PDD Pflegedienst Deutschland V GmbH

Herford

Befreiender Konzernabschluss zum Geschäftsjahr vom 01.01.2021 bis zum 31.12.2021

AI Monet (Luxembourg) Parentco S.à r.l.

Luxemburg

AI Monet (Luxembourg) Parentco S.à r.l.
Société à responsabilité limitée.

Consolidated Financial Statements
for the financial year ended December 31, 2021
in accordance with
International Financial Reporting Standards (IFRS)
as adopted by the European Union (EU).
(with the report of the Réviseur d'Entreprises agréé thereon)

2-4, Rue Beck,

L-1222 Luxemburg

R. C.S. Luxemburg B 225437

Share capital: 5,270,056.00

Table of Contents

Report of the Révieur d'Entreprises agréé

Consolidated Statement of Profit and Loss and Other Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Cash Flows

Consolidated Statement of Changes in Equity

Notes to the Consolidated Financial Statements

A General information, accounting principles and policies

A.1 General information

A.2 Accounting principles

A.3 Functional and presentation currency

B Consolidation

B.1 Basis of consolidation

B.2 Changes to the group

B.3 List of shareholdings

B.4 Non-controlling interests

C Significant accounting policies

C.1 Revenues

C.2 Government grants

C.3 Employee benefit expenses

C.4 Share based payment agreements

C.5 EBITDA

C.6 Interest income and interest expenses

C.7 Taxes on income

C.8 Goodwill and other intangible assets

C.9 Property, plant and equipment

C.10 Leases

C.11 Inventory

C.12 Non-current assets held for sale

C.13 Financial instruments

C.14 Preferred equity certificates

C.15 Provisions and contingent liabilities

C.16 Significant accounting judgements, estimates and assumptions

C.17 Fair value measurement

D IFRS issued but not yet effective

E First-time adoption of the IFRS

E.1 Overview of the first-time adoption

E.2 Summary of the IFRS conversion effects

F Notes to the Consolidated Statement of Profit and Loss

F.1 Revenues

F.2 Other income

F.3 Cost of material and services purchased

F.4 Personnel expenses

F.5 Other expenses

F.6 Depreciation, amortization and impairments

F.7 Interest expenses

F.8 Taxes on income

G Notes to the Balance Sheet

G.1 Goodwill and other intangible assets

G.2 Property, plant and equipment

G.3 Leases

G.4 Investments

G.5 Inventories

G.6 Trade receivables

G.7 Other assets

G.8 Cash and cash equivalents

G.9 Non-current assets held for sale

G.10 Subscribed capital and share premium

G.11 Shareholder's Loan - Preferred equity certificates

G.12 Financial Instruments

G.13 Provisions

G.14 Trade payables

G.15 Employee benefits and other liabilities

H Other disclosures

H.1 Contingent liabilities and other financial commitments

H.2 Related party transactions

H.3 Additional disclosures relating to the statement of cash flows

H.4 Full-time equivalents

H.5 Auditor's fee

H.6 Events after the reporting date

H.7 Executive bodies

Consolidated Management Report year ended 31 December 2021

I Business and general conditions

I.1 Economic and legal bases

I.2 Organisational structure

I.3 General macroeconomic and industry-related conditions

I.4 Care situation

I.5 Quality

I.6 Construction projects and investments

I.7 Human resources and social issues

J Key performance indicators

K IFRS conversion

L Income situation

M Net assets position

N Financial position

O Opportunities and risks report

O.1 Risk management objectives and methods

O.2 Areas of risks and how they are managed

O.3 Opportunity reporting

P Forecasting report

There might be some rounding differences in the amounts presented in the consolidated financial statements and the management report.

Report of the Révieur d'Entreprises agréé

Consolidated Statement of Profit and Loss and Other Comprehensive Income

For the fiscal year from January 1 to December 31, 2021

in TEUR	Note	2021	2020
Revenues	F.1	449,235	403,539
Other income	F.2	29,660	30,000
Cost of material and services purchased	F.3	-46,278	-41,751
Personnel expenses	F.4	-332,448	-305,317
Other expenses	F.5	-27,388	-37,038
Earnings before interest, taxes, depreciation and amortization (EBITDA)		72,780	49,433
Depreciation, amortization and impairments	F.6	-37,342	-39,007
Interest income		36	92
Interest expenses	F.7	-39,483	-42,505
Other financial result		-333	217
Income before taxes		-4,341	-31,771
Taxes on income	F.8	-1,425	372
Net income		-5,766	-31,398
Net income attributable to non-controlling interests	B.4	-694	-630
Net income attributable to shareholders of the company		-5,072	-30,769
Other comprehensive income		0	0
Total comprehensive income		-5,766	-31,398
Total comprehensive income attributable to non-controlling interests	B.4	-694	-630
Total comprehensive income attributable to shareholders of the company		-5,072	-30,769

Consolidated Balance Sheet As at December 31, 2021

Assets

in TEUR	Note	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Goodwill	G.1	504,062	494,598	483,924
Other intangible assets	G.1	8,154	22,125	37,258
Property, plant and equipment	G.2	30,327	30,933	55,455
Right-of-use assets	G.3	123,301	104,286	96,398
Financial assets	G.12	166	269	117
Deferred tax assets	F.8	3,219	418	0
Other assets	G.7	3,003	2,934	1,120
Non-current assets		672,234	655,563	674,271
Inventory	G.5	257	1,050	224
Trade receivables	G.6, G.12	80,818	58,096	56,239
Other financial assets	G.12	453	4,903	351
Other assets	G.7	14,448	8,917	8,753
Cash and cash equivalents	G.8	23,112	21,251	16,850
Non-current assets held for sale	G.2, G.9	2,726	28,140	0
Current assets		121,815	122,357	82,417
Total assets		794,049	777,920	756,688

Equity and liabilities

in TEUR	Note	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Subscribed capital	G.10	5,270	5,269	5,269
Capital reserve	G.10	178,759	75,309	75,309
Profit or loss carried forward		-81,903	-51,135	-51,135
thereof effects from first time adoption of IFRS at transition date attributable to the shareholders of the company	E	54,215	54,215	54,215
Profit or loss attributable to the shareholders of the company		-5,072	-30,769	0
Total equity attributable to shareholders of the company		97,053	-1,325	29,443
Non-controlling interests	B.4	-1,669	-975	-345
thereof effects from first time adoption of IFRS at transition date attributable to non-controlling interests	E	-345	-345	-345
thereof share of non-controlling interests in net income		-694	-630	0
Equity		95,385	-2,300	29,098
Liabilities towards credit institutions	G.12	364,495	368,154	342,955
Shareholder loans - preferred equity certificates ¹	G.11	122,935	217,442	198,309
Lease liabilities	G.12	119,614	93,559	84,368
Other financial liabilities	G.12	0	0	10,447
Provisions	G.13	12,584	11,936	9,757
Deferred tax liabilities	F.8	0	0	1,309
Other liabilities	G.15	316	390	486
Non-current liabilities		619,943	691,481	647,632
Liabilities towards credit institutions	G.12	8,131	11,857	10,868
Lease liabilities	G.12	13,627	12,049	10,805
Trade payables	G.14	5,881	5,357	6,534
Other financial liabilities	G.12	790	10,988	1,630
Provisions	G.13	8,028	8,976	8,868
Employee benefits	G.15	28,287	28,813	30,793
Other liabilities	G.15	13,976	10,700	10,461
Current liabilities		78,721	88,739	79,958
Total equity and liabilities		794,049	777,920	756,688

¹ Shareholder loans - preferred equity certificates ("PECs") of TEUR 122,935 (PY: TEUR 217,442), in management's view constitute economic equity due to their subordinated nature and maturity. In 2021, TEUR 103,451 of PECs were converted into subscribed capital and capital reserve. Please refer to Note C.14 for an economic equity assessment.

Consolidated Statement of Cash Flows

For the fiscal year from January 1 to December 31, 2021

in TEUR	2021	2020
Consolidated earnings before interest, taxes, depreciation and amortization (EBITDA)	72,780	49,433
Increase/decrease in inventories, trade receivable and other assets not attributable to investing or financing activities	-12,585	-7,134
Increase/decrease in provisions	1,091	10,506
Increase/decrease in trade payable and other liabilities which not attributable to investment or financing activities	-3,467	-3,209
Gain/loss on disposal of fixed assets	-4,591	1,936
Profit distributions received from investments accounted for using the equity method relating to operating activities	322	90
Net income taxes paid/received	-2,100	-1,463
Cash flow from operating activities	51,451	50,160
Proceeds from disposal of intangible assets and fixed assets	39,172	866
Payments to acquire intangible assets and fixed assets	-9,383	-14,499
Payments to acquire entities included in the basis of consolidation	-29,299	-23,163
Net cash acquired from acquisition of entities	267	1,295
Cash flow from investing activities	757	-35,500
Proceeds from capital contributions by shareholders of the parent entity	1	0
Liabilities to affiliated companies	0	6,000
Proceeds from borrowing	-9,092	24,617
Repayment of borrowings	0	-1,598
Transaction costs related to loans and borrowings	-716	-1,095
Payment of lease liabilities	-20,356	-17,539
Interest paid	-19,202	-19,755
Net payments from factoring	-980	-888
Cash flow from financing activities	-50,347	-10,259
Change in cash and cash equivalents	1,861	4,401
Cash and cash equivalents as at January 1	21,251	16,850
Cash and cash equivalents as at December 31	23,112	21,251

Please refer to Note H.3 for additional disclosures on the consolidated statement of cash flows.

Consolidated Statement of Changes in Equity

As at December 31, 2021

in TEUR	Note	Subscribed capital	Capital reserves	Retained earnings	Non-controlling interests	Total equity
Balance at January 1, 2020		5,269	75,309	-51,135	-345	29,098
Net income		0	0	-30,769	-630	-31,398
Other comprehensive income		0	0	0	0	0
Comprehensive income		0	0	-30,769	-630	-31,398
Other changes		0	0	0	0	0
Balance at December 31, 2020		5,269	75,309	-81,903	-975	-2,300
Net income		0	0	-5,072	-694	-5,766
Other comprehensive income		0	0	0	0	0
Comprehensive income		0	0	-5,072	-694	-5,766
Conversion of preferred equity certificates into equity	G.10	0	103,450	0	0	103,450
Other changes	G.10	1	0	0	0	1
Balance at December 31, 2021		5,270	178,759	-86,976	-1,669	95,385

Notes to the Consolidated Financial Statements

A General information, accounting principles and policies

A.1 General information

The company was established as Al Monet (Luxembourg) Parentco S.à r.l. ("the Company"), headquartered in 2-4, Rue Beck, L-1222 Luxembourg on June 7, 2018, for an indefinite period of time. It is entered in the Commercial Register under register number B 225437. The Company's financial year starts on January 1, and ends on December 31 of each calendar year.

These consolidated financial statements comprise the Company and its subsidiaries and associated companies (together referred to as "the Group"). The Group is primarily involved in the intensive and non-intensive care business (e.g., individual care or care groups) which is operational in Germany (see Note B.3).

A.2 Accounting principles

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. All IFRS accounting standards mandatorily applicable in the European Union as of December 31, 2021, are applied. They were authorized for issue by the Company's board of directors on April 28, 2022.

A.3 Functional and presentation currency

These consolidated financial statements are presented in euro, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

B Consolidation

B.1 Basis of consolidation

B.1.1 Business combinations

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a 'concentration test' that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (see Note C.8). Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

B.1.2 Subsidiaries

Subsidiaries are entities controlled by the Group. The Group 'controls' an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

B.1.3 Loss of control

When the Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

B.1.4 Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

B.2 Changes to the group

B.2.1 Business combinations of the fiscal year 2021

As part of the strategy of growth through acquisitions, the Group acquires further care services on a regular basis. In the fiscal year 2021, the Group only acquired individually immaterial care services, so that an aggregate disclosure is stated below.

The Group completed the following transactions regarding care services during the fiscal year 2021: acquisition of 100% shares of ZAP Apo Care GmbH, Rüthen and Häusliche Krankenpflege LEA GmbH, Lippstadt with acquisition date on June 30, 2021, PKP - Pflegeteam Körner & Puttfarcken GmbH, Geesthacht with acquisition date on August 31, 2021, Mobile Ambulante Pflegepartner GmbH & Co. KG - Münchner Kindl, Munich and Pflegepartner GmbH, Munich with acquisition on date September 30, 2021.

In addition to the acquisitions mentioned above, the following asset deals regarding care services were completed in the financial year: Private Alten- und Krankenpflege Ralf Hansen GmbH, Grefrath with acquisition date on January 1, 2021, Die Brücke - Zeit für Pflege Rainer Marotzke e.K., Bad Oeynhausen with acquisition date on January 1, 2021, Medomo Krankenpflegeservice, Melle with acquisition date on January 1, 2021 and Göttlicher - Intensivversorgung GmbH, Kassel with acquisition date on May 1, 2021.

With effect on December 23, 2021, the Group purchased 10.1% of the limited liability capital of ZesS Verwaltungs- u. Besitz-GmbH & Co. KG, Burghausen. The Group holds 100% of the shares after the transaction.

Consideration transferred

The purchase price of the care businesses acquired in the fiscal year 2021 amounts in total to TEUR 10,930 and was paid with cash. Revenues of TEUR 6,480 and an income before taxes of TEUR 643 contributed to net income in the fiscal year 2021.

If the acquisitions had occurred at the start of the fiscal year 2021, consolidated revenue would have been increased by a further TEUR 10,462 to TEUR 16,943 and income before taxes would have been decreased by TEUR 1,104 to TEUR 1,747. When calculating the amounts, the Board of Managers assumed that the fair values from the purchase price allocation at the date of acquisition would also have been valid in the event of an acquisition on January 1, 2021.

Acquisition costs

The Group has incurred acquisition-related costs of TEUR 223 for due diligence as well as for legal and notary fees. These costs are recognized in other operating expenses.

Identifiable assets and liabilities acquired

The fair values of the assets and liabilities acquired at the respective date of acquisition are summarized below:

in TEUR	Total
Intangible assets	176
Property, plant and equipment	538
Right-of-use assets	1,357
Trade receivables	1,027
Other assets	1,293
Cash and cash equivalents	267
Lease liabilities	-1,357
Loans and borrowings	-214
Trade and other payables	-1,618
Other liabilities	-3
Total identifiable net assets acquired	1,466

Goodwill

The goodwill as a result of the acquisitions was recognized as follows:

in TEUR	Total
Consideration transferred	10,930
Fair value of identifiable net assets	1,466
Goodwill	9,464

The goodwill primarily results from the future development potential, the market positions in the respective regions in which the companies operate and the experience of the employees in the field of nursing.

The total amount of goodwill that is expected to be deductible for tax purposes amounts to TEUR 733.

B.2.2 Business combination of the fiscal year 2020

With acquisition date on April 1, 2020, the Group acquired 100% of the shares of the care services Pflegedienst HAND & HERZ Ambulante Alten- und Krankenpflege GmbH, Bonn and Optivita GmbH, Wesseling. Also 100% of the shares of the care service Mobile Hilfe Ruhr GmbH, Duisburg have been acquired with acquisition date on October 31, 2020. For the fiscal year 2020, the Group disclose the information on the business combinations aggregated below.

Revenues of TEUR 5,539 and an income before taxes of TEUR 1,290 contributed to net income in the fiscal year 2020.

If the acquisitions had occurred at the start of the fiscal year 2020, consolidated revenue would have been increased by a further TEUR 3,727 to TEUR 9,266 and income before taxes would have been increased by TEUR 723 to TEUR 2,014. When calculating the amounts, the Group Board of Managers assumed that the fair values from the purchase price allocation at the date of acquisition would also have been valid in the event of an acquisition on January 1, 2020.

Consideration transferred

The purchase price of the care businesses acquired in the fiscal year 2020 amounts in total to TEUR 14,318 and was paid with cash in the amount of TEUR 13,355 and additionally the Group has made an assumption of debt to the advantage of the sellers in the amount of TEUR 963.

Acquisition costs

The Group has incurred acquisition-related costs of TEUR 139 for due diligence as well as for legal and notary fees. These costs are recognized in other operating expenses.

Identifiable assets and liabilities acquired

The fair values of the assets and liabilities acquired at the respective date of acquisition are summarized below:

in TEUR	Total
Client relationships	1,100
Intangible assets	23
Property, plant and equipment	347
Right-of-use assets	500
Trade receivables	637
Other assets	1,061
Cash and cash equivalents	1,295
Lease liabilities	-500
Loans and borrowings	-336
Trade and other payables	-398
Other liabilities	-93
Total identifiable net assets acquired	3,644

Goodwill

The goodwill as a result of the acquisitions was recognized as follows:

in TEUR	Total
Consideration transferred	14,318
Fair value of identifiable net assets	3,644
Goodwill	10,674

The goodwill primarily results from the future development potential, the market positions in the respective regions in which the companies operate and the experience of the employees in the field of nursing.

The total amount of goodwill that is expected to be deductible for tax purposes amounts to TEUR 0.

B.3 List of shareholdings

Apart from the parent company itself, the group's scope of consolidation comprises the following:

Company name	Company location	Equity share in %
Aaron Kranken- und Intensivpflege GmbH & Co. KG	Cologne	100
Adlatus GmbH	Herford	100
Advertus Beteiligungs GmbH	Herford	100
Advertus GmbH & Co. KG	Herford	100
air vital Kranken- und Intensivpflege GmbH	Herford	100
AKB Elke Dodenhoff GmbH	Munich	100
AKIP - Ambulante Kranken- und Intensivpflege GmbH	Biberach/Riß	100
Amadeus Kranken- und Intensivpflege GmbH & Co. KG	Herford	100
AMBIMED GmbH & Co. KG	Burghausen	100
AMBIMED Verwaltungs GmbH	Burghausen	100
Ambulante Fach- und Intensivpflege Memmingen (AFIM) GmbH	Neu-Ulm	100
Animus Kranken- und Intensivpflege GmbH & Co. KG	Herford	100
ANITA Kerner Intensivpflege GmbH & Co. KG	Herford	100
ANITA Kerner Kranken- und Altenpflege GmbH & Co. KG	Herford	100
B.S.B ihr privater Pflegedienst - Betreuung - Stenhüser & Beelitz GmbH & Co. oHG	Hamburg	100
Balthasar GmbH	Herford	100
BAPD GmbH	Hannover	100
Benedikt Kranken- und Intensivpflege GmbH	Herford	100
Bennet Kranken- und Intensivpflege GmbH	Herford	100
bipG VOR ORT GmbH	Koblenz	100
Bonitas Bielefeld GmbH & Co. KG	Herford	100
Bonitas GmbH & Co. KG	Herford	100
Bonitas Herford Krankenpflege GmbH & Co. KG	Herford	100
Bonitas Holding GmbH	Herford	100
Bonitas im Mühlenkreis GmbH	Herford	100
Bonitas Krankenpflege GmbH	Herford	100
Bonitas Lippe Kranken- und Intensivpflege GmbH	Herford	100
Bonitas Pflegedienste Verwaltungs GmbH	Herford	100
Bonitas Ravensberg GmbH & Co. KG	Herford	100
Bundesweite Intensiv-Pflege-Gesellschaft mbH ("bipG")	Hannover	100
BZ Immo GmbH	Coppenbrügge	0
Camelot Gesellschaft für Intensivpflege mbH	Herford	100
Care Immobilien GmbH	Herford	100
CPD Intensivpflegedienst Claudia Schiefer GmbH	Munich	100
Cura GmbH	Mannheim	100
Deutsche Fachpflege Holding GmbH	Herford	100
Deutsche Fachpflege Services GmbH	Munich	100
DFH Erste Beteiligung GmbH	Herford	100
DFH Zweite Beteiligung GmbH	Herford	100
DFH Dritte Beteiligung GmbH	Herford	100
DFH Vierte Beteiligung GmbH	Herford	100
DFH Fünfte Beteiligung GmbH	Herford	100
DFH Sechste Beteiligung GmbH	Herford	100
DFH Siebte Beteiligung GmbH	Herford	100
DFH Immobilienverwaltungsgesellschaft mbH	Munich	89.9
Fachpflege Stuttgart GmbH	Gomaringen	100
Fachpflege Tübingen GmbH	Gomaringen	100
FAU frei atmen Ulm GmbH	Neu-Ulm	100
Gemeinsam Leben GmbH	Herford	100
Halvar Kranken- und Intensivpflege GmbH	Herford	100
Hand und Herz Hameln GmbH	Hameln	100
Hauseins Vermietung und Beratungsgesellschaft GmbH	Berlin	100
Häusliche Krankenpflege LEA GmbH	Lippstadt	100
Heimbeatmungsservice Brambring Jaschke GmbH	Munich	100
Heinemann Krankenpflege GmbH & Co. KG	Herford	100
Holas Ambulante Intensiv- und Beatmungspflege GmbH	Hagen	100
Ihre Assistenz im Norden GmbH & Co. KG	Herford	100
Jasper Kranken- und Intensivpflege GmbH & Co. KG	Herford	100
Jonathan GmbH	Herford	100
Joris Kranken- und Intensivpflege GmbH	Oldenburg	100
Julius Kranken- und Intensivpflege GmbH & Co. KG	Herford	100
Julius Krankenpflege GmbH & Co. KG	Herford	100
Jutta Jungblut Seniorenservice GmbH	Mühlheim an der Ruhr	100
Kasimir Kranken- und Intensivpflege GmbH	Kuppenheim	100
Konstantin Krankenpflege GmbH & Co. KG	Herford	100
Korbinian Kranken- und Intensivpflege GmbH	Herford	100
Leonard Kranken- und Intensivpflege GmbH	Herford	100
Lynn's Best Kranken- und Intensivpflege GmbH	Herford	100
Magnus Kranken- und Intensivpflege GmbH	Herford	100
Mobile Ambulante Pflegepartner GmbH & Co.KG - Münchner Kindl	Munich	100
Mobile Alten- und Krankenpflege HDM GmbH	Bad Arolsen	100
Mobile Hilfe Ruhr GmbH	Duisburg	100
NHK Nachbarschaftliche Hauskrankenpflege GmbH & Co. KG	Bochum	100
NHK Verwaltungs GmbH	Bochum	100
Optivita GmbH	Wesseling	100
P+ Ihr Pflegeservice Bielefeld GmbH	Bielefeld	100
P+ Ihr Pflegeservice Hamburg GmbH	Hamburg	100
P+ Ihr Pflegeservice Koblenz GmbH	Koblenz	100
PDD Pflegedienst Deutschland GmbH	Herford	100
PDD Pflegedienst Deutschland HoldCo GmbH	Herford	100
PDD Pflegedienst Deutschland II GmbH	Herford	100
PDD Pflegedienst Deutschland III GmbH	Herford	100
PDD Pflegedienst Deutschland IV GmbH	Herford	100
PDD Pflegedienst Deutschland V GmbH	Herford	100
PDD Pflegedienst Deutschland VI GmbH	Herford	100
PDD Pflegedienst Deutschland VII GmbH	Herford	100
PDD Pflegedienst Herford GmbH	Herford	100
Pflegedienst HAND & HERZ Ambulante Alten- und Krankenpflege GmbH	Bonn	100
Pflegedienst Weingarten GmbH	Rennerod	100
PflegeLeicht Akademie GmbH & Co. KG	Herford	100
Pflegepartner GmbH	Munich	100
Pflegeservice Certus GmbH	Kuppenheim	100
Pflegeteam Hilfe zum Leben GmbH	Hambergen	100
PKP - Pflegeteam Körner & Puttfarcken GmbH	Geesthacht	100
Private Alten- und Krankenpflege Ralf Hansen GmbH	Grefrath	100
Professional Care Holding II S.à r.l.	Luxembourg	100
Professional Care Holding S.à r.l.	Luxembourg	100
Professional Care Invest S.à r.l.	Luxembourg	100
Providentia Intensivpflege Holding GmbH	Munich	100
RGV GmbH	Herford	100
Rundum Pflegedienst Berlin GmbH	Berlin	100
tip Team für Intensivpflege GmbH	Bad Arolsen	100
Titus Kranken- und Intensivpflege GmbH & Co. KG	Herford	100
Ventrio Care and Consult GmbH & Co. KG	Herford	100
Ventrio GmbH	Herford	100
VigeoCare Intensiv-Pflege-Dienste GmbH	Jülich	100
VIP Vitale Intensiv Pflege GmbH	Freudenstadt	100
Vita ambulante Pflege GmbH	Herford	100
Vita Krankenpflege GmbH & Co. KG	Bad Rothenfelde	100
vivit Pflege GmbH	Ludwigshafen	100
Widukind Immobilien GmbH	Herford	100
ZesS Betriebsgesellschaft GmbH & Co. KG	Burghausen	100
ZAP Apo Care GmbH	Rüthen	100
ZesS GmbH	Burghausen	100
ZesS Verwaltungs- u. Besitz- GmbH & Co. KG	Burghausen	100

The following companies are recognized using the equity method:

Company name	Company location	Equity share in %
AmbrosiusMed GmbH	Bielefeld	50

AmbrosiusMed GmbH is classified as a joint venture. The business operation of the joint venture is the handling and sale of care material and other consumables.

B.4 Non-controlling interests

Non-controlling interests ("NCI") are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. According to IFRS 10 the criteria for defining control according to IFRS 10 are met and despite no shares are held by the Group, BZ Immo Gmbh is fully consolidated.

December 31, 2021 in TEUR	BZ Immo GmbH	Intra-group eliminations	Total
NCI percentage	100%	100%	100%
Non-current assets	4,482	0	4,482
Current assets	337	230	567
Non-current liabilities	4,125	0	4,125
Current liabilities	1,065	302	1,368
Net assets	-372	-72	-444
Net assets attributable to NCI	-372	-72	-444
Revenue	1,356	-726	630
Profit or loss of the fiscal year 2021	32	-726	-694
OCI	0	0	0
Total comprehensive income	1,356	-726	-694
Profit or loss allocated to NCI	0	0	0
OCI allocated to NCI	0	0	0
Cash flows from operating activities	994	-258	736
Cash flows from investment activities	0	0	0
Cash flows from financing activities (dividends to NCI: nil)	-925	0	-925
Net increase (decrease) in cash and cash equivalents	69	-258	-189
December 31, 2020
in TEUR	BZ Immo GmbH	Intra-group eliminations	Total
NCI percentage	100%	100%	100%
Non-current assets	5,221	0	5,221
Current assets	258	36	294
Non-current liabilities	4,776	0	4,776
Current liabilities	1,106	366	1,473
Net assets	-404	-330	-734
Net assets attributable to NCI	-404	-330	-734
Revenue	1,105	-571	1,105
Profit or loss of the fiscal year 2020	-59	-571	-630
OCI	0	0	0
Total comprehensive income	-59	0	-630
Profit or loss allocated to NCI	-59	0	0
OCI allocated to NCI	0	0	0 %
Cash flows from operating activities	851	44	895
Cash flows from investment activities	0	0	0
Cash flows from financing activities (dividends to NCI: nil)	-829	0	-829
Net increase (decrease) in cash and cash equivalents	22	44	66
January 1, 2020
in TEUR	BZ Immo GmbH	Intra-group eliminations	Total
NCI percentage	100%	100%	100%
Non-current assets	4,376	0	8,753
Current assets	38	0	38
Non-current liabilities	3,882	0	7,764
Current liabilities	333	291	623
Net assets	199	-291	-91
Net assets attributable to NCI	199	-291	-91

C Significant accounting policies

The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements.

C.1 Revenues

Revenues, which mainly results from the services brought to the intensive and non-intensive care clients, will be realized in the profit and loss account after the care-services were provided. The Group renders its services based on contracts essentially with the clients, health insurance companies or long-term care insurance companies which are either limited or unlimited. The performance obligations (individual care services) are clearly specified in the contracts. The individually contractually agreed performance obligations are based on clearly defined transaction prices or considerations (costs per hour or unit per type of service). In principle, there are no variable considerations. All care services provided to the clients are classified as performance obligations satisfied over time. Billing those care-services is done typically on a monthly basis.

C.2 Government grants

Government grants related to assets are initially recognized as deferred income at fair value if there is reasonable assurance that they will be received, and the Group will comply with the conditions associated with the grant; they are then recognized in profit or loss as other income on a systematic basis over the useful life of the asset. Grants that compensate the Group for expenses incurred are recognized in profit or loss as other income on a systematic basis in the periods in which the expenses are recognized, unless the conditions for receiving the grant are met after the related expenses have been recognized. In this case, the grant is recognized when it becomes receivable.

C.3 Employee benefit expenses

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

C.4 Share based payment agreements

Selected members of the Group's management team are holding indirectly shares in AI Monet (Luxembourg) S.à r.l. through a management participation vehicle and are entitled to participate in the profits of AI Monet, in particular dividend payments, distributions in cash or in kind or the sale of shares in AI Monet. The management participation entity holds less than 10% of the shares in AI Monet as of the balance sheet date. In a potential exit the proceeds on disposal correspond to fair value. The acquisition price of the shares has been at fair market value at the acquisition date.

C.5 EBITDA

EBITDA corresponds to earnings before interest, taxes, depreciation and amortization and impairment as reported in the consolidated statement of. profit and loss and comprehensive income.

C.6 Interest income and interest expenses

The Group's finance income and finance costs include interest income and interest expense.

Interest income or expense is recognized using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset, or the amortized cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

C.7 Taxes on income

Taxes on income comprise all current and deferred taxes based on taxable profit. They are mainly calculated taking into account the corporate income tax rate including solidarity surcharge of Germany in the amount of 15.825%, as most of the entities are exempted from trade tax. Interest and other surcharges in connection with income taxes are not recognized in income tax expense. For local entities that are not exempted from local trade tax, deferred taxes were calculated with a combined tax rate of 30.875% for both corporate income tax and trade tax rate.

Generally, income taxes are calculated on the basis of the profits reported for the fiscal year. Current income taxes are recognized in the amount in which it is assumed they will be paid to the tax authorities in the future. Deferred taxes are accounted for in respect of temporary differences between the carrying amount of an asset or liability in the financial statement and its tax bases. They also include unused tax losses carried forwards and interest carried forwards. Where deferred tax assets occur, they are measured and adjusted according to an assessment of their future recoverability using forecast calculations and realizable tax strategies. Deferred taxes are calculated at the enacted or substantially enacted tax rates that are expected to apply when the asset or liability will be settled.

C.8 Goodwill and other intangible assets

I. Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.

Other intangible assets, including software, client relationships and trademarks, which are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

II. Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and trademarks, is recognized in profit or loss as incurred.

III. Amortization and impairment of intangible assets

Amortization is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognized in profit or loss. Goodwill is not amortized. The estimated useful lives of material intangible assets for current and comparative periods are as follows:

―	software: 3 - 6 years,
―	trademarks: 5 years,
―	client relationships: 3 years.

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

At each reporting date, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.

According to IFRS, goodwill essentially has an unlimited useful life and is tested annually for impairment. The Group performs an impairment testing on the carrying amounts of goodwill at the end of each fiscal year.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units ("CGU"). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

For more details on goodwill impairment testing see Note G.1.B.

C.9 Property, plant and equipment

I. Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation, and any accumulated impairment losses. At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

II. Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

III. Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognized in profit or loss. Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

―	buildings: 33 - 50 years,
―	tenant fixtures: 2 - 20 years,
―	operating and business equipment: 3 - 12 years.

There are no significant differences in the useful lives of material components of fixed assets.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

C.10 Leases

Leases are accounted for in accordance with IFRS 16. At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

I. As a Lessee

The Group recognizes and measures all leases (except for short-term leases and leases for which the underlying asset is of low value) in accordance with a single model. It recognizes liabilities for making lease payments and right-of-use assets for the right to use the underlying asset.

Right-of-use assets

The Group recognizes right-of-use assets as of the commencement date of the lease (i.e., as of the date on which the underlying leased asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. The costs of the right-of-use assets contain the lease liabilities recognized, the initial direct costs incurred and the lease payments made at or before the commencement date, less any lease incentives received and the estimate of costs for dismantling or removing the underlying asset or for restoring the underlying asset or the site on which it is located, less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis as follows over the shorter of the lease term and the expected useful life of the leased asset. The right-of-use assets will also be tested for impairment.

Lease liabilities

On the commencement date, the Group recognizes the lease liabilities at the present value of the lease payments to be made over the lease term. In determining the lease term, extension and termination options are taken into account, if it is reasonably certain that they will be exercised or not exercised

The lease payments include fixed payments (including in-substance fixed payments), less any lease incentives receivable, variable lease payments that depend on an index or rate and amounts expected to be payable under residual value guarantees. The lease payments further include the exercise price of a purchase option if the Group is reasonably certain to exercise that option and payments of penalties for terminating the lease if the lease term reflects the Group exercising an option to terminate the lease.

Variable lease payments that do not depend on an index or a rate in the period in which the event or condition that triggers this payment occurs are recognized as an expense.

When calculating the present value of the lease payments, the Group normally uses its incremental borrowing rate at the commencement date because the interest rate implicit in the lease cannot be readily determined. Following the commencement date, the amount of the lease liability is increased to reflect higher interest and reduced to reflect the lease payments made. In addition, the carrying amount of the lease liability is revalued in the event of changes to the lease, changes to the lease term, changes to the lease payments (e.g., changes in future lease payments as a result of a change in an index or a rate used to determine those payments) or in the event of a change in the assessment of an option to purchase the underlying asset.

Short-term leases and leases of low value assets

The Group applies the exemption for short-term leases (i.e., leases whose term from the commencement date is a maximum of twelve months and which do not include a purchase option) for short-term leases of machinery and technical equipment. It also applies the exemption for leases of low value assets to leases of items of office equipment classified as low value. Lease payments for short-term leases and for leases of low value assets are recognized as an expense on a straight-line basis over the lease term.

II. As a Lessor

At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices. When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract. The Group recognizes lease payments received under operating leases as revenues on a straight-line basis over the lease term as part of "Other care related revenue".

C.11 Inventory

Inventories are measured at the lower of cost and net realizable value at the reporting date.

C.12 Non-current assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets or deferred tax assets, which continue to be measured in accordance with the Group's other accounting policies. Impairment losses on initial classification as held for sale or held-for distribution and subsequent gains and losses on remeasurement are recognized in profit or loss. Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated.

C.13 Financial instruments

In accordance with IAS 32.11, all contracts that give rise to a financial asset on one entity and a financial liability or equity instrument of another entity are considered financial instruments. Financial instruments are measured at amortized cost are initially recognized at fair value on the trading day, taking into account attributable transaction costs. Transaction costs must be recognized immediately in the income statement for financial instruments measured at fair value through profit or loss ("FVTPL"). Furthermore, trade accounts receivables are recognized on initial recognition not at fair value but at the transaction price.

Classification of financial instruments

Financial assets

Financial assets are classified in the following measurement categories:

―	at amortized cost,
―	at fair value through other comprehensive income and
―	at air value through profit and loss.

A classification into the three categories takes place based on the Group's business model for managing the financial assets as well as the characteristics of the contractual payment flows of the assessed financial assets.

The "at amortized cost" category contains all financial assets whose business model is associated with the aim of collecting the contractually agreed payment flows (business model: "hold"). Likewise, the contractual terms and conditions of the financial asset must be such that cash flows occur at fixed dates that exclusively represent repayments and interest payments on the outstanding notional amount (SPPI - criterion "cash flow condition").

Measurement at fair value through other comprehensive income is to be applied to financial assets with the aim of realizing cash flows both through the receipt of contractual payments and through sale ("holding and selling" business model). At the same time, the contractual conditions of the financial asset must also be structured so that payment flows, which exclusively represent principal and interest payments on the outstanding nominal amount, are generated on defined dates (SPPI criterion: cash flow condition).

Financial assets at fair value through profit or loss are those that are either held for trading or managed on the basis of their fair value or whose cash flows are maximized through sales. If financial instruments are classified "at fair value through other comprehensive income," transaction costs are reported in profit and loss directly in the period in which they arise. This relates to a residual category which contains all financial assets that cannot be assigned to the "hold" or "hold and sell" business model (business model: "trade/other") as well as assets for which the SPPI criterion does not result in a positive decision. Financial assets for which the "fair value option" is exercised for the initial recognition are also classified as "at fair value through profit and loss."

Financial assets in the "at amortized cost" category particularly include trade accounts receivable (not including factoring), cash and cash equivalents and other receivables.

Cash equivalents are short-term, extremely liquid financial investments that can be converted to cash at any time and that are only subject to insignificant risks of changes in value.

Financial assets in the category "at fair value through profit or loss" exist in the Group in the form of trade accounts receivable for which non-recourse factoring is applied.

Reclassifications between the measurement categories did not occur in the fiscal year 2021 and the previous year.

Financial liabilities

Financial liabilities are classified in the "at amortized cost" category. The Group does not recognize financial liabilities at fair value.

Financial liabilities in the category "at amortized cost" are mainly liabilities to banks, preferred equity certificates and trade payables.

Equity instruments

Equity instruments under IFRS 9 are essentially classified at fair value through profit and loss. For the initial recognition of a financial investment in an equity instrument that is held as a long-term strategic investment rather than for trading purposes, IFRS 9 provides for an irrevocable option to report the changes to fair value in other comprehensive income ("FVOCI option"). In this case, the classification takes place in the "at fair value through other comprehensive income" category. In one case, an equity investment was classified as "at fair value through other comprehensive income" at initial recognition.

The fair value corresponds to the prices quoted on an active market, where applicable. If such a market does not exist, the fair value is calculated based on measurement models using current market parameters.

Derecognitions and modifications

Financial assets are derecognized if the contractual rights to payments that arise from the instrument expire or, alternatively, the financial assets are transferred with all material risks and opportunities. Financial liabilities are derecognized if the contractual obligations are settled, canceled, or expire. In the event of adjustments to loan conditions or extensions of terms, the Group validates whether this involves substantial modifications within the meaning of IFRS 9. The assessment as to whether a modification is substantial is made on basis of qualitative and quantitative criteria; the criteria used by the Group for financial assets correspond to the criteria for financial liabilities. If there is a substantial modification, the existing financial instrument is derecognized and the substantially modified financial instrument is rebooked. If there is a non-substantial modification, the carrying amount of the financial instrument is adjusted through profit or loss.

Impairments of financial instruments

IFRS 9 requires expected losses to be reported for all assets within the scope of the impairment provisions. The loss reported as well as the interest collected are calculated based on the assignment of the instrument to the categories listed below.

According to the general impairment model ("general approach"), the change in value is determined based on the following three levels:

Level 1: All relevant instruments are initially assigned to level 1. The present value of the expected losses from possible default events within the next twelve months ("12-month expected credit loss") after the reporting date must be reported and recognized as an expense. Interest is recognized on the basis of the gross carrying amount. Consequently, the effective interest method is applied on the basis of the carrying amount before risk provisioning is taken into account.

Level 2: This includes all instruments which have undergone a significant increase in the default risk since their initial reporting. The monitoring for a significant increase in the default risk as of the reporting date is carried out in connection with a screening process of the relative changes in ratings or credit default swap spreads (CDS spreads) of the business partner. Generally, a significant increase in the default risk is assumed in the event that the financial instruments are more than 30 days overdue. If the business partner for the financial instruments has at least an investment-grade rating, no assessment of a significant increase in the credit risk is made. The impairment corresponds to the present value of the expected losses from possible default events over the remaining term of the instrument ("lifetime expected credit loss"). The interest is reported in the same way as for level 1.

Level 3: If, in addition to an increased risk of default, there is objective evidence of an impairment of an instrument, the impairment is also measured based on the present value of the expected losses from possible default events over the remaining term. The reporting of the interest in the following periods must be adjusted so that the interest income is calculated based on the net carrying amount and therefore based on the carrying amount after taking account of the loan loss provision.

At each balance sheet date, the Group tests whether there is objective evidence of impairment for financial instruments carried "at amortized cost" or "at fair value through other comprehensive income." Criteria for impairment include default or default of debtors, indications of imminent insolvency or the disappearance of an active market for a security due to financial difficulties.

A default event exists when it is considered probable that a debtor cannot or will not be able to meet its payment obligations or meet them in full. Where a default event exists, the gross carrying amounts of the financial assets (fully or partially) are derecognized so that the gross carrying amount after derecognition represents the expected recoverable amount. In addition, a default event is assumed in the event of significant payment delays. For financial instruments within the scope of the "general approach", a default event is assumed in connection with an amount overdue by more than 90 days.

For the Group, in particular cash and cash equivalents are subject to the impairment requirements in accordance with the general approach.

For trade receivable and lease receivables, IFRS 9 provides for a simplified approach to impairment ("simplified approach") under which an impairment in the amount of the expected losses must be reported over the remaining term for all instruments, irrespective of the credit quality. Consequently, no distinction is made for these financial instruments between allocations to level 1 or level 2 of the impairment model under IFRS 9. A transfer to level 3 takes place if there is objective evidence of impairment. With respect to trade accounts receivable, a default event is assumed in the case that there are delays in payment in excess of 120 days. A default also exists if it considered probable that a debtor cannot meet or cannot entirely meet its payment obligations.

C.14 Preferred equity certificates

The preferred equity certificates ("PECs") are taken out for the purpose of financing the group and are therefore not linked to specific assets on the balance sheet. PECs are not held for sale. In addition, it is assumed that there are no embedded derivatives in the contract for the PECs. Because of these characteristics, PECs are categorized as other financial liabilities.

The PECs are initially recognized in the balance sheet when the group becomes a contractual party to the financial instrument. PECs are initially measured at fair value including directly attributable transaction costs. Subsequent measurement is based on classification as other financial liabilities at amortized cost using the effective interest method.

However, the Group Board of Managers is of the opinion that the reported capital and reserves balance does not adequately reflect the equity position of the group. The Board of Management is of the opinion that this indicator is material to the understanding of the financial position and net assets.

When setting up the Group in 2018, the Group's shareholder provided capital in the form of equity (as recognized on the balance sheet) as well as long-term, non-cash, interest-bearing liabilities (shareholder loans in the form of PECs). Due to their long-term nature and subordination versus third party liabilities, these shareholder loans according to management ́s view are to be viewed as equity.

The Group's economic equity correspondingly breaks down as follows:

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Equity recognized in the balance sheet	97,053	-1,325	29,443
Non-current interest-bearing financial liabilities	122,935	217,442	198,309
Economic equity	219,988	216,117	227,753

The economic capital corresponds to an economic equity ratio of 27.7% (PY: 27.8%).

The Group's definition relating to economic equity is customary for the shareholder structure, however, it might deviate from other companies' indicators and disclosures with a similar purpose.

C.15 Provisions and contingent liabilities

Provisions are recognized for legal or constructive obligations toward third parties that were caused by past events, that are likely to lead to the outflow of resources and whose amount can be reliably estimated. The timing and/or the amount of provisions are uncertain.

The amount of provisions is calculated based on the best estimate of the amount of the expected outflow of resources. If the provisions are expected to be utilized within the normal business cycle, they are classified as current. Non-current provisions with a term of more than one year are discounted on the reporting date using the corresponding interest rates.

The Group reports all risks and obligations arising from tax matters under tax liabilities.

C.16 Significant accounting judgements, estimates and assumptions

The preparation of the consolidated financial statements requires a certain amount of discretionary decisions, estimates and assumptions by the management which affect the application of the accounting methods and the stated amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Changes of estimates are reported prospectively.

Discretionary decisions in the application of accounting policies influence the amounts recognized in the consolidated financial statements primarily in relation in determining the term of leases (see Note C.10), especially in establishing whether the exercise of extension options will materialize with an adequate degree of certainty.

Material effects on the consolidated financial statements because of assumptions and estimation uncertainty particularly occur in impairment testing. There are assumptions and estimation uncertainty in the recognition as well as measurement of other provisions of litigations and contingent liabilities especially regarding the key assumptions about the likelihood and magnitude of an outflow of resources (see Note C.15). There is further significant estimation uncertainty in the determination of the fair values of the assets and liabilities identified in business combinations (see Note B.1). The measurement of bad debt and expected credit loss allowance for trade receivables requires estimation of future loss rates (see Note C.10).

Deferred tax assets are recognized for unused tax losses and on temporary differences only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, tax loss carried forwards and interest carried forwards can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning opportunities.

The Group does not recognize deferred tax assets when it is unlikely that a corresponding amount of future taxable profit will be available against which the deductible temporary differences and tax loss carried forwards can be utilized. Significant management judgment is required when determining whether sufficient future taxable profit will be available against which the deductible temporary differences and tax loss carried forwards can be utilized. This includes management's assessment on the character and amounts of taxable future profits, the periods in which those profits are expected to occur, and the availability of tax planning opportunities. As a matter of policy, convincing evidence supporting the recognition of deferred tax assets is required if an entity has suffered a loss in either the current or the preceding periods.

Deferred taxes were calculated for most of the entities at a corporate income tax rate of 15.825% since these entities are exempted from trade tax. For local entities that are not exempted from trade tax, deferred taxes were calculated with a combined tax rate of 30.875% for both corporate income tax and trade tax rate. Further details on taxes are disclosed in Note C.7 and F.8.

C.17 Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk. A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. If there is no quoted price in an active market, then the Group uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price. The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data, or the transaction is closed out.

D IFRS issued but not yet effective

These consolidated financial statements are prepared by the Group in accordance with the IFRS regulations and all IFRS accounting standards mandatorily applicable in the European Union as of December 31, 2021. Early application options for new financial reporting standards before mandatory application are not used.

The new and amended standards interpretations that are issued by IASB, but not yet effective, up to the date of issuance of the Group's financial statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

Currently the Group does not assume that applying these new and amended standards and interpretations will have a significant effect on the presentation of the consolidated financial statements.

New or amended Standard/Interpretation	Subject of Standard or Interpretation or Amendment	Date of mandatory application in EU
Changes so IAS 37	Onerous contracts - cost fulfilling a contract	Jan. 1, 2022
Annual improvements 2018-2020	Changes to IFRS 1, IFRS 9 and IFRS 16	Jan. 1, 2022
Changes to IAS 16	Property, plant and equipment - proceeds before intended use	Jan. 1, 2022
Changes to IFRS 3	References to the Conceptual Framework	Jan. 1, 2022
Changes to IAS 1	Classification of liabilities as current or non-current	Jan. 1, 2023
Changes to IAS 1 and IFRS Practice Statement 2	Disclosure of accounting policies	Jan. 1, 2023
Changes to IAS 8	Definition of estimates	Jan. 1, 2023
Changes to IAS 12	Deferred tax related to assets and liabilities arising from a single transaction	Jan. 1, 2023
Changes to IFRS 10 and IAS 28	Sales or contribution of assets between an investor and its associate or joint venture	Postponed indefinitely

E First-time adoption of the IFRS

E.1 Overview of the first-time Adoption

These consolidated financial statements are the first of the Group in accordance with IFRS as adopted by the EU. The previous consolidated financial statements of the Group as of December 31, 2020, have been prepared in accordance with the provisions of Section XVI of the Law dated August 10, 1915, as subsequently amended and those consolidated accounts were based on the requirements specified in Article 1712-1 ("Lux-GAAP").

The accounting policies presented have been applied to the consolidated financial statements as of December 31, 2021, the comparative information as of December 31, 2020, and to the opening balance sheet prepared for January 1, 2020 (transition date). In principle, IFRS 1 first-time Adoption of International Financial Reporting Standards requires full retrospective application of all standards for which application is mandatory as of December 31, 2021. Accordingly, the adjustments to the recognition and measurement methods required for the first-time application of IFRS must be made retrospectively as if the Group had always prepared its accounts in accordance with IFRS.

E.2 Summary of the IFRS conversion effects

E.2.1 Reconciliation of equity

The following table presents the effects of the transition from Lux-GAAP to IFRS on the reported equity at the date of the first transition to IFRS (January 1, 2020) and at the end of the last period presented in the Group's most recent financial statements prepared in accordance with Lux-GAAP (December 31, 2020).

in TEUR	Dec. 31, 2020	Jan. 1, 2020
Equity according to Lux-GAAP	-88,675	-24,772
Business combinations	32,024	49,360
Scope of consolidation	87	-345
Property, plant and equipment (non-current assets held for sale)	579	0
Financial instruments	4,417	469
IFRS 16 Leases	-2,696	0
Other provisions	-1,152	0
Deferred taxes	-911	4,386
Other reconciliation positions	156	0
Roll-forward IFRS adjustments opening balance	53,870	0
Equity according to IFRS	-2,300	29,098

E.2.2 Reconciliation of loss for the financial period

The following table reconciles the consolidated net income presented in the Group's most recent financial statements prepared in accordance with Lux-GAAP (December 31, 2020) to total comprehensive income in accordance with IFRS.

in TEUR	2020
Loss for the financial period according to Lux-GAAP	-63,903
Business combinations	32,024
Scope of consolidation	87
Property, plant and equipment (non-current assets held for sale)	579
Financial instruments	4,417
IFRS 16 Leases	-2,696
Other provisions	-1,152
Deferred taxes	-911
Other reconciliation positions	157
Loss for the financial period according to IFRS	-31,398

E.2.3 Further details on the effects from the first-time adoption of IFRS

The facts underlying the significant effects of the transition to IFRS are explained below:

Business combinations

For business combinations after July 31, 2018, the Group applies IFRS 3 retrospectively. The significant differences compared to Lux-GAAP result from the impairment only approach with regard to goodwill in accordance with IAS 36 and that contingent considerations from business combinations are measured at fair value at each reporting date and changes in the fair value is recognized in the consolidated statement of profit or loss.

In contrast to Lux-GAAP, the acquisition-related costs are expensed in the periods in which the costs are incurred under IFRS.

Scope of consolidation

The change in the scope of consolidation of the group relates to BZ Immo GmbH which is as of the transition date fully consolidated under IFRS because the criteria for defining control according to IFRS 10 are met.

Furthermore, there was a change in scope of consolidation due to the different accounting of the joint venture AmbrosiusMed GmbH under IFRS compared to Lux-GAAP.

Property, plant and equipment

Due to a sale-and-leaseback transaction a reclassification of most of the properties for sale have been reclassified from property, plant and equipment to non-current assets held for sale in the fiscal year 2020. While an asset is classified as held for sale the non-current assets shall not depreciated. This conversion effect in fiscal year 2020 amount to TEUR 579.

Financial instruments

a) Trade receivables

The recognition of general allowances on trade receivables to cover general credit risk is not permitted under IFRS. Only so-called individual loss allowances are permitted, which need to be made on the basis of a grouping of receivables according to the credit ratings of the respective debtors. Therefore, general allowances must be corrected as part of the transition to IFRS. This conversion effect amount to TEUR -349 in fiscal year 2020 (as at transition date: TEUR -263).

b) Liabilities to banks

Under IFRS 9, transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial asset or financial liability. Additional costs are costs that would not have been incurred if the entity had not acquired, issued or disposed of the financial instrument. Transaction costs include, for example, commissions, brokerage and fees paid to intermediaries, advisors, brokers, regulatory authorities, stock exchanges and dealers, as well as tax payable on the transaction, but also legal and consulting fees.

At the Group, transaction costs arise in connection with loan agreements. In contrast to Lux-GAAP, IFRS requires transaction costs to be capitalized as deferred income and amortized over the term of the loan using the effective interest method. This conversion effect amount to TEUR 394 in fiscal year 2020 (as at transition date: TEUR 732).

c) Contract assets

Contract assets within the meaning of IFRS 15 result from hourly rate renegotiations with health insurance companies. The care services have been rendered in 2020 and were recognized in the amount of TEUR 4.372 the fiscal year 2020.

IFRS 16 Leases

Payments made under leases were previously expensed in accordance with Lux-GAAP.

Under IFRS, leases are measured in accordance with IFRS 16. If a contract, or part of a contract, that conveys the right to use an asset for a period of time in exchange for consideration is categorized as a leasing agreement under IFRS 16, the Group capitalizes a so-called right-of-use asset as well as a corresponding lease liability.

Other provisions

In accordance with IAS 37, provisions are only recognized if the provisions are subject to legal or constructive obligations to third parties as a result of past events and for which it is probable that an outflow of resources will be required. In addition, it must be possible to reliably estimate their amount.

The conversion effect on provisions results from a period shift compared to Lux-GAAP.

Furthermore, some of the provisions recognized under Lux-GAAP are presented under accrued liabilities under IFRS.

Deferred taxes

The difference is essentially due to the different accounting and valuation of the facts compared to Lux GAAP and the corresponding calculation of deferred taxes.

A material difference to Lux-GAAP results from the recognition and measurement of deferred taxes on tax loss carried forwards.

Other reconciliation positions

The other IFRS adjustments result from various immaterial adjustments.

F Notes to the Consolidated Statement of Profit and Loss

F.1 Revenues

in TEUR	2021	2020
Revenue from care services	426,205	387,696
Other care related revenue	23,030	15,843
Total revenues	449,235	403,539

The revenues are generated in Germany. For further information see Note C.1.

Contract assets in the amount of TEUR 4,372 relate to hourly rate renegotiations with health insurance companies for care services rendered in 2020. These revenues are recognized in the item "Revenue from care services" in the fiscal year 2020. In 2021 these contract assets have been reclassified to trade receivables through invoices.

The item "Other care related revenue" includes mainly rent income from clients and Covid-19 compensation payments.

F.2 Other income

in TEUR	2021	2020
Government grants corresponding investments	2,691	2,500
Government reimbursements	11,243	17,141
Reimbursements due to AltPflAusglVO (APU)	4,755	3,070
Offset benefits in kind	2,688	2,693
Non-periodic income	2,116	2,495
Miscellaneous other income	6,169	2,101
Other income total	29,660	30,000

The item "government reimbursement" includes compensations for additional expenses for material and personnel costs and furthermore special bonuses for employees in the care sector, in line with Covid-19 legislation.

The item "miscellaneous other income" includes income from the sale of property and corresponding equipment within the scope of sale-and-leaseback and compensation for insurances.

The item "non-periodic income" includes unexpected payments on fully write-off receivables.

F.3 Cost of material and services purchased

in TEUR	2021	2020
Cost of material of care-related consumables	14,331	11,195
Costs associated with the operation of care facilities	12,833	11,948
Care related costs for cars and travel	11,504	10,795
Other care related purchased services	7,610	7,813
Cost of material and services purchased total	46,278	41,751

Cost of material and services purchased increased by 10.8% or TEUR 4,528 from TEUR 41,751 to TEUR 46,278 essentially driven by the cost of material needed for medical protective materials because of Covid-19.

F.4 Personnel expenses

in TEUR	2021	2020
Wages and salary	287,585	264,517
Social insurance care	52,031	46,835
Other personnel expenses	784	945
Reimbursement of personnel expenses	-7,952	-6,980
Personnel expenses total	332,448	305,317

The item "Reimbursement of personnel expenses" comprises cost reimbursements that the Group receives from the health insurance companies for costs incurred by the employer in the event of illness of the employee.

F.5 Other expenses

in TEUR	2021	2020
Contributions and other charges	7,521	5,994
Legal and consulting fees	7,061	6,463
Administrative expenses	4,639	4,571
Valuation allowances and its reversals	3,290	5,140
Effects from changes of contingent considerations	-892	8,364
Miscellaneous other expenses	5,769	6,506
Other expenses total	27,388	37,038

The item "miscellaneous other expenses" comprises mainly VAT related expenses, expenses for job trainings and various other expenses.

F.6 Depreciation, amortization and impairments

See reconciliation of intangible assets, property plant and equipment and right-of-use assets from leases under Note G.1, G.2 and G.3.

F.7 Interest expenses

in TEUR	2021	2020
Interest on bank loans	20,598	21,280
Interest on shareholder loans	8,944	13,136
Interest expenses from lease liabilities	7,171	5,767
Other interest expenses	2,770	2,322
Interest expenses total	39,483	42,505

The other interest expenses comprise mainly factoring pre-financing costs and other miscellaneous interest expenses.

For more details on the underlying liabilities see Note G.12.

F.8 Taxes on income

The recognition and measurement of current and deferred tax receivables and liabilities depend on management estimates of tax uncertainties and future business performance. This includes both the interpretation of existing tax regulations and the testing of deferred tax assets for impairment. These estimates are adjusted when there is sufficient evidence of the need for such adjustment.

As of December 31, 2021, taxable temporary differences from undistributed profits of subsidiaries in the group for which no deferred tax liability is recognized, as such profits are not to be distributed in the foreseeable future, amount to TEUR 44 (PY: TEUR 120).

The major components of income tax expense for the years ended 31 December 2021 and 2020 are:

in TEUR	2021	2020
Consolidated profit or loss
in TEUR (tax expense (+) / income (-))
Current income tax
Current income tax charge	4,251	2,074
Adjustments in respect of current income tax of previous year	-25	-719
Deferred tax
Relating to origination and reversal of temporary differences	-2,801	-1,727
Income tax expense reported in the statement of profit or loss	1,425	-372

The following table shows the reconciliation between tax expense/income and the accounting profit multiplied by the applicable German (corporate) income tax rate for 2020 and 2021:

in TEUR	2021	2020
Accounting profit (+) / loss (-) before tax from continuing operations	-4,341	-31,771
Profit/(loss) before tax from a discontinued operation	0	0
Accounting profit before income tax	-4,341	-31,771
At Group's statutory income tax rate of 15.825% (2020: 15.825%)	-687	-5,028
Deviating Tax Rates	-462	-889
Trade Tax	133	-32
Change in valuation allowance of deferred tax assets on tax loss carried forwards and on temporary differences	2,149	4,534
Non-deductible business expenses for future acquisition costs	64	1,323
Non-deductible expenses for tax purposes	27	52
Adjustments in respect of current income tax of previous years	-25	-719
Tax Free Income	-48	-6
Other	275	392
At the effective income tax rate of -37.87% (2020: 1.17%)	1,425	-372
Current income tax expense reported in the statement of profit or loss	4,226	1,355
Deferred income tax expense reported in the statement of profit or loss	-2,801	-1,727
	1,425	-372

Deferred taxes relate to the following:

	Consolidated balance sheet			Consolidated statement of profit or loss
in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020	2021	2020
Goodwill	-1,097	-609	-111	488	498
Intangible assets	-960	-3,160	-5,690	-2,200	-2,530
Tangible assets	3,359	9,085	3,582	5,726	-5,503
Right of use leasing	-28,145	-24,122	-21,767	4,023	2,355
Other long term assets	-62	0	378	62	378
Inventories	236	207	163	-29	-44
Trade receivables	276	141	63	-135	-78
Other short term assets	1,907	1,882	2,704	-25	822
Long term assets held for sale	-431	-5,983		-5,552	5,983
Long term financial liabilities	-2,082	-2,536	-2,916	-454	-380
Long term leasing liabilities	27,144	21,799	18,923	-5,345	-2,876
Other long term provisions	8	7		-1	-7
Short term leasing liabilities	2,880	2,554	2,472	-326	-82
Short term provision employees	186	513	165	327	-348
Deferred taxes on tax losses carried forwards	21,193	16,581	10,742	-4,612	-5,839
Deferred taxes on interest carried forwards	2,006	1,815	1,495	-191	-320
Valuation allowance on deferred tax assets on tax loss carried forwards, interest carried forwards and on temporary differences	-23,198	-17,755	-11,512	5,443	6,243
Net deferred tax assets (+) / liabilities (-)	3,219	418	-1,309
Deferred tax expense (+) /(benefit (-))				-2,801	-1,728

As of December 31, 2021, tax loss carried forwards for which no deferred tax asset is recognized amount to TEUR 37,073 (PY: TEUR 35,220) for corporate income tax and TEUR 99,480 (PY: TEUR 67,773) for trade tax purposes. According to tax legislation as of December 31, 2021, all of these tax losses may be carried forward indefinitely and in unlimited amounts.

As of December 31, 2021, based on the existing tax loss carried forwards, deferred tax assets in the amount of TEUR 239 (PY: TEUR 807) are recognized for corporate income tax purposes among others, because these are supported by substantial evidence for sufficient future taxable income. Furthermore, the company recognized deferred tax assets on tax loss carried forwards for trade tax purposes in the amount of TEUR 116 (PY: TEUR 0) due to expected future trade income.

Moreover, the Group has interest carried forwards in the amount of TEUR 12,678 (PY: TEUR 11,469), for which no deferred tax assets have been recognized.

As of December 31, 2021, deferred tax assets for deductible temporary differences in the amount of TEUR 208 (PY: TEUR 138) are not recognized because management cannot expect with sufficient probability that taxable income will be available in the future.

G Notes to the Balance Sheet

G.1 Goodwill and other intangible assets

A. Reconciliation of carrying amounts

in TEUR	Goodwill	Trademarks and client relationships	Other intangible assets	Total
Cost
As of Jan. 1, 2021	494,598	53,419	9,385	557,402
Additions	9,465	0	647	10,112
Disposals	0	0	-209	-209
Additions from business combinations	0	0	176	176
Reclassifications	0	0	-131	-131
As of Dec. 31, 2021	504,063	53,419	9,869	567,350
Accumulated amortization
As of Jan. 1, 2021	0	-35,241	-5,437	-40,679
Scheduled	0	-13,472	-1,171	-14,643
Impairments	0	0	0	0
Disposals	0	0	188	188
As of Dec. 31, 2021	0	-48,714	-6,420	-55,134
Carrying amount as of Jan. 1, 2021	494,598	18,178	3,948	516,723
Carrying amount as of Dec. 31, 2021	504,062	4,705	3,449	512,216

Regarding the additions to goodwill, see Note C.2.1.

TEUR	Goodwill	Trademarks and client relationships	Other intangible assets	Total
Cost
As of Jan. 1, 2020	483,924	52,319	9,384	545,627
Additions	10,674	1,100	1	11,775
Disposals	0	0	0	0
Additions from business combinations	0	0	0	0
As of Dec. 31, 2020	494,598	53,419	9,385	557,402
Accumulated amortization
As of Jan. 1, 2020	0	-18,587	-5,437	-24,024
Scheduled		-16,654		-16,654
Impairments	0	0	0	0
Disposals	0	0	0	0
As of Dec. 31, 2020	0	-35,241	-5,437	-40,679
Carrying amount as of Jan. 1, 2020	483,924	33,732	3,526	521,182
Carrying amount as of Dec. 31, 2020	494,598	18,178	3,948	516,723

Regarding the additions to goodwill and client relationships, see Note B.2.2.

B. Impairment test

The annual goodwill impairment test in accordance with IAS 36 was performed on December31, 2021. Other immaterial assets which are not subject to regular amortization (indefinite useful life) do not exist. There were no indications of impairment. Thus, there was no necessity for additional impairment testing during the period.

I. Impairment testing for CGUs containing goodwill

For the purposes of impairment testing, goodwill has been allocated to the Group's CGUs as follows. The year-on-year increase in goodwill is due to the acquisition of companies during the years.

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
BONITAS	188,878	188,669	188,669
DFG/BIPG	315,184	305,929	295,255
Total Goodwill	504,062	494,598	483,924

The recoverable amount of the CGUs was based on fair value less costs of disposal, estimated using discounted cash flows. The fair value measurement was categorized as a Level 3 fair value based on the inputs in the valuation technique used. The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represent management's assessment of future trends in the relevant CGUs and have been based on historical data and detailed planning data from the individual CGUs.

In percent	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
CGU - BONITAS
Discount rate	6.7%	6.7%	6.3%
Terminal values growth rate	1.0%	1.0%	1.0%
Budgeted EBITDA growth rate (average of the forecast period)	4.9%	15.1%	13.6%
In percent	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
CGU - DFG/BIPG
Discount rate	6.7%	6.7%	6.3%
Terminal values growth rate	1.0%	1.0%	1.0%
Budgeted EBITDA growth rate (average of the forecast period)	7.8%	13.7%	17.6%

The discount rate was a pre-tax historical weighted-average cost of capital ("WACC") based on a group of peer companies. The cash flow projections include estimates for five years and a sustainable terminal growth rate thereafter. The terminal growth rate was determined based on management's estimate of the long-term EBITDA growth rate, consistent with the assumptions that a market participant would make. Budgeted EBITDA was estimated taking into account past experience, adjusted as follows.

―	Revenue growth was projected based upon available capacity of the individual CGUs and realistic growth potential. It was assumed that the sales price would increase in line with historical contractual escalations.
―	Improved operating margin as a result of restructuring of CGUs to achieve increased Efficiency.

Using the above assumptions, the recoverable amounts of each of the CGUs exceeded the carrying values by a significant margin.

A sensitivity analysis was performed and after a 50bp reduction in long-term growth rate and a 50bp increase in the WACC, the recoverable amount of the CGUs remains higher than the carrying value of each CGU. Consequently, no impairment is to be recognized.

II. Analysis of factors that could lead to impairment testing of other intangible assets

The other intangible assets essentially include trademarks, client relationships and software for accounting, controlling and other administrative activities.

As of the reporting date, there were no indications that there might be a need for impairment of the other intangible assets.

G.2 Property, plant and equipment

in TEUR	Land and buildings	Operating and office equipment	Under construction	Total
Cost
As of Jan. 1, 2021	14,739	34,004	4,552	53,294
Additions	1,304	5,319	2,114	8,737
Disposals	-1,195	-95	-2,676	-3,966
Additions from business combinations	55	387	0	442
Other reclassifications	1,079	365	-1,381	63
As of Dec. 31, 2021	15,981	39,979	2,609	58,569
Accumulated depreciation
As of Jan. 1, 2021	-1,894	-20,467	0	-22,361
Scheduled	-1,635	-5,192	0	-6,827
Impairments	0	0	0	0
Disposals	-78	1,024	0	946
As of Dec. 31, 2021	-3,608	-24,635	0	-28,242
Carrying amount as of Jan. 1, 2021	12,844	13,537	4,552	30,933
Carrying amount as of Dec. 31, 2021	12,374	15,345	2,609	30,327
in TEUR	Land and buildings	Operating and office equipment	Under construction	Total
Cost
As of Jan. 1, 2020	40,679	32,302	5,794	78,775
Additions	2,277	6,951	4,458	13,685
Disposals	-198	-1,859	-1,937	-3,995
Additions from business combinations	42	604	0	647
Reclassification to assets held for sale	-31,092	-3,988	0	-35,080
Other reclassifications	3,031	-6	-3,763	-738
As of Dec. 31, 2020	14,739	34,004	4,552	53,294
Accumulated depreciation
As of Jan. 1, 2020	-5,413	-17,907	0	-23,320
Scheduled	-1,836	-5,063	0	-6,898
Impairments	0	0	0	0
Disposals	127	1,092	0	1,220
Additions from business combinations	0	-299	0	-299
Reclassification to assets held for sale	5,227	1,710	0	6,937
As of Dec. 31, 2020	-1,894	-20,467	0	-22,361
Carrying amount as of Jan. 1, 2020	35,266	14,395	5,794	55,455
Carrying amount as of Dec. 31, 2020	12,844	13,537	4,552	30,933

In 2020 the reclassification of land and buildings and the corresponding operating equipment to assets held for sale results from the sale-and-leaseback transaction. Depreciation was no longer taken into account from the date of reclassification.

G.3 Leases

A. Leases as lessee

I. Reconciliation of carrying amounts of right-of-use assets from leases

in TEUR	Land and buildings	Vehicles and other equipment	Total
Cost
As of Jan. 1, 2021	113,503	4,627	118,129
Additions	39,612	1,601	41,213
Disposals	-1,673	-677	-2,351
Reassessments/modifications	-6,248	0	-6,248
As of Dec. 31, 2021	145,194	5,550	150,744
Accumulated depreciation and impairments
As of Jan. 1, 2021	-12,298	-1,546	-13,843
Scheduled	-14,260	-1,690	-15,950
Impairments	0	0	0
Disposals	1,673	677	2,351
As of Dec. 31, 2021	-24,884	-2,558	-27,443
Carrying amount as of Jan. 1, 2021	101,205	3,081	104,286
Carrying amount as of Dec. 31, 2021	120,310	2,992	123,301

The additions to right-of-use assets in the fiscal year 2021 resulted primarily from the leasing of property and cars used for the provision of care services.

In the fiscal year 2021, gains arising from sale-and-leaseback transactions amount to TEUR 4,587 (PY: TEUR 0).

in TEUR	Land and buildings	Vehicles and other equipment	Total
Cost
As of Jan. 1, 2020	93,080	3,319	96,399
Additions	20,531	1,308	21,839
Disposals	-476	0	-476
Reassessments/modifications	367	0	367
As of Dec. 31, 2020	113,502	4,627	118,129
Accumulated depreciation and impairments
As of Jan. 1, 2020	0	0	0
Scheduled	-12,773	-1,546	-14,319
Impairments	0	0	0
Disposals	476	0	476
As of Dec. 31, 2020	-12,297	-1,546	-13,843
Carrying amount as of Jan. 1, 2020	93,080	3,319	96,398
Carrying amount as of Dec. 31, 2020	101,205	3,081	104,286

The additions to right-of-use assets in the fiscal year 2020 resulted primarily from the leasing of property and cars used for the provision of care services.

II. Amounts recognized in profit or loss

in TEUR	2021	2020
Interest on lease liabilities	-7,170	-5,766
Expenses relating to short-term leases	-3,550	-4,595
Expenses relating to leases of low-value assets and short-term leases	-594	-522
Income from operating leases	10,080	8,522
Total	-1,234	-2,361

B. Leases as Lessor

The lease agreements where the Group is the lessor are mainly sublease agreements and include, in particular, short-term leases with clients and, to a lesser extent, with employees. All lease contracts are classified as operating leases. In fiscal year 2021 revenues from leases amount to TEUR 10,080 (PY: TEUR 8,522).

G.4 Investments

Include mainly the joint venture AmbrosiusMed GmbH which is accounted as at-equity see Note B.3.

G.5 Inventories

Inventories in the amount of TEUR 257 (PY: TEUR 1,050; as of Jan. 1, 2020: TEUR 224) mainly include consumables. The higher level of inventories in the fiscal year 2020 is due to Covid-19-impacts.

G.6 Trade receivables

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Trade receivables	80,818	58,096	56,239
Total	80,818	58,096	56,239

Trade receivable increased in the reporting period by 39.1% or TEUR 22,723 compared to prior year. The increase is mainly due to growth driven effects and the billing of renegotiations with health insurance companies for the fiscal year 2021 and the reclassification of the contract assets from 2020 to trade receivables due to billing in fiscal year 2021.

G.7 Other assets

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Other assets - non-current	3,003	2,934	1,120
Other assets - current	14,448	8,917	8,753
Total	17,451	11,852	9,873

Non-current other assets include mainly rental deposits, and the current assets include prepaid expenses and income taxes as well as VAT receivables.

G.8 Cash and cash equivalents

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Bank balances	22,935	21,095	16,740
Cash on hand	171	156	109
Total	23,112	21,251	16,850

Restricted cash essentially consists of rental deposits and is included in other financial assets.

G.9 Non-current assets held for sale

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Property held for sale	2,726	28,140	0
Non-current assets held for sale	2,726	28,140	0

In 2021 the decrease in assets held for sale results from the assets that have been transferred to the buyer/lessor as part of the sale-and-leaseback transaction. Except for one property classified as held for sale, all were transferred in the fiscal year 2021.

For further information refer to the reconciliation of property plant and equipment in Note G.2.

G.10 Subscribed capital and share premium

The subscribed capital of the parent company amounts to TEUR 5,270 and is made up of 5,270,056 shares with a nominal value of EUR 1.00 each.

In February 2019, the subscribed capital of the Company was increased by TEUR 1 and a contribution into the capital reserve of TEUR 19,931 was made in relation to the acquisition of Bonitas. In September 2019, there was an additional increase of TEUR 55,378.

On April 1, 2021, the shareholders converted preferred equity certificates to increase the Company's subscribed capital. They issued 1,000 new shares with the nominal value of one euro each which increased the subscribed capital from TEUR 5,269 to TEUR 5,270 and the share premium from TEUR 57,309 to TEUR 178,759.

The subscribed capital is fully paid in. In accordance with Luxembourg corporate law, the Company is required to allocate at least 5% of its net profit to a statutory reserve. This requirement does not apply anymore when the statutory reserve reaches 10% of the subscribed capital. Funds from the statutory reserve may not be distributed to shareholders.

G.11 Shareholder's Loan - Preferred equity certificates

The Group Board of Managers makes disclosures on the economic equity, as the management is of the opinion that the reported capital and reserves balance does not adequately reflect the equity position of the group. The Board of Management is of the opinion that this indicator is material to the understanding of the financial position and net assets.

When setting up the Company in 2018, the Group's shareholder provided capital in the form of equity (as recognized on the balance sheet) as well as long-term, non-cash, interest-bearing liabilities (shareholder loans in the form of preferred equity certificates). Due to their long-term nature and subordination versus third party liabilities, these shareholder loans according to management ́s view are to be viewed as equity.

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Preferred equity certificates	95,500	191,639	185,639
Accrued interest	27,435	25,803	12,670
Total non-current preferred equity certificates	122,935	217,442	198,309

For further information see Note G.12.

G.12 Financial Instruments

G.12.1 Accounting classifications and fair values

December 31, 2021	Carrying amount
in TEUR	Mandatorily at FVTPL	At amortized cost	Other financial liabilities	Total
Financial assets measured at fair value
Trade and other receivables (Non-resource factoring)	4.431			4.431
Financial assets not measured at fair value
Trade and other receivables		76.387		76.387
Other financial assets		453		453
Cash and cash equivalents		23.112		23.112
Financial liabilities not measured at fair value
Bank loans		364.495		364.495
Shareholder loans - preferred equity certificates		122.935		122.935
Other financial liabilities		790		790
Trade and other payables		5.881		5.881

December 31, 2021	Fair value measurement
in TEUR	Level 1	Level 2	Level 3	Total
Financial assets measured at fair value
Trade and other receivables (Non-resource factoring)		4.431		4.431
Financial assets not measured at fair value
Trade and other receivables				0
Other financial assets				0
Cash and cash equivalents				0
Financial liabilities not measured at fair value
Bank loans				0
Shareholder loans - preferred equity certificates				0
Other financial liabilities				0
Trade and other payables				0

December 31, 2020	Carrying amount
in TEUR	Mandatorily at FVTPL	At amortized cost	Other financial liabilities	Total
Financial assets measured at fair value
Trade and other receivables (non-recourse factoring)	3.987			3.987
Financial assets not measured at fair value
Trade and other receivables		54.108		54.108
Other financial assets		4.903		4.903
Cash and cash equivalents		21.251		21.251
Financial liabilities not measured at fair value
Bank loans		368.154		368.154
Shareholder loans - preferred equity certificates		217.442		217.442
Other financial liabilities		10.988		10.988
Trade and other payables		5.357		5.357

December 31, 2020	Fair value measurement
in TEUR	Level 1	Level 2	Level 3	Total
Financial assets measured at fair value
Trade and other receivables (non-recourse factoring)		3.987		3.987
Financial assets not measured at fair value
Trade and other receivables				0
Other financial assets				0
Cash and cash equivalents				0
Financial liabilities not measured at fair value
Bank loans				0
Shareholder loans - preferred equity certificates				0
Other financial liabilities				0
Trade and other payables				0

January 1, 2020	Carrying amount
in TEUR	Mandatorily at FVTPL	At amortized cost	Other financial liabilities	Total
Financial assets measured at fair value
Trade and other receivables (non-recourse factoring)	470			470
Financial assets not measured at fair value
Trade and other receivables		55.770		55.770
Other financial assets		351		351
Cash and cash equivalents		16.850		16.850
Financial liabilities not measured at fair value
Bank loans		342.955		342.955
Shareholder loans - preferred equity certificates		198.309		198.309
Other financial liabilities		1.630		1.630
Trade and other payables		6.534		6.534

January 1, 2020	Fair value measurement
in TEUR	Level 1	Level 2	Level 3	Total
Financial assets measured at fair value
Trade and other receivables (non-recourse factoring)		470		470
Financial assets not measured at fair value
Trade and other receivables				0
Other financial assets				0
Cash and cash equivalents				0
Financial liabilities not measured at fair value
Bank loans				0
Shareholder loans - preferred equity certificates				0
Other financial liabilities				0
Trade and other payables				0

G.12.2 Loans and borrowings

Loans and borrowings

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Liabilities towards credit institutions	364,495	368,154	342,955
Preferred equity certificates	122,935	217,442	198,309
Lease liabilities	119,614	93,559	84,368
Other financial liabilities	0	0	10,447
Non-current financial liabilities	607,044	679,156	636,080
Liabilities towards credit institutions - current	8,131	11,857	10,868
Lease liabilities - current	13,627	12,049	10,805
Other financial liabilities - current	790	10,988	1,630
Current financial liabilities	22,548	34,893	23,303
Total financial liabilities	629,593	714,049	659,382

The decrease in the item "preferred equity certificates" result from a conversion of TEUR 103,451 to equity on April 1, 2021 (see Note G.10).

The increase in the item "lease liabilities" is due to the effect of new lease agreements which exceeds the decrease by subsequent accounting of the lease liabilities.

The item "other financial liabilities" include an accrued purchase price payment for a business combination which was paid in fiscal year 2021.

Terms and repayment schedule

				Dec. 31, 2021
in TEUR	Currency	Nominal interest rate	Year of maturity	Face Value	Carrying amount
Bank loan	EUR	4,75%	2025	314.900	314.573
Bank loan	EUR	4,75%	2025	85.000	43.269
Bank loan	EUR	2,50%	2025	45.000	10.093
Bank loans	EUR	1,80-2,50%	2021
Bank loan	EUR	2,05%	2023	1.720	1.430
Shareholder loans ³⁾	EUR	6,49-7,00%	2067-2069	95.500	122.935
Lease liabilites	EUR	5,25-6,25%	2022-2042	191.212	133.241
Bank loans regarding car financing	EUR	1,97-5,83%	2022-2024	2.948	2.948
Deferred purchase price obligation	EUR	5,00%	2021
Other liabilities to banks	EUR			525	525
Total interest-bearing liabilities				736.806	629.015

	Dec. 31, 2020		Jan. 1, 2020
in TEUR	Face value	Carrying amount	Face value	Carrying amount
Bank loan	314.900	313.199	314.900	311.693
Bank loan	85.000	37.791	85.000	26.843
Bank loan	45.000	16.855	45.000	3.006
Bank loans	8.510	7.689	7.150	8.234
Bank loan	1.720	1.544	1.720	1.656
Shareholder loans ³⁾	191.639	217.442	185.639	198.309
Lease liabilites	143.342	105.608	130.576	95.173
Bank loans regarding car financing	2.813	2.813	2.157	2.157
Deferred purchase price obligation	10.000	10.956	10.000	10.447
Other liabilities to banks	152	152	1.864	1.864
Total interest-bearing liabilities	803.076	714.049	784.006	659.382

³⁾ Conversion of shareholder loans (PECs) to equity on April 1, 2021 (face value of TEUR 96,328 and accrued interest of TEUR 7,313).

G.12.4 Reconciliation of movements of liabilities to cashflows arising from financing activities

December 31, 2021	Liabilities
in TEUR	Bank loans	Other loans and borrowings	Lease liabilities	Preferred equity certificates
Changes from financing cash flows
Proceeds from issue of subscribed capital				-103,450
Proceeds from loans and borrowings	-9,094
Repayment of borrowings	0
Transaction costs related to loans and borrowings	-716
Payment of lease liabilities			-20,356
Interest paid	-19,202
Total changes from financing cash flows	-29,013	0	-20,356	-103,450
Changes arising from obtaining or losing control of subsidiaries/other businesses
Other liability-related changes
Change in bank overdraft	5
New leases			47,431
Capitalised borrowing costs	1,493
Interest expense	20,131		7,171	8,943
Remeasurement			-6,613
Total liability-related other changes	21,629	0	47,989	8,943
Total equity-related other changes
Balance at December 31, 2021	-7,385		27,633	-94,508

December 31, 2021	Equity
in TEUR	Subscibed capital	Reserves	Retained earnings	NCI	Total
Changes from financing cash flows
Proceeds from issue of subscribed capital	1	103,450			1
Proceeds from loans and borrowings					-9,094
Repayment of borrowings
Transaction costs related to loans and borrowings					-716
Payment of lease liabilities					-20,356
Interest paid					-19,202
Total changes from financing cash flows	1	103,450	0	0	-49,368
Changes arising from obtaining or losing control of subsidiaries/other businesses					0
Other liability-related changes					0
Change in bank overdraft					5
New leases					47,431
Capitalised borrowing costs					1,493
Interest expense					36,245
Remeasurement					-6,613
Total liability-related other changes	0	0	0	0	78,560
Total equity-related other changes				-64	-64
Balance at December 31, 2021	1	103,450	0	-64	29,128

December 31, 2020	Liabilities
in TEUR	Bank loans	Other loans and borrowings	Lease liabilities	Preferred equity certificates
Changes from financing cash flows
Proceeds from issue of subscribed capital
Liabilities to affiliated companies				6,000
Proceeds from loans and borrowings	24,655
Repayment of borrowings		-1,598
Transaction costs related to loans and borrowings	-1,095
Payment of lease liabilities			-17,539
Interest paid	-19,755
Total changes from financing cash flows	3,805	-1,598	-17,539	6,000
Changes arising from obtaining or losing control of subsidiaries/other businesses
Other liability-related changes
Change in bank overdraft	-39
New leases			21,870
Capitalised borrowing costs	1,208
Interest expense	21,214	509	5,767	13,133
Remeasurement			337
Total liability-related other changes	22,383	509	27,974	13,133
Total equity-related other changes
Balance at December 31, 2020	26,188	-1,089	10,435	19,133

December 31, 2020	Equity
in TEUR	Subscribed capital	Reserves	Retained earnings	NCI	Total
Changes from financing cash flows
Proceeds from issue of subscribed capital					0
Liabilities to affiliated companies					6,000
Proceeds from loans and borrowings					24,655
Repayment of borrowings					-1,598
Transaction costs related to loans and borrowings					-1,095
Payment of lease liabilities					-17,539
Interest paid					-19,755
Total changes from financing cash flows	0	0	0	0	-9,332
Changes arising from obtaining or losing control of subsidiaries/other businesses					0
Other liability-related changes					0
Change in bank overdraft					-39
New leases					21,870
Capitalised borrowing costs					1,208
Interest expense					40,623
Remeasurement					337
Total liability-related other changes	0	0	0	0	63,999
Total equity-related other changes				-630	-630
Balance at December 31, 2020	0	0	0	-630	54,037

G.12.5 Capital Management

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Debt and debt like liabilities	369,696	377,152	352,810
Accrued interest	6,679	7,083	6,688
Loans for car financing	2,948	2,813	2,157
Other liabilities to banks	313	1,465	1,879
Discount for effective interest rate calculation	-7,010	-8,502	-9,710
Lease liabilities	133,241	105,608	95,173
Total Bank / Lease liabities	505,868	485,619	448,996
./. Cash and cash equivalents	-23,112	-21,251	-16,850
Net debt 1	482,756	464,368	432,147
Preferred equity certificates	122,935	217,442	198,309
Accounts payable	5,881	5,357	6,534
Other financial liabilites	790	10,988	12,077
Net debt 2	612,362	698,155	649,067
Total equity	95,385	-2,300	29,098
Adjusted equity	95,385	-2,300	29,098
Net debt to adjusted equity ratio	6.4	-303.5	22.3

G.12.6 Credit risk

Credit risks arise essentially from trade receivables from customers. On the customer's side, the risk relates to late, partial or lacking payments of receivables without compensation and to non-payment.

in TEUR	2021	2020
Contracts with customers	-446	-1.170
Impairment loss on lease receivable	0	0
Contract assets	0	0
Total employee benefits and other liabilities	-446	-1.170

Trade receivables and contracts assets - exposure to credit risk by counterparty

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Individual customers	6,469	4,752	5,888
Corporate customers	74,350	53,344	50,351
Total employee benefits and other liabilities	80,818	58,096	56,239

For the two debtor clusters "Individual customers" and "Corporate customers" (mainly health insurance companies, nursing care insurance companies and social welfare offices), it is not appropriate to state or determine a credit rating.

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Individual customers	-659	-759	-540
Corporate customers	-54	-47	-50
Total employee benefits and other liabilities	-713	-806	-590

G.12.7 Interest rate risk

Exposure to interest rate risk:

	Nominal amount
in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Variable-rate instruments
Financial liabilities	367,935	444,900	367,845
Total	367,935	444,900	367,845

Cash flow sensitivity for variable-rate Instruments:

	Profit or loss		Equity, net of tax
in TEUR	75 bp increase	75 bp decrease	75 bp increase	75 bp decrease
December 31, 2021
Variable-rate instruments	-812	1,971	-812	1,971
Cash flow sensitivity (net)	-812	1,971	-812	1,971
December 31, 2020
Variable-rate instruments	23	2,777	23	2,777
Cash flow sensitivity (net)	23	2,777	23	2,777

The table above shows the sensitivity of the Group earnings to a change in interest rates (by a rise of 75 basis points and a fall of 75 basis points) on variable-rate loans and balances.

G.12.8 Liquidity risk

December 31, 2021			Contractual cash flows
in TEUR	Carrying amount	Contractually agreed cash flows	Less than 1 year	1-5 years	More than 5 years
Non-derivative financial liabilities
Bank loans	369.678	369.678	7.094	362.584
Bank loans regarding car financing	2.948	2.948	1.037	1.911
Preferred equity certificates	122.935	122.935			122.935
Lease liabilities	133.241	133.241	13.627	42.329	77.285
Other financial liabilities	790	790	790
Trade payables	5.881	5.881	5.881
Total	635.474	635.474	28.430	406.824	200.220

December 31, 2020			Contractual cash flows
in TEUR	Carrying amount	Contractually agreed cash flows	Less than 1 year	1-5 years	More than 5 years
Non-derivative financial liabilities
Bank loans	377.198	377.198	10.487	366.712
Bank loans regarding car financing	2.813	2.813	1.370	1.443
Preferred equity certificates	217.442	217.442			217.442
Lease liabilities	105.608	105.608	12.049	37.731	55.829
Other financial liabilities	10.988	10.988	10.988
Trade payables	5.357	5.357	5.357
Total	719.406	719.406	40.250	405.885	273.271

January 1, 2020			Contractual cash flows
in TEUR	Carrying amount	Contractually agreed cash flows	Less than 1 year	1-5 years	More than 5 years
Non-derivative financial liabilities
Bank loans	351.667	351.667	10.104	341.562
Bank loans regarding car financing	2.157	2.157	764	1.393
Preferred equity certificates	198.309	198.309			198.309
Lease liabilities	95.173	95.173	10.805	35.534	48.834
Other financial liabilities	12.077	12.077	1.630	10.447
Trade payables	6.534	6.534	6.534
Total	665.917	665.917	29.837	388.936	247.143

G.13 Provisions

in TEUR	Jan. 1, 2021	Additions	Additions to the scope of consolidation	Utilization
Provisions from contingent considerations	16.053	365	0	-3.274
Other provisions	4.858	4.258	3	-989
Total	20.911	4.623	3	-4.263
in TEUR		Reversals	Compounding	Dec. 31, 2021
Provisions from contingent considerations		-1.257	648	12.536
Other provisions		-55	0	8.075
Total		-1.312	648	20.611

In the fiscal year 2021 and in the previous year, provisions for uncertainty relating to compensation payments and provisions for taxes are included in the position "other provisions".

in TEUR	Jan. 1, 2020	Additions	Additions to the scope of consolidation	Utilization
Provisions from contingent considerations	16.060	18.445	0	-8.371
Other provisions	2.565	4.150	86	-892
Total	18.625	22.595	86	-9.263
in TEUR		Reversals	Compounding	Dec. 31, 2020
Provisions from contingent considerations		-10.082	0	16.053
Other provisions		-1.050	0	4.858
Total		-11.132	0	20.911

G.14 Trade payables

in TEUR	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Trade payables - third party	4,693	4,490	5,227
Outstanding invoices - third party	1,188	867	1,307
Total	5,881	5,357	6,534

G.15 Employee benefits and other liabilities

	Dec. 31, 2021		Dec. 31, 2020		Jan. 1, 2020
in TEUR		thereof non-current		thereof non-current		thereof non-current
Accruals for vacation	6.646		5.605		5.467
Accruals for overtime	8.381		7.683		8.091
Accruals for wage payments	5.601		11.588		11.832
Other employee benefits	7.660		3.937		5.402
Tax liabilities	4.196		3.550		3.409
Advisory and audit fees	547		535		918
Deferred income	184		223		228
Miscellaneous other non-financial liabilities	9.364	316	6.782	390	6.391	486
Total employee benefits and other liabilities	42.579	316	39.903	390	41.740	486

H Other disclosures

H.1 Contingent liabilities and other financial commitments

As at balance sheet date, there are no significant contingent liabilities.

H.2 Related party transactions

Related parties within the meaning of IAS 24 are natural persons or companies that can be influenced by AI Monet (Luxembourg) Parentco S.à r.l. ("the Company"), that can exert an influence on the Company or that are under the influence of another related party of the Company. Transactions with related parties were conducted at arm's length.

Balances and transactions between the Company and its subsidiaries included in the consolidated financial statements that are related parties have been eliminated in the course of consolidation and are not explained in these notes. For the list of shareholdings see Note B.3.

A. Parent and ultimate controlling party

The Group is directly controlled by AI Monet (Luxembourg) Midco-B S.à r.l., Luxembourg ("AI Monet Midco-B"), which holds 100% of the shares of the Group.

The ultimate shareholders of the parent Company are various fund controlled by Advent International.

B. Transactions with key management personnel

I. Key management personnel compensation

in TEUR	2021	2020
Short-term employee benefits	3,295	973
Total	3,295	973

Compensation of the Group's key management personnel includes salaries and other benefits.

II. Key management personnel transactions

There were no transactions with persons in key positions in the reporting periods.

III. Other related party transactions

Apart from the following transaction, there were no transactions with related parties.

With the sale and transfer agreement on December 23, 2021, Ambimed GmbH & Co. KG, Burghausen purchased 10.1% of the limited liability capital of ZesS Verwaltungs- u. Besitz-GmbH & Co. KG, Burghausen from AI Monet (Luxembourg) S.à r.l., Luxembourg. The purchase price amounts to TEUR 339. Ambimed GmbH & Co. KG holds 100% of the shares after the transaction.

H.3 Additional disclosures relating to the statement of cash flows

The Group's statement of cash flows shows how cash and cash equivalents have changed during the reporting year as a result of cash inflows and outflows. The cash flow statement is structured to show cash flows from operating, investing and financing activities.

Cash funds considered in the cash flow statement comprise all cash and cash equivalents in the balance sheet.

Cash flows from investing and financing activities are computed on the basis of payments. By contrast, cash flows from operating activities are derived indirectly based on the Group's EBITDA for the respective fiscal year.

Interest received/paid and income taxes paid are shown separately in the cash flow statement. For cash flow statement purposes, interest paid is reported below cash flows from financing activities.

H.4 Full-time equivalents

in FTE	Dec. 31, 2021	Dec. 31, 2020	Jan. 1, 2020
Nursing and care service	6,103	5,648	5,552
Management and administrative	580	541	595
Total	6,683	6,189	6,147

The increase in the full-time equivalents ("FTE") is mainly due to additions resulting from business combinations and increased numbers of clients.

H.5 Auditor's fee

in TEUR	2021	2020
Audit services	584	474
Other assurance services	184	249
Total	768	723

The position "Audit services" includes the audit fees of KPMG Luxembourg and KPMG Germany.

H.6 Events after the reporting date

With the purchase agreement on November 24, 2021, and the closing of the transaction on January 1, 2022, the Group acquired 100% of the shares of the nursing service Magna Pflege GmbH, Barmstedt. Additionally, with purchase agreement on December 15, 2021, and closing on January 3, 2022, 100% of the shares of the nursing service Ambulinchen GmbH, Neckargemünd have been acquired. On January 1, 2022, 100% of the shares in the nursing service Mobiler Pflegedienst Dörte Kral-Thies GmbH, Henstedt-Ulzburg were acquired based on the purchase agreement on December 20, 2021.

Russia has been at war with Ukraine since February 24, 2022 ("Russia-Ukraine war"). The effects of the Russia-Ukraine war represent a non-adjusting event and therefore have no impact on the recognition and measurement of assets and liabilities as of the reporting date. From today's perspective, we do not expect any significant effects that would lead to significantly lower sales or significantly reduced annual results for the intensive care industry and society due to the business model and the field of activity limited to Germany. Depending on the duration and intensity of the Russia-Ukraine war, there is still a manageable risk that ancillary rental costs and vehicle operating costs could increase significantly in 2022 compared to the fiscal year 2021, so that the EBITDA margin could deteriorate, at least temporarily. However, these effects cannot be quantified at the present time.

H.7 Executive bodies

During the financial year 2021 the Company was managed by the following managing directors:

―	Aurélie Comptour, Luxembourg, as of June 7, 2018
―	Myriam Deltenre, Luxembourg, as of June 7, 2018
―	Linda Harroch Luxembourg, as of June 7, 2018
―	Michael J. Ristaino, USA, as of June 7, 2018
―	Norbert Gustave Esslingen, Luxembourg, as of October 1, 2018
―	Douglas Sutherland, Luxembourg, as of October 1, 2018

The Board of Managers is responsible for the management of the Company. Compensation of TEUR 73 (PY: TEUR 73) in total was paid to the Board of Managers during fiscal year 2021. Certain members were not compensated by the parent company or by other Group companies.

Neither advances nor loans have been granted by the Company to the members of the management and supervisory bodies.

Luxembourg, April 28, 2022

AI Monet (Luxembourg) Parentco S.à r.l.

On behalf of company management

By: Myriam Deltenre and Aurélie Comptor

Title: Managers

Consolidated Management Report year ended 31 December 2021

I Business and general conditions

I.1 Economic and legal bases

The company was established as Al Monet (Luxembourg) Parentco S.à r.l. ("the Company"), headquartered in 2-4, Rue Beck, L-1222 Luxembourg on June 7, 2018, for an indefinite period of time. It is entered in the Commercial Register under register number B 225437. The Company's financial year starts on January 1, and ends on December 31 of each calendar year, with exception of the first financial year which started on June 7, 2018 (date of incorporation) and ended on December 31, 2018.

The object of the Company is to act as an investment holding company, i.e., to acquire and manage and sell investments in other foreign and domestic companies.

In July 2018, Deutsche Fachpflege Group was acquired ("DFG Group"), the leading provider of outpatient intensive care services in Germany with 33 operating care units and one non-profit inpatient facility, was acquired.

In February 2019, the Bonitas Group headquartered in Herford was acquired, which is the provider of care services with 129 operating care units that specializes in outpatient intensive care and outpatient geriatric and nursing services. The Bonitas Group had, both, a good regional and strategic fit to the existing DFG Group. The resulting combination created the leading outpatient intensive care provider in Germany, allowing continuous improvement of nursing care and also broadening of market coverage.

In 2021, the following subsidiaries were acquired, and no subsidiaries were merged:

―	Mobile Ambulante Pflegepartner GmbH & Co.KG - Münchner Kindl, Munich
―	Pflegepartner GmbH, Munich
―	Private Alten- und Krankenpflege Ralf Hansen GmbH, Grefrath
―	PKP - Pflegeteam Körner & Puttfarcken GmbH, Geesthacht
―	Häusliche Krankenpflege LEA GmbH, Lippstadt
―	ZAP Apo Care GmbH, Rüthen
―	ZesS Verwaltungs- u. Besitz-GmbH & Co. KG, Burghausen (acquisition of 10.1% of the remaining non-controlling interests).

The nursing company Kasimir Kranken- und Intensivpflege GmbH, Kuppenheim was founded in 2021.

I.2 Organisational structure

As of December 31, 2021, the Group operates 67 outpatient intensive care companies as well as real estate management companies and holding companies. All of these companies have a Management Board which is responsible for the companies' operational business. AI Monet (Luxembourg) Parentco S.àr.l. is the direct holding company of the entities shown below:

Holding	Entities
DFH	CPD Intensivpflegedienst Claudia Schiefer GmbH
	Deutsche Fachpflege Services GmbH
	DFH Immobilienverwaltungsgesellschaft mbH ^*
DFH 1	Bundesweite Intensiv-Pflege-Gesellschaft mbH ("bipG")
	Mobile Hilfe Ruhr GmbH
DFH 2	AKB Elke Dodenhoff GmbH
	Ambulante Fach- und Intensivpflege Memmingen (AFIM) GmbH
DFH 3	AKIP - Ambulante Kranken- und Intensivpflege GmbH
	Fachpflege Stuttgart GmbH
	Fachpflege Tübingen GmbH
	FAU Frei Atmen Ulm GmbH
	VIP Vitale Intensiv Pflege GmbH
DFH 4	Holas Ambulante Intensiv- und Beatmungspflege GmbH
	Mobile Ambulante Pflegepartner GmbH & Co.KG - Münchner Kindl
	NHK Nachbarschaftliche Hauskrankenpflege GmbH & Co. KG ^**
	NHK Verwaltungs GmbH ^**
	Pflegepartner GmbH
	Providentia Intensivpflege Holding GmbH
DFH 5	AMBIMED GmbH & Co. KG
	AMBIMED Verwaltungs GmbH
	Hauseins Vermietung und Beratungsgesellschaft GmbH
	Mobile Alten- und Krankenpflege HDM GmbH
	Pflegedienst Weingarten GmbH
	Rundum Pflegedienst Berlin GmbH
	tip Team für Intensivpflege GmbH
	ZesS Betriebsgesellschaft GmbH & Co. KG
	ZesS GmbH
	ZesS Verwaltungs- u. Besitz- GmbH & Co. KG
DFH 6	Heimbeatmungsservice Brambring Jaschke GmbH
	Pflegeservice Certus GmbH
	Kasimir Kranken- und Intensivpflege GmbH
	bipG vor Ort GmbH
	VigeoCare Intensiv-Pflege-Dienste GmbH
	BAPD GmbH
	P+ Ihr Pflegeservice Koblenz GmbH
	P+ Ihr Pflegeservice Bielefeld GmbH
	P+ Ihr Pflegeservice Hamburg GmbH
	Pflegeteam Hilfe zum Leben GmbH
	Private Alten- und Krankenpflege Ralf Hansen GmbH
	Hand und Herz Hameln GmbH
	B.S.B Ihr privater Pflegedienst - Betreuung - Stenhüser & Beelitz GmbH & Co. OHG
	Jutta Jungblut Seniorenservice GmbH
DFH 7	Häusliche Krankenpflege LEA GmbH
	Optivita GmbH
	Pflegedienst HAND & HERZ Ambulante Alten- und Krankenpflege GmbH
	PKP - Pflegeteam Körner & Puttfarcken GmbH
	ZAP Apo Care GmbH
PDD HoldCo	PDD Pflegedienst Deutschland GmbH
	Aaron Kranken- und Intensivpflege GmbH & Co. KG
	Amadeus Kranken- und Intensivpflege GmbH & Co. KG
	Animus Kranken- und Intensivpflege GmbH & Co. KG
	ANITA Kerner Intensivpflege GmbH & Co. KG
	ANITA Kerner Kranken- und Altenpflege GmbH & Co. KG
	Bonitas Bielefeld GmbH & Co. KG
	Bonitas GmbH & Co. KG
	Bonitas Herford Krankenpflege GmbH & Co. KG
	Bonitas Holding GmbH
	Bonitas Pflegedienste Verwaltungs GmbH
	Bonitas Ravensberg GmbH & Co. KG
	Gemeinsam Leben GmbH
	Heinemann Krankenpflege GmbH & Co. KG
	Ihre Assistenz im Norden GmbH & Co. KG
	Jasper Kranken- und Intensivpflege GmbH & Co. KG
	Julius Kranken- und Intensivpflege GmbH & Co. KG
	Julius Krankenpflege GmbH & Co. KG
	Konstantin Krankenpflege GmbH & Co. KG
	PDD Pflegedienst Herford GmbH
	PflegeLeicht Akademie GmbH & Co. KG
	Titus Kranken- und Intensivpflege GmbH & Co. KG
	Ventrio Care and Consult GmbH & Co. KG
	Ventrio GmbH
	Vita Krankenpflege GmbH & Co. KG
	Widukind Immobilien GmbH
PDD II	Bonitas im Mühlenkreis GmbH
	Bonitas Lippe Kranken- und Intensivpflege GmbH
	Jonathan GmbH
	Korbinian Kranken- und Intensivpflege GmbH
	Vita ambulante Pflege GmbH
PDD III	Balthasar GmbH
	Cura GmbH
	Magnus Kranken- und Intensivpflege GmbH
	RGV GmbH
	vivit Pflege GmbH
PDD IV	Halvar Kranken- und Intensivpflege GmbH
	Adlatus GmbH
	Advertus Beteiligungs GmbH
	Advertus GmbH & Co. KG
	Bennet Kranken- und Intensivpflege GmbH
PDD V	Leonard Kranken- und Intensivpflege GmbH
	Lynn's Best Kranken- und Intensivpflege GmbH
PDD VI	Benedikt Kranken- und Intensivpflege GmbH
	Care Immobilien GmbH
	Joris Kranken- und Intensivpflege GmbH
PDD VII	air vital Kranken- und Intensivpflege GmbH
	Bonitas Krankenpflege GmbH
	Camelot Gesellschaft für Intensivpflege mbH

^*) 10.1% are held by AI Monet (Luxembourg) S.à r.l.

^**) NHK Nachbarschaftliche Hauskrankenpflege GmbH & Co. KG will operate under the name Klara GmbH & Co. KG from January 2022 and NHK Verwaltungs GmbH has been renamed to Klara Verwaltungs GmbH effective from January 2022.

I.3 General macroeconomic and industry-related conditions

I.3.1 Patient pool

In Germany the number of people in need of care continues to rise. According to the Federal Statistical Office of Germany, as of 2019, 4.1 million people or 5% of German's population required assistance, an increase of approximately 21% since 2017. In addition to the expected increase in the age group above 65, it should be noted that the proportion of under 15-year-olds requiring care increased sharply. This may partially be due to further improvements in critical care, especially for newborns and adolescents.

Just as in previous years, the vast majority (80%) of those requiring care continues to be cared for at home. With increasing age, the proportion of females requiring care increases at an above-average rate, amounting to 62% on average.

Persons in need of long-term care in Germany by age group at year-end 2019:

		Persons in need for care
				thereof
	Age from ... to ... years	total quantity	changes to 2017 %	care at home	fully inpatient in nursing homes qantity
1	under 15	160,953	41.4	160,685	268,000
2	15 ‐ 60	490,008	24.7	454,886	35,122
3	60 ‐ 65	167,294	28.0	142,292	25,002
4	65 ‐ 70	225,533	25.8	190,507	35,026
5	70 ‐ 75	279,962	21.0	236,093	43,869
6	75 ‐ 80	532,476	9.7	438,499	93,977
7	80 ‐ 85	870,080	29.5	697,738	172,342
8	85 ‐ 90	773,091	16.3	582,798	190,293
9	90 and more	628,208	15.4	405,790	222,418
10	total	4,127,605	20.9	3,309,288	818,317

		Persons in need for care
	Age from ... to ... years	male	female
1	under 15	103,416	57,537
2	15 ‐ 60	254,170	235,838
3	60 ‐ 65	83,464	83,830
4	65 ‐ 70	109,96	115,573
5	70 ‐ 75	126,688	153,274
6	75 ‐ 80	211,426	321,050
7	80 ‐ 85	297,701	572,379
8	85 ‐ 90	225,949	547,142
9	90 and more	142,723	485,485
10	total	1,555,497	2,572,108

Source: : Federal Statistical Office of Germany 2020

The predictions of previous years that around 3.2 million people in Germany will be dependent on care by 2020 have significantly surpassed expectations. Although no statistical data is available for 2021, it can be assumed that the number of people in need of care will continue to rise in the future due to an aging society.

Clients are mainly either cared for in at-home or in a residential community setting. In the past years, patient (family) preference has shifted towards residential communities as these allow cost effective treatment of multiple clients in a dedicated facility enabling consistently high quality of care.

Regardless of the legal and economic framework, it is safe to assume that the number of clients receiving care, both in an at-home setting and in residential communities, will continue to rise in the coming years.

In July 2020 the Federal Health Ministry has introduced a bill entitled Intensivpflege- und Rehabilitationsstärkungsgesetz ("IPReG"). The aim of the bill is tighter regulations of costs and quality, which can be a risk as well as an opportunity for larger care providers with high quality service.

I.3.2 Care Personnel

Subject of	2021		2021		2021
proof as at Dec. 15	quantity	%	quantity	%	quantity	%
in special-care homes	661.179	70	685.447	68,2	730.145	67,2
therof full-time employees	212.416	22	203.715	20,3	209.881	19,3
in touring care services	290.714	31	320.077	31,8	355.613	32,8
therof full-time employees	79.755	8	85.866	8,5	936.701	8,9
	951.893	100	1.005.524	100	1.085.758	100

Subject of	2021		2021
proof as at Dec. 15	quantity	%	quantity	%
in special-care homes	764.648	66,2	796.686	65,0
therof full-time employees	220.958	19,1	231.847	19,0
in touring care services	390.322	33,8	421.550	35,0
therof full-time employees	109.657	9,4	117.124	9,6
	1.154.970	100	1.218.236	100

Source: Federal Statistical Office of Germany 2020

The gap between clients who are entitled to outpatient care and those who receive care has become smaller in recent years. Yet, although the number of personnel employed in nursing homes and, in particular, in outpatient care facilities, has increased, the overall number of care and nursing staff in Germany is still too low to adequately meet demand. Therefore, the Group has set-up a sophisticated Human Resources & Recruitment department which plays a vital role in ensuring continued access to qualified personnel and recruitment success.

In addition to using social media and recruitment campaigns for recruiting staff in individual regions, the Group Recruiting Centre has been an integral component of successful personnel recruitment since Q4 2019. Uniform concepts, communication channels, and cross-regional collaboration of recruiters within the Group lead to more efficient and faster recruitment of the required specialist staff.

In order to improve retention and lower its staff turnover rate to the average turnover rate experienced in the nursing sector, the Group has implemented a variety of organisational and monetary measures in recent years. These measures include a focus on training and integration, in order to develop a long-term commitment to the company. Here, providing personal support and mentoring to employees play an important role with respect to their particular work environment. In addition to financial incentives such as health premiums and special bonuses, individual measures to promote employees' professional and personal development are implemented. It is very encouraging that multiple leadership positions in the care division (e.g., care service management, higher-level team leaders) are filled internally with promising junior employees.

I.4 Care situation

As of December 31, 2021, the Group provided non-intensive care services 5,785 clients and intensive care services 1,743 clients with the following breakdown into individual care and care groups:

Clients	Dec. 31, 2021	Dec. 31, 2020
Clients from individual care	783	742
Clients from care groups	960	895
	1,743	1,637

I.5 Quality

For the Group, quality takes top priority. Among other things, the integrated quality management system comprises the following core areas:

―	Hygiene management
―	Emergency management
―	Risk management
―	Complaint management
―	Occupational safety
―	Medical technology
―	Knowledge transfer

The Case Management team helps clients find the right care and in doing so uses clearly defined and standardized transition processes as a central instrument.

The Group has organised its daily quality system locally and decentralised focusing on the local clients. It is however reviewed and supervised centrally. For that purpose, 35 quality managers were active at the end of 2021 to support the Group.

The Group management regularly reviews quality-relevant information in management meetings with the operational managers of the Group companies. If Group standards are not being complied with, the respective management team is instructed to immediately rectify any deficiencies.

All facilities are subject to regular announced as well as unannounced inspections by the Medical Service of the Health Insurance Institutions (Medizinischer Dienst der Krankenkassen, "MDK"). We try to deal with incidents or inconveniences directly through our complaints management system so that employee and client satisfaction can continue to be maintained. In 2021, the MDK did not have any material negative findings.

As a response to Covid-19, a central emergency team has been set-up, responsible for handling Covid-19 positive cases, focusing on ensuring adequate safety measures throughout the entire group and ensuring sufficient supplies of protective clothing, disinfectants etc.

I.6 Construction projects and investments

Since 2019, the Group focused on developing new care groups that had been planned from 2018 onwards and are continued to be planned on a recurring basis. As most of these investments only need minor internal changes to a building (interior design, internal walls, washing and cooking areas, furnishings, beds, washing and cooking equipment) the Group did not perform any major construction work on properties owned or leased. With respect to new residential communities, the Group companies usually work closely with real estate investors who provide properties that are suitable for the intended purpose of use. In 2020 the Group signed a contractual agreement for the sale-and-leaseback of eleven owned real estate assets of which nine have already been transferred in 2021. Furthermore, it is planned to lease future real estate assets as well, rather than buying. Seven care providers have been acquired in 2021.

Other investments essentially were related to company vehicles.

I.7 Human resources and social issues

The Group subsidiaries are responsible for human resources management and personnel administration.

The number of full-time equivalent employees amounted to 6,683 (PY: 6,189) on an annual average. This is shown in the table below:

Employees in FTE	Dec. 31, 2021	Dec. 31, 2020
Nursing and care service	6,103	5,648
Management and administrative	580	541
	6,683	6,189

J Key performance indicators

The most significant financial key performance at the Group are revenue and EBITDA. The previous year's forecast was exceeded in terms of sales and EBITDA in the current fiscal year.

K IFRS conversion

The consolidated financial statements are the first of the Group in accordance with IFRS as adopted by the EU. For more details refer to Note E in the Notes to the consolidated financial statements.

L Income situation

The current income statement covers the period from January 1, 2021, to December 31, 2021.

The Group-specific composition of total revenue of TEUR 449,235 (PY: TEUR 403,539) and staff costs (nursing) of TEUR 303,827 (PY: TEUR 278,810) is shown in the following table:

in TEUR	2021	2020
Revenue from care services	426,205	387,696
Other care related revenue	23,030	15,843
Total revenues	449,235	403,539
Other income	29,660	30,000
Total	478,895	433,539
Personnel expenses (care)	-303,827	-278,810
Gross Margin	175,069	154,729

The table below shows earnings before interest, tax, depreciation and amortisation (EBITDA), as calculated based on the period result:

in TEUR	2021	2020
Net income	-5,766	-31,398
Taxes on income	1,425	-372
Other financial result	333	-217
Interest expenses	39,483	42,505
Interest income	-36	-92
Depreciation, amortization and impairments	37,342	39,007
Earnings before interest, taxes, depreciation and amortization (EBITDA)	72,780	49,433

In the fiscal year 2021, a consolidated net loss of TEUR -5,766 (PY: TEUR -31,398) was generated mainly due to high interest expenses as a result of refinancing in August 2018 and February 2019 and amortization of trademarks and client relationships.

The group did not incur any research and development expenses in the fiscal year 2021 and the previous year.

M Net assets position

The consolidated balance sheet total as at 31 December 2021, amounts to TEUR 794,049 (PY: TEUR 777,920).

Non-current assets as at December 31, 2021 amount to TEUR 672,234 (PY: TEUR 655,563), which corresponds to an investment ratio of 84.7% (PY: 84.3%) of the consolidated balance sheet total. In particular, against the backdrop of the initial consolidations, it must be taken into account that the determined goodwill with a book value of TEUR 504,062 (PY: TEUR 494,598) and right-of-use-assets of TEUR 123,301 (PY: TEUR 104,286) relates to a large portion of the fixed assets. The book values of other intangible assets, property, plant and equipment and financial assets only amount to TEUR 44,870 (PY: TEUR 56,679) which corresponds to an investment ratio of 5.7% (PY: 7.3%) of the consolidated balance sheet total.

Apart from goodwill from subsequent purchase price payments for existing Group companies, additions to fixed assets mainly resulted from acquisition costs related to new residential communities, vehicles, office equipment. These amount to approx. TEUR 8,737 (PY: TEUR 13,685) in total.

Depreciation and amortisation in respect of tangible and intangible fixed assets for the financial year amount to TEUR 37,342 (PY: TEUR 39,007). With TEUR 15,950 (PY: TEUR 14,319) it mainly relates to right-of-use-assets. Furthermore, amortization of acquired trademark and patient contracts amount to TEUR 13,472 (PY: TEUR 16,654) and is amortised over a period of 3 or 5 years.

Trade debtors totalling TEUR 80,818 (PY: TEUR 58,096) are classified as current and primarily pertain to receivables from the on-going settlement of patient accounts with health insurance companies, nursing care insurance funds, social welfare institutions or patients/family members in the respective intensive care companies.

The other current assets of TEUR 17,885 (PY: TEUR 43,011) include financial assets in the amount of TEUR 453 (PY: TEUR 4,903) mainly due to contract assets. Furthermore, it includes non-current assets held for sale in the amount of TEUR 2,726 (PY: TEUR 28,140) and other assets in the amount of TEUR 14,448 (PY: TEUR 8,917) mostly relate to corporate income tax refunds and VAT receivables and claims from Covid-19 reimbursements.

The subscribed capital of the parent company amounts to TEUR 5,270 (PY: TEUR 5,269).Considering the capital reserve of TEUR 178,759 (PY: TEUR 75,309), the retained earnings of TEUR -86,976 (PY: TEUR -81,903) and non-controlling interests of TEUR -1,669 (PY: TEUR -975) the Group's equity amounts to TEUR 95,385 (PY: TEUR -2,300). The Group's equity developed as follows (consolidated statement of changes in equity):

in TEUR	Subscribed capital	Capital reserves	Retained earnings	Non-controlling interests	Total equity
Balance at January 1, 2020	5,269	75,309	-51,135	-345	29,098
Net income	0	0	-30,769	-630	-31,398
Other comprehensive income	0	0	0	0	0
Comprehensive income	0	0	-30,769	-630	-31,398
Other changes	0	0	0	0	0
Balance at December 31, 2020	5,269	75,309	-81,903	-975	-2,300
Net income	0	0	-5,072	-694	-5,766
Other comprehensive income	0	0	0	0	0
Comprehensive income	0	0	-5,072	-694	-5,766
Conversion of preferred equity certificates into equity	0	103,450	0	0	103,450
Other changes	1	0	0	0	1
Balance at December 31, 2021	5,270	178,759	-86,976	-1,669	95,385

On April 1, 2021, the shareholders converted preferred equity certificates to increase the Company's subscribed capital. The Company issued 1,000 new shares with the nominal value of one Euro each which increased the subscribed capital and the share premium in the total amount of TEUR 103,451.

The Group Board of Management is of the opinion that the reported capital and reserves balance does not adequately reflect the equity position of the group. The Board of Management is of the opinion that economic equity is a more adequate metric and is material to the understanding of the financial position and net assets.

When setting up AI Monet in 2018, the Group's shareholder provided capital in form of equity (as recognized on the balance sheet) as well as non-cash, long-term interest-bearing liabilities (shareholder loans). Due to their long-term nature and subordination versus third party liabilities, these shareholder loans are to be viewed as equity.

The Group's economic equity correspondingly breaks down as follows:

in TEUR	Dec. 31, 2021	Dec. 31, 2020
Equity recognized in the balance sheet	97,053	-1,325
Non-current interest-bearing financial liabilities	122,935	217,442
Economic equity	219,988	216,117

The economic capital corresponds to an economic equity ratio of 27.7% (PY: 27.8%).

Economic equity is not defined as an indicator under IFRS. The Group's definition relating to economic equity is customary for the shareholder structure, however, it might deviate from other companies' indicators and disclosures with a similar purpose.

Lease liabilities amount to TEUR 133,241 (PY: TEUR 105,608), thereof to land and buildings of TEUR 130,391 (PY: TEUR 102,655) and vehicles of TEUR 2,851 (PY: TEUR 2,953).

Non-current provisions amount to TEUR 12,584 (PY: TEUR 11,936) and are mainly for payments for further acquisitions. Current provisions amount to TEUR 8,028 (PY TEUR 8,976) and are mainly for provisions for uncertainty relating to Covid-19 compensation payments in the amount for TEUR 3,353 (PY: TEUR 2,261), tax provisions in the amount of TEUR 4,675 (PY: TEUR 2,549) and provisions for further acquisitions of TEUR 0 (PY: TEUR 4,165). Other current liabilities amount to TEUR 13,976 (PY: TEUR 10,700) and are mainly comprised of accruals contributions to the employer's liability association and the disabled persons levy in the amount of TEUR 1,503 (PY: TEUR 1,101), other accruals of TEUR 2,471 (PY: TEUR 2,156) and other liabilities to tax authority and social security in the amount of TEUR 4,196 (PY: TEUR 3,550).

N Financial position

The development of the financial position is shown in the consolidated Cash Flow Statement according management reporting of the Group:

in TEUR	2021	2020
Consolidated earnings before interest, taxes, depreciation and amortization (EBITDA)	72,780	49,433
Increase/decrease in inventories, trade receivable and other assets not attributable to investing or financing activities	-12,585	-7,134
Increase/decrease in provisions	1,091	10,506
Increase/decrease in trade payable and other liabilities which not attributable to investment or financing activities	-3,467	-3,209
Gain/loss on disposal of fixed assets	-4,591	1,936
Profit distributions received from investments accounted for using the equity method relating to operating activities	322	90
Net income taxes paid/received	-2,100	-1,463
Cash flow from operating activities	51,451	50,160
Proceeds from disposal of intangible assets and fixed assets	39,172	866
Payments to acquire intangible assets and fixed assets	-9,383	-14,499
Payments to acquire entities included in the basis of consolidation	-29,299	-23,163
Net cash acquired from acquisition of entities	267	1,295
Cash flow from investing activities	757	-35,500
Proceeds from capital contributions by shareholders of the parent entity	1	0
Liabilities to affiliated companies	0	6,000
Proceeds from borrowing	-9,092	24,617
Repayment of borrowings	0	-1,598
Transaction costs related to loans and borrowings	-716	-1,095
Payment of lease liabilities	-20,356	-17,539
Interest paid	-19,202	-19,755
Net payments from factoring	-980	-888
Cash flow from financing activities	-50,347	-10,259
Change in cash and cash equivalents	1,861	4,401
Cash and cash equivalents as at January 1	21,251	16,850
Cash and cash equivalents as at December 31	23,112	21,251

Furthermore, other assets and liabilities were acquired in the amount of:

in TEUR	2021	2020
Intangible assets and tangible assets	676	359
Trade receivables	1,632	637
Other current assets	309	1,061
Other non-current assets	41	0
Total acquired assets (without cash and cash equivalents)	2,658	2,057
Provisions	0	0
Trade payables	39	0
Liabilites to banks	212	336
Tax liabilities	3	93
Other current liabilities	1,722	398
Total acquired liabilities	13,975	826

As of December 31, 2021, the Group had liquid assets ("cash and cash equivalents") amounting to TEUR 23,112 (PY: TEUR 21,251) and liabilities towards credit institutions amounting to TEUR 372,626 (PY: TEUR 380,011).

On August 7, 2018, a loan agreement in the amount of TEUR 266,400 (Senior Facilities Agreement and Intercreditor Agreement) was concluded between AI Monet (Luxembourg) Parentco S.à r.l. and Lucid Agency Services Limited. This loan was increased by TEUR 15,000 to a total of TEUR 281,400 on 30 August 2018.

On February 19, 2019, this existing loan agreement from August 7, 2018, was increased by a total of TEUR 148,500. In this respect, the Unitranche Facility (EUR) was increased by TEUR 138,500 to TEUR 314,900, while the CAR Facility (EUR/CHF/GBP/USD) was increased by TEUR 10,000 to TEUR 85,000. The maturity and interest rate will remain unchanged until August 20, 2025. The Original Revolving Facility (RCF) was increased on April 3, 2019, from TEUR 30,000 by TEUR 15,000 to a credit volume of TEUR 45,000. The maturity of 20 February 2025 is unchanged.

As part of the refinancing operations, the Unitranche Facility was fully utilised, TEUR 43,365 (PY: TEUR 37,664) were drawn from the CAR Facility and TEUR 10,000 (PY: TEUR 16,700) were drawn from the RCF as per 31 December 2021.

In total TEUR 368,265; including capitalised borrowing costs TEUR 361,255 (PY: TEUR 369,264, including capitalised borrowing costs TEUR 361,949) of this loan agreement was used as per December 31, 2021.

The acquisition of the Bonitas Group in 2019 included a bank loan of Sparkasse Herford amounting to TEUR 1,430 (PY: TEUR 7,873).

Together with the interests on the loan of TEUR 6,679 (PY: TEUR 7,083), vehicle financing of TEUR 2,948 (PY: TEUR 2,813) and other bank liabilities of TEUR 313 (PY: TEUR 1,465) the amounts owed to credit institutions is TEUR 379,636 (TEUR 372,626 incl. capitalised borrowing costs) as per December 31, 2021 (PY: TEUR 388,513 (TEUR 380,011 incl. capitalized borrowing costs)).

The liabilities to shareholders in the amount of TEUR 122,935 (PY: TEUR 217,442) relate to liabilities due to the shareholder Al Monet MidCo-B S.à r.l., Luxembourg. On April 1, 2021, TEUR 103,452 were converted into equity. In 2020, additional Preferred Equity Certificates (PECs) were granted of TEUR 6,000. As of December 31, 2021, there are PECs with outstanding nominal amounts totalling TEUR 95,500 (PY: TEUR 191,639) and accrued interest amounting to TEUR 27,435 (PY: TEUR 25,803). These loans are subject to an interest rate between 6.49% p.a. and 7.0% p.a., have a maturity of 49 years and are subordinated to other third-party liabilities.

O Opportunities and risks report

O.1 Risk management objectives and methods

Risk management at the Group and its subsidiaries aims to continually maintain a high quality of care and ensure early recognition of patient losses and thus decreases in turnover which may result in earnings targets not being achieved.

For this purpose, the following controlling tools, among others, were implemented in 2019 and these will be continuously improved and adjusted:

―	Weekly reporting of performance indicators incl. key information required to manage the
―	Group's business (hours, capacity, patients, workforce metrics)
―	Weekly report on the number of hours provided/sold by the individual care services
―	Weekly report on client development with detailed information on all planned and actual increases/decreases in the number of clients
―	Daily liquidity status which includes all cash and cash equivalents of the subsidiaries and headquarters and any changes thereto
―	Monthly Group reporting which contains detailed financial figures (income statement, balance sheet and cash flow) in a planned/actual comparison

Detailed daily, weekly and monthly performance indicators facilitate the early detection of earnings trends which may have an impact on the overall result as well as Group-internal comparisons of the individual operative care companies (benchmarking).

O.2 Areas of risks and how they are managed

Company management has specified the following areas of risk in their order of significance. These areas are continually reviewed regarding their current applicability and corresponding countermeasures are developed where needed.

Personnel risks

The shortage of nursing/care staff is an industry-wide risk; this presents a great challenge to the Group since intensive care nurses are highly qualified nursing professionals. The Group addresses this risk with employee retention programs and salaries that are in-line with industry standards. This risk is a top priority risk and is of overriding importance. Ongoing countermeasures include recruiting and staff retention programs.

Personnel costs

Increases in personnel costs are mitigated through negotiations with cost bearers and efficiency programs. This risk is identified as high priority in the company's risk assessment.

If the fees for the care services provided cannot be negotiated parallel to the increasing personnel costs in the future, this will result in a financial risk for the Group. Due to the law "Tariftreuegesetz" (GVWG) passed on September 1, 2021, a noticeable increase in future personnel expenses is to be expected. However, we assume that these will be largely refinanced by the customers via care rates that have yet to be agreed and that no significant earnings risks are to be expected from this.

Competitive and market situation

The competitive and market situation is continuously monitored. In accordance with previous years, risks related to the competitive and market situation are considered low since, in the period under review as well as in previous years, more patients required care than can be cared for by outpatient intensive care providers. Having said that, market observation is still important to us since smaller providers, in particular, have increased their efforts to establish themselves regionally and, in some cases, are actively trying to poach clients. We continue to respond to the competition in the market, especially the increasing number of competitors in our segment, by offering experience, innovation, reliability and a high level of quality.

Due to the increasing number of patients, it is safe to assume that the number of people needing care will continue to be higher than the number of patients that can be cared for by outpatient intensive care providers. There is a risk, but it is minimal. The financial risk here arises when an economically effective care provision is ended.

Reimbursements by cost bearers (changes in long-term care insurance)

Changes to the legal framework conditions could also pose risks for the Group. We therefore continuously monitor the legal conditions. The Group is continuously in price negotiations with care insurers and a continuous increase in compensation rates is to be expected, which can be attributed to the quality as well as the reliability of the care services provided as well as compensation for wage inflation.

Therefore, due to ongoing cost rate negotiations, the priority of this risk is also considered low. The risk is explained in more detail under the item "Personnel costs".

Legal framework conditions

In July 2020 the Federal Health Ministry has introduced a bill titled Intensivpflege- und Rehabilitationsstärkungsgesetz ("IPReG"). The aim of the bill is tighter regulations of costs and quality, which can be a risk as well as an opportunity for larger care providers with high quality.

Due to potential changes in the political situation, the development of legal framework conditions is always difficult to predict. There is currently no evidence that the new federal government, which came into force at the end of 2021, should fundamentally change anything here. If legal framework conditions should change in the short-term contrary to our expectations, we believe that this could potentially affect mostly new one-on-one care contracts. We assume that grandfathering would apply to existing contracts. We also assume that, as an alternative, residential communities could be expanded to ensure that those in need of care receive the necessary and required care services. As the Group has expertise in all areas of outpatient intensive care (at home, in small and in larger care groups) a shift from one area to another area is something the Group can adapt to.

Liquidity and financing risks

At present, none of the identified risks jeopardise the continued existence of the Group. The business has mostly state-owned or stated-backed partners that show a very low risk of not being able to fulfil their contractual payment schedules.

Company management believes that apart from the above-mentioned risks, the outpatient intensive care market offers significant opportunities in the years to come. Most notably, continued growth with slightly increasing compensation rates is expected.

Covid-19

Like the previous year, 2021 was dominated by the corona virus. After the winter months, the incidence figures dropped noticeably, which led to an easing of the situation in Germany. From July 2021, delta was the dominant variant worldwide and in Europe. The delta variant, which poses a significantly higher risk of infection, dominated in Germany with 99.3% since the end of August. From the end of November 2021, the SARS-CoV-2 variant Omicron spread worldwide and gradually prevailed over the Delta variant at the turn of the year 2021/22.

Since the end of November, we have been facing new challenges with the new Omicron variant. What is already clear is that the increased potential for contagion will lead to a significant increase in the number of cases, also within the Group. Although it is not yet possible to draw a conclusion, it is still clearly foreseeable that the 2022 financial year will probably also be significantly influenced by Corona.

Quality management and nursing service management staff monitored the consistent implementation of the regulations in residential communities as well as in individual care situations. Regular communication in this regard with all nursing and care staff employed by the Group was ensured, and is still taking place today, and even for slight health abnormalities the reporting trail to the public health department is immediately initiated and followed. In the first quarter of 2021, we started with collective vaccinations of clients and employees in the residential communities and at the headquarters. We continued this procedure until the end of the year, i.e., until booster vaccination. As a result of the corona guidelines, we laid down in a corona manual, there were no further outbreaks of infection within the teams at the care facilities. In 2021, there was not a single hospitalization at the Group due to corona-related staff absences. Several clients and caregivers became ill with corona during the year. One individual client died because of the disease, but fortunately there were no such cases among the staff

To ensure economic viability and to partly compensate for the loss of revenue and significant increase in costs, the Group took advantage of the rescue package offered by the German Government and the federal states. All measures were communicated to staff in corresponding memos or in personal conversations. Any increases in personnel or material costs, as well as proven revenue shortfalls, were precisely documented and have been reimbursed by the nursing care insurance funds in line with current legislation.

In conclusion it can be said that, compared to other sectors, the Group was able to adapt flexibly to the new circumstances in the second year of the pandemic. In addition, the digitization of the Group was further advanced. It has been shown that the Group, through the flexibility and strength of its employees, has made the pandemic an everyday occurrence. Due to this positive development in the Group, we see ourselves well positioned for the coming year, despite the ongoing difficult and uncertain situation.

O.3 Opportunity reporting

Demographic development

As already explained above, the demographic development represents a major opportunity. It is expected that the number of patients requiring care will continue to increase. This allows us, as a provider of outpatient care services, to further strengthen our market position. The so-called "preference of outpatient over inpatient care" principle also benefits the market position of care providers and thus our future growth.

Quality of our personnel

Our certified care and nursing staff regularly participate in training and further education. This is how we ensure that the quality of our care services will continue to remain at a high level in the future.

Flexibility of the services provided

Thanks to our well-trained staff and flexible organisation, we are able to take over patients within a matter of just a few weeks in our regional clusters throughout Germany and integrate them into the respective processes. Compared to other outpatient care providers, this gives us a considerable competitive advantage.

P Forecasting report

We expect growing capacity utilization as well as demand in the years ahead, and thus also a growth in revenues. The baseline for this is the demographic development and the accompanying increase in critically ill patients, as well as the already insufficient capacities for in-home intensive care. Human resources, i.e., the acquisition and retention of qualified staff, will continue to hamper growth. Personnel expenses will remain a major cost component in future.

The Group aims to further expand its market leadership in the outpatient intensive care market through organic growth and the acquisition of additional intensive care companies. For 2022, the Group expects continued positive business development for all subsidiaries.

With the uncertainty stemming from the ongoing Covid-19 pandemic forecasting a 2022 outcome is challenging. Nevertheless, given the underlying market growth and the planned continued capacity expansion, for 2022, management of the Group anticipates revenues for the 2022 fiscal year that will be moderately higher than in the previous year and a moderately improved EBITDA compared to 2021.

The impact of a pandemic situation on our business is not completely foreseeable. Especially an uncontrolled health situation on a national level would impose additional risks to our company. Ongoing social restrictions for example to travel or to work in offices may have over a longer period a negative impact resulting in a negative development of the Company's net assets, financial positions and results of operations in the 2022 financial year. Again, currently this negative scenario has a low probability.

Since February and March 2021 adjustments to the legal framework have been made. A further extension was also made in March 2022. This concerns the Covid-19 related additional costs. As of today, all Covid-19 related additional costs will be reimbursed until the end of Q2 2022.

Russia has been at war with Ukraine since February 24, 2022 ("Russia-Ukraine war"). The effects of the Russia-Ukraine war represent a value-determining event and therefore have no impact on the recognition and measurement of assets and liabilities as of the reporting date. From today's perspective, we do not expect any significant effects that would lead to significantly lower sales or significantly reduced annual results for the intensive care industry and society due to the business model and the field of activity limited to Germany. Depending on the duration and intensity of the Russia-Ukraine war, there is still a risk that ancillary rental costs and vehicle operating costs could increase significantly in 2022 compared to the 2021 financial year, so that the EBITDA margin could deteriorate, at least temporarily. However, these effects cannot be quantified at the present time.

Luxembourg on April 28, 2022

Al Monet (Luxembourg) Parentco S.à r.l.

On behalf of company Management

By: Myriam Deltenre and Aurélie Comptor

Title: Managers

To the Shareholders of

AI Monet (Luxembourg) Parentco S.à r.l.

2-4, rue Beck

L-1222 Luxembourg

Luxembourg

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of AI Monet (Luxembourg) Parentco S.à r.l. and its subsidiaries (the "Group"), which comprise the consolidated balance sheet as at 31 December 2021, and the consolidated statement of profit and loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2021 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier ("CSSF"). Our responsibilities under the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of "réviseur d'entreprises agréé" for the audit of the consolidated financial statements » section of our report. We are also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants ("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The Board of Managers is responsible for the other information. The other information comprises the information stated in the consolidated report including the consolidated management report but does not include the consolidated financial statements and our report of the "réviseur d'entreprises agréé" thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Managers and Those Charged with Governance for the consolidated financial statements

The Board of Managers is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs as adopted by the European Union, and for such internal control as the Board of Managers determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Managers is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Managers either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Responsibilities of the réviseur d'entreprises agréé for the audit of the consolidated financial statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

―	Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
―	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
―	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Managers.
―	Conclude on the appropriateness of the Board of Managers' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the "réviseur d'entreprises agréé" to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the "réviseur d'entreprises agréé". However, future events or conditions may cause the Group to cease to continue as a going concern.
―	Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
―	Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on other legal and regulatory requirements

The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.

Luxembourg, 28 April 2022

KPMG Luxembourg

Société anonyme

Cabinet de révision agréé

M. Jahke, Associate Partner

Approval of the Consolidated Financial Statements

On April 28,2022 The Board of Managers of the company approved the Consolidated Financial Statements for issue.