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All for One Group SE Interim / Quarterly Report 2017

May 11, 2017

27_10-q_2017-05-11_cf897257-ae2f-4a0a-93e9-ac571a9b265e.pdf

Interim / Quarterly Report

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Key Figures

IFRS

in KEUR 10/2016 – 10/2015 – Difference in %
03/2017 03/2016
Earnings situation
Sales revenues 148,727 135,438 13,289 10%
EBITDA 15,157 14,671 486 3%
EBITDA margin (in %) 10.2 10.8
EBIT 10,721 10,347 374 4%
EBIT margin (in %) 7.2 7.6
Earnings after tax 7,457 6,770 687 10%
Employees
Number of employees (period end) 1,381 1,245 136 11%
Number of full‐time equivalents (ø) 1,220 1,096 124 11%
Share
Number of shares (ø) 4,982,000 4,982,000 0 0%
Earnings per share (in EUR) 1.49 1.35 0.14 10%

____________________________________________________________________________________

in % 10/2016 –
03/2017
10/2015 –
03/2016
in percentage
points
Non‐financial performance indicators
Employee retention 94.2 94.9 ‐0.7
Health index 96.9 96.9 0.0
in KEUR 31.03.2017 30.09.2016 Difference in %
Balance Sheet
Total assets 148,185 155,789 ‐7,604 ‐5%
Shareholders' equity 62,354 60,392 1,962 3%
Equity ratio (in %) 42 39
Net debt (‐)/ net liquidity (+) ‐5,539 10,006 ‐15,545 n/a

Certain statements within this interim report constitute forward‐looking statements that involve forecasts, estimates or expectations and are subject to risks and uncertainties. The actual results, performance and achievements can deviate from those expressed or implied in these forward‐looking statements. Changes in the general economic and competitive situation, particularly in the core business divisions and markets, and changes in legislation, particularly those related to taxes, can cause such deviations. The German‐language version of this interim report is definitive.

The company assumes no obligation to update statements made in this interim report.

Dear Shareholders, Ladies and Gentlemen,

The power of innovation is one of the majorstrengths of Germany'slandscape ofsmall and mid‐sized enterprises. The weekly business magazine WirtschaftsWoche examined more than 3,500 companies (The Most Innovative German Small and Medium‐sized Businesses, November 2016) and observed how opportunities and risks associated with digitalisation are clearly at the top of the agenda when it comes to innovation. This was something that the companies within our target industries of machinery and equipment manufacturers, automotive suppliers and consumer goods also recognised. After all, digitalisation represents nothing less than their ability to thrive and grow in the future. The fact that we unite technology, process and IT operations expertise under one roof is what enables us today to provide more comprehensive support than others to the midmarket sector as it undergoes digital transformation. We are also investing heavily in further expanding our business with an eye towards generating recurring revenues.

____________________________________________________________________________________

This end‐to‐end approach to service and support is also reflected in our half‐year figures. We increased 6‐month sales by 10% to EUR 148.7 million and the corresponding EBIT by 4% to EUR 10.7 million. Group earnings after tax posted a gain of 10% to EUR 7.5 million.

Major investments in the future of our business continue to complement our strategy of growth. In this first half of our financial year, we continued investing heavily in establishing our infrastructure in an additional data center, the transfor‐ mation of ourindustry and add‐on solutionsto SAP S/4HANA, conducting training within our consulting fields, and in strength‐ ening our strategies that address specialised departments through the acquisition of B4B Solutions and, as at 1 April 2017, inside Unternehmensberatung. We also recently introduced our proprietary and altogether newly developed business process library (scope items) for SAP S/4HANA. This innovative process library not only contains all the industry expertise we developed from the more than 2,000 SAP projects we completed in the past two decades, but is also considered by market observersto be the only one of its kind in the world. This will allow our customersto better master their digital transformation and implement innovations more rapidly, precisely and dependably as they use our highly scalable IT infrastructure from the cloud. And because we serve the largest installed SAP midmarket customer base in countries where German is spoken, the generational change from SAP R/3 to SAP S/4HANA should present us with significant growth opportunities for many years to come.

We acquired inside Unternehmensberatung GmbH, Oldenburg, as at 1 April 2017 in order to enhance our standing as the first choice for digital transformation in the human resources sector under the »KWP« brand and advance to become the Number 1 in the German‐speaking SAP HR market. ALLFOYE Managementberatung GmbH, Düsseldorf, a wholly owned sub‐ sidiary of All for One Steeb AG, commenced operationsin May 2017 asthe newly formed spearhead of digital transformation. This strategy of always looking and moving forward was applauded at our annual general meeting that was held on 16 March 2017, and at which all of management's agenda proposals were approved with large majorities, including the decision to increase the dividend from EUR 1.00 per share (prior year) to EUR 1.10 EUR per share.

On 8 May 2017 we further specified the forecast for the financial year 2016/17 that was issued on 21 November 2016, which projected revenues to range from EUR 280 million to 290 million and an EBIT of between EUR 18.5 million and 20.5 million, and now expect revenues within a range of EUR 290 million to 300 million and an EBIT of between EUR 19.0 million and 20.5 million. Although economic activity within our target markets has remained robust so far, it is difficult to gauge how things will develop and what impact our highly volatile licensing business will have as the shift is made to SAP S/4HANA.

Yours sincerely,

Lars Landwehrkamp Stefan Land Chief Executive Officer Chief Financial Officer

Interim Management Report of All for One Steeb AG

from 1 October 2016 to 31 March 2017

All for One Steeb AG's financial year 2016/17 deviates from the calendar year and begins on 1 October 2016 and ends on 30 September 2017. The current reporting periods for the 1st half‐year and the 2nd quarter cover the timeframes of 1 October 2016 to 31 March 2017 and 1 January to 31 March 2017 respectively, as well as the corresponding prior‐year periods. The half‐year financial report of All for One Steeb AG as at 31 March 2017 was prepared in accordance with the International Financial Reporting Standards (IFRS) as formulated by the International Accounting Standards Board (IASB) and §51a of the rules and regulations of the »Frankfurter Wertpapierbörse« (FWB, the Frankfurt Stock Exchange). The consolidated interim report has not been audited.

____________________________________________________________________________________

Acquisitions

Acquisition of the remaining 40% share of OSC AG

The enlargement of the equity interest in OSC AG, Lübeck, from 60% to 100% with an effective date of 1 October 2016 was completed as scheduled (see Annual Report 2015/16, note 38, Subsequent Events in the notes to the consolidated financial statements). The purchase price for this equity enlargement was EUR 7.9 million. Earnout payments in the amount of EUR 1.8 million were also rendered and a profit and loss transfer agreement was concluded with OSC AG.

Acquisition of a majority interest in the cloud specialist B4B Solutions GmbH

In order to further expand our cloud business, we completed the share purchase to acquire 70% of the shareholdings in B4B Solutions GmbH, Graz/Austria, on 1 November 2016 (see Annual Report 2015/16, note 38, Subsequent Events in the notes to the consolidated financial statements). This SAP cloud specialist has been included by way of full consolidation within All for One Steeb AG's Group financial accounting and reporting since that date. This transaction is a business combination in accordance with IFRS 3. The net purchase price for the acquisition of the shares was EUR 0.7 million. More details about the purchase price allocation can be found in the notes to this interim report.

A summary of the initial information regarding the acquisition of the SAP HR Cloud specialist inside Unternehmensberatung GmbH, Oldenburg, with an effective date of 1 April 2017, can be found in the Subsequent Events section.

Sales Performance

Half‐year sales up 10% / Recurring revenues up 10% / High demand for digital transformation consulting

Digital transformation is progressively reshaping the world of our established key industries as well. More than 60% of IT budgets are projected to flow into digitalisation, according to the investment survey that the DSAG (German‐speaking SAP User Group) published in late January 2017. Without a digital core in the form of an entirely new generation of business software – SAP S/4HANA on the basis of the SAP HANA in‐memory database – it is unlikely that any pervasive transformation to a real‐time enterprise can be accomplished successfully. Thanks to our newly developed process library and add‐on solu‐ tions, we are seeing new customers starting off almost without exception with SAP S/4HANA and how this digitalisation platform is growing in importance for our current SAP customers as well.

Cloud computing is yet another key element of digital transformation, notes the IDC in a release it published in February 2017 about its »Cloud Computing in Germany« study. IDC market research analysts prepared this study with the support of All for One Steeb. All of this opens up the prospect of a huge digitalisation potential for us as the Number 1 in the SAP midmarket segment with the largest customer base in such sectors as the machinery and equipment manufacturing, automotive, and consumer goods industries, and which we expect will be a source of significant growth opportunities for many years to come. Thisis why we are following SAP'slead and continuing to invest heavily in our customers' cloud transformation while carefully expanding our service portfolio.

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All for One Steeb AG achieved a significant increase in sales revenues of 10% to EUR 148.7 million (Oct 2015 – Mar 2016: EUR 135.4 million) in the 1st half‐year of 2016/17. We posted noticeable gains in all types of revenues in line with our inte‐ grated business model of being a full‐service provider for all things relating to SAP, information technology and business.

Sales by Type

(Deviations result from the calculation of values in KEUR, figures may contain rounding differences)

Recurring sales revenues from outsourcing and cloud services (including software maintenance) posted a gain of 10% to EUR 63.6 million (Oct 2015 – Mar 2016: EUR 57.7 million) in the current 6‐month period. The share of these revenues to total sales was an unchanged 43% in the current reporting period. The 6‐month revenues from the sale of software licenses increased by 9% to EUR 21.2 million (Oct 2015 – Mar 2016: EUR 19.5 million). The commercial launch of the new SAP S/4HANA business software is heightening the volatility of licensing revenues. Whereas licensing revenues were EUR 17.0 million in the period of October to December 2016 (Oct – Dec 2015: EUR 13.3 million), they were only EUR 4.2 million in this 2nd quarter of our financial year 2016/17 (Jan – Mar 2016: EUR 6.2 million). Demand for our consulting services still remains high. All of this enabled us to post a gain in consulting revenues of 11% to EUR 61.0 million (Oct 2015 – Mar 2016: EUR 55.0 million). Our consulting teams have an extremely heavy workload.

Earnings Performance

EBITDA up 3% to EUR 15.2 million / EBIT margin of 7.2% / Group earnings after tax up 10% to EUR 7.5 million

The cost of materials – purchased services included – increased proportionally to sales by 10% to EUR 55.0 million (Oct 2015 – Mar 2016: EUR 50.1 million). The total cost of materials ratio in the current reporting period was an unchanged 37%. Per‐ sonnel expenses increased – slightly disproportionate to sales – by 12% to EUR 60.4 million (Oct 2015 – Mar 2016: EUR 54.1 million). The share of personnel expenses to sales revenues rose from 40% (Oct 2015 – Mar 2016) to 41% (Oct 2016 – Mar 2017). The other operating expenses increased 11% to EUR 19.5 million (Oct 2015 – Mar 2016: EUR 17.6 million). The ratio of these expenses to total sales in the current reporting period was an unchanged 13%. Depreciation and amortisation in‐ creased slightly by 3% to a total of EUR 4.4 million (Oct 2015 – Mar 2016: EUR 4.3 million). This item includes regular amorti‐ sation of intangible assets in the amount of EUR 2.3 million (Oct 2015 – Mar 2016: EUR 2.3 million).

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The EBITDA after 6 months was EUR 15.2 million (Oct 2015 – Mar 2016: EUR 14.7 million), which is an increase of 3%. The corresponding EBIT was EUR 10.7 million (Oct 2015 – Mar 2016: EUR 10.3 million), which was 4% higher than the prior‐year figure. The EBIT margin of 7.2% of sales is slightly below the prior‐year level of 7.6% (Oct 2015 – Mar 2016). This slight drop in the margin is primarily a result of our major investment in the future. In addition to building up our infrastructure in an additional data center and the high costs involved in developing our S/4HANA add‐on solutions and process library, the incidental costs linked to the acquisitions of B4B Solutions and inside Unternehmensberatung also had an influence on the EBIT margin.

The enlargement of the 60% equity interest in OSC AG to 100% was concluded in the current reporting period. Therefore, the adjustments to the purchase price obligations, along with the contractually guaranteed dividends, which were included in the financial result of the prior‐year period (Oct 2015 – Mar 2016), no longer apply and are not reflected in the current reporting period. The financial result after 6 months thus improved from minus EUR 1.0 million (Oct 2015 – Mar 2016) to minus EUR 0.3 million (Oct 2016 – Mar 2017). The EBT increased by 11% after 6 months to EUR 10.4 million (Oct 2015 – Mar 2016: EUR 9.4 million). The income tax burden of 28% was at the same level as the prior year. Group earnings after tax rose to EUR 7.5 million (Oct 2015 – Mar 2016: EUR 6.8 million), which is an increase of 10%. The average number of shares out‐ standing in the reporting period was an unchanged 4,982,000. The earnings per share for this 6‐month period were EUR 1.49 (Oct 2015 – Mar 2016: EUR 1.35).

Assets and Financial Situation

Group Balance Sheet

Despite a sharp increase in business volume, the balance sheet total decreased to EUR 148.2 million as at 31 March 2017 (30 September 2016: EUR 155.8 million). Thisreduction in total assetsis attributable primarily to the following developments:

Balance Sheet Structure

in EUR millions (Figures may contain rounding differences.)

Non‐current assets increased slightly from EUR 78.5 million (30 September 2016) to EUR 80.0 million (31 March 2017). This gain of EUR 1.5 million is attributable for the most part to the increase in tangible fixed assets (major investments and the purchase of B4B Solutions) as well as the increase in goodwill of EUR 0.5 million (the purchase of B4B Solutions). At the same time, the amount of other intangible assets (minus EUR 1.4 million) declined over the course of what was nearly regular amortisation.

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Total current assets declined from EUR 77.3 million (30 September 2016) to EUR 68.2 million (31 March 2017) while cash and cash equivalents decreased by EUR 14.1 million to 18.3 million (30 September 2016: EUR 32.4 million). One‐time payments in the total amount of EUR 10.3 million were made for the acquisition and enlargement of the shareholdings in consolidated companies. In addition, the annual general meeting of 16 March 2017 approved the distribution of a dividend in the amount of EUR 5.5 million (prior year: EUR 5.0 million). Trade accounts receivable posted a disproportionately small increase com‐ pared to sales of EUR 2.4 million to 39.5 million (30 September 2016: EUR 37.1 million). Gains were also made in the amount of current income tax assets (plus EUR 1.6 million) and the other assets item (plus EUR 1.1 million).

Total equity as at 31 March 2017 further improved as a result of this good earnings performance and increased by EUR 2.0 million to 62.4 million (30 September 2016: EUR 60.4 million). The equity ratio increased by 3 percentage points to 42% (30 September 2016: 39%).

The increase in non‐current liabilities by EUR 1.4 million to 41.1 million (30 September 2016: 40.0 million) is mainly due to a change in financial liabilities (plus EUR 1.2 million).

Current liabilities declined significantly by EUR 11.0 million to 44.4 million (30 September 2016: EUR 55.4 million). This change is due primarily to the decline in other liabilities of EUR 11.7 million to 28.2 million (30 September 2016: EUR 39.9 million). This is mostly a result of the enlargement of the equity interest in OSC AG. During the half‐year period, net liquidity in an amount of EUR 10.0 million (30 September 2016) turned into net debt in an amount of EUR 5.5 million (31 March 2017).

Overall, the balance sheet as at 31 March 2017 shows a significant contraction that is attributable to transactions of a one‐ time nature, primarily the enlargement of the equity interest in OSC to 100%, and to transactions that are typical for a given period, such as the dividend distribution.

Cash Flow and Investments

Despite an improved level of earnings – the EBITDA was EUR 15.2 million (Oct 2015 – Mar 2016: EUR 14.7 million) – the cash flow from operating activities in the 1st half‐year of 2016/17 decreased to EUR 4.9 million (Oct 2015 – Mar 2016: EUR 7.0 million). This development is attributable mainly to increased income tax payments in the amount of EUR 4.7 million (Oct 2015 – Mar 2016: EUR 1.6 million).

Cash flowsfrom investing activitiestotalled minus EUR 5.0 million (Oct 2015 – Mar 2016: minus EUR 1.9 million) and, besides technology investments for the further expansion of our managed cloud services, primarily include EUR 2.4 million in cash used for the acquisition of consolidated companies. The free cash flow therefore amounted to minus EUR 0.1 million in the current reporting period (Oct 2015 – Mar 2016: EUR 5.0 million).

The cash flow from financing activities totalled minus EUR 14.0 million (Oct 2015 – Mar 2016: minus EUR 17.9 million). A payment of EUR 7.9 million was made in the reporting period for the enlargement of the equity interest in OSC AG to 100%. The increased cash outflow in the prior year is primarily a result of the repayment of promissory notes totalling EUR 12.0 million. Cash funds therefore totalled EUR 18.3 million as at 31 March 2017 (31 March 2016: EUR 28.2 million).

Employees

We increased our staffing strength by 11% to 1,381 employees (31 March 2016: 1,245 employees). The average personnel capacity for the 6‐month period rose 11% from 1,096 (Oct 2015 – Mar 2016) to 1,220 (Oct 2016 – Mar 2017) full‐time posi‐ tions. The tight labour market still necessitates major expenditures for recruitment and personnel development. In addition to that, we continue to invest more in vocational training schemes. Two non‐financial performance indicators also serve as important control parameters for building, sustaining, and improving human resources. The employee retention rate was 94.2% (prior year: 94.9%, quarterly rolling 12‐month period), and the health index remained unchanged from the prior year at 96.9%. The very good ranking we achieved among »Germany's Best Employers« for 2017 (Focus magazine, February 2017) also serves as a valuable benchmark of our human resource related activities.

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Corporate Governance

Our corporate governance Declaration of Conformity was most recently updated in September 2016. The Government Com‐ mission on the German Corporate Governance Code issued new recommendations in February 2017 that took effect in April 2017. The reconciliation with our present corporate governance practices is currently in process.

Opportunities and Risk Report

We reviewed and made selective adjustments to our risk assessment over the course of the current reporting period. The risks associated with social, political, overall economic and regulatory developments that were reported under environ‐ mental risks and assessed as being »high« may well be accentuated with the European Union's General Data Protection Regulation (GDPR) that is anticipated for 2018. We are already carefully working on preparations to implement these new statutory provisions with an eye towards systematically reducing our extent of risk exposure. The risks associated with the dependency on SAP reported in the strategy risks category, and likewise assessed as being »high«, could become more acute with the major investments being made in our proprietary scope items for integrating our extensive industry expertise into the new SAP S/4HANA enterprise software generation. The market and commercial success of our industry solution could be impaired, for example, by SAP's own cloud infrastructure and services. Our increasing mutual dependency are just one aspect that exercises a risk‐mitigating effect. Our remarkable achievements as both the Number 1 in the SAP midmarket segment and a member of United VARs (the leading SAP Global Platinum Partner) are of major significance in terms of SAP's own business performance. Assessed as »infrequent«, the risks associated with acquisitions reported under operational risks could increase with the acquisitions of B4B Solutions and inside Unternehmensberatung (see Subsequent Events). For this reason, we not only took a very close look at the integration risks in the process of preparing the transactions, particularly those involving customers and employees, but also incorporated the seller side into achieving the mutual success of the combined company in an effort to mitigate risk.

Despite the specific adjustments made to the risk assessment in this current reporting period, the determinations contained in the overall assessment of opportunities and risks have not changed materially overall from those in the Annual Report 2015/16 (see section Opportunities and Risk Report, page 34 ff.).

Outlook for the Financial Year 2016/17

On 8 May 2017, in the wake of the acquisition of inside Unternehmensberatung, we further specified the forecast for the financial year 2016/17 that was issued on 21 November 2016, which projected revenues to range from EUR 280 million to 290 million and an EBIT of between EUR 18.5 million and 20.5 million, and now expect revenues within a range of EUR 290 million to 300 million and an EBIT of between EUR 19.0 million and 20.5 million. Although economic activity within our target markets hasremained robustso far, it is difficult to gauge how things will develop and what impact our highly volatile licensing business will have as the shift is made to SAP S/4HANA.

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Subsequent Events

Acquisition of 100% of shareholdings of inside Unternehmensberatung GmbH

All for One Steeb has acquired all the shareholdings of inside Unternehmensberatung GmbH, Oldenburg, effective 1 April 2017. Like our subsidiary KWP team HR, the company, which was founded in 1989, specialises in end‐to‐end SAP human capital management services. The firm employs 40 people and generates sales of some EUR 8 million. About one third of this figure is already attributable to a significantly growing amount of recurring cloud‐based revenues from software as a service (SaaS) and software maintenance, which ensures a high degree of customer loyalty, a stable cash flow and sustainable profit‐ ability. The preliminary purchase price for acquiring all of the shareholdings of inside Unternehmensberatung amounted to EUR 5.2 million and was paid in April 2017. In addition to this one‐time payment, the total purchase price includes additional purchase price instalments as well as a performance‐based component during a three‐year earnout phase. The transaction was funded using the company's own capital resources. The determination of the purchase price allocation is still pending. This acquisition is to be merged into the All for One Steeb subsidiary KWP team HR in order to strengthen the shared business approach.

The newly founded company ALLFOYE Managementberatung GmbH, Düsseldorf, a wholly owned subsidiary of All for One Steeb AG and specialised in comprehensive consulting on all matters relating to digital transformation, commenced opera‐ tions in May 2017. ALLFOYE was formed by splitting off a team of management consultants from one of All for One Steeb AG's subsidiaries.

No further events subject to disclosure occurred since 31 March 2017.

Responsibility Statement by the Legal Representatives

To the best of our knowledge, and in accordance with the applicable reporting principles, we affirm that the consolidated interim financial statements give a true and fair view of the assets, financial position and earnings of the Group, and that the Group interim management report includes a fair review of the development and performance of the business and the posi‐ tion of the Group, together with a description of the principle opportunities and risks associated with the expected develop‐ ment of the Group in the remaining financial year.

Lars Landwehrkamp Stefan Land

Chief Executive Officer Chief Financial Officer

Group Income Statement and Other Comprehensive Income

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from 1 October 2016 to 31 March 2017

in KEUR 10/2016 –
03/2017
10/2015 –
03/2016
01/2017 –
03/2017
01/2016 –
03/2016
Profit and Loss Account
Sales revenues 148,727 135,438 69,367 64,657
Other operating income 1,405 1,035 833 411
Cost of materials and purchased services ‐55,045 ‐50,124 ‐23,344 ‐22,730
Personnel expenses ‐60,409 ‐54,091 ‐30,522 ‐27,303
Depreciation and amortisation (5) ‐4,436 ‐4,324 ‐2,313 ‐2,115
Other operating expenses ‐19,521 ‐17,587 ‐9,657 ‐8,333
EBIT 10,721 10,347 4,364 4,587
Financial income 143 154 72 78
Financial expense ‐460 ‐1,109 ‐239 ‐469
Financial result ‐317 ‐955 ‐167 ‐391
Earnings before tax (EBT) 10,404 9,392 4,197 4,196
Income tax (9) ‐2,947 ‐2,622 ‐1,125 ‐1,085
Earnings after tax 7,457 6,770 3,072 3,111
attributable to equity holders of the parent 7,426 6,728 3,042 3,083
attributable to non‐controlling interests 31 42 30 28
Other comprehensive income
Unrealised profits (+) / losses (‐) from currency translation ‐73 20 ‐20 ‐7
Items that are or may be reclassified to profit or loss ‐73 20 ‐20 ‐7
0 0
Other comprehensive income ‐73 20 ‐20 ‐7
0 0
0 0
Total comprehensive income 7,384 6,790 3,052 3,104
attributable to equity holders of the parent 7,353 6,748 3,022 3,076
attributable to non‐controlling interests 31 42 30 28
0 0
0 0
Undiluted and diluted earnings per share
Earnings per share in EUR 1.49 1.35 0.61 0.62
0 0
Average number of shares outstanding (undiluted and diluted) 4,982,000 4,982,000 4,982,000 4,982,000

Group Balance Sheet

as at 31 March 2017

ASSETS 31.03.2017 30.09.2016
in KEUR
Non‐current assets
Goodwill 20,082 19,608
Other intangible assets 40,118 41,508
Tangible fixed assets 11,732 9,347
Financial assets (6) 5,470 5,284
Other assets 1,329 1,558
Deferred tax assets 1,246 1,195
79,977 78,500
Current assets
Inventories 660 694
Trade accounts receivable 39,499 37,092
Current income tax assets 2,328 765
Financial assets (6) 3,237 3,216
Other assets 4,147 3,092
Cash and cash equivalents 18,337 32,430
68,208 77,289
Total assets 148,185 155,789
EQUITY AND LIABILITIES 31.03.2017 30.09.2016
in KEUR
Equity (7)
Issued share capital 14,946 14,946
Capital reserve 11,228 11,228
Other reserves 531 604
Retained earnings 35,445 33,499
Share of equity attributable to equity holders of the parent 62,150 60,277
Non‐controlling interests 204 115
Total equity 62,354 60,392
Non‐current liabilities
Provisions 357 353
Post‐employment benefit liabilities 4,567 4,367
Financial liabilities (8) 22,603 21,384
Deferred tax liabilities 13,631 13,621
Other liabilities 290 296
41,448 40,021
Current liabilities
Provisions 594 863
Current income tax liabilities 1,381 1,241
Financial liabilities (8) 1,273 1,040
Trade accounts payable 12,901 12,318
Other liabilities 28,234 39,914
44,383 55,376
Total liabilities 85,831 95,397
Total equity and liabilities 148,185 155,789

Group Cash Flow Statement

from 1 October 2016 to 31 March 2017

in KEUR 10/2016 –
03/2017
10/2015 –
03/2016
Earnings before tax 10,404 9,392
Amortisation of intangible assets 2,290 2,329
Depreciation of tangible fixed assets 2,146 1,995
Financial result 317 955
EBITDA 15,157 14,671
Increase (+) / decrease (‐) in cumulative value adjustments and provisions ‐46 ‐47
Other non‐cash expense (+) and income (‐) ‐153 ‐120
Changes in assets and liabilities:
Increase (‐) / decrease (+) in trade receivables ‐2,269 ‐1,718
Increase (‐) / decrease (+) in financial assets ‐235 ‐658
Increase (‐) / decrease (+) in other assets ‐2,298 ‐487
Increase (+) / decrease (‐) in trade payables 470 1,961
Increase (+) / decrease (‐) in other liabilities ‐961 ‐5,080
Income tax paid ‐4,740 ‐1,566
Cash flow from operating activities 4,925 6,956
Purchase of intangible, tangible fixed and other assets ‐2,871 ‐2,794
Sale of intangible, tangible fixed and other assets 157 702
Purchase of consolidated equity interests ‐2,430 0
Interest received 140 153
Cash flow from investing activities ‐5,004 ‐1,939
Cashflow from loans and long‐term financial liabilities 5 0
Repayment of loans and long‐term financial liabilities ‐6 ‐12,000
Interest paid ‐46 ‐251
Repayment of finance leases ‐594 ‐620
Increase in shareholding in consolidated equity interests
Dividend payments to shareholders, non‐controlling interests and other parties ‐5,490 ‐4,987
Cash flow from financing activities ‐14,011 ‐17,858
Increase / decrease in cash and cash equivalents ‐14,090 ‐12,841
Effect of exchange rate fluctuations on cash funds ‐24 13
Change in cash and cash equivalents from initial consolidation of fully consolidated
equity interests 21 0
Cash funds at the beginning of the period 32,430 41,041
Cash funds at the end of the period 18,337 28,213

Statement of Changes in Equity of the Group

from 1 October 2016 to 31 March 2017

Share of equity attributable to equity holders of the parent Non‐
controlling
interests
Total share‐
holders'
equity
in KEUR Issued
share
capital
Capital
reserve
Currency
translation
Retained
earnings
1 October 2016 14,946 11,228 604 33,499 115 60,392
Earnings after tax 0 0 0 7,426 31 7,457
Other comprehensive income 0 0 ‐73 0 0 ‐73
Total comprehensive income 0 0 ‐73 7,426 31 7,384
Dividend distribution 0 0 0 ‐5,480 0 ‐5,480
Distribution to non‐controlling interests 0 0 0 0 ‐10 ‐10
Acquisition of subsidiary with non‐
controlling interests
0 0 0 0 69 69
Transactions with
owners of the company 0 0 0 ‐5,480 59 ‐5,421
31 March 2017 14,946 11,228 531 35,445 204 62,354
1 October 2015 14,946 11,228 606 26,936 89 53,805
Earnings after tax 0 0 0 6,728 42 6,770
Other comprehensive income 0 0 20 0 0 20
Total comprehensive income 0 0 20 6,728 42 6,790
Dividend distribution 0 0 0 ‐4,982 0 ‐4,987
Distribution to non‐controlling interests 0 0 0 0 ‐5 ‐5
Acquisition of subsidiary with non‐
controlling interests 0 0 0 0 0 0
Transactions with
owners of the company 0 0 0 ‐4,982 ‐5 ‐4,987
31 March 2016 14,946 11,228 626 28,682 126 55,608

Shares Held by Board Members

as at 31 March 2017

SHARES 31.03.2017
Direct
31.03.2017
Indirect
30.09.2016
Direct
30.09.2016
Indirect
Supervisory Board
Josef Blazicek 6,500 12,000 6,500 12,000
Peter Brogle 42,513 0 42,513 0
Peter Fritsch 24,000 0 24,000 0
Paul Neumann (as of 11 November 2016) 0 0
Jörgen Dalhoff 250 0 250 0
Detlef Mehlmann 0 0 0 0
Management Board
Lars Landwehrkamp 50,000 22,500 50,000 22,500
Stefan Land 32,000 0 32,000 0
155,263 34,500 155,263 34,500

Notes to the Interim Report of All for One Steeb AG

from 1 October 2016 to 31 March 2017

1. General Principles

The consolidated interim financial statements of All for One Steeb AG as at 31 March 2017 were prepared in accordance with the International Financial Reporting Standards (IFRS) as formulated by the International Accounting Standards Board (IASB). These consolidated interim financial statements comply with IAS 34 »Interim Financial Reporting«. The consolidated interim financial statements have not been audited.

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The consolidated interim financial statements take into account all current business transactions, accruals and deferrals, which in the view of the company are necessary to ensure a true and fair view of the interim results. The company believes that the information and explanations are presented properly and that they provide an accurate picture of the earnings, assets and financial situation.

2. Significant Transactions and Changes in the Scope of the Consolidation

The acquisition of 70% of the shareholdings in B4B Solutions GmbH, Graz/Austria, was closed on 1 November 2016 (see Annual Report 2015/16, note 38, Subsequent Events in the notes to the consolidated financial statements). This SAP cloud specialist has been included by way of full consolidation within All for One Steeb AG's Group financial accounting and report‐ ing since that date. Thistransaction is a business combination in accordance with IFRS 3. The purchase price forthe acquisition of the shares was KEUR 731 and an amount of KEUR 630 was paid.

All for One Steeb wantsto use thisstrategic acquisition to win over more of the midmarketsector to cloud software solutions, combine its expertise in the field of cloud applications with that of the resourcesit has taken over, and offer a complete range of cloud and industry‐specific full‐service packages from one single source.

The allocation of the fair value acquisition costs of the acquired assets and liabilities undertaken at the acquisition date and their carrying amounts immediately prior to the business combination are shown in the following table:

in KEUR Carrying amount Adjustments to
fair value
Opening carrying
value
Goodwill 0 570 570
Other intangible assets 1 471 472
Tangible fixed assets 116 116
Financial assets 2 2
Deferred tax assets 17 17
Trade accounts receivable 338 338
Current income tax assets 2 2
Other assets 47 47
Cash and cash equivalents 21 21
Total assets 544 1,041 1,585
Non‐controlling interests 0 68 68
Financial liabilities 124 124
Deferred tax liabilities 0 127 127
Trade accounts payable 212 212
Other liabilities 323 323
Total debts 659 127 854
Net assets ‐115 914 731
Purchase price 731
Assumed cash 21
Net purchase price 710

External revenues of EUR 1.6 million and a contribution of earning after taxes of minus KEUR 105 are attributable to the B4B Solutions GmbH acquisition for the period of 1 November 2016 to 31 March 2017. This includes KEUR 97 in depreciation and amortisation of the assets acquired in conjunction with the B4B Solutions GmbH acquisition.

The accumulated one‐time transaction expenses during the reporting period totalled EUR 0.2 million.

Pro Forma Disclosures (IFRS 3)

Had the initial consolidation of B4B Solutions GmbH been made at the beginning of the financial year 2016/17, then this would have resulted in pro forma revenues of EUR 148.9 million and pro forma earnings after tax of EUR 7.5 million. The pro forma figures were determined for indicative and comparative purposes only. They provide no reliable information about the operating results that would actually have been achieved had the acquisition been made at the beginning of the financial year, nor about future revenues and earnings.

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The identifiable intangible assets assumed through the acquisition are shown as follows:

OTHER INTANGIBLE ASSETS Purchase Estimated useful life
in KEUR price Months
Customer base 276 120
Orders on hand 119 4
Brand name 77 60
472

The goodwill of EUR 0.6 million consists in particular of intangible assets that can neither be identified nor recognised sepa‐ rately as an asset other than as goodwill, and include »human capital«, such as the consultants' qualifications and expertise.

All for One Steeb AG assumes that the goodwill recognised in the financial year 2016/17 will not be deductible for tax purposes.

3. Accounting and Valuation Methods

These consolidated interim financial statements were prepared using the accounting and valuation methods that applied for the consolidated financial statements as at 30 September 2016.

4. Seasonal Fluctuations

Our business is subject to various seasonal fluctuations. In addition, the signing of major contracts and the servicing of large orders can result in significant differences in sales revenues and earnings.

5. Depreciation and Amortisation

This item includes regular amortisation of intangible assets in the amount of KEUR 2,290 (comparable period: KEUR 2,329).

6. Financial Assets

The financial assets as at 31 March 2017 primarily include receivables from finance lease agreements totalling KEUR 8,264 (30 September 2016: KEUR 7,926), of which KEUR 3,167 (30 September 2016: KEUR 3,069) are current.

7. Equity

The statement of changes in equity as at 31 March 2017 especially shows an increase of KEUR 7,384 (total comprehensive income). The annual general meeting of 16 March 2017 approved a dividend for the financial year 2015/16 of EUR 1.10 per share entitled to dividends, which led to a distribution in the amount of KEUR 5,480 (prior year: KEUR 4,982). There were no other significant changes in equity to report.

8. Financial Liabilities

The financial liabilities as at 31 March 2017 include liabilitiesto financial institutesin the total amount of KEUR 20,526 (30 Sep‐ tember 2016: KEUR 20,376), of which KEUR 0 (30 September 2016: KEUR 0) are current. Financial liabilities as at 31 March 2017 also include obligationsfrom finance lease agreementstotalling KEUR 3,350 (30 September 2016: KEUR 2,048), of which KEUR 1,273 (30 September 2016: KEUR 1,040) are current. The finance lease agreements consist primarily of lease‐to‐own agreements on IT infrastructure for Managed Cloud Services, the legal ownership of which is transferred to the company upon payment of the final lease instalment.

9. Income Taxes

Of the reported income tax expense, an amount of KEUR 142 is deferred taxes (comparable period: KEUR 55).

10. Related Party Transactions

No transactions of this kind took place during the current reporting period. Additional information about related parties can be found in the Annual Report 2015/16, page 79 (note 30).

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11. Number of Voting Rights

The total number of shares with voting rights of All for One Steeb AG as at 31 March 2017 was an unchanged 4,982,000.

12. Events after the Balance Sheet Date

Acquisition of 100% of shareholdings of inside Unternehmensberatung GmbH

All for One Steeb has acquired all the shareholdings of inside Unternehmensberatung GmbH, Oldenburg, effective 1 April 2017. This transaction is a business combination in accordance with IFRS 3. The firm employs 40 people and generates sales of some EUR 8 million. The preliminary purchase price for acquiring all of the shareholdings of inside Unternehmensberatung amounted to EUR 5.2 million. In addition to this one‐time payment, the total purchase price includes additional purchase price instalments as well as a performance‐based component during a three‐year earnout phase. The transaction was funded using the company's own capital resources. The determination of the purchase price allocation isstill pending. Forthisreason, no statements can yet be made regarding the revenues and earnings of the combined company. The transaction and integra‐ tion preparation costs incurred to date have been directly recognised as an expense. The acquisition is to be merged into the All for One Steeb subsidiary KWP team HR in order to strengthen the shared business approach.

The newly founded company ALLFOYE Managementberatung GmbH, Düsseldorf, a wholly owned subsidiary of All for One Steeb AG and specialised in comprehensive consulting on all matters relating to digital transformation, commenced operations in May 2017. ALLFOYE was formed by splitting off a team of management consultants from one of All for One Steeb AG's subsidiaries.

No further events subject to disclosure occurred since 31 March 2017.

Investor Relations

Facts and Figures

Key Figures of the Share

ISIN / WKN DE0005110001 / 511 000
Market Segment Prime Standard
Date of Listing 30 November 1998
Share Capital EUR 14.95 million
Number of Shares 4,982,000 (registered shares)
Par Value EUR 3

Shareholder Structure

(Approximate distribution based on shareholder statements)
Unternehmens Invest AG 25%
UIAG Informatik‐Holding GmbH 25%
BEKO HOLDING GmbH & Co. KG 12%
Qino Capital Partners AG 10%
Management and Supervisory Board (direct and indirect) 4%

Financial Calendar

9 August 2017 Publication of Quarterly Statement as at 30 June 2017
13 December 2017 Publication of Annual and Consolidated Financial Statements 2016/17
13 December 2017 Press Conference on Annual and Consolidated Financial Statements
14 December 2017 Analyst Conference

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All for One Steeb

All for One Steeb AG (ISIN DE0005110001) is the Number 1 in the German‐speaking SAP market and a leading IT service provider. The full‐service provider's portfolio comprises end‐to‐end services and solutions across the entire IT value chain, from management and technology consulting, SAP industry solutions and cloud applications up to highly scalable hosting and cloud services out of its German data centers, where All for One Steeb is orchestrating highly available IT operations for all business‐related IT systems – including SAP solutions as well as Microsoft Exchange or SharePoint. This is why market observers also rank All for One Steeb amongst the leading IT service providers for Outsourcing and Cloud Services, SAP HANA, Business Analytics and Performance Management, Human Capital Management, Application Management Services or Com‐ munications and Collaboration.

As an SAP Platinum Partner, All for One Steeb is a reliable general contractor and serves with more than 1,300 employees over 2,000 clients in Germany, Austria and Switzerland, mainly among the manufacturing and consumer goods industry. As a founding member of United VARs, the largest global network of leading SAP partners, All for One Steeb guarantees a comprehensive consulting and service portfolio as well as the best local support in some 80 countries. In the financial year 2015/16, All for One Steeb AG achieved a turnover of EUR 266 million. The company is listed in the Prime Standard segment of the Frankfurt Stock Exchange.

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All for One Steeb AG

Gottlieb‐Manz‐Straße 1 70794 Filderstadt‐Bernhausen Germany Tel. +49 (0) 711 788 07‐0 Fax +49 (0) 711 788 07‐699

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