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INDUS Holding AG

Quarterly Report Nov 28, 2011

220_10-q_2011-11-28_3f8501a1-f998-43f6-a935-2b36ffeaa01c.pdf

Quarterly Report

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Key Figures

EUR millions Q1-Q3 2011 Q1-Q3 2010*
Sales 826.7 710.0
EBITDA 122.4 107.0
EBIT 92.6 76.2
EBT 76.7 56.8
Net result for the period (allocable to INDUS shareholders) 51.4 30.7
Operating cash flow 56.9 64.6
Cash flow from operating activities 39.7 45.8
Cash flow from investing activities -28.5 -38.5
Cash flow from financing activities -34.3 -11.3
Cash and cash equivalents 73.7 88.9
Earnings per share (in EUR) 2.55 1.77
Cash flow per share (in EUR) 1.96 2.50
Employees (number as of September 30) 6,315 5,958
Investments (number as of September 30) 39 40
EUR millions Sept. 30, 2011 Dec. 31, 2010
Total assets 1,030.1 973.1
Equity 343.9 309.5
Net debt 386.4 379.4
Equity ratio (in %) 33.4 31.8

* Previous year adjusted

CONTENTS

Letter to the Shareholders 1
Interview: Alarm Signal Euro Crisis? 2
INDUS on the Capital Market 5
Interim Management Report 6
Consolidated Interim Financial Statements as of September 30, 2011 13
Contact and Financial Calendar

PROFILE

INDUS is the leading specialist in the field of sustainable investment in German small and medium-sized companies. We mainly acquire owner-managed companies and support their business development entrepreneurially with a long-term orientation. Our subsidiaries are characterized in particular by their strong positions in specific niche markets. One of our most significant goals is to achieve lasting and solid value appreciation for our portfolio. We do this by maintaining a diversified investment structure and a corporate policy geared toward stable yields.

Letter to the Shareholders

Dear Shareholders,

The INDUS Group can once again report that the course of business was outstanding in the first nine months of 2011. Furthermore, we anticipate that this will not change in the fourth quarter of 2011. In the first three quarters, our portfolio companies generated sales of approximately EUR 827 million, 16.4% more than in the previous year´s period. The development of the key earnings figures was also highly profitable: EBIT jumped to EUR 92.6 million and the margin reached 11.2%. Although the very good orders situation in the current fiscal year led to higher prices for commodities and other materials, for the most part they could be passed on to our customers. While many expert economists spoke as early as mid-year of an economic slowdown, INDUS remained on a successful path. Since the beginning of August, the intensifying euro crisis has dominated the news and fueled fears of a renewed recession. To date, INDUS has not detected any signs of an economic downturn. On the contrary, our order backlog for the fourth quarter remains at a consistently high level.

In 2011, we not only experienced organic growth but we simultaneously executed a series of small strategic acquisitions. They involved our subsidiaries SCHÄFER, SEMET, and HORN. In sum, we completed four acquisitions representing a total sales volume of approximately EUR 20 million. Although these acquisitions will generally not be reflected in sales during the 2011 fiscal year, they will lead to a continued improvement in the performance of the individual subsidiaries. And there is another encouraging piece of news: Our major shareholder the Versicherungskammer Bayern group will subscribe for the entire capital increase announced at the beginning of November. With the proceeds of approximately EUR 37 million, we will not only be able to boost our equity again, but we will further strengthen our liquidity against the backdrop of general concerns about a deteriorating economy. This will enable us to finance corporate acquisitions at any time without relying on banks.

In view of this good overall performance, we are now setting a sales target of more than EUR 1.1 billion for the 2011 fiscal year. In addition, we plan to increase our EBIT once again significantly and reach the target of EUR 115 million. Consequently, in 2011 INDUS will achieve the highest sales and by far the best EBIT in its history.

Sincerely, The Board of Management

Helmut Ruwisch Jürgen Abromeit Dr Wolfgang Höper Dr Johannes Schmidt

INTERIM FINANCIAL REPORT SHAREHOLDERS

Is the Euro Crisis an Alarm Signal? INDUS Clearly Remains on Track for Growth Is the Euro Crisis an Alarm Signal? "INDUS Clearly Remains on Track for Growth"

The eurozone currently finds itself in a critical phase. What does the current debt crisis in individual countries mean for the eurozone and for the future of the euro? What are the potential ramifications of the situation for export-driven industrialized countries like Germany? And what does that mean for an SME company like INDUS, which is heavily dependent on exports? Answers from INDUS's perspective follow.

How does the INDUS Board of Management assess the situation in the eurozone?

Initially, the eurozone and the common euro currency were a good idea. They were desirable politically and made sense for macroeconomics. However, the primarily political motivation for the eurozone explains why the currency union agreements were incomplete from an economic point of view. The result is that today the strong are supporting the weak. The next step, which amounts to the assumption of debt by the member states, is borne of necessity and is not designed to be a lasting solution. And this is being done without the required fiscal discipline. We regard this as a risky development. If we continue to "magically multiply money," the markets will lose confidence in financial stability. Already today, this confidence has been severely shaken.

Aren't many people saying that we are on the verge of a new financial crisis?

Currently, everything is pointing in this direction. We are constantly tinkering with new rescue packages for the euro. As a result, we are well on our way to a multi-government crisis. With the euro we introduced a common currency without a common fiscal policy or even having ironed out guidelines for one. For years we have lived beyond our means and during the recent economic crisis we accumulated billions of euros of new debt. This will burden us well into the future. Systematic steps are finally necessary at this point.

But doesn't the euro provide economic advantages?

Of course it does! With its SME niche players, INDUS has clearly benefited from the formation of a common economic zone. Since the introduction of the euro, we have increased our export ratio steadily. It currently stands at 45%. Almost half of our production goes to the eurozone. The euro has not only made it easier for us to export, it has also simplified the purchase of goods and services in Europe. Today

INTERVIEW WITH JÜRGEN ABROMEIT

Jürgen Abromeit is Member of the Board of Management of INDUS Holding AG. He is responsible for M&A Coordination, Reengineering Processes, and Equity Holdings Management

we have more than 20 subsidiaries and production sites in Europe. We have an excellent network in the eurozone.

What risks does the current situation pose for the INDUS Group?

Initially, I see dangers for the real economy: A renewed recession would affect the entire German economy, certainly including INDUS, albeit to a lesser extent. Next we see risks for the internal financing of the SME sector. The debt crisis poses enormous risks for several banks, including large ones. This could lead to significant upheaval in the financial sector. There are additional currency risks, particularly for the Swiss franc. Finally, I see the potential for not insignificant interest-rate and inflation risk because currently interest rates are being held artificially low by the central banks. I feel there is a substantial inflation risk for the coming years. But overall we are very well prepared for this scenario.

What are you doing to hedge these risks?

In the operational business we have taken precautions since the last crisis to soften the blow of an economic downturn, increasing flexibility in human resources and investing significant sums in training, research and development, sales, and last but not least our plant and equipment. Even a 20% drop in sales would not be too disruptive for us. We also hedge ourselves in multiple ways with respect to our financial policies: We rely on a broad bank network, use a variety of financing instruments, and pay attention to long-term loans and agreements. In addition, we maintain a high level of net liquidity in order to be in a position to take action at any time. This temporarily increases interest expenses but ensures room for maneuver.

Thus we conduct ourselves the same way in terms of financial policy as in the operational business: We diversify the risks. Individual bank failures cannot cause us distress. The strong appreciation of the Swiss franc at the moment represents a competitive disadvantage for our three Swiss companies. In response, the relevant subsidiaries transacted their purchases predominantly in euros and conducted their strategic value creation inside the eurozone as much as possible. As far as the development of interest rates is concerned, we are locking in the current favorable interest rate level by concluding forward swaps for the next one to two years.

You already addressed the risks for the operational business. Can you be more specific with respect to INDUS?

At the moment, we do not see any signs of fundamental weakness. The third quarter was splendid, as the numbers indicate. We also expect our business to be stable in the fourth quarter. Nevertheless, the planning round for the INDUS subsidiaries was characterized by caution. The rapid catch-up phase following the crisis is, for now, largely completed. We anticipate that economic activity in Germany will be more subdued in 2012. By taking the measures described above, INDUS is practicing sustainable risk management. Next year we intend for our Group to continue to grow. We have set ourselves the goal of significantly outperforming the sector again. We are also pursuing additional external growth through purchases, in the case that the economy actually weakens. Over the medium term, meaning the next three years, I see INDUS on a stable trajectory under the slogan "profitable growth," despite the possibly slack economy.

HAUFF-TECHNIK: 25 YEARS OF SUCCESSFUL GROWTH IN THE INDUS GROUP

Through far-sightedness and open-mindedness, HAUFF-Technik achieved success during the past 25 years: Since it was purchased by INDUS, the company was able to increase its sales by almost EUR 30 million. Between 2008 and 2010, the mid-size specialist grew twice as fast as the sector. At HAUFF-Technik, 130 employees working in three plants develop and produce about 3,000 products for the manufacture of sealing systems for cable and pipe

ducts. The German company based in Herbrechtigen in Baden-Württemberg is growing thanks to its enthusiasm for innovation.

In 2011, HAUFF-Technik was ranked as one of the 100 most innovative German SME companies for the

second time in a row. As a result, Lothar Späth, the minister-president of Baden-Württemberg, awarded the company the coveted "Top 100" seal of approval. HAUFF-Technik's developments include a patented system for installing fiber optic cables in a building quickly, safely, and economically (membrane injection system).

HORN: STRATEGIC STRENGTHENING IN GREAT BRITAIN AND GERMANY

In an expanded line-up, the specialist for fueling technology and repair shop solutions will open up new potential markets in the future: On October 1, HORN acquired Pneumatic Components Limited (PCL) in the British city of Sheffield. PCL is the worldwide market leader in analog

and digital systems for tire-filling technology and related activities. Along with the corporate headquarters in Sheffield, there

are additional subsidiaries in the USA, India, and China. In 2011, PCL expects EUR 12 million in sales with a worldwide workforce of about 120 employees.

The second acquisition is the tank truck metering division of Hectronic GmbH, Bonndorf, Germany. This division develops and produces systems for the calibrated, temperature-compensated release of liquid substances from tank trucks. PCL and HORN optimally complement each other in terms of product ranges, market presentation, and market access. Considerable potential also exists with regard to development, purchasing, and product optimization.

Established in 1944, HORN develops and manufactures fueling systems and oil management systems for the petroleum industry and technical components for commercial and other vehicles' repair shops. The company has been part of the INDUS Group since 1991.

INDUS on the Capital Market

The market uncertainty led to a sharp drop in share prices in the summer of 2011. Since then prices have been on a roller coaster. While the financial markets were gripped by the possible economic ramifications of the political unrest in Northern Africa and the Japanese nuclear plant disaster in the first half of the year, now the sole theme is the "debt crisis." The real economy still appears to be relatively unaffected. Particularly in Germany, figures are stable, with 2011 seeing much success in the economy.

INDUS Group Experiences Share Price Volatility Despite Stable Economy

The INDUS share essentially tracked the SDAX benchmark index during the past nine months. Since midyear, the share has compensated for the relatively weak performance in the first half of the year. On July 5, it reached a high for the year of EUR 24.90. Positive statements about the course of the 2011 fiscal year and the reiteration of sales and profit forecasts at the Annual Shareholders' Meeting may have produced a stimulative impact. Despite the Group's continuing good performance, the INDUS share lost considerable ground in early August as a result of the capital market uncertainty, reaching a year low of EUR 16.80 on August 19. Positive corporate news, such as the mid-year results announced at the end of August, provided only short-term support for the share's development.

[ Development INDUS Share 2011 ]

As of September 30, the share price was EUR 18.90. That corresponds to a modest price decline of approximately 16% since the beginning of 2011. Over the comparison period, the SDAX and the DAX lost 18% and 21% respectively. On average, a total of 44,337 shares were traded daily in the first nine months on all domestic stock exchanges (annual average for 2010: 38,479 shares). At the end of September, the market capitalization of INDUS Holding AG amounted to around EUR 382 million.

Major Shareholder VKB Increases Share

On November 3, the Board of Management and the Supervisory Board approved a cash capital increase of 10%, making partial use of authorized capital with the exclusion of shareholder subscription rights. The resolution was announced in an ad-hoc statement. The subscription price of the approximately two million shares comprised the weighted average price from the last five trading days prior to the resolution. At this price, INDUS granted a parcel markdown of 2.5%. In return, the largest single shareholder, the Versicherungskammer Bayern group, declared its readiness to subscribe for all of the new shares at an issuing price of EUR 18.40 per share. The company's capital stock is thereby being increased by EUR 5,253,825.20 from EUR 52,538,291.22 to EUR 57,792,116.42. The new shares are fully entitled to share in the profits for the 2011 fiscal year. They were registered without a prospectus for trading in the regulated market (Prime Standard) of the Frankfurt and Düsseldorf stock exchanges. The capital increase is generating gross proceeds of EUR 37,180,916.80 for INDUS Holding AG.

The Versicherungskammer Bayern group has subscribed for the shares as part of its long-term capital investment strategy. Its stake in the company thereby increases from about 9.1% to about 17.4%. The Board of Management is convinced that plans to boost the company's underlying equity and liquidity provide a stable foundation for continued corporate development in view of deteriorating economic conditions. In addition, it will open up additional opportunities for INDUS Holding AG to acquire new portfolio companies.

Interim Management Report

  • Sales Improved by 16% in First Nine Months of 2011 Fiscal Year, EBIT Raised by 22%
  • Net Income for Year Rises by 67% to EUR 51.4 Million
  • Outlook for Full Year 2011 Improved: Sales Target Increased over EUR 1.1 Billion, EBIT of EUR 115 Million Expected
Business Environment and Development 7
Opportunities and Risks 11
Events after the Reporting Date 11
Outlook 12

BUSINESS ENVIRONMENT AND DEVELOPMENT

Macroeconomic Trend: Stable Growth of Real Economy, Turbulent Markets Due to Government Debt Crisis

The upturn in the global economy that was still perceptible at mid-year weakened in the third quarter. However, conditions in Japan and the USA have improved somewhat. Japan was able to recover surprisingly quickly from the tsunami disaster in the spring and already by August managed to reach the production level of the beginning of the year.

By contrast, the situation in the eurozone has deteriorated substantially. That also applies to Germany. The mood at companies has darkened noticeably. This can be traced to the demand outside the eurozone, which is no longer as fierce as it was. The current trend of the government debt crisis, which has grown increasingly acute since summer, poses an even greater threat. Greece, Portugal, and Spain are experiencing recession. Italy and France are heading in the same direction.

In Germany the economy expanded slightly in the third quarter. Nevertheless, early indicators are signaling that German companies will also encounter an economic slowdown. The gross domestic product grew by only 0.5% from the previous quarter. Economic experts are also taking these developments into account. In their recently published fall reports, the economic research institutes assumed that the pace of growth would slow significantly to a real increase in GDP of 0.8% for the coming year, following growth currently estimated at 2.9% for 2011.

Total Sales in First Nine Months Already at About EUR 827 Million

INDUS Holding AG's Group sales reached EUR 826.7 million in the first nine months of 2011 (previous year: EUR 710.0 million). The cost of materials increased with the orders situation to EUR 420.0 million (previous year: EUR 342.1 million). The cost of materials ratio of 50.8% was higher than in the previous year (previous year: 48.2%), driven partly by higher raw material prices and partly by increased expenses for purchased services, particularly contracting. Personnel expenses grew nominally from EUR 189.1 million to EUR 216.7 million. However, the slightly lower personnel expense ratio of 26.2% (previous year: 26.6%) confirms that the subsidiaries are maintaining strict management of their personnel-related fixed costs. Compared to the employee count at mid-year, the INDUS Group has a total of 135 fewer employees as of September 30, 2011. The reduction is entirely attributable to the expiration of time-limited contracts.

Earnings Position: Uninterrupted Earnings Growth

INDUS Holding AG's business has made very good progress in the first three quarters of 2011. Sales in all areas have surged due to uninterrupted strong demand. In the first nine months, the segment companies generated sales that were around EUR 117 million higher than in the same period of the previous year. The EBIT margin expanded continuously over the first three quarters of 2011: from 10.7% in the first quarter to 11.2% in the second quarter and 11.6% in the third quarter.

EBIT in First Nine Months Reaches EUR 92.6 Million

Earnings before interest, taxes, depreciation, and amortization (EBITDA) grew from EUR 107.0 million to EUR 122.4 million. At EUR 29.8 million, writedowns were almost on the same level as the comparison period (previous year: EUR 30.9 million). The operating result before interest and taxes (EBIT) of EUR 92.6 million as of September 30, 2011 was more than EUR 16 million higher than in the comparison period of 2010 (previous year: EUR 76.2 million). As a result, INDUS Holding AG achieved a further improved EBIT margin of 11.2% in the first nine months of the year (previous year: 10.7%).

At EUR 16.8 million, operating interest expenses were well below the previous year's amount of EUR 19.3 million. Interest income of EUR 0.5 million remained at the low level in evidence since the financial crisis. Including IFRS interest, this led to lower expenses for total net interest of EUR 16.0 million, compared to EUR 19.3 million in the same period of the previous year. As a result, earnings before taxes (EBT) rose sharply to EUR 76.7 million (previous year: EUR 56.8 million).

Tax expenses in the Group of EUR 24.5 million were disproportionately low compared to the previous year and remain at a low level (previous year: EUR 23.4 million). Excluding non-controlling interests, the result for the period of EUR 51.4 million improved by about 67% from the first nine months of 2010 (EUR 30.7 million). This corresponds to earnings per share of EUR 2.55 (previous year: EUR 1.77).

Course of Business in the Segments

INDUS Holding AG's investment portfolio is structured in five segments: Construction/Infrastructure, Automotive Components/Engineering, Engineering, Medical Engineering/Life Science, and Metal/Metal Processing. The investment portfolio encompassed 39 operating units as of September 30, 2011.

■ INDUS Construction/Infrastructure Segment: Private Residential Construction Remains the Growth Driver

From January to August, the entire industry recorded nominal growth in sales of 11.9%. Accordingly, construction firms view their business situation positively: according to the fall survey of the German Association of Chambers of Commerce, 93% of construction firms regarded their current business situation as good or satisfactory. This level was not even achieved during the building boom from 2006 to 2008. As before, the positive trend is being driven by residential construction. The primary contributing factors were improved income expectations, low interest rates, and renewed investor interest in real estate. Correspondingly, the number of residential construction approvals rose in the first eight months of the year by 23.3% for single-family housing and 24.7% for multi-family housing.

The INDUS portfolio companies in the Construction segment achieved a significant increase in sales as a result of their good market position. They generated sales of EUR 176.6 million, about 17% more than in the same period of the previous year (EUR 151.2 million). Without exception, all of the segment companies enjoyed higher sales. The margin improvement trend already evident at mid-year continued. Earnings before interest and taxes (EBIT) improved by 34% to EUR 28.9 million. The EBIT margin reached a peak of 16.4% after the third quarter. This very good result was, however, partially influenced by one-time effects related to the billing of several major projects.

EUR millions Q1-Q3
2011
Q1-Q3
2010
Sales 176.6 151.2
EBIT 28.9 21.5
EBIT margin in % 16.4 14.2
Depreciation/
amortization 3.7 3.7
Capital expenditure 7.7 4.8

■ INDUS Automotive Components/Engineering Segment: Strong Orders Situation and Many New Projects

From January to October, new car registrations in Germany rose by about 10% to more than 2.6 million. The market share of German car brands registered exceeded 71%. Exports also continued to demonstrate stability. Since the beginning of the year, German manufacturers exported approximately 3.8 million vehicles. The high level of international competitiveness of the German automotive industry is documented by the fact that incoming orders from abroad have increased continuously for more than two years. So far this year, German manufacturers have produced more than 4.9 million vehicles in the domestic market (up 6%). For the entire year, the sector continues to expect new record levels of production and exports. The increase in manufacturing at the plants is primarily attributable to robust export demand.

The companies in the Automotive Components/ Engineering segment are benefiting from sustained high demand for German premium brands as well as their export strength. Sales rose from EUR 207.1 million in 2010 to now EUR 250.0 million. In addition, the companies have received many new projects over the course of the year related to the development of environmentally friendlier cars. Earnings before interest and taxes (EBIT) of EUR 16.7 million grew faster than sales. Consequently, the EBIT margin rose from 5.0% in the same period of the previous year to 6.7%.

EUR millions Q1-Q3
2011
Q1-Q3
2010
Sales 250.0 207.1
EBIT 16.7 10.3
EBIT margin in % 6.7 5.0
Depreciation/
amortization 15.0 15.6
Capital expenditure 12.4 12.4

■ INDUS Engineering Segment: Peak Economic Performance to be Achieved by Year-End

Currently, the German engineering sector is flourishing compared with other sectors. Engineering firms anticipate 14% growth for all of 2011. This would correspond to total production of EUR 188 billion (2010: EUR 163 billion). In the first seven months of the year, engineering production in Germany increased by 16.4% in real terms, while exports rose nominally by 18.2% in the first six months. However, companies expect the pace of growth to subside in the coming months. Individual countries in Asia and South America are already hitting the brakes on credit in order to forestall additional economic overheating and inflationary price increases. In addition, sustained volatility in the financial markets has left its imprint on early indicators. The real machinery production curve should reach its peak during 2012.

The INDUS companies in the Engineering segment performed in line with the trend in the first nine months of 2011. Once again sales grew significantly by about 12% to EUR 102.4 million (previous year: EUR 91.7 million), while earnings before interest and taxes (EBIT) rose by a much faster 30% to EUR 13.9 million (previous year: EUR 10.7 million). All segment companies continued to record good incoming orders and a high level of order backlog. The EBIT margin improved to 13.6% (previous year: 11.7%).

EUR millions Q1-Q3
2011
Q1-Q3
2010
Sales 102.4 91.7
EBIT 13.9 10.7
EBIT margin in % 13.6 11.7
Depreciation/
amortization 1.4 1.4
Capital expenditure 1.9 1.0

■ INDUS Medical Engineering/Life Science Segment: Stability Due to Good Consumer Climate

Despite the ongoing government debt crisis, the GfK Group's consumer climate index is forecasting a value of 5.3 points in November following 5.2 points in October. Despite the crisis and increasing fears of a recession, the consumer climate may even improve slightly. With respect to their income expectations and propensity to buy, consumers remain optimistic. Both indicators are benefiting from the good employment situation and wage increases seen this year. Ongoing discussions about the government debt crisis as well as the threatened insolvency of Greece are unsettling consumers while putting pressure on the banking system. Experts are viewing the economic outlook in coming months correspondingly negatively.

The Medical Engineering/Life Science segment generated sales of EUR 65.8 million, approximately 6% higher than in the comparison period, reflecting the good consumer climate. The segment companies achieved earnings before interest and taxes (EBIT) of EUR 10.3 million, compared to EUR 10.0 million in the previous year, driven by both extraordinary and operational effects. The EBIT margin reached 15.7% (previous year: 16.1%).

EUR millions Q1-Q3
2011
Q1-Q3
2010
Sales 65.8 62.2
EBIT 10.3 10.0
EBIT margin in % 15.7 16.1
Depreciation/
amortization 2.0 2.4
Capital expenditure 1.8 1.2

■ INDUS Metal/Metal Processing Segment: High Capacity Utilization Yields Stable Earnings

The metal and electronics industry required three years after the crisis-driven downturn in 2008/2009 to recover its previous level and regain its balance. Since mid-year, the growth dynamic has been slowing and the companies' expectations have continued to erode. In September, the business outlook fell back into negative territory for the first time in two years. In July and August, the sector even recorded two months of declines in incoming orders. It is still unclear whether this is merely a statistical phenomenon or an early sign of a turning point. At the very least, however, it attests to a certain lack of confidence on the part of customers.

The companies in the Metal/Metal Processing segment followed a similar pattern: While 2010 was still characterized by a distinct upward trend, the growth curve is now flattening gradually. Although sales of EUR 232.0 million grew in the first nine months of the year by 17% from the comparison period (previous year: EUR 197.6 million), earnings before interest and taxes (EBIT) of EUR 27.3 million experienced below-trend development and fell short of the previous year's level of EUR 28.6 million. The EBIT margin of 11.8% is already displaying the effects of sharply higher purchase prices for raw materials since the beginning of the year.

EUR millions Q1-Q3
2011
Q1-Q3
2010
Sales 232.0 197.6
EBIT 27.3 28.6
EBIT margin in % 11.8 14.5
Depreciation/
amortization 7.3 7.5
Capital expenditure 8.2 20.9

Employees: Number of Employees Increased

The positive development of the labor market in Germany has continued in 2011. The number of unemployed has declined. The figures for employment and jobs subject to social insurance contributions continue to increase and the demand for labor is high. The unemployment rate reached 6.5% in October. The companies of the INDUS Group have boosted the number of employees in line with the orders situation. Currently, the Group has 6,315 employees. Nevertheless, the ratio of personnel expenses to sales remained constant at approximately 26%. Personnel expenses do not include costs for temporary work, which are allocated as purchased services to cost of materials. About 18% of the employment contracts are fixed-term.

Q1-Q3 Q1-Q3 Total year
2011 2010 Ø 2010
Employees 6,315 5,958 6,036

Financial and Assets Position: Continued High Liquidity Creates Leeway

Based on earnings after taxes of EUR 52.2 million (previous year: EUR 33.4 million), operative cash flow reached EUR 56.9 million in the third quarter of 2011. The high demand experienced by almost all subsidiaries in both the second and third quarters of 2011 meant a significant increase in working capital, which in turn led to the operative cash flow coming in at less than the previous year's total of EUR 64.6 million. Along with the fall in interest rates, the cost of interest paid fell in the first nine months of 2011 to EUR 17.7 million (previous year: EUR 19.2 million) and improved the cash flow from operating activities, which amounted to EUR 39.7 million (previous year: EUR 45.8 million). Cash flow from investing activities sank from EUR -38.5 million in 2010 to currently EUR -28.5 million, due to canceled investments. The cash flow from financing activities decreased from EUR -11.3 million to EUR -34.3 million. This is due to the dividend payment, which increased by around EUR 9 million compared to last year, and most of all, due to higher credit repayments of EUR 16 million in relation to the volume of new loans. Cash and cash equivalents reached EUR 73.7 million as of September 30, 2011, despite the effects mentioned (previous year: EUR 88.9 million).

Equity Ratio Stable at 33.4%

The total assets of INDUS Holding AG, which amounted to EUR 1,030.1 million as of September 30 (Dec. 31, 2010: EUR 973.1 million) have grown vigorously as a result of the very good performance of the economy. However, cash and cash equivalents declined from EUR 96.8 million to EUR 73.7 million, partly reflecting the dividend distribution at the beginning of July. Still liquidity remains at a high level. Accounts receivable and inventories increased by a total of about EUR 82.4 million due to the good orders situation. The Group's equity of EUR 343.9 million climbed again from the end of 2010 (Dec. 31, 2010: EUR 309.5 million). As a result, the equity ratio remained at an elevated 33.4%, the same as at mid-year (Dec. 31, 2010: 31.8%). The Group's net debt amounted to EUR 386.4 million (Dec. 31, 2010: EUR 379.4 million).

OPPORTUNITIES AND RISKS

INDUS Holding AG and its portfolio companies are exposed to a multiplicity of risks as a result of their national and international activities. Entrepreneurial action is inextricably linked with risk-taking. At the same time, this enables the company to seize new opportunities and, thereby, safeguard and strengthen the position on the market occupied by its portfolio companies. The company operates an efficient risk management system for the early detection, comprehensive analysis, and systematic handling of risks.

The structuring of the risk management system and the significance of particular risks are discussed in detail in the 2010 annual report on pages 46 to 51. It is stated there that the company does not view itself as subject to any risks that could endanger its continued existence as a going concern. The annual report for INDUS Holding AG can be downloaded free of charge at www.indus.de.

EVENTS AFTER THE REPORTING DATE

On November 3, the Board of Management of INDUS Holding AG, with the approval of the Supervisory Board, agreed to a cash capital increase making partial use of authorized capital and excluding shareholder subscription rights. 2,020,702 no-parvalue bearer shares with a rounded notional share in the capital stock of EUR 2.60 per share were offered for an issuing price of EUR 18.40 per share. The company's capital stock was thereby increased by EUR 5,253,825.20 from EUR 52,538,291.22 to EUR 57,792,116.42. The new shares are fully entitled to share in the profits for the 2011 fiscal year. They were registered without a prospectus for trading in the regulated market (Prime Standard) of the Frankfurt and Düsseldorf stock exchanges. The capital increase is generating gross proceeds of EUR 37,180,916.80 for INDUS.

The new shares were acquired in their entirety by the Versicherungskammer Bayern group, which subscribed for the shares as part of its long-term capital investment strategy. As a result, the Versicherungskammer Bayern group increased its existing stake in the company from the reported 9.09% to 17.36%. The Board of Management welcomes the current boost to the company's underlying equity and liquidity given the deteriorating economic conditions. Consequently, INDUS will benefit from an expanded stable foundation for continued corporate development and ensure itself additional opportunities for the acquisition of portfolio companies.

OUTLOOK

Forecast Increased Due to Good Economic Conditions in 2011

For 2011, INDUS is assuming stable business conditions. The current order backlog for the entire Group remains high – despite the crisis mood in the financial markets. We expect that the fourth quarter of 2011 will be spared any major downturns, but will end on a slightly weaker note than the third quarter. Therefore, INDUS is confident about the 2011 fiscal year. The continuous improvement in the Group's EBIT margin over the course of the year demonstrates not only that our portfolio companies were able to pass on rising raw material prices to their customers in the first half of the year, but also that they maintained lean and efficient production structures. In view of the very good results in recent quarters, we assume that we will be able to surpass our announced targets for sales and earnings from the beginning of the year by a wide margin. For the entire year, INDUS expects sales in excess of EUR 1.1 billion and EBIT in the order of EUR 115 million. This puts us entirely within our target EBIT range of more than 10%.

For 2012, INDUS is projecting a slowdown in economic growth. Signs of a crisis are currently not discernible at the INDUS Group. However, it is impossible to estimate how external factors, such as the current euro debt crisis, could impair business conditions.

Consolidated Interim Financial Statements

  • Total Assets Excess the Mark of EUR 1 Billion
  • Equity Rises up to EUR 344 Million
  • Cash and Cash Equivalents of EUR 74 Million
Consolidated Statements of Income 14
Statements of Income and Accumulated Earnings 14
Consolidated Statement of Financial Position 16
Consolidated Statement of Cash Flows 17
Consolidated Statement of Equity 18
Notes 19

Consolidated Statement of Income

EUR '000 Notes Q1-Q3 2011 Q1-Q3 2010
Sales 826,664 709,963
Other operating income 9,744 9,654
Own work capitalized 2,137 1,547
Change in inventories 25,363 11,381
Cost of materials [3] -420,046 -342,088
Personnel expenses [4] -216,748 -189,089
Depreciation and amortization [5] -29,792 -30,870
Other operating expenses [6] -104,858 -94,552
Income from shares accounted for using the equity method 0 61
Other financial result 169 151
Operating result (EBIT) 92,633 76,158
Interest income 462 514
Interest expenses -16,443 -19,838
Net interest [7] -15,981 -19,324
Earnings before taxes 76,652 56,834
Taxes [8] -24,478 -23,388
Income from discontinued operations [1] 0 -1,785
Earnings after taxes 52,174 31,661
of which allocable to non-controlling shareholders -736 -944
of which allocable to INDUS shareholders 51,438 30,717
Basic earnings per share in EUR [2] 2.55 1.77

Statement of Income and Accumulated Earnings

EUR '000 Q1-Q3 2011 Q1-Q3 2010
Earnings after taxes 52,174 31,661
Currency translation adjustment 358 -744
Change in the market values of derivative financial instruments 64 -1,252
Netting of deferred taxes -10 198
Income and expenses recognized directly in equity 412 -1,798
Total income and expenses recognized in equity 52,586 29,863
of which non-controlling interests 736 945
of which allocable to INDUS shareholders 51,850 28,918

Consolidated Statement of Income

EUR '000 Notes Q3 2011 Q3 2010
Sales 287,642 259,623
Other operating income 1,482 2,913
Own work capitalized 1,144 458
Change in inventories 4,547 3,995
Cost of materials [3] -142,856 -126,455
Personnel expenses [4] -73,157 -66,803
Depreciation and amortization [5] -9,901 -10,483
Other operating expenses [6] -35,671 -33,647
Income from shares accounted for using the equity method 0 61
Other financial result 65 -6
Operating result (EBIT) 33,295 29,656
Interest income 188 220
Interest expenses -6,294 -6,316
Net interest [7] -6,106 -6,096
Earnings before taxes 27,189 23,560
Taxes [8] -8,714 -10,124
Income from discontinued operations [1] 0 0
Earnings after taxes 18,475 13,436
of which allocable to non-controlling shareholders -310 -298
of which allocable to INDUS shareholders 18,165 13,138
Basic earnings per share in EUR [2] 0.90 0.72

Statement of Income and Accumulated Earnings

EUR '000 Q3 2011 Q3 2010
Earnings after taxes 18,475 13,436
Currency translation adjustment 497 -1,877
Change in the market values of derivative financial instruments -1,073 197
Netting of deferred taxes 170 -30
Income and expenses recognized directly in equity -406 -1,710
Total income and expenses recognized in equity 18,069 11,726
of which non-controlling interests 310 298
of which allocable to INDUS shareholders 17,759 11,428

Consolidated Statement of Financial Position

ASSETS
Goodwill
290,522
289,573
Intangible assets
[9]
17,329
17,071
Property, plant, and equipment
[10]
241,448
244,460
Financial assets
8,981
8,552
Shares accounted for using the equity method
1,324
1,324
Other noncurrent assets
1,239
1,415
Deferred taxes
2,709
2,747
Noncurrent assets
563,552
565,142
Cash and cash equivalents
73,698
96,840
Accounts receivable
[11]
144,892
117,617
Inventories
[12]
233,846
178,756
Other current assets
10,063
7,944
Current income taxes
4,096
6,790
Current assets
466,595
407,947
1,030,147
Total assets
973,089
EQUITY AND LIABILITIES
Paid-in capital
206,329
206,329
Generated capital
135,148
101,484
Equity held by INDUS shareholders
341,477
307,813
Non-controlling interests in the equity
2,412
1,676
Group equity
343,889
309,489
Noncurrent financial liabilities
351,660
326,417
Provisions for pensions
15,985
15,541
Other noncurrent provisions
2,809
2,788
Other noncurrent liabilities
14,789
14,784
Deferred taxes
17,637
15,743
Noncurrent liabilities
402,880
375,273
Current financial liabilities
108,474
149,814
Trade accounts payable
48,593
36,053
Current provisions
56,744
43,882
Other current liabilities
60,749
51,225
Current income taxes
8,818
7,353
Current liabilities
283,378
288,327
1,030,147
Total equity and liabilities
973,089

Consolidated Statement of Cash Flows

EUR '000 Q1-Q3 2011 Q1-Q3 2010*
Income after taxes generated by continuing operations 52,174 33,446
Depreciation/Write-ups:
of noncurrent assets (excluding deferred taxes) 29,792 30,870
Taxes 24,478 23,388
Net interest 15,981 19,324
Cash earnings of discontinued operations 0 -1,492
Income from companies accounted for using the equity method 0 -61
Other non-cash transactions 360 -1,130
Changes in provisions 12,736 17,407
Increase (-) / decrease (+) in inventories, trade accounts receivable and other assets
not allocable to investing or financing activities -80,489 -58,900
Increase (+) / decrease (-) in trade accounts payable and other liabilities not allocable
to investing or financing activities 20,234 13,892
Income taxes received/paid -18,393 -12,732
Dividends received 0 570
Operating cash flow 56,873 64,582
Interest paid -17,659 -19,247
Interest received 462 514
Cash flow from operating activities 39,676 45,849
Cash outflow from investments in
property, plant, and equipment and intangible assets -27,039 -36,819
financial assets -926 -609
shares in fully consolidated companies -1,091 -4,199
Cash inflow from the disposal of
shares in fully consolidated companies 0 239
other assets 533 2,900
Cash flows investing activities of discontinued operations 0 -5
Cash flow from investing activities -28,523 -38,493
Dividend payment -18,186 -9,185
Cash inflows from the assumption of debt 100,868 54,934
Cash outflows from the repayment of debt -116,965 -57,062
Cash flow from financing activities of discontinued operations 0 0
Cash flow from financing activities -34,283 -11,313
Net cash change in financial facilities -23,130 -3,957
Changes in cash and cash equivalents caused by currency exchange rates -12 -666
Cash and cash equivalents at the beginning of the period 96,840 93,506
Cash and cash equivalents at the end of the period 73,698 88,883
Cash transactions related to the sale of investments 0 600
plus financial liabilities sold 0 0
minus financial facilities sold 0 -361
Net sale proceeds 0 239
Cash transactions related to the purchase of investments -1,052 -4,199
plus financial liabilities assumed -48 0
minus financial facilities purchased 9 0
Net purchase price -1,091 -4,199

*Previous year's figures adjusted

Severance payments for non-controlling shareholders in connection with the full goodwill method of accounting, which came due in 2010, are included in payments for capital expenditure for property, plant, and equipment and intangible assets.

Consolidated Statement of Equity

Jan. 1 - Sept. 30, 2011 Opening
balance
Dividend Recognised
income
Closing
balance
EUR '000 Jan. 1, 2011 payment and expenses Sept. 30, 2011
Q1 to Q3 of 2011
Subscribed capital 52,538 0 0 52,538
Capital reserve 153,791 0 0 153,791
Paid-in capital 206,329 0 0 206,329
Accumulated earnings 106.969 -18,186 51,438 140,221
Currency translation reserve -1,332 0 358 -974
Reserve for the marked-to-market
valuation of financial instruments -4,153 0 54 -4,099
Capital generated 101,484 -18,186 51,850 135,148
Equity held by INDUS shareholders 307,813 -18,186 51,850 341,477
Interests allocable to non-controlling
shareholders 1,676 0 736 2,412
Group equity 309,489 -18,186 52,586 343,889
Jan. 1 - Sept. 30, 2010 Opening
balance
Dividend Recognised
income
Closing
balance
EUR '000 Jan. 1, 2010 payment and expenses Sept. 30, 2010
Q1 to Q3 of 2010
Subscribed capital 47,762 0 0 47,762
Capital reserve 125,168 0 0 125,168
Paid-in capital 172,930 0 0 172,930
Accumulated earnings 69,554 -9,185 30,716 91,085
Currency translation reserve 2,080 0 -744 1,336
Reserve for the marked-to-market
valuation of financial instruments -4,586 0 -1,054 -5,640
Capital generated 67,048 -9,185 28,918 86,781
Equity held by INDUS shareholders 239,978 -9,185 28,918 259,711
Interests allocable to non-controlling
shareholders 1,736 0 945 2,681
Group equity 241,714 -9,185 29,863 262,392

Reserves for currency translation and the marked-to-market valuation of financial instruments include unrealized gains and losses. The reserve for the marked-to-market valuation of financial instruments exclusively includes the effective portions of the interest-rate hedges.

Given the theoretical retirability of shares by non-controlling shareholders, the non-controlling interests in the capital of the company are not disclosed under equity, but under other liabilities. This is ordinarily the case at German limited partnerships. At corporations, it depends on how call and put options are structured.

Notes

GENERAL INFORMATION

INDUS Holding AG, based in Bergisch Gladbach, Germany, entered in the Cologne commercial register (HRB 46360), prepared its consolidated interim financial statements for 2011 in accordance with International Financial Reporting Standards (IFRS) and the interpretation of such by the International Financial Reporting Interpretations Committee (IFRIC) as endorsed by the European Union. The consolidated financial statements are prepared in euros (EUR). Unless otherwise indicated, all amounts are stated in thousands of euros (EUR '000).

These interim financial statements are prepared in accordance with IAS 34 in condensed form. The interim report has not been audited and was not subject to a perusal or review by an auditor.

New obligatory standards are reported on separately in the section "Changes in Accounting Guidelines." Otherwise, the same accounting methods are applied as in the consolidated financial statements for the 2010 fiscal year. They are described there in detail. Since this quarterly report does not provide the comprehensive information of the annual financial statements, these financial statements should be considered within the context of the last annual financial statements.

In the Board of Management's view, this quarterly report includes all of the usual ongoing adjustments that are necessary for an appropriate presentation of the Group's net assets, financial, and earnings position. The results achieved in the 2011 fiscal year do not necessarily predict future business performance.

The preparation of consolidated interim financial statements is influenced by accounting and valuation principles and requires assumptions and estimates to be made which have an impact on the recognized value of the assets, liabilities, and contingent liabilities, as well as on income and expenses. When estimates are made regarding the future, actual values may deviate from the estimates. If the original basis for the estimates changes, the statement of the relevant items is adjusted through profit and loss.

CHANGES IN ACCOUNTING GUIDELINES

All obligatory accounting standards in effect as of the 2011 fiscal year have been implemented in these interim financial statements.

To be applied for the first time in the 2011 fiscal year are the revised version of IAS 24 "Related Party Disclosures" as well as amendments to IFRS 2010 ("Improvements to the International Financial Reporting Standards"). The guidelines to be applied for the first time in the 2011 fiscal year have no material impact on the presentation of the net assets, financial, and earnings position.

SCOPE OF CONSOLIDATION

In the consolidated interim financial statements, all subsidiary companies are fully consolidated if INDUS Holding AG has the direct or indirect possibility of influencing the companies' financial and business policy for the benefit of the INDUS Group. Associated companies of which the financial and business policy can be significantly influenced are consolidated using the equity method. Companies purchased during the course of the fiscal year are consolidated as of the date on which control over their finance and business policy is transferred. Companies which are sold are no longer included in the scope of consolidation as from the date on which the business is transferred. After the date on which the decision is made to divest the company in question, they are classified as "held for sale."

BUSINESS COMBINATIONS IN ACCORDANCE WITH IFRS 3

Effective from January 1, 2010, INDUS Holding AG acquired a 60% ownership and voting rights stake in the Swiss company HAKAMA AG in Bättwil near Basel and expanded its business activities to Switzerland in the process. The previous owners will remain as managing directors of HAKAMA AG with their 40% shareholding.

In connection with the acquisition of the 60% shareholding in HAKAMA AG, reciprocal call/put option agreements were concluded for the remaining 40% of the shares with essentially identical exercise conditions for both sides. The options can be mutually exercised for the first time as of December 31, 2014 or, in the case of an earlier departure of non-controlling shareholders from management, at the time of departure. The combination of the two options provides for the immediate passing of the economic ownership of the shares embodied in the option. Accordingly, the company acquisition is presented as if 100% of the shares had been acquired.

The fair value of the entire consideration transferred for the acquisition of HAKAMA AG amounted to EUR 5,631,000 at the time of acquisition, of which EUR 4,199,000 was cash and EUR 1,432,000 was made up of contingent purchase price obligations. The latter results from the aforementioned reciprocal call/put option agreements. The contingent purchase price obligations were measured at the present value of the option price to be paid, which consists primarily of a fixed-price component.

The company acquisition included noncurrent assets of EUR 14,749,000 and current assets of EUR 3,559,000. No financial resources were acquired. The company acquisition entailed the assumption of noncurrent liabilities of EUR 10,822,000 and current liabilities of EUR 1,855,000. These noncurrent liabilities primarily involve finance leases.

The company contributed sales of EUR 15.2 million and EBIT of EUR 1.2 million to consolidated net income in the first three quarters of 2010. The company was assigned to the Metal/Metal Processing segment.

Effective June 1, 2011, SEMET Maschinenbau GmbH & Co. KG acquired RIMAC Maschinen & Anlagen GmbH based in Mauer, Germany. Primarily synergies in the production area in fundamentally different sales markets played a role in the acquisition of the company. Consequently, goodwill of only EUR 950,000 was determined in the preliminary purchase price allocation. The purchase price of the sub-subsidiary was EUR 1.1 million.

Effective October 1, 2011, HORN GmbH & Co. KG acquired Pneumatic Components Limited (PCL), which is domiciled in Sheffield/Great Britain. PCL is the worldwide market leader in analog and digital systems for tire-filling technology and related activities. PCL and HORN complement each other in terms of product ranges, market presentation, and market access. Considerable potential also exists with regard to development, purchasing, and product optimization. The purchase price allocation will be discussed in detail in the 2011 annual financial statements. In 2011, PCL expects EUR 12.0 million in sales with a worldwide workforce of about 120 employees.

DISPOSALS IN ACCORDANCE WITH IFRS 5

INDUS sold the operating activities of Maschinenfabrik BERNER GmbH & Co. KG effective as of May 1, 2010. In the current fiscal year, no equity interests were sold or classified as held for sale.

[1] Income from Discontinued Operations

EUR '000 Q1-Q3 2011 Q1-Q3 2010
Sales 0 1,053
Expenses and other income 0 -1,370
Operating result 0 -317
Net interest 0 -2
Earnings before taxes 0 -319
Taxes 0 50
Earnings after taxes from current operations 0 -269
Income from deconsolidations 0 -1,516
Income from discontinued operations 0 -1,785
Tax expense (+)/revenue (-) from divestments 0 -285

[2] Earnings per Share

EUR '000 Q1-Q3 2011 Q1-Q3 2010 Q3 2011 Q3 2010
Earnings attributable to
INDUS shareholders
51,438 30,717 18,165 13,138
Earnings attributable to
discontinued operations
0 1,785 0 0
Earnings attributable to
continuing operations
51,438 32,502 18,165 13,138
Shares in circulation (thousands) 20,207 18,370 20,207 18,370
Earnings per share,
continuing operations (in EUR)
2.55 1.77 0.90 0.72
Earnings per share,
discontinued operations (in EUR)
- -0.10 - -

According to IAS 33, earnings per share are based on earnings after taxes from continuing operations. Earnings per share are calculated by dividing earnings from continuing operations by the average annual number of outstanding shares.

In the event of the authorized capital being utilized, dilutions will arise in the future.

NOTES TO THE STATEMENT OF INCOME

[3] Cost of materials

EUR '000 Q1-Q3 2011 Q1-Q3 2010
Raw materials and goods for resale -369,822 -297,265
Purchased services -50,224 -44,823
Total -420,046 -342,088

[4] Personnel expenses

EUR '000 Q1-Q3 2011 Q1-Q3 2010
Wages and salaries -182,871 -159,221
Social security and pensions -33,877 -29,868
Total -216,748 -189,089

[5] Depreciation, amortization, write-downs, impairment losses

EUR '000 Q1-Q3 2011 Q1-Q3 2010
Depreciation of property, plant, and equipment
and intangible assets
-27,347 -27,012
Scheduled amortization of value-added within the Group -2,445 -3,858
Total -29,792 -30,870

[6] Other operating expenses

EUR '000 Q1-Q3 2011 Q1-Q3 2010
Operating expenses -35,732 -32,295
Selling expenses -39,499 -35,702
Administrative expenses -20,304 -18,355
Other expenses -9,323 -8,200
Total -104,858 -94,552

[7] Net interest

EUR '000 Q1-Q3 2011 Q1-Q3 2010
Interest and similar income 462 514
Interest and similar expenses -16,831 -19,315
Interest from operations -16,369 -18,801
IFRS interest: market value of interest-rate swaps 652 -256
IFRS interest: non-controlling interests -264 -267
IFRS interest 388 -523
Total -15,981 -19,324

[8] Income Taxes

Income tax expense is calculated for the interim financial statements based on the assumptions of current tax calculation.

NOTES TO SELECTED STATEMENT OF FINANCIAL POSITION ITEMS

[9] Intangible assets

EUR '000 Sept. 30, 2011 Dec. 31, 2010
Capitalized development costs 9,641 9,880
Property rights, concessions, and other intangible assets 7,688 7,191
Total 17,329 17,071

[10] Property, plant, and equipment

EUR '000 Sept. 30, 2011 Dec. 31, 2010
Land and buildings 125,297 126,340
Plant and machinery 81,651 86,474
Other equipment, factory and office equipment 28,208 28,351
Advance payments and plant under construction 6,292 3,295
Total 241,448 244,460

[11] Accounts receivable

EUR '000 Sept. 30, 2011 Dec. 31, 2010
Accounts receivable from customers 133,867 112,172
Future accounts receivable from customer-specific
construction contracts
11,025 4,934
Accounts receivable from associated companies 0 511
Total 144,892 117,617

[12] Inventories

EUR '000 Sept. 30, 2011 Dec. 31, 2010
Raw materials and supplies 88,597 63,455
Unfinished goods 74,782 57,100
Finished goods and goods for resale 68,950 56,488
Prepayments to third parties for inventories 1,517 1,713
Total 233,846 178,756

SEGMENT REPORTING

The classification of the segments corresponds to the current status of internal reporting. The information relates to the continuing activities. The previous year's figures have been adjusted accordingly. In accordance with the amendments to IFRS 8, segment assets are no longer disclosed for the previous year.

The companies are allocated to the segments on the basis of their selling markets insofar as the bulk of their product range is sold in that market environment (Automotive Components/Engineering, Medical Engineering/Life Science). Otherwise they are classified by common features in their production structure (Construction/Infrastructure, Engineering, Metal/Metal Processing). The reconciliations contain the figures of the holding company, non-operational units not allocated to any segment, and consolidations.

The central control variable for the segments is operating earnings (EBIT) as defined in the consolidated financial statements. The segment information has been ascertained in compliance with the reporting and valuation methods that were applied during the preparation of the consolidated financial statements.

Primary Reporting Format: By Segments

Segment reporting in accordance
with IFRS 8
Q1-Q3 2011
EUR '000
Construc
tion/Infra
structure
Automotive
Compo
nents/Engi
neering
Enginee
ring
Medical
Enginee
ring/Life
Science
Metal/
Metal
Processing
Total
segments
Recon
ciliation
Consoli
dated
financial
statements
External sales 176,600 249,960 102,440 65,829 231,964 826,793 -129 826,664
Internal sales 6,621 20,561 5,530 1,575 19,059 53,346 -53,346 0
Sales 183,221 270,521 107,970 67,404 251,023 880,139 -53,475 826,664
Segment earnings (EBIT) 28,912 16,673 13,930 10,336 27,273 97,124 -4,491 92,633
Earnings from equity valuation 0 0 0 0 0 0 0 0
Depreciation/Amortization -3,694 -14,998 -1,426 -2,045 -7,329 -29,492 -300 -29,792
of which scheduled depreciation
for wear and tear from
first-time consolidation
-340 -1,807 -24 -42 -232 -2,445 0 -2,445
of which unscheduled deprecia
tion for wear and tear from
first-time consolidation
0 0 0 0 0 0 0 0
Capital expenditure 3,693 12,414 1,861 1,784 8,210 27,962 26 27,988
of which company acquisitions 0 0 965 0 0 965 0 965
Shares accounted for using
the equity method
1,324 0 0 0 0 1,324 0 1,324
Additional information: EBITDA 32,606 31,671 15,356 12,381 34,602 126,616 -4,191 122,425
Segment reporting in accordance
with IFRS 8
Q1-Q3 2010
EUR '000
Construc
tion/Infra
structure
Automotive
Compo
nents/Engi
neering
Enginee
ring
Medical
Enginee
ring/Life
Science
Metal/
Metal
Processing
Total
segments
Recon
ciliation
Consoli
dated
financial
statements
External sales 151,229 207,144 91,732 62,199 197,564 709,868 95 709,963
Internal sales 4,560 13,517 4,613 1,376 14,928 38,994 -38,994 0
Sales 155,789 220,661 96,345 63,575 212,492 748,862 -38,899 709,963
Segment earnings (EBIT) 21,459 10,331 10,713 10,045 28,560 81,108 -4,950 76,158
Earnings from equity valuation 0 0 0 0 0 0 61 61
Depreciation/Amortization -3,699 -15,612 -1,405 -2,428 -7,539 -30,683 -187 -30,870
of which scheduled depreciation
for wear and tear from
first-time consolidation
-626 -2,518 -24 -37 -653 -3,858 0 -3,858
of which unscheduled deprecia
tion for wear and tear from
first-time consolidation
0 0 0 0 0 0 0 0
Capital expenditure 4,778 12,359 1,016 1.179 20,868 40,200 200 40,400
of which company acquisitions 0 0 0 0 13,893 13,893 0 13,893
Shares accounted for using
the equity method
1,169 0 0 0 0 1,169 0 1,169
Additional information: EBITDA 25,158 25,943 12,118 12,473 36,099 111,791 -4,763 107,028
Segment reporting in accordance
with IFRS 8
Q3 2011
EUR '000
Construc
tion/Infra
structure
Automotive
Compo
nents/Engi
neering
Enginee
ring
Medical
Enginee
ring/Life
Science
Metal/
Metal
Processing
Total
segments
Recon
ciliation
Consoli
dated
financial
statements
External sales 68,390 85,961 38,162 20,920 74,453 287,886 -244 287,642
Internal sales 2,559 7,314 1,724 586 5,680 17,863 -17,863 0
Sales 70,949 93,275 39,886 21,506 80,133 305,749 -18,107 287,642
Segment earnings (EBIT) 13,773 5,291 5,818 2,769 7,634 35,285 -1,990 33,295
Earnings from equity valuation 0 0 0 0 0 0 0 0
Depreciation/Amortization -1,259 -4,888 -476 -700 -2,478 -9,801 -100 -9,901
of which scheduled depreciation
for wear and tear from
first-time consolidation
-112 -602 -8 -15 -77 -814 0 -814
of which unscheduled deprecia
tion for wear and tear from
first-time consolidation
0 0 0 0 0 0 0 0
Capital expenditure 1,384 4,131 208 588 5,120 11,431 3 11,434
of which company acquisitions 0 0 0 0 0 0 0 0
Shares accounted for using
the equity method
0 0 0 0 0 0 0 0
Additional information: EBITDA 15,032 10,179 6,294 3,469 10,112 45,086 -1,890 43,196
Segment reporting in accordance
with IFRS 8
Q3 2010
EUR '000
Construc
tion/Infra
structure
Automotive
Compo
nents/Engi
neering
Enginee
ring
Medical
Enginee
ring/Life
Science
Metal/
Metal
Processing
Total
segments
Recon
ciliation
Consoli
dated
financial
statements
External sales 60,277 74,865 33,273 20,896 69,721 259,032 591 259,623
Internal sales 1,754 5,256 1,256 546 5,556 14,368 -14,368 0
Sales 62,031 80,121 34,529 21,442 75,277 273,400 -13,777 259,623
Segment earnings (EBIT) 11,614 1,103 4,118 2,684 12,500 32,019 -2,363 29,656
Earnings from equity valuation 0 0 0 0 0 0 61 61
Depreciation/Amortization -1,220 -5,122 -504 -709 -2,828 -10,383 -100 -10,483
of which scheduled depreciation
for wear and tear from
first-time consolidation
-186 -729 -8 -13 -218 -1,154 0 -1,154
of which unscheduled deprecia
tion for wear and tear from
first-time consolidation 0 0 0 0 0 0 0 0
Capital expenditure 1,597 4,479 270 284 1,708 8,338 -10 8,328
of which company acquisitions 0 0 0 0 0 0 0 0
Shares accounted for using
the equity method
0 0 0 0 0 0 0 0
Additional information: EBITDA 12,834 6,225 4,622 3,393 15,328 42,402 -2,263 40,139

The following table reconciles the total operating results of segment reporting with the calculation of consolidated net income before tax.

Reconciliation

EUR '000 Q1-Q3 2011 Q1-Q3 2010 Q3 2011 Q3 2010
Segment earnings (EBIT) 97,124 81,108 35,285 32,019
Areas not allocated, incl. holding
company -3,877 -4,360 -1,795 -2,361
Consolidations -614 -590 -195 -2
Net interest -15,981 -19,324 -6,106 -6,096
Earnings before taxes 76,652 56,834 27,189 23,560

Reporting by Region

Q1-Q3 2011
EUR '000
Group Germany Abroad
External Sales 826,664 451,158 375,506
Noncurrent assets less deferred taxes
and financial instruments 550,624 484,333 66,291
Q1-Q3 2010
EUR '000
Group Germany Abroad
External Sales 709,963 398,633 311,330
Noncurrent assets less deferred taxes
and financial instruments 554,460 488,729 65,731

The regionalization of sales is based on the selling markets. The further classification of the diverse foreign activities by country is not expedient because no country outside of Germany accounts for 10% of Group sales.

Noncurrent assets, less deferred taxes and financial instruments, are based on the domiciles of the respective companies. Further differentiation is not expedient as the majority of the companies are domiciled in Germany.

Due to INDUS's diversification policy there were no individual product or service groups and no individual customers that accounted for more than 10% of sales.

Related Party Disclosures

Related party disclosures primarily involve the ongoing remuneration of members of management in key positions, the Board of Management, and the Supervisory Board. Furthermore, there are consulting contracts and rental or leasing contracts with non-controlling shareholders or members of their families, and business relations with associated companies.

In these quarterly financial statements, there is nothing to report about changes in conditions that materially depart from those in the 2010 annual financial statements.

Adjustments of the Previous Year's Figures in Accordance with IFRS 3.45

The first-time consolidation of HAKAMA AG was initially entered provisionally and then completed with the preparation of the 2010 annual financial statements. The comparative figures for the first three quarters of 2010 were retrospectively adjusted for the final balance sheet entry, without a notable effect on the statement of income.

The following adjustments were made to the statement of financial position for the first three quarters of 2010: land and buildings (EUR +1,045,000), finance lease liabilities (EUR +809,000), non-controlling equity interests (EUR -1,348,000), as well as other liabilities (EUR +1,584,000). The adjustments were made for the previous year's figures in the statement of changes in equity. Similar adjustments were also made to the statement of cash flows; primarily reflecting accounting for finance leases, EUR 11,036,000 was offset between cash outflows for shares in consolidated companies and cash inflows for the assumption of debt.

Events after the Quarterly Reporting Date

At the beginning of November, the Board of Management of INDUS Holding AG agreed to a capital increase for cash amounting to 10% of the capital stock with the exclusion of subscription rights; details on the capital increase can be found in the Management Report section "Events after the Reporting Date" on page 11.

Bergisch Gladbach, Germany, November 2011

The Management Board

Helmut Ruwisch Jürgen Abromeit Dr Wolfgang Höper Dr Johannes Schmidt

Financial Calendar 2012

April 25, 2012 Publication annual report and
annual earnings press conference
April 26, 2012 Analysts' conference
May 24, 2012 Interim report on March 31, 2012
July 3, 2012 Annual shareholders' meeting 2012
August 30, 2012 Interim report on June 30, 2012
November 29, 2012 Interim report on September 30, 2012

Contact

INDUS Holding AG Kölner Strasse 32 51429 Bergisch Gladbach Postfach 10 03 53 51403 Bergisch Gladbach Phone: +49 (0)2204/40 00-0 Fax: +49 (0)2204/40 00-20 Internet: www.indus.de E-mail: [email protected]

Responsible member in the Management Board: Jürgen Abromeit

Contact Public Relations

& Investor Relations: Regina Wolter Phone: +49 (0)2204/40 00-70 Fax: +49 (0)2204/40 00-20 E-mail: [email protected]

Publisher: INDUS Holding AG, Bergisch Gladbach

Concept/Design: Berichtsmanufaktur GmbH, Hamburg

Photos: Catrin Moritz, Essen INDUS Group

This interim report is also available in German. Both the English and the German versions of the interim report can be downloaded from the Internet at www.indus.de under Investor Relations/Annual and Interim Reports. Only the German version of the annual report is legally binding.

Disclaimer:

This interim report contains forward-looking statements based on assumptions and estimates made by the Board of Management of INDUS Holding AG. Although the Board of Management is of the opinion that these assumptions and estimates are accurate, they are subject to certain risks and uncertainty. Actual future results may deviate substantially from these assumptions and estimates due to a variety of factors. These factors include changes in the general economic situation, the business, economic and competitive situation, foreign exchange and interest rates, and the legal setting. INDUS Holding AG shall not be held liable for the future development and actual future results being in line with the assumptions and estimates included in this annual report. Assumptions and estimates made in this interim report will not be updated.

www.indus.de

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