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MBB SE Interim / Quarterly Report 2012

Nov 29, 2012

279_10-q_2012-11-29_b562f8ff-8ca7-43a0-8301-7da6e9d40e77.pdf

Interim / Quarterly Report

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MBB Industries in figures

Nine months 2011 2012 Δ 2012 /
(unaudited) 2011
IFRS IFRS
Earnings figures € thou € thou %
Revenue 79,523 151,025 89.9%
Operating performance 79,469 151,061 90.1%
Total performance 81,667 155,386 90.3%
Cost of materials -49,978 -98,371 96.8%
Staff costs -17,483 -30,553 74.8%
EBITDA 5,963 17,317 190.4%
EBITDA margin 7.5% 11.5% 53.3%
EBIT 3,040 13,616 347.9%
EBIT margin 3.8% 9.0% 136.8%
EBT 2,900 12,910 345.2%
EBT margin 3.6% 8.5% 136.1%
Earnings from continuing operations 2,418 9,119 277.1%
Earnings from discontinued operations 36 0
Consolidated net profit after non-controlling interests 2,454 9,119 271.6%
Number of shares 6,600,000 6,600,000
eps in € * 0.37 1.41
Figures from the statement 31 Dec. 30 Sep.
of financial position € thou € thou %
Non-current assets 37,743 46,508 23.2%
Current assets 48,565 119,769 146.6%
Of which cash and equivalents** 30,278 51,485 70.0%
Issued capital (share capital) 6,600 6,456 -2.2%
Other equity 39,611 47,045 18.8%
Total equity 46,211 53,501 15.8%
Equity ratio 53.5% 32.2% -39.8%
Non-current liabilities 21,987 56,522 157.1%
Current liabilities 18,110 56,254 210.6%
Total assets 86,308 166,277 92.7%
Net debt (-) or
net cash (+) ** 13,654 28,285 107.2%
Employees 31 Dec. 30 Sep. %
714 1,011 41.6%

* Throughout this report, EPS figures for 2012 refer to the average number of shares in circulation on 30 September 2012.

** This figure includes securities and the physical gold reserves.

Contents

MBB Industries in figures 1
Contents 2
Consolidated Interim Group Management Report 3
Business and economic conditions 3
Net assets, financial position and results of operations 3
Segment performance 4
Employees 4
Report on risks and opportunities 4
Report on post-balance sheet date events 4
Report on expected developments 4
IFRS Interim Consolidated Financial Statements 2012 5
Notes to the Interim Consolidated Financial Statements 12
Accounting 12
Accounting policies 12
Change in the scope of consolidation 12
Segment reporting 14
Dividends paid 14
Changes in contingent liabilities 14
Related party transactions 14
Events after the end of the reporting period 15
Review 15
Responsibility statement 15
Financial Calendar 16
Contact 16
Imprint 16

Consolidated Interim Group Management Report

MBB Industries AG (hereinafter also "MBB-AG") is a family-owned, medium-sized corporation that 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 continued to develop promisingly in the fourth quarter of the year. The level of orders on hand is high. However, there has been varied development in terms of incoming orders at the individual companies, with orders falling in some cases but continuing to grow in others. From the perspective of the Group as a whole, demand is stable thanks to the diversified investment and product portfolio.

Macroeconomic demand and the question of investor and private consumer confidence in the stability of the financial markets will continue to depend on the development of the European debt crisis, the slowdown in growth in Asia and the possible "fiscal cliff" in the USA.

Net assets, financial position and results of operations

Since 31 March 2012, MBB Fertigungstechnik GmbH, formerly CLAAS Fertigungstechnik GmbH, has strengthened the MBB Group and has made a significant contribution to consolidated revenue and consolidated net profit since this date.

The MBB Group's net assets and financial position remain positive. In the first nine months of the financial year, the consolidated revenue of the MBB Group increased by 89.9% year-on-year to €151.0 million (previous year: €79.5 million).

Other operating income was up slightly at €2.6 million (previous year: €1.7 million) and included gains on the disposal of securities, exchange gains, proceeds from asset disposals and offsetting income from benefits in kind. The bargain purchase in the amount of €1.7 million from the first-time consolidation of CLAAS Fertigungstechnik GmbH, now MBB Fertigungstechnik GmbH, is reported separately under other income.

Operating performance, which is defined as the total of revenue and changes in inventories, amounted to €151.1 million in the first nine months of 2012 after €79.5 million in the same period of the previous year. The cost of materials ratio (which expresses the relationship between the cost of materials and operating performance) increased from 62.9% in the previous year to 65.1% as a result of the change in the structure of the Group.

EBITDA (earnings before interest, taxes, depreciation and amortisation) increased by 190.4% to €17.3 million (previous year: €6.0 million). After depreciation and amortisation of €3.7 million, EBIT (earnings before interest and taxes) for the MBB Group amounted to €13.6 million in the first nine months of the year (previous year: €3.0 million). Taking into account a financial result of €-0.7 million, EBT (earnings before taxes) amounted to €12.9 million (previous year: €2.9 million). The consolidated net profit after non-controlling interests totalled €9.1 million (previous year: €2.4 million) or €1.41 per share (based on 6,459,134 average shares in circulation).

The consolidated statement of financial position as at 30 September 2012 reported equity of €53.5 million (31 December 2011: €46.2 million). Based on total consolidated assets of €166.3 million, the equity ratio thus amounted to 32.2%. As at 31 December 2011, the equity ratio was 53.5%. The reduction in the equity ratio is due to the first-time consolidation of MBB Fertigungstechnik GmbH, formerly CLAAS Fertigungstechnik GmbH, and the resulting balance sheet expansion, as well as the payment of a dividend of €2.8 million (€0.44 per share). The share buy-back programme implemented from January to February 2012, under which MBB-AG acquired 144,201 treasury shares on the stock exchange at a total purchase price of around €1.0 million and an average purchase price of €6.9347 per share, also contributed to the reduction in the equity ratio.

As at 30 September 2012, the MBB Group had financial liabilities of €23.2 million (31 December 2011: €16.6 million) and cash and cash equivalents including securities and physical gold reserves of €51.5 million (31 December 2011: €30.3 million). Accordingly, the net figure for the above liabilities and cash positions of the MBB Group was net cash of €28.3 million, a significant increase compared with net cash of €13.7 million as at 31 December 2011. Cash and cash equivalents decreased at the holding company and increased at the portfolio companies as against 31 December 2011. At the portfolio companies, cash and cash equivalents also relate to advanced payments received and serve as collateral for guarantee credits in the amount of €11.7 million.

Segment performance

The following segments are reported:

  • Technical Applications
  • Industrial Production
  • Trade & Services

The Technical Applications segment consists of Delignit AG and, since 31 March 2012, MBB Fertigungstechnik GmbH. This means that the segment experienced significant revenue and earnings growth in the first nine months of 2012 compared with the same period of the previous year. The external revenue of the Technical Applications segment amounted to €86.7 million in the first nine months of 2012 (previous year: €21.4 million), while EBIT increased significantly from €0.9 million in the previous year to €10.6 million.

Revenue development in the Industrial Production segment was in line with the previous year. External revenue for the first nine months of 2012 amounted to €39.5 million after €39.2 million in the same period of 2011, while EBIT was up significantly at €2.5 million after €1.8 million in the previous year.

In the Trade & Services segment, external revenue increased to €24.3 million (previous year: €18.0 million). At €0.3 million, however, segment EBIT declined from the prior-year figure of €0.5 million, which still included the income from the deconsolidation of Huchtemeier in the amount of €0.4 million.

Employees

At 1,011, the number of employees in the MBB Group as at 30 September 2012 increased significantly compared with the figure of 714 as at 31 December 2011; this was due in particular to the addition of the current workforce of the acquired MBB Fertigungstechnik GmbH (276 employees).

Report on risks and opportunities

The risks and opportunities for the business development of the MBB Group are described in the Group management report for the 2011 financial year, which is available on our website.

As a matter of principle, there have been no significant changes in the risks and opportunities presented since 31 December 2011. The acquisition of MBB Fertigungstechnik GmbH means that project business is now being conducted in the area of plant engineering, which can lead to specific order risks and increased earnings volatility.

The risk management system of MBB Industries AG is appropriate for detecting risks at an early stage and taking immediate countermeasures.

Report on post-balance sheet date events

There have been no significant events since the end of the reporting period.

Report on expected developments

For the 2012 and 2013 financial years, the Managing Board is forecasting rapid growth in revenue and earnings compared with 2011.

Berlin, 28 November 2012

The Managing Board

IFRS consolidated statement of comprehensive income
(unaudited)
1 Jan. -
30 Sep.2012
€ thou
1 Jan. -
30 Sep.2011
€ thou
Revenue 151,025 79,523
Increase (+)/decrease (-) in finished goods
and work in progress 36 -54
Operating performance 151,061 79,469
Gain from
a bargain purchase 1,737 0
Income from deconsolidation 0 449
Other operating income 2,588 1,749
Total performance 155,386 81,667
Cost of raw materials and supplies -80,791 -39,245
Cost of purchased services -17,580 -10,733
Cost of materials -98,371 -49,978
Wages and salaries -22,145 -14,533
Social security
and pension costs -8,408 -2,950
Staff costs -30,553 -17,483
Other operating expenses -9,145 -8,243
Earnings before interest, taxes, depreciation,
and amortisation (EBITDA) 17,317 5,963
Amortisation and depreciation expense -3,701 -2,923
Earnings before interest and taxes (EBIT) 13,616 3,040
Other interest and similar income 314 618
Interest and similar expenses -1,020 -758
Net finance costs -706 -140
Earnings before taxes (EBT) 12,910 2,900
Income tax expense -3,413 -246
Other taxes -113 -101
Profit or loss for the period 9,384 2,553
Non-controlling interests (continuing operations) -265 -135
Profit or loss from continuing operations 9,119 2,418
Profit or loss from discontinued operations 0 36
Consolidated net profit 9,119 2,454
Earnings per share (in €) 1.41 0.37

IFRS Interim Consolidated Financial Statements 2012

IFRS consolidated statement of comprehensive income 1 Jan. - 1 Jan. -
(unaudited) 30 Sep.2012 30 Sep.2011
€ thou € thou
Consolidated net profit 9,119 2,454
Non-controlling interests 265 135
Profit or loss for the period 9,384 2,589
Currency translation changes
recognised in equity 638 -1,024
Net profit (+) / loss (-) from the revaluation
of financial assets
in the "available for sale" category 1,109 -366
Other comprehensive income after taxes 1,747 -1,390
Comprehensive income for the reporting period 11,131 1,199
Of which attributable to:
- Shareholders of the parent company 10,866 1,074
- Non-controlling interests 265 125
IFRS statement of comprehensive income - quarter 1 Jul. - 1 Jul. -
(unaudited) 30 Sep.2012 30 Sep.2011
€ thou € thou
Revenue 61,205 27,607
Increase (+)/decrease (-) in finished goods
and work in progress 171 -253
Operating performance 61,376 27,354
Other operating income 1,082 782
Total performance 62,458 28,136
Cost of raw materials and supplies -33,941 -14,038
Cost of purchased services -6,323 -3,581
Cost of materials -40,264 -17,619
Wages and salaries -8,599 -4,870
Social security
and pension costs -3,537 -1,000
Staff costs -12,136 -5,870
Other operating expenses -3,595 -3,105
Earnings before interest, taxes, depreciation,
and amortisation (EBITDA) 6,463 1,542
Amortisation and depreciation expense -1,238 -1,151
Earnings before interest and taxes (EBIT) 5,225 391
Other interest and similar income 38 108
Interest and similar expenses -327 -256
Net finance costs -289 -148
Earnings before taxes (EBT) 4,936 243
Income tax expense -1,476 -42
Other taxes -55 -51
Profit or loss for the period 3,405 150
Non-controlling interests -46 10
Consolidated net profit 3,359 160
Earnings per share (in €) 0.52 0.02
Statement of financial position 30 Sep.2012 31 Dec.2011
Assets (IFRS) unaudited audited
€ thou € thou
Non-current assets
Concessions, industrial property rights
and similar rights 2,890 2,209
Goodwill 1,816 1,816
Advance payments 303 242
Intangible assets 5,009 4,267
Land and buildings
including buildings on third-party land 22,515 14,700
Technical equipment and machinery 7,322 8,581
Other equipment, operating and office equipment 3,339 2,394
Advance payments and assets under development 2,462 482
Property, plant and equipment 35,638 26,157
Investments in associates 0 0
Investment securities 4,905 5,477
Other loans 184 275
Financial assets 5,089 5,752
Deferred tax assets 772 1,567
46,508 37,743
Current assets
Raw materials and supplies 5,951 4,052
Work in progress 2,723 2,178
Finished goods 6,677 7,106
Advance payments 3,625 0
Inventories 18,976 13,336
Trade receivables 22,088 7,751
Receivables from construction contracts 29,444 0
Receivables associates 102 90
Other current assets 2,579 2,587
Trade receivables
and other current assets 54,213 10,428
Gold and commodities 2,433 2,121
Securities 7,775 7,037
Available-for-sale financial assets 10,208 9,158
Cash in hand 17 8
Bank balances 36,355 15,635
Cash in hand, bank balances 36,372 15,643
119,769 48,565
Total assets 166,277 86,308
Statement of financial position 30 Sep.2012 31 Dec.2011
Equity and liabilities (IFRS) unaudited audited
€ thou € thou
Equity
Issued capital 6,456 6,600
Capital reserves 14,395 15,251
Legal reserve 61 61
Retained earnings 30,278 22,253
Non-controlling interests 2,311 2,046
53,501 46,211
Non-current liabilities
Financial liabilities 18,956 13,050
Other liabilities 261 829
Pension provisions 15,782 4,836
Other provisions 15,670 581
Deferred tax liabilities 5,853 2,691
56,522 21,987
Current liabilities
Financial liabilities 4,244 3,574
Advance payments received 17,485 20
Trade payables 9,645 7,972
Other liabilities 9,491 3,734
Provisions with the nature of a liability 10,570 2,148
Tax provisions 628 362
Other provisions 4,191 300
56,254 18,110
Total equity and liabilities 166,277 86,308
Consolidated statement of cash flows 1 Jan. - 1 Jan. -
(unaudited) 30 Sep.2012 30 Sep.2011
€ thou € thou
1. Cash flow from operating activities
Earnings before interest and taxes (EBIT) 13,616 3,040
Adjustments for non-cash transactions
Write-downs on non-current assets 3,701 2,923
Increase (+)/decrease (-) in provisions 7,066 856
Income (-)/loss (+) from deconsolidation 0 -449
Bargain purchase -1,737 0
Loss (+) / gain (-) from the disposal of PPA -194 0
Other non-cash expenses/income -128 -41
8,708 3,289
Change in working capital:
Increase (-)/decrease (+) in inventories, trade receivables
and other assets -15,000 -3,556
Decrease (-)/increase (+) in trade payables
and other liabilities 4,295 899
-10,705 -2,657
Income taxes paid -1,128 -496
Interest received 314 618
-814 122
Cash flow from operating activities 10,805 3,794
2. Cash flow from investing activities
Investments (-)/ divestments (+) intangible assets -260 -123
Investments(-)/ divestments(+) property, plant and equipment -3,501 -1,345
Investments (-)/ divestments (+) financial assets 91 63
Investments (-)/ divestments (+) of available-for-sale financial
assets and securities 631 948
Acquisition of sub-holding 0 -2,000
Disposal (+)/ acquisition (-) of consolidated companies -10,028 513
Cash flow from investing activities -13,067 -1,944
3. Cash flow from financing activities
Profit distribution to shareholders -2,841 -2,178
Reacquired rights -1,000 0
Proceeds from borrowing financial loans 684 0
Repayments of financial loans -2,028 -1,435
Interest payments -902 -758
Cash flow from financing activities -6,087 -4,371
Cash and cash equivalents at end of period
Change in cash and cash equivalents
(Subtotal 1-3) -8,349 -2,521
Effects of changes in foreign exchange rates (non-cash) 33 -75
Changes in consolidated companies 29,045 0
Cash and cash equivalents at start of reporting period 15,643 17,644
Cash and cash equivalents at end of period 36,372 15,048
Composition of cash and cash equivalents
Cash in hand 17 9
Bank balances 36,355 15,039
Reconciliation to liquidity reserve on 30 Sep. 2012 2011
Cash and cash equivalents at end of period 36,372 15,048
Gold 2,433 2,101
Securities 12,680 11,844
Liquidity reserve on 30 Sep. 51,485 28,993
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Notes to the Interim Consolidated Financial Statements

Accounting

The interim financial report of the MBB Group for the period 1 January 2012 to 30 September 2012 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 applied in the consolidated financial statements for the year ended 31 December 2011. The preparation of the financial statements was influenced by recognition and measurement policies as well as assumptions and estimates affecting the amount and reporting of recognised assets, liabilities, contingent liabilities and income and expense items. Matters relating to revenue are deferred intra-year.

Following the acquisition of MBB Fertigungstechnik GmbH, formerly CLAAS Fertigungstechnik GmbH, the PoC (percentage of completion) method described in IAS 11 has been applied again for contract manufacturing since 31 March 2012. Under this method, when the outcome of a construction contract can be estimated reliably, the contract revenue and contract costs associated with this construction contract are recognised by reference to the stage of completion of the contract activity at the balance sheet date.

Change in the scope of consolidation

On 9 March 2012, MBB Industries AG, via Jade 1044. GmbH, acquired all of the shares of CLAAS Fertigungstechnik GmbH, Beelen, from CLAAS KGaA mbH, including dividend rights from 1 January 2012, at a purchase price of €13.3 million subject to conditions precedent. Following the fulfilment of the conditions precedent listed in the purchase agreement, the legal transfer and the transfer of control occurred on 31 March 2012. Jade 1044. GmbH was renamed MBB Fertigungstechnik Beelen GmbH on 9 March 2012.

CLAAS Fertigungstechnik GmbH is a leading international plant engineering company with a focus on production technology for the automotive industry and other sectors. The company, which generated revenue of around €100 million in 2011, has traded as MBB Fertigungstechnik GmbH since 2 July 2012 and will strengthen the Technical Applications segment.

The following assets and liabilities were assumed as at the acquisition date:

Assets and liabilities
CLAAS Fertigungstechnik GmbH € thou
Current asstes
Cash and bank balances 29,045
Receivables and other assets 33,363
Inventories 2,746
Non-current asstes
Intangibles 645
Property, plant and equipment 1,026
Current liabilities
Trade payables 1,673
Other liabilities 11,036
Advanced payments received 14,394
Provisions 3,014
Non-current liabilities
Pension provisions 10,798
Deferred tax liabilities 1,547
Provisions 9,326
Total assets 15,037

The receivables shown are measured at fair value and primarily relate to PoC receivables in the amount of €23.1 million and trade receivables in the amount of €7.9 million. Of the cash and cash equivalents reported at the acquisition date, €8.7 million were pledged as collateral for guarantee credits with banks and insurance companies. As at 30 September 2012, the collateral pledged for guarantee credits amounted to €11.7 million.

Since the acquisition date, MBB Fertigungstechnik GmbH has contributed €60.5 million to consolidated revenue and €4.5 million to consolidated net profit. If the acquisition had taken place at the start of the year, the Group would have reported revenue of €171.6 million and consolidated net profit of €9.9 million.

€10.0 million of the purchase price is paid and €3.3 million is outstanding as contingent consideration. This payment will be made in 2014 subject to certain conditions, which MBB-AG expects to be met. Transactions costs of €92 thousand have been expensed and are included in the other operating expenses in the consolidated statement of comprehensive income and as cash flow from operating activities in the consolidated statement of cash flow.

The purchase price of €13.3 million resulted from a negotiation process between the buyer and the seller that took into account a range of aspects, including uncertainty concerning customer acceptance of the renaming of the company, the outcome of contracts to be awarded in the short term, and the structure of the management. These uncertainties meant that the minor difference between the purchase price and the value of the net assets acquired could have led to expenses for the Company following the acquisition. As these did not occur, however, capital consolidation resulted in a bargain purchase of €1.7 million, which MBB reported as other income following a renewed evaluation of the assets acquired and liabilities assumed.

On 9 March 2012, MBB Fertigungstechnik Beelen GmbH, formerly Jade 1044. GmbH, acquired the business premises plus buildings of CLAAS Fertigungstechnik GmbH from CLAAS KGaA mbH. The purchase price of €7.7 million is financed in the long term at an interest rate of 4.0% and is repaid in the form of monthly annuities beginning from the date of economic transfer. The buyer is entitled to make extraordinary repayments. The purchase price is secured by a land register charge.

Segment reporting

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

1 Jan. - 30 Sep. 2012 Technical Industrial Trade & Recon- Group
Applications Production Services ciliation
(unaudited)
€ thou € thou € thou € thou € thou
Revenue from third parties 86,682 39,509 24,334 500 151,025
Other segments 358 169 56 -583 0
Total revenue 87,040 39,678 24,390 -83 151,025
Earnings (EBIT) 10,588 2,527 288 213 13,616
Amortisation and depreciation 1,006 1,797 697 201 3,701
Investments 1,250 2,156 659
Investments in
associates* 0 0 0
Segment assets 71,423 31,083 8,229
Segment liabilities 69,449 9,378 3,553
1 Jan. - 30 Sep. 2011 Technical Industrial Trade & Recon- Group
Applications Production Services ciliation
(unaudited)
€ 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 514 1,586 529 294 2,923
Investments 24 973 471
Investments in
associates* 0 0 0
Segment assets 14,895 30,300 7,371
Segment liabilities 6,109 10,445 2,717

* The shares in the Romanian companies, which have a carrying amount of €1 in each case, are reported in the Technical Applications segment.

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

Dividends paid

On 19 June 2012, MBB Industries AG distributed a dividend of €2.8 million (€0.44 per share).

Changes in contingent liabilities

There were no changes in contingent liabilities as against 31 December 2011.

Related party transactions

Business transactions between fully consolidated Group companies and related parties are conducted at arm's-length conditions.

Events after the end of the reporting period

For events after the end of the reporting period, see the report on post-balance sheet date events on page 5 of the interim Group management report.

Review

The interim consolidated financial statements as at 30 September 2012 and the interim Group management report were neither audited in accordance with section 317 of the German Commercial Code (HGB) nor 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.

Berlin, 28 November 2012

Dr. Christof Nesemeier Gert-Maria Freimuth

Chairman of the Managing Board Member of the Managing Board

Financial Calendar

End of the financial year 31 December 2012

Annual Report 2012

30 April 2013

Quarterly Report Q1/2013

31 May 2013

Annual General Meeting 2013 17 June 2013*

Half-Yearly Report 2013

30 August 2013

Analysts' Conference German Equity Forum Frankfurt/Main

11 - 13 November 2013

Quarterly Report Q3/2013

29 November 2013

*planned

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Contact

MBB Industries AG Joachimstaler Strasse 34 10719 Berlin, Germany Tel.: 030- 844 15 330 Fax: 030- 844 15 333 www.mbb.com [email protected]

Imprint

© MBB Industries AG Joachimstaler Strasse 34 10719 Berlin, Germany