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 2023/24 2022/23
EBITDA, including: -4,029 -826
Personnel expenses in connection with the Royalty Pharma transaction -2,467 0
Other operating expenses in connection with the Royalty Pharma transaction -248 0
Personnel expenses from share-based payment components -894 -714
Personnel expenses related to M&A transactions and the integration of acquired businesses 0 -234
Other operating expenses related to M&A transactions and the integration of acquired businesses 0 -279
Adjusted EBITDA -420 402

1 Revenue

The Group’s revenue includes revenue from the sale of goods and products totaling € 44,663 thousand (previous year: € 44,953 thousand), remuneration from research and development partnerships amounting to € 8,733 thousand (previous year: € 7,634 thousand), utilization fees of € 1,106 thousand (previous year: € 2,558 thousand) and other revenue of € 128 thousand (previous year: € 190 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 € 868 thousand (previous year: € 890 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 2023/24 2022/23
Income from release of liabilities 53 134
Benefits in kind 143 118
Income from translating foreign currency items 39 231
Other out-of-period income 78 45
Miscellaneous other income 139 243
Total 453 771

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 12 March 2018 63,000 20.67
ESOP 2018/19 Measurement date Options outstanding Exercise price (€)
ESOP 2018/19 8 June 2018 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 312,000 9.03
ESOP 2021/22-Apr 8 April 2022 264,000 8.71
ESOP 2021/22-Sep 27 September 2022 60,000 5.43
ESOP 2022/23-Oct 1 October 2022 90,000 5.22
ESOP 2023 Measurement date Options outstanding Exercise price (€)
ESOP 2022/23-Sep-I 20 September 2023 122,000 4.62
ESOP 2022/23-Sep-II 27 September 2023 113,524 4.59
ESOP 2023/24-Dec 14 October 2023 245,069 3.69

When the options were issued for the ESOP 2023/24-Dec in the 2023/24 financial year, the grant date was 14 December 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 30.09.2023 857,600 673,524
Granted in the financial year 0 245,069
Expired in the financial year 21,000 0
Forfeited in the financial year 0 0
Exercised in the financial year 0 0
Outstanding as at 30.09.2024 836,600 918,593
Exercisable as at 30.09.2024 328,600 160,000

The following parameters were applied as at the measurement date:

Parameter  

Options for Management Board members

(ESOP 2023/24-Dec): issued in FY 2023/24

Measurement date   14 December 2023
Remaining term (in years)   6
Share price on the measurement date (€)   3.55
Exercise price (€)   3.69
Expected dividend yield (%)   0.0
Expected volatility of the BRAIN share (%)   69.40
Expected volatility of the HDAX 110 Index (%)   21.89
Expected volatility of NASDAQ Biotechnology Index (%)   25.71
Risk-free interest rate (%)   2.19
Model applied   Monte Carlo
Value cap per option (€)   n/a
Fair value per option (€)   1.86

As the company receives the consideration in the form of work and similar service, pursuant to IFRS 2 an amount of € 894 thousand (previous year: € 797 thousand) for these share-based payment schemes is recognized at BRAIN Biotech AG. Of this amount, € 340 thousand relates to Management Board members (previous year: € 242 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 previous financial year. In the financial year under review, corresponding personnel expenses of € 0 thousand (previous year: income of € 82 thousand) were expensed. The resulting liability of € 658 thousand (previous year: € 1,273 thousand) is recognized under other liabilities [24].

“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 2023/24 financial year. A liability of € 0 thousand was formed as at 30 September 2024. An obligation of € 0 thousand arose for the 2022/23 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 2023/24 2022/23
Service cost 0 0
Interest cost from the DBO/pension obligation 124 116
Return on plan assets -87 -74
Expenses recognized in the operating result 38 42
Remeasurement effects 207 -24
Net effect: other comprehensive income 207 -24
Total expenses 245 18

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 2023/24 2022/23
Value on 1 October 3,070 3,179
Interest cost 124 116
Service cost 0 0
Remeasurement due to changes to demographic assumptions 0 0
Actuarial gains (-) and losses (+) from changes in financial assumptions 360 -219
Remeasurement due to experience-based adjustments -3 -6
Value on 30 September 3,551 3,070

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 2023/24 2022/23
Value on 1 October 2,142 2,026
Return on plan assets 87 74
Contributions paid 243 243
Remeasurement effects 149 -201
Value on 30 September 2,621 2,142

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 2023/24 2022/23
Defined benefit obligation 3,551 3,070
Plan assets -2,621 -2,142
Provision for pension schemes 930 928
€ thousand 2023/24 2022/23
Value on 1 October 928 1,153
Net interest costs 38 42
Service cost 0 0
Contributions paid -243 -243
Remeasurement effects 207 -24
Value on 30 September 930 928

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 2024.

When measuring the pension obligation, an actuarial interest rate of 3.40 % (previous year: 4.05 %) and a pension trend of 1.00 % (previous year: 1.00 %) was applied. The cashflow-weighted duration of the payment obligation scope amounts to 17.4 years (previous year: 17.7 years).

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

€ thousand 30.09.2024 30.09.2023
Change in interest rates -0.25  % 154 134
Change in interest rates +0.25  % -145 -126
Increase in pension trend p.a. +0.25 % 126 104
Life expectancy – 1 year -91 -73
Life expectancy + 1 year 89 71

The expected contributions to plan assets in the 2024/25 financial year amount to approximately € 243 thousand. No pension payments are expected for the 2024/25 financial year.

These include € 521 thousand (previous year: € 438 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 € 1,557 thousand in the financial year under review (prior year: € 1,417 thousand).

Post-employment benefit costs of approximately € 535 thousand and employer contributions to the statutory pension insurance scheme (defined contribution benefit pension plan) of approximately € 1,612 thousand are expected in the 2024/25 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 2023/24 2022/23
Advertising and travel expenses 1,042 1,168
Occupancy costs 1,261 1,341
Distribution, sales, and logistics expenses 1,453 1,639
Legal and consulting expenses 1,433 1,496
Repair and maintenance expenses 634 591
Office and business supplies 472 462
Costs of financial statements and auditing 478 543
Insurance 568 534
Services 677 447
Supervisory Board compensation 429 345
Currency translation expenses 148 292
Other levies and license fees 532 370
Training costs 207 175
Miscellaneous other expenses 1,242 1,206
Other expenses, total 10,576 10,609

8 Finance income

Finance income consists of the following:

€ thousand 2023/24 2022/23
Income from dilution of interests held in equity-accounted investments 0 541
Income from the (subsequent) measurement of financial derivatives 139 219
Income from subsequent measurement of financial liabilities 204 0
Miscellaneous finance income 52 29
Finance income, total 395 789

Income from the subsequent measurement of financial liabilities derives mainly from the change in measurement of put option rights relating to non-controlling interests of the Breatec Group in an amount of € 204 thousand (previous year: € 0 thousand).

9 Finance costs

Finance costs consist of the following:

€ thousand 2023/24 2022/23
Interest cost for loans 915 437
Interest cost for silent partnerships 377 259
Interest cost for leases 333 162
Interest cost for convertible bond 314 0
Amortization effect from the effective interest method for the Royalty Pharma liability 85 0
Expenses from the subsequent measurement of financial liabilities for the potential acquisition of non-controlling interests (put options) 0 365
Miscellaneous finance costs 11 84
Finance costs, total 2,035 1,307

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 € 0 thousand (previous year: € 235 thousand) and of the Breatec Group in an amount of € 0 thousand (previous year: € 130 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 2023/24 2022/23
BRAIN Biotech AG 13.30 % 13.30 %
AnalytiCon Discovery GmbH -* 15.93 %
WeissBioTech GmbH 14.53 % 14.53 %
Combined tax rate 2023/24 2022/23
BRAIN Biotech AG 29.13 % 29.13 %
AnalytiCon Discovery GmbH -* 31.75 %
AnalytiCon Discovery LLC 23.90 % 21.00 %
BRAIN US LLC 23.90 % 21.00 %
Biocatalysts Ltd. 25.00 % 25.00 %
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 30.28 % 30.35 %

* In the financial year under review, AnalytiCon Discovery GmbH was merged with BRAIN Biotech AG, Zwingenberg, with tax effect from 1 October 2023

Of the income tax assets of € 214 thousand (previous year: € 56 thousand), € 214 thousand (previous year: € 39 thousand) relate to corporation tax and the solidarity surcharge, and € 0 thousand (previous year: € 17 thousand) relate to trade tax. Of the income tax liabilities of € 24 thousand (previous year: € 44 thousand), € 0 thousand (previous year: € 35 thousand) relate to corporation tax and the solidarity surcharge, and € 24 thousand (previous year: € 9 thousand) relate to trade tax.

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

  30.09.2024 30.09.2023
€ thousand Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities
Intangible assets 0 1,685 0 1,791
Tax loss carryforwards/carrybacks 197 0 315 0
Property, plant and equipment 61 2,501 58 2,390
Trade receivables 2 2 2 3
Pension liabilities 23 0 12 0
Financial liabilities 30 22 20 0
Provisions and liabilities 21 4 14 7
Total 333 4,214 422 4,190
Offset -333 -333 -422 -422
Total 0 3,881 0 3,768
€ thousand   2023/24
Net deferred tax liabilities at start of financial year (1 October 2023)   3,768
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 98 98
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) -123  
Deferred tax expense from the reversal of deferred tax assets from tax loss carryforwards 138  
Deferred tax expense reported in the statement of comprehensive income 15 15
Net deferred tax liabilities at end of financial year (30 September 2024)   3,881

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 2023/24 2022/23
Consolidated net profit/loss for the period before taxes -10,990 -7,489
Expected tax income -3,201 -2,181
Different tax rates applicable to consolidated subsidiaries -27 -129
Effects of changes in tax rates 109 86
Permanent differences from consolidation adjustments 131 746
Permanent differences from subsequent measurement of financial assets and liabilities -65 106
Permanent differences from equity-settled share-based compensation 260 232
Tax-free income / non-deductible expenses 48 -62
Utilization of tax loss carryforwards from previous periods 0 -3
Non-capitalized tax loss carryforwards 3,028 1,774
Out-of-period taxes and other differences -173 37
Reported current or deferred income tax income (-)/ expense (+) 110 625

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 2023/24 2022/23
Current deferred tax assets 212 328
Non-current deferred tax assets 121 94
     
Current deferred tax liabilities 379 679
Non-current deferred tax liabilities 3,836 3,511
     
Net current deferred tax -166 -351
Net non-current deferred tax -3,714 -3,417

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 2023/24 and prior financial years amounting to € 93,843 thousand (corporation tax; previous year: € 84,299 thousand) and € 92,450 thousand (trade tax; previous year: € 82,696 thousand). The potential tax benefits that have consequently not been recognized amount to € 27,280 thousand (prior year: € 24,503 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 € -11,126,649 as reported in the consolidated income statement (previous year: € -8,279,463).

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 2023/24 amounted to 21,847,495 no-par value shares (previous year: 21,847,495 no-par value shares).

No dilutive effects arise at present.