Notes to the financial statements BB Biotech AG
1. Accounting policies
General
The financial statements of BB Biotech AG (the Company) have been prepared in accordance with the provisions of commercial accounting as set out in the Swiss Code of Obligations. The financial statements have been prepared under the historical cost convention.
Cash and cash equivalents
Cash and cash equivalents includes current accounts at banks. These are stated at the notional amount.
Investments
The investments include the subsidiaries over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Initially and subsequently, investments are valued at historical cost. An impairment is recognized if the value in use is expected to permanently fall below the book value.
Income from investments is recognized in the income statement when the Company’s right to receive the dividend payment is established.
Receivables/liabilities
Receivables/liabilities are classified as current assets/liabilities if maturity is expected to be within twelve month after the balance sheet date. Else, they are classified as long-term assets/liabilities. Receivables/liabilities are recognized at notional value. Receivables/liabilities against related parties include transactions with the Board of Directors as well as Group companies and affiliates. Receivables/liabilities against group companies result mainly from cash-pooling activities of the Group. The Group consists of BB Biotech AG and the mentioned subsidiaries under 3.3.
Treasury shares
Treasury shares are deducted from shareholders’ equity. All profits and losses arising from trading in treasury shares are included in the income statement. A reserve for treasury shares is built for treasury shares held by the Company and its subsidiaries, booked against other reserves. The reserve is based on cost prices.
2. Details and explanations to the financial statements
2.1 Other current liabilities
The other current liabilities comprise the following (in CHF):
2024 | 2023 | |||
Third parties | 311 259 | 293 658 | ||
Investment Manager | 37 127 | 40 561 | ||
348 387 | 334 219 |
2.2 Shareholders’ equity
The share capital of the Company consists of 55.4 mn fully paid registered shares (2023: 55.4 mn registered shares) with a par value of CHF 0.20 each (2023: CHF 0.20).
In April 2022, the Board of Directors has approved the repurchase of a maximum of 5 540 000 own registered shares with a nominal value of CHF 0.20 each. The share buy-back program will run from April 13, 2022 until April 11, 2025 at the latest. Until December 31, 2024, the Company has bought 84 000 treasury shares under this share buy-back program. The repurchase will take place via second trading line for the purpose of a subsequent capital reduction.
At December 31, 2024 and 2023, the Company has neither authorized nor conditional capital.
2.3 Other income
Other income comprises the following (in CHF):
2024 | 2023 | |||
Income group services | 4 963 000 | 5 894 000 | ||
Other income | 5 669 | 5 016 | ||
4 968 669 | 5 899 016 |
2.4 Administrative expenses
Administrative expenses comprise the following (in CHF):
2024 | 2023 | |||
Board of Directors remuneration | 1 665 000 | 1 680 000 | ||
Social insurance contributions and duties | 46 111 | 44 921 | ||
Investment manager compensation | 453 516 | 503 308 | ||
Staff costs | 105 665 | 94 230 | ||
2 270 291 | 2 322 459 |
The remuneration report discloses further details to the Board of Directors compensation.
2.5 Other expenses
Other expenses comprise the following (in CHF):
2024 | 2023 | |||
Marketing and financial reporting | 994 990 | 1 566 758 | ||
Audit, legal and consulting expenses | 243 937 | 380 428 | ||
Bank charges | 1 107 | 1 134 | ||
Other expenses | 1 001 850 | 1 087 747 | ||
2 241 885 | 3 036 067 |
2.6 Tax expenses
Tax expenses comprise the following (in CHF):
2024 | 2023 | |||
Income taxes | 53 644 | 78 992 | ||
Capital taxes | 60 132 | 43 817 | ||
113 776 | 122 808 |
3. Other information
3.1 Name, legal form and registered office
BB Biotech AG is a limited company according to the Swiss Code of Obligation and has its registered office at Schwertstrasse 6 in Schaffhausen.
3.2 Declaration of number of full-time equivalents
The number of full-time equivalents did not exceed 10 in the calendar year 2024 (2023: below 10).
3.3 Investments
Investments of BB Biotech AG comprise, in the business years 2024 and 2023, the following subsidiaries:
Company | Capital in CHF 1 000 | Capital and voting interest in % | ||
Biotech Focus N.V., Curaçao | 11 | 100 | ||
Biotech Growth N.V., Curaçao | 11 | 100 | ||
Biotech Invest N.V., Curaçao | 11 | 100 | ||
Biotech Target N.V., Curaçao | 11 | 100 |
3.4 Treasury shares (balances and change)
Treasury shares are held directly by BB Biotech AG and indirectly by its 100% subsidiary Biotech Target N.V.
BB Biotech AG | Biotech Target N.V. | Total | ||||
Balance at January 1, 2023 | – | 554 000 | 554 000 | |||
Balance at December 31, 2023 | – | 554 000 | 554 000 | |||
Balance at January 1, 2024 | – | 554 000 | 554 000 | |||
Purchase of shares at an average price of CHF 37.29 | 84 000 | – | 84 000 | |||
Balance at December 31, 2024 | 84 000 | 554 000 | 638 000 |
3.5 Audit fees
The audit fees comprise the following (in CHF):
2024 | 2023 | |||
Audit fees | 120 000 | 120 000 | ||
Audit-related fees | 5 000 | – | ||
ESG training of the Board of Directors | – | 18 000 | ||
125 000 | 138 000 |
3.6 Commitments and contingencies
The Company had no commitments or other off-balance sheet transactions open at December 31, 2024 (2023: none).
The operations of the Company are affected by legislative, fiscal and regulatory developments for which provisions are made where deemed necessary. The Board of Directors concludes that as at December 31, 2024, no proceedings existed which could have any material effect on the financial position of the Company (2023: none).
3.7 Subsequent events
There have been no events subsequent to December 31, 2024, which would affect the 2024 financial statements.
3.8 Significant shareholders
Based on information received and published by the Company, the following party owns significant voting rights:
Voting rights in % | 31.12.2024 | 31.12.2023 | ||
UBS Fund Management AG, Zurich, Switzerland | 4.356% | n.a. |
3.9 Statement of holdings of the Board of Directors
As at December 31, the Board of Directors held the following registered shares of BB Biotech AG:
2024 | 2023 | |||
Dr. Thomas von Planta, Chairman | 18 888 | 12 000 | ||
Dr. Clive Meanwell, Vice-Chairman | 5 163 | 5 163 | ||
Laura Hamill | – | – | ||
Dr. Pearl Huang | – | – | ||
Prof. Dr. Mads Krogsgaard Thomsen | 17 750 | – | ||
Camilla Soenderby | – | – | ||
Dr. Erich Hunziker (until March 2024) | n.a. | 957 884 |
3.10 Management contracts
On behalf of the Company, the Board of Directors has entered into a management contract with Bellevue Asset Management AG (investment manager and administrator). In this contract, the investment manager commits to carry out management services relating to the investment activity and general management of BB Biotech AG. Under this contract the Company paid in the business year 2024 CHF 453 516 (2023: CHF 503 308) to Bellevue Asset Management AG.
3.11 Management report and cash flow statement
Due to the fact that BB Biotech AG prepares consolidated financial statements in accordance with a recognized international accounting standard (IFRS), the Company doesn’t prepare, in line with the legal requirements, a management report and cash flow statement.
4. Movements on retained earnings
in CHF | 2024 | 2023 | ||
Retained earnings at the beginning of the year | 919 317 855 | 918 922 082 | ||
Dividend | (109 692 000) | (156 311 100) | ||
Net income for the year | 111 586 966 | 156 706 872 | ||
Retained earnings at the end of the year | 921 212 821 | 919 317 855 |
5. Proposal of the Board of Directors for the appropriation of retained earnings
in CHF | 2024 Proposal of the Board | 2023 Resolution passed at the AGM | ||
Retained earnings at the disposal of the Annual General Meeting | 921 212 821 | 919 317 855 | ||
Dividend (per share 2024: CHF 1.80; 2023: CHF 2.00) | (99 720 000) | (109 692 000) | ||
Carry forward to the next period | 821 492 821 | 809 625 855 | ||
921 212 821 | 919 317 855 |