2023 closing exchange rate (1:1.1002)): January 1, 2023 Granted 2023 Exercised in 2023 Forfeited/Expired in 2023 December 31, 2023 Exercise price ($) Expiration date Dr. Sijmen de Vries 2,800,000 — — — 2,800,000 0.886 May 22, 2024 Year Granted Settled Forfeited Not vested Reserved as at December 31, 2023 Dr. Sijmen de Vries 2023 1,681,570 — — — 1,681.570 2022 2,363,455 — — — 2,363,455 2021 1,337,888 — — — 1,337,888 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Related Party [Abstract] | |
Schedule of related party transactions | Compensation was as follows and includes the entire year 2023, up to December 31, 2023: Amounts in $ ‘000 Fixed remuneration Short-term variable: annual bonus Share-based payments Post-employment benefits Other Total Dr Sijmen de Vries, CEO and Executive Director 2023: 673 2023: 615 2023: 1,371 2023: 115 2023: 35 2023: 2,809 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 * 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 2023 2022 2021 Salaries and other short-term employee benefits 1,756 1,463 1,522 Post-employment benefits 115 112 120 Share-based compensation 1,615 1,455 1,882 Total 3,486 3,030 3,524 |
FINANCIAL RISK MANAGEMENT (Tabl
FINANCIAL RISK MANAGEMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Financial Risk Management [Abstract] | |
Disclosure of maturity analysis for non-derivative financial liabilities | Future minimum lease payments as at December 31, 2023 and 2022 are as follows: 2023 2022 Amounts in $ ‘000 Minimum payments Present value of payments Minimum payments Present value of payments Within one year 5,071 4,995 4,644 4,535 After one year but not more than five years 16,024 14,369 15,157 13,582 More than five years 18,996 14,104 20,890 15,191 Balance at December 31 40,091 33,468 40,691 33,308 Maturity profile of financial liabilities: Amounts in $ ’000 2024 2025 2026 2027 2028 and onwards Total Prior year total Trade and other payables 72,528 — — — — 72,528 54,465 Lease Liabilities 5,071 4,548 4,143 3,729 22,600 40,091 40,691 Convertible Bonds 4,126 139,588 — — — 143,714 143,338 Total 81,725 144,136 4,143 3,729 22,600 256,333 238,494 The following table sets out an analysis for each of the period presented of the net position of the convertible bond, cash and cash equivalents and marketable securities, showing the remaining undiscounted contractual amounts due including nominal interest. Amounts in US$ ‘000 2023 2022 Cash and cash equivalents 61,741 207,342 Restricted cash 1,528 1,312 Marketable securities 151,683 — Convertible bond - repayable within one year (1,824) (1,768) Convertible bond - repayable after one year (136,598) (131,618) Net cash (debt) 76,530 75,268 Cash and cash equivalents 61,741 207,342 Restricted cash 1,528 1,312 Marketable securities 151,683 — Gross debt - fixed interest rates (138,422) (133,386) Gross debt - variable interest rates — — Net cash (debt) 76,530 75,268 |
Disclosure of maturity analysis for derivative financial liabilities | Maturity profile of financial liabilities: Amounts in $ ’000 2024 2025 2026 2027 2028 and onwards Total Prior year total Trade and other payables 72,528 — — — — 72,528 54,465 Lease Liabilities 5,071 4,548 4,143 3,729 22,600 40,091 40,691 Convertible Bonds 4,126 139,588 — — — 143,714 143,338 Total 81,725 144,136 4,143 3,729 22,600 256,333 238,494 |
Disclosure of fair value of financial instruments | The following table presents the assets that are measured at fair value at year-end 2023 and 2022: 2023 2022 Amounts in $ ’000 Level 1 Level 3 Total Level 1 Level 3 Total Investments in equity instruments designated as at FVTOCI 2,020 — 2,020 403 — 403 Investments in debt instruments designated as at FVTPL — 6,093 6,093 — 6,827 6,827 Balance at December 31 2,020 6,093 8,113 403 6,827 7,230 |
Disclosure of financial assets at carrying and fair value | The following table includes carrying values and the estimated fair values of financial instruments: 2023 2022 Amounts in $ ‘000 Carrying value Fair value Carrying value Fair value Assets: Cash and cash equivalents, including restricted cash 63,269 63,269 208,654 208,654 Marketable securities 151,683 151,746 — — Trade and other receivables 46,158 46,158 27,619 27,619 Liabilities: Convertible Bond 138,422 138,422 133,386 133,386 Lease Liabilities 33,123 33,123 33,308 33,308 Trade and other payables 72,528 72,528 54,465 54,465 |
Disclosure of financial liabilities at carrying and fair value | The following table includes carrying values and the estimated fair values of financial instruments: 2023 2022 Amounts in $ ‘000 Carrying value Fair value Carrying value Fair value Assets: Cash and cash equivalents, including restricted cash 63,269 63,269 208,654 208,654 Marketable securities 151,683 151,746 — — Trade and other receivables 46,158 46,158 27,619 27,619 Liabilities: Convertible Bond 138,422 138,422 133,386 133,386 Lease Liabilities 33,123 33,123 33,308 33,308 Trade and other payables 72,528 72,528 54,465 54,465 |
Disclosure of reconciliation of liabilities arising from financing activities | Reconciliation of liabilities arising from financing activities: 2022 Cashflows Non - Cash changes 2023 Amounts in US$’000 Acquisition and disposal Interest Expense Accrued Amortized costs Fair Value Changes Other Convertible Bond 133,386 (4,046) — 4,046 830 — 4,206 * 138,422 Lease Liabilities 33,308 (5,126) 1,295 1,193 — — 2,453 33,123 Total liabilities from financing activities 166,694 (9,172) 1,295 5,239 830 — 6,659 171,545 * Represents the translation effect of convertible bonds as reflected in the consolidated statement of comprehensive income |
EARNINGS PER SHARE AND FULLY-_2
EARNINGS PER SHARE AND FULLY-DILUTED SHARES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Earnings Per Share [Abstract] | |
Schedule of basic and diluted profit (loss) per share | For the years ended December 31, 2023, 2022 and 2021, the basic and diluted profit per share are: 2023 2022 2021 Net profit (loss) attributable to equity owners of the parent (in US$’000) (10,548) 13,674 15,996 Weighted average shares outstanding 657,020,521 648,676,119 642,007,692 Basic profit (loss) per share (in US$) (0.016) 0.021 0.025 Weighted average diluted shares outstanding 725,463,948 707,141,263 701,151,525 Diluted profit (loss) per share (in US$) (0.016) 0.019 0.023 |
Schedule of movements of shares and other instruments | Movements of shares and other instruments between December 31, 2023 and April 4, 2024 are shown in the table below: December 31, 2023 Shares issued Other 4 April 2024 Shares 671,073,243 2,365,070 — 673,438,313 RSU 11,187,064 — 25,000 11,212,064 Options 34,482,312 (1,090,876) — 33,391,436 Convertible bonds 62,412,622 — — 62,412,622 LTIP 17,534,261 (1,222,839) 5,365,914 21,677,336 Issued 796,689,502 51,355 5,390,914 802,131,771 Available for issue 259,310,498 (51,355) (5,390,914) 253,868,229 Authorized share capital 1,056,000,000 — — 1,056,000,000 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 US$ ‘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, 2022 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) Movements in the year 6,042 (296) (233) 1,167 6,680 Balance at December 31, 2023 (343) 106 — (1,821) (2,057) |
CORPORATE INFORMATION (Details)
CORPORATE INFORMATION (Details) | 12 Months Ended |
Dec. 31, 2023 market | |
Corporate information and statement of IFRS compliance [abstract] | |
Number of markets (over) | 30 |
ACCOUNTING PRINCIPLES AND POL_4
ACCOUNTING PRINCIPLES AND POLICIES - Going concern (Details) $ in Millions | Dec. 31, 2023 USD ($) |
ACCOUNTING PRINCIPLES AND POLICIES [Abstract] | |
Cash and cash equivalents, restricted cash, and marketable securities | $ 215 |
ACCOUNTING PRINCIPLES AND POL_5
ACCOUNTING PRINCIPLES AND POLICIES - Foreign currency translation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
ACCOUNTING PRINCIPLES AND POLICIES [Abstract] | |||
Closing foreign exchange rate | 1.1002 | 1.0667 | 1.1334 |
Average foreign exchange rate | 1.0790 | 1.0543 | 1.186 |
ACCOUNTING PRINCIPLES AND POL_6
ACCOUNTING PRINCIPLES AND POLICIES - Intangible assets (Details) | 12 Months Ended |
Dec. 31, 2023 | |
RUCONEST® for HAE (EU) development costs | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life | 10 years |
RUCONEST® license for HAE (US) | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life | 20 years |
Remaining amortisation period of intangible assets | 13 years |
RUCONEST® license for HAE (EU) | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life | 12 years |
Remaining amortisation period of intangible assets | 8 years |
JOENJA® license for APDS | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life | 14 years |
Remaining amortisation period of intangible assets | 13 years |
Software development costs | Bottom of range | |
Disclosure of detailed information about intangible assets [line items] | |
Useful life | 3 years |
Remaining amortisation period of intangible assets | 2 years |
Software development costs | 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, 2023 | |
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 improvements | Bottom of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 5 years |
Leasehold improvements | Top of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 15 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 property, plant & equipment | Bottom of range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Deprecation period for property, plant and equipment | 5 years |
Other property, plant & equipment | 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, 2023 | |
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, 2023 | |
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, 2023 | |
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 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Number of operating segments | segment | 4 | |||
Number of reportable segments | segment | 4 | |||
Revenues | $ 245,316 | $ 205,622 | $ 198,871 | |
Gross profit | 220,104 | 188,060 | 177,729 | |
RUCONEST | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 227,134 | 205,622 | 198,871 | |
Gross profit | 204,467 | 188,060 | 177,729 | |
JOENJA | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 18,182 | 0 | 0 | |
Gross profit | 15,637 | 0 | 0 | |
US | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 239,107 | 200,082 | 193,419 | |
Gross profit | 217,858 | 186,263 | 176,266 | |
US | RUCONEST | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 221,213 | 200,082 | 193,419 | |
Gross profit | 202,441 | 186,263 | 176,266 | |
US | JOENJA | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | $ 17,900 | 17,894 | 0 | 0 |
Gross profit | 15,417 | 0 | 0 | |
Europe and RoW | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 6,209 | 5,540 | 4,933 | |
Gross profit | 2,246 | 1,797 | 1,463 | |
Europe and RoW | RUCONEST | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 5,921 | 5,540 | 5,452 | |
Gross profit | 2,026 | 1,797 | 1,463 | |
Europe and RoW | JOENJA | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 288 | 0 | 0 | |
Gross profit | $ 220 | $ 0 | $ 0 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | $ 245,316 | $ 205,622 | $ 198,871 | |
Revenue Benchmark | Customer Concentration Risk | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | $ 204,300 | $ 173,600 | $ 156,600 | |
Percentage of entity's revenue | 83% | 84% | 79% | |
Revenue Benchmark | Customer Concentration Risk | Customer One | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | $ 108,400 | $ 89,300 | $ 84,300 | |
Revenue Benchmark | Customer Concentration Risk | Customer Two | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 95,900 | 84,300 | 72,300 | |
RUCONEST | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 227,134 | 205,622 | 198,871 | |
JOENJA | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 18,182 | 0 | 0 | |
US | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 239,107 | 200,082 | 193,419 | |
US | RUCONEST | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 221,213 | 200,082 | 193,419 | |
US | JOENJA | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | $ 17,900 | 17,894 | 0 | 0 |
Europe and RoW | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 6,209 | 5,540 | 4,933 | |
Europe and RoW | RUCONEST | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 5,921 | 5,540 | 5,452 | |
Europe and RoW | JOENJA | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | $ 288 | $ 0 | $ 0 |
OTHER INCOME (Details)
OTHER INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Government Grants [Abstract] | |||
Grants | $ 1,784 | $ 1,774 | $ 2,620 |
Gain on divestment in associates | 0 | 12,242 | 0 |
Proceeds from PRV sale | 21,279 | 0 | 0 |
Other | 286 | 507 | 0 |
Total | $ 23,349 | $ 14,523 | $ 2,620 |
OTHER INCOME - Narrative (Detai
OTHER INCOME - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of attribution of expenses by nature to their function [line items] | ||||
Other income | $ 1,784 | $ 1,774 | $ 2,620 | |
Proceeds from PRV sale | $ 21,300 | 21,279 | 0 | 0 |
Previously disclosed amount of press release of currency movements | $ 21,100 | |||
Gain on divestment in associates | $ 0 | $ 12,242 | $ 0 | |
BioConnection Investments B.V. | ||||
Disclosure of attribution of expenses by nature to their function [line items] | ||||
Proportion of ownership interest in associates | 22.98% | 22.98% | 43.85% | |
Gain on divestment in associates | $ 12,200 |
EXPENSES BY NATURE - Cost of sa
EXPENSES BY NATURE - Cost of sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses by nature [abstract] | |||
Cost of inventories recognized as expenses | $ (21,404) | $ (17,398) | $ (19,107) |
Royalty fees | (2,145) | 0 | 0 |
Obsolete inventory impairments | (1,663) | (164) | (2,035) |
Total | $ (25,212) | $ (17,562) | $ (21,142) |
EXPENSES BY NATURE - Narrative
EXPENSES BY NATURE - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses By Nature [Line Items] | |||
Royalty fees | $ 2,145 | $ 0 | $ 0 |
Obsolete inventory impairments | 1,663 | 164 | 2,035 |
Research and development expense | 68,914 | 52,531 | 70,369 |
Direct operating expenses | 36,226 | 27,107 | 33,190 |
OTL-105 | |||
Expenses By Nature [Line Items] | |||
Direct operating expenses | 13,100 | ||
Impairment losses IFA | 5,000 | ||
Novartis | |||
Expenses By Nature [Line Items] | |||
Royalty fees | $ 2,100 | $ 0 | $ 0 |
EXPENSES BY NATURE - Research a
EXPENSES BY NATURE - Research and development (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses by nature [abstract] | |||
Employee costs | $ (26,830) | $ (20,595) | $ (24,451) |
Amortization costs intangible assets | (218) | (55) | (132) |
Impairment losses intangible assets | (253) | 0 | (4,992) |
Depreciation Property, plant and equipment and right of use assets | (1,636) | (1,602) | (3,152) |
Direct Operating Expenses | (36,226) | (27,107) | (33,190) |
Other indirect research and development costs | (3,751) | (3,172) | (4,452) |
Total research and development costs | $ (68,914) | $ (52,531) | $ (70,369) |
EXPENSES BY NATURE - General an
EXPENSES BY NATURE - General and administrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses by nature [abstract] | |||
Employee costs | $ (21,216) | $ (14,868) | $ (12,178) |
Amortization costs intangible assets | (650) | (492) | 0 |
Depreciation PPE and right of use assets | (3,118) | (2,525) | (857) |
Impairment losses PPE and right of use assets | (4,663) | (4,376) | (5,447) |
Direct Operating Expenses | (11,240) | (9,038) | (8,419) |
Other indirect general and administrative costs | (14,990) | (14,717) | (10,073) |
Total general and administrative costs | $ (55,877) | $ (46,016) | $ (36,974) |
EXPENSES BY NATURE - Marketing
EXPENSES BY NATURE - Marketing and sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses by nature [abstract] | |||
Employee costs | $ (44,478) | $ (32,858) | $ (24,125) |
Amortization costs intangible assets | (4,985) | (3,765) | (4,098) |
Depreciation PPE and right of use assets | (403) | (372) | (930) |
Direct Operating Expenses | (67,366) | (42,398) | (28,543) |
Other indirect marketing and sales costs | (6,817) | (6,410) | (1,749) |
Total marketing and sales costs | $ (124,049) | $ (85,803) | $ (59,445) |
EXPENSES BY NATURE - Employee b
EXPENSES BY NATURE - Employee benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses by nature [abstract] | |||
Salaries | $ (71,690) | $ (53,328) | $ (44,202) |
Social security costs | (8,604) | (6,317) | (5,318) |
Pension costs | (2,980) | (2,284) | (2,179) |
Share-based compensation | (9,251) | (6,392) | (9,055) |
Total | $ (92,525) | $ (68,321) | $ (60,754) |
EXPENSES BY NATURE - Depreciati
EXPENSES BY NATURE - Depreciation and amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant And Equipment, And Intangible Assets, Excluding Right Of Use Assets | |||
Depreciation and Amortization [Line Items] | |||
Depreciation and amortization expense | $ (7,346) | $ (6,305) | $ (6,390) |
Property, plant and equipment | |||
Depreciation and Amortization [Line Items] | |||
Depreciation and amortization expense | (1,494) | (1,993) | (2,158) |
Intangible assets | |||
Depreciation and Amortization [Line Items] | |||
Depreciation and amortization expense | (5,852) | (4,312) | (4,232) |
Right of use assets | |||
Depreciation and Amortization [Line Items] | |||
Depreciation and amortization expense | $ (3,664) | $ (2,565) | $ (2,781) |
OTHER FINANCIAL INCOME AND EX_3
OTHER FINANCIAL INCOME AND EXPENSES - Schedule of other financial income and expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Other Financial Income And Cost [Abstract] | |||
Interest income | $ 3,663 | $ 85 | $ 53 |
Foreign currency gains | 0 | 4,400 | 14,841 |
Other financial income | 3,663 | 4,485 | 14,894 |
Foreign currency losses | (2,971) | 0 | 0 |
Interest loans and borrowings | (4,876) | (4,736) | (5,296) |
Interest leases | (1,088) | (622) | (795) |
Other financial expenses | (134) | (105) | (94) |
Other financial expenses | (9,069) | (5,463) | (6,185) |
Total other financial income and expenses | $ (5,406) | $ (978) | $ 8,709 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax | |||
Current tax on profit for the year | $ (5,343) | $ (3,761) | $ (97) |
Adjustments for current tax of prior periods | 241 | (9) | 96 |
Total current tax expense | (5,102) | (3,770) | (1) |
Deferred income tax | |||
Deferred tax on profit for the year | 6,639 | 2,581 | (8,196) |
Adjustments for deferred tax of prior periods | (73) | (124) | 1,115 |
Total deferred tax expense | 6,566 | 2,457 | (7,081) |
Income tax expense | $ 1,464 | $ (1,313) | $ (7,082) |
INCOME TAX - Schedule of reconc
INCOME TAX - Schedule of reconciliation of tax credit (expense) at statutory rate to actual credit (expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of tax charge | |||
Profit, (loss) before taxation | $ (12,012) | $ 14,987 | $ 23,078 |
Profit, (loss) multiplied by standard rate of tax in The Netherlands | 3,099 | (3,866) | (5,770) |
Effects of: | |||
Tax rate in other jurisdictions | 1,123 | 554 | 307 |
Non-taxable income | 6 | 2,680 | 370 |
Non deductible expenses | (266) | (7) | (99) |
Share based payments | (2,022) | (531) | (2,475) |
Adjustments of prior periods | 168 | 15 | 655 |
Change in statutory applicable tax rate | 0 | (1) | 555 |
Other | (644) | (157) | (625) |
Income tax expense | $ 1,464 | $ (1,313) | $ (7,082) |
INCOME TAX - Schedule of balanc
INCOME TAX - Schedule of balance of the net deferred tax asset (liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Income Tax [Abstract] | |||
Total deferred tax assets | $ 37,863 | $ 29,211 | $ 27,025 |
Total deferred tax liabilities | (8,102) | (6,238) | $ (5,809) |
Total net deferred tax assets /(liabilities) | $ 29,761 | $ 22,973 |
INCOME TAX - Schedule of the si
INCOME TAX - Schedule of the significant components of deferred income tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets [line items] | |||
Total deferred tax assets | $ 37,863 | $ 29,211 | $ 27,025 |
Intangible assets | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | 2,183 | 9,876 | 10,493 |
Lease liabilities | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | 7,063 | 7,042 | 3,795 |
Accruals | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | 4,151 | 2,026 | 2,289 |
Unrealized profit in inventory | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | 8,453 | 3,176 | 0 |
Other | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | 3,484 | 3,545 | 2,672 |
Tax losses | |||
Deferred tax assets [line items] | |||
Total deferred tax assets | $ 12,529 | $ 3,546 | $ 7,776 |
INCOME TAX - Summary of movemen
INCOME TAX - Summary of movement in deferred tax assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | $ 29,211 | $ 27,025 |
Deferred tax assets | 37,863 | 29,211 |
Total | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax (charged)/credited to profit or loss | 8,465 | 3,100 |
Deferred tax (charged)/credited to other movement | (189) | (28) |
Deferred tax (charged)/credited to accumulated deficit | (457) | 337 |
Deferred tax (charged)/credited to currency translation | 833 | (1,223) |
Intangible assets | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 9,876 | 10,493 |
Deferred tax (charged)/credited to profit or loss | (7,806) | 0 |
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 | 113 | (617) |
Deferred tax assets | 2,183 | 9,876 |
Lease liabilities | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 7,042 | 3,795 |
Deferred tax (charged)/credited to profit or loss | (177) | 3,431 |
Deferred tax (charged)/credited to other movement | (19) | 0 |
Deferred tax (charged)/credited to accumulated deficit | 0 | 0 |
Deferred tax (charged)/credited to currency translation | 217 | (184) |
Deferred tax assets | 7,063 | 7,042 |
Accruals | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 2,026 | 2,289 |
Deferred tax (charged)/credited to profit or loss | 2,103 | (263) |
Deferred tax (charged)/credited to other movement | 22 | 0 |
Deferred tax (charged)/credited to accumulated deficit | 0 | 0 |
Deferred tax (charged)/credited to currency translation | 0 | 0 |
Deferred tax assets | 4,151 | 2,026 |
Unrealized profit in inventory | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 3,176 | 0 |
Deferred tax (charged)/credited to profit or loss | 5,077 | 3,139 |
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 | 200 | 37 |
Deferred tax assets | 8,453 | 3,176 |
Other | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 3,545 | 2,672 |
Deferred tax (charged)/credited to profit or loss | 566 | 607 |
Deferred tax (charged)/credited to other movement | (192) | (28) |
Deferred tax (charged)/credited to accumulated deficit | (457) | 337 |
Deferred tax (charged)/credited to currency translation | 22 | (43) |
Deferred tax assets | 3,484 | 3,545 |
Tax losses | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 3,546 | 7,776 |
Deferred tax (charged)/credited to profit or loss | 8,702 | (3,814) |
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 | 281 | (416) |
Deferred tax assets | $ 12,529 | $ 3,546 |
INCOME TAX - Narrative (Details
INCOME TAX - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure Of Income Tax [Abstract] | ||
Current net deferred tax assets | $ 10.5 | $ 5.4 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Liabilities [Line Items] | |||
Total deferred tax liabilities | $ (8,102) | $ (6,238) | $ (5,809) |
Tangible fixed assets | |||
Deferred Tax Liabilities [Line Items] | |||
Total deferred tax liabilities | (4,865) | (6,238) | (4,149) |
Other liabilities | |||
Deferred Tax Liabilities [Line Items] | |||
Total deferred tax liabilities | $ (3,237) | $ 0 | $ (1,660) |
INCOME TAX - Summary of movem_2
INCOME TAX - Summary of movement in deferred tax liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax liabilities | $ (6,238) | $ (5,809) |
Deferred tax liabilities | (8,102) | (6,238) |
Total | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax (charged)/credited to profit or loss | (1,898) | (642) |
Deferred tax (charged)/credited to other movement | 191 | 28 |
Deferred tax (charged)/credited to currency translation | (157) | 185 |
Tangible fixed assets | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax liabilities | (6,238) | (4,149) |
Deferred tax (charged)/credited to profit or loss | 1,516 | (2,302) |
Deferred tax (charged)/credited to other movement | 13 | 28 |
Deferred tax (charged)/credited to currency translation | (156) | 185 |
Deferred tax liabilities | (4,865) | (6,238) |
Other liabilities | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax liabilities | 0 | (1,660) |
Deferred tax (charged)/credited to profit or loss | (3,414) | 1,660 |
Deferred tax (charged)/credited to other movement | 178 | 0 |
Deferred tax (charged)/credited to currency translation | (1) | 0 |
Deferred tax liabilities | $ (3,237) | $ 0 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | $ 75,121 | $ 83,834 |
Amortization charges | (5,865) | (4,317) |
Impairment charges | (253) | |
Assets acquired | 27 | 601 |
Movement | (3,854) | (8,713) |
Intangible assets other than goodwill at period end | 71,267 | 75,121 |
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 | |
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 | 250 | 266 |
Amortization charges | 0 | 0 |
Impairment charges | (253) | |
Assets acquired | 0 | 0 |
Movement | (250) | (16) |
Intangible assets other than goodwill at period end | 0 | 250 |
RUCONEST® licenses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 47,529 | 54,370 |
Amortization charges | (3,681) | (3,597) |
Impairment charges | 0 | |
Assets acquired | 0 | 0 |
Movement | (2,257) | (6,841) |
Intangible assets other than goodwill at period end | 45,272 | 47,529 |
Joenja® license | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 23,703 | 25,185 |
Amortization charges | (1,300) | 0 |
Impairment charges | 0 | |
Assets acquired | 0 | 0 |
Movement | (582) | (1,482) |
Intangible assets other than goodwill at period end | 23,121 | 23,703 |
Software | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 3,639 | 4,013 |
Amortization charges | (884) | (720) |
Impairment charges | 0 | |
Assets acquired | 27 | 601 |
Movement | (765) | (374) |
Intangible assets other than goodwill at period end | 2,874 | 3,639 |
Gross carrying amount, at cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 96,720 | 109,029 |
Divestments | (271) | (6,431) |
Currency translation | 3,033 | (6,479) |
Intangible assets other than goodwill at period end | 99,509 | 96,720 |
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 | 563 | 598 |
Divestments | 0 | 0 |
Currency translation | 18 | (35) |
Intangible assets other than goodwill at period end | 581 | 563 |
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 | 250 | 7,180 |
Divestments | (253) | (6,431) |
Currency translation | 3 | (499) |
Intangible assets other than goodwill at period end | 0 | 250 |
Gross carrying amount, at cost | RUCONEST® licenses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 67,583 | 71,811 |
Divestments | 0 | 0 |
Currency translation | 2,126 | (4,228) |
Intangible assets other than goodwill at period end | 69,709 | 67,583 |
Gross carrying amount, at cost | Joenja® license | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 23,703 | 25,185 |
Divestments | 0 | 0 |
Currency translation | 744 | (1,482) |
Intangible assets other than goodwill at period end | 24,447 | 23,703 |
Gross carrying amount, at cost | Software | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 4,621 | 4,255 |
Divestments | (18) | 0 |
Currency translation | 142 | (235) |
Intangible assets other than goodwill at period end | 4,772 | 4,621 |
Accumulated Amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | (21,599) | (18,281) |
Divestments | 12 | |
Currency translation | (790) | 999 |
Intangible assets other than goodwill at period end | (28,242) | (21,599) |
Accumulated Amortization | RUCONEST® for HAE (EU) | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | (563) | (598) |
Divestments | 0 | |
Currency translation | (18) | 35 |
Intangible assets other than goodwill at period end | (581) | (563) |
Accumulated Amortization | Development costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 0 |
Divestments | 0 | |
Currency translation | 0 | 0 |
Intangible assets other than goodwill at period end | 0 | 0 |
Accumulated Amortization | RUCONEST® licenses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | (20,054) | (17,441) |
Divestments | 0 | |
Currency translation | (702) | 984 |
Intangible assets other than goodwill at period end | (24,437) | (20,054) |
Accumulated Amortization | Joenja® license | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | 0 |
Divestments | 0 | |
Currency translation | (26) | 0 |
Intangible assets other than goodwill at period end | (1,326) | 0 |
Accumulated Amortization | Software | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | (982) | (242) |
Divestments | 12 | |
Currency translation | (44) | (20) |
Intangible assets other than goodwill at period end | (1,898) | (982) |
Accumulated impairment | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | (6,914) |
Divestments | 253 | 6,431 |
Currency translation | 483 | |
Intangible assets other than goodwill at period end | 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 | |
Intangible assets other than goodwill at period end | 0 | |
Accumulated impairment | Development costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets other than goodwill at beginning of period | 0 | (6,914) |
Divestments | 253 | 6,431 |
Currency translation | 483 | |
Intangible assets other than goodwill at period end | 0 | |
Accumulated impairment | RUCONEST® 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 | |
Intangible assets other than goodwill at period end | 0 | |
Accumulated impairment | Joenja® 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 | |
Intangible assets other than goodwill at period end | 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 | |
Intangible assets other than goodwill at period end | $ 0 |
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, 2023 | Dec. 31, 2022 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | $ 10,392 | $ 13,222 |
Investments | 1,437 | 1,376 |
Divestments | (145) | (6,799) |
Impairment | 0 | (517) |
Depreciation charges | (2,402) | (2,635) |
Depreciation of disinvestment | 134 | 6,445 |
Movement | (703) | (2,830) |
Property, plant and equipment at end of period | 9,689 | 10,392 |
At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 22,916 | 30,558 |
Internal transfer | 0 | 0 |
Other | 566 | 0 |
Currency translation | 655 | (1,702) |
Property, plant and equipment at end of period | 25,429 | 22,916 |
Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (12,524) | (17,336) |
Internal transfer | 0 | 0 |
Other | (552) | 0 |
Currency translation | (396) | 1,002 |
Property, plant and equipment at end of period | (15,740) | (12,524) |
Land and land improvements | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 0 | 31 |
Investments | 0 | 0 |
Divestments | 0 | (29) |
Impairment | 0 | 0 |
Depreciation charges | 0 | 0 |
Depreciation of disinvestment | 0 | 0 |
Movement | 0 | (31) |
Property, plant and equipment at end of period | 0 | 0 |
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 | 0 | 31 |
Internal transfer | 0 | 0 |
Other | 0 | 0 |
Currency translation | 0 | (2) |
Property, plant and equipment at end of period | 0 | 0 |
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 |
Other | 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 | 1,793 | 2,361 |
Investments | 32 | 54 |
Divestments | 0 | (214) |
Impairment | 0 | (72) |
Depreciation charges | (365) | (403) |
Depreciation of disinvestment | 0 | 214 |
Movement | (268) | (568) |
Property, plant and equipment at end of period | 1,525 | 1,793 |
Operational facilities | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 4,659 | 5,200 |
Internal transfer | 0 | 0 |
Other | 74 | 0 |
Currency translation | 148 | (309) |
Property, plant and equipment at end of period | 4,913 | 4,659 |
Operational facilities | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (2,866) | (2,839) |
Internal transfer | 0 | 0 |
Other | (59) | 0 |
Currency translation | (98) | 162 |
Property, plant and equipment at end of period | (3,388) | (2,866) |
Leasehold Improvement | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 3,174 | 3,671 |
Investments | 60 | 15 |
Divestments | (14) | (107) |
Impairment | 0 | (55) |
Depreciation charges | (258) | (294) |
Depreciation of disinvestment | 8 | 107 |
Movement | (115) | (497) |
Property, plant and equipment at end of period | 3,059 | 3,174 |
Leasehold Improvement | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 5,282 | 5,706 |
Internal transfer | 0 | 42 |
Other | 60 | 0 |
Currency translation | 158 | (319) |
Property, plant and equipment at end of period | 5,546 | 5,282 |
Leasehold Improvement | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (2,108) | (2,035) |
Internal transfer | 0 | 0 |
Other | (59) | 0 |
Currency translation | (70) | 114 |
Property, plant and equipment at end of period | (2,487) | (2,108) |
Machinery and equipment | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 3,363 | 4,268 |
Investments | 682 | 797 |
Divestments | (11) | (6,422) |
Impairment | 0 | (377) |
Depreciation charges | (860) | (1,116) |
Depreciation of disinvestment | 6 | 6,097 |
Movement | (89) | (905) |
Property, plant and equipment at end of period | 3,274 | 3,363 |
Machinery and equipment | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 8,278 | 14,840 |
Internal transfer | 0 | 380 |
Other | 432 | 0 |
Currency translation | 279 | (940) |
Property, plant and equipment at end of period | 9,660 | 8,278 |
Machinery and equipment | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (4,915) | (10,572) |
Internal transfer | 0 | 0 |
Other | (434) | 0 |
Currency translation | (183) | 676 |
Property, plant and equipment at end of period | (6,386) | (4,915) |
Other | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 2,056 | 2,268 |
Investments | 488 | 504 |
Divestments | (120) | (27) |
Impairment | 0 | (13) |
Depreciation charges | (919) | (822) |
Depreciation of disinvestment | 120 | 27 |
Movement | (404) | (212) |
Property, plant and equipment at end of period | 1,652 | 2,056 |
Other | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 4,691 | 4,158 |
Internal transfer | 6 | 170 |
Other | 0 | 0 |
Currency translation | 66 | (101) |
Property, plant and equipment at end of period | 5,131 | 4,691 |
Other | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (2,635) | (1,890) |
Internal transfer | 0 | 0 |
Other | 0 | 0 |
Currency translation | (45) | 50 |
Property, plant and equipment at end of period | (3,479) | (2,635) |
Asset under construction | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 6 | 623 |
Investments | 175 | 6 |
Divestments | 0 | 0 |
Impairment | 0 | 0 |
Depreciation charges | 0 | 0 |
Depreciation of disinvestment | 0 | 0 |
Movement | 173 | (617) |
Property, plant and equipment at end of period | 179 | 6 |
Asset under construction | At cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 6 | 623 |
Internal transfer | (6) | (592) |
Other | 0 | 0 |
Currency translation | 4 | (31) |
Property, plant and equipment at end of period | 179 | 6 |
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 |
Other | 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Capital expenditure for property, plant and equipment | $ 1,437 | $ 1,376 | $ 10,739 |
Depreciation charges | 2,402 | 2,635 | |
Depreciation expense charged to the statement of income | 1,500 | 1,600 | |
Manufacturing Equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Depreciation charges | 860 | 1,116 | |
Manufacturing Equipment | Inventories | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Depreciation charges | $ 900 | $ 1,000 |
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, 2023 | Dec. 31, 2022 | |
Disclosure of quantitative information about right-of-use assets [line items] | ||
Value of right-of-use assets at period start | $ 28,753 | $ 19,943 |
Additions | 1,413 | 16,381 |
Remeasurement | 1,865 | 426 |
Divestments | (756) | (1,031) |
Depreciation charges | (4,202) | (3,020) |
Depreciation of disinvestment | 700 | 674 |
Impairment | (4,663) | (3,860) |
Divestment of impaired asset | 0 | 59 |
Movement | (4,976) | 8,810 |
Value of right-of-use assets at period end | 23,777 | 28,753 |
At cost | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Value of right-of-use assets at period start | 36,218 | 25,379 |
Currency translation | 891 | (1,077) |
Value of right-of-use assets at period end | 34,968 | 36,218 |
Accumulated Amortization | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Value of right-of-use assets at period start | (7,465) | (5,436) |
Currency translation | (224) | 258 |
Value of right-of-use assets at period end | (11,191) | (7,465) |
Buildings | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Value of right-of-use assets at period start | 26,699 | 18,703 |
Additions | 0 | 14,640 |
Remeasurement | 1,865 | 426 |
Divestments | 0 | (292) |
Depreciation charges | (2,913) | (2,223) |
Depreciation of disinvestment | 0 | 78 |
Impairment | (4,663) | (3,860) |
Divestment of impaired asset | 0 | 59 |
Movement | (5,051) | 7,996 |
Value of right-of-use assets at period end | 21,648 | 26,699 |
Buildings | At cost | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Value of right-of-use assets at period start | 32,884 | 22,999 |
Currency translation | 873 | (1,029) |
Value of right-of-use assets at period end | 30,959 | 32,884 |
Buildings | Accumulated Amortization | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Value of right-of-use assets at period start | (6,185) | (4,296) |
Currency translation | (213) | 197 |
Value of right-of-use assets at period end | (9,311) | (6,185) |
Cars | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Value of right-of-use assets at period start | 2,054 | 1,240 |
Additions | 1,413 | 1,741 |
Remeasurement | 0 | 0 |
Divestments | (756) | (739) |
Depreciation charges | (1,289) | (797) |
Depreciation of disinvestment | 700 | 596 |
Impairment | 0 | 0 |
Divestment of impaired asset | 0 | 0 |
Movement | 75 | 814 |
Value of right-of-use assets at period end | 2,129 | 2,054 |
Cars | At cost | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Value of right-of-use assets at period start | 3,334 | 2,380 |
Currency translation | 18 | (48) |
Value of right-of-use assets at period end | 4,009 | 3,334 |
Cars | Accumulated Amortization | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Value of right-of-use assets at period start | (1,280) | (1,140) |
Currency translation | (11) | 61 |
Value of right-of-use assets at period end | $ (1,880) | $ (1,280) |
RIGHT-OF-USE ASSETS - Narrative
RIGHT-OF-USE ASSETS - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disclosure of quantitative information about right-of-use assets [line items] | |||
Additions | $ 1,413 | $ 16,381 | |
Impairment | (4,663) | (3,860) | |
Right-of-use assets | 23,777 | 28,753 | $ 19,943 |
Depreciation included in inventory | 500 | 500 | 500 |
Depreciation charges | $ 3,664 | 2,565 | 2,289 |
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 | 14 years | ||
Buildings | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Additions | $ 0 | 14,640 | |
Impairment | (4,663) | (3,860) | |
Right-of-use assets | 21,648 | 26,699 | 18,703 |
Depreciation charges | 2,380 | 1,781 | $ 1,629 |
Buildings | DSP Facility At Pivot Park, OSS | |||
Disclosure of quantitative information about right-of-use assets [line items] | |||
Additions | 14,600 | ||
Impairment | 4,700 | 3,900 | |
Right-of-use assets | $ 5,500 | $ 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 | 0.0438 | 0.0447 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Total depreciation right of use assets | $ (3,664) | $ (2,565) | $ (2,289) |
Interest expense | (1,088) | (622) | (795) |
Total expense right of use assets | (4,752) | (3,187) | (3,084) |
Buildings | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Total depreciation right of use assets | (2,380) | (1,781) | (1,629) |
Cars | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Total depreciation right of use assets | $ (1,284) | $ (784) | $ (660) |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) $ in Thousands, € in Millions | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disclosure of associates [line items] | ||||
Net cash proceeds financial assets | $ 0 | $ 7,300 | $ 0 | |
Gain on divestment in associates | $ 0 | $ 12,242 | $ 0 | |
BioConnection Investments B.V. | ||||
Disclosure of associates [line items] | ||||
Proportion of ownership interest in associates | 22.98% | 22.98% | 22.98% | 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of associates [line items] | |||
Investments in associates accounted for using equity method | $ 2,501 | ||
Investments in associates accounted for using equity method | $ 2,285 | $ 2,501 | |
BioConnection Investments B.V. | |||
Disclosure of associates [line items] | |||
Proportion of ownership interest in associates | 22.98% | 22.98% | 43.85% |
Investments in associates accounted for using equity method | $ 2,501 | $ 7,201 | $ 7,118 |
Share in net profit | (289) | (1,083) | 694 |
Release of financial guarantee | 0 | (153) | (33) |
Dilution of equity stake | 0 | (2,991) | 0 |
Currency translation | 73 | (473) | (578) |
Investments in associates accounted for using equity method | $ 2,285 | $ 2,501 | $ 7,201 |
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, 2023 year | Dec. 31, 2022 year |
Expected time to maturity | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 4 | 5 |
Volatility | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.50 | 0.55 |
Risk-free interest rate | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.0199 | 0.0251 |
INVESTMENTS - Investment in deb
INVESTMENTS - Investment in debt instruments designated as at FVTPL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of associates [line items] | |||
Carrying amount of investments for debt instrument at FVTPL, beginning balance | $ 6,827 | ||
Investment | 0 | $ 0 | $ 4,589 |
Carrying amount of investments for debt instrument at FVTPL, ending balance | 6,093 | 6,827 | |
BioConnection Investments B.V. | |||
Disclosure of associates [line items] | |||
Carrying amount of investments for debt instrument at FVTPL, beginning balance | 6,827 | 0 | |
Investment | 0 | 7,933 | |
Fair value changes | (930) | (1,185) | |
Currency translation | 196 | 79 | |
Carrying amount of investments for debt instrument at FVTPL, ending balance | $ 6,093 | $ 6,827 | $ 0 |
INVESTMENTS - Sensitivity analy
INVESTMENTS - Sensitivity analysis (Details) $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Disclosure of associates [line items] | ||
Assets | $ 462,854 | $ 425,797 |
Revenue level | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input One | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.100) | |
Assets | $ 3,000 | |
Revenue level | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Two | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.050) | |
Assets | $ 4,800 | |
Revenue level | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Three | ||
Disclosure of associates [line items] | ||
Assets | $ 6,100 | |
Revenue level | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Four | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.050 | |
Assets | $ 7,100 | |
Revenue level | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Five | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.100 | |
Assets | $ 7,900 | |
Discount rate | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input One | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.020) | |
Assets | $ 6,900 | |
Discount rate | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Two | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.010) | |
Assets | $ 6,500 | |
Discount rate | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Three | ||
Disclosure of associates [line items] | ||
Assets | $ 6,100 | |
Discount rate | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Four | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.010 | |
Assets | $ 5,700 | |
Discount rate | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Five | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.020 | |
Assets | $ 5,400 | |
EBITDA margin | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input One | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.050) | |
Assets | $ 4,300 | |
EBITDA margin | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Two | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.025) | |
Assets | $ 5,300 | |
EBITDA margin | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Three | ||
Disclosure of associates [line items] | ||
Assets | $ 6,100 | |
EBITDA margin | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Four | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.025 | |
Assets | $ 6,800 | |
EBITDA margin | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Five | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.050 | |
Assets | $ 7,300 | |
Time to maturity | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input One | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (2) | |
Assets | $ 6,900 | |
Time to maturity | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Two | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (1) | |
Assets | $ 6,500 | |
Time to maturity | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Three | ||
Disclosure of associates [line items] | ||
Assets | $ 6,100 | |
Time to maturity | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Four | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 1 | |
Assets | $ 5,800 | |
Time to maturity | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Five | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 2 | |
Assets | $ 5,500 | |
Volatility | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input One | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.100) | |
Assets | $ 6,800 | |
Volatility | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Two | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | (0.050) | |
Assets | $ 6,400 | |
Volatility | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Three | ||
Disclosure of associates [line items] | ||
Assets | $ 6,100 | |
Volatility | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Four | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.050 | |
Assets | $ 5,800 | |
Volatility | Preference shares | BioConnection Investments B.V. | At fair value | Sensitivity Input Five | ||
Disclosure of associates [line items] | ||
Significant unobservable input, assets | 0.100 | |
Assets | $ 5,400 |
INVESTMENTS - Investment in equ
INVESTMENTS - Investment in equity instruments designated as at fair value through other comprehensive income narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 01, 2021 USD ($) | Apr. 04, 2024 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 05, 2023 $ / shares | Dec. 31, 2020 USD ($) | |
Disclosure of associates [line items] | ||||||||
Investment in equity instruments designated as at FVTOCI | $ 2,020 | $ 403 | ||||||
Kyowa Kirin Co. LTD | Orchard Therapeutics Plc. | ||||||||
Disclosure of associates [line items] | ||||||||
Cash price per share (in usd per share) | $ / shares | $ 16 | |||||||
Additional contingent value right per share (in usd per share) | $ / shares | 1 | |||||||
Total investment share price acquired per share (in usd per share) | $ / shares | $ 17 | |||||||
Orchard Therapeutics Plc. | ||||||||
Disclosure of associates [line items] | ||||||||
Proportion of ownership interest in associates | 0.54% | 1% | 1% | |||||
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 | |||||||
Investment in equity instruments designated as at FVTOCI | $ 1,449 | $ 2,020 | $ 403 | $ 1,449 | $ 0 | |||
Ordinary shares traded at stock exchange (in percentage) | 0.995 | |||||||
Orchard Therapeutics Plc. | Major ordinary share transactions | ||||||||
Disclosure of associates [line items] | ||||||||
Proceeds from sales of investments other than investments accounted for using equity method | $ 2,000 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of associates [line items] | |||
Non-current investments in equity instruments designated at fair value through other comprehensive income at start of the period | $ 403 | ||
Initial recognition | 0 | $ 0 | $ 4,589 |
Non-current investments in equity instruments designated at fair value through other comprehensive income at end of period | $ 2,020 | $ 403 | |
Orchard Therapeutics Plc. | |||
Disclosure of associates [line items] | |||
Proportion of ownership interest in associates | 0.54% | 1% | 1% |
Non-current investments in equity instruments designated at fair value through other comprehensive income at start of the period | $ 403 | $ 1,449 | $ 0 |
Initial recognition | 0 | 0 | 4,589 |
Fair value adjustments through OCI | 1,573 | (950) | (3,077) |
Currency Translation | 44 | (96) | (63) |
Non-current investments in equity instruments designated at fair value through other comprehensive income at end of period | $ 2,020 | $ 403 | $ 1,449 |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Marketable securities | $ 151,683 | $ 0 |
Accrued interest | $ 700 |
RESTRICTED CASH, CASH AND CAS_3
RESTRICTED CASH, CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subclassifications of assets, liabilities and equities [abstract] | ||||
Restricted cash (non-current) | $ 1,528 | $ 1,099 | ||
Restricted cash (current) | 0 | 213 | ||
Cash and cash equivalents | 61,741 | 207,342 | $ 191,924 | $ 205,159 |
Total restricted cash, cash and cash equivalents | $ 63,269 | $ 208,654 |
RESTRICTED CASH, CASH AND CAS_4
RESTRICTED CASH, CASH AND CASH EQUIVALENTS - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Restricted cash | $ 1,528 | $ 1,312 |
INVENTORIES - Schedule of inven
INVENTORIES - Schedule of inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure Of Inventories [Abstract] | ||
Finished goods | $ 18,349 | $ 12,460 |
Work in progress | 37,706 | 29,553 |
Raw materials | 705 | 313 |
Total current inventories | $ 56,760 | $ 42,326 |
INVENTORIES - Schedule of chang
INVENTORIES - Schedule of changes in the adjustment to net realisable value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventories [Line Items] | ||
Balance at January 1 | $ 42,326 | |
Balance at December 31 | 56,760 | $ 42,326 |
Adjustment for Net Realisable Value | ||
Inventories [Line Items] | ||
Balance at January 1 | (1,971) | (2,448) |
Addition to impairment | (3,878) | (164) |
Release of impairment | 0 | 312 |
Usage of impairment | 1,673 | 195 |
Currency translation | (100) | 134 |
Balance at December 31 | $ (4,276) | $ (1,971) |
INVENTORIES - Narrative (Detail
INVENTORIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories [Line Items] | |||
Inventories | $ 56,760 | $ 42,326 | |
Cost of sales | 25,212 | 17,562 | $ 21,142 |
Cost of inventory | |||
Inventories [Line Items] | |||
Cost of sales | 21,400 | 17,400 | 19,100 |
Adjustment for Net Realisable Value | |||
Inventories [Line Items] | |||
Inventories | $ (4,276) | $ (1,971) | $ (2,448) |
TRADE AND OTHER RECEIVABLES (De
TRADE AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Trade receivables | $ 35,408 | $ 20,964 |
Prepaid expenses | 3,543 | 2,288 |
Value added tax | 3,804 | 1,453 |
Other receivables | 2,145 | 1,117 |
Taxes and social securities | 1,258 | 1,797 |
Trade and other current receivables | $ 46,158 | $ 27,619 |
CONVERTIBLE BONDS - Schedule of
CONVERTIBLE BONDS - Schedule of recognition and movements of convertible bonds (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about borrowings [line items] | |||
Interest paid (cash flow) | $ (4,046) | $ (3,952) | $ (4,448) |
2025 Convertible Bonds | |||
Disclosure of detailed information about borrowings [line items] | |||
Borrowings at the beginning of the period | 133,386 | 140,886 | |
Interest paid (cash flow) | (4,046) | (3,952) | |
Amortization transaction cost | 830 | 784 | |
Accrued interest | 4,046 | 3,952 | |
Currency translation | 4,206 | (8,284) | |
Borrowings at the end of the period | 138,422 | 133,386 | $ 140,886 |
Current portion | 1,824 | 1,768 | |
Non-current portion | $ 136,598 | $ 131,618 |
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] | |||
Original equity component, initial recognition amount | $ | $ 1.6 | ||
2025 Convertible Bonds | |||
Convertible Bonds [Line Items] | |||
Notional amount | € | € 125 | ||
Conversion price of bonds into ordinary shares (in euro per share) | € / shares | € 2.0028 | ||
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, 2023 | Dec. 31, 2022 | |
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Balance at 1 January | $ 33,308 | $ 20,875 |
Interest expense accrued | 5,239 | |
Payments of lease liabilities | (9,172) | |
Other movements | (319) | (348) |
Currency translation | 907 | (874) |
Balance at 31 December | 33,123 | 33,308 |
Current portion | 3,616 | 3,465 |
Non-current portion | 29,507 | 29,843 |
Lease Liabilities | ||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Additions | 1,295 | 15,822 |
Remeasurement | 1,865 | 426 |
Interest expense accrued | 1,193 | 718 |
Payments of lease liabilities | $ (5,126) | $ (3,311) |
LEASES - Future minimum payment
LEASES - Future minimum payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | $ 40,091 | $ 40,691 | |
Present value of payments | 33,123 | 33,308 | $ 20,875 |
Minimum payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | 40,091 | 40,691 | |
Present value of payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Present value of payments | 33,468 | 33,308 | |
Within one year | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | 5,071 | ||
Within one year | Minimum payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | 5,071 | 4,644 | |
Within one year | Present value of payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Present value of payments | 4,995 | 4,535 | |
After one year but not more than five years | Minimum payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | 16,024 | 15,157 | |
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 | 14,369 | 13,582 | |
More than five years | Minimum payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Minimum payments | 18,996 | 20,890 | |
More than five years | Present value of payments | |||
Disclosure Of Maturity Analysis Of Lease Liabilities [Line Items] | |||
Present value of payments | $ 14,104 | $ 15,191 |
TRADE AND OTHER PAYABLE - Sched
TRADE AND OTHER PAYABLE - Schedule of trade and other payables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure Of Trade And Other Payables [Abstract] | ||
Accounts payable | $ 16,022 | $ 8,753 |
Taxes and social security | 6,234 | 2,099 |
Accruals for employees | 16,019 | 12,139 |
Accruals for rebates and discounts | 11,643 | 10,490 |
Accrual for production | 6,976 | 8,175 |
Other accruals | 15,634 | 12,809 |
Balance of trade and other payables at end of period | $ 72,528 | $ 54,465 |
SHARE-BASED COMPENSATION - Gene
SHARE-BASED COMPENSATION - General information (Details) $ in Thousands | 12 Months Ended | 31 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 non-executiveDirector 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 | $ 9,251 | $ 6,392 | $ 9,056 | |
Restricted stock units | ||||
Share based compensation [Line Items] | ||||
Share-based compensation | $ 3,345 | $ 474 | $ 0 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of total expensed for share based payment plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Share-based compensation | $ 9,251 | $ 6,392 | $ 9,056 |
Non-executive directors' remuneration | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Share-based compensation | 246 | 234 | 288 |
Employee options | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Share-based compensation | 1,654 | 2,156 | 3,975 |
Long term incentive plan | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Share-based compensation | 4,006 | 3,528 | 4,793 |
Restricted stock units | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Share-based compensation | $ 3,345 | $ 474 | $ 0 |
SHARE-BASED COMPENSATION - Mode
SHARE-BASED COMPENSATION - Models and assumptions (Details) | 12 Months Ended |
Dec. 31, 2023 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Bottom of range | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Expected time to maturity | 1 | 1 | 1 |
Volatility | 38% | 36% | 47% |
Risk-free interest rate | 2.20% | (0.48%) | (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 | 46% | 50% | 57% |
Risk-free interest rate | 2.68% | 2.49% | (0.03%) |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Option plan employees (Details) | 12 Months Ended |
Dec. 31, 2023 | |
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) - Long term incentive plan | 12 Months Ended | |
Dec. 11, 2020 | Dec. 31, 2023 | |
Share based compensation [Line Items] | ||
Minimum retention period of shares awarded under program | 5 years | |
Vesting period after grant date | 5 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% | |
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) - Long term incentive plan | 12 Months Ended |
Dec. 31, 2023 | |
Share based compensation [Line Items] | |
Index weight pay-out (in percentage) | |
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) - Long term incentive plan | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Volatility | 42% | 46% | 49% |
Risk-free interest rate | 2.34% | 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%) | ||
Top of range | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Risk-free interest rate | (0.554%) |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted stock units and One-off transaction arrangement for the Chief Executive Officer (Details) | 12 Months Ended | |||
Oct. 26, 2022 | Dec. 11, 2020 share grant optionGrant tranche shares | Dec. 31, 2023 shares tranche | Mar. 31, 2023 share | |
Share based compensation [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted stock units | ||||
Share based compensation [Line Items] | ||||
Number of vesting tranches | tranche | 4 | |||
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 | |||
Long term incentive plan | ||||
Share based compensation [Line Items] | ||||
Vesting period after grant date | 5 years | |||
Minimum retention period of shares awarded under program | 5 years | |||
Long term incentive plan | CEO | ||||
Share based compensation [Line Items] | ||||
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 | 1,400,000 | |
Number of annual restricted share grants | grant | 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, 2023 shares $ / shares | Dec. 31, 2022 shares $ / shares | Dec. 31, 2021 shares $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Closing foreign exchange rate | 1.1002 | 1.0667 | 1.1334 |
Balance at ending (in shares) | 34,482,312 | ||
Option plan | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Balance at beginning (in shares) | 47,596,801 | 52,789,478 | 50,106,488 |
Expired (in shares) | (205,000) | 0 | 0 |
Forfeited (in shares) | (1,423,375) | (3,660,928) | (946,738) |
Granted (in shares) | 270,000 | 4,801,938 | 12,081,000 |
Exercised (in shares) | (11,756,114) | (6,333,687) | (8,451,272) |
Balance at ending (in shares) | 34,482,312 | 47,596,801 | 52,789,478 |
Vested (in shares) | 9,284,834 | 8,687,584 | 21,388,237 |
Unvested (in shares) | 25,197,478 | 38,909,217 | 31,401,241 |
Weighted average exercise price at 1 January (in usd per share) | $ / shares | $ 0.897 | $ 0.911 | $ 0.909 |
Weighted average exercise price, expired (in usd per share) | $ / shares | 0.847 | 0 | 0 |
Weighted average exercise price of share options, forfeited (in usd per share) | $ / shares | 0.992 | 0.847 | 1.046 |
Weighted average exercise price, granted (in usd per share) | $ / shares | 1.349 | 0.902 | 0.931 |
Weighted average exercise price, exercised (in usd per share) | $ / shares | 0.857 | 0.599 | 0.520 |
Weighted average exercise price at 31 December (in usd per share) | $ / shares | 0.952 | 0.897 | 0.911 |
Weighted average exercise price, vested (in usd per share) | $ / shares | 0.856 | 0.844 | 0.833 |
Weighted average exercise price, unvested (in usd per share) | $ / shares | $ 0.987 | $ 0.910 | $ 0.966 |
SHARE-BASED COMPENSATION - Exer
SHARE-BASED COMPENSATION - Exercised options in 2023 and Summary of exercise ranges (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) shares $ / shares | Dec. 31, 2022 USD ($) shares $ / shares | Dec. 31, 2021 USD ($) shares $ / shares | Dec. 31, 2020 shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Award vesting period | 3 years | |||
Closing foreign exchange rate | 1.1002 | 1.0667 | 1.1334 | |
Number of share options outstanding in share-based payment arrangement (in shares) | shares | 34,482,312 | |||
Option plan | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Options exercised / LTIP shares issued (in shares) | shares | 11,756,114 | 6,333,687 | 8,451,272 | |
Weighted average exercise price, exercised (in usd per share) | $ 0.857 | $ 0.599 | $ 0.520 | |
Award vesting period | 1 year | |||
Number of share options outstanding in share-based payment arrangement (in shares) | shares | 34,482,312 | 47,596,801 | 52,789,478 | 50,106,488 |
Exercise value | $ | $ 29,828,000 | $ 42,742,000 | $ 48,123,000 | |
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 | 0 | 3,482,428 | |
Exercise value | $ | $ 0 | $ 0 | $ 1,322,000 | |
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 | 6,739,000 | 26,796,675 | 12,290,925 | |
Exercise value | $ | $ 4,967,000 | $ 21,847,000 | $ 10,155,000 | |
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 | 27,743,312 | 20,800,126 | 37,016,125 | |
Exercise value | $ | $ 24,862,000 | $ 20,895,000 | $ 36,646,000 | |
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 (Details) - Option plan | 12 Months Ended | ||
Dec. 31, 2023 shares $ / shares | Dec. 31, 2022 shares $ / shares | Dec. 31, 2021 shares $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Granted (in shares) | shares | 270,000 | 4,801,938 | 12,081,000 |
Weighted average exercise price (in usd per share) | $ 1.349 | $ 0.902 | $ 0.931 |
Employee | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Granted (in shares) | shares | 270,000 | 4,801,938 | 12,081,000 |
Weighted average exercise price (in usd per share) | $ 1.349 | $ 0.902 | $ 0.931 |
Employee | Bottom of range | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Fair values for options (in usd per share) | 0.223 | 0.092 | 0.891 |
Employee | Top of range | |||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Fair values for options (in usd per share) | $ 0.581 | $ 489 | $ 1.292 |
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, 2023 shares $ / shares | Dec. 31, 2022 shares $ / shares | Dec. 31, 2021 shares $ / shares | Dec. 31, 2020 shares $ / shares | Dec. 31, 2023 shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Closing foreign exchange rate | 1.1002 | 1.0667 | 1.1334 | 1.1002 | |
Long term incentive plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 5,903,440 | 8,179,538 | 8,451,788 | 1,035,000 | 23,569,766 |
Fair value per share award (in usd per share) | $ / shares | $ 0.880 | $ 0.517 | $ 0.887 | $ 0.923 | |
Long term incentive plan | Executive Members of the Board of Directors | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 1,681,570 | 2,363,455 | 1,337,888 | 0 | 5,382,913 |
Long term incentive plan | Executive Committee | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 4,221,870 | 5,816,083 | 6,301,400 | 105,000 | 16,444,353 |
Long term incentive plan | Senior managers | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 0 | 0 | 812,500 | 930,000 | 1,742,500 |
SHARE-BASED COMPENSATION -Sched
SHARE-BASED COMPENSATION -Schedule of shares granted, forfeited, issued and reserved, long term incentive plan (Details) - Long term incentive plan - shares | 12 Months Ended | 48 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2023 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 5,903,440 | 8,179,538 | 8,451,788 | 1,035,000 | 23,569,766 |
Issued (in shares) | (1,298,249) | ||||
Forfeited / Unvested (in shares) | (4,760,616) | ||||
Reserved (in shares) | 17,510,901 | 17,510,901 | |||
Executive Members of the Board of Directors | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 1,681,570 | 2,363,455 | 1,337,888 | 0 | 5,382,913 |
Issued (in shares) | 0 | ||||
Forfeited / Unvested (in shares) | 0 | ||||
Reserved (in shares) | 5,382,913 | 5,382,913 | |||
Executive Committee | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 4,221,870 | 5,816,083 | 6,301,400 | 105,000 | 16,444,353 |
Issued (in shares) | (1,261,595) | ||||
Forfeited / Unvested (in shares) | (3,708,270) | ||||
Reserved (in shares) | 11,474,488 | 11,474,488 | |||
Senior managers | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 0 | 0 | 812,500 | 930,000 | 1,742,500 |
Issued (in shares) | (36,654) | ||||
Forfeited / Unvested (in shares) | (1,052,346) | ||||
Reserved (in shares) | 653,500 | 653,500 |
SHARE-BASED COMPENSATION - Re_2
SHARE-BASED COMPENSATION - Restricted stock units (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2023 shares | |
Share based compensation [Line Items] | |
Granted (in shares) | 12,710,250 |
Issued (in shares) | (1,155,936) |
Forfeited / Unvested (in shares) | (367,250) |
Reserved (in shares) | 11,187,064 |
2022 | |
Share based compensation [Line Items] | |
Granted (in shares) | 4,931,000 |
Issued (in shares) | (1,155,936) |
Forfeited / Unvested (in shares) | (357,250) |
Reserved (in shares) | 3,417,814 |
2023 | |
Share based compensation [Line Items] | |
Granted (in shares) | 7,779,250 |
Issued (in shares) | 0 |
Forfeited / Unvested (in shares) | (10,000) |
Reserved (in shares) | 7,769,250 |
SHARE-BASED COMPENSATION - Tran
SHARE-BASED COMPENSATION - Transition arrangement for the CEO (Details) - Long term incentive plan | 12 Months Ended | ||
Dec. 11, 2020 share tranche shares | Dec. 31, 2023 shares | Mar. 31, 2023 share | |
Share based compensation [Line Items] | |||
Vesting period after grant date | 5 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) | 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 | 1,400,000 |
Achievement | |||
Weighting | 100% | ||
Vesting level | 100% | ||
Minimum retention period of shares awarded under program | 5 years | 5 years | |
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 - Schedule o
BOARD OF DIRECTORS - Schedule of Board annual compensation (Details) | 12 Months Ended | |||
Sep. 25, 2023 EUR (€) | Sep. 25, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 USD ($) | |
Director Renumeration [Line Items] | ||||
Base salary | € 65,000 | $ 70,135 | ||
Share valuation, volume weighted average price, term | 20 days | 20 days | ||
Chair of the Board of Directors | ||||
Director Renumeration [Line Items] | ||||
Base salary | € 90,000 | $ 97,110 | ||
Share-based compensation | 40,000 | 43,160 | ||
Non-Executive Director | ||||
Director Renumeration [Line Items] | ||||
Base salary | 45,000 | 48,555 | ||
Share-based compensation | 30,000 | 32,370 | ||
Chair Audit Committee | ||||
Director Renumeration [Line Items] | ||||
Base salary | 9,000 | 9,711 | ||
Member Audit Committee | ||||
Director Renumeration [Line Items] | ||||
Base salary | 3,000 | 3,237 | ||
Chair Remuneration Committee | ||||
Director Renumeration [Line Items] | ||||
Base salary | 6,000 | 6,474 | ||
Member Remuneration Committee | ||||
Director Renumeration [Line Items] | ||||
Base salary | 3,000 | 3,237 | ||
Chair of the Transaction Committee | ||||
Director Renumeration [Line Items] | ||||
Base salary | 6,000 | 6,474 | ||
Member of the Transaction Committee | ||||
Director Renumeration [Line Items] | ||||
Base salary | 3,000 | 3,237 | ||
Chair Governance Committee | ||||
Director Renumeration [Line Items] | ||||
Base salary | 6,000 | 6,474 | ||
Member Governance Committee | ||||
Director Renumeration [Line Items] | ||||
Base salary | € 3,000 | $ 3,237 |
BOARD OF DIRECTORS - Narrative
BOARD OF DIRECTORS - Narrative (Details) - 12 months ended Dec. 31, 2023 | EUR (€) | USD ($) |
Disclosure Of Related Party [Abstract] | ||
Key management personnel compensation, additional compensation, amount per day | € 1,000 | $ 1,100 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Director Renumeration [Line Items] | |||
Cash | $ 431 | $ 399 | $ 446 |
Share-Based Payment | 244 | 234 | 288 |
Total | 675 | 633 | 734 |
Dr. Richard Peters | |||
Director Renumeration [Line Items] | |||
Cash | 26 | 0 | 0 |
Share-Based Payment | 20 | 0 | 0 |
Total | 46 | 0 | 0 |
Mr. Paul Sekhri | |||
Director Renumeration [Line Items] | |||
Cash | 55 | 72 | 77 |
Share-Based Payment | 32 | 42 | 55 |
Total | 87 | 114 | 132 |
Ms. Deborah Jorn | |||
Director Renumeration [Line Items] | |||
Cash | 55 | 55 | 64 |
Share-Based Payment | 32 | 32 | 42 |
Total | 87 | 87 | 106 |
Ms. Barbara Yanni | |||
Director Renumeration [Line Items] | |||
Cash | 62 | 53 | 60 |
Share-Based Payment | 32 | 32 | 36 |
Total | 94 | 85 | 96 |
Dr. Mark Pykett | |||
Director Renumeration [Line Items] | |||
Cash | 55 | 50 | 57 |
Share-Based Payment | 32 | 32 | 36 |
Total | 87 | 82 | 93 |
Ms. Jabine van der Meijs | |||
Director Renumeration [Line Items] | |||
Cash | 62 | 57 | 47 |
Share-Based Payment | 32 | 32 | 24 |
Total | 94 | 89 | 71 |
Mr. Leonard Kruimer | |||
Director Renumeration [Line Items] | |||
Cash | 58 | 57 | 47 |
Share-Based Payment | 32 | 32 | 24 |
Total | 90 | 89 | 71 |
Mr. Steven Baert | |||
Director Renumeration [Line Items] | |||
Cash | 58 | 55 | 45 |
Share-Based Payment | 32 | 32 | 24 |
Total | 90 | 87 | 69 |
Mr. Barrie Ward | |||
Director Renumeration [Line Items] | |||
Cash | 0 | 0 | 23 |
Share-Based Payment | 0 | 0 | 20 |
Total | 0 | 0 | 43 |
Mr. Juergen Ernst | |||
Director Renumeration [Line Items] | |||
Cash | 0 | 0 | 0 |
Share-Based Payment | 0 | 0 | 6 |
Total | 0 | 0 | 6 |
Mr. Aad de Winter | |||
Director Renumeration [Line Items] | |||
Cash | 0 | 0 | 26 |
Share-Based Payment | 0 | 0 | 21 |
Total | $ 0 | $ 0 | $ 47 |
BOARD OF DIRECTORS - Shares hel
BOARD OF DIRECTORS - Shares held (Details) - Key Management Personnel of Entity or Parent - Ordinary shares | Dec. 31, 2023 shares |
Shares Held [Line Items] | |
Shares held (in shares) | 631,428 |
Dr. Richard Peters | |
Shares Held [Line Items] | |
Shares held (in shares) | 17,613 |
Ms. Deborah Jorn | |
Shares Held [Line Items] | |
Shares held (in shares) | 127,714 |
Ms. Barbara Yanni | |
Shares Held [Line Items] | |
Shares held (in shares) | 112,123 |
Dr. Mark Pykett | |
Shares Held [Line Items] | |
Shares held (in shares) | 112,123 |
Ms. Jabine van der Meijs | |
Shares Held [Line Items] | |
Shares held (in shares) | 87,285 |
Mr. Leonard Kruimer | |
Shares Held [Line Items] | |
Shares held (in shares) | 87,285 |
Mr. Steven Baert | |
Shares Held [Line Items] | |
Shares held (in shares) | 87,285 |
BOARD OF DIRECTORS - Directors
BOARD OF DIRECTORS - Directors Compensation (Details) - Dr Sijmen de Vries, CEO and Executive Director - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Director Renumeration [Line Items] | |||
Fixed remuneration | $ 673 | $ 636 | $ 681 |
Short-term variable: annual bonus | 615 | 394 | 357 |
Share-based payments | 1,371 | 1,221 | 1,594 |
Post-employment benefits | 115 | 112 | 120 |
Other | 35 | 34 | 38 |
Total | $ 2,809 | $ 2,396 | 2,790 |
Previously Reported | |||
Director Renumeration [Line Items] | |||
Share-based payments | $ 1,300 |
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, 2023 shares $ / shares | Dec. 31, 2022 shares | Dec. 31, 2021 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||
Closing foreign exchange rate | 1.1002 | 1.0667 | 1.1334 |
Balance at ending (in shares) | 34,482,312 | ||
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 beginning (in shares) | 2,800,000 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | 0 | ||
Forfeited/Expired (in shares) | 0 | ||
Balance at ending (in shares) | 2,800,000 | 2,800,000 | |
Exercise price (in usd per share) | $ / shares | $ 0.886 |
BOARD OF DIRECTORS - Schedule_3
BOARD OF DIRECTORS - Schedule of shares held by former members of the board of management (Details) | Dec. 31, 2023 shares |
Dr. Sijmen de Vries | Board of Management | |
Shares Held [Line Items] | |
Shares held (in shares) | 8,141,383 |
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, 2023 share shares | Dec. 31, 2022 share shares | Dec. 31, 2021 shares share | Dec. 31, 2020 shares | Dec. 31, 2023 shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Reserved (in shares) | 259,310,498 | 259,310,498 | |||
Long term incentive plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | 5,903,440 | 8,179,538 | 8,451,788 | 1,035,000 | 23,569,766 |
Forfeited (in shares) | (4,760,616) | ||||
Dr. Sijmen de Vries | Board of Management | Long term incentive plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Granted (in shares) | share | 1,681,570 | 2,363,455 | 1,337,888 | ||
Settled (in shares) | share | 0 | 0 | 0 | ||
Forfeited (in shares) | 0 | 0 | 0 | ||
Not vested (in shares) | 0 | 0 | 0 | ||
Reserved (in shares) | 1,681,570 | 2,363,455,000 | 1,337,888,000 | 1,681,570 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of transactions between related parties [line items] | |||
Salaries and other short-term employee benefits | $ 1,756 | $ 1,463 | $ 1,522 |
Post-employment benefits | 115 | 112 | 120 |
Share-based compensation | 1,615 | 1,455 | 1,882 |
Total | $ 3,486 | $ 3,030 | $ 3,524 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - BioConnection Investments B.V. - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Line Items] | |||
Related party transactions | $ 4.7 | $ 3 | $ 3.5 |
Service fee receivable | 1.7 | ||
Service fee payable | $ 0.5 | $ 0.5 | $ 0.1 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments [Line Items] | ||||
Contractual capital commitments | $ 58,300 | $ 73,800 | ||
Royalty payments | 2,145 | 0 | $ 0 | |
Novartis | ||||
Commitments [Line Items] | ||||
Contractual capital commitments | $ 180,000 | |||
Milestone payment amount | 20,500 | |||
Milestone payments during period | $ 10,400 | |||
Net sales threshold limit to reach capital commitments | 500,000 | |||
First milestone payment amount | 5,000 | |||
First net sales milestone amount | $ 50,000 | |||
Royalty fees over net sales (percentage) | 18% | |||
Royalty fees, amount of net sales to be exceeded | $ 300,000 | |||
Royalty fees, payment term | 10 years | |||
Minimum royalty liability, percentage | 12% | |||
Minimum royalty liability applicable sales limit | $ 150,000 | |||
Royalty payments | 2,100 | $ 0 | $ 0 | |
Within one year | ||||
Commitments [Line Items] | ||||
Contractual capital commitments | 21,900 | |||
2024 and after | ||||
Commitments [Line Items] | ||||
Contractual capital commitments | $ 36,400 |
FINANCIAL RISK MANAGEMENT - Nar
FINANCIAL RISK MANAGEMENT - Narrative (Details) $ in Thousands, € in Millions | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | Jan. 21, 2020 | |
Financial Risk Management [Line Items] | |||||
Cash and cash equivalents, restricted cash, and marketable securities | $ 215,000 | ||||
Closing foreign exchange rate | 1.1002 | 1.1002 | 1.0667 | 1.1334 | |
Trade and other payables | $ 72,528 | $ 54,465 | |||
Impact of ten percent strengthening of foreign currency against the euro | 5,100 | ||||
Impact of ten percent weakening of foreign currency against the euro | 5,100 | ||||
Cash and cash equivalents, including restricted cash | 63,269 | 208,654 | |||
Marketable securities | 151,683 | 0 | |||
Trade and other receivables | 46,158 | $ 27,619 | |||
2025 Convertible Bonds | Gross debt - fixed interest rates | |||||
Financial Risk Management [Line Items] | |||||
Interest rate on bonds | 3% | ||||
Euro | |||||
Financial Risk Management [Line Items] | |||||
Cash | 172,200 | € 156.5 | |||
Other assets and trade and other payables | 84,800 | 77.1 | |||
Trade and other payables | 33,700 | € 30.6 | |||
Balances denominated in foreign currency | 51,100 | ||||
US Dollars | |||||
Financial Risk Management [Line Items] | |||||
Cash | $ 42,700 |
FINANCIAL RISK MANAGEMENT - Sch
FINANCIAL RISK MANAGEMENT - Schedule of maturity profile of financial liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Financial Risk Management [Line Items] | ||
Trade and other payables | $ 72,528 | $ 54,465 |
Lease Liabilities | 40,091 | 40,691 |
Convertible Bonds | 143,714 | 143,338 |
Total | 256,333 | $ 238,494 |
2024 | ||
Financial Risk Management [Line Items] | ||
Trade and other payables | 72,528 | |
Lease Liabilities | 5,071 | |
Convertible Bonds | 4,126 | |
Total | 81,725 | |
2025 | ||
Financial Risk Management [Line Items] | ||
Trade and other payables | 0 | |
Lease Liabilities | 4,548 | |
Convertible Bonds | 139,588 | |
Total | 144,136 | |
2026 | ||
Financial Risk Management [Line Items] | ||
Trade and other payables | 0 | |
Lease Liabilities | 4,143 | |
Convertible Bonds | 0 | |
Total | 4,143 | |
2027 | ||
Financial Risk Management [Line Items] | ||
Trade and other payables | 0 | |
Lease Liabilities | 3,729 | |
Convertible Bonds | 0 | |
Total | 3,729 | |
2028 and onwards | ||
Financial Risk Management [Line Items] | ||
Trade and other payables | 0 | |
Lease Liabilities | 22,600 | |
Convertible Bonds | 0 | |
Total | $ 22,600 |
FINANCIAL RISK MANAGEMENT - S_2
FINANCIAL RISK MANAGEMENT - Schedule of fair value assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure of financial assets [line items] | ||
Assets | $ 462,854 | $ 425,797 |
Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 8,113 | 7,230 |
Level 1 | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 2,020 | 403 |
Level 3 | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 6,093 | 6,827 |
Investments in equity instruments designated as at FVTOCI | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 2,020 | 403 |
Investments in equity instruments designated as at FVTOCI | Level 1 | Recurring Fair Value Measurement | ||
Disclosure of financial assets [line items] | ||
Assets | 2,020 | 403 |
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 | 6,093 | 6,827 |
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 | $ 6,093 | $ 6,827 |
FINANCIAL RISK MANAGEMENT - S_3
FINANCIAL RISK MANAGEMENT - Schedule of financial assets at carrying value and fair value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible Bond | Financial Liabilities at Fair Value | ||
Disclosure of financial liabilities [line items] | ||
Carrying value | $ 138,422 | $ 133,386 |
Fair value | 138,422 | 133,386 |
Lease Liabilities | Financial Liabilities at Fair Value | ||
Disclosure of financial liabilities [line items] | ||
Carrying value | 33,123 | 33,308 |
Fair value | 33,123 | 33,308 |
Trade and other payables | Financial Liabilities at Fair Value | ||
Disclosure of financial liabilities [line items] | ||
Carrying value | 72,528 | 54,465 |
Fair value | 72,528 | 54,465 |
Financial Assets at Fair Value Through Profit or Loss | Cash and cash equivalents, including restricted cash | ||
Disclosure of financial assets [line items] | ||
Carrying value | 63,269 | 208,654 |
Fair value | 63,269 | 208,654 |
Financial Assets at Fair Value Through Profit or Loss | Marketable securities | ||
Disclosure of financial assets [line items] | ||
Carrying value | 151,683 | 0 |
Fair value | 151,746 | 0 |
Financial Assets at Fair Value Through Profit or Loss | Trade and other receivables | ||
Disclosure of financial assets [line items] | ||
Carrying value | 46,158 | 27,619 |
Fair value | $ 46,158 | $ 27,619 |
FINANCIAL RISK MANAGEMENT - S_4
FINANCIAL RISK MANAGEMENT - Schedule of maturity analysis for non-derivative financial liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Financial Risk Management [Line Items] | ||||
Cash and cash equivalents | $ 61,741 | $ 207,342 | $ 191,924 | $ 205,159 |
Restricted cash | 1,528 | 1,312 | ||
Marketable securities | 151,683 | 0 | ||
Net cash (debt) | 76,530 | 75,268 | ||
Gross debt - fixed interest rates | ||||
Financial Risk Management [Line Items] | ||||
Debt | (138,422) | (133,386) | ||
Gross debt - variable interest rates | ||||
Financial Risk Management [Line Items] | ||||
Debt | 0 | 0 | ||
Convertible bond - repayable within one year | Convertible Bond | ||||
Financial Risk Management [Line Items] | ||||
Debt | (1,824) | (1,768) | ||
Convertible bond - repayable after one year | Convertible Bond | ||||
Financial Risk Management [Line Items] | ||||
Debt | $ (136,598) | $ (131,618) |
FINANCIAL RISK MANAGEMENT - S_5
FINANCIAL RISK MANAGEMENT - Schedule of financial assets and liabilities at carrying and fair value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Liabilities arising from financing activities at the beginning of period | $ 166,694 | |
Changes in liabilities arising from financing activities [abstract] | ||
Cashflows | (9,172) | |
Acquisition and disposal | 1,295 | |
Interest Expense Accrued | 5,239 | |
Amortized costs | 830 | |
Fair Value Changes | 0 | |
Other | 6,659 | |
Liabilities arising from financing at the end of the period | 171,545 | $ 166,694 |
Convertible Bond | ||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Liabilities arising from financing activities at the beginning of period | 133,386 | |
Changes in liabilities arising from financing activities [abstract] | ||
Cashflows | (4,046) | |
Acquisition and disposal | 0 | |
Interest Expense Accrued | 4,046 | |
Amortized costs | 830 | |
Fair Value Changes | 0 | |
Other | 4,206 | |
Liabilities arising from financing at the end of the period | 138,422 | 133,386 |
Lease Liabilities | ||
Disclosure of reconciliation of liabilities arising from financing activities [line items] | ||
Liabilities arising from financing activities at the beginning of period | 33,308 | |
Changes in liabilities arising from financing activities [abstract] | ||
Cashflows | (5,126) | (3,311) |
Acquisition and disposal | 1,295 | |
Interest Expense Accrued | 1,193 | 718 |
Amortized costs | 0 | |
Fair Value Changes | 0 | |
Other | 2,453 | |
Liabilities arising from financing at the end of the period | $ 33,123 | $ 33,308 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Earnings Per Share [Abstract] | |||
Profit (loss) | $ (10,548) | $ 13,674 | $ 15,996 |
Weighted average shares outstanding (in shares) | 657,020,521 | 648,676,119 | 642,007,692 |
Basic profit (loss) per share (in usd per share) | $ (0.016) | $ 0.021 | $ 0.025 |
Weighted average diluted shares outstanding (in shares) | 725,463,948 | 707,141,263 | 701,151,525 |
Diluted profit (loss) per share (in usd per share) | $ (0.016) | $ 0.019 | $ 0.023 |
EARNINGS PER SHARE AND FULLY-_4
EARNINGS PER SHARE AND FULLY-DILUTED SHARES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Earnings Per Share [Abstract] | |||
Profit (loss) | $ (10,548) | $ 13,674 | $ 15,996 |
Convertible bonds (in shares) | 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 | 48 Months Ended |
Apr. 04, 2024 | Dec. 31, 2023 | |
Earnings per share [line items] | ||
Shares ( in shares) | 671,073,243 | |
RSU (in shares) | 11,187,064 | |
Options (in shares) | 34,482,312 | |
Convertible bonds (in shares) | 62,412,622 | |
Issued (in shares) | 796,689,502 | |
Available for issue (in shares) | 259,310,498 | |
Authorized share capital (in shares) | 1,056,000,000 | |
Major ordinary share transactions | ||
Earnings per share [line items] | ||
Shares ( in shares) | 673,438,313 | |
RSU (in shares) | 11,212,064 | |
Options (in shares) | 33,391,436 | |
Convertible bonds (in shares) | 62,412,622 | |
Issued (in shares) | 802,131,771 | |
Available for issue (in shares) | 253,868,229 | |
Authorized share capital (in shares) | 1,056,000,000 | |
Shares issued | ||
Shares (in shares) | 2,365,070 | |
RSU (in shares) | 0 | |
Options (in shares) | (1,090,876) | |
Convertible bonds (in shares) | 0 | |
Issued (in shares) | 51,355 | |
Available for issue (in shares) | (51,355) | |
Authorized share capital (in shares) | 0 | |
Other | ||
Shares (in shares) | 0 | |
RSU (in shares) | 25,000 | |
Options (in shares) | 0 | |
Convertible bonds (in shares) | 0 | |
Issued (in shares) | 5,390,914 | |
Available for issue (in shares) | (5,390,914) | |
Authorized share capital (in shares) | 0 | |
Long term incentive plan | ||
Earnings per share [line items] | ||
LTIP (in shares) | 17,534,261 | |
Shares issued | ||
LTIP (in shares) | (1,298,249) | |
Long term incentive plan | Major ordinary share transactions | ||
Earnings per share [line items] | ||
LTIP (in shares) | 21,677,336 | |
Shares issued | ||
LTIP (in shares) | (1,222,839) | |
Other | ||
LTIP (in shares) | 5,365,914 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) € / shares in Units, € in Millions, $ in Millions | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 EUR (€) € / shares shares | Dec. 31, 2022 EUR (€) shares | Dec. 31, 2021 |
Disclosure Of Share Capital, Reserves And Other Equity Interest [Abstract] | ||||
Authorized share capital | $ 11.6 | € 10.6 | ||
Closing foreign exchange rate | 1.1002 | 1.1002 | 1.0667 | 1.1334 |
Number of shares authorised (in shares) | 1,056,000,000 | 1,056,000,000 | ||
Par value per share (in euro per share) | € / shares | € 0.01 | |||
Number of shares outstanding (in shares) | 671,073,243 | 671,073,243 | 656,348,225 | |
Shares outstanding, value | € | € 6.7 |
SHAREHOLDERS' EQUITY - Legal Re
SHAREHOLDERS' EQUITY - Legal Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of classes of share capital [line items] | ||
Legal reserves, beginning balance | $ (8,737) | $ 3,400 |
Movements in the year | 6,680 | (12,137) |
Legal reserves, ending balance | (2,057) | (8,737) |
Legal Reserve Currency translation reserve (CTA) | ||
Disclosure of classes of share capital [line items] | ||
Legal reserves, beginning balance | (6,384) | 3,965 |
Movements in the year | 6,042 | (10,349) |
Legal reserves, ending balance | (343) | (6,384) |
Legal Reserve Capitalized development cost | ||
Disclosure of classes of share capital [line items] | ||
Legal reserves, beginning balance | 402 | 402 |
Movements in the year | (296) | 0 |
Legal reserves, ending balance | 106 | 402 |
Legal Reserve participating interest | ||
Disclosure of classes of share capital [line items] | ||
Legal reserves, beginning balance | 233 | 1,316 |
Movements in the year | (233) | (1,083) |
Legal reserves, ending balance | 0 | 233 |
Reserve Fair value revaluation | ||
Disclosure of classes of share capital [line items] | ||
Legal reserves, beginning balance | (2,988) | (2,283) |
Movements in the year | 1,167 | (705) |
Legal reserves, ending balance | $ (1,821) | $ (2,988) |