Exhibit 99.2
Centogene N.V.
Unaudited interim condensed consolidated statements of comprehensive loss
for the three months ended March 31, 2022 and 2021
(in EUR k)
|
| For the three months ended March 31 |
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Note | 2022 |
| 2021* |
| |||
Revenue |
| 4, 5 | |
| |
| |
Cost of sales |
| |
| |
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Gross profit |
| |
| |
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Research and development expenses |
| |
| |
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General administrative expenses |
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Selling expenses |
| |
| |
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Impairment of financial assets |
| 8 | |
| |
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Other operating income |
| 6.1 | |
| |
| |
Other operating expenses |
| 6.2 | |
| |
| |
Operating loss |
|
| ( |
| ( |
| |
Changes in fair value of warrants | 11.2 | | — | ||||
Interest and similar income |
|
| |
| — |
| |
Interest and similar expense |
|
| |
| |
| |
Financial costs, net |
| ( |
| ( |
| ||
Loss before taxes from continuing operations |
|
| ( |
| ( |
| |
Income tax expenses |
| |
| — |
| ||
Loss for the period from continuing operations |
|
| ( |
| ( |
| |
Net income from discontinued operations, net of tax | 7 | | | ||||
Loss for the period | ( | ( | |||||
Other comprehensive income, all attributable to equity holders of the parent |
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| |
| |
| |
Total comprehensive loss |
|
| ( |
| ( |
| |
Attributable to: |
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|
|
| |||
Equity holders of the parent |
|
| ( |
| ( |
| |
Non‑controlling interests from continuing operations |
|
| — |
| — |
| |
Non‑controlling interests from discontinued operations | | | |||||
( |
| ( |
| ||||
Net loss per share - Basic and diluted from (in EUR) | |||||||
Continuing operations | ( | ( | |||||
Loss attributable to parent | ( | ( | |||||
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|
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*
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements
1
Centogene N.V.
Unaudited interim condensed consolidated statements of financial position
as of March 31, 2022 and December 31, 2021
(in EUR k)
Assets |
| Note |
| Mar 31, 2022 |
| Dec 31, 2021 |
Revised | ||||||
Non‑current assets |
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Intangible assets |
|
| |
| | |
Property, plant and equipment* |
| 2.2 |
| |
| |
Right-of-use assets | |
| | |||
Other assets |
| 8 |
| |
| |
| |
| | |||
Current assets |
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|
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Inventories |
|
| |
| | |
Trade receivables and contract assets |
| 8 |
| |
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Other assets |
| 8 |
| |
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Cash and cash equivalents |
| 9 |
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| |
| |
| | |||
| |
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Equity and liabilities |
| Note |
| Mar 31, 2022 |
| Dec 31, 2021 |
Revised | ||||||
Equity |
|
|
|
|
|
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Issued capital |
| 10 |
| |
| |
Capital reserve |
| 10 |
| |
| |
Retained earnings and other reserves |
|
| ( |
| ( | |
Non‑controlling interests |
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| |
| |
| | |||
Non‑current liabilities |
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Non‑current loans |
| 11,1 |
| |
| — |
Lease liabilities* |
| 11,1 |
| |
| |
Deferred tax liabilities |
|
| |
| | |
Government grants |
| 11,2 |
| |
| |
Warrants liability | 11,2 | | — | |||
| |
| | |||
Current liabilities |
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|
| ||
Government grants |
| 11,2 |
| |
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Current loans |
| 11,1 |
| |
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Lease liabilities* |
| 2.2, 11.1 |
| |
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Trade payables |
| 11,2 |
| |
| |
Liabilities from income taxes | 11,2 | | | |||
Other liabilities |
| 11,2 |
| |
| |
| |
| | |||
| |
| |
*
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements
2
Centogene N.V.
Unaudited interim condensed consolidated statements of cash flows
for the three months ended March 31, 2022 and 2021
(in EUR k)
For the three months ended March 31 | ||||||
| Note |
| 2022 |
| 2021* | |
Operating activities |
|
|
|
|
|
|
Loss before taxes from continuing operations | ( | ( | ||||
Income before taxes from discontinued operations | 7 | | | |||
Loss before taxes |
|
|
| ( | ( | |
Adjustments to reconcile loss to cash flow from operating activities |
|
|
| |||
Amortization and depreciation |
| 5 |
| | | |
Interest expense |
|
| | | ||
Expected credit loss allowances on trade receivables and contract assets | 8 | | | |||
Gain on disposal of property, plant and equipment | ( | — | ||||
Share‑based payment (true up)/ expenses |
| 12 |
| ( | | |
Fair value adjustments of warrants | ( | — | ||||
Other non‑cash items |
|
|
| ( | ( | |
Changes in operating assets and liabilities |
|
|
| |||
Inventories |
|
| | | ||
Trade receivables and contract assets |
| 8 |
| | | |
Other assets |
| 8 |
| | ( | |
Trade payables |
| 11.2 |
| ( | ( | |
Other liabilities |
| 11.2 |
| ( | | |
Thereof cash flow used in continuing operating activities |
|
|
| ( | ( | |
Thereof cash flow from discontinued operating activities | 7 | | | |||
Net cash flow (used in)/ from operating activities | ( | | ||||
Investing activities |
|
|
| |||
Cash paid for investments in intangible assets |
| 5 |
| ( | ( | |
Cash paid for investments in property, plant and equipment |
|
| ( | ( | ||
Cash received for disposal of property, plant and equipment | | — | ||||
Thereof cash flow from continuing investing activities | ( | ( | ||||
Thereof cash flow from discontinued investing activities | 7 | | ( | |||
Cash flow from/ (used in) investing activities |
|
|
| | ( | |
Financing activities |
|
|
|
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Cash received from issuance of shares | 10 | | — | |||
Cash received from issuance of warrants | | — | ||||
Cash received from loans |
| 11.1 |
| | | |
Cash repayments of loans |
| 11.1 |
| ( | ( | |
Cash repayments of lease liabilities |
| 11.1 |
| ( | ( | |
Interest paid |
|
| ( | ( | ||
Thereof net cash flow from continuing financing activities | | | ||||
Thereof net cash flow used in discontinued financing activities | ( | ( | ||||
Net cash flow from financing activities |
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| | | |
Changes in cash and cash equivalents |
|
|
| | ( | |
Cash and cash equivalents at the beginning of the period |
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| | | |
Cash and cash equivalents at the end of the period |
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| | |
* The comparative numbers have been re-presented as a result of the discontinued operations. Refer to Note 7- Discontinued Operations.
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements
3
Centogene N.V.
Unaudited interim condensed consolidated statements of changes in equity
for the three months ended March 31, 2022 and 2021
Attributable to the owners of the parent | ||||||||||||||||
Currency | Non- | |||||||||||||||
Issued | Capital | translation | Retained | controlling | Total | |||||||||||
in EUR k |
| Note |
| capital |
| reserve |
| reserve |
| earnings |
| Total |
| interests |
| equity |
| ||||||||||||||||
As of January 1, 2021 | | | ( | ( | | | | |||||||||
Loss for the period |
| — | — | — | ( | ( | | ( | ||||||||
Other comprehensive loss |
| — | — | | — | | — | | ||||||||
Total comprehensive loss | — |
| — |
| |
| ( |
| ( |
| |
| ( | |||
Share-based payments | 12 | — | | — | — | | — | | ||||||||
Exercise of options | | ( | — | — | — | — | — | |||||||||
As of March 31, 2021 | |
| |
| |
| ( |
| |
| |
| |
Attributable to the owners of the parent | ||||||||||||||||
Currency | Non- | |||||||||||||||
Issued | Capital | translation | Retained | controlling | Total | |||||||||||
in EUR k |
| Note |
| capital |
| reserve |
| reserve |
| earnings |
| Total |
| interests |
| equity |
| ||||||||||||||||
As of December 31, 2021 (as previously reported) | | | | ( | | | | |||||||||
Adjustment | 2,2 | — | — | — | | | — | | ||||||||
As of December 31, 2021/ January 1, 2022 (as revised)* | 2,2 | | | | ( | | | | ||||||||
Loss for the period |
| — | — | — | ( | ( | | ( | ||||||||
Other comprehensive loss |
| — | — | | — | | — | | ||||||||
Total comprehensive loss | |
| |
| |
| ( |
| ( |
| |
| ( | |||
Share-based payments | 12 | — | ( | — | — | ( | — | ( | ||||||||
Issuance of shares | | | — | — | | — | | |||||||||
Exercise of options | | ( | — | — | — | — | — | |||||||||
As of March 31, 2022 | |
| |
| |
| ( |
| |
| |
| |
*
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements
4
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
1 General company information
Centogene N.V. (“the Company”) and its subsidiaries (“the Group”) focus on rare diseases and seek to transform real-world clinical and genetic or other data into actionable information for patients, physicians and pharmaceutical companies. The mission of the Company is to bring rationality to treatment decisions and to accelerate the development of new orphan drugs by using our knowledge of the global rare disease market, including epidemiological and clinical data and innovative biomarkers.
The Company is listed on the Nasdaq Global Market under stock code “CNTG”. Centogene N.V. is a public company with limited liability incorporated in the Netherlands, with registered office located at Am Strande 7 in 18055 Rostock, Germany and Dutch trade register number 72822872.
2 Basis of preparation
The interim condensed consolidated financial statements for the three months ended March 31, 2022 and 2021 have been prepared in accordance with IAS 34 Interim Financial Reporting.
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2021 and 2020 and for the three years ended December 31, 2021. Unless otherwise specified, "the Company" refers to Centogene N.V. and Centogene GmbH throughout the remainder of these notes, while "the Group" refers to Centogene N.V., Centogene GmbH and its subsidiaries.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2021 except for the changes in presentation relating to discontinued operations (refer to Note 2.1– New significant accounting policies and accounting judgments and estimates and Note 7– Discontinued operations). The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective, and there are no new or amended standards or interpretations that are issued and became effective for the 2022 annual reporting period, that have a material impact on the Group.
These interim condensed consolidated financial statements are presented in euro, which is the Group's functional currency. Unless otherwise specified, all financial information presented in euro is rounded to the nearest thousand (EUR k) in line with customary commercial practice.
2.1New significant accounting policies and accounting judgments and estimates
Discontinued operations
A discontinued operation is a component of an entity that either has been disposed of, or that is classified as held for sale. It must either: represent a major separate line of business or geographical area of operations; be part of a single coordinated disposal plan; or be a subsidiary acquired exclusively with a view to resale. A component also qualifies for presentation as a discontinued operation when activities are ultimately ended (abandoned). Non-current assets and disposal groups are not classified as assets held for sale if their carrying amount is to be recovered through continuing use.
In 2021, the Group decided to end its COVID-19 business activities in Q1 2022. The Group assessed that ending the activities of this operating segment would qualify as a discontinued operation. Therefore, the profit or loss related to the COVID-19 business is presented in a separate line item of the profit and loss section of the statement of comprehensive loss for the three months ended March 31, 2022 and 2021. The segment reporting note and notes to the unaudited interim condensed consolidated financial statements for the three months ended March 31, 2022 and 2021 only represent continuing operations. For further details on the discontinued operations refer to Note 7 – Discontinued operations.
5
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
Warrants
Warrants are classified as equity to the extent that they confer the right to purchase a fixed number of shares for a fixed exercise price. In the event that the exercise price or the numbers of shares to be issued are not deemed to be fixed, the warrants are classified as a non-current derivative financial liability. Warrants entitle the holder to purchase
2.2Revision of selected assets and liabilities in the consolidated statement of financial position and selected income and expenses in the consolidated statement of comprehensive loss
In accordance with IAS 8.42, the Group revised the amount presented for certain property, plant and equipment and lease liabilities balances on the consolidated statement of financial position and cost of sales and other operating income amounts in the statements of comprehensive loss as of and for the year ended December 31, 2021 These revised assets, liabilities, income and expenses are related to the COVID-19 segment which has been discontinued as of March 31, 2022.
In September 2021, management updated their long term COVID-19 outlook and took the decision to wind down the COVID-19 segment by Q1 2022. This resulted in an accelerated depreciation of COVID-19 segment related property, plant and equipment and right of use assets during Q4 2021.
In Q2 2022, management identified the accelerated depreciation was over-stated with an amount of EUR
To correct these unadjusted differences, property, plant and equipment has been revised by EUR
The changes to the consolidated statement of financial position as of December 31, 2021 are as follows:
in EUR k | Dec 31, 2021 | Adjustment | Dec 31, 2021 (revised) | |||
Property, plant & equipment | | | | |||
Non-current Assets | | | | |||
Total assets | | | | |||
Retained earnings and other reserves | ( | | ( | |||
Equity | | | | |||
Lease liabilities | | ( | | |||
Non-current liabilities | | ( | | |||
Lease liabilities | | ( | | |||
Current liabilities | | ( | | |||
Total Liabilities | | ( | |
6
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
The changes to the consolidated statements of comprehensive income for the year ended December 31, 2021 are as follows:
Dec 31, 2021 | Adjustment | Dec 31, 2021 (revised) | ||||
Revenue | | - | | |||
Cost of sales | | ( | | |||
Gross profit | | | | |||
Research and development expenses | | - | | |||
General administrative expenses | | - | | |||
Selling expenses | | - | | |||
Impairment of financial assets | | - | | |||
Other operating income | | | | |||
Other operating expenses | | - | | |||
Operating loss | ( | | ( | |||
Loss for the year | ( | | ( | |||
Total comprehensive loss | ( | | ( | |||
Loss per share- Basic and diluted (in EUR) | ( | | ( |
The revisions above have no impact on the changes in cash, cash equivalents and net cash flows in operating, investing, and financing activities within the consolidated statements of cash flows for the year ended December 31, 2021.
3 Effect of COVID-19 Pandemic and other geopolitical events
The COVID-19 pandemic has spread worldwide and continues to cause many governments to maintain measures to slow the spread of the outbreak through quarantines, travel restrictions, closures of borders and requiring maintenance of physical distance between individuals.
The COVID-19 pandemic resulted in a slowdown in our diagnostics and pharmaceutical businesses. As part of the Company’s initiative to assist local, national and international authorities as well as other partners in their efforts to facilitate the earliest possible diagnosis of COVID-19 and thereby contribute to allowing society to return to a “new” normal, the Company commenced testing for COVID-19 in March 2020.
During the three months ended March 31, 2022, we continued the COVID-19 testing activities that started in 2020. However, as at March 31, 2022, all COVID-19 operations at testing sites have ceased as all COVID-19 testing site contracts expired within the first quarter of 2022. The company is reporting the COVID-19 segment as a discontinued operation. See Note 2.1– New significant accounting policies and accounting judgments and estimates and Note 7 – Discontinued operations.
Although the Group is taking a number of measures aimed at minimizing disruptions to the business and operations, the full extent to which the global COVID-19 pandemic may continue to impact the business will depend on future developments, which are highly uncertain and cannot be predicted, such as the duration of the pandemic, the availability and effectiveness of vaccines against new variants, the probability of the occurrence of further outbreaks and the ultimate impact on the financial markets and the global economy could result in an unforeseen negative impact on the business and future results of operations.
In reaction to the recognition of the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic by the Russian Federation, the following Russian invasion of the Ukraine on February 24, 2022 and the since-then ongoing war in the Ukraine, a number of countries (including the United States, United Kingdom and the European Union) imposed sanctions and other measures. Sanctions and other measures imposed until July 2022 against, among others, certain individuals as well as private and state-owned entities in Russia and Belarus, include asset freezes, exports controls through tariffs, taxation or bans of goods and commodities and energy embargos,
7
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
including a ban by the United States of oil, gas and coal imports, financial sanctions and bans of foreign direct investments into Russia. Additional sanctions may be imposed.
Due to the war in Ukraine, there has been a significant increase in volatility on the securities and currency markets. It is expected that these events may affect the activities of Russian enterprises in various sectors of the economy and may have severe effects on macroeconomic developments in global and national markets due to spillovers and Russian counter measures, including on commodity markets and financial channels, contributing to supply chain disruptions and rising inflation. Although neither Centogene’s operations, supply chain, performance nor going concern basis has been significantly affected by the conflict, the impact of the conflict and its broader economic implications, such as higher costs of consumer goods, cannot be reliably quantified at this point in time.
4 Revenues from contracts with customers
in EUR k | For the three months ended March 31, 2022 | |||||
| Pharmaceutical |
| Diagnostics | Total | ||
Rendering of services | | | | |||
Sales of goods | | — | | |||
Total Revenues from contracts with external customers | | | | |||
Recognized over time | | | | |||
Recognized at a point in time | | — | | |||
Total Revenues from contracts with external customers | | | | |||
| ||||||
Geographical information |
| |||||
Europe |
| | | | ||
—Germany* |
| — | | | ||
—Netherlands** | — | | | |||
Middle East |
| | | | ||
—Saudi Arabia# | — | | | |||
North America |
| | | | ||
—United States# | | | | |||
Latin America |
| | | | ||
Asia Pacific |
| — | | | ||
Total Revenues from contracts with external customers |
| |
| | |
8
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
in EUR k | For the three months ended March 31, 2021 | |||||
| Pharmaceutical |
| Diagnostics |
| Total | |
Rendering of services | | | | |||
Sales of goods | | — | | |||
Total Revenues from contracts with external customers | | | | |||
Recognized over time | | | | |||
Recognized at a point in time | | — | | |||
Total Revenues from contracts with external customers | | | | |||
Geographical information | ||||||
Europe |
| | | | ||
—Germany* |
| — | | | ||
—Netherlands** | — | | | |||
Middle East |
| | | | ||
—Saudi Arabia# | — | | | |||
North America |
| | | | ||
—United States# | | | | |||
Latin America |
| | | | ||
Asia Pacific |
| — | | | ||
Total Revenues from contracts with external customers |
| |
| |
| |
* country of the incorporation of Centogene GmbH
** country of the incorporation of Centogene N.V.
# countries contributing more than 10% of the Group’s total consolidated revenues for the three months ended March 31, 2022 and 2021, respectively.
The Group collaborated with the majority of our existing pharmaceutical partners on a worldwide basis in 2022 and 2021. In addition, in cases where pharmaceutical partners are developing a new rare disease treatment, it is generally anticipated that the final approved treatment will be made available globally. As a result, the Group allocates the revenues of the pharmaceutical segment by geographical region by reference to the location where each pharmaceutical partner mainly operates, which is based on the region from which most of their revenues are generated. The allocation of revenues in the diagnostics segment is based on the location of each customer.
Pharmaceutical segment
During the three months ended March 31, 2022, revenues from
9
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
5 Segment information
in EUR k | For the three months ended March 31, 2022 | |||||||
| Pharmaceutical |
| Diagnostics |
| Corporate |
| Total | |
Total Revenues from contracts with external customers | | | — | | ||||
Adjusted EBITDA |
| | | ( | ( | |||
Capital Expenditures |
| |||||||
Additions to property, plant and equipment and right-of-use assets |
| — | — | | | |||
Additions to intangible assets |
| | — | | | |||
Other segment information |
| |||||||
Depreciation and amortization | | | | | ||||
Research and development expenses |
| — | — | | |
in EUR k | For the three months ended March 31, 2021 | |||||||
| Pharmaceutical |
| Diagnostics |
| Corporate |
| Total | |
Total Revenues from contracts with external customers | | | — | | ||||
Adjusted EBITDA |
| | | ( | ( | |||
Capital Expenditures |
| |||||||
Additions to property, plant and equipment and right-of-use assets |
| | | | | |||
Additions to intangible assets |
| | — | | | |||
Other segment information |
| |||||||
Depreciation and amortization | | | | | ||||
Research and development expenses |
| — | — | | |
Adjusted EBITDA
Adjustments to income/ loss include non-cash charges in relation to depreciation, amortization (including impairments), and share-based payments as well as net financial costs and income taxes. Certain costs, and related income, are not allocated to the reporting segment results and represent the residual operating activities of the Group reported as ‘Corporate’. These include financing costs which is largely composed of costs related to the Oxford Loan Facility (as defined below), corporate overheads, which are responsible for centralized functions such as communications, information technology, facilities, legal, finance and accounting, insurance (D&O), human resources, business development and strategic initiatives, certain professional and consulting services, procurement, research and development and other supporting activities.
Decreases in corporate expenses for the three months ended March 31, 2022 are mainly due to decreased personnel costs, legal, administrative, IT support and data center costs.
10
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
Reconciliation of segment Adjusted EBITDA to Group loss before taxes from continuing operations
For the three months ended March 31 |
| 2022 |
| 2021 |
Reported segment Adjusted EBITDA |
| |
| |
Corporate expenses |
| ( |
| ( |
| ( |
| ( | |
Share-based payment (true-up)/ expenses (Note 12) |
| |
| ( |
Depreciation and amortization |
| ( |
| ( |
Operating loss from continuing operations |
| ( |
| ( |
Financial costs, net |
| ( |
| ( |
Loss before taxes from continuing operations for the three months ended March 31 |
| ( |
| ( |
Non-current asset locations
Non-current assets of the Group consist of right-of-use assets (under IFRS 16), property, plant and equipment, as well as intangible assets. All of such assets are located in Germany, which is the country of the business address of Centogene GmbH, except for property, plant and equipment of EUR
6 Other income and expenses
6.1Other operating income
For the three months ended March 31 |
| ||||
in EUR k |
| 2022 |
| 2021 |
|
Government grants | | |
| ||
Others | | |
| ||
Total other operating income | | |
|
Government grants contain performance-based grants to subsidize research, development and innovation in the state of Mecklenburg-Western Pomerania from funds granted by the European Regional Development Fund. Furthermore, government grants contain the release of deferred income from investment related grants.
6.2Other operating expenses
For the three months ended March 31 |
| ||||
in EUR k |
| 2022 |
| 2021 |
|
Currency losses | |
| |
| |
Total other operating expenses | |
| |
|
7 Discontinued operations
At the end of the third quarter of 2021, management updated its long term outlook for the COVID-19 testing business, which led to management’s decision to initiate a wind down process in which lease contracts at unprofitable COVID-19 testing sites would not be renewed. Similarly, COVID-19 related inventory levels were significantly ramped down to align with the needs of the remaining test sites and laboratories.
As at March 31, 2022, operations at all COVID-19 testing sites have ceased. The Company has no intentions of renewing any of the COVID-19 testing site leases and has abandoned the COVID-19 business line. Consequently, the Company is reporting its COVID-19 segment as a discontinued operation.
All COVID-19 related property, plant and equipment have been fully depreciated as at March 31, 2022. In addition, all COVID-19 related accounts receivable and accounts payable are included in the balance sheet as at March 31, 2022 whilst all COVID-19 related inventory have been written down to
11
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
The Group has COVID-19 related advertising expenses, credit card fees and other selling expenses which were recognized under cost of sales in the statement of comprehensive loss since the COVID-19 business was added to the operations of the Group in the first quarter of 2020. During the 2021 year-end closing process, management identified this as a classification error and corrected it retrospectively. Accordingly, the Group reclassified EUR
Discontinued operations are presented separately from continuing operations in the consolidated statements of comprehensive loss and consolidated statements of cash flows.
For the three months ended March 31 | |||||
2022 |
| 2021 | |||
Results of discontinued operations | |||||
Revenue | | | |||
Cost of sales | | | |||
Gross profit | | | |||
General administrative expenses | | | |||
Selling expenses | | | |||
Other operating income | | - | |||
Operating income | | | |||
Financial costs, net | | - | |||
Income before taxes | | | |||
Income tax expense | | - | |||
Income for the period | | | |||
Total comprehensive income, attributable to equity holders of the parent | | | |||
Net income per share - Basic and diluted (in EUR) | | | |||
Cash flow from discontinued operations | |||||
Net cash flow from operating activities | | | |||
Net cash flow from/ (used in) investing activities | | ( | |||
Net cash flow used in financing activities | ( | ( |
8 Trade receivables and other assets
in EUR k |
| Mar 31, 2022 |
| Dec 31, 2021 |
Non‑current |
|
|
|
|
Other assets - Rental deposits |
| |
| |
Other assets – Others | | | ||
| |
| | |
Current |
|
| ||
Trade receivables, net |
| |
| |
Contract assets, net |
| |
| |
Other assets |
| |
| |
| |
| | |
Total non-current and current trade receivables and other assets | | |
Other non-current assets
The non-current portion of other assets mainly include cash deposits of EUR
12
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
machineries. It also includes the non-current part of the consideration receivable for the sale of the Laboratory Process Consulting GmbH for EUR
Trade receivables and contract assets
Trade receivables are non-interest bearing and are generally due in
in EUR k |
| Mar 31, 2022 |
| Dec 31, 2021 |
|
Not past due |
| |
| | |
Past due 1-30 days |
| |
| | |
Past due 31-90 days |
| |
| | |
Past due more than 90 days |
| |
| | |
Total gross amount of trade receivables and contract assets |
| |
| | |
Expected credit loss rate |
|
|
| ||
Not past due |
| | % | | % |
Past due 1-30 days |
| | % | | % |
Past due 31-90 days |
| | % | | % |
Past due more than 90 days |
| | % | | % |
Expected credit loss rate on total gross trade receivables and contract assets |
| | % | | % |
Expected credit loss |
| |
| |
The addition to the allowance for expected credit losses amounts to EUR
Other current assets
The current assets include VAT receivables of EUR
9 Cash and short-term deposits
As of March 31, 2022, the Group has pledged its short-term deposits with carrying amount of EUR
The restriction applying to the collateral may be terminated at any time subject to the full amount of the relevant bank loans and the overdrafts being repaid.
13
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
10 Equity
Common Shares
As of March 31, 2022,
On January 31, 2022, pursuant to a security purchase, each signed with certain investors, the Group received EUR
The holders of common shares are entitled to the Company's approved dividends and other distributions as may be declared from time to time by the Company, and are entitled to a vote per share on all matters to be voted at the Company's annual general meetings.
Capital reserve
On January 31, 2022, pursuant to the above mentioned securities purchase agreement and a warrant agreement, each signed with certain investors, the Group received EUR
As of March 31, 2022, capital reserve included a share premium of EUR
In addition, it also included amounts recorded in respect of share-based payments. For additional information on share-based payments, see Note 12 – Share-based payments
14
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
11 Financial liabilities
11.1Interest-bearing liabilities
in EUR k |
| Mar 31, 2022 |
| Dec 31, 2021 |
Revised | ||||
Non‑current liabilities |
|
|
|
|
Non‑current portion of secured bank loans |
| |
| — |
Total non‑current loans |
| |
| — |
Lease liabilities* |
| |
| |
Total non‑current liabilities |
| |
| |
Current liabilities |
|
| ||
Current portion of secured bank loans |
| |
| |
Bank overdrafts |
| |
| |
Total current loans |
| |
| |
Current portion of lease liabilities* | |
| | |
Total current liabilities |
| |
| |
Total non‑current and current liabilities |
| |
| |
* Lease liabilities as of December 31,2021 have been revised. Refer to Note 2.2 – Revision of selected assets and liabilities in the consolidated statement of financial position and selected income and expenses in the consolidated statement of comprehensive loss.
On January 31, 2022 the Company, Centogene GmbH, CentoSafe B.V. and Centogene US, LLC (together, the “Borrowers”), entered into a debt financing agreement in the total amount of up to USD
The Loan Facility is initially recognized at fair value minus transaction costs and subsequently carried at amortized cost measured using the effective interest rate method. The transaction costs deducted from the fair value of the Loan Facility at initial recognition was EUR
As of March 31, 2022, short-term cash deposits of EUR
15
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
The following table is based on the original terms and conditions:
Conditions and statement of liabilities
The outstanding interest-bearing liabilities as of March 31, 2022 and December 31, 2021 have the following conditions:
Mar 31, 2022 | Dec 31, 2021 | |||||||||||||
Nominal | Carrying | Nominal | Carrying | |||||||||||
in EUR k | Currency | Nominal interest rate | Maturity | amount | amount | amount | amount | |||||||
Revised | Revised | |||||||||||||
Secured bank loan |
| EUR |
| 2017‑22 |
| |
| |
| |
| | ||
Secured bank loan |
| USD |
| 2022-27 | | | — | — | ||||||
Bank overdrafts |
| EUR |
| Rollover |
| |
| |
| |
| | ||
Bank overdrafts |
| EUR |
| Rollover |
| |
| |
| |
| | ||
Bank overdrafts |
| EUR |
| Rollover |
| |
| |
| |
| | ||
Lease liabilities** | EUR | 2017-31 | |
| | | | |||||||
Total interest‑bearing financial liabilities |
|
|
|
|
|
| |
| |
| |
| |
* represents the incremental borrowing rate of the Group at the commencement of the leases
** Lease liabilities as of December 31, 2021 has been revised. Refer to Note 2.2 – Revision of selected
assets and liabilities in the consolidated statement of financial position and selected income and expenses in the
consolidated statement of comprehensive loss.
The bank overdrafts of EUR
11.2Trade payables and other liabilities
in EUR k |
| Mar 31, 2022 |
| Dec 31, 2021 |
Trade payables |
| |
| |
Government grants (deferred income) |
| |
| |
Contract liabilities | | | ||
Warrants liability | | — | ||
Others |
| |
| |
Trade payables and other liabilities |
| |
| |
Non‑current |
| |
| |
Current |
| |
| |
Government grants mainly include investment-related government grants. These were received for the purchase of certain items of property, plant and equipment for the research and development facilities in Mecklenburg-Western Pomerania, including the Rostock facility. The grants were issued in the form of investment subsidies as part of the joint federal and state program, "Verbesserung der regionalen Wirtschaftsstruktur" (improvement of the regional economic structure) in connection with funds from the European Regional Development Fund.
On January 31, 2022, pursuant to a securities purchase agreement and a warrant agreement, each signed with certain investors, the Group received EUR
16
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
fair value per share at the issuance date, the Group recognized the warrants as liabilities in the amount of USD
The fair value of the warrants was estimated at the date of issuance date using the Black-Scholes option pricing model. The key assumptions used to derive the warrants value are set out below:
Mar 31, 2022 | Jan 31, 2022 | ||
Exercise price (USD) | |||
Share price at grant date (USD) | |||
Volatility (%) | |||
Risk-free interest rate (%) | |||
Dividend yield (%) | | | |
Time to maturity |
In addition, other liabilities include a provision for outstanding invoices of EUR
12 Share-based payments
Expenses from share-based payment arrangements
During the three months ended March 31, 2022 and March 31, 2021, the following share-based payment arrangements existed leading to the expenses included in general administrative expenses for services received during the respective periods:
For the three months ended March 31 | ||||
in EUR k | 2022 | 2021 | ||
Expenses arising from equity-settled share-based payment transactions |
| |||
- Grants to management board and employees | | | ||
- Grants to new CEO | | | ||
- Supervisory board grant, including ESOP 2019 | | | ||
- Forfeiture of management board grants | ( | — | ||
- Expected forfeiture of management board grants | ( | — | ||
Total expenses arising from share‑based payment transactions | ( |
| |
Share-based award activity
A detailed description of the Company’s share-based payment arrangements is included in Note 20 of the Group’s annual consolidated financial statements for the year ended December 31, 2021. During the three months ended March 31, 2022 there were no changes to the terms and conditions of the Company’s share-based payment arrangements.
17
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
The following table presents a summary the Company’s share-based payment arrangement activity for the three months ended March 31, 2022.
ESOP 2017 | 2019-2022 awards (1) | |||||||||||
Number of awards (options and restricted stock units "RSUs") | Number | WAEP | Number of options | WAEP (USD) | Number of RSUs | WAEP | ||||||
Outstanding as of January 1, 2022 | | | | | | — | ||||||
Granted during the year(1) | — | | — | — | | — | ||||||
Exercised during the year | — | | — | — | ( | — | ||||||
Forfeited during the year | — | | — | — | ( | |||||||
Expected forfeited during the year | — | | — | — | ( | |||||||
Outstanding as of March 31, 2022 | | | | | | — | ||||||
Vested as of March 31, 2022 | | | | |||||||||
Exercisable as of March 31, 2022 | | | |
_____________________________________
(1) | The granted and outstanding options and RSUs do not include the number of RSUs and options to be granted to certain supervisory board members annually in 2022 and thereafter, as these depend on the trailing volume-weighted average stock price of the Company. |
The option and RSUs for the years 2019-2021 as reported in the table above reflect the activity related to the share-based payment awards under ESOP 2019, awards for management board, new CEO awards in 2022, and awards for supervisory board and employees.
Grants awarded
During the three months ended March 31, 2022 the following awards were granted:
Award Type (2019 Plan) | Market/ Performance Based | Number of Awards | Vesting Conditions | Expiration Date | ||||
RSUs | No | Vest in | anniversary of Grant Date | |||||
RSUs | Yes | Vest in | anniversary of Grant Date | |||||
RSUs | Yes | Up to | Vest in full after a change of control of the Group | anniversary of Grant Date | ||||
RSUs | No | Vest in | anniversary of Grant Date |
New CEO Awards
On February 1, 2022, the CEO was awarded
18
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
Performance-vested RSUs also have a market condition that
The fair value of the Performance-vested RSUs as of the grant date was determined using a Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved. The key assumptions used to derive the Performance-vested RSUs value are set out below:
| ||||
Tranche 1 |
| Tranche 2 | ||
Share price at grant date (USD) | | | ||
Fair value | | | ||
Vesting hurdle |
| |
| |
Date to reach vesting hurdle |
| January 1, 2024 |
| January 1, 2024 |
Expected volatility |
|
| ||
Risk-free rate |
| |
| |
Time to vesting hurdle year | ||||
Dividend yield |
With regard to the Annual RSUs, the CEO will receive an annual number of RSUs, starting from 2023, that will vest in
In the event of a change in control of the Company, all granted RSUs will vest immediately including a maximum of
M&A RSUs are already promised within the service agreement, therefore, the grant date is the same as for the Time-vested RSUs and Performance-vested RSUs. This is also the date on which the fair value of the M&A RSUs were determined using a Black-Scholes-Merton model in the amount of EUR
The remaining
The
19
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
The fair value of the
Exercises
During the three months ended March 31, 2022,
Forfeitures
On February 1, 2022, Andrin Oswald (the “Former CEO”) stepped down from his position and signed a separation agreement. Pursuant to his separation agreement, all unvested RSUs held by the Former CEO under the Company’s long term incentive plan continued to vest in accordance with their terms through the date of his termination on April 30, 2022. However, the number of RSUs he would receive would not exceed
On February 7, 2022, the Company announced the resignation of René Just as CFO effective March 31, 2022. According to his separation agreement signed on the same date, all unvested RSUs granted to Mr. Just as of March 31, 2022 were forfeited automatically without compensation for the loss of such RSUs. Since
13 Financial instruments at fair value
Classifications and fair values
The fair values of the Company’s cash and cash equivalents, accounts receivable and trade and other payables approximate their carrying values because of the short-term nature of these instruments.
Except for the warrant liability, the Group does not carry any financial instruments at fair value through profit and loss. The fair value of non-current loans is EUR
IFRS 13 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:
- | Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; |
- | Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and |
- | Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
The following table shows the fair values of financial instruments as of March 31, 2022, including their level in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value:
in EUR k | Level 1 | Level 2 | Level 3 | Total | |||
Non-current loans | - | | - | | |||
Warrants liability | - | - | | |
20
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
As of March 31, 2021, carrying amount of all financial assets or financial liabilities approximated their fair value.
Net gain recognized in the interim condensed consolidated statements of comprehensive loss, within changes in fair value of warrants, from the warrant liability fair value measurement differences was EUR
The valuation techniques used in measuring level 2 & level 3 fair value for financial instruments in the interim condensed consolidated statement of financial position, as well as the significant unobservable inputs used, were as follows:
- | The fair value of the warrant liabilities, recognized as non-current financial liability at FVTPL, was calculated by applying a Black-Scholes option pricing model. This model uses the Centogene’s share price and the share price volatility as material input factors. The volatility is considered as material unobservable input factor (Level 3). |
- | The fair value of non-current loans was calculated using the nominal amount less transaction costs and carried at amortized cost of € |
The table below summarizes the profit or loss impact on the fair values of Level 3 instruments, warrant liabilities, by changing the significant unobservable input factors.
March 31, 2022 | |||
in EUR k | increase | decrease | |
Expected volatility (movement +/- | | |
14 Financial risk management
The Group is exposed to certain financial risks which were disclosed in detail in the financial statements as of and for the year ended December 31, 2021. The Group’s financial risk management objective is to monitor and manage the financial risks relating to the operations of the Group. These risks include market risk (including currency risk and interest rate risk), credit risk and liquidity risk. In order to minimize the effect of financial risks, the Group invests time and resources to identify and evaluate the uncertainty of the market to mitigate risk exposures.
Currency risk
The Group is exposed to currency risk in cases where contracts are concluded in foreign currencies. The vast majority of goods delivered and services the Company provided, including those for international customers, are invoiced in euro. During the three months ended March 31, 2022, the Group undertook transactions denominated in foreign currencies such as warrant liabilities and non-current loans; consequently, was exposed to the exchange rate fluctuations.
The following table presents the net foreign currency exposure of the Group as of March 31, 2022 and December 31, 2021:
March 31, 2022 | |||
in EUR k | USD | INR | |
Trade receivables and other assets | | | |
Trade payables and other liabilities | ( | - | |
Financial liabilities | ( | - | |
Net exposure | ( | | |
Dec 31, 2021 | |||
in EUR k | USD | INR | |
Trade receivables and other assets | | | |
Trade payables and other liabilities | ( | ( | |
Net exposure | | |
21
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
Sensitivity analysis
The following tables demonstrate the sensitivity at the end of the reporting period to a reasonably possible change in the USD exchange rates, with all other variables held constant, of the Group’s earnings before tax and equity movement. The Group’s exposure to foreign currency risk for all other currencies is not material.
Earnings before tax | Equity | ||||||
in EUR k | 5% increase | 5% decrease | 5% increase | 5% decrease | |||
March 31, 2022 | | ( | | ( | |||
December 31, 2021 | ( | | ( | |
Interest rate risk
Interest bearing liabilities with floating interest rates exist for non-current loans as of March 31, 2022.
The following sensitivity analyses has been determined based on the exposure to interest rates at the reporting date. For the floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the reporting date was outstanding for the whole period. In accordance with the relevant loan agreement, the interest rate cannot be lower than the determined interest rate and therefore the analysis has only been performed for the scenario where interest rate increases.
If interest rates had been 1.0 percentage point higher and all other variables were held constant, the Group’s earning before tax would decrease by EUR
15 Commitments
Future payments for non-cancellable leases
The Group has various lease contracts in relation to the expansion of the Rostock headquarters. The future lease payments and utilities for these non-cancellable lease contracts are EUR
The Group has various non-cancellable lease contracts of office equipment and storage spaces which had a lease term of less than 12 months or were related to leases of low-value assets, and therefore the short-term lease recognition exemption was applied to these contracts. The future lease payments for these non-cancellable lease contracts are EUR
Future payment obligations
As of March 31, 2022, the Group concluded agreements with suppliers, for goods and services to be provided subsequent to March 31, 2022 with a total payment obligation of approximately EUR
22
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
16 Contingent Liabilities
In May 2016, the Company was informed in writing by the Universitair Medisch Centrum Utrecht ("UMCU") that a claim had been initiated against UMCU regarding a prenatal diagnostic test that the Company conducted at their request which failed to identify a specific mutation present in a patient. On October 1, 2018, the UMCU and Neon Underwriting Limited formally filed a legal claim in the local court in Rostock, Germany against the Company alleging that the Company’s negligence in performing the test resulted in the misdiagnosis of the patient. UMCU is seeking recovery for compensatory damages as a result of the alleged misdiagnosis. By court order of November 8, 2018, the Regional Court of Rostock set the amount in dispute at EUR
On November 12, 2018, the Company submitted a notice to the Regional Court of Rostock of the intention to defend against the claim. On January 3, 2019, the Company filed a motion to dismiss in which the Company denied the merits of the claim. UMCU and Neon Underwriting Limited responded to this motion on March 15, 2019 with a statement of reply, and the parties made several court filings setting out their arguments since. By order dated June 3, 2019, the Regional Court of Rostock provided a first set of questions to be answered by an expert witness.
As of December 31, 2020, the amount in dispute was EUR
The Company intends to continue to rigorously defend its position and considers that it is not probable the legal claim towards the Company will be successful and as a result has not recognized a provision for this claim as of December 31, 2021. In addition, in case a settlement would be required, the Company believes that the corresponding liability will be fully covered by the respective existing insurance policies.
On August 7, 2021, our partnering laboratory physician and a key executive officer of ours, Prof. Dr. Peter Bauer was informed in writing by the Public Prosecutor's Office in Fulda that a criminal investigation had been initiated against him regarding allegedly false billing statements submitted to the Association of Statutory Health Insurance Physicians in Hessen (Kassenärztliche Vereinigung Hessen). The aggregate amount in question was EUR
17 Subsequent Events
Leadership transition
On May 2, 2022, Volkmar Weckesser resigned from his duties as the Chief Information Officer effective as of May 3, 2022. According to the separation agreement signed on the same date, his service agreement will terminate on June 29, 2022 (the “Termination Date”). All
On June 27, 2022, the Group announced the appointment of Jose Miguel Coego Rios as the Managing Director and Chief Financial Officer of the Company, effective June 22, 2022. The CFO and the Group entered into an award agreement pursuant to which the CFO will receive certain RSUs, which have no exercise price. According to the agreement, the RSUs are awarded in two forms as
23
Notes to the unaudited interim condensed consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021
Effective June 22, 2022, each member of the Supervisory Board will receive an award of options and RSUs in ordinary shares (such options and RSUs collectively, the "LTIs") with a value of EUR
These unaudited interim condensed consolidated financial statements were approved by management on July 15, 2022.
24