Selected explanatory notes to the consolidated interim financial statements
1. The Company and its principal activity
BB Biotech AG (the Company) is listed on the SIX Swiss Exchange, in the «Prime Standard Segment» of the German Exchange as well as in the «Star Segment» of the Italian Exchange and has its registered office in Schaffhausen, Schwertstrasse 6. Its principal activity is to invest in companies active in the biotechnology industry for the purpose of capital appreciation. The investments are held through its wholly owned 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 |
2. Accounting policies
The condensed consolidated interim financial statements of the Company and its subsidiary companies (the Group) have been prepared in accordance with International Accounting Standards (IAS) 34 «Interim Financial Reporting,» as well as the provisions of the rules of the SIX Swiss Exchange for Investment Companies and should be read in conjunction with the consolidated annual financial statements for the year ended December 31, 2020. The preparation of the condensed consolidated interim financial statements requires management to make assumptions and estimates that have an impact on the balance sheet values and items of the statement of comprehensive income in the current financial period. In certain circumstances, the actual values may diverge from these estimates.
The condensed consolidated interim financial statements have been prepared in accordance with the accounting policies set out in the consolidated annual financial statements. No new standards, interpretations and amendments to published standards, which are applicable to the Group and valid since January 1, 2021, have been applied in these condensed consolidated interim financial statements.
The following amended standards were approved, but will only be applicable for the Group prospectively and were not early adopted in these condensed consolidated interim financial statements:
- IAS 1 (amended, effective January 1, 2022) – Classification of Liabilities as Current or Non-current
- IFRS 3 (amended, effective January 1, 2022) – Reference to the Conceptual Framework
- IAS 37 (amended, effective January 1, 2022) – Onerous Contracts – Cost of fulfilling a Contract
- Annual Improvements to IFRS Standards 2018-2020 (effective January 1, 2022) – IFRS 9, IFRS 16
The Group assessed the potential impact of the above-mentioned amended standards. Based on the analysis, the Group concludes that these amended standards have no material impact on the Group’s accounting policies and overall results and financial position.
3. Financial risk management
Currency risk
The Group holds assets denominated in currencies other than the Swiss franc, the functional currency. It is therefore exposed to currency risk, as the value of the securities denominated in other currencies will fluctuate due to changes in exchange rates. Depending on the market situation the Group could use foreign currency options and/or forward contracts to reduce the currency risk.
The following exchange rates have been used for the preparation of these condensed consolidated interim financial statements:
Currency |
|
30.06.2021 |
|
31.12.2020 |
USD |
|
0.92500 |
|
0.88520 |
ANG |
|
0.51966 |
|
0.49730 |
EUR |
|
1.09672 |
|
1.08134 |
GBP |
|
1.27940 |
|
1.21000 |
Fair values
The following table presents the Group’s assets that are measured at fair value (in CHF 1 000):
30.06.2021 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets |
|
|
|
|
|
|
|
|
Securities |
|
|
|
|
|
|
|
|
– Shares |
|
4 347 013 |
|
– |
|
– |
|
4 347 013 |
– Derivative instruments |
|
– |
|
– |
|
2 252 |
|
2 252 |
Total assets |
|
4 347 013 |
|
– |
|
2 252 |
|
4 349 265 |
|
|
|
|
|
|
|
|
|
31.12.2020 |
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Securities |
|
|
|
|
|
|
|
|
– Shares |
|
3 952 504 |
|
– |
|
– |
|
3 952 504 |
– Derivative instruments |
|
– |
|
– |
|
2 155 |
|
2 155 |
Total assets |
|
3 952 504 |
|
– |
|
2 155 |
|
3 954 659 |
The table below summarizes the transactions in level 3 instruments (in CHF 1 000):
|
|
01.01.–30.06.2021 |
|
01.01.–30.06.2020 |
Opening balance |
|
2 155 |
|
2 355 |
Purchases/Sales/Reclassification |
|
– |
|
– |
Gains/(losses) included in net gain/loss from securities |
|
97 |
|
(49) |
Closing balance |
|
2 252 |
|
2 306 |
Gains/(losses) on level 3 instruments included in net gain/loss from securities |
|
97 |
|
(49) |
The level 3 instrument was allocated as part of a corporate action in 2019. There were no transfers between level 1, 2 and 3 during the reporting period.
For assets and liabilities carried at amortised cost, their carrying values are a reasonable approximation of fair value.
4. Financial assets
Securities
Securities comprise the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
Number 31.12.2020 |
|
Change |
|
Number 30.06.2021 |
|
Market price in original currency 30.06.2021 |
|
Valuation CHF mn 30.06.2021 |
|
Valuation CHF mn 31.12.2020 |
||
Moderna |
|
2 854 963 |
|
(404 963) |
|
2 450 000 |
|
USD |
|
234.98 |
|
532.5 |
|
264.0 |
Ionis Pharmaceuticals |
|
8 220 000 |
|
892 973 |
|
9 112 973 |
|
USD |
|
39.89 |
|
336.3 |
|
411.4 |
Argenx SE |
|
921 332 |
|
34 206 |
|
955 538 |
|
USD |
|
301.07 |
|
266.1 |
|
239.8 |
Neurocrine Biosciences |
|
3 035 000 |
|
(119 600) |
|
2 915 400 |
|
USD |
|
97.32 |
|
262.4 |
|
257.5 |
Incyte |
|
2 900 000 |
|
(3 000) |
|
2 897 000 |
|
USD |
|
84.13 |
|
225.4 |
|
223.3 |
Agios Pharmaceuticals |
|
4 158 902 |
|
146 090 |
|
4 304 992 |
|
USD |
|
55.11 |
|
219.5 |
|
159.5 |
Fate Therapeutics |
|
2 030 000 |
|
516 336 |
|
2 546 336 |
|
USD |
|
86.79 |
|
204.4 |
|
163.4 |
Vertex Pharmaceuticals |
|
900 000 |
|
150 000 |
|
1 050 000 |
|
USD |
|
201.63 |
|
195.8 |
|
188.3 |
Alnylam Pharmaceuticals |
|
1 155 000 |
|
(45 000) |
|
1 110 000 |
|
USD |
|
169.52 |
|
174.1 |
|
132.9 |
Biogen |
|
537 000 |
|
(37 000) |
|
500 000 |
|
USD |
|
346.27 |
|
160.1 |
|
116.4 |
Macrogenics |
|
4 815 564 |
|
1 460 000 |
|
6 275 564 |
|
USD |
|
26.86 |
|
155.9 |
|
97.4 |
Arvinas |
|
2 176 903 |
|
– |
|
2 176 903 |
|
USD |
|
77.00 |
|
155.0 |
|
163.7 |
Crispr Therapeutics |
|
900 884 |
|
48 700 |
|
949 584 |
|
USD |
|
161.89 |
|
142.2 |
|
122.1 |
Intra-Cellular Therapies |
|
3 538 419 |
|
(50 000) |
|
3 488 419 |
|
USD |
|
40.82 |
|
131.7 |
|
99.6 |
Radius Health |
|
7 455 714 |
|
– |
|
7 455 714 |
|
USD |
|
18.24 |
|
125.8 |
|
117.9 |
Sage Therapeutics |
|
1 540 104 |
|
785 000 |
|
2 325 104 |
|
USD |
|
56.81 |
|
122.2 |
|
117.9 |
Myovant Sciences |
|
4 757 039 |
|
465 000 |
|
5 222 039 |
|
USD |
|
22.77 |
|
110.0 |
|
116.3 |
Relay Therapeutics |
|
1 409 357 |
|
1 211 605 |
|
2 620 962 |
|
USD |
|
36.59 |
|
88.7 |
|
51.8 |
Esperion Therapeutics |
|
3 947 964 |
|
530 000 |
|
4 477 964 |
|
USD |
|
21.15 |
|
87.6 |
|
90.9 |
Beam Therapeutics |
|
396 821 |
|
210 000 |
|
606 821 |
|
USD |
|
128.71 |
|
72.2 |
|
28.7 |
Molecular Templates |
|
6 380 331 |
|
3 162 290 |
|
9 542 621 |
|
USD |
|
7.82 |
|
69.0 |
|
53.0 |
Essa Pharma |
|
– |
|
2 440 814 |
|
2 440 814 |
|
USD |
|
28.57 |
|
64.5 |
|
– |
Generation Bio Co. |
|
2 333 180 |
|
120 000 |
|
2 453 180 |
|
USD |
|
26.90 |
|
61.0 |
|
58.6 |
Scholar Rock Holding |
|
2 255 651 |
|
19 474 |
|
2 275 125 |
|
USD |
|
28.90 |
|
60.8 |
|
96.9 |
Halozyme Therapeutics |
|
3 970 000 |
|
(2 638 034) |
|
1 331 966 |
|
USD |
|
45.41 |
|
55.9 |
|
150.1 |
Revolution Medicines |
|
– |
|
1 805 105 |
|
1 805 105 |
|
USD |
|
31.74 |
|
53.0 |
|
– |
Exelixis |
|
2 835 000 |
|
– |
|
2 835 000 |
|
USD |
|
18.22 |
|
47.8 |
|
50.4 |
Nektar Therapeutics |
|
2 620 676 |
|
– |
|
2 620 676 |
|
USD |
|
17.16 |
|
41.6 |
|
39.4 |
Black Diamond Therapeutics |
|
1 390 000 |
|
2 050 000 |
|
3 440 000 |
|
USD |
|
12.19 |
|
38.8 |
|
39.4 |
Mersana Therapeutics |
|
1 885 000 |
|
975 000 |
|
2 860 000 |
|
USD |
|
13.58 |
|
35.9 |
|
44.4 |
Kezar Life Sciences |
|
4 533 148 |
|
– |
|
4 533 148 |
|
USD |
|
5.43 |
|
22.8 |
|
20.9 |
Wave Life Sciences |
|
2 602 858 |
|
– |
|
2 602 858 |
|
USD |
|
6.66 |
|
16.0 |
|
18.1 |
Homology Medicines |
|
1 737 122 |
|
– |
|
1 737 122 |
|
USD |
|
7.27 |
|
11.7 |
|
17.4 |
Alexion Pharmaceuticals |
|
1 294 428 |
|
(1 294 428) |
|
– |
|
USD |
|
n.a |
|
– |
|
179.0 |
Voyager Therapeutics |
|
2 680 283 |
|
(2 680 283) |
|
– |
|
USD |
|
n.a |
|
– |
|
17.0 |
Cidara Therapeutics |
|
2 822 495 |
|
(2 822 495) |
|
– |
|
USD |
|
n.a |
|
– |
|
5.0 |
Total shares |
|
|
|
|
|
|
|
|
|
|
|
4 347.0 |
|
3 952.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alder Biopharmaceuticals – Contingent Value Right |
|
2 766 008 |
|
– |
|
2 766 008 |
|
USD |
|
0.88 |
|
2.3 |
|
2.2 |
Bristol-Myers Squibb – Contingent Value Right |
|
800 000 |
|
(800 000) |
|
– |
|
USD |
|
n.a |
|
– |
|
– |
Total derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
2.3 |
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
|
|
|
|
|
|
|
|
|
|
4 349.3 |
|
3 954.7 |
The changes in value of securities at fair value through profit or loss by investment category are as follows (in CHF 1 000):
|
|
Listed shares |
|
Unlisted shares |
|
Derivative instruments |
|
Total |
Opening balance as at 01.01.2020 at fair values |
|
3 518 985 |
|
– |
|
4 685 |
|
3 523 670 |
Purchases |
|
699 570 |
|
– |
|
– |
|
699 570 |
Sales |
|
(1 010 092) |
|
– |
|
– |
|
(1 010 092) |
Net gains/(losses) from securities |
|
744 042 |
|
– |
|
(2 531) |
|
741 511 |
Realized gains |
|
364 618 |
|
– |
|
– |
|
364 618 |
Realized losses |
|
(83 963) |
|
– |
|
– |
|
(83 963) |
Unrealized gains |
|
882 536 |
|
– |
|
– |
|
882 536 |
Unrealized losses |
|
(419 149) |
|
– |
|
(2 531) |
|
(421 680) |
Closing balance as at 31.12.2020 at fair values |
|
3 952 504 |
|
– |
|
2 155 |
|
3 954 659 |
|
|
|
|
|
|
|
|
|
Opening balance as at 01.01.2021 at fair values |
|
3 952 504 |
|
– |
|
2 155 |
|
3 954 659 |
Purchases |
|
556 774 |
|
– |
|
– |
|
556 774 |
Sales |
|
(541 981) |
|
– |
|
– |
|
(541 981) |
Net gains/(losses) from securities |
|
379 717 |
|
– |
|
97 |
|
379 813 |
Realized gains |
|
90 572 |
|
– |
|
– |
|
90 572 |
Realized losses |
|
(1 530) |
|
– |
|
(2 330) |
|
(3 860) |
Unrealized gains |
|
625 304 |
|
– |
|
97 |
|
625 401 |
Unrealized losses |
|
(334 629) |
|
– |
|
2 330 |
|
(332 299) |
Closing balance as at 30.06.2021 at fair values |
|
4 347 013 |
|
– |
|
2 252 |
|
4 349 265 |
5. Short-term borrowings from banks
At June 30, 2021, a CHF 300 mn short-term loan is outstanding with interest payable at 0.40% p.a. (December 31, 2020: CHF 63 mn at 0.40% p.a.).
6. Shareholders’ equity
The share capital of the Company consists of 55.4 mn fully paid registered shares (December 31, 2020: 55.4 mn) with a par value of CHF 0.20 each (December 31, 2020: CHF 0.20).
Treasury shares
The Company can buy and sell treasury shares in accordance with the Company’s articles of association and Swiss company law and in compliance with the listing rules of the SIX Swiss Exchange. During the period from January 1, 2021, to June 30, 2021, the Company has not purchased any treasury shares and 114 662 treasury shares were sold at an average price of CHF 81.96 to the amount of TCHF 9 398 (01.01.–30.06.2020: no transactions). As at June 30, 2021, the Company holds no treasury shares. (December 31, 2020: 114 662 shares). The treasury shares as at December 31, 2020, were treated as a deduction from the consolidated shareholders’ equity using cost values of TCHF 8 240.
Share buyback 2nd line (bought for cancellation)
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 12, 2019, until April 11, 2022, at the latest. Until June 30, 2021, no shares had been repurchased under this share buy-back program. A repurchase would take place via second trading line for the purpose of a subsequent capital reduction.
7. Administrative expenses
(in CHF 1 000)
Administrative expenses comprise the following:
|
|
01.01.–30.06.2021 |
|
01.01.–30.06.2020 |
Asset manager |
|
|
|
|
– Management fees (incl. VAT) |
|
25 089 |
|
19 012 |
Personnel |
|
|
|
|
– Board of Directors remuneration |
|
708 |
|
580 |
– Wages and salaries |
|
129 |
|
131 |
– Social insurance contributions and duties |
|
59 |
|
65 |
|
|
25 985 |
|
19 788 |
The remuneration model of BB Biotech AG is determined by the Board of Directors.
Since 2014 the remuneration paid to the investment manager is based upon a 1.1% p.a. all-in fee on the average market capitalization without any additional fixed or performance-based elements of compensation. The compensation of the Board of Directors consists since 2014 of a fixed compensation.
8. Segment reporting
(in CHF 1 000)
The sole operating segment of the Group reflects the internal management structure and is evaluated on an overall basis. Revenue is derived by investing in a portfolio of companies active in the biotechnology industry for the purpose of capital appreciation. The following results correspond to the sole operating segment of investing in companies active in the biotechnology industry.
The geographical analysis of the profit/(loss) before tax is as follows – all income from financial assets are attributed to a country based on the domiciliation of the issuer of the instrument.
Profit/(loss) before tax |
|
01.01.–30.06.2021 |
|
01.01.–30.06.2020 |
USA |
|
349 943 |
|
352 714 |
Netherlands |
|
19 788 |
|
55 094 |
Switzerland |
|
17 891 |
|
6 769 |
Canada |
|
6 816 |
|
– |
Singapore |
|
(2 098) |
|
5 496 |
Great Britain |
|
(15 689) |
|
22 269 |
Curaçao |
|
(27 118) |
|
(20 602) |
|
|
349 533 |
|
421 740 |
9. Assets pledged
At June 30, 2021, securities in the amount of CHF 4 349.3 mn (December 31, 2020: CHF 3 954.7 mn) are collateral for a credit line of CHF 700 mn (December 31, 2020: CHF 700 mn). At June 30, 2021, CHF 300 mn short-term loan is outstanding (December 31, 2020: CHF 63 mn).
10. Related party transactions
Detailed information regarding the remuneration model for the Board of Directors and the investment manager are mentioned under note 7, «Administrative expenses».
11. Commitments, contingencies and other off-balance sheet transactions
The Group had no commitments or other off-balance sheet transactions open at June 30, 2021 and December 31, 2020.
The operations of the Group are affected by legislative, fiscal and regulatory developments for which provisions are made where deemed necessary. The Board of Directors concludes that as at June 30, 2021, no proceedings existed which could have any material effect on the financial position of the Group (December 31, 2020: none).
12. Significant shareholders
The Board of Directors is not aware of any major shareholder with a holding exceeding 3% of all votes as at June 30, 2021 and December 31, 2020.
13. Subsequent events
There have been no events subsequent to June 30, 2021, which would affect the condensed consolidated interim financial statements.