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MBB SE — Interim / Quarterly Report 2012
Aug 31, 2012
279_10-q_2012-08-31_5d4086a2-6ad0-4afa-b749-54d4ea49313e.pdf
Interim / Quarterly Report
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MBB Industries in figures
| Half year | 2011 | 2012 | Δ 2012 / |
|---|---|---|---|
| (unaudited) | 2011 | ||
| IFRS | IFRS | ||
| Earnings figures | € thou | € thou | % |
| Revenue | 51,916 | 89,820 | 73.0% |
| Operating performance | 52,115 | 89,685 | 72.1% |
| Total performance | 53,531 | 92,928 | 73.6% |
| Cost of materials | -32,359 | -58,107 | 79.6% |
| Staff costs | -11,613 | -18,417 | 58.6% |
| EBITDA | 4,421 | 10,854 | 145.5% |
| EBITDA margin | 8.5% | 12.1% | 42.4% |
| EBIT | 2,649 | 8,391 | 216.8% |
| EBIT margin | 5.1% | 9.4% | 84.3% |
| EBT | 2,657 | 7,974 | 200.1% |
| EBT margin | 5.1% | 8.9% | 74.5% |
| Earnings from continuing operations | 2,258 | 5,760 | 155.1% |
| Earnings from discontinued operations | 36 | 0 | |
| Consolidated net profit after non-controlling interests | 2,294 | 5,760 | 151.1% |
| Number of shares | 6,600,000 | 6,600,000 | |
| eps in € | 0.35 | 0,89* | |
| Figures from the statement | 31 Dec. | 30 Jun. | |
| of financial position | € thou | € thou | % |
| Non-current assets | 37,743 | 46,510 | 23.2% |
| Current assets | 48,565 | 103,004 | 112.1% |
| Of which cash and equivalents** | 30,278 | 42,966 | 41.9% |
| Issued capital (share capital) | 6,600 | 6,456 | -2.2% |
| Other equity | 39,611 | 43,161 | 9.0% |
| Total equity | 46,211 | 49,617 | 7.4% |
| Equity ratio | 53.5% | 33.2% | -37.9% |
| Non-current liabilities | 21,987 | 50,182 | 128.2% |
| Current liabilities | 18,110 | 49,715 | 174.5% |
| Total assets | 86,308 | 149,514 | 73.2% |
| Net debt (-) or | |||
| net cash (+) ** | 13,654 | 18,209 | 33.4% |
| Employees | 31 Dec. | 30 Jun. | % |
| 714 | 970 | 35.9% | |
* Throughout this report EPS figures for 2012 refer to the average amount of shares in circulation on June 30, 2012.
** This figure includes securities and the physical gold reserves.
Contents
| MBB Industries in figures | 1 |
|---|---|
| Contents | 2 |
| Welcome Note from the Managing Board | 3 |
| Consolidated Interim Group Management Report | 4 |
| Business and economic conditions | 4 |
| Net assets, financial position and results of operations | 4 |
| Segment performance | 5 |
| Employees | 5 |
| Report on risks and opportunities | 5 |
| Report on post-balance sheet date events | 5 |
| Report on expected developments | 5 |
| IFRS interim consolidated financial statements | 6 |
| Notes to the interim consolidated financial statements | 13 |
| Accounting | 13 |
| Accounting policies | 13 |
| Change in the scope of consolidation | 13 |
| Segment reporting | 15 |
| Dividends paid | 15 |
| Changes in contingent liabilities | 15 |
| Related party transactions | 15 |
| Events after the end of the reporting period | 16 |
| Review | 16 |
| Responsibility statement | 16 |
| Financial Calendar | 17 |
| Contact | 17 |
| Imprint | 17 |
W Welcome Note from m the Ma anaging B Board
De ear shareholde rs,
Th in rep an the e acquisition o the developm ported, the ne nd a significant e figures for th of MBB Fertigu ent of MBB. In ew Group com t increase in co he first half of t ungstechnik G n addition to th pany will cont onsolidated ne the year as pre mbH in the fir he good develo tribute to the et profit. This e esented in this rst half of 2012 opment of the doubling of an effect is alread report. 2 represents a other compan nnualised cons dy reflected ext another milesto nies as previou solidated reven tremely clearly one usly nue y in
Af ha tha ter maintainin ave succeeded at is currently g substantial in investing th on an attractiv cash reserves hese funds in a ve growth path for the acqui an excellent me h. sition of new edium-sized m companies for echanical engi r a long time, ineering compa we any
Wi rep ith Delignit, DT port record ea TS, Hanke and rnings per sha d OBO also co re of €0.89 at ontinuing their the end of the r strong overal e first half of 2 ll development 012. t, we are able e to
Th las tha lim to is means that st seven years an €200 millio miting our scop our sharehold the MBB succ s, we have inc on this year. Th pe for making ers. cess story is c reased our rev is has been ac further acquis ontinuing in th venue from €3 chieved withou sitions, and wh he 18th year o 37 million (200 t compromisin hile continuous f the Company 05) to a foreca ng our solid fin sly increasing t y's history. In ast level of m ancial position the dividend p the ore n or paid
We int yo e are extremel tend to press a u would contin ly happy that ahead with thi nue to accomp all of these as s positive busi any us on this spects are now iness and shar path. w also being re re price develo eflected in our opment, and w r share price. will be delighte We d if
Sin ncerely,
Dr Ch r. Christof Nese hief Executive O emeier Officer
Be erlin, 31 Augus t 2012
Gert-Maria Fre Chief Investme eimuth ent Officer
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 second quarter of the year. Our portfolio companies have high incoming orders and positive order backlogs. Rising commodity prices are presenting individual portfolio companies with the challenge of asking higher product prices on the market.
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 six months of the financial year, the consolidated revenue of the MBB Group increased by 73.0% year-on-year to €89.8 million (previous year: €51.9 million).
Other operating income was up slightly on the previous year at €1.5 million (€1.0 million) and included gains on the disposal of securities, exchange gains 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 €89.7 million in the first six months of 2012 after €52.1 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 62.1% in the previous year to 64.8% as a result of the change in the structure of the group.
EBITDA (earnings before interest, taxes, depreciation and amortisation) increased by 145.5% to €10.9 million (previous year: €4.4 million). After depreciation and amortisation of €2.5 million, EBIT (earnings before interest and taxes) for the MBB Group amounted to €8.4 million in the first half of the year (previous year: €2.6 million). Taking into account a financial result of €-0.4 million, EBT (earnings before taxes) amounted to €8.0 million (previous year: €2.7 million). The consolidated net profit after noncontrolling interests totalled €5.8 million (previous year: €2.3 million) or €0.89 per share (based on 6,475,555 average shares in circulation).
The consolidated statement of financial position as at 30 June 2012 reported equity of €49.6 million (31 December 2011: €46.2 million). Based on total consolidated assets of €149.5 million, this results in an equity ratio of 33.2%. 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 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, also contributed to the reduction in the equity ratio.
As at 30 June 2012, the MBB group had financial liabilities of €24.8 million (31 December 2011: €16.6 million) and cash and cash equivalents including securities and physical gold reserves of €43.0 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 €18.2 million, a significant increase compared with net cash of €13.7 million as at 31 December 2011.
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, formerly CLAAS Fertigungstechnik GmbH. This means that the segment experienced significant revenue and earnings growth in the first six months of 2012 compared with the same period of the previous year. The external revenue of the Technical Applications segment amounted to €46.2 million in the first half of 2012 (previous year: €13.8 million), while EBIT increased significantly from €0.7 million in the previous year to €6.4 million.
Revenue development in the Industrial Production segment was in line with the previous year. External revenue for the first half year of 2012 amounted to €26.2 million after €26.3 million in the same period of 2011, while EBIT was down slightly at €1.6 million after €1.8 million in the previous year.
In the Trade & Services segment, revenue increased to €16.9 million as against the previous year (€11.2 million). At €0.2 million, however, segment EBIT declined from the prior-year figure of €0.8 million, although this still included income from the deconsolidation of Huchtemeier in the amount of €0.4 million.
Employees
At 970, the number of employees in the MBB Group as at 30 June 2012 increased significantly compared with the workforce of 714 as at 31 December 2011; this was due in particular to the addition of the 268 employees of MBB Fertigungstechnik GmbH following the acquisition of the company by the MBB Group.
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.
Basically, 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, 31 August 2012
The Managing Board
| IFRS consolidated statement of comprehensive income | 1 Jan. - | 1 Jan. - |
|---|---|---|
| (unaudited) | 30 Jun.2012 30 Jun.2011 | |
| € thou | € thou | |
| Revenue | 89,820 | 51,916 |
| Increase (+)/decrease (-) in finished goods | ||
| and work in progress | -135 | 199 |
| Operating performance | 89,685 | 52,115 |
| Gain from | 0 | 0 |
| a bargain purchase | 1,737 | 0 |
| Income from deconsolidation | 0 | 449 |
| Other operating income | 1,506 | 967 |
| Total performance | 92,928 | 53,531 |
| Cost of raw materials and supplies | -46,850 | -25,207 |
| Cost of purchased services | -11,257 | -7,152 |
| Cost of materials | -58,107 | -32,359 |
| Wages and salaries | -13,546 | -9,663 |
| Social security | 0 | 0 |
| and pension costs | -4,871 | -1,950 |
| Staff costs | -18,417 | -11,613 |
| Other operating expenses | -5,550 | -5,138 |
| Earnings before interest, taxes, depreciation, | 0 | 0 |
| and amortisation (EBITDA) | 10,854 | 4,421 |
| Amortisation and depreciation expense | -2,463 | -1,772 |
| Earnings before interest and taxes (EBIT) | 8,391 | 2,649 |
| Other interest and similar income | 276 | 510 |
| Interest and similar expenses | -693 | -502 |
| Net finance costs | -417 | 8 |
| Earnings before taxes (EBT) | 7,974 | 2,657 |
| Income tax expense | -1,937 | -204 |
| Other taxes | -58 | -50 |
| Profit or loss for the period | 5,979 | 2,403 |
| Non-controlling interests (continuing operations) | -219 | -145 |
| Profit or loss from continuing operations | 5,760 | 2,258 |
| Profit or loss from discontinued operations | 0 | 36 |
| Consolidated net profit | 5,760 | 2,294 |
| Earnings per share (in €) | 0.89 | 0.35 |
IFRS interim consolidated financial statements
| IFRS statement of comprehensive income - quarter | 1 Apr. - | 1 Apr. - |
|---|---|---|
| (unaudited) | 30 Jun.2012 30 Jun.2011 | |
| € thou | € thou | |
| Revenue | 58,434 | 24,254 |
| Increase (+)/decrease (-) in finished goods | 0 | 0 |
| and work in progress | 280 | 115 |
| Operating performance | 58,714 | 24,369 |
| Other operating income | 925 | 453 |
| Total performance | 59,639 | 24,822 |
| Cost of raw materials and supplies | -31,555 | -9,391 |
| Cost of purchased services | -6,231 | -4,605 |
| Cost of materials | -37,786 | -13,996 |
| Wages and salaries | -8,719 | -5,367 |
| Social security | 0 | 0 |
| and pension costs | -3,491 | -949 |
| Staff costs | -12,210 | -6,316 |
| Other operating expenses | -3,462 | -2,783 |
| Earnings before interest, taxes, depreciation, | 0 | 0 |
| and amortisation (EBITDA) | 6,181 | 1,727 |
| Amortisation and depreciation expense | -1,471 | -872 |
| Earnings before interest and taxes (EBIT) | 4,710 | 855 |
| Other interest and similar income | 166 | 425 |
| Interest and similar expenses | -439 | -249 |
| Net finance costs | -273 | 176 |
| Earnings before taxes (EBT) | 4,437 | 1,031 |
| Income tax expense | -1,814 | -11 |
| Other taxes | -36 | -27 |
| Profit or loss for the period | 2,587 | 993 |
| Non-controlling interests | -21 | -59 |
| Consolidated net profit | 2,566 | 934 |
| Earnings per share (in €) | 0.40 | 0.14 |
| IFRS consolidated statement of comprehensive income | 1 Jan. - | 1 Jan. - |
|---|---|---|
| (unaudited) | 30 Jun.2012 30 Jun.2011 | |
| € thou | € thou | |
| Consolidated net profit | 5,760 | 2,294 |
| Non-controlling interests | 219 | 145 |
| Profit or loss for the period | 5,979 | 2,439 |
| Currency translation changes | ||
| recognised in equity | 324 | -139 |
| Net profit (+) / loss (-) from the revaluation | ||
| of financial assets | ||
| in the "available for sale" category | 944 | -2 |
| Other comprehensive income after taxes | 1,268 | -141 |
| Comprehensive income for the reporting period | 7,247 | 2,298 |
| Of which attributable to: | ||
| - Shareholders of the parent company | 7,109 | 2,152 |
| - Non-controlling interests | 138 | 146 |
| Statement of financial position | 30 Jun.2012 | 31 Dec.2011 |
|---|---|---|
| Assets (IFRS) | unaudited | audited |
| € thou | € thou | |
| Non-current assets | ||
| Concessions, industrial property rights | ||
| and similar rights | 2,789 | 2,209 |
| Goodwill | 1,816 | 1,816 |
| Advance payments | 303 | 242 |
| Intangible assets | 4,908 | 4,267 |
| Land and buildings | ||
| including buildings on third-party land | 22,473 | 14,700 |
| Technical equipment and machinery | 7,792 | 8,581 |
| Other equipment, operating and office equipment | 3,279 | 2,394 |
| Advance payments and assets under development | 2,054 | 482 |
| Property, plant and equipment | 35,598 | 26,157 |
| Investments in associates | 0 | 0 |
| Investment securities | 4,837 | 5,477 |
| Other loans | 236 | 275 |
| Financial assets | 5,073 | 5,752 |
| Deferred tax assets | 931 | 1,567 |
| 46,510 | 37,743 | |
| Current assets | ||
| Raw materials and supplies | 6,586 | 4,052 |
| Work in progress | 2,627 | 2,178 |
| Finished goods | 6,546 | 7,106 |
| Inventories | 18,571 | 13,336 |
| Trade receivables | 17,223 | 7,751 |
| Receivables from construction contracts | 25,424 | 0 |
| Receivables associates | 130 | 90 |
| Other current assets | 3,527 | 2,587 |
| Trade receivables | ||
| and other current assets | 46,304 | 10,428 |
| Gold and commodities | 2,229 | 2,121 |
| Securities | 4,972 | 7,037 |
| Available-for-sale financial assets | 7,201 | 9,158 |
| Cash in hand | 13 | 8 |
| Bank balances | 30,915 | 15,635 |
| Cash in hand, bank balances | 30,928 | 15,643 |
| 103,004 | 48,565 |
| Statement of financial position | 30 Jun.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 | 26,520 | 22,253 |
| Non-controlling interests | 2,185 | 2,046 |
| 49,617 | 46,211 | |
| Non-current liabilities | ||
| Financial liabilities | 18,810 | 13,050 |
| Other liabilities | 503 | 829 |
| Pension provisions | 15,672 | 4,836 |
| Other provisions | 10,178 | 581 |
| Deferred tax liabilities | 5,019 | 2,691 |
| 50,182 | 21,987 | |
| Current liabilities | ||
| Financial liabilities | 5,476 | 3,574 |
| Advance payments received | 6,524 | 20 |
| Trade payables | 12,465 | 7,972 |
| Other liabilities | 11,054 | 3,734 |
| Provisions with the nature of a liability | 9,457 | 2,148 |
| Tax provisions | 767 | 362 |
| Other provisions | 3,972 | 300 |
| 49,715 | 18,110 | |
| Total equity and liabilities | 149,514 | 86,308 |
| Consolidated statement of cash flows | 1 Jan. - | 1 Jan. - |
|---|---|---|
| (unaudited) | 30 Jun.2012 30 Jun.2011 | |
| € thou | € thou | |
| 1. Cash flow from operating activities | ||
| Earnings before interest and taxes (EBIT) | 8,391 | 2,649 |
| Adjustments for non-cash transactions | 0 | 0 |
| Write-downs on non-current assets | 2,463 | 1,772 |
| Increase (+)/decrease (-) in provisions | 1,245 | 664 |
| Income (-)/loss (+) from deconsolidation | 0 | -449 |
| Bargain purchase | -1,737 | 0 |
| Loss (+) / gain (-) from the disposal of PPA | -160 | 0 |
| Other non-cash expenses/income | 205 | -171 |
| 2,016 | 1,816 | |
| Change in working capital: | 0 | 0 |
| Increase (-)/decrease (+) in inventories, trade receivables | 0 | 0 |
| and other assets | -6,686 | -3,133 |
| Decrease (-)/increase (+) in trade payables | 0 | 0 |
| and other liabilities | -3,280 | 879 |
| -9,966 | -2,254 | |
| Income taxes paid | -451 | -231 |
| Interest received | 276 | 510 |
| -175 | 279 | |
| Cash flow from operating activities | 266 | 2,490 |
| 2. Cash flow from investing activities | 0 | 0 |
| Investments (-)/ divestments (+) intangible assets | -202 | -45 |
| Investments(-)/ divestments(+) property, plant and equipment | -2,812 | -844 |
| Investments (-)/ divestments (+) financial assets | 39 | 45 |
| Investments (-)/ divestments (+) of available-for-sale financial | 0 | 0 |
| assets and securities | 3,541 | -2,348 |
| Disposal (+)/ acquisition (-) of consolidated companies | -10,028 | 513 |
| Cash flow from investing activities | -9,462 | -4,679 |
| 3. Cash flow from financing activities | 0 | 0 |
| Profit distribution to shareholders | -2,841 | 0 |
| Reacquired rights | -1,000 | 0 |
| Proceeds from borrowing financial loans | 2,387 | 0 |
| Repayments of financial loans | -2,425 | -1,268 |
| Interest payments | -693 | -502 |
| Cash flow from financing activities | -4,572 | -1,770 |
| Cash and cash equivalents at end of period | 0 | 0 |
| Change in cash and cash equivalents | 0 | 0 |
| (Subtotal 1-3) | -13,768 | -3,959 |
| Effects of changes in foreign exchange rates (non-cash) | -8 | |
| Changes in consolidated companies | 8 | |
| 29,045 | 0 | |
| Cash and cash equivalents at start of reporting period | 15,643 | 17,644 |
| Cash and cash equivalents at end of period | 30,928 | 13,677 |
| Composition of cash and cash equivalents | 0 | 0 |
| Cash in hand | 13 | 8 |
| Bank balances | 30,915 | 13,669 |
| 0 | 0 | |
| Reconciliation to liquidity reserve on 30 Jun. | 2012 | 2011 |
| Cash and cash equivalents at end of period | 30,928 | 13,677 |
| Gold | 2,229 | 1,823 |
| Securities Liquidity reserve on 30 Jun. |
9,809 42,966 |
16,026 31,526 |
| Sta f c ha in l i da d e ity ( d ite d ) tem t o te en ng es co nso q u un au |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Re ine d e ing ta s arn |
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Ca ita l p res erv es |
Leg l a res erv es |
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Av i la b le a for le sa f ina ia l nc ets ass |
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No n l l i lng ntr co o int sts ere |
Co l i da d te nso ity eq u |
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| 1 Ja 20 11 n. |
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61 | 21 8 |
60 5 |
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45 06 5 , |
2, 36 8 |
47 43 3 , |
| Div ide nds id pa |
0 | 0 | 0 | 0 | 0 | -2, 178 |
-2, 178 |
0 | -2, 178 |
| Su bto tal |
6, 60 0 |
15, 25 1 |
61 | 21 8 |
60 5 |
20 152 , |
42 88 7 , |
2, 36 8 |
45 25 5 , |
| Am ise d in her reh ive inc ts r ot oun eco gn co mp ens om e |
0 | 0 | 0 | 0 | -48 | 0 | -48 | 0 | -48 |
| Cu atio iffe nsl n d tra rre ncy ren ce |
0 | 0 | 0 | -1, 03 5 |
0 | 0 | -1, 03 5 |
23 9 |
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| Co lida ted rof it t p nso ne |
0 | 0 | 0 | 0 | 0 | 3, 33 6 |
3, 33 6 |
166 | 3, 50 2 |
| Ch e fr isit ion of sub -ho ldin ang om ac qu g |
0 | 0 | 0 | 0 | 0 | -97 5 |
-97 5 |
-1, 02 5 |
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15, 25 1 |
61 | -81 7 |
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1, 74 8 |
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0 | 0 | 0 | 0 | 0 | 0 | 0 | -14 2 |
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| 31 De c. 2 01 1 |
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61 | -81 7 |
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19, 67 2 |
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0 | 0 | 0 | 0 | 944 | 0 | 944 | 0 | 944 |
| Cu nsl atio n d iffe tra rre ncy ren ce |
0 | 0 | 0 | 40 4 |
0 | 0 | 40 4 |
-80 | 324 |
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0 | 0 | 0 | 0 | 0 | 5, 76 0 |
5, 76 0 |
21 9 |
5, 97 9 |
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0 | 0 | 0 | 40 4 |
94 4 |
5, 76 0 |
7, 108 |
139 | 7, 24 7 |
| Buy -ba ck of o rdi har nar y s es |
-14 4 |
-85 6 |
0 | 0 | 0 | 0 | -1, 00 0 |
0 | -1, 00 0 |
| 30 Ju 20 12 n. |
6, 45 6 |
14, 39 5 |
61 | -41 3 |
1, 50 1 |
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Notes to the interim consolidated financial statements
Accounting
The half-year financial report of the MBB Group for the period 1 January 2012 to 30 June 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 of the consolidated financial statements as at 31 December 2011. 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.
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 their 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 June 2012, the collateral pledged for guarantee credits amounted to €10.9 million.
Since the acquisition date, MBB Fertigungstechnik GmbH has contributed €28.8 million to consolidated revenue and €2.2 million to consolidated net profit. If the acquisition had taken place at the start of the year, the Group would have reported revenue of €110.4 million and consolidated net profit of €6.6 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 expects to be met. Transactions costs of 92 €thou 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 is the result of a negotiation process in which a range of aspects, including the uncertain outcome of the renaming of the company, the outcome of contracts to be awarded in the short term, and the structure of the management, were taken into account by the buyer and the seller. These uncertainties mean 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 Jun. 2012 | Technical | Industrial | Trade & | Recon- | Group |
|---|---|---|---|---|---|
| Applications | Production | Services | ciliation | ||
| (unaudited) | |||||
| € thou | € thou | € thou | € thou | € thou | |
| Revenue from third parties | 46,248 | 26,163 | 16,908 | 500 | 89,820 |
| Other segments | 285 | 130 | 49 | -463 | 0 |
| Total revenue | 46,533 | 26,293 | 16,957 | 37 | 89,820 |
| Earnings (EBIT) | 6,432 | 1,609 | 221 | 129 | 8,391 |
| Amortisation and depreciation | 593 | 1,223 | 453 | 194 | 2,463 |
| Investments | 814 | 1,177 | 424 | ||
| Investments in | |||||
| associates* | 0 | 0 | 0 | ||
| Segment assets | 63,952 | 30,136 | 8,226 | ||
| Segment liabilities | 54,808 | 9,208 | 4,720 |
| 1 Jan. - 30 Jun. 2011 | Technical | Industrial | Trade & | Recon- | Group |
|---|---|---|---|---|---|
| Applications | Production | Services | ciliation | ||
| (unaudited) | |||||
| € thou | € thou | € thou | € thou | € thou | |
| Revenue from third parties | 13,755 | 26,316 | 11,236 | 609 | 51,916 |
| Other segments | 416 | 118 | 12 | -546 | 0 |
| Total revenue | 14,171 | 26,434 | 11,248 | 63 | 51,916 |
| Earnings (EBIT) | 654 | 1,761 | 742 | -508 | 2,649 |
| Amortisation and depreciation | 328 | 1,089 | 341 | 14 | 1,772 |
| Investments | 20 | 415 | 296 | 0 | 0 |
| Investments in | |||||
| associates* | 0 | 0 | 0 | ||
| Segment assets | 16,603 | 32,101 | 6,757 | ||
| Segment liabilities | 4,748 | 8,742 | 2,621 | ||
* The shares in the Romanian companies in the amount of 1 € in each case are reported in the Technical Applications segment.
Segment liabilities do not include any obligations arising from taxes, finance leases 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 Group companies that are fully consolidated 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 June 2012 and the interim Group management report were neither audited in accordance with section 317 of the German Commercial Code (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.
Berlin, 31 August 2012
Dr. Christof Nesemeier Gert-Maria Freimuth
Chairman of the Managing Board Member of the Managing Board
Financial Calendar
Zurich Capital Market Conference
26 September 2012
Analysts' Conference German Equity Forum Frankfurt/Main
12 -14 November 2012 Monday 12 November at 14:15, Madrid Room
Quarterly Report Q3/2012
28 November 2012
End of the financial year
31 December 2012
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Contact
MBB Industries AG Joachimstaler Strasse 34 10719 Berlin, Germany Tel.: +49 (0)30- 844 15 330 Fax.: +49 (0)30- 844 15 333 www.mbb.com [email protected]
Imprint
© MBB Industries AG Joachimstaler Strasse 34 10719 Berlin, Germany