Baden-Baden, December 16, 2020: GRENKE AG reports on the expert opinion of the auditing firm Warth & Klein Grant Thornton (WKGT) and takes this opportunity to provide information on its current status of knowledge regarding the special, still ongoing audit by KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG). The subject of the examination by WKGT commissioned by the Supervisory Board of GRENKE AG was the review of the advantageousness and market conformity of the acquisitions of the franchise companies.
Review of the advantageousness of acquisitions of franchise companies
Based on the chosen audits method and specific assumptions, WKGT has concluded that the 17 franchise acquisitions completed to date can be described as positive overall for GRENKE AG. As stated by WKGT, combined, the returns on the investments in the franchise acquisitions reviewed by the auditing firm are within the range of earnings expectations that make an investment in the companies justified. According to WKGT's enquiries, a pre-tax return of at least 10.7% was achieved or exceeded for the portfolio of acquired former franchisees in each year from 2016 to 2019. This return is based on GRENKE AG's entire investment. In simple terms, this includes the purchase prices, the capital contributions, and the ex-post directly generated earnings contributions of the companies according to IFRS, as well as the earnings generated in the Consolidated Group from the business of these companies.
Review of acquisitions in terms of market conformity
In addition, WKGT has reviewed the market conformity of the franchise acquisitions. As a result, the auditing firm concluded that GRENKE AG's expansion model, in which franchise companies are taken over after approximately five years, as a very specific and difficult model to compare with other available market transactions. The involvement of the external financial investors was judged as generally plausible for the expansion, the exclusive cooperation with CTP Handels- und Beteiligungs GmbH, however, was only partially plausible for WKGT. In relation to this, the Board of Directors of GRENKE AG had already announced its intention to integrate the existing franchise companies into the Consolidated Group and to expand in the future using its own start-up companies.
According to WKGT’s assessment, the valuation methodology for the purchase options agreed has a number of elements that are customary in the market but deviates, in part, particularly from standard M&A practice in the actual implementation of individual transactions. According to WKGT, it is quite common to take into account the special features of young growth companies when determining values and setting purchase prices in the form of growth-related earnings adjustments and multiplier discounts. In the case of several of the takeovers in previous years, the negotiation process, in the view of WKGT, was only comprehensible in light of the specific background of the permanent cooperation with the business partners of the franchise model. In some cases, deviations from the originally agreed general valuation methodology were detected that led to an increase in the purchase price but, according to WKGT, these deviations in relation to the total purchase price were within the usual range when valuing companies in early phases of development. WKGT identified purchase-price-increasing deviations from the originally agreed fundamental measurement methodology in the total amount of EUR 15.1 million (approximately 13% of the purchase prices). Of this amount, EUR 9.2 million alone was related to the transaction in Portugal in 2012. From GRENKE's standpoint, this deviation should be assessed above all based on the strategic considerations at that time, including the intention to expand into Brazil. Other transactions accounted for between EUR 30 thousand and EUR 1.8 million.
According to WKGT's assessment, the deviations found are not insignificant, but are within the scope of the usual uncertainties involved in the valuation of companies in an early development phase.
Audits of personnel and company law relationships in connection with the ownership structures of the acquired companies
After completing the audit of the advantageousness and market conformity, WKGT is now continuing its investigation of the personnel and company law relationships with regard to the ownership structures of the acquired companies.
The Board of Directors has also commissioned WKGT to value the franchises to be acquired.
GRENKE provides information about the current state of knowledge of the special audit by KPMG
GRENKE AG also reported today on the current state of knowledge of the special audit being performed by KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG) in connection with the allegations of Viceroy Research LLC.
This is the current status of knowledge of the Board of Directors of the special audit commissioned by the Supervisory Board in connection with the regular audit of the annual financial statements performed by KPMG to update the risk assessment. This status of knowledge does not in any way represent the anticipated result of the audit of the consolidated financial statements and is still subject to further findings obtained until the complete conclusion of the audit.
In addition to obtaining an updated understanding of the Company, the environment and the internal control system, KPMG also carried out functional tests of the internal controls and statement-related audit procedures, including individual case reviews at various points in time. KPMG has already obtained the audit evidence presented below in the context of the risk assessment – subject to the audit conclusion – by the time this report was prepared:
Evidence of the existence of the leases based on confirmation requests, lease payments received, and a review of the supporting documentation
In the course of its reviews to date, KPMG has not been able to identify any evidence suggesting that the leasing business does not exist. To have a random sample, KPMG obtained evidence of the existence of these leases. KPMG has not reported any evidence to suggest that resellers or specialist reseller partners with whom GRENKE is working together with in leasing do not exist. Background research on the 30 largest resellers did not reveal any indications that they do not exist, are involved in criminal transactions, or that their business activities are questionable in any other respect.
Dependence on resellers
In order to identify any concentration of risks or potential dependencies, KMPG analysed the structure of the GRENKE Consolidated Group's resellers on the basis of sales data. As of August 31, 2020, the Consolidated Group's ten largest resellers accounted for almost 4.2% of the Consolidated Group's lease portfolio.
Involvement of resellers in risk management and business relationship with Viewble Media UK
The allegation that GRENKE enabled or deliberately concealed fraud by financing the leased assets is currently not confirmed by KPMG. The Company takes note of indications of process weaknesses identified by KPMG, such as in the ongoing monitoring of suppliers, and will review integrating them into its internal processes.
Precautions to prevent money laundering and terrorist financing
Based on all investigations to date, KPMG has not provided any evidence or confirmation of the allegation that GRENKE AG was systematically involved in money laundering or facilitated such laundering. KPMG was unable to identify a violation of a BaFin order in the review of the individual case mentioned in the allegations. The allegations regarding business connections with unlicensed trading platforms could not be substantiated by KPMG. With regard to the adequacy of organisational money laundering prevention in the GRENKE Consolidated Group, KPMG formulated significant objections. The potential for improvement of the internal process for money laundering prevention identified in the course of the audit is already being reviewed.
Assessment of the allegation that GRENKE BANK AG provides guarantees to Consolidated Group companies that endanger their existence
The allegation that GRENKE BANK AG provides guarantees for the Consolidated Group's financial liabilities and, in particular, for issued bonds, was also not confirmed based on the information available to date.
Inclusion of franchise companies in the consolidated financial statements; nature and scope of related-party disclosures in the IFRS consolidated financial statements of GRENKE AG
The nature and scope of the persons and companies to be included in GRENKE AG's consolidated financial statements – the topic of "Scope of Consolidation" or "Related Parties" – are the subject of the ongoing audit conducted by KPMG. Notwithstanding the ongoing audit, GRENKE is evaluating KPMG's advice to classify the disclosures on business relationships with franchise companies and their shareholders as disclosures in accordance with IAS 24 and to provide these in the notes to the consolidated financial statements in accordance with IFRS in the future and to remedy weaknesses in the internal control system.
Continuation of audit procedures by KMPG
KPMG explicitly points out that further comprehensive analyses and work are required, which may spill over into all areas of the audit. KPMG is continuing its special audit. This is part of the standard audit of the annual financial statements and, therefore, there will be no separate, independent report submitted to the Company by KPMG. Independent of this, other audit procedures still to be carried out or completed also include, specifically, the review of risk provisioning and the validation of the models used to measure it, particularly in light of the impact of the COVID-19 pandemic; the assessment of the impairment tests for goodwill; an audit of the internal control system; and the performance of the audit procedures by the auditors of the subsidiaries agreed via the Group Audit Instructions.
KPMG will report its final results of the audit as of December 31, 2020 in the audit report and the auditor's opinion.
Independent audit procedures by BaFin to continue
The special audit in accordance with Section 44 of the German Banking Act (KWG) and the audit of the 2019 consolidated financial statements of GRENKE AG ("DPR audit") by the German Federal Financial Supervisory Authority (BaFin) will be continued by the audit and consulting firm Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (Mazars) on behalf of BaFin unchanged and independently of the ongoing audits by KPMG and WKGT. The audits by BaFin and Mazars are not prejudiced by the examinations by KPMG and WKGT.
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