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MBB SE Interim / Quarterly Report 2011

Nov 30, 2011

279_10-q_2011-11-30_ac8790c8-9ea2-46c1-83a9-82bb82bf4678.pdf

Interim / Quarterly Report

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Quarterly Financial Report September 30, 2011

MBB Industries AG . Berlin

Quarterly Financial Report September 30, 2011 MBB Industries AG

MBB Industries in figures

Nine months (1 January - 30 September) 2010 2011 Change
(unaudited) 2010 /2011
IFRS IFRS
Continuing Continuing
operations operations
Earnings figures € thou € thou %
Revenue 74,738 79,523 6.4
Operating performance 74,951 79,469 6.0
Total performance 78,073 81,667 4.6
Cost of materials -52,981 -49,978 -5.7
Staff costs -15,219 -17,483 14.9
EBITDA -5,133 5,963 216.2
EBITDA margin -6.8% 7.5% 210.3
EBIT -7,648 3,040 139.7
EBIT margin -10.2% 3.8% 137.3
EBT -8,141 2,900 135.6
EBT margin -10.9% 3.6% 133.0
Earnings from continuing operations -7,910 2,418 130.6
Earnings from discontinued operations -441 36
Consolidated net profit after non-controlling interests -8,351 2,454 129.4
Number of shares 6,600,000 6,600,000 0.0
EPS in € -1.27 0.37 129.4
Figures from the statement of financial position 31 Dec. 2010 30 Sep. 2011
€ thou € thou %
Non-current assets 39,445 36,036 -8.6
Current assets 52,304 50,447 -3.6
Of which cash and cash equivalents* 33,147 28,993 -12.5
Issued capital (share capital) 6,600 6,600 0.0
Other equity 40,833 38,436 -5.9
Total equity 47,433 45,036 -5.1
Equity ratio 51.7% 52.1% 0.8
Non-current liabilities 24,390 23,676 -2.9
Current liabilities 19,926 17,771 -10.8
Total assets 91,749 86,483 -5.7
Net debt (-)/net cash (+) * 14,846 12,216 -17.7
Employees 31 Dec. 2010 30 Sep. 2011 %
Technical Applications 178 194 9.0
Industrial Production 383 381 -0.5
Trade & Services 104 110 5.8
Total 665 685 3.0

* This figure includes securities and physical gold stocks.

Contents

MBB Industries in figures 3
Contents 4
Consolidated Interim Group Management Report 5
Business and economic conditions 5
Net assets, financial position and results of operations 5
Segment performance 6
Employees 6
Report on risks and opportunities 6
Supplementary report 6
Report on expected developments 6
IFRS interim consolidated financial statements 7
Notes to the interim consolidated financial statements 14
Accounting 14
Accounting policies 14
Result of discontinued operations 14
Segment reporting 15
Changes in contingent liabilities 16
Related party transactions 16
Changes in the scope of consolidation 16
Events after the end of the reporting period 18
Review 18
Responsibility statement 18
Financial Calendar 19
Contact 19
Imprint 19

Consolidated Interim Group Management Report

MBB Industries AG (hereinafter also "MBB-AG") forms the MBB Industries Group (hereinafter also the "MBB Group") together with its portfolio companies.

Business and economic conditions

Business conditions at our portfolio companies have developed positively to date in the 2011 financial year, though performance was a little weaker in the third quarter than in the two previous quarters on account of seasonal effects. There was also a high level of expense for M&A activities and a negative trend in cash and cash equivalents owing to the developments on the stock market. After the book loss from the disposal of the Romanian subsidiaries of the Delignit investment in the same period of the previous year, Delignit is now contributing positively to the business results of the MBB Group again this year since its turnaround. The incoming orders received by our investment companies also point to a good performance in the fourth quarter.

Net assets, financial position and results of operations

Starting from the basis of the past financial year of 2010, the net assets and financial position are developing positively. In accordance with IFRS 5, the income statement and the following information take into account the sale of Huchtemeier Papier GmbH in 2011, the increased economic shareholding in Hanke Tissue and the loss of the majority in the Romanian Delignit companies in 2010 such that the prior-year figures no longer include the "discontinued operations", thereby improving the comparability of the "continuing operations".

In the first three quarters of the financial year, the consolidated revenue of the MBB Group rose by 6.4% as against the same period of the previous year to €79.5 million (previous year: €74.7 million).

Other operating income was up year-on-year at €1.7 million (€1.4 million) and, in addition to exchange gains, offsetting income from benefits in kind and income from securities, also included income from the reversal of provisions. The income from the deconsolidation of Huchtemeier Papier is reported separately at €0.4 million.

The ratio for cost of materials to total operating revenue declined from 70.1% in the previous year to 62.9%.

EBITDA (earnings before interest, taxes, depreciation and amortisation) amounted to €6.0 million (previous year: €-5.1 million). After depreciation and amortisation of €2.9 million, EBIT (earnings before interest and taxes) for the MBB Group was €3.0 million (previous year: €-7.6 million). Taking into account the balanced financial result, EBT (earnings before taxes) amounted to €2.9 million (previous year: €-8.1 million). Earnings from continuing operations totalled €2.4 million (previous year: €- 7.9 million). The consolidated net profit after non-controlling interests amounted to €2.5 million (previous year €-8.4 million) or €0.37 per share including earnings of discontinued operations.

The consolidated statement of financial position as at 30 September 2011 reported equity of €45.0 million (31 December 2010: €47.4 million). Based on total consolidated assets of €86.5 million, the equity ratio thus equals 52.1%, representing a slight increase compared to 31 December 2010 (51.7%).

As at 30 September 2011, the MBB Group had liabilities to banks of €16.8 million (31 December 2010: €18.3 million) and cash and cash equivalents including securities and physical gold reserves of €29.0 million (31 December 2010: €33.1 million). The MBB Group's net figure for the above liabilities and cash positions (net cash) was therefore €12.2 million. A slight drop compared to 31 December 2010, where net cash amounted to € 14.8 million, due to the payment of the dividend of €2.2 million and the increased economic shareholding in Hanke Tissue (€2,0 million).

Segment performance

The following segments are reported:

  • Technical Applications
  • Industrial Production
  • Trade & Services

In the first nine months, revenue in the Technical Applications segment rose slightly compared to the previous year. The external revenue of the Technical Applications segment – namely the Delignit Group as the only equity interest in this segment – amounted to €21.9 million (previous year: €19.7 million) in the first nine months; at €0.9 million, EBIT was up significantly on the previous year's figure of €- 10.5 million.

The Industrial Production segment's revenue was stable year-on-year at €39.4 million for the first nine months (€39.5 million). However, EBIT was lower at €1.7 million (previous year: €2.4 million). Taking into account the fact EBIT in the same period of the previous year had included income of €0.8 million from the first-time consolidation of CT Formpolster, adjusted for this effect EBIT would have been slightly higher than in the previous year.

In the Trade & Services segment, revenue rose by €18.0 million as against the previous year (€16.2 million). Including the income from the deconsolidation of Huchtemeier of €0.4 million, the segment's EBIT amounted to €0.7 million – a rise compared to the previous year's figure of €0.1 million.

Employees

At 685, the number of employees in the MBB Group as at 30 September 2011 rose by 3% after 665 as at 31 December 2010.

Report on risks and opportunities

The risks and opportunities of the business development of the MBB are described in the Group management report for the 2010 financial year, which is available on our Internet site.

There have been no significant changes in the risks and opportunities presented since 31 December 2010. The risk management system of MBB Industries AG is appropriate for detecting risks early on and taking direct measures.

Supplementary report

As part of an asset deal, together with a subsidiary DTS IT AG, an 80% subsidiary of the MBB Group, acquired all business activities of eld datentechnik GmbH, Fellbach, effective 1 October 2011. As a distributor for IT infrastructure systems, eld datentechnik GmbH operates throughout Germany and is specialised in IP-access- and storage-technology. The eld datentechnik unit supplements the specific DTS computing service range for second generation cloud computing.

Other than this, there have been no significant events since the end of the reporting period.

Report on expected developments

For the 2011 and 2012 financial years, the Managing Board is still forecasting increases in revenue as against 2010 for its current portfolio and a positive overall earnings level.

Berlin, 30 November 2011 The Managing Board

IFRS interim consolidated financial statements

The comparative figures for 2010 – and the 2011 figures – include only the information for continuing operations. A breakdown of the results of discontinued operations can be found in the notes to the interim consolidated financial statements.

IFRS Statement of comprhensive income 1 Jan. - 1 Jan. -
(unaudited) 30 Sept. 2011 30 Sept. 2010
€ thou € thou
Revenue 79.523 74.738
Increase (+)/decrease (-) in finished goods
and work in progress -54 213
Operating performance 79.469 74.951
Bargain purchase 0 828
Income from deconsolidation 449 0
Other operating income 1.749 2.294
Total performance 81.667 78.073
Cost of raw materials and supplies -39.245 -40.206
Cost of purchased services -10.733 -12.775
Cost of materials -49.978 -52.981
Wages and salaries -14.533 -12.254
Social security and pension costs -2.950 -2.965
Staff costs -17.483 -15.219
Other operating expenses -8.243 -5.547
Loss on deconsolidation 0 -9.459
Earnings before interest, taxes, depreciation
and amortisation (EBITDA) 5.963 -5.133
Amortisation and depreciation expense -2.923 -2.515
Earnings before interest and taxes (EBIT) 3.040 -7.648
Other interest and similar income 618 381
Interest and similar expenses -758 -874
Net finance costs -140 -493
Earnings before taxes (EBT) 2.900 -8.141
Income tax expense -246 557
Other taxes -101 -72
Profit or loss for the period 2.553 -7.656
Non-controlling interests (continuing operations) -135 -254
Profit or loss from continuing operations 2.418 -7.910
Profit or loss from discontinued operations 36 -441
Consolidated net profit 2.454 -8.351
Earnings per share (in €) 0,37 -1,27
IFRS Statement of comprhensive income 1 Jan. - 1 Jan. -
(unaudited) 30 Sept. 2011 30 Sept. 2010
€ thou € thou
Consolidated net profit 2.454 -8.351
Non-controlling interests 135 441
Profit or loss for the period 2.589 -7.910
Currency translation changes reconised in equity -1.024 2.523
Changes in the scope of consolidation 0 -1.348
Net profit recognised in the reporting period from the revaluation of
financial assets in the "available for sale" category -366 195
Other comprehensive income after taxes -1.390 2.718
Comprehensive income for the reporting period 1.199 -5.192
Of which attributable to:
Shareholders of the parent company 1.074 -5.331
Non-controlling interests 125 139
IFRS Statement of comprehensive income – quarter 1. Jul. 1. Jul.
(unaudited) 30 Sept. 2011 30 Sept. 2010
€ thou € thou
Revenue 27.607 25.292
Increase (+)/decrease (-) in finished goods
and work in progress -253 -22
Operating performance 27.354 25.270
Other operating income 782 526
Total performance 28.136 25.796
Cost of raw materials and supplies -14.038 -16.015
Cost of purchased services -3.581 -1.771
Cost of materials -17.619 -17.786
Wages and salaries -4.870 -4.117
Social security and pension costs -1.000 -998
Staff costs -5.870 -5.115
Other operating expenses -3.105 -1.968
Loss on deconsolidation 0 -9.459
Earnings before interest and taxes (EBIT) 1.542 -8.532
Amortisation and depreciation expense -1.151 -796
Ergebnis vor Zinsen und Steuern (EBIT) 391 -9.328
Other interest and similar income 108 208
Interest and similar expenses -256 -311
Net finance costs -148 -103
Earnings before taxes (EBT) 243 -9.431
Income tax expense -42 87
Other taxes -51 -26
Profit or loss for the period 150 -9.370
Non-controlling interests (continuing operations) 10 -90
Profit or loss from continuing operations 160 -9.460
Profit or loss from discontinued operations 0 -40
Consolidated net profit 160 -9.500
Earnings per share (in €) 0,02 -1,44
Statement of financial position 30 Sept. 2011 31 Dec 2010
Assets (IFRS) unaudited audited
€ thou € thou
Non-current assets
Concessions, industrial property rights and similar rights 1.795 1.792
Goodwill 1.816 1.816
Intangible assets 3.611 3.608
Land and buildings
including buildings on third-party land 14.668 15.239
Technical equipment and machinery 8.206 9.524
Other equipment, operating and office equipment 2.300 2.323
Advance payments and assets under development 669 935
Property, plant and equipment 25.843 28.021
Investments in associates 0 45
Investment securities 4.263 5.083
Other loans 300 363
Financial assets 4.563 5.491
Deferred tax assets 2.019 2.325
36.036 39.445
Current assets
Raw materials and supplies 5.233 3.741
Work in progress 2.351 2.474
Finished goods 6.195 6.581
Inventories 13.779 12.796
Trade receivables 9.070 8.325
Other current assets 2.868 3.119
Trade receivables
and other current assets 11.938 11.444
Gold and commodities 2.101 1.852
Securities 7.581 8.568
Available-for-sale financial assets 9.682 10.420
Cash in hand 9 6
Bank balances 15.039 17.638
Cash in hand, bank balances 15.048 17.644
50.447 52.304
Statement of financial position 30 Sept. 2011 31 Dec 2010
Equity and liabilities (IFRS) unaudited audited
€ thou € thou
Equity
Issued capital 6.600 6.600
Capital reserves 15.251 15.251
Legal reserve 61 61
Retained earnings 21.074 23.153
Non-controlling interests 2.050 2.368
45.036 47.433
Non-current liabilities
Pension provisions 4.770 5.164
Due to banks 13.516 13.430
Other provisions 2.259 1.907
Other liabilities 149 965
Deferred tax liabilities 2.982 2.924
23.676 24.390
Current liabilities
Due to banks 3.261 4.871
Other liabilities 2.877 3.043
Tax provisions 108 257
Provisions with the nature of a liability 2.601 1.954
Trade payables 8.904 9.777
Advance payments received 20 24
17.771 19.926
Total liabilities and equity 86.483 91.749
Consolidated statement of cash flows 1 Jan. - 1 Jan. -
(unaudited) 30 Sept. 2011 30 Sept. 2010
€ thou € thou
1. Cash flow from operating activities
Earnings before interest and taxes (EBIT) 3.040 -7.648
Adjustments for non-cash transactions
- Write-downs on non-current assets 2.923 2.515
- Increase (+)/decrease (-) in provisions 856 -329
- Income (-)/loss (+) from deconsolidation -449 9.459
- Other non-cash expenses/income -41 -96
3.289 11.549
Change in working capital:
- Increase (-)/decrease (+) in inventories, trade receivables
and other assets -3.556 -2.754
- Decrease (-)/increase (+) in trade payables
and other liabilities 899 2.406
-2.657 -348
- Income taxes paid -496 -149
- Interest received 618 381
122 232
Cash flow from operating activities 3.794 3.785
2 Cash flow from investing activities
- Investments (-)/divestments (+) of intangible assets -123 -3
- Inflows (+)/outflows (-) for divestments/investments in property, plant and
equipment -1.345 -2.532
- Investments (-)/divestments (+) of financial assets 63 5
- Investments (-)/divestments (+) of available-for-sale financial assets and
securities 948 -5.902
- Acquisition of sub-holding -2.000 0
- Disposal (+)/acquisition (-) of consolidated companies
(less cash and cash equivalents sold/received) 513 -1.014
Cash flow from investing activities -1.944 -9.446
3 Cash flow from financing activities
- Profit distribution to shareholders -2.178 -3.300
- Proceeds from borrowing financial loans 0 814
- Repayments of financial loans -1.435 -1.458
- Interest payments -758 -1.074
Cash flow from financing activities -4.371 -5.018
Cash and cash equivalents at end of period
Change in cash and cash equivalents
(Subtotal 1-3) -2.521 -10.679
Effects of changes in foreign exchange rates (non-cash) -75 11
Cash and cash equivalents at start of reporting period 17.644 27.462
Cash and cash equivalents at end of period 15.048 16.794
Composition of cash and cash equivalents
- Cash in hand 9 16
- Bank balances 15.039 16.778
Reconciliation to liquidity reserve on 30 September
Cash and cash equivalents at end of period 15.048 16.794
- Gold 2.101 1.687
- Securities 11.844 12.262
Liquidity reserve on 30 September 28.993 30.743
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Notes to the interim consolidated financial statements

Accounting

The quarterly financial report of the MBB Group for the period 1 July 2011 to 30 September 2011 was prepared on the basis of the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) as adopted in the EU. It was prepared in accordance with IAS 34.

Accounting policies

The accounting policies adopted are the same as those of the consolidated financial statements as at 31 December 2010. The preparation of the financial statements was influenced by recognition and measurement policies in addition to assumptions and estimates affecting the amount and reporting of recognised assets, liabilities, contingent liabilities and income and expense items. Matters relating to sales are deferred intra-year.

Result of discontinued operations

Effective 1 January 2011, MBB Industries AG sold its interest in Huchtemeier Verwaltung GmbH and thereby its 80% share in Huchtemeier Papier GmbH. This sale is shown as a discontinued operation in line with IFRS 5. The comparative figures of discontinued operations for 2010 include the results of the Romanian companies S.C. Cildro S.A., S.C. Cildro Service Srl. and S.C. Delignit Romania Srl., which were majority sold in 2010.

30 Sept. 2011
30 Sept. 2010
€ thou
€ thou
Revenue
4.047
21.026
Other operating income
7
389
Increase (+)/decrease (-) in finished goods
and work in progress
0
167
Operating performance
4.054
21.582
Cost of raw materials and supplies
-3.675
-16.066
Cost of purchased services
-25
-494
Cost of materials
-3.700
-16.560
Wages and salaries
-167
-2.097
Social security and pension costs
-29
-569
Staff costs
-196
-2.666
Other operating expenses
-93
-1.898
Earnings before interest, taxes, depreciation and amortisation (EBITDA)
65
458
Result of discontinued operations 1 Jan. - 1 Jan. -
Amortisation and depreciation expense
-5
-751
Earnings before interest and taxes (EBIT)
60
-293
Other interest and similar income
0
0
Interest and similar expenses
-22
-281
Net finance costs
-22
-281
Earnings before taxes (EBT)
38
-574
Income tax expense
0
-85
Other taxes
0
0
Profit or loss for the period
38
-659
Non-controlling interests (continuing operations)
-2
218
Profit or loss from discontinued operations
36
-441
Earnings per share (in €)
0,01
-0,07

Segment reporting

MBB's management divides the segments as reported in the interim Group management report.

1 Jan. - 30 Sept. 2011 Technical Industrial Trade & Recon- Group
(unaudited) Applications Production Services ciliation
€ thou € thou € thou € thou € thou
Revenue from third parties 21.414 39.202 18.000 907 79.523
Other segments 443 203 16 -662 0
Total revenue 21.857 39.405 18.016 245 79.523
Earnings (EBIT) 889 1.738 702 -289 3.040
Amortisation and depreciation
expense 514 1.586 529 294 2.923
Share of the profit from
the associated company 0* 0 0 0 0
Investments 24 973 471
Investments in associates 0** 0 0
Segment assets 14.895 30.300 7.371
Segment liabilities 5.606 3.618 1.377

* Figures as at 30 June 2011 were not available at the time of these financial statements being prepared.

** The shares held in the Romanian companies are reported in the Technical Applications segment at a value of €1.

1 Jan. - 30 Sept. 2010 Technical Industrial Trade & Recon- Group
(unaudited) Applications Production Services ciliation
€ thou € thou € thou € thou € thou
Revenue from third parties 18.245 39.379 16.209 905 74.738
Other segments 1.485 144 0 -1.629 0
Total revenue 19.730 39.523 16.209 -724 74.738
Earnings (EBIT) -10.462 2.384 122 308 -7.648
Amortisation and depreciation
expense 525 1.454 497 39 2.515
Share of the profit from the
associated company 0 0 0 0 0
Investments 253 2.059 220
Investments in associates 0 0 45
Segment assets 17.139 33.233 6.195
Segment liabilities 5.390 9.511 2.771

Segment liabilities do not include any obligations arising from taxes, finance leases or liabilities to banks.

Changes in contingent liabilities

There were no changes in contingent liabilities as against 31 December 2010.

Related party transactions

Business transactions between Group companies that are fully consolidated and Group companies that are not fully consolidated are conducted as at arm's length.

Changes in the scope of consolidation

DTS IT AG was founded by way of notarised contract on 1 March 2011 with its headquarters in Herford. It was entered in the commercial register on 4 March 2011. The object of the company is the management of its own assets, including in particular forming and acquiring, investing in, managing and selling companies in Germany and abroad, particularly in the field of information technology. The initial capital of the company was €2,200 thousand, divided into 2,200,000 no-par value shares. MBB Industries AG holds 80% in the company. On 5 April 2011, DTS Systeme GmbH and ICSmedia GmbH were regrouped under DTS IT AG. The three companies form the DTS Group.

Effective 1 January 2011, the shares in Huchtemeier Verwaltungs GmbH, Dortmund, and thereby the 80% stake in Huchtemeier Papier GmbH, Dortmund, were sold to Mr. Alfred Voßschulte. The following table shows the calculation of the gain on disposal generated.

30 Sept. 2011
€ thou
Consideration received in the form of cash 515
Assets and liabilities disposed of due to loss of control
Current assets
Cash and cash equivalents 2
Trade receivables 1.278
Inventories 204
Other current assets 577
Non-current assets
Deferred taxes 390
Financial assets 45
Property, plant and equipment 11
Intangible assets 5
Non-controlling interests -142
Current liabilities
Loans payable 89
Liabilities 2.268
Non-current liabilities
Provisions for pensions 225
Deferred taxes 6
Net assets sold 66
Gain on the disposal of subsidiaries
Consideration received 515
Net assets sold 66
Gain on disposal 449
Net inflow of cash from the sale of subsidiaries
Cash and cash equivalents received 515
Less cash and cash equivalents disposed of with the sale 2
Net inflow 513
Cash flow from discontinued operations 1 Jan. -
30 Sept. 2011
Cash flow from operating activities 126
Cash flow from investing activities -3
Cash flow from financing activities -125
Net cash flow from discontinued operations -2

Events after the end of the reporting period

Effective 1 October 2011, the business activities of eld datentechnik GmbH, Fellbach, were acquired for €600,000. In future, the earnings contributions from the business activities of eld datentechnik will be recognised in the Trade & Services segment.

Review

The condensed interim financial statements as at 30 September 2011 and the interim Group management report were neither audited in accordance with section 317 HGB nor were they reviewed by an auditor.

Responsibility statement

To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the interim management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.

Berlin, 30 November 2011 The Managing Board

Financial Calendar

End of the financial year 31 December 2011

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Contact

MBB Industries AG Joachimstaler Strasse 34 10719 Berlin Tel.: +49 (0) 30 844 15 330 Fax.: +49 (0) 30 844 15 333 www.mbbindustries.com [email protected]

Imprint

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Cover photo: Andreas Rose

MBB Industries AG . Joachimstaler Straße 34 . 10719 Berlin, Germany . www.mbbindustries.com