Annual Report
2022
Company reg. no. 20045078
Today
Annual General
Meeting 2021
#WithZeal
Contents
Management review
CEO Letter
Read more on page 5
Other supplementary
reports 2022
Corporate Social
Responsibility Report
Remuneration Report
Corporate Governance Report
See our pipeline
Read more on page 13
Follow us
Overview
Zealand Pharma in short 4
Letter from the CEO and theChairman 5
2022 Achievements 8
Consolidated key figures 9
2023 Outlook and objectives 10
R&D programs
Peptide platform 12
R&D pipeline 13
Rare diseases 14
Obesity 16
Type 1 diabetes 18
Inflammation 19
Corporate matters
Corporate matters 21
Corporate social responsibility 24
Our people and culture 26
Risk management and internal control 27
Financial review 30
Shareholder information 32
Board of Directors and
Corporate Management 34
Consolidated financial statements
Income statement 41
Statement of comprehensive income 41
Statement of financial position 42
Statement of cash flows 43
Statement of changes in equity 43
Notes 44
Financial statements of the parent company
Statement of financial position 96
Statement of cash flows 97
Statement of changes in equity 97
Notes 98
Alternative performance measures for
the Group (non-audited) 110
Reports
Statement of the Board of Directors and
Executive Management 111
Independent auditor’s report 112
Other information
Company information 117
Financial statements
Zealand Pharma ∞ Annual Report 2022 2
Overview
Zealand Pharma in short 4
Letter from the CEO and theChairman 5
2022 Achievements 8
Consolidated key figures 9
2023 Outlook and objectives 10
Zealand Pharma ∞ Annual Report 2022 3
1998
Find out more about Zealand at
zealandpharma.com/about-us
Zealand Pharma
in short
Our mission is to change lives
with next generation peptide
therapeutics.
Our aim
to lead in rare diseases with high
unmet need:
Congenital Hyperinsulinism and
Short Bowel Syndrome
to be a key player in the fast devel-
oping obesity treatment space
to create a paradigm shift in Type 1
Diabetes management
to advance potential treatments
options for chronic inflammatory
diseases
Our DNA
defines our values and unique
company culture .
We are bold.
We empower people.
We work as one team.
We can be trusted.
Our strategy
to pursue global co-development
and commercialization partner-
ships that complement and extend
our capabilities to deliver new
therapies to patients with unmet
medical needs.
Our ambition
to be the leading peptide drug
discovery and development
company.
Our company
was founded in 1998 and head-
quartered in Copenhagen, with
207 full and part time employees
globally at end of 2022.
Our peptide expertise
and platform has been built
during our 25-year history and is
the foundation that has enabled us
to develop a broad pipeline of both
clinical and pre-clinical programs.
We discovered and developed
two novel peptide therapies that
are marketed (with our partners
Sanofi and Novo Nordisk).
Zealand Pharma ∞ Annual Report 2022 4
Letter from the CEO
and theChairman
In 2022, we announced a change in strategy to
prioritize investment in peptide R&D and scale
back commercial operations. Our core strength as
a company is in therapeutic peptide design and
development, which has led to our rich pipeline
of promising candidates targeting rare diseases,
obesity and inflammation. We have demonstrated
our ability to independently bring a product
from discovery to market through our launch of
Zegalogue
®
in the U.S. We have also recognized
that to reach more patients in more regions
around the world we should partner with global
and regional leaders.
Adam Steensberg
President and
Chief Executive Officer
Martin Nicklasson
Chairman of
theBoard of Directors
Zealand Pharma ∞ Annual Report 2022 5
Advancing our R&D pipeline
We have achieved significant progress with our R&D pipe-
line. During 2022 we reported positive results from two
of our late-stage clinical programs evaluating our novel
peptide therapies for the treatment of rare diseases. The
first was for dasiglucagon in infants with congenital hyper-
insulinism (CHI), an ultrarare pediatric disease in which
patients suffer from recurrent and persistent hypoglycemia
due to excess insulin release. The findings from our Phase
3 program have deepened our understanding of dasi-
glucagon's potential as an innovative treatment for children
with CHI who have significant unmet need managing this
challenging disease. The second clinical trial evaluated
glepaglutide, our long-acting GLP-2 analog, designed for
subcutaneous delivery by an auto-injector in patients with
short bowel syndrome (SBS). The results from the EASE-1
trial represented a tremendous milestone for our company
and people living with SBS.
A key objective for our company is to progress these rare
disease programs towards regulatory submissions in 2023
and engage in discussions with potential partners who
have the commercial infrastructure to help us bring such
treatments to patients.
We also aim to advance our pipeline of peptide candidates
targeting obesity, a complex metabolic disease and one of
the greatest healthcare challenges of our time. Our exper-
tise in peptide design has generated four differentiated
obesity assets in late pre-clinical through Phase 2 clinical
trials. These peptides are designed to provide diverse, yet
complementary mechanisms of action. These mecha-
nisms are aimed at achieving greater weight loss, as well
as the potential for addressing specific clinical needs of
obese or overweight patients, while maintaining tolera-
bility. We have used two approaches: dual pharmacology
to target two receptors with one peptide and single
receptor agonists that can be combined or co-formulated
with other peptides.
In 2022, our partner Boehringer Ingelheim reported
promising Phase 2 results in type 2 diabetes for BI
456906, a long-acting dual glucagon/GLP-1 receptor
agonist that was co-invented by our two companies.
Pending results from their Phase 2 trial in patients with
obesity in 2023, we anticipate Boehringer Ingelheim’s
decision whether to initiate Phase 3 clinical development
of the molecule.
Among our three wholly owned peptides targeting
obesity, dapiglutide, our long-acting dual GLP-1/GLP-2
receptor agonist, showed very encouraging weight loss
in a four-week Phase 1 trial in healthy volunteers. We look
forward to gaining clinical insights into the mechanism
of this first-in-class molecule through an investigator
led Phase 2 trial in obesity being initiated in 2023. Of our
single receptor agonists, we are advancing a long-acting
amylin analog, ZP8396, through initial Phase 1 dose-es-
calation studies, and expect to report results during 2023.
We also expect to advance our long-acting GIP receptor
agonist, ZP6590, into Phase 1.
Significant progress
During 2022 we reported positive
results from two of our late-stage
clinical programs evaluating our
novel peptide therapies for the
treatment of rare diseases. Our
expertise in peptide design has
generated four differentiated
obesity assets in late pre-clinical
through Phase 2 clinical trials.
Zealand Pharma ∞ Annual Report 2022 6
We look forward to increasing our momentum within
obesity into the future.
Partnering our commercial products
We believe we can maximize the potential of our pipeline
through global co-development and commercialization
partnerships that complement and extend our capabili-
ties to deliver new peptide-based therapies for patients
with unmet medical needs. During the past year we have
accomplished key objectives to implement this strategy.
Having made the decision to scale back our commercial
operations, we moved quickly to ensure that patients
would continue to have access to our two marketed
products. In May we sold the V-Go
®
insulin delivery device
to MannKind Corporation and in September we entered
into a global license and development agreement with
Novo Nordisk to commercialize Zegalogue
®
. Our part-
nership with Novo Nordisk leverages our strength and
experience in peptide drug development and we continue
to contribute to the program. Under the agreement, we
remain responsible for certain activities to support further
development and approval outside of the U.S., including
the planned Marketing Authorization Application (MAA) in
the EU this year.
As we evaluate future partnerships for other pipeline
assets, one important element for us will be our ability
to continue to participate in the partnered programs
across the value chain. We will seek to maximize
the value of our assets by leveraging our strengths
and capabilities in a commercial partnership.
Extending our runway
Our strategy to prioritize investment in R&D included
a commitment to streamline operating infrastructure
and reduce corporate costs. This led to our decision to
remove Zealand Pharma’s American Depositary Shares
(ADSs) from listing on the New York-based Nasdaq Global
Select Market. At that time the ADSs accounted for less
than 1.5% of the company’s share capital. Ordinary shares
in Zealand Pharma continue to trade on the Copenhagen
Nasdaq in DKK.
Finally, despite the challenging financial markets, we were
able to strengthen our balance sheet in 2022 through
equity raises in June and October that together amounted
to approximately one billion DKK, or USD $140 million,
extending our cash runway.
We would like to thank our dedicated colleagues, the
patients and their caregivers who take part in our clin-
ical trials, our partners and our shareholders for their
continued support of Zealand Pharma.
Thank you
We would like to thank our
dedicated colleagues, the patients
who take part in our clinical trials
and their caregivers, our partners,
and our shareholders for their
continued support of
Zealand Pharma.
Adam Steensberg
President and
Chief Executive Officer
Martin Nicklasson
Chairman of
theBoard of Directors
Zealand Pharma ∞ Annual Report 2022 7
2022
Achievements
In 2022, we delivered on
our strategic objectives and
achieved significant pipeline
progress.
2022 Achievement
Executed partnership agreements
for commercial products
• Sold V-Go
®
to MannKind Corporation and entered into a partnership with Novo Nordisk for
Zegalogue
®
Delivered on the late-stage
clinical pipeline
• Reported positive results from Phase 3 trials in two rare disease programs: dasiglucagon
for congenital hyperinsulinism and glepaglutide for short bowel syndrome
Enriched our early pipeline and developed
our next generation platform
• ZP 8396 amylin for obesity: completed dose escalation in the Phase 1 single ascending
dose trial; initiated Phase 1 multiple ascending dose trial
• Dapiglutide for obesity: reported Phase 1 results and announced decision to pursue further
clinical development in obesity
Maintained a strong financial position • Met financial operating guidance
• Extended cash runway to mid-2024 by securing approximately USD 140 million through
private placements in June and October 2022
Delivered on our environmental, social,
and governance responsibility
• Implemented activities to reduce carbon footprint: revised policies and practices for travel
and vendor selection; sourced power from wind energy for headquarters
Zealand Pharma ∞ Annual Report 2022 8
DKK thousand 2022 2021 2020 2019 2018
Income statement
Revenue 103,986 108,546 192,001 41,333 37,977
Gross margin 103,986 97,576 192,001 40,918 34,621
Research and development
expenses -614,044 -581,511 -595,847 -561,423 -438,219
Sales and marketing expenses -32,298 -62,600 -20,795 0 0
General and administrative ex-
penses -237,210 -235,609 -201,594 -67,881 -43,543
Other operating items -57,587 -2,173 0 444 1,099,526
Net operating expenses -941,139 -881,893 -818,838 -628,860 617,764
Operating result -837,153 -784,317 -626,235 -587,942 652,385
Net financial items -134,888 25,430 -47,292 11,265 -27,334
Result before tax -972,041 -754,887 -673,527 -576,677 625,051
Income tax 6,431 3,949 4,814 5,136 -43,773
Net result for the period from con-
tinuing operations -965,610 -754,938 -668,713 -571,541 581,278
Net result for the period from dis-
continued operations -236,525 -263,211 -178,016 0 0
Net result for the period -1,202,135 -1,018,149 -846,729 -571,541 581,278
Earnings/loss per share from
continuing operations
– basic/diluted (DKK) -20.90 -17.61 -17.43 -16.91 18.94
Earnings/loss per share from
discontinued operations
– basic/diluted (DKK) -5.12 -6.14 -4.64 0 0
Earnings/loss per share
– basic/diluted (DKK) -26,02 -23,75 -22.07 -16.91 18.94
DKK thousand 2022 2021 2020 2019 2018
Statement of financial position
Cash and cash equivalents 1,069,234 1,129,103 960,221 1,081,060 860,635
Marketable securities 108,611 299,042 297,345 299,448 298,611
Cash, cash equivalents
and Marketable securities 1,177,845 1,428,145 1,257,566 1,380,508 1,159,246
Total assets 1,539,806 2,067,629 1,761,949 1,599,514 1,229,797
Total shareholders' equity 815,911 927,803 1,229,311 1,242,673 1,116,281
Cash flow
Cash (used in)/provided by
operating activities -942,209 -1,211,971 -688,716 -409,455 -461,420
Cash (used in)/provided by
investing activities 281,259 -18,121 -196,807 -51,666 882,925
Cash (used in)/provided by
financing activities 587,398 1,332,751 760,941 674,480 -155,449
Purchase of property, plant
and equipment -11,710 -22,133 -25,044 -21,036 -4,038
Free cash flow -953,919 -1,234,104 -713,760 -430,491 -463,418
Other
Share price (DKK) 201.40 145.10 220.60 235.40 82.40
Number of shares ('000 shares) 51,702 43,634 39,800 36,055 30,787
Market capitalization (DKKm) 9,305 6,220 8,464 8,487 2,537
Equity ratio 53% 45% 70% 78% 91%
Equity per share (DKK) 17.66 21.26 32.04 34.52 36.33
Average number of full time em-
ployees 247 346 297 173 146
Number of full time
employees at the end of the year 196 355 329 179 149
Consolidated key figures
Zealand Pharma ∞ Annual Report 2022 9
2023 Outlook
and objectives
In 2023 we are focused on
maximizing the value potential
of our pipeline.
Financial guidance
DKK million 2023 Guidance 2022 Actual
Revenue anticipated from existing and new license
and partnership agreements
No guidance due to uncertain size
and timing 104
Net operating expenses
1
800 - 900 941
1
Net operating expenses consist of R&D, S&M, G&A and other operating items
Financial guidance based on foreign exchange rates as of March 2, 2023
2023 Objectives
Engage in strategic partnership
discussions
• Engage in partnership(s) in line with commercialization strategy
Deliver on the late-stage clinical pipeline Prepare regulatory filings for our rare disease programs:
• dasiglucagon for the treatment of congenital hyperinsulinism
• glepaglutide for the treatment of short bowel syndrome
Advance programs in type 1 diabetes:
• prepare regulatory filing ex-US for Zegalogue
®
partnered with Novo Nordisk
• initiate Phase 3 program of dasiglucagon in a bi-hormonal artificial pancreas pump with
Beta Bionics
Enrich our early pipeline and develop
our next generation platform
Advance our obesity programs:
• report results from 6-week Phase 1 trials and advance to 16-week Phase 1 trial of long-
acting amylin analog ZP 8396
• support Phase 2 investigator-initiated trial of dapiglutide and advance dose titration trial
Develop our early pipeline and next generation peptide platform
Maintain a strong financial position • Meet financial guidance and ensure disciplined financial management
• Maintain sufficient cash runway
Deliver on our environmental, social, and
governance responsibility
• Advance ESG initiatives, including continued employee engagement, focus on maintaining
our unique culture and phasing out of non-electric vehicles
Zealand Pharma ∞ Annual Report 2022 10
R&D
programs
Peptide platform 12
R&D pipeline 13
Rare diseases 14
Congenital Hyperinsulinism (CHI) 14
Short Bowel Syndrome (SBS) 15
Obesity 16
Type 1 diabetes 18
Inflammation 19
Zealand Pharma ∞ Annual Report 2022 11
Peptide platform
We engineer
peptides
Our core expertise is the
discovery, design and
development of peptide-based
medicines. We engineer peptide
analogs to enhance biological
activity, extend duration of
action and increase stability to
provide innovative and better
treatments for a broad range of
diseases.
Our platform
Since our founding in 1998, we have built a unique
peptide platform and design process based on a deep
understanding of peptide chemistry, formulation
know-how and intellectual property rights combined with
advanced computer science.
The success of our peptide disovery and development
platform has been validated by bringing two approved
products marketed respectively by Sanofi and Novo
Nordisk, as well as the novel peptide analogs currently in
clinical development.
Why peptides?
Peptides are composed of amino acids and are produced
by all living organisms, including humans. Many peptides
are hormones that carry information between cells or
organs to perform a wide range of essential functions,
such as regulating appetite, blood glucose or stimulating
tissue growth.
Native peptides have powerful biological functions but
many are inherently unstable and short-lived in the blood-
stream. To convert native peptides into effective peptide
therapeutics, these characteristics must be modified,
while maintaining or enhancing the biological activity.
This involves modifying the amino acid sequence of the
peptide, usually by substituting with another amino acid.
We use nature’s own inventions
Through our deep understanding of peptide chemistry
and biology, we focus this substitution process on key
amino acids to remove the weak points that result in poor
solubility, stability or activity. We have successfully applied
this approach to glucagon, amylin, GLP-1, GLP-2 and GIP
to create new drug candidates.
Enhancing the natural property of a peptide or combining
activities of two or more peptides into single peptides can
present new therapeutic opportunities.
We use endogenous human peptides and peptides from
animal venoms to develop new therapeutic candidates.
We also manipulate bacteria to produce peptide libraries.
In other words, we make broad use of nature’s own inven-
tions in an effort to improve human health and quality of
life.
We continue to optimize our peptide platform through
new technologies and scientific advancements. We also
access cutting-edge technology through research collab-
orations. Our R&D capabilities and pre-clinical programs
provide opportunities to grow our scientific and medical
presence.
Zealand Pharma ∞ Annual Report 2022 12
Product Candidate Preclinical Phase 1 Phase 2 Phase 3 Registration
Dasiglucagon: Continuous
Subcutaneous Infusion
Glepaglutide (GLP-2 Analog)
BI 456906
(GCGR/GLP-1R Dual Agonist)
1
Dapiglutide
(GLP-1/GLP-2 Dual Agonist)
ZP 8396 (Amylin Analog)
ZP 6590 (GIP Receptor Agonist)
Dasiglucagon: Bi-Hormonal
Artificial Pancreas Systems
Dasiglucagon: Mini-Dose Pen
ZP 10068
(Complement C3 Inhibitor)
2
ZP 9830 (Kv1.3 Ion Channel Blocker)
ZP 10000 (ɑ4β7 Integrin Inhibitor)
All product candidates listed are investigational compounds whose safety and efficacy have not been evaluated or approved by the FDA or any other regulatory authority
1
Co-invented by Boehringer Ingelheim and Zealand: EUR 345 million outstanding potential development, regulatory and commercial milestones + high single to low double digit %
royalties on global sales to Zealand
2
Licensed to Alexion: USD $610 million potential development, regulatory and commercial milestones + high single to low double digits % royalties on net sales
GCGR, glucagon receptor; GLP, glucagon-like peptide; GIP, glucose-dependent insulinotropic polypeptide; IBD, inflammatory bowel disease; NASH, non-alcoholic steatohepatitis; T1D,
type 1 diabetes
R&D
pipeline
Our R&D pipeline of
investigational candidates aims
to address unmet medical needs
across therapeutic areas.
Congenital Hyperinsulinism
Obesity, NASH and Type 2 Diabetes
Obesity
Obesity
Obesity
Short Bowel Syndrome
Type 1 Diabetes management
Type 1 Diabetes exercise-induced hypoglycemia
Undisclosed
Undisclosed
IBD
Rare diseasesType 1 diabetesInflammation Obesity
Zealand Pharma ∞ Annual Report 2022 13
Rare diseases
Our approach
to Congenital
Hyperinsulinism
(CHI)
CHI is a rare disease affecting
newborns, infants and children
caused by a defect in pancreatic
beta-cells, resulting in insulin
overproduction and leading to
frequent, recurrent and often
severe episodes of low glucose
(hypoglycemia). Every year, an
estimated one in 28,000 to 50,000
newborns are diagnosed with
genetically determined CHI in the
U.S. and Europe.
A significant burden
Frequent, recurrent and severe episodes of hypoglycemia
in patients with CHI may result in brain damage. Complex
care, including continuous enteral feeding or intravenous
glucose, can result in lengthy and frequent hospitaliza-
tions that make daily life difficult. More than half of CHI
patients may be sub-optimally treated with current ther-
apies. The most severely affected children may need to
have their pancreas removed within months of birth to
prevent hypoglycemia, which results in the development
of life-long type 1 diabetes. The burden of managing CHI
is significant for the affected children and their families
and caregivers.
We are seeking to improve the lives of
patients and their caregivers
Dasiglucagon is an investigational glucagon analog
designed to allow for continuous subcutaneous infu-
sion via a wearable pump system
1
. The potential of dasi-
glucagon in the management of CHI is supported by two
Phase 3 clinical trials in newborns and children up to 12
years of age.
In one Phase 3 trial (17103), dasiglucagon reduced the
requirement for intravenous glucose in newly diag-
nosed newborns and infants who were being treated in
a hospital setting. By the end of the 25-day, two-part
clinical study, 7 of 12 patients had weaned off intravenous
glucose without needing a pancreatectomy. The second
Phase 3 trial (17109) was conducted with children aged
between 3 months and 12 years in a homecare setting,
Rare diseases
1
Zealand Pharma has a collaborative development and supply agreement with DEKA
Research & Development Corporation and affiliates for infusion pump system.
and dasiglucagon reduced time in hypoglycemia by
approximately 50% and hypoglycemic events by 37-40%
when measured by continuous glucose monitoring in the
study. The most frequently reported adverse events in
both trials were skin reactions and gastrointestinal distur-
bances. Forty-two out of the 44 patients who participated
in these two Phase 3 trials enrolled into a long-term
extension trial that is ongoing.
Zealand Pharma ∞ Annual Report 2022 14
Our approach
to Short Bowel
Syndrome (SBS)
Short bowel syndrome
(SBS) is a rare, chronic and
debilitating condition resulting
in significantly reduced or
complete loss of intestinal
function. In the U.S. there are
an estimated 7,500 people living
with SBS with intestinal failure.
Life-long dependency on parenteral support
Short bowel syndrome (SBS) is a complex disease that
occurs due to the physical loss, most often due to surgical
removal, of half or more of the small intestine. As a result,
individuals with SBS often have a reduced ability to absorb
nutrients and fluids. In more severe cases, referred to
as SBS with intestinal failure, patients are dependent on
complex parenteral support (PS) to sustain life. SBS with
intestinal failure is associated with significant medical
complications including liver and renal failure, metabolic
complications, chronic fatigue, and life-threatening infec-
tions. Although lifesaving, management of PS is associ-
ated with a significant burden on health care systems and
reduction in the patients’ and caregivers’ quality of life.
Need for improved treatment options
SBS can be treated in highly specialized, multi-disciplinary
centers, involving the use of agents that promote reha-
bilitation of the intestinal lining, such as GLP-2 analogs.
The only currently available GLP-2 treatment requires
weight-adjusted, daily subcutaneous dosing via vial and
syringe that involves a multi-step reconstitution process.
More effective and convenient treatments to further
reduce PS are needed, with the ultimate goal of enteral
autonomy.
We are developing a next generation
GLP-2 therapy for patients with SBS
Glepaglutide is a long-acting GLP-2 analog that is stable
in aqueous solution. We are developing glepaglutide as
a ready-to-use, fixed dose product designed for subcu-
taneous delivery via auto-injector. The Phase 3 program
includes four clinical trials evaluating the potential for
glepaglutide to reduce or eliminate the need for PS in SBS
patients with intestinal failure.
In the EASE-1 trial, glepaglutide administered twice a
week reduced weekly PS volume at week 24 compared to
placebo with statistical significance. Nine of 70 patients
treated with glepaglutide in the trial weaned off paren-
teral support within 24 weeks, while no placebo treated
patients were able to wean off parenteral support. Glepa-
glutide appeared to be well tolerated; the most frequently
reported adverse events in the trial were injection site
reactions and gastrointestinal events.
Glepaglutide continues to be evaluated in two long-term
safety and efficacy extension studies, EASE-2 and EASE-3,
as well as in a mechanistic study, EASE-4.
Rare diseases
Zealand Pharma ∞ Annual Report 2022 15
Obesity
Our approach
to Obesity
Excessive weight and obesity are
among the leading risk factors
for heart disease, ischemic
stroke, liver diseases and Type
2 diabetes, as well as for some
cancers.
Facing one of the greatest healthcare
challenges of our time
The global prevalence of obesity has nearly tripled since
the mid-1970s, with 650 million adults and 124 million
children and adolescents suffering from obesity. In the
U.S. alone, more than 40% of adults are considered obese.
Obesity is a complex disease that may be treated by
targeting a number of unique metabolic pathways. While
single-modality therapies have shown profound weight
loss, it is expected that dual or triple-hormonal treatments
are needed to achieve weight loss comparable to that
seen following bariatric surgery.
We are targeting obesity with
differentiated peptide molecules
We have designed peptides with built-in dual-acting
pharmacology or with mono pharmacology that can be
combined or co-formulated with other anti-obesity treat-
ments. Our goal is to achieve increased weight loss and/or
provide supplementary effects to address specific needs
of obese and overweight subpopulations.
Dual GLP-1/GLP-2 receptor agonist: dapiglutide
GLP-1 and GLP-2 are co-secreted by intestinal L cells in
response to food. GLP-1 decreases appetite reduces food
intake, delays gastric emptying after ingesting food, and
improves glycemia. GLP-2 may improve intestinal barrier
function and tolerability of GLP-1 agonists.
Obesity
Zealand Pharma ∞ Annual Report 2022 16
Dapiglutide is a first-in-class, long-acting dual GLP-1/
GLP-2 receptor agonist suitable for weekly administra-
tion. The amino acid sequence was derived from a GLP-2
peptide backbone with GLP-1 activity ‘dialed-in’.
A Phase 1 multiple ascending dose trial in healthy volun-
teers showed dose-dependent weight loss of up to 4.3%
at 4 weeks, supporting further clinical development in
obesity.
Amylin analog: ZP8396
Amylin is derived from β-cells in the pancreas and is
co-secreted with insulin. Amylin improves glycemic
control by delaying gastric emptying and targeting post-
prandial glucose. It also modulates satiety signals in the
brain to reduce food intake.
ZP8396, is a long-acting analog of amylin suitable for
weekly dosing that is designed with the potential for
monotherapy as well as to allow for co-formulation with
other anti-obesity peptides, including GLP-1 receptor
agonists, to enhance weight loss.
ZP8396 has shown significant weight loss in pre-clinical
models of obesity. A Phase 1 single ascending dose clin-
ical trial in healthy volunteers showed a pharmacokinetic
and safety profile that supports further development as a
potential obesity treatment. A Phase 1 multiple ascending
dose trial is ongoing.
GIP analog: ZP6590
Glucose-dependent insulinotropic peptide (GIP) is
released by K cells in the upper small intestine in response
to food intake. GIP acts via receptors in the hindbrain
to suppress appetite and can have a potent anti-emetic
effect. Thus, GIP may contribute to the efficacy of other
anti-obesity peptides, such as GLP-1 receptor agonists,
by both contributing a complementary effect and by
improving the therapeutic window of the other peptide.
ZP6590 is a long-acting analog of GIP with a predicted
half-life supporting weekly dosing. The molecule is
designed to allow for co-formulation with other anti-obe-
sity peptides, including GLP-1 receptor agonists.
Pre-clinical models of obesity have shown that ZP6590
can potentiate the weight loss effect of a GLP-1 receptor
agonist. Moreover, anti-emetic properties of GIP may
improve tolerance to GLP-1 receptor agonists.
Dual glucagon/GLP-1 receptor agonist: BI456906
Engaging the glucagon and GLP-1 receptors simultane-
ously may reduce bodyweight by both increasing energy
expenditure and reducing energy intake. Co-invented by
Boehringer Ingelheim and Zealand Pharma, BI456906 is a
long-acting, dual GCGR/GLP-1R agonist for once-weekly
administration.
A Phase 1 trial of BI456906 in people with obesity or
who are overweight resulted in up to 13.7% weight loss
and no unexpected safety findings following 16 weeks of
treatment. These data supported further clinical testing.
A Phase 2 trial reduced both blood sugar, as measured by
HbA1c, as well as bodyweight and waist circumference
in people living with type 2 diabetes after 16 weeks of BI
456906 treatment. Two further Phase 2 trials are ongoing
in patients with obesity and in patients with non-alcoholic
steatohepatitis (NASH).
Boehringer Ingelheim is funding and conducting all
research, development and commercialization activities
related to BI456906. Zealand is eligible to receive up to
EUR 345 million in outstanding milestone payments, and
high-single to low-double digit royalties on global sales.
Zealand Pharma ∞ Annual Report 2022 17
Type 1 diabetes
Our approach
to Type 1
Diabetes
Despite newer insulins and
better administration systems,
most people with type 1 diabetes
are unable to reach the glycemic
goals defined by the American
Diabetes Association.
Advances have been made in insulin chemistry and
delivery systems to help patients more effectively manage
their disease. Despite this, achieving tight control over
blood-glucose levels remains a daily challenge for those
living with type 1 diabetes. The risk of diabetes complica-
tions persists particularly in those who cannot optimize
glucoce control, or are at significant risk of hupoglycmia.
Type 1 diabetes is not a single-hormone disease, and
glucagon secretion is dysfunctional in these patients. We
believe that insulin-only treatment approaches do not
mimic physiology and that therapies should be aimed at
restoring physiology through bi-hormonal supplementa-
tion. The aqueous formulation of dasiglucagon potentially
renders it suitable for chronic administration.
We aspire to change type 1 diabetes management
We are developing a pre-filled dasiglucagon cartridge
intended for use in Bihormonal Artificial Pancreas
systems. We are collaborating with Beta Bionics, devel-
oper of the Bihormonal iLet
®
Bionic Pancreas (iLet Duo™),
a pocket-sized, dual chamber (insulin and dasiglucagon),
autonomous, glycemic control system. The iLet Duo™ is
an investigational device that is limited to investigational
use only. The iLet
®
Bionic Pancreas platform is designed
to use adaptive, self-learning, control algorithms, together
with continuous glucose monitoring and pump tech-
nology, to autonomously compute and administer doses
of insulin and/or glucagon and mimic the body’s natural
ability to maintain tight glycemic control.
With Beta Bionics, we are planning a Phase 3 program
designed to support the marketing applications for the
iLet Duo and a New Drug Application for the use of dasi-
glucagon in Bihormonal Artificial Pancreas systems for the
treatment of type 1 diabetes.
Type 1 diabetes
Zealand Pharma ∞ Annual Report 2022 18
Inflammation
Inflammation
Our approach
to Chronic
Inflammatory
Diseases
We believe that peptide
medicines represent an
opportunity for innovation
in the treatment of chronic
inflammatory diseases.
We are progressing programs that represent high-profile
targets shown to be difficult to address with small mole-
cules and antibodies, as well as orally available peptides
against disease targets that have been proven clinically
with injectable antibodies.
Complement C3 inhibitor
The complement system is a part of the innate immune
system, and a central component of the complement
cascade is the C3 protein. Altered activation of the
complement cascade is implicated in many immune-me-
diated diseases and in particular rare diseases such as
paroxysmal nocturnal hemoglobinuria, cold agglutinin
disease, myasthenia gravis and C3 glomerulopathy. There
is currently only one approved drug to treat complement
mediated diseases: an antibody that blocks the comple-
ment C5, the final step in complement activation. We have
selected a candidate molecule that acts on C3, upstream
of C5, and thus offers potential differentiation and broader
utility than the current therapy. The candidate investi-
gational peptide is selective and long-acting, with the
potential to be best-in-class.
We are currently progressing this molecule in collabora-
tion with Alexion (AstraZeneca). We are leading the joint
discovery and research efforts through the preclinical
stage, and Alexion will lead development efforts begin-
ning with Investigational New Drug (IND) filing and Phase
1 trials.For the lead target, Zealand is eligible to receive up
to USD $610 million in development and sales milestone
payments, plus royalties on global sales in the high single
to low double digits.
Integrin α4β7 inhibitor
ZP10000, is being developed as an orally delivered peptide
drug to target integrin α4β7, which is involved in the patho-
genesis of inflammatory bowel disease (IBD). Specific
binding to surface α4β7 on the T cells prevents the interac-
tion with MAdCAM-1 on the endothelial cells, which plays
a critical role in immune cell recruitment to the intestinal
tissue. This mode of action has been clinically validated
in IBD by vedolizumab, an approved injection-only α4β7
integrin inhibitor antibody. ZP10000, is a peptide ligand that
selectively binds to α4β7, and its efficacy has been demon-
strated in vivo in IBD models. ZP10000, has binding prop-
erties on par with marketed antibodies and oral bioavaila-
bility as demonstrated in vivo. We are currently exploring
the optimal oral formulation for this compound while we
progress the program towards clinical testing.
Kv1.3 ion channel blockers
Kv1.3 is a potassium conducting ion channel, which is
selectively upregulated on T effector memory cells. T
effector memory cells play a key role in autoimmunity
and chronic inflammation by releasing pro-inflammatory
cytokines, which drive tissue damage. The anti-inflam-
matory effects of blocking the Kv1.3 ion channel have
been demonstrated in pre-clinical models of autoimmune
diseases. The specific and selective location of the Kv1.3 on
the effector memory T cells makes it an attractive pharma-
ceutical target, as blocking preserves the protective effects
of the rest of the immune system. ZP9830, is a potent and
selective Kv1.3 blocker with potential to treat a broad range
of T cell driven autoimmune diseases. Currently we are
progressing the molecule into IND enabling toxicity studies.
Zealand Pharma ∞ Annual Report 2022 19
Corporate
matters
Corporate matters 21
Corporate social responsibility 24
Our people and culture 26
Risk management and internal control 27
Financial review 30
Shareholder information 32
Board of Directors and
Corporate Management 34
Zealand Pharma ∞ Annual Report 2022 20
Annual General Meeting
Board of Directors
Corporate Management
Organization
Nomination
Committee¹
Remuneration
Committee
Scientific
Committee
Audit
Committee
Corporate
matters
Our approach to corporate
governance is founded on
ethics and integrity and
forms the basis of our efforts
to ensure strong confidence
from our shareholders,
partners, employees, and other
stakeholders.
As a company incorporated under the laws of Denmark,
and with our shares admitted to trading and official listing
on Nasdaq Copenhagen, we are subject to various appli-
cable legislations, standards and other regulations for
publicly traded companies. These include Danish securities
law and the recommendations on corporate governance
issued by the Danish Committee on Corporate Governance
(in the below ‘‘the Recommendations’’). On 8 August 2022
we gave notice to the Security and Exchange Commis-
sion (SEC) that Zealand Pharma would delist from the
US-based Nasdaq Global Select Market and end our Amer-
ican Depository Receipt (ADR) program. On 30 September
2022, we filed the necessary notices with the SEC in New
York to complete this process and Zealand is therefore no
longer listed on the US-based Nasdaq and will continue
with Nasdaq Copenhagen as our only listing.
Management structure
Zealand has a two-tier management structure composed
of the Board of Directors (“the Board”) and the Corporate
Management. The Board is responsible for the overall
visions, strategies and objectives, the financial and mana-
gerial supervision of Zealand as well as for regular evalua-
tion of the work of the Corporate Management. In addition,
the Board provides general oversight of our activities and
ensures that it is managed in a manner and in accordance
with applicable law and our Articles of Association.
The Board approves the policies and procedures, and
Corporate Management is responsible for the day-to-day
management of Zealand in compliance with the guidelines
and directions set by the Board of Directors.
¹ The Nomination Committee is a sub-set of the board..
Corporate governance structure
Zealand Pharma ∞ Annual Report 2022 21
The allocation of responsibilities between the Board and
the Corporate Management is stipulated in the Rules of
Procedure.
Board of Directors
The Board of Directors plays an active role in setting our
strategies and goals and in monitoring the operations and
results. The Board of Directors functions according to its
rules of procedure. Board duties include establishing our
strategy, policies and activities to achieve our objectives in
accordance with the Articles of Association.
In line with the Recommendations, the Board of Directors
annually reviews and determines the qualifications and
experience needed on the Board. The chairman supervises
the Board of Director's annual self-evaluation of its perfor-
mance.
The Board of Directors met, using a mixture of virtual and
in-person meetings, for a total of 13 times in 2022.
Board Committees
The Board has established four committees to support
the Board in its duties: Audit Committee, Remuneration
Committee, Scientific Committee, and a Nomination
Committee.
Overview of meetings in 2022
Attended Absent
Board Audit Committee
Remuneration
Committee
Scientific
Committee
Nomination
Committee
Martin Nicklasson
••••••••••••• •••••••• ••••••••
N/A
••
Kirsten A. Drejer
•••••••••••••
N/A N/A
•••• ••
Jeffrey Berkowitz
••••••••••••• ••••••••
N/A N/A
••
Bernadette Connaughton
••••••••••••• ••••••••
N/A N/A
••
Alain Munoz
•••••••••••••
N/A
•••••••• •••• ••
Leonard Kruimer
••••••••••••• ••••••••
N/A N/A
••
Michael J Owen
•••••••••••••
N/A
•••••••• •••• ••
Jens Peter Stenvang
•••••••••••••
N/A N/A N/A N/A
Frederik Barfoed Beck
•••••••••••••
N/A N/A N/A N/A
Anneline Nansen
•••••••••••••
N/A N/A N/A N/A
Iben Louise Gjelstrup
•••••••••••••
N/A N/A N/A N/A
Audit Committee
The Audit Committee assists the Board of Directors with
oversight of financial reporting, internal control and risk
management systems, external auditing of the annual
report, and control of the auditor’s independence,
including oversight of non-audit services and other activi-
ties delegated by the Board of Directors.
In 2022, specific topics discussed included auditor’s
reports, accounting policies, internal controls, including
SOX (Sarbanes-Oxley Act) compliance, finance, risk
management, insurance policy, de-listing of the American
Depository Shares, year-end issues and external financing.
The Audit Committee met eight times in 2022.
Remuneration Committee
The Remuneration Committee proposes the remuneration
policy as well as targets for company-operated perfor-
mance-related incentive programs. These policies and
guidelines set out the various components of the remu-
neration, including fixed and variable remuneration such as
pension schemes, benefits, retention bonuses, severance
and incentive schemes as well as the related bonus and
evaluation criteria.
In 2022, specific topics discussed included long-term
incentive programs for management and Board of Direc-
tors, US based employees, company goals, compensation
policy for eligible employees, termination package for
the former CEO and CFO, compensation package for the
new CEO and the new CFO and Board compensation and
development of Zealand peer group.
Zealand Pharma ∞ Annual Report 2022 22
The Remuneration Committee met virtually eight times in
2022.
Nomination Committee
The Nomination Committee makes recommendations for
decisions to the Board of Directors regarding Board and
CEO positions and identifies and recommend candidates
for the Board of Directors.
Specific topics discussed in 2022 included the composition
of the independent members of the Board of Directors
and a review of the organization’s needs from the revised
company strategy announced on 30 March 2022. The
Nomination Committee met twice in 2022.
Scientific Committee
The Scientific Committee is a forum with the purpose of
leveraging the scientific expertise of the appointed Board
of Directors, understanding, and challenging the approach
and assumptions of the Company’s Research & Develop-
ment strategy, provide technical assistance to the Board on
Research & Development related issues and provide guid-
ance to the Board on the risks of the Company’s Research
& Development strategy.
Specific topics discussed in 2022 included the develop-
ment of the clinical pipeline, preparation for potential
interactions with regulatory authorities and a review of the
pre-clinical pipeline. The Scientific Committee met four
times in 2022.
The charter of the Audit Committee
is available at:
zealandpharma.com/audit-committee
The charter of the Remuneration Committee,
the remuneration report, the remuneration
policy and the guidelines for incentive pay are
available at:
zealandpharma.com/remuneration-committee
The charter of the Nomination Committee is
available at:
zealandpharma.com/nomination-committee
The charter of the Scientific Committee is
available at:
zealandpharma.com/scientific-committee
Compliance with the Corporate Governance
Recommendations
Zealand complies with the Recommendations on
Corporate Governance in all material respects,
with notes on those areas where is has chosen
to depart from those recommendations set out
below. Zealand has chosen to depart or had
provided explanations in respect of the following
areas of the Recommendations:
1.1.2. The Committee recommends that the
company adopts policies on the company’s rela-
tionships with its shareholders.
1.4.2. The Committee recommends that the
board of directors adopts a tax policy to be made
available on the company’s website.
2.1.1. The Committee recommends that the board
of directors in support of the company’s statutory
objects according to its articles of association
and the long-term value creation considers the
company’s purpose and ensures and promotes a
good culture and sound values in the company.
The company should provide an account thereof
in the management commentary and/or on the
company's website.
3.1.2. The Committee recommends that the
board of directors on an annual basis discusses
the company’s activities to ensure relevant diver-
sity at the different management levels of the
company and adopts a diversity policy, which is
included in the management commentary and/or
available on the company's website.
Zealand Pharma ∞ Annual Report 2022 23
Corporate
social
responsibility
We are committed to being
a socially responsible
biotechnology company that
serves broader economic,
societal, and environmental
interests.
Our commitment to corporate social responsibility (CSR)
is embedded in our mission to change lives with next
generation peptide therapeutics. Our ambition to be the
best peptide drug discovery and development company is
inspired by patients and the opportunity to address their
unmet medical needs. We are committed to ensuring
that our actions benefit our direct stakeholders (patients,
shareholders, partners and colleagues) as well as society.
Our CSR policy focuses on areas most relevant to our
core business:
• Working environment, employee well-being,
and diversity
• Quality in relation to research, development and
product supply activities
• Putting patients first
• Creating strong partnerships
• Environmental sustainability
• Business ethics
Commitment to Sustainable Development Goals
We are committed to addressing global challenges
through support of the Sustainable Development Goals
established by the United Nations. Six goals that are rele-
vant to our business remain in focus, and we continue
to identify and implement initiatives and metrics to eval-
uate our progress in these areas. Additional goals may be
considered as our company evolves.
For the statutory reporting on corporate social
responsibility, gender distribution and diversity
in management cf. the Danish Financial Statement
Act §99a, §99b and §107d, please see the Corporate
Social Responsibility Report 2022 at
zealandpharma.com/csr
Zealand Pharma ∞ Annual Report 2022 24
Gender Diversity
Diversity provides better understanding of the commu-
nities in which we operate, so that we can better serve
patients and other stakeholders. We aim to achieve equal
representation of both genders at all management levels,
from the Board of Directors to the heads of departments.
Zealand has an even distribution of female and male
managers, with more women than men across the organ-
ization (female represenation is 59%; 2021: 58%). As of
December 31, 2022, Zealand's Corporate Management
included two women and four men, giving a female
representation of 33% (2021: 17%) and the Board of Direc-
tors consisted of four women and seven men, giving a
female representation of 36% (2021: 36%).
We are committed to providing equal opportunities for all
employees, by recruiting, hiring, training, promoting, and
making other personnel decisions, without regard to race,
colour, gender identity/expression, religion, age, sexual
orientation, national origin, disability, military or veteran
status or any other protected basis.
Quality in everything we do
Our quality policy describes compliance with rigorous
internationally recognized standards and guidelines at all
stages of research, development and commercial produc-
tion to ensure that we do not place patients or animals
at risk due to inadequate safety, quality or efficacy. We
maintain oversight of outsourced GxP activities to ensure
vendor compliance with the requirements of pharmaceu-
tical quality standards including Good Laboratory Practice
(GLP), Good Manufacturing, Practice (GMP), Good Clinical
Practice (GCP), Good Pharmacovigilance Practice (GVP),
appropriate standards for medical devices and others.
Focus on patients
At Zealand, we work to improve the lives of people with
unmet medical needs through collaborations with advo-
cacy groups and patient organizations. We have a long-
term commitment to patients and their caregivers to
develop better treatment options for improved outcomes.
Data Ethics
This statement forms part of the management commen-
tary of the annual report of Zealand Pharma for the last
financial year. The Danish regulation - Section 99d of the
Danish Financial Statements Act - requires larger compa-
nies, which have a policy for data ethics, to supplement
the management commentary of the annual report with
a report on data ethics. As an innovative fast-moving
biotech company the importance of responsible data
sharing and data ethics is appreciated within the organi-
zation. Zealand Pharma is committed to apply data ethics
that are consistent with the appropriate privacy regu-
lations and consistent with accepted industry practice.
Zealand Pharma currently has policies on Data Integrity
and Good Documentation that apply to the integrity and
quality of data for its clinical trials and a Data Governance
Manual that governs the way that certain categories are
handled and used. Zealand believes that these policies
provide adequate safeguards for its data.
Board of Directors
Company
Corporate Management
4 (5)
2 (1)
2022
2021
Men
Women
2022
2021
Men
Women
%
64 (64)
36 (36)
41 (42)
59 (58)
2022
2021
Men
Women
%
Zealand Pharma ∞ Annual Report 2022 25
Our people
and culture
Our team's well-being,
competency development,
and engagement are key to
realizing our ambitious business
goals. We strive to cultivate a
diverse, unique, energizing, and
respectful environment for all
employees, regardless of their
background.
Engagement
We are proud that close to 100% of employees across
geographies and functional areas believe in the future
of Zealand, according to our 2022 engagement survey
results. Our people are dedicated and ambitious, helping
to achieve major organizational goals, even with a change
in company strategy during 2022. We aspire to maintain
this level of engagement into the future.
One Team
We aim to change lives through next generation thera-
peutics, and our employees are at the center of the solu-
tions. We pride ourselves on our ability to work together
as one team, and foster a strong company culture
founded on collaboration, bold innovation, empower-
ment, and trust.
To support our employees’ well-being, we work system-
atically to maintain a safe and healthy work environment.
We have designed our policies and governance systems to
promote physical and psychosocial health. Our commit-
tees include a Works Council and an Occupational Safety
and Health Committee (OSHA Committee), on which
both management and employees are represented and
regularly discuss matters related to our work environment.
Employees are also represented on the company’s Board
of Directors per Danish law.
Talent
Zealand strives to be among the very best employers. We
are building on Zealand's unique strengths and culture,
while we evolve and diversify our workforce to meet
tomorrow's demands and keep our innovation power.
To attract and retain global talent, we foster a strong
company culture, exemplified by our "DNA". These lived
and shared values are that our employees are bold, work
as one team, can be trusted and empower each other.
Through our employees, we can continue to grow a
company with highly specialized employees committed
to changing lives by evolving our business and advancing
our pipeline.
Safe work environment
Zealand works systematically to maintain a safe and
healthy work environment. We maintain numerous proce-
dures to support our work environment and train all
Zealand employees in standard safety protocols to enable
self-management of their occupational safety.
Zealand Pharma ∞ Annual Report 2022 26
Risk
management
and internal
control
We constantly monitor and
assess the overall risk of doing
business in the pharmaceutical/
biotech industry and the
particular risks associated
with our current activities and
corporate profile.
This section contains a summary of our key risk areas and
how we attempt to address and mitigate such risks. Envi-
ronmental and ethical risks are covered in our corporate
social responsibility reporting, and risks related to finan-
cial reporting are covered in our corporate governance
reporting.
Doing business in the pharmaceutical/biotech industry
involves major financial risks. The development of novel
medicines takes several years, costs are high, and the
probability of reaching the market is relatively low due to
developmental and regulatory hurdles.
Our Management is responsible for implementing
adequate systems and policies in relation to risk manage-
ment and internal control, and for assessing the overall
and specific risks associated with our business and opera-
tions. Furthermore, our Management seeks to ensure that
such risks are managed optimally and in a responsible and
efficient manner.
The main risks related to our activities include employees’
and business partners’ violation of our anti-corruption
commitment and potential legal and financial conse-
quences thereof. Zealand’s whistle-blower program
and insider information list are two methods for miti-
gating such risk. We are developing programs to support
ongoing maintenance of code of business conduct
understanding among employees, as well as a more
robust program to ensure data privacy and protection.
Risks of particular importance to us are scientific and
development risks, commercial risks, intellectual property
risks, clinical trial risks, regulatory risks, partner interest
risks, and financial risks. Risk and mitigation plans are
monitored by Management, and the continuous risk
assessment is an integral part of the yearly reporting to
the Board of Directors.
Zealand Pharma ∞ Annual Report 2022 27
Zealand risk and mitigation
Commercial activities – products in
research and development
Research and
development
Clinical trials Intellectual property
Risk
Risks relating to the sales of our products, market
size, competition, development time and costs,
partner interest and pricing of products in develop-
ment.
Research and development of new pharmaceutical
medicines is inherently a high-risk activity. The
probability of discovering and developing an effica-
cious and safe new medicine with strong IP protec-
tion is challenging.
Our product candidates will need to undergo
time-consuming and expensive trials to document
efficacy and safety, the outcome of which is unpre-
dictable, and for which there is a high risk of failure.
If clinical trials of our product candidates fail to
satisfactorily demonstrate safety and efficacy to
the FDA, the EMA and other comparable regulatory
authorities, we may incur additional costs or experi-
ence delays in completing, or ultimately not be able
to complete, the development of these product
candidates.
If we or our partners were to face infringement
claims or challenges by third parties, an adverse
outcome could subject us or our partners to signif-
icant liabilities to such third parties or lead to the
withdrawal of the product. This could lead us or
our partners to curtail or cease the development
of some or all of their candidate drugs, or cause
our partners to seek legal or contractual remedies
against us, potentially involving a reduction in the
royalties due to us.
Mitigation
Our revised strategy is to be the partner of choice
for next generation peptides. The partnership model
works by maintaining a close dialogue with partners
to monitor the progress on the partnership with the
commercial assets.
Throughout the research and development process,
we regularly assess these risks by means of a risk
assessment of all our research and development
projects, conducted by Management together with
the department heads and project managers. This
is reviewed and escalated as appropriate during the
lifetime of the project. Highlights of this assessment
are presented to the Board of Directors, and this
includes a description of each project and measures
its progress based on milestones. It analyses the
individual risks of each project and prioritizes the
project portfolio.
Our clinical project teams work closely with
external expert clinicians and product development
experts within the industry to design, set up and
conduct the clinical programs. Our employees have
been selected due to their extensive experience
within their field of expertise, receive training and
are continuously developed to fulfil requirements.
We also engage in meetings with regulatory author-
ities to ensure that there is alignment on the regula-
tory strategy and trial requirements.
Our patent department works closely with external
patent counsels and partners’ patent counsels to
minimize the risk of patent infringement claims as
well as to prepare any patent defence should this be
necessary.
Our employees receive training and updates on
policies regarding the correct and lawful manage-
ment of internal and external intellectual property.
Zealand Pharma ∞ Annual Report 2022 28
Zealand risk and mitigation – continued
Regulatory
Future partnerships Financial IT
Risk
The regulatory approval processes of the FDA, the
EMA and other regulatory authorities can be lengthy,
time consuming and inherently unpredictable, and
if we or our collaboration partners are ultimately
unable to obtain regulatory approval for internal or
out licensed product candidates, our business could
be substantially harmed.
Entering into collaborations with partners can bring
significant benefits as well as involve risks. In addi-
tion, full control of the product is often given to the
partner.
Financial risks relate to cash and treasury manage-
ment, liquidity forecasts and financing opportuni-
ties.
In addition to the above there are macroeconomic
risks relating to rising interest rates and volatility in
the financial markets.
Our information technology systems are key to its
operations and need protection from intrusion from
unauthorized entry.
Mitigation
Our regulatory department works closely with
external consultants and regulatory agents to
develop regulatory strategies. We also engage in
meetings with regulatory authorities to ensure that
there is alignment on the regulatory strategy and
trial requirements.
Under our revised corporate strategy, partnerships
are a key part of our future. To maximize the value
of such partnerships, we strive to foster a close and
open dialogue with our partners, thereby building
strong partnerships that work effectively.
Financial risks are regularly assessed by our
Company's Management and reported to the Audit
Committee and the Board of Directors.
The company regularly assesses its exposure to the
markets and assess all its options for its financing
needs.
We employ qualified IT professionals who use
external assistance from qualified vendors to
provide advice on cybersecurity and systems secu-
rity were relevant. All members of staff are trained
in IT security and our IT systems use multi-authen-
tication systems as appropriate to reduce the risk of
unauthorized entry into the systems. Our company
has appropriate protection systems from viruses
and malware. The most sensitive data is encrypted
and subject to restricted internal use.
Zealand Pharma ∞ Annual Report 2022 29
Financial
review
Financial review for the period
January 1 – December 31, 2022.
Financial results
In March 2022 Zealand announced a change in strategy
and intention to scale back commercial operations.
As a consequence, the result from activities related to
commercialization of products via own sales force is clas-
sified as discontinued operations. Comparative figures for
2021 have been restated to match the classification.
Revenue
DKK million 2022 2021 ∆
∆ in
percent
Revenue from collabora-
tion agreements 104.0 108.6 -4.6 -4%
Product sales from
discontinued operations 87.6 184.0 -96.4 -52%
Total revenue 191.6 292.6 -101.0 -35%
Revenue from collaboration agreements is positively
impacted by the license and development agreement
with Novo Nordisk A/S related to Zegalogue. The positive
effect is offset by a decrease in received milestones from
other collaboration agreements.
Research and development expenses
DKK million 2022 2021 ∆
∆ in
percent
Research and develop-
ment expenses from
continuing operations 614.0 581.5 32.5 6%
Research and develop-
ment expenses from
discontinued operations 4.9 6.2 -1.3 -21%
Total research and devel-
opment expenses 618.9 587.7 31.2 5%
Research and development expenses are increased
compared to last year due to the new strategy to prioritize
pipeline activities.
Sales and marketing expenses
DKK million 2022 2021 ∆
∆ in
percent
Sales and marketing
expenses from continuing
operations 32.3 62.6 -30.3 -48%
Sales and marketing ex-
penses from discontinued
operations 113.7 312.7 -199.0 -64%
Total sales and marketing
expenses 146.0 375.3 -229.3 -61%
Sales and marketing expenses are decreased compared to
2021 as a result of the change in strategy as announced in
March, 2022.
Zealand Pharma ∞ Annual Report 2022 30
General and administrative expenses
DKK million 2022 2021 ∆
∆ in
percent
General and adminis-
trative expenses from
continuing operations 237.2 235.6 1.6 1%
General and adminis-
trative expenses from
discontinued operations 17.1 25.4 -8.3 -33%
Total general and admin-
istrative expenses 254.3 261.0 -6.7 -3%
The decrease in general and administrative expenses from
discontinued operations is a result of the reduced activi-
ties in US following the change in strategy.
Financial items
DKK million 2022 2021 ∆
∆ in
percent
Financial income 133.3 41.2 92.1 224%
Financial expenses -268.2 -15.8 -252.4 1,597%
Net financial items -134.9 25.4 -160.3 -631%
Financial items is driven by the loan agreement with
Oberland. The increase in financial income is a result of
a fair value adjustment on Zealands option to prepay the
loan. The increase in expense is caused by a recognized
loss on the partial repayment of the loan, fair value adjust-
ments of Oberlands option to call for repayment of the
loan under certain conditions and the ongoing interests
on the loan.
Corporate tax
DKK million 2022 2021 ∆
∆ in
percent
Corporate tax from con-
tinuing operations 6.4 3.9 2.5 64%
Corporate tax from dis-
continued operations -13.1 4.8 -17.9 -373%
Total corporate tax -6.7 8.7 -15.4 -177%
The corporate tax is impacted by an impairment of
deferred taxes related to our US operations as a conse-
quense of the changed strategy.
Liquidity and capital resources
Equity
DKK million
Dec 31,
2022
Dec 31,
2021 ∆
∆ in
percent
Equity 815.9 927.8 -111.9 -12%
Equity ratio 53% 45% N/A N/A
The decrease in equity was mainly driven by the loss for
the period offset by capital increases in June and October
2022 amounting to DKK 1,085 million.
Cash, cash equivalents and
Marketable securities
DKK million
Dec 31,
2022
Dec 31,
2021 ∆
∆ in
percent
Cash, cash equivalents
and marketable securities 1,177.8 1,428.1 -250.3 -18%
Cash flow
DKK million 2022 2021 ∆
∆ in
percent
Cash used in
operating activities -942.2 -1,212.0 269.8 22%
Cash used in
investing activities 281.3 -18.1 299.4 1,654%
Cash flow from
financing activities 587.4 1,332.8 -745.4 -56%
Free cash flow -953.9 -1,234.1 -280.2 23%
The decrease in cash used in operating activities is caused
by a postive impact from working capital due to the
reduced sales activities.
Cash used in investing activities in 2022 relates to settle-
ment of the Groups marketable securities and proceeds
received from the divestment of V-GO.
Cash from financing activities is from the capital raises in
June and October 2022, offset by the partial repayment of
the Oberland loan.
Zealand Pharma ∞ Annual Report 2022 31
18 (28)
25 (41)
0 (0)
20 (1)
37 (29)
%
Denmark
United Kingdom
Rest of Europe
Rest of World
United States
2022
2021
Shareholder
information
We are listed on Nasdaq
Copenhagen under the ticker
symbol ZEAL.
Find out more about our investor relations at
zealandpharma.com/investor-relations
At December 31, 2022, the nominal value of our share
capital was DKK 51,702,098, divided into 51,702,098
shares with a nominal value of DKK 1 each.
In 2022 the share capital increased by a nominal value of
DKK 8.1 million through two directed issues and private
placements (DKK 7.9 million in total) and exercise of
employee warrants (DKK 0.2 million). All Zealand shares
are ordinary shares and belong to one class. Each share
listed by name in Zealand’s shareholder register represents
one vote at the annual general meeting and other share-
holders’ meetings.
Change in number of shareholders during 2022
The number of registered shareholders in Zealand Pharma
increased to 24,283 at December 31, 2022, from 24,097 at
December 31, 2021.
Ownership
The following shareholders are registered in Zealand
Pharma’s register of shareholders as being the owners of a
minimum of 5% of the voting rights or a minimum of 5% of
the share capital (one share equals one vote) at December
31, 2022:
• Van Herk Investments, Netherlands (14.8% of
votes/14.8% of capital)
• Polar Capital LLP, United Kingdom (11.5% of votes/11.5%
of capital)
Institutional shares by geography
Based on Nasdaq Corporate Solutions aggregated data
per October 2022 and Computershare aggregated data
per December 2021.
Zealand Pharma ∞ Annual Report 2022 32
Share price performance
The price of Zealand’s shares increased by 38.8% during
2022 with a market closing share price at year-end of DKK
201.40, compared to DKK 145.10 at year-end 2021.
Annual General Meeting
The annual general meeting is scheduled to be held elec-
tronically and in-person on Wednesday, March 29, 2023 at
3:00 PM CET. Additional information will become available
at https://www.zealandpharma.com/annual- general-
meeting no later than 3 weeks before the annual general
meeting.
Financial Calendar 2023
Date Event
March 29 Annual General Meeting
May 11 Q1 Earnings Release /
Interim Report First Quarter 2023
August 17 H1 Earnings Release /
Interim Report First Half 2023
November 9 Q3 Earnings Release /
Interim Report Third Quarter 2023
All dates are subject to NASDAQ deadlines and reporting
requirements and are subject to change
Analyst coverage
Zealand is followed by the financial institutions and
analysts listed below:
Institution Analyst
United Kingdom
Goldman Sachs
Jefferies
Morgan Stanley
Rajan Sharma
Lucy Codrington
Sarita Kapila
Netherlands
Kempen Suzanne van Voorthuizen
Denmark
Carnegie
Danske Bank
Nordea
Jesper Ilsøe
Thomas Bowers
Michael Novod
Core share data
Denmark U.S.*
Number of shares and
ADSs at Dec. 31, 2022
51,702,098 0
Listing Nasdaq
Copenhagen
Nasdaq Global Select
Market, New York
Ticker symbol ZEAL ZEAL
Index
memberships
Nasdaq
Copenhagen
* In 2022, Zealand voluntarily removed its American Depositary Shares (ADSs) from listing
on the New York-based Nasdaq Global Select Market. One ADS represented one ordi-
nary share in Zealand Pharma, and the company’s ADSs accounted for less than 1.5% of
the total share capital.
Zealand Pharma ∞ Annual Report 2022 33
Board of
Directors and
Corporate
Management
Find out more about the Board of Directors at
zealandpharma.com/board-of-directors-
and-nomination-committee
Martin Nicklasson Kirsten A. Drejer Jeffrey Berkowitz
Position Chairman Vice Chairman Board member
Year of birth 1955 1956 1966
Nationality Swedish Danish American
Gender Male Female Male
First elected 2015 2018 2019
Committee AdCom, RemCom chair and
NomCom chair
NomCom and SciCom NomCom and AdCom
Independent Yes Yes Yes
Special
competencies
Extensive general management and
research and development experience
from AstraZeneca Plc and Swedish
Orphan Biovitrum AB.
More than 30 years of international
experience in the pharmaceutical and
biotech industry. Before co-founding
Symphogen A/S in 2000, held several
scientific and managerial positions at
Novo Nordisk A/S.
Global executive with extensive branded
and generic pharmaceutical, retail
pharmacy, wholesale drug distribution,
specialty, payor and healthcare services
leadership experience in P&L accountable
roles.
Current positions Board member of Basilea Pharmaceutica
Ltd. and chairman of Nykode Therapeu-
tics AS.
Chairman of the board of Antag Thera-
peutics, Bioneer and ResoTher Pharma.
Board member of Curasight A/S and Malin
Corporation.
CEO and Director of Real Endpoints.
Board member of H. Lundbeck A/S,
Esperion Therapeutics, Inc. and Uniphar
PLC.
Zealand shares at
December 31, 2022
10,570 4,800 4,200
Zealand warrants at
December 31, 2022
0 0 0
Zealand RSUs at
December 31, 2022
8,000 4,000 4,000
Change in owner-
ship in 2022
+8,000 +4,000 +4,000
Zealand Board of Directors at March 2, 2023
Zealand Pharma ∞ Annual Report 2022 34
Bernadette Connaughton Leonard Kruimer Alain Munoz Michael John Owen
Position Board member Board member Board member Board member
Year of birth 1958 1958 1949 1951
Nationality American Dutch French British
Gender Female Male Male Male
First elected 2019 2019 2005
¹
2012
Committee NomCom and AdCom NomCom and AdCom NomCom, RemCom and ScCom NomCom, RemCom and ScCom
Independent Yes Yes No
2
Yes
Special
competencies
More than 30 years of global strategic, commer-
cial and leadership expertise, and a broad
perspective on the strategy, capabilities and
governance required for successful execution in
U.S. and international markets.
More than 30 years of experience in corporate
finance, planning and strategy, including 15
years in senior executive positions in private and
publicly listed biotechnology companies.
Physician qualified cardiology and intensive care.
Experience in the pharmaceutical industry at senior
management level. Served as SVP for international
development in the Sanofi Group and in the phar-
maceutical division of Fournier Laboratories.
Research experience focusing on the immune
system and more than 150 publications. Has
held several leading positions at GlaxoSmith-
Kline, most recently as SVP and head of
biopharmaceuticals research.
Current positions Board member of the board of Halozyme Thera-
peutics Inc., Editas Medicine and Syneos Health.
Chairman of the board of BioInvent Interna-
tional AB, board member of Oncolytics Biotech
Inc., board member and Chairman of Audit
Committee of Pharming Group NV., and Basilea
Pharmaceutica Ltd. Director AI Global (Nether-
lands) PCC Ltd.
Chairman of the board of directors of Acticor
Biotech and a board member of Auris Medical
and Amryt Pharma Plc.
Chairman of the board of Ossianix Inc. and is a
member of the board of ReNeuron Group plc,
and Sareum Holdings plc.
Zealand shares at
December 31, 2022
4,500 8,000 9,750 3,820
Zealand warrants at
December 31, 2022
0 0 0 0
Zealand RSUs at
December 31, 2022
4,000 5,500 4,500 4,500
Change in owner-
ship in 2022
+4,000 +4,000 4,500 3,520
Zealand Board of Directors at March 2, 2023, continued
1
Resigned in 2006 and re-elected in 2007.
2
Not considered independent in accordance with the Danish Recommendations on Corporate Governance of 2 December 2020.
Zealand Pharma ∞ Annual Report 2022 35
Frederik Barfoed Beck Anneline Nansen Louise Gjelstrup Jens Peter Stenvang
Position Employee-elected board member
1
Employee-elected board member
1
Employee-elected board member
1
Employee-elected board member¹
Year of birth 1967 1969 1977 1954
Nationality Danish Danish Danish Danish
Gender Male Female Female Male
First elected 2020 2021 2020 2014
Committee None None None None
Independent No No No No
Current positions Senior Outsourcing Manager Principal Scientist. Principal Laboratory Technologist. Senior Application Specialist.
Zealand shares at
December 31, 2022
5,738 1,571 2,230
7,800
Zealand warrants at
December 31, 2022
7,928 10,047 2,523
1,773
Zealand RSUs at
December 31, 2022
1,500 1,500 1,500
1,500
Change in owner-
ship in 2022
+940 0 +975
+1,500
Zealand Board of Directors at March 2, 2023, continued
1
Employee-elected board members are elected for a period of four years.
Zealand Pharma ∞ Annual Report 2022 36
Adam Steensberg Henriette Wennicke David Kendall
Position Executive Management
President and Chief Executive Officer
Executive Management
Executive Vice President and Chief Financial Officer Senior Vice President and Chief Medical Officer
Year of birth 1974 1983 1961
Nationality Danish Danish American
Gender Male Female Male
Joined Zealand 2010 2022 2020
Experience Adam was appointed to the position of CEO in March 2022 having
served most recently as our Executive Vice President, Research &
Development, and Chief Medical Officer. Prior to joining Zealand,
Adam led clinical research teams as medical director at Novo
Nordisk and worked as a clinician at Rigshospitalet, University of
Copenhagen. Adam was a medical and scientific advisor in the
areas of endocrinology, cardiology, gastroenterology and rheu-
matology, and has significant experience of leading regulatory
strategies.
Adam is a chairman of the board of directors of Cessatech ApS
and board member of Dansk Biotek
Henriette has served as the Vice President and Head of Investor
Relations and Treasury at GN Store Nord, a global leader in intel-
ligent audio solutions listed on the Nasdaq Copenhagen. Prior to
that role, she was Vice President and Head of Global Finance at
GN Hearing. Henriette began her career with Novo Nordisk, rising
through financial leadership roles.
David has served as Chief Medical Officer for MannKind Corpo-
ration, Vice President, Medical Affairs and Distinguished Medical
Fellow at Eli Lilly and Company, and as Chief Scientific and Medical
Officer for the American Diabetes Association. His clinical career
includes roles as both Chief of Clinical Services and Medical
Director at the International Diabetes Center and as faculty at the
University of Minnesota.
David is a board observer of Beta Bionics, Inc.
Zealand shares at
December 31, 2022
17,611 0 1,536
Zealand warrants at
December 31, 2022
254,063 14,038 10,490
Zealand PSUs at
December 31, 2022
176,984 20,590 0
Zealand RSUs at
December 31, 2022
11,711 0 32,829
Change in owner-
ship in 2022
+17,611 0 0
Zealand Corporate Management at March 2, 2023
Zealand Pharma ∞ Annual Report 2022 37
Ivan Møller Christina Sonnenborg Bredal Ravinder Chahil
Position Executive Vice President and Chief Operating Officer Senior Vice President, People & Organization Senior Vice President and General Counsel
Year of birth 1972 1985 1968
Nationality American/Danish Danish British
Gender Male Female Male
Joined Zealand 2018 2020 2017
Experience Ivan has served at Novartis in both generics and pharmaceutical
manufacturing, as well as in strategy, quality assurance, contract
manufacturing and supply chain leadership in Germany, the U.S.
and Switzerland.
Ivan was project leader at The Boston Consulting Group in the
pharmaceutical R&D and manufacturing areas.
Christina brings experience in employment law and workforce
challenges. Prior to joining Zealand, Christina served as a consul-
tant at PwC Legal, specializing in employment law and employee
share programs, and at EY People Advisory Services, specializing in
global mobility tax and rewards.
Christina was previously a trial lawyer litigating civil court cases
and an attorney specializing in M&A and legal due diligence.
Ravinder brings international experience in intellectual property
law in the life science sector, with expertise in litigation, licensing,
mergers, acquisitions. Additionally, he has experience with
financing, securitization, and capital markets. Prior to his in-house
roles as Director of Intellectual Property at Polpharma SA and
Actavis Group Hf, he worked for 10 years in private practice in
London, practicing contentious and non-contentious intellectual
property law.
Zealand shares at
December 31, 2022
15,349 542 0
Zealand warrants at
December 31, 2022
129,915 31,761 50,261
Zealand PSUs at
December 31, 2022
90,927 35,400 33,900
Zealand RSUs at
December 31, 2022
10,739 333 2,376
Change in owner-
ship in 2022
+15,349 +542 0
Zealand Corporate Management at March 2, 2023, continued
Zealand Pharma ∞ Annual Report 2022 38
Financial
statements
Zealand Pharma ∞ Annual Report 2022 39
Consolidated
financial statements
Income statement 41
Statement of comprehensive income 41
Statement of financial position 42
Statement of cash flows 43
Statement of changes in equity 43
Notes overview 44
Zealand Pharma ∞ Annual Report 2022 40
Income statement
Income statement
Statement of comprehensive income
Statement of comprehensive income
Consolidated financial statements
DKK thousand Note 2022 2021 2020
Revenue 2.1 103,986 108,546 192,001
Royalty expenses 0 -10,970 0
Gross margin 103,986 97,576 192,001
Research and development expenses 2.3 -614,044 -581,511 -595,847
Selling and marketing expenses 2.4 -32,298 -62,600 -20,795
General and administrative expenses 2.5 -237,210 -235,609 -201,594
Other operating items 2.7 -57,587 -2,173 0
Net operating expenses -941,139 -881,893 -818,236
Operating result -837,153 -784,317 -626,235
Financial income 4.7 133,270 41,211 2,022
Financial expenses 4.7 -268,158 -15,781 -49,314
Result before tax -972,041 -758,887 -673,527
Corporate tax 5.1 6,431 3,949 4,814
Net result for the year from continuing operations -965,610 -754,938 -668,713
Net result for the year from discontinued
operations 2.8 -236,525 -263,211 -178,016
Net result for the year -1,202,135 -1,018,149 -846,729
Earnings/(loss) per share from continuing
operations – basic/diluted (DKK) 2.9 -20.90 -17.61 -17.43
Earnings/(loss) per share from discontinued
operations – basic/diluted (DKK) 2.9 -5.12 -6.14 -4.64
Earnings/(loss) per share – basic/diluted (DKK) 2.9 -26.02 -23.75 -22.07
DKK thousand Note 2022 2021 2020
Net result for the year -1,202,135 -1,018,149 -846,729
Other comprehensive income
Items that will be reclassified to income
statement when certain conditions are met (net
of tax):
Exchange differences on translation of foreign
operations 462 5,178 8,977
Total comprehensive result for the year -1,201,673 -1,012,971 -837,752
Consolidated income statement for the years ended
December 31, 2022, 2021 and 2020
Consolidated statements of comprehensive income for the years ended
December 31, 2022, 2021 and 2020
Zealand Pharma ∞ Annual Report 2022 41
Statement of financial position
Statement of financial position
Consolidated financial statements
Consolidated statements of financial position
as of December 31, 2022 and 2021
DKK thousand Note 2022 2021
Assets
Non-current assets
Intangible assets 3.1 0 53,790
Property, plant and equipment 3.2 50,528 86,455
Right-of-use assets 3.3 114,960 134,994
Other Investments 3.4 30,943 26,907
Corporate tax receivable 5.1 0 1,268
Deferred tax assets 5.1 2,017 13,525
Trade and other receivables 3.6 18,105 29,094
Other financial assets 3.7 6,901 0
Total non-current assets 223,454 346,033
Current assets
Inventories 3.5 1,286 118,436
Trade and other receivables 3.6 115,622 153,453
Corporate tax receivable 5.1 21,599 21,562
Marketable securities 4.5 108,611 299,042
Cash and cash equivalents (including cash subject to certain
conditions) 4.4 1,069,234 1,129,103
Total current assets 1,316,352 1,721,596
Total assets 1,539,806 2,067,629
DKK thousand Note 2022 2021
Shareholders equity and liabilities
Shareholders equity
Share capital 4.8 51,702 43,634
Currency translation reserve 14,617 14,155
Other reserves 749,592 870,014
Total shareholders' equity 815,911 927,803
Non-current liabilities
Borrowings including embedded derivatives 4.6 401,346 647,906
Lease liabilities 3.3 108,000 124,626
Deferred revenue 3.8 0 14,551
Trade and other payables 3.9 19,058 18,426
Total non-current liabilities 528,404 805,509
Current liabilities
Lease liabilities 3.3 14,729 14,897
Deferred revenue 3.8 0 53,033
Trade and other payables 3.9 180,762 266,387
Total current liabilities 195,491 334,317
Total liabilities 723,895 1,139,826
Total shareholders' equity and liabilities 1,539,806 2,067,629
Zealand Pharma ∞ Annual Report 2022 42
Statement of changes in equity
Statement of changes in equity
Statement of cash flows
Statement of cash flows
Consolidated financial statements
DKK thousand Note 2022 2021 2020
Net result for the year -1,202,135 -1,018,149 -846,729
Adjustments for other non-cash items 6.7 269,622 17,430 63,862
Change in working capital 6.7 10,263 -166,325 97,818
Interest received 5,178 0 895
Interest paid -34,414 -3,296 -4,562
Corporate tax received/(paid) 9,277 -41,631 0
Cash flow from/(used in) operating activities -942,209 -1,211,971 -688,716
Acquisition of Valeritas business, net of cash acquired 0 0 -167,791
Change in deposits 0 4,012 -3,972
Purchase of marketable securities -700,477 0 0
Proceeds from sale of marketable securities 887,060 0 0
Proceeds from sale of V-GO 2.8 106,386 0 0
Purchase of property, plant and equipment -11,710 -22,133 -25,044
Cash flow from/(used in) investing activities 281,259 -18,121 -196,807
Proceeds from issuance of shares related to
exercise of share based compensation 23,836 26,070 41,363
Proceeds from issuance of shares 1,060,825 748,975 791,503
Purchase of treasury shares 0 -28,590 0
Repayment of borrowings 4.6 -436,088 0 0
Proceeds from borrowings 0 647,906 0
Costs related to issuance of shares -47,456 -46,895 -42,706
Lease installments 3.3 -13,719 -14,715 -29,219
Cash flow from/(used in) financing activities 587,398 1,332,751 760,941
(Decrease)/increase in cash and cash equivalents -73,552 102,659 -124,582
Cash and cash equivalents at beginning of period 1,129,103 960,221 1,081,060
Exchange rate adjustments 13,683 66,223 3,743
Cash and cash equivalents at end of period 1,069,234 1,129,103 960,221
DKK thousand
Share
capital
Trans-
lation
reserve
Other
reserves Total
Equity at January 1, 2022 43,634 14,155 870,014 927,803
Other comprehensive income 0 462 0 462
Net result for the year 0 0 -1,202,135 -1,202,135
Share-based compensation 0 0 52,576 52,576
Capital increases 8,068 0 1,076,593 1,084,661
Cost related to capital increases 0 0 -47,456 -47,456
Equity at December 31, 2022 51,702 14,617 749,592 815,911
Equity at January 1, 2021 39,800 8,977 1,180,534 1,229,311
Other comprehensive income 0 5,178 0 5,178
Net result for the year 0 0 -1,018,149 -1,018,149
Treasury shares 0 0 -70,190 -70,190
Share-based compensation 0 0 53,504 53,504
Capital increases 3,834 0 771,211 775,045
Cost related to capital increases 0 0 -46,896 -46,896
Equity at December 31, 2021 43,634 14,155 870,014 927,803
Equity at January 1, 2020 36,055 0 1,206,618 1,242,673
Other comprehensive income 0 8,977 0 8,977
Net result for the year 0 0 -846,729 -846,729
Share-based compensation 0 0 30,485 30,485
Capital increases 3,745 0 832,866 836,611
Cost related to capital increases 0 0 -42,706 -42,706
Equity at December 31, 2020 39,800 8,977 1,180,534 1,229,311
Consolidated statements of cash flows for the years
ended December 31, 2022, 2021 and 2020
Consolidated statements of changes in shareholders' equity
at December 31, 2022, 2021 and 2020
Zealand Pharma ∞ Annual Report 2022 43
Notes overview
Notes
Consolidated financial statements
Notes overview
1 Basis of preparation
1.1 Basis of preparation, going concern assumption,
nature of the business and accounting policies 45
1.2 New accounting policies and disclosures 48
1.3 Changes in accounting policies 48
1.4 Management's judgements and estimates under IFRS 49
2 Results for the year
2.1 Revenue 50
2.2 Information about geographic areas 53
2.3 Research and development expenses 54
2.4 Selling and marketing expenses 54
2.5 General and administrative expenses 55
2.6 Staff costs 55
2.7 Other operating items 57
2.8 Discontinued operations 58
2.9 Earnings per share 60
3 Operating assets and liabilities
3.1 Intangible assets 61
3.2 Property, plant and equipment 63
3.3 Right-of-use assets and lease liabilities 65
3.4 Other investments 66
3.5 Inventories 67
3.6 Trade and other receivables 68
3.7 Other financial assets 68
3.8 Deferred revenue 69
3.9 Trade and other payables 69
4 Capital structure, financial risk and related items
4.1 Capital management 70
4.2 Financial risks 71
4.3 Financial assets and liabilities 73
4.4 Cash and cash equivalents 75
4.5 Marketable securities 75
4.6 Borrowings 76
4.7 Financial items 81
4.8 Share capital 82
4.9 Share-based instruments 82
5 Tax
5.1 Corporate tax 85
6 Other disclosures
6.1 Remuneration of the Board of Directors
and Executive Management 88
6.2 Business overview 90
6.3 Fees to auditors appointed at
the annual general meeting 90
6.4 Contingent assets and liabilities 90
6.5 Commitments 90
6.6 Related parties 90
6.7 Cash flow adjustments 91
6.8 Collaborations and technology licenses 91
6.9 Subsequent events 93
Zealand Pharma ∞ Annual Report 2022 44
1 Basis of preparation
Notes to the Consolidated financial statements
1.1 Basis of preparation, going concern assumption, nature of the business
and accounting policies
Basis of preparation
These consolidated financial statements include Zealand Pharma A/S (the parent company) and subsidi-
aries over which the parent company has control. The Zealand consolidated Group is referenced herein
as "Zealand" or the "Group".
This section describes Zealand's significant financial accounting policies including management's
judgements and estimates under International Financial Reporting Standards as adopted by the EU
(IFRS). New or revised EU endorsed accounting standards and interpretations are described, in addition
to how these changes are expected to impact the financial performance and reporting of Zealand.
Zealand describes the significant accounting policies in conjunction with each note with the aim to
provide a more understandable description of each accounting area.
Going concern assessment
The Company's refocused strategy to prioritize research and development allows the Company to focus
on the research and development of innovative peptide-based medicines and leverage its peptide plat-
form though strategic collaborations.
Until such time where the Company becomes able to generate positive cash-flows from its operations,
additional funding is expected to be necessary to fund future research and development activities.
Therefore, the Company plans to raise additional funds through either public financing, debt financing,
collaboration agreements, strategic alliances and licensing arrangements, or a combination of such.
Managements judgement and assessment of the Company ability to continue as a going concern
includes evaluation of the Company's operational cash-flow requirements for the forthcoming 12
months from the balance sheet date and future sources and uses of cash. Management has assessed
factors such as its product pipeline, cash position, planned research and development activities, current
license and collaboration agreements, and financing opportunities.
Management currently expects that the Company's cash and cash equivalents at 31 December 2022,
excluding cash and cash equivalents subject to certain conditions (refer to note 4.4), will be sufficient
to fund the Company's research and development activities as planned and capital requirements for at
least 12 months from the 31 December 2022 balance sheet date.
On this basis, these consolidated financial statements is prepared using the going concern assumption.
1
Basis of
preparation
1.1 Basis of preparation, going concern
assumption, nature of the business and
accounting policies 45
1.2 New accounting policies and disclosures 48
1.3 Changes in accounting policies 48
1.4 Management's judgements and estimates
under IFRS 49
Zealand Pharma ∞ Annual Report 2022 45
Notes to the Consolidated financial statements
1.1 Basis of preparation, going concern assumption, nature of the business
and accounting policies (continued)
Nature of the Business
Zealand is a biotechnology company focused on the discovery and development of peptide-based
medicines. More than 10 drug candidates invented by Zealand have advanced into clinical develop-
ment, of which two have reached the market and three candidates are in late-stage development. The
company has development and partnerships with a number of blue-chip pharma companies as well as
commercial partnerships for its marketed products.
Zealand Pharma A/S is incorporated in Denmark, founded in 1998 and is headquartered in Copenhagen,
Denmark, with a presence in the U.S. that includes Boston.
Zealand has previously aimed to be a fully integrated pharmaceutical company, but in March 2022, the
strategy was refocused to concentrate on development activities. Please refer to note 2.8 for further
information.
Accounting policies
The consolidated financial statements have been prepared in accordance with IFRS as adopted by the
EU and further requirements in the Danish Financial Statements Act (class D). The consolidated financial
statements were approved by the Board of Directors and authorized for issue on March 2, 2023. Except
as outlined in note 1.2 and 1.3, the financial statements have been prepared using the same accounting
policies as 2021.
Please refer to the overview below to see in which note/section the detailed accounting policy is
included.
Section 2 – Results for the year
2.1 Revenue
2.3 Research and development expenses
2.4 Selling and marketing expenses
2.5 General and administrative expenses
2.6 Staff costs
2.7 Other operating items
2.8 Discontinued operations
2.9 Earnings per share
Section 3 – Operating assets and liabilities
3.1 Intangible assets
3.2 Property plant and equipment
3.3 Right-of-use assets and lease liabilities
3.4 Other investments
3.5 Inventories
3.6 Receivables
Section 4 – Capital structure, financial risk and related items
4.3 Financial assets and liabilities
4.6 Borrowings
4.7 Financial items
4.8 Share capital
Section 5 – Tax
5.1 Corporate tax
Materiality
Zealand's Annual Report is based on the concept of materiality and the Company focuses on informa-
tion that is considered material and relevant to the users of the consolidated financial statements. The
consolidated financial statements consist of a large number of transactions. These transactions are
aggregated into classes according to their nature or function and presented in classes of similar items
in the consolidated financial statements as required by IFRS and the Danish Financial Statements Act. If
items are individually immaterial, they are aggregated with other items of similar nature in the financial
statements or in the notes.
The disclosure requirements are substantial in IFRS and for Danish listed companies. Zealand provides
these specific required disclosures unless the information is considered immaterial to the economic
decision making of the readers of the consolidated financial statements or not applicable.
Consolidated Financial Statements
The consolidated financial statements include Zealand A/S and subsidiaries over which the parent
company has control. The parent controls a subsidiary when the parent is exposed to, or has rights
to, variable returns from its involvement with the subsidiary and has the ability to affect those returns
through its power to direct the activities of the subsidiary. A Company overview is included in note 6.2.
Zealand Pharma ∞ Annual Report 2022 46
Notes to the Consolidated financial statements
1.1 Basis of preparation, nature of the business and accounting policies (continued)
Zealand's consolidated financial statements have been prepared on the basis of the financial statements
of the parent company and subsidiaries- prepared under Zealand's accounting policies- by combining
similar accounting items on a line-by-line basis. On consolidation, intercompany income and expenses,
intercompany receivables and payables, and unrealized gains and losses on transactions between the
consolidated companies are eliminated.
The recorded value of the equity interests in the consolidated subsidiaries is eliminated with the propor-
tionate share of the subsidiaries' equity. Subsidiaries are consolidated from the date when control is
transferred to the Group.
The income statements for subsidiaries with a different functional currency than Zealand's presentation
currency are translated into Zealand's presentation currency at average exchange rates, and the balance
sheets are translated at the exchange rate in effect at the balance sheet date.
Exchange rate differences arising from the translation of foreign subsidiaries shareholders' equity at the
beginning of the year and exchange rate differences arising as a result of foreign subsidiaries' income
statements being translated at average exchange rates are recorded in translation reserves in share-
holders' equity.
Functional and Presentation Currency
The consolidated financial statements have been prepared in Danish Kroner (DKK), which is the func-
tional and presentation currency of the parent company.
Foreign Currency
Transactions in foreign currencies are translated at the exchange rates in effect at the date of the trans-
action.
Exchange rate gains and losses arising between the transaction date and the settlement date are recog-
nized in the income statement as financial income or expense.
Unsettled monetary assets and liabilities in foreign currencies are translated at the exchange rates in
effect at the balance sheet date. Exchange rate gains and losses arising between the transaction date
and the balance sheet date are recognized in the income statement as financial income or expense.
Statements of Cash Flows
The cash flow statement is presented using the indirect method with basis in the net profit before tax.
Cash flows from operating activities are stated as the net profit before tax adjusted for net financial
items, non-cash operating items such as depreciation, amortization, impairment losses, share-based
compensation expenses, provisions, and for changes in operating assets and liabilities, interest paid and
received, interest elements of lease payments and corporate taxes paid or received. Operating assets
and liabilities are mainly comprised of changes in receivables and other payables excluding the items
included in cash and cash equivalents. Changes in non-current assets and liabilities are included in
operating assets and liabilities, if related to the main revenue-producing activities of Zealand.
Cash flows from investing activities consist of purchases and sales of marketable securities and other
investments, as well as purchases of intangible assets and property and equipment.
Cash flows from financing activities relate to the issuance of shares, purchase of treasury shares and
payments of loans including installments on lease liabilities.
Cash and cash equivalents are comprised of cash, bank deposits, and marketable securities with a
maturity of less than ninety days on the date of acquisition.
The statements of cash flows cannot be derived solely from the financial statements.
iXBRL reporting
Zealand Pharma is required to file its annual report in the European Single Electronic Format (‘ESEF’)
and The Annual Report is therefore prepared in the XHTML format that can be displayed in a standard
browser. The primary statements in the consolidated financial statements are tagged using inline eXten
sible Business Reporting Language (iXBRL). The iXBRL tags comply with the ESEF taxonomy, which
is included in the ESEF Regulation and developed based on the IFRS taxonomy published by the IFRS
Foundation. Where a financial statement line item is not defined in the ESEF taxonomy, an extension to
the taxonomy has been created. Extensions are anchored to elements in the ESEF taxonomy, except
for extensions which are subtotals. The Annual Report submitted to the Danish Financial Supervisory
Authority consists of the XHTML document together with certain technical files, all included in a file
named 549300ITBB1ULBL4CZ12-2022-12-31-en.zip.
Zealand Pharma ∞ Annual Report 2022 47
Notes to the Consolidated financial statements
1.2 New accounting policies and disclosures
New accounting policies and disclosures for 2022
Zealand has, with effect from January 1, 2022, implemented the following standards and amendments:
• Onerous contracts – Cost of fulfilling a contract – amendments to IAS 37
• Reference to the conceptual framework – amendments to IFRS 3
• Property, Plant and Equipment – Proceeds before intended use – amendments to IAS 16
The implementation of the above amendments did not have any impact on amounts recognized in prior
periods and is not expected to have a material impact in the current or future reporting periods.
New accounting policies and disclosures effective in 2022 or later
The IASB has issued a number of new standards and updated some existing standards, the majority of
which are effective for accounting periods beginning on January 1, 2023 or later. Therefore, they are
not incorporated in these consolidated financial statements. There are no standards presently known
that are not yet effective and that would be expected to have a material impact on Zealand in current or
future reporting periods and on foreseeable future transactions.
1.3 Changes in accounting policies
Reclassification of government grants related to refund of staff costs
Government grants related to PhD scholarships have previously been presented as other income.
Management have assessed that it will provide more relevant information to present the received
amounts as a reduction of staff costs under research and development. The change has been applied
retrospectively and as a result DKK 0.8 million for 2021 and DKK 0.6 million for 2020 has been reclassi-
fied from other operating income to research and development expenses.
Zealand Pharma ∞ Annual Report 2022 48
Notes to the Consolidated financial statements
1.4 Management's judgements and estimates under IFRS
In preparing financial statements under IFRS, certain provisions in the standards require management's
judgements, including various accounting estimates and assumptions. These judgements and estimates
affect the application of accounting policies, as well as reported amounts within the consolidated finan-
cial statements and disclosures.
Determining the carrying amount of certain assets and liabilities requires judgements, estimates and
assumptions concerning future events that are based on historical experience and other factors, which
by their very nature are associated with uncertainty and unpredictability.
Accounting estimates are based on historical experience and various other factors relative to the
circumstances in which they are applied. Estimates are generally made based on information available
at the time. An example would include management's estimation of useful lives of intangible assets.
Accounting judgements are made in the process of applying accounting policies. These judgements are
typically made based on the guidance and information available at the time of application. Examples
would include management's judgements utilized in determining revenue recognition.
These estimates and judgements may prove incomplete or incorrect, and unexpected events or circum-
stances may arise. Zealand is also subject to risks and uncertainties which may lead actual results to
differ from these estimates, both positively and negatively. Specific risks for Zealand are discussed in the
relevant section of this Annual Report and in the notes to the consolidated financial statements.
The areas involving a high degree of judgement and estimation that are significant to the consolidated
financial statements are summarized below. Refer to the identified notes for further information on the
key accounting estimates and judgements utilized in the preparation of the consolidated financial state-
ments.
Accounting topic
Key accounting estimates and
judgements
Note
reference
Estimation
risk
Revenue recognition Judgement in assessing the nature of combined per-
formance obligations
within contracts
2.1 Moderate
Judgement in assessing the probability of attainment
of milestones
Low
Estimation of stand-alone selling price for each iden-
tified performance obligation
Moderate
Share-based
compensation
Judgement in determine assumptions required for
valuation of warrant grants
2.5 Moderate
Estimate of instruments expected to vest Moderate
Discontinued opera-
tions
Judgments exercised by management in applying
IFRS 5 as a result of the divestment of the US sales
activities, including the V-Go activity and the transfer
of the commercial rights for Zegalogue
2.8 Moderate
Borrowings Estimate of fair value of Oberland's call option for
repayment of loan
4.6 High
Judgement in respect of identification of embedded
derivatives and debt modifications
Moderate
Inventory Estimate of net realizable value of
Zegalogue raw materials
3.5 Low
Deferred taxes Judgement and estimate regarding
valuation of deferred income tax assets
5.1 Low
Capitalization of
research and develop-
ment costs
Judgement involved in determining
when a development project reached technological
feasibility
3.1 Low
Going concern as-
sumption
Judgement in assessing operational cash-flow and
capital requirements for the forthcoming 12 months
from the balance sheet date
1.1 Low
Zealand Pharma ∞ Annual Report 2022 49
2 Results for the year
Notes to the Consolidated financial statements
Accounting policies
Zealand recognizes revenue when its customer obtains control of promised goods or services, in an
amount that reflects the consideration that the entity expects to receive in exchange for those goods
or services. To determine revenue recognition for arrangements that Zealand determines are within the
scope of IFRS 15, Zealand performs the following five steps: (i) identify the contract(s) with a customer;
(ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate
the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or
as) the entity satisfies a performance obligation. Zealand only applies the five-step model to contracts
when it is probable that the Company will collect the consideration it is entitled to in exchange for the
goods or services it transfers to the customer. At contract inception, once the contract is determined to
be within the scope of IFRS 15, Zealand assesses the goods and services promised within each contract
and identifies as a performance obligation each good or service that is distinct. Revenue is recognized
in the amount of the transaction price that is allocated to the respective performance obligation when
(or as) the performance obligation is satisfied.
Royalties:
Certain of Zealand's license and collaboration agreements include sales-based royalties including
commercial milestone payments based on the level of sales. The license has been deemed to be the
predominant item to which the royalties relate under Zealand's license and collaboration agreements.
As a result, Zealand recognizes revenue when the related sales occur.
Reimbursement Revenue for R&D Services:
Zealand’s research and development collaboration agreements include the provisions for reimburse-
ment or cost sharing for research and development services and payment for full-time equivalent
employees (FTEs) at contractual rates. R&D services are performed over time given that the customer
simultaneously receives and consumes the benefits provided by Zealand and revenue for research
and development services is therefore recognized over time. Amount is recognized net of any pass-
through cost incurred on behalf of the customer. The assessment of if a cost is incurred on behalf of the
customer is made by evaluating the nature of its promise to the customer including whether the speci-
fied good or service to be provided to the customer are controlled by the Company before that good or
service is transferred to the customer.
2.1 Revenue
2
Results for
the year
2.1 Revenue 50
2.2 Information about geographic areas 53
2.3 Research and development expenses 54
2.4 Selling and marketing expenses 54
2.5 General and administrative expenses 55
2.6 Staff costs 55
2.7 Other operating items 57
2.8 Discontinued operations 58
2.9 Earnings per share 60
Zealand Pharma ∞ Annual Report 2022 50
Notes to the Consolidated financial statements
Recognized revenue can be specified as follows for all agreements and product sales:
DKK thousand 2022 2021 2020
Boehringer Ingelheim International GmbH 0 22,311 149,120
Alexion Pharmaceuticals Inc. 69,027 30,185 42,881
Protagonist Therapeutics, Inc. 0 25,381 0
Sanofi-Aventis Deutschland GmbH 0 30,669 0
Novo Nordisk A/S 34,959 0 0
Total revenue from license and collaboration agreements 103,986 108,546 192,001
Gross product sales 164,651 354,599 303,658
Sales rebates -69,526 -157,016 -133,924
Returns and sales reductions -7,513 -13,562 -8,421
Total net product sales 87,612 184,021 161,313
- Hereof related to discontinued operations -87,612 -184,021 -161,313
Total net product sales from continuing operations 0 0 0
Total revenue from continuing operations 103,986 108,546 192,001
Total revenue recognized over time from continuing operations 76,181 30,185 42,881
Total revenue recognized at a point in time from continuing
operations 27,805 78,361 149,120
Total revenue recognized at a point in time from discontinued
operations 87,612 184,021 161,313
2.1 Revenue (continued)
Milestone Revenue:
At the inception of each arrangement that includes milestone payments, Zealand evaluates whether
the achievement of milestones is considered highly probable and estimates the amount to be included
in the transaction price using the most likely amount method. If it is highly probable that a significant
revenue reversal would not occur, the associated milestone value is included in the transaction price.
Milestone payments that are not within the control of Zealand or the license and collaboration partner,
such as milestones conditioned of regulatory approvals, are not considered probable of being achieved
until such regulatory approvals are received. The transaction price is then allocated to each perfor-
mance obligation on a relative stand-alone selling price basis, for which Zealand recognizes revenue as
or when the performance obligations under the contract are satisfied. At the end of each subsequent
reporting period, Zealand re-evaluates the probability of achievement of such milestones and any
related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjust-
ments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the
period of adjustment.
License Revenue for Intellectual Property:
If the license to Zealand's functional intellectual property is determined to be distinct from the other
performance obligations identified in the arrangement, Zealand recognizes revenues from non-refund-
able upfront fees allocated to the license at the point in time the license is transferred to the licensee
and the licensee is able to use and benefit from the license. For licenses that are bundled with other
promises, Zealand utilizes judgement to assess the nature of the combined performance obligation to
determine whether the combined performance obligation is satisfied over time or at a point in time and,
if over time, the appropriate method of measuring progress for purposes of recognizing revenue from
non-refundable, upfront fees.
Product sales:
Revenue from sale of goods is recognized at a point in time when control of the goods is transferred to
the customer and recorded net of adjustments for rebates and chargebacks, all of which are estimated
at the time of sale.
Zealand Pharma ∞ Annual Report 2022 51
Notes to the Consolidated financial statements
Novo Nordisk A/S License and Development Agreement
On September 7, 2022, Zealand announced a global license and development agreement with Novo
Nordisk to commercialize ZEGALOGUE (dasiglucagon) for injection. Under the agreement Zealand
received DKK 25 million in upfront payments and is eligible for up to DKK 45 million in development
milestones and DKK 220 million in net sales-based milestones as well as compensation on a time and
material basis. The agreement with Novo Nordisk is considered a contract with a customer as defined
in IFRS 15. Thus, Zealand recognizes as revenue from research and development services under the
collaboration agreement the amount of the transaction price that is allocated to the respective perfor-
mance obligation when (or as) the performance obligation is satisfied.
Within this Novo Agreement, Zealand identified five distinct performance obligations:
1. delivery of license for ZEGALOGUE,
2. delivery of transitional services,
3. delivery of R&D services,
4. submission of EU marketing authorization application,
5. delivery of specified development activities.
The total transaction price under the agreement was determined to be DKK 55 million which includes
the upfront payment of DKK 25 million and DKK 30 million of the future potential milestone amounts.
While determining the transaction price to be allocated to performance obligations, management has
deemed milestones of DKK 30 million to be highly probable and unlikely that a significant revenue
reversal would occur. As the remaining milestones are contingent of the occurrence of future events
outside the control of the company, such milestones will be recognized when their achievement is
deemed to be highly probable, and a significant revenue reversal would not occur. Royalties and net
sales-based milestones under this agreement, will be recognized when the related sales occur.
As Zealand is compensated on a time and material basis for delivery of transition services and R&D
services as listed above, the total transaction price of DKK 55 million has been allocated to the three
remaining performance obligations, being delivering of license to ZEGALOGUE, services related to
submission of EU marketing authorization application and delivery of specified development activi-
2.1 Revenue (continued)
ties. The allocation has been based on management’s estimate of relative stand-alone selling prices.
For performance obligations in respect of services related to submission of EU marketing authorization
application and delivery of specified development activities, the stand-alone selling prices have been
based on internal budgets and the same time and material compensation schedules as agreed between
Zealand and Novo Nordisk. The stand-alone selling price for delivering of license to ZEGALOGUE was
estimated using the residual approach. The allocation of the transaction price to the performance obli-
gations not compensated on a time a material basis is summarized below:
1. Delivery of license for ZEGALOGUE: DKK 28 million
4. Submission of EU marketing authorization application: DKK 13 million
5. Delivery of specified development activities: DKK 14 million
The performance obligations related to the delivery of license to ZEGALOGUE were completed at a point
in time (September 2022) as such revenue of DK 28 million was recognised in 2022. For the remaining
performance obligations related to services related to submission of EU marketing authorization appli-
cation and delivery of specified development activities such are completed over time as the activities
progress. Revenue is measured based on Zealand’s estimate of actual expenses incurred while rendering
the services during the period compared to planned service periods and budgeted expenses. As such,
Zealand applies an input based method (budget expenses) when determining the timing of satisfaction of
performance obligations as the services related to submission of EU marketing authorization application
and delivery of specified development activities are performed by an indeterminate number of acts over
the development timeline.
Alexion Pharmaceuticals Inc Agreement
In March 2019, Zealand entered into a license, research and development agreement with Alexion
Pharmaceuticals, Inc. (Alexion) to develop novel therapies to treat complement mediated diseases.
This agreement provided Zealand an immediate cash injection as well as further external validation of
Zealand’s peptide platform. The collaboration with Alexion is not limited to the project C3 but offers
the potential to work on identification of peptide inhibitors to up to three additional components of the
complement cascade.
Zealand will have responsibility for the C3 project and other targets up to IND and Alexion will then
progress the peptides into clinical development. Under the Alexion license, research and development
Zealand Pharma ∞ Annual Report 2022 52
Notes to the Consolidated financial statements
2.2 Information about geographic areas
Revenue
Non-current
assets Revenue
Non-current
assets Revenue
Non-current
assets
(DKK million) 2022 2021 2020
Denmark 35.0 143.8 0 184.8 0 184.0
Germany 0 0 53.0 0 149.1 0
United States 69.0 21.7 55.5 106.9 42.9 71.1
Total continuing
operations 104.0 165.5 108.5 291.7 192.0 255.1
United States 87.6 0 184.0 0 161.3 0
Total discontin-
ued operations 87.6 0 184.0 0 161.3 0
Zealand is managed and operated as one business unit, which is reflected in the organizational structure
and internal reporting. No separate lines of business or separate business entities have been identified
with respect to any licensed products, marketed products, product candidates or geographical markets
and no segment information is currently prepared for internal reporting.
Accordingly, it has been concluded that it is not relevant to include segment disclosures in the consoli-
dated financial statements as Zealand's business activities are not organized on the basis of differences
in related product and geographical areas.
. Revenue (continued)
agreement, Zealand has received an upfront non-refundable payment of USD 25 million for the C3
program and a concurrent USD 15 million equity investment in Zealand at a premium to the market
price.
The agreement also provides the potential for development-related milestones of up to USD 115 million,
as well as up to USD 495 million in sales-related milestones and high single- to low double-digit royalty
payments. The 3 additional programs will provide further non-refundable upfront payments (USD
15 million each), development and sales milestone and royalties. The non-refundable up-front fee
was allocated to the combined license, research and development services, and is being recognized
as revenue along with provision of the research and development services under the lead program.
Expenses to provide the services is being recognized when incurred. Further, the premium over the
market share price on the Zealand shares subscribed by Alexion, DKK 12.7 million, is attributed to the
Agreement as further consideration and consequently also recognized over the period over which the
R&D services are provided.
Management judgements and estimates
Revenue Recognition
Evaluating the criteria for revenue recognition under license and collaboration agreements requires
management's judgement to assess and determine the following:
• Identification of performance obligations within the contract and determine the nature of perfor-
mance obligations and whether they are distinct or should be combined with other performance
obligations to determine whether the performance obligations are satisfied over time or at a point in
time.
• Determine the transaction price, including an assessment of whether the achievement of milestone
payments is highly probable.
• Allocation of transaction price to performance obligations to determine the stand-alone selling price
of each performance obligation identified in the contract using key assumptions which may include
forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates
and probabilities of technical and regulatory success.
Zealand Pharma ∞ Annual Report 2022 53
Notes to the Consolidated financial statements
2.3 Research and development expenses
Accounting policies
Research and development expenses primarily include salaries, benefits and other employee related
costs of Zealand's research and development staff, license costs, manufacturing costs, preclinical costs,
clinical trials, contractors and outside service fees, amortization and impairment of licenses and rights
related to intangible assets, and depreciation of property and equipment, to the extent that such costs
are related to the Group's research and development activities.
Research and development expenses are recognized in the income statement as incurred and in the
period in which they relate, except for development expenses for which the capitalization criteria are
met.
Please see note 3.1 for a more detailed description on the treatment of Zealand's research and develop-
ment expenses related to internal development projects.
DKK thousand 2022 2021 2020
Staff costs -233,474 -238,753 -203,608
Amortization, depreciation, impairment losses on intangible
assets, property plant and equipment, and right of use assets -23,851 -20,636 -17,417
Other external research and development expenses -361,632 -328,305 -382,454
Total research and development expenses -618,957 -587,694 -603,479
- Hereof related to discontinued operations 4,913 6,183 7,632
Total research and development expenses from
continuing operations -614,044 -581,511 -595,847
2.4 Selling and marketing expenses
Accounting policies
Selling and marketing expenses relate to Zealands commercial activities, including costs related to
preparing the market for Zealands products and administration of commercial partnerships. This
includes salaries, benefits and other headcount costs related to commercial minded departments as
well as third-party costs.
In addition, depreciation and impairment of property and equipment, to the extent such expenses are
related to commercial functions are also included. Selling and marketing expenses are recognized in the
income statement in the period to which they relate.
DKK thousand 2022 2021 2020
Staff costs -75,346 -145,245 -130,568
Depreciation and impairment losses on property,
plant and equipment and right-of-use assets -23 -92 -640
Other external selling and marketing expenses -88,567 -229,932 -154,048
Total selling and marketing expenses -163,936 -375,269 -285,256
- Hereof related to discontinued operations 131,638 312,669 264,461
Total selling and marketing expenses from
continuing operations -32,298 -62,600 -20,795
Zealand Pharma ∞ Annual Report 2022 54
Notes to the Consolidated financial statements
2.5 General and administrative expenses
Accounting policies
General and administrative expenses relate to the recurring management and administration of Zealand.
This includes salaries, benefits and other headcount costs related to management and support func-
tions including human resources and the finance departments.
In addition, depreciation and impairment of property and equipment, to the extent such expenses are
related to administrative functions are also included. General and administrative expenses are recog-
nized in the income statement in the period to which they relate.
DKK thousand 2022 2021 2020
Staff costs -118,308 -127,630 -78,639
Depreciation and impairment losses on property,
plant and equipment and right-of-use assets -5,662 -4,390 -5,042
Other external general and administrative expenses -130,365 -128,967 -119,089
Total general and administrative expenses -254,335 -260,987 -202,770
- Hereof related to discontinued operations 17,125 25,378 1,176
Total general and administrative expenses from
continuing operations -237,210 -235,609 -201,594
2.6 Staff costs
Accounting policies
Wages and saleries
Wages and salaries are being recognized in the income statement in the period in which services for
wages and salaries is rendered to the Company.
Share-based compensation
The value of services received as consideration for share-based compensation is measured at the fair
value of the granted instrument. The fair value of equity settled share-based compensation is determined
at the grant date and is recognized in the income statement as employee benefit expense over the period
in which the instrument vest. The offsetting entry to this is recognized under equity. An estimate is made
of the number of instruments expected to vest. Subsequently, an adjustment is made for changes in the
estimate of the number of instruments, which will vest, so the total expense is equal to fair value of the
actual number of instruments which vest. The fair value of instruments granted is estimated using the
Black–Scholes pricing model whereas the closing share price of the day prior to grant is used for RSU
and PSUs.
Management's judgements and estimates
Estimate of fair value of share-based compensation programs
In accordance with IFRS 2, the fair value of the warrants at grant date is recognized as an expense in the
income statement over the vesting period, the period of delivery of work. Subsequently, the fair value is
not remeasured.
The fair value of each warrant granted during the year is calculated using the Black-Scholes pricing
model. This pricing model requires the input of subjective assumptions such as:
• The expected stock price volatility, which is based upon the historical volatility of Zealand's stock price;
• The risk-free interest rate, which is determined based om the interest rate on Danish government
bonds (bullet issues) with a maturity similar to the expected life of the option;
• The expected life of warrants, which is based on vesting terms, expected rate of exercise and life terms
in the current warrant program.
• These assumptions can vary over time and can change the fair value of future warrants granted.
Zealand Pharma ∞ Annual Report 2022 55
Notes to the Consolidated financial statements
Estimate of forfeiture rate for share-based compensation programs
The estimated number of shares expected to vest is based on a series of factors such as:
• The historic rate of employee turnover adjusted for significant events.
• Remaining time until vesting.
• Expected achivement of performance goals for PSUs.
DKK thousand 2022 2021 2020
Total staff costs can be specified as follows:
Wages and salaries 369,311 410,007 337,295
Share-based compensation 52,286 53,737 30,485
Pension schemes (defined contribution plans) 19,672 23,993 16,716
Government grants -5 -759 -602
Other payroll and staff-related costs 31,676 54,541 37,241
Total staff costs 472,940 541,519 421,135
The amount is charged as:
Research and development expenses 231,022 236,060 200,335
Selling and marketing expenses 7,870 13,568 0
General and administrative expenses 104,524 108,668 72,059
Other operating items - restructuring costs cf. note 2.7 19,098 0 0
Discontinued operations 110,426 183,223 149,041
Total staff costs 472,940 541,519 421,435
Average number of employees 247 346 297
2.6 Staff costs (continued)
Total share-based costs split on share-based type 2022 2021 2020
PSUs 11,510 14,765 900
RSUs 16,789 23,701 1,100
Warrants 23,987 15,271 28,485
Total 52,286 53,737 30,485
Total share-based costs split on cost type 2022 2021 2020
Research and development expenses 33,837 22,038 13,939
Selling and Marketing expenses 649 415 0
General and administrative expenses 31,696 26,627 9,998
Other operating items cf. note 2.7 -11,241 0 0
Discontinued operations -2,655 4,657 6,548
Total 52,286 53,737 30,485
The comparative figures for 2020 and 2021 have been restated as a consequence of the accounting
treatment of discontinued operations cf. note 2.8. The total costs in 2020 and 2021 remain unchanged.
Determination of fair value of the instruments granted during the period
For warrants granted after April 19, 2018, the exercise price is determined by the closing price of
Zealand’s shares on Nasdaq Copenhagen on the day prior to the grant date. For warrants granted before
April 19, 2018, the exercise price was determined by the closing price of Zealand’s shares on Nasdaq
Copenhagen on the day prior to the grant date plus 10%.
Warrants granted prior to April 15, 2020 expire automatically after five years. Warrants vest either after
3 years of service, with 1/36 each month from the grant date, or with 1/3 after one year, 1/3 after two
years and 1/3 after three years. The service cost is recognized over the respective vesting periods.
Warrants granted from April 15, 2020 and going forward expires automatically after 5 or 10 years for
warrants granted to Corporate Management and employees, repectively.
Zealand Pharma ∞ Annual Report 2022 56
Notes to the Consolidated financial statements
. Staff costs (continued)
Warrants may be exercised four times a year during a four-week period starting from the date of the
publication of Zealand’s Annual Report or interim reports. Dividends are not expected.
For warrants granted before January 1, 2019, the volatility rate used is based on the 5-year historical
volatility of the Zealand share price. For warrants granted after January 1, 2019, the volatility rate used is
based on a historical volatility of the Zealand share price calculated as the vesting period of 3 years plus
50% of the exercise period of 7 years i.e. 6.5 years (2021 and 2020:6.5 years)
For RSUs and PSUs the fair value of instruments granted is determined as the closing share price of the
day prior to grant.
The fair value of the warrants granted in 2022 and 2020 was determined using the Black-Scholes model
using the following inputs as at day of grant:
Grant year 2022 2022 2022 2021 2021 2020 2020
Type Warrants PSUs RSUs PSUs RSUs RSUs Warrants
Term
Up to 120
months
Up to 36
months
Up to 36
months 36 months 36 months 36 months
Up to 120
months
Share price at
grant date (DKK)
90.7 to
203.0
90.7 to
203.0
90.7 to
100.2
185.9 to
191.6
131.2 to
207.6
216.8 to
224.4
216.8 to
224.4
Exercise price
(DKK)
90.7 to
203.0 0 0 0 0 0
216.8 to
224.4
Volatility (%) 48.6 to 61.2 N/A N/A N/A N/A N/A
44.68 to
46.45
Risk-free
interest rate (%) 0.86 to 2.14 N/A N/A N/A N/A N/A
-0.31
to -0.41
Exercise period
to-from
May '23 to
Sep '32 N/A N/A N/A N/A N/A
Apr'21 to
Apr'30
No. granted 896,990 286,813 148,431 282,852 507,461 27,466 631,288
Cost price (DKK) 36.7 to 89.8 90.7 to 203
90.7 to
100.2
185.9 to
191.6
131.2 to
207.6
216.8
to 224.4
48.4
to 95.4
Please refer to note 4.9 for information about status of the share-based compensation programs.
2.7 Other operating items
Accounting policies
Other operating items comprises non-revenue income and expenses related to Zealand’s operation that
is assessed to be non-recurring and significant for the understanding of the financial performance of
Zealand.
Other operating items also includes expenses as result of restructuring activities, including insurance
costs, impairment charges, reversal of inventory write downs, loss on revaluation of disposal group and
other significant one-time transaction expenses.
DKK thousand 2022 2021 2020
Restructuring costs - continuing operations -19,098 0 0
Insurance -37,033 0 0
Loss on retirement of fixed assets -1,456 -2,173 0
Total other operating items from continuing operations -57,587 -2,173 0
Restructuring costs - discontinued operations -56,738 0 0
Impairment of production eqiupment (Note 3.2) -9,725 0 0
Reversal of inventory write-off (Note 3.5) 22,564 0 0
Loss on disposal group V-GO (Note 2.8) -40,743 0 0
Gain from bargain purchase 0 0 36,395
Total other operating items from discontinued operations -84,642 0 36,395
Insurance comprises a one-off costs to cover any claims against directors and officers that would arise
following the delisting from the US stock exchange.
Restructuring costs from discontinued operations comprises severance costs (DKK -13.8 million),
reversal of costs related to forfeited share-based incentive programs (DKK 2.7 million) and an allowance
for loss on Zegalogue inventories (DKK -45.6 million) while restructuring costs from continuing oper-
ations comprises severance costs (DKK -30.3 million) and reversal of costs related to forfeited share-
based incentive programs (DKK 11.2 million). All restructuring costs were incurred as a result of the
March 30, 2022, company announcement.
Zealand Pharma ∞ Annual Report 2022 57
Notes to the Consolidated financial statements
The partial reversal of the inventory write-off of DKK 22.6 million primarely relates to Zegalogue finished
goods which was transferred to Novo Nordisk as a result of the global license and development agree-
ment as announced in September, 2022.
Impairment of production equipment relates to equipment acquired in order to be able to upscale the
production of Zegalogue.
Divestment of V-GO covers the accoutning loss incurred as a result of the divestment of the V-GO
activities. Please refer to note 2.8 for further information.
. Other operating items (continued) 2.8 Discontinued operations
Accounting policies
A discontinued operation is a component of the entity that has been disposed of or is classified as held
for sale and that represents a separate major line of business or geographical area of operations, is part
of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary
acquired exclusively with a view to resale. The results of discontinued operations are presented sepa-
rately in the statement of profit or loss. Comparatives in the statement of profit and loss for previous
periods are restated to reflect the result of discontinued operations.
Management's judgements and estimates
On March 30, 2022, the group announced its intension to exit the US sales activities including the V-Go
activity. The activities were successfully divested through an asset purchase agreement with Mann-
Kind Corporation dated May 29, 2022. On September 7, 2022, the group announced the transfer of the
commercial rights for Zegalogue to Novo Nordisk effectually ending all efforts to commercialize the
group's products via own sales force in 2022.
Management has exercised judgement in determining that the activities around commercialization
of V-Go products via own sales force and transfer of commercial rights to Zegalogue met the criteria
for classification as a discontinued operations and in the segregation of results from discontinued
operation from results from continued operations for all periods presented. Accordingly, the activities,
including the effect of the divestment of the V-GO disposal group, has been presented separately as a
discontinued operation in the income statement.
Zealand Pharma ∞ Annual Report 2022 58
Notes to the Consolidated financial statements
The results and the cash flow of the discontinued activities are presented below as a discontinued oper-
ations for the period ended December 31, 2022, December 31, 2021 and December 31, 2020:
DKK thousand 2022 2021 2020
Revenue 87,613 184,021 161,313
Cost of goods sold -70,688 -107,844 -90,565
Gross margin 16,925 76,177 70,748
Research and development expenses -4,913 -6,183 -7,632
Sales and marketing expenses -133,695 -312,669 -264,461
General and administrative expenses -17,125 -25,378 -1,176
Other operating items -84,642 0 36,395
Total Operating expenses -240,375 -344,230 -236,874
Result before tax -223,450 -268,053 -166,126
Corporate tax -13,075 4,842 -11,890
Net result from discontinued operations -236,525 -263,211 -178,016
DKK thousand 2022 2021 2020
Cash flows from discontinued operations
Net cash inflow (outflow) from operating activities -155,238 -368,052 -131,927
Net cash inflow (outflow) from investing activities 106,380 -1,585 -170,034
Net cash (outflow) from financing activities -1,064 -2,319 -1,506
Net cash increase (decrease) generated from
the discontinued operation -49,922 -371,956 -303,467
. Discontinued operations (continued)
All assets and liabilities included in the V-Go disposal group was derecognized as of May 29, 2022 with
the closure of the asset purchase agreement with MannKind. As a result, no assets or liabilities are clas-
sified as held for sale in relation to the discontinued operation as of December 31, 2022.
The derecognized assets and liabilities, recognized consideration and net impact on profit and loss from
the divestment of V-Go are presented below:
DKK thousand May 29, 2022
Assets included in disposal group
Intangible assets 52,082
Property, plant and equipment 20,586
Right-of-use assets 8,128
Deposits and prepayments 1,871
Inventories 79,872
Total assets of disposal group 162,539
Liabilities directly associated with assets included in disposal group
Lease liabilities 8,837
Total liabilities of disposal group 8,837
Net assets of disposal group 153,702
Consideration:
Cash consideration 111,553
Purchase price adjustment -5,167
Other financial assets 6,573
Total consideration 112,959
Loss on sale of disposal group - recognized as other operating items from discontinued
operations -40,743
As a part of the license and development agreement with Novo Nordisk A/S as described in note 2.1,
finished goods with a value of DKK 21.3 was transfered as a part of the contract.
Zealand Pharma ∞ Annual Report 2022 59
Notes to the Consolidated financial statements
2.9 Earnings per share
Accounting policies
Basic result per share
Basic result per share is calculated as the net result for the period, divided by the weighted average
number of ordinary shares outstanding, excluding treasury shares held by the company.
Diluted result per share
Diluted result per share is calculated as the net result for the period, divided by the weighted average
number of ordinary shares outstanding, excluding the treasury shares, and adjusted for the dilutive
effect of share equivalents.
DKK thousand 2022 2021 2020
Net result used in the calculation of basic and diluted earnings/
losses per share from continuing operations -965,610 -754,938 -668,713
Net result used in the calculation of basic and diluted earnings/
losses per share from discontinued operations -236,525 -263,211 -178,016
Net result used in the calculation of basic and diluted
earnings/losses per share -1,202,135 -1,018,149 -846,729
Weighted average number of ordinary shares 46,502,969 43,192,383 38,433,923
Weighted average number of treasury shares -302,817 -322,988 -64,223
Weighted average number of ordinary shares used
in the calculation of basic/diluted earnings per share 46,200,152 42,869,395 38,369,700
Earnings/(loss) per share from continuing operations –
basic/diluted (DKK) -20.90 -17.61 -17.43
Earnings/(loss) per share from discontinued operations –
basic/diluted (DKK) -5.12 -6.14 -4.64
Total earnings/(loss) per share – basic/diluted (DKK) -26.02 -23.75 -22.07
In the calculation of the diluted loss per share for 2022, 2,190,503 potential ordinary shares related to
share-based payment instruments have been excluded as they are anti-dilutive (2,209,044 for 2021 and
2,019,368 for 2020).
Zealand Pharma ∞ Annual Report 2022 60
3 Operating assets and liabilities
Notes to the Consolidated financial statements
3.1 Intangible assets
Accounting policies
Research and development
Zealand currently has not recognized internally generated intangible assets from development, as the
criteria for recognition of an asset are not met as described below.
Acquired licenses and rights
Acquired licenses, rights, and patents are initially measured at cost and include the net present value
of any future payments. The net present value of any future payments is recognized as a liability. When
triggered, milestone payments are accounted for as an increase in the cost to acquire licenses, rights,
and patents unless such subsequent expenditures are recognized in the income statement as Research
& Development expenses if they do not satisfy the conditions for recognition as an asset.
Amortization
Licenses, rights, and patents are amortized using the straight-line method over the estimated useful life
which is determined when the asset is available for use. Amortizations, impairment losses and gain or
losses on the disposal of intangible assets are recognized in the income statement as Research & Devel-
opment expenses.
Impairment
If circumstances or changes in Zealand's operations indicate that the carrying amount of the intangible
assets may not be recoverable, Management will review the intangibles for impairment. Intangible
assets not ready for use are reviewed for impairment on an annual basis.
3
Operating assets
and liabilities
3.1 Intangible assets 61
3.2 Property, plant and equipment 63
3.3 Right-of-use assets and lease liabilities 65
3.4 Other investments 66
3.5 Inventories 67
3.6 Trade and other receivables 68
3.7 Other financial assets 68
3.8 Deferred revenue 69
3.9 Trade and other payables 69
Zealand Pharma ∞ Annual Report 2022 61
Notes to the Consolidated financial statements
3.1 Intangible assets (continued)
DKK thousand
Licenses,
rights and
patents
Intellectual
property
Physician
relationship
Cost at January 1, 2022 2,530 13,692 65,613
Disposals -2,530 0 0
Transferred to V-GO disposal group (Note 2.8) 0 -13,692 -69,443
Currency translation 0 0 3,830
Cost at December 31, 2022 0 0 0
Amortization and impairment at January 1, 2022 0 13,692 14,353
Impairment for the year 2,530 0 0
Amortization for the year 0 0 2,057
Disposals -2,530 0 0
Transferred to V-GO disposal group (Note 2.8) 0 -13,692 -17,361
Currency translation 0 0 951
Amortization and impairment at December 31, 2022 0 0 0
Carrying amount at December 31, 2022 0 0 0
Amortization and impairment for the financial year has been
charged as:
Research and development expenses -2,530 0 0
Discontinued operations 0 0 -2,057
Total -2,530 0 -2,057
Assets listed under Intellectual property and Physician relationship were all disposed of as a part of the
V-GO disposal group. Please refer to note 2.8 for further information.
Licenses, rights and patents at January 1, 2022, comprised the license to the lead product candidate
acquired with Encycle Therapeutics in October 2019. During 2022 the development program with the
lead candidate was abandoned and it was decided to move on with another product candidate from the
same patent instead. As a result the recognized asset was impaired and disposed.
Management's judgements and estimates
According to IAS 38, intangible assets arising from development projects should be recognized in the
balance sheet. The criteria that must be met for capitalization are that:
• the development project is clearly defined and identifiable and the attributable costs can be meas-
ured reliably during the development period;
• the technological feasibility, adequate resources to complete and a market for the product or an
internal use of the product can be documented; and
• management has the intent to produce and market the product or to use it internally.
Such an intangible asset should be recognized if sufficient certainty can be documented that the future
income from the development project will exceed the aggregate cost of production, development and
sale and administration of the product.
A development project involves a single product candidate undergoing a high number of tests to illus-
trate its safety profile and its effect on humans prior to obtaining the necessary final approval of the
product from the authorities. The future economic benefit associated with the individual development
projects are dependent on obtaining such approval. Considering the significant risk and duration of the
development period related to the development of biological products, management has concluded
that the future economic benefits associated with the individual projects cannot be estimated with
sufficient certainty until the project has been finalized and the necessary final regulatory approval of the
product has been obtained. Accordingly, Zealand has not recognized such assets at this time and there-
fore all research and development costs are recognized in the income statement when incurred.
Zealand Pharma ∞ Annual Report 2022 62
Notes to the Consolidated financial statements
3.2 Property, plant and equipment
Accounting policies
Property, plant and equipment is mainly comprised of plant and machinery, other fixtures and fittings,
leasehold improvements and assets under construction, which are measured at cost less accumulated
depreciation. and any impairment losses.
The cost is comprised of the acquisition price and costs directly related to the acquisition until the asset
is ready for use. Costs include direct costs and costs to subcontractors.
Depreciaion
Depreciation is calculated on a straight-line basis to allocate the cost of the assets, net of any residual
value, over the estimated useful lives, which are as follows:
Leasehold improvements 5-13 years, but never longer than the lease term
Plant and machinery 5-10 years
Other fixtures and fittings 3-5 years
The useful lives and residual values are reviewed and adjusted if appropriate on a yearly basis. Assets
under construction are not depreciated.
Impairment
If circumstances or changes in Zealand's operations indicate that the carrying amount of property, plant
and equipment may not be recoverable, management reviews that asset for impairment.
The basis for the review is the recoverable amount of the assets, determined as the greater of the fair
value less cost to sell or its value in use. Value in use is calculated as the net present value of future cash
inflow or savings generated from the asset.
If the carrying amount is greater than the recoverable amount, the asset is written down to the
recoverable amount. An impairment loss is recognized in the income statement when the impairment
is identified.
3.1 Intangible assets (continued)
DKK thousand
Licenses,
rights and
patents
Intellectual
property
Physician
relationship
Cost at January 1, 2021 2,530 13,692 60,576
Additions 0 0 0
Currency translation 0 0 5,037
Cost at December 31, 2021 2,530 13,692 65,613
Amortization and impairment at January 1, 2021 0 13,692 5,621
Amortization for the year 0 0 7,859
Currency translation 0 0 873
Amortization and impairment at December 31, 2021 0 13,692 14,353
Carrying amount at December 31, 2021 2,530 0 51,260
Amortization for the financial year has been charged as:
Discontinued operations 0 0 -7,859
Total 0 0 -7,859
Remaining amortization period - - 6.25 years
Zealand Pharma ∞ Annual Report 2022 63
Notes to the Consolidated financial statements
3.2 Property, plant and equipment (continued)
DKK thousand
Plant and
machinery
Other
fixtures and
fittings
Leasehold
improve-
ments
Assets
under con-
struction
Cost at January 1, 2022 90,797 15,835 36,600 12,112
Transfer 268 1,644 2,915 -4,827
Additions 2,985 73 293 6,089
Disposals -1,433 -905 0 -10,092
Transferred to V-GO disposal group (Note 2.8) -25,790 -763 -1,801 -2,563
Currency translation 1 113 186 151
Cost at December 31, 2022 66,828 15,997 38,193 870
Accumulated depreciation at January 1, 2022 54,216 9,240 5,434 0
Depreciation for the year 7,903 3,145 3,187 0
Impairment 742 71 0 10,092
Disposals -1,433 -905 0 -10,092
Transferred to V-GO disposal group (Note 2.8) -9,090 -357 -884 0
Currency translation 1 39 51 0
Accumulated depreciation and impairment
at December 31, 2022 52,339 11,233 7,788 0
Carrying amount at December 31, 2022 14,489 4,764 30,405 870
Depreciation for the financial year has been
charged as:
Research and development expenses -6,214 -2,315 -2,417 0
Selling and marketing expenses 0 -23 0 0
General and administrative expenses 0 -779 -770 0
Other operating items -742 -71 0 -362
Discontinued operations -1,689 -28 0 -9,730
Total -8,645 -3,216 -3,187 -10,092
DKK thousand
Plant and
machinery
Other
fixtures and
fittings
Leasehold
improve-
ments
Assets
under con-
struction
Cost at January 1, 2021 85,898 15,279 34,104 3,023
Transfer 949 664 0 -1,613
Addition from business combinations
Additions 7,118 1,444 2,449 11,122
Disposals -3,169 -1,630 -84 -419
Currency translation 1 78 131 -1
Cost at December 31, 2021 90,797 15,835 36,600 12,112
Accumulated depreciation at January 1, 2021 43,987 6,942 2,335 0
Transfer 0 0 0 0
Depreciation for the year 11,558 3,461 3,128 0
Disposals -1,330 -1,203 -73 0
Currency translation 1 40 44 0
Accumulated depreciation and impairment
at December 31, 2021 54,216 9,240 5,434 0
Carrying amount at December 31, 2021 36,581 6,595 31,166 12,112
Depreciation for the financial year has been
charged as:
Research and development expenses -3,621 -2,568 -2,715 0
Selling and marketing expenses 0 -92 0 0
General and administrative expenses -786 -680 -413 0
Discontinued operations -7,151 -121 0 0
Total -11,558 -3,461 -3,128 0
Impairment of assets under construction relates to production equipment for Zegalogue which is not expected
to be used by the company. The amount is recognized as other operating items from discontinued operations.
Zealand Pharma ∞ Annual Report 2022 64
Notes to the Consolidated financial statements
3.3 Right-of-use assets and lease liabilities
Accounting policies
Zealand determines if an arrangement is a lease at inception. Zealand leases comprise various proper-
ties and cars. Rental contracts are typically made for fixed periods. Lease terms are negotiated on an
individual basis and contain a wide range of different terms and conditions.
All leases are recognized in the balance sheet as a right-of-use ("ROU") asset with a corresponding lease
liability, except for short term assets in which the lease term is 12 months or less, or low value assets.
ROU assets represent Zealand's right to use an underlying asset for the lease term and lease liabilities
represent Zealand's obligation to make lease payments arising from the lease.
Liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the
net present value of fixed payments, less any lease incentives. As Zealand's leases do not provide an
implicit interest rate, Zealand uses an incremental borrowing rate based on the information available at
the commencement date of the lease in determining the present value of lease payments. Lease terms
utilized by Zealand may include options to extend or terminate the lease when it is reasonably certain
that Zealand will exercise that option. In determining the lease term, management considers all facts
and circumstances that create an economic incentive to exercise an extension option, or not exercise
a termination option. Extension options (or periods after termination options) are only included in the
lease term if the lease is reasonably certain to be extended (or not terminated). Interest expenses related
to the lease liability are classified in financial items.
ROU assets are measured at cost and include the amount of the initial measurement of lease liability,
any lease payments made at or before the commencement date less any lease incentives received, any
initial direct costs, and restoration costs. ROU assets are depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis over the lease term. The ROU assets are also
subject to impairment considerations. Refer to accounting policies in note 3.2.
Payments associated with short-term leases and leases of low-value assets are recognized on a straight-
line basis as an expense in the income statement. Short-term leases are leases with a lease term of 12
months or less and low-value assets comprise IT equipment and small items of office furniture.
Amounts recognized in the statement of financial position
The statement of financial position shows the following amounts relating to right-of-use assets:
DKK thousand
Office
Buildings
Other
fixtures and
fittings
As at January 1, 2022 133,371 1,623
Additions 0 736
Depreciation expense -13,710 -778
Transfer to V-GO disposal group (Note 2.8) -8,128 0
Currency translation 1,846 0
As at December 31, 2022 113,379 1,581
As at January 1, 2021 126,821 1,177
Additions 18,677 1,512
Depreciation expense -13,177 -1,066
Currency translation 1,050 0
As at December 31, 2021 133,371 1,623
The Group leases office buildings, equipment and vehicles. The rental contract for the HQ office
building has been made for a minimum period of 13 years (terminable by the landlord after 15 years).
Management has assessed the lease period to be 13 years. The rental contract for the US office site has
been made for a minimum period of 16 years with the oportunity to sublease. Equipment and vehicles
are leased over a period of 3-4 years with no extension option.
Zealand Pharma ∞ Annual Report 2022 65
Notes to the Consolidated financial statements
3.3 Right-of-use assets and lease liabilities (continued)
Set out below are the carrying amounts of lease liabilities and the movements during the period:
DKK thousand 2022 2021
As at January 1 139,523 130,119
Additions 992 20,189
Accretion of interest 3,286 2,953
Payments -13,719 -14,715
Transfer to V-GO disposal group (Note 2.8) -8,836 0
Currency translation 1,483 977
As at December 31 122,729 139,523
Current 14,729 14,897
Non-current 108,000 124,626
The following are the amounts recognized in income statement:
Depreciation expense of right-of-use assets -14,488 -14,243
Interest expense on lease liabilities -3,286 -2,953
Total amount recognized in profit and loss -17,774 -17,196
Cash flow -13,825 -14,715
Total cash outflow for leases -13,825 -14,715
Depreciation for the financial year has been charged as:
Research and development expenses -10,375 -11,732
General and administrative expenses -4,113 -2,511
Total -14,488 -14,243
Accounting policies
Other investments are measured at fair value on initial recognition and subsequently. Changes in fair
value are recognized in the income statement under financial items.
The Group’s other investments consist of an investment in Beta Bionics, Inc., the developer of iLet™, a
fully integrated dual-hormone pump (bionic pancreas) for autonomous diabetes care. The investment
in Beta Bionics, Inc. is measured at fair value through profit and loss. This investment represents 1.5 %
(2021 :1.6%) ownership of Beta Bionics, Inc., and is measured at a fair value of DKK 30.9 million as of
December 31, 2022 (DKK 26.9 million as of December 31, 2021).
Zealand is using the share price determined in the most recent share capital issuances by Beta Bionics,
adjusted for value infliction points, as an indicator of the fair value of the shares. In particular, Beta
Bionics closed a series C financing in February, 2022, which is used as the basis for determining fair
value.
The following have been recognized as financial items:
DKK thousand 2022 2021
Other investments at January 1 26,907 32,333
Fair value adjustments 4,036 -5,426
Other investments at December 31 30,943 26,907
Reference is made to note 4.3 for fair value disclosures.
3.4 Other investments
Zealand Pharma ∞ Annual Report 2022 66
Notes to the Consolidated financial statements
Accounting policies
Raw materials, work in progress and finished goods are measured at the lower of cost and net realiz-
able value. Cost is determined on a first in, first out basis and comprises direct materials, direct labor
and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on
the basis of normal operating capacity. Costs of purchased inventory are determined after deducting
rebates and discounts. Net realizable value is the estimated selling price in the ordinary course of busi-
ness less the estimated costs of completion and the estimated costs necessary to complete the sale.
Inventory manufactured prior to regulatory approval (prelaunch inventory) is capitalized but immedi-
ately provided for, until there is a high probability of regulatory approval for the product. A write-down
is made against inventory, and the cost is recognized in the income statement as research and devel-
opment costs. Once there is a high probability of regulatory approval being obtained, the write-down is
reversed, up to no more than the original cost.
We review our inventory for excess or obsolescence and write down inventory that has no alternative
uses to its net realizable. Economic conditions, customer demand and changes in purchasing and
distribution can affect the carrying value of inventory. As circumstances warrant, we record provisions
for potentially obsolete or slow-moving inventory and lower of cost or net realizable value inventory
adjustments. In some instances, these adjustments can have a material effect on the financial results
of an annual or interim period. In order to determine such adjustments, we evaluate the age, inventory
turns, future sales forecasts and the estimated fair value of inventory.
Cost of goods sold
Cost of goods sold includes raw materials, labor costs, manufacturing overhead expenses and reserves
for anticipated scrap and inventory obsolescence
DKK thousand 2022 2021
Raw materials 1,286 35,816
Work in process 0 29,588
Finished goods 0 53,032
Total 1,286 118,436
3.5 Inventories
Write downs on inventory were comprised as follows:
DKK thousand 2022 2021
Accumulated write downs, January 1 -25,653 -27,409
Write downs in the reporting period -45,547 -10,766
Utilization of write downs 16,867 12,641
Reversal of write downs 22,623 0
Exchange differences -547 -119
Accumulated write downs, December 31 -32,257 -25,653
The write down and the reversal of write downs on inventory recognized in 2022 are included in other
operating items. Please refer to note 2.7.
Management's judgements and estimates
With the March 30, 2022, restructuring announcement an allowance for loss on Zegalogue raw mate-
rials and finished goods of DKK 45.6 million were recognized due to uncertainties around the future
sales channels for the product. The allowance is included as discontinued operations under other
operating expenses as a restructuring cost. As all Zegalogue finished goods were transferred to Novo
Nordisk as a result of the global license and development agreement announced in Q3, 2022, a partial
reversal of the inventory allowance of DKK 22.6 million was recognized under other operating income
from discontinued operations in 2022.
As of December 31, 2022, Zegalogue related raw materials and semi-finished goods at costs amounts to
DKK 33.6 million. Due to uncertainties whether the materials will be utilized in the production under the
supply agreement with Novo Nordisk, management has estimated the net realizable value to be DKK 1.3
million. The estimated is based on current projections.
Zealand Pharma ∞ Annual Report 2022 67
Notes to the Consolidated financial statements
3.6 Trade and other receivables
Accounting policies
Receivables are designated as financial assets measured at amortized cost and are initially measured at
fair value or transaction price and subsequently measured in the balance sheet at amortized cost, which
generally corresponds to nominal value less expected credit loss provision.
Zealand utilizes a simplified approach to measuring expected credit losses and uses a lifetime
expected loss allowance for all receivables. To measure the expected credit losses, receivables have
been grouped based on credit risk characteristics and the days past due. Expected credit losses as of
December 31, 2022 and December 31, 2021 is immaterial.
Prepaid expenses include expenditures related to a future financial period. Prepaid expenses are meas-
ured at nominal value.
DKK thousand 2022 2021
Trade receivables 1,361 66,257
Receivables related to collaboration agreements 56,431 6,768
Prepaid expenses 63,088 81,082
Deposits 9,409 12,638
Other receivables 3,438 15,802
Total other receivables 133,727 182,547
Non-current 18,105 29,094
Current 115,622 153,453
3.7 Other financial assets
Accounting policies
Please refer to accounting policies for financial assets and liabillities in note 4.3.
DKK thousand 2022 2021
Other financial assets at January 1 0 0
Additions during the year 6,573 0
Fair value adjustments 319 0
Currency adjustments 9 0
Other financial assets at December 31 6,901 0
Other financial assets comprise the sales-related milestones from the divestment of V-Go. A maximum
of four milestones of USD 2.5 million each can be achieved under the contract based on annual sales.
The fair value has been determined using the risk-adjusted net present value method using a discount
rate of 10% and an estimated probability of 50% and 25% respectively to reach the first two sales-related
milestones.
Reference is made to note 4.3 for fair value disclosures.
Zealand Pharma ∞ Annual Report 2022 68
Notes to the Consolidated financial statements
The Group has recognized the following liabilities related to contracts with customers.
DKK thousand 2022 2021
Deferred revenue at January 1 67,584 97,769
Revenue recognized during the year -67,584 -30,185
Total deferred revenue 0 67,584
Non-current 0 14,551
Current 0 53,033
Total deferred revenue 0 67,584
Deferred revenue occurred in connection with the agreement with Alexion Pharmaceuticals, Inc. as
disclosed in Note 6.8. An up-front payment of DKK 177.3 million was received of which DKK 67.6 million
has been recognized during DKK 2022 (2021: DKK 30.2 million and 2020: DKK 42.9 million).
All performance obligations associated with the upfront payment have been delivered by December 31,
2022. Future services delivered under the agreement with Alexion Pharmaceuticals will be compensated
on a time and material basis.
3.8 Deferred revenue 3.9 Trade and other payables
Accounting policies
Please refer to accounting policies for financial assets and liabillities in note 4.3.
Discount and rebate liabilities represent amounts payable or credited to customers, usually based on
the quantity or value of product sales to the customer for specific products in a certain period. Product
sales rebates, which relate to product sales that occur over a period of time, are normally issued retro-
spectively. At the time product sales are invoiced, rebates and deductions that the Group expects
to pay, are estimated. These rebates typically arise from sales contracts with government agencies,
wholesalers, retail pharmacies, Managed Care and other customers, which are recorded at the time the
related revenues are recorded or when the incentives are offered.
DKK thousand 2022 2021
Trade payables 53,156 88,996
Employee benefits 58,348 84,800
Accruals development projects 34,063 22,547
Payable treasury shares 41,600 41,600
Discount and rebate liabilities 2,201 28,695
Other payables 10,452 18,175
Total trade and other payables 199.820 284,813
Non-current 19,058 18,426
Current 180,762 266,387
Zealand Pharma ∞ Annual Report 2022 69
4 Capital structure, financial risk and related items
Notes to the Consolidated financial statements
4.1 Capital management
Capital Management
Zealand’s goal is to maintain a strong capital base to maintain investor, creditor and market confidence, and a
continuous advancement of Zealand’s product pipeline and business in general. Zealand is primarily financed
through capital increases, long-term borrowings and partnership collaboration income. The Group had, as of
December 31, 2022, a cash position of DKK 1,069.2 million of which DKK 348.6 million was subject to certain
conditions as described in note 4.4. The cash position supports the advancement of our product pipeline and
operations.
The adequacy of our available funds will depend on varius factors, including progress in our research and
development programs, our commitments to existing and new clinical collaborators, our ability to establish
commercial and licensing arrangements, our capital expenditures, market developments, and any future
partnerships and acquisitions. Accordingly, we plan to raise additional funds through equity or debt financ-
ings, collaborative agreements with partners, or from other sources.
At the Zealand Annual Meeting held on April 6, 2022, the shareholders authorized the company to issue
convertible debt instruments with access to conversion to shares in the Company of up to a total of nominally
DKK 10,850,136 without pre-emption rights for existing shareholders in accordance with the Company’s
Articles of Association. This authorization covers the period until 15 April 2026, but has not been utilized as of
December 31, 2022. At the annual general meeting on April 2, 2020 Zealand was authorized to increase the
share capital by nominally DKK 9,013,665 during the period until April 2, 2025. At December 31, 2022 nomi-
nally DKK 1,630,000 of the authorization remains.
In December 2021 Zealand entered a USD 100.0 million long term borrowings agreement with Oberland. The
loan was amended and partially repaid during 2022. Please refer to note 4.6 for further details.
In June of 2022 the company received gross proceeds of DKK 274.8 million from a directed issue and private
placement. Zealand issued a total of 2,892,368 new shares at a subscription price of DKK 95 per share. In
October 2022, the company received gross proceeds of DKK 786 million from a directed issue and private
placement. Zealand issued a total of 4,975,000 new shares at a subscription price of DKK 158 per share.
In August 2022, the company announced Voluntary Delisting of American Depositary Shares from the U.S.-
Based Nasdaq Global Select Market. The delisting was completed during Q4 2022.
The Company and the Board of Directors monitors the share and capital structure to ensure that Zealand’s
capital resources support the strategic goals. There was no change in the group’s approach to capital
management procedures in 2022. Neither Zealand Pharma A/S nor any of its subsidiaries are subject to exter-
nally imposed capital requirements other than the conditions related to the borrowing agreement (note 4.6).
4
Capital structure,
financial risk and
related items
4.1 Capital management 70
4.2 Financial risks 71
4.3 Financial assets and liabilities 73
4.4 Cash and cash equivalents 75
4.5 Marketable securities 75
4.6 Borrowings 76
4.7 Financial items 81
4.8 Share capital 82
4.9 Share-based instruments 82
Zealand Pharma ∞ Annual Report 2022 70
Notes to the Consolidated financial statements
4.2 Financial risks
Zealand is exposed to various financial risks, including foreign exchange rate risk, interest rate risk, credit
risk and liquidity risk.
The objective of Zealand’s financial management policy is to reduce the Group’s sensitivity to fluctua-
tions in exchange rates, interest rates, credit rating and liquidity. Zealand’s financial management policy
has been endorsed by Zealand’s Audit Committee and ultimately approved by Zealand’s Board of Direc-
tors.
Exchange rate risk
Most of Zealand’s financial transactions are in DKK, USD and EUR.
Due to Denmark’s long-standing fixed exchange rate policy vis-à-vis the EUR, Zealand has evaluated
that there is no material transaction exposure or exchange rate risk regarding transactions in EUR.
Zealand’s milestone payments have been agreed in foreign currencies, namely USD and EUR. However,
as milestone payments are unpredictable in terms of timing, the payments are not included in the basic
exchange rate risk evaluation.
Currency exposures regarding our US activities are managed by having revenue and expenses in the
same currency. An ongoing exposure assessment is conducted.
As Zealand conducts clinical trials and toxicology studies around the world and has activities in US,
Zealand is exposed to exchange rate risks associated with the denominated currency, which is primarily
USD based on volume and fluctuations against DKK. To date, Zealand’s policy has been to manage the
transaction and translation risk associated with the USD passively, by having a portion of the Group's
cash and cash equivalents in a USD account to cover future payment of Zealand’s expenses denomi-
nated in USD.
As of December 31, 2022, Zealand holds DKK 460.4 million (2021: DKK 862.9 million) of its cash in USD.
Of these DKK 348.6 million (USD 50 million) is subject to certain conditions (note 4.4). Additionally,
Zealand has a financial debt of DKK 336.8 million as well as embedded derivatives of DKK 80.6 million,
both denominated in USD.
Interest rate risk
Zealand has a policy of avoiding financial instruments that expose the Group to any unintended finan-
cial risks.
During 2022, all cash has been held in current bank accounts in USD, EUR and DKK. Interest rates on
bank deposits have been low to negative for an extended period of time, but have risen in late 2022 with
the worldwide changes to the economical landscape.
Zealand has invested in low-risk marketable securities. The Group’s marketable securities portfolio
comprises company bonds and asset backed securities in USD. All bonds held as of the balance sheet
date matures within the first three months of 2023.
As of December 31, 2022, Zealand has borrowings amounting to DKK 336.8 million (2021: DKK 656.1
million), embedded derivatives amounting to DKK 80.6 million (2021: DKK 0) and lease liabilities
amounting to DKK 122.7 million (2021: DKK 139.5 million). Borrowings is measured at a fixed interest rate
at 14.3%. Changes in interest rates has an effect on the fair value of the embedded derivatives. Please
refer to note 4.6 for further. An increase in interest rates would be reflected in a increase in interest
income from the group's cash balances.
Credit risk
Zealand is exposed to credit risk in respect of receivables, bank balances and bonds. The maximum
credit risk corresponds to the carrying amount. Management believes that credit risk is limited, as the
counterparties to the trade receivables are large global pharmaceutical companies and wholesalers.
Cash and bonds are not deemed to be subject to credit risk, as the counterparties are banks with invest-
ment-grade ratings (i.e. BBB- or higher from Standard & Poor’s).
Liquidity risk
The purpose of Zealand’s cash management is to ensure that the Group has sufficient and flexible
financial resources at its disposal at all times.
Zealand’s short-term liquidity is managed and monitored by means of the Company’s quarterly budget
revisions to balance the demand for liquidity and maximize the Company’s interest income by matching
its free cash in fixed-rate, fixed-term bank deposits and bonds with its expected future cash burn.
Reference is made to going concern considerations in note 1.1 for further description of the going
concern assessment.
Zealand Pharma ∞ Annual Report 2022 71
Notes to the Consolidated financial statements
4.2 Financial risks (continued)
Sensitivity analysis
The table shows the effect on profit/loss and equity of reasonably likely changes in the financial varia-
bles in the statement of financial position.
2022 2021
DKK thousand Fluctuation Effect Fluctuation Effect
USD +10% 21,209 +10% 20,675
Contractual maturity (liquidity risk)
A breakdown of the Group’s aggregate liquidity risk on financial assets and liabilities is given below.
The following table details the Group’s remaining contractual maturity for its financial liabilities with
agreed repayment periods. The table has been prepared using the undiscounted cash flows for finan-
cial liabilities, based on the earliest date on which the Group can be required to pay. The table includes
both interest and principal cash flows. To the extent that the specific timing of interest or principal flows
is dependent on future events, the table has been prepared based on Management’s best estimate of
such timing at the end of the reporting period. The contractual maturity is based on the earliest date on
which the Group may be required to pay.
With the exception of leasing and borrowings, there are no interest cash flows to be included in the
table below for the existing financial liabilities as they are not interest-bearing financial liabilities.
DKK thousand < 12 months 1-5 Years > 5 Years Total
Carrying
amount
Borrowings including
embedded derivatives 260,970 191,515 37,996 490,481 401,346
Leasing liabilities 14,995 59,553 62,237 136,785 122,729
Trade and other payables 180,762 0 19,058 199,820 199,820
Total financial liabilities
at December 31, 2022 456,727 251,068 119,291 827,086 723,895
Borrowings 50,954 252,042 736,410 1,039,406 647,906
Leasing liabilities 14,608 62,558 75,415 152,581 139,523
Trade and other payables 266,387 0 18,426 284,813 284,813
Total financial liabilities
at December 31, 2021 331,949 314,600 830,251 1,476,800 1,072,242
All cash flows are non-discounted and include all liabilities under contracts but not contractual obliga-
tions related to payments under agreements for development projects, including CROs, as disclosed in
note 6.5 , as their maturity dates are uncertain.
The expected future cash flows from borrowings including embedded derivatives are presented
as management's probability weighted estimate for payments under the contract. The cash flow is
expected cash flow is sensitive to the occurance of an call option trigger event as described in note 4.6.
Payments in USD are estimated based on USD 3m Libor rates as of 31 December 2022 translated into
DKK at the USD/DKK rates applicable as of 31 December 2022.
Zealand Pharma ∞ Annual Report 2022 72
Notes to the Consolidated financial statements
4.3 Financial assets and liabilities
Accounting policies
Classification of Categories of Financial Assets and Liabilities:
Zealand classifies its financial assets held into the following measurement categories:
• those to be measured subsequently at fair value (either through other comprehensive income, or
through profit or loss), and
• those to be measured at amortized cost.
The classification depends on the business model for managing the financial assets and the contractual
terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income.
Zealand reclassifies debt investments only when its business model for managing those assets changes.
Further details about the accounting policy for each of the categories are outlined in the respective
notes.
Fair Value Measurement
Zealand measures financial instruments, such as marketable securities, at fair value at each balance
sheet date. Management assessed that the fair value of financial assets and liabilities measured at amor-
tized cost such as bank deposits, receivables and other payables approximate their carrying amounts
largely due to the short-term maturities of these instruments.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by Zealand.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest.
Zealand uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and mini-
mizing the use of unobservable inputs.
For financial instruments that are measured in the balance sheet at fair value, IFRS 13 for financial instru-
ments requires disclosure of fair value measurements by level of the following fair value measurement
hierarchy for:
• 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 (that is, unob-
servable inputs).
For assets and liabilities that are recognized in the financial statements on a recurring basis, Zealand
determines whether transfers have occurred between levels in the hierarchy by re-assessing categoriza-
tion (based on the lowest level input that is significant to the fair value measurement as a whole) at the
end of each reporting period. Any transfers between the different levels are carried out at the end of the
reporting period.
Zealand Pharma ∞ Annual Report 2022 73
Notes to the Consolidated financial statements
DKK thousand 2022 2021
Categories of financial instruments
Trade and other receivables excluding prepaid expenses 70,640 101,465
Financial assets at amortized costs 70,640 101,465
Marketable securities 108,611 299,042
Other investments 30,943 26,907
Other financial assets 6,901 0
Financial assets measured at fair value through profit or loss 146,455 325,949
Borrowings 320,743 647,906
Lease liabilities 122,729 139,523
Trade and other payables 199,820 284,813
Financial liabilities measured at amortized cost 643,292 1,072,242
Embedded derivates cf. note 4.6 80,603 0
Financial liabilities measured at fair value through profit or loss 80,603 0
2022 2021
DKK thousand Note Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets measured at fair value:
Marketable securities 4.5 0 108,611 0 108,611 299,042 0 0 299,042
Other investments 3.4 0 0 30,943 30,943 0 0 26,907 26,907
Other financial assets 3.7 0 0 6,901 6,901 0 0 0 0
Financial assets measured at fair value through profit or loss 0 108,611 37,844 146.455 299,042 0 26,907 325,949
Liabilities measured at fair value:
Embedded derivates 4.6 0 0 80,603 80,603 0 0 0 0
Financial liabilities measured at fair value through profit or loss 0 0 80,603 80,603 0 0 0 0
No transfer between fair value levels have occurred during 2022. The shift between level 1 and level 2 for marketable securities is caused by sale and acquisition of the portfolio.
4.3 Financial assets and liabilities (continued)
Zealand Pharma ∞ Annual Report 2022 74
Notes to the Consolidated financial statements
4.4 Cash and cash equivalents
Accounting policies
Cash is measured on intitial recognition at cost.
DKK thousand 2022 2021
Cash and cash equivalents 720,626 472,525
Cash and cash equivalents (subject to certain conditions) 348,608 656,578
Total cash and cash equivalents 1,069,234 1,129,103
As of December 31, 2021, USD 100 million was subject to a liquidity covenant under which the Group
had to hold the cash in a designated account until certain conditions were met. This covenant was lifted
in 2022 as a consequense of the amendments to the loan agreement with Oberland as described in
note 4.6.
Under the second amendment to the Oberland loan agreement signed on September 20, 2022, the
outstanding principal of USD 50 million is to be held in a designated deposit account. As a result the
amount is presented as cash and cash equivalents subject to certain conditions. The cash and securities
can be released in increments of minimum USD 10.0 million upon request from the group subject to
certain conditions as described in note 4.6.
Accounting policies
Marketable securities consist of investments in securities with a maturity of ninety days or greater at
the time of acquisition. Measurement of marketable securities depends on the business model for
managing the asset and the cash flow characteristics of the asset. There are two measurement catego-
ries into which Zealand classifies its marketable securities:
• Amortized cost: Assets that are held for collection of contractual cash flows, where those cash flows
represent solely payments of principal and interest, are measured at amortized cost. Interest income
from these financial assets is included in finance income using the effective interest rate method. Any
gain or loss arising on derecognition is recognized directly in profit or loss and presented in other
gains/(losses), together with foreign exchange gains and losses. Impairment losses are presented as a
separate line item in the statement of profit or loss.
• Fair value through profit and loss (FVPL): Assets that do not meet the criteria for amortized cost or fair
value through other comprehensive income (FVOCI) are measured at FVPL. A gain or loss on a debt
investment that is subsequently measured at FVPL is recognized in profit or loss and presented net
within financial income or expenses in the period in which it arises.
Zealand's portfolio is managed and evaluated on a fair value basis in accordance with its stated invest-
ment guidelines and the information provided internally to management. This business model does not
meet the criteria for amortized cost or FVOCI and as a result marketable securities are measured at fair
value through profit and loss. This classification is consistent with the prior year's classification.
Transactions are recognized at trade date.
4.5 Marketable securities
Zealand Pharma ∞ Annual Report 2022 75
Notes to the Consolidated financial statements
DKK thousand 2022 2021
USD portfolio:
Asset backed securities 24,392 0
Corporate bonds 84,219 0
Total USD portfolio 108,611 0
DKK portfolio:
Equity investment in bond portfolio 0 299,042
Total DKK portfolio 0 299,042
Total portfolio 108,611 299,042
Per December 31, 2022, all outstanding securities matures within 3 months.
. Marketable securities (continued) 4.6 Borrowings
Accounting policies
On initial recognition borrowings are measured at fair value which is generally equal to the proceeds
received. Fair value is allocated between the debt host contract and, if applicable, an embedded deriva-
tive. Transaction costs attributable to the debt host contract are deducted from the initial fair value and
amortised over the term of the loan as part of the effective interest rate on the loan. Transaction costs
attributable to a non-closely related embedded derivatives are expensed on initial recognition. Subse-
quently, borrowings are measured at amortised cost.
On initial recognition, borrowings are evaluated for the existence of non-closely related embedded
derivatives, i.e. cash flows or potential cash flows whose economic characteristics and risks are not
closely related to the economic characteristics and risks in the debt host contract such as prepayment
options at amounts which are not substantially equal to the loan’s amortised cost. The cash flows attrib-
utable to such non-closely related embedded derivatives are separated and accounted for as derivative
financial instruments.
Loan commitments are not recognised. Lender fees and transaction costs attributable to uncondi-
tional loan commitments are treated as prepaid transaction costs if the Group expect to draw down on
the facility. If the Group has no specific plans for draw down on the loan commitment, the transaction
costs are amortised over the commitment period.
If a loan commitment is subject to meeting certain conditions, it is considered an unconditional loan
commitment if the Group considers it probable that the conditions will be met.
Amendment of the terms of a loan is accounted for as an extinguishment of the original loan and
recognition of a new liability reflecting the amended terms if the amended terms are substantially
different from the original terms. Both quantitative and qualitive factors are considered. If the present
value of the amended cash flows discounted at the original effective interest rate differs by 10% or
more, the amendment is treated as an extinguishment. If the presented value of the amended cash
flows differs by less than 10%, Management evaluates qualitative factors such as:
• Change in collateral and restrictions of the use of proceeds
• Significant change in the term of the loan
• Change in loan currency and interest base
All fees incurred in connection with a modification of the terms accounted for as an extinguishment are
recognised as an expense.
Zealand Pharma ∞ Annual Report 2022 76
Notes to the Consolidated financial statements
DKK thousand 2022 2021
Borrowings at amortised cost 320,743 647,906
Embedded derivates at fair value 80,603 0
Total borrowings including embedded derivatives 401,346 647,906
On December 31, 2021, Zealand entered into a USD 100 million loan agreement with Oberland.
Following a change in the strategy announced on 30 March 2022, the conditions for release of the
included liquidity covenant being trailing 6 months cumulative revenue of at least USD 50 million was
considered unlikely to be met. Therefore, Zealand was as of this point in time effectively restricted from
obtaining access to the funds, and Zealand's prepayment option, whose fair value was assessed to be
immaterial upon issue of the loan, was considered to have a significant postive value as Zealand effec-
tively would not gain access to the cash. The positive fair value was determined as the present value of
future cash flows under the contract, compared with the cost of prepayng the loan. The basis for meas-
uring fair value was determined to be an entity (market participant) which was expected not to meet
the liquidity covenant and which needed the funds. Fair value was determined to amount to DKK 142.1
million based on the following assumptions:
Assumption Value assigned to assumption
Cash flow loan
US LIBOR rate (annual forward rates) + 6% + “catch up”
payment to arrive at an IRR of 9.75%
Deposit income US LIBOR rate (annual forward rates)
Discount rate 11%
Fair value was determined mainly based on unobservable data (level 3). Please refer to the movement
table presented on the following pages.
Following the first amendment 50% of Zealand's prepayment option was utilized (DKK 71.0 million was
recognized under loss on settlement of borrowings). As a part of the amendment, all revenue-related
liquidity covernants were lifted and Zealand gained assess to the cash. The premium on repayment of
the loan within the first four years of the agreement was also increased. As a result it is management's
assessment the value of Zealand's prepayment option as of December 31, 2022 is immaterial.
. Borrowings (continued)
During the financial year, the loan agreement with Oberland have been amended twice.
Oberland amendment no. I
On May 10, 2022, Zealand entered into an agreement to amend certain terms of the Oberland loan. The
amendments were as follows:
• Prepayment of 50% of the USD 100 million principal which including a prepayment premium of 20%
amounts to USD 60 million
• Removal of the liquidity covenant meaning that Zealand has no limitations in respect of utilizing the
cash held by the Group
• Lender option renegotiated to include aditional assets
• Increase in premium which Zealand is required to pay in case of repayment within the first four years
of the agreement (refer to repayment amount section below)
• Potential for a further $75 million incremental capital following specific events
Management considers the amendments to comprise terms which are substantially different from the
term applicable prior to the amendment. Consequently, the modification has been accounted for as
an extinguishment of the loan subject to the original terms and recognition of a new liability. Under
the amended terms, Management estimates that fair value of the Zealand prepayment option for the
remaining outstanding amount is insignificant due to the fact that release from the liquidity covenant a
market participant would not benefit from prepaying the loan due to the fact that the funds are available
for use for a market participant. For the prepaid notional amount of USD 50 million, DKK 131.4 million
was recognised as loss on settlement of borrowings under financial expenses. The amount comprises
utilization of the prepayment option (DKK 71.0 million) and premium on settlement of debts (DKK 60.4
million). The cash outflow from debts of DKK 436.1 million comprises the premium on settlement of
debts (DKK 56.7 million), repayment of USD 51.7 million (DKK 365.4 million) and a prepayment of USD
2.0 million (DKK 14.0 million) which will be offset against future repayments.
Fair value of the amended loan (USD 50 million) was measured at DKK 367.1 million of which the fair
value of the lender call option accounted for DKK 18.0 million. A loss of DKK 14.6 was recognized as a
consequence of the derecognition. As discussed below under the section “Fair value measurement”, the
lender call option is assessed to have a significant fair value as of the modification date and has been
separated from the debt host contract.
Zealand Pharma ∞ Annual Report 2022 77
Notes to the Consolidated financial statements
4.6 Borrowings (continued)
Oberland amendment no. II
On 20 September 2022, the Company entered into the Second Amendment to the Note Purchase
Agreement to address certain non-financial events of default by Zealand, which Oberland Capital
waived pursuant to the amendment. The Second Amendment introduced two conditions for the release
of the USD 50 million held in a Zealand Pharma A/S account that is controlled by Oberland Capital,
one of which was satisfied. Upon satisfaction of the second condition, which relates to the fulfillment
of certain post-closing obligations, Zealand may transfer funds from such account in increments of
USD 10 million for purposes of operating Zealand’s business in the ordinary course upon prior notice to
Oberland Capital. There are currently no other outstanding events of default under the Note Purchase
Agreement.
Fair value of the amended loan (USD 50 million) was assessed to be DKK 398.8 million of which the fair
value of the lender call option accounted for DKK 45.0 million. A gain of DKK 23.5 was recognized as
a consequence of the derecognition. Please refer to the section “Fair value measurement” for further
information about the measurment of the option.
Loan terms following amendment 2
Loan amount, tranche 1: USD 50 million
Maturity date: December 30, 2028
Repayment profile: Repayment at maturity:
Base Interest: 3 months US Libor with a floor of 0.25%
Credit spread: 6% p.a., fixed over the term of the contract
Revenue participation payments: Draw down on tranche 1: 1.33% of consolidated revenue per
financial year, not exceeding 75 MUSD.
Lender call option to require repayment
of the debt:
Change of control event
Sale of assets or licenses – proceeds from sale to be used to
repay the loan, however, no more than up to 75% of the net
proceeds.
Zealand option to prepay the debt: Throughout the term of the loan
Repayment amount:
Until January 1, 2027: An amount equal to the greater of 150.0% of the principal
amount of the Notes issued and the amount (greater than zero)
that would generate an internal rate of return to the lender equal
to 12.0% on the aggregate purchase price paid for such Notes,
calculated from the First Purchase Date to the fifth anniversary
of the First Purchase Date.
In any case less any interests and revenue participation amounts
already paid.
From January 1, 2027 until maturity: An amount equal to the greater of 150.0% of the principal
amount of the Notes issued and the amount (greater than zero)
that would generate an internal rate of return to the lender equal
to 11.0% on the aggregate purchase price paid for such Notes,
calculated from the First Purchase Date to the date of repay-
ment.
In any case less any interests and revenue participation amounts
already paid.
At maturity: At the principal amount or if investor IRR is lower than 9.75% p.a.
including interest payments, revenue participation payments
and lender-required repayments, an additional amount
Designated deposit account
The outstanding principal of USD 50 million must be held in an Designated Deposit Account until the
following conditions have been met:
• Zealand has achieved the Qualified Glepaglutide Endpoint, and
• All counterparties in Material Product agreements have delivered consents
A Designated Deposit Account is an account subject to a so-called control agreement, i.e. an agree-
ment under which a bank account in the name of Zealand Pharma is controlled by the lender. The funds
can be released in increments of USD 10 million for purposes of operating Zealand’s business in the
ordinary course upon prior notice to Oberland Capital.
Zealand Pharma ∞ Annual Report 2022 78
Notes to the Consolidated financial statements
4.6 Borrowings (continued)
Accounting Assessment
Management has assessed the contract for non closely related embedded derivatives and has
concluded that the prepayment option and the lender call option are not closely related to the debt
host contract due to the fact that the repayment amount could differ with more than an insignificant
amount from the debts amortised cost.
The revenue based payments are not separated from the debt host contract but are initially consid-
ered part of the expected cash flows and included in determining the effective interest rate. The loan is
remeasured upon a reassessment of the expected revenue-based payment. The loan is remeasured to
the present value of the revised payments, discounted at the original effective rate, adjusted for subse-
quent changes in the 3 Month Libor rate.
Management's judgements and estimates
Fair value measurement of lender's call option
Following Zealand's change in strategy to actively seek partnerships and the renegotiation of the lender
call option to include more assets with the amendment made on 10 May 2022, the likelihood of an
event triggering repayment was significantly increased. Fair value of the lender call option was deter-
mined as the difference between the present value of the probability weighted contractual cash flow
upon the occurrence of a call option trigger event and the present value of the contractual cash flows
without a call option trigger event occurring, discounted at the expected internal rate of return of 14.3%.
It is assumed that any call option trigger event will result in full repayment of the loan. Fair value as of
31 December 2022 was determined using the same method, based on revised probabilities and market
rates for comparable investments as of 31 December 2022. In line with the announced company goals
for 2023 to engage in strategic partnerships, the likelyhood of a lender call option trigger event within
the next two years is assessed as realistic. Fair value of the option amounted to DKK 18.0 million as of
10 May, 2022 and DKK 80.6 million as of 31 December 2022. The fair value change, DKK 62.6 million, is
included in financial items.
Fair value measurement is to a significant extent based on unobservable input (level 3) being the like-
lihood and timing of a call option trigger event. A decrease in likelihood of a trigger event occurring
and occurrence at a later point in time than anticipated will decrease the negative value. Further, the
discount rate will impact the valuation. An increase in the discount rate will increase the negative value
and vice versa. The below table summarizes the effect of reasonably possible changes in the assump-
tion applied. Finally an increase in the USD 3m Libor will decrease the negative value of the option, as
it will increase the contractual cash flow of the contract without a trigger event occuring. A decrease in
USD 3m Libor will have the opposite effect.
Change in variable Change in fair value
Trigger event 3 months later Decrease in negative value of DKK 11.2 million
Discount rate + 1% Increase in negative value of DKK 7.2 million
Discount rate – 1% Decrease in negative value of DKK 7.8 million
USD 3m Libor + 1% Decrease in negative value of DKK 12.1 million
USD 3m Libor - 1% Increase in negative value of DKK 12.1 million
The Group has up until now not held complex financial instruments measured at fair value and has only
recently implemented processes for determining fair value of such instruments. Third party valuation
specialists have been engaged to assist in determining the fair value of both the Zealand prepayment
option and the lender call option as of 10 May, 20 September and 31 December 2022.
Fair value of the loan agreement including embedded derivatives as of 31 December 2022 is assessed
to be equal to its carrying amount of DKK 401 million (31 December 2021: DKK 656 million). The assess-
ment is based on comparison of the effective yield of quoted bonds for CCC rated entities as of 31
December 2022. Valuation is based mainly on unobservable data (level 3).
Fair value measurement of Zealand's prepayment option
Following the first amendment of the Oberland loan all revenue-related liquidity covenants were lifted
and Zealand gained assess to the cash. The premium on repayment of the loan within the first four
years of the agreement was also increased. As a result it is management's assessment the the value of
Zealand's prepayment option as of December 31, 2022 is immaterial.
Collateral provided
The Group has provided floating charge collateral covering with all assets in the company which can be
collateralized, including shares in subsidiaries, as collateral for the debt to Oberland.
Zealand Pharma ∞ Annual Report 2022 79
Notes to the Consolidated financial statements
4.6 Borrowings (continued)
Changes arising from Oberland loan agreement - including changes for level 3 embedded derivatives
Cash changes Non-cash changes
Carrying
value as at
December
31, 2021
Repayment
of debt,
including
premium
Payment of
interests
Loss on
settlement
Loss on debt
recognition -
amendment I
Bifurcation
of embedded
derivatives
Gain on debt
recognition -
amendment II
Fair value
adjustments Amortization
Interests
accrued
Currency
adjustments
Carrying
value as at
December
31, 2022
Borrowings as amortized costs 647,906 -422,085 0 60,387 22,381 -18,017 -18,581 0 1,337 0 47,829 320,743
Embedded derivatives at fair value
- Zealand prepayment option
0 0 0 71,050 0 0 0 -71,050 0 0 0 0
Embedded derivatives at fair value
- Lender call option
0 0 0 0 0 18,017 0 62,613 0 0 -27 80,603
Other receivables 0 -14,003 -32,651 0 -7,764 0 -4,890 0 0 54,052 -2,928 -8,184
Total impact from
Oberland loan agreement 647,906 -436,088 -32,651 131,437 14,617 0 -23,471 -8,437 1,337 54,052 44,460 393,162
Zealand Pharma ∞ Annual Report 2022 80
Notes to the Consolidated financial statements
4.7 Financial items
Accounting policies
Financial items include interests, as well as foreign exchange rate adjustments, fair value adjustments
of other investments, embedded derivatives and marketable securities and dividends from marketable
securities.
DKK thousand 2022 2021 2020
Interest income 6,542 44 895
Interest expenses and banking fees -56,455 -4,091 -2,895
Fair value adjustments of embedded derivatives - Zealand
prepayment option 71,050 0 0
Loss on settlement of borrowings -131,437 0 0
Loss on debt recognition - amendment I -14,617 0 0
Gain on debt recognition - amendment II 23,471
Fair value adjustments of embedded derivatives - lender call
option -62,613 0 0
Fair value adjustments of marketable securities -1,699 1,852 -2,103
Fair value adjustments of other investments 4,036 -5,426 936
Exchange rate adjustments (primarily on USD deposits) 25,602 36,524 -39,487
Amortization of loan costs -1,337 0 0
Other financial items 2,569 -3,473 -4,620
Financial items in total -134,888 25,430 -47,274
Presentation in financial statement:
Financial income 133,270 41,211 1,831
Financial expense -268,158 -15,781 -49,105
Interst expeses and banking fees have increased due to the loan agreement with Oberland as described in
note 4.6.
Fair value adjustments of Zealand's prepayment option relate to the prepayment option included in the
loan agreement with Oberland. Please refer to note 4.6 for further information.
Loss on settlement of borrowings relates to the utilization of the prepayment option from the loan agree-
ment with Oberland and comprise the partial utilization of the prepayment option, the premium paid and
the capitalized loan costs which have been fully expensed. Reference is made to note 4.6 for further infor-
mation.
Gain on debt modifications comprise the accounting impact of the two amendments to the Oberland
agreement as described in note 4.6.
Fair value adjustment of lender call option relates to the value adjustments of Oberland's option to call for
repayment of the loan under certain conditions. For further information please refer to note 4.6.
Zealand Pharma ∞ Annual Report 2022 81
Notes to the Consolidated financial statements
4.8 Share capital
Accounting policies
The total amount paid to acquire treasury shares including directly attributable costs and the proceeds
from the sale of treasury shares are recognized in retained earnings. Expenses directly related to capital
increases are recognized in equity.
DKK thousand 2022 2021
January 1 43,634 39,800
Shares issued for cash 7,867 3,834
Exercise of warrants 201 0
December 31 51,702 43,634
The share capital solely consists of one class of ordinary shares all issued of DKK 1 each and all shares
rank equally. The shares are negotiable instruments with no restrictions on their transferability. All
shares have been fully paid. At the annual general meeting on April 2, 2020 Zealand was authorized to
increase the nominal share capital by nominally DKK 9,013,665 during the period until April 2, 2025. At
December 31, 2022 nominally DKK 1,630,000 of the authorization remains. The company have a unused
authorizaion to issue convertible debt instruments with access to conversion to shares in the Company of
up to a total of nominally DKK 10,850,136.This authorization covers the period until 15 April 2026.
On June 1, 2022 Zealand announced a directed issue and private placement of a total of 2,892,368 new
shares at a subscription price of DKK 95 per share. On October 4, 2022, The Group announced that a
directed issue and private placement of 4,975,000 new shares had been completed at a subscription
price of DKK 158 per share.
During 2022, a total of 200,588 new shares have been issued due to exercise of warrant programs with
a net proceeds of DKK 23.8 million corresponding to an average exercise price of DKK 118.8.
Treasury shares
At December 31, 2022, there were 230,063 treasury shares (2021: 418,247), equivalent to 0.4% (2021:
1.0%) of the share capital. The treasury shares are allocated to performance share units (PSUs) and
restricted stock units (RSUs).
Rules on changing the Articles of Association
All resolutions put to the vote of shareholders at general meetings are subject to adoption by a simple
majority of votes, unless the Danish Companies Act 'Selskabsloven' or our Articles of Association
prescribe other requirements.
4.9 Share-based instruments
In order to motivate and retain key employees, management and board of directors and to encourage
the achievement of common goals for employees, management and shareholders, the Group has
established incentive plans based on Restricted stock units (RSUs), Performance stock units (PSUs) and
warrants.
RSUs grants the beneficiary the right to receive one of the company's already issued shares upon
vesting. There are no vesting conditions except time.
PSUs also grant the beneficiary the right to receive one already exsisting share upon vesting. Vesting
conditions for PSUs contains both a time and a performance element.
Warrants grants the beneficiary the option to purchase a new share at a fixed price upon vesting. The
only vesting condition is time.
PSU programs
The number of performance share units granted in 2022 consists of 266,223 granted on May 25 and
20,590 granted on Dec 2. The value is determined based on the Company's share price on Nasdaq
Copenhagen A/S on the day of the grant.
The programs granted in 2022 are initially valued at DKK 28.3 million (2021: DKK 51.7 million). The PSU's
vest linear or gradually over 3 years.
Movement table of PSU granted shares below:
No of PSUs 2022 2021 2020
Number of share units
At January 1 271,761 19,765 19,765
Adjustments due to performance targets 35,948 0 0
Granted during the year 286,813 282,852 0
Vested during the year -71,780 0 0
Forfeited during the year -164,941 -30,856 0
At December 31 357,801 271,761 19,765
Zealand Pharma ∞ Annual Report 2022 82
Notes to the Consolidated financial statements
RSU programs
The number of restricted share units granted in 2022 consists of 8,511 granted on February 22, 40,500
granted on April 20, and 99,420 granted on May 25. The value is determined based on the Company's
share price on Nasdaq Copenhagen A/S on the day of the grant.
The RSUs granted in 2022 are initially valued at DKK 13.6 million (2021: DKK 92.2 million). The RSU's vest
linear or gradually over 3 years.
Movement table of RSU granted shares below:
No of RSUs 2022 2021 2020
Number of share units
At January 1 460.089 27,466 0
Granted during the year 148,431 507,461 27,466
Vested during the year -116,563 -163 0
Forfeited during the year -208,685 -74,675 0
At December 31 283,272 460,089 27,466
4.9 Share-based instruments (continued)
Warrant programs
Incentive programs with outstanding warrants and the end of 2022 and 2021, respectively, have been
offered under different warrant programs. The number of warrants granted in 2022 consists of 863,156
granted on May 25, 19,796 granted on September 13 and 14,038 granted on December 2.
The warrants granted in 2022 are initially valued at DKK 38.9 million (2021: DKK 0.0 million). The
warrants vest linearly or gradually over 3 years.
The employee incentive programs of
Warrant programs existing during the period 2022 2020 2015
Maximum years of options granted 5 and 10
years
5 and 10
years 5 years
Method of settlement equity-
settled
equity-
settled
equity-
settled
2022
Warrants outstanding at the beginning of the period 0 510,522 966,672
Granted during the period 896,990 0 0
Forfeited during the period -76,158 -134,051 -20,093
Exercised during the period 0 0 -200,588
Expired during the period 0 -95,281 -298,583
Number of warrants outstanding at the end of the period 820,832 281,190 447,408
Exercisable at the end of the period 0 17,750 447,408
Warrants outstanding at the end of the period
Range of exercise prices 90.7-203 216.8-224.4 90-220
Weighted-average remaining contractual life 7.9 7.3 0.9
Number held by Executive Management 136,815 23,325 107,961
The Board of Directors have not been granted warrants.
Zealand Pharma ∞ Annual Report 2022 83
Notes to the Consolidated financial statements
4.9 Share-based instruments (continued)
The employee incentive
programs of
Warrant programs existing during the period 2020 2015
Maximum years of options granted 10 years 5 years
Method of settlement equity-
settled
equity-
settled
2021
Warrants outstanding at the beginning of the period 672,258 1,299,879
Granted during the period 0 0
Forfeited during the period -137,403 -44,917
Exercised during the period 0 -233,595
Expired during the period -24,333 -54,695
Number of warrants outstanding at the end of the period 510,522 966,672
Exercisable at the end of the period 67,346 483,323
Warrants outstanding at the end of the period
Range of exercise prices 216.8-224.4 90-220
Weighted-average remaining contractual life 8.3 1.7
Number held by Executive Management 86,238 267,171
Warrants exercised during the period 2022 2021
Weighted-average share price at the date of exercise 189.0 186.1
Weighted-average exercise price for warrants expired during the period 158.1 142.5
Weighted-average exercise price for warrants forfeited during the period 175.2 206.2
Weighted-average exercise price for warrants outstanding at period end 124.7 159.6
Zealand Pharma ∞ Annual Report 2022 84
5 Tax
Notes to the Consolidated financial statements
5.1 Corporate tax
Accounting policies
Income tax on results for the year, which comprises current tax and changes in deferred tax, is recog-
nized in the income statement, except to the extent that the tax is attributable to items which directly
relate to shareholders' equity or other comprehensive income.
Current tax liabilities and current tax receivables are measure at the amounts expected to be paid to or
recovered from the tax authorities.
Deferred tax is accounted for under the liability method which requires recognition of deferred tax on
all temporary differences between the carrying amount of assets and liabilities and the tax base of such
assets and liabilities. This includes the tax value of tax loses carried forward.
Deferred tax is calculated in accordance with the tax regulations in the local countries and the tax rates
expected to be in force at the time the deferred tax is utilized. Changes in deferred tax as a result of
changes in tax rates are recognized in the income statement.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be
available against which the differences can be utilized.
Management's judgements and estimates
Zealand recognizes deferred tax assets, including the tax base of tax loss carryforwards, if management
assesses that these tax assets can be offset against positive taxable income within a foreseeable future.
This judgment is made on an ongoing basis and is based on numerous factors, including actual results,
budgets and business plans for the coming years.
The creation and development of therapeutic products within the biotechnology and pharmaceutical
industry is subject to considerable risks and uncertainties. Zealand's future taxable income will be driven
by future events that are highly susceptible to factors outside of the groups control including outcomes
of clinical trials, regulatory approvals and other matters.
Due to the uncertainties described, Management has concluded no deferred tax assets should be
recognized at December 31, 2022 (none recognized in 2021 or 2020), except for the US entity, which is
expected to have profitable taxable income due to the groups transfer pricing setup.
5
Tax
5.1 Corporate tax 85
Zealand Pharma ∞ Annual Report 2022 85
Notes to the Consolidated financial statements
5.1 Corporate tax (continued)
DKK thousand 2022 2021 2020
Net result for the year before tax -1,195,491 -1,026,940 -839,653
Corporate tax rate in Denmark 22.0% 22.0% 22.0%
Expected tax benefit -263,008 -225,927 -184,724
Adjustment for foreign tax rates -806 461 769
Adjustment for non-deductible expenses 1,052 888 -1,927
Adjustment for non-taxable income -468 0 6,844
Adjustment for warrants 5,935 11,573 -2,387
Adjustment for R&D extra deduction -20,960 -14,379 8,811
Adjustment to prior year 800 -12,602 -931
Change in tax assets (not recognized) 283,493 231,195 180,621
Total income tax expense/(benefit) 6,644 -8,790 7,076
- hereoff related to discontinued operations -13,075 -4,842 -11,890
Total income tax expense/(benefit) from
continuing operations -6,431 -3,949 -4,814
.
DKK thousand 2022 2021 2020
Specification of deferred tax assets:
Tax losses carried forward (available indefinitely) 3,312,022 2,231,049 1,281,505
Research and development expenses 956,816 842,775 732,389
Intangible assets 107,231 51,154 40,373
Non-current assets 105,323 89,414 66,419
Liabilities 77,168 126,174 188,787
Other 103,278 55,075 58,483
Total temporary differences 4,661,838 3,395,641 2,367,956
Calculated potential deferred tax asset at local tax rate 1,026,257 749,198 514,239
Deferred tax asset not expected to be utilized -1,024,240 -735,673 -505,869
Recognized deferred tax asset 2,017 13,525 8,370
Under Danish tax legislation, Zealand is eligible to receive DKK 5.5 million in 2022 (DKK 5.5 million in
2021 and 2020) in tax return based on qualifying research and development expenses.
Unrecognized deferred tax assets relate to tax jurisdictions in Denmark and US.
Zealand Pharma ∞ Annual Report 2022 86
6 Other disclosures
Notes to the Consolidated financial statements
6
Other
disclosures
6.1 Remuneration of the Board of Directors
and Executive Management 88
6.2 Business overview 90
6.3 Fees to auditors appointed at
the annual general meeting 90
6.4 Contingent assets and liabilities 90
6.5 Commitments 90
6.6 Related parties 90
6.7 Cash flow adjustments 91
6.8 Collaborations and technology licenses 91
6.9 Subsequent events 93
Zealand Pharma ∞ Annual Report 2022 87
Notes to the Consolidated financial statements
6.1 Remuneration of the Board of Directors and Executive Management
2022 2021 2020
DKK thousand
Base
board fees
Share-based
compensation
Total
fees
Base
board fees
Share-based
compensation
Total
fees
Base
board fees
Committee
fees
Total
fees
Remuneration to the Board of Directors
Martin Nicklasson 100 968 1,068 100 1,181 1,281 750 100 850
Kirsten Drejer 100 484 584 100 590 690 500 0 500
Alain Munoz 100 545 645 100 664 764 400 50 450
Michael Owen 100 545 645 100 664 764 400 50 450
Bernadette Mary Connaughton 100 484 584 100 590 690 400 33 433
Jeffrey Berkowitz 100 484 584 100 590 690 400 50 450
Leonard Kruimer 100 666 766 100 812 912 400 150 550
Jens Peter Stenvang
1
100 182 282 100 221 321 400 0 400
Gertrud Koefoed Rasmussen
1,2
0 0 0 67 0 67 267 0 267
Frederik Barfoed Beck
1
100 182 282 100 221 321 267 0 267
Iben Louise Gjelstrup¹ 100 182 282 100 221 321 267 0 267
Hanne Heidenheim Bak
1,2
0 0 0 0 0 0 133 0 133
Anneline Nansen
1,3
100 96 196 33 0 33 0 0 0
Total 1,100 4,818 5,918 1,100 5,754 6,854 4,584 433 5,017
1
Employee-elected board members; the table only includes remuneration for board work.
2
Hanne Heidenheim Bak resigned from the board in 2020 and Gertrud Koefod Rasmussen resigned from the Board in 2021.
3
Anneline Nansen joined the Board in 2021.
The disclosed remuneration for board members excludes minor mandatory social security costs paid by the company.
It also excludes reimbursed expenses incurred in connection with board meetings, such as travel and accommodation.
Zealand Pharma ∞ Annual Report 2022 88
Notes to the Consolidated financial statements
6.1 Remuneration of the Board of Directors and Executive Management (continued)
DKK thousand
Base
salary Bonus
Pension
contribution
Other
short term
benefits
Share-based
compensation
Severance
payments Total
2022
Remuneration to the Executive Management
Adam Sinding Steensberg
1
4,162 2,366 832 725 11,061 0 19,146
Henriette Wennicke
2
420 168 84 41 225 0 938
Emmanuel Dulac
3
2,626 1,575 525 122 -3,265 6,564 8,147
Matthew Donald Dallas
4
2,248 860 46 234 -581 3,194 6,001
Total 9,456 4,969 1,487 1,122 7,440 9,758 34,232
Total Other Corporate Management⁵ 9,826 4,204 1,009 879 10,986 3,033 29,938
Total 19,282 9,173 2,496 2,001 18,426 12,791 64,170
2021
Remuneration to the Executive Management
Adam Sinding Steensberg
1
3,056 1,193 611 286 4,829 0 9,975
Emmanuel Dulac
3
5,099 3,059 1,020 243 12,182 0 21,603
Matthew Donald Dallas
4
2,878 1,182 37 48 4,086 0 8,232
Total 11,033 5,434 1,668 577 21,097 0 39,809
Total Other Corporate Management⁵ 9,022 3,429 497 564 8,319 2,772 24,603
Total 20,055 8,863 2,165 1,141 29,416 2,772 64,412
2020
Remuneration to the Executive Management
Adam Sinding Steensberg
1
2,967 1,266 593 282 2,281 0 7,389
Emmanuel Dulac
3
4,950 3,267 990 699 2,534 0 12,440
Matthew Donald Dallas
4
2,721 1,191 36 15 1,707 0 5,670
Total 10,638 5,724 1,619 996 6,522 0 25,499
Total other Corporate Management⁵ 6,386 2,739 313 286 3,423 0 13,147
Total 17,024 8,463 1,932 1,282 9,945 0 38,646
1 Former EVP, R&D and CMO
Adam Sinding Steensberg
was appointed CEO at March
30, 2022.
2 Henriette Wennicke was
appointed as CFO at
November 1, 2022.
3 Former CEO Emmanuel
Dulac resigned from
Zealand at March 30, 2022.
4 Former CFO Matthew
Donald Dallas resigned from
Zealand at August 31, 2022.
5 Other Corporate Manage-
ment in 2022 comprised
four members (2021: three
and 2020: three.)
Zealand Pharma ∞ Annual Report 2022 89
Notes to the Consolidated financial statements
6.2 Business overview
Zealand Pharma A/S (Nasdaq: ZEAL) ("Zealand", the “Company”, the “Group”, “Zealand” and “we”) is a
biotechnology company focused on the discovery and development of innovative peptide-based medi-
cines. The Groups' domicile is in Copenhagen, Denmark.
DKK thousand Domicile
Owner-
ship
Voting
rights
Zealand Pharma A/S (ultimate parent) direct and indirect subsidiaries
ZP Holding SPV K/S Denmark 100% 100%
ZP General Partner 1 ApS Denmark 100% 100%
Zealand Pharma US Inc. United States 100% 100%
ZP SPV 3 K/S Denmark 100% 100%
ZP General Partner 3 ApS Denmark 100% 100%
ZP SPV 1 K/S Denmark 100% 100%
ZP General Partner 2 ApS Denmark 100% 100%
Zealand Pharma California US, LLC. United States 100% 100%
6.3 Fees to auditors appointed at the annual general meeting
DKK thousand 2022 2021 2020
Audit 7,862 7,053 5,941
Audit-related services and other assurance engagements 1,760 1,265 1,002
Other 389 282 0
Total fees 10,011 8,600 6,943
The fee for audit-related services and other assurance engagements and other services provided to the
Group by EY Godkendt Revisionspartnerselskab in 2022, 2021 and 2020 consisted of Audit of Annual
Report, Audit of 20-F SEC filing, including SOX 404b attestation procedures, quarterly reviews, other
auditor’s reports on various statements for public authorities, and other accounting advisory services.
6.4 Contingent assets and liabilities
Contingent Assets and liabilities
Zealand is entitled to potential milestone payments and royalties on successful commercialization of
products developed under license and collaboration agreements with partners. Since the size and
timing of such payments are uncertain until the milestones are reached or sales are generated, the
agreements may qualify as contingent assets. However, it is impossible to measure the value of contin-
gent assets, and as such, no assets have been recognized.
As part of the license and collaboration agreements that Zealand has entered into, once a product is
developed and commercialized, Zealand may be required to make milestone and royalty payments. It
is not possible to measure the value of such future payments, but Zealand expects to generate future
income from such products which will exceed any milestone and royalty payments due, and as such, no
liabilities have been recognized.
Reference is made to note 6.8 for descriptions of Zealands collaboration and license agreements.
6.5 Commitments
Guarantees and Collaterals
The Group has provided floating charge collateral covering with all assets in the company which can be
collateralized, including shares in subsidiaries, as collateral for the debt to Oberland.
Other Purchase Obligations
At December 31, 2022, total contractual obligations related to agreements for development projects,
including CROs, amounted to DKK 220.5 million (DKK 140.7 million for 2023 and DKK 79.8 million for
the years 2024 up to and including 2026).
6.6 Related parties
Zealand has no related parties with controlling interest.
Zealand’s other related parties comprise the Company’s Board of Directors and Corporate Manage-
ment. Other than the remuneration and other transactions relating to the Board of Directors and Exec-
utive Management described in note 6.1. There were no other material related party transactions during
2022, 2021 and 2020.
Zealand Pharma ∞ Annual Report 2022 90
Notes to the Consolidated financial statements
6.7 Cash flow adjustments
DKK thousand 2022 2021 2020
Depreciation, amortization and impairment 117,961 42,946 42,692
Deferred revenue -67,584 -30,185 -42,881
Bargain purchase 0 0 -36,395
Share-based compensation expenses 52,576 53,504 30,485
Income tax 9,893 -1,190 9,865
Financial income -37,780 -1,896 -1,127
Financial expenses 174,927 16,674 3,511
Fair value adjustments -3,590 6,520 0
Exchange rate adjustments 23,219 -68,943 57,712
Total adjustments 269,622 17,430 63,862
DKK thousand 2022 2021 2020
(Increase)/decrease in receivables 18,221 -64,494 -7,716
(Increase)/decrease in Inventory 50,691 -52,772 -14,404
Increase/(decrease) in payables and other liabilities -58,649 -49,059 119,938
Change in working capital 10,263 -166,325 97,818
6.8 Collaborations and technology licenses
Collaboration and license agreements
Zealand enters into collaborations with biotechnology and pharmaceutical companies to advance the
development and commercialization of our product candidates and to supplement our internal pipeline.
Zealand seeks collaborations that will allow Zealand to retain significant future participation in product
sales through either profit-sharing or royalties paid on net sales. Below is an overview of Zealand's
collaboration and license agreements that have had a significant impact or are expected in the near
term to have a significant impact on financial results.
With reference to note 6.4, each agreement is marked with CA (contingent asset) and CL (contingent
liability) if applicable.
Alexion (Inflammation) (CA)
In March 2019, Zealand entered into a license, research and development agreement with Alexion to
develop novel therapies to treat complement-mediated diseases.
The collaboration with Alexion includes a lead program targeting the Complement pathway and the
potential to work on the identification of peptide inhibitors to up to three additional components of the
complement cascade. Zealand will lead the joint discovery and research efforts through the preclinical
stage, and Alexion will lead development efforts beginning with IND filing and Phase 1 studies. The
agreement provides Alexion with exclusive worldwide licenses and commercial rights to the peptide
therapies developed in the collaboration.
Under the Alexion license, research and development agreement, Zealand received an upfront non-re-
fundable payment of USD 25.0 million for the complement inhibitor program and a concurrent USD
15.0 million equity investment in Zealand at a premium to the market price. The agreement also
provides the potential for development-related milestones of up to USD 115.0 million, as well as up to
USD 495.0 million in sales-based milestones and high single- to low double-digit royalty payments.
Zealand is eligible to receive further non-refundable upfront payments of USD 15.0 million each for up
to three additional targets, as well as development/regulatory and sales milestones plus royalties at a
reduced rate to the lead target.
Zealand receives compensation on a time and material basis for certain research and development
services delivered under the contract.
Zealand Pharma ∞ Annual Report 2022 91
Notes to the Consolidated financial statements
Beta Bionics (Dasiglucagon for bi-hormonal artificial pancreas systems)
Dasiglucagon is in clinical development for use in investigational bi-hormonal artificial pancreas (BHAP)
systems containing both insulin and dasiglucagon.
In 2016, Zealand entered into collaboration with Beta Bionics, Inc., a medical technology company
leveraging lifelong, machine-learning, artificial intelligence to develop and commercialize the world’s
first autonomous bionic pancreas. The partnership aims to combine product rights from each party
to advance a new dual-hormonal artificial pancreas system. Such a system has the potential to offer
people with diabetes on insulin therapy more efficacious, safer and easier blood sugar control for better
long-term disease management and outcomes.
As a part of the collaboration Zealand has made an investment in Beta Bionics. Reference is made to
note 3.4 for further information.
Boehringer Ingelheim (Obesity/BI 456906) (CA)
In June 2011, Zealand entered into a license, research and development collaboration agreement with
Boehringer Ingelheim International GmbH (BI) to advance novel dual acting glucagon/GLP-1 peptide
receptor agonists for the treatment of patients with type 2 diabetes and obesity. As part of the agreement,
BI obtained global development and commercialization rights to the lead drug candidate, BI 456906. BI
funds all research, development and commercialization activities under the agreement.
As of December 31, 2022 Zealand is eligible to receive license and milestone payments of up to EUR 345.0
million, related to the achievement of pre-specified development, regulatory and commercial milestones
for the lead product. Zealand is also eligible to receive tiered royalties ranging from high single-digit to low
double-digit percentages on global sales by BI of all products stemming from this collaboration. In addi-
tion, Zealand retains co-promotion rights in Scandinavia.
DEKA Research & Development Corp. (CHI/dasiglucacon) (CL)
In November 2021 Zealand announced a collaboration agreement with DEKA to develop a continuous
infusion pump, for which Zealand receives a worldwide, exclusive license, to be used in combination
with dasiglucagon for treatment of CHI.
DEKA is responsible for pump development and pump manufacturing activities. Zealand is responsible
for clinical development around the drug-device combination and commercialization in all territories.
As consideration for a global license to use the infusion pump for treatment of CHI, DEKA is eligible to
receive a low to high single digit royalty rate of the global net sales of the combination product.
6.8 Collaborations and technology licenses (continued)
Encycle Therapeutics (CL)
In October 2019, Zealand announced the acquisition of Encycle Therapeutics to obtain a pre-clin-
ical asset that complements Zealand’s focus on developing next-generation peptide therapeutics for
gastrointestinal diseases. The asset is being developed as an orally delivered peptide drug to target inte-
grin alpha-4-beta-7, which is involved in the pathogenesis of inflammatory bowel disease (IBD).
As compensation for the acquisition, the former owners of Encycle are eligible for up to USD 80.0
million in development and sales-based milestones as well as a potential mid-single digit royalty on
global net sales.
MannKind Corporation (V-Go) (CA)
In May 2022, Zealand announced Asset Purchase Agreement with MannKind Corporation to sell the
V-Go Insulin Delivery Device. V-Go is a once-daily, wearable, insulin delivery device that helps provide
blood sugar control for everyday lifestyles. Designed to be patient-friendly, V-Go is worn like a patch
and eliminates the need for taking multiple daily shots.
Under the agreement Zealand is eligible to receive up to USD 10.0 million in sales-based milestones.
The milestones is recognized as other financial assets cf. note 3.7.
Novo Nordisk (ZEGALOGUE/dasiglucagon (CA)
In September 2022, Zealand announced a global license and development agreement with Novo
Nordisk to commercialize ZEGALOGUE (dasiglucagon) for injection. ZEGALOGUE is approved by the
U.S. Food and Drug Administration (FDA) for the treatment of severe hypoglycemia in pediatric and
adult patients with diabetes aged 6 and above. Under the agreement Novo Nodisk is responsible for the
global commercialization of ZEGALOGUE while Zealand is responsible for certain planned regulatory,
development and manufacturing activities to support further development and approval outside of the
U.S. for which Zealand is eligible to receive a mix of development milestones, as well as time and mate-
rial compensation.
Zealand retained all non-licensed intellectual property rights to the company’s other dasiglucagon
development programs.
Zealand received an upfront payment of DKK 25.0 million and is eligible for up to DKK 45.0 million in
development milestones and DKK 220.0 million in sales-based milestones as well as tiered royalties
ranging from high single-digit to low double-digit percentages on worldwide net sales by Novo Nordisk.
Zealand is also eligible for compensation on a time and material basis for certain product supply,
research and development services delivered under the contract.
Zealand Pharma ∞ Annual Report 2022 92
Notes to the Consolidated financial statements
6.8 Collaborations and technology licenses (continued)
Protagonist Therapeutics (Rusfertide) (CA)
In June, 2012, Zealand and Protagonist entered into a collaboration to develop disulfide-rich peptides.
Protagonist has since taken over the full responsibility of the development.
Zealand is eligible to receive up to USD 60.0 millions in regulatory and commercial milestones, as well
as a low single digit royalty rate on global net sales.
Sanofi/Royalty Pharma (Soliqua/Suliqua/Lyxumia/Adlyxin) (CA)
In September 2018, Zealand announced that all future royalties and all but up to USD 15.0 million of
future milestone payments relating to the Sanofi License Agreement were sold to Royalty Pharma.
As of December 31, 2022 USD 10.0 million was still outstanding.
6.9 Subsequent events
No events have occurred subsequent to the balance sheet date that could significantly affect the finan-
cial statements as of December 31, 2022.
Zealand Pharma ∞ Annual Report 2022 93
Contents –
Parent
company
Financial statements of the parent company
Income statement 95
Statement of comprehensive income 95
Statement of financial position 96
Statement of cash flows 97
Statement of changes in equity 97
1 Significant accounting policies, and
significant accounting estimates and assessments 98
2 Revenue 98
3 Information on staff and remuneration 99
4 Financial items 101
5 Other operating items 101
6 Income tax 102
7 Discontinued operations 102
8 Intangible assets 104
9 Property, plant and equipment 105
10 Right-of-use assets and lease liabilities 106
11 Investments in subsidiaries 107
12 Inventories 107
13 Trade and other receivables 108
14 Trade and other payables 108
15 Fees to auditors appointed at
the annual general meeting 108
16 Contingent assets, liabilities and
other contractual obligations 108
17 Transactions with related parties 109
18 Adjustments for non-cash items 109
19 Change in working capital 109
20 Significant events after the balance sheet date 109
Alternative performance measures for the Group
(non-audited) 110
Zealand Pharma ∞ Annual Report 2022 94
Financial statements of the parent company
Financial statements of the parent company
Financial statements of the parent company
Income statement Statement of comprehensive income
DKK thousand Note 2022 2021
Revenue 2 141,741 87,063
Royalty expenses -37,756 -10,133
Gross margin 103,985 76,930
Research and development expenses -613,993 -573,919
Sale and marketing expenses -32,285 -74,455
General and administrative expenses -236,977 -235,093
Other operating items 5 -88,188 -2,161
Net operating expenses -971,443 -885,628
Operating result -867,458 -808,698
Dividend from subsidiaries 38,624 36,745
Financial income 4 36,710 48,898
Financial expenses 4 -9,268 -15,080
Result before tax -801,392 -738,135
Income tax (expense)/benefit 6 5,005 6,925
Net result for the year from continuing operations -796,387 -731,210
Net result for the year from discontinued operations 7 -223,575 -273,393
Net result for the year -1,019,962 -1,004,603
DKK thousand Note 2022 2021
Net result for the year -1,019,962 -1,004,603
Other comprehensive income (loss) 0 0
Comprehensive result for the year -1,019,962 -1,004,603
Zealand Pharma ∞ Annual Report 2022 95
Statement of financial position
Statement of financial position
Financial statements of the parent company
Statement of financial position at December 31
DKK thousand Note Group note 2022 2021
Assets
Non-current assets
Intangibles (Intellectual property) 8 0 35,691
Property, plant and equipment 9 46,169 80,075
Right of use assets 10 97,571 107,781
Investment in subsidiaries 11 62,228 62,228
Other investments 3.4 30,943 26,906
Trade and other receivables 13 157,039 161,193
Corporate tax receivable 6 0 1,268
Other financial assets 3.7 6,901 0
Total non-current assets 400,851 475,142
Current assets
Inventory 12 1,286 78,767
Trade and other receivables 13 134,760 83,670
Corporate tax receivable 6 5,500 5,500
Marketable securities 0 299,042
Cash and cash equivalents 710,104 377,189
Total current assets 851,650 844,168
Total assets 1,252,501 1,319,310
DKK thousand Note Group note 2022 2021
Liabilities and shareholders' equity
Share capital 4.8 51,702 43,634
Other reserves 915,849 855,388
Total Shareholders' equity 967,551 899,022
Deferred revenue 3.8 0 14,551
Trade and other payables 14 19,058 18,426
Lease liabilities 10 91,096 99,769
Total non-current liabilities 110,154 132,746
Trade and other payables 14 163,274 222,823
Lease liabilities 10 11,522 11,686
Deferred revenue 3.8 0 53,033
Total current liabilities 174,796 287,542
Total liabilities 284,950 420,288
Total shareholders' equity and liabilities 1,252,501 1,319,310
Zealand Pharma ∞ Annual Report 2022 96
Statement of changes in equityStatement of cash flows
Financial statements of the parent company
Statement of cash flows Statement of changes in equity
DKK thousand Note 2022 2021
Net result for the year -1,019,962 -1,004,603
Adjustments for non-cash items 18 13,049 97,038
Change in working capital 19 -53,712 -257,057
Financial expenses paid -999 -3,296
Income tax received/(paid) 7,698 5,500
Cash flow from/(used in) operating activities -1,053,926 -1,162,418
Proceeds from sale of marketable securities 297,559 0
Proceeds from sale of V-GO 7 64,475 0
Purchase of property, plant and equipment -8,838 -16,903
Cash flow from/(used in) investing activities 353,196 -16,903
Proceeds from issuance of shares related
to exercise of warrants 23,836 26,070
Proceeds from issuance of shares 1,060,825 748,975
Costs related to issuance of shares -47,456 -46,894
Purchase of treasury shares 0 -28,590
Leasing installments 10 -11,714 -12,260
Cash flow from/(used in) financing activities 1,025,491 687,301
(Decrease)/increase in cash and cash equivalents 324,761 -492,020
Cash and cash equivalents at January 1 377,189 860,772
Exchange rate adjustments 8,154 8,437
Cash and cash equivalents at December 31 710,104 377,189
DKK thousand
Share
capital
Other
reserves Total
Equity at January 1, 2022 43,634 855,388 899,022
Comprehensive income for the year
Net result for the year 0 -1,019,962 -1,019,962
Share-based compensation 0 51,286 51,286
Capital increases 8,068 1,076,593 1,084,661
Costs related to capital increases 0 -47,456 -47,456
Equity at December 31, 2022 51,702 915,849 967,551
Equity at January 1, 2021 39,800 1,137,289 1,177,089
Comprehensive income for the year
Net result for the year 0 -1,004,603 -1,004,603
Treasury shares 0 -70,190 -70,190
Share-based compensation 0 68,577 68,577
Capital increases 3,834 771,211 775,045
Costs related to capital increases 0 -46,896 -46,896
Equity at December 31, 2021 43,634 855,388 899,022
Zealand Pharma ∞ Annual Report 2022 97
Notes to the Financial statements of the parent company Notes
Notes to the Financial statements of the parent company
Significant accounting policies
Basis of preparation
The separate financial statement of the parent company have been prepared in accordance with Inter-
national Financial Reporting Standards as adopted by the EU (IFRS) and additional requirements under
the Danish Financial Statements Act (Class D).
The accounting policies for the financial statements of the parent company are unchanged from the
previous financial year. A number of new or amended standards became applicable for the current
reporting period. The parent company did not change its accounting policies as a result of the adoption
of these standards. The accounting policies are the same as for the consolidated financial statements
with the supplementary accounting policies for the parent described below. For a description of the
accounting policies of the group, please refer to the consolidated financial statements.
Note disclosures have only been included in the Parent Financial Statement where amounts differ from
the Consolidation financial statement.
Supplementary accounting policies for the Parent Company
Revenue from research and development services rendered to ZP SPV 3 K/S
Revenue from research and development services are performed and satisfied over time given that ZP
SPV 3 K/S simultaneously receives and consumes the benefits provided by Zealand Pharma A/S.
Investments in subsidiaries
Please refer to note 11 Investments in subsidiaries.
Please refer to note 2.1 in the consolidated financial statements for accounting policies for the revenue
streams.
Recognized revenue can be specified as follows for all agreements:
DKK thousand 2022 2021
Boehringer Ingelheim International GmbH 0 22,311
Alexion Pharmaceuticals Inc. 69,028 30,185
Novo Nordisk A/S 34,013 0
Protagonist Therapeutics Inc. 0 25,380
ZP SPV 3 K/S 38,700 9,187
Total revenue from collaboration agreements 141,741 87,063
Product sales - External 21,292 0
Product sales - Intercompany -10,791 168,713
Total net product sales 10,501 168,713
- Hereof related to discontinued operations 10,501 168,713
Total net product sales from continuing operations 0 0
Total revenue from continuing operations 141,741 87,063
Total revenue recognized over time 114,881 39,372
Total revenue recognized at a point in time 37,361 216,404
Please refer to note 2.1 in the consolidated financial statements for additional information regarding
revenue.
1 Significant accounting policies, and significant accounting estimates and assessments 2 Revenue
Zealand Pharma ∞ Annual Report 2022 98
Notes to the Financial statements of the parent company
DKK thousand 2022 2021
Total staff salaries can be specified as follows:
Wages and salaries 220,310 217,995
Share based payment costs 51,286 39,890
Pension schemes (defined contribution plans) 17,616 18,700
Government grants -5 -759
Other payroll and staff-related costs 5,682 132
Total 294,888 275,958
The amount is charged as:
Research and development expenses 210,971 208,790
Administrative expenses 62,627 63,881
Other operating items 14,015 0
Discontinued operations 7,275 3,287
Total 294,888 276,717
Average number of employees 197 219
For remuneration to the Board of Directors please refer to note 4.8 in the consolidated financial state-
ments and for additional information regarding staff costs.
3 Information on staff and remuneration
Zealand Pharma ∞ Annual Report 2022 99
Notes to the Financial statements of the parent company
3 Information on staff and remuneration (continued)
DKK thousand Base salary Bonus
Pension
contribution
Other
short term
benefits
Share-based
compensation
Severance
payment Total
2022
Remuneration to the Executive Management
Adam Sinding Steensberg
1
4,162 2,366 832 725 11,061 0 19,146
Henriette Wennicke
2
420 168 84 41 225 0 938
Emmanuel Dulac
3
2,626 1,575 525 122 -3,265 6,564 8,147
Matthew Donald Dallas
4
308 123 0 103 0 0 534
Total 7,516 4,232 1,441 991 8,021 6,564 28,765
Total Other Corporate Management
5
6,131 2,689 898 599 10,569 0 20,287
Total 13,647 6,921 2,339 1,590 18,590 6,564 49,652
2021
Remuneration to the Executive Management
Emmanuel Dulac
3
5,099 3,059 1,020 243 12,182 0 21,603
Adam Sinding Steensberg
1
3,056 1,193 611 286 4,829 0 9,975
Matthew Donald Dallas
4
449 184 0 38 0 0 671
Total 8,604 4,436 1,631 567 17,011 0 32,249
Total Other Corporate Management
5
3,873 1,469 387 186 4,791 0 10,706
Total 12,477 5,905 2,018 753 21,802 0 42,955
1 Former EVP, R&D and CMO Adam Sinding Steensberg was appointed CEO at March 30, 2022. 4 Former CFO Matthew Donald Dallas resigned from Zealand at August 31, 2022. He had tax obligations in Denmark, so a part of his salary was paid out in Denmark.
2 Henriette Wennicke was appointed as CFO at November 1, 2022. 5 Other Corporate Management in 2022 comprised four members (2021: three).
3 Former CEO Emmanuel Dulac resigned from Zealand at March 30, 2022.
Zealand Pharma ∞ Annual Report 2022 100
Notes to the Financial statements of the parent company
4 Financial items
DKK thousand 2022 2021
Interest income 380 6,788
Interest expenses and banking fees -6,031 -3,639
Interest income from group companies 7,682 0
Loss on receivables to group companies -2,073 0
Fair value adjustments of other investments 4,036 -8,217
Fair value adjustments of marketables securities -1,164 1,852
Currency exchange rate adjustments 24,805 40,258
Other financial epenses 0 -3,224
Financial items in total 27,442 33,818
Presentation in financial statement
Financial income 36,710 48,898
Financial expense -9,268 -15,080
Please refer to note 4.7 in the consolidated financial statements for additional information regarding
financial items.
5 Other operating items
DKK thousand 2022 2021
Restructuring costs - continuing operations -14,015 0
Insurance -37,033 0
Impairment Encycle IP rights -35,691 0
Loss on sale of fixed assets -1,449 -2,161
Total other operating items from continuing operations -88,188 -2,161
Divestment of V-GO -3,072 0
Restructuring costs - discontinued operations -30,615 0
Reversal of inventory write-off 1,284 0
Impairment of production equipment -9,730 0
Total other operating items from discontinued operations -42,133 0
Impairment of Encycle IP rights is described further in note 8. Please refer to note 2.7 in the consoli-
dated financial statements for additional information regarding other operating items.
Zealand Pharma ∞ Annual Report 2022 101
Notes to the Financial statements of the parent company
6 Income tax
DKK thousand 2022 2021
Net result for the year before tax -1,024,967 -1,011,529
Corporate tax rate in Denmark 22.0% 22.0%
Expected tax benefit -225,493 -222,536
Adjustment for non-deductible expenses 868 5,469
Adjustment for non-taxable income 0 -8,084
Adjustment for warrants 6,274 6,501
Adjustment for R&D extra deduction -20,960 -14,379
Adjustment to prior years 1,839 -5,143
Change in tax assets (not recognized) 240,963 231,247
Total income tax expense/(benefit) -5,005 -6,925
Tax on equity
Warrants shareprice development -7,362 5,588
Change in tax assets (not recognized) 7,362 -5,588
Total income tax expense (income) 0 0
Specification of unrecognized deferred tax assets:
Tax losses carried forward (available indefinitely) 3,299,214 2,231,010
Research and development expenses 956,816 842,775
Licenses, rights and patents 71,540 41,512
Non-current assets 105,961 88,676
Liabilities -98,695 73,444
Other 102,156 30,822
Total temporary differences 4,436,991 3,308,239
Please refer to note 11 in the consolidated financial statements for additional information regarding
income tax.
7 Discontinued operations
Management's judgements and estimates
On March 30, 2022, the group announced its intension to exit the US sales activities including the V-Go
activity. The activities were successfully divested on May 29, 2022 through an asset purchase agreement
with MannKind Corporation. On September 7, 2022, the group announced the transfer of the commer-
cial rights for Zegalogue to Novo Nordisk effectually ending all efforts to commercialize the group's
products via own sales force. Management has determined that the activities to supply subsidiaries
with products and aquired services from subsidiaries related to commercialization of products via own
sales force met all the criteria for classification as a discontinued operation as of September 7, 2022.
Accordingly, the activities, including the effect of the divestment of the V-GO disposal group, has been
presented separately as a discontinued operation in the income statement.
Zealand Pharma ∞ Annual Report 2022 102
Notes to the Financial statements of the parent company
The results and the cash flow of the discontinued activities are presented below as a discontinued oper-
ations for the period ended December 31, 2022 and December 31, 2021:
DKK thousand 2022 2021
Revenue 10,546 168,713
Cost of goods sold -41,113 -121,240
Gross margin -30,567 47,473
Research and development expenses -4,035 -10,780
Sales and marketing expenses -129,827 -292,054
General and administrative expenses -17,014 -18,032
Other operating items -42,132 0
Total Operating expenses -193,008 -320,866
Result before tax -223,575 -273,393
Net result from discontinued operations -223,575 -273,393
DKK thousand 2022 2021
Cash flows from discontinued operations
Net cash inflow (outflow) from operating activities -17,717 -146,218
Net cash inflow (outflow) from investing activities 64,383 -1,585
Net cash (outflow) from financing activities 0 0
Net cash increase (decrease) generated from
the discontinued operation 46,666 -147,803
Discontinued operations (continued)
All assets and liabilities included in the V-Go disposal group was derecognized as of May 29, 2022 with
the closure of the asset purchase agreement with MannKind. As a result, no assets or liabilities are clas-
sified as held for sale in relation to the discontinued operation as of December 31, 2022.
The derecognized assets and liabilities, recognized consideration and net impact on profit and loss from
the divestment of V-Go are presented below:
DKK thousand May 29, 2022
Assets included in disposal group
Property, plant and equipment 19,380
Right-of-use assets 9
Deposits and prepayments 665
Inventories 54,085
Total assets of disposal group 74,139
Liabilities directly associated with assets included in disposal group
Lease liabilities 19
Total liabilities of disposal group 19
Net assets of disposal group 74,120
Consideration:
Cash consideration 67,828
Purchase price adjustment -3,353
Other financial assets 6,573
Total consideration 71,048
Net loss - recognized as other operating items from discontinued operations -3,072
Zealand Pharma ∞ Annual Report 2022 103
Notes to the Financial statements of the parent company
DKK thousand
Licenses
rights and
patents
Cost at January 1, 2022 41,167
Transfer to V-GO disposal group (Note 7) -5,476
Disposals -35,691
Cost at December 31, 2022 0
Depreciations and impairment at January 1, 2022 5,476
Transfer to V-GO disposal group -5,476
Impairment 35,691
Disposals -35,691
Depreciation and impairment at December 31, 2022 0
Carrying amount at December 31, 2022 0
Depreciation and impairment for the financial year has been charged as:
Other operating items 35,691
Total 35,691
Licenses, rights and patents at January 1, 2022, comprised the license to the lead product candidate
acquired with Encycle Therapeutics in October 2019. During 2022 the development program with the
lead candidate was abandoned and it was decided to move on with another product candidate from the
same patent instead. As a result the recognized asset was impaired and disposed.
DKK thousand
Licenses
rights and
patents
Cost at January 1, 2021 41,167
Additions 0
Retirements 0
Cost at December 31, 2021 41,167
Depreciations and impairment at January 1, 2021 5,476
Depreciation for the year 0
Impairment 0
Depreciation and impairment at December 31, 2021 5,476
Carrying amount at December 31, 2021 35,691
Depreciation and impairment for the financial year has been charged as:
Research and development expenses 0
Sale and marketing expenses 0
Administrative expenses 0
Total 0
8 Intangible assets
Zealand Pharma ∞ Annual Report 2022 104
Notes to the Financial statements of the parent company
DKK thousand
Plant and
machinery
Other
fixtures and
fittings
Building
improve-
ments
Assets
under con-
struction
Cost at January 1, 2022 90,778 14,349 34,897 7,343
Transfer 268 0 0 -268
Additions 2,985 72 293 6,088
Transfer to V-GO disposal group (note 7) -25,770 -268 0 -2,563
Retirements -1,433 0 0 -9,730
Cost at December 31, 2022 66,828 14,153 35,190 870
Accumulated depreciation at January 1, 2022 54,201 8,388 4,703 0
Depreciation for the year 7,901 2,749 2,843 0
Impairment for the year 742 0 0 9,730
Transfer to V-GO disposal group (note 7) -9,072 0 0 -9,730
Retirements -1,433 -150 0 0
Accumulated depreciationat December 31, 2022 52,339 10,987 7,546 0
Carrying amountat December 31, 2022 14,489 3,166 27,644 870
Depreciation for the financial year has
been charged as:
Research and development expenses 6,214 2,315 2,417 0
General and administrative expenses 0 406 426 0
Other operating items 742 0 0 0
Discontinued operations 1,687 28 0 9,730
Total 8,643 2,749 2,843 9,730
Please refer to note 3.2 in the consolidated financial statements for additional information regarding
property, plant and equipment.
9 Property, plant and equipment
DKK thousand
Plant and
machinery
Other
fixtures and
fittings
Building
improve-
ments
Assets
under con-
struction
Cost at January 1, 2021 85,877 12,706 32,448 3,022
Transfer 949 204 0 -1,153
Additions 7,118 1,444 2,449 5,893
Retirements -3,166 -5 0 -419
Cost at December 31, 2021 90,778 14,349 34,897 7,343
Accumulated depreciation at January 1, 2021 43,977 5,711 1,988 0
Depreciation for the year 11,551 2,681 2,715 0
Retirements -1,327 -4 0 0
Accumulated depreciationat December 31, 2021 54,201 8,388 4,703 0
Carrying amountat December 31, 2021 36,577 5,961 30,194 7,343
Depreciation for the financial year has
been charged as:
Discontinued operations 7,143 117 0 0
Research and development expenses 3,621 2,564 2,716 0
Administrative expenses 786 0 0 0
Total 11,550 2,681 2,716 0
Zealand Pharma ∞ Annual Report 2022 105
Notes to the Financial statements of the parent company
10 Right-of-use assets and lease liabilities
Amounts recognized in the statement of financial position
The statement of financial position shows the following amounts relating to lease assets:
DKK thousand Buildings
Other
fixtures and
fittings
As at January 1, 2022 106,158 1,623
Additions 0 736
Transfer to V-GO disposal group (note 7) -9 0
Depreciation -10,159 -778
As at December 31, 2022 95,990 1,581
As at January 1, 2021 116,824 1,178
Additions 0 1,511
Depreciation expense -10,666 -1,066
As at December 31, 2021 106,158 1,623
Set out below are the carrying amounts of lease liabilities and the movements
during the period.
DKK thousand 2022 2021
As at January 1 111,455 119,848
Additions 689 1,418
Accretion of interest 2,207 2,449
Transfer to V-GO disposal group (note 7) -19 0
Payments -11,714 -12,260
As at December 31 102,618 111,455
Current 11,522 11,686
Non-current 91,096 99,769
The following are the amounts recognized in profit and loss:
Depreciation expense of right-of-use assets -10,937 -11,732
Interest expense on lease liabilities -2,207 -2,449
Total amount recognized in profit and loss -13,144 -14,181
Cashflow -11,714 -12,260
Total cash outflow for leases -11,714 -12,260
Zealand Pharma ∞ Annual Report 2022 106
Notes to the Financial statements of the parent company
Accounting policies
Investments in subsidiaries are measured at cost in the parent company’s financial statements. Where
the recoverable amount of the investment is lower than cost, the investments are written down to
recoverable amount.
DKK thousand 2022 2021
Cost at January 1 62,228 62,228
Cost at December 31 62,228 62,228
Carrying amount at December 31 62,228 62,228
DKK thousand Voting Domicile Ownership Rights
Zealand Pharma A/S subsidiaries:
ZP Holding SPV K/S Denmark 100% 100%
ZP General Partner 1 ApS Denmark 100% 100%
Zealand Pharma US, Inc. United States 100% 100%
ZP SPV 3 K/S Denmark 100% 100%
ZP General Partner 3 ApS Denmark 100% 100%
ZP Holding SPV K/S subsidiaries:
ZP SPV 1 K/S Denmark 100% 100%
ZP General Partner 2 ApS Denmark 100% 100%
Zealand Pharma US Inc. subsidiary
Zealand Pharma California US, LLC. United States 100% 100%
12 Inventories
Inventories were comprised as follows:
DKK thousand 2022 2021
Raw materials 1,286 35,816
Work in process 0 29,498
Finished goods 0 13,453
Total 1,286 78,767
Write downs recognized on inventories were reflected in the cost of goods sold. They were comprised
as follows:
DKK thousand 2022 2021
Accumulated write downs, January 1 -12,813 -16,426
Write downs in the reporting period -30,615 -8,089
Utilization of write downs 9,887 11,702
Reversal of write downs 1,284 0
Accumulated write downs, December 31 -32,257 -12,813
Please refer to note 3.5 in the consolidated financial statements for additional information regarding
inventory.
11 Investments in subsidiaries
Zealand Pharma ∞ Annual Report 2022 107
Notes to the Financial statements of the parent company
13 Trade and other receivables
DKK thousand 2022 2021
Receivables related to collaboration agreements 56,431 13,546
Intercompany receivables 170,931 144,904
Deposits 8,900 8,920
Other receivables 1,454 1,866
Prepaid expenses 54,083 75,628
Total trade and other receivables 291,799 244,864
Non-current 157,039 161,193
Current 134,760 83,671
14 Trade and other payables
DKK thousand 2022 2021
Trade payables 51,803 54,859
Employee benefits 50,275 52,736
Accruals development projects 34,063 22,547
Treasury share payables 41,600 41,600
Intercompany payables 1,425 59,078
Other payables 3,166 10,429
Total trade and other payables 182,332 241,249
Non-current: 19,058 18,426
Current 163,274 222,823
15 Fees to auditors appointed at the annual general meeting
DKK thousand 2022 2021
Audit 4,880 3,728
Audit-related services and other assurance engagements 1,310 780
Other 389 361
Total fees 6,579 4,869
16 Contingent assets, liabilities and other contractual obligations
Zealand Pharma A/S is part of a Danish joint taxation. Consequently, referring to the Danish Corporation
Tax Act regulations, Zealand Pharma A/S is liable for any income taxes, etc. for the jointly taxed compa-
nies and Zealand Pharma A/S is likewise liable for any obligations to withhold tax at source on interest,
royalties and returns for the jointly taxed companies.
The parent company has provided floating charge collateral covering with all assets in the company
which can be collateralized, including shares in subsidiaries, as collateral for the debt to Oberland.
Please refer to note 6.5 in the consolidated financial statements for information on commitments.
Zealand Pharma ∞ Annual Report 2022 108
Notes to the Financial statements of the parent company
Zealand Pharma A/S' related parties are the board of directors, executive management, and close
members of the family of these persons. Refer to note 6.1 in the consolidated financial statements for
remuneration of Board of Directors. Refer to note 3 in these parent company financial statements for
remuneration of the executive management team.
The parent company had the following transactions with subsidiaries:
DKK thousand 2022 2021
Revenue 38,701 9,186
Research and development expenses -26,337 50,184
Sale and marketing expenses -32,285 -74,456
Admin Expenses -69,955 -74,380
Financial items 5,609 6,744
Discontinued operations -156,638 -44,904
18 Adjustments for non-cash items
DKK thousand 2022 2021
Depreciation 70,572 30,936
Share-based compensation expenses 51,286 68,577
Deferred revenue -67,584 -30,185
Corporate tax -5,005 1,426
Financial items -27,443 6,833
Exchange rate adjustments -8,777 19,451
Total adjustments 13,049 97,038
17 Transactions with related parties 19 Change in working capital
DKK thousand 2022 2021
Increase/decrease in receivables -106,679 -184,413
Increase/decrease in inventory 23,396 -33,067
Increase/decrease in payables 29,571 -39,577
Change in working capital -53,712 -257,057
20 Significant events after the balance sheet date
Please refer to note 6.9 in the consolidated financial statements.
Zealand Pharma ∞ Annual Report 2022 109
Alternative performance measures for the Group (non-audited)
Alternative performance measures for the Group (non-audited)
Alternative performance measures for the Group (non-audited)
Free cash flow
Free cash flow is calculated as the sum of cash flows from operating activities less purchase of property,
plant and equipment. A positive free cash flow shows that the Group is able to finance its activities and
that external financing or capital raises is thus not necessary for the Group’s operating activities. There-
fore, Executive Management believes that this non-IFRS liquidity measure provides useful information to
investors in addition to the most directly comparable IFRS financial measure “Net cash flow from oper-
ating activities.” The table below shows a reconciliation of free cash flow for 2022, 2021 and 2020:
DKK thousand 2022 2021 2020
Cash (outflow)/inflow from operating activities -942,209 -1,211,971 -688,716
Less purchase of property, plant and equipment -11,710 -22,133 -25,044
Free cash flow -953,919 -1,234,104 -713,760
Equity ratio
Equity ratio is calculated as equity at the balance sheet date divided by total assets at the balance sheet
date.
Market capitalization
Market capitalization is calculated as weighted outstanding shares at the balance sheet date times the
share price at the balance sheet date.
Equity per share
Equity per share is calculated as shareholders' equity divided by weighted total number of shares less
weighted treasury shares.
Zealand Pharma ∞ Annual Report 2022 110
Statement
of the Board
of Directors
and Executive
Management
The Board of Directors and Executive Management have today
discussed and approved the Annual Report of Zealand Pharma A/S
for the financial year January 1 – December 31, 2022.
The consolidated financial statements and parent company financial
statements have been prepared in accordance with International
Financial Reporting Standards as adopted by the EU and additional
requirements under the Danish Financial Statements Act.
We consider the accounting policies used to be appropriate. In our
opinion, the consolidated financial statements and parent company
financial statements give a true and fair view of the Group’s and the
parent company’s financial position as of December 31, 2022, and of
the results of the Group’s and the parent company’s operations and
cash flows for the financial year January 1 – December 31, 2022.
Executive Management
Adam Sinding Steensberg
President and
Chief Executive Officer
Henriette Wennicke
Executive Vice President and
Chief Financial Officer
Board of Directors
Alf Gunnar Martin Nicklasson
Chairman
Kirsten Aarup Drejer
Vice Chairman
Bernadette Connaughton
Board member
Leonard Kruimer
Board member
Alain Munoz
Board member
Jens Peter Stenvang
Board member
Employee elected
Iben Louise Gjelstrup
Board member
Employee elected
Jeffrey Berkowitz
Board member
Michael John Owen
Board member
Frederik Barfoed Beck
Board member
Employee elected
Anneline Nansen
Board member
Employee elected
In our opinion, the Management’s review includes a fair review of
the development of the Group’s and the parent company’s oper-
ations and economic conditions, the results for the year, and the
Group’s and the parent company’s financial position, as well as a
review of the principal risks and uncertainties to which the Group
and the parent company are exposed.
In our opinion, the Annual Report of Zealand Pharma A/S for
the financial year January 1 - December 31, 2022 identified as
549300ITBB1ULBL4CZ12-2022-12-31-en.zip has in all material
respects been prepared in compliance with the ESEF Regulation.
We recommend that the Annual Report be approved at the Annual
General Meeting.
Søborg, March 2, 2023
Reports
Zealand Pharma ∞ Annual Report 2022 111
Independent
auditor’s report
To the shareholders of Zealand Pharma A/S
Report on the audit of the Consolidated Financial Statements
and Parent Company Financial Statements
Opinion
We have audited the consolidated financial statements and the
parent company financial statements of Zealand Pharma A/S for
the financial year January 1 – December 31, 2022, which comprise
income statement, statement of comprehensive income, state-
ment of financial position, statement of cash flow, statement of
changes in equity and notes, including accounting policies, for the
Group and the Parent Company. The consolidated financial state-
ments and the parent company financial statements are prepared
in accordance with International Financial Reporting Standards
as adopted by the EU and additional requirements of the Danish
Financial Statements Act.
In our opinion, the consolidated financial statements and the
parent company financial statements give a true and fair view
of the financial position of the Group and the Parent Company
at December 31, 2022 and of the results of the Group's and the
Parent Company's operations and cash flows for the financial year
January 1 – December 31, 2022 in accordance with International
Financial Reporting Standards as adopted by the EU and additional
requirements of the Danish Financial Statements Act.
Our opinion is consistent with our long-form audit report to the
Audit Committee and the Board of Directors.
Basis for opinion
We conducted our audit in accordance with International Stand-
ards on Auditing (ISAs) and additional requirements applicable in
Denmark. Our responsibilities under those standards and require-
ments are further described in the "Auditor's responsibilities for
the audit of the consolidated financial statements and the parent
company financial statements" (hereinafter collectively referred to
as "the financial statements") section of our report. We believe that
the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the Interna-
tional Ethics Standards Board for Accountants' International Code
of Ethics for Professional Accountants (IESBA Code) and the addi-
tional ethical requirements applicable in Denmark, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
To the best of our knowledge, we have not provided any prohibited
non-audit services as described in article 5(1) of Regulation (EU)
no. 537/2014.
Appointment of auditor
We were initially appointed as auditor of Zealand Pharma A/S on
April 2, 2020 for the financial year 2020. We have been reappointed
annually by resolution of the general meeting for a total consec-
utive period of three years up to and including the financial year
2022.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the finan-
cial statements for the financial year 2022. These matters were
addressed during our audit of the financial statements as a whole
and in forming our opinion thereon. We do not provide a separate
opinion on these matters. For each matter below, our description
of how our audit addressed the matter is provided in that context.
We have fulfilled our responsibilities described in the "Auditor's
responsibilities for the audit of the financial statements" section,
including in relation to the key audit matters below. Accordingly,
our audit included the design and performance of procedures to
respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures,
including the procedures performed to address the matters below,
provide the basis for our audit opinion on the financial statements.
Accounting for discontinued operations for the sale of the
V-Go and Zegaloge Activities
On March 30, 2022, the group announced its intention to exit the
US sales activities including the V-Go activity. The activities were
Zealand Pharma ∞ Annual Report 2022 112
divested on May 29, 2022 through an asset purchase agreement
with MannKind Corporation. On September 7, 2022, the group
announced the transfer of the commercial rights for Zegalogue
to Novo Nordisk A/S through a global license and development
agreement effectually ending all efforts to commercialize the
group’s products via own sales force. Management has determined
that the activities around commercialization of V-Go and Zega-
logue products via own sales force met all the criteria for classifi-
cation as a discontinued operations in accordance with IFRS 5. As
such, the results from these activities are separately classified as
“discontinued” for all periods presented within the income state-
ment of the financial statements as required by IFRS 5.
Given the significant judgments exercised by management in
applying IFRS 5 as a result of the divestment of the US sales activ-
ities, including the V-Go activity and the transfer of the commer-
cial rights for Zegalogue, the performance of audit procedures to
evaluate management’s identification of the cash generating units
being disposed of, and procedures over presentation of results
from discontinued operations for all periods presented in the
financial statements required a high degree of auditor judgement
and increased extent of audit effort.
How our audit addressed the key audit matter
Our audit procedures related to the identification of the cash
generating units being disposed of and procedures over pres-
entation of results from discontinued operations for all periods
presented in the financial statements, included the following:
• obtaining an overall understanding of management’s identifica-
tion of the cash generating units being disposed off,
• test of the net results from divestment of the US sales activities
related to commercialization of V-Go and Zegalogue products via
own sales force including, among others, audit procedures over
the existence and valuation of considerations received; inspecting
the related agreements to obtain an understanding of the assets
and liabilities included in the scope of the two divestments;
testing of the completeness and accuracy of assets and liabil-
ities included in the net result calculation on a sample basis by
comparing amounts to the Group’s accounting records,
• test of management’s segregation of results from discontinued
operations from results from continued operations for all periods
presented.
Accounting for lender call option embedded into the Oberland
loan agreement
In 2021, the Group entered into a USD 100 million loan agreement
with Oberland. During the financial year 2022, the loan agree-
ment with Oberland has been amended twice. As part of these
amendments, the Group has provided Oberland an option to
require partial early repayment of the outstanding debt in the event
that the Group completes a qualifying sale of assets. Thus, under
the agreement Oberland can require that up to 75% of the net
proceeds from sale of assets is used to early repay the loan (“the
lender call option”).
Management has assessed the entire Oberland contract and
related amendments for non-closely related embedded derivatives
and has concluded that the lender call option is not closely related
to the debt host contract because the lender call option amount
may differ with more than an insignificant amount from the debts
amortized cost. The lender call option is measured at fair value
based on unobservable data (level 3).
Given the significant estimation exercised by management in fair
value measuring of the lender call option based on unobservable
data (level 3), the performance of audit procedures over valuation
of the lender call option required a high degree of auditor judge-
ment and increased extent of audit effort.
How our audit addressed the key audit matter
Our audit procedures related to the fair value measurement of
lender call option included the following:
• obtaining an overall understanding of management’s identifica-
tion of embedded derivatives in debt arrangement and process for
establishing fair value of the lender call option obligation based
on unobservable inputs, including interest rate assumptions and
assumptions regarding a future potential sale of assets such as:
likelihood of ability to enter into a qualifying asset sale; estimated
"net proceeds" of a future collaboration agreement; and timing of
potential execution of collaboration agreement,
• inspection and reading the note purchase agreement with Ober-
land and related amendments,
• test of the unobservable data in respect of ability to enter into
a qualifying asset sale through inquiries to management and
inspection of internal and external supporting evidences related to
business development activities and ability to execute a relevant
future collaboration agreement,
• test of management’s disclosures regarding lender call option and
related sensitivity disclosures related to key unobservable data,
such as interest assumptions and timing of potential execution of
collaboration agreement.
Statement on the Management's review
Management is responsible for the Management's review.
Our opinion on the financial statements does not cover the
Management's review, and we do not express any form of assur-
ance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the Management's review and, in doing so,
consider whether the Management's review is materially incon-
sistent with the financial statements or our knowledge obtained
during the audit, or otherwise appears to be materially misstated.
Moreover, it is our responsibility to consider whether the Manage-
ment's review provides the information required under the Danish
Financial Statements Act.
Based on the work we have performed, we conclude that the
Management's review is in accordance with the financial state-
ments and has been prepared in accordance with the requirements
of the Danish Financial Statements Act. We did not identify any
material misstatement of the Management's review.
Zealand Pharma ∞ Annual Report 2022 113
Management's responsibilities for the financial statements
Management is responsible for the preparation of consolidated
financial statements and parent company financial statements
that give a true and fair view in accordance with International
Financial Reporting Standards as adopted by the EU and additional
requirements of the Danish Financial Statements Act and for such
internal control as Management determines is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, Management is responsible
for assessing the Group's and the Parent Company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting in preparing the financial statements unless Manage-
ment either intends to liquidate the Group or the Parent Company
or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial state-
ments
Our objectives are to obtain reasonable assurance as to whether
the financial statements as a whole are free from material misstate-
ment, whether due to fraud or error, and to issue an auditor's
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted
in accordance with ISAs and additional requirements applicable in
Denmark will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on
the basis of the financial statements.
As part of an audit conducted in accordance with ISAs and addi-
tional requirements applicable in Denmark, we exercise profes-
sional judgement and maintain professional scepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks and obtain
audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions,
misrepresentations or the override of internal control.
• Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Group's and the Parent Company's
internal control.
• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by Management.
• Conclude on the appropriateness of Management's use of the
going concern basis of accounting in preparing the financial
statements and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group's and the Parent Compa-
ny's ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the finan-
cial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. However, future
events or conditions may cause the Group and the Parent
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and contents of the
financial statements, including the note disclosures, and whether
the financial statements represent the underlying transactions and
events in a manner that gives a true and fair view.
• Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within
the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for
our audit opinion.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a state-
ment that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all rela-
tionships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with those charged with govern-
ance, we determine those matters that were of most significance
in the audit of the consolidated financial statements and the parent
company financial statements of the current period and are there-
fore the key audit matters. We describe these matters in our audi-
tor's report unless law or regulation precludes public disclosure
about the matter.
Report on compliance with the ESEF Regulation
As part of our audit of the Consolidated Financial Statements and
Parent Company Financial Statements of Zealand Pharma A/S,
we performed procedures to express an opinion on whether the
annual report of Zealand Pharma A/S for the financial year January
1 –December 31, 2022 with the file name 549300ITBB1UL-
BL4CZ12-2022-12-31-en.zip is prepared, in all material respects,
in compliance with the Commission Delegated Regulation (EU)
2019/815 on the European Single Electronic Format (ESEF Regula-
tion) which includes requirements related to the preparation of the
annual report in XHTML format and iXBRL tagging of the Consoli-
dated Financial Statements including notes.
Management is responsible for preparing an annual report that
complies with the ESEF Regulation. This responsibility includes:
• The preparing of the annual report in XHTML format;
Zealand Pharma ∞ Annual Report 2022 114
• The selection and application of appropriate iXBRL tags, including
extensions to the ESEF taxonomy and the anchoring thereof to
elements in the taxonomy, for all financial information required to
be tagged using judgement where necessary;
• Ensuring consistency between iXBRL tagged data and the Consol-
idated Financial Statements presented in human readable format;
and
• For such internal control as Management determines necessary to
enable the preparation of an annual report that is compliant with
the ESEF Regulation.
Our responsibility is to obtain reasonable assurance on whether
the annual report is prepared, in all material respects, in compli-
ance with the ESEF Regulation based on the evidence we have
obtained, and to issue a report that includes our opinion. The
nature, timing and extent of procedures selected depend on the
auditor’s judgement, including the assessment of the risks of mate-
rial departures from the requirements set out in the ESEF Regula-
tion, whether due to fraud or error. The procedures include:
• Testing whether the annual report is prepared in XHTML format;
• Obtaining an understanding of the company’s iXBRL tagging
process and of internal control over the tagging process;
• Evaluating the completeness of the iXBRL tagging of the Consoli-
dated Financial Statements including notes;
• Evaluating the appropriateness of the company’s use of iXBRL
elements selected from the ESEF taxonomy and the creation
of extension elements where no suitable element in the ESEF
taxonomy has been identified;
• Evaluating the use of anchoring of extension elements to
elements in the ESEF taxonomy; and
• Reconciling the iXBRL tagged data with the audited Consolidated
Financial Statements.
In our opinion, the annual report of Zealand Pharma A/S for the
financial year January 1 – December 31, 2022 with the file name
549300ITBB1ULBL4CZ12-2022-12-31-en.zip is prepared, in all
material respects, in compliance with the ESEF Regulation.
Copenhagen, March 2, 2023
EY Godkendt Revisionspartnerselskab
Christian Schwenn Johansen Rasmus Bloch Jespersen
State Authorised
Public Accountant
State Authorised
Public Accountant
mne33234 mne35503
Zealand Pharma ∞ Annual Report 2022 115
Other
information
Zealand Pharma ∞ Annual Report 2022 116
Company
information
Zealand Pharma A/S
Sydmarken 11
2860 Søborg
Denmark
CVR no.: 20 04 50 78
Tel: +45 88 77 36 00
Fax: +45 88 77 38 98
Zealand Pharma U.S., Inc.
44 Farnsworth Street
4th Floor
Boston, MA 02210
info@zealandpharma.com
www.zealandpharma.com
Established
1998
Registered office
Gladsaxe
Auditors
EY Godkendt Revisionspartnerselskab
CVR no.: 30 70 02 28
Zealand Pharma ∞ Annual Report 2022 117
Zealand Pharma A/S
Sydmarken 11
DK-2860 Søborg
Denmark
Tel: +45 88 77 36 00
Fax: +45 88 77 38 98
CVR no.: 20 04 50 78
zealandpharma.com
Design og produktion: Noted
Annual reportAuditor's report on audited financial statementsParsePort XBRL Converter2022-01-012022-12-312021-01-012021-12-31549300ITBB1ULBL4CZ12Reporting class DOpinionBasis for Opinion2023-03-022023-03-02549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember549300ITBB1ULBL4CZ122022-01-012022-12-31549300ITBB1ULBL4CZ122021-01-012021-12-31549300ITBB1ULBL4CZ122020-01-012020-12-31549300ITBB1ULBL4CZ122022-12-31549300ITBB1ULBL4CZ122021-12-31549300ITBB1ULBL4CZ122020-12-31549300ITBB1ULBL4CZ122019-12-31549300ITBB1ULBL4CZ122021-12-31ifrs-full:IssuedCapitalMember549300ITBB1ULBL4CZ122022-01-012022-12-31ifrs-full:IssuedCapitalMember549300ITBB1ULBL4CZ122022-12-31ifrs-full:IssuedCapitalMember549300ITBB1ULBL4CZ122021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300ITBB1ULBL4CZ122022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300ITBB1ULBL4CZ122022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300ITBB1ULBL4CZ122021-12-31ifrs-full:OtherReservesMember549300ITBB1ULBL4CZ122022-01-012022-12-31ifrs-full:OtherReservesMember549300ITBB1ULBL4CZ122022-12-31ifrs-full:OtherReservesMember549300ITBB1ULBL4CZ122020-12-31ifrs-full:IssuedCapitalMember549300ITBB1ULBL4CZ122021-01-012021-12-31ifrs-full:IssuedCapitalMember549300ITBB1ULBL4CZ122020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300ITBB1ULBL4CZ122021-01-012021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300ITBB1ULBL4CZ122020-12-31ifrs-full:OtherReservesMember549300ITBB1ULBL4CZ122021-01-012021-12-31ifrs-full:OtherReservesMember549300ITBB1ULBL4CZ122019-12-31ifrs-full:IssuedCapitalMember549300ITBB1ULBL4CZ122020-01-012020-12-31ifrs-full:IssuedCapitalMember549300ITBB1ULBL4CZ122019-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300ITBB1ULBL4CZ122020-01-012020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300ITBB1ULBL4CZ122019-12-31ifrs-full:OtherReservesMember549300ITBB1ULBL4CZ122020-01-012020-12-31ifrs-full:OtherReservesMember549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember1549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember2549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember1549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember5549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember9549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember2549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember6549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember10549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember3549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember7549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember11549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember4549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember8549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember1549300ITBB1ULBL4CZ122022-01-012022-12-31cmn:ConsolidatedMember2549300ITBB1ULBL4CZ122021-01-012021-12-31cmn:ConsolidatedMember549300ITBB1ULBL4CZ122020-01-012020-12-31cmn:ConsolidatedMemberiso4217:EURiso4217:DKKxbrli:sharesxbrli:pure