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Brockhaus Technologies AG
Quarterly Report • Nov 14, 2024
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Quarterly Report
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2BROCKHAUS TECHNOLOGIES
Quarterly Statement
9M 2024
Brockhaus Technologies at a glance
Significant developments
Group results of operations
Brockhaus Technologies performed successfully in a challenging market environment in the reporting period and confirms the forecast for fiscal year 2024.
The Group's revenue increased by $22.9 \%$ to $€ 175,339$ thousand in 9M 2024 and total output by $24.2 \%$ to $€ 178,289$ thousand. The slightly higher increase in total output compared with revenue is attributable primarily to the rise in own work capitalized arising from development costs. In a step aimed at covering the central technology expertise with internal resources, the development team in the HR Benefit \& Mobility Platform segment was substantially expanded. Previously, development activities were marked by a high degree of outsourcing. Project controlling for the new internal development resources was significantly enhanced in the reporting period. As a result, the costs incurred in this regard can be measured more reliably, which led to their mandatory capitalization.
Due to the acquisition of four sales agencies of Bikeleasing during the course of the year 2023, the sales commissions paid to these sales agencies did not incur in cost of materials in the reporting period anymore. As a result, the increase of $19.2 \%$ in the cost of materials to $€ 58,704$ thousand was lower than revenue growth. At the same time, personnel expenses now include the costs of the employees of the sales agencies taken over in the acquisitions. As a result, and due to the increase in headcount following the acquisition of Probonio, personnel expenses rose disproportionately by $36.2 \%$ to $€ 31,782$ thousand. Other operating expenses increased by $31.0 \%$ to $€ 26,304$ thousand. This was driven in particular by expenses of $€ 2,827$ thousand in connection with the introduction of a new ERP system at Bikeleasing. Amortization of intangible assets identified in initial consolidation increased by $22.8 \%$ to $€ 14,136$ thousand as a result of the acquisition of the four sales agencies in 2023 and the acquisition of Probonio GmbH in April 2024. Other depreciation of property, plant and equipment and amortization of intangible assets increased by $16.5 \%$ to $€ 3,796$ thousand.
Finance costs increased from $€ 13,342$ thousand to $€ 19,640$ thousand. The main reason for this increase was the complete writedown of the earn-out receivable from the sale of Palas amounting to $€ 8,228$ thousand (Note 3) in Q2 2024. This expense item was the primary reason why profit for the period fell from $€ 15,628$ thousand in the previous year to $€ 14,325$ thousand. This expense does not result in any cash outflow. The high tax rate of $46.2 \%$ in the reporting period also resulted from the write-down expense for the earn-out receivable. This expense is recognized under IFRS but not in the tax accounts, therefore it did not have a corresponding effect in reducing income tax.
Segment results of operations
The Group's revenue growth of $22.9 \%$ was driven largely by a $33.5 \%$ growth in the HR Benefit \& Mobility Platform segment (formerly: Financial Technologies). By contrast, revenue in the Security Technologies segment was down $17.8 \%$ year-on-year.
To enhance the information value of the segment reporting and in line with the Group's internal reporting, the information for the comparative period is presented on a pro forma basis following the acquisitions of the four sales agencies in the HR Benefit \& Mobility Platform segment in the previous year. This presents the Group's earnings figures for 2023 as if the four sales agencies acquired had already been part of Brockhaus Technologies as of January 1, 2023. Non-pro forma values are designated as "as-is."
HR Benefit \& Mobility Platform
Revenue in the HR Benefit \& Mobility Platform segment (Bikeleasing and Probonio) rose by $33.5 \%$ to $€ 151,104$ thousand in 9M 2024 (9M 2023: €113,185 thousand). Growth in the number of corporate customers also continued in Q3 2024, building on the steady growth of the previous quarters. As of September 30, 2024, the number of companies connected to Bikeleasing's digital platform was 70 thousand, which corresponds to growth of $25.6 \%$ over the last twelve months (LTM). These corporate customers employed 3.7 million employees as of the reporting date ( $16.9 \%$ LTM growth). The number of new bikes brokered through the Bikeleasing platform in 9M 2024 was 123 thousand, which reflects a decrease of $5.7 \%$ compared to 9M 2023 (131 thousand units). In the first quarter of the reporting period, there was a $4.0 \%$ decline in new bikes brokered. This contrasted with a growth of $4.6 \%$ in the second quarter of 2024 compared with Q2 2023. In a dry April, the number of new bikes brokered grew significantly by $30.0 \%$ compared with the same month of the previous year. In May and June, the sometimes stormy rainfall and a general consumer restraint caused employees to be cautious about ordering new company bicycles. The difficult unit sales situation continued in Q3 2024 and the number of new bicycles brokered was down $17.1 \%$ year-on-year.
In addition to weather-related factors and general consumer restraint in the market, the reduced number of bicycles brokered was significantly influenced by two further factors. Both of them relate to measures that the Group took deliberately to safeguard the segment's robust results of operations. On the one hand, the conversion of existing customers to the variable leasing factor is in fact making further progress, which is why around $90 \%$ of the connected employees have now been migrated to the new system. However, customers with around $10 \%$ of the employee base have still not yet agreed to the new contract system, which has led to a slowdown in new orders from these customers. On the other hand, credit rating downgrades of individual corporate customers across many sectors due to the economic situation meant that Bikeleasing rejected an unusually high number of inquiries from existing and new customers in order to ensure the continued high quality of the receivables portfolio. This had a negative impact on new orders, but is intended to ensure that customer defaults at Bikeleasing remain at the historically very low level of under $1 \%$.
The significant increase in revenue, despite the decline in the number of new bicycles brokered, resulted mainly from the successful ongoing conversion of existing and new customers to a variable leasing factor (monthly leasing payment in relation to the acquisition cost of the bike). The average earnings per new bicycle brokered increased year-on-year as a result of the adjustment of the leasing factor to the higher interest rate environment. Accordingly, income per bicycle was up $42.6 \%$ compared with 9 M 2023 , when it was still negatively affected by the rise in market interest rates.
In addition, revenue from the resale of bicycles at the end of the lease term recorded a significant increase. This was because volume growth in the resale business is mainly driven by business growth three years ago (contracts generally have a term of three years). This means that trends in resale proceeds are largely independent of current unit sales developments.
| Reportable segments | ||||||||
|---|---|---|---|---|---|---|---|---|
| HR Benefit \& Mobility Platform | Security Technologies | Central Functions and consolidation | Group | |||||
| € thousand | 9M 2024 | Pro forma 9M 2023 | 9M 2024 | 9M 2023 | 9M 2024 | 9M 2023 | 9M 2024 | Pro forma 9M 2023 |
| Revenue | 151,104 | 113,185 | 24,235 | 29,500 | - | (1) | 175,339 | 142,684 |
| Revenue growth | $33.5 \%$ | (17.8\%) | - | 22.9\% | ||||
| Gross profit | 101,252 | 77,167 | 18,012 | 22,024 | 321 | 265 | 119,585 | 99,455 |
| Gross profit margin | $67.0 \%$ | $68.2 \%$ | $74.3 \%$ | $74.7 \%$ | $68.2 \%$ | $69.7 \%$ | ||
| Adjusted EBITDA | 70,620 | 55,466 | 3,210 | 7,787 | $(5,815)$ | $(4,474)$ | 68,015 | 58,779 |
| Adjusted EBITDA margin | $46.7 \%$ | $49.0 \%$ | $13.2 \%$ | $26.4 \%$ | $38.8 \%$ | $41.2 \%$ | ||
| Adjusted EBIT | 68,266 | 53,342 | 1,981 | 6,743 | $(6,028)$ | $(4,564)$ | 64,219 | 55,521 |
| Adjusted EBIT margin | $45.2 \%$ | $47.1 \%$ | $8.2 \%$ | $22.9 \%$ | $36.6 \%$ | $38.9 \%$ |
At $67.0 \%$, the gross profit margin was slightly below the prior-year period (9M 2023: 68.2\%). The main reason for this was the increased revenue share of resale proceeds, which have a positive but significantly lower gross profit margin than the segment's other revenue components. The rise in own work capitalized to $€ 1,415$ thousand resulting from the internalization of development capacities had a positive effect on the gross profit margin. Excluding the resale business and own work capitalized, the gross profit margin was $92.1 \%$ (9M 2023: 88.7\%). This increase was largely attributable to the ongoing switch to the variable leasing factor.
At $46.7 \%$, the adjusted EBITDA margin was below the previous year's level (9M 2023: 49.0\%). In addition to the slightly lower gross profit margin, this is due to the increase in personnel and other operating expenses to enable the segment's strong long-term growth. Among other things, this is attributable to the acquisition of Probonio and the establishment of Bike2Future for marketing and brokering used bicycles via B2B and B2C channels and the associated growth measures. This effect was also reflected in the adjusted EBIT margin of $45.2 \%$ (9M 2023: 47.1\%).
In the course of the integration of Probonio GmbH (Probonio), which was acquired in April 2024, Probonio's benefit offering has been successively rolled out to Bikeleasing's existing corporate customers since Q3 2024. The first sales initiatives were launched at the end of August with a small group of Bikeleasing customers. Due to the fact that the year is already well advanced, as well as the non-recurring integration and roll-out costs, we do not currently expect Probonio to make a significant contribution to earnings in fiscal year 2024. Based on the results of a pilot customer survey conducted in Q2 2024, we expect Probonio to make a positive contribution to adjusted EBITDA in the mid-single-digit million range in 2025.
Security Technologies
Despite the significant rise in revenue in the third quarter ( $€ 9,958$ thousand), revenue in the Security Technologies (IHSE) segment in the reporting period was $17.8 \%$ down on the prior-year period, at $€ 24,235$ thousand (9M 2023: $€ 29,500$ thousand). This was primarily attributable to typical fluctuations in the project business. In the comparative period, revenue includes a large single order in the Americas region that, with a volume of over 68 million, was the largest single order in the company's history. In the reporting period, revenue in the Americas region, which amounted to $€ 5,495$ thousand, was therefore also significantly lower than the prior-year figure of $€ 15,269$ thousand. At $€ 15,040$ thousand, revenue in EMEA grew year-on-year (9M 2023: $€ 12,311$ thousand). The APAC region continues to be shaped by China's efforts to uncouple from the West. Nevertheless, revenue in this region grew by $92.7 \%$ year-on-year to $€ 3,700$ thousand (9M 2023: $€ 1,920$ thousand).
At $74.3 \%$, the gross profit margin was almost on the comparative period's level ( $74.7 \%$ ). Fluctuations in the gross profit margin can regularly be observed for IHSE but are generally not expected to impact the year as a whole. This is explained by both different gross profit margins for large deliveries (customer and product mix) as well as significant reporting date-related fluctuations in changes in inventory.
The adjusted EBITDA margin for 9 M 2024 fell from $26.4 \%$ to $13.2 \%$, despite the high margin contribution of Q3 2024 (28.5\%). The same applies to the EBIT margin, which was down on the previous year at $8.2 \%$ (9M 2023: $22.9 \%$ ). The main factor behind this was the lower level of revenue in 9M 2024, combined with fixed costs in the area of personnel and other operating expenses. When viewing the year as a whole, we expect this effect to level out, and the adjusted EBITDA and EBIT margins to be at a significantly higher level compared to 9M 2024.
This expectation is reinforced by the current order situation - in terms of both order backlog and order pipeline. As of September 30, 2024, the segment's order backlog stood at a comparatively high level of $€ 8.3$ million (December 31, 2023: €4.6 million)
Central Functions
(not a reportable segment under IFRS)
Expenses in Central Functions increased year-on-year. This was attributable primarily to higher consulting fees in connection with the review of potential corporate transactions.
Net assets
Compared to December 31, 2023, total assets increased by 3.0\%, from $€ 666,180$ thousand to $€ 686,113$ thousand, and were split between $81.1 \%$ non-current and $18.9 \%$ current assets as of the reporting date. The largest items by value were intangible assets including goodwill ( $€ 349,318$ thousand), lease receivables ( $€ 190,392$ thousand), cash and cash equivalents ( $€ 44,615$ thousand), trade receivables ( $€ 49,791$ thousand) and other financial assets ( $€ 15,960$ thousand). Intangible assets relate primarily to the customer base, basic technologies and trademarks identified in the course of purchase price allocation for the subsidiaries (PPA assets) as well as goodwill.
Financial position
The Group's cash and cash equivalents as per September 30, 2024 amounted to $€ 44,615$ thousand (December 31, 2023: $€ 53,666$ thousand). With senior loans of $€ 61,978$ thousand, subordinated loans of $€ 14,206$ thousand and real estate loans of $€ 75$ thousand, the net debt from loans amounted to $€ 31,643$ thousand (December 31, 2023: $€ 31,402$ thousand). Including other financial liabilities ( $€ 17,672$ thousand) and financial liabilities from lease refinancing ( $€ 183,470$ thousand) deducted by lease receivables ( $€ 190,392$ thousand), net debt decreased significantly to $€ 42,393$ thousand (December 31, 2023: $€ 58,539$ thousand). This corresponds to a factor of $0.56 x$ (leverage) of adjusted pro-forma EBITDA for the last twelve months (LTM).
| $€$ thousand | Sept. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Net debt | 42,393 | 58,539 |
| Adjusted LTM EBITDA (pro forma) | 76,224 | 66,988 |
| Leverage | $\mathbf{0 . 5 6 x}$ | $\mathbf{0 . 8 7 x}$ |
The deferred tax liabilities of $€ 62,425$ thousand relate mainly to the customer bases, basic technologies and trademarks identified in the course of purchase price allocation for the acquisitions of the subsidiaries (PPA assets) and will be reversed through profit or loss (with no effect on cash flow) in the future as these PPA assets are amortized.
Group equity at the reporting date was $€ 294,760$ thousand, equal to $43.0 \%$ of total assets (December 31, 2023: 44.7\%). The decline was due to distributions to non-controlling shareholders and the payment of dividends to the shareholders of Brockhaus Technologies AG.
Cash flow from operating activities amounted to $€ 27,660$ thousand (9M 2023: $€ 12,369$ thousand) or $€ 31,191$ thousand before income tax payments (9M 2023: $€ 17,856$ thousand). Thereof, an operating cash flow of $€ 27,596$ thousand relates to the third quarter of 2024, which is the highest quarterly value since Brockhaus Technologies was founded. Because of the seasonally high business volume in the summer and the associated generally high working capital and refinancing backlog, the majority of the Group's cash flow from operations is typically generated in the second half of the year.
Cash flow from investing activities amounted to $€-7,027$ thousand (9M 2023: $€ 39$ thousand) and primarily consisted of the $€ 1,782$ thousand paid for the purchase price (less cash and cash equivalents acquired) in the acquisition of Probonio GmbH, capitalized development costs ( $€ 2,606$ thousand), payments to acquire property, plant and equipment ( $€ 1,193$ thousand), and payments to acquire intangible assets ( $€ 1,446$ thousand). In the comparative period, cash flow from investing activities had been driven by proceeds from the sale of the IHSE property ( $€ 10,000$ thousand) and outflows for the acquisition of Bikeleasing retail agencies ( $€-7,406$ thousand).
Cash flow from financing activities amounted to $€-31,419$ thousand (9M 2023: $€-9,953$ thousand). The primary components are listed in the following.
$>\quad €-10,000$ thousand, repayment of a registered bond in the HR Benefit \& Mobility Platform segment
$>\quad € 15,000$ thousand, issuance of a new registered bond to replace that
$>\quad €-12,663$ thousand, distributions to non-controlling interest holders: Bikeleasing distributed $€ 28,000$ thousand to its shareholders in the reporting period. $€ 15,337$ thousand of those distributions were attributable to intermediate holding company BCM Erste Beteiligungs GmbH (BCM Erste), which is controlled by Brockhaus Technologies AG. The remaining amount was distributed to non-Group shareholders. The distributions were made according to the respective interests in Bikeleasing held by its shareholders.
$>\quad €-15,300$ thousand, repayment (incl. payment of accrued interest) of the subordinated loan by intermediate holding company BCM Erste from the distribution of Bikeleasing
$>\quad €-2,000$ thousand, regular repayment of the senior acquisition loan in the Security Technologies segment
$>\quad €-2,298$ thousand, payment of the 2023 dividend to the shareholders of Brockhaus Technologies AG
Forecast
The forecast of Brockhaus Technologies for fiscal year 2024 remains unchanged, at revenue of between $€ 220$ million and $€ 240$ million, and adjusted EBITDA of between $€ 80$ million and $€ 90$ million.
Disclaimer
This Quarterly Statement contains forward-looking statements that are based on management's current estimation of the future performance of the Group. This estimation was made on the basis of all information available as of the preparation date of this Quarterly Statement. Forward-looking statements are subject to uncertainties - as described in the risks and opportunities section of our 2023 Combined Management Report - that are beyond the Group's control. This especially concerns Russia's ongoing war of aggression in Ukraine, the conflict in the Middle East, the continuing supply bottlenecks, China's efforts to uncouple from the West, an energy sector in transition and the high inflation, which has in turn led to a strong increase in interest rates. If the assumptions on which these expected developments are based are not accurate, or if the risks or opportunities described were to materialize, actual results may differ significantly from the statements made in the forecast. If the underlying information changes in such a way that a deviation from the forecast is more likely than not, Brockhaus Technologies will notify this in accordance with the statutory disclosure requirements.
Events after September 30, 2024
There were no significant events between September 30, 2024, and the date this Quarterly Statement was approved for publication by the Executive Board.
Financial information
(unaudited)
Information on our alternative performance measures can be found on page 14.
Consolidated statement of comprehensive income
| € thousand | 9M 2024 | 9M 2023 |
|---|---|---|
| Revenue | 175,339 | 142,684 |
| Increase/ (decrease) in finished goods and work in progress | 344 | 177 |
| Other own work capitalized | 2,606 | 734 |
| Total output | 178,289 | 143,595 |
| Cost of materials | $(58,704)$ | $(49,266)$ |
| Gross profit | 119,585 | 94,329 |
| Personnel expenses excluding share-based payments | $(30,720)$ | $(22,840)$ |
| Personnel expenses from share-based payments | $(1,062)$ | $(496)$ |
| Other operating expenses | $(26,304)$ | $(20,078)$ |
| Impairment loss on receivables | $(409)$ | $(333)$ |
| Other operating income | 2,445 | 2,915 |
| Amortization of intangible assets identified in initial consolidation | $(14,136)$ | $(11,514)$ |
| Other depreciation of property, plant and equipment and amortization of intangible assets | $(3,796)$ | $(3,258)$ |
| Finance costs | $(19,640)$ | $(13,342)$ |
| Finance income | 681 | 294 |
| Financial result | $(18,959)$ | $(13,049)$ |
| Earnings before tax | 26,644 | 25,678 |
| Income tax expense | $(12,319)$ | $(10,050)$ |
| Profit or loss for the period | 14,325 | 15,628 |
| of which attributable to BKHT shareholders | $(2,306)$ | 2,720 |
| of which attributable to non-controlling interests | 16,631 | 12,908 |
Consolidated statement of comprehensive income (continued)
| € thousand | 9M 2024 | 9M 2023 |
|---|---|---|
| Foreign currency translation adjustments* | (131) | 134 |
| Total comprehensive income | 14,194 | 15,762 |
| of which attributable to BKHT shareholders | $(2,437)$ | 2,854 |
| of which attributable to non-controlling interests | 16,631 | 12,908 |
| Earnings per share | ||
| Weighted average number of shares outstanding | $10,447,666$ | $10,947,637$ |
| Earnings per share** (€) | $(0.22)$ | 0.25 |
- Other comprehensive income that may be reclassified to profit or loss in subsequent periods
** Basic earnings per share is equal to diluted earnings per share.
Consolidated statement of financial position
| € thousand | Sept. 30, 2024 | Dec. 31, 2023 |
|---|---|---|
| Assets | ||
| Property, plant and equipment | 13,505 | 12,868 |
| Intangible assets and goodwill | 349,318 | 356,600 |
| Non-current trade receivables | 27,180 | 18,404 |
| Non-current leasing receivables | 165,245 | 139,544 |
| Deferred tax assets | 987 | 985 |
| Non-current assets | 556,236 | 528,401 |
| Inventories | 18,385 | 17,697 |
| Current trade receivables | 22,610 | 17,316 |
| Contract assets | 861 | 510 |
| Current leasing receivables | 25,147 | 27,657 |
| Other financial assets | 15,960 | 19,445 |
| Prepayments | 2,297 | 1,488 |
| Cash and cash equivalents | 44,615 | 53,666 |
| Current assets | 129,877 | 137,778 |
| Total assets | 686,113 | 666,180 |
€ thousand
Sept. 30, 2024 Dec. 31, 2023
Equity and liabilities
| Subscribed capital | 10,948 | 10,948 |
|---|---|---|
| Capital reserves | 240,130 | 240,130 |
| Treasury shares | $(10,999)$ | $(10,999)$ |
| Currency translation differences | (169) | (38) |
| Retained earnings | 14,226 | 18,275 |
| Equity attributable to BKHT shareholders | 254,135 | 258,315 |
| Non-controlling interests | 40,625 | 39,516 |
| Equity | 294,760 | 297,831 |
| Non-current financial liabilities excl. lease refinancing | 84,750 | 87,104 |
| Non-current financial liabilities from lease refinancing | 171,412 | 166,649 |
| Other provisions | 84 | 83 |
| Other liabilities | 6,214 | 603 |
| Deferred tax liabilities | 62,425 | 56,424 |
| Non-current liabilities | 324,884 | 310,863 |
| Current tax liabilities | 7,919 | 3,879 |
| Current financial liabilities excl. lease refinancing | 9,180 | 15,892 |
| Current financial liabilities from lease refinancing | 12,058 | 9,760 |
| Trade payables | 19,919 | 12,275 |
| Other liabilities | 13,146 | 12,671 |
| Contract liabilities | 4,193 | 2,893 |
| Other provisions | 53 | 115 |
| Current liabilities | 66,468 | 57,485 |
| Liabilities | 391,353 | 368,348 |
| Total equity and liabilities | 686,113 | 666,180 |
Consolidated statement of cash flows
| € thousand | 9M 2024 | 9M 2023 |
|---|---|---|
| Profit or loss for the period | 14,325 | 15,628 |
| (Income taxes paid)/ income tax refunds | $(3,532)$ | $(5,487)$ |
| Income tax expense/ (income tax income) | 12,319 | 10,050 |
| Expenses for equity-settled share-based payment transactions | 556 | 421 |
| Amortization, depreciation and impairment losses | 17,932 | 14,866 |
| Financial result excluding lease refinancing | 13,255 | 10,079 |
| Interest received | 681 | - |
| (Gain)/ loss on sale of property, plant and equipment | 25 | (891) |
| Other non-cash expenses/ (income) | 689 | 94 |
| (Increase)/ decrease in lease receivables | $(23,191)$ | $(42,131)$ |
| Increase/ (decrease) in financial liabilities from lease refinancing | 5,335 | 23,278 |
| (Increase)/ decrease in inventories, trade receivables and other assets not attributable to investing or financing activities | $(21,214)$ | $(31,693)$ |
| Increase/ (decrease) in trade payables and other liabilities not attributable to investing or financing activities | 10,548 | 18,097 |
| Increase/ (decrease) in other provisions | (67) | 60 |
| Cash flow from operating activities | 27,660 | 12,369 |
Consolidated statement of cash flows (continued)
| € thousand | 9M 2024 | 9M 2023 |
|---|---|---|
| Payments to acquire property, plant and equipment | $(1,193)$ | $(961)$ |
| Proceeds from sale of property, plant and equipment | - | 10,039 |
| Payments to acquire intangible assets | $(1,446)$ | $(1,007)$ |
| Capitalized development costs | $(2,606)$ | $(626)$ |
| Acquisition of subsidiaries, net of cash acquired | $(1,782)$ | $(7,406)$ |
| Cash flow from investing activities | $(7,027)$ | 39 |
| Proceeds from loans raised | 15,000 | - |
| Repayment of loans and other financial liabilities | $(23,279)$ | $(7,423)$ |
| Repayment of lease liabilities | $(1,365)$ | $(931)$ |
| Interest paid | $(6,812)$ | $(1,600)$ |
| Distributions to non-controlling shareholders | $(12,663)$ | - |
| Dividend payout to shareholders | $(2,298)$ | - |
| Cash flow from financing activities | $(31,419)$ | $(9,953)$ |
| Change in cash and cash equivalents | $(10,786)$ | 2,454 |
| Effect of exchange rate changes on cash and cash equivalents | 10 | 32 |
| Funds of financial resources at period start | 52,969 | 70,780 |
| Funds of financial resources at period end | 42,192 | 73,267 |
| Cash and cash equivalents | 44,615 | 74,462 |
| Overdraft facilities used for cash management | $(2,423)$ | $(1,195)$ |
| Funds of financial resources | 42,192 | 73,267 |
Consolidated statement of changes in equity
| € thousand | Subscribed capital | Capital reserves | Treasury shares | Currency translation differences | Retained earnings | Equity attributable to BKHT shareholders | Non-controlling interests | Equity |
|---|---|---|---|---|---|---|---|---|
| Jan. 1, 2024 | 10,948 | 240,130 | (10,999) | (38) | 18,275 | 258,315 | 39,516 | 297,831 |
| Transactions with shareholders | ||||||||
| Dividend payout to shareholders | - | - | - | - | $(2,298)$ | $(2,298)$ | - | $(2,298)$ |
| Profit or loss for the period | - | - | - | - | $(2,306)$ | $(2,306)$ | 16,631 | 14,325 |
| Other comprehensive income | - | - | - | (131) | - | (131) | - | (131) |
| Equity-settled share-based payment transactions | - | - | - | - | 556 | 556 | - | 556 |
| Distributions to non-controlling shareholders | - | - | - | - | - | - | $(12,663)$ | $(12,663)$ |
| Non-controlling interests from business combinations | - | - | - | - | - | - | $(2,859)$ | $(2,859)$ |
| Sept. 30, 2024 | 10,948 | 240,130 | (10,999) | (169) | 14,226 | 254,135 | 40,625 | 294,760 |
| Jan. 1, 2023 | 10,948 | 240,130 | - | 548 | 21,075 | 272,700 | 42,636 | 315,337 |
| Profit or loss for the period | - | - | - | - | 2,720 | 2,720 | 12,908 | 15,628 |
| Other comprehensive income | - | - | - | 134 | - | 134 | - | 134 |
| Equity-settled share-based payment transactions | - | - | - | - | 421 | 421 | - | 421 |
| Sept. 30, 2023 | 10,948 | 240,130 | - | 682 | 24,215 | 275,974 | 55,545 | 331,519 |
Comments on financial information
1. Alternative performance measures
Pro-forma consolidated income statement
The income and expenses of the four Bikeleasing sales agencies acquired in 2023 had only been included in the income statement for part of fiscal year 2023. This is because the dates on which control was obtained (closing of the respective acquisition) were in the months of May, June and December 2023. For this reason, the informative value of the earnings figures for fiscal year 2023 and in particular, their suitability for deriving forecasts, is significantly limited. The Executive Board therefore additionally analyzes the comparative period's earnings figures on a pro forma basis. It presents the consolidated income statement for the comparative period as if the sales agencies had already been acquired as of January 1, 2023.
The pro forma adjustments in 9M 2023 include savings of $€ 5,126$ thousand on sales commission in cost of materials, additional personnel expenses of $€ 1,279$ thousand for the employees taken over and PPA amortization $€ 3,193$ thousand on the reacquired distribution rights.
To calculate the pro forma income and expenses, management assumed that the preliminary fair value adjustments made as of the date of acquisition of the sales agencies would also have applied if the acquisitions had taken place on January 1, 2023.
Pro forma consolidated income statement
| € thousand | As is 9M 2023 | Pro forma adjustments | Pro forma 9M 2023 |
|---|---|---|---|
| Revenue | 142,684 | - | 142,684 |
| Increase (decrease) in finished goods and work in progress | 177 | - | 177 |
| Other own work capitalized | 734 | - | 734 |
| Total output | 143,595 | - | 143,595 |
| Cost of materials | $(49,266)$ | 5,126 | $(44,140)$ |
| Gross profit | 94,329 | 5,126 | 99,455 |
| Personnel expenses excluding share-based payments | $(22,840)$ | $(1,046)$ | $(23,888)$ |
| Personnel expenses from share-based payments | $(496)$ | $(233)$ | $(729)$ |
| Other operating expenses | $(20,078)$ | - | $(20,078)$ |
| Impairment loss on receivables | $(333)$ | - | $(333)$ |
| Other operating income | 2,915 | - | 2,917 |
| Amortization of intangible assets identified in initial consolidation | $(11,514)$ | $(3,193)$ | $(14,706)$ |
| Other depreciation of property, plant and equipment and amortization of intangible assets | $(3,258)$ | - | $(3,258)$ |
| Finance costs | $(13,342)$ | - | $(13,342)$ |
| Finance income | 294 | - | 294 |
| Financial result | $(13,049)$ | - | $(13,049)$ |
| Earnings before tax | 25,678 | 655 | 26,332 |
| Income tax expense | $(10,050)$ | $(196)$ | $(10,246)$ |
| Profit or loss for the period | 15,628 | 458 | 16,086 |
| of which attributable to BKHT shareholders | 2,720 | 239 | 2,958 |
| of which attributable to non-controlling interests | 12,908 | 219 | 13,128 |
Adjusted alternative performance measures
For definitions and a detailed explanation of the alternative performance measures, please refer to Note 6 to our 2023 Consolidated Financial Statements and to Note 3 to the H1 2024 Interim Consolidated Financial Statements.
The Group no longer adjusts the reduced earnings from value stepup, which amounted to $€ 380$ thousand in the reporting period ( 9 M 2023: $€ 1,133$ thousand).
The adjusted earnings figures include interest income from finance leases of $€ 15,078$ thousand (9M 2023: $€ 12,623$ thousand), which the Group recognizes in revenue because it is inherent in the operating business model. The adjusted earnings figures before finance costs (adjusted EBITDA and adjusted EBIT) do not include lease refinancing expenses. These are shown in the financial result and amounted to $€ 5,062$ thousand (9M 2023: $€ 3,226$ thousand).
| Calculation of adjusted EBITDA | As is | Pro forma | |
|---|---|---|---|
| 9M 2024 | 9M 2023 | 9M 2023 | |
| Earnings before tax | 26,644 | 25,678 | 26,332 |
| Financial result | 18,959 | 13,049 | 13,049 |
| Amortization, depreciation and impairment losses | 17,932 | 14,771 | 17,964 |
| EBITDA | 63,534 | 53,496 | 57,345 |
| Share-based payments | 830 | 421 | 421 |
| Cost of business combinations | 259 | 1,113 | 1,113 |
| Personnel expenses from business combinations | 564 | - | 517 |
| Cost of ERP implementation | 2,827 | - | - |
| Income from sale of property | - | (616) | (616) |
| Adjusted EBITDA | 68,015 | 54,414 | 58,779 |
| Adjusted EBITDA margin | $38.8 \%$ | $38.1 \%$ | $41.2 \%$ |
| Calculation of adjusted EBIT | As is | Pro forma | |
| 9M 2024 | 9M 2023 | 9M 2023 | |
| Earnings before tax | 26,644 | 25,678 | 26,332 |
| Financial result | 18,959 | 13,049 | 13,049 |
| EBIT | 45,602 | 38,726 | 39,381 |
| Share-based payments | 830 | 421 | 421 |
| Cost of business combinations | 259 | 1,113 | 1,113 |
| Personnel expenses from business combinations | 564 | - | 517 |
| Cost of ERP implementation | 2,827 | - | - |
| Income from sale of property | - | (616) | (616) |
| PPA amortization | 14,136 | 11,514 | 14,706 |
| Adjusted EBIT | 64,219 | 51,157 | 55,522 |
| Adjusted EBIT margin | $36.6 \%$ | $35.9 \%$ | $38.9 \%$ |
| Calculation of adjusted earnings and adjusted earnings per share | |||
|---|---|---|---|
| As is | Pro forma | ||
| € thousand | 9M 2024 | 9M 2023 | 9M 2023 |
| Profit or loss for the period | 14,325 | 15,628 | 16,086 |
| Share-based payments | 830 | 421 | 421 |
| Financial result from NCI put | 10 | - | - |
| Cost of business combinations | 259 | 1,113 | 1,113 |
| Personnel expenses from business combinations | 564 | - | 517 |
| Cost of ERP implementation | 2,827 | - | - |
| Income from sale of property | - | (616) | (616) |
| PPA amortization | 14,136 | 11,514 | 14,706 |
| (Income)/ expenses from earn-outs | 8,033 | 2,899 | 2,899 |
| (Income)/ expenses from success fee | 200 | 123 | 123 |
| Income taxes on adjustments | $(5,094)$ | $(2,844)$ | $(3,957)$ |
| Adjusted earnings | 36,090 | 28,238 | 31,293 |
| of which: attributable to BKHT shareholders | 14,888 | 12,330 | 13,921 |
| of which: non-controlling interests | 21,202 | 15,908 | 17,372 |
| Number of shares outstanding | 10,447,666 | 10,947,637 | 10,947,637 |
| Adjusted earnings per share (€) | 1.42 | 1.13 | 1.27 |
| Calculation of the adjusted cash flow from operating activities before tax and free cash flow before tax | |||
| € thousand | 9M 2024 | 9M 2023 | |
| Cash flow from operating activities | 27,660 | 12,369 | |
| Income taxes paid/ (income tax refunds) | 3,532 | 5,487 | |
| Cost of business combinations | 259 | 1,113 | |
| Adjusted cash flow from operating activities before tax | 31,451 | 18,969 | |
| Cash flow from investing activities | $(7,027)$ | 39 | |
| Proceeds from sale of property | - | $(10,000)$ | |
| Acquisition/ (diaposal) of subsidiaries | 1,782 | 7,406 | |
| Free cash flow before tax | 26,206 | 16,413 |
- Operating segments
Key performance indicator by operating segment
| € thousand | Reportable segments | Central Functions | Reconciliation | Group | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| HR Benefit \& Mobility Platform | Security Technologies | Total | ||||||||||
| 9M 2024 | 9M 2023 | 9M 2024 | 9M 2023 | 9M 2024 | 9M 2023 | 9M 2024 | 9M 2023 | 9M 2024 | 9M 2023 | 9M 2024 | 9M 2023 | |
| Revenue | 151,104 | 113,185 | 24,235 | 29,500 | 175,339 | 142,685 | 753 | 432 | (753) | (433) | 175,339 | 142,684 |
| Gross profit | 101,252 | 72,041 | 18,012 | 22,024 | 119,264 | 94,064 | 753 | 432 | (431) | (167) | 119,585 | 94,329 |
| Adjusted EBITDA | 70,620 | 51,102 | 3,210 | 7,787 | 73,830 | 58,889 | (5,815) | (4,471) | - | (3) | 68,015 | 54,414 |
| Pro forma gross profit | 101,252 | 77,167 | 18,012 | 22,024 | 119,264 | 99,190 | 753 | 432 | (431) | (167) | 119,585 | 99,455 |
| Pro forma adjusted EBITDA | 70,620 | 55,466 | 3,210 | 7,787 | 73,830 | 63,253 | (5,815) | (4,471) | - | (3) | 68,015 | 58,779 |
| Trade working capital | 34,439 | 16,073 | 14,440 | 15,889 | 48,879 | 31,961 | (128) | 44 | (493) | (122) | 48,257 | 31,883 |
| Cash and cash equivalents | 24,765 | 31,786 | 2,809 | 5,629 | 27,574 | 37,415 | 17,041 | 37,047 | - | - | 44,615 | 74,462 |
| Financial liabilities excluding lease refinancing | 58,344 | 66,482 | 28,463 | 32,854 | 86,807 | 99,336 | 7,123 | 3,954 | - | - | 93,930 | 103,289 |
| Financial liabilities from lease refinancing | 183,470 | 178,263 | - | - | 183,470 | 178,263 | - | - | - | - | 183,470 | 178,263 |
| Interest income from finance leases | 15,078 | 12,623 | - | - | 15,078 | 12,623 | - | - | - | - | 15,078 | 12,623 |
| Revenue by region | ||||||||||||
| EMEA | 151,104 | 113,185 | 15,040 | 12,311 | 166,144 | 125,496 | 753 | 432 | (753) | (433) | 166,144 | 125,496 |
| Germany | 145,060 | 111,487 | 4,800 | 4,169 | 149,860 | 115,657 | 753 | 432 | (753) | (433) | 149,860 | 115,656 |
| Other | 6,044 | 1,698 | 10,240 | 8,142 | 16,285 | 9,839 | - | - | - | - | 16,285 | 9,839 |
| Americas | - | - | 5,495 | 15,269 | 5,495 | 15,269 | - | - | - | - | 5,495 | 15,269 |
| USA | - | - | 5,302 | 14,986 | 5,302 | 14,986 | - | - | - | - | 5,302 | 14,986 |
| Other | - | - | 193 | 283 | 193 | 283 | - | - | - | - | 193 | 283 |
| APAC | - | - | 3,700 | 1,920 | 3,700 | 1,920 | - | - | - | - | 3,700 | 1,920 |
| China | - | - | 2,405 | 486 | 2,405 | 486 | - | - | - | - | 2,405 | 486 |
| Other | - | - | 1,295 | 1,434 | 1,295 | 1,434 | - | - | - | - | 1,295 | 1,434 |
| Total | 151,104 | 113,185 | 24,235 | 29,500 | 175,339 | 142,685 | 753 | 432 | (753) | (433) | 175,339 | 142,684 |
$52.09 \%$ of the income, expenses, assets and liabilities of the HR Benefit \& Mobility Platform segment are attributable to Brockhaus Technologies AG. An exception to this concerns financial liabilities from subordinated loans of $€ 14,206$ thousand (December 31, 2023: $€ 26,350$ thousand) of the intermediate holding company BCM Erste Beteiligungs GmbH (BCM Erste). $94.87 \%$ of these liabilities are attributable to Brockhaus Technologies AG. Legally, the interest (calculated on a multiplicative basis) held by Brockhaus Technologies AG in Bikeleasing amounts to $51.96 \%$. Newly created shares of Bikeleasing of $0.255 \%$ were transferred to the sellers of Probonio as part of the purchase price payment in April 2024 (Note 8). There are put and call options on this interest, with the result that it does not meet the definition of equity under IFRS. The Group therefore reports this interest as a liability at fair value. As a result, the interest of Brockhaus Technologies AG in Bikeleasing is $52.09 \%$ under IFRS (interest of $94.87 \%$ in the intermediate holding company BCM Erste * $54.91 \%$ held by BCM Erste in Bikeleasing), but legally it amounts to $51.96 \%$ (interest of $94.87 \%$ in the intermediate holding company BCM Erste * $54.77 \%$ held by BCM Erste in Bikeleasing).
100\% of the income, expenses, assets and liabilities of the Security Technologies segment are attributable to Brockhaus Technologies AG.
3. Financial result
Finance costs are composed of the following items.
| € thousand | 9M 2024 | 9M 2023 |
|---|---|---|
| Interest on financial liabilities at amortized cost | 10,556 | 9,995 |
| of which: not from lease refinancing | 5,494 | 6,769 |
| of which: from lease refinancing | 5,062 | 3,226 |
| Interest on lease liabilities | 363 | 306 |
| Change in success fee recognized in profit or loss | 200 | 123 |
| Expenses from the remeasurement of earn-out receivables | 8,381 | 2,899 |
| Other | 141 | 19 |
| Finance costs | 19,640 | 13,342 |
The Group sold the Palas subsidiary (former Environmental Technologies segment) in November 2022. The consideration received included future contingent purchase price payments (earn-out). At the time of the sale, these were recognized as a receivable at a fair value of $€ 10,816$ thousand and amounted to $€ 7,880$ thousand at the end of fiscal year 2023. The receivable must be measured as of each reporting date based on the probability of occurrence of the conditions for the earn-out payments. The change in the carrying amount is presented as income or expense in the financial result. The Group received the 2023 financial statements of Palas in Q2 2024. Based on the information on the 2023 results of operations and the 2024 forecast of Palas, we have come to the conclusion that it is highly probable that no payments will be made to the Group under the earnout agreement. This is due to the significantly worse than planned development of the Palas sales markets. As a result, we have measured the earn-out receivable at zero. The expense from the writedown is reported in finance costs. Depending on the actual results of operations of Palas in fiscal year 2024, it is still possible that the Group will receive payments from the earn-out, although we are currently not expecting any.
4. Earnings per share
The following table presents the calculation of earnings per share, based on the profit or loss attributable to the shareholders of BKHT.
| 9M 2024 | 9M 2023 | |
|---|---|---|
| Profit or loss attributable to BKHT shareholders (€ thousands) | $(2,306)$ | 2,720 |
| Weighted average number of shares outstanding | 10,447,666 | 10,947,637 |
| Earnings per share (€) | $(0.22)$ | 0.25 |
Adjusted earnings per share are shown in the following table. For more detailed information refer to Note 1.
| Adjusted | 9M 2024 | 9M 2023 |
|---|---|---|
| Adjusted earnings attributable to BKHT shareholders (€ thousands) | 14,888 | 12,330 |
| Weighted average number of shares outstanding | 10,447,666 | 10,947,637 |
| Adjusted earnings per share (€) | 1.42 | 1.13 |
The weighted average number of shares outstanding declined year-on-year by the 499,971 shares bought back by the Company at the end of December 2023.
5. Intraperiod impairment testing of IHSE
As a rule, goodwill in the Group is tested for impairment once a year in accordance with IAS 36. As a result of significant shifts in orders in the Security Technologies segment, that segment's revenue was unusually low in the reporting period. This resulted in a triggering event for a possible impairment requirement. For this reason, the segment's goodwill was tested for impairment as of September 30, 2024. This was based on the current financial planning and estimates. The impairment test performed for the goodwill of the Security Technologies segment did not indicate a need for impairment as of September 30, 2024.
This impairment test for goodwill is based on the assumptions shown in the following table.
| Sept. 30, 2024 | Dec. 31, 2023 | |
|---|---|---|
| Determination of recoverable amount |
Value in use | Value in use |
| Discount rate | $8.2 \%$ | $8.7 \%$ |
| Pre-tax discount rate | $8.6 \%$ | $9.1 \%$ |
| Sustainable growth rate | $1.5 \%$ | $1.5 \%$ |
| Forecast EBITDA growth rate (average for the next five years) |
$17 \%$ | $15 \%$ |
6. New securitization transaction
A new securitization structure was initiated in the reporting period to refinance lease receivables and trade receivables relating to future insurance premiums to be received. Such receivables of the HR Benefit \& Mobility Platform segment were sold to a special purpose vehicle (SPV) outside the Group on a revolving basis. This SPV securitized the receivables concerned and issued the notes created in the process to investors. This securitization will enable receivables with a volume of up to $€ 300$ million to be refinanced on a revolving basis in the future.
In the reporting period, receivables with a carrying amount of $€ 152,312$ thousand were sold for sale proceeds of $€ 168,841$ thousand via this new securitization transaction. Taking into account a continuing involvement asset of $€ 6,086$ thousand, the fair value of the excess cash account amounting to $€ 4,689$ thousand, less an associated liability of $€ 6,152$ thousand, this resulted in a disposal gain of $€ 21,151$ thousand.
7. Financial liabilities
Financial liabilities are composed of the following items.
| Non-current | Current | Total | ||||
|---|---|---|---|---|---|---|
| € thousand | Sept. 30, 2024 | Dec. 31, 2023 | Sept. 30, 2024 | Dec. 31, 2023 | Sept. 30, 2024 | Dec. 31, 2023 |
| Senior loans | $\mathbf{5 4 , 5 0 1}$ | $\mathbf{4 4 , 5 3 8}$ | $\mathbf{7 , 4 7 7}$ | $\mathbf{1 4 , 0 9 3}$ | $\mathbf{6 1 , 9 7 8}$ | $\mathbf{5 8 , 6 3 1}$ |
| Senior acquisition loans | 13,955 | 19,427 | 7,477 | 4,063 | 21,432 | 23,490 |
| Registered bonds | 40,546 | 25,111 | - | 10,030 | 40,546 | 35,141 |
| Subordinated loans | $\mathbf{1 4 , 2 0 6}$ | $\mathbf{2 6 , 3 5 0}$ | - | - | $\mathbf{1 4 , 2 0 6}$ | $\mathbf{2 6 , 3 5 0}$ |
| Subordinated acquisition loans | 14,206 | 26,350 | - | - | 14,206 | 26,350 |
| Real estate loans | $\mathbf{5 8}$ | $\mathbf{7 1}$ | $\mathbf{1 7}$ | $\mathbf{1 6}$ | $\mathbf{7 5}$ | $\mathbf{8 7}$ |
| Other financial liabilities | $\mathbf{1 5 , 9 8 6}$ | $\mathbf{1 6 , 1 4 5}$ | $\mathbf{1 , 6 8 7}$ | $\mathbf{1 , 7 8 3}$ | $\mathbf{1 7 , 6 7 2}$ | $\mathbf{1 7 , 9 2 8}$ |
| Lease liabilities | 8,994 | 9,353 | 1,687 | 1,357 | 10,681 | 10,710 |
| Success fee liability Bikeleasing | 6,991 | 6,792 | - | - | 6,991 | 6,792 |
| Miscellaneous other financial liabilities | - | - | - | 426 | - | 426 |
| Financial liabilities excl. lease | ||||||
| refinancing | $\mathbf{8 4 , 7 5 0}$ | $\mathbf{8 7 , 1 0 4}$ | $\mathbf{9 , 1 8 0}$ | $\mathbf{1 5 , 8 9 2}$ | $\mathbf{9 3 , 9 3 0}$ | $\mathbf{1 0 2 , 9 9 6}$ |
| Lease refinancing | $\mathbf{1 7 1 , 4 1 2}$ | $\mathbf{1 6 6 , 6 4 9}$ | $\mathbf{1 2 , 0 5 8}$ | $\mathbf{9 , 7 6 0}$ | $\mathbf{1 8 3 , 4 7 0}$ | $\mathbf{1 7 6 , 4 1 0}$ |
| Securitization liabilities | 13,161 | 35,526 | 26 | 64 | 13,187 | 35,591 |
| Loans for lease financing | 115,068 | 95,515 | 2,423 | 697 | 117,491 | 96,212 |
| Financial liabilities from forfailing | 7,039 | 6,359 | 699 | 129 | 7,739 | 6,488 |
| Buyback and servicing of third-party leases | 25,950 | 25,207 | 8,910 | 8,871 | 34,861 | 34,078 |
| Associated liability | 10,193 | 4,041 | - | - | 10,193 | 4,041 |
| Total financial liabilities | $\mathbf{2 5 6 , 1 6 2}$ | $\mathbf{2 5 3 , 7 5 3}$ | $\mathbf{2 1 , 2 3 9}$ | $\mathbf{2 5 , 6 5 2}$ | $\mathbf{2 7 7 , 4 0 1}$ | $\mathbf{2 7 9 , 4 0 5}$ |
Calculation of net debt
| € thousand | Sept. 30, 2024 | Dec. 31, 2023 |
|---|---|---|
| Senior loans | 61,978 | 58,631 |
| Subordinated loans | 14,206 | 26,350 |
| Real estate loans | 75 | 87 |
| Cash and cash equivalents* | $(44,615)$ | $(53,666)$ |
| Net debt from loans | 31,643 | 31,402 |
| Other financial liabilities | 17,672 | 17,928 |
| Financial liabilities from lease refinancing | 183,470 | 176,410 |
| Lease receivables | $(190,392)$ | $(167,201)$ |
| Net debt from leasing | $(6,922)$ | 9,209 |
| Net debt | 42,393 | 58,539 |
- Cash and cash equivalents are deducted from the loan in this presentation for purposes of analysis. There is no corresponding earmarking.
8. Business combinations
On April 11, 2024 (closing), the Group's HR Benefit \& Mobility Platform segment acquired 100\% of the shares and voting rights of Probonio GmbH (Probonio), whose registered office is in Landshut, Germany.
The buyer of Probonio is BLS Beteiligungs GmbH, in which Brockhaus Technologies AG indirectly held a 52.09\% interest prior to the acquisition. As a result of the partial payment of the purchase price through newly created shares of BLS Beteiligungs GmbH, Brockhaus Technologies AG indirectly holds a multiplicative calculated share of $51.96 \%$ in Bikeleasing and hence also in Probonio following the acquisition.
Established in 2022, Probonio is a provider of software-as-a-service (SaaS) solutions for managing employee benefits. Employers can currently offer their employees more than ten different benefits through the proprietary platform and the native app, which can then be managed in a user-friendly online cockpit. The benefits range from non-cash benefits and meal allowances, through company fitness programs, down to the technical integration of providers of company bicycle leasing like Bikeleasing. This acquisition marks Bikeleasing's planned transition towards a fully comprehensive multi-benefit platform. Once the integration has been completed, the additional employee benefits will be offered to Bikeleasing's current 70 thousand corporate customers and their 3.7 million employees from a single source, alongside company bicycle leasing.
The accounting of the acquisition is still preliminary because the timing of the transaction is close to the reporting date of this Quarterly Statement. There may therefore be adjustments within the measurement period of 12 months from the date of purchase.
Initial consolidation occurred as of April 1, 2024. In the period April 1 to September 30, 2024, Probonio contributed revenue of $€ 134$ thousand and a loss of $€ 681$ thousand to consolidated earnings. If the acquisition had taken place on January 1, 2024, consolidated revenue and profit or loss for the period would not have differed materially from the figures reported in the consolidated statement of comprehensive income.
Consideration transferred
The consideration transferred consisted of cash of $€ 2,053$ thousand and $0.255 \%$ newly issued shares of BLS Beteiligungs GmbH worth $€ 2,031$ thousand ( $€ 1,273$ thousand after discounting). In addition, a contingent consideration (earn-out) was agreed. The amount of the future earn-out payments depends on the number of new users activated on the Probonio platform between the closing date and January 31 of the years of 2025, 2026 and 2027. The fair value of this contingent consideration was measured at $€ 3,365$ thousand.
| $€$ thousand | |
|---|---|
| Cash | 2,053 |
| BLS shares/ NCI put liability | 1,273 |
| Contingent consideration (earn-out) | 3,365 |
| Consideration transferred | $\mathbf{6 , 6 9 1}$ |
Costs associated with the acquisition
The Group incurred costs of $€ 259$ thousand for legal advice, due diligence and notarizations in conjunction with the business combination. These costs are presented in other operating expenses.
Identifiable acquired assets and assumed liabilities
The recognized amounts of the acquired assets and the assumed liabilities as of the date of acquisition have been compiled in the following.
| $€$ thousand | |
|---|---|
| Property, plant and equipment (including right-of- | |
| use assets) | 11 |
| Intangible assets | 753 |
| Trade receivables | 53 |
| Other assets | 175 |
| Cash and cash equivalents | 270 |
| Deferred tax liabilities | $(166)$ |
| Trade and other payables | $(373)$ |
| Total identifiable acquired net assets | $\mathbf{7 2 3}$ |
Goodwill
Goodwill primarily comprises the value of anticipated synergies from the acquisition. The full amount of goodwill is attributable to the HR Benefit \& Mobility Platform segment.
| $€$ thousand | |
|---|---|
| Consideration transferred | 6,691 |
| Non-controlling interests | $(2,859)$ |
| Fair value of the identified net assets | $(723)$ |
| Goodwill | $\mathbf{3 , 1 0 9}$ |
Goodwill expected to be tax-deductible amounts to zero.
NCI put from put and call options
As part of the acquisition, put and call options with regard to the $0.255 \%$ interest in BLS Beteiligungs GmbH were agreed with the sellers. After five years, these options give the sellers the right to sell back the shares of BLS Beteiligungs GmbH received in the course of the acquisition to BLS Beteiligungs GmbH, and conversely, give BLS Beteiligungs GmbH the right to acquire the shares from the sellers. The exercise price corresponds to the proportionate value of Bikeleasing, calculated using a multiple on the adjusted pro forma EBITDA generated by Bikeleasing in five years less the future IFRS net financial liabilities of Bikeleasing.
Due to the repurchase obligation resulting from the put option, the $0.255 \%$ interest does not meet the criteria for classification as equity under IFRS, and the Group applies the anticipated acquisition method to account for it. Under this method, the transaction is accounted for as if the put option had already been exercised by the sellers of Probonio. As a result, the interest is reported as a liability and is not classified as a non-controlling interest (NCI). The profit share of Bikeleasing (including Probonio) attributable to BKHT is calculated unchanged on the basis of a $52.09 \%$ shareholding, although the legal interest is $51.96 \%$. The profit share of the $0.255 \%$ interest in Bikeleasing is allocated to this interest through the financial result in the consolidated statement of comprehensive income.
Supplementary information
Financial calendar
| March 28, 2025 | Annual Report 2024 |
|---|---|
| May 15, 2025 | Quarterly Statement Q1 2025 |
| June 25, 2025 | Annual General Meeting |
| August 14, 2025 | Half-Year Financial Report H1 2025 |
| November 14, 2025 | Quarterly Statement 9M 2025 |
Basis of reporting
This Quarterly Statement was prepared in compliance with section 53 of the Exchange Rules for the Frankfurter Wertpapierbörse. It does not constitute an interim financial report in accordance with IAS 34 or financial statements in accordance with IAS 1. It should be read in conjunction with the 2023 Consolidated Financial Statements and the 2023 Combined Management Report and the information contained therein. Those documents are available in the 2023 Annual Report, which can be found in the Investor Relations section on our website www.brockhaus-technologies.com.
The reporting entity is Brockhaus Technologies AG (BKHT or the Company, together with its consolidated subsidiaries Brockhaus Technologies or the Group). The reporting period for this Quarterly Statement is the period January 1, 2024, to September 30, 2024. The reporting date is September 30, 2024. In addition, comparative information is provided for the period from January 1, 2023, to September 30, 2023 (comparative period).
This report has been translated from German into English. In the case of any discrepancies between the two language versions, the German version takes precedence.
Rounding
The metrics appearing in this report have been rounded in line with standard commercial practice. This rounding method does not necessarily preserve totals, so that it is possible that the amounts in this report do not add up precisely to the total presented.
Note within the meaning of the equal treatment act
Equal treatment is important to us. Only for reasons of better legibility, the use of male, female or language forms of other genders is avoided. All personal references apply to all genders unless otherwise specified.
Contact information
Florian Peter
Phone: +49 6920434090
Fax: +49 69204340971
[email protected]
Legal notice
Brockhaus Technologies AG
Thurn-und-Taxis-Platz 6
60313 Frankfurt am Main, Germany
Phone: +49 6920434090
Fax: +49 69204340971
[email protected]
www.brockhaus-technologies.com
Executive Board: Marco Brockhaus (Chair), Dr. Marcel Wilhelm
Chair of the Supervisory Board: Dr. Othmar Belker
Registry court: Frankfurt am Main Local Court
Register number: HRB 109637
VAT ID: DE315485096