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Financial Assets and Liabilities | 6 Months Ended
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Jun. 30, 2024
Disclosure of detailed information about financial instruments [abstract] |
Financial Assets and Liabilities | Note 10—Financial Assets and Liabilities The following table specifies financial assets and liabilities:
|  | June 30, 2024 |  |  | December 31, 2023 |
|  | (EUR’000) |
Financial assets by category |  |  |  |  |  |
Trade receivables |  |  | 49,163 |  |  |  | 35,874 |
Other receivables (excluding income tax and indirect tax receivables) |  |  | 5,062 |  |  |  | 3,909 |
Marketable securities |  |  | — |  |  |  | 7,275 |
Cash and cash equivalents |  |  | 258,696 |  |  |  | 392,164 |
Financial assets measured at amortized cost |  |  | 312,921 |  |  |  | 439,222 |
Total financial assets |  |  | 312,921 |  |  |  | 439,222 |
Classified in the statement of financial position |  |  |  |  |  |
Non-current assets |  |  | 2,186 |  |  |  | 2,127 |
Current assets |  |  | 310,735 |  |  |  | 437,095 |
Total financial assets |  |  | 312,921 |  |  |  | 439,222 |
Financial liabilities by category |  |  |  |  |  |
Borrowings |  |  |  |  |  |
Convertible senior notes |  |  | 432,190 |  |  |  | 407,095 |
Royalty funding liabilities |  |  | 144,547 |  |  |  | 138,377 |
Lease liabilities |  |  | 95,902 |  |  |  | 98,793 |
Trade payables and accrued expenses |  |  | 99,527 |  |  |  | 94,566 |
Other liabilities (excluding income tax, indirect tax, and employee related payables) |  |  | 302 |  |  |  | — |
Financial liabilities measured at amortized cost |  |  | 772,468 |  |  |  | 738,831 |
Derivative liabilities |  |  | 159,059 |  |  |  | 143,296 |
Financial liabilities measured at fair value through profit or loss |  |  | 159,059 |  |  |  | 143,296 |
Total financial liabilities |  |  | 931,527 |  |  |  | 882,127 |
Classified in the statement of financial position |  |  |  |  |  |
Non-current liabilities |  |  | 219,052 |  |  |  | 222,996 |
Current liabilities |  |  | 712,475 |  |  |  | 659,131 |
Total financial liabilities |  |  | 931,527 |  |  |  | 882,127 |
Convertible Senior Notes In March 2022, the Company issued an aggregate principal amount of $575.0 million of fixed rate 2.25% convertible notes. The net proceeds from the offering of the convertible notes were $557.9 million (€503.3 million) after deducting the initial purchasers’ discounts and commissions and offering expenses. The convertible notes rank equally in right of payment with all future senior unsecured indebtedness. Unless earlier converted or redeemed, the convertible notes will mature on April 1, 2028. The convertible notes accrue interest at a rate of 2.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their convertible notes at their option into the Company’s ordinary shares represented by ADSs, together, if applicable, with cash in lieu of any fractional ADS, at the then-applicable conversion rate. The initial conversion rate is 6.0118 ADSs per $1,000 principal amount of convertible notes, which represents an initial conversion price of $166.34 per ADS. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. The convertible notes will be optionally redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after April 7, 2025, but only if the last reported sale price per ADS exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related optional redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. On June 30, 2024, the carrying amount of the convertible notes was €432.2 million, and the fair value was approximately €412.1 million. Fair value cannot be measured based on quoted prices in active markets or other observable input, and accordingly the fair value was measured by using an estimated market rate for an equivalent non-convertible instrument. Royalty Funding Liabilities In September 2023, the Company entered into a $150.0 million capped synthetic royalty funding agreement (the “Royalty Pharma Agreement”) with Royalty Pharma (the “Purchaser”). The net proceeds were $146.3 million (€136.3 million) after deducting offering expenses. Under the terms of the Royalty Pharma Agreement, the Company received an upfront payment of $150.0 million (the “Purchase Price”) in exchange for a 9.15% royalty on net U.S. SKYTROFA revenue, beginning on January 1, 2025 (the “Revenue Interest Payments”). The Revenue Interest Payments to the Purchaser will cease upon reaching a multiple of the Purchase Price of 1.925 x, or 1.65 x if the Purchaser receives Revenue Interest Payments in that amount by December 31, 2031. The Royalty Pharma Agreement includes a buy-out option, which provides the Company with the right to settle all outstanding liabilities at any time by paying a buy-out amount equal to 1.925 times the Purchase Price minus the Revenue Interest Payments paid to the Purchaser as of the effective date of the buy-out notice. However, if the buy-out notice is provided on or prior to December 31, 2028, and the Company has paid the Purchaser Revenue Interest Payments equal to the Purchase Price as of the date of the buy-out notice, then the buy-out amount equal to 1.65 times the Purchase Price minus the Revenue Interest Payments paid to the Purchaser as of the effective date of the buy-out notice. On June 30, 2024, the carrying amount of the royalty funding liabilities was €144.5 million, and the fair value was approximately €147.3 million. Fair value cannot be measured based on quoted prices in active markets or other observable input, and accordingly the fair value was measured by using an estimated market rate for an equivalent instrument. Derivative Liabilities Derivative liabilities relate to the foreign currency conversion option embedded in the convertible notes. Fair value cannot be measured based on quoted prices in active markets or other observable inputs, and accordingly, derivative liabilities are measured by using the Black-Scholes option pricing model. Fair value of the option is calculated, applying the following assumptions: (1) conversion price; (2) the Company’s share price; (3) maturity of the option; (4) a risk-free interest rate equaling the effective interest rate on a U.S. government bond with the same lifetime as the maturity of the option; (5) no payment of dividends; and (6) an expected volatility using the Company’s share price (49.89% and 50.47% as of June 30, 2024 and December 31, 2023, respectively). For additional description of fair values, refer to the following section “Fair Value Measurement.” Sensitivity Analysis On June 30, 2024, all other inputs and assumptions held constant, a 10% relative increase in volatility, will increase the fair value of derivative liabilities by approximately €15.2 million and indicates a decrease in profit or loss and equity before tax. Similarly, a 10% relative decrease in volatility indicates the opposite impact. Similarly, on June 30, 2024, all other inputs and assumptions held constant, a 10% increase in the share price, will increase the fair value of derivative liabilities by approximately €30.5 million and indicates a decrease in profit or loss and equity before tax. Similarly, a 10% decrease in the share price indicates the opposite impact. Fair Value Measurement Because of the short-term maturity for cash and cash equivalents, receivables and trade payables, their fair value approximate carrying amount. Fair value of lease liabilities are not disclosed. Fair value compared to carrying amount of marketable securities, convertible notes, royalty funding liabilities and derivative liabilities, and their level in the fair value hierarchy is summarized in the following table, where: Level 1 is quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2 is based on valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; Level 3 is based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
|  | June 30, 2024 |  | December 31, 2023 |  |
|  | Carrying amount |  | Fair value |  | Carrying amount |  | Fair value |  | Fair value level
|  | (EUR’000) |  | (1-3)
Financial assets |  |  |  |  |  |  |  |  |  |
Marketable securities |  | — |  | — |  | 7,275 |  | 7,266 |  | 1
Financial assets measured at amortized cost |  | — |  | — |  | 7,275 |  | 7,266 |  |
Financial liabilities |  |  |  |  |  |  |  |  |  |
Convertible senior notes |  | 432,190 |  | 412,122 |  | 407,095 |  | 385,410 |  | 3
Royalty funding liabilities |  | 144,547 |  | 147,345 |  | 138,377 |  | 143,975 |  | 3
Financial liabilities measured at amortized cost |  | 576,737 |  | 559,467 |  | 545,472 |  | 529,385 |  |
Derivative liabilities |  | 159,059 |  | 159,059 |  | 143,296 |  | 143,296 |  | 3
Financial liabilities measured at fair value through profit or loss |  | 159,059 |  | 159,059 |  | 143,296 |  | 143,296 |  |
The following table specifies movements in level 3 fair value measurements:
|  | 2024 |  |  | 2023 |
|  | (EUR’000) |
Derivative liabilities |  |  |  |  |  |
January 1 |  |  | 143,296 |  |  |  | 157,950 |
Remeasurement recognized in finance (income) or expense |  |  | 15,763 |  |  |  | (71,565 | )
June 30 |  |  | 159,059 |  |  |  | 86,385 |
Maturity Analysis The following table summarizes maturity analysis (on an undiscounted basis) for non-derivative financial liabilities recognized in the unaudited condensed consolidated statements of financial position at June 30, 2024. Further details regarding classification of convertible notes as current liabilities in the consolidated statement of financial position are provided in Note 2, “Summary of Material Accounting Policies,” section “New and Amended Standards and Interpretations.”
|  | < 1 year |  |  | 1-5 years |  |  | >5 years |  |  | Total contractual cash-flows |  |  | Carrying amount |
|  | (EUR’000) |
Financial liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
June 30, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Borrowings (excluding lease liabilities) |  |  | 18,902 |  |  |  | 759,073 |  |  |  | 38,700 |  |  |  | 816,675 |  |  |  | 576,737 |
Lease liabilities |  |  | 14,802 |  |  |  | 51,632 |  |  |  | 44,312 |  |  |  | 110,746 |  |  |  | 95,902 |
Trade payables, accrued expenses and other liabilities |  |  | 99,829 |  |  |  | — |  |  |  | — |  |  |  | 99,829 |  |  |  | 99,829 |
Total financial liabilities |  |  | 133,533 |  |  |  | 810,705 |  |  |  | 83,012 |  |  |  | 1,027,250 |  |  |  | 772,468 |

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