VII. Financial instruments / risks from financial instruments

The following overview presents recognized financial instruments based on their IFRS 9 measurement categories. To improve the presentation of the financial instruments relevant to the company in terms of their comparable measurement uncertainties and risks, cash and cash equivalents are presented separately in the following.

The following abbreviations are used for the measurement categories:

Abbreviation IFRS 9 measurement categories
AC Amortized cost Financial assets and liabilities measured at amortized cost
FVTPL Fair value through profit and loss Financial assets and liabilities measured at fair value through profit or loss

Financial assets and liabilities are as follows on a summarized basis:

Category Category Carrying amount Fair value
€ thousand IFRS 9 30.09.2023 (30.09.2022) Amortized cost Cost
IFRS 16
Fair value through profit or loss 30.09.2023 (30.09.2022)
Assets
Trade receivables AC 9,442 
(8,036)
9,442
(8,036)
Other current and non-current assets AC

111

(134)

111

(134)

Other financial assets AC

178

(435)

178

(435)

Cash and cash equivalents AC 5,352
(8,443)
5,352
(8,443)
Total 15,083
(17,048)
15,083
(17,048)
Category Category Carrying amount Fair value
€ thousand IFRS 9 30.09.2023 (30.09.2022) Amortized cost Cost
IFRS 16
Fair value through profit or loss 30.09.2023 (30.09.2022)
Liabilities
Trade payables AC 5,617
(6,754)
5,617
(6,754)
Financial liabilities AC 25,466
(15,144)
17,282
(8,459)
8,184
(6,685)
0
(15,144)
Financial liabilities FVTPL 3,539
(8,728)
3,539
(8,728)
3,539
(8,728)
Other liabilities AC 254 
(317)
254 
(317)
Total 34,876 
(30,943)
23,153 
(15,530)
8,184 
(6,685)
3,539 
(8,728)
3,539 
(23,872)

No financial instruments exist that are to be classified in the FVTOCI category.

Cash and cash equivalents, other current assets, trade receivables, and trade payables mainly have short terms remaining. As a consequence, their carrying amounts at the end of the reporting period approximate their fair values. Non-current financial assets consist of deposits and loans extended whose rates of interest mainly correspond to current market interest-rate levels.

Liabilities to banks and other lenders, as well as to silent partners, reported in current and non-current financial liabilities, are measured at amortized cost. The fair values of financial liabilities are determined by discounting, applying current discount rates that match the maturity and risk of the liabilities. The fair values mainly correspond to the carrying amounts due to regular refinancing measures at market interest rates. The terms are presented in detail in section (21) Financial liabilities.

The carrying amounts of the financial instruments measured at fair value are classified as follows in accordance with the IFRS fair value hierarchy: listed prices in an active market (Level 1), valuation techniques based on observable inputs (Level 2), and valuation techniques based on unobservable inputs (Level 3).

No reclassifications between the different hierarchy levels were implemented.

The carrying amount of Level 2 financial liabilities (FVTPL) at the end of the reporting period stood at € 3,539 thousand (previous year: € 8,728 thousand). These are put option liabilities to non-controlling shareholders of Breatec Group as well as, in the previous year, forward exchange contracts with various terms.

The contractual undiscounted cash outflows of financial liabilities within the scope of IFRS 7 are shown in the following table:

30.09.2023 in € thousand 23/24 24/25 25/26 26/27 27/28 28/29 29/30 30/31 31/32 32/33 33/34ff
Silent partnerships (without profit-sharing) 1,249 180 762 726 1,854 0 0 0 0 0 0
Liabilities to lenders 2,977 6,042 1,859 2,905 1,057 314 94 94 94 94 794
Lease liabilities 1,688 1,622 1,379 1,252 1,185 1,119 500 281 0 0 0
Liabilities from acquiring interests in fully consolidated companies12 0 3,608 0 0 0 0 0 0 0 0 0
Derivative financial instruments (forward foreign exchange transactions) 82 0 0 0 0 0 0 0 0 0 0
Other liabilities 254 6 0 0 0 0 0 0 0 0 0
Trade payables 5,617 0 0 0 0 0 0 0 0 0 0
Total 11,866 11,458 4,000 4,883 4,096 1,433 594 375 94 94 794
12 The exercise of the Breatec Group put option as of the latest possible date would lead to a cash outflow of € 6.3 million in the 2026/27 financial year.
30.09.2022 in € thousand 22/23 23/24 24/25 25/26 26/27 27/28 28/29 29/30 30/31 31/32ff
Silent partnerships (without profit-sharing) 580 1,159 227 762 726 1,854 0 0 0 0
Liabilities to lenders 1,508 814 401 323 1,235 0 0 0 0 0
Lease liabilities 1,367 1,120 999 867 741 688 689 278 281 0
Liabilities from acquiring interests in fully consolidated companies 5,103 0 3,598 0 0 0 0 0 0 0
Derivative financial instruments (forward foreign exchange transactions) 297 0 0 0 0 0 0 0 0 0
Other liabilities 31 175 0 0 0 0 0 0 0 0
Trade payables 6,754 0 0 0 0 0 0 0 0 0
Total 15,641 3,266 5,226 1,952 2,702 2,542 689 278 281 0

The following table shows the net gains or losses on financial instruments by measurement category:

€ thousand
2022/23
(2021/22)
From interest and dividends From subsequent fair value measurement/impairment From disposals Net gains/losses
Loans and receivables 22
(17)
-2
(3)
36
(-230)
56
(-210)
Financial liabilities measured at (amortized) cost -776
(-454)
0
(0)
0
(578)
-776
(125)
Leasing -162
(-118)
0
(0)
0
(0)
-162
(-118)
Financial liabilities measured at fair value through profit or loss 0
(0)
-146
(-333)
0
(0)
-146
(-333)
Total -916
(-555)
-148
(-330)
36
(348)
-1,028
(-536)

Interest income and expenses relating to financial instruments are reported under “finance income” and “finance costs” in the consolidated statement of comprehensive income. The total interest expense relating to financial liabilities that are not measured at fair value through profit or loss amounted to € 776 thousand (previous year: € 454 thousand).

Risk management/risks from financial instruments

The Group’s business activities expose it to various financial risks: credit risk, foreign currency risk, interest rate risk, put option risk and liquidity risk. Further information can be found in the Report on Risk and Opportunities in the Group management report.

The Management Board has implemented a risk management system to identify and avoid risks. This system is based inter alia on rigorous supervision of business transactions, comprehensive exchange of information with the employees responsible, and regular – mostly quarterly – analyses of key performance indicators for the business.

The risk management system was implemented to be able to identify adverse developments at an early stage and launch countermeasures as quickly as possible.

With regard to the financial instruments the Group deploys, the objective of the risk management function at BRAIN is to minimize the risk exposure arising from financial instruments. The company does not enter into derivative financial instrument transactions without a corresponding underlying basis transaction. In both the reporting period and the prior-year period, liquid funds were mainly invested with financial institutions in Germany and the UK.

The financial instruments that are recognized on the balance sheet can as a matter of principle generate the following risks for the Group:

Credit risk

Credit risk describes the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk consists of both counterparty credit risk and the risk of a deterioration in credit quality, along with cluster risk. The maximum default risk corresponds to the carrying amounts of the financial instruments on the balance sheet date; see section (16) Trade receivables. The counterparty credit risk relevant to the Group’s operating activities is represented by the risk that business partners will fail to discharge their payment obligations. Risk concentration is not identifiable in the customer receivables area of the BioScience segment insofar as the claims exist in relation to a group of customers exhibiting above-average creditworthiness. Receivables in the BioProducts area exist in relation to many different contractual partners. The credit quality of the contracting parties is assessed to mitigate the counterparty credit risk exposure of customer receivables. The factors assessed include financial position, past experience and other factors. The corresponding financial transactions are mostly entered into only with counterparties with excellent credit ratings. Liquid funds are invested mainly in accounts with financial institutions on Germany and the UK.

Currency risk

In addition, BRAIN is exposed to foreign currency risks. Income of € 231 thousand from currency differences (previous year: € 633 thousand) is offset by € 292 thousand of expenses from currency differences (previous year: € 515 thousand), so the resultant effects in both the 2022/23 and 2021/22 financial years largely offset each other, with only a small net expense remaining. Foreign currency positions are generally of minor importance within the BRAIN Group. An IFRS 7 sensitivity analysis of foreign currency risks is not relevant for the financial statements due to their subordinate significance.

Interest rate risk

Interest rate risk describes the risk of fluctuations in the value of a financial instrument because of changes in market interest rates. The largest portion of the loan has a fixed-interest period matching its maturity. The Management Board consequently believes that it is not exposed to material direct interest rate risk.

The risk exposures of the loans that match their maturities are limited to the risk that BRAIN cannot benefit from any potentially lower lending rates that may be obtained during the terms of the deposits and loans.

The Group benefited to only a limited extent from lower market borrowing rates due to the high proportion of fixed interest arrangements for its financial liabilities (> 95 %; previous year: > 95 %).

Further interest rate risks are detailed in the section “Valuation risks connected with foreign currency put option agreements”.

Capital management/liquidity risk

The capital management function of BRAIN Biotech AG pursues the objective of financing the company’s planned growth and of securing corresponding resources for short-term financing requirements.

For this reason, the aim is to achieve an equity ratio in line with industry standards and to ensure adequate liquidity through other suitable financial instruments such as borrowed capital and silent participations. The equity ratio amounted to 32 % as at 30 September 2023 (previous year: 44 %). The capital under management includes all current and non-current liability items as well as equity components. Financial terminology as presented in the financial statements is also utilized for debt and equity management purposes.

BRAIN Biotech AG and its subsidiaries are not subject to any capital adequacy requirements above and beyond those in the German Stock Corporation Act (AktG) and the German Limited Liability Company Act (GmbHG).

Valuation risks connected with put option agreements

Due to a put option arrangement with non-controlling interests in a subsidiary in the Netherlands which was acquired in the 2021/22 financial year, various valuation risks arise which are presented below. Significant inputs for inclusion in the Group include the relevant EBITDA included in the calculation, the relevant discounting rate as well as the imputed exercise date.

The actual obligation depends on the relevant EBITDA on the exercise date. Given 10 % higher relevant EBITDA on the imputed exercise date of the put option rights, a € 325 thousand higher liability would arise as at 30 September 2023. Given 10 % lower relevant EBITDA on the imputed exercise date of the put option rights, a € 325 thousand lower liability would arise as at 30 September 2023. Accordingly, the change will be reported in profit or loss in the statement of comprehensive income.

Furthermore, the respective interest rate exerts an influence on the fair value recognized on the balance sheet. Given a one percentage point lower relevant interest rate for the put option rights, a € 15 thousand higher liability would arise as at 30 September 2023. Given a one percentage point higher relevant interest rate for the put option rights, a € 15 thousand lower liability would arise as at 30 September 2023. Accordingly, the change will be reported in profit or loss in the statement of comprehensive income.

The exercise date forms a further significant influencing factor. Due to the expected EBITDA growth and rising EBITDA multiples, the measurement of the liability is based on the exercise of the option rights in the next possible period (1 January to 31 March 2025), and the liability is reported under non-current financial liabilities. If, for example, the option holders were not to exercise their options until the last possible period (1 January to 31 March 2027), this would result in a € 1,841 thousand higher cash outflow in the 2026/27 financial year.

A detailed listing of opportunities and risks is also presented in the Group management report of BRAIN Biotech AG.