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BRAIN Biotech AG

Quarterly Report Jun 3, 2022

6314_10-q_2022-06-03_1b485314-93df-4beb-9e3e-9857f0cca13c.pdf

Quarterly Report

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HALF-YEAR REPORT as at 31 March 2022

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

ABOUT BRAIN

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).

CONTENTS

SIGNIFICANT EVENTS

1 January 2022 to 31 March 2022

BRAIN Group expands its food enzymes business through acquisition of Breatec B.V., including Comix activities

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-Engineered-Cas (BEC) classified as patentable technology

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.

AnalytiCon Discovery and Pharvaris extend their partnership

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 Biotech and Formo: strategic partnership of European biotech experts for animal-free milk protein production

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.

INTERIM GROUP MANAGEMENT REPORT

1 October 2021 to 31 March 2022

I. GROUP BASIS AND GENERAL CONDITIONS

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.

II. ECONOMIC AND BUSINESS REPORT

1. Results of operations

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

2. Net assets

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.

3. Financial position

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.

III. SIGNIFICANT OPPORTUNITIES AND RISKS

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.

IV. OUTLOOK

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.

CONSOLIDATED INCOME STATEMENT [UNAUDITED]

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.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME [UNAUDITED]

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (BALANCE SHEET) [UNAUDITED] 31 March 2022

€ 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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

[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

CONSOLIDATED STATEMENT OF CASH FLOWS

[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

SELECTED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED] 1 October 2021 to 31 March 2022

Accounting policies

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.

Business combinations

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.

Segment reporting

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

Number of employees in the Group6

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

Related party transactions

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.

Events after the end of the quarter

Successful genome editing in mammalian cells using BRAIN-Metagenome-Cas (BMC) and BRAIN-Engineered Cas (BEC)

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.

Covid-19 and the supply chain situation – business performance and forecast

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.

Responsibility statement

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

CONTACT

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]

FINANCIAL CALENDAR

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

Disclaimer

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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