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BioNTech SE Quarterly Report for the Three Months Ended

Key Takeaway: Quarterly Report for the Three Months Ended March 31, 2021 Quarterly Report for the Three Months Ended March 31, 2021 Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statements of Financial Position 3 Interim Condensed Consolidated Statements

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Quarterly Report for the Three Months Ended March 31, 2021
Quarterly Report for the Three Months Ended March 31, 2021
Interim Condensed Consolidated Financial Statements
Interim Condensed Consolidated Statements of Financial Position 3
Interim Condensed Consolidated Statements of Profit or Loss 4
Interim Condensed Consolidated Statements of Comprehensive Income / (Loss ) 5
Interim Condensed Consolidated Statements of Changes in Stockholder's Equity 6
Interim Condensed Consolidated Statements of Cash Flows 7
Selected Explanatory Notes to the Interim Condensed Consolidated Financial Statements 8
1 Corporate Information 8
2 Basis of Preparation, Significant Accounting Policies and further Accounting Topics 8
3 Revenues from Contracts with Customers 10
4 Cost of Sales and Research and Development Expenses 11
5 Other Operating Income 12
6 Finance Income and Expenses 12
7 Income Tax 13
8 Financial Assets and Financial Liabilities 13
9 Share-Based Payments 15
10 Related Party Disclosures 16
11 Events after the Reporting Period 17
Operating and Financial Review and Prospects
Operating Results 18
Liquidity and Capital Resources 32
Risk Factors 36
Interim Condensed Consolidated Financial Statements
Interim Condensed Consolidated Statements of Financial Position
March 31, December 31,
(in millions) 2021 2020
Assets Note (unaudited)
Non-current assets
Intangible assets 165.2 163.5
Property, plant and equipment 242.4 227.0
Right-of-use assets 118.4 99.0
Other assets 1.0 1.0
Deferred tax assets 7 141.7 161.2
Total non-current assets 668.7 651.7
Current assets
Inventories 146.9 64.1
Trade and other receivables 8 2,395.1 165.5
Other financial assets 8 0.5 137.2
Other assets 69.6 61.0
Income tax assets 0.9 0.9
Deferred expenses 31.5 28.0
Cash and cash equivalents 891.5 1,210.2
Total current assets 3,536.0 1,666.9
Total assets 4,204.7 2,318.6
Equity and liabilities
Equity
Share capital 246.3 246.3
Capital reserve 1,514.5 1,514.5
Treasury shares (4.8) (4.8)
Retained earnings / (Accumulated losses) 718.5 (409.6)
Other reserves 9 45.1 25.4
Total equity 2,519.6 1,371.8
Non-current liabilities
Interest-bearing loans and borrowings 8 236.6 231.0
Other financial liabilities 7 73.0 31.5
Provisions 5.6 5.5
Contract liabilities 57.8 71.9
Other liabilities 1.0 0.6
Deferred tax liabilities - 0.3
Total non-current liabilities 374.0 340.8
Current liabilities
Interest-bearing loans and borrowings 8 18.0 9.1
Trade payables 8 106.2 102.3
Other financial liabilities 8 329.2 74.1
Government grants 5 3.2 92.0
Tax provisions 7 494.9 -
Other provisions 0.9 0.9
Contract liabilities 295.2 299.6
Other liabilities 63.5 28.0
Total current liabilities 1,311.1 606.0
Total liabilities 1,685.1 946.8
Total equity and liabilities 4,204.7 2,318.6
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
Interim Condensed Consolidated Statements of Profit or Loss
Three months ended March 31,
2021 2020
(in millions, except per share data) Note (unaudited) (unaudited)
Revenues
Research & development revenues 3 20.9 21.2
Commercial revenues 3 2,027.5 6.5
Total revenues 2,048.4 27.7
Cost of sales 4 (233.1) (5.9)
Research and development expenses 4 (216.2) (65.1)
Sales and marketing expenses (8.7) (0.5)
General and administrative expenses (38.9) (15.8)
Other operating expenses* (0.6) (0.1)
Other operating income* 5 111.3 0.4
Operating income / (loss) 1,662.2 (59.3)
Finance income** 6 24.8 6.4
Finance expenses** 6 (44.0) (0.1)
Interest expenses related to lease liabilities (0.7) (0.4)
Profit / (loss) before tax 1,642.3 (53.4)
Income taxes 7 (514.2) -
Profit / (Loss) for the period 1,128.1 (53.4)
Earnings per share
Basic profit / (loss) for the period per share 4.64 (0.24)
Diluted profit / (loss) for the period per share 4.39 (0.24)
* Foreign exchange differences related to operating activities on a cumulative basis are either shown as other operating income or expenses and might switch between those two positions during the year-to-date reporting periods.
** Foreign exchange differences not related to operating activities on a cumulative basis are either shown as finance income or expenses and might switch between those two positions during the year-to-date reporting periods.
The accompanying notes form an integral part of these interim consolidated financial statements.
Interim Condensed Consolidated Statements of Comprehensive Income / (Loss)
Three months ended March 31,
2021 2020
(in millions) Note (unaudited) (unaudited)
Profit / (Loss) for the period 1,128.1 (53.4)
Other comprehensive income / (loss)
Other comprehensive income / (loss) that may be reclassified to profit or loss in subsequent periods, net of tax
Exchange differences on translation of foreign operations 4.5 (0.1)
Net other comprehensive income / (loss) that may be reclassified to profit or loss in subsequent periods 4.5 (0.1)
Other comprehensive income / (loss) for the period, net of tax 4.5 (0.1)
Comprehensive income / (loss) for the period, net of tax 1,132.6 (53.5)
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
Interim Condensed Consolidated Statements of Changes in Stockholders' Equity
(in millions) Note Share capital Capital reserve Treasury shares Retained earnings / (Accumulated losses) Other reserves Total equity
As of January 1, 2020 232.3 686.7 (5.5) (424.8) 4.8 493.5
Loss for the period - - - (53.4) - (53.4)
Other comprehensive loss - - - - (0.1) (0.1)
Total comprehensive income - - - (53.4) (0.1) (53.5)
Share-based payments 8 - - - - 8.2 8.2
As of March 31, 2020 232.3 686.7 (5.5) (478.2) 12.8 448.1
As of January 1, 2021 246.3 1,514.5 (4.8) (409.6) 25.4 1,371.8
Profit for the period - - - 1,128.1 - 1,128.1
Other comprehensive income - - - - 4.5 4.5
Total comprehensive income - - - 1,128.1 4.5 1,132.6
Share-based payments 8 - - - - 15.2 15.2
As of March 31, 2021 246.3 1,514.5 (4.8) 718.5 45.1 2,519.6
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
Interim Condensed Consolidated Statements of Cash Flows
Three months ended March 31,
2021 2020
(in millions) (unaudited) (unaudited)
Operating activities
Profit / (Loss) for the period 1,128.1 (53.4)
Income taxes 514.2 -
Profit / (loss) before tax 1,642.3 (53.4)
Adjustments to reconcile profit / (loss) before tax to net cash flows:
Depreciation and amortization of property, plant, equipment and intangible assets 13.0 8.6
Share-based payment expense 17.3 8.4
Net foreign exchange differences (31.2) (0.3)
Gain on disposal of property, plant and equipment 0.2 0.1
Finance income (0.3) (0.4)
Interest on lease liability 0.7 0.4
Finance expense 44.0 0.1
Movements in government grants (67.9) -
Working capital adjustments:
Increase in trade and other receivables, contract assets and other assets (2,100.5) (2.1)
Decrease / (Increase) in inventories (82.8) 2.2
(Decrease) / Increase in trade payables, other financial liabilities, other liabilities, contract liabilities and provisions 255.5 (17.9)
Interest received 0.3 0.3
Interest paid (1.8) (0.5)
Income tax paid (0.1) (0.2)
Net cash flows used in operating activities (311.3) (54.7)
Investing activities
Purchase of property, plant and equipment (21.7) (6.3)
Proceeds from sale of property, plant and equipment 0.9 -
Purchase of intangibles assets and right-of-use assets (7.5) (2.1)
Acquisition of subsidiaries and businesses, net of cash acquired - (6.5)
Net cash flows used in investing activities (28.3) (14.9)
Financing activities
Proceeds from loans and borrowings - 2.9
Repayment of loans and borrowings (0.7) -
Payments related to lease liabilities (3.8) (0.9)
Net cash flows from/(used in) financing activities (4.5) 2.0
Net decrease in cash and cash equivalents (344.1) (67.6)
Change in cash and cash equivalents resulting from exchange rate differences 25.4 0.1
Cash and cash equivalents at January 1 1,210.2 519.1
Cash and cash equivalents at March 31 891.5 451.6
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
Selected Explanatory Notes to the Interim Condensed Consolidated Financial Statements
BioNTech SE is a limited company incorporated and domiciled in Germany. The registered office is located in Mainz, Germany (An der Goldgrube 12, 55131 Mainz). The accompanying unaudited interim condensed consolidated financial statements present the financial position and the results of operation of BioNTech SE and its subsidiaries and have been prepared on a going concern basis in accordance with the International Financial Reporting Standards, or IFRS as issued by the International Accounting Standards Board, or IASB. References to the "Company", "BioNTech", "Group", "we", "us" and "our" refer to BioNTech SE and its consolidated subsidiaries.
We combine decades of groundbreaking research in immunology, a wide array of computational discovery and therapeutic drug platforms for the rapid development of novel biopharmaceuticals. We leverage powerful new therapeutic mechanisms and exploit a diverse array of biological targets to harness the power of each patient's immune system to address the unique molecular signature of each patient's underlying disease. Our broad portfolio of oncology product candidates includes individualized and off-the-shelf mRNA-based therapies, innovative chimeric antigen receptor T cells, bi-specific checkpoint immuno-modulators, targeted cancer antibodies and small molecules. The breadth of our immunotherapy technologies and expertise enables us to develop potential therapies to address a range of rare and infectious diseases, and we rapidly mobilized these to address the COVID-19 pandemic with our COVID-19 vaccine, referred to as COMIRNATY in the European Union and certain other locations where we have received marketing approval.
During the three months ended March 31, 2021, a new entity BioNTech Turkey T bbi r nler Ve Klinik Ara tirma Ticaret Anonim irketi, which translates into English as BioNTech Turkey Pharmaceutical Products and Clinical Trials Trading JSC, Istanbul, Turkey, was founded in Turkey and is a wholly owned consolidated subsidiary of BioNTech SE.
Our unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2021 were authorized for issuance in accordance with a resolution of the audit committee on May 10, 2021.
Basis of Preparation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2021 have been prepared in accordance with IAS 34 Interim Financial Reporting.
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the consolidated financial statements, and should be read in conjunction with our audited consolidated financial statements and accompanying notes included in our Annual Report on Form 20-F as of and for the year ended December 31, 2020.
We prepare and present our unaudited interim condensed consolidated financial statements in Euros. If not stated differently, amounts are rounded and presented in millions of Euros. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them and figures presented in the explanatory notes may not add up to the rounded arithmetic aggregations.
The unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2021 include BioNTech SE and our subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Significant Accounting Judgments, Estimates and Assumptions
The preparation of the unaudited interim condensed consolidated financial statements requires our management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. This includes but is not limited to the judgment described as "Pfizer Agreement Characteristics" in the notes to our audited consolidated financial statements as of and for the year ended December 31, 2020. In order to determine our share of the collaboration partner's gross profits, we used certain information from the collaboration partner, including revenues from the sale of products, some of which is based on preliminary data shared between the partners. These estimated figures may change in future periods as we receive final data from our collaboration partner. Those changes in our share of the collaboration partner's gross profit are recognized prospectively as a change in estimates. Our management continually evaluates judgments and estimates, including such related to the fair value measurement of derivatives, revenues and expenses. Management bases its judgments and estimates on parameters available when the unaudited interim condensed consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond our control. Such changes are reflected in the assumptions when they occur.
Significant Accounting Policies
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of our audited consolidated financial statements as of and for the year ended December 31, 2020. Certain policies have been further described further below due to the activities related to and the transactions occurred during the three months ended March 31, 2021.
Foreign Currency Translation
Foreign currency translation effects related to operating activities include foreign exchange differences arising on operating items such as trade receivables and trade payables and are either shown as other operating income or expenses on a cumulative basis and might switch between those two positions during the year-to-date reporting periods. Foreign currency translation effects presented within finance income and expenses include foreign exchange differences arising on financing items such as loans and borrowings as well as foreign exchange differences arising on cash and cash equivalents and are either shown as finance income or expenses on a cumulative basis and might switch between those two positions during the year-to-date reporting periods.
The IFRS standards applied for the first time as of January 1, 2021, as disclosed in the notes to the audited consolidated financial statements as of and for the year ended December 31, 2020, had no impact on our unaudited interim condensed consolidated financial statements as of and the three months ended March 31, 2021.
As we advance our clinical programs, we are in close contact with our principal investigators and clinical sites, and are assessing the impact on the clinical trials, expected timelines and costs on an ongoing basis. We have modified the business practices in response to the spread of COVID-19, including restricting employee travel, developing social distancing plans for employees and cancelling physical participation in meetings, events and conferences. In addition, for certain programs, including BNT111, BNT113, BNT122, BNT141 and BNT142 (RiboMabs), BNT151 and BNT152/153 (RiboCytokines), BNT161 (Influenza) and BNT171 (Rare Disease), the commencement of trials has been delayed, due to slowed patient enrollment and other delays as a result of the COVID-19 pandemic.
After several months of delay to focus efforts on our COVID-19 vaccine, we started Phase 1 clinical trials for BNT211 (CARVac), BNT151 (RiboCytokines)and BNT 411 (TLR-agonist) until March 2021 and started a Phase 1 clinical trial for BNT221 (NEO-PTC-01, a neoantigen-based T-cell therapy) in April 2021. These disruptions, even temporary, may negatively impact our operations and overall business by delaying the progress of the clinical trials and preclinical studies. Our operations, including research and manufacturing, could also be negatively impacted due to the potential impact of staff absences as a result of self-isolation procedures or extended illness. Such factors were evaluated and considered when preparing these unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2021. We will continue to evaluate observed and potential effects of the COVID-19 pandemic.
Disaggregated information on revenues
Set out below is the disaggregation of our revenues from contracts with customers:
Three months ended March 31,
(in millions) 2021 2020
Research & development revenues from collaborations 20.9 21.2
Genentech Inc. 12.6 15.6
Shanghai Fosun Pharmaceutical (Group) Co., Ltd 7.4 0.4
Other 0.9 5.2
Commercial revenues 2,027.5 6.5
COVID-19 vaccine revenues 2,015.6 -
Sales to collaboration partners* 63.9 -
Direct product sales to customers 199.8 -
Share of collaboration partner's gross profit and sales milestones 1,751.9 -
Other sales 11.9 6.5
Total 2,048.4 27.7
*Represents sales to our collaboration partners of products manufactured by us.
Research & Development Revenues from Collaborations
As part of our BNT162 vaccine program against COVID-19, we are collaborating with Pfizer Inc., or Pfizer, and Shanghai Fosun Pharmaceutical (Group) Co., Ltd, or Fosun Pharma. The collaboration with Fosun Pharma to develop a COVID-19 vaccine in China progressed during the three months ended March 31, 2021. Upon receiving the authorization for emergency use and launching our COVID-19 vaccine in Hong Kong, development and regulatory milestones of 7.4 million have been achieved and recognized as research and development revenues during the three months ended March 31, 2021.
Our collaboration with Genentech Inc., or Genentech, and other collaboration programs have progressed during the three months ended March 31, 2021 and revenues of 13.5 million compared to 20.8 million of revenues during the three months ended March 31, 2020, have been derived from deferred upfront payments measured based on the costs or time incurred under the respective research programs.
During the three months ended March 31, 2021 commercial revenues increased due to rapidly increasing the supply of our COVID-19 vaccine worldwide. We are the marketing authorization holder in the European Union, and holder of emergency use authorizations or similar authorizations in the United States (together with Pfizer), United Kingdom, Canada, Turkey and other countries in advance of a planned application for full marketing authorizations in these countries. Pfizer has marketing and distribution rights worldwide with the exception of China, Germany, and Turkey. Fosun Pharma has
marketing and distribution rights in China. The allocation of marketing and distribution rights defines territories in which the collaboration partners act as a principal.
Whenever responsibilities in the manufacturing and supply process of the COVID-19 vaccine shift and the COVID-19 vaccine is transferred, the vaccine is sold from one partner to the other. During the three months ended March 31, 2021, we recognized 63.9 million revenues from selling drug product batches manufactured by us to our partners.
By supplying our territories during the three months ended March 31, 2021, we recognized 199.8 million of revenues from direct COVID-19 vaccine sales. The share of gross profit that Pfizer as collaboration partner has earned based on these sales is recognized as cost of sales.
Based on COVID-19 vaccine sales in the collaboration partners' territories, we are eligible to receive a share of their gross profit which represents a net figure and is recognized as collaboration revenues during the commercial phase together with sales milestones that are recorded once the underlying thresholds are met. During the three months ended March 31, 2021, 1,504.7 million gross profit share and 247.2 million sales milestones have been recognized. In order to determine our share of our collaboration partner's gross profits, we used certain information from the collaboration partners, including revenues from the sale of products, some of which is based on preliminary data shared between the partners and might vary once final data is available.
The revenues from contracts with customers were recognized as follows:
Three months ended March 31,
(in millions) 2021 2020
Timing of revenue recognition
Goods and services transferred at a point in time 273.7 4.9
Goods and services transferred over time 1,774.7 22.8
Total 2,048.4 27.7
In addition to cost of sales that incur as we expand our commercial activities, our nature of business and primary focus of activities, including the development of our platforms and manufacturing technologies, generate a significant amount of research and development expenses.
The cost of sales recognized during the three months ended March 31, 2021 and March 31, 2020 are shown in the following table:
Three months ended March 31,
(in millions) 2021 2020
Cost of sales related to COVID-19 vaccine revenues 223.2 -
Cost related to other sales 9.9 5.9
Total 233.1 5.9
The research and development expenses recognized during the three months ended March 31, 2021 and March 31, 2020 are shown in the following table:
Three months ended March 31,
(in millions) 2021 2020
Purchased services 141.9 18.4
Wages, benefits and social security expense 47.5 27.1
Laboratory supplies 11.4 8.2
Depreciation and amortization 7.5 7.1
Other 7.9 4.3
Total 216.2 65.1
The other operating income recognized during the three months ended March 31, 2021 and March 31, 2020 is shown in the following table:
Three months ended March 31,
(in millions) 2021 2020
Government grants 67.9 -
Foreign exchange differences, net 40.7 -
Other 2.7 0.4
Total 111.3 0.4
During the three months ended March 31, 2021 other operating income was mainly derived from a government grant for which we became eligible as part of an initiative by the German Federal Ministry of Education (Bundesministerium f r Bildung und Forschung, or the BMBF) to support our COVID-19 vaccine program, BNT162. The proportion of the grant that related to expenses incurred is recognized as other operating income with an amount of 67.1 million.
The finance income and expenses recognized during the three months ended March 31, 2021 and March 31, 2020 are shown in the following table:
Three months ended March 31,
(in millions) 2021 2020
Foreign exchange differences, net 24.5 6.0
Interest income 0.3 0.4
Total 24.8 6.4
Three months ended March 31,
(in millions) 2021 2020
Fair value adjustments of financial instruments measured at fair value 41.5 -
Amortization of financial instruments 2.5 0.1
Total 44.0 0.1
For the three months ended March 31, 2021, income taxes are calculated based on the best estimate of the weighted average annual income tax rates expected for the full financial year (estimated annual effective income tax rate) on ordinary income before tax plus the tax effect of any discrete items. Our effective income tax rate was 31.3% for the three months ended March 31, 2021. Income taxes were recognized with respect to the German tax group and BioNTech Manufacturing Marburg GmbH. For the German tax group, the estimated annual effective income tax rate anticipates the full use of the tax loss carry forwards resulting in an expense of the deferred tax assets over the fiscal year 2021. Consequently, during the three months ended March 31, 2021, a proportionate amount of the deferred tax assets related to the tax loss carryforward was utilized. As of March 31, 2021, we continue to maintain a valuation allowance against deferred tax assets of our U.S. tax group as there is not sufficient probability in terms of IAS 12 that there will be future taxable profits available against which the unused tax losses and temporary differences can be utilized.
The income taxes recognized during the three months ended March 31, 2021 and March 31, 2020 are shown in the following table:
Three months ended March 31,
(in millions) 2021 2020
Current income taxes 495.1 -
Deferred taxes 19.1 -
Income taxes 514.2 -
Set out below, is an overview of financial assets, other than cash and cash equivalents, held as of March 31, 2021 and December 31, 2020:
Financial assets at amortized cost
(in millions) March 31, 2021 December 31, 2020
Trade and other receivables 2,395.1 165.5
Other financial assets 0.5 137.2
Total 2,395.6 302.7
Total current 2,395.6 302.7
Total non-current - -
Trade and other receivables significantly increased mainly due to the trade and other receivables from our COVID-19 collaboration with Pfizer, under which the settlement of receivables is dependent upon their quarterly financial reporting cycle. As Pfizer's fiscal quarter for subsidiaries outside the United States differ from ours, it creates a time lag between the recognition of revenues and payment receipt. Therefore, certain trade and other receivables are outstanding that mainly relate to gross profit shared from COVID-19 vaccine sales in territories outside the United States. The other financial assets decreased as the advance-payment which had been received by our collaboration partner on future deliveries was paid to us during the three months ended March 31, 2021.
Set forth below is an overview of financial liabilities, other financial liabilities and trade payables held by the Group as of March 31, 2021 and December 31, 2020:
Interest-bearing loans and borrowings
(in millions) Maturity March 31, 2021 December 31, 2020
Lease liabilities 98.0 84.2
Convertible note - host contract 08/28/2024 88.2 87.5
3.50% 50,000,000 secured bank loan 12/21/2026 47.6 47.2
2.15% 10,000,000 secured bank loan 12/30/2027 8.7 9.0
2.08% 9,450,000 secured bank loan 09/30/2028 8.6 8.7
1.90% 3,528,892.48 secured bank loan 05/30/2039 3.5 3.5
Total 254.6 240.1
Total current 18.0 9.1
Total non-current 236.6 231.0
Trade payables and other financial liabilities
(in millions) March 31, 2021 December 31, 2020
Derivatives not designated as hedging instrument
Convertible note - embedded derivative 72.4 30.9
Financial liabilities at fair value through profit or loss
Contingent consideration 0.6 0.6
Total financial liabilities at fair value 73.0 31.5
Trade payables and other financial liabilities at amortized cost, other than interest-bearing loans and borrowings
Trade payables 106.2 102.3
Other financial liabilities 329.2 74.1
Total trade payables and other financial liabilities at amortized cost, other than interest-bearing loans and borrowings 435.4 176.4
Total trade payables and other financial liabilities 508.4 207.9
Total current 435.4 176.4
Total non-current 73.0 31.5
Total financial liabilities
(in millions) March 31, 2021 December 31, 2020
Interest-bearing loans and borrowings 254.6 240.1
Trade payables and other financial liabilities 508.4 207.9
Total 763.0 448.0
Total current 453.4 185.5
Total non-current 309.6 262.5
Other financial liabilities increased mainly due to obligations incurred from our license agreements.
Risk management activities
No changes have occurred regarding our risk management activities as disclosed in the notes to the audited consolidated financial statements as of and for the year ended December 31, 2020.
Fair values of cash and cash equivalents, trade receivables, trade payables, and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The financial liabilities measured at amortized cost include four fixed-interest rate loans as well as our issued convertible note. As of March 31, 2021 and December 31, 2020, the carrying value approximates their fair values as there have been no significant changes in relevant interest rates since the inception of the respective loans and note.
The fair values of financial instruments measured at fair value are reassessed on a quarterly basis. Unchanged to December 31, 2020, we used the Cox-Rubinstein binomial tree model to determine the fair value of the embedded derivative as of March 31, 2021. The valuation technique is based on significant observable inputs (Level 2) and described in further detail in Note 12 our audited consolidated financial statements included in our Annual Report on Form 20-F as of and for the year ended December 31, 2020. The fair value adjustment derived from remeasuring the embedded derivative was recognized as finance expenses in profit or loss and amounted to 41.5 million during the three months ended March 31, 2021. The initial fair value of the contingent consideration determined at acquisition remains valid since no changes of the underlying performance criteria have occurred.
Expense arising from share-based payment arrangements
During the three months ended March 31, 2021 and March 31, 2020, the following share-based payment arrangements existed leading to the expenses recognized for services received during the respective periods as shown in the following table:
Three months ended March 31,
(in millions) 2021 2020
Expense arising from equity-settled share-based payment arrangements 15.2 8.2
Employee Stock Ownership Plan 4.5 4.3
Chief Executive Officer Grant 1.7 3.2
Management Board Grant 0.5 0.7
BioNTech 2020 Employee Equity Plan for employees based in Europe 8.5 -
Expense arising from cash-settled share-based payment arrangements 2.1 0.2
Management Board Grant 0.1 0.2
BioNTech 2020 Restricted Stock Unit Plan for North America Employees 2.0 -
Total 17.3 8.4
Cost of sales 1.7 0.2
Research and development expenses 12.1 6.6
General and administrative expenses 3.5 1.6
Total 17.3 8.4
Changes in share-based payment arrangements
New share-based payment arrangements and material changes to arrangements that occurred during the three months ended March 31, 2021 are shown below. A detailed description of our share-based
payment arrangements is included in Note 17 to our audited consolidated financial statements included in our Annual Report on Form 20-F as of and for the year ended December 31, 2020.
BioNTech 2020 Employee Equity Plan for employees based in Europe (Equity-Settled)
In December 2020, we adopted the BioNTech 2020 Employee Equity Plan for employees based in Europe, or the European Plan. Under the European Plan Restricted Cash Units, or RSUs, are offered to our employees. As of the grant date in February 2021, with implementing the European Plan for the calendar year 2020, award agreements were entered into with all of our employees who are eligible under the European Plan, or the LTI 2020 program. In addition, further award agreements were entered into with employees who did not participate in the Employee Stock Ownership Plan, or ESOP, or the LTI-plus program. The LTI 2020 program vests annually in equal installments after four years and the LTI-plus program vests annually in equal installments after two years, with both programs commencing in December 2020. Moreover, the LTI-plus program contains a non-vesting condition concerning 50% of the granted RSUs; these units will be awarded to the participants after the U.S. Food and Drug Administration, or the FDA, fully approves BNT162b2, our COVID-19 vaccine. As we have the ability to determine the method of settlement, both programs were classified as equity-settled. The cost of the awards will be recognized over the relevant service period, applying the graded vesting method.
The following tables displays the RSU's granted during the three months ended March 31, 2021.
Restricted Stock Units Weighted average fair value ( )
Granted under LTI 2020 program 245,926 78.38
Granted under LTI-plus program 381,560 78.77
As of March 31, 2021 627,486 78.62
The fair value of the awards is based upon the price of our ADSs representing ordinary shares at grant date. An estimate for the number of equity instruments for which service conditions are expected to be satisfied is calculated including a retention assumption and will be revised in case material differences arise. Ultimately, a true-up to the number satisfied until settlement date will be recorded.
BioNTech 2020 Restricted Stock Unit Plan for North America Employees (Cash-Settled)
In December 2020, we adopted the BioNTech 2020 Restricted Stock Unit Plan for North America Employees, or the North American Plan. Under the North American Plan, RSUs are offered to our employees. These RSUs generally vest over four years, with 25% vesting one year after the service commencement date and the remainder vesting in equal quarterly installments thereafter. The first awards under the North American Plan were granted in February 2021. The service date for these awards is the date as of which the employee became employed by BioNTech US. As these RSUs are intended to be cash-settled upon vesting, the awards were defined as a cash-settled share-based payment arrangement. The liability related to these awards is measured, initially and at the end of each reporting period until settled, at the fair value of the award considering the price of the ADSs representing our ordinary shares. The cost of the awards will be recognized over the relevant service period, applying the graded vesting method.
ATHOS KG, Holzkirchen, Germany is the sole shareholder of AT Impf GmbH, Munich, Germany and beneficial owner of our ordinary shares. ATHOS KG via AT Impf GmbH has de facto control over us based on its substantial shareholding, which enabled it to exercise the majority of voting rights to pass resolutions at our Annual General Meeting. Entities controlled by ATHOS KG mainly provide rental
and property management activities and sell property, plant and equipment to us. The total amount of transactions with ATHOS KG or entities controlled by them was as follows for the periods indicated:
Last updated: May 10, 2021