V. Notes to the consolidated statement of comprehensive income

Adjustments to earnings

In relation to certain matters, the Management Board defines adjustments for non-operating or non-recurring effects up to the level of EBITDA. The following table shows the reconciliation of reported EBITDA to adjusted EBITDA excluding the aforementioned earnings and expenses as described in the table.

€ thousand 2022/23 2021/22
EBITDA, including: -826 -1,309
Personnel expenses from share-based payment components -714 -1,384
Personnel expenses related to M&A transactions and the integration of acquired businesses -234 -
Other operating expenses related to M&A transactions and the integration of acquired businesses -279 -476
Other income from the divestment of L.A. Schmitt GmbH - 650
Adjusted EBITDA 402 -98

1 Revenue

The Group’s revenue includes revenue from the sale of goods and products totaling € 44,953 thousand (previous year: € 38,974 thousand), remuneration from research and development partnerships amounting to € 7,634 thousand (previous year: € 9,378 thousand), utilization fees of € 2,558 thousand (previous year: € 1,157 thousand) and other revenue of € 190 thousand (previous year: € 0 thousand).

Fees from research and development partnerships consist of one-off fees, ongoing research and development fees, and performance-related fees from milestones and project success points.

The composition of revenue by segments and regions is presented in IV Segment reporting.

2 Research and development grant revenue

R&D grant revenue amounting to € 890 thousand (previous year: € 786 thousand) consists of non-repayable grants received for specific research and development projects, mainly for projects sponsors acting on behalf of the Federal Ministry of Education and Research (BMBF). The BMBF has the right to examine whether the funds granted are being used for the designated purpose.

3 Other income

Other income consists of:

€ thousand 2022/23 2021/22
Income from release of liabilities and provisions 134 239
Benefits in kind and rental income 118 120
Income from translating foreign currency items 231 633
Other out-of-period income 45 114
Income from the divestment of L.A. Schmitt GmbH 0 650
Miscellaneous other income 243 89
Total 771 1,845

4 Cost of materials

The cost of materials contains the cost of raw materials, consumables, and supplies, the cost of purchased merchandise, and the cost of services, in particular for third-party research and development expenses relating to R&D partnerships with universities and with other technology companies.

5 Personnel expenses

Share-based payment and other long-term employee benefits
Employee Stock Ownership Program (ESOP)

The following overview shows the measurement date and the exercise price.

ESOP 2017/18 Measurement date Options outstanding Exercise price (€)
ESOP 2017/18 08 June 2018 63,000 20.67
ESOP 2018/19 Measurement date Options outstanding Exercise price (€)
ESOP 2018/19 12 March 2019 177,600 10.64
ESOP 2019/20 9 March 2020 248,000 9.11
ESOP 2020/21-Oct 2 October 2020 60,000 7.37
ESOP 2020/21-Mar 15 March 2021 316,000 9.03
ESOP 2021/22-Oct 8 April 2022 270,000 8.71
ESOP 2021/22-Oct 27 September 2022 60,000 5.43
ESOP 2022/23-Oct 1 October 2022 90,000 5.22
ESOP 2022/23 Measurement date Options outstanding Exercise price (€)
ESOP 2022/23-Sep-I 20 September 2023 133,000 4.62
ESOP 2022/23-Sep-II 27 September 2023 113,524 4.59

When the options were issued in the 2022/23 financial year for the ESOP 2022/23-Oct, the grant date was 1 October 2022, for the ESOP 2022/23-Sep-I the grant date was 20 September 2023, and for the ESOP 2022/23-Sep-II the grant date was 27 September 2023.

The following overview presents the options granted, expired, forfeited, and exercised in the financial year under review per type:

Options for managers and employees Options for Management Board members
Outstanding as at 30.09.2022 696,600 510,000
Granted in the financial year 173,000 163,524
Expired in the financial year 12,000 0
Forfeited in the financial year 0 0
Exercised in the financial year 0 0
Outstanding as at 30.09.2023 857,600 673,524
Exercisable as at 30.09.2023 180,600 60,000

The following parameters were applied as at the measurement date:

Parameter Options for Management Board members, managers and employees
(ESOP 2022/23-Oct): Issued in the 2022/23 financial year
Options for Management Board members, managers and employees
(ESOP 2022/23-Sep-I): Issued in the 2022/23 financial year
Options for Management Board members, managers and employees
(ESOP 2022/23-Sep II): Issued in the 2022/23 financial year
Measurement date 1 October 2022 20 September 2023 27 September 2023
Remaining term (in years) 7 6 6
Share price on the measurement date (€) 4.41 4.48 4.38
Exercise price (€) 5.22 4.62 4.59
Expected dividend yield (%) 0.0 0.0 0.0
Expected volatility of the BRAIN share (%) 55.15 57.42 57.60
Expected volatility of the HDAX 110 Index (%) n/a 22.13 22.13
Expected volatility of NASDAQ Biotechnology Index (%) n/a 25.90 25.83
Risk-free interest rate (%) 1.83 2.87 2.88
Model applied Monte Carlo Monte Carlo Monte Carlo
Value cap per option (€) 35.22 n/a n/a
Fair value per option (€) 2.01 2.03 2.00

As the company receives the consideration in the form of work and similar service, pursuant to IFRS 2 an amount of € 797 thousand (previous year: € 748 thousand) for these share-based payment schemes is recognized at BRAIN Biotech AG. Of this amount, € 242 thousand relates to Management Board members (previous year: € 227 thousand).

Growth equity program at Biocatalysts Ltd.

In the 2018/19 financial year, a share-based compensation scheme was established to incentivize and retain managers at Biocatalysts Ltd., which was acquired in the 2017/18 financial year, in which managers at local company level participate. In the 2018/19 financial year, the managers acquired 50,197 shares at a nominal price of GBP 0.1, in other words, at a total amount of GBP 5,020. The shares carry neither voting rights nor profit participation rights.

The program was settled in the financial year under review. In the financial year under review, a corresponding income in personnel expenses of € 82 thousand (previous year: expenses of € 636 thousand) was recognized as an adjustment to the liability. The resulting liability of € 1,273 thousand is recognized under other liabilities [22].

“CoPerBo” Corporate Performance Bonus for employees of BRAIN Biotech AG

In the 2015/16 financial year, a performance-based compensation scheme was set up for BRAIN Biotech AG employees. This scheme was continued in the financial year under review and commits an annual bonus to BRAIN Biotech AG staff depending on their respective basic salary received in the financial year and certain development factors. The bonus level is significantly affected in this context by three development factors, each of which affect one third of the bonus payable. All employees of BRAIN Biotech AG with separate target agreements are not entitled to this program.

The first factor is the year-to-year percentage change in the BRAIN Biotech Group’s revenue in the respective financial year. The second factor is the change in BRAIN Biotech Group’s adjusted EBITDA. A change in these factors of one million is defined as 10 %. The third factor is the change in the weighted average share price over the financial year. The bonus payments for the financial year elapsed are always scheduled to occur in the January of the subsequent year, as the audited segment information is available on that date. The payout range is fixed at between 0 and 30 % of the basic salary paid to an employee. Only ten percentage points may result from each factor.

The information from these financial statements was utilized to calculate the level of the obligation. The provision’s effect on adjusted EBITDA was taken into consideration through applying an iterative calculation.

The periodic expense from this program amounted to € 0 thousand for the 2022/23 financial year. A liability of € 0 thousand was formed as at 30 September 2023. An obligation of € 0 thousand arose for the 2021/22 financial year.

Pension commitments

The effects from measuring defined benefit pension commitments for two former Management Board members, which are included in the statement of comprehensive income, consist of the following:

€ thousand 2022/23 2021/22
Service cost 0 0
Interest cost from the DBO/pension obligation 116 59
Return on plan assets -74 -33
Expenses recognized in the operating result 42 26
Remeasurement effects -24 -901
Net effect: other comprehensive income -24 -901
Total expenses 18 -875

The benefit entitlements of two former Management Board members consist of a retirement pension from the age of 65 as well as surviving dependents’ and invalidity benefits, which are paid out through an occupational pension plan (defined benefit plans).

The defined benefit obligation (DBO) reports the following changes:

€ thousand 2022/23 2021/22
Value on 1 October 3,179 5,250
Interest cost 116 59
Service cost 0 0
Remeasurement due to changes to demographic assumptions 0 0
Actuarial gains (-) and losses (+) from changes in financial assumptions -219 -2,121
Remeasurement due to experience-based adjustments -6 -9
Value on 30 September 3,070 3,179

The actuarial gains arise mainly from the adjustment of the actuarial interest rate.

The obligation was covered by reinsurance. Plan assets report the following changes:

€ thousand 2022/23 2021/22
Value on 1 October 2,026 2,979
Return on plan assets 74 33
Contributions paid 243 243
Remeasurement effects -201 -1,229
Value on 30 September 2,142 2,026

The plan assets arise exclusively from claims from reinsurance in the form of life insurance policies. To this extent, the fair value cannot be derived from a price in an active market and for this reason is also calculated actuarially.

After offsetting the obligation with the assigned plan assets, the amounts recognized on the balance sheet are as follows:

€ thousand 30.09.2023 30.09.2022
Defined benefit obligation 3,070 3,179
Plan assets -2,142 -2,026
Provision for pension schemes 928 1,153
€ thousand 2022/23 2021/22
Value on 1 October 1,153 2,271
Net interest costs 42 26
Service cost 0 0
Contributions paid -243 -243
Remeasurement effects -24 -901
Value on 30 September 928 1,153

In relation to pension obligations hedged through corresponding reinsurance, the “Richttafeln 2018G, Heubeck-Richttafeln GmbH, Köln 2018” mortality tables were utilized to measure the pension obligation as at 30 September 2023.

When measuring the pension obligation, an actuarial interest rate of 4.05 % (previous year: 3.65 %) and a pension trend of 1.00 % (previous year: 1.00 %) was applied. The cashflow-weighted duration of the payment obligation scope amounts to 17.7 years (previous year: 19.1 years).

The significant valuation assumptions show the following sensitivities with regard to changes in the defined benefit obligation:

€ thousand 30.09.2023 30.09.2022
Change in interest rates +0.25 % -126 -142
Change in interest rates -0.25 % 134 151
Increase in pension trend p.a. +0.25 % 104 111
Life expectancy + 1 year 71 78
Life expectancy – 1 year -73 -80

The expected contributions to plan assets in the 2023/24 financial year amount to approximately € 243 thousand. No pension payments are expected for the 2023/24 financial year.

These include € 438 thousand (previous year: € 405 thousand) of expenses for pensions (occupational pension scheme, life insurance and pension insurance association contributions).

The employer contributions to the statutory pension insurance scheme amounted to € 1,417 thousand in the financial year under review (prior year: € 1,307 thousand).

Post-employment benefit costs of approximately € 448 thousand and employer contributions to the statutory pension insurance scheme (defined contribution benefit pension plan) of approximately € 1,464 thousand are expected in the 2023/24 financial year.

6 Depreciation, amortization and impairment

Depreciation, amortization and impairment charges are presented in the statements of changes in intangible assets and property, plant and equipment in the notes to the balance sheet.

7 Other expenses

Other expenses consist of the following:

€ thousand 2022/23 2021/22
Advertising and travel expenses 1,168 862
Occupancy costs 1,341 1,381
Distribution, sales, and logistics expenses 1,639 1,331
Legal and consulting expenses 1,496 1,320
Repair and maintenance expenses 591 625
Office and business supplies 462 516
Costs of financial statements and auditing 543 408
Insurance 534 376
Services 447 333
Supervisory Board compensation 345 257
Currency translation expenses 292 515
Other levies and license fees 370 231
Training costs 175 156
Miscellaneous other expenses 1,206 1,394
Other expenses, total 10,609 9,706

8 Finance income

Finance income consists of the following:

€ thousand 2022/23 2021/22
Income from dilution of interests held in equity-accounted investments 541 2,356
Income from the (subsequent) measurement of financial derivatives 219 0
Income from subsequent measurement of financial liabilities 0 1,234
Interest income from loans to equity-accounted investments 4 4
Miscellaneous finance income 25 12
Finance income, total 789 3,606

Income from the subsequent measurement of financial liabilities derives mainly from the change in measurement and exercise of put option rights relating to non-controlling interests of the Breatec Group in an amount of € 0 thousand (previous year: € 1,234 thousand).

9 Finance costs

Finance costs consist of the following:

€ thousand 2022/23 2021/22
Expenses from subsequent measurement of financial derivatives 0 308
Interest cost for silent partnerships 259 280
Interest cost for loans 437 146
Interest costs for leases 162 103
Expenses from the subsequent measurement of financial liabilities for the potential acquisition of non-controlling interests (put options) 365 816
Miscellaneous finance costs 84 43
Finance costs, total 1,307 1,696

The expense from the subsequent measurement of financial liabilities derives mainly from the change in measurement and exercise of put option rights relating to non-controlling interests of Biocatalysts Ltd. in an amount of € 235 thousand (previous year: € 816 thousand) and of the Breatec Group in an amount of € 130 thousand (previous year: € 0 thousand).

10 Current and deferred taxes

Deferred taxes are measured using the tax rates expected to apply in the period when the asset is realized, or the liability is settled. For all German entities included in the Group, this is 15.825 % for corporate income tax, including the solidarity surcharge (previous year: 15.825 %). The trade tax rate for domestic Group companies and the combined tax rate are shown below:

Trade tax rate 2022/23 2021/22
BRAIN Biotech AG 13.30 % 13.30 %
BRAIN Capital GmbH 13.30 % 13.30 %
AnalytiCon Discovery GmbH 15.93 % 15.93 %
Mekon Science Networks GmbH 13.30 % 13.30 %
WeissBioTech GmbH 14.53 % 14.53 %
Combined tax rate 2022/23 2021/22
BRAIN Biotech AG 29.13 % 29.13 %
BRAIN Capital GmbH 29.13 % 29.13 %
BRAIN US LLC 21.00 % 23.90 %
AnalytiCon Discovery GmbH 31.75 % 31.75 %
AnalytiCon Discovery LLC 21.00 % 23.90 %
Mekon Science Networks GmbH 29.13 % 29.13 %
Biocatalysts Ltd. 25.00 % 19.00 %
Biocatalysts Inc. 21.00 % 21.00 %
Biosun Biochemicals Inc. 21.00 % 21.00 %
Weriol Group BV 25.80 % 25.80 %
Breatec BV 25.80 % 25.80 %
WeissBioTech GmbH 30.35 % 30.35 %

Of the income tax assets of € 56 thousand (previous year: € 0 thousand), € 39 thousand (previous year: € 0 thousand) relate to corporation tax and the solidarity surcharge, and € 17 thousand (previous year: € 0 thousand) relate to trade tax. Of the income tax liabilities of € 44 thousand (previous year: € 190 thousand), € 35 thousand (previous year: € 18 thousand) relate to corporation tax and the solidarity surcharge, and € 9 thousand (previous year: € 172 thousand) relate to trade tax.

Deferred tax assets and liabilities and their changes in the financial year are as follows:

30.09.2023 30.09.2022
€ thousand Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities
Intangible assets 0 1,791 0 2,150
Tax loss carryforwards/carrybacks 315 0 790 0
Property, plant and equipment 58 2,390 56 2,024
Trade receivables 2 3 2 3
Pension liabilities 12 0 24 0
Financial liabilities 20 0 0 0
Provisions and liabilities 14 7 15 3
Total 422 4,190 888 4,180
Offset -422 -422 -888 -888
Total 0 3,768 0 3,292
€ thousand 2022/23
Net deferred tax liabilities at start of financial year (1 October 2022) 3,292
Additions to deferred tax assets/liabilities due to changes in the scope of consolidation 0 0
Change in deferred taxes due to exchange rate differences 19 19
Change in temporary differences between carrying amounts of assets and liabilities on the IFRS balance sheet and their tax base (recognized in profit or loss) -18
Deferred tax expense from the reversal of deferred tax assets from tax loss carryforwards 475
Deferred tax expense reported in the statement of comprehensive income 457
Net deferred tax liabilities at end of financial year (30 September 2023) 3,768

The differences between the expected income tax income based on the IFRS loss before taxes for the period and combined tax rate of BRAIN Biotech AG of 29.125 % (previous year: 29.125 %) and the income tax expense reported in the consolidated statement of comprehensive income are shown in the following table:

€ thousand 2022/23 2021/22
Consolidated net profit/loss for the period before taxes -7,489 -6,165
Expected tax income -2,181 -1,795
Different tax rates applicable to consolidated subsidiaries -129 -141
Effects of changes in tax rates 86 69
Permanent differences from consolidation adjustments 746 612
Permanent differences from equity transactions 0 0
Permanent differences from subsequent measurement of financial assets and liabilities 106 -121
Permanent differences from equity-settled share-based compensation 232 218
Tax-free income / non-deductible expenses -62 0
Utilization of tax loss carryforwards from previous periods -3 0
Non-capitalized tax loss carryforwards 1,774 2,227
Out-of-period taxes and other differences 37 -892
Reported current or deferred income tax income (-)/ expense (+) 625 176

The following table shows the maturity of the deferred taxes recognized at the end of the reporting period. Deferred taxes are classified as current if the entity expects to realize the asset or settle the liability within twelve months after the reporting period.

€ thousand 2022/23 2021/22
Current deferred tax assets 328 12
Non-current deferred tax assets 94 87
Current deferred tax liabilities 679 676
Non-current deferred tax liabilities 3,511 2,714
Net current deferred tax -351 -665
Net non-current deferred tax -3,417 -2,628

Based on the detailed planning horizon of three financial years modelled in the consolidated entities’ tax projections, no deferred tax assets were recognized for tax loss carryforwards with an (in principle) unlimited carryforward period resulting from financial year 2022/23 and prior financial years amounting to € 84,299 thousand (corporation tax; previous year: € 77,277 thousand) and € 82,696 thousand (trade tax; previous year: € 77,007 thousand). The potential tax benefits that have consequently not been recognized amount to € 24,503 thousand (prior year: € 22,517 thousand).

No deferred taxes arose from a difference between tax valuations of participating interests and the net assets of subsidiaries included in the consolidated financial statements.

11 Earnings per share

Earnings per share attributable to the shareholders of BRAIN Biotech AG were calculated based on the loss for the period of € -8,279,463 as reported in the consolidated income statement (previous year: € -6,589,514).

Earnings per share are calculated by dividing the loss accruing to the shareholders of BRAIN Biotech AG for the period by the average number of shares of BRAIN Biotech AG issued in the financial year. The average number of shares in financial year 2022/23 amounted to 21,847,495 no-par value shares (previous year: 21,847,495 no-par value shares).

No dilutive effects arise at present.