BCM GROUP

H1 2021

BCM Group at a glance

Introducing Bikeleasing

Management Report

Financial Statements

IHSE France IHSE Israel

ParisShoham

IHSE USA

Cranbury

Other information

IHSE China

Guangzhou

IHSE South Korea

Seoul

Palas China

Shanghai

Palas Asia

Hong Kong

IHSE Asia

IHSE Middle East

Singapore

& South Asia

Mumbai

FINANCIAL YEAR-HALF | MANAGEMENT CAPITAL BROCKHAUS

Table of contents

BCM Group at a glance ..............................................

2

Introducing Bikeleasing .............................................

3

Interim Group Management Report ..........................

5

Interim Consolidated Financial Statements ...........

13

Responsibility statement .........................................

26

Review report............................................................

26

Other information .....................................................

27

Brockhaus Capital Management

Frankfurt am Main

Palas HQ

Karlsruhe

IHSE HQ

Oberteuringen

2021 H1 REPORT

2

BCM Group at a glance

Introducing Bikeleasing

Management Report

Financial Statements

Other information

On 16 June 2021, BCM AG signed a purchase agreement to acquire a majority interest in Bikeleasing. Closing of the transaction is subject to financing and various conditions precedent, such as the successful completion of a qualifying holding procedure by BaFin.

BLS Bikeleasing-Service GmbH & Co. KG (together with its affiliated companies, referred to in the following as "Bikeleasing", www.bikeleasing.de) develops and operates one of the leading digital B2B platforms for brokering and managing leases for company bicycles.

The digital connection of all stakeholders involved - such as employ- ees, employers and bicycle dealers - as well as the high degree of automation of the platform mean that the business model is highly scalable. From onboarding the employer, through ordering the bicycle by the employee from the bicycle dealer down to claims handling, the entire process is managed by their own digital platform, online or using the mobile app.

Currently, approximately 28 thousand employees are connected to the Bikeleasing platform. These include micro-enterprises with a handful of employees, middle market companies and international corporations. Bikeleasing's business customers employ a total of more than 1.3 million employees.

To date, the core business involves the brokerage and management of company bicycle leasing contracts. These enable companies to offer their employees bicycles and e-bikes via deferred compensation models. The lease payments are made in the form of a deduction from the employee's gross salary, which is thus subsidized in the amount of the income tax and social care costs due on this lease payment: The bicycle or e-bike therefore attracts a tax incentive.

Contractually, Bikeleasing partially acts as the lessor in the lease. However, so as to keep capital intensity low and capacity for growth as flexible as possible, the majority of lease receivables from bikes leased by Bikeleasing itself are sold to external financing partners. As a result, Bikeleasing mostly is not the beneficiary of lease pay- ments, but recognizes most of the income immediately after the lease has been entered into and sold off. Effectively, the business model is therefore largely transaction-based.

Bikeleasing's market is significantly driven by political, economic, social and individual sustainability and health-related goals. The business model additionally offers clear advantages for all target groups:

  • Employees are able to make the lease payments for a bicycle of their choice directly from their gross salary using a deferred compensation model. This can save them up to approximately 40% (depending on their personal income tax rate) compared with a cash purchase. Because of this savings effect as well as payment in monthly installments, higher-quality bicycles tend to be ordered and the average selling price is therefore far higher than the general market average. Moreover, employees benefit from comprehensive insurance for the bicycle and min- imal administrative effort. After 36 months, employees have the option to buy the bicycle at attractive conditions and/ or lease a new one.
  • There are no costs for employers who offer company bicycles to their employees through Bikeleasing. The lease payments are made from the employee's existing salary by way of de- ferred compensation. As no social security contributions are due on the deferred gross pay, the employer even realizes sav- ings. Many employers pass these savings on to their employ- ees to increase employee motivation and retention. An insur- ance policy covers an event where an employee leaves the company and the leased bicycle would usually remain with the employer for the remaining lease term. The employer therefore has an effective and essentially cost-neutral tool to incentivize and attract employees. It can also make a contribution to envi- ronmental protection and thus achieve a positive publicity ef- fect in terms of sustainability because of an improvement in its carbon footprint.
  • Bicycle dealers benefit from the implicitly higher willingness of Bikeleasing users to pay because of the tax savings. Due to the savings of up to approximately 40% for the employee, the share of high-priced bicycles, especially e-bikes, is well above that of the market as a whole. Another advantage is that, unlike many of its competitors, Bikeleasing does not require bicycle dealers to pay a commission on the purchase price of the bicy- cles. In addition, by joining forces with Bikeleasing, the bicycle

2021 H1 REPORT FINANCIAL YEAR-HALF | MANAGEMENT CAPITAL BROCKHAUS

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BCM Group at a glance

Introducing Bikeleasing

dealer gains a further sales channel for acquiring new customers through referrals from employees and employers.

Bikeleasing's current business is based largely on the company bicycle model. With approximately 28 thousand connected corporate customers and their more than 1.3 million employees, the established digital platform additionally offers undeveloped potential as a comprehensive "social benefits platform" by enabling the leasing of further products such as smartphones, tablets, computers, etc. Demand for this is already emerging on the customer side.

The company, whose seat is in Vellmar and main location is in Uslar, employed a total of 124 people as of 31 December 2020. Bikeleasing was formed in 2015. The company took its first step towards internationalization with the establishment of a branch in Innsbruck, Aus- tria, in July 2020. In the current fiscal year 2021, a vertical integration took place with the acquisition of a leasing company.

Driven by the very attractive market environment and its strong unique selling proposition, Bikeleasing has substantially increased its business volume in recent years.

Management Report

Financial Statements

Other information

Bikeleasing - pro forma earnings figures (preliminary, unaudited)

€ million

2020

H1 2021

H1 2020

Revenue

40.9

33.7

17.3

Revenue growth

94.8%

Gross profit

24.5

20.0

10.5

Gross profit margin

59.9%

59.2%

60.9%

Adjusted EBITDA

17.4

14.9

7.5

Adjusted EBITDA margin

42.6%

44.2%

43.6%

BCM Group - pro forma earnings figures including Bikeleasing (preliminary, unaudited)

€ million

2020

H1 2021

H1 2020

Revenue

92.5

56.2

40.5

Revenue growth

38.9%

Gross profit

63.0

36.4

27.7

Gross profit margin

68.2%

64.7%

68.4%

Adjusted EBITDA

29.7

17.5

12.3

Adjusted EBITDA margin

32.1%

31.1%

30.3%

YEAR-HALF | MANAGEMENT CAPITAL BROCKHAUS

The adjacent financial information present in the upper table the preliminary results of operations of the Bikeleasing group. The pro forma scope of consolidation comprises all entities which are to be acquired according to the share purchase agreement. Those entities also comprise especially Hofmann Leasing GmbH. The figures, originally prepared according to German GAAP (HGB), were converted to IFRS with regards to significant items. Business transactions between the entities were eliminated.

Due to the IFRS conversion of Bikeleasing's German GAAP figures being not finalized yet, these disclosures are to be regarded as pre- liminary. As per the date of this report, these figures were not reviewed by an independent auditor.

In the bottom table, these earnings figures of Bikeleasing are added to the ones of BCM Group for the respective periods. For further information thereon, please refer to the Interim Group Management Report as well as to the Annual Report 2020.

As soon as reliable data on earnings figures per share including Bikeleasing are available, we intend to disclose those as well.

2021 H1 REPORT FINANCIAL

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BCM Group at a glance

Introducing Bikeleasing

Management Report

Financial Statements

Other information

Significant events

Bikeleasing purchase agreement signed

In Q2 2021, BCM Group took a significant step towards further inorganic growth. On 16 June 2021, BCM AG signed a purchase agreement for the indirect acquisition of a majority interest in Bikeleasing- Service GmbH & Co. KG (together with its affiliated companies, "Bikeleasing").

Under the agreed transaction, the managing partners will remain significantly invested in Bikeleasing via an interest held in the acquiring company. There are also plans for the founders to invest in shares of BCM AG under the terms of a capital increase in kind. Taking into account the sellers' interests in the acquiring company, BCM Group's stake in the acquiring company will be approximately 60%.

Based on a valuation of approximately €300 million for Bikeleasing, the purchase price payable in cash by BCM Group will be approximately €167 million, subject to standard price adjustment mechanisms when the deal closes. In addition to the use of existing own funds of BCM AG, other instruments to finance the purchase price might include both long-term and short-term debt as well as potentially new equity from a capital increase. BCM Group also reserves the right to reduce its interest in the acquiring company to down to 50.1% by involving co-investors. The suitable financing mix will be decided upon during the second half of 2021.

The closing of the transaction is subject to financing and various conditions precedent, and is expected to happen this year. As the leasing company Hofmann Leasing GmbH is part of Bikeleasing, the closing is also subject to the successful completion of a qualifying holding procedure by the German Federal Financial Supervisory Authority (BaFin), among other things.

Bikeleasing (www.bikeleasing.de), which was formed in 2015, operates a leading digital B2B social benefits platform. The business model is based on the highly automated management of company bicycle leases, enabling a company's employees to acquire bicycles and e-bikes through deferred compensation and thereby benefit from a tax incentive. From onboarding the B2B customer, through ordering the bicycle by the employee from the bicycle dealer down to claims handling, the entire process is managed by Bikeleasing's own digital platform and app for mobile devices. As an innovative provider in the market for company bicycles, Bikeleasing has experienced strong, highly profitable growth since its formation and steadily expanded its market share. In addition to company bicycles, today's existing digital platform and extensive customer base can also be expanded to cover other leasing assets and thus offers the potential for developing into a comprehensive "social benefits plat- form".

Only the purchase agreement was signed in the reporting period, and closing is still outstanding. In this respect, other than costs for due diligence and for negotiating and notarizing the purchase agree- ment, the transaction had no significant impact on results of operations in the reporting period or on net assets and financial position as of the reporting date.

2021 H1 REPORT FINANCIAL YEAR-HALF | MANAGEMENT CAPITAL BROCKHAUS

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Brockhaus Capital Management AG published this content on 16 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2021 20:35:24 UTC.