Quarterly Report • Jun 3, 2022
Quarterly Report
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Significant events · Interim Group management report · Consolidated income statement · Consolidated statement of comprehensive income · Consolidated balance sheet · Consolidated statement of changes in equity · Consolidated cash flow statement · Selected notes to the consolidated financial statements · Contact · Financial calendar
BRAIN Biotech AG ("BRAIN") is a leading European specialist in industrial biotechnology. As a technology provider and developer of bio-based products and solutions for nutrition, health and the environment, the company supports the biologization of industry and contributes to a more sustainable economy. BRAIN is the parent company of the BRAIN Group. Two pillars form BRAIN Group's business: The BioScience segment includes contract research for renowned industrial partners as well as an incubator for the development of the company's own highly innovative products. In the BioIndustrial segment, the company focuses on specialty business in the production and refinement of enzymes, microorganisms and bioactive natural products and the respective distribution.
The BRAIN Group maintains its own diverse collection of natural resources: the BRAIN Bioarchive comprises microorganisms, genetic material and natural substances. Based on this collection and with a comprehensive technology portfolio, BRAIN addresses technological challenges and develops bio-based products and solutions that are already successfully employed in the industry. The BRAIN Group has its own production facilities in Germany, UK and the US, which together with the associated biotechnological production expertise, complete the value chain within the Group.
Since its IPO in 2016, BRAIN Biotech AG has been listed in the Prime Standard of the Frankfurt Stock Exchange (ISIN DE0005203947 / WKN 520394).
On 1 February 2022, BRAIN Biotech AG entered into an agreement to acquire an initial 62% interest in Breatec B.V. including the Comix activities via Weriol Groep B.V. (hereafter ´Breatec´) , Nieuwkuijk, Netherlands, from its current owners. In addition, a put/call structure already agreed enables BRAIN to acquire the entire company by the end of the first quarter of 2027 at the latest. The majority of the shares outstanding are held by the current management, which will continue to run the business and also manage the integration into BRAIN Group's BioIndustrial segment. Breatec was founded in 2006 and is located in the south central region of the Netherlands near the Belgian and German borders, surrounded by many leading international companies from the food sector. In the 2021 calendar year, Breatec and Comix generated revenue of around € 7 million and a positive EBITDA contribution. The acquisition is fully consolidated by BRAIN from 1 February 2022 onwards.
BRAIN Biotech AG has received an international search report and a written opinion from the European Patent Office (EPO) as International Searching Authority (ISA). The positive written opinion states that the BRAIN-Engineered-Cas (BEC) nucleases for which patent protection is sought under the Patent Corporation Treaty (PCT) constitute an inventive step with respect to the BEC nuclease sequences, and that they are industrially exploitable and are not excluded from patent protection by other circumstances. As a consequence, the EPO regards the respective sequences of the BEC nucleases as patentable. This marks an important milestone in the regular patent application process and confirms the view of BRAIN's management and scientific team that BRAIN's proprietary BEC technology represents a novel and clearly differentiated genome editing tool.
Our Group Company AnalytiCon Discovery announced the expansion of its research and development collaboration with Pharvaris. Pharvaris is a company focused on making oral bradykinin B2 receptor antagonists available to patients in the form of "small molecules". Initial candidates are in clinical development. Pharvaris has initiated Phase 2 trials of a bradykinin B2 receptor antagonist for both acute and prophylactic treatment of hereditary angioedema (HAE). By continuing this partnership for an additional 18 months, AnalytiCon Discovery and Pharvaris will continue to collaborate on the discovery and development of novel bradykinin B2 receptor antagonists for the treatment of HAE and other diseases.
BRAIN and Formo Bio GmbH launched a strategic partnership to further advance the fermentative production of animal-free milk proteins. Formo aims to accelerate the scaling of its bioidentical milk protein production with a genome editing technology based on BRAIN Biotech's expertise and proprietary BEC platform. The strategic partnership aims to optimize microorganisms in order to expand novel and sustainable protein production by precision fermentation for commercial use.
The remarks made in the consolidated financial statements for the financial year ending 30 September 2021 about the Group's basis and general conditions continue to be applicable.
In the first six months of the 2021/2022 financial year, the BRAIN Group generated revenue of € 23.3 million compared to € 18.0 million in the same period of the previous year, which represents growth of 29.3%. Revenue in the second quarter of 2021/22 amounted to € 13.1 million. This corresponds to an increase of 31.9% compared to the second quarter of the previous year. On an organic basis (in other words, excluding Breatec), second-quarter revenue rose by 20.4% to € 11.9 million.
Other income decreased by € 0.8 million to € 0.5 million. The previous year's figure reflected a valuation effect and the resulting Gain on Bargain Purchase of Biosun Biochemicals Inc. amounting to € 0.9 million. Total operating performance (revenue, research and development grant revenue, changes in inventories, and other income) in the first six months of the financial year rose by € 4.4 million (22.3%) year-on-year, from € 19.8 million to € 24.2 million.
The BioScience segment generated revenue of € 5.8 million in the reporting period, corresponding to an increase of 23.4% over the prior-year period. This growth mainly reflected a higher number of contracts signed for Tailor-Made Solutions projects. A significant proportion of new projects and contracts are based on the use of BRAIN's proprietary genome editing tools. In the second quarter, revenue grew year-on-year from € 2.7 million to € 3.0 million. Compared to the first quarter of the 2021/2022 financial year, an increase in revenue of € 0.2 million from € 2.8 million to € 3.0 million was achieved. Adjusted EBITDA improved from € –3.4 million to € –2.4 million.
The improved adjusted EBITDA was attributable to the aforementioned revenue growth as well as an improved cost of materials ratio in the BioScience segment. Segment EBITDA includes investments in CRISPR platform technology amounting to € 1.0 million.
Revenue generated by the BioIndustrial segment reported growth of 30.7 %, from € 13.4 million to € 17.5 million, in the reporting period. In the second quarter of the financial year, revenue amounted to € 10.1 million. This corresponds to an increase of € 2.8 million, or 39.0%, compared with the same quarter of the previous year. On an organic basis, revenue grew by € 1.7 million (23.2%). Adjusted EBITDA improved from € 1.4 million to € 2.6 million. Within the segment, Biocatalysts Ltd. recorded strong growth at the level of both revenue and adjusted EBITDA. The strategically important BioIndustrial segment thereby made a significant positive contribution to the improved adjusted consolidated EBITDA.
Adjusted consolidated EBITDA posted a considerable improvement of € 2.2 million, from € –2.0 million in the previous year to € 0.2 million in the first six months of the 2021/22 financial year. Adjusted EBITDA in the second quarter rose from € –0.6 million to € 0.5 million compared to the same quarter of the previous year.
Undiluted (basic) and diluted earnings per share during the first six months of the financial year amounted to € –0.18, compared with € –0.06 in the prior-year period. Earnings per share deteriorated due to the poorer financial result compared to the previous year. On the one hand, the at-equity result was lower as a result of the development of SolasCure Ltd. and their higher costs in the second clinical phase. On the other hand, there was an one-time positive effect in the previous year from the revaluation of financial liabilities due to the partially exercised put option rights of the minority shareholders of Biocatalysts Ltd.
The following table shows the reconciliation of unadjusted EBITDA to adjusted EBITDA.
| € thousand | 6M 2021/22 | 6M 2020/21 |
|---|---|---|
| EBITDA | –725 | –1,566 |
| Gain on bargain purchase | 0 | 858 |
| Share-based employee compensation | –528 | –302 |
| Acquisition and integration costs incurred in the expansion of the BRAIN Group |
–417 | –108 |
| Adjusted EBITDA | 220 | –2,014 |
Non-current assets increased from € 38.6 million as at 30 September 2021 to € 46.6 million as at 31 March 2022. This was due, firstly, to the acquisition of Breatec and the intangible assets thereby determined as part of the acquisition-related preliminary purchase price allocation. Secondly, property, plant and equipment rose due to investments in fermentation capacities at the Cardiff site. Moreover, as part of a further Series B capitalization at SolasCure Ltd., which is equity accounted, a share capital contribution of € 1.2 million was rendered in cash. Current assets decreased from € 39.1 million to € 35.0 million. This reduction is mainly due to the lower level of cash and cash equivalents.
Equity decreased from € 41.8 million as at 30 September 2021 to € 35.2 million as at 31 March 2022. This is mainly due to the reduction in the capital reserves in connection with the recognition of a potential obligation (liability) from put options on non-controlling interests in Breatec (see also the notes to this interim report), and the negative result for the period. On the other hand, there was a positive effect on the non-controlling interests due to the acquisition of Breatec. No capital measures were implemented during the reporting period.
Non-current liabilities rose from € 24.6 million to € 32.9 million, which is attributable to an increase in non-current financial liabilities due to the aforementioned put option liabilities for the acquisition of minority interests in Breatec. Current liabilities rose from € 11.3 million to € 13.5 million due to a higher level of trade payables and higher deferred income.
The Group's gross cash flow in the reporting period amounted to € –2.2 million, compared with € –3.1 million in the previous year.
Cash flow from operating activities improved significantly compared with the same period of the previous year, from € –4.2 million to € –1.1 million. This improvement is mainly attributable to the better EBITDA operating result as well as an improvement in operating working capital, particularly the change in trade payables and additions from deferred income.
Cash flow from investing activities in the first six months of the current financial year amounted to € –6.6 million compared to € –1.4 million in the prior-year period. This increase reflects the acquisition of Breatec (€ 3.1 million), a participation in a capital increase at SolasCure Ltd. (€ 1.2 million), as well as investments in property, plant and equipment, and the investments in the expanded production capacities at the site in Cardiff, UK (€ 1.8 million).
Cash flow from financing activities, which in the reporting period mainly reflects the repayments of financial liabilities, amounted to € –0.5 million compared to € –1.5 million in the previous year.
Compared to 30 September 2021, cash and cash equivalents decreased from € 24.5 million to € 16.4 million, which is attributable to the aforementioned effects.
For a presentation of the risk management system and of potential opportunities and risks, please refer to the remarks on pages 96 ff. of the 2020/21 annual report of BRAIN Biotech AG. It is not possible to forecast how the spread of the coronavirus will affect global economic growth trends at the time of the preparation of this half-year report. As a consequence, potential uncertainties arising from risks associated with the further development of the coronavirus pandemic remain. Nevertheless, from today's perspective, and with the exception of the opportunity deriving from the genome editing tool that has been developed, which is described in the section "Events after the end of the quarter", BRAIN Biotech AG does not anticipate any material changes in relation to the opportunities and risks presented in the 2020/21 annual report.
Risks pursuant to Section 91 (2) of the German Stock Corporation Act (AktG) that might comprise going concern risks for the BRAIN Group are not identifiable at present.
Compared to the outlook report presented on page 97 of the 2020/21 annual report, no significant changes are identifiable concerning the business outlook, apart from those relating to the development of the new genome editing tool of BRAIN Biotech AG. As such, the forecast remains unchanged, except for the elimination of the investments in this project. Despite the coronavirus pandemic as well as the strained supply chain situation, BRAIN Biotech AG is confident that further progress will be made in the forecast direction.
1 October 2021 to 31 March 2022 and 1 January 2022 to 31 March 2022
| € thousand | 6M 2021/22 | 6M 2020/21 | Q2 2021/22 | Q2 2020/21 |
|---|---|---|---|---|
| Revenue | 23,267 | 18,001 | 13,090 | 9,923 |
| Research and development grant revenue | 359 | 365 | 145 | 168 |
| Change in inventories of finished goods and work in progress |
107 | 146 | 324 | 70 |
| Other income1 | 480 | 1,287 | 219 | 1,150 |
| 24,213 | 19,799 | 13,778 | 11,311 | |
| Cost of materials | ||||
| Cost of raw materials and supplies, and purchased merchandise |
–9,428 | –7,603 | –5,601 | –3,893 |
| Cost of purchased services | –684 | –802 | –350 | –543 |
| –10,112 | –8,404 | –5,952 | –4,437 | |
| Personnel expenses | ||||
| Wages and salaries | –8,253 | –7,774 | –4,325 | –4,110 |
| Share-based employee compensation | –528 | –302 | –267 | –142 |
| Social security and post-employment benefit costs | –1,578 | –1,492 | –788 | –767 |
| –10,359 | –9,568 | –5,380 | –5,020 | |
| Other expenses | –4,467 | –3,392 | –2,524 | –1,833 |
| EBITDA | –725 | –1,566 | –79 | 21 |
| Depreciation, amortization and impairment | –2,058 | –1,886 | –1,081 | –981 |
| Operating result (EBIT) | –2,783 | –3,452 | –1,160 | –960 |
| Share of profit or loss from equity-accounted invest ments |
–1,218 | –360 | –517 | 199 |
| Finance income | 654 | 3,092 | 383 | 3,074 |
| Finance costs | –290 | –290 | –75 | –66 |
| –854 | 2,442 | –209 | 3,207 | |
| Pretax loss for the reporting period | –3,636 | –1,010 | –1,369 | 2,247 |
| Income tax expense/income a) Current tax expense |
–269 | –166 | –132 | –86 |
| b) Deferred tax expense (-)/ income (+) | 157 | 136 | 84 | 68 |
| –112 | –29 | –48 | –18 | |
| Result for the reporting period | –3,748 | –1,040 | –1,418 | 2,229 |
| of which attributable to: | ||||
| Non-controlling interests | 207 | 246 | 179 | 159 |
| Shareholders of BRAIN Biotech AG | –3,955 | –1,286 | –1,597 | 2,070 |
| Earnings per share, basic (undiluted) | –0.18 | –0.06 | –0.07 | 0.10 |
| Number of shares taken as basis | 21,847,495 | 19,861,360 | 21,847,495 | 19,861,360 |
| Earnings per share, diluted | –0.18 | –0.06 | –0.07 | 0.10 |
| Number of shares taken as basis | 21,847,495 | 19,861,360 | 21,847,495 | 19,861,360 |
1 Other income in 6M 2020/21 and Q2 2020/21 contains € 858k Gain on bargain purchase.
1 October 2021 to 31 March 2022 and 1 January 2022 to 31 March 2022
| € thousand | 6M 2021/22 | 6M 2020/21 | Q2 2021/22 | Q2 2020/21 |
|---|---|---|---|---|
| Result for the reporting period | –3,748 | –1,040 | –1,418 | 2,229 |
| of which attributable to: | ||||
| Non-controlling interests | 207 | 246 | 179 | 159 |
| Shareholders of BRAIN Biotech AG | –3,955 | –1,286 | –1,597 | 2,070 |
| Other comprehensive income: | ||||
| Items that will be reclassified subsequently to profit or loss |
||||
| Deferred tax | 0 | 0 | 0 | 0 |
| Differences from the translation of foreign-currency financing instruments |
–95 | –734 | 16 | –555 |
| Differences from the translation of foreign operations | 465 | 1,447 | –66 | 1,104 |
| Other comprehensive income (loss), net | 370 | 713 | –50 | 549 |
| Consolidated total comprehensive income (loss) | –3,378 | –327 | –1,468 | 2,778 |
| of which attributable to: | ||||
| Non-controlling interests | 273 | 519 | 226 | 376 |
| Shareholders of BRAIN Biotech AG | –3,652 | –846 | –1,695 | 2,403 |
| € thousand | 31. 03. 2022 | 30. 09. 2021 |
|---|---|---|
| Non-current assets | ||
| Intangible assets | 18,349 | 13,531 |
| Property, plant and equipment | 26,536 | 24,291 |
| Equity-accounted investments | 1,470 | 550 |
| Other non-current assets | 265 | 251 |
| 46,620 | 38,623 | |
| Current assets | ||
| Inventories | 8,916 | 7,015 |
| Trade receivables | 8,503 | 6,722 |
| Other current assets | 898 | 617 |
| Current tax assets | 39 | 9 |
| Other financial assets | 215 | 207 |
| Cash and cash equivalents | 16,440 | 24,545 |
| 35,011 | 39,114 | |
| ASSETS | 81,631 | 77,737 |
| Equity | ||
| Subscribed capital | 21,847 | 21,847 |
| Capital reserves | 91,041 | 95,890 |
| Retained earnings | –83,464 | –79,509 |
| Other reserves | 858 | 555 |
| 30,282 | 38,783 | |
| Non- controlling interests | 4,938 | 3,044 |
| Total equity | 35,221 | 41,828 |
| Non-current liabilities | ||
| Deferred tax | 3,596 | 2,790 |
| Provisions for post-employment benefits for employees | 2,271 | 2,271 |
| Financial liabilities | 24,717 | 17,669 |
| Other liabilities | 1,398 | 736 |
| Deferred income | 963 | 1,109 |
| 32,945 | 24,575 | |
| Current liabilities | ||
| Provisions | 405 | 404 |
| Current tax liabilities | 245 | 116 |
| Financial liabilities | 1,948 | 2,649 |
| Prepayments received | 269 | 79 |
| Trade payables | 5,629 | 3,831 |
| Other liabilities | 2,670 | 2,684 |
| Deferred income | 2,299 | 1,572 |
| 13,465 | 11,335 | |
| EQUITY AND LIABILITIES | 81,631 | 77,737 |
[UNAUDITED] 1 October 2021 to 31 March 2022
| 1 October 2020 to 31 March 2021 | Interests of shareholders of BRAIN Biotech AG | ||||||
|---|---|---|---|---|---|---|---|
| Subscribed capital |
Capital reserves |
Retained earnings |
Other reserves |
Total | Non- con trolling interests |
Total | |
| € thousand | Currency translation |
||||||
| Balance at 30 September 2020 | 19,861 | 78,386 | –77,497 | 35 | 20,785 | 5,358 | 26,143 |
| Total comprehensive income (loss) 01.10.2020 – 31.03.2021 |
–1,286 | 440 | -846 | 519 | –327 | ||
| Transfers due to employee share scheme |
194 | 194 | 194 | ||||
| Balance at 31 March 2021 | 19,861 | 78,580 | –78,784 | 475 | 20,132 | 5,877 | 26,010 |
| 1 October 2021 to 31 March 2022 | Interests of shareholders of BRAIN Biotech AG | ||||||
|---|---|---|---|---|---|---|---|
| Subscribed capital |
Capital reserves |
Retained earnings |
Other reserves |
Total | Non- con trolling interests |
Total | |
| € thousand | Currency translation |
||||||
| Balance at 30 September 2021 | 21,847 | 95,890 | –79,509 | 555 | 38,783 | 3,044 | 41,828 |
| Total comprehensive income (loss) 01.10.2021 – 31.03.2022 |
–3,955 | 303 | –3,652 | 273 | –3,378 | ||
| Addition of non-controlling interests part of the acquisition of fully consolidated Group companies |
1,621 | 1,621 | |||||
| Addition of liability from put/call agreement relating to the acquisition of non-controlling interests in fully consolidated Group companies |
–5,199 | –5,199 | 0 | –5,199 | |||
| Transfers due to employee share scheme |
350 | 350 | 350 | ||||
| Balance at 31 March 2022 | 21,847 | 91,041 | –83,464 | 858 | 30,282 | 4,938 | 35,221 |
[UNAUDITED] 1 October 2021 to 31 March 2022
| € thousand | 6M 2021/22 | 6M 2020/21 |
|---|---|---|
| Net profit (loss) for the period, after tax | –3,748 | –1,040 |
| Depreciation and amortization | 2,058 | 1,886 |
| Deferred tax expense (income) | –157 | –136 |
| Conversion of deferred income into revenue | –1,137 | –539 |
| Income from the acquisition of fully consolidated companies (Bargain Purchase) | 0 | –858 |
| Income from the release of provisions and liabilities | –186 | –149 |
| Share of profit or loss from equity-accounted investments | 1,218 | 360 |
| Other non-cash expenses (income) | –221 | –2,651 |
| Losses on disposals of intangible assets and property, plant and equipment | –27 | –10 |
| Gross cash flow | –2,201 | –3,137 |
| Change in trade receivables | –294 | 392 |
| Change in inventories | –959 | –29 |
| Change in tax assets and liabilities | 96 | 58 |
| Change in other assets and financial assets | –291 | –192 |
| Change in trade payables | 1,072 | –33 |
| Change in prepayments received | 186 | 73 |
| Change in provisions and other liabilities | –27 | –1,603 |
| Additions from deferred income | 1,355 | 314 |
| Cash flow from operating activities | –1,062 | –4,156 |
| Net cash outflows for acquisitions of companies (less cash and cash equivalents acquired) | –3,096 | –355 |
| Payments to acquire intangible assets | –188 | 0 |
| Payments to acquire property, plant and equipment | –2,211 | –549 |
| Net proceeds from other non-current assets | 7 | –1 |
| Investments in equity-accounted shareholdings | –1,173 | –564 |
| Proceeds from disposal of property, plant and equipment | 39 | 44 |
| Cash flow from investing activities | –6,623 | –1,425 |
| Proceeds from borrowings | 328 | 1 |
| Repayments of borrowings | –840 | –1,535 |
| Cash flow from financing activities | –512 | –1,535 |
| Net change in cash and cash equivalents | –8,197 | –7,117 |
| Cash and cash equivalents at start of reporting period | 24,545 | 18,943 |
| Exchange-rate-related change in cash | 93 | 126 |
| Cash and cash equivalents at end of reporting period | 16,441 | 11,952 |
| Cash flows from operating activities include: | ||
| Interest paid | 259 | 231 |
| Interest received | 5 | 13 |
| Income taxes paid | 73 | 376 |
| Income taxes received | 0 | 44 |
The Group interim report of BRAIN Biotech AG as at 31 March 2022 was prepared on the basis of IAS 34 (Interim Financial Reporting). All International Financial Reporting Standards (IFRS) that were binding as at the reporting date and had been adopted into European law by the European Commission were applied. The interim consolidated financial statements have not been audited in accordance with Section 317 of the German Commercial Code (HGB), nor have they been reviewed by an auditor.
On 1 February 2022, BRAIN Biotech AG acquired a 62% interest in Weriol Groep B.V., based in Nieuwkuijk, Netherlands. This acquisition also included Breatec B.V. and Panei B.V. (including Comix activities), both also located in Nieuwkuijk, Netherlands, as wholly owned subsidiaries of Weriol Groep B.V. (hereinafter collectively referred to as "Breatec").
Breatec is an established distributor, formulator and blender of functional food ingredients for the baking and milling industries. This acquisition will further accelerate the growth of BRAIN's BioIndustrial business area and expand the enzyme portfolio to include adjacent market segments.
The acquisition price for the acquired 62% interest in Breatec amounted to € 4,170 thousand. The purchase price includes an immediate cash outflow of € 3,494 thousand, an earn-out agreement of € 476 thousand subject to performance conditions for the 2022 calendar year, and a payment of € 200 thousand due in 12 months with no further conditions.
The acquisition generated € 1,532 thousand of partial goodwill on the acquisition date which is attributable to BRAIN Biotech AG shareholders on the basis of the interest held. The hidden reserves disclosed under other intangible assets (excluding goodwill) relate mainly to disclosed customer relationships and brand names.
The preliminary fair values of the identifiable assets and liabilities of Breatec as at the date of acquisition were:
| € thousand | Fair value recogni zed on acquisition |
|---|---|
| Assets | |
| Intangible assets (Customer relationships and trademarks) | 3,502 |
| Property, plant and equipment | 175 |
| Right-of-use assets | 946 |
| Inventories | 904 |
| Trade receivables | 1,396 |
| Other current assets | 64 |
| Cash & cash equivalents | 398 |
| Total assets | 7,385 |
| Liabilities | |
|---|---|
| Trade payables | –664 |
| Long term liabilities (interest bearing) | –1,202 |
| Short term liabilities (interest bearing) | –352 |
| Deferred tax liabilities | –902 |
| Total liabilities | –3,120 |
| Total identifiable net assets at fair value | 4,265 |
| Fair value of non-controlling interests (38%) | –1,621 |
| Goodwill | 1,526 |
| Purchase consideration transferred | 4,170 |
| Cash flow on acquisition |
|
| Cash & cash equivalents acquired with the subsidiary | 398 |
| Cash paid | –3,494 |
| Net cash flow on acquisition | –3,096 |
As at the acquisition date, the fair value of the trade receivables essentially corresponds to the gross amounts of the contractual receivables.
The acquired lease liabilities were measured at the present value of the remaining lease payments on the acquisition date. The rights-of-use were measured at the same amount as the lease liabilities.
Deferred tax liabilities comprise the effects of temporary differences between the fair values of the assets and liabilities identified as part of purchase price allocation, and their carrying amounts on the tax balance sheet.
Goodwill derives primarily from the synergies arising at Group level. The BRAIN Group possesses extensive product expertise and market access in the enzymes area. It is expected that the acquisition of Breatec's activities will enable the Group to realize both extended cost synergies and revenue synergies. Breatec was allocated to the "BioIndustrial" segment.
The entirety of the goodwill is not tax deductible.
The condensed interim financial statements include the results of Breatec for the twomonth period from the acquisition date. Since the acquisition date, Breatec has contributed € 1.1 million to the BRAIN Group's revenue and € –0.1 million to the net result for the reporting period. If the acquisition had taken place at the beginning of the financial year, BRAIN Group's revenue would have amounted to € 26.0 million, and the net result for the reporting period would have amounted to € –3.8 million.
Transaction costs of € 0.4 million were expensed and are included in other expenses in the consolidated income statement. They also form part of cash flow from operating activities in the consolidated statement of cash flows.
The non-controlling interests were as follows as at the acquisition date:
| € thousand | Interest in % | Interest in book equity |
Share of revalued equity |
|---|---|---|---|
| Non-controlling interests | 38.00 | 635 | 1,621 |
Put/call option agreements were also arranged between the remaining non-controlling interests and BRAIN Biotech AG, which enable BRAIN Biotech AG to acquire the remaining non-controlling interests at a contractually agreed EBITDA multiple during three exercise periods between 1 January 2025 and 31 March 2027. The put option gives the non-controlling interests the right to tender shares to the BRAIN Group at a contractually agreed EBITDA multiple in three exercise periods between 1 January 2025 and 31 March 2027.
The financial liability is recognized so as to reflect the highest probable liability, as the actual exercise dates are uncertain. The present value of the resultant contingent acquisition consideration amounted to € 5,199 thousand as at 1 February 2022. The capital reserves were reduced by € 5,199 thousand accordingly. The liability is subsequently remeasured with recognition in profit or loss.
In the segment reporting Breatec BV has been added to the Segment BioIndustrial. Compared with the consolidated financial statements as at 30 September 2021, no other changes have occurred in relation to the segment reporting. The segment results are presented in the following overview.
| BioScience BioIndustrial |
Reconciliation | Group | ||||||
|---|---|---|---|---|---|---|---|---|
| € thousand | 6M 21/22 | 6M 20/21 | 6M 21/22 | 6M 20/21 | 6M 21/22 | 6M 20/21 | 6M 21/22 | 6M 20/21 |
| Total revenue | 5,769 | 4,674 | 17,525 | 13,408 | –27 | –80 | 23,267 | 18,001 |
| Of which: Revenue generated with other segments |
0 | 37 | 27 | 43 | –27 | –80 | 0 | 0 |
| Of which: Revenue generated with external customers |
5,769 | 4,636 | 17,498 | 13,365 | 0 | 0 | 23,267 | 18,001 |
| R&D grant revenue3 [external] |
313 | 329 | 46 | 36 | 0 | 0 | 359 | 365 |
| Changes in inventories4 | 43 | 116 | 64 | 30 | 0 | 0 | 107 | 146 |
| Other income5 | 372 | 318 | 118 | 973 | –10 | –4 | 480 | 1,287 |
| Total operating performance | 6,497 | 5,437 | 17,753 | 14,447 | –37 | –84 | 24,213 | 19,799 |
| EBITDA | –3,155 | –3,738 | 2,388 | 2,164 | 43 | 8 | –725 | –1,566 |
| Adjusted EBITDA | –2,388 | –3,437 | 2,566 | 1,414 | 43 | 8 | 220 | –2,014 |
| Operating result (EBIT) | –3,815 | –4,392 | 990 | 932 | 43 | 8 | –2,783 | –3,452 |
| Finance income | 654 | 3,092 | ||||||
| Result from equity-accounted investments |
–1,218 | –360 | ||||||
| Finance costs | –290 | –290 | ||||||
| Result before taxes | –3,636 | –1,010 |
| Average for the reporting period | 6M 2021/22 | FY 2020/21 |
|---|---|---|
| Total employees, of which | 303 | 288 |
| Salaried employees | 278 | 264 |
| Industrial employees | 25 | 25 |
Furthermore, BRAIN employs scholarship/grant holders (1, FY 20/21: 3), temporary employees (12, FY 20/21: 12) and trainees (6, FY 20/21: 8).
2 After partial elimination within the
segment
3 Research and development grant revenue 4 Changes in inventories of finished goods
and work in progress
5 Other income in 6M 2020/21 and Q2 2020/21 contains € 858k Gain on bargain
purchase.
6 Excluding the members of the parent company's Management Board and the subsidiaries' managing directors
During the first six months of the 2021/22 financial year, no new transactions with related parties were concluded that were not already presented in the financial statements as at 30 September 2021, and that had a significant effect on the financial position and performance of the BRAIN Group.
BRAIN has reached a major milestone by successfully performing genome editing in mammalian cell lines using its proprietary CRISPR-Cas genome editing nucleases, BRAIN-Metagenome-Cas (BMC) and BRAIN-Engineered-Cas (BEC). This is expected to pave the way for the potential launch of BRAIN's genome editing technology in very large addressable markets such as livestock breeding, cell lines, pharmacology and therapeutic applications. The company will continue to develop this technology with partners for a variety of end markets and applications.
These BRAIN-developed genome editing nucleases are already being deployed successfully in customer projects in the BioScience area, and are used to optimize highly efficient microbial producer strains that drive biological production in so-called microbial cell factories. Together with partners, these proprietary genome editing nucleases are currently being further developed for applications in agriculture, pharmaceutical cell lines, marine applications and industrial producer strains.
BRAIN has largely contained any strongly negative effects from the coronavirus pandemic. However, travel restrictions and social distancing may continue to make it difficult for BRAIN to visit clients in order to acquire new projects. This can lead to delays in customer acquisition and the signing of new contracts. The associated company SolasCure Ltd. was affected by the pandemic insofar as clinic closures led to delays in clinical trials. Additional risks arising from the currently strained supply chain situation and high inflation rates cannot be ruled out for the remainder of the financial year. No significant changes are identifiable concerning the business outlook compared with the outlook report presented in the 2020/21 annual report (page 97). Despite the ongoing Covid-19 pandemic and the supply chain situation, BRAIN is confident that it will be able to achieve the targets it has set for this year.
According to the best of our knowledge and in accordance with applicable principles for interim reporting, the interim consolidated financial statements convey a true and fair view of the Group's financial position and performance. The interim Group management report conveys a true and fair view of the development and course of business operations as well as of the Group's position, and appropriately presents the significant opportunities and risks entailed in the Group's future development during the remaining months of the financial year.
Zwingenberg, 30 May 2022
The Management Board
Adriaan Moelker Lukas Linnig
The following contact person is available to respond to your queries:
Head of Investor Relations & Sustainability Michael Schneiders
Phone: +49-(0)6251–9331–86 [email protected]
| 29.08.2022 | Publication of the quarterly statement as at 30.06.2022 (9M) |
|---|---|
| 16.01.2023 | Publication of the annual report as at 30.09.2022 (12M) |
| 27.02.2023 | Publication of the quarterly statement as at 31.12.2022 (3M) |
| 08.03.2023 | Annual General Meeting |
This interim report might contain certain forward-looking statements that are based on current assumptions and forecasts made by the management of the BRAIN Group and other currently available information. Various known and unknown risks and uncertainties as well as other factors can cause the company's actual results, financial position, development or performance to diverge significantly from the estimates provided here. BRAIN Biotech AG does not intend and assumes no obligation of any kind to update such forward-looking statements and adapt them to future events or developments. The interim report can include information that does not form part of accounting regulations. Such information is to be regarded as a supplement to, but not a substitute for, information prepared according to IFRS. Due to rounding, it is possible that some figures in this and other documents do not add up precisely to the stated sum, and that stated percentages do not reflect the absolute figures to which they relate. This document is a translation of a document originally prepared in German. Where differences occur, precedence is given to the original German version.
Publication date: 30 May 2022
Published by:
BRAIN Biotech AG Darmstädter Straße 34 –36 64673 Zwingenberg · Germany
phone +49 (0) 62 51 / 9331-0 fax +49 (0) 62 51 / 9331-11 e-mail [email protected] web www.brain-biotech.com
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